DOCUMENT_AND_ENTITY_INFORMATIO
DOCUMENT AND ENTITY INFORMATION | 9 Months Ended |
Sep. 30, 2013 | |
Document and Entity Information [Line Items] | |
Entity Registrant Name | Vantiv, Inc. |
Entity Central Index Key | 1533932 |
Document Type | 10-Q |
Document Period End Date | 30-Sep-13 |
Amendment Flag | FALSE |
Current Fiscal Year End Date | -19 |
Entity Current Reporting Status | Yes |
Entity Filer Category | Non-accelerated Filer |
Document Fiscal Year Focus | 2013 |
Document Fiscal Period Focus | Q3 |
Class A Common Stock | |
Document and Entity Information [Line Items] | |
Entity Common Stock, Shares Outstanding (in shares) | 145,273,786 |
Common Class B [Member] | |
Document and Entity Information [Line Items] | |
Entity Common Stock, Shares Outstanding (in shares) | 48,822,826 |
CONSOLIDATED_STATEMENTS_OF_INC
CONSOLIDATED STATEMENTS OF INCOME (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Revenue: | ||||
External customers | $512,437 | $447,126 | $1,490,742 | $1,311,996 |
Related party revenues | 19,910 | 19,610 | 58,980 | 57,151 |
Total revenue | 532,347 | 466,736 | 1,549,722 | 1,369,147 |
Network fees and other costs | 238,141 | 208,239 | 685,708 | 617,691 |
Sales and marketing | 79,551 | 69,313 | 231,963 | 212,602 |
Other operating costs | 48,340 | 40,376 | 148,168 | 119,802 |
General and administrative | 27,489 | 28,600 | 88,450 | 86,387 |
Depreciation and amortization | 48,604 | 40,618 | 136,428 | 119,181 |
Income from operations | 90,222 | 79,590 | 259,005 | 213,484 |
Interest expense—net | -10,724 | -10,056 | -30,317 | -44,675 |
Non-operating expenses | 0 | 0 | -20,000 | -92,672 |
Income before applicable income taxes | 79,498 | 69,534 | 208,688 | 76,137 |
Income tax expense | 24,893 | 20,895 | 63,650 | 22,848 |
Net income | 54,605 | 48,639 | 145,038 | 53,289 |
Less: Net income attributable to non-controlling interests | -18,894 | -24,375 | -54,300 | -24,433 |
Net income attributable to Vantiv, Inc. | $35,711 | $24,264 | $90,738 | $28,856 |
Class A Common Stock | ||||
Net income per share attributable to Vantiv, Inc. Class A common stock: | ||||
Basic (in dollars per share) | $0.26 | $0.20 | $0.66 | $0.26 |
Diluted (in dollars per share) | $0.24 | $0.19 | $0.62 | $0.24 |
Shares used in computing net income per share of Class A common stock: | ||||
Basic (in shares) | 139,968,417 | 122,959,429 | 138,142,146 | 112,953,425 |
Diluted (in shares) | 201,011,014 | 131,127,197 | 207,843,165 | 119,600,082 |
CONSOLIDATED_STATEMENTS_OF_COM
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Statement of Comprehensive Income [Abstract] | ||||
Net income | $54,605 | $48,639 | $145,038 | $53,289 |
Other comprehensive income, net of tax: | ||||
Reclassification adjustment for losses on hedging activity included in net income | 176 | 0 | 201 | 23,929 |
Unrealized gain (loss) on hedging activities | -5,847 | 0 | 426 | 0 |
Comprehensive income | 48,934 | 48,639 | 145,665 | 77,218 |
Less: Comprehensive income attributable to non-controlling interests | -16,873 | -24,375 | -54,662 | -38,848 |
Comprehensive income attributable to Vantiv, Inc. | $32,061 | $24,264 | $91,003 | $38,370 |
CONSOLIDATED_STATEMENTS_OF_FIN
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Current assets: | ||
Cash and cash equivalents | $304,259 | $67,058 |
Accounts receivable—net | 374,469 | 397,664 |
Related party receivable | 5,534 | 4,415 |
Settlement assets | 473,791 | 429,377 |
Prepaid expenses | 20,040 | 10,629 |
Other | 14,435 | 11,934 |
Total current assets | 1,192,528 | 921,077 |
Customer incentives | 28,883 | 28,927 |
Property, equipment and software—net | 202,071 | 174,940 |
Intangible assets—net | 825,284 | 884,536 |
Goodwill | 1,943,669 | 1,804,592 |
Deferred taxes | 377,261 | 141,361 |
Other assets | 31,112 | 24,096 |
Total assets | 4,600,808 | 3,979,529 |
Current liabilities: | ||
Accounts payable and accrued expenses | 211,745 | 215,998 |
Related party payable | 2,663 | 1,625 |
Settlement obligations | 600,888 | 542,564 |
Current portion of note payable to related party | 17,621 | 28,800 |
Current portion of note payable | 74,879 | 63,700 |
Current portion of tax receivable agreement obligations to related parties | 31,595 | 0 |
Deferred income | 9,866 | 9,667 |
Current maturities of capital lease obligations | 4,679 | 5,505 |
Other | 1,382 | 1,609 |
Total current liabilities | 955,318 | 869,468 |
Long-term liabilities: | ||
Note payable to related party | 330,398 | 292,000 |
Note payable | 1,411,326 | 871,605 |
Tax receivable agreement obligations to related parties | 782,005 | 484,700 |
Capital lease obligations | 12,851 | 8,275 |
Deferred taxes | 22,135 | 8,207 |
Other | 4,078 | 1,039 |
Total long-term liabilities | 2,562,793 | 1,665,826 |
Total liabilities | 3,518,111 | 2,535,294 |
Commitments and contingencies (See Note 7 - Commitments, Contingencies and Guarantees) | ||
Equity: | ||
Preferred stock, $0.00001 par value; 10,000,000 shares authorized; no shares issued and outstanding | 0 | 0 |
Paid-in capital | 535,271 | 766,337 |
Retained earnings | 160,232 | 69,494 |
Accumulated Other Comprehensive Income (Loss), Net of Tax | 265 | 0 |
Treasury stock, at cost; 1,545,681 shares at September 30, 2013 and 978,226 shares at December 31, 2012 | -30,645 | -17,906 |
Total Vantiv, Inc. equity | 665,124 | 817,926 |
Non-controlling interests | 417,573 | 626,309 |
Total equity | 1,082,697 | 1,444,235 |
Total liabilities and equity | 4,600,808 | 3,979,529 |
Class A Common Stock | ||
Equity: | ||
Class A common stock, $0.00001 par value; 890,000,000 shares authorized; 145,273,786 shares outstanding at September 30, 2013; 142,243,680 shares outstanding at December 31, 2012, Class B common stock, no par value; 100,000,000 shares authorized; 48,822,826 shares issued and outstanding at September 30, 2013; 70,219,136 shares issued and outstanding at December 31, 2012 | 1 | 1 |
Common Class B [Member] | ||
Equity: | ||
Class A common stock, $0.00001 par value; 890,000,000 shares authorized; 145,273,786 shares outstanding at September 30, 2013; 142,243,680 shares outstanding at December 31, 2012, Class B common stock, no par value; 100,000,000 shares authorized; 48,822,826 shares issued and outstanding at September 30, 2013; 70,219,136 shares issued and outstanding at December 31, 2012 | $0 | $0 |
CONSOLIDATED_STATEMENTS_OF_FIN1
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION (Parenthetical) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
Preferred stock, par value (in dollars per share) | $0.00 | $0.00 |
Preferred stock, shares authorized (in shares) | 10,000,000 | 10,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Treasury stock, shares (in shares) | 1,545,681 | 978,226 |
Class A Common Stock | ||
Common stock, par value (in dollars per share) | $0.00 | $0.00 |
Common stock, shares authorized (in shares) | 890,000,000 | 890,000,000 |
Common stock, shares outstanding (in shares) | 145,273,786 | 142,243,680 |
Class B Common Stock | ||
Common stock, shares authorized (in shares) | 100,000,000 | 100,000,000 |
Common stock, shares issued (in shares) | 48,822,826 | 70,219,136 |
Common stock, shares outstanding (in shares) | 48,822,826 | 70,219,136 |
CONSOLIDATED_STATEMENTS_OF_CAS
CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) | 9 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 |
Operating Activities: | ||
Net income | $145,038 | $53,289 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization expense | 136,428 | 119,181 |
Amortization of customer incentives | 7,466 | 4,567 |
Amortization and write-off of debt issuance costs | 23,256 | 58,407 |
Share-based compensation expense | 21,352 | 26,889 |
Change in operating assets and liabilities: | ||
Decrease in accounts receivable and related party receivable | 25,734 | 1,578 |
Increase (decrease) in net settlement assets and obligations | 13,910 | -24,023 |
Increase in customer incentives | -10,548 | -6,783 |
(Increase) decrease in prepaid and other assets | -7,535 | 4,192 |
(Decrease) increase in accounts payable and accrued expenses | -14,508 | 11,333 |
Increase (decrease) in payable to related party | 1,038 | -3,062 |
Increase in other liabilities | 132 | 1,332 |
Net cash provided by operating activities | 341,763 | 246,900 |
Investing Activities: | ||
Purchases of property and equipment | -46,970 | -38,245 |
Acquisition of customer portfolios and related assets | -6,555 | -10,530 |
Purchase of investments | -3,174 | 0 |
Cash used in acquisitions, net of cash acquired | -155,654 | 0 |
Net cash used in investing activities | -212,353 | -48,775 |
Financing Activities: | ||
Proceeds from initial public offering, net of offering costs of $39,091 | 0 | 460,913 |
Proceeds from follow-on offering, net of offering costs of $1,951 | 0 | 33,512 |
Proceeds from issuance of long-term debt | 1,850,000 | 1,248,750 |
Repayment of debt and capital lease obligations | -1,280,366 | -1,793,074 |
Payment of debt issuance costs | -26,288 | -28,949 |
Purchase of Class B units in Vantiv Holding from Fifth Third Bank | 0 | -33,512 |
Repurchase of Class A common stock | -400,592 | 0 |
Repurchase of Class A common stock (to satisfy tax withholding obligations) | -12,739 | -16,126 |
Tax benefit from employee share-based compensation | 6,754 | 13,436 |
Distribution to funds managed by Advent International Corporation | 0 | -40,086 |
Distribution to non-controlling interests | -28,978 | -32,781 |
Net cash provided by (used in) financing activities | 107,791 | -187,917 |
Net increase in cash and cash equivalents | 237,201 | 10,208 |
Cash and cash equivalents—Beginning of period | 67,058 | 370,549 |
Cash and cash equivalents—End of period | 304,259 | 380,757 |
Cash Payments: | ||
Interest | 28,141 | 50,720 |
Taxes | 43,041 | 12,247 |
Non-cash Items: | ||
Issuance of tax receivable agreements | 328,900 | 333,000 |
Accrual of secondary offering costs | $0 | $3,000 |
CONSOLIDATED_STATEMENTS_OF_CAS1
CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) (USD $) | 9 Months Ended |
In Thousands, unless otherwise specified | Sep. 30, 2012 |
Proceeds from initial public offering, offering costs | $39,091 |
Proceeds from follow-on offering, offering costs | $1,951 |
CONSOLIDATED_STATEMENTS_OF_EQU
CONSOLIDATED STATEMENTS OF EQUITY (USD $) | Total | Treasury Stock | Paid-in Capital | Retained Earnings | Accumulated Other Comprehensive (Loss) Income | Non-Controlling Interests | Class A Common Stock | Class A Common Stock | Class B Common Stock | Class B Common Stock |
In Thousands, except Share data, unless otherwise specified | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | Common Stock | Common Stock | ||
USD ($) | USD ($) | |||||||||
Balance at Dec. 31, 2011 | $1,255,720 | $0 | $581,241 | $51,970 | ($9,514) | $632,022 | $1 | $0 | ||
Balance (in shares) at Dec. 31, 2011 | 0 | 89,516,000 | 0 | |||||||
Increase (Decrease) in Stockholders' Equity | ||||||||||
Net income | 53,289 | 28,856 | 24,433 | |||||||
Stock Issued During Period, Shares, New Issues | 29,412,000 | |||||||||
Issuance of Class A common stock upon initial public offering, net of offering costs | 457,913 | 457,913 | ||||||||
Issuance of Class A common stock in connection with follow-on offering, net of offering costs | 33,512 | 33,512 | ||||||||
Issuance of Class A common stock in connection with follow-on offering, net of offering costs (in shares) | 2,086,000 | |||||||||
Issuance of Class A common stock to prior unit holders under the Vantiv Holding Management Phantom Equity Plan | 8,716,000 | |||||||||
Tax benefit from employee share-based compensation | 13,436 | 13,436 | ||||||||
Repurchase of Class A common stock (to satisfy tax withholding obligation) | -16,126 | -16,126 | ||||||||
Repurchase of Class A common stock (to satisfy tax withholding obligation) (in shares) | 892,000 | 892,000 | ||||||||
Issuance of tax receivable agreements | -325,000 | -325,000 | ||||||||
Issuance of Class A common stock to JPDN in exchange for Class A and Class B units in Vantiv Holding held by JPDN | 4,074 | -4,074 | ||||||||
Issuance of Class A common stock to JPDN in exchange for Class A and Class B units in Vantiv Holding held by JPDN (in shares) | 240,000 | |||||||||
Issuance of Class B common stock under Recapitalization Agreement | 86,005,000 | |||||||||
Purchase of Class B units in Vantiv Holding from Fifth Third Bank and cancellation of related Class B common stock | -33,512 | -33,512 | ||||||||
Purchase of Class B units in Vantiv Holding from Fifth Third Bank and cancellation of related Class B common stock (in shares) | -2,086,000 | |||||||||
Cash flow hedge reclassification adjustment | 23,929 | 9,514 | 14,415 | |||||||
Distribution to non-controlling interests | -32,781 | -32,781 | ||||||||
Distribution to funds managed by Advent International Corporation | -40,086 | -40,086 | ||||||||
Share-based compensation | 26,889 | 16,170 | 10,719 | |||||||
Forfeitures of restricted stock awards | -390,000 | |||||||||
Reallocation of non-controlling interests of Vantiv Holding due to change in ownership | -105,114 | 105,114 | ||||||||
Balance at Sep. 30, 2012 | 1,417,183 | -16,126 | 676,232 | 40,740 | 0 | 716,336 | 1 | 0 | ||
Balance (in shares) at Sep. 30, 2012 | 892,000 | 128,688,000 | 83,919,000 | |||||||
Balance at Dec. 31, 2012 | 1,444,235 | -17,906 | 766,337 | 69,494 | 0 | 626,309 | 1 | 0 | ||
Balance (in shares) at Dec. 31, 2012 | 978,000 | 142,243,680 | 142,244,000 | 70,219,136 | 70,219,000 | |||||
Increase (Decrease) in Stockholders' Equity | ||||||||||
Net income | 145,038 | 90,738 | 54,300 | |||||||
Stock Issued During Period, Shares, New Issues | 2,000 | |||||||||
Tax benefit from employee share-based compensation | 6,754 | 6,754 | ||||||||
Repurchase of Class A common stock (to satisfy tax withholding obligation) | -12,739 | -12,739 | ||||||||
Repurchase of Class A common stock (to satisfy tax withholding obligation) (in shares) | 568,000 | 568,000 | ||||||||
Issuance of Class A common stock and cancellation of Class B common stock in connection with secondary offering | -21,396,000 | -21,396,000 | ||||||||
Stock Repurchased and Retired During Period, Value | -400,592 | -400,592 | ||||||||
Stock Repurchased and Retired During Period, Shares | -17,500,000 | -17,453,000 | ||||||||
Issuance of tax receivable agreements | -93,000 | -93,000 | ||||||||
Unrealized gain on hedging activities, net of tax | 627 | 265 | 362 | |||||||
Purchase of Class B units in Vantiv Holding from Fifth Third Bank and cancellation of related Class B common stock | 0 | |||||||||
Cash flow hedge reclassification adjustment | 201 | |||||||||
Distribution to non-controlling interests | -28,978 | -28,978 | ||||||||
Share-based compensation | 21,352 | 14,993 | 6,359 | |||||||
Forfeitures of restricted stock awards | -347,000 | |||||||||
Reallocation of non-controlling interests of Vantiv Holding due to change in ownership | 240,779 | -240,779 | ||||||||
Balance at Sep. 30, 2013 | $1,082,697 | ($30,645) | $535,271 | $160,232 | $265 | $417,573 | $1 | $0 | ||
Balance (in shares) at Sep. 30, 2013 | 1,546,000 | 145,273,786 | 145,274,000 | 48,822,826 | 48,823,000 |
BASIS_OF_PRESENTATION
BASIS OF PRESENTATION | 9 Months Ended |
Sep. 30, 2013 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
BASIS OF PRESENTATION | BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
Description of Business | |
Vantiv, Inc., a Delaware corporation, is a holding company that conducts its operations through its majority-owned subsidiary, Vantiv Holding, LLC (“Vantiv Holding”). Vantiv, Inc. and Vantiv Holding are referred to collectively as the “Company,” “Vantiv,” “we,” “us” or “our,” unless the context requires otherwise. | |
The Company provides electronic payment processing services to merchants and financial institutions throughout the United States of America. The Company markets its services through diverse distribution channels, including a direct sales force, relationships with a broad range of independent sales organizations (“ISOs”), merchant banks, value-added resellers and trade associations as well as arrangements with core processors. | |
Secondary Offerings and Share Repurchase | |
In May 2013, a secondary offering took place in which selling shareholders sold 40.7 million shares of Vantiv, Inc. Class A common stock. The Company did not receive any proceeds from these sales. In connection with the secondary offering, the Company repurchased approximately 17.5 million shares of its Class A common stock sold to the underwriters in the secondary offering for $400 million at a price per share equal to the price paid by the underwriters to purchase the shares from the selling shareholders in the offering. The repurchased shares were retired and accounted for as a reduction to equity in the Company's consolidated financial statements. In connection with the share repurchase, the Company incurred costs of approximately $0.6 million, which are also reflected as a reduction to equity in the consolidated statement of equity. In connection with the share repurchase, we refinanced our existing senior secured credit facilities, resulting in an increase in the amount of debt by approximately $650 million, $400 million of which was used to fund the share repurchase (see Note 5 - Long-Term Debt). | |
In August 2013, a secondary offering took place in which selling shareholders sold 20.0 million shares of Vantiv, Inc. Class A common stock. The Company did not receive any proceeds from these sales. | |
Principles of Consolidation | |
The accompanying consolidated financial statements include the operations and accounts of the Company and all subsidiaries thereof. All intercompany balances and transactions have been eliminated upon consolidation. | |
As of September 30, 2013, Vantiv, Inc. and Fifth Third Bank (“Fifth Third”) owned interests in Vantiv Holding of 74.85% and 25.15%, respectively. | |
The Company accounts for non-controlling interests in accordance with Accounting Standards Codification (“ASC”) 810, Consolidation. Non-controlling interests represent the minority shareholders’ share of net income or loss and equity in Vantiv Holding. Net income (loss) attributable to non-controlling interests does not include expenses incurred directly by Vantiv, Inc., including income tax expense (benefit) attributable to Vantiv, Inc. All of the Company’s non-controlling interests are presented after Vantiv Holding income tax expense (benefit) in the consolidated statements of income (loss) as “Net (income) loss attributable to non-controlling interests.” Non-controlling interests are presented as a component of equity in the consolidated statements of financial position. | |
Basis of Presentation | |
The accompanying consolidated financial statements include those of Vantiv, Inc. and its majority-owned subsidiary, Vantiv Holding, LLC. The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and should be read in conjunction with the Company's 2012 audited financial statements and notes thereto included in the Company's Annual Report on Form 10-K. The accompanying consolidated financial statements are unaudited; however, in the opinion of management they include all normal recurring adjustments necessary for a fair presentation of the Company's financial position, results of operations and cash flows for the periods presented. Results of operations reported for interim periods are not necessarily indicative of results for the entire year. | |
Sponsorship | |
In order to provide electronic payment processing services, Visa, MasterCard and other payment networks require sponsorship of non-financial institutions by a member clearing bank. In June 2009, the Company entered into a ten-year agreement with Fifth Third (the “Sponsoring Member”), to provide sponsorship services to the Company. The Company also has agreements with certain other banks that provide sponsorship into the card networks. | |
Use of Estimates | |
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. |
SUMMARY_OF_SIGNIFICANT_ACCOUNT
SUMMARY OF SIGNIFICANT ACCOUNTING AND REPORTING POLICIES | 9 Months Ended | |
Sep. 30, 2013 | ||
Accounting Policies [Abstract] | ||
SUMMARY OF SIGNIFICANT ACCOUNTING AND REPORTING POLICIES | Revenue Recognition | |
The Company has contractual agreements with its clients that set forth the general terms and conditions of the relationship including line item pricing, payment terms and contract duration. Revenues are recognized as earned (i.e., for transaction based fees, when the underlying transaction is processed) in conjunction with ASC 605, Revenue Recognition. ASC 605, Revenue Recognition, establishes guidance as to when revenue is realized or realizable and earned by using the following criteria: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred or services have been rendered; (3) the seller’s price is fixed or determinable; and (4) collectibility is reasonably assured. | ||
The Company follows guidance provided in ASC 605-45, Principal Agent Considerations. ASC 605-45, Principal Agent Considerations, states that whether a company should recognize revenue based on the gross amount billed to a customer or the net amount retained is a matter of judgment that depends on the facts and circumstances of the arrangement and that certain factors should be considered in the evaluation. The Company recognizes processing revenues net of interchange fees, which are assessed to the Company’s merchant customers on all processed transactions. Interchange rates are not controlled by the Company, which effectively acts as a clearing house collecting and remitting interchange fee settlement on behalf of issuing banks, debit networks, credit card associations and its processing customers. All other revenue is reported on a gross basis, as the Company contracts directly with the end customer, assumes the risk of loss and has pricing flexibility. | ||
The Company generates revenue primarily by processing electronic payment transactions. Set forth below is a description of the Company’s revenue by segment. | ||
Merchant Services | ||
The Company’s Merchant Services segment revenue is primarily derived from processing credit and debit card transactions. Merchant Services revenue is primarily comprised of fees charged to businesses, net of interchange fees, for payment processing services, including authorization, capture, clearing, settlement and information reporting of electronic transactions. The fees charged consist of either a percentage of the dollar volume of the transaction or a fixed fee, or both, and are recognized at the time of the transaction. Merchant Services revenue also includes a number of revenue items that are incurred by the Company and are reimbursable as the costs are passed through to and paid by the Company’s clients. These items primarily consist of Visa, MasterCard and other payment network fees. In addition, for sales through ISOs and certain other referral sources in which the Company is the primary party to the contract with the merchant, the Company records the full amount of the fees collected from the merchant as revenue. Merchant Services segment revenue also includes revenue from ancillary services such as fraud management, equipment sales and terminal rent. Merchant Services revenue is recognized as services are performed. | ||
Financial Institution Services | ||
The Company’s Financial Institution Services segment revenues are primarily derived from debit, credit and automated teller machines (“ATM”) card transaction processing, ATM driving and support, and personal identification number (“PIN”) debit processing services. Financial Institution Services revenue associated with processing transactions includes per transaction and account related fees, card production fees and fees generated from the Company’s Jeanie network. Financial Institution Services revenue related to card transaction processing is recognized when consumers use their client-issued cards to make purchases. Financial Institution Services also generates revenue through other services, including statement production, collections and inbound/outbound call centers for credit transactions and other services such as credit card portfolio analytics, program strategy and support, fraud and security management and chargeback and dispute services. Financial Institution Services revenue is recognized as services are performed. | ||
Financial Institution Services provides certain services to Fifth Third. Revenues related to these services are included in the accompanying statements of income as related party revenues. | ||
Expenses | ||
Set forth below is a brief description of the components of the Company’s expenses: | ||
• | Network fees and other costs consists of certain expenses incurred by the Company in connection with providing processing services to its clients, including Visa and MasterCard network association fees, payment network fees, card production costs, telecommunication charges, postage and other third party processing expenses. | |
• | Sales and marketing expense primarily consists of salaries and benefits paid to sales personnel, sales management and other sales and marketing personnel, advertising and promotional costs and residual payments made to ISOs, agent banks and other third party partners. | |
• | Other operating costs primarily consist of salaries and benefits paid to operational and IT personnel, costs associated with operating the Company’s technology platform and data centers, information technology costs for processing transactions, product development costs, software consulting fees and maintenance costs. | |
• | General and administrative expenses primarily consist of salaries and benefits paid to executive management and administrative employees, including finance, human resources, product development, legal and risk management, share-based compensation costs, equipment and occupancy costs and consulting costs. | |
• | Non-operating expenses consist of charges related to the refinancing of the Company's senior secured credit facilities (See Note 5 - Long-Term Debt) in May 2013 and March 2012 and the Company's early termination of interest rate swaps (See Note 6 - Derivatives and Hedging Activities) in connection with the March 2012 debt refinancing, as well as a one-time activity fee of $6.0 million assessed by MasterCard as a result of the Company's initial public offering (“IPO”). | |
Share-Based Compensation | ||
The Company expenses employee share-based payments under ASC 718, Compensation—Stock Compensation, which requires compensation cost for the grant-date fair value of share-based payments to be recognized over the requisite service period. The Company estimates the grant date fair value of the share-based awards issued in the form of options using the Black-Scholes option pricing model. The fair value of restricted stock awards and performance awards is measured based on the market price of the Company’s stock on the grant date. | ||
Earnings Per Share | ||
Basic earnings per share is computed by dividing net income attributable to Vantiv, Inc. by the weighted average shares outstanding during the period. Diluted earnings per share is computed by dividing net income attributable to Vantiv, Inc., adjusted as necessary for the impact of potentially dilutive securities, by the weighted-average shares outstanding during the period and the impact of securities that would have a dilutive effect on earnings per share. See Note 11 - Net Income Per Share for further discussion. | ||
Income Taxes | ||
Vantiv, Inc. is taxed as a C corporation for U.S. income tax purposes and is therefore subject to both federal and state taxation at a corporate level. | ||
Income taxes are computed in accordance with ASC 740, Income Taxes, and reflect the net tax effects of temporary differences between the financial reporting carrying amounts of assets and liabilities and the corresponding income tax amounts. The Company has deferred tax assets and liabilities and maintains valuation allowances where it is more likely than not that all or a portion of deferred tax assets will not be realized. To the extent the Company determines that it will not realize the benefit of some or all of its deferred tax assets, such deferred tax assets will be adjusted through the Company’s provision for income taxes in the period in which this determination is made. As of September 30, 2013 and December 31, 2012 the Company had recorded no valuation allowances against deferred tax assets. | ||
The Company’s consolidated interim effective tax rate is based upon expected annual income from operations, statutory tax rates and tax laws in the various jurisdictions in which the Company operates. Significant or unusual items, including adjustments to accruals for tax uncertainties, are recognized in the quarter in which the related event occurs. | ||
The Company’s effective tax rates were 30.5% and 30.0%, respectively, for the nine months ended September 30, 2013 and 2012. The effective rate for each period reflects the impact of the Company’s non-controlling interests. | ||
Cash and Cash Equivalents | ||
Investments with original maturities of three months or less (that are readily convertible to cash) are considered to be cash equivalents and are stated at cost, which approximates fair value. Cash equivalents consist primarily of overnight Eurodollar sweep accounts which are maintained at reputable financial institutions with high credit quality and therefore are considered to bear minimal credit risk. | ||
Accounts Receivable—net | ||
Accounts receivable primarily represent processing revenues earned but not collected. For a majority of its customers, the Company has the authority to debit the client’s bank accounts through the Federal Reserve’s Automated Clearing House; as such, collectibility is reasonably assured. The Company records a reserve for doubtful accounts when it is probable that the accounts receivable will not be collected. The Company reviews historical loss experience and the financial position of its customers when estimating the allowance. As of September 30, 2013 and December 31, 2012, the allowance for doubtful accounts was not material to the Company’s statements of financial position. | ||
Customer Incentives | ||
Customer incentives represent signing bonuses paid to customers. Customer incentives are paid in connection with the acquisition or renewal of customer contracts, and are therefore deferred and amortized using the straight-line method based on the contractual agreement. Related amortization is recorded as contra-revenue. | ||
Property, Equipment and Software—net | ||
Property, equipment and software consists of the Company’s corporate headquarters facility, furniture and equipment, software and leasehold improvements. These assets are depreciated on a straight-line basis over their respective useful lives, which are 15 to 40 years for the Company’s corporate headquarters facility and related improvements, 2 to 10 years for furniture and equipment, 3 to 5 years for software and 3 to 10 years for leasehold improvements or the lesser of the estimated useful life of the improvement or the term of lease. | ||
The Company capitalizes certain costs related to computer software developed for internal use and amortizes such costs on a straight-line basis over an estimated useful life of 3 to 5 years. Research and development costs incurred prior to establishing technological feasibility are charged to operations as such costs are incurred. Once technological feasibility has been established, costs are capitalized until the software is placed in service. | ||
Goodwill and Intangible Assets | ||
In accordance with ASC 350, Intangibles—Goodwill and Other, the Company tests goodwill for impairment for each reporting unit on an annual basis, or when events occur or circumstances change that would indicate the fair value of a reporting unit is below its carrying value. If the fair value of a reporting unit is less than its carrying value, an impairment loss is recorded to the extent that fair value of the goodwill within the reporting unit is less than its carrying value. The Company performed its most recent annual goodwill impairment test for all reporting units as of July 31, 2013 using market data and discounted cash flow analyses. Based on this analysis, it was determined that the fair value of all reporting units is substantially in excess of the carrying value. | ||
Intangible assets consist primarily of acquired customer relationships amortized over their estimated useful lives and an indefinite lived trade name not subject to amortization. The Company reviews the acquired customer relationships for possible impairment whenever events or changes in circumstances indicate that carrying amounts may not be recoverable. The indefinite lived trade name is tested for impairment annually. The Company performed its most recent annual trade name impairment test as of July 31, 2013, which indicated there was no impairment. | ||
Settlement Assets and Obligations | ||
Settlement assets and obligations result from Financial Institution Services when funds are transferred from or received by the Company prior to receiving or paying funds to a different entity. This timing difference results in a settlement asset or obligation. The amounts are generally collected or paid the following business day. | ||
The settlement assets and obligations recorded by Merchant Services represent intermediary balances due to differences between the amount the Sponsoring Member receives from the card associations and the amount funded to the merchants. Such differences arise from timing differences, interchange expenses, merchant reserves and exception items. In addition, certain card associations limit the Company from accessing or controlling merchant settlement funds and, instead, require that these funds be controlled by the Sponsoring Member. The Company follows a net settlement process whereby, if the settlement received from the card associations precedes the funding obligation to the merchant, the Company temporarily records a corresponding liability. Conversely, if the funding obligation to the merchant precedes the settlement from the card associations, the amount of the net receivable position is recorded by the Company, or in some cases, the Sponsoring Member may cover the position with its own funds in which case a receivable position is not recorded by the Company. | ||
Derivatives | ||
The Company accounts for derivatives in accordance with ASC 815, Derivatives and Hedging. This guidance establishes accounting and reporting for derivative instruments, including certain derivative instruments embedded in other contracts, and for hedging activities. All derivatives, whether designated in hedging relationships or not, are required to be recorded on the statement of financial position at fair value. If the derivative is designated as a fair value hedge, the changes in the fair value of the derivative and the hedged item will be recognized in earnings. If the derivative is designated as a cash flow hedge, the effective portion of the change in the fair value of the derivative will be recorded in accumulated other comprehensive income (loss) and will be recognized in the statement of income when the hedged item affects earnings. For a derivative that does not qualify as a hedge (“free-standing derivative”), changes in fair value are recognized in earnings. The Company does not enter into derivative financial instruments for speculative purposes. | ||
New Accounting Pronouncement | ||
In February 2013, the Financial Accounting Standards Board issued Accounting Standards Update 2013-02, "Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income." This amendment requires companies to disclose, in a single location within the financial statements or footnotes, reclassifications out of accumulated other comprehensive income (“AOCI”) separately for each component of other comprehensive income. For significant reclassifications, the disclosure is required to include the respective line items in net earnings affected by the reclassification. The amendment is effective prospectively for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2012. The Company's adoption of this principle did not have a material impact on our consolidated financial statements. |
BUSINESS_COMBINATION_Notes
BUSINESS COMBINATION (Notes) | 9 Months Ended | ||||
Sep. 30, 2013 | |||||
Business Combinations [Abstract] | |||||
Business Combination Disclosure [Text Block] | BUSINESS COMBINATION | ||||
Acquisition of Element Payment Services, Inc. | |||||
On July 31, 2013, the Company completed the acquisition of Element Payment Services, Inc. ("Element"), acquiring all of the outstanding voting interest. Element is a provider of fully integrated payment processing solutions for independent software vendors ("ISVs"). This acquisition provides the Company with strategic capabilities to partner with ISVs and positions the Company to increase its presence in the integrated payments market. | |||||
The acquisition was accounted for as a business combination under ASC 805, Business Combinations. The purchase price was allocated to the assets acquired and liabilities assumed based on the estimated fair value at the date of acquisition. The excess of the purchase price over the fair value of the net assets acquired was allocated to goodwill, none of which is deductible for tax purposes. Goodwill, assigned to Merchant Services, consists primarily of the acquired workforce and growth opportunities, none of which qualifies as an amortizable intangible asset. The preliminary purchase price allocation is as follows (in thousands): | |||||
Current assets | $ | 11,390 | |||
Equipment and software | 8,193 | ||||
Goodwill | 135,193 | ||||
Customer relationship intangible assets | 29,300 | ||||
Trade name | 500 | ||||
Current liabilities | (8,345 | ) | |||
Deferred tax liabilities | (13,772 | ) | |||
Total purchase price | $ | 162,459 | |||
Customer relationship intangible assets and the trade name have weighted average useful lives of 10 years and 1 year, respectively. | |||||
The pro forma results of the Company reflecting the acquisition of Element were not material to our financial results and therefore have not been presented. |
INTANGIBLE_ASSETS
INTANGIBLE ASSETS | 9 Months Ended | ||||||||
Sep. 30, 2013 | |||||||||
Intangible Assets, Net (Excluding Goodwill) [Abstract] | |||||||||
INTANGIBLE ASSETS | INTANGIBLE ASSETS | ||||||||
As of September 30, 2013 and December 31, 2012, the Company's intangible assets consisted of the following (in thousands): | |||||||||
September 30, | December 31, | ||||||||
2013 | 2012 | ||||||||
Customer relationship intangible assets | $ | 1,237,582 | $ | 1,212,919 | |||||
Trade names | 42,800 | 42,300 | |||||||
Customer portfolios and related assets | 23,335 | 16,780 | |||||||
1,303,717 | 1,271,999 | ||||||||
Less accumulated amortization on: | |||||||||
Customer relationship intangible assets | 469,729 | 383,962 | |||||||
Trade names | 1,083 | — | |||||||
Customer portfolios and related assets | 7,621 | 3,501 | |||||||
478,433 | 387,463 | ||||||||
$ | 825,284 | $ | 884,536 | ||||||
Amortization expense on intangible assets for the three months ended September 30, 2013 and 2012 was $32.9 million and $30.2 million, respectively. Amortization expense on intangible assets for the nine months ended September 30, 2013 and 2012 was $95.6 million and $89.8 million, respectively. | |||||||||
The estimated amortization expense of intangible assets for the next five years is as follows (in thousands): | |||||||||
Three months ending December 31, 2013 | $ | 32,752 | |||||||
Year ending December 31, 2014 | 126,155 | ||||||||
Year ending December 31, 2015 | 120,205 | ||||||||
Year ending December 31, 2016 | 115,859 | ||||||||
Year ending December 31, 2017 | 111,813 | ||||||||
Year ending December 31, 2018 | 108,856 | ||||||||
TAX_RECEIVABLE_AGREEMENTS
TAX RECEIVABLE AGREEMENTS | 9 Months Ended | |||||||
Sep. 30, 2013 | ||||||||
Tax Receivable Agreements Disclosure [Abstract] | ||||||||
TAX RECEIVABLE AGREEMENTS | TAX RECEIVABLE AGREEMENTS | |||||||
In connection with its IPO, the Company entered into four tax receivable agreements (“TRAs”) with its pre-IPO investors, which consisted of certain funds managed by Advent International Corporation (“Advent”), Fifth Third and JPDN Enterprises, LLC (“JPDN”). A description of each TRA is as follows: | ||||||||
• | TRA with Fifth Third: Provides for the payment by the Company to Fifth Third equal to 85% of the amount of cash savings, if any, in U.S. federal, state, local and foreign income tax that the Company realizes as a result of the increases in tax basis that results from the purchase of Vantiv Holding units from Fifth Third or from the exchange of Vantiv Holding units by Fifth Third for cash or shares of Class A common stock, as well as the tax benefits attributable to payments made under such TRA. Any actual increase in tax basis, as well as the amount and timing of any payments under the TRA, will vary depending upon a number of factors, including the timing of exchanges, the price of shares of the Company’s Class A common stock at the time of the exchange, the extent to which such exchanges are taxable, and the amount and timing of the Company’s income. | |||||||
Subsequent to the IPO, the underwriters exercised their option to purchase additional shares of the Company’s Class A common stock. As a result, the Company purchased units of Vantiv Holding from Fifth Third. In connection with the secondary offering, which took place in December 2012, Fifth Third exchanged Class B units of Vantiv Holding for Vantiv, Inc. Class A common stock. As a result of the increase in tax basis generated by these transactions, the Company recorded a liability under the TRA of $165.1 million. | ||||||||
In connection with the secondary offerings in May 2013 and August 2013, as discussed in Note 1 - Basis of Presentation and Summary of Significant Accounting Policies, Fifth Third exchanged Class B units of Vantiv Holding for shares of Vantiv, Inc. Class A common stock. As a result of the increase in tax basis generated by the exchanges, the Company recorded a liability under the TRA of $328.9 million. | ||||||||
• | TRA with Advent: Provides for the payment by the Company to Advent equal to 85% of the amount of cash savings, if any, in U.S. federal, state, local and foreign income tax that the Company realizes as a result of the use of the Company’s tax attributes in existence prior to the effective date of the Company’s IPO. | |||||||
• | TRA with all pre-IPO investors: Provides for the payment by the Company to its pre-IPO investors of 85% of the amount of cash savings, if any, in U.S. federal, state, local and foreign income tax that NPC Group, Inc. (“NPC”), a wholly-owned subsidiary of the Company, realizes as a result of its use of its NOLs and other tax attributes, with any such payment being paid to Advent, Fifth Third and JPDN according to their respective ownership interests in Vantiv Holding immediately prior to the IPO. | |||||||
• | TRA with JPDN: Provides for the payment to JPDN of 85% of the amount of cash savings, if any, in U.S. federal, state, local and foreign income tax that the Company realizes as a result of the increase in tax basis that may result from the Vantiv Holding units exchanged for the Company’s Class A common stock by JPDN, as well as the tax benefits attributable to payments made under such TRA. As part of the recapitalization of Vantiv, Inc. and Vantiv Holding immediately prior to the IPO, JPDN contributed its units of Vantiv Holding to Vantiv, Inc. in exchange for shares of Class A common stock of Vantiv, Inc., creating an obligation under the TRA. | |||||||
The Company will retain the benefit of the remaining 15% of the cash savings associated with each of the TRAs discussed above. | ||||||||
The Company’s liability pursuant to the TRAs was as follows (in thousands): | ||||||||
September 30, 2013 | December 31, 2012 | |||||||
TRA with Fifth Third Bank | $ | 494,000 | $ | 165,100 | ||||
TRA with Advent | 183,800 | 183,800 | ||||||
TRA with all pre-IPO investors | 134,100 | 134,100 | ||||||
TRA with JPDN | 1,700 | 1,700 | ||||||
Total | $ | 813,600 | $ | 484,700 | ||||
As a result of the increase in tax basis associated with the exchanges of units of Vantiv Holding discussed above, the Company recorded a cumulative deferred tax asset of $373.9 million. The Company recorded a corresponding reduction to paid-in capital for the difference between the TRA liability and the related deferred tax asset. | ||||||||
For each of the TRAs discussed above, the cash savings realized by the Company are computed by comparing the actual income tax liability of the Company to the amount of such taxes the Company would have been required to pay had there been no increase to the tax basis of the assets of Vantiv Holding as a result of the purchase or exchange of Vantiv Holding units, had there been no tax benefit from the tax basis in the intangible assets of Vantiv Holding on the date of the IPO and had there been no tax benefit as a result of the NOLs and other tax attributes at NPC. Subsequent adjustments of the tax receivable agreement obligations due to certain events (e.g. changes to the expected realization of NOLs or changes in tax rates) will be recognized in the statement of income. | ||||||||
The timing and/or amount of aggregate payments due under the TRAs may vary based on a number of factors, including the amount and timing of the taxable income the Company generates in the future and the tax rate then applicable, the use of loss carryovers and amortizable basis. Payments under the TRAs, if necessary, are required to be made no later than January 5th of the second year immediately following the current taxable year. Therefore, the Company does not expect to make any contractually obligated payments under the TRAs during the year ended December 31, 2013. The first contractually obligated payment under the TRA obligations is due in the first quarter of 2014. The payment, recorded as current portion of tax receivable agreement obligations to related parties on the accompanying statement of financial position, is expected to be approximately $31.6 million. The term of the TRAs will continue until all such tax benefits have been utilized or expired, unless the Company exercises its right to terminate the TRA for an amount based on the agreed payments remaining to be made under the agreement. See Note 14 - Subsequent Events for discussion of the TRA termination agreements executed on October 23, 2013. |
LONGTERM_DEBT_LONGTERM_DEBT
LONG-TERM DEBT LONG-TERM DEBT | 9 Months Ended | |||||||
Sep. 30, 2013 | ||||||||
Debt Disclosure [Abstract] | ||||||||
LONG-TERM DEBT | LONG-TERM DEBT | |||||||
As of September 30, 2013 and December 31, 2012, the Company’s debt consisted of the following: | ||||||||
September 30, | December 31, | |||||||
2013 | 2012 | |||||||
(in thousands) | ||||||||
$1,850.0 million term A loan, maturing on May 15, 2018, and bearing interest at a variable base rate (LIBOR) plus a spread rate (175 basis points) (total rate of 1.93% at September 30, 2013) and amortizing on a basis of 1.25% during each of the first eight quarters, 1.875% during each of the second eight quarters and 2.5% during each of the following three quarters with a balloon payment due at maturity | $ | 1,826,874 | $ | — | ||||
$1,000.0 million term A loan, maturing on March 27, 2017, bearing interest based on the Company's leverage ratio at a variable base rate (LIBOR) plus a spread rate (175 to 250 basis points) (total rate of 2.46% at December 31, 2012 and amortizing on a basis of 1.25% during each of the first eight quarters, 1.875% during each of the second eight quarters and 2.5% during each of the following three quarters with a balloon payment due at maturity | — | 962,500 | ||||||
$250.0 million term B loan, maturing on March 27, 2019, bearing interest at a variable base rate (LIBOR) plus a spread rate (275 basis points) with a floor of 100 basis points (total rate of 3.75% at December 31, 2012 and amortizing on a basis of 1.0% per year with a balloon payment due at maturity | — | 248,125 | ||||||
Borrowings under revolving credit facility (rate of 4.50% at December 31, 2012) | — | 40,000 | ||||||
$10.1 million leasehold mortgage, expiring on August 10, 2021 and bearing interest at a fixed rate of 6.22% | 10,131 | 10,131 | ||||||
Less: Current portion of note payable and current portion of note payable to related party | (92,500 | ) | (92,500 | ) | ||||
Less: Original issue discount | (2,781 | ) | (4,651 | ) | ||||
Total Long-Term Debt | $ | 1,741,724 | $ | 1,163,605 | ||||
In May 2013, the Company entered into a $1.85 billion term A loan, of which a portion of the proceeds were used to repay the existing senior secured credit facilities which consisted of term A and term B loans with an aggregate outstanding balance of approximately $1.2 billion. The existing revolving credit facility was also terminated. In addition to the new term A loan, the new debt agreement includes a $250.0 million revolving credit facility. The maturity date and debt service requirements relating to the new term A loan are listed in the table above. The revolving credit facility matures in May 2018 and includes a $75.0 million swing line facility and a $40.0 million letter of credit facility. The commitment fee rate for the unused portion of the revolving credit facility is 0.375% per year. | ||||||||
As of September 30, 2013 and December 31, 2012, Fifth Third held $348.0 million and $308.0 million, respectively, of the term A loan. In addition, as of December 31, 2012, Fifth Third held $12.8 million of the $40.0 million borrowed under the revolving credit facility. | ||||||||
Original Issue Discount and Deferred Financing Fees | ||||||||
As a result of the Company's May 2013 debt refinancing discussed above, the Company expensed approximately $20.0 million, which consisted primarily of the write-offs of unamortized deferred financing fees and original issue discount (“OID”) associated with the component of the refinancing accounted for as a debt extinguishment. Amounts expensed in connection with the refinancing are recorded as a component of non-operating expenses in the accompanying consolidated statements of income for the nine months ended September 30, 2013. At September 30, 2013, deferred financing fees of approximately $18.9 million and OID of approximately $2.8 million are recorded as a component of other non-current assets and as a reduction of note payable, respectively, in the accompanying consolidated statements of financial position. | ||||||||
Guarantees and Security | ||||||||
Our debt obligations at September 30, 2013 are unconditional and are guaranteed by Vantiv Holding and certain of Vantiv Holding’s existing and subsequently acquired or organized domestic subsidiaries. The refinanced debt and related guarantees are secured on a first-priority basis (subject to liens permitted under the Loan Agreement) in substantially all the capital stock (subject to a 65% limitation on pledges of capital stock of foreign subsidiaries and domestic holding companies of foreign subsidiaries) and personal property of Vantiv Holding and any obligors as well as any real property in excess of $5 million in the aggregate held by Vantiv Holding or any obligors (other than Vantiv Holding), subject to certain exceptions. | ||||||||
Covenants | ||||||||
There are certain quarterly financial and non-financial covenants contained in the loan agreement for the refinanced debt. |
DERIVATIVES_AND_HEDGING_ACTIVI
DERIVATIVES AND HEDGING ACTIVITIES | 9 Months Ended | |||||||||||||||
Sep. 30, 2013 | ||||||||||||||||
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||||||||||||||||
DERIVATIVES AND HEDGING ACTIVITIES | DERIVATIVES AND HEDGING ACTIVITIES | |||||||||||||||
Risk Management Objective of Using Derivatives | ||||||||||||||||
The Company enters into derivative financial instruments to manage differences in the amount, timing and duration of its known or expected cash payments related to its variable-rate debt. As of September 30, 2013, these derivative instruments consisted of interest rate swaps, which hedged the variable rate debt by converting floating-rate payments to fixed-rate payments. | ||||||||||||||||
Accounting for Derivative Instruments | ||||||||||||||||
The Company recognizes derivatives in other non-current assets or liabilities in the accompanying consolidated statements of financial position at their fair values. Refer to Note 10 - Fair Value Measurements for a detailed discussion of the fair value of its derivatives. The Company designates its interest rate swaps as cash flow hedges of forecasted interest rate payments related to its variable-rate debt. | ||||||||||||||||
The Company formally documents all relationships between hedging instruments and underlying hedged transactions, as well as its risk management objective and strategy for undertaking hedge transactions. This process includes linking all derivatives that are designated as cash flow hedges to forecasted transactions. A formal assessment of hedge effectiveness is performed both at inception of the hedge and on an ongoing basis to determine whether the hedge is highly effective in offsetting changes in cash flows of the underlying hedged item. Hedge effectiveness is assessed using a regression analysis. If it is determined that a derivative ceases to be highly effective during the term of the hedge, the Company will discontinue hedge accounting prospectively for such derivative. | ||||||||||||||||
The Company’s interest rate swaps qualify for hedge accounting under ASC 815, Derivatives and Hedging. Therefore, the effective portion of changes in fair value were recorded in accumulated other comprehensive income (loss) and reclassified into earnings in the same period during which the hedged transaction affected earnings. | ||||||||||||||||
Cash Flow Hedges of Interest Rate Risk | ||||||||||||||||
The Company's objectives in using interest rate derivatives are to add stability to interest expense and to manage its exposure to interest rate movements. To accomplish this objective, the Company uses interest rate swaps as part of its interest rate risk management strategy. As of September 30, 2013, the Company had sixteen outstanding interest rate swaps with a combined notional balance of $1.35 billion (amortizing to $1.1 billion) covering an exposure period from June 2013 through June 2017 that were designated as cash flow hedges of interest rate risk. Fifth Third is the counterparty to five of the sixteen outstanding interest rate swaps with notional balances ranging from $318.8 million to $262.5 million. | ||||||||||||||||
The Company does not offset derivative positions in the consolidated statements of financial position. The table below presents the gross fair values of the Company’s derivative financial instruments designated as cash flow hedges included within the accompanying consolidated statements of financial position (in thousands): | ||||||||||||||||
Consolidated Statements of | September 30, 2013 | December 31, 2012 | ||||||||||||||
Financial Position Location | ||||||||||||||||
Interest rate swaps | Other long-term asset | $ | 3,173 | $ | — | |||||||||||
Interest rate swaps | Other long-term liabilities | 2,390 | — | |||||||||||||
Any ineffectiveness associated with such derivative instruments will be recorded immediately as interest expense in the accompanying consolidated statements of income. As of September 30, 2013, the Company estimates that an additional $1.3 million will be reclassified to interest expense during the next twelve months. | ||||||||||||||||
The table below presents the effect of the Company’s interest rate swaps on the consolidated statements of income for the three months and nine months ended September 30, 2013 and 2012 (in thousands): | ||||||||||||||||
Three Months Ended | Nine Months Ended | |||||||||||||||
September 30, | September 30, | |||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||
Derivatives in cash flow hedging relationships: | ||||||||||||||||
Amount of gain (loss) recognized in OCI (effective portion)(1) | $ | (8,057 | ) | $ | — | $ | 506 | $ | (4,256 | ) | ||||||
Amount of loss reclassified from accumulated OCI into earnings (effective portion) | (243 | ) | — | (277 | ) | (2,600 | ) | |||||||||
Amount of loss recognized in earnings (ineffective portion)(2) | — | — | — | (31,079 | ) | |||||||||||
-1 | “OCI” represents other comprehensive income. | |||||||||||||||
-2 | For the nine months ended September 30, 2012, as a result of the Company's debt refinance in March 2012, amount represents loss due to missed forecasted transaction and is recorded as a component of non-operating expenses in the accompanying consolidated statements of income. |
COMMITMENTS_CONTINGENCIES_AND_
COMMITMENTS, CONTINGENCIES AND GUARANTEES | 9 Months Ended |
Sep. 30, 2013 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS, CONTINGENCIES AND GUARANTEES | COMMITMENTS, CONTINGENCIES AND GUARANTEES |
Legal Reserve | |
From time to time, the Company is involved in various litigation matters arising in the ordinary course of its business. While it is impossible to ascertain the ultimate resolution or range of financial liability with respect to these contingent matters, management believes none of these matters, either individually or in the aggregate, would have a material effect upon the Company’s consolidated financial statements. |
CONTROLLING_AND_NONCONTROLLING
CONTROLLING AND NON-CONTROLLING INTERESTS IN VANTIV HOLDING | 9 Months Ended | |||||||||||||||
Sep. 30, 2013 | ||||||||||||||||
Noncontrolling Interest [Abstract] | ||||||||||||||||
CONTROLLING AND NON-CONTROLLING INTERESTS IN VANTIV HOLDING | CONTROLLING AND NON-CONTROLLING INTERESTS IN VANTIV HOLDING | |||||||||||||||
As discussed in Note 1 - Basis of Presentation and Summary of Significant Accounting Policies, Vantiv, Inc. owns a controlling interest in Vantiv Holding, and therefore consolidates the financial results of Vantiv Holding and records non-controlling interest for the economic interests in Vantiv Holding held by Fifth Third. | ||||||||||||||||
As of September 30, 2013, Vantiv, Inc.’s interest in Vantiv Holding was 74.85%. Changes in units and related ownership interest in Vantiv Holding are summarized as follows: | ||||||||||||||||
Vantiv, Inc. | Fifth Third | Total | ||||||||||||||
As of December 31, 2012 | 142,243,680 | 70,219,136 | 212,462,816 | |||||||||||||
% of ownership | 66.95 | % | 33.05 | % | ||||||||||||
Fifth Third exchange of Vantiv Holding units for shares of Class A common stock in connection with 2013 secondary offerings | 21,396,310 | (21,396,310 | ) | — | ||||||||||||
Share repurchase | (17,452,958 | ) | — | (17,452,958 | ) | |||||||||||
Equity plan activity (a) | (913,246 | ) | — | (913,246 | ) | |||||||||||
As of September 30, 2013 | 145,273,786 | 48,822,826 | 194,096,612 | |||||||||||||
% of ownership | 74.85 | % | 25.15 | % | ||||||||||||
(a) | Includes repurchase of Class A common stock to satisfy employee tax withholding obligation, issuance of Class A common stock upon vesting of restricted stock awards and forfeitures of Restricted Class A common stock awards. | |||||||||||||||
As a result of the changes in ownership interests in Vantiv Holding, an adjustment of $240.8 million has been recognized during the nine months ended September 30, 2013 in order to reflect the portion of net assets of Vantiv Holding attributable to non-controlling unit holders based on ownership interests in Vantiv Holding at the time of the secondary offerings in May 2013 and August 2013. | ||||||||||||||||
The table below provides a reconciliation of net income attributable to non-controlling interests based on relative ownership interests in Vantiv Holding as discussed above (in thousands): | ||||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||
Net income | $ | 54,605 | $ | 48,639 | $ | 145,038 | $ | 53,289 | ||||||||
Items not allocable to non-controlling interests: | ||||||||||||||||
Vantiv, Inc. income tax expense (a) | 17,857 | 13,114 | 41,922 | 2,556 | ||||||||||||
Vantiv Holding net income | 72,462 | 61,753 | 186,960 | 55,845 | ||||||||||||
Net income attributable to non-controlling interests (b) | $ | 18,894 | $ | 24,375 | $ | 54,300 | $ | 24,433 | ||||||||
(a) Represents income tax expense related to Vantiv, Inc. | ||||||||||||||||
(b) Net income attributable to non-controlling interests reflects the allocation of Vantiv Holding’s net income based on the proportionate ownership interests in Vantiv Holding held by the non-controlling unitholders. The net income attributable to non-controlling unitholders reflects the changes in ownership interests summarized in the table above. |
SHAREBASED_COMPENSATION_PLANS
SHARE-BASED COMPENSATION PLANS | 9 Months Ended | ||||||
Sep. 30, 2013 | |||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||||||
SHARE-BASED COMPENSATION PLANS | SHARE-BASED COMPENSATION PLANS | ||||||
2012 Equity Incentive Plan | |||||||
The 2012 Vantiv, Inc. Equity Incentive Plan (“2012 Equity Plan”) was adopted by the Company’s board of directors in March 2012. The 2012 Equity Plan provides for grants of stock options, restricted stock and restricted stock units, performance awards and other stock-based awards. The maximum number of shares of Class A common stock available for issuance pursuant to the 2012 Equity Plan is 35.5 million shares. | |||||||
Total share-based compensation expense during the nine months ended September 30, 2013 and 2012 was $21.4 million and $26.9 million, respectively. | |||||||
Restricted Class A Common Stock | |||||||
Prior to the IPO in March 2012, certain employees and directors of Vantiv Holding participated in the Vantiv Holding Management Phantom Equity Plan (“Phantom Equity Plan”) which provided for awards to be converted to unrestricted and restricted shares of Vantiv, Inc. Class A common stock upon completion of the IPO, issued under the 2012 Equity Plan. Upon conversion, the Company issued 1,381,135 shares of unrestricted Class A Common Stock and 6,633,341 shares of restricted Class A Common Stock. During the nine months ended September 30, 2013, 1,768,994 shares of restricted stock vested and 347,595 restricted shares were forfeited. No restricted shares were granted during the nine months ended September 30, 2013. At September 30, 2013, there were 3,221,171 restricted shares outstanding. | |||||||
Stock Options | |||||||
During the nine months ended September 30, 2013, the Company granted 673,176 stock options to certain key employees. The stock options vest in 25% annual increments beginning on the first anniversary of the date of grant, subject to the participant's continued service through each such vesting date. All stock options are nonqualified stock options and expire on the tenth anniversary of the grant date. There were no options outstanding at the beginning of the period, and no options exercised or expired during the period. During the nine months ended September 30, 2013, there were 20,747 options forfeited. At September 30, 2013, there were 652,429 options outstanding. The weighted-average grant date fair value of $7.10 was estimated by the Company using the Black-Scholes option pricing model with the assumptions below: | |||||||
2013 | |||||||
Expected option life at grant (in years) | 6.25 | ||||||
Expected volatility | 30.60% | ||||||
Expected dividend yield | —% | ||||||
Risk-free interest rate | 1.15% | ||||||
The expected option life represents the period of time the stock options are expected to be outstanding and is based on the “simplified method” allowed under SEC guidance. The Company used the “simplified method” due to the lack of sufficient historical exercise data to provide a reasonable basis upon which to otherwise estimate the expected life of the stock options. Since the Company's publicly traded stock history is relatively short, expected volatility is based on the Company's historical volatility and the historical volatility of a group of peer companies. The Company does not intend to pay cash dividends in the foreseeable future. Consequently, the Company used an expected dividend yield of zero. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of the grant. | |||||||
Performance Share Units | |||||||
During the nine months ended September 30, 2013, the Company issued to certain key employees a total of 217,730 performance share units, which vest on the third anniversary of the grant date, subject to the achievement of certain performance goals. Participants have the right to earn 0% to 200% of a target number of shares of the Company's Class A Common Stock determined by the level of achievement of the performance measures during the performance period commencing on January 1, 2013 and ending on December 31, 2015. The weighted-average grant date fair value of the performance share units was $21.95, which was based on the quoted fair market value of our common stock on the grant date. There were no performance share units outstanding at the beginning of the period, and no performance share units vested during the period. During the nine months ended September 30, 2013, there were 6,710 performance share units forfeited. At September 30, 2013, there were 211,020 performance share units outstanding. | |||||||
Restricted Stock Units | |||||||
The Company issues to certain employees restricted stock units, which typically vest in 25% annual increments beginning on the first anniversary of the date of grant. The grant date fair value of the restricted stock units is based on the quoted fair market value of our common stock at the award date. | |||||||
The following table summarizes the number and weighted-average grant date fair value of restricted stock units during the nine months ended September 30, 2013: | |||||||
Restricted Stock Units | Weighted Average Grant Date Fair Value | ||||||
Non-vested at December 31, 2012 | 299,826 | $ | 17.87 | ||||
Granted | 441,280 | 22.44 | |||||
Vested | (1,804 | ) | 20.87 | ||||
Forfeited | (78,843 | ) | 19.86 | ||||
Non-vested at September 30, 2013 | 660,459 | $ | 20.68 | ||||
FAIR_VALUE_MEASUREMENTS
FAIR VALUE MEASUREMENTS | 9 Months Ended | |||||||||||||||||||||||
Sep. 30, 2013 | ||||||||||||||||||||||||
Fair Value Disclosures [Abstract] | ||||||||||||||||||||||||
FAIR VALUE MEASUREMENTS | FAIR VALUE MEASUREMENTS | |||||||||||||||||||||||
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The Company uses the hierarchy prescribed in ASC 820, Fair Value Measurement, based upon the available inputs to the valuation and the degree to which they are observable or not observable in the market. The three levels in the hierarchy are as follows: | ||||||||||||||||||||||||
• | Level 1 Inputs—Quoted prices (unadjusted) for identical assets or liabilities in active markets that are accessible as of the measurement date. | |||||||||||||||||||||||
• | Level 2 Inputs—Inputs other than quoted prices within Level 1 that are observable either directly or indirectly, including but not limited to quoted prices in markets that are not active, quoted prices in active markets for similar assets or liabilities and observable inputs other than quoted prices such as interest rates or yield curves. | |||||||||||||||||||||||
• | Level 3 Inputs—Unobservable inputs reflecting the Company’s own assumptions about the assumptions that market participants would use in pricing the asset or liability, including assumptions about risk. | |||||||||||||||||||||||
The following table summarizes assets and liabilities measured at fair value on a recurring basis as of September 30, 2013 and December 31, 2012 (in thousands): | ||||||||||||||||||||||||
September 30, 2013 | December 31, 2012 | |||||||||||||||||||||||
Fair Value Measurements Using | ||||||||||||||||||||||||
Level 1 | Level 2 | Level 3 | Level 1 | Level 2 | Level 3 | |||||||||||||||||||
Assets: | ||||||||||||||||||||||||
Interest rate swaps | $ | — | $ | 3,173 | $ | — | $ | — | $ | — | $ | — | ||||||||||||
Liabilities: | ||||||||||||||||||||||||
Interest rate swaps | $ | — | $ | 2,390 | $ | — | $ | — | $ | — | $ | — | ||||||||||||
Interest Rate Swaps | ||||||||||||||||||||||||
The Company uses interest rate swaps to manage interest rate risk. The fair value of interest rate swaps are determined using the market standard methodology of netting the discounted future fixed cash receipts (or payments) and the discounted expected variable cash payments (or receipts). The variable cash payments (or receipts) are based on the expectation of future interest rates (forward curves) derived from observed market interest rate curves. In addition, to comply with the provisions of ASC 820, Fair Value Measurements, credit valuation adjustments, which consider the impact of any credit enhancements to the contracts, are incorporated in the fair values to account for potential nonperformance risk. In adjusting the fair value of its interest rate swaps for the effect of nonperformance risk, the Company has considered any applicable credit enhancements such as collateral postings, thresholds, mutual puts, and guarantees. | ||||||||||||||||||||||||
Although the Company determined that the majority of the inputs used to value its interest rate swaps fell within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with its interest rate swaps utilized Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by itself and its counterparties. However, as of September 30, 2013, the Company assessed the significance of the impact of the credit valuation adjustments on the overall valuation of its interest rate swaps and determined that the credit valuation adjustment was not significant to the overall valuation of its interest rate swaps. As a result, the Company classified its interest rate swap valuations in Level 2 of the fair value hierarchy. See Note 6 - Derivatives and Hedging Activities for further discussion of the Company’s interest rate swaps. | ||||||||||||||||||||||||
The following table summarizes carrying amounts and estimated fair values for financial assets and liabilities, excluding assets and liabilities measured at fair value on a recurring basis, as of September 30, 2013 and December 31, 2012 (in thousands): | ||||||||||||||||||||||||
September 30, 2013 | December 31, 2012 | |||||||||||||||||||||||
Carrying | Fair Value | Carrying | Fair Value | |||||||||||||||||||||
Amount | Amount | |||||||||||||||||||||||
Assets: | ||||||||||||||||||||||||
Cash and cash equivalents | $ | 304,259 | $ | 304,259 | $ | 67,058 | $ | 67,058 | ||||||||||||||||
Liabilities: | ||||||||||||||||||||||||
Note payable | $ | 1,834,224 | $ | 1,837,690 | $ | 1,256,105 | $ | 1,262,945 | ||||||||||||||||
Due to the short-term nature of cash and cash equivalents, the carrying values approximate fair value. Cash and cash equivalents are classified in Level 1 of the fair value hierarchy. The fair value of the Company’s note payable was estimated based on rates currently available to the Company for bank loans with similar terms and maturities and is classified in Level 2 of the fair value hierarchy. |
NET_INCOME_PER_SHARE
NET INCOME PER SHARE | 9 Months Ended | |||||||||||||||
Sep. 30, 2013 | ||||||||||||||||
Earnings Per Share [Abstract] | ||||||||||||||||
NET INCOME PER SHARE | NET INCOME PER SHARE | |||||||||||||||
Basic net income per share is calculated by dividing net income attributable to Vantiv, Inc. by the weighted-average shares of Class A common stock outstanding during the period. | ||||||||||||||||
Diluted net income per share is calculated assuming that Vantiv Holding is a wholly-owned subsidiary of Vantiv, Inc., therefore eliminating the impact of non-controlling interests. As such, due to the Company's structure as a C corporation and Vantiv Holding's structure as a pass-through entity for tax purposes, the numerator in the calculation of diluted net income per share is adjusted to reflect the Company's income tax expense assuming the conversion of the non-controlling interest into Class A common stock. The denominator is adjusted to include the weighted-average shares of Class A common stock outstanding assuming conversion of the Class B units of Vantiv Holding held by the non-controlling interest on an “if-converted” basis. During the three months and nine months ended September 30, 2012, 83,919,136 and 59,156,604, respectively, Class B units of Vantiv Holding were excluded in computing diluted net income per share because including them would have had an antidilutive effect. As the Class B units of Vantiv Holding were not included, the numerator used in the calculation of diluted net income per share was equal to the numerator used in the calculation of basic net income per share. | ||||||||||||||||
During the three months and nine months ended September 30, 2013, the weighted-average diluted shares also included the restricted stock awards as discussed in Note 9 - Share-Based Compensation Plans, and the warrant held by Fifth Third which allows for the purchase of Class C units of Vantiv Holding. Excluded from the diluted shares for the three months and nine months ended September 30, 2013 are approximately 652,000 stock options as they were anti-dilutive during the period. Approximately 211,000 performance share units are excluded as the applicable performance metrics had not been met as of the reporting date. | ||||||||||||||||
The shares of Class B common stock do not share in the earnings or losses of the Company and are therefore not participating securities. Accordingly, basic and diluted net income per share of Class B common stock has not been presented. | ||||||||||||||||
The weighted-average Class A common shares used in computing basic and diluted net income per share during the three months and nine months ended September 30, 2012 reflect the retrospective application of the stock split which occurred in connection with the IPO. | ||||||||||||||||
The following table sets forth the computation of basic and diluted net income per share (in thousands, except per share data): | ||||||||||||||||
Three Months Ended | Nine Months Ended | |||||||||||||||
September 30, | September 30, | |||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||
Basic: | ||||||||||||||||
Net income attributable to Vantiv, Inc. | $ | 35,711 | $ | 24,264 | $ | 90,738 | $ | 28,856 | ||||||||
Shares used in computing basic net income per share: | ||||||||||||||||
Weighted-average Class A common shares | 139,968,417 | 122,959,429 | 138,142,146 | 112,953,425 | ||||||||||||
Basic net income per share | $ | 0.26 | $ | 0.2 | $ | 0.66 | $ | 0.26 | ||||||||
Diluted: | ||||||||||||||||
Consolidated income before applicable income taxes | $ | 79,498 | $ | — | $ | 208,688 | $ | — | ||||||||
Income tax expense excluding impact of non-controlling interest | 30,607 | — | 80,345 | — | ||||||||||||
Net income | $ | 48,891 | $ | 24,264 | $ | 128,343 | $ | 28,856 | ||||||||
Shares used in computing diluted net income per share: | ||||||||||||||||
Weighted-average Class A common shares | 139,968,417 | 122,959,429 | 138,142,146 | 112,953,425 | ||||||||||||
Weighted-average Class B units of Vantiv Holding | 50,833,696 | — | 60,934,515 | — | ||||||||||||
Restricted stock awards | 1,779,559 | 2,191,494 | 1,779,254 | 1,047,307 | ||||||||||||
Warrant | 8,429,342 | 5,976,274 | 6,987,250 | 5,599,350 | ||||||||||||
Diluted weighted-average shares outstanding | 201,011,014 | 131,127,197 | 207,843,165 | 119,600,082 | ||||||||||||
Diluted net income per share | $ | 0.24 | $ | 0.19 | $ | 0.62 | $ | 0.24 | ||||||||
ACCUMULATED_OTHER_COMPREHENSIV
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) | 9 Months Ended | ||||||||||||||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||||||||||||||
Stockholders' Equity Note [Abstract] | |||||||||||||||||||||||||||||
Stockholders' Equity Note Disclosure [Text Block] | ACCUMULATED OTHER COMPREHENSIVE INCOME | ||||||||||||||||||||||||||||
The activity of the components of AOCI related to cash flow hedging activities was as follows for the three months and nine months ended September 30, 2013 and 2012 (in thousands): | |||||||||||||||||||||||||||||
Total Other Comprehensive Income | |||||||||||||||||||||||||||||
AOCI Beginning Balance | Pretax Activity | Tax Effect | Net Activity | Attributable to non-controlling interests | Attributable to Vantiv, Inc. | AOCI Ending Balance | |||||||||||||||||||||||
Three months ended September 30, 2013 | |||||||||||||||||||||||||||||
Net change in fair value recorded in accumulated OCI | $ | 3,900 | $ | (8,057 | ) | $ | 2,210 | $ | (5,847 | ) | $ | 2,082 | $ | (3,765 | ) | $ | 135 | ||||||||||||
Net realized loss reclassified into earnings (a) | 15 | 243 | (67 | ) | 176 | (61 | ) | 115 | 130 | ||||||||||||||||||||
Net change | $ | 3,915 | $ | (7,814 | ) | $ | 2,143 | $ | (5,671 | ) | $ | 2,021 | $ | (3,650 | ) | $ | 265 | ||||||||||||
Nine months ended September 30, 2013 | |||||||||||||||||||||||||||||
Net change in fair value recorded in accumulated OCI | $ | — | $ | 506 | $ | (80 | ) | $ | 426 | $ | (291 | ) | $ | 135 | $ | 135 | |||||||||||||
Net realized loss reclassified into earnings (a) | — | 277 | (76 | ) | 201 | (71 | ) | 130 | 130 | ||||||||||||||||||||
Net change | $ | — | $ | 783 | $ | (156 | ) | $ | 627 | $ | (362 | ) | $ | 265 | $ | 265 | |||||||||||||
Nine months ended September 30, 2012 (b) | |||||||||||||||||||||||||||||
Net realized loss reclassified into earnings (a) | $ | (9,514 | ) | $ | 29,424 | $ | (5,495 | ) | $ | 23,929 | $ | (14,415 | ) | $ | 9,514 | $ | — | ||||||||||||
Net change | $ | (9,514 | ) | $ | 29,424 | $ | (5,495 | ) | $ | 23,929 | $ | (14,415 | ) | $ | 9,514 | $ | — | ||||||||||||
(a) The reclassification adjustment on cash flow hedge derivatives affected the following lines in the Company's consolidated statements of income: | |||||||||||||||||||||||||||||
OCI Component | Affected line in the consolidated statements of income | ||||||||||||||||||||||||||||
Pretax activity(1) | Interest expense-net/non-operating expenses | ||||||||||||||||||||||||||||
Tax effect | Income tax expense | ||||||||||||||||||||||||||||
OCI Attributable to non-controlling interests | Net income attributable to non-controlling interests | ||||||||||||||||||||||||||||
(1) During the three months and nine months ended September 30, 2013, reflects amount of loss reclassified from AOCI into earnings, representing the effective portion of the hedging relationships, and is recorded in interest expense-net. During the nine months ended September 30, 3012, reflects net loss due to missed forecasted transaction and is recorded as a component of non-operating expenses. | |||||||||||||||||||||||||||||
(b) | Due to the termination of interest rate swaps in connection with the Company's IPO in March 2012, there was no activity recorded in OCI during the three months ended September 30, 2012. |
SEGMENT_INFORMATION
SEGMENT INFORMATION | 9 Months Ended | |||||||||||||||
Sep. 30, 2013 | ||||||||||||||||
Segment Reporting [Abstract] | ||||||||||||||||
SEGMENT INFORMATION | SEGMENT INFORMATION | |||||||||||||||
The Company's segments consist of the Merchant Services segment and the Financial Institution Services segment. The Company's Chief Executive Officer, who is the chief operating decision maker (“CODM”), evaluates the performance and allocates resources based on the operating results of each segment. Segment operating results are presented below (in thousands). The results reflect revenues and expenses directly related to each segment. The Company does not evaluate performance or allocate resources based on segment asset data, and therefore such information is not presented. | ||||||||||||||||
Segment profit reflects total revenue less network fees and other costs and sales and marketing costs of the segment. The Company’s CODM evaluates this metric in analyzing the results of operations for each segment. | ||||||||||||||||
Three Months Ended September 30, 2013 | ||||||||||||||||
Financial Institution | General | |||||||||||||||
Merchant Services | Services | Corporate/Other | Total | |||||||||||||
Total revenue | $ | 413,360 | $ | 118,987 | $ | — | $ | 532,347 | ||||||||
Network fees and other costs | 203,642 | 34,499 | — | 238,141 | ||||||||||||
Sales and marketing | 72,534 | 7,017 | — | 79,551 | ||||||||||||
Segment profit | $ | 137,184 | $ | 77,471 | $ | — | $ | 214,655 | ||||||||
Three Months Ended September 30, 2012 | ||||||||||||||||
Financial Institution | General | |||||||||||||||
Merchant Services | Services | Corporate/Other | Total | |||||||||||||
Total revenue | $ | 354,120 | $ | 112,616 | $ | — | $ | 466,736 | ||||||||
Network fees and other costs | 177,084 | 31,155 | — | 208,239 | ||||||||||||
Sales and marketing | 63,046 | 6,267 | — | 69,313 | ||||||||||||
Segment profit | $ | 113,990 | $ | 75,194 | $ | — | $ | 189,184 | ||||||||
Nine Months Ended September 30, 2013 | ||||||||||||||||
Financial Institution | General | |||||||||||||||
Merchant Services | Services | Corporate/Other | Total | |||||||||||||
Total revenue | $ | 1,197,497 | $ | 352,225 | $ | — | $ | 1,549,722 | ||||||||
Network fees and other costs | 585,364 | 100,344 | — | 685,708 | ||||||||||||
Sales and marketing | 213,034 | 18,929 | — | 231,963 | ||||||||||||
Segment profit | $ | 399,099 | $ | 232,952 | $ | — | $ | 632,051 | ||||||||
Nine Months Ended September 30, 2012 | ||||||||||||||||
Financial Institution | General | |||||||||||||||
Merchant Services | Services | Corporate/Other | Total | |||||||||||||
Total revenue | $ | 1,028,926 | $ | 340,221 | $ | — | $ | 1,369,147 | ||||||||
Network fees and other costs | 517,499 | 100,192 | — | 617,691 | ||||||||||||
Sales and marketing | 193,394 | 19,208 | — | 212,602 | ||||||||||||
Segment profit | $ | 318,033 | $ | 220,821 | $ | — | $ | 538,854 | ||||||||
A reconciliation of total segment profit to the Company’s income before applicable income taxes is as follows (in thousands): | ||||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||
Total segment profit | $ | 214,655 | $ | 189,184 | $ | 632,051 | $ | 538,854 | ||||||||
Less: Other operating costs | (48,340 | ) | (40,376 | ) | (148,168 | ) | (119,802 | ) | ||||||||
Less: General and administrative | (27,489 | ) | (28,600 | ) | (88,450 | ) | (86,387 | ) | ||||||||
Less: Depreciation and amortization | (48,604 | ) | (40,618 | ) | (136,428 | ) | (119,181 | ) | ||||||||
Less: Interest expense—net | (10,724 | ) | (10,056 | ) | (30,317 | ) | (44,675 | ) | ||||||||
Less: Non-operating expenses | — | — | (20,000 | ) | (92,672 | ) | ||||||||||
Income before applicable income taxes | $ | 79,498 | $ | 69,534 | $ | 208,688 | $ | 76,137 | ||||||||
SUBSEQUENT_EVENT_Notes
SUBSEQUENT EVENT (Notes) | 9 Months Ended |
Sep. 30, 2013 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | SUBSEQUENT EVENT |
On October 22, 2013, the Company's board of directors approved a program to repurchase up to $137 million of the Company's Class A common stock. Purchases under the repurchase program may be made from time to time in the open market, in privately negotiated transactions, or otherwise. The manner, timing, and amount of any purchases will be determined by management based on an evaluation of market conditions, stock price, and other factors. No share repurchases have been transacted under this program as of the date of this filing. There is no guarantee as to the exact number or amount of shares that will be repurchased, and the Company may discontinue purchases at any time that management determines additional purchases are not warranted. | |
On October 23, 2013, the Company entered into substantially identical tax receivable termination agreements with Advent and JPDN to terminate the obligations owed to them under the TRAs established at the time of the Company’s IPO. Under the terms of the tax receivable termination agreements, the Company paid approximately $112 million to Advent and $0.5 million to JPDN to settle approximately $254 million of obligations under the TRAs, the difference of which will be recorded as an addition to paid-in capital. As a result of the termination agreements, the TRAs with Advent and JPDN were terminated and the Company has no further obligations to Advent or JPDN under the TRAs. The Company remains obligated to pay amounts due to Fifth Third Bank under the TRA with all pre-IPO investors and the TRA with Fifth Third Bank. Advent is a stockholder of the Company and JPDN is an affiliate of the Company’s president and chief executive officer. A special committee of the Company’s board of directors comprised of independent, disinterested directors authorized the tax receivable termination agreements. See Note 4 - Tax Receivable Agreements, for additional information about the TRAs. |
BASIS_OF_PRESENTATION_Policies
BASIS OF PRESENTATION (Policies) | 9 Months Ended |
Sep. 30, 2013 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Principles of Consolidation | Principles of Consolidation |
The accompanying consolidated financial statements include the operations and accounts of the Company and all subsidiaries thereof. All intercompany balances and transactions have been eliminated upon consolidation. | |
As of September 30, 2013, Vantiv, Inc. and Fifth Third Bank (“Fifth Third”) owned interests in Vantiv Holding of 74.85% and 25.15%, respectively. | |
The Company accounts for non-controlling interests in accordance with Accounting Standards Codification (“ASC”) 810, Consolidation. Non-controlling interests represent the minority shareholders’ share of net income or loss and equity in Vantiv Holding. Net income (loss) attributable to non-controlling interests does not include expenses incurred directly by Vantiv, Inc., including income tax expense (benefit) attributable to Vantiv, Inc. All of the Company’s non-controlling interests are presented after Vantiv Holding income tax expense (benefit) in the consolidated statements of income (loss) as “Net (income) loss attributable to non-controlling interests.” Non-controlling interests are presented as a component of equity in the consolidated statements of financial position. | |
Basis of presentation | Basis of Presentation |
The accompanying consolidated financial statements include those of Vantiv, Inc. and its majority-owned subsidiary, Vantiv Holding, LLC. The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and should be read in conjunction with the Company's 2012 audited financial statements and notes thereto included in the Company's Annual Report on Form 10-K. The accompanying consolidated financial statements are unaudited; however, in the opinion of management they include all normal recurring adjustments necessary for a fair presentation of the Company's financial position, results of operations and cash flows for the periods presented. Results of operations reported for interim periods are not necessarily indicative of results for the entire year. | |
Use of Estimates | Use of Estimates |
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. |
SUMMARY_OF_SIGNIFICANT_ACCOUNT1
SUMMARY OF SIGNIFICANT ACCOUNTING AND REPORTING POLICIES (Policies) | 9 Months Ended | |
Sep. 30, 2013 | ||
Accounting Policies [Abstract] | ||
Revenue Recognition | Revenue Recognition | |
The Company has contractual agreements with its clients that set forth the general terms and conditions of the relationship including line item pricing, payment terms and contract duration. Revenues are recognized as earned (i.e., for transaction based fees, when the underlying transaction is processed) in conjunction with ASC 605, Revenue Recognition. ASC 605, Revenue Recognition, establishes guidance as to when revenue is realized or realizable and earned by using the following criteria: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred or services have been rendered; (3) the seller’s price is fixed or determinable; and (4) collectibility is reasonably assured. | ||
The Company follows guidance provided in ASC 605-45, Principal Agent Considerations. ASC 605-45, Principal Agent Considerations, states that whether a company should recognize revenue based on the gross amount billed to a customer or the net amount retained is a matter of judgment that depends on the facts and circumstances of the arrangement and that certain factors should be considered in the evaluation. The Company recognizes processing revenues net of interchange fees, which are assessed to the Company’s merchant customers on all processed transactions. Interchange rates are not controlled by the Company, which effectively acts as a clearing house collecting and remitting interchange fee settlement on behalf of issuing banks, debit networks, credit card associations and its processing customers. All other revenue is reported on a gross basis, as the Company contracts directly with the end customer, assumes the risk of loss and has pricing flexibility. | ||
The Company generates revenue primarily by processing electronic payment transactions. Set forth below is a description of the Company’s revenue by segment. | ||
Merchant Services | ||
The Company’s Merchant Services segment revenue is primarily derived from processing credit and debit card transactions. Merchant Services revenue is primarily comprised of fees charged to businesses, net of interchange fees, for payment processing services, including authorization, capture, clearing, settlement and information reporting of electronic transactions. The fees charged consist of either a percentage of the dollar volume of the transaction or a fixed fee, or both, and are recognized at the time of the transaction. Merchant Services revenue also includes a number of revenue items that are incurred by the Company and are reimbursable as the costs are passed through to and paid by the Company’s clients. These items primarily consist of Visa, MasterCard and other payment network fees. In addition, for sales through ISOs and certain other referral sources in which the Company is the primary party to the contract with the merchant, the Company records the full amount of the fees collected from the merchant as revenue. Merchant Services segment revenue also includes revenue from ancillary services such as fraud management, equipment sales and terminal rent. Merchant Services revenue is recognized as services are performed. | ||
Financial Institution Services | ||
The Company’s Financial Institution Services segment revenues are primarily derived from debit, credit and automated teller machines (“ATM”) card transaction processing, ATM driving and support, and personal identification number (“PIN”) debit processing services. Financial Institution Services revenue associated with processing transactions includes per transaction and account related fees, card production fees and fees generated from the Company’s Jeanie network. Financial Institution Services revenue related to card transaction processing is recognized when consumers use their client-issued cards to make purchases. Financial Institution Services also generates revenue through other services, including statement production, collections and inbound/outbound call centers for credit transactions and other services such as credit card portfolio analytics, program strategy and support, fraud and security management and chargeback and dispute services. Financial Institution Services revenue is recognized as services are performed. | ||
Financial Institution Services provides certain services to Fifth Third. Revenues related to these services are included in the accompanying statements of income as related party revenues. | ||
Expenses | Expenses | |
Set forth below is a brief description of the components of the Company’s expenses: | ||
• | Network fees and other costs consists of certain expenses incurred by the Company in connection with providing processing services to its clients, including Visa and MasterCard network association fees, payment network fees, card production costs, telecommunication charges, postage and other third party processing expenses. | |
• | Sales and marketing expense primarily consists of salaries and benefits paid to sales personnel, sales management and other sales and marketing personnel, advertising and promotional costs and residual payments made to ISOs, agent banks and other third party partners. | |
• | Other operating costs primarily consist of salaries and benefits paid to operational and IT personnel, costs associated with operating the Company’s technology platform and data centers, information technology costs for processing transactions, product development costs, software consulting fees and maintenance costs. | |
• | General and administrative expenses primarily consist of salaries and benefits paid to executive management and administrative employees, including finance, human resources, product development, legal and risk management, share-based compensation costs, equipment and occupancy costs and consulting costs. | |
• | Non-operating expenses consist of charges related to the refinancing of the Company's senior secured credit facilities (See Note 5 - Long-Term Debt) in May 2013 and March 2012 and the Company's early termination of interest rate swaps (See Note 6 - Derivatives and Hedging Activities) in connection with the March 2012 debt refinancing, as well as a one-time activity fee of $6.0 million assessed by MasterCard as a result of the Company's initial public offering (“IPO”). | |
Share-Based Compensation | Share-Based Compensation | |
The Company expenses employee share-based payments under ASC 718, Compensation—Stock Compensation, which requires compensation cost for the grant-date fair value of share-based payments to be recognized over the requisite service period. The Company estimates the grant date fair value of the share-based awards issued in the form of options using the Black-Scholes option pricing model. The fair value of restricted stock awards and performance awards is measured based on the market price of the Company’s stock on the grant date. | ||
Earnings Per Share | Earnings Per Share | |
Basic earnings per share is computed by dividing net income attributable to Vantiv, Inc. by the weighted average shares outstanding during the period. Diluted earnings per share is computed by dividing net income attributable to Vantiv, Inc., adjusted as necessary for the impact of potentially dilutive securities, by the weighted-average shares outstanding during the period and the impact of securities that would have a dilutive effect on earnings per share. See Note 11 - Net Income Per Share for further discussion. | ||
Income Taxes | Income Taxes | |
Vantiv, Inc. is taxed as a C corporation for U.S. income tax purposes and is therefore subject to both federal and state taxation at a corporate level. | ||
Income taxes are computed in accordance with ASC 740, Income Taxes, and reflect the net tax effects of temporary differences between the financial reporting carrying amounts of assets and liabilities and the corresponding income tax amounts. The Company has deferred tax assets and liabilities and maintains valuation allowances where it is more likely than not that all or a portion of deferred tax assets will not be realized. To the extent the Company determines that it will not realize the benefit of some or all of its deferred tax assets, such deferred tax assets will be adjusted through the Company’s provision for income taxes in the period in which this determination is made. As of September 30, 2013 and December 31, 2012 the Company had recorded no valuation allowances against deferred tax assets. | ||
The Company’s consolidated interim effective tax rate is based upon expected annual income from operations, statutory tax rates and tax laws in the various jurisdictions in which the Company operates. Significant or unusual items, including adjustments to accruals for tax uncertainties, are recognized in the quarter in which the related event occurs. | ||
The Company’s effective tax rates were 30.5% and 30.0%, respectively, for the nine months ended September 30, 2013 and 2012. The effective rate for each period reflects the impact of the Company’s non-controlling interests. | ||
Cash and Cash Equivalents | Cash and Cash Equivalents | |
Investments with original maturities of three months or less (that are readily convertible to cash) are considered to be cash equivalents and are stated at cost, which approximates fair value. Cash equivalents consist primarily of overnight Eurodollar sweep accounts which are maintained at reputable financial institutions with high credit quality and therefore are considered to bear minimal credit risk. | ||
Accounts Receivable—net | Accounts Receivable—net | |
Accounts receivable primarily represent processing revenues earned but not collected. For a majority of its customers, the Company has the authority to debit the client’s bank accounts through the Federal Reserve’s Automated Clearing House; as such, collectibility is reasonably assured. The Company records a reserve for doubtful accounts when it is probable that the accounts receivable will not be collected. The Company reviews historical loss experience and the financial position of its customers when estimating the allowance. As of September 30, 2013 and December 31, 2012, the allowance for doubtful accounts was not material to the Company’s statements of financial position. | ||
Customer Incentives | Customer Incentives | |
Customer incentives represent signing bonuses paid to customers. Customer incentives are paid in connection with the acquisition or renewal of customer contracts, and are therefore deferred and amortized using the straight-line method based on the contractual agreement. Related amortization is recorded as contra-revenue. | ||
Property and Equipment—net | Property, Equipment and Software—net | |
Property, equipment and software consists of the Company’s corporate headquarters facility, furniture and equipment, software and leasehold improvements. These assets are depreciated on a straight-line basis over their respective useful lives, which are 15 to 40 years for the Company’s corporate headquarters facility and related improvements, 2 to 10 years for furniture and equipment, 3 to 5 years for software and 3 to 10 years for leasehold improvements or the lesser of the estimated useful life of the improvement or the term of lease. | ||
The Company capitalizes certain costs related to computer software developed for internal use and amortizes such costs on a straight-line basis over an estimated useful life of 3 to 5 years. Research and development costs incurred prior to establishing technological feasibility are charged to operations as such costs are incurred. Once technological feasibility has been established, costs are capitalized until the software is placed in service. | ||
Goodwill and Intangible Assets | Goodwill and Intangible Assets | |
In accordance with ASC 350, Intangibles—Goodwill and Other, the Company tests goodwill for impairment for each reporting unit on an annual basis, or when events occur or circumstances change that would indicate the fair value of a reporting unit is below its carrying value. If the fair value of a reporting unit is less than its carrying value, an impairment loss is recorded to the extent that fair value of the goodwill within the reporting unit is less than its carrying value. The Company performed its most recent annual goodwill impairment test for all reporting units as of July 31, 2013 using market data and discounted cash flow analyses. Based on this analysis, it was determined that the fair value of all reporting units is substantially in excess of the carrying value. | ||
Intangible assets consist primarily of acquired customer relationships amortized over their estimated useful lives and an indefinite lived trade name not subject to amortization. The Company reviews the acquired customer relationships for possible impairment whenever events or changes in circumstances indicate that carrying amounts may not be recoverable. The indefinite lived trade name is tested for impairment annually. The Company performed its most recent annual trade name impairment test as of July 31, 2013, which indicated there was no impairment. | ||
Settlement Assets and Obligations | Settlement Assets and Obligations | |
Settlement assets and obligations result from Financial Institution Services when funds are transferred from or received by the Company prior to receiving or paying funds to a different entity. This timing difference results in a settlement asset or obligation. The amounts are generally collected or paid the following business day. | ||
The settlement assets and obligations recorded by Merchant Services represent intermediary balances due to differences between the amount the Sponsoring Member receives from the card associations and the amount funded to the merchants. Such differences arise from timing differences, interchange expenses, merchant reserves and exception items. In addition, certain card associations limit the Company from accessing or controlling merchant settlement funds and, instead, require that these funds be controlled by the Sponsoring Member. The Company follows a net settlement process whereby, if the settlement received from the card associations precedes the funding obligation to the merchant, the Company temporarily records a corresponding liability. Conversely, if the funding obligation to the merchant precedes the settlement from the card associations, the amount of the net receivable position is recorded by the Company, or in some cases, the Sponsoring Member may cover the position with its own funds in which case a receivable position is not recorded by the Company. | ||
Derivatives | Derivatives | |
The Company accounts for derivatives in accordance with ASC 815, Derivatives and Hedging. This guidance establishes accounting and reporting for derivative instruments, including certain derivative instruments embedded in other contracts, and for hedging activities. All derivatives, whether designated in hedging relationships or not, are required to be recorded on the statement of financial position at fair value. If the derivative is designated as a fair value hedge, the changes in the fair value of the derivative and the hedged item will be recognized in earnings. If the derivative is designated as a cash flow hedge, the effective portion of the change in the fair value of the derivative will be recorded in accumulated other comprehensive income (loss) and will be recognized in the statement of income when the hedged item affects earnings. For a derivative that does not qualify as a hedge (“free-standing derivative”), changes in fair value are recognized in earnings. The Company does not enter into derivative financial instruments for speculative purposes. | ||
New Accounting Pronouncements | New Accounting Pronouncement | |
In February 2013, the Financial Accounting Standards Board issued Accounting Standards Update 2013-02, "Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income." This amendment requires companies to disclose, in a single location within the financial statements or footnotes, reclassifications out of accumulated other comprehensive income (“AOCI”) separately for each component of other comprehensive income. For significant reclassifications, the disclosure is required to include the respective line items in net earnings affected by the reclassification. The amendment is effective prospectively for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2012. The Company's adoption of this principle did not have a material impact on our consolidated financial statements. |
BUSINESS_COMBINATION_Tables
BUSINESS COMBINATION (Tables) | 9 Months Ended | ||||
Sep. 30, 2013 | |||||
Business Combinations [Abstract] | |||||
Schedule of Purchase Price Allocation [Table Text Block] | The preliminary purchase price allocation is as follows (in thousands): | ||||
Current assets | $ | 11,390 | |||
Equipment and software | 8,193 | ||||
Goodwill | 135,193 | ||||
Customer relationship intangible assets | 29,300 | ||||
Trade name | 500 | ||||
Current liabilities | (8,345 | ) | |||
Deferred tax liabilities | (13,772 | ) | |||
Total purchase price | $ | 162,459 | |||
INTANGIBLE_ASSETS_Tables
INTANGIBLE ASSETS (Tables) | 9 Months Ended | ||||||||
Sep. 30, 2013 | |||||||||
Intangible Assets, Net (Excluding Goodwill) [Abstract] | |||||||||
Schedule of intangible assets | As of September 30, 2013 and December 31, 2012, the Company's intangible assets consisted of the following (in thousands): | ||||||||
September 30, | December 31, | ||||||||
2013 | 2012 | ||||||||
Customer relationship intangible assets | $ | 1,237,582 | $ | 1,212,919 | |||||
Trade names | 42,800 | 42,300 | |||||||
Customer portfolios and related assets | 23,335 | 16,780 | |||||||
1,303,717 | 1,271,999 | ||||||||
Less accumulated amortization on: | |||||||||
Customer relationship intangible assets | 469,729 | 383,962 | |||||||
Trade names | 1,083 | — | |||||||
Customer portfolios and related assets | 7,621 | 3,501 | |||||||
478,433 | 387,463 | ||||||||
$ | 825,284 | $ | 884,536 | ||||||
Schedule of expected amortization expense | The estimated amortization expense of intangible assets for the next five years is as follows (in thousands): | ||||||||
Three months ending December 31, 2013 | $ | 32,752 | |||||||
Year ending December 31, 2014 | 126,155 | ||||||||
Year ending December 31, 2015 | 120,205 | ||||||||
Year ending December 31, 2016 | 115,859 | ||||||||
Year ending December 31, 2017 | 111,813 | ||||||||
Year ending December 31, 2018 | 108,856 | ||||||||
TAX_RECEIVABLE_AGREEMENTS_Tabl
TAX RECEIVABLE AGREEMENTS (Tables) | 9 Months Ended | |||||||
Sep. 30, 2013 | ||||||||
Tax Receivable Agreements Disclosure [Abstract] | ||||||||
Schedule of the company's liability pursuant to the TRAs | he Company’s liability pursuant to the TRAs was as follows (in thousands): | |||||||
September 30, 2013 | December 31, 2012 | |||||||
TRA with Fifth Third Bank | $ | 494,000 | $ | 165,100 | ||||
TRA with Advent | 183,800 | 183,800 | ||||||
TRA with all pre-IPO investors | 134,100 | 134,100 | ||||||
TRA with JPDN | 1,700 | 1,700 | ||||||
Total | $ | 813,600 | $ | 484,700 | ||||
LONGTERM_DEBT_Tables
LONG-TERM DEBT (Tables) | 9 Months Ended | |||||||
Sep. 30, 2013 | ||||||||
Debt Disclosure [Abstract] | ||||||||
Schedule of Company's Debt | As of September 30, 2013 and December 31, 2012, the Company’s debt consisted of the following: | |||||||
September 30, | December 31, | |||||||
2013 | 2012 | |||||||
(in thousands) | ||||||||
$1,850.0 million term A loan, maturing on May 15, 2018, and bearing interest at a variable base rate (LIBOR) plus a spread rate (175 basis points) (total rate of 1.93% at September 30, 2013) and amortizing on a basis of 1.25% during each of the first eight quarters, 1.875% during each of the second eight quarters and 2.5% during each of the following three quarters with a balloon payment due at maturity | $ | 1,826,874 | $ | — | ||||
$1,000.0 million term A loan, maturing on March 27, 2017, bearing interest based on the Company's leverage ratio at a variable base rate (LIBOR) plus a spread rate (175 to 250 basis points) (total rate of 2.46% at December 31, 2012 and amortizing on a basis of 1.25% during each of the first eight quarters, 1.875% during each of the second eight quarters and 2.5% during each of the following three quarters with a balloon payment due at maturity | — | 962,500 | ||||||
$250.0 million term B loan, maturing on March 27, 2019, bearing interest at a variable base rate (LIBOR) plus a spread rate (275 basis points) with a floor of 100 basis points (total rate of 3.75% at December 31, 2012 and amortizing on a basis of 1.0% per year with a balloon payment due at maturity | — | 248,125 | ||||||
Borrowings under revolving credit facility (rate of 4.50% at December 31, 2012) | — | 40,000 | ||||||
$10.1 million leasehold mortgage, expiring on August 10, 2021 and bearing interest at a fixed rate of 6.22% | 10,131 | 10,131 | ||||||
Less: Current portion of note payable and current portion of note payable to related party | (92,500 | ) | (92,500 | ) | ||||
Less: Original issue discount | (2,781 | ) | (4,651 | ) | ||||
Total Long-Term Debt | $ | 1,741,724 | $ | 1,163,605 | ||||
DERIVATIVES_AND_HEDGING_ACTIVI1
DERIVATIVES AND HEDGING ACTIVITIES (Tables) | 9 Months Ended | |||||||||||||||
Sep. 30, 2013 | ||||||||||||||||
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||||||||||||||||
Schedule of Derivative Instruments in Statement of Financial Position, Fair Value [Table Text Block] | The Company does not offset derivative positions in the consolidated statements of financial position. The table below presents the gross fair values of the Company’s derivative financial instruments designated as cash flow hedges included within the accompanying consolidated statements of financial position (in thousands): | |||||||||||||||
Consolidated Statements of | September 30, 2013 | December 31, 2012 | ||||||||||||||
Financial Position Location | ||||||||||||||||
Interest rate swaps | Other long-term asset | $ | 3,173 | $ | — | |||||||||||
Interest rate swaps | Other long-term liabilities | 2,390 | — | |||||||||||||
Schedule of effect of the Company's interest rate swaps on the consolidated statements of income | The table below presents the effect of the Company’s interest rate swaps on the consolidated statements of income for the three months and nine months ended September 30, 2013 and 2012 (in thousands): | |||||||||||||||
Three Months Ended | Nine Months Ended | |||||||||||||||
September 30, | September 30, | |||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||
Derivatives in cash flow hedging relationships: | ||||||||||||||||
Amount of gain (loss) recognized in OCI (effective portion)(1) | $ | (8,057 | ) | $ | — | $ | 506 | $ | (4,256 | ) | ||||||
Amount of loss reclassified from accumulated OCI into earnings (effective portion) | (243 | ) | — | (277 | ) | (2,600 | ) | |||||||||
Amount of loss recognized in earnings (ineffective portion)(2) | — | — | — | (31,079 | ) | |||||||||||
-1 | “OCI” represents other comprehensive income. | |||||||||||||||
-2 | For the nine months ended September 30, 2012, as a result of the Company's debt refinance in March 2012, amount represents loss due to missed forecasted transaction and is recorded as a component of non-operating expenses in the accompanying consolidated statements of income. |
CONTROLLING_AND_NONCONTROLLING1
CONTROLLING AND NON-CONTROLLING INTERESTS IN VANTIV HOLDING (Tables) | 9 Months Ended | |||||||||||||||
Sep. 30, 2013 | ||||||||||||||||
Noncontrolling Interest [Abstract] | ||||||||||||||||
Schedule of changes in units and related ownership interest | Changes in units and related ownership interest in Vantiv Holding are summarized as follows: | |||||||||||||||
Vantiv, Inc. | Fifth Third | Total | ||||||||||||||
As of December 31, 2012 | 142,243,680 | 70,219,136 | 212,462,816 | |||||||||||||
% of ownership | 66.95 | % | 33.05 | % | ||||||||||||
Fifth Third exchange of Vantiv Holding units for shares of Class A common stock in connection with 2013 secondary offerings | 21,396,310 | (21,396,310 | ) | — | ||||||||||||
Share repurchase | (17,452,958 | ) | — | (17,452,958 | ) | |||||||||||
Equity plan activity (a) | (913,246 | ) | — | (913,246 | ) | |||||||||||
As of September 30, 2013 | 145,273,786 | 48,822,826 | 194,096,612 | |||||||||||||
% of ownership | 74.85 | % | 25.15 | % | ||||||||||||
(a) | Includes repurchase of Class A common stock to satisfy employee tax withholding obligation, issuance of Class A common stock upon vesting of restricted stock awards and forfeitures of Restricted Class A common stock awards. | |||||||||||||||
Schedule of reconciliation of net income (loss) attributable to non-controlling interest | The table below provides a reconciliation of net income attributable to non-controlling interests based on relative ownership interests in Vantiv Holding as discussed above (in thousands): | |||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||
Net income | $ | 54,605 | $ | 48,639 | $ | 145,038 | $ | 53,289 | ||||||||
Items not allocable to non-controlling interests: | ||||||||||||||||
Vantiv, Inc. income tax expense (a) | 17,857 | 13,114 | 41,922 | 2,556 | ||||||||||||
Vantiv Holding net income | 72,462 | 61,753 | 186,960 | 55,845 | ||||||||||||
Net income attributable to non-controlling interests (b) | $ | 18,894 | $ | 24,375 | $ | 54,300 | $ | 24,433 | ||||||||
(a) Represents income tax expense related to Vantiv, Inc. | ||||||||||||||||
(b) Net income attributable to non-controlling interests reflects the allocation of Vantiv Holding’s net income based on the proportionate ownership interests in Vantiv Holding held by the non-controlling unitholders. The net income attributable to non-controlling unitholders reflects the changes in ownership interests summarized in the table above. |
SHAREBASED_COMPENSATION_PLANS_
SHARE-BASED COMPENSATION PLANS (Tables) | 9 Months Ended | ||||||
Sep. 30, 2013 | |||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||||||
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block] | The weighted-average grant date fair value of $7.10 was estimated by the Company using the Black-Scholes option pricing model with the assumptions below: | ||||||
2013 | |||||||
Expected option life at grant (in years) | 6.25 | ||||||
Expected volatility | 30.60% | ||||||
Expected dividend yield | —% | ||||||
Risk-free interest rate | 1.15% | ||||||
Schedule of activity in non-vested Awards | The following table summarizes the number and weighted-average grant date fair value of restricted stock units during the nine months ended September 30, 2013: | ||||||
Restricted Stock Units | Weighted Average Grant Date Fair Value | ||||||
Non-vested at December 31, 2012 | 299,826 | $ | 17.87 | ||||
Granted | 441,280 | 22.44 | |||||
Vested | (1,804 | ) | 20.87 | ||||
Forfeited | (78,843 | ) | 19.86 | ||||
Non-vested at September 30, 2013 | 660,459 | $ | 20.68 | ||||
FAIR_VALUE_MEASUREMENTS_Tables
FAIR VALUE MEASUREMENTS (Tables) | 9 Months Ended | |||||||||||||||||||||||
Sep. 30, 2013 | ||||||||||||||||||||||||
Fair Value Disclosures [Abstract] | ||||||||||||||||||||||||
Schedule of fair value, assets and liabilities measured on recurring basis | The following table summarizes assets and liabilities measured at fair value on a recurring basis as of September 30, 2013 and December 31, 2012 (in thousands): | |||||||||||||||||||||||
September 30, 2013 | December 31, 2012 | |||||||||||||||||||||||
Fair Value Measurements Using | ||||||||||||||||||||||||
Level 1 | Level 2 | Level 3 | Level 1 | Level 2 | Level 3 | |||||||||||||||||||
Assets: | ||||||||||||||||||||||||
Interest rate swaps | $ | — | $ | 3,173 | $ | — | $ | — | $ | — | $ | — | ||||||||||||
Liabilities: | ||||||||||||||||||||||||
Interest rate swaps | $ | — | $ | 2,390 | $ | — | $ | — | $ | — | $ | — | ||||||||||||
Schedule of carrying amounts and estimated fair values for assets and liabilities, excluding assets and liabilities measured at fair value on a recurring basis | The following table summarizes carrying amounts and estimated fair values for financial assets and liabilities, excluding assets and liabilities measured at fair value on a recurring basis, as of September 30, 2013 and December 31, 2012 (in thousands): | |||||||||||||||||||||||
September 30, 2013 | December 31, 2012 | |||||||||||||||||||||||
Carrying | Fair Value | Carrying | Fair Value | |||||||||||||||||||||
Amount | Amount | |||||||||||||||||||||||
Assets: | ||||||||||||||||||||||||
Cash and cash equivalents | $ | 304,259 | $ | 304,259 | $ | 67,058 | $ | 67,058 | ||||||||||||||||
Liabilities: | ||||||||||||||||||||||||
Note payable | $ | 1,834,224 | $ | 1,837,690 | $ | 1,256,105 | $ | 1,262,945 | ||||||||||||||||
NET_INCOME_PER_SHARE_Tables
NET INCOME PER SHARE (Tables) | 9 Months Ended | |||||||||||||||
Sep. 30, 2013 | ||||||||||||||||
Earnings Per Share [Abstract] | ||||||||||||||||
Schedule of computation of basic and diluted net income per share | The following table sets forth the computation of basic and diluted net income per share (in thousands, except per share data): | |||||||||||||||
Three Months Ended | Nine Months Ended | |||||||||||||||
September 30, | September 30, | |||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||
Basic: | ||||||||||||||||
Net income attributable to Vantiv, Inc. | $ | 35,711 | $ | 24,264 | $ | 90,738 | $ | 28,856 | ||||||||
Shares used in computing basic net income per share: | ||||||||||||||||
Weighted-average Class A common shares | 139,968,417 | 122,959,429 | 138,142,146 | 112,953,425 | ||||||||||||
Basic net income per share | $ | 0.26 | $ | 0.2 | $ | 0.66 | $ | 0.26 | ||||||||
Diluted: | ||||||||||||||||
Consolidated income before applicable income taxes | $ | 79,498 | $ | — | $ | 208,688 | $ | — | ||||||||
Income tax expense excluding impact of non-controlling interest | 30,607 | — | 80,345 | — | ||||||||||||
Net income | $ | 48,891 | $ | 24,264 | $ | 128,343 | $ | 28,856 | ||||||||
Shares used in computing diluted net income per share: | ||||||||||||||||
Weighted-average Class A common shares | 139,968,417 | 122,959,429 | 138,142,146 | 112,953,425 | ||||||||||||
Weighted-average Class B units of Vantiv Holding | 50,833,696 | — | 60,934,515 | — | ||||||||||||
Restricted stock awards | 1,779,559 | 2,191,494 | 1,779,254 | 1,047,307 | ||||||||||||
Warrant | 8,429,342 | 5,976,274 | 6,987,250 | 5,599,350 | ||||||||||||
Diluted weighted-average shares outstanding | 201,011,014 | 131,127,197 | 207,843,165 | 119,600,082 | ||||||||||||
Diluted net income per share | $ | 0.24 | $ | 0.19 | $ | 0.62 | $ | 0.24 | ||||||||
ACCUMULATED_OTHER_COMPREHENSIV1
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) (Tables) | 9 Months Ended | ||||||||||||||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||||||||||||||
Stockholders' Equity Note [Abstract] | |||||||||||||||||||||||||||||
Schedule of Accumulated Other Comprehensive Income (Loss) [Table Text Block] | The activity of the components of AOCI related to cash flow hedging activities was as follows for the three months and nine months ended September 30, 2013 and 2012 (in thousands): | ||||||||||||||||||||||||||||
Total Other Comprehensive Income | |||||||||||||||||||||||||||||
AOCI Beginning Balance | Pretax Activity | Tax Effect | Net Activity | Attributable to non-controlling interests | Attributable to Vantiv, Inc. | AOCI Ending Balance | |||||||||||||||||||||||
Three months ended September 30, 2013 | |||||||||||||||||||||||||||||
Net change in fair value recorded in accumulated OCI | $ | 3,900 | $ | (8,057 | ) | $ | 2,210 | $ | (5,847 | ) | $ | 2,082 | $ | (3,765 | ) | $ | 135 | ||||||||||||
Net realized loss reclassified into earnings (a) | 15 | 243 | (67 | ) | 176 | (61 | ) | 115 | 130 | ||||||||||||||||||||
Net change | $ | 3,915 | $ | (7,814 | ) | $ | 2,143 | $ | (5,671 | ) | $ | 2,021 | $ | (3,650 | ) | $ | 265 | ||||||||||||
Nine months ended September 30, 2013 | |||||||||||||||||||||||||||||
Net change in fair value recorded in accumulated OCI | $ | — | $ | 506 | $ | (80 | ) | $ | 426 | $ | (291 | ) | $ | 135 | $ | 135 | |||||||||||||
Net realized loss reclassified into earnings (a) | — | 277 | (76 | ) | 201 | (71 | ) | 130 | 130 | ||||||||||||||||||||
Net change | $ | — | $ | 783 | $ | (156 | ) | $ | 627 | $ | (362 | ) | $ | 265 | $ | 265 | |||||||||||||
Nine months ended September 30, 2012 (b) | |||||||||||||||||||||||||||||
Net realized loss reclassified into earnings (a) | $ | (9,514 | ) | $ | 29,424 | $ | (5,495 | ) | $ | 23,929 | $ | (14,415 | ) | $ | 9,514 | $ | — | ||||||||||||
Net change | $ | (9,514 | ) | $ | 29,424 | $ | (5,495 | ) | $ | 23,929 | $ | (14,415 | ) | $ | 9,514 | $ | — | ||||||||||||
(a) The reclassification adjustment on cash flow hedge derivatives affected the following lines in the Company's consolidated statements of income: | |||||||||||||||||||||||||||||
OCI Component | Affected line in the consolidated statements of income | ||||||||||||||||||||||||||||
Pretax activity(1) | Interest expense-net/non-operating expenses | ||||||||||||||||||||||||||||
Tax effect | Income tax expense | ||||||||||||||||||||||||||||
OCI Attributable to non-controlling interests | Net income attributable to non-controlling interests | ||||||||||||||||||||||||||||
(1) During the three months and nine months ended September 30, 2013, reflects amount of loss reclassified from AOCI into earnings, representing the effective portion of the hedging relationships, and is recorded in interest expense-net. During the nine months ended September 30, 3012, reflects net loss due to missed forecasted transaction and is recorded as a component of non-operating expenses. | |||||||||||||||||||||||||||||
(b) | Due to the termination of interest rate swaps in connection with the Company's IPO in March 2012, there was no activity recorded in OCI during the three months ended September 30, 2012. |
SEGMENT_INFORMATION_Tables
SEGMENT INFORMATION (Tables) | 9 Months Ended | |||||||||||||||
Sep. 30, 2013 | ||||||||||||||||
Segment Reporting [Abstract] | ||||||||||||||||
Schedule of results of operations for each segment | The Company’s CODM evaluates this metric in analyzing the results of operations for each segment. | |||||||||||||||
Three Months Ended September 30, 2013 | ||||||||||||||||
Financial Institution | General | |||||||||||||||
Merchant Services | Services | Corporate/Other | Total | |||||||||||||
Total revenue | $ | 413,360 | $ | 118,987 | $ | — | $ | 532,347 | ||||||||
Network fees and other costs | 203,642 | 34,499 | — | 238,141 | ||||||||||||
Sales and marketing | 72,534 | 7,017 | — | 79,551 | ||||||||||||
Segment profit | $ | 137,184 | $ | 77,471 | $ | — | $ | 214,655 | ||||||||
Three Months Ended September 30, 2012 | ||||||||||||||||
Financial Institution | General | |||||||||||||||
Merchant Services | Services | Corporate/Other | Total | |||||||||||||
Total revenue | $ | 354,120 | $ | 112,616 | $ | — | $ | 466,736 | ||||||||
Network fees and other costs | 177,084 | 31,155 | — | 208,239 | ||||||||||||
Sales and marketing | 63,046 | 6,267 | — | 69,313 | ||||||||||||
Segment profit | $ | 113,990 | $ | 75,194 | $ | — | $ | 189,184 | ||||||||
Nine Months Ended September 30, 2013 | ||||||||||||||||
Financial Institution | General | |||||||||||||||
Merchant Services | Services | Corporate/Other | Total | |||||||||||||
Total revenue | $ | 1,197,497 | $ | 352,225 | $ | — | $ | 1,549,722 | ||||||||
Network fees and other costs | 585,364 | 100,344 | — | 685,708 | ||||||||||||
Sales and marketing | 213,034 | 18,929 | — | 231,963 | ||||||||||||
Segment profit | $ | 399,099 | $ | 232,952 | $ | — | $ | 632,051 | ||||||||
Nine Months Ended September 30, 2012 | ||||||||||||||||
Financial Institution | General | |||||||||||||||
Merchant Services | Services | Corporate/Other | Total | |||||||||||||
Total revenue | $ | 1,028,926 | $ | 340,221 | $ | — | $ | 1,369,147 | ||||||||
Network fees and other costs | 517,499 | 100,192 | — | 617,691 | ||||||||||||
Sales and marketing | 193,394 | 19,208 | — | 212,602 | ||||||||||||
Segment profit | $ | 318,033 | $ | 220,821 | $ | — | $ | 538,854 | ||||||||
Schedule of reconciliation of total segment profit to the company's income before applicable income taxes | A reconciliation of total segment profit to the Company’s income before applicable income taxes is as follows (in thousands): | |||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||
Total segment profit | $ | 214,655 | $ | 189,184 | $ | 632,051 | $ | 538,854 | ||||||||
Less: Other operating costs | (48,340 | ) | (40,376 | ) | (148,168 | ) | (119,802 | ) | ||||||||
Less: General and administrative | (27,489 | ) | (28,600 | ) | (88,450 | ) | (86,387 | ) | ||||||||
Less: Depreciation and amortization | (48,604 | ) | (40,618 | ) | (136,428 | ) | (119,181 | ) | ||||||||
Less: Interest expense—net | (10,724 | ) | (10,056 | ) | (30,317 | ) | (44,675 | ) | ||||||||
Less: Non-operating expenses | — | — | (20,000 | ) | (92,672 | ) | ||||||||||
Income before applicable income taxes | $ | 79,498 | $ | 69,534 | $ | 208,688 | $ | 76,137 | ||||||||
BASIS_OF_PRESENTATION_Details
BASIS OF PRESENTATION (Details) (USD $) | 9 Months Ended | 0 Months Ended | 9 Months Ended | |||
In Millions, except Share data, unless otherwise specified | Sep. 30, 2013 | Aug. 07, 2013 | 15-May-13 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 |
Class A Common Stock | Class A Common Stock | Paid-in Capital | Treasury Stock | May 2013 Debt Refinancing [Domain] | ||
Nature of Business [Line Items] | ||||||
Shares of Stock sold by Selling Shareholders in Secondary Offering Issued to Underwriters, Shares | 20,000,000 | 40,700,000 | ||||
Stock Repurchased and Retired During Period, Shares | 17,500,000 | |||||
Stock Repurchase and Retired During Period, Value, Excluding Costs Associated with Stock Repurchase | $400 | |||||
Costs Associated with Share Repurchase | 0.6 | |||||
Debt Instrument, Increase, Additional Borrowings | $650 |
BASIS_OF_PRESENTATION_Details_
BASIS OF PRESENTATION (Details 2) | 1 Months Ended | ||||
Jun. 30, 2009 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | |
Vantiv Holding | Vantiv Holding | Vantiv Holding | Vantiv Holding | ||
Fifth Third | Fifth Third | ||||
Principles of consolidation | |||||
Ownership percentage by parent | 74.85% | 66.95% | |||
Ownership percentage by non-controlling interest | 25.15% | 33.05% | |||
Sponsorship Agreement [Abstract] | |||||
Sponsorship Agreement Term | 10 years |
SUMMARY_OF_SIGNIFICANT_ACCOUNT2
SUMMARY OF SIGNIFICANT ACCOUNTING AND REPORTING POLICIES (Details) (USD $) | 9 Months Ended | |
In Millions, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 |
Non-operating expenses | ||
One-time activity fee assessed by MasterCard as a result of the IPO | $6 | |
Income Taxes | ||
Effective tax rates (as a percent) | 30.50% | 30.00% |
Building and improvements | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Life | 15 years | |
Building and improvements | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Life | 40 years | |
Furniture and equipment | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Life | 2 years | |
Furniture and equipment | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Life | 10 years | |
Software | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Life | 3 years | |
Software | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Life | 5 years | |
Leasehold improvements | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Life | 3 years | |
Leasehold improvements | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Life | 10 years | |
Software development | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Life | 3 years | |
Software development | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Life | 5 years |
BUSINESS_COMBINATION_Details
BUSINESS COMBINATION (Details) (USD $) | Sep. 30, 2013 | Jul. 31, 2013 | Dec. 31, 2012 | Jul. 31, 2013 | Jul. 31, 2013 |
In Thousands, unless otherwise specified | Customer relationship intangible assets | Trade Names | |||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Less Noncontrolling Interest [Abstract] | |||||
Current assets | $11,390 | ||||
Property and equipment | 8,193 | ||||
Goodwill | 1,943,669 | 135,193 | 1,804,592 | ||
Intangible assets | 29,300 | 500 | |||
Current liabilities | -8,345 | ||||
Deferred tax liabilities | -13,772 | ||||
Total purchase price | $162,459 | ||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 10 years | 1 year |
INTANGIBLE_ASSETS_Details
INTANGIBLE ASSETS (Details) (USD $) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | |||||
Amortization expense on intangible assets | $32,900,000 | $30,200,000 | $95,600,000 | $89,800,000 | |
Finite-Lived Intangible Assets [Line Items] | |||||
Finite and Indefinite-Lived Trade Names, Gross | 1,303,717,000 | 1,303,717,000 | 1,271,999,000 | ||
Finite-Lived Intangible Assets, Accumulated Amortization | 478,433,000 | 478,433,000 | 387,463,000 | ||
Finite-Lived Intangible Assets, Net | 825,284,000 | 825,284,000 | 884,536,000 | ||
Estimated amortization expense of intangible assets for the next five years | |||||
Remainder of Fiscal Year | 32,752,000 | 32,752,000 | |||
2014 | 126,155,000 | 126,155,000 | |||
2015 | 120,205,000 | 120,205,000 | |||
2016 | 115,859,000 | 115,859,000 | |||
2017 | 111,813,000 | 111,813,000 | |||
2018 | 108,856,000 | 108,856,000 | |||
Trade Names | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Finite and Indefinite-Lived Trade Names, Gross | 42,800,000 | 42,800,000 | 42,300,000 | ||
Customer relationship intangible assets | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Finite-Lived Intangible Assets, Gross | 1,237,582,000 | 1,237,582,000 | 1,212,919,000 | ||
Finite-Lived Intangible Assets, Accumulated Amortization | 469,729,000 | 469,729,000 | 383,962,000 | ||
Trade names | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Finite-Lived Intangible Assets, Accumulated Amortization | 1,083,000 | 1,083,000 | 0 | ||
Customer portfolios and related assets | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Finite-Lived Intangible Assets, Gross | 23,335,000 | 23,335,000 | 16,780,000 | ||
Finite-Lived Intangible Assets, Accumulated Amortization | $7,621,000 | $7,621,000 | $3,501,000 |
TAX_RECEIVABLE_AGREEMENTS_Deta
TAX RECEIVABLE AGREEMENTS (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 | Mar. 21, 2012 |
TRAs | |||
Tax receivable agreement | |||
Number of tax receivable agreements executed (in TRAs) | 4 | ||
Cash savings associated with TRAs | 15.00% | ||
Tax Receivable Agreements Obligation | $813,600,000 | $484,700,000 | |
Deferred tax assets attributable to exchange of units of subsidiary | 373,900,000 | ||
Current portion of tax receivable agreement obligations to related parties | 31,595,000 | 0 | |
Fifth Third | |||
Tax receivable agreement | |||
Tax receivable agreement, liability recorded | 328,900,000 | 165,100,000 | |
Pre-IPO investors | |||
Tax receivable agreement | |||
Payments to pre-IPO investors as percentage of cash saving in income tax | 85.00% | ||
Tax Receivable Agreements Obligation | 134,100,000 | 134,100,000 | |
Fifth Third | |||
Tax receivable agreement | |||
Payments to pre-IPO investors as percentage of cash saving in income tax | 85.00% | ||
Tax Receivable Agreements Obligation | 494,000,000 | 165,100,000 | |
Advent | |||
Tax receivable agreement | |||
Payments to pre-IPO investors as percentage of cash saving in income tax | 85.00% | ||
Tax Receivable Agreements Obligation | 183,800,000 | 183,800,000 | |
JPDN | |||
Tax receivable agreement | |||
Payments to pre-IPO investors as percentage of cash saving in income tax | 85.00% | ||
Tax Receivable Agreements Obligation | $1,700,000 | $1,700,000 |
LONGTERM_DEBT_Details
LONG-TERM DEBT (Details) (USD $) | 9 Months Ended | 12 Months Ended | 12 Months Ended | 12 Months Ended | 9 Months Ended | 9 Months Ended | 9 Months Ended | ||||||||||||||||||||||
Sep. 30, 2013 | Dec. 31, 2012 | Dec. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | 31-May-13 | Dec. 31, 2012 | 31-May-13 | 31-May-13 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Sep. 30, 2013 | 31-May-13 | Dec. 31, 2012 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Dec. 31, 2012 | Dec. 31, 2012 | |
TermA Loan [Member] | TermA Loan [Member] | TermA Loan [Member] | TermA Loan [Member] | TermA Loan [Member] | TermA Loan [Member] | TermA Loan [Member] | Term B Loan [Member] | Term B Loan [Member] | Term B Loan [Member] | Revolving Credit Facility [Member] | Revolving Credit Facility [Member] | Revolving Credit Facility [Member] | Swing Line of Credit [Member] | Letter of Credit [Member] | Leasehold Mortgages [Member] | Leasehold Mortgages [Member] | May 2013 Debt Refinancing [Domain] | May 2013 Debt Refinancing [Domain] | May 2013 Debt Refinancing [Domain] | May 2013 Debt Refinancing [Domain] | May 2013 Debt Refinancing [Domain] | May 2013 Debt Refinancing [Domain] | May 2013 Debt Refinancing [Domain] | May 2013 Debt Refinancing [Domain] | Debt Refinancing 2012 [Member] | Debt Refinancing 2012 [Member] | |||
First Eight Quarters [Member] | Second Eight Quarters [Member] | Following Three Quarters [Member] | Maximum | Minimum | Minimum | TermA Loan [Member] | TermA Loan [Member] | TermA Loan [Member] | TermA Loan [Member] | TermA Loan [Member] | TermA Loan [Member] | Fifth Third | Fifth Third | Fifth Third | |||||||||||||||
First Eight Quarters [Member] | Second Eight Quarters [Member] | Following Three Quarters [Member] | TermA Loan [Member] | TermA Loan [Member] | Revolving Credit Facility [Member] | ||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||
Outstanding amount of debt | $962,500,000 | $0 | $248,125,000 | $0 | $10,131,000 | $10,131,000 | $1,826,874,000 | $0 | |||||||||||||||||||||
Credit facility outstanding | 0 | 40,000,000 | 12,800,000 | ||||||||||||||||||||||||||
Less: Current portion of note payable and current portion of note payable to related party | -92,500,000 | -92,500,000 | |||||||||||||||||||||||||||
Less: Original issue discount | -2,781,000 | -4,651,000 | |||||||||||||||||||||||||||
Total Long-Term Debt | 1,741,724,000 | 1,163,605,000 | |||||||||||||||||||||||||||
Debt Instrument, Face Amount | 1,000,000,000 | 250,000,000 | 10,100,000 | 10,100,000 | 1,850,000,000 | ||||||||||||||||||||||||
Repayments of Debt | 1,200,000,000 | ||||||||||||||||||||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | 250,000,000 | 75,000,000 | 40,000,000 | ||||||||||||||||||||||||||
Line of Credit Facility, Unused Capacity, Commitment Fee Percentage | 0.38% | ||||||||||||||||||||||||||||
Variable base rate | LIBOR | LIBOR | LIBOR | ||||||||||||||||||||||||||
Debt Instrument, Basis Spread on Variable Rate | 2.50% | 1.75% | 2.75% | 1.00% | 1.75% | ||||||||||||||||||||||||
Debt Instrument, Interest Rate at Period End | 2.46% | 3.75% | 4.50% | 1.93% | |||||||||||||||||||||||||
Fixed interest rate | 6.22% | ||||||||||||||||||||||||||||
Debt Instrument Periodic Amortization Percentage | 1.25% | 1.88% | 2.50% | 1.25% | 1.88% | 2.50% | |||||||||||||||||||||||
Notes Payable, Related Parties | 348,000,000 | 308,000,000 | |||||||||||||||||||||||||||
Debt Instrument Annual Amortization Percentage | 1.00% | ||||||||||||||||||||||||||||
Original Issue Discount Deferred Finance Cost [Abstract] | |||||||||||||||||||||||||||||
Write off of Deferred Debt Issuance Cost | 20,000,000 | ||||||||||||||||||||||||||||
Deferred Finance Costs, Net | 18,900,000 | ||||||||||||||||||||||||||||
Debt Issuance Cost | 2,800,000 | ||||||||||||||||||||||||||||
Debt Instrument Collateral [Abstract] | |||||||||||||||||||||||||||||
Debt Instrument, Collateral Percentage of Entity Domestic and Foreign Subsidiaries, Capital Stock | 65.00% | ||||||||||||||||||||||||||||
Debt Instrument Collateral Minimum Aggregate Value of Real Property | $5,000,000 |
DERIVATIVES_AND_HEDGING_ACTIVI2
DERIVATIVES AND HEDGING ACTIVITIES (Details) (USD $) | 3 Months Ended | 9 Months Ended | |||||||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | |||||
swap | swap | ||||||||
Interest Rate Cash Flow Hedges [Abstract] | |||||||||
Derivative, Number of Instruments Held | 16 | 16 | |||||||
Notional Amount of Interest Rate Cash Flow Hedge Derivatives | $1,350,000,000 | $1,350,000,000 | |||||||
Amortized Amount of Interest Rate Swaps | 1,100,000,000 | 1,100,000,000 | |||||||
Cash Flow Hedge Gain (Loss) to be Reclassified within Twelve Months | 1,300,000 | ||||||||
Interest rate swaps (asset) | 3,173,000 | 3,173,000 | 0 | ||||||
Interest rate swaps (liability) | 2,390,000 | 2,390,000 | 0 | ||||||
Derivatives in cash flow hedging relationships: | |||||||||
Derivative Instruments, Gain (Loss) Recognized in Other Comprehensive Income (Loss), Effective Portion, Net | -8,057,000 | [1] | 0 | [1] | 506,000 | [1] | -4,256,000 | [1] | |
Amount of loss reclassified from accumulated OCI into earnings (effective portion) | -243,000 | 0 | -277,000 | -2,600,000 | |||||
Amount of loss recognized in earnings (ineffective portion) | 0 | [2] | 0 | [2] | 0 | [2] | -31,079,000 | [2] | |
Maximum | |||||||||
Interest Rate Cash Flow Hedges [Abstract] | |||||||||
Notional Amount to which Fifth Third Bank was the counterparty | 318,800,000 | 318,800,000 | |||||||
Minimum | |||||||||
Interest Rate Cash Flow Hedges [Abstract] | |||||||||
Notional Amount to which Fifth Third Bank was the counterparty | $262,500,000 | $262,500,000 | |||||||
Fifth Third | |||||||||
Interest Rate Cash Flow Hedges [Abstract] | |||||||||
Derivative, Number of Instruments Held | 5 | 5 | |||||||
[1] | OCI†represents other comprehensive income. | ||||||||
[2] | For the nine months ended September 30, 2012, as a result of the Company's debt refinance in March 2012, amount represents loss due to missed forecasted transaction and is recorded as a component of non-operating expenses in the accompanying consolidated statements of income. |
CONTROLLING_AND_NONCONTROLLING2
CONTROLLING AND NON-CONTROLLING INTERESTS IN VANTIV HOLDING (Details) (USD $) | 3 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | 9 Months Ended | |||||||||||||||||||||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | ||||||||||
Vantiv, Inc. | Vantiv, Inc. | Vantiv, Inc. | Vantiv, Inc. | Parent Company [Member] | Vantiv Holding | Vantiv Holding | Vantiv Holding | Vantiv Holding | Vantiv Holding | Vantiv Holding | Vantiv Holding | Class A Common Stock | Class A Common Stock | Class A Common Stock | ||||||||||||||
Vantiv, Inc. | Fifth Third | Fifth Third | Vantiv, Inc. | Vantiv Holding | Vantiv Holding | Vantiv Holding | ||||||||||||||||||||||
Fifth Third | Vantiv, Inc. | |||||||||||||||||||||||||||
Controlling and non-controlling interests in Vantiv Holding | ||||||||||||||||||||||||||||
Minority Interest Effect of Change in Ownership Interest Attributable to Noncontrolling Unit Holders | $240,800,000 | $240,800,000 | ||||||||||||||||||||||||||
Changes in units and related ownership interest | ||||||||||||||||||||||||||||
Opening balance (in units) | 142,243,680 | 212,462,816 | 48,822,826 | 70,219,136 | 145,273,786 | |||||||||||||||||||||||
Opening percentage of ownership by parent | 66.95% | |||||||||||||||||||||||||||
Opening percentage of ownership, non-controlling interest | 25.15% | 33.05% | ||||||||||||||||||||||||||
Current Year Transactions [Abstract] | ||||||||||||||||||||||||||||
Issuance of Common Stock in Connection with Secondary Offering | 21,396,310 | 21,396,310 | ||||||||||||||||||||||||||
Stock Repurchased and Retired During Period, Shares | -17,500,000 | -17,452,958 | -17,452,958 | |||||||||||||||||||||||||
Equity plan activity (in shares) | 913,246 | [1] | 913,246 | [1] | 913,246 | [1] | ||||||||||||||||||||||
Closing balance (in units) | 142,243,680 | 194,096,612 | 194,096,612 | 48,822,826 | 70,219,136 | 145,273,786 | ||||||||||||||||||||||
Closing percentage of ownership by parent | 74.85% | 74.85% | ||||||||||||||||||||||||||
Closing percentage of ownership, non-controlling interest | 25.15% | 33.05% | ||||||||||||||||||||||||||
Net income | 54,605,000 | 48,639,000 | 145,038,000 | 53,289,000 | ||||||||||||||||||||||||
Items not allocable to non-controlling interests: | ||||||||||||||||||||||||||||
Vantiv, Inc. income tax expense | 24,893,000 | 20,895,000 | 63,650,000 | 22,848,000 | 17,857,000 | [2] | 13,114,000 | [2] | 41,922,000 | [2] | 2,556,000 | [2] | ||||||||||||||||
Net income attributable to Vantiv, Inc. | 35,711,000 | 24,264,000 | 90,738,000 | 28,856,000 | 72,462,000 | 61,753,000 | 186,960,000 | 55,845,000 | ||||||||||||||||||||
Net income attributable to non-controlling interests | $18,894,000 | $24,375,000 | $54,300,000 | $24,433,000 | $18,894,000 | [3] | $24,375,000 | [3] | $54,300,000 | [3] | $24,433,000 | [3] | ||||||||||||||||
[1] | Includes repurchase of Class A common stock to satisfy employee tax withholding obligation, issuance of Class A common stock upon vesting of restricted stock awards and forfeitures of Restricted Class A common stock awards. | |||||||||||||||||||||||||||
[2] | Represents income tax expense related to Vantiv, Inc. | |||||||||||||||||||||||||||
[3] | Net income attributable to non-controlling interests reflects the allocation of Vantiv Holding’s net income based on the proportionate ownership interests in Vantiv Holding held by the non-controlling unitholders. The net income attributable to non-controlling unitholders reflects the changes in ownership interests summarized in the table above. |
SHAREBASED_COMPENSATION_PLANS_1
SHARE-BASED COMPENSATION PLANS (Details) (USD $) | 9 Months Ended | |
In Millions, except Share data, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 |
Additional disclosures | ||
Compensation cost | $21.40 | $26.90 |
Restricted Stock Units (RSUs) [Member] | ||
Shares | ||
Non-vested restricted shares, beginning of period (in shares) | 299,826 | |
Granted (in shares) | 441,280 | |
Vested (in shares) | -1,804 | |
Forfeited (in shares) | -78,843 | |
Non-vested restricted shares, end of period (in shares) | 660,459 | |
Weighted-average grant-date fair value | ||
Non-vested, beginning of period (in dollars per share) | $17.87 | |
Granted (in dollars per share) | $22.44 | |
Vested (in dollars per share) | $20.87 | |
Forfeited (in dollars per share) | $19.86 | |
Non-vested, end of period (in dollars per share) | $20.68 | |
Time and Performance Awards | ||
Shares | ||
Vested (in shares) | -1,768,994 | |
Forfeited (in shares) | -347,595 | |
Non-vested restricted shares, end of period (in shares) | 3,221,171 | |
Performance Share Units | ||
Additional disclosures | ||
Performance Share Units Minimum Number of Shares Authorized to Award | 0.00% | |
Performance Share Units Maximum Number of Shares Authorized to Award | 200.00% | |
2012 Equity Incentive Plan | Stock Options | ||
Options | ||
Granted (options) | 673,176 | |
Forfeited (options) | 20,747 | |
Non-vest, end of period (options) | 652,429 | |
Weighted-average assumptions | ||
Expected option life at grant | 6 years 3 months | |
Expected volatility | 30.60% | |
Expected dividend yield | 0.00% | |
Risk-free interest rate | 1.15% | |
Additional disclosures | ||
Annual vesting increments, percent | 25.00% | |
2012 Equity Incentive Plan | Restricted Stock Units (RSUs) [Member] | ||
Additional disclosures | ||
Annual vesting increments, percent | 25.00% | |
2012 Equity Incentive Plan | Class A Common Stock | ||
Additional disclosures | ||
Aggregate number of shares authorized under the plan (in shares) | 35,500,000 | |
2012 Equity Incentive Plan | Stock Options | ||
Options | ||
Weighted-average grant-date fair value, granted in period (options) | $7.10 | |
2012 Equity Incentive Plan | Vested Time Awards [Member] | Class A Common Stock | ||
Additional disclosures | ||
Number of shares issued (in shares) | 1,381,135 | |
2012 Equity Incentive Plan | Unvested Time and Performance Awards [Member] | Restricted Stock [Member] | ||
Shares | ||
Granted (in shares) | 6,633,341 | |
2012 Equity Incentive Plan | Performance Share Units | ||
Shares | ||
Granted (in shares) | 217,730 | |
Forfeited (in shares) | -6,710 | |
Non-vested restricted shares, end of period (in shares) | 211,020 | |
Weighted-average grant-date fair value | ||
Granted (in dollars per share) | $21.95 |
FAIR_VALUE_MEASUREMENTS_FAIR_V
FAIR VALUE MEASUREMENTS FAIR VALUE MEASUREMENTS (Details 1) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Assets: | ||
Interest Rate Cash Flow Hedge Asset at Fair Value | $3,173 | $0 |
Liabilities: | ||
Interest Rate Cash Flow Hedge Liability at Fair Value | 2,390 | 0 |
Recurring basis | Level 1 | Interest rate swaps | ||
Assets: | ||
Interest Rate Cash Flow Hedge Asset at Fair Value | 0 | 0 |
Liabilities: | ||
Interest Rate Cash Flow Hedge Liability at Fair Value | 0 | 0 |
Recurring basis | Level 2 | Interest rate swaps | ||
Assets: | ||
Interest Rate Cash Flow Hedge Asset at Fair Value | 3,173 | 0 |
Liabilities: | ||
Interest Rate Cash Flow Hedge Liability at Fair Value | 2,390 | 0 |
Recurring basis | Level 3 | Interest rate swaps | ||
Assets: | ||
Interest Rate Cash Flow Hedge Asset at Fair Value | 0 | 0 |
Liabilities: | ||
Interest Rate Cash Flow Hedge Liability at Fair Value | $0 | $0 |
FAIR_VALUE_MEASUREMENTS_Detail
FAIR VALUE MEASUREMENTS (Details 2) (Non-recurring basis, USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Carrying Amount | ||
Assets: | ||
Cash and cash equivalents | $304,259 | $67,058 |
Liabilites: | ||
Note payable | 1,834,224 | 1,256,105 |
Fair Value | ||
Assets: | ||
Cash and cash equivalents | 304,259 | 67,058 |
Liabilites: | ||
Note payable | $1,837,690 | $1,262,945 |
NET_INCOME_PER_SHARE_Narrative
NET INCOME PER SHARE (Narrative) (Details) | 3 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended |
Sep. 30, 2012 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | |
Class B Common Stock | Class B Common Stock | Stock Options | Stock Options | Performance Share Units | Performance Share Units | |
Antidilutive Securities Excluded from Computation of Earnings Per Share | ||||||
Number of shares excluded from computation of diluted EPS (in shares) | 83,919,136 | 59,156,604 | 652,000 | 652,000 | 211,000 | 211,000 |
NET_INCOME_PER_SHARE_Details
NET INCOME PER SHARE (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Basic: | ||||
Net income attributable to Vantiv, Inc. | $35,711 | $24,264 | $90,738 | $28,856 |
Diluted: | ||||
Income before applicable income taxes | 79,498 | 69,534 | 208,688 | 76,137 |
Income tax expense excluding impact of non-controlling interest | 30,607 | 80,345 | ||
Class A Common Stock | ||||
Shares used in computing basic net income per share: | ||||
Weighted-average Class A common shares (in shares) | 139,968,417 | 122,959,429 | 138,142,146 | 112,953,425 |
Basic net income per share (in dollars per share) | $0.26 | $0.20 | $0.66 | $0.26 |
Diluted: | ||||
Net income | $48,891 | $24,264 | $128,343 | $28,856 |
Shares used in computing diluted net income per share: | ||||
Weighted-average Common shares (in shares) | 139,968,417 | 122,959,429 | 138,142,146 | 112,953,425 |
Restricted stock awards (in shares) | 1,779,559 | 2,191,494 | 1,779,254 | 1,047,307 |
Warrant (in shares) | 8,429,342 | 5,976,274 | 6,987,250 | 5,599,350 |
Diluted weighted-average shares outstanding (in shares) | 201,011,014 | 131,127,197 | 207,843,165 | 119,600,082 |
Diluted net income per share (in dollars per share) | $0.24 | $0.19 | $0.62 | $0.24 |
Class B Common Stock | ||||
Shares used in computing diluted net income per share: | ||||
Weighted-average Common shares (in shares) | 50,833,696 | 0 | 60,934,515 | 0 |
ACCUMULATED_OTHER_COMPREHENSIV2
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) (Details) (USD $) | 3 Months Ended | 9 Months Ended | |||||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Jun. 30, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Other Comprehensive Income (Loss), Unrealized Gain (Loss) on Derivatives Arising During Period, before Tax | ($8,057) | $506 | |||||
Other Comprehensive Income (Loss), Unrealized Gain (Loss) on Derivatives Arising During Period, Tax | 2,210 | -80 | |||||
Accumulated Other Comprehensive Income (Loss), Net of Tax | 265 | 0 | 265 | 0 | 3,915 | 0 | -9,514 |
Other Comprehensive Income (Loss), Unrealized Gain (Loss) on Derivatives Arising During Period, Net of Tax | -5,847 | 0 | 426 | 0 | |||
Other Comprehensive Income (Loss), Reclassification Adjustment on Derivatives Included in Net Income, before Tax | 243 | 277 | 29,424 | ||||
Other Comprehensive Income (Loss), Reclassification Adjustment on Derivatives Included in Net Income, Tax | -67 | -76 | -5,495 | ||||
Reclassification adjustment for losses on hedging activity included in net income | 176 | 0 | 201 | 23,929 | |||
Other Comprehensive Income (Loss), before Tax | -7,814 | 783 | 29,424 | ||||
Other Comprehensive Income (Loss), Tax | -2,143 | 156 | 5,495 | ||||
Other Comprehensive Income (Loss), Net of Tax | -5,671 | 627 | 23,929 | ||||
Comprehensive Income (Loss), Net of Tax, Attributable to Noncontrolling Interest | 16,873 | 24,375 | 54,662 | 38,848 | |||
Comprehensive income attributable to Vantiv, Inc. | 32,061 | 24,264 | 91,003 | 38,370 | |||
Non-Controlling Interests | |||||||
Other Comprehensive Income (Loss), Unrealized Gain (Loss) on Derivatives Arising During Period, Net of Tax, Portion Attributable to Non-Controlling Interest | 2,082 | -291 | |||||
Reclassification adjustment for losses on hedging activity included in net income | 14,415 | ||||||
Other Comprehensive Income (Loss) Reclassification Adjustment on Derivatives Included in Net Income, Net of Tax, Attributable to Non-Controlling Interest | -61 | -71 | -14,415 | ||||
Comprehensive Income (Loss), Net of Tax, Attributable to Noncontrolling Interest | 2,021 | -362 | -14,415 | ||||
Vantiv, Inc. | |||||||
Other Comprehensive Income (Loss), Unrealized Gain (Loss) on Derivatives arising during the period, Net of Tax, attributable to Parent | -3,765 | 135 | |||||
Other Comprehensive Income (Loss) Reclassification Adjustment on Derivatives Included in Net Income, Net of Tax, Attributable to Parent | 115 | 130 | 9,514 | ||||
Comprehensive income attributable to Vantiv, Inc. | -3,650 | 265 | 9,514 | ||||
Net change in fair value recorded in accumulated other comprehensive income | |||||||
Accumulated Other Comprehensive Income (Loss), Net of Tax | 135 | 135 | 3,900 | 0 | |||
Reclassification out of accumulated other comprehensive income | |||||||
Accumulated Other Comprehensive Income (Loss), Net of Tax | $130 | $0 | $130 | $0 | $15 | $0 | ($9,514) |
SEGMENT_INFORMATION_Details
SEGMENT INFORMATION (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Result of operation for each segment | ||||
Total revenue | $532,347 | $466,736 | $1,549,722 | $1,369,147 |
Network fees and other costs | 238,141 | 208,239 | 685,708 | 617,691 |
Sales and marketing | 79,551 | 69,313 | 231,963 | 212,602 |
Segment profit | 214,655 | 189,184 | 632,051 | 538,854 |
Merchant Services | ||||
Result of operation for each segment | ||||
Total revenue | 413,360 | 354,120 | 1,197,497 | 1,028,926 |
Network fees and other costs | 203,642 | 177,084 | 585,364 | 517,499 |
Sales and marketing | 72,534 | 63,046 | 213,034 | 193,394 |
Segment profit | 137,184 | 113,990 | 399,099 | 318,033 |
Financial Institution Services | ||||
Result of operation for each segment | ||||
Total revenue | 118,987 | 112,616 | 352,225 | 340,221 |
Network fees and other costs | 34,499 | 31,155 | 100,344 | 100,192 |
Sales and marketing | 7,017 | 6,267 | 18,929 | 19,208 |
Segment profit | 77,471 | 75,194 | 232,952 | 220,821 |
Corporate/Other | ||||
Result of operation for each segment | ||||
Total revenue | 0 | 0 | 0 | 0 |
Network fees and other costs | 0 | 0 | 0 | 0 |
Sales and marketing | 0 | 0 | 0 | 0 |
Segment profit | $0 | $0 | $0 | $0 |
SEGMENT_INFORMATION_Details_2
SEGMENT INFORMATION (Details 2) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Reconciliation of total segment profit to the company's (loss) income before applicable income taxes | ||||
Total segment profit | $214,655 | $189,184 | $632,051 | $538,854 |
Less: Other operating costs | -48,340 | -40,376 | -148,168 | -119,802 |
Less: General and administrative | -27,489 | -28,600 | -88,450 | -86,387 |
Less: Depreciation and amortization | -48,604 | -40,618 | -136,428 | -119,181 |
Less: Interest expense—net | -10,724 | -10,056 | -30,317 | -44,675 |
Less: Non-operating expenses | 0 | 0 | -20,000 | -92,672 |
Income before applicable income taxes | $79,498 | $69,534 | $208,688 | $76,137 |
SUBSEQUENT_EVENT_Details
SUBSEQUENT EVENT (Details) (Subsequent Event [Member], USD $) | 1 Months Ended | |||
In Millions, unless otherwise specified | Oct. 22, 2013 | Oct. 23, 2013 | Oct. 23, 2013 | Oct. 23, 2013 |
Advent International Corporation and JPDN | Advent | JPDN | ||
Subsequent Event [Line Items] | ||||
Stock Repurchase Program, Authorized Amount | $137 | |||
Tax Receivable Agreement Prepayment | 112 | 0.5 | ||
Tax Receivable Agreement Obligations Settled As a Result of Prepayment | $254 |