DOCUMENT_AND_ENTITY_INFORMATIO
DOCUMENT AND ENTITY INFORMATION (USD $) | 12 Months Ended | |
In Billions, except Share data, unless otherwise specified | Dec. 31, 2013 | Jun. 28, 2013 |
Document and Entity Information [Line Items] | ' | ' |
Entity Registrant Name | 'Vantiv, Inc. | ' |
Entity Central Index Key | '0001533932 | ' |
Document Type | '10-K | ' |
Document Period End Date | 31-Dec-13 | ' |
Amendment Flag | 'false | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Entity Current Reporting Status | 'Yes | ' |
Entity Filer Category | 'Large Accelerated Filer | ' |
Document Fiscal Year Focus | '2013 | ' |
Document Fiscal Period Focus | 'FY | ' |
Entity Well-known Seasoned Issuer | 'Yes | ' |
Entity Voluntary Filers | 'No | ' |
Entity Public Float | ' | $2.40 |
Class A Common Stock | ' | ' |
Document and Entity Information [Line Items] | ' | ' |
Entity Common Stock, Shares Outstanding (in shares) | 141,758,681 | ' |
Class B Common Stock | ' | ' |
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 $) | 12 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Revenue: | ' | ' | ' |
External customers | $2,028,681 | $1,787,119 | $1,553,069 |
Related party revenues | 79,396 | 76,120 | 69,352 |
Total revenue | 2,108,077 | 1,863,239 | 1,622,421 |
Network fees and other costs | 935,441 | 840,597 | 756,735 |
Sales and marketing | 312,044 | 280,644 | 236,917 |
Other operating costs | 200,630 | 158,374 | 143,420 |
General and administrative | 121,707 | 118,231 | 86,870 |
Depreciation and amortization | 185,453 | 160,538 | 155,326 |
Income from operations | 352,802 | 304,855 | 243,153 |
Interest expense—net | -40,902 | -54,572 | -111,535 |
Non-operating expenses | -20,000 | -92,672 | -14,499 |
Income before applicable income taxes | 291,900 | 157,611 | 117,119 |
Income tax expense | 83,760 | 46,853 | 32,309 |
Net income | 208,140 | 110,758 | 84,810 |
Less: Net income attributable to non-controlling interests | -74,568 | -53,148 | -48,570 |
Net income attributable to Vantiv, Inc. | $133,572 | $57,610 | $36,240 |
Class A Common Stock | ' | ' | ' |
Net income per share attributable to Vantiv, Inc. Class A common stock: | ' | ' | ' |
Basic (in dollars per share) | $0.96 | $0.50 | $0.40 |
Diluted (in dollars per share) | $0.87 | $0.47 | $0.40 |
Shares used in computing net income per share of Class A common stock: | ' | ' | ' |
Basic (in shares) | 138,836,314 | 116,258,204 | 89,515,617 |
Diluted (in shares) | 206,027,557 | 122,747,362 | 89,515,617 |
CONSOLIDATED_STATEMENTS_OF_COM
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Statement of Comprehensive Income [Abstract] | ' | ' | ' |
Net income | $208,140 | $110,758 | $84,810 |
Other comprehensive income (loss), net of tax: | ' | ' | ' |
Gain (loss) on cash flow hedges | 663 | 23,929 | -23,929 |
Comprehensive income | 208,803 | 134,687 | 60,881 |
Less: Comprehensive income attributable to non-controlling interests | -74,967 | -67,563 | -34,155 |
Comprehensive income attributable to Vantiv, Inc. | $133,836 | $67,124 | $26,726 |
CONSOLIDATED_STATEMENTS_OF_FIN
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Current assets: | ' | ' |
Cash and cash equivalents | $171,427 | $67,058 |
Accounts receivable—net | 472,196 | 397,664 |
Related party receivable | 5,155 | 4,415 |
Settlement assets | 127,144 | 429,377 |
Prepaid expenses | 18,059 | 10,629 |
Other | 13,932 | 11,934 |
Total current assets | 807,913 | 921,077 |
Customer incentives | 30,808 | 28,927 |
Property, equipment and software—net | 217,333 | 174,940 |
Intangible assets—net | 795,332 | 884,536 |
Goodwill | 1,943,613 | 1,804,592 |
Deferred taxes | 362,785 | 141,361 |
Other assets | 31,769 | 24,096 |
Total assets | 4,189,553 | 3,979,529 |
Current liabilities: | ' | ' |
Accounts payable and accrued expenses | 233,383 | 215,998 |
Related party payable | 2,381 | 1,625 |
Settlement obligations | 333,649 | 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 | 8,639 | 0 |
Deferred income | 9,053 | 9,667 |
Current maturities of capital lease obligations | 4,326 | 5,505 |
Other | 1,382 | 1,609 |
Total current liabilities | 685,313 | 869,468 |
Long-term liabilities: | ' | ' |
Note payable to related party | 325,993 | 292,000 |
Note payable | 1,392,757 | 871,605 |
Tax receivable agreement obligations to related parties | 551,061 | 484,700 |
Capital lease obligations | 12,044 | 8,275 |
Deferred taxes | 37,963 | 8,207 |
Other | 8,100 | 1,039 |
Total long-term liabilities | 2,327,918 | 1,665,826 |
Total liabilities | 3,013,231 | 2,535,294 |
Commitments and contingencies (See Note 10 - 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 | 597,730 | 766,337 |
Retained earnings | 203,066 | 69,494 |
Accumulated other comprehensive income | 264 | 0 |
Treasury stock, at cost; 1,606,664 shares at December 31, 2013 and 978,226 shares at December 31, 2012 | -33,130 | -17,906 |
Total Vantiv, Inc. equity | 767,931 | 817,926 |
Non-controlling interests | 408,391 | 626,309 |
Total equity | 1,176,322 | 1,444,235 |
Total liabilities and equity | 4,189,553 | 3,979,529 |
Class A Common Stock | ' | ' |
Equity: | ' | ' |
Class A common stock, $0.00001 par value; 890,000,000 shares authorized; 141,758,681 shares outstanding at December 31, 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 December 31, 2013; 70,219,136 shares issued and outstanding at December 31, 2012 | 1 | 1 |
Class B Common Stock | ' | ' |
Equity: | ' | ' |
Class A common stock, $0.00001 par value; 890,000,000 shares authorized; 141,758,681 shares outstanding at December 31, 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 December 31, 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 $) | Dec. 31, 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) | 1,606,664 | 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) | 141,758,681 | 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 $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Operating Activities: | ' | ' | ' |
Net income | $208,140 | $110,758 | $84,810 |
Adjustments to reconcile net income to net cash provided by operating activities: | ' | ' | ' |
Depreciation and amortization expense | 185,453 | 160,538 | 155,326 |
Loss on derivative assets | 0 | 0 | 800 |
Amortization of customer incentives | 10,139 | 6,372 | 3,511 |
Amortization and write-off of debt issuance costs | 24,427 | 59,407 | 19,544 |
Share-based compensation expense | 29,729 | 33,444 | 2,974 |
Deferred taxes | 31,340 | 352 | 31,133 |
Other non-cash items | 491 | 1,208 | 303 |
Change in operating assets and liabilities: | ' | ' | ' |
Accounts receivable and related party receivable | -71,614 | -28,517 | -25,715 |
Net settlement assets and obligations | 93,318 | -48,668 | -38,258 |
Customer incentives | -13,034 | -9,306 | -11,385 |
Prepaid and other assets | -5,127 | 11,053 | -10,532 |
Accounts payable and accrued expenses | -12,714 | -3,415 | 30,693 |
Payable to related party | 756 | -2,189 | -8,652 |
Other liabilities | -682 | 2,077 | -1,098 |
Net cash provided by operating activities | 480,622 | 293,114 | 233,454 |
Investing Activities: | ' | ' | ' |
Purchases of property and equipment | -61,578 | -51,435 | -62,714 |
Acquisition of customer portfolios and related assets | -7,892 | -13,213 | -3,906 |
Purchase of investments | -3,174 | -313 | -3,300 |
Cash used in acquisitions, net of cash acquired | -155,654 | -352,330 | 0 |
Net cash used in investing activities | -228,298 | -417,291 | -69,920 |
Financing Activities: | ' | ' | ' |
Proceeds from initial public offering, net of offering costs of $39,091 | 0 | 460,913 | 0 |
Proceeds from follow-on offering, net of offering costs of $1,951 | 0 | 33,512 | 0 |
Proceeds from issuance of long-term debt | 1,850,000 | 1,338,750 | 0 |
Repayment of debt and capital lease obligations | -1,304,966 | -1,859,199 | -20,373 |
Payment of debt issuance costs | -26,288 | -28,949 | -6,276 |
Purchase of Class B units in Vantiv Holding from Fifth Third Bank | 0 | -33,512 | 0 |
Repurchase of Class A common stock (to satisfy tax withholding obligations) | -503,225 | 0 | 0 |
Repurchase of Class A common stock (to satisfy tax withholding obligations) | -15,224 | -17,906 | 0 |
Settlement of certain tax receivable agreements | -112,562 | 0 | 0 |
Tax benefit from employee share-based compensation | 5,464 | 14,747 | 0 |
Distribution to funds managed by Advent International Corporation | 0 | -40,086 | 0 |
Distribution to non-controlling interests | -41,154 | -47,584 | -2,848 |
Net cash used in financing activities | -147,955 | -179,314 | -29,497 |
Net increase (decrease) in cash and cash equivalents | 104,369 | -303,491 | 134,037 |
Cash and cash equivalents—Beginning of period | 67,058 | 370,549 | 236,512 |
Cash and cash equivalents—End of period | 171,427 | 67,058 | 370,549 |
Cash Payments: | ' | ' | ' |
Interest | 37,975 | 60,886 | 106,459 |
Taxes | 46,198 | 29,261 | 12,127 |
Non-cash Items: | ' | ' | ' |
Issuance of tax receivable agreements | 329,400 | 484,700 | 0 |
Assets acquired under capital lease obligations | 20,345 | 1,202 | 19,711 |
Assets acquired under debt obligations | 0 | 0 | 19,302 |
Accrual of secondary offering costs | $0 | $3,000 | $0 |
CONSOLIDATED_STATEMENTS_OF_CAS1
CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) (USD $) | 12 Months Ended |
In Thousands, unless otherwise specified | Dec. 31, 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, 2010 | $1,194,713 | $0 | $579,726 | $15,730 | $0 | $599,256 | ' | $1 | ' | $0 |
Balance (in shares) at Dec. 31, 2010 | ' | 0 | ' | ' | ' | ' | ' | 89,516,000 | ' | 0 |
Increase (Decrease) in Stockholders' Equity | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net income | 84,810 | ' | ' | 36,240 | ' | 48,570 | ' | ' | ' | ' |
Unrealized loss on hedging activities, net of tax | ' | ' | ' | ' | -9,514 | -14,415 | ' | ' | ' | ' |
Cash flow hedge reclassification adjustment | 5,872 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Distribution to non-controlling interests | -2,848 | ' | ' | ' | ' | -2,848 | ' | ' | ' | ' |
Share-based compensation | 2,974 | ' | 1,515 | ' | ' | 1,459 | ' | ' | ' | ' |
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 | 110,758 | ' | ' | 57,610 | ' | 53,148 | ' | ' | ' | ' |
Issuance of Class A common stock upon initial public offering, net of offering costs | 457,913 | ' | 457,913 | ' | ' | ' | ' | ' | ' | ' |
Issuance of Class A common stock upon initial public offering, net of offering costs (in shares) | ' | ' | ' | ' | ' | ' | ' | 29,412,000 | ' | ' |
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 (in shares) | ' | ' | ' | ' | ' | ' | ' | 8,716,000 | ' | ' |
Tax benefit from employee share-based compensation | 14,747 | ' | 14,747 | ' | ' | ' | ' | ' | ' | ' |
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 | ' | ' |
Repurchase of Class A common stock (to satisfy tax withholding obligation) | -17,906 | -17,906 | ' | ' | ' | ' | ' | ' | ' | ' |
Repurchase of Class A common stock (to satisfy tax withholding obligation) (in shares) | ' | -978,000 | ' | ' | ' | ' | ' | -978,000 | ' | ' |
Issuance of Class B common stock under Recapitalization Agreement (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | 86,005,000 |
Purchase of Class B units in Vantiv Holding from Fifth Third Bank | -33,512 | ' | ' | ' | ' | -33,512 | ' | ' | ' | ' |
Purchase of Class B units in Vantiv Holding from Fifth Third and cancellation of related Class B common stock (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | -2,086,000 |
Issuance of Class A common stock and cancellation of Class B common stock in connection with secondary offering | ' | ' | ' | ' | ' | ' | ' | -13,700,000 | ' | -13,700,000 |
Issuance of tax receivable agreements | -346,700 | ' | -346,700 | ' | ' | ' | ' | ' | ' | ' |
Cash flow hedge reclassification adjustment | 23,929 | ' | ' | ' | 9,514 | 14,415 | ' | ' | ' | ' |
Distribution to non-controlling interests | -47,584 | ' | ' | ' | ' | -47,584 | ' | ' | ' | ' |
Distribution to funds managed by Advent International Corporation | -40,086 | ' | ' | -40,086 | ' | ' | ' | ' | ' | ' |
Share-based compensation | 33,444 | ' | 20,223 | ' | ' | 13,221 | ' | ' | ' | ' |
Forfeitures of restricted stock awards (in shares) | ' | ' | ' | ' | ' | ' | ' | -448,000 | ' | ' |
Reallocation of non-controlling interests of Vantiv Holding due to change in ownership | ' | ' | 1,327 | ' | ' | -1,327 | ' | ' | ' | ' |
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 | 208,140 | ' | ' | 133,572 | ' | 74,568 | ' | ' | ' | ' |
Issuance of Class A common stock upon initial public offering, net of offering costs (in shares) | ' | ' | ' | ' | ' | ' | ' | 4,000 | ' | ' |
Tax benefit from employee share-based compensation | 5,464 | ' | 5,464 | ' | ' | ' | ' | ' | ' | ' |
Repurchase of Class A common stock (to satisfy tax withholding obligation) | -15,224 | -15,224 | ' | ' | ' | ' | ' | ' | ' | ' |
Repurchase of Class A common stock (to satisfy tax withholding obligation) (in shares) | ' | -629,000 | ' | ' | ' | ' | ' | -629,000 | ' | ' |
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 | -503,225 | ' | -503,225 | ' | ' | ' | ' | ' | ' | ' |
Stock Repurchased and Retired During Period, Shares | -17,500,000 | ' | ' | ' | ' | ' | ' | -20,904,000 | ' | ' |
Issuance of tax receivable agreements | -93,000 | ' | -93,000 | ' | ' | ' | ' | ' | ' | ' |
Adjustments To Additional Paid In Capital Termination of Certain Tax Receivable Agreements | 140,694 | ' | 140,694 | ' | ' | ' | ' | ' | ' | ' |
Unrealized loss on hedging activities, net of tax | 663 | ' | ' | ' | 264 | 399 | ' | ' | ' | ' |
Cash flow hedge reclassification adjustment | 416 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Distribution to non-controlling interests | -41,154 | ' | ' | ' | ' | -41,154 | ' | ' | ' | ' |
Share-based compensation | 29,729 | ' | 21,239 | ' | ' | 8,490 | ' | ' | ' | ' |
Forfeitures of restricted stock awards (in shares) | ' | ' | ' | ' | ' | ' | ' | -352,000 | ' | ' |
Reallocation of non-controlling interests of Vantiv Holding due to change in ownership | ' | ' | 260,221 | ' | ' | -260,221 | ' | ' | ' | ' |
Balance at Dec. 31, 2013 | $1,176,322 | ($33,130) | $597,730 | $203,066 | $264 | $408,391 | ' | $1 | ' | $0 |
Balance (in shares) at Dec. 31, 2013 | ' | 1,607,000 | ' | ' | ' | ' | 141,758,681 | 141,759,000 | 48,822,826 | 48,823,000 |
BASIS_OF_PRESENTATION
BASIS OF PRESENTATION | 12 Months Ended | |
Dec. 31, 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 national, regional and mid-market sales teams, third-party reseller clients and a telesales operation. The Company also has relationships with a broad range of merchant banks; technology partners, which include independent software vendors ("ISVs"), value-added resellers ("VARs") and payment facilitators; independent sales organizations ("ISOs") and trade associations as well as arrangements with core processors. | ||
Segments | ||
The Company’s segments consist of the Merchant Services segment and the Financial Institution Services segment. The Company’s Chief Executive Officer ("CEO"), who is the chief operating decision maker ("CODM"), evaluates the performance and allocates resources based on the operating results of each segment. Below is a summary of each segment: | ||
• | Merchant Services—Provides merchant acquiring and payment processing services to large national merchants, regional and small-to-mid sized businesses. Merchant services are sold to small to large businesses through diverse distribution channels. Merchant Services includes all aspects of card processing including authorization and settlement, customer service, chargeback and retrieval processing and interchange management. | |
• | Financial Institution Services—Provides card issuer processing, payment network processing, fraud protection, card production, prepaid program management, automated teller machine ("ATM") driving and network gateway and switching services that utilize the Company’s proprietary Jeanie debit payment network to a diverse set of financial institutions, including regional banks, community banks, credit unions and regional personal identification number ("PIN") networks. Financial Institution Services also provides 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. | |
Initial Public Offering and Reorganization Transactions | ||
On March 21, 2012, Vantiv, Inc. completed the initial public offering ("IPO") of its Class A common stock. Immediately prior to the consummation of the IPO, the Company executed several reorganization transactions, collectively referred to as the "Reorganization Transactions." The Reorganization Transactions included, among other things, the following: | ||
• | Amendment and restatement of Vantiv, Inc.’s certificate of incorporation to provide for Class A and Class B common stock (see Note 12 - Capital Stock for further discussion); | |
• | Reclassification of Vantiv, Inc.’s existing common stock into shares of Class A common stock and a 175.76 for 1 stock split of the Class A common stock, which has been retrospectively reflected within these accompanying consolidated financial statements; | |
• | Amendment and restatement of the Vantiv Holding Limited Liability Company Agreement and a 1.7576 for 1 split of the Class A units and Class B units of Vantiv Holding; | |
• | Execution of an exchange agreement (the "Exchange Agreement") among the Company and Fifth Third Bank, a subsidiary of Fifth Third Bancorp, and FTPS Partners, LLC, a wholly-owned subsidiary of Fifth Third Bank, collectively referred to as "Fifth Third," to provide for a 1 to 1 ratio between the units of Vantiv Holding and the common stock of Vantiv, Inc., and the exchange of Class B units and Class C non-voting units of Vantiv Holding for Class A common stock of Vantiv, Inc. on a one-for-one basis, or, at Vantiv, Inc.’s option, for cash; | |
• | Exchange of Class A and Class B units of Vantiv Holding held by JPDN Enterprises, LLC ("JPDN"), an affiliate of Charles D. Drucker, the Company’s CEO, for shares of Vantiv, Inc.’s Class A common stock; | |
• | Execution of four tax receivable agreements ("TRAs") with Vantiv Holding’s pre-IPO investors, which obligate the Company to make payments to such investors 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 certain tax basis increases and net operating losses ("NOLs"). During the year ended December 31, 2013, certain of these tax receivable agreements were terminated (see Note 7 - Tax Receivable Agreements for a discussion of the TRAs); | |
• | Execution of a recapitalization agreement with Vantiv Holding’s pre-IPO investors, pursuant to which, among other things, the Company paid Fifth Third a $15.0 million fee related to the modification of its consent rights under the Amended and Restated Vantiv Holding Limited Liability Company Agreement, which is reflected as a distribution to non-controlling interests within the accompanying consolidated statements of cash flows and equity for the year ended December 31, 2012. Additionally, the Company made a $40.1 million cash distribution to funds managed by Advent International Corporation ("Advent"), which is reflected as such in the accompanying consolidated statements of cash flows and equity for the year ended December 31, 2012; and | |
• | Conversion of outstanding awards under the Vantiv Holding Management Phantom Equity Plan ("Phantom Equity Plan") into unrestricted and restricted Class A common stock issued under the 2012 Vantiv, Inc. Equity Incentive Plan ("2012 Equity Incentive Plan") (see Note 13 - Share-Based Compensation Plans for a discussion of the Company’s share-based compensation plans). | |
In the IPO, Vantiv, Inc. issued and sold 29,412,000 shares of Class A common stock at a public offering price of $17.00 per share for net proceeds of $457.9 million after deducting underwriting discounts and commissions and other offering expenses, including $3.0 million accrued for offering costs associated with contractually obligated future offerings. The Company used the net proceeds to pay down a portion of the amount outstanding under its senior secured credit facilities. Vantiv, Inc. also issued 86,005,200 shares of Class B common stock, which give voting rights, but no economic interests, to Fifth Third. No proceeds were generated from the issuance of the Class B common stock. | ||
In connection with the exercise of the underwriters’ overallotment option, an additional 4,411,800 shares of Class A common stock were sold to the public at an offering price of $17.00 per share. Of the shares sold in the overallotment, 2,325,736 shares were sold by the selling stockholders and 2,086,064 shares were sold by Vantiv, Inc. Vantiv, Inc. used the net proceeds resulting from the shares it sold in the overallotment option to redeem an equivalent number of Class B units of Vantiv Holding held by Fifth Third pursuant to the Exchange Agreement. The Company did not receive any proceeds from the sale of shares by the selling stockholders. | ||
Secondary Offerings and Share Repurchase | ||
In August 2012, a secondary offering took place in which Advent sold 14.1 million shares of Vantiv, Inc. Class A common stock at a price of $21.90 per share. In December 2012, a secondary offering took place in which Fifth Third sold 13.7 million shares of Vantiv, Inc. Class A common stock at a price of $20.10 per share. The Company did not receive any proceeds from these sales. | ||
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 accompanying 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 accompanying consolidated statement of equity. In connection with the share repurchase, the Company 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 6 - Long-Term Debt). | ||
In August and November 2013, secondary offerings took place in which selling shareholders sold 20.0 million and 15.0 million shares, respectively, of Vantiv, Inc. Class A common stock. The Company did not receive any proceeds from these sales. | ||
Basis of Presentation and Consolidation | ||
The accompanying consolidated financial statements include those of Vantiv, Inc. and all subsidiaries thereof, including its majority-owned subsidiary, Vantiv Holding, LLC. The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP"). All intercompany balances and transactions have been eliminated. | ||
As of December 31, 2013, Vantiv, Inc. and Fifth Third owned interests in Vantiv Holding of 74.38% and 25.62%, respectively (see Note 9 - Controlling and Non-controlling Interests in Vantiv Holding for changes in non-controlling interests). | ||
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 of and equity in Vantiv Holding. Net income attributable to non-controlling interests does not include expenses incurred directly by Vantiv, Inc., including income tax expense attributable to Vantiv, Inc. All of the Company’s non-controlling interests are presented after Vantiv Holding income tax expense in the accompanying consolidated statements of income as "Net income attributable to non-controlling interests." Non-controlling interests are presented as a component of equity in the accompanying consolidated statements of financial position. | ||
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 | 12 Months Ended | |
Dec. 31, 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 ATM card transaction processing, ATM driving and support, and 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, residual payments made to ISOs, technology partners, merchant banks and other third party partners and advertising and promotional costs. | |
• | 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 6 - Long-Term Debt) in May 2013 and March 2012, the early termination of the Company’s interest rate swaps (see Note 8 - Derivatives and Hedging Activities) in connection with the March 2012 debt refinancing and a one-time activity fee of $6.0 million assessed by MasterCard as a result of the Company's 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 16 - 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 December 31, 2013 and 2012 the Company had recorded no valuation allowances against deferred tax assets. See Note 14 - Income Taxes for further discussion of income taxes. | ||
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 December 31, 2013 and 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. Also included in property, equipment and software is work in progress consisting of costs associated with software developed for internal use which has not yet been placed in service. | ||
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 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 was substantially in excess of the carrying value. There have been no other events or changes in circumstances subsequent to the testing date that would indicate impairment of these reporting units as of December 31, 2013. | ||
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. As of December 31, 2013, there have been no such events or circumstances that would indicate potential impairment. 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. There have been no other events or changes in circumstances subsequent to the testing date that would indicate impairment of the trade name as of December 31, 2013. | ||
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 ("AOCI") 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 | ||
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 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 accompanying consolidated financial statements. |
BUSINESS_COMBINATIONS
BUSINESS COMBINATIONS | 12 Months Ended | ||||
Dec. 31, 2013 | |||||
Business Combinations [Abstract] | ' | ||||
BUSINESS COMBINATIONS | ' | ||||
BUSINESS COMBINATIONS | |||||
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 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 identifiable intangible asset. The preliminary purchase price allocation is as follows (in thousands): | |||||
Current assets | $ | 11,359 | |||
Equipment and software | 8,193 | ||||
Goodwill | 135,068 | ||||
Customer relationship intangible assets | 29,300 | ||||
Trade name | 500 | ||||
Current liabilities | (8,189 | ) | |||
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. | |||||
Acquisition of Litle & Co., LLC | |||||
On November 30, 2012, the Company completed the acquisition of Litle & Co., LLC ("Litle"), acquiring all of the outstanding voting interests. Litle is an ecommerce payment processor, providing a fully-integrated payments solution for companies that sell goods and services to consumers over the internet and through direct response marketing. This acquisition significantly increases the Company's capabilities in ecommerce, expands its customer base of online merchants, and enables the delivery of Litle's innovative ecommerce solutions to the Company's clients. | |||||
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, all of which is deductible for tax purposes. Goodwill, assigned to Merchant Services, consists primarily of tax benefits resulting from the acquisition, the acquired workforce and growth opportunities, none of which qualifies as an amortizable intangible asset. The final purchase price allocation is as follows (in thousands): | |||||
Current assets | $ | 10,326 | |||
Property and equipment | 13,503 | ||||
Non-current assets | 30 | ||||
Goodwill | 276,171 | ||||
Customer relationship intangible assets | 73,600 | ||||
Trade name | 1,300 | ||||
Current liabilities | (14,341 | ) | |||
Total purchase price | $ | 360,589 | |||
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 Litle as if it had occurred at the beginning of the year were not material and therefore have not been presented. | |||||
The Company incurred expenses of approximately $3.5 million during the year ended December 31, 2012 in conjunction with the acquisition of Litle, which are included within general and administrative expenses on the accompanying statement of income. |
PROPERTY_AND_EQUIPMENT
PROPERTY AND EQUIPMENT | 12 Months Ended | ||||||||||
Dec. 31, 2013 | |||||||||||
Property, Plant and Equipment [Abstract] | ' | ||||||||||
PROPERTY AND EQUIPMENT | ' | ||||||||||
PROPERTY, EQUIPMENT AND SOFTWARE | |||||||||||
A summary of the Company's property, equipment and software is as follows (in thousands): | |||||||||||
Estimated Useful Life | December 31, 2013 | December 31, 2012 | |||||||||
Building and improvements | 15 - 40 years | $ | 18,645 | $ | 18,645 | ||||||
Furniture and equipment | 2 - 10 years | 88,650 | 75,913 | ||||||||
Software | 3 - 5 years | 204,222 | 146,322 | ||||||||
Leasehold improvements | 3 - 10 years | 5,162 | 3,558 | ||||||||
Work in progress | 38,039 | 16,304 | |||||||||
Accumulated depreciation | (137,385 | ) | (85,802 | ) | |||||||
Total | $ | 217,333 | $ | 174,940 | |||||||
Depreciation and amortization expense related to property, equipment and software for the years ended December 31, 2013, 2012 and 2011 was $56.8 million, $40.7 million and $31.7 million, respectively. |
GOODWILL_AND_INTANGIBLE_ASSETS
GOODWILL AND INTANGIBLE ASSETS | 12 Months Ended | ||||||||||||
Dec. 31, 2013 | |||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | ||||||||||||
GOODWILL AND INTANGIBLE ASSETS | ' | ||||||||||||
GOODWILL AND INTANGIBLE ASSETS | |||||||||||||
A summary of changes in goodwill through December 31, 2013 is as follows (in thousands): | |||||||||||||
Merchant Services | Financial Institution Services | Total | |||||||||||
Balance as of December 31, 2011 | $ | 957,524 | $ | 574,850 | $ | 1,532,374 | |||||||
Goodwill attributable to acquisition of Litle | 272,218 | — | 272,218 | ||||||||||
Balance as of December 31, 2012 | 1,229,742 | 574,850 | 1,804,592 | ||||||||||
Goodwill attributable to acquisition of Litle (1) | 3,953 | — | 3,953 | ||||||||||
Goodwill attributable to acquisition of Element | 135,068 | — | 135,068 | ||||||||||
Balance as of December 31, 2013 | $ | 1,368,763 | $ | 574,850 | $ | 1,943,613 | |||||||
(1) Amount represents adjustments to goodwill associated with the acquisition of Litle as a result of the finalization of purchase accounting. | |||||||||||||
Intangible assets consist primarily of acquired customer relationships and trade names. The useful lives of customer relationships are determined based on forecasted cash flows, which include estimates for customer attrition associated with the underlying portfolio of customers acquired. The customer relationships acquired in conjunction with acquisitions are amortized based on the pattern of cash flows expected to be realized taking into consideration expected revenues and customer attrition, which are based on historical data and the Company's estimates of future performance. These estimates result in accelerated amortization on certain acquired assets. The trade name acquired in conjunction with the Company's acquisition of NPC Group, Inc. ("NPC") in 2010 is expected to remain in use for the foreseeable future and has therefore been deemed an indefinite lived intangible asset not subject to amortization. The trade name is reviewed for impairment on an annual basis. The Company reviews finite lived intangible assets for possible impairment whenever events or changes in circumstances indicate that carrying amounts may not be recoverable. | |||||||||||||
As of December 31, 2013 and 2012, the Company's intangible assets consisted of the following (in thousands): | |||||||||||||
December 31, | December 31, | ||||||||||||
2013 | 2012 | ||||||||||||
Customer relationship intangible assets | $ | 1,234,042 | $ | 1,212,919 | |||||||||
Trade name - indefinite lived | 41,000 | 41,000 | |||||||||||
Trade name - finite lived | 500 | 1,300 | |||||||||||
Customer portfolios and related assets | 26,422 | 16,780 | |||||||||||
1,301,964 | 1,271,999 | ||||||||||||
Less accumulated amortization on: | |||||||||||||
Customer relationship intangible assets | 496,906 | 383,962 | |||||||||||
Trade name - finite lived | 208 | — | |||||||||||
Customer portfolios and related assets | 9,518 | 3,501 | |||||||||||
506,632 | 387,463 | ||||||||||||
$ | 795,332 | $ | 884,536 | ||||||||||
As of December 31, 2013 and 2012, finite-lived intangible assets had estimated remaining weighted-average lives of 7.1 years and 7.6 years, respectively. Amortization expense on intangible assets for the years ended December 31, 2013, 2012 and 2011 was $128.6 million, $119.9 million and $123.6 million, respectively. | |||||||||||||
The estimated amortization expense of intangible assets for the next five years is as follows (in thousands): | |||||||||||||
2014 | $ | 127,599 | |||||||||||
2015 | 121,141 | ||||||||||||
2016 | 116,268 | ||||||||||||
2017 | 111,813 | ||||||||||||
2018 | 108,856 | ||||||||||||
CAPITAL_LEASES
CAPITAL LEASES | 12 Months Ended | ||||
Dec. 31, 2013 | |||||
Leases [Abstract] | ' | ||||
CAPITAL LEASES | ' | ||||
CAPITAL LEASES | |||||
The Company has various lease agreements for equipment that are classified as capital leases. The cost of equipment under capital leases as of December 31, 2013 and 2012 of approximately $20.4 million and $20.9 million, respectively, is included on the accompanying statements of financial position within property and equipment. Depreciation expense associated with capital leases for the years ended December 31, 2013, 2012 and 2011 was $6.7 million, $4.1 million and $3.6 million, respectively. | |||||
The future minimum lease payments required under capital leases and the present value of net minimum lease payments as of December 31, 2013 are as follows (in thousands): | |||||
Amount | |||||
2014 | $ | 4,593 | |||
2015 | 4,990 | ||||
2016 | 4,990 | ||||
2017 | 2,378 | ||||
Total minimum lease payments | 16,951 | ||||
Less: Amount representing interest | (581 | ) | |||
Present value of minimum lease payments | 16,370 | ||||
Less: Current maturities of capital lease obligations | (4,326 | ) | |||
Long-term capital lease obligations | $ | 12,044 | |||
LONGTERM_DEBT
LONG-TERM DEBT | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Debt Disclosure [Abstract] | ' | |||||||
LONG-TERM DEBT | ' | |||||||
LONG-TERM DEBT | ||||||||
As of December 31, 2013 and 2012, the Company’s debt consisted of the following: | ||||||||
December 31, | 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 1.92% at December 31, 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 | $ | 1,803,750 | $ | — | ||||
$1,000.0 million term A loans, expiring on March 27, 2017, bearing interest payable quarterly 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 loans, expiring on March 27, 2019, bearing interest payable quarterly 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 payable monthly at a fixed rate (rate of 6.22% at December 31, 2013) | 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 | (2,631 | ) | (4,651 | ) | ||||
Note payable and note payable to related party | $ | 1,718,750 | $ | 1,163,605 | ||||
May 2013 Debt Refinancing | ||||||||
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 related revolving credit facility was also terminated. In addition to the new term A loan, the new debt agreement includes a $250 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 million swing line facility and a $40 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 December 31, 2013, Fifth Third held $343.6 million of the term A loans. | ||||||||
March 2012 Debt Refinancing | ||||||||
Upon the completion of the Company’s IPO, the Company used net proceeds and cash on hand of $538.9 million to repay outstanding debt under the Company’s 2011 refinanced debt agreement discussed below. Contemporaneous with the repayment, the Company refinanced the remaining debt outstanding under the 2011 refinanced debt agreement, which consisted of two tranches, "term B-1" and "term B-2", and terminated its $150.0 million revolving credit facility. | ||||||||
The first lien loan agreement of the 2011 refinanced debt was refinanced into a new loan agreement consisting of term A loans and term B loans and a $250.0 million revolving credit facility. As of the date of refinancing, the term A loans and term B loans had balances of $1,000.0 million and $250.0 million, respectively. The maturity dates and debt service requirements related to the term A loans and term B loans are listed in the table above. The revolving credit facility matured in March 2017 and included a $75.0 million swing line facility and a $40.0 million letter of credit facility. As of December 31, 2012, $40.0 million was borrowed under the revolving credit facility. This borrowing was repaid in January 2013. The commitment fee rate for the unused portion of the revolving credit facility was 0.50% per year. | ||||||||
As of December 31, 2012, Fifth Third held $308.0 million, of the term A loans and $12.8 million of the $40.0 million borrowed under the revolving credit facility. | ||||||||
May 2011 Debt Refinancing | ||||||||
On May 17, 2011, the Company refinanced $1,771.1 million of debt outstanding under the existing first and second lien loan agreements (the "original debt"). Outstanding debt under the original first and second lien loan agreements was $1,571.1 million and $200.0 million, respectively, and matured in November 2016 and 2017, respectively. | ||||||||
The original debt was refinanced into a single first lien loan agreement (the "2011 refinanced debt") consisting of two tranches, "term B-1" and "term B-2," and a $150.0 million revolving credit facility. As of the date of refinancing, term B-1 had a balance of $1,621.1 million, while term B-2 carried a non-amortizing balance of $150.0 million. The original second lien loan agreement was repaid in connection with the refinancing. The maturity dates of term B-1 and term B-2 were November 3, 2016 and 2017, respectively. The revolving credit facility was to mature on November 3, 2015. The primary change under the 2011 refinanced debt was the reduced applicable interest rate. | ||||||||
Original Issue Discount and Deferred Financing Fees | ||||||||
2013 Debt Refinancing | ||||||||
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 statement of income for the year ended December 31, 2013. At December 31, 2013, deferred financing fees of approximately $17.9 million and OID of approximately $2.6 million are recorded as a component of other non-current assets and as a reduction of note payable, respectively, in the accompanying consolidated statement of financial position. Fifth Third participated in the debt both prior and subsequent to the refinancing pursuant to terms and conditions consistent with third-party lenders, and therefore the refinancing of the component of the Company's debt held by Fifth Third was treated consistently with the overall refinancing. | ||||||||
2012 Debt Refinancing | ||||||||
As a result of the Company's 2012 debt refinancing discussed above, the Company expensed approximately $55.6 million, which consisted primarily of the write-offs of unamortized deferred financing fees and OID associated with the component of the refinancing accounted for as a debt extinguishment, as well as a call premium equal to 1% of the outstanding balance of the original debt, or approximately $12.2 million. Amounts expensed in connection with the refinancing are recorded as a component of non-operating expenses in the accompanying consolidated statement of income for the year ended December 31, 2012. At December 31, 2012, deferred financing fees of approximately $14.0 million and OID of approximately $4.7 million are recorded as a component of other non-current assets and as a reduction of note payable, respectively, in the accompanying consolidated statement of financial position. Fifth Third participated in the debt both prior and subsequent to the refinancing pursuant to terms and conditions consistent with third-party lenders, and therefore the refinancing of the component of the Company's debt held by Fifth Third was treated consistently with the overall refinancing. | ||||||||
2011 Debt Refinancing | ||||||||
As a result of the Company's 2011 debt refinancing discussed above, the Company expensed approximately $13.7 million, which consisted primarily of the write-offs of unamortized deferred financing fees and OID associated with the component of the refinancing accounted for as a debt extinguishment, as well as a call premium equal to 2% of the outstanding balance of the original debt, or approximately $4.0 million. Amounts expensed in connection with the refinancing are recorded as a component of non-operating expenses in the accompanying consolidated statement of income for the year ended December 31, 2011. | ||||||||
Guarantees and Security | ||||||||
Our debt obligations at December 31, 2013 are unconditional and are guaranteed by Vantiv Holding and certain of Vantiv Holding’s existing and subsequently acquired or organized domestic subsidiaries. The 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 financial and non-financial covenants contained in the loan agreement for the debt, which are tested quarterly. At December 31, 2013, the Company was in compliance with these covenants. | ||||||||
Building Loan | ||||||||
On July 12, 2011, the Company entered into a term loan agreement for approximately $10.1 million for the purchase of our corporate headquarters facility. The interest rate is fixed at 6.22%, with interest only payments required for the first 84 months. Thereafter, until maturity, we will pay interest and principal based upon a 30 year amortization schedule, with the remaining principal amount due at maturity, August 2021. |
TAX_RECEIVABLE_AGREEMENTS
TAX RECEIVABLE AGREEMENTS | 12 Months Ended | |||||||||||||||||||||||
Dec. 31, 2013 | ||||||||||||||||||||||||
Tax Receivable Agreements Disclosure [Abstract] | ' | |||||||||||||||||||||||
TAX RECEIVABLE AGREEMENTS | ' | |||||||||||||||||||||||
TAX RECEIVABLE AGREEMENTS | ||||||||||||||||||||||||
In connection with its IPO, the Company entered into four TRAs with its pre-IPO investors, which consisted of certain funds managed by Advent, Fifth Third and 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. | |||||||||||||||||||||||
Obligations of the Company under the TRA have been created as a result of the purchase of Vantiv Holding units from Fifth Third in connection with the underwriters' exercise of their option to purchase additional shares of the Company’s Class A common stock subsequent to the IPO, as well as through the exchange by Fifth Third of Class B units of Vantiv Holding for Vantiv, Inc. Class A common stock in subsequent secondary offerings, as discussed in Note 1 - Basis of Presentation and Summary of Significant Accounting Policies. | ||||||||||||||||||||||||
• | 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, 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 in the increase of 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 a TRA obligation. | |||||||||||||||||||||||
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 discussed above. 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. As Advent and JPDN are considered related parties of the Company, the difference between the TRA payment amount and the liabilities settled was 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 its TRA. 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. | ||||||||||||||||||||||||
The Company will retain the benefit of the remaining 15% of the cash savings associated with the Fifth Third TRAs. As a result of the termination agreements with Advent and JPDN, the Company will retain 100% of the cash savings associated with their respective TRAs. | ||||||||||||||||||||||||
The following table reflects TRA activity and balances for the years ended December 31, 2013 and 2012 (in thousands): | ||||||||||||||||||||||||
IPO Transaction | 2012 Secondary Offerings | Balance as of December 31, 2012 | 2013 Secondary Offerings | TRA Settlements | Balance as of December 31, 2013 | |||||||||||||||||||
TRA with Fifth Third Bank | $ | 11,100 | $ | 154,000 | $ | 165,100 | $ | 329,400 | $ | — | $ | 494,500 | ||||||||||||
TRA with Advent | 183,800 | — | 183,800 | — | (183,800 | ) | — | |||||||||||||||||
TRA with all pre-IPO investors | 134,100 | — | 134,100 | — | (68,900 | ) | 65,200 | |||||||||||||||||
TRA with JPDN | 1,700 | — | 1,700 | — | (1,700 | ) | — | |||||||||||||||||
Total | $ | 330,700 | $ | 154,000 | $ | 484,700 | $ | 329,400 | $ | (254,400 | ) | $ | 559,700 | |||||||||||
As a result of the exchanges of units of Vantiv Holding and TRA settlements discussed above, the Company recorded a deferred tax asset of $373.5 million associated with the increase in tax basis. 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 was not required to make any payments under the TRAs during the year ended December 31, 2013. The first contractually obligated payment under the TRA obligations, approximately $8.6 million, was paid during January 2014. The payment is recorded as current portion of tax receivable agreement obligations to related parties on the accompanying consolidated statement of financial position. 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. |
DERIVATIVES_AND_HEDGING_ACTIVI
DERIVATIVES AND HEDGING ACTIVITIES | 12 Months Ended | |||||||||||
Dec. 31, 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 December 31, 2013, the Company’s derivative instruments consisted of interest rate swaps, which hedged the variable rate debt by converting floating-rate payments to fixed-rate payments. These swaps are designated as cash flow hedges for accounting purposes. | ||||||||||||
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 15 - 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 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 AOCI and will be reclassified into earnings in the same period during which the hedged transactions 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 these objectives, the Company uses interest rate swaps as part of its interest rate risk management strategy. As of December 31, 2013, the Company had 16 outstanding interest rate swaps with a combined notional balance of $1.4 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 5 of the 16 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 accompanying consolidated financial statements. The table below presents the fair value of the Company’s derivative financial instruments designated as cash flow hedges included within the accompanying consolidated statements of financial position (in thousands): | ||||||||||||
Consolidated Statement of | December 31, 2013 | December 31, 2012 | ||||||||||
Financial Position Location | ||||||||||||
Interest rate swaps | Other long-term assets | $ | 4,545 | $ | — | |||||||
Interest rate swaps | Other long-term liabilities | $ | 3,728 | $ | — | |||||||
Any ineffectiveness associated with such derivative instruments will be recorded immediately as interest expense in the accompanying consolidated statements of income. As of December 31, 2013, the Company estimates that $2.1 million will be reclassified from accumulated other comprehensive income as an increase to interest expense during the next 12 months. | ||||||||||||
During the year ended December 31, 2012, as a result of the refinancing of the Company’s debt during March 2012, the Company accelerated the reclassification of amounts in accumulated other comprehensive income (loss) to earnings as a result of the hedged forecasted transactions becoming probable of not occurring. The accelerated amounts were a loss of approximately $31.1 million, which was recorded as a component of non-operating expenses in the accompanying consolidated statement of income for the year ended December 31, 2012. | ||||||||||||
The table below presents the effect of the Company’s interest rate swaps on the accompanying consolidated statements of income for the years ended December 31, 2013, 2012 and 2011 (in thousands): | ||||||||||||
Year Ended | ||||||||||||
December 31, | ||||||||||||
2013 | 2012 | 2011 | ||||||||||
Derivatives in cash flow hedging relationships: | ||||||||||||
Amount of gain (loss) recognized in OCI (effective portion) (1) | $ | 244 | $ | (4,256 | ) | $ | (36,643 | ) | ||||
Amount of loss reclassified from accumulated OCI into earnings (effective portion) | (573 | ) | (2,600 | ) | (7,220 | ) | ||||||
Amount of loss recognized in earnings (2) | — | (31,079 | ) | (3,492 | ) | |||||||
-1 | "OCI" represents other comprehensive income. | |||||||||||
-2 | For the year ended December 31, 2012, amount represents loss due to missed forecasted transaction and is recorded as a component of non-operating expenses in the accompanying consolidated statement of income. For the year ended December 31, 2011, amount represents ineffectiveness and is recorded as a component of interest expense—net in the accompanying consolidated statement of income. | |||||||||||
Credit Risk Related Contingent Features | ||||||||||||
The Company has agreements with each of its derivative counterparties that contain a provision where if the Company defaults on any of its indebtedness, then the Company could also be declared in default on its derivative obligations. | ||||||||||||
As of December 31, 2013, the fair value of derivatives in a net liability position, which includes accrued interest but excludes any adjustment for nonperformance risk, related to these agreements was $2.2 million. As of December 31, 2013, the Company has not posted any collateral related to these agreements. If the Company had breached any of these provisions at December 31, 2013, it could have been required to settle its obligations under the agreements at their termination value of $2.2 million. |
CONTROLLING_AND_NONCONTROLLING
CONTROLLING AND NON-CONTROLLING INTERESTS IN VANTIV HOLDING | 12 Months Ended | |||||||||||
Dec. 31, 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, with respect to periods subsequent to the IPO, and held by Fifth Third and JPDN, with respect to periods prior to the IPO. In connection with the IPO, various recapitalization and reorganization transactions were executed, as discussed in Note 1 - Basis of Presentation and Summary of Significant Accounting Policies. Further, as discussed in Note 1 - Basis of Presentation and Summary of Significant Accounting Policies, the Exchange Agreement entered into prior to the IPO provides for a 1 to 1 ratio between the units of Vantiv Holding and the common stock of Vantiv, Inc. | ||||||||||||
As of December 31, 2013, Vantiv, Inc.’s interest in Vantiv Holding was 74.38%. Changes in units and related ownership interest in Vantiv Holding are summarized as follows: | ||||||||||||
Vantiv, Inc. | Fifth Third | JPDN | Total | |||||||||
As of December 31, 2011 | 50,930,455 | 48,933,182 | 136,363 | 100,000,000 | ||||||||
% of ownership | 50.93 | % | 48.93 | % | 0.14 | % | ||||||
Recapitalization transactions: | ||||||||||||
Incremental units as a result of split | 38,585,162 | 37,072,018 | 103,309 | 75,760,489 | ||||||||
JPDN exchange of units for Class A common stock | 239,672 | — | (239,672 | ) | — | |||||||
IPO transactions: | ||||||||||||
Issuance of Class A units of Vantiv Holding in connection with issuance of Class A common stock to public | 31,498,064 | (2,086,064 | ) | — | 29,412,000 | |||||||
Issuance of Class A units of Vantiv Holding in connection with issuance of Class A common stock under equity plan | 8,716,141 | — | — | 8,716,141 | ||||||||
Fifth Third exchange of Vantiv Holding units for shares of Class A common stock in connection with December 2012 secondary offering | 13,700,000 | (13,700,000 | ) | — | — | |||||||
Equity plan activity (a) | (1,425,814 | ) | — | — | (1,425,814 | ) | ||||||
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 repurchases | (20,903,669 | ) | — | — | (20,903,669 | ) | ||||||
Equity plan activity (a) | (977,640 | ) | — | — | (977,640 | ) | ||||||
As of December 31, 2013 | 141,758,681 | 48,822,826 | — | 190,581,507 | ||||||||
% of ownership | 74.38 | % | 25.62 | % | — | % | ||||||
(a) | Includes repurchase of Class A common stock to satisfy employee tax withholding obligations, forfeitures of restricted Class A common stock awards and the conversion of restricted stock units to Class A common stock. | |||||||||||
As a result of the changes in ownership interests in Vantiv Holding, an adjustment of $260.2 million has been recognized during the year ended December 31, 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 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): | ||||||||||||
Year Ended December, 31 | ||||||||||||
2013 | 2012 | 2011 | ||||||||||
Net income | $ | 208,140 | $ | 110,758 | $ | 84,810 | ||||||
Items not allocable to non-controlling interests: | ||||||||||||
Miscellaneous expenses (a) | — | — | 861 | |||||||||
Vantiv, Inc. income tax expense (b) | 58,520 | 21,274 | 13,310 | |||||||||
Vantiv Holding net income | 266,660 | 132,032 | 98,981 | |||||||||
Net income attributable to non-controlling interests (c) | $ | 74,568 | $ | 53,148 | $ | 48,570 | ||||||
(a) Represents miscellaneous expenses incurred by Vantiv, Inc., primarily consisting of losses associated with the put rights received in conjunction with the separation from Fifth Third in 2009. | ||||||||||||
(b) Represents income tax expense related to Vantiv, Inc. | ||||||||||||
(c) 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. | ||||||||||||
In connection with the separation from Fifth Third, Fifth Third received a warrant that allows for the purchase of up to 20.4 million Class C Non-Voting Units of Vantiv Holding. The warrant is exercisable, in whole or in part, and from time to time, but not during a restricted period. A restricted period means a period during which Vantiv Holding (or any successor thereto) is treated as a partnership for U.S. federal income tax purposes; provided that the restricted period shall terminate upon the earlier of (i) a change of control, and (ii) in the event Vantiv, Inc. is no longer a public company owning Vantiv Holding, both as defined in the warrant agreement. In addition, the warrant is exercisable if Fifth Third delivers an opinion of counsel to Vantiv Holding that concludes, based on any Treasury regulations or guidance then in effect, that the exercise of the warrant will not cause an immediate taxable event to the other members of Vantiv Holding. The warrant expires upon the earliest to occur of the 20th anniversary of the issue date or a change of control where the price paid per unit in such change of control minus the exercise price of the warrant in less than zero. Fifth Third is entitled to purchase the underlying Units of the warrant at a price of $15.98 per unit. The warrant was valued at approximately $65.4 million at June 30, 2009, the issuance date, using a Black-Scholes option valuation model using probability weighted scenarios, assuming expected terms of 10 to 20 years, expected volatilities of 37.5% to 44.4%, risk free rates of 4.03% to 4.33% and expected dividend rates of 0%. The expected volatilities were based on historical and implied volatilities of comparable companies assuming similar expected terms. The warrant is recorded as a component of the non-controlling interest on the accompanying statements of financial position as of December 31, 2013 and 2012. |
COMMITMENTS_CONTINGENCIES_AND_
COMMITMENTS, CONTINGENCIES AND GUARANTEES | 12 Months Ended | ||||
Dec. 31, 2013 | |||||
Commitments and Contingencies Disclosure [Abstract] | ' | ||||
COMMITMENTS, CONTINGENCIES AND GUARANTEES | ' | ||||
COMMITMENTS, CONTINGENCIES AND GUARANTEES | |||||
Leases | |||||
The Company leases office space under non-cancelable operating leases that expire between March 2014 and December 2045. Future minimum commitments under these leases are as follows (in thousands): | |||||
Year Ending December 31, | |||||
2014 | $ | 5,455 | |||
2015 | 3,601 | ||||
2016 | 2,356 | ||||
2017 | 1,695 | ||||
2018 | 1,337 | ||||
Thereafter | 9,404 | ||||
Total | $ | 23,848 | |||
Rent expense for the years ended December 31, 2013, 2012 and 2011 was approximately $7.0 million, $6.6 million and $9.8 million, respectively. Rent expense for 2011 primarily reflects the lease agreement between the Company and Fifth Third entered into on July 1, 2009. | |||||
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. |
EMPLOYEE_BENEFIT_PLANS
EMPLOYEE BENEFIT PLANS | 12 Months Ended |
Dec. 31, 2013 | |
Compensation and Retirement Disclosure [Abstract] | ' |
EMPLOYEE BENEFIT PLANS | ' |
EMPLOYEE BENEFIT PLANS | |
The Company offers a defined contribution savings plan to virtually all Company employees. The plan provides for elective, tax-deferred participant contributions and Company matching contributions. | |
Expenses associated with the defined contribution savings plan for the years ended December 31, 2013, 2012 and 2011 were $5.9 million, $4.5 million and $3.6 million, respectively. |
CAPITAL_STOCK
CAPITAL STOCK | 12 Months Ended | ||||||||||||||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||||||||||||||
Stockholders' Equity Note [Abstract] | ' | ||||||||||||||||||||||||||||
CAPITAL STOCK | ' | ||||||||||||||||||||||||||||
CAPITAL STOCK | |||||||||||||||||||||||||||||
Common Stock | |||||||||||||||||||||||||||||
Under the Company’s amended and restated certificate of incorporation, the Company is authorized to issue 890,000,000 shares of Class A common stock with a par value of $0.00001 per share and 100,000,000 shares of Class B common stock with no par value per share. The Class A and Class B common stock each provide holders with one vote on all matters submitted to a vote of stockholders; however, the holders of shares of Class B common stock shall be limited to voting power, including voting power associated with any Class A common stock held, of 18.5% at any time other than in connection with a stockholder vote with respect to a change of control. Also, holders of Class B common stock do not have any of the economic rights (including rights to dividends and distributions upon liquidation) provided to the holders of Class A common stock. The holders of Class B common stock hold one share of Class B common stock for each Vantiv Holding Class B unit they hold. The Class B units of Vantiv Holding may be exchanged for shares of Class A common stock on a one-for-one basis or, at the Company's option, for cash. Upon exchange of any Class B units of Vantiv Holding, an equal number of shares of Class B common stock automatically will be cancelled. The Class A common stock and Class B common stock vote together as a single class, except that the holders of Class B common stock are entitled to elect a number of the Company's directors equal to the percentage of the voting power of all of the outstanding common stock represented by the Class B common stock but not exceeding 18.5% of the board of directors. Fifth Third holds all of the issued and outstanding Class B common stock. | |||||||||||||||||||||||||||||
As discussed in Note 1 - Basis of Presentation and Summary of Significant Accounting Policies, on March 21, 2012, the Company completed the IPO of its Class A common stock. In the IPO, an aggregate of 33,823,800 shares of Class A common stock were issued and sold to the public (including 4,411,800 Class A shares representing an over-allotment option granted by the Company and the selling stockholders to the underwriters in the IPO) at a price per share of $17.00. In conjunction with the IPO, the Company also issued 86,005,200 shares of Class B common stock to Fifth Third. As of December 31, 2013, 141,758,681 shares of Class A common stock and 48,822,826 shares of Class B common stock were issued and outstanding. | |||||||||||||||||||||||||||||
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 are allowed from time to time in the open market, in privately negotiated transactions, or otherwise. The manner, timing, and amount of any purchases is determined by management based on an evaluation of market conditions, stock price, and other factors. As of December 31, 2013, approximately 3.5 million shares have been repurchased under this program for approximately $103 million. The repurchased shares were immediately retired. The Company may discontinue purchases at any time that management determines additional purchases are not warranted. | |||||||||||||||||||||||||||||
Preferred Stock | |||||||||||||||||||||||||||||
Under the Company’s amended and restated certificate of incorporation, the Company is authorized to issue 10,000,000 shares of preferred stock with a par value of $0.00001 per share. As of December 31, 2013, there was no preferred stock outstanding. | |||||||||||||||||||||||||||||
Dividend Restrictions | |||||||||||||||||||||||||||||
Vantiv, Inc. is a holding company that does not conduct any business operations of its own. As a result, Vantiv, Inc.'s ability to pay cash dividends on its common stock, if any, is dependent upon cash dividends and distributions and other transfers from Vantiv Holding, which are subject to certain Fifth Third consent rights in the Amended and Restated Vantiv Holding Limited Liability Company Agreement. The amounts available to Vantiv, Inc. to pay cash dividends are also subject to the covenants and restrictions in its subsidiaries' loan agreements. | |||||||||||||||||||||||||||||
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) | |||||||||||||||||||||||||||||
The activity of the components of accumulated other comprehensive income related to cash flow hedging activities was as follows for the years ended December 31, 2013, 2012 and 2011 (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 | |||||||||||||||||||||||
Year ended December 31, 2013 | |||||||||||||||||||||||||||||
Net change in fair value recorded in accumulated OCI | $ | — | $ | 244 | $ | 3 | $ | 247 | $ | (252 | ) | $ | (5 | ) | $ | (5 | ) | ||||||||||||
Net realized loss reclassified into earnings (a) | — | 573 | (157 | ) | 416 | (147 | ) | 269 | 269 | ||||||||||||||||||||
Net change | $ | — | $ | 817 | $ | (154 | ) | $ | 663 | $ | (399 | ) | $ | 264 | $ | 264 | |||||||||||||
Year ended December 31, 2012 | |||||||||||||||||||||||||||||
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 | $ | — | ||||||||||||
Year ended December 31, 2011 | |||||||||||||||||||||||||||||
Net change in fair value recorded in accumulated OCI | $ | — | $ | (36,643 | ) | $ | 6,842 | $ | (29,801 | ) | $ | 17,952 | $ | (11,849 | ) | $ | (11,849 | ) | |||||||||||
Net realized loss reclassified into earnings (a) | — | 7,219 | (1,347 | ) | 5,872 | (3,537 | ) | 2,335 | 2,335 | ||||||||||||||||||||
Net change | $ | — | $ | (29,424 | ) | $ | 5,495 | $ | (23,929 | ) | $ | 14,415 | $ | (9,514 | ) | $ | (9,514 | ) | |||||||||||
(a) The reclassification adjustment on cash flow hedge derivatives affected the following lines in the accompanying consolidated statements of income: | |||||||||||||||||||||||||||||
OCI Component | Affected line in the accompanying 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 year ended December 31, 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 year ended December 31, 2012, reflects net loss due to missed forecasted transaction and is recorded as a component of non-operating expenses. During the year ended December 31, 2011, reflects ineffectiveness and is recorded as a component of interest expense-net. |
SHAREBASED_COMPENSATION_PLANS
SHARE-BASED COMPENSATION PLANS | 12 Months Ended | |||||||||||||
Dec. 31, 2013 | ||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' | |||||||||||||
SHARE-BASED COMPENSATION PLANS | ' | |||||||||||||
SHARE-BASED COMPENSATION PLANS | ||||||||||||||
Prior to the IPO, certain employees and directors of Vantiv Holding participated in the Phantom Equity Plan. As discussed in Note 1 - Basis of Presentation and Summary of Significant Accounting Policies, in connection with the IPO, outstanding awards under the Phantom Equity Plan were converted into unrestricted and restricted Class A common stock, issued under the 2012 Equity Incentive Plan. | ||||||||||||||
Phantom Equity Plan | ||||||||||||||
Effective June 30, 2009, Vantiv Holding established the Phantom Equity Plan for certain employees and directors. The aggregate number of units that were available to be issued under the Phantom Equity Plan was limited to approximately 15.3 million. Awards under the Phantom Equity Plan vested upon either the occurrence of certain events ("Time Awards") or the achievement of specified performance goals ("Performance Awards"). Time Awards fully vested on the earliest of the fifth anniversary of the grant date, subject to the participant’s continued service through the end of the seventh anniversary of the grant date, or the date of the consummation of a change of control. The Performance Awards contained certain vesting conditions that were triggered upon the earlier of the consummation of a change of control or an IPO. Vantiv Holding had the choice to settle both Time Awards and Performance Awards in either cash or equity units, except in the event of an IPO, which required settlement in equity shares. | ||||||||||||||
ASC 718, Compensation-Stock Compensation, requires compensation expense for the grant-date fair value of share-based payments to be recognized over the requisite service period. Further, the fair value of liability awards is required to be remeasured at the reporting date, with changes in fair value recognized as compensation expense over the requisite service period. Based on the vesting criteria and continued service requirements, compensation expense related to Time Awards was recognized on a straight-line basis over seven years. | ||||||||||||||
The table below presents the number and weighted-average grant-date fair value of non-vested Time Awards at the beginning and end of the year, as well as those granted, vested and forfeited during the year ended December 31, 2011. | ||||||||||||||
Year Ended | ||||||||||||||
31-Dec-11 | ||||||||||||||
Number | Fair Value | |||||||||||||
Non-vested, beginning of period | 7,669,121 | $ | 3.74 | |||||||||||
Granted | 1,156,479 | 3.68 | ||||||||||||
Vested | — | — | ||||||||||||
Forfeited | (94,324 | ) | 3.74 | |||||||||||
Non-vested, end of period | 8,731,276 | $ | 3.97 | |||||||||||
The value of the Time Awards granted during the year ended December 31, 2011 was estimated using the Black-Scholes option pricing model, which incorporated the weighted-average assumptions below: | ||||||||||||||
2011 | ||||||||||||||
Expected option life at grant (in years) | 7 | |||||||||||||
Expected volatility | 35.00% | |||||||||||||
Expected dividend yield | —% | |||||||||||||
Risk-free interest rate | 2.60% | |||||||||||||
The expected option life represented the requisite service period associated with Time Awards. Due to the lack of Company-specific historical data, the expected volatility was based on the average historical and implied volatility of the Company's peer group. The expected dividend yield reflected the assumption that dividends would not be paid by the Company to holders of Time Awards. The risk-free interest rate was based on the U.S. Treasury strip rate in effect at the time of grant or remeasurement. | ||||||||||||||
The value of Performance Awards outstanding at December 31, 2011 was approximately $17.1 million. However, no compensation expense attributable to Performance Awards was recognized during the year ended December 31, 2011 as the achievement of related performance conditions was not deemed probable. | ||||||||||||||
During 2012, prior to the IPO there were no new grants or vestings under the Phantom Equity Plan. Activity under the Phantom Equity Plan during 2012 prior to the IPO consisted only of forfeitures of 92,274 awards. There were no exercisable Time Awards or Performance Awards outstanding at December 31, 2011. | ||||||||||||||
2012 Equity Incentive Plan | ||||||||||||||
The 2012 Equity Incentive Plan was adopted by the Company’s board of directors in March 2012. The 2012 Equity Incentive Plan provides for grants of stock options, stock appreciation rights, 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 Incentive Plan is 35.5 million shares. | ||||||||||||||
In connection with the IPO, vested Time Awards originally issued under the Phantom Equity Plan were converted into Class A common stock based on a formula as defined in the Phantom Equity Plan. Unvested Time Awards and Performance Awards were converted into restricted Class A common stock, which was issued under the 2012 Equity Incentive Plan. | ||||||||||||||
In connection with the IPO and conversion of phantom units, the Company issued 1,381,135 shares of unrestricted Class A common stock related to vested Time Awards and 3,073,118 shares of restricted Class A common stock related to unvested Time Awards. As the shares of restricted Class A common stock were issued in connection with the conversion of the Time Awards under the Phantom Equity Plan, compensation expense to be recognized associated with the shares of restricted Class A common stock is equal to the remaining compensation expense previously associated with the Time Awards. This compensation expense will be recognized prospectively, beginning on the date of the IPO and continuing over the remaining vesting period determined in accordance with the original Phantom Equity Plan award agreements. | ||||||||||||||
Upon the Company's IPO, 3,560,223 shares of restricted Class A common stock were issued in connection with the conversion of Performance Awards under the Phantom Equity Plan. The fair value of restricted Class A common stock was based on the IPO price of $17.00 per share. Prior to the IPO, the occurrence of a qualifying event underlying the Performance Awards had not been considered probable, thus, no compensation expense related to the Performance Awards had been recognized. The conversion of Performance Awards into restricted Class A common stock was accounted for in accordance with ASC 718, Compensation — Stock Compensation, as an "improbable-to-probable" modification. As such, the Company began recognizing compensation expense associated with the converted Performance Awards on a straight-line basis over the three-year vesting period of the underlying restricted Class A common stock based on the fair value of restricted Class A common stock on the date the awards were granted. | ||||||||||||||
The following table presents the number and weighted-average grant date fair value of the restricted stock awards at December 31, 2013: | ||||||||||||||
Time Awards Converted to Restricted Class A Common Stock | Weighted Average Grant Date Fair Value | Performance Awards Converted to Restricted Class A Common Stock | Weighted Average Grant Date Fair Value | |||||||||||
Non-vested at December 31, 2012 | 1,994,949 | $ | 4.04 | 3,342,811 | $ | 17 | ||||||||
Conversion of Restricted Class A common stock to Class A common stock upon vesting | (868,841 | ) | 4.04 | (1,110,395 | ) | 17 | ||||||||
Forfeitures | (176,019 | ) | 3.99 | (176,602 | ) | 17 | ||||||||
Non-vested at December 31, 2013 | 950,089 | $ | 4.02 | 2,055,814 | $ | 17 | ||||||||
Restricted Stock Units | ||||||||||||||
Also in connection with the IPO, the Company issued 74,110 restricted stock units to members of the Company’s board of directors, which vest on the earlier of one year from the date of the grant or the next annual stockholder meeting and will be settled in shares of Class A common stock following the termination of the director’s service. Additionally, upon the IPO, the Company issued a total of 231,100 restricted stock units to 2,311 active employees of the Company, with each employee receiving 100 restricted stock units. Subject to recipients’ continued service, these units will cliff vest on the fourth anniversary of the IPO. Subsequent to the IPO, the Company has continued to issue restricted stock units to directors and certain employees, which typically vest on the first anniversary of the grant date (for directors) and in equal annual increments over three to four years beginning on the first anniversary of the date of grant (for employees). 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 presents the number and weighted-average grant date fair value of the restricted stock units at December 31, 2013: | ||||||||||||||
Restricted Stock Units | Weighted Average Grant Date Fair Value | |||||||||||||
Non-vested at December 31, 2012 | 299,826 | $ | 17.87 | |||||||||||
Granted | 556,321 | 24.83 | ||||||||||||
Vested | (3,419 | ) | 20.51 | |||||||||||
Forfeited | (50,584 | ) | 18.73 | |||||||||||
Non-vested at December 31, 2013 | 802,144 | $ | 22.63 | |||||||||||
Stock Options | ||||||||||||||
During the year ended December 31, 2013, the Company granted 659,938 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. | ||||||||||||||
The following table summarizes stock option activity for the year ended December 31, 2013: | ||||||||||||||
Stock Options | Weighted Average Grant Date Fair Value | Weighted Average Remaining Contractual Term (Years) | Aggregate Intrinsic Value (in thousands) | |||||||||||
Outstanding options at December 31, 2012 | — | $ | — | |||||||||||
Granted | 659,938 | 7.1 | ||||||||||||
Exercised | — | — | ||||||||||||
Expired | — | — | ||||||||||||
Forfeited | (10,325 | ) | 7.1 | |||||||||||
Outstanding options at December 31, 2013 | 649,613 | $ | 7.1 | 9.16 | $ | 6,925 | ||||||||
There were no stock options exercisable at December 31, 2013. | ||||||||||||||
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 was based on the U.S. Treasury yield curve in effect at the time of the grant. | ||||||||||||||
Performance Share Units | ||||||||||||||
During the first quarter of 2013, the Company issued to certain employees 213,449 performance share units. Subject to the achievement of certain financial performance measures, these performance share units vest on the third anniversary of the grant date. Participants have the right to earn 0% to 200% of the target number of shares of the Company’s Class A common stock, determined by the level of achievement of financial performance measures during the performance period, which began on January 1, 2013 and extends through December 31, 2015. | ||||||||||||||
During the fourth quarter of 2013, the Company issued 62,962 performance share units to certain employees which will vest 50% in 2015 and 50% in 2016, subject to the achievement of financial performance goals. | ||||||||||||||
Also during the fourth quarter of 2013, the Company issued 157,419 performance share units that vest in 2014, subject to certain non-financial performance goals. | ||||||||||||||
The weighted-average grant date fair value of the performance share units is 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. | ||||||||||||||
The following table presents the number and weighted-average grant date fair value of the performance share units at December 31, 2013: | ||||||||||||||
Performance Share Units | Weighted Average Grant Date Fair Value | |||||||||||||
Non-vested at December 31, 2012 | — | $ | — | |||||||||||
Granted | 433,830 | 26.93 | ||||||||||||
Vested | — | — | ||||||||||||
Forfeited | (3,340 | ) | 21.95 | |||||||||||
Non-vested at December 31, 2013 | 430,490 | $ | 26.97 | |||||||||||
For the years ended December 31, 2013, 2012 and 2011, total share-based compensation expense was $29.7 million, $33.4 million and $3.0 million, respectively. Related tax benefits totaled $8.5 million in 2013, $9.9 million in 2012 and $0.8 million in 2011. At December 31, 2013, there was approximately $53.9 million of share-based compensation expense not yet recognized. This expense is expected to be recognized over a remaining weighted-average period of approximately 1.9 years. |
INCOME_TAXES
INCOME TAXES | 12 Months Ended | ||||||||||||
Dec. 31, 2013 | |||||||||||||
Income Tax Disclosure [Abstract] | ' | ||||||||||||
INCOME TAXES | ' | ||||||||||||
INCOME TAXES | |||||||||||||
In accordance with ASC Topic 740, Income Taxes, income taxes are recognized for the amount of taxes payable for the current year and for the impact of deferred tax liabilities and assets, which represent future tax consequences of events that have been recognized differently in the financial statements than for tax purposes. Deferred tax assets and liabilities are established using the enacted statutory tax rates and are adjusted for any changes in such rates in the period of change. Vantiv, Inc. is taxed as a C Corporation, which is subject to both federal and state taxation at a corporate level. Therefore, tax expense and deferred tax assets and liabilities reflect such status. | |||||||||||||
The following is a summary of applicable income taxes (in thousands): | |||||||||||||
Year Ended December 31, | |||||||||||||
2013 | 2012 | 2011 | |||||||||||
Current income tax expense: | |||||||||||||
U.S. income taxes | $ | 48,494 | $ | 40,747 | $ | (1,462 | ) | ||||||
State and local income taxes | 3,926 | 5,754 | 2,638 | ||||||||||
Total current tax expense | 52,420 | 46,501 | 1,176 | ||||||||||
Deferred income tax expense: | |||||||||||||
U.S. income taxes | 30,264 | 366 | 30,997 | ||||||||||
State and local income taxes | 1,076 | (14 | ) | 136 | |||||||||
Total deferred tax expense | 31,340 | 352 | 31,133 | ||||||||||
Applicable income tax expense | $ | 83,760 | $ | 46,853 | $ | 32,309 | |||||||
A reconciliation of the U.S. income tax rate and the Company's effective tax rate for all periods is provided below: | |||||||||||||
Year Ended December 31, | |||||||||||||
2013 | 2012 | 2011 | |||||||||||
Federal statutory tax rate | 35 | % | 35 | % | 35 | % | |||||||
State taxes-net of federal benefit | 2.7 | 3.1 | 4.1 | ||||||||||
Change in state and local tax law | — | (0.2 | ) | (1.3 | ) | ||||||||
Non-controlling interest | (8.5 | ) | (8.4 | ) | (11.0 | ) | |||||||
Other-net | (0.5 | ) | 0.2 | 0.3 | |||||||||
Effective tax rate | 28.7 | % | 29.7 | % | 27.1 | % | |||||||
Deferred income tax assets and liabilities are comprised of the following as of December 31 (in thousands): | |||||||||||||
2013 | 2012 | ||||||||||||
Deferred tax assets | |||||||||||||
Net operating losses | $ | 24,001 | $ | 30,764 | |||||||||
Employee benefits | 126 | 40 | |||||||||||
Other assets | 760 | 217 | |||||||||||
Other accruals and reserves | 2,922 | 748 | |||||||||||
Partnership basis | 363,514 | 141,892 | |||||||||||
Deferred tax assets | 391,323 | 173,661 | |||||||||||
Deferred tax liabilities | |||||||||||||
Property and equipment | (5,925 | ) | (1,723 | ) | |||||||||
Goodwill and intangible assets | (52,606 | ) | (32,278 | ) | |||||||||
Deferred tax liability | (58,531 | ) | (34,001 | ) | |||||||||
Deferred tax asset-net | $ | 332,792 | $ | 139,660 | |||||||||
As part of the acquisition of NPC, the Company acquired federal and state tax loss carryforwards. As of December 31, 2013, the cumulative federal and state tax loss carryforwards were approximately $66.7 million and $5.4 million, respectively. Federal tax loss carryforwards will expire between 2027 and 2030, and state tax loss carryforwards will expire between 2015 and 2030. | |||||||||||||
The partnership basis included in the above table is the result of a difference between the tax basis and book basis of Vantiv, Inc.'s investment in Vantiv Holding. Vantiv Holding, a pass through entity for tax purposes, has an Internal Revenue Code election in place to adjust the tax basis of partnership property to fair market value related to the portion of the partnership interest transferred, including exchanges of units of Vantiv Holding by its members. Included in partnership basis in the table above are deferred tax assets resulting from the increase in tax basis generated by the exchange of units of Vantiv Holding by Fifth Third and JPDN in connection with the IPO and subsequent secondary offerings. During the year ended December 31, 2012, in connection with these exchanges, the Company recorded liabilities under the TRAs of $166.8 million and deferred tax assets of $138.0 million, with a corresponding reduction to paid in capital for the difference. During the year ended December 31, 2013, in connection with the secondary offerings and related exchanges which took place in May and August 2013, the Company recorded liabilities under the TRAs of $329.4 million and deferred tax assets of $235.9 million, with a corresponding reduction to paid in capital for the difference. See Note 7 - Tax Receivable Agreements for further discussion of TRAs. | |||||||||||||
Deferred tax assets are reviewed to determine whether the available evidence allows the Company to recognize the tax benefits. To the extent that a tax asset would be not be recognized, the Company records a valuation allowance against the deferred tax assets. The Company has recorded no valuation allowance during the years ended December 31, 2013 or 2012. | |||||||||||||
A provision for state and local income taxes has been recorded on the statements of income for the amounts of such taxes the Company is obligated to pay or amounts refundable to the Company. At December 31, 2013 and 2012, the Company recorded an income tax receivable of approximately $4.5 million and $4.2 million, respectively. | |||||||||||||
The Company accounts for uncertainty in income taxes under ASC 740, Income Taxes. As of December 31, 2013 and 2012, the Company had no material uncertain tax positions. If a future liability does arise related to uncertainty in income taxes, the Company has elected an accounting policy to classify interest and penalties, if any, as income tax expense. Accordingly, a loss contingency is recognized when it is probably that a liability has been incurred as of the date of the financial statements and the amount of the loss can be reasonably estimated. Any amount recognized would be subject to estimate and management judgment with respect to the likely outcome of each uncertain tax position. The amount that is ultimately sustained for an individual uncertain tax position or for all uncertain tax positions in the aggregate could differ from the amount recognized. |
FAIR_VALUE_MEASUREMENTS
FAIR VALUE MEASUREMENTS | 12 Months Ended | |||||||||||||||||||||||
Dec. 31, 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 measured at fair value on a recurring basis as of December 31, 2013 and 2012 (in thousands): | ||||||||||||||||||||||||
2013 | 2012 | |||||||||||||||||||||||
Fair Value Measurements Using | ||||||||||||||||||||||||
Level 1 | Level 2 | Level 3 | Level 1 | Level 2 | Level 3 | |||||||||||||||||||
Assets: | ||||||||||||||||||||||||
Interest rate swaps | $ | — | $ | 4,545 | $ | — | $ | — | $ | — | $ | — | ||||||||||||
Liabilities: | ||||||||||||||||||||||||
Interest rate swaps | $ | — | $ | 3,728 | $ | — | $ | — | $ | — | $ | — | ||||||||||||
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 December 31, 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 8 - 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 December 31, 2013 and 2012 (in thousands): | ||||||||||||||||||||||||
2013 | 2012 | |||||||||||||||||||||||
Carrying | Fair Value | Carrying | Fair Value | |||||||||||||||||||||
Amount | Amount | |||||||||||||||||||||||
Assets: | ||||||||||||||||||||||||
Cash and cash equivalents | $ | 171,427 | $ | 171,427 | $ | 67,058 | $ | 67,058 | ||||||||||||||||
Liabilities: | ||||||||||||||||||||||||
Note payable | 1,811,250 | 1,815,459 | 1,256,105 | 1,262,945 | ||||||||||||||||||||
Due to the short-term nature of cash and cash equivalents, the carrying value approximates 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 | 12 Months Ended | |||||||||||
Dec. 31, 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. Pursuant to the Exchange Agreement, the Class B units of Vantiv Holding ("Class B units"), which are held by Fifth Third and represent the non-controlling interest in Vantiv Holding, are convertible into shares of Class A common stock on a one-for-one basis. Based on this conversion feature, diluted net income per share is calculated assuming the conversion of the Class B units on an "if-converted" basis. 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 accordingly to reflect the Company's income tax expense assuming the conversion of the non-controlling interest into Class A common stock. As of December 31, 2013 and 2012, there were approximately 48.8 million and 70.2 million Class B units outstanding, respectively. During the year ended December 31, 2012, these Class B units were excluded in computing diluted net income per share because including them on an "if-converted" basis would have had an anti-dilutive effect. | ||||||||||||
In addition to the Class B units discussed above, potentially dilutive securities during the year ended December 31, 2013 included restricted stock awards, the warrant held by Fifth Third which allows for the purchase of Class C units of Vantiv Holding, stock options and performance share units. Approximately 430,490 performance share units have been excluded as the applicable performance metrics had not been met as of the reporting date. | ||||||||||||
During the year ended December 31, 2012, potentially dilutive securities included restricted stock awards and the warrant held by Fifth Third which allows for the purchase of Class C units of Vantiv Holding, in addition to the Class B units discussed above. | ||||||||||||
During the year ended December 31, 2011, potentially dilutive securities consisted of phantom equity awards issued under the Phantom Equity Plan and the warrant held by Fifth Third. Phantom equity awards issued by and settled in units of Vantiv Holding had an anti-dilutive effect on the Company’s net income per share and were therefore excluded from the calculation of diluted net income per share. The warrant held by Fifth Third was out of the money and was therefore also excluded from the calculation of diluted net income per share. Class B units of Vantiv Holding were not considered in the calculation of diluted net income per share during the year ended December 31, 2011 as the Exchange Agreement permitting the conversion of Class B units of Vantiv Holding to Class A common stock of the Company was not in place. | ||||||||||||
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 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 share data): | ||||||||||||
Year Ended | ||||||||||||
December 31, | ||||||||||||
2013 | 2012 | 2011 | ||||||||||
Basic: | ||||||||||||
Net income attributable to Vantiv, Inc. | $ | 133,572 | $ | 57,610 | $ | 36,240 | ||||||
Shares used in computing basic net income per share: | ||||||||||||
Weighted-average Class A common shares | 138,836,314 | 116,258,204 | 89,515,617 | |||||||||
Basic net income per share | $ | 0.96 | $ | 0.5 | $ | 0.4 | ||||||
Diluted: | ||||||||||||
Consolidated income before applicable income taxes | $ | 291,900 | $ | — | $ | — | ||||||
Income tax expense excluding impact of non-controlling interest | 112,382 | — | — | |||||||||
Net income attributable to Vantiv, Inc. | 179,518 | 57,610 | 36,240 | |||||||||
Shares used in computing diluted net income per share: | ||||||||||||
Weighted-average Class A common shares | 138,836,314 | 116,258,204 | 89,515,617 | |||||||||
Weighted-average Class B units of Vantiv Holding | 57,906,592 | — | — | |||||||||
Restricted stock awards | 1,751,816 | 1,553,857 | — | |||||||||
Warrant | 7,522,801 | 4,935,301 | — | |||||||||
Stock options | 10,034 | — | — | |||||||||
Diluted weighted-average shares outstanding | 206,027,557 | 122,747,362 | 89,515,617 | |||||||||
Diluted net income per share | $ | 0.87 | $ | 0.47 | $ | 0.4 | ||||||
ACCUMULATED_OTHER_COMPREHENSIV
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) | 12 Months Ended | ||||||||||||||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract] | ' | ||||||||||||||||||||||||||||
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) | ' | ||||||||||||||||||||||||||||
CAPITAL STOCK | |||||||||||||||||||||||||||||
Common Stock | |||||||||||||||||||||||||||||
Under the Company’s amended and restated certificate of incorporation, the Company is authorized to issue 890,000,000 shares of Class A common stock with a par value of $0.00001 per share and 100,000,000 shares of Class B common stock with no par value per share. The Class A and Class B common stock each provide holders with one vote on all matters submitted to a vote of stockholders; however, the holders of shares of Class B common stock shall be limited to voting power, including voting power associated with any Class A common stock held, of 18.5% at any time other than in connection with a stockholder vote with respect to a change of control. Also, holders of Class B common stock do not have any of the economic rights (including rights to dividends and distributions upon liquidation) provided to the holders of Class A common stock. The holders of Class B common stock hold one share of Class B common stock for each Vantiv Holding Class B unit they hold. The Class B units of Vantiv Holding may be exchanged for shares of Class A common stock on a one-for-one basis or, at the Company's option, for cash. Upon exchange of any Class B units of Vantiv Holding, an equal number of shares of Class B common stock automatically will be cancelled. The Class A common stock and Class B common stock vote together as a single class, except that the holders of Class B common stock are entitled to elect a number of the Company's directors equal to the percentage of the voting power of all of the outstanding common stock represented by the Class B common stock but not exceeding 18.5% of the board of directors. Fifth Third holds all of the issued and outstanding Class B common stock. | |||||||||||||||||||||||||||||
As discussed in Note 1 - Basis of Presentation and Summary of Significant Accounting Policies, on March 21, 2012, the Company completed the IPO of its Class A common stock. In the IPO, an aggregate of 33,823,800 shares of Class A common stock were issued and sold to the public (including 4,411,800 Class A shares representing an over-allotment option granted by the Company and the selling stockholders to the underwriters in the IPO) at a price per share of $17.00. In conjunction with the IPO, the Company also issued 86,005,200 shares of Class B common stock to Fifth Third. As of December 31, 2013, 141,758,681 shares of Class A common stock and 48,822,826 shares of Class B common stock were issued and outstanding. | |||||||||||||||||||||||||||||
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 are allowed from time to time in the open market, in privately negotiated transactions, or otherwise. The manner, timing, and amount of any purchases is determined by management based on an evaluation of market conditions, stock price, and other factors. As of December 31, 2013, approximately 3.5 million shares have been repurchased under this program for approximately $103 million. The repurchased shares were immediately retired. The Company may discontinue purchases at any time that management determines additional purchases are not warranted. | |||||||||||||||||||||||||||||
Preferred Stock | |||||||||||||||||||||||||||||
Under the Company’s amended and restated certificate of incorporation, the Company is authorized to issue 10,000,000 shares of preferred stock with a par value of $0.00001 per share. As of December 31, 2013, there was no preferred stock outstanding. | |||||||||||||||||||||||||||||
Dividend Restrictions | |||||||||||||||||||||||||||||
Vantiv, Inc. is a holding company that does not conduct any business operations of its own. As a result, Vantiv, Inc.'s ability to pay cash dividends on its common stock, if any, is dependent upon cash dividends and distributions and other transfers from Vantiv Holding, which are subject to certain Fifth Third consent rights in the Amended and Restated Vantiv Holding Limited Liability Company Agreement. The amounts available to Vantiv, Inc. to pay cash dividends are also subject to the covenants and restrictions in its subsidiaries' loan agreements. | |||||||||||||||||||||||||||||
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) | |||||||||||||||||||||||||||||
The activity of the components of accumulated other comprehensive income related to cash flow hedging activities was as follows for the years ended December 31, 2013, 2012 and 2011 (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 | |||||||||||||||||||||||
Year ended December 31, 2013 | |||||||||||||||||||||||||||||
Net change in fair value recorded in accumulated OCI | $ | — | $ | 244 | $ | 3 | $ | 247 | $ | (252 | ) | $ | (5 | ) | $ | (5 | ) | ||||||||||||
Net realized loss reclassified into earnings (a) | — | 573 | (157 | ) | 416 | (147 | ) | 269 | 269 | ||||||||||||||||||||
Net change | $ | — | $ | 817 | $ | (154 | ) | $ | 663 | $ | (399 | ) | $ | 264 | $ | 264 | |||||||||||||
Year ended December 31, 2012 | |||||||||||||||||||||||||||||
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 | $ | — | ||||||||||||
Year ended December 31, 2011 | |||||||||||||||||||||||||||||
Net change in fair value recorded in accumulated OCI | $ | — | $ | (36,643 | ) | $ | 6,842 | $ | (29,801 | ) | $ | 17,952 | $ | (11,849 | ) | $ | (11,849 | ) | |||||||||||
Net realized loss reclassified into earnings (a) | — | 7,219 | (1,347 | ) | 5,872 | (3,537 | ) | 2,335 | 2,335 | ||||||||||||||||||||
Net change | $ | — | $ | (29,424 | ) | $ | 5,495 | $ | (23,929 | ) | $ | 14,415 | $ | (9,514 | ) | $ | (9,514 | ) | |||||||||||
(a) The reclassification adjustment on cash flow hedge derivatives affected the following lines in the accompanying consolidated statements of income: | |||||||||||||||||||||||||||||
OCI Component | Affected line in the accompanying 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 year ended December 31, 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 year ended December 31, 2012, reflects net loss due to missed forecasted transaction and is recorded as a component of non-operating expenses. During the year ended December 31, 2011, reflects ineffectiveness and is recorded as a component of interest expense-net. |
RELATED_PARTY_TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2013 | |
Related Party Transactions [Abstract] | ' |
RELATED PARTY TRANSACTIONS | ' |
RELATED PARTY TRANSACTIONS | |
In connection with the Company's separation from Fifth Third on June 30, 2009, the Company entered into various agreements which provide for services provided to or received from Fifth Third. Subsequent to the separation from Fifth Third, the Company continues to enter into various business agreements with Fifth Third. Transactions under these agreements are discussed below and throughout these notes to the accompanying consolidated financial statements. As discussed in Note 1 - Basis of Presentation and Summary of Significant Accounting Policies, Fifth Third currently holds 48,822,826 shares of Class B common stock representing 18.5% of the voting interests in Vantiv, Inc. and 48,822,826 Class B units of Vantiv Holding representing a 25.62% ownership interest in Vantiv Holding. | |
Debt Agreements | |
As discussed in Note 6 - Long-Term Debt, the Company had certain debt arrangements outstanding and available from Fifth Third. For the years ended December 31, 2013, 2012 and 2011, interest expense associated with these arrangements was $7.3 million, $10.2 million, and $18.4 million, respectively, and commitment fees were $0.3 million, $0.4 million, and $0.3 million, respectively. | |
Master Lease Agreement/Master Sublease Agreement | |
On July 1, 2009, the Company entered into a five-year Master Lease Agreement and a five-year Master Sublease Agreement with Fifth Third and certain of its affiliates for the lease or sublease of a number of office and/or data center locations. Related party rent expense was approximately $3.6 million, $3.7 million and $6.8 million, respectively, for the years ended December 31, 2013, 2012 and 2011. Beginning in February of 2012, this amount was substantially reduced as a result of our exercise of termination rights and the purchase and relocation to our new corporate headquarters. | |
Referral Agreement | |
On June 30, 2009, the Company entered into an exclusive referral arrangement with Fifth Third. Commercial and retail merchant clients of Fifth Third and its subsidiary depository institutions that request merchant (credit or debit card) acceptance services are referred exclusively to us. In return for these referrals and the resulting merchant relationships, we make ongoing incentive payments to Fifth Third. The agreement also provides for our referral of prospective banking clients to Fifth Third, in return for certain incentive payments. This agreement terminates in June 2019. Costs associated with this agreement totaled $0.4 million, $0.5 million and $0.2 million for the years ended December 31, 2013, 2012 and 2011, respectively. | |
Clearing, Settlement and Sponsorship Agreement and Treasury Management Agreement | |
As discussed in Note 1 - Basis of Presentation and Summary of Significant Accounting Policies, Fifth Third is a member of the Visa, MasterCard and other payment network associations. Fifth Third is the Company's primary sponsor into the respective card associations. Fifth Third also provides access to certain cash and treasury management services to the Company. For the years ended December 31, 2013, 2012 and 2011, the Company paid Fifth Third approximately $2.2 million, $1.4 million and $1.2 million, respectively, for these services. As discussed in Note 1 - Basis of Presentation and Summary of Significant Accounting Policies, the Company holds certain cash and cash equivalents on deposit at Fifth Third. At December 31, 2013 and 2012, approximately $146.3 million and $21.3 million, respectively, was held on deposit at Fifth Third. Interest income on such amounts during years ended December 31, 2013, 2012 and 2011 was approximately $1.4 million, $0.9 million, and $0.7 million, respectively. | |
Transition Services Agreement | |
In conjunction with the Company's separation from Fifth Third, the Company entered into a transition services agreement ("TSA") with Fifth Third. Under the TSA, Fifth Third provided services that were required to support the Company as a stand-alone entity during the period following the separation from Fifth Third. These services involved IT services, back-office support, employee related services, product development, risk management, legal, accounting and general business resources. The TSA terminated on October 31, 2011. Subsequent to such date, the Company continues to receive certain non-material services from Fifth Third. The total for services provided by Fifth Third for the years ended December 31, 2013, 2012 and 2011 were $0.5 million, $1.1 million and $23.2 million, respectively. | |
Management Agreement | |
In connection with the Company's separation from Fifth Third, the Company entered into a management agreement with Advent for management services including consulting and business development services related to sales and marketing activities, acquisition strategies, financial and treasury requirements and strategic planning. The Company was required to pay Advent $0.5 million the first year and $1.0 million annually thereafter. The fee is payable in full the beginning of each year and is not subject to proration if the contract is terminated prior to years end. The Company paid Advent $1.0 million during the years ended December 31, 2012 and 2011. Pursuant to its terms, the agreement was terminated in connection with the IPO. |
SEGMENT_INFORMATION
SEGMENT INFORMATION | 12 Months Ended | |||||||||||||||
Dec. 31, 2013 | ||||||||||||||||
Segment Reporting [Abstract] | ' | |||||||||||||||
SEGMENT INFORMATION | ' | |||||||||||||||
SEGMENT INFORMATION | ||||||||||||||||
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. | ||||||||||||||||
Year Ended December 31, 2013 | ||||||||||||||||
Merchant | Financial | General | Total | |||||||||||||
Services | Institution | Corporate/Other | ||||||||||||||
Services | ||||||||||||||||
Total revenue | $ | 1,639,157 | $ | 468,920 | $ | — | $ | 2,108,077 | ||||||||
Network fees and other costs | 801,463 | 133,978 | — | 935,441 | ||||||||||||
Sales and marketing | 286,200 | 25,844 | — | 312,044 | ||||||||||||
Segment profit | $ | 551,494 | $ | 309,098 | $ | — | $ | 860,592 | ||||||||
Year Ended December 31, 2012 | ||||||||||||||||
Merchant | Financial | General | Total | |||||||||||||
Services | Institution | Corporate/Other | ||||||||||||||
Services | ||||||||||||||||
Total revenue | $ | 1,409,158 | $ | 454,081 | $ | — | $ | 1,863,239 | ||||||||
Network fees and other costs | 709,341 | 131,256 | — | 840,597 | ||||||||||||
Sales and marketing | 255,887 | 24,757 | — | 280,644 | ||||||||||||
Segment profit | $ | 443,930 | $ | 298,068 | $ | — | $ | 741,998 | ||||||||
Year Ended December 31, 2011 | ||||||||||||||||
Merchant | Financial | General | Total | |||||||||||||
Services | Institution | Corporate/Other | ||||||||||||||
Services | ||||||||||||||||
Total revenue | $ | 1,185,253 | $ | 437,168 | $ | — | $ | 1,622,421 | ||||||||
Network fees and other costs | 620,852 | 135,883 | — | 756,735 | ||||||||||||
Sales and marketing | 211,062 | 24,046 | 1,809 | 236,917 | ||||||||||||
Segment profit | $ | 353,339 | $ | 277,239 | $ | (1,809 | ) | $ | 628,769 | |||||||
A reconciliation of total segment profit to the Company’s income before applicable income taxes is as follows (in thousands): | ||||||||||||||||
Year Ended December 31, | ||||||||||||||||
2013 | 2012 | 2011 | ||||||||||||||
Total segment profit | $ | 860,592 | $ | 741,998 | $ | 628,769 | ||||||||||
Less: Other operating costs | (200,630 | ) | (158,374 | ) | (143,420 | ) | ||||||||||
Less: General and administrative | (121,707 | ) | (118,231 | ) | (86,870 | ) | ||||||||||
Less: Depreciation and amortization | (185,453 | ) | (160,538 | ) | (155,326 | ) | ||||||||||
Less: Interest expense—net | (40,902 | ) | (54,572 | ) | (111,535 | ) | ||||||||||
Less: Non-operating expenses | (20,000 | ) | (92,672 | ) | (14,499 | ) | ||||||||||
Income before applicable income taxes | $ | 291,900 | $ | 157,611 | $ | 117,119 | ||||||||||
QUARTERLY_CONSOLIDATED_RESULTS
QUARTERLY CONSOLIDATED RESULTS OF OPERATIONS (UNAUDITED) | 12 Months Ended | |||||||||||||||||||||||||||||||
Dec. 31, 2013 | ||||||||||||||||||||||||||||||||
Quarterly Financial Information Disclosure [Abstract] | ' | |||||||||||||||||||||||||||||||
QUARTERLY CONSOLIDATED RESULTS OF OPERATIONS (UNAUDITED) | ' | |||||||||||||||||||||||||||||||
QUARTERLY CONSOLIDATED RESULTS OF OPERATIONS (UNAUDITED) | ||||||||||||||||||||||||||||||||
The following table sets forth our unaudited results of operations on a quarterly basis for the years ended December 31, 2013 and 2012. | ||||||||||||||||||||||||||||||||
Three Months Ended | ||||||||||||||||||||||||||||||||
Dec 31, | Sep 30, | Jun 30, | Mar 31, | Dec 31, | Sep 30, | Jun 30, | Mar 31, | |||||||||||||||||||||||||
2013 | 2013 | 2013 | 2013 | 2012 | 2012 | 2012 | 2012 | |||||||||||||||||||||||||
(dollars in thousands) | ||||||||||||||||||||||||||||||||
Revenue | $ | 558,355 | $ | 532,347 | $ | 519,409 | $ | 497,966 | $ | 494,092 | $ | 466,736 | $ | 469,622 | $ | 432,789 | ||||||||||||||||
Network fees and other costs | 249,733 | 238,141 | 222,502 | 225,065 | 222,906 | 208,239 | 209,244 | 200,208 | ||||||||||||||||||||||||
Net revenue | 308,622 | 294,206 | 296,907 | 272,901 | 271,186 | 258,497 | 260,378 | 232,581 | ||||||||||||||||||||||||
Sales and marketing | 80,081 | 79,551 | 76,436 | 75,976 | 68,042 | 69,313 | 70,532 | 72,757 | ||||||||||||||||||||||||
Other operating costs | 52,462 | 48,340 | 49,268 | 50,560 | 38,572 | 40,376 | 40,417 | 39,009 | ||||||||||||||||||||||||
General and administrative | 33,257 | 27,489 | 29,862 | 31,099 | 31,844 | 28,600 | 29,190 | 28,597 | ||||||||||||||||||||||||
Depreciation and amortization | 49,025 | 48,604 | 44,528 | 43,296 | 41,357 | 40,618 | 39,667 | 38,895 | ||||||||||||||||||||||||
Income from operations | $ | 93,797 | $ | 90,222 | $ | 96,813 | $ | 71,970 | $ | 91,371 | $ | 79,590 | $ | 80,572 | $ | 53,323 | ||||||||||||||||
Net income (loss) attributable to Vantiv, Inc. | $ | 42,834 | $ | 35,711 | $ | 28,908 | $ | 26,119 | $ | 28,754 | $ | 24,264 | $ | 22,956 | $ | (18,364 | ) | |||||||||||||||
Net income (loss) per share attributable to Vantiv, Inc. Class A common stock: | ||||||||||||||||||||||||||||||||
Basic | $ | 0.3 | $ | 0.26 | $ | 0.21 | $ | 0.19 | $ | 0.23 | $ | 0.2 | $ | 0.19 | $ | (0.20 | ) | |||||||||||||||
Diluted | $ | 0.26 | $ | 0.24 | $ | 0.2 | $ | 0.18 | $ | 0.22 | $ | 0.19 | $ | 0.18 | $ | (0.38 | ) | |||||||||||||||
Our results of operations are subject to seasonal fluctuations in our revenue as a result of consumer spending patterns. Historically our revenues have been the strongest in the fourth quarter and weakest in our first quarter. |
SUBSEQUENT_EVENT_Notes
SUBSEQUENT EVENT (Notes) | 12 Months Ended |
Dec. 31, 2013 | |
Subsequent Events [Abstract] | ' |
SUBSEQUENT EVENT | ' |
SUBSEQUENT EVENT | |
In October 2013, the Company’s board of directors authorized a program to repurchase up to $137 million of the Company’s Class A common stock. On February 12, 2014, the board of directors authorized a program to repurchase up to an additional $300 million of the Company's Class A common stock. Purchases under the 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. The Company’s share repurchase program does not obligate it to acquire any specific number or amount of shares, there is no guarantee as to the exact number or amount of shares that may be repurchased, if any, and the Company may discontinue purchases at any time that it determines additional purchases are not warranted. As of the date of this filing, no share repurchases have been transacted under the February 2014 authorization. |
SUMMARY_OF_SIGNIFICANT_ACCOUNT1
SUMMARY OF SIGNIFICANT ACCOUNTING AND REPORTING POLICIES (Policies) | 12 Months Ended | |
Dec. 31, 2013 | ||
Accounting Policies [Abstract] | ' | |
Segments | ' | |
Segments | ||
The Company’s segments consist of the Merchant Services segment and the Financial Institution Services segment. The Company’s Chief Executive Officer ("CEO"), who is the chief operating decision maker ("CODM"), evaluates the performance and allocates resources based on the operating results of each segment. Below is a summary of each segment: | ||
• | Merchant Services—Provides merchant acquiring and payment processing services to large national merchants, regional and small-to-mid sized businesses. Merchant services are sold to small to large businesses through diverse distribution channels. Merchant Services includes all aspects of card processing including authorization and settlement, customer service, chargeback and retrieval processing and interchange management. | |
• | Financial Institution Services—Provides card issuer processing, payment network processing, fraud protection, card production, prepaid program management, automated teller machine ("ATM") driving and network gateway and switching services that utilize the Company’s proprietary Jeanie debit payment network to a diverse set of financial institutions, including regional banks, community banks, credit unions and regional personal identification number ("PIN") networks. Financial Institution Services also provides 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. | |
Principles of Consolidation | ' | |
Basis of Presentation and Consolidation | ||
The accompanying consolidated financial statements include those of Vantiv, Inc. and all subsidiaries thereof, including its majority-owned subsidiary, Vantiv Holding, LLC. The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP"). All intercompany balances and transactions have been eliminated. | ||
As of December 31, 2013, Vantiv, Inc. and Fifth Third owned interests in Vantiv Holding of 74.38% and 25.62%, respectively (see Note 9 - Controlling and Non-controlling Interests in Vantiv Holding for changes in non-controlling interests). | ||
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 of and equity in Vantiv Holding. Net income attributable to non-controlling interests does not include expenses incurred directly by Vantiv, Inc., including income tax expense attributable to Vantiv, Inc. All of the Company’s non-controlling interests are presented after Vantiv Holding income tax expense in the accompanying consolidated statements of income as "Net income attributable to non-controlling interests." Non-controlling interests are presented as a component of equity in the accompanying consolidated statements of financial position. | ||
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. | ||
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 ATM card transaction processing, ATM driving and support, and 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, residual payments made to ISOs, technology partners, merchant banks and other third party partners and advertising and promotional costs. | |
• | 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 6 - Long-Term Debt) in May 2013 and March 2012, the early termination of the Company’s interest rate swaps (see Note 8 - Derivatives and Hedging Activities) in connection with the March 2012 debt refinancing and a one-time activity fee of $6.0 million assessed by MasterCard as a result of the Company's 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 16 - 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 December 31, 2013 and 2012 the Company had recorded no valuation allowances against deferred tax assets. See Note 14 - Income Taxes for further discussion of income taxes. | ||
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 December 31, 2013 and 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. Also included in property, equipment and software is work in progress consisting of costs associated with software developed for internal use which has not yet been placed in service. | ||
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 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 was substantially in excess of the carrying value. There have been no other events or changes in circumstances subsequent to the testing date that would indicate impairment of these reporting units as of December 31, 2013. | ||
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. As of December 31, 2013, there have been no such events or circumstances that would indicate potential impairment. 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. There have been no other events or changes in circumstances subsequent to the testing date that would indicate impairment of the trade name as of December 31, 2013. | ||
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 ("AOCI") 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 Pronouncements | ||
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 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 accompanying consolidated financial statements. |
BUSINESS_COMBINATIONS_Tables
BUSINESS COMBINATIONS (Tables) | 12 Months Ended | ||||
Dec. 31, 2013 | |||||
Element Payment Services, Inc. | ' | ||||
Business Acquisition [Line Items] | ' | ||||
Schedule of recognized identified assets acquired and liabilities assumed | ' | ||||
The preliminary purchase price allocation is as follows (in thousands): | |||||
Current assets | $ | 11,359 | |||
Equipment and software | 8,193 | ||||
Goodwill | 135,068 | ||||
Customer relationship intangible assets | 29,300 | ||||
Trade name | 500 | ||||
Current liabilities | (8,189 | ) | |||
Deferred tax liabilities | (13,772 | ) | |||
Total purchase price | $ | 162,459 | |||
Litle & Company, LLC | ' | ||||
Business Acquisition [Line Items] | ' | ||||
Schedule of recognized identified assets acquired and liabilities assumed | ' | ||||
The final purchase price allocation is as follows (in thousands): | |||||
Current assets | $ | 10,326 | |||
Property and equipment | 13,503 | ||||
Non-current assets | 30 | ||||
Goodwill | 276,171 | ||||
Customer relationship intangible assets | 73,600 | ||||
Trade name | 1,300 | ||||
Current liabilities | (14,341 | ) | |||
Total purchase price | $ | 360,589 | |||
PROPERTY_AND_EQUIPMENT_Tables
PROPERTY AND EQUIPMENT (Tables) | 12 Months Ended | ||||||||||
Dec. 31, 2013 | |||||||||||
Property, Plant and Equipment [Abstract] | ' | ||||||||||
Summary of the Company's property and equipment | ' | ||||||||||
A summary of the Company's property, equipment and software is as follows (in thousands): | |||||||||||
Estimated Useful Life | December 31, 2013 | December 31, 2012 | |||||||||
Building and improvements | 15 - 40 years | $ | 18,645 | $ | 18,645 | ||||||
Furniture and equipment | 2 - 10 years | 88,650 | 75,913 | ||||||||
Software | 3 - 5 years | 204,222 | 146,322 | ||||||||
Leasehold improvements | 3 - 10 years | 5,162 | 3,558 | ||||||||
Work in progress | 38,039 | 16,304 | |||||||||
Accumulated depreciation | (137,385 | ) | (85,802 | ) | |||||||
Total | $ | 217,333 | $ | 174,940 | |||||||
GOODWILL_AND_INTANGIBLE_ASSETS1
GOODWILL AND INTANGIBLE ASSETS (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2013 | |||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | ||||||||||||
Schedule of goodwill | ' | ||||||||||||
A summary of changes in goodwill through December 31, 2013 is as follows (in thousands): | |||||||||||||
Merchant Services | Financial Institution Services | Total | |||||||||||
Balance as of December 31, 2011 | $ | 957,524 | $ | 574,850 | $ | 1,532,374 | |||||||
Goodwill attributable to acquisition of Litle | 272,218 | — | 272,218 | ||||||||||
Balance as of December 31, 2012 | 1,229,742 | 574,850 | 1,804,592 | ||||||||||
Goodwill attributable to acquisition of Litle (1) | 3,953 | — | 3,953 | ||||||||||
Goodwill attributable to acquisition of Element | 135,068 | — | 135,068 | ||||||||||
Balance as of December 31, 2013 | $ | 1,368,763 | $ | 574,850 | $ | 1,943,613 | |||||||
Schedule of intangible assets | ' | ||||||||||||
As of December 31, 2013 and 2012, the Company's intangible assets consisted of the following (in thousands): | |||||||||||||
December 31, | December 31, | ||||||||||||
2013 | 2012 | ||||||||||||
Customer relationship intangible assets | $ | 1,234,042 | $ | 1,212,919 | |||||||||
Trade name - indefinite lived | 41,000 | 41,000 | |||||||||||
Trade name - finite lived | 500 | 1,300 | |||||||||||
Customer portfolios and related assets | 26,422 | 16,780 | |||||||||||
1,301,964 | 1,271,999 | ||||||||||||
Less accumulated amortization on: | |||||||||||||
Customer relationship intangible assets | 496,906 | 383,962 | |||||||||||
Trade name - finite lived | 208 | — | |||||||||||
Customer portfolios and related assets | 9,518 | 3,501 | |||||||||||
506,632 | 387,463 | ||||||||||||
$ | 795,332 | $ | 884,536 | ||||||||||
Schedule of expected amortization expense | ' | ||||||||||||
The estimated amortization expense of intangible assets for the next five years is as follows (in thousands): | |||||||||||||
2014 | $ | 127,599 | |||||||||||
2015 | 121,141 | ||||||||||||
2016 | 116,268 | ||||||||||||
2017 | 111,813 | ||||||||||||
2018 | 108,856 | ||||||||||||
CAPITAL_LEASES_Tables
CAPITAL LEASES (Tables) | 12 Months Ended | ||||
Dec. 31, 2013 | |||||
Leases [Abstract] | ' | ||||
Future minimum lease payments required under capital leases and the present value of net minimum lease payments | ' | ||||
The future minimum lease payments required under capital leases and the present value of net minimum lease payments as of December 31, 2013 are as follows (in thousands): | |||||
Amount | |||||
2014 | $ | 4,593 | |||
2015 | 4,990 | ||||
2016 | 4,990 | ||||
2017 | 2,378 | ||||
Total minimum lease payments | 16,951 | ||||
Less: Amount representing interest | (581 | ) | |||
Present value of minimum lease payments | 16,370 | ||||
Less: Current maturities of capital lease obligations | (4,326 | ) | |||
Long-term capital lease obligations | $ | 12,044 | |||
LONGTERM_DEBT_Tables
LONG-TERM DEBT (Tables) | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Debt Disclosure [Abstract] | ' | |||||||
Schedule of Company's debt | ' | |||||||
As of December 31, 2013 and 2012, the Company’s debt consisted of the following: | ||||||||
December 31, | 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 1.92% at December 31, 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 | $ | 1,803,750 | $ | — | ||||
$1,000.0 million term A loans, expiring on March 27, 2017, bearing interest payable quarterly 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 loans, expiring on March 27, 2019, bearing interest payable quarterly 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 payable monthly at a fixed rate (rate of 6.22% at December 31, 2013) | 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 | (2,631 | ) | (4,651 | ) | ||||
Note payable and note payable to related party | $ | 1,718,750 | $ | 1,163,605 | ||||
TAX_RECEIVABLE_AGREEMENTS_Tabl
TAX RECEIVABLE AGREEMENTS (Tables) | 12 Months Ended | |||||||||||||||||||||||
Dec. 31, 2013 | ||||||||||||||||||||||||
Tax Receivable Agreements Disclosure [Abstract] | ' | |||||||||||||||||||||||
Schedule of the company's liability pursuant to the TRAs | ' | |||||||||||||||||||||||
The following table reflects TRA activity and balances for the years ended December 31, 2013 and 2012 (in thousands): | ||||||||||||||||||||||||
IPO Transaction | 2012 Secondary Offerings | Balance as of December 31, 2012 | 2013 Secondary Offerings | TRA Settlements | Balance as of December 31, 2013 | |||||||||||||||||||
TRA with Fifth Third Bank | $ | 11,100 | $ | 154,000 | $ | 165,100 | $ | 329,400 | $ | — | $ | 494,500 | ||||||||||||
TRA with Advent | 183,800 | — | 183,800 | — | (183,800 | ) | — | |||||||||||||||||
TRA with all pre-IPO investors | 134,100 | — | 134,100 | — | (68,900 | ) | 65,200 | |||||||||||||||||
TRA with JPDN | 1,700 | — | 1,700 | — | (1,700 | ) | — | |||||||||||||||||
Total | $ | 330,700 | $ | 154,000 | $ | 484,700 | $ | 329,400 | $ | (254,400 | ) | $ | 559,700 | |||||||||||
DERIVATIVES_AND_HEDGING_ACTIVI1
DERIVATIVES AND HEDGING ACTIVITIES (Tables) | 12 Months Ended | |||||||||||
Dec. 31, 2013 | ||||||||||||
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ' | |||||||||||
Schedule of fair value of derivative instruments | ' | |||||||||||
The table below presents the fair value of the Company’s derivative financial instruments designated as cash flow hedges included within the accompanying consolidated statements of financial position (in thousands): | ||||||||||||
Consolidated Statement of | December 31, 2013 | December 31, 2012 | ||||||||||
Financial Position Location | ||||||||||||
Interest rate swaps | Other long-term assets | $ | 4,545 | $ | — | |||||||
Interest rate swaps | Other long-term liabilities | $ | 3,728 | $ | — | |||||||
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 accompanying consolidated statements of income for the years ended December 31, 2013, 2012 and 2011 (in thousands): | ||||||||||||
Year Ended | ||||||||||||
December 31, | ||||||||||||
2013 | 2012 | 2011 | ||||||||||
Derivatives in cash flow hedging relationships: | ||||||||||||
Amount of gain (loss) recognized in OCI (effective portion) (1) | $ | 244 | $ | (4,256 | ) | $ | (36,643 | ) | ||||
Amount of loss reclassified from accumulated OCI into earnings (effective portion) | (573 | ) | (2,600 | ) | (7,220 | ) | ||||||
Amount of loss recognized in earnings (2) | — | (31,079 | ) | (3,492 | ) | |||||||
-1 | "OCI" represents other comprehensive income. | |||||||||||
-2 | For the year ended December 31, 2012, amount represents loss due to missed forecasted transaction and is recorded as a component of non-operating expenses in the accompanying consolidated statement of income. For the year ended December 31, 2011, amount represents ineffectiveness and is recorded as a component of interest expense—net in the accompanying consolidated statement of income. |
CONTROLLING_AND_NONCONTROLLING1
CONTROLLING AND NON-CONTROLLING INTERESTS IN VANTIV HOLDING (Tables) | 12 Months Ended | |||||||||||
Dec. 31, 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 | JPDN | Total | |||||||||
As of December 31, 2011 | 50,930,455 | 48,933,182 | 136,363 | 100,000,000 | ||||||||
% of ownership | 50.93 | % | 48.93 | % | 0.14 | % | ||||||
Recapitalization transactions: | ||||||||||||
Incremental units as a result of split | 38,585,162 | 37,072,018 | 103,309 | 75,760,489 | ||||||||
JPDN exchange of units for Class A common stock | 239,672 | — | (239,672 | ) | — | |||||||
IPO transactions: | ||||||||||||
Issuance of Class A units of Vantiv Holding in connection with issuance of Class A common stock to public | 31,498,064 | (2,086,064 | ) | — | 29,412,000 | |||||||
Issuance of Class A units of Vantiv Holding in connection with issuance of Class A common stock under equity plan | 8,716,141 | — | — | 8,716,141 | ||||||||
Fifth Third exchange of Vantiv Holding units for shares of Class A common stock in connection with December 2012 secondary offering | 13,700,000 | (13,700,000 | ) | — | — | |||||||
Equity plan activity (a) | (1,425,814 | ) | — | — | (1,425,814 | ) | ||||||
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 repurchases | (20,903,669 | ) | — | — | (20,903,669 | ) | ||||||
Equity plan activity (a) | (977,640 | ) | — | — | (977,640 | ) | ||||||
As of December 31, 2013 | 141,758,681 | 48,822,826 | — | 190,581,507 | ||||||||
% of ownership | 74.38 | % | 25.62 | % | — | % | ||||||
(a) | Includes repurchase of Class A common stock to satisfy employee tax withholding obligations, forfeitures of restricted Class A common stock awards and the conversion of restricted stock units to Class A common stock. | |||||||||||
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): | ||||||||||||
Year Ended December, 31 | ||||||||||||
2013 | 2012 | 2011 | ||||||||||
Net income | $ | 208,140 | $ | 110,758 | $ | 84,810 | ||||||
Items not allocable to non-controlling interests: | ||||||||||||
Miscellaneous expenses (a) | — | — | 861 | |||||||||
Vantiv, Inc. income tax expense (b) | 58,520 | 21,274 | 13,310 | |||||||||
Vantiv Holding net income | 266,660 | 132,032 | 98,981 | |||||||||
Net income attributable to non-controlling interests (c) | $ | 74,568 | $ | 53,148 | $ | 48,570 | ||||||
(a) Represents miscellaneous expenses incurred by Vantiv, Inc., primarily consisting of losses associated with the put rights received in conjunction with the separation from Fifth Third in 2009. | ||||||||||||
(b) Represents income tax expense related to Vantiv, Inc. | ||||||||||||
(c) 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. |
COMMITMENTS_CONTINGENCIES_AND_1
COMMITMENTS, CONTINGENCIES AND GUARANTEES (Tables) | 12 Months Ended | ||||
Dec. 31, 2013 | |||||
Commitments and Contingencies Disclosure [Abstract] | ' | ||||
Schedule of future minimum commitments under non-cancelable operating leases | ' | ||||
The Company leases office space under non-cancelable operating leases that expire between March 2014 and December 2045. Future minimum commitments under these leases are as follows (in thousands): | |||||
Year Ending December 31, | |||||
2014 | $ | 5,455 | |||
2015 | 3,601 | ||||
2016 | 2,356 | ||||
2017 | 1,695 | ||||
2018 | 1,337 | ||||
Thereafter | 9,404 | ||||
Total | $ | 23,848 | |||
SHAREBASED_COMPENSATION_PLANS_
SHARE-BASED COMPENSATION PLANS (Tables) | 12 Months Ended | |||||||||||||
Dec. 31, 2013 | ||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' | |||||||||||||
Schedule of Time Award and Performance Award transactions | ' | |||||||||||||
The table below presents the number and weighted-average grant-date fair value of non-vested Time Awards at the beginning and end of the year, as well as those granted, vested and forfeited during the year ended December 31, 2011. | ||||||||||||||
Year Ended | ||||||||||||||
31-Dec-11 | ||||||||||||||
Number | Fair Value | |||||||||||||
Non-vested, beginning of period | 7,669,121 | $ | 3.74 | |||||||||||
Granted | 1,156,479 | 3.68 | ||||||||||||
Vested | — | — | ||||||||||||
Forfeited | (94,324 | ) | 3.74 | |||||||||||
Non-vested, end of period | 8,731,276 | $ | 3.97 | |||||||||||
Schedule of weighted-average assumptions Time Awards | ' | |||||||||||||
The value of the Time Awards granted during the year ended December 31, 2011 was estimated using the Black-Scholes option pricing model, which incorporated the weighted-average assumptions below: | ||||||||||||||
2011 | ||||||||||||||
Expected option life at grant (in years) | 7 | |||||||||||||
Expected volatility | 35.00% | |||||||||||||
Expected dividend yield | —% | |||||||||||||
Risk-free interest rate | 2.60% | |||||||||||||
Schedule of Restricted Stock | ' | |||||||||||||
The following table presents the number and weighted-average grant date fair value of the restricted stock awards at December 31, 2013: | ||||||||||||||
Time Awards Converted to Restricted Class A Common Stock | Weighted Average Grant Date Fair Value | Performance Awards Converted to Restricted Class A Common Stock | Weighted Average Grant Date Fair Value | |||||||||||
Non-vested at December 31, 2012 | 1,994,949 | $ | 4.04 | 3,342,811 | $ | 17 | ||||||||
Conversion of Restricted Class A common stock to Class A common stock upon vesting | (868,841 | ) | 4.04 | (1,110,395 | ) | 17 | ||||||||
Forfeitures | (176,019 | ) | 3.99 | (176,602 | ) | 17 | ||||||||
Non-vested at December 31, 2013 | 950,089 | $ | 4.02 | 2,055,814 | $ | 17 | ||||||||
Schedule of Restricted Stock Units | ' | |||||||||||||
The following table presents the number and weighted-average grant date fair value of the restricted stock units at December 31, 2013: | ||||||||||||||
Restricted Stock Units | Weighted Average Grant Date Fair Value | |||||||||||||
Non-vested at December 31, 2012 | 299,826 | $ | 17.87 | |||||||||||
Granted | 556,321 | 24.83 | ||||||||||||
Vested | (3,419 | ) | 20.51 | |||||||||||
Forfeited | (50,584 | ) | 18.73 | |||||||||||
Non-vested at December 31, 2013 | 802,144 | $ | 22.63 | |||||||||||
Schedule of Stock Options | ' | |||||||||||||
December 31, 2013: | ||||||||||||||
Stock Options | Weighted Average Grant Date Fair Value | Weighted Average Remaining Contractual Term (Years) | Aggregate Intrinsic Value (in thousands) | |||||||||||
Outstanding options at December 31, 2012 | — | $ | — | |||||||||||
Granted | 659,938 | 7.1 | ||||||||||||
Exercised | — | — | ||||||||||||
Expired | — | — | ||||||||||||
Forfeited | (10,325 | ) | 7.1 | |||||||||||
Outstanding options at December 31, 2013 | 649,613 | $ | 7.1 | 9.16 | $ | 6,925 | ||||||||
Schedule of weighted-average assumptions Options | ' | |||||||||||||
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 Performance Share Units | ' | |||||||||||||
The following table presents the number and weighted-average grant date fair value of the performance share units at December 31, 2013: | ||||||||||||||
Performance Share Units | Weighted Average Grant Date Fair Value | |||||||||||||
Non-vested at December 31, 2012 | — | $ | — | |||||||||||
Granted | 433,830 | 26.93 | ||||||||||||
Vested | — | — | ||||||||||||
Forfeited | (3,340 | ) | 21.95 | |||||||||||
Non-vested at December 31, 2013 | 430,490 | $ | 26.97 | |||||||||||
INCOME_TAXES_Tables
INCOME TAXES (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2013 | |||||||||||||
Income Tax Disclosure [Abstract] | ' | ||||||||||||
Schedule of summary of applicable income taxes | ' | ||||||||||||
The following is a summary of applicable income taxes (in thousands): | |||||||||||||
Year Ended December 31, | |||||||||||||
2013 | 2012 | 2011 | |||||||||||
Current income tax expense: | |||||||||||||
U.S. income taxes | $ | 48,494 | $ | 40,747 | $ | (1,462 | ) | ||||||
State and local income taxes | 3,926 | 5,754 | 2,638 | ||||||||||
Total current tax expense | 52,420 | 46,501 | 1,176 | ||||||||||
Deferred income tax expense: | |||||||||||||
U.S. income taxes | 30,264 | 366 | 30,997 | ||||||||||
State and local income taxes | 1,076 | (14 | ) | 136 | |||||||||
Total deferred tax expense | 31,340 | 352 | 31,133 | ||||||||||
Applicable income tax expense | $ | 83,760 | $ | 46,853 | $ | 32,309 | |||||||
Schedule of reconciliation of the U.S. income tax rate and the Company's effective tax rate | ' | ||||||||||||
A reconciliation of the U.S. income tax rate and the Company's effective tax rate for all periods is provided below: | |||||||||||||
Year Ended December 31, | |||||||||||||
2013 | 2012 | 2011 | |||||||||||
Federal statutory tax rate | 35 | % | 35 | % | 35 | % | |||||||
State taxes-net of federal benefit | 2.7 | 3.1 | 4.1 | ||||||||||
Change in state and local tax law | — | (0.2 | ) | (1.3 | ) | ||||||||
Non-controlling interest | (8.5 | ) | (8.4 | ) | (11.0 | ) | |||||||
Other-net | (0.5 | ) | 0.2 | 0.3 | |||||||||
Effective tax rate | 28.7 | % | 29.7 | % | 27.1 | % | |||||||
Schedule of deferred income tax assets and liabilities | ' | ||||||||||||
Deferred income tax assets and liabilities are comprised of the following as of December 31 (in thousands): | |||||||||||||
2013 | 2012 | ||||||||||||
Deferred tax assets | |||||||||||||
Net operating losses | $ | 24,001 | $ | 30,764 | |||||||||
Employee benefits | 126 | 40 | |||||||||||
Other assets | 760 | 217 | |||||||||||
Other accruals and reserves | 2,922 | 748 | |||||||||||
Partnership basis | 363,514 | 141,892 | |||||||||||
Deferred tax assets | 391,323 | 173,661 | |||||||||||
Deferred tax liabilities | |||||||||||||
Property and equipment | (5,925 | ) | (1,723 | ) | |||||||||
Goodwill and intangible assets | (52,606 | ) | (32,278 | ) | |||||||||
Deferred tax liability | (58,531 | ) | (34,001 | ) | |||||||||
Deferred tax asset-net | $ | 332,792 | $ | 139,660 | |||||||||
FAIR_VALUE_MEASUREMENTS_Tables
FAIR VALUE MEASUREMENTS (Tables) | 12 Months Ended | |||||||||||||||||||||||
Dec. 31, 2013 | ||||||||||||||||||||||||
Fair Value Disclosures [Abstract] | ' | |||||||||||||||||||||||
Schedule of assets and liabilities measured at fair value on recurring basis | ' | |||||||||||||||||||||||
The following table summarizes assets measured at fair value on a recurring basis as of December 31, 2013 and 2012 (in thousands): | ||||||||||||||||||||||||
2013 | 2012 | |||||||||||||||||||||||
Fair Value Measurements Using | ||||||||||||||||||||||||
Level 1 | Level 2 | Level 3 | Level 1 | Level 2 | Level 3 | |||||||||||||||||||
Assets: | ||||||||||||||||||||||||
Interest rate swaps | $ | — | $ | 4,545 | $ | — | $ | — | $ | — | $ | — | ||||||||||||
Liabilities: | ||||||||||||||||||||||||
Interest rate swaps | $ | — | $ | 3,728 | $ | — | $ | — | $ | — | $ | — | ||||||||||||
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 December 31, 2013 and 2012 (in thousands): | ||||||||||||||||||||||||
2013 | 2012 | |||||||||||||||||||||||
Carrying | Fair Value | Carrying | Fair Value | |||||||||||||||||||||
Amount | Amount | |||||||||||||||||||||||
Assets: | ||||||||||||||||||||||||
Cash and cash equivalents | $ | 171,427 | $ | 171,427 | $ | 67,058 | $ | 67,058 | ||||||||||||||||
Liabilities: | ||||||||||||||||||||||||
Note payable | 1,811,250 | 1,815,459 | 1,256,105 | 1,262,945 | ||||||||||||||||||||
NET_INCOME_PER_SHARE_Tables
NET INCOME PER SHARE (Tables) | 12 Months Ended | |||||||||||
Dec. 31, 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 share data): | ||||||||||||
Year Ended | ||||||||||||
December 31, | ||||||||||||
2013 | 2012 | 2011 | ||||||||||
Basic: | ||||||||||||
Net income attributable to Vantiv, Inc. | $ | 133,572 | $ | 57,610 | $ | 36,240 | ||||||
Shares used in computing basic net income per share: | ||||||||||||
Weighted-average Class A common shares | 138,836,314 | 116,258,204 | 89,515,617 | |||||||||
Basic net income per share | $ | 0.96 | $ | 0.5 | $ | 0.4 | ||||||
Diluted: | ||||||||||||
Consolidated income before applicable income taxes | $ | 291,900 | $ | — | $ | — | ||||||
Income tax expense excluding impact of non-controlling interest | 112,382 | — | — | |||||||||
Net income attributable to Vantiv, Inc. | 179,518 | 57,610 | 36,240 | |||||||||
Shares used in computing diluted net income per share: | ||||||||||||
Weighted-average Class A common shares | 138,836,314 | 116,258,204 | 89,515,617 | |||||||||
Weighted-average Class B units of Vantiv Holding | 57,906,592 | — | — | |||||||||
Restricted stock awards | 1,751,816 | 1,553,857 | — | |||||||||
Warrant | 7,522,801 | 4,935,301 | — | |||||||||
Stock options | 10,034 | — | — | |||||||||
Diluted weighted-average shares outstanding | 206,027,557 | 122,747,362 | 89,515,617 | |||||||||
Diluted net income per share | $ | 0.87 | $ | 0.47 | $ | 0.4 | ||||||
ACCUMULATED_OTHER_COMPREHENSIV1
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) (Tables) | 12 Months Ended | ||||||||||||||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract] | ' | ||||||||||||||||||||||||||||
Schedule of activity of the components of accumulated other comprehensive income (loss) | ' | ||||||||||||||||||||||||||||
The activity of the components of accumulated other comprehensive income related to cash flow hedging activities was as follows for the years ended December 31, 2013, 2012 and 2011 (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 | |||||||||||||||||||||||
Year ended December 31, 2013 | |||||||||||||||||||||||||||||
Net change in fair value recorded in accumulated OCI | $ | — | $ | 244 | $ | 3 | $ | 247 | $ | (252 | ) | $ | (5 | ) | $ | (5 | ) | ||||||||||||
Net realized loss reclassified into earnings (a) | — | 573 | (157 | ) | 416 | (147 | ) | 269 | 269 | ||||||||||||||||||||
Net change | $ | — | $ | 817 | $ | (154 | ) | $ | 663 | $ | (399 | ) | $ | 264 | $ | 264 | |||||||||||||
Year ended December 31, 2012 | |||||||||||||||||||||||||||||
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 | $ | — | ||||||||||||
Year ended December 31, 2011 | |||||||||||||||||||||||||||||
Net change in fair value recorded in accumulated OCI | $ | — | $ | (36,643 | ) | $ | 6,842 | $ | (29,801 | ) | $ | 17,952 | $ | (11,849 | ) | $ | (11,849 | ) | |||||||||||
Net realized loss reclassified into earnings (a) | — | 7,219 | (1,347 | ) | 5,872 | (3,537 | ) | 2,335 | 2,335 | ||||||||||||||||||||
Net change | $ | — | $ | (29,424 | ) | $ | 5,495 | $ | (23,929 | ) | $ | 14,415 | $ | (9,514 | ) | $ | (9,514 | ) | |||||||||||
(a) The reclassification adjustment on cash flow hedge derivatives affected the following lines in the accompanying consolidated statements of income: | |||||||||||||||||||||||||||||
OCI Component | Affected line in the accompanying 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 year ended December 31, 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 year ended December 31, 2012, reflects net loss due to missed forecasted transaction and is recorded as a component of non-operating expenses. During the year ended December 31, 2011, reflects ineffectiveness and is recorded as a component of interest expense-net. |
SEGMENT_INFORMATION_Tables
SEGMENT INFORMATION (Tables) | 12 Months Ended | |||||||||||||||
Dec. 31, 2013 | ||||||||||||||||
Segment Reporting [Abstract] | ' | |||||||||||||||
Schedule of results of operations for each segment | ' | |||||||||||||||
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. | ||||||||||||||||
Year Ended December 31, 2013 | ||||||||||||||||
Merchant | Financial | General | Total | |||||||||||||
Services | Institution | Corporate/Other | ||||||||||||||
Services | ||||||||||||||||
Total revenue | $ | 1,639,157 | $ | 468,920 | $ | — | $ | 2,108,077 | ||||||||
Network fees and other costs | 801,463 | 133,978 | — | 935,441 | ||||||||||||
Sales and marketing | 286,200 | 25,844 | — | 312,044 | ||||||||||||
Segment profit | $ | 551,494 | $ | 309,098 | $ | — | $ | 860,592 | ||||||||
Year Ended December 31, 2012 | ||||||||||||||||
Merchant | Financial | General | Total | |||||||||||||
Services | Institution | Corporate/Other | ||||||||||||||
Services | ||||||||||||||||
Total revenue | $ | 1,409,158 | $ | 454,081 | $ | — | $ | 1,863,239 | ||||||||
Network fees and other costs | 709,341 | 131,256 | — | 840,597 | ||||||||||||
Sales and marketing | 255,887 | 24,757 | — | 280,644 | ||||||||||||
Segment profit | $ | 443,930 | $ | 298,068 | $ | — | $ | 741,998 | ||||||||
Year Ended December 31, 2011 | ||||||||||||||||
Merchant | Financial | General | Total | |||||||||||||
Services | Institution | Corporate/Other | ||||||||||||||
Services | ||||||||||||||||
Total revenue | $ | 1,185,253 | $ | 437,168 | $ | — | $ | 1,622,421 | ||||||||
Network fees and other costs | 620,852 | 135,883 | — | 756,735 | ||||||||||||
Sales and marketing | 211,062 | 24,046 | 1,809 | 236,917 | ||||||||||||
Segment profit | $ | 353,339 | $ | 277,239 | $ | (1,809 | ) | $ | 628,769 | |||||||
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): | ||||||||||||||||
Year Ended December 31, | ||||||||||||||||
2013 | 2012 | 2011 | ||||||||||||||
Total segment profit | $ | 860,592 | $ | 741,998 | $ | 628,769 | ||||||||||
Less: Other operating costs | (200,630 | ) | (158,374 | ) | (143,420 | ) | ||||||||||
Less: General and administrative | (121,707 | ) | (118,231 | ) | (86,870 | ) | ||||||||||
Less: Depreciation and amortization | (185,453 | ) | (160,538 | ) | (155,326 | ) | ||||||||||
Less: Interest expense—net | (40,902 | ) | (54,572 | ) | (111,535 | ) | ||||||||||
Less: Non-operating expenses | (20,000 | ) | (92,672 | ) | (14,499 | ) | ||||||||||
Income before applicable income taxes | $ | 291,900 | $ | 157,611 | $ | 117,119 | ||||||||||
QUARTERLY_CONSOLIDATED_RESULTS1
QUARTERLY CONSOLIDATED RESULTS OF OPERATIONS (UNAUDITED) (Tables) | 12 Months Ended | |||||||||||||||||||||||||||||||
Dec. 31, 2013 | ||||||||||||||||||||||||||||||||
Quarterly Financial Information Disclosure [Abstract] | ' | |||||||||||||||||||||||||||||||
Schedule of quarterly financial information | ' | |||||||||||||||||||||||||||||||
The following table sets forth our unaudited results of operations on a quarterly basis for the years ended December 31, 2013 and 2012. | ||||||||||||||||||||||||||||||||
Three Months Ended | ||||||||||||||||||||||||||||||||
Dec 31, | Sep 30, | Jun 30, | Mar 31, | Dec 31, | Sep 30, | Jun 30, | Mar 31, | |||||||||||||||||||||||||
2013 | 2013 | 2013 | 2013 | 2012 | 2012 | 2012 | 2012 | |||||||||||||||||||||||||
(dollars in thousands) | ||||||||||||||||||||||||||||||||
Revenue | $ | 558,355 | $ | 532,347 | $ | 519,409 | $ | 497,966 | $ | 494,092 | $ | 466,736 | $ | 469,622 | $ | 432,789 | ||||||||||||||||
Network fees and other costs | 249,733 | 238,141 | 222,502 | 225,065 | 222,906 | 208,239 | 209,244 | 200,208 | ||||||||||||||||||||||||
Net revenue | 308,622 | 294,206 | 296,907 | 272,901 | 271,186 | 258,497 | 260,378 | 232,581 | ||||||||||||||||||||||||
Sales and marketing | 80,081 | 79,551 | 76,436 | 75,976 | 68,042 | 69,313 | 70,532 | 72,757 | ||||||||||||||||||||||||
Other operating costs | 52,462 | 48,340 | 49,268 | 50,560 | 38,572 | 40,376 | 40,417 | 39,009 | ||||||||||||||||||||||||
General and administrative | 33,257 | 27,489 | 29,862 | 31,099 | 31,844 | 28,600 | 29,190 | 28,597 | ||||||||||||||||||||||||
Depreciation and amortization | 49,025 | 48,604 | 44,528 | 43,296 | 41,357 | 40,618 | 39,667 | 38,895 | ||||||||||||||||||||||||
Income from operations | $ | 93,797 | $ | 90,222 | $ | 96,813 | $ | 71,970 | $ | 91,371 | $ | 79,590 | $ | 80,572 | $ | 53,323 | ||||||||||||||||
Net income (loss) attributable to Vantiv, Inc. | $ | 42,834 | $ | 35,711 | $ | 28,908 | $ | 26,119 | $ | 28,754 | $ | 24,264 | $ | 22,956 | $ | (18,364 | ) | |||||||||||||||
Net income (loss) per share attributable to Vantiv, Inc. Class A common stock: | ||||||||||||||||||||||||||||||||
Basic | $ | 0.3 | $ | 0.26 | $ | 0.21 | $ | 0.19 | $ | 0.23 | $ | 0.2 | $ | 0.19 | $ | (0.20 | ) | |||||||||||||||
Diluted | $ | 0.26 | $ | 0.24 | $ | 0.2 | $ | 0.18 | $ | 0.22 | $ | 0.19 | $ | 0.18 | $ | (0.38 | ) | |||||||||||||||
BASIS_OF_PRESENTATION_Details
BASIS OF PRESENTATION (Details) (USD $) | 12 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | 0 Months Ended | 0 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | |||||||||||||||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Mar. 21, 2012 | Mar. 21, 2012 | Dec. 31, 2013 | Dec. 31, 2013 | Mar. 21, 2012 | Jun. 30, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Mar. 21, 2012 | Aug. 07, 2013 | 15-May-13 | Dec. 06, 2012 | Nov. 06, 2013 | Aug. 02, 2012 | Mar. 21, 2012 | Mar. 21, 2012 | Dec. 31, 2013 | Mar. 21, 2012 | Mar. 21, 2012 | Dec. 31, 2012 | Mar. 21, 2012 | Mar. 21, 2012 | Dec. 31, 2013 | |
Common stock | Paid-in Capital | Treasury Stock | Class A Common Stock | Class A Common Stock | Class A Common Stock | Class A Common Stock | Class B Common Stock | Advent International Corporation and Fifth Third | Advent International Corporation and Fifth Third | Fifth Third | Advent | Advent | Vantiv Holding | Vantiv Holding | Vantiv Holding | Vantiv Holding | Vantiv Holding | Vantiv Holding | Vantiv Holding | Fifth Third | May 2013 Debt Refinancing | |||||
Common stock | Common stock | Class A Common Stock | Class A Common Stock | Class A Common Stock | Class A Common Stock | Class A Common Stock | TRAs | Class A units | Class A Common Stock | Fifth Third | Fifth Third | Fifth Third | Advent | |||||||||||||
Class A Common Stock | Class A Common Stock | |||||||||||||||||||||||||
Nature of Business [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock split ratio | ' | ' | ' | ' | ' | ' | ' | 175.76 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1.7576 | ' | ' | ' | ' | ' | ' | ' |
Conversion ratio for conversion of units into common stock | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1 | ' | ' | ' | ' | ' |
Conversion ratio for conversion of LLC units into common stock | ' | ' | ' | 1 | 1 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Conversion ratio for conversion of non-voting LLC units into common stock | ' | ' | ' | ' | ' | ' | ' | 1 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of tax receivable agreements executed with pre-IPO investors of subsidiary (in TRAs) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4 | ' | ' | ' | ' | ' | ' | ' | ' |
Payments to pre-IPO investors as percentage of cash saving in income tax | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 85.00% | ' | ' | ' | ' | ' | ' | 85.00% | ' |
Payment to Fifth Third for modification of consent rights | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $15,000,000 | ' | ' | ' | ' | ' |
Distribution of funds | 0 | 40,086,000 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 40,100,000 | ' | ' |
Number of common stock issued (in shares) | ' | ' | ' | ' | ' | ' | ' | 29,412,000 | ' | 4,000 | 29,412,000 | 86,005,200 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Issue price (in dollars per share) | ' | ' | ' | $17 | ' | ' | ' | $17 | ' | ' | ' | ' | ' | ' | $20.10 | ' | $21.90 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net proceeds from issue of shares | 0 | 460,913,000 | 0 | ' | ' | ' | ' | 457,900,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Accrued offering costs associated with contractually obligated future offerings | ' | ' | ' | ' | ' | ' | ' | ' | 3,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock issued to underwriters under an over-allotment option (in shares) | ' | ' | ' | ' | ' | ' | ' | 4,411,800 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock issued to underwriters under an over-allotment option sold by selling shareholders (in shares) | ' | ' | ' | ' | ' | ' | ' | 2,325,736 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Purchase of shares in subsidiary by the entity (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,086,064 | 2,086,064 | ' | ' | ' |
Shares of Stock sold by Selling Shareholders in Secondary Offering Issued to Underwriters | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 20,000,000 | 40,700,000 | 13,700,000 | 15,000,000 | 14,100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock Repurchased and Retired During Period, Shares | 17,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | 20,904,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 20,903,669 | ' | ' | ' | ' | ' | ' |
Stock Repurchase and Retired During Period, Value, Excluding Costs Associated with Stock Repurchase | ' | ' | ' | ' | ' | 400,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Adjustments to Additional Paid in Capital, Other | ' | ' | ' | ' | ' | ' | 600,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Proceeds from Issuance of Debt | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $650,000,000 |
BASIS_OF_PRESENTATION_Details_
BASIS OF PRESENTATION (Details 2) | 1 Months Ended | |||||||
Jun. 30, 2009 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Vantiv Holding | Vantiv Holding | Vantiv Holding | Vantiv Holding | Vantiv, Inc. | Vantiv, Inc. | Vantiv, Inc. | ||
Fifth Third | Fifth Third | Fifth Third | JPDN | |||||
Principles of consolidation | ' | ' | ' | ' | ' | ' | ' | ' |
Ownership percentage by parent | ' | ' | ' | ' | ' | 74.38% | 66.95% | 50.93% |
Ownership percentage by noncontrolling owners | ' | 25.62% | 33.05% | 48.93% | 0.14% | ' | ' | ' |
Sponsorship agreement | ' | ' | ' | ' | ' | ' | ' | ' |
Sponsorship agreement term | '10 years | ' | ' | ' | ' | ' | ' | ' |
SUMMARY_OF_SIGNIFICANT_ACCOUNT2
SUMMARY OF SIGNIFICANT ACCOUNTING AND REPORTING POLICIES (Details) (USD $) | 12 Months Ended | ||||||||||
In Millions, unless otherwise specified | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 |
Building and improvements | Building and improvements | Furniture and equipment | Furniture and equipment | Software | Software | Leasehold improvements | Leasehold improvements | Software development | Software development | ||
Minimum | Maximum | Minimum | Maximum | Minimum | Maximum | Minimum | Maximum | Minimum | Maximum | ||
Non-operating expenses | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
One-time activity fee assessed by MasterCard as a result of the IPO | $6 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Estimated Useful Life | ' | '15 years | '40 years | '2 years | '10 years | '3 years | '5 years | '3 years | '10 years | '3 years | '5 years |
BUSINESS_COMBINATIONS_Details
BUSINESS COMBINATIONS (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Jul. 31, 2013 | Dec. 31, 2012 | Nov. 30, 2012 | Jul. 31, 2013 | Nov. 30, 2012 | Jul. 31, 2013 | Nov. 30, 2012 |
Element Payment Services, Inc. | Litle & Company, LLC | Litle & Company, LLC | Customer relationship intangible assets | Customer relationship intangible assets | Trade name | Trade name | ||||
Element Payment Services, Inc. | Litle & Company, LLC | Element Payment Services, Inc. | Litle & Company, LLC | |||||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Less Noncontrolling Interest [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Current assets | ' | ' | ' | $11,359,000 | ' | $10,326,000 | ' | ' | ' | ' |
Property and equipment | ' | ' | ' | 8,193,000 | ' | 13,503,000 | ' | ' | ' | ' |
Non-current assets | ' | ' | ' | ' | ' | 30,000 | ' | ' | ' | ' |
Goodwill | 1,943,613,000 | 1,804,592,000 | 1,532,374,000 | 135,068,000 | ' | 276,171,000 | ' | ' | ' | ' |
Intangible assets | ' | ' | ' | ' | ' | ' | 29,300,000 | 73,600,000 | 500,000 | 1,300,000 |
Current liabilities | ' | ' | ' | -8,189,000 | ' | -14,341,000 | ' | ' | ' | ' |
Deferred tax liabilities | ' | ' | ' | -13,772,000 | ' | ' | ' | ' | ' | ' |
Total purchase price | ' | ' | ' | 162,459,000 | ' | 360,589,000 | ' | ' | ' | ' |
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | ' | ' | ' | ' | ' | ' | '10 years | '10 years | '1 year | '1 year |
Incurred expenses from acquisition | ' | ' | ' | ' | $3,500,000 | ' | ' | ' | ' | ' |
PROPERTY_AND_EQUIPMENT_Details
PROPERTY AND EQUIPMENT (Details) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2012 | Jun. 30, 2012 | Mar. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Property, Plant and Equipment [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Accumulated depreciation | ($137,385) | ' | ' | ' | ($85,802) | ' | ' | ' | ($137,385) | ($85,802) | ' |
Total | 217,333 | ' | ' | ' | 174,940 | ' | ' | ' | 217,333 | 174,940 | ' |
Depreciation and amortization | 49,025 | 48,604 | 44,528 | 43,296 | 41,357 | 40,618 | 39,667 | 38,895 | 185,453 | 160,538 | 155,326 |
Building and improvements | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Property, plant and equipment, gross | 18,645 | ' | ' | ' | 18,645 | ' | ' | ' | 18,645 | 18,645 | ' |
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 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Property, plant and equipment, gross | 88,650 | ' | ' | ' | 75,913 | ' | ' | ' | 88,650 | 75,913 | ' |
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 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Property, plant and equipment, gross | 204,222 | ' | ' | ' | 146,322 | ' | ' | ' | 204,222 | 146,322 | ' |
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 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Property, plant and equipment, gross | 5,162 | ' | ' | ' | 3,558 | ' | ' | ' | 5,162 | 3,558 | ' |
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 | ' | ' |
Work in progress | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Property, plant and equipment, gross | 38,039 | ' | ' | ' | 16,304 | ' | ' | ' | 38,039 | 16,304 | ' |
Property Equipment and Software | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Depreciation and amortization | ' | ' | ' | ' | ' | ' | ' | ' | $56,800 | $40,700 | $31,700 |
GOODWILL_AND_INTANGIBLE_ASSETS2
GOODWILL AND INTANGIBLE ASSETS - Goodwill (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | Nov. 30, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Jul. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | Merchant Services | Merchant Services | Merchant Services | Financial Institution Services | Financial Institution Services | Financial Institution Services | Litle & Company, LLC | Litle & Company, LLC | Litle & Company, LLC | Litle & Company, LLC | Litle & Company, LLC | Litle & Company, LLC | Litle & Company, LLC | Element Payment Services, Inc. | Element Payment Services, Inc. | Element Payment Services, Inc. | Element Payment Services, Inc. | |||
Merchant Services | Merchant Services | Financial Institution Services | Financial Institution Services | Merchant Services | Financial Institution Services | |||||||||||||||
Goodwill [Roll Forward] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Goodwill at beginning of period | $1,943,613 | $1,804,592 | $1,532,374 | $1,368,763 | $1,229,742 | $957,524 | $574,850 | $574,850 | $574,850 | ' | ' | $276,171 | ' | ' | ' | ' | ' | $135,068 | ' | ' |
Goodwill attributable to acquisition | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3,953 | 272,218 | ' | 3,953 | 272,218 | 0 | 0 | 135,068 | ' | 135,068 | 0 |
Goodwill at end of period | $1,943,613 | $1,804,592 | $1,532,374 | $1,368,763 | $1,229,742 | $957,524 | $574,850 | $574,850 | $574,850 | ' | ' | $276,171 | ' | ' | ' | ' | ' | $135,068 | ' | ' |
GOODWILL_AND_INTANGIBLE_ASSETS3
GOODWILL AND INTANGIBLE ASSETS - Intangible Assets (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Finite-Lived Intangible Assets, Net [Abstract] | ' | ' | ' |
Finite-Lived and Indefinite-Lived Intangible Assets, Gross | $1,301,964,000 | $1,271,999,000 | ' |
Finite-Lived Intangible Assets, Accumulated Amortization | 506,632,000 | 387,463,000 | ' |
Intangible Assets, Net (Excluding Goodwill) | 795,332,000 | 884,536,000 | ' |
Estimated remaining weighted-average lives of intangible assets | '7 years 1 month 24 days | '7 years 6 months 24 days | ' |
Amortization expense on intangible assets | 128,600,000 | 119,900,000 | 123,600,000 |
Estimated amortization expense of intangible assets for the next five years | ' | ' | ' |
2014 | 127,599,000 | ' | ' |
2015 | 121,141,000 | ' | ' |
2016 | 116,268,000 | ' | ' |
2017 | 111,813,000 | ' | ' |
2018 | 108,856,000 | ' | ' |
Customer relationship intangible assets | ' | ' | ' |
Finite-Lived Intangible Assets, Net [Abstract] | ' | ' | ' |
Finite-Lived Intangible Assets, Gross | 1,234,042,000 | 1,212,919,000 | ' |
Finite-Lived Intangible Assets, Accumulated Amortization | 496,906,000 | 383,962,000 | ' |
Trade name | ' | ' | ' |
Finite-Lived Intangible Assets, Net [Abstract] | ' | ' | ' |
Finite-Lived Intangible Assets, Gross | 500,000 | 1,300,000 | ' |
Finite-Lived Intangible Assets, Accumulated Amortization | 208,000 | 0 | ' |
Customer portfolios and related assets | ' | ' | ' |
Finite-Lived Intangible Assets, Net [Abstract] | ' | ' | ' |
Finite-Lived Intangible Assets, Gross | 26,422,000 | 16,780,000 | ' |
Finite-Lived Intangible Assets, Accumulated Amortization | 9,518,000 | 3,501,000 | ' |
Trade name | ' | ' | ' |
Finite-Lived Intangible Assets, Net [Abstract] | ' | ' | ' |
Indefinite-Lived Trade Names | $41,000,000 | $41,000,000 | ' |
CAPITAL_LEASES_Details
CAPITAL LEASES (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Leases [Abstract] | ' | ' | ' |
Cost of equipment under capital leases | $20,400,000 | $20,900,000 | ' |
Depreciation expense associated with capital leases | 6,700,000 | 4,100,000 | 3,600,000 |
Future minimum lease payments required under capital leases and the present value of net minimum lease payments | ' | ' | ' |
2014 | 4,593,000 | ' | ' |
2015 | 4,990,000 | ' | ' |
2016 | 4,990,000 | ' | ' |
2017 | 2,378,000 | ' | ' |
Total minimum lease payments | 16,951,000 | ' | ' |
Less: Amount representing interest | -581,000 | ' | ' |
Present value of minimum lease payments | 16,370,000 | ' | ' |
Less: Current maturities of capital lease obligations | -4,326,000 | -5,505,000 | ' |
Long-term capital lease obligations | $12,044,000 | $8,275,000 | ' |
LONGTERM_DEBT_Details
LONG-TERM DEBT (Details) (USD $) | 12 Months Ended | 12 Months Ended | 12 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | 12 Months Ended | 1 Months Ended | 1 Months Ended | 12 Months Ended | ||||||||||||||||||||||||||||||||||||||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | 31-May-13 | Dec. 31, 2012 | Jul. 12, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | 31-May-13 | 31-May-13 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2013 | 31-May-13 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Mar. 31, 2012 | Mar. 31, 2012 | Mar. 31, 2012 | Mar. 31, 2012 | Mar. 31, 2012 | Mar. 31, 2012 | Mar. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2012 | 17-May-11 | 17-May-11 | 17-May-11 | 17-May-11 | 17-May-11 | 17-May-11 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | |
Term A loan | Term A loan | Term A loan | Term A loan | Term A loan | Term A loan | Term A loan | Term B loan | Term B loan | Term B loan | Revolving credit facility | Revolving credit facility | Revolving credit facility | Term loan for corporate headquarters | Term loan for corporate headquarters | Term loan for corporate headquarters | Letter of credit facility | Swing line credit facility | Leasehold Mortgages [Member] | Leasehold Mortgages [Member] | May 2013 Debt Refinancing | May 2013 Debt Refinancing | May 2013 Debt Refinancing | May 2013 Debt Refinancing | May 2013 Debt Refinancing | May 2013 Debt Refinancing | May 2013 Debt Refinancing | May 2013 Debt Refinancing | March 2012 Debt Refinancing | March 2012 Debt Refinancing | March 2012 Debt Refinancing | March 2012 Debt Refinancing | March 2012 Debt Refinancing | March 2012 Debt Refinancing | March 2012 Debt Refinancing | March 2012 Debt Refinancing | March 2012 Debt Refinancing | May 2011 Debt Refinancing | May 2011 Debt Refinancing | May 2011 Debt Refinancing | May 2011 Debt Refinancing | First Lien Loan Agreement | Second Lien Loan Agreement | Debt Refinancing 2012 [Member] | Debt Refinancing 2011 [Member] | New Loan Agreement | |||
First eight quarters | Second eight quarters | Following three quarters | Minimum | Maximum | Minimum | Term A loan | Term A loan | Term A loan | Term A loan | Term A loan | Term A loan | Fifth Third | Tranches | Term A loan | Term B loan | Revolving credit facility | Letter of credit facility | Terminated line of credit | Swing line credit facility | Fifth Third | Fifth Third | Revolving credit facility | Term B-1 Loan | Term B-2 Loan | ||||||||||||||||||||||||
First eight quarters | Second eight quarters | Following three quarters | Term A loan | Term A loan | Revolving credit facility | |||||||||||||||||||||||||||||||||||||||||||
Long-term debt | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Loan held by Fifth Third Bank | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $343,600,000 | ' | ' | ' | ' | ' | ' | ' | $308,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Fixed interest rate (as a percent) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 6.22% | ' | ' | ' | ' | 6.22% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Maximum borrowing capacity | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 250,000,000 | ' | ' | ' | ' | 40,000,000 | 75,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 250,000,000 | 40,000,000 | 150,000,000 | 75,000,000 | ' | ' | ' | 150,000,000 | ' | ' | ' | ' | ' | ' | ' |
Outstanding amount of debt | ' | ' | 962,500,000 | 0 | ' | ' | ' | ' | ' | 248,125,000 | 0 | ' | ' | ' | ' | ' | 10,131,000 | 10,131,000 | ' | ' | ' | ' | ' | 1,803,750,000 | ' | 0 | ' | ' | ' | ' | ' | 1,000,000,000 | 250,000,000 | ' | ' | ' | ' | ' | ' | 1,771,100,000 | ' | 1,621,100,000 | 150,000,000 | 1,571,100,000 | 200,000,000 | ' | ' | ' |
Commitment fees (as a percent) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0.38% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0.50% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Credit facility outstanding | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0 | ' | 40,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 12,800,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Repayment of debt | 1,200,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 538,900,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of tranches under the loan agreement (in tranches) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
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 | -2,631,000 | -4,651,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Note payable and note payable to related party | 1,718,750,000 | 1,163,605,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Face value of debt | ' | ' | 1,000,000,000 | ' | ' | ' | ' | ' | ' | 250,000,000 | ' | ' | ' | ' | ' | 10,100,000 | ' | ' | ' | ' | 10,100,000 | 10,100,000 | ' | ' | 1,850,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Variable base rate | ' | ' | 'LIBOR | ' | ' | ' | ' | ' | ' | 'LIBOR | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 'LIBOR | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Spread rate (as a percent) | ' | ' | ' | ' | ' | ' | ' | 1.75% | 2.50% | 2.75% | ' | 1.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1.75% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Interest rate (as a percent) | ' | ' | 2.46% | ' | ' | ' | ' | ' | ' | 3.75% | ' | ' | ' | ' | 4.50% | ' | ' | ' | ' | ' | ' | ' | ' | 1.92% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Annual amortization percentage | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Amortization rate during given period (as a percent) | ' | ' | ' | ' | 1.25% | 1.88% | 2.50% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1.25% | 1.88% | 2.50% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Unamortized deferred financing cost written off | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 20,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 55,600,000 | 13,700,000 | ' |
Unamortized deferred financing fee remained capitalized | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 17,900,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 14,000,000 | ' | ' |
Debt issue discount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,600,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4,700,000 | ' | ' |
Call premium on debt refinancing (as a percent) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1.00% | 2.00% | ' |
Call premium on debt refinancing | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 12,200,000 | 4,000,000 | ' |
Percentage of capital stock of the entity's domestic and foreign subsidiaries pledged as collateral for borrowings | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 65.00% |
Minimum aggregate value of real property held by obligors provided as security on first priority basis | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $5,000,000 |
Debt repayment period, interest only payment required | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '84 months | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Period of amortization schedule used to compute periodic interest and principal repayment | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '30 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
TAX_RECEIVABLE_AGREEMENTS_Deta
TAX RECEIVABLE AGREEMENTS (Details) (USD $) | 1 Months Ended | 12 Months Ended | ||
Oct. 23, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Mar. 21, 2012 | |
Tax receivable agreement | ' | ' | ' | ' |
Deferred tax assets attributable to exchange of units of subsidiary | ' | $235,900,000 | $138,000,000 | ' |
Current portion of tax receivable agreement obligations to related parties | ' | 8,639,000 | 0 | ' |
Obligation under tax receivable agreement | ' | 559,700,000 | 484,700,000 | 330,700,000 |
Tax Receivable Agreement Liability Recorded | ' | 329,400,000 | 154,000,000 | ' |
Vantiv Holding | ' | ' | ' | ' |
Tax receivable agreement | ' | ' | ' | ' |
Number of tax receivable agreements executed (in TRAs) | ' | ' | ' | 4 |
Payments to pre-IPO investors as percentage of cash saving in income tax | ' | ' | ' | 85.00% |
Fifth Third | ' | ' | ' | ' |
Tax receivable agreement | ' | ' | ' | ' |
Tax Receivable Agreement Obligations Settled As a Result of Prepayment | 0 | ' | ' | ' |
Tax Receivable Agreement Liability Recorded | ' | 329,400,000 | 154,000,000 | ' |
Fifth Third | ' | ' | ' | ' |
Tax receivable agreement | ' | ' | ' | ' |
Payments to pre-IPO investors as percentage of cash saving in income tax | ' | ' | ' | 85.00% |
Cash savings associated with TRAs | ' | 15.00% | ' | ' |
Obligation under tax receivable agreement | ' | 494,500,000 | 165,100,000 | 11,100,000 |
Advent | ' | ' | ' | ' |
Tax receivable agreement | ' | ' | ' | ' |
Payments to pre-IPO investors as percentage of cash saving in income tax | ' | ' | ' | 85.00% |
Tax Receivable Agreement Prepayment | 112,000,000 | ' | ' | ' |
Tax Receivable Agreement Obligations Settled As a Result of Prepayment | -183,800,000 | ' | ' | ' |
Obligation under tax receivable agreement | ' | 0 | 183,800,000 | 183,800,000 |
Tax Receivable Agreement Liability Recorded | ' | 0 | 0 | ' |
Pre-IPO investors | ' | ' | ' | ' |
Tax receivable agreement | ' | ' | ' | ' |
Payments to pre-IPO investors as percentage of cash saving in income tax | ' | ' | ' | 85.00% |
Tax Receivable Agreement Obligations Settled As a Result of Prepayment | -68,900,000 | ' | ' | ' |
Obligation under tax receivable agreement | ' | 65,200,000 | 134,100,000 | 134,100,000 |
Tax Receivable Agreement Liability Recorded | ' | 0 | 0 | ' |
JPDN | ' | ' | ' | ' |
Tax receivable agreement | ' | ' | ' | ' |
Payments to pre-IPO investors as percentage of cash saving in income tax | ' | ' | ' | 85.00% |
Tax Receivable Agreement Prepayment | 500,000 | ' | ' | ' |
Tax Receivable Agreement Obligations Settled As a Result of Prepayment | -1,700,000 | ' | ' | ' |
Obligation under tax receivable agreement | ' | 0 | 1,700,000 | 1,700,000 |
Tax Receivable Agreement Liability Recorded | ' | 0 | 0 | ' |
Vantiv Holding [Member] | ' | ' | ' | ' |
Tax receivable agreement | ' | ' | ' | ' |
Deferred tax assets attributable to exchange of units of subsidiary | ' | 373,500,000 | ' | ' |
Advent International Corporation and JPDN [Member] | ' | ' | ' | ' |
Tax receivable agreement | ' | ' | ' | ' |
Tax Receivable Agreement Obligations Settled As a Result of Prepayment | ($254,400,000) | ' | ' | ' |
Cash savings associated with TRAs | ' | 100.00% | ' | ' |
DERIVATIVES_AND_HEDGING_ACTIVI2
DERIVATIVES AND HEDGING ACTIVITIES (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
swap | |||
Cash Flow Hedges of Interest Rate Risk | ' | ' | ' |
Derivative, Number of Instruments Held | 16 | ' | ' |
Notional Amount | $1,400,000,000 | ' | ' |
Notional Amount of Amortized Interest Rate Cash Flow Hedge Derivatives | 1,100,000,000 | ' | ' |
Cash Flow Hedge Gain (Loss) to be Reclassified within Twelve Months | 2,100,000 | ' | ' |
Derivative, Net Liability Position, Aggregate Fair Value | 2,200,000 | ' | ' |
Fair value of the Company's derivative financial instruments designated as cash flow hedges | ' | ' | ' |
Interest Rate Cash Flow Hedge Asset at Fair Value | 4,545,000 | 0 | ' |
Interest Rate Cash Flow Hedge Liability at Fair Value | 3,728,000 | 0 | ' |
Derivatives in cash flow hedging relationships: | ' | ' | ' |
Amount of gain (loss) recognized in OCI (effective portion) | 244,000 | -4,256,000 | -36,643,000 |
Amount of loss reclassified from accumulated OCI into earnings (effective portion) | -573,000 | -2,600,000 | -7,220,000 |
Gain (Loss) on Interest Rate Cash Flow Hedge Ineffectiveness | 0 | ' | -3,492,000 |
Loss on Discontinuation of Cash Flow Hedge Due to Forecasted Transaction Probable of Not Occurring | ' | -31,079,000 | ' |
Fifth Third | ' | ' | ' |
Cash Flow Hedges of Interest Rate Risk | ' | ' | ' |
Derivative, Number of Instruments Held | 5 | ' | ' |
Maximum | Fifth Third | ' | ' | ' |
Cash Flow Hedges of Interest Rate Risk | ' | ' | ' |
Notional Amount | 318,800,000 | ' | ' |
Minimum | Fifth Third | ' | ' | ' |
Cash Flow Hedges of Interest Rate Risk | ' | ' | ' |
Notional Amount | $262,500,000 | ' | ' |
CONTROLLING_AND_NONCONTROLLING2
CONTROLLING AND NON-CONTROLLING INTERESTS IN VANTIV HOLDING (Details) (USD $) | 12 Months Ended | 12 Months Ended | 1 Months Ended | 12 Months Ended | 12 Months Ended | 12 Months Ended | 12 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | 1 Months Ended | ||||||||||||||||||||||||||||||||||||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Mar. 21, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Mar. 21, 2012 | Jun. 30, 2009 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2010 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Mar. 21, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2010 | Dec. 31, 2013 | Jun. 30, 2009 | Jun. 30, 2009 | Jun. 30, 2009 | |||||||||
Vantiv, Inc. | Vantiv, Inc. | Vantiv, Inc. | Common Stock | Warrant | Vantiv, Inc. | Vantiv, Inc. | Vantiv Holding | Vantiv Holding | Vantiv Holding | Vantiv Holding | Vantiv Holding | Vantiv Holding | Class A Common Stock | Class A Common Stock | Class A Common Stock | Class A Common Stock | Class A Common Stock | Class A Common Stock | Class A Common Stock | Class A Common Stock | Class A Common Stock | Class A Common Stock | Class A Common Stock | Class A Common Stock | Class B Common Stock | Class B Common Stock | Class B Common Stock | Class B Common Stock | Class B Common Stock | Class B Common Stock | Class B Common Stock | Class C Non-Voting Units | Minimum | Maximum | |||||||||||||
Fifth Third | Fifth Third | Fifth Third | JPDN | Common Stock | Common Stock | Common Stock | Vantiv, Inc. | Vantiv, Inc. | Vantiv Holding | Vantiv Holding | Vantiv Holding | Vantiv Holding | Vantiv Holding | Common Stock | Common Stock | Common Stock | Common Stock | Vantiv Holding | Vantiv Holding | Warrant | Warrant | ||||||||||||||||||||||||||
Fifth Third | Fifth Third | Fifth Third | Fifth Third | Warrant | Fifth Third | Fifth Third | |||||||||||||||||||||||||||||||||||||||||
Fifth Third | |||||||||||||||||||||||||||||||||||||||||||||||
Controlling and non-controlling interests in Vantiv Holding | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||
Conversion ratio for conversion of units into common stock | ' | ' | ' | 1 | ' | ' | ' | 1 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||
Changes in units and related ownership interest | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||
Balance (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | 50,930,455 | ' | 212,462,816 | 100,000,000 | ' | 48,933,182 | ' | 136,363 | 141,758,681 | 142,243,680 | 142,244,000 | 89,516,000 | 89,516,000 | ' | ' | ' | ' | ' | ' | ' | 48,822,826 | 70,219,136 | 48,823,000 | 70,219,000 | 0 | 0 | 48,822,826 | ' | ' | ' | ||||||||
Opening percentage of ownership by parent | ' | ' | ' | ' | ' | ' | ' | ' | ' | 50.93% | 74.38% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||
Opening percentage of ownership, non-controlling interest | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 48.93% | 25.62% | 0.14% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||
Recapitalization Transactions [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||
Incremental units as a result of split (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | 38,585,162 | ' | ' | 75,760,489 | ' | 37,072,018 | ' | 103,309 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||
JPDN exchange of units for Class A common stock (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -239,672 | ' | ' | ' | ' | ' | ' | -239,672 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||
IPO Transactions [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||
Issuance of Class A common stock to public (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 31,498,064 | ' | 29,412,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||
Purchase of shares in subsidiary by the entity (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -2,086,064 | ' | -2,086,064 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||
Issuance of Class A common stock under equity plan (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 8,716,000 | ' | ' | 8,716,141 | ' | 8,716,141 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||
Current year transactions: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||
Issuance of Class A common stock in connection with secondary offering (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -21,396,310 | -13,700,000 | ' | ' | ' | -21,396,310 | -13,700,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||
Stock Repurchased and Retired During Period, Shares | -17,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -20,904,000 | ' | ' | -20,903,669 | ' | -20,903,669 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||
Equity plan activity (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | -1,425,814 | [1] | -977,640 | [1] | -977,640 | [1] | -1,425,814 | [1] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||
Balance (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | 142,243,680 | ' | 190,581,507 | 212,462,816 | 100,000,000 | 70,219,136 | ' | ' | 141,758,681 | 142,243,680 | 141,759,000 | 142,244,000 | 89,516,000 | 141,758,681 | ' | ' | ' | ' | ' | ' | 48,822,826 | 70,219,136 | 48,823,000 | 70,219,000 | 0 | 0 | 48,822,826 | ' | ' | ' | ||||||||
Closing percentage of ownership by parent | ' | ' | ' | ' | ' | ' | ' | ' | ' | 66.95% | 74.38% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||
Closing percentage of ownership, non-controlling interest | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 33.05% | 25.62% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||
Adjustment to net assets attributable to non-controlling interest as a result of change in ownership interest | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $260,200,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||
Net income | 208,140,000 | 110,758,000 | 84,810,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||
Items not allocable to non-controlling interests: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||
Miscellaneous expenses | ' | ' | ' | ' | 0 | [2] | 0 | [2] | 861,000 | [2] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||||
Vantiv, Inc. income tax expense | 83,760,000 | 46,853,000 | 32,309,000 | ' | 58,520,000 | [3] | 21,274,000 | [3] | 13,310,000 | [3] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||||
Net income attributable to Vantiv Holding | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 266,660,000 | 132,032,000 | 98,981,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||
Net income attributable to non-controlling interests | 74,568,000 | 53,148,000 | 48,570,000 | ' | ' | ' | ' | ' | ' | ' | ' | 74,568,000 | [4] | 53,148,000 | [4] | 48,570,000 | [4] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||||
Warrants issued | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 20,400,000 | ' | ' | ||||||||
Price per unit minus exercise price threshold restriction | ' | ' | ' | ' | ' | ' | ' | ' | $0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||
Warrant price (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | $15.98 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||
Warrant fair value | ' | ' | ' | ' | ' | ' | ' | ' | $65,400,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||
Expected terms | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '10 years | '20 years | ||||||||
Expected volatilities | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 37.50% | 44.40% | ||||||||
Risk free rates | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4.03% | 4.33% | ||||||||
Expected dividend rate | ' | ' | ' | ' | ' | ' | ' | ' | 0.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||
[1] | Includes repurchase of Class A common stock to satisfy employee tax withholding obligations, forfeitures of restricted Class A common stock awards and the conversion of restricted stock units to Class A common stock. | ||||||||||||||||||||||||||||||||||||||||||||||
[2] | Represents miscellaneous expenses incurred by Vantiv, Inc., primarily consisting of losses associated with the put rights received in conjunction with the separation from Fifth Third in 2009. | ||||||||||||||||||||||||||||||||||||||||||||||
[3] | Represents income tax expense related to Vantiv, Inc. | ||||||||||||||||||||||||||||||||||||||||||||||
[4] | 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. |
COMMITMENTS_CONTINGENCIES_AND_2
COMMITMENTS, CONTINGENCIES AND GUARANTEES (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Future minimum commitments under non-cancelable operating leases | ' | ' | ' |
2014 | $5,455,000 | ' | ' |
2015 | 3,601,000 | ' | ' |
2016 | 2,356,000 | ' | ' |
2017 | 1,695,000 | ' | ' |
2018 | 1,337,000 | ' | ' |
Thereafter | 9,404,000 | ' | ' |
Total | 23,848,000 | ' | ' |
Rent expense | $7,000,000 | $6,600,000 | $9,800,000 |
EMPLOYEE_BENEFIT_PLANS_Details
EMPLOYEE BENEFIT PLANS (Details) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Compensation and Retirement Disclosure [Abstract] | ' | ' | ' |
Expenses associated with the defined contribution savings plan | $5.90 | $4.50 | $3.60 |
CAPITAL_STOCK_Details
CAPITAL STOCK (Details) (USD $) | 1 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | ||||||||||
Oct. 22, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Mar. 21, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Mar. 21, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2013 | Mar. 21, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2013 | |
Vantiv Holding | Vantiv Holding | Vantiv Holding | Class A Common Stock | Class A Common Stock | Class A Common Stock | Class A Common Stock | Class A Common Stock | Class B Common Stock | Class B Common Stock | Class B Common Stock | Class B Common Stock | October 2013 Authorized Share Repurchase Program [Member] | |||||
Vantiv Holding | Capital Unit, Class B | Maximum | |||||||||||||||
Vantiv Holding | |||||||||||||||||
Common Stock | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Authorized common stock (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | 890,000,000 | 890,000,000 | ' | ' | ' | 100,000,000 | 100,000,000 | ' | ' |
Common stock, par value (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | $0.00 | $0.00 | ' | ' | ' | ' | ' | ' | ' |
Number of votes per share to which holders are entitled on all matters submitted to a vote | ' | ' | ' | ' | ' | ' | ' | ' | 1 | ' | ' | ' | ' | ' | ' | ' | ' |
Voting power as percentage of total voting power | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 18.50% | ' |
Conversion ratio for conversion of units into common stock | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1 | ' | ' | ' | ' | ' |
Aggregate number of common stock issued and sold in public in IPO (in shares) | ' | ' | ' | ' | ' | ' | ' | 33,823,800 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock issued to underwriters under an over-allotment option (in shares) | ' | ' | ' | ' | ' | ' | ' | 4,411,800 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Issue price (in dollars per share) | ' | ' | ' | $17 | ' | ' | ' | $17 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of common stock issued and sold in public in IPO (in shares) | ' | ' | ' | ' | ' | ' | ' | 29,412,000 | ' | ' | ' | ' | 86,005,200 | ' | ' | ' | ' |
Common stock, shares outstanding (in shares) | ' | ' | ' | ' | 190,581,507 | 212,462,816 | 100,000,000 | ' | 141,758,681 | 142,243,680 | ' | ' | ' | 48,822,826 | 70,219,136 | ' | ' |
Stock Repurchase Program, Authorized Amount | $137,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock Repurchased and Retired During Period, Shares | ' | 17,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | 20,903,669 | ' | ' | ' | ' | ' | 3,500,000 |
Stock Repurchased and Retired During Period, Value | ' | $503,225,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $103,000,000 |
Preferred Stock | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Authorized preferred stock (in shares) | ' | 10,000,000 | 10,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Preferred stock par value (in dollars per share) | ' | $0.00 | $0.00 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Preferred stock, shares outstanding (in shares) | ' | 0 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
SHAREBASED_COMPENSATION_PLANS_1
SHARE-BASED COMPENSATION PLANS SHARE-BASED COMPENSATION PLANS- NON-VESTED TIME AWARDS (Details) (USD $) | 12 Months Ended | 12 Months Ended | ||||
In Millions, except Share data, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2011 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | Jun. 30, 2009 |
Time Awards | Time Awards | Performance Awards | Phantom Equity Plan | Phantom Equity Plan | Phantom Equity Plan | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | ' | ' | ' | ' | ' | ' |
Non-vested beginning of period | ' | 7,669,121 | ' | ' | ' | ' |
Grants in Period | ' | 1,156,479 | ' | ' | ' | ' |
Vested in Period | ' | 0 | ' | ' | ' | ' |
Forfeited in Period | ' | -94,324 | ' | ' | -92,274 | ' |
Non-vested end of period | ' | 8,731,276 | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | ' | ' | ' | ' | ' | ' |
Non-vested beginning of period, Weighted Average Grant Date Fair Value | ' | $3.74 | ' | ' | ' | ' |
Grants in Period, Weighted Average Grant Date Fair Value | ' | $3.68 | ' | ' | ' | ' |
Vested in Period, Weighted Average Grant Date Fair Value | ' | $0 | ' | ' | ' | ' |
Forfeitures, Weighted Average Grant Date Fair Value | ' | $3.74 | ' | ' | ' | ' |
Non-vested end of period, Weighted Average Grant Date Fair Value | ' | $3.97 | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract] | ' | ' | ' | ' | ' | ' |
Fair Value Assumptions, Expected Term | ' | '7 years | ' | ' | ' | ' |
Fair Value Assumptions, Expected Volatility Rate | ' | 35.00% | ' | ' | ' | ' |
Fair Value Assumptions, Expected Dividend Rate | ' | 0.00% | ' | ' | ' | ' |
Fair Value Assumptions, Risk Free Interest Rate | ' | 2.60% | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Additional Disclosures [Abstract] | ' | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | ' | ' | ' | ' | ' | 15,300,000 |
Share-based Compensation Arrangement by Share-based Payment Award, Award Requisite Service Period | '7 years | ' | ' | '7 years | ' | ' |
Share Based Compensation Arrangement by Share Based Payment Award, Equity Instruments other than Options Nonvested Value | ' | ' | $17.10 | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | ' | ' | ' | '5 years | ' | ' |
SHAREBASED_COMPENSATION_PLANS_2
SHARE-BASED COMPENSATION PLANS SHARE-BASED COMPENSATION PLANS- RESTRICTED STOCK (Details) (USD $) | Mar. 21, 2012 | Dec. 31, 2013 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Mar. 21, 2012 | Mar. 31, 2012 | Dec. 31, 2012 |
Time Awards | Time Awards | Time Awards | Unvested Time Awards | Performance Awards | Performance Awards | Performance Awards | Class A Common Stock | Class A Common Stock | Class A Common Stock | ||
Equity Incentive Plan 2012 | Equity Incentive Plan 2012 | Restricted Stock | Equity Incentive Plan 2012 | Equity Incentive Plan 2012 | Equity Incentive Plan 2012 | Vested Time Awards | |||||
Restricted Stock | Restricted Stock | Restricted Stock | Restricted Stock | Equity Incentive Plan 2012 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Non-vested beginning of period | ' | ' | 7,669,121 | 1,994,949 | ' | ' | 3,342,811 | ' | ' | ' | ' |
Vested in Period | ' | ' | 0 | 868,841 | ' | ' | 1,110,395 | ' | ' | ' | ' |
Forfeited in Period | ' | ' | 94,324 | 176,019 | ' | ' | 176,602 | ' | ' | ' | ' |
Non-vested end of period | ' | ' | 8,731,276 | 950,089 | ' | ' | 2,055,814 | 3,342,811 | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Non-vested beginning of period, Weighted Average Grant Date Fair Value | ' | ' | $3.74 | $4.04 | ' | ' | $17 | ' | ' | ' | ' |
Vested in Period, Weighted Average Grant Date Fair Value | ' | ' | $0 | $4.04 | ' | ' | $17 | ' | ' | ' | ' |
Forfeitures, Weighted Average Grant Date Fair Value | ' | ' | $3.74 | $3.99 | ' | ' | $17 | ' | ' | ' | ' |
Non-vested end of period, Weighted Average Grant Date Fair Value | ' | ' | $3.97 | $4.02 | ' | ' | $17 | $17 | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Additional Disclosures [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | ' | ' | ' | ' | ' | ' | ' | ' | ' | 35,500,000 | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Shares Issued in Period | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,381,135 |
Grants in Period | ' | ' | 1,156,479 | ' | 3,073,118 | ' | ' | 3,560,223 | ' | ' | ' |
Issue price (in dollars per share) | $17 | ' | ' | ' | ' | ' | ' | ' | $17 | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Award Requisite Service Period | ' | '7 years | ' | ' | ' | '3 years | ' | ' | ' | ' | ' |
SHAREBASED_COMPENSATION_PLANS_3
SHARE-BASED COMPENSATION PLANS SHARE-BASED COMPENSATION PLANS- RESTRICTED STOCK UNITS (Details) (Restricted Stock Units (RSUs), USD $) | 12 Months Ended | 0 Months Ended | 12 Months Ended | |||
Dec. 31, 2013 | Dec. 31, 2013 | Mar. 21, 2012 | Mar. 21, 2012 | Dec. 31, 2013 | Dec. 31, 2013 | |
Equity Incentive Plan 2012 | Board of Directors | Active Employees | Minimum | Maximum | ||
Equity Incentive Plan 2012 | Equity Incentive Plan 2012 | Active Employees | Active Employees | |||
employee | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | ' | ' | ' | ' | ' | ' |
Non-vested beginning of period | 299,826 | ' | ' | ' | ' | ' |
Grants in Period | 556,321 | ' | 74,110 | 231,100 | ' | ' |
Vested in Period | 3,419 | ' | ' | ' | ' | ' |
Forfeited in Period | 50,584 | ' | ' | ' | ' | ' |
Non-vested end of period | 802,144 | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | ' | ' | ' | ' | ' | ' |
Non-vested beginning of period, Weighted Average Grant Date Fair Value | ' | $17.87 | ' | ' | ' | ' |
Grants in Period, Weighted Average Grant Date Fair Value | ' | $24.83 | ' | ' | ' | ' |
Vested in Period, Weighted Average Grant Date Fair Value | ' | $20.51 | ' | ' | ' | ' |
Forfeitures, Weighted Average Grant Date Fair Value | ' | $18.73 | ' | ' | ' | ' |
Non-vested end of period, Weighted Average Grant Date Fair Value | ' | $22.63 | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Additional Disclosures [Abstract] | ' | ' | ' | ' | ' | ' |
Share Based Compensation Arrangement by Share Based Payment Award, Number of Employees to whom Awards, Issued | ' | ' | ' | 2,311 | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Maximum Number of Shares Per Employee | ' | ' | ' | 100 | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | ' | ' | '1 year | ' | '3 years | '4 years |
SHAREBASED_COMPENSATION_PLANS_4
SHARE-BASED COMPENSATION PLANS SHARE-BASED COMPENSATION PLANS- STOCK OPTIONS (Details) (USD $) | 12 Months Ended |
In Thousands, except Share data, unless otherwise specified | Dec. 31, 2013 |
Employee Stock Option | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract] | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | '10 years |
Equity Incentive Plan 2012 | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | ' |
Options, Grants in Period | 659,938 |
Equity Incentive Plan 2012 | Employee Stock Option | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | ' |
Options outstanding beginning of period | 0 |
Options, Grants in Period | 659,938 |
Options, Exercises in Period | 0 |
Options, Expirations in Period | 0 |
Options, Forfeitures in Period | -10,325 |
Options outstanding end of period | 649,613 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract] | ' |
Options, Grants in Period, Weighted Average Grant Date Fair Value | 7.1 |
Options, Nonvested Options Forfeited, Weighted Average Grant Date Fair Value | 7.1 |
Options, Nonvested, Weighted Average Grant Date Fair Value | 7.1 |
Options, Outstanding, Weighted Average Remaining Contractual Term | '9 years 1 month 27 days |
Options, Outstanding, Intrinsic Value | 6,925 |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract] | ' |
Fair Value Assumptions, Expected Term | '6 years 3 months |
Fair Value Assumptions, Expected Volatility Rate | 30.60% |
Fair Value Assumptions, Expected Dividend Rate | 0.00% |
Fair Value Assumptions, Risk Free Interest Rate | 1.15% |
Four annual increments [Member] | Equity Incentive Plan 2012 | Employee Stock Option | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract] | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percent | 25.00% |
SHAREBASED_COMPENSATION_PLANS_5
SHARE-BASED COMPENSATION PLANS SHARE-BASED COMPENSATION PLANS- PERFORMANCE SHARE UNITS (Details) (USD $) | 12 Months Ended | 3 Months Ended | |||||||
In Millions, except Share data, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Mar. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 |
Equity Incentive Plan 2012 | Performance awards financial based performance goals | Performance awards non-financial based performance goals [Member] | Performance awards financial based performance goals | Vesting Awards 2015 | Vesting Awards 2016 | ||||
Performance Shares | Equity Incentive Plan 2012 | Equity Incentive Plan 2012 | Equity Incentive Plan 2012 | Equity Incentive Plan 2012 | Equity Incentive Plan 2012 | ||||
Performance Shares | Performance Shares | Performance Shares | Performance Shares | Performance Shares | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Non-vested beginning of period | ' | ' | ' | 0 | ' | ' | ' | ' | ' |
Grants in Period | ' | ' | ' | 433,830 | 62,962 | 157,419 | 213,449 | ' | ' |
Vested in Period | ' | ' | ' | 0 | ' | ' | ' | ' | ' |
Forfeited in Period | ' | ' | ' | 3,340 | ' | ' | ' | ' | ' |
Non-vested end of period | ' | ' | ' | 430,490 | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Non-vested beginning of period, Weighted Average Grant Date Fair Value | ' | ' | ' | $0 | ' | ' | ' | ' | ' |
Grants in Period, Weighted Average Grant Date Fair Value | ' | ' | ' | $26.93 | ' | ' | ' | ' | ' |
Vested in Period, Weighted Average Grant Date Fair Value | ' | ' | ' | $0 | ' | ' | ' | ' | ' |
Forfeitures, Weighted Average Grant Date Fair Value | ' | ' | ' | $21.95 | ' | ' | ' | ' | ' |
Non-vested end of period, Weighted Average Grant Date Fair Value | ' | ' | ' | $26.97 | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Additional Disclosures [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Grants in Period | ' | ' | ' | 433,830 | 62,962 | 157,419 | 213,449 | ' | ' |
Performance Share Units Minimum Number of Shares Authorized to Award | ' | ' | ' | 0.00% | ' | ' | ' | ' | ' |
Performance Share Units Maximum Number of Shares Authorized to Award | ' | ' | ' | 200.00% | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percent | ' | ' | ' | ' | ' | ' | ' | 50.00% | 50.00% |
Allocated Share-based Compensation Expense | $29.70 | $33.40 | $3 | ' | ' | ' | ' | ' | ' |
Employee Service Share-based Compensation, Tax Benefit from Compensation Expense | 8.5 | 9.9 | 0.8 | ' | ' | ' | ' | ' | ' |
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized | $53.90 | ' | ' | ' | ' | ' | ' | ' | ' |
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | '1 year 10 months 16 days | ' | ' | ' | ' | ' | ' | ' | ' |
INCOME_TAXES_Details
INCOME TAXES (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Current income tax expense: | ' | ' | ' |
U.S. income taxes | $48,494 | $40,747 | ($1,462) |
State and local income taxes | 3,926 | 5,754 | 2,638 |
Total current tax expense | 52,420 | 46,501 | 1,176 |
Deferred income tax expense: | ' | ' | ' |
U.S. income taxes | 30,264 | 366 | 30,997 |
State and local income taxes | 1,076 | -14 | 136 |
Total deferred tax expense | 31,340 | 352 | 31,133 |
Applicable income tax expense | 83,760 | 46,853 | 32,309 |
Reconciliation of the U.S. income tax rate and the Company's effective tax rate | ' | ' | ' |
Federal statutory tax rate | 35.00% | 35.00% | 35.00% |
State taxes-net of federal benefit | 2.70% | 3.10% | 4.10% |
Change in state and local tax law | 0.00% | -0.20% | -1.30% |
Non-controlling interest | -8.50% | -8.40% | -11.00% |
Other-net | -0.50% | 0.20% | 0.30% |
Effective tax rate | 28.70% | 29.70% | 27.10% |
Deferred tax assets | ' | ' | ' |
Net operating losses | 24,001 | 30,764 | ' |
Employee benefits | 126 | 40 | ' |
Other assets | 760 | 217 | ' |
Other accruals and reserves | 2,922 | 748 | ' |
Partnership basis | 363,514 | 141,892 | ' |
Deferred tax assets | 391,323 | 173,661 | ' |
Deferred tax liabilities | ' | ' | ' |
Property and equipment | -5,925 | -1,723 | ' |
Goodwill and intangible assets | -52,606 | -32,278 | ' |
Deferred tax liability | -58,531 | -34,001 | ' |
Deferred tax asset-net | $332,792 | $139,660 | ' |
INCOME_TAXES_Narrative_Details
INCOME TAXES - Narrative (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Operating Loss Carryforwards [Line Items] | ' | ' |
Tax Receivable Agreement Liability Recorded | $329,400,000 | $154,000,000 |
Deferred tax assets attributable to exchange of units of subsidiary | 235,900,000 | 138,000,000 |
Internal Revenue Service (IRS) | ' | ' |
Operating Loss Carryforwards [Line Items] | ' | ' |
Tax loss carryforwards | 66,700,000 | ' |
State and Local Jurisdiction | ' | ' |
Operating Loss Carryforwards [Line Items] | ' | ' |
Tax loss carryforwards | 5,400,000 | ' |
Income tax receivable | 4,500,000 | 4,200,000 |
Fifth Third and JPDN | ' | ' |
Operating Loss Carryforwards [Line Items] | ' | ' |
Tax Receivable Agreement Liability Recorded | ' | $166,800,000 |
FAIR_VALUE_MEASUREMENTS_Detail
FAIR VALUE MEASUREMENTS (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Assets: | ' | ' |
Interest Rate Cash Flow Hedge Asset at Fair Value | $4,545 | $0 |
Liabilities: | ' | ' |
Interest Rate Cash Flow Hedge Liability at Fair Value | 3,728 | 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 | 4,545 | 0 |
Liabilities: | ' | ' |
Interest Rate Cash Flow Hedge Liability at Fair Value | 3,728 | 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_Detail1
FAIR VALUE MEASUREMENTS (Details 2) (Non-recurring basis, USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Carrying Amount | ' | ' |
Assets: | ' | ' |
Cash and cash equivalents | $171,427 | $67,058 |
Liabilites: | ' | ' |
Note payable | 1,811,250 | 1,256,105 |
Fair Value | ' | ' |
Assets: | ' | ' |
Cash and cash equivalents | 171,427 | 67,058 |
Liabilites: | ' | ' |
Note payable | $1,815,459 | $1,262,945 |
NET_INCOME_PER_SHARE_Narrative
NET INCOME PER SHARE (Narrative) (Details) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | |
Performance Share Units | Class B Common Stock | Class B Common Stock | |
Earnings Per Share [Abstract] | ' | ' | ' |
Common Stock, Shares, Outstanding | ' | 48,822,826 | 70,219,136 |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' | ' |
Number of shares attributable to conversion of performance share units into shares of Class A common stock excluded from computation of diluted EPS (in shares) | 430,490 | ' | ' |
NET_INCOME_PER_SHARE_Details
NET INCOME PER SHARE (Details) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, except Share data, unless otherwise specified | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2012 | Jun. 30, 2012 | Mar. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Basic: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net income attributable to Vantiv, Inc. | $42,834 | $35,711 | $28,908 | $26,119 | $28,754 | $24,264 | $22,956 | ($18,364) | $133,572 | $57,610 | $36,240 |
Shares used in computing basic net income per share: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Basic net income per share (in dollars per share) | $0.30 | $0.26 | $0.21 | $0.19 | $0.23 | $0.20 | $0.19 | ($0.20) | ' | ' | ' |
Diluted: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Consolidated income before applicable income taxes | ' | ' | ' | ' | ' | ' | ' | ' | 291,900 | 157,611 | 117,119 |
Income tax expense excluding impact of non-controlling interest | ' | ' | ' | ' | ' | ' | ' | ' | 112,382 | ' | ' |
Shares used in computing diluted net income per share: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Diluted net income per share (in dollars per share) | $0.26 | $0.24 | $0.20 | $0.18 | $0.22 | $0.19 | $0.18 | ($0.38) | ' | ' | ' |
Class A Common Stock | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Shares used in computing basic net income per share: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Weighted-average Class A common shares (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | 138,836,314 | 116,258,204 | 89,515,617 |
Basic net income per share (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | $0.96 | $0.50 | $0.40 |
Diluted: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net income attributable to Vantiv, Inc. | ' | ' | ' | ' | ' | ' | ' | ' | $179,518 | $57,610 | $36,240 |
Shares used in computing diluted net income per share: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Weighted-average Class A common shares (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | 138,836,314 | 116,258,204 | 89,515,617 |
Warrant (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | 7,522,801 | 4,935,301 | 0 |
Diluted weighted-average shares outstanding (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | 206,027,557 | 122,747,362 | 89,515,617 |
Diluted net income per share (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | $0.87 | $0.47 | $0.40 |
Class A Common Stock | Restricted Stock | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Shares used in computing diluted net income per share: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Class A common stock equivalents included in the computation of diluted net income per share | ' | ' | ' | ' | ' | ' | ' | ' | 1,751,816 | 1,553,857 | 0 |
Class A Common Stock | Employee Stock Option | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Shares used in computing diluted net income per share: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Class A common stock equivalents included in the computation of diluted net income per share | ' | ' | ' | ' | ' | ' | ' | ' | 10,034 | 0 | 0 |
Class B Common Stock | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Shares used in computing diluted net income per share: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Weighted-average Class A common shares (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | 57,906,592 | ' | ' |
ACCUMULATED_OTHER_COMPREHENSIV2
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) (Details) (USD $) | 12 Months Ended | ||||||||||||||||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2010 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2010 |
Non-Controlling Interests | Non-Controlling Interests | Non-Controlling Interests | Vantiv, Inc. | Vantiv, Inc. | Vantiv, Inc. | Accumulated Net Gain (Loss) from Cash Flow Hedges | Accumulated Net Gain (Loss) from Cash Flow Hedges | Accumulated Net Gain (Loss) from Cash Flow Hedges | Accumulated Net Gain (Loss) from Cash Flow Hedges | Reclassification out of Accumulated Other Comprehensive Income [Member] | Reclassification out of Accumulated Other Comprehensive Income [Member] | Reclassification out of Accumulated Other Comprehensive Income [Member] | Reclassification out of Accumulated Other Comprehensive Income [Member] | ||||
Accumulated Other Comprehensive Income (Loss), Net of Tax | $0 | ($9,514) | $0 | ' | ' | ' | ' | ' | ' | ($5) | $0 | ($11,849) | $0 | $269 | $0 | $2,335 | $0 |
Other Comprehensive Income (Loss), Unrealized Gain (Loss) on Derivatives Arising During Period, before Tax | 244 | ' | -36,643 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Other Comprehensive Income (Loss), Unrealized Gain (Loss) on Derivatives Arising During Period, Tax | 3 | ' | 6,842 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Unrealized gain (loss) on cash flow hedges | 247 | ' | -29,801 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Other Comprehensive Income (Loss), Unrealized Gain (Loss), Net of Tax | ' | ' | ' | -252 | ' | 17,952 | -5 | ' | -11,849 | ' | ' | ' | ' | ' | ' | ' | ' |
Other Comprehensive Income (Loss), Reclassification Adjustment from AOCI on Derivatives, before Tax | 573 | 29,424 | 7,219 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Other Comprehensive Income (Loss), Reclassification Adjustment from AOCI on Derivatives, Tax | -157 | -5,495 | -1,347 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Cash flow hedge reclassification adjustment | 416 | 23,929 | 5,872 | ' | 14,415 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Other Comprehensive Income (Loss) Reclassification Adjustment, Net of Tax | ' | ' | ' | -147 | -14,415 | -3,537 | 269 | 9,514 | 2,335 | ' | ' | ' | ' | ' | ' | ' | ' |
Pretax activity | 817 | 29,424 | -29,424 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Tax effect | -154 | -5,495 | 5,495 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net activity | 663 | 23,929 | -23,929 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Comprehensive (Income) Loss, Net of Tax, Attributable to Noncontrolling Interest | -74,967 | -67,563 | -34,155 | -399 | -14,415 | 14,415 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Comprehensive income attributable to Vantiv, Inc. | 133,836 | 67,124 | 26,726 | ' | ' | ' | 264 | 9,514 | -9,514 | ' | ' | ' | ' | ' | ' | ' | ' |
Accumulated Other Comprehensive Income (Loss), Net of Tax | $264 | $0 | ($9,514) | ' | ' | ' | ' | ' | ' | ($5) | $0 | ($11,849) | $0 | $269 | $0 | $2,335 | $0 |
RELATED_PARTY_TRANSACTIONS_Det
RELATED PARTY TRANSACTIONS (Details) (USD $) | 12 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | ||||||||||||||||||||||||||||||
In Millions, except Share data, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Jul. 02, 2009 | Jul. 02, 2009 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2010 | Dec. 31, 2009 |
Fifth Third | Fifth Third | Fifth Third | Vantiv Holding | Vantiv Holding | Vantiv Holding | Vantiv Holding | Vantiv Holding | Vantiv Holding | Class B Common Stock | Class B Common Stock | Class B Common Stock | Maximum | Commitment Fees | Commitment Fees | Commitment Fees | Master Lease Agreement | Master Sublease Agreement | Master Lease Agreement / Master Sublease Agreement | Master Lease Agreement / Master Sublease Agreement | Master Lease Agreement / Master Sublease Agreement | Referral Agreement | Referral Agreement | Referral Agreement | Clearing Settlement and Sponsorship Agreement and Treasury Management Agreement | Clearing Settlement and Sponsorship Agreement and Treasury Management Agreement | Clearing Settlement and Sponsorship Agreement and Treasury Management Agreement | Transition Services Agreement | Transition Services Agreement | Transition Services Agreement | Management Agreement | Management Agreement | Management Agreement | Management Agreement | |
Fifth Third | Fifth Third | Fifth Third | Vantiv Holding | Class B Common Stock | Fifth Third | Fifth Third | Fifth Third | Fifth Third | Fifth Third | Fifth Third | Fifth Third | Fifth Third | Fifth Third | Fifth Third | Fifth Third | Fifth Third | Fifth Third | Fifth Third | Fifth Third | Fifth Third | Fifth Third | Advent | Advent | Advent | Advent | |||||||||
Fifth Third | ||||||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common Stock, Shares, Outstanding | ' | ' | ' | 190,581,507 | 212,462,816 | 100,000,000 | ' | 70,219,136 | 48,933,182 | 48,822,826 | 70,219,136 | 48,822,826 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Voting power as percentage of total voting power | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 18.50% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Ownership percentage by noncontrolling owners | ' | ' | ' | ' | ' | ' | 25.62% | 33.05% | 48.93% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Interest expense | $7.30 | $10.20 | $18.40 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Term of agreement with related party | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '5 years | '5 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Cost of services received | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0.3 | 0.4 | 0.3 | ' | ' | 3.6 | 3.7 | 6.8 | 0.4 | 0.5 | 0.2 | 2.2 | 1.4 | 1.2 | 0.5 | 1.1 | 23.2 | ' | ' | ' | ' |
Payments to related party | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1 | 1 | ' | ' |
Deposits held with related party | 146.3 | 21.3 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Interest income on deposit | 1.4 | 0.9 | 0.7 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Amount due under agreement in year one | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0.5 |
Amount due under agreement annually after year one | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $1 | ' |
SEGMENT_INFORMATION_Details
SEGMENT INFORMATION (Details) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2012 | Jun. 30, 2012 | Mar. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Result of operation for each segment | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total revenue | $558,355 | $532,347 | $519,409 | $497,966 | $494,092 | $466,736 | $469,622 | $432,789 | $2,108,077 | $1,863,239 | $1,622,421 |
Network fees and other costs | 249,733 | 238,141 | 222,502 | 225,065 | 222,906 | 208,239 | 209,244 | 200,208 | 935,441 | 840,597 | 756,735 |
Sales and marketing | 80,081 | 79,551 | 76,436 | 75,976 | 68,042 | 69,313 | 70,532 | 72,757 | 312,044 | 280,644 | 236,917 |
Segment profit | ' | ' | ' | ' | ' | ' | ' | ' | 860,592 | 741,998 | 628,769 |
General Corporate/Other, Non-Segment | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Result of operation for each segment | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total revenue | ' | ' | ' | ' | ' | ' | ' | ' | 0 | 0 | 0 |
Network fees and other costs | ' | ' | ' | ' | ' | ' | ' | ' | 0 | 0 | 0 |
Sales and marketing | ' | ' | ' | ' | ' | ' | ' | ' | 0 | 0 | 1,809 |
Segment profit | ' | ' | ' | ' | ' | ' | ' | ' | 0 | 0 | -1,809 |
Merchant Services | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Result of operation for each segment | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total revenue | ' | ' | ' | ' | ' | ' | ' | ' | 1,639,157 | 1,409,158 | 1,185,253 |
Network fees and other costs | ' | ' | ' | ' | ' | ' | ' | ' | 801,463 | 709,341 | 620,852 |
Sales and marketing | ' | ' | ' | ' | ' | ' | ' | ' | 286,200 | 255,887 | 211,062 |
Segment profit | ' | ' | ' | ' | ' | ' | ' | ' | 551,494 | 443,930 | 353,339 |
Financial Institution Services | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Result of operation for each segment | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total revenue | ' | ' | ' | ' | ' | ' | ' | ' | 468,920 | 454,081 | 437,168 |
Network fees and other costs | ' | ' | ' | ' | ' | ' | ' | ' | 133,978 | 131,256 | 135,883 |
Sales and marketing | ' | ' | ' | ' | ' | ' | ' | ' | 25,844 | 24,757 | 24,046 |
Segment profit | ' | ' | ' | ' | ' | ' | ' | ' | $309,098 | $298,068 | $277,239 |
SEGMENT_INFORMATION_Details_2
SEGMENT INFORMATION (Details 2) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2012 | Jun. 30, 2012 | Mar. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Reconciliation of total segment profit to the company's (loss) income before applicable income taxes | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total segment profit | ' | ' | ' | ' | ' | ' | ' | ' | $860,592 | $741,998 | $628,769 |
Less: Other operating costs | -52,462 | -48,340 | -49,268 | -50,560 | -38,572 | -40,376 | -40,417 | -39,009 | -200,630 | -158,374 | -143,420 |
Less: General and administrative | -33,257 | -27,489 | -29,862 | -31,099 | -31,844 | -28,600 | -29,190 | -28,597 | -121,707 | -118,231 | -86,870 |
Less: Depreciation and amortization | ' | ' | ' | ' | ' | ' | ' | ' | -185,453 | -160,538 | -155,326 |
Less: Interest expense—net | ' | ' | ' | ' | ' | ' | ' | ' | -40,902 | -54,572 | -111,535 |
Less: Non-operating expenses | ' | ' | ' | ' | ' | ' | ' | ' | -20,000 | -92,672 | -14,499 |
Income before applicable income taxes | ' | ' | ' | ' | ' | ' | ' | ' | $291,900 | $157,611 | $117,119 |
QUARTERLY_CONSOLIDATED_RESULTS2
QUARTERLY CONSOLIDATED RESULTS OF OPERATIONS (UNAUDITED) (Details) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2012 | Jun. 30, 2012 | Mar. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Quarterly Financial Information Disclosure [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenue | $558,355 | $532,347 | $519,409 | $497,966 | $494,092 | $466,736 | $469,622 | $432,789 | $2,108,077 | $1,863,239 | $1,622,421 |
Network fees and other costs | 249,733 | 238,141 | 222,502 | 225,065 | 222,906 | 208,239 | 209,244 | 200,208 | 935,441 | 840,597 | 756,735 |
Net revenue | 308,622 | 294,206 | 296,907 | 272,901 | 271,186 | 258,497 | 260,378 | 232,581 | ' | ' | ' |
Sales and marketing | 80,081 | 79,551 | 76,436 | 75,976 | 68,042 | 69,313 | 70,532 | 72,757 | 312,044 | 280,644 | 236,917 |
Other operating costs | 52,462 | 48,340 | 49,268 | 50,560 | 38,572 | 40,376 | 40,417 | 39,009 | 200,630 | 158,374 | 143,420 |
General and administrative | 33,257 | 27,489 | 29,862 | 31,099 | 31,844 | 28,600 | 29,190 | 28,597 | 121,707 | 118,231 | 86,870 |
Depreciation and amortization | 49,025 | 48,604 | 44,528 | 43,296 | 41,357 | 40,618 | 39,667 | 38,895 | 185,453 | 160,538 | 155,326 |
Income from operations | 93,797 | 90,222 | 96,813 | 71,970 | 91,371 | 79,590 | 80,572 | 53,323 | 352,802 | 304,855 | 243,153 |
Net income (loss) attributable to Vantiv, Inc. | $42,834 | $35,711 | $28,908 | $26,119 | $28,754 | $24,264 | $22,956 | ($18,364) | $133,572 | $57,610 | $36,240 |
Net income per share attributable to Vantiv, Inc. Class A common stock: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Basic (in dollars per share) | $0.30 | $0.26 | $0.21 | $0.19 | $0.23 | $0.20 | $0.19 | ($0.20) | ' | ' | ' |
Diluted (in dollars per share) | $0.26 | $0.24 | $0.20 | $0.18 | $0.22 | $0.19 | $0.18 | ($0.38) | ' | ' | ' |
SUBSEQUENT_EVENT_Details
SUBSEQUENT EVENT (Details) (USD $) | 1 Months Ended | 12 Months Ended | |
In Millions, unless otherwise specified | Oct. 22, 2013 | Feb. 12, 2014 | Dec. 31, 2013 |
Subsequent Event | Subsequent Event | ||
Subsequent Event [Line Items] | ' | ' | ' |
Stock Repurchase Program, Authorized Amount | $137 | $300 | $137 |