DOCUMENT_AND_ENTITY_INFORMATIO
DOCUMENT AND ENTITY INFORMATION | 9 Months Ended |
Sep. 30, 2014 | |
Document and Entity Information [Line Items] | ' |
Entity Registrant Name | 'Vantiv, Inc. |
Entity Central Index Key | '0001533932 |
Document Type | '10-Q |
Document Period End Date | 30-Sep-14 |
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 | '2014 |
Document Fiscal Period Focus | 'Q3 |
Class A Common Stock | ' |
Document and Entity Information [Line Items] | ' |
Entity Common Stock, Shares Outstanding (in shares) | 146,130,327 |
Class B Common Stock | ' |
Document and Entity Information [Line Items] | ' |
Entity Common Stock, Shares Outstanding (in shares) | 43,042,826 |
CONSOLIDATED_STATEMENTS_OF_INC
CONSOLIDATED STATEMENTS OF INCOME (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 |
Revenue: | ' | ' | ' | ' |
External customers | $677,073 | $512,437 | $1,783,494 | $1,490,742 |
Related party revenues | 20,036 | 19,910 | 59,924 | 58,980 |
Total revenue | 697,109 | 532,347 | 1,843,418 | 1,549,722 |
Network fees and other costs | 316,592 | 238,141 | 843,030 | 685,708 |
Sales and marketing | 111,233 | 79,551 | 280,184 | 231,963 |
Other operating costs | 60,659 | 48,340 | 177,782 | 148,168 |
General and administrative | 45,422 | 27,489 | 126,580 | 88,450 |
Depreciation and amortization | 65,289 | 48,604 | 204,176 | 136,428 |
Income from operations | 97,914 | 90,222 | 211,666 | 259,005 |
Interest expense—net | -28,039 | -10,724 | -52,089 | -30,317 |
Non-operating expenses | -6,594 | 0 | -34,250 | -20,000 |
Income before applicable income taxes | 63,281 | 79,498 | 125,327 | 208,688 |
Income tax expense | 20,436 | 24,893 | 38,078 | 63,650 |
Net income | 42,845 | 54,605 | 87,249 | 145,038 |
Less: Net income attributable to non-controlling interests | -12,859 | -18,894 | -30,536 | -54,300 |
Net income attributable to Vantiv, Inc. | $29,986 | $35,711 | $56,713 | $90,738 |
Class A Common Stock | ' | ' | ' | ' |
Net income per share attributable to Vantiv, Inc. Class A common stock: | ' | ' | ' | ' |
Basic (in dollars per share) | $0.21 | $0.26 | $0.40 | $0.66 |
Diluted (in dollars per share) | $0.20 | $0.24 | $0.40 | $0.62 |
Shares used in computing net income per share of Class A common stock: | ' | ' | ' | ' |
Basic (in shares) | 144,632,010 | 139,968,417 | 141,127,560 | 138,142,146 |
Diluted (in shares) | 199,698,988 | 201,011,014 | 199,074,819 | 207,843,165 |
CONSOLIDATED_STATEMENTS_OF_COM
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 |
Statement of Comprehensive Income [Abstract] | ' | ' | ' | ' |
Net income | $42,845 | $54,605 | $87,249 | $145,038 |
Other comprehensive income, net of tax: | ' | ' | ' | ' |
Gain (loss) on cash flow hedges and other | 2,835 | -5,671 | -2,984 | 627 |
Comprehensive income | 45,680 | 48,934 | 84,265 | 145,665 |
Less: Comprehensive income attributable to non-controlling interests | -13,788 | -16,873 | -29,368 | -54,662 |
Comprehensive income attributable to Vantiv, Inc. | $31,892 | $32,061 | $54,897 | $91,003 |
CONSOLIDATED_STATEMENTS_OF_FIN
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Current assets: | ' | ' |
Cash and cash equivalents | $371,447 | $171,427 |
Accounts receivable—net | 529,441 | 472,196 |
Related party receivable | 6,017 | 5,155 |
Settlement assets | 116,694 | 127,144 |
Prepaid expenses | 29,670 | 18,059 |
Other | 12,571 | 13,932 |
Total current assets | 1,065,840 | 807,913 |
Customer incentives | 37,925 | 30,808 |
Property, equipment and software—net | 279,024 | 217,333 |
Intangible assets—net | 1,114,843 | 795,332 |
Goodwill | 3,272,907 | 1,943,613 |
Deferred taxes | 454,811 | 362,785 |
Other assets | 47,978 | 31,769 |
Total assets | 6,273,328 | 4,189,553 |
Current liabilities: | ' | ' |
Accounts payable and accrued expenses | 261,600 | 233,383 |
Related party payable | 3,201 | 2,381 |
Settlement obligations | 434,053 | 333,649 |
Current portion of note payable to related party | 10,353 | 17,621 |
Current portion of note payable | 106,148 | 74,879 |
Current portion of tax receivable agreement obligations to related parties | 23,333 | 8,639 |
Deferred income | 8,005 | 9,053 |
Current maturities of capital lease obligations | 8,118 | 4,326 |
Other | 5,242 | 1,382 |
Total current liabilities | 860,053 | 685,313 |
Long-term liabilities: | ' | ' |
Note payable to related party | 194,109 | 325,993 |
Note payable | 3,111,880 | 1,392,757 |
Tax receivable agreement obligations to related parties | 637,766 | 551,061 |
Tax receivable agreement obligations | 144,793 | 0 |
Capital lease obligations | 17,013 | 12,044 |
Deferred taxes | 43,053 | 37,963 |
Other | 21,437 | 8,100 |
Total long-term liabilities | 4,170,051 | 2,327,918 |
Total liabilities | 5,030,104 | 3,013,231 |
Commitments and contingencies (See Note 7 - Commitments, Contingencies and Guarantees) | ' | ' |
Equity: | ' | ' |
Preferred stock, $0.00001 par value; 10,000,000 shares authorized; no shares issued and outstanding | 0 | 0 |
Paid-in capital | 636,741 | 597,730 |
Retained earnings | 259,779 | 203,066 |
Accumulated other comprehensive (loss) income | -1,552 | 264 |
Treasury stock, at cost; 2,131,554 shares at September 30, 2014 and 1,606,664 shares at December 31, 2013 | -49,829 | -33,130 |
Total Vantiv, Inc. equity | 845,140 | 767,931 |
Non-controlling interests | 398,084 | 408,391 |
Total equity | 1,243,224 | 1,176,322 |
Total liabilities and equity | 6,273,328 | 4,189,553 |
Class A Common Stock | ' | ' |
Equity: | ' | ' |
Class A common stock, $0.00001 par value; 890,000,000 shares authorized; 146,130,327 shares outstanding at September 30, 2014; 141,758,681 shares outstanding at December 31, 2013, Class B common stock, no par value; 100,000,000 shares authorized; 43,042,826 shares issued and outstanding at September 30, 2014; 48,822,826 shares issued and outstanding at December 31, 2013 | 1 | 1 |
Class B Common Stock | ' | ' |
Equity: | ' | ' |
Class A common stock, $0.00001 par value; 890,000,000 shares authorized; 146,130,327 shares outstanding at September 30, 2014; 141,758,681 shares outstanding at December 31, 2013, Class B common stock, no par value; 100,000,000 shares authorized; 43,042,826 shares issued and outstanding at September 30, 2014; 48,822,826 shares issued and outstanding at December 31, 2013 | $0 | $0 |
CONSOLIDATED_STATEMENTS_OF_FIN1
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION (Parenthetical) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
Preferred stock, par value (in dollars per share) | 0.00001 | 0.00001 |
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) | 2,131,554 | 1,606,664 |
Class A Common Stock | ' | ' |
Common stock, par value (in dollars per share) | 0.00001 | 0.00001 |
Common stock, shares authorized (in shares) | 890,000,000 | 890,000,000 |
Common stock, shares outstanding (in shares) | 146,130,327 | 141,758,681 |
Class B Common Stock | ' | ' |
Common stock, shares authorized (in shares) | 100,000,000 | 100,000,000 |
Common stock, shares issued (in shares) | 43,042,826 | 48,822,826 |
Common stock, shares outstanding (in shares) | 43,042,826 | 48,822,826 |
CONSOLIDATED_STATEMENTS_OF_CAS
CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) | 9 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 |
Operating Activities: | ' | ' |
Net income | $87,249 | $145,038 |
Adjustments to reconcile net income to net cash provided by operating activities: | ' | ' |
Depreciation and amortization expense | 169,909 | 136,428 |
Write-off of intangible asset | 34,267 | 0 |
Amortization of customer incentives | 8,094 | 7,466 |
Amortization and write-off of debt issuance costs | 30,416 | 23,256 |
Share-based compensation expense | 30,797 | 21,352 |
Other non-cash items | 8,311 | 0 |
Change in operating assets and liabilities: | ' | ' |
Accounts receivable and related party receivable | -15,946 | 25,734 |
Net settlement assets and obligations | 109,402 | 13,910 |
Customer incentives | -11,581 | -10,548 |
Prepaid and other assets | -10,321 | -7,535 |
Accounts payable and accrued expenses | 22,628 | -14,508 |
Payable to related party | 733 | 1,038 |
Other liabilities | -1,161 | 132 |
Net cash provided by operating activities | 462,797 | 341,763 |
Investing Activities: | ' | ' |
Purchases of property and equipment | -76,984 | -46,970 |
Acquisition of customer portfolios and related assets | -27,399 | -6,555 |
Purchase of investments | -7,487 | -3,174 |
Cash used in acquisitions, net of cash acquired | -1,658,694 | -155,654 |
Net cash used in investing activities | -1,770,564 | -212,353 |
Financing Activities: | ' | ' |
Proceeds from issuance of long-term debt | 3,443,000 | 1,850,000 |
Repayment of debt and capital lease obligations | -1,838,906 | -1,280,366 |
Payment of debt issuance costs | -38,069 | -26,288 |
Proceeds from exercise of Class A common stock options | 2,774 | 0 |
Repurchase of Class A common stock | 34,366 | 400,592 |
Repurchase of Class A common stock (to satisfy tax withholding obligations) | 16,699 | 12,739 |
Payments under tax receivable agreements | -8,639 | 0 |
Tax benefit from employee share-based compensation | 11,845 | 6,754 |
Distribution to non-controlling interests | -13,153 | -28,978 |
Net cash provided by financing activities | 1,507,787 | 107,791 |
Net increase in cash and cash equivalents | 200,020 | 237,201 |
Cash and cash equivalents—Beginning of period | 171,427 | 67,058 |
Cash and cash equivalents—End of period | 371,447 | 304,259 |
Cash Payments: | ' | ' |
Interest | 44,611 | 28,141 |
Taxes | 18,422 | 43,041 |
Non-cash Items: | ' | ' |
Issuance of tax receivable agreements to related parties | 109,400 | 328,900 |
Issuance of tax receivable agreement as contingent consideration | $137,120 | $0 |
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, 2012 | $1,444,235 | ($17,906) | $766,337 | $69,494 | $0 | $626,309 | ' | $1 | ' | $0 |
Balance (in shares) at Dec. 31, 2012 | ' | 978,000 | ' | ' | ' | ' | ' | 142,244,000 | ' | 70,219,000 |
Increase (Decrease) in Stockholders' Equity | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net income | 145,038 | ' | ' | 90,738 | ' | 54,300 | ' | ' | ' | ' |
Issuance of Class A common stock under employee stock plans, net of forfeitures (in shares) | ' | ' | ' | ' | ' | ' | ' | 2,000 | ' | ' |
Tax benefit from employee share-based compensation | 6,754 | ' | 6,754 | ' | ' | ' | ' | ' | ' | ' |
Repurchase of Class A common stock (to satisfy tax withholding obligation) | -12,739 | -12,739 | ' | ' | ' | ' | ' | ' | ' | ' |
Repurchase of Class A common stock (to satisfy tax withholding obligation) (in shares) | ' | -568,000 | ' | ' | ' | ' | ' | -568,000 | ' | ' |
Issuance of Class A common stock and cancellation of Class B common stock in connection with secondary offering (in shares) | ' | ' | ' | ' | ' | ' | ' | -21,396,000 | ' | -21,396,000 |
Stock Repurchased and Retired During Period, Value | -400,592 | ' | -400,592 | ' | ' | ' | ' | ' | ' | ' |
Share repurchases (in shares) | ' | ' | ' | ' | ' | ' | ' | -17,453,000 | ' | ' |
Issuance of tax receivable agreements | -93,000 | ' | -93,000 | ' | ' | ' | ' | ' | ' | ' |
Gain (loss) on cash flow hedges and other | 627 | ' | ' | ' | 265 | 362 | ' | ' | ' | ' |
Distribution to non-controlling interests | -28,978 | ' | ' | ' | ' | -28,978 | ' | ' | ' | ' |
Share-based compensation | 21,352 | ' | 14,993 | ' | ' | 6,359 | ' | ' | ' | ' |
Forfeitures of restricted stock awards (in shares) | ' | ' | ' | ' | ' | ' | ' | -347,000 | ' | ' |
Reallocation of non-controlling interests of Vantiv Holding due to change in ownership | ' | ' | 240,779 | ' | ' | -240,779 | ' | ' | ' | ' |
Balance at Sep. 30, 2013 | 1,082,697 | -30,645 | 535,271 | 160,232 | 265 | 417,573 | ' | 1 | ' | 0 |
Balance (in shares) at Sep. 30, 2013 | ' | 1,546,000 | ' | ' | ' | ' | ' | 145,274,000 | 48,822,826 | 48,823,000 |
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 |
Increase (Decrease) in Stockholders' Equity | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net income | 87,249 | ' | ' | 56,713 | ' | 30,536 | ' | ' | ' | ' |
Stock Issued During Period, Value, Stock Options Exercised | 2,774 | ' | 2,774 | ' | ' | ' | ' | ' | ' | ' |
Issuance of Class A common stock under employee stock plans, net of forfeitures (in shares) | ' | ' | ' | ' | ' | ' | ' | 225,000 | ' | ' |
Tax benefit from employee share-based compensation | 11,845 | ' | 11,845 | ' | ' | ' | ' | ' | ' | ' |
Repurchase of Class A common stock (to satisfy tax withholding obligation) | -16,699 | -16,699 | ' | ' | ' | ' | ' | ' | ' | ' |
Repurchase of Class A common stock (to satisfy tax withholding obligation) (in shares) | ' | -525,000 | ' | ' | ' | ' | ' | -525,000 | ' | ' |
Issuance of Class A common stock and cancellation of Class B common stock in connection with secondary offering (in shares) | ' | ' | ' | ' | ' | ' | ' | -5,780,000 | ' | -5,780,000 |
Stock Repurchased and Retired During Period, Value | -34,366 | ' | -34,366 | ' | ' | ' | ' | ' | ' | ' |
Share repurchases (in shares) | ' | ' | ' | ' | ' | ' | ' | -1,109,000 | ' | ' |
Issuance of tax receivable agreements | -17,400 | ' | -17,400 | ' | ' | ' | ' | ' | ' | ' |
Gain (loss) on cash flow hedges and other | -2,984 | ' | ' | ' | -1,816 | -1,168 | ' | ' | ' | ' |
Noncontrolling Interest in Joint Ventures | 18,839 | ' | ' | ' | ' | 18,839 | ' | ' | ' | ' |
Distribution to non-controlling interests | -13,153 | ' | ' | ' | ' | -13,153 | ' | ' | ' | ' |
Share-based compensation | 30,797 | ' | 23,324 | ' | ' | 7,473 | ' | ' | ' | ' |
Reallocation of non-controlling interests of Vantiv Holding due to change in ownership | ' | ' | 52,834 | ' | ' | -52,834 | ' | ' | ' | ' |
Balance at Sep. 30, 2014 | $1,243,224 | ($49,829) | $636,741 | $259,779 | ($1,552) | $398,084 | ' | $1 | ' | $0 |
Balance (in shares) at Sep. 30, 2014 | ' | 2,132,000 | ' | ' | ' | ' | 146,130,327 | 146,130,000 | 43,042,826 | 43,043,000 |
BASIS_OF_PRESENTATION
BASIS OF PRESENTATION | 9 Months Ended | |
Sep. 30, 2014 | ||
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 integrated point-of-sale software developers and dealers; payment facilitators; independent sales organizations ("ISOs") and trade associations as well as arrangements with core processors. On June 13, 2014, the Company acquired Mercury Payment Systems, LLC ("Mercury") (see Note 2 - Business Combination). | ||
Segments | ||
The Company’s segments consist of the Merchant Services segment and the Financial Institution Services segment. The Company’s Chief Executive Officer, who is the chief operating decision maker ("CODM"), evaluates the performance and allocates resources based on the operating results of each segment. 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. | |
Secondary Offerings and Share Repurchases | ||
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. During the nine months ended September 30, 2014, approximately 1.1 million shares were repurchased for $34.4 million, which completed the repurchases under this authorization. | ||
In February 2014, the Company's board of directors authorized a program to repurchase up to an additional $300 million of the Company's Class A common stock. As of September 30, 2014, no shares had been repurchased under this authorization. | ||
In March 2014, a secondary offering took place in which Advent International Corporation sold its remaining 18.8 million shares of the Company's Class A common stock. The Company did not receive any proceeds from the sale. | ||
In June 2014, a secondary offering took place in which Fifth Third Bank ("Fifth Third") sold 5.8 million shares of the Company's Class A common stock. The Company did not receive any proceeds from the sale. | ||
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") and should be read in conjunction with the Company's 2013 audited financial statements and notes thereto included in the Company's Annual Report on Form 10-K. The accompanying consolidated financial statements are unaudited; however, in the opinion of management they include all normal recurring adjustments necessary for a fair presentation of the Company's financial position, results of operations and cash flows for the periods presented. Results of operations reported for interim periods are not necessarily indicative of results for the entire year. All intercompany balances and transactions have been eliminated. | ||
As of September 30, 2014, Vantiv, Inc. and Fifth Third owned interests in Vantiv Holding of 77.25% and 22.75%, respectively (see Note 8 - Controlling and Non-controlling Interests 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 primarily represent Fifth Third's minority 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 | 9 Months Ended | |
Sep. 30, 2014 | ||
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 consolidated 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 primarily consist 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, third party processing expenses, telecommunication charges, postage and card production costs. | |
• | 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 primarily relate to the refinancing of the Company's senior secured credit facilities (see Note 5 - Long-Term Debt) and the change in fair value of a tax receivable agreement ("TRA") (see Note 4 - Tax Receivable Agreements) entered into in June 2014. The 2013 amount relates to the refinancing of the Company's senior secured credit facilities in May 2013. | |
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. For the nine months ended September 30, 2014 and 2013 total share-based compensation expense was $30.8 million and $21.4 million, respectively. | ||
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 10 - Net Income Per Share for further discussion. | ||
Dividend Restrictions | ||
The Company does not intend to pay cash dividends on its Class A common stock in the foreseeable future. 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. These consent rights require the approval of Fifth Third for certain significant matters, including the payment of all distributions by Vantiv Holding other than certain permitted distributions, which relate primarily to the payment of tax distributions and tax-related obligations. The amounts available to Vantiv, Inc. to pay cash dividends are also subject to the covenants and distribution restrictions in its subsidiaries’ loan agreements. As a result of the restrictions on distributions from Vantiv Holding and its subsidiaries, essentially all of our consolidated net assets are held at the subsidiary level and are restricted as of December 31, 2013 and September 30, 2014. | ||
Income Taxes | ||
Vantiv, Inc. is taxed as a C corporation for U.S. income tax purposes and is therefore subject to both federal and state taxation at a corporate level. | ||
Income taxes are computed in accordance with ASC 740, Income Taxes, and reflect the net tax effects of temporary differences between the financial reporting carrying amounts of assets and liabilities and the corresponding income tax amounts. The Company has deferred tax assets and liabilities and maintains valuation allowances where it is more likely than not that all or a portion of deferred tax assets will not be realized. To the extent the Company determines that it will not realize the benefit of some or all of its deferred tax assets, such deferred tax assets will be adjusted through the Company’s provision for income taxes in the period in which this determination is made. As of September 30, 2014 and December 31, 2013 the Company had recorded no valuation allowances against deferred tax assets. | ||
The Company's consolidated interim effective tax rate is based upon expected annual income from operations, statutory tax rates and tax laws in the various jurisdictions in which the Company operates. Significant or unusual items, including adjustments to accruals for tax uncertainties, are recognized in the quarter in which the related event occurs. | ||
The Company's effective tax rates were 30.4% and 30.5%, respectively, for the nine months ended September 30, 2014 and 2013. The effective tax rate for each period reflects the impact of the Company's non-controlling interests. | ||
Cash and Cash Equivalents | ||
Investments with original maturities of three months or less (that are readily convertible to cash) are considered to be cash equivalents and are stated at cost, which approximates fair value. Cash equivalents consist primarily of overnight EuroDollar sweep accounts which are maintained at reputable financial institutions with high credit quality and therefore are considered to bear minimal credit risk. | ||
Accounts Receivable—net | ||
Accounts receivable primarily represent processing revenues earned but not collected. For a majority of its customers, the Company has the authority to debit the client’s bank accounts through the Federal Reserve’s Automated Clearing House; as such, collectibility is reasonably assured. The Company records a reserve for doubtful accounts when it is probable that the accounts receivable will not be collected. The Company reviews historical loss experience and the financial position of its customers when estimating the allowance. As of September 30, 2014 and December 31, 2013, the allowance for doubtful accounts was not material to the Company’s consolidated 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 facilities, 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 facilities 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. Accumulated depreciation as of September 30, 2014 and December 31, 2013 was $187.8 million and $137.4 million, respectively. | ||
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, 2014 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 September 30, 2014. | ||
Intangible assets consist of acquired customer relationships, trade names and customer portfolios and related assets that are amortized over their estimated useful lives. Subsequent to the Mercury acquisition in June 2014, the Company decided to phase out an existing trade name used in the ISO channel within the Merchant Services segment. As a result of this decision, the remaining useful life was changed from indefinite to definite which resulted in the Company recording a charge to amortization expense of $34.3 million during the quarter ended June 30, 2014. The remaining fair value will be amortized on a straight-line basis over the remaining estimated useful life of two years. 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 September 30, 2014, there have been no such events or circumstances that would indicate potential impairment. | ||
Settlement Assets and Obligations | ||
Settlement assets and obligations result from Financial Institution Services when funds are transferred from or received by the Company prior to receiving or paying funds to a different entity. This timing difference results in a settlement asset or obligation. The amounts are generally collected or paid the following business day. | ||
The settlement assets and obligations recorded by Merchant Services represent intermediary balances due to differences between the amount the Sponsoring Member receives from the card associations and the amount funded to the merchants. Such differences arise from timing differences, interchange costs, 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. The Company does not enter into derivative financial instruments for speculative purposes. | ||
New Accounting Pronouncement | ||
In May 2014, the Financial Accounting Standards Board issued Accounting Standards Update ("ASU") 2014-09, "Revenue From Contracts With Customers." The ASU supersedes the revenue recognition requirements in ASC 605, Revenue Recognition. The amendment provides a five-step analysis of transactions to determine when and how revenue is recognized, based upon the core principal that revenue is recognized to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The amendment also requires additional disclosures regarding the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The amendment is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2016, with early adoption prohibited. The amendment allows companies to use either a full retrospective or a modified retrospective approach to adopt this ASU. The Company is currently evaluating which transition approach to use and assessing the impact of the adoption of this principle on the Company's consolidated financial statements. |
BUSINESS_COMBINATIONS
BUSINESS COMBINATIONS | 9 Months Ended | |||||||||||||||
Sep. 30, 2014 | ||||||||||||||||
Business Combinations [Abstract] | ' | |||||||||||||||
BUSINESS COMBINATIONS | ' | |||||||||||||||
BUSINESS COMBINATION | ||||||||||||||||
Acquisition of Mercury Payment Systems, LLC | ||||||||||||||||
On June 13, 2014, the Company completed the acquisition of Mercury, acquiring all of the outstanding voting interest. Mercury is a payment technology and service leader whose solutions are integrated into point-of-sale software applications and brought to market through dealer and developer partners. This acquisition helps to accelerate the Company's growth in the integrated payments channel. | ||||||||||||||||
The following is the estimated fair value of the purchase price for Mercury (in thousands): | ||||||||||||||||
Cash purchase price paid at closing | $ | 1,681,179 | ||||||||||||||
Fair value of contingent consideration related to a TRA | 137,120 | |||||||||||||||
Total purchase price | $ | 1,818,299 | ||||||||||||||
The acquisition was accounted for as a business combination under ASC 805, Business Combinations. The purchase price was allocated to the assets acquired and the 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, a significant portion of which is deductible for tax purposes. Goodwill, assigned to Merchant Services, consists primarily of the acquired workforce and growth opportunities, none of which qualify as an intangible asset. The preliminary purchase price allocation is as follows (in thousands): | ||||||||||||||||
Cash acquired | $ | 22,485 | ||||||||||||||
Current assets | 47,421 | |||||||||||||||
Property, equipment and software | 34,156 | |||||||||||||||
Customer relationship intangible assets | 412,500 | |||||||||||||||
Goodwill | 1,329,294 | |||||||||||||||
Deferred tax assets | 13,496 | |||||||||||||||
Other non-current assets | 9,026 | |||||||||||||||
Current and non-current liabilities | (50,079 | ) | ||||||||||||||
Total purchase price | $ | 1,818,299 | ||||||||||||||
The above estimated fair values of assets acquired and liabilities assumed are preliminary and are based on the information that was available as of the reporting date to estimate the fair value of assets acquired and liabilities assumed. The Company believes that the information provides a reasonable basis for estimating the fair values, but the Company is waiting for additional information necessary to finalize those amounts, particularly with respect to the estimated fair value of intangible assets and goodwill. The potential for measurement period adjustments related to the acquired assets and assumed liabilities exists based on the Company’s continuing review of all matters related to the acquisition and could be significant. The Company expects to finalize the valuation and complete the purchase price allocation as soon as practicable, but no later than one year from the acquisition date. | ||||||||||||||||
Simultaneously and in connection with the completion of the Mercury acquisition, the Company entered into a Tax Receivable Agreement (the "Mercury TRA") with pre-acquisition owners of Mercury ("Mercury TRA Holders"). See Note 4 - Tax Receivable Agreements for further discussion of the Mercury TRA. The Mercury TRA is considered contingent consideration under ASC 805 as it is part of the consideration payable to the former owners of Mercury. In accordance with ASC 805, the contingent consideration is initially measured at fair value at the acquisition date and recorded as a liability. The Mercury TRA liability is therefore recorded at fair value based on estimates of discounted future cash flows associated with estimated payments to the Mercury TRA Holders. The Company recorded an initial Mercury TRA liability of $137.1 million as part of the consideration transferred. The liability recorded by the Company for the Mercury TRA obligations will be re-measured at fair value at each reporting date with the change in fair value recognized in earnings as a non-operating expense. | ||||||||||||||||
Customer relationship intangible assets have a weighted average estimated useful life of 10 years. | ||||||||||||||||
The Company incurred transaction and integration expenses of approximately $13.6 million during the nine months ended September 30, 2014 in conjunction with the acquisition of Mercury, which are included within general and administrative expenses on the accompanying consolidated statement of income. | ||||||||||||||||
Under the terms of the Mercury transaction agreement, the Company replaced unvested employee stock options held by certain employees of Mercury. The number of replacement stock options was based on a conversion factor into equivalent stock options of the Company on the acquisition date. The weighted average fair value of the replacement options was $32.1 million and was calculated on the acquisition date using the Black-Scholes option pricing model. The portion of the fair value of the replacement awards related to services provided prior to the acquisition of $17.7 million was part of the consideration transferred to acquire Mercury. The remaining portion of the fair value is associated with future service and will be recognized as expense over the future service period. | ||||||||||||||||
The following pro forma information shows the Company’s results of operations for the three months and nine months ended September 30, 2014 and 2013 as if the Mercury acquisition had occurred January 1, 2013. The pro forma information is presented for informational purposes only and is not necessarily indicative of what would have occurred if the acquisition had been made as of that date, nor is it intended to be indicative of future operating results. | ||||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
(Actual) | (Pro forma) | (Pro forma) | (Pro forma) | |||||||||||||
(in thousands, except share data) | ||||||||||||||||
Total revenue | $ | 697,109 | $ | 619,033 | $ | 2,003,239 | $ | 1,791,065 | ||||||||
Income from operations | 97,914 | 101,127 | 223,034 | 262,580 | ||||||||||||
Net income including non-controlling interests | 42,845 | 50,451 | 95,160 | 102,656 | ||||||||||||
Net income attributable to Vantiv, Inc. | 29,986 | 32,090 | 62,623 | 61,017 | ||||||||||||
Net income per share attributable to Vantiv, Inc. Class A common stock: | ||||||||||||||||
Basic | $ | 0.21 | $ | 0.23 | $ | 0.44 | $ | 0.44 | ||||||||
Diluted | $ | 0.2 | $ | 0.22 | $ | 0.44 | $ | 0.41 | ||||||||
Shares used in computing net income per share of Class A common stock: | ||||||||||||||||
Basic | 144,632,010 | 139,968,417 | 141,127,560 | 138,142,146 | ||||||||||||
Diluted | 199,698,988 | 201,011,014 | 199,074,819 | 207,843,165 | ||||||||||||
Earnings per share is calculated independently for each separately reported period. Accordingly, the sum of the separately reported periods may not necessarily be equal to the per share amount for the corresponding nine months ended period, as independently calculated. | ||||||||||||||||
The pro forma results include certain pro forma adjustments that were directly attributable to the business combination as follows: | ||||||||||||||||
• | additional amortization expense that would have been recognized relating to the acquired intangible assets, | |||||||||||||||
• | adjustment of interest expense to reflect the additional borrowings of the Company in conjunction with the acquisition and removal of Mercury historical debt, and | |||||||||||||||
• | a reduction in non-operating expenses in the nine months ended September 30, 2014 and a corresponding increase in the nine months ended September 30, 2013 for acquisition-related transaction costs and debt refinancing costs incurred by the Company. |
GOODWILL_AND_INTANGIBLE_ASSETS
GOODWILL AND INTANGIBLE ASSETS | 9 Months Ended | ||||||||||||
Sep. 30, 2014 | |||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | ||||||||||||
GOODWILL AND INTANGIBLE ASSETS | ' | ||||||||||||
GOODWILL AND INTANGIBLE ASSETS | |||||||||||||
A summary of changes in goodwill through September 30, 2014 is as follows (in thousands): | |||||||||||||
Merchant Services | Financial Institution Services | Total | |||||||||||
Balance as of December 31, 2013 | $ | 1,368,763 | $ | 574,850 | $ | 1,943,613 | |||||||
Goodwill attributable to acquisition of Mercury | 1,329,294 | — | 1,329,294 | ||||||||||
Balance as of September 30, 2014 | $ | 2,698,057 | $ | 574,850 | $ | 3,272,907 | |||||||
Intangible assets consist of acquired customer relationships, trade names and customer portfolios and related assets. 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 intangible assets. | |||||||||||||
Indefinite lived trade names are reviewed for impairment on an annual basis or whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Subsequent to the Mercury acquisition in June 2014, the Company decided to phase out an existing trade name used in the ISO channel. The trade name was originally expected to remain in use for the foreseeable future and therefore was deemed an indefinite lived intangible asset not subject to amortization. As a result of this decision, the remaining useful life was changed from indefinite to definite which resulted in the Company recording a charge to amortization expense of $34.3 million during the nine months ended September 30, 2014. The trade name was revalued utilizing an income approach using the relief-from-royalty method. The revised fair value of $6.7 million will be amortized on a straight-line basis over the remaining estimated useful life of two years. | |||||||||||||
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 September 30, 2014 and December 31, 2013, the Company's intangible assets consisted of the following (in thousands): | |||||||||||||
September 30, | December 31, | ||||||||||||
2014 | 2013 | ||||||||||||
Customer relationship intangible assets | $ | 1,677,118 | $ | 1,234,042 | |||||||||
Trade name - indefinite lived | — | 41,000 | |||||||||||
Trade name - finite lived | 14,733 | 500 | |||||||||||
Customer portfolios and related assets | 55,128 | 26,422 | |||||||||||
1,746,979 | 1,301,964 | ||||||||||||
Less accumulated amortization on: | |||||||||||||
Customer relationship intangible assets | 609,321 | 496,906 | |||||||||||
Trade name - finite lived | 2,041 | 208 | |||||||||||
Customer portfolios and related assets | 20,774 | 9,518 | |||||||||||
632,136 | 506,632 | ||||||||||||
$ | 1,114,843 | $ | 795,332 | ||||||||||
During the nine months ended September 30, 2014, the Company acquired approximately $28.7 million of customer portfolios and related assets, which are being amortized over a weighted average useful life of 4.0 years. Amortization expense on intangible assets for the three months ended September 30, 2014 and 2013 was $47.1 million and $32.9 million, respectively. Amortization expense on intangible assets for the nine months ended September 30, 2014 and 2013 was $152.1 million and $95.6 million, respectively. For the nine months ended September 30, 2014, intangible amortization expense included the $34.3 million charge related to the phasing out of a trade name discussed above. | |||||||||||||
The estimated amortization expense of intangible assets for the next five years is as follows (in thousands): | |||||||||||||
Three months ending December 31, 2014 | $ | 46,205 | |||||||||||
2015 | 180,112 | ||||||||||||
2016 | 168,966 | ||||||||||||
2017 | 158,976 | ||||||||||||
2018 | 154,756 | ||||||||||||
2019 | 150,990 | ||||||||||||
TAX_RECEIVABLE_AGREEMENTS
TAX RECEIVABLE AGREEMENTS | 9 Months Ended | |||||||||||||||||||||||
Sep. 30, 2014 | ||||||||||||||||||||||||
Tax Receivable Agreements Disclosure [Abstract] | ' | |||||||||||||||||||||||
TAX RECEIVABLE AGREEMENTS | ' | |||||||||||||||||||||||
TAX RECEIVABLE AGREEMENTS | ||||||||||||||||||||||||
The Company is party to two tax receivable agreements with Fifth Third ("IPO TRAs") that were entered into at the time of the Company's initial public offering ("IPO"). One provides for the payment by the Company to Fifth Third of 85% of the amount of cash savings, if any, in U.S. federal, state, local and foreign income tax that the Company actually realizes as a result of the increases in tax basis that may result from the purchase of Vantiv Holding units from Fifth Third or from the future exchange of units by Fifth Third for cash or shares of the Company's Class A common stock, as well as the tax benefits attributable to payments made under such tax receivable agreement. Any actual increase in tax basis, as well as the amount and timing of any payments under the agreement, 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. The other IPO TRA provides for the payment by the Company to Fifth Third of 85% of the amount of cash savings, if any, in U.S. federal, state, local and foreign income tax that National Processing Company ("NPC") actually realizes as a result of its use of its net operating losses ("NOLs") and other tax attributes. | ||||||||||||||||||||||||
In connection with the secondary offering in June 2014, as discussed in Note 1 - Basis of Presentation and Summary of Significant Accounting Policies, Fifth Third exchanged Class B units of Vantiv Holding for shares of Vantiv, Inc. Class A Common Stock. As a result of the secondary offering and exchange of units of Vantiv Holding, the Company recorded an additional liability under the IPO TRA of $109.4 million and an additional deferred tax asset of $92.0 million in the second quarter of 2014 associated with the increase in tax basis. The Company recorded a corresponding reduction to paid-in capital for the difference between the IPO TRA liability and the related deferred tax asset. | ||||||||||||||||||||||||
As discussed in Note 2 - Business Combination, the Company entered into the Mercury TRA, which generally provides that the Company will pay to the Mercury TRA Holders 85% of the value of the amount of cash savings, if any, in U.S. federal, state, local and foreign income tax that the Company actually realizes as a result of the increase in tax basis of the assets of Mercury and the use of the net operating losses and other tax attributes of Mercury. The timing and/or amount of aggregate payments due under the Mercury TRA 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. The Company recorded an initial liability of $137.1 million for the Mercury TRA and non-operating expenses of $6.5 million and $7.7 million related to the change in fair value of the Mercury TRA during the three and nine months ended September 30, 2014, respectively. | ||||||||||||||||||||||||
The following table reflects TRA activity and balances as of September 30, 2014 (in thousands): | ||||||||||||||||||||||||
Balance as of | 2014 TRA Payment | 2014 Secondary Offering | Acquisition of Mercury | Change in Value | Balance as of | |||||||||||||||||||
31-Dec-13 | 30-Sep-14 | |||||||||||||||||||||||
IPO TRAs | $ | 559,700 | $ | (8,639 | ) | $ | 109,400 | $ | — | $ | 638 | $ | 661,099 | |||||||||||
Mercury TRA | — | — | — | 137,120 | 7,673 | 144,793 | ||||||||||||||||||
Total | $ | 559,700 | $ | (8,639 | ) | $ | 109,400 | $ | 137,120 | $ | 8,311 | $ | 805,892 | |||||||||||
Payments under each of the TRAs discussed above are only required to the extent the Company realizes cash savings as a result of the underlying tax attributes. The cash savings realized by the Company are computed by comparing the Company's actual income tax liability to the amount of such taxes the Company would have been required to pay had there been no deductions related to the tax attributes discussed above. As such, obligations recorded pursuant to the TRAs are based on estimates of future taxable income and future tax rates. The Company will retain the benefit of the remaining 15% of the cash tax savings associated with each of the TRAs discussed above. | ||||||||||||||||||||||||
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. The first contractually obligated payment under the IPO TRA of approximately $8.6 million was paid in January 2014. The first contractually obligated payment under the Mercury TRA is due in January 2016. As of September 30, 2014, the balance of the current portion of tax receivable agreement obligations to related parties on the accompanying statement of financial position is $23.3 million. The term of the TRAs will continue until all such tax benefits have been utilized or expired, unless the Company exercises its right to terminate the TRAs for an amount based on the agreed payments remaining to be made under the agreements. |
LONGTERM_DEBT
LONG-TERM DEBT | 9 Months Ended | |||||||
Sep. 30, 2014 | ||||||||
Debt Disclosure [Abstract] | ' | |||||||
LONG-TERM DEBT | ' | |||||||
LONG-TERM DEBT | ||||||||
As of September 30, 2014 and December 31, 2013, the Company's debt consisted of the following: | ||||||||
September 30, | December 31, | |||||||
2014 | 2013 | |||||||
(in thousands) | ||||||||
$2,050.0 million term A loan, maturing on June 2019, and bearing interest at a variable base rate (LIBOR) plus a spread rate (200 basis points) (total rate of 2.15% at September 30, 2014) and amortizing on a basis of 1.25% per quarter during each of the first twelve quarters, 1.875% per quarter during the next four quarters and 2.50% during next three quarters with a balloon payment due at maturity | $ | 2,024,375 | $ | — | ||||
$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 | ||||||
$1,400.0 million term B loan, maturing on June 2021, and bearing interest at a variable base rate (LIBOR) plus a spread rate (300 basis points) with a floor of 75 basis points (total rate of 3.75% at September 30, 2014) and amortizing on a basis of 0.25% per quarter, with a balloon payment due at maturity | 1,396,500 | — | ||||||
$10.1 million leasehold mortgage, expiring on August 10, 2021 and bearing interest payable monthly at a fixed rate (rate of 6.22% at September 30, 2014) | 10,131 | 10,131 | ||||||
Less: Current portion of note payable and current portion of note payable to related party | (116,501 | ) | (92,500 | ) | ||||
Less: Original issue discount | (8,516 | ) | (2,631 | ) | ||||
Note payable and note payable to related party | $ | 3,305,989 | $ | 1,718,750 | ||||
June 2014 Debt Refinancing | ||||||||
On June 13, 2014, Vantiv, LLC completed a debt refinancing by entering into an amended and restated loan agreement ("Amended Loan Agreement"). The Amended Loan Agreement provides for senior secured credit facilities comprised of a $2.05 billion term A loan, a $1.4 billion term B loan and a $425 million revolving credit facility. Proceeds from the refinancing were primarily used to fund the Mercury acquisition and repay the prior term A loan with an outstanding balance of approximately $1.8 billion. The prior revolving credit facility was also terminated. The maturity date and debt service requirements relating to the new term A and term B loans are listed in the table above. The new revolving credit facility matures in June 2019 and includes a $100 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 September 30, 2014 and December 31, 2013, Fifth Third held $204.5 million and $343.6 million, respectively, of the term A loans. | ||||||||
Original Issue Discount and Deferred Financing Fees | ||||||||
As a result of the Company's June 2014 debt refinancing discussed above, the Company expensed approximately $26.5 million during the three months ended June 30, 2014, 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 and certain third party costs incurred in connection with the refinancing. 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 nine months ended September 30, 2014. At September 30, 2014, deferred financing fees of approximately $26.6 million and OID of approximately $8.5 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. | ||||||||
Guarantees and Security | ||||||||
The Company's debt obligations at September 30, 2014 are unconditional and are guaranteed by Vantiv Holding and certain of Vantiv Holding's existing and subsequently acquired or organized domestic subsidiaries. The refinanced debt and related guarantees are secured on a first-priority basis (subject to liens permitted under the Amended Loan Agreement) by 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 $10 million in the aggregate held by Vantiv Holding or any obligors (other than Vantiv Holding), subject to certain exceptions. | ||||||||
Covenants | ||||||||
There are certain quarterly financial and non-financial covenants contained in the Amended Loan Agreement for the refinanced debt, which are tested on a quarterly basis. At September 30, 2014, the Company was in compliance with these covenants. |
DERIVATIVES_AND_HEDGING_ACTIVI
DERIVATIVES AND HEDGING ACTIVITIES | 9 Months Ended | ||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ' | ||||||||||||||||
DERIVATIVES AND HEDGING ACTIVITIES | ' | ||||||||||||||||
DERIVATIVES AND HEDGING ACTIVITIES | |||||||||||||||||
Risk Management Objective of Using Derivatives | |||||||||||||||||
The Company enters into derivative financial instruments to manage differences in the amount, timing and duration of its known or expected cash payments related to its variable-rate debt. As of September 30, 2014 and 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 current and non-current assets or liabilities in the accompanying consolidated statements of financial position at their fair values. Refer to Note 9 - 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 September 30, 2014, the Company had 12 outstanding interest rate swaps with a combined notional balance of $1.3 billion (amortizing to $1.1 billion) covering an exposure period from June 2014 through June 2017 that were designated as cash flow hedges of interest rate risk. Fifth Third is the counterparty to 5 of the 12 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 | September 30, 2014 | December 31, 2013 | |||||||||||||||
Financial Position Location | |||||||||||||||||
Interest rate swaps | Other long-term assets | $ | 1,649 | $ | 4,545 | ||||||||||||
Interest rate swaps | Other current liabilities | 2,882 | — | ||||||||||||||
Interest rate swaps | Other long-term liabilities | 1,885 | 3,728 | ||||||||||||||
Any ineffectiveness associated with such derivative instruments is recorded immediately as interest expense in the accompanying consolidated statements of income. As of September 30, 2014, the Company estimates that $4.7 million will be reclassified from AOCI as an increase to interest expense during the next 12 months. | |||||||||||||||||
The table below presents the effect of the Company’s interest rate swaps on the accompanying consolidated statements of income for the three months and nine months ended September 30, 2014 and 2013 (in thousands): | |||||||||||||||||
Three Months Ended | Nine Months Ended | ||||||||||||||||
September 30, | September 30, | ||||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
Derivatives in cash flow hedging relationships: | |||||||||||||||||
Amount of gain (loss) recognized in other comprehensive income (effective portion) | $ | 2,968 | $ | (8,057 | ) | $ | (5,865 | ) | $ | 506 | |||||||
Amount of loss reclassified from AOCI into earnings (effective portion) | (1,114 | ) | (243 | ) | (1,932 | ) | (277 | ) | |||||||||
Amount of gain (loss) recognized in earnings (1) | — | — | (2 | ) | — | ||||||||||||
-1 | 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 September 30, 2014, 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 $4.1 million. As of September 30, 2014, the Company has not posted any collateral related to these agreements. If the Company had breached any of these provisions at September 30, 2014, it could have been required to settle its obligations under the agreements at their termination value of $4.1 million. |
COMMITMENTS_CONTINGENCIES_AND_
COMMITMENTS, CONTINGENCIES AND GUARANTEES | 9 Months Ended |
Sep. 30, 2014 | |
Commitments and Contingencies Disclosure [Abstract] | ' |
COMMITMENTS, CONTINGENCIES AND GUARANTEES | ' |
COMMITMENTS, CONTINGENCIES AND GUARANTEES | |
Legal Reserve | |
From time to time, the Company is involved in various litigation matters arising in the ordinary course of its business. While it is impossible to ascertain the ultimate resolution or range of financial liability with respect to these contingent matters, management believes none of these matters, either individually or in the aggregate, would have a material effect upon the Company’s consolidated financial statements. |
CONTROLLING_AND_NONCONTROLLING
CONTROLLING AND NON-CONTROLLING INTERESTS IN VANTIV HOLDING | 9 Months Ended | ||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||
Noncontrolling Interest [Abstract] | ' | ||||||||||||||||
CONTROLLING AND NON-CONTROLLING INTERESTS IN VANTIV HOLDING | ' | ||||||||||||||||
CONTROLLING AND NON-CONTROLLING INTERESTS | |||||||||||||||||
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 its subsidiaries and records non-controlling interest for the economic interests in Vantiv Holding held by Fifth Third. | |||||||||||||||||
The Company and Peoples United Bank (“PUB”) formed People’s United Merchant Services (“PUMS”) during the second quarter of 2014, which represents a joint venture that will provide customers a comprehensive suite of payment solutions. Vantiv Holding owns 51% of PUMS and PUB owns 49%. PUMS will be consolidated by the Company in accordance with ASC 810, Consolidation, with the associated non-controlling interest included in “Net income attributable to non-controlling interests" in the consolidated statements of income. PUB contributed a merchant asset portfolio to PUMS valued at $18.8 million which was recorded to non-controlling interests in the Consolidated Statements of Equity. | |||||||||||||||||
As of September 30, 2014, Vantiv, Inc.’s interest in Vantiv Holding was 77.25%. Changes in units and related ownership interest in Vantiv Holding are summarized as follows: | |||||||||||||||||
Vantiv, Inc. | Fifth Third | Total | |||||||||||||||
As of December 31, 2013 | 141,758,681 | 48,822,826 | 190,581,507 | ||||||||||||||
% of ownership | 74.38 | % | 25.62 | % | |||||||||||||
Fifth Third exchange of Vantiv Holding units for shares of Class A common stock in connection with June 2014 secondary offering | 5,780,000 | (5,780,000 | ) | — | |||||||||||||
Share repurchases | (1,108,700 | ) | — | (1,108,700 | ) | ||||||||||||
Equity plan activity (a) | (299,654 | ) | — | (299,654 | ) | ||||||||||||
As of September 30, 2014 | 146,130,327 | 43,042,826 | 189,173,153 | ||||||||||||||
% of ownership | 77.25 | % | 22.75 | % | |||||||||||||
(a) | Includes stock issued under equity plans less Class A common stock withheld to satisfy employee tax withholding obligations upon vesting or exercise of employee equity awards and forfeitures of restricted Class A common stock awards. | ||||||||||||||||
As a result of the changes in ownership interests in Vantiv Holding, an adjustment of $52.8 million has been recognized during the nine months ended September 30, 2014 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 since the end of 2013. | |||||||||||||||||
The table below provides a reconciliation of net income attributable to non-controlling interests based on relative ownership interests as discussed above (in thousands): | |||||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
Net income | $ | 42,845 | $ | 54,605 | $ | 87,249 | $ | 145,038 | |||||||||
Items not allocable to non-controlling interests: | 0 | ||||||||||||||||
Vantiv, Inc. expenses (a) | 12,687 | 17,857 | 32,501 | 41,922 | |||||||||||||
Vantiv Holding net income | 55,532 | 72,462 | 119,750 | 186,960 | |||||||||||||
Net income attributable to non-controlling interests of Fifth Third (b) | 12,695 | 18,894 | 30,071 | 54,300 | |||||||||||||
Net income attributable to PUMS non-controlling interest (c) | 164 | — | 465 | — | |||||||||||||
Total net income attributable to non-controlling interests | $ | 12,859 | $ | 18,894 | $ | 30,536 | $ | 54,300 | |||||||||
(a) Primarily represents income tax expense related to Vantiv, Inc. | |||||||||||||||||
(b) Net income attributable to non-controlling interests of Fifth Third reflects the allocation of Vantiv Holding’s net income based on the proportionate ownership interests in Vantiv Holding held by the non-controlling unit holders. The net income attributable to non-controlling unit holders reflects the changes in ownership interests summarized in the table above. | |||||||||||||||||
(c) | Reflects net income attributable to the non-controlling interest of PUMS. |
FAIR_VALUE_MEASUREMENTS
FAIR VALUE MEASUREMENTS | 9 Months Ended | ||||||||||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||||||||||
Fair Value Disclosures [Abstract] | ' | ||||||||||||||||||||||||
FAIR VALUE MEASUREMENTS | ' | ||||||||||||||||||||||||
FAIR VALUE MEASUREMENTS | |||||||||||||||||||||||||
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The Company uses the hierarchy prescribed in ASC 820, Fair Value Measurement, based upon the available inputs to the valuation and the degree to which they are observable or not observable in the market. The three levels in the hierarchy are as follows: | |||||||||||||||||||||||||
• | Level 1 Inputs—Quoted prices (unadjusted) for identical assets or liabilities in active markets that are accessible as of the measurement date. | ||||||||||||||||||||||||
• | Level 2 Inputs—Inputs other than quoted prices within Level 1 that are observable either directly or indirectly, including but not limited to quoted prices in markets that are not active, quoted prices in active markets for similar assets or liabilities and observable inputs other than quoted prices such as interest rates or yield curves. | ||||||||||||||||||||||||
• | Level 3 Inputs—Unobservable inputs reflecting the Company’s own assumptions about the assumptions that market participants would use in pricing the asset or liability, including assumptions about risk. | ||||||||||||||||||||||||
The following table summarizes assets and liabilities measured at fair value on a recurring basis as of September 30, 2014 and December 31, 2013 (in thousands): | |||||||||||||||||||||||||
September 30, 2014 | December 31, 2013 | ||||||||||||||||||||||||
Fair Value Measurements Using | |||||||||||||||||||||||||
Level 1 | Level 2 | Level 3 | Level 1 | Level 2 | Level 3 | ||||||||||||||||||||
Assets: | |||||||||||||||||||||||||
Interest rate swaps | $ | — | $ | 1,649 | $ | — | $ | — | $ | 4,545 | $ | — | |||||||||||||
Liabilities: | |||||||||||||||||||||||||
Interest rate swaps | $ | — | $ | 4,767 | $ | — | $ | — | $ | 3,728 | $ | — | |||||||||||||
Mercury TRA | — | — | 144,793 | — | — | — | |||||||||||||||||||
Interest Rate Swaps | |||||||||||||||||||||||||
The Company uses interest rate swaps to manage interest rate risk. The fair value of interest rate swaps are determined using the market standard methodology of netting the discounted future fixed cash receipts (or payments) and the discounted expected variable cash payments (or receipts). The variable cash payments (or receipts) are based on the expectation of future interest rates (forward curves) derived from observed market interest rate curves. In addition, to comply with the provisions of ASC 820, Fair Value Measurements, credit valuation adjustments, which consider the impact of any credit enhancements to the contracts, are incorporated in the fair values to account for potential nonperformance risk. In adjusting the fair value of its interest rate swaps for the effect of nonperformance risk, the Company has considered any applicable credit enhancements such as collateral postings, thresholds, mutual puts, and guarantees. | |||||||||||||||||||||||||
Although the Company determined that the majority of the inputs used to value its interest rate swaps fell within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with its interest rate swaps utilized Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by itself and its counterparties. However, as of September 30, 2014 and 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 6 - Derivatives and Hedging Activities for further discussion of the Company’s interest rate swaps. | |||||||||||||||||||||||||
Mercury TRA | |||||||||||||||||||||||||
The Mercury TRA is considered contingent consideration as it is part of the consideration payable to the former owners of Mercury. Such contingent consideration is measured at fair value and is based on significant inputs not observable in the market, which is classified in Level 3 of the fair value hierarchy. The Mercury TRA is recorded at fair value based on estimates of discounted future cash flows associated with the estimated payments to the Mercury TRA Holders. The liability recorded is re-measured at fair value at each reporting period with the change in fair value recognized in earnings as a non-operating expense. The Company recorded non-operating expenses of $6.5 million and $7.7 million related to the change in fair value during the three and nine months ended September 30, 2014, respectively. See Note 2 - Business Combination and Note 4 - Tax Receivable Agreements for further discussion of the Mercury TRA. | |||||||||||||||||||||||||
The following table summarizes carrying amounts and estimated fair values for financial assets and liabilities, excluding assets and liabilities measured at fair value on a recurring basis, as of September 30, 2014 and December 31, 2013 (in thousands): | |||||||||||||||||||||||||
September 30, 2014 | December 31, 2013 | ||||||||||||||||||||||||
Carrying | Fair Value | Carrying | Fair Value | ||||||||||||||||||||||
Amount | Amount | ||||||||||||||||||||||||
Assets: | |||||||||||||||||||||||||
Cash and cash equivalents | $ | 371,447 | $ | 371,447 | $ | 171,427 | $ | 171,427 | |||||||||||||||||
Liabilities: | |||||||||||||||||||||||||
Note payable | 3,422,490 | 3,390,827 | 1,811,250 | 1,815,459 | |||||||||||||||||||||
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 | 9 Months Ended | ||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||
Earnings Per Share [Abstract] | ' | ||||||||||||||||
NET INCOME PER SHARE | ' | ||||||||||||||||
NET INCOME PER SHARE | |||||||||||||||||
Basic net income per share is calculated by dividing net income attributable to Vantiv, Inc. by the weighted-average shares of Class A common stock outstanding during the period. | |||||||||||||||||
Diluted net income per share is calculated assuming that Vantiv Holding is a wholly-owned subsidiary of Vantiv, Inc., therefore eliminating the impact of Fifth Third's non-controlling interests. As such, due to Vantiv, Inc.'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 Fifth Third non-controlling interest into Class A common stock. The denominator is adjusted to include the weighted-average shares of Class A common stock outstanding assuming conversion of the Class B units of Vantiv Holding held by Fifth Third on an "if-converted" basis. As of September 30, 2014 and 2013, there were approximately 43.0 million and 48.8 million Class B units outstanding, respectively. | |||||||||||||||||
In addition to the Class B units discussed above, potentially dilutive securities during the three months and nine months ended September 30, 2014 and 2013 included restricted stock awards, stock options, performance share units and the warrant to purchase Class C units of Vantiv Holding held by Fifth Third. During the three months and nine months ended September 30, 2014 and 2013 approximately 563,000 and 211,000, respectively, performance share units have been excluded as the applicable performance metrics had not been met as of the reporting date. Approximately 652,000 stock options were excluded for the three months and nine months ended September 30, 2013 as they were anti-dilutive during the period. | |||||||||||||||||
The shares of Vantiv, Inc. 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 following table sets forth the computation of basic and diluted net income per share (in thousands, except share data): | |||||||||||||||||
Three Months Ended | Nine Months Ended | ||||||||||||||||
September 30, | September 30, | ||||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
Basic: | |||||||||||||||||
Net income attributable to Vantiv, Inc. | $ | 29,986 | $ | 35,711 | $ | 56,713 | $ | 90,738 | |||||||||
Shares used in computing basic net income per share: | |||||||||||||||||
Weighted-average Class A common shares | 144,632,010 | 139,968,417 | 141,127,560 | 138,142,146 | |||||||||||||
Basic net income per share | $ | 0.21 | $ | 0.26 | $ | 0.4 | $ | 0.66 | |||||||||
Diluted: | |||||||||||||||||
Consolidated income before applicable income taxes | $ | 63,281 | $ | 79,498 | $ | 125,327 | $ | 208,688 | |||||||||
Income tax expense excluding impact of non-controlling interest | 23,098 | 30,607 | 45,744 | 80,345 | |||||||||||||
Net income attributable to Vantiv, Inc. | $ | 40,183 | $ | 48,891 | $ | 79,583 | $ | 128,343 | |||||||||
Shares used in computing diluted net income per share: | |||||||||||||||||
Weighted-average Class A common shares | 144,632,010 | 139,968,417 | 141,127,560 | 138,142,146 | |||||||||||||
Weighted-average Class B units of Vantiv Holding | 43,042,826 | 50,833,696 | 46,282,167 | 60,934,515 | |||||||||||||
Warrant | 10,349,050 | 8,429,342 | 10,058,028 | 6,987,250 | |||||||||||||
Restricted stock awards | 1,140,561 | 1,779,559 | 1,352,914 | 1,779,254 | |||||||||||||
Stock options | 534,541 | — | 254,150 | — | |||||||||||||
Diluted weighted-average shares outstanding | 199,698,988 | 201,011,014 | 199,074,819 | 207,843,165 | |||||||||||||
Diluted net income per share | $ | 0.2 | $ | 0.24 | $ | 0.4 | $ | 0.62 | |||||||||
ACCUMULATED_OTHER_COMPREHENSIV
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) | 9 Months Ended | ||||||||||||||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract] | ' | ||||||||||||||||||||||||||||
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) | ' | ||||||||||||||||||||||||||||
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) | |||||||||||||||||||||||||||||
The activity of the components of accumulated other comprehensive income (loss) related to cash flow hedging and other activities for the three months and nine months ended September 30, 2014 and 2013 is presented below (in thousands). | |||||||||||||||||||||||||||||
Total Other Comprehensive Income (Loss) | |||||||||||||||||||||||||||||
AOCI | Pretax Activity | Tax Effect | Net Activity | Attributable to non-controlling interests | Attributable to Vantiv, Inc. | AOCI | |||||||||||||||||||||||
Beginning | Ending | ||||||||||||||||||||||||||||
Balance | Balance | ||||||||||||||||||||||||||||
Three months ended September 30, 2014 | |||||||||||||||||||||||||||||
Net change in fair value recorded in accumulated OCI | $ | (4,120 | ) | $ | 2,968 | $ | (856 | ) | $ | 2,112 | $ | (675 | ) | $ | 1,437 | $ | (2,683 | ) | |||||||||||
Net realized loss reclassified into earnings (a) | 658 | 1,114 | (321 | ) | 793 | (254 | ) | 539 | 1,197 | ||||||||||||||||||||
Other | 4 | (70 | ) | — | (70 | ) | — | (70 | ) | (66 | ) | ||||||||||||||||||
Net change | $ | (3,458 | ) | $ | 4,012 | $ | (1,177 | ) | $ | 2,835 | $ | (929 | ) | $ | 1,906 | $ | (1,552 | ) | |||||||||||
Three months ended September 30, 2013 | |||||||||||||||||||||||||||||
Net change in fair value recorded in accumulated OCI | $ | 3,900 | $ | (8,057 | ) | $ | 2,210 | $ | (5,847 | ) | $ | 2,082 | $ | (3,765 | ) | $ | 135 | ||||||||||||
Net realized loss reclassified into earnings (a) | 15 | 243 | (67 | ) | 176 | (61 | ) | 115 | 130 | ||||||||||||||||||||
Net change | $ | 3,915 | $ | (7,814 | ) | $ | 2,143 | $ | (5,671 | ) | $ | 2,021 | $ | (3,650 | ) | $ | 265 | ||||||||||||
Nine months ended September 30, 2014 | |||||||||||||||||||||||||||||
Net change in fair value recorded in accumulated OCI | $ | (5 | ) | $ | (5,865 | ) | $ | 1,569 | $ | (4,296 | ) | $ | 1,618 | $ | (2,678 | ) | $ | (2,683 | ) | ||||||||||
Net realized loss reclassified into earnings (a) | 269 | 1,932 | (554 | ) | 1,378 | (450 | ) | 928 | 1,197 | ||||||||||||||||||||
Other | — | (66 | ) | — | (66 | ) | — | (66 | ) | (66 | ) | ||||||||||||||||||
Net change | $ | 264 | $ | (3,999 | ) | $ | 1,015 | $ | (2,984 | ) | $ | 1,168 | $ | (1,816 | ) | $ | (1,552 | ) | |||||||||||
Nine months ended September 30, 2013 | |||||||||||||||||||||||||||||
Net change in fair value recorded in accumulated OCI | $ | — | $ | 506 | $ | (80 | ) | $ | 426 | $ | (291 | ) | $ | 135 | $ | 135 | |||||||||||||
Net realized loss reclassified into earnings (a) | — | 277 | (76 | ) | 201 | (71 | ) | 130 | 130 | ||||||||||||||||||||
Net change | $ | — | $ | 783 | $ | (156 | ) | $ | 627 | $ | (362 | ) | $ | 265 | $ | 265 | |||||||||||||
(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 | Interest expense-net | ||||||||||||||||||||||||||||
Tax effect | Income tax expense | ||||||||||||||||||||||||||||
OCI Attributable to non-controlling interests | Net income attributable to non-controlling interests |
SEGMENT_INFORMATION
SEGMENT INFORMATION | 9 Months Ended | ||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||
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. | |||||||||||||||||
Three Months Ended September 30, 2014 | |||||||||||||||||
Financial Institution | |||||||||||||||||
Merchant Services | Services | Total | |||||||||||||||
Total revenue | $ | 580,082 | $ | 117,027 | $ | 697,109 | |||||||||||
Network fees and other costs | 282,431 | 34,161 | 316,592 | ||||||||||||||
Sales and marketing | 104,460 | 6,773 | 111,233 | ||||||||||||||
Segment profit | $ | 193,191 | $ | 76,093 | $ | 269,284 | |||||||||||
Three Months Ended September 30, 2013 | |||||||||||||||||
Financial Institution | |||||||||||||||||
Merchant Services | Services | Total | |||||||||||||||
Total revenue | $ | 413,360 | $ | 118,987 | $ | 532,347 | |||||||||||
Network fees and other costs | 203,642 | 34,499 | 238,141 | ||||||||||||||
Sales and marketing | 72,534 | 7,017 | 79,551 | ||||||||||||||
Segment profit | $ | 137,184 | $ | 77,471 | $ | 214,655 | |||||||||||
Nine Months Ended September 30, 2014 | |||||||||||||||||
Financial Institution | |||||||||||||||||
Merchant Services | Services | Total | |||||||||||||||
Total revenue | $ | 1,486,991 | $ | 356,427 | $ | 1,843,418 | |||||||||||
Network fees and other costs | 738,440 | 104,590 | 843,030 | ||||||||||||||
Sales and marketing | 260,225 | 19,959 | 280,184 | ||||||||||||||
Segment profit | $ | 488,326 | $ | 231,878 | $ | 720,204 | |||||||||||
Nine Months Ended September 30, 2013 | |||||||||||||||||
Financial Institution | |||||||||||||||||
Merchant Services | Services | Total | |||||||||||||||
Total revenue | $ | 1,197,497 | $ | 352,225 | $ | 1,549,722 | |||||||||||
Network fees and other costs | 585,364 | 100,344 | 685,708 | ||||||||||||||
Sales and marketing | 213,034 | 18,929 | 231,963 | ||||||||||||||
Segment profit | $ | 399,099 | $ | 232,952 | $ | 632,051 | |||||||||||
A reconciliation of total segment profit to the Company’s income before applicable income taxes is as follows (in thousands): | |||||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
Total segment profit | $ | 269,284 | $ | 214,655 | $ | 720,204 | $ | 632,051 | |||||||||
Less: Other operating costs | (60,659 | ) | (48,340 | ) | (177,782 | ) | (148,168 | ) | |||||||||
Less: General and administrative | (45,422 | ) | (27,489 | ) | (126,580 | ) | (88,450 | ) | |||||||||
Less: Depreciation and amortization | (65,289 | ) | (48,604 | ) | (204,176 | ) | (136,428 | ) | |||||||||
Less: Interest expense—net | (28,039 | ) | (10,724 | ) | (52,089 | ) | (30,317 | ) | |||||||||
Less: Non-operating expenses | (6,594 | ) | — | (34,250 | ) | (20,000 | ) | ||||||||||
Income before applicable income taxes | $ | 63,281 | $ | 79,498 | $ | 125,327 | $ | 208,688 | |||||||||
SUMMARY_OF_SIGNIFICANT_ACCOUNT1
SUMMARY OF SIGNIFICANT ACCOUNTING AND REPORTING POLICIES (Policies) | 9 Months Ended | |
Sep. 30, 2014 | ||
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, 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") and should be read in conjunction with the Company's 2013 audited financial statements and notes thereto included in the Company's Annual Report on Form 10-K. The accompanying consolidated financial statements are unaudited; however, in the opinion of management they include all normal recurring adjustments necessary for a fair presentation of the Company's financial position, results of operations and cash flows for the periods presented. Results of operations reported for interim periods are not necessarily indicative of results for the entire year. All intercompany balances and transactions have been eliminated. | ||
As of September 30, 2014, Vantiv, Inc. and Fifth Third owned interests in Vantiv Holding of 77.25% and 22.75%, respectively (see Note 8 - Controlling and Non-controlling Interests 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 primarily represent Fifth Third's minority 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 consolidated 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 primarily consist 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, third party processing expenses, telecommunication charges, postage and card production costs. | |
• | 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 primarily relate to the refinancing of the Company's senior secured credit facilities (see Note 5 - Long-Term Debt) and the change in fair value of a tax receivable agreement ("TRA") (see Note 4 - Tax Receivable Agreements) entered into in June 2014. The 2013 amount relates to the refinancing of the Company's senior secured credit facilities in May 2013. | |
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. For the nine months ended September 30, 2014 and 2013 total share-based compensation expense was $30.8 million and $21.4 million, respectively. | ||
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 10 - Net Income Per Share for further discussion. | ||
Income Taxes | ' | |
Income Taxes | ||
Vantiv, Inc. is taxed as a C corporation for U.S. income tax purposes and is therefore subject to both federal and state taxation at a corporate level. | ||
Income taxes are computed in accordance with ASC 740, Income Taxes, and reflect the net tax effects of temporary differences between the financial reporting carrying amounts of assets and liabilities and the corresponding income tax amounts. The Company has deferred tax assets and liabilities and maintains valuation allowances where it is more likely than not that all or a portion of deferred tax assets will not be realized. To the extent the Company determines that it will not realize the benefit of some or all of its deferred tax assets, such deferred tax assets will be adjusted through the Company’s provision for income taxes in the period in which this determination is made. As of September 30, 2014 and December 31, 2013 the Company had recorded no valuation allowances against deferred tax assets. | ||
The Company's consolidated interim effective tax rate is based upon expected annual income from operations, statutory tax rates and tax laws in the various jurisdictions in which the Company operates. Significant or unusual items, including adjustments to accruals for tax uncertainties, are recognized in the quarter in which the related event occurs. | ||
The Company's effective tax rates were 30.4% and 30.5%, respectively, for the nine months ended September 30, 2014 and 2013. The effective tax rate for each period reflects the impact of the Company's non-controlling interests. | ||
Cash and Cash Equivalents | ' | |
Cash and Cash Equivalents | ||
Investments with original maturities of three months or less (that are readily convertible to cash) are considered to be cash equivalents and are stated at cost, which approximates fair value. Cash equivalents consist primarily of overnight EuroDollar sweep accounts which are maintained at reputable financial institutions with high credit quality and therefore are considered to bear minimal credit risk. | ||
Accounts Receivable—net | ' | |
Accounts Receivable—net | ||
Accounts receivable primarily represent processing revenues earned but not collected. For a majority of its customers, the Company has the authority to debit the client’s bank accounts through the Federal Reserve’s Automated Clearing House; as such, collectibility is reasonably assured. The Company records a reserve for doubtful accounts when it is probable that the accounts receivable will not be collected. The Company reviews historical loss experience and the financial position of its customers when estimating the allowance. As of September 30, 2014 and December 31, 2013, the allowance for doubtful accounts was not material to the Company’s consolidated 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 facilities, 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 facilities 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. Accumulated depreciation as of September 30, 2014 and December 31, 2013 was $187.8 million and $137.4 million, respectively. | ||
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, 2014 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 September 30, 2014. | ||
Intangible assets consist of acquired customer relationships, trade names and customer portfolios and related assets that are amortized over their estimated useful lives. Subsequent to the Mercury acquisition in June 2014, the Company decided to phase out an existing trade name used in the ISO channel within the Merchant Services segment. As a result of this decision, the remaining useful life was changed from indefinite to definite which resulted in the Company recording a charge to amortization expense of $34.3 million during the quarter ended June 30, 2014. The remaining fair value will be amortized on a straight-line basis over the remaining estimated useful life of two years. | ||
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 costs, 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. The Company does not enter into derivative financial instruments for speculative purposes. | ||
New Accounting Pronouncements | ' | |
New Accounting Pronouncement | ||
In May 2014, the Financial Accounting Standards Board issued Accounting Standards Update ("ASU") 2014-09, "Revenue From Contracts With Customers." The ASU supersedes the revenue recognition requirements in ASC 605, Revenue Recognition. The amendment provides a five-step analysis of transactions to determine when and how revenue is recognized, based upon the core principal that revenue is recognized to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The amendment also requires additional disclosures regarding the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The amendment is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2016, with early adoption prohibited. The amendment allows companies to use either a full retrospective or a modified retrospective approach to adopt this ASU. The Company is currently evaluating which transition approach to use and assessing the impact of the adoption of this principle on the Company's consolidated financial statements. |
BUSINESS_COMBINATIONS_Tables
BUSINESS COMBINATIONS (Tables) | 9 Months Ended | |||||||||||||||
Sep. 30, 2014 | ||||||||||||||||
Business Combinations [Abstract] | ' | |||||||||||||||
Schedule of Contingent Consideration | ' | |||||||||||||||
The following is the estimated fair value of the purchase price for Mercury (in thousands): | ||||||||||||||||
Cash purchase price paid at closing | $ | 1,681,179 | ||||||||||||||
Fair value of contingent consideration related to a TRA | 137,120 | |||||||||||||||
Total purchase price | $ | 1,818,299 | ||||||||||||||
Schedule of recognized identified assets acquired and liabilities assumed | ' | |||||||||||||||
The preliminary purchase price allocation is as follows (in thousands): | ||||||||||||||||
Cash acquired | $ | 22,485 | ||||||||||||||
Current assets | 47,421 | |||||||||||||||
Property, equipment and software | 34,156 | |||||||||||||||
Customer relationship intangible assets | 412,500 | |||||||||||||||
Goodwill | 1,329,294 | |||||||||||||||
Deferred tax assets | 13,496 | |||||||||||||||
Other non-current assets | 9,026 | |||||||||||||||
Current and non-current liabilities | (50,079 | ) | ||||||||||||||
Total purchase price | $ | 1,818,299 | ||||||||||||||
Business Acquisition, Pro Forma Information | ' | |||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
(Actual) | (Pro forma) | (Pro forma) | (Pro forma) | |||||||||||||
(in thousands, except share data) | ||||||||||||||||
Total revenue | $ | 697,109 | $ | 619,033 | $ | 2,003,239 | $ | 1,791,065 | ||||||||
Income from operations | 97,914 | 101,127 | 223,034 | 262,580 | ||||||||||||
Net income including non-controlling interests | 42,845 | 50,451 | 95,160 | 102,656 | ||||||||||||
Net income attributable to Vantiv, Inc. | 29,986 | 32,090 | 62,623 | 61,017 | ||||||||||||
Net income per share attributable to Vantiv, Inc. Class A common stock: | ||||||||||||||||
Basic | $ | 0.21 | $ | 0.23 | $ | 0.44 | $ | 0.44 | ||||||||
Diluted | $ | 0.2 | $ | 0.22 | $ | 0.44 | $ | 0.41 | ||||||||
Shares used in computing net income per share of Class A common stock: | ||||||||||||||||
Basic | 144,632,010 | 139,968,417 | 141,127,560 | 138,142,146 | ||||||||||||
Diluted | 199,698,988 | 201,011,014 | 199,074,819 | 207,843,165 | ||||||||||||
GOODWILL_AND_INTANGIBLE_ASSETS1
GOODWILL AND INTANGIBLE ASSETS (Tables) | 9 Months Ended | ||||||||||||
Sep. 30, 2014 | |||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | ||||||||||||
Schedule of Goodwill | ' | ||||||||||||
A summary of changes in goodwill through September 30, 2014 is as follows (in thousands): | |||||||||||||
Merchant Services | Financial Institution Services | Total | |||||||||||
Balance as of December 31, 2013 | $ | 1,368,763 | $ | 574,850 | $ | 1,943,613 | |||||||
Goodwill attributable to acquisition of Mercury | 1,329,294 | — | 1,329,294 | ||||||||||
Balance as of September 30, 2014 | $ | 2,698,057 | $ | 574,850 | $ | 3,272,907 | |||||||
Schedule of intangible assets | ' | ||||||||||||
As of September 30, 2014 and December 31, 2013, the Company's intangible assets consisted of the following (in thousands): | |||||||||||||
September 30, | December 31, | ||||||||||||
2014 | 2013 | ||||||||||||
Customer relationship intangible assets | $ | 1,677,118 | $ | 1,234,042 | |||||||||
Trade name - indefinite lived | — | 41,000 | |||||||||||
Trade name - finite lived | 14,733 | 500 | |||||||||||
Customer portfolios and related assets | 55,128 | 26,422 | |||||||||||
1,746,979 | 1,301,964 | ||||||||||||
Less accumulated amortization on: | |||||||||||||
Customer relationship intangible assets | 609,321 | 496,906 | |||||||||||
Trade name - finite lived | 2,041 | 208 | |||||||||||
Customer portfolios and related assets | 20,774 | 9,518 | |||||||||||
632,136 | 506,632 | ||||||||||||
$ | 1,114,843 | $ | 795,332 | ||||||||||
Schedule of expected amortization expense | ' | ||||||||||||
The estimated amortization expense of intangible assets for the next five years is as follows (in thousands): | |||||||||||||
Three months ending December 31, 2014 | $ | 46,205 | |||||||||||
2015 | 180,112 | ||||||||||||
2016 | 168,966 | ||||||||||||
2017 | 158,976 | ||||||||||||
2018 | 154,756 | ||||||||||||
2019 | 150,990 | ||||||||||||
TAX_RECEIVABLE_AGREEMENTS_Tabl
TAX RECEIVABLE AGREEMENTS (Tables) | 9 Months Ended | |||||||||||||||||||||||
Sep. 30, 2014 | ||||||||||||||||||||||||
Tax Receivable Agreements Disclosure [Abstract] | ' | |||||||||||||||||||||||
Schedule of the company's liability pursuant to the TRAs | ' | |||||||||||||||||||||||
The following table reflects TRA activity and balances as of September 30, 2014 (in thousands): | ||||||||||||||||||||||||
Balance as of | 2014 TRA Payment | 2014 Secondary Offering | Acquisition of Mercury | Change in Value | Balance as of | |||||||||||||||||||
31-Dec-13 | 30-Sep-14 | |||||||||||||||||||||||
IPO TRAs | $ | 559,700 | $ | (8,639 | ) | $ | 109,400 | $ | — | $ | 638 | $ | 661,099 | |||||||||||
Mercury TRA | — | — | — | 137,120 | 7,673 | 144,793 | ||||||||||||||||||
Total | $ | 559,700 | $ | (8,639 | ) | $ | 109,400 | $ | 137,120 | $ | 8,311 | $ | 805,892 | |||||||||||
LONGTERM_DEBT_Tables
LONG-TERM DEBT (Tables) | 9 Months Ended | |||||||
Sep. 30, 2014 | ||||||||
Debt Disclosure [Abstract] | ' | |||||||
Schedule of Company's debt | ' | |||||||
As of September 30, 2014 and December 31, 2013, the Company's debt consisted of the following: | ||||||||
September 30, | December 31, | |||||||
2014 | 2013 | |||||||
(in thousands) | ||||||||
$2,050.0 million term A loan, maturing on June 2019, and bearing interest at a variable base rate (LIBOR) plus a spread rate (200 basis points) (total rate of 2.15% at September 30, 2014) and amortizing on a basis of 1.25% per quarter during each of the first twelve quarters, 1.875% per quarter during the next four quarters and 2.50% during next three quarters with a balloon payment due at maturity | $ | 2,024,375 | $ | — | ||||
$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 | ||||||
$1,400.0 million term B loan, maturing on June 2021, and bearing interest at a variable base rate (LIBOR) plus a spread rate (300 basis points) with a floor of 75 basis points (total rate of 3.75% at September 30, 2014) and amortizing on a basis of 0.25% per quarter, with a balloon payment due at maturity | 1,396,500 | — | ||||||
$10.1 million leasehold mortgage, expiring on August 10, 2021 and bearing interest payable monthly at a fixed rate (rate of 6.22% at September 30, 2014) | 10,131 | 10,131 | ||||||
Less: Current portion of note payable and current portion of note payable to related party | (116,501 | ) | (92,500 | ) | ||||
Less: Original issue discount | (8,516 | ) | (2,631 | ) | ||||
Note payable and note payable to related party | $ | 3,305,989 | $ | 1,718,750 | ||||
DERIVATIVES_AND_HEDGING_ACTIVI1
DERIVATIVES AND HEDGING ACTIVITIES (Tables) | 9 Months Ended | ||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||
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 | September 30, 2014 | December 31, 2013 | |||||||||||||||
Financial Position Location | |||||||||||||||||
Interest rate swaps | Other long-term assets | $ | 1,649 | $ | 4,545 | ||||||||||||
Interest rate swaps | Other current liabilities | 2,882 | — | ||||||||||||||
Interest rate swaps | Other long-term liabilities | 1,885 | 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 three months and nine months ended September 30, 2014 and 2013 (in thousands): | |||||||||||||||||
Three Months Ended | Nine Months Ended | ||||||||||||||||
September 30, | September 30, | ||||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
Derivatives in cash flow hedging relationships: | |||||||||||||||||
Amount of gain (loss) recognized in other comprehensive income (effective portion) | $ | 2,968 | $ | (8,057 | ) | $ | (5,865 | ) | $ | 506 | |||||||
Amount of loss reclassified from AOCI into earnings (effective portion) | (1,114 | ) | (243 | ) | (1,932 | ) | (277 | ) | |||||||||
Amount of gain (loss) recognized in earnings (1) | — | — | (2 | ) | — | ||||||||||||
-1 | 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) | 9 Months Ended | ||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||
Noncontrolling Interest [Abstract] | ' | ||||||||||||||||
Schedule of changes in units and related ownership interest | ' | ||||||||||||||||
Changes in units and related ownership interest in Vantiv Holding are summarized as follows: | |||||||||||||||||
Vantiv, Inc. | Fifth Third | Total | |||||||||||||||
As of December 31, 2013 | 141,758,681 | 48,822,826 | 190,581,507 | ||||||||||||||
% of ownership | 74.38 | % | 25.62 | % | |||||||||||||
Fifth Third exchange of Vantiv Holding units for shares of Class A common stock in connection with June 2014 secondary offering | 5,780,000 | (5,780,000 | ) | — | |||||||||||||
Share repurchases | (1,108,700 | ) | — | (1,108,700 | ) | ||||||||||||
Equity plan activity (a) | (299,654 | ) | — | (299,654 | ) | ||||||||||||
As of September 30, 2014 | 146,130,327 | 43,042,826 | 189,173,153 | ||||||||||||||
% of ownership | 77.25 | % | 22.75 | % | |||||||||||||
(a) | Includes stock issued under equity plans less Class A common stock withheld to satisfy employee tax withholding obligations upon vesting or exercise of employee equity awards and forfeitures of restricted Class A common stock awards | ||||||||||||||||
Schedule of reconciliation of net income attributable to non-controlling interest | ' | ||||||||||||||||
The table below provides a reconciliation of net income attributable to non-controlling interests based on relative ownership interests as discussed above (in thousands): | |||||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
Net income | $ | 42,845 | $ | 54,605 | $ | 87,249 | $ | 145,038 | |||||||||
Items not allocable to non-controlling interests: | 0 | ||||||||||||||||
Vantiv, Inc. expenses (a) | 12,687 | 17,857 | 32,501 | 41,922 | |||||||||||||
Vantiv Holding net income | 55,532 | 72,462 | 119,750 | 186,960 | |||||||||||||
Net income attributable to non-controlling interests of Fifth Third (b) | 12,695 | 18,894 | 30,071 | 54,300 | |||||||||||||
Net income attributable to PUMS non-controlling interest (c) | 164 | — | 465 | — | |||||||||||||
Total net income attributable to non-controlling interests | $ | 12,859 | $ | 18,894 | $ | 30,536 | $ | 54,300 | |||||||||
(a) Primarily represents income tax expense related to Vantiv, Inc. | |||||||||||||||||
(b) Net income attributable to non-controlling interests of Fifth Third reflects the allocation of Vantiv Holding’s net income based on the proportionate ownership interests in Vantiv Holding held by the non-controlling unit holders. The net income attributable to non-controlling unit holders reflects the changes in ownership interests summarized in the table above. | |||||||||||||||||
(c) | Reflects net income attributable to the non-controlling interest of PUMS. |
FAIR_VALUE_MEASUREMENTS_Tables
FAIR VALUE MEASUREMENTS (Tables) | 9 Months Ended | ||||||||||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||||||||||
Fair Value Disclosures [Abstract] | ' | ||||||||||||||||||||||||
Schedule of assets and liabilities measured at fair value on recurring basis | ' | ||||||||||||||||||||||||
The following table summarizes assets and liabilities measured at fair value on a recurring basis as of September 30, 2014 and December 31, 2013 (in thousands): | |||||||||||||||||||||||||
September 30, 2014 | December 31, 2013 | ||||||||||||||||||||||||
Fair Value Measurements Using | |||||||||||||||||||||||||
Level 1 | Level 2 | Level 3 | Level 1 | Level 2 | Level 3 | ||||||||||||||||||||
Assets: | |||||||||||||||||||||||||
Interest rate swaps | $ | — | $ | 1,649 | $ | — | $ | — | $ | 4,545 | $ | — | |||||||||||||
Liabilities: | |||||||||||||||||||||||||
Interest rate swaps | $ | — | $ | 4,767 | $ | — | $ | — | $ | 3,728 | $ | — | |||||||||||||
Mercury TRA | — | — | 144,793 | — | — | — | |||||||||||||||||||
Schedule of carrying amounts and estimated fair values for assets and liabilities, excluding assets and liabilities measured at fair value on a recurring basis | ' | ||||||||||||||||||||||||
The following table summarizes carrying amounts and estimated fair values for financial assets and liabilities, excluding assets and liabilities measured at fair value on a recurring basis, as of September 30, 2014 and December 31, 2013 (in thousands): | |||||||||||||||||||||||||
September 30, 2014 | December 31, 2013 | ||||||||||||||||||||||||
Carrying | Fair Value | Carrying | Fair Value | ||||||||||||||||||||||
Amount | Amount | ||||||||||||||||||||||||
Assets: | |||||||||||||||||||||||||
Cash and cash equivalents | $ | 371,447 | $ | 371,447 | $ | 171,427 | $ | 171,427 | |||||||||||||||||
Liabilities: | |||||||||||||||||||||||||
Note payable | 3,422,490 | 3,390,827 | 1,811,250 | 1,815,459 | |||||||||||||||||||||
NET_INCOME_PER_SHARE_Tables
NET INCOME PER SHARE (Tables) | 9 Months Ended | ||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||
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): | |||||||||||||||||
Three Months Ended | Nine Months Ended | ||||||||||||||||
September 30, | September 30, | ||||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
Basic: | |||||||||||||||||
Net income attributable to Vantiv, Inc. | $ | 29,986 | $ | 35,711 | $ | 56,713 | $ | 90,738 | |||||||||
Shares used in computing basic net income per share: | |||||||||||||||||
Weighted-average Class A common shares | 144,632,010 | 139,968,417 | 141,127,560 | 138,142,146 | |||||||||||||
Basic net income per share | $ | 0.21 | $ | 0.26 | $ | 0.4 | $ | 0.66 | |||||||||
Diluted: | |||||||||||||||||
Consolidated income before applicable income taxes | $ | 63,281 | $ | 79,498 | $ | 125,327 | $ | 208,688 | |||||||||
Income tax expense excluding impact of non-controlling interest | 23,098 | 30,607 | 45,744 | 80,345 | |||||||||||||
Net income attributable to Vantiv, Inc. | $ | 40,183 | $ | 48,891 | $ | 79,583 | $ | 128,343 | |||||||||
Shares used in computing diluted net income per share: | |||||||||||||||||
Weighted-average Class A common shares | 144,632,010 | 139,968,417 | 141,127,560 | 138,142,146 | |||||||||||||
Weighted-average Class B units of Vantiv Holding | 43,042,826 | 50,833,696 | 46,282,167 | 60,934,515 | |||||||||||||
Warrant | 10,349,050 | 8,429,342 | 10,058,028 | 6,987,250 | |||||||||||||
Restricted stock awards | 1,140,561 | 1,779,559 | 1,352,914 | 1,779,254 | |||||||||||||
Stock options | 534,541 | — | 254,150 | — | |||||||||||||
Diluted weighted-average shares outstanding | 199,698,988 | 201,011,014 | 199,074,819 | 207,843,165 | |||||||||||||
Diluted net income per share | $ | 0.2 | $ | 0.24 | $ | 0.4 | $ | 0.62 | |||||||||
ACCUMULATED_OTHER_COMPREHENSIV1
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) (Tables) | 9 Months Ended | ||||||||||||||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||||||||||||||
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 (loss) related to cash flow hedging and other activities for the three months and nine months ended September 30, 2014 and 2013 is presented below (in thousands). | |||||||||||||||||||||||||||||
Total Other Comprehensive Income (Loss) | |||||||||||||||||||||||||||||
AOCI | Pretax Activity | Tax Effect | Net Activity | Attributable to non-controlling interests | Attributable to Vantiv, Inc. | AOCI | |||||||||||||||||||||||
Beginning | Ending | ||||||||||||||||||||||||||||
Balance | Balance | ||||||||||||||||||||||||||||
Three months ended September 30, 2014 | |||||||||||||||||||||||||||||
Net change in fair value recorded in accumulated OCI | $ | (4,120 | ) | $ | 2,968 | $ | (856 | ) | $ | 2,112 | $ | (675 | ) | $ | 1,437 | $ | (2,683 | ) | |||||||||||
Net realized loss reclassified into earnings (a) | 658 | 1,114 | (321 | ) | 793 | (254 | ) | 539 | 1,197 | ||||||||||||||||||||
Other | 4 | (70 | ) | — | (70 | ) | — | (70 | ) | (66 | ) | ||||||||||||||||||
Net change | $ | (3,458 | ) | $ | 4,012 | $ | (1,177 | ) | $ | 2,835 | $ | (929 | ) | $ | 1,906 | $ | (1,552 | ) | |||||||||||
Three months ended September 30, 2013 | |||||||||||||||||||||||||||||
Net change in fair value recorded in accumulated OCI | $ | 3,900 | $ | (8,057 | ) | $ | 2,210 | $ | (5,847 | ) | $ | 2,082 | $ | (3,765 | ) | $ | 135 | ||||||||||||
Net realized loss reclassified into earnings (a) | 15 | 243 | (67 | ) | 176 | (61 | ) | 115 | 130 | ||||||||||||||||||||
Net change | $ | 3,915 | $ | (7,814 | ) | $ | 2,143 | $ | (5,671 | ) | $ | 2,021 | $ | (3,650 | ) | $ | 265 | ||||||||||||
Nine months ended September 30, 2014 | |||||||||||||||||||||||||||||
Net change in fair value recorded in accumulated OCI | $ | (5 | ) | $ | (5,865 | ) | $ | 1,569 | $ | (4,296 | ) | $ | 1,618 | $ | (2,678 | ) | $ | (2,683 | ) | ||||||||||
Net realized loss reclassified into earnings (a) | 269 | 1,932 | (554 | ) | 1,378 | (450 | ) | 928 | 1,197 | ||||||||||||||||||||
Other | — | (66 | ) | — | (66 | ) | — | (66 | ) | (66 | ) | ||||||||||||||||||
Net change | $ | 264 | $ | (3,999 | ) | $ | 1,015 | $ | (2,984 | ) | $ | 1,168 | $ | (1,816 | ) | $ | (1,552 | ) | |||||||||||
Nine months ended September 30, 2013 | |||||||||||||||||||||||||||||
Net change in fair value recorded in accumulated OCI | $ | — | $ | 506 | $ | (80 | ) | $ | 426 | $ | (291 | ) | $ | 135 | $ | 135 | |||||||||||||
Net realized loss reclassified into earnings (a) | — | 277 | (76 | ) | 201 | (71 | ) | 130 | 130 | ||||||||||||||||||||
Net change | $ | — | $ | 783 | $ | (156 | ) | $ | 627 | $ | (362 | ) | $ | 265 | $ | 265 | |||||||||||||
(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 | Interest expense-net | ||||||||||||||||||||||||||||
Tax effect | Income tax expense | ||||||||||||||||||||||||||||
OCI Attributable to non-controlling interests | Net income attributable to non-controlling interests |
SEGMENT_INFORMATION_Tables
SEGMENT INFORMATION (Tables) | 9 Months Ended | ||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||
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. | |||||||||||||||||
Three Months Ended September 30, 2014 | |||||||||||||||||
Financial Institution | |||||||||||||||||
Merchant Services | Services | Total | |||||||||||||||
Total revenue | $ | 580,082 | $ | 117,027 | $ | 697,109 | |||||||||||
Network fees and other costs | 282,431 | 34,161 | 316,592 | ||||||||||||||
Sales and marketing | 104,460 | 6,773 | 111,233 | ||||||||||||||
Segment profit | $ | 193,191 | $ | 76,093 | $ | 269,284 | |||||||||||
Three Months Ended September 30, 2013 | |||||||||||||||||
Financial Institution | |||||||||||||||||
Merchant Services | Services | Total | |||||||||||||||
Total revenue | $ | 413,360 | $ | 118,987 | $ | 532,347 | |||||||||||
Network fees and other costs | 203,642 | 34,499 | 238,141 | ||||||||||||||
Sales and marketing | 72,534 | 7,017 | 79,551 | ||||||||||||||
Segment profit | $ | 137,184 | $ | 77,471 | $ | 214,655 | |||||||||||
Nine Months Ended September 30, 2014 | |||||||||||||||||
Financial Institution | |||||||||||||||||
Merchant Services | Services | Total | |||||||||||||||
Total revenue | $ | 1,486,991 | $ | 356,427 | $ | 1,843,418 | |||||||||||
Network fees and other costs | 738,440 | 104,590 | 843,030 | ||||||||||||||
Sales and marketing | 260,225 | 19,959 | 280,184 | ||||||||||||||
Segment profit | $ | 488,326 | $ | 231,878 | $ | 720,204 | |||||||||||
Nine Months Ended September 30, 2013 | |||||||||||||||||
Financial Institution | |||||||||||||||||
Merchant Services | Services | Total | |||||||||||||||
Total revenue | $ | 1,197,497 | $ | 352,225 | $ | 1,549,722 | |||||||||||
Network fees and other costs | 585,364 | 100,344 | 685,708 | ||||||||||||||
Sales and marketing | 213,034 | 18,929 | 231,963 | ||||||||||||||
Segment profit | $ | 399,099 | $ | 232,952 | $ | 632,051 | |||||||||||
Schedule of reconciliation of total segment profit to the company's income before applicable income taxes | ' | ||||||||||||||||
A reconciliation of total segment profit to the Company’s income before applicable income taxes is as follows (in thousands): | |||||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
Total segment profit | $ | 269,284 | $ | 214,655 | $ | 720,204 | $ | 632,051 | |||||||||
Less: Other operating costs | (60,659 | ) | (48,340 | ) | (177,782 | ) | (148,168 | ) | |||||||||
Less: General and administrative | (45,422 | ) | (27,489 | ) | (126,580 | ) | (88,450 | ) | |||||||||
Less: Depreciation and amortization | (65,289 | ) | (48,604 | ) | (204,176 | ) | (136,428 | ) | |||||||||
Less: Interest expense—net | (28,039 | ) | (10,724 | ) | (52,089 | ) | (30,317 | ) | |||||||||
Less: Non-operating expenses | (6,594 | ) | — | (34,250 | ) | (20,000 | ) | ||||||||||
Income before applicable income taxes | $ | 63,281 | $ | 79,498 | $ | 125,327 | $ | 208,688 | |||||||||
BASIS_OF_PRESENTATION_Details
BASIS OF PRESENTATION (Details) (USD $) | 9 Months Ended | 0 Months Ended | 1 Months Ended | 9 Months Ended | 1 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Jun. 03, 2014 | Mar. 10, 2014 | Oct. 31, 2013 | Sep. 30, 2014 | Feb. 28, 2014 | Sep. 30, 2014 | |
Paid-in Capital | Paid-in Capital | Class A Common Stock | Class A Common Stock | Fifth Third | Advent | October 2013 Authorized Share Repurchase Program | October 2013 Authorized Share Repurchase Program | February 2014 Authorized Share Repurchase Program | February 2014 Authorized Share Repurchase Program | |||
Common stock | Common stock | Class A Common Stock | Class A Common Stock | |||||||||
Nature of Business [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock Repurchase Program, Authorized Amount | ' | ' | ' | ' | ' | ' | ' | ' | $137,000,000 | ' | $300,000,000 | ' |
Share repurchases (in shares) | ' | ' | ' | ' | -1,109,000 | -17,453,000 | ' | ' | ' | -1,108,700 | ' | 0 |
Stock Repurchased and Retired During Period, Value | $34,366,000 | $400,592,000 | $34,366,000 | $400,592,000 | ' | ' | ' | ' | ' | $34,366,000 | ' | ' |
Shares of Stock sold by Selling Shareholders in Secondary Offering Issued to Underwriters (in shares) | ' | ' | ' | ' | ' | ' | 5,800,000 | 18,800,000 | ' | ' | ' | ' |
BASIS_OF_PRESENTATION_Details_
BASIS OF PRESENTATION (Details 2) | 1 Months Ended |
Jun. 30, 2009 | |
Sponsorship agreement | ' |
Sponsorship agreement term | '10 years |
SUMMARY_OF_SIGNIFICANT_ACCOUNT2
SUMMARY OF SIGNIFICANT ACCOUNTING AND REPORTING POLICIES (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | |
Accounting Policies [Abstract] | ' | ' | ' | ' |
Share-based Compensation Expense | ' | $30,800,000 | $21,400,000 | ' |
Effective Income Tax Rate Reconciliation, Percent | ' | 30.40% | 30.50% | ' |
Write-off of intangible asset | 34,267,000 | 34,267,000 | 0 | ' |
Finite-Lived Intangible Assets, Remaining Amortization Period | '2 years | '2 years | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' | ' | ' |
Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment | ' | $187,800,000 | ' | $137,400,000 |
Building and improvements | Minimum | ' | ' | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' | ' | ' |
Estimated Useful Life | ' | '15 years | ' | ' |
Building and improvements | Maximum | ' | ' | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' | ' | ' |
Estimated Useful Life | ' | '40 years | ' | ' |
Furniture and equipment | Minimum | ' | ' | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' | ' | ' |
Estimated Useful Life | ' | '2 years | ' | ' |
Furniture and equipment | Maximum | ' | ' | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' | ' | ' |
Estimated Useful Life | ' | '10 years | ' | ' |
Software | Minimum | ' | ' | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' | ' | ' |
Estimated Useful Life | ' | '3 years | ' | ' |
Software | Maximum | ' | ' | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' | ' | ' |
Estimated Useful Life | ' | '5 years | ' | ' |
Leasehold improvements | Minimum | ' | ' | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' | ' | ' |
Estimated Useful Life | ' | '3 years | ' | ' |
Leasehold improvements | Maximum | ' | ' | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' | ' | ' |
Estimated Useful Life | ' | '10 years | ' | ' |
Software development | Minimum | ' | ' | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' | ' | ' |
Estimated Useful Life | ' | '3 years | ' | ' |
Software development | Maximum | ' | ' | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' | ' | ' |
Estimated Useful Life | ' | '5 years | ' | ' |
BUSINESS_COMBINATIONS_Estimate
BUSINESS COMBINATIONS Estimated Fair Value of Purchase Price (Details) (USD $) | 0 Months Ended | |||
In Thousands, unless otherwise specified | Jun. 13, 2014 | Sep. 30, 2014 | Jun. 13, 2014 | Sep. 30, 2013 |
Estimated Fair Value of Purchase Price [Abstract] | ' | ' | ' | ' |
Cash purchase price paid at closing | $1,681,179 | ' | ' | ' |
Issuance of tax receivable agreement as contingent consideration | ' | 137,120 | 137,120 | 0 |
Total purchase price | $1,818,299 | ' | ' | ' |
BUSINESS_COMBINATIONS_Prelimin
BUSINESS COMBINATIONS Preliminary Purchase Price Allocation (Details) (USD $) | 0 Months Ended | 9 Months Ended | ||
Jun. 13, 2014 | Sep. 30, 2014 | Jun. 13, 2014 | Dec. 31, 2013 | |
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Less Noncontrolling Interest [Abstract] | ' | ' | ' | ' |
Cash acquired | ' | ' | $22,485,000 | ' |
Current assets | ' | ' | 47,421,000 | ' |
Property, equipment and software | ' | ' | 34,156,000 | ' |
Goodwill | ' | 3,272,907,000 | 1,329,294,000 | 1,943,613,000 |
Deferred tax assets | ' | ' | -13,496,000 | ' |
Other non-current assets | ' | ' | 9,026,000 | ' |
Current and non-current liabilities | ' | ' | -50,079,000 | ' |
Total purchase price | ' | ' | 1,818,299,000 | ' |
Incurred expenses from acquisition | ' | 13,600,000 | ' | ' |
Business Combination Stock Based Compensation Fair Value | ' | ' | 32,100,000 | ' |
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | 17,700,000 | ' | ' | ' |
Customer relationship intangible assets | ' | ' | ' | ' |
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Less Noncontrolling Interest [Abstract] | ' | ' | ' | ' |
Customer relationship intangible assets | 412,500,000 | ' | 412,500,000 | ' |
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | ' | '10 years | ' | ' |
Mercury Payment Systems | ' | ' | ' | ' |
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Less Noncontrolling Interest [Abstract] | ' | ' | ' | ' |
Tax Receivable Agreement Liability Recorded | $137,120,000 | ' | ' | ' |
BUSINESS_COMBINATIONS_Pro_form
BUSINESS COMBINATIONS Pro forma (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 |
Pro Forma Results [Abstract] | ' | ' | ' | ' |
Total revenue | $697,109 | $619,033 | $2,003,239 | $1,791,065 |
Income from operations | 97,914 | 101,127 | 223,034 | 262,580 |
Net income including non-controlling interests | 42,845 | 50,451 | 95,160 | 102,656 |
Net income attributable to Vantiv, Inc. | $29,986 | $32,090 | $62,623 | $61,017 |
Pro Forma Net income per share attributable to Vantiv, Inc. Class A common stock: | ' | ' | ' | ' |
Basic, Pro Forma (in dollars per share) | $0.21 | $0.23 | $0.44 | $0.44 |
Diluted, Pro Forma (in dollars per share) | $0.20 | $0.22 | $0.44 | $0.41 |
Shares used in computing net income per share of Class A common stock: | ' | ' | ' | ' |
Basic, Pro Forma (in shares) | 144,632,010 | 139,968,417 | 141,127,560 | 138,142,146 |
Diluted, Pro Forma (in shares) | 199,698,988 | 201,011,014 | 199,074,819 | 207,843,165 |
GOODWILL_AND_INTANGIBLE_ASSETS2
GOODWILL AND INTANGIBLE ASSETS Goodwill (Details) (USD $) | 9 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2014 | Jun. 13, 2014 |
Goodwill [Roll Forward] | ' | ' |
Goodwill | $1,943,613 | $1,329,294 |
Goodwill attributable to acquisition of Mercury | 1,329,294 | ' |
Goodwill | 3,272,907 | 1,329,294 |
Merchant Services | ' | ' |
Goodwill [Roll Forward] | ' | ' |
Goodwill | 1,368,763 | ' |
Goodwill attributable to acquisition of Mercury | 1,329,294 | ' |
Goodwill | 2,698,057 | ' |
Financial Institution Services | ' | ' |
Goodwill [Roll Forward] | ' | ' |
Goodwill | 574,850 | ' |
Goodwill attributable to acquisition of Mercury | 0 | ' |
Goodwill | $574,850 | ' |
GOODWILL_AND_INTANGIBLE_ASSETS3
GOODWILL AND INTANGIBLE ASSETS Intangible Assets (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2014 | Jun. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | |
Finite-Lived Intangible Assets, Net [Abstract] | ' | ' | ' | ' | ' | ' |
Finite-Lived and Indefinite-Lived Intangible Assets, Gross | $1,746,979,000 | ' | ' | $1,746,979,000 | ' | $1,301,964,000 |
Finite-Lived Intangible Assets, Accumulated Amortization | 632,136,000 | ' | ' | 632,136,000 | ' | 506,632,000 |
Intangible Assets, Net (Excluding Goodwill) | 1,114,843,000 | ' | ' | 1,114,843,000 | ' | 795,332,000 |
Write-off of intangible asset | ' | 34,267,000 | ' | 34,267,000 | 0 | ' |
Finite-Lived Trade Names, Gross | 6,700,000 | ' | ' | 6,700,000 | ' | ' |
Amortization expense on intangible assets | 47,100,000 | ' | 32,900,000 | 152,100,000 | 95,600,000 | ' |
Finite-Lived Intangible Assets, Remaining Amortization Period | ' | '2 years | ' | '2 years | ' | ' |
Estimated amortization expense of intangible assets for the next five years | ' | ' | ' | ' | ' | ' |
Remainder of Fiscal Year | 46,205,000 | ' | ' | 46,205,000 | ' | ' |
2015 | 180,112,000 | ' | ' | 180,112,000 | ' | ' |
2016 | 168,966,000 | ' | ' | 168,966,000 | ' | ' |
2017 | 158,976,000 | ' | ' | 158,976,000 | ' | ' |
2018 | 154,756,000 | ' | ' | 154,756,000 | ' | ' |
2019 | 150,990,000 | ' | ' | 150,990,000 | ' | ' |
Customer relationship intangible assets | ' | ' | ' | ' | ' | ' |
Finite-Lived Intangible Assets, Net [Abstract] | ' | ' | ' | ' | ' | ' |
Finite-Lived Intangible Assets, Gross | 1,677,118,000 | ' | ' | 1,677,118,000 | ' | 1,234,042,000 |
Finite-Lived Intangible Assets, Accumulated Amortization | 609,321,000 | ' | ' | 609,321,000 | ' | 496,906,000 |
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | ' | ' | ' | '10 years | ' | ' |
Trade name | ' | ' | ' | ' | ' | ' |
Finite-Lived Intangible Assets, Net [Abstract] | ' | ' | ' | ' | ' | ' |
Finite-Lived Intangible Assets, Gross | 14,733,000 | ' | ' | 14,733,000 | ' | 500,000 |
Finite-Lived Intangible Assets, Accumulated Amortization | 2,041,000 | ' | ' | 2,041,000 | ' | 208,000 |
Customer portfolios and related assets | ' | ' | ' | ' | ' | ' |
Finite-Lived Intangible Assets, Net [Abstract] | ' | ' | ' | ' | ' | ' |
Finite-Lived Intangible Assets, Gross | 55,128,000 | ' | ' | 55,128,000 | ' | 26,422,000 |
Finite-Lived Intangible Assets, Accumulated Amortization | 20,774,000 | ' | ' | 20,774,000 | ' | 9,518,000 |
Finite-lived Intangible Assets Acquired | ' | ' | ' | 28,700,000 | ' | ' |
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | ' | ' | ' | '4 years | ' | ' |
Trade name | ' | ' | ' | ' | ' | ' |
Finite-Lived Intangible Assets, Net [Abstract] | ' | ' | ' | ' | ' | ' |
Indefinite-Lived Trade Names | $0 | ' | ' | $0 | ' | $41,000,000 |
TAX_RECEIVABLE_AGREEMENTS_Deta
TAX RECEIVABLE AGREEMENTS (Details) (USD $) | 9 Months Ended | 0 Months Ended | 3 Months Ended | 9 Months Ended | 1 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | Jun. 13, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Jun. 13, 2014 | Jun. 30, 2014 | Sep. 30, 2014 | Mar. 21, 2012 | Sep. 30, 2014 | Dec. 31, 2013 | |
Mercury Payment Systems | Mercury Payment Systems | Mercury Payment Systems | Mercury Payment Systems | Fifth Third | Fifth Third | Fifth Third | Pre-IPO investors | Pre-IPO investors | ||||
Subsidiaries | Subsidiaries | Subsidiaries | ||||||||||
TRAs | ||||||||||||
TRA Activity [Roll Forward] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Tax Receivable Agreements Obligation | $559,700,000 | ' | ' | ' | ' | $0 | ' | ' | ' | ' | $661,099,000 | $559,700,000 |
Payments under tax receivable agreements | -8,639,000 | 0 | ' | ' | ' | ' | ' | ' | -8,639,000 | ' | ' | ' |
Tax Receivable Agreement Liability Recorded | ' | ' | ' | 137,120,000 | ' | ' | ' | 109,400,000 | 109,400,000 | ' | ' | ' |
Tax Receivable Agreement Interest and Amortization | 8,311,000 | ' | ' | ' | 6,517,000 | 7,673,000 | ' | ' | 638,000 | ' | ' | ' |
Tax Receivable Agreements Obligation | 805,892,000 | ' | ' | ' | 144,793,000 | 144,793,000 | ' | ' | ' | ' | 661,099,000 | 559,700,000 |
Number of tax receivable agreements executed (in TRAs) | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2 | ' | ' |
Payments to pre-IPO investors as percentage of cash saving in income tax | ' | ' | ' | ' | ' | ' | ' | ' | ' | 85.00% | ' | ' |
Tax Receivable Agreement Liability Recorded | ' | ' | ' | 137,120,000 | ' | ' | ' | 109,400,000 | 109,400,000 | ' | ' | ' |
Deferred tax assets attributable to exchange of units of subsidiary | ' | ' | ' | ' | ' | ' | ' | 92,000,000 | ' | ' | ' | ' |
Tax Receivable Agreement Payments as Percentage of Cash Savings in Tax | ' | ' | ' | ' | ' | ' | 85.00% | ' | ' | ' | ' | ' |
Tax Receivable Agreement, Cash Savings Percent | 15.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Payments under tax receivable agreements | 8,639,000 | 0 | ' | ' | ' | ' | ' | ' | 8,639,000 | ' | ' | ' |
Current portion of tax receivable agreement obligations to related parties | $23,333,000 | ' | $8,639,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
LONGTERM_DEBT_Details
LONG-TERM DEBT (Details) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | Dec. 31, 2013 | Jun. 13, 2014 | Sep. 30, 2014 | Jun. 13, 2014 | Sep. 30, 2014 | Jun. 13, 2014 | Dec. 31, 2013 | Jun. 13, 2014 | Jun. 13, 2014 | Jun. 13, 2014 | Jun. 13, 2014 | Sep. 30, 2014 | Jun. 13, 2014 | Dec. 31, 2013 | Jun. 13, 2014 | Jun. 13, 2014 | Jun. 30, 2014 | Jun. 13, 2014 | Jun. 13, 2014 | Jun. 13, 2014 | Sep. 30, 2014 | Jun. 13, 2014 | 15-May-13 | Sep. 30, 2014 | Dec. 31, 2013 | 15-May-13 | 15-May-13 | 15-May-13 | 15-May-13 | Dec. 31, 2013 | Sep. 30, 2014 |
Term loan for corporate headquarters | Term loan for corporate headquarters | June 2014 Debt Refinancing | June 2014 Debt Refinancing | June 2014 Debt Refinancing | June 2014 Debt Refinancing | June 2014 Debt Refinancing | June 2014 Debt Refinancing | June 2014 Debt Refinancing | June 2014 Debt Refinancing | June 2014 Debt Refinancing | June 2014 Debt Refinancing | June 2014 Debt Refinancing | June 2014 Debt Refinancing | June 2014 Debt Refinancing | June 2014 Debt Refinancing | June 2014 Debt Refinancing | June 2014 Debt Refinancing | June 2014 Debt Refinancing | June 2014 Debt Refinancing | June 2014 Debt Refinancing | June 2014 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 | May 2013 Debt Refinancing | May 2013 Debt Refinancing | New Loan Agreement | |||
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 | Term B loan | Term B loan | Term B loan | Revolving credit facility | Revolving credit facility | Swing line credit facility | Letter of credit facility | Fifth Third | Term A loan | Term A loan | Term A loan | Term A loan | Term A loan | Term A loan | Term A loan | Term A loan | Fifth Third | ||||||||
First Twelve Quarters | Second Four Quarters | Following three quarters | Quarterly Amortization | Minimum | Term A loan | First eight quarters | Second eight quarters | Following three quarters | Term A loan | |||||||||||||||||||||||||
Long-term debt | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Outstanding amount of debt | ' | ' | $10,131,000 | $10,131,000 | ' | ' | ' | $2,024,375,000 | ' | $0 | ' | ' | ' | ' | $1,396,500,000 | ' | $0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0 | $1,803,750,000 | ' | ' | ' | ' | ' | ' |
Less: Current portion of note payable and current portion of note payable to related party | -116,501,000 | -92,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Less: Original issue discount | -8,516,000 | -2,631,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Note payable and note payable to related party | 3,305,989,000 | 1,718,750,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Face value of debt | ' | ' | 10,100,000 | 10,100,000 | ' | ' | ' | ' | 2,050,000,000 | ' | ' | ' | ' | ' | ' | 1,400,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,850,000,000 | ' | ' | ' | ' | ' |
Maximum borrowing capacity | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 425,000,000 | 100,000,000 | 40,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Repayment of debt | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,800,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Loan held by Fifth Third Bank | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 204,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | 343,600,000 | ' |
Fixed interest rate (as a percent) | ' | ' | 6.22% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Commitment fees (as a percent) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0.38% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Variable base rate | ' | ' | ' | ' | ' | ' | 'LIBOR | ' | ' | ' | ' | ' | ' | 'LIBOR | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 'LIBOR | ' | ' | ' | ' | ' | ' | ' | ' |
Spread rate (as a percent) | ' | ' | ' | ' | ' | ' | 2.00% | ' | ' | ' | ' | ' | ' | 3.00% | ' | ' | ' | ' | 0.75% | ' | ' | ' | ' | ' | ' | 1.75% | ' | ' | ' | ' | ' | ' | ' | ' |
Interest rate (as a percent) | ' | ' | ' | ' | ' | ' | ' | 2.15% | ' | ' | ' | ' | ' | ' | 3.75% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1.92% | ' | ' | ' | ' | ' | ' |
Amortization rate during given period (as a percent) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1.25% | 1.88% | 2.50% | ' | ' | ' | ' | 0.25% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1.25% | 1.88% | 2.50% | ' | ' |
Original Issue Discount and Deferred Finance Fees | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Unamortized deferred financing cost written off | ' | ' | ' | ' | 26,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Unamortized deferred financing fee remained capitalized | ' | ' | ' | ' | ' | 26,600,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt issue discount | ' | ' | ' | ' | ' | 8,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Guarantees and Security | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
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 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $10,000,000 |
DERIVATIVES_AND_HEDGING_ACTIVI2
DERIVATIVES AND HEDGING ACTIVITIES (Details) (USD $) | 3 Months Ended | 9 Months Ended | |||||||||||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | Dec. 31, 2013 | |
swap | swap | Fifth Third | Maximum | Minimum | Other Noncurrent Assets [Member] | Other Noncurrent Assets [Member] | Other Current Liabilities [Member] | Other Current Liabilities [Member] | Other Noncurrent Liabilities [Member] | Other Noncurrent Liabilities [Member] | |||
swap | Fifth Third | Fifth Third | |||||||||||
Cash Flow Hedges of Interest Rate Risk | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Derivative, Number of Instruments Held | 12 | ' | 12 | ' | 5 | ' | ' | ' | ' | ' | ' | ' | ' |
Notional Amount | $1,300,000,000 | ' | $1,300,000,000 | ' | ' | $318,800,000 | $262,500,000 | ' | ' | ' | ' | ' | ' |
Notional Amount of Amortized Interest Rate Cash Flow Hedge Derivatives | 1,100,000,000 | ' | 1,100,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Fair value of the Company's derivative financial instruments designated as cash flow hedges | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Interest Rate Cash Flow Hedge Asset at Fair Value | ' | ' | ' | ' | ' | ' | ' | 1,649,000 | 4,545,000 | ' | ' | ' | ' |
Interest Rate Cash Flow Hedge Liability at Fair Value | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,882,000 | 0 | 1,885,000 | 3,728,000 |
Cash Flow Hedge Gain (Loss) to be Reclassified within Twelve Months | ' | ' | 4,700,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Derivatives in cash flow hedging relationships: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Amount of gain (loss) recognized in OCI (effective portion) | 2,968,000 | -8,057,000 | -5,865,000 | 506,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Amount of loss reclassified from accumulated OCI into earnings (effective portion) | -1,114,000 | -243,000 | -1,932,000 | -277,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Gain (Loss) on Interest Rate Cash Flow Hedge Ineffectiveness | 0 | 0 | -2,000 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Derivative, Net Liability Position, Aggregate Fair Value | $4,100,000 | ' | $4,100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
CONTROLLING_AND_NONCONTROLLING2
CONTROLLING AND NON-CONTROLLING INTERESTS IN VANTIV HOLDING (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | |||||
Net Income (Loss) Attributable to Noncontrolling Interest [Abstract] | ' | ' | ' | ' | ||||
Net income | $42,845,000 | $54,605,000 | $87,249,000 | $145,038,000 | ||||
Items not allocable to non-controlling interests: | ' | ' | ' | ' | ||||
Vantiv, Inc. expenses | 20,436,000 | 24,893,000 | 38,078,000 | 63,650,000 | ||||
Net income attributable to non-controlling interests | 12,859,000 | 18,894,000 | 30,536,000 | 54,300,000 | ||||
People’s United Merchant Services | ' | ' | ' | ' | ||||
Controlling and non-controlling interests in Vantiv Holding | ' | ' | ' | ' | ||||
Ownership percentage by parent | 51.00% | ' | 51.00% | ' | ||||
Current year transactions: | ' | ' | ' | ' | ||||
Closing percentage of ownership by parent | 51.00% | ' | 51.00% | ' | ||||
Vantiv Holding | ' | ' | ' | ' | ||||
Controlling and non-controlling interests in Vantiv Holding | ' | ' | ' | ' | ||||
Ownership percentage by parent | 77.25% | ' | 77.25% | ' | ||||
Changes in units and related ownership interest | ' | ' | ' | ' | ||||
Balance (in shares) | ' | ' | 190,581,507 | ' | ||||
Current year transactions: | ' | ' | ' | ' | ||||
Share repurchases (in shares) | ' | ' | -1,108,700 | ' | ||||
Equity plan activity (in shares) | ' | ' | -299,654 | [1] | ' | |||
Balance (in shares) | 189,173,153 | ' | 189,173,153 | ' | ||||
Closing percentage of ownership by parent | 77.25% | ' | 77.25% | ' | ||||
Adjustment to net assets attributable to non-controlling interest as a result of change in ownership interest | 52,800,000 | ' | 52,800,000 | ' | ||||
Vantiv, Inc. | ' | ' | ' | ' | ||||
Items not allocable to non-controlling interests: | ' | ' | ' | ' | ||||
Vantiv, Inc. expenses | 12,687,000 | [2] | 17,857,000 | [2] | 32,501,000 | [2] | 41,922,000 | [2] |
Vantiv, Inc. | Vantiv Holding | ' | ' | ' | ' | ||||
Changes in units and related ownership interest | ' | ' | ' | ' | ||||
Balance (in shares) | ' | ' | 141,758,681 | ' | ||||
Opening percentage of ownership by parent | ' | ' | 74.38% | ' | ||||
Current year transactions: | ' | ' | ' | ' | ||||
Fifth Third exchange of Vantiv Holding units for shares of Class A common stock in connection with June 2014 secondary offering | ' | ' | -5,780,000 | ' | ||||
Share repurchases (in shares) | ' | ' | -1,108,700 | ' | ||||
Equity plan activity (in shares) | ' | ' | -299,654 | [1] | ' | |||
Balance (in shares) | 146,130,327 | ' | 146,130,327 | ' | ||||
Vantiv Holding | ' | ' | ' | ' | ||||
Items not allocable to non-controlling interests: | ' | ' | ' | ' | ||||
Net income attributable to Vantiv Holding | 55,532,000 | 72,462,000 | 119,750,000 | 186,960,000 | ||||
Net income attributable to non-controlling interests | 12,859,000 | 18,894,000 | 30,536,000 | 54,300,000 | ||||
Vantiv Holding | Fifth Third | ' | ' | ' | ' | ||||
Items not allocable to non-controlling interests: | ' | ' | ' | ' | ||||
Net income attributable to non-controlling interests | 12,695,000 | 18,894,000 | 30,071,000 | 54,300,000 | ||||
Vantiv Holding | Peoples United Bank | ' | ' | ' | ' | ||||
Items not allocable to non-controlling interests: | ' | ' | ' | ' | ||||
Net income attributable to non-controlling interests | 164,000 | 0 | 465,000 | 0 | ||||
Fifth Third | Vantiv Holding | ' | ' | ' | ' | ||||
Controlling and non-controlling interests in Vantiv Holding | ' | ' | ' | ' | ||||
Ownership percentage by noncontrolling owners | 22.75% | ' | 22.75% | ' | ||||
Changes in units and related ownership interest | ' | ' | ' | ' | ||||
Balance (in shares) | ' | ' | 48,822,826 | ' | ||||
Opening percentage of ownership, non-controlling interest | ' | ' | 25.62% | ' | ||||
Current year transactions: | ' | ' | ' | ' | ||||
Fifth Third exchange of Vantiv Holding units for shares of Class A common stock in connection with June 2014 secondary offering | ' | ' | -5,780,000 | ' | ||||
Balance (in shares) | 43,042,826 | ' | 43,042,826 | ' | ||||
Closing percentage of ownership, non-controlling interest | 22.75% | ' | 22.75% | ' | ||||
Peoples United Bank | People’s United Merchant Services | ' | ' | ' | ' | ||||
Controlling and non-controlling interests in Vantiv Holding | ' | ' | ' | ' | ||||
Ownership percentage by noncontrolling owners | 49.00% | ' | 49.00% | ' | ||||
Noncontrolling Interest in Joint Ventures | $18,800,000 | ' | $18,800,000 | ' | ||||
Current year transactions: | ' | ' | ' | ' | ||||
Closing percentage of ownership, non-controlling interest | 49.00% | ' | 49.00% | ' | ||||
[1] | Includes stock issued under equity plans less Class A common stock withheld to satisfy employee tax withholding obligations upon vesting or exercise of employee equity awards and forfeitures of restricted Class A common stock awards. | |||||||
[2] | Net income attributable to non-controlling interests of Fifth Third reflects the allocation of Vantiv Holding’s net income based on the proportionate ownership interests in Vantiv Holding held by the non-controlling unit holders. The net income attributable to non-controlling unit holders reflects the changes in ownership interests summarized in the table above. |
FAIR_VALUE_MEASUREMENTS_Detail
FAIR VALUE MEASUREMENTS (Details) (USD $) | 3 Months Ended | 9 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2014 | Dec. 31, 2013 |
Assets and liabilities measured at fair value on a recurring basis | ' | ' | ' |
Tax Receivable Agreement Interest and Amortization | ' | $8,311 | ' |
Liabilities: | ' | ' | ' |
Tax Receivable Agreements Obligation | 805,892 | 805,892 | 559,700 |
Recurring basis | Level 1 | Interest rate swaps | ' | ' | ' |
Assets: | ' | ' | ' |
Interest Rate Cash Flow Hedge Asset at Fair Value | 0 | 0 | 0 |
Liabilities: | ' | ' | ' |
Interest Rate Cash Flow Hedge Liability at Fair Value | 0 | 0 | 0 |
Recurring basis | Level 2 | Interest rate swaps | ' | ' | ' |
Assets: | ' | ' | ' |
Interest Rate Cash Flow Hedge Asset at Fair Value | 1,649 | 1,649 | 4,545 |
Liabilities: | ' | ' | ' |
Interest Rate Cash Flow Hedge Liability at Fair Value | 4,767 | 4,767 | 3,728 |
Recurring basis | Level 3 | Interest rate swaps | ' | ' | ' |
Assets: | ' | ' | ' |
Interest Rate Cash Flow Hedge Asset at Fair Value | 0 | 0 | 0 |
Liabilities: | ' | ' | ' |
Interest Rate Cash Flow Hedge Liability at Fair Value | 0 | 0 | 0 |
Mercury Payment Systems | ' | ' | ' |
Assets and liabilities measured at fair value on a recurring basis | ' | ' | ' |
Tax Receivable Agreement Interest and Amortization | 6,517 | 7,673 | ' |
Liabilities: | ' | ' | ' |
Tax Receivable Agreements Obligation | 144,793 | 144,793 | 0 |
Mercury Payment Systems | Recurring basis | Level 1 | ' | ' | ' |
Liabilities: | ' | ' | ' |
Tax Receivable Agreements Obligation | 0 | 0 | 0 |
Mercury Payment Systems | Recurring basis | Level 2 | ' | ' | ' |
Liabilities: | ' | ' | ' |
Tax Receivable Agreements Obligation | 0 | 0 | 0 |
Mercury Payment Systems | Recurring basis | Level 3 | ' | ' | ' |
Liabilities: | ' | ' | ' |
Tax Receivable Agreements Obligation | $144,793 | $144,793 | $0 |
FAIR_VALUE_MEASUREMENTS_Detail1
FAIR VALUE MEASUREMENTS (Details 2) (Non-recurring basis, USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Carrying Amount | ' | ' |
Assets: | ' | ' |
Cash and cash equivalents | $371,447 | $171,427 |
Liabilites: | ' | ' |
Note payable | 3,422,490 | 1,811,250 |
Fair Value | ' | ' |
Assets: | ' | ' |
Cash and cash equivalents | 371,447 | 171,427 |
Liabilites: | ' | ' |
Note payable | $3,390,827 | $1,815,459 |
NET_INCOME_PER_SHARE_Narrative
NET INCOME PER SHARE (Narrative) (Details) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 |
Performance Share Units | ' | ' | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' | ' | ' |
Number of shares excluded from computation of diluted EPS (in shares) | 563 | 211 | 563 | 211 |
Employee Stock Option | ' | ' | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' | ' | ' |
Number of shares excluded from computation of diluted EPS (in shares) | ' | 652 | ' | 652 |
NET_INCOME_PER_SHARE_Details
NET INCOME PER SHARE (Details) (USD $) | 3 Months Ended | 9 Months Ended | |||
In Thousands, except Share data, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 |
Basic: | ' | ' | ' | ' | ' |
Net income attributable to Vantiv, Inc. | $29,986 | $35,711 | $56,713 | $90,738 | ' |
Diluted: | ' | ' | ' | ' | ' |
Consolidated income before applicable income taxes | 63,281 | 79,498 | 125,327 | 208,688 | ' |
Income tax expense excluding impact of non-controlling interest | 23,098 | 30,607 | 45,744 | 80,345 | ' |
Class A Common Stock | ' | ' | ' | ' | ' |
Shares used in computing basic net income per share: | ' | ' | ' | ' | ' |
Weighted-average Class A common shares (in shares) | 144,632,010 | 139,968,417 | 141,127,560 | 138,142,146 | ' |
Basic net income per share (in dollars per share) | $0.21 | $0.26 | $0.40 | $0.66 | ' |
Diluted: | ' | ' | ' | ' | ' |
Net income attributable to Vantiv, Inc. | $40,183 | $48,891 | $79,583 | $128,343 | ' |
Shares used in computing diluted net income per share: | ' | ' | ' | ' | ' |
Weighted-average shares (in shares) | 144,632,010 | 139,968,417 | 141,127,560 | 138,142,146 | ' |
Warrant (in shares) | 10,349,050 | 8,429,342 | 10,058,028 | 6,987,250 | ' |
Diluted weighted-average shares outstanding (in shares) | 199,698,988 | 201,011,014 | 199,074,819 | 207,843,165 | ' |
Diluted net income per share (in dollars per share) | $0.20 | $0.24 | $0.40 | $0.62 | ' |
Common Stock, Shares, Outstanding | 146,130,327 | ' | 146,130,327 | ' | 141,758,681 |
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 (in shares) | 1,140,561 | 1,779,559 | 1,352,914 | 1,779,254 | ' |
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 (in shares) | 534,541 | 0 | 254,150 | 0 | ' |
Class B Common Stock | ' | ' | ' | ' | ' |
Shares used in computing diluted net income per share: | ' | ' | ' | ' | ' |
Weighted-average shares (in shares) | 43,042,826 | 50,833,696 | 46,282,167 | 60,934,515 | ' |
Common Stock, Shares, Outstanding | 43,042,826 | 48,822,826 | 43,042,826 | 48,822,826 | 48,822,826 |
ACCUMULATED_OTHER_COMPREHENSIV2
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) (Details) (USD $) | 3 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | ||||||||||||||||||
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Jun. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2014 | Jun. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 |
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 | Accumulated Net Gain (Loss) from Cash Flow Hedges | Accumulated Net Gain (Loss) from Cash Flow Hedges | Reclassification out of Accumulated Other Comprehensive Income | Reclassification out of Accumulated Other Comprehensive Income | Reclassification out of Accumulated Other Comprehensive Income | Reclassification out of Accumulated Other Comprehensive Income | Reclassification out of Accumulated Other Comprehensive Income | Reclassification out of Accumulated Other Comprehensive Income | Non-Controlling Interests | Non-Controlling Interests | Non-Controlling Interests | Non-Controlling Interests | Vantiv, Inc. | Vantiv, Inc. | Vantiv, Inc. | Vantiv, Inc. | |||||
Accumulated Other Comprehensive Income (Loss), Net of Tax | ($3,458) | $3,915 | $264 | $0 | ($2,683) | ($4,120) | ($5) | $135 | $3,900 | $0 | $1,197 | $658 | $269 | $130 | $15 | $0 | ' | ' | ' | ' | ' | ' | ' | ' |
Accumulated Other Comprehensive Income (Loss), Foreign Currency Translation Adjustment, Net of Tax | 4 | ' | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Other Comprehensive Income (Loss), Unrealized Gain (Loss) on Derivatives Arising During Period, before Tax | 2,968 | -8,057 | -5,865 | 506 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Other Comprehensive Income (Loss), Unrealized Gain (Loss) on Derivatives Arising During Period, Tax | -856 | 2,210 | 1,569 | -80 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Other Comprehensive Income (Loss), Unrealized Gain (Loss) on Derivatives Arising During Period, Net of Tax | 2,112 | -5,847 | -4,296 | 426 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Other Comprehensive Income (Loss), Unrealized Gain (Loss), Net of Tax | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -675 | 2,082 | 1,618 | -291 | 1,437 | -3,765 | -2,678 | 135 |
Other Comprehensive Income (Loss), Reclassification Adjustment from AOCI on Derivatives, before Tax | 1,114 | 243 | 1,932 | 277 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Other Comprehensive Income (Loss), Reclassification Adjustment from AOCI on Derivatives, Tax | -321 | -67 | -554 | -76 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Other Comprehensive Income (Loss), Reclassification Adjustment from AOCI on Derivatives, Net of Tax | 793 | 176 | 1,378 | 201 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Other Comprehensive Income (Loss) Reclassification Adjustment, Net of Tax | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -254 | -61 | -450 | -71 | 539 | 115 | 928 | 130 |
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, before Tax | -70 | ' | -66 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Other Comprehensive Income (Loss), Foreign Currency Translation Adjustment, Tax | 0 | ' | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax | -70 | ' | -66 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Other Comprehensive (Income) Loss, Foreign Currency Transaction and Translation Adjustment, Net of Tax, Portion Attributable to Noncontrolling Interest | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0 | ' | 0 | ' | ' | ' | ' | ' |
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax, Portion Attributable to Parent | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -70 | ' | -66 | ' |
Pretax activity | 4,012 | -7,814 | -3,999 | 783 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Tax effect | -1,177 | 2,143 | 1,015 | -156 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Gain (loss) on cash flow hedges and other | 2,835 | -5,671 | -2,984 | 627 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -1,168 | 362 | ' | ' | ' | ' |
Comprehensive (Income) Loss, Net of Tax, Attributable to Noncontrolling Interest | -13,788 | -16,873 | -29,368 | -54,662 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -929 | 2,021 | 1,168 | -362 | ' | ' | ' | ' |
Comprehensive income attributable to Vantiv, Inc. | 31,892 | 32,061 | 54,897 | 91,003 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,906 | -3,650 | -1,816 | 265 |
Accumulated Other Comprehensive Income (Loss), Foreign Currency Translation Adjustment, Net of Tax | -66 | ' | -66 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Accumulated Other Comprehensive Income (Loss), Net of Tax | ($1,552) | $265 | ($1,552) | $265 | ($2,683) | ($4,120) | ($5) | $135 | $3,900 | $0 | $1,197 | $658 | $269 | $130 | $15 | $0 | ' | ' | ' | ' | ' | ' | ' | ' |
SEGMENT_INFORMATION_Details
SEGMENT INFORMATION (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 |
Result of operation for each segment | ' | ' | ' | ' |
Total revenue | $697,109 | $532,347 | $1,843,418 | $1,549,722 |
Network fees and other costs | 316,592 | 238,141 | 843,030 | 685,708 |
Sales and marketing | 111,233 | 79,551 | 280,184 | 231,963 |
Segment profit | 269,284 | 214,655 | 720,204 | 632,051 |
Operating Segments [Member] | Merchant Services | ' | ' | ' | ' |
Result of operation for each segment | ' | ' | ' | ' |
Total revenue | 580,082 | 413,360 | 1,486,991 | 1,197,497 |
Network fees and other costs | 282,431 | 203,642 | 738,440 | 585,364 |
Sales and marketing | 104,460 | 72,534 | 260,225 | 213,034 |
Segment profit | 193,191 | 137,184 | 488,326 | 399,099 |
Operating Segments [Member] | Financial Institution Services | ' | ' | ' | ' |
Result of operation for each segment | ' | ' | ' | ' |
Total revenue | 117,027 | 118,987 | 356,427 | 352,225 |
Network fees and other costs | 34,161 | 34,499 | 104,590 | 100,344 |
Sales and marketing | 6,773 | 7,017 | 19,959 | 18,929 |
Segment profit | $76,093 | $77,471 | $231,878 | $232,952 |
SEGMENT_INFORMATION_Details_2
SEGMENT INFORMATION (Details 2) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 |
Reconciliation of total segment profit to the company's (loss) income before applicable income taxes | ' | ' | ' | ' |
Total segment profit | $269,284 | $214,655 | $720,204 | $632,051 |
Less: Other operating costs | -60,659 | -48,340 | -177,782 | -148,168 |
Less: General and administrative | -45,422 | -27,489 | -126,580 | -88,450 |
Less: Depreciation and amortization | -65,289 | -48,604 | -204,176 | -136,428 |
Less: Interest expense—net | -28,039 | -10,724 | -52,089 | -30,317 |
Non-operating expenses | -6,594 | 0 | -34,250 | -20,000 |
Income before applicable income taxes | $63,281 | $79,498 | $125,327 | $208,688 |