DOCUMENT_AND_ENTITY_INFORMATIO
DOCUMENT AND ENTITY INFORMATION (USD $) | 12 Months Ended | |
In Billions, except Share data, unless otherwise specified | Dec. 31, 2014 | Jun. 30, 2014 |
Document and Entity Information [Line Items] | ||
Entity Registrant Name | Vantiv, Inc. | |
Entity Central Index Key | 1533932 | |
Document Type | 10-K | |
Document Period End Date | 31-Dec-14 | |
Amendment Flag | FALSE | |
Current Fiscal Year End Date | -19 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Document Fiscal Year Focus | 2014 | |
Document Fiscal Period Focus | FY | |
Entity Well-known Seasoned Issuer | Yes | |
Entity Voluntary Filers | No | |
Entity Public Float | $4.80 | |
Class A Common Stock | ||
Document and Entity Information [Line Items] | ||
Entity Common Stock, Shares Outstanding (in shares) | 145,455,008 | |
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 $) | 12 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Revenue: | |||
External customers | $2,496,899 | $2,028,681 | $1,787,119 |
Related party revenues | 80,304 | 79,396 | 76,120 |
Total revenue | 2,577,203 | 2,108,077 | 1,863,239 |
Network fees and other costs | 1,174,665 | 935,441 | 840,597 |
Sales and marketing | 396,353 | 312,044 | 280,644 |
Other operating costs | 242,439 | 200,630 | 158,374 |
General and administrative | 173,986 | 121,707 | 118,231 |
Depreciation and amortization | 275,069 | 185,453 | 160,538 |
Income from operations | 314,691 | 352,802 | 304,855 |
Interest expense—net | -79,701 | -40,902 | -54,572 |
Non-operating income (expense) | 177 | -20,000 | -92,672 |
Income before applicable income taxes | 235,167 | 291,900 | 157,611 |
Income tax expense | 66,177 | 83,760 | 46,853 |
Net income | 168,990 | 208,140 | 110,758 |
Less: Net income attributable to non-controlling interests | -43,698 | -74,568 | -53,148 |
Net income attributable to Vantiv, Inc. | $125,292 | $133,572 | $57,610 |
Class A Common Stock | |||
Net income per share attributable to Vantiv, Inc. Class A common stock: | |||
Basic (in dollars per share) | $0.88 | $0.96 | $0.50 |
Diluted (in dollars per share) | $0.75 | $0.87 | $0.47 |
Shares used in computing net income per share of Class A common stock: | |||
Basic (in shares) | 141,936,933 | 138,836,314 | 116,258,204 |
Diluted (in shares) | 199,170,813 | 206,027,557 | 122,747,362 |
CONSOLIDATED_STATEMENTS_OF_COM
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Statement of Comprehensive Income [Abstract] | |||
Net income | $168,990 | $208,140 | $110,758 |
Other comprehensive income, net of tax: | |||
Gain (loss) on cash flow hedges and other | -6,172 | 663 | 23,929 |
Comprehensive income | 162,818 | 208,803 | 134,687 |
Less: Comprehensive income attributable to non-controlling interests | -41,558 | -74,967 | -67,563 |
Comprehensive income attributable to Vantiv, Inc. | $121,260 | $133,836 | $67,124 |
CONSOLIDATED_STATEMENTS_OF_FIN
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Current assets: | ||
Cash and cash equivalents | $411,568 | $171,427 |
Accounts receivable—net | 607,674 | 472,196 |
Related party receivable | 6,164 | 5,155 |
Settlement assets | 135,422 | 127,144 |
Prepaid expenses | 26,906 | 18,059 |
Other | 27,002 | 13,932 |
Total current assets | 1,214,736 | 807,913 |
Customer incentives | 39,210 | 30,808 |
Property, equipment and software—net | 281,715 | 217,333 |
Intangible assets—net | 1,034,692 | 795,332 |
Goodwill | 3,291,366 | 1,943,613 |
Deferred taxes | 429,623 | 362,785 |
Other assets | 44,741 | 31,769 |
Total assets | 6,336,083 | 4,189,553 |
Current liabilities: | ||
Accounts payable and accrued expenses | 299,771 | 233,383 |
Related party payable | 2,035 | 2,381 |
Settlement obligations | 501,042 | 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 | 22,789 | 8,639 |
Deferred income | 5,480 | 9,053 |
Current maturities of capital lease obligations | 8,158 | 4,326 |
Other | 7,557 | 1,382 |
Total current liabilities | 963,333 | 685,313 |
Long-term liabilities: | ||
Note payable to related party | 191,521 | 325,993 |
Note payable | 3,085,716 | 1,392,757 |
Tax receivable agreement obligations to related parties | 597,273 | 551,061 |
Tax receivable agreement obligations | 152,420 | 0 |
Capital lease obligations | 14,779 | 12,044 |
Deferred taxes | 24,380 | 37,963 |
Other | 6,075 | 8,100 |
Total long-term liabilities | 4,072,164 | 2,327,918 |
Total liabilities | 5,035,497 | 3,013,231 |
Commitments and contingencies (See Note 10 - Commitments, Contingencies and Guarantees) | ||
Equity: | ||
Preferred stock, $0.00001 par value; 10,000,000 shares authorized; no shares issued and outstanding | 0 | 0 |
Paid-in capital | 629,353 | 597,730 |
Retained earnings | 328,358 | 203,066 |
Accumulated other comprehensive (loss) income | -3,768 | 264 |
Treasury stock, at cost; 2,173,793 shares at December 31, 2014 and 1,606,664 shares at December 31, 2013 | -50,931 | -33,130 |
Total Vantiv, Inc. equity | 903,013 | 767,931 |
Non-controlling interests | 397,573 | 408,391 |
Total equity | 1,300,586 | 1,176,322 |
Total liabilities and equity | 6,336,083 | 4,189,553 |
Class A Common Stock | ||
Equity: | ||
Class A common stock, $0.00001 par value; 890,000,000 shares authorized; 145,455,008 shares outstanding at December 31, 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 December 31, 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; 145,455,008 shares outstanding at December 31, 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 December 31, 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 $) | Dec. 31, 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) | 2,173,793 | 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) | 145,455,008 | 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 $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Operating Activities: | |||
Net income | $168,990 | $208,140 | $110,758 |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Depreciation and amortization expense | 240,802 | 185,453 | 160,538 |
Write-off of intangible asset | -34,267 | 0 | 0 |
Amortization of customer incentives | 12,032 | 10,139 | 6,372 |
Amortization and write-off of debt issuance costs | 31,956 | 24,427 | 59,407 |
Share-based compensation expense | 42,171 | 29,729 | 33,444 |
Deferred taxes | 32,469 | 31,340 | 352 |
Excess tax benefit from share-based compensation | -13,420 | -5,464 | -14,747 |
Tax receivable agreements non-cash items | -25,838 | 0 | 0 |
Other non-cash items | 0 | 491 | 1,208 |
Change in operating assets and liabilities: | |||
Accounts receivable and related party receivable | -94,326 | -71,614 | -28,517 |
Net settlement assets and obligations | 157,663 | 93,318 | -48,668 |
Customer incentives | -17,108 | -13,034 | -9,306 |
Prepaid and other assets | -25,557 | -5,127 | 11,053 |
Accounts payable and accrued expenses | 53,172 | -7,250 | 11,332 |
Payable to related party | -433 | 756 | -2,189 |
Other liabilities | -3,935 | -682 | 2,077 |
Net cash provided by operating activities | 592,905 | 480,622 | 293,114 |
Investing Activities: | |||
Purchases of property and equipment | -103,179 | -61,578 | -51,435 |
Acquisition of customer portfolios and related assets | -29,596 | -7,892 | -13,213 |
Purchase of investments | -7,487 | -3,174 | -313 |
Cash used in acquisitions, net of cash acquired | -1,658,694 | -155,654 | -352,330 |
Net cash used in investing activities | -1,798,956 | -228,298 | -417,291 |
Financing Activities: | |||
Proceeds from initial public offering, net of offering costs of $39,091 | 0 | 0 | 460,913 |
Proceeds from follow-on offering, net of offering costs of $1,951 | 0 | 0 | 33,512 |
Proceeds from issuance of long-term debt | 3,443,000 | 1,850,000 | 1,338,750 |
Repayment of debt and capital lease obligations | -1,870,540 | -1,304,966 | -1,859,199 |
Payment of debt issuance costs | -38,092 | -26,288 | -28,949 |
Proceeds from exercise of Class A common stock options | 4,492 | 0 | 0 |
Purchase of Class B units in Vantiv Holding from Fifth Third Bank | 0 | 0 | -33,512 |
Repurchase of Class A common stock (to satisfy tax withholding obligations) | -59,364 | -503,225 | 0 |
Repurchase of Class A common stock (to satisfy tax withholding obligations) | -17,801 | -15,224 | -17,906 |
Settlement of certain tax receivable agreements | 0 | -112,562 | 0 |
Payments under tax receivable agreements | -8,639 | 0 | 0 |
Excess tax benefit from share-based compensation | 13,420 | 5,464 | 14,747 |
Distribution to funds managed by Advent International Corporation | 0 | 0 | -40,086 |
Distribution to non-controlling interests | -22,911 | -41,154 | -47,584 |
Increase in cash overdraft | 2,627 | 0 | 0 |
Net cash provided by (used in) financing activities | 1,446,192 | -147,955 | -179,314 |
Net increase (decrease) in cash and cash equivalents | 240,141 | 104,369 | -303,491 |
Cash and cash equivalents—Beginning of period | 171,427 | 67,058 | 370,549 |
Cash and cash equivalents—End of period | 411,568 | 171,427 | 67,058 |
Cash Payments: | |||
Interest | 70,751 | 37,975 | 60,886 |
Taxes | 35,157 | 46,198 | 29,261 |
Non-cash Items: | |||
Issuance of tax receivable agreements to related parties | 109,400 | 329,400 | 484,700 |
Issuance of tax receivable agreement as contingent consideration | 137,860 | 0 | 0 |
Assets acquired under capital lease obligations | 12,997 | 20,345 | 1,202 |
Accrual of secondary offering costs | $0 | $0 | $3,000 |
CONSOLIDATED_STATEMENTS_OF_CAS1
CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) (USD $) | 12 Months Ended |
In Thousands, unless otherwise specified | Dec. 31, 2012 |
Proceeds from initial public offering, offering costs | $39,091 |
Proceeds from follow-on offering, offering costs | $1,951 |
CONSOLIDATED_STATEMENTS_OF_EQU
CONSOLIDATED STATEMENTS OF EQUITY (USD $) | Total | Treasury Stock | Paid-in Capital | Retained Earnings | Accumulated Other Comprehensive (Loss) Income | Non-Controlling Interests | Class A Common Stock | Class A Common Stock | Class B Common Stock | Class B Common Stock |
In Thousands, except Share data, unless otherwise specified | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | Common Stock | Common Stock | ||
USD ($) | USD ($) | |||||||||
Balance at Dec. 31, 2011 | $1,255,720 | $0 | $581,241 | $51,970 | ($9,514) | $632,022 | $1 | $0 | ||
Balance (in shares) at Dec. 31, 2011 | 0 | 89,516,000 | 0 | |||||||
Increase (Decrease) in Stockholders' Equity | ||||||||||
Net income | 110,758 | 57,610 | 53,148 | |||||||
Stock Issued During Period, Value, New Issues | 457,913 | 457,913 | ||||||||
Number of common stock issued (in shares) | 29,412,000 | |||||||||
Issuance of Class A common stock under employee stock plans, net of forfeitures | 8,716,000 | |||||||||
Issuance of Class A common stock in connection with follow-on offering, net of offering costs | 33,512 | 33,512 | ||||||||
Issuance of Class A common stock in connection with follow-on offering, net of offering costs (in shares) | 2,086,000 | |||||||||
Tax benefit from employee share-based compensation | 14,747 | 14,747 | ||||||||
Issuance of Class A common stock to JPDN in exchange for Class A and Class B units in Vantiv Holding held by JPDN | 4,074 | -4,074 | ||||||||
Issuance of Class A common stock to JPDN in exchange for Class A and Class B units in Vantiv Holding held by JPDN (in shares) | 240,000 | |||||||||
Repurchase of Class A common stock (to satisfy tax withholding obligation) | -17,906 | -17,906 | ||||||||
Repurchase of Class A common stock (to satisfy tax withholding obligation) (in shares) | -978,000 | -978,000 | ||||||||
Issuance of Class B common stock under Recapitalization Agreement (in shares) | 86,005,000 | |||||||||
Purchase of Class B units in Vantiv Holding from Fifth Third Bank | -33,512 | -33,512 | ||||||||
Purchase of Class B units in Vantiv Holding from Fifth Third and cancellation of related Class B common stock (in shares) | -2,086,000 | |||||||||
Issuance of Class A common stock and cancellation of Class B common stock in connection with secondary offering | -13,700,000 | -13,700,000 | ||||||||
Issuance of tax receivable agreements | -346,700 | -346,700 | ||||||||
Gain (loss) on cash flow hedges and other | 23,929 | 9,514 | 14,415 | |||||||
Distribution to non-controlling interests | -47,584 | -47,584 | ||||||||
Distribution to funds managed by Advent International Corporation | -40,086 | -40,086 | ||||||||
Share-based compensation | 33,444 | 20,223 | 13,221 | |||||||
Forfeitures of restricted stock awards (in shares) | -448,000 | |||||||||
Reallocation of non-controlling interests of Vantiv Holding due to change in ownership | 1,327 | -1,327 | ||||||||
Balance at Dec. 31, 2012 | 1,444,235 | -17,906 | 766,337 | 69,494 | 0 | 626,309 | 1 | 0 | ||
Balance (in shares) at Dec. 31, 2012 | 978,000 | 142,244,000 | 70,219,136 | 70,219,000 | ||||||
Increase (Decrease) in Stockholders' Equity | ||||||||||
Net income | 208,140 | 133,572 | 74,568 | |||||||
Issuance of Class A common stock under employee stock plans, net of forfeitures | 4,000 | |||||||||
Tax benefit from employee share-based compensation | 5,464 | 5,464 | ||||||||
Repurchase of Class A common stock (to satisfy tax withholding obligation) | -15,224 | -15,224 | ||||||||
Repurchase of Class A common stock (to satisfy tax withholding obligation) (in shares) | -629,000 | -629,000 | ||||||||
Issuance of Class A common stock and cancellation of Class B common stock in connection with secondary offering | -21,396,000 | -21,396,000 | ||||||||
Stock Repurchased and Retired During Period, Value | -503,225 | -503,225 | ||||||||
Stock Repurchased and Retired During Period, Shares | -20,904,000 | |||||||||
Issuance of tax receivable agreements | -93,000 | -93,000 | ||||||||
Termination of certain tax receivable agreements | 140,694 | 140,694 | ||||||||
Gain (loss) on cash flow hedges and other | 663 | 264 | 399 | |||||||
Distribution to non-controlling interests | -41,154 | -41,154 | ||||||||
Share-based compensation | 29,729 | 21,239 | 8,490 | |||||||
Forfeitures of restricted stock awards (in shares) | -352,000 | |||||||||
Reallocation of non-controlling interests of Vantiv Holding due to change in ownership | 260,221 | -260,221 | ||||||||
Balance at Dec. 31, 2013 | 1,176,322 | -33,130 | 597,730 | 203,066 | 264 | 408,391 | 1 | 0 | ||
Balance (in shares) at Dec. 31, 2013 | 1,607,000 | 141,758,681 | 141,759,000 | 48,822,826 | 48,823,000 | |||||
Increase (Decrease) in Stockholders' Equity | ||||||||||
Net income | 168,990 | 125,292 | 43,698 | |||||||
Stock Issued During Period, Value, Stock Options Exercised | 4,492 | 4,492 | ||||||||
Issuance of Class A common stock under employee stock plans, net of forfeitures | 419,000 | |||||||||
Tax benefit from employee share-based compensation | 13,420 | 13,420 | ||||||||
Repurchase of Class A common stock (to satisfy tax withholding obligation) | -17,801 | -17,801 | ||||||||
Repurchase of Class A common stock (to satisfy tax withholding obligation) (in shares) | -567,000 | -567,000 | ||||||||
Issuance of Class A common stock and cancellation of Class B common stock in connection with secondary offering | -5,780,000 | -5,780,000 | ||||||||
Stock Repurchased and Retired During Period, Value | -59,364 | -59,364 | ||||||||
Stock Repurchased and Retired During Period, Shares | -1,936,000 | |||||||||
Issuance of tax receivable agreements | -17,400 | -17,400 | ||||||||
Gain (loss) on cash flow hedges and other | -6,172 | -4,032 | -2,140 | |||||||
Formation of joint venture | 18,839 | 18,839 | ||||||||
Distribution to non-controlling interests | -22,911 | -22,911 | ||||||||
Share-based compensation | 42,171 | 32,103 | 10,068 | |||||||
Reallocation of non-controlling interests of Vantiv Holding due to change in ownership | 58,372 | -58,372 | ||||||||
Balance at Dec. 31, 2014 | $1,300,586 | ($50,931) | $629,353 | $328,358 | ($3,768) | $397,573 | $1 | $0 | ||
Balance (in shares) at Dec. 31, 2014 | 2,174,000 | 145,455,008 | 145,455,000 | 43,042,826 | 43,043,000 |
BASIS_OF_PRESENTATION_AND_SUMM
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended | |
Dec. 31, 2014 | ||
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 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 referral partners that include merchant banks, independent software vendors ("ISVs"), value-added resellers ("VARs"), payment facilitators, independent sales organizations ("ISOs") and trade associations as well as arrangements with core processors. | ||
Segments | ||
The Company’s segments consist of the Merchant Services segment and the Financial Institution Services segment. The Company’s Chief Executive Officer ("CEO"), who is the chief operating decision maker ("CODM"), evaluates the performance and allocates resources based on the operating results of each segment. Below is a summary of each segment: | ||
• | Merchant Services—Provides merchant acquiring and payment processing services to large national merchants, regional and small-to-mid sized businesses. Merchant services are sold to small to large businesses through diverse distribution channels. Merchant Services includes all aspects of card processing including authorization and settlement, customer service, chargeback and retrieval processing and interchange management. | |
• | Financial Institution Services—Provides card issuer processing, payment network processing, fraud protection, card production, prepaid program management, automated teller machine ("ATM") driving and network gateway and switching services that utilize the Company’s proprietary Jeanie debit payment network to a diverse set of financial institutions, including regional banks, community banks, credit unions and regional personal identification number ("PIN") networks. Financial Institution Services also provides statement production, collections and inbound/outbound call centers for credit transactions, and other services such as credit card portfolio analytics, program strategy and support, fraud and security management and chargeback and dispute services. | |
Initial Public Offering and Reorganization Transactions | ||
On March 21, 2012, Vantiv, Inc. completed the initial public offering ("IPO") of its Class A common stock. Immediately prior to the consummation of the IPO, the Company executed several reorganization transactions, collectively referred to as the "Reorganization Transactions." The Reorganization Transactions included, among other things, the following: | ||
• | Amendment and restatement of Vantiv, Inc.’s certificate of incorporation to provide for Class A and Class B common stock (see Note 12 - Capital Stock for further discussion); | |
• | Reclassification of Vantiv, Inc.’s existing common stock into shares of Class A common stock and a 175.76 for 1 stock split of the Class A common stock, which has been retrospectively reflected within these accompanying consolidated financial statements; | |
• | Amendment and restatement of the Vantiv Holding Limited Liability Company Agreement and a 1.7576 for 1 split of the Class A units and Class B units of Vantiv Holding; | |
• | Execution of an exchange agreement (the "Exchange Agreement") among the Company and Fifth Third Bank, a subsidiary of Fifth Third Bancorp, and FTPS Partners, LLC, a wholly-owned subsidiary of Fifth Third Bank, collectively referred to as "Fifth Third," to provide for a 1 to 1 ratio between the units of Vantiv Holding and the common stock of Vantiv, Inc., and the exchange of Class B units and Class C non-voting units of Vantiv Holding for Class A common stock of Vantiv, Inc. on a one-for-one basis, or, at Vantiv, Inc.’s option, for cash; | |
• | Exchange of Class A and Class B units of Vantiv Holding held by JPDN Enterprises, LLC ("JPDN"), an affiliate of Charles D. Drucker, the Company’s CEO, for shares of Vantiv, Inc.’s Class A common stock; | |
• | Execution of tax receivable agreements ("TRAs") with Vantiv Holding’s pre-IPO investors, which obligate the Company to make payments to such investors equal to 85% of the amount of cash savings, if any, in U.S. federal, state, local and foreign income tax that the Company realizes as a result of certain tax basis increases and net operating losses ("NOLs"). During the year ended December 31, 2013, certain of these tax receivable agreements were terminated (see Note 7 - Tax Receivable Agreements for a discussion of the TRAs); | |
• | Execution of a recapitalization agreement with Vantiv Holding’s pre-IPO investors, pursuant to which, among other things, the Company paid Fifth Third a $15.0 million fee related to the modification of its consent rights under the Amended and Restated Vantiv Holding Limited Liability Company Agreement, which is reflected as a distribution to non-controlling interests within the accompanying consolidated statements of cash flows and equity for the year ended December 31, 2012. Additionally, the Company made a $40.1 million cash distribution to funds managed by Advent International Corporation ("Advent"), which is reflected as such in the accompanying consolidated statements of cash flows and equity for the year ended December 31, 2012; and | |
• | Conversion of outstanding awards under the Vantiv Holding Management Phantom Equity Plan ("Phantom Equity Plan") into unrestricted and restricted Class A common stock issued under the 2012 Vantiv, Inc. Equity Incentive Plan ("2012 Equity Incentive Plan") (see Note 13 - Share-Based Compensation Plans for a discussion of the Company’s share-based compensation plans). | |
In the IPO, Vantiv, Inc. issued and sold 29,412,000 shares of Class A common stock at a public offering price of $17.00 per share for net proceeds of $457.9 million after deducting underwriting discounts and commissions and other offering expenses, including $3.0 million accrued for offering costs associated with contractually obligated future offerings. The Company used the net proceeds to pay down a portion of the amount outstanding under its senior secured credit facilities. Vantiv, Inc. also issued 86,005,200 shares of Class B common stock, which give voting rights, but no economic interests, to Fifth Third. No proceeds were generated from the issuance of the Class B common stock. | ||
In connection with the exercise of the underwriters’ overallotment option, an additional 4,411,800 shares of Class A common stock were sold to the public at an offering price of $17.00 per share. Of the shares sold in the overallotment, 2,325,736 shares were sold by the selling stockholders and 2,086,064 shares were sold by Vantiv, Inc. Vantiv, Inc. used the net proceeds resulting from the shares it sold in the overallotment option to redeem an equivalent number of Class B units of Vantiv Holding held by Fifth Third pursuant to the Exchange Agreement. The Company did not receive any proceeds from the sale of shares by the selling stockholders. | ||
Secondary Offerings and Share Repurchase | ||
In August 2012, a secondary offering took place in which Advent sold 14.1 million shares of Vantiv, Inc. Class A common stock at a price of $21.90 per share. In December 2012, a secondary offering took place in which Fifth Third sold 13.7 million shares of Vantiv, Inc. Class A common stock at a price of $20.10 per share. The Company did not receive any proceeds from these sales. | ||
In May 2013, a secondary offering took place in which selling shareholders sold 40.7 million shares of Vantiv, Inc. Class A common stock. The Company did not receive any proceeds from these sales. In connection with the secondary offering, the Company repurchased approximately 17.5 million shares of its Class A common stock sold to the underwriters in the secondary offering for $400 million at a price per share equal to the price paid by the underwriters to purchase the shares from the selling shareholders in the offering. The repurchased shares were retired and accounted for as a reduction to equity in the accompanying consolidated financial statements. In connection with the share repurchase, the Company incurred costs of approximately $0.6 million, which are also reflected as a reduction to equity in the accompanying consolidated statement of equity. In connection with the share repurchase, the Company refinanced our existing senior secured credit facilities, resulting in an increase in the amount of debt by approximately $650 million, $400 million of which was used to fund the share repurchase (see Note 6 - Long-Term Debt). | ||
In August and November 2013, secondary offerings took place in which selling shareholders sold 20.0 million and 15.0 million shares, respectively, of Vantiv, Inc. Class A common stock. In March 2014, a secondary offering took place in which Advent sold its remaining 18.8 million shares of the Company's Class A common stock. In June 2014, a secondary offering took place in which Fifth Third sold 5.8 million shares of the Company's Class A common stock. The Company did not receive any proceeds from these sales. | ||
Basis of Presentation and Consolidation | ||
The accompanying consolidated financial statements include those of Vantiv, Inc. and all subsidiaries thereof, including its majority-owned subsidiary, Vantiv Holding, LLC. The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP"). All intercompany balances and transactions have been eliminated. | ||
As of December 31, 2014, Vantiv, Inc. and Fifth Third owned interests in Vantiv Holding of 77.17% and 22.83%, respectively (see Note 9 - 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 | 12 Months Ended | |
Dec. 31, 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 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 fees, 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 referral 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 income (expense): | |
◦ | In 2014 consists of non-operating income of $41.3 million related to a benefit recorded as a result of a reduction in certain TRA liabilities (see Note 7 - Tax Receivable Agreements) partially offset by non-operating expenses of $41.1 million related to the refinancing of our senior secured credit facilities in June 2014 (see Note 6 - Long-Term Debt) and the change in fair value of the Mercury TRA (see Note 7 - Tax Receivable Agreements). | |
◦ | The 2013 amount relates to the refinancing of the Company's senior secured credit facilities in May 2013 (see Note 6 - Long-Term Debt). | |
◦ | The 2012 amount primarily relates to the refinancing of the Company's senior secured credit facilities in March 2012 (see Note 6 - Long-Term Debt), the early termination of the Company’s interest rate swaps (see Note 8 - Derivatives and Hedging Activities) in connection with the March 2012 debt refinancing and a one-time activity fee of $6.0 million assessed by MasterCard as a result of the Company's IPO. | |
Share-Based Compensation | ||
The Company expenses employee share-based payments under ASC 718, Compensation—Stock Compensation, which requires compensation cost for the grant-date fair value of share-based payments to be recognized over the requisite service period. The Company estimates the grant date fair value of the share-based awards issued in the form of options using the Black-Scholes option pricing model. The fair value of restricted stock awards and performance awards is measured based on the market price of the Company’s stock on the grant date. See Note 13 - Share-Based Compensation Plans for further discussion. | ||
Earnings Per Share | ||
Basic earnings per share is computed by dividing net income attributable to Vantiv, Inc. by the weighted average shares outstanding during the period. Diluted earnings per share is computed by dividing net income attributable to Vantiv, Inc., adjusted as necessary for the impact of potentially dilutive securities, by the weighted-average shares outstanding during the period and the impact of securities that would have a dilutive effect on earnings per share. See Note 16 - Net Income Per Share for further discussion. | ||
Income Taxes | ||
Vantiv, Inc. is taxed as a C corporation for U.S. income tax purposes and is therefore subject to both federal and state taxation at a corporate level. | ||
Income taxes are computed in accordance with ASC 740, Income Taxes, and reflect the net tax effects of temporary differences between the financial reporting carrying amounts of assets and liabilities and the corresponding income tax amounts. The Company has deferred tax assets and liabilities and maintains valuation allowances where it is more likely than not that all or a portion of deferred tax assets will not be realized. To the extent the Company determines that it will not realize the benefit of some or all of its deferred tax assets, such deferred tax assets will be adjusted through the Company’s provision for income taxes in the period in which this determination is made. As of December 31, 2014 and 2013, the Company had recorded no valuation allowances against deferred tax assets. See Note 14 - Income Taxes for further discussion of income taxes. | ||
Cash and Cash Equivalents | ||
Cash on hand and investments with original maturities of three months or less (that are readily convertible to cash) are considered to be cash equivalents. Cash equivalents consist primarily of overnight EuroDollar sweep accounts which are maintained at reputable financial institutions with high credit quality and therefore are considered to bear minimal credit risk. | ||
Accounts Receivable—net | ||
Accounts receivable primarily represent processing revenues earned but not collected. For a majority of its customers, the Company has the authority to debit the client’s bank accounts through the Federal Reserve’s Automated Clearing House; as such, collectibility is reasonably assured. The Company records a reserve for doubtful accounts when it is probable that the accounts receivable will not be collected. The Company reviews historical loss experience and the financial position of its customers when estimating the allowance. As of December 31, 2014 and 2013, the allowance for doubtful accounts was not material to the Company’s statements of financial position. | ||
Customer Incentives | ||
Customer incentives represent signing bonuses paid to customers. Customer incentives are paid in connection with the acquisition or renewal of customer contracts, and are therefore deferred and amortized using the straight-line method based on the contractual agreement. Related amortization is recorded as contra-revenue. | ||
Property, Equipment and Software—net | ||
Property, equipment and software consists of the Company’s facilities, furniture and equipment, software, land 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. | ||
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 were substantially in excess of the carrying value. There have been no other events or changes in circumstances subsequent to the testing date that would indicate impairment of these reporting units as of December 31, 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 December 31, 2014, there have been no such events or circumstances that would indicate potential impairment of finite lived intangible assets. | ||
Settlement Assets and Obligations | ||
Settlement assets and obligations result from Financial Institution Services when funds are transferred from or received by the Company prior to receiving or paying funds to a different entity. This timing difference results in a settlement asset or obligation. The amounts are generally collected or paid the following business day. | ||
The settlement assets and obligations recorded by Merchant Services represent intermediary balances due to differences between the amount the Sponsoring Member receives from the card associations and the amount funded to the merchants. Such differences arise from timing differences, interchange expenses, merchant reserves and exception items. In addition, certain card associations limit the Company from accessing or controlling merchant settlement funds and, instead, require that these funds be controlled by the Sponsoring Member. The Company follows a net settlement process whereby, if the settlement received from the card associations precedes the funding obligation to the merchant, the Company temporarily records a corresponding liability. Conversely, if the funding obligation to the merchant precedes the settlement from the card associations, the amount of the net receivable position is recorded by the Company, or in some cases, the Sponsoring Member may cover the position with its own funds in which case a receivable position is not recorded by the Company. | ||
Derivatives | ||
The Company accounts for derivatives in accordance with ASC 815, Derivatives and Hedging. This guidance establishes accounting and reporting for derivative instruments, including certain derivative instruments embedded in other contracts, and for hedging activities. All derivatives, whether designated in hedging relationships or not, are required to be recorded on the statement of financial position at fair value. If the derivative is designated as a fair value hedge, the changes in the fair value of the derivative and the hedged item will be recognized in earnings. If the derivative is designated as a cash flow hedge, the effective portion of the change in the fair value of the derivative will be recorded in accumulated other comprehensive income ("AOCI") and will be recognized in the statement of income when the hedged item affects earnings. The Company does not enter into derivative financial instruments for speculative purposes. | ||
New Accounting Pronouncements | ||
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 | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Business Combinations [Abstract] | ||||||||
BUSINESS COMBINATIONS | BUSINESS COMBINATIONS | |||||||
Acquisition of Mercury Payment Systems, LLC | ||||||||
On June 13, 2014, the Company completed the acquisition of Mercury Payment Systems, LLC ("Mercury"), acquiring all of the outstanding voting interest. Mercury was 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 | 137,860 | |||||||
Total purchase price | $ | 1,819,039 | ||||||
The acquisition was accounted for as a business combination under ASC 805, Business Combinations ("ASC 805"). 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 | 32,257 | |||||||
Intangible assets | 391,100 | |||||||
Goodwill | 1,347,753 | |||||||
Deferred tax assets | 16,626 | |||||||
Other non-current assets | 1,026 | |||||||
Current and non-current liabilities | (39,629 | ) | ||||||
Total purchase price | $ | 1,819,039 | ||||||
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 of the acquired assets and assumed liabilities, but the potential for measurement period adjustments exists based on the Company’s continuing review of matters related to the acquisition. The Company expects to 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 7 - 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 $137.9 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. | ||||||||
Intangible assets consist of customer relationship assets of $332.0 million and a trade name of $59.1 million having weighted average estimated useful lives of 10 years and 9.5 years, respectively. The trade name was valued utilizing a relief from royalty method. | ||||||||
The Company incurred transaction and integration expenses of approximately $17.9 million during the year ended December 31, 2014 in conjunction with the acquisition of Mercury, which are included within general and administrative expenses and other operating costs on the accompanying consolidated statement of income. From the acquisition date of June 13, 2014 through December 31, 2014, revenue included in in the accompanying statement of income for the year ended December 31, 2014 attributable to Mercury was approximately $217 million. Net income for the period could not be determined due to integration activities that were incurred subsequent to the acquisition. | ||||||||
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. See additional discussion in Note 13 - Share-Based Compensation Plans. | ||||||||
The following unaudited pro forma information shows the Company’s results of operations for the year ended December 31, 2014 and 2013 as if the Mercury acquisition had occurred January 1, 2013. The unaudited 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. | ||||||||
Year Ended December 31, | ||||||||
2014 | 2013 | |||||||
(in thousands, except share data) | ||||||||
Total revenue | $ | 2,737,024 | $ | 2,435,234 | ||||
Income from operations | 328,045 | 354,296 | ||||||
Net income including non-controlling interests | 178,162 | 155,010 | ||||||
Net income attributable to Vantiv, Inc. | 132,143 | 95,722 | ||||||
Net income per share attributable to Vantiv, Inc. Class A common stock: | ||||||||
Basic | $ | 0.93 | $ | 0.69 | ||||
Diluted | $ | 0.8 | $ | 0.61 | ||||
Shares used in computing net income per share of Class A common stock: | ||||||||
Basic | 141,936,933 | 138,836,314 | ||||||
Diluted | 199,170,813 | 206,027,557 | ||||||
The unaudited 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 for the year ended December 31, 2014 and a corresponding increase for the year ended December 31, 2013 for acquisition-related transaction costs and debt refinancing costs incurred by the Company. | |||||||
Acquisition of Element Payment Services, Inc. | ||||||||
On July 31, 2013, the Company completed the acquisition of Element Payment Services, Inc. ("Element"), acquiring all of the outstanding voting interest. Element was a provider of integrated payment processing solutions. This acquisition provides the Company with strategic capabilities to partner with integrated point-of-sale developers and dealers and positions the Company to increase its presence in the integrated payments channel. | ||||||||
The acquisition was accounted for as a business combination under ASC 805. The purchase price was allocated to the assets acquired and liabilities assumed based on the estimated fair value at the date of acquisition. The excess of the purchase price over the fair value of the net assets acquired was allocated to goodwill, none of which is deductible for tax purposes. Goodwill, assigned to Merchant Services, consists primarily of the acquired workforce and growth opportunities, none of which qualifies as an identifiable intangible asset. The final purchase price allocation is as follows (in thousands): | ||||||||
Current assets | $ | 11,359 | ||||||
Equipment and software | 8,193 | |||||||
Goodwill | 135,068 | |||||||
Customer relationship intangible assets | 29,300 | |||||||
Trade name | 500 | |||||||
Current liabilities | (8,189 | ) | ||||||
Deferred tax liabilities | (13,772 | ) | ||||||
Total purchase price | $ | 162,459 | ||||||
Customer relationship intangible assets and the trade name have weighted average useful lives of 10 years and 1 year, respectively. | ||||||||
The pro forma results of the Company reflecting the acquisition of Element were not material to our financial results and therefore have not been presented. | ||||||||
Acquisition of Litle & Co., LLC | ||||||||
On November 30, 2012, the Company completed the acquisition of Litle & Co., LLC ("Litle"), acquiring all of the outstanding voting interests. Litle was an ecommerce payment processor, providing a fully-integrated payments solution for companies that sell goods and services to consumers over the internet and through direct response marketing. This acquisition significantly increases the Company's capabilities in ecommerce, expands its customer base of online merchants, and enables the delivery of Litle's innovative ecommerce solutions to the Company's clients. | ||||||||
The acquisition was accounted for as a business combination under ASC 805. The purchase price was allocated to the assets acquired and liabilities assumed based on the estimated fair value at the date of acquisition. The excess of the purchase price over the fair value of the net assets acquired was allocated to goodwill, all of which is deductible for tax purposes. Goodwill, assigned to Merchant Services, consists primarily of tax benefits resulting from the acquisition, the acquired workforce and growth opportunities, none of which qualifies as an amortizable intangible asset. The final purchase price allocation is as follows (in thousands): | ||||||||
Current assets | $ | 10,326 | ||||||
Property and equipment | 13,503 | |||||||
Non-current assets | 30 | |||||||
Goodwill | 276,171 | |||||||
Customer relationship intangible assets | 73,600 | |||||||
Trade name | 1,300 | |||||||
Current liabilities | (14,341 | ) | ||||||
Total purchase price | $ | 360,589 | ||||||
Customer relationship intangible assets and the trade name have weighted average useful lives of 10 years and 1 year, respectively. | ||||||||
The pro forma results of the Company reflecting the acquisition of Litle were not material to our financial results and therefore have not been presented. | ||||||||
The Company incurred expenses of approximately $3.5 million during the year ended December 31, 2012 in conjunction with the acquisition of Litle, which are included within general and administrative expenses on the accompanying statement of income. |
PROPERTY_EQUIPMENT_AND_SOFTWAR
PROPERTY, EQUIPMENT AND SOFTWARE | 12 Months Ended | ||||||||||
Dec. 31, 2014 | |||||||||||
Property, Plant and Equipment [Abstract] | |||||||||||
PROPERTY, EQUIPMENT AND SOFTWARE | PROPERTY, EQUIPMENT AND SOFTWARE | ||||||||||
A summary of the Company's property, equipment and software is as follows (in thousands): | |||||||||||
Estimated Useful Life | December 31, 2014 | December 31, 2013 | |||||||||
Land | N/A | $ | 6,401 | $ | — | ||||||
Building and improvements | 15 - 40 years | 33,454 | 18,645 | ||||||||
Furniture and equipment | 2 - 10 years | 116,065 | 88,650 | ||||||||
Software | 3 - 5 years | 259,495 | 204,222 | ||||||||
Leasehold improvements | 3 - 10 years | 8,753 | 5,162 | ||||||||
Work in progress | 60,309 | 38,039 | |||||||||
Accumulated depreciation | (202,762 | ) | (137,385 | ) | |||||||
Total | $ | 281,715 | $ | 217,333 | |||||||
Depreciation and amortization expense related to property, equipment and software for the years ended December 31, 2014, 2013 and 2012 was $70.0 million, $56.8 million and $40.7 million, respectively. |
GOODWILL_AND_INTANGIBLE_ASSETS
GOODWILL AND INTANGIBLE ASSETS | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | |||||||||||||
GOODWILL AND INTANGIBLE ASSETS | GOODWILL AND INTANGIBLE ASSETS | ||||||||||||
Changes in the carrying amount of goodwill, by business segment, are as follows (in thousands): | |||||||||||||
Merchant Services | Financial Institution Services | Total | |||||||||||
Balance as of December 31, 2012 | $ | 1,229,742 | $ | 574,850 | $ | 1,804,592 | |||||||
Goodwill attributable to acquisition of Litle (1) | 3,953 | — | 3,953 | ||||||||||
Goodwill attributable to acquisition of Element | 135,068 | — | 135,068 | ||||||||||
Balance as of December 31, 2013 | 1,368,763 | 574,850 | 1,943,613 | ||||||||||
Goodwill attributable to acquisition of Mercury | 1,347,753 | — | 1,347,753 | ||||||||||
Balance as of December 31, 2014 | $ | 2,716,516 | $ | 574,850 | $ | 3,291,366 | |||||||
(1) Amount represents adjustments to goodwill associated with the acquisition of Litle as a result of the finalization of purchase accounting. | |||||||||||||
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 year ended December 31, 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 December 31, 2014 and 2013, the Company's intangible assets consisted of the following (in thousands): | |||||||||||||
December 31, | December 31, | ||||||||||||
2014 | 2013 | ||||||||||||
Customer relationship intangible assets | $ | 1,596,581 | $ | 1,234,042 | |||||||||
Trade name - indefinite lived | — | 41,000 | |||||||||||
Trade name - finite lived | 65,833 | 500 | |||||||||||
Customer portfolios and related assets | 57,383 | 26,422 | |||||||||||
1,719,797 | 1,301,964 | ||||||||||||
Less accumulated amortization on: | |||||||||||||
Customer relationship intangible assets | 655,017 | 496,906 | |||||||||||
Trade name - finite lived | 5,105 | 208 | |||||||||||
Customer portfolios and related assets | 24,983 | 9,518 | |||||||||||
685,105 | 506,632 | ||||||||||||
$ | 1,034,692 | $ | 795,332 | ||||||||||
Customer portfolios and related assets acquired during the year ended December 31, 2014 and 2013, have weighted-average amortization periods of 4.2 years and 3.7 years, respectively. Amortization expense on intangible assets for the years ended December 31, 2014, 2013 and 2012 was $205.1 million, $128.6 million and $119.9 million, respectively. For the year ended December 31, 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): | |||||||||||||
2015 | $ | 190,264 | |||||||||||
2016 | 176,161 | ||||||||||||
2017 | 162,671 | ||||||||||||
2018 | 154,857 | ||||||||||||
2019 | 147,566 | ||||||||||||
CAPITAL_LEASES
CAPITAL LEASES | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
Leases [Abstract] | |||||
CAPITAL LEASES | CAPITAL LEASES | ||||
The Company has various lease agreements for equipment that are classified as capital leases. The cost and accumulated depreciation of equipment under capital leases included in the accompanying statements of financial position within property and equipment were $33.4 million and $8.3 million, respectively, as of December 31, 2014 and $20.4 million and $2.3 million, respectively, as of December 31, 2013. Depreciation expense associated with capital leases for the years ended December 31, 2014, 2013 and 2012 was $6.0 million, $6.7 million and $4.1 million, respectively. | |||||
The future minimum lease payments required under capital leases and the present value of net minimum lease payments as of December 31, 2014 are as follows (in thousands): | |||||
Amount | |||||
2015 | $ | 8,505 | |||
2016 | 9,257 | ||||
2017 | 5,146 | ||||
2018 | 634 | ||||
Total minimum lease payments | 23,542 | ||||
Less: Amount representing interest | (605 | ) | |||
Present value of minimum lease payments | 22,937 | ||||
Less: Current maturities of capital lease obligations | (8,158 | ) | |||
Long-term capital lease obligations | $ | 14,779 | |||
LONGTERM_DEBT
LONG-TERM DEBT | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Debt Disclosure [Abstract] | ||||||||
LONG-TERM DEBT | LONG-TERM DEBT | |||||||
As of December 31, 2014 and 2013, the Company’s debt consisted of the following: | ||||||||
December 31, | December 31, | |||||||
2014 | 2013 | |||||||
(in thousands) | ||||||||
$2,050.0 million term A loan, maturing on June 13, 2019, and bearing interest at a variable base rate (LIBOR) plus a spread rate (200 basis points) (total rate of 2.16% at December 31, 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 the next three quarters with a balloon payment due at maturity | $ | 1,998,750 | $ | — | ||||
$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 13, 2021, and bearing interest at a variable base rate (LIBOR) with a floor of 75 basis points plus a spread rate (300 basis points) (total rate of 3.75% at December 31, 2014) and amortizing on a basis of 0.25% per quarter, with a balloon payment due at maturity | 1,393,000 | — | ||||||
$10.1 million leasehold mortgage, expiring on August 10, 2021 and bearing interest payable monthly at a fixed rate (rate of 6.22% at December 31, 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 | (8,143 | ) | (2,631 | ) | ||||
Note payable and note payable to related party | $ | 3,277,237 | $ | 1,718,750 | ||||
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 discussed below with an outstanding balance of approximately $1.8 billion as of the date of refinancing. 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. There were no outstanding borrowings on the revolving credit facility at December 31, 2014. On January 6, 2015, the Company made an early principal payment of $200 million on the term B loan. | ||||||||
As of December 31, 2014, Fifth Third held $201.9 million of the term A loans. | ||||||||
As a result of the Company's 2014 debt refinancing, the Company expensed approximately $26.5 million, which consisted primarily of the write-offs of unamortized deferred financing fees and original issue discount ("OID") associated with the component of the refinancing accounted for as a debt extinguishment 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 year ended December 31, 2014. At December 31, 2014, deferred financing fees of approximately $25.5 million and OID of approximately $8.1 million are recorded as a component of other non-current assets and as a reduction of note payable, respectively, in the accompanying consolidated statement of financial position. Fifth Third participated in the debt both prior and subsequent to the refinancing pursuant to terms and conditions consistent with third-party lenders, and therefore the refinancing of the component of the Company's debt held by Fifth Third was treated consistently with the overall refinancing. | ||||||||
2013 Debt Refinancing | ||||||||
In May 2013, the Company entered into a $1.85 billion term A loan (the "2013 term A loan"), of which a portion of the proceeds were used to repay outstanding debt under the Company's 2012 refinanced debt agreement discussed below with an aggregate outstanding balance of approximately $1.2 billion as of the date of refinancing. The related revolving credit facility was also terminated. In addition to the 2013 term A loan, the new debt agreement included a $250 million revolving credit facility. The maturity date and debt service requirements relating to the 2013 term A loan are listed in the table above. The revolving credit facility originally matured in May 2018 and included a $75 million swing line facility and a $40 million letter of credit facility. The commitment fee rate for the unused portion of the revolving credit facility was 0.375% per year. | ||||||||
As of December 31, 2013, Fifth Third held $343.6 million of the term A loans. | ||||||||
As a result of the Company's 2013 debt refinancing, the Company expensed approximately $20.0 million, which consisted primarily of the write-offs of unamortized deferred financing fees and original issue discount associated with the component of the refinancing accounted for as a debt extinguishment. Amounts expensed in connection with the refinancing are recorded as a component of non-operating expenses in the accompanying consolidated statement of income for the year ended December 31, 2013. At December 31, 2013, deferred financing fees of approximately $17.9 million and OID of approximately $2.6 million were recorded as a component of other non-current assets and as a reduction of note payable, respectively, in the accompanying consolidated statement of financial position. Fifth Third participated in the debt both prior and subsequent to the refinancing pursuant to terms and conditions consistent with third-party lenders, and therefore the refinancing of the component of the Company's debt held by Fifth Third was treated consistently with the overall refinancing. | ||||||||
2012 Debt Refinancing | ||||||||
Upon the completion of the Company’s IPO, the Company used net proceeds and cash on hand of $538.9 million to repay outstanding debt under the Company’s 2011 refinanced debt agreement. Contemporaneous with the repayment, the Company refinanced the remaining debt outstanding under the 2011 refinanced debt agreement, which consisted of two tranches, and terminated its $150.0 million revolving credit facility. | ||||||||
As part of the 2012 debt refinancing, the first lien loan agreement of the 2011 refinanced debt was refinanced into a new loan agreement consisting of term A loans and term B loans with balances of $1.0 billion and $250 million as of the date of refinancing, respectively, and a $250.0 million revolving credit facility. The revolving credit facility originally matured in March 2017 and included a $75.0 million swing line facility and a $40.0 million letter of credit facility. The commitment fee rate for the unused portion of the revolving credit facility was 0.50% per year. | ||||||||
As a result of the Company's 2012 debt refinancing, the Company expensed approximately $55.6 million, which consisted primarily of the write-offs of unamortized deferred financing fees and OID associated with the component of the refinancing accounted for as a debt extinguishment, as well as a call premium equal to 1% of the outstanding balance of the original debt, or approximately $12.2 million. Amounts expensed in connection with the refinancing are recorded as a component of non-operating expenses in the accompanying consolidated statement of income for the year ended December 31, 2012. Fifth Third participated in the debt both prior and subsequent to the refinancing pursuant to terms and conditions consistent with third-party lenders, and therefore the refinancing of the component of the Company's debt held by Fifth Third was treated consistently with the overall refinancing. | ||||||||
Guarantees and Security | ||||||||
The Company's debt obligations at December 31, 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 financial and non-financial covenants contained in the Amended Loan Agreement for the refinanced debt, which are tested on a quarterly basis. The financial covenants require maintenance of certain leverage and interest coverage ratios. At December 31, 2014, the Company was in compliance with these financial covenants. |
TAX_RECEIVABLE_AGREEMENTS
TAX RECEIVABLE AGREEMENTS | 12 Months Ended | |||||||||||||||||||||||
Dec. 31, 2014 | ||||||||||||||||||||||||
Tax Receivable Agreements Disclosure [Abstract] | ||||||||||||||||||||||||
TAX RECEIVABLE AGREEMENTS | TAX RECEIVABLE AGREEMENTS | |||||||||||||||||||||||
In connection with its IPO, the Company entered into TRAs with its pre-IPO investors, which consisted of certain funds managed by Advent, Fifth Third and JPDN. A description of each TRA is as follows: | ||||||||||||||||||||||||
• | TRA with Fifth Third: Provides for the payment by the Company to Fifth Third equal to 85% of the amount of cash savings, if any, in U.S. federal, state, local and foreign income tax that the Company realizes as a result of the increases in tax basis that result from the purchase of Vantiv Holding units from Fifth Third or from the exchange of Vantiv Holding units by Fifth Third for cash or shares of Class A common stock, as well as the tax benefits attributable to payments made under such TRA. Any actual increase in tax basis, as well as the amount and timing of any payments under the TRA, will vary depending upon a number of factors, including the timing of exchanges, the price of shares of the Company’s Class A common stock at the time of the exchange, the extent to which such exchanges are taxable, and the amount and timing of the Company’s income. | |||||||||||||||||||||||
Obligations of the Company under the TRA have been created as a result of the purchase of Vantiv Holding units from Fifth Third in connection with the underwriters' exercise of their option to purchase additional shares of the Company’s Class A common stock subsequent to the IPO, as well as through the exchange by Fifth Third of Class B units of Vantiv Holding for Vantiv, Inc. Class A common stock in subsequent secondary offerings, as discussed in Note 1 - Basis of Presentation and Summary of Significant Accounting Policies. | ||||||||||||||||||||||||
• | TRA with Advent: Provides for the payment by the Company to Advent equal to 85% of the amount of cash savings, if any, in U.S. federal, state, local and foreign income tax that the Company realizes as a result of the use of the Company’s tax attributes in existence prior to the effective date of the Company’s IPO. As further discussed below, the Company settled the TRA obligation with Advent in October 2013. | |||||||||||||||||||||||
• | TRA with all pre-IPO investors: Provides for the payment by the Company to its pre-IPO investors of 85% of the amount of cash savings, if any, in U.S. federal, state, local and foreign income tax that NPC Group, Inc., or NPC, a wholly-owned subsidiary of the Company, realizes as a result of its use of its NOLs and other tax attributes, with any such payment being paid to Advent, Fifth Third and JPDN according to their respective ownership interests in Vantiv Holding immediately prior to the IPO. As further discussed below, the Company settled the Advent and JPDN portion of the TRA obligation in October 2013. The remaining TRA obligation after the settlement transaction is solely with Fifth Third. | |||||||||||||||||||||||
• | TRA with JPDN: Provides for the payment to JPDN of 85% of the amount of cash savings, if any, in U.S. federal, state, local and foreign income tax that the Company realizes as a result in the increase of tax basis that may result from the Vantiv Holding units exchanged for the Company’s Class A common stock by JPDN, as well as the tax benefits attributable to payments made under such TRA. As part of the recapitalization of Vantiv, Inc. and Vantiv Holding immediately prior to the IPO, JPDN contributed its units of Vantiv Holding to Vantiv, Inc. in exchange for shares of Class A common stock of Vantiv, Inc. creating a TRA obligation. As further discussed below, the Company settled the TRA obligation with JPDN in October 2013. | |||||||||||||||||||||||
On October 23, 2013, the Company entered into substantially identical tax receivable termination agreements with Advent and JPDN to terminate the obligations owed to them under the TRAs discussed above. Under the terms of the tax receivable termination agreements, the Company paid approximately $112 million to Advent and $0.5 million to JPDN to settle approximately $254 million of obligations under the TRAs. As Advent and JPDN are considered related parties of the Company, the difference between the TRA payment amount and the liabilities settled was recorded as an addition to paid-in capital. As a result of the termination agreements, the TRAs with Advent and JPDN were terminated and the Company has no further obligations to Advent or JPDN under the TRAs. The Company remains obligated to pay amounts due to Fifth Third Bank under its TRA. Advent was a stockholder of the Company and JPDN is an affiliate of the Company’s president and chief executive officer. A special committee of the Company’s board of directors comprised of independent, disinterested directors authorized the tax receivable termination agreements. | ||||||||||||||||||||||||
In connection with the annual process of determining the upcoming January TRA payment, the Company evaluates the assumptions underlying the TRA obligations. As a result of this process, obligations under the tax receivable agreements with Fifth Third were adjusted in 2014 to reflect the impact of tax planning strategies implemented during the year which are expected to reduce the amount of future obligations. The Company recorded a benefit of $41.3 million in non-operating income (expense) during the year ended December 31, 2014 as a result of the reduction in the TRA obligations with Fifth Third. | ||||||||||||||||||||||||
As discussed in Note 2 - Business Combinations, 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 Company recorded an initial liability of $137.9 million for the Mercury TRA and non-operating expenses of $14.6 million related to the change in fair value of the Mercury TRA during the year ended December 31, 2014. | ||||||||||||||||||||||||
The Company will retain the benefit of the remaining 15% of the cash savings associated with the Fifth Third and Mercury TRAs. As a result of the termination agreements with Advent and JPDN, the Company will retain 100% of the cash savings associated with their respective TRAs. | ||||||||||||||||||||||||
All TRA obligations are recorded based on the full and undiscounted amount of the expected future payments, except for the Mercury TRA which represents contingent consideration relating to an acquired business, and is recorded at fair value for financial reporting purposes (see Note 15 - Fair Value Measurements). The following table reflects TRA activity and balances for the years ended December 31, 2014, 2013 and 2012 (in thousands): | ||||||||||||||||||||||||
IPO Transaction | 2012 Secondary Offerings | Balance as of December 31, 2012 | 2013 Secondary Offerings | TRA Settlements | Balance as of December 31, 2013 | |||||||||||||||||||
TRA with Fifth Third Bank | $ | 11,100 | $ | 154,000 | $ | 165,100 | $ | 329,400 | $ | — | $ | 494,500 | ||||||||||||
TRA with Advent | 183,800 | — | 183,800 | — | (183,800 | ) | — | |||||||||||||||||
TRA with all pre-IPO investors | 134,100 | — | 134,100 | — | (68,900 | ) | 65,200 | |||||||||||||||||
TRA with JPDN | 1,700 | — | 1,700 | — | (1,700 | ) | — | |||||||||||||||||
Total | $ | 330,700 | $ | 154,000 | $ | 484,700 | $ | 329,400 | $ | (254,400 | ) | $ | 559,700 | |||||||||||
Balance as of December 31, 2013 | 2014 TRA Payment | 2014 Secondary Offering | Acquisition of Mercury | Change in Value | Balance as of December 31, 2014 | |||||||||||||||||||
TRA with Fifth Third Bank | $ | 494,500 | $ | (726 | ) | $ | 109,400 | $ | — | $ | (38,769 | ) | $ | 564,405 | ||||||||||
TRA with all pre-IPO investors | 65,200 | (7,913 | ) | — | — | (1,630 | ) | 55,657 | ||||||||||||||||
Mercury TRA | — | — | — | 137,860 | 14,560 | 152,420 | ||||||||||||||||||
Total | $ | 559,700 | $ | (8,639 | ) | $ | 109,400 | $ | 137,860 | $ | (25,839 | ) | $ | 772,482 | ||||||||||
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 Fifth Third TRA of $109.4 million and an additional deferred tax asset of $92.0 million associated with the increase in tax basis. The Company recorded a corresponding reduction to paid-in capital of $17.4 million for the difference between the TRA liability and the related deferred tax asset. | ||||||||||||||||||||||||
During the year ended December 31, 2013, the Company recorded an additional liability under the TRAs of $329.4 million and an additional deferred tax asset of $236 million associated with the increase in tax basis as a result of the exchanges of units of Vantiv Holding in connection with the secondary offerings. The Company recorded a corresponding reduction to paid-in capital of $93 million for the difference between the TRA liability and the related deferred tax asset. | ||||||||||||||||||||||||
During the year ended December 31, 2012, the Company recorded an additional liability under the TRAs of $484.7 million and an additional deferred tax asset of $138 million associated with the increase in tax basis as a result of the exchanges of units of Vantiv Holding in connection with the IPO and secondary offerings. The Company recorded a corresponding reduction to paid-in capital of $346.7 million for the difference between the TRA liability and the related deferred tax asset. | ||||||||||||||||||||||||
Payments under 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 actual income tax liability of the Company to the amount of such taxes the Company would have been required to pay had there been no 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. Subsequent adjustments of the tax receivable agreement obligations due to certain events (e.g. changes to the expected realization of NOLs or changes in tax rates) will be recognized in the statement of income. | ||||||||||||||||||||||||
The timing and/or amount of aggregate payments due under the TRAs may vary based on a number of factors, including the amount and timing of the taxable income the Company generates in the future and the tax rate then applicable, the use of loss carryovers and amortizable basis. Payments under the TRAs, if necessary, are required to be made no later than January 5th of the second year immediately following the taxable year in which the obligation occurred. Therefore, the Company was not required to make any payments under the TRAs during the year ended December 31, 2013. The first contractually obligated payment under the TRA obligations, approximately $8.6 million was paid during January 2014. An additional payment under the TRA obligations of approximately $22.8 million, was paid during January 2015. The January 2015 payment is recorded as current portion of tax receivable agreement obligations to related parties on the accompanying consolidated statement of financial position and there are no amounts due in the next twelve months under the Mercury TRA. The term of the TRAs will continue until all such tax benefits have been utilized or expired, unless the Company exercises its right to terminate the TRA for an amount based on the agreed payments remaining to be made under the agreement. |
DERIVATIVES_AND_HEDGING_ACTIVI
DERIVATIVES AND HEDGING ACTIVITIES | 12 Months Ended | |||||||||||
Dec. 31, 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 December 31, 2014 and 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 15 - Fair Value Measurements for a detailed discussion of the fair value of its derivatives. The Company designates its interest rate swaps as cash flow hedges of forecasted interest rate payments related to its variable-rate debt. | ||||||||||||
The Company formally documents all relationships between hedging instruments and underlying hedged transactions, as well as its risk management objective and strategy for undertaking hedge transactions. This process includes linking all derivatives that are designated as cash flow hedges to forecasted transactions. A formal assessment of hedge effectiveness is performed both at inception of the hedge and on an ongoing basis to determine whether the hedge is highly effective in offsetting changes in cash flows of the underlying hedged item. Hedge effectiveness is assessed using a regression analysis. If it is determined that a derivative ceases to be highly effective during the term of the hedge, the Company will discontinue hedge accounting for such derivative. | ||||||||||||
The Company’s interest rate swaps qualify for hedge accounting under ASC 815, Derivatives and Hedging. Therefore, the effective portion of changes in fair value were recorded in AOCI and will be reclassified into earnings in the same period during which the hedged transactions affected earnings. | ||||||||||||
Cash Flow Hedges of Interest Rate Risk | ||||||||||||
The Company's objectives in using interest rate derivatives are to add stability to interest expense and to manage its exposure to interest rate movements. To accomplish these objectives, the Company uses interest rate swaps as part of its interest rate risk management strategy. As of December 31, 2014, the Company had a total of 18 outstanding interest rate swaps that were designated as cash flow hedges of interest rate risk. Of the 18 outstanding interest rate swaps, 12 of them cover an exposure period from June 2014 through June 2017 and have a combined notional balance of $1.3 billion (amortizing to $1.1 billion). The remaining 6 interest rate swaps cover an exposure period from January 2016 through January 2019 and have a combined notional balance of $500 million. Fifth Third is the counterparty to 7 of the 18 outstanding interest rate swaps with notional balances ranging from $318.8 million to $250.0 million. | ||||||||||||
The Company does not offset derivative positions in the accompanying consolidated financial statements. The table below presents the fair value of the Company’s derivative financial instruments designated as cash flow hedges included within the accompanying consolidated statements of financial position (in thousands): | ||||||||||||
Consolidated Statement of | December 31, 2014 | December 31, 2013 | ||||||||||
Financial Position Location | ||||||||||||
Interest rate swaps | Other long-term assets | $ | 104 | $ | 4,545 | |||||||
Interest rate swaps | Other current liabilities | 5,205 | — | |||||||||
Interest rate swaps | Other long-term liabilities | 2,283 | 3,728 | |||||||||
Any ineffectiveness associated with such derivative instruments will be recorded immediately as interest expense in the accompanying consolidated statements of income. As of December 31, 2014, the Company estimates that $5.2 million will be reclassified from accumulated other comprehensive income as an increase to interest expense during the next 12 months. | ||||||||||||
During the year ended December 31, 2012, as a result of the refinancing of the Company’s debt during March 2012, the Company accelerated the reclassification of amounts in accumulated other comprehensive income (loss) to earnings as a result of the hedged forecasted transactions becoming probable of not occurring. The accelerated amounts resulted in a loss of approximately $31.1 million, which was recorded as a component of non-operating expenses in the accompanying consolidated statement of income for the year ended December 31, 2012. | ||||||||||||
The table below presents the effect of the Company’s interest rate swaps on the accompanying consolidated statements of income for the years ended December 31, 2014, 2013 and 2012 (in thousands): | ||||||||||||
Year Ended | ||||||||||||
December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Derivatives in cash flow hedging relationships: | ||||||||||||
Amount of gain (loss) recognized in OCI (effective portion) (1) | $ | (11,240 | ) | $ | 244 | $ | (4,256 | ) | ||||
Amount of loss reclassified from accumulated OCI into earnings (effective portion) | (3,040 | ) | (573 | ) | (2,600 | ) | ||||||
Amount of loss recognized in earnings (2) | (1 | ) | — | (31,079 | ) | |||||||
-1 | "OCI" represents other comprehensive income. | |||||||||||
-2 | For the year ended December 31, 2012, amount represents a loss due to hedged forecasted transactions becoming probable of not occurring and is recorded as a component of non-operating expenses in the accompanying consolidated statement of income. For the year ended December 31, 2014, amount represents hedge ineffectiveness. | |||||||||||
Credit Risk Related Contingent Features | ||||||||||||
The Company has agreements with each of its derivative counterparties that contain a provision where if the Company defaults on any of its indebtedness, then the Company could also be declared in default on its derivative obligations. | ||||||||||||
As of December 31, 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 $8.7 million. As of December 31, 2014, the Company has not posted any collateral related to these agreements. If the Company had breached any of these provisions at December 31, 2014, it could have been required to settle its obligations under the agreements at their termination value of $8.7 million. |
CONTROLLING_AND_NONCONTROLLING
CONTROLLING AND NON-CONTROLLING INTERESTS | 12 Months Ended | |||||||||||
Dec. 31, 2014 | ||||||||||||
Noncontrolling Interest [Abstract] | ||||||||||||
CONTROLLING AND NON-CONTROLLING INTERESTS | CONTROLLING AND NON-CONTROLLING INTERESTS | |||||||||||
The Company has various non-controlling interests that are accounted for in accordance with ASC 810, Consolidation. | ||||||||||||
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, with respect to periods subsequent to the IPO, and held by Fifth Third and JPDN, with respect to periods prior to the IPO. In connection with the IPO, various recapitalization and reorganization transactions were executed, as discussed in Note 1 - Basis of Presentation and Summary of Significant Accounting Policies. Further, as discussed in Note 1 - Basis of Presentation and Summary of Significant Accounting Policies, the Exchange Agreement entered into prior to the IPO provides for a 1 to 1 ratio between the units of Vantiv Holding and the common stock of Vantiv, Inc. | ||||||||||||
The Company and Peoples United Bank (“PUB”) formed People’s United Merchant Services (“PUMS”) during May 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 2014 consolidated statement of equity. | ||||||||||||
As of December 31, 2014, Vantiv, Inc.’s interest in Vantiv Holding was 77.17%. Changes in units and related ownership interest in Vantiv Holding are summarized as follows: | ||||||||||||
Vantiv, Inc. | Fifth Third | Total | ||||||||||
As of December 31, 2012 | 142,243,680 | 70,219,136 | 212,462,816 | |||||||||
% of ownership | 66.95 | % | 33.05 | % | ||||||||
Fifth Third exchange of Vantiv Holding units for shares of Class A common stock in connection with 2013 secondary offerings | 21,396,310 | (21,396,310 | ) | — | ||||||||
Share repurchases | (20,903,669 | ) | — | (20,903,669 | ) | |||||||
Equity plan activity (a) | (977,640 | ) | — | (977,640 | ) | |||||||
As of December 31, 2013 | 141,758,681 | 48,822,826 | 190,581,507 | |||||||||
% of ownership | 74.38 | % | 25.62 | % | ||||||||
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 | (1,936,400 | ) | — | (1,936,400 | ) | |||||||
Equity plan activity (a) | (147,273 | ) | — | (147,273 | ) | |||||||
As of December 31, 2014 | 145,455,008 | 43,042,826 | 188,497,834 | |||||||||
% of ownership | 77.17 | % | 22.83 | % | ||||||||
(a) | Includes stock issued under the 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, adjustments of $58.4 million and $260.2 million were recognized during the years ended December 31, 2014 and 2013, respectively, in order to reflect the portion of net assets of Vantiv Holding attributable to non-controlling unit holders based on changes in the proportionate ownership interests in Vantiv Holding during those periods. | ||||||||||||
The table below provides a reconciliation of net income attributable to non-controlling interests based on relative ownership interests as discussed above (in thousands): | ||||||||||||
Year Ended December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Net income | $ | 168,990 | $ | 208,140 | $ | 110,758 | ||||||
Items not allocable to non-controlling interests: | ||||||||||||
Vantiv, Inc. expenses (a) | 7,725 | 58,520 | 21,274 | |||||||||
Vantiv Holding net income | $ | 176,715 | $ | 266,660 | $ | 132,032 | ||||||
Net income attributable to non-controlling interests of Fifth Third (b) | $ | 43,022 | $ | 74,568 | $ | 53,148 | ||||||
Net income attributable to PUMS non-controlling interest (c) | 676 | — | — | |||||||||
Total net income attributable to non-controlling interests | $ | 43,698 | $ | 74,568 | $ | 53,148 | ||||||
(a) Primarily represents income tax expense related to Vantiv, Inc. and TRA related expense (credits) (see Note 7 - Tax Receivable Agreements). | ||||||||||||
(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. | |||||||||||
In connection with the separation from Fifth Third, Fifth Third received a warrant that allows for the purchase of up to 20.4 million Class C Non-Voting Units of Vantiv Holding. The warrant is exercisable, in whole or in part, and from time to time, but not during a restricted period. A restricted period means a period during which Vantiv Holding (or any successor thereto) is treated as a partnership for U.S. federal income tax purposes; provided that the restricted period shall terminate upon the earlier of (i) a change of control, and (ii) in the event Vantiv, Inc. is no longer a public company owning Vantiv Holding, both as defined in the warrant agreement. The warrant expires upon the earliest to occur of the 20th anniversary of the issue date or a change of control where the price paid per unit in such change of control minus the exercise price of the warrant is less than zero. Fifth Third is entitled to purchase the underlying Units of the warrant at a price of $15.98 per unit. The warrant was valued at approximately $65.4 million at June 30, 2009, the issuance date, using a Black-Scholes option valuation model using probability weighted scenarios. The warrant is recorded as a component of the non-controlling interest on the accompanying statements of financial position as of December 31, 2014 and 2013. |
COMMITMENTS_CONTINGENCIES_AND_
COMMITMENTS, CONTINGENCIES AND GUARANTEES | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
Commitments and Contingencies Disclosure [Abstract] | |||||
COMMITMENTS, CONTINGENCIES AND GUARANTEES | COMMITMENTS, CONTINGENCIES AND GUARANTEES | ||||
Leases | |||||
The Company leases office space under non-cancelable operating leases that expire between September 2015 and December 2045. Future minimum commitments under these leases are as follows (in thousands): | |||||
Year Ending December 31, | |||||
2015 | $ | 5,725 | |||
2016 | 4,555 | ||||
2017 | 4,399 | ||||
2018 | 4,411 | ||||
2019 | 3,571 | ||||
Thereafter | 14,015 | ||||
Total | $ | 36,676 | |||
Rent expense for the years ended December 31, 2014, 2013 and 2012 was approximately $9.9 million, $7.0 million and $6.6 million, respectively. | |||||
Legal Reserve | |||||
From time to time, the Company is involved in various litigation matters arising in the ordinary course of its business. While it is impossible to ascertain the ultimate resolution or range of financial liability with respect to these contingent matters, management believes none of these matters, either individually or in the aggregate, would have a material effect upon the Company’s consolidated financial statements. |
EMPLOYEE_BENEFIT_PLANS
EMPLOYEE BENEFIT PLANS | 12 Months Ended |
Dec. 31, 2014 | |
Compensation and Retirement Disclosure [Abstract] | |
EMPLOYEE BENEFIT PLANS | EMPLOYEE BENEFIT PLANS |
The Company offers a defined contribution savings plan to virtually all Company employees. The plan provides for elective, tax-deferred participant contributions and Company matching contributions. | |
Expenses associated with the defined contribution savings plan for the years ended December 31, 2014, 2013 and 2012 were $7.3 million, $5.9 million and $4.5 million, respectively. |
CAPITAL_STOCK
CAPITAL STOCK | 12 Months Ended | ||||||||||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||||||||||
Stockholders' Equity Note [Abstract] | |||||||||||||||||||||||||||||
CAPITAL STOCK | CAPITAL STOCK | ||||||||||||||||||||||||||||
Common Stock | |||||||||||||||||||||||||||||
Under the Company’s amended and restated certificate of incorporation, the Company is authorized to issue 890,000,000 shares of Class A common stock with a par value of $0.00001 per share and 100,000,000 shares of Class B common stock with no par value per share. The Class A and Class B common stock each provide holders with one vote on all matters submitted to a vote of stockholders; however, the holders of shares of Class B common stock shall be limited to voting power, including voting power associated with any Class A common stock held, of 18.5% at any time other than in connection with a stockholder vote with respect to a change of control. Also, holders of Class B common stock do not have any of the economic rights (including rights to dividends and distributions upon liquidation) provided to the holders of Class A common stock. The holders of Class B common stock hold one share of Class B common stock for each Vantiv Holding Class B unit they hold. The Class B units of Vantiv Holding may be exchanged for shares of Class A common stock on a one-for-one basis or, at the Company's option, for cash. Upon exchange of any Class B units of Vantiv Holding, an equal number of shares of Class B common stock automatically will be cancelled. The Class A common stock and Class B common stock vote together as a single class, except that the holders of Class B common stock are entitled to elect a number of the Company's directors equal to the percentage of the voting power of all of the outstanding common stock represented by the Class B common stock but not exceeding 18.5% of the board of directors. Fifth Third holds all of the issued and outstanding Class B common stock. | |||||||||||||||||||||||||||||
As discussed in Note 1 - Basis of Presentation and Summary of Significant Accounting Policies, on March 21, 2012, the Company completed the IPO of its Class A common stock. In the IPO, an aggregate of 33,823,800 shares of Class A common stock were issued and sold to the public (including 4,411,800 Class A shares representing an over-allotment option granted by the Company and the selling stockholders to the underwriters in the IPO) at a price per share of $17.00. In conjunction with the IPO, the Company also issued 86,005,200 shares of Class B common stock to Fifth Third. As of December 31, 2014, 145,455,008 shares of Class A common stock and 43,042,826 shares of Class B common stock were issued and outstanding. | |||||||||||||||||||||||||||||
As discussed in Note 1 - Basis of Presentation and Summary of Significant Accounting Policies, in connection with the May 2013 secondary offering, the Company repurchased approximately 17.5 million shares of its Class A common stock for approximately $400 million. The repurchased shares were retired and accounted for as a reduction to equity in the accompanying consolidated financial statements. | |||||||||||||||||||||||||||||
On October 22, 2013, the Company's board of directors approved a program to repurchase up to $137 million of the Company's Class A common stock. During the year ended December 31, 2013, approximately 3.5 million shares were repurchased under this program for approximately $103 million. During the year ended December 31, 2014, approximately 1.1 million shares were repurchased for approximately $34 million, which completed the repurchases under this authorization. The repurchased shares were immediately retired. | |||||||||||||||||||||||||||||
On February 12, 2014, the Company's board of directors approved a program to repurchase up to an additional $300 million of the Company's Class A common stock. Purchases under the program may be made from time to time in the open market, in privately negotiated transactions, or otherwise. The manner, timing, and amount of any purchases are determined by management based on an evaluation of market conditions, stock price, and other factors. The share repurchase program has no expiration date and the Company may discontinue purchases at any time that management determines additional purchases are not warranted. During the year ended December 31, 2014, approximately 828,000 shares were repurchased under this program for approximately $25 million. The repurchased shares were immediately retired. There is approximately $275 million of share repurchase authority remaining as of December 31, 2014. | |||||||||||||||||||||||||||||
Preferred Stock | |||||||||||||||||||||||||||||
Under the Company’s amended and restated certificate of incorporation, the Company is authorized to issue 10,000,000 shares of preferred stock with a par value of $0.00001 per share. As of December 31, 2014, there was no preferred stock outstanding. | |||||||||||||||||||||||||||||
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 the Company's consolidated net assets are held at the subsidiary level and are restricted as of December 31, 2014. | |||||||||||||||||||||||||||||
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 years ended December 31, 2014, 2013 and 2012 is presented below (in thousands): | |||||||||||||||||||||||||||||
Total Other Comprehensive Income (Loss) | |||||||||||||||||||||||||||||
AOCI Beginning Balance | Pretax Activity | Tax Effect | Net Activity | Attributable to non-controlling interests | Attributable to Vantiv, Inc. | AOCI Ending Balance | |||||||||||||||||||||||
Year ended December 31, 2014 | |||||||||||||||||||||||||||||
Net change in fair value recorded in accumulated OCI | $ | (5 | ) | $ | (11,240 | ) | $ | 3,114 | $ | (8,126 | ) | $ | 2,843 | $ | (5,283 | ) | $ | (5,288 | ) | ||||||||||
Net realized loss reclassified into earnings (a) | 269 | 3,040 | (874 | ) | 2,166 | (703 | ) | 1,463 | 1,732 | ||||||||||||||||||||
Other | — | (212 | ) | — | (212 | ) | — | (212 | ) | (212 | ) | ||||||||||||||||||
Net change | $ | 264 | $ | (8,412 | ) | $ | 2,240 | $ | (6,172 | ) | $ | 2,140 | $ | (4,032 | ) | $ | (3,768 | ) | |||||||||||
Year ended December 31, 2013 | |||||||||||||||||||||||||||||
Net change in fair value recorded in accumulated OCI | $ | — | $ | 244 | $ | 3 | $ | 247 | $ | (252 | ) | $ | (5 | ) | $ | (5 | ) | ||||||||||||
Net realized loss reclassified into earnings (a) | — | 573 | (157 | ) | 416 | (147 | ) | 269 | 269 | ||||||||||||||||||||
Net change | $ | — | $ | 817 | $ | (154 | ) | $ | 663 | $ | (399 | ) | $ | 264 | $ | 264 | |||||||||||||
Year ended December 31, 2012 | |||||||||||||||||||||||||||||
Net realized loss reclassified into earnings (a) | $ | (9,514 | ) | $ | 29,424 | $ | (5,495 | ) | $ | 23,929 | $ | (14,415 | ) | $ | 9,514 | $ | — | ||||||||||||
Net change | $ | (9,514 | ) | $ | 29,424 | $ | (5,495 | ) | $ | 23,929 | $ | (14,415 | ) | $ | 9,514 | $ | — | ||||||||||||
(a) The reclassification adjustment on cash flow hedge derivatives affected the following lines in the accompanying consolidated statements of income: | |||||||||||||||||||||||||||||
OCI Component | Affected line in the accompanying consolidated statements of income | ||||||||||||||||||||||||||||
Pretax activity(1) | Interest expense-net/non-operating expenses | ||||||||||||||||||||||||||||
Tax effect | Income tax expense | ||||||||||||||||||||||||||||
OCI Attributable to non-controlling interests | Net income attributable to non-controlling interests | ||||||||||||||||||||||||||||
(1) The years ended December 31, 2014 and 2013, reflect amounts of losses reclassified from AOCI into earnings, representing the effective portion of the hedging relationships, and is recorded in interest expense-net. The year ended December 31, 2012, reflects a net loss due to hedged forecasted transactions becoming probable of not occurring and is recorded as a component of non-operating expenses. |
SHAREBASED_COMPENSATION_PLANS
SHARE-BASED COMPENSATION PLANS | 12 Months Ended | |||||||||||||
Dec. 31, 2014 | ||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||||||||||||||
SHARE-BASED COMPENSATION PLANS | SHARE-BASED COMPENSATION PLANS | |||||||||||||
The company accounts for share-based compensation plans in accordance with ASC 718, Compensation-Stock Compensation, which requires compensation expense for the grant-date fair value of share-based payments to be recognized over the requisite service period. | ||||||||||||||
2012 Equity Incentive Plan | ||||||||||||||
The 2012 Equity Incentive Plan was adopted by the Company’s board of directors in March 2012. The 2012 Equity Incentive Plan provides for grants of stock options, stock appreciation rights, restricted stock and restricted stock units, performance awards and other stock-based awards. The maximum number of shares of Class A common stock available for issuance pursuant to the 2012 Equity Incentive Plan is 35.5 million shares. | ||||||||||||||
Prior to the IPO, certain employees and directors of Vantiv Holding participated in the Phantom Equity Plan. As discussed in Note 1 - Basis of Presentation and Summary of Significant Accounting Policies, in connection with the IPO, outstanding awards under the Phantom Equity Plan were converted into unrestricted and restricted Class A common stock, issued under the 2012 Equity Incentive Plan. | ||||||||||||||
Phantom Equity Plan | ||||||||||||||
Effective June 30, 2009, Vantiv Holding established the Phantom Equity Plan for certain employees and directors. The aggregate number of units that were available to be issued under the Phantom Equity Plan was limited to approximately 15.3 million. Awards under the Phantom Equity Plan vested upon either the occurrence of certain events ("Time Awards") or the achievement of specified performance goals ("Performance Awards"). | ||||||||||||||
In connection with the IPO, vested Time Awards originally issued under the Phantom Equity Plan were converted into Class A common stock based on a formula as defined in the Phantom Equity Plan. Unvested Time Awards and Performance Awards were converted into restricted Class A common stock, which was issued under the 2012 Equity Incentive Plan. | ||||||||||||||
The Company issued 1,381,135 shares of unrestricted Class A common stock related to vested Time Awards and 3,073,118 shares of restricted Class A common stock related to unvested Time Awards. Compensation expense associated with the shares of restricted Class A common stock is equal to the remaining compensation expense previously associated with the Time Awards. This compensation expense is being recognized prospectively, beginning on the date of the IPO and continuing over the remaining vesting period determined in accordance with the original Phantom Equity Plan award agreements. | ||||||||||||||
The Company issued 3,560,223 shares of restricted Class A common stock in connection with the conversion of Performance Awards under the Phantom Equity Plan. The fair value of restricted Class A common stock was based on the IPO price of $17.00 per share. Prior to the IPO, the occurrence of a qualifying event underlying the Performance Awards had not been considered probable, thus, no compensation expense related to the Performance Awards had been recognized. The conversion of Performance Awards into restricted Class A common stock was accounted for in accordance with ASC 718, Compensation — Stock Compensation, as an "improbable-to-probable" modification. As such, the Company began recognizing compensation expense associated with the converted Performance Awards on a straight-line basis over the three-year vesting period based on the fair value of restricted Class A common stock on the date the awards were granted. | ||||||||||||||
The following table presents the number and weighted-average grant date fair value of the restricted stock awards for the year ended December 31, 2014: | ||||||||||||||
Time Awards Converted to Restricted Class A Common Stock | Weighted Average Grant Date Fair Value | Performance Awards Converted to Restricted Class A Common Stock | Weighted Average Grant Date Fair Value | |||||||||||
Non-vested at December 31, 2013 | 950,089 | $ | 4.02 | 2,055,814 | $ | 17 | ||||||||
Conversion of Restricted Class A common stock to Class A common stock upon vesting | (661,050 | ) | 4.08 | (1,025,459 | ) | 17 | ||||||||
Forfeited | (48,952 | ) | 3.76 | (17,144 | ) | 17 | ||||||||
Non-vested at December 31, 2014 | 240,087 | $ | 4.01 | 1,013,211 | $ | 17 | ||||||||
The total grant date fair value of restricted stock awards vested was $20.1 million, $22.4 million and $3.6 million in 2014, 2013 and 2012, respectively. | ||||||||||||||
Restricted Stock Units | ||||||||||||||
Also in connection with the IPO, the Company issued 74,110 restricted stock units to members of the Company’s board of directors, which vest on the earlier of one year from the date of the grant or the next annual stockholder meeting and will be settled in shares of Class A common stock following the termination of the director’s service. Subsequent to the IPO, the Company has continued to issue restricted stock units to directors and certain employees, which typically vest on the first anniversary of the grant date (for directors) and in equal annual increments over three to four years beginning on the first anniversary of the date of grant (for employees). Additionally, upon the IPO, the Company issued a total of 231,100 restricted stock units to 2,311 active employees of the Company, with each employee receiving 100 restricted stock units. Subject to recipients’ continued service, these units will cliff vest on the fourth anniversary of the IPO. The grant date fair value of the restricted stock units is based on the quoted fair market value of our common stock at the award date. The total grant date fair value of restricted stock units vested was $3.7 million and $0.1 million in 2014 and 2013, respectively. | ||||||||||||||
The following table presents the number and weighted-average grant date fair value of the restricted stock units for the year ended December 31, 2014: | ||||||||||||||
Restricted Stock Units | Weighted Average Grant Date Fair Value | |||||||||||||
Non-vested at December 31, 2013 | 802,144 | $ | 22.63 | |||||||||||
Granted | 496,847 | 31.3 | ||||||||||||
Vested | (155,534 | ) | 23.93 | |||||||||||
Forfeited | (162,962 | ) | 25.07 | |||||||||||
Non-vested at December 31, 2014 | 980,495 | $ | 26.41 | |||||||||||
Stock Options | ||||||||||||||
The Company grants stock options to certain key employees. The stock options vest in 25% annual increments beginning on the first anniversary of the date of grant, subject to the participant's continued service through each such vesting date. All stock options are nonqualified stock options and expire on the tenth anniversary of the grant date. | ||||||||||||||
During the year ended December 31, 2014, 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 calculated on the acquisition date using the Black-Scholes option pricing model. The replacement stock options typically vest over four and a half years with 22.22% of the awards vesting after one year and the remainder in quarterly increments, subject to the participant's continued service through each such vesting date. Per the applicable option agreement, if a participant is terminated without cause within the prescribed acceleration period (which range from 12 to 24 months following the acquisition), then such replacement options shall immediately become fully vested and exercisable at the time of such termination to the extent not then vested and not previously cancelled. The replacement options are nonqualified stock options and expire on the tenth anniversary of the grant date. See Note 2 - Business Combinations for additional details. | ||||||||||||||
The following table summarizes stock option activity for the year ended December 31, 2014: | ||||||||||||||
Stock Options | Weighted Average Exercise Price | Weighted Average Remaining Contractual Term (Years) | Aggregate Intrinsic Value (in thousands) | |||||||||||
Outstanding options at December 31, 2013 | 649,613 | $ | 21.95 | 9.16 | $ | 6,925 | ||||||||
Granted | 710,297 | 31.02 | ||||||||||||
Mercury replacement award grant | 1,750,519 | 16.17 | ||||||||||||
Exercised | (270,603 | ) | 16.6 | $ | 4,378 | |||||||||
Expired | — | — | ||||||||||||
Forfeited | (107,066 | ) | 22.77 | |||||||||||
Outstanding options at December 31, 2014 | 2,732,760 | $ | 21.1 | 8.4 | $ | 35,039 | ||||||||
Options exercisable at December 31, 2014 | 381,195 | $ | 17.83 | 7.73 | $ | 6,135 | ||||||||
The total grant date fair value of options that vested during 2014 was $10.2 million. There were no options vested or exercisable during 2013 and 2012. The weighted-average grant date fair value was estimated by the Company using the Black-Scholes option pricing model with the assumptions below: | ||||||||||||||
2014 | ||||||||||||||
Vantiv Grant | Mercury Replacement Options | 2013 | ||||||||||||
Number of options granted | 710,297 | 1,750,519 | 659,938 | |||||||||||
Weighted average exercise price | $31.02 | $10.18 - $29.79 | $21.95 | |||||||||||
Expected option life at grant (in years) | 6.25 | 3.00 - 6.00 | 6.25 | |||||||||||
Expected volatility | 25.00% | 24.80% - 30.80% | 30.60% | |||||||||||
Expected dividend yield | —% | —% | —% | |||||||||||
Risk-free interest rate | 1.93% | 0.93% - 1.96% | 1.15% | |||||||||||
Fair value | $9.07 | $17.75 - $22.10 | $7.10 | |||||||||||
The expected option life represents the period of time the stock options are expected to be outstanding and is based on the "simplified method" allowed under SEC guidance. The Company used the "simplified method" due to the lack of sufficient historical exercise data to provide a reasonable basis upon which to otherwise estimate the expected life of the stock options. Since the Company's publicly traded stock history is relatively short, expected volatility is based on the Company's historical volatility and the historical volatility of a group of peer companies. The Company does not intend to pay cash dividends in the foreseeable future. Consequently, the Company used an expected dividend yield of zero. The risk-free interest rate was based on the U.S. Treasury yield curve in effect at the time of the grant. | ||||||||||||||
Performance Share Units | ||||||||||||||
The Company issues performance share units to certain employees subject to the achievement of certain financial performance measures. These performance share units vest on the third anniversary of the grant date. Participants have the right to earn 0% to 200% of the target number of shares of the Company’s Class A common stock, determined by the level of achievement of the financial performance measures during the three year performance period. | ||||||||||||||
Additionally, associated with an acquisition in 2013 the Company issued performance share units to certain employees subject to the achievement of certain financial and non-financial performance measures through 2016. | ||||||||||||||
The weighted-average grant date fair value of the performance share units is based on the quoted fair market value of our common stock on the grant date. The total grant date fair value of performance share units vested in 2014 was $1.9 million. There were no performance share units vested during 2013 or 2012. | ||||||||||||||
The following table presents the number and weighted-average grant date fair value of the performance share units for the years ended December 31, 2014 and 2013: | ||||||||||||||
Performance Share Units | Weighted Average Grant Date Fair Value | |||||||||||||
Non-vested at December 31, 2013 | 430,490 | $ | 26.97 | |||||||||||
Granted | 207,647 | 31.02 | ||||||||||||
Vested | (59,815 | ) | 31.76 | |||||||||||
Forfeited | (70,225 | ) | 29.17 | |||||||||||
Non-vested at December 31, 2014 | 508,097 | $ | 27.76 | |||||||||||
For the years ended December 31, 2014, 2013 and 2012, total share-based compensation expense was $42.2 million, $29.7 million and $33.4 million, respectively. Related tax benefits totaled $12.9 million in 2014, $8.5 million in 2013 and $9.9 million in 2012. At December 31, 2014, there was approximately $52.9 million of unrecognized share-based compensation expense, which is expected to be recognized over a remaining weighted-average period of approximately 2.1 years. |
INCOME_TAXES
INCOME TAXES | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Income Tax Disclosure [Abstract] | |||||||||||||
INCOME TAXES | INCOME TAXES | ||||||||||||
In accordance with ASC Topic 740, Income Taxes, income taxes are recognized for the amount of taxes payable for the current year and for the impact of deferred tax liabilities and assets, which represent future tax consequences of events that have been recognized differently in the financial statements than for tax purposes. Deferred tax assets and liabilities are established using the enacted statutory tax rates and are adjusted for any changes in such rates in the period of change. Vantiv, Inc. is taxed as a C Corporation, which is subject to both federal and state taxation at a corporate level. Therefore, tax expense and deferred tax assets and liabilities reflect such status. | |||||||||||||
The following is a summary of applicable income taxes (in thousands): | |||||||||||||
Year Ended December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Current income tax expense: | |||||||||||||
U.S. income taxes | $ | 29,234 | $ | 48,494 | $ | 40,747 | |||||||
State and local income taxes | 4,474 | 3,926 | 5,754 | ||||||||||
Total current tax expense | 33,708 | 52,420 | 46,501 | ||||||||||
Deferred income tax expense: | |||||||||||||
U.S. income taxes | 36,070 | 30,264 | 366 | ||||||||||
State and local income taxes | (3,601 | ) | 1,076 | (14 | ) | ||||||||
Total deferred tax expense | 32,469 | 31,340 | 352 | ||||||||||
Applicable income tax expense | $ | 66,177 | $ | 83,760 | $ | 46,853 | |||||||
A reconciliation of the U.S. income tax rate and the Company's effective tax rate for all periods is provided below: | |||||||||||||
Year Ended December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Federal statutory tax rate | 35 | % | 35 | % | 35 | % | |||||||
State taxes-net of federal benefit | 2.6 | 2.7 | 3.1 | ||||||||||
Change in state and local tax law | — | — | (0.2 | ) | |||||||||
State deferred rate impact | (3.1 | ) | — | — | |||||||||
Non-controlling interest | (5.6 | ) | (8.5 | ) | (8.4 | ) | |||||||
Other-net | (0.8 | ) | (0.5 | ) | 0.2 | ||||||||
Effective tax rate | 28.1 | % | 28.7 | % | 29.7 | % | |||||||
Deferred income tax assets and liabilities are comprised of the following as of December 31 (in thousands): | |||||||||||||
2014 | 2013 | ||||||||||||
Deferred tax assets | |||||||||||||
Net operating losses | $ | 29,296 | $ | 24,001 | |||||||||
Employee benefits | 46 | 126 | |||||||||||
Other assets | 813 | 760 | |||||||||||
Other accruals and reserves | 55,427 | 2,922 | |||||||||||
Partnership basis | 430,525 | 363,514 | |||||||||||
Deferred tax assets | 516,107 | 391,323 | |||||||||||
Deferred tax liabilities | |||||||||||||
Property and equipment | (7,849 | ) | (5,925 | ) | |||||||||
Goodwill and intangible assets | (98,675 | ) | (52,606 | ) | |||||||||
Deferred tax liability | (106,524 | ) | (58,531 | ) | |||||||||
Deferred tax asset-net | $ | 409,583 | $ | 332,792 | |||||||||
As part of the acquisitions of NPC and Mercury, the Company acquired federal and state tax loss carryforwards. As of December 31, 2014, the cumulative federal and state tax loss carryforwards were approximately $81.7 million and $6.5 million, respectively. Federal tax loss carryforwards will expire between 2027 and 2034, and state tax loss carryforwards will expire between 2015 and 2030. | |||||||||||||
The partnership basis included in the above table is the result of a difference between the tax basis and book basis of Vantiv, Inc.'s investment in Vantiv Holding. Vantiv Holding, a pass through entity for tax purposes, has an Internal Revenue Code election in place to adjust the tax basis of partnership property to fair market value related to the portion of the partnership interest transferred, including exchanges of units of Vantiv Holding by its members. Included in partnership basis in the table above are deferred tax assets resulting from the increase in tax basis generated by the exchange of units of Vantiv Holding by Fifth Third and JPDN in connection with the IPO and subsequent secondary offerings. During the year ended December 31, 2013, in connection with the secondary offerings and related exchanges which took place in 2013, the Company recorded liabilities under the TRAs of $329.4 million and deferred tax assets of $235.9 million, with a corresponding reduction to paid in capital for the difference. During the year ended December 31, 2014, in connection with the secondary offering and related exchange which took place in June 2014, the Company recorded liabilities under the TRAs of $109.4 million and deferred tax assets of $92.0 million, with a corresponding reduction to paid in capital for the difference. See Note 7 - Tax Receivable Agreements for further discussion of TRAs. | |||||||||||||
Deferred tax assets are reviewed to determine whether the available evidence allows the Company to recognize the tax benefits. To the extent that a tax asset is not expected to be realized, the Company records a valuation allowance against the deferred tax assets. The Company has recorded no valuation allowance during the years ended December 31, 2014 or 2013. | |||||||||||||
A provision for state and local income taxes has been recorded on the statements of income for the amounts of such taxes the Company is obligated to pay or amounts refundable to the Company. At December 31, 2014 and 2013, the Company recorded an income tax receivable of approximately $9.4 million and $4.5 million, respectively. | |||||||||||||
The Company accounts for uncertainty in income taxes under ASC 740, Income Taxes. As of December 31, 2014 and 2013, the Company had no material uncertain tax positions. If a future liability does arise related to uncertainty in income taxes, the Company has elected an accounting policy to classify interest and penalties, if any, as income tax expense. Accordingly, a loss contingency is recognized when it is probable that a liability has been incurred as of the date of the financial statements and the amount of the loss can be reasonably estimated. Any amount recognized would be subject to estimate and management judgment with respect to the likely outcome of each uncertain tax position. The amount that is ultimately sustained for an individual uncertain tax position or for all uncertain tax positions in the aggregate could differ from the amount recognized. |
FAIR_VALUE_MEASUREMENTS
FAIR VALUE MEASUREMENTS | 12 Months Ended | |||||||||||||||||||||||
Dec. 31, 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 measured at fair value on a recurring basis as of December 31, 2014 and 2013 (in thousands): | ||||||||||||||||||||||||
2014 | 2013 | |||||||||||||||||||||||
Fair Value Measurements Using | ||||||||||||||||||||||||
Level 1 | Level 2 | Level 3 | Level 1 | Level 2 | Level 3 | |||||||||||||||||||
Assets: | ||||||||||||||||||||||||
Interest rate swaps | $ | — | $ | 104 | $ | — | $ | — | $ | 4,545 | $ | — | ||||||||||||
Liabilities: | ||||||||||||||||||||||||
Interest rate swaps | $ | — | $ | 7,488 | $ | — | $ | — | $ | 3,728 | $ | — | ||||||||||||
Mercury TRA | — | — | 152,420 | — | — | — | ||||||||||||||||||
Interest Rate Swaps | ||||||||||||||||||||||||
The Company uses interest rate swaps to manage interest rate risk. The fair value of interest rate swaps are determined using the market standard methodology of netting the discounted future fixed cash receipts (or payments) and the discounted expected variable cash payments (or receipts). The variable cash payments (or receipts) are based on the expectation of future interest rates (forward curves) derived from observed market interest rate curves. In addition, to comply with the provisions of ASC 820, Fair Value Measurements, credit valuation adjustments, which consider the impact of any credit enhancements to the contracts, are incorporated in the fair values to account for potential nonperformance risk. In adjusting the fair value of its interest rate swaps for the effect of nonperformance risk, the Company has considered any applicable credit enhancements such as collateral postings, thresholds, mutual puts, and guarantees. | ||||||||||||||||||||||||
Although the Company determined that the majority of the inputs used to value its interest rate swaps fell within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with its interest rate swaps utilized Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by itself and its counterparties. However, as of December 31, 2014 and 2013, the Company assessed the significance of the impact of the credit valuation adjustments on the overall valuation of its interest rate swaps and determined that the credit valuation adjustment was not significant to the overall valuation of its interest rate swaps. As a result, the Company classified its interest rate swap valuations in Level 2 of the fair value hierarchy. See Note 8 - Derivatives and Hedging Activities for further discussion of the Company’s interest rate swaps. | ||||||||||||||||||||||||
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 significant unobservable inputs used in the fair value measurement of the Mercury TRA are the discount rate, projections of Mercury taxable income and effective tax rates for Mercury. Significant increases (decreases) in any of those inputs in isolation would result in a significantly lower (higher) fair value measurement. 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 $14.6 million related to the change in fair value during the year ended December 31, 2014. See Note 2 - Business Combinations and Note 7 - 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 December 31, 2014 and 2013 (in thousands): | ||||||||||||||||||||||||
2014 | 2013 | |||||||||||||||||||||||
Carrying | Fair Value | Carrying | Fair Value | |||||||||||||||||||||
Amount | Amount | |||||||||||||||||||||||
Liabilities: | ||||||||||||||||||||||||
Note payable | $ | 3,393,738 | $ | 3,310,181 | $ | 1,811,250 | $ | 1,815,459 | ||||||||||||||||
We consider that the carrying value of cash and cash equivalents, receivables, accounts payable and accrued expenses approximates fair value (level 1) given the short-term nature of these items. 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. As discussed in Note 4 - Goodwill and Intangible Assets, subsequent to the Mercury acquisition in June 2014, the Company decided to phase out an existing trade name used in the ISO channel. 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 year ended December 31, 2014. The trade name was revalued utilizing an income approach using the relief-from-royalty method with a resulting revised fair value of $6.7 million. |
NET_INCOME_PER_SHARE
NET INCOME PER SHARE | 12 Months Ended | |||||||||||
Dec. 31, 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 interest. Pursuant to the Exchange Agreement, the Class B units of Vantiv Holding ("Class B units"), which are held by Fifth Third and represent the non-controlling interest in Vantiv Holding, are convertible into shares of Class A common stock on a one-for-one basis. Based on this conversion feature, diluted net income per share is calculated assuming the conversion of the Class B units on an "if-converted" basis. Due to the Company's structure as a C corporation and Vantiv Holding's structure as a pass-through entity for tax purposes, the numerator in the calculation of diluted net income per share is adjusted accordingly to reflect the Company's income tax expense assuming the conversion of the Fifth Third non-controlling interest into Class A common stock. The adjusted effective tax rate used in the calculation was 36.5% for the year ended December 31, 2014 and 38.5% for the year ended December 31, 2013. As of December 31, 2014, 2013 and 2012, there were approximately 43.0 million, 48.8 million and 70.2 million Class B units outstanding, respectively. During the year ended December 31, 2012, these Class B units were excluded in computing diluted net income per share because including them on an "if-converted" basis would have had an anti-dilutive effect. | ||||||||||||
In addition to the Class B units discussed above, potentially dilutive securities during the year ended December 31, 2014 and 2013 included restricted stock awards, the warrant held by Fifth Third which allows for the purchase of Class C units of Vantiv Holding (the "Fifth Third Warrant"), stock options and performance share units. During the year ended December 31, 2014 and 2013, approximately 508,097 and 430,490, respectively, performance share units have been excluded as the applicable performance metrics had not been met as of the reporting dates. | ||||||||||||
During the year ended December 31, 2012, potentially dilutive securities included restricted stock awards and the Fifth Third Warrant, in addition to the Class B units discussed above. | ||||||||||||
The shares of Class B common stock do not share in the earnings or losses of the Company and are therefore not participating securities. Accordingly, basic and diluted net income per share of Class B common stock has not been presented. | ||||||||||||
The weighted-average Class A common shares used in computing basic and diluted net income per share reflect the retrospective application of the stock split which occurred in connection with the IPO. | ||||||||||||
The following table sets forth the computation of basic and diluted net income per share (in thousands, except share data): | ||||||||||||
Year Ended | ||||||||||||
December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Basic: | ||||||||||||
Net income attributable to Vantiv, Inc. | $ | 125,292 | $ | 133,572 | $ | 57,610 | ||||||
Shares used in computing basic net income per share: | ||||||||||||
Weighted-average Class A common shares | 141,936,933 | 138,836,314 | 116,258,204 | |||||||||
Basic net income per share | $ | 0.88 | $ | 0.96 | $ | 0.5 | ||||||
Diluted: | ||||||||||||
Consolidated income before applicable income taxes | $ | 235,167 | $ | 291,900 | $ | — | ||||||
Income tax expense excluding impact of non-controlling interest | 85,836 | 112,382 | — | |||||||||
Net income attributable to Vantiv, Inc. | $ | 149,331 | $ | 179,518 | $ | 57,610 | ||||||
Shares used in computing diluted net income per share: | ||||||||||||
Weighted-average Class A common shares | 141,936,933 | 138,836,314 | 116,258,204 | |||||||||
Weighted-average Class B units of Vantiv Holding | 45,472,332 | 57,906,592 | — | |||||||||
Warrant | 10,121,483 | 7,522,801 | 4,935,301 | |||||||||
Restricted stock awards | 1,321,890 | 1,751,816 | 1,553,857 | |||||||||
Stock options | 318,175 | 10,034 | — | |||||||||
Diluted weighted-average shares outstanding | 199,170,813 | 206,027,557 | 122,747,362 | |||||||||
Diluted net income per share | $ | 0.75 | $ | 0.87 | $ | 0.47 | ||||||
ACCUMULATED_OTHER_COMPREHENSIV
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) | 12 Months Ended | ||||||||||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract] | |||||||||||||||||||||||||||||
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) | CAPITAL STOCK | ||||||||||||||||||||||||||||
Common Stock | |||||||||||||||||||||||||||||
Under the Company’s amended and restated certificate of incorporation, the Company is authorized to issue 890,000,000 shares of Class A common stock with a par value of $0.00001 per share and 100,000,000 shares of Class B common stock with no par value per share. The Class A and Class B common stock each provide holders with one vote on all matters submitted to a vote of stockholders; however, the holders of shares of Class B common stock shall be limited to voting power, including voting power associated with any Class A common stock held, of 18.5% at any time other than in connection with a stockholder vote with respect to a change of control. Also, holders of Class B common stock do not have any of the economic rights (including rights to dividends and distributions upon liquidation) provided to the holders of Class A common stock. The holders of Class B common stock hold one share of Class B common stock for each Vantiv Holding Class B unit they hold. The Class B units of Vantiv Holding may be exchanged for shares of Class A common stock on a one-for-one basis or, at the Company's option, for cash. Upon exchange of any Class B units of Vantiv Holding, an equal number of shares of Class B common stock automatically will be cancelled. The Class A common stock and Class B common stock vote together as a single class, except that the holders of Class B common stock are entitled to elect a number of the Company's directors equal to the percentage of the voting power of all of the outstanding common stock represented by the Class B common stock but not exceeding 18.5% of the board of directors. Fifth Third holds all of the issued and outstanding Class B common stock. | |||||||||||||||||||||||||||||
As discussed in Note 1 - Basis of Presentation and Summary of Significant Accounting Policies, on March 21, 2012, the Company completed the IPO of its Class A common stock. In the IPO, an aggregate of 33,823,800 shares of Class A common stock were issued and sold to the public (including 4,411,800 Class A shares representing an over-allotment option granted by the Company and the selling stockholders to the underwriters in the IPO) at a price per share of $17.00. In conjunction with the IPO, the Company also issued 86,005,200 shares of Class B common stock to Fifth Third. As of December 31, 2014, 145,455,008 shares of Class A common stock and 43,042,826 shares of Class B common stock were issued and outstanding. | |||||||||||||||||||||||||||||
As discussed in Note 1 - Basis of Presentation and Summary of Significant Accounting Policies, in connection with the May 2013 secondary offering, the Company repurchased approximately 17.5 million shares of its Class A common stock for approximately $400 million. The repurchased shares were retired and accounted for as a reduction to equity in the accompanying consolidated financial statements. | |||||||||||||||||||||||||||||
On October 22, 2013, the Company's board of directors approved a program to repurchase up to $137 million of the Company's Class A common stock. During the year ended December 31, 2013, approximately 3.5 million shares were repurchased under this program for approximately $103 million. During the year ended December 31, 2014, approximately 1.1 million shares were repurchased for approximately $34 million, which completed the repurchases under this authorization. The repurchased shares were immediately retired. | |||||||||||||||||||||||||||||
On February 12, 2014, the Company's board of directors approved a program to repurchase up to an additional $300 million of the Company's Class A common stock. Purchases under the program may be made from time to time in the open market, in privately negotiated transactions, or otherwise. The manner, timing, and amount of any purchases are determined by management based on an evaluation of market conditions, stock price, and other factors. The share repurchase program has no expiration date and the Company may discontinue purchases at any time that management determines additional purchases are not warranted. During the year ended December 31, 2014, approximately 828,000 shares were repurchased under this program for approximately $25 million. The repurchased shares were immediately retired. There is approximately $275 million of share repurchase authority remaining as of December 31, 2014. | |||||||||||||||||||||||||||||
Preferred Stock | |||||||||||||||||||||||||||||
Under the Company’s amended and restated certificate of incorporation, the Company is authorized to issue 10,000,000 shares of preferred stock with a par value of $0.00001 per share. As of December 31, 2014, there was no preferred stock outstanding. | |||||||||||||||||||||||||||||
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 the Company's consolidated net assets are held at the subsidiary level and are restricted as of December 31, 2014. | |||||||||||||||||||||||||||||
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 years ended December 31, 2014, 2013 and 2012 is presented below (in thousands): | |||||||||||||||||||||||||||||
Total Other Comprehensive Income (Loss) | |||||||||||||||||||||||||||||
AOCI Beginning Balance | Pretax Activity | Tax Effect | Net Activity | Attributable to non-controlling interests | Attributable to Vantiv, Inc. | AOCI Ending Balance | |||||||||||||||||||||||
Year ended December 31, 2014 | |||||||||||||||||||||||||||||
Net change in fair value recorded in accumulated OCI | $ | (5 | ) | $ | (11,240 | ) | $ | 3,114 | $ | (8,126 | ) | $ | 2,843 | $ | (5,283 | ) | $ | (5,288 | ) | ||||||||||
Net realized loss reclassified into earnings (a) | 269 | 3,040 | (874 | ) | 2,166 | (703 | ) | 1,463 | 1,732 | ||||||||||||||||||||
Other | — | (212 | ) | — | (212 | ) | — | (212 | ) | (212 | ) | ||||||||||||||||||
Net change | $ | 264 | $ | (8,412 | ) | $ | 2,240 | $ | (6,172 | ) | $ | 2,140 | $ | (4,032 | ) | $ | (3,768 | ) | |||||||||||
Year ended December 31, 2013 | |||||||||||||||||||||||||||||
Net change in fair value recorded in accumulated OCI | $ | — | $ | 244 | $ | 3 | $ | 247 | $ | (252 | ) | $ | (5 | ) | $ | (5 | ) | ||||||||||||
Net realized loss reclassified into earnings (a) | — | 573 | (157 | ) | 416 | (147 | ) | 269 | 269 | ||||||||||||||||||||
Net change | $ | — | $ | 817 | $ | (154 | ) | $ | 663 | $ | (399 | ) | $ | 264 | $ | 264 | |||||||||||||
Year ended December 31, 2012 | |||||||||||||||||||||||||||||
Net realized loss reclassified into earnings (a) | $ | (9,514 | ) | $ | 29,424 | $ | (5,495 | ) | $ | 23,929 | $ | (14,415 | ) | $ | 9,514 | $ | — | ||||||||||||
Net change | $ | (9,514 | ) | $ | 29,424 | $ | (5,495 | ) | $ | 23,929 | $ | (14,415 | ) | $ | 9,514 | $ | — | ||||||||||||
(a) The reclassification adjustment on cash flow hedge derivatives affected the following lines in the accompanying consolidated statements of income: | |||||||||||||||||||||||||||||
OCI Component | Affected line in the accompanying consolidated statements of income | ||||||||||||||||||||||||||||
Pretax activity(1) | Interest expense-net/non-operating expenses | ||||||||||||||||||||||||||||
Tax effect | Income tax expense | ||||||||||||||||||||||||||||
OCI Attributable to non-controlling interests | Net income attributable to non-controlling interests | ||||||||||||||||||||||||||||
(1) The years ended December 31, 2014 and 2013, reflect amounts of losses reclassified from AOCI into earnings, representing the effective portion of the hedging relationships, and is recorded in interest expense-net. The year ended December 31, 2012, reflects a net loss due to hedged forecasted transactions becoming probable of not occurring and is recorded as a component of non-operating expenses. |
RELATED_PARTY_TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2014 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | RELATED PARTY TRANSACTIONS |
In connection with the Company's separation from Fifth Third on June 30, 2009, the Company entered into various agreements which provide for services provided to or received from Fifth Third. Subsequent to the separation from Fifth Third, the Company continues to enter into various business agreements with Fifth Third. Transactions under these agreements are discussed below and throughout these notes to the accompanying consolidated financial statements. As discussed in Note 1 - Basis of Presentation and Summary of Significant Accounting Policies, Fifth Third currently holds 43,042,826 shares of Class B common stock representing 18.5% of the voting interests in Vantiv, Inc. and 43,042,826 Class B units of Vantiv Holding representing a 22.83% ownership interest in Vantiv Holding. In addition, in connection with the separation from Fifth Third, Fifth Third received a warrant that allows for the purchase of up to 20.4 million Class C Non-Voting Units of Vantiv Holding as discussed in Note 9 - Controlling and Non-Controlling Interests. | |
Debt Agreements | |
As discussed in Note 6 - Long-Term Debt, the Company had certain debt arrangements outstanding and available from Fifth Third. For the years ended December 31, 2014, 2013 and 2012, interest expense associated with these arrangements was $5.4 million, $7.3 million and $10.2 million, respectively, and commitment fees were $0.2 million, $0.3 million and $0.4 million, respectively. | |
Master Lease Agreement/Master Sublease Agreement | |
On July 1, 2009, the Company entered into a five-year Master Lease Agreement and a five-year Master Sublease Agreement with Fifth Third and certain of its affiliates, that remains in effect in accordance with its terms, for the lease or sublease of a number of office and/or data center locations. Related party rent expense was approximately $3.8 million, $3.6 million and $3.7 million, respectively, for the years ended December 31, 2014, 2013 and 2012. | |
Referral Agreement | |
On June 30, 2009, the Company entered into an exclusive referral arrangement with Fifth Third. Commercial and retail merchant clients of Fifth Third and its subsidiary depository institutions that request merchant (credit or debit card) acceptance services are referred exclusively to us. In return for these referrals and the resulting merchant relationships, we make ongoing incentive payments to Fifth Third. The agreement also provides for our referral of prospective banking clients to Fifth Third, in return for certain incentive payments. This agreement terminates in June 2019. Costs associated with this agreement totaled $0.3 million, $0.4 million and $0.5 million for the years ended December 31, 2014, 2013 and 2012, respectively. | |
Clearing, Settlement and Sponsorship Agreement and Treasury Management Agreement | |
As discussed in Note 1 - Basis of Presentation and Summary of Significant Accounting Policies, Fifth Third is a member of the Visa, MasterCard and other payment network associations. Fifth Third is the Company's primary sponsor into the respective card associations. Fifth Third also provides access to certain cash and treasury management services to the Company. For the years ended December 31, 2014, 2013 and 2012, the Company paid Fifth Third approximately $2.8 million, $2.2 million and $1.4 million, respectively, for these services. As discussed in Note 1 - Basis of Presentation and Summary of Significant Accounting Policies, the Company holds certain cash and cash equivalents on deposit at Fifth Third. At December 31, 2014 and 2013, approximately $362.8 million and $146.3 million, respectively, was held on deposit at Fifth Third. Interest income on such amounts during years ended December 31, 2014, 2013 and 2012 was approximately $1.7 million, $1.4 million and $0.9 million, respectively. | |
Transition Services Agreement | |
In conjunction with the Company's separation from Fifth Third, the Company entered into a transition services agreement ("TSA") with Fifth Third. The TSA terminated on October 31, 2011. Subsequent to such date, the Company continues to receive certain non-material services from Fifth Third. The total for services provided by Fifth Third for the years ended December 31, 2014, 2013 and 2012 were $0.5 million, $0.5 million and $1.1 million, respectively. | |
Management Agreement | |
In connection with the Company's separation from Fifth Third, the Company entered into a management agreement with Advent for management services including consulting and business development services related to sales and marketing activities, acquisition strategies, financial and treasury requirements and strategic planning. The Company was required to pay Advent $0.5 million the first year and $1.0 million annually thereafter. The Company paid Advent $1.0 million during the year ended December 31, 2012. Pursuant to its terms, the agreement was terminated in 2012 in connection with the IPO. |
SEGMENT_INFORMATION
SEGMENT INFORMATION | 12 Months Ended | |||||||||||
Dec. 31, 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. | ||||||||||||
Year Ended December 31, 2014 | ||||||||||||
Merchant | Financial | Total | ||||||||||
Services | Institution | |||||||||||
Services | ||||||||||||
Total revenue | $ | 2,100,367 | $ | 476,836 | $ | 2,577,203 | ||||||
Network fees and other costs | 1,033,801 | 140,864 | 1,174,665 | |||||||||
Sales and marketing | 367,998 | 28,355 | 396,353 | |||||||||
Segment profit | $ | 698,568 | $ | 307,617 | $ | 1,006,185 | ||||||
Year Ended December 31, 2013 | ||||||||||||
Merchant | Financial | Total | ||||||||||
Services | Institution | |||||||||||
Services | ||||||||||||
Total revenue | $ | 1,639,157 | $ | 468,920 | $ | 2,108,077 | ||||||
Network fees and other costs | 801,463 | 133,978 | 935,441 | |||||||||
Sales and marketing | 286,200 | 25,844 | 312,044 | |||||||||
Segment profit | $ | 551,494 | $ | 309,098 | $ | 860,592 | ||||||
Year Ended December 31, 2012 | ||||||||||||
Merchant | Financial | Total | ||||||||||
Services | Institution | |||||||||||
Services | ||||||||||||
Total revenue | $ | 1,409,158 | $ | 454,081 | $ | 1,863,239 | ||||||
Network fees and other costs | 709,341 | 131,256 | 840,597 | |||||||||
Sales and marketing | 255,887 | 24,757 | 280,644 | |||||||||
Segment profit | $ | 443,930 | $ | 298,068 | $ | 741,998 | ||||||
A reconciliation of total segment profit to the Company’s income before applicable income taxes is as follows (in thousands): | ||||||||||||
Year Ended December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Total segment profit | $ | 1,006,185 | $ | 860,592 | $ | 741,998 | ||||||
Less: Other operating costs | (242,439 | ) | (200,630 | ) | (158,374 | ) | ||||||
Less: General and administrative | (173,986 | ) | (121,707 | ) | (118,231 | ) | ||||||
Less: Depreciation and amortization | (275,069 | ) | (185,453 | ) | (160,538 | ) | ||||||
Less: Interest expense—net | (79,701 | ) | (40,902 | ) | (54,572 | ) | ||||||
Less: Non-operating income (expense) | 177 | (20,000 | ) | (92,672 | ) | |||||||
Income before applicable income taxes | $ | 235,167 | $ | 291,900 | $ | 157,611 | ||||||
QUARTERLY_CONSOLIDATED_RESULTS
QUARTERLY CONSOLIDATED RESULTS OF OPERATIONS (UNAUDITED) | 12 Months Ended | |||||||||||||||||||||||||||||||
Dec. 31, 2014 | ||||||||||||||||||||||||||||||||
Quarterly Financial Information Disclosure [Abstract] | ||||||||||||||||||||||||||||||||
QUARTERLY CONSOLIDATED RESULTS OF OPERATIONS (UNAUDITED) | QUARTERLY CONSOLIDATED RESULTS OF OPERATIONS (UNAUDITED) | |||||||||||||||||||||||||||||||
The following table sets forth our unaudited results of operations on a quarterly basis for the years ended December 31, 2014 and 2013. | ||||||||||||||||||||||||||||||||
Dec 31, | Sep 30, | Jun 30, | Mar 31, | Dec 31, | Sep 30, | Jun 30, | Mar 31, | |||||||||||||||||||||||||
2014 | 2014 | 2014 | 2014 | 2013 | 2013 | 2013 | 2013 | |||||||||||||||||||||||||
(dollars in thousands) | ||||||||||||||||||||||||||||||||
Revenue | $ | 733,785 | $ | 697,109 | $ | 608,731 | $ | 537,578 | $ | 558,355 | $ | 532,347 | $ | 519,409 | $ | 497,966 | ||||||||||||||||
Network fees and other costs | 331,635 | 316,592 | 277,392 | 249,046 | 249,733 | 238,141 | 222,502 | 225,065 | ||||||||||||||||||||||||
Net revenue | 402,150 | 380,517 | 331,339 | 288,532 | 308,622 | 294,206 | 296,907 | 272,901 | ||||||||||||||||||||||||
Sales and marketing | 116,169 | 111,233 | 90,507 | 78,444 | 80,081 | 79,551 | 76,436 | 75,976 | ||||||||||||||||||||||||
Other operating costs | 64,657 | 60,659 | 56,754 | 60,369 | 52,462 | 48,340 | 49,268 | 50,560 | ||||||||||||||||||||||||
General and administrative | 47,406 | 45,422 | 48,552 | 32,606 | 33,257 | 27,489 | 29,862 | 31,099 | ||||||||||||||||||||||||
Depreciation and amortization | 70,893 | 65,289 | 89,041 | 49,846 | 49,025 | 48,604 | 44,528 | 43,296 | ||||||||||||||||||||||||
Income from operations | $ | 103,025 | $ | 97,914 | $ | 46,485 | $ | 67,267 | $ | 93,797 | $ | 90,222 | $ | 96,813 | $ | 71,970 | ||||||||||||||||
Net income | $ | 81,741 | $ | 42,845 | $ | 3,313 | $ | 41,091 | $ | 63,102 | $ | 54,605 | $ | 45,968 | $ | 44,465 | ||||||||||||||||
Net income (loss) attributable to Vantiv, Inc. | $ | 68,579 | $ | 29,986 | $ | (1,409 | ) | $ | 28,136 | $ | 42,834 | $ | 35,711 | $ | 28,908 | $ | 26,119 | |||||||||||||||
Net income (loss) per share attributable to Vantiv, Inc. Class A common stock: | ||||||||||||||||||||||||||||||||
Basic | $ | 0.48 | $ | 0.21 | $ | (0.01 | ) | $ | 0.2 | $ | 0.3 | $ | 0.26 | $ | 0.21 | $ | 0.19 | |||||||||||||||
Diluted | $ | 0.35 | $ | 0.2 | $ | (0.01 | ) | $ | 0.18 | $ | 0.26 | $ | 0.24 | $ | 0.2 | $ | 0.18 | |||||||||||||||
Our results of operations are subject to seasonal fluctuations in our revenue as a result of consumer spending patterns. Historically our revenues have been the strongest in the fourth quarter and weakest in our first quarter. |
CONDENSED_FINANCIAL_INFORMATIO
CONDENSED FINANCIAL INFORMATION OF REGISTRANT (Notes) | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Condensed Financial Information of Parent Company Only Disclosure [Abstract] | |||||||||||||
Condensed Financial Information of Registrant | SCHEDULE I - Condensed Financial Information of Registrant | ||||||||||||
Vantiv, Inc. | |||||||||||||
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (PARENT COMPANY ONLY) | |||||||||||||
(In thousands) | |||||||||||||
Year Ended | |||||||||||||
December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
General and administrative | $ | 181 | $ | — | $ | — | |||||||
Income (loss) from operations | (181 | ) | — | — | |||||||||
Tax receivable agreements non-operating income (expense), net | 40,399 | — | — | ||||||||||
Income before income taxes and equity in net income of subsidiaries | 40,218 | — | — | ||||||||||
Income tax expense | 47,943 | 58,520 | 21,274 | ||||||||||
Loss before equity in net income of subsidiaries | (7,725 | ) | (58,520 | ) | (21,274 | ) | |||||||
Equity in net income of subsidiaries | 133,017 | 192,092 | 78,884 | ||||||||||
Net income attributable to Vantiv, Inc. | $ | 125,292 | $ | 133,572 | $ | 57,610 | |||||||
See Notes to Condensed Consolidated Financial Statements (Parent Company only). | |||||||||||||
SCHEDULE I - Condensed Financial Information of Registrant | |||||||||||||
Vantiv, Inc. | |||||||||||||
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (PARENT COMPANY ONLY) | |||||||||||||
(In thousands) | |||||||||||||
Year Ended | |||||||||||||
December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Net income attributable to Vantiv, Inc. | $ | 125,292 | $ | 133,572 | $ | 57,610 | |||||||
Other comprehensive income (loss), net of tax | (4,032 | ) | 264 | 9,514 | |||||||||
Comprehensive income attributable to Vantiv, Inc. | $ | 121,260 | $ | 133,836 | $ | 67,124 | |||||||
See Notes to Condensed Consolidated Financial Statements (Parent Company only). | |||||||||||||
SCHEDULE I - Condensed Financial Information of Registrant | |||||||||||||
Vantiv, Inc. | |||||||||||||
CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION (PARENT COMPANY ONLY) | |||||||||||||
(In thousands) | |||||||||||||
December 31, | December 31, | ||||||||||||
2014 | 2013 | ||||||||||||
Assets | |||||||||||||
Current assets: | |||||||||||||
Receivable from subsidiaries | $ | 27,016 | $ | — | |||||||||
Other | 9,714 | 3,770 | |||||||||||
Total current assets | 36,730 | 3,770 | |||||||||||
Investment in subsidiaries | 1,056,716 | 990,476 | |||||||||||
Deferred taxes | 429,629 | 362,785 | |||||||||||
Total assets | $ | 1,523,075 | $ | 1,357,031 | |||||||||
Liabilities and equity | |||||||||||||
Current liabilities: | |||||||||||||
Accounts payable and accrued expenses | $ | — | $ | 9,368 | |||||||||
Payable to subsidiaries | — | 20,032 | |||||||||||
Current portion of tax receivable agreement obligations to related parties | 22,789 | 8,639 | |||||||||||
Total current liabilities | 22,789 | 38,039 | |||||||||||
Long-term liabilities: | |||||||||||||
Tax receivable agreement obligations to related parties | 597,273 | 551,061 | |||||||||||
Total long-term liabilities | 597,273 | 551,061 | |||||||||||
Total liabilities | 620,062 | 589,100 | |||||||||||
Equity: | |||||||||||||
Total Vantiv, Inc. equity | 903,013 | 767,931 | |||||||||||
Total liabilities and equity | $ | 1,523,075 | $ | 1,357,031 | |||||||||
See Notes to Condensed Consolidated Financial Statements (Parent Company only). | |||||||||||||
SCHEDULE I - Condensed Financial Information of Registrant | |||||||||||||
Vantiv, Inc. | |||||||||||||
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (PARENT COMPANY ONLY) | |||||||||||||
(In thousands) | |||||||||||||
Year Ended | |||||||||||||
December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Operating Activities: | |||||||||||||
Net income attributable to Vantiv, Inc. | $ | 125,292 | $ | 133,572 | $ | 57,610 | |||||||
Adjustments to reconcile net income to net cash provided by (used in) operating activities: | |||||||||||||
Equity in net income of subsidiaries | (133,017 | ) | (192,092 | ) | (78,884 | ) | |||||||
Deferred taxes | 27,395 | 13,658 | (16,538 | ) | |||||||||
Tax receivable agreements non-cash items | (40,399 | ) | — | — | |||||||||
Distributions from subsidiaries | 58,551 | 126,895 | 25,378 | ||||||||||
Excess tax benefit from share-based compensation | (13,420 | ) | (5,464 | ) | (14,747 | ) | |||||||
Change in operating assets and liabilities, net | (9,151 | ) | 10,497 | 19,451 | |||||||||
Net cash provided by (used in) operating activities | 15,251 | 87,066 | (7,730 | ) | |||||||||
Investing Activities: | |||||||||||||
Proceeds from sale of Class A units in Vantiv Holding | 77,165 | 518,449 | 17,906 | ||||||||||
Purchase of Class B units in Vantiv Holding from Fifth Third Bank | — | — | (33,512 | ) | |||||||||
Purchase of Class A units in Vantiv Holding | (4,492 | ) | — | (460,913 | ) | ||||||||
Net cash provided by (used in) investing activities | 72,673 | 518,449 | (476,519 | ) | |||||||||
Financing Activities: | |||||||||||||
Proceeds from initial public offering, net of offering costs of $39,091 | — | — | 460,913 | ||||||||||
Proceeds from follow-on offering, net of offering costs of $1,951 | — | — | 33,512 | ||||||||||
Advances from subsidiaries, net | (20,032 | ) | 20,032 | — | |||||||||
Proceeds from exercise of Class A common stock options | 4,492 | — | — | ||||||||||
Repurchase of Class A common stock | (59,364 | ) | (503,225 | ) | — | ||||||||
Repurchase of Class A common stock (to satisfy tax withholding obligations) | (17,801 | ) | (15,224 | ) | (17,906 | ) | |||||||
Settlement of certain tax receivable agreements | — | (112,562 | ) | — | |||||||||
Payments under tax receivable agreements | (8,639 | ) | — | — | |||||||||
Excess tax benefit from share-based compensation | 13,420 | 5,464 | 14,747 | ||||||||||
Distribution to funds managed by Advent International Corporation | — | — | (40,086 | ) | |||||||||
Net cash provided by (used in) financing activities | (87,924 | ) | (605,515 | ) | 451,180 | ||||||||
Net decrease in cash and cash equivalents | — | — | (33,069 | ) | |||||||||
Cash and cash equivalents—Beginning of period | — | — | 33,069 | ||||||||||
Cash and cash equivalents—End of period | $ | — | $ | — | $ | — | |||||||
Cash Payments: | |||||||||||||
Taxes | $ | 28,583 | $ | 31,874 | $ | 16,984 | |||||||
Non-cash Items: | |||||||||||||
Issuance of tax receivable agreements | $ | 109,400 | $ | 329,400 | $ | 484,700 | |||||||
See Notes to Condensed Consolidated Financial Statements (Parent Company only). | |||||||||||||
SCHEDULE I - Condensed Financial Information of Registrant | |||||||||||||
Vantiv, Inc. | |||||||||||||
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (PARENT COMPANY ONLY) | |||||||||||||
1. BASIS OF PRESENTATION | |||||||||||||
For Vantiv, Inc.'s presentation (Parent Company only), the investment in subsidiaries is accounted for using the equity method. The condensed parent company financial statements and notes should be read in conjunction with the consolidated financial statements and notes of Vantiv, Inc. appearing in this Annual Report on Form 10-K. | |||||||||||||
Vantiv, Inc., is a holding company that does not conduct any business operations of its own and therefore its assets consist primarily of investments in subsidiaries. Vantiv Inc.'s cash inflows are primarily from cash dividends and distributions and other transfers from Vantiv Holding, which are subject to certain Fifth Third Bank ("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. As a result, Vantiv, Inc. may not be able to access cash generated by its subsidiaries in order to fulfill cash commitments or to pay cash dividends on its common stock. The amounts available to Vantiv, Inc. to fulfill cash commitments or to pay cash dividends are also subject to the covenants and distribution restrictions in its subsidiaries’ loan agreements. For a discussion on the tax receivable agreements, see Note 7- Tax Receivable Agreements in the consolidated financial statements and notes of Vantiv, Inc. appearing in this Annual Report on Form 10-K. |
SUMMARY_OF_SIGNIFICANT_ACCOUNT1
SUMMARY OF SIGNIFICANT ACCOUNTING AND REPORTING POLICIES (Policies) | 12 Months Ended | |
Dec. 31, 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 ("CEO"), who is the chief operating decision maker ("CODM"), evaluates the performance and allocates resources based on the operating results of each segment. Below is a summary of each segment: | ||
• | Merchant Services—Provides merchant acquiring and payment processing services to large national merchants, regional and small-to-mid sized businesses. Merchant services are sold to small to large businesses through diverse distribution channels. Merchant Services includes all aspects of card processing including authorization and settlement, customer service, chargeback and retrieval processing and interchange management. | |
• | Financial Institution Services—Provides card issuer processing, payment network processing, fraud protection, card production, prepaid program management, automated teller machine ("ATM") driving and network gateway and switching services that utilize the Company’s proprietary Jeanie debit payment network to a diverse set of financial institutions, including regional banks, community banks, credit unions and regional personal identification number ("PIN") networks. Financial Institution Services also provides statement production, collections and inbound/outbound call centers for credit transactions, and other services such as credit card portfolio analytics, program strategy and support, fraud and security management and chargeback and dispute services. | |
Principles of Consolidation | Basis of Presentation and Consolidation | |
The accompanying consolidated financial statements include those of Vantiv, Inc. and all subsidiaries thereof, including its majority-owned subsidiary, Vantiv Holding, LLC. The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP"). All intercompany balances and transactions have been eliminated. | ||
As of December 31, 2014, Vantiv, Inc. and Fifth Third owned interests in Vantiv Holding of 77.17% and 22.83%, respectively (see Note 9 - 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 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 fees, 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 referral 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 income (expense): | |
◦ | In 2014 consists of non-operating income of $41.3 million related to a benefit recorded as a result of a reduction in certain TRA liabilities (see Note 7 - Tax Receivable Agreements) partially offset by non-operating expenses of $41.1 million related to the refinancing of our senior secured credit facilities in June 2014 (see Note 6 - Long-Term Debt) and the change in fair value of the Mercury TRA (see Note 7 - Tax Receivable Agreements). | |
◦ | The 2013 amount relates to the refinancing of the Company's senior secured credit facilities in May 2013 (see Note 6 - Long-Term Debt). | |
◦ | The 2012 amount primarily relates to the refinancing of the Company's senior secured credit facilities in March 2012 (see Note 6 - Long-Term Debt), the early termination of the Company’s interest rate swaps (see Note 8 - Derivatives and Hedging Activities) in connection with the March 2012 debt refinancing and a one-time activity fee of $6.0 million assessed by MasterCard as a result of the Company's IPO. | |
Share-Based Compensation | Share-Based Compensation | |
The Company expenses employee share-based payments under ASC 718, Compensation—Stock Compensation, which requires compensation cost for the grant-date fair value of share-based payments to be recognized over the requisite service period. The Company estimates the grant date fair value of the share-based awards issued in the form of options using the Black-Scholes option pricing model. The fair value of restricted stock awards and performance awards is measured based on the market price of the Company’s stock on the grant date. See Note 13 - Share-Based Compensation Plans for further discussion. | ||
Earnings Per Share | Earnings Per Share | |
Basic earnings per share is computed by dividing net income attributable to Vantiv, Inc. by the weighted average shares outstanding during the period. Diluted earnings per share is computed by dividing net income attributable to Vantiv, Inc., adjusted as necessary for the impact of potentially dilutive securities, by the weighted-average shares outstanding during the period and the impact of securities that would have a dilutive effect on earnings per share. See Note 16 - Net Income Per Share for further discussion. | ||
Income Taxes | Income Taxes | |
Vantiv, Inc. is taxed as a C corporation for U.S. income tax purposes and is therefore subject to both federal and state taxation at a corporate level. | ||
Income taxes are computed in accordance with ASC 740, Income Taxes, and reflect the net tax effects of temporary differences between the financial reporting carrying amounts of assets and liabilities and the corresponding income tax amounts. The Company has deferred tax assets and liabilities and maintains valuation allowances where it is more likely than not that all or a portion of deferred tax assets will not be realized. To the extent the Company determines that it will not realize the benefit of some or all of its deferred tax assets, such deferred tax assets will be adjusted through the Company’s provision for income taxes in the period in which this determination is made. As of December 31, 2014 and 2013, the Company had recorded no valuation allowances against deferred tax assets. See Note 14 - Income Taxes for further discussion of income taxes. | ||
Cash and Cash Equivalents | Cash and Cash Equivalents | |
Cash on hand and investments with original maturities of three months or less (that are readily convertible to cash) are considered to be cash equivalents. Cash equivalents consist primarily of overnight EuroDollar sweep accounts which are maintained at reputable financial institutions with high credit quality and therefore are considered to bear minimal credit risk. | ||
Accounts Receivable—net | Accounts Receivable—net | |
Accounts receivable primarily represent processing revenues earned but not collected. For a majority of its customers, the Company has the authority to debit the client’s bank accounts through the Federal Reserve’s Automated Clearing House; as such, collectibility is reasonably assured. The Company records a reserve for doubtful accounts when it is probable that the accounts receivable will not be collected. The Company reviews historical loss experience and the financial position of its customers when estimating the allowance. As of December 31, 2014 and 2013, the allowance for doubtful accounts was not material to the Company’s statements of financial position. | ||
Customer Incentives | Customer Incentives | |
Customer incentives represent signing bonuses paid to customers. Customer incentives are paid in connection with the acquisition or renewal of customer contracts, and are therefore deferred and amortized using the straight-line method based on the contractual agreement. Related amortization is recorded as contra-revenue. | ||
Property and Equipment—net | Property, Equipment and Software—net | |
Property, equipment and software consists of the Company’s facilities, furniture and equipment, software, land 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. | ||
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 were substantially in excess of the carrying value. There have been no other events or changes in circumstances subsequent to the testing date that would indicate impairment of these reporting units as of December 31, 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 December 31, 2014, there have been no such events or circumstances that would indicate potential impairment of finite lived intangible assets. | ||
Settlement Assets and Obligations | Settlement Assets and Obligations | |
Settlement assets and obligations result from Financial Institution Services when funds are transferred from or received by the Company prior to receiving or paying funds to a different entity. This timing difference results in a settlement asset or obligation. The amounts are generally collected or paid the following business day. | ||
The settlement assets and obligations recorded by Merchant Services represent intermediary balances due to differences between the amount the Sponsoring Member receives from the card associations and the amount funded to the merchants. Such differences arise from timing differences, interchange expenses, merchant reserves and exception items. In addition, certain card associations limit the Company from accessing or controlling merchant settlement funds and, instead, require that these funds be controlled by the Sponsoring Member. The Company follows a net settlement process whereby, if the settlement received from the card associations precedes the funding obligation to the merchant, the Company temporarily records a corresponding liability. Conversely, if the funding obligation to the merchant precedes the settlement from the card associations, the amount of the net receivable position is recorded by the Company, or in some cases, the Sponsoring Member may cover the position with its own funds in which case a receivable position is not recorded by the Company. | ||
Derivatives | Derivatives | |
The Company accounts for derivatives in accordance with ASC 815, Derivatives and Hedging. This guidance establishes accounting and reporting for derivative instruments, including certain derivative instruments embedded in other contracts, and for hedging activities. All derivatives, whether designated in hedging relationships or not, are required to be recorded on the statement of financial position at fair value. If the derivative is designated as a fair value hedge, the changes in the fair value of the derivative and the hedged item will be recognized in earnings. If the derivative is designated as a cash flow hedge, the effective portion of the change in the fair value of the derivative will be recorded in accumulated other comprehensive income ("AOCI") and will be recognized in the statement of income when the hedged item affects earnings. The Company does not enter into derivative financial instruments for speculative purposes. | ||
New Accounting Pronouncements | New Accounting Pronouncements | |
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) | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Business Acquisition [Line Items] | ||||||||
Business Acquisition, Pro Forma Information [Table Text Block] | ||||||||
Year Ended December 31, | ||||||||
2014 | 2013 | |||||||
(in thousands, except share data) | ||||||||
Total revenue | $ | 2,737,024 | $ | 2,435,234 | ||||
Income from operations | 328,045 | 354,296 | ||||||
Net income including non-controlling interests | 178,162 | 155,010 | ||||||
Net income attributable to Vantiv, Inc. | 132,143 | 95,722 | ||||||
Net income per share attributable to Vantiv, Inc. Class A common stock: | ||||||||
Basic | $ | 0.93 | $ | 0.69 | ||||
Diluted | $ | 0.8 | $ | 0.61 | ||||
Shares used in computing net income per share of Class A common stock: | ||||||||
Basic | 141,936,933 | 138,836,314 | ||||||
Diluted | 199,170,813 | 206,027,557 | ||||||
Mercury Payment Systems, LLC | ||||||||
Business Acquisition [Line Items] | ||||||||
Schedule of Business Acquisitions by Acquisition, Contingent Consideration [Table Text Block] | 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 | 137,860 | |||||||
Total purchase price | $ | 1,819,039 | ||||||
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 | 32,257 | |||||||
Intangible assets | 391,100 | |||||||
Goodwill | 1,347,753 | |||||||
Deferred tax assets | 16,626 | |||||||
Other non-current assets | 1,026 | |||||||
Current and non-current liabilities | (39,629 | ) | ||||||
Total purchase price | $ | 1,819,039 | ||||||
Element Payment Services, Inc. | ||||||||
Business Acquisition [Line Items] | ||||||||
Schedule of recognized identified assets acquired and liabilities assumed | The final purchase price allocation is as follows (in thousands): | |||||||
Current assets | $ | 11,359 | ||||||
Equipment and software | 8,193 | |||||||
Goodwill | 135,068 | |||||||
Customer relationship intangible assets | 29,300 | |||||||
Trade name | 500 | |||||||
Current liabilities | (8,189 | ) | ||||||
Deferred tax liabilities | (13,772 | ) | ||||||
Total purchase price | $ | 162,459 | ||||||
Litle & Company, LLC | ||||||||
Business Acquisition [Line Items] | ||||||||
Schedule of recognized identified assets acquired and liabilities assumed | The final purchase price allocation is as follows (in thousands): | |||||||
Current assets | $ | 10,326 | ||||||
Property and equipment | 13,503 | |||||||
Non-current assets | 30 | |||||||
Goodwill | 276,171 | |||||||
Customer relationship intangible assets | 73,600 | |||||||
Trade name | 1,300 | |||||||
Current liabilities | (14,341 | ) | ||||||
Total purchase price | $ | 360,589 | ||||||
PROPERTY_EQUIPMENT_AND_SOFTWAR1
PROPERTY, EQUIPMENT AND SOFTWARE (Tables) | 12 Months Ended | ||||||||||
Dec. 31, 2014 | |||||||||||
Property, Plant and Equipment [Abstract] | |||||||||||
Summary of the Company's property and equipment | A summary of the Company's property, equipment and software is as follows (in thousands): | ||||||||||
Estimated Useful Life | December 31, 2014 | December 31, 2013 | |||||||||
Land | N/A | $ | 6,401 | $ | — | ||||||
Building and improvements | 15 - 40 years | 33,454 | 18,645 | ||||||||
Furniture and equipment | 2 - 10 years | 116,065 | 88,650 | ||||||||
Software | 3 - 5 years | 259,495 | 204,222 | ||||||||
Leasehold improvements | 3 - 10 years | 8,753 | 5,162 | ||||||||
Work in progress | 60,309 | 38,039 | |||||||||
Accumulated depreciation | (202,762 | ) | (137,385 | ) | |||||||
Total | $ | 281,715 | $ | 217,333 | |||||||
GOODWILL_AND_INTANGIBLE_ASSETS1
GOODWILL AND INTANGIBLE ASSETS (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | |||||||||||||
Schedule of goodwill | Changes in the carrying amount of goodwill, by business segment, are as follows (in thousands): | ||||||||||||
Merchant Services | Financial Institution Services | Total | |||||||||||
Balance as of December 31, 2012 | $ | 1,229,742 | $ | 574,850 | $ | 1,804,592 | |||||||
Goodwill attributable to acquisition of Litle (1) | 3,953 | — | 3,953 | ||||||||||
Goodwill attributable to acquisition of Element | 135,068 | — | 135,068 | ||||||||||
Balance as of December 31, 2013 | 1,368,763 | 574,850 | 1,943,613 | ||||||||||
Goodwill attributable to acquisition of Mercury | 1,347,753 | — | 1,347,753 | ||||||||||
Balance as of December 31, 2014 | $ | 2,716,516 | $ | 574,850 | $ | 3,291,366 | |||||||
Schedule of intangible assets | As of December 31, 2014 and 2013, the Company's intangible assets consisted of the following (in thousands): | ||||||||||||
December 31, | December 31, | ||||||||||||
2014 | 2013 | ||||||||||||
Customer relationship intangible assets | $ | 1,596,581 | $ | 1,234,042 | |||||||||
Trade name - indefinite lived | — | 41,000 | |||||||||||
Trade name - finite lived | 65,833 | 500 | |||||||||||
Customer portfolios and related assets | 57,383 | 26,422 | |||||||||||
1,719,797 | 1,301,964 | ||||||||||||
Less accumulated amortization on: | |||||||||||||
Customer relationship intangible assets | 655,017 | 496,906 | |||||||||||
Trade name - finite lived | 5,105 | 208 | |||||||||||
Customer portfolios and related assets | 24,983 | 9,518 | |||||||||||
685,105 | 506,632 | ||||||||||||
$ | 1,034,692 | $ | 795,332 | ||||||||||
Schedule of expected amortization expense | The estimated amortization expense of intangible assets for the next five years is as follows (in thousands): | ||||||||||||
2015 | $ | 190,264 | |||||||||||
2016 | 176,161 | ||||||||||||
2017 | 162,671 | ||||||||||||
2018 | 154,857 | ||||||||||||
2019 | 147,566 | ||||||||||||
CAPITAL_LEASES_Tables
CAPITAL LEASES (Tables) | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
Leases [Abstract] | |||||
Future minimum lease payments required under capital leases and the present value of net minimum lease payments | The future minimum lease payments required under capital leases and the present value of net minimum lease payments as of December 31, 2014 are as follows (in thousands): | ||||
Amount | |||||
2015 | $ | 8,505 | |||
2016 | 9,257 | ||||
2017 | 5,146 | ||||
2018 | 634 | ||||
Total minimum lease payments | 23,542 | ||||
Less: Amount representing interest | (605 | ) | |||
Present value of minimum lease payments | 22,937 | ||||
Less: Current maturities of capital lease obligations | (8,158 | ) | |||
Long-term capital lease obligations | $ | 14,779 | |||
LONGTERM_DEBT_Tables
LONG-TERM DEBT (Tables) | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Debt Disclosure [Abstract] | ||||||||
Schedule of Company's debt | As of December 31, 2014 and 2013, the Company’s debt consisted of the following: | |||||||
December 31, | December 31, | |||||||
2014 | 2013 | |||||||
(in thousands) | ||||||||
$2,050.0 million term A loan, maturing on June 13, 2019, and bearing interest at a variable base rate (LIBOR) plus a spread rate (200 basis points) (total rate of 2.16% at December 31, 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 the next three quarters with a balloon payment due at maturity | $ | 1,998,750 | $ | — | ||||
$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 13, 2021, and bearing interest at a variable base rate (LIBOR) with a floor of 75 basis points plus a spread rate (300 basis points) (total rate of 3.75% at December 31, 2014) and amortizing on a basis of 0.25% per quarter, with a balloon payment due at maturity | 1,393,000 | — | ||||||
$10.1 million leasehold mortgage, expiring on August 10, 2021 and bearing interest payable monthly at a fixed rate (rate of 6.22% at December 31, 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 | (8,143 | ) | (2,631 | ) | ||||
Note payable and note payable to related party | $ | 3,277,237 | $ | 1,718,750 | ||||
TAX_RECEIVABLE_AGREEMENTS_Tabl
TAX RECEIVABLE AGREEMENTS (Tables) | 12 Months Ended | |||||||||||||||||||||||
Dec. 31, 2014 | ||||||||||||||||||||||||
Tax Receivable Agreements Disclosure [Abstract] | ||||||||||||||||||||||||
Schedule of the company's liability pursuant to the TRAs | The following table reflects TRA activity and balances for the years ended December 31, 2014, 2013 and 2012 (in thousands): | |||||||||||||||||||||||
IPO Transaction | 2012 Secondary Offerings | Balance as of December 31, 2012 | 2013 Secondary Offerings | TRA Settlements | Balance as of December 31, 2013 | |||||||||||||||||||
TRA with Fifth Third Bank | $ | 11,100 | $ | 154,000 | $ | 165,100 | $ | 329,400 | $ | — | $ | 494,500 | ||||||||||||
TRA with Advent | 183,800 | — | 183,800 | — | (183,800 | ) | — | |||||||||||||||||
TRA with all pre-IPO investors | 134,100 | — | 134,100 | — | (68,900 | ) | 65,200 | |||||||||||||||||
TRA with JPDN | 1,700 | — | 1,700 | — | (1,700 | ) | — | |||||||||||||||||
Total | $ | 330,700 | $ | 154,000 | $ | 484,700 | $ | 329,400 | $ | (254,400 | ) | $ | 559,700 | |||||||||||
Balance as of December 31, 2013 | 2014 TRA Payment | 2014 Secondary Offering | Acquisition of Mercury | Change in Value | Balance as of December 31, 2014 | |||||||||||||||||||
TRA with Fifth Third Bank | $ | 494,500 | $ | (726 | ) | $ | 109,400 | $ | — | $ | (38,769 | ) | $ | 564,405 | ||||||||||
TRA with all pre-IPO investors | 65,200 | (7,913 | ) | — | — | (1,630 | ) | 55,657 | ||||||||||||||||
Mercury TRA | — | — | — | 137,860 | 14,560 | 152,420 | ||||||||||||||||||
Total | $ | 559,700 | $ | (8,639 | ) | $ | 109,400 | $ | 137,860 | $ | (25,839 | ) | $ | 772,482 | ||||||||||
DERIVATIVES_AND_HEDGING_ACTIVI1
DERIVATIVES AND HEDGING ACTIVITIES (Tables) | 12 Months Ended | |||||||||||
Dec. 31, 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 | December 31, 2014 | December 31, 2013 | ||||||||||
Financial Position Location | ||||||||||||
Interest rate swaps | Other long-term assets | $ | 104 | $ | 4,545 | |||||||
Interest rate swaps | Other current liabilities | 5,205 | — | |||||||||
Interest rate swaps | Other long-term liabilities | 2,283 | 3,728 | |||||||||
Schedule of effect of the Company's interest rate swaps on the consolidated statements of income | The table below presents the effect of the Company’s interest rate swaps on the accompanying consolidated statements of income for the years ended December 31, 2014, 2013 and 2012 (in thousands): | |||||||||||
Year Ended | ||||||||||||
December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Derivatives in cash flow hedging relationships: | ||||||||||||
Amount of gain (loss) recognized in OCI (effective portion) (1) | $ | (11,240 | ) | $ | 244 | $ | (4,256 | ) | ||||
Amount of loss reclassified from accumulated OCI into earnings (effective portion) | (3,040 | ) | (573 | ) | (2,600 | ) | ||||||
Amount of loss recognized in earnings (2) | (1 | ) | — | (31,079 | ) | |||||||
-1 | "OCI" represents other comprehensive income. | |||||||||||
-2 | For the year ended December 31, 2012, amount represents a loss due to hedged forecasted transactions becoming probable of not occurring and is recorded as a component of non-operating expenses in the accompanying consolidated statement of income. For the year ended December 31, 2014, amount represents hedge ineffectiveness. |
CONTROLLING_AND_NONCONTROLLING1
CONTROLLING AND NON-CONTROLLING INTERESTS IN VANTIV HOLDING (Tables) | 12 Months Ended | |||||||||||
Dec. 31, 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, 2012 | 142,243,680 | 70,219,136 | 212,462,816 | |||||||||
% of ownership | 66.95 | % | 33.05 | % | ||||||||
Fifth Third exchange of Vantiv Holding units for shares of Class A common stock in connection with 2013 secondary offerings | 21,396,310 | (21,396,310 | ) | — | ||||||||
Share repurchases | (20,903,669 | ) | — | (20,903,669 | ) | |||||||
Equity plan activity (a) | (977,640 | ) | — | (977,640 | ) | |||||||
As of December 31, 2013 | 141,758,681 | 48,822,826 | 190,581,507 | |||||||||
% of ownership | 74.38 | % | 25.62 | % | ||||||||
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 | (1,936,400 | ) | — | (1,936,400 | ) | |||||||
Equity plan activity (a) | (147,273 | ) | — | (147,273 | ) | |||||||
As of December 31, 2014 | 145,455,008 | 43,042,826 | 188,497,834 | |||||||||
% of ownership | 77.17 | % | 22.83 | % | ||||||||
(a) | Includes stock issued under the 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 (loss) attributable to non-controlling interest | The table below provides a reconciliation of net income attributable to non-controlling interests based on relative ownership interests as discussed above (in thousands): | |||||||||||
Year Ended December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Net income | $ | 168,990 | $ | 208,140 | $ | 110,758 | ||||||
Items not allocable to non-controlling interests: | ||||||||||||
Vantiv, Inc. expenses (a) | 7,725 | 58,520 | 21,274 | |||||||||
Vantiv Holding net income | $ | 176,715 | $ | 266,660 | $ | 132,032 | ||||||
Net income attributable to non-controlling interests of Fifth Third (b) | $ | 43,022 | $ | 74,568 | $ | 53,148 | ||||||
Net income attributable to PUMS non-controlling interest (c) | 676 | — | — | |||||||||
Total net income attributable to non-controlling interests | $ | 43,698 | $ | 74,568 | $ | 53,148 | ||||||
(a) Primarily represents income tax expense related to Vantiv, Inc. and TRA related expense (credits) (see Note 7 - Tax Receivable Agreements). | ||||||||||||
(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. |
COMMITMENTS_CONTINGENCIES_AND_1
COMMITMENTS, CONTINGENCIES AND GUARANTEES (Tables) | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
Commitments and Contingencies Disclosure [Abstract] | |||||
Schedule of future minimum commitments under non-cancelable operating leases | The Company leases office space under non-cancelable operating leases that expire between September 2015 and December 2045. Future minimum commitments under these leases are as follows (in thousands): | ||||
Year Ending December 31, | |||||
2015 | $ | 5,725 | |||
2016 | 4,555 | ||||
2017 | 4,399 | ||||
2018 | 4,411 | ||||
2019 | 3,571 | ||||
Thereafter | 14,015 | ||||
Total | $ | 36,676 | |||
SHAREBASED_COMPENSATION_PLANS_
SHARE-BASED COMPENSATION PLANS (Tables) | 12 Months Ended | |||||||||||||
Dec. 31, 2014 | ||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||||||||||||||
Schedule of Restricted Stock | The following table presents the number and weighted-average grant date fair value of the restricted stock awards for the year ended December 31, 2014: | |||||||||||||
Time Awards Converted to Restricted Class A Common Stock | Weighted Average Grant Date Fair Value | Performance Awards Converted to Restricted Class A Common Stock | Weighted Average Grant Date Fair Value | |||||||||||
Non-vested at December 31, 2013 | 950,089 | $ | 4.02 | 2,055,814 | $ | 17 | ||||||||
Conversion of Restricted Class A common stock to Class A common stock upon vesting | (661,050 | ) | 4.08 | (1,025,459 | ) | 17 | ||||||||
Forfeited | (48,952 | ) | 3.76 | (17,144 | ) | 17 | ||||||||
Non-vested at December 31, 2014 | 240,087 | $ | 4.01 | 1,013,211 | $ | 17 | ||||||||
Schedule of Restricted Stock Units | The following table presents the number and weighted-average grant date fair value of the restricted stock units for the year ended December 31, 2014: | |||||||||||||
Restricted Stock Units | Weighted Average Grant Date Fair Value | |||||||||||||
Non-vested at December 31, 2013 | 802,144 | $ | 22.63 | |||||||||||
Granted | 496,847 | 31.3 | ||||||||||||
Vested | (155,534 | ) | 23.93 | |||||||||||
Forfeited | (162,962 | ) | 25.07 | |||||||||||
Non-vested at December 31, 2014 | 980,495 | $ | 26.41 | |||||||||||
Schedule of Stock Options | The following table summarizes stock option activity for the year ended December 31, 2014: | |||||||||||||
Stock Options | Weighted Average Exercise Price | Weighted Average Remaining Contractual Term (Years) | Aggregate Intrinsic Value (in thousands) | |||||||||||
Outstanding options at December 31, 2013 | 649,613 | $ | 21.95 | 9.16 | $ | 6,925 | ||||||||
Granted | 710,297 | 31.02 | ||||||||||||
Mercury replacement award grant | 1,750,519 | 16.17 | ||||||||||||
Exercised | (270,603 | ) | 16.6 | $ | 4,378 | |||||||||
Expired | — | — | ||||||||||||
Forfeited | (107,066 | ) | 22.77 | |||||||||||
Outstanding options at December 31, 2014 | 2,732,760 | $ | 21.1 | 8.4 | $ | 35,039 | ||||||||
Options exercisable at December 31, 2014 | 381,195 | $ | 17.83 | 7.73 | $ | 6,135 | ||||||||
Schedule of weighted-average assumptions Options | The weighted-average grant date fair value was estimated by the Company using the Black-Scholes option pricing model with the assumptions below: | |||||||||||||
2014 | ||||||||||||||
Vantiv Grant | Mercury Replacement Options | 2013 | ||||||||||||
Number of options granted | 710,297 | 1,750,519 | 659,938 | |||||||||||
Weighted average exercise price | $31.02 | $10.18 - $29.79 | $21.95 | |||||||||||
Expected option life at grant (in years) | 6.25 | 3.00 - 6.00 | 6.25 | |||||||||||
Expected volatility | 25.00% | 24.80% - 30.80% | 30.60% | |||||||||||
Expected dividend yield | —% | —% | —% | |||||||||||
Risk-free interest rate | 1.93% | 0.93% - 1.96% | 1.15% | |||||||||||
Fair value | $9.07 | $17.75 - $22.10 | $7.10 | |||||||||||
Schedule of Performance Share Units | The following table presents the number and weighted-average grant date fair value of the performance share units for the years ended December 31, 2014 and 2013: | |||||||||||||
Performance Share Units | Weighted Average Grant Date Fair Value | |||||||||||||
Non-vested at December 31, 2013 | 430,490 | $ | 26.97 | |||||||||||
Granted | 207,647 | 31.02 | ||||||||||||
Vested | (59,815 | ) | 31.76 | |||||||||||
Forfeited | (70,225 | ) | 29.17 | |||||||||||
Non-vested at December 31, 2014 | 508,097 | $ | 27.76 | |||||||||||
INCOME_TAXES_Tables
INCOME TAXES (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Income Tax Disclosure [Abstract] | |||||||||||||
Schedule of summary of applicable income taxes | The following is a summary of applicable income taxes (in thousands): | ||||||||||||
Year Ended December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Current income tax expense: | |||||||||||||
U.S. income taxes | $ | 29,234 | $ | 48,494 | $ | 40,747 | |||||||
State and local income taxes | 4,474 | 3,926 | 5,754 | ||||||||||
Total current tax expense | 33,708 | 52,420 | 46,501 | ||||||||||
Deferred income tax expense: | |||||||||||||
U.S. income taxes | 36,070 | 30,264 | 366 | ||||||||||
State and local income taxes | (3,601 | ) | 1,076 | (14 | ) | ||||||||
Total deferred tax expense | 32,469 | 31,340 | 352 | ||||||||||
Applicable income tax expense | $ | 66,177 | $ | 83,760 | $ | 46,853 | |||||||
Schedule of reconciliation of the U.S. income tax rate and the Company's effective tax rate | A reconciliation of the U.S. income tax rate and the Company's effective tax rate for all periods is provided below: | ||||||||||||
Year Ended December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Federal statutory tax rate | 35 | % | 35 | % | 35 | % | |||||||
State taxes-net of federal benefit | 2.6 | 2.7 | 3.1 | ||||||||||
Change in state and local tax law | — | — | (0.2 | ) | |||||||||
State deferred rate impact | (3.1 | ) | — | — | |||||||||
Non-controlling interest | (5.6 | ) | (8.5 | ) | (8.4 | ) | |||||||
Other-net | (0.8 | ) | (0.5 | ) | 0.2 | ||||||||
Effective tax rate | 28.1 | % | 28.7 | % | 29.7 | % | |||||||
Schedule of deferred income tax assets and liabilities | Deferred income tax assets and liabilities are comprised of the following as of December 31 (in thousands): | ||||||||||||
2014 | 2013 | ||||||||||||
Deferred tax assets | |||||||||||||
Net operating losses | $ | 29,296 | $ | 24,001 | |||||||||
Employee benefits | 46 | 126 | |||||||||||
Other assets | 813 | 760 | |||||||||||
Other accruals and reserves | 55,427 | 2,922 | |||||||||||
Partnership basis | 430,525 | 363,514 | |||||||||||
Deferred tax assets | 516,107 | 391,323 | |||||||||||
Deferred tax liabilities | |||||||||||||
Property and equipment | (7,849 | ) | (5,925 | ) | |||||||||
Goodwill and intangible assets | (98,675 | ) | (52,606 | ) | |||||||||
Deferred tax liability | (106,524 | ) | (58,531 | ) | |||||||||
Deferred tax asset-net | $ | 409,583 | $ | 332,792 | |||||||||
FAIR_VALUE_MEASUREMENTS_Tables
FAIR VALUE MEASUREMENTS (Tables) | 12 Months Ended | |||||||||||||||||||||||
Dec. 31, 2014 | ||||||||||||||||||||||||
Fair Value Disclosures [Abstract] | ||||||||||||||||||||||||
Schedule of assets and liabilities measured at fair value on recurring basis | The following table summarizes assets measured at fair value on a recurring basis as of December 31, 2014 and 2013 (in thousands): | |||||||||||||||||||||||
2014 | 2013 | |||||||||||||||||||||||
Fair Value Measurements Using | ||||||||||||||||||||||||
Level 1 | Level 2 | Level 3 | Level 1 | Level 2 | Level 3 | |||||||||||||||||||
Assets: | ||||||||||||||||||||||||
Interest rate swaps | $ | — | $ | 104 | $ | — | $ | — | $ | 4,545 | $ | — | ||||||||||||
Liabilities: | ||||||||||||||||||||||||
Interest rate swaps | $ | — | $ | 7,488 | $ | — | $ | — | $ | 3,728 | $ | — | ||||||||||||
Mercury TRA | — | — | 152,420 | — | — | — | ||||||||||||||||||
Schedule of carrying amounts and estimated fair values for assets and liabilities, excluding assets and liabilities measured at fair value on a recurring basis | The following table summarizes carrying amounts and estimated fair values for financial assets and liabilities, excluding assets and liabilities measured at fair value on a recurring basis, as of December 31, 2014 and 2013 (in thousands): | |||||||||||||||||||||||
2014 | 2013 | |||||||||||||||||||||||
Carrying | Fair Value | Carrying | Fair Value | |||||||||||||||||||||
Amount | Amount | |||||||||||||||||||||||
Liabilities: | ||||||||||||||||||||||||
Note payable | $ | 3,393,738 | $ | 3,310,181 | $ | 1,811,250 | $ | 1,815,459 | ||||||||||||||||
NET_INCOME_PER_SHARE_Tables
NET INCOME PER SHARE (Tables) | 12 Months Ended | |||||||||||
Dec. 31, 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): | |||||||||||
Year Ended | ||||||||||||
December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Basic: | ||||||||||||
Net income attributable to Vantiv, Inc. | $ | 125,292 | $ | 133,572 | $ | 57,610 | ||||||
Shares used in computing basic net income per share: | ||||||||||||
Weighted-average Class A common shares | 141,936,933 | 138,836,314 | 116,258,204 | |||||||||
Basic net income per share | $ | 0.88 | $ | 0.96 | $ | 0.5 | ||||||
Diluted: | ||||||||||||
Consolidated income before applicable income taxes | $ | 235,167 | $ | 291,900 | $ | — | ||||||
Income tax expense excluding impact of non-controlling interest | 85,836 | 112,382 | — | |||||||||
Net income attributable to Vantiv, Inc. | $ | 149,331 | $ | 179,518 | $ | 57,610 | ||||||
Shares used in computing diluted net income per share: | ||||||||||||
Weighted-average Class A common shares | 141,936,933 | 138,836,314 | 116,258,204 | |||||||||
Weighted-average Class B units of Vantiv Holding | 45,472,332 | 57,906,592 | — | |||||||||
Warrant | 10,121,483 | 7,522,801 | 4,935,301 | |||||||||
Restricted stock awards | 1,321,890 | 1,751,816 | 1,553,857 | |||||||||
Stock options | 318,175 | 10,034 | — | |||||||||
Diluted weighted-average shares outstanding | 199,170,813 | 206,027,557 | 122,747,362 | |||||||||
Diluted net income per share | $ | 0.75 | $ | 0.87 | $ | 0.47 | ||||||
ACCUMULATED_OTHER_COMPREHENSIV1
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) (Tables) | 12 Months Ended | ||||||||||||||||||||||||||||
Dec. 31, 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 years ended December 31, 2014, 2013 and 2012 is presented below (in thousands): | ||||||||||||||||||||||||||||
Total Other Comprehensive Income (Loss) | |||||||||||||||||||||||||||||
AOCI Beginning Balance | Pretax Activity | Tax Effect | Net Activity | Attributable to non-controlling interests | Attributable to Vantiv, Inc. | AOCI Ending Balance | |||||||||||||||||||||||
Year ended December 31, 2014 | |||||||||||||||||||||||||||||
Net change in fair value recorded in accumulated OCI | $ | (5 | ) | $ | (11,240 | ) | $ | 3,114 | $ | (8,126 | ) | $ | 2,843 | $ | (5,283 | ) | $ | (5,288 | ) | ||||||||||
Net realized loss reclassified into earnings (a) | 269 | 3,040 | (874 | ) | 2,166 | (703 | ) | 1,463 | 1,732 | ||||||||||||||||||||
Other | — | (212 | ) | — | (212 | ) | — | (212 | ) | (212 | ) | ||||||||||||||||||
Net change | $ | 264 | $ | (8,412 | ) | $ | 2,240 | $ | (6,172 | ) | $ | 2,140 | $ | (4,032 | ) | $ | (3,768 | ) | |||||||||||
Year ended December 31, 2013 | |||||||||||||||||||||||||||||
Net change in fair value recorded in accumulated OCI | $ | — | $ | 244 | $ | 3 | $ | 247 | $ | (252 | ) | $ | (5 | ) | $ | (5 | ) | ||||||||||||
Net realized loss reclassified into earnings (a) | — | 573 | (157 | ) | 416 | (147 | ) | 269 | 269 | ||||||||||||||||||||
Net change | $ | — | $ | 817 | $ | (154 | ) | $ | 663 | $ | (399 | ) | $ | 264 | $ | 264 | |||||||||||||
Year ended December 31, 2012 | |||||||||||||||||||||||||||||
Net realized loss reclassified into earnings (a) | $ | (9,514 | ) | $ | 29,424 | $ | (5,495 | ) | $ | 23,929 | $ | (14,415 | ) | $ | 9,514 | $ | — | ||||||||||||
Net change | $ | (9,514 | ) | $ | 29,424 | $ | (5,495 | ) | $ | 23,929 | $ | (14,415 | ) | $ | 9,514 | $ | — | ||||||||||||
(a) The reclassification adjustment on cash flow hedge derivatives affected the following lines in the accompanying consolidated statements of income: | |||||||||||||||||||||||||||||
OCI Component | Affected line in the accompanying consolidated statements of income | ||||||||||||||||||||||||||||
Pretax activity(1) | Interest expense-net/non-operating expenses | ||||||||||||||||||||||||||||
Tax effect | Income tax expense | ||||||||||||||||||||||||||||
OCI Attributable to non-controlling interests | Net income attributable to non-controlling interests | ||||||||||||||||||||||||||||
(1) The years ended December 31, 2014 and 2013, reflect amounts of losses reclassified from AOCI into earnings, representing the effective portion of the hedging relationships, and is recorded in interest expense-net. The year ended December 31, 2012, reflects a net loss due to hedged forecasted transactions becoming probable of not occurring and is recorded as a component of non-operating expenses. |
SEGMENT_INFORMATION_Tables
SEGMENT INFORMATION (Tables) | 12 Months Ended | |||||||||||
Dec. 31, 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. | |||||||||||
Year Ended December 31, 2014 | ||||||||||||
Merchant | Financial | Total | ||||||||||
Services | Institution | |||||||||||
Services | ||||||||||||
Total revenue | $ | 2,100,367 | $ | 476,836 | $ | 2,577,203 | ||||||
Network fees and other costs | 1,033,801 | 140,864 | 1,174,665 | |||||||||
Sales and marketing | 367,998 | 28,355 | 396,353 | |||||||||
Segment profit | $ | 698,568 | $ | 307,617 | $ | 1,006,185 | ||||||
Year Ended December 31, 2013 | ||||||||||||
Merchant | Financial | Total | ||||||||||
Services | Institution | |||||||||||
Services | ||||||||||||
Total revenue | $ | 1,639,157 | $ | 468,920 | $ | 2,108,077 | ||||||
Network fees and other costs | 801,463 | 133,978 | 935,441 | |||||||||
Sales and marketing | 286,200 | 25,844 | 312,044 | |||||||||
Segment profit | $ | 551,494 | $ | 309,098 | $ | 860,592 | ||||||
Year Ended December 31, 2012 | ||||||||||||
Merchant | Financial | Total | ||||||||||
Services | Institution | |||||||||||
Services | ||||||||||||
Total revenue | $ | 1,409,158 | $ | 454,081 | $ | 1,863,239 | ||||||
Network fees and other costs | 709,341 | 131,256 | 840,597 | |||||||||
Sales and marketing | 255,887 | 24,757 | 280,644 | |||||||||
Segment profit | $ | 443,930 | $ | 298,068 | $ | 741,998 | ||||||
Schedule of reconciliation of total segment profit to the company's income before applicable income taxes | A reconciliation of total segment profit to the Company’s income before applicable income taxes is as follows (in thousands): | |||||||||||
Year Ended December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Total segment profit | $ | 1,006,185 | $ | 860,592 | $ | 741,998 | ||||||
Less: Other operating costs | (242,439 | ) | (200,630 | ) | (158,374 | ) | ||||||
Less: General and administrative | (173,986 | ) | (121,707 | ) | (118,231 | ) | ||||||
Less: Depreciation and amortization | (275,069 | ) | (185,453 | ) | (160,538 | ) | ||||||
Less: Interest expense—net | (79,701 | ) | (40,902 | ) | (54,572 | ) | ||||||
Less: Non-operating income (expense) | 177 | (20,000 | ) | (92,672 | ) | |||||||
Income before applicable income taxes | $ | 235,167 | $ | 291,900 | $ | 157,611 | ||||||
QUARTERLY_CONSOLIDATED_RESULTS1
QUARTERLY CONSOLIDATED RESULTS OF OPERATIONS (UNAUDITED) (Tables) | 12 Months Ended | |||||||||||||||||||||||||||||||
Dec. 31, 2014 | ||||||||||||||||||||||||||||||||
Quarterly Financial Information Disclosure [Abstract] | ||||||||||||||||||||||||||||||||
Schedule of quarterly financial information | The following table sets forth our unaudited results of operations on a quarterly basis for the years ended December 31, 2014 and 2013. | |||||||||||||||||||||||||||||||
Dec 31, | Sep 30, | Jun 30, | Mar 31, | Dec 31, | Sep 30, | Jun 30, | Mar 31, | |||||||||||||||||||||||||
2014 | 2014 | 2014 | 2014 | 2013 | 2013 | 2013 | 2013 | |||||||||||||||||||||||||
(dollars in thousands) | ||||||||||||||||||||||||||||||||
Revenue | $ | 733,785 | $ | 697,109 | $ | 608,731 | $ | 537,578 | $ | 558,355 | $ | 532,347 | $ | 519,409 | $ | 497,966 | ||||||||||||||||
Network fees and other costs | 331,635 | 316,592 | 277,392 | 249,046 | 249,733 | 238,141 | 222,502 | 225,065 | ||||||||||||||||||||||||
Net revenue | 402,150 | 380,517 | 331,339 | 288,532 | 308,622 | 294,206 | 296,907 | 272,901 | ||||||||||||||||||||||||
Sales and marketing | 116,169 | 111,233 | 90,507 | 78,444 | 80,081 | 79,551 | 76,436 | 75,976 | ||||||||||||||||||||||||
Other operating costs | 64,657 | 60,659 | 56,754 | 60,369 | 52,462 | 48,340 | 49,268 | 50,560 | ||||||||||||||||||||||||
General and administrative | 47,406 | 45,422 | 48,552 | 32,606 | 33,257 | 27,489 | 29,862 | 31,099 | ||||||||||||||||||||||||
Depreciation and amortization | 70,893 | 65,289 | 89,041 | 49,846 | 49,025 | 48,604 | 44,528 | 43,296 | ||||||||||||||||||||||||
Income from operations | $ | 103,025 | $ | 97,914 | $ | 46,485 | $ | 67,267 | $ | 93,797 | $ | 90,222 | $ | 96,813 | $ | 71,970 | ||||||||||||||||
Net income | $ | 81,741 | $ | 42,845 | $ | 3,313 | $ | 41,091 | $ | 63,102 | $ | 54,605 | $ | 45,968 | $ | 44,465 | ||||||||||||||||
Net income (loss) attributable to Vantiv, Inc. | $ | 68,579 | $ | 29,986 | $ | (1,409 | ) | $ | 28,136 | $ | 42,834 | $ | 35,711 | $ | 28,908 | $ | 26,119 | |||||||||||||||
Net income (loss) per share attributable to Vantiv, Inc. Class A common stock: | ||||||||||||||||||||||||||||||||
Basic | $ | 0.48 | $ | 0.21 | $ | (0.01 | ) | $ | 0.2 | $ | 0.3 | $ | 0.26 | $ | 0.21 | $ | 0.19 | |||||||||||||||
Diluted | $ | 0.35 | $ | 0.2 | $ | (0.01 | ) | $ | 0.18 | $ | 0.26 | $ | 0.24 | $ | 0.2 | $ | 0.18 | |||||||||||||||
BASIS_OF_PRESENTATION_AND_SUMM1
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) (USD $) | 0 Months Ended | 12 Months Ended | 0 Months Ended | |||||||||
15-May-13 | 15-May-13 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Mar. 21, 2012 | Aug. 07, 2013 | Jun. 03, 2014 | Dec. 06, 2012 | Mar. 10, 2014 | Nov. 06, 2013 | Aug. 02, 2012 | |
Nature of Business [Line Items] | ||||||||||||
Conversion ratio for conversion of LLC units into common stock | 1 | |||||||||||
Distribution of funds | $0 | $0 | $40,086,000 | |||||||||
Share price (in dollars per share) | $17 | |||||||||||
Net proceeds from issue of shares | 0 | 0 | 460,913,000 | |||||||||
Stock Repurchased and Retired During Period, Shares | 17,500,000 | 17,500,000 | ||||||||||
Common stock | ||||||||||||
Nature of Business [Line Items] | ||||||||||||
Conversion ratio for conversion of LLC units into common stock | 1 | |||||||||||
Paid-in Capital | ||||||||||||
Nature of Business [Line Items] | ||||||||||||
Stock Repurchase and Retired During Period, Value, Excluding Costs Associated with Stock Repurchase | 400,000,000 | 400,000,000 | ||||||||||
Adjustments to Additional Paid in Capital, Other | 600,000 | |||||||||||
Class A Common Stock | ||||||||||||
Nature of Business [Line Items] | ||||||||||||
Stock split ratio | 175.76 | |||||||||||
Conversion ratio for conversion of non-voting LLC units into common stock | 1 | |||||||||||
Number of common stock issued (in shares) | 29,412,000 | |||||||||||
Share price (in dollars per share) | $17 | |||||||||||
Net proceeds from issue of shares | 457,900,000 | |||||||||||
Accrued offering costs associated with contractually obligated future offerings | 3,000,000 | |||||||||||
Common stock issued to underwriters under an over-allotment option (in shares) | 4,411,800 | |||||||||||
Common stock issued to underwriters under an over-allotment option sold by selling shareholders (in shares) | 2,325,736 | |||||||||||
Class A Common Stock | Common stock | ||||||||||||
Nature of Business [Line Items] | ||||||||||||
Number of common stock issued (in shares) | 29,412,000 | |||||||||||
Stock Repurchased and Retired During Period, Shares | 1,936,000 | 20,904,000 | ||||||||||
Class B Common Stock | ||||||||||||
Nature of Business [Line Items] | ||||||||||||
Number of common stock issued (in shares) | 86,005,200 | |||||||||||
Advent International Corporation and Fifth Third | Class A Common Stock | ||||||||||||
Nature of Business [Line Items] | ||||||||||||
Shares of Stock sold by Selling Shareholders in Secondary Offering Issued to Underwriters | 40,700,000 | 20,000,000 | ||||||||||
Fifth Third | Class A Common Stock | ||||||||||||
Nature of Business [Line Items] | ||||||||||||
Share price (in dollars per share) | $20.10 | |||||||||||
Shares of Stock sold by Selling Shareholders in Secondary Offering Issued to Underwriters | 5,800,000 | 13,700,000 | ||||||||||
Advent | Class A Common Stock | ||||||||||||
Nature of Business [Line Items] | ||||||||||||
Share price (in dollars per share) | $21.90 | |||||||||||
Shares of Stock sold by Selling Shareholders in Secondary Offering Issued to Underwriters | 18,800,000 | 15,000,000 | 14,100,000 | |||||||||
Vantiv Holding | ||||||||||||
Nature of Business [Line Items] | ||||||||||||
Payments to pre-IPO investors as percentage of cash saving in income tax | 85.00% | |||||||||||
Vantiv Holding | Class A units | ||||||||||||
Nature of Business [Line Items] | ||||||||||||
Stock split ratio | 1.7576 | |||||||||||
Vantiv Holding | Fifth Third | ||||||||||||
Nature of Business [Line Items] | ||||||||||||
Conversion ratio for conversion of units into common stock | 1 | |||||||||||
Payment to Fifth Third for modification of consent rights | 15,000,000 | |||||||||||
Vantiv Holding | Fifth Third | Class A Common Stock | ||||||||||||
Nature of Business [Line Items] | ||||||||||||
Purchase of shares in subsidiary by the entity (in shares) | 2,086,064 | |||||||||||
Vantiv Holding | Advent | ||||||||||||
Nature of Business [Line Items] | ||||||||||||
Distribution of funds | 40,100,000 | |||||||||||
Fifth Third | ||||||||||||
Nature of Business [Line Items] | ||||||||||||
Payments to pre-IPO investors as percentage of cash saving in income tax | 85.00% | |||||||||||
May 2013 Debt Refinancing | ||||||||||||
Nature of Business [Line Items] | ||||||||||||
Proceeds from Issuance of Debt | 650,000,000 |
BASIS_OF_PRESENTATION_AND_SUMM2
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 2) | 1 Months Ended | |||
Jun. 30, 2009 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Sponsorship agreement | ||||
Sponsorship agreement term | 10 years | |||
Vantiv Holding [Member] | ||||
Principles of consolidation | ||||
Ownership percentage by parent | 77.17% | 74.38% | 66.95% | |
Fifth Third | Vantiv Holding [Member] | ||||
Principles of consolidation | ||||
Ownership percentage by noncontrolling owners | 22.83% | 25.62% | 33.05% |
SUMMARY_OF_SIGNIFICANT_ACCOUNT2
SUMMARY OF SIGNIFICANT ACCOUNTING AND REPORTING POLICIES Non-Operating Income (Expense) (Details) (USD $) | 12 Months Ended | |
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2012 |
Other Income and Expenses [Abstract] | ||
Other Nonoperating Income | $41.30 | |
Other Nonoperating Expense | 41.1 | |
One-time activity fee assessed by MasterCard as a result of the IPO | $6 |
SUMMARY_OF_SIGNIFICANT_ACCOUNT3
SUMMARY OF SIGNIFICANT ACCOUNTING AND REPORTING POLICIES Income Taxes (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Income Taxes [Abstract] | ||
Deferred Tax Assets, Valuation Allowance | $0 | $0 |
SUMMARY_OF_SIGNIFICANT_ACCOUNT4
SUMMARY OF SIGNIFICANT ACCOUNTING AND REPORTING POLICIES Property, Equipment and Software- net (Details) | 12 Months Ended |
Dec. 31, 2014 | |
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 |
SUMMARY_OF_SIGNIFICANT_ACCOUNT5
SUMMARY OF SIGNIFICANT ACCOUNTING AND REPORTING POLICIES Goodwill and Intangible Assets (Details) (USD $) | 0 Months Ended | 3 Months Ended | 12 Months Ended | ||
In Thousands, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Goodwill and Intangible Assets Disclosure [Abstract] | |||||
Asset Impairment Charges | $34,300 | $34,267 | $0 | $0 | |
Finite-Lived Intangible Assets, Remaining Amortization Period | 2 years | 2 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 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Business Acquisition [Line Items] | ||||
Issuance of tax receivable agreement as contingent consideration | $137,860 | $0 | $0 | |
Mercury Payment Systems, LLC | ||||
Business Acquisition [Line Items] | ||||
Payments to Acquire Businesses, Gross | 1,681,179 | |||
Issuance of tax receivable agreement as contingent consideration | 137,860 | |||
Business Combination, Consideration Transferred | $1,819,039 |
BUSINESS_COMBINATIONS_Details
BUSINESS COMBINATIONS (Details) (USD $) | 0 Months Ended | 1 Months Ended | 12 Months Ended | 7 Months Ended | 0 Months Ended | ||
Jun. 13, 2014 | Jun. 30, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2014 | Jul. 31, 2013 | Nov. 30, 2012 | |
Business Acquisition [Line Items] | |||||||
Tax Receivable Agreement Liability Recorded | $137,860,000 | $109,400,000 | $329,400,000 | $154,000,000 | |||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Less Noncontrolling Interest [Abstract] | |||||||
Goodwill | 1,943,613,000 | 1,804,592,000 | 3,291,366,000 | ||||
Mercury Payment Systems, LLC | |||||||
Business Acquisition [Line Items] | |||||||
Business Acquisition, Percentage of Voting Interests Acquired | 100.00% | ||||||
Tax Receivable Agreement Liability Recorded | 137,900,000 | ||||||
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 and equipment | 32,257,000 | ||||||
Intangible assets | 391,100,000 | ||||||
Goodwill | 1,347,753,000 | ||||||
Deferred tax assets | 16,626,000 | ||||||
Non-current assets | 1,026,000 | ||||||
Current and non-current liabilities | -39,629,000 | ||||||
Total purchase price | 1,819,039,000 | ||||||
Incurred expenses from acquisition | 17,900,000 | ||||||
Business Combination, Pro Forma Information, Revenue of Acquiree since Acquisition Date, Actual | 217,000,000 | ||||||
Business Combination Stock Based Compensation Fair Value | 32,100,000 | ||||||
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | 17,700,000 | ||||||
Element Payment Services, Inc. | |||||||
Business Acquisition [Line Items] | |||||||
Business Acquisition, Percentage of Voting Interests Acquired | 100.00% | ||||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Less Noncontrolling Interest [Abstract] | |||||||
Current assets | 11,359,000 | ||||||
Property and equipment | 8,193,000 | ||||||
Goodwill | 135,068,000 | ||||||
Current liabilities | -8,189,000 | ||||||
Deferred tax liabilities | -13,772,000 | ||||||
Total purchase price | 162,459,000 | ||||||
Litle & Company, LLC | |||||||
Business Acquisition [Line Items] | |||||||
Business Acquisition, Percentage of Voting Interests Acquired | 100.00% | ||||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Less Noncontrolling Interest [Abstract] | |||||||
Current assets | 10,326,000 | ||||||
Property and equipment | 13,503,000 | ||||||
Goodwill | 276,171,000 | ||||||
Non-current assets | 30,000 | ||||||
Current liabilities | -14,341,000 | ||||||
Total purchase price | 360,589,000 | ||||||
Incurred expenses from acquisition | 3,500,000 | ||||||
Customer relationship intangible assets | Mercury Payment Systems, LLC | |||||||
Business Acquisition [Line Items] | |||||||
Finite-lived Intangible Assets Acquired | 332,000,000 | ||||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Less Noncontrolling Interest [Abstract] | |||||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 10 years | ||||||
Customer relationship intangible assets | Element Payment Services, Inc. | |||||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Less Noncontrolling Interest [Abstract] | |||||||
Intangible assets | 29,300,000 | ||||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 10 years | ||||||
Customer relationship intangible assets | Litle & Company, LLC | |||||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Less Noncontrolling Interest [Abstract] | |||||||
Intangible assets | 73,600,000 | ||||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 10 years | ||||||
Trade name | Mercury Payment Systems, LLC | |||||||
Business Acquisition [Line Items] | |||||||
Finite-lived Intangible Assets Acquired | 59,100,000 | ||||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Less Noncontrolling Interest [Abstract] | |||||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 9 years 6 months | ||||||
Trade name | Element Payment Services, Inc. | |||||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Less Noncontrolling Interest [Abstract] | |||||||
Intangible assets | 500,000 | ||||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 1 year | ||||||
Trade name | Litle & Company, LLC | |||||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Less Noncontrolling Interest [Abstract] | |||||||
Intangible assets | $1,300,000 | ||||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 1 year |
BUSINESS_COMBINATIONS_Pro_Form
BUSINESS COMBINATIONS Pro Forma (Details) (Mercury Payment Systems, LLC, USD $) | 12 Months Ended | |
In Thousands, except Share data, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Mercury Payment Systems, LLC | ||
Business Acquisition [Line Items] | ||
Business Acquisition, Pro Forma Revenue | $2,737,024 | $2,435,234 |
Business Acquisition, Pro Forma Income (Loss) from Continuing Operations before Changes in Accounting and Extraordinary Items, Net of Tax | 328,045 | 354,296 |
Business Acquisition Pro forma Net Income Loss Including Portion Attributable To Noncontrolling Interest | 178,162 | 155,010 |
Business Acquisition, Pro Forma Net Income (Loss) | $132,143 | $95,722 |
Pro Forma Net income per share attributable to Vantiv, Inc. Class A common stock [Abstract] | ||
Business Acquisition, Pro Forma Earnings Per Share, Basic | $0.93 | $0.69 |
Business Acquisition, Pro Forma Earnings Per Share, Diluted | $0.80 | $0.61 |
Pro Forma Shares used in computing net income per share of Class A common stock [Abstract] | ||
Weighted Average Basic Shares Outstanding, Pro Forma | 141,936,933 | 138,836,314 |
Pro Forma Weighted Average Shares Outstanding, Diluted | 199,170,813 | 206,027,557 |
PROPERTY_EQUIPMENT_AND_SOFTWAR2
PROPERTY, EQUIPMENT AND SOFTWARE (Details) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Property, Plant and Equipment [Line Items] | |||||||||||
Accumulated depreciation | ($202,762) | ($137,385) | ($202,762) | ($137,385) | |||||||
Total | 281,715 | 217,333 | 281,715 | 217,333 | |||||||
Depreciation and amortization | 70,893 | 65,289 | 89,041 | 49,846 | 49,025 | 48,604 | 44,528 | 43,296 | 240,802 | 185,453 | 160,538 |
Land | |||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||
Property, plant and equipment, gross | 6,401 | 0 | 6,401 | 0 | |||||||
Building and improvements | |||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||
Property, plant and equipment, gross | 33,454 | 18,645 | 33,454 | 18,645 | |||||||
Building and improvements | Minimum | |||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||
Estimated Useful Life | 15 years | ||||||||||
Building and improvements | Maximum | |||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||
Estimated Useful Life | 40 years | ||||||||||
Furniture and equipment | |||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||
Property, plant and equipment, gross | 116,065 | 88,650 | 116,065 | 88,650 | |||||||
Furniture and equipment | Minimum | |||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||
Estimated Useful Life | 2 years | ||||||||||
Furniture and equipment | Maximum | |||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||
Estimated Useful Life | 10 years | ||||||||||
Software | |||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||
Property, plant and equipment, gross | 259,495 | 204,222 | 259,495 | 204,222 | |||||||
Software | Minimum | |||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||
Estimated Useful Life | 3 years | ||||||||||
Software | Maximum | |||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||
Estimated Useful Life | 5 years | ||||||||||
Leasehold improvements | |||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||
Property, plant and equipment, gross | 8,753 | 5,162 | 8,753 | 5,162 | |||||||
Leasehold improvements | Minimum | |||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||
Estimated Useful Life | 3 years | ||||||||||
Leasehold improvements | Maximum | |||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||
Estimated Useful Life | 10 years | ||||||||||
Work in progress | |||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||
Property, plant and equipment, gross | 60,309 | 38,039 | 60,309 | 38,039 | |||||||
Property Equipment and Software | |||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||
Depreciation and amortization | $70,000 | $56,800 | $40,700 |
GOODWILL_AND_INTANGIBLE_ASSETS2
GOODWILL AND INTANGIBLE ASSETS - Goodwill (Details) (USD $) | 12 Months Ended | |||||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2012 | Nov. 30, 2012 | Jul. 31, 2013 | Jun. 13, 2014 |
Goodwill [Roll Forward] | ||||||
Goodwill at beginning of period | $1,804,592 | |||||
Goodwill at end of period | 1,943,613 | 3,291,366 | 1,804,592 | |||
Merchant Services | ||||||
Goodwill [Roll Forward] | ||||||
Goodwill at beginning of period | 1,229,742 | |||||
Goodwill at end of period | 1,368,763 | 2,716,516 | 1,229,742 | |||
Financial Institution Services | ||||||
Goodwill [Roll Forward] | ||||||
Goodwill at beginning of period | 574,850 | |||||
Goodwill at end of period | 574,850 | 574,850 | 574,850 | |||
Litle & Company, LLC | ||||||
Goodwill [Roll Forward] | ||||||
Goodwill at beginning of period | 276,171 | |||||
Goodwill attributable to acquisition | 3,953 | |||||
Goodwill at end of period | 276,171 | |||||
Litle & Company, LLC | Merchant Services | ||||||
Goodwill [Roll Forward] | ||||||
Goodwill attributable to acquisition | 3,953 | |||||
Litle & Company, LLC | Financial Institution Services | ||||||
Goodwill [Roll Forward] | ||||||
Goodwill attributable to acquisition | 0 | |||||
Element Payment Services, Inc. | ||||||
Goodwill [Roll Forward] | ||||||
Goodwill at beginning of period | 135,068 | |||||
Goodwill attributable to acquisition | 135,068 | |||||
Goodwill at end of period | 135,068 | |||||
Element Payment Services, Inc. | Merchant Services | ||||||
Goodwill [Roll Forward] | ||||||
Goodwill attributable to acquisition | 135,068 | |||||
Element Payment Services, Inc. | Financial Institution Services | ||||||
Goodwill [Roll Forward] | ||||||
Goodwill attributable to acquisition | 0 | |||||
Mercury Payment Systems, LLC | ||||||
Goodwill [Roll Forward] | ||||||
Goodwill at beginning of period | 1,347,753 | |||||
Goodwill attributable to acquisition | 1,347,753 | |||||
Goodwill at end of period | 1,347,753 | |||||
Mercury Payment Systems, LLC | Merchant Services | ||||||
Goodwill [Roll Forward] | ||||||
Goodwill attributable to acquisition | 1,347,753 | |||||
Mercury Payment Systems, LLC | Financial Institution Services | ||||||
Goodwill [Roll Forward] | ||||||
Goodwill attributable to acquisition | $0 |
GOODWILL_AND_INTANGIBLE_ASSETS3
GOODWILL AND INTANGIBLE ASSETS - Intangible Assets (Details) (USD $) | 0 Months Ended | 3 Months Ended | 12 Months Ended | ||
Jun. 30, 2014 | Jun. 30, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Finite-Lived and Indefinite-lived Intangible Assets [Line Items] | |||||
Asset Impairment Charges | $34,300,000 | $34,267,000 | $0 | $0 | |
Finite-Lived Intangible Assets, Net [Abstract] | |||||
Finite-Lived and Indefinite-Lived Intangible Assets, Gross | 1,719,797,000 | 1,301,964,000 | |||
Finite-Lived Intangible Assets, Accumulated Amortization | 685,105,000 | 506,632,000 | |||
Intangible Assets, Net (Excluding Goodwill) | 1,034,692,000 | 795,332,000 | |||
Amortization expense on intangible assets | 205,100,000 | 128,600,000 | 119,900,000 | ||
Estimated amortization expense of intangible assets for the next five years | |||||
2015 | 190,264,000 | ||||
2016 | 176,161,000 | ||||
2017 | 162,671,000 | ||||
2018 | 154,857,000 | ||||
2019 | 147,566,000 | ||||
Finite-Lived Trade Names, Gross | 6,700,000 | 6,700,000 | |||
Finite-Lived Intangible Assets, Remaining Amortization Period | 2 years | 2 years | |||
Customer relationship intangible assets | |||||
Finite-Lived Intangible Assets, Net [Abstract] | |||||
Finite-Lived Intangible Assets, Gross | 1,596,581,000 | 1,234,042,000 | |||
Finite-Lived Intangible Assets, Accumulated Amortization | 655,017,000 | 496,906,000 | |||
Trade name | |||||
Finite-Lived Intangible Assets, Net [Abstract] | |||||
Finite-Lived Intangible Assets, Gross | 65,833,000 | 500,000 | |||
Finite-Lived Intangible Assets, Accumulated Amortization | 5,105,000 | 208,000 | |||
Customer portfolios and related assets | |||||
Finite-Lived Intangible Assets, Net [Abstract] | |||||
Finite-Lived Intangible Assets, Gross | 57,383,000 | 26,422,000 | |||
Finite-Lived Intangible Assets, Accumulated Amortization | 24,983,000 | 9,518,000 | |||
Estimated remaining weighted-average lives of intangible assets | 4 years 2 months 16 days | 3 years 8 months 10 days | |||
Trade name | |||||
Finite-Lived Intangible Assets, Net [Abstract] | |||||
Indefinite-Lived Trade Names | $0 | $41,000,000 |
CAPITAL_LEASES_Details
CAPITAL LEASES (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Leases [Abstract] | |||
Cost of equipment under capital leases | $33,400,000 | $20,400,000 | |
Capital Leases, Lessee Balance Sheet, Assets by Major Class, Accumulated Depreciation | 8,300,000 | 2,300,000 | |
Depreciation expense associated with capital leases | 6,000,000 | 6,700,000 | 4,100,000 |
Future minimum lease payments required under capital leases and the present value of net minimum lease payments | |||
2015 | 8,505,000 | ||
2016 | 9,257,000 | ||
2017 | 5,146,000 | ||
2018 | 634,000 | ||
Total minimum lease payments | 23,542,000 | ||
Less: Amount representing interest | -605,000 | ||
Present value of minimum lease payments | 22,937,000 | ||
Less: Current maturities of capital lease obligations | -8,158,000 | -4,326,000 | |
Long-term capital lease obligations | $14,779,000 | $12,044,000 |
LONGTERM_DEBT_Details
LONG-TERM DEBT (Details) (USD $) | 0 Months Ended | 12 Months Ended | 7 Months Ended | 0 Months Ended | 12 Months Ended | 8 Months Ended | 0 Months Ended | 9 Months Ended | 0 Months Ended |
Jun. 13, 2014 | Dec. 31, 2014 | Dec. 31, 2014 | 15-May-13 | Dec. 31, 2013 | Dec. 31, 2013 | Mar. 21, 2012 | Dec. 31, 2012 | Jan. 06, 2015 | |
Tranches | |||||||||
Long-term debt | |||||||||
Less: Current portion of note payable and current portion of note payable to related party | ($116,501,000) | ($116,501,000) | ($92,500,000) | -92,500,000 | |||||
Less: Original issue discount | -8,143,000 | -8,143,000 | -2,631,000 | -2,631,000 | |||||
Note payable and note payable to related party | 3,277,237,000 | 3,277,237,000 | 1,718,750,000 | 1,718,750,000 | |||||
Term loan for corporate headquarters | |||||||||
Long-term debt | |||||||||
Long-term Debt, Gross | 10,131,000 | 10,131,000 | 10,131,000 | 10,131,000 | |||||
Leasehold Mortgages [Member] | |||||||||
Long-term debt | |||||||||
Fixed interest rate (as a percent) | 6.22% | 6.22% | |||||||
Face value of debt | 10,100,000 | 10,100,000 | 10,100,000 | 10,100,000 | |||||
June 2014 Debt Refinancing [Member] | |||||||||
Long-term debt | |||||||||
Unamortized deferred financing cost written off | 26,500,000 | ||||||||
Unamortized deferred financing fee remained capitalized | 25,500,000 | 25,500,000 | |||||||
Debt issue discount | 8,100,000 | ||||||||
June 2014 Debt Refinancing [Member] | Term A loan | |||||||||
Long-term debt | |||||||||
Long-term Debt, Gross | 1,998,750,000 | 1,998,750,000 | 0 | 0 | |||||
Face value of debt | 2,050,000,000 | ||||||||
Variable base rate | LIBOR | ||||||||
Spread rate (as a percent) | 2.00% | ||||||||
Interest rate (as a percent) | 2.16% | 2.16% | |||||||
June 2014 Debt Refinancing [Member] | Term A loan | First Twelve Quarters [Domain] | |||||||||
Long-term debt | |||||||||
Amortization rate during given period (as a percent) | 1.25% | ||||||||
June 2014 Debt Refinancing [Member] | Term A loan | Second Four Quarters [Domain] | |||||||||
Long-term debt | |||||||||
Amortization rate during given period (as a percent) | 1.88% | ||||||||
June 2014 Debt Refinancing [Member] | Term A loan | Following three quarters | |||||||||
Long-term debt | |||||||||
Amortization rate during given period (as a percent) | 2.50% | ||||||||
June 2014 Debt Refinancing [Member] | Term B loan | |||||||||
Long-term debt | |||||||||
Long-term Debt, Gross | 1,393,000,000 | 1,393,000,000 | 0 | 0 | |||||
Face value of debt | 1,400,000,000 | ||||||||
Variable base rate | LIBOR | ||||||||
Spread rate (as a percent) | 3.00% | ||||||||
Interest rate (as a percent) | 3.75% | 3.75% | |||||||
June 2014 Debt Refinancing [Member] | Term B loan | Quarterly Amortization [Domain] | |||||||||
Long-term debt | |||||||||
Amortization rate during given period (as a percent) | 0.25% | ||||||||
June 2014 Debt Refinancing [Member] | Term B loan | Minimum | |||||||||
Long-term debt | |||||||||
Spread rate (as a percent) | 0.75% | ||||||||
June 2014 Debt Refinancing [Member] | Revolving credit facility | |||||||||
Long-term debt | |||||||||
Maximum borrowing capacity | 425,000,000 | ||||||||
Commitment fees (as a percent) | 0.38% | ||||||||
June 2014 Debt Refinancing [Member] | Letter of credit facility | |||||||||
Long-term debt | |||||||||
Maximum borrowing capacity | 40,000,000 | ||||||||
June 2014 Debt Refinancing [Member] | Swing line credit facility | |||||||||
Long-term debt | |||||||||
Maximum borrowing capacity | 100,000,000 | ||||||||
June 2014 Debt Refinancing [Member] | Fifth Third | Term A loan | |||||||||
Long-term debt | |||||||||
Loan held by Fifth Third Bank | 201,900,000 | 201,900,000 | |||||||
May 2013 Debt Refinancing | |||||||||
Long-term debt | |||||||||
Unamortized deferred financing cost written off | 20,000,000 | ||||||||
Unamortized deferred financing fee remained capitalized | 17,900,000 | 17,900,000 | |||||||
Debt issue discount | 2,600,000 | ||||||||
May 2013 Debt Refinancing | Term A loan | |||||||||
Long-term debt | |||||||||
Long-term Debt, Gross | 0 | 0 | 1,803,750,000 | 1,803,750,000 | |||||
Repayments of Debt | 1,800,000,000 | ||||||||
Face value of debt | 1,850,000,000 | ||||||||
Variable base rate | LIBOR | ||||||||
Spread rate (as a percent) | 1.75% | ||||||||
Interest rate (as a percent) | 1.92% | 1.92% | |||||||
May 2013 Debt Refinancing | Term A loan | First eight quarters | |||||||||
Long-term debt | |||||||||
Amortization rate during given period (as a percent) | 1.25% | ||||||||
May 2013 Debt Refinancing | Term A loan | Second eight quarters | |||||||||
Long-term debt | |||||||||
Amortization rate during given period (as a percent) | 1.88% | ||||||||
May 2013 Debt Refinancing | Term A loan | Following three quarters | |||||||||
Long-term debt | |||||||||
Amortization rate during given period (as a percent) | 2.50% | ||||||||
May 2013 Debt Refinancing | Revolving credit facility | |||||||||
Long-term debt | |||||||||
Maximum borrowing capacity | 250,000,000 | ||||||||
Commitment fees (as a percent) | 0.38% | ||||||||
May 2013 Debt Refinancing | Letter of credit facility | |||||||||
Long-term debt | |||||||||
Maximum borrowing capacity | 40,000,000 | ||||||||
May 2013 Debt Refinancing | Swing line credit facility | |||||||||
Long-term debt | |||||||||
Maximum borrowing capacity | 75,000,000 | ||||||||
May 2013 Debt Refinancing | Fifth Third | Term A loan | |||||||||
Long-term debt | |||||||||
Loan held by Fifth Third Bank | 343,600,000 | 343,600,000 | |||||||
March 2012 Debt Refinancing | |||||||||
Long-term debt | |||||||||
Repayments of Debt | 1,200,000,000 | 538,900,000 | |||||||
Number of tranches under the loan agreement (in tranches) | 2 | ||||||||
Unamortized deferred financing cost written off | 55,600,000 | ||||||||
Call premium on debt refinancing (as a percent) | 1.00% | ||||||||
Call premium on debt refinancing | 12,200,000 | ||||||||
March 2012 Debt Refinancing | Term A loan | |||||||||
Long-term debt | |||||||||
Face value of debt | 1,000,000,000 | ||||||||
March 2012 Debt Refinancing | Term B loan | |||||||||
Long-term debt | |||||||||
Face value of debt | 250,000,000 | ||||||||
March 2012 Debt Refinancing | Revolving credit facility | |||||||||
Long-term debt | |||||||||
Maximum borrowing capacity | 250,000,000 | ||||||||
Commitment fees (as a percent) | 0.50% | ||||||||
March 2012 Debt Refinancing | Letter of credit facility | |||||||||
Long-term debt | |||||||||
Maximum borrowing capacity | 40,000,000 | ||||||||
March 2012 Debt Refinancing | Terminated line of credit | |||||||||
Long-term debt | |||||||||
Maximum borrowing capacity | 150,000,000 | ||||||||
March 2012 Debt Refinancing | Swing line credit facility | |||||||||
Long-term debt | |||||||||
Maximum borrowing capacity | 75,000,000 | ||||||||
New Loan Agreement | |||||||||
Long-term debt | |||||||||
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 | ||||||||
Subsequent Event [Member] | June 2014 Debt Refinancing [Member] | Term B loan | |||||||||
Long-term debt | |||||||||
Repayments of Debt | $200,000,000 |
TAX_RECEIVABLE_AGREEMENTS_Deta
TAX RECEIVABLE AGREEMENTS (Details) (USD $) | 0 Months Ended | 1 Months Ended | 12 Months Ended | 1 Months Ended | |||
Jun. 13, 2014 | Jun. 30, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Oct. 23, 2013 | Mar. 21, 2012 | |
Tax receivable agreement | |||||||
Tax Receivable Agreement Obligations Settled As a Result of Prepayment | $254,400,000 | ||||||
Deferred tax assets attributable to exchange of units of subsidiary | 92,000,000 | 235,900,000 | |||||
Adjustment to Additional Paid in Capital Tax Receivable Agreements | 17,400,000 | 93,000,000 | 346,700,000 | ||||
Other Nonoperating Income | 41,300,000 | ||||||
Tax Receivable Agreements Obligation | 772,482,000 | 559,700,000 | 484,700,000 | 330,700,000 | |||
Payments under tax receivable agreements | -8,639,000 | 0 | 0 | ||||
Tax Receivable Agreement Liability Recorded | 137,860,000 | 109,400,000 | 329,400,000 | 154,000,000 | |||
Tax Receivable Agreements Change in Value | -25,839,000 | ||||||
Mercury Payment Systems, LLC | |||||||
Tax receivable agreement | |||||||
Tax Receivable Agreement Payments as Percentage of Cash Savings in Tax | 85.00% | ||||||
Tax Receivable Agreements Obligation | 152,420,000 | ||||||
Tax Receivable Agreement Liability Recorded | 137,860,000 | ||||||
Tax Receivable Agreements Change in Value | 14,560,000 | ||||||
Vantiv Holding | |||||||
Tax receivable agreement | |||||||
Payments to pre-IPO investors as percentage of cash saving in income tax | 85.00% | ||||||
Fifth Third | |||||||
Tax receivable agreement | |||||||
Payments to pre-IPO investors as percentage of cash saving in income tax | 85.00% | ||||||
Cash savings associated with TRAs | 15.00% | ||||||
Tax Receivable Agreements Obligation | 564,405,000 | 494,500,000 | 165,100,000 | 11,100,000 | |||
Payments under tax receivable agreements | -726,000 | ||||||
Tax Receivable Agreement Liability Recorded | 109,400,000 | 329,400,000 | 154,000,000 | ||||
Tax Receivable Agreements Change in Value | -38,769,000 | ||||||
Fifth Third | Vantiv Holding | |||||||
Tax receivable agreement | |||||||
Deferred tax assets attributable to exchange of units of subsidiary | 92,000,000 | 236,000,000 | 138,000,000 | ||||
Advent | |||||||
Tax receivable agreement | |||||||
Payments to pre-IPO investors as percentage of cash saving in income tax | 85.00% | ||||||
Tax Receivable Agreement Prepayment | 112,000,000 | ||||||
Tax Receivable Agreement Obligations Settled As a Result of Prepayment | 183,800,000 | ||||||
Tax Receivable Agreements Obligation | 183,800,000 | 183,800,000 | |||||
Pre-IPO investors | |||||||
Tax receivable agreement | |||||||
Payments to pre-IPO investors as percentage of cash saving in income tax | 85.00% | ||||||
Tax Receivable Agreement Obligations Settled As a Result of Prepayment | 68,900,000 | ||||||
Tax Receivable Agreements Obligation | 55,657,000 | 65,200,000 | 134,100,000 | 134,100,000 | |||
Payments under tax receivable agreements | -7,913,000 | ||||||
Tax Receivable Agreements Change in Value | -1,630,000 | ||||||
JPDN | |||||||
Tax receivable agreement | |||||||
Payments to pre-IPO investors as percentage of cash saving in income tax | 85.00% | ||||||
Tax Receivable Agreement Prepayment | 500,000 | ||||||
Tax Receivable Agreement Obligations Settled As a Result of Prepayment | 1,700,000 | ||||||
Tax Receivable Agreements Obligation | $1,700,000 | $1,700,000 | |||||
Advent International Corporation and JPDN [Member] | |||||||
Tax receivable agreement | |||||||
Cash savings associated with TRAs | 100.00% |
DERIVATIVES_AND_HEDGING_ACTIVI2
DERIVATIVES AND HEDGING ACTIVITIES (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
swap | |||
Cash Flow Hedges of Interest Rate Risk | |||
Derivative, Number of Instruments Held | 18 | ||
Notional Amount of Amortized Interest Rate Cash Flow Hedge Derivatives | $1,100,000,000 | ||
Cash Flow Hedge Gain (Loss) to be Reclassified within Twelve Months | 5,200,000 | ||
Loss on Discontinuation of Cash Flow Hedge Due to Forecasted Transaction Probable of Not Occurring | 31,079,000 | ||
Derivative, Net Liability Position, Aggregate Fair Value | 8,700,000 | ||
Derivatives in cash flow hedging relationships: | |||
Amount of gain (loss) recognized in OCI (effective portion) | -11,240,000 | 244,000 | -4,256,000 |
Amount of loss reclassified from accumulated OCI into earnings (effective portion) | -3,040,000 | -573,000 | -2,600,000 |
Gain (Loss) on Interest Rate Cash Flow Hedge Ineffectiveness | -1,000 | ||
Loss on Discontinuation of Cash Flow Hedge Due to Forecasted Transaction Probable of Not Occurring | -31,079,000 | ||
Fifth Third | |||
Cash Flow Hedges of Interest Rate Risk | |||
Derivative, Number of Instruments Held | 7 | ||
Maximum | Fifth Third | |||
Cash Flow Hedges of Interest Rate Risk | |||
Notional Amount | 318,800,000 | ||
Minimum | Fifth Third | |||
Cash Flow Hedges of Interest Rate Risk | |||
Notional Amount | 250,000,000 | ||
June 2014 through June 2017 [Member] | |||
Cash Flow Hedges of Interest Rate Risk | |||
Derivative, Number of Instruments Held | 12 | ||
Notional Amount | 1,300,000,000 | ||
January 2016 through January 2019 [Member] | |||
Cash Flow Hedges of Interest Rate Risk | |||
Derivative, Number of Instruments Held | 6 | ||
Notional Amount | 500,000,000 | ||
Other Noncurrent Assets [Member] | |||
Fair value of the Company's derivative financial instruments designated as cash flow hedges | |||
Interest Rate Cash Flow Hedge Asset at Fair Value | 104,000 | 4,545,000 | |
Other Current Liabilities [Member] | |||
Fair value of the Company's derivative financial instruments designated as cash flow hedges | |||
Interest Rate Cash Flow Hedge Liability at Fair Value | 5,205,000 | ||
Other Noncurrent Liabilities [Member] | |||
Fair value of the Company's derivative financial instruments designated as cash flow hedges | |||
Interest Rate Cash Flow Hedge Liability at Fair Value | $2,283,000 | $3,728,000 |
CONTROLLING_AND_NONCONTROLLING2
CONTROLLING AND NON-CONTROLLING INTERESTS IN VANTIV HOLDING (Details) (USD $) | 0 Months Ended | 3 Months Ended | 12 Months Ended | 1 Months Ended | |||||||||||||
15-May-13 | 15-May-13 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Jun. 30, 2009 | Mar. 21, 2012 | 31-May-14 | Dec. 31, 2011 | |
Changes in units and related ownership interest | |||||||||||||||||
Stock Repurchased and Retired During Period, Shares | -17,500,000 | -17,500,000 | |||||||||||||||
Conversion ratio for conversion of units into common stock | 1 | ||||||||||||||||
Net Income (Loss) Attributable to Noncontrolling Interest [Abstract] | |||||||||||||||||
Net income | $81,741,000 | $42,845,000 | $3,313,000 | $41,091,000 | $63,102,000 | $54,605,000 | $45,968,000 | $44,465,000 | $168,990,000 | $208,140,000 | $110,758,000 | ||||||
Items not allocable to non-controlling interests: | |||||||||||||||||
Net income attributable to non-controlling interests | 43,698,000 | 74,568,000 | 53,148,000 | ||||||||||||||
People’s United Merchant Services [Member] | |||||||||||||||||
Changes in units and related ownership interest | |||||||||||||||||
Opening percentage of ownership by parent | 51.00% | ||||||||||||||||
Closing percentage of ownership by parent | 51.00% | ||||||||||||||||
Vantiv Holding [Member] | |||||||||||||||||
Changes in units and related ownership interest | |||||||||||||||||
Balance (in shares) | 190,581,507 | 212,462,816 | 190,581,507 | 212,462,816 | |||||||||||||
Opening percentage of ownership by parent | 74.38% | 66.95% | 74.38% | 66.95% | |||||||||||||
Stock Repurchased and Retired During Period, Shares | -1,936,400 | -20,903,669 | |||||||||||||||
Equity Plan Activity, Shares | -147,273 | -977,640 | |||||||||||||||
Balance (in shares) | 188,497,834 | 190,581,507 | 188,497,834 | 190,581,507 | |||||||||||||
Closing percentage of ownership by parent | 77.17% | 74.38% | 77.17% | 74.38% | |||||||||||||
Adjustment to net assets attributable to non-controlling interest as a result of change in ownership interest | 58,400,000 | 260,200,000 | 58,400,000 | 260,200,000 | |||||||||||||
Vantiv, Inc. | |||||||||||||||||
Items not allocable to non-controlling interests: | |||||||||||||||||
Miscellaneous expenses | 7,725,000 | 58,520,000 | 21,274,000 | ||||||||||||||
Vantiv, Inc. | Vantiv Holding [Member] | |||||||||||||||||
Changes in units and related ownership interest | |||||||||||||||||
Balance (in shares) | 141,758,681 | 142,243,680 | 141,758,681 | 142,243,680 | |||||||||||||
Issuance of Class A common stock in connection with secondary offering (in shares) | -5,780,000 | -21,396,310 | |||||||||||||||
Stock Repurchased and Retired During Period, Shares | -1,936,400 | -20,903,669 | |||||||||||||||
Equity Plan Activity, Shares | -147,273 | -977,640 | |||||||||||||||
Balance (in shares) | 145,455,008 | 141,758,681 | 145,455,008 | 141,758,681 | |||||||||||||
Common Stock | |||||||||||||||||
Changes in units and related ownership interest | |||||||||||||||||
Conversion ratio for conversion of units into common stock | 1 | ||||||||||||||||
Warrant | Fifth Third | |||||||||||||||||
Changes in units and related ownership interest | |||||||||||||||||
Price per unit minus exercise price threshold restriction | $0 | ||||||||||||||||
Warrant price (in dollars per share) | $15.98 | ||||||||||||||||
Warrant fair value | 65,400,000 | ||||||||||||||||
Vantiv Holding [Member] | |||||||||||||||||
Items not allocable to non-controlling interests: | |||||||||||||||||
Net income attributable to Vantiv Holding | 176,715,000 | 266,660,000 | 132,032,000 | ||||||||||||||
Net income attributable to non-controlling interests | 43,698,000 | 74,568,000 | 53,148,000 | ||||||||||||||
Vantiv Holding [Member] | Peoples United Bank [Member] | |||||||||||||||||
Items not allocable to non-controlling interests: | |||||||||||||||||
Net income attributable to non-controlling interests | 676,000 | 0 | 0 | ||||||||||||||
Vantiv Holding [Member] | Fifth Third | |||||||||||||||||
Items not allocable to non-controlling interests: | |||||||||||||||||
Net income attributable to non-controlling interests | 43,022,000 | 74,568,000 | 53,148,000 | ||||||||||||||
Peoples United Bank [Member] | People’s United Merchant Services [Member] | |||||||||||||||||
Changes in units and related ownership interest | |||||||||||||||||
Opening percentage of ownership, non-controlling interest | 49.00% | ||||||||||||||||
Closing percentage of ownership, non-controlling interest | 49.00% | ||||||||||||||||
Noncontrolling Interest in Joint Ventures | 18,800,000 | ||||||||||||||||
Fifth Third | Vantiv Holding [Member] | |||||||||||||||||
Changes in units and related ownership interest | |||||||||||||||||
Balance (in shares) | 48,822,826 | 70,219,136 | 48,822,826 | 70,219,136 | |||||||||||||
Opening percentage of ownership, non-controlling interest | 25.62% | 33.05% | 25.62% | 33.05% | |||||||||||||
Issuance of Class A common stock in connection with secondary offering (in shares) | -5,780,000 | -21,396,310 | |||||||||||||||
Balance (in shares) | 43,042,826 | 48,822,826 | 43,042,826 | 48,822,826 | |||||||||||||
Closing percentage of ownership, non-controlling interest | 22.83% | 25.62% | 22.83% | 25.62% | |||||||||||||
Class A Common Stock | |||||||||||||||||
Changes in units and related ownership interest | |||||||||||||||||
Balance (in shares) | 145,455,008 | 141,758,681 | 145,455,008 | 141,758,681 | |||||||||||||
Class A Common Stock | Common Stock | |||||||||||||||||
Changes in units and related ownership interest | |||||||||||||||||
Balance (in shares) | 141,759,000 | 142,244,000 | 141,759,000 | 142,244,000 | 89,516,000 | ||||||||||||
Stock Repurchased and Retired During Period, Shares | -1,936,000 | -20,904,000 | |||||||||||||||
Balance (in shares) | 145,455,000 | 141,759,000 | 145,455,000 | 141,759,000 | 89,516,000 | ||||||||||||
Class B Common Stock | |||||||||||||||||
Changes in units and related ownership interest | |||||||||||||||||
Balance (in shares) | 43,042,826 | 48,822,826 | 43,042,826 | 48,822,826 | 70,219,136 | ||||||||||||
Class B Common Stock | Common Stock | |||||||||||||||||
Changes in units and related ownership interest | |||||||||||||||||
Balance (in shares) | 0 | ||||||||||||||||
Balance (in shares) | 43,043,000 | 48,823,000 | 43,043,000 | 48,823,000 | 70,219,000 | 0 | |||||||||||
Class C Non-Voting Units | Vantiv Holding [Member] | Warrant | Fifth Third | |||||||||||||||||
Changes in units and related ownership interest | |||||||||||||||||
Warrants issued | $20,400,000 |
COMMITMENTS_CONTINGENCIES_AND_2
COMMITMENTS, CONTINGENCIES AND GUARANTEES (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Future minimum commitments under non-cancelable operating leases | |||
2015 | $5,725,000 | ||
2016 | 4,555,000 | ||
2017 | 4,399,000 | ||
2018 | 4,411,000 | ||
2019 | 3,571,000 | ||
Thereafter | 14,015,000 | ||
Total | 36,676,000 | ||
Rent expense | $9,900,000 | $7,000,000 | $6,600,000 |
EMPLOYEE_BENEFIT_PLANS_Details
EMPLOYEE BENEFIT PLANS (Details) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Compensation and Retirement Disclosure [Abstract] | |||
Expenses associated with the defined contribution savings plan | $7.30 | $5.90 | $4.50 |
CAPITAL_STOCK_Details
CAPITAL STOCK (Details) (USD $) | 0 Months Ended | 12 Months Ended | 0 Months Ended | 3 Months Ended | 0 Months Ended | 11 Months Ended | 0 Months Ended | |||
15-May-13 | 15-May-13 | Dec. 31, 2014 | Dec. 31, 2013 | Oct. 22, 2013 | Dec. 31, 2013 | Feb. 12, 2014 | Dec. 31, 2014 | Mar. 21, 2012 | Dec. 31, 2012 | |
Common Stock | ||||||||||
Share price (in dollars per share) | $17 | |||||||||
Stock Repurchased and Retired During Period, Shares | 17,500,000 | 17,500,000 | ||||||||
Stock Repurchased and Retired During Period, Value | $59,364,000 | $503,225,000 | ||||||||
Preferred Stock | ||||||||||
Authorized preferred stock (in shares) | 10,000,000 | 10,000,000 | 10,000,000 | 10,000,000 | ||||||
Preferred stock par value (in dollars per share) | $0.00 | $0.00 | $0.00 | $0.00 | ||||||
Preferred stock, shares outstanding (in shares) | 0 | 0 | 0 | 0 | ||||||
October 2013 Authorized Share Repurchase Program [Member] | ||||||||||
Common Stock | ||||||||||
Stock Repurchase Program, Authorized Amount | 137,000,000 | |||||||||
Stock Repurchased and Retired During Period, Shares | 1,100,000 | 3,500,000 | ||||||||
Stock Repurchased and Retired During Period, Value | 34,000,000 | 103,000,000 | ||||||||
February 2014 Authorized Share Repurchase Program [Member] | ||||||||||
Common Stock | ||||||||||
Stock Repurchase Program, Authorized Amount | 300,000,000 | |||||||||
Stock Repurchased and Retired During Period, Shares | 828,000 | |||||||||
Stock Repurchased and Retired During Period, Value | 25,000,000 | |||||||||
Stock Repurchase Program, Remaining Authorized Repurchase Amount | 275,000,000 | |||||||||
Paid-in Capital | ||||||||||
Common Stock | ||||||||||
Stock Repurchase and Retired During Period, Value, Excluding Costs Associated with Stock Repurchase | 400,000,000 | 400,000,000 | ||||||||
Stock Repurchased and Retired During Period, Value | $59,364,000 | $503,225,000 | ||||||||
Class A Common Stock | ||||||||||
Common Stock | ||||||||||
Authorized common stock (in shares) | 890,000,000 | 890,000,000 | 890,000,000 | 890,000,000 | ||||||
Common stock, par value (in dollars per share) | $0.00 | $0.00 | $0.00 | $0.00 | ||||||
Number of votes per share to which holders are entitled on all matters submitted to a vote | 1 | |||||||||
Aggregate number of common stock issued and sold in public in IPO (in shares) | 33,823,800 | |||||||||
Common stock issued to underwriters under an over-allotment option (in shares) | 4,411,800 | |||||||||
Share price (in dollars per share) | $17 | |||||||||
Number of common stock issued and sold in public in IPO (in shares) | 29,412,000 | |||||||||
Common stock, shares outstanding (in shares) | 145,455,008 | 141,758,681 | 141,758,681 | 145,455,008 | ||||||
Class A Common Stock | Capital Unit, Class B | Vantiv Holding | ||||||||||
Common Stock | ||||||||||
Conversion ratio for conversion of units into common stock | 1 | 1 | ||||||||
Class B Common Stock | ||||||||||
Common Stock | ||||||||||
Authorized common stock (in shares) | 100,000,000 | 100,000,000 | 100,000,000 | 100,000,000 | ||||||
Number of common stock issued and sold in public in IPO (in shares) | 86,005,200 | |||||||||
Common stock, shares outstanding (in shares) | 43,042,826 | 48,822,826 | 48,822,826 | 43,042,826 | 70,219,136 | |||||
Class B Common Stock | Maximum | ||||||||||
Common Stock | ||||||||||
Voting power as percentage of total voting power | 18.50% |
SHAREBASED_COMPENSATION_PLANS_1
SHARE-BASED COMPENSATION PLANS SHARE-BASED COMPENSATION PLANS- RESTRICTED STOCK (Details) (USD $) | 12 Months Ended | ||||
In Millions, except Share data, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Mar. 21, 2012 | Jun. 30, 2009 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Additional Disclosures [Abstract] | |||||
Share price (in dollars per share) | $17 | ||||
Phantom Equity Plan [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Additional Disclosures [Abstract] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 15,300,000 | ||||
Equity Incentive Plan 2012 | Restricted Stock | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period, Fair Value | $20.10 | $22.40 | $3.60 | ||
Time Awards [Member] | Equity Incentive Plan 2012 | Restricted Stock | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |||||
Non-vested beginning of period | 950,089 | ||||
Vested in Period | -661,050 | ||||
Forfeited in Period | -48,952 | ||||
Non-vested end of period | 240,087 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | |||||
Non-vested beginning of period, Weighted Average Grant Date Fair Value | $4.02 | ||||
Vested in Period, Weighted Average Grant Date Fair Value | $4.08 | ||||
Forfeitures, Weighted Average Grant Date Fair Value | $3.76 | ||||
Non-vested end of period, Weighted Average Grant Date Fair Value | $4.01 | ||||
Unvested Time Awards [Member] | Equity Incentive Plan 2012 | Restricted Stock | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Additional Disclosures [Abstract] | |||||
Grants in Period | 3,073,118 | ||||
Performance Awards [Member] | Restricted Stock | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Additional Disclosures [Abstract] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Requisite Service Period | 3 years | ||||
Performance Awards [Member] | Equity Incentive Plan 2012 | Restricted Stock | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |||||
Non-vested beginning of period | 2,055,814 | ||||
Vested in Period | -1,025,459 | ||||
Forfeited in Period | -17,144 | ||||
Non-vested end of period | 1,013,211 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | |||||
Non-vested beginning of period, Weighted Average Grant Date Fair Value | $17 | ||||
Vested in Period, Weighted Average Grant Date Fair Value | $17 | ||||
Forfeitures, Weighted Average Grant Date Fair Value | $17 | ||||
Non-vested end of period, Weighted Average Grant Date Fair Value | $17 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Additional Disclosures [Abstract] | |||||
Grants in Period | 3,560,223 | ||||
Class A Common Stock | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Additional Disclosures [Abstract] | |||||
Share price (in dollars per share) | $17 | ||||
Class A Common Stock | Equity Incentive Plan 2012 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Additional Disclosures [Abstract] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 35,500,000 | ||||
Class A Common Stock | Vested Time Awards [Member] | Equity Incentive Plan 2012 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Additional Disclosures [Abstract] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Shares Issued in Period | 1,381,135 |
SHAREBASED_COMPENSATION_PLANS_2
SHARE-BASED COMPENSATION PLANS SHARE-BASED COMPENSATION PLANS- RESTRICTED STOCK UNITS (Details) (Restricted Stock Units (RSUs), USD $) | 12 Months Ended | 0 Months Ended | |
In Millions, except Share data, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Mar. 21, 2012 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |||
Non-vested beginning of period | 802,144 | ||
Grants in Period | 496,847 | ||
Vested in Period | -155,534 | ||
Forfeited in Period | -162,962 | ||
Non-vested end of period | 980,495 | ||
Equity Incentive Plan 2012 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | |||
Non-vested beginning of period, Weighted Average Grant Date Fair Value | 22.63 | ||
Grants in Period, Weighted Average Grant Date Fair Value | 31.3 | ||
Vested in Period, Weighted Average Grant Date Fair Value | 23.93 | ||
Forfeitures, Weighted Average Grant Date Fair Value | 25.07 | ||
Non-vested end of period, Weighted Average Grant Date Fair Value | 26.41 | $22.63 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Additional Disclosures [Abstract] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period, Fair Value | 3.7 | $0.10 | |
Board of Directors | Equity Incentive Plan 2012 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |||
Grants in Period | 74,110 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Additional Disclosures [Abstract] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 1 year | ||
Active Employees | Equity Incentive Plan 2012 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |||
Grants in Period | 231,100 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Additional Disclosures [Abstract] | |||
Share Based Compensation Arrangement by Share Based Payment Award, Number of Employees to whom Awards, Issued | 2,311 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Maximum Number of Shares Per Employee | 100 | ||
Minimum | Active Employees | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Additional Disclosures [Abstract] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 3 years | ||
Maximum | Active Employees | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Additional Disclosures [Abstract] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 4 years |
SHAREBASED_COMPENSATION_PLANS_3
SHARE-BASED COMPENSATION PLANS SHARE-BASED COMPENSATION PLANS- STOCK OPTIONS (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract] | ||
Options, Exercises in Period, Weighted Average Exercise Price | $16.60 | |
Options, Expirations in Period, Weighted Average Exercise Price | $0 | |
Options, Forfeitures in Period, Weighted Average Exercise Price | $22.77 | |
Options, Exercisable, Weighted Average Exercise Price | $17.83 | |
Options, Exercisable, Weighted Average Remaining Contractual Term | 7 years 8 months 24 days | |
Options, Exercises in Period, Intrinsic Value | $4,378,000 | |
Options, Exercisable, Intrinsic Value | 6,135,000 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested in Period, Fair Value | 10,200,000 | |
Employee Stock Option | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | ||
Options outstanding beginning of period | 649,613 | |
Options, Exercises in Period | -270,603 | |
Options, Expirations in Period | 0 | |
Options, Forfeitures in Period | -107,066 | |
Options outstanding end of period | 2,732,760 | 649,613 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract] | ||
Options, Outstanding, Weighted Average Exercise Price at December 31, 2013 | $21.95 | |
Options, Outstanding, Weighted Average Exercise Price at December 31, 2014 | $21.10 | $21.95 |
Options, Vested and Expected to Vest, Exercisable, Number | 381,195 | |
Options, Outstanding, Weighted Average Remaining Contractual Term | 8 years 4 months 23 days | 9 years 1 month 27 days |
Options, Outstanding, Intrinsic Value | $35,039,000 | $6,925,000 |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 10 years | |
Mercury Payment Systems, LLC 2010 Unit Incentive Plan [Member] | Employee Stock Option | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | ||
Options, Grants in Period | 1,750,519 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract] | ||
Options, Weighted Average Exercise Price | $16.17 | |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract] | ||
Options, Grants in Period | 1,750,519 | |
Options, Weighted Average Exercise Price | $16.17 | |
Fair Value Assumptions, Expected Dividend Rate | 0.00% | |
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 4 years 6 months | |
Equity Incentive Plan 2012 | Employee Stock Option | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | ||
Options, Grants in Period | 710,297 | 659,938 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract] | ||
Options, Weighted Average Exercise Price | $31.02 | $21.95 |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract] | ||
Options, Grants in Period | 710,297 | 659,938 |
Options, Weighted Average Exercise Price | $31.02 | $21.95 |
Fair Value Assumptions, Expected Term | 6 years 3 months | 6 years 3 months |
Fair Value Assumptions, Expected Volatility Rate | 25.00% | 30.60% |
Fair Value Assumptions, Expected Dividend Rate | 0.00% | 0.00% |
Fair Value Assumptions, Risk Free Interest Rate | 1.93% | 1.15% |
Options, Grants in Period, Weighted Average Grant Date Fair Value | $9.07 | $7.10 |
Minimum | Mercury Payment Systems, LLC 2010 Unit Incentive Plan [Member] | Employee Stock Option | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract] | ||
Options, Weighted Average Exercise Price | $10.18 | |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract] | ||
Options, Weighted Average Exercise Price | $10.18 | |
Fair Value Assumptions, Expected Term | 3 years | |
Fair Value Assumptions, Expected Volatility Rate | 24.80% | |
Fair Value Assumptions, Risk Free Interest Rate | 0.93% | |
Options, Grants in Period, Weighted Average Grant Date Fair Value | $17.75 | |
Share-based Compensation Arrangement by Share-based Payment Award, Acceleration Period | 12 months | |
Maximum | Mercury Payment Systems, LLC 2010 Unit Incentive Plan [Member] | Employee Stock Option | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract] | ||
Options, Weighted Average Exercise Price | $29.79 | |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract] | ||
Options, Weighted Average Exercise Price | $29.79 | |
Fair Value Assumptions, Expected Term | 6 years | |
Fair Value Assumptions, Expected Volatility Rate | 30.80% | |
Fair Value Assumptions, Risk Free Interest Rate | 1.96% | |
Options, Grants in Period, Weighted Average Grant Date Fair Value | $29.79 | |
Share-based Compensation Arrangement by Share-based Payment Award, Acceleration Period | 24 months | |
Four annual increments [Member] | Equity Incentive Plan 2012 | Employee Stock Option | ||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percent | 25.00% | |
Vesting percentage after one year [Member] | Mercury Payment Systems, LLC 2010 Unit Incentive Plan [Member] | Employee Stock Option | ||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percent | 22.22% |
SHAREBASED_COMPENSATION_PLANS_4
SHARE-BASED COMPENSATION PLANS SHARE-BASED COMPENSATION PLANS- PERFORMANCE SHARE UNITS (Details) (USD $) | 12 Months Ended | ||
In Millions, except Share data, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Additional Disclosures [Abstract] | |||
Allocated Share-based Compensation Expense | $42.20 | $29.70 | $33.40 |
Employee Service Share-based Compensation, Tax Benefit from Compensation Expense | 12.9 | 8.5 | 9.9 |
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized | 52.9 | ||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 2 years 1 month 16 days | ||
Equity Incentive Plan 2012 | Performance Shares | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |||
Non-vested beginning of period | 430,490 | ||
Grants in Period | 207,647 | ||
Vested in Period | -59,815 | ||
Forfeited in Period | -70,225 | ||
Non-vested end of period | 508,097 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | |||
Non-vested beginning of period, Weighted Average Grant Date Fair Value | $26.97 | ||
Grants in Period, Weighted Average Grant Date Fair Value | $31.02 | ||
Vested in Period, Weighted Average Grant Date Fair Value | $31.76 | ||
Forfeitures, Weighted Average Grant Date Fair Value | $29.17 | ||
Non-vested end of period, Weighted Average Grant Date Fair Value | $27.76 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Additional Disclosures [Abstract] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period, Fair Value | $1.90 | ||
Grants in Period | 207,647 | ||
Performance Share Units Minimum Number of Shares Authorized to Award | 0.00% | ||
Performance Share Units Maximum Number of Shares Authorized to Award | 200.00% |
INCOME_TAXES_Details
INCOME TAXES (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Income Tax Disclosure [Abstract] | |||
Deferred Tax Assets, Valuation Allowance | $0 | $0 | |
Current income tax expense: | |||
U.S. income taxes | 29,234,000 | 48,494,000 | 40,747,000 |
State and local income taxes | 4,474,000 | 3,926,000 | 5,754,000 |
Total current tax expense | 33,708,000 | 52,420,000 | 46,501,000 |
Deferred income tax expense: | |||
U.S. income taxes | 36,070,000 | 30,264,000 | 366,000 |
State and local income taxes | -3,601,000 | 1,076,000 | -14,000 |
Total deferred tax expense | 32,469,000 | 31,340,000 | 352,000 |
Applicable income tax expense | 66,177,000 | 83,760,000 | 46,853,000 |
Reconciliation of the U.S. income tax rate and the Company's effective tax rate | |||
Federal statutory tax rate | 35.00% | 35.00% | 35.00% |
State taxes-net of federal benefit | 2.60% | 2.70% | 3.10% |
Change in state and local tax law | 0.00% | 0.00% | -0.20% |
Deferred rate impact | -3.10% | 0.00% | 0.00% |
Non-controlling interest | -5.60% | -8.50% | -8.40% |
Other-net | -0.80% | -0.50% | 0.20% |
Effective tax rate | 28.10% | 28.70% | 29.70% |
Deferred tax assets | |||
Net operating losses | 29,296,000 | 24,001,000 | |
Employee benefits | 46,000 | 126,000 | |
Other assets | 813,000 | 760,000 | |
Other accruals and reserves | 55,427,000 | 2,922,000 | |
Partnership basis | 430,525,000 | 363,514,000 | |
Deferred tax assets | 516,107,000 | 391,323,000 | |
Deferred tax liabilities | |||
Property and equipment | -7,849,000 | -5,925,000 | |
Goodwill and intangible assets | -98,675,000 | -52,606,000 | |
Deferred tax liability | -106,524,000 | -58,531,000 | |
Deferred tax asset-net | $409,583,000 | $332,792,000 |
INCOME_TAXES_Narrative_Details
INCOME TAXES - Narrative (Details) (USD $) | 0 Months Ended | 1 Months Ended | 12 Months Ended | ||
Jun. 13, 2014 | Jun. 30, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2014 | |
Operating Loss Carryforwards [Line Items] | |||||
Tax Receivable Agreement Liability Recorded | $137,860,000 | $109,400,000 | $329,400,000 | $154,000,000 | |
Deferred tax assets attributable to exchange of units of subsidiary | 235,900,000 | 92,000,000 | |||
Internal Revenue Service (IRS) | |||||
Operating Loss Carryforwards [Line Items] | |||||
Tax loss carryforwards | 81,700,000 | ||||
State and Local Jurisdiction | |||||
Operating Loss Carryforwards [Line Items] | |||||
Tax loss carryforwards | 6,500,000 | ||||
Income tax receivable | $4,500,000 | $9,400,000 |
FAIR_VALUE_MEASUREMENTS_Detail
FAIR VALUE MEASUREMENTS (Details) (USD $) | 12 Months Ended | |||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Mar. 21, 2012 |
Assets and liabilities measured at fair value on a recurring basis | ||||
Tax Receivable Agreements Change in Value | ($25,839) | |||
Liabilities: | ||||
Tax Receivable Agreements Obligation | 772,482 | 559,700 | 484,700 | 330,700 |
Recurring basis | Level 1 | Interest rate swaps | ||||
Assets: | ||||
Interest Rate Cash Flow Hedge Asset at Fair Value | 0 | 0 | ||
Liabilities: | ||||
Interest Rate Cash Flow Hedge Liability at Fair Value | 0 | 0 | ||
Recurring basis | Level 2 | Interest rate swaps | ||||
Assets: | ||||
Interest Rate Cash Flow Hedge Asset at Fair Value | 104 | 4,545 | ||
Liabilities: | ||||
Interest Rate Cash Flow Hedge Liability at Fair Value | 7,488 | 3,728 | ||
Recurring basis | Level 3 | Interest rate swaps | ||||
Assets: | ||||
Interest Rate Cash Flow Hedge Asset at Fair Value | 0 | 0 | ||
Liabilities: | ||||
Interest Rate Cash Flow Hedge Liability at Fair Value | 0 | 0 | ||
Mercury Payment Systems, LLC | ||||
Assets and liabilities measured at fair value on a recurring basis | ||||
Tax Receivable Agreements Change in Value | 14,560 | |||
Liabilities: | ||||
Tax Receivable Agreements Obligation | 152,420 | |||
Mercury Payment Systems, LLC | Recurring basis | Level 1 | ||||
Liabilities: | ||||
Tax Receivable Agreements Obligation | 0 | 0 | ||
Mercury Payment Systems, LLC | Recurring basis | Level 2 | ||||
Liabilities: | ||||
Tax Receivable Agreements Obligation | 0 | 0 | ||
Mercury Payment Systems, LLC | Recurring basis | Level 3 | ||||
Liabilities: | ||||
Tax Receivable Agreements Obligation | $152,420 | $0 |
FAIR_VALUE_MEASUREMENTS_Detail1
FAIR VALUE MEASUREMENTS (Details 2) (USD $) | 3 Months Ended | 12 Months Ended | ||
Jun. 30, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Liabilites: | ||||
Asset Impairment Charges | $34,300,000 | $34,267,000 | $0 | $0 |
Finite-Lived Trade Names, Gross | 6,700,000 | |||
Non-recurring basis | Carrying Amount | ||||
Liabilites: | ||||
Note payable | 3,393,738,000 | 1,811,250,000 | ||
Non-recurring basis | Fair Value | ||||
Liabilites: | ||||
Note payable | $3,310,181,000 | $1,815,459,000 |
NET_INCOME_PER_SHARE_Narrative
NET INCOME PER SHARE (Narrative) (Details) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Earnings Per Share [Abstract] | |||
Adjusted Effective Tax Rate | 36.50% | 38.50% | |
Performance Share Units | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Number of shares attributable to conversion of performance share units into shares of Class A common stock excluded from computation of diluted EPS (in shares) | 508,097 | 430,490 | |
Class A Common Stock | |||
Earnings Per Share [Abstract] | |||
Common Stock, Shares, Outstanding | 145,455,008 | 141,758,681 | |
Class B Common Stock | |||
Earnings Per Share [Abstract] | |||
Common Stock, Shares, Outstanding | 43,042,826 | 48,822,826 | 70,219,136 |
Vantiv Holding | Capital Unit, Class B | Class A Common Stock | |||
Earnings Per Share [Abstract] | |||
Conversion ratio for conversion of units into common stock | 1 |
NET_INCOME_PER_SHARE_Details
NET INCOME PER SHARE (Details) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, except Share data, unless otherwise specified | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Basic: | |||||||||||
Net income attributable to Vantiv, Inc. | $68,579 | $29,986 | ($1,409) | $28,136 | $42,834 | $35,711 | $28,908 | $26,119 | $125,292 | $133,572 | $57,610 |
Shares used in computing basic net income per share: | |||||||||||
Basic net income per share (in dollars per share) | $0.48 | $0.21 | ($0.01) | $0.20 | $0.30 | $0.26 | $0.21 | $0.19 | |||
Diluted: | |||||||||||
Income before applicable income taxes | 235,167 | 291,900 | 157,611 | ||||||||
Income tax expense excluding impact of non-controlling interest | 85,836 | 112,382 | |||||||||
Shares used in computing diluted net income per share: | |||||||||||
Diluted net income per share (in dollars per share) | $0.35 | $0.20 | ($0.01) | $0.18 | $0.26 | $0.24 | $0.20 | $0.18 | |||
Class A Common Stock | |||||||||||
Shares used in computing basic net income per share: | |||||||||||
Weighted-average Class A common shares (in shares) | 141,936,933 | 138,836,314 | 116,258,204 | ||||||||
Basic net income per share (in dollars per share) | $0.88 | $0.96 | $0.50 | ||||||||
Diluted: | |||||||||||
Net income attributable to Vantiv, Inc. | $149,331 | $179,518 | $57,610 | ||||||||
Shares used in computing diluted net income per share: | |||||||||||
Weighted-average Class A common shares (in shares) | 141,936,933 | 138,836,314 | 116,258,204 | ||||||||
Warrant (in shares) | 10,121,483 | 7,522,801 | 4,935,301 | ||||||||
Diluted weighted-average shares outstanding (in shares) | 199,170,813 | 206,027,557 | 122,747,362 | ||||||||
Diluted net income per share (in dollars per share) | $0.75 | $0.87 | $0.47 | ||||||||
Class A Common Stock | Restricted Stock | |||||||||||
Shares used in computing diluted net income per share: | |||||||||||
Class A common stock equivalents included in the computation of diluted net income per share | 1,321,890 | 1,751,816 | 1,553,857 | ||||||||
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 | 318,175 | 10,034 | |||||||||
Class B Common Stock | |||||||||||
Shares used in computing diluted net income per share: | |||||||||||
Weighted-average Class A common shares (in shares) | 45,472,332 | 57,906,592 |
ACCUMULATED_OTHER_COMPREHENSIV2
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) (Details) (USD $) | 12 Months Ended | |||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Accumulated Other Comprehensive Income (Loss), Net of Tax | $264 | $0 | ($9,514) | |
Accumulated Other Comprehensive Income (Loss), Foreign Currency Translation Adjustment, Net of Tax | 0 | |||
Other Comprehensive Income (Loss), Unrealized Gain (Loss) on Derivatives Arising During Period, before Tax | -11,240 | 244 | ||
Other Comprehensive Income (Loss), Unrealized Gain (Loss) on Derivatives Arising During Period, Tax | 3,114 | 3 | ||
Unrealized gain (loss) on cash flow hedges | -8,126 | 247 | ||
Other Comprehensive Income (Loss), Reclassification Adjustment from AOCI on Derivatives, before Tax | 3,040 | 573 | 29,424 | |
Other Comprehensive Income (Loss), Reclassification Adjustment from AOCI on Derivatives, Tax | -874 | -157 | -5,495 | |
Unrealized gain on hedging activities, net of tax | 2,166 | 416 | 23,929 | |
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, before Tax | -212 | |||
Other Comprehensive Income (Loss), Foreign Currency Translation Adjustment, Tax | 0 | |||
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax | -212 | |||
Pretax activity | -8,412 | 817 | 29,424 | |
Tax effect | 2,240 | -154 | -5,495 | |
Net activity | -6,172 | 663 | 23,929 | |
Comprehensive (Income) Loss, Net of Tax, Attributable to Noncontrolling Interest | -41,558 | -74,967 | -67,563 | |
Comprehensive income attributable to Vantiv, Inc. | 121,260 | 133,836 | 67,124 | |
Accumulated Other Comprehensive Income (Loss), Foreign Currency Translation Adjustment, Net of Tax | -212 | 0 | ||
Accumulated Other Comprehensive Income (Loss), Net of Tax | -3,768 | 264 | 0 | |
Non-Controlling Interests | ||||
Other Comprehensive Income (Loss), Unrealized Gain (Loss), Net of Tax | 2,843 | -252 | ||
Other Comprehensive Income (Loss) Reclassification Adjustment, Net of Tax | -703 | -147 | -14,415 | |
Other Comprehensive (Income) Loss, Foreign Currency Transaction and Translation Adjustment, Net of Tax, Portion Attributable to Noncontrolling Interest | 0 | |||
Net activity | -2,140 | 399 | 14,415 | |
Comprehensive (Income) Loss, Net of Tax, Attributable to Noncontrolling Interest | 2,140 | -399 | -14,415 | |
Vantiv, Inc. | ||||
Other Comprehensive Income (Loss), Unrealized Gain (Loss), Net of Tax | -5,283 | -5 | ||
Other Comprehensive Income (Loss) Reclassification Adjustment, Net of Tax | 1,463 | 269 | 9,514 | |
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax, Portion Attributable to Parent | -212 | |||
Comprehensive income attributable to Vantiv, Inc. | -4,032 | 264 | 9,514 | |
Accumulated Net Gain (Loss) from Cash Flow Hedges | ||||
Accumulated Other Comprehensive Income (Loss), Net of Tax | -5,288 | -5 | 0 | |
Reclassification out of Accumulated Other Comprehensive Income [Member] | ||||
Accumulated Other Comprehensive Income (Loss), Net of Tax | -9,514 | |||
Accumulated Other Comprehensive Income (Loss), Net of Tax | $1,732 | $269 | $0 | ($9,514) |
RELATED_PARTY_TRANSACTIONS_Det
RELATED PARTY TRANSACTIONS (Details) (USD $) | 12 Months Ended | 0 Months Ended | 12 Months Ended | |||||
In Millions, except Share data, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Jul. 02, 2009 | Dec. 31, 2011 | Dec. 31, 2010 | Dec. 31, 2009 | Jun. 30, 2009 |
Vantiv Holding [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Common Stock, Shares, Outstanding | 188,497,834 | 190,581,507 | 212,462,816 | |||||
Fifth Third | ||||||||
Related Party Transaction [Line Items] | ||||||||
Interest expense | $5.40 | $7.30 | $10.20 | |||||
Deposits held with related party | 362.8 | 146.3 | ||||||
Interest income on deposit | 1.7 | 1.4 | 0.9 | |||||
Fifth Third | Vantiv Holding [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Common Stock, Shares, Outstanding | 43,042,826 | 48,822,826 | 70,219,136 | |||||
Ownership percentage by noncontrolling owners | 22.83% | 25.62% | 33.05% | |||||
Class B Common Stock | ||||||||
Related Party Transaction [Line Items] | ||||||||
Common Stock, Shares, Outstanding | 43,042,826 | 48,822,826 | 70,219,136 | |||||
Maximum | Class B Common Stock | ||||||||
Related Party Transaction [Line Items] | ||||||||
Voting power as percentage of total voting power | 18.50% | |||||||
Commitment Fees | Fifth Third | ||||||||
Related Party Transaction [Line Items] | ||||||||
Cost of services received | 0.2 | 0.3 | 0.4 | |||||
Master Lease Agreement | Fifth Third | ||||||||
Related Party Transaction [Line Items] | ||||||||
Term of agreement with related party | 5 years | |||||||
Master Sublease Agreement | Fifth Third | ||||||||
Related Party Transaction [Line Items] | ||||||||
Term of agreement with related party | 5 years | |||||||
Master Lease Agreement / Master Sublease Agreement | Fifth Third | ||||||||
Related Party Transaction [Line Items] | ||||||||
Cost of services received | 3.8 | 3.6 | 3.7 | |||||
Referral Agreement | Fifth Third | ||||||||
Related Party Transaction [Line Items] | ||||||||
Cost of services received | 0.3 | 0.4 | 0.5 | |||||
Clearing Settlement and Sponsorship Agreement and Treasury Management Agreement | Fifth Third | ||||||||
Related Party Transaction [Line Items] | ||||||||
Cost of services received | 2.8 | 2.2 | 1.4 | |||||
Transition Services Agreement | Fifth Third | ||||||||
Related Party Transaction [Line Items] | ||||||||
Cost of services received | 0.5 | 0.5 | 1.1 | |||||
Management Agreement | Advent | ||||||||
Related Party Transaction [Line Items] | ||||||||
Payments to related party | 1 | 1 | ||||||
Amount due under agreement in year one | 0.5 | |||||||
Amount due under agreement annually after year one | 1 | |||||||
Warrant | Class C Non-Voting Units | Vantiv Holding [Member] | Fifth Third | ||||||||
Related Party Transaction [Line Items] | ||||||||
Warrants issued | $20.40 |
SEGMENT_INFORMATION_Details
SEGMENT INFORMATION (Details) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Result of operation for each segment | |||||||||||
Total revenue | $733,785 | $697,109 | $608,731 | $537,578 | $558,355 | $532,347 | $519,409 | $497,966 | $2,577,203 | $2,108,077 | $1,863,239 |
Network fees and other costs | 331,635 | 316,592 | 277,392 | 249,046 | 249,733 | 238,141 | 222,502 | 225,065 | 1,174,665 | 935,441 | 840,597 |
Sales and marketing | 116,169 | 111,233 | 90,507 | 78,444 | 80,081 | 79,551 | 76,436 | 75,976 | 396,353 | 312,044 | 280,644 |
Segment profit | 1,006,185 | 860,592 | 741,998 | ||||||||
Operating Segments [Member] | Merchant Services | |||||||||||
Result of operation for each segment | |||||||||||
Total revenue | 2,100,367 | 1,639,157 | 1,409,158 | ||||||||
Network fees and other costs | 1,033,801 | 801,463 | 709,341 | ||||||||
Sales and marketing | 367,998 | 286,200 | 255,887 | ||||||||
Segment profit | 698,568 | 551,494 | 443,930 | ||||||||
Operating Segments [Member] | Financial Institution Services | |||||||||||
Result of operation for each segment | |||||||||||
Total revenue | 476,836 | 468,920 | 454,081 | ||||||||
Network fees and other costs | 140,864 | 133,978 | 131,256 | ||||||||
Sales and marketing | 28,355 | 25,844 | 24,757 | ||||||||
Segment profit | $307,617 | $309,098 | $298,068 |
SEGMENT_INFORMATION_Details_2
SEGMENT INFORMATION (Details 2) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Reconciliation of total segment profit to the company's (loss) income before applicable income taxes | |||||||||||
Total segment profit | $1,006,185 | $860,592 | $741,998 | ||||||||
Less: Other operating costs | -64,657 | -60,659 | -56,754 | -60,369 | -52,462 | -48,340 | -49,268 | -50,560 | -242,439 | -200,630 | -158,374 |
Less: General and administrative | -47,406 | -45,422 | -48,552 | -32,606 | -33,257 | -27,489 | -29,862 | -31,099 | -173,986 | -121,707 | -118,231 |
Less: Depreciation and amortization | -275,069 | -185,453 | -160,538 | ||||||||
Less: Interest expense—net | -79,701 | -40,902 | -54,572 | ||||||||
Less: Non-operating income (expense) | 177 | -20,000 | -92,672 | ||||||||
Income before applicable income taxes | $235,167 | $291,900 | $157,611 |
QUARTERLY_CONSOLIDATED_RESULTS2
QUARTERLY CONSOLIDATED RESULTS OF OPERATIONS (UNAUDITED) (Details) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Quarterly Financial Information Disclosure [Abstract] | |||||||||||
Revenue | $733,785 | $697,109 | $608,731 | $537,578 | $558,355 | $532,347 | $519,409 | $497,966 | $2,577,203 | $2,108,077 | $1,863,239 |
Network fees and other costs | 331,635 | 316,592 | 277,392 | 249,046 | 249,733 | 238,141 | 222,502 | 225,065 | 1,174,665 | 935,441 | 840,597 |
Net revenue | 402,150 | 380,517 | 331,339 | 288,532 | 308,622 | 294,206 | 296,907 | 272,901 | |||
Sales and marketing | 116,169 | 111,233 | 90,507 | 78,444 | 80,081 | 79,551 | 76,436 | 75,976 | 396,353 | 312,044 | 280,644 |
Other operating costs | 64,657 | 60,659 | 56,754 | 60,369 | 52,462 | 48,340 | 49,268 | 50,560 | 242,439 | 200,630 | 158,374 |
General and administrative | 47,406 | 45,422 | 48,552 | 32,606 | 33,257 | 27,489 | 29,862 | 31,099 | 173,986 | 121,707 | 118,231 |
Depreciation and amortization | 70,893 | 65,289 | 89,041 | 49,846 | 49,025 | 48,604 | 44,528 | 43,296 | 240,802 | 185,453 | 160,538 |
Income from operations | 103,025 | 97,914 | 46,485 | 67,267 | 93,797 | 90,222 | 96,813 | 71,970 | 314,691 | 352,802 | 304,855 |
Net income | 81,741 | 42,845 | 3,313 | 41,091 | 63,102 | 54,605 | 45,968 | 44,465 | 168,990 | 208,140 | 110,758 |
Net income (loss) attributable to Vantiv, Inc. | $68,579 | $29,986 | ($1,409) | $28,136 | $42,834 | $35,711 | $28,908 | $26,119 | $125,292 | $133,572 | $57,610 |
Net income per share attributable to Vantiv, Inc. Class A common stock: | |||||||||||
Basic (in dollars per share) | $0.48 | $0.21 | ($0.01) | $0.20 | $0.30 | $0.26 | $0.21 | $0.19 | |||
Diluted (in dollars per share) | $0.35 | $0.20 | ($0.01) | $0.18 | $0.26 | $0.24 | $0.20 | $0.18 |
CONDENSED_FINANCIAL_INFORMATIO1
CONDENSED FINANCIAL INFORMATION OF REGISTRANT Condensed Consolidated Statement of Income (Parent Company Only) (Details) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Condensed Income Statements, Captions [Line Items] | |||||||||||
General and administrative | $47,406 | $45,422 | $48,552 | $32,606 | $33,257 | $27,489 | $29,862 | $31,099 | $173,986 | $121,707 | $118,231 |
Income (loss) from operations | 103,025 | 97,914 | 46,485 | 67,267 | 93,797 | 90,222 | 96,813 | 71,970 | 314,691 | 352,802 | 304,855 |
Interest expense—net | -79,701 | -40,902 | -54,572 | ||||||||
Non-operating income (expense) | 177 | -20,000 | -92,672 | ||||||||
Income before applicable income taxes | 235,167 | 291,900 | 157,611 | ||||||||
Income tax expense | 66,177 | 83,760 | 46,853 | ||||||||
Net income | 81,741 | 42,845 | 3,313 | 41,091 | 63,102 | 54,605 | 45,968 | 44,465 | 168,990 | 208,140 | 110,758 |
Net income (loss) attributable to Vantiv, Inc. | 68,579 | 29,986 | -1,409 | 28,136 | 42,834 | 35,711 | 28,908 | 26,119 | 125,292 | 133,572 | 57,610 |
Vantiv, Inc. | |||||||||||
Condensed Income Statements, Captions [Line Items] | |||||||||||
General and administrative | 181 | 0 | 0 | ||||||||
Income (loss) from operations | -181 | 0 | 0 | ||||||||
Non-operating income (expense) | 40,399 | 0 | 0 | ||||||||
Income before applicable income taxes | 40,218 | 0 | 0 | ||||||||
Income tax expense | 47,943 | 58,520 | 21,274 | ||||||||
Net income | -7,725 | -58,520 | -21,274 | ||||||||
Equity in net income of subsidiaries | 133,017 | 192,092 | 78,884 | ||||||||
Net income (loss) attributable to Vantiv, Inc. | $125,292 | $133,572 | $57,610 |
CONDENSED_FINANCIAL_INFORMATIO2
CONDENSED FINANCIAL INFORMATION OF REGISTRANT Condensed Consolidated Statements of Comprehensive Income (Parent Company Only) (Details) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Condensed Financial Statements, Captions [Line Items] | |||||||||||
Net income (loss) attributable to Vantiv, Inc. | $68,579 | $29,986 | ($1,409) | $28,136 | $42,834 | $35,711 | $28,908 | $26,119 | $125,292 | $133,572 | $57,610 |
Gain (loss) on cash flow hedges and other | -6,172 | 663 | 23,929 | ||||||||
Comprehensive income attributable to Vantiv, Inc. | 121,260 | 133,836 | 67,124 | ||||||||
Vantiv, Inc. | |||||||||||
Condensed Financial Statements, Captions [Line Items] | |||||||||||
Net income (loss) attributable to Vantiv, Inc. | 125,292 | 133,572 | 57,610 | ||||||||
Gain (loss) on cash flow hedges and other | -4,032 | 264 | 9,514 | ||||||||
Comprehensive income attributable to Vantiv, Inc. | $121,260 | $133,836 | $67,124 |
CONDENSED_FINANCIAL_INFORMATIO3
CONDENSED FINANCIAL INFORMATION OF REGISTRANT Condensed Consolidated Statements of Financial Position (Parent Company Only) (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Current assets: | ||
Related party receivable | $6,164 | $5,155 |
Other | 27,002 | 13,932 |
Total current assets | 1,214,736 | 807,913 |
Deferred taxes | 429,623 | 362,785 |
Total assets | 6,336,083 | 4,189,553 |
Current liabilities: | ||
Accounts payable and accrued expenses | 299,771 | 233,383 |
Related party payable | 2,035 | 2,381 |
Current portion of tax receivable agreement obligations to related parties | 22,789 | 8,639 |
Total current liabilities | 963,333 | 685,313 |
Long-term liabilities: | ||
Tax receivable agreement obligations to related parties | 597,273 | 551,061 |
Total long-term liabilities | 4,072,164 | 2,327,918 |
Total liabilities | 5,035,497 | 3,013,231 |
Equity: | ||
Total Vantiv, Inc. equity | 903,013 | 767,931 |
Total liabilities and equity | 6,336,083 | 4,189,553 |
Vantiv, Inc. | ||
Current assets: | ||
Related party receivable | 27,016 | 0 |
Other | 9,714 | 3,770 |
Total current assets | 36,730 | 3,770 |
Investment in subsidiaries | 1,056,716 | 990,476 |
Deferred taxes | 429,629 | 362,785 |
Total assets | 1,523,075 | 1,357,031 |
Current liabilities: | ||
Accounts payable and accrued expenses | 0 | 9,368 |
Related party payable | 0 | 20,032 |
Current portion of tax receivable agreement obligations to related parties | 22,789 | 8,639 |
Total current liabilities | 22,789 | 38,039 |
Long-term liabilities: | ||
Tax receivable agreement obligations to related parties | 597,273 | 551,061 |
Total long-term liabilities | 597,273 | 551,061 |
Total liabilities | 620,062 | 589,100 |
Equity: | ||
Total Vantiv, Inc. equity | 903,013 | 767,931 |
Total liabilities and equity | $1,523,075 | $1,357,031 |
CONDENSED_FINANCIAL_INFORMATIO4
CONDENSED FINANCIAL INFORMATION OF REGISTRANT Condensed Consolidated Statements of Cash Flows (Parent Company Only) (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Operating Activities: | |||
Net income (loss) attributable to Vantiv, Inc. | $125,292 | $133,572 | $57,610 |
Adjustments to reconcile net income to net cash provided by (used in) operating activities: | |||
Deferred taxes | 32,469 | 31,340 | 352 |
Tax receivable agreements non-cash items | -25,838 | 0 | 0 |
Excess tax benefit from share-based compensation | -13,420 | -5,464 | -14,747 |
Net cash (used in) provided by operating activities | 592,905 | 480,622 | 293,114 |
Investing Activities: | |||
Net cash provided by (used in) investing activities | -1,798,956 | -228,298 | -417,291 |
Financing Activities: | |||
Proceeds from initial public offering, net of offering costs of $39,091 | 0 | 0 | 460,913 |
Proceeds from follow-on offering, net of offering costs of $1,951 | 0 | 0 | 33,512 |
Proceeds from exercise of Class A common stock options | 4,492 | 0 | 0 |
Repurchase of Class A common stock | -59,364 | -503,225 | 0 |
Repurchase of Class A common stock (to satisfy tax withholding obligations) | -17,801 | -15,224 | -17,906 |
Settlement of certain tax receivable agreements | 0 | -112,562 | 0 |
Payments under tax receivable agreements | -8,639 | 0 | 0 |
Excess tax benefit from share-based compensation | 13,420 | 5,464 | 14,747 |
Distribution to funds managed by Advent International Corporation | 0 | 0 | -40,086 |
Net cash used in financing activities | 1,446,192 | -147,955 | -179,314 |
Net decrease in cash and cash equivalents | 240,141 | 104,369 | -303,491 |
Cash and cash equivalents—Beginning of period | 171,427 | 67,058 | 370,549 |
Cash and cash equivalents—End of period | 411,568 | 171,427 | 67,058 |
Cash Payments: | |||
Taxes | 35,157 | 46,198 | 29,261 |
Non-cash Items: | |||
Issuance of tax receivable agreements to related parties | 109,400 | 329,400 | 484,700 |
Vantiv, Inc. | |||
Operating Activities: | |||
Net income (loss) attributable to Vantiv, Inc. | 125,292 | 133,572 | 57,610 |
Adjustments to reconcile net income to net cash provided by (used in) operating activities: | |||
Equity in net income of subsidiaries | -133,017 | -192,092 | -78,884 |
Deferred taxes | 27,395 | 13,658 | -16,538 |
Tax receivable agreements non-cash items | -40,399 | 0 | 0 |
Distributions from subsidiaries | 58,551 | 126,895 | 25,378 |
Excess tax benefit from share-based compensation | -13,420 | -5,464 | -14,747 |
Change in operating assets and liabilities, net | -9,151 | 10,497 | 19,451 |
Net cash (used in) provided by operating activities | 15,251 | 87,066 | -7,730 |
Investing Activities: | |||
Proceeds from sale of Class A units in Vantiv Holding | 77,165 | 518,449 | 17,906 |
Net cash provided by (used in) investing activities | 72,673 | 518,449 | -476,519 |
Financing Activities: | |||
Proceeds from initial public offering, net of offering costs of $39,091 | 0 | 0 | 460,913 |
Proceeds from follow-on offering, net of offering costs of $1,951 | 0 | 0 | 33,512 |
Advances from subsidiaries, net | -20,032 | 20,032 | 0 |
Proceeds from exercise of Class A common stock options | 4,492 | 0 | 0 |
Repurchase of Class A common stock | -59,364 | -503,225 | 0 |
Repurchase of Class A common stock (to satisfy tax withholding obligations) | -17,801 | -15,224 | -17,906 |
Settlement of certain tax receivable agreements | 0 | -112,562 | 0 |
Payments under tax receivable agreements | -8,639 | 0 | 0 |
Excess tax benefit from share-based compensation | 13,420 | 5,464 | 14,747 |
Distribution to funds managed by Advent International Corporation | 0 | 0 | -40,086 |
Net cash used in financing activities | -87,924 | -605,515 | 451,180 |
Net decrease in cash and cash equivalents | 0 | 0 | -33,069 |
Cash and cash equivalents—Beginning of period | 0 | 0 | 33,069 |
Cash and cash equivalents—End of period | 0 | 0 | 0 |
Cash Payments: | |||
Taxes | 28,583 | 31,874 | 16,984 |
Non-cash Items: | |||
Issuance of tax receivable agreements to related parties | 109,400 | 329,400 | 484,700 |
Class B Common Stock | Vantiv, Inc. | |||
Investing Activities: | |||
Purchase of Class A units in Vantiv Holding | 0 | 0 | -33,512 |
Class A Common Stock | Vantiv, Inc. | |||
Investing Activities: | |||
Purchase of Class A units in Vantiv Holding | ($4,492) | $0 | ($460,913) |