NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
1. 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 and operates in two reportable segments, Merchant Services and Financial Institution Services. For more information about the Company’s segments, refer to Note 11 - Segment Information. 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.
Basis of Presentation and Consolidation
The accompanying consolidated financial statements include those of Vantiv, Inc. and all subsidiaries thereof, including its majority-owned subsidiary, Vantiv Holding, LLC. The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP") and should be read in connection with the Company’s
2016
audited financial statements and notes thereto included in the Company’s Annual Report on Form 10-K. The accompanying consolidated financial statements are unaudited; however, in the opinion of management they include all normal and recurring adjustments necessary for a fair presentation of the Company’s financial position, results of operations and cash flows for the periods presented. Results of operations reported for interim periods are not necessarily indicative of results for the entire year. All intercompany balances and transactions have been eliminated.
As of
March 31, 2017
, Vantiv, Inc. and Fifth Third Bank (“Fifth Third”) owned interests in Vantiv Holding of
82.22%
and
17.78%
, respectively (see Note 6 - 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. Non-controlling interests are presented as a component of equity in the accompanying consolidated statements of financial position.
Share Repurchase Program
In October 2016, our board of directors authorized a program to repurchase up to
$250 million
of our Class A common stock. The Company has approximately
$243 million
of share repurchase authority remaining as of
March 31, 2017
under this authorization.
Purchases under the programs may be made from time to time in the open market, in privately negotiated transactions, or otherwise. The manner, timing and amount of any purchases will be determined by management based on an evaluation of market conditions, stock price and other factors. The Company’s share repurchase program does not obligate it to acquire any specific number or amount of shares, there is no guarantee as to the exact number or amount of shares that may be repurchased, if any, and the Company may discontinue purchases at any time that it determines additional purchases are not warranted.
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. The Company has an agreement with Fifth Third (the “Sponsoring Member”) to provide sponsorship services to the Company through December 31, 2024. The Company also has agreements with certain other banks that provide sponsorship into the card networks.
Vantiv, Inc.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (continued)
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
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,
which states that the determination of 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 referral partners in which the Company is the primary party to the contract with the merchant, the Company records the full amount of the fees collected from the merchant as revenue. Merchant Services segment revenue also includes revenue from ancillary services such as fraud management, equipment sales and terminal rent. Merchant Services revenue is recognized as services are performed.
Financial Institution Services
The Company’s Financial Institution Services segment revenues are primarily derived from debit, credit and automated teller machine (“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.
Vantiv, Inc.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (continued)
Expenses
Set forth below is a brief description of the components of the Company’s expenses:
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Network fees and other costs
primarily consist of pass through 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.
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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.
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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 fees and maintenance costs.
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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, occupancy and consulting costs. The three months ended March 31, 2017 includes a charge related to a settlement agreement stemming from legacy litigation of an acquired company.
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Non-operating expenses
during the
three months ended
March 31, 2017
and
2016
primarily relate to the change in fair value of a tax receivable agreement (“TRA”) (see Note 8 - Fair Value Measurements).
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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 shares issued under the Employee Stock Purchase Plan (“ESPP”), as restricted stock awards and performance awards is measured based on the market price of the Company’s stock on the grant date. In 2017, the Compensation Committee of the Company’s Board of Directors approved a resolution that stock options, restricted shares and restricted stock units shall vest or become exercisable in three equal annual installments beginning on the first anniversary of the grant date.
In March 2016, the FASB issued ASU 2016-09,
Compensation- Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting.
The update simplifies several aspects of the accounting for share-based payment award transactions, including the accounting for income taxes, forfeitures, and statutory tax withholding requirements, as well as classification in the statement of cash flows. The Company adopted this ASU on January 1, 2017. Under previous guidance, excess tax benefits and deficiencies from share-based compensation arrangements were recorded in equity when the awards vested or settled. ASU 2016-09 requires prospective recognition of excess tax benefits and deficiencies in the income statement, resulting in the recognition of excess tax benefits of
$8.6 million
in income tax expense, rather than in paid-in capital, for the
three months ended
March 31, 2017
.
Additionally, under ASU 2016-09, excess income tax benefits from share-based compensation arrangements are classified as cash flow from operations, rather than as cash flow from financing activities. The Company has elected to apply the cash flow classification guidance of ASU 2016-09 prospectively, resulting in an increase to operating cash flow of
$8.6 million
for the
three months ended
March 31, 2017
, and the prior year period has not been adjusted. The presentation requirements for cash flows related to employee taxes paid for withheld shares have no impact to the periods presented in our consolidated cash flows statements since such cash flows have historically been presented as a financing activity.
Prior to adopting ASU 2016-09 the Company estimated forfeitures as part of share-based compensation expense. Under ASU 2016-09, an entity can make an election to either estimate the number of awards that are expected to vest or account for forfeitures as they occur. The Company has elected to account for forfeitures as they occur. The cumulative-effect of this change in election resulted in an increase to additional paid-in capital of
$1.3 million
, an increase to deferred tax assets of
$0.5 million
, and a decrease to retained earnings of
$0.8 million
at the beginning of 2017.
Vantiv, Inc.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (continued)
ASU 2016-09 requires excess tax benefits and deficiencies to be prospectively excluded from assumed future proceeds in the calculation of diluted shares, resulting in an increase in diluted weighted average shares outstanding of approximately
505,000
shares for the
three months ended
March 31, 2017
.
For the
three months ended
March 31, 2017
and
2016
total share-based compensation expense was
$10.6 million
and
$8.4 million
, respectively.
Earnings Per Share
Basic earnings per share is computed by dividing net income attributable to Vantiv, Inc. by the weighted average shares outstanding during the period. Diluted earnings per share is computed by dividing net income attributable to Vantiv, Inc., adjusted as necessary for the impact of potentially dilutive securities, by the weighted-average shares outstanding during the period and the impact of securities that would have a dilutive effect on earnings per share. See Note 9 - Net Income Per Share for further discussion.
Dividend Restrictions
The Company does not intend to pay cash dividends on its Class A common stock in the foreseeable future. Vantiv, Inc. is a holding company that does not conduct any business operations of its own. As a result, Vantiv, Inc.’s ability to pay cash dividends on its common stock, if any, is dependent upon cash dividends and distributions and other transfers from Vantiv Holding. The amounts available to Vantiv, Inc. to pay cash dividends are 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
March 31, 2017
.
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
March 31, 2017
and
December 31, 2016
, the Company had recorded
no
valuation allowances against deferred tax assets.
The Company’s consolidated interim effective tax rate is based upon expected annual income from operations, statutory tax rates and tax laws in the various jurisdictions in which the Company operates. Significant or unusual items, including adjustments to accruals for tax uncertainties, are recognized in the quarter in which the related event occurs.
The Company’s effective tax rates were
12.8%
and
31.2%
respectively, for the
three months ended
March 31, 2017
and
2016
. The effective tax rate for each period reflects the impact of the Company’s non-controlling interests not being taxed at the statutory corporate tax rates. The effective tax rate for the three months ended March 31, 2017, includes an
$8.6 million
credit to income tax expense relating to excess tax benefits as a result of the Company’s adoption of ASU 2016-09,
Compensation - Stock Compensation (Topic 718) - Improvements to Employee Share-Based Payment Accounting
.
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.
Vantiv, Inc.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (continued)
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
March 31, 2017
and
December 31, 2016
, 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 facilities, furniture and equipment and software 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
8
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 the lease. Also included in property, equipment and software is work in progress consisting of costs associated with software developed for internal use which has not yet been placed in service. Accumulated depreciation as of
March 31, 2017
and
December 31, 2016
was
$330.6 million
and
$309.7 million
, respectively.
The Company capitalizes certain costs related to computer software developed for internal use and amortizes such costs on a straight-line basis over an estimated useful life of
5
to
8
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, 2016 in accordance with ASU 2011-08, “Intangibles - Goodwill and Other (Topic 350) Testing Goodwill for Impairment,” which permits the Company to assess qualitative factors to determine whether the existence of events or circumstances leads to the determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. Based on this analysis, it was determined that it is not more likely than not that the fair value of the reporting units is less than 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
March 31, 2017
.
Intangible assets consist of acquired customer relationships, trade names, customer portfolios and related assets that are amortized over their estimated useful lives. 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
March 31, 2017
, 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
Vantiv, Inc.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (continued)
addition, certain card associations limit the Company from accessing or controlling merchant settlement funds and, instead, require that these funds be controlled by the Sponsoring Member. The Company follows a net settlement process whereby, if the settlement received from the card associations precedes the funding obligation to the merchant, the Company temporarily records a corresponding liability. Conversely, if the funding obligation to the merchant precedes the settlement from the card associations, the amount of the net receivable position is recorded by the Company, or in some cases, the Sponsoring Member may cover the position with its own funds in which case a receivable position is not recorded by the Company.
Derivatives
The Company accounts for derivatives in accordance with ASC 815,
Derivatives and Hedging
. This guidance establishes accounting and reporting for derivative instruments, including certain derivative instruments embedded in other contracts, and for hedging activities. All derivatives, whether designated in hedging relationships or not, are required to be recorded on the statement of financial position at fair value. If the derivative is designated as a fair value hedge, the changes in the fair value of the derivative and the hedged item will be recognized in earnings. If the derivative is designated as a cash flow hedge, the effective portion of the change in the fair value of the derivative will be recorded in accumulated other comprehensive income (loss) (“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.
Tax Receivable Agreements
As of
March 31, 2017
, the Company is party to several TRAs in which the Company agrees to make payments to various parties of
85%
of the federal, state, local and foreign income tax benefits realized by the Company as a result of certain tax deductions. Payments under the TRAs will be based on the tax reporting positions of the Company and 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 below. The Company will retain the benefit of the remaining
15%
of the cash savings associated with the TRAs. The Company has entered into the following three TRAs:
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TRAs with investors prior to the Company’s initial public offering (“IPO”) for its use of NPC Group, Inc. net operating losses (“NOLs”) and other tax attributes existing at the IPO date (the “NPC TRA”), all of which is currently held by Fifth Third.
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A TRA with Fifth Third (the “Fifth Third TRA”) in which the Company realizes tax deductions as a result of the increases in tax basis from the purchase of Vantiv Holding units or from the exchange of Vantiv Holding units for cash or shares of Class A common stock, as well as the tax benefits attributable to payments made under such TRAs.
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A TRA with Mercury Payment Systems, LLC (“Mercury”) shareholders (the “Mercury TRA”) as part of the acquisition of Mercury as a result of the increase in tax basis of the assets of Mercury resulting from the acquisition and the use of the net operating losses and other tax attributes of Mercury that were acquired as part of the acquisition.
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Obligations recorded pursuant to the TRAs are based on estimates of future taxable income and future tax rates. On an annual basis, the Company evaluates the assumptions underlying the TRA obligations.
In 2016, the Company entered into a purchase addendum in connection with the Company’s TRA with Fifth Third (the “Fifth Third TRA Addendum”) to terminate and settle a portion of the Company’s obligations owed to Fifth Third under the Fifth Third TRA and the NPC TRA. Under the terms of the Fifth Third TRA Addendum, the Company paid approximately
$116.3 million
to Fifth Third to settle approximately
$330.7 million
of obligations under the Fifth Third TRA, the difference of which was recorded as an addition to paid-in capital, net of deferred taxes.
In addition to the 2016 Fifth Third TRA settlement discussed above, the Fifth Third TRA Addendum
provides that the Company may be obligated to pay up to a total of approximately
$170.7 million
to Fifth Third to terminate
and settle certain remaining obligations under the Fifth Third TRA and the NPC TRA, totaling an estimated
$394.1 million
, the
difference of which will be recorded as an addition to paid-in capital upon the exercise of the Call Options or Put Options
discussed below.
Under the terms of the Fifth Third TRA Addendum, beginning March 1, 2017, June 1, 2017, September 1, 2017,
Vantiv, Inc.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (continued)
December 1, 2017, March 1, 2018, June 1, 2018, September 1, 2018 and December 1, 2018, and ending March 10, 2017, June 10, 2017, September 10, 2017, December 10, 2017, March 10, 2018, June 10, 2018, September 10, 2018 and December 10, 2018, respectively, the Company is granted call options (collectively, the “Call Options”) pursuant to which certain additional obligations of the Company under the Fifth Third TRA and the NPC TRA would be terminated and settled in consideration for cash payments of
$15.1 million
,
$15.6 million
,
$16.1 million
,
$16.6 million
,
$25.6 million
,
$26.4 million
,
$27.2 million
and
$28.1 million
, respectively.
Under the terms of the Fifth Third TRA Addendum, in the unlikely event the Company does not exercise the relevant Call Option, Fifth Third is granted put options beginning March 20, 2017, June 20, 2017, September 20, 2017, December 20, 2017, March 20, 2018, June 20, 2018, September 20, 2018 and December 20, 2018, and ending March 31, 2017, June 30, 2017, September 30, 2017, December 31, 2017, March 31, 2018, June 30, 2018, September 30, 2018 and December 31, 2018, respectively (collectively, the “Put Options”), pursuant to which certain additional obligations of the Company would be terminated and settled in consideration for cash payments with similar amounts to the Call Options.
In March 2017, Fifth Third exercised the March 2017 put option under the Fifth Third TRA Addendum and the Company made the
$15.1 million
payment to the Fifth Third TRA Holders, which results in a net gain recorded in equity of approximately
$15.1 million
after taxes.
The full carrying amount of the Fifth Third callable/puttable TRA obligations for the options exercisable within 12 months of the balance sheet date have been classified as current obligations in the accompanying balance sheet (
$177.4 million
).
Since Fifth Third is a significant stockholder, a special committee of the Company’s board of directors comprised of independent, disinterested directors authorized the TRA Addendum.
During 2015, the Company entered into a Repurchase Addendum to Tax Receivable Agreement (the “Mercury TRA Addendum”) with each of the pre-acquisition owners of Mercury ("Mercury TRA Holders"). The Mercury TRA Addendum contains the following provisions to acquire a significant portion of the Mercury TRA:
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Beginning
December 1
st of each of
2015
,
2016
,
2017
, and
2018
, and ending
June 30
th of
2016
,
2017
,
2018
, and
2019
, respectively, the Company is granted call options (collectively, the "Call Options") pursuant to which certain additional obligations of the Company under the Mercury TRA would be terminated in consideration for cash payments of
$41.4 million
,
$38.1 million
,
$38.0 million
, and
$43.0 million
, respectively.
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In the unlikely event the Company does not exercise the relevant Call Option, the Mercury TRA Holders are granted put options beginning July 10th and ending July 25th of each of 2016, 2017, 2018, and 2019, respectively (collectively, the "Put Options"), pursuant to which certain additional obligations of the Company would be terminated in consideration for cash payments with similar amounts to the Call Options.
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In June 2016, the Company exercised the December 2015 Call Option under the Mercury TRA Addendum and made the related payment to the Mercury TRA Holders.
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Except to the extent our obligations under the Mercury TRA, the Fifth Third TRA and the NPC TRA have been
terminated and settled in full in accordance with the terms of the Mercury TRA and Fifth Third TRA Addendums, the Mercury
TRA, Fifth Third TRA and the NPC TRA will each remain in effect, and the parties thereto will continue to have all rights and
obligations thereunder.
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 8 - Fair Value Measurements).
The timing and/or amount of aggregate payments due under the TRAs outside of the call/put structures 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 5
th
of the second year immediately following the taxable year in which the obligation occurred. The Company made payments under the TRA obligations of approximately
$55.7 million
and
$53.5 million
in January 2017
Vantiv, Inc.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (continued)
and January 2016, respectively. Unless settled under the terms of the repurchase addenda, the term of the TRAs will continue until all the underlying tax benefits have been utilized or expired.
New Accounting Pronouncements
In August 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-15,
Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments
. The update clarifies how cash receipts and cash payments in certain transactions are presented and classified in the statement of cash flows. The effective date of this update is for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017, with early adoption permitted. The update requires retrospective application to all periods presented but may be applied prospectively if retrospective application is impracticable. The Company is currently evaluating the impact of the adoption of this principle on the Company’s consolidated financial statements.
In February 2016, the FASB issued ASU 2016-02,
Leases (Topic 842).
This ASU amends the existing guidance by recognizing all leases, including operating leases, with a term longer than 12 months on the balance sheet and disclosing key information about the lease arrangements. The effective date of this update is for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018, with early adoption permitted. The update requires modified retrospective transition, which requires application of the ASU at the beginning of the earliest comparative period presented in the year of adoption. The Company is forming a project team to evaluate the impact of the adoption of this principle on the Company’s consolidated financial statements. The Company anticipates adopting this ASU on January 1, 2019.
In May 2014, the FASB issued ASU 2014-09,
Revenue From Contracts With Customers
. The ASU supersedes the revenue recognition requirements in ASC 605,
Revenue Recognition
. The new standard provides a five-step analysis of transactions to determine when and how revenue is recognized, based upon the core principle 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 new standard also requires additional disclosures regarding the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The new standard, as amended, is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017, with early adoption permitted. The amendment allows companies to use either a full retrospective or a modified retrospective approach to adopt this ASU. The Company has formed a project team and is currently assessing the impact of the adoption of this principle on the Company’s consolidated financial statements. The Company anticipates adopting this ASU on January 1, 2018 using the modified retrospective approach.
2. BUSINESS COMBINATIONS
Acquisition of Moneris Solutions, Inc.
On December 21, 2016, the Company completed the acquisition of Moneris Solutions, Inc. (“Moneris USA”) by acquiring
100%
of the issued and outstanding shares. Moneris USA is a provider of payment processing solutions offering credit, debit, wireless and online payment services for merchants in virtually every industry segment. This acquisition helps to further accelerate the Company’s growth.
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 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):
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Cash acquired
|
$
|
22,851
|
|
Current assets
|
44,725
|
|
Property and equipment
|
22
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|
Intangible assets
|
76,500
|
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Goodwill
|
373,297
|
|
Current liabilities
|
(65,924
|
)
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Deferred tax liability
|
(18,950
|
)
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Non-current liabilities
|
(2,893
|
)
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Total purchase price
|
$
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429,628
|
|
Vantiv, Inc.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (continued)
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.
Intangible assets consist of customer relationship assets of
$76.5 million
with a weighted average estimated useful life of
5 years
.
The pro forma results of the Company reflecting the acquisition of Moneris USA were not material to our financial results and therefore have not been presented.
3. 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, 2016
|
|
$
|
3,163,739
|
|
|
$
|
574,850
|
|
|
$
|
3,738,589
|
|
Goodwill attributable to acquisition of Moneris USA
(1)
|
|
1,236
|
|
|
—
|
|
|
1,236
|
|
Balance as of March 31, 2017
|
|
$
|
3,164,975
|
|
|
$
|
574,850
|
|
|
$
|
3,739,825
|
|
(1)
Amount represents adjustments to goodwill associated with the acquisition of Moneris USA as a result of an update to the purchase price allocation, primarily related to revisions of certain estimates from the preliminary amounts reported as of December 31, 2016.
As of
March 31, 2017
and
December 31, 2016
, the Company’s finite lived intangible assets consisted of the following (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2017
|
|
December 31, 2016
|
Customer relationship intangible assets
|
|
$
|
1,673,081
|
|
|
$
|
1,671,581
|
|
Customer portfolios and related assets
|
|
194,034
|
|
|
178,480
|
|
Patents
|
|
1,008
|
|
|
955
|
|
|
|
1,868,123
|
|
|
1,851,016
|
|
Less accumulated amortization on:
|
|
|
|
|
Customer relationship intangible assets
|
|
1,025,076
|
|
|
980,595
|
|
Customer portfolios and related assets
|
|
92,743
|
|
|
82,601
|
|
|
|
1,117,819
|
|
|
1,063,196
|
|
Intangible assets, net
|
|
$
|
750,304
|
|
|
$
|
787,820
|
|
Amortization expense on intangible assets for the
three months ended
March 31, 2017
and
2016
was
$55.2 million
and
$49.9 million
, respectively.
The estimated amortization expense of intangible assets for the remainder of
2017
and the next five years is as follows (in thousands):
|
|
|
|
|
|
Nine months ending December 31, 2017
|
|
$
|
157,720
|
|
2018
|
|
193,514
|
|
2019
|
|
177,845
|
|
2020
|
|
99,257
|
|
2021
|
|
50,411
|
|
2022
|
|
32,708
|
|
Vantiv, Inc.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (continued)
4. LONG-TERM DEBT
As of
March 31, 2017
and
December 31, 2016
, the Company’s long-term debt consisted of the following (in thousands):
|
|
|
|
|
|
|
|
|
|
March 31,
2017
|
|
December 31,
2016
|
Term A loan, maturing in October 2021
(1)
|
$
|
2,438,508
|
|
|
$
|
2,469,375
|
|
Term B loan, maturing in October 2023
(2)
|
763,087
|
|
|
765,000
|
|
Leasehold mortgage, expiring on August 10, 2021
(3)
|
10,131
|
|
|
10,131
|
|
Less: Current portion of note payable and current portion of note payable to related party
|
(131,119
|
)
|
|
(131,119
|
)
|
Less: Original issue discount
|
(3,486
|
)
|
|
(3,631
|
)
|
Less: Debt issuance costs
|
(19,144
|
)
|
|
(20,153
|
)
|
Note payable and note payable to related party
|
$
|
3,057,977
|
|
|
$
|
3,089,603
|
|
|
|
(1)
|
Interest at a variable base rate (
LIBOR
) plus a spread rate (175 basis points) (total rate of
2.66%
at
March 31, 2017
) and amortizing on a basis of
1.25%
per quarter during each of the first twelve quarters (March 2017 through December 2019),
1.875%
per quarter during the next four quarters (March 2020 through December 2020) and
2.50%
during the next three quarters (March 2021 through September 2021) with a balloon payment due at maturity.
|
|
|
(2)
|
Interest at a variable base rate (
LIBOR
) with a floor of 75 basis points plus a spread rate (250 basis points) (total rate of
3.41%
at
March 31, 2017
) and amortizing on a basis of
0.25%
per quarter, with a balloon payment due at maturity.
|
|
|
(3)
|
Interest payable monthly at a fixed rate of
6.22%
.
|
In
October, 2016, Vantiv, LLC completed a debt refinancing by entering into a second amended and restated loan agreement (“Second Amended Loan Agreement”). The Second Amended Loan Agreement provides for senior secured credit facilities comprised of a
$2.5 billion
term A loan, a
$765.0 million
term B loan and a
$650 million
revolving credit facility. 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 October 2021 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
0.250%
per year. During the three months ended
March 31, 2017
the Company periodically borrowed under its revolving credit facility and repaid the amounts prior to quarter end. There were no outstanding borrowings on the revolving credit facility at
March 31, 2017
and
December 31, 2016
.
As of
March 31, 2017
and
December 31, 2016
, Fifth Third held
$149.2 million
and
$151.1 million
, respectively, of the term A loans, which were presented as note payable to related party on the Company’s consolidated statements of financial position.
Guarantees and Security
The Company’s debt obligations at
March 31, 2017
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 Second 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
$25 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 Second 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
March 31, 2017
, the Company was in compliance with these financial covenants.
Vantiv, Inc.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (continued)
5. 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
March 31, 2017
and
December 31, 2016
, the Company’s derivative instruments consisted of interest rate swaps and interest rate cap agreements. The interest rate swaps hedge the variable rate debt by converting floating-rate payments to fixed-rate payments. The interest rate cap agreements cap a portion of the Company’s variable rate debt if interest rates rise above the strike rate on the contract. As of
March 31, 2017
, the interest rate cap agreements had a fair value of
$24.8 million
, classified within other current and non-current assets on the Company’s consolidated statements of financial position. The interest rate swaps and caps (collectively “interest rate contracts”) 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 8 - Fair Value Measurements for a detailed discussion of the fair value of its derivatives. The Company designates its interest rate contracts 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 contracts 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 affect 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 a combination of interest rate swaps and caps as part of its interest rate risk management strategy. As of
March 31, 2017
, the Company had a total of
8
outstanding interest rate swaps that were designated as cash flow hedges of interest rate risk. Of the
8
outstanding interest rate swaps,
4
of them cover an exposure period from June 2016 through June 2017 and have a combined notional balance of
$1.1 billion
. The remaining
4
interest rate swaps cover an exposure period from January 2017 through January 2019 and have a combined notional balance of
$500 million
. Fifth Third is the counterparty to
4
of the
8
outstanding interest rate swaps with notional balances ranging from
$262.5 million
to
$250.0 million
. Additionally, as of
March 31, 2017
, the Company had a total of
6
interest rate cap agreements with a combined notional balance of
$1.0 billion
, cap strike rate of
0.75%
, covering an exposure period from January 2017 to January 2020.
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
Financial Position Location
|
|
March 31, 2017
|
|
December 31, 2016
|
Interest rate contracts
|
Other current assets
|
|
$
|
4,627
|
|
|
$
|
2,144
|
|
Interest rate contracts
|
Other long-term assets
|
|
20,217
|
|
|
21,085
|
|
Interest rate contracts
|
Other current liabilities
|
|
6,274
|
|
|
9,551
|
|
Interest rate contracts
|
Other long-term liabilities
|
|
3,928
|
|
|
5,507
|
|
Vantiv, Inc.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (continued)
Any ineffectiveness associated with such derivative instruments will be recorded immediately as interest expense in the accompanying consolidated statements of income. As of
March 31, 2017
, the Company estimates that
$6.3 million
will be reclassified from accumulated other comprehensive income as an increase to interest expense during the next 12 months.
The table below presents the pre-tax effect of the Company’s interest rate contracts on the accompanying consolidated statements of comprehensive income for the
three months ended
March 31, 2017
and
2016
(in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31,
|
|
|
2017
|
|
2016
|
Derivatives in cash flow hedging relationships:
|
|
|
|
|
Amount of gain (loss) recognized in OCI (effective portion)
(1)
|
|
$
|
2,747
|
|
|
$
|
(14,094
|
)
|
Amount of (loss) reclassified from accumulated OCI into earnings (effective portion)
|
|
(4,215
|
)
|
|
(2,376
|
)
|
|
|
(1)
|
“OCI” represents other comprehensive income.
|
Credit Risk Related Contingent Features
As of
March 31, 2017
, 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
$11.0 million
.
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
March 31, 2017
, the Company had not posted any collateral related to these agreements. If the Company had breached any of these provisions at
March 31, 2017
, it could have been required to settle its obligations under the agreements at their termination value of
$11.0 million
.
6. CONTROLLING AND NON-CONTROLLING INTERESTS
The Company has various non-controlling interests that are accounted for in accordance with ASC 810,
Consolidation
(“ASC 810”)
.
As discussed in
Note 1 - Basis of Presentation and Summary of Significant Accounting Policies
, Vantiv, Inc. owns a controlling interest in Vantiv Holding, and therefore consolidates the financial results of Vantiv Holding and its subsidiaries and records non-controlling interest for the economic interests in Vantiv Holding held by Fifth Third. The 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.
In May 2014, the Company entered into a joint venture with a bank partner which provides customers a comprehensive suite of payment solutions. Vantiv Holding owns
51%
and the bank partner owns
49%
of the joint venture. The joint venture is consolidated by the Company in accordance with ASC 810, with the associated non-controlling interest included in “Net income attributable to non-controlling interests” in the consolidated statements of income.
As of
March 31, 2017
, Vantiv, Inc.’s interest in Vantiv Holding was
82.22%
. Changes in units and related ownership interest in Vantiv Holding are summarized as follows:
|
|
|
|
|
|
|
|
|
|
|
Vantiv, Inc.
|
|
Fifth Third
|
|
Total
|
As of December 31, 2016
|
161,134,831
|
|
|
35,042,826
|
|
|
196,177,657
|
|
% of ownership
|
82.14
|
%
|
|
17.86
|
%
|
|
|
|
Equity plan activity
(1)
|
896,387
|
|
|
—
|
|
|
896,387
|
|
As of March 31, 2017
|
162,031,218
|
|
|
35,042,826
|
|
|
197,074,044
|
|
% of ownership
|
82.22
|
%
|
|
17.78
|
%
|
|
|
|
|
|
(1)
|
Includes stock issued under the equity plans net of 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 changes in ownership interests in Vantiv Holding, periodic adjustments are made 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 a period.
Vantiv, Inc.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (continued)
The table below provides a reconciliation of net income attributable to non-controlling interests based on relative ownership interests as discussed above (in thousands):
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31,
|
|
2017
|
|
2016
|
Net income
|
$
|
35,301
|
|
|
$
|
52,448
|
|
Items not allocable to non-controlling interests:
|
|
|
|
|
|
Vantiv, Inc. (income) expenses
(1)
|
(1,108
|
)
|
|
13,138
|
|
Vantiv Holding net income
|
$
|
34,193
|
|
|
$
|
65,586
|
|
|
|
|
|
Net income attributable to non-controlling interests of Fifth Third
(2)
|
$
|
6,028
|
|
|
$
|
11,874
|
|
Net income attributable to joint venture non-controlling interest
(3)
|
388
|
|
|
836
|
|
Total net income attributable to non-controlling interests
|
$
|
6,416
|
|
|
$
|
12,710
|
|
(1)
Primarily represents income tax (benefit) expense related to Vantiv, Inc.
(2)
Net income attributable to non-controlling interests of Fifth Third reflects the allocation of Vantiv Holding’s net income based on the proportionate ownership interests in Vantiv Holding held by the non-controlling unit holders. The net income attributable to non-controlling unit holders reflects the changes in ownership interests summarized in the table above.
|
|
(3)
|
Reflects net income attributable to the non-controlling interest of the joint venture.
|
7. COMMITMENTS, CONTINGENCIES AND GUARANTEES
Legal Reserve
From time to time, the Company is involved in various litigation matters arising in the ordinary course of its business. While it is impossible to ascertain the ultimate resolution or range of financial liability with respect to these contingent matters, management believes none of these matters, either individually or in the aggregate, would have a material effect upon the Company’s consolidated financial statements, except as described below.
On April 17, 2017, the Company entered into a preliminary settlement agreement (the “Agreement”) to settle class action litigation filed by plaintiffs in the United States District Court for the Northern District of Georgia (the “Court”) under the caption Champs Sports Bar & Grill Co.et al. v. Mercury Payment Systems, LLC et al. regarding certain legacy business practices of the defendants, Mercury Payment Systems, LLC (“Mercury”) and Global Payments Direct, Inc., dating back to 2009. The Company acquired Mercury on June 13, 2014.
The Company has agreed to settle the lawsuit after engaging in a successful mediation session occurring on February 16, 2017, at which the parties first identified the potential for resolution, and subsequent negotiations between the parties. The parties agreed to such mediation session after a previous mediation session held in December 2016 ended without a potential path toward resolution.
Under the terms of the Agreement, in exchange for a release from all claims relating to such legacy business practices from the beginning of the applicable settlement class period through the date of preliminary approval of the settlement, the Company anticipates paying
$38 million
based on the estimated number of participants who opt-in to the settlement.
While the Company believes it has meritorious defenses to the claims, it agreed to the structure of the settlement, in order to save costs and avoid the risks of on-going litigation.
In connection with the settlement, the Company recorded a charge of
$38 million
in the first quarter of 2017. The Company will pay the settlement amount from available resources.
The proposed settlement is subject to court approval. The Agreement contains no admission of wrongdoing.
Vantiv, Inc.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (continued)
8. FAIR VALUE MEASUREMENTS
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The Company uses the hierarchy prescribed in ASC 820,
Fair Value Measurement
, based upon the available inputs to the valuation and the degree to which they are observable or not observable in the market. The three levels in the hierarchy are as follows:
|
|
•
|
Level 1 Inputs
—Quoted prices (unadjusted) for identical assets or liabilities in active markets that are accessible as of the measurement date.
|
|
|
•
|
Level 2 Inputs
—Inputs other than quoted prices within Level 1 that are observable either directly or indirectly, including but not limited to quoted prices in markets that are not active, quoted prices in active markets for similar assets or liabilities and observable inputs other than quoted prices such as interest rates or yield curves.
|
|
|
•
|
Level 3 Inputs
—Unobservable inputs reflecting the Company’s own assumptions about the assumptions that market participants would use in pricing the asset or liability, including assumptions about risk.
|
The following table summarizes assets and liabilities measured at fair value on a recurring basis as of
March 31, 2017
and
December 31, 2016
(in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2017
|
|
December 31, 2016
|
|
Fair Value Measurements Using
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
Interest rate contracts
|
$
|
—
|
|
|
$
|
24,844
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
23,229
|
|
|
$
|
—
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest rate contracts
|
$
|
—
|
|
|
$
|
10,202
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
15,058
|
|
|
$
|
—
|
|
Mercury TRA
|
—
|
|
|
—
|
|
|
128,831
|
|
|
—
|
|
|
—
|
|
|
147,040
|
|
Interest Rate Contracts
The Company uses interest rate contracts to manage interest rate risk. The fair value of interest rate swaps is 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. The fair value of the interest rate caps is determined using widely accepted valuation techniques including discounted cash flow analysis on the expected future cash flows of each interest rate cap. This analysis reflects the contractual terms of the interest rate caps, including the period to maturity, and uses observable market inputs including interest rate curves and implied volatilities. In addition, to comply with the provisions of ASC 820,
Fair Value Measurement
, 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 contracts 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 contracts fell within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with its interest rate contracts 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
March 31, 2017
and
December 31, 2016
, the Company assessed the significance of the impact of the credit valuation adjustments on the overall valuation of its interest rate contracts and determined that the credit valuation adjustment was not significant to the overall valuation of its interest rate contracts. As a result, the Company classified its interest rate contract valuations in Level 2 of the fair value hierarchy. See Note 5 - Derivatives and Hedging Activities for further discussion of the Company’s interest rate contracts.
Vantiv, Inc.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (continued)
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 input used in the fair value measurement of the Mercury TRA is the discount rate, which was approximately
14%
as of
March 31, 2017
and
December 31, 2016
. Any significant increase (decrease) in this input 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 change in value of the Mercury TRA from
December 31, 2016
to
March 31, 2017
consists of the increase in fair value of
$4.1 million
and the decrease from payments of
$22.3 million
related to the Mercury TRA obligations. The Company recorded non-operating expenses of
$4.1 million
and
$5.7 million
related to the change in fair value during the
three months ended
March 31, 2017
and
2016
, respectively.
The following table summarizes carrying amounts and estimated fair values for the Company’s financial instrument liabilities that are not reported at fair value in our consolidated statements of financial position as of
March 31, 2017
and
December 31, 2016
(in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2017
|
|
December 31, 2016
|
|
Carrying Amount
|
|
Fair Value
|
|
Carrying Amount
|
|
Fair Value
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
Note payable
|
$
|
3,189,096
|
|
|
$
|
3,221,358
|
|
|
$
|
3,220,722
|
|
|
$
|
3,250,025
|
|
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.
9. 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. As of
March 31, 2017
and
2016
, there were approximately
35.0 million
Class B units outstanding, respectively.
In addition to the Class B units discussed above, potentially dilutive securities during the
three months ended
March 31, 2017
included restricted stock awards, restricted stock units, stock options, performance share awards and ESPP purchase rights. Potentially dilutive securities during the
three months ended
March 31, 2016
included restricted stock awards, restricted stock units, the warrant held by Fifth Third which allows for the purchase of Class C units of Vantiv Holding, stock options and ESPP purchase rights.
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 have not been presented.
Vantiv, Inc.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (continued)
The following table sets forth the computation of basic and diluted net income per share (in thousands, except share data):
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31,
|
|
2017
|
|
2016
|
Basic:
|
|
|
|
|
Net income attributable to Vantiv, Inc.
|
$
|
28,885
|
|
|
$
|
39,738
|
|
Shares used in computing basic net income per share:
|
|
|
|
Weighted-average Class A common shares
|
160,876,177
|
|
|
155,397,360
|
|
Basic net income per share
|
$
|
0.18
|
|
|
$
|
0.26
|
|
Diluted:
|
|
|
|
Consolidated income before applicable income taxes
|
$
|
40,468
|
|
|
$
|
76,274
|
|
Income tax expense excluding impact of non-controlling interest
|
5,931
|
|
|
27,459
|
|
Net income attributable to Vantiv, Inc.
|
$
|
34,537
|
|
|
$
|
48,815
|
|
Shares used in computing diluted net income per share:
|
|
|
|
Weighted-average Class A common shares
|
160,876,177
|
|
|
155,397,360
|
|
Weighted-average Class B units of Vantiv Holding
|
35,042,826
|
|
|
35,042,826
|
|
Warrant
|
—
|
|
|
5,247,189
|
|
Stock options
|
731,907
|
|
|
528,217
|
|
Restricted stock awards, restricted stock units and employee stock purchase plan
|
800,438
|
|
|
562,235
|
|
Performance awards
|
45,332
|
|
|
—
|
|
Diluted weighted-average shares outstanding
|
197,496,680
|
|
|
196,777,827
|
|
Diluted net income per share
|
$
|
0.17
|
|
|
$
|
0.25
|
|
Vantiv, Inc.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (continued)
10. ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)
The activity of the components of accumulated other comprehensive income (loss) related to cash flow hedging and other activities for the
three months ended
March 31, 2017
and
2016
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
|
Three Months Ended March 31, 2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net change in fair value recorded in accumulated OCI
|
|
$
|
(17,819
|
)
|
|
$
|
2,747
|
|
|
$
|
(847
|
)
|
|
$
|
1,900
|
|
|
$
|
(490
|
)
|
|
$
|
1,410
|
|
|
$
|
(16,409
|
)
|
Net realized loss reclassified into earnings
(a)
|
|
11,622
|
|
|
4,215
|
|
|
(1,310
|
)
|
|
2,905
|
|
|
(749
|
)
|
|
2,156
|
|
|
13,778
|
|
Net change
|
|
$
|
(6,197
|
)
|
|
$
|
6,962
|
|
|
$
|
(2,157
|
)
|
|
$
|
4,805
|
|
|
$
|
(1,239
|
)
|
|
$
|
3,566
|
|
|
$
|
(2,631
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, 2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net change in fair value recorded in accumulated OCI
|
|
$
|
(14,336
|
)
|
|
$
|
(14,094
|
)
|
|
$
|
4,338
|
|
|
$
|
(9,756
|
)
|
|
$
|
2,586
|
|
|
$
|
(7,170
|
)
|
|
$
|
(21,506
|
)
|
Net realized loss reclassified into earnings
(a)
|
|
5,132
|
|
|
2,376
|
|
|
(731
|
)
|
|
1,645
|
|
|
(435
|
)
|
|
1,210
|
|
|
6,342
|
|
Net change
|
|
$
|
(9,204
|
)
|
|
$
|
(11,718
|
)
|
|
$
|
3,607
|
|
|
$
|
(8,111
|
)
|
|
$
|
2,151
|
|
|
$
|
(5,960
|
)
|
|
$
|
(15,164
|
)
|
(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
|
Tax effect
|
|
Income tax expense
|
OCI attributable to non-controlling interests
|
|
Net income attributable to non-controlling interests
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
The three months ended March 31, 2017 and 2016 reflect amounts of gain (loss) reclassified from AOCI into earnings, representing the effective portion of the hedging relationships, and are recorded in interest expense-net.
|
11. SEGMENT INFORMATION
The Company’s segments consist of the Merchant Services segment and the Financial Institution Services segment, which are organized by the products and services the Company provides. 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. The Company’s reportable segments are the same as the Company’s operating segments and there is no aggregation of the Company’s operating segments. 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, 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.
|
Vantiv, Inc.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (continued)
Segment operating results are presented below (in thousands). The results reflect revenues and expenses directly related to each segment. The Company does not evaluate performance or allocate resources based on segment asset data, and therefore such information is not presented.
Segment profit reflects total revenue less network fees and other costs and sales and marketing costs of the segment. The Company’s CODM evaluates this metric in analyzing the results of operations for each segment.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, 2017
|
|
Merchant Services
|
|
Financial Institution Services
|
|
Total
|
Total revenue
|
$
|
812,036
|
|
|
$
|
116,166
|
|
|
$
|
928,202
|
|
Network fees and other costs
|
426,144
|
|
|
31,948
|
|
|
458,092
|
|
Net revenue
|
385,892
|
|
|
84,218
|
|
|
470,110
|
|
Sales and marketing
|
148,959
|
|
|
6,081
|
|
|
155,040
|
|
Segment profit
|
$
|
236,933
|
|
|
$
|
78,137
|
|
|
$
|
315,070
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, 2016
|
|
Merchant Services
|
|
Financial Institution Services
|
|
Total
|
Total revenue
|
$
|
694,580
|
|
|
$
|
124,043
|
|
|
$
|
818,623
|
|
Network fees and other costs
|
353,334
|
|
|
34,079
|
|
|
387,413
|
|
Net revenue
|
341,246
|
|
|
89,964
|
|
|
431,210
|
|
Sales and marketing
|
129,336
|
|
|
6,302
|
|
|
135,638
|
|
Segment profit
|
$
|
211,910
|
|
|
$
|
83,662
|
|
|
$
|
295,572
|
|
A reconciliation of total segment profit to the Company’s income before applicable income taxes is as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31,
|
|
2017
|
|
2016
|
Total segment profit
|
$
|
315,070
|
|
|
$
|
295,572
|
|
Less: Other operating costs
|
(75,924
|
)
|
|
(73,703
|
)
|
Less: General and administrative
|
(89,298
|
)
|
|
(43,984
|
)
|
Less: Depreciation and amortization
|
(76,086
|
)
|
|
(68,230
|
)
|
Less: Interest expense—net
|
(29,170
|
)
|
|
(27,729
|
)
|
Less: Non-operating expenses
|
(4,124
|
)
|
|
(5,652
|
)
|
Income before applicable income taxes
|
$
|
40,468
|
|
|
$
|
76,274
|
|
12. SUBSEQUENT EVENT
On April 20, 2017, the Company entered into a definitive agreement to acquire Paymetric Holdings, Inc. (“Paymetric”) pending customary closing conditions. Paymetric automates business-to-business payment workflows within enterprise systems and tokenizes payments data within these systems in order to enable secure storage of customer information and history.
This acquisition is expected to close in the second quarter of 2017 and will be recorded as a business combination under ASC 805, Business Combinations. This acquisition is not expected to have a significant effect on the Company’s operating results. The Company will fund this acquisition with cash on hand and available credit facilities.
*****
Vantiv, Inc.