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x
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
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26-4532998
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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Title of each class
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Name of each exchange on which registered
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Class A Common Stock, $0.00001 par value
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New York Stock Exchange
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Large accelerated filer
x
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Accelerated filer
o
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Non-accelerated filer
o
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Smaller reporting company
o
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Documents Incorporated by Reference:
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Page
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•
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Direct: Includes a national sales force that targets large national merchants, a regional and mid-market sales team that sells solutions to merchants and third party reseller clients, and a telesales operation that targets small and mid-sized merchants.
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•
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Indirect: Includes Independent Sales Organizations (ISOs) that target small and mid-sized merchants.
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•
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Merchant Bank: Includes referral partner relationships with financial institutions that target their financial services customers as merchant referrals to us.
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•
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Integrated Payments (IP): Includes referral partner relationships with independent software vendors (ISVs), value-added resellers (VARs), and payment facilitators that target their technology customers as merchant referrals to us.
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•
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eCommerce: Includes a sales force that targets internet retail, online services and direct marketing merchants.
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•
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Merchant Acquiring Processing.
Merchant acquiring processors sell electronic payment acceptance, processing and supporting services to merchants and third-party resellers. These processors route transactions originated by consumer transactions with the merchant, including in omni-channel environments that span point-of-sale, ecommerce and mobile devices, to the appropriate payment networks for authorization, known as “front-end” processing, and then ensure that each transaction is appropriately cleared and settled into the merchant’s bank account, known as “back-end” processing. Many of these processors also provide specialized reporting, back office support, risk management and other value-added services to merchants. Merchant acquirers charge merchants based on a percentage of the value of each transaction on a per transaction basis. Merchant acquirers pay the payment network processors a routing fee per transaction and pass through interchange fees to the issuing financial institution.
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•
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Payment Network Processing.
Payment network processors, such as Visa, Mastercard and PIN debit payment networks, sell electronic payment network routing and support services to financial institutions that issue cards and merchant acquirers that provide transaction processing. Depending on their market position and network capabilities, these providers route credit, debit and prepaid card transactions from merchant acquiring processors to the financial institution that issued the card, and they ensure that the financial institution’s authorization approvals are routed back to the merchant acquiring processor and that transactions are appropriately settled between the merchant’s bank and the card-issuing financial institution. These providers also provide specialized risk management and other value-added services to financial institutions. Payment networks charge merchant acquiring processors and issuing financial institutions routing fees per transaction and monthly or annual maintenance fees and assessments.
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•
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Issuer Card Processing.
Issuer card processors sell electronic payment issuing, processing and supporting services to financial institutions. These providers authorize transactions received from the payment networks and ensure that each transaction is appropriately cleared and settled from the originating card account. These companies also provide specialized program management, reporting, outsourced customer service, back office support, risk management and other value-added services to financial institutions. Card processors charge issuing financial institutions fees based on the number of transactions processed and the number of cards that are managed.
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•
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Invest in and leverage our integrated business model and technology platform to strengthen and protect our core business;
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•
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Broaden and deepen our distribution channels to grow our merchant and financial institutions client base;
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•
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Differentiate through value-added services that address evolving client demands and provide additional cross-selling opportunities, including security and fraud management, information services, ease of connection and delivery, and support for omni-channel environments; and
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•
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Enter new geographic markets through strategic partnerships or acquisitions that enhance our distribution channels, client base, and service capabilities.
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Year Ended December 31,
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||||||||||
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2016
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2015
|
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2014
|
||||||
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(dollars in thousands)
|
||||||||||
Merchant Services
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|
|
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|||
Total revenue
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$
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3,082,951
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$
|
2,656,906
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|
|
$
|
2,100,367
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|
Network fees and other costs
|
1,537,072
|
|
|
1,321,312
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|
|
1,033,801
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|
|||
Net revenue
|
1,545,879
|
|
|
1,335,594
|
|
|
1,066,566
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|||
Sales and marketing
|
557,942
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|
|
478,736
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|
|
367,998
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|
|||
Segment profit
|
$
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987,937
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$
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856,858
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$
|
698,568
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Non-financial data:
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|||
Transactions (in millions)
|
20,955
|
|
|
18,959
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|
|
16,262
|
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
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(dollars in thousands)
|
||||||||||
Financial Institution Services
|
|
|
|
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|||
Total revenue
|
$
|
496,040
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$
|
503,032
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$
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476,836
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Network fees and other costs
|
137,158
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|
|
156,890
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|
140,864
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|||
Net revenue
|
358,882
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|
|
346,142
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|
|
335,972
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|||
Sales and marketing
|
24,309
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25,213
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28,355
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|||
Segment profit
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$
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334,573
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$
|
320,929
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|
|
$
|
307,617
|
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Non-financial data:
|
|
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|
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|
|||
Transactions (in millions)
|
4,018
|
|
|
4,032
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|
3,815
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•
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are required to pay significant settlements or fines;
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•
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repurchase our common stock; or
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•
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finance Vantiv, Inc.’s purchase of Class B units of Vantiv Holding from Fifth Third Bank upon the exercise of its right to put its Class B units of Vantiv Holding to Vantiv, Inc. in exchange for cash to the extent that we decide to purchase rather than exchange such units for Class A common stock.
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•
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increasing our vulnerability to adverse economic, industry or competitive developments;
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•
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requiring a substantial portion of cash flow from operations to be dedicated to the payment of principal and interest on our indebtedness, thereby reducing our ability to use our cash flow to fund our operations, capital expenditures and future business opportunities;
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•
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exposing us to the risk of increased interest rates because certain of our borrowings, including our borrowings under our senior secured credit facilities, are at variable rates of interest;
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•
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making it more difficult for us to comply with the obligations of our debt instruments, including restrictive covenants and borrowing conditions, which could result in an event of default under the agreements governing such indebtedness;
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•
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restricting us from making strategic acquisitions or causing us to make non-strategic divestitures;
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•
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making it more difficult for us to obtain payment network sponsorship and clearing services from financial institutions;
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•
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limiting our ability to obtain additional financing for working capital, capital expenditures, product development, debt service requirements, acquisitions and general corporate or other purposes; and
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•
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limiting our flexibility in planning for, or reacting to, changes in our business or market conditions and placing us at a competitive disadvantage compared to our competitors who are less highly leveraged and who, therefore, may be able to take advantage of opportunities that our leverage prevents us from exploiting.
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•
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restrictions on the ability of our stockholders to call a special meeting and the business that can be conducted at such meeting;
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•
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prohibition on the ability of our stockholders to remove directors elected by the holders of our Class A common stock without cause;
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•
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our ability to issue additional shares of Class A common stock and to issue preferred stock with terms that the board of directors may determine, in each case without stockholder approval (other than as specified in our amended and restated certificate of incorporation);
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•
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the absence of cumulative voting in the election of directors;
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•
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supermajority approval requirements for amending or repealing provisions in the amended and restated certificate of incorporation and bylaws;
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•
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a classified board of directors;
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•
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a prohibition on action by written consent of stockholders; and
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•
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advance notice requirements for stockholder proposals and nominations.
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•
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market conditions in the broader stock market;
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•
|
actual or anticipated variations in our quarterly financial and operating results;
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•
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variations in operating results of similar companies;
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•
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introduction of new services by us, our competitors or our clients
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•
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issuance of new, negative or changed securities analysts’ reports or recommendations or estimates;
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•
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investor perceptions of us and the industries in which we or our clients operate;
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•
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sales, or anticipated sales, of our stock, including sales by existing stockholders;
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•
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additions or departures of key personnel;
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•
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regulatory or political developments;
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•
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stock-based compensation expense under applicable accounting standards;
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•
|
litigation and governmental investigations; and
|
•
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changing economic conditions.
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2015
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High
|
|
Low
|
||||
First Quarter
|
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$
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39.11
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|
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$
|
32.99
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|
Second Quarter
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$
|
41.09
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|
$
|
37.16
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Third Quarter
|
|
$
|
47.02
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$
|
38.20
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Fourth Quarter
|
|
$
|
53.46
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$
|
44.46
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|
|
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|
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|
||||
2016
|
|
High
|
|
Low
|
||||
First Quarter
|
|
$
|
54.50
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|
$
|
42.01
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Second Quarter
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$
|
58.09
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$
|
50.52
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Third Quarter
|
|
$
|
59.62
|
|
|
$
|
52.45
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Fourth Quarter
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|
$
|
60.25
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|
$
|
54.38
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Period
|
|
Total Number
of Shares Purchased (1)(2) |
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Average Price
Paid per Share |
|
Total Shares
Purchased as Part of Publicly Announced Plans or Programs (2) |
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Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (in millions)
(2)
|
||||||
October 1, 2016 to October 31, 2016
|
|
2,780
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|
|
$
|
59.15
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|
—
|
|
|
$
|
299.6
|
|
November 1, 2016 to November 30, 2016
|
|
950,652
|
|
|
$
|
59.32
|
|
|
950,000
|
|
|
$
|
243.2
|
|
December 1, 2016 to December 31, 2016
|
|
170
|
|
|
$
|
58.64
|
|
|
—
|
|
|
$
|
243.2
|
|
|
(1)
|
Includes shares of Class A common stock surrendered to us to satisfy tax withholding obligations in connection with the vesting of restricted stock awards.
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(2)
|
On October 25, 2016, the board of directors authorized a program to repurchase up to an additional $250 million of our Class A common stock. During the
three months ended December 31, 2016
, we repurchased
950,000
shares of Class A common stock for approximately
$56.4 million
. Purchases under the repurchase program are allowed from time to time in the open market, in privately negotiated transactions, or otherwise. The manner, timing, and amount of any purchases 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 we may discontinue purchases at any time that management determines additional purchases are not warranted.
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|
|
|
|
|
|
|
Year Ended December 31, 2016
|
|
Year Ended December 31, 2015
|
|
Year Ended December 31, 2014
|
|
Year Ended December 31, 2013
|
|
Year Ended December 31, 2012
|
||||||||||
|
(in thousands, except per share data)
|
||||||||||||||||||
Statement of income data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenue
|
$
|
3,578,991
|
|
|
$
|
3,159,938
|
|
|
$
|
2,577,203
|
|
|
$
|
2,108,077
|
|
|
$
|
1,863,239
|
|
Network fees and other costs
|
1,674,230
|
|
|
1,478,202
|
|
|
1,174,665
|
|
|
935,441
|
|
|
840,597
|
|
|||||
Sales and marketing
|
582,251
|
|
|
503,949
|
|
|
396,353
|
|
|
312,044
|
|
|
280,644
|
|
|||||
Other operating costs
|
294,235
|
|
|
284,066
|
|
|
242,439
|
|
|
200,630
|
|
|
158,374
|
|
|||||
General and administrative
|
189,707
|
|
|
182,369
|
|
|
173,986
|
|
|
121,707
|
|
|
118,231
|
|
|||||
Depreciation and amortization
|
270,054
|
|
|
276,942
|
|
|
275,069
|
|
|
185,453
|
|
|
160,538
|
|
|||||
Income from operations
|
568,514
|
|
|
434,410
|
|
|
314,691
|
|
|
352,802
|
|
|
304,855
|
|
|||||
Interest expense-net
|
(109,534
|
)
|
|
(105,736
|
)
|
|
(79,701
|
)
|
|
(40,902
|
)
|
|
(54,572
|
)
|
|||||
Non-operating income (expense)
|
(36,256
|
)
|
|
(31,268
|
)
|
|
177
|
|
|
(20,000
|
)
|
|
(92,672
|
)
|
|||||
Income before applicable income taxes
|
422,724
|
|
|
297,406
|
|
|
235,167
|
|
|
291,900
|
|
|
157,611
|
|
|||||
Income tax expense
|
141,853
|
|
|
88,177
|
|
|
66,177
|
|
|
83,760
|
|
|
46,853
|
|
|||||
Net income
|
280,871
|
|
|
209,229
|
|
|
168,990
|
|
|
208,140
|
|
|
110,758
|
|
|||||
Less: Net income attributable to non-controlling interests
|
(67,663
|
)
|
|
(61,283
|
)
|
|
(43,698
|
)
|
|
(74,568
|
)
|
|
(53,148
|
)
|
|||||
Net income attributable to Vantiv, Inc.
|
$
|
213,208
|
|
|
$
|
147,946
|
|
|
$
|
125,292
|
|
|
$
|
133,572
|
|
|
$
|
57,610
|
|
Net income per share attributable to Vantiv, Inc. Class A common stock:
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
$
|
1.37
|
|
|
$
|
1.02
|
|
|
$
|
0.88
|
|
|
$
|
0.96
|
|
|
$
|
0.50
|
|
Diluted
|
$
|
1.32
|
|
|
$
|
0.95
|
|
|
$
|
0.75
|
|
|
$
|
0.87
|
|
|
$
|
0.47
|
|
Shares used in computing net income per share of Class A common stock:
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
156,043,636
|
|
|
145,044,577
|
|
|
141,936,933
|
|
|
138,836,314
|
|
|
116,258,204
|
|
|||||
Diluted
|
162,115,549
|
|
|
200,934,442
|
|
|
199,170,813
|
|
|
206,027,557
|
|
|
122,747,362
|
|
|
|
|
|
As of December 31,
|
||||||||||||||||||
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
||||||||||
|
(in thousands)
|
||||||||||||||||||
Balance sheet data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
139,148
|
|
|
$
|
197,096
|
|
|
$
|
411,568
|
|
|
$
|
171,427
|
|
|
$
|
67,058
|
|
Total assets
|
7,044,007
|
|
|
6,465,426
|
|
|
6,336,083
|
|
|
4,189,553
|
|
|
3,979,529
|
|
|||||
Total long-term liabilities
|
3,747,706
|
|
|
3,944,981
|
|
|
4,072,164
|
|
|
2,327,918
|
|
|
1,665,826
|
|
|||||
Non-controlling interests
|
291,624
|
|
|
272,278
|
|
|
397,573
|
|
|
408,391
|
|
|
626,309
|
|
|||||
Total equity
|
1,607,289
|
|
|
1,225,066
|
|
|
1,300,586
|
|
|
1,176,322
|
|
|
1,444,235
|
|
|
|
|
•
|
In July 2016, we 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 our 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, the Fifth Third TRA Addendum provided 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. If the associated Call Options or Put Options are exercised, 10% of the obligations would be settled on each of March 31, 2017, June 30, 2017, September 30, 2017, and December 31, 2017 and 15% of the obligations would be settled on each of March 31, 2018, June 30, 2018, September 30, 2018, and December 31, 2018. See Note 7 - Tax Receivable Agreements in “Item 8 - Financial Statements and Supplementary Data” for more information about the TRA transaction.
|
|
|
|
•
|
On October 25, 2016, the board of directors authorized a program to repurchase up to an additional $250 million of the Company's Class A common stock. Throughout 2016, we repurchased approximately
1.4 million
shares of our Class A common stock for approximately
$81.4 million
under various programs approved by our board of directors. See Note 12 - Capital Stock in “Item 8 - Financial Statements and Supplementary Data” for more information about the share repurchases.
|
|
|
|
•
|
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 our technology platform and data centers, information technology costs for processing transactions, product development costs, software 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.
|
•
|
Depreciation and amortization
expense consists of our depreciation expense related to investments in property, equipment and software as well as our amortization of intangible assets.
|
•
|
Interest expense—net
consists primarily of interest on borrowings under our senior secured credit facilities less interest income earned on our cash and cash equivalents.
|
•
|
Income tax expense
represents federal, state and local taxes based on income in multiple jurisdictions.
|
•
|
Non-operating income (expense)
during the year ended
December 31, 2016
related to the change in fair value of the Mercury TRA entered into as part of the acquisition of Mercury and a charge related to the refinancing of our senior secured credit facilities in October 2016. The
2015
amount primarily related to the change in the fair value of the Mercury TRA. The
2014
amount primarily related to a benefit recorded as a result of a reduction in certain TRA liabilities, partially offset by a charge related to the refinancing of our senior secured credit facilities in June 2014 and the change in fair value of the Mercury TRA.
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
||||||
|
|
2016
|
|
2015
|
||||
Fifth Third Tax Benefit
(a)
|
|
$
|
49,219
|
|
|
$
|
41,701
|
|
Mercury Tax Benefit
(b)
|
|
18,660
|
|
|
25,230
|
|
||
Total Tax Benefits
|
|
67,879
|
|
|
66,931
|
|
||
Less: TRA payments
(c)
|
|
(57,697
|
)
|
|
(56,891
|
)
|
||
TRA Tax Benefits
(d)
|
|
10,182
|
|
|
10,040
|
|
||
Acquired Tax Benefits
(e)
|
|
65,978
|
|
|
48,146
|
|
||
Pro Forma Tax Benefits
(f)
|
|
$
|
76,160
|
|
|
$
|
58,186
|
|
|
|
Year Ended December 31,
|
||||||
|
2016
|
|
2015
|
||||
|
(in thousands)
|
||||||
Income before applicable income taxes
|
$
|
422,724
|
|
|
$
|
297,406
|
|
Non-GAAP Adjustments:
|
|
|
|
||||
Transition, acquisition and integration costs
|
37,558
|
|
|
62,583
|
|
||
Share-based compensation
|
35,871
|
|
|
30,492
|
|
||
Intangible amortization
|
190,822
|
|
|
191,441
|
|
||
Non-operating expenses
|
36,256
|
|
|
31,268
|
|
||
Non-GAAP Adjusted Income Before Applicable Taxes
|
723,231
|
|
|
613,190
|
|
||
Less: Pro Forma Adjustments
|
|
|
|
||||
Income tax expense
|
260,363
|
|
|
220,748
|
|
||
Tax adjustments
|
(76,160
|
)
|
|
(58,186
|
)
|
||
JV non-controlling interest
|
1,200
|
|
|
1,501
|
|
||
Pro Forma Adjusted Net Income
|
$
|
537,828
|
|
|
$
|
449,127
|
|
|
|
|
|
Year Ended December 31,
|
|
|
|
|
|||||||||
|
2016
|
|
2015
|
|
$ Change
|
|
% Change
|
|||||||
|
(dollars in thousands)
|
|||||||||||||
Revenue
|
$
|
3,578,991
|
|
|
$
|
3,159,938
|
|
|
$
|
419,053
|
|
|
13
|
%
|
Network fees and other costs
|
1,674,230
|
|
|
1,478,202
|
|
|
196,028
|
|
|
13
|
|
|||
Net revenue
|
1,904,761
|
|
|
1,681,736
|
|
|
223,025
|
|
|
13
|
|
|||
Sales and marketing
|
582,251
|
|
|
503,949
|
|
|
78,302
|
|
|
16
|
|
|||
Other operating costs
|
294,235
|
|
|
284,066
|
|
|
10,169
|
|
|
4
|
|
|||
General and administrative
|
189,707
|
|
|
182,369
|
|
|
7,338
|
|
|
4
|
|
|||
Depreciation and amortization
|
270,054
|
|
|
276,942
|
|
|
(6,888
|
)
|
|
(2
|
)
|
|||
Income from operations
|
$
|
568,514
|
|
|
$
|
434,410
|
|
|
$
|
134,104
|
|
|
31
|
%
|
Non-financial data:
|
|
|
|
|
|
|
|
|
|
|
|
|||
Transactions (in millions)
|
24,973
|
|
|
22,991
|
|
|
|
|
|
9
|
%
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
|
|
|
|||||||||
|
2016
|
|
2015
|
|
$ Change
|
|
% Change
|
|||||||
|
(dollars in thousands)
|
|||||||||||||
Total revenue
|
$
|
3,082,951
|
|
|
$
|
2,656,906
|
|
|
$
|
426,045
|
|
|
16
|
%
|
Network fees and other costs
|
1,537,072
|
|
|
1,321,312
|
|
|
215,760
|
|
|
16
|
|
|||
Net revenue
|
1,545,879
|
|
|
1,335,594
|
|
|
210,285
|
|
|
16
|
|
|||
Sales and marketing
|
557,942
|
|
|
478,736
|
|
|
79,206
|
|
|
17
|
|
|||
Segment profit
|
$
|
987,937
|
|
|
$
|
856,858
|
|
|
$
|
131,079
|
|
|
15
|
%
|
Non-financial data:
|
|
|
|
|
|
|
|
|
|
|
|
|||
Transactions (in millions)
|
20,955
|
|
|
18,959
|
|
|
|
|
|
11
|
%
|
|
Year Ended December 31,
|
|
|
|
|
|||||||||
|
2016
|
|
2015
|
|
$ Change
|
|
% Change
|
|||||||
|
(dollars in thousands)
|
|||||||||||||
Total revenue
|
$
|
496,040
|
|
|
$
|
503,032
|
|
|
$
|
(6,992
|
)
|
|
(1
|
)%
|
Network fees and other costs
|
137,158
|
|
|
156,890
|
|
|
(19,732
|
)
|
|
(13
|
)
|
|||
Net revenue
|
358,882
|
|
|
346,142
|
|
|
12,740
|
|
|
4
|
|
|||
Sales and marketing
|
24,309
|
|
|
25,213
|
|
|
(904
|
)
|
|
(4
|
)
|
|||
Segment profit
|
$
|
334,573
|
|
|
$
|
320,929
|
|
|
$
|
13,644
|
|
|
4
|
%
|
Non-financial data:
|
|
|
|
|
|
|
|
|
|
|
|
|||
Transactions (in millions)
|
4,018
|
|
|
4,032
|
|
|
|
|
|
—
|
%
|
|
|
|
|
Year Ended December 31,
|
|
|
|
|
|||||||||
|
2015
|
|
2014
|
|
$ Change
|
|
% Change
|
|||||||
|
(dollars in thousands)
|
|||||||||||||
Revenue
|
$
|
3,159,938
|
|
|
$
|
2,577,203
|
|
|
$
|
582,735
|
|
|
23
|
%
|
Network fees and other costs
|
1,478,202
|
|
|
1,174,665
|
|
|
303,537
|
|
|
26
|
|
|||
Net revenue
|
1,681,736
|
|
|
1,402,538
|
|
|
279,198
|
|
|
20
|
|
|||
Sales and marketing
|
503,949
|
|
|
396,353
|
|
|
107,596
|
|
|
27
|
|
|||
Other operating costs
|
284,066
|
|
|
242,439
|
|
|
41,627
|
|
|
17
|
|
|||
General and administrative
|
182,369
|
|
|
173,986
|
|
|
8,383
|
|
|
5
|
|
|||
Depreciation and amortization
|
276,942
|
|
|
275,069
|
|
|
1,873
|
|
|
1
|
|
|||
Income from operations
|
$
|
434,410
|
|
|
$
|
314,691
|
|
|
$
|
119,719
|
|
|
38
|
%
|
Non-financial data:
|
|
|
|
|
|
|
|
|
|
|
|
|||
Transactions (in millions)
|
22,991
|
|
|
20,077
|
|
|
|
|
|
15
|
%
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
|
|
|
|||||||||
|
2015
|
|
2014
|
|
$ Change
|
|
% Change
|
|||||||
|
(dollars in thousands)
|
|||||||||||||
Total revenue
|
$
|
2,656,906
|
|
|
$
|
2,100,367
|
|
|
$
|
556,539
|
|
|
26
|
%
|
Network fees and other costs
|
1,321,312
|
|
|
1,033,801
|
|
|
287,511
|
|
|
28
|
|
|||
Net revenue
|
1,335,594
|
|
|
1,066,566
|
|
|
269,028
|
|
|
25
|
|
|||
Sales and marketing
|
478,736
|
|
|
367,998
|
|
|
110,738
|
|
|
30
|
|
|||
Segment profit
|
$
|
856,858
|
|
|
$
|
698,568
|
|
|
$
|
158,290
|
|
|
23
|
%
|
Non-financial data:
|
|
|
|
|
|
|
|
|
|
|
|
|||
Transactions (in millions)
|
18,959
|
|
|
16,262
|
|
|
|
|
|
17
|
%
|
|
Year Ended December 31,
|
|
|
|
|
|||||||||
|
2015
|
|
2014
|
|
$ Change
|
|
% Change
|
|||||||
|
(dollars in thousands)
|
|||||||||||||
Total revenue
|
$
|
503,032
|
|
|
$
|
476,836
|
|
|
$
|
26,196
|
|
|
5
|
%
|
Network fees and other costs
|
156,890
|
|
|
140,864
|
|
|
16,026
|
|
|
11
|
|
|||
Net revenue
|
346,142
|
|
|
335,972
|
|
|
10,170
|
|
|
3
|
|
|||
Sales and marketing
|
25,213
|
|
|
28,355
|
|
|
(3,142
|
)
|
|
(11
|
)
|
|||
Segment profit
|
$
|
320,929
|
|
|
$
|
307,617
|
|
|
$
|
13,312
|
|
|
4
|
%
|
Non-financial data:
|
|
|
|
|
|
|
|
|
|
|
|
|||
Transactions (in millions)
|
4,032
|
|
|
3,815
|
|
|
|
|
|
6
|
%
|
|
|
|
|
|
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Net cash provided by operating activities
|
$
|
668,590
|
|
|
$
|
757,878
|
|
|
$
|
592,905
|
|
Net cash used in investing activities
|
(570,121
|
)
|
|
(126,727
|
)
|
|
(1,798,956
|
)
|
|||
Net cash (used in) provided by financing activities
|
(156,417
|
)
|
|
(845,623
|
)
|
|
1,446,192
|
|
|
|
|
Period
|
|
Leverage
Ratio
(must not exceed)
|
|
Interest Coverage
Ratio
(must exceed)
|
July 1, 2016 to September 30, 2016
|
|
6.25 to 1.00
|
|
4.00 to 1.00
|
December 31, 2016 to September 30, 2017
|
|
5.50 to 1.00
|
|
4.00 to 1.00
|
December 31, 2017 to September 30, 2018
|
|
4.75 to 1.00
|
|
4.00 to 1.00
|
December 31, 2018 and thereafter
|
|
4.25 to 1.00
|
|
4.00 to 1.00
|
•
|
TRAs with investors prior to our initial public offering (“IPO”) for its use of NPC Group, Inc. net operating losses (“NOLs”) and other tax attributes existing at the IPO date under the NPC TRA, all of which is currently held by Fifth Third.
|
•
|
The Fifth Third TRA in which we realize 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.
|
•
|
A TRA with 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.
|
•
|
The Fifth Third TRA Addendum provided that we 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
|
|
|
|
•
|
Under the terms of the Fifth Third TRA Addendum, in the unlikely event we do 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 of our additional obligations would be terminated and settled in consideration for cash payments with similar amounts to the Call Options.
|
•
|
Beginning December 1st of each of 2015, 2016, 2017, and 2018, and ending June 30th of 2016, 2017, 2018, and 2019, respectively, we are granted call options (collectively, the "Call Options") pursuant to which certain of our additional obligations 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.
|
•
|
In the unlikely event we do 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 of our additional obligations would be terminated in consideration for cash payments with similar amounts to the Call Options.
|
•
|
During June 2016, we exercised our first call option under the Mercury TRA Addendum and made a related $41.4 million settlement payment to the Mercury TRA Holders.
|
|
Balance as of December 31, 2015
|
|
2016 TRA Payment
|
|
2016 TRA Settlements
|
|
2016 Secondary Offering
|
|
Change in Value
|
|
Balance as of December 31, 2016
|
||||||||||||
TRA with Fifth Third Bank
|
$
|
833,061
|
|
|
$
|
(31,233
|
)
|
|
$
|
(330,711
|
)
|
|
$
|
171,162
|
|
|
$
|
53
|
|
|
$
|
642,332
|
|
Mercury TRA
|
191,207
|
|
|
(22,241
|
)
|
|
(41,400
|
)
|
|
—
|
|
|
19,474
|
|
|
147,040
|
|
||||||
Total
|
$
|
1,024,268
|
|
|
$
|
(53,474
|
)
|
|
$
|
(372,111
|
)
|
|
$
|
171,162
|
|
|
$
|
19,527
|
|
|
$
|
789,372
|
|
|
|
|
|
|
|
Payments Due By Period
|
||||||||||||||||
|
Total
|
|
Less than
1 year
|
|
1 - 3 Years
|
|
3 - 5 Years
|
|
More than
5 Years
|
||||||||||
|
|
|
(in thousands)
|
||||||||||||||||
Operating leases
|
$
|
44,769
|
|
|
$
|
9,704
|
|
|
$
|
13,445
|
|
|
$
|
8,423
|
|
|
$
|
13,197
|
|
Capital leases
|
21,674
|
|
|
8,221
|
|
|
13,453
|
|
|
—
|
|
|
—
|
|
|||||
Borrowings
(1)
|
3,700,888
|
|
|
223,281
|
|
|
435,815
|
|
|
2,271,518
|
|
|
770,274
|
|
|||||
Purchase commitments
(2)(3)
|
143,823
|
|
|
52,681
|
|
|
28,982
|
|
|
24,910
|
|
|
37,250
|
|
|||||
Obligations under TRAs
(4)
|
589,684
|
|
|
157,150
|
|
|
270,501
|
|
|
15,979
|
|
|
146,054
|
|
|||||
Total
|
$
|
4,500,838
|
|
|
$
|
451,037
|
|
|
$
|
762,196
|
|
|
$
|
2,320,830
|
|
|
$
|
966,775
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Represents principal and variable interest payments due under our senior secured credit facilities and the loan agreement for our corporate headquarters facility as of
December 31, 2016
. Interest payments are approximately as follows: $92.2 million for less than 1 year; $173.4 million for 1 - 3 years; $147.3 million for 3 - 5 years and $43.5 million for more than 5 years. Variable interest payments were calculated using interest rates as of
December 31, 2016
.
|
(2)
|
Includes obligations related to software licenses, software maintenance support and telecommunication and network services.
|
(3)
|
We have agreements with third-party processors to provide gateway authorization and other processing services. These agreements require us to submit a minimum number of transactions for processing. If we submit a number of transactions that is less than the minimum, we are required to pay the third party processor’s fees that they would have received if we had submitted the required minimum number of transactions. Processing services includes amounts due under network sponsorship agreements.
|
(4)
|
Represents estimated TRA payments to various parties and cash payments to exercise the call options pursuant to which certain additional obligations of the Company under the Fifth Third and Mercury TRAs would be terminated. See Note 7 - Tax Receivable Agreements in “Item 8 - Financial Statements and Supplementary Data” for more details.
|
|
|
|
|
|
|
|
|
Page
|
Vantiv, Inc. and Subsidiaries
|
|
|
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
Revenue:
|
|
|
|
|
|
|
|
|
||||
External customers
|
|
$
|
3,504,129
|
|
|
$
|
3,079,506
|
|
|
$
|
2,496,899
|
|
Related party revenues
|
|
74,862
|
|
|
80,432
|
|
|
80,304
|
|
|||
Total revenue
|
|
3,578,991
|
|
|
3,159,938
|
|
|
2,577,203
|
|
|||
Network fees and other costs
|
|
1,674,230
|
|
|
1,478,202
|
|
|
1,174,665
|
|
|||
Sales and marketing
|
|
582,251
|
|
|
503,949
|
|
|
396,353
|
|
|||
Other operating costs
|
|
294,235
|
|
|
284,066
|
|
|
242,439
|
|
|||
General and administrative
|
|
189,707
|
|
|
182,369
|
|
|
173,986
|
|
|||
Depreciation and amortization
|
|
270,054
|
|
|
276,942
|
|
|
275,069
|
|
|||
Income from operations
|
|
568,514
|
|
|
434,410
|
|
|
314,691
|
|
|||
Interest expense—net
|
|
(109,534
|
)
|
|
(105,736
|
)
|
|
(79,701
|
)
|
|||
Non-operating income (expense)
|
|
(36,256
|
)
|
|
(31,268
|
)
|
|
177
|
|
|||
Income before applicable income taxes
|
|
422,724
|
|
|
297,406
|
|
|
235,167
|
|
|||
Income tax expense
|
|
141,853
|
|
|
88,177
|
|
|
66,177
|
|
|||
Net income
|
|
280,871
|
|
|
209,229
|
|
|
168,990
|
|
|||
Less: Net income attributable to non-controlling interests
|
|
(67,663
|
)
|
|
(61,283
|
)
|
|
(43,698
|
)
|
|||
Net income attributable to Vantiv, Inc.
|
|
$
|
213,208
|
|
|
$
|
147,946
|
|
|
$
|
125,292
|
|
Net income per share attributable to Vantiv, Inc. Class A common stock:
|
|
|
|
|
|
|
||||||
Basic
|
|
$
|
1.37
|
|
|
$
|
1.02
|
|
|
$
|
0.88
|
|
Diluted
|
|
$
|
1.32
|
|
|
$
|
0.95
|
|
|
$
|
0.75
|
|
Shares used in computing net income per share of Class A common stock:
|
|
|
|
|
|
|
|
|
||||
Basic
|
|
156,043,636
|
|
|
145,044,577
|
|
|
141,936,933
|
|
|||
Diluted
|
|
162,115,549
|
|
|
200,934,442
|
|
|
199,170,813
|
|
|
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
Net income
|
|
$
|
280,871
|
|
|
$
|
209,229
|
|
|
$
|
168,990
|
|
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
|
|
|
||||
Gain (loss) on cash flow hedges and other
|
|
4,053
|
|
|
(8,209
|
)
|
|
(6,172
|
)
|
|||
Comprehensive income
|
|
284,924
|
|
|
201,020
|
|
|
162,818
|
|
|||
Less: Comprehensive income attributable to non-controlling interests
|
|
(68,709
|
)
|
|
(58,510
|
)
|
|
(41,558
|
)
|
|||
Comprehensive income attributable to Vantiv, Inc.
|
|
$
|
216,215
|
|
|
$
|
142,510
|
|
|
$
|
121,260
|
|
|
|
|
|
December 31,
2016 |
|
December 31,
2015 |
||||
Assets
|
|
|
|
|
|
||
Current assets:
|
|
|
|
|
|
||
Cash and cash equivalents
|
$
|
139,148
|
|
|
$
|
197,096
|
|
Accounts receivable—net
|
940,052
|
|
|
680,033
|
|
||
Related party receivable
|
1,751
|
|
|
3,999
|
|
||
Settlement assets
|
152,490
|
|
|
143,563
|
|
||
Prepaid expenses
|
39,229
|
|
|
31,147
|
|
||
Other
|
15,188
|
|
|
61,661
|
|
||
Total current assets
|
1,287,858
|
|
|
1,117,499
|
|
||
Customer incentives
|
67,288
|
|
|
57,984
|
|
||
Property, equipment and software—net
|
348,553
|
|
|
308,009
|
|
||
Intangible assets—net
|
787,820
|
|
|
863,066
|
|
||
Goodwill
|
3,738,589
|
|
|
3,366,528
|
|
||
Deferred taxes
|
771,139
|
|
|
731,622
|
|
||
Other assets
|
42,760
|
|
|
20,718
|
|
||
Total assets
|
$
|
7,044,007
|
|
|
$
|
6,465,426
|
|
Liabilities and equity
|
|
|
|
|
|
||
Current liabilities:
|
|
|
|
|
|
||
Accounts payable and accrued expenses
|
$
|
471,979
|
|
|
$
|
364,878
|
|
Related party payable
|
3,623
|
|
|
4,698
|
|
||
Settlement obligations
|
801,381
|
|
|
677,502
|
|
||
Current portion of note payable to related party
|
7,557
|
|
|
10,353
|
|
||
Current portion of note payable
|
123,562
|
|
|
106,148
|
|
||
Current portion of tax receivable agreement obligations to related parties
|
191,014
|
|
|
31,232
|
|
||
Current portion of tax receivable agreement obligations
|
60,400
|
|
|
64,227
|
|
||
Deferred income
|
7,907
|
|
|
14,470
|
|
||
Current maturities of capital lease obligations
|
7,870
|
|
|
7,931
|
|
||
Other
|
13,719
|
|
|
13,940
|
|
||
Total current liabilities
|
1,689,012
|
|
|
1,295,379
|
|
||
Long-term liabilities:
|
|
|
|
|
|
||
Note payable to related party
|
143,577
|
|
|
181,169
|
|
||
Note payable
|
2,946,026
|
|
|
2,762,469
|
|
||
Tax receivable agreement obligations to related parties
|
451,318
|
|
|
801,829
|
|
||
Tax receivable agreement obligations
|
86,640
|
|
|
126,980
|
|
||
Capital lease obligations
|
13,223
|
|
|
21,801
|
|
||
Deferred taxes
|
62,148
|
|
|
15,836
|
|
||
Other
|
44,774
|
|
|
34,897
|
|
||
Total long-term liabilities
|
3,747,706
|
|
|
3,944,981
|
|
||
Total liabilities
|
5,436,718
|
|
|
5,240,360
|
|
||
Commitments and contingencies (See Note 10 - Commitments, Contingencies and Guarantees)
|
|
|
|
|
|
||
Equity:
|
|
|
|
|
|
||
Class A common stock, $0.00001 par value; 890,000,000 shares authorized; 161,134,831 shares outstanding at December 31, 2016; 155,488,326 shares outstanding at December 31, 2015
|
1
|
|
|
1
|
|
||
Class B common stock, no par value; 100,000,000 shares authorized; 35,042,826 shares issued and outstanding at December 31, 2016 and December 31, 2015, respectively
|
—
|
|
|
—
|
|
||
Preferred stock, $0.00001 par value; 10,000,000 shares authorized; no shares issued and outstanding
|
—
|
|
|
—
|
|
||
Paid-in capital
|
706,055
|
|
|
553,145
|
|
||
Retained earnings
|
689,512
|
|
|
476,304
|
|
||
Accumulated other comprehensive loss
|
(6,197
|
)
|
|
(9,204
|
)
|
||
Treasury stock, at cost; 2,710,195 shares at December 31, 2016 and 2,593,242 shares at December 31, 2015
|
(73,706
|
)
|
|
(67,458
|
)
|
||
Total Vantiv, Inc. equity
|
1,315,665
|
|
|
952,788
|
|
||
Non-controlling interests
|
291,624
|
|
|
272,278
|
|
||
Total equity
|
1,607,289
|
|
|
1,225,066
|
|
||
Total liabilities and equity
|
$
|
7,044,007
|
|
|
$
|
6,465,426
|
|
|
|
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Operating Activities:
|
|
|
|
|
|
|
|
||||
Net income
|
$
|
280,871
|
|
|
$
|
209,229
|
|
|
$
|
168,990
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
|
|
|
|||
Depreciation and amortization expense
|
270,054
|
|
|
276,942
|
|
|
240,802
|
|
|||
Write-off of intangible asset
|
—
|
|
|
—
|
|
|
34,267
|
|
|||
Amortization of customer incentives
|
25,818
|
|
|
18,256
|
|
|
12,032
|
|
|||
Amortization and write-off of debt issuance costs
|
22,584
|
|
|
8,376
|
|
|
31,956
|
|
|||
Share-based compensation expense
|
35,871
|
|
|
30,492
|
|
|
42,171
|
|
|||
Deferred taxes
|
79,668
|
|
|
55,280
|
|
|
32,469
|
|
|||
Excess tax benefit from share-based compensation
|
(12,167
|
)
|
|
(16,707
|
)
|
|
(13,420
|
)
|
|||
Tax receivable agreements non-cash items
|
19,527
|
|
|
28,171
|
|
|
(25,838
|
)
|
|||
Other
|
467
|
|
|
(945
|
)
|
|
—
|
|
|||
Change in operating assets and liabilities:
|
|
|
|
|
|
|
|
|
|||
Accounts receivable and related party receivable
|
(212,862
|
)
|
|
(70,194
|
)
|
|
(94,326
|
)
|
|||
Net settlement assets and obligations
|
79,719
|
|
|
168,319
|
|
|
157,663
|
|
|||
Customer incentives
|
(42,548
|
)
|
|
(32,892
|
)
|
|
(17,108
|
)
|
|||
Prepaid and other assets
|
39,636
|
|
|
11,324
|
|
|
(25,557
|
)
|
|||
Accounts payable and accrued expenses
|
92,749
|
|
|
57,861
|
|
|
53,172
|
|
|||
Payable to related party
|
(1,075
|
)
|
|
2,663
|
|
|
(433
|
)
|
|||
Other liabilities
|
(9,722
|
)
|
|
11,703
|
|
|
(3,935
|
)
|
|||
Net cash provided by operating activities
|
668,590
|
|
|
757,878
|
|
|
592,905
|
|
|||
Investing Activities:
|
|
|
|
|
|
|
|
||||
Purchases of property and equipment
|
(118,194
|
)
|
|
(84,730
|
)
|
|
(103,179
|
)
|
|||
Acquisition of customer portfolios and related assets and other
|
(23,627
|
)
|
|
(41,997
|
)
|
|
(29,596
|
)
|
|||
Purchase of investments
|
—
|
|
|
—
|
|
|
(7,487
|
)
|
|||
Purchase of derivative instruments
|
(21,523
|
)
|
|
—
|
|
|
—
|
|
|||
Cash used in acquisitions, net of cash acquired
|
(406,777
|
)
|
|
—
|
|
|
(1,658,694
|
)
|
|||
Net cash used in investing activities
|
(570,121
|
)
|
|
(126,727
|
)
|
|
(1,798,956
|
)
|
|||
Financing Activities:
|
|
|
|
|
|
|
|
||||
Proceeds from issuance of long-term debt
|
3,234,375
|
|
|
—
|
|
|
3,443,000
|
|
|||
Repayment of debt and capital lease obligations
|
(3,084,922
|
)
|
|
(326,462
|
)
|
|
(1,870,540
|
)
|
|||
Borrowings on revolving credit facility
|
1,250,000
|
|
|
177,000
|
|
|
—
|
|
|||
Repayment of revolving credit facility
|
(1,250,000
|
)
|
|
(177,000
|
)
|
|
—
|
|
|||
Payment of debt issuance costs
|
(20,115
|
)
|
|
—
|
|
|
(38,092
|
)
|
|||
Proceeds from issuance of Class A common stock under employee stock plans
|
15,389
|
|
|
13,630
|
|
|
4,492
|
|
|||
Warrant termination
|
—
|
|
|
(200,219
|
)
|
|
—
|
|
|||
Repurchase of Class A common stock
|
(81,369
|
)
|
|
(200,406
|
)
|
|
(59,364
|
)
|
|||
Repurchase of Class A common stock (to satisfy tax withholding obligations)
|
(6,248
|
)
|
|
(16,527
|
)
|
|
(17,801
|
)
|
|||
Settlement of certain tax receivable agreements
|
(159,274
|
)
|
|
(94,022
|
)
|
|
—
|
|
|||
Payments under tax receivable agreements
|
(53,474
|
)
|
|
(22,805
|
)
|
|
(8,639
|
)
|
|||
Excess tax benefit from share-based compensation
|
12,167
|
|
|
16,707
|
|
|
13,420
|
|
|||
Distribution to non-controlling interests
|
(12,934
|
)
|
|
(12,892
|
)
|
|
(22,911
|
)
|
|||
Other
|
(12
|
)
|
|
—
|
|
|
—
|
|
|||
(Decrease) increase in cash overdraft
|
—
|
|
|
(2,627
|
)
|
|
2,627
|
|
|||
Net cash (used in) provided by financing activities
|
(156,417
|
)
|
|
(845,623
|
)
|
|
1,446,192
|
|
|||
Net (decrease) increase in cash and cash equivalents
|
(57,948
|
)
|
|
(214,472
|
)
|
|
240,141
|
|
|||
Cash and cash equivalents—Beginning of period
|
197,096
|
|
|
411,568
|
|
|
171,427
|
|
|||
Cash and cash equivalents—End of period
|
$
|
139,148
|
|
|
$
|
197,096
|
|
|
$
|
411,568
|
|
Cash Payments:
|
|
|
|
|
|
|
|
||||
Interest
|
$
|
102,695
|
|
|
$
|
98,971
|
|
|
$
|
70,751
|
|
Taxes
|
51,140
|
|
|
6,565
|
|
|
35,157
|
|
|||
Non-cash Items:
|
|
|
|
|
|
|
|
|
|||
Issuance of tax receivable agreements to related parties
|
$
|
171,162
|
|
|
$
|
376,597
|
|
|
$
|
109,400
|
|
Issuance of tax receivable agreement as contingent consideration
|
—
|
|
|
—
|
|
|
137,860
|
|
|||
Assets acquired under capital lease obligations
|
—
|
|
|
—
|
|
|
12,997
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated
|
|
|
|||||||||||||||||||
|
|
|
Common Stock
|
|
|
|
|
|
|
|
|
|
Other
|
|
Non-
|
|||||||||||||||||||||||||
|
Total
|
|
Class A
|
|
Class B
|
|
Treasury Stock
|
|
Paid-in
|
|
Retained
|
|
Comprehensive
|
|
Controlling
|
|||||||||||||||||||||||||
|
Equity
|
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
Capital
|
|
Earnings
|
|
Income (Loss)
|
|
Interests
|
|||||||||||||||||||
Beginning Balance, January 1, 2016
|
$
|
1,225,066
|
|
|
155,488
|
|
|
$
|
1
|
|
|
35,043
|
|
|
$
|
—
|
|
|
2,593
|
|
|
$
|
(67,458
|
)
|
|
$
|
553,145
|
|
|
$
|
476,304
|
|
|
$
|
(9,204
|
)
|
|
$
|
272,278
|
|
Net income
|
280,871
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
213,208
|
|
|
—
|
|
|
67,663
|
|
||||||||
Issuance of Class A common stock under employee stock plans, net of forfeitures
|
15,389
|
|
|
1,520
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
15,389
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Excess tax benefit from employee share-based compensation
|
12,167
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12,167
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Repurchase of Class A common stock
|
(81,369
|
)
|
|
(1,407
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(81,369
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Repurchase of Class A common stock (to satisfy tax withholding obligation)
|
(6,248
|
)
|
|
(117
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
117
|
|
|
(6,248
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Exercise of warrant
|
—
|
|
|
5,651
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
25,022
|
|
|
—
|
|
|
—
|
|
|
(25,022
|
)
|
||||||||
Termination of certain tax receivable agreements
|
130,318
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
130,318
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Issuance of tax receivable agreements
|
4,117
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,117
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Unrealized gain on hedging activities, net of tax
|
4,053
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,007
|
|
|
1,046
|
|
||||||||
Distribution to non-controlling interests
|
(12,934
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(12,934
|
)
|
||||||||
Share-based compensation
|
35,871
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
29,317
|
|
|
—
|
|
|
—
|
|
|
6,554
|
|
||||||||
Other
|
(12
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(12
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Reallocation of non-controlling interests of Vantiv Holding due to change in ownership
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
17,961
|
|
|
—
|
|
|
—
|
|
|
(17,961
|
)
|
||||||||
Ending Balance, December 31, 2016
|
$
|
1,607,289
|
|
|
161,135
|
|
|
$
|
1
|
|
|
35,043
|
|
|
$
|
—
|
|
|
2,710
|
|
|
$
|
(73,706
|
)
|
|
$
|
706,055
|
|
|
$
|
689,512
|
|
|
$
|
(6,197
|
)
|
|
$
|
291,624
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated
|
|
|
|||||||||||||||||||
|
|
|
Common Stock
|
|
|
|
|
|
|
|
|
|
Other
|
|
Non-
|
|||||||||||||||||||||||||
|
Total
|
|
Class A
|
|
Class B
|
|
Treasury Stock
|
|
Paid-in
|
|
Retained
|
|
Comprehensive
|
|
Controlling
|
|||||||||||||||||||||||||
|
Equity
|
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
Capital
|
|
Earnings
|
|
Income (Loss)
|
|
Interests
|
|||||||||||||||||||
Beginning Balance, January 1, 2015
|
$
|
1,300,586
|
|
|
145,455
|
|
|
$
|
1
|
|
|
43,043
|
|
|
$
|
—
|
|
|
2,174
|
|
|
$
|
(50,931
|
)
|
|
$
|
629,353
|
|
|
$
|
328,358
|
|
|
$
|
(3,768
|
)
|
|
$
|
397,573
|
|
Net income
|
209,229
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
147,946
|
|
|
—
|
|
|
61,283
|
|
||||||||
Issuance of Class A common stock under employee stock plans, net of forfeitures
|
13,630
|
|
|
1,523
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
13,630
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Excess tax benefit from employee share-based compensation
|
16,707
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
16,707
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Repurchase of Class A common stock (to satisfy tax withholding obligation)
|
(16,527
|
)
|
|
(419
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
419
|
|
|
(16,527
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Warrant retirement
|
(144,568
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(129,173
|
)
|
|
—
|
|
|
—
|
|
|
(15,395
|
)
|
||||||||
Issuance of Class A common stock and cancellation of Class B common stock in connection with secondary offering
|
—
|
|
|
8,000
|
|
|
—
|
|
|
(8,000
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Repurchase of Class A common stock
|
(200,406
|
)
|
|
(4,446
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(200,406
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Termination of certain tax receivable agreements
|
58,191
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
58,191
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Partial exercise of warrant
|
—
|
|
|
5,375
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
25,022
|
|
|
—
|
|
|
—
|
|
|
(25,022
|
)
|
||||||||
Issuance of tax receivable agreements
|
(21,167
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(21,167
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Unrealized loss on hedging activities and other, net of tax
|
(8,209
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,436
|
)
|
|
(2,773
|
)
|
||||||||
Distribution to non-controlling interests
|
(12,892
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(12,892
|
)
|
||||||||
Share-based compensation
|
30,492
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
23,588
|
|
|
—
|
|
|
—
|
|
|
6,904
|
|
||||||||
Reallocation of non-controlling interests of Vantiv Holding due to change in ownership
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
137,400
|
|
|
—
|
|
|
—
|
|
|
(137,400
|
)
|
||||||||
Ending Balance, December 31, 2015
|
$
|
1,225,066
|
|
|
155,488
|
|
|
$
|
1
|
|
|
35,043
|
|
|
$
|
—
|
|
|
2,593
|
|
|
$
|
(67,458
|
)
|
|
$
|
553,145
|
|
|
$
|
476,304
|
|
|
$
|
(9,204
|
)
|
|
$
|
272,278
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated
|
|
|
|||||||||||||||||||
|
|
|
Common Stock
|
|
|
|
|
|
|
|
|
|
Other
|
|
Non-
|
|||||||||||||||||||||||||
|
Total
|
|
Class A
|
|
Class B
|
|
Treasury Stock
|
|
Paid-in
|
|
Retained
|
|
Comprehensive
|
|
Controlling
|
|||||||||||||||||||||||||
|
Equity
|
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
Capital
|
|
Earnings
|
|
Income (Loss)
|
|
Interests
|
|||||||||||||||||||
Beginning Balance, January 1, 2014
|
$
|
1,176,322
|
|
|
141,759
|
|
|
$
|
1
|
|
|
48,823
|
|
|
$
|
—
|
|
|
1,607
|
|
|
$
|
(33,130
|
)
|
|
$
|
597,730
|
|
|
$
|
203,066
|
|
|
$
|
264
|
|
|
$
|
408,391
|
|
Net income
|
168,990
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
125,292
|
|
|
—
|
|
|
43,698
|
|
||||||||
Issuance of Class A common stock under employee stock plans, net of forfeitures
|
4,492
|
|
|
419
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,492
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Excess tax benefit from employee share-based compensation
|
13,420
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
13,420
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Repurchase of Class A common stock (to satisfy tax withholding obligation)
|
(17,801
|
)
|
|
(567
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
567
|
|
|
(17,801
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Issuance of Class A common stock and cancellation of Class B common stock in connection with secondary offering
|
—
|
|
|
5,780
|
|
|
—
|
|
|
(5,780
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Repurchase of Class A common stock
|
(59,364
|
)
|
|
(1,936
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(59,364
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Issuance of tax receivable agreements
|
(17,400
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(17,400
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Unrealized loss on hedging activities and other, net of tax
|
(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
|
)
|
||||||||
Ending Balance, December 31, 2014
|
$
|
1,300,586
|
|
|
145,455
|
|
|
$
|
1
|
|
|
43,043
|
|
|
$
|
—
|
|
|
2,174
|
|
|
$
|
(50,931
|
)
|
|
$
|
629,353
|
|
|
$
|
328,358
|
|
|
$
|
(3,768
|
)
|
|
$
|
397,573
|
|
|
|
|
|
|
|
•
|
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.
|
•
|
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 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):
|
◦
|
Non-operating expense for the year ended December 31, 2016 relates to the change in fair value of the Mercury TRA entered into as part of the acquisition of Mercury (see Note 7 - Tax Receivable Agreements) and a charge related to the refinancing of the Company’s senior secured credit facilities in October 2016 (see Note 6 - Long-Term Debt).
|
◦
|
Non-operating expense for the year ended December 31, 2015 primarily relates to the change in the fair value of the Mercury TRA (see Note 7 - Tax Receivable Agreements).
|
◦
|
Non-operating income for the year ended December 31, 2014, consists of a benefit recorded as a result of a reduction in certain TRA liabilities (see Note 7 - Tax Receivable Agreements), partially offset by a charge related to the refinancing of the Company’s 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).
|
|
|
|
|
|
|
|
|
|
Cash acquired
|
$
|
22,851
|
|
Current assets
|
44,967
|
|
|
Property and equipment
|
22
|
|
|
Intangible assets
|
75,000
|
|
|
Goodwill
|
372,061
|
|
|
Current liabilities
|
(63,322
|
)
|
|
Deferred tax liability
|
(18,950
|
)
|
|
Non-current liabilities
|
(3,001
|
)
|
|
Total purchase price
|
$
|
429,628
|
|
|
|
|
Cash purchase price paid at closing
|
$
|
1,681,179
|
|
Fair value of contingent consideration related to a TRA
|
192,507
|
|
|
Total purchase price
|
$
|
1,873,686
|
|
Cash acquired
|
$
|
22,485
|
|
Current assets
|
47,421
|
|
|
Property, equipment and software
|
32,257
|
|
|
Intangible assets
|
347,000
|
|
|
Goodwill
|
1,422,916
|
|
|
Deferred tax assets
|
43,054
|
|
|
Other non-current assets
|
767
|
|
|
Current and non-current liabilities
|
(42,214
|
)
|
|
Total purchase price
|
$
|
1,873,686
|
|
|
|
|
|
Year Ended December 31,
|
||
|
2014
|
||
|
(in thousands, except share data)
|
||
Total revenue
|
$
|
2,737,024
|
|
Income from operations
|
322,746
|
|
|
Net income including non-controlling interests
|
174,797
|
|
|
Net income attributable to Vantiv, Inc.
|
129,630
|
|
|
Net income per share attributable to Vantiv, Inc. Class A common stock:
|
|
||
Basic
|
$
|
0.91
|
|
Diluted
|
$
|
0.78
|
|
Shares used in computing net income per share of Class A common stock:
|
|
||
Basic
|
141,936,933
|
|
|
Diluted
|
199,170,813
|
|
|
•
|
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 acquisition-related transaction costs and debt refinancing costs incurred by the Company.
|
|
|
Estimated Useful Life
|
|
December 31, 2016
|
|
December 31, 2015
|
||||
Land
|
|
N/A
|
|
$
|
6,401
|
|
|
$
|
6,401
|
|
Building and improvements
|
|
15 - 40 years
|
|
34,298
|
|
|
33,938
|
|
||
Furniture and equipment
|
|
2 - 10 years
|
|
171,104
|
|
|
134,191
|
|
||
Software
|
|
3 - 8 years
|
|
412,490
|
|
|
319,866
|
|
||
Leasehold improvements
|
|
3 - 10 years
|
|
8,846
|
|
|
8,885
|
|
||
Work in progress
|
|
|
|
25,094
|
|
|
45,061
|
|
||
Accumulated depreciation
|
|
|
|
(309,680
|
)
|
|
(240,333
|
)
|
||
Property, equipment and software - net
|
|
|
|
$
|
348,553
|
|
|
$
|
308,009
|
|
|
|
|
|
|
Merchant Services
|
|
Financial Institution Services
|
|
Total
|
||||||
Balance as of December 31, 2014
|
|
$
|
2,716,516
|
|
|
$
|
574,850
|
|
|
$
|
3,291,366
|
|
Goodwill attributable to acquisition of Mercury
(1)
|
|
75,162
|
|
|
—
|
|
|
75,162
|
|
|||
Balance as of December 31, 2015
|
|
2,791,678
|
|
|
574,850
|
|
|
3,366,528
|
|
|||
Goodwill attributable to acquisition of Moneris USA
|
|
372,061
|
|
|
—
|
|
|
372,061
|
|
|||
Balance as of December 31, 2016
|
|
$
|
3,163,739
|
|
|
$
|
574,850
|
|
|
$
|
3,738,589
|
|
|
|
|
December 31, 2016
|
|
December 31, 2015
|
||||
Customer relationship intangible assets
|
|
$
|
1,671,581
|
|
|
$
|
1,596,581
|
|
Trade name
|
|
—
|
|
|
21,733
|
|
||
Customer portfolios and related assets
|
|
178,480
|
|
|
129,734
|
|
||
Patents
|
|
955
|
|
|
366
|
|
||
|
|
1,851,016
|
|
|
1,748,414
|
|
||
Less accumulated amortization on:
|
|
|
|
|
||||
Customer relationship intangible assets
|
|
980,595
|
|
|
821,580
|
|
||
Trade name
|
|
—
|
|
|
14,350
|
|
||
Customer portfolios and related assets
|
|
82,601
|
|
|
49,418
|
|
||
|
|
1,063,196
|
|
|
885,348
|
|
||
Intangible assets, net
|
|
$
|
787,820
|
|
|
$
|
863,066
|
|
|
|
|
2017
|
|
$
|
208,890
|
|
2018
|
|
190,639
|
|
|
2019
|
|
175,623
|
|
|
2020
|
|
97,702
|
|
|
2021
|
|
49,137
|
|
|
|
Amount
|
||
2017
|
|
$
|
8,221
|
|
2018
|
|
8,969
|
|
|
2019
|
|
4,484
|
|
|
Total minimum lease payments
|
|
21,674
|
|
|
Less: Amount representing interest
|
|
(581
|
)
|
|
Present value of minimum lease payments
|
|
21,093
|
|
|
Less: Current maturities of capital lease obligations
|
|
(7,870
|
)
|
|
Long-term capital lease obligations
|
|
$
|
13,223
|
|
|
|
|
|
December 31,
2016 |
|
December 31,
2015 |
||||
Term A loan, maturing in October 2021
(1)
|
$
|
2,469,375
|
|
|
$
|
—
|
|
Term B loan, maturing in October 2023
(2)
|
765,000
|
|
|
—
|
|
||
Term A loan, maturing on June 13, 2019
(3)
|
—
|
|
|
1,896,250
|
|
||
Term B loan, maturing on June 13, 2021
(4)
|
—
|
|
|
1,179,000
|
|
||
Leasehold mortgage, expiring on August 10, 2021
(5)
|
10,131
|
|
|
10,131
|
|
||
Less: Current portion of note payable and current portion of note payable to related party
|
(131,119
|
)
|
|
(116,501
|
)
|
||
Less: Original issue discount
|
(3,631
|
)
|
|
(6,024
|
)
|
||
Less: Debt issuance costs
|
(20,153
|
)
|
|
(19,218
|
)
|
||
Note payable and note payable to related party
|
$
|
3,089,603
|
|
|
$
|
2,943,638
|
|
(1)
|
Interest at a variable base rate (
LIBOR
) plus a spread rate (200 basis points) (total rate of
2.70%
at
December 31, 2016
) 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
3.25%
at December 31, 2016) and amortizing on a basis of
0.25%
per quarter, with a balloon payment due at maturity.
|
(3)
|
Interest at a variable base rate (
LIBOR
) plus a spread rat
e
(200 basis points) (total rate of
2.33%
at December 31, 2015).
|
(4)
|
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, 2015).
|
(5)
|
Interest payable monthly at a fixed rate of
6.22%
.
|
|
|
|
•
|
TRAs with investors prior to our initial public offering (“IPO”) for its use of NPC Group, Inc. net operating losses (“NOLs”) and other tax attributes existing at the IPO date under the NPC TRA, all of which is currently held by Fifth Third.
|
•
|
The Fifth Third TRA in which we realize 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.
|
•
|
A TRA with 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.
|
|
|
|
TRA
|
|
Settlement Date
|
|
Cash Buyout Payment
|
|
Balance Sheet Obligation Prior to Settlement
|
|
Deferred Taxes and Other
|
|
Net Gain Recorded in Equity
|
||||||||
Fifth Third
|
|
July 2016
|
|
$
|
(116,294
|
)
|
|
$
|
330,711
|
|
|
$
|
84,099
|
|
|
$
|
130,318
|
|
Mercury
|
|
June 2016
|
|
(41,400
|
)
|
|
41,400
|
|
|
—
|
|
|
—
|
|
||||
Fifth Third
|
|
October 2015
|
|
(48,866
|
)
|
|
140,024
|
|
|
32,967
|
|
|
58,191
|
|
||||
Mercury
|
|
July 2015
|
|
(44,800
|
)
|
|
44,800
|
|
|
—
|
|
|
—
|
|
|
|
|
•
|
Beginning December 1st of each of 2015, 2016, 2017, and 2018, and ending June 30th 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.
|
•
|
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.
|
•
|
In June 2016, the Company exercised the December 2015 Call Option and made a payment to the Mercury TRA Holders.
|
|
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
|
$
|
559,700
|
|
|
$
|
(8,639
|
)
|
|
$
|
109,400
|
|
|
$
|
—
|
|
|
$
|
(40,399
|
)
|
|
$
|
620,062
|
|
Mercury TRA
|
—
|
|
|
—
|
|
|
—
|
|
|
137,860
|
|
|
14,560
|
|
|
152,420
|
|
||||||
Total
|
$
|
559,700
|
|
|
$
|
(8,639
|
)
|
|
$
|
109,400
|
|
|
$
|
137,860
|
|
|
$
|
(25,839
|
)
|
|
$
|
772,482
|
|
|
Balance as of December 31, 2014
|
|
2015 TRA Payment
|
|
2015 TRA Settlements
|
|
2015 Secondary Offering
|
|
Purchase Accounting Adjustment
|
|
Change in Value
|
|
Balance as of December 31, 2015
|
||||||||||||||
TRA with Fifth Third Bank
|
$
|
620,062
|
|
|
$
|
(22,805
|
)
|
|
$
|
(140,024
|
)
|
|
$
|
376,597
|
|
|
$
|
—
|
|
|
$
|
(769
|
)
|
|
$
|
833,061
|
|
Mercury TRA
|
152,420
|
|
|
—
|
|
|
(44,800
|
)
|
|
—
|
|
|
54,647
|
|
|
28,940
|
|
|
191,207
|
|
|||||||
Total
|
$
|
772,482
|
|
|
$
|
(22,805
|
)
|
|
$
|
(184,824
|
)
|
|
$
|
376,597
|
|
|
$
|
54,647
|
|
|
$
|
28,171
|
|
|
$
|
1,024,268
|
|
|
Balance as of December 31, 2015
|
|
2016 TRA Payment
|
|
2016 TRA Settlements
|
|
2016 Secondary Offering
|
|
Change in Value
|
|
Balance as of December 31, 2016
|
||||||||||||
TRA with Fifth Third Bank
|
$
|
833,061
|
|
|
$
|
(31,233
|
)
|
|
$
|
(330,711
|
)
|
|
$
|
171,162
|
|
|
$
|
53
|
|
|
$
|
642,332
|
|
Mercury TRA
|
191,207
|
|
|
(22,241
|
)
|
|
(41,400
|
)
|
|
—
|
|
|
19,474
|
|
|
147,040
|
|
||||||
Total
|
$
|
1,024,268
|
|
|
$
|
(53,474
|
)
|
|
$
|
(372,111
|
)
|
|
$
|
171,162
|
|
|
$
|
19,527
|
|
|
$
|
789,372
|
|
|
|
|
Secondary Offerings by Year
|
|
TRA Liability
|
|
Deferred Tax Asset
|
|
Net Equity
|
||||||
2016
|
|
$
|
171,162
|
|
|
$
|
175,279
|
|
|
$
|
(4,117
|
)
|
2015
|
|
376,597
|
|
|
355,430
|
|
|
21,167
|
|
|||
2014
|
|
109,400
|
|
|
92,000
|
|
|
17,400
|
|
|
|
|
|
Consolidated Statement of
Financial Position Location |
|
December 31, 2016
|
|
December 31, 2015
|
||||
Interest rate contracts
|
Other current assets
|
|
$
|
2,144
|
|
|
$
|
—
|
|
Interest rate contracts
|
Other long-term assets
|
|
21,085
|
|
|
—
|
|
||
Interest rate contracts
|
Other current liabilities
|
|
9,551
|
|
|
9,343
|
|
||
Interest rate contracts
|
Other long-term liabilities
|
|
5,507
|
|
|
9,885
|
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Derivatives in cash flow hedging relationships:
|
|
|
|
|
|
|
|
|
|||
Amount of loss recognized in OCI (effective portion)
(1)
|
$
|
(6,858
|
)
|
|
$
|
(18,836
|
)
|
|
$
|
(11,240
|
)
|
Amount of loss reclassified from accumulated OCI into earnings (effective portion)
|
(12,735
|
)
|
|
(6,990
|
)
|
|
(3,040
|
)
|
|||
Amount of loss recognized in earnings
(2)
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
(1)
|
“OCI” represents other comprehensive income.
|
(2)
|
For the year ended December 31, 2014, amount represents hedge ineffectiveness.
|
|
|
|
|
Vantiv, Inc.
|
|
Fifth Third
|
|
Total
|
|||
As of December 31, 2014
|
145,455,008
|
|
|
43,042,826
|
|
|
188,497,834
|
|
% of ownership
|
77.17
|
%
|
|
22.83
|
%
|
|
|
|
Fifth Third exchange of Vantiv Holding units for shares of Class A common stock in connection with December 2015 secondary offering
|
8,000,000
|
|
|
(8,000,000
|
)
|
|
—
|
|
Fifth Third exchange of Class C units of Vantiv Holding for shares of Class A common stock in connection with partial warrant exercise
|
5,374,592
|
|
|
—
|
|
|
5,374,592
|
|
Share repurchases
|
(4,445,551
|
)
|
|
—
|
|
|
(4,445,551
|
)
|
Equity plan activity
(1)
|
1,104,277
|
|
|
—
|
|
|
1,104,277
|
|
As of December 31, 2015
|
155,488,326
|
|
|
35,042,826
|
|
|
190,531,152
|
|
% of ownership
|
81.61
|
%
|
|
18.39
|
%
|
|
|
|
Fifth Third exchange of Class C units of Vantiv Holding for shares of Class A common stock in connection with remaining warrant exercise
|
5,651,432
|
|
|
—
|
|
|
5,651,432
|
|
Share repurchases
|
(1,406,600
|
)
|
|
—
|
|
|
(1,406,600
|
)
|
Equity plan activity
(1)
|
1,401,673
|
|
|
—
|
|
|
1,401,673
|
|
As of December 31, 2016
|
161,134,831
|
|
|
35,042,826
|
|
|
196,177,657
|
|
% of ownership
|
82.14
|
%
|
|
17.86
|
%
|
|
|
|
(1)
|
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.
|
|
|
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Net income
|
$
|
280,871
|
|
|
$
|
209,229
|
|
|
$
|
168,990
|
|
Items not allocable to non-controlling interests:
|
|
|
|
|
|
|
|
|
|||
Vantiv, Inc. expenses
(1)
|
81,059
|
|
|
55,111
|
|
|
7,725
|
|
|||
Vantiv Holding net income
|
$
|
361,930
|
|
|
$
|
264,340
|
|
|
$
|
176,715
|
|
|
|
|
|
|
|
||||||
Net income attributable to non-controlling interests of Fifth Third
(2)
|
$
|
65,789
|
|
|
$
|
58,938
|
|
|
$
|
43,022
|
|
Net income attributable to joint venture non-controlling interest
(3)
|
1,874
|
|
|
2,345
|
|
|
676
|
|
|||
Total net income attributable to non-controlling interests
|
$
|
67,663
|
|
|
$
|
61,283
|
|
|
$
|
43,698
|
|
|
(3)
|
Reflects net income attributable to the non-controlling interest of the joint venture.
|
Year Ended December 31,
|
|
|
||
2017
|
|
9,704
|
|
|
2018
|
|
7,636
|
|
|
2019
|
|
5,809
|
|
|
2020
|
|
4,375
|
|
|
2021
|
|
4,048
|
|
|
Thereafter
|
|
13,197
|
|
|
Total
|
|
$
|
44,769
|
|
|
|
|
|
|
|
|
|
|
|
Restricted Class A Common Stock - Time Awards
|
|
Weighted Average Grant Date Fair Value
|
|
Restricted Class A Common Stock - Performance Awards
|
|
Weighted Average Grant Date Fair Value
|
||||||
Non-vested at December 31, 2015
|
166,454
|
|
|
$
|
35.22
|
|
|
332,840
|
|
|
$
|
37.86
|
|
Granted
|
24,998
|
|
|
50.80
|
|
|
241,544
|
|
|
50.01
|
|
||
Vested
|
(24,089
|
)
|
|
14.00
|
|
|
—
|
|
|
—
|
|
||
Forfeited
|
(6,053
|
)
|
|
41.42
|
|
|
(27,646
|
)
|
|
41.95
|
|
||
Non-vested at December 31, 2016
|
161,310
|
|
|
$
|
40.57
|
|
|
546,738
|
|
|
$
|
43.02
|
|
|
Restricted Stock Units
|
|
Weighted Average Grant Date Fair Value
|
|||
Non-vested at December 31, 2015
|
988,007
|
|
|
$
|
31.24
|
|
Granted
|
420,817
|
|
|
51.75
|
|
|
Vested
|
(344,212
|
)
|
|
28.06
|
|
|
Forfeited
|
(141,330
|
)
|
|
36.40
|
|
|
Non-vested at December 31, 2016
|
923,282
|
|
|
$
|
40.98
|
|
|
|
|
|
Stock Options
|
|
Weighted Average Exercise Price
|
|
Weighted Average Remaining Contractual Term (Years)
|
|
Aggregate Intrinsic Value (in thousands)
|
|||||
Outstanding options at December 31, 2015
|
2,310,243
|
|
|
$
|
26.74
|
|
|
8.01
|
|
$
|
47,780
|
|
Granted
|
695,666
|
|
|
50.02
|
|
|
|
|
|
|||
Exercised
|
(537,871
|
)
|
|
21.43
|
|
|
|
|
18,379
|
|
||
Expired
|
(9,033
|
)
|
|
31.39
|
|
|
|
|
|
|||
Forfeited
|
(257,563
|
)
|
|
33.09
|
|
|
|
|
|
|||
Outstanding options at December 31, 2016
|
2,201,442
|
|
|
$
|
35.21
|
|
|
7.72
|
|
$
|
53,738
|
|
|
|
|
|
|
|
|
|
|||||
Options exercisable at December 31, 2016
|
608,076
|
|
|
$
|
26.24
|
|
|
6.69
|
|
$
|
20,299
|
|
|
|
|
|
|
|
2014
|
||
|
|
2016
|
|
2015
|
|
Vantiv Grant
|
|
Mercury Replacement Options
|
Number of options granted
|
|
695,666
|
|
707,738
|
|
710,297
|
|
1,750,519
|
Weighted average exercise price
|
|
$50.01 - $52.04
|
|
$37.10
|
|
$31.02
|
|
$10.18 - $29.79
|
Expected option life at grant (in years)
|
|
6.25
|
|
6.25
|
|
6.25
|
|
3.00 - 6.00
|
Expected volatility
|
|
24.77%
|
|
26.33%
|
|
25.00%
|
|
24.80% - 30.80%
|
Expected dividend yield
|
|
—%
|
|
—%
|
|
—%
|
|
—%
|
Risk-free interest rate
|
|
1.41% - 1.45%
|
|
1.67%
|
|
1.93%
|
|
0.93% - 1.96%
|
Fair value
|
|
$13.92 - $14.43
|
|
$11.04
|
|
$9.07
|
|
$17.75 - $22.10
|
|
|
|
|
Performance Share Units
|
|
Weighted Average Grant Date Fair Value
|
|||
Non-vested at December 31, 2015
|
472,518
|
|
|
$
|
29.73
|
|
Granted
|
72,813
|
|
|
50.04
|
|
|
Incremental shares upon completion of performance goals
|
154,024
|
|
|
21.95
|
|
|
Vested
|
(325,459
|
)
|
|
22.48
|
|
|
Forfeited
|
(57,195
|
)
|
|
31.73
|
|
|
Non-vested at December 31, 2016
|
316,701
|
|
|
$
|
37.70
|
|
|
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
Current income tax expense:
|
|
|
|
|
|
|
||||||
U.S. income taxes
|
|
$
|
57,966
|
|
|
$
|
28,586
|
|
|
$
|
29,234
|
|
State and local income taxes
|
|
4,219
|
|
|
4,311
|
|
|
4,474
|
|
|||
Total current tax expense
|
|
62,185
|
|
|
32,897
|
|
|
33,708
|
|
|||
Deferred income tax expense (benefit):
|
|
|
|
|
|
|
||||||
U.S. income taxes
|
|
70,786
|
|
|
55,553
|
|
|
36,070
|
|
|||
State and local income taxes
|
|
8,882
|
|
|
(273
|
)
|
|
(3,601
|
)
|
|||
Total deferred tax expense
|
|
79,668
|
|
|
55,280
|
|
|
32,469
|
|
|||
Applicable income tax expense
|
|
$
|
141,853
|
|
|
$
|
88,177
|
|
|
$
|
66,177
|
|
|
|
Year Ended December 31,
|
|||||||
|
|
2016
|
|
2015
|
|
2014
|
|||
Federal statutory tax rate
|
|
35.0
|
%
|
|
35.0
|
%
|
|
35.0
|
%
|
State taxes-net of federal benefit
|
|
2.8
|
|
|
2.7
|
|
|
2.6
|
|
Effect of changes in deferred tax rates
|
|
0.1
|
|
|
(1.9
|
)
|
|
(3.1
|
)
|
Non-controlling interest
|
|
(4.6
|
)
|
|
(5.9
|
)
|
|
(5.6
|
)
|
Other-net
|
|
0.3
|
|
|
(0.3
|
)
|
|
(0.8
|
)
|
Effective tax rate
|
|
33.6
|
%
|
|
29.6
|
%
|
|
28.1
|
%
|
|
|
December 31, 2016
|
|
December 31, 2015
|
||||
Deferred tax assets
|
|
|
|
|
||||
Net operating losses
|
|
$
|
14,085
|
|
|
$
|
25,569
|
|
Employee benefits
|
|
69
|
|
|
55
|
|
||
Other assets
|
|
2,236
|
|
|
2,316
|
|
||
Other accruals and reserves
|
|
89,239
|
|
|
79,925
|
|
||
Partnership basis
|
|
771,311
|
|
|
728,532
|
|
||
Deferred tax assets
|
|
876,940
|
|
|
836,397
|
|
||
Deferred tax liabilities
|
|
|
|
|
||||
Property and equipment
|
|
(13,677
|
)
|
|
(9,840
|
)
|
||
Goodwill and intangible assets
|
|
(150,687
|
)
|
|
(109,988
|
)
|
||
Deferred tax liability
|
|
(164,364
|
)
|
|
(119,828
|
)
|
||
Deferred tax asset-net
|
|
$
|
712,576
|
|
|
$
|
716,569
|
|
|
|
|
•
|
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.
|
|
2016
|
|
2015
|
||||||||||||||||||||
|
Fair Value Measurements Using
|
||||||||||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest rate contracts
|
$
|
—
|
|
|
$
|
23,229
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Interest rate contracts
|
$
|
—
|
|
|
$
|
15,058
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
19,228
|
|
|
$
|
—
|
|
Mercury TRA
|
—
|
|
|
—
|
|
|
147,040
|
|
|
—
|
|
|
—
|
|
|
191,207
|
|
|
|
|
|
2016
|
|
2015
|
||||||||||||
|
Carrying
Amount |
|
Fair Value
|
|
Carrying
Amount |
|
Fair Value
|
||||||||
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Note payable
|
$
|
3,220,722
|
|
|
$
|
3,250,025
|
|
|
$
|
3,060,139
|
|
|
$
|
3,064,989
|
|
|
|
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Basic:
|
|
|
|
|
|
|
|
||||
Net income attributable to Vantiv, Inc.
|
$
|
213,208
|
|
|
$
|
147,946
|
|
|
$
|
125,292
|
|
Shares used in computing basic net income per share:
|
|
|
|
|
|
|
|||||
Weighted-average Class A common shares
|
156,043,636
|
|
|
145,044,577
|
|
|
141,936,933
|
|
|||
Basic net income per share
|
$
|
1.37
|
|
|
$
|
1.02
|
|
|
$
|
0.88
|
|
Diluted:
|
|
|
|
|
|
|
|||||
Consolidated income before applicable income taxes
|
$
|
—
|
|
|
$
|
297,406
|
|
|
$
|
235,167
|
|
Income tax expense excluding impact of non-controlling interest
|
—
|
|
|
107,066
|
|
|
85,836
|
|
|||
Net income attributable to Vantiv, Inc.
|
$
|
213,208
|
|
|
$
|
190,340
|
|
|
$
|
149,331
|
|
Shares used in computing diluted net income per share:
|
|
|
|
|
|
|
|
||||
Weighted-average Class A common shares
|
156,043,636
|
|
|
145,044,577
|
|
|
141,936,933
|
|
|||
Weighted-average Class B units of Vantiv Holding
|
—
|
|
|
42,521,087
|
|
|
45,472,332
|
|
|||
Warrant
|
4,959,501
|
|
|
11,866,595
|
|
|
10,121,483
|
|
|||
Stock options
|
531,165
|
|
|
545,180
|
|
|
318,175
|
|
|||
Restricted stock awards, restricted stock units and employee stock purchase plan
|
510,694
|
|
|
696,273
|
|
|
1,321,890
|
|
|||
Performance awards
|
70,553
|
|
|
260,730
|
|
|
—
|
|
|||
Diluted weighted-average shares outstanding
|
162,115,549
|
|
|
200,934,442
|
|
|
199,170,813
|
|
|||
Diluted net income per share
|
$
|
1.32
|
|
|
$
|
0.95
|
|
|
$
|
0.75
|
|
|
|
|
|
|
|
|
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, 2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Net change in fair value recorded in accumulated OCI
|
|
$
|
(14,336
|
)
|
|
$
|
(6,858
|
)
|
|
$
|
2,106
|
|
|
$
|
(4,752
|
)
|
|
$
|
1,269
|
|
|
$
|
(3,483
|
)
|
|
$
|
(17,819
|
)
|
Net realized loss reclassified into earnings
(a)
|
|
5,132
|
|
|
12,735
|
|
|
(3,930
|
)
|
|
8,805
|
|
|
(2,315
|
)
|
|
6,490
|
|
|
11,622
|
|
|||||||
Other
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Net change
|
|
$
|
(9,204
|
)
|
|
$
|
5,877
|
|
|
$
|
(1,824
|
)
|
|
$
|
4,053
|
|
|
$
|
(1,046
|
)
|
|
$
|
3,007
|
|
|
$
|
(6,197
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Year Ended December 31, 2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Net change in fair value recorded in accumulated OCI
|
|
$
|
(5,288
|
)
|
|
$
|
(18,836
|
)
|
|
$
|
5,490
|
|
|
$
|
(13,346
|
)
|
|
$
|
4,298
|
|
|
$
|
(9,048
|
)
|
|
$
|
(14,336
|
)
|
Net realized loss reclassified into earnings
(a)
|
|
1,732
|
|
|
6,990
|
|
|
(2,065
|
)
|
|
4,925
|
|
|
(1,525
|
)
|
|
3,400
|
|
|
5,132
|
|
|||||||
Other
|
|
(212
|
)
|
|
212
|
|
|
—
|
|
|
212
|
|
|
—
|
|
|
212
|
|
|
—
|
|
|||||||
Net change
|
|
$
|
(3,768
|
)
|
|
$
|
(11,634
|
)
|
|
$
|
3,425
|
|
|
$
|
(8,209
|
)
|
|
$
|
2,773
|
|
|
$
|
(5,436
|
)
|
|
$
|
(9,204
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
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
|
)
|
|
|
|
|
|
|
|
•
|
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.
|
|
Year Ended December 31, 2016
|
||||||||||
|
Merchant
Services |
|
Financial
Institution Services |
|
Total
|
||||||
Total revenue
|
$
|
3,082,951
|
|
|
$
|
496,040
|
|
|
$
|
3,578,991
|
|
Network fees and other costs
|
1,537,072
|
|
|
137,158
|
|
|
1,674,230
|
|
|||
Sales and marketing
|
557,942
|
|
|
24,309
|
|
|
582,251
|
|
|||
Segment profit
|
$
|
987,937
|
|
|
$
|
334,573
|
|
|
$
|
1,322,510
|
|
|
Year Ended December 31, 2015
|
||||||||||
|
Merchant
Services |
|
Financial
Institution Services |
|
Total
|
||||||
Total revenue
|
$
|
2,656,906
|
|
|
$
|
503,032
|
|
|
$
|
3,159,938
|
|
Network fees and other costs
|
1,321,312
|
|
|
156,890
|
|
|
1,478,202
|
|
|||
Sales and marketing
|
478,736
|
|
|
25,213
|
|
|
503,949
|
|
|||
Segment profit
|
$
|
856,858
|
|
|
$
|
320,929
|
|
|
$
|
1,177,787
|
|
|
Year Ended December 31, 2014
|
||||||||||
|
Merchant
Services |
|
Financial
Institution Services |
|
Total
|
||||||
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,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Total segment profit
|
$
|
1,322,510
|
|
|
$
|
1,177,787
|
|
|
$
|
1,006,185
|
|
Less: Other operating costs
|
(294,235
|
)
|
|
(284,066
|
)
|
|
(242,439
|
)
|
|||
Less: General and administrative
|
(189,707
|
)
|
|
(182,369
|
)
|
|
(173,986
|
)
|
|||
Less: Depreciation and amortization
|
(270,054
|
)
|
|
(276,942
|
)
|
|
(275,069
|
)
|
|||
Less: Interest expense—net
|
(109,534
|
)
|
|
(105,736
|
)
|
|
(79,701
|
)
|
|||
Less: Non-operating income (expense)
|
(36,256
|
)
|
|
(31,268
|
)
|
|
177
|
|
|||
Income before applicable income taxes
|
$
|
422,724
|
|
|
$
|
297,406
|
|
|
$
|
235,167
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
|
Dec 31,
2016 |
|
Sep 30,
2016 |
|
Jun 30,
2016 |
|
Mar 31,
2016 |
|
Dec 31,
2015 |
|
Sep 30,
2015 |
|
Jun 30,
2015 |
|
Mar 31,
2015 |
||||||||||||||||
|
(dollars in thousands)
|
||||||||||||||||||||||||||||||
Revenue
|
$
|
955,132
|
|
|
$
|
914,019
|
|
|
$
|
891,217
|
|
|
$
|
818,623
|
|
|
$
|
852,334
|
|
|
$
|
815,998
|
|
|
$
|
785,995
|
|
|
$
|
705,611
|
|
Network fees and other costs
|
452,720
|
|
|
423,361
|
|
|
410,736
|
|
|
387,413
|
|
|
399,159
|
|
|
385,548
|
|
|
362,349
|
|
|
331,146
|
|
||||||||
Net revenue
|
502,412
|
|
|
490,658
|
|
|
480,481
|
|
|
431,210
|
|
|
453,175
|
|
|
430,450
|
|
|
423,646
|
|
|
374,465
|
|
||||||||
Sales and marketing
|
148,521
|
|
|
153,248
|
|
|
144,844
|
|
|
135,638
|
|
|
132,488
|
|
|
132,481
|
|
|
122,925
|
|
|
116,055
|
|
||||||||
Other operating costs
|
74,771
|
|
|
72,162
|
|
|
73,599
|
|
|
73,703
|
|
|
72,213
|
|
|
66,563
|
|
|
76,551
|
|
|
68,739
|
|
||||||||
General and administrative
|
55,876
|
|
|
40,727
|
|
|
49,120
|
|
|
43,984
|
|
|
45,974
|
|
|
41,492
|
|
|
47,060
|
|
|
47,843
|
|
||||||||
Depreciation and amortization
|
70,504
|
|
|
66,086
|
|
|
65,234
|
|
|
68,230
|
|
|
70,843
|
|
|
70,638
|
|
|
67,659
|
|
|
67,802
|
|
||||||||
Income from operations
|
$
|
152,740
|
|
|
$
|
158,435
|
|
|
$
|
147,684
|
|
|
$
|
109,655
|
|
|
$
|
131,657
|
|
|
$
|
119,276
|
|
|
$
|
109,451
|
|
|
$
|
74,026
|
|
Net income
|
$
|
62,958
|
|
|
$
|
87,004
|
|
|
$
|
78,461
|
|
|
$
|
52,448
|
|
|
$
|
70,392
|
|
|
$
|
59,148
|
|
|
$
|
52,693
|
|
|
$
|
26,996
|
|
Net income (loss) attributable to Vantiv, Inc.
|
$
|
47,847
|
|
|
$
|
66,296
|
|
|
$
|
59,327
|
|
|
$
|
39,738
|
|
|
$
|
50,929
|
|
|
$
|
41,492
|
|
|
$
|
36,536
|
|
|
$
|
18,989
|
|
Net income (loss) per share attributable to Vantiv, Inc. Class A common stock:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Basic
|
$
|
0.30
|
|
|
$
|
0.43
|
|
|
$
|
0.38
|
|
|
$
|
0.26
|
|
|
$
|
0.35
|
|
|
$
|
0.29
|
|
|
$
|
0.25
|
|
|
$
|
0.13
|
|
Diluted
|
$
|
0.29
|
|
|
$
|
0.41
|
|
|
$
|
0.38
|
|
|
$
|
0.25
|
|
|
$
|
0.31
|
|
|
$
|
0.27
|
|
|
$
|
0.24
|
|
|
$
|
0.13
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
[a]
|
|
[b]
|
|
[c]
|
|
|
|
Number of securities to be issued upon exercise of outstanding options, warrants and rights
(1)
|
|
Weighted-average exercise price of outstanding options, warrants and rights
(2)
|
|
Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column [a])
|
|
|
|
|
|||||
Plan category
|
|
|
|||||
Equity compensation plans approved by stockholders
|
|
3,258,982
|
|
$37.32
|
|
27,113,901
|
(3)
|
Equity compensation plans not approved by stockholders
|
|
—
|
|
—
|
|
—
|
|
Total
|
|
3,258,982
|
|
$37.32
|
|
27,113,901
|
(3)(4)
|
|
(1)
|
Column [a] includes the following outstanding equity-based awards:
|
•
|
1,968,233
stock options;
|
•
|
974,048
restricted stock units; and
|
•
|
316,701
performance share units.
|
(2)
|
The weighted-average exercise price set forth in this column is calculated without regard to restricted stock units and performance share units, which do not have any exercise price.
|
(3)
|
Equity compensation plans consist of the Vantiv, Inc. 2012 Equity Incentive Plan (the “2012 Equity Incentive Plan”) and the Vantiv, Inc. Employee Stock Purchase Plan (the “ESPP”). The 2012 Equity Incentive Plan had 35.5 million shares initially authorized for issuance. In addition to these 35.5 million shares, the following shares will become available for grant under the 2012 Equity Incentive Plan, and, to the extent such shares became available as of December 31, 2016, they are included in the table above as available for grant: (i) shares covered by outstanding awards under the 2012 Equity Incentive Plan that are forfeited or otherwise terminated or settled in cash or other property rather than settled through the issuance of shares; and (ii) shares that are used to pay the exercise price of stock options and shares used to pay withholding taxes on equity awards generally. The ESPP had 2.5 million shares
|
|
|
|
(4)
|
Additionally, at the time of the acquisition of Mercury Payment Systems, LLC, the Company registered and issued 1.8 million shares under the Mercury Payment Systems, LLC 2010 Unit Incentive Plan, as Restated and Assumed by Vantiv, Inc. The awards issued were stock options, which have been excluded in the table above. As of
December 31, 2016
there were 233,209 outstanding options remaining with a weighted-average exercise price of $17.39 and 309,708 awards available to be issued due to forfeitures subsequent to the acquisition.
|
|
|
|
|
|
|
|
Year Ended
December 31, |
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
General and administrative
|
$
|
366
|
|
|
$
|
745
|
|
|
$
|
181
|
|
Loss from operations
|
(366
|
)
|
|
(745
|
)
|
|
(181
|
)
|
|||
Non-operating income (expense), net
|
(58
|
)
|
|
(359
|
)
|
|
40,399
|
|
|||
Income (loss) before income taxes and equity in net income of subsidiaries
|
(424
|
)
|
|
(1,104
|
)
|
|
40,218
|
|
|||
Income tax expense
|
80,635
|
|
|
54,007
|
|
|
47,943
|
|
|||
Loss before equity in net income of subsidiaries
|
(81,059
|
)
|
|
(55,111
|
)
|
|
(7,725
|
)
|
|||
Equity in net income of subsidiaries
|
294,267
|
|
|
203,057
|
|
|
133,017
|
|
|||
Net income attributable to Vantiv, Inc.
|
$
|
213,208
|
|
|
$
|
147,946
|
|
|
$
|
125,292
|
|
|
|
|
|
|
Year Ended
December 31, |
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
Net income attributable to Vantiv, Inc.
|
|
$
|
213,208
|
|
|
$
|
147,946
|
|
|
$
|
125,292
|
|
Other comprehensive income (loss), net of tax
|
|
3,007
|
|
|
(5,436
|
)
|
|
(4,032
|
)
|
|||
Comprehensive income attributable to Vantiv, Inc.
|
|
$
|
216,215
|
|
|
$
|
142,510
|
|
|
$
|
121,260
|
|
|
|
|
|
December 31,
2016 |
|
December 31,
2015 |
||||
Assets
|
|
|
|
|
|
||
Current assets:
|
|
|
|
|
|
||
Tax refund receivable
|
$
|
1,452
|
|
|
$
|
51,998
|
|
Total current assets
|
1,452
|
|
|
51,998
|
|
||
Investment in subsidiaries
|
1,260,427
|
|
|
1,008,907
|
|
||
Deferred taxes
|
769,365
|
|
|
731,258
|
|
||
Total assets
|
$
|
2,031,244
|
|
|
$
|
1,792,163
|
|
Liabilities and equity
|
|
|
|
|
|
||
Current liabilities:
|
|
|
|
|
|
||
Accounts payable and accrued expenses
|
$
|
2,548
|
|
|
$
|
795
|
|
Payable to subsidiaries
|
70,699
|
|
|
5,519
|
|
||
Current portion of tax receivable agreement obligations to related parties
|
191,014
|
|
|
31,232
|
|
||
Total current liabilities
|
264,261
|
|
|
37,546
|
|
||
Long-term liabilities:
|
|
|
|
|
|
||
Tax receivable agreement obligations to related parties
|
451,318
|
|
|
801,829
|
|
||
Total long-term liabilities
|
451,318
|
|
|
801,829
|
|
||
Total liabilities
|
715,579
|
|
|
839,375
|
|
||
Equity:
|
|
|
|
|
|
||
Total Vantiv, Inc. equity
|
1,315,665
|
|
|
952,788
|
|
||
Total liabilities and equity
|
$
|
2,031,244
|
|
|
$
|
1,792,163
|
|
|
|
|
|
Year Ended
December 31, |
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Operating Activities:
|
|
|
|
|
|
||||||
Net income attributable to Vantiv, Inc.
|
$
|
213,208
|
|
|
$
|
147,946
|
|
|
$
|
125,292
|
|
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
|
|
|
|
|
|
||||||
Equity in net income of subsidiaries
|
(294,267
|
)
|
|
(203,057
|
)
|
|
(133,017
|
)
|
|||
Deferred taxes
|
54,540
|
|
|
24,662
|
|
|
27,395
|
|
|||
Tax receivable agreements non-cash items
|
53
|
|
|
(769
|
)
|
|
(40,399
|
)
|
|||
Distributions from subsidiaries
|
84,844
|
|
|
68,892
|
|
|
58,551
|
|
|||
Excess tax benefit from share-based compensation
|
(12,167
|
)
|
|
(16,707
|
)
|
|
(13,420
|
)
|
|||
Change in operating assets and liabilities, net
|
20,030
|
|
|
28,834
|
|
|
(9,151
|
)
|
|||
Net cash provided by operating activities
|
66,241
|
|
|
49,801
|
|
|
15,251
|
|
|||
Investing Activities:
|
|
|
|
|
|
||||||
Proceeds from sale of Class A units in Vantiv Holding
|
87,617
|
|
|
216,933
|
|
|
77,165
|
|
|||
Purchase of Class A units in Vantiv Holding
|
(15,389
|
)
|
|
(13,630
|
)
|
|
(4,492
|
)
|
|||
Net cash provided by investing activities
|
72,228
|
|
|
203,303
|
|
|
72,673
|
|
|||
Financing Activities:
|
|
|
|
|
|
||||||
Advances from subsidiaries, net
|
70,699
|
|
|
5,519
|
|
|
(20,032
|
)
|
|||
Proceeds from exercise of Class A common stock options
|
15,389
|
|
|
13,630
|
|
|
4,492
|
|
|||
Repurchase of Class A common stock
|
(81,369
|
)
|
|
(200,406
|
)
|
|
(59,364
|
)
|
|||
Repurchase of Class A common stock (to satisfy tax withholding obligations)
|
(6,248
|
)
|
|
(16,527
|
)
|
|
(17,801
|
)
|
|||
Settlement of certain tax receivable agreements
|
(117,874
|
)
|
|
(49,222
|
)
|
|
—
|
|
|||
Payments under tax receivable agreements
|
(31,233
|
)
|
|
(22,805
|
)
|
|
(8,639
|
)
|
|||
Excess tax benefit from share-based compensation
|
12,167
|
|
|
16,707
|
|
|
13,420
|
|
|||
Net cash used in financing activities
|
(138,469
|
)
|
|
(253,104
|
)
|
|
(87,924
|
)
|
|||
Net decrease in cash and cash equivalents
|
—
|
|
|
—
|
|
|
—
|
|
|||
Cash and cash equivalents—Beginning of period
|
—
|
|
|
—
|
|
|
—
|
|
|||
Cash and cash equivalents—End of period
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
||||||
Cash Payments:
|
|
|
|
|
|
||||||
Taxes
|
$
|
6,843
|
|
|
$
|
2,323
|
|
|
$
|
28,583
|
|
Non-cash Items:
|
|
|
|
|
|
||||||
Issuance of tax receivable agreements
|
$
|
171,162
|
|
|
$
|
376,597
|
|
|
$
|
109,400
|
|
|
|
|
|
|
|
|
|
VANTIV, INC.
|
|
|
|
|
|
Dated:
|
February 8, 2017
|
By:
|
/s/ CHARLES D. DRUCKER
|
|
|
|
Name: Charles D. Drucker
|
|
|
|
Title: President and Chief Executive Officer
|
|
|
|
|
|
|
|
|
Dated:
|
February 8, 2017
|
By:
|
/s/ STEPHANIE L. FERRIS
|
|
|
|
Name: Stephanie L. Ferris
|
|
|
|
Title: Chief Financial Officer
|
|
|
|
|
|
|
|
|
Dated:
|
February 8, 2017
|
By:
|
/s/ CHRISTOPHER THOMPSON
|
|
|
|
Name: Christopher Thompson
|
|
|
|
Title: SVP, Controller and Chief Accounting Officer
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ CHARLES D. DRUCKER
|
|
Chief Executive Officer, President and Director
|
|
February 8, 2017
|
Charles D. Drucker
|
|
(Principal Executive Officer)
|
|
|
|
|
|
|
|
/s/ MARK L. HEIMBOUCH
|
|
Sr. Executive Vice President and Chief Operating Officer and Director
|
|
February 8, 2017
|
Mark L. Heimbouch
|
|
|
|
|
|
|
|
|
|
/s/ JEFFREY STIEFLER
|
|
Chairman
|
|
February 8, 2017
|
Jeffrey Stiefler
|
|
|
|
|
|
|
|
|
|
/s/ LEE ADREAN
|
|
Director
|
|
February 8, 2017
|
Lee Adrean
|
|
|
|
|
|
|
|
|
|
/s/ GARY L. LAUER
|
|
Director
|
|
February 8, 2017
|
Gary L. Lauer
|
|
|
|
|
|
|
|
|
|
/s/ KEVIN COSTELLO
|
|
Director
|
|
February 8, 2017
|
Kevin Costello
|
|
|
|
|
|
|
|
|
|
/s/ DAVID KARNSTEDT
|
|
Director
|
|
February 8, 2017
|
David Karnstedt
|
|
|
|
|
|
|
|
|
|
/s/ LARS ANDERSON
|
|
Director
|
|
February 8, 2017
|
Lars Anderson
|
|
|
|
|
|
|
|
|
|
/s/ LISA HOOK
|
|
Director
|
|
February 8, 2017
|
Lisa Hook
|
|
|
|
|
|
|
|
|
|
/s/ BOON SIM
|
|
Director
|
|
February 8, 2017
|
Boon Sim
|
|
|
|
|
|
|
|
|
|
/s/ MARK SUNDAY
|
|
Director
|
|
February 8, 2017
|
Mark Sunday
|
|
|
|
|
|
|
|
Exhibit
|
|
|
|
Incorporated by Reference
|
||||||
Number
|
|
Exhibit Description
|
|
Form
|
|
File No.
|
|
Exhibit
|
|
Filing Date
|
2.1
|
|
Purchase and Sale Agreement, dated as of November 10, 2016, by and among National Processing Company, Moneris Solutions Corporation, and Vantiv, LLC, as guarantor of National Processing’s obligations.
|
|
|
|
|
|
|
|
|
3.1
|
|
Amended and Restated Certificate of Incorporation of Vantiv, Inc.
|
|
10-Q
|
|
001-35462
|
|
3.1
|
|
May 8, 2012
|
3.2
|
|
Amended and Restated Bylaws of Vantiv, Inc.
|
|
8-K
|
|
001-35462
|
|
3.2
|
|
November 22, 2016
|
4.1
|
|
Form of Class A Common Stock Certificate.
|
|
S-1/A
|
|
333-177875
|
|
4.1
|
|
March 14, 2012
|
10.1
|
|
Second Amended and Restated Limited Liability Company Agreement of Vantiv Holding, LLC.
|
|
10-Q
|
|
001-35462
|
|
10.1
|
|
May 8, 2012
|
10.2
|
|
Advancement Agreement by and among Vantiv Holding, LLC and Vantiv, Inc.
|
|
10-Q
|
|
001-35462
|
|
10.2
|
|
May 8, 2012
|
10.3
|
|
Exchange Agreement among Vantiv, Inc., Vantiv Holding, LLC, Fifth Third Bank, FTPS Partners, LLC and such other holders of Class B Units and Class C Non-Voting Units from time to time party thereto.
|
|
10-Q
|
|
001-35462
|
|
10.3
|
|
May 8, 2012
|
10.4
|
|
Registration Rights Agreement by and among Vantiv, Inc. and the stockholders party thereto.
|
|
10-Q
|
|
001-35462
|
|
10.4
|
|
May 8, 2012
|
10.5
|
|
Tax Receivable Agreement by and among Vantiv, Inc., Fifth Third Bank and FTPS Partners, LLC.
|
|
10-Q
|
|
001-35462
|
|
10.6
|
|
May 8, 2012
|
10.6
|
|
Tax Receivable Agreement by and among Vantiv, Inc., Fifth Third Bank, FTPS Partners, LLC, the Advent Stockholders, Advent International Corporation and JPDN Enterprises, LLC.
|
|
10-Q
|
|
001-35462
|
|
10.9
|
|
May 8, 2012
|
10.7
|
|
Amendment and Restatement Agreement, dated as of October 14, 2016, among Vantiv, LLC, Vantiv Holding, LLC, the other Loan Parties, JPMorgan Chase Bank, N.A., as Administrative Agent, and the other agents and lenders party thereto.
|
|
8-K
|
|
001-35462
|
|
10.1
|
|
October 18, 2016
|
10.8
|
|
Second Amended and Restated Loan Agreement, dated as of October 14, 2016, by and among Vantiv, LLC, various lenders from time to time party thereto, JPMorgan Chase Bank, N.A. as Administrative Agent, and the other agents party thereto.
|
|
8-K
|
|
001-35462
|
|
10.2
|
|
October 18, 2016
|
10.9+
|
|
Form of Restricted Stock Award Agreement under the Vantiv, Inc. 2012 Equity Incentive Plan for Holders of Phantom Units under the Vantiv Holding, LLC Management Phantom Equity Plan.
|
|
S-1/A
|
|
333-177875
|
|
10.24
|
|
March 5, 2012
|
10.9.1+
|
|
Form of Restricted Stock Award Agreement under the Vantiv, Inc. 2012 Equity Incentive Plan for the Chief Executive Officer.
|
|
S-1/A
|
|
333-177875
|
|
10.38
|
|
March 14, 2012
|
10.9.2+
|
|
Form of Restricted Stock Unit Award Agreement for Non-Employee Directors Under the Vantiv, Inc. 2012 Equity Incentive Plan.
|
|
S-1/A
|
|
333-177875
|
|
10.39
|
|
March 14, 2012
|
10.9.3+
|
|
Form of Stock Option Grant Notice and Option Agreement under the Vantiv, Inc. 2012 Equity Incentive Plan.
|
|
10-Q
|
|
001-35462
|
|
10.1
|
|
May 6, 2013
|
10.9.4+
|
|
Form of Restricted Stock Unit Grant Notice and Restricted Stock Unit Agreement under the Vantiv, Inc. 2012 Equity Incentive Plan.
|
|
10-Q
|
|
001-35462
|
|
10.2
|
|
May 6, 2013
|
10.9.5+
|
|
Form of Performance Share Unit Award Notice and Performance Share Unit Agreement under the Vantiv, Inc. 2012 Equity Incentive Plan.
|
|
10-Q
|
|
001-35462
|
|
10.3
|
|
May 6, 2013
|
10.9.6+
|
|
Revised Form of Performance Share Award Notice and Performance Share Agreement under the Vantiv, Inc. 2012 Equity Incentive Plan.
|
|
10-K
|
|
001-35462
|
|
10.12.7
|
|
February 10, 2016
|
10.10+
|
|
Amended and Restated Offer Letter, dated as of March 15, 2012, by and between Vantiv, LLC and Charles D. Drucker.
|
|
S-1/A
|
|
333-177875
|
|
10.26
|
|
March 16, 2012
|
10.11+
|
|
Amended and Restated Offer Letter, dated as of February 27, 2012, by and between Vantiv, LLC and Mark L. Heimbouch.
|
|
S-1/A
|
|
333-177875
|
|
10.27
|
|
March 14, 2012
|
10.12+
|
|
Amended and Restated Offer Letter, dated as of February 27, 2012, by and between Vantiv, LLC and Royal Cole.
|
|
S-1/A
|
|
333-177875
|
|
10.35
|
|
March 14, 2012
|
10.13+
|
|
Offer Letter, dated as of May 12, 2014, by and between Vantiv, LLC and Matt Taylor.
|
|
10-K
|
|
001-35462
|
|
10.17
|
|
February 10, 2016
|
10.13.1+
|
|
Offer Letter, dated as of November 14, 2014, by and between Vantiv, LLC and Kimberly Martin.
|
|
10-K
|
|
001-35462
|
|
10.17.1
|
|
February 10, 2016
|
10.13.2+
|
|
Confirmation Letter, dated as of April 26, 2016, by and between Vantiv, LLC and Stephanie Ferris.
|
|
10-Q
|
|
001-35462
|
|
10.1
|
|
April 27, 2016
|
|
|
|
10.14+
|
|
Non-Competition, Non-Solicitation and Confidentiality Agreement made as of June 30, 2009, by and between Vantiv, LLC and Charles D. Drucker.
|
|
S-1/A
|
|
333-177875
|
|
10.28
|
|
March 5, 2012
|
10.15+
|
|
Form of Vantiv, LLC Non-Competition, Non-Solicitation and Confidentiality Agreement for executive officers.
|
|
S-1/A
|
|
333-177875
|
|
10.29
|
|
March 5, 2012
|
10.16+
|
|
Form of Indemnification Agreement.
|
|
S-1/A
|
|
333-177875
|
|
10.37
|
|
March 16, 2012
|
10.17†
|
|
Master Services Agreement, dated as of July 27, 2016, by and between Fifth Third Bancorp and Vantiv, LLC.
|
|
10-Q
|
|
001-35462
|
|
10.3
|
|
July 28, 2016
|
10.18†
|
|
Clearing, Settlement and Sponsorship Services Agreement, dated July 27, 2016, by and between Vantiv, LLC and Fifth Third Bank.
|
|
10-Q
|
|
001-35462
|
|
10.3
|
|
July 28, 2016
|
10.19
|
|
Tax Receivable Agreement, dated as of May 12, 2014, by and among NPC Group, Inc.; Silver Lake Partners III DE, LP; SLP III Quicksilver Feeder I, LP; Silver Lake Technology Investors III, L.P.; MPS 1, Inc.; Mercury Payment Systems II, LLC; Vantiv, LLC; and certain other parties listed on Schedule B thereto.
|
|
8-K
|
|
001-35462
|
|
10.3
|
|
June 19, 2014
|
10.20+
|
|
Mercury Payment Systems, LLC 2010 Unit Incentive Plan, as Restated and Assumed by Vantiv, Inc.
|
|
S-8
|
|
333-196911
|
|
4.3
|
|
June 19, 2014
|
10.21+
|
|
Form of Restricted Share Grant Notice and Restricted Share Agreement under the Vantiv, Inc. 2012 Equity Incentive Plan.
|
|
10-Q
|
|
001-35462
|
|
10.3
|
|
April 30, 2015
|
10.22+
|
|
Form of Performance Share Grant Notice and Performance Share Agreement under the Vantiv, Inc. 2012 Equity Incentive Plan.
|
|
10-Q
|
|
001-35462
|
|
10.4
|
|
April 30, 2015
|
10.23
|
|
Repurchase Addendum to Tax Receivable Agreement, dated as of July 24, 2015 by and among NPC Group, Inc.; Silver Lake Partners III DE, L.P.; SLP III Quicksilver Feeder I, L.P.; Silver Lake Technology Associates III, L.P.; Silver Lake Technology Investors III, L.P.; Durango FI, LLC (f/k/a MPS 1, Inc.); Mercury Payment Systems II, LLC; Vantiv, LLC; and certain other parties listed on Schedule A thereto.
|
|
10-Q
|
|
001-35462
|
|
10.1
|
|
July 29, 2015
|
10.24
|
|
Tax Receivable Purchase Addendum, dated as of October 23, 2015, by and between Vantiv, Inc. and Fifth Third Bank.
|
|
10-Q
|
|
001-35462
|
|
10.1
|
|
October 28, 2015
|
10.24.1
|
|
Tax Receivable Purchase Addendum, dated as of July 27, 2016, by and between Vantiv, Inc. and Fifth Third Bank.
|
|
10-Q
|
|
001-35462
|
|
10.3
|
|
July 28, 2016
|
10.25
|
|
Warrant Cancellation Agreement, dated as of December 2, 2015, by and between Vantiv Holding, LLC and Fifth Third Bank.
|
|
8-K
|
|
001-35462
|
|
10.1
|
|
December 2, 2015
|
10.26
|
|
Stock Repurchase Agreement, dated as of November 20, 2016, by and between Vantiv, Inc. and Fifth Third Bank.
|
|
8-K
|
|
001-35462
|
|
10.1
|
|
November 23, 2016
|
10.27+
|
|
Employee Stock Purchase Plan, amended as of October 27, 2015.
|
|
10-K
|
|
001-35462
|
|
10.32
|
|
February 10, 2016
|
10.28+
|
|
Amended and Restated Executive Severance Plan, dated as of November 8, 2015.
|
|
10-K
|
|
001-35462
|
|
10.33
|
|
February 10, 2016
|
10.29+
|
|
Vantiv, Inc. 2012 Equity Incentive Plan, dated as of November 8, 2015.
|
|
10-K
|
|
001-35462
|
|
10.34
|
|
February 10, 2016
|
11.1
|
|
Statement re computation of per share earnings (incorporated by reference to Notes to the Financial Statements included in Part II of this Report).
|
|
|
|
|
|
|
|
|
21.1
|
|
Subsidiaries of the Registrant.
|
|
|
|
|
|
|
|
|
23.1
|
|
Consent of Deloitte & Touche LLP, Independent Registered Public Accounting Firm.
|
|
|
|
|
|
|
|
|
24.1
|
|
Power of Attorney (included on signature page).
|
|
|
|
|
|
|
|
|
31.1
|
|
Certification of Chief Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
|
|
|
|
|
31.2
|
|
Certification of Chief Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
|
|
|
|
|
32
|
|
Certifications of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
|
|
|
|
|
101
|
|
Interactive Data Files.
|
|
|
|
|
|
|
|
|
|
†
|
Confidential treatment granted as to certain portions by the SEC.
|
+
|
Indicates a management contract or compensatory plan.
|
|
|
|
|
|
Page
|
Section 1.1
|
Certain Definitions
|
1
|
|
Section 2.1
|
Sale and Purchase of the Target Equity Interests
|
1
|
|
Section 2.2
|
Purchase Price
|
1
|
|
Section 2.3
|
Purchase Price Adjustment
|
2
|
|
Section 2.4
|
Closing
|
3
|
|
Section 2.5
|
Closing Deliverables
|
4
|
|
Section 3.1
|
Organization, Authorization, Enforceability, Non-Contravention
|
5
|
|
Section 3.2
|
Equity Interests of the Target Company
|
6
|
|
Section 3.3
|
Target Company Financial Information
|
6
|
|
Section 3.4
|
No Undisclosed Liabilities
|
7
|
|
Section 3.5
|
Absence of Changes
|
7
|
|
Section 3.6
|
No Litigation or Actions
|
8
|
|
Section 3.7
|
Approvals
|
8
|
|
Section 3.8
|
Taxes
|
9
|
|
Section 3.9
|
Employee Benefit Plans
|
10
|
|
Section 3.10
|
Labor Matters
|
12
|
|
Section 3.11
|
No Violation of Law; Card Networks; Required Licenses and Permits
|
13
|
|
Section 3.12
|
Real Property
|
14
|
|
Section 3.13
|
Intellectual Property and Data Security
|
14
|
|
Section 3.14
|
Specified Contracts
|
15
|
|
Section 3.15
|
Title to Assets
|
17
|
|
Section 3.16
|
Insurance
|
17
|
|
Section 3.17
|
Finder’s Fees
|
17
|
|
Section 3.18
|
Transactions with Affiliates.
|
18
|
|
Section 3.19
|
Merchants, Referral Partners and Vendors.
|
18
|
|
Section 3.20
|
Anti-Money Laundering
|
19
|
|
Section 3.21
|
Environmental Matters
|
19
|
|
Section 3.22
|
No Other Representations or Warranties
|
19
|
|
Section 4.1
|
Organization, Authorization, Enforceability, Non-Contravention
|
20
|
|
Section 4.2
|
Financing
|
21
|
|
Section 4.3
|
Approvals
|
21
|
|
Section 4.4
|
Finder’s Fees
|
21
|
|
Section 4.5
|
No Litigation
|
21
|
|
Section 4.6
|
Securities Law Compliance
|
21
|
|
Section 4.7
|
Due Diligence by Purchaser
|
21
|
|
Section 4.8
|
Solvency
|
22
|
|
Section 4.9
|
No Other Representations or Warranties
|
22
|
|
Section 5.1
|
Conduct of the Target Business
|
23
|
|
Section 5.2
|
Sale of Target Equity Interests
|
24
|
|
Section 5.3
|
Cooperation
|
24
|
|
Section 5.4
|
Access and Information
|
26
|
|
Section 5.5
|
Books and Records
|
28
|
|
Section 5.6
|
Confidentiality
|
29
|
|
Section 5.7
|
Announcements
|
29
|
|
Section 5.8
|
Insurance
|
30
|
|
Section 5.9
|
Interest in Intellectual Property
|
30
|
|
Section 5.10
|
Cooperation Regarding Transition Arrangements.
|
31
|
|
Section 5.11
|
Employee Matters
|
32
|
|
Section 5.12
|
Termination of Certain Affiliate Arrangements; Certain Releases
|
34
|
|
Section 5.13
|
No Solicitation
|
34
|
|
Section 5.14
|
Referral Arrangement; Parent Noncompetition; Parent Nonsolicitation of Customers
|
35
|
|
Section 5.15
|
Director Indemnification; Exculpation
|
36
|
|
Section 5.16
|
Other Transaction Documents
|
37
|
|
Section 5.17
|
Certain Contracts.
|
37
|
|
Section 5.18
|
Certain Litigation
|
38
|
|
Section 5.19
|
Further Assurances
|
39
|
|
Section 6.1
|
Conditions to Each Party’s Obligations
|
39
|
|
Section 6.2
|
Conditions to Obligations of Purchaser
|
39
|
|
Section 6.3
|
Conditions to Obligations of Parent
|
40
|
|
Section 7.1
|
Parent Returns and Reports
|
40
|
|
Section 7.2
|
Purchaser Returns and Reports
|
40
|
|
Section 7.3
|
Amendments
|
41
|
|
Section 7.4
|
Refunds
|
41
|
|
Section 7.5
|
Contest Provisions
|
41
|
|
Section 7.6
|
Transfer and Sales Taxes
|
42
|
|
Section 7.7
|
Cooperation; Access to Records
|
42
|
|
Section 7.8
|
No Tax Elections
|
43
|
|
Section 8.1
|
Survival
|
43
|
|
Section 8.2
|
Indemnification by Parent
|
43
|
|
Section 8.3
|
Indemnification by Purchaser
|
46
|
|
Section 8.4
|
Claims Procedure
|
47
|
|
Section 8.5
|
Payment
|
48
|
|
Section 8.6
|
Treatment of Indemnification Payments
|
49
|
|
Section 8.7
|
Provisions
|
49
|
|
Section 8.8
|
Exclusive Remedies
|
49
|
|
Section 8.9
|
Losses
|
49
|
|
Section 8.10
|
Net Financial Benefit
|
49
|
|
Section 8.11
|
Right to Recover
|
50
|
|
Section 8.12
|
Double Claims
|
50
|
|
Section 8.13
|
Mitigation of Losses
|
51
|
|
Section 8.14
|
Recovery
|
51
|
|
Section 9.1
|
Termination
|
51
|
|
Section 9.2
|
Notice of Termination
|
52
|
|
Section 9.3
|
Effect of Termination
|
52
|
|
Section 9.4
|
Additional Rights and Remedies
|
52
|
|
Section 10.1
|
Notices
|
52
|
|
Section 10.2
|
Assignment
|
53
|
|
Section 10.3
|
No Third-Party Beneficiaries
|
53
|
|
Section 10.4
|
Whole Agreement; Conflict with Other Transaction Documents
|
54
|
|
Section 10.5
|
Costs
|
54
|
|
Section 10.6
|
Governing Law; Consent to Jurisdiction; Specific Performance
|
54
|
|
Section 10.7
|
Counterparts
|
56
|
|
Section 10.8
|
Severability
|
56
|
|
Section 10.9
|
Amendments; Waiver
|
56
|
|
Section 10.10
|
Payments
|
56
|
|
Section 10.11
|
Guarantee
|
56
|
|
Schedule A
|
Definitions and Terms
|
Exhibit 1
|
Form of Transition Services Agreement
|
Exhibit 2
|
Form of Reverse Transition Services Agreement
|
Exhibit 3
|
Net Working Capital
|
Exhibit 4
|
Form of BMO Harris Sponsorship and Settlement Agreement
|
Exhibit 5
|
Form of BMO Harris Merchant Referral Program Agreement
|
Exhibit 6
|
Form of Merchant Assignment Agreement
|
Exhibit 7
|
Form of Parent Shareholder Non-Competition Agreement
|
Exhibit 8
|
Contingent Purchase Price Amount
|
Exhibit 9
|
Technology License Agreement
|
By:
|
______________________________________
Name: Title: |
By:
|
______________________________________
Name: Title: |
By:
|
______________________________________
Name: Title: |
Subsidiary
|
|
State or Other Jurisdiction of Formation
|
Vantiv Holding, LLC
|
|
Delaware
|
Vantiv, LLC
|
|
Delaware
|
Vantiv Company, LLC
|
|
Indiana
|
Vantiv Gaming Solutions, LLC
|
|
Delaware
|
8500 Governors Hill Drive, LLC
|
|
Delaware
|
Vantiv Prepaid Solutions, LLC
|
|
Delaware
|
Vantiv Shared Services, LLC
|
|
Delaware
|
NPC Group, Inc.
|
|
Delaware
|
Vantiv Services Company
|
|
Delaware
|
National Processing Company Group, Inc.
|
|
Delaware
|
National Processing Company
|
|
Nebraska
|
Best Payment Solutions, Inc.
|
|
Illinois
|
Vantiv eCommerce, LLC
|
|
Delaware
|
Vantiv Integrated Payments Solutions, Inc.
|
|
Nevada
|
People’s United Merchant Services, LLC
|
|
Delaware
|
MPS Holding Corp.
|
|
Delaware
|
Vantiv Integrated Payments, LLC
|
|
Delaware
|
Vantiv Integrated Payments Canada, LLC
|
|
Delaware
|
MML 1 LLC
|
|
Delaware
|
Moneris Solutions, Inc.
|
|
Delaware
|
1.
|
I have reviewed this annual report on Form 10-K of Vantiv, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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(a)
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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(b)
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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(c)
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Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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(d)
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Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
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5.
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The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
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(a)
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
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(b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
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February 8, 2017
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/s/ CHARLES D. DRUCKER
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Charles D. Drucker
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President and Chief Executive Officer
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1.
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I have reviewed this annual report on Form 10-K of Vantiv, Inc.;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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(c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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(d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
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5.
|
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
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February 8, 2017
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/s/ STEPHANIE L. FERRIS
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|
Stephanie L. Ferris
|
|
Chief Financial Officer
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1.
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The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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2.
|
The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.
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February 8, 2017
|
/s/ CHARLES D. DRUCKER
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|
Charles D. Drucker
|
|
President and Chief Executive Officer
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February 8, 2017
|
/s/ STEPHANIE L. FERRIS
|
|
Stephanie L. Ferris
|
|
Chief Financial Officer
|
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