EX-99.1 2 q12014earnings.htm Q1 2014 EARNINGS RELEASE Q1 2014 Ex 99.1 ER and Schedules


Exhibit 99.1

Vantiv Reports First Quarter 2014 Results

First Quarter Net Revenue Increased 6% to $289 Million

Pro Forma Adjusted Net Income per Share Increased 26% to $0.39



CINCINNATI, April 30, 2014 - Vantiv, Inc. (NYSE: VNTV) (“Vantiv” or the “Company”) today announced financial results for the first quarter ended March 31, 2014. Revenue increased 8% to $537.6 million in the first quarter as compared to $498.0 million in the prior year period. Net revenue increased 6% to $288.5 million in the first quarter as compared to $272.9 million in the prior year period, primarily due to a 6% increase in transactions. On a GAAP basis, net income attributable to Vantiv, Inc. was $28.1 million or $0.18 per diluted share during the first quarter, compared with $26.1 million or $0.18 per diluted share in the prior year period. Pro forma adjusted net income increased 15% in the first quarter to $77.6 million as compared to $67.4 million in the prior year period. Pro forma adjusted net income per share increased 26% to $0.39 for the first quarter as compared to $0.31 in the prior year period. (See Schedule 2 for pro forma adjusted net income and Schedule 6 for GAAP net income reconciliation to pro forma adjusted net income.)

Vantiv’s scale and integrated business model continue to drive superior profitability as reflected by the Company’s first quarter adjusted EBITDA margin of 46.3%, representing approximately 40 basis points in margin expansion over the prior year period. Adjusted EBITDA increased to $133.7 million in the first quarter from $125.2 million in the prior year period. (See Schedule 7 for a reconciliation of GAAP net income to adjusted EBITDA.)

“Our business continues to perform well, and I am proud of our double digit pro forma adjusted net income per share growth,” said Charles Drucker, president and chief executive officer at Vantiv. “We are capitalizing on the strong secular trends in the payments industry by not only focusing on our traditional channels, but also by pursuing high growth verticals and channels to drive growth.”

Merchant Services

Net revenue increased 7% to $205.3 million in the first quarter as compared to $191.6 million in the prior year period, primarily due to a 6% increase in transactions and a 1% expansion in net revenue per transaction. Sales and marketing expenses increased by 2% above the prior year period, to $71.8 million.

Financial Institution Services

Net revenue increased to $83.2 million in the first quarter from $81.3 million in the prior year period, primarily due to a 7% increase in transactions, which was partially offset by a shift in the mix of our client portfolio that resulted in a lower average rate per transaction. Sales and marketing expenses increased by 15% above the prior year period, to $6.7 million.

Second Quarter 2014 Financial Outlook

Based on the current level of transaction trends and new business activity, net revenue for the second quarter of 2014 is expected to be $315 to $320 million, representing growth of 6% to 8% above the prior year period. Pro forma adjusted net income per share for the second quarter of 2014 is expected to be $0.45 to $0.46, an increase of 13% to 15% above the prior year period. GAAP net income per share attributable to Vantiv, Inc. is expected to be $0.25 to $0.26 for the second quarter of 2014.

Earnings Conference Call and Audio Webcast

The Company will host a conference call to discuss first quarter 2014 financial results today at 4:30 PM ET. Hosting the call will be Charles Drucker, president and chief executive officer and Mark Heimbouch, chief financial officer. The conference call can be accessed live over the phone by dialing (888) 631-5929, or for international callers (913) 312-0975, and referencing conference code 6016338. A replay will be available approximately two hours after the call concludes and can be accessed by dialing (888) 203-1112, or for international callers (719) 457-0820, and entering replay pass code 6016338. The replay will be available through Wednesday, May 14, 2014. The call will be webcast live from the Company's investor relations website at http://investors.vantiv.com.

1
 
 
 




About Vantiv, Inc.

Vantiv, Inc. (NYSE: VNTV) is a leading, integrated payment processor differentiated by a single, proprietary technology platform. Vantiv offers a comprehensive suite of traditional and innovative payment processing and technology solutions to merchants and financial institutions of all sizes in the U.S., enabling them to address their payment processing needs through a single provider. We build strong relationships with our customers, helping them become more efficient, more secure and more successful. Vantiv is the third largest merchant acquirer and the largest PIN debit acquirer based on number of transactions in the U.S. The company's growth strategy includes expanding further into high growth payment segments, such as integrated payments, payment facilitation (PayFacTM), mobile, prepaid and information solutions, and attractive industry verticals such as business-to-business, ecommerce, healthcare, gaming, government and education. For more information, visit www.vantiv.com.

Non-GAAP and Pro Forma Financial Measures

This earnings release presents non-GAAP and pro forma financial information including net revenue, adjusted EBITDA, pro forma adjusted net income, and pro forma adjusted net income per share. These are important financial performance measures for the Company, but are not financial measures as defined by GAAP. The presentation of this financial information is not intended to be considered in isolation of or as a substitute for, or superior to, the financial information prepared and presented in accordance with GAAP. The Company uses these non-GAAP and pro forma financial performance measures for financial and operational decision making and as a means to evaluate period-to-period comparisons. The Company believes that they provide useful information about operating results, enhance the overall understanding of past financial performance and future prospects, and allow for greater transparency with respect to key metrics used by management in its financial and operational decision making. Reconciliations of these measures to the most directly comparable GAAP financial measures are presented in the attached schedules.


2
 
 
 




Forward-Looking Statements
 
This release contains forward-looking statements that are subject to risks and uncertainties. All statements other than statements of historical fact or relating to present facts or current conditions included in this release are forward-looking statements including any statements regarding guidance and statements of a general economic or industry specific nature. Forward-looking statements give our current expectations and projections relating to our financial condition, results of operations, guidance, plans, objectives, future performance and business. You can identify forward-looking statements by the fact that they do not relate strictly to historical or current facts. These statements may include words such as “anticipate,” “estimate,” “expect,” “project,” “plan,” “intend,” “believe,” “may,” “should,” “can have,” “likely” and other words and terms of similar meaning in connection with any discussion of the timing or nature of future operating or financial performance or other events.

The forward-looking statements contained in this release are based on assumptions that we have made in light of our industry experience and our perceptions of historical trends, current conditions, expected future developments and other factors we believe are appropriate under the circumstances. As you review and consider information presented herein, you should understand that these statements are not guarantees of future performance or results. They depend upon future events and are subject to risks, uncertainties (many of which are beyond our control) and assumptions. Although we believe that these forward-looking statements are based on reasonable assumptions, you should be aware that many factors could affect our actual future performance or results and cause them to differ materially from those anticipated in the forward-looking statements. Certain of these factors and other risk factors are discussed in the Company's filings with the U.S. Securities and Exchange Commission and include, but are not limited to: (i) the ability to keep pace with rapid developments and change in our industry and provide new services to our clients; (ii) competition within our industry; (iii) disclosure of unauthorized data and security breaches that expose us to liability, litigation and reputational damage; (iv) failures of our systems or systems of our third party providers; (v) our inability to expand our market share in existing markets or expand into new markets; (vi) our ability to identify acquisition, joint venture and partnership candidates and finance or integrate businesses, services or technologies that we acquire; (vii) failure to comply with applicable requirements of Visa, MasterCard or other payment networks; (viii) changes in payment network rules or standards; (ix) our ability to pass fee increases along to merchants; (x) termination of sponsorship or clearing services provided to us; (xi) increased attrition of our merchants or referral partners; (xii) inability to successfully renew or renegotiate agreements with our clients or referral partners; (xiii) reductions in overall consumer, business and government spending; (xiv) fraud by merchants or others; (xv) a decline in the use of credit, debit or prepaid cards; (xvi) consolidation in the banking and retail industries; and (xvii) the effects of governmental regulation, changes in laws and outcomes of future litigation or investigations. Should one or more of these risks or uncertainties materialize, or should any of these assumptions prove incorrect, our actual results may vary in material respects from those projected in these forward-looking statements. More information on potential factors that could affect the Company’s financial results and performance is included from time to time in the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of the Company’s periodic reports filed with the SEC, including the Company’s Form 10-K for the year ended December 31, 2013 and its subsequent filings with the SEC.

Any forward-looking statement made by us in this release speaks only as of the date of this release. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by law.

Contacts:

Investors
Nathan Rozof, CFA
Senior Vice President, Investor Relations
(866) 254-4811
(513) 900-4811
IR@vantiv.com

Media
Andrew Ciafardini
Director of Public Relations
(513) 900-5308
Andrew.Ciafardini@vantiv.com



3
 
 
 



Schedule 1
Vantiv, Inc.
Consolidated Statements of Income
(Unaudited)
(in thousands, except share data)
 
 
Three Months Ended
 
 
 
 
March 31,
 
March 31,
 
 
 
 
2014
 
2013
 
% Change
Revenue
 
$
537,578

 
$
497,966

 
8
 %
Network fees and other costs
 
249,046

 
225,065

 
11
 %
Net revenue
 
288,532

 
272,901

 
6
 %
Sales and marketing
 
78,444

 
75,976

 
3
 %
Other operating costs
 
60,369

 
50,560

 
19
 %
General and administrative
 
32,606

 
31,099

 
5
 %
Depreciation and amortization
 
49,846

 
43,296

 
15
 %
Income from operations
 
67,267

 
71,970

 
(7
)%
Interest expense—net
 
(10,554
)
 
(9,694
)
 
9
 %
Income before applicable income taxes
 
56,713

 
62,276

 
(9
)%
Income tax expense
 
15,622

 
17,811

 
(12
)%
Net income
 
41,091

 
44,465

 
(8
)%
Less: Net income attributable to non-controlling interests
 
(12,955
)
 
(18,346
)
 
(29
)%
Net income attributable to Vantiv, Inc.
 
$
28,136

 
$
26,119

 
8
 %
 
 
 
 
 
 
 
Net income per share attributable to Vantiv, Inc. Class A common stock:
 
 

 
 
 
 

Basic
 
$
0.20

 
$
0.19

 
5
 %
Diluted(1)
 
$
0.18

 
$
0.18

 
 %
Shares used in computing net income per share of Class A common stock:
 
 

 
 

 
 

Basic
 
138,228,839

 
137,084,276

 
 

Diluted
 
198,949,977

 
214,584,791

 
 

 
 
 
 
 
 
 
Non Financial Data:
 
 
 
 
 
 

Transactions (in millions)
 
4,217

 
3,974

 
6
 %
 
 
(1) Due to our structure as a C corporation and Vantiv Holding's structure as a pass-through entity for tax purposes, the numerator in the diluted net income per share calculation is adjusted to reflect our income tax expense at an expected effective tax rate assuming the conversion of the Class B units of Vantiv Holding into shares of our Class A common stock. The expected effective tax rate for the three months ended March 31, 2014 and March 31, 2013 was 36.5% and 38.5%, respectively. The components of the diluted net income per share calculation are as follows:
 
Three Months Ended
 
March 31,
 
March 31,

2014
 
2013
Income before applicable income taxes
$
56,713

 
$
62,276

Taxes
20,700

 
23,976

Net income
$
36,013

 
$
38,300

Diluted shares
198,949,977

 
214,584,791

Diluted EPS
$
0.18

 
$
0.18


4
 
 
 



Schedule 2
Vantiv, Inc.
Pro Forma Adjusted Net Income
(Unaudited)
(in thousands, except share data)
 
See schedule 6 for a reconciliation of GAAP net income to pro forma adjusted net income.
 
 
Three Months Ended
 
 
 
 
March 31,
 
March 31,
 
 
 
 
2014
 
2013
 
% Change
Revenue
 
$
537,578

 
$
497,966

 
8
 %
Network fees and other costs
 
249,046

 
225,065

 
11
 %
Net revenue
 
288,532

 
272,901

 
6
 %
Sales and marketing
 
78,444

 
75,976

 
3
 %
Other operating costs
 
53,931

 
48,549

 
11
 %
General and administrative
 
22,504

 
23,149

 
(3
)%
Adjusted EBITDA(1)
 
133,653

 
125,227

 
7
 %
Depreciation and amortization
 
17,598

 
12,836

 
37
 %
Adjusted income from operations
 
116,055

 
112,391

 
3
 %
Interest expense—net
 
(10,554
)
 
(9,694
)
 
9
 %
Non-GAAP adjusted income before applicable income taxes
 
105,501

 
102,697

 
3
 %
Pro Forma Adjustments:
 
 
 
 
 
 
Income tax expense(2)
 
38,508

 
39,538

 
(3
)%
Tax adjustments(3)
 
(10,629
)
 
(4,242
)
 
151
 %
Pro forma adjusted net income(4)
 
$
77,622

 
$
67,401

 
15
 %
 
 
 
 
 
 
 
Pro forma adjusted net income per share(5)
 
$
0.39

 
$
0.31

 
26
 %
 
 
 
 
 
 
 
Adjusted shares outstanding
 
198,949,977

 
214,584,791

 
 

 
 
 
 
 
 
 
Non Financial Data:
 
 

 
 

 
 

Transactions (in millions)
 
4,217

 
3,974

 
6
 %
 
Non-GAAP and Pro Forma Financial Measures
This schedule presents non-GAAP and pro forma financial measures, which are important financial performance measures for the Company, but are not financial measures as defined by GAAP.  Such financial measures should not be considered as alternatives to GAAP net income, and such measures may not be comparable to those reported by other companies.
 
Pro forma adjusted net income is derived from GAAP net income, adjusting for the following items: (a) amortization of intangible assets acquired in business combinations and customer portfolio and related asset acquisitions; (b) adjustments to income tax expense assuming conversion of non-controlling interests into shares of Class A common stock; (c) share-based compensation; (d) acquisition and integration costs incurred in connection with our acquisitions, costs associated with our separation from Fifth Third Bank and charges related to employee termination benefits; and (e) tax benefits due to the amortization of intangible assets and other tax attributes resulting from or acquired with our acquisitions, and to the tax basis step up associated with our separation from Fifth Third Bank and the purchase or exchange of Class B units of Vantiv Holding, net of payment obligations under tax receivable agreements established at the time of our initial public offering.
 
(1) See schedule 7 for a reconciliation of GAAP net income to adjusted EBITDA.
(2) Represents income tax expense at an effective tax rate of 36.5% for the three months ended March 31, 2014 and 38.5% for the three months ended March 31, 2013, assuming the conversion of the Class B units of Vantiv Holding into shares of Class A common stock, including the tax effect of adjustments described above. The effective tax rate is expected to remain at 36.5% for the remainder of 2014.
(3) Represents tax benefits due to the amortization of intangible assets and other tax attributes resulting from or acquired with our acquisitions, and to the tax basis step up associated with our separation from Fifth Third Bank and the purchase or exchange of Class B units of Vantiv Holding, net of payment obligations under tax receivable agreements established at the time of our initial public offering.
(4) Pro forma adjusted net income assumes the conversion of non-controlling interests into shares of Class A common stock.
(5) Pro forma adjusted net income per share is calculated as pro forma adjusted net income divided by adjusted shares outstanding.

5
 
 
 



Schedule 3
Vantiv, Inc.
Segment Information
(Unaudited)
(in thousands)

 
 
Three Months Ended March 31, 2014
 
 
 
 
Financial Institution
 
 
 
 
Merchant Services
 
Services
 
Total
Total revenue
 
$
418,766

 
$
118,812

 
$
537,578

Network fees and other costs
 
213,440

 
35,606

 
249,046

Net revenue
 
205,326

 
83,206

 
288,532

Sales and marketing
 
71,751

 
6,693

 
78,444

Segment profit
 
$
133,575

 
$
76,513

 
$
210,088

 
 
 
 
 
 
 
Non-financial data:
 
 

 
 

 
 

Transactions (in millions)
 
3,310

 
907

 
4,217

Net revenue per transaction
 
$
0.0620

 
$
0.0917

 
$
0.0684


 
 
Three Months Ended March 31, 2013
 
 
 
 
Financial Institution
 
 
 
 
Merchant Services
 
Services
 
Total
Total revenue
 
$
385,584

 
$
112,382

 
$
497,966

Network fees and other costs
 
193,996

 
31,069

 
225,065

Net revenue
 
191,588

 
81,313

 
272,901

Sales and marketing
 
70,150

 
5,826

 
75,976

Segment profit
 
$
121,438

 
$
75,487

 
$
196,925

 
 
 
 
 
 
 
Non-financial data:
 
 

 
 

 
 

Transactions (in millions)
 
3,123

 
851

 
3,974

Net revenue per transaction
 
$
0.0613

 
$
0.0955

 
$
0.0687





6
 
 
 



Schedule 4
Vantiv, Inc.
Condensed Consolidated Statements of Financial Position
(Unaudited)
(in thousands)
 
 
March 31, 2014
 
December 31, 2013
Assets
 
 

 
 

Current assets:
 
 

 
 

Cash and cash equivalents
 
$
136,968

 
$
171,427

Accounts receivable—net
 
473,229

 
472,196

Related party receivable
 
5,160

 
5,155

Settlement assets
 
522,485

 
127,144

Prepaid expenses
 
20,424

 
18,059

Other
 
9,586

 
13,932

Total current assets
 
1,167,852

 
807,913

 
 
 
 
 
  Customer incentives
 
36,608

 
30,808

  Property, equipment and software—net
 
216,918

 
217,333

  Intangible assets—net
 
780,735

 
795,332

  Goodwill
 
1,943,613

 
1,943,613

  Deferred taxes
 
359,096

 
362,785

  Other assets
 
30,102

 
31,769

Total assets
 
$
4,534,924

 
$
4,189,553

 
 
 
 
 
Liabilities and equity
 
 
 
 
Current liabilities:
 
 
 
 
Accounts payable and accrued expenses
 
$
209,296

 
$
233,383

Related party payable
 
1,789

 
2,381

Settlement obligations
 
722,925

 
333,649

Current portion of note payable
 
92,500

 
92,500

Current portion of tax receivable agreement obligations to related parties
 
22,649

 
8,639

Deferred income
 
10,001

 
9,053

Current maturities of capital lease obligations
 
4,347

 
4,326

Other
 
1,382

 
1,382

Total current liabilities
 
1,064,889

 
685,313

Long-term liabilities:
 
 
 
 
Note payable
 
1,695,775

 
1,718,750

Tax receivable agreement obligations to related parties
 
528,412

 
551,061

Capital lease obligations
 
10,855

 
12,044

Deferred taxes
 
42,263

 
37,963

Other
 
7,605

 
8,100

Total long-term liabilities
 
2,284,910

 
2,327,918

Total liabilities
 
3,349,799

 
3,013,231

 
 
 
 
 
Commitments and contingencies
 
 
 
 
Equity:
 
 
 
 
Total equity (1)
 
1,185,125

 
1,176,322

Total liabilities and equity
 
$
4,534,924

 
$
4,189,553

 
 
(1) Includes equity attributable to non-controlling interests.

7
 
 
 



Schedule 5
Vantiv, Inc.
Consolidated Statements of Cash Flows
(Unaudited)
(in thousands)
 
 
Three Months Ended
 
 
March 31, 2014
 
March 31, 2013
Operating Activities:
 
 

 
 

Net income
 
$
41,091

 
$
44,465

Adjustments to reconcile net income to net cash provided by operating activities:
 
 

 
 

Depreciation and amortization expense
 
49,846

 
43,296

Amortization of customer incentives
 
1,894

 
2,475

Amortization of debt issuance costs
 
1,170

 
1,001

Share-based compensation expense
 
8,939

 
6,740

Change in operating assets and liabilities:
 
 

 
 

Accounts receivable and related party receivable
 
(1,038
)
 
(4,344
)
Net settlement assets and obligations
 
(6,065
)
 
76,253

Customer incentives
 
(3,873
)
 
(5,815
)
Prepaid and other assets
 
1,524

 
(6,232
)
Accounts payable and accrued expenses
 
(9,148
)
 
(4,516
)
Payable to related party
 
(592
)
 
1,080

Other liabilities
 
948

 
2,049

Net cash provided by operating activities
 
84,696

 
156,452

 
 
 
 
 
Investing Activities:
 
 

 
 

Purchases of property and equipment
 
(28,941
)
 
(12,342
)
Acquisition of customer portfolios and related assets
 
(17,394
)
 
(32
)
Purchase of investments
 

 
(124
)
Net cash used in investing activities
 
(46,335
)
 
(12,498
)
 
 
 
 
 
Financing Activities:
 
 

 
 

Proceeds from exercise of Class A common stock options
 
236

 

Repayment of debt and capital lease obligations
 
(24,607
)
 
(56,681
)
Repurchase of Class A common stock
 
(34,366
)
 

Repurchase of Class A common stock (to satisfy tax withholding obligations)
 
(13,289
)
 
(9,402
)
Payments under tax receivable agreements
 
(8,639
)
 

Tax benefit from employee share-based compensation
 
7,845

 
3,607

Distribution to non-controlling interests
 

 
(6,796
)
Net cash used in financing activities
 
(72,820
)
 
(69,272
)
 
 
 
 
 
Net (decrease) increase in cash and cash equivalents
 
(34,459
)
 
74,682

Cash and cash equivalents—Beginning of period
 
171,427

 
67,058

Cash and cash equivalents—End of period
 
$
136,968

 
$
141,740

 
 
 
 
 
Cash Payments:
 
 

 
 

Interest
 
$
9,518

 
$
8,570

Taxes
 
12,756

 
13,465


8
 
 
 



Schedule 6
Vantiv, Inc.
Reconciliation of GAAP Net Income to Pro Forma Adjusted Net Income
(Unaudited)
(in thousands)
 
Three Months Ended March 31, 2014
 
 
 
Non-GAAP Adjustments
 
Pro Forma Adjustments
 
 
 
GAAP
 
Transition, Acquisition
and Integration(1)
 
Share-Based
Compensation
 
Amortization of Intangible Assets(2)
 
Tax Adjustments
 
Pro Forma Adjusted Net Income
Revenue
$
537,578

 
$

 
$

 
$

 
$

 
$
537,578

Network fees and other costs
249,046

 

 

 

 

 
249,046

Net revenue
288,532

 

 

 

 

 
288,532

Sales and marketing
78,444

 

 

 

 

 
78,444

Other operating costs
60,369

 
(6,438
)
 

 

 

 
53,931

General and administrative
32,606

 
(1,163
)
 
(8,939
)
 

 

 
22,504

Depreciation and amortization
49,846

 

 

 
(32,248
)
 

 
17,598

Income from operations
67,267

 
7,601

 
8,939

 
32,248

 

 
116,055

Interest expense—net
(10,554
)
 

 

 

 

 
(10,554
)
Income before applicable income taxes
56,713

 
7,601

 
8,939

 
32,248

 

 
105,501

Income tax expense
15,622

 

 

 

 
22,886

(3)
38,508

Tax adjustments

 

 

 

 
(10,629
)
(4)
(10,629
)
Net income
$
41,091

 
$
7,601

 
$
8,939

 
$
32,248

 
$
(12,257
)
 
$
77,622

 
Three Months Ended March 31, 2013
 
 
 
Non-GAAP Adjustments
 
Pro Forma Adjustments
 
 
 
GAAP
 
Transition, Acquisition
and Integration(1)
 
Share-Based
Compensation
 
Amortization of Intangible Assets(2)
 
Tax Adjustments
 
Pro Forma Adjusted Net Income
Revenue
$
497,966

 
$

 
$

 
$

 
$

 
$
497,966

Network fees and other costs
225,065

 

 

 

 

 
225,065

Net revenue
272,901

 

 

 

 

 
272,901

Sales and marketing
75,976

 

 

 

 

 
75,976

Other operating costs
50,560

 
(2,011
)
 

 

 

 
48,549

General and administrative
31,099

 
(1,210
)
 
(6,740
)
 

 

 
23,149

Depreciation and amortization
43,296

 

 

 
(30,460
)
 

 
12,836

Income from operations
71,970

 
3,221

 
6,740

 
30,460

 

 
112,391

Interest expense—net
(9,694
)
 

 

 

 

 
(9,694
)
Income before applicable income taxes
62,276

 
3,221

 
6,740

 
30,460

 

 
102,697

Income tax expense
17,811

 

 

 

 
21,727

(3)
39,538

Tax adjustments

 

 

 

 
(4,242
)
(4)
(4,242
)
Net income
$
44,465

 
$
3,221

 
$
6,740

 
$
30,460

 
$
(17,485
)
 
$
67,401

Pro Forma Financial Measures
This schedule presents pro forma financial measures, which are important financial performance measures for the Company, but are not financial measures as defined by GAAP.  Such financial measures should not be considered as alternatives to GAAP net income, and such measures may not be comparable to those reported by other companies.
 
(1) Represents acquisition and integration costs incurred in connection with our acquisitions, costs associated with our separation from Fifth Third Bank and charges related to employee termination benefits.
(2) Represents amortization of intangible assets acquired through business combinations and customer portfolio and related asset acquisitions.
(3) Represents adjustments to income tax expense to reflect an effective tax rate of 36.5% for the three months ended March 31, 2014 and 38.5% for the three months ended March 31, 2013, assuming the conversion of the Class B units of Vantiv Holding into shares of Class A common stock, including the tax effect of adjustments described above. The effective tax rate is expected to remain at 36.5% for the remainder of 2014.
(4) Represents tax benefits due to the amortization of intangible assets and other tax attributes resulting from or acquired with our acquisitions, and to the tax basis step up associated with our separation from Fifth Third Bank and the purchase or exchange of Class B units of Vantiv Holding, net of payment obligations under tax receivable agreements established at the time of our initial public offering.

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Schedule 7
Vantiv, Inc.
Reconciliation of GAAP Net Income to Adjusted EBITDA
(Unaudited)
(in thousands)

 
 
Three Months Ended
 
 
 
 
March 31,
 
March 31,
 
 
 
 
2014
 
2013
 
% Change
Net income
 
$
41,091

 
$
44,465

 
(8
)%
Income tax expense
 
15,622

 
17,811

 
(12
)%
Interest expense—net
 
10,554

 
9,694

 
9
 %
Share-based compensation
 
8,939

 
6,740

 
33
 %
Transition, acquisition and integration costs(1)
 
7,601

 
3,221

 
136
 %
Depreciation and amortization
 
49,846

 
43,296

 
15
 %
Adjusted EBITDA
 
$
133,653

 
$
125,227

 
7
 %
 
Non-GAAP Financial Measures
This schedule presents adjusted EBITDA, which is an important financial performance measure for the Company, but is not a financial measure as defined by GAAP. Such financial measure should not be considered as an alternative to GAAP net income, and such measure may not be comparable to those reported by other companies. 
 
(1) Represents acquisition and integration costs incurred in connection with our acquisitions, costs associated with our separation from Fifth Third Bank and charges related to employee termination benefits.





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