Presentation FINAL
Presentation FINAL
1Q 2015
This presentation 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 presentation 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 presentation 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 risks are
discussed in the Company's filings with the U.S. Securities and Exchange Commission (the “SEC”) and include, but are not limited to: (i) our ability to adapt to developments and change
in our industry; (ii) competition; (iii) unauthorized disclosure of data or security breaches; (iv) systems failures or interruptions; (v) our ability to expand our market share or enter new
markets; (vi) our ability to identify and complete acquisitions, joint ventures and partnerships; (vii) failure to comply with applicable requirements of Visa, MasterCard or other payment
networks or changes in those requirements; (viii) our ability to pass along fee increases; (ix) termination of sponsorship or clearing services; (x) loss of clients or referral partners; (xi)
reductions in overall consumer, business and government spending; (xii) fraud by merchants or others; (xiii) a decline in the use of credit, debit or prepaid cards; (xiv) consolidation in
the banking and retail industries; (xv) the effects of governmental regulation or changes in laws; and (xvi) 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 most
recently filed Annual Report on Form 10-K and its subsequent filings with the SEC.
Any forward-looking statement made by us in this presentation speaks only as of the date of this presentation. 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.
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Company Overview
A Leading Integrated Payment
Processor in the U.S.
4
Our Segments
Small to mid-sized merchants and top- Large and regional financial institutions,
Customers
tier regional and national retailers community banks and credit unions
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How We Make Money
# of Transactions # of Transactions
Key Drivers
$ Amount of Sales Volume Value-Added Services
Example Merchant
Merchant Payment Issuer Financial
Acquirer Network Processor Institution
Consumer
Consumer
opportunity to
generate fees
across the
value chain
Pays Collects Collects Collects Collects
MDR Acquiring Fee Network Fee Processing Fee Interchange Fee
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Strong Execution and Momentum
2009-2014 CAGR
40+ years of payment processing
experience 23%
Attractive
Market Position Focused on fast growing and highly profitable market segments
Significant
Significant, untapped opportunities for expansion and growth
Upside
Strong
Operating Leverage Strong operating leverage and best-in-class margins¹
¹ Best-in-class refers to the publicly traded peer group of Global Payments, Heartland Payment Systems, and TSYS
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Market Leadership
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Superior Business Model Drives
Competitive Advantages
Integrated
Technology
Platform
Vantiv’s integrated business model provides services across the value chain
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Integrated Technology Platform
Leverages our Scale
Differentiated Omni-channel Scalable Secure
¹ Best-in-class refers to the publicly traded peer group of Global Payments, Heartland Payment Systems, and TSYS
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Broad and Comprehensive Suite of
Service Offerings
Customer Service Data Capture Reporting Connectivity Security & Risk Advisory
Support & Analytics Tools Management
Comprehensive Serving
Offerings Clients of All
Across the Types and
Value Chain Sizes
Provided
Through an
Integrated
Platform
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Strong Sales and Distribution Across
Multiple Channels
We continue to build on our core advantages to grow our Merchant and Financial Institutions businesses while
executing on our strategy to expand into high-growth channels and verticals.
Note: Represents approximate proportional breakdown of 2014 net revenue by channel and segment, pro forma for Mercury
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Focused on Fast Growing and Highly
Profitable Market Verticals
Vantiv
Emerging Mobile
E-commerce Gaming
Markets Solutions
Solutions
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Financial Overview
Financial Highlights
¹ Best-in-class refers to the publicly traded peer group of Global Payments, Heartland Payment Systems, and TSYS
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First Quarter 2015 and Full Year 2014
Financial Results and Milestones
1Q 2015 Performance2 Full Year 2014 Performance2
(Billions) Merchant
Merchant FI
$0.066 $0.066
20.1 $0.063 $0.062
20.0 $0.057 $0.059 $0.059
16.9 3.8
15.4
15.0 3.6
12.9 3.5
11.5 2010 2011 2012 2013 2014 1Q14 1Q15
3.3
10.0 3.1 FI
16.3
5.4 $0.093 $0.090 $0.094 $0.093 $0.088 $0.092 $0.088
9.6 13.3 4.2 1.0
5.0 9.6
8.5 0.9
3.3 4.4
0.0
2010 2011 2012 2013 2014 1Q14 1Q15 2010 2011 2012 2013 2014 1Q14 1Q15
Note: All numbers in 2010 are Pro Forma for NPC acquisition; please see reconciliation in appendix
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Stable and Diversified Revenue Growth
($Millions)
14%
9% 11%
$1,600 Merchant FI
$1,403
$1,400
$1,173 $336 Top 5 Clients Top 10 Clients Top 20 Clients
$1,200
$1,023
$1,000 $335
$866 2014 Customer Concentration
$773 $323
$800
$301
$600 $286 Financial
(% of Sales Transactions)
$1,067
¹ Net Revenue in 2010 is Pro Forma for the NPC acquisition; see reconciliation in appendix
Note: In certain cases, numbers are rounded
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Superior Cost Structure
$300
$0.0184 $0.0183 $0.0184 $0.0197 1.8%
$0.0183 $168
$200
$134
$100
$0
2010 2011 2012 2013 2014 2010 2011 2012 2013 2014 1Q14 1Q15
Note: All numbers in 2010 are Pro Forma for NPC acquisition
1 2014 costs trended higher due to Mercury acquisition costs
2 See reconciliation in appendix
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Sustainable and Compelling Earnings
Growth
Pro Forma Adjusted Net Income¹
($Millions)
$400
$372
$350
$321
$300
$260
$250
$200 $184
$153
$150
$100 $89
$78
$50
$0
2010 2011 2012 2013 2014 1Q14 1Q15
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Balance Sheet Review
($Millions)
6.0
$450
$412
$400 5.0 4.8x
$371 4.5x 4.4x
$350 4.2x
4.0x 4.0x 4.0x
4.0
$300
3.2x 3.1x
$250 $237 $240
3.0 2.8x
2.5x
$200 2.4x
$171
$150 2.0
$100
$67 1.0
$50
$0 0.0
2010 2011 2012 2013 2014 1Q15 2010 2011 2012 2013 2014 1Q15
Gross Debt / PF EBITDA Net Debt / PF EBITDA
1 Cash and Cash Equivalents balances presented as of the end of each respective period
2 See reconciliation in appendix; leverage increase in 2014 driven by financing for the Mercury acquisition
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Investment Highlights
Attractive
Market Position Focused on fast growing and highly profitable market segments
Significant
Significant, untapped opportunities for expansion and growth
Upside
Strong
Operating Leverage Strong operating leverage and best-in-class margins¹
¹ Best-in-class refers to the publicly traded peer group of Global Payments, Heartland Payment Systems, and TSYS
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Appendix
Pro Forma Transactions, Net Revenue
and Capital Spend For NPC Acquisition
Successor
Non-GAAP
Combined
Year Ended Year Ended Year Ended
12/31/2009 12/31/2010 12/31/2011
(in millions)
Merchant Transactions S1 7,250 8,206 9,591
NPC 335 281
Pro Forma Merchant Transactions 7,585 8,487 9,591
Note: NPC acquired November 2010. Adjustments made to transaction and revenue in both 2010 and 2009 to make comparable on a full year basis.
Stand alone capital spend represents fixed asset investments made by Fifth Third Bank prior to the separation of the company from the Bank in 2009.
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Non-GAAP Reconciliation
Non-GAAP
Successor
Com bined
Year Ended Year Ended Year Ended Year Ended Year Ended Year Ended Quarter Ended
12/31/2009 12/31/2010 12/31/2011 12/31/2012 12/31/2013 12/31/2014 3/31/2015
Debt refinancing and hedge term costs (b) - - 13.7 86.7 20.0 26.5 1.8
Per S1 / 10-K / 10-Q
Share based compensation 1.7 2.8 3.0 33.4 29.7 42.2 11.6
Acquisition and Integration Costs (c) - 4.5 3.8 10.4 14.5 38.4 14.7
Interest Expense (j) (106.5) (106.5) (105.6) (54.6) (40.9) (79.7) (26.0)
Pro Form a Adjusted Net Income 130.7 152.7 184.1 260.0 320.5 372.4 89.4
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Non-GAAP Reconciliation (cont’d)
(a) Transition costs include costs associated with our separation transaction from Fifth Third Bank, including costs incurred for our human resources, finance, marketing and legal functions
and severance costs; consulting fees related to non-recurring transition projects; expenses related to various strategic and separation initiatives; depreciation and amortization charged to
us by Fifth Third Bank under our transition services agreement; and compensation costs related to payouts of a one-time signing bonus to former Fifth Third Bank employees transferred
to us as part of our transition deferred compensation plan.
(b) Primarily includes non-operating expenses incurred with the refinancing of our debt in May 2011, March 2012, May 2013 and June 2014 as well costs associated with the early
termination of our interest rate swaps in March 2012. For the three months ended March 31, 2015, the amount represents the write-off of deferred financing fees and OID associated with
a $200 million early principal payment on the term B loan.
(c) Acquisition and integration costs include fees incurred in connection with our acquisitions, including legal, accounting and advisory fees as well as consulting fees for conversion and
integration services and charges related to employee termination benefits and other transition activities.
(d) Represents the non-cash expense related to fair value adjustments to the value of the put rights Vantiv, Inc. received from Fifth Third Bank in connection with the separation transaction.
(e) Consists of transaction costs, principally professional and advisory fees, incurred by us on behalf of Advent in connection with the separation transaction.
(f) Reflects NPC's EBITDA from January 2010 until our acquisition of NPC in November 2010.
(g) MasterCard assessed a change of control compliance fee to the company of $6.0 million as a result of our IPO.
(h) For the twelve months ended December 31, 2014, this represents non-operating income (expense) relating to a benefit recorded as a result of a reduction in certain TRA liabilities,
partially offset by the change in fair value of a TRA entered into in June 2014. For the three months ended March 31, 2015, this represents the change in fair value of a TRA entered into
in June 2014.
(i) For periods prior to 2012, amounts represent depreciation expense associated with the company’s property and equipment, assuming that the company’s property and equipment at
December 31, 2011 was in place on January 1, 2009. For periods subsequent to 2011, amounts represent the company’s depreciation and amortization expense adjusted to exclude
amortization of intangible assets acquired through business combinations and customer portfolio and related asset acquisitions. The twelve months ended December 31, 2014 also
includes the write-down of a trade name of $34.3 million.
(j) For periods prior to 2012, amounts represent interest expense associated with the company’s level of debt, assuming the level of debt and applicable terms at December 31, 2011 was
outstanding on January 1, 2009.
(k) Represents adjustments to income tax expense to reflect an effective tax rate of 36.0% for the three months ended March 31, 2015, 36.5% for the year ended December 31, 2014 and
38.5% for all other periods presented, assuming the conversion of the Class B units of Vantiv Holding into shares of Class A common stock, including the tax effect of the adjustments
described above. The effective tax rate is expected to remain at 36.0% going forward.
(l) 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.
(m) Represents the non-controlling interest, net of pro forma income tax expense, associated with a consolidated joint venture formed in May 2014.
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Non-GAAP Reconciliation (cont’d)
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Non-GAAP Reconciliation (cont’d)
(1) Excludes amortization of intangible assets acquired in business combinations, primarily customer related intangible assets. The twelve months ended
December 31, 2014 also includes the write-down of a trade name of $34.3 million. For periods prior to 2012, amounts represent depreciation expense
associated with the Company's property and equipment, assuming that the Company's property and equipment at December 31, 2011 was in place on
January 2009.
(2) Unlevered tax expense at 38.5% of PF income from operations for periods prior to 2014, unlevered tax expense at 36.5% of PF income from operations
for 2014, and 36.0% for the three months ended March 31, 2015. Income tax expense assumes conversion of non-controlling interests into shares of Class
A common stock
(3) Capital expenditures related to PP&E. Capital expenditures in 2009 include stand alone capital that represents fixed asset purchases made by Fifth
Third Bank prior to the separation of the Company from the bank.
(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. For comparison purposes, the tax benefits have been presented for periods prior to 2012, reflecting the
impact assuming the associated tax attributes were in place on January 1, 2009.
(5) Change in net working capital is calculated as the sum of the change in operating assets and liabilities per the statement of cash flows.
(6) For periods prior to 2012, amounts represent interest expense associated with the Company's level of debt, assuming the level of debt and applicable
terms at December 31, 2011 was outstanding on January 1, 2009.
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