BUSINESS COMBINATIONS
3 Months Ended
Mar. 31, 2015
Business Combinations [Abstract]  
BUSINESS COMBINATIONS
BUSINESS COMBINATIONS

Acquisition of Mercury Payment Systems, LLC

On June 13, 2014, the Company completed the acquisition of Mercury, acquiring all of the outstanding voting interest. Mercury was a payment technology and service leader whose solutions are integrated into point-of-sale software applications and brought to market through dealer and developer partners. This acquisition helps to accelerate the Company's growth in the integrated payments channel.

The acquisition was accounted for as a business combination under ASC 805. The purchase price was allocated to the assets acquired and the liabilities assumed based on the estimated fair value at the date of acquisition. The excess of the purchase price over the fair value of the net assets acquired was allocated to goodwill, a significant portion of which is deductible for tax purposes. Goodwill, assigned to Merchant Services, consists primarily of the acquired workforce and growth opportunities, none of which qualify as an intangible asset. The table below presents an updated purchase price allocation from the preliminary amounts reported as of December 31, 2014 (in thousands):
Cash acquired
$
22,485

Current assets
47,417

Property, equipment and software
32,257

Intangible assets
391,100

Goodwill
1,350,074

Deferred tax assets
16,626

Other non-current assets
1,176

Current and non-current liabilities
(42,096
)
Total purchase price
$
1,819,039



The above estimated fair values of assets acquired and liabilities assumed are preliminary and are based on the information that was available as of the reporting date to estimate the fair value of assets acquired and liabilities assumed. The Company believes that the information provides a reasonable basis for estimating the fair values of the acquired assets and assumed liabilities, but the potential for measurement period adjustments exists based on the Company’s continuing review of matters related to the acquisition. The Company expects to complete the purchase price allocation as soon as practicable, but no later than one year from the acquisition date.

The following pro forma information shows the Company’s results of operations for the three months ended March 31, 2014 as if the Mercury acquisition had occurred January 1, 2013. The pro forma information is presented for informational purposes only and is not necessarily indicative of what would have occurred if the acquisition had been made as of that date, nor is it intended to be indicative of future operating results.
 
Three Months Ended March 31, 2014
 
(Pro forma)
 
(in thousands, except share data)
Total revenue
$
616,268

Income from operations
66,187

Net income including non-controlling interests
31,365

Net income attributable to Vantiv, Inc.
20,914

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

Basic
$
0.15

Diluted
$
0.13

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

Basic
138,228,839

Diluted
198,949,977


 

The pro forma results include certain pro forma adjustments that were directly attributable to the business combination as follows:
additional amortization expense that would have been recognized relating to the acquired intangible assets, and
an adjustment of interest expense to reflect the additional borrowings of the Company in conjunction with the acquisition and removal of Mercury historical debt.