Form 8-K FLEETCOR TECHNOLOGIES For: Apr 30

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): April 30, 2015

 

 

FleetCor Technologies, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware		001-35004		72-1074903
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

 

5445 Triangle Parkway, Suite 400, Norcross, Georgia		30092
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (770) 449-0479

Not Applicable

Former name or former address, if changed since last report

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

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Item 2.02 Results of Operations and Financial Condition.

On April 30, 2015, FleetCor Technologies, Inc. issued a press release announcing its financial results for the first quarter March 31, 2015. A copy of the press release is attached as Exhibit 99.1, which is incorporated by reference in its entirety. The information in this item, including Exhibit 99.1, is being furnished, not filed. Accordingly, the information in this item will not be incorporated by reference into any registration statement filed by FleetCor Technologies, Inc. under the Securities Act of 1933, as amended, unless specifically identified as being incorporated into it by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits. 99.1 FleetCor Technologies, Inc. press release dated April 30, 2015.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

				FleetCor Technologies, Inc.
April 30, 2015				By:		/s/ Eric R. Dey
						Eric R. Dey
						Chief Financial Officer

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Exhibit Index

 

Exhibit No.		Description
99.1		FleetCor Technologies, Inc. press release dated April 30, 2015.

Exhibit 99.1

FleetCor Reports First Quarter 2015 Financial Results

Adjusted Net Income Per Share Grows 29% Year-Over-Year

Raises 2015 Guidance

NORCROSS, Ga., April 30, 2015 — FleetCor Technologies, Inc. (NYSE: FLT), a leading global provider of fuel cards and workforce payment products to businesses, today reported financial results for its first quarter ended March 31, 2015.

“We reported good first quarter results, despite a pretty unfavorable macro-environment. Importantly, our fundamentals were strong, organic revenue growth was approximately 9% in the quarter, on a constant fuel price, currency, and spread basis,” said Ron Clarke, chairman and chief executive officer, FleetCor Technologies, Inc. “We are raising our full year 2015 guidance by $0.05 to reflect our first quarter beat.”

Financial Results for First Quarter 2015:

GAAP Results

 

•

Total revenues increased 64% to $416.2 million compared to $253.9 million in the first quarter of 2014.

 

•

The Company reported GAAP net income1 of $94.2 million or $1.00 per diluted share in the first quarter of 2015 compared to GAAP net income of $75.1 million or $0.88 per diluted share in the first quarter of 2014.

Non-GAAP Results

 

•

Adjusted revenues1 (revenues, net less merchant commissions) increased 65% to $388.8 million compared to $236.3 million in the first quarter of 2014.

 

•

Adjusted net income1 increased 41% to $135.9 million compared to $96.1 million in the first quarter of 2014.

 

•

Adjusted net income per diluted share1 increased 29% to $1.45 compared to $1.12 in the first quarter of 2014.

Fiscal Year 2015 Outlook:

“The first quarter of 2015 was another strong quarter for the Company despite the significant macro- economic headwinds around foreign exchange rates and declining fuel prices. In the aggregate, these macro-economic headwinds impacted our business in the first quarter by approximately $30 million in adjusted revenue or $0.16 in adjusted net income per diluted share,” said Eric Dey, chief financial officer FleetCor Technologies, Inc. “We are raising our guidance to reflect our strong first quarter results but continue to be cautious about the remainder of the year.”

For fiscal year 2015 FleetCor Technologies, Inc. is raising its financial guidance for 2015 as follows:

 

•

Total revenues between $1,600 million and $1,650 million, no change from the prior guidance;

 

•

Adjusted net income between $565 million and $585 million, up from the previous guidance range of between $560 million and $580 million;

 

•

Adjusted net income per diluted share between $6.00 and $6.20, up from the previous guidance range of between $5.95 and $6.15.

 

1	Reconciliations of GAAP results to non GAAP results are provided in Exhibit 1 attached. Additional supplemental data is provided in Exhibit 2 and segment information is provided in Exhibit 3.

 

1

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The Company’s fiscal-year guidance assumptions for 2015 are as follows:

 

•

Weighted fuel prices up slightly to $2.59 average for the balance of the year in the U.S. compared to $2.58 in the prior guidance and compared to $3.56 per gallon average in the U.S. in 2014, down approximately 30%.

 

•

Market spreads assumptions remain approximately the same as the prior guidance.

 

•

Foreign exchange rates equal to the average of April 1 through April 13th, a negative impact to revenue of approximately $20 million and to adjusted net income of approximately $0.08 in adjusted net income per diluted share compared to previous guidance.

 

•

SVS business is retained for the entire second quarter of 2015.

 

•

Full year tax rate of 31.8% versus 32.1% in previous guidance.

 

•

Fully diluted shares outstanding of 94.3 million shares.

 

•

No impact related to acquisitions or material new partnership agreements not already disclosed.

Conference Call

The Company will host a conference call to discuss first quarter 2015 financial results today at 5:00pm ET. Hosting the call will be Ron Clarke, chief executive officer, and Eric Dey, chief financial officer. The conference call can be accessed live over the phone by dialing (877) 407-0784, or for international callers (201) 689-8560. A replay will be available one hour after the call and can be accessed by dialing (877) 870-5176 or (858) 384-5517 for international callers; the conference ID is 13608063. The replay will be available until May 7, 2015. The call will be webcast live from the Company’s investor relations website at investor.fleetcor.com.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the federal securities laws. Statements that are not historical facts, including statements about FleetCor’s beliefs, expectations and future performance, are forward-looking statements. Forward-looking statements can be identified by the use of words such as “anticipate,” “intend,” “believe,” “estimate,” “plan,” “seek,” “project,” “expect,” “may,” “will,” “would,” “could” or “should,” the negative of these terms or other comparable terminology. Examples of forward-looking statements in this press release include statements relating to revenue and earnings guidance and assumptions underlying financial guidance. These forward-looking statements are subject to a number of risks and uncertainties that could cause actual results to differ materially from those contained in any forward-looking statement, such as delays or failures associated with implementation; fuel price and spread volatility; changes in credit risk of customers and associated losses; the actions of regulators relating to payment cards or resulting from investigations; failure to maintain or renew key business relationships; failure to maintain competitive offerings; failure to maintain or renew sources of financing; failure to complete, or delays in completing, anticipated new partnership arrangements or acquisitions and the failure to successfully integrate or otherwise achieve anticipated benefits from such partnerships or acquired businesses; failure to successfully expand business internationally; the impact of foreign exchange rates on operations, revenue and income; the effects of general economic conditions on fueling patterns and the commercial activity of fleets, as well as the other risks and uncertainties identified under the caption “Risk Factors” in FleetCor’s Annual Report on Form 10-K for the year ended December 31, 2014, filed with the Securities and Exchange Commission on March 2, 2015. FleetCor believes these forward-looking statements are reasonable; however, forward-looking statements are not a guarantee of performance, and undue reliance should not be placed on such statements. The forward-looking statements included in this press release are made only as of the date hereof, and FleetCor does not undertake, and specifically disclaims, any obligation to update any such statements or to publicly announce the results of any revisions to any of such statements to reflect future events or developments.

 

2

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About Non-GAAP Financial Measures

Adjusted revenue is calculated as revenues, net less merchant commissions. Adjusted net income is calculated as net income, adjusted to eliminate (a) non-cash stock-based compensation expense related to share-based compensation awards, (b) amortization of deferred financing costs and intangible assets, (c) amortization of the premium recognized on the purchase of receivables, (d) loss on the early extinguishment of debt, (e) our proportionate share of amortization of intangible assets at our equity method investment, and (f) other non-cash adjustments. The Company uses adjusted revenues as a basis to evaluate the company’s revenues, net of the commissions that are paid to merchants to participate in our card programs. The commissions paid to merchants can vary when market spreads fluctuate in much the same way as revenues are impacted when market spreads fluctuate. The Company believes this is a more effective way to evaluate the company’s revenue performance. We prepare adjusted net income to eliminate the effect of items that we do not consider indicative of our core operating performance. Adjusted revenues and adjusted net income are supplemental measures of operating performance that do not represent and should not be considered as an alternative to revenues, net, net income or cash flow from operations, as determined by U.S. generally accepted accounting principles, or U.S. GAAP, and our calculation thereof may not be comparable to that reported by other companies. We believe it is useful to exclude non-cash stock-based compensation expense from adjusted net income because non-cash equity grants made at a certain price and point in time do not necessarily reflect how our business is performing at any particular time and stock-based compensation expense is not a key measure of our core operating performance. We also believe that amortization expense can vary substantially from company to company and from period to period depending upon their financing and accounting methods, the fair value and average expected life of their acquired intangible assets, their capital structures and the method by which their assets were acquired; therefore, we have excluded amortization expense from our adjusted net income. We also exclude loss on the early extinguishment of debt from adjusted net income, as this expense is non-cash and is one-time in nature and does not reflect the ongoing operations of the business.

Management uses adjusted revenues and adjusted net income:

 

•

as measurements of operating performance because they assist us in comparing our operating performance on a consistent basis;

 

•

for planning purposes, including the preparation of our internal annual operating budget;

 

•

to allocate resources to enhance the financial performance of our business; and

 

•

to evaluate the performance and effectiveness of our operational strategies.

We believe adjusted revenues and adjusted net income are key measures used by the Company and investors as supplemental measures to evaluate the overall operating performance of companies in our industry. By providing these non-GAAP financial measures, together with reconciliations, we believe we are enhancing investors’ understanding of our business and our results of operations, as well as assisting investors in evaluating how well we are executing strategic initiatives.

About FleetCor

FleetCor is a leading global provider of fuel cards and workforce payment products to businesses. FleetCor’s payment programs enable businesses to better control employee spending and provide card-accepting merchants with a commercial customer base that can increase their sales and customer loyalty. FleetCor serves commercial accounts in North America, Latin America, Europe, Australia and New Zealand. For more information, please visit www.fleetcor.com.

Contact:

Investor Relations

[email protected]

(770) 729-2017

 

3

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FleetCor Technologies, Inc. and subsidiaries

Consolidated Statements of Income

(In thousands, except per share amounts)

 

		Three Months Ended March 31,
		2015				2014
		(Unaudited)				(Unaudited)
Revenues, net		$	416,166			$	253,908
Expenses:
Merchant commissions			27,326				17,623
Processing			81,356				36,856
Selling			26,331				17,414
General and administrative			69,297				43,461
Depreciation and amortization			48,082				24,418
Operating income			163,774				114,136
Other expense, net			1,860				544
Equity method investment loss			2,700				—
Interest expense, net			19,566				5,461
Total other expense			24,126				6,005
Income before income taxes			139,648				108,131
Provision for income taxes			45,495				33,022
Net income		$	94,153			$	75,109
Basic earnings per share		$	1.03			$	0.91
Diluted earnings per share		$	1.00			$	0.88
Weighted average shares outstanding:
Basic shares			91,750				82,737
Diluted shares			93,934				85,695

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FleetCor Technologies, Inc. and subsidiaries

Consolidated Balance Sheets

(In thousands, except share and par value amounts)

 

		March 31, 2015				December 31, 2014
		(Unaudited)
Assets
Current assets:
Cash and cash equivalents		$	379,393			$	477,069
Restricted cash			129,562				135,144
Accounts receivable (less allowance for doubtful accounts of $21,969 and $23,842, respectively)			773,474				673,797
Securitized accounts receivable - restricted for securitization investors			679,000				675,000
Prepaid expenses and other current assets			70,198				74,889
Deferred income taxes			77,638				101,451
Total current assets			2,109,265				2,137,350
Property and equipment			137,608				135,062
Less accumulated depreciation and amortization			(65,542	)			(61,499	)
Net property and equipment			72,066				73,563
Goodwill			3,761,378				3,808,262
Other intangibles, net			2,369,922				2,440,967
Equity method investment			124,086				141,933
Other assets			68,007				72,431
Total assets		$	8,504,724			$	8,674,506
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable		$	775,929			$	716,676
Accrued expenses			151,974				178,375
Customer deposits			451,588				492,257
Securitization facility			679,000				675,000
Current portion of notes payable and other obligations			657,108				749,764
Other current liabilities			40,680				84,546
Total current liabilities			2,756,279				2,896,618
Notes payable and other obligations, less current portion			2,139,704				2,168,953
Deferred income taxes			794,381				815,169
Other noncurrent liabilities			34,186				40,629
Total noncurrent liabilities			2,968,271				3,024,751
Commitments and contingencies
Stockholders’ equity:
Common stock, $0.001 par value; 475,000,000 shares authorized, 119,900,971 shares issued and 91,791,859 shares outstanding at March 31, 2015; and 475,000,000 shares authorized, 119,771,155 shares issued and 91,662,043 shares outstanding at December 31, 2014			120				120
Additional paid-in capital			1,878,383				1,852,442
Retained earnings			1,498,058				1,403,905
Accumulated other comprehensive loss			(249,990	)			(156,933	)
Less treasury stock, 28,109,112 shares at March 31, 2015 and December 31, 2014			(346,397	)			(346,397	)
Total stockholders’ equity			2,780,174				2,753,137
Total liabilities and stockholders’ equity		$	8,504,724			$	8,674,506

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FleetCor Technologies, Inc. and Subsidiaries

Consolidated Statements of Cash Flows

(In Thousands)

 

		Three Months Ended March 31,
		2015				2014
		(Unaudited)				(Unaudited)
Operating activities
Net income		$	94,153			$	75,109
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation			7,498				4,801
Stock-based compensation			16,951				10,612
Provision for losses on accounts receivable			8,145				5,554
Amortization of deferred financing costs			1,744				531
Amortization of intangible assets			39,771				18,272
Amortization of premium on receivables			813				814
Deferred income taxes			(18,738	)			603
Equity method investment loss			2,700				—
Other operating gain			(425	)			—
Changes in operating assets and liabilities (net of acquisitions):
Restricted cash			5,580				1,404
Accounts receivable			(114,385	)			(153,184	)
Prepaid expenses and other current assets			1,695				(7,111	)
Other assets			(1,835	)			545
Excess tax benefits related to stock-based compensation			(6,418	)			(16,126	)
Accounts payable, accrued expenses and customer deposits			30,154				109,670
Net cash provided by operating activities			67,403				51,494
Investing activities
Acquisitions, net of cash acquired			(851	)			(19,292	)
Purchases of property and equipment			(8,105	)			(5,584	)
Net cash used in investing activities			(8,956	)			(24,876	)
Financing activities
Excess tax benefits related to stock-based compensation			6,418				16,126
Proceeds from issuance of common stock			2,571				4,512
Borrowings on securitization facility, net			4,000				44,500
Deferred financing costs paid			—				(521	)
Principal payments on notes payable			(25,875	)			(6,875	)
Payments on revolver- A Facility			(120,736	)			(134,803	)
Payments on foreign revolver- B Facility			—				(3,601	)
Payments on swing line of credit, net			30,865				15
Payment of contingent consideration			(39,808	)			—
Fair value adjustment for contingent consideration arrangements			(76	)			(246	)
Net cash used in financing activities			(142,641	)			(80,893	)
Effect of foreign currency exchange rates on cash			(13,482	)			(456	)
Net decrease in cash and cash equivalents			(97,676	)			(54,731	)
Cash and cash equivalents, beginning of period			477,069				338,105
Cash and cash equivalents, end of period		$	379,393			$	283,374
Supplemental cash flow information
Cash paid for interest		$	21,290			$	6,264
Cash paid for income taxes		$	15,992			$	20,865

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Exhibit 1

RECONCILIATION OF NON-GAAP MEASURES AND PRO FORMA INFORMATION

(In thousands, except shares and per share amounts)

(Unaudited)

The following table reconciles revenues, net to adjusted revenues:

 

		Three Months Ended March 31,
		2015				2014
Revenues, net			416,166				253,908
Merchant commissions			27,326				17,623
Total adjusted revenues		$	388,840			$	236,285

The following table reconciles net income to adjusted net income and adjusted net income per diluted share:

 

		Three Months Ended March 31,
		2015				2014
Net income		$	94,153			$	75,109
Stock based compensation			16,951				10,612
Amortization of intangible assets			39,771				18,272
Amortization of premium on receivables			813				814
Amortization of deferred financing costs			1,744				531
Amortization of intangibles at equity method investment			2,705				—
Total pre-tax adjustments			61,984				30,229
Income tax impact of pre-tax adjustments at the effective tax rate			(20,193	)			(9,232	)
Adjusted net income		$	135,943			$	96,106
Adjusted net income per diluted share		$	1.45			$	1.12
Diluted shares			93,934				85,695

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Exhibit 2

Transaction Volume, Revenues and Adjusted Revenue, Per Transaction and by Segment

(In thousands except revenues, net per transaction and adjusted revenues per transaction)

(Unaudited)

 

		Three Months Ended March 31,
		2015				2014				Change				% Change
NORTH AMERICA
- Transactions2			384,544				40,425				344,119				851.3	%
- Revenues, net per transaction		$	0.78			$	3.13			$	(2.35	)			-75.1	%
- Revenues, net		$	298,813			$	126,375			$	172,438				136.4	%
INTERNATIONAL
- Transactions			46,778				47,192				(414	)			-0.9	%
- Revenues, net per transaction		$	2.51			$	2.70			$	(0.19	)			-7.2	%
- Revenues, net		$	117,353			$	127,533			$	(10,180	)			-8.0	%
FLEETCOR CONSOLIDATED REVENUES
- Transactions2			431,322				87,617				343,705				392.3	%
- Revenues, net per transaction		$	0.96			$	2.90			$	(1.93	)			-66.7	%
- Revenues, net		$	416,166			$	253,908			$	162,258				63.9	%
FLEETCOR CONSOLIDATED ADJUSTED REVENUES1
- Transactions2			431,322				87,617				343,705				392.3	%
- Adjusted Revenues per transaction		$	0.90			$	2.70			$	(1.80	)			-66.6	%
- Adjusted Revenues		$	388,840			$	236,285			$	152,555				64.6	%

 

1	Adjusted revenues is a non-GAAP financial measure defined as revenues, net less merchant commissions. The Company believes this measure is a more effective way to evaluate the Company’s revenue performance. Refer to Exhibit 1 for a reconciliation of revenues, net to adjusted revenues.

2	Includes approximately 301 million transactions related to our SVS business acquired with Comdata in 2014.

Sources of Revenue³

 

		Three Months Ended March 31,
		2015				2014				Change				% Change
Revenue from customers and partners			62.5	%			56.1	%			6.4	%			11.4	%
Revenue from merchants and networks			37.5	%			43.9	%			-6.4	%			-14.6	%
Revenue tied to fuel-price spreads			14.0	%			13.8	%			0.2	%			1.4	%
Revenue influenced by absolute price of fuel			12.7	%			18.0	%			-5.3	%			-29.4	%
Revenue from program fees, late fees, interest and other			73.3	%			68.2	%			5.1	%			7.5	%

 

3	Expressed as a percentage of consolidated revenue.

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Exhibit 3

Segment Results

(In thousands)

(Unaudited)

 

		Three Months Ended March 31,
		2015				2014
Revenues, net:
North America		$	298,813			$	126,375
International			117,353				127,533
		$	416,166			$	253,908
Operating income:
North America		$	109,766			$	56,197
International			54,008				57,939
		$	163,774			$	114,136
Depreciation and amortization:
North America		$	31,922			$	6,636
International			16,160				17,782
		$	48,082			$	24,418
Capital expenditures:
North America		$	4,224			$	1,996
International			3,881				3,588
		$	8,105			$	5,584

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