Form 8-K FLEETCOR TECHNOLOGIES For: Feb 04

 

 

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): February 4, 2016

 

 

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 February 4, 2016, FleetCor Technologies, Inc. issued a press release announcing its financial results for the three months and year ended December 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 8.01

Other Events.

On February 4, 2016, FleetCor issued a press release announcing that its Board of Directors has authorized the repurchase of up to $500 million of shares of the FleetCor’s common stock over an 18 month period through August 1, 2017. A copy of the press release is attached hereto as Exhibit 99.2 and incorporated herein by reference.

 

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

99.1 FleetCor Technologies, Inc. press release dated February 4, 2016.

99.2 FleetCor Technologies, Inc. press release dated February 4, 2016.

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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.
February 4, 2016		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 February 4, 2016.
99.2		FleetCor Technologies, Inc. press release dated February 4, 2016.

Exhibit 99.1

FleetCor Reports Fourth Quarter and Fiscal-Year 2015 Financial Results

Fourth Quarter and Fiscal-Year 2015 Adjusted Net Income Per Share Grows 22% Year-Over-Year

NORCROSS, Ga., February 4, 2016 — FleetCor Technologies, Inc. (NYSE: FLT), a leading global provider of fuel cards and workforce payment products to businesses, today reported financial results for its fourth quarter ended December 31, 2015.

“We posted another 20% plus adjusted net income growth quarter, despite a pretty challenging macro environment,” said Ron Clarke, chairman and chief executive officer, FleetCor Technologies, Inc. “For full year 2015, total revenue grew 42%, organic revenue grew approximately 10%, and adjusted net income per share grew 22%.”

Financial Results for Fourth Quarter 2015:

GAAP Results

 

•

Total revenues increased 14% to $430.6 million in the fourth quarter of 2015 compared to $376.7 million in the fourth quarter of 2014.

 

•

GAAP net income 1 decreased 52% to $52.8 million or $0.56 per diluted share in the fourth quarter of 2015 compared to GAAP net income of $109.5 million or $1.21 per diluted share in the fourth quarter of 2014. Included in GAAP net income for the quarter was a $40.0 million non-cash impairment charge related to our minority investment in Masternaut and a $34.4 million increase in non-cash stock based compensation expense compared to 2014.

Non-GAAP Results

 

•

Adjusted revenues1 (revenues, net less merchant commissions) increased 17% to $403.1 million in the fourth quarter of 2015 compared to $343.4 million in the fourth quarter of 2014.

 

•

Adjusted net income1 increased 27% to $160.2 million in the fourth quarter of 2015 compared to $125.8 million in the fourth quarter of 2014.

 

•

Adjusted net income per diluted share1 increased 22% to $1.70 in the fourth quarter of 2015 compared to $1.39 in the fourth quarter of 2014.

Financial Results for Fiscal-Year 2015:

GAAP Results

 

•

Total revenues increased 42% to $1,702.9 million in 2015 compared to $1,199.4 million in 2014.

 

•

GAAP net income1 decreased 2% to $362.4 million or $3.85 per diluted share in 2015 compared to GAAP net income of $368.7 million or $4.24 per diluted share in 2014. Included in GAAP net income in 2015 was a $40.0 million non-cash impairment charge related to a minority investment in Masternaut and a $52.5 million increase in non-cash stock based compensation expense compared to 2014.

Non-GAAP Results

 

•

Adjusted revenues1 (revenues, net less merchant commissions) increased 45% to $1,594.6 million in 2015 compared to $1,103.1 million in 2014.

 

•

Adjusted net income per diluted share1 increased 22% to $6.30 in 2015 compared to $5.15 in 2014.

 

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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Fiscal Year 2016 Outlook:

“For 2016, we again have a number of macro-economic headwinds impacting our business, primarily foreign exchange rates and fuel prices,” said Eric Dey, chief financial officer FleetCor Technologies, Inc. “In aggregate, we are estimating that the macro-economic environment creates an approximate $100 million revenue headwind and an approximate $0.70 adjusted net income per diluted share headwind versus 2015. Despite these headwinds, we like our fundamentals, and are guiding to year-over-year organic revenue growth of approximately 10% at constant fuel prices, currency, and market spreads. Our adjusted net income per share guidance at the midpoint of the range of $6.50 would have been approximately $7.20 for 2016 at constant fuel price, currency, and markets spread margins.”

For fiscal-year 2016, FleetCor Technologies, Inc. financial guidance and assumptions are as follows:

 

•

Total revenues between $1,730 million and $1,780 million;

 

•

Adjusted net income1 between $605 million and $625 million; and

 

•

Adjusted net income per diluted share1 between $6.40 and $6.60.

FleetCor’s fiscal-year guidance assumptions for 2016 are as follows:

 

•

Weighted fuel prices equal to $1.91 per gallon average for 2016 in the U.S. compared to $2.56 per gallon average in the U.S. in 2015, down approximately 25%.

 

•

Market spreads returning to normalized levels for 2016, down approximately $15 million versus 2015.

 

•

Foreign exchange rates equal to the seven day average ended January 15, 2016.

 

•

SVS business is retained for 2016.

 

•

Continued weakness in the Company’s Brazilian and Russian businesses

 

•

Fully diluted shares outstanding of 94.7 million shares.

 

•

Full year tax rate of approximately 32.2%.

 

•

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

Conference Call

The company will host a conference call to discuss fourth quarter and fiscal-year 2015 financial results today at 5:00 pm 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 13629029. The replay will be available until February 11, 2016. 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 macro- economic conditions and estimated impact of these conditions on our operations and financial results, 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 fuel price and spread volatility; 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; changes in credit risk of customers and associated losses; the actions of regulators relating to payment cards or resulting from investigations;

 

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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, 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.

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, (f) non-cash impairment charges, and (g) 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 and impairment charges from adjusted net income, as these expenses are non-cash and are one-time in nature and do not reflect the ongoing operations of the business. Reconciliations of GAAP results to non-GAAP results are provided in the attached exhibit 1.

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.

 

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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 high volume customer base that can increase their sales and customer loyalty. FleetCor serves commercial accounts in North America, Latin America, Europe, and Australia/New Zealand. For more information, please visit www.FLEETCOR.com.

Contact:

Investor Relations

[email protected]

(770) 729-2017

 

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FleetCor Technologies, Inc. and subsidiaries

Unaudited Consolidated Statements of Income

(In thousands, except per share amounts)

 

		Three Months Ended December 31,								Year Ended December 31,
		2015				2014				2015				2014
		(Unaudited)				(Unaudited)				(Unaudited)
Revenues, net		$	430,601			$	376,697			$	1,702,865			$	1,199,390
Expenses:
Merchant commissions			27,480				33,290				108,257				96,254
Processing			84,194				56,185				331,073				173,337
Selling			28,064				22,642				109,075				75,527
General and administrative			100,938				83,659				297,715				205,963
Depreciation and amortization			48,018				37,800				193,453				112,361
Other operating, net			(4,242	)			(29,501	)			(4,242	)			(29,501	)
Operating income			146,149				172,622				667,534				565,449
Equity method investment loss			43,742				4,897				57,668				8,586
Other expense (income), net			178				(1,570	)			2,523				(700	)
Interest expense, net			16,521				13,228				71,339				28,856
Loss on early extinguishment of debt			—				15,764				—				15,764
Total other expense			60,441				32,319				131,530				52,506
Income before income taxes			85,708				140,303				536,004				512,943
Provision for income taxes			32,878				30,763				173,573				144,236
Net income		$	52,830			$	109,540			$	362,431			$	368,707
Basic earnings per share		$	0.57			$	1.25			$	3.94			$	4.37
Diluted earnings per share		$	0.56			$	1.21			$	3.85			$	4.24
Weighted average shares outstanding:
Basic shares			92,321				87,877				92,023				84,317
Diluted shares			94,350				90,240				94,139				86,982

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FleetCor Technologies, Inc. and subsidiaries

Consolidated Balance Sheets

(In thousands, except share and par value amounts)

 

		December 31, 2015				December 31, 2014
		(Unaudited)
Assets
Current assets:
Cash and cash equivalents		$	447,152			$	477,069
Restricted cash			167,492				135,144
Accounts receivable (less allowance for doubtful accounts of $21,903 and $23,842, respectively)			637,539				673,797
Securitized accounts receivable—restricted for securitization investors			614,000				675,000
Prepaid expenses and other current assets			58,066				74,889
Deferred income taxes			8,913				101,451
Total current assets			1,933,162				2,137,350
Property and equipment			163,569				135,062
Less accumulated depreciation and amortization			(82,809	)			(61,499	)
Net property and equipment			80,760				73,563
Goodwill			3,721,518				3,811,862
Other intangibles, net			2,268,320				2,437,367
Equity method investment			76,568				141,933
Other assets			70,334				72,431
Total assets		$	8,150,662			$	8,674,506
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable		$	669,528			$	716,676
Accrued expenses			156,277				178,375
Customer deposits			507,233				492,257
Securitization facility			614,000				675,000
Current portion of notes payable and other obligations			261,647				749,764
Other current liabilities			44,936				84,546
Total current liabilities			2,253,621				2,896,618
Notes payable and other obligations, less current portion			2,061,415				2,168,953
Deferred income taxes			733,593				815,169
Other noncurrent liabilities			31,942				40,629
Total noncurrent liabilities			2,826,950				3,024,751
Commitments and contingencies
Stockholders’ equity:
Common stock, $0.001 par value; 475,000,000 shares authorized, 120,539,041 shares issued and 92,376,334 shares outstanding at December 31, 2015; and 475,000,000 shares authorized, 119,771,155 shares issued and 91,662,043 shares outstanding at December 31, 2014			121				120
Additional paid-in capital			1,988,917				1,852,442
Retained earnings			1,766,336				1,403,905
Accumulated other comprehensive loss			(330,767	)			(156,933	)
Less treasury stock, 28,162,706 and 28,109,112 shares at December 31, 2015 and 2014, respectively			(354,516	)			(346,397	)
Total stockholders’ equity			3,070,091				2,753,137
Total liabilities and stockholders’ equity		$	8,150,662			$	8,674,506

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FleetCor Technologies, Inc. and Subsidiaries

Unaudited Consolidated Statements of Cash Flows

(In Thousands)

 

		Year Ended December 31,
		2015				2014
		(Unaudited)
Operating activities
Net income		$	362,431			$	368,707
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation			30,462				21,097
Stock-based compensation			90,122				37,649
Provision for losses on accounts receivable			24,629				24,412
Amortization of deferred financing costs and discounts			7,049				2,796
Loss on extinguishment of debt			—				15,764
Amortization of intangible assets			159,740				86,149
Amortization of premium on receivables			3,250				3,259
Deferred income taxes			(30,626	)			(41,716	)
Equity method investment loss			57,668				8,586
Other non-cash operating expenses			(4,242	)			(27,501	)
Changes in operating assets and liabilities (net of acquisitions):
Restricted cash			(32,348	)			6,625
Accounts receivable			72,406				246,465
Prepaid expenses and other current assets			(6,391	)			2,820
Other assets			(1,602	)			12,455
Excess tax benefits related to stock-based compensation			(26,427	)			(56,790	)
Accounts payable, accrued expenses and customer deposits			47,099				(102,443	)
Net cash provided by operating activities			753,220				608,334
Investing activities
Acquisitions, net of cash acquired			(57,539	)			(2,567,017	)
Purchases of property and equipment			(41,875	)			(27,070	)
Net cash used in investing activities			(99,414	)			(2,594,087	)
Financing activities
Excess tax benefits related to stock-based compensation			26,427				56,790
Proceeds from issuance of common stock			19,926				29,641
Borrowings on securitization facility, net			(61,000	)			326,000
Deferred financing costs paid			—				(43,943	)
Proceeds from notes payable			—				2,320,000
Principal payments on notes payable			(103,500	)			(546,875	)
Borrowings from revolver- A Facility			—				807,330
Payments on revolver- A Facility			(486,818	)			(783,600	)
Payments on foreign revolver- B Facility			—				(7,337	)
Net (payments) borrowings on swing line of credit			(546	)			4,990
Payment of contingent consideration			(42,177	)			—
Other			(377	)			(731	)
Net cash (used in) provided by financing activities			(648,065	)			2,162,265
Effect of foreign currency exchange rates on cash			(35,658	)			(37,548	)
Net (decrease) increase in cash and cash equivalents			(29,917	)			138,964
Cash and cash equivalents, beginning of period			477,069				338,105
Cash and cash equivalents, end of period		$	447,152			$	477,069
Supplemental cash flow information
Cash paid for interest		$	72,537			$	29,098
Cash paid for income taxes		$	83,380			$	79,124

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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 December 31,								Year Ended December 31,
		2015				2014				2015				2014
Revenues, net		$	430,601			$	376,697			$	1,702,865			$	1,199,390
Merchant commissions			27,480				33,290				108,257				96,254
Total adjusted revenues		$	403,121			$	343,407			$	1,594,608			$	1,103,136

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

 

		Three Months Ended December 31,								Year Ended December 31,
		2015				2014				2015				2014
Net income		$	52,830			$	109,540			$	362,431			$	368,707
Stock based compensation			45,735				11,357				90,122				37,649
Amortization of intangible assets			39,685				30,412				159,740				86,149
Amortization of premium on receivables			811				814				3,250				3,259
Amortization of deferred financing costs and discounts			1,754				1,197				7,049				2,796
Amortization of intangibles at equity method investment			2,261				2,824				10,665				7,982
Loss on extinguishment of debt			—				15,764				—				15,764
Other non-cash adjustments			—				(28,869	)			—				(28,869	)
Impairment of equity method investment			40,000				—				40,000				—
Total pre-tax adjustments			130,246				33,499				310,826				124,730
Income tax impact of pre-tax adjustments at the effective tax rate			(22,874	)1			(17,217	)			(80,632	)			(45,767	)
Adjusted net income		$	160,201			$	125,822			$	592,625			$	447,670
Adjusted net income per diluted share		$	1.70			$	1.39			$	6.30			$	5.15
Diluted shares			94,350				90,240				94,139				86,982

¹ Effective tax rate utilized excludes the impact of a one time tax benefit recognized during the three months and year ended December 31, 2015 of approximately $0.8 million, as well as adjustments related to our equity method investment. Furthermore, the effective tax rate used to calculate the income tax impact of pre-tax adjustments during the three months and year ended December 31, 2014 excludes the impact of a $9.5 million discrete tax benefit, as well as other non-cash adjustments and their related income tax expense.

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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 December 31,																Year Ended December 31,
		2015				2014				Change				% Change				2015				2014				Change				% Change
NORTH AMERICA
- Transactions2			522,275				331,242				191,033				57.7	%			1,667,534				459,955				1,207,579				262.5	%
- Revenues, net per transaction		$	0.60			$	0.74			$	(0.14	)			-19.4	%		$	0.74			$	1.45			$	(0.71	)			-49.2	%
- Revenues, net		$	313,624			$	246,749			$	66,875				27.1	%		$	1,231,957			$	668,328			$	563,629				84.3	%
INTERNATIONAL
- Transactions			45,816				48,623				(2,807	)			-5.8	%			183,856				192,489				(8,633	)			-4.5	%
- Revenues, net per transaction		$	2.55			$	2.67			$	(0.12	)			-4.5	%		$	2.56			$	2.76			$	(0.20	)			-7.2	%
- Revenues, net		$	116,977			$	129,948			$	(12,971	)			-10.0	%		$	470,908			$	531,062			$	(60,154	)			-11.3	%
FLEETCOR CONSOLIDATED REVENUES
- Transactions2			568,091				379,865				188,226				49.6	%			1,851,390				652,444				1,198,946				183.8	%
- Revenues, net per transaction		$	0.76			$	0.99			$	(0.23	)			-23.6	%		$	0.92			$	1.84			$	(0.92	)			-50.0	%
- Revenues, net		$	430,601			$	376,697			$	53,904				14.3	%		$	1,702,865			$	1,199,390			$	503,475				42.0	%
FLEETCOR CONSOLIDATED ADJUSTED REVENUES1
- Transactions2			568,091				379,865				188,226				49.6	%			1,851,390				652,444				1,198,946				183.8	%
- Adjusted revenues per transaction		$	0.71			$	0.90			$	(0.19	)			-21.5	%		$	0.86			$	1.69			$	(0.83	)			-49.1	%
- Adjusted revenues		$	403,121			$	343,407			$	59,714				17.4	%		$	1,594,608			$	1,103,136			$	491,472				44.6	%

¹Adjusted 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.

²Includes approximately 429 million and 270 million transactions for the three months ended December 31, 2015 and 2014, respectively, and 1.3 billion and 270 million transactions for the years ended December 31, 2015 and 2014, respectively, related to our SVS business acquired with Comdata in the fourth quarter of 2014.

 

Sources of Revenue3		Three Months Ended December 31,																Year Ended December 31,
		2015				2014				Change				% Change				2015				2014				Change				% Change
Revenue from customers and partners			66.0	%			54.8	%			11.2	%			20.4	%			64.8	%			54.9	%			9.9	%			18.0	%
Revenue from merchants and networks			34.0	%			45.2	%			-11.2	%			-24.8	%			35.2	%			45.1	%			-9.9	%			-22.0	%
Revenue directly tied to fuel-price spreads			12.3	%			19.7	%			-7.4	%			-37.6	%			12.4	%			16.5	%			-4.1	%			-24.8	%
Revenue directly influenced by absolute price of fuel			14.6	%			14.6	%			0.0	%			0.0	%			15.1	%			17.0	%			-1.9	%			-11.2	%
Revenue from program fees, late fees, interest and other			73.1	%			65.7	%			7.4	%			11.3	%			72.5	%			66.5	%			6.0	%			9.0	%

³Expressed as a percentage of consolidated revenue.

 

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Exhibit 3

Segment Results

(In thousands)

(Unaudited)

 

		Three Months Ended December 31,								Year Ended December 31,
		2015				2014				2015				2014
Revenues, net:
North America		$	313,624			$	246,749			$	1,231,957			$	668,328
International			116,977				129,948				470,908				531,062
		$	430,601			$	376,697			$	1,702,865			$	1,199,390
Operating income:
North America		$	90,274			$	83,992			$	442,052			$	287,303
International			55,875				88,630				225,482				278,146
		$	146,149			$	172,622			$	667,534			$	565,449
Depreciation and amortization:
North America		$	31,663			$	19,628			$	127,863			$	39,275
International			16,355				18,172				65,590				73,086
		$	48,018			$	37,800			$	193,453			$	112,361
Capital expenditures:
North America		$	5,373			$	4,010			$	19,883			$	9,407
International			6,976				4,781				21,992				17,663
		$	12,349			$	8,791			$	41,875			$	27,070

Exhibit 99.2

FleetCor Announces Share Repurchase Program

NORCROSS, Ga., February 4, 2016 — FleetCor Technologies, Inc. (NYSE: FLT), a leading global provider of fuel cards and workforce payment products to businesses, announced today that its board of directors has authorized the repurchase of up to $500 million of FleetCor’s common stock for an 18 month period ending August 1, 2017.

The shares may be purchased from time to time in the open market, in privately negotiated transactions or in other manners as permitted by federal securities laws and other legal requirements. The timing, manner, price and amount of any repurchases will be determined by Fleetcor in its discretion and will be subject to economic and market conditions, stock price, applicable legal requirements and other factors.

There is no guarantee as to the number of shares that will be repurchased, and the stock repurchase program may be extended, suspended, or discontinued at any time without notice at FleetCor’s discretion.

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 the expected size and timeframe of our stock repurchase program. 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.

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 high volume customer base that can increase their sales and customer loyalty. FleetCor serves commercial accounts in North America, Latin America, Europe, and Australia/New Zealand. For more information, please visit www.FLEETCOR.com.

Contact:

Investor Relations

[email protected]

(770) 729-2017

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