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Form 8-K FLEETCOR TECHNOLOGIES For: Feb 08

February 8, 2018 4:40 PM


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 8, 2018
 
________________________________________________________ 
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,
Peachtree Corners, 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))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company  ☐





If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐





Item 2.02 Results of Operations and Financial Condition.
On February 8, 2018, FleetCor Technologies, Inc. (the "Company") issued a press release announcing its financial results for the three months and year ended December 31, 2017. 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 7.01 Regulation FD Disclosure.
The Company has made available on its website in the investor relations section an earnings release supplement.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. 99.1 FleetCor Technologies, Inc. press release dated February 8, 2018.






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 8, 2018
 
 
 
By:   /s/ Eric R. Dey
 
 
 
 
 
 
Eric R. Dey
 
 
 
 
 
 
Chief Financial Officer







Exhibit Index
 
 
 
 
Exhibit No.
  
Description
 
 
  
FleetCor Technologies, Inc. press release dated February 8, 2018.




Exhibit 99.1
FLEETCOR Reports Fourth Quarter and Fiscal-Year 2017 Financial Results

PEACHTREE CORNERS, Ga., February 8, 2018 — FLEETCOR Technologies, Inc. (NYSE: FLT), a leading global provider of commercial payment solutions, today reported financial results for its fourth quarter and year ended December 31, 2017.

“Our Q4 revenues and profits finished above our expectations, and our sales, retention, and same store customer trends were very strong. For fiscal year 2017, revenues and adjusted net income per diluted share grew 23%; while we re-positioned the company for faster growth, with the Cambridge acquisition and the Nextraq divestiture,” said Ron Clarke, chairman and chief executive officer, FLEETCOR Technologies, Inc.  “For 2018, we expect each of our four primary product categories - fuel, toll, lodging, corporate payments - to continue to drive our Company’s growth as we focus relentlessly on execution in order to win new clients, open up new geographies, and provide improved value over a broader range of spend categories.”   

Financial Results for Fourth Quarter of 2017:

GAAP Results
Total revenues increased 18.5% to $610.0 million in the fourth quarter of 2017 compared to $515.0 million in the fourth quarter of 2016.
Net income increased 196.3% to $282.7 million in the fourth quarter of 2017 compared to $95.4 million in the fourth quarter of 2016. Included in the fourth quarter is the favorable estimated impact of adoption of the Tax Reform Act of $127.5 million. Also, included in the fourth quarter of 2016 were non-cash impairment charges related to the Company’s minority investment in Masternaut of approximately $36 million.
Net income per diluted share increased 204.6% to $3.05 in the fourth quarter of 2017 compared to $1.00 per diluted share in the fourth quarter of 2016.

Non-GAAP Results1 
Adjusted revenues1 (revenues, net less merchant commissions) increased 18.4% to $579.5 million in the fourth quarter of 2017 compared to $489.4 million in the fourth quarter of 2016.
Adjusted net income1 increased 24.1% to $224.1 million in the fourth quarter of 2017 compared to $180.5 million in the fourth quarter of 2016.
Adjusted net income per diluted share1 increased 27.6% to $2.42 in the fourth quarter of 2017 compared to $1.90 per diluted share in the fourth quarter of 2016.

Financial Results for Fiscal-Year 2017:

GAAP Results
Total revenues increased 22.8% to $2,249.5 million in 2017 compared to $1,831.5 million in 2016.
GAAP net income increased 63.6% to $740.2 million in 2017 compared to $452.4 million in 2016. Included in 2017 is the favorable estimated impact of adoption of the Tax Reform Act of $127.5 million and a gain on the sale of Nextraq of $109.2 million.
GAAP net income per diluted share increased 66.5% to $7.91 in 2017 compared to $4.75 per diluted share in 2016.

Non-GAAP Results1 
Adjusted revenues1 (revenues, net less merchant commissions) increased 23.7% to $2,136.4 million in 2017 compared to $1,727.2 million in 2016.
Adjusted net income1 increased 21.2% to $798.9 million in 2017 compared to $659.2 million in 2016.
Adjusted net income per diluted share1 increased 23.3% to $8.54 in 2017 compared to $6.92 in 2016.














Fiscal-Year 2018 Outlook:

“2018 is setting up well with a number of tailwinds that we expect will help drive profits in the year. First, the macro is expected to continue to be favorable to revenue by approximately $40 million, organic growth is expected to be in the 8% to 10% range on a normalized basis, and the new tax act will drive our overall tax rate down by an estimated 5%. As a result, we are guiding adjusted net income per diluted share to $10.20 at the midpoint which represents approximately a 20% growth from prior year,” said Eric Dey, chief financial officer FLEETCOR Technologies, Inc.

For 2018, FLEETCOR Technologies, Inc. financial guidance is as follows:

Total revenues between $2,490 million and $2,550 million;
Adjusted Revenues to be between $2,370 million and $2,430 million;
GAAP net income between $690 million and $720 million;
GAAP net income per diluted share between $7.40 and $7.70;
Adjusted net income1 between $935 million and $965 million; and
Adjusted net income per diluted share1 between $10.05 and $10.35.

FLEETCOR’s guidance assumptions for 2018 are as follows:

Weighted fuel prices equal to $2.57 per gallon average in the U.S. for those businesses sensitive to the movement in the retail price of fuel.
Market spreads equal to the 2017 average.
Foreign exchange rates equal to the seven-day average as of January 22, 2018.
Interest expense of $125 million, which assumes two additional twenty-five basis point increases in 2018.
Fully diluted shares outstanding of approximately 93.3 million shares.
A tax rate of 22 to 24%.
No impact for ASC 606, as we are still completing our analysis.
No impact related to acquisitions or material new partnership agreements not already disclosed.

Fiscal First Quarter of 2018 Outlook:

For those of you that are looking for guidance for the first quarter, the business has some seasonality and typically the first quarter is the lowest in terms of both revenue and profit. First quarter seasonality is impacted by weather, holidays in the U.S., and lower business levels in Brazil, due to summer break and the Carnival celebration that occurs in the first quarter.

With that said, the Company is expecting first quarter adjusted net income per diluted share to be between $2.30 and $2.401. Additionally, volumes should build throughout the year, and new asset initiatives are also expected to gain momentum throughout the year resulting in higher revenue and earnings per share in the second through fourth quarters.


______________________________
1Reconciliations of GAAP results to non-GAAP results are provided in Exhibit 1 attached. Additional supplemental data is provided in Exhibit 2-3 and 5, and segment information is provided in Exhibit 4. A reconciliation of GAAP guidance to non-GAAP guidance is provided in Exhibit 6.




Conference Call
The Company will host a conference call to discuss fourth quarter and full year 2017 financial results today at 5:00pm ET. Hosting the call will be Ron Clarke, chief executive officer, Eric Dey, chief financial officer and Jim Eglseder, investor relations. 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 (844) 512-2921 or (412) 317-6671 for international callers; the conference ID is 13675734. The replay will be available until February 15, 2018. The call will be webcast live from the Company's investor relations website at investor.fleetcor.com. Prior to the conference call, the Company will post supplemental financial information that will be discussed during the call and live webcast.

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, expected organic growth rates, impact of the new tax act, and estimated impact of these conditions on our operations and financial results, expected timing of acquisitions and dispositions, 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; 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 customer arrangements or acquisitions and the failure to successfully integrate or otherwise achieve anticipated benefits from such customer arrangements or acquired businesses; failure to successfully expand business internationally, risks related to litigation, 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, 2016, filed with the Securities and Exchange Commission on March 1, 2017, and quarterly reports on form 10-Q for the quarters ended June 30 and September 30, 2017 filed with the Securities and Exchange Commission on August 8, 2017 and November 9, 2017, respectively. 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 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, discounts and intangible assets, amortization of the premium recognized on the purchase of receivables, and our proportionate share of amortization of intangible assets at our equity method investment, (c) a non-recurring net gain at our equity method investment, (d) impairment of our equity method investment, (e) net gain on disposition of business, (f) loss on early extinguishment of debt and, (g) other non-recurring items, including the impact of the Tax Reform Act. The Company uses adjusted revenue 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 calculate 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 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 believe one-time non-recurring gains, losses, and impairment charges do not necessarily reflect how our investments and business are performing. Reconciliations of GAAP results to non-GAAP results are provided in the attached exhibit 1. A reconciliation of GAAP to non-GAAP product revenue organic growth calculation is provided in the attached exhibit 5. A reconciliation of GAAP to non-GAAP guidance is provided in the attached exhibit 6.

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, adjusted net income, and adjusted net income per diluted share 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 Technologies (NYSE: FLT) is a leading global provider of commercial payment solutions. The Company helps businesses of all sizes better control, simplify and secure payment of their fuel, toll, lodging and other general payables. With its proprietary payment acceptance networks, FLEETCOR provides affiliated merchants with incremental sales and loyalty. FLEETCOR serves businesses, partners and merchants in North America, Latin America, Europe, and Australasia. For more information, please visit www.FLEETCOR.com.

Contact
Investor Relations
Jim Eglseder, 770-417-4697
[email protected]







FleetCor Technologies, Inc. and Subsidiaries
Consolidated Statements of Income
(In thousands, except per share amounts)
 
 
 
Three Months Ended December 31,
 
Year Ended December 31,
 
 
2017

2016
 
2017
 
2016
 
 
(Unaudited)
 
 
 
(Unaudited)
 
 
 
 
 
 
 
 
 
 
 
Revenues, net
 
$
609,991

 
$
514,953

 
$
2,249,538

 
$
1,831,546

Expenses:
 
 
 

 
 
 
 
Merchant commissions
 
30,443

 
25,590

 
113,133

 
104,345

Processing
 
113,184

 
98,676

 
429,613

 
355,414

Selling
 
47,863

 
38,763

 
170,717

 
131,443

General and administrative
 
112,648

 
74,541

 
387,694

 
283,625

Depreciation and amortization
 
65,829

 
61,408

 
264,560

 
203,256

Other operating, net
 
12

 

 
61

 
(690
)
Operating income
 
240,012

 
215,975

 
883,760

 
754,153

Investment loss
 
667

 
38,603

 
53,164

 
36,356

Other (income) expense, net
 
190

 
1,926

 
(173,436
)
 
2,982

Interest expense, net
 
30,825

 
21,991

 
107,146

 
71,896

Loss on extinguishment of debt
 

 

 
3,296

 

Total other expense (income)
 
31,682

 
62,520

 
(9,830
)
 
111,234

Income before income taxes
 
208,330

 
153,455

 
893,590

 
642,919

(Benefit) provision for income taxes
 
(74,366
)
 
58,031

 
153,390

 
190,534

Net income
 
$
282,696

 
$
95,424

 
$
740,200

 
$
452,385

Basic earnings per share
 
$
3.15

 
$
1.03

 
$
8.12

 
$
4.89

Diluted earnings per share
 
$
3.05

 
$
1.00

 
$
7.91

 
$
4.75

Weighted average shares outstanding:
 
 
 

 

 

Basic shares
 
89,676

 
92,574

 
91,129

 
92,597

Diluted shares
 
92,623

 
95,235

 
93,594

 
95,213


 




FleetCor Technologies, Inc. and Subsidiaries
Consolidated Balance Sheets
(In thousands, except share and par value amounts)
 
 
 
December 31, 2017
 
December 31, 2016
 
 
(Unaudited)
 
 
Assets
 
 
 
 
Current assets:
 
 
 
 
Cash and cash equivalents
 
$
941,116

 
$
475,018

Restricted cash
 
189,753

 
168,752

Accounts and other receivables (less allowance for doubtful accounts of $46,031 at December 31, 2017 and $32,506 at December 31, 2016, respectively)
 
1,443,578

 
1,202,009

Securitized accounts receivable — restricted for securitization investors
 
811,000

 
591,000

Prepaid expenses and other current assets
 
167,282

 
90,914

Total current assets
 
3,552,729

 
2,527,693

Property and equipment, net
 
180,057

 
142,504

Goodwill
 
4,704,934

 
4,195,150

Other intangibles, net
 
2,724,957

 
2,653,233

Investments
 
32,859

 
36,200

Other assets
 
115,196

 
71,952

Total assets
 
$
11,310,732

 
$
9,626,732

Liabilities and Stockholders’ Equity
 
 
 
 
Current liabilities:
 
 
 
 
Accounts payable
 
$
1,469,358

 
$
1,151,432

Accrued expenses
 
231,230

 
238,812

Customer deposits
 
708,347

 
530,787

Securitization facility
 
811,000

 
591,000

Current portion of notes payable and lines of credit
 
805,512

 
745,506

Other current liabilities
 
65,321

 
38,781

Total current liabilities
 
4,090,768

 
3,296,318

Notes payable and other obligations, less current portion
 
2,902,104

 
2,521,727

Deferred income taxes
 
516,019

 
668,580

Other noncurrent liabilities
 
125,319

 
56,069

Total noncurrent liabilities
 
3,543,442

 
3,246,376

Commitments and contingencies
 
 
 
 
Stockholders’ equity:
 
 
 
 
Common stock, $0.001 par value; 475,000,000 shares authorized, 122,083,059 shares issued and 89,803,982 shares outstanding at December 31, 2017; and 121,259,960 shares issued and 91,836,938 shares outstanding at December 31, 2016
 
122

 
121

Additional paid-in capital
 
2,214,224

 
2,074,094

Retained earnings
 
2,958,921

 
2,218,721

Accumulated other comprehensive loss
 
(551,857
)
 
(666,403
)
Less treasury stock, 32,279,077 shares at December 31, 2017 and 29,423,022 shares at December 31, 2016
 
(944,888
)
 
(542,495
)
Total stockholders’ equity
 
3,676,522

 
3,084,038

Total liabilities and stockholders’ equity
 
$
11,310,732

 
$
9,626,732







FleetCor Technologies, Inc. and Subsidiaries
Consolidated Statements of Cash Flows
(In thousands)
 
 
Year Ended December 31,
 
 
2017
 
2016
 
 
(Unaudited)
 
 
Operating activities
 
 
 
 
Net income
 
$
740,200

 
$
452,385

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

Depreciation
 
46,599

 
36,456

Stock-based compensation
 
93,297

 
63,946

Provision for losses on accounts receivable
 
44,857

 
35,885

Amortization of deferred financing costs and discounts
 
6,952

 
7,582

Amortization of intangible assets
 
211,849

 
161,635

Amortization of premium on receivables
 
6,112

 
5,165

Loss on extinguishment of debt
 
3,296

 

Deferred income taxes
 
(250,115
)
 
(28,681
)
Investment loss
 
53,164

 
36,356

Gain on disposition of business
 
(174,983
)
 

Other non-cash operating income
 
(61
)
 
(690
)
Changes in operating assets and liabilities (net of acquisitions and dispositions):
 
 
 

Restricted cash
 
(15,070
)
 
(2,306
)
Accounts and other receivables
 
(438,290
)
 
(338,796
)
Prepaid expenses and other current assets
 
32,255

 
5,301

Other assets
 
(20,957
)
 
(20,345
)
Accounts payable, accrued expenses and customer deposits
 
325,763

 
292,019

Net cash provided by operating activities
 
664,868

 
705,912

Investing activities
 
 
 
 
Acquisitions, net of cash acquired
 
(667,591
)
 
(1,331,985
)
Purchases of property and equipment
 
(70,093
)
 
(59,011
)
Proceeds from disposal of a business
 
316,501

 

Other
 
(38,953
)
 
1,411

Net cash used in investing activities
 
(460,136
)
 
(1,389,585
)
Financing activities
 
 
 
 
Proceeds from issuance of common stock
 
44,690

 
21,231

Repurchase of common stock
 
(402,393
)
 
(187,678
)
Borrowings (payments) on securitization facility, net
 
220,000

 
(23,000
)
Deferred financing costs paid and debt discount
 
(12,908
)
 
(2,272
)
Proceeds from issuance of notes payable
 
780,656

 
600,000

Principal payments on notes payable
 
(423,156
)
 
(118,500
)
Borrowings from revolver – A Facility
 
1,100,000

 
1,225,107

Payments on revolver – A Facility
 
(1,031,722
)
 
(786,849
)
(Payments) borrowings on swing line of credit, net
 
(23,686
)
 
26,606

Other
 
457

 
(676
)
Net cash provided by financing activities
 
251,938

 
753,969

Effect of foreign currency exchange rates on cash
 
9,428

 
(42,430
)
Net increase in cash and cash equivalents
 
466,098

 
27,866

Cash and cash equivalents, beginning of year
 
475,018

 
447,152

Cash and cash equivalents, end of year
 
$
941,116

 
$
475,018

Supplemental cash flow information
 

 

Cash paid for interest
 
$
113,416

 
$
70,339

Cash paid for income taxes
 
$
392,192

 
$
101,951





Exhibit 1
RECONCILIATION OF NON-GAAP MEASURES
(In thousands, except per share amounts)
(Unaudited)

The following table reconciles revenues, net to adjusted revenues: 
 
 
Three Months Ended December 31,
 
Year Ended December 31,
 
 
2017
 
2016
 
2017
 
2016
Revenues, net
 
$
609,991

 
$
514,953

 
$
2,249,538

 
$
1,831,546

Merchant commissions
 
30,443

 
25,590

 
113,133

 
104,345

Total adjusted revenues
 
$
579,548

 
$
489,363

 
$
2,136,405

 
$
1,727,201


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,
 
 
2017

2016
 
2017
 
20162
Net income
 
$
282,696

 
$
95,424

 
$
740,200

 
$
452,385

 
 
 
 
 
 
 
 
 
Stock based compensation
 
24,400

 
13,921

 
93,297

 
63,946

Amortization of intangible assets, premium on receivables, deferred financing costs and discounts
 
55,893

 
55,232

 
233,280

 
184,475

Impairment of equity method investment
 

 
36,065

 
44,600

 
36,065

Net gain on disposition of business
 

 

 
(109,205
)
 

Loss on extinguishment of debt
 

 

 
3,296

 

Non-recurring loss due to merger of entities
 

 

 
2,028

 

Non-recurring net gain at equity method investment
 

 

 

 
(10,845
)
Legal settlement
 
11,000

 

 
11,000

 

Restructuring costs
 
1,043

 

 
1,043

 

Total pre-tax adjustments
 
92,336

 
105,218

 
279,339

 
273,641

Income tax impact of pre-tax adjustments at the effective tax rate1
 
(23,453
)
 
(20,121
)
 
(93,164
)
 
(66,850
)
Impact of 2017 tax reform
 
(127,466
)
 

 
(127,466
)
 

Adjusted net income
 
$
224,113

 
$
180,521

 
$
798,909

 
$
659,176

Adjusted net income per diluted share
 
$
2.42

 
$
1.90

 
$
8.54

 
$
6.92

Diluted shares
 
92,623

 
95,235

 
93,594

 
95,213

 
*Columns may not calculate due to impact of rounding.
 
1 Excludes the results of our equity method investment on our effective tax rate, as results from our equity method investment are reported within the Consolidated Income Statements on a post-tax basis and no tax-over-book outside basis differences related to our equity method investment. Also excludes the net gain realized upon our disposition of Nextraq, representing a pretax gain of $175.0 million and tax on gain of $65.8 million. The tax on the gain is included in "Net gain on disposition of business".
2 Reflects the impact of the Company's adoption of Accounting Standards Update 2016-09, Compensation-Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting, to simplify several aspects of the accounting for share-based compensation, including the income tax consequences.




Exhibit 2
Transaction Volume and Revenues Per Transaction by Segment and by Product Category, on a GAAP Basis and Pro Forma and Macro Adjusted
(In millions except revenues, net per transaction)
(Unaudited)
The following table presents revenue and revenue per transaction, by segment.*
 
 
As Reported
 
 
Three Months Ended December 31,
 
Year Ended December 31,
 
 
2017

2016
 
Change
 
% Change
 
2017
 
2016
 
Change
 
% Change
NORTH AMERICA
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
'- Transactions 5
 
541.3

 
500.3

 
41.0

 
8
%
 
1,842.5

 
1,714.6

 
127.8

 
7
 %
'- Revenues, net per transaction
 
$
0.72

 
$
0.66

 
$
0.06

 
9
%
 
$
0.78

 
$
0.75

 
$
0.03

 
4
 %
'- Revenues, net
 
$
387.8

 
$
328.6

 
$
59.2

 
18
%
 
$
1,428.7

 
$
1,279.1

 
$
149.6

 
12
 %
INTERNATIONAL
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
'- Transactions
 
291.6

 
274.4

 
17.1

 
6
%
 
1,114.5

 
507.8

 
606.7

 
119
 %
'- Revenues, net per transaction
 
$
0.76

 
$
0.68

 
$
0.08

 
12
%
 
$
0.74

 
$
1.09

 
$
(0.35
)
 
(32
)%
'- Revenues, net
 
$
222.2

 
$
186.4

 
$
35.8

 
19
%
 
$
820.8

 
$
552.4

 
$
268.4

 
49
 %
FLEETCOR CONSOLIDATED REVENUES
 
 
 
 
 
 
 
 
 
 
 
 
 
 
'- Transactions 5
 
832.9

 
774.8

 
58.2

 
8
%
 
2,957.0

 
2,222.4

 
734.6

 
33
 %
'- Revenues, net per transaction
 
$
0.73

 
$
0.66

 
$
0.07

 
10
%
 
$
0.76

 
$
0.82

 
$
(0.06
)
 
(8
)%
'- Revenues, net
 
$
610.0

 
$
515.0

 
$
95.0

 
18
%
 
$
2,249.5

 
$
1,831.5

 
$
418.0

 
23
 %
The following table presents revenue and revenue per transaction, by product category.*
 
 
As Reported
 
Pro Forma and Macro Adjusted2
 
 
Three Months Ended December 31,
 
Three Months Ended December 31,
 
 
2017
 
2016
 
Change
 
% Change
 
20173
 
20164
 
Change
 
% Change
FUEL 6
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
'- Transactions5
 
119.0


112.5


6.5


6
 %

119.0


114.5


4.4


4
 %
'- Revenues, net per transaction
 
$
2.36


$
2.28


$
0.09


4
 %

$
2.26


$
2.23


$
0.02


1
 %
'- Revenues, net
 
$
281.4


$
255.9


$
25.5


10
 %

$268.4
7 
$
255.7

7 
$
12.7


5
 %
CORPORATE PAYMENTS
 























'- Transactions
 
10.8


9.9


0.9


9
 %

10.8


10.1


0.7


7
 %
'- Revenues, net per transaction
 
$
8.58


$
4.81


$
3.77


78
 %

$
8.49


$
7.84


$
0.65


8
 %
'- Revenues, net
 
$
92.6


$
47.4


$
45.2


95
 %

$
91.6


$
79.1


$
12.5


16
 %
TOLLS
 























'- Transactions
 
239.6


225.8


13.8


6
 %

239.6


225.8


13.8


6
 %
'- Revenues, net per transaction
 
$
0.38


$
0.32


$
0.06


19
 %

$
0.37


$
0.32


$
0.05


17
 %
'- Revenues, net
 
$
91.1


$
72.3


$
18.8


26
 %

$
89.7


$
72.3


$
17.4


24
 %
LODGING
 























'- Transactions
 
6.3


3.4


2.9


83
 %

6.3


3.8


2.5


67
 %
'- Revenues, net per transaction
 
$
6.44


$
7.84


$
(1.40
)

(18
)%

$
6.44


$
8.18


$
(1.74
)

(21
)%
'- Revenues, net
 
$
40.7


$
27.0


$
13.7


51
 %

$
40.7


$
31.1


$
9.7


31
 %
GIFT
 























'- Transactions
 
438.5


403.0


35.4


9
 %

438.5


403.0


35.4


9
 %
'- Revenues, net per transaction
 
$
0.11


$
0.12


$


(2
)%

$
0.11


$
0.12


$


(2
)%
'- Revenues, net
 
$
49.6


$
46.6


$
3.0


6
 %

$
49.6


$
46.6


$
3.0


6
 %
OTHER1
 























'- Transactions5
 
18.6


20.1


(1.5
)

(7
)%

18.6


19.7


(1.0
)

(5
)%
'- Revenues, net per transaction
 
$
2.93


$
3.26


$
(0.33
)

(10
)%

$
2.87


$
2.71


$
0.16


6
 %
'- Revenues, net
 
$
54.6


$
65.6


$
(11.1
)

(17
)%

$
53.5


$
53.4


$
0.1


 %
FLEETCOR CONSOLIDATED REVENUES
 























'- Transactions5
 
832.9


774.8


58.1


8
 %

832.9


777.0


55.9


7
 %
'- Revenues, net per transaction
 
$
0.73


$
0.66


$
0.07


10
 %

$
0.71


$
0.69


$
0.02


3
 %
'- Revenues, net
 
$
610.0


$
515.0


$
95.0


18
 %

$
593.6


$
538.2


$
55.4


10
 %




*Columns may not calculate due to impact of rounding.
1Other includes telematics, maintenance, food, and transportation related businesses.
2 Pro forma and macro adjusted revenue is a non-GAAP financial measure defined as revenues, net adjusted for the impact of the macroeconomic environment and acquisitions and dispositions and other one-time items. We use pro forma and macro adjusted revenue as a basis to evaluate our organic growth. See Exhibit 5 for a reconciliation of pro forma and macro adjusted revenue by product, non-GAAP measures, to the GAAP equivalent.
32017 is adjusted to remove the impact of changes in the macroeconomic environment to be consistent with the same period of prior year, using constant fuel prices, fuel price spreads and foreign exchange rates.
42016 is pro forma to include acquisitions and exclude dispositions consistent with 2017 ownership.
52016 and YTD 2017 transactions reflect immaterial corrections from previously disclosed amounts for the prior period.
6Fuel Cards product category further refined to Fuel, to reflect different ways that fuel is paid for by our customers.
7Reflects adjustments to one-time items not representative of normal business operations.




 Exhibit 3
Revenues by Geography, Product and Source
(In millions)
(Unaudited)
Revenue by Geography*
Three Months Ended December 31,
 
Year Ended December 31,
 
2017
 
%
 
2016
 
%
 
2017
 
%
 
2016
 
%
US
$
370


61
%

$
329


64
%

$
1,401


62
%

$
1,279


70
%
Brazil
108

 
18
%
 
90

 
17
%
 
395

 
18
%
 
168

 
9
%
UK
63


10
%

54


11
%

237


10
%

229


13
%
Other
70


11
%

43


8
%

218


10
%

156


8
%
Consolidated Revenues, net
$
610


100
%

$
515


100
%

$
2,250


100
%

$
1,832


100
%
     *Columns may not calculate due to impact of rounding.

Revenue by Product Category*
Three Months Ended December 31,
 
Year ended Ended December 31,8
 
2017
 
%
 
2016
 
%
 
2017
 
%
 
2016
 
%
Fuel
$
281


46
%

$
256


50
%

$
1,096


49
%

$
997


54
%
Corporate Payments
93


15
%

47


9
%

262


12
%

180


10
%
Tolls
91


15
%

72


14
%

327


15
%

103


6
%
Lodging
41


7
%

27


5
%

127


6
%

101


5
%
Gift
50


8
%

47


9
%

194


9
%

185


10
%
Other
55


9
%

66


13
%

244


11
%

266


15
%
Consolidated Revenues, net
$
610


100
%

$
515


100
%

$
2,250


100
%

$
1,832


100
%
*Columns may not calculate due to impact of rounding.

Major Sources of Revenue*
 
Three Months Ended December 31,8
 
Year ended Ended December 31,8
 
 
2017
 
%
 
2016
 
%
 
2017
 
%
 
2016
 
%
 Customer
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
     Processing and Program Revenue1
 
$
313


51
%

$
246


48
%

$
1,093


49
%

$
809


44
%
     Late Fees and Finance Charges2
 
36


6
%

33


6
%

141


6
%

118


6
%
     Miscellaneous Fees3
 
32


5
%

36


7
%

129


6
%

129


7
%
 
 
380


62
%

315


61
%

1,363


61
%

1,057


58
%
 Merchant
 























   Discount Revenue (Fuel)4
 
80


13
%

67


13
%

303


13
%

260


14
%
   Discount Revenue (NonFuel)5
 
45


7
%

41


8
%

175


8
%

157


9
%
   Tied to Fuel-Price Spreads6
 
54


9
%

48


9
%

220


10
%

194


11
%
   Program Revenue7
 
50


8
%

45


9
%

189


8
%

164


9
%
 
 
230


38
%

200


39
%

887


39
%

774


42
%
Consolidated Revenues, net
 
$
610


100
%

$
515


100
%

$
2,250


100
%

$
1,832


100
%




1Includes revenue from customers based on accounts, cards, devices, transactions, load amounts and/or purchase amounts, etc. for participation in our various fleet and workforce related programs; as well as, revenue from partners (e.g., major retailers, leasing companies, oil companies, petroleum marketers, etc.) for processing and network management services. Primarily represents revenue from North American trucking, lodging, prepaid benefits, telematics, gift cards and toll related businesses.
2Fees for late payment and interest charges for carrying a balance charged to a customer.
3Non-standard fees charged to customers based on customer behavior or optional participation, primarily including high credit risk surcharges, over credit limit charges, minimum processing fees, printing and mailing fees, environmental fees, etc.
4Interchange revenue directly influenced by the absolute price of fuel and other interchange related to fuel products.
5Interchange revenue related to nonfuel products.
6Revenue derived from the difference between the price charged to a fleet customer for a transaction and the price paid to the merchant for the same transaction.
7Revenue derived primarily from the sale of equipment, software and related maintenance to merchants.
8Amounts shown for the three months ended December 31, 2016 and years ended December 31, 2017 and 2016 reflect immaterial corrections in estimated allocation of revenue by product and sources of revenue from previously disclosed amounts for the prior period.  
*We may not be able to precisely calculate revenue by source, as certain estimates were made in these allocations. Columns may not calculate due to impact of rounding. This table reflects how management views the sources of revenue and may not be consistent with prior disclosure.




Exhibit 4
Segment Results
(In thousands)

 
 
 
Three Months Ended December 31,
 
Year Ended December 31,
 
 
2017

2016
 
20172
 
2016
 
 
(Unaudited)
 
 
 
(Unaudited)
 
 
Revenues, net: 1
 
 
 
 
 
 
 
 
North America
 
$
387,762

 
$
328,560

 
$
1,428,711

 
$
1,279,102

International
 
222,229

 
186,393

 
820,827

 
552,444

 
 
$
609,991

 
$
514,953

 
$
2,249,538

 
$
1,831,546

Operating income: 1
 
 
 
 
 
 
 
 
North America
 
$
147,220

 
$
139,193

 
$
541,598

 
$
506,414

International
 
92,792

 
76,782

 
342,162

 
247,739

 
 
$
240,012

 
$
215,975

 
$
883,760

 
$
754,153

Depreciation and amortization: 1
 
 
 
 
 
 
 
 
North America
 
$
34,458

 
$
33,302

 
$
139,418

 
$
129,653

International
 
31,371

 
28,106

 
125,142

 
73,603

 
 
$
65,829

 
$
61,408

 
$
264,560

 
$
203,256

Capital expenditures: 1
 
 
 
 
 
 
 
 
North America
 
$
9,846

 
$
10,499

 
$
40,747

 
$
39,000

International
 
10,788

 
6,635

 
29,346

 
20,011

 
 
$
20,634

 
$
17,134

 
$
70,093

 
$
59,011


1The results from our Cambridge business acquired in the third quarter of 2017 and CLS business acquired in the fourth quarter of 2017, are reported in our North America segment. The results from our Russian business acquired in the fourth quarter of 2017 are reported in our International segment.
2The results from our Cambridge business acquired in the third quarter of 2017 are reported in our North America segment. As we have concluded that this business is part of our North America segment, the results for this business have been recast into our North America segment for the year ended 2017, as they were partially presented in our international segment during the three months ended September 30, 2017.





Exhibit 5
Reconciliation of Non-GAAP Revenue and Transactions by Product to GAAP*
(In millions)
(Unaudited)
 
 
Revenue
 
Transactions
 
 
Three Months Ended December 31,
Three Months Ended December 31,
 
 
2017
 
2016
 
2017
 
20164
FUEL
 
 
 
 
 
 
 
 
Pro forma and macro adjusted2,3
 
$
268.4

 
$
255.7

 
119.0

 
114.5

Impact of acquisitions/dispositions
 

 
(2.1
)
 


(2.1
)
Impact of fuel prices/spread
 
7.8

 

 



Impact of foreign exchange rates
 
6.8

 

 



One-time items5
 
(1.6
)
 
2.3

 

 

As reported
 
$
281.4

 
$
255.9

 
119.0

 
112.5

CORPORATE PAYMENTS
 


 


 





Pro forma and macro adjusted2,3
 
$
91.6

 
$
79.1

 
10.8

 
10.1

Impact of acquisitions/dispositions
 

 
(31.6
)
 


(0.2
)
Impact of fuel prices/spread
 
0.1

 

 



Impact of foreign exchange rates
 
0.9

 

 



One-time items5
 

 

 

 

As reported
 
$
92.6

 
$
47.4

 
10.8

 
9.9

TOLLS
 


 


 





Pro forma and macro adjusted2,3
 
$
89.7

 
$
72.3

 
239.6

 
225.8

Impact of acquisitions/dispositions
 

 

 



Impact of fuel prices/spread
 

 

 



Impact of foreign exchange rates
 
1.4

 

 



One-time items5
 

 

 

 

As reported
 
$
91.1


$
72.3

 
239.6

 
225.8

LODGING
 


 


 





Pro forma and macro adjusted2,3
 
$
40.7

 
$
31.1

 
6.3

 
3.8

Impact of acquisitions/dispositions
 

 
(4.0
)
 


(0.4
)
Impact of fuel prices/spread
 

 

 



Impact of foreign exchange rates
 

 

 



One-time items5
 

 

 

 

As reported
 
$
40.7

 
$
27.0

 
6.3

 
3.4

GIFT
 


 


 





Pro forma and macro adjusted2,3
 
$
49.6

 
$
46.6

 
438.5

 
403.0

Impact of acquisitions/dispositions
 

 

 



Impact of fuel prices/spread
 

 

 



Impact of foreign exchange rates
 

 

 



One-time items5
 

 

 

 

As reported
 
$
49.6

 
$
46.6

 
438.5

 
403.0

OTHER1
 


 


 





Pro forma and macro adjusted2,3
 
$
53.5

 
$
53.4

 
18.6

 
19.7

Impact of acquisitions/dispositions
 

 
12.2

 


0.5

Impact of fuel prices/spread
 

 

 



Impact of foreign exchange rates
 
1.1

 

 



One-time items5
 

 

 

 

As reported
 
$
54.6

 
$
65.6

 
18.6

 
20.1

 
 


 


 









FLEETCOR CONSOLIDATED REVENUES
 


 


 





Pro forma and macro adjusted2,3
 
$
593.6

 
$
538.2

 
832.9

 
777.0

Impact of acquisitions/dispositions
 

 
(25.5
)
 


(2.2
)
Impact of fuel prices/spread
 
7.9

 

 



Impact of foreign exchange rates
 
10.1

 

 



One-time items5
 
(1.6
)
 
2.3

 

 

As reported
 
$
610.0

 
$
515.0

 
832.9

 
774.8

 
 
 
 
 
 
 
 
 
* Columns may not calculate due to impact of rounding.



1Other includes telematics, maintenance, food and transportation related businesses.



22016 is pro forma to include acquisitions and exclude dispositions, consistent with 2017 ownership.
32017 is adjusted to remove the impact of changes in the macroeconomic environment to be consistent with the same period of prior year, using constant fuel prices, fuel price spreads and foreign exchange rates.
42016 transactions reflect immaterial corrections from previously disclosed amounts for the prior period.
5Adjustment related to one-time items not representative of normal business operations.




Exhibit 6
RECONCILIATION OF NON-GAAP GUIDANCE MEASURES
(In millions, except per share amounts)
(Unaudited)


The following tables reconcile first quarter and full year 2018 financial guidance for net income to adjusted net income and adjusted net income per diluted share, at both ends of the range, as well as full year 2018 financial guidance for revenues, net to adjusted revenues.

 
 
Q1 2018 GUIDANCE
 
 
Low*
 
High*
Net income
 
$
150

 
$
160

Net income per diluted share
 
$
1.63

 
$
1.73

 
 
 
 
 
Stock based compensation
 
22

 
22

Amortization of intangible assets, premium on receivables, deferred financing costs and discounts
 
59

 
59

Total pre-tax adjustments
 
81

 
81

Income tax impact of pre-tax adjustments at the effective tax rate
 
(18
)
 
(18
)
Adjusted net income
 
$
213

 
$
223

Adjusted net income per diluted share
 
$
2.30

 
$
2.40

 
 
 
 
 
Diluted shares
 
93

 
93

 
 
 
 
 
* Columns may not calculate due to impact of rounding.
 

 
 
FULL YEAR 2018 GUIDANCE
 
 
Low*
 
High*
Revenues, net
 
$
2,490

 
$
2,550

Merchant commissions
 
120

 
120

Total adjusted revenues
 
$
2,370

 
$
2,430

 
 
 
 
 
Net income
 
$
690

 
$
720

Net income per diluted share
 
$
7.40

 
$
7.70

 
 
 
 
 
Stock based compensation
 
89

 
89

Amortization of intangible assets, premium on receivables, deferred financing costs and discounts
 
234

 
234

Total pre-tax adjustments
 
323

 
323

Income tax impact of pre-tax adjustments at the effective tax rate
 
(78
)
 
(78
)
Adjusted net income
 
$
935

 
$
965

Adjusted net income per diluted share
 
$
10.05

 
$
10.35

 
 
 
 
 
Diluted shares
 
93

 
93

 
 
 
 
 
* Columns may not calculate due to impact of rounding.
 


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