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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): August 6, 2019
 
________________________________________________________ 
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 August 6, 2019, FLEETCOR Technologies, Inc. (the "Company") issued a press release announcing its financial results for the three and six months ended June 30, 2019. 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 August 6, 2019.





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.
 
 
 
August 6, 2019
 
 
 
By:   /s/ Eric R. Dey
 
 
 
 
 
 
Eric R. Dey
 
 
 
 
 
 
Chief Financial Officer






Exhibit Index
 
 
 
 
Exhibit No.
  
Description
 
 
  
FleetCor Technologies, Inc. press release dated August 6, 2019.


Exhibit


Exhibit 99.1
FLEETCOR Reports Second Quarter 2019 Financial Results



PEACHTREE CORNERS, Ga., August 6, 2019 — FLEETCOR Technologies, Inc. (NYSE: FLT), a leading global business payments Company, today reported financial results for its second quarter of 2019.

“Our second quarter revenues and profits once again finished above our expectations, with adjusted net income per diluted share of $2.85, which was $0.06 above the midpoint of our guidance for the quarter. Organic revenue growth reached 13% overall, driven primarily by double digit growth rates in corporate payments, tolls and lodging, and the fuel category had another strong quarter finishing up 9%,” said Ron Clarke, chairman and chief executive officer, FLEETCOR Technologies, Inc. “Subsequent to the second quarter, we completed a tuck-in acquisition in our payroll card business that we believe will enhance our position in that category.”   

Financial Results for Second Quarter of 2019:

GAAP Results
•
Total revenues increased 11% to $647.1 million in the second quarter of 2019, compared to $585.0 million in the second quarter of 2018.
•
Net income increased 48% to $261.7 million in the second quarter of 2019, compared to $176.9 million in the second quarter of 2018. The second quarter of 2019 included an income tax benefit of $65 million due to the sale of the Company’s remaining investment in Masternaut, which allowed the Company to offset the capital loss recognized on that disposition, against the previously recorded capital gain recognized on the sale of Nextraq in the third quarter of 2017.
•
Net income per diluted share increased 52% to $2.90 in the second quarter of 2019, compared to $1.91 per diluted share in the second quarter of 2018. The second quarter included $0.72 per share benefit of income tax related to the sale of the Company’s investment in Masternaut as noted above.
Non-GAAP Results1 
•
Adjusted net income1 increased 8% to $256.7 million in the second quarter of 2019, compared to $237.8 million in the second quarter of 2018.
•
Adjusted net income per diluted share1 increased 11% to $2.85 in the second quarter of 2019, compared to $2.57 per diluted share in the second quarter of 2018.

Fiscal-Year 2019 Outlook:

“The second quarter of 2019 was another strong quarter for the Company, driven by solid performances in all of our business lines. The macro-economic environment came in as expected during the quarter, with the benefit from better than expected fuel spreads and higher fuel prices offsetting the impact of unfavorable exchange rates,” said Eric Dey, chief financial officer, FLEETCOR Technologies, Inc. “We are raising our full year revenue guidance by $20 million at the mid-point to reflect our over performance in the second quarter and the acquisition of Sole Financial early in the third quarter. We are also raising our adjusted net income per diluted share guidance by $0.06 to reflect our second quarter results compared to our expectations.”

“For the reminder of the year, we expect the macro impact will be slightly worse than our prior guidance due primarily to lower fuel prices and worse foreign exchange rates. We also expect our share count to be slightly higher than the prior guidance primarily due to the increase in our share price. Offsetting these items will be lower interest expense and the impact of acquisitions, which will be slightly accretive over the balance of the year. We expect these assumptions in total to net to approximately zero in terms of rest of year impact to the business,” concluded Dey.













For fiscal year 2019, FLEETCOR Technologies, Inc.'s updated financial guidance is as follows:

•
Total revenues to be between $2,625 million and $2,675 million;
•
GAAP net income to be between $865 million and $895 million;
•
GAAP net income per diluted share to be between $9.60 and $9.90;
•
Adjusted net income to be between $1,040 million and $1,070 million; and
•
Adjusted net income per diluted share to be between $11.53 and $11.83.

FLEETCOR’s guidance assumptions for 2019 are as follows:

•
Weighted fuel prices equal to $2.75 per gallon average in the U.S. for the balance of the year;
•
Market spreads slightly below the 2018 second half of the year;
•
Foreign exchange rates equal to the seven-day average as of July 28, 2019;
•
Interest expense of $150 million to $160 million;
•
Approximately 90.3 million fully diluted shares outstanding;
•
An adjusted tax rate of 23% to 24%; and
•
No impact related to acquisitions or material new partnership agreements not already disclosed.

Third Quarter of 2019 Outlook:

For the third quarter, the Company is expecting adjusted net income per diluted share to be in the range of $3.00 to $3.10.
______________________________
1Reconciliations of GAAP results to non-GAAP results are provided in Exhibit 1 attached. Additional supplemental data is provided in Exhibits 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.
The Company will host a conference call to discuss second quarter 2019 financial results today at 5:00 pm 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 13692618. The replay will be available until Tuesday, August 13, 2019. The call will be webcast live from the Company's investor relations website at http://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, assumptions 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 macroeconomic conditions, including fuel prices, fuel price spreads and foreign exchange rates, impact of the Tax Act, our expectations regarding future growth, including future revenue and earnings increases; our growth plans and opportunities, including future acquisitions, estimated returns on future acquisitions and future product expansion, 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 and political 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 product offerings; failure to maintain or renew sources of financing; failure to complete, or delays in completing, anticipated new partnership and customer agreements or acquisitions and to successfully integrate or otherwise achieve anticipated benefits from such partnerships and customer arrangements or acquired businesses; failure to successfully expand business internationally, other risks related to our international operations, including the potential impact to our business as a result of the United Kingdom’s referendum to leave the European Union, risks related to litigation, the impact of new tax regulations and the resolution of tax contingencies resulting in additional tax liabilities; 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,



2018. These 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 as a result of new information, future events or developments except as specifically stated in this press release or to the extent required by law.

About Non-GAAP Financial Measures

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) other non-recurring items, including the impact of the Tax Act, impairment charges, asset write-offs, restructuring costs, gains and related taxes due to disposition of assets and a business, loss on extinguishment of debt, legal settlements, and the unauthorized access impact. We calculate adjusted net income to eliminate the effect of items that we do not consider indicative of our core operating performance. Adjusted net income is a supplemental measure of operating performance that does not represent and should not be considered as an alternative to 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 net income:

•
as measurement of operating performance because it assists 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 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 business payments company that simplifies the way businesses manage and pay their expenses. The FLEETCOR portfolio of brands help companies automate, secure, digitize and control payments to, or on behalf of, their employees and suppliers. FLEETCOR serves businesses, partners and merchants in North America, Latin America, Europe, and Asia Pacific. For more information, please visit www.FLEETCOR.com.

Contact
Investor Relations
Jim Eglseder, 770-417-4697
Jim.Eglseder@fleetcor.com






FLEETCOR Technologies, Inc. and Subsidiaries
Unaudited Consolidated Statements of Income
(In thousands, except per share amounts)
 
 

Three Months Ended June 30,
 
Six Months Ended June 30,
 

2019
 
2018¹
 
2019
 
2018¹
Revenues, net

$
647,094


$
584,985

 
$
1,268,919

 
$
1,170,484

Expenses:




 
 
 
 
Processing

120,458


111,201

 
249,572

 
227,686

Selling

51,856


44,009

 
101,117

 
91,120

General and administrative

106,784

 
96,431

 
199,568

 
186,800

Depreciation and amortization

70,908


68,610

 
138,353

 
140,112

Other operating, net

(229
)
 
(49
)
 
(1,184
)
 
(104
)
Operating income

297,317


264,783

 
581,493

 
524,870

Investment loss

—


—

 
15,660

 
—

Other expense, net

528


458

 
748

 
161

Interest expense, net

39,529


33,150

 
78,584

 
64,215

Total other expense

40,057


33,608

 
94,992

 
64,376

Income before income taxes

257,260


231,175

 
486,501

 
460,494

(Benefit from) provision for income taxes

(4,391
)

54,323

 
52,743

 
108,705

Net income

$
261,651


$
176,852

 
$
433,758

 
$
351,789

Basic earnings per share

$
3.03


$
1.98

 
$
5.03

 
$
3.93

Diluted earnings per share

$
2.90


$
1.91

 
$
4.84

 
$
3.78

Weighted average shares outstanding:



 
 
 
 
 
Basic shares

86,360


89,169

 
86,159

 
89,466

Diluted shares

90,131


92,702

 
89,694

 
92,970

1Reflects reclassifications from previously disclosed amounts to conform to current presentation.



FLEETCOR Technologies, Inc. and Subsidiaries
Consolidated Balance Sheets
(In thousands, except share and par value amounts)
 
 
 
June 30, 20191
 
December 31, 2018
 
 
(Unaudited)
 
 
Assets
 
 
 
 
Current assets:
 
 
 
 
Cash and cash equivalents
 
$
1,170,339

 
$
1,031,145

Restricted cash
 
318,287

 
333,748

Accounts and other receivables (less allowance for doubtful accounts of $68,334 at June 30, 2019 and $59,963 at December 31, 2018, respectively)
 
1,727,183

 
1,425,815

Securitized accounts receivable — restricted for securitization investors
 
974,000

 
886,000

Prepaid expenses and other current assets
 
196,549

 
199,278

Total current assets
 
4,386,358

 
3,875,986

Property and equipment, net
 
190,215

 
186,201

Goodwill
 
4,720,471

 
4,542,074

Other intangibles, net
 
2,417,188

 
2,407,910

Investments
 
26,635

 
42,674

Other assets
 
234,725

 
147,632

Total assets
 
$
11,975,592

 
$
11,202,477

Liabilities and Stockholders’ Equity
 

 
 
Current liabilities:
 

 
 
Accounts payable
 
$
1,523,862

 
$
1,117,649

Accrued expenses
 
269,913

 
261,594

Customer deposits
 
870,217

 
926,685

Securitization facility
 
974,000

 
886,000

Current portion of notes payable and lines of credit
 
958,394

 
1,184,616

Other current liabilities
 
152,824

 
118,669

Total current liabilities
 
4,749,210

 
4,495,213

Notes payable and other obligations, less current portion
 
2,676,374

 
2,748,431

Deferred income taxes
 
452,113

 
491,946

Other noncurrent liabilities
 
254,523

 
126,707

Total noncurrent liabilities
 
3,383,010

 
3,367,084

Commitments and contingencies
 

 
 
Stockholders’ equity:
 

 
 
Common stock, $0.001 par value; 475,000,000 shares authorized; 123,754,485 shares issued and 86,535,000 shares outstanding at June 30, 2019; and 123,035,859 shares issued and 85,845,344 shares outstanding at December 31, 2018
 
123

 
123

Additional paid-in capital
 
2,427,640

 
2,306,843

Retained earnings
 
4,251,414

 
3,817,656

Accumulated other comprehensive loss
 
(928,197
)
 
(913,858
)
Less treasury stock, 37,219,485 shares at June 30, 2019 and 37,190,515 shares at December 31, 2018
 
(1,907,608
)
 
(1,870,584
)
Total stockholders’ equity
 
3,843,372

 
3,340,180

Total liabilities and stockholders’ equity
 
$
11,975,592

 
$
11,202,477

1 Reflects the impact of the Company's adoption of ASU 2016-02 "Leases", on January 1, 2019 using the modified retrospective transition method. The adoption of the Leases guidance resulted in an adjustment to other assets, other current liabilities and other noncurrent liabilities in our consolidated balance sheet for the cumulative effect of applying the standard. Financial results reported in periods prior to 2019 are unchanged.



FLEETCOR Technologies, Inc. and Subsidiaries
Unaudited Consolidated Statements of Cash Flows
(In thousands)
 
 
Six Months Ended June 30,
 
 
2019¹

2018
Operating activities
 
 
 
 
Net income
 
$
433,758

 
$
351,789

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

Depreciation
 
30,640

 
25,033

Stock-based compensation
 
30,847

 
33,505

Provision for losses on accounts receivable
 
40,142

 
26,495

Amortization of deferred financing costs and discounts
 
2,428

 
2,678

Amortization of intangible assets and premium on receivables
 
107,713

 
115,079

Deferred income taxes
 
(64,883
)
 
(6,473
)
Investment loss
 
15,660

 
—

Other non-cash operating income
 
(1,579
)
 
(104
)
Changes in operating assets and liabilities (net of acquisitions/dispositions):
 

 

Accounts and other receivables
 
(418,806
)
 
(519,527
)
Prepaid expenses and other current assets
 
8,154

 
(20,440
)
Other assets
 
(17,286
)
 
(15,418
)
Accounts payable, accrued expenses and customer deposits
 
383,233

 
282,472

Net cash provided by operating activities
 
550,021

 
275,089

Investing activities
 
 
 
 
Acquisitions, net of cash acquired
 
(250,926
)
 
(3,811
)
Purchases of property and equipment
 
(31,975
)
 
(34,614
)
Other
 
—

 
(11,192
)
Net cash used in investing activities
 
(282,901
)
 
(49,617
)
Financing activities
 
 
 
 
Proceeds from issuance of common stock
 
56,950

 
29,498

Repurchase of common stock
 
(4,024
)
 
(380,651
)
Borrowings on securitization facility, net
 
88,000

 
128,000

Deferred financing costs paid and debt discount
 
(352
)
 
—

Principal payments on notes payable
 
(64,875
)
 
(69,000
)
Borrowings from revolver
 
765,709

 
774,019

Payments on revolver
 
(1,027,468
)
 
(600,109
)
Borrowings on swing line of credit, net
 
34,639

 
13,632

Other
 
(125
)
 
(149
)
Net cash used in financing activities
 
(151,546
)
 
(104,760
)
Effect of foreign currency exchange rates on cash
 
8,159

 
(66,144
)
Net increase in cash and cash equivalents and restricted cash
 
123,733

 
54,568

Cash and cash equivalents and restricted cash, beginning of period
 
1,364,893

 
1,130,870

Cash and cash equivalents and restricted cash, end of period
 
$
1,488,626

 
$
1,185,438

Supplemental cash flow information
 

 

Cash paid for interest
 
$
90,559

 
$
73,303

Cash paid for income taxes
 
$
100,396

 
$
112,982

1Reflects the impact of the Company's adoption of ASU 2016-02 "Leases", on January 1, 2019 using the modified retrospective transition method. The adoption of the Leases guidance resulted in an adjustment to other assets, other current liabilities and other noncurrent liabilities in our consolidated balance sheet for the cumulative effect of applying the standard. Financial results reported in periods prior to 2019 are unchanged.



Exhibit 1
RECONCILIATION OF NON-GAAP MEASURES
(In thousands, except shares and per share amounts)
(Unaudited)
The following table reconciles net income to adjusted net income and adjusted net income per diluted share:*
 
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
 
2019

2018
 
2019
 
2018
Net income
 
$
261,651

 
$
176,852

 
$
433,758

 
$
351,789

 
 
 
 
 
 
 
 
 
Stock based compensation
 
18,306

 
19,102

 
30,847

 
33,505

Amortization of intangible assets
 
 
 
 
 
 
 
 
Amortization of premium on receivables
 
 
 
 
 
 
 
 
Amortization of deferred financing costs and discounts
 
 
 
 
 
 
 
 
Amortization of intangibles at equity method investment
 
 
 
 
 
 
 
 
Amortization of intangible assets, premium on receivables, deferred financing costs and discounts
 
56,623

 
57,313

 
110,141

 
117,757

Impairment of investment
 
—

 
—

 
15,660

 
—

Legal settlements
 
3,474

 
—

 
3,474

 
—

Restructuring costs
 
—

 
1,506

 
—

 
3,435

Unauthorized access impact
 
—

 
1,743

 
—

 
1,743

Total pre-tax adjustments
 
78,403

 
79,664

 
160,122

 
156,441

Income tax impact of pre-tax adjustments at the effective tax rate1
 
(18,435
)
 
(18,720
)
 
(33,846
)
 
(36,927
)
Impact of investment sale on tax 2
 
(64,880
)
 
—

 
(64,880
)
 
—

Adjusted net income
 
$
256,739

 
$
237,796

 
$
495,154

 
$
471,302

Adjusted net income per diluted share
 
$
2.85

 
$
2.57

 
$
5.52

 
$
5.07

Diluted shares
 
90,131

 
92,702

 
89,694

 
92,970

 
1 Excludes the results of the Company's investments on our effective tax rate, as results from our investments are reported within the consolidated statements of income on a post-tax basis and no tax-over-book outside basis differences related to our investments reversed during the periods.
2 Represents the impact to taxes from the disposition of our investment in Masternaut.
*Columns may not calculate due to rounding.




Exhibit 2
Key Performance Indicators, by Product Category and Revenue Per Performance Metric 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 key performance metric by product category.*
 
 
As Reported
 
Pro Forma and Macro Adjusted3
 
 
Three Months Ended June 30,

Three Months Ended June 30,
 
 
2019
 
2018
 
Change
 
% Change
 
2019
 
2018
 
Change
 
% Change
FUEL
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
'- Revenues, net1
 
$
295.1

 
$
278.1

 
$
17.0

 
6
 %
 
$
290.9

 
$
267.8

 
$
23.1

 
9
 %
'- Transactions1
 
125.3

 
129.4

 
(4.1
)
 
(3
)%
 
124.5

 
124.9

 
(0.3
)
 
—
 %
'- Revenues, net per transaction
 
$
2.36

 
$
2.15

 
$
0.21

 
10
 %
 
$
2.34

 
$
2.14

 
$
0.19

 
9
 %
CORPORATE PAYMENTS
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
'- Revenues, net
 
$
127.1

 
$
99.6

 
$
27.5

 
28
 %
 
$
128.5

 
$
102.3

 
$
26.2

 
26
 %
'- Transactions
 
14.5

 
11.8

 
2.7

 
23
 %
 
$
14.5


$
12.0

 
2.5

 
21
 %
'- Revenues, net per transaction
 
$
8.78

 
$
8.44

 
$
0.35

 
4
 %
 
$
8.88

 
$
8.55

 
$
0.33

 
4
 %
'- Spend volume4
 
$
19,780

 
$
13,778

 
$
6,002

 
44
 %
 
$
20,167

 
$
13,778

 
$
6,389

 
46
 %
'- Revenues, net per spend $
 
0.64
%
 
0.72
%
 
(0.08
)%
 
(11
)%
 
0.64
%
 
0.74
%
 
(0.10
)%
 
(14
)%
TOLLS
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
'- Revenues, net1
 
$
86.2

 
$
80.1

 
$
6.1

 
8
 %
 
$
94.0

 
$
80.1

 
$
13.9

 
17
 %
'- Tags (average monthly)5
 
5.0

 
4.7

 
0.3

 
7
 %
 
5.0

 
4.7

 
0.3

 
7
 %
'- Revenues, net per tag
 
$
17.08

 
$
17.05

 
$
0.03

 
—
 %
 
$
18.63

 
$
17.05

 
$
1.57

 
9
 %
LODGING
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
'- Revenues, net
 
$
50.2

 
$
44.6

 
$
5.6

 
13
 %
 
$
50.2

 
$
44.6

 
$
5.6

 
13
 %
'- Room nights
 
4.3

 
4.7

 
(0.5
)
 
(10
)%
 
4.3

 
4.7

 
(0.5
)
 
(10
)%
'- Revenues, net per room night
 
$
11.75

 
$
9.40

 
$
2.35

 
25
 %
 
$
11.75

 
$
9.40

 
$
2.35

 
25
 %
GIFT
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
'- Revenues, net
 
$
35.7

 
$
33.3

 
$
2.4

 
7
 %
 
$
35.7

 
$
34.8

 
$
0.9

 
2
 %
'- Transactions
 
284.1

 
324.5

 
(40.3
)
 
(12
)%
 
284.1

 
324.7

 
(40.6
)
 
(13
)%
'- Revenues, net per transaction
 
$
0.13

 
$
0.10

 
$
0.02

 
22
 %
 
$
0.13

 
$
0.11

 
$
0.02

 
17
 %
OTHER2
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
'- Revenues, net1
 
$
52.7

 
$
49.2

 
$
3.6

 
7
 %
 
$
54.4

 
$
50.2

 
$
4.2

 
8
 %
'- Transactions1
 
12.3

 
12.1

 
0.1

 
1
 %
 
12.3

 
12.1

 
0.1

 
1
 %
'- Revenues, net per transaction
 
$
4.30

 
$
4.06

 
$
0.24

 
6
 %
 
$
4.44

 
$
4.15

 
$
0.29

 
7
 %
FLEETCOR CONSOLIDATED REVENUES
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
'- Revenues, net
 
$
647.1

 
$
585.0

 
$
62.1

 
11
 %
 
$
653.8

 
$
579.8

 
$
73.9

 
13
 %

1  Reflects certain reclassifications of revenue in 2018 between product categories as the Company realigned its Brazil business into product lines, resulting in refinement of revenue classified as fuel versus tolls and the eCash/OnRoad product being fuel versus other.
2 Other includes telematics, maintenance, food, and transportation related businesses.
3 See Exhibit 5 for a reconciliation of Pro forma and Macro Adjusted revenue by product and metrics, non gaap measures, to the gaap equivalent.
4 Corporate payments spend in the third and fourth quarters of 2018 was $13,816.8 million and $14,750.6 million, respectively.
5 Toll tags in the third and fourth quarters of 2018 were 4.7 million and 4.8 million, respectively.
*Columns may not calculate due to rounding.



 Exhibit 3
Revenues by Geography and Product
(In millions)
(Unaudited)
Revenue by Geography*
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2019
 
%
 
2018
 
%
 
2019
 
%
 
2018
 
%
US
$
389


60
%

$
348

 
59
%
 
$
760

 
60
%
 
$
691

 
59
%
Brazil
103


16
%

96

 
16
%
 
209

 
16
%
 
203

 
17
%
UK
70


11
%

65

 
11
%
 
137

 
11
%
 
130

 
11
%
Other
85


13
%

76

 
13
%
 
163

 
13
%
 
146

 
12
%
Consolidated Revenues, net
$
647


100
%

$
585


100
%

$
1,269


100
%

$
1,170


100
%
*Columns may not calculate due to rounding.
Revenue by Product Category*
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2019
 
%
 
20181
 
%
 
2019
 
%
 
20181
 
%
Fuel
$
295

 
45
%

$
278

 
48
%
 
$
578

 
46
%
 
$
544

 
46
%
Corporate Payments
127

 
20
%

100

 
17
%
 
237

 
19
%
 
194

 
17
%
Tolls
86

 
13
%

80

 
14
%
 
175

 
14
%
 
170

 
14
%
Lodging
50

 
8
%

45

 
8
%
 
92

 
7
%
 
84

 
7
%
Gift
36

 
6
%

33

 
6
%
 
84

 
7
%
 
82

 
7
%
Other
53

 
8
%

49

 
8
%
 
102

 
8
%
 
97

 
8
%
Consolidated Revenues, net
$
647

 
100
%

$
585

 
100
%

$
1,269


100
%

$
1,170


100
%
*Columns may not calculate due to rounding.
1  Reflects certain reclassifications of revenue in 2018 between product categories as the Company realigned its Brazil business into product lines, resulting in refinement of revenue classified as fuel versus tolls and the eCash/OnRoad product being fuel versus other.





Exhibit 4
Segment Results
(In thousands)
(Unaudited)
 
 
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
 
2019

2018
 
2019
 
2018
Revenues, net:
 
 
 
 
 
 
 
 
North America
 
$
417,941

 
$
370,949

 
$
814,840

 
$
735,218

International
 
229,153

 
214,036

 
454,079

 
435,266

 
 
$
647,094

 
$
584,985

 
$
1,268,919

 
$
1,170,484

Operating income:
 
 
 
 
 
 
 
 
North America
 
$
184,198

 
$
161,376

 
$
356,609

 
$
317,326

International
 
113,119

 
103,407

 
224,884

 
207,544

 
 
$
297,317

 
$
264,783

 
$
581,493

 
$
524,870

Depreciation and amortization:
 
 
 
 
 
 
 
 
North America
 
$
41,875

 
$
38,317

 
$
80,167

 
$
76,992

International
 
29,033

 
30,293

 
58,186

 
63,120

 
 
$
70,908

 
$
68,610

 
$
138,353

 
$
140,112

Capital expenditures:
 
 
 
 
 
 
 
 
North America
 
$
11,306

 
$
11,685

 
$
19,683

 
$
20,096

International
 
6,164

 
7,715

 
12,292

 
14,518

 
 
$
17,470

 
$
19,400

 
$
31,975

 
$
34,614




Exhibit 5
Reconciliation of Non-GAAP Revenue and Key Performance Metric by Product to GAAP
(In millions)
(Unaudited)
 
 
Revenue
 
 
Key Performance Metric
 
 
Three Months Ended June 30,
 
Three Months Ended June 30,
 
 
2019*
 
2018*
 
 
2019*
 
2018*
FUEL - TRANSACTIONS
 
 
 
 
 
 
 
 
 
Pro forma and macro adjusted
 
$
290.9

 
$
267.8

 
 
124.5

 
124.9

Impact of acquisitions/dispositions/Uber
 
3.8

 
10.3

 
 
0.7

 
4.5

Impact of fuel prices/spread
 
6.5

 
—

 
 
—

 
—

Impact of foreign exchange rates
 
(6.1
)
 
—

 
 
—

 
—

As reported
 
$
295.1

 
$
278.1

 
 
125.3

 
129.4

CORPORATE PAYMENTS - TRANSACTIONS
 
 
 
 
 
 


 


Pro forma and macro adjusted
 
$
128.5

 
$
102.3

 
 
14.5

 
12.0

Impact of acquisitions/dispositions
 
—

 
(2.6
)
 
 
—

 
(0.1
)
Impact of fuel prices/spread
 
—

 
—

 
 
—

 
—

Impact of foreign exchange rates
 
(1.4
)
 
—

 
 
—

 
—

As reported
 
$
127.1

 
$
99.6

 
 
14.5

 
11.8

CORPORATE PAYMENTS - SPEND
 
 
 
 
 
 
 
 
 
Pro forma and macro adjusted
 
Intentionally Left Blank
 
 
20,166.7

 
13,778.1

Impact of acquisitions/dispositions
 
 
 
—

 
—

Impact of fuel prices/spread
 
 
 
—

 
—

Impact of foreign exchange rates
 
 
 
(386.7
)
 
—

As reported
 
 
 
19,780.1

 
13,778.1

TOLLS - TAGS
 


 


 
 


 


Pro forma and macro adjusted
 
$
94.0

 
$
80.1

 
 
5.0

 
4.7

Impact of acquisitions/dispositions
 
—

 
—

 
 
—

 
—

Impact of fuel prices/spread
 
—

 
—

 
 
—

 
—

Impact of foreign exchange rates
 
(7.8
)
 
—

 
 
—

 
—

As reported
 
$
86.2

 
$
80.1

 
 
5.0

 
4.7

LODGING - ROOM NIGHTS
 
 
 
 
 
 
 
 
 
Pro forma and macro adjusted
 
$
50.2

 
$
44.6

 
 
4.3

 
4.7

Impact of acquisitions/dispositions
 
—

 
—

 
 
—

 
—

Impact of fuel prices/spread
 
—

 
—

 
 
—

 
—

Impact of foreign exchange rates
 
—

 
—

 
 
—

 
—

As reported
 
$
50.2

 
$
44.6

 
 
4.3

 
4.7

GIFT - TRANSACTIONS
 
 
 
 
 
 
 
 
 
Pro forma and macro adjusted
 
$
35.7

 
$
34.8

 
 
284.1

 
324.7

Impact of acquisitions/dispositions
 
—

 
(1.5
)
 
 
—

 
(0.3
)
Impact of fuel prices/spread
 
—

 
—

 
 
—

 
—

Impact of foreign exchange rates
 
—

 
—

 
 
—

 
—

As reported
 
$
35.7

 
$
33.3

 
 
284.1

 
324.5

OTHER1 - TRANSACTIONS
 
 
 
 
 
 
 
 
 
Pro forma and macro adjusted
 
$
54.4

 
$
50.2

 
 
12.3

 
12.1

Impact of acquisitions/dispositions
 
—

 
(1.1
)
 
 
—

 
—

Impact of fuel prices/spread
 
—

 
—

 
 
—

 
—

Impact of foreign exchange rates
 
(1.7
)
 
—

 
 
—

 
—

As reported
 
$
52.7

 
$
49.2

 
 
12.3

 
12.1

 
 
 
 
 
 
 
 
 
 
FLEETCOR CONSOLIDATED REVENUES
 
 
 
 
 
 
 
 
 
Pro forma and macro adjusted
 
$
653.8

 
$
579.8

 
 
Intentionally Left Blank
Impact of acquisitions/dispositions
 
3.8

 
5.1

 
 
Impact of fuel prices/spread
 
6.5

 
—

 
 
Impact of foreign exchange rates
 
(17.0
)
 
—

 
 
As reported
 
$
647.1

 
$
585.0

 
 
 
 
 
 
 
 
 
 
 
 
* Columns may not calculate due to rounding.
 


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





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

The following tables reconcile third quarter and full year 2019 financial guidance for net income to adjusted net income and adjusted net income per diluted share, at both ends of the range:

 
 
Q3 2019 GUIDANCE
 
 
Low*
 
High*
Net income
 
$
215

 
$
225

Net income per diluted share
 
$
2.37

 
$
2.48

 
 
 
 
 
Stock based compensation
 
17

 
17

Amortization of intangible assets, premium on receivables, deferred financing costs and discounts
 
57

 
57

Total pre-tax adjustments
 
74

 
74

Income tax impact of pre-tax adjustments at the effective tax rate
 
(18
)
 
(18
)
Adjusted net income
 
$
270

 
$
280

Adjusted net income per diluted share
 
$
3.00

 
$
3.10

 
 
 
 
 
Diluted shares
 
91

 
91

 
 
 
 
 
 
 
2019 GUIDANCE
 
 
Low*
 
High*
Net income
 
$
865

 
$
895

Net income per diluted share
 
$
9.60

 
$
9.90

 
 


 


Stock based compensation
 
65

 
65

Amortization of intangible assets, premium on receivables, deferred financing costs and discounts
 
222

 
222

Impairment of investment
 
16

 
16

Other
 
4

 
4

Total pre-tax adjustments
 
307

 
307

Income tax impact of pre-tax adjustments at the effective tax rate
 
(67
)
 
(67
)
Impact of investment sale on tax
 
$
(65
)
 
$
(65
)
Adjusted net income
 
$
1,040

 
$
1,070

Adjusted net income per diluted share
 
$
11.53

 
$
11.83

 
 
 
 
 
Diluted shares
 
90

 
90

 
 
 
 
 
* Columns may not calculate due to rounding.