FLEETCOR TECHNOLOGIES INC - FORM 8-K - EX-99.1

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Exhibit 99.1

FleetCor Reports Third Quarter 2011 Financial Results

Increases Revenue and Earnings Guidance for 2011

NORCROSS, Ga., November 9, 2011 — FleetCor Technologies, Inc. (NYSE: FLT), a leading independent global provider of specialized payment products to businesses, today reported financial results for its third quarter ended September 30, 2011.

“We are pleased to report another quarter ahead of our internal plan,” said Ron Clarke, chairman, president and chief executive officer, FleetCor Technologies, Inc. “We also made progress on our acquisition strategy and announced a Mexico prepaid fuel card acquisition during the third quarter. The acquisition is consistent with our strategy to build a position in ‘emerging payment markets’ and establishes a beachhead in Latin America from which we expect to expand.”

Financial results for the third quarter of 2011:

GAAP Results

•

Total revenues, net, in the third quarter of 2011 increased 20.2% to $134.2 million compared to $111.7 million in the third quarter of 2010

•

Net income in the third quarter of 2011 increased 21.3% to $40.5 million, or $0.48 per diluted share, compared to $33.4 million, or $0.41 per diluted share in the third quarter of 2010

Non GAAP Results

•

Adjusted revenues¹ (revenues, net less merchant commissions) in the third quarter of 2011 increased 23.4% to $120.9 million compared to $97.9 million in the third quarter of 2010

•

Adjusted net income¹ in the third quarter of 2011 increased 37.5% to $47.3 million, or $0.56 per diluted share, compared to $34.4 million, or $0.41 per diluted share in the third quarter of 2010 on a pro forma basis (to reflect the impact of public company expenses, non-cash compensation expense, increase in the effective tax rate during the third quarter of 2011, and fully diluted shares effective in the third quarter of 2011, as if these changes had occurred during the third quarter of 2010)

“Given our strong results for the third quarter and year to date, our progress on our growth initiatives, and continued positive environmental factors, we are again raising our financial guidance for 2011,” said Eric Dey, chief financial officer FleetCor Technologies, Inc.

2011 Outlook

FleetCor Technologies, Inc. is raising its financial guidance for 2011 as follows:

•

Revenues, net between $500 million and $510 million, up from our previous guidance range of $480 million to $490 million

•

Adjusted Net Income between $173 million and $178 million, up from our previous guidance range of $168 million to $173 million; and

•

Adjusted Net Income per diluted share between $2.08 and $2.12, up from our previous guidance range of $2.00 to $2.05

The Company’s full-year 2011 guidance includes the following:

•

Approximately $2 million of incremental cash operating costs in 2011 for public company costs that did not exist in 2010.

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

•

A 2.3% increase in our effective tax rate from 28.7% of pretax profit in 2010 to 31.0% of pretax profit in 2011.

•

An increase of 2.9 million diluted shares outstanding from 80.8 million shares in 2010 to 83.7 million shares in 2011.

The full year guidance produces a 16.4% full year 2011 revenue growth rate and 28% cash earnings per share growth rate at the midpoint of our guidance range versus 2010 on a pro-forma basis.

This guidance includes the anticipated impact of our Mexican prepaid fuel card acquisition, but does not reflect the impact of any future acquisitions or material new partnership agreements. In addition, our full year guidance assumes that there are no material changes in macroeconomic and business conditions in the fourth quarter as existed at the end of the third quarter.

Conference Call

The Company will host a conference call to discuss third quarter 2011 financial results today at 5:00pm ET. Hosting the call will be Ron Clarke, chief executive officer, and Eric Dey, chief financial officer. The conference call can be accessed live over the phone by dialing 877-941-1428, or for international callers 480-629-9665. 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 4482598. The replay will be available until Wednesday, November 16, 2011. 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” or “expect,” “may,” “will,” “would,” “could” or “should,” the negative of these terms or other comparable terminology. Examples of forward-looking statements in this press release include statements relating to revenue and earnings guidance, economic outlook, assumptions underlying financial guidance, expected expansion in Latin America, and management’s plans for 2011 and confidence in prospects for growth. 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; 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, 2010, filed with the Securities and Exchange Commission on March 25, 2011. 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 revenues are calculated as revenues less merchant commissions. Adjusted net income is calculated as net income, adjusted to eliminate (a) 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 and, (d) loss on the early extinguishment of debt. 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 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 expenses can vary substantially from company to company and from period to period depending upon their financing and accounting methods, the fair value and average expected life of their acquired intangible assets, their capital structures and the method by which their assets were acquired; therefore, we have excluded amortization expense from our adjusted net income. We also exclude loss on the early extinguishment of debt from adjusted net income as this expense is non-cash and is one-time in nature and does not reflect the ongoing operations of the business.

Management uses adjusted revenues and adjusted net income:

•

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

•

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

•

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

•

to evaluate the performance and effectiveness of our operational strategies.

We believe adjusted revenues and adjusted net income are used by 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, The Global Fleet Card Company, is a leading independent global provider of specialized payment products to businesses. FleetCor’s payment programs enable businesses to better manage and 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, Europe, Africa and Asia. For more information, please visit www.fleetcor.com.

Contact:

Investor Relations

investor@fleetcor.com

770-729-2017

FleetCor Technologies, Inc. and subsidiaries

GAAP Consolidated Statements of Income

(In thousands, except per share amounts)

(Unaudited)


	Three Months Ended September 30,						Nine Months Ended September 30,
	2011			2010			2011			2010
Revenues, net	$	134,213		$	111,655		$	379,431		$	327,294

Expenses:
Merchant commissions		13,347			13,711			36,505			39,549
Processing		20,878			17,764			58,585			52,608
Selling		9,484			8,638			26,274			23,155
General and administrative		19,729			13,555			59,718			40,025

		70,775			57,987			198,349			171,957
Depreciation and amortization		9,052			8,925			26,247			25,238

Operating income		61,723			49,062			172,102			146,719

Other income, net		(518	)		(696	)		(608	)		(767	)
Interest expense, net		3,130			5,557			9,944			16,352
Loss on extinguishment of debt		—			—			2,669			—

Total other expense		2,612			4,861			12,005			15,585

Income before income taxes		59,111			44,201			160,097			131,134
Provision for income taxes		18,597			10,803			50,534			40,752

Net income		40,514			33,398			109,563			90,382
Calculation of income attributable to common shareholders:
Convertible preferred stock accrued dividends		—			(4,529	)		—			(13,365	)

Income attributable to common shareholders for basic earnings per share	$	40,514		$	28,869		$	109,563		$	77,017


Basic earnings per share	$	0.50		$	0.85		$	1.36		$	2.26
Diluted earnings per share	$	0.48		$	0.41		$	1.31		$	1.12

Weighted average shares outstanding:
Basic shares		80,819			34,076			80,305			34,025
Diluted shares		83,649			80,880			83,526			80,691

FleetCor Technologies, Inc. and subsidiaries

Consolidated Balance Sheets

(In thousands, except share and par value amounts)


	September 30, 2011			December 31, 2010
	(Unaudited)
Assets

Current assets:
Cash and cash equivalents	$	137,284		$	114,804
Restricted cash		57,399			62,341
Accounts receivable (less allowance for doubtful accounts of $14,966 and $14,256, respectively)		419,530			260,163
Securitized accounts receivable - restricted for securitization investors		150,000			144,000
Prepaid expenses and other current assets		18,126			33,191
Deferred income taxes		4,594			4,484

Total current assets		786,933			618,983

Property and equipment		90,435			83,013
Less accumulated depreciation and amortization		(60,069	)		(56,195	)

Net property and equipment		30,366			26,818
Goodwill		642,799			601,666
Other intangibles, net		234,135			193,861
Other assets		45,310			42,790

Total assets	$	1,739,543		$	1,484,118


Liabilities and Stockholders’ Equity

Current liabilities:
Accounts payable	$	241,423		$	177,644
Accrued expenses		29,192			49,176
Customer deposits		168,259			78,685
Securitization facility		150,000			144,000
Current portion of notes payable and other obligations		15,243			11,617

Total current liabilities		604,117			461,122


Notes payable and other obligations, less current portion		281,481			313,796
Deferred income taxes		92,121			83,255

Total noncurrent liabilities		373,602			397,051


Commitments and contingencies

Stockholders’ equity:
Common stock, $0.001 par value; 475,000,000 shares authorized, 113,122,381 shares issued and 81,240,711 shares outstanding at September 30, 2011; and 475,000,000 shares authorized, 111,522,354 shares issued and 79,655,213 shares outstanding at December 31, 2010		113			112
Additional paid-in capital		449,294			421,991
Retained earnings		496,726			387,163
Accumulated other comprehensive loss		(8,646	)		(8,101	)
Less treasury stock, 31,881,670 shares at September 30, 2011 and 31,867,141 shares at December 31, 2010		(175,663	)		(175,220	)

Total stockholders’ equity		761,824			625,945

Total liabilities and stockholders’ equity	$	1,739,543		$	1,484,118

FleetCor Technologies, Inc. and Subsidiaries

Consolidated Statements of Cash Flows

(In Thousands)

(Unaudited)


	Nine Months Ended September 30,
	2011			2010
Operating activities
Net income	$	109,563		$	90,382
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation		8,477			8,562
Stock-based compensation		15,622			2,453
Provision for losses on accounts receivable		13,600			15,097
Amortization of deferred financing costs		1,351			1,480
Amortization of intangible assets		13,969			12,749
Amortization of premium on receivables		2,450			2,447
Deferred income taxes		(863	)		(3,107	)
Loss on extinguishment of debt		2,669			—
Changes in operating assets and liabilities (net of acquisitions):
Restricted cash		4,942			2,052
Accounts receivable		(140,491	)		(60,301	)
Prepaid expenses and other current assets		14,732			(10,969	)
Other assets		(81	)		(408	)
Excess tax benefits related to stock-based compensation		(8,170	)		—
Accounts payable, accrued expenses and customer deposits		32,747			46,415

Net cash provided by operating activities		70,517			106,852


Investing activities
Acquisitions, net of cash acquired		(21,933	)		(6,216	)
Purchases of property and equipment		(8,408	)		(7,074	)

Net cash used in investing activities		(30,341	)		(13,290	)


Financing activities
Excess tax benefits related to stock-based compensation		8,170			—
Borrowings (payments) on securitization facility, net		6,000			(51,000	)
Deferred financing costs paid		(7,839	)		(1,067	)
Proceeds from issuance of common stock		5,066			480
Principal payments on notes payable		(335,215	)		(17,585	)
Proceeds from notes payable		300,000			—
Principal payments on other obligations		—			(15	)
Other		(179	)		—

Net cash used in financing activities		(23,997	)		(69,187	)

Effect of foreign currency exchange rates on cash		6,301			1,697

Net increase in cash and cash equivalents		22,480			26,072
Cash and cash equivalents, beginning of period		114,804			84,701

Cash and cash equivalents, end of period	$	137,284		$	110,773


Supplemental cash flow information
Cash paid for interest	$	11,213		$	16,851

Cash paid for income taxes	$	35,171		$	40,604

Adoption of new accounting guidance related to asset securitization facility		—		$	218,000

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 September 30,				Nine Months Ended September 30,
	2011		2010		2011		2010

Revenues, net	$	134,213	$	111,655	$	379,431	$	327,294
Merchant commissions		13,347		13,711		36,505		39,549

Total adjusted revenues	$	120,866	$	97,944	$	342,926	$	287,745

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


	Three Months Ended September 30,						Nine Months Ended September 30,						Year Ended
	2011			2010			2011			2010			2010
Net income	$	40,514		$	33,398		$	109,563		$	90,382		$	107,896

Stock based compensation		3,739			716			15,832			2,453			26,755
Amortization of intangible assets		4,782			4,335			13,969			12,749			17,203
Amortization of premium on receivables		816			815			2,450			2,447			3,263
Amortization of deferred financing costs		508			536			1,351			1,480			2,016
Loss on extinguishment of debt		—			—			2,669			—			—


Total pre-tax adjustments		9,845			6,402			36,271			19,129			49,237

Income tax impact of pre-tax adjustments at the effective tax rate		(3,097	)		(1,565	)		(11,449	)		(5,945	)		(14,120	)


Adjusted net income	$	47,262		$	38,235		$	134,385		$	103,566		$	143,013

Adjusted net income per diluted share	$	0.56		$	0.47		$	1.61		$	1.28		$	1.77

Diluted shares		83,649			80,880			83,526			80,691			80,751

For the periods presented below, the following table reconciles 2010 actual results to 2010 pro forma results, which reflects the impact of stock-based compensation expense related to share-based compensation awards, public company expenses and a decrease in the effective tax rate, effective during 2011, as if these changes had occurred in 2010:


	Three Months Ended September 30, 2010			QTD Q3 2011 Changes¹			Pro forma QTD September 30, 2010			Nine Months Ended September 30, 2010			YTD Q3 2011 Changes¹			Pro forma YTD September 30, 2010			Year Ended 2010			2011 Changes²			Pro forma 2010

Income before income taxes	$	44,201		$	(3,485	)	$	40,716		$	131,134		$	(17,276	)	$	113,858		$	151,280		$	3,035		$	154,315
Provision for income taxes		10,803			2,007			12,810			40,752			(4,813	)		35,939			43,384			4,454			47,838

Net income		33,398			(5,492	)		27,906			90,382			(12,463	)		77,919			107,896			(1,419	)		106,477

Stock based compensation		716			3,023			3,739			2,453			13,379			15,832			26,755			(6,788	)		19,967
Amortization of intangible assets		4,335			—			4,335			12,749			—			12,749			17,203			—			17,203
Amortization of premium on receivables		815			—			815			2,447			—			2,447			3,263			—			3,263
Amortization of deferred financing costs		536			—			536			1,480			—			1,480			2,016			—			2,016
Loss on extinguishment of debt		—			—			—			—			2,669			2,669			—			2,669			2,669


Total pre-tax adjustments		6,402			3,023			9,425			19,129			16,048			35,177			49,237			(4,119	)		45,118

Income tax impact of pre-tax adjustments at the effective tax rate		(1,565	)		(1,400	)		(2,965	)		(5,945	)		(5,159	)		(11,104	)		(14,120	)		134			(13,987	)


Adjusted net income	$	38,235		$	(3,869	)	$	34,366		$	103,566		$	(1,574	)	$	101,992		$	143,013		$	(5,404	)	$	137,608

Adjusted net income per diluted share	$	0.47					$	0.41		$	1.28					$	1.22		$	1.77					$	1.64

Diluted shares		80,880						83,649			80,691						83,526			80,751						83,700

Q3 QTD September 30, 2011 changes include approximately $0.5 million in incremental cash operating costs for public company expenses, $3.0 million of non-cash compensation expenses associated with our stock plan, and a 7.1% increase in our effective tax rate from 24.4% for the QTD ended September 30, 2010 to 31.5% for the QTD ended September 30, 2011. Additionally, QTD September 30, 2011 reflects an increase of 2.7 million diluted shares outstanding, from 80.9 million for the QTD September 30, 2010 to 83.6 million for the QTD September 30, 2011.

Q3 YTD September 30, 2011 changes include approximately $1.2 million in incremental cash operating costs for public company expenses, $2.7 million in losses on the extinguishment of debt, $13.4 million of non-cash compensation expenses associated with our stock plan, and a 0.5% increase in our effective tax rate from 31.1% for the YTD ended September 30, 2010 to 31.6% for the YTD ended September 30, 2011. Additionally, YTD September 30, 2011 reflects an increase of 2.8 million diluted shares outstanding, from 80.7 million for the YTD September 30, 2010 to 83.5 million for the YTD September 30, 2011.

2011 changes include approximately $1.8 million in incremental cash operating costs for public company expenses, $2.7 million in losses on the extinguishment of debt, $16.2 million of non-cash compensation expenses associated with our stock plan, $23.0 million of non-cash compensation expense associated with our IPO, and a 2.3% increase in our effective tax rate from 28.7% in 2010 to 31.0% in 2011. Additionally, 2011 reflects an increase of 2.9 million diluted shares outstanding, from 80.8 million at in 2010 to 83.7 million in 2011.

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 September 30,										Nine Months Ended September 30,
	2011		2010		Change			% Change			2011		2010		Change			% Change

NORTH AMERICA
- Transactions		39,884		38,976		908			2.3	%		114,667		111,930		2,737			2.4	%
- Revenues, net per transaction	$	2.33	$	1.92	$	0.41			21.4	%	$	2.25	$	1.96	$	0.29			14.8	%
- Revenues, net	$	92,995	$	74,784	$	18,211			24.4	%	$	257,444	$	219,447	$	37,997			17.3	%

INTERNATIONAL¹
- Transactions³		14,276		10,614		3,662			34.5	%		36,196		30,829		5,367			17.4	%
- Revenues, net per transaction³	$	2.89	$	3.45	$	(0.56	)		-16.2	%	$	3.37	$	3.47	$	(0.10	)		-2.9	%
- Revenues, net	$	41,218	$	36,623	$	4,595			12.5	%	$	121,987	$	107,018	$	14,969			14.0	%

FLEETCOR CONSOLIDATED REVENUES¹
- Transactions³		54,160		49,590		4,570			9.2	%		150,863		142,759		8,104			5.7	%
- Revenues, net per transaction³	$	2.48	$	2.25	$	0.23			10.2	%	$	2.52	$	2.29	$	0.23			10.0	%
- Revenues, net	$	134,213	$	111,407	$	22,806			20.5	%	$	379,431	$	326,465	$	52,966			16.2	%

FLEETCOR CONSOLIDATED ADJUSTED REVENUES^1,2
- Transactions³		54,160		49,590		4,570			9.2	%		150,863		142,759		8,104			5.7	%
- Adjusted Revenues per transaction³	$	2.23	$	1.97	$	0.26			13.2	%	$	2.27	$	2.01	$	0.26			12.9	%
- Adjusted Revenues	$	120,866	$	97,696	$	23,170			23.7	%	$	342,926	$	286,916	$	56,010			19.5	%

Calculation of revenue per transaction for our International segment and on a consolidated basis for the three and nine months ended September 30, 2010 excludes the impact of a non-renewed partner contract in Europe, inherited from an acquisition, which we chose not to renew. This non-renewed contract contributed approximately 0.3 million transactions and $0.2 million in revenues, net to our International segment in the three months ended September 30, 2010; and approximately 3.6 million transactions and $0.8 million in revenues, net to our International segment in the nine months ended September 30, 2010. This contract had a high number of transactions and very little revenue and had a $0.09 and $0.36 negative impact on our International segment revenue per transaction in the three and nine months ended September 30, 2010, respectively. We believe that excluding the impact of this contract is a more effective measure for evaluating the Company’s revenue performance of its continuing business. Revenues, net, excluding the impact of a non-renewed partner contract in Europe for our International segment and on a consolidated basis are supplemental non-GAAP financial measures of performance. The results from our Mexican prepaid fuel card and food voucher business acquired during the third quarter of 2011 are reported in our International segment.

²	Adjusted revenues is a non-gaap financial measure defined as revenues, net less merchant commissions. The Company believes this measure is a more effective way to evaluate the Company’s revenue performance. Refer to Exhibit 1 for a reconciliation of revenues, net to adjusted revenues.

³	The presentation of prior quarters presented herein has been conformed to the current period presentation that eliminates certain intercompany transactions.

Exhibit 3

GAAP Segment Results

(In thousands)

(Unaudited)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2011		2010		2011		2010
Revenues, net:
North America	$	92,995	$	74,784	$	257,444	$	219,447
International¹		41,218		36,871		121,987		107,847

	$	134,213	$	111,655	$	379,431	$	327,294


Operating income:
North America	$	43,335	$	31,541	$	115,325	$	95,643
International¹		18,388		17,521		56,777		51,076

	$	61,723	$	49,062	$	172,102	$	146,719


Depreciation and amortization:
North America	$	4,990	$	5,521	$	14,821	$	15,251
International¹		4,062		3,404		11,426		9,987

	$	9,052	$	8,925	$	26,247	$	25,238


Capital expenditures:
North America	$	1,142	$	1,210	$	3,975	$	4,860
International¹		1,350		887		4,433		2,214

	$	2,492	$	2,097	$	8,408	$	7,074

¹	The results from our Mexican prepaid fuel card and food voucher business acquired during the third quarter of 2011 are reported in our International segment.

FLEETCOR TECHNOLOGIES INC - FORM 8-K - EX-99.1 - November 9, 2011

Attached files

FLEETCOR TECHNOLOGIES INC Reports