Document


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): November 1, 2016
 
________________________________________________________ 
FleetCor Technologies, Inc.
________________________________________________________ 
(Exact name of registrant as specified in its charter)
 
 
 
 
 
 
 
Delaware
 
001-35004
 
72-1074903
(State or other jurisdiction
of incorporation)
 
(Commission
File Number)
 
(I.R.S. Employer
Identification No.)
 
 
 
5445 Triangle Parkway, Suite 400,
Norcross, Georgia
 
 
 
30092
(Address of principal executive offices)
 
 
 
(Zip Code)
Registrant’s telephone number, including area code: (770) 449-0479
Not Applicable

Former name or former address, if changed since last report
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
¨
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))





Item 2.02 Results of Operations and Financial Condition.
On November 1, 2016, FleetCor Technologies, Inc. issued a press release announcing its financial results for the three and nine months ended September 30, 2016. A copy of the press release is attached as Exhibit 99.1, which is incorporated by reference in its entirety. The information in this item, including Exhibit 99.1, is being furnished, not filed. Accordingly, the information in this item will not be incorporated by reference into any registration statement filed by FleetCor Technologies, Inc. under the Securities Act of 1933, as amended, unless specifically identified as being incorporated into it by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. 99.1 FleetCor Technologies, Inc. press release dated November 1, 2016.






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.
 
 
 
November 1, 2016
 
 
 
By:   /s/ Eric R. Dey
 
 
 
 
 
 
Eric R. Dey
 
 
 
 
 
 
Chief Financial Officer







Exhibit Index
 
 
 
 
Exhibit No.
  
Description
 
 
99.1
  
FleetCor Technologies, Inc. press release dated November 1, 2016.


Exhibit


Exhibit 99.1
FleetCor Reports Third Quarter 2016 Financial Results

Raises 2016 Guidance


NORCROSS, Ga., November 1, 2016 — FleetCor Technologies, Inc. (NYSE: FLT), a leading global provider of fuel cards and workforce payment products to businesses, today reported financial results for its third quarter ended September 30, 2016.

“We delivered a solid quarter, slightly ahead of our expectations. Adjusted net earnings per share grew 15% on a reported basis, and 25% on a macro neutral basis, ahead of our stated target”, said Ron Clarke, Chairman and CEO, FleetCor Technologies, Inc. “We also completed the STP and Travelcard acquisitions during the third quarter, and are beginning our transformation work with both assets.”


Financial Results for Third Quarter 2016:

GAAP Results
Total revenues increased 7% to $484.4 million in the third quarter of 2016 compared to $451.5 million in the third quarter of 2015.
GAAP net income increased 11% to $129.6 million in the third quarter of 2016 compared to $116.8 million in the third quarter of 2015.
GAAP net income per diluted share increased 10% to $1.36 in the third quarter of 2016 compared to $1.24 per diluted share in the third quarter of 2015.

Non-GAAP Results1 
Adjusted revenues1 (revenues, net less merchant commissions) increased 9% to $456.2 million in the third quarter of 2016 compared to $419.8 million in the third quarter of 2015.
Adjusted net income1 increased 16% to $183.3 million in the third quarter of 2016 compared to $157.6 million in the third quarter of 2015.
Adjusted net income per diluted share1 increased 15% to $1.92 in the third quarter of 2016 compared to $1.67 in the third quarter of 2015.

“We believe macro-economic headwinds impacted our business in the third quarter by approximately $28 million in revenue or approximately $0.16 in adjusted net income per diluted share on a year over year basis,” said Eric Dey, chief financial officer FleetCor Technologies, Inc. “We are raising our guidance to reflect our third quarter results compared to our expectations.”


Fiscal Year 2016 Outlook:

Total revenues between $1,810 million and $1,830 million;
GAAP net income1 between $469 million and $477 million;
GAAP net income per diluted share1 between $4.94 and $5.02;
Adjusted net income1 between $648 million and $654 million; and
Adjusted net income per diluted share1 between $6.82 and $6.90.

FleetCor’s fiscal-year guidance assumptions for the fourth quarter of 2016 are as follows:

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







Weighted average fuel price of $2.29 for the fourth quarter of 2016 compared to the $2.31 assumption used in our prior guidance and approximately $2.35 per gallon average in the fourth quarter of 2015.
Market spreads lower in the fourth quarter of 2016 compared to the fourth quarter of 2015 and unchanged from assumptions used in the last earnings call.
Foreign exchange rates equal to the seven day average ended October 13, 2016. The impact of the pound negatively impacts prior guidance for the fourth quarter by approximately $2 million.
Same store sales softness in the fourth quarter of approximately 3%.
Continued weakness in the Company’s Brazilian and Russian businesses.
Fully diluted shares outstanding of approximately 95.2 million shares.
Fourth quarter tax rate of approximately 30.0%.

Conference Call
The company will host a conference call to discuss third quarter 2016 financial results today at 5:00pm ET. Hosting the call will be Ron Clarke, chief executive officer, and Eric Dey, chief financial officer. The conference call can be accessed live over the phone by dialing (877) 407-0784, or for international callers (201) 689-8560. A replay will be available one hour after the call and can be accessed by dialing (877) 870-5176 or (858) 384-5517 for international callers; the conference ID is 13647922. The replay will be available until November 8, 2016. The call will be webcast live from the company's investor relations website at investor.fleetcor.com.

Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the federal securities laws. Statements that are not historical facts, including statements about FleetCor's beliefs, expectations and future performance, are forward-looking statements. Forward-looking statements can be identified by the use of words such as "anticipate," "intend," "believe," "estimate," "plan," "seek," "project," "expect," "may," "will," "would," "could" or "should," the negative of these terms or other comparable terminology. Examples of forward-looking statements in this press release include statements relating to macro- economic conditions and estimated impact of these conditions on our operations and financial results, revenue and earnings guidance and assumptions underlying financial guidance. These forward-looking statements are subject to a number of risks and uncertainties that could cause actual results to differ materially from those contained in any forward-looking statement, such as fuel price and spread volatility; the impact of foreign exchange rates on operations, revenue and income; the effects of general economic conditions on fueling patterns and the commercial activity of fleets; changes in credit risk of customers and associated losses; the actions of regulators relating to payment cards or resulting from investigations; failure to maintain or renew key business relationships; failure to maintain competitive offerings; failure to maintain or renew sources of financing; failure to complete, or delays in completing, anticipated new partnership arrangements or acquisitions and the failure to successfully integrate or otherwise achieve anticipated benefits from such partnerships or acquired businesses; failure to successfully expand business internationally, as well as the other risks and uncertainties identified under the caption "Risk Factors" in FleetCor's Annual Report on Form 10-K for the year ended December 31, 2015, filed with the Securities and Exchange Commission on February 29, 2016. FleetCor believes these forward-looking statements are reasonable; however, forward-looking statements are not a guarantee of performance, and undue reliance should not be placed on such statements. The forward-looking statements included in this press release are made only as of the date hereof, and FleetCor does not undertake, and specifically disclaims, any obligation to update any such statements or to publicly announce the results of any revisions to any of such statements to reflect future events or developments.

About Non-GAAP Financial Measures
Adjusted revenue is calculated as revenues, net less merchant commissions. Adjusted net income is calculated as net income, adjusted to eliminate (a) non-cash stock based compensation expense related to share based compensation awards, (b) amortization of deferred financing costs, discounts and intangible assets, (c) amortization of the premium recognized on the purchase of receivables, (d) our proportionate share of amortization of intangible assets at our equity method investment and (e) a non-recurring net gain at our equity method investment. The company uses adjusted revenue’s as a basis to evaluate the company’s revenues, net of the commissions that are paid to merchants to participate in our card programs. The commissions paid to merchants can vary when market spreads fluctuate in much the same way as revenues are impacted when market spreads fluctuate. The company believes this is a more effective way to evaluate the company’s revenue performance. We prepare adjusted net income to eliminate the effect of items that we do not consider indicative of our core operating performance. Adjusted revenues and adjusted net income are supplemental measures of operating performance that do not represent and should not be considered as an alternative to revenues, net, net income or cash flow from operations, as determined by U.S. generally accepted accounting principles, or U.S. GAAP, and our calculation thereof may not be comparable to that reported






by other companies. We believe it is useful to exclude non-cash stock based compensation expense from adjusted net income because non-cash equity grants made at a certain price and point in time do not necessarily reflect how our business is performing at any particular time and stock based compensation expense is not a key measure of our core operating performance. We also believe that amortization expense can vary substantially from company to company and from period to period depending upon their financing and accounting methods, the fair value and average expected life of their acquired intangible assets, their capital structures and the method by which their assets were acquired; therefore, we have excluded amortization expense from our adjusted net income. We also believe one-time non-recurring gains do not necessarily reflect how our equity method investment and business is performing. Reconciliations of GAAP results to non-GAAP results are provided in the attached exhibit 1. A reconciliation of GAAP to non-GAAP guidance is provided in the attached exhibit 4.

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

Contact:
Investor Relations
investor@fleetcor.com
(770) 729-2017








FleetCor Technologies, Inc. and subsidiaries
Unaudited Consolidated Statements of Income
(In thousands, except per share amounts)
 
 
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
 
2016¹

2015
 
2016¹
 
2015
Revenues, net
 
$
484,426

 
$
451,493

 
$
1,316,593

 
$
1,272,264

Expenses:
 
 
 

 
 
 
 
Merchant commissions
 
28,214

 
31,726

 
78,755

 
80,777

Processing
 
96,233

 
90,959

 
256,738

 
246,879

Selling
 
34,180

 
27,383

 
92,680

 
81,011

General and administrative
 
77,904

 
66,142

 
209,084

 
199,252

Depreciation and amortization
 
57,084

 
48,526

 
141,848

 
145,435

Other operating, net
 
(244
)
 
(1,703
)
 
(690
)
 
(2,475
)
Operating income
 
191,055

 
188,460

 
538,178

 
521,385

Equity method investment loss (income)
 
2,744

 
6,108

 
(2,247
)
 
13,926

Other expense (income), net
 
293

 
(168
)
 
1,056

 
2,345

Interest expense, net
 
17,814

 
17,163

 
49,905

 
54,818

Total other expense
 
20,851

 
23,103

 
48,714

 
71,089

Income before income taxes
 
170,204

 
165,357

 
489,464

 
450,296

Provision for income taxes
 
40,586

 
48,587

 
132,503

 
140,695

Net income
 
$
129,618

 
$
116,770

 
$
356,961

 
$
309,601

Basic earnings per share
 
$
1.40

 
$
1.27

 
$
3.85

 
$
3.37

Diluted earnings per share
 
$
1.36

 
$
1.24

 
$
3.75

 
$
3.29

Weighted average shares outstanding:
 
 
 

 

 

Basic shares
 
92,631

 
92,110

 
92,604

 
91,923

Diluted shares
 
95,307

 
94,157

 
95,204

 
94,069

1 


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.

 






FleetCor Technologies, Inc. and subsidiaries
Consolidated Balance Sheets
(In thousands, except share and par value amounts)
 
 
 
September 30, 2016
 
December 31, 2015
 
 
(Unaudited)
 
 
Assets
 
 
 
 
Current assets:
 
 
 
 
Cash and cash equivalents
 
$
405,435

 
$
447,152

Restricted cash
 
199,319

 
167,492

Accounts receivable (less allowance for doubtful accounts of $30,072 and $21,903, at September 30, 2016 and December 31, 2015, respectively)
 
1,354,306

 
638,954

Securitized accounts receivable — restricted for securitization investors
 
656,000

 
614,000

Prepaid expenses and other current assets
 
80,837

 
68,113

Deferred income taxes
 
8,879

 
8,913

Total current assets
 
2,704,776

 
1,944,624

Property and equipment
 
251,394

 
163,569

Less accumulated depreciation and amortization
 
(106,908
)
 
(82,809
)
Net property and equipment
 
144,486

 
80,760

Goodwill
 
4,183,981

 
3,546,034

Other intangibles, net
 
2,758,877

 
2,183,595

Equity method investment
 
79,717

 
76,568

Other assets
 
63,837

 
58,225

Total assets
 
$
9,935,674

 
$
7,889,806

Liabilities and Stockholders’ Equity
 
 
 
 
Current liabilities:
 
 
 
 
Accounts payable
 
$
1,230,339

 
$
669,528

Accrued expenses
 
226,006

 
150,677

Customer deposits
 
595,405

 
507,233

Securitization facility
 
656,000

 
614,000

Current portion of notes payable and other obligations
 
727,763

 
261,100

Other current liabilities
 
39,080

 
44,936

Total current liabilities
 
3,474,593

 
2,247,474

Notes payable and other obligations, less current portion
 
2,552,357

 
2,059,900

Deferred income taxes
 
692,221

 
713,428

Other noncurrent liabilities
 
37,982

 
38,957

Total noncurrent liabilities
 
3,282,560

 
2,812,285

Commitments and contingencies
 
 
 
 
Stockholders’ equity:
 
 
 
 
Common stock, $0.001 par value; 475,000,000 shares authorized, 121,188,761 shares issued and 92,765,739 shares outstanding at September 30, 2016; and 120,539,041 shares issued and 92,376,335 shares outstanding at December 31, 2015
 
121

 
121

Additional paid-in capital
 
2,057,562

 
1,988,917

Retained earnings
 
2,123,297

 
1,766,336

Accumulated other comprehensive loss
 
(612,150
)
 
(570,811
)
Less treasury stock, 28,423,022 and 28,162,706 shares at September 30, 2016 and December 31, 2015, respectively
 
(390,309
)
 
(354,516
)
Total stockholders’ equity
 
3,178,521

 
2,830,047

Total liabilities and stockholders’ equity
 
$
9,935,674

 
$
7,889,806







FleetCor Technologies, Inc. and Subsidiaries
Unaudited Consolidated Statements of Cash Flows
(In Thousands)
 
 
 
Nine Months Ended September 30,
 
 
2016

2015
Operating activities
 
 
 
 
Net income
 
$
356,961

 
$
309,601

Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
 
Depreciation
 
25,706

 
22,941

Stock-based compensation
 
50,025

 
44,387

Provision for losses on accounts receivable
 
24,512

 
18,287

Amortization of deferred financing costs and discounts
 
5,568

 
5,295

Amortization of intangible assets
 
112,455

 
120,055

Amortization of premium on receivables
 
3,687

 
2,439

Deferred income taxes
 
(23,566
)
 
(27,640
)
Equity method investment (income) loss
 
(2,247
)
 
13,926

Other non-cash operating income
 
(690
)
 
(2,476
)
Changes in operating assets and liabilities (net of acquisitions):
 
 
 
 
Restricted cash
 
(28,744
)
 
5,697

Accounts receivable
 
(529,268
)
 
(71,310
)
Prepaid expenses and other current assets
 
(1,291
)
 
2,724

Other assets
 
(9,115
)
 
(3,297
)
Excess tax benefits related to stock-based compensation
 

 
(24,455
)
Accounts payable, accrued expenses and customer deposits
 
420,293

 
108,278

Net cash provided by operating activities
 
404,286

 
524,452

Investing activities
 
 
 
 
Acquisitions, net of cash acquired
 
(1,331,079
)
 
(9,239
)
Purchases of property and equipment
 
(41,877
)
 
(29,526
)
Other
 
1,411

 
(7,782
)
Net cash used in investing activities
 
(1,371,545
)
 
(46,547
)
Financing activities
 
 
 
 
Excess tax benefits related to stock-based compensation
 

 
24,455

Proceeds from issuance of common stock
 
18,620

 
13,977

Repurchase of common stock
 
(35,492
)
 

Borrowings (payments) on securitization facility, net
 
42,000

 
(10,000
)
Deferred financing costs paid
 
(2,272
)
 

Borrowings from notes payable
 
600,000

 

Principal payments on notes payable
 
(85,125
)
 
(77,625
)
Borrowings from revolver — A Facility
 
1,105,107

 

Payments on revolver — A Facility
 
(670,940
)
 
(411,818
)
Borrowings (payments) on swing line of credit, net
 
5,188

 
(601
)
Payment of contingent consideration
 

 
(40,310
)
Other
 
(673
)
 
(342
)
Net cash provided by (used in) financing activities
 
976,413

 
(502,264
)
Effect of foreign currency exchange rates on cash
 
(50,871
)
 
(30,320
)
Net decrease in cash and cash equivalent
 
(41,717
)
 
(54,679
)
Cash and cash equivalents, beginning of period
 
447,152

 
477,069

Cash and cash equivalents, end of period
 
$
405,435

 
$
422,390

Supplemental cash flow information
 
 
 
 
Cash paid for interest
 
$
48,525

 
$
55,959

Cash paid for income taxes
 
$
79,599

 
$
47,339







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,
 
 
2016

2015
 
2016
 
2015
Revenues, net
 
$
484,426

 
$
451,493

 
$
1,316,593

 
$
1,272,264

Merchant commissions
 
28,214

 
31,726

 
78,755

 
80,777

Total adjusted revenues
 
$
456,212

 
$
419,767

 
$
1,237,838

 
$
1,191,487


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,
 
 
 
2016²

2015
 
2016²
 
2015
 
Net income
 
$
129,618

 
$
116,770

 
$
356,961

 
$
309,601

 
Stock based compensation
 
17,405

 
13,887

 
50,025

 
44,387

 
Amortization of intangible assets
 
46,341

 
39,869

 
112,455

 
120,055

 
Amortization of premium on receivables
 
1,348

 
812

 
3,687

 
2,439

 
Amortization of deferred financing costs and discounts
 
1,917

 
1,778

 
5,568

 
5,295

 
Amortization of intangibles at equity method investment
 
2,406

 
3,032

 
7,533

 
8,404

 
Non recurring net gain at equity method investment
 

 

 
(10,845
)
 

 
Total pre-tax adjustments
 
69,417

 
59,378

 
168,423

 
180,580

 
Income tax impact of pre-tax adjustments at the effective tax rate*
 
(15,726
)
 
(18,579
)
1 
(46,705
)
 
(57,758
)
1 
Adjusted net income
 
$
183,310

 
$
157,570

 
$
478,679

 
$
432,424

 
Adjusted net income per diluted share
 
$
1.92

 
$
1.67

 
$
5.03

 
$
4.60

 
Diluted shares
 
95,307

 
94,157

 
95,204

 
94,069

 
 
1 

Effective tax rate utilized excludes the impact of a one time tax benefit recognized during the three months ended September 30, 2015 of approximately $7.9 million.
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 the share-based compensation, including the income tax consequences.
* 

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 reversed during 2016.







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,
 
 
 
2016

2015
 
Change
 
% Change
 
2016
 
2015
 
Change
 
% Change
 
NORTH AMERICA
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
'- Transactions2
 
371,198

 
371,518

 
(320
)
 
(0.1
)%
 
1,217,292

 
1,145,259

 
72,033

 
6.3
 %
 
'- Revenues, net per transaction
 
$
0.93

 
$
0.90

 
$
0.03

 
3.4
 %
 
$
0.78

 
$
0.80

 
$
(0.02
)
 
(2.6
)%
 
'- Revenues, net
 
$
345,868

 
$
334,944

 
$
10,924

 
3.3
 %
 
$
950,542

 
$
918,333

 
$
32,209

 
3.5
 %
 
INTERNATIONAL
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
'- Transactions
 
127,390

 
45,588

 
81,802

 
179.4
 %
 
233,340

 
138,041

 
95,299

 
69.0
 %
 
'- Revenues, net per transaction
 
$
1.09

 
$
2.56

 
$
(1.47
)
 
(57.5
)%
 
$
1.57

 
$
2.56

 
$
(1.00
)
 
(38.8
)%
 
'- Revenues, net
 
$
138,558

 
$
116,549

 
$
22,009

 
18.9
 %
 
$
366,051

 
$
353,931

 
$
12,120

 
3.4
 %
 
FLEETCOR CONSOLIDATED REVENUES
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
'- Transactions2
 
498,588

 
417,106

 
81,482

 
19.5
 %
 
1,450,632

 
1,283,300

 
167,332

 
13.0
 %
 
'- Revenues, net per transaction
 
$
0.97

 
$
1.08

 
$
(0.11
)
 
(10.2
)%
 
$
0.91

 
$
0.99

 
$
(0.08
)
 
(8.5
)%
 
'- Revenues, net
 
$
484,426

 
$
451,493

 
$
32,933

 
7.3
 %
 
$
1,316,593

 
$
1,272,264

 
$
44,329

 
3.5
 %
 
FLEETCOR CONSOLIDATED ADJUSTED REVENUES1
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
'- Transactions2
 
498,588

 
417,106

 
81,482

 
19.5
 %
 
1,450,632

 
1,283,300

 
167,332

 
13.0
 %
 
'- Adjusted revenues per transaction
 
$
0.92

 
$
1.01

 
$
(0.09
)
 
(9.1
)%
 
$
0.85

 
$
0.93

 
$
(0.08
)
 
(8.1
)%
 
'- Adjusted revenues
 
$
456,212

 
$
419,767

 
$
36,445

 
8.7
 %
 
$
1,237,838

 
$
1,191,487

 
$
46,351

 
3.9
 %
 
 
1

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

Includes approximately 270 million and 274 million transactions for the three months ended September 30, 2016 and 2015, respectively, and approximately 924 million and 872 million transactions for the nine months ended September 30, 2016 and 2015, respectively, related to our SVS business acquired with Comdata in the fourth quarter of 2014.
 
Sources of Revenue3
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
 
 
2016

2015
 
Change
 
% Change
 
2016
 
2015
 
Change
 
% Change
 
Revenue from customers and partners
 
57.0
%
 
53.3
%
 
3.7
 %
 
6.9
 %
 
55.3
%
 
52.5
%
 
2.8
 %
 
5.3
 %
 
Revenue from merchants and networks
 
43.0
%
 
46.7
%
 
(3.7
)%
 
(7.9
)%
 
44.7
%
 
47.5
%
 
(2.8
)%
 
(5.9
)%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Revenue directly tied to fuel-price spreads
 
11.2
%
 
13.0
%
 
(1.8
)%
 
(13.8
)%
 
11.2
%
 
12.4
%
 
(1.2
)%
 
(9.7
)%
 
Revenue directly influenced by absolute price of fuel
 
14.0
%
 
15.3
%
 
(1.3
)%
 
(8.5
)%
 
14.3
%
 
15.5
%
 
(1.2
)%
 
(7.7
)%
 
Revenue from program fees, late fees, interest and other
 
74.8
%
 
71.7
%
 
3.1
 %
 
4.3
 %
 
74.5
%
 
72.1
%
 
2.4
 %
 
3.3
 %
 
 
3

Expressed as a percentage of consolidated revenue.






Exhibit 3
Segment Results
(In thousands)
(Unaudited)
 
 
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
 
2016

2015
 
2016
 
2015
Revenues, net:
 
 
 
 
 
 
 
 
North America
 
$
345,868

 
$
334,944

 
$
950,542

 
$
918,333

International
 
138,558

 
116,549

 
366,051

 
353,931

 
 
$
484,426

 
$
451,493

 
$
1,316,593

 
$
1,272,264

Operating income:
 
 
 
 
 
 
 
 
North America
 
$
135,760

 
$
132,428

 
$
367,221

 
$
351,778

International
 
55,295

 
56,032

 
170,957

 
169,607

 
 
$
191,055

 
$
188,460

 
$
538,178

 
$
521,385

Depreciation and amortization:
 
 
 
 
 
 
 
 
North America
 
$
32,739

 
$
32,257

 
$
96,351

 
$
96,200

International
 
24,345

 
16,269

 
45,497

 
49,235

 
 
$
57,084

 
$
48,526

 
$
141,848

 
$
145,435

Capital expenditures:
 
 
 
 
 
 
 
 
North America
 
$
11,980

 
$
6,493

 
$
28,501

 
$
14,510

International
 
5,140

 
6,799

 
13,376

 
15,016

 
 
$
17,120

 
$
13,292

 
$
41,877

 
$
29,526







































Exhibit 4
RECONCILIATION OF NON-GAAP GUIDANCE MEASURES
(In millions, except per share amounts)
(Unaudited)


The following table reconciles 2016 financial guidance for net income to adjusted net income and adjusted net income per diluted share, at both ends of the range:

 
 
2016 Guidance
 
 
Low*
 
High*
Net income
 
$
469

 
$
477

Net income per diluted share
 
$
4.94

 
$
5.02

 
 
 
 
 
Stock based compensation
 
66

 
66

Amortization of intangible assets, premium on receivables, deferred financing costs and discounts
 
186

 
186

Amortization of intangibles at equity method investment
 
10

 
10

Non recurring net gain at equity method investment
 
(11
)
 
(11
)
Total pre-tax adjustments
 
252

 
252

Income tax impact of pre-tax adjustments at the effective tax rate**
 
(74
)
 
(74
)
Adjusted net income
 
$
648

 
$
654

Adjusted net income per diluted share
 
$
6.82

 
$
6.90

 
 
 
 
 
Diluted shares
 
95

 
95

 
 
 
 
 
* Columns may not calculate due to impact of rounding.
** 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 reversed during 2016.