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Share Name | Share Symbol | Market | Type |
---|---|---|---|
FleetCor Technologies Inc | NYSE:FLT | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 303.26 | 0 | 01:00:00 |
|
ý
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
¨
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Delaware
|
|
72-1074903
|
(State or other jurisdiction of
incorporation or organization)
|
|
(I.R.S. Employer
Identification No.)
|
|
|
|
5445 Triangle Parkway, Peachtree Corners, Georgia
|
|
30092
|
(Address of principal executive offices)
|
|
(Zip Code)
|
Large accelerated filer
|
ý
|
Accelerated filer
|
¨
|
Non-accelerated filer
|
¨
(Do not check if a smaller reporting company)
|
Smaller reporting company
|
¨
|
Emerging growth company
|
¨
|
|
|
Class
|
|
Outstanding at October 31, 2017
|
Common Stock, $0.001 par value
|
|
89,560,788
|
|
|
|
Page
|
PART I—FINANCIAL INFORMATION
|
||
|
|
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Item 1.
|
|
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|
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Item 2.
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||
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Item 3.
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||
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Item 4.
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||
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PART II—OTHER INFORMATION
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Item 1.
|
||
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Item 1A.
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||
|
|
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Item 2.
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||
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|
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Item 3.
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||
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Item 4.
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||
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Item 5.
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||
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Item 6.
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||
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|
|
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September 30, 2017
|
|
December 31, 2016
|
||||
|
|
(Unaudited)
|
|
|
||||
Assets
|
|
|
|
|
||||
Current assets:
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
834,756
|
|
|
$
|
475,018
|
|
Restricted cash
|
|
183,515
|
|
|
168,752
|
|
||
Accounts and other receivables (less allowance for doubtful accounts of $47,779 and $32,506 at September 30, 2017 and December 31, 2016)
|
|
1,456,255
|
|
|
1,202,009
|
|
||
Securitized accounts receivable—restricted for securitization investors
|
|
794,000
|
|
|
591,000
|
|
||
Prepaid expenses and other current assets
|
|
252,975
|
|
|
90,914
|
|
||
Total current assets
|
|
3,521,501
|
|
|
2,527,693
|
|
||
Property and equipment, net
|
|
168,065
|
|
|
142,504
|
|
||
Goodwill
|
|
4,644,559
|
|
|
4,195,150
|
|
||
Other intangibles, net
|
|
2,876,440
|
|
|
2,653,233
|
|
||
Investments
|
|
33,526
|
|
|
36,200
|
|
||
Other assets
|
|
86,203
|
|
|
71,952
|
|
||
Total assets
|
|
$
|
11,330,294
|
|
|
$
|
9,626,732
|
|
Liabilities and stockholders’ equity
|
|
|
|
|
||||
Current liabilities:
|
|
|
|
|
||||
Accounts payable
|
|
$
|
1,435,585
|
|
|
$
|
1,151,432
|
|
Accrued expenses
|
|
285,841
|
|
|
238,812
|
|
||
Customer deposits
|
|
731,501
|
|
|
530,787
|
|
||
Securitization facility
|
|
794,000
|
|
|
591,000
|
|
||
Current portion of notes payable and lines of credit
|
|
808,507
|
|
|
745,506
|
|
||
Other current liabilities
|
|
117,464
|
|
|
38,781
|
|
||
Total current liabilities
|
|
4,172,898
|
|
|
3,296,318
|
|
||
Notes payable and other obligations, less current portion
|
|
2,933,976
|
|
|
2,521,727
|
|
||
Deferred income taxes
|
|
742,498
|
|
|
668,580
|
|
||
Other noncurrent liabilities
|
|
50,504
|
|
|
56,069
|
|
||
Total noncurrent liabilities
|
|
3,726,978
|
|
|
3,246,376
|
|
||
Commitments and contingencies (Note 12)
|
|
|
|
|
||||
Stockholders’ equity:
|
|
|
|
|
||||
Common stock, $0.001 par value; 475,000,000 shares authorized; 121,837,990 shares issued and 89,558,913 shares outstanding at September 30, 2017; and 121,259,960 shares issued and 91,836,938 shares outstanding at December 31, 2016
|
|
122
|
|
|
121
|
|
||
Additional paid-in capital
|
|
2,165,326
|
|
|
2,074,094
|
|
||
Retained earnings
|
|
2,676,224
|
|
|
2,218,721
|
|
||
Accumulated other comprehensive loss
|
|
(466,367
|
)
|
|
(666,403
|
)
|
||
Less treasury stock 32,279,077 shares at September 30, 2017 and 29,423,022 shares at December 31, 2016
|
|
(944,887
|
)
|
|
(542,495
|
)
|
||
Total stockholders’ equity
|
|
3,430,418
|
|
|
3,084,038
|
|
||
Total liabilities and stockholders’ equity
|
|
$
|
11,330,294
|
|
|
$
|
9,626,732
|
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Revenues, net
|
|
$
|
577,877
|
|
|
$
|
484,426
|
|
|
$
|
1,639,547
|
|
|
$
|
1,316,593
|
|
Expenses:
|
|
|
|
|
|
|
|
|
||||||||
Merchant commissions
|
|
27,687
|
|
|
28,214
|
|
|
82,690
|
|
|
78,755
|
|
||||
Processing
|
|
111,283
|
|
|
96,233
|
|
|
316,429
|
|
|
256,738
|
|
||||
Selling
|
|
45,060
|
|
|
34,180
|
|
|
122,854
|
|
|
92,680
|
|
||||
General and administrative
|
|
92,043
|
|
|
77,904
|
|
|
275,046
|
|
|
209,084
|
|
||||
Depreciation and amortization
|
|
69,156
|
|
|
57,084
|
|
|
198,731
|
|
|
141,848
|
|
||||
Other operating, net
|
|
11
|
|
|
(244
|
)
|
|
49
|
|
|
(690
|
)
|
||||
Operating income
|
|
232,637
|
|
|
191,055
|
|
|
643,748
|
|
|
538,178
|
|
||||
Investment loss (income)
|
|
47,766
|
|
|
2,744
|
|
|
52,497
|
|
|
(2,247
|
)
|
||||
Other (income) expense, net
|
|
(175,271
|
)
|
|
293
|
|
|
(173,626
|
)
|
|
1,056
|
|
||||
Interest expense, net
|
|
29,344
|
|
|
17,814
|
|
|
76,322
|
|
|
49,905
|
|
||||
Loss on extinguishment of debt
|
|
3,296
|
|
|
—
|
|
|
3,296
|
|
|
—
|
|
||||
Total other (income) expense
|
|
(94,865
|
)
|
|
20,851
|
|
|
(41,511
|
)
|
|
48,714
|
|
||||
Income before income taxes
|
|
327,502
|
|
|
170,204
|
|
|
685,259
|
|
|
489,464
|
|
||||
Provision for income taxes
|
|
124,679
|
|
|
40,586
|
|
|
227,756
|
|
|
132,503
|
|
||||
Net income
|
|
$
|
202,823
|
|
|
$
|
129,618
|
|
|
$
|
457,503
|
|
|
$
|
356,961
|
|
Basic earnings per share
|
|
$
|
2.23
|
|
|
$
|
1.40
|
|
|
$
|
4.99
|
|
|
$
|
3.85
|
|
Diluted earnings per share
|
|
$
|
2.18
|
|
|
$
|
1.36
|
|
|
$
|
4.87
|
|
|
$
|
3.75
|
|
Weighted average shares outstanding:
|
|
|
|
|
|
|
|
|
||||||||
Basic shares
|
|
90,751
|
|
|
92,631
|
|
|
91,619
|
|
|
92,604
|
|
||||
Diluted shares
|
|
93,001
|
|
|
95,307
|
|
|
93,923
|
|
|
95,204
|
|
See accompanying notes to unaudited consolidated financial statements.
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Net income
|
|
$
|
202,823
|
|
|
$
|
129,618
|
|
|
$
|
457,503
|
|
|
$
|
356,961
|
|
Other comprehensive (loss) income:
|
|
|
|
|
|
|
||||||||||
Foreign currency translation gains (losses), net of tax
|
|
112,301
|
|
|
(52,409
|
)
|
|
168,655
|
|
|
(41,339
|
)
|
||||
Reclassification of foreign currency translation loss to investment, net of tax
|
|
31,381
|
|
|
—
|
|
|
31,381
|
|
|
—
|
|
||||
Total other comprehensive income (loss)
|
|
143,682
|
|
|
(52,409
|
)
|
|
200,036
|
|
|
(41,339
|
)
|
||||
Total comprehensive income
|
|
$
|
346,505
|
|
|
$
|
77,209
|
|
|
$
|
657,539
|
|
|
$
|
315,622
|
|
|
|
Nine Months Ended
September 30, |
||||||
|
|
2017
|
|
2016
|
||||
Operating activities
|
|
|
|
|
||||
Net income
|
|
$
|
457,503
|
|
|
$
|
356,961
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
||||
Depreciation
|
|
35,096
|
|
|
25,706
|
|
||
Stock-based compensation
|
|
68,897
|
|
|
50,025
|
|
||
Provision for losses on accounts receivable
|
|
35,949
|
|
|
24,512
|
|
||
Amortization of deferred financing costs and discounts
|
|
5,411
|
|
|
5,568
|
|
||
Amortization of intangible assets
|
|
158,897
|
|
|
112,455
|
|
||
Amortization of premium on receivables
|
|
4,738
|
|
|
3,687
|
|
||
Loss on extinguishment of debt
|
|
3,296
|
|
|
—
|
|
||
Deferred income taxes
|
|
(38,092
|
)
|
|
(23,566
|
)
|
||
Investment loss (income)
|
|
52,497
|
|
|
(2,247
|
)
|
||
Gain on disposition of business
|
|
(174,984
|
)
|
|
—
|
|
||
Other non-cash operating income
|
|
(49
|
)
|
|
(690
|
)
|
||
Changes in operating assets and liabilities (net of acquisitions and dispositions):
|
|
|
|
|
||||
Restricted cash
|
|
(12,105
|
)
|
|
(28,744
|
)
|
||
Accounts and other receivables
|
|
(440,011
|
)
|
|
(527,255
|
)
|
||
Prepaid expenses and other current assets
|
|
(86,648
|
)
|
|
(1,291
|
)
|
||
Other assets
|
|
(15,378
|
)
|
|
(9,115
|
)
|
||
Accounts payable, accrued expenses and customer deposits
|
|
364,473
|
|
|
418,280
|
|
||
Net cash provided by operating activities
|
|
419,490
|
|
|
404,286
|
|
||
Investing activities
|
|
|
|
|
||||
Acquisitions, net of cash acquired
|
|
(602,298
|
)
|
|
(1,331,079
|
)
|
||
Purchases of property and equipment
|
|
(49,459
|
)
|
|
(41,877
|
)
|
||
Proceeds from disposal of a business
|
|
316,501
|
|
|
—
|
|
||
Other
|
|
(6,327
|
)
|
|
1,411
|
|
||
Net cash used in investing activities
|
|
(341,583
|
)
|
|
(1,371,545
|
)
|
||
Financing activities
|
|
|
|
|
||||
Proceeds from issuance of common stock
|
|
20,192
|
|
|
18,620
|
|
||
Repurchase of common stock
|
|
(402,392
|
)
|
|
(35,492
|
)
|
||
Borrowings on securitization facility, net
|
|
203,000
|
|
|
42,000
|
|
||
Deferred financing costs paid and debt discount
|
|
(11,230
|
)
|
|
(2,272
|
)
|
||
Proceeds from issuance of notes payable
|
|
780,656
|
|
|
600,000
|
|
||
Principal payments on notes payable
|
|
(388,656
|
)
|
|
(85,125
|
)
|
||
Borrowings from revolver – A Facility
|
|
845,000
|
|
|
1,105,107
|
|
||
Payments on revolver – A Facility
|
|
(804,808
|
)
|
|
(670,940
|
)
|
||
Borrowings on swing line of credit, net
|
|
7,800
|
|
|
5,188
|
|
||
Other
|
|
537
|
|
|
(673
|
)
|
||
Net cash used in financing activities
|
|
250,099
|
|
|
976,413
|
|
||
Effect of foreign currency exchange rates on cash
|
|
31,732
|
|
|
(50,871
|
)
|
||
Net increase (decrease) in cash and cash equivalents
|
|
359,738
|
|
|
(41,717
|
)
|
||
Cash and cash equivalents, beginning of period
|
|
475,018
|
|
|
447,152
|
|
||
Cash and cash equivalents, end of period
|
|
$
|
834,756
|
|
|
$
|
405,435
|
|
Supplemental cash flow information
|
|
|
|
|
||||
Cash paid for interest
|
|
$
|
79,144
|
|
|
$
|
48,525
|
|
Cash paid for income taxes
|
|
$
|
257,349
|
|
|
$
|
79,599
|
|
See accompanying notes to unaudited consolidated financial statements.
|
|
|
September 30, 2017
|
|
December 31, 2016
|
||||
Gross domestic accounts receivable
|
|
$
|
651,328
|
|
|
$
|
529,885
|
|
Gross domestic securitized accounts receivable
|
|
794,000
|
|
|
591,000
|
|
||
Gross foreign receivables
|
|
852,706
|
|
|
704,630
|
|
||
Total gross receivables
|
|
2,298,034
|
|
|
1,825,515
|
|
||
Less allowance for doubtful accounts
|
|
(47,779
|
)
|
|
(32,506
|
)
|
||
Net accounts and securitized accounts receivable
|
|
$
|
2,250,255
|
|
|
$
|
1,793,009
|
|
|
|
2017
|
|
2016
|
||||
Allowance for doubtful accounts beginning of period
|
|
$
|
32,506
|
|
|
$
|
21,903
|
|
Provision for bad debts
|
|
35,949
|
|
|
24,512
|
|
||
Write-offs
|
|
(20,676
|
)
|
|
(16,343
|
)
|
||
Allowance for doubtful accounts end of period
|
|
$
|
47,779
|
|
|
$
|
30,072
|
|
•
|
Level 1: Observable inputs such as quoted prices for identical assets or liabilities in active markets.
|
•
|
Level 2: Observable inputs other than quoted prices that are directly or indirectly observable for the asset or liability, including quoted prices for similar assets or liabilities in active markets; quoted prices for similar or identical assets or liabilities in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable.
|
•
|
Level 3: Unobservable inputs for which there is little or no market data, which require the reporting entity to develop its own assumptions. The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.
|
|
|
Fair Value
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
September 30, 2017
|
|
|
|
|
|
|
|
|
||||||||
Assets:
|
|
|
|
|
|
|
|
|
||||||||
Repurchase agreements
|
|
$
|
363,335
|
|
|
$
|
—
|
|
|
$
|
363,335
|
|
|
$
|
—
|
|
Money market
|
|
50,341
|
|
|
—
|
|
|
50,341
|
|
|
—
|
|
||||
Certificates of deposit
|
|
9,370
|
|
|
—
|
|
|
9,370
|
|
|
—
|
|
||||
Foreign exchange contracts
|
|
111,235
|
|
|
28
|
|
|
111,207
|
|
|
—
|
|
||||
Total assets
|
|
$
|
534,281
|
|
|
$
|
28
|
|
|
$
|
534,253
|
|
|
$
|
—
|
|
Cash collateral for foreign exchange contracts
|
|
$
|
33,911
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
||||||||
Liabilities:
|
|
|
|
|
|
|
|
|
||||||||
Foreign exchange contracts contracts
|
|
$
|
106,175
|
|
|
$
|
353
|
|
|
$
|
105,822
|
|
|
—
|
|
|
Total liabilities
|
|
$
|
106,175
|
|
|
$
|
353
|
|
|
$
|
105,822
|
|
|
|
||
Cash collateral obligation for foreign exchange contracts
|
|
$
|
20,272
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
||||||||
December 31, 2016
|
|
|
|
|
|
|
|
|
||||||||
Assets:
|
|
|
|
|
|
|
|
|
||||||||
Repurchase agreements
|
|
$
|
232,131
|
|
|
$
|
—
|
|
|
$
|
232,131
|
|
|
$
|
—
|
|
Money market
|
|
50,179
|
|
|
—
|
|
|
50,179
|
|
|
—
|
|
||||
Certificates of deposit
|
|
48
|
|
|
—
|
|
|
48
|
|
|
—
|
|
||||
Total cash equivalents
|
|
$
|
282,358
|
|
|
$
|
—
|
|
|
$
|
282,358
|
|
|
$
|
—
|
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Stock options
|
|
$
|
16,212
|
|
|
$
|
8,304
|
|
|
$
|
42,254
|
|
|
$
|
25,942
|
|
Restricted stock
|
|
8,443
|
|
|
9,101
|
|
|
26,643
|
|
|
24,083
|
|
||||
Stock-based compensation
|
|
$
|
24,655
|
|
|
$
|
17,405
|
|
|
$
|
68,897
|
|
|
$
|
50,025
|
|
|
|
Unrecognized
Compensation
Cost
|
|
Weighted Average
Period of Expense
Recognition
(in Years)
|
||
Stock options
|
|
$
|
96,594
|
|
|
1.52
|
Restricted stock
|
|
12,425
|
|
|
0.43
|
|
Total
|
|
$
|
109,019
|
|
|
|
|
|
Shares
|
|
Weighted
Average
Exercise
Price
|
|
Options
Exercisable
at End of
Period
|
|
Weighted
Average
Exercise
Price of
Exercisable
Options
|
|
Weighted
Average Fair
Value of
Options
Granted
During the Period
|
|
Aggregate
Intrinsic
Value
|
||||||||||
Outstanding at December 31, 2016
|
|
6,146
|
|
|
$
|
91.20
|
|
|
3,429
|
|
|
$
|
55.00
|
|
|
|
|
$
|
309,238
|
|
||
Granted
|
|
2,764
|
|
|
144.45
|
|
|
|
|
|
|
$
|
32.20
|
|
|
|
||||||
Exercised
|
|
(388
|
)
|
|
52.10
|
|
|
|
|
|
|
|
|
39,789
|
|
|||||||
Forfeited
|
|
(265
|
)
|
|
142.93
|
|
|
|
|
|
|
|
|
|
||||||||
Outstanding at September 30, 2017
|
|
8,257
|
|
|
$
|
109.20
|
|
|
3,956
|
|
|
$
|
71.26
|
|
|
|
|
$
|
376,264
|
|
||
Expected to vest as of September 30, 2017
|
|
8,257
|
|
|
$
|
109.20
|
|
|
|
|
|
|
|
|
|
|
|
September 30,
|
||||
|
|
2017
|
|
2016
|
||
Risk-free interest rate
|
|
1.65
|
%
|
|
1.09
|
%
|
Dividend yield
|
|
—
|
|
|
—
|
|
Expected volatility
|
|
28.02
|
%
|
|
27.37
|
%
|
Expected life (in years)
|
|
3.4
|
|
|
3.4
|
|
|
|
Shares
|
|
Weighted
Average
Grant Date
Fair Value
|
|||
Outstanding at December 31, 2016
|
|
379
|
|
|
$
|
140.39
|
|
Granted
|
|
204
|
|
|
149.95
|
|
|
Vested
|
|
(204
|
)
|
|
136.85
|
|
|
Cancelled or forfeited
|
|
(48
|
)
|
|
153.24
|
|
|
Outstanding at September 30, 2017
|
|
331
|
|
|
$
|
149.24
|
|
Prepaid expenses and other
|
79,725
|
|
|
Property and equipment
|
7,106
|
|
|
Other long term assets
|
10,025
|
|
|
Goodwill
|
436,138
|
|
|
Customer relationships and other identifiable intangible assets
|
358,168
|
|
|
Liabilities assumed
|
(187,664
|
)
|
|
Deferred tax liabilities
|
(119,419
|
)
|
|
Aggregate purchase price
|
$
|
584,079
|
|
|
|
|
Useful Lives (in Years)
|
Value
|
||
Customer relationships and other identifiable intangible assets
|
10
|
$
|
358,168
|
|
|
|
$
|
358,168
|
|
Trade and other receivables
|
$
|
8,175
|
|
Prepaid expenses and other
|
783
|
|
|
Property and equipment
|
206
|
|
|
Goodwill
|
9,209
|
|
|
Other intangible assets
|
46,034
|
|
|
Liabilities assumed
|
(11,078
|
)
|
|
Deferred tax liabilities
|
(9,211
|
)
|
|
Aggregate purchase prices
|
$
|
44,118
|
|
|
Useful Lives (in Years)
|
Value
|
||
Customer relationships and other identifiable intangible assets
|
8
|
$
|
46,034
|
|
|
|
$
|
46,034
|
|
Trade and other receivables
|
$
|
243,157
|
|
Prepaid expenses and other
|
6,998
|
|
|
Deferred tax assets
|
20,644
|
|
|
Property and equipment
|
44,226
|
|
|
Other long term assets
|
14,280
|
|
|
Goodwill
|
663,040
|
|
|
Customer relationships and other identifiable intangible assets
|
548,682
|
|
|
Liabilities assumed
|
(315,082
|
)
|
|
Aggregate purchase price
|
$
|
1,225,945
|
|
|
|
|
Useful Lives (in Years)
|
Value
|
||
Customer relationships
|
8.5-20
|
$
|
348,414
|
|
Trade names and trademarks - indefinite
|
N/A
|
154,851
|
|
|
Technology
|
6
|
45,417
|
|
|
|
|
$
|
548,682
|
|
Trade and other receivables
|
$
|
27,810
|
|
Prepaid expenses and other
|
5,097
|
|
|
Property and equipment
|
992
|
|
|
Goodwill
|
28,540
|
|
|
Other intangible assets
|
61,823
|
|
|
Deferred tax asset
|
146
|
|
|
Liabilities assumed
|
(42,550
|
)
|
|
Deferred tax liabilities
|
(5,123
|
)
|
|
Aggregate purchase prices
|
$
|
76,735
|
|
|
Useful Lives (in Years)
|
Value
|
||
Customer relationships and other identifiable intangible assets
|
10-18
|
$
|
61,823
|
|
|
|
$
|
61,823
|
|
|
|
December 31, 2016
|
|
Acquisitions
|
|
Dispositions
|
|
Acquisition Accounting
Adjustments
|
|
Foreign
Currency
|
|
September 30, 2017
|
||||||||||||
Segment
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
North America
|
|
$
|
2,640,409
|
|
|
$
|
436,138
|
|
|
$
|
(92,046
|
)
|
|
$
|
—
|
|
|
$
|
707
|
|
|
$
|
2,985,208
|
|
International
|
|
1,554,741
|
|
|
9,209
|
|
|
—
|
|
|
3,751
|
|
|
91,650
|
|
|
1,659,351
|
|
||||||
|
|
$
|
4,195,150
|
|
|
$
|
445,347
|
|
|
$
|
(92,046
|
)
|
|
$
|
3,751
|
|
|
$
|
92,357
|
|
|
$
|
4,644,559
|
|
|
|
|
|
September 30, 2017
|
|
December 31, 2016
|
||||||||||||||||||||
|
|
Weighted-
Avg
Useful
Lives
(Years)
|
|
Gross
Carrying
Amounts
|
|
Accumulated
Amortization
|
|
Net
Carrying
Amount
|
|
Gross
Carrying
Amounts
|
|
Accumulated
Amortization
|
|
Net
Carrying
Amount
|
||||||||||||
Customer and vendor relationships
|
|
15.9
|
|
$
|
2,845,048
|
|
|
$
|
(565,374
|
)
|
|
$
|
2,279,674
|
|
|
$
|
2,449,389
|
|
|
$
|
(458,118
|
)
|
|
$
|
1,991,271
|
|
Trade names and trademarks—indefinite lived
|
|
N/A
|
|
476,648
|
|
|
—
|
|
|
476,648
|
|
|
510,952
|
|
|
—
|
|
|
510,952
|
|
||||||
Trade names and trademarks—other
|
|
14.6
|
|
2,805
|
|
|
(2,130
|
)
|
|
675
|
|
|
2,746
|
|
|
(2,021
|
)
|
|
725
|
|
||||||
Software
|
|
6.0
|
|
203,643
|
|
|
(106,786
|
)
|
|
96,857
|
|
|
211,331
|
|
|
(85,167
|
)
|
|
126,164
|
|
||||||
Non-compete agreements
|
|
4.9
|
|
38,628
|
|
|
(16,042
|
)
|
|
22,586
|
|
|
35,191
|
|
|
(11,070
|
)
|
|
24,121
|
|
||||||
Total other intangibles
|
|
|
|
$
|
3,566,772
|
|
|
$
|
(690,332
|
)
|
|
$
|
2,876,440
|
|
|
$
|
3,209,609
|
|
|
$
|
(556,376
|
)
|
|
$
|
2,653,233
|
|
|
|
September 30, 2017
|
|
December 31, 2016
|
||||
Term notes payable—domestic(a), net of discounts
|
|
$
|
3,027,472
|
|
|
$
|
2,639,279
|
|
Revolving line of credit A Facility—domestic(a)
|
|
595,000
|
|
|
465,000
|
|
||
Revolving line of credit A Facility—foreign(a)
|
|
38,047
|
|
|
123,412
|
|
||
Revolving line of credit A Facility—swing line(a)
|
|
40,193
|
|
|
26,608
|
|
||
Other debt(c)
|
|
41,771
|
|
|
12,934
|
|
||
Total notes payable and other obligations
|
|
3,742,483
|
|
|
3,267,233
|
|
||
Securitization Facility(b)
|
|
794,000
|
|
|
591,000
|
|
||
Total notes payable, credit agreements and Securitization Facility
|
|
$
|
4,536,483
|
|
|
$
|
3,858,233
|
|
Current portion
|
|
$
|
1,602,507
|
|
|
$
|
1,336,506
|
|
Long-term portion
|
|
2,933,976
|
|
|
2,521,727
|
|
||
Total notes payable, credit agreements and Securitization Facility
|
|
$
|
4,536,483
|
|
|
$
|
3,858,233
|
|
(a)
|
The Company has a Credit Agreement, which has been amended multiple times and provides for senior secured credit facilities consisting of a revolving A credit facility in the amount of
$1.285 billion
, a term loan A facility in the amount of
$2.69 billion
and a term loan B facility in the amount of
$350.0 million
as of September 30, 2017. The revolving credit facility consists of (a) a revolving A credit facility in the amount of
$800 million
, with sublimits for letters of credit and swing line loans, (b) a revolving B facility in the amount of
$450 million
for swing line loans and multi-currency borrowings and, (c) a revolving C facility in the amount of
$35 million
for multi-currency borrowings in Australian Dollars or New Zealand Dollars. On
January 20, 2017
, the Company entered into the second amendment to the Credit Agreement, which established a new term B loan. On August 2, 2017, the Company entered into the third amendment to the Credit Agreement, which increased the total facility by
$708.7 million
and extended the terms of the credit facilities. The term A and revolver maturity dates are August 2, 2022 and the term B maturity date is August 2,2024. The term A and revolver pricing remains the same and the term B pricing was reduced by 25 basis points to LIBOR plus 200 basis points. In addition, the Company pays a quarterly commitment fee at a rate per annum ranging from
0.20%
to
0.40%
of the daily unused portion of the credit facility. The Company has unamortized debt discounts of
$6.4 million
related to the term A facility,
$0.7 million
related to the term B facility and deferred financings costs of
|
(b)
|
The Company is party to a
$950 million
receivables purchase agreement (Securitization Facility) that was amended and restated on December 1, 2015. There is a program fee equal to
one month LIBOR
and the Commercial Paper Rate of
1.27%
plus
0.90%
and
0.85%
plus
0.90%
as of
September 30, 2017
and
December 31, 2016
, respectively. The unused facility fee is payable at a rate of
0.40%
per annum as of
September 30, 2017
and
December 31, 2016
.
|
(c)
|
Other debt includes the long-term portion of contingent consideration and deferred payments associated with certain of our businesses.
|
|
|
2017
|
|
2016
|
||||||||||
Computed tax expense at the U.S. federal tax rate
|
|
$
|
114,626
|
|
|
35.0
|
%
|
|
$
|
59,571
|
|
|
35.0
|
%
|
Changes resulting from:
|
|
|
|
|
|
|
|
|
||||||
Foreign income tax differential
|
|
(9,247
|
)
|
|
(2.8
|
)%
|
|
(4,265
|
)
|
|
(2.5
|
)%
|
||
Excess tax benefits related to stock-based compensation
|
|
(4,360
|
)
|
|
(1.3
|
)%
|
|
(8,247
|
)
|
|
(4.9
|
)%
|
||
State taxes net of federal benefits
|
|
5,926
|
|
|
1.8
|
%
|
|
1,678
|
|
|
1.0
|
%
|
||
Foreign-sourced nontaxable income
|
|
1,558
|
|
|
0.5
|
%
|
|
(6,691
|
)
|
|
(3.9
|
)%
|
||
Valuation allowance on investment loss
|
|
16,718
|
|
|
5.1
|
%
|
|
960
|
|
|
0.6
|
%
|
||
Other
|
|
(542
|
)
|
|
(0.2
|
)%
|
|
(2,420
|
)
|
|
(1.4
|
)%
|
||
Provision for income taxes
|
|
$
|
124,679
|
|
|
38.1
|
%
|
|
$
|
40,586
|
|
|
23.9
|
%
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Net income
|
|
$
|
202,823
|
|
|
$
|
129,618
|
|
|
$
|
457,503
|
|
|
$
|
356,961
|
|
Denominator for basic earnings per share
|
|
90,751
|
|
|
92,631
|
|
|
91,619
|
|
|
92,604
|
|
||||
Dilutive securities
|
|
2,250
|
|
|
2,676
|
|
|
2,304
|
|
|
2,600
|
|
||||
Denominator for diluted earnings per share
|
|
93,001
|
|
|
95,307
|
|
|
93,923
|
|
|
95,204
|
|
||||
Basic earnings per share
|
|
$
|
2.23
|
|
|
$
|
1.40
|
|
|
$
|
4.99
|
|
|
$
|
3.85
|
|
Diluted earnings per share
|
|
$
|
2.18
|
|
|
$
|
1.36
|
|
|
$
|
4.87
|
|
|
$
|
3.75
|
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Revenues, net:
|
|
|
|
|
|
|
|
|
||||||||
North America
|
|
$
|
364,443
|
|
|
$
|
345,868
|
|
|
$
|
1,037,386
|
|
|
$
|
950,542
|
|
International
|
|
213,434
|
|
|
138,558
|
|
|
602,161
|
|
|
366,051
|
|
||||
|
|
$
|
577,877
|
|
|
$
|
484,426
|
|
|
$
|
1,639,547
|
|
|
$
|
1,316,593
|
|
Operating income:
|
|
|
|
|
|
|
|
|
||||||||
North America
|
|
$
|
138,748
|
|
|
$
|
135,760
|
|
|
$
|
394,646
|
|
|
$
|
367,221
|
|
International
|
|
93,889
|
|
|
55,295
|
|
|
249,102
|
|
|
170,957
|
|
||||
|
|
$
|
232,637
|
|
|
$
|
191,055
|
|
|
$
|
643,748
|
|
|
$
|
538,178
|
|
Depreciation and amortization:
|
|
|
|
|
|
|
|
|
||||||||
North America
|
|
$
|
37,600
|
|
|
$
|
32,739
|
|
|
$
|
104,161
|
|
|
$
|
96,351
|
|
International
|
|
31,556
|
|
|
24,345
|
|
|
94,570
|
|
|
45,497
|
|
||||
|
|
$
|
69,156
|
|
|
$
|
57,084
|
|
|
$
|
198,731
|
|
|
$
|
141,848
|
|
Capital expenditures:
|
|
|
|
|
|
|
|
|
||||||||
North America
|
|
$
|
9,167
|
|
|
$
|
11,980
|
|
|
$
|
30,901
|
|
|
$
|
28,501
|
|
International
|
|
7,692
|
|
|
5,140
|
|
|
18,558
|
|
|
13,376
|
|
||||
|
|
$
|
16,859
|
|
|
$
|
17,120
|
|
|
$
|
49,459
|
|
|
$
|
41,877
|
|
•
|
Forward contracts
, which are commitments to buy or sell at a future date a currency at a contract price and will be settled in cash.
|
•
|
Option contracts,
which gives the purchaser, the right, but not the obligation to buy or sell within a specified time a currency at a contracted price that may be settled in cash.
|
•
|
Swap contracts,
which are commitments to settlement in cash at a future date or dates, usually on an overnight basis.
|
|
Net Notional
|
||
Foreign exchange contracts:
|
|
||
Swaps
|
$
|
272.8
|
|
Futures, forwards and spot
|
3,174.1
|
|
|
Written options
|
1,338.6
|
|
|
Purchased options
|
1,765.0
|
|
|
Total
|
$
|
6,550.5
|
|
|
Derivative Assets
|
|
Derivative Liabilities
|
||||
|
Fair Value
|
|
Fair Value
|
||||
Derivatives - undesignated:
|
|
|
|
||||
Over the counter
|
$
|
111.2
|
|
|
$
|
105.8
|
|
Exchange traded
|
—
|
|
|
0.4
|
|
||
Foreign exchange contracts
|
111.2
|
|
|
106.2
|
|
||
Cash collateral
|
(33.9
|
)
|
|
(20.3
|
)
|
||
Total net derivative assets and liabilities
|
$
|
77.3
|
|
|
$
|
85.9
|
|
Item 2.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||||||||||||||
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||||||||||||||
(Unaudited)
|
|
Revenues, net
|
|
% of
total revenues, net |
|
Revenues, net
|
|
% of
total revenues, net |
|
Revenues, net
|
|
% of
total revenues, net |
|
Revenues, net
|
|
% of
total revenues, net |
||||||||||||
North America
|
|
$
|
364.4
|
|
|
63.1
|
%
|
|
$
|
345.9
|
|
|
71.4
|
%
|
|
$
|
1,037.4
|
|
|
63.3
|
%
|
|
$
|
950.5
|
|
|
72.2
|
%
|
International
|
|
213.4
|
|
|
36.9
|
%
|
|
138.6
|
|
|
28.6
|
%
|
|
602.2
|
|
|
36.7
|
%
|
|
366.1
|
|
|
27.8
|
%
|
||||
|
|
$
|
577.9
|
|
|
100.0
|
%
|
|
$
|
484.4
|
|
|
100.0
|
%
|
|
$
|
1,639.5
|
|
|
100.0
|
%
|
|
$
|
1,316.6
|
|
|
100.0
|
%
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
(Unaudited)
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Revenues, net
|
|
$
|
577,877
|
|
|
$
|
484,426
|
|
|
$
|
1,639,547
|
|
|
$
|
1,316,593
|
|
Net income
|
|
$
|
202,823
|
|
|
$
|
129,618
|
|
|
$
|
457,503
|
|
|
$
|
356,961
|
|
Net income per diluted share
|
|
$
|
2.18
|
|
|
$
|
1.36
|
|
|
$
|
4.87
|
|
|
$
|
3.75
|
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
(Unaudited)
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Adjusted revenues
|
|
$
|
550,190
|
|
|
$
|
456,212
|
|
|
$
|
1,556,857
|
|
|
$
|
1,237,838
|
|
Adjusted net income
|
|
$
|
202,769
|
|
|
$
|
183,310
|
|
|
$
|
574,795
|
|
|
$
|
478,959
|
|
Adjusted net income per diluted share
|
|
$
|
2.18
|
|
|
$
|
1.92
|
|
|
$
|
6.12
|
|
|
$
|
5.03
|
|
|
|
|
|
Merchant Payment Methods
|
||||||||||||||||||
Retail Price
|
|
$
|
3.00
|
|
|
i) Cost Plus Mark-up:
|
|
ii) Percentage Discount:
|
|
iii) Fixed Fee:
|
||||||||||||
Wholesale Cost
|
|
(2.86
|
)
|
|
Wholesale Cost
|
|
$
|
2.86
|
|
|
Retail Price
|
|
$
|
3.00
|
|
|
Retail Price
|
|
$
|
3.00
|
|
|
|
|
|
|
Mark-up
|
|
0.05
|
|
|
Discount (3%)
|
|
(0.09
|
)
|
|
Fixed Fee
|
|
(0.09
|
)
|
|||||
FleetCor Revenue
|
|
$
|
0.14
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Merchant Commission
|
|
$
|
(0.05
|
)
|
|
Price Paid to Merchant
|
|
$
|
2.91
|
|
|
Price Paid to Merchant
|
|
$
|
2.91
|
|
|
Price Paid to Merchant
|
|
$
|
2.91
|
|
Price Paid to Merchant
|
|
$
|
2.91
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||||||||||||||
Revenue by Geography*
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||||||||||||||
(Unaudited)
|
|
Revenues, net
|
|
% of
total
revenues, net
|
|
Revenues, net
|
|
% of
total
revenues, net
|
|
Revenues, net
|
|
% of
total revenues, net |
|
Revenues, net
|
|
% of
total revenues, net |
||||||||||||
United States
|
|
$
|
358
|
|
|
62
|
%
|
|
$
|
346
|
|
|
71
|
%
|
|
$
|
1,031
|
|
|
63
|
%
|
|
$
|
951
|
|
|
72
|
%
|
United Kingdom
|
|
61
|
|
|
11
|
%
|
|
56
|
|
|
12
|
%
|
|
174
|
|
|
11
|
%
|
|
175
|
|
|
13
|
%
|
||||
Brazil
|
|
101
|
|
|
17
|
%
|
|
43
|
|
|
9
|
%
|
|
287
|
|
|
17
|
%
|
|
78
|
|
|
6
|
%
|
||||
Other
|
|
58
|
|
|
10
|
%
|
|
40
|
|
|
8
|
%
|
|
148
|
|
|
9
|
%
|
|
113
|
|
|
9
|
%
|
||||
Consolidated revenues, net
|
|
$
|
578
|
|
|
100
|
%
|
|
$
|
484
|
|
|
100
|
%
|
|
$
|
1,640
|
|
|
100
|
%
|
|
$
|
1,317
|
|
|
100
|
%
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
8
|
||||||||||||||||||||||||
Revenue by Product Category*
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||||||||||||||
(Unaudited)
|
|
Revenues,
net
|
|
% of total revenues, net
|
|
Revenues,
net
|
|
% of total
revenues, net
|
|
Revenues,
net
|
|
% of
total
revenues, net
|
|
Revenues,
net |
|
% of total
revenues, net |
||||||||||||
Fuel cards
|
|
$
|
276
|
|
|
48
|
%
|
|
$
|
259
|
|
|
53
|
%
|
|
$
|
815
|
|
|
50
|
%
|
|
$
|
741
|
|
|
56
|
%
|
Corporate Payments
|
|
72
|
|
|
12
|
%
|
|
46
|
|
|
10
|
%
|
|
169
|
|
|
10
|
%
|
|
132
|
|
|
10
|
%
|
||||
Tolls
|
|
83
|
|
|
14
|
%
|
|
26
|
|
|
5
|
%
|
|
236
|
|
|
14
|
%
|
|
30
|
|
|
2
|
%
|
||||
Lodging
|
|
33
|
|
|
6
|
%
|
|
28
|
|
|
6
|
%
|
|
86
|
|
|
5
|
%
|
|
74
|
|
|
6
|
%
|
||||
Gift
|
|
55
|
|
|
9
|
%
|
|
58
|
|
|
12
|
%
|
|
144
|
|
|
9
|
%
|
|
138
|
|
|
10
|
%
|
||||
Other
|
|
59
|
|
|
10
|
%
|
|
67
|
|
|
14
|
%
|
|
189
|
|
|
12
|
%
|
|
201
|
|
|
15
|
%
|
||||
Consolidated revenues, net
|
|
$
|
578
|
|
|
100
|
%
|
|
$
|
484
|
|
|
100
|
%
|
|
$
|
1,640
|
|
|
100
|
%
|
|
$
|
1,317
|
|
|
100
|
%
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
8
|
||||||||||||||||||||||||
Major Sources of Revenue*
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||||||||||||||
(Unaudited)
|
Revenues,
net
|
|
% of total
revenues, net
|
|
Revenues,
net
|
|
% of total
revenues, net
|
|
Revenues,
net
|
|
% of total
revenues, net
|
|
Revenues,
net
|
|
% of total
revenues, net
|
||||||||||||
Customer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Processing and program revenue
1
|
$
|
288
|
|
|
50
|
%
|
|
$
|
218
|
|
|
45
|
%
|
|
$
|
781
|
|
|
48
|
%
|
|
$
|
563
|
|
|
43
|
%
|
Late fees and finance charges
2
|
34
|
|
|
6
|
%
|
|
31
|
|
|
6
|
%
|
|
105
|
|
|
6
|
%
|
|
86
|
|
|
7
|
%
|
||||
Miscellaneous fees
3
|
32
|
|
|
5
|
%
|
|
34
|
|
|
7
|
%
|
|
97
|
|
|
6
|
%
|
|
93
|
|
|
7
|
%
|
||||
|
354
|
|
|
61
|
%
|
|
283
|
|
|
58
|
%
|
|
983
|
|
|
60
|
%
|
|
742
|
|
|
56
|
%
|
||||
Merchant
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Discount revenue (fuel)
4
|
77
|
|
|
13
|
%
|
|
68
|
|
|
14
|
%
|
|
223
|
|
|
14
|
%
|
|
194
|
|
|
15
|
%
|
||||
Discount revenue (nonfuel)
5
|
45
|
|
|
8
|
%
|
|
40
|
|
|
8
|
%
|
|
130
|
|
|
8
|
%
|
|
116
|
|
|
9
|
%
|
||||
Tied to fuel-price spreads
6
|
53
|
|
|
9
|
%
|
|
53
|
|
|
11
|
%
|
|
165
|
|
|
10
|
%
|
|
145
|
|
|
11
|
%
|
||||
Program revenue
7
|
49
|
|
|
8
|
%
|
|
41
|
|
|
8
|
%
|
|
139
|
|
|
8
|
%
|
|
119
|
|
|
9
|
%
|
||||
|
224
|
|
|
39
|
%
|
|
202
|
|
|
42
|
%
|
|
657
|
|
|
40
|
%
|
|
574
|
|
|
44
|
%
|
||||
Consolidated revenues, net
|
$
|
578
|
|
|
100
|
%
|
|
$
|
484
|
|
|
100
|
%
|
|
$
|
1,640
|
|
|
100
|
%
|
|
$
|
1,317
|
|
|
100
|
%
|
1
Includes 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, gifts cards and toll related businesses.
|
2
Fees for late payment and interest charges for carrying a balance charged to a customer.
|
3
Non-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.
|
4
Interchange revenue directly influenced by the absolute price of fuel and other interchange related to fuel products.
|
5
Interchange revenue related to nonfuel products.
|
6
Revenue 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.
|
7
Revenue derived primarily from the sale of equipment, software and related maintenance to merchants.
|
8
Amounts shown for the nine months ended September 30, 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.
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
(Unaudited)
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Transactions (in millions)
|
|
|
|
|
|
|
|
|
||||||||
North America
|
|
398.4
|
|
|
370.1
|
|
|
1,301.1
|
|
|
1,214.3
|
|
||||
International
|
|
280.7
|
|
|
127.4
|
|
|
823.0
|
|
|
233.3
|
|
||||
Total transactions
|
|
679.1
|
|
|
497.5
|
|
|
2,124.1
|
|
|
1,447.6
|
|
||||
Revenue per transaction
|
|
|
|
|
|
|
|
|
||||||||
North America
|
|
$
|
0.91
|
|
|
$
|
0.93
|
|
|
$
|
0.80
|
|
|
$
|
0.78
|
|
International
|
|
0.76
|
|
|
1.09
|
|
|
0.73
|
|
|
1.57
|
|
||||
Consolidated revenue per transaction
|
|
0.85
|
|
|
0.97
|
|
|
0.77
|
|
|
0.91
|
|
*Columns may not calculate due to impact of rounding.
|
1
Other 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 the heading entitled “Management’s Use of Non-GAAP Financial Measures” for a reconciliation of pro forma and macro adjusted revenue by product, non-GAAP measures, to the GAAP equivalent.
|
3
2017 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.
|
4
2016 is pro forma to include acquisitions and exclude dispositions consistent with 2017 ownership.
|
5
2016 and YTD 2017 transactions reflect immaterial corrections from previously disclosed amounts for the prior period.
|
•
|
Merchant commissions
—In certain of our card programs, we incur merchant commissions expense when we reimburse merchants with whom we have direct, contractual relationships for specific transactions where a customer purchases products or services from the merchant. In the card programs where it is paid, merchant commissions equal the difference between the price paid by us to the merchant and the merchant’s wholesale cost of the underlying products or services.
|
•
|
Processing
—Our processing expense consists of expenses related to processing transactions, servicing our customers and merchants, bad debt expense and cost of goods sold related to our hardware sales in certain businesses.
|
•
|
Selling
—Our selling expenses consist primarily of wages, benefits, sales commissions (other than merchant commissions) and related expenses for our sales, marketing and account management personnel and activities.
|
•
|
General and administrative
—Our general and administrative expenses include compensation and related expenses (including stock-based compensation) for our executives, finance and accounting, information technology, human resources, legal and other administrative personnel. Also included are facilities expenses, third-party professional services fees, travel and entertainment expenses, and other corporate-level expenses.
|
•
|
Depreciation and amortization
—Our depreciation expenses include depreciation of property and equipment, consisting of computer hardware and software (including proprietary software development amortization expense), card-reading equipment, furniture, fixtures, vehicles and buildings and leasehold improvements related to office space. Our amortization expenses include amortization of intangible assets related to customer and vendor relationships, trade names and trademarks, software and non-compete agreements. We are amortizing intangible assets related to business acquisitions and certain private label contracts associated with the purchase of accounts receivable.
|
•
|
Other operating, net
—Our other operating, net includes other operating expenses and income items unusual to the period and presented separately.
|
•
|
Investment loss (income)
—Our investment results relate to our minority interest in Masternaut, a provider of telematics solutions to commercial fleets in Europe, which we historically accounted for using the equity method. On September 30, 2017, we entered into an amended Masternaut investment agreement that resulted in the loss of significant influence, and we began accounting for the Masternaut investment by applying the cost method.
|
•
|
Other expense (income), net
—Our other expense (income), net includes foreign currency transaction gains or losses, proceeds/costs from the sale of assets and other miscellaneous operating costs and revenue.
|
•
|
Interest expense, net
—Our interest expense, net includes interest income on our cash balances and interest expense on our outstanding debt and on our Securitization Facility. We have historically invested our cash primarily in short-term money market funds.
|
•
|
Loss on extinguishment of debt
—Loss on extinguishment of debt relates to our write-off of debt issuance costs associated with the refinancing of our existing credit facility.
|
•
|
Provision for income taxes
—Our provision for income taxes consists primarily of corporate income taxes related to profits resulting from the sale of our products and services in the United States and internationally.
|
•
|
Fuel prices
—Our fleet customers use our products and services primarily in connection with the purchase of fuel. Accordingly, our revenue is affected by fuel prices, which are subject to significant volatility. A change in retail fuel prices could cause a decrease or increase in our revenue from several sources, including fees paid to us based on a percentage of each customer’s total purchase. Changes in the absolute price of fuel may also impact unpaid account balances and the late fees and charges based on these amounts. See “Sources of Revenue” above for further information related to the absolute price of fuel.
|
•
|
Fuel-price spread volatility
—A portion of our revenue involves transactions where we derive revenue from fuel-price spreads, which is the difference between the price charged to a fleet customer for a transaction and the price paid to the merchant for the same transaction. In these transactions, the price paid to the merchant is based on the wholesale cost of fuel. The merchant’s wholesale cost of fuel is dependent on several factors including, among others, the factors described above affecting fuel prices. The fuel price that we charge to our customer is dependent on several factors including, among others, the fuel price paid to the merchant, posted retail fuel prices and competitive fuel prices. We experience fuel-price spread contraction when the merchant’s wholesale cost of fuel increases at a faster rate than the fuel price we charge to our customers, or the fuel price we charge to our customers decreases at a faster rate than the merchant’s wholesale cost of fuel. See “Sources of Revenue” above for further information related to fuel-price spreads.
|
•
|
Acquisitions
—Since 2002, we have completed over 75 acquisitions of companies and commercial account portfolios. Acquisitions have been an important part of our growth strategy, and it is our intention to continue to seek opportunities to increase our customer base and diversify our service offering through further strategic acquisitions. The impact of acquisitions has, and may continue to have, a significant impact on our results of operations and may make it difficult to compare our results between periods.
|
•
|
Interest rates
—Our results of operations are affected by interest rates. We are exposed to market risk to changes in interest rates on our cash investments and debt.
|
•
|
Global economic conditions
—Our results of operations are materially affected by conditions in the economy generally, both in North America and internationally. Factors affected by the economy include our transaction volumes and the credit risk of our customers. These factors affected our businesses in both our North America and International segments.
|
•
|
Foreign currency changes
—Our results of operations are significantly impacted by changes in foreign currency rates; namely, by movements of the Australian dollar, Brazilian real, British pound, Canadian dollar, Czech koruna, Euro, Mexican peso, New Zealand dollar and Russian ruble, relative to the U.S. dollar. Approximately
63%
and
72%
of our revenue in the
nine
months ended
September 30, 2017
and
2016
, respectively, was derived in U.S. dollars and was not affected by foreign currency exchange rates. See “Results of Operations” for information related to foreign currency impact on our total revenue, net.
|
•
|
Expenses
— Over the long term, we expect that our general and administrative expense will decrease as a percentage of revenue as our revenue increases. To support our expected revenue growth, we plan to continue to incur additional sales and marketing expense by investing in our direct marketing, third-party agents, internet marketing, telemarketing and field sales force.
|
•
|
In August 2016, we acquired all of the outstanding stock of STP for
$1.23 billion
, net of cash acquired of
$40.2 million
. STP is an electronic toll payments company in Brazil and provides cardless fuel payments at a number of Shell sites throughout Brazil. The purpose of this acquisition was to expand our presence in the toll market in Brazil. We financed the acquisition using a combination of existing cash and borrowings under our credit facility.
|
•
|
During 2016, we acquired additional fuel card portfolios in the U.S. and the United Kingdom, additional Shell fuel card markets in Europe and Travelcard in the Netherlands totaling
$76.7 million
, net of cash acquired of
$11.1 million
.
|
•
|
During 2016, we made additional investments of
$7.9 million
related to our investment in Masternaut. We also received a
$9.2 million
return of our investment in Masternaut.
|
(Unaudited)
|
|
Three Months Ended September 30, 2017
|
|
% of total
revenue
|
|
Three Months Ended September 30, 2016
|
|
% of total
revenue
|
|
Increase
(decrease)
|
|
% Change
|
|||||||||
Revenues, net:
|
|
|
|
|
|
|
|||||||||||||||
North America
|
|
$
|
364,443
|
|
|
63.1
|
%
|
|
$
|
345,868
|
|
|
71.4
|
%
|
|
$
|
18,575
|
|
|
5.4
|
%
|
International
|
|
213,434
|
|
|
36.9
|
%
|
|
138,558
|
|
|
28.6
|
%
|
|
74,876
|
|
|
54.0
|
%
|
|||
Total revenues, net
|
|
577,877
|
|
|
100.0
|
%
|
|
484,426
|
|
|
100.0
|
%
|
|
93,451
|
|
|
19.3
|
%
|
|||
Consolidated operating expenses:
|
|
|
|
|
|
|
|||||||||||||||
Merchant commissions
|
|
27,687
|
|
|
4.8
|
%
|
|
28,214
|
|
|
5.8
|
%
|
|
(527
|
)
|
|
(1.9
|
)%
|
|||
Processing
|
|
111,283
|
|
|
19.3
|
%
|
|
96,233
|
|
|
19.9
|
%
|
|
15,050
|
|
|
15.6
|
%
|
|||
Selling
|
|
45,060
|
|
|
7.8
|
%
|
|
34,180
|
|
|
7.1
|
%
|
|
10,880
|
|
|
31.8
|
%
|
|||
General and administrative
|
|
92,043
|
|
|
15.9
|
%
|
|
77,904
|
|
|
16.1
|
%
|
|
14,139
|
|
|
18.1
|
%
|
|||
Depreciation and amortization
|
|
69,156
|
|
|
12.0
|
%
|
|
57,084
|
|
|
11.8
|
%
|
|
12,072
|
|
|
21.1
|
%
|
|||
Other operating, net
|
|
11
|
|
|
—
|
%
|
|
(244
|
)
|
|
(0.1
|
)%
|
|
255
|
|
|
104.5
|
%
|
|||
Operating income
|
|
232,637
|
|
|
40.3
|
%
|
|
191,055
|
|
|
39.4
|
%
|
|
41,582
|
|
|
21.8
|
%
|
|||
Investment loss
|
|
47,766
|
|
|
8.3
|
%
|
|
2,744
|
|
|
0.6
|
%
|
|
45,022
|
|
|
1,640.7
|
%
|
|||
Other (income) expense, net
|
|
(175,271
|
)
|
|
(30.3
|
)%
|
|
293
|
|
|
0.1
|
%
|
|
175,564
|
|
|
NM
|
|
|||
Interest expense, net
|
|
29,344
|
|
|
5.1
|
%
|
|
17,814
|
|
|
3.7
|
%
|
|
11,530
|
|
|
64.7
|
%
|
|||
Loss on extinguishment of debt
|
|
3,296
|
|
|
0.6
|
%
|
|
—
|
|
|
—
|
%
|
|
3,296
|
|
|
—
|
%
|
|||
Provision for income taxes
|
|
124,679
|
|
|
21.6
|
%
|
|
40,586
|
|
|
8.4
|
%
|
|
84,093
|
|
|
207.2
|
%
|
|||
Net income
|
|
$
|
202,823
|
|
|
35.1
|
%
|
|
$
|
129,618
|
|
|
26.8
|
%
|
|
$
|
73,205
|
|
|
56.5
|
%
|
Operating income for segments:
|
|
|
|
|
|
|
|||||||||||||||
North America
|
|
$
|
138,748
|
|
|
|
|
$
|
135,760
|
|
|
|
|
$
|
2,988
|
|
|
2.2
|
%
|
||
International
|
|
93,889
|
|
|
|
|
55,295
|
|
|
|
|
38,594
|
|
|
69.8
|
%
|
|||||
Operating income
|
|
$
|
232,637
|
|
|
|
|
$
|
191,055
|
|
|
|
|
$
|
41,582
|
|
|
21.8
|
%
|
||
Operating margin for segments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
North America
|
|
38.1
|
%
|
|
|
|
39.3
|
%
|
|
|
|
(1.2
|
)%
|
|
|
||||||
International
|
|
44.0
|
%
|
|
|
|
39.9
|
%
|
|
|
|
4.1
|
%
|
|
|
||||||
Consolidated
|
|
40.3
|
%
|
|
|
|
39.4
|
%
|
|
|
|
0.8
|
%
|
|
|
•
|
The impact of acquisitions during 2016 and 2017, which contributed approximately $58 million in additional revenue.
|
•
|
Organic growth of approximately 8% on a constant fuel price, fuel spread margin, foreign currency and pro forma basis, driven by increases in both volume and revenue per transaction in certain of our payment programs.
|
•
|
Although we cannot precisely measure the impact of the macroeconomic environment, in total we believe it had a favorable impact on our consolidated revenue for the three months ended
September 30, 2017
over the comparable period in
2016
of approximately
$4 million
. This was primarily due to favorable changes in foreign exchange rates in Brazil and the United Kingdom in the three months ended
September 30, 2017
compared to
2016
.
|
•
|
The impact of our Cambridge acquisition during the third quarter of 2017, which contributed approximately $12 million in additional revenue.
|
•
|
Organic growth of approximately 5%, on a constant fuel price, fuel spread margin and pro forma basis, driven by increases in both volume and revenue per transaction in certain of our payment programs.
|
•
|
Although we cannot precisely measure the impact of the macroeconomic environment, in total we believe it had a negative impact on our North America segment revenue in three months ended
September 30, 2017
over the comparable period in
2016
of approximately
$2 million
, primarily due to the impact of lower fuel spread margins.
|
•
|
The impact of acquisitions during 2016 and 2017, which contributed approximately $
46
million in additional revenue.
|
•
|
Organic growth of approximately 12% on a constant macroeconomic and pro forma basis, driven by increases in both volume and revenue per transaction in certain of our payment programs.
|
•
|
Although we cannot precisely measure the impact of the macroeconomic environment, in total we believe it had a positive impact on our International segment revenue for the three months ended
September 30, 2017
over the comparable period in
2016
of approximately
$6 million
. Changes in foreign exchange rates and fuel price had favorable impacts on consolidated revenues of approximately
$4 million
and
$2 million
, respectively.
|
(Unaudited)
|
|
Nine Months Ended September 30, 2017
|
|
% of total
revenue
|
|
Nine Months Ended September 30, 2016
|
|
% of total
revenue
|
|
Increase
(decrease)
|
|
% Change
|
|||||||||
Revenues, net:
|
|
|
|
|
|
|
|||||||||||||||
North America
|
|
$
|
1,037,386
|
|
|
63.3
|
%
|
|
$
|
950,542
|
|
|
72.2
|
%
|
|
$
|
86,844
|
|
|
9.1
|
%
|
International
|
|
602,161
|
|
|
36.7
|
%
|
|
366,051
|
|
|
27.8
|
%
|
|
236,110
|
|
|
64.5
|
%
|
|||
Total revenues, net
|
|
1,639,547
|
|
|
100.0
|
%
|
|
1,316,593
|
|
|
100.0
|
%
|
|
322,954
|
|
|
24.5
|
%
|
|||
Consolidated operating expenses:
|
|
|
|
|
|
|
|||||||||||||||
Merchant commissions
|
|
82,690
|
|
|
5.0
|
%
|
|
78,755
|
|
|
6.0
|
%
|
|
3,935
|
|
|
5.0
|
%
|
|||
Processing
|
|
316,429
|
|
|
19.3
|
%
|
|
256,738
|
|
|
19.5
|
%
|
|
59,691
|
|
|
23.2
|
%
|
|||
Selling
|
|
122,854
|
|
|
7.5
|
%
|
|
92,680
|
|
|
7.0
|
%
|
|
30,174
|
|
|
32.6
|
%
|
|||
General and administrative
|
|
275,046
|
|
|
16.8
|
%
|
|
209,084
|
|
|
15.9
|
%
|
|
65,962
|
|
|
31.5
|
%
|
|||
Depreciation and amortization
|
|
198,731
|
|
|
12.1
|
%
|
|
141,848
|
|
|
10.8
|
%
|
|
56,883
|
|
|
40.1
|
%
|
|||
Other operating, net
|
|
49
|
|
|
—
|
%
|
|
(690
|
)
|
|
(0.1
|
)%
|
|
739
|
|
|
107.1
|
%
|
|||
Operating income
|
|
643,748
|
|
|
39.3
|
%
|
|
538,178
|
|
|
40.9
|
%
|
|
105,570
|
|
|
19.6
|
%
|
|||
Investment loss (income)
|
|
52,497
|
|
|
3.2
|
%
|
|
(2,247
|
)
|
|
(0.2
|
)%
|
|
54,744
|
|
|
(2,436.3
|
)%
|
|||
Other (income) expense, net
|
|
(173,626
|
)
|
|
(10.6
|
)%
|
|
1,056
|
|
|
0.1
|
%
|
|
174,682
|
|
|
NM
|
|
|||
Interest expense, net
|
|
76,322
|
|
|
4.7
|
%
|
|
49,905
|
|
|
3.8
|
%
|
|
26,417
|
|
|
52.9
|
%
|
|||
Loss on extinguishment of debt
|
|
3,296
|
|
|
0.2
|
%
|
|
—
|
|
|
—
|
%
|
|
3,296
|
|
|
—
|
%
|
|||
Provision for income taxes
|
|
227,756
|
|
|
13.9
|
%
|
|
132,503
|
|
|
10.1
|
%
|
|
95,253
|
|
|
71.9
|
%
|
|||
Net income
|
|
$
|
457,503
|
|
|
27.9
|
%
|
|
$
|
356,961
|
|
|
27.1
|
%
|
|
$
|
100,542
|
|
|
28.2
|
%
|
Operating income for segments:
|
|
|
|
|
|
|
|||||||||||||||
North America
|
|
$
|
394,646
|
|
|
|
|
$
|
367,221
|
|
|
|
|
$
|
27,425
|
|
|
7.5
|
%
|
||
International
|
|
249,102
|
|
|
|
|
170,957
|
|
|
|
|
78,145
|
|
|
45.7
|
%
|
|||||
Operating income
|
|
$
|
643,748
|
|
|
|
|
$
|
538,178
|
|
|
|
|
$
|
105,570
|
|
|
19.6
|
%
|
||
Operating margin for segments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
North America
|
|
38.0
|
%
|
|
|
|
38.6
|
%
|
|
|
|
(0.6
|
)%
|
|
|
||||||
International
|
|
41.4
|
%
|
|
|
|
46.7
|
%
|
|
|
|
(5.3
|
)%
|
|
|
||||||
Consolidated
|
|
39.3
|
%
|
|
|
|
40.9
|
%
|
|
|
|
(1.6
|
)%
|
|
|
•
|
The impact of acquisitions during 2016 and 2017, which contributed approximately $175 million in additional revenue.
|
•
|
Organic growth of approximately 9% on a constant fuel price, fuel spread margin, foreign currency and pro forma basis, driven by increases in both volume and revenue per transaction in certain of our payment programs.
|
•
|
Although we cannot precisely measure the impact of the macroeconomic environment, in total we believe it had a positive impact on our consolidated revenue for the
nine
months ended
September 30, 2017
over the comparable period
|
•
|
The impact of our Cambridge acquisition during the third quarter of 2017, which contributed approximately $12 million in additional revenue.
|
•
|
Organic growth of approximately 8%, on a constant fuel price, fuel spread margin and pro forma basis, driven by increases in both volume and revenue per transaction in certain of our payment programs.
|
•
|
Although we cannot precisely measure the impact of the macroeconomic environment, in total we believe it had a positive impact on our North America segment revenue in
nine
months ended
September 30, 2017
over the comparable period in
2016
of approximately
$19 million
. This was primarily due to the favorable impact of changes in fuel prices and slightly higher fuel spread margins.
|
•
|
The impact of acquisitions during 2016 and 2017, which contributed approximately $163 million in additional revenue.
|
•
|
Organic growth of approximately 10% on a constant macroeconomic and pro forma basis, driven by increases in both volume and revenue per transaction in certain of our payment programs.
|
•
|
Although we cannot precisely measure the impact of the macroeconomic environment, in total we believe it had a negative impact on our International segment revenue for the
nine
months ended
September 30, 2017
over the comparable period in
2016
of approximately
$2 million
. This was primarily due to unfavorable fluctuations in foreign exchange rates, partially offset by the impact of higher fuel prices.
|
|
|
Nine Months Ended September 30,
|
||||||
(Unaudited)
|
|
2017
|
|
2016
|
||||
Net cash provided by operating activities
|
|
$
|
419.5
|
|
|
$
|
404.3
|
|
Net cash used in investing activities
|
|
(341.6
|
)
|
|
(1,371.5
|
)
|
||
Net cash provided by financing activities
|
|
250.1
|
|
|
976.4
|
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
(Unaudited)
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Revenues, net
|
|
$
|
577,877
|
|
|
$
|
484,426
|
|
|
$
|
1,639,547
|
|
|
$
|
1,316,593
|
|
Merchant commissions
|
|
(27,687
|
)
|
|
(28,214
|
)
|
|
(82,690
|
)
|
|
(78,755
|
)
|
||||
Total adjusted revenues
|
|
$
|
550,190
|
|
|
$
|
456,212
|
|
|
$
|
1,556,857
|
|
|
$
|
1,237,838
|
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
(Unaudited)
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Net income
|
|
$
|
202,823
|
|
|
$
|
129,618
|
|
|
$
|
457,503
|
|
|
$
|
356,961
|
|
Net income per diluted share
|
|
2.18
|
|
|
1.36
|
|
|
4.87
|
|
|
3.75
|
|
||||
Stock based compensation
|
|
24,654
|
|
|
17,405
|
|
|
68,897
|
|
|
50,025
|
|
||||
Amortization of intangible assets
|
|
54,003
|
|
|
46,341
|
|
|
158,897
|
|
|
112,455
|
|
||||
Amortization of premium on receivables
|
|
1,650
|
|
|
1,348
|
|
|
4,738
|
|
|
3,687
|
|
||||
Amortization of deferred financing costs and discounts
|
|
1,611
|
|
|
1,917
|
|
|
5,411
|
|
|
5,568
|
|
||||
Amortization of intangibles at Masternaut investment
|
|
2,965
|
|
|
2,406
|
|
|
8,341
|
|
|
7,533
|
|
||||
Impairment of Masternaut investment
|
|
44,600
|
|
|
—
|
|
|
44,600
|
|
|
—
|
|
||||
Net gain on disposition of business
|
|
(109,205
|
)
|
|
—
|
|
|
(109,205
|
)
|
|
—
|
|
||||
Loss on extinguishment of debt
|
|
3,296
|
|
|
—
|
|
|
3,296
|
|
|
—
|
|
||||
Non recurring loss due to merger of entities
|
|
2,028
|
|
|
—
|
|
|
2,028
|
|
|
—
|
|
||||
Non-recurring net gain at Masternaut investment
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(10,845
|
)
|
||||
Total pre-tax adjustments
|
|
25,602
|
|
|
69,417
|
|
|
187,003
|
|
|
168,423
|
|
||||
Income tax impact of pre-tax adjustments at the effective tax rate
1
|
|
(25,656
|
)
|
|
(15,726
|
)
|
|
(69,711
|
)
|
|
(46,425
|
)
|
||||
Adjusted net income
|
|
$
|
202,769
|
|
|
$
|
183,310
|
|
|
$
|
574,795
|
|
|
$
|
478,959
|
|
Adjusted net income per diluted share
|
|
$
|
2.18
|
|
|
$
|
1.92
|
|
|
$
|
6.12
|
|
|
$
|
5.03
|
|
Diluted shares
|
|
93,001
|
|
|
95,307
|
|
|
93,923
|
|
|
95,204
|
|
*Columns may not calculate due to impact of rounding.
|
1
Excludes the results of our Masternaut investment on our effective tax rate, as results from our Masternaut investment are reported within the Consolidated Income Statements on a post-tax basis and no tax-over-book outside basis differences related to our investment reversed during 2016 or are expected to reverse in 2017. Also excludes the net gain realized upon our disposition of NexTraq, representing a pretax gain of $175.0 and tax on gain of $65.8. The tax on the gain is included in "Net gain on disposition of business".
|
Item 3.
|
Quantitative and Qualitative Disclosures About Market Risk
|
Item 4.
|
Controls and Procedures
|
Item 1.
|
Legal Proceedings
|
Item 1A.
|
Risk Factors
|
•
|
Our international payments provider business provides currency conversion and foreign exchange hedging services to our customers, exposing us to foreign currency exchange risk. In order to help mitigate these risks, we enter into derivative contracts. However, these contracts do not eliminate all of the risks related to fluctuating foreign currency rates.
|
•
|
Our international payments provider business is heavily dependent on global trade. A downturn in global trade or the failure of long-term import growth rates to return to historic levels could have an adverse effect on our business, financial condition, results of operations, cash flows, and our cash management strategies. Additionally, as customer hedging activity in our international payments provider business generally varies with currency volatility, we have experienced and may experience in the future lower foreign exchange revenues in periods of lower currency volatility.
|
•
|
The counterparties to the derivative financial instruments that we use in our international payments provider business to reduce our exposure to various market risks, including changes in foreign exchange rates, may fail to honor their obligations, which could expose us to risks we had sought to mitigate. This includes the exposure generated when we write derivative contracts to our customers as part of our cross-currency payments business, and we typically hedge the net exposure through offsetting contracts with established financial institution counterparties. That failure could have an adverse effect on our financial condition, results of operations, and cash flows.
|
Item 2.
|
Unregistered Sales of Equity Securities and Use of Proceeds
|
Period
|
|
Total Number of Shares Purchased
|
|
Average Price Paid Per Share
|
|
Total Number of Shares Purchased as Part of the Publicly Announced Plan
|
|
Maximum Value that May Yet be Purchased Under the Publicly Announced Plan (in thousands)
|
||||||
August 1, 2017 through August 31, 2017
|
|
1,491,647
|
|
|
$
|
142.46
|
|
|
3,161,958
|
|
|
$
|
647,430
|
|
September 1, 2017 through September 30, 2017
|
|
952,146
|
|
|
$
|
144.38
|
|
|
4,114,104
|
|
|
$
|
509,957
|
|
Item 3.
|
Defaults Upon Senior Securities
|
Item 4.
|
Mine Safety Disclosures
|
Item 5.
|
Other Information
|
|
|
|
Exhibit
No.
|
|
|
|
Acquisition agreement to acquire Serviços e Tecnologia de Pagamentos S.A. (incorporated by reference to Exhibit 2.1 to the Registrant's Form 8-K, File No. 001-35004, filed with the Securities and Exchange Commission ("SEC") on March 18, 2016)
|
|
|
|
|
|
Amended and Restated Certificate of Incorporation of FleetCor Technologies, Inc. (incorporated by reference to Exhibit 3.1 to the Registrant’s Annual Report on Form 10-K, File No. 001-35004, filed with the SEC on March 25, 2011)
|
|
|
|
|
|
Amended and Restated Bylaws of FleetCor Technologies, Inc. (incorporated by reference to Exhibit 3.2 to the Registrant’s Annual Report on Form 10-K, File No. 001-35004, filed with the SEC on October 28, 2016)
|
|
|
|
|
|
Form of Stock Certificate for Common Stock (incorporated by reference to Exhibit 4.1 to Amendment No. 3 to the Registrant’s Registration Statement on Form S-1, File No. 333-166092, filed with the SEC on June 29, 2010)
|
|
|
|
|
|
Third Amendment to Credit Agreement, date as of August 2, 2017, among FleetCor Technologies Operating Company, LLC, as the Company, FleetCor Technologies, Inc., as the Parent, the designated borrowers party hereto, the other guarantors party hereto, Bank of America, N.A., as administrative agent, swing line lender and l/c issuer, and the other lenders party hereto Merrill Lynch, Pierce, Fenner & Smith Incorporated, as sole lead arranger and sole book runner (incorporated by reference to Exhibit 10.1 to the Registrant's Quarterly Report on Form 10-Q, File No. 001-35004, filed with the SEC on August 8, 2017)
|
|
|
|
|
|
Certification of Chief Executive Officer pursuant to Rule 13a-14(a) and rule 15d-14(a) of the Securities Exchange Act, as amended
|
|
|
|
|
|
Certification of Chief Financial Officer pursuant to Rule 13a-14(a) and rule 15d-14(a) of the Securities Exchange Act, as amended
|
|
|
|
|
|
Certification of Chief Executive Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2001
|
|
|
|
|
|
Certification of Chief Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2001
|
|
|
|
|
101
|
|
The following financial information for the Registrant formatted in XBRL (Extensible Business Reporting Language): (i) the Consolidated Balance Sheets, (ii) the Unaudited Consolidated Statements of Income, (iii) the Unaudited Consolidated Statements of Comprehensive Income; (iv) the Unaudited Consolidated Statements of Cash Flows and (v) the Notes to Unaudited Consolidated Financial Statements
|
|
|
|
|
|
|
|
|
|
FleetCor Technologies, Inc.
|
|
|
|
|
(Registrant)
|
|
|
|
||
Signature
|
|
|
|
Title
|
|
|
|
||
/s/ Ronald F. Clarke
|
|
|
|
President, Chief Executive Officer and Chairman of the Board of Directors (Duly Authorized Officer and Principal
Executive Officer)
|
Ronald F. Clarke
|
|
|
|
|
|
|
|
||
/s/ Eric R. Dey
|
|
|
|
Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)
|
Eric R. Dey
|
|
|
|
1 Year FleetCor Technologies Chart |
1 Month FleetCor Technologies Chart |
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