6. Acquisitions

2011 Acquisitions

During 2011, the Company completed several foreign acquisitions with an aggregate purchase price of $333.8 million, net of cash acquired.

Allstar Business Solutions Limited

On December 13, 2011, the Company acquired all of the outstanding stock of Allstar Business Solutions Limited (Allstar) in the United Kingdom. The purpose of the transaction was to expand the Company's European commercial fleet card offerings. The results of Allstar are included in the Company's consolidated financial statements from the date of the acquisition. The total consideration for this acquisition was £200 million or approximately $312 million, including amounts applied at the closing to the repayment of Allstar's debt. The consideration for the transaction was paid using FleetCor's existing cash and credit facilities.

The following unaudited pro forma statements of income for the years ended December 31, 2011 and 2010 have been prepared to give effect to the Allstar acquisition described above assuming that it occurred on January 1 of each fiscal year presented. The pro forma statements of income are presented for illustrative purposes only and are not necessarily indicative of the results of operations that would have been obtained had this transaction actually occurred at the beginning of the periods presented, nor do they intend to be a projection of future results of operations. The pro forma statements of income have been prepared from the Company's and Allstar's historical audited consolidated statements of income for the years ended December 31, 2011 and 2010.

The pro forma information is based on estimates and assumptions that have been made solely for purposes of developing such pro forma information, including without limitations, purchase accounting adjustments. The pro forma financial information presented below also includes depreciation and amortization based on the valuation of Allstar's tangible and intangible assets resulting from the acquisition. The pro forma financial information does not include any synergies or operating cost reductions that may be achieved from the combined operations.


	Pro forma statements of income for the year ended December 31 (unaudited) (in thousands except per share data)
	2011		2010
Income statement data:
Revenues, net	$	595,864	$	505,287
Income before income taxes		223,251		162,153
Net income		156,430		115,496

Earnings per share:
Basic	$	1.94	$	3.22
Diluted		1.87		1.43

Weighted average shares outstanding:
Basic		80,610		35,434
Diluted		83,654		80,751

The following table summarizes the preliminary allocation of the purchase price for Allstar (in thousands):


Trade and other receivables	$	253,628
Prepaid expenses and other		139
Property and equipment		601
Goodwill		172,898
Other intangible assets		82,053
Notes and other liabilities assumed		(177,004	)
Deferred tax liabilities		(20,485	)

Purchase price	$	311,830

The allocation of purchase price is preliminary due to the timing of the acquisition and our fiscal year end. Goodwill recognized is comprised primarily of expected synergies from combining the operations of the Company and Allstar. Included within goodwill is $20.5 million of deferred income tax liabilities recorded as part of the purchase price allocation. The goodwill acquired with this business is not deductible for tax purposes.

Mexican Prepaid FuelCard and Food Voucher business

In August 2011, the Company acquired all of the stock of a prepaid fuel card and food voucher company in Mexico. The acquired company provides fuel and food card/voucher services to businesses and governmental entities in Mexico and serves over 10,000 businesses, with over 800,000 cardholders and beneficiaries. Purchases are predominately prepaid and revenues are earned both from customers and merchants. Results from the acquired Mexico business are reported in our International segment. This business acquisition was not material to our consolidated financial statements and accordingly, we have not provided pro forma information relating to this acquisition. The goodwill acquired with this business is not deductible for tax purposes.

At December 31, 2011, approximately $237 million of the Company's goodwill is deductible for tax purposes. The Company incurred acquisition related costs of $2.3 million in 2011, which are included within general and administrative expenses in the Consolidated Statements of Income. These acquisitions did not materially affect revenues and earnings during 2011.

2010 Acquisitions

During 2010, the Company completed several foreign acquisitions with an aggregate purchase price of $11.2 million.

The following table summarizes the allocation of the purchase price for the acquisitions during 2010 (in thousands):


Trade and other receivables	$	914
Prepaid expenses and other		5,378
Property and equipment		70
Goodwill		11,330
Other intangible assets		13,502
Notes and other liabilities assumed		(20,361	)

Purchase price	$	10,833

The purchase price is net of cash and cash equivalents acquired totaling $1.9 million. Included within goodwill is $1.5 million of deferred income tax liabilities recorded as part of the purchase price allocation.

Intangible assets allocated in connection with the purchase price allocations consisted of the following (in thousands):


	Weighted Average Useful Lives (in Years)		2010 Acquisitions
Customer relationships		9 – 20	$	11,461
Merchant network		5– 15		2,041

			$	13,502

2009 Acquisitions

CLC Group, Inc. and Subsidiaries

On April 1, 2009, the Company acquired all of the outstanding stock of CLC Group, Inc. and Subsidiaries (CLC). The purpose of the transaction was to expand the Company's service offerings to include lodging and transportation management services. The results of CLC are included in the Company's consolidated financial statements from the date of the acquisition. The total consideration for this acquisition was $169.1 million, consisting of cash paid of $161.1 million and the issuance of $8 million of Series E Preferred Stock.

The following unaudited pro forma statements of income for the years ended December 31, 2009 and 2008 have been prepared to give effect to the CLC acquisition described above assuming that it occurred on January 1 of each fiscal year presented. The pro forma statements of income are presented for illustrative purposes only and are not necessarily indicative of the results of operations that would have been obtained had this transaction actually occurred at the beginning of the periods presented, nor do they intend to be a projection of future results of operations. The pro forma statements of income have been prepared from the Company's and CLC's historical audited consolidated statements of income for the years ended December 31, 2009 and 2008.

The pro forma information is based on estimates and assumptions that have been made solely for purposes of developing such pro forma information, including without limitations, purchase accounting adjustments. The pro forma financial information presented below also includes depreciation and amortization based on the valuation of CLC's tangible and intangible assets resulting from the acquisition. The pro forma financial information does not include any synergies or operating cost reductions that may be achieved from the combined operations.


	Pro forma statements of income for the year ended December 31 (unaudited) (in thousands except per share data)
	2010		2009
Income statement data:
Revenues, net	$	433,841	$	370,381
Income before income taxes		151,280		137,092
Net income		107,896		93,413

Earnings per share:
Basic	$	3.00	$	2.33
Diluted		1.34		1.15

Weighted average shares outstanding:
Basic		35,434		33,802
Diluted		80,751		80,979

ReD Fuel Cards (Europe)

On August 13, 2009, the Company acquired all of the outstanding stock of ReD Fuel Cards (Europe) Limited (ReD). The purpose of the transaction was to expand the Company's European commercial fleet card offerings. The results of ReD are included in the Company's consolidated financial statements from the date of the acquisition. The total consideration for this acquisition was cash of $62.9 million.

The following table summarizes the allocation of the purchase price for all acquisitions during 2009 (in thousands):


Trade and other receivables	$	40,072
Prepaid expenses and other		6,708
Property and equipment		6,793
Goodwill		182,899
Other intangible assets		99,820
Notes and other liabilities assumed		(103,855	)

Purchase price	$	232,437

The purchase price is net of cash and cash equivalents acquired totaling $3.0 million. Included within goodwill is $39.2 million of deferred income tax liabilities recorded as part of the purchase price allocation.

Intangible assets allocated in connection with the purchase price allocations in 2009 consisted of the following (in thousands):


	Weighted Average Useful Lives (in Years)		2009 Acquisitions
Customer relationships		9 – 20	$	80,863
Trade names and trademarks—indefinite		N/A		5,926
Merchant network		5– 15		7,930
Non compete agreements		2– 5		581
Software		3– 10		4,520

			$	99,820