8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): August 5, 2015

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 August 5, 2015, FleetCor Technologies, Inc. issued a press release announcing its financial results for the three and six months ended June 30, 2015. 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 August 5, 2015.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	FleetCor Technologies, Inc.
August 5, 2015	By:	/s/ Eric R. Dey
		Eric R. Dey
		Chief Financial Officer

Exhibit Index

Exhibit No.	Description
99.1	FleetCor Technologies, Inc. press release dated August 5, 2015.

EX-99.1

Exhibit 99.1

FleetCor Reports Second Quarter 2015 Financial Results

Adjusted Net Income Grows 28% Year-Over-Year

Raises 2015 Guidance

NORCROSS, Ga., August 5, 2015 — FleetCor Technologies, Inc. (NYSE: FLT), a leading global provider of fuel cards and workforce payment products to businesses, today reported financial results for its second quarter ended June 30, 2015.

“We reported solid second quarter results, despite the continuation of a pretty unfavorable macro-environment. Importantly, our fundamentals were strong, organic adjusted revenue growth was approximately 8% in the quarter, on a constant fuel price, currency, and spread basis,” said Ron Clarke, chairman and chief executive officer, FleetCor Technologies, Inc. “We are raising our full year 2015 guidance by approximately $0.12 to reflect our second quarter beat in adjusted net income per diluted share and the inclusion of SVS for the remainder of 2015.”

Financial Results for Second Quarter 2015:

GAAP Results

• Total revenues increased 48% to $404.6 million compared to $273.5 million in the second quarter of 2014.

• GAAP net income ¹ increased to $98.7 million or $1.05 per diluted share in the second quarter of 2015 compared to GAAP net income of $88.5 million or $1.03 per diluted share in the second quarter of 2014.

Non-GAAP Results

• Adjusted revenues¹ (revenues, net less merchant commissions) increased 51% to $382.9 million compared to $253.2 million in the second quarter of 2014.

• Adjusted net income¹ increased 28% to $138.9 million compared to $108.9 million in the second quarter of 2014.

• Adjusted net income per diluted share¹ increased 16% to $1.48 compared to $1.27 in the second quarter of 2014.

Fiscal Year 2015 Outlook:

“The second quarter of 2015 was another good quarter for FleetCor despite the significant macro-economic headwinds around foreign exchange rates and declining fuel prices. In the aggregate, these macro-economic headwinds impacted our business in the second quarter by approximately $0.28 in adjusted net income per diluted share compared to the second quarter of last year,” said Eric Dey, chief financial officer, FleetCor Technologies, Inc.

For fiscal year 2015 FleetCor Technologies, Inc. is raising its financial guidance for 2015 as follows:

• Total revenues between $1,690 million and $1,730 million, up from the previous guidance range of between $1,600 million and $1,650 million;

• Adjusted net income between $580 million and $590 million, up from the previous guidance range of between $565 million and $585 million;

• Adjusted net income per diluted share between $6.17 and $6.27, up from the previous guidance range of between $6.00 and $6.20.

¹  Reconciliations 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.

1

FleetCor’s fiscal-year guidance assumptions for 2015 are as follows:

• Weighted average fuel prices of $2.80 for the balance of the year in the U.S. compared to $3.62 per gallon average in the U.S. in the second half of 2014, down approximately 23%.

• Market spreads lower in the third and fourth quarters of 2015 compared to the third and fourth quarters of 2014.

• Foreign exchange rates equal to the seven day average ending July 13, 2015, a negative impact to revenue of approximately $12 million and approximately $0.05 to $0.06 in adjusted net income per diluted share compared to previous guidance.

• SVS business is retained for the remainder of the year.

• Fully diluted shares outstanding of 94.3 million shares.

• No impact related to acquisitions or material new partnership agreements not already disclosed.

Conference Call

The company will host a conference call to discuss second quarter 2015 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 (855) 327-6837, or for international callers (631) 982-4565. 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 908050. The replay will be available until August 12, 2015. 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 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 delays or failures associated with implementation; fuel price and spread volatility; changes in credit risk of customers and associated losses; the actions of regulators relating to payment cards 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; the impact of foreign exchange rates on operations, revenue and income; the effects of general economic conditions on fueling patterns and the commercial activity of fleets, as well as the other risks and uncertainties identified under the caption “Risk Factors” in FleetCor’s Annual Report on Form 10-K for the year ended December 31, 2014, filed with the Securities and Exchange Commission on March 2, 2015. 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.

2

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 and intangible assets, (c) amortization of the premium recognized on the purchase of receivables, (d) loss on the early extinguishment of debt, (e) our proportionate share of amortization of intangible assets at our equity method investment, and (f) other non-cash adjustments. The company uses adjusted revenues as a basis to evaluate the company’s revenues, net of the commissions that are paid to merchants to participate in our card programs. The commissions paid to merchants can vary when market spreads fluctuate in much the same way as revenues are impacted when market spreads fluctuate. The company believes this is a more effective way to evaluate the company’s revenue performance. We prepare adjusted net income to eliminate the effect of items that we do not consider indicative of our core operating performance. Adjusted revenues and adjusted net income are supplemental measures of operating performance that do not represent and should not be considered as an alternative to revenues, net, net income or cash flow from operations, as determined by U.S. generally accepted accounting principles, or U.S. GAAP, and our calculation thereof may not be comparable to that reported by other companies. We believe it is useful to exclude 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 exclude loss on the early extinguishment of debt from adjusted net income, as this expense is non-cash and is one-time in nature and does not reflect the ongoing operations of the business.

Management uses adjusted revenues and adjusted net income:

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

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

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

• to evaluate the performance and effectiveness of our operational strategies.

We believe adjusted revenues and adjusted net income are 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 commercial customer base that can increase their sales and customer loyalty. FleetCor serves commercial accounts in North America, Latin America, Europe, Australia and New Zealand. For more information, please visit www.fleetcor.com.

Contact:

Investor Relations

investor@fleetcor.com

(770) 729-2017

3

FleetCor Technologies, Inc. and subsidiaries

Consolidated Statements of Income

(In thousands, except per share amounts)

	Three Months Ended June 30,					Six Months Ended June 30,
	2015		2014			2015		2014
	(Unaudited)		(Unaudited)			(Unaudited)		(Unaudited)
Revenues, net	$	404,605	$	273,502		$	820,771	$	527,410
Expenses:
Merchant commissions		21,725		20,327			49,051		37,950
Processing		74,564		38,845			155,920		75,701
Selling		27,297		17,521			53,628		34,935
General and administrative		63,041		37,896			132,338		81,357
Depreciation and amortization		48,827		24,429			96,909		48,847
Operating income		169,151		134,484			332,925		248,620
Equity method investment loss		5,118		1,489			7,818		1,489
Other expense (income), net		653		(268	)		2,513		276
Interest expense, net		18,089		5,308			37,655		10,769
Total other expense		23,860		6,529			47,986		12,534
Income before income taxes		145,291		127,955			284,939		236,086
Provision for income taxes		46,613		39,406			92,108		72,428
Net income	$	98,678	$	88,549		$	192,831	$	163,658
Basic earnings per share	$	1.07	$	1.07		$	2.10	$	1.97
Diluted earnings per share	$	1.05	$	1.03		$	2.05	$	1.91
Weighted average shares outstanding:
Basic shares		91,904		82,996			91,828		82,867
Diluted shares		94,050		85,817			93,992		85,757

FleetCor Technologies, Inc. and subsidiaries

Consolidated Balance Sheets

(In thousands, except share and par value amounts)

	June 30, 2015			December 31, 2014
	(Unaudited)
Assets
Current assets:
Cash and cash equivalents	$	384,175		$	477,069
Restricted cash		129,354			135,144
Accounts receivable (less allowance for doubtful accounts of $22,400 and $23,842, respectively)		811,477			673,797
Securitized accounts receivable - restricted for securitization investors		764,000			675,000
Prepaid expenses and other current assets		57,857			74,889
Deferred income taxes		54,143			101,451
Total current assets		2,201,006			2,137,350
Property and equipment		146,978			135,062
Less accumulated depreciation and amortization		(73,816	)		(61,499	)
Net property and equipment		73,162			73,563
Goodwill		3,767,071			3,811,862
Other intangibles, net		2,338,148			2,437,367
Equity method investment		121,807			141,933
Other assets		73,477			72,431
Total assets	$	8,574,671		$	8,674,506
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable	$	815,544		$	716,676
Accrued expenses		160,983			178,375
Customer deposits		456,693			492,257
Securitization facility		764,000			675,000
Current portion of notes payable and other obligations		482,342			749,764
Other current liabilities		42,038			84,546
Total current liabilities		2,721,600			2,896,618
Notes payable and other obligations, less current portion		2,112,245			2,168,953
Deferred income taxes		794,135			815,169
Other noncurrent liabilities		39,687			40,629
Total noncurrent liabilities		2,946,067			3,024,751
Commitments and contingencies
Stockholders’ equity:
Common stock, $0.001 par value; 475,000,000 shares authorized, 120,056,359 shares issued and 91,947,247 shares outstanding at June 30, 2015; and 475,000,000 shares authorized, 119,771,155 shares issued and 91,662,043 shares outstanding at December 31, 2014		120			120
Additional paid-in capital		1,899,688			1,852,442
Retained earnings		1,596,736			1,403,905
Accumulated other comprehensive loss		(243,143	)		(156,933	)
Less treasury stock, 28,109,112 shares at June 30, 2015 and December 31, 2014		(346,397	)		(346,397	)
Total stockholders’ equity		2,907,004			2,753,137
Total liabilities and stockholders’ equity	$	8,574,671		$	8,674,506

FleetCor Technologies, Inc. and Subsidiaries

Consolidated Statements of Cash Flows

(In Thousands)

	Six Months Ended June 30,
	2015			2014
	(Unaudited)			(Unaudited)
Operating activities
Net income	$	192,831		$	163,658
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation		15,096			9,673
Stock-based compensation		30,500			18,299
Provision for losses on accounts receivable		13,022			12,283
Amortization of deferred financing costs and discounts		3,517			1,062
Amortization of intangible assets		80,186			36,482
Amortization of premium on receivables		1,627			1,630
Deferred income taxes		(40,894	)		2,032
Equity method investment loss		7,818			1,489
Other non-cash operating expenses		(772	)		—
Changes in operating assets and liabilities (net of acquisitions):
Restricted cash		5,790			2,092
Accounts receivable		(233,528	)		(197,667	)
Prepaid expenses and other current assets		24			(8,285	)
Other assets		(2,961	)		(389	)
Excess tax benefits related to stock-based compensation		(9,639	)		(18,634	)
Accounts payable, accrued expenses and customer deposits		135,795			133,996
Net cash provided by operating activities		198,412			157,721
Investing activities
Acquisitions, net of cash acquired		(7,954	)		(189,850	)
Purchases of property and equipment		(16,234	)		(11,552	)
Net cash used in investing activities		(24,188	)		(201,402	)
Financing activities
Excess tax benefits related to stock-based compensation		9,639			18,634
Proceeds from issuance of common stock		7,105			8,277
Borrowings on securitization facility, net		89,000			75,400
Deferred financing costs paid		—			(546	)
Principal payments on notes payable		(51,750	)		(13,750	)
Payments on revolver - A Facility		(276,818	)		(262,377	)
Borrowings from revolver - A Facility		—			142,330
Payments on foreign revolver - B Facility		—			(7,337	)
Borrowings on swing line of credit, net		9,441			41,522
Payment of contingent consideration		(39,808	)		—
Other		(145	)		(371	)
Net cash (used in) provided by financing activities		(253,336	)		1,782
Effect of foreign currency exchange rates on cash		(13,782	)		1,436
Net decrease in cash and cash equivalents		(92,894	)		(40,463	)
Cash and cash equivalents, beginning of period		477,069			338,105
Cash and cash equivalents, end of period	$	384,175		$	297,642
Supplemental cash flow information
Cash paid for interest	$	38,883		$	12,797
Cash paid for income taxes	$	30,234		$	52,697

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 June 30,				Six Months Ended June 30,
	2015		2014		2015		2014
Revenues, net	$	404,605	$	273,502	$	820,771	$	527,410
Merchant commissions		21,725		20,327		49,051		37,950
Total adjusted revenues	$	382,880	$	253,175	$	771,720	$	489,460

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

	Three Months Ended June 30,						Six Months Ended June 30,
	2015			2014			2015			2014
Net income	$	98,678		$	88,549		$	192,831		$	163,658
Stock based compensation		13,549			7,687			30,500			18,299
Amortization of intangible assets		40,415			18,210			80,186			36,482
Amortization of premium on receivables		814			816			1,627			1,630
Amortization of deferred financing costs and discounts		1,773			531			3,517			1,062
Amortization of intangibles at equity method investment		2,667			2,149			5,372			2,149
Total pre-tax adjustments		59,218			29,393			121,202			59,622
Income tax impact of pre-tax adjustments at the effective tax rate		(18,999	)		(9,052	)		(39,179	)		(18,291	)
Adjusted net income	$	138,898		$	108,890		$	274,854		$	204,989
Adjusted net income per diluted share	$	1.48		$	1.27		$	2.92		$	2.39
Diluted shares		94,050			85,817			93,992			85,757

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 June 30,										Six Months Ended June 30,
	2015		2014		Change			% Change			2015		2014		Change			% Change
NORTH AMERICA
- Transactions2		389,410		42,717		346,693			811.6	%		774,194		83,142		691,052			831.2	%
- Revenues, net per transaction	$	0.73	$	3.25	$	(2.52	)		-77.5	%	$	0.75	$	3.19	$	(2.44	)		-76.4	%
- Revenues, net	$	284,576	$	138,861	$	145,715			104.9	%	$	583,389	$	265,236	$	318,153			120.0	%
INTERNATIONAL
- Transactions		45,674		47,524		(1,850	)		-3.9	%		92,453		94,282		(1,829	)		-1.9	%
- Revenues, net per transaction	$	2.63	$	2.83	$	(0.21	)		-7.2	%	$	2.57	$	2.78	$	(0.21	)		-7.7	%
- Revenues, net	$	120,029	$	134,641	$	(14,612	)		-10.9	%	$	237,382	$	262,174	$	(24,792	)		-9.5	%
FLEETCOR CONSOLIDATED REVENUES
- Transactions2		435,084		90,241		344,843			382.1	%		866,647		177,424		689,223			388.5	%
- Revenues, net per transaction	$	0.93	$	3.03	$	(2.10	)		-69.3	%	$	0.95	$	2.97	$	(2.03	)		-68.1	%
- Revenues, net	$	404,605	$	273,502	$	131,103			47.9	%	$	820,771	$	527,410	$	293,361			55.6	%
FLEETCOR CONSOLIDATED ADJUSTED REVENUES1
- Transactions2		435,084		90,241		344,843			382.1	%		866,647		177,424		689,223			388.5	%
- Adjusted Revenues per transaction	$	0.88	$	2.81	$	(1.93	)		-68.6	%	$	0.89	$	2.76	$	(1.87	)		-67.7	%
- Adjusted Revenues	$	382,880	$	253,175	$	129,705			51.2	%	$	771,720	$	489,460	$	282,260			57.7	%

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 296 million and 597 million transactions for the three and six months ended June 30, 2015, respectively, related to our SVS business acquired with Comdata in the fourth quarter of 2014.

Sources of Revenue3	Three Months Ended June 30,												Six Months Ended June 30,
	2015			2014			Change			% Change			2015			2014			Change			% Change
Revenue from customers and partners		65.8	%		55.1	%		10.7	%		19.4	%		64.6	%		55.6	%		9.0	%		16.2	%
Revenue from merchants and networks		34.2	%		44.9	%		-10.7	%		-23.8	%		35.4	%		44.4	%		-9.0	%		-20.3	%
Revenue tied to fuel-price spreads		10.3	%		14.5	%		-4.2	%		-29.0	%		12.0	%		14.2	%		-2.2	%		-15.5	%
Revenue influenced by absolute price of fuel		16.1	%		18.7	%		-2.6	%		-13.9	%		15.3	%		18.4	%		-3.1	%		-16.8	%
Revenue from program fees, late fees, interest and other		73.6	%		66.8	%		6.8	%		10.2	%		72.7	%		67.4	%		5.3	%		7.9	%

³  Expressed as a percentage of consolidated revenue.

Exhibit 3

Segment Results

(In thousands)

(Unaudited)

	Three Months Ended June 30,				Six Months Ended June 30,
	2015		2014		2015		2014
Revenues, net:
North America	$	284,576	$	138,861	$	583,389	$	265,236
International		120,029		134,641		237,382		262,174
	$	404,605	$	273,502	$	820,771	$	527,410
Operating income:
North America	$	109,584	$	68,317	$	219,350	$	124,514
International		59,567		66,167		113,575		124,106
	$	169,151	$	134,484	$	332,925	$	248,620
Depreciation and amortization:
North America	$	32,021	$	6,376	$	63,943	$	13,012
International		16,806		18,053		32,966		35,835
	$	48,827	$	24,429	$	96,909	$	48,847
Capital expenditures:
North America	$	3,793	$	1,840	$	8,017	$	3,836
International		4,336		4,128		8,217		7,716
	$	8,129	$	5,968	$	16,234	$	11,552