8-K
CORPAY, INC. (CPAY)
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): February 8, 2023
________________________________________________________
FLEETCOR Technologies, Inc.
________________________________________________________
(Exact name of registrant as specified in its charter)
_______________________________________________________
| Delaware | 001-35004 | 72-1074903 |
|---|---|---|
| (State or other jurisdiction of<br>incorporation or organization) | (Commission<br>File Number) | (I.R.S. Employer<br>Identification No.) |
| 3280 Peachtree Road, Suite 2400 | Atlanta | 30305 |
| (Address of principal executive offices) | GA | (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)) | | --- | --- |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading<br>Symbols(s) | Name of each exchange on which registered |
|---|---|---|
| Common Stock | FLT | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02 Results of Operations and Financial Condition.
On February 8, 2023, FLEETCOR Technologies, Inc. (the "Company") issued a press release announcing its financial results for the three months and year ended December 31, 2022. 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 7.01 Regulation FD Disclosure.
The Company has made available on its website in the investor relations section an earnings release supplement.
Item 9.01 Financial Statements and Exhibits.
| (d) | Exhibits |
|---|---|
| 99.1 | FLEETCOR Technologies, Inc. press release dated February 8, 2023 |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL) |
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. | ||
|---|---|---|
| February 8, 2023 | By: /s/ Alissa B. Vickery | |
| Alissa B. Vickery | ||
| Chief Financial Officer |
Exhibit Index
| Exhibit No. | Description |
|---|---|
| 99.1 | Press release dated February 8, 2023. |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL). |
Document
Exhibit 99.1
FLEETCOR® Reports Fourth Quarter and Full Year 2022 Financial Results
All-time record revenues and adjusted net income
Atlanta — February 8, 2023 — FLEETCOR Technologies, Inc. (NYSE: FLT), a leading global business payments company, today reported financial results for its fourth quarter and year ended December 31, 2022.
“We reported better than expected results in the fourth quarter, with very favorable sales and retention trends exiting the year,” said Ron Clarke, Chairman and Chief Executive Officer, FLEETCOR Technologies, Inc. “Our full year 2022 financial performance was absolutely outstanding, with 21% revenue growth, and 22% adjusted earnings per share growth.1 Additionally, we made meaningful advances on our EV capabilities and are running hard at that big opportunity.”
Financial Results for Fourth Quarter of 2022:
GAAP Results
•Revenues increased 10% to $883.6 million in the fourth quarter of 2022, compared with $802.3 million in the fourth quarter of 2021.
•Net income was $225.3 million in the fourth quarter of 2022, compared with $225.0 million in the fourth quarter of 2021.
•Net income per diluted share increased 11% to $3.03 in the fourth quarter of 2022, compared with $2.74 per diluted share in the fourth quarter of 2021.
Non-GAAP Results1
•Adjusted net income1 decreased 2% to $300.2 million in the fourth quarter of 2022 compared with $304.9 million in the fourth quarter of 2021.
•Adjusted net income per diluted share1 increased 9% to $4.04 in the fourth quarter of 2022, compared with $3.72 per diluted share in the fourth quarter of 2021.
Financial Results for Full Year 2022:
GAAP Results
•Revenues increased 21% to $3,427.1 million in 2022, compared with $2,833.7 million in 2021.
•Net income increased 14% to $954.3 million in 2022, compared with $839.5 million in 2021.
•Net income per diluted share increased 24% to $12.42 in 2022, compared with $9.99 per diluted share in 2021.
Non-GAAP Results1
•Adjusted net income1 increased 11% to $1,236.7 million in 2022, compared with $1,109.8 million in 2021.
•Adjusted net income per diluted share1 increased 22% to $16.10 in 2022, compared with $13.21 in 2021.
“For the full year 2022, our results were terrific, with full year organic revenue growth of 13% and adjusted net income per share $0.85 ahead of our initial expectations,” said Alissa Vickery, Interim Chief Financial Officer, FLEETCOR Technologies, Inc. “Organic growth in every category was at our targeted levels and new sales of 21% provides a strong platform for growth into 2023.”1
Full Year 2023 Outlook:
“Our 2023 outlook is for the Company to deliver our targeted organic revenue growth of 9% to 11%, with EBITDA growing faster, and with sales growth of approximately 15%. Volumes and revenue should build throughout the year, as we continue to benefit from our growth investments, acquisitions and seasonality. We are working to manage expenses carefully and expect margins to improve throughout the year as higher revenues generate operating leverage and we realize synergies from recent acquisitions,” said Alissa Vickery, Interim Chief Financial Officer, FLEETCOR Technologies, Inc.
For full year 2023, FLEETCOR Technologies, Inc. financial guidance1 is as follows:
•Total revenues between $3,800 million and $3,850 million;
•GAAP net income between $983 million and $1,023 million;
•GAAP net income per diluted share between $13.15 and $13.65;
•Adjusted net income between $1,253 million and $1,293 million; and
•Adjusted net income per diluted share between $16.75 and $17.25.
FLEETCOR’s guidance assumptions for the full year are as follows:
•Weighted average U.S. fuel prices equal to $4.00 per gallon;
•Market spreads flat with the 2022 average;
•Foreign exchange rates equal to the month average of January 2023;
•Interest expense between $312 million and $332 million, using the treasury curve from February 1, 2023;
•Approximately 75 million fully diluted shares outstanding;
•A tax rate of approximately 26% to 27%; and
•No impact related to acquisitions not already closed.
First Quarter of 2023 Outlook:
The Company currently expects first quarter revenues between $875 million and $890 million, and adjusted net income per diluted share between $3.55 and $3.75. Significantly higher interest rates on our floating rate debt are a headwind to net income in the first quarter of 2023. Furthermore, the Company has historically experienced seasonality in the first quarter, causing it to be the lowest in terms of both revenues and net income for the year; as certain businesses such as fuel, lodging and tolls tend to have lighter first quarters due to weather and holidays.
Interest Rate Swaps and Share Repurchases:
In January 2023, the Company entered into $1.5 billion of incremental interest rate swaps, with an average term of three years, to reduce the variability of interest payments on our floating rate debt. Additionally, in February 2023, the Company executed $500 million of U.S. dollar to euro denominated cross-currency swaps to benefit from lower euro interest rates. The combination of these swaps, along with existing swaps, helps to manage interest rate risk on approximately 47% of floating rate debt in our Credit Facility for 2023. Additionally, given the continued significant share price dislocation, the Company repurchased approximately 0.6 million shares in the fourth quarter of 2022, for a total of 6.2 million shares for $1.4 billion in 2022.
Conference Call:
The Company will host a conference call to discuss fourth quarter and full year 2022 financial results today at 5:00 pm ET. Hosting the call will be Ron Clarke, chief executive officer, Alissa Vickery, interim chief financial officer and Jim Eglseder, investor relations. The conference call can be accessed live via webcast from the Company's investor relations website at http://investor.fleetcor.com. A replay will be available one hour after the call and can be accessed by dialing (844) 512-2921 or (412) 317-6671 for international callers; the conference ID is 10174535. The replay will be available until Tuesday, February 15, 2023. Prior to the conference call, the Company will post supplemental financial information that will be discussed during the call and live webcast.
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, assumptions, expectations and future performance, are forward-looking statements. Forward-looking statements can be identified by the use of words such as “anticipate,” “intend,” “believe,” “estimate,” “plan,” “seek,” “project” or “expect,” “may,” “will,” “would,” “could” or “should,” the negative of these terms or other comparable terminology.
These forward-looking statements are not a guarantee of performance, and you should not place undue reliance on such statements. We have based these forward-looking statements largely on preliminary information, internal estimates and management assumptions, expectations and plans about future conditions, events and results. Forward-looking statements
are subject to many uncertainties and other variable circumstances, such as regulatory measures, voluntary actions, or changes in consumer preferences, that impact our transaction volume, including social distancing, shelter-in-place, shutdowns of nonessential businesses and similar measures imposed or undertaken in an effort to contain and mitigate the spread of the coronavirus (including any variants thereof, “COVID-19”) or new outbreaks thereof, including in China; the impact of vaccine mandates on our workforce in certain jurisdictions; adverse changes or volatility in fuel prices and spreads and the current inflationary environment; adverse changes in program fees or charges we may collect, whether through legal, regulatory or contractual changes; adverse outcomes with respect to current and future legal proceedings or investigations, including without limitation, the FTC lawsuit, or actions of governmental, regulatory or quasi-governmental bodies or standards or industry organizations with respect to our payment cards; delays or failures associated with implication of, or adaption to, new technology, changes in credit risk of customers and associated losses; failure to maintain or renew key business relationships; failure to maintain competitive product offerings; failure to complete, or delays in completing, acquisitions, new partnerships or customer arrangements; and to successfully integrate or otherwise achieve anticipated benefits from such acquisitions, partnerships, and customer arrangements; failure to successfully expand and manage our business internationally; and other risks related to our international operations, including the impact of the conflict between Russia and Ukraine on our business and operations, the potential impact to our business as a result of the United Kingdom’s referendum to leave the European Union; the impact of foreign exchange rates on operations, revenues and income; and the failure or compromise of our data centers and other information technology assets; 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, 2021, and Quarterly Report on Form 10-Q for the three and six months ended June 30, 2022, respectively, filed with the Securities and Exchange Commission (“SEC”) and subsequent filings with the SEC made by us. These factors could cause our actual results and experience to differ materially from any forward-looking statement made herein. The forward-looking statements included in this press release are made only as of the date hereof and we do not undertake, and specifically disclaim, any obligation to update any such statements as a result of new information, future events or developments, except as specifically stated or to the extent required by law. You may access FLEETCOR’s SEC filings for free by visiting the SEC web site at www.sec.gov.
About Non-GAAP Financial Measures:
This press release includes non-GAAP financial measures, which are used by the Company as supplemental measures to evaluate its overall operating performance. The Company’s definitions of the non-GAAP financial measures used herein may differ from similarly titled measures used by others, including within our industry. By providing these non-GAAP financial measures, together with reconciliations to the most directly comparable GAAP financial measures, 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. See additional information regarding these non-GAAP financial measures and a reconciliation to the most directly comparable GAAP measure.
Adjusted net income is calculated as net income, adjusted to eliminate (a) non-cash share based compensation expense related to share based compensation awards, (b) amortization of deferred financing costs, discounts, intangible assets, and amortization of the premium recognized on the purchase of receivables, (c) integration and deal related costs, and (d) other non-recurring items, including the impact of discrete tax items, impairment charges, asset write-offs, restructuring and related costs, loss on extinguishment of debt, and legal settlements and regulatory related legal fees. We adjust net income for the tax effect of non-tax items using our effective income tax rate, exclusive of discrete tax items. We calculate adjusted net income and adjusted net income per diluted share to eliminate the effect of items that we do not consider indicative of our core operating performance.
Adjusted net income and adjusted net income per diluted share are supplemental measures of operating performance that do not represent and should not be considered as an alternative to net income, net income per diluted share or cash flow from operations, as determined by U.S. generally accepted accounting principles, or U.S. GAAP. We believe it is useful to exclude non-cash share 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 share 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. Integration and deal related costs represent business acquisition transaction costs, professional services fees, short-term retention bonuses and system migration costs, etc., that are not indicative of the performance of the underlying business. We also believe that certain expenses, the impact of discrete tax items, impairment charges, asset write-offs, restructuring and related costs, losses on extinguishment of debt, and legal settlements and regulatory related legal fees do
not necessarily reflect how our business is performing. We adjust net income for the tax effect of each of these non-tax items using the effective tax rate during the period, exclusive of discrete tax items.
Organic revenue growth is calculated as revenue growth in the current period adjusted for the impact of changes in the macroeconomic environment (to include fuel price, fuel price spreads and changes in foreign exchange rates) over revenue in the comparable prior period adjusted to include or remove the impact of acquisitions and/or divestitures that have occurred subsequent to that period. We believe that organic revenue growth on a macro-neutral and consistent acquisition/divestiture/non-recurring item basis is useful to investors for understanding the performance of FLEETCOR.
Management uses adjusted net income, adjusted net income per diluted share and organic revenue growth:
•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.
About FLEETCOR®
FLEETCOR Technologies (NYSE: FLT) is a leading global business payments company that helps businesses spend less by providing innovative solutions that enable and control expense-related purchasing and payment processes. The FLEETCOR portfolio of brands automate, secure, digitize and manage payment transactions on behalf of businesses across more than 150 countries in North America, Latin America, Europe, and Asia Pacific. For more information, please visit www.FLEETCOR.com.
Contact:
Investor Relations
Jim Eglseder, 770-417-4697
Jim.Eglseder@fleetcor.com
__________________________________________________________________________________
1 Reconciliations of GAAP results to non-GAAP results are provided in Exhibit 1 attached. Additional supplemental data is provided in Exhibits 2-3 and 5, and segment information is provided in Exhibit 4. A reconciliation of GAAP guidance to non-GAAP guidance is provided in Exhibit 6.
FLEETCOR Technologies, Inc. and Subsidiaries
Consolidated Statements of Income
(In thousands, except per share amounts)
| Three Months Ended December 31, | Year Ended December 31, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | % Change | 2022 | 2021 | % Change | |||||||
| (Unaudited) | (Unaudited) | (Unaudited) | ||||||||||
| Revenues, net | $ | 883,610 | $ | 802,255 | 10 | % | $ | 3,427,129 | $ | 2,833,736 | 21 | % |
| Expenses: | ||||||||||||
| Processing | 201,610 | 171,533 | 18 | % | 764,707 | 559,819 | 37 | % | ||||
| Selling | 78,864 | 75,607 | 4 | % | 309,082 | 262,118 | 18 | % | ||||
| General and administrative | 143,873 | 140,675 | 2 | % | 584,135 | 485,830 | 20 | % | ||||
| Depreciation and amortization | 89,793 | 75,013 | 20 | % | 322,282 | 284,197 | 13 | % | ||||
| Other operating, net | 200 | (865) | NM | 282 | (784) | NM | ||||||
| Total operating expense | 514,340 | 461,963 | 11 | % | 1,980,488 | 1,591,180 | 24 | % | ||||
| Operating income | 369,270 | 340,292 | 9 | % | 1,446,641 | 1,242,556 | 16 | % | ||||
| Other expenses: | ||||||||||||
| Investment loss (gain) | 863 | — | NM | 1,382 | (9) | NM | ||||||
| Other (income) expense, net | (3,184) | 175 | NM | 3,003 | 3,858 | NM | ||||||
| Interest expense, net | 74,152 | 27,666 | 168 | % | 164,662 | 113,705 | 45 | % | ||||
| Loss on extinguishment of debt | — | 9,964 | NM | 1,934 | 16,194 | NM | ||||||
| Total other expense | 71,831 | 37,805 | 90 | % | 170,981 | 133,748 | 28 | % | ||||
| Income before income taxes | 297,439 | 302,487 | (2) | % | 1,275,660 | 1,108,808 | 15 | % | ||||
| Provision for income taxes | 72,120 | 77,483 | (7) | % | 321,333 | 269,311 | 19 | % | ||||
| Net income | $ | 225,319 | $ | 225,004 | — | % | $ | 954,327 | $ | 839,497 | 14 | % |
| Basic earnings per share | $ | 3.07 | $ | 2.80 | 9 | % | $ | 12.62 | $ | 10.23 | 23 | % |
| Diluted earnings per share | $ | 3.03 | $ | 2.74 | 11 | % | $ | 12.42 | $ | 9.99 | 24 | % |
| Weighted average shares outstanding: | ||||||||||||
| Basic shares | 73,484 | 80,228 | 75,598 | 82,060 | ||||||||
| Diluted shares | 74,246 | 81,981 | 76,862 | 84,061 |
FLEETCOR Technologies, Inc. and Subsidiaries
Consolidated Balance Sheets
(In thousands, except share and par value amounts)
| December 31, 2022 | December 31, 2021 | |||
|---|---|---|---|---|
| (Unaudited) | ||||
| Assets | ||||
| Current assets: | ||||
| Cash and cash equivalents | $ | 1,435,163 | $ | 1,520,027 |
| Restricted cash | 854,017 | 730,668 | ||
| Accounts and other receivables (less allowance) | 2,064,745 | 1,793,274 | ||
| Securitized accounts receivable — restricted for securitization investors | 1,287,000 | 1,118,000 | ||
| Prepaid expenses and other current assets | 469,147 | 326,079 | ||
| Total current assets | 6,110,072 | 5,488,048 | ||
| Property and equipment, net | 294,692 | 236,294 | ||
| Goodwill | 5,201,435 | 5,078,978 | ||
| Other intangibles, net | 2,130,974 | 2,335,385 | ||
| Investments | 74,281 | 52,016 | ||
| Other assets | 281,726 | 213,932 | ||
| Total assets | $ | 14,093,180 | $ | 13,404,653 |
| Liabilities and Stockholders’ Equity | ||||
| Current liabilities: | ||||
| Accounts payable | $ | 1,568,942 | $ | 1,406,350 |
| Accrued expenses | 351,936 | 369,054 | ||
| Customer deposits | 1,505,004 | 1,788,705 | ||
| Securitization facility | 1,287,000 | 1,118,000 | ||
| Current portion of notes payable and lines of credit | 1,027,056 | 399,628 | ||
| Other current liabilities | 303,517 | 208,614 | ||
| Total current liabilities | 6,043,455 | 5,290,351 | ||
| Notes payable and other obligations, less current portion | 4,722,838 | 4,460,039 | ||
| Deferred income taxes | 531,385 | 566,291 | ||
| Other noncurrent liabilities | 254,009 | 221,392 | ||
| Total noncurrent liabilities | 5,508,232 | 5,247,722 | ||
| Commitments and contingencies | ||||
| Stockholders’ equity: | ||||
| Common stock | 128 | 127 | ||
| Additional paid-in capital | 3,049,570 | 2,878,751 | ||
| Retained earnings | 7,210,769 | 6,256,442 | ||
| Accumulated other comprehensive loss | (1,509,650) | (1,464,616) | ||
| Treasury stock | (6,209,324) | (4,804,124) | ||
| Total stockholders’ equity | 2,541,493 | 2,866,580 | ||
| Total liabilities and stockholders’ equity | $ | 14,093,180 | $ | 13,404,653 |
FLEETCOR Technologies, Inc. and Subsidiaries
Consolidated Statements of Cash Flows
(In thousands)
| Year Ended December 31, | ||||
|---|---|---|---|---|
| 2022 | 2021 | |||
| (Unaudited) | ||||
| Operating activities | ||||
| Net income | $ | 954,327 | $ | 839,497 |
| Adjustments to reconcile net income to net cash provided by operating activities: | ||||
| Depreciation | 92,010 | 75,571 | ||
| Stock-based compensation | 121,416 | 80,071 | ||
| Provision for credit losses on accounts and other receivables | 131,096 | 37,919 | ||
| Amortization of deferred financing costs and discounts | 7,748 | 6,831 | ||
| Amortization of intangible assets and premium on receivables | 230,272 | 208,625 | ||
| Loss on extinguishment of debt | 1,934 | 16,194 | ||
| Deferred income taxes | (33,174) | 11,026 | ||
| Investment loss (gain) | 1,382 | (9) | ||
| Other non-cash operating expense (income), net | 282 | (784) | ||
| Changes in operating assets and liabilities (net of acquisitions): | ||||
| Accounts and other receivables | (598,674) | (731,137) | ||
| Prepaid expenses and other current assets | (17,543) | 141,058 | ||
| Derivative assets and liabilities, net | (11,260) | (15,360) | ||
| Other assets | (41,068) | 47,055 | ||
| Accounts payable, accrued expenses and customer deposits | (83,951) | 480,506 | ||
| Net cash provided by operating activities | 754,797 | 1,197,063 | ||
| Investing activities | ||||
| Acquisitions, net of cash acquired | (216,917) | (602,120) | ||
| Purchases of property and equipment | (151,428) | (111,530) | ||
| Other | — | (2,281) | ||
| Net cash used in investing activities | (368,345) | (715,931) | ||
| Financing activities | ||||
| Proceeds from issuance of common stock | 49,404 | 48,781 | ||
| Repurchase of common stock | (1,405,200) | (1,355,722) | ||
| Borrowings on securitization facility, net | 169,000 | 418,000 | ||
| Deferred financing costs paid and debt discount | (10,355) | (38,920) | ||
| Proceeds from issuance of notes payable | 3,000,000 | 1,900,000 | ||
| Principal payments on notes payable | (2,824,000) | (507,500) | ||
| Borrowings from revolver | 7,236,000 | 1,910,000 | ||
| Payments on revolver | (6,526,000) | (1,978,851) | ||
| Borrowings (payments) on swing line of credit, net | 194 | (51,049) | ||
| Other | (271) | (811) | ||
| Net cash (used in) provided by financing activities | (311,228) | 343,928 | ||
| Effect of foreign currency exchange rates on cash | (36,739) | (50,984) | ||
| Net increase in cash and cash equivalents and restricted cash | 38,485 | 774,076 | ||
| Cash and cash equivalents and restricted cash, beginning of year | 2,250,695 | 1,476,619 | ||
| Cash and cash equivalents and restricted cash, end of year | $ | 2,289,180 | $ | 2,250,695 |
| Supplemental cash flow information | ||||
| Cash paid for interest, net | $ | 229,641 | $ | 132,504 |
| Cash paid for income taxes, net | $ | 358,231 | $ | 229,721 |
Exhibit 1
RECONCILIATION OF NON-GAAP MEASURES
(In thousands, except shares and per share amounts)
(Unaudited)
The following table reconciles net income to adjusted net income and adjusted net income per diluted share:*
| Three Months Ended December 31, | Year Ended December 31, | |||||||
|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | 2022 | 2021 | |||||
| Net income | $ | 225,319 | $ | 225,004 | $ | 954,327 | $ | 839,497 |
| Stock based compensation | 20,588 | 27,986 | 121,416 | 80,071 | ||||
| Amortization1 | 66,648 | 56,974 | 238,020 | 215,456 | ||||
| Loss on extinguishment of debt | — | 9,964 | 1,934 | 16,194 | ||||
| Integration and deal related costs | 4,824 | 12,501 | 18,895 | 30,632 | ||||
| Restructuring and related costs (subsidies) | 5,420 | (181) | 6,690 | (2,112) | ||||
| Legal settlements/litigation | 1,366 | 152 | 6,051 | 5,772 | ||||
| Total pre-tax adjustments | 98,846 | 107,396 | 393,006 | 346,013 | ||||
| Income taxes2 | (23,967) | (27,510) | (110,634) | (75,703) | ||||
| Adjusted net income | $ | 300,198 | $ | 304,890 | $ | 1,236,699 | $ | 1,109,807 |
| Adjusted net income per diluted share | $ | 4.04 | $ | 3.72 | $ | 16.10 | $ | 13.21 |
| Diluted shares | 74,246 | 81,981 | 76,862 | 84,061 | ||||
| 1Includes amortization related to intangible assets, premium on receivables, deferred financing costs and debt discounts. | ||||||||
| --- | ||||||||
| 2 Includes $9.0 million adjustment for tax benefit of certain income determined to be permanently invested in 2Q 2022. | ||||||||
| * Columns may not calculate due to rounding. |
Exhibit 2
Key Performance Indicators, by Solution and Revenue Per Performance Metric on a GAAP Basis and Pro Forma and Macro Adjusted
(In millions except revenues, net per key performance metric)
(Unaudited)
| The following table presents revenue and revenue per key performance metric by solution.* | ||||||||
|---|---|---|---|---|---|---|---|---|
| As Reported | Pro Forma and Macro Adjusted2 | |||||||
| Three Months Ended December 31, | Three Months Ended December 31, | |||||||
| 2022 | 2021 | Change | % <br>Change | 2022 | 2021 | Change | % <br>Change | |
| FUEL | ||||||||
| '- Revenues, net | $351.1 | $316.4 | $34.7 | 11% | $323.7 | $318.1 | $5.6 | 2% |
| '- Transactions | 119.7 | 116.4 | 3.3 | 3% | 119.7 | 117.9 | 1.8 | 2% |
| '- Revenues, net per transaction | $2.93 | $2.72 | $0.22 | 8% | $2.70 | $2.70 | $0.01 | —% |
| CORPORATE PAYMENTS | ||||||||
| '- Revenues, net | $202.0 | $174.5 | $27.5 | 16% | $210.3 | $174.9 | $35.4 | 20% |
| '- Spend volume | $29,986 | $25,665 | $4,322 | 17% | $29,986 | $25,665 | $4,322 | 17% |
| '- Revenues, net per spend $ | 0.67% | 0.68% | (0.01)% | (1)% | 0.70% | 0.68% | 0.02% | 3% |
| TOLLS | ||||||||
| '- Revenues, net | $97.5 | $86.7 | $10.8 | 12% | $91.9 | $86.7 | $5.2 | 6% |
| - Tags (average monthly) | 6.3 | 6.1 | 0.2 | 4% | 6.3 | 6.1 | 0.2 | 4% |
| '- Revenues, net per tag | $15.41 | $14.22 | $1.19 | 8% | $14.52 | $14.22 | $0.30 | 2% |
| LODGING | ||||||||
| '- Revenues, net | $119.1 | $103.1 | $16.0 | 15% | $119.8 | $105.5 | $14.3 | 14% |
| '- Room nights | 9.0 | 8.9 | — | —% | 9.0 | 9.0 | (0.1) | (1)% |
| '- Revenues, net per room night | $13.28 | $11.53 | $1.76 | 15% | $13.36 | $11.68 | $1.68 | 14% |
| GIFT | ||||||||
| '- Revenues, net | $47.4 | $55.1 | $(7.8) | (14)% | $49.3 | $55.1 | $(5.9) | (11)% |
| '- Transactions | 362.7 | 379.9 | (17.2) | (5)% | 362.7 | 379.9 | (17.2) | (5)% |
| '- Revenues, net per transaction | $0.13 | $0.15 | $(0.01) | (10)% | $0.14 | $0.15 | $(0.01) | (6)% |
| OTHER1 | ||||||||
| '- Revenues, net | $66.5 | $66.4 | $0.1 | —% | $68.7 | $66.4 | $2.3 | 3% |
| '- Transactions | 10.8 | 9.0 | 1.8 | 20% | 10.8 | 9.0 | 1.8 | 20% |
| '- Revenues, net per transaction | $6.16 | $7.37 | $(1.21) | (16)% | $6.36 | $7.37 | $(1.01) | (14)% |
| FLEETCOR CONSOLIDATED REVENUES | ||||||||
| '- Revenues, net | $883.6 | $802.3 | $81.4 | 10% | $863.6 | $806.7 | $56.9 | 7% |
| 1 Other includes telematics, maintenance, food, payroll card and transportation related businesses. | ||||||||
| --- | ||||||||
| 2 See Exhibit 5 for a reconciliation of Pro forma and Macro Adjusted revenue by solution and metrics, non-GAAP measures, to the GAAP equivalent. | ||||||||
| * Columns may not calculate due to rounding. |
Exhibit 3
Revenues by Geography and Solution
(In millions)
(Unaudited)
| Revenue by Geography* | Three Months Ended December 31, | Year Ended December 31, | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2022 | % | 2021 | % | 2022 | % | 2021 | % | |||||||||
| US | $ | 536 | 61 | % | $ | 514 | 64 | % | $ | 2,094 | 61 | % | $ | 1,785 | 63 | % |
| Brazil | 119 | 13 | % | 106 | 13 | % | 442 | 13 | % | 368 | 13 | % | ||||
| UK | 85 | 10 | % | 81 | 10 | % | 363 | 11 | % | 322 | 11 | % | ||||
| Other | 143 | 16 | % | 102 | 13 | % | 528 | 15 | % | 359 | 13 | % | ||||
| Consolidated Revenues, net | $ | 884 | 100 | % | $ | 802 | 100 | % | $ | 3,427 | 100 | % | $ | 2,834 | 100 | % |
*Columns may not calculate due to rounding.
| Revenue by Solution* | Three Months Ended December 31, | Year ended Ended December 31, | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2022 | % | 2021 | % | 2022 | % | 2021 | % | |||||||||
| Fuel | $ | 351 | 40 | % | $ | 316 | 39 | % | $ | 1,378 | 40 | % | $ | 1,180 | 42 | % |
| Corporate Payments | 202 | 23 | % | 175 | 22 | % | 772 | 23 | % | 600 | 21 | % | ||||
| Tolls | 97 | 11 | % | 87 | 11 | % | 362 | 11 | % | 306 | 11 | % | ||||
| Lodging | 119 | 13 | % | 103 | 13 | % | 457 | 13 | % | 310 | 11 | % | ||||
| Gift | 47 | 5 | % | 55 | 7 | % | 195 | 6 | % | 179 | 6 | % | ||||
| Other | 67 | 8 | % | 66 | 8 | % | 263 | 8 | % | 259 | 9 | % | ||||
| Consolidated Revenues, net | $ | 884 | 100 | % | $ | 802 | 100 | % | $ | 3,427 | 100 | % | $ | 2,834 | 100 | % |
*Columns may not calculate due to rounding.
Exhibit 4
Segment Results
(In thousands)
| Three Months Ended December 31, | Year Ended December 31, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 20221 | 2021 | % Change | 20221 | 2021 | % Change | |||||||
| Revenues, net: | ||||||||||||
| Fleet | $ | 380,776 | $ | 348,883 | 9 | % | $ | 1,504,933 | $ | 1,320,141 | 14 | % |
| Corporate Payments | 202,026 | 174,525 | 16 | % | 772,434 | 599,991 | 29 | % | ||||
| Lodging | 119,074 | 103,121 | 15 | % | 456,511 | 309,619 | 47 | % | ||||
| Brazil | 119,297 | 105,600 | 13 | % | 442,242 | 368,080 | 20 | % | ||||
| Other2 | 62,437 | 70,126 | (11) | % | 251,009 | 235,905 | 6 | % | ||||
| $ | 883,610 | $ | 802,255 | 10 | % | $ | 3,427,129 | $ | 2,833,736 | 21 | % | |
| Operating income: | ||||||||||||
| Fleet | $ | 180,766 | $ | 168,859 | 7 | % | $ | 727,999 | $ | 670,265 | 9 | % |
| Corporate Payments | 61,666 | 51,056 | 21 | % | 255,401 | 197,582 | 29 | % | ||||
| Lodging | 56,835 | 50,172 | 13 | % | 218,637 | 148,973 | 47 | % | ||||
| Brazil | 51,064 | 48,766 | 5 | % | 174,655 | 154,265 | 13 | % | ||||
| Other2 | 18,939 | 21,439 | (12) | % | 69,949 | 71,471 | (2) | % | ||||
| $ | 369,270 | $ | 340,292 | 9 | % | $ | 1,446,641 | $ | 1,242,556 | 16 | % | |
| Depreciation and amortization: | ||||||||||||
| Fleet | $ | 35,588 | $ | 35,557 | — | % | $ | 140,118 | $ | 144,974 | (3) | % |
| Corporate Payments | 25,386 | 16,579 | 53 | % | 74,322 | 53,658 | 39 | % | ||||
| Lodging | 11,036 | 8,793 | 26 | % | 42,366 | 26,478 | 60 | % | ||||
| Brazil | 15,476 | 11,929 | 30 | % | 56,641 | 50,020 | 13 | % | ||||
| Other2 | 2,307 | 2,155 | 7 | % | 8,835 | 9,067 | (3) | % | ||||
| $ | 89,793 | $ | 75,013 | 20 | % | $ | 322,282 | $ | 284,197 | 13 | % | |
| Capital expenditures: | ||||||||||||
| Fleet | $ | 21,079 | $ | 20,795 | 1 | % | $ | 76,276 | $ | 62,620 | 22 | % |
| Corporate Payments | 8,556 | 4,542 | 88 | % | 24,154 | 13,696 | 76 | % | ||||
| Lodging | 3,502 | 1,185 | 196 | % | 10,570 | 4,604 | 130 | % | ||||
| Brazil | 9,137 | 8,851 | 3 | % | 32,008 | 24,431 | 31 | % | ||||
| Other2 | 1,523 | 1,702 | (11) | % | 8,420 | 6,179 | 36 | % | ||||
| $ | 43,797 | $ | 37,075 | 18 | % | $ | 151,428 | $ | 111,530 | 36 | % | |
| 1Results from Levarti acquired in the first quarter of 2022 and Roomex acquired in the fourth quarter of 2022 are reported in our Lodging segment. Results from Accrualify and Plugsurfing acquired in the third quarter of 2022 are reported in our Corporate Payments and Fleet segments, respectively. | ||||||||||||
| --- | ||||||||||||
| 2Other includes gift and payroll card components. | ||||||||||||
| * In the second quarter of 2022, in order to align with recent changes in the organizational structure and management reporting, the Company has recast its segments into Fleet, Corporate Payments, Lodging, Brazil and Other. The presentation of segment information has been recast for the prior periods to align with segment presentation for the three months and year ended December 31, 2022. |
Exhibit 5
Reconciliation of Non-GAAP Revenue and Key Performance Metric
by Solution to GAAP
(In millions)
(Unaudited)
| Key Performance Metric | |||||||
|---|---|---|---|---|---|---|---|
| Three Months Ended December 31, | |||||||
| 2021* | 2022* | 2021* | |||||
| FUEL - TRANSACTIONS | |||||||
| Pro forma and macro adjusted | 323.7 | $ | 318.1 | 119.7 | 117.9 | ||
| Impact of acquisitions/dispositions | (1.7) | — | (1.5) | ||||
| Impact of fuel prices/spread | — | — | — | ||||
| Impact of foreign exchange rates | — | — | — | ||||
| As reported | 351.1 | $ | 316.4 | 119.7 | 116.4 | ||
| CORPORATE PAYMENTS - SPEND | |||||||
| Pro forma and macro adjusted | 210.3 | $ | 174.9 | $ | 29,986 | $ | 25,665 |
| Impact of acquisitions/dispositions | (0.4) | — | — | ||||
| Impact of fuel prices/spread | — | — | — | ||||
| Impact of foreign exchange rates | — | — | — | ||||
| As reported | 202.0 | $ | 174.5 | $ | 29,986 | $ | 25,665 |
| TOLLS - TAGS | |||||||
| Pro forma and macro adjusted | 91.9 | $ | 86.7 | 6.3 | 6.1 | ||
| Impact of acquisitions/dispositions | — | — | — | ||||
| Impact of fuel prices/spread | — | — | — | ||||
| Impact of foreign exchange rates | — | — | — | ||||
| As reported | 97.5 | $ | 86.7 | 6.3 | 6.1 | ||
| LODGING - ROOM NIGHTS | |||||||
| Pro forma and macro adjusted | 119.8 | $ | 105.5 | 9.0 | 9.0 | ||
| Impact of acquisitions/dispositions | (2.3) | — | (0.1) | ||||
| Impact of fuel prices/spread | — | — | — | ||||
| Impact of foreign exchange rates | — | — | — | ||||
| As reported | 119.1 | $ | 103.1 | 9.0 | 8.9 | ||
| GIFT - TRANSACTIONS | |||||||
| Pro forma and macro adjusted | 49.3 | $ | 55.1 | 362.7 | 379.9 | ||
| Impact of acquisitions/dispositions | — | — | — | ||||
| Impact of fuel prices/spread | — | — | — | ||||
| Impact of foreign exchange rates | — | — | — | ||||
| As reported | 47.4 | $ | 55.1 | 362.7 | 379.9 | ||
| OTHER1- TRANSACTIONS | |||||||
| Pro forma and macro adjusted | 68.7 | $ | 66.4 | 10.8 | 9.0 | ||
| Impact of acquisitions/dispositions | — | — | — | ||||
| Impact of fuel prices/spread | — | — | — | ||||
| Impact of foreign exchange rates | — | — | — | ||||
| As reported | 66.5 | $ | 66.4 | 10.8 | 9.0 | ||
| FLEETCOR CONSOLIDATED REVENUES | |||||||
| Pro forma and macro adjusted | 863.6 | $ | 806.7 | Intentionally Left Blank | |||
| Impact of acquisitions/dispositions | (4.5) | ||||||
| Impact of fuel prices/spread2 | — | ||||||
| Impact of foreign exchange rates2 | — | ||||||
| As reported | 883.6 | $ | 802.3 | ||||
| * Columns may not calculate due to rounding. | |||||||
| 1Other includes telematics, maintenance, food, payroll card and transportation related businesses. | |||||||
| 2 Revenues reflect an estimated 19 million positive impact from fuel prices and approximately 14 million positive impact from fuel price spreads, partially offset by the negative impact of movements in foreign exchange rates of approximately 13 million. |
All values are in US Dollars.
Exhibit 6
RECONCILIATION OF NON-GAAP GUIDANCE MEASURES
(In millions, except per share amounts)
(Unaudited)
The following table reconciles first quarter 2023 and full year 2023 financial guidance for net income to adjusted net income and adjusted net income per diluted share, at both ends of the range:
| Q1 2023 GUIDANCE | ||||
|---|---|---|---|---|
| Low* | High* | |||
| Net income | 195 | 210 | ||
| Net income per diluted share | $ | 2.60 | $ | 2.80 |
| Stock based compensation | 36 | 36 | ||
| Amortization | 59 | 59 | ||
| Other | 4 | 4 | ||
| Total pre-tax adjustments | 99 | 99 | ||
| Income taxes | (27) | (27) | ||
| Adjusted net income | $ | 267 | $ | 282 |
| Adjusted net income per diluted share | $ | 3.55 | $ | 3.75 |
| Diluted shares | 75 | 75 | ||
| 2023 GUIDANCE | ||||
| Low* | High* | |||
| Net income | 983 | 1,023 | ||
| Net income per diluted share | $ | 13.15 | $ | 13.65 |
| Stock based compensation | 121 | 121 | ||
| Amortization | 231 | 231 | ||
| Other | 15 | 15 | ||
| Total pre-tax adjustments | 367 | 367 | ||
| Income taxes | (97) | (97) | ||
| Adjusted net income | $ | 1,253 | $ | 1,293 |
| Adjusted net income per diluted share | $ | 16.75 | $ | 17.25 |
| Diluted shares | 75 | 75 | ||
| * Columns may not calculate due to rounding. |