Eric Dey - CFO Ron Clarke - Chairman, President and CEO

Philip Stiller - Citi Glenn Fodor - Morgan Stanley Roman Leal - Goldman Sachs Tien-Tsin Huang - JPMorgan Wayne Johnson - Raymond James

Good afternoon, everyone, and thank you for joining us today. By now, everyone should have access to our first quarter 2012 press release.

It can also be found at www.fleetcor.com under the Investor Relations section. Throughout this conference call, we will be presenting non-GAAP financial information, including adjusted revenues and adjusted net income.

This information is not calculated in accordance with GAAP and may be calculated differently than other companies similarly titled non-GAAP information. Quantitative reconciliations of historical non-GAAP financial information to the most directly comparable GAAP information appears in today's press release and on our website as described previously.

Also, we are reviewing 2012 guidance on a non-GAAP basis. Finally, before we begin our formal remarks, I need to remind everyone that part of our discussion today will include forward-looking statements.

This includes forward-looking statements about our 2012 guidance. They are not guarantees of future performance and therefore you should not put any undue reliance on them.

These statements are subject to numerous risks and uncertainties that could cause actual results to differ materially from what we expect. Some of those risks are mentioned in today's 8-K filed with the Securities and Exchange Commission.

Others are discussed in our Form 8-K, which is available at www.sec.gov. With that out of the way, I would like to turn the call over to Ron Clarke, our Chairman and CEO.

Ron?

Okay, Eric. Thanks.

Hello everyone and thanks for joining the call today. I thought I'd cover just a couple of subjects here in my opening remarks.

First, I'll provide a little more color on our Q1 results. And second, I'll provide just a bit of an update on our acquisition and partnership initiatives.

I don't plan to comment specifically on our pending CTF, Brazil, acquisition because we spoke about it at some length last week, but of course we're happy to take questions you might have once we get to that section of the call. Our Q1 results were very good.

We reported revenue of $146 million, up 32%. We reported cash EPS of $0.60, up 27%.

Obviously, growth well ahead of our 10% and 20% stated growth targets. The environment in Q1 was a bit of a mixed bag for us.

Market spreads, which affect our Fuelman and KeyFuels businesses were below planned levels and below historic levels. So not great.

FX rates were unfavorable versus last year. But on the good news front, fuel prices were favorable to both our plan and to last year.

So net-net, we'd say the environment was probably neutral in terms of its impact on our Q1 performance. In terms of our U.S.

businesses, all were up in Q1. Our U.S.

Direct Business revenue grew over 20% for the quarter, driven by further MasterCard penetration and really record sales. Our U.S.

partner business, that's our business that serves major oil leasing companies and independent markers, was also up due to continued adoption of our extended network cards. And CLC, our hotel cards business, continued its growth mostly driven by further penetration of its check-in direct product, which is targeted at small and mid-sized businesses.

On the Europe front, our U.K. and Czech businesses mostly treaded water for the quarter, although both of those businesses met their internal Q1 budgets.

Our Russian business continues to perform well and grow fast. As you might remember, Russia is still purchasing two-thirds of all its commercial fuel via cash and vouchers.

So that should provide a long runway for card adoption. And we're constantly looking at ways to deepen our position in that attractive market.

On the sales front, Q1 sales were outstanding, record breaking in fact. U.S.

fuel card sales grew 27% in the quarter, and the non-field channels, not field salespeople, contributed over 60% of all of U.S. sales in the quarter.

Europe as well had a great sales quarter, growing 53% for the quarter. So really a terrific new sales client acquisition quarter.

So I guess we'd say in summary, it feels like things are working. The company is performing and we're executing really to our plan pretty much across the board.

So let me step back from the quarter and provide an update on our acquisition and partnership initiatives. Last year's acquisitions are AllStar and Mexico deals, are performing right in line with our expectations.

Both of these businesses have really terrific upside potential. The Mexico market is under-penetrated just like Russia.

Business is there by fuel predominantly with cash and vouchers despite government tax incentives to use cards. And the fuel card business there is mostly prepaid and the economics are attractive, because both merchants and clients pay for the program.

So we're really delighted to be positioned in that market. We spoke at some length last week of our recent Brazil signing and look forward to closing that deal and getting going in that market.

Obviously lots of opportunity there. And finally, on the acquisition front, we still have the pipeline of new acquisition opportunities, again mainly outside of North America, and hope to bring you some news on that front over the coming quarters.

Now let me transition over to the partnership front in which we target major oil companies and vehicle leasing companies to use our fuel card outsourcing services. Let me start off with Shell.

We're now 15 months into our Shell contract with Logica and expect to implement the first market by the end of Q3 and then to roll out to most major markets during 2013. So pretty good progress there.

We have just recently begun the rollout of our PHH leasing deal and expect to record revenue beginning in Q3, and we're excited to show PHH what we can do. We begun servicing Arval now on an arm's length basis in the U.K.

out of our AllStar business. We believe that this relationship may help us expand our dealings with other leasing companies throughout Europe.

So we'll keep you posted on that. And finally, we're actively engaged in a couple of new European partner RFPs, which we've been told will make decisions in 2012.

So we hope to have some news to report on that front before we exit this year. So in closing, it's really an exciting time for FleetCor.

We're growing fast. We're executing on our organic growth plans.

We've done exciting pipeline of add-ons. We're integrating these two new acquisitions that have real upside.

And we're preparing to close our recently signed Brazil transaction. And with Brazil, we will have established positions in Russia, Mexico and Brazil.

So three incredibly attractive markets. We're implementing new partner relationships with Shell, PHH and Arval and in discussion with two new partners that expect to make 2012 decisions.

So all-in-all, a pretty busy time at FleetCor. So with that, let me turn the call back over to Eric to cover our financial results in more detail.

Thanks, Ron. For the first quarter of 2012, we reported revenue of $146.2 million, an increase of 31.7% from the first quarter of 2011.

Revenue from our North American segment increased 15.7% to $82.8 million in the first quarter of 2012 from $71.6 million in the first quarter of 2011. And revenue from our international segment increased 60.7% to $63.4 million in the first quarter of 2012 from $39.4 million in the first quarter of 2011.

For the first quarter, GAAP net income increased 30.1% to $42.1 million from $32.3 million in the first quarter of 2012 or $0.49 per diluted share compared to $0.39 per diluted share in the first quarter of 2011. The other financial metrics that we routinely use to measure our business are adjusted revenues and adjusted net income, which we sometimes also refer to as cash net income.

Adjusted revenues equal our GAAP revenues less merchant commission. We use adjusted revenues as a basis to evaluate the company's revenue net of the commissions that are paid to merchants who participate in certain card programs.

Commissions paid to merchants can vary when market spreads fluctuate in much the same way some of our revenues can vary when market spreads fluctuate. For this reason, we believe that the adjusted revenue financial metric is a more effective way to evaluate the company's performance.

The reconciliation of adjusted revenues and adjusted net income to our GAAP numbers are provided in exhibit one of our press release. Adjusted net income is GAAP net income adjusted to eliminate non-cash stock-based compensation expense related to share-based compensation awards, amortization of deferred financing costs and intangible assets, amortization of the premium recognized in the purchase of receivables, the loss and early extinguishment of debt and adjusted for the income tax effective such.

Adjusted revenues in the first quarter of 2012 increased 32.2% to $135.8 million compared to $102.7 million in the first quarter of 2011. Adjusted net income for the first quarter of 2012 increased 29% to $50.8 million or $0.60 per diluted share compared to $39.3 million or $0.47 per diluted share in the first quarter of 2011.

For the first quarter of 2012, transaction volume increased 54.2% to $72.4 million transactions compared to $47 million transactions in the first quarter of 2011. Our transaction volumes in our international segment were positively impacted by two acquisitions closed in the second half of 2011.

To remind everyone, in September of 2011, we acquired a Mexican prepaid fuel and food card company. And in December, we acquired AllStar Business Solutions, a leading U.K.

fuel card company. Adjusted revenue per transaction for the first quarter of 2012 decreased 14.4% to $1.87 from $2.19 in the first quarter of 2011.

Adjusted revenue per transaction can vary based on geography, the relevant merchant relationship, the payment product utilized and the types of products or services purchased, the mix of which will be influenced by our acquisitions, organic growth in the business and fluctuation in environmental factors such as foreign exchange rates, fuel prices and fuel price spreads. Adjusted revenue per transaction for the quarter was positively impacted by organic growth in certain of our payment programs, while the environment had minimal impact as it was mostly neutral.

However, while both the AllStar business in the U.K. and our business in Mexico represent good profit margin businesses, they do a have lower revenue per transaction product and when combined with our other businesses revenues results in lower revenue per transaction that would have resulted without the acquisition.

Now, let's shift over and discuss some of the drivers of our first quarter performance. First, in our North American segment, all of our lines of business performed well and were up versus prior year.

Of particular note, our MasterCard product again continued to perform well during the quarter. Revenue generated from this product increased 37% year-over-year which helped drive the almost 16% increase in our combined North American fuel card business during the quarter.

CLC Group, a provider of lodging management programs, started the year out strong and had a solid quarter with 16% revenue growth over the first quarter of last year. This increase was primarily driven by an increase in same-store sales and higher sales volumes particularly in our higher margin products.

In our international business, our results were positively impacted by the two acquisitions closed in the second half of 2011: the Mexican prepaid fuel and food card company; and AllStar, a leading fuel card company in the U.K. In addition, our independent fuel card provider based in Russia, PPR, continued with its impressive growth trend with revenues up double digit over last year.

This increase was driven primarily by an increase in same-store sales and strong new customer sales resulting in higher transaction volumes. The macroeconomic environment was generally neutral during the first quarter.

When we talk about the macroeconomic environment, we are referring to the impact of market spread margins, fuel prices, foreign exchange rates and the economy in general can have on our business. During the first quarter, higher fuel prices were mostly offset by unfavorable foreign exchange rates and fuel spread margins continued below their historic average.

Before I move down the income statement, I would like to comment on two acquisitions that we closed last year. First, our Mexican prepaid fuel and food card business in Mexico.

We're very pleased so far with how this business has performed. The performance of the business is in line with our expectations and is shaping up to be another good addition to the FleetCor family.

Similarly, the AllStar business in the U.K. acquired in December of last year is also off to a good start and in line with the company's expectations.

Now, moving down the income statement. Total operating expenses for the first quarter were $81.7 million compared to $60.5 million in the first quarter of 2011, an increase of 35%.

Included in operating expenses are merchant commissions, processing expenses, bad debt, selling, general and administrative expenses and depreciation and amortization expenses. Included in operating expenses in the first quarter of 2012 were normal operating expenses related to the two acquisitions closed in 2011 and approximately $1 million of one-time deal-related expenses related to our acquisition activities and expenses associated with the company's secondary offering in the first quarter of 2012.

Credit losses were 15 basis points for the quarter compared to 21 basis points in the first quarter of 2011. The improvement in credit losses was primarily due to the impact of the acquisitions closed in 2011, which have products with lower bad debt as a percentage of build revenue, improvement in the economy and a shift in our marketing and sales strategy towards slightly larger fleet prospects.

Depreciation and amortization increased 36.2% to $11.7 million in the first quarter of 2012 from $8.6 million in the first quarter of 2011. The increase was primarily due to the impact of amortization of intangible assets related to our acquisition in Mexico in the third quarter of 2011 and the AllStar acquisition in the fourth quarter of 2011.

Interest expense increased 5.9% in the first quarter to $3.6 million from $3.4 million in the first quarter of 2011. The increase in interest expense is primarily due to additional borrowings to fund the acquisitions in 2011 and to finance working capital requirements in our AllStar business, partially offset by a lower overall borrowing rate as a result of our new term loan and revolving credit facility, which we refinanced in June of 2011.

Our effective tax rate decreased to 30.2% of pretax income compared to 31.4% for the first quarter of 2011. The decrease in our effective tax rate was primarily due to an increase in earnings from our international businesses, which carry a lower tax rate.

Now turning to the balance sheet. We ended the quarter with $344.3 million of total cash, $57.2 million of which is restricted and are primarily customer deposits.

The company also has a $500 million accounts receivable securitization facility. At the end of the quarter, we had $341 million borrowed against the facility and have the ability to draw an additional $1.1 million based on eligible receivables pledged against the facility.

On February 6, we amended and extended our facility termination date until February 2013. The renewal included a reduction in the facility's interest rate from CP plus 90 basis points to CP plus 75 basis points and also included a reduction in our unused line fee.

The current purchase limit remained at $500 million. We also have $288.8 million outstanding on our term loan and $164 million drawn on our $600 million revolver.

As of March 31, our leverage ratio was 1.36 times EBITDA, a slight increase from 1.27 times at the end of the fourth quarter. The increase was due to borrowing on our revolving credit facility related to the purchase of the AllStar business in December.

However, our leverage ratio remains well below our covenant level of 3.25 times EBITDA. The company intends to continue to use its free cash flow to temporarily pay down the balance on the revolving credit facility and securitization facility and main liquidity for acquisitions and other corporate purposes.

Finally, we are not a capital intensive business as we spend approximately $3.6 million on CapEx during the first quarter of 2012. Now on to our outlook for 2012.

Given our solid results in the first quarter, we are now guiding to the high end of our previously reported guidance range. As a reminder, we provided the following guidance on our February earnings call: revenue to be between $615 million and $625 million; adjusted net income to be between $217 million and $222 million; and adjusted net income per diluted share to be between $2.55 and $2.60.

The company's full year guidance assumptions remain unchanged with the exception of an increase in fully diluted shares outstanding from 85.2 million shares in the prior guidance to 85.9 million shares outstanding. The decrease in our share count is driven primarily from the increase in our stock price in the first quarter.

Obviously, very positive for those of us that own FleetCor stock, but the increase in stock price negatively affects the calculation of fully diluted shares. The increase in share count is projected to negatively impact full year EPS by approximately $0.02.

However, we are projecting adjusted net income to increase sufficiently to cover the impact of the higher share count. Some of the assumptions that we made in preparing the 2012 guidance that remain unchanged include the following.

We assume market spreads to be consistent with the last thee year average which is lower than 2011, and we assume fuel prices to be flat to the 2011 average. We are also assuming a 0.2% increase in our effective tax rate from 30.1% in 2011 to 30.3% in 2012.

And finally, this guidance does not reflect the impact of any future acquisitions or material new partnership agreements, including the pending acquisition of CTF Technologies, the leading fuel payment platform provider in Brazil. As we stated on the CPF deal announcement call last week, we will provide our guidance for this acquisition after the deal actually closes, which is expected to be around June 30.

Finally, for those of you who are looking for some quarterly guidance, I want to remind you that it will not be our practice to provide quarterly guidance. However, based on our current expectations, you should assume that EPS is going to increase on a sequential basis and each quarter is generally expected to be slightly better than the last.

And with that said, operator, we will open it up for questions.

I wanted to ask first about the M&A contributions in the quarter. Eric or Ron, can you quantify perhaps the revenue contributions from the two acquisitions you completed last year.

Let me comment a little bit on the overall organic growth of the business for the quarter. You can see in our press release our North American segment was up approximately 16% for the quarter and our international segment was up about 60% for the quarter 2012 over 2011.

The majority of the international increase was driven by the two acquisitions.

If we look at the transaction growth rate in North America, it's been hanging around low-single digits. A lot of the revenue growth there has been driven by higher revenue per transaction.

Is that something that we should look to continue? Can you get the transaction growth rate improving without any additional help from the economic environment?

Again, it's mostly mix. So inside of that North America number is a couple of very large books of business that don't grow that have low revenue per tran.

And so we're spending all of our money on the businesses that have higher revenue per tran. So that weights down effectively.

The businesses that are growing faster and it's a very, very big piece of the total trans. So the answer is because of that structurally, the answer is yes.

You're going to continue to see on an aggregate basis lower tran growth and higher revenue per tran because of mix.

On the cash flow in the quarter, you guys had a big spike in receivables. I was just wondering if you could provide some color on that and what your expectations for cash flow are this year.

Nothing unusual happened in the quarter from a receivable perspective. Obviously, fuel prices were liaising in the quarter and our receivables can be impacted by a couple of things: one, obviously the rising fuel price; and secondly, by the day of the month that the closing actually occurs.

But nothing unusual there at all. From a cash flow perspective for 2012, again, we provided adjusted net income guidance of between $217 million and $222 million and that's effectively our cash flow.

Just reconciling the guidance increase to the results in the quarter. There was some upside to the expectations, but your texture on Europe and the U.S.

was the things that are just kind of trucking along and flat, but then you closed the quarter with a very positive sales. Was that the driver for what appears to be maybe a little outsize increase versus the performance in the quarter?

I wouldn't say the sales had a big impact on the quarter, Glenn. I mean sales certainly impact the business over the long term.

But I would say over the short term, in Q1 as Ron indicated and like I said in my section of the call, basically all businesses kind of performed according to plan. So we were very pleased with the performance everywhere.

The U.S. business was up about 16% organically year-over-year and effectively beat our internal expectations.

At the international level, obviously our revenue was up kind of 60%, driven to a large degree by the performance of our acquisitions. But again, I would say that all of our businesses performed well.

And if you go back to the fourth quarter earnings call, we actually guided to $0.55 and $0.59. So we actually beat our guidance pretty handily in the first quarter.

So I think overall, we're pretty pleased with the $0.60. From an overall perspective, obviously that beat in the first quarter obviously factored into our overall guidance perspective on the full year.

Now we're guiding toward the high end of the range. It's also early in the year for us, Glenn.

So I think you'll have more color on our full year guidance as we kind of get further into the year.

Are these things, we should imagine, like a Shell type deal or maybe not that size, but along those lines of terms and conditions?

We're active in two RFPs now in Europe, and they're both significant, large, well known companies.

In general, it seems like in Europe with the acquisitions and the potential partnerships and with the Shell partnership rolling out, is it safe to assume that the revenue per transactions trends will continue to be basically downward, obviously offset by the transaction growth? Is there something that you can do or any strategy to offset that?

On a line of business basis, they are all increasing. So you guys are looking at some aggregates or North America, international aggregate.

If you unpeeled down to our lines of business, every line of business has revenue per tran growing. So the only reason that the aggregate is declining is mix.

We buy a big book of business that's got half the revenue per tran, that obviously brings the average down. So the answer is we've said it repeatedly we're investing in the businesses that have higher revenue per tran.

We're acquiring businesses that start off with lower revenue per tran and we're increasing all of them.

On the two acquisitions in Mexico and Europe, can you describe the margin profile of those acquisitions? I thought you said that the margins were healthy, but the revenue per tran I guess was lower than the overall.

So any color on the margin profile there would be very helpful.

The margins of the two acquisitions obviously are very, very good, but they're a little bit lower than the FleetCor average. Again, we like to buy attractive assets in attractive markets, and to a large degree we like to buy under-performing assets that we can improve.

And we believe like other acquisitions that we've had in the past, these are acquisitions that we believe that we can improve over time. Certainly they have very, very healthy margins and kind of in line with the rest of our businesses, but they are below kind of the line average.

And then again to your point on revenue per transaction, these are just lower revenue per transaction products. So as Ron indicated in his comment, when you factor in those businesses to our other businesses in the international segment, the mix of those businesses will cause the overall revenue per tran to decrease.

But again, we manage the business on a business-by-business basis, not in the aggregate of just the international as a whole.

You mentioned that sequentially EPS should get stronger this year. Is that just a function of the timing of these acquisitions and the Shell transaction front on board, because it's been usually very kind of skewed towards the third quarter in the past?

Generally seasonality-wise, the second and third quarters are better than the first and fourth because of basically holidays and weather in the markets that we're in. But underlying that is, we have a bunch of businesses that are growing and they grow quarter-to-quarter.

So if you took out seasonality, every business that we have would either be the same or higher as you get into the fourth quarter than the first. And so that's underlying, Roman, the trends for the year.

Glenn's question about if you did $0.60, how are you going to get to what we said 255 to 260. The answer is that Q2 and Q3, you get free lift for seasonality and the businesses that are growing have more revenue and profits in Q3 and Q4 than they do in Q1.

Just curious, now that you've owned AllStar and the Mexico asset, if you've seen or identified any quick synergies or upside some of your original synergy targets?

As you know, we've spent a fair amount of time. We probably worked on the Mexico deal for nine months plus and the AllStar deal we've known for four or five years.

So I'd say our thesis prior to close was relatively thorough in terms of what we thought we could do. There is a few things, but I'd say generally whatever four, five months in AllStar and six or seven months in Mexico, it's setting up as we thought.

The business is kind of a bit ahead of what we'd planned for both of them. And I think we remain very confident that we'll put our thesis into action and get more money out of those next year.

And then just international transaction contribution from Mexico and AllStar, is there a way for us to get a review of what transaction looked like excluding that, Eric?

I would say, Tien-Tsin, that if you exclude Mexico and AllStar that our transaction growth on the international segment is kind of in line with where it's been running historically.

Europe, given what's going on over there, how cyclical can some of the transaction growth be? It sounds like it's pretty stable.

I think you said Czech and U.K. was in line, Ron, but could we see things get a little bit worse?

Have you seen any signs of that?

No, I'd say again, Tien-Tsin, that it seems kind of steady. And again, I think maybe it's the markets again that we're in, we've got a big position in the U.K.

and in Czech. And I'd say in both of those cases starting a year-and-a-half ago, they stabilized and we're seeing nothing to change that view.

Just following up on the previous questions regarding AllStar and the Mexican acquisition. How long do you expect in terms of timeline will it take to bring those margins up to the corporate average?

I mean what's your target for that?

I would say you would see us getting the kind of line average probably middle, late next year.

And that would be the same for both?

Yes. I'd say we're a little farther ahead on the Mexico thing, because we obviously acquired it sooner and we worked on it a bit longer.

But I'd say 12 months to 24 months into these things we've kind of put in place what we're looking to do.

Longer term, how should we think about the mix of U.S. revenues compared to rest of world?

Do you guys have a target in mind for that?

I mean I hope if my comments weren't clear that I can make them clear. We're about getting positions in attractive places where the penetration rates and the growth rates of vehicles and fuel in the business models are being prepaid and you can get money from both sides.

We're all about getting in the places where it's good to be in fuel card. So it's not surprising that we've spent time on Russia, Mexico and Brazil and focused on those markets.

And so I would say you guys should be looking for more of the same. The pipeline that we're working on again tends to be outside of here.

And we're about it, because we're about trying to get positions and places that can go fast.

Have you seen any change in the competitive dynamics domestically?

Not really. Again, I think we've spoken, Wayne, a bit about this before that there is a lot of segments in the U.S.

and kind of the over the road and the big local national account business, the UPS business, those things are pretty mature and we're kind of not in them and they're kind of slugging along with some rate compression. But the small and mid-size that are really distribution intense, you got to have distribution capability to get up those.

That thing is still decent and you can make decent money in it. So I'd say the competition in that last space is not with other fuel card guys.

It's with credit cards and cash and other kinds of functional payments. So I'd say in the U.S.

we continue to like the segment that we play in, which is why we're growing 15%. We're not signing out big wins like UPS or Coke.

We're signing up, as I said, in the sales opening thousands and thousands of 15 vehicle accounts, which we like because we like the margin dynamics of those accounts.