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Executives

Tenjin Wong – JPMorgan

Eric Dey – CFO

FleetCor Technologies, Inc. (FLT) 40th Annual J.P. Morgan Global Technology, Media and Telecom Conference May 15, 2012 2:50 PM ET

Operator

Tenjin Wong – JPMorgan

All right. Sorry we're late. Thanks for joining us again. Tenjin Wong, Computer Services and IT Consulting at JPMorgan and the last one for the day. We have got FleetCor. Eric Dey, the CFO, is very happy to have Eric back with us. We've been overweight the stock, I think FleetCor has done, it's her job of managing their assets and acquiring new assets and trying sort of exploit and optimize some of the assets that they've acquired in a nice space that is expanding overseas. So, I figured we'd stock Eric maybe if you don't mind just given a quick rundown of FleetCor and some of the trends that you are seeing and then we can go into some more direct Q&A, if that's okay.

Eric Dey

Sure. I guess I'll start it out by for those of you who don't know the FleetCor story, I'll just spend literally about five minutes and just give you the 20,000 foot flyover. For those of you who don't know, we are leading global fleet cart company. We offer special purpose business charge cards primarily processing commercial fleet carts around the world. 90% of our revenue today is generated by the processing of those commercial fleet carts and then 10% of our revenue is driven by other specialty card products. We've got a corporate commercial hotel card product offering in the United States. We also processed a food card and voucher product in Mexico and we have a telematics product in Europe that we manage as well.

Our target customers are effectively every business and governmental entity around the world as well as we're targeting all of the major oil companies both in United States and around the world as well. We're a global company. We're well diversified. We're actually in 21 countries today and have 17 or so offices around the world. But our offices or our business is primarily in five geographies. We're in the United States, we're in the UK, we're in the Czech Republic, we're Russia, we have a business in Mexico that we acquired last year, I guess we're in six now, we're going to be six. A week or so ago we announced that we are in the process of acquiring a company in Brazil, so we'll be into Latin America kind of market as well.

Our company has a tremendous track record of growth. If I go back and look at over the last kind of seven or eight years, we've grown our revenue at a compounded annual growth rate from 2003 to 2011 at about 28% and more impressively we've grown our cash net income over that same period of time at a compounded annual growth rate of about 41% and in doing so we used a three plank growth strategy. We build the businesses that we own, we buy a new attractive penetrated geographies and we partner with new major oil companies as an example, United States, for those of you who don't know, we process commercial cards on behalf of Chevron, BP, Arco, Citgo and more recently we have signed an agreement to process transactions on behalf of Euroshell. So it's our first kind of entry into the European market from a private label and partnering perspective.

Just to kind of add a couple of other things, why do you want to invest in FleetCor. We own and operate in 10 proprietary merchant networks around the world. We're a difficult business to get into too. We spend 10 or 20 years kind of signing up merchant networks around the world, kind of one network at a time. We've developed a very specialized processing platform and we believe we have the state of the art system around the world. As an example that platform enabled us to win the Euroshell business which is the largest major oil company in the world. They do business in 35 different countries today. We have broad distribution capabilities. We market our products in a number of different ways. We have direct sales force on the street. We use the web. We use direct mail. We use telemarketing and we market our product via other partners as well. As a matter of fact, we had a record sales year in 2011. And we have strong relationships. I mean we built customer relationships over that same kind of 10 or 20 years period of time. We have relatively low attrition rates and we're able to grow our business efficiently by using our broad distribution network and offset the amount of attrition that we have and effectively grow our business.

So the short story is, we have a difficult business to enter regardless of scale. So Tenjin I'll turn it back over to you.

Tenjin Wong – JPMorgan

That's a good summary. So maybe just start off with your top line target of 10%. How do you sort of build up to that, obviously the easy metrics would be to look at transactions and rate per trend. Can you build us up to the 10% there?

Eric Dey

Yes, our targeting goal is to grow our businesses organically around 10% and we do that simplistically by investing in sales and marketing. In 2011 as an example, we spent about $34 million in sales and marketing around the world and we know that given the level of productivity that we get out of our sales force at that level of investment, will give us enough new sales volume to offset the amount of attrition and to grow our transaction volumes in the 3 to 4% range. At the same time, we also grew per transaction and we do that simplistically in a couple ways, one is just mix and what I mean by that is today we process about 250 million transactions and we earn revenue per transaction on a large scale from as low as about $0.10 a transaction to as high as $10 a transaction. So you can guess where we're investing our sales and marketing dollars. It's certainly not growing transactions at the lower end of the scale, so we're investing in the higher end. So effectively to the extent we're successful in growing transaction volume in the higher end of the scale, we simplistically also are growing revenue per transaction. And we're also upselling productions and services to our existing customer base. So we get more revenue out of the same transaction that we had in the past. And that's effectively we kind of do it.

Unidentified Analyst

[Question Inaudible]

Eric Dey

It's just the type of arrangement that we have with a customer. So simplistically at the lower end of the scale, it's just a processing agreement. Effectively all I am doing for the customer is processing a transaction. We don't bill, we don't collect, I take no credit risk, I fund no merchant, I really don't do anything. The guy is using my network. So effectively, because of that, we just do less work and we earn less revenue as a result of that. The other end of the spectrum, we do everything. We signed a proprietary merchant network. I bring my broad distribution network to bare and I go and market and sign customers up. We process the transaction. I bill, I collect, I eat the bad debt, I fund the merchant payment. We do everything. But because of that, I grab a lot more of the value chain.

Tenjin Wong – JPMorgan

So building on that, just thinking about the cyclicality of the business Eric, if you move in up to that $10 per train, also taking on a little bit more receivables risk and bad debt expenses you said, so just walk us through the cyclicality of the business and what you've seen.

Eric Dey

Well I mean from a cyclicality standpoint, first of all you're talking about seasonality…

Tenjin Wong – JPMorgan

Or just the cycle of things getting tougher in Europe or in US we see another downtick in GDP or G&P. What kind of influence would that have? What should we be watching out for?

Eric Dey

You know it's funny like over the last recession we've obviously learned a lot through that period of time. We've drilled into our customer base. Bad debt spiked in our businesses like a lot of other businesses although maybe not to the same degree and we went in and we learned a lot. I mean our bad debt in the peak of the recession in 2009 spiked up to 60-70 basis points which probably in the grand scheme of things doesn’t sound like a lot for a lot of other businesses, but we found that a lot of our bad debt was coming from the very, very small customers. So one in two man kind of fleet. So we've kind of shied away from that size fleet. We turned those customers into more of a prepaid card product. And as a result of that, also with the improving economy, we've seen significant improvements in our bad debt. In the first quarter of this year, our bad debt ran about 15 basis points. So that's at a historical low. From an economy standpoint, obviously you guys are well aware. I mean you come in United States I would say stable to ticking up a little bit and the other economies around the world are in varying stages, the emerging markets are actually doing quite well. Our businesses in Russia are growing at double digit, our Mexican business is growing double digit and well TBD on the Brazilian business but that's also growing double digit. So we're very pleased with our entry into those markets and our core European businesses are being impacted a little bit more by the economy and I would say are more flattish in nature.

Tenjin Wong – JPMorgan

Good. How about fuel volatility. I think some of your businesses is tied to fuel spot prices and then also on fuel spreads which I think can be a natural hedge as well. So what's the trend there?

Eric Dey

We have multiple different business miles. We are diversified from a geography perspective. We're diversified from a product perspective because we have 25 or so different products in our various geographies around the world and we are diversified from a business model perspective. I would say that if I had the kind of people, we're business model people. We love great business models and because of that, if you look at our EBITDA margins, they run over 50% in the first quarter of this year. About 20% of our revenue was directly impacted by the movement in the retail price of fuel. So it’s a relatively low percentage of our total overall revenue stream. About 20% of our revenue is impacted by market spreads and for those of you who don't know what a market spread is, market spread is the difference between the wholesale price of fuel and the retail price of fuel. And traditionally market spreads have ran around $0.15. So for those of you know, so we built a business based on that model. Meaning we've negotiated merchant settlement agreements kind of one at a time and we've agreed with those merchants exactly how much we're going to reimburse them every time one of our customers buys a gallon of gas. Conversely we turn around and we negotiate an agreement with our customer, how much we're going to charge them for a gallon of gas. And then difference between what we pay the merchant and what we charge the customers is called the market spread.

And then finally we've got a lot of revenue was kind of fixed fee in nature. So it has very limited volatility to spreads or the movement in the retail price of fuel. And some of the more recent acquisitions that we have done, the Allstar business, the Mexican business and even the business in Brazil are more fixed fee type of businesses and have no or very limited volatility associated with it.

Tenjin Wong – JPMorgan

So given some of the volatility in fuel and also in the macro environment, are you seeing deal pipelines get larger? What's the RFP situation now versus last year?

Eric Dey

Well the only thing I can say is, we did a secondary a few months ago and of course the lawyers make you disclose everything under the same when you do, something like that. So we had to disclose at that point that we had three signed term sheets to do deals. Since then we've announced one of those deals which is in Brazil and we're still actively pursuing two signed term sheets that we have today. And beyond those two signed term sheets, we obviously still having many conversations about other things and other places.

Tenjin Wong – JPMorgan

Right, so maybe we should just give a little bit of flavor, are these geographic sort of expansion opportunities, product oriented or is it potentially outside of the…

Eric Dey

You know, I would say it's actually a little of both, but I would say again, like we said in the past, where we're very, very interested in the emerging markets and I use an analogy Ron actually uses. Hey, if you want to open up an ice cream shop, you want to open up an ice cream shop in Anchorage Alaska or do you want to go to Miami. I am going to sell more ice cream sundaes in Miami than I am in Anchorage Alaska. So we are going to sell more fleet cards in the emerging markets than we are in more penetrated markets around the world. So that's kind of why we're going after the market that we are.

Tenjin Wong – JPMorgan

So just quickly then we'll open it up again, just the CTF acquisition in Brazil. Sounds like it took quite a bit of time to build and nurture that relationship which obviously consummated in a deal.

Eric Dey

It’s a long dating process.

Tenjin Wong – JPMorgan

Yes, sounds like that which is healthy but Brazil from a visa, MasterCard standpoint, we know it grows comfortably in the 20s. What is the growth profile for fleet cards within Brazil. How penetrated is it and why is this the right asset to buy into?

Eric Dey

Well it's obviously a very significantly underpenetrated market. Something that we've estimated like under 10% of all transactions. In Brazil are May using some sort of a card or other type of vehicle. But the product or the business that we actually bought in Brazil is actually not a card business at this point in time. It actually uses more of an RF technology where there is a male and female counterpart device that actually has to connect together to enable the vehicle actually receive fuel. And the reason that that technology was developed in their market because theft is so rampant in Brazil. It's actually a line of business for most people. And this device or this technology they developed over that period of time has actually prevented that theft. And they are the only provider of this nature in Brazil. So they predominately sell this product to more over the road markets customers, with 18 wheelers and the like. So they dominate that particular segment in Brazil. We think there is lots of opportunities to go down market and maybe at some point we introduce some sort of a card product there as well, particularly more of a prepaid type card.

Tenjin Wong – JPMorgan

I think you said the margins are a little bit lower, but it's been growing double digit. How do you think model will evolve once recourse takes over.

Eric Dey

We love under managed businesses and we don't buy businesses for the sake of buying businesses. We buy businesses because we think we can significantly improve the profitability of those businesses and this is just another one of those businesses. There is lots of opportunities to increase revenue, there's lot of opportunity to right size a business from a cost perceptive and obviously as a result of that, to increase the margins of the business more in line with the FleetCor average. So we like our prospects in Brazil. We think it's going to be a great market.

Unidentified Analyst

I think a key piece of the story has been the acquisitions and I am just kind of curious how you guys go about sourcing these. Are these deals that bankers are bringing to you guys? Do you have guys have an in-house process where you are finding targets and things like that?

Eric Dey

We use all means to source deals. We certainly use bankers when it makes sense. Some of the deals are actually process drive, so the deals are brought to us. But I would say the majority of our deals are sole sourced. We've got a very robust and capable business development department in the United States and we also have a couple of BD people in Europe as well who are charged with shaking trees and finding prospects. We find deals that we like again and have attractive business models and geographies that are growing and those are the deals we go after.

Unidentified Analyst

[Question Inaudible].

Eric Dey

You know I get to answer that question…

Tenjin Wong – JPMorgan

Want to repeat it, just compare and contractual business to Wright Express is the question.

Eric Dey

Correct. We get asked that question all the time and I think to be fair to both our companies we're actually more different than Wright Express than we are similar. If you think about what we do, in 2012 about 40% of my revenue is going to be generated outside of the United States in geographies that Wright Express is not in. Wright Express has a business in Australia. Guess what, we're not in Australia. So quarter of their business is over there. We've got a hotel card product in the United States. We've got a big petroleum marketer business in the United States that they are not quite into at the same degree we are. Wright Express on the other hand, our card product is more goes after the small to mid-segment of the market. Wright Express dominates more of the large national account sector and they’ve got a big MasterCard travel related business. So we don't cross paths all that much, maybe with the exception of private label RFP. So for many oil company want to outsource the management of their card portfolio, we probably run into each other and those type deals all the time. But in the absence of that, we probably don't run into each other all that often.

Tenjin Wong – JPMorgan

And I think you mentioned that on the last call there were two partner RFPs that were out there in Europe. How significant could that be and who's the incumbent. Are these in-house?

Eric Dey

You know in the United States all the major oil companies outsourced the management, most of the major oil companies in the United States outsourced the management their card portfolios to companies like ours but in Europe that’s non-existent, they all most or all do it in-house. So we think the opportunity set to manage private label portfolios internationally is a huge, huge opportunity down the road. So we think there is a lot of opportunity to come in that particular area.

Tenjin Wong – JPMorgan

Okay so those two are that category of.

Eric Dey

Yes I mean there is couple of RFPs out there and there is it's I think one of them is probably a more of a midsized sort of opportunity other one is a larger opportunity but like the Euroshell deal lot of those opportunities may come on the lighter side meaning processing agreement more of than more of a full service outsourcing opportunity but we will see what happens.

Tenjin Wong – JPMorgan

So I guess obviously a lot of scrutiny on card acceptance fees with Durban interchanging Visa, MasterCard possibly going to court for credit card interchange. I guess the question is how do you guys think about, or how should investors think about your discount rates, how sustainable they are specifically in U.S. gasoline business with some of the scrutiny that is going on. Are you seeing pressure from merchant partners or is this something this is kind of on your radar?

Eric Dey

Well just to answer the question again we are in a lot of geographies around the world so we are well diversified from a geographic perspective and business model perspective and product perspective. Most of our merchant agreements in the United States were negotiated kind of one at a time in arm’s length manner with the owner of the gas station so they are really not impacted by things like the Durban agreement.

We do have a MasterCard product in the United States which would be subject to it but to my understanding I mean this is not part of the Durban agreement today so we are not that concerned about it today.

Tenjin Wong – JPMorgan

Anyone else, maybe just switching gears on some of the deals that you have secured like the Allstar transaction in the UK. I think you said it's $0.20 accretive or so. What’s unique about that particular asset and what could drive upside in the longer term now that you have owned it for some time.

Eric Dey

Well just to clarify a couple of things, we close the Allstar deal December 13th, last year and we had to do anti-trust filing and for those of you who don’t know that actually cleared last Friday. So we are very pleased with that so now we can actually get in with our job of actually running the business and run fleet (inaudible).

The one of the reasons that we like to have that business from the get go A, it's the biggest fuel card company in the UK. They do business with most of the small to midsized fleets in the UK and we thought it was just a great recurring revenue business at low attrition rates and like a lot of other businesses. We looked at and we saw that business was kind of undermanaged as well and we though there was lots of opportunities to increase revenue and improve the margin profile of the business.

Plus we have other businesses in the UK, so there is a real consolidation opportunity and opportunity to gain economies of scale as we consolidated all of our businesses together over there.

So we like it.

Tenjin Wong – JPMorgan

Just you mentioned also you know increasing we are moving people more towards the full service capabilities, is there a way to put some numbers to that. I know MasterCard product is sort of a nice example of you being able to move some more towards the full service broader acceptance higher fees, so is there a way to put some numbers to that out?

Eric Dey

Yes it's just an add-on product, I mean I don’t know if I can put a number to it per say in terms of what’s it worth from a revenue perspective because we don’t disclose those kind of things but we look for lots of ways to increase revenue per transaction and to provide other better services to our customers. I mean some of our customers have signed that for very proprietary products.

We own a business called CFN on the West Coast and it's a cardlock network and for those of you who don’t know those are kind of big unmanned gas stations which is a great product if you dump truck. You know you go to this big kind of ugly stations that have wider range, taller canopies, and high speed pumps and you can go in there and use their product and buy fuel but hey I got a fleet now so I got regular cars as well and that product doesn’t work as well for a regular kind of car. So we actually bolted on our existing fuel man network on top of that CFN card network and we expanded the network so those guys can actually buy fuel outside of the network.

And when they do that we actually a different business model actually comes into play so when the guy goes to a CFN network I mean I don’t know the customer relationship there so all we are doing is processing a transaction. So I earn a little bit of revenue per trend. On the other hand that customer may go outside of the network and buy gas from one of my other gas stations and my fuel man network.

Well the economics that I get out of that transaction are completely different than the first one. I get full service sort of economics because I own the merchant relationship and I actually have to settle with that merchant and because of that I am getting a lot more revenue per transaction.

So there is one example of how we increase revenue per trend, another example would be in our private label network. You know that product is primarily geared towards smaller to midsized fleet as you would expect.

So if you got to be proprietary cards it's mostly kind of local fleets that would sign up to use that kind of card and one of the additional benefits we did with that product over the last couple of years we are bolted on a MasterCard I guess dual card feature to it. So for certain size fleets if there is never a gas station around when you need one it's got a universal capability to it so you could go outside of the proprietary card network and go to any station you want and buy gas. The benefit for us is not only do I get the same economics that I would have gotten had that card been used exclusively at the major oil company partner but now I am grabbing all the interchange economics because it was used via MasterCard.

So we earn guess what more revenue per transaction for the same transaction but better for the customer he just now got a universal card out of it.

Tenjin Wong – JPMorgan

So as you do more of that I guess the only risk that you are taking on is potentially more in the way of credit risk and I guess some funding as well so from a risk management standpoint how do you manage that or balance that.

Eric Dey

It really is the same in both of the examples whether he did the transaction at the major oil partner or using the MasterCard it's the same transaction it's the same amount of revenue from my perspective and again our bad debt extremely low. We have about 15 basis points in the first quarter. So it's approved pretty consistently over the last kind of years so we are pretty pleased with kind of where we are today.

Tenjin Wong – JPMorgan

The peak on bad debt was the question.

Eric Dey

Yes the peak of bad debt was in probably in 2009 like most cards and I don’t remember what the exact number was but it was probably 60-70 basis points that’s absolute high but again we learned a lot. We went in we went 10 layers deep into what the root cause of the bad debt was and we found that all the bad debt was coming from very, very small micro fleets and so we have kind of migrated our way kind of away from those sort of customers I mean.

Tenjin Wong – JPMorgan

So we talk a lot about top line there is a good segue way into sort of bottom-line so I guess 20% is the EPS growth target, so how do you bridge from the 10 to the 20 you already have, enjoy very high margins on the EBITDA side. So how do you get there?

Eric Dey

Well we get there in couple of ways, I mean simplistically if we grow our business organically you know kind of in the 10% range I mean most of our cost structure is fixed. Approximately I don’t know 2/3rds or so of our cost structure is fixed in nature and as a result of that most of that organic revenue go straight to the bottom-line.

So there is very, very little cost associated with adding those new customers that’s kind of how you get there.

Tenjin Wong – JPMorgan

That makes sense, so just given that and this sort of your desire here to move up the value chain yet sort of do more in the way of acquisition. So what sort of the internal priority and managing the existing book versus chasing the (inaudible) Ron has been up there talking to a lot of different companies trying to build up the relationship. So from a priority standpoint there is a lot going on at the company, walk us through how that’s actually been prioritized internally.

Eric Dey

We got different people doing different things, I mean we have historically used a three planked growth strategy right, we buy, we build and we partner. So we invest a certain amount of money in sales and marketing there is a team of people that are actually going out, trying to grow the businesses there is people in charge of each business and they are going to continue to do it the old fashioned way kind of one at a time. We also have a separate group of people that are trying to buy businesses and new attractive geographies and they are going down that track kind of in a separate way and we are also looking at big new partnership arrangements like the once we just discussed.

Those are little more bumpy in nature and kind of those are organic growth by the way they just happened little more sporadically. So I think we are focused on kind of each one of those initiatives. So we have got some amount of investment, we grow businesses one at a time. I like to buy businesses in new geographies because when I acquire a business I am not just buying, I am not just getting one customer but I could be getting 50,000 customers all at one I like that versus how long would it take me to sign up 50,000 customers, what it would cost me to sign up 50,000 customers. I mean I am better off so we actually like that. So I think it's a good mix.

Tenjin Wong – JPMorgan

Okay so what is your target leverage ratio obviously and just trying to better understand your acquisition criteria how would you fund it the size, the accretion position that you are willing to take, obviously accretion is always the goal but I am curious.

Eric Dey

We don’t have any desire to buy an acquisition that will be dilutive, from a leverage perspective most of our deals are funded with cash or using our existing revolver capacity. Our business generates a lot of free cash flows, as I mentioned earlier you know we have got over 50% EBITDA margins. In 2012 we are going to generate approximately or over $220 million of free cash flow and so we have got a lot of dry power to actually spend on new acquisitions and in addition to that we have got a lot of low price debt.

We actually in our current facility we are actually paying LIBOR plus 175 so your tax effect that you know got a little over 1% effective interest rate. You know I will take all that kind of debt all day long to fund acquisitions that are extremely accretive so we like it.

Tenjin Wong – JPMorgan

Okay maybe one more just tech conference here so sticking with the theme of tech there has been a lot of talk about mobility, cloud and things like that so what innovative products are you guys investing in on the flip side what could potentially this remediate FleetCor and maybe commoditize the business a more I mean there is mobile payments, GPRS, some of these things. Are you watching them or is this been more far out.

Eric Dey

Yes first of all I mean using that sort of technology really doesn’t mean anything to us. You know it's not the card in of itself doesn’t meant anything to me. You swipe the card or you take your iPhone, you got a barcode on you swipe it it's not about the method of the sale it's about the transaction, the processing and the control kind of that goes on behind the transaction. You are going to have the need no matter how you originate the transaction. So I would say that we are not overly concerned about certainly that technology anytime soon.

Tenjin Wong – JPMorgan

But from a technology standpoint in general anything disruptive or potentially added to that you can consider adding on and bolting on through existing business to keep that theme of revenue (inaudible) going higher.

Eric Dey

I mean we are clearly looking at a lot of different other products and services that are complimentary to the ones that we have today. Our core product today as I mentioned is commercial fuel cards and about 90% of our revenues commercial fuel cards today. It's not to say that down the road we may not be interested in kind of other very, very complimentary vertical in products that we sell to the same customer base at the same margin profile and can be beneficial and add to the stickiness of the customers that we have today. So we are looking at lots of stuff.

Tenjin Wong – JPMorgan

Okay any other questions, maybe I will let you out here. This is just management compensation and targets, well obviously we all can say that but actually be saying that on the webcast here but what do you get engaged kind of Eric yourself and Ron is it just top line, bottom-line 10 and 20 or are there other measures you are going to be measured against?

Eric Dey

We are primarily measured, I mean if you look at our bonus objectives on driving EPS and there are certain EPS targets that we have to deliver then I would say in addition to those there are some other personal objectives that we have on top of that kind of as well obviously that are involved around driving the business forward.

Tenjin Wong – JPMorgan

Okay is that EPS growth include in organic sources like CTF?

Eric Dey

Yes.

Tenjin Wong – JPMorgan

Very good.

Eric Dey

We also if you look at doing acquisitions and doing things of that nature too so there is lot of things we are standing on.

Tenjin Wong – JPMorgan

And certainly they have all been added but Eric appreciate you been here.

Eric Dey

All right. Thank you.

Question-and-Answer Session

[No Q&A session for this event]

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