Document_and_Entity_Informatio
Document and Entity Information | 9 Months Ended | |
Sep. 30, 2014 | Oct. 31, 2014 | |
Document And Entity Information [Abstract] | ' | ' |
Document Type | '10-Q | ' |
Amendment Flag | 'false | ' |
Document Period End Date | 30-Sep-14 | ' |
Document Fiscal Year Focus | '2014 | ' |
Document Fiscal Period Focus | 'Q3 | ' |
Trading Symbol | 'FLT | ' |
Entity Registrant Name | 'FLEETCOR TECHNOLOGIES INC | ' |
Entity Central Index Key | '0001175454 | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Entity Filer Category | 'Large Accelerated Filer | ' |
Entity Common Stock, Shares Outstanding | ' | 83,831,663 |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Current assets: | ' | ' |
Cash and cash equivalents | $304,109 | $338,105 |
Restricted cash | 42,348 | 48,244 |
Accounts receivable (less allowance for doubtful accounts of $23,291 and $22,416, respectively) | 715,662 | 573,351 |
Securitized accounts receivable-restricted for securitization investors | 393,600 | 349,000 |
Prepaid expenses and other current assets | 45,512 | 40,062 |
Deferred income taxes | 3,444 | 4,750 |
Total current assets | 1,504,675 | 1,353,512 |
Property and equipment | 127,340 | 111,100 |
Less accumulated depreciation and amortization | -71,156 | -57,144 |
Net property and equipment | 56,184 | 53,956 |
Goodwill | 1,557,011 | 1,552,725 |
Other intangibles, net | 865,116 | 871,263 |
Equity method investment | 147,512 | ' |
Other assets | 93,942 | 100,779 |
Total assets | 4,224,440 | 3,932,235 |
Current liabilities: | ' | ' |
Accounts payable | 612,691 | 467,202 |
Accrued expenses | 109,258 | 114,870 |
Customer deposits | 180,131 | 182,541 |
Securitization facility | 393,600 | 349,000 |
Current portion of notes payable and lines of credit | 526,345 | 662,439 |
Other current liabilities | 106,665 | 132,846 |
Total current liabilities | 1,928,690 | 1,908,898 |
Notes payable and other obligations, less current portion | 434,820 | 474,939 |
Deferred income taxes | 233,695 | 249,504 |
Other noncurrent liabilities | 68,428 | 55,001 |
Total noncurrent liabilities | 736,943 | 779,444 |
Commitments and contingencies (Note 11) | ' | ' |
Stockholders' equity: | ' | ' |
Common stock, $0.001 par value; 475,000,000 shares authorized; 119,544,837 shares issued and 83,810,345 shares outstanding at September 30, 2014; and 118,206,262 shares issued and 82,471,770 shares outstanding at December 31, 2013 | 120 | 117 |
Additional paid-in capital | 733,131 | 631,667 |
Retained earnings | 1,294,365 | 1,035,198 |
Accumulated other comprehensive loss | -93,146 | -47,426 |
Less treasury stock (35,734,492 shares at September 30, 2014 and December 31, 2013) | -375,663 | -375,663 |
Total stockholders' equity | 1,558,807 | 1,243,893 |
Total liabilities and stockholders' equity | $4,224,440 | $3,932,235 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parenthetical) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
In Thousands, except Share data, unless otherwise specified | ||
Statement of Financial Position [Abstract] | ' | ' |
Accounts receivable, allowance for doubtful accounts | $23,291 | $22,416 |
Common stock, par value | $0.00 | $0.00 |
Common stock, shares authorized | 475,000,000 | 475,000,000 |
Common stock, shares issued | 119,544,837 | 118,206,262 |
Common stock, shares outstanding | 83,810,345 | 82,471,770 |
Treasury stock, shares | 35,734,492 | 35,734,492 |
Consolidated_Statements_of_Inc
Consolidated Statements of Income (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 |
Income Statement [Abstract] | ' | ' | ' | ' |
Revenues, net | $295,283 | $225,150 | $822,693 | $639,670 |
Expenses: | ' | ' | ' | ' |
Merchant commissions | 25,014 | 16,944 | 62,964 | 50,360 |
Processing | 41,451 | 33,473 | 117,152 | 95,426 |
Selling | 17,950 | 13,859 | 52,885 | 38,949 |
General and administrative | 40,947 | 31,559 | 122,304 | 91,774 |
Depreciation and amortization | 25,714 | 18,060 | 74,561 | 48,579 |
Operating income | 144,207 | 111,255 | 392,827 | 314,582 |
Other expense (income), net | 594 | -156 | 870 | 130 |
Interest expense, net | 4,859 | 3,756 | 15,628 | 10,960 |
Equity method investment loss | 2,200 | ' | 3,689 | ' |
Total other expense | 7,653 | 3,600 | 20,187 | 11,090 |
Income before taxes | 136,554 | 107,655 | 372,640 | 303,492 |
Provision for income taxes | 41,045 | 29,035 | 113,473 | 87,111 |
Net income | $95,509 | $78,620 | $259,167 | $216,381 |
Earnings per share: | ' | ' | ' | ' |
Basic earnings per share | $1.14 | $0.96 | $3.12 | $2.65 |
Diluted earnings per share | $1.11 | $0.93 | $3.02 | $2.56 |
Weighted average shares outstanding: | ' | ' | ' | ' |
Basic weighted average shares outstanding | 83,611 | 81,974 | 83,118 | 81,592 |
Diluted weighted average shares outstanding | 86,134 | 84,905 | 85,688 | 84,446 |
Consolidated_Statements_of_Com
Consolidated Statements of Comprehensive Income (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 |
Statement of Comprehensive Income [Abstract] | ' | ' | ' | ' |
Net income | $95,509 | $78,620 | $259,167 | $216,381 |
Other comprehensive income: | ' | ' | ' | ' |
Foreign currency translation (loss) gain, net of tax | -68,478 | 18,293 | -45,719 | -15,861 |
Total other comprehensive (loss) income | -68,478 | 18,293 | -45,719 | -15,861 |
Total comprehensive income | $27,031 | $96,913 | $213,448 | $200,520 |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (USD $) | 9 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 |
Operating activities | ' | ' |
Net income | $259,167 | $216,381 |
Adjustments to reconcile net income to net cash provided by operating activities: | ' | ' |
Depreciation | 14,780 | 12,162 |
Stock-based compensation | 26,292 | 12,441 |
Provision for losses on accounts receivable | 18,109 | 14,069 |
Amortization of deferred financing costs | 1,599 | 2,434 |
Amortization of intangible assets | 55,737 | 31,535 |
Amortization of premium on receivables | 2,445 | 2,448 |
Deferred income taxes | -1,280 | -4,524 |
Equity method investment loss | 3,689 | ' |
Changes in operating assets and liabilities (net of acquisitions): | ' | ' |
Restricted cash | 6,109 | 3,666 |
Accounts receivable | -137,942 | -184,367 |
Prepaid expenses and other current assets | -3,036 | -1,774 |
Other assets | 460 | 38,580 |
Excess tax benefits related to stock-based compensation | -53,251 | -24,319 |
Accounts payable, accrued expenses and customer deposits | 124,614 | 89,279 |
Net cash provided by operating activities | 317,492 | 208,011 |
Investing activities | ' | ' |
Acquisitions, net of cash acquired | -261,919 | -376,971 |
Purchases of property and equipment | -18,279 | -15,348 |
Net cash used in investing activities | -280,198 | -392,319 |
Financing activities | ' | ' |
Excess tax benefits related to stock-based compensation | 53,251 | 24,319 |
Proceeds from issuance of common stock | 21,922 | 22,800 |
Borrowings on securitization facility, net | 44,600 | 96,000 |
Deferred financing costs paid | -546 | -1,970 |
Principal payments on notes payable | -20,625 | -21,250 |
Payments on revolver - A Facility | -381,385 | -155,000 |
Borrowings from revolver - A Facility | 182,330 | 280,000 |
Payments on foreign revolver - B Facility | -7,337 | -44,533 |
Borrowings from foreign revolver - B Facility | ' | 53,494 |
Borrowings from swing line of credit, net | 52,059 | ' |
Other | -462 | -255 |
Net cash provided by (used in) financing activities | -56,193 | 253,605 |
Effect of foreign currency exchange rates on cash | -15,097 | -7,257 |
Net (decrease) increase in cash and cash equivalents | -33,996 | 62,040 |
Cash and cash equivalents, beginning of period | 338,105 | 283,649 |
Cash and cash equivalents, end of period | 304,109 | 345,689 |
Supplemental cash flow information | ' | ' |
Cash paid for interest | 19,238 | 13,041 |
Cash paid for income taxes | $63,553 | $84,695 |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2014 | |
Accounting Policies [Abstract] | ' |
Summary of Significant Accounting Policies | ' |
1. Summary of Significant Accounting Policies | |
Basis of Presentation | |
Throughout this report, the terms “our,” “we,” “us,” and the “Company” refers to FleetCor Technologies, Inc. and its subsidiaries. The Company prepared the accompanying interim consolidated financial statements in accordance with Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States (“GAAP”). The unaudited consolidated financial statements reflect all adjustments considered necessary for fair presentation. These adjustments consist primarily of normal recurring accruals and estimates that impact the carrying value of assets and liabilities. Actual results may differ from these estimates. Operating results for the three and nine month periods ended September 30, 2014 are not necessarily indicative of the results that may be expected for the year ending December 31, 2014. | |
The unaudited consolidated interim financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2013. | |
Foreign Currency Translation | |
Assets and liabilities of foreign subsidiaries are translated into U.S. dollars at the rates of exchange in effect at period-end. The related translation adjustments are made directly to accumulated other comprehensive income. Income and expenses are translated at the average monthly rates of exchange in effect during the period. Gains and losses from realized foreign currency transactions of these subsidiaries are included in net income. The Company recognized foreign exchange losses of $0.6 million for the three months ended September 30, 2014 and gains of $0.3 million for the three months ended September 30, 2013. The Company recognized foreign exchange losses of $0.8 million and for the nine months ended September 30, 2014 and foreign exchange gains of $0.1 million for the nine months ended September 30, 2013, which are recorded within other expense, net in the Unaudited Consolidated Statements of Income. | |
Equity Method Investment | |
The Company applies the equity method of accounting for investments when the Company does not control the investee, but has the ability to exercise significant influence over its operating and finance policies. Equity method investments are recorded at cost, with the allocable portion of the investee’s income or loss reported in earnings, and adjusted for capital contributions to and distributions from the investee. Distributions in excess of equity method earnings, if any, are recognized as a return of investment and recorded as investing cash flows in the unaudited Condensed Consolidated Statements of Cash Flows. The Company reviews its equity investment for impairment whenever events or changes in circumstances indicate that the carrying value of the Company‘s investment may have experienced an other-than-temporary decline in value. | |
Adoption of New Accounting Standards | |
Foreign Currency | |
In March 2013, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2013-05 “Parent’s Accounting for the Cumulative Translation Adjustment upon Derecognition of Certain Subsidiaries or Groups of Assets within a Foreign Entity or of an Investment in a Foreign Entity”, which indicates that the entire amount of a cumulative translation adjustment (“CTA”) related to an entity’s investment in a foreign entity should be released when there has been a sale of a subsidiary or group of net assets within a foreign entity and the sale represents the substantially complete liquidation of the investment in the foreign entity, loss of a controlling financial interest in an investment in a foreign entity (i.e., the foreign entity is deconsolidated) or step acquisition for a foreign entity (i.e., when an entity has changed from applying the equity method for an investment in a foreign entity to consolidating the foreign entity). The ASU does not change the requirement to release a pro rata portion of the CTA of the foreign entity into earnings for a partial sale of an equity method investment in a foreign entity. This ASU is effective for the Company for fiscal years and interim periods within those fiscal years beginning on or after December 15, 2013. The Company’s adoption of this ASU did not have a material impact on the Company’s results of operations, financial condition, or cash flows. | |
Unrecognized Tax Benefit When an NOL Exists | |
In July 2013, the FASB issued ASU 2013-11 “Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists”, which indicates that to the extent a net operating loss carryforward, a similar tax loss, or a tax credit carryforward is not available at the reporting date under the tax law of the applicable jurisdiction to settle any additional income taxes that would result from the disallowance of a tax position or the tax law of the applicable jurisdiction does not require the entity to use, and the entity does not intend to use, the deferred tax asset for such purpose, the unrecognized tax benefit should be presented in the financial statements as a liability and should not be combined with deferred tax assets. This ASU is effective for the Company for fiscal years and interim periods within those fiscal years beginning on or after December 15, 2013. The Company’s adoption of this ASU did not have a material impact on the Company’s results of operations, financial condition, or cash flows. | |
Revenue Recognition | |
In May 2014, the FASB issued ASC 606, “Revenue from Contracts with Customers”, which amends the guidance in former ASC 605, Revenue Recognition. This ASU is effective for the Company for fiscal years ending after December 15, 2016 and interim periods, with early adoption not permitted. The Company is currently evaluating the impact of the provisions of ASC 606. | |
Going Concern | |
In August 2013, the FASB issued ASU 2014-15 “Disclosure of Uncertainties About an Entity’s Ability to Continue as a Going Concern”, which requires entities to perform interim and annual assessments of the entity’s ability to continue as a going concern within one year of the date of issuance of the entity’s financial statements. This ASU is effective for the Company for fiscal years ending after December 15, 2016 and interim periods thereafter, with early adoption permitted. The Company’s adoption of this ASU is not expected to have a material impact on the Company’s results of operations, financial condition, or cash flows, as it is disclosure based. |
Accounts_Receivable
Accounts Receivable | 9 Months Ended | ||||||||
Sep. 30, 2014 | |||||||||
Receivables [Abstract] | ' | ||||||||
Accounts Receivable | ' | ||||||||
2. Accounts Receivable | |||||||||
The Company maintains a $500 million revolving trade accounts receivable Securitization Facility. Pursuant to the terms of the Securitization Facility, the Company transfers certain of its domestic receivables, on a revolving basis, to FleetCor Funding LLC (Funding) a wholly-owned bankruptcy remote subsidiary. In turn, Funding sells, without recourse, on a revolving basis, up to $500 million of undivided ownership interests in this pool of accounts receivable to a multi-seller, asset-backed commercial paper conduit (Conduit). Funding maintains a subordinated interest, in the form of over-collateralization, in a portion of the receivables sold to the Conduit. Purchases by the Conduit are financed with the sale of highly-rated commercial paper. | |||||||||
The Company utilizes proceeds from the sale of its accounts receivable as an alternative to other forms of financing, to reduce its overall borrowing costs. The Company has agreed to continue servicing the sold receivables for the financial institution at market rates, which approximates the Company’s cost of servicing. The Company retains a residual interest in the accounts receivable sold as a form of credit enhancement. The residual interest’s fair value approximates carrying value due to its short-term nature. Funding determines the level of funding achieved by the sale of trade accounts receivable, subject to a maximum amount. | |||||||||
On February 3, 2014, the Company extended the term of its asset securitization facility to February 2, 2015. The Company capitalized $0.5 million in deferred financing fees in connection with this extension. | |||||||||
The Company’s accounts receivable and securitized accounts receivable include the following at September 30, 2014 and December 31, 2013 (in thousands): | |||||||||
September 30, | December 31, | ||||||||
2014 | 2013 | ||||||||
Gross domestic accounts receivable | $ | 218,672 | $ | 107,627 | |||||
Gross domestic securitized accounts receivable | 393,600 | 349,000 | |||||||
Gross foreign receivables | 520,281 | 488,140 | |||||||
Total gross receivables | 1,132,553 | 944,767 | |||||||
Less allowance for doubtful accounts | (23,291 | ) | (22,416 | ) | |||||
Net accounts and securitized accounts receivable | $ | 1,109,262 | $ | 922,351 | |||||
Foreign receivables are not included in the Company’s accounts receivable securitization program. At September 30, 2014 and December 31, 2013, there was $393.6 million and $349 million, respectively, of short-term debt outstanding under the Company’s accounts receivable Securitization Facility. | |||||||||
A rollforward of the Company’s allowance for doubtful accounts related to accounts receivable for nine months ended September 30 is as follows (in thousands): | |||||||||
2014 | 2013 | ||||||||
Allowance for doubtful accounts beginning of period | $ | 22,416 | $ | 19,463 | |||||
Add: | |||||||||
Provision for bad debts | 18,109 | 14,069 | |||||||
Less: | |||||||||
Write-offs | (17,234 | ) | (12,359 | ) | |||||
Allowance for doubtful accounts end of period | $ | 23,291 | $ | 21,173 | |||||
Fair_Value_Measurements
Fair Value Measurements | 9 Months Ended | ||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||
Fair Value Disclosures [Abstract] | ' | ||||||||||||||||
Fair Value Measurements | ' | ||||||||||||||||
3. Fair Value Measurements | |||||||||||||||||
Fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. GAAP discusses valuation techniques, such as the market approach (comparable market prices), the income approach (present value of future income or cash flow), and the cost approach (cost to replace the service capacity of an asset or replacement cost). These valuation techniques are based upon observable and unobservable inputs. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Company’s market assumptions. | |||||||||||||||||
As the basis for evaluating such inputs, a three-tier value hierarchy prioritizes the inputs used in measuring fair value as follows: | |||||||||||||||||
• | Level 1: Observable inputs such as quoted prices for identical assets or liabilities in active markets. | ||||||||||||||||
• | Level 2: Observable inputs other than quoted prices that are directly or indirectly observable for the asset or liability, including quoted prices for similar assets or liabilities in active markets; quoted prices for similar or identical assets or liabilities in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable. | ||||||||||||||||
• | Level 3: Unobservable inputs for which there is little or no market data, which require the reporting entity to develop its own assumptions. The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. | ||||||||||||||||
The Company estimates the fair value of acquisition-related contingent consideration using various valuation approaches including the Monte Carlo Simulation approach and the probability-weighted discounted cash flow approach. Acquisition related contingent consideration liabilities are classified as Level 3 liabilities because the Company uses unobservable inputs to value them, reflecting the Company’s assessment of the assumptions market participants would use to value these liabilities. A change in the unobservable inputs could result in a significantly higher or lower fair value measurement. Changes in the fair value of acquisition related contingent consideration are recorded as (income) expense in the Consolidated Statements of Income. The acquisition related contingent consideration liabilities are recorded in other current liabilities. | |||||||||||||||||
The following table presents the Company’s financial assets and liabilities which are measured at fair values on a recurring basis as of September 30, 2014 and December 31, 2013 (in thousands). | |||||||||||||||||
Fair Value | Level 1 | Level 2 | Level 3 | ||||||||||||||
September 30, 2014 | |||||||||||||||||
Assets: | |||||||||||||||||
Repurchase agreements | $ | 187,049 | $ | — | $ | 187,049 | $ | — | |||||||||
Certificates of deposit | 11,860 | — | 11,860 | — | |||||||||||||
Total cash equivalents | $ | 198,909 | $ | — | $ | 198,909 | $ | — | |||||||||
Liabilities: | |||||||||||||||||
Acquisition related contingent consideration | $ | (78,611 | ) | $ | — | $ | — | $ | (78,611 | ) | |||||||
Fair Value | Level 1 | Level 2 | Level 3 | ||||||||||||||
December 31, 2013 | |||||||||||||||||
Assets: | |||||||||||||||||
Repurchase agreements | $ | 162,126 | $ | — | $ | 162,126 | $ | — | |||||||||
Certificates of deposit | 9,038 | — | 9,038 | — | |||||||||||||
Total cash equivalents | $ | 171,164 | $ | — | $ | 171,164 | $ | — | |||||||||
Liabilities: | |||||||||||||||||
Acquisition related contingent consideration | $ | (80,476 | ) | $ | — | $ | — | $ | (80,476 | ) | |||||||
We have highly liquid investments classified as cash equivalents, with original maturities of 90 days or less, included in our Consolidated Balance Sheets. We utilize Level 2 fair value determinations derived from directly or indirectly observable (market based) information to determine the fair value of these highly liquid investments. The Company has certain cash and cash equivalents that are invested on an overnight basis in repurchase agreements. The value of overnight repurchase agreements is determined based upon the quoted market prices for the treasury securities associated with the repurchase agreements. Certificates of deposit are valued at cost, plus interest accrued. Given the short term nature of these instruments, the carrying value approximates fair value. | |||||||||||||||||
The level within the fair value hierarchy and the measurement technique are reviewed quarterly. Transfers between levels are deemed to have occurred at the end of the quarter. There were no transfers between fair value levels during the three and nine months ended September 30, 2014. | |||||||||||||||||
The Company’s nonfinancial assets that are measured at fair value on a nonrecurring basis include property, plant and equipment, equity method investment, goodwill and other intangible assets. As necessary, the Company generally uses projected cash flows, discounted as appropriate, to estimate the fair values of the assets using key inputs such as management’s projections of cash flows on a held-and-used basis (if applicable), management’s projections of cash flows upon disposition and discount rates. Accordingly, these fair value measurements are in Level 3 of the fair value hierarchy. These assets and liabilities are measured at fair value on a nonrecurring basis as part of the Company’s annual impairment assessments and as impairment indicators are identified. | |||||||||||||||||
The carrying value of the Company’s cash, accounts receivable, securitized accounts receivable and related facility, prepaid expenses and other current assets, accounts payable, accrued expenses, customer deposits and short-term borrowings approximate their respective carrying values due to the short-term maturities of the instruments. The carrying value of the Company’s debt obligations approximates fair value as the interest rates on the debt are variable market based interest rates that reset on a quarterly basis. These are each level 2 fair value measurements, except for cash, which is a level 1 fair value measurement. |
Share_Based_Compensation
Share Based Compensation | 9 Months Ended | ||||||||||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' | ||||||||||||||||||||||||
Share Based Compensation | ' | ||||||||||||||||||||||||
4. Share Based Compensation | |||||||||||||||||||||||||
The Company has Stock Incentive Plans (the Plans) pursuant to which the Company’s board of directors may grant stock options or restricted stock to employees. The Company is authorized to issue grants of restricted stock and stock options to purchase up to 26,963,150 shares as of September 30, 2014 and December 31, 2013. There were 6,283,313 additional shares remaining available for grant under the Plans at September 30, 2014. | |||||||||||||||||||||||||
The table below summarizes the expense recognized related to share-based payments recognized for the three and nine months ended September 30 (in thousands): | |||||||||||||||||||||||||
Three Months Ended September 30, | Nine months Ended September 30, | ||||||||||||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||||||||||
Stock options | $ | 3,207 | $ | 3,051 | $ | 9,507 | $ | 8,553 | |||||||||||||||||
Restricted stock | 4,786 | 1,331 | 16,785 | 3,888 | |||||||||||||||||||||
Stock-based compensation | $ | 7,993 | $ | 4,382 | $ | 26,292 | $ | 12,441 | |||||||||||||||||
The tax benefits recorded on stock based compensation were $8.8 million and $4.2 million for the nine months ended September 30, 2014 and 2013, respectively. | |||||||||||||||||||||||||
The following table summarizes the Company’s total unrecognized compensation related to stock-based compensation as of September 30, 2014 (in thousands): | |||||||||||||||||||||||||
Unrecognized | Weighted Average | ||||||||||||||||||||||||
Compensation | Period of Expense | ||||||||||||||||||||||||
Cost | Recognition | ||||||||||||||||||||||||
(in Years) | |||||||||||||||||||||||||
Stock options | $ | 29,132 | 1.88 | ||||||||||||||||||||||
Restricted stock | 9,917 | 0.72 | |||||||||||||||||||||||
Total | $ | 39,049 | |||||||||||||||||||||||
Stock Options | |||||||||||||||||||||||||
Stock options are granted with an exercise price estimated to be equal to the fair market value on the date of grant as authorized by the Company’s board of directors. Options granted have vesting provisions ranging from one to six years. Certain stock option awards also have performance vesting provisions. Stock option grants are generally subject to forfeiture if employment terminates prior to vesting. | |||||||||||||||||||||||||
The following summarizes the changes in the number of shares of common stock under option for the nine months ended September 30, 2014 (shares and aggregate intrinsic value in thousands): | |||||||||||||||||||||||||
Shares | Weighted | Options | Weighted | Weighted | Aggregate | ||||||||||||||||||||
Average | Exercisable | Average | Average Fair | Intrinsic | |||||||||||||||||||||
Exercise | at End of | Exercise | Value of | Value | |||||||||||||||||||||
Price | Period | Price of | Options | ||||||||||||||||||||||
Exercisable | Granted During | ||||||||||||||||||||||||
Options | the Period | ||||||||||||||||||||||||
Outstanding at December 31, 2013 | 5,331 | $ | 25.68 | 2,589 | $ | 16.57 | $ | 487,673 | |||||||||||||||||
Granted | 548 | 121.9 | $ | 36 | |||||||||||||||||||||
Exercised | (1,243 | ) | 17.64 | 154,719 | |||||||||||||||||||||
Forfeited | (204 | ) | 48.98 | ||||||||||||||||||||||
Outstanding at September 30, 2014 | 4,432 | $ | 38.52 | 2,487 | $ | 22.02 | $ | 459,142 | |||||||||||||||||
Expected to vest as of September 30, 2014 | 4,432 | $ | 38.52 | ||||||||||||||||||||||
The aggregate intrinsic value of stock options exercisable at September 30, 2014 was $298.6 million. The weighted average contractual term of options exercisable at September 30, 2014 was 6.0 years. | |||||||||||||||||||||||||
The fair value of stock option awards granted was estimated using the Black-Scholes option pricing model during the nine months ended September 30, 2014 and 2013, with the following weighted-average assumptions for grants during the period. | |||||||||||||||||||||||||
September 30 | |||||||||||||||||||||||||
2014 | 2013 | ||||||||||||||||||||||||
Risk-free interest rate | 1.1 | % | 0.73 | % | |||||||||||||||||||||
Dividend yield | — | — | |||||||||||||||||||||||
Expected volatility | 34.76 | % | 34.95 | % | |||||||||||||||||||||
Expected life (in years) | 3.8 | 4 | |||||||||||||||||||||||
Restricted Stock | |||||||||||||||||||||||||
Awards of restricted stock and restricted stock units are independent of stock option grants and are generally subject to forfeiture if employment terminates prior to vesting. The vesting of the restricted stock and restricted stock units granted is generally based on the passage of time, performance or market conditions. Shares vesting based on the passage of time have vesting provisions ranging from one to four years. | |||||||||||||||||||||||||
The fair value of restricted stock granted based on market conditions was estimated using the Monte Carlo option pricing model at the grant date. The risk-free interest rate and volatility assumptions for restricted stock shares granted with market conditions were calculated consistently with those applied in the Black-Scholes options pricing model utilized in determining the fair value of the stock option awards. No such awards were granted during the nine months ended September 30, 2014 and 2013. | |||||||||||||||||||||||||
The following table summarizes the changes in the number of shares of restricted stock and restricted stock units for the nine months ended September 30, 2014 (shares in thousands): | |||||||||||||||||||||||||
Shares | Weighted | ||||||||||||||||||||||||
Average | |||||||||||||||||||||||||
Grant Date | |||||||||||||||||||||||||
Fair Value | |||||||||||||||||||||||||
Unvested at December 31, 2013 | 634 | $ | 67.83 | ||||||||||||||||||||||
Granted | 78 | 128.81 | |||||||||||||||||||||||
Vested | (203 | ) | 63.35 | ||||||||||||||||||||||
Cancelled | (10 | ) | 35.78 | ||||||||||||||||||||||
Unvested at September 30, 2014 | 499 | $ | 74.02 | ||||||||||||||||||||||
Acquisitions_and_Investments
Acquisitions and Investments | 9 Months Ended | ||||||||
Sep. 30, 2014 | |||||||||
Business Combinations [Abstract] | ' | ||||||||
Acquisitions and Investments | ' | ||||||||
5. Acquisitions and Investments | |||||||||
2014 Acquisitions | |||||||||
During 2014, the Company has made payments related to acquisitions and investments in aggregate of $238.7 million. During 2014, the Company has made deferred payments of purchase price related to 2013 acquisitions of $23.2 million. | |||||||||
Equity Method Investment in Masternaut | |||||||||
On April 28, 2014, the Company completed an equity method investment in Masternaut Group Holdings Limited (“Masternaut”), Europe’s largest provider of telematics solutions to commercial fleets, included in “Equity method investment” in its unaudited Consolidated Balance Sheets. The Company owns 44% of the outstanding equity of Masternaut. | |||||||||
Comdata | |||||||||
On August, 12, 2014, the Company announced that it signed a definitive agreement to acquire Comdata Inc. (“Comdata”) from Ceridian LLC, a portfolio company of funds affiliated with Thomas H. Lee Partners, L.P. (“THL”) and Fidelity National Financial Inc. (NYSE: FNF), for $3.45 billion. Concurrent with the closing of the acquisition, a representative from THL will be appointed to the FleetCor board of directors. | |||||||||
Comdata is a leading business-to-business provider of innovative electronic payment solutions. As an issuer and a processor, Comdata provides fleet, virtual card and gift card solutions to over 20,000 customers. Comdata has approximately 1,300 employees and enables over $54 billion in payments annually. This acquisition will complement the Company’s current fuel card business in the U.S. and add a new product with the virtual payments business. | |||||||||
FleetCor will finance the $3.45 billion acquisition with approximately $2.4 billion of new debt and the issuance of approximately 7.3 million shares of FleetCor common stock. The cash payments will be used to pay off Comdata’s outstanding indebtedness. This acquisition is anticipated to be completed during the fourth quarter of 2014. | |||||||||
Other | |||||||||
During 2014, the Company has also acquired Pacific Pride, a U.S. fuel card business, and a fuel card portfolio from Shell in Germany. | |||||||||
2013 Acquisitions | |||||||||
During 2013, the Company completed acquisitions with an aggregate purchase price of $849.0 million, net of cash acquired of $35.6 million, including deferred payments of $36.8 million and the estimated fair value of contingent earn out payments of $83.1 million. | |||||||||
For certain acquisitions in 2013, the consideration transferred includes contingent consideration based on achieving specific financial metrics in future periods. The contingent consideration agreements (the “agreements”) require the Company to pay the respective prior owners if earnings before interest, taxes, depreciation and amortization (EBITDA) and revenues grow at a specified rate over the most recent corresponding specified period, based on a sliding scale. The potential future payments that the Company could be required to make related to these contingent consideration agreements ranges from $59 to $83 million based on current operating results. The fair value of the arrangements included in the acquisition consideration is estimated using a Monte Carlo Simulation approach and the probability-weighted discounted cash flow approach and considered historic expenses, historic EBITDA and revenue growth and current projections for the respective acquired entities. At September 30, 2014 the Company has recorded $78.6 million of contingent consideration, which is payable in the fourth quarter of 2014 and first quarter of 2015. As the payments are due within one year of the date of acquisition, the Company did not apply a discount rate to the potential payments. Any changes to the contingent consideration ultimately paid or any changes in the fair value of such amounts would result in additional income or expense in the Consolidated Statements of Income. Changes in the aggregate fair values of the respective contingent earn out payments during the third quarter of 2014 were not material. Acquisition amounts are presented at the applicable acquisition date foreign exchange spot rate. | |||||||||
The Company’s purchase price allocation related to each of the entities acquired in 2013 is complete. | |||||||||
2013 Totals | |||||||||
The following table summarizes the preliminary allocation of the purchase price for all acquisitions during 2013 (in thousands): | |||||||||
Trade and other receivables | $ | 71,671 | |||||||
Prepaid expenses and other | 12,555 | ||||||||
Property and equipment | 5,791 | ||||||||
Other long term assets | 53,737 | ||||||||
Goodwill | 643,116 | ||||||||
Other intangible assets | 473,000 | ||||||||
Notes and other liabilities assumed | (283,245 | ) | |||||||
Deferred tax liabilities | (77,543 | ) | |||||||
Other long term liabilities | (50,091 | ) | |||||||
Aggregate purchase prices | $ | 848,991 | |||||||
Intangible assets allocated in connection with the purchase price allocations consisted of the following (in thousands): | |||||||||
Useful Lives | Value | ||||||||
(in Years) | |||||||||
Customer relationships | 3 – 20 | $ | 357,260 | ||||||
Trade names and trademarks—indefinite | N/A | 46,900 | |||||||
Trade names and trademarks | 15 | 200 | |||||||
Merchant network | 10 | 16,750 | |||||||
Software | 3 – 10 | 36,890 | |||||||
Non-competes | 5 | 15,000 | |||||||
$ | 473,000 | ||||||||
In connection with 2013 acquisitions, the Company has uncertain tax positions aggregating $13.4 million and contingent liabilities aggregating $49.2 million. The Company has been indemnified by the respective sellers for a portion of these acquired liabilities. As a result, an indemnification asset of $51.1 million was recorded. The potential range of acquisition related contingent liabilities that the Company estimates would be incurred and ultimately recoverable, and for which the Company has recorded indemnification assets in the Consolidated Balance Sheets, is $50.0 million to $51.1 million. |
Goodwill_and_Other_Intangible_
Goodwill and Other Intangible Assets | 9 Months Ended | ||||||||||||||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | ||||||||||||||||||||||||||||
Goodwill and Other Intangible Assets | ' | ||||||||||||||||||||||||||||
6. Goodwill and Other Intangible Assets | |||||||||||||||||||||||||||||
A summary of changes in the Company’s goodwill by reportable business segment is as follows (in thousands): | |||||||||||||||||||||||||||||
December 31, | Acquisition | Foreign | September 30, | ||||||||||||||||||||||||||
2013 | Accounting | Currency | 2014 | ||||||||||||||||||||||||||
Adjustments | |||||||||||||||||||||||||||||
Segment | |||||||||||||||||||||||||||||
North America | $ | 366,594 | $ | 19,966 | $ | — | $ | 386,560 | |||||||||||||||||||||
International | 1,186,131 | (3,924 | ) | (11,756 | ) | 1,170,451 | |||||||||||||||||||||||
$ | 1,552,725 | 16,042 | $ | (11,756 | ) | $ | 1,557,011 | ||||||||||||||||||||||
As of September 30, 2014 and December 31, 2013 other intangible assets consisted of the following (in thousands): | |||||||||||||||||||||||||||||
September 30, 2014 | December 31, 2013 | ||||||||||||||||||||||||||||
Useful | Gross | Accumulated | Net | Gross | Accumulated | Net | |||||||||||||||||||||||
Lives | Carrying | Amortization | Carrying | Carrying | Amortization | Carrying | |||||||||||||||||||||||
(Years) | Amounts | Amount | Amounts | Amount | |||||||||||||||||||||||||
Customer and vendor agreements | 3 to 20 | $ | 894,548 | $ | (181,209 | ) | $ | 713,339 | $ | 850,809 | $ | (134,998 | ) | $ | 715,811 | ||||||||||||||
Trade names and trademarks—indefinite lived | N/A | 101,991 | — | 101,991 | 99,690 | — | 99,690 | ||||||||||||||||||||||
Trade names and trademarks—other | 3 to 15 | 3,333 | (1,794 | ) | 1,539 | 3,341 | (1,635 | ) | 1,706 | ||||||||||||||||||||
Software | 3 to 10 | 51,848 | (16,118 | ) | 35,730 | 47,778 | (9,090 | ) | 38,688 | ||||||||||||||||||||
Non-compete agreements | 2 to 5 | 17,986 | (5,469 | ) | 12,517 | 18,499 | (3,131 | ) | 15,368 | ||||||||||||||||||||
Total other intangibles | $ | 1,069,706 | $ | (204,590 | ) | 865,116 | $ | 1,020,117 | $ | (148,854 | ) | $ | 871,263 | ||||||||||||||||
Acquisition accounting adjustments during the nine months ended September 30, 2014 related to working capital settlements and other acquisition price adjustments to our CardLink, VB, DB, Epyx, AKN and NexTraq business acquisitions completed in 2013. Changes in foreign exchange rates resulted in a $10.6 million decrease to the carrying values of other intangible assets in the nine months ended September 30, 2014. Amortization expense related to intangible assets for the nine month periods ended September 30, 2014 and 2013 was $55.7 million and $31.5 million, respectively. |
Debt
Debt | 9 Months Ended | ||||||||
Sep. 30, 2014 | |||||||||
Debt Disclosure [Abstract] | ' | ||||||||
Debt | ' | ||||||||
7. Debt | |||||||||
The Company’s debt instruments consist primarily of term notes, revolving lines of credit and a Securitization Facility as follows (in thousands): | |||||||||
September 30, | December 31, | ||||||||
2014 | 2013 | ||||||||
Term note payable—domestic(a) | $ | 476,250 | $ | 496,875 | |||||
Revolving line of credit A Facility—domestic(a) | 355,000 | 425,000 | |||||||
Revolving line of credit A Facility—foreign(a) | 73,491 | 202,839 | |||||||
UK Swing Line of Credit (BOA) | 49,730 | — | |||||||
Revolving line of credit B Facility—foreign(a) | — | 7,099 | |||||||
Revolving line of credit—New Zealand(c) | — | — | |||||||
Other debt(d) | 6,694 | 5,565 | |||||||
Total notes payable and other obligations | 961,165 | 1,137,378 | |||||||
Securitization facility(b) | 393,600 | 349,000 | |||||||
Total notes payable, credit agreements and Securitization Facility | $ | 1,354,765 | $ | 1,486,378 | |||||
Current portion | $ | 919,945 | $ | 1,011,439 | |||||
Long-term portion | 434,820 | 474,939 | |||||||
Total notes payable, credit agreements and Securitization Facility | $ | 1,354,765 | $ | 1,486,378 | |||||
(a) | The Company entered into a Credit Agreement on June 22, 2011. On March 13, 2012, the Company entered into the first amendment to the Credit Agreement. This Amendment added two United Kingdom entities as designated borrowers and added a $110 million foreign currency swing line of credit sub facility under the existing revolver, which allows for alternate currency borrowing. On November 6, 2012, the Company entered into a second amendment to the Credit Agreement to add an additional term loan of $250 million and increase the borrowing limit on the revolving line of credit from $600 million to $850 million. In addition, we increased the accordion feature from $150 million to $250 million. As amended, the Credit Agreement provides for a $550 million term loan facility and an $850 million revolving credit facility. On March 20, 2013, the Company entered into a third amendment to the Credit Agreement to extend the term of the facility for an additional five years from the amendment date, with a new maturity date of March 20, 2018, separated the revolver into two tranches (a $815 million Revolving A facility and a $35 million Revolving B facility), added additional designated borrowers with the ability to borrow in local currency and US Dollars under the Revolving B facility and removed a cap to allow for additional investments in certain business relationships. The revolving line of credit contains a $20 million sublimit for letters of credit, a $20 million sublimit for swing line loans and sublimits for multicurrency borrowings in Euros, Sterling, Japanese Yen, Australian Dollars and New Zealand Dollars. On April 28, 2014, the Company entered into a fourth amendment to the Credit Agreement to allow for a minority interest investment in an unrestricted subsidiary. | ||||||||
Interest ranges from the sum of the Base Rate plus 0.25% to 1.25% or the Eurodollar Rate plus 1.25% to 2.25%. In addition, the Company pays a quarterly commitment fee at a rate per annum ranging from 0.20% to 0.40% of the daily unused portion of the Facility. The term note is payable in quarterly installments and is due on the last business day of each March, June, September, and December with the final principal payment due in March 2018. Borrowings on the revolving line of credit are payable at the option of one, two, three or nine months after borrowing. Borrowings on the foreign swing line of credit are due no later than ten business days after such loan is made. This facility is referred to as the Credit Facility. Principal payments of $20.6 million were made on the term loan during the nine months ended September 30, 2014. This facility includes a revolving line of credit and foreign currency swing line of credit on which the Company borrowed funds during the periods presented. | |||||||||
(b) | The Company is party to a $500 million receivables purchase agreement (Securitization Facility) that was amended for the tenth time on February 3, 2014 to extend the facility termination date to February 2, 2015, to change pricing and to return to prorata funding by the participating banks. There is a program fee equal to one month LIBOR and the Commercial Paper Rate of 0.17% plus 0.65% and 0.17% plus 0.675% as of September 30, 2014 and December 31, 2013, respectively. The unused facility fee is payable at a rate of 0.25% per annum as of September 30, 2014 and 0.30% per annum as of December 31, 2013. The Securitization Facility provides for certain termination events, which includes nonpayment, upon the occurrence of which the administrator may declare the facility termination date to have occurred, may exercise certain enforcement rights with respect to the receivables, and may appoint a successor servicer, among other things. | ||||||||
(c) | In connection with the Company’s acquisition in New Zealand, the Company entered into a $12 million New Zealand dollar ($10.7 million) facility that is used for local working capital needs. This facility is a one year facility that currently matures on April 30, 2015. A line of credit charge of 0.025% times the facility limit is charged each month plus interest on outstanding borrowings is charged at the Bank Bill Mid-Market (BKBM) settlement rate plus a margin of 1.0%. The Company did not have an outstanding unpaid balance on this facility at September 30, 2014. | ||||||||
(d) | Other debt includes other deferred liabilities associated with certain of our businesses. | ||||||||
The Company was in compliance with all financial and non-financial covenants at September 30, 2014. |
Income_Taxes
Income Taxes | 9 Months Ended | ||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||
Income Tax Disclosure [Abstract] | ' | ||||||||||||||||
Income Taxes | ' | ||||||||||||||||
8. Income Taxes | |||||||||||||||||
The provision for income taxes differs from amounts computed by applying the U.S. federal tax rate of 35% to income before income taxes for the three months ended September 30, 2014 and 2013 due to the following (in thousands): | |||||||||||||||||
2014 | 2013 | ||||||||||||||||
Computed “expected” tax expense | $ | 47,794 | 35 | % | $ | 37,679 | 35 | % | |||||||||
Changes resulting from: | |||||||||||||||||
Foreign income tax differential | (6,073 | ) | (4.5 | ) | (3,874 | ) | (3.6 | ) | |||||||||
State taxes net of federal benefits | 1,597 | 1.2 | 1,084 | 1 | |||||||||||||
Foreign-sourced nontaxable income | (4,218 | ) | (3.1 | ) | (3,360 | ) | (3.1 | ) | |||||||||
Other | 1,945 | 1.5 | 1,228 | 1.2 | |||||||||||||
Effect of statutory rate change | — | — | (3,722 | ) | (3.5 | ) | |||||||||||
Provision for income taxes | $ | 41,045 | 30.1 | % | $ | 29,035 | 27 | % | |||||||||
At September 30, 2014 and December 31, 2013, other noncurrent liabilities included liabilities for unrecognized income tax benefits of $21.0 million and $21.6 million, respectively. During the nine months ended September 30, 2014 and 2013 the Company recognized additional liabilities of $1.2 million and $0.9 million, respectively, and reversed prior year liabilities of $1.7 million during the nine months ended September 30, 2014, primarily due to the statute of limitations expiring. During the nine months ended September 30, 2014 and 2013, amounts recorded for accrued interest and penalties expense related to the unrecognized income tax benefits were not significant. | |||||||||||||||||
The Company files numerous consolidated and separate income tax returns in the U.S. federal jurisdiction and various state and foreign jurisdictions. The statute of limitations for the Company’s U.S. federal income tax returns has expired for years prior to 2010. The statute of limitations for the Company’s U.K. income tax returns has expired for years prior to 2012. The statute of limitations has expired for years prior to 2010 for the Company’s Czech Republic income tax returns, 2010 for the Company’s Russian income tax returns, 2008 for the Company’s Mexican income tax returns, 2009 for the Company’s Brazilian income tax returns, 2008 for the Company’s Luxembourg income tax returns, 2009 for the Company’s New Zealand income tax returns, and 2013 for the Company’s Australian income tax returns. |
Earnings_Per_Share
Earnings Per Share | 9 Months Ended | ||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||
Earnings Per Share [Abstract] | ' | ||||||||||||||||
Earnings Per Share | ' | ||||||||||||||||
9. Earnings Per Share | |||||||||||||||||
The Company reports basic and diluted earnings per share. Basic earnings per share is computed by dividing net income attributable to shareholders of the Company by the weighted average number of common shares outstanding during the reported period. Diluted earnings per share reflect the potential dilution related to equity-based incentives using the if-converted and treasury stock method. | |||||||||||||||||
The calculation and reconciliation of basic and diluted earnings per share for the three and nine months ended September 30 (in thousands, except per share data): | |||||||||||||||||
Three Months Ended | Nine months Ended | ||||||||||||||||
September 30, | September 30, | ||||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
Net income | $ | 95,509 | $ | 78,620 | $ | 259,167 | $ | 216,381 | |||||||||
Denominator for basic and diluted earnings per share: | |||||||||||||||||
Denominator for basic earnings per share | 83,611 | 81,974 | 83,118 | 81,592 | |||||||||||||
Dilutive securities | 2,523 | 2,931 | 2,570 | 2,854 | |||||||||||||
Denominator for diluted earnings per share | 86,134 | 84,905 | 85,688 | 84,446 | |||||||||||||
Basic earnings per share | $ | 1.14 | $ | 0.96 | $ | 3.12 | $ | 2.65 | |||||||||
Diluted earnings per share | $ | 1.11 | $ | 0.93 | $ | 3.02 | $ | 2.56 |
Segments
Segments | 9 Months Ended | ||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||
Segment Reporting [Abstract] | ' | ||||||||||||||||
Segments | ' | ||||||||||||||||
10. Segments | |||||||||||||||||
The Company’s reportable segments represent components of the business for which separate financial information is evaluated regularly by the chief operating decision maker in determining how to allocate resources and in assessing performance. The Company operates in two reportable segments, North America and International. Certain operating segments are aggregated in both our North America and International reportable segments. The Company has aggregated these operating segments due to commonality of the products in each of their business lines having similar economic characteristics, services, customers and processes. There were no significant intersegment sales. | |||||||||||||||||
The Company’s segment results are as follows as of and for the three and nine months ended September 30 (in thousands): | |||||||||||||||||
Three months ended | Nine months ended | ||||||||||||||||
September 30, | September 30, | ||||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
Revenues, net: | |||||||||||||||||
North America | $ | 156,343 | $ | 115,266 | $ | 421,579 | $ | 335,346 | |||||||||
International | 138,940 | 109,884 | 401,114 | 304,324 | |||||||||||||
$ | 295,283 | $ | 225,150 | $ | 822,693 | $ | 639,670 | ||||||||||
Operating income: | |||||||||||||||||
North America | $ | 78,797 | $ | 59,093 | $ | 203,311 | $ | 168,622 | |||||||||
International | 65,410 | 52,162 | 189,516 | 145,960 | |||||||||||||
$ | 144,207 | $ | 111,255 | $ | 392,827 | $ | 314,582 | ||||||||||
Depreciation and amortization: | |||||||||||||||||
North America | $ | 6,635 | $ | 5,159 | $ | 19,647 | $ | 15,598 | |||||||||
International | 19,079 | 12,901 | 54,914 | 32,981 | |||||||||||||
$ | 25,714 | $ | 18,060 | $ | 74,561 | $ | 48,579 | ||||||||||
Capital expenditures: | |||||||||||||||||
North America | $ | 1,561 | $ | 1,942 | $ | 5,397 | $ | 4,298 | |||||||||
International | 5,166 | 3,298 | 12,882 | 11,050 | |||||||||||||
$ | 6,727 | $ | 5,240 | $ | 18,279 | $ | 15,348 | ||||||||||
Commitments_and_Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2014 | |
Commitments and Contingencies Disclosure [Abstract] | ' |
Commitments and Contingencies | ' |
11. Commitments and Contingencies | |
In the ordinary course of business, the Company is involved in various pending or threatened legal actions. The Company has recorded reserves for certain legal proceedings. The amounts recorded are estimated and as additional information becomes available, the Company will reassess the potential liability related to its pending litigation and revise its estimate in the period that information becomes known. In the opinion of management, the amount of ultimate liability, if any, with respect to these actions will not have a material adverse effect on the Company’s consolidated financial position, results of operations, or liquidity. | |
As part of certain acquisitions in 2013, the purchase price includes provisions for contingent consideration based on achieving certain financial metrics in future periods. The contingent consideration agreements (the “agreements”) require the Company to pay the respective prior owners if earnings before interest, taxes, depreciation and amortization (EBITDA) and revenues grow at a specified rate over the most recent corresponding specified period, based on a sliding scale. Any changes to the contingent consideration ultimately paid or any changes in the fair value of such amounts would result in additional income or expense on the Consolidated Statements of Income. Fluctuations due to changes in foreign exchange rates have been recorded to accumulated other comprehensive income. At September 30, 2014, contingent consideration for these acquisitions is $78.6 million. | |
In connection with 2013 acquisitions, the Company recorded uncertain tax positions aggregating $13.4 million and contingent liabilities aggregating $49.2 million, at September 30, 2014. A portion of these acquired liabilities have been indemnified by the respective sellers. As a result, an indemnification asset of $51.1 million was recorded at September 30, 2014. The contingent liabilities represent our best estimate of the probable outcome of the contingency. The estimates recorded for the contingent liabilities are subject to change based on our final evaluation of the information available at the acquisition date. Any changes to the contingent liability based on our final conclusion will be accompanied by a corresponding change to the indemnification asset to the extent available under the terms of the respective purchase agreements. |
Subsequent_Event
Subsequent Event | 9 Months Ended |
Sep. 30, 2014 | |
Subsequent Events [Abstract] | ' |
Subsequent Event | ' |
12. Subsequent Event | |
On October 24, 2014, the Company entered into a new $3.355 billion New Credit Agreement (the “New Credit Agreement”), by and among the Company, as guarantor, FleetCor Technologies Operating Company, LLC (“FTOC”), as a borrower and guarantor (the “Domestic Borrower”), certain of the Company’s foreign subsidiaries as borrowers (together with the Domestic Borrower, the “Borrowers”), Bank of America, N.A., as administrative agent, swing line lender and L/C issuer and a syndicate of financial institutions (the “Lenders”). The New Credit Agreement provides for senior secured credit facilities (the “Senior Credit Facilities”) consisting of (a) a revolving A credit facility in the amount of up to $1.0 billion, with sublimits for letters of credit, swing line loans and multicurrency borrowings, (b) a revolving B facility in the amount of up to $35 million for loans in Australian Dollars or New Zealand Dollars, (c) a term loan A facility in the amount of up to $2.02 billion and (d) a term loan B facility in the amount of up to $300 million. The New Credit Agreement provides for additional commitments in an aggregate amount of up to $430 million that may be borrowed as increases in the term loan A facility or the term loan B facility on the date of the initial borrowing under the New Credit Agreement. | |
The term notes are payable in quarterly installments which are due on the last business day of each March, June, September, and December with the final principal payment of the term loan A due five years after the initial borrowing date of the Senior Credit Facilities and the final principal payment of the term loan B due seven years after the initial borrowing date of the Senior Credit Facilities. Borrowings on the revolving line of credit are repayable on the fifth anniversary of the initial borrowing date. Borrowings on the foreign swing line of credit are due no later than ten business days after each such loan is made. Loans are subject to certain mandatory prepayment requirements for dispositions, debt issuances and excess cash flow. | |
The New Credit Agreement contains representations, warranties and events of default, as well as certain affirmative and negative covenants, customary for financings of this nature, which will become effective upon the initial borrowing date. These covenants include limitations on the Company’s ability to pay dividends and make other restricted payments under certain circumstances and compliance with certain financial ratios. Upon the occurrence and during the continuance of an event of default under the New Credit Agreement, the Lenders may declare the loans and all other obligations under the Credit Agreement immediately due and payable. The obligations of the Borrowers under the Credit Agreement will be guaranteed by the Company, the Domestic Borrower and the Company’s domestic subsidiaries pursuant to a separate guaranty agreement that will be signed on the initial borrowing date. | |
The obligations of the Borrowers under the New Credit Agreement will be secured by all or substantially all of the assets of the Company and its domestic subsidiaries, pursuant to a separate security agreement that will be signed on the initial borrowing date, and will include a pledge of shares of its domestic subsidiaries and a pledge of 66% of the voting shares of its first-tier foreign subsidiaries, but excluding real property, personal property located outside of the United States, accounts receivables and related assets subject to a securitization, and certain investments required under the money transmitter laws to be held free and clear of liens. | |
The Company anticipates the initial borrowing will be made under the New Credit Agreement when it closes the anticipated acquisition of Comdata Inc. In the meantime, the Company’s current facility will remain in place. The commitments under the New Credit Agreement will terminate if the initial borrowing does not occur on or prior to May 11, 2015 or if the agreement for the acquisition of Comdata Inc. is terminated. | |
Proceeds from the new credit facility are intended to be used to refinance the Company’s existing indebtedness under its Credit Facility with Bank of America, N.A. and the other lenders party thereto (the “Credit Facility”), and to pay off existing indebtedness of Comdata Inc. in connection with the Company’s anticipated acquisition of Comdata Inc. during the fourth quarter of this year. | |
Interest on amounts outstanding under the New Credit Agreement (other than the term loan B facility) will accrue based on the LIBOR Rate (the Eurocurrency Rate) published on the applicable Bloomberg screen page or other source designated by Bank of America, N.A., as administrative agent, plus a margin based on a leverage ratio and ranging from 1.00 to 2.00% per annum, or at the option of the Company, the Base Rate (defined as the rate equal to the highest of (a) the Federal Funds Rate plus 0.50%, (b) the prime rate announced by Bank of America, N.A., or (c) the Eurocurrency Rate plus 1.00%) plus a margin based on a leverage ratio and ranging from 0.00% to 1.00% per annum. Interest on Eurocurrency Rate Loans denominated in New Zealand Dollars will be based on the Bank Bill Reference Bid Rate, and interest on Eurocurrency Rate Loans denominated in Australian Dollars will be based on the Bank Bill Swap Reference Bid Rate. Interest on the term loan B facility will accrue based on the Eurocurrency Rate or the Base Rate, as described above, except that the applicable margin is fixed at 3% for Eurocurrency Rate Loans and at 2% for Base Rate Loans. Interest will be payable by the Company on the last day of each interest period. In addition, the Company has agreed to pay a quarterly commitment fee at a rate per annum ranging from 0.20% to 0.40% of the daily unused portion of the credit facility. |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2014 | |
Accounting Policies [Abstract] | ' |
Basis of Presentation | ' |
Basis of Presentation | |
Throughout this report, the terms “our,” “we,” “us,” and the “Company” refers to FleetCor Technologies, Inc. and its subsidiaries. The Company prepared the accompanying interim consolidated financial statements in accordance with Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States (“GAAP”). The unaudited consolidated financial statements reflect all adjustments considered necessary for fair presentation. These adjustments consist primarily of normal recurring accruals and estimates that impact the carrying value of assets and liabilities. Actual results may differ from these estimates. Operating results for the three and nine month periods ended September 30, 2014 are not necessarily indicative of the results that may be expected for the year ending December 31, 2014. | |
The unaudited consolidated interim financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2013. | |
Foreign Currency Translation | ' |
Foreign Currency Translation | |
Assets and liabilities of foreign subsidiaries are translated into U.S. dollars at the rates of exchange in effect at period-end. The related translation adjustments are made directly to accumulated other comprehensive income. Income and expenses are translated at the average monthly rates of exchange in effect during the period. Gains and losses from realized foreign currency transactions of these subsidiaries are included in net income. The Company recognized foreign exchange losses of $0.6 million for the three months ended September 30, 2014 and gains of $0.3 million for the three months ended September 30, 2013. The Company recognized foreign exchange losses of $0.8 million and for the nine months ended September 30, 2014 and foreign exchange gains of $0.1 million for the nine months ended September 30, 2013, which are recorded within other expense, net in the Unaudited Consolidated Statements of Income. | |
Equity Method Investment | ' |
Equity Method Investment | |
The Company applies the equity method of accounting for investments when the Company does not control the investee, but has the ability to exercise significant influence over its operating and finance policies. Equity method investments are recorded at cost, with the allocable portion of the investee’s income or loss reported in earnings, and adjusted for capital contributions to and distributions from the investee. Distributions in excess of equity method earnings, if any, are recognized as a return of investment and recorded as investing cash flows in the unaudited Condensed Consolidated Statements of Cash Flows. The Company reviews its equity investment for impairment whenever events or changes in circumstances indicate that the carrying value of the Company‘s investment may have experienced an other-than-temporary decline in value. | |
Adoption of New Accounting Standards | ' |
Adoption of New Accounting Standards | |
Foreign Currency | |
In March 2013, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2013-05 “Parent’s Accounting for the Cumulative Translation Adjustment upon Derecognition of Certain Subsidiaries or Groups of Assets within a Foreign Entity or of an Investment in a Foreign Entity”, which indicates that the entire amount of a cumulative translation adjustment (“CTA”) related to an entity’s investment in a foreign entity should be released when there has been a sale of a subsidiary or group of net assets within a foreign entity and the sale represents the substantially complete liquidation of the investment in the foreign entity, loss of a controlling financial interest in an investment in a foreign entity (i.e., the foreign entity is deconsolidated) or step acquisition for a foreign entity (i.e., when an entity has changed from applying the equity method for an investment in a foreign entity to consolidating the foreign entity). The ASU does not change the requirement to release a pro rata portion of the CTA of the foreign entity into earnings for a partial sale of an equity method investment in a foreign entity. This ASU is effective for the Company for fiscal years and interim periods within those fiscal years beginning on or after December 15, 2013. The Company’s adoption of this ASU did not have a material impact on the Company’s results of operations, financial condition, or cash flows. | |
Unrecognized Tax Benefit When an NOL Exists | |
In July 2013, the FASB issued ASU 2013-11 “Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists”, which indicates that to the extent a net operating loss carryforward, a similar tax loss, or a tax credit carryforward is not available at the reporting date under the tax law of the applicable jurisdiction to settle any additional income taxes that would result from the disallowance of a tax position or the tax law of the applicable jurisdiction does not require the entity to use, and the entity does not intend to use, the deferred tax asset for such purpose, the unrecognized tax benefit should be presented in the financial statements as a liability and should not be combined with deferred tax assets. This ASU is effective for the Company for fiscal years and interim periods within those fiscal years beginning on or after December 15, 2013. The Company’s adoption of this ASU did not have a material impact on the Company’s results of operations, financial condition, or cash flows. | |
Revenue Recognition | |
In May 2014, the FASB issued ASC 606, “Revenue from Contracts with Customers”, which amends the guidance in former ASC 605, Revenue Recognition. This ASU is effective for the Company for fiscal years ending after December 15, 2016 and interim periods, with early adoption not permitted. The Company is currently evaluating the impact of the provisions of ASC 606. | |
Going Concern | ' |
Going Concern | |
In August 2013, the FASB issued ASU 2014-15 “Disclosure of Uncertainties About an Entity’s Ability to Continue as a Going Concern”, which requires entities to perform interim and annual assessments of the entity’s ability to continue as a going concern within one year of the date of issuance of the entity’s financial statements. This ASU is effective for the Company for fiscal years ending after December 15, 2016 and interim periods thereafter, with early adoption permitted. The Company’s adoption of this ASU is not expected to have a material impact on the Company’s results of operations, financial condition, or cash flows, as it is disclosure based. |
Accounts_Receivable_Tables
Accounts Receivable (Tables) | 9 Months Ended | ||||||||
Sep. 30, 2014 | |||||||||
Receivables [Abstract] | ' | ||||||||
Company's Accounts Receivable and Securitized Accounts Receivable | ' | ||||||||
The Company’s accounts receivable and securitized accounts receivable include the following at September 30, 2014 and December 31, 2013 (in thousands): | |||||||||
September 30, | December 31, | ||||||||
2014 | 2013 | ||||||||
Gross domestic accounts receivable | $ | 218,672 | $ | 107,627 | |||||
Gross domestic securitized accounts receivable | 393,600 | 349,000 | |||||||
Gross foreign receivables | 520,281 | 488,140 | |||||||
Total gross receivables | 1,132,553 | 944,767 | |||||||
Less allowance for doubtful accounts | (23,291 | ) | (22,416 | ) | |||||
Net accounts and securitized accounts receivable | $ | 1,109,262 | $ | 922,351 | |||||
Allowance for Doubtful Accounts Related to Accounts Receivable | ' | ||||||||
A rollforward of the Company’s allowance for doubtful accounts related to accounts receivable for nine months ended September 30 is as follows (in thousands): | |||||||||
2014 | 2013 | ||||||||
Allowance for doubtful accounts beginning of period | $ | 22,416 | $ | 19,463 | |||||
Add: | |||||||||
Provision for bad debts | 18,109 | 14,069 | |||||||
Less: | |||||||||
Write-offs | (17,234 | ) | (12,359 | ) | |||||
Allowance for doubtful accounts end of period | $ | 23,291 | $ | 21,173 | |||||
Fair_Value_Measurements_Tables
Fair Value Measurements (Tables) | 9 Months Ended | ||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||
Fair Value Disclosures [Abstract] | ' | ||||||||||||||||
Financial Assets and Liabilities Measured at Fair Value | ' | ||||||||||||||||
The following table presents the Company’s financial assets and liabilities which are measured at fair values on a recurring basis as of September 30, 2014 and December 31, 2013 (in thousands). | |||||||||||||||||
Fair Value | Level 1 | Level 2 | Level 3 | ||||||||||||||
September 30, 2014 | |||||||||||||||||
Assets: | |||||||||||||||||
Repurchase agreements | $ | 187,049 | $ | — | $ | 187,049 | $ | — | |||||||||
Certificates of deposit | 11,860 | — | 11,860 | — | |||||||||||||
Total cash equivalents | $ | 198,909 | $ | — | $ | 198,909 | $ | — | |||||||||
Liabilities: | |||||||||||||||||
Acquisition related contingent consideration | $ | (78,611 | ) | $ | — | $ | — | $ | (78,611 | ) | |||||||
Fair Value | Level 1 | Level 2 | Level 3 | ||||||||||||||
December 31, 2013 | |||||||||||||||||
Assets: | |||||||||||||||||
Repurchase agreements | $ | 162,126 | $ | — | $ | 162,126 | $ | — | |||||||||
Certificates of deposit | 9,038 | — | 9,038 | — | |||||||||||||
Total cash equivalents | $ | 171,164 | $ | — | $ | 171,164 | $ | — | |||||||||
Liabilities: | |||||||||||||||||
Acquisition related contingent consideration | $ | (80,476 | ) | $ | — | $ | — | $ | (80,476 | ) |
Share_Based_Compensation_Table
Share Based Compensation (Tables) | 9 Months Ended | ||||||||||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||||||||||
Summary of Expense Related to Share-Based Payments | ' | ||||||||||||||||||||||||
The table below summarizes the expense recognized related to share-based payments recognized for the three and nine months ended September 30 (in thousands): | |||||||||||||||||||||||||
Three Months Ended September 30, | Nine months Ended September 30, | ||||||||||||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||||||||||
Stock options | $ | 3,207 | $ | 3,051 | $ | 9,507 | $ | 8,553 | |||||||||||||||||
Restricted stock | 4,786 | 1,331 | 16,785 | 3,888 | |||||||||||||||||||||
Stock-based compensation | $ | 7,993 | $ | 4,382 | $ | 26,292 | $ | 12,441 | |||||||||||||||||
Summary of Total Unrecognized Compensation Related to Stock-Based Compensation | ' | ||||||||||||||||||||||||
The following table summarizes the Company’s total unrecognized compensation related to stock-based compensation as of September 30, 2014 (in thousands): | |||||||||||||||||||||||||
Unrecognized | Weighted Average | ||||||||||||||||||||||||
Compensation | Period of Expense | ||||||||||||||||||||||||
Cost | Recognition | ||||||||||||||||||||||||
(in Years) | |||||||||||||||||||||||||
Stock options | $ | 29,132 | 1.88 | ||||||||||||||||||||||
Restricted stock | 9,917 | 0.72 | |||||||||||||||||||||||
Total | $ | 39,049 | |||||||||||||||||||||||
Summary of Changes in Number of Shares of Common Stock Under Option | ' | ||||||||||||||||||||||||
The following summarizes the changes in the number of shares of common stock under option for the nine months ended September 30, 2014 (shares and aggregate intrinsic value in thousands): | |||||||||||||||||||||||||
Shares | Weighted | Options | Weighted | Weighted | Aggregate | ||||||||||||||||||||
Average | Exercisable | Average | Average Fair | Intrinsic | |||||||||||||||||||||
Exercise | at End of | Exercise | Value of | Value | |||||||||||||||||||||
Price | Period | Price of | Options | ||||||||||||||||||||||
Exercisable | Granted During | ||||||||||||||||||||||||
Options | the Period | ||||||||||||||||||||||||
Outstanding at December 31, 2013 | 5,331 | $ | 25.68 | 2,589 | $ | 16.57 | $ | 487,673 | |||||||||||||||||
Granted | 548 | 121.9 | $ | 36 | |||||||||||||||||||||
Exercised | (1,243 | ) | 17.64 | 154,719 | |||||||||||||||||||||
Forfeited | (204 | ) | 48.98 | ||||||||||||||||||||||
Outstanding at September 30, 2014 | 4,432 | $ | 38.52 | 2,487 | $ | 22.02 | $ | 459,142 | |||||||||||||||||
Expected to vest as of September 30, 2014 | 4,432 | $ | 38.52 | ||||||||||||||||||||||
Summary of Changes in Number of Shares of Restricted Stock and Restricted Stock Units | ' | ||||||||||||||||||||||||
The following table summarizes the changes in the number of shares of restricted stock and restricted stock units for the nine months ended September 30, 2014 (shares in thousands): | |||||||||||||||||||||||||
Shares | Weighted | ||||||||||||||||||||||||
Average | |||||||||||||||||||||||||
Grant Date | |||||||||||||||||||||||||
Fair Value | |||||||||||||||||||||||||
Unvested at December 31, 2013 | 634 | $ | 67.83 | ||||||||||||||||||||||
Granted | 78 | 128.81 | |||||||||||||||||||||||
Vested | (203 | ) | 63.35 | ||||||||||||||||||||||
Cancelled | (10 | ) | 35.78 | ||||||||||||||||||||||
Unvested at September 30, 2014 | 499 | $ | 74.02 | ||||||||||||||||||||||
Stock Options [Member] | ' | ||||||||||||||||||||||||
Schedule of Weighted-Average Assumptions | ' | ||||||||||||||||||||||||
The fair value of stock option awards granted was estimated using the Black-Scholes option pricing model during the nine months ended September 30, 2014 and 2013, with the following weighted-average assumptions for grants during the period. | |||||||||||||||||||||||||
September 30 | |||||||||||||||||||||||||
2014 | 2013 | ||||||||||||||||||||||||
Risk-free interest rate | 1.1 | % | 0.73 | % | |||||||||||||||||||||
Dividend yield | — | — | |||||||||||||||||||||||
Expected volatility | 34.76 | % | 34.95 | % | |||||||||||||||||||||
Expected life (in years) | 3.8 | 4 |
Acquisitions_and_Investments_T
Acquisitions and Investments (Tables) (All 2013 Acquisitions [Member]) | 9 Months Ended | ||||||||
Sep. 30, 2014 | |||||||||
All 2013 Acquisitions [Member] | ' | ||||||||
Summary of Purchase Price Allocation | ' | ||||||||
The following table summarizes the preliminary allocation of the purchase price for all acquisitions during 2013 (in thousands): | |||||||||
Trade and other receivables | $ | 71,671 | |||||||
Prepaid expenses and other | 12,555 | ||||||||
Property and equipment | 5,791 | ||||||||
Other long term assets | 53,737 | ||||||||
Goodwill | 643,116 | ||||||||
Other intangible assets | 473,000 | ||||||||
Notes and other liabilities assumed | (283,245 | ) | |||||||
Deferred tax liabilities | (77,543 | ) | |||||||
Other long term liabilities | (50,091 | ) | |||||||
Aggregate purchase prices | $ | 848,991 | |||||||
Purchase Price Allocations of Intangible Assets | ' | ||||||||
Intangible assets allocated in connection with the purchase price allocations consisted of the following (in thousands): | |||||||||
Useful Lives | Value | ||||||||
(in Years) | |||||||||
Customer relationships | 3 – 20 | $ | 357,260 | ||||||
Trade names and trademarks—indefinite | N/A | 46,900 | |||||||
Trade names and trademarks | 15 | 200 | |||||||
Merchant network | 10 | 16,750 | |||||||
Software | 3 – 10 | 36,890 | |||||||
Non-competes | 5 | 15,000 | |||||||
$ | 473,000 | ||||||||
Goodwill_and_Other_Intangible_1
Goodwill and Other Intangible Assets (Tables) | 9 Months Ended | ||||||||||||||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | ||||||||||||||||||||||||||||
Summary of Changes in Goodwill by Reportable Business Segment | ' | ||||||||||||||||||||||||||||
A summary of changes in the Company’s goodwill by reportable business segment is as follows (in thousands): | |||||||||||||||||||||||||||||
December 31, | Acquisition | Foreign | September 30, | ||||||||||||||||||||||||||
2013 | Accounting | Currency | 2014 | ||||||||||||||||||||||||||
Adjustments | |||||||||||||||||||||||||||||
Segment | |||||||||||||||||||||||||||||
North America | $ | 366,594 | $ | 19,966 | $ | — | $ | 386,560 | |||||||||||||||||||||
International | 1,186,131 | (3,924 | ) | (11,756 | ) | 1,170,451 | |||||||||||||||||||||||
$ | 1,552,725 | 16,042 | $ | (11,756 | ) | $ | 1,557,011 | ||||||||||||||||||||||
Schedule of Other Intangible Assets | ' | ||||||||||||||||||||||||||||
As of September 30, 2014 and December 31, 2013 other intangible assets consisted of the following (in thousands): | |||||||||||||||||||||||||||||
September 30, 2014 | December 31, 2013 | ||||||||||||||||||||||||||||
Useful | Gross | Accumulated | Net | Gross | Accumulated | Net | |||||||||||||||||||||||
Lives | Carrying | Amortization | Carrying | Carrying | Amortization | Carrying | |||||||||||||||||||||||
(Years) | Amounts | Amount | Amounts | Amount | |||||||||||||||||||||||||
Customer and vendor agreements | 3 to 20 | $ | 894,548 | $ | (181,209 | ) | $ | 713,339 | $ | 850,809 | $ | (134,998 | ) | $ | 715,811 | ||||||||||||||
Trade names and trademarks—indefinite lived | N/A | 101,991 | — | 101,991 | 99,690 | — | 99,690 | ||||||||||||||||||||||
Trade names and trademarks—other | 3 to 15 | 3,333 | (1,794 | ) | 1,539 | 3,341 | (1,635 | ) | 1,706 | ||||||||||||||||||||
Software | 3 to 10 | 51,848 | (16,118 | ) | 35,730 | 47,778 | (9,090 | ) | 38,688 | ||||||||||||||||||||
Non-compete agreements | 2 to 5 | 17,986 | (5,469 | ) | 12,517 | 18,499 | (3,131 | ) | 15,368 | ||||||||||||||||||||
Total other intangibles | $ | 1,069,706 | $ | (204,590 | ) | 865,116 | $ | 1,020,117 | $ | (148,854 | ) | $ | 871,263 | ||||||||||||||||
Debt_Tables
Debt (Tables) | 9 Months Ended | ||||||||
Sep. 30, 2014 | |||||||||
Debt Disclosure [Abstract] | ' | ||||||||
Summary of Debt Instruments | ' | ||||||||
The Company’s debt instruments consist primarily of term notes, revolving lines of credit and a Securitization Facility as follows (in thousands): | |||||||||
September 30, | December 31, | ||||||||
2014 | 2013 | ||||||||
Term note payable—domestic(a) | $ | 476,250 | $ | 496,875 | |||||
Revolving line of credit A Facility—domestic(a) | 355,000 | 425,000 | |||||||
Revolving line of credit A Facility—foreign(a) | 73,491 | 202,839 | |||||||
UK Swing Line of Credit (BOA) | 49,730 | — | |||||||
Revolving line of credit B Facility—foreign(a) | — | 7,099 | |||||||
Revolving line of credit—New Zealand(c) | — | — | |||||||
Other debt(d) | 6,694 | 5,565 | |||||||
Total notes payable and other obligations | 961,165 | 1,137,378 | |||||||
Securitization facility(b) | 393,600 | 349,000 | |||||||
Total notes payable, credit agreements and Securitization Facility | $ | 1,354,765 | $ | 1,486,378 | |||||
Current portion | $ | 919,945 | $ | 1,011,439 | |||||
Long-term portion | 434,820 | 474,939 | |||||||
Total notes payable, credit agreements and Securitization Facility | $ | 1,354,765 | $ | 1,486,378 | |||||
(a) | The Company entered into a Credit Agreement on June 22, 2011. On March 13, 2012, the Company entered into the first amendment to the Credit Agreement. This Amendment added two United Kingdom entities as designated borrowers and added a $110 million foreign currency swing line of credit sub facility under the existing revolver, which allows for alternate currency borrowing. On November 6, 2012, the Company entered into a second amendment to the Credit Agreement to add an additional term loan of $250 million and increase the borrowing limit on the revolving line of credit from $600 million to $850 million. In addition, we increased the accordion feature from $150 million to $250 million. As amended, the Credit Agreement provides for a $550 million term loan facility and an $850 million revolving credit facility. On March 20, 2013, the Company entered into a third amendment to the Credit Agreement to extend the term of the facility for an additional five years from the amendment date, with a new maturity date of March 20, 2018, separated the revolver into two tranches (a $815 million Revolving A facility and a $35 million Revolving B facility), added additional designated borrowers with the ability to borrow in local currency and US Dollars under the Revolving B facility and removed a cap to allow for additional investments in certain business relationships. The revolving line of credit contains a $20 million sublimit for letters of credit, a $20 million sublimit for swing line loans and sublimits for multicurrency borrowings in Euros, Sterling, Japanese Yen, Australian Dollars and New Zealand Dollars. On April 28, 2014, the Company entered into a fourth amendment to the Credit Agreement to allow for a minority interest investment in an unrestricted subsidiary. | ||||||||
Interest ranges from the sum of the Base Rate plus 0.25% to 1.25% or the Eurodollar Rate plus 1.25% to 2.25%. In addition, the Company pays a quarterly commitment fee at a rate per annum ranging from 0.20% to 0.40% of the daily unused portion of the Facility. The term note is payable in quarterly installments and is due on the last business day of each March, June, September, and December with the final principal payment due in March 2018. Borrowings on the revolving line of credit are payable at the option of one, two, three or nine months after borrowing. Borrowings on the foreign swing line of credit are due no later than ten business days after such loan is made. This facility is referred to as the Credit Facility. Principal payments of $20.6 million were made on the term loan during the nine months ended September 30, 2014. This facility includes a revolving line of credit and foreign currency swing line of credit on which the Company borrowed funds during the periods presented. | |||||||||
(b) | The Company is party to a $500 million receivables purchase agreement (Securitization Facility) that was amended for the tenth time on February 3, 2014 to extend the facility termination date to February 2, 2015, to change pricing and to return to prorata funding by the participating banks. There is a program fee equal to one month LIBOR and the Commercial Paper Rate of 0.17% plus 0.65% and 0.17% plus 0.675% as of September 30, 2014 and December 31, 2013, respectively. The unused facility fee is payable at a rate of 0.25% per annum as of September 30, 2014 and 0.30% per annum as of December 31, 2013. The Securitization Facility provides for certain termination events, which includes nonpayment, upon the occurrence of which the administrator may declare the facility termination date to have occurred, may exercise certain enforcement rights with respect to the receivables, and may appoint a successor servicer, among other things. | ||||||||
(c) | In connection with the Company’s acquisition in New Zealand, the Company entered into a $12 million New Zealand dollar ($10.7 million) facility that is used for local working capital needs. This facility is a one year facility that currently matures on April 30, 2015. A line of credit charge of 0.025% times the facility limit is charged each month plus interest on outstanding borrowings is charged at the Bank Bill Mid-Market (BKBM) settlement rate plus a margin of 1.0%. The Company did not have an outstanding unpaid balance on this facility at September 30, 2014. | ||||||||
(d) | Other debt includes other deferred liabilities associated with certain of our businesses. |
Income_Taxes_Tables
Income Taxes (Tables) | 9 Months Ended | ||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||
Income Tax Disclosure [Abstract] | ' | ||||||||||||||||
Summary of Provision for Income Taxes and U.S. Federal Tax Rate | ' | ||||||||||||||||
The provision for income taxes differs from amounts computed by applying the U.S. federal tax rate of 35% to income before income taxes for the three months ended September 30, 2014 and 2013 due to the following (in thousands): | |||||||||||||||||
2014 | 2013 | ||||||||||||||||
Computed “expected” tax expense | $ | 47,794 | 35 | % | $ | 37,679 | 35 | % | |||||||||
Changes resulting from: | |||||||||||||||||
Foreign income tax differential | (6,073 | ) | (4.5 | ) | (3,874 | ) | (3.6 | ) | |||||||||
State taxes net of federal benefits | 1,597 | 1.2 | 1,084 | 1 | |||||||||||||
Foreign-sourced nontaxable income | (4,218 | ) | (3.1 | ) | (3,360 | ) | (3.1 | ) | |||||||||
Other | 1,945 | 1.5 | 1,228 | 1.2 | |||||||||||||
Effect of statutory rate change | — | — | (3,722 | ) | (3.5 | ) | |||||||||||
Provision for income taxes | $ | 41,045 | 30.1 | % | $ | 29,035 | 27 | % | |||||||||
Earnings_Per_Share_Tables
Earnings Per Share (Tables) | 9 Months Ended | ||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||
Earnings Per Share [Abstract] | ' | ||||||||||||||||
Summary of Earnings Per Share, Basic and Diluted | ' | ||||||||||||||||
The calculation and reconciliation of basic and diluted earnings per share for the three and nine months ended September 30 (in thousands, except per share data): | |||||||||||||||||
Three Months Ended | Nine months Ended | ||||||||||||||||
September 30, | September 30, | ||||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
Net income | $ | 95,509 | $ | 78,620 | $ | 259,167 | $ | 216,381 | |||||||||
Denominator for basic and diluted earnings per share: | |||||||||||||||||
Denominator for basic earnings per share | 83,611 | 81,974 | 83,118 | 81,592 | |||||||||||||
Dilutive securities | 2,523 | 2,931 | 2,570 | 2,854 | |||||||||||||
Denominator for diluted earnings per share | 86,134 | 84,905 | 85,688 | 84,446 | |||||||||||||
Basic earnings per share | $ | 1.14 | $ | 0.96 | $ | 3.12 | $ | 2.65 | |||||||||
Diluted earnings per share | $ | 1.11 | $ | 0.93 | $ | 3.02 | $ | 2.56 |
Segments_Tables
Segments (Tables) | 9 Months Ended | ||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||
Segment Reporting [Abstract] | ' | ||||||||||||||||
Schedule of Company's Segment Results | ' | ||||||||||||||||
The Company’s segment results are as follows as of and for the three and nine months ended September 30 (in thousands): | |||||||||||||||||
Three months ended | Nine months ended | ||||||||||||||||
September 30, | September 30, | ||||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
Revenues, net: | |||||||||||||||||
North America | $ | 156,343 | $ | 115,266 | $ | 421,579 | $ | 335,346 | |||||||||
International | 138,940 | 109,884 | 401,114 | 304,324 | |||||||||||||
$ | 295,283 | $ | 225,150 | $ | 822,693 | $ | 639,670 | ||||||||||
Operating income: | |||||||||||||||||
North America | $ | 78,797 | $ | 59,093 | $ | 203,311 | $ | 168,622 | |||||||||
International | 65,410 | 52,162 | 189,516 | 145,960 | |||||||||||||
$ | 144,207 | $ | 111,255 | $ | 392,827 | $ | 314,582 | ||||||||||
Depreciation and amortization: | |||||||||||||||||
North America | $ | 6,635 | $ | 5,159 | $ | 19,647 | $ | 15,598 | |||||||||
International | 19,079 | 12,901 | 54,914 | 32,981 | |||||||||||||
$ | 25,714 | $ | 18,060 | $ | 74,561 | $ | 48,579 | ||||||||||
Capital expenditures: | |||||||||||||||||
North America | $ | 1,561 | $ | 1,942 | $ | 5,397 | $ | 4,298 | |||||||||
International | 5,166 | 3,298 | 12,882 | 11,050 | |||||||||||||
$ | 6,727 | $ | 5,240 | $ | 18,279 | $ | 15,348 | ||||||||||
Summary_of_Significant_Account2
Summary of Significant Accounting Policies - Additional Information (Detail) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Millions, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 |
Accounting Policies [Abstract] | ' | ' | ' | ' |
Foreign exchange gains recognized | ' | $0.30 | ' | $0.10 |
Foreign exchange loss recognized | $0.60 | ' | $0.80 | ' |
Accounts_Receivable_Additional
Accounts Receivable - Additional Information (Detail) (USD $) | 9 Months Ended | ||
Sep. 30, 2014 | Feb. 03, 2014 | Dec. 31, 2013 | |
Receivables [Abstract] | ' | ' | ' |
Securitized accounts receivable facility | $500,000,000 | ' | $500,000,000 |
Maximum undivided ownership interest pooled accounts receivable amount sold | 500,000,000 | ' | ' |
Deferred financing fees | ' | 500,000 | ' |
Short-term debt outstanding | $393,600,000 | ' | $349,000,000 |
Accounts_Receivable_Companys_A
Accounts Receivable - Company's Accounts Receivable and Securitized Accounts Receivable (Detail) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ' | ' | ' | ' |
Gross domestic securitized accounts receivable | $393,600 | $349,000 | ' | ' |
Accounts Receivable, Gross | 1,132,553 | 944,767 | ' | ' |
Less allowance for doubtful accounts | -23,291 | -22,416 | -21,173 | -19,463 |
Net accounts and securitized accounts receivable | 1,109,262 | 922,351 | ' | ' |
Accounts Receivable Domestic [Member] | ' | ' | ' | ' |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ' | ' | ' | ' |
Accounts Receivable, Gross | 218,672 | 107,627 | ' | ' |
Accounts Receivable Foreign [Member] | ' | ' | ' | ' |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ' | ' | ' | ' |
Accounts Receivable, Gross | $520,281 | $488,140 | ' | ' |
Accounts_Receivable_Allowance_
Accounts Receivable - Allowance for Doubtful Accounts Related to Accounts Receivable (Detail) (USD $) | 9 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 |
Receivables [Abstract] | ' | ' |
Allowance for doubtful accounts beginning of period | $22,416 | $19,463 |
Provision for bad debts | 18,109 | 14,069 |
Write-offs | -17,234 | -12,359 |
Allowance for doubtful accounts end of period | $23,291 | $21,173 |
Fair_Value_Measurements_Financ
Fair Value Measurements - Financial Assets and Liabilities Measured at Fair Value (Detail) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Total cash equivalents | $198,909 | $171,164 |
Acquisition related contingent consideration | -78,611 | -80,476 |
Repurchase Agreements [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Total cash equivalents | 187,049 | 162,126 |
Certificates of Deposit [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Total cash equivalents | 11,860 | 9,038 |
Level 2 [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Total cash equivalents | 198,909 | 171,164 |
Level 2 [Member] | Repurchase Agreements [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Total cash equivalents | 187,049 | 162,126 |
Level 2 [Member] | Certificates of Deposit [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Total cash equivalents | 11,860 | 9,038 |
Level 3 [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Acquisition related contingent consideration | ($78,611) | ($80,476) |
Share_Based_Compensation_Addit
Share Based Compensation - Additional Information (Detail) (USD $) | 9 Months Ended | ||
In Millions, except Share data, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' |
Shares authorized to issue grants | 26,963,150 | ' | 26,963,150 |
Options available for grant under the Plans | 6,283,313 | ' | ' |
Tax benefits recorded on stock based compensation | $8.80 | $4.20 | ' |
Aggregate intrinsic value of options exercisable | $298.60 | ' | ' |
Weighted average remaining contractual term of options exercisable (in years) | '6 years | ' | ' |
Shares, Granted | 548,000 | ' | ' |
Market Based Restricted Stock [Member] | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' |
Shares, Granted | 0 | 0 | ' |
Minimum [Member] | Stock Options [Member] | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' |
Period of vesting provisions (in years) | '1 year | ' | ' |
Minimum [Member] | Restricted Stock [Member] | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' |
Period of vesting provisions (in years) | '1 year | ' | ' |
Maximum [Member] | Stock Options [Member] | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' |
Period of vesting provisions (in years) | '6 years | ' | ' |
Maximum [Member] | Restricted Stock [Member] | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' |
Period of vesting provisions (in years) | '4 years | ' | ' |
Share_Based_Compensation_Summa
Share Based Compensation - Summary of Expense Related to Share-Based Payments (Detail) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' |
Stock-based compensation | $7,993 | $4,382 | $26,292 | $12,441 |
Stock Options [Member] | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' |
Stock-based compensation | 3,207 | 3,051 | 9,507 | 8,553 |
Restricted Stock [Member] | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' |
Stock-based compensation | $4,786 | $1,331 | $16,785 | $3,888 |
Share_Based_Compensation_Summa1
Share Based Compensation - Summary of Total Unrecognized Compensation Related to Stock-Based Compensation (Detail) (USD $) | 9 Months Ended |
In Thousands, unless otherwise specified | Sep. 30, 2014 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Unrecognized Compensation Cost | $39,049 |
Stock Options [Member] | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Unrecognized Compensation Cost | 29,132 |
Weighted Average Period of Expense Recognition (in Years) | '1 year 10 months 17 days |
Restricted Stock [Member] | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Unrecognized Compensation Cost | $9,917 |
Weighted Average Period of Expense Recognition (in Years) | '8 months 19 days |
Share_Based_Compensation_Summa2
Share Based Compensation - Summary of Changes in Number of Shares of Common Stock Under Option (Detail) (USD $) | 9 Months Ended |
In Thousands, except Per Share data, unless otherwise specified | Sep. 30, 2014 |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' |
Shares, Outstanding, Beginning Balance | 5,331 |
Shares, Granted | 548 |
Shares, Exercised | -1,243 |
Shares, Forfeited | -204 |
Shares, Outstanding, Ending Balance | 4,432 |
Shares, Vested and expected to vest | 4,432 |
Weighted Average Exercise Price, Outstanding, Beginning balance | $25.68 |
Weighted Average Exercise Price, Granted | $121.90 |
Weighted Average Exercise Price, Exercised | $17.64 |
Weighted Average Exercise Price, Forfeited | $48.98 |
Weighted Average Exercise Price, Outstanding, Ending balance | $38.52 |
Weighted Average Exercise Price, Expected to vest | $38.52 |
Options Exercisable at End of Period, Outstanding, Beginning Balance | 2,589 |
Options Exercisable at End of Period, Outstanding, Ending Balance | 2,487 |
Weighted Average Exercise Price of Exercisable Options, Outstanding, Beginning Balance | $16.57 |
Weighted Average Exercise Price of Exercisable Options, Outstanding, Ending Balance | $22.02 |
Weighted Average Fair Value of Options Granted During the Period, Granted | $36 |
Aggregate Intrinsic Value, Outstanding, Beginning Balance | $487,673 |
Aggregate Intrinsic Value, Exercised | 154,719 |
Aggregate Intrinsic Value, Outstanding, Ending Balance | $459,142 |
Share_Based_Compensation_Sched
Share Based Compensation - Schedule of Weighted-Average Assumptions (Detail) (Stock Options [Member]) | 9 Months Ended | |
Sep. 30, 2014 | Sep. 30, 2013 | |
Stock Options [Member] | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Risk-free interest rate | 1.10% | 0.73% |
Dividend yield | 0.00% | 0.00% |
Expected volatility | 34.76% | 34.95% |
Expected life (in years) | '3 years 9 months 18 days | '4 years |
Share_Based_Compensation_Summa3
Share Based Compensation - Summary of Changes in Number of Shares of Restricted Stock and Restricted Stock Units (Detail) (USD $) | 9 Months Ended |
In Thousands, except Per Share data, unless otherwise specified | Sep. 30, 2014 |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' |
Shares, Unvested, Beginning balance | 634 |
Shares, Granted | 78 |
Shares, Vested | -203 |
Shares, Cancelled | -10 |
Shares, Unvested, Ending balance | 499 |
Weighted Average Grant Date Fair Value, Unvested, Beginning balance | $67.83 |
Weighted Average Grant Date Fair Value, Granted | $128.81 |
Weighted Average Grant Date Fair Value, Vested | $63.35 |
Weighted Average Grant Date Fair Value, Cancelled | $35.78 |
Weighted Average Grant Date Fair Value, Unvested, Ending balance | $74.02 |
Acquisitions_and_Investments_A
Acquisitions and Investments - Additional Information (Detail) (USD $) | 9 Months Ended | 12 Months Ended | 9 Months Ended | 9 Months Ended | |||||||
Share data in Millions, unless otherwise specified | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | Dec. 31, 2013 | Dec. 31, 2013 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Dec. 31, 2013 | Mar. 31, 2015 | Dec. 31, 2013 |
Masternaut Group Holdings Limited [Member] | Minimum [Member] | Maximum [Member] | Comdata Inc. [Member] | Ceridian Llc [Member] | All 2013 Acquisitions [Member] | All 2013 Acquisitions [Member] | All 2013 Acquisitions [Member] | All 2013 Acquisitions [Member] | |||
Other Noncurrent Assets [Member] | Other Noncurrent Assets [Member] | Employee | Common Stock [Member] | Earnings Growth Rate [Member] | Accrued Expenses and Other Long Term Liabilities [Member] | ||||||
Customer | Monte Carlo Simulation [Member] | ||||||||||
Scenario, Forecast [Member] | |||||||||||
Loans At Acquisition Date [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Aggregate purchase price | $238,700,000 | $849,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Deferred payment | 23,200,000 | 36,800,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Equity method investment, ownership percentage | ' | ' | 44.00% | ' | ' | ' | ' | ' | ' | ' | ' |
Payment to acquire business | ' | ' | ' | ' | ' | 3,450,000,000 | ' | ' | ' | ' | ' |
Business acquisition date | ' | ' | ' | ' | ' | 12-Aug-14 | ' | ' | ' | ' | ' |
Number of employees in business acquisition in other entity | ' | ' | ' | ' | ' | 1,300 | ' | ' | ' | ' | ' |
Business acquisition, value of business held by acquiree | ' | ' | ' | ' | ' | 54,000,000,000 | ' | ' | ' | ' | ' |
Acquisition description of acquired entity | ' | ' | ' | ' | ' | 'As an issuer and a processor, Comdata provides fleet, virtual card and gift card solutions to overB 20,000B customers. | ' | ' | ' | ' | ' |
Number of customers of acquiree | ' | ' | ' | ' | ' | 20,000 | ' | ' | ' | ' | ' |
Issuance of new debt in acquisition | 2,400,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Issuance of common stock in acquisition | ' | ' | ' | ' | ' | ' | 7.3 | ' | ' | ' | ' |
Contingent earn-out payment | 78,611,000 | 80,476,000 | ' | ' | ' | ' | ' | 49,200,000 | 83,100,000 | ' | 49,200,000 |
Cash paid for acquisition | ' | 35,600,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Contingent consideration future payments, low range | 59,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Contingent consideration future payments, high range | 83,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Contingent consideration payable | ' | ' | ' | ' | ' | ' | ' | ' | ' | 78,600,000 | ' |
Uncertain tax positions | 21,000,000 | 21,600,000 | ' | ' | ' | ' | ' | 13,400,000 | 13,400,000 | ' | ' |
Indemnification asset recorded | ' | ' | ' | $50,000,000 | $51,100,000 | ' | ' | $51,100,000 | $51,100,000 | ' | ' |
Acquisitions_and_Investments_S
Acquisitions and Investments - Summary of Purchase Price Allocation (Detail) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Business Acquisition [Line Items] | ' | ' |
Goodwill | $1,557,011 | $1,552,725 |
All 2013 Acquisitions [Member] | ' | ' |
Business Acquisition [Line Items] | ' | ' |
Trade and other receivables | ' | 71,671 |
Prepaid expenses and other | ' | 12,555 |
Property and equipment | ' | 5,791 |
Other long term assets | ' | 53,737 |
Goodwill | ' | 643,116 |
Other intangible assets | ' | 473,000 |
Notes and other liabilities assumed | ' | -283,245 |
Deferred tax liabilities | ' | -77,543 |
Other long term liabilities | ' | -50,091 |
Aggregate purchase prices | ' | $848,991 |
Acquisitions_and_Investments_P
Acquisitions and Investments - Purchase Price Allocations of Intangible Assets (Detail) (USD $) | 9 Months Ended | 12 Months Ended |
In Thousands, unless otherwise specified | Sep. 30, 2014 | Dec. 31, 2013 |
All 2013 Acquisitions [Member] | ' | ' |
Business Acquisition [Line Items] | ' | ' |
Intangible assets | ' | 473,000 |
All 2013 Acquisitions [Member] | Trade Names and Trademarks [Member] | ' | ' |
Business Acquisition [Line Items] | ' | ' |
Intangible assets | ' | 46,900 |
Customer Relationships [Member] | All 2013 Acquisitions [Member] | ' | ' |
Business Acquisition [Line Items] | ' | ' |
Intangible assets | ' | 357,260 |
Customer Relationships [Member] | All 2013 Acquisitions [Member] | Minimum [Member] | ' | ' |
Business Acquisition [Line Items] | ' | ' |
Useful Lives (in Years) | ' | '3 years |
Customer Relationships [Member] | All 2013 Acquisitions [Member] | Maximum [Member] | ' | ' |
Business Acquisition [Line Items] | ' | ' |
Useful Lives (in Years) | ' | '20 years |
Trade Names and Trademarks [Member] | Minimum [Member] | ' | ' |
Business Acquisition [Line Items] | ' | ' |
Useful Lives (in Years) | '3 years | '3 years |
Trade Names and Trademarks [Member] | Maximum [Member] | ' | ' |
Business Acquisition [Line Items] | ' | ' |
Useful Lives (in Years) | '15 years | '15 years |
Trade Names and Trademarks [Member] | All 2013 Acquisitions [Member] | ' | ' |
Business Acquisition [Line Items] | ' | ' |
Useful Lives (in Years) | ' | '15 years |
Intangible assets | ' | 200 |
Merchant Network [Member] | All 2013 Acquisitions [Member] | ' | ' |
Business Acquisition [Line Items] | ' | ' |
Useful Lives (in Years) | ' | '10 years |
Intangible assets | ' | 16,750 |
Software [Member] | Minimum [Member] | ' | ' |
Business Acquisition [Line Items] | ' | ' |
Useful Lives (in Years) | '3 years | '3 years |
Software [Member] | Maximum [Member] | ' | ' |
Business Acquisition [Line Items] | ' | ' |
Useful Lives (in Years) | '10 years | '10 years |
Software [Member] | All 2013 Acquisitions [Member] | ' | ' |
Business Acquisition [Line Items] | ' | ' |
Intangible assets | ' | 36,890 |
Software [Member] | All 2013 Acquisitions [Member] | Minimum [Member] | ' | ' |
Business Acquisition [Line Items] | ' | ' |
Useful Lives (in Years) | ' | '3 years |
Software [Member] | All 2013 Acquisitions [Member] | Maximum [Member] | ' | ' |
Business Acquisition [Line Items] | ' | ' |
Useful Lives (in Years) | ' | '10 years |
Non-compete [Member] | Minimum [Member] | ' | ' |
Business Acquisition [Line Items] | ' | ' |
Useful Lives (in Years) | '2 years | '2 years |
Non-compete [Member] | Maximum [Member] | ' | ' |
Business Acquisition [Line Items] | ' | ' |
Useful Lives (in Years) | '5 years | '5 years |
Non-compete [Member] | All 2013 Acquisitions [Member] | ' | ' |
Business Acquisition [Line Items] | ' | ' |
Useful Lives (in Years) | ' | '5 years |
Intangible assets | ' | 15,000 |
Goodwill_and_Other_Intangible_2
Goodwill and Other Intangible Assets - Summary of Changes in Goodwill by Reportable Business Segment (Detail) (USD $) | 9 Months Ended |
In Thousands, unless otherwise specified | Sep. 30, 2014 |
Goodwill [Line Items] | ' |
Goodwill, Beginning Balance | $1,552,725 |
Acquisition Accounting Adjustments | 16,042 |
Foreign Currency | -11,756 |
Goodwill, Ending Balance | 1,557,011 |
North America [Member] | ' |
Goodwill [Line Items] | ' |
Goodwill, Beginning Balance | 366,594 |
Acquisition Accounting Adjustments | 19,966 |
Goodwill, Ending Balance | 386,560 |
International [Member] | ' |
Goodwill [Line Items] | ' |
Goodwill, Beginning Balance | 1,186,131 |
Acquisition Accounting Adjustments | -3,924 |
Foreign Currency | -11,756 |
Goodwill, Ending Balance | $1,170,451 |
Goodwill_and_Other_Intangible_3
Goodwill and Other Intangible Assets - Schedule of Other Intangible Assets (Detail) (USD $) | 9 Months Ended | 12 Months Ended |
In Thousands, unless otherwise specified | Sep. 30, 2014 | Dec. 31, 2013 |
Finite And Indefinite Lived Intangible Assets [Line Items] | ' | ' |
Gross Carrying Amounts | 1,069,706 | 1,020,117 |
Accumulated Amortization | -204,590 | -148,854 |
Net Carrying Amount | 865,116 | 871,263 |
Trade Names and Trademarks [Member] | ' | ' |
Finite And Indefinite Lived Intangible Assets [Line Items] | ' | ' |
Gross Carrying Amounts | 101,991 | 99,690 |
Net Carrying Amount | 101,991 | 99,690 |
Customer and Vendor Agreements [Member] | ' | ' |
Finite And Indefinite Lived Intangible Assets [Line Items] | ' | ' |
Gross Carrying Amounts | 894,548 | 850,809 |
Accumulated Amortization | -181,209 | -134,998 |
Net Carrying Amount | 713,339 | 715,811 |
Customer and Vendor Agreements [Member] | Minimum [Member] | ' | ' |
Finite And Indefinite Lived Intangible Assets [Line Items] | ' | ' |
Useful Lives (Years) | '3 years | '3 years |
Customer and Vendor Agreements [Member] | Maximum [Member] | ' | ' |
Finite And Indefinite Lived Intangible Assets [Line Items] | ' | ' |
Useful Lives (Years) | '20 years | '20 years |
Trade Names and Trademarks [Member] | ' | ' |
Finite And Indefinite Lived Intangible Assets [Line Items] | ' | ' |
Gross Carrying Amounts | 3,333 | 3,341 |
Accumulated Amortization | -1,794 | -1,635 |
Net Carrying Amount | 1,539 | 1,706 |
Trade Names and Trademarks [Member] | Minimum [Member] | ' | ' |
Finite And Indefinite Lived Intangible Assets [Line Items] | ' | ' |
Useful Lives (Years) | '3 years | '3 years |
Trade Names and Trademarks [Member] | Maximum [Member] | ' | ' |
Finite And Indefinite Lived Intangible Assets [Line Items] | ' | ' |
Useful Lives (Years) | '15 years | '15 years |
Software [Member] | ' | ' |
Finite And Indefinite Lived Intangible Assets [Line Items] | ' | ' |
Gross Carrying Amounts | 51,848 | 47,778 |
Accumulated Amortization | -16,118 | -9,090 |
Net Carrying Amount | 35,730 | 38,688 |
Software [Member] | Minimum [Member] | ' | ' |
Finite And Indefinite Lived Intangible Assets [Line Items] | ' | ' |
Useful Lives (Years) | '3 years | '3 years |
Software [Member] | Maximum [Member] | ' | ' |
Finite And Indefinite Lived Intangible Assets [Line Items] | ' | ' |
Useful Lives (Years) | '10 years | '10 years |
Non-compete [Member] | ' | ' |
Finite And Indefinite Lived Intangible Assets [Line Items] | ' | ' |
Gross Carrying Amounts | 17,986 | 18,499 |
Accumulated Amortization | -5,469 | -3,131 |
Net Carrying Amount | 12,517 | 15,368 |
Non-compete [Member] | Minimum [Member] | ' | ' |
Finite And Indefinite Lived Intangible Assets [Line Items] | ' | ' |
Useful Lives (Years) | '2 years | '2 years |
Non-compete [Member] | Maximum [Member] | ' | ' |
Finite And Indefinite Lived Intangible Assets [Line Items] | ' | ' |
Useful Lives (Years) | '5 years | '5 years |
Goodwill_and_Other_Intangible_4
Goodwill and Other Intangible Assets - Additional Information (Detail) (USD $) | 9 Months Ended | |
Sep. 30, 2014 | Sep. 30, 2013 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ' | ' |
Amortization expense of intangible assets | $55,737,000 | $31,535,000 |
Impact of foreign exchange rates on intangible assets | $10,600,000 | ' |
Debt_Summary_of_Debt_Instrumen
Debt - Summary of Debt Instruments (Detail) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Debt Instrument [Line Items] | ' | ' |
Term note payable-domestic | $476,250 | $496,875 |
Other debt | 6,694 | 5,565 |
Total notes payable and other obligations | 961,165 | 1,137,378 |
Securitization facility | 393,600 | 349,000 |
Total notes payable, credit agreements and Securitization Facility | 1,354,765 | 1,486,378 |
Current portion | 919,945 | 1,011,439 |
Long-term portion | 434,820 | 474,939 |
Domestic Line of Credit [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Revolving line of credit | 355,000 | 425,000 |
Foreign Revolving Line of Credit Facility A [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Revolving line of credit | 73,491 | 202,839 |
Swing Line of Credit [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Revolving line of credit | 49,730 | ' |
Foreign Line of Credit [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Revolving line of credit | ' | $7,099 |
Debt_Summary_of_Debt_Instrumen1
Debt - Summary of Debt Instruments (Parenthetical) (Detail) | 9 Months Ended | 12 Months Ended | 9 Months Ended | 0 Months Ended | 9 Months Ended | 0 Months Ended | 0 Months Ended | 9 Months Ended | 12 Months Ended | 9 Months Ended | 0 Months Ended | 9 Months Ended | 0 Months Ended | 9 Months Ended | ||||||||||||||
Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | Nov. 06, 2012 | Jun. 22, 2011 | Sep. 30, 2014 | Nov. 06, 2012 | Sep. 30, 2014 | Nov. 06, 2012 | Mar. 20, 2013 | Nov. 06, 2012 | Mar. 20, 2013 | Mar. 20, 2013 | Mar. 20, 2013 | Mar. 20, 2013 | Mar. 13, 2012 | Mar. 20, 2013 | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Nov. 06, 2012 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Nov. 06, 2012 | Sep. 30, 2014 | |
USD ($) | USD ($) | Term Note Payable-Domestic, June 22, 2011 [Member] | Term Note Payable-Domestic, June 22, 2011 [Member] | Term Note Payable-Domestic, June 22, 2011 [Member] | Amended And Restated [Member] | Term Loan [Member] | Term Loan Facility [Member] | Term Loan Facility [Member] | Revolving Credit Facility [Member] | Revolving Credit Facility [Member] | Letter of Credit [Member] | Swing Line Loans [Member] | Swing Line Loans [Member] | Revolving A Facility [Member] | Revolving B Facility [Member] | Revolving B Facility [Member] | Commercial Paper [Member] | Commercial Paper [Member] | New Zealand [Member] | Minimum [Member] | Minimum [Member] | Minimum [Member] | Minimum [Member] | Maximum [Member] | Maximum [Member] | Maximum [Member] | Maximum [Member] | |
USD ($) | USD ($) | USD ($) | Term Note Payable-Domestic, June 22, 2011 [Member] | Term Note Payable-Domestic, June 22, 2011 [Member] | Term Note Payable-Domestic, June 22, 2011 [Member] | Term Note Payable-Domestic, June 22, 2011 [Member] | Term Note Payable-Domestic, June 22, 2011 [Member] | Term Note Payable-Domestic, June 22, 2011 [Member] | Term Note Payable-Domestic, June 22, 2011 [Member] | Amended And Restated [Member] | USD ($) | USD ($) | Foreign Line of Credit [Member] | Eurodollar [Member] | Term Note Payable-Domestic, June 22, 2011 [Member] | Term Note Payable-Domestic, June 22, 2011 [Member] | Eurodollar [Member] | Term Note Payable-Domestic, June 22, 2011 [Member] | Term Note Payable-Domestic, June 22, 2011 [Member] | |||||||||
USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | NZD | USD ($) | USD ($) | ||||||||||||||||||||
Debt Instrument [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Line of credit facility, increase additional borrowings | $52,059,000 | ' | ' | ' | ' | ' | $250,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $150,000,000 | ' | ' | ' | $250,000,000 | ' |
Increase borrowing limit on revolving line of credit | ' | ' | ' | 850,000,000 | 600,000,000 | ' | ' | ' | 550,000,000 | ' | 850,000,000 | 20,000,000 | 20,000,000 | 110,000,000 | 815,000,000 | ' | 35,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt maturity date | ' | ' | ' | ' | ' | ' | ' | 1-Mar-18 | ' | 20-Mar-18 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
United Kingdom entities as designated borrowers | ' | ' | ' | ' | ' | 'Two | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Line of credit facility maturity date | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '5 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Interest on the line of credit, sum of rate plus | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1.00% | ' | 1.25% | ' | 0.25% | ' | 2.25% | ' | 1.25% |
Principal payments on term loan | ' | ' | 20,600,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage of quarterly commitment fees | 0.25% | 0.30% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0.20% | ' | ' | ' | 0.40% | ' | ' | ' |
Current purchase limit under the securitization facility | 500,000,000 | 500,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Line of credit charge | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0.17% | 0.17% | 0.03% | ' | ' | ' | ' | ' | ' | ' | ' |
Program fee variable rate | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0.65% | 0.68% | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Acquisition | $10,700,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 12,000,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Facility, Maturity date | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 30-Apr-15 | ' | ' | ' | ' | ' | ' | ' | ' |
Income_taxes_Additional_Inform
Income taxes - Additional Information (Detail) (USD $) | 3 Months Ended | 9 Months Ended | |||
In Millions, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 |
Income Tax Disclosure [Abstract] | ' | ' | ' | ' | ' |
Income tax expense at federal statutory rate, rate | 35.00% | 35.00% | ' | ' | ' |
Unrecognized income tax benefits | $21 | ' | $21 | ' | $21.60 |
Recognized additional liabilities | ' | ' | 1.2 | 0.9 | ' |
Reversed prior year liabilities | ' | ' | $1.70 | ' | ' |
Income_Taxes_Summary_of_Provis
Income Taxes - Summary of Provision for Income Taxes and U.S. Federal Tax Rate (Detail) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 |
Income Tax Disclosure [Abstract] | ' | ' | ' | ' |
Computed "expected" tax expense, amount | $47,794 | $37,679 | ' | ' |
Foreign income tax differential, amount | -6,073 | -3,874 | ' | ' |
State taxes net of federal benefits, amount | 1,597 | 1,084 | ' | ' |
Foreign-sourced nontaxable income, amount | -4,218 | -3,360 | ' | ' |
Other, amount | 1,945 | 1,228 | ' | ' |
Effect of statutory rate change, amount | ' | -3,722 | ' | ' |
Provision for income taxes, amount | $41,045 | $29,035 | $113,473 | $87,111 |
Computed "expected" tax expense, rate | 35.00% | 35.00% | ' | ' |
Foreign income tax differential, rate | -4.50% | -3.60% | ' | ' |
State taxes net of federal benefits, rate | 1.20% | 1.00% | ' | ' |
Foreign-sourced nontaxable income, rate | -3.10% | -3.10% | ' | ' |
Other, rate | 1.50% | 1.20% | ' | ' |
Effect of statutory rate change, rate | ' | -3.50% | ' | ' |
Provision for income taxes, rate | 30.10% | 27.00% | ' | ' |
Earnings_Per_Share_Summary_of_
Earnings Per Share - Summary of Earnings Per Share, Basic and Diluted (Detail) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 |
Earnings Per Share [Abstract] | ' | ' | ' | ' |
Net income | $95,509 | $78,620 | $259,167 | $216,381 |
Denominator for basic and diluted earnings per share: | ' | ' | ' | ' |
Denominator for basic earnings per share | 83,611 | 81,974 | 83,118 | 81,592 |
Dilutive securities | 2,523 | 2,931 | 2,570 | 2,854 |
Denominator for diluted earnings per share | 86,134 | 84,905 | 85,688 | 84,446 |
Basic earnings per share | $1.14 | $0.96 | $3.12 | $2.65 |
Diluted earnings per share | $1.11 | $0.93 | $3.02 | $2.56 |
Segments_Additional_Informatio
Segments - Additional Information (Detail) | 9 Months Ended |
Sep. 30, 2014 | |
Segment | |
Segment Reporting [Abstract] | ' |
Number of reportable segments | 2 |
Segments_Schedule_of_Companys_
Segments - Schedule of Company's Segment Results (Detail) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 |
Segment Reporting Information [Line Items] | ' | ' | ' | ' |
Revenues, net | $295,283 | $225,150 | $822,693 | $639,670 |
Operating income | 144,207 | 111,255 | 392,827 | 314,582 |
Depreciation and amortization | 25,714 | 18,060 | 74,561 | 48,579 |
Capital expenditures | 6,727 | 5,240 | 18,279 | 15,348 |
North America [Member] | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' |
Revenues, net | 156,343 | 115,266 | 421,579 | 335,346 |
Operating income | 78,797 | 59,093 | 203,311 | 168,622 |
Depreciation and amortization | 6,635 | 5,159 | 19,647 | 15,598 |
Capital expenditures | 1,561 | 1,942 | 5,397 | 4,298 |
International [Member] | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' |
Revenues, net | 138,940 | 109,884 | 401,114 | 304,324 |
Operating income | 65,410 | 52,162 | 189,516 | 145,960 |
Depreciation and amortization | 19,079 | 12,901 | 54,914 | 32,981 |
Capital expenditures | $5,166 | $3,298 | $12,882 | $11,050 |
Commitments_and_Contingencies_
Commitments and Contingencies - Additional Information (Detail) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
Commitments And Contingencies Disclosure [Line Items] | ' | ' |
Contingent consideration | $78,611,000 | $80,476,000 |
Uncertain tax positions | 21,000,000 | 21,600,000 |
All 2013 Acquisitions [Member] | ' | ' |
Commitments And Contingencies Disclosure [Line Items] | ' | ' |
Contingent consideration | 49,200,000 | 83,100,000 |
Uncertain tax positions | 13,400,000 | 13,400,000 |
Indemnification asset recorded | $51,100,000 | $51,100,000 |
Subsequent_Event_Additional_In
Subsequent Event - Additional Information (Detail) (USD $) | 9 Months Ended | 0 Months Ended | 0 Months Ended | ||||||||||||||||
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Oct. 24, 2014 | Oct. 24, 2014 | Oct. 24, 2014 | Oct. 24, 2014 | Oct. 24, 2014 | Oct. 24, 2014 | Oct. 24, 2014 | Oct. 24, 2014 | Oct. 24, 2014 | Oct. 24, 2014 | Oct. 24, 2014 | Oct. 24, 2014 | Oct. 24, 2014 | Oct. 24, 2014 | Oct. 24, 2014 |
Swing Line Loans [Member] | Term Loan A [Member] | Term Loan B [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | ||
Federal Fund Rate Plus [Member] | Eurocurrency Rate Plus [ Member] | Eurocurrency Rate Loans [Member] | Base Rate Loans [Member] | Maximum [Member] | Maximum [Member] | Maximum [Member] | Maximum [Member] | Maximum [Member] | Maximum [Member] | Maximum [Member] | Minimum [Member] | Minimum [Member] | Minimum [Member] | ||||||
LIBOR Rate Member [Member] | Eurocurrency Rate Plus [ Member] | Revolving Credit Facility A Member | Revolving Credit Facility B Member | Term Loan A [Member] | Term Loan B [Member] | LIBOR Rate Member [Member] | Eurocurrency Rate Plus [ Member] | ||||||||||||
Subsequent Event [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revolving credit facility | ' | ' | ' | ' | $3,355,000 | ' | ' | ' | ' | ' | ' | ' | $1,000,000 | $35,000 | ' | ' | ' | ' | ' |
Line of credit facility, increase additional borrowings | $52,059 | ' | ' | ' | ' | ' | ' | ' | ' | $430,000 | ' | ' | ' | ' | $2,020,000 | $300,000 | ' | ' | ' |
Principal payment due | ' | '10 days | '5 years | '7 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage of voting shares pledged | ' | ' | ' | ' | 66.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Interest on line of credit | ' | ' | ' | ' | ' | 0.50% | 1.00% | 3.00% | 2.00% | 0.20% | 2.00% | 1.00% | ' | ' | ' | ' | 0.20% | 1.00% | 0.00% |