Michael Thomas - Melissa D. Smith - Chief Executive Officer, President, Director and President of the Americas Steven Alan Elder - Chief Financial Officer, Principal Accounting Officer and Senior Vice President.

Robert P.

Napoli - William Blair & Company L.L.C., Research Division Tien-tsin Huang - JP Morgan Chase & Co, Research Division Philip Stiller - Citigroup Inc, Research Division Ramsey El-Assal - Jefferies LLC, Research Division Smittipon Srethapramote - Morgan Stanley, Research Division James Schneider - Goldman Sachs Group Inc., Research Division David Togut - Evercore Partners Inc., Research Division Sanjay Sakhrani - Keefe, Bruyette, & Woods, Inc., Research Division Timothy W.

Willi - Wells Fargo Securities, LLC, Research Division.

Good morning. My name is Brandy, and I will be your conference operator today. At this time, I would like to welcome everyone to the WEX Inc. Second Quarter 2014 Financial Results Conference Call. [Operator Instructions] Mr. Micky Thomas, Vice President of Investor Relations and Treasurer, sir, you may begin..

Thank you, Brandy. Good morning, everyone. With me today is Melissa Smith, our President and CEO; and our CFO, Steve Elder. The press release we issued earlier this morning is posted in the Investor Relations section of our website at wexinc.com. A copy of the release has also been included in an 8-K we submitted to the SEC.

As a reminder, we will be discussing non-GAAP metrics, specifically, adjusted net income, during our call.

Adjusted net income for this year's second quarter excludes unrealized net losses on fuel price derivatives, amortization of acquired intangible assets, the adjustments attributed to noncontrolling interest, expense of stock-based compensation, certain acquisition-related expenses and the tax impact of these items.

Please see Exhibit 1 included in the press release for an explanation and reconciliation of adjusted net income to GAAP net income. I would also like to remind you that we will discuss forward-looking statements under the Private Securities Litigation Reform Act of 1995.

Actual results may differ materially from those forward-looking statements as a result of various factors, including those discussed in our press release and the risk factors identified in our annual report on Form 10-K, filed with the SEC on February 27, 2014.

While we may update forward-looking statements in the future, we disclaim any obligations to do so. You should not place undue reliance on these forward-looking statements, all of which speak only as of today. With that, I'll turn the call over to Melissa Smith..

Good morning, everyone, and thanks for joining us. Today, WEX reported very strong results for the second quarter of 2014, with revenue and adjusted net income exceeding our expectations. During the quarter, revenue increased 13% over the prior year to $202 million, and adjusted net income per share increased 29% to $1.39 per diluted share.

As a reminder, adjusted net income for the second quarter of both years reflects the exclusion of stock-based compensation, which we started to exclude in the first quarter of this year, and certain acquisition-related expenses in 2014.

Our performance during the quarter was a direct result of our continued execution against the strategic objectives we outlined earlier this year.

Our ongoing focus on growing and optimizing our Fleet Payments business, expanding our Other Payments segment and accelerating back growth in attractive verticals has translated into significant momentum in our operations and will position WEX well for the future.

To that end, the acquisition of Evolution1, which we closed in July 16, significantly enhances our Other Payments business by increasing our addressable market and advancing our long-term position in the health care payment space.

In addition, the Esso transactions in Europe and Asia and recently announced Shell agreement further grow our fleet card presence globally. We are encouraged by our progress today and continue to win business across all of our products and geographies. I started 2014 talking about 3 specific objectives for the year.

First, position the company to accelerate growth organically and through M&A; second, focus on further globalizing our business by making targeted investments; and lastly, driving scale across the organization. I'd like to comment on each of these objectives and give further color around my thoughts for the second half of the year.

Let me first spend a few moments on our Fleet Payment segment. At a high level, we continue to see favorable trends domestically, while the Esso transaction remains on track. We achieved very strong revenue growth of 11% year-over-year. Outside of revenue momentum, we also saw strong transaction volume growth of 6% relative to the prior year period.

These volumes were primarily driven by new vehicles coming online through customer wins. We also benefited from favorable fuel price dynamics and increasing fees on domestic fleet customers.

Some examples of recent domestic wins this quarter include uShip [ph], a new OTR customer; the expansion of our Sunoco relationship with a new private label OTR program; and a new co-brand program with Ideal Leaf [ph]. Turning to our plans to globalize our business.

We are pleased with our results from our efforts to grow the business domestically and globalize the fleet segment. A key component of our globalization initiative is our planned acquisition of ExxonMobil's European commercial card portfolio, the Esso Card. Let me provide an update on our progress on this transaction, which consists of 3 phases.

The first phase is the completion of regulatory hurdles, such as the employee information and consultation processes and merger clearance approval, as well as the signing of the agreement. We are pleased to report that this phase is complete.

On July 17, we announced the signing of a definitive purchase and sale agreement, which gets us one step closer to the closing of the transaction. The signing is also a major milestone for this transaction, and we're excited to turn our focus to the closing of the acquisition.

The second phase, which has been ongoing, is focused on operational readiness. This phase consists of setting up the key systems and infrastructure needed to close the transaction. Our team has been executing against the detailed project plan, and we have made significant progress over the last several months.

To date, we have secured additional office space in the U.K. and other countries, we've negotiated with critical vendors and significantly ramped up our resources in Europe. We are on track to establish complete and fully functioning European operations on our original timeline.

Our work for the balance of the year includes developing critical business systems, continuing negotiation of vendor relationships, training and other preparations for the portfolio transition. These activities represent the steps necessary to complete formal change of control of the portfolio.

Our third and final phase is the conversion of the ExxonMobil portfolio to WEX's systems. We began our technology build for this phase in the first quarter and continue to expect the conversion to our systems to begin in 2015 and be completed in 2016, which is in line with our original timeline.

Overall, we are very pleased with the progress we've made to date, as well as the strength of the team working on this effort. This has been and continues to be a very complicated effort that incorporates many areas of our company and requires working very closely with our partner.

However, we are excited about the products and technology we're bringing into the European market. Turning to our virtual business. We continue to see strong momentum both domestically and internationally.

Our Other Payments Solutions segment, which largely consists of our virtual business, specifically WEX Travel Solutions, grew spend volumes 36% globally to $4.3 billion year-over-year. Additionally, we achieved very strong revenue growth of 18% year-over-year.

This segment continues to benefit from recent customer wins such as Wotif, Globalia and most recently, Logic Travel, that are now producing meaningful contributions. We continue to see nice momentum domestically as well, as our U.S.-based travel customer saw a considerable growth of approximately 28%.

While we remain excited about the growth within the virtual business, we continue to evaluate other verticals with significant opportunity. As we've stated, we have traditionally done well in industries with complex payment systems.

The reason that we do so well is that our business is able to match the complexity of such intricate industries and our products adapt to the needs of the marketplace. The health care space is a perfect example of this, as it represents considerable potential for revenue capture and market need.

Throughout the last few years, we built a presence in the health care market organically, while also analyzing potential avenues to enhance our footprint. We recently announced the close of our acquisition of Evolution1, a leading provider of cloud-based technology in payment solutions within the health care industry.

Evolution1 represents in many ways the future of payments, as it's built on a sophisticated cloud technology platform. As a reminder, Evolution1 develops and operates a powerful all-in-one, multi-tenant technology platform, card products and mobile offering that supports a full range of health care account types.

The company's B2B distribution model is based on partnerships with health plans, third-party administrators or TPAs, financial institutions, payroll companies and software providers. Evolution1 currently has an addressable market of more than $1 billion in revenue, with a significant and growing share in a rapidly growing segment.

WEX has historically been focusing on virtual product solutions for payer-to-provider payments. Now we also see an opportunity to address other aspects of the health care system, including consumer-to-provider payments.

This acquisition represents an attractive opportunity to increase WEX's growth profile in the health care space by increasing our overall addressable market. With this transaction, we are enhancing WEX's leadership team, as the Evolution1 management team has considerable expertise and experience in the health care space.

Lastly, our efforts to enhance scale across our organization are beginning to bear fruit. Synergies from our integration with Fleet One are making positive contributions to our business. Pricing-related initiatives, including increasing fleet-related fees in July of last year, contributed to the increased margins year-over-year.

We're also seeing considerable tractions with the virtual card product, and we're seeing benefits from the contracts that we've renegotiated for processing services in 2013. Looking ahead, our strategic priorities to expand and grow the business remain consistent. We'll align our investment accordingly.

We are optimizing our capital across our portfolios. As an example, after considering our core fleet business, we determined that Pacific Pride did not align with our long-term strategy as it is a franchise model.

As a result, we've signed an agreement to sell Pacific Pride to FleetCor for $50 million, which represents an approximate pretax gain of $29 million.

While WEX's fleet business is a vibrant and growing business, this sale will allow us to redeploy this capital in areas where we believe we have high-growth, high-value opportunities to drive accelerated financial performance.

In addition, our M&A pipeline offers a number of interesting opportunities, and we'll continue to apply a disciplined strategic process to our activities with a focus on creating or enhancing scale in our existing business and/or adding product differentiation and functionality to improve their offering.

In closing, I'm very proud of the results during the first half of the year, and I'm even more excited about the continued opportunities. I look forward to finalizing the Esso transaction, the deployment of the Shell prepaid product and working with the Evolution1 team to ensure smooth integration.

And now I'll turn the call over to Steve to discuss our financials and guidance.

Steve?.

Thank you, Melissa. For the second quarter of 2014, we reported total revenue of $201.6 million, an increase of 13% or $23.3 million from the prior year period and above the high end of our guidance range of $190 million to $197 million.

This performance was driven primarily by solid growth in fleet volumes, higher fee revenue and another very strong quarter of growth for our virtual card spend. Net income attributed to common shareholders on a GAAP basis for the second quarter was $43.3 million or $1.11 per diluted share.

Our non-GAAP adjusted net income increased to $54 million or $1.39 per diluted share. This compares to $42.3 million and $1.08 per diluted share in Q2 last year.

As a reminder, stock-based compensation expense was excluded from both the current and prior period and, therefore, adjusted net income for Q2 2013 is different from what was reported last year. We have also excluded certain acquisition-related expenses directly related to the closing of the Evolution1 deal.

There were no comparable expenses in last year's quarter, so this did not result in any additional change to the adjusted net income reported last year. Taking a look at some key performance metrics for the quarter. Consolidated payment processing transactions increased 6% year-over-year, which was in line with our expectations.

The consolidated net payment processing rate for Q2 2014 was 1.36%, which was a decrease of 3 basis points compared to Q2 2013 and was flat to the first quarter of 2014. The rate decrease is a result of specific long-term contract renewals.

Financing fee revenue in the fleet segment increased $3.9 million to $17.7 million compared to $13.7 million in Q2 last year, primarily as a result of increases to late fee rates we initiated last year.

In the Other Payments segment, revenue for the second quarter increased 18% or $8.5 million year-over-year to $55.8 million, primarily as a result of higher virtual card volume. Spend volume increased 36% over last year to $4.3 billion for the quarter, driven by organic growth in the travel vertical, including our international expansion efforts.

The interchange rate for our virtual card in Q2 was 85 basis points, down 14 basis points year-over-year and up 3 basis points sequentially versus Q1. As we've discussed in prior calls, the decrease versus the prior year quarter is primarily due to elevated levels of customer-specific incentives in 2013, which are not repeating this year.

Those incentives increased last year's Q2 rate by approximately 8 basis points. As a reminder, the MasterCard litigation impact rolled off this quarter, which increased the rate approximately 6 basis points sequentially.

Additionally, during the second quarter, we had a mix shift in our European customers towards debit products, which lowered the rate by 2 basis points sequentially. Moving down the income statement for the second quarter. Total operating expenses on a GAAP basis were $121.3 million, a $10 million increase versus last year.

Salary and other personnel costs for Q2 were $43.4 million, a 7% increase when compared with $40.6 million from Q2 last year. The increase was predominantly due to increases in headcount and related benefits.

Total headcount is up 4% over last year, with most of the new hires related to the work necessary for the Esso portfolio, and in Brazil, related to a small acquisition during the third quarter of 2013. We continue to tightly control headcount throughout the company.

Service fees are up $1.2 million from the prior year at $27.8 million, primarily driven by some diligence-related expenses for the Evolution1 acquisition, which are not excluded from adjusted net income.

Although virtual card volumes were up 36% year-over-year, we did not see a significant increase in our related service fees, due to the renegotiated contracts Melissa mentioned earlier. During the second quarter, credit loss expense totaled $6.8 million. This compares to $4.9 million in Q2 last year.

In the fleet segment, Q2 credit losses were 9.1 basis points versus 7.6 basis points last year. We spoke last quarter about an increase in early-stage delinquencies in some of our low-risk accounts. As we expected, the situation improved during the second quarter, and we saw delinquencies return to normal levels.

Our operating interest expense was $1.6 million in Q2, which was a $500,000 increase compared to last year. The increase is due to the higher average balances funded from increases in our fleet and virtual card volumes. The interest rates in our operating debt were essentially unchanged from last year.

As we mentioned previously, we began hedging the majority of our foreign exchange exposure related to foreign cash and net receivable balances to settle our virtual card transactions. The remaining exposure that we did not hedge had a small positive impact during the quarter.

The effective tax rate on a GAAP basis for Q2 was 35.8% compared to 37.5% in the second quarter of 2013. Our adjusted net income tax rate this quarter was 35.5% compared to 37.2% for Q2 a year ago. For the full year, we expect our adjusted net income tax rate to be in the range of 35% to 36%.

This was lower than our previous guidance as a result of the implementation of a strategic tax review we completed earlier this year. Turning to our fuel derivatives program. For the second quarter of 2014, we recognized a realized cash loss of $2.7 million before taxes on these instruments.

We concluded the quarter with a net derivative liability of $9.4 million. For the third quarter of 2014, we have locked in a price range of $3.37 to $3.43 per gallon. For the fourth quarter, the average price locked in is $3.34 to $3.40 per gallon. Moving on to the balance sheet.

We ended the quarter with $319 million of cash, down from $355 million at the end of the first quarter 2014. The decrease is primarily seasonality associated with deposits at our bank subsidiary. In terms of capital expenditures, CapEx for the second quarter was $11 million.

We are revising our CapEx projections for the full year to be in the range of $50 million to $55 million, a $5 million increase to the range we announced last quarter, which reflects the addition of Evolution1. Our financing debt balance decreased to $3.8 million in Q2, which reflects a quarterly payment required by our term note.

We ended the quarter with a total balance of $677.5 million on our revolving line of credit, term loan and notes. As of June 30, our leverage ratio was 1.9x our 12-month trailing EBITDA compared to 2.2x at the end of Q2 last year.

Pro forma for the divestiture of Pacific Pride and the acquisition of Evolution1, our leverage would have been approximately 2.9x EBITDA at the end of the quarter.

To further enhance the company's liquidity, we expect to close on an amendment to our bank credit facility, which will increase the size of the facility by approximately $220 million to $1.2 billion.

The amendment will increase the term note portion of our facility to $500 million and it will allow temporary increases in permitted leverage to provide us additional margin when the Esso deal is closed. The amendment, which is subject to final bank approval, is expected to be executed in August.

Regarding our capital allocation strategy, our primary objectives remain to accelerate growth organically and through M&A and to further globalize our business in new verticals and drive scale across the organization.

Now for our guidance for the third quarter of 2014 and full year, which reflects our views as of today and is made on a non-GAAP basis. For the third quarter of 2014, we expect to report revenue in the range of $213 million to $223 million and adjusted net income in the range of $51 million to $53 million or $1.30 to $1.37 per diluted share.

For the full year 2014, we expect revenue in the range of $813 million to $823 million and adjusted net income in the range of $189 million to $195 million or $4.84 to $4.99 per diluted share. These figures assume normal seasonality trends in the virtual card and health care businesses.

Our third quarter guidance assumes that fleet credit loss will be between 8 and 13 basis points and that domestic fuel prices will be $3.62 per gallon. Our full year guidance assumes that fleet credit loss will be between 10 and 13 basis points and that domestic fuel prices will be $3.61 per gallon. The fuel price assumptions for the U.S.

are based on the applicable NYMEX futures price. Our guidance includes the operations from the date of the acquisition of Evolution1 and related integration costs over the second half of this year.

The guidance excludes approximately $6 million of expenses directly related to closing the Evolution1 acquisition, such as investment banking fees and credit facility restructuring costs, among other things. It also reflects the pending sale of Pacific Pride, which will reduce revenue earnings in the second half of the year.

We're also excluding the pretax gain of approximately $29 million on the sale of Pacific Pride. Our guidance also includes increased second half spending related to the implementation of the Esso portfolio and the recently announced Shell transaction.

This includes approximately $0.03 per share of costs that were expected in Q2 that are now expected to be realized in the second half of the year.

Our full year guidance includes an income statement impact of $10 million to $13 million of expense or about $0.26 to $0.33 per diluted share after tax, related to our planned acquisition of ExxonMobil's European commercial card -- commercial fuel card program.

As we have discussed in the past, in light of the success to date of our international expansion efforts, the proportion of our business sensitive to changes in foreign exchange rates has grown. Our guidance assumes that exchange rates will remain in the range of the current spot rates.

Our guidance does not reflect the impact of any further stock repurchases other than the activity that has occurred through June 30, 2014. Now, we'd be happy to take your questions. Brandy, please proceed with the Q&A session now..

[Operator Instructions] Your first question comes from Bob Napoli with William Blair..

The call is getting longer and more complicated. The -- I guess on Evolution1, if I just could get -- given you've owned it for a few weeks now, maybe give a little more color on what your thoughts are on the growth of that business and the -- what attracted you to it.

And will it help your virtual card health care business?.

Sure. The Evolution1 -- I would say that if anything, we're more interested as time has gone on. And with going there for the closing and spending time with the people in Fargo, you just walk away with a great sense of the expertise that they have in this marketplace and momentum that they have with bringing on new business.

So from a strategic perspective, it enabled us to increase our addressable market by about $1 million -- $1 billion in revenue. And so that was one of the primary focuses for us is to take something that we believe to be our expertise into another industry that was growing and would allow the business to grow on a go-forward basis.

And we feel strongly that this business is going to enable us to do that. And the second part was what you mentioned is that we are already in the space organically. And we felt like we needed more of health care expertise and brand in that marketplace to make sure that we're accelerating that part of the growth.

And with the addition of Evolution1, our primary focus has been to make sure that we are continuing to grow the business and that we're taking care of the core business.

But in terms of revenue synergies, we still believe that there are synergies around both issuing -- we're using our bank and around vertical card -- virtual card adoption from the payor to the provider because they have those existing relationships that we can leverage..

Then I guess the cost that you have in your guidance for the Evolution1 deal on the back half of the year, was that $6 million in the back half of the year, fuel costs that are in your guidance?.

The $6 million that were investment banking fees, credit restructuring fees and a few other smaller things, those have been excluded from our guidance. So when you see our reported earnings next quarter, you'll see a line for adjustments related to those acquisition-related costs..

And are there other costs that you're not excluding that are tied to the integration?.

Yes, there are, absolutely. So I mean, in the second half of the year, there's a number of moving parts. We've included the operations, as well as the integration costs from Evolution1. And we've included the impact of the divestiture of Pacific Pride as well, which will obviously reduce revenue and earnings over the second half of the year..

Can you give us any feel for what those numbers are, I guess, the Pacific Pride and the Evolution1 integration costs?.

I guess what I'd say is none of them are individually material. They add up to a decent size number. But all in, I think we're pretty happy with the guidance that we have out there and the results that we posted in this quarter..

And last question. I mean, are you seeing some acceleration in the U.S. business? I mean, you didn't give a same-store sales number. Your transaction growth was pretty good. Do you see signs of -- I mean, are you seeing steady -- any signs of improvement in the U.S.

business? And what are your pipelines for new business like?.

Yes, I would say that we actually have seen acceleration in the U.S. business, but it's not coming from the same-store sales. It continues to be a little bit negative year-over-year. And so that continues to be -- I would refer to it as flat to a slight headwind for us, so the growth is really just coming from bringing on new business.

And we have been very successful at it so far in the first 6 months. Our pipeline has continued to look strong going into the latter part of the year..

Your next question comes from Tien-tsin Huang with JPMorgan..

Just maybe if we can just get a little more detail on the revenue contribution or the changes in your outlook from -- as a result of Evolution1 plus the mirror [ph] change in the model like Pac Pride.

Can you give us some directional feel on the change there?.

I'd say, with Evolution1, I would just kind of reiterate what we said when we announced the transaction. The company is generating approximately $80 million a year in revenue. I'd say there is a little bit of seasonality in there, especially on the payment side.

As people get into the new year, they have to meet deductibles and out-of-network kinds of things. So you do see a little bit more revenue from the payment side in the first part of the year. So we appropriately reflected that in the second half of the year with our guidance there.

So for Pacific Pride, again, I'd say it's not particularly material to the company overall. Obviously, it was generating some revenue. And obviously, it was a profitable business for us but, again, nothing overly material there..

Understood, Steve. And we should -- as we have to layer in Evolution1 more specifically. So can you -- have you given more thought on how you're going to break out some of the KPIs or the metrics? Interchange, income.

Of course, there being some custodial fees and other things, how that's going to look or change the face of the P&L?.

I don't think you'll see the face of the P&L change. It will roll up into the Other Payments Solutions segment. I think in terms of the metrics that we provide, there will likely be something around the dollar volumes of payments processed and the resulting interchange, which we'll probably be able to fold into our existing disclosures.

And then we may be able to start looking at how many subscribers are on the system and things like that, which would be the other big chunk of revenue that they have..

Right. So just sorry to -- I'll stop after this. So the $5 billion, I think, is what you said in payment volume, I'm assuming the interchange rate is not that different from the rest of the virtual. But is that what we're going to be layering in? And I'm assuming high-teens growth is still appropriate..

Yes, I'd say all those things are relatively appropriate. Yes..

Your next question is from Phil Stiller with Citi..

I guess I wanted to follow up on the EPS guidance. So you -- looks like you beat the midpoint of your EPS range by about $0.16. You raised the midpoint of the guidance by about $0.07. And I think you said the Evolution1 deal would be accretive, excluding fuel costs, which it seems like now you're excluding from the definition of adjusted EPS.

So I'm just trying to understand what the offsets are. I know there's a specific part, but you said that's not material.

So what are the offsets to EPS in the second half of the year? And then how should we think about the contributions of Evolution1 flowing into 2015?.

So, Phil, I'd say that, first of all, there's no doubt that revenue and earnings in Q2 are really strong. Even with great execution, it's not often that you get to report a 30% organic growth rate in earnings. So that feels pretty nice. We had great growth in the quarter from our fleet side in terms of payment processing transactions.

The purchase lines in the payment segment came in strong again. And as we continue down this path of advancing our growth strategy, it is creating a bunch of moving parts in that second half guidance.

So again, the things that are really moving in and out here are the operations and the integration costs for Evolution1, the operations that we have taken out for the divestiture of Pacific Pride. And there's also some timing in there related to the development of work around the Esso transaction.

So we moved a few pennies of expense that we expected to see in Q2 into the back half of the year. So those are the moving pieces in the guidance in the back half of the year. The fundamentals of the business in both the Fleet and the Other Payments segment is strong, and we feel good about how the second half is shaping up..

Okay. I guess, can you help us -- it seems like you reiterated the full year investments for Esso after the quarter.

Can you help us understand, I guess, what was spent in the first half of the year and then what's expected in the second half of the year? And then similarly, for Evolution1, I guess you're not going to quantify the integration expenses, but should we expect those to largely be complete by the end of this year?.

So taking the first part of the question with Esso, I'd say the first part of the year was more about setting up the structure and the legal entities and the banking arrangements and all those kinds of things that you just have to do to get a physical infrastructure in place.

As we're moving through the year, the expenses become more people focused as we prepare for the transition of the portfolio. The expenses for Esso will continue to increase each quarter as we go through the transition date. And that's just a reflection of, we're continuing to build resources that we're going to need. And it just keeps increasing.

Obviously, once we have the transition of the portfolio, that will alleviate it some. There'll be a step function, but it will be both revenue and expenses. As far as Evolution1, the integration costs, I think, will largely be in the second half of this year. I would say it's not a massive integration effort that we're undergoing.

So it's -- but it's -- so that should be pretty well completed by the end of this year..

Okay. And then a last question from me, and I'll turn it over. The revenue -- I guess the nonpayment processing revenue in fleet was up about 20%. I know you guys made some adjustments to some fee structures last summer. So I'm just wondering about the sustainability of that revenue increase as we move into the back half of this year and going forward..

Well, I think the revenue increase will sustain. I think it's the rate of growth, I think, is what you're getting at. And I would say that we're looking at a number of potential fees to our fleet customers, some of which were in the early stages of testing and implementing and others that will come later.

So I wouldn't promise a 30% kind of number every quarter going forward, but there should be some increases still to come..

One of the things we've been thinking about is just making sure that we're within the market norm in terms of what we're charging. And there's been a shift from what we'd call payment processing revenue into some more ancillary fees.

And we are looking at that, making sure that we're being competitive in the marketplace and that we're thinking about things from a customer's perspective, but also being thoughtful about what's happening to market trends..

Okay.

So it sounds like the growth rate may bump around, but it should still be nicely above the volume growth that you guys report in that segment?.

Yes..

Your next question comes from Ramsey El-Assal with Jefferies..

So given you're now going to occupy [ph] closing of Evolution1 and Esso, I mean, how should we think about possible timing of the future M&A activity? I mean, you mentioned that you kind of increased some of your capacity, your debt capacity.

I mean, should we rule out any incremental deals until you get these things squared away? Or how should we think about sort of timing?.

I would say that we're continuing to move things through our pipeline, like we would normally do. And like most companies, it's a very disciplined process that we're going through that has to meet both strategic and financial criteria in order for us to execute.

So in terms of timing, it really depends on -- as those progress through the pipeline, we end up killing a lot of them. And so we have to make it through and make sure that they meet those criteria that we believe that we can execute on with everything else we have going on. So I would say we're still active in the market.

We're still being thoughtful about acquisition targets. So -- and we'll continue to do so..

Okay. Keeping in mind, obviously, this is a really large asset, I was just wondering if you had any views on, there have been some press recently about FleetCor and some other private equity firms making a play for Comdata, another big player in the U.S.

Do you have a view on how a change in ownership there might alter that competitive dynamic in the U.S.? Or is it sort of -- would it be business as usual if they were sort of taken out?.

Yes. And you know the rule, we don't speculate on what's happening in the marketplace. And what I've seen, so far, it's highly speculative. But in theory, if Comdata ended up in some type of other structure, they have products in the marketplace that they're competing in fleet over the road in virtual payments, similar to the way that we are.

And we feel very good about our position in the marketplace, the growth that we have, the products that we're offering. So I don't view that as necessarily having a large impact in terms of if there were some type of change in ownership..

Okay. Last one for me. I just wanted to get your thoughts on the kind of runway ahead on the virtual card side, I guess specific to the travel segment.

Are you bumping into any incremental competition? Should we still think about that as a high-teens, 20%-plus sort of revenue grower for the foreseeable future? Or how is that market sort of evolving?.

I would say that, that market has been highly competitive for a number of years. And so when we're competing, we're competing in any good geography amongst -- both I would describe as banks and local technology players.

And we've been able to win the business because of the -- really the value proposition that we can offer into the marketplace, the differentiation we have in the product set. And that would be true on a go-forward basis. I don't see really any significant changes in the competitive environment. It's been that way all along.

And in terms of future growth, we've had -- this year, we've talked about some of the comparability issues from a revenue perspective and that we thought spend would continue to grow over 20%, with revenue generally targeting in about that same range..

Your next question is from Smitti Srethapramote with Morgan Stanley..

Can you talk about the Shell prepaid deal in a little bit more detail and where you guys see the biggest opportunities for prepaid going forward?.

We're really excited about the relationship with Shell. It's moving us into -- further into Asia, as well as Europe. And it's with a new product offering, so we like the fact that is with a partner that has reach globally, as well as with a product set that will be new into those markets.

We think about that is -- a rollout is going to happen over a period of time, and Shell hasn't talked about which countries they want to go into. So we're respectful to not talk about that as well, other than to say that the rollout will start this year. And in terms of prepaid in general, it's something that we have as part of our business model now.

And as we look at different geographies, in some cases, a prepaid product makes more sense. In some cases, it would be debit; sometimes, it's credit. It really depends on the geographies, the needs of a particular customer base and market trends in each of those regions..

Okay, great.

And can you talk a little bit more about your co-branded deal with Fleet One and maybe compare the opportunity in over-the-road co-brand versus traditional fleet? Could this deal be the first of many in the coming years?.

Yes, I think the part where I get excited about that is when we bought Fleet One -- we don't get into these transactions, we don't -- we don't really presume any type of revenue synergies.

But we knew that we had an expertise in the fleet side of the business to go into markets through multiple channels, through partners directly, which included co-brand relationships. And in the fleet side of the business, we have relationships with the 6 largest leasing companies here in the United States.

And on the private label side, that same idea, we've been able to move into over-the-road. So we've had a couple of contract signings with private label relationships that we've been able to extend either existing relationships we have into the over-the-road space.

And on the co-brand side, we're seeing the same thing, the ability to leverage some of the existing relationships that we have into the over-the-road space. And so this is the first. I hope that there are others that we can announce also..

Your next question is from James Schneider with Goldman Sachs..

I was wondering if you can give us any kind of additional color on the timing of when in 2015 the Esso conversion might start to take place? And is it more towards the first half or the second half of the year?.

So what we said is the actual purchase of the portfolio is going to be either the first quarter of this year or the first quarter of 2015. So when we'll actually start processing as if we're Esso, it will be on their existing systems. And then we'll start migrating over onto our platforms in '15, moving into '16.

So there will be a process to actually do that conversion. And we're not specific yet as to the time frame. We're still working that out as part of the longer-term project plan..

Okay, understand. And then a follow-up to that.

Also, sort of related to Esso, can you comment on how much of the costs, the development costs, you're using to integrate Esso and put those capabilities in place for Europe, could be possibly cross purpose if you do additional deals in Europe? For example, facilities, operations, management and things like that, that are not specific to Esso..

I would say that the majority of what we're putting in place could be used for other customers. Very basic things like legal entities and tax structures, obviously, can be reused. The platform for pretty much any of these large oil companies, you always have to do some customization.

And whoever the next customer is would likely have the same kind of thing. But the basics, the real core of the processing platform would be able to be reused..

Your next question is from David Togut with Evercore..

Quick question on European regulatory, I guess focused on commercial cards, the European Parliament inserted commercial cards into the regulatory package back in April.

And I'm just wondering, does that have any impact on your Esso Card business and/or the way you think of expanding in Europe in the commercial card business if commercial card interchange is regulated?.

Yes, so on -- lands end, there's a bunch of different pieces to this. So the commercial cards were introduced as part of the change that is still getting really fought in the European regulatory market. So it's not a foregone conclusion that it's going to be included. They're still having a lot of debate over that.

If it were to be included, it is -- it would affect the business that we have, which is still relatively small within the European market on our open loop products. And so that's something that we would have to plan around to make sure that we were making changes to the underlying business model, but we have a number of years to do that.

And again, it's still a very small part our business overall. On the fleet card side, our model with Esso is that we're actually buying fuel and reselling it, which is a traditional model in that marketplace over there. So the interchange rules wouldn't really be applicable in this case..

I see.

So as you think about expansion, though, generally, in Europe, would you be able to modify your model to the extent you're looking at expansion generally into commercial cards? For example, could you charge on a different basis x interchange?.

Yes. I think that that's what everyone is looking at in that marketplace. And there's enough of the lead time that you can make changes to that model. They're talking about an invitation that would still be out a couple of years in most likely scenarios.

So the idea of trying to change the revenue stream, which is what we've seen in Australia, our business in Australia went through the same type of regulatory change. And what they ended up doing there was transferring fees into more of a card-based fee that goes to the end user as opposed to coming to interchange.

And so I think that there are a lot of options still available, but it's pretty early still because they haven't gone through the whole regulatory approval process yet..

That's helpful. Just a segue onto the virtual card. You were just mentioning some of the competitive advantages of the virtual card. Could you maybe just highlight the top 2 or 3 that you see? I'm just trying to understand the sustainability of the growth in that product over the next, let's say, 1 to 3 years..

Yes. And I would say it's kind of a proof point. We have often gone in with these businesses, and we'll do a side-by-side comparison, whether they're actually doing a demo of our product with another competitive product.

And the places where we differentiate ourselves and, ultimately, we've been able to win are largely around the amount of control and integration that we have back to the, let's say, the online travel agency, meaning that we can lock things down within specific currencies locally, within limits that the individual OTA is looking for.

And we do it in a way that's highly integrated into their systems so that they are able to reduce their overall administrative costs. So it's really ease-of-use of the product, and then just overall service responsiveness. It's something that we pride ourselves on across all of our products that we are providing a superior level of service..

Just a final question on that.

Is virtual card targeted exclusively to OTAs? Or will you also look at, let's say, large brick-and-mortar, multinational travel agencies?.

Yes. So actually, we have customers outside of the OTA marketplace, particularly in Europe. And we've been successful in winning that business with the same underlying value proposition. What you're really trying to create is efficiencies and control back to the business.

And so the places that we -- if you just look at the sheer size of the volume that we have, it's being driven largely by the OTAs just because of the size of their businesses. But there is a mix in the underlying base of our business that will continue to grow that's built on non-OTA business get further into the travel industry..

Your next question is from Sanjay Sakhrani with KBW..

I guess most of my questions have been answered, but I just had a couple. I guess, Melissa, you talked about the strength in the fleet business being driven by, I guess, share gains. I was just wondering if you could disaggregate kind of Fleet One contribution versus kind of other, maybe you can start there..

I'd say, both of those businesses are growing well, I'd say, in different ways. The fleet business, we've clearly had some momentum with some of the large contract signings we had towards the end of last year, as they have converted over, but then in addition to that, a number of wins within that business.

And on the OTR business, I'd say the same thing. They have typically gone after smaller fleets. And so they're aggregating a bunch of smaller wins. I'm calling out some of the larger ones because that is something that we brought into that business model.

We're bringing the focus more upmarket into some of these partner relationships, which is new to their model. So both of the businesses are growing. I would say that the rates of growth are fairly similar..

And when we think about the OTR business, do you feel comfortable in your position there? And do you think organic -- growing it organically is probably the best route? Or you would consider acquisitions there as well?.

I'd say that we feel very good about the growth that we've had in business and our prospects going forward. We are always going to be interested in looking at the broader marketplace. If it's appropriate, meaning the right size, the right economics, right growth profile, it has to meet a bunch of criteria for us.

But in general, I'd say that we feel like we're pretty well positioned in that marketplace with Fleet One as is..

Okay. And I guess I have one on expenses. Maybe if we could just pull up a little bit and think through all of the spread expenses you guys are incurring for all the various initiatives and items.

I was just wondering, I know we talked at length about Exxon on this call, but maybe you could just address some of the other items as well, like Evolution1 and when we could expect to see some kind of operating leverage or expense saves that you guys have talked about. Shell, I know you guys have been investing OTA internationally.

I mean, are there still costs related to that? So maybe you could just go through that; that would be great..

Picking up on some of the projects that you mentioned, I'd say, for the Shell project, you're going to see that coming through in salary, primarily, obviously, capital, as we develop stuff internally. There's some service fees in there as well for some services that we buy out related to the program.

We've actually been working on that for the majority of this year. So we weren't really talking about it much, obviously, in the early part of the year, but that's really been embedded in our numbers kind of all along. The investments to globalize the virtual card business were a pretty big driver last year.

I'd say that was largely completed last year. There are still some this year, but they're a pretty small amount that are embedded in the results this year. And then Evolution1, obviously, there are some diligence-related things in here. And we had one deal-related expense that we excluded from our earnings. But all in, diligence happens.

Sometimes we are able to announce a completed deal, and sometimes we do due diligence and don't announce a completed deal. So I would say that this expense is clearly in the second quarter numbers. There are expenses in the first quarter numbers as well that we didn't announce.

So not a big driver, I would say, of any kind of the changes that you're seeing..

Okay.

So then just as we look ahead to next year, it's really just Esso?.

Yes, yes, Esso and Shell. I mean, they kind of go a bit hand-in-hand, right? We're developing some common things for each of the portfolios, and then there's customization for each of them as well..

But Esso is by far the larger deal..

And your final question is from the line of Tim Willi with Wells Fargo..

A quick question. On Fleet One -- I apologize if it came up, I've been bouncing around some calls here.

But could you just talk about, I guess, in general, sort of the momentum around sales that you guys have seen now you've done that for a couple of years, I guess? And just if there's any thoughts around the size of the fleet that you're finding more or less success with, given Fleet One was historically, I guess, a little bit more focused on the smaller-sized fleets? And any efforts to go upstream?.

Yes. So in general, most of the business is still coming from smaller fleets. And so they are continuing to add business on a regular basis under that model. What we have done is really brought them more upmarket, looking at some of these larger customers.

And I talked about it more because I think of those as revenue synergies, the things that we brought to the table from our existing knowledge and the way that we go to market. And this last quarter, we talked about a private label deal. We talked about a co-branded deal.

So we're starting to see the leverage of how we go to market being applied into Fleet One and creating new opportunities that they wouldn't have done prior to our ownership. So think of that as just a net positive.

But the fundamentals of their business, the core customer that they're going after, I'd say the majority of the time, they're still going after smaller fleets. We just had success also going after some of these larger ones as well..

Okay, great. And then a quick one on virtual. You also have focus -- I shouldn't say, focused efforts, but you also have talked about education and insurance with that product. I'm just curious about any updates or developments around those 2 market verticals. It would be of interest.

I know health care and travel got a lot of attention, but do you have efforts in other areas as well?.

Yes, and we've continued to win business on the insurance side. It just gets overshadowed by the size of what we're winning on the travel piece of our business. So I'd say it's continued to -- area of focus. We've also won business on the media side. There's a number of industries that we're having success in.

But I haven't highlighted them because they're not big enough yet for us to really have a broader discussion. But our salespeople are out there, working across a large portfolio of customer types..

Is there any thought of -- I think, years ago, before the housing crash, you were fairly far down the road with the card, I think, geared towards contracting industry and construction industry. I think Comdata has got a product that's reasonably successful there.

Any thoughts about bringing that product back? Or is it likely not on the drawing board right now?.

I think right now, we're really focused on making sure that we're successful in the industries that we're in. So heavy focus on health care, heavy focus on travel and on fleet, including the OTR business. And so those are where we're primarily focused. We'll continue to test in some of these other marketplaces.

And to the extent that we see success, roll that out over time. But I would say kind of in the immediate future, the places that we're spending time are the places that we expect to be really heavily focused..

I'd like to turn the conference back over to our presenters for closing remarks..

Okay, that concludes our call. Thank you very much for joining us. Thank you for your time and attention. Bye, now..

Thank you, ladies and gentlemen. This does conclude today's conference call. You may now disconnect your lines. Presenters, please hold..