WEX Inc 8-K, filed Feb 24, 2021
WEX Inc. (WEX)
8-K
2021-02-24
For: 2021-02-24
View Original
Added on
April 08, 2026
About this 8-K
WEX Inc filed this 8-K on February 24, 2021.
Items reported
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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(Former name or former address if changes since last report)
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter)
or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or
revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 7.01 Regulation FD Disclosure.
WEX Inc. (the “Company”) is furnishing under this Item 7.01, a copy of a slide deck presentation to be made available in conjunction with the Company’s
earnings call, on February 24, 2021, for the three months and full year ended December 31, 2020. The presentation is incorporated by reference with this Form 8-K and has also been posted to the Company’s website. All information in Exhibit 99.1 is
presented as of the particular date or dates referenced in it, and the Company does not undertake any obligation to, and disclaims any duty to, update any of the information provided.
The information in this Current Report on Form 8-K under Item 7.01, including the attached Exhibit 99.1, is being “furnished” and shall not be deemed to be
“filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of such section. Furthermore, the information shall not be deemed incorporated by reference in any filing under the
Securities Act of 1933, as amended, unless specifically identified as being incorporated by reference.
Item 9.01 Financial Statements and Exhibits.
(c) See attached Exhibit Index.
EXHIBIT INDEX
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Exhibit No.
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Description
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934 the registrant has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
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WEX INC.
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Date: February 24, 2021
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By:
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/s/ Roberto Simon
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Roberto Simon
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Chief Financial Officer
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Exhibit 99.1
WEX Fourth Quarter 2020 Earnings February 24, 2021
These earnings materials contains forward-looking statements, including statements regarding: assumptions
underlying the Company's future financial performance, future operations; future growth opportunities and expectations; expectations for future revenue performance, future impacts from areas of investment, expectations for the macro
environment; and, expectations for volumes. Any statements that are not statements of historical facts may be deemed to be forward-looking statements. When used in this earnings release, the words “anticipate,” “believe,” “continue,” “could,”
“estimate,” “expect,” “intend,” “may,” “plan,” “project” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such words. These forward-looking statements are subject
to a number of risks and uncertainties that could cause actual results to differ materially, including: the extent to which the coronavirus (COVID-19) pandemic and measures taken in response thereto impact our business, results of operations
and financial condition in excess of current expectations; the effects of general economic conditions on fueling patterns as well as payment and transaction processing activity; the impact of foreign currency exchange rates on the Company’s
operations, revenue and income; changes in interest rates; the impact of fluctuations in fuel prices, including the impact of any continued reductions in fuel price and the resulting impact on our revenues and net income; changes or limitations
on interchange fees; failure to comply with the applicable requirements of MasterCard or Visa contracts and rules; the effects of the Company’s business expansion and acquisition efforts; potential adverse changes to business or employee
relationships, including those resulting from the completion of an acquisition; competitive responses to any acquisitions; uncertainty of the expected financial performance of the combined operations following completion of an acquisition; the
failure to complete or successfully integrate the Company’s acquisitions or the ability to realize anticipated synergies and cost savings from such transactions; unexpected costs, charges or expenses resulting from an acquisition, specifically
including the recent eNett and Optal acquisitions; the Company’s failure to successfully acquire, integrate, operate and expand commercial fuel card programs; the failure of corporate investments to result in anticipated strategic value; the
impact and size of credit losses; the impact of changes to the Company’s credit standards; breaches of the Company’s technology systems or those of our third-party service providers and any resulting negative impact on our reputation,
liabilities or relationships with customers or merchants; the Company’s failure to maintain or renew key commercial agreements; failure to expand the Company’s technological capabilities and service offerings as rapidly as the Company’s
competitors; failure to successfully implement the Company’s information technology strategies and capabilities in connection with its technology outsourcing and insourcing arrangements and any resulting cost associated with that failure; the
actions of regulatory bodies, including banking and securities regulators, or possible changes in banking or financial regulations impacting the Company’s industrial bank, the Company as the corporate parent or other subsidiaries or affiliates;
legal, regulatory, political and economic uncertainty surrounding the United Kingdom’s departure from the European Union and the resulting trade agreement; the impact of the future transition from LIBOR as a global benchmark to a replacement
rate; the impact of the Company’s presently outstanding notes on its operations; the impact of increased leverage on the Company’s operations, results or borrowing capacity generally, and as a result of acquisitions specifically; the impact of
sales or dispositions of significant amounts of our outstanding common stock into the public market, or the perception that such sales or dispositions could occur; the possible dilution to our stockholders caused by the issuance of additional
shares of common stock or equity-linked securities, as result of our convertible notes or otherwise; the incurrence of impairment charges if our assessment of the fair value of certain of our reporting units changes; the uncertainties of
litigation; as well as other risks and uncertainties identified in Item 1A of our annual report for the year ended December 31, 2019, filed on Form 10-K with the Securities and Exchange Commission on February 28, 2020 and Item 1A of our
quarterly reports for the quarters ended June 30, 2020 and September 30, 2020, filed on Forms 10-Q with the Securities and Exchange Commission on August 5, 2020 and November 9, 2020, respectively. The Company's forward-looking statements do not
reflect the potential future impact of any alliance, merger, acquisition, disposition or stock repurchases. The forward-looking statements speak only as of the date of these earnings materials and undue reliance should not be placed on these
statements. The Company disclaims any obligation to update any forward-looking statements as a result of new information, future events or otherwise.Non-GAAP Information:For additional important information and disclosure regarding our use of
non-GAAP metrics, specifically adjusted net income, please see our most recent earnings release, issued on February 24, 2021. See the Appendix to this presentation for an explanation and reconciliation of non-GAAP adjusted net income
attributable to shareholders (or "adjusted net income" or “ANI”) to GAAP net income attributable to shareholders and ANI per diluted share to GAAP net income per diluted share.Note: The Company rounds amounts in the consolidated financial
statements to thousands and calculates all percentages and per-share data from underlying whole-dollar amounts. Thus, certain amounts may not foot, crossfoot, or recalculate exactly based on reported numbers due to rounding. WEX
Forward-Looking Statements
4Q2020 Highlights Fleet Travel & Corporate Health & Employee Benefits Down 9.3%
Down 44.7% Down 31.3% 4Q2020 Segment Revenue Growth Vs. 4Q2019 +6.4% -22.0% -9.7% US Healthcare up 12% Note: In the fourth quarter of 2019, we had a negative $14 million revenue recognition adjustment that also reduced sales and
marketing expenses by the same amount.(1) Represents US Healthcare purchase volume only (1) (1) (1)
Full Year 2020 Highlights Fleet Travel & Corporate Health & Employee
Benefits Down 9.5% Down 32.4% 2020 Segment Revenue Growth Vs. 2019 +14.6% -24.5% -11.6% US Healthcare up 18% Down 34.2% (1) Health and Employee Benefits segment represents US Healthcare purchase volume only (1) (1) (1)
Strategy Highlights 2020 HIGHLIGHTS Strong new customer signings in each line of businessContinued to
experience strong organic revenue growth in US Healthcare and Corporate PaymentsCloud migration continued - now ~ 2/3 of volume in the cloudAnother positive enrollment season for US Health business Continued execution of M&A strategy with
eNett and Optal acquisition as well as Healthcare Bank HSA assetsEmployee resource groups support more than 400 employees OUR VALUES INNOVATION / EXECUTION / INTEGRITY / RELATIONSHIPS / COMMUNITY STRATEGIC PILLARS
Executing on the WEX Strategy 2021 TECHNOLOGY FOCUS CONTINUE TO WIN IN THE
MARKETPLACE Data LakeMachine LearningArtificial IntelligenceMicroservicesCloud Native Capabilities
Weekly Volume Metrics Key UpdatesYear-to-date domestic fuel price is $2.55Volume from eNett and Optal
showing same pattern as WEX travel volumes over the last several months Fleet Payment Processing Gallon Volume & Travel and Corporate Payments Spend Volume
Weekly Volume Metrics Key UpdatesSaaS account growth - driver of 2/3 of revenue - remains
strong SaaS Account Growth and Health Spend Volume US Health Spend Volume % Change Y-o-Y
WEX Full Year and Fourth Quarter 2020 Financial Results
Company Results - Full Year 2020 (In thousands except per share data) 2020 2019 $ ∆ Yr/Yr % ∆
Yr/Yr Total Revenue $1,559,869 $1,723,691 $(163,822) (9.5)% Net (loss) income attributable to shareholders ($243,638) $99,006 $(342,644) NM Net (loss) income attributable to shareholders per diluted
share ($5.56) $2.26 $(7.82) NM Adjusted net income attributable to shareholders $268,324 $402,673 $(134,349) (33.4)% Adjusted net income attributable to shareholders per diluted share $6.06 $9.20 ($3.14) (34.1)% Annual
revenue down due to the impacts of COVID 19 In thousands except per diluted share data NM = Not meaningful
Company Results - 4Q 2020 (In thousands except per share data) 4Q20 4Q19 $ ∆ Yr/Yr % ∆ Yr/Yr Total
Revenue $398,990 $440,045 $(41,055) (9.3)% Net (loss) income attributable to shareholders $(234,200) $54,446 $(288,646) NM Net (loss) income attributable to WEX Inc. per diluted
share ($5.30) $1.24 $(6.54) NM Adjusted net income attributable to shareholders $64,831 $114,722 $(49,891) (43.5)% Adjusted net income attributable to shareholders per diluted
share $1.45 $2.61 ($1.16) (44.4)% Sequential improvement in revenue shows slow return of demand Note: In the fourth quarter of 2019, we had a negative $14 million revenue recognition adjustment that also reduced sales and marketing
expenses by the same amount.In thousands except per diluted share data NM = Not meaningful
Revenue Breakdown - 4Q 2020 4Q20 4Q19 $ ∆ Yr/Yr % ∆ Yr/Yr Total
Revenue $398,990 $440,045 ($41,055) (9.3)% Segment Revenue Fleet Solutions $235,379 $260,773 ($25,394) (9.7)% Travel and Corporate Solutions $74,690 $95,700 ($21,010) (22.0)% Health and Employee Benefit
Solutions $88,921 $83,572 $5,349 6.4% OTR, Corporate Payments and US Health Business bright spots in 2020 In thousands unless otherwise noted Note: In the fourth quarter of 2019, we had a negative $14 million revenue recognition
adjustment that also reduced sales and marketing expenses by the same amount.
Fleet Solutions 4Q20 4Q19 $ ∆ Yr/Yr % ∆ Yr/Yr Total Segment Revenue
($) 235,379 260,773 (25,394) (9.7)% Payment Processing Revenue ($) 98,955 103,831 (4,876) (4.7)% Finance Fee Revenue ($) 53,373 71,015 (17,642) (24.8)% All Other Revenue ($) 83,051 85,927 (2,876) (3.3)% Payment
Processing Transactions 118,287 126,666 (8,379) (6.6)% Net Payment Processing Rate (%) 1.27% 1.10% 0.17% 15.5% Average US Fuel Price (USD/gallon) $2.26 $2.80 $(0.54) (19.3)% Net Late Fee Rate
(%) 0.54% 0.65% (0.11)% (16.9)% Solid OTR revenue and transaction growth offset by declines in local fleets In thousands unless otherwise noted Note: In the fourth quarter of 2019, we had a negative $14 million revenue recognition
adjustment that also reduced sales and marketing expenses by the same amount.
Travel and Corporate Solutions 4Q20 4Q19 $ ∆ Yr/Yr % ∆ Yr/Yr Total Segment Revenue
($) 74,690 95,700 (21,010) (22.0)% Payment Processing Revenue ($) 62,376 80,986 (18,610) (23.0)% All Other Revenue ($) 12,314 14,714 (2,400) (16.3)% Purchase Volume ($) 4,968,321 9,635,211 (4,666,890) (48.4)% Net
Interchange Rate (%) 1.26% 0.84% 0.42% 50.0% Continued strength from US corporate payments business In thousands unless otherwise noted
Health and Employee Benefit Solutions 4Q20 4Q19 $ ∆ Yr/Yr % ∆ Yr/Yr Total Segment Revenue
($) 88,921 83,572 5,349 6.4% Payment Processing Revenue ($) 14,985 14,395 590 4.1% Account Servicing Revenue ($) 64,432 57,142 7,290 12.8% All Other Revenue ($) 9,504 12,035 (2,531) (21.0)% Purchase Volume *
($) 1,074,977 1,047,939 27,038 2.6% Average Number of SaaS Accounts* 14,502 13,391 1,111 8.3% Strong US Health revenue growth In thousands unless otherwise noted* US Only
Selected Operating Expenses Fleet credit losses at 6.9 basis points vs 18.5 last yearOperating interest
down due to lower interest rates and lower deposits at WEX Bank General and Administrative expenses increased due to eNett/Optal deal and stock compensationSales and marketing expenses increased due to accounting change last year, higher
partner rebates and expected increases in Fleet and Health segmentsLegal settlement relates to estimated apportionment of the total eNett and Optal purchase price attributed to litigation settlement with the remainder attributed to purchase
price of the companiesImpairment charge is related to European fuel business primarily due to pandemic related volume declines (In thousands) 4Q20 4Q19 $ ∆ Yr/Yr % ∆ Yr/Yr Processing
costs $ 111,889 $ 111,543 $ 346 0.3 % Service fees $ 12,954 $ 13,679 $ (725) (5.3) % Provision for credit losses $ 11,592 $ 18,194 $ (6,602) (36.3) % Operating
interest $ 3,659 $ 10,150 $ (6,491) (64.0) % General and administrative $ 94,677 $ 69,732 $ 24,945 35.8 % Sales and marketing $ 78,566 $ 49,230 $ 29,336 59.6 % Legal
settlement $ 162,500 $ — $ 162,500 NM Impairment charges $ 53,378 $ — $ 53,378 NM Cost of services Selling general and administrative Selected Operating Expenses (GAAP) NM = Not meaningful Impairment
charge and legal settlement
Tax Rate Key UpdatesANI tax rate of 22.4% vs 24.7% last yearBenefit from Jurisdictional earnings mix
Benefit from finalizing U.S. tax return GAAP tax rate of 7% vs 26.9% last yearCompany's loss position impacted by non-deductible expenses
Additional Balance Sheet Items Key UpdatesCorporate cash1 balance was approximately
$642 millionRemaining borrowing capacity of $818 million on credit facilityRedemption of $400M 4.75% notes planned for March 2021Leverage ratio 3.7X, up from 3.5X in Q4 last year due to the acquisition of eNett and Optal which closed during
Q4 1 Corporate cash is calculated in accordance with the terms of our consolidated leverage ratio in the Company’s amended 2016 Credit Agreement as filed with the SEC2 Total financing debt includes drawn amounts on Revolving Line of Credit,
Term A, Term B, Notes and Convertible Notes 2
Appendix
The Company's non-GAAP adjusted net income excludes unrealized gains and losses on financial instruments,
net foreign currency gains and losses, acquisition-related intangible amortization, other acquisition and divestiture related items, legal settlement, stock-based compensation, restructuring and other costs, loss on sale of subsidiary,
impairment charges, debt restructuring and debt issuance cost amortization, non-cash adjustments related to the tax receivable agreement, similar adjustments attributable to our non-controlling interests and certain tax related items. The
Company's non-GAAP adjusted operating income excludes acquisition-related intangible amortization, other acquisition and divestiture related items, legal settlement, loss on sale of subsidiary, stock-based compensation, restructuring and other
costs, debt restructuring costs and impairment charges. Total segment adjusted operating income incorporates these same adjustments and further excludes unallocated corporate expenses.Although adjusted net income, adjusted operating income and
total segment adjusted operating income are not calculated in accordance with GAAP, these non-GAAP measures are integral to the Company's reporting and planning processes and the chief operating decision maker of the Company uses segment
adjusted operating income to allocate resources among our operating segments. The Company considers these measures integral because they exclude the above specified items that the Company's management excludes in evaluating the Company's
performance. Specifically, in addition to evaluating the Company's performance on a GAAP basis, management evaluates the Company's performance on a basis that excludes the above items because: Exclusion of the non-cash, mark-to-market
adjustments on financial instruments, including interest rate swap agreements and investment securities, helps management identify and assess trends in the Company's underlying business that might otherwise be obscured due to quarterly non-cash
earnings fluctuations associated with these financial instruments. Additionally, the non-cash mark-to-market adjustments on financial instruments are difficult to forecast accurately, making comparisons across historical and future quarters
difficult to evaluate.Net foreign currency gains and losses primarily result from the remeasurement to functional currency of cash, accounts receivable and accounts payable balances, certain intercompany notes denominated in foreign currencies
and any gain or loss on foreign currency hedges relating to these items. The exclusion of these items helps management compare changes in operating results between periods that might otherwise be obscured due to currency fluctuations. The
Company considers certain acquisition-related costs, including certain financing costs, investment banking fees, warranty and indemnity insurance, certain integration related expenses and amortization of acquired intangibles, as well as gains
and losses from divestitures, to be unpredictable, dependent on factors that may be outside of our control and unrelated to the continuing operations of the acquired or divested business or the Company. In addition, the size and complexity of
an acquisition, which often drives the magnitude of acquisition-related costs, may not be indicative of such future costs. The Company believes that excluding acquisition-related costs and gains or losses of divestitures facilitates the
comparison of our financial results to the Company's historical operating results and to other companies in our industry. Legal settlement represents the consideration paid to the sellers of eNett and Optal in excess of the businesses' fair
values. Management has elected to exclude this item as the charge is nonrecurring and does not reflect future operating expenses resulting from this acquisition.The loss on sale of subsidiary relates to the divestiture of the Company's former
Brazilian subsidiary as of the date of sale, September 30, 2020, and the associated write-off of its assets and liabilities. As previously discussed, gains and losses from divestitures are considered by the Company to be unpredictable and
dependent on factors that may be outside of our control. The exclusion of these gains and losses are consistent with the Company's practice of excluding other non-recurring items associated with strategic transactions. Stock-based compensation
is different from other forms of compensation as it is a non-cash expense. For example, a cash salary generally has a fixed and unvarying cash cost. In contrast, the expense associated with an equity-based award is generally unrelated to the
amount of cash ultimately received by the employee, and the cost to the Company is based on a stock-based compensation valuation methodology and underlying assumptions that may vary over time.We exclude restructuring and other costs when
evaluating our continuing business performance as such items are not consistently occurring and do not reflect expected future operating expense, nor do they provide insight into the fundamentals of current or past operations of our business.
This also includes costs related to certain identified initiatives, including technology initiatives, to further streamline the business, improve the Company's efficiency, create synergies, and globalize the Company's operations, all with an
objective to improve scale and efficiency and increase profitability going forward. For the twelve months ended December 31, 2020, other costs include certain costs incurred in association with COVID-19, including the cost of providing
additional health, welfare and technological support to our employees as they work remotely.Impairment charges represent non-cash asset write-offs, which do not reflect recurring costs that would be relevant to the Company's continuing
operations. The Company believes that excluding these nonrecurring expenses facilitates the comparison of our financial results to the Company's historical operating results and to other companies in its industry. Debt restructuring and debt
issuance cost amortization are unrelated to the continuing operations of the Company. Debt restructuring costs are not consistently occurring and do not reflect expected future operating expense, nor do they provide insight into the
fundamentals of current or past operations of our business. In addition, since debt issuance cost amortization is dependent upon the financing method, which can vary widely company to company, we believe that excluding these costs helps to
facilitate comparison to historical results as well as to other companies within our industry.The adjustments attributable to non-controlling interests, including adjustments to the redemption value of a non-controlling interest and non-cash
adjustments related to the tax receivable agreement, have no significant impact on the ongoing operations of the business. The tax related items are the difference between the Company’s U.S. GAAP tax provision and a pro forma tax provision
based upon the Company’s adjusted net income before taxes as well as the impact from certain discrete tax items. The methodology utilized for calculating the Company’s adjusted net income tax provision is the same methodology utilized in
calculating the Company’s U.S. GAAP tax provision. The Company does not allocate certain corporate expenses to our operating segments, as these items are centrally controlled and are not directly attributable to any reportable segment. For the
same reasons, WEX believes that adjusted net income, adjusted operating income and total segment adjusted operating income may also be useful to investors when evaluating the Company's performance. However, because adjusted net income, adjusted
operating income and total segment adjusted operating income are non-GAAP measures, they should not be considered as a substitute for, or superior to, net income, operating income or cash flows from operating activities as determined in
accordance with GAAP. In addition, adjusted net income, adjusted operating income and total segment adjusted operating income as used by WEX may not be comparable to similarly titled measures employed by other companies. WEX Non-GAAP
Reconciliation
WEX Non-GAAP Reconciliation Three Months Ended December
31, Year Ended December 31, 2020 2019 2020 2019 (In thousands except per share
data) per diluted share per dilutedshare per diluted share per dilutedshare Net (loss) income attributable to
shareholders $ (234,200) (234,200 $ (5.30) (5.30 $ 54,446 54,446 $ 1.24 1.24 $ (243,638) (243,638) $ (5.56) (5.56 $ 99,006 99,006 $ 2.26 Unrealized (gains) losses on financial
instruments (5,079) (0.11) (4,424) (0.10) 27,036 0.62 34,654 0.79 Net foreign currency (gains)
losses (6,190) (0.14) (12,822) (0.29) 25,783 0.59 926 0.02 Acquisition–related intangible
amortization 43,297 0.98 42,929 0.98 171,144 3.90 159,431 3.64 Other acquisition and divestiture related
items 21,782 0.49 12,971 0.30 57,787 1.32 37,675 0.86 Legal
settlement 162,500 3.68 — — 162,500 3.71 — — Stock–based
compensation 20,782 0.47 12,555 0.29 65,841 1.50 47,511 1.09 Restructuring and other
costs 5,575 0.13 12,192 0.28 13,555 0.31 25,106 0.57 Loss on sale of
subsidiary — — — — 46,362 1.06 — — Impairment charges 53,378 1.21 — — 53,378 1.22 — — Debt restructuring
and debt issuance cost amortization 30,074 0.68 2,804 0.06 40,063 0.91 21,004 0.48 Non-cash adjustments related to tax receivable
agreement (491) (0.01) (932) (0.02) (491) (0.01) (932 ) (0.02) ANI adjustments attributable to non–controlling
interests 9,191 0.21 9,161 0.21 (42,910) (0.98) 53,035 1.21 Tax related
items (35,788) (0.81) (14,158) (0.32) (108,086) (2.47) (74,743 ) (1.71) Dilutive impact of stock
awards — (0.03) — — — (0.06) — — Adjusted net income attributable to
shareholders $ 64,831 $ 1.45 $ 114,722 $ 2.61 $ 268,324 $ 6.06 $ 402,673 $ 9.20