8-K
WEX Inc. (WEX)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15\(d\) of the Securities Exchange Act of 1934
| Date of Report (Date of earliest event reported) | October 27, 2022 |
|---|

| WEX Inc. | ||
|---|---|---|
| (Exact name of registrant as specified in its charter) | ||
| Delaware | 001-32426 | 01-0526993 |
| --- | --- | --- |
| (State or other jurisdiction of<br><br> <br>incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
| 1 Hancock Street,<br> Portland, Maine | 04101 | |
| --- | --- | |
| Address of principal executive offices | Zip Code | |
| Registrant's telephone number, including area code | (207) 773-8171 | |
| --- | --- | |
| (Former name or former address if changes since last report) | ||
| --- |
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:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common Stock, $0.01 par value | WEX | New York Stock Exchange |
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 2.02 Results of Operations and Financial Condition.
On October 27, 2022, WEX Inc. (the “Company”) issued a news release announcing its third-quarter 2022 results. A copy of the release is attached as Exhibit 99.1 and is incorporated by reference herein in its entirety.
The information in this item, including Exhibit 99.1, is being furnished, not filed. Accordingly, the information in this item will not be incorporated by reference into any registration statement filed by the Company under the Securities Act of 1933, as amended, unless specifically identified as being incorporated into it by reference.
Item 7.01 Regulation FD Disclosure.
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 October 27, 2022, for the three months ended September 30, 2022. 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 99.2 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 item, including Exhibit 99.2, 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 8.01 Other Events.
On October 27, 2022, the Company issued a press release announcing that the Company’s Board of Directors (the “Board”) has authorized an increase in its current share repurchase program from $150 million to $650 million. In addition, the Board shortened the duration of the program from August 23, 2026 to December 31, 2025. Through the date of this filing, the Company has repurchased $75 million representing 536,566 shares under the current program. Accordingly, the Company now has $575 million of capacity remaining under the current repurchase authorization. The press release is attached hereto as Exhibit 99.3 and is incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(c) See attached Exhibit Index.
EXHIBIT INDEX
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.
| WEX INC. | ||
|---|---|---|
| Date: October 27, 2022 | By: | /s/ Jagtar Narula |
| Jagtar Narula | ||
| Chief Financial Officer |
Exhibit 99.1
WEX Inc. Reports Third Quarter 2022 Financial Results
3Q revenue increased 28% year-over-year to a record $616 million
3Q GAAP net loss was $1.00 per diluted share; 3Q adjusted net income increased 43% year-over-year to $3.51 per diluted share
3Q GAAP operating income margin of 3.5% and adjusted operating income margin of 39.1%
Total volume increased 41% year-over-year to $57.5 billion
Raises full-year 2022 financial guidance
PORTLAND, Maine--(BUSINESS WIRE)--October 27, 2022--WEX (NYSE: WEX), the global commerce platform that simplifies the business of running a business, today reported financial results for the three and nine months ended September 30, 2022.
“I am pleased to report that WEX had record third quarter revenue that exceeded our expectations. We continue to leverage our powerful growth engine to win new customers, expand on relationships with existing customers, and diversify our offerings with compelling new solutions that extend our addressable market,” said Melissa Smith, WEX’s Chair and Chief Executive Officer.
Ms. Smith added, "As we move forward our ability to generate strong cash flows combined with the flexibility and diversity of our business model, gives us confidence in our capacity to invest in the business and return capital to shareholders.”
Third Quarter 2022 Financial Results
Total revenue for the third quarter of 2022 increased 28% to $616.1 million from $482.8 million for the third quarter of 2021. The revenue increase in the quarter includes a $55.7 million favorable impact from fuel prices and spreads and an $11.7 million negative impact from foreign exchange rates.
Net income attributable to shareholders on a GAAP basis decreased by $92.5 million to a net loss of $44.1 million, or $1.00 per diluted share for the third quarter of 2022, compared with net income of $48.3 million, or $1.07 per diluted share, for the third quarter of 2021. The Company's adjusted net income attributable to shareholders, which is a non-GAAP measure, was $157.8 million for the third quarter of 2022, or $3.51 per diluted share, up 43% per diluted share from $111.1 million or $2.45 per diluted share for the same period last year. GAAP operating income margin for the third quarter of 2022 was 3.5% compared to 20.9% for the prior year comparable period. Adjusted operating income margin was 39.1% in the third quarter of 2022 compared to 37.0% for the prior year comparable period. See Exhibit 5 for information on the calculation of adjusted operating income margin. See Exhibit 1 for a full explanation and reconciliation of adjusted net income attributable to shareholders, adjusted net income attributable to shareholders per diluted share and adjusted operating income to the most directly comparable GAAP financial measures.
Third Quarter 2022 Performance Metrics
- Total volume across the Company totaled $57.5 billion, an increase of 41% from the third quarter of 2021.
- Fleet Solutions segment payment processing transactions increased 8% from the third quarter of 2021 to 145.3 million.
- Average number of vehicles serviced was approximately 18.3 million, an increase of 13% from the third quarter of 2021.
- Health and Employee Benefit Solutions’ average number of Software-as-a-Service (SaaS) accounts in the U.S. grew 8% to 18.2 million from 16.9 million in the third quarter of 2021.
- Travel and Corporate Solutions’ segment purchase volume grew 61% to $20.7 billion from $12.8 billion in the third quarter of 2021.
- During the third quarter of 2022 the Company repurchased 434,582 shares of its stock for a total cost of approximately $69 million.
- Cash flow provided by operating activities through the third quarter of this year is $456.6 million. Adjusted free cash flow, which is a non-GAAP measure, is $406.8 million for the same period of time. Please see reconciliation of this non-GAAP measure to operating cash flow in exhibit 1.
“We delivered excellent third quarter results, achieving strong top-line growth while continuing to make good progress on our strategic objectives,” said Jagtar Narula, WEX’s Chief Financial Officer. “As a result, I’m pleased to share that we are again raising our full year guidance.”
Financial Guidance and Assumptions
The Company provides revenue guidance on a GAAP basis and earnings guidance on a non-GAAP basis, due to the uncertainty and the indeterminate amount of certain elements that are included in reported GAAP earnings.
- For the fourth quarter of 2022, the Company expects revenue in the range of $570 million to $580 million and adjusted net income in the range of $3.15 to $3.25 per diluted share.
- For the full year 2022, the Company now expects revenue in the range of $2.302 billion to $2.312 billion, up from the prior guidance range of $2.250 billion to $2.280 billion. Adjusted net income is now expected to be in the range of $13.24 to $13.34 per diluted share, an increase from the prior guidance range of $13.05 to $13.30 per diluted share.
Fourth quarter and full year 2022 guidance is based on assumed average U.S. retail fuel prices of $4.00 and $4.38 per gallon, respectively. The fuel prices referenced above are based on the applicable NYMEX futures price from the week of October 17, 2022. Our guidance assumes approximately 46.3 million fully diluted shares outstanding for the full year.
The Company's adjusted net income guidance, which is a non-GAAP measure, excludes unrealized gains and losses on financial instruments, net foreign currency gains and losses, changes in fair value of contingent consideration, acquisition-related intangible amortization, other acquisition and divestiture related items, stock-based compensation, other costs, impairment charges, debt restructuring and debt issuance cost amortization, adjustments attributable to our non-controlling interests and certain tax related items. We are unable to reconcile our adjusted net income guidance to the comparable GAAP measure without unreasonable effort because of the difficulty in predicting the amounts to be adjusted, including, but not limited to, foreign currency exchange rates, unrealized gains and losses on financial instruments, and acquisition and divestiture related items, which may have a significant impact on our financial results.
Additional Information
Management uses the non-GAAP measures presented within this earnings release to evaluate the Company's performance on a comparable basis. Management believes that investors may find these measures useful for the same purposes, but cautions that they should not be considered a substitute for, or superior to, disclosure in accordance with GAAP.
To provide investors with additional insight into its operational performance, WEX has included in this earnings release in: Exhibit 1, reconciliations of non-GAAP measures referenced in this earnings release; in Exhibit 2, tables illustrating the impact of foreign currency rates and fuel prices for each of our reportable segments for the three and nine months ended September 30, 2022; and in Exhibit 3, a table of selected non-financial metrics for the quarter ended September 30, 2022 and the four preceding quarters. The Company is also providing segment revenue for the three and nine months ended September 30, 2022 and 2021 in Exhibit 4 and information regarding segment adjusted operating income margin and adjusted operating income margin in Exhibit 5.
Conference Call Details
In conjunction with this announcement, WEX will host a conference call today, October 27, 2022, at 10:00 a.m. (ET). As previously announced, the conference call will be webcast live on the Internet, and can be accessed along with the accompanying slides at the Investor Relations section of the WEX website, www.wexinc.com. The live conference call also can be accessed by dialing (888) 510-2008 or (646) 960-0306. The Conference ID number is 2237921. A replay of the webcast and the accompanying slides will be available on the Company's website.
About WEX
WEX (NYSE: WEX) is the global commerce platform that simplifies the business of running a business. WEX has created a powerful ecosystem that offers seamlessly embedded, personalized solutions for its customers around the world. Through its rich data and specialized expertise in simplifying benefits, reimagining mobility and paying and getting paid, WEX aims to make it easy for companies to overcome complexity and reach their full potential. For more information, please visit www.wexinc.com.
Forward-Looking Statements
This earnings release include forward-looking statements including, but not limited to, statements about management’s plan and goals. Any statements in this earnings release that are not statements of historical facts are forward-looking statements. When used in this earnings release, the words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “project”, “will” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such words. Forward-looking statements relate to our future plans, objectives, expectations and intentions and are not historical facts and accordingly involve known and unknown risks and uncertainties and other factors that may cause the actual results or performance to be materially different from future results or performance expressed or implied by these forward-looking statements. The following factors, among others, could cause actual results to differ materially from those contained in forward-looking statements made in this earnings release and in oral statements made by our authorized officers: the effects of general economic conditions, including a decline in demand for fuel, travel related services, or healthcare related services, and payment and transaction processing activity; the impact of the level of, and fluctuations in, fuel prices and fuel spreads, including the resulting impact on the Company’s revenues and net income; the impact and size of credit losses, including losses attributable to fraud; breaches of, or other issues with, the Company’s technology systems or those of its third-party service providers and any resulting negative impact on its reputation, liabilities or relationships with customers or merchants; the actions of regulatory bodies, including banking and securities regulators, and the Company’s and its industrial bank’s responses thereto, 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; failure to expand the Company’s technological capabilities and service offerings as rapidly as the Company’s competitors; the failure to maintain or renew key customer and partner agreements and relationships, or to maintain volumes under such agreements; the failure to comply with the applicable requirements of MasterCard or Visa contracts and rules; changes in interest rates and the rate of inflation; the failure to comply with the Treasury Regulations applicable to non-bank custodians; the extent to which the COVID-19 pandemic, including emergence of new variants, and measures taken in response thereto impact the Company’s employees, business, results of operations and financial condition in excess of current expectations, particularly with respect to demand for worldwide travel; the ability to attract and retain employees; limitations on or compression of interchange fees; the effects of the Company’s business expansion and acquisition efforts; the failure of corporate investments to result in anticipated strategic value; potential adverse changes to business or employee relationships, including those resulting from the completion of an acquisition; uncertainty of the expected financial performance of the combined operations following completion of an acquisition; the failure to realize anticipated synergies and cost savings from the Company’s acquisitions; the impact of changes to the Company’s credit standards; the impact of foreign currency exchange rates on the Company’s operations, revenue and income; the impact of the Company’s debt instruments on the Company’s operations; the impact of 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 the Company’s outstanding common stock into the public market, or the perception that such sales or dispositions could occur; the possible dilution to the Company’s stockholders caused by the issuance of additional shares of common stock or equity-linked securities, whether as result of the Company’s convertible notes or otherwise; the impact of the transition from LIBOR as a global benchmark to a replacement rate; the incurrence of impairment charges if the Company’s assessment of the fair value of certain of its reporting units changes; the uncertainties of litigation; as well as other risks and uncertainties identified in Item 1A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, filed with the Securities and Exchange Commission on March 1, 2022. 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 the initial filing of this earnings release 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.
| WEX INC. | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS | ||||||||||||
| (in thousands, except per share data) | ||||||||||||
| (unaudited) | ||||||||||||
| Three months ended September 30, | Nine months ended September 30, | |||||||||||
| 2022 | 2021 | 2022 | 2021 | |||||||||
| Revenues | ||||||||||||
| Payment processing revenue | $ | 309,032 | $ | 226,126 | $ | 860,815 | $ | 627,941 | ||||
| Account servicing revenue | 138,324 | 137,724 | 415,903 | 389,344 | ||||||||
| Finance fee revenue | 96,698 | 67,769 | 260,590 | 179,421 | ||||||||
| Other revenue | 72,075 | 51,145 | 194,593 | 156,298 | ||||||||
| Total revenues | 616,129 | 482,764 | 1,731,901 | 1,353,004 | ||||||||
| Cost of services | ||||||||||||
| Processing costs | 146,316 | 121,207 | 416,258 | 347,177 | ||||||||
| Service fees | 16,614 | 14,246 | 47,220 | 39,151 | ||||||||
| Provision for credit losses | 54,030 | 14,127 | 121,856 | 32,148 | ||||||||
| Operating interest | 7,887 | 2,124 | 13,384 | 7,019 | ||||||||
| Depreciation and amortization | 27,265 | 28,226 | 79,900 | 83,871 | ||||||||
| Total cost of services | 252,112 | 179,930 | 678,618 | 509,366 | ||||||||
| General and administrative | 86,506 | 79,486 | 248,651 | 245,460 | ||||||||
| Sales and marketing | 80,882 | 82,225 | 235,267 | 246,177 | ||||||||
| Depreciation and amortization | 38,855 | 40,301 | 118,186 | 118,360 | ||||||||
| Impairment charges | 136,486 | — | 136,486 | — | ||||||||
| Operating income | 21,288 | 100,822 | 314,693 | 233,641 | ||||||||
| Financing interest expense | (34,419 | ) | (32,493 | ) | (95,928 | ) | (98,250 | ) | ||||
| Change in fair value of contingent consideration | (30,300 | ) | 2,800 | (135,100 | ) | (44,900 | ) | |||||
| Other income | — | 3,617 | — | 3,617 | ||||||||
| Net foreign currency loss | (23,445 | ) | (9,962 | ) | (37,847 | ) | (11,375 | ) | ||||
| Net unrealized gain on financial instruments | 23,540 | 6,424 | 90,261 | 19,470 | ||||||||
| (Loss) income before income taxes | (43,336 | ) | 71,208 | 136,079 | 102,203 | |||||||
| Income tax expense | 809 | 19,340 | 57,309 | 16,924 | ||||||||
| Net (loss) income | (44,145 | ) | 51,868 | 78,770 | 85,279 | |||||||
| Less: Net income from non-controlling interests | — | 134 | 268 | 1,099 | ||||||||
| Net (loss) income attributable to WEX Inc. | $ | (44,145 | ) | $ | 51,734 | $ | 78,502 | $ | 84,180 | |||
| Change in value of redeemable non-controlling interest | — | (3,416 | ) | 34,245 | (72,283 | ) | ||||||
| Net (loss) income attributable to shareholders | $ | (44,145 | ) | $ | 48,318 | $ | 112,747 | $ | 11,897 | |||
| Net (loss) income attributable to shareholders per share: | ||||||||||||
| Basic | $ | (1.00 | ) | $ | 1.08 | $ | 2.53 | $ | 0.27 | |||
| Diluted | $ | (1.00 | ) | $ | 1.07 | $ | 2.51 | $ | 0.26 | |||
| Weighted average common shares outstanding: | ||||||||||||
| Basic | 44,229 | 44,861 | 44,644 | 44,664 | ||||||||
| Diluted | 44,229 | 45,279 | 44,972 | 45,334 |
| WEX INC. | ||||
|---|---|---|---|---|
| CONDENSED CONSOLIDATED BALANCE SHEETS | ||||
| (in thousands) | ||||
| (unaudited) | ||||
| September 30, <br><br> 2022 | December 31, <br><br> 2021 | |||
| Assets | ||||
| Cash and cash equivalents | $ | 759,375 | $ | 588,923 |
| Restricted cash | 942,132 | 667,915 | ||
| Accounts receivable | 3,830,178 | 2,891,242 | ||
| Investment securities | 1,379,411 | 948,677 | ||
| Securitized accounts receivable, restricted | 143,252 | 125,186 | ||
| Prepaid expenses and other current assets | 144,379 | 77,569 | ||
| Total current assets | 7,198,727 | 5,299,512 | ||
| Property, equipment and capitalized software | 186,819 | 179,531 | ||
| Goodwill and other intangible assets | 4,216,687 | 4,551,353 | ||
| Investment securities | 36,005 | 39,650 | ||
| Deferred income taxes, net | 20,667 | 5,635 | ||
| Other assets | 250,243 | 231,147 | ||
| Total assets | $ | 11,909,148 | $ | 10,306,828 |
| Liabilities and Stockholders’ Equity | ||||
| Accounts payable | $ | 1,561,033 | $ | 1,021,911 |
| Accrued expenses | 567,036 | 476,971 | ||
| Restricted cash payable | 942,153 | 668,014 | ||
| Short-term deposits | 3,145,770 | 2,026,420 | ||
| Short-term debt, net | 156,483 | 155,769 | ||
| Other current liabilities | 41,782 | 50,614 | ||
| Total current liabilities | 6,414,257 | 4,399,699 | ||
| Long-term debt, net | 2,644,478 | 2,695,365 | ||
| Long-term deposits | 489,942 | 652,214 | ||
| Deferred income taxes, net | 155,536 | 192,965 | ||
| Other liabilities | 573,849 | 273,706 | ||
| Total liabilities | 10,278,062 | 8,213,949 | ||
| Redeemable non-controlling interest | — | 254,106 | ||
| Total stockholders’ equity | 1,631,086 | 1,838,773 | ||
| Total liabilities and stockholders’ equity | $ | 11,909,148 | $ | 10,306,828 |
| WEX INC. | ||||||
|---|---|---|---|---|---|---|
| CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS | ||||||
| (in thousands) | ||||||
| (unaudited) | ||||||
| Nine Months Ended September 30, | ||||||
| 2022 | 2021 | |||||
| Cash flows from operating activities | ||||||
| Net income | $ | 78,770 | $ | 85,279 | ||
| Adjustments to reconcile net income to net cash provided by (used for) operating activities: | ||||||
| Change in fair value of contingent consideration | 135,100 | 44,900 | ||||
| Stock-based compensation | 76,760 | 60,250 | ||||
| Depreciation and amortization | 198,086 | 202,231 | ||||
| Gain on sale of equity investment | — | (3,617 | ) | |||
| Amortization of premiums on investment securities | 3,958 | — | ||||
| Debt issuance cost amortization and accretion expense | 12,595 | 13,315 | ||||
| Deferred tax benefit | (54,085 | ) | (8,829 | ) | ||
| Provision for credit losses | 121,856 | 32,148 | ||||
| Impairment charges | 136,486 | — | ||||
| Other non-cash gains | (58,159 | ) | (7,499 | ) | ||
| Changes in operating assets and liabilities, net of effects of acquisitions: | ||||||
| Accounts receivable and securitized accounts receivable | (1,147,791 | ) | (1,138,233 | ) | ||
| Prepaid expenses and other current and other long-term assets | (11,233 | ) | 13,212 | |||
| Accounts payable | 568,438 | 517,455 | ||||
| Accrued expenses and restricted cash payable | 389,896 | 211,855 | ||||
| Income taxes | 10,838 | (12,363 | ) | |||
| Other current and other long-term liabilities | (4,871 | ) | (20,459 | ) | ||
| Net cash provided by (used for) operating activities | 456,644 | (10,355 | ) | |||
| Cash flows from investing activities | ||||||
| Purchases of property, equipment and capitalized software | (75,476 | ) | (55,484 | ) | ||
| Cash proceeds from sale of equity investment | — | 3,117 | ||||
| Purchases of equity securities | (267 | ) | (250 | ) | ||
| Maturities of equity securities | — | 130 | ||||
| Purchases of available-for-sale debt securities | (632,782 | ) | — | |||
| Sales and maturities of available-for-sale debt securities | 47,972 | — | ||||
| Acquisitions, net of cash and restricted cash acquired | (3,338 | ) | (558,247 | ) | ||
| Net cash used for investing activities | (663,891 | ) | (610,734 | ) | ||
| Cash flows from financing activities | ||||||
| Repurchase of share-based awards to satisfy tax withholdings | (17,101 | ) | (23,012 | ) | ||
| Purchase of treasury shares | (149,608 | ) | — | |||
| Proceeds from stock option exercises | 3,779 | 43,744 | ||||
| Net change in deposits | 960,551 | 558,042 | ||||
| Net activity on other debt | 28,448 | 21,500 | ||||
| Borrowings on revolving credit facility | 1,825,400 | 1,176,300 | ||||
| Repayments on revolving credit facility | (1,856,999 | ) | (962,900 | ) | ||
| Borrowings on term loans | — | 112,819 | ||||
| Repayments on term loans | (47,506 | ) | (47,824 | ) | ||
| Redemption of Notes | — | (400,000 | ) | |||
| Debt issuance costs | — | (8,934 | ) | |||
| Net change in securitized debt | 6,417 | 8,004 | ||||
| Net cash provided by financing activities | 753,381 | 477,739 | ||||
| Effect of exchange rates on cash, cash equivalents and restricted cash | (101,465 | ) | (24,037 | ) | ||
| Net change in cash, cash equivalents and restricted cash | 444,669 | (167,387 | ) | |||
| Cash, cash equivalents and restricted cash, beginning of period^(a)^ | 1,256,838 | 1,329,653 | ||||
| Cash, cash equivalents and restricted cash, end of period^(a)^ | $ | 1,701,507 | $ | 1,162,266 |
| Exhibit 1 Reconciliation of Non-GAAP Measures (in thousands, except per share data) (unaudited) | ||||
|---|---|---|---|---|
| Reconciliation of GAAP Net Income Attributable to Shareholders to Adjusted Net Income Attributable to Shareholders | ||||
| Three Months Ended September 30, | ||||
| 2022 | 2021 | |||
| per diluted share | per diluted share | |||
| Net (loss) income attributable to shareholders | $ (44,145) | $ (1.00) | $ 48,318 | $ 1.07 |
| Unrealized gain on financial instruments | (23,540) | (0.53) | (6,424) | (0.14) |
| Net foreign currency loss | 23,445 | 0.53 | 9,962 | 0.22 |
| Change in fair value of contingent consideration | 30,300 | 0.69 | (2,800) | (0.06) |
| Acquisition–related intangible amortization | 42,486 | 0.96 | 46,965 | 1.04 |
| Other acquisition and divestiture related items | 4,142 | 0.09 | 3,395 | 0.07 |
| Stock–based compensation | 27,873 | 0.63 | 22,166 | 0.49 |
| Other costs | 8,806 | 0.20 | 1,711 | 0.04 |
| Impairment charges | 136,486 | 3.09 | — | — |
| Debt restructuring and debt issuance cost amortization | 4,704 | 0.11 | 2,879 | 0.06 |
| ANI adjustments attributable to non–controlling interests | — | — | 2,848 | 0.06 |
| Tax related items | (52,804) | (1.19) | (17,904) | (0.40) |
| Dilutive impact of stock awards^1^ | — | (0.02) | — | — |
| Dilutive impact of convertible debt^2^ | — | (0.05) | — | — |
| Adjusted net income attributable to shareholders | $ 157,753 | $ 3.51 | $ 111,116 | $ 2.45 |
| Nine Months Ended September 30, | ||||
| 2022 | 2021 | |||
| per diluted share | per diluted share | |||
| Net income attributable to shareholders | $ 112,747 | $ 2.51 | $ 11,897 | $ 0.26 |
| Unrealized gain on financial instruments | (90,261) | (2.01) | (19,470) | (0.43) |
| Net foreign currency loss | 37,847 | 0.84 | 11,375 | 0.25 |
| Change in fair value of contingent consideration | 135,100 | 3.00 | 44,900 | 0.99 |
| Acquisition–related intangible amortization | 127,743 | 2.84 | 134,713 | 2.97 |
| Other acquisition and divestiture related items | 15,143 | 0.34 | 28,881 | 0.64 |
| Stock–based compensation | 78,360 | 1.74 | 62,771 | 1.38 |
| Other costs | 24,911 | 0.55 | 15,653 | 0.35 |
| Impairment charges | 136,486 | 3.03 | — | — |
| Debt restructuring and debt issuance cost amortization | 12,677 | 0.28 | 19,432 | 0.43 |
| ANI adjustments attributable to non–controlling interests | (34,587) | (0.77) | 69,854 | 1.54 |
| Tax related items | (97,977) | (2.18) | (82,722) | (1.82) |
| Dilutive impact of convertible debt^2^ | — | (0.08) | — | — |
| Adjusted net income attributable to shareholders | $ 458,189 | $ 10.09 | $ 297,284 | $ 6.56 |
^1^As the Company reported a net loss for the three months ended September 30, 2022 under U.S. Generally Accepted Accounting Principles (“GAAP”), the diluted weighted average shares outstanding equals the basic weighted average shares outstanding for that period. The non-GAAP adjustments described above resulted in adjusted net income attributable to shareholders (versus a loss on a GAAP basis) for the three months ended September 30, 2022. Therefore, dilutive common stock equivalents have been included in the calculation of adjusted diluted weighted average shares outstanding to arrive at adjusted per share data.
^2^During the three and nine months ended September 30, 2022, the dilutive impact of convertible notes has been calculated under the 'if-converted' method in accordance with GAAP. Under such method, $3.8 million and $11.3 million of interest expense associated with our convertible notes, net of tax, was added back to adjusted net income for the three and nine months ended September 30, 2022, respectively, and approximately 1.6 million shares of the Company’s common stock associated with the assumed conversion of the convertible notes as of the beginning of the periods were included in the calculation of adjusted net income per diluted share, as the effect of including such adjustments was dilutive.
| Reconciliation of GAAP Operating Income to Total Segment Adjusted Operating Income and Adjusted Operating Income | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||
| 2022 | 2021 | 2022 | 2021 | |||||||||
| Operating income | $ | 21,288 | $ | 100,822 | $ | 314,693 | $ | 233,641 | ||||
| Unallocated corporate expenses | 23,918 | 20,977 | 63,915 | 54,360 | ||||||||
| Acquisition-related intangible amortization | 42,486 | 46,965 | 127,743 | 134,713 | ||||||||
| Other acquisition and divestiture related items | 4,142 | 7,012 | 15,143 | 32,498 | ||||||||
| Stock-based compensation | 27,873 | 22,166 | 78,360 | 62,771 | ||||||||
| Other costs | 8,806 | 1,711 | 24,911 | 15,653 | ||||||||
| Debt restructuring costs | 72 | 120 | 43 | 6,056 | ||||||||
| Impairment charges | 136,486 | — | 136,486 | — | ||||||||
| Total segment adjusted operating income | $ | 265,071 | $ | 199,773 | $ | 761,294 | $ | 539,692 | ||||
| Unallocated corporate expenses | (23,918 | ) | (20,977 | ) | (63,915 | ) | (54,360 | ) | ||||
| Adjusted operating income | $ | 241,153 | $ | 178,796 | $ | 697,379 | $ | 485,332 |
The Company's non-GAAP adjusted net income excludes unrealized gains and losses on financial instruments, net foreign currency gains and losses, changes in fair value of contingent consideration, acquisition-related intangible amortization, other acquisition and divestiture related items, stock-based compensation, impairment charges, other costs, debt restructuring and debt issuance cost amortization, 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, stock-based compensation, 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 change in fair value of contingent consideration, which is related to the acquisition of certain contractual rights to serve as custodian or sub-custodian to health savings accounts, is dependent upon changes in future interest rate assumptions and has no significant impact on the ongoing operations of the Company. 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.
- 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 on divestitures facilitates the comparison of our financial results to the Company's historical operating results and to other companies in our industry.
- 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.
- 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;
- We exclude certain other costs when evaluating our continuing business performance when such items are not consistently occurring and do not reflect expected future operating expense, nor provide insight into the fundamentals of current or past operations of our business. These include non-recurring professional service costs, 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 nine months ended September 30, 2021, other costs additionally include a penalty incurred on a vendor contract termination.
- 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, have no significant impact on the ongoing operations of the business.
- The tax related items are the difference between the Company’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 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.
Reconciliation of GAAP Operating Cash Flow to Adjusted Free Cash Flow
The Company’s non-GAAP adjusted free cash flow is calculated as cash generated from operations, excluding the change in restricted cash payable, less net purchases (maturities) of available-for-sale debt securities and capital expenditures plus the change in net deposits. Although non-GAAP adjusted free cash flow is not calculated in accordance with GAAP, we feel adjusted free cash flow is a useful measure because: Adjusted free cash flow indicates the level of cash generated by the operations of the business after appropriate reinvestment for recurring investments in property, equipment and capitalized software that are required to operate the business; the activity in restricted cash payable is not able to be used by the Company for general corporate purposes; changes in net deposits occur on a daily basis as a regular part of operations and available for sale investments are made as a result of deposits gathered operationally. We believe this is a useful measure for investors to further evaluate the results of operations. However, because adjusted free cash flow is a non-GAAP measure, it should not be considered as a substitute for, or superior to, operating cash flow as determined in accordance with GAAP. In addition, adjusted free cash flow as used by WEX may not be comparable to similarly titled measures employed by other companies. Refer to our reconciliation below for our calculation of adjusted free cash flow for the nine months ended September 30, 2022 and 2021.
| Nine Months ended September 30, | ||||||
|---|---|---|---|---|---|---|
| 2022 | 2021 | |||||
| Operating cash flow, as reported | $ | 456,644 | $ | (10,355 | ) | |
| Excluding: | ||||||
| (Increases) decreases in restricted cash payable | (350,079 | ) | (148,925 | ) | ||
| Adjusted for certain investing and financing activities: | ||||||
| Increases (decreases) in net deposits | 960,551 | 558,042 | ||||
| Less: Purchases of available-for-sale debt securities, net of sales and maturities | (584,810 | ) | — | |||
| Less: Capital expenditures | (75,476 | ) | (55,484 | ) | ||
| Adjusted free cash flow | $ | 406,830 | $ | 343,278 |
| Exhibit 2 Impact of Certain Macro Factors on Reported Revenue and Adjusted Net Income (in thousands, except per share data) (unaudited) | ||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| The tables below show the impact of certain macro factors on reported revenue: | ||||||||||||||||||
| Segment Revenue Results | ||||||||||||||||||
| Fleet Solutions | Travel and Corporate Solutions | Health and Employee Benefit Solutions | Total WEX Inc. | |||||||||||||||
| Three months ended September 30, | ||||||||||||||||||
| 2022 | 2021 | 2022 | 2021 | 2022 | 2021 | 2022 | 2021 | |||||||||||
| Reported revenue | $ | 378,094 | $ | 286,361 | $ | 113,975 | $ | 91,002 | $ | 124,060 | $ | 105,401 | $ | 616,129 | $ | 482,764 | ||
| FX impact (favorable) / <br><br> unfavorable | $ | 5,270 | $ | — | $ | 6,466 | $ | — | $ | — | $ | — | $ | 11,736 | $ | — | ||
| PPG impact (favorable) / <br><br> unfavorable | $ | (55,726 | ) | $ | — | $ | — | $ | — | $ | — | $ | — | $ | (55,726 | ) | $ | — |
| Segment Revenue Results | ||||||||||||||||||
| Fleet Solutions | Travel and Corporate Solutions | Health and Employee Benefit Solutions | Total WEX Inc. | |||||||||||||||
| Nine Months Ended September 30, | ||||||||||||||||||
| 2022 | 2021 | 2022 | 2021 | 2022 | 2021 | 2022 | 2021 | |||||||||||
| Reported revenue | 1,076,456 | 804,586 | 291,636 | 243,406 | 363,809 | 305,012 | $ | 1,731,901 | $ | 1,353,004 | ||||||||
| FX impact (favorable) / <br><br> unfavorable | $ | 12,203 | $ | — | $ | 10,726 | $ | — | $ | — | $ | — | $ | 22,929 | $ | — | ||
| PPG impact (favorable) / <br><br> unfavorable | $ | (161,068 | ) | $ | — | $ | — | $ | — | $ | — | $ | — | $ | (161,068 | ) | $ | — |
To determine the impact of foreign exchange translation (“FX”) on revenue, revenue from entities whose functional currency is not denominated in U.S. dollars, as well as revenue from purchase volume transacted in non-U.S. denominated currencies, were translated using the weighted average exchange rates for the same period in the prior year, exclusive of revenue derived from acquisitions for one year following the acquisition dates.
To determine the impact of price per gallon of fuel (“PPG”) on revenue, revenue subject to changes in fuel prices was calculated based on the average retail price of fuel for the same period in the prior year for the portion of our business that earns revenue based on a percentage of fuel spend, exclusive of revenue derived from acquisitions for one year following the acquisition dates. For the portions of our business that earn revenue based on margin spreads, revenue was calculated utilizing the comparable margin from the prior year.
The table below shows the impact of certain macro factors on Adjusted Net Income:
| Segment Estimated Adjusted Net Income Impact | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Fleet Solutions | Travel and Corporate Solutions | Health and Employee Benefit Solutions | ||||||||||||
| Three months ended September 30, | ||||||||||||||
| 2022 | 2021 | 2022 | 2021 | 2022 | 2021 | |||||||||
| FX impact (favorable) / unfavorable | $ | 3,262 | $ | — | $ | 5,915 | $ | — | $ | (2 | ) | $ | — | |
| PPG impact (favorable) / unfavorable | $ | (36,643 | ) | $ | — | $ | — | $ | — | $ | — | $ | — | |
| Segment Estimated Adjusted Net Income Impact | ||||||||||||||
| Fleet Solutions | Travel and Corporate Solutions | Health and Employee Benefit Solutions | ||||||||||||
| Nine Months Ended September 30, | ||||||||||||||
| 2022 | 2021 | 2022 | 2021 | 2022 | 2021 | |||||||||
| FX impact (favorable) / unfavorable | $ | 6,157 | $ | — | $ | 8,464 | $ | — | $ | 22 | $ | — | ||
| PPG impact (favorable) / unfavorable | $ | (102,709 | ) | $ | — | $ | — | $ | — | $ | — | $ | — |
To determine the estimated adjusted net income impact of FX on revenue and expenses from entities whose functional currency is not denominated in U.S. dollars, as well as revenue and variable expenses from purchase volume transacted in non-U.S. denominated currencies, amounts were translated using the weighted average exchange rates for the same period in the prior year, net of tax, exclusive of revenue and expenses derived from acquisitions for one year following the acquisition dates.
To determine the estimated adjusted net income impact of PPG, revenue and certain variable expenses impacted by changes in fuel prices were adjusted based on the average retail price of fuel for the same period in the prior year for the portion of our business that earns revenue based on a percentage of fuel spend, net of applicable taxes, exclusive of revenue and expenses derived from acquisitions for one year following the acquisition dates. For the portions of our business that earn revenue based on margin spreads, revenue was adjusted to the comparable margin from the prior year, net of non-controlling interests and applicable taxes.
| Exhibit 3 Selected Non-Financial Metrics (unaudited) | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Q3 2022 | Q2 2022 | Q1 2022 | Q4 2021 | Q3 2021 | |||||||||||
| Fleet Solutions: | |||||||||||||||
| Payment processing transactions (000s) ^(1)^ | 145,257 | 143,163 | 132,663 | 132,894 | 134,029 | ||||||||||
| Payment processing gallons of fuel (000s) ^(2)^ | 3,729,664 | 3,690,875 | 3,549,562 | 3,569,979 | 3,576,781 | ||||||||||
| Average US fuel price (US$ / gallon) | $ | 4.54 | $ | 4.98 | $ | 3.95 | $ | 3.42 | $ | 3.23 | |||||
| Payment processing $ of fuel (000s) ^(3)^ | $ | 17,205,436 | $ | 18,639,733 | $ | 14,390,257 | $ | 12,600,745 | $ | 11,907,220 | |||||
| Net payment processing rate ^(4)^ | 1.10 | % | 1.09 | % | 1.06 | % | 1.16 | % | 1.09 | % | |||||
| Payment processing revenue (000s) | $ | 188,584 | $ | 202,359 | $ | 151,906 | $ | 146,333 | $ | 130,006 | |||||
| Net late fee rate ^(5)^ | 0.48 | % | 0.38 | % | 0.44 | % | 0.48 | % | 0.45 | % | |||||
| Late fee revenue (000s) ^(6)^ | $ | 83,194 | $ | 70,830 | $ | 63,110 | $ | 60,101 | $ | 53,104 | |||||
| Travel and Corporate Solutions: | |||||||||||||||
| Purchase volume (000s) ^(7)^ | $ | 20,656,953 | $ | 17,119,962 | $ | 11,809,450 | $ | 10,916,015 | $ | 12,799,555 | |||||
| Net interchange rate ^(8)^ | 0.49 | % | 0.52 | % | 0.55 | % | 0.63 | % | 0.62 | % | |||||
| Payment solutions processing revenue (000s) | $ | 101,533 | $ | 88,608 | $ | 65,075 | $ | 68,747 | $ | 79,815 | |||||
| Health and Employee Benefit Solutions: | |||||||||||||||
| Purchase volume (000s) ^(9)^ | $ | 1,350,466 | $ | 1,514,004 | $ | 1,630,218 | $ | 1,146,436 | $ | 1,173,913 | |||||
| Average number of SaaS accounts (000s) ^(10)^ | 18,196 | 17,572 | 17,847 | 16,222 | 16,912 |
Definitions and explanations:
^(1)^Payment processing transactions represents the total number of purchases made by fleets that have a payment processing relationship with WEX.
^(2)^Payment processing gallons of fuel represents the total number of gallons of fuel purchased by fleets that have a payment processing relationship with WEX.
^(3)^Payment processing $ of fuel represents the total dollar value of the fuel purchased by fleets that have a payment processing relationship with WEX.
^(4)^Net payment processing rate represents the percentage of the dollar value of each payment processing transaction that WEX records as revenue from merchants, less certain discounts given to customers and network fees.
^(5)^Net late fee rate represents late fee revenue as a percentage of fuel purchased by fleets that have a payment processing relationship with WEX.
^(6)^Late fee revenue represents fees charged for payments not made within the terms of the customer agreement based upon the outstanding customer receivable balance.
^(7)^Purchase volume represents the total dollar value of all WEX issued transactions that use WEX corporate card products and virtual card products.
^(8)^Net interchange rate represents the percentage of the dollar value of each payment processing transaction that WEX records as revenue from merchants, less certain discounts given to customers and network fees.
^(9)^Purchase volume in the Health and Employee Benefit Solutions segment represents the total U.S. dollar value of all transactions where interchange is earned by WEX.
^(10)^Average number of Health and Employee Benefit Solutions accounts represents the number of active Consumer Directed Health, COBRA, and billing accounts on our SaaS platforms in the United States.
| Exhibit 4 | |||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Segment Revenue Information | |||||||||||||||||||
| (in thousands) | |||||||||||||||||||
| (unaudited) | |||||||||||||||||||
| Three months ended September 30, | Increase (decrease) | Nine months ended September 30, | Increase (decrease) | ||||||||||||||||
| Fleet Solutions | 2022 | 2021 | Amount | Percent | 2022 | 2021 | Amount | Percent | |||||||||||
| Revenues | |||||||||||||||||||
| Payment processing revenue | $ | 188,586 | $ | 130,006 | $ | 58,580 | 45 | % | $ | 542,851 | $ | 367,032 | $ | 175,819 | 48 | % | |||
| Account servicing revenue | 41,632 | 43,671 | (2,039 | ) | (5 | ) % | 127,935 | 125,955 | 1,980 | 2 | % | ||||||||
| Finance fee revenue | 96,495 | 67,529 | 28,966 | 43 | % | 259,967 | 178,627 | 81,340 | 46 | % | |||||||||
| Other revenue | 51,381 | 45,155 | 6,226 | 14 | % | 145,703 | 132,972 | 12,731 | 10 | % | |||||||||
| Total revenues | $ | 378,094 | $ | 286,361 | $ | 91,733 | 32 | % | $ | 1,076,456 | $ | 804,586 | $ | 271,870 | 34 | % | |||
| Three months ended September 30, | Increase (decrease) | Nine months ended September 30, | Increase (decrease) | ||||||||||||||||
| Travel and Corporate Solutions | 2022 | 2021 | Amount | Percent | 2022 | 2021 | Amount | Percent | |||||||||||
| Revenues | |||||||||||||||||||
| Payment processing revenue | $ | 101,533 | $ | 79,815 | $ | 21,718 | 27 | % | $ | 255,216 | $ | 205,345 | $ | 49,871 | 24 | % | |||
| Account servicing revenue | 10,748 | 10,908 | (160 | ) | (1 | ) % | 31,906 | 32,817 | (911 | ) | (3 | ) % | |||||||
| Finance fee revenue | 162 | 200 | (38 | ) | (19 | ) % | 519 | 693 | (174 | ) | (25 | ) % | |||||||
| Other revenue | 1,532 | 79 | 1,453 | 1,839 | % | 3,995 | 4,551 | (556 | ) | (12 | ) % | ||||||||
| Total revenues | $ | 113,975 | $ | 91,002 | $ | 22,973 | 25 | % | $ | 291,636 | $ | 243,406 | $ | 48,230 | 20 | % | |||
| Three months ended September 30, | Increase (decrease) | Nine months ended September 30, | Increase (decrease) | ||||||||||||||||
| Health and Employee Benefit Solutions | 2022 | 2021 | Amount | Percent | 2022 | 2021 | Amount | Percent | |||||||||||
| Revenues | |||||||||||||||||||
| Payment processing revenue | $ | 18,913 | $ | 16,305 | $ | 2,608 | 16 | % | $ | 62,748 | $ | 55,564 | $ | 7,184 | 13 | % | |||
| Account servicing revenue | 85,944 | 83,145 | 2,799 | 3 | % | 256,062 | 230,572 | 25,490 | 11 | % | |||||||||
| Finance fee revenue | 41 | 40 | 1 | 3 | % | 104 | 101 | 3 | 3 | % | |||||||||
| Other revenue | 19,162 | 5,911 | 13,251 | 224 | % | 44,895 | 18,775 | 26,120 | 139 | % | |||||||||
| Total revenues | $ | 124,060 | $ | 105,401 | $ | 18,659 | 18 | % | $ | 363,809 | $ | 305,012 | $ | 58,797 | 19 | % |
| Exhibit 5 Segment Adjusted Operating Income and Adjusted Operating Income Margin Information | ||||||||
|---|---|---|---|---|---|---|---|---|
| (in thousands) | ||||||||
| (unaudited) | ||||||||
| Segment Adjusted Operating Income | Segment Adjusted Operating Income Margin^(1)^ | |||||||
| Three Months Ended September 30, | Three Months Ended September 30, | |||||||
| 2022 | 2021 | 2022 | 2021 | |||||
| Fleet Solutions | $ | 174,521 | $ | 144,853 | 46.2 | % | 50.6 | % |
| Travel and Corporate Solutions | $ | 60,289 | $ | 31,057 | 52.9 | % | 34.1 | % |
| Health and Employee Benefit Solutions | $ | 30,261 | $ | 23,863 | 24.4 | % | 22.6 | % |
| Total segment adjusted operating income | $ | 265,071 | $ | 199,773 | 43.0 | % | 41.4 | % |
| Segment Adjusted Operating Income | Segment Adjusted Operating Income Margin^(1)^ | |||||||
| Nine Months Ended September 30, | Nine Months Ended September 30, | |||||||
| 2022 | 2021 | 2022 | 2021 | |||||
| Fleet Solutions | $ | 527,591 | $ | 400,976 | 49.0 | % | 49.8 | % |
| Travel and Corporate Solutions | $ | 139,635 | $ | 55,229 | 47.9 | % | 22.7 | % |
| Health and Employee Benefit Solutions | $ | 94,068 | $ | 83,487 | 25.9 | % | 27.4 | % |
| Total segment adjusted operating income | $ | 761,294 | $ | 539,692 | 44.0 | % | 39.9 | % |
^(1)^Segment adjusted operating income margin is derived by dividing segment adjusted operating income by the revenue of the corresponding segment (or the entire Company in the case of total segment adjusted operating income). See Exhibit 1 for a reconciliation of total segment adjusted operating income to GAAP operating income.
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | 2022 | 2021 | |||||||||
| Adjusted operating income | $ | 241,153 | $ | 178,796 | $ | 697,379 | $ | 485,332 | ||||
| Adjusted operating income margin ^(1)^ | 39.1 | % | 37.0 | % | 40.3 | % | 35.9 | % |
^(1)^ Adjusted operating income margin is derived by dividing adjusted operating income by total revenues of the entire Company as shown on the Condensed Consolidated Statement of Operations. See Exhibit 1 for a reconciliation of GAAP operating income to adjusted operating income.
Contacts
News media:
WEX
Rob Gould, 207-523-7429
robert.gould@wexinc.com
or
Investors:
WEX
Steve Elder, 207-523-7769
Steve.Elder@wexinc.com
Exhibit 99.2

Q3 2022 Earnings October 27, 2022

These materials include forward-looking statements including, but not limited to, statements about management’s plan and goals. Any statements in these materials that are not statements of historical facts are forward-looking statements. When used in these materials, the words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “project”, “will” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such words. Forward-looking statements relate to our future plans, objectives, expectations and intentions and are not historical facts and accordingly involve known and unknown risks and uncertainties and other factors that may cause the actual results or performance to be materially different from future results or performance expressed or implied by these forward-looking statements. The following factors, among others, could cause actual results to differ materially from those contained in forward-looking statements made in these materials and in oral statements made by our authorized officers: the effects of general economic conditions, including a decline in demand for fuel, travel related services, or healthcare related services, and payment and transaction processing activity; the impact of the level of, and fluctuations in, fuel prices and fuel spreads, including the resulting impact on the Company’s revenues and net income; the impact and size of credit losses, including losses attributable to fraud; breaches of, or other issues with, the Company’s technology systems or those of its third-party service providers and any resulting negative impact on its reputation, liabilities or relationships with customers or merchants; the actions of regulatory bodies, including banking and securities regulators, and the Company’s and its industrial bank’s responses thereto, 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; failure to expand the Company’s technological capabilities and service offerings as rapidly as the Company’s competitors; the failure to maintain or renew key customer and partner agreements and relationships, or to maintain volumes under such agreements; the failure to comply with the applicable requirements of MasterCard or Visa contracts and rules; changes in interest rates and the rate of inflation; the failure to comply with the Treasury Regulations applicable to non-bank custodians; the extent to which the COVID-19 pandemic, including emergence of new variants, and measures taken in response thereto impact the Company’s employees, business, results of operations and financial condition in excess of current expectations, particularly with respect to demand for worldwide travel; the ability to attract and retain employees; limitations on or compression of interchange fees; the effects of the Company’s business expansion and acquisition efforts; the failure of corporate investments to result in anticipated strategic value; potential adverse changes to business or employee relationships, including those resulting from the completion of an acquisition; uncertainty of the expected financial performance of the combined operations following completion of an acquisition; the failure to realize anticipated synergies and cost savings from the Company’s acquisitions; the impact of changes to the Company’s credit standards; the impact of foreign currency exchange rates on the Company’s operations, revenue and income; the impact of the Company’s debt instruments on the Company’s operations; the impact of 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 the Company’s outstanding common stock into the public market, or the perception that such sales or dispositions could occur; the possible dilution to the Company’s stockholders caused by the issuance of additional shares of common stock or equity-linked securities, whether as result of the Company’s convertible notes or otherwise; the impact of the transition from LIBOR as a global benchmark to a replacement rate; the incurrence of impairment charges if the Company’s assessment of the fair value of certain of its reporting units changes; the uncertainties of litigation; as well as other risks and uncertainties identified in Item 1A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, filed with the Securities and Exchange Commission on March 1, 2022. 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 the initial filing of these 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 October 27, 2022. See the Appendix to this presentation for an explanation and reconciliation of (i) GAAP operating income to non-GAAP total segment adjusted operating income, (ii) GAAP operating income to non-GAAP adjusted operating income to GAAP operating income, (iii) non-GAAP adjusted net income attributable to shareholders (or "adjusted net income" or “ANI”) to GAAP net income attributable to shareholders and (iv) 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. Forward Looking Statements 3Q22

Quarter Highlights $616.1M Revenue Percent change from prior year quarter +28% $3.51 Adjusted Net Income Per Diluted Share Percent change from prior year quarter +43% Delivered record quarterly revenue Full year revenue and adjusted net income guidance at midpoint above long term targets Amended share repurchase program to increase total authorization to $650M Executed $225M of share repurchases year to date, including $75M in Q4 under the current amended plan Increase to Q4 2022 and full year 2022 guidance Established new partnerships with McPherson and AEG and renewed NFI Key Takeaways

Build for small business Capital allocation Resiliency in our model Flume enables WEX to expand wallet share targeting our 450,000 small fleet customers Product promoted from beta to full production in Q3 SaaS fee model as primary revenue model Opportunistically return capital $225M in shares repurchased in 2022 Current share repurchase authorization increased by $500M to $650M Will continue to manage capital allocation between organic investment, M&A and share repurchases HSA deposits buffer against interest rate movements Consistently focused on bottom line efficiency, with $100M in 2024YE run rate efficiencies currently being pursued 80%+ of revenue recurring in nature Topic updates Deepen customer share of wallet Early success expanding product set usage in the OTR segment contributing $7M in quarterly revenue Built qualified lead database

Q3 2022 Financial Results

Company Results (In thousands except per share data) 3Q22 3Q21 $ ∆ Yr/Yr % ∆ Yr/Yr Total Revenue $616,129 $482,764 $133,365 28 % Net (loss) income attributable to shareholders $(44,145) $48,318 $(92,463) NM Net (loss) income attributable to shareholders per diluted share $(1.00) $1.07 $(2.07) NM Adjusted net income attributable to shareholders $157,753 $111,116 $46,637 42 % Adjusted net income attributable to shareholders per diluted share $3.51 $2.45 $1.06 43 % NM = Not meaningful

7 Fleet Solutions Travel & Corporate Solutions Health & Employee Benefit Solutions WEX Revenue and Adjusted Operating Income Margin by Segment 32% 25% 18% 28% * Slides 13 and 14 in the Appendix show a comparable revenue presentation for periods prior to Q4 2021 as if the revenue for one customer was presented on a net basis. On a comparable basis, revenue growth in Q3 was 47% * 3Q22

Cash flow and balance sheet 1 Corporate cash is calculated in accordance with the terms of our consolidated leverage ratio in the Company’s Amended and Restated Credit Agreement as filed with the SEC Please see appendix for a reconciliation of GAAP operating cash flow to adjusted free cash flow. Corporate cash1 balance was approximately $129 million Borrowing capacity of $811 million on credit facility Adjusted Free Cash Flow, Q3 YTD ($ Millions) Cashbalance ($ Millions) Leverageratio Leverage ratio, as defined in the credit agreement, well within long term range of 2.5-3.5X Adjusted free cash flow, a non-GAAP measure, is defined as GAAP operating cash flow adjusted for changes in restricted cash (generally customer cash), changes in deposits and investments at WEX Bank (operational in nature), and capex

Updated Guidance 1 The Company's adjusted net income guidance, which is a non-GAAP measure, excludes unrealized gains and losses on financial instruments, net foreign currency gains and losses, changes in fair value of contingent consideration, acquisition related intangible amortization, other acquisition and divestiture related items, stock-based compensation, other costs, impairment charges, debt restructuring and debt issuance cost amortization, adjustments attributable to our non-controlling interests and certain tax related items. We are unable to reconcile our adjusted net income guidance to the comparable GAAP measure without unreasonable effort because of the difficulty in predicting the amounts to be adjusted, including but not limited to, foreign currency exchange rates, unrealized gains and losses on financial instruments, and acquisition and divestiture related items, which may have a significant impact on our financial results. Q4 2022 Outlook % Change YoY FY 2022 Outlook % Change YoY Change vs Prior FY Guidance at Midpoint Revenue (in millions) $570 - $580 15% - 17% $2,302 - $2,312 24% - 25% $42 Adjusted Net Income per Diluted Share 1 $3.15- $3.25 22% - 26% $13.24 - $13.34 45% - 46% $0.12 Assumed Average Domestic Fuel Price ($/Gallon) $4.00 17% $4.38 41% $0.02 Fleet Credit Loss (Basis Points) 23 - 28 24 - 25 Assumed Number of Diluted Shares Outstanding 45.7 million 46.3 million

Guidance Assumptions Exchange rates are as of the end of September 2022 Domestic fuel prices estimated at $4.00 per gallon for the fourth quarter and $4.38 for the full year, based on NYMEX futures price from week of October 17, 2022. Adjusted net income tax rate is expected to be between 25.0% and 26.0% for the fourth quarter and the full year Approximately 45.7 million weighted average shares outstanding in Q4, including the assumption that the share count will continue to include 1.6 million shares associated with the convertible notes. As a result of including shares related to the convertible notes, approximately $3.8 million of interest expense each quarter, net of tax, will be added back to net income to calculate ANI per diluted share. 3Q22

Appendix

Key Performance Indicators (In thousands unless otherwise noted) 3Q22 3Q21 $ ∆ Yr/Yr % ∆ Yr/Yr Fleet segment Total Volume ($)* 25,385,822 17,082,795 8,303,027 49 % Payment Processing Transactions 145,257 134,029 11,228 8 % Payment processing $ of fuel 17,205,436 11,907,220 5,298,216 44 % Net Payment Processing Rate (%) 1.10 % 1.09 % 1 bps 1 % Average US Fuel Price ($/gallon) 4.54 3.23 1.31 41 % Net Late Fee Rate (%) 0.48 % 0.45 % 3 bps 7 % Travel and Corporate Solutions segment Total Volume ($)* 29,508,351 21,213,596 8,294,755 39 % Purchase Volume ($) 20,656,953 12,799,555 7,857,398 61 % Net Interchange Rate (%) 0.49 % 0.62 % -13 bps (21) % Health and Employee Benefit Solutions Segment Total Volume ($)* 2,634,023 2,420,733 213,290 9 % Purchase Volume ($) 1,350,466 1,173,913 176,553 15 % Average Number of SaaS Accounts 18,196 16,912 1,284 8 % * Total Volume includes purchases on WEX issued accounts as well as purchases issued by others, but using the WEX platform. 3Q22

Travel and Corporate Solutions Segment Revenue, Margin, Volume and Net Interchange Rate - Adjusted Key Takeaways For comparative purposes, graphs show revenue, net interchange rate and adjusted operating income margin in all periods as if a specific customer contract was reported on a net basis to reflect accounting change implemented in Q4 2021 Segment adjusted operating income margin in Q3 2022 was 52.9% up from 34.1% a year ago or 40.0% on a comparable basis for the change noted above Segment revenue increased significantly with the rebound in global travel volumes and strong growth in corporate payments volume Q3 2022 increase in adjusted operating income margin due primarily to revenue increases and synergy benefits from eNett / Optal acquisition 3Q22

Impacts of Amended Contract on Travel and Corporate Solutions Segment Q3 2021 Q4 2021 Q1 2022 Q2 2022 Q3 2022 Reported: Volume $ 12,799,555 $ 10,916,015 $ 11,809,450 $ 17,119,962 $ 20,656,953 Net interchange rate** 0.62 % 0.63 % 0.55 % 0.52 % 0.49 % Revenue $ 91,002 $ 81,512 $ 77,251 $ 100,410 $ 113,975 Adjusted operating expenses $ 59,945 $ 49,881 $ 48,921 $ 49,394 $ 53,686 Adjusted operating income $ 31,057 $ 31,631 $ 28,330 $ 51,016 $ 60,289 % margin** 34.1 % 38.8 % 36.7 % 50.8 % 52.9 % Adjusted: Volume $ 12,799,555 $ 10,916,015 $ 11,809,450 $ 17,119,962 $ 20,656,953 Net interchange rate** 0.52 % 0.63 % 0.55 % 0.52 % 0.49 % Revenue $ 77,713 $ 81,512 $ 77,251 $ 100,410 $ 113,975 Adjusted operating expenses $ 46,656 $ 49,881 $ 48,921 $ 49,394 $ 53,686 Adjusted operating income $ 31,057 $ 31,631 $ 28,330 $ 51,016 $ 60,289 % margin** 40.0 % 38.8 % 36.7 % 50.8 % 52.9 % ** Accounting presentation changed in Q4 2021 from gross revenue recognition to net, with a corresponding change in sales and marketing costs for one significant customer. This table reflects the contract calculated under both accounting presentations. To make the adjusted calculation, the following numbers, which represent the effect of the accounting presentation change, were subtracted from both the Revenue and Adjusted operating expenses line items in the Reported table to arrive at the numbers in the same line items on the Adjusted table: $13,289 in Q3 2021. Key Takeaways Accounting presentation changed in Q4 2021 from gross revenue recognition to net, with a corresponding change in sales and marketing costs for one significant customer There is no impact on earnings from this change 3Q22

Non-GAAP Reconciliation Reconciliation of GAAP Operating Income to Total Segment Adjusted Operating Income and Adjusted Operating Income Three months ended September 30, In thousands 2022 2021 Operating income $ 21,288 $ 100,822 Unallocated corporate expenses 23,918 20,977 Acquisition-related intangible amortization 42,486 46,965 Other acquisition and divestiture related items 4,142 7,012 Impairment charges 136,486 — Stock-based compensation 27,873 22,166 Other costs 8,806 1,711 Debt restructuring costs 72 120 Total segment adjusted operating income $ 265,071 $ 199,773 Unallocated corporate expenses (23,918) (20,977) Adjusted operating income $ 241,153 $ 178,796 3Q22

Non-GAAP Reconciliation Reconciliation of GAAP Net (Loss) Income to Adjusted Net Income and Adjusted Net Income per Share Three Months Ended September 30, 2022 2021 In thousands except per diluted share data per diluted share per diluted share Net (loss) income attributable to shareholders $ (44,145) $ (1.00) $ 48,318 $ 1.07 Unrealized gain on financial instruments (23,540) (0.53) (6,424) (0.14) Net foreign currency loss 23,445 0.53 9,962 0.22 Change in fair value of contingent consideration 30,300 0.69 (2,800) (0.06) Acquisition–related intangible amortization 42,486 0.96 46,965 1.04 Other acquisition and divestiture related items 4,142 0.09 3,395 0.07 Stock–based compensation 27,873 0.63 22,166 0.49 Other costs 8,806 0.20 1,711 0.04 Impairment charges 136,486 3.09 — — Debt restructuring and debt issuance cost amortization 4,704 0.11 2,879 0.06 ANI adjustments attributable to non–controlling interests — — 2,848 0.06 Tax related items (52,804) (1.19) (17,904) (0.40) Dilutive impact of stock awards1 — (0.02) — — Dilutive impact of convertible debt2 — (0.05) — — Adjusted net income attributable to shareholders $ 157,753 $ 3.51 $ 111,116 $ 2.45 1 As the Company reported a net loss for the three months ended September 30, 2022 under U.S. Generally Accepted Accounting Principles (“GAAP”), the diluted weighted average shares outstanding equals the basic weighted average shares outstanding for that period. The non-GAAP adjustments described above resulted in adjusted net income attributable to shareholders (versus a loss on a GAAP basis) for the three months ended September 30, 2022. Therefore, dilutive common stock equivalents have been included in the calculation of adjusted diluted weighted average shares outstanding to arrive at adjusted per share data. 2 During the quarter ended September 30, 2022, the dilutive impact of convertible notes has been calculated under the 'if-converted' method in accordance with GAAP. Under such method, $3.8 million of interest expense associated with our convertible notes, net of tax, was added back to adjusted net income for the three months ended September 30, 2022 and approximately 1.6 million shares of the Company’s common stock associated with the assumed conversion of the convertible notes as of the beginning of the period were included in the calculation of adjusted net income per diluted share, as the effect of including such adjustments was dilutive. 3Q22

The Company's non-GAAP adjusted net income excludes unrealized gains and losses on financial instruments, net foreign currency gains and losses, changes in fair value of contingent consideration, acquisition-related intangible amortization, other acquisition and divestiture related items, stock-based compensation, impairment charges, other costs, debt restructuring and debt issuance cost amortization, 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, stock-based compensation, 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 change in fair value of contingent consideration, which is related to the acquisition of certain contractual rights to serve as custodian or sub-custodian to health savings accounts, is dependent upon changes in future interest rate assumptions and has no significant impact on the ongoing operations of the Company. 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. 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 on divestitures facilitates the comparison of our financial results to the Company's historical operating results and to other companies in our industry. 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. 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; We exclude certain other costs when evaluating our continuing business performance when such items are not consistently occurring and do not reflect expected future operating expense, nor provide insight into the fundamentals of current or past operations of our business. These include non-recurring professional service costs, 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 nine months ended September 30, 2021, other costs additionally include a penalty incurred on a vendor contract termination. 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, have no significant impact on the ongoing operations of the business. The tax related items are the difference between the Company’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 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. Non-GAAP Reconciliation 3Q22

Reconciliation of GAAP Operating Cash Flow to Adjusted Free Cash Flow The Company’s non-GAAP adjusted free cash flow is calculated as cash generated from operations, excluding the change in restricted cash payable, less net purchases (maturities) of available-for-sale debt securities and capital expenditures plus the change in net deposits. Although non-GAAP adjusted free cash flow is not calculated in accordance with GAAP, we feel adjusted free cash flow is a useful measure because: Adjusted free cash flow indicates the level of cash generated by the operations of the business after appropriate reinvestment for recurring investments in property, equipment and capitalized software that are required to operate the business; the activity in restricted cash payable is not able to be used by the Company for general corporate purposes; changes in net deposits occur on a daily basis as a regular part of operations and available for sale investments are made as a result of deposits gathered operationally. We believe this is a useful measure for investors to further evaluate the results of operations. However, because adjusted free cash flow is a non-GAAP measure, it should not be considered as a substitute for, or superior to, operating cash flow as determined in accordance with GAAP. In addition, adjusted free cash flow as used by WEX may not be comparable to similarly titled measures employed by other companies. Refer to our reconciliation below for our calculation of adjusted free cash flow for the nine months ended September 30, 2022 and 2021. Nine Months ended September 30, 2022 2021 Operating cash flow, as reported $ 456,644 $ (10,355) Excluding: (Increases) decreases in restricted cash payable (350,079) (148,925) Adjusted for certain investing and financing activities: Increases (decreases) in net deposits 960,551 558,042 Less: Purchases of available-for-sale debt securities, net of sales and maturities (584,810) — Less: Capital expenditures (75,476) (55,484) Adjusted free cash flow 406,830 343,278 Non-GAAP Reconciliation 3Q22
Exhibit 99.3
WEX Board of Directors Authorizes Increased Share Repurchase Program
Amended Program Authorizes Repurchase of up to $650 Million Worth of Company Stock
PORTLAND, Maine--(BUSINESS WIRE)--October 27, 2022--WEX (NYSE: WEX), the global commerce platform that simplifies the business of running a business, announced that its board of directors has authorized an amended share repurchase program under which up to $650 million worth of WEX’s common stock may be repurchased.
The current share repurchase program, first announced in August, initially authorized the Company to repurchase up to $150 million of common stock over a four year period through August 23, 2026. This amendment increases the repurchase authorization to $650 million of common stock and shortens the duration to December 31, 2025.
This year, WEX has repurchased $225 million of its common stock, including $75 million representing 536,566 shares under the current program during the month of October 2022. Accordingly, as of today, the Company has approximately $575 million of capacity remaining under the current repurchase authorization. Furthermore, WEX purchased approximately $150 million under a previously authorized, substantially completed, and terminated share repurchase program.
“As we outlined at our investor day in March, we are focused on investing for growth, executing strategic M&A that expands our reach, and maintaining a strong and flexible balance sheet. At the same time, we are committed to returning capital to shareholders when conditions are appropriate. Given current valuations, we see this as an attractive time to buy our own shares,” said Melissa Smith, Chair and CEO. “This amended authorization reflects our board and management team’s confidence in WEX’s ability to generate strong earnings and free cash flow. We believe WEX is well positioned to continue investing for growth while opportunistically returning capital to shareholders.”
Under the amended program, repurchases may be made on a discretionary basis from time to time through open market purchases, privately negotiated transactions, accelerated share repurchase programs or other derivative transactions, issuer self-tender offers, any combination of the foregoing, or any other purchase techniques deemed appropriate. The timing and amount of any transactions are subject to the discretion of WEX based upon, among other things, market conditions and other opportunities that the Company may have for the use or investment of its cash balances. In addition, repurchases are subject to the availability of shares of stock for purchase, prevailing market conditions, the trading price of the Company’s stock and the Company's financial performance. The repurchase program does not obligate WEX to acquire any specific number of shares and may be modified, discontinued or suspended at any time. WEX intends that all instructions for the repurchase of shares under this program shall be in compliance with Rule 10b-18 and the covenants or provisions of any debt or other obligations then outstanding. Purchases may be executed through the use of Rule 10b5-1 trading plans or other techniques.
About WEX
WEX (NYSE: WEX) is the global commerce platform that simplifies the business of running a business. WEX has created a powerful ecosystem that offers seamlessly embedded, personalized solutions for its customers around the world. Through its rich data and specialized expertise in simplifying benefits, reimagining mobility and paying and getting paid, WEX aims to make it easy for companies to overcome complexity and reach their full potential. For more information, please visit www.wexinc.com.
Forward-Looking Statements
This news release contains forward-looking statements within the meaning of the federal securities laws, including statements regarding: the Company’s intention or ability to engage in repurchases of its common stock; the conditions and methods under which such repurchases may occur; the amount and/or prices of any such repurchases; and, the time frame during which such repurchases may occur. Any statements that are not statements of historical facts may be deemed to be forward-looking statements. When used in this news release, the words “anticipate,” “believe,” “could,” “continue,” “estimate,” “expect,” “intend,” “may,” “plan,” “project,” “will” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such words. There can be no guarantee that the Company will be able to repurchase or actually repurchase any of its common stock or receive any expected benefits from the share repurchase program in the expected time frame, or at all. In particular, our expectations regarding the share repurchase program could be affected by, among other things, the strength of the Company’s balance sheet, the availability of the Company’s stock for repurchase, any limitations imposed by the Company’s debt or other obligations then outstanding, and the Company’s strategy, business, financial position and operations, as well as other risks and uncertainties identified in Item 1A of the Company’s annual report on Form 10-K for the year ended December 31, 2021, filed with the Securities and Exchange Commission (the “SEC”) on March 1, 2022, and any similar disclosures made in subsequent reports filed with the SEC. The Company’s forward-looking statements do not reflect the potential future impact of any alliance, merger, acquisition, or disposition. The forward-looking statements speak only as of the date of this release 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.
Contacts
News media: WEX, Rob Gould, 207-329-1520, Robert.Gould@wexinc.com
Investor: WEX, Steve Elder, 207-523-7769, Steve.Elder@wexinc.com