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

graphic

WEX Inc.
(Exact name of registrant as specified in its charter)

Delaware
 
001-32426
 
01-0526993
(State or other jurisdiction of
incorporation)
 
(Commission File Number)
 
(IRS Employer Identification No.)
         

1 Hancock Street, 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
 

Exhibit No.
 
Description
 
 
 
 
 
 
 
 
     
 
 


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,
2022

 

December 31,
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 awards1

 

(0.02)

 

 

Dilutive impact of convertible debt2

 

(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 debt2

 

(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) /
unfavorable

$

5,270

 

 

$

 

$

6,466

 

$

 

$

 

$

 

$

11,736

 

 

$

PPG impact (favorable) /
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) /
unfavorable

$

12,203

 

 

$

 

$

10,726

 

$

 

$

 

$

 

$

22,929

 

 

$

PPG impact (favorable) /
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
[email protected]

or

Investors:
WEX
Steve Elder, 207-523-7769
[email protected]

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, [email protected]

Investor: WEX, Steve Elder, 207-523-7769, [email protected]