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.
1 Net activity on debt includes: borrowings and repayments on revolving credit facility; borrowings and repayments on term loans; borrowings and repayments on Bank Term Funding Program (BTFP); advances from and repayments to Federal Home Loan Bank (FHLB); net change in borrowed federal funds; and net borrowings on or repayments of other debt.
Exhibit 1
Reconciliation of Non-GAAP Measures (in millions, except per share data) (unaudited)
Reconciliation of GAAP Net Income to Non-GAAP Adjusted Net Income
Three Months Ended September 30,
2024
2023
per diluted share
per diluted share
Net income
$
102.9
$
2.52
$
18.4
$
0.42
Unrealized (gain) loss on financial instruments
(0.9)
(0.02)
7.8
0.18
Net foreign currency (gain) loss
(3.2)
(0.08)
7.8
0.18
Change in fair value of contingent consideration
0.1
—
3.2
0.07
Acquisition-related intangible amortization
50.4
1.24
45.2
1.04
Other acquisition and divestiture related items
2.4
0.06
5.1
0.12
Stock-based compensation
29.8
0.73
31.9
0.74
Other costs
12.6
0.31
15.1
0.35
Debt restructuring and debt issuance cost amortization
4.3
0.11
74.4
1.71
Tax related items
(20.9)
(0.51)
(32.1)
(0.74)
Dilutive impact of convertible debt1
—
—
—
(0.02)
Adjusted net income
$
177.5
$
4.35
$
176.8
$
4.05
Nine Months Ended September 30,
2024
2023
per diluted share
per diluted share
Net income
$
245.7
$
5.89
$
181.7
$
4.18
Unrealized (gain) loss on financial instruments
(0.6)
(0.01)
20.1
0.46
Net foreign currency (gain) loss
9.7
0.23
9.4
0.22
Change in fair value of contingent consideration
3.5
0.08
6.2
0.14
Acquisition-related intangible amortization
151.9
3.64
133.6
3.07
Other acquisition and divestiture related items
9.3
0.22
7.6
0.17
Stock-based compensation
89.8
2.15
94.5
2.17
Other costs
37.8
0.91
28.6
0.66
Debt restructuring and debt issuance cost amortization
12.0
0.29
83.9
1.93
Tax related items
(71.1)
(1.70)
(83.7)
(1.92)
Dilutive impact of convertible debt1
—
—
—
(0.09)
Adjusted net income
$
488.1
$
11.70
$
481.9
$
10.99
1 The dilutive impact of the Convertible Notes was calculated under the ‘if-converted’ method for the periods through which they were outstanding. Under the ‘if-converted’ method, interest expense, net of tax, associated with the Convertible Notes of $1.8 million and $9.5 million was added back to adjusted net income for the three and nine months ended September 30, 2023, respectively. For the three and nine months ended September 30, 2023, 0.7 million and 1.3 million shares of the Company’s common stock associated with the assumed conversion of the Convertible Notes (prior to repurchase and cancellation) was included in the calculation of adjusted net income per diluted share, respectively, as the effect of including such adjustments was dilutive. The total number of shares used in calculating adjusted net income per diluted share for the three and nine months ended September 30, 2024 was 40.8 million and 41.7 million, respectively. The total number of shares used in calculating adjusted net income per diluted share for the three and nine months ended September 30, 2023 was 44.1 million and 44.7 million, respectively.
The Company's non-GAAP adjusted net income excludes unrealized gains and losses on financial instruments, net foreign currency gains and losses, acquisition-related intangible amortization, other acquisition and divestiture related items, stock-based compensation, other costs, debt restructuring costs and debt issuance cost amortization, tax related items and certain other non-operating items and non-recurring or non-cash operating charges that are not core to our operations, as applicable depending on the period presented.
Reconciliation of GAAP Operating Income to Non-GAAP Total Segment Adjusted Operating Income and Adjusted Operating Income
Three Months Ended September 30,
Nine Months Ended September 30,
2024
(margin)1
2023
(margin)1
2024
(margin)1
2023
(margin)1
Operating income
$
196.4
29.5
%
$
174.9
26.8
%
$
529.0
26.6
%
$
488.6
25.9
%
Unallocated corporate expenses
24.1
29.1
73.8
76.8
Acquisition-related intangible amortization
50.4
45.2
151.9
133.6
Other acquisition and divestiture related items
1.6
5.1
5.4
7.6
Stock-based compensation
29.8
31.9
89.8
94.5
Other costs
14.8
15.1
42.0
28.6
Total segment adjusted operating income
$
317.1
47.6
%
$
301.3
46.3
%
$
891.9
44.8
%
$
829.7
44.0
%
Unallocated corporate expenses
(24.1)
(29.1)
(73.8)
(76.8)
Adjusted operating income
$
293.0
44.0
%
$
272.2
41.8
%
$
818.1
41.1
%
$
752.9
39.9
%
1 Margins are derived by dividing the applicable measures by total net revenue for the Company.
The Company's non-GAAP adjusted operating income excludes acquisition-related intangible amortization, other acquisition and divestiture related items, debt restructuring costs, stock-based compensation, other costs and certain non-recurring or non-cash operating charges that are not core to our operations, as applicable depending on the period presented. 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, our management team believes these non-GAAP measures are integral to our reporting and planning processes and uses them to assess operating performance because they generally exclude financial results that are outside the normal course of our business operations or
management’s control. These measures are also used to allocate resources among our operating segments and for internal budgeting and forecasting purposes for both short- and long-term operating plans.
For the periods presented herein, the following items have been excluded in determining one or more non-GAAP measures for the following reasons:
•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 periods 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 economic 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 HSAs, 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 periods 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;
•Other 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. This also includes non-recurring professional service costs, costs related to certain identified initiatives, including restructuring and 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.
•Impairment charges represent non-cash asset write-offs, which do not reflect recurring costs that would be relevant to the Company’s continuing operations. The Company believes that excluding these nonrecurring expenses facilitates the comparison of our financial results to the Company’s historical operating results and to other companies in its industry;
•Debt restructuring and debt issuance cost amortization, which for the three and nine months ended September 30, 2023 includes the loss on extinguishment of Convertible Notes, 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 tax related items are the difference between the Company’s GAAP tax provision and a non-GAAP tax provision. Beginning in fiscal year 2024, the Company utilizes a fixed annual projected long-term non-GAAP tax rate in order to provide better consistency across reporting periods. To determine this long-term projected tax rate, the Company performs a pro forma tax provision based upon the Company’s projected adjusted net income before taxes. The fixed annual projected long-term non-GAAP tax rate could be subject to change in future periods for a variety of reasons, including the rapidly evolving global tax environment, significant changes in our geographic earnings mix including due to acquisition activity, or other changes to our strategy or business operations; and
•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.
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 or operating income, 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 Non-GAAP Adjusted Free Cash Flow
The Company’s non-GAAP adjusted free cash flow has historically been calculated as cash flows from operating activities adjusted for net purchases of current investment securities, capital expenditures, net funding activity, and certain other adjustments including contingent and deferred consideration paid to sellers in excess of acquisition-date fair value. Net funding activity includes the change in net deposits, net advances from the FHLB, changes in participation debt, and changes in borrowings under the BTFP and borrowed federal funds. Such calculation has historically been based on the principle that the net activity in accounts receivable, accounts payable, and investment of HSA deposits would be offset by WEX Bank funding activity, however, due to the nature of WEX Bank cash balances, cash balances may be increased or decreased for reasons other than matching operating activity. As a result, beginning with the third quarter of 2024, adjusted free cash flow also includes an adjustment to reflect the change in WEX Bank cash balances and the applicable prior periods have similarly been adjusted to conform to the current presentation. Although non-GAAP adjusted free cash flow is not calculated in accordance with GAAP, WEX believes that adjusted free cash flow is a useful measure for investors to further evaluate our results of operations because (i) adjusted free cash flow indicates the level of cash generated by the operations of the business, which excludes consideration paid on acquisitions, after appropriate reinvestment for recurring investments in property, equipment and capitalized software that are required to operate the business; (ii) net funding activity includes fluctuations in deposits and other borrowings primarily used as part of our accounts receivable funding strategy; (iii) purchases of current investment securities are made as a result of deposits gathered operationally; and (iv) WEX Bank cash balances may be increased or decreased for reasons other than matching operating activity. 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.
The following table reconciles GAAP operating cash flow to adjusted free cash flow:
Three Months Ended September 30,
Nine Months Ended September 30,
2024
2023
2024
2023
Operating cash flow
$
3.3
$
46.5
$
(157.0)
$
146.0
Adjustments to operating cash flow:
Change in WEX Bank cash balances
125.3
(83.5)
383.8
(58.8)
Other
—
—
67.1
1.5
Adjusted for certain investing and financing activities:
Net Funding Activity
372.2
294.8
792.0
1,652.6
Less: Purchases of current investment securities, net of sales and maturities
(276.3)
(56.6)
(584.8)
(1,304.2)
Less: Capital expenditures
(35.0)
(36.4)
(108.6)
(101.7)
Adjusted free cash flow
$
189.5
$
164.9
$
392.5
$
335.4
Exhibit 2
Impact of Certain Macro Factors on Reported Revenue and Adjusted Net Income
(in millions, except per share data)
(unaudited)
The tables below show the impact of certain macro factors on reported revenue:
Segment Revenue Results
Mobility
Corporate Payments
Benefits
Total WEX Inc.
Three months ended September 30,
2024
2023
2024
2023
2024
2023
2024
2023
Reported revenue
$
357.2
$
350.1
$
126.9
$
135.2
$
181.5
$
166.1
$
665.5
$
651.4
FX impact (favorable) / unfavorable
$
(0.5)
$
(1.7)
$
—
$
(2.2)
PPG impact (favorable) / unfavorable
$
21.2
$
—
$
—
$
21.2
Nine months ended September 30,
2024
2023
2024
2023
2024
2023
2024
2023
Reported revenue
$
1,055.6
$
1,032.6
$
383.5
$
361.9
$
552.5
$
490.2
$
1,991.6
$
1,884.7
FX impact (favorable) / unfavorable
$
—
$
(2.1)
$
—
$
(2.1)
PPG impact (favorable) / unfavorable
$
47.2
$
—
$
—
$
47.2
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 by segment:
Segment Estimated Adjusted Net Income Impact
Mobility
Corporate Payments
Benefits
Three months ended September 30,
2024
2023
2024
2023
2024
2023
FX impact (favorable) / unfavorable
$
(0.6)
$
—
$
(1.2)
$
—
$
(0.1)
$
—
PPG impact (favorable) / unfavorable
$
13.5
$
—
$
—
$
—
$
—
$
—
Nine months ended September 30,
2024
2023
2024
2023
2024
2023
FX impact (favorable) / unfavorable
$
(0.2)
$
—
$
(1.7)
$
—
$
(0.2)
$
—
PPG impact (favorable) / unfavorable
$
31.4
$
—
$
—
$
—
$
—
$
—
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 applicable taxes.
Exhibit 3 Selected Other Metrics (in millions, except rate statistics) (unaudited)
Q3 2024
Q2 2024
Q1 2024
Q4 2023
Q3 2023
Mobility:
Payment processing transactions (1)
146.5
144.9
136.9
138.1
144.6
Payment processing gallons of fuel (2)
3,730.5
3,694.4
3,567.7
3,578.6
3,687.2
Average US fuel price (US$ / gallon)
$
3.45
$
3.62
$
3.56
$
3.76
$
3.97
Payment processing $ of fuel (3)
$
13,227.5
$
13,729.1
$
13,061.0
$
13,814.3
$
14,945.1
Net payment processing rate (4)
1.38
%
1.29
%
1.31
%
1.26
%
1.18
%
Payment processing revenue
$
183.2
$
177.2
$
170.7
$
174.4
$
176.9
Net late fee rate (5)
0.45
%
0.49
%
0.46
%
0.50
%
0.44
%
Late fee revenue (6)
$
59.0
$
67.3
$
60.4
$
69.0
$
66.4
Corporate Payments:
Purchase volume (7)
$
23,394.4
$
25,756.2
$
23,947.9
$
22,800.8
$
27,860.1
Net interchange rate (8)
0.45
%
0.45
%
0.43
%
0.52
%
0.42
%
Payment solutions processing revenue
$
104.8
$
116.2
$
103.2
$
117.4
$
115.7
Benefits:
Purchase volume (9)
$
1,645.7
$
1,865.1
$
2,114.7
$
1,510.0
$
1,501.3
Average number of SaaS accounts (10)
20.3
20.0
20.3
19.9
19.9
Definitions and explanations:
(1) Payment processing transactions represents the total number of purchases made by fleets that have a payment processing relationship with WEX where the Company maintains the receivable for the total purchase.
(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 each payment processing $ of fuel 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 represents the total dollar value of all transactions where interchange is earned by WEX.
(10) Average number of SaaS accounts represents the average number of active consumer-directed health, COBRA, and billing accounts on our SaaS platforms. HSA accounts for which WEX Inc. serves as the non-bank custodian under designation by the U.S. Department of Treasury are included in this average.
Exhibit 4 Segment Revenue Information (in millions) (unaudited)
Three months ended September 30,
Increase (decrease)
Nine months ended September 30,
Increase (decrease)
Mobility
2024
2023
Amount
Percent
2024
2023
Amount
Percent
Revenues
Payment processing revenue
$
183.2
$
176.9
$
6.3
4
%
$
531.1
$
520.6
$
10.5
2
%
Account servicing revenue
49.0
42.5
6.5
15
%
145.2
123.6
21.6
17
%
Finance fee revenue
70.2
76.8
(6.6)
(9)
%
217.9
233.5
(15.6)
(7)
%
Other revenue
54.7
53.9
0.8
2
%
161.4
154.9
6.5
4
%
Total revenues
$
357.2
$
350.1
$
7.1
2
%
$
1,055.6
$
1,032.6
$
23.0
2
%
Three months ended September 30,
Increase (decrease)
Nine months ended September 30,
Increase (decrease)
Corporate Payments
2024
2023
Amount
Percent
2024
2023
Amount
Percent
Revenues
Payment processing revenue
$
104.8
$
115.8
$
(11.0)
(10)
%
$
324.2
$
310.6
$
13.6
4
%
Account servicing revenue
15.5
10.5
5.0
48
%
35.8
31.7
4.1
13
%
Finance fee revenue
0.2
0.2
—
NM
0.4
0.5
(0.1)
NM
Other revenue
6.4
8.7
(2.3)
(27)
%
23.1
19.1
4.0
21
%
Total revenues
$
126.9
$
135.2
$
(8.3)
(6)
%
$
383.5
$
361.9
$
21.6
6
%
Three months ended September 30,
Increase (decrease)
Nine months ended September 30,
Increase (decrease)
Benefits
2024
2023
Amount
Percent
2024
2023
Amount
Percent
Revenues
Payment processing revenue
$
21.9
$
20.6
$
1.3
6
%
$
75.0
$
70.7
$
4.3
6
%
Account servicing revenue
110.0
108.5
1.5
1
%
335.5
319.8
15.7
5
%
Finance fee revenue
0.1
0.1
—
NM
0.3
0.2
0.1
NM
Other revenue
49.4
36.9
12.5
34
%
141.8
99.5
42.3
42
%
Total revenues
$
181.5
$
166.1
$
15.4
9
%
$
552.5
$
490.2
$
62.3
13
%
NM - Not meaningful
Exhibit 5 Segment Adjusted Operating Income and Adjusted Operating Income Margin Information (in millions) (unaudited)
Segment Adjusted Operating Income
Segment Adjusted Operating Income Margin(1)
Three Months Ended September 30,
Three Months Ended September 30,
2024
2023
2024
2023
Mobility
$
167.1
$
159.6
46.8
%
45.6
%
Corporate Payments
71.5
82.9
56.4
%
61.3
%
Benefits
78.4
58.8
43.2
%
35.4
%
Total segment adjusted operating income
$
317.1
$
301.3
47.6
%
46.3
%
Segment Adjusted Operating Income
Segment Adjusted Operating Income Margin(1)
Nine Months Ended September 30,
Nine Months Ended September 30,
2024
2023
2024
2023
Mobility
$
452.4
$
448.7
42.9
%
43.5
%
Corporate Payments
210.5
198.4
54.9
%
54.8
%
Benefits
229.0
182.6
41.4
%
37.3
%
Total segment adjusted operating income
$
891.9
$
829.7
44.8
%
44.0
%
(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 GAAP operating income and related margin to total segment adjusted operating income and related margin.
Three Months Ended September 30,
Nine Months Ended September 30,
2024
2023
2024
2023
Adjusted operating income
$
293.0
$
272.2
$
818.1
$
752.9
Adjusted operating income margin (1)
44.0
%
41.8
%
41.1
%
39.9
%
(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 and related margin to adjusted operating income and related margin.