e8vk

0000950135-09-000888.txt : 20090211 0000950135-09-000888.hdr.sgml : 20090211 20090211074520 ACCESSION NUMBER: 0000950135-09-000888 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20090211 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20090211 DATE AS OF CHANGE: 20090211 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Wright Express CORP CENTRAL INDEX KEY: 0001309108 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-AUTOMOTIVE REPAIR, SERVICES & PARKING [7500] IRS NUMBER: 010526993 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-32426 FILM NUMBER: 09587532 BUSINESS ADDRESS: STREET 1: 97 DARLING AVENUE CITY: SOUTH PORTLAND STATE: ME ZIP: 04106 BUSINESS PHONE: (207) 773-8171 MAIL ADDRESS: STREET 1: 97 DARLING AVENUE CITY: SOUTH PORTLAND STATE: ME ZIP: 04106 8-K 1 b74121wee8vk.htm WRIGHT EXPRESS CORPORATION e8vk

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) February 11, 2009 (February 11, 2009)

WRIGHT EXPRESS CORPORATION

(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.)


97 Darling Avenue, South Portland, ME		04106

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:

o		Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o		Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o		Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o		Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS


Item 2.02 Results of Operations and Financial Condition
Item 9.01 Financial Statements and Exhibits
SIGNATURE
EXHIBIT INDEX
Ex-99.1 Press release of Wright Express Corporation dated February 11, 2009

Item 2.02 Results of Operations and Financial Condition

On February 11, 2009, we issued a press release announcing our fourth quarter 2008 results. A copy of the press release is attached hereto as Exhibit 99.1, which is incorporated by reference 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 Wright Express under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated therein by reference.

Item 9.01 Financial Statements and Exhibits.


Exhibit No.		Description
99.1		Press release of Wright Express Corporation dated February 11, 2009

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.


	WRIGHT EXPRESS CORPORATION
Date: February 11, 2009	By:	/s/ Melissa D. Smith
		Melissa D. Smith
		CFO and Executive Vice President, Finance and Operations (principal financial officer)

WRIGHT EXPRESS CORPORATION
CURRENT REPORT ON FORM 8-K
Report Dated February 11, 2009

EXHIBIT INDEX


Exhibit No.		Description
99.1		Press release of Wright Express Corporation dated February 11, 2009

EX-99.1 2 b74121weexv99w1.htm EX-99.1 PRESS RELEASE OF WRIGHT EXPRESS CORPORATION DATED FEBRUARY 11, 2009 exv99w1

Exhibit 99.1


News media contact:		Investor contact:
Jessica Roy		Steve Elder
Wright Express		Wright Express
207.523.6763		207.523.7769
Jessica_Roy@wrightexpress.com		Steve_Elder@wrightexpress.com

Wright Express Reports Fourth Quarter and Full Year 2008 Financial Results

Fourth Quarter Cash Flow Fuels $42 Million Debt Pay-down and
$7.6 Million in Stock Repurchases;
278,000 GSA Vehicles Implemented in December

SOUTH PORTLAND, Maine, February 11, 2009 - Wright Express Corporation (NYSE: WXS), a leading provider of payment processing and information management services to the U.S. commercial and government fleet industry, today reported financial results for the three and 12 months ended December 31, 2008.

Total revenue for the fourth quarter of 2008 decreased 11% to $80.9 million from $90.7 million for the fourth quarter of 2007. Net income to common shareholders on a GAAP basis was $65.2 million, or $1.66 per diluted share, compared with $4.6 million, or $0.11 per diluted share, for the comparable quarter a year earlier. On a non-GAAP basis, the Company’s adjusted net income for the fourth quarter of 2008 was $12.5 million, or $0.32 per diluted share, compared with $19.7 million, or $0.49 per diluted share, for the year-earlier period. In addition to previously excluded items, adjusted net income for the fourth quarter of 2008 excludes a non-cash asset impairment charge of $1.5 million related to product development costs.

Wright Express uses fuel-price derivative instruments to mitigate financial risks associated with the variability in fuel prices. For the fourth quarter of 2008, the Company’s GAAP financial results include an unrealized $86.2 million pre-tax, non-cash, mark-to-market gain on these instruments. For the fourth quarter of 2007, the Company reported an unrealized pre-tax, non-cash, mark-to-market loss of $22.8 million.

Total revenue for the year ended December 31, 2008 was $393.6 million compared to $336.1 million in 2007. Net income for 2008 on a GAAP basis was $127.6 million, or $3.22 per diluted share, compared with $51.6 million, or $1.27 per diluted share, for full-year 2007. On a non-GAAP basis, adjusted net income for full-year 2008 was $74.1 million, compared with $76.0 million a year earlier.

Exhibit 1 reconciles adjusted net income which has not been determined in accordance with GAAP, to net income as determined in accordance with GAAP, for the three- and 12-month periods ended December 31, 2008 and December 31, 2007.

Management uses the non-GAAP measures presented within this news release to evaluate the Company’s performance on a comparable basis, to eliminate the volatility associated with its derivative instruments and to measure the amount of cash that is available for making payments on the Company’s financing debt and for discretionary purposes. Management believes that investors may find these measures useful for the same purposes, but cautions that they should not be considered a substitute for disclosure in accordance with GAAP.

Fourth-Quarter 2008 Performance Metrics

	•		Average number of vehicles serviced was approximately 4.6 million, compared with approximately 4.5 million in the fourth quarter of 2007.

	•		Total fuel transactions processed increased 6% from the fourth quarter of 2007 to 66.9 million. Payment processing transactions decreased 4% to 51.5 million, and transaction processing transactions increased 58% to 15.3 million.

	•		Average expenditure per payment processing transaction decreased 16% from the fourth quarter of 2007 to $52.69.

	•		Average retail fuel price declined 15% to $2.59 per gallon from $3.06 per gallon in the fourth quarter of 2007.

	•		Total MasterCard purchase volume grew 21% to $586 million, from $484 million for the fourth quarter of 2007.

To provide investors with additional insight into its operational performance, Wright Express has included in this news release a table of selected non-financial metrics for the five quarters ended December 31, 2008. This table is presented as Exhibit 2.

Management Comments on the Fourth Quarter

“Wright Express executed well in a very tough economic environment this quarter,” said Michael Dubyak, Chairman and CEO. “Our new GSA Fleet portfolio added approximately 278,000 vehicles to our installed base and attrition remained low, while our diversification efforts, including MasterCard, Pacific Pride and TelaPoint together made a significant contribution to our results.”

“The Company generated strong cash flow and maintained excellent liquidity in the fourth quarter and through 2008,” Dubyak said. “After paying down $42 million in financing debt and repurchasing $7.6 million in common stock during the quarter, we begin 2009 with an exceptionally strong balance sheet.”

“Our goal is to build on these strengths and maximize the results we produce even in difficult market conditions,” said Dubyak. “We expect further success in adding new vehicles and controlling attrition, and the diversification strategy we embarked on two years ago should continue to drive expanding streams of revenue. We will continue to invest in our growth strategies and in our people, and I am confident that Wright Express will be positioned for industry-leading growth when the economy begins to recover.”

Financial Guidance

Wright Express Corporation is issuing financial guidance for the first quarter and full year 2009. This guidance assumes continued deterioration in the economy and, therefore, further declines in fuel purchasing volume through the year, with volume in the Company’s installed base declining by approximately 10% to 15% from 2008. The guidance below also assumes a significant year-over-year decline in average fuel prices,

partially countered by the Company’s fuel-price derivative instruments. The guidance below further assumes that credit loss for full-year 2009 will range from 45 to 55 basis points. The guidance below does not reflect the impact of any stock repurchases that may occur in 2009. In addition, the Company’s guidance excludes the impact of non-cash, mark-to-market adjustments on the Company’s fuel-price-related derivative instruments, the amortization of purchased intangibles, and adjustments related to the deferred tax asset and tax-receivable agreement with the Company’s former parent company. The fuel prices referenced below are based on the applicable NYMEX futures price:

	•		For the first quarter of 2009, revenue in the range of $61 million to $68 million. This is based on an assumed average retail fuel price of $1.98 per gallon.

	•		First-quarter 2009 adjusted net income in the range of $10 million to $12 million, or $0.25 to $0.31 per diluted share, based on approximately 39 million shares outstanding.

	•		For the full year 2009, the Company expects revenue in the range of $270 million to $285 million. This is based on an assumed average retail fuel price of $1.97 per gallon.

	•		For the full year 2009, the Company expects adjusted net income in the range of $51 million to $59 million, or $1.30 to $1.50 per diluted share, based on approximately 39 million shares outstanding.

Conference Call Details

In conjunction with this announcement, Wright Express will host a conference call today, February 11, 2009, at 10:00 a.m. (ET). The conference call will be webcast live on the Internet, and can be accessed at the Investor Relations section of the Wright Express website, www.wrightexpress.com. The live conference call also can be accessed by dialing (877) 407-5790 or (201) 689-8328. A replay of the webcast will be available on the Company’s website for approximately three months.

About Wright Express

Wright Express is a leading global provider of payment processing and information management services. Wright Express captures and combines transaction information from its proprietary network with specialized analytical tools and purchasing control capabilities in a suite of solutions that enable fleets to manage their vehicles more effectively. The Company’s charge cards are used by commercial and government fleets to purchase fuel and maintenance services for approximately 4.6 million vehicles. Wright Express markets its services directly to fleets and as an outsourcing partner for its strategic relationships and franchisees. The Company’s business portfolio includes a MasterCard-branded corporate card as well as TelaPoint, a provider of supply chain software solutions for petroleum distributors and retailers, and Pacific Pride, an independent fuel distributor franchisee network, as well as international subsidiaries. For more information about Wright Express, please visit www.wrightexpress.com.

This press release contains forward-looking statements, including statements regarding: expectations for further success in adding new vehicles and controlling attrition; the implementation of a diversification strategy and its ability to expand revenue streams; plans for investment in growth strategies and human capital; confidence for success

following an economic recovery; expectations for future financial performance; and assumptions, expectations and guidance for first-quarter and full-year 2009 results. These forward-looking statements include a number of risks and uncertainties that could cause actual results to differ materially, including: volatility in fuel prices; fourth-quarter and full-year 2008 fueling patterns; risks related to customer and counterparty bankruptcies and credit failures; changes in interest rates; the effect of the Company’s fuel-price-related derivative instruments; effects of competition; the potential loss of key strategic relationships; decreased demand for fuel and other vehicle products and services and the effects of general economic conditions on the commercial activity of fleets; the Company’s ability to rapidly implement new technology and systems; potential corporate transactions including alliances, mergers, acquisitions and divestitures; achievement of the expected benefits of the Company’s acquisitions; and the other risks and uncertainties included from time to time in the Company’s filings with the Securities and Exchange Commission, including the annual report on Form 10-K filed on February 28, 2008, and the Company’s other periodic and current reports. Wright Express Corporation undertakes no obligation to update these forward-looking statements at any future date or dates.

WRIGHT EXPRESS CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(in thousands, except per share data)
(unaudited)


	Quarter Ended December 31,						Year Ended December 31,
	2008			2007			2008			2007
Revenues
Payment processing revenue	$	56,236		$	69,339		$	297,441			257,493
Transaction processing revenue		4,778			3,641			19,339			14,452
Account servicing revenue		7,975			7,344			30,631			26,767
Finance fees		7,864			7,523			31,043			26,885
Other		4,014			2,834			15,128			10,531

Total revenues		80,867			90,681			393,582			336,128

Expenses
Salary and other personnel		16,931			16,964			66,969			65,014
Service fees		4,732			4,199			20,361			14,987
Provision for credit losses		14,477			7,963			45,021			20,569
Technology leasing and support		2,032			2,121			8,510			8,738
Occupancy and equipment		3,376			1,512			9,159			6,091
Depreciation and amortization		5,481			4,456			20,123			15,018
Operating interest expense		7,326			9,061			34,993			34,086
Other		7,498			4,865			27,014			19,533

Total operating expenses		61,853			51,141			232,150			184,036

Operating income		19,014			39,540			161,432			152,092

Financing interest expense		(2,736	)		(3,367	)		(11,859	)		(12,677	)
Loss on extinguishment of debt		—			—			—			(1,572	)
Net realized and unrealized gains (losses) on fuel price derivatives		87,082			(28,580	)		55,206			(53,610	)
(Increase) decrease in amount due to Avis under tax receivable agreement		145			—			(9,014	)		78,904

Income before income taxes		103,505			7,593			195,765			163,137

Income taxes		38,354			2,970			68,125			111,560

Net income	$	65,151		$	4,623		$	127,640		$	51,577

Earnings per share:
Basic	$	1.69		$	0.12		$	3.28		$	1.29
Diluted	$	1.66		$	0.11		$	3.22		$	1.27

Weighted average common shares outstanding:
Basic		38,544			39,808			38,885			40,042
Diluted		39,373			40,425			39,787			40,751

WRIGHT EXPRESS CORPORATION
CONSOLIDATED BALANCE SHEETS
(in thousands)
(unaudited)


	December 31,
	2008			2007

Assets
Cash and cash equivalents	$	183,117		$	43,019
Accounts receivable (less reserve for credit losses of $18,435 in 2008 and $9,466 in 2007)		702,225			1,070,273
Income taxes receivable		7,903			3,320
Available-for-sale securities		12,533			9,494
Fuel price derivatives, at fair value		49,294			—
Property, equipment and capitalized software, net		44,864			45,537
Deferred income taxes, net		239,957			283,092
Goodwill		315,230			294,365
Other intangible assets, net		39,922			20,932
Other assets		16,810			15,044


Total assets	$	1,611,855		$	1,785,076


Liabilities and Stockholders’ Equity
Accounts payable	$	249,067		$	363,189
Accrued expenses		34,931			35,310
Deposits		540,146			599,089
Borrowed federal funds		—			8,175
Revolving line-of-credit facilities		170,600			199,400
Fuel price derivatives, at fair value		—			41,598
Other liabilities		3,083			4,544
Amounts due to Avis under tax receivable agreement		309,366			319,512
Preferred stock; 10,000 shares authorized:
Series A non-voting convertible, redeemable preferred stock; 0.1 shares issued and outstanding		10,000			10,000


Total liabilities		1,317,193			1,580,817

Stockholders’ Equity
Common stock $0.01 par value; 175,000 shares authorized, 40,966 in 2008 and 40,798 in 2007 shares issued; 38,244 in 2008 and 39,625 in 2007 shares outstanding		410			408
Additional paid-in capital		100,359			98,174
Retained earnings		272,479			144,839
Other comprehensive (loss) income, net of tax:
Net unrealized loss on available-for-sale securities		(53	)		(49	)
Net unrealized (loss) gain on interest rate swaps		(1,736	)		(1,417	)
Net foreign currency translation adjustment		(55	)		15


Accumulated other comprehensive (loss) income		(1,844	)		(1,451	)

Less treasury stock at cost, 2,722 shares in 2008 and 1,173 shares in 2007		(76,742	)		(37,711	)


Total stockholders’ equity		294,662			204,259


Total liabilities and stockholders’ equity	$	1,611,855		$	1,785,076

WRIGHT EXPRESS CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)


	Year ended December 31,
	2008			2007

Cash flows from operating activities
Net income	$	127,640		$	51,577
Adjustments to reconcile net income to net cash provided by (used for) operating activities:
Net unrealized (gain) loss on derivative instruments		(90,892	)		37,074
Stock-based compensation		5,216			4,508
Depreciation and amortization		20,588			15,719
Loss on extinguishment of debt		—			1,572
Deferred taxes		41,967			95,117
Provision for credit losses		45,021			20,569
Loss on disposal and impairment of property and equipment		108			—
Loss on impairment of internal-use software under development		1,538			—
Changes in operating assets and liabilities, net of effects of acquisitions:
Accounts receivable		362,444			(286,236	)
Other assets		(328	)		(2,163	)
Accounts payable		(156,463	)		66,048
Accrued expenses		(1,105	)		6,756
Income taxes		(4,934	)		(4,147	)
Other liabilities		(1,475	)		364
Amounts due to Avis under tax receivable agreement		(10,146	)		(98,847	)


Net cash provided by (used for) operating activities		339,179			(92,089	)

Cash flows from investing activities
Purchases of property and equipment		(16,111	)		(16,624	)
Purchases of available-for-sale securities		(4,301	)		(2,518	)
Maturities of available-for-sale securities		1,255			1,123
Purchases of fleet card receivables		—			(1,922	)
Purchase of trade name		(44	)		—
Acquisitions, net of cash acquired		(41,613	)		(40,806	)


Net cash used for investing activities		(60,814	)		(60,747	)

Cash flows from financing activities
Excess tax benefits from equity instrument share-based payment arrangements		113			3,023
Payments in lieu of issuing shares of common stock		(2,225	)		(2,188	)
Proceeds from stock option exercises		415			3,459
Net (decrease) increase in deposits		(58,943	)		204,390
Net decrease in borrowed federal funds		(8,175	)		(57,221	)
Net (repayments) borrowings on 2007 revolving line-of-credit facility		(28,800	)		199,400
Loan origination fees paid for 2007 revolving line-of-credit facility		(1,556	)		(998	)
Net repayments on 2005 revolving line-of-credit facility		—			(20,000	)
Repayments on term loan		—			(131,000	)
Repayments of acquired debt		—			(374	)
Purchase of shares of treasury stock		(39,031	)		(37,711	)


Net cash (used for) provided by financing activities		(138,202	)		160,780

Effect of exchange rates on cash and cash equivalents		(65	)		15


Net change in cash and cash equivalents		140,098			7,959
Cash and cash equivalents, beginning of period		43,019			35,060


Cash and cash equivalents, end of period	$	183,117		$	43,019

Exhibit 1

Wright Express Corporation
Reconciliation of Adjusted Net Income to GAAP Net Income
Fourth Quarter and Full Year 2008 and 2007

(in thousands)
(unaudited)

Three months

ended

12 months ended

December 31,

2008

2007

2008

2007

Adjusted net income

12,518

19,673

74,148

76,010

Non-cash, mark-to-market adjustments on derivative instruments

86,240

(22,823

)

90,892

(37,074

)

Amortization of purchased intangibles

(1,499

)

(681

)

(4,854

)

(1,089

)

Asset impairment charge

(1,538

)

—

(1,538

)

—

Tax impact of foregoing adjustments

(30,570

)

8,454

(31,008

)

13,730

GAAP net income

65,151

4,623

127,640

51,577

Although adjusted net income is not calculated in accordance with generally accepted accounting principles (GAAP), this measure is integral to the Company’s reporting and planning processes. The Company considers this measure integral because it eliminates the non-cash volatility associated with the derivative instruments, excludes the amortization of purchased intangibles and in the fourth quarter of 2008 excludes a non-cash asset impairment charge. 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 derivative instruments 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 fuel-price derivative contracts;

	•		The non-cash, mark-to-market adjustments on derivative instruments are difficult to forecast accurately, making comparisons across historical and future quarters difficult to evaluate; and

	•		The amortization of purchased intangibles and asset impairment have no impact on the operations of the business.

For the same reasons, Wright Express believes that adjusted net income may also be useful to investors as one means of evaluating the Company’s performance. However, because adjusted net income is a non-GAAP measure, it 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 as used by Wright Express may not be comparable to similarly titled measures employed by other companies.

Exhibit 2

Wright Express Corporation
Selected Non Financial Metrics


	Q4 2008			Q3 2008			Q2 2008			Q1 2008			Q4 2007

Fleet Payment Processing Revenue:
Payment processing transactions (000s)		51,509			55,519			55,940			53,225			53,379
Gallons per payment processing transaction		20.3			20.1			19.9			20.1			20.5

Payment processing gallons of fuel (000s)		1,047,627			1,115,908			1,112,153			1,070,829			1,093,510

Average fuel price	$	2.59			4.02			3.96			3.26			3.06

Payment processing $ of fuel (000s)	$	2,713,812			4,488,293			4,403,377			3,485,857			3,346,443
Net payment processing rate		1.86	%		1.71	%		1.82	%		1.87	%		1.91	%

Fleet payment processing revenue (000s)	$	50,407			76,802			80,217			65,075			64,015

MasterCard Payment Processing Revenue:

MasterCard purchase volume (000s)	$	585,967			670,137			622,844			525,699			484,343
Net interchange rate		0.99	%		1.03	%		1.07	%		1.05	%		1.10	%

MasterCard payment processing revenue (000s)	$	5,830			6,883			6,692			5,536			5,323

Definitions:

Payment processing transactions represents the total number of purchases made by fleets that have a payment processing relationship with Wright Express.

Payment processing gallons of fuel represents the total number of gallons of fuel purchased by fleets that have a payment processing relationship with Wright Express.

Payment processing $ of fuel represents the total dollar value of the fuel purchased by fleets that have a payment processing relationship with Wright Express.

Net payment processing rate represents the percentage of the dollar value of each payment processing transaction that Wright Express records as revenue from merchants less any discounts given to fleets or strategic relationships.

MasterCard purchase volume represents the total dollar value of all transactions that use a Wright Express MasterCard branded product.

Net interchange rate represents the percentage of the dollar value of each MasterCard transaction that Wright Express records as revenue less any discounts given to customers.

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Table of Contents

Table of Contents

Table of Contents

Table of Contents