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) |
June 4, 2014 (May 29, 2014) |
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.)
|
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:
⃞ 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))
Item 8.01 Other Events.
On May 29, 2014, WEX Inc. (the "Company") purchased put option contracts and sold call option contracts, designed to be a costless collar, on the wholesale price of gasoline with Wells Fargo Bank, N.A. and the retail price of diesel fuel with The Huntington National Bank (collectively, the "Contracts"). The Contracts have an aggregate notional amount of 11,270,138 gallons of gasoline and diesel fuel and will expire on a monthly basis during the last three quarters of 2015. The settlement of the Contracts is based upon the New York Mercantile Exchange’s New York Harbor Reformulated Gasoline Blendstock for Oxygenate Blending and the U.S. Department of Energy's weekly retail on-highway diesel fuel price for the month. The Contracts lock in a weighted average retail floor price of approximately $3.38 per gallon and a weighted average retail ceiling price of approximately $3.44 per gallon.
On June 4, 2014, the Company issued a news release entitled "WEX Extends Its Existing Fuel-Price Risk Management Program." A copy of the news release is furnished as exhibit 99.1 and is incorporated by reference in its entirety.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. |
Description |
|
99.1 | News release of WEX Inc. dated June 4, 2014 |
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. |
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Date: | June 4, 2014 | By: |
/s/ Steven A. Elder |
Steven A. Elder |
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Senior Vice President and Chief Financial Officer |
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(principal financial and accounting officer) |
WEX INC.
CURRENT REPORT ON FORM 8-K
Report Dated
June 4, 2014
EXHIBIT INDEX
Exhibit No. |
Description |
|
99.1* |
News release of WEX Inc. dated June 4, 2014 |
|
* |
Indicates that exhibit is filed with this report. |
Exhibit 99.1
WEX Extends Its Existing Fuel Price Risk Management Program
SOUTH PORTLAND, Maine--(BUSINESS WIRE)--June 4, 2014--WEX Inc. (NYSE: WEX), a leading provider of corporate payment solutions, today announced that it has extended its existing fuel price risk management program through the fourth quarter of 2015.
On May 29, 2014, the Company purchased instruments to cover a portion of its anticipated domestic fuel price-related earnings exposure for the second, third and fourth quarters of 2015. At this time, WEX has hedged approximately 60% of its first quarter, 60% of its second quarter, 40% of its third quarter and 20% of its fourth quarter 2015 exposure. Going forward, the Company intends to hedge approximately 60% of its domestic fuel price-related earnings exposure in every quarter on a rolling basis.
The instruments are designed to enhance the visibility and predictability of the Company's future earnings. The program uses instruments that create a "costless collar" based upon both the U.S. Department of Energy's weekly diesel fuel price index and NYMEX unleaded gasoline contracts. The May purchase locked in a fuel price range of approximately $3.38 to $3.44 per gallon. The following table states the approximate range of the collar and percentage of fuel price-related earnings exposure:
Q2 | Q3 | Q4 | Q1 | Q2 | Q3 | Q4 | ||||||||||||||||
2014 | 2014 | 2014 | 2015 | 2015 | 2015 | 2015 | ||||||||||||||||
Average low end of range | $3.36 | $3.37 | $3.34 | $3.34 | $3.37 | $3.39 | $3.38 | |||||||||||||||
Average top end of range | $3.42 | $3.43 | $3.40 | $3.40 | $3.43 | $3.45 | $3.44 | |||||||||||||||
Approximate % locked in | 60% | 60% | 60% | 60% | 60% | 40% | 20% | |||||||||||||||
Forward-Looking Statements Disclaimer
This news release contains forward-looking statements, including statements regarding WEX's belief that it has purchased instruments to cover varying percentages of its anticipated fuel price-related earnings exposure through the fourth quarter of 2015; intention to hedge approximately 60% of its domestic fuel price-related earnings exposure in every quarter, on a rolling basis; and belief that the instruments will enhance the visibility and predictability of the Company's future earnings. When used in this news release, the words "may," "could," "anticipate," "plan," "continue," "project," "intend," "estimate," "believe," "expect" and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such words. These forward-looking statements are subject to a number of risks and uncertainties that could cause actual results to differ materially, including: the effects of general economic conditions on fueling patterns and the commercial activity of fleets; the effects of the Company’s business expansion and acquisition efforts; the Company’s failure to successfully integrate the businesses it has acquired; the Company's failure to consummate a previously announced acquisition, including the acquisition of ExxonMobil's European commercial fuel card program; the failure of corporate investments to result in anticipated strategic value; the impact and range of credit losses; the impact of changes to the Company's credit standards; breaches of the Company’s technology systems and any resulting negative impact on our reputation, liability, or loss of relationships with customers or merchants; fuel price volatility; the Company’s failure to maintain or renew key agreements; failure to expand the Company’s technological capabilities and service offerings as rapidly as the Company’s competitors; the actions of regulatory bodies, including banking and securities regulators, or possible changes in banking regulations impacting the Company’s industrial bank and the Company as the corporate parent; the impact of foreign currency exchange rates on the Company’s operations, revenue and income; changes in interest rates; the impact of the Company’s outstanding bonds on its operations; financial loss if the Company determines it necessary to unwind its derivative instrument position prior to the expiration of a contract; the incurrence of impairment charges if our assessment of the fair value of certain of our reporting units changes; the uncertainties of litigation; as well as other risks and uncertainties identified in Item 1A. of the Company's annual report on Form 10-K filed with the Securities and Exchange Commission on February 27, 2014 and the Company's subsequent periodic and current reports. The Company's forward-looking statements and these factors 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 this news 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.
About WEX Inc.
WEX Inc. (NYSE: WEX) is a leading provider of corporate payment solutions. From its roots in fleet card payments beginning in 1983, WEX has expanded the scope of its business into a multi-channel provider of corporate payment solutions representing more than 7.8 million cardholders and offering exceptional payment security and control across a wide spectrum of business sectors. The Company’s operations include WEX Bank, Fleet One, Pacific Pride, rapid! PayCard, WEX Australia, WEX New Zealand and WEX Europe, as well as a majority equity position in UNIK S.A., Brazil. WEX and its subsidiaries employ more than 1,400 associates. For more information about WEX, please visit www.wexinc.com.
CONTACT:
News media contact:
WEX Inc.
Jessica Roy,
207-523-6763
Jessica.Roy@wexinc.com
or
Investor
contact:
WEX Inc.
Michael E. Thomas, 207-523-6743
Michael.Thomas@wexinc.com