8-K

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) April 29, 2009 (April 29, 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

Ex-99.1 Press release, dated April 29, 2009

Item 2.02 Results of Operations and Financial Condition

On April 29, 2009, we issued a press release announcing our first quarter 2009 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.

(c) Exhibits.

Exhibit No.		Description
	99.1	Press release of Wright Express Corporation dated April 29, 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: April 29, 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 April 29, 2009

EXHIBIT INDEX

Exhibit No.		Description
	99.1	Press release of Wright Express Corporation dated April 29, 2009

EX-99.1

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 First Quarter
2009 Financial Results
Results Exceed Top End of Guidance
Company Reports Lower Credit Loss and Improved Performance in Collections
First Quarter Cash Flow Fuels $34 Million Debt Pay-down

SOUTH PORTLAND, Maine, April 29, 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 months ended March 31, 2009.

Total revenue for the first quarter of 2009 decreased 26% to $69.2 million from $92.9 million for the first quarter of 2008. Net income to common shareholders on a GAAP basis was $11.0 million, or $0.28 per diluted share, compared with $14.5 million, or $0.36 per diluted share, for the comparable quarter a year earlier. On a non-GAAP basis, the Company’s adjusted net income for the first quarter of 2009 was $16.3 million, or $0.42 per diluted share, compared with $17.4 million, or $0.44 per diluted share, for the year-earlier period. In addition to previously excluded items, adjusted net income for the first quarter of 2009 excludes a non-cash asset impairment charge of $421,000 related to internally developed software costs, as well as adjustments to the deferred tax asset and related tax-receivable agreement with the Company’s former parent company.

Wright Express uses fuel-price derivative instruments to mitigate financial risks associated with the variability in fuel prices. For the first quarter of 2009, the Company’s GAAP financial results include an unrealized $6.5 million pre-tax, non-cash, mark-to-market loss on these instruments. For the first quarter of 2008, the Company reported an unrealized pre-tax, non-cash, mark-to-market loss of $3.6 million.

Exhibit 1 reconciles adjusted net income for the first quarters of 2009 and 2008, which has not been determined in accordance with GAAP, to net income as determined in accordance with GAAP.

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.

First Quarter 2009 Performance Metrics

• Average number of vehicles serviced increased 6% from the first quarter of 2008 to approximately 4.7 million.

• Total fuel transactions processed declined 2% from the first quarter of 2008 to 63.3 million. Payment processing transactions decreased 7% to 49.3 million, and transaction processing transactions increased 21% to 14.0 million.

• Average expenditure per payment processing transaction decreased 38% from the first quarter of 2008 to $40.78.

• Average retail fuel price declined 39% to $2.00 per gallon from $3.26 per gallon in the first quarter of 2008.

• Total MasterCard purchase volume grew 23% to $649 million, from $526 million for the first quarter of 2008.

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 March 31, 2009. This table is presented as Exhibit 2.

Management Comments on the First Quarter

“This was a very positive quarter for Wright Express, as we exceeded our guidance for both revenue and adjusted net income,” said Michael Dubyak, Chairman and CEO. “Although we did see the year-over-year erosion in fleet transaction volume that we expected, our collections experience improved significantly in the quarter. As a consequence, fleet credit loss fell back to within the company’s historic range, significantly improving our results this quarter.”

“At the front end of the business, we continued to perform well in acquiring new customers,” Dubyak said. “In addition, our first-quarter performance metrics reflected the full impact of the federal GSA Fleet portfolio that we added in the fourth quarter of 2008. In the aggregate our MasterCard, TelaPoint, Pacific Pride and WEXSmart telematics businesses continued to grow in the first quarter both in terms of dollars contributed and as a percentage of the overall top line compared to the first quarter of 2008. These businesses have clearly helped Wright Express weather the economic storm this past year by continuing to grow at a time when our fleet customer base activity was contracting.”

“We will continue to consider additional opportunities to diversify our top line and strengthen our business, and are well-positioned with excellent liquidity as we do so,” said Dubyak. “Our business model continues to generate significant cash flow, which enabled us to pay down $34 million in debt this quarter, further reinforcing the Company’s exceptionally strong balance sheet.”

“Wright Express is performing well at a very challenging time because of a unique combination of strengths,” Dubyak said. “These include front-end sales growth; increasingly diversified revenue; low attrition rates overall; strong capital structure, liquidity and cash flow, a promising international business; as well as upside from our fuel hedging strategy. We look forward to further capitalizing on these advantages as the year unfolds.”

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Financial Guidance

Wright Express Corporation is issuing financial guidance for the second quarter and raising guidance for the full year 2009. In preparing this guidance, management continues to assume 10% to 15% year-over-year declines in transaction volume within the Company’s installed base of customers due to weak economic conditions. The guidance below further assumes that credit loss for the full year 2009 will range from 25 to 35 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 its fuel-price-related derivative instruments, the amortization of purchased intangibles, and adjustments related to the deferred tax asset and related 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 second quarter of 2009, the Company expects revenue in the range of $66 million to $72 million. This is based on an assumed average retail fuel price of $2.14 per gallon.

• For the second quarter of 2009, the Company expects adjusted net income in the range of $15 million to $17 million, or $0.38 to $0.43 per diluted share, based on approximately 39 million shares outstanding.

• For the full year 2009, the Company expects revenue in the range of $277 million to $287 million. This is based on an assumed average retail fuel price of $2.10 per gallon.

• For the full year 2009, the Company expects adjusted net income in the range of $59 million to $67 million, or $1.50 to $1.70 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, April 29, 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 4.7 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: continuing consideration of additional opportunities to diversify top line revenue; strengthening the Company’s business; the Company’s liquidity position; cash flow generation; prospects for

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international business; and, upside from the fuel hedging strategy. These forward-looking statements include a number of risks and uncertainties that could cause actual results to differ materially, including: volatility in fuel prices; second quarter and full year 2009 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 alliances, mergers and 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 27, 2009, 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.

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

	Three months ended
	March 31,
	2009			2008
Service Revenues
Payment processing revenue	$	44,992		$	70,611
Transaction processing revenue		4,298			3,980
Account servicing revenue		8,959			7,422
Finance fees		7,064			7,651
Other		2,799			2,725
Total service revenues		68,112			92,389
Product Revenues
Hardware and equipment sales		1,064			557
Total revenues		69,176			92,946
Expenses
Salary and other personnel		17,853			17,118
Service fees		6,182			4,846
Provision for credit losses		4,235			10,396
Technology leasing and support		2,160			2,172
Occupancy and equipment		2,388			1,852
Depreciation and amortization		5,245			4,491
Operating interest expense		4,816			8,808
Cost of hardware and equipment sold		993			505
Other		5,980			5,690
Total operating expenses		49,852			55,878
Operating income		19,324			37,068
Financing interest expense		(2,020	)		(3,101	)
Net realized and unrealized gains (losses) on fuel price derivatives		653			(10,574	)
Increase in amount due to Avis under tax receivable agreement		(570	)		—
Income before income taxes		17,387			23,393
Provision for income taxes		6,410			8,865
Net income		10,977			14,528
Changes in available-for-sale securities, net of tax effect of $32 in 2009 and $28 in 2008		57			52
Changes in interest rate swaps, net of tax effect of $406 in 2009 and $(656) in 2008		700			(1,182	)
Foreign currency translation		(24	)		(10	)
Comprehensive income	$	11,710		$	13,388
Earnings per share:
Basic	$	0.29		$	0.37
Diluted	$	0.28		$	0.36
Weighted average common shares outstanding:
Basic		38,339			39,312
Diluted		39,177			40,275

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WRIGHT EXPRESS CORPORATION
CONSOLIDATED BALANCE SHEETS
(in thousands)

	March 31,				December 31,
	2009				2008
	(unaudited)
Assets
Cash and cash equivalents	$	22,888		$	183,117
Accounts receivable (less reserve for credit losses of $10,002 in 2009 and $18,435 in 2008)		698,600			702,225
Income taxes receivable		2,178			7,903
Available-for-sale securities		12,306			12,533
Fuel price derivatives, at fair value		42,823			49,294
Property, equipment and capitalized software (net of accumulated depreciation of $61,739 in 2009 and $57,814 in 2008)		44,771			44,864
Deferred income taxes, net		238,488			239,957
Goodwill		315,230			315,230
Other intangible assets, net		38,642			39,922
Other assets		18,744			16,810
Total assets	$	1,434,670		$	1,611,855
Liabilities and Stockholders’ Equity
Accounts payable	$	290,719		$	249,067
Accrued expenses		28,425			34,931
Deposits		350,855			540,146
Revolving line-of-credit facility		136,600			170,600
Other liabilities		1,355			3,083
Amounts due to Avis under tax receivable agreement		309,936			309,366
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		1,127,890			1,317,193
Commitments and contingencies
Stockholders’ Equity
Common stock $0.01 par value; 175,000 shares authorized, 41,075 in 2009
and 40,966 in 2008 shares issued; 38,352 in 2009 and 38,244 in 2008 shares outstanding		411			410
Additional paid-in capital		100,766			100,359
Retained earnings		283,456			272,479
Other comprehensive loss, net of tax:
Net unrealized loss on available-for-sale securities		4			(53	)
Net unrealized loss on interest rate swaps		(1,036	)		(1,736	)
Net foreign currency translation adjustment		(79	)		(55	)
Accumulated other comprehensive loss		(1,111	)		(1,844	)
Less treasury stock at cost, 2,722 shares in 2009 and 2008		(76,742	)		(76,742	)
Total stockholders’ equity		306,780			294,662
Total liabilities and stockholders’ equity	$	1,434,670		$	1,611,855

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

	Three Months Ended
	March 31,
	2009			2008
Cash flows from operating activities
Net income	$	10,977		$	14,528
Adjustments to reconcile net income to net cash provided by operating activities:
Fair value change of fuel price derivatives		6,471			3,575
Stock-based compensation		1,364			1,408
Depreciation and amortization		5,400			4,550
Deferred taxes		1,031			4,723
Provision for credit losses		4,235			10,396
Loss on disposal of property and equipment		—			58
Impairment of internal-use software		421			—
Changes in operating assets and liabilities, net of effects of acquisition:
Accounts receivable		(606	)		(151,189	)
Other assets		(2,091	)		110
Accounts payable		41,649			125,433
Accrued expenses		(5,405	)		(6,179	)
Income taxes		5,195			3,110
Amounts due to Avis under tax receivable agreement		570			—
Other liabilities		(1,723	)		(968	)
Net cash provided by operating activities		67,488			9,555
Cash flows from investing activities
Purchases of property and equipment		(4,293	)		(4,256	)
Reinvestment of dividends on available-for-sale securities		(40	)		(42	)
Maturities of available-for-sale securities		356			337
Acquisition, net of cash acquired		—			(31,520	)
Net cash used for investing activities		(3,977	)		(35,481	)
Cash flows from financing activities
Payments of tax withholdings on equity compensation		(418	)		(1,271	)
Proceeds from stock option exercises		—			294
Net decrease in deposits		(189,291	)		(65,227	)
Net increase in borrowed federal funds		—			88,003
Net change in revolving line-of-credit facility		(34,000	)		47,600
Purchase of shares of treasury stock		—			(29,345	)
Net cash (used for) provided by financing activities		(223,709	)		40,054
Effect of exchange rate changes on cash and cash equivalents		(31	)		(10	)
Net change in cash and cash equivalents		(160,229	)		14,118
Cash and cash equivalents, beginning of period		183,117			43,019
Cash and cash equivalents, end of period	$	22,888		$	57,137
Supplemental cash flow information
Interest paid	$	9,751		$	10,111
Income taxes paid	$	182		$	1,137

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Exhibit 1

Wright Express Corporation
Reconciliation of Adjusted Net Income to GAAP Net Income
First Quarter 2009 and 2008

(in thousands)
(unaudited)

	Three months			Three months
	ended			ended
	March 31,			March 31,
	2009			2008
Adjusted net income	$	16,252		$	17,399
Non-cash, mark-to-market adjustments on derivative instruments		(6,471	)		(3,575	)
Amortization of purchased intangibles		(1,280	)		(870	)
Asset impairment charge		(421	)		—
Adjustments related to the deferred tax asset and tax receivable agreement		(570	)		—
Tax impact of foregoing adjustments		3,467			1,574
GAAP net income	$	10,977		$	14,528

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, excludes a non-cash asset impairment charge and the net impact of tax rate changes on our deferred tax asset and related changes in Avis tax receivable agreement. 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;

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

• The impact of tax rate changes on the Company’s deferred tax asset and related Avis tax receivable agreement largely offset each other and 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 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.

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Exhibit 2

Wright Express Corporation
Selected Non Financial Metrics

	Q1 2009			Q4 2008			Q3 2008			Q2 2008			Q1 2008
Fleet Payment Processing Revenue:
Payment processing transactions (000s)		49,297			51,509			55,519			55,940			53,225
Gallons per payment processing transaction		20.3			20.3			20.1			19.9			20.1
Payment processing gallons of fuel (000s)		1,003,189			1,047,627			1,115,908			1,112,153			1,070,829
Average fuel price	$	2.00			2.59			4.02			3.96			3.26
Payment processing $ of fuel (000s)	$	2,010,123			2,713,812			4,488,293			4,403,377			3,485,857
Net payment processing rate		1.94	%		1.86	%		1.71	%		1.82	%		1.87	%
Fleet payment processing revenue (000s)	$	38,988			50,407			76,802			80,217			65,075
MasterCard Payment Processing Revenue:
MasterCard purchase volume (000s)	$	649,048			585,967			670,137			622,844			525,699
Net interchange rate		0.93	%		0.99	%		1.03	%		1.07	%		1.05	%
MasterCard payment processing revenue (000s)	$	6,004			5,830			6,883			6,692			5,536

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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