Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2015 | Oct. 27, 2015 | |
Document And Entity Information [Abstract] | ||
Entity Registrant Name | WEX Inc. | |
Trading Symbol | WEX | |
Entity Central Index Key | 1,309,108 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2015 | |
Document Fiscal Year Focus | 2,015 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false | |
Entity Common Stock, Shares Outstanding | 38,642,308 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) | Sep. 30, 2015 | Dec. 31, 2014 |
Assets | ||
Cash and cash equivalents | $ 533,626,000 | $ 284,763,000 |
Accounts receivable (less reserve for credit losses of $11,535 in 2015 and $13,919 in 2014) | 1,791,681,000 | 1,865,538,000 |
Securitized accounts receivable, restricted | 91,756,000 | 0 |
Income taxes receivable | 0 | 6,859,000 |
Available-for-sale securities | 18,738,000 | 18,940,000 |
Fuel price derivatives, at fair value | 13,417,000 | 40,969,000 |
Property, equipment and capitalized software (net of accumulated depreciation of $184,159 in 2015 and $169,382 in 2014) | 124,632,000 | 105,596,000 |
Deferred income taxes, net | 9,675,000 | 5,764,000 |
Goodwill | 1,068,455,000 | 1,116,902,000 |
Other intangible assets, net | 443,027,000 | 497,297,000 |
Other assets | 253,497,000 | 175,506,000 |
Total assets | 4,348,504,000 | 4,118,134,000 |
Liabilities and Stockholders’ Equity | ||
Accounts payable | 518,892,000 | 425,956,000 |
Accrued expenses | 184,927,000 | 137,358,000 |
Income taxes payable | 8,911,000 | 0 |
Deposits | 1,189,314,000 | 979,553,000 |
Securitized debt | 78,303,000 | 0 |
Borrowed federal funds | 0 | 0 |
Revolving line-of-credit facilities and term loan | 709,219,000 | 901,564,000 |
Deferred income taxes, net | 70,565,000 | 44,004,000 |
Notes outstanding | 400,000,000 | 400,000,000 |
Other debt | 50,340,000 | 52,975,000 |
Amounts due under tax receivable agreement | 60,319,000 | 69,637,000 |
Other liabilities | 10,793,000 | 12,776,000 |
Total liabilities | $ 3,281,583,000 | $ 3,023,823,000 |
Commitments and contingencies (Note 14) | ||
Redeemable non-controlling interest | $ 0 | $ 16,590,000 |
Stockholders’ Equity | ||
Common stock $0.01 par value; 175,000 shares authorized; 43,077 shares issued in 2015 and 43,021 in 2014; 38,745 shares outstanding in 2015 and 38,897 in 2014 | 431,000 | 430,000 |
Additional paid-in capital | 172,788,000 | 179,077,000 |
Non-controlling interest | 12,332,000 | 17,396,000 |
Retained earnings | 1,162,733,000 | 1,081,730,000 |
Accumulated other comprehensive income | (109,021,000) | (50,581,000) |
Less treasury stock at cost; 4,428 shares in 2015 and 4,218 shares in 2014 | (172,342,000) | (150,331,000) |
Total stockholders’ equity | 1,066,921,000 | 1,077,721,000 |
Total liabilities and stockholders’ equity | $ 4,348,504,000 | $ 4,118,134,000 |
CONDENSED CONSOLIDATED BALANCE3
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Statement of Financial Position [Abstract] | ||
Accounts receivable, reserve for credit losses | $ 11,535 | $ 13,919 |
Property, equipment and capitalized software, accumulated depreciation | $ 184,159 | $ 169,382 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 175,000,000 | 175,000,000 |
Common stock, shares issued | 43,077,000 | 43,021,000 |
Common stock, shares outstanding | 38,745,000 | 38,897,000 |
Treasury stock, shares | 4,428,000 | 4,218,000 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF INCOME - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Revenues | ||||
Total revenues | $ 226,057 | $ 222,134 | $ 641,995 | $ 605,783 |
Expenses | ||||
Salary and other personnel | 57,174 | 55,392 | 174,682 | 142,720 |
Restructuring | (45) | 0 | 8,514 | 0 |
Service fees | 36,924 | 34,024 | 100,935 | 88,160 |
Provision for credit losses | 6,635 | 7,261 | 14,532 | 23,154 |
Technology leasing and support | 10,157 | 8,006 | 29,612 | 22,184 |
Occupancy and equipment | 5,240 | 5,362 | 15,271 | 13,489 |
Depreciation, amortization and impairment | 20,778 | 19,600 | 62,924 | 49,794 |
Operating interest expense | 1,483 | 1,860 | 4,419 | 4,747 |
Cost of hardware and equipment sold | 706 | 1,830 | 2,499 | 5,033 |
Other | 19,260 | 13,438 | 50,919 | 39,275 |
Gain on divestiture | 0 | (27,169) | (1,215) | (27,169) |
Total operating expenses | 158,312 | 119,604 | 463,092 | 361,387 |
Operating income | 67,745 | 102,530 | 178,903 | 244,396 |
Financing interest expense | (11,330) | (9,840) | (35,334) | (24,472) |
Net foreign currency gain (loss) | 6,525 | (7,560) | (12) | (5,289) |
Net realized and unrealized gain on fuel price derivative instruments | 7,922 | 14,773 | 4,671 | 9,057 |
Non-cash adjustments related to tax receivable agreement | 1,634 | (1,356) | 1,634 | (1,356) |
Income before income taxes | 72,496 | 98,547 | 149,862 | 222,336 |
Income taxes | 30,714 | 24,697 | 61,647 | 69,557 |
Net income | 41,782 | 73,850 | 88,215 | 152,779 |
Less: Net gain (loss) attributable to non-controlling interests | 203 | (593) | (2,201) | (1,539) |
Net earnings attributable to WEX Inc. | 41,579 | 74,443 | 90,416 | 154,318 |
Accretion of non-controlling interest | (32,448) | |||
Net earnings attributable to shareholders | $ 32,166 | $ 74,443 | $ 81,003 | $ 154,318 |
Net earnings attributable to shareholders per share: | ||||
Basic (in dollars per share) | $ 0.83 | $ 1.92 | $ 2.09 | $ 3.97 |
Diluted (in dollars per share) | $ 0.83 | $ 1.91 | $ 2.08 | $ 3.96 |
Weighted average common shares outstanding: | ||||
Basic (in shares) | 38,745 | 38,867 | 38,780 | 38,896 |
Diluted (in shares) | 38,808 | 38,961 | 38,852 | 39,004 |
Fleet payment solutions [Member] | ||||
Revenues | ||||
Total revenues | $ 140,672 | $ 144,497 | $ 404,682 | $ 425,760 |
Employee payment solutions [Member] | ||||
Revenues | ||||
Total revenues | 85,385 | 77,637 | 237,313 | 180,023 |
Retained Earnings [Member] | ||||
Expenses | ||||
Accretion of non-controlling interest | $ (9,413) | $ 0 | $ (9,413) | $ 0 |
CONDENSED CONSOLIDATED STATEME5
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income | $ 41,782 | $ 73,850 | $ 88,215 | $ 152,779 |
Changes in available-for-sale securities, net of tax effect of $59 and $(15) for the three months ended September 30, 2015 and 2014 and $29 and $116 for the nine months ended September 30, 2015 and 2014 | 99 | (26) | 50 | 200 |
Foreign currency translation | (34,948) | (33,832) | (55,265) | (11,170) |
Comprehensive income | 6,933 | 39,992 | 33,000 | 141,809 |
Less: comprehensive loss attributable to non-controlling interests | (2,255) | (3,571) | (8,084) | (3,261) |
Comprehensive income attributable to WEX Inc. | $ 9,188 | $ 43,563 | $ 41,084 | $ 145,070 |
CONDENSED CONSOLIDATED STATEME6
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Statement of Comprehensive Income [Abstract] | ||||
Changes in available-for-sale securities, tax effect | $ 59 | $ (15) | $ 29 | $ 116 |
CONDENSED CONSOLIDATED STATEME7
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) shares in Thousands, $ in Thousands | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Other Comprehensive Income (Loss) [Member] | Treasury Stock [Member] | Retained Earnings [Member] | Non-controlling interest in subsidiaries [Member] |
Beginning Balance (in shares) at Dec. 31, 2013 | 38,987 | ||||||
Beginning Balance at Dec. 31, 2013 | $ 903,297 | $ 429 | $ 168,891 | $ (15,495) | $ (130,566) | $ 879,519 | $ 519 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Stock issued upon exercise of stock options (in shares) | 17 | ||||||
Stock issued upon exercise of stock options | 236 | $ 0 | 236 | ||||
Tax benefit (expense) from stock option and restricted stock units | 1,432 | 1,432 | |||||
Stock issued upon vesting of restricted and deferred stock units (in shares) | 77 | ||||||
Stock issued upon vesting of restricted and deferred stock units | 0 | $ 1 | (1) | ||||
Stock-based compensation, net of share repurchases for tax withholdings | 6,747 | 6,747 | |||||
Purchase of shares of treasury stock (in shares) | (211) | ||||||
Purchase of shares of treasury stock | (19,765) | (19,765) | |||||
Changes in available-for-sale securities, net of tax effect of $116 in 2014 and $29 in 2015 | 200 | 200 | |||||
Foreign currency translation | (10,455) | (9,448) | (1,007) | ||||
Non-controlling interest investment | 21,267 | 21,267 | |||||
Accretion of non-controlling interest | 0 | ||||||
Net income (loss) | 152,810 | 154,318 | (1,508) | ||||
Ending Balance (in shares) at Sep. 30, 2014 | 38,870 | ||||||
Ending Balance at Sep. 30, 2014 | 1,055,769 | $ 430 | 177,305 | (24,743) | (150,331) | 1,033,837 | 19,271 |
Beginning Balance (in shares) at Dec. 31, 2014 | 38,897 | ||||||
Beginning Balance at Dec. 31, 2014 | 1,077,721 | $ 430 | 179,077 | (50,581) | (150,331) | 1,081,730 | 17,396 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Stock issued upon exercise of stock options (in shares) | 2 | ||||||
Stock issued upon exercise of stock options | 24 | $ 0 | 24 | ||||
Tax benefit (expense) from stock option and restricted stock units | (230) | (230) | |||||
Stock issued upon vesting of restricted and deferred stock units (in shares) | 56 | ||||||
Stock issued upon vesting of restricted and deferred stock units | 0 | $ 1 | (1) | ||||
Stock-based compensation, net of share repurchases for tax withholdings | 7,845 | 7,845 | |||||
Purchase of shares of treasury stock (in shares) | (210) | ||||||
Purchase of shares of treasury stock | (22,011) | (22,011) | |||||
Changes in available-for-sale securities, net of tax effect of $116 in 2014 and $29 in 2015 | 50 | 50 | |||||
Other comprehensive income (loss) | (49,382) | ||||||
Foreign currency translation | (51,055) | (1,673) | |||||
Accretion of non-controlling interest | (32,448) | (13,927) | (9,413) | ||||
Net income (loss) | 87,025 | 90,416 | (3,391) | ||||
Ending Balance (in shares) at Sep. 30, 2015 | 38,745 | ||||||
Ending Balance at Sep. 30, 2015 | $ 1,066,921 | $ 431 | $ 172,788 | $ (109,021) | $ (172,342) | $ 1,162,733 | $ 12,332 |
CONDENSED CONSOLIDATED STATEME8
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (Parenthetical) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Statement of Stockholders' Equity [Abstract] | ||
Changes in available-for-sale securities, tax effect | $ 29 | $ (116) |
CONDENSED CONSOLIDATED STATEME9
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Cash flows from operating activities | ||
Net income | $ 88,215 | $ 152,779 |
Adjustments to reconcile net income to net cash provided by (used for) operating activities: | ||
Fair value change of fuel price derivatives | 27,552 | (14,140) |
Stock-based compensation | 10,227 | 10,089 |
Depreciation, amortization and impairment | 65,243 | 51,658 |
Gain on divestiture | (1,215) | (27,169) |
Deferred taxes | 24,057 | 25,190 |
Foreign currency remeasurement | 17,074 | 0 |
Restructuring charge | 8,514 | 0 |
Provision for credit losses | 14,532 | 23,154 |
Loss on disposal of property, equipment and capitalized software | 298 | 1,138 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (78,951) | (389,339) |
Other assets | (82,133) | (42,455) |
Accounts payable | 107,884 | 201,506 |
Accrued expenses | 40,539 | 19,203 |
Income taxes | 17,288 | (6,757) |
Other liabilities | (2,221) | (1,724) |
Amounts due under tax receivable agreement | (9,318) | (5,772) |
Net cash provided by (used for) operating activities | 247,585 | (2,639) |
Cash flows from investing activities | ||
Purchases of property, equipment and capitalized software | (47,117) | (39,403) |
Purchases of available-for-sale securities | (263) | (2,740) |
Maturities of available-for-sale securities | 544 | 279 |
Acquisitions and investments, net of cash | 0 | (591,791) |
Proceeds from divestitures | 17,265 | 46,890 |
Net cash used for investing activities | (29,571) | (586,765) |
Cash flows from financing activities | ||
Excess tax benefits from equity instrument share-based payment arrangements | 658 | 1,432 |
Repurchase of share-based awards to satisfy tax withholdings | (2,382) | (3,342) |
Proceeds from stock option exercises | 24 | 235 |
Net change in deposits | 211,015 | 379,812 |
Other debt | 155 | 47,798 |
Loan origination fee | 0 | (3,309) |
Net activity on 2014 revolving credit facility | (168,752) | 190,700 |
Net change in securitized debt | 85,658 | 0 |
Payments on term loan | (20,625) | (14,375) |
Borrowings on 2014 term loan | 0 | 222,500 |
Purchase of redeemable non-controlling interest | (46,018) | 0 |
Purchase of shares of treasury stock | (22,011) | (19,765) |
Net cash provided by financing activities | 37,722 | 801,686 |
Effect of exchange rate changes on cash and cash equivalents | (6,873) | 2,938 |
Net change in cash and cash equivalents | 248,863 | 215,220 |
Cash and cash equivalents, beginning of period | 284,763 | 361,486 |
Cash and cash equivalents, end of period | 533,626 | 576,706 |
Supplemental cash flow information | ||
Interest paid | 41,292 | 31,757 |
Income taxes paid | $ 19,899 | $ 49,504 |
Basis of Presentation
Basis of Presentation | 9 Months Ended |
Sep. 30, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | 1. Basis of Presentation The acronyms and abbreviations identified below are used in the accompanying unaudited condensed consolidated financial statements and the notes thereto. The following is provided to aid the reader and provide a reference point when reviewing the unaudited condensed consolidated financial statements. 2011 Credit Agreement Credit agreement entered into on May 23, 2011 among the Company, as borrower, WEX Card Holdings Australia Pty Ltd, a wholly-owned subsidiary of the Company, as specified designated borrower, Bank of America, N.A., as administrative agent and letter of credit issuer, and the other lenders party thereto 2013 Credit Agreement Amended and restated credit agreement entered into on January 18, 2013 by and among the Company and certain of our subsidiaries, as borrowers, and WEX Card Holdings Australia Pty Ltd, as specified designated borrower, with a lending syndicate 2014 Amendment Agreement Amendment and restatement agreement entered into on August 22, 2014, among the Company, the lenders party thereto, and Bank of America, N.A., as administrative agent 2014 Credit Agreement Second amended and restated credit agreement entered into on August 22, 2014, by and among the Company and certain of our subsidiaries, as borrowers, and WEX Card Holding Australia Adjusted Net Income or ANI A non-GAAP metric that adjusts net earnings attributable to WEX Inc. to exclude fair value changes of fuel-price related derivative instruments, the amortization of purchased intangibles, the impact of net foreign currency remeasurement gains and losses, the expense associated with stock-based compensation, acquisition related expenses, the net impact of tax rate changes on the Company’s deferred tax asset and related changes in the tax-receivable agreement, deferred loan costs associated with the extinguishment of debt, certain non-cash asset impairment charges, restructuring charges, gains on the extinguishment of a portion of the tax receivable agreement, regulatory reserves, gains or losses on divestitures and adjustments attributable to non-controlling interests, including adjustments to the redemption value of a non-controlling interest, as well as the related tax impacts of the adjustments ASU 2014-09 Accounting Standards Update No. 2014-09 Revenue from Contracts with Customers (Topic 606) ASU 2015-03 Accounting Standards Update No. 2015-03 Interest—Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs ASU 2015-04 Accounting Standards Update No. 2015-04 Compensation—Retirement Benefits (Topic 715): Practical Expedient for the Measurement Date of an Employer’s Defined Benefit Obligation and Plan Assets Company WEX Inc. and all entities included in the unaudited condensed consolidated financial statements European fleet business Consists primarily of our European commercial fleet card portfolio acquired by the Company from ExxonMobil on December 1, 2014 ("Esso portfolio in Europe") Evolution1 EB Holdings Corp. and its subsidiaries which includes Evolution1, Inc., acquired by the Company on July 16, 2014 FASB Financial Accounting Standards Board FDIC Federal Deposit Insurance Corporation GAAP Generally Accepted Accounting Principles in the United States Indenture Indenture dated as of January 30, 2013 among the Company, the guarantors listed therein, and The Bank of New York Mellon Trust Company, N.A., as trustee NCI Non-controlling interests Notes $400 million notes with a 4.75% fixed rate, issued on January 30, 2013 NOW deposits Negotiable order of withdrawal deposits Pacific Pride Pacific Pride Services, LLC, previously a wholly owned subsidiary, sold on July 29, 2014 rapid! PayCard rapid! PayCard, previously a line of business of the Company, sold on January 7, 2015 SaaS Software-as-a-service SEC Securities and Exchange Commission Securitization Subsidiary Southern Cross WEX 2015-1 Trust, a bankruptcy-remote subsidiary consolidated by the Company UNIK UNIK S.A., the Company's Brazilian subsidiary WEX WEX Inc. The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with GAAP for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. They do not include all information and notes required by GAAP for complete financial statements. However, except as disclosed herein, there have been no material changes in the information disclosed in the notes to the consolidated financial statements included in the Annual Report on Form 10-K of WEX Inc. for the year ended December 31, 2014 . These unaudited condensed consolidated financial statements should be read in conjunction with the financial statements that are included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014 , filed with the SEC on February 26, 2015 . In the opinion of management, all adjustments (including normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three and nine months ended September 30, 2015 are not necessarily indicative of the results that may be expected for any future quarter(s) or the year ending December 31, 2015 . Fair Value of Financial Instruments The carrying values of cash and cash equivalents, accounts receivable, accounts payable, accrued expenses, and other liabilities approximate their respective fair values due to the short-term nature of such instruments. The carrying values of certificates of deposit, interest-bearing money market deposits, borrowed federal funds and credit agreement borrowings approximate their respective fair values as the interest rates on these financial instruments are variable. All other financial instruments are reflected at fair value on the unaudited condensed consolidated balance sheets. |
New Accounting Standards
New Accounting Standards | 9 Months Ended |
Sep. 30, 2015 | |
Accounting Changes and Error Corrections [Abstract] | |
New Accounting Standards | 2. New Accounting Standards In May 2014, the FASB issued ASU 2014-09 related to revenue recognition, which will supersede most existing revenue recognition guidance under U.S. GAAP. The new revenue recognition standard requires entities to recognize revenue for the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The standard permits the use of either the retrospective or cumulative effect transition method. On July 9, 2015, the the Board voted to defer the effective date by one year to interim and annual reporting periods beginning after December 15, 2017, and permitted early adoption of the standard, but not for periods beginning on or before the original effective date of December 15, 2016. The Company is evaluating the effect that ASU 2014-09 will have on its consolidated financial statements and related disclosures. The Company has not yet selected a transition method. In April 2015, the FASB issued ASU 2015-03 related to the simplification of the presentation of debt issuance costs. The standard requires entities to present such costs in the balance sheet as a direct deduction from the related debt liability rather than as an asset. Amortization of the costs is reported as interest expense. The new standard is effective for interim and annual reporting periods beginning after December 15, 2015. Early adoption is permitted. Entities would apply the new guidance retrospectively to all prior periods and provide the applicable disclosures for a change in accounting principal: (i) the nature of and reason for the change in accounting principle; (ii) the transition method; (iii) a description of the prior-period information that has been retrospectively adjusted; and, (iv) the effect of the change on the financial statement line item. The adoption of this standard affects presentation only and, as such, is not expected to have a material impact on the Company's consolidated financial statements. In April 2015, the FASB issued ASU 2015-04 related to using a practical expedient for the measurement date of an employer’s defined benefit obligation and plan assets.The new standard gives an entity with a fiscal year-end that does not coincide with a calendar month-end the ability, as a practical expedient, to measure its defined benefit retirement obligations and related plan assets as of the month-end that is closest to its fiscal year-end. Additionally, the new standard provides guidance on accounting for (i) contributions to the plan and (ii) significant events that require a remeasurement (e.g., a plan amendment, settlement, or curtailment) that occur during the period between a month-end measurement date and the employer’s fiscal year-end. An entity should reflect the effects of those contributions or significant events in the measurement of the retirement benefit obligations and related plan assets. As a separate practical expedient, an entity may elect to measure the effects of a significant event as of the calendar month-end closest to the date of the significant event. The new standard is effective for interim and annual reporting periods beginning after December 15, 2015. Early adoption is permitted and the new standard should be applied prospectively. The Company does not believe that the adoption of ASU 2014-05 will have a material impact on its results of operations. In September 2015, the FASB issued ASU 2015-16, “Simplifying the Accounting for Measurement-Period Adjustments.” This standard replaces the requirement that an acquirer in a business combination account for measurement period adjustments retrospectively with a requirement that an acquirer recognize adjustments to the provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined. The acquirer is required to record, in the same period’s financial statements, the effect on earnings of changes in depreciation, amortization, or other income effects, if any, as a result of the change to the provisional amounts, calculated as if the accounting had been completed at the acquisition date. The pronouncement is effective for annual reporting periods beginning after December 15, 2015, including interim periods within that reporting period. The guidance is to be applied prospectively to adjustments to provisional amounts that occur after the effective date of the guidance. The Company is currently evaluating the impact the pronouncement will have on the consolidated financial statements and related disclosures. |
Business Acquisitions
Business Acquisitions | 9 Months Ended |
Sep. 30, 2015 | |
Business Combinations [Abstract] | |
Business Acquisitions | 3. Business Acquisitions Acquisition of remaining 49% of UNIK On August 31, 2015, the Company acquired the remaining 49 percent ownership in UNIK for $46,018 . See Note 12 Non-controlling interests for further information. Esso portfolio in Europe On December 1, 2014, the Company acquired certain assets of the Esso portfolio in Europe through a majority owned subsidiary, WEX Europe Services Limited. The Company formed this entity during 2013 and has 75 percent ownership. The Company paid $379,458 in cash, which includes an $80,000 advance payment made in the third quarter of 2014. The transaction was financed through the Company’s cash on hand and existing credit facility. Under the terms of the transaction, WEX purchased ExxonMobil’s commercial fleet fuel card program which includes operations, funding, pricing, sales and marketing in nine countries in Europe. As part of the transaction, both parties have agreed to enter into a long term supply agreement to serve the current and future Esso Card customers and to grow the business. The Company entered into this transaction in order to expand its presence in the European market and to broaden its international footprint, while laying the foundation for further expansion. During the fourth quarter of 2014, the Company obtained preliminary information to assist in determining the fair values of certain tangible and intangible assets acquired and liabilities assumed in the Esso portfolio in Europe transaction. During the first nine months of 2015, the Company obtained additional information to assist in determining the fair values of certain tangible and intangible assets acquired and liabilities assumed as of the acquisition date. Based on such information, the Company retrospectively adjusted the fiscal year 2014 comparative information resulting in an increase in goodwill of $537 , a decrease in accounts receivable of $2 , a decrease in the customer relationship intangible asset of $374 , a decrease in the licensing agreements intangible asset of $374 , and an increase in other tangible assets and liabilities, net, including consideration receivable of $213 . The Company recorded intangible assets and goodwill as described below. The Company is still reviewing the valuation as well as performing procedures to verify the completeness and accuracy of the data used in the independent valuation of all assets and liabilities. The Company has not finalized the purchase accounting. Goodwill related to this transaction is expected to be deductible for income tax purposes. The results of operations for the Esso portfolio in Europe are presented in the Company's Fleet Payment Solutions segment. The following is a summary of the preliminary allocation of the purchase price to the assets and liabilities acquired: Consideration paid (net of cash acquired) $ 379,458 Less: Accounts receivable 303,376 Other tangible assets and liabilities, net (8,497 ) Licensing agreements (a) 36,605 Customer relationships (b) 7,346 Recorded goodwill $ 40,628 (a) Weighted average life – 4.6 years . (b) Weighted average life – 7.2 years . Supplemental pro forma financial information related to the Esso portfolio in Europe acquisition has not been provided as it would be impracticable to do so. Historical financial information regarding the acquired assets is not accessible and, thus, the amounts would require estimates to be significant and render the disclosure irrelevant. Acquisition of Evolution1 On July 16, 2014, the Company acquired all of the outstanding stock of Evolution1, a leading provider of cloud-based technology and payment solutions within the healthcare industry, for approximately $532,174 in cash. The transaction was financed through the Company’s cash on hand and existing credit facility. Evolution1 developed and operates an all-in-one, multi-tenant technology platform, card products, and mobile offering that supports a full range of healthcare account types. This includes consumer-directed payments for health savings accounts, health reimbursement arrangements, flexible spending accounts, voluntary employee beneficiary associations, and defined contribution and wellness programs. The Company acquired Evolution1 to enhance the Company's capabilities and positioning in the growing healthcare market. During the third quarter of 2014, the Company obtained preliminary information to assist in determining the fair values of certain tangible and intangible assets acquired and liabilities assumed in the Evolution1 acquisition. During the fourth quarter of 2014 and the first half of 2015, the Company obtained additional information to assist in determining the fair values of certain tangible and intangible assets acquired and liabilities assumed as of the acquisition date. Based on such information, the Company retrospectively adjusted the fiscal year 2014 comparative information resulting in an increase in goodwill of $379 , an increase in other tangible assets and liabilities of $127 , and an increase in deferred income tax liabilities of $252 . There were no changes to the previously reported consolidated statements of operations or statements of cash flows. The valuation of all assets and liabilities have been finalized. Evolution1 had previously recorded goodwill on its financial statements from a prior acquisition, some of which is expected to be deductible for tax purposes. The results of operations for Evolution1 are presented in the Company's Other Payment Solutions segment. The following is a summary of the allocation of the purchase price to the assets and liabilities acquired: Consideration paid (net of cash acquired) $ 532,174 Less: Accounts receivable 8,418 Accounts payable (175 ) Deferred tax liabilities, net (68,768 ) Other tangible assets and liabilities, net (3,712 ) Acquired software and developed technology (a) 70,000 Customer relationships (b) 211,000 Trade name (c) 7,900 Trade name (d) 11,000 Recorded goodwill $ 296,511 (a) Weighted average life – 6.4 years . (b) Weighted average life – 9.7 years . (c) Weighted average life – 9.9 years . (d) Indefinite-lived The following represents unaudited pro forma operational results as if Evolution1 had been included in the Company’s unaudited condensed consolidated statements of operations as of the beginning of the fiscal periods ended: Three Months Ended Nine months Ended Revenue $ 225,181 $ 653,192 Net income attributable to WEX Inc. $ 69,889 $ 141,206 Pro forma net income attributable to WEX Inc. per common share: Net income per share – basic $ 1.80 $ 3.63 Net income per share – diluted $ 1.79 $ 3.62 The pro forma financial information assumes that the companies were combined as of January 1, 2013, and includes the business combination accounting impact from the acquisition, including acquisition related expenses, amortization charges from acquired intangible assets, interest expense for debt incurred in the acquisition and net income tax effects. The pro forma results of operations do not include any cost savings or other synergies that may result from the acquisition or any estimated integration costs that have been or will be incurred by the Company. The pro forma information as presented above is for informational purposes only and is not indicative of the results of operations that would have been achieved if the acquisition had taken place at the beginning of fiscal year 2014. |
Sale of Subsidiary and Assets
Sale of Subsidiary and Assets | 9 Months Ended |
Sep. 30, 2015 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Sale of Subsidiary and Assets | 4. Sale of Subsidiary and Assets rapid! PayCard On January 7, 2015, the Company sold the assets of its operations of rapid! PayCard for $20,000 , which resulted in a pre-tax gain of approximately $1,215 . The Company's primary focus in the U.S. continues to be in the fleet, travel, and healthcare industries. As such, the Company divested the operations of rapid! PayCard. The operations of rapid! PayCard were not material to the Company's annual revenue, net income or earnings per share. The Company does not view this divestiture as a strategic shift in its Other Payment Solution segment. Pacific Pride On July 29, 2014, the Company sold its wholly owned subsidiary Pacific Pride for $49,664 , which resulted in a pre-tax gain of $27,490 . The transfer of the operations of Pacific Pride occurred on July 31, 2014. The Company decided to sell the operations of Pacific Pride as it did not align with the long-term strategy of the core fleet business. The operations of Pacific Pride were not material to the Company's annual revenue, net income or earnings per share. Simultaneously with the sale, the Company entered into a multi-year agreement with the buyer that will continue to allow WEX branded card acceptance at Pacific Pride locations. The Company does not view this divestiture as a strategic shift in its Fleet Payment Solution segment. The following is a summary of the allocation of the assets and liabilities sold: Consideration received $ 49,664 Less: Expenses associated with the sale 1,340 Accounts receivable 48,699 Accounts payable (53,001 ) Other tangible assets and liabilities, net 828 Customer relationships 3,727 Trademarks and trade name 1,444 Goodwill 19,137 Gain on sale $ 27,490 |
Reserves for Credit Losses
Reserves for Credit Losses | 9 Months Ended |
Sep. 30, 2015 | |
Receivables [Abstract] | |
Reserves for Credit Losses | 5. Reserves for Credit Losses In general, the Company’s trade receivables provide for payment terms of 30 days or less. The portfolio of receivables consists of a large group of smaller balance homogeneous amounts that are collectively evaluated for impairment. No customer made up more than ten percent of the outstanding receivables at September 30, 2015 . Receivables are generally written off when they are 150 days past due or upon declaration of bankruptcy by the customer. The reserve for credit losses is calculated by an analytic model that also takes into account other factors, such as the actual charge-offs for the preceding reporting periods, expected charge-offs and recoveries for the subsequent reporting periods, a review of accounts receivable balances which become past due, changes in customer payment patterns, known fraudulent activity in the portfolio, as well as leading economic and market indicators. As of September 30, 2015 , approximately 98 percent of the outstanding balance of total trade accounts receivable was less than 60 days past due. As of September 30, 2014 , approximately 99 percent of the total trade accounts receivable outstanding balance was less than 60 days past due. The following table presents changes in reserves for credit losses related to accounts receivable: Nine months ended September 30, 2015 2014 Balance, beginning of period $ 13,919 $ 10,396 Provision for credit losses 14,532 23,154 Charge-offs (20,667 ) (25,776 ) Recoveries of amounts previously charged-off 3,965 5,730 Currency translation (214 ) (58 ) Balance, end of period $ 11,535 $ 13,446 |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 9 Months Ended |
Sep. 30, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Other Intangible Assets | 6. Goodwill and Other Intangible Assets Goodwill The changes in goodwill during the first nine months of 2015 were as follows: Fleet Payment Solutions Segment Other Payment Solutions Segment Total Gross goodwill, January 1, 2015 $ 759,986 $ 374,424 $ 1,134,410 Impact of foreign currency translation (29,235 ) (6,679 ) (35,914 ) Disposal of certain assets (147 ) (12,386 ) (12,533 ) Gross goodwill, September 30, 2015 730,604 355,359 1,085,963 Accumulated impairment, September 30, 2015 (1,337 ) (16,171 ) (17,508 ) Net goodwill, September 30, 2015 $ 729,267 $ 339,188 $ 1,068,455 As described in Note 3, the Company adjusted the amount of goodwill as of December 31, 2014 in the accompanying unaudited condensed consolidated balance sheet to account for the measurement period adjustments to the Esso portfolio in Europe purchase price allocation. The Company had no impairments to goodwill during the nine months ended September 30, 2015 . Management is currently evaluating its internal reporting structure and is in the process of determining the impact of the changes on the Company’s segment and goodwill reporting. Other Intangible Assets The changes in other intangible assets during the first nine months of 2015 were as follows: Net Amortization Disposals Impact of foreign currency translation Net Carrying Definite-lived intangible assets Acquired software and developed technology $ 119,509 $ (8,195 ) $ — $ (4,289 ) $ 107,025 Customer relationships 309,450 (23,506 ) (2,329 ) (6,977 ) 276,638 Licensing agreements 35,341 (3,159 ) (164 ) (2,701 ) 29,317 Patent 1,245 (67 ) — (282 ) 896 Trade names 15,373 (849 ) (723 ) (338 ) 13,463 Indefinite-lived intangible assets Trademarks and trade names 16,379 — — (691 ) 15,688 Total $ 497,297 $ (35,776 ) $ (3,216 ) $ (15,278 ) $ 443,027 The following table presents the estimated amortization expense related to the definite-lived intangible assets listed above for the remainder of 2015 and for each of the five succeeding fiscal years: Remaining 2015 $ 11,910 2016 $ 46,534 2017 $ 46,348 2018 $ 43,050 2019 $ 39,901 2020 $ 36,621 Other intangible assets, net consist of the following: September 30, 2015 December 31, 2014 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount Definite-lived intangible assets Acquired software and developed technology $ 144,857 $ (37,832 ) $ 107,025 $ 150,458 $ (30,949 ) $ 119,509 Customer relationships 373,099 (96,461 ) 276,638 393,942 (84,492 ) 309,450 Licensing agreements 33,054 (3,737 ) 29,317 35,726 (385 ) 35,341 Patent 2,307 (1,411 ) 896 2,697 (1,452 ) 1,245 Trademarks and trade names 16,420 (2,957 ) 13,463 17,786 (2,413 ) 15,373 $ 569,737 $ (142,398 ) 427,339 $ 600,609 $ (119,691 ) 480,918 Indefinite-lived intangible assets Trademarks and trade names 15,688 16,379 Total $ 443,027 $ 497,297 |
Earnings per Share
Earnings per Share | 9 Months Ended |
Sep. 30, 2015 | |
Earnings Per Share [Abstract] | |
Earnings per Share | 7. Earnings per Share The following is a reconciliation of the income and share data used in the basic and diluted earnings per share computations for the three and nine months ended September 30, 2015 and 2014 : Three months ended Nine months ended 2015 2014 2015 2014 Net earnings attributable to WEX Inc. available for common stockholders – Basic and Diluted $ 32,166 $ 74,443 $ 81,003 $ 154,318 Weighted average common shares outstanding – Basic 38,745 38,867 38,780 38,896 Unvested restricted stock units 46 74 55 85 Stock options 17 20 17 23 Weighted average common shares outstanding – Diluted 38,808 38,961 38,852 39,004 For the three and nine month periods ended September 30, 2015, certain potential outstanding stock options and restricted stock units were excluded from the computation of diluted earnings per share because the effect of including these options and restricted stock units would be anti-dilutive. No material amount of shares were considered anti-dilutive during the periods reported. |
Derivative Instruments
Derivative Instruments | 9 Months Ended |
Sep. 30, 2015 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Instruments | 8. Derivative Instruments The Company is exposed to certain market risks relating to its ongoing business operations. Derivative instruments are utilized to manage the Company's commodity price risk. The Company enters into put and call option contracts related to the Company’s commodity price risk, which are based on the wholesale price of gasoline and the retail price of diesel fuel and settle on a monthly basis. These put and call option contracts, or fuel price derivative instruments, are designed to reduce the volatility of the Company’s cash flows associated with its fuel price-related earnings exposure in North America. During the fourth quarter of 2014, the Company suspended purchases under its fuel derivatives program due to unusually low prices in the commodities market. Management will continue to monitor the fuel price market and evaluate its alternatives as it relates to this hedging program. For the fourth quarter of 2015, the Company holds fuel price sensitive derivative instruments to hedge approximately 40 percent of our anticipated U.S. fuel-price related earnings exposure. For the first quarter of 2016, the amount hedged declines to 20 percent . At this time, there are no hedges beyond the first quarter of 2016. Beginning in April 2014, the Company initiated a partial foreign currency exchange hedging program. The Company used currency forward contracts to offset the foreign currency impact of balance sheet translation. Prior to the first quarter of 2015, the Company managed foreign currency exchange exposure on an intra-quarter basis. Beginning in the first quarter of 2015, the Company held foreign currency exchange contracts that were outstanding over the quarter-end period, sought to minimize foreign cash balances, and expanded the scope of its hedging program to include additional currencies. During the third quarter of 2015, the Company terminated this foreign currency hedging program. Beginning in September of 2015, the Company initiated a new limited foreign currency exchange hedging program, entering into short-term foreign currency swaps to convert the foreign currency exposures of certain foreign currency denominated intercompany loans and investments to U.S. dollars. The realized and unrealized gains or losses on the currency forward contracts and swaps are reported in earnings within the same unaudited condensed consolidated statement of income line as the impact of the foreign currency translation, net foreign currency gain (loss). Accounting guidance requires companies to recognize all derivative instruments as either assets or liabilities at fair value in the unaudited condensed consolidated balance sheet. The Company’s fuel price derivative instruments and foreign currency instruments do not qualify for hedge accounting treatment, and therefore, no such hedging designation has been made. Derivatives Not Designated as Hedging Instruments For derivative instruments that are not designated as hedging instruments, the gain or loss on the derivative is recognized in current earnings. As of September 30, 2015 , the Company had the following put and call option contracts related to the Company's commodity fuel price derivatives, which are not designated as hedging contracts and settle on a monthly basis: Aggregate Notional Amount (gallons) (a) Fuel price derivative instruments – unleaded fuel Option contracts settling October 2015 – March 2016 7,769 Fuel price derivative instruments – diesel Option contracts settling October 2015 – March 2016 3,848 Total fuel price derivative instruments 11,617 (a) The settlement of the put and call option 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. As of September 30, 2015 , the Company had the following contracts related to its foreign currency swaps, which are not designated as hedging contracts and settle in U.S. dollars at various dates within 2 days: Aggregate Notional Amount Australian dollar A$ 9,500 Euro € 1,700 Pound sterling £ 17,000 The following table presents information on the location and amounts of derivative fair values in the unaudited condensed consolidated balance sheets: Derivatives Classified as Assets Derivatives Classified as Liabilities September 30, 2015 December 31, 2014 September 30, 2015 December 31, 2014 Derivatives Not Designated as Hedging Instruments Balance Fair Balance Fair Balance Sheet Location Fair Value Balance Sheet Location Fair Value Commodity contracts Fuel price $ 13,417 Fuel price $ 40,969 Fuel price derivatives, at fair value $ — Fuel price derivatives, at fair value $ — Foreign currency swaps Accounts receivable $ 15 Accounts receivable $ — Accounts payable $ 115 Accounts payable $ — The following table presents information on the location and amounts of derivative gains and losses in the unaudited condensed consolidated statements of income: Amount of Gain or Derivatives Not Designated as Hedging Instruments Location of Gain or (Loss) Recognized in Three months ended September 30, Nine months ended Income on Derivative 2015 2014 2015 2014 Commodity contracts Net realized and unrealized gain on fuel price derivative instruments $ 7,922 $ 14,773 $ 4,671 $ 9,057 Foreign currency forward exchanges Net foreign currency gain (loss) $ — $ 8,177 21,967 $ 6,893 Foreign currency swaps Net foreign currency gain (loss) $ (100 ) $ — $ (100 ) $ — |
Financing and Other Debt
Financing and Other Debt | 9 Months Ended |
Sep. 30, 2015 | |
Debt Disclosure [Abstract] | |
Financing and Other Debt | 9. Financing and Other Debt 2014 Credit Agreement As of September 30, 2015 , the Company has $243,594 of borrowings against its $700,000 revolving credit facility. The outstanding debt under the Company's amortizing term loan arrangement, which expires in January of 2018, totaled $465,625 at September 30, 2015 and $486,250 at December 31, 2014 . As of September 30, 2015 , amounts outstanding under the amortizing term loan bear interest at a rate of LIBOR plus 200 basis points . The revolving credit facility currently bears interest at a rate equal to, at our option, (a) LIBOR plus 200 basis points , (b) the prime rate plus 100 basis points for our domestic borrowings; and the Eurocurrency rate plus 200 basis points for our international borrowings. Borrowed Federal Funds In the second quarter of 2015, the Company increased its federal funds lines of credit by $135,000 to $260,000 . As of September 30, 2015 , the Company had $0 outstanding on its $260,000 federal funds lines of credit. As of December 31, 2014 the Company had no outstanding balance on its $125,000 of available credit on these lines. UNIK debt UNIK had approximately $5,340 of debt as of September 30, 2015 , and $7,975 of debt as of December 31, 2014 . UNIK's debt is comprised of various credit facilities held in Brazil, with various maturity dates. The weighted average annual interest rate was 14.1 percent as of September 30, 2015 , and 13.9 percent as of December 31, 2014 . This debt is classified in Other debt on the Company’s unaudited condensed consolidated balance sheets for the periods presented. Participation debt During the second quarter of 2014, WEX Bank entered into an agreement with a third party bank to fund a customer balance that exceeded WEX Bank's lending limit to an individual customer. This borrowing carries a variable interest rate of 3-month LIBOR plus a margin of 2.25 percent . The balance of the debt as of both September 30, 2015 and December 31, 2014 , was $45,000 . The participation debt balance will fluctuate on a daily basis based on customer funding needs, and will range from $0 to $45,000 . The participation debt agreement will mature on April 1, 2016 . This debt is classified in Other debt on the Company’s unaudited condensed consolidated balance sheets for the periods presented. Securitization facility On April 28, 2015, the Company entered into a one year securitized debt agreement with a bank. Under the terms of the agreement, each month, on a revolving basis, the Company sells certain of its Australian receivables to a bankruptcy-remote subsidiary consolidated by the Company ("Securitization Subsidiary"). The Securitization Subsidiary, in turn, uses the receivables as collateral to issue asset-backed commercial paper ("securitized debt") for approximately 85 percent of the securitized receivables. The amount collected on the securitized receivables is restricted to pay the securitized debt and is not available for general corporate purposes. The Company pays a variable interest rate on the outstanding balance of the securitized debt, based on the Australian Bank Bill Rate plus an applicable margin. The interest rate as of September 30, 2015, was 2.91 percent . As of September 30, 2015, the Company had $78,303 of securitized debt. |
Fair Value
Fair Value | 9 Months Ended |
Sep. 30, 2015 | |
Fair Value Disclosures [Abstract] | |
Fair Value | 10. Fair Value The Company holds mortgage-backed securities, fixed income and equity securities, derivatives (see Note 8, Derivative Instruments) and certain other financial instruments which are carried at fair value. The Company determines fair value based upon quoted prices when available or through the use of alternative approaches, such as model pricing, when market quotes are not readily accessible or available. In determining the fair value of the Company’s obligations, various factors are considered, including: closing exchange or over-the-counter market price quotations; time value and volatility factors underlying options and derivatives; price activity for equivalent instruments; and the Company’s own credit standing. These valuation techniques may be based upon observable and unobservable inputs. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Company’s market assumptions. These two types of inputs create the following fair value hierarchy: • Level 1 – Quoted prices for identical instruments in active markets. • Level 2 – Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable. • Level 3 – Instruments whose significant value drivers are unobservable. The following table presents the Company’s assets that are measured at fair value and the related hierarchy levels as of September 30, 2015 : Fair Value Measurements at Reporting Date Using September 30, 2015 Quoted Prices Significant Significant Assets: Mortgage-backed securities $ 656 $ — $ 656 $ — Asset-backed securities 892 — 892 — Municipal bonds 423 — 423 — Equity securities 16,767 16,767 — — Total available-for-sale securities $ 18,738 $ 16,767 $ 1,971 $ — Executive deferred compensation plan trust (a) $ 5,446 $ 5,446 $ — $ — Fuel price derivatives – unleaded fuel (b) $ 8,972 $ — $ 8,972 $ — Fuel price derivatives – diesel (b) 4,445 — — 4,445 Total fuel price derivatives $ 13,417 $ — $ 8,972 $ 4,445 Foreign currency swaps (c) $ 15 $ — $ 15 $ — Liabilities: Foreign currency swaps (d) $ 115 — $ 115 — (a) The fair value of these instruments is recorded in Other assets. (b) The balance sheet presentation combines unleaded fuel and diesel fuel positions. (c) The fair value of these instruments is recorded in Accounts receivable. (d) The fair value of these instruments is recorded in Accounts payable. The following table presents the Company’s assets and liabilities that are measured at fair value and the related hierarchy levels as of December 31, 2014 : Fair Value Measurements at Reporting Date Using December 31, 2014 Quoted Prices Significant Significant Assets: Mortgage-backed securities $ 810 $ — $ 810 $ — Asset-backed securities 1,165 — 1,165 — Municipal bonds 554 — 554 — Equity securities 16,411 16,411 — — Total available-for-sale securities $ 18,940 $ 16,411 $ 2,529 $ — Executive deferred compensation plan trust (a) $ 5,927 $ 5,927 $ — $ — Fuel price derivatives – unleaded fuel (b) $ 29,120 $ — $ 29,120 $ — Fuel price derivatives – diesel (b) 11,849 — — 11,849 Total fuel price derivatives $ 40,969 $ — $ 29,120 $ 11,849 (a) The fair value of these instruments is recorded in Other assets. (b) The balance sheet presentation combines unleaded fuel and diesel fuel positions. The following table presents a reconciliation of the beginning and ending balances for assets and liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) during the three months ended : September 30, 2015 September 30, 2014 Fuel Price Fuel Price Beginning balance $ 6,078 $ (1,925 ) Total gains and (losses) – realized/unrealized Included in earnings (a) (1,633 ) 4,211 Included in other comprehensive income — — Purchases, issuances and settlements — — Transfers (in)/out of Level 3 — — Ending balance $ 4,445 $ 2,286 (a) Gains and losses (realized and unrealized) associated with fuel price derivatives, included in earnings for the three months ended September 30, 2015 and 2014 , are reported in net realized and unrealized gain on fuel price derivative instruments on the unaudited condensed consolidated statements of income. The following table presents a reconciliation of the beginning and ending balances for assets and liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) during the nine months ended: September 30, 2015 September 30, 2014 Fuel Price Fuel Price Beginning balance $ 11,848 $ (2,142 ) Total gains and (losses) – realized/unrealized Included in earnings (a) (7,403 ) 4,428 Included in other comprehensive income — — Purchases, issuances and settlements — — Transfers (in)/out of Level 3 — — Ending balance $ 4,445 $ 2,286 (a) Gains and losses (realized and unrealized) associated with fuel price derivatives, included in earnings for the nine months ended September 30, 2015 and 2014 , are reported in net realized and unrealized gain on fuel price derivative instruments on the unaudited condensed consolidated statements of income. $400 Million Notes outstanding The Notes outstanding as of September 30, 2015 , have a carrying value of $400,000 and fair value of $384,000 . As of December 31, 2014 , the carrying value of the $400,000 in Notes outstanding had a fair value of $388,000 . The fair value is based on market rates for the issuance of our debt. The Company determined the fair value of its Notes outstanding are classified as Level 2 in the fair value hierarchy. Available-for-sale securities and executive deferred compensation plan trust When available, the Company uses quoted market prices to determine the fair value of available-for-sale securities; such items are classified in Level 1 of the fair-value hierarchy. These securities primarily consist of exchange-traded equity securities. For mortgage-backed and asset-backed debt securities and bonds, the Company generally uses quoted prices for recent trading activity of assets with similar characteristics to the debt security or bond being valued. The securities and bonds priced using such methods are generally classified as Level 2. The obligations related to the deferred compensation plan trust are classified as Level 1 in the fair value hierarchy because the fair value is determined using quoted prices for identical instruments in active markets. Foreign currency contracts Derivatives include foreign currency forward and swap contracts. Our foreign currency forward and swap contracts are valued using an income approach (Level 2) based on the spot rate less the contract rate multiplied by the notional amount. We consider counterparty credit risk in the valuation of our derivatives. However, counterparty credit risk did not impact the valuation of our derivatives during 2015 and 2014. Fuel price derivative instruments The majority of fuel price derivative instruments entered into by the Company are executed over-the-counter and are valued using internal valuation techniques, as no quoted market prices exist for such instruments. The valuation technique and inputs depend on the type of derivative and the nature of the underlying instrument. The principal technique used to value these instruments is a comparison of the spot price of the underlying instrument to its related futures curve adjusted for the Company’s assumptions of volatility and present value, where appropriate. The fair values of derivative contracts reflect the expected cash the Company will pay or receive upon settlement of the respective contracts. The key inputs depend upon the type of derivative and the nature of the underlying instrument and include interest rate yield curves, the spot price of the underlying instruments, volatility, and correlation. The item is placed in either Level 2 or Level 3 depending on the observability of the significant inputs to the model. Correlation and inputs with longer tenures are generally less observable. Fuel price derivative instruments – diesel. The assumptions used in the valuation of the diesel fuel price derivative instruments use both observable and unobservable inputs. There is a lack of price transparency with respect to forward prices for diesel fuel. Such unobservable inputs are significant to the diesel fuel derivative contract valuation methodology. Quantitative Information About Level 3 Fair Value Measurements. The significant unobservable inputs used in the fair value measurement of the Company’s diesel fuel price derivative instruments designated as Level 3 as of September 30, 2015 , are as follows: Fair Value Valuation Unobservable Input Range Fuel price derivatives – diesel $ 4,445 Option model Future retail price of diesel fuel after September 30, 2015 $3.72 – 3.85 Sensitivity to Changes in Significant Unobservable Inputs. As presented in the table above, the significant unobservable inputs used in the fair value measurement of the Company’s diesel fuel price derivative instruments are the future retail price of diesel fuel from the third quarter of 2015 through the first quarter of 2016 . Significant changes in these unobservable inputs in isolation would result in a significant change in the fair value measurement. |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Income | 9 Months Ended |
Sep. 30, 2015 | |
Equity [Abstract] | |
Accumulated Other Comprehensive Income | 11. Accumulated Other Comprehensive Income A reconciliation of accumulated other comprehensive income (loss) for the three month periods ended September 30, 2015 and 2014 , is as follows: 2015 2014 Unrealized Gains and Losses on Available- for-Sale Securities Foreign Currency Items Unrealized Gains and Losses on Available- for-Sale Securities Foreign Currency Items Beginning balance $ (178 ) $ (67,344 ) $ (207 ) $ 6,344 Other comprehensive income (loss) 99 (32,490 ) (26 ) (30,854 ) Purchase of redeemable non-controlling interest — (9,108 ) — — Ending balance $ (79 ) $ (108,942 ) $ (233 ) $ (24,510 ) A reconciliation of accumulated other comprehensive income for the nine month periods ended September 30, 2015 and 2014 , is as follows: 2015 2014 Unrealized Gains and Losses on Available- for-Sale Securities Foreign Currency Items Unrealized Gains and Losses on Available- for-Sale Securities Foreign Currency Items Beginning balance $ (129 ) $ (50,452 ) $ (433 ) $ (15,062 ) Other comprehensive (loss) income 50 (49,382 ) 200 (9,448 ) Purchase of redeemable non-controlling interest — (9,108 ) — — Ending balance $ (79 ) $ (108,942 ) $ (233 ) $ (24,510 ) No amounts were reclassified from accumulated other comprehensive income in the periods presented. The change in foreign currency items is primarily due to the foreign currency translation of non-cash assets such as goodwill and other intangible assets related to the Company's foreign subsidiaries. The total tax effect on accumulated unrealized losses, as of September 30, 2015 , was $1,414 , and the total tax effect on accumulated unrealized net gain, as of September 30, 2014 , was $943 . |
Non-controlling interests
Non-controlling interests | 9 Months Ended |
Sep. 30, 2015 | |
Noncontrolling Interest [Abstract] | |
Non-controlling interests | 12. Non-controlling interests On August 30, 2012 , the Company acquired a 51 percent ownership interest in UNIK. The redeemable non-controlling interest was measured at fair value at the date of acquisition and was reported on the Company’s unaudited condensed consolidated balance sheets as “Redeemable non-controlling interest." On August 31, 2015, the Company acquired the remaining 49 percent ownership in UNIK for $46,018 . Due to the put rights associated with the Company's original investment, the non-controlling interest was previously reported as a liability in other than permanent equity. The Company agreed to cancel this put option in conjunction with the acquisition. The value of the redeemable non-controlling interest was adjusted to the redemption value at date of purchase and the Company recorded the adjustment to retained earnings. This adjustment to retained earnings reduces the Earnings Per Share to shareholders. The Company recorded the amount paid in excess of the redemption value in additional paid-in capital and the impact related to foreign currency in accumulated other comprehensive income. The Company's overall purchase price was less than the fair value of UNIK. A reconciliation of redeemable non-controlling interest for the three and nine month periods ended September 30, 2015 and September 30, 2014 , is as follows: Three months ended Nine months ended 2015 2014 2015 2014 Balance, beginning of period $ 14,992 $ 19,732 $ 16,590 $ 18,729 Net gain (loss) attributable to redeemable non-controlling interest 531 218 1,190 (31 ) Currency translation adjustment (1,953 ) (1,967 ) (4,210 ) (715 ) Adjustment to redemption value 9,413 — 9,413 — Excess purchase amount over redemption value 23,035 — 23,035 — Purchase of non-controlling interest (46,018 ) — (46,018 ) — Ending balance $ — $ 17,983 $ — $ 17,983 On December 1, 2014, WEX acquired the assets of ExxonMobil's Esso portfolio in Europe through its majority owned subsidiary, WEX Europe Services Limited. The Company formed this entity during 2013 and has 75 percent ownership. A reconciliation of non-controlling interest for the three and nine month periods ended September 30, 2015 and September 30, 2014 is as follows: Three months ended Nine months ended 2015 2014 2015 2014 Balance, beginning of period $ 13,165 $ 859 $ 17,396 $ 519 Non-controlling interest investment — 20,234 — 21,267 Net loss attributable to non-controlling interest (328 ) (811 ) (3,391 ) (1,508 ) Currency translation adjustment (505 ) (1,011 ) (1,673 ) (1,007 ) Ending balance $ 12,332 $ 19,271 $ 12,332 $ 19,271 |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2015 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 13. Income Taxes Undistributed earnings of certain foreign subsidiaries of the Company amounted to $11,760 at September 30, 2015 , and $7,733 at December 31, 2014 . These earnings are considered to be indefinitely reinvested, and accordingly, no U.S. federal and state income taxes have been provided thereon. Upon distribution of these earnings in the form of dividends or otherwise, the Company would be subject to both U.S. income taxes (subject to an adjustment for foreign tax credits) and withholding taxes payable to the various foreign countries. The Company has determined that the amount of taxes attributable to these undistributed earnings is not practicably determinable. During the third quarter of 2015, the Company incurred nondeductible expenses of approximately $3,000 and recorded discrete tax items primarily related to foreign dividends and tax return true-ups which resulted in an increase in the effective tax rate to 42.4 percent for the third quarter of 2015. During the third quarter of 2014, the Company completed a strategic tax review project which resulted in a change in estimate to reflect the tax impacts of the domestic production activities deduction and research and development credits in the Company's income tax provision. The Company has amended prior year tax returns as a result of this change in estimate which reduced the third quarter's tax expense by approximately $11,300 . In addition, the current year to date tax provision was reduced by $1,700 as a result of the change in estimate which was also recorded in the third quarter. These items reduced the effective tax rate during the third quarter of 2014 to 25.1 percent. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 14. Commitments and Contingencies Legal Matters On September 24, 2015, the FDIC delivered to WEX Bank, a wholly owned subsidiary of WEX Inc. (the “Bank”), drafts of a Consent to Entry of an Order and a draft Consent Order to Cease and Desist alleging that the Bank violated Section 5 of the Federal Trade Commission Act. The alleged violation relates to the marketing and fee disclosure practices used in connection with negotiable order of withdrawal (“NOW”) account deposits associated with the Bank’s deposit program partner, Higher One. Higher One provides electronic financial disbursements and payment services to the higher education industry. Among these services, Higher One offers to facilitate opening a deposit account at participating banks for students receiving financial aid, with the Bank being one of those participating institutions. Upon a student’s opening of an account and receipt of funds in excess of their financial obligation to their education institution, the Bank holds the funds for the student but does not receive any of the fees at issue. Higher One services the accounts, pays related processing costs and receives all of the fees at issue. The proposed consent order, if agreed to by the Bank, would, among other things, require the Bank to pay restitution for certain fees collected by Higher One in connection with these NOW accounts and require the Bank to pay a civil money penalty (collectively, the “Proposed Order”). The Bank is reviewing its options at this time, which include (among others): contesting the allegations in the Proposed Order; disputing the FDIC’s authority to seek reimbursement or impose a civil money penalty; negotiating possible changes in the Proposed Order; or, consenting to entry of the Proposed Order without dispute. The civil money penalty in the Proposed Order is $2,250 . In response to the Proposed Order, the Bank recorded a liability, with a corresponding expense recorded in Other expense on the Condensed Consolidated Statement of Income, of this amount during the third quarter of 2015. However, the Bank may dispute the penalty and the amount could be reduced following the presentation of further evidence to the FDIC. In addition to a civil money penalty, the Proposed Order would require the Bank to pay restitution of approximately $31,000 as a result of the alleged violations. The ultimate costs could be less than this amount if the Bank successfully contests the proposed restitution calculation or if the FDIC agrees to modify the amount of restitution. Additionally, the program agreement between the Bank and Higher One provides for indemnification by Higher One for certain costs and expenses incurred by the Bank. That indemnification obligation extends to any restitution the Bank may be ultimately required to pay but does not include the amount of any civil money penalty. Higher One’s ability to fulfill its indemnity obligations may be adversely affected by, among other developments, future regulatory changes or proceedings, its contractual indemnity obligations to other program participants, or other events affecting its business and financial condition. Moreover, Higher One has disclosed in its SEC filings that proposed rules from the Department of Education could alter, restrict or prohibit Higher One’s ability to offer and provide services in the current manner, and their business, financial condition and results of operations could be materially and adversely affected. This, in turn, could affect Higher One’s ability to fulfill any indemnification obligations it may have to the Bank. The estimated time that these rules would go into effect is July 1, 2016. Because of the nature of the alleged violations and inherent difficulty in predicting the outcome of ongoing discussions and negotiations involving the FDIC, Higher One and other banks participating in this program, the Bank is unable to estimate a final resolution at this time. However, due to the receipt of the Proposed Order, the Company has recorded a liability for the proposed amount of financial restitution and a corresponding asset for the contractual indemnification of $31,000 (which amount does not include the civil money penalty mentioned above), respectively, during the third quarter of 2015. Litigation The Company is involved in pending litigation in the ordinary course of business. In the opinion of management, such litigation will not have a material adverse effect on the Company’s consolidated financial position, results of operations or cash flows. |
Restructuring
Restructuring | 9 Months Ended |
Sep. 30, 2015 | |
Restructuring and Related Activities [Abstract] | |
Restructuring | 15. Restructuring During the first nine months of 2015, the Company recorded initial restructuring costs of approximately $8,514 related to the Company's global review of operations. This global review identified certain initiatives to further streamline the business, improve the Company's efficiency, and to globalize the Company's operations, all with an objective to improve scale and increase profitability going forward. The costs related to this initiative are employee termination benefits. No payments were made during the first nine months of 2015. These costs are expected to be paid during the remainder of 2015 and 2016. The Company has determined that the amount of expense related to this program is probable and estimable and has recorded the impact on the unaudited condensed consolidated statements of income and in Accrued expenses on the unaudited condensed consolidated balance sheet. The following table presents the Company’s restructuring liability for the three and nine months ended September 30, 2015 : Three months ended Nine months ended 2015 2014 2015 2014 Beginning balance $ 8,822 $ — $ — $ — Restructuring charges — — 8,559 — Reserve release (45 ) — (45 ) — Cash paid — — — — Impact of foreign currency translation (304 ) — (41 ) — Ending balance $ 8,473 $ — $ 8,473 $ — |
Segment Information
Segment Information | 9 Months Ended |
Sep. 30, 2015 | |
Segment Reporting [Abstract] | |
Segment Information | 16. Segment Information Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing performance. The Company’s chief operating decision maker is its Chief Executive Officer. The operating segments are reviewed separately because each operating segment represents a strategic business unit that generally offers different products and serves different markets. The operating segments are aggregated into the two reportable segments as described below. The Company’s chief operating decision maker evaluates the operating results of the Company’s operating and reportable segments based upon revenues and adjusted pre-tax income before NCI which adjusts income before income taxes to exclude fair value changes of fuel price derivative instruments, net foreign currency remeasurement gains and losses, the amortization of acquired intangible assets, the expense associated with stock-based compensation, acquisition related expenses and adjustments, the net impact of tax rate changes on the Company’s deferred tax asset and related changes in the tax-receivable agreement, deferred loan costs associated with the extinguishment of debt, certain non-cash asset impairment charges, gains on the extinguishment of a portion of the tax receivable agreement, restructuring charges, gain or losses on divestitures, regulatory reserves and adjustments attributable to non-controlling interests including adjustments to the redemption value of a non-controlling interest. The Company operates in two reportable segments, Fleet Payment Solutions and Other Payment Solutions. The Fleet Payment Solutions segment provides customers with payment and transaction processing services specifically designed for the needs of vehicle fleet customers. This segment also provides information management services to these fleet customers. The Other Payment Solutions segment provides customers with a payment processing solution for their corporate purchasing and transaction monitoring needs. Revenue in this segment is derived from our corporate purchase cards and virtual and prepaid card products. The corporate purchase card products are used by businesses to facilitate purchases of products and to utilize the Company’s information management capabilities. The results of operations for Evolution1 are presented in the Company's Other Payment Solutions segment. Evolution1 contributed net revenues of approximately $72,205 and are not significant to the adjusted pre-tax income before NCI. Management is currently evaluating its internal reporting structure and is in the process of determining the impact of the changes on the Company’s segment and goodwill reporting. Net realized and unrealized losses on derivative instruments are allocated to the Fleet Payment Solutions segment in the computation of segment results for internal evaluation purposes. Total assets are not allocated to the segments. Beginning in the second quarter of 2015, adjusted net income attributable to WEX Inc. excludes net foreign currency gains and losses. For comparative purposes, adjusted net income attributable to WEX Inc. for the prior periods has been adjusted to reflect the exclusion of net foreign currency gains and losses and differs from the figure previously reported due to this adjustment. During the third quarter of 2015, the Company modified the call provision agreement for its redeemable non-controlling interest in UNIK and acquired the remaining 49 percent of UNIK. The ANI adjustment attributable to non-controlling interests now includes a change to the redemption value of the non-controlling interest in UNIK. Adjusted net income for the third quarter also excludes a reserve for a potential regulatory penalty arising from the Company’s partnership with Higher One. Management believes this information is useful to investors to facilitate comparison of operating results and better identify trends in our businesses. The following table presents the Company’s reportable segment results on an adjusted pre-tax net income before NCI basis for the three months ended September 30, 2015 and 2014 : Total Revenues Operating Interest Expense Depreciation and Amortization Adjusted Pre-Tax Income before NCI Three months ended September 30, 2015 Fleet payment solutions $ 140,672 $ 405 $ 7,234 $ 54,377 Other payment solutions 85,385 1,078 1,943 30,349 Total $ 226,057 $ 1,483 $ 9,177 $ 84,726 Three months ended September 30, 2014 Fleet payment solutions $ 144,497 $ 1,033 $ 6,412 $ 54,045 Other payment solutions 77,637 827 1,390 31,942 Total $ 222,134 $ 1,860 $ 7,802 $ 85,987 The following table presents the Company’s reportable segment results on an adjusted pre-tax net income before NCI basis for the nine months ended September 30, 2015 and 2014 : Total Revenues Operating Interest Expense Depreciation and Amortization Adjusted Pre-Tax Income before NCI Nine months ended September 30, 2015 Fleet payment solutions $ 404,682 $ 1,566 $ 21,668 $ 149,151 Other payment solutions 237,313 2,853 5,480 82,458 Total $ 641,995 $ 4,419 $ 27,148 $ 231,609 Nine months Ended September 30, 2014 Fleet payment solutions $ 425,760 $ 2,143 $ 19,225 $ 159,373 Other payment solutions 180,023 2,604 2,154 72,862 Total $ 605,783 $ 4,747 $ 21,379 $ 232,235 The following table reconciles adjusted pre-tax income before NCI to income before income taxes: Three months ended Nine months ended 2015 2014 2015 2014 Adjusted pre-tax income before NCI $ 84,726 $ 85,987 $ 231,609 $ 232,235 Unrealized (loss) gain on fuel price derivatives (3,251 ) 16,213 (27,552 ) 14,140 Net foreign currency gain (loss) 6,525 (7,560 ) (12 ) (5,289 ) Amortization of acquired intangible assets (11,601 ) (11,798 ) (35,776 ) (28,415 ) Stock-based compensation (3,067 ) (4,549 ) (10,227 ) (10,089 ) Restructuring 45 — (8,514 ) — Gain on divestiture — 27,169 1,215 27,169 Expenses and adjustments related to acquisitions (265 ) (5,559 ) (265 ) (6,059 ) Non-cash adjustments related to tax receivable agreement 1,634 (1,356 ) 1,634 (1,356 ) Regulatory reserve (2,250 ) — (2,250 ) — Income before income taxes $ 72,496 $ 98,547 $ 149,862 $ 222,336 |
Subsequent Event (Notes)
Subsequent Event (Notes) | 9 Months Ended |
Sep. 30, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events | 17. Subsequent Events Acquisition of Electronic Funds Source LLC On October 18, 2015, the Company entered into a purchase agreement to acquire Electronic Funds Source LLC ("EFS"), a provider of fleet cards to transportation companies. Pursuant to the purchase agreement, and subject to the terms and conditions contained therein, at the closing of the acquisition, the Company will acquire all of the outstanding membership interests of WP Mustang Topco LLC, the indirect parent of EFS, and Warburg Pincus Private Equity XI (Lexington), LLC, an affiliated entity from the sellers for an aggregate purchase price comprised of $1,100,000 in cash and 4,012 shares of the Company’s common stock (representing approximately 9.4% percent of the Company’s outstanding common stock after giving effect to the issuance of the new shares) and subject to certain working capital and other adjustments, as described in the purchase agreement. The parties’ obligations to consummate the acquisition are subject to customary closing conditions, including the expiration or termination of the applicable antitrust waiting period under the Hart-Scott Rodino Antitrust Improvements Act of 1976, as amended. Either party may terminate the purchase agreement if (i) the closing has not occurred on or prior to April 18, 2016 (subject to extension to July 18, 2016 if antitrust clearance has not then been obtained), (ii) an order or law permanently prohibiting the acquisition has become final and non-appealable or (iii) the other party has breached its representations, warranties or covenants, subject to customary materiality qualifications and abilities to cure. In addition, the sellers may also terminate the purchase agreement if, upon the satisfaction of the closing conditions and the expiration of a marketing period in connection with the Company’s debt financing, the Company fails to consummate the acquisition. Upon such a termination (and in certain other limited circumstances), if the sellers so elect, the Company is required to pay the sellers a cash termination fee of $45,000 . In the event the purchase agreement is terminated in certain circumstances involving a failure to obtain required antitrust clearances, if the sellers so elect, the Company is required to pay the sellers a cash termination fee of $70,000 . In connection with the acquisition, the Company entered into a commitment letter to obtain senior secured credit facilities in the aggregate amount of $2,125,000 consisting of a $1,775,000 seven -year term loan facility and a $350,000 five-year revolving credit facility to finance the acquisition. The new senior secured credit facilities would replace the Company’s existing senior secured credit facilities. Acquisition of Benaissance On October 14, 2015, the Company entered into a definitive agreement to acquire Benaissance, a leading provider of integrated SaaS technologies and services for healthcare premium billing, payment and workflow management, for total consideration of $80,000 . The sale is subject to regulatory approvals and other customary closing conditions. The Company anticipates the acquisition will close in the fourth quarter of 2015. |
New Accounting Standards (Polic
New Accounting Standards (Policies) | 9 Months Ended |
Sep. 30, 2015 | |
Accounting Changes and Error Corrections [Abstract] | |
New Accounting Standards | In May 2014, the FASB issued ASU 2014-09 related to revenue recognition, which will supersede most existing revenue recognition guidance under U.S. GAAP. The new revenue recognition standard requires entities to recognize revenue for the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The standard permits the use of either the retrospective or cumulative effect transition method. On July 9, 2015, the the Board voted to defer the effective date by one year to interim and annual reporting periods beginning after December 15, 2017, and permitted early adoption of the standard, but not for periods beginning on or before the original effective date of December 15, 2016. The Company is evaluating the effect that ASU 2014-09 will have on its consolidated financial statements and related disclosures. The Company has not yet selected a transition method. In April 2015, the FASB issued ASU 2015-03 related to the simplification of the presentation of debt issuance costs. The standard requires entities to present such costs in the balance sheet as a direct deduction from the related debt liability rather than as an asset. Amortization of the costs is reported as interest expense. The new standard is effective for interim and annual reporting periods beginning after December 15, 2015. Early adoption is permitted. Entities would apply the new guidance retrospectively to all prior periods and provide the applicable disclosures for a change in accounting principal: (i) the nature of and reason for the change in accounting principle; (ii) the transition method; (iii) a description of the prior-period information that has been retrospectively adjusted; and, (iv) the effect of the change on the financial statement line item. The adoption of this standard affects presentation only and, as such, is not expected to have a material impact on the Company's consolidated financial statements. In April 2015, the FASB issued ASU 2015-04 related to using a practical expedient for the measurement date of an employer’s defined benefit obligation and plan assets.The new standard gives an entity with a fiscal year-end that does not coincide with a calendar month-end the ability, as a practical expedient, to measure its defined benefit retirement obligations and related plan assets as of the month-end that is closest to its fiscal year-end. Additionally, the new standard provides guidance on accounting for (i) contributions to the plan and (ii) significant events that require a remeasurement (e.g., a plan amendment, settlement, or curtailment) that occur during the period between a month-end measurement date and the employer’s fiscal year-end. An entity should reflect the effects of those contributions or significant events in the measurement of the retirement benefit obligations and related plan assets. As a separate practical expedient, an entity may elect to measure the effects of a significant event as of the calendar month-end closest to the date of the significant event. The new standard is effective for interim and annual reporting periods beginning after December 15, 2015. Early adoption is permitted and the new standard should be applied prospectively. The Company does not believe that the adoption of ASU 2014-05 will have a material impact on its results of operations. |
Basis of Presentation (Tables)
Basis of Presentation (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Glossary of Terms in Document | The following is provided to aid the reader and provide a reference point when reviewing the unaudited condensed consolidated financial statements. 2011 Credit Agreement Credit agreement entered into on May 23, 2011 among the Company, as borrower, WEX Card Holdings Australia Pty Ltd, a wholly-owned subsidiary of the Company, as specified designated borrower, Bank of America, N.A., as administrative agent and letter of credit issuer, and the other lenders party thereto 2013 Credit Agreement Amended and restated credit agreement entered into on January 18, 2013 by and among the Company and certain of our subsidiaries, as borrowers, and WEX Card Holdings Australia Pty Ltd, as specified designated borrower, with a lending syndicate 2014 Amendment Agreement Amendment and restatement agreement entered into on August 22, 2014, among the Company, the lenders party thereto, and Bank of America, N.A., as administrative agent 2014 Credit Agreement Second amended and restated credit agreement entered into on August 22, 2014, by and among the Company and certain of our subsidiaries, as borrowers, and WEX Card Holding Australia Adjusted Net Income or ANI A non-GAAP metric that adjusts net earnings attributable to WEX Inc. to exclude fair value changes of fuel-price related derivative instruments, the amortization of purchased intangibles, the impact of net foreign currency remeasurement gains and losses, the expense associated with stock-based compensation, acquisition related expenses, the net impact of tax rate changes on the Company’s deferred tax asset and related changes in the tax-receivable agreement, deferred loan costs associated with the extinguishment of debt, certain non-cash asset impairment charges, restructuring charges, gains on the extinguishment of a portion of the tax receivable agreement, regulatory reserves, gains or losses on divestitures and adjustments attributable to non-controlling interests, including adjustments to the redemption value of a non-controlling interest, as well as the related tax impacts of the adjustments ASU 2014-09 Accounting Standards Update No. 2014-09 Revenue from Contracts with Customers (Topic 606) ASU 2015-03 Accounting Standards Update No. 2015-03 Interest—Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs ASU 2015-04 Accounting Standards Update No. 2015-04 Compensation—Retirement Benefits (Topic 715): Practical Expedient for the Measurement Date of an Employer’s Defined Benefit Obligation and Plan Assets Company WEX Inc. and all entities included in the unaudited condensed consolidated financial statements European fleet business Consists primarily of our European commercial fleet card portfolio acquired by the Company from ExxonMobil on December 1, 2014 ("Esso portfolio in Europe") Evolution1 EB Holdings Corp. and its subsidiaries which includes Evolution1, Inc., acquired by the Company on July 16, 2014 FASB Financial Accounting Standards Board FDIC Federal Deposit Insurance Corporation GAAP Generally Accepted Accounting Principles in the United States Indenture Indenture dated as of January 30, 2013 among the Company, the guarantors listed therein, and The Bank of New York Mellon Trust Company, N.A., as trustee NCI Non-controlling interests Notes $400 million notes with a 4.75% fixed rate, issued on January 30, 2013 NOW deposits Negotiable order of withdrawal deposits Pacific Pride Pacific Pride Services, LLC, previously a wholly owned subsidiary, sold on July 29, 2014 rapid! PayCard rapid! PayCard, previously a line of business of the Company, sold on January 7, 2015 SaaS Software-as-a-service SEC Securities and Exchange Commission Securitization Subsidiary Southern Cross WEX 2015-1 Trust, a bankruptcy-remote subsidiary consolidated by the Company UNIK UNIK S.A., the Company's Brazilian subsidiary WEX WEX Inc. |
Business Acquisitions (Tables)
Business Acquisitions (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Business Combinations [Abstract] | |
Schedule of Business Acquisitions, by Acquisition | The following is a summary of the preliminary allocation of the purchase price to the assets and liabilities acquired: Consideration paid (net of cash acquired) $ 379,458 Less: Accounts receivable 303,376 Other tangible assets and liabilities, net (8,497 ) Licensing agreements (a) 36,605 Customer relationships (b) 7,346 Recorded goodwill $ 40,628 (a) Weighted average life – 4.6 years . (b) Weighted average life – 7.2 years . The following is a summary of the allocation of the purchase price to the assets and liabilities acquired: Consideration paid (net of cash acquired) $ 532,174 Less: Accounts receivable 8,418 Accounts payable (175 ) Deferred tax liabilities, net (68,768 ) Other tangible assets and liabilities, net (3,712 ) Acquired software and developed technology (a) 70,000 Customer relationships (b) 211,000 Trade name (c) 7,900 Trade name (d) 11,000 Recorded goodwill $ 296,511 (a) Weighted average life – 6.4 years . (b) Weighted average life – 9.7 years . (c) Weighted average life – 9.9 years . (d) Indefinite-lived The following is a summary of the preliminary allocation of the purchase price to the assets and liabilities acquired: Consideration paid (net of cash acquired) $ 379,458 Less: Accounts receivable 303,376 Other tangible assets and liabilities, net (8,497 ) Licensing agreements (a) 36,605 Customer relationships (b) 7,346 Recorded goodwill $ 40,628 (a) Weighted average life – 4.6 years . (b) Weighted average life – 7.2 years . |
Business Acquisition, Pro Forma Information | The following represents unaudited pro forma operational results as if Evolution1 had been included in the Company’s unaudited condensed consolidated statements of operations as of the beginning of the fiscal periods ended: Three Months Ended Nine months Ended Revenue $ 225,181 $ 653,192 Net income attributable to WEX Inc. $ 69,889 $ 141,206 Pro forma net income attributable to WEX Inc. per common share: Net income per share – basic $ 1.80 $ 3.63 Net income per share – diluted $ 1.79 $ 3.62 |
Sale of Subsidiary and Assets (
Sale of Subsidiary and Assets (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of Disposal Groups, Including Discontinued Operations, Income Statement, Balance Sheet and Additional Disclosures | The following is a summary of the allocation of the assets and liabilities sold: Consideration received $ 49,664 Less: Expenses associated with the sale 1,340 Accounts receivable 48,699 Accounts payable (53,001 ) Other tangible assets and liabilities, net 828 Customer relationships 3,727 Trademarks and trade name 1,444 Goodwill 19,137 Gain on sale $ 27,490 |
Reserves for Credit Losses (Tab
Reserves for Credit Losses (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Receivables [Abstract] | |
Changes in Reserves for Credit Losses Related to Accounts Receivable | The following table presents changes in reserves for credit losses related to accounts receivable: Nine months ended September 30, 2015 2014 Balance, beginning of period $ 13,919 $ 10,396 Provision for credit losses 14,532 23,154 Charge-offs (20,667 ) (25,776 ) Recoveries of amounts previously charged-off 3,965 5,730 Currency translation (214 ) (58 ) Balance, end of period $ 11,535 $ 13,446 |
Goodwill and Other Intangible32
Goodwill and Other Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Changes in Goodwill | The changes in goodwill during the first nine months of 2015 were as follows: Fleet Payment Solutions Segment Other Payment Solutions Segment Total Gross goodwill, January 1, 2015 $ 759,986 $ 374,424 $ 1,134,410 Impact of foreign currency translation (29,235 ) (6,679 ) (35,914 ) Disposal of certain assets (147 ) (12,386 ) (12,533 ) Gross goodwill, September 30, 2015 730,604 355,359 1,085,963 Accumulated impairment, September 30, 2015 (1,337 ) (16,171 ) (17,508 ) Net goodwill, September 30, 2015 $ 729,267 $ 339,188 $ 1,068,455 |
Changes in Other Intangible Assets | The changes in other intangible assets during the first nine months of 2015 were as follows: Net Amortization Disposals Impact of foreign currency translation Net Carrying Definite-lived intangible assets Acquired software and developed technology $ 119,509 $ (8,195 ) $ — $ (4,289 ) $ 107,025 Customer relationships 309,450 (23,506 ) (2,329 ) (6,977 ) 276,638 Licensing agreements 35,341 (3,159 ) (164 ) (2,701 ) 29,317 Patent 1,245 (67 ) — (282 ) 896 Trade names 15,373 (849 ) (723 ) (338 ) 13,463 Indefinite-lived intangible assets Trademarks and trade names 16,379 — — (691 ) 15,688 Total $ 497,297 $ (35,776 ) $ (3,216 ) $ (15,278 ) $ 443,027 |
Estimated Amortization Expense Related to Definite Lived Intangible Assets | The following table presents the estimated amortization expense related to the definite-lived intangible assets listed above for the remainder of 2015 and for each of the five succeeding fiscal years: Remaining 2015 $ 11,910 2016 $ 46,534 2017 $ 46,348 2018 $ 43,050 2019 $ 39,901 2020 $ 36,621 |
Other Intangible Assets | Other intangible assets, net consist of the following: September 30, 2015 December 31, 2014 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount Definite-lived intangible assets Acquired software and developed technology $ 144,857 $ (37,832 ) $ 107,025 $ 150,458 $ (30,949 ) $ 119,509 Customer relationships 373,099 (96,461 ) 276,638 393,942 (84,492 ) 309,450 Licensing agreements 33,054 (3,737 ) 29,317 35,726 (385 ) 35,341 Patent 2,307 (1,411 ) 896 2,697 (1,452 ) 1,245 Trademarks and trade names 16,420 (2,957 ) 13,463 17,786 (2,413 ) 15,373 $ 569,737 $ (142,398 ) 427,339 $ 600,609 $ (119,691 ) 480,918 Indefinite-lived intangible assets Trademarks and trade names 15,688 16,379 Total $ 443,027 $ 497,297 |
Earnings per Share (Tables)
Earnings per Share (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Earnings Per Share [Abstract] | |
Reconciliation of Income and Share Data Used in Basic and Diluted Earnings Per Share Computations | The following is a reconciliation of the income and share data used in the basic and diluted earnings per share computations for the three and nine months ended September 30, 2015 and 2014 : Three months ended Nine months ended 2015 2014 2015 2014 Net earnings attributable to WEX Inc. available for common stockholders – Basic and Diluted $ 32,166 $ 74,443 $ 81,003 $ 154,318 Weighted average common shares outstanding – Basic 38,745 38,867 38,780 38,896 Unvested restricted stock units 46 74 55 85 Stock options 17 20 17 23 Weighted average common shares outstanding – Diluted 38,808 38,961 38,852 39,004 |
Derivative Instruments (Tables)
Derivative Instruments (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Put and Call Option Contracts | As of September 30, 2015 , the Company had the following put and call option contracts related to the Company's commodity fuel price derivatives, which are not designated as hedging contracts and settle on a monthly basis: Aggregate Notional Amount (gallons) (a) Fuel price derivative instruments – unleaded fuel Option contracts settling October 2015 – March 2016 7,769 Fuel price derivative instruments – diesel Option contracts settling October 2015 – March 2016 3,848 Total fuel price derivative instruments 11,617 (a) The settlement of the put and call option 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. |
Schedule of Forward and Spot Contracts related to Foreign Exchange Contracts | As of September 30, 2015 , the Company had the following contracts related to its foreign currency swaps, which are not designated as hedging contracts and settle in U.S. dollars at various dates within 2 days: Aggregate Notional Amount Australian dollar A$ 9,500 Euro € 1,700 Pound sterling £ 17,000 |
Location and Amounts of Derivative Fair Values in Condensed Consolidated Balance Sheets | The following table presents information on the location and amounts of derivative fair values in the unaudited condensed consolidated balance sheets: Derivatives Classified as Assets Derivatives Classified as Liabilities September 30, 2015 December 31, 2014 September 30, 2015 December 31, 2014 Derivatives Not Designated as Hedging Instruments Balance Fair Balance Fair Balance Sheet Location Fair Value Balance Sheet Location Fair Value Commodity contracts Fuel price $ 13,417 Fuel price $ 40,969 Fuel price derivatives, at fair value $ — Fuel price derivatives, at fair value $ — Foreign currency swaps Accounts receivable $ 15 Accounts receivable $ — Accounts payable $ 115 Accounts payable $ — |
Location and Amounts of Derivative Gains and Losses in Condensed Consolidated Statements of Income | The following table presents information on the location and amounts of derivative gains and losses in the unaudited condensed consolidated statements of income: Amount of Gain or Derivatives Not Designated as Hedging Instruments Location of Gain or (Loss) Recognized in Three months ended September 30, Nine months ended Income on Derivative 2015 2014 2015 2014 Commodity contracts Net realized and unrealized gain on fuel price derivative instruments $ 7,922 $ 14,773 $ 4,671 $ 9,057 Foreign currency forward exchanges Net foreign currency gain (loss) $ — $ 8,177 21,967 $ 6,893 Foreign currency swaps Net foreign currency gain (loss) $ (100 ) $ — $ (100 ) $ — |
Fair Value (Tables)
Fair Value (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Fair Value Disclosures [Abstract] | |
Assets and Liabilities Measured at Fair Value | The following table presents the Company’s assets and liabilities that are measured at fair value and the related hierarchy levels as of December 31, 2014 : Fair Value Measurements at Reporting Date Using December 31, 2014 Quoted Prices Significant Significant Assets: Mortgage-backed securities $ 810 $ — $ 810 $ — Asset-backed securities 1,165 — 1,165 — Municipal bonds 554 — 554 — Equity securities 16,411 16,411 — — Total available-for-sale securities $ 18,940 $ 16,411 $ 2,529 $ — Executive deferred compensation plan trust (a) $ 5,927 $ 5,927 $ — $ — Fuel price derivatives – unleaded fuel (b) $ 29,120 $ — $ 29,120 $ — Fuel price derivatives – diesel (b) 11,849 — — 11,849 Total fuel price derivatives $ 40,969 $ — $ 29,120 $ 11,849 (a) The fair value of these instruments is recorded in Other assets. (b) The balance sheet presentation combines unleaded fuel and diesel fuel positions. The following table presents the Company’s assets that are measured at fair value and the related hierarchy levels as of September 30, 2015 : Fair Value Measurements at Reporting Date Using September 30, 2015 Quoted Prices Significant Significant Assets: Mortgage-backed securities $ 656 $ — $ 656 $ — Asset-backed securities 892 — 892 — Municipal bonds 423 — 423 — Equity securities 16,767 16,767 — — Total available-for-sale securities $ 18,738 $ 16,767 $ 1,971 $ — Executive deferred compensation plan trust (a) $ 5,446 $ 5,446 $ — $ — Fuel price derivatives – unleaded fuel (b) $ 8,972 $ — $ 8,972 $ — Fuel price derivatives – diesel (b) 4,445 — — 4,445 Total fuel price derivatives $ 13,417 $ — $ 8,972 $ 4,445 Foreign currency swaps (c) $ 15 $ — $ 15 $ — Liabilities: Foreign currency swaps (d) $ 115 — $ 115 — (a) The fair value of these instruments is recorded in Other assets. (b) The balance sheet presentation combines unleaded fuel and diesel fuel positions. (c) The fair value of these instruments is recorded in Accounts receivable. (d) The fair value of these instruments is recorded in Accounts payable. |
Reconciliation of Beginning and Ending Balances for Assets and Liabilities Measured at Fair Value on Recurring Basis Using Significant Unobservable Inputs | The following table presents a reconciliation of the beginning and ending balances for assets and liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) during the three months ended : September 30, 2015 September 30, 2014 Fuel Price Fuel Price Beginning balance $ 6,078 $ (1,925 ) Total gains and (losses) – realized/unrealized Included in earnings (a) (1,633 ) 4,211 Included in other comprehensive income — — Purchases, issuances and settlements — — Transfers (in)/out of Level 3 — — Ending balance $ 4,445 $ 2,286 (a) Gains and losses (realized and unrealized) associated with fuel price derivatives, included in earnings for the three months ended September 30, 2015 and 2014 , are reported in net realized and unrealized gain on fuel price derivative instruments on the unaudited condensed consolidated statements of income. The following table presents a reconciliation of the beginning and ending balances for assets and liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) during the nine months ended: September 30, 2015 September 30, 2014 Fuel Price Fuel Price Beginning balance $ 11,848 $ (2,142 ) Total gains and (losses) – realized/unrealized Included in earnings (a) (7,403 ) 4,428 Included in other comprehensive income — — Purchases, issuances and settlements — — Transfers (in)/out of Level 3 — — Ending balance $ 4,445 $ 2,286 (a) Gains and losses (realized and unrealized) associated with fuel price derivatives, included in earnings for the nine months ended September 30, 2015 and 2014 , are reported in net realized and unrealized gain on fuel price derivative instruments on the unaudited condensed consolidated statements of income. |
Quantitative Information About Level Three Fair Value Measurements | The significant unobservable inputs used in the fair value measurement of the Company’s diesel fuel price derivative instruments designated as Level 3 as of September 30, 2015 , are as follows: Fair Value Valuation Unobservable Input Range Fuel price derivatives – diesel $ 4,445 Option model Future retail price of diesel fuel after September 30, 2015 $3.72 – 3.85 |
Accumulated Other Comprehensi36
Accumulated Other Comprehensive Income (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Equity [Abstract] | |
Reconciliation of Accumulated Other Comprehensive Income | A reconciliation of accumulated other comprehensive income for the nine month periods ended September 30, 2015 and 2014 , is as follows: 2015 2014 Unrealized Gains and Losses on Available- for-Sale Securities Foreign Currency Items Unrealized Gains and Losses on Available- for-Sale Securities Foreign Currency Items Beginning balance $ (129 ) $ (50,452 ) $ (433 ) $ (15,062 ) Other comprehensive (loss) income 50 (49,382 ) 200 (9,448 ) Purchase of redeemable non-controlling interest — (9,108 ) — — Ending balance $ (79 ) $ (108,942 ) $ (233 ) $ (24,510 ) A reconciliation of accumulated other comprehensive income (loss) for the three month periods ended September 30, 2015 and 2014 , is as follows: 2015 2014 Unrealized Gains and Losses on Available- for-Sale Securities Foreign Currency Items Unrealized Gains and Losses on Available- for-Sale Securities Foreign Currency Items Beginning balance $ (178 ) $ (67,344 ) $ (207 ) $ 6,344 Other comprehensive income (loss) 99 (32,490 ) (26 ) (30,854 ) Purchase of redeemable non-controlling interest — (9,108 ) — — Ending balance $ (79 ) $ (108,942 ) $ (233 ) $ (24,510 ) |
Non-controlling interests (Tabl
Non-controlling interests (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Noncontrolling Interest [Abstract] | |
Redeemable Noncontrolling Interest | A reconciliation of redeemable non-controlling interest for the three and nine month periods ended September 30, 2015 and September 30, 2014 , is as follows: Three months ended Nine months ended 2015 2014 2015 2014 Balance, beginning of period $ 14,992 $ 19,732 $ 16,590 $ 18,729 Net gain (loss) attributable to redeemable non-controlling interest 531 218 1,190 (31 ) Currency translation adjustment (1,953 ) (1,967 ) (4,210 ) (715 ) Adjustment to redemption value 9,413 — 9,413 — Excess purchase amount over redemption value 23,035 — 23,035 — Purchase of non-controlling interest (46,018 ) — (46,018 ) — Ending balance $ — $ 17,983 $ — $ 17,983 |
Summary of Noncontrolling Interests | A reconciliation of non-controlling interest for the three and nine month periods ended September 30, 2015 and September 30, 2014 is as follows: Three months ended Nine months ended 2015 2014 2015 2014 Balance, beginning of period $ 13,165 $ 859 $ 17,396 $ 519 Non-controlling interest investment — 20,234 — 21,267 Net loss attributable to non-controlling interest (328 ) (811 ) (3,391 ) (1,508 ) Currency translation adjustment (505 ) (1,011 ) (1,673 ) (1,007 ) Ending balance $ 12,332 $ 19,271 $ 12,332 $ 19,271 |
Restructuring Restructuring (Ta
Restructuring Restructuring (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Restructuring and Related Activities [Abstract] | |
Restructuring and Related Costs | The following table presents the Company’s restructuring liability for the three and nine months ended September 30, 2015 : Three months ended Nine months ended 2015 2014 2015 2014 Beginning balance $ 8,822 $ — $ — $ — Restructuring charges — — 8,559 — Reserve release (45 ) — (45 ) — Cash paid — — — — Impact of foreign currency translation (304 ) — (41 ) — Ending balance $ 8,473 $ — $ 8,473 $ — |
Segment Information (Tables)
Segment Information (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Segment Reporting [Abstract] | |
Reportable Segment Results | The following table presents the Company’s reportable segment results on an adjusted pre-tax net income before NCI basis for the three months ended September 30, 2015 and 2014 : Total Revenues Operating Interest Expense Depreciation and Amortization Adjusted Pre-Tax Income before NCI Three months ended September 30, 2015 Fleet payment solutions $ 140,672 $ 405 $ 7,234 $ 54,377 Other payment solutions 85,385 1,078 1,943 30,349 Total $ 226,057 $ 1,483 $ 9,177 $ 84,726 Three months ended September 30, 2014 Fleet payment solutions $ 144,497 $ 1,033 $ 6,412 $ 54,045 Other payment solutions 77,637 827 1,390 31,942 Total $ 222,134 $ 1,860 $ 7,802 $ 85,987 The following table presents the Company’s reportable segment results on an adjusted pre-tax net income before NCI basis for the nine months ended September 30, 2015 and 2014 : Total Revenues Operating Interest Expense Depreciation and Amortization Adjusted Pre-Tax Income before NCI Nine months ended September 30, 2015 Fleet payment solutions $ 404,682 $ 1,566 $ 21,668 $ 149,151 Other payment solutions 237,313 2,853 5,480 82,458 Total $ 641,995 $ 4,419 $ 27,148 $ 231,609 Nine months Ended September 30, 2014 Fleet payment solutions $ 425,760 $ 2,143 $ 19,225 $ 159,373 Other payment solutions 180,023 2,604 2,154 72,862 Total $ 605,783 $ 4,747 $ 21,379 $ 232,235 |
Reconciliation of Adjusted Net Income to Net Income | The following table reconciles adjusted pre-tax income before NCI to income before income taxes: Three months ended Nine months ended 2015 2014 2015 2014 Adjusted pre-tax income before NCI $ 84,726 $ 85,987 $ 231,609 $ 232,235 Unrealized (loss) gain on fuel price derivatives (3,251 ) 16,213 (27,552 ) 14,140 Net foreign currency gain (loss) 6,525 (7,560 ) (12 ) (5,289 ) Amortization of acquired intangible assets (11,601 ) (11,798 ) (35,776 ) (28,415 ) Stock-based compensation (3,067 ) (4,549 ) (10,227 ) (10,089 ) Restructuring 45 — (8,514 ) — Gain on divestiture — 27,169 1,215 27,169 Expenses and adjustments related to acquisitions (265 ) (5,559 ) (265 ) (6,059 ) Non-cash adjustments related to tax receivable agreement 1,634 (1,356 ) 1,634 (1,356 ) Regulatory reserve (2,250 ) — (2,250 ) — Income before income taxes $ 72,496 $ 98,547 $ 149,862 $ 222,336 |
Basis of Presentation - Additio
Basis of Presentation - Additional Information (Details) - USD ($) | Sep. 30, 2015 | Aug. 31, 2015 | Aug. 30, 2012 |
Unik [Member] | |||
Debt Instrument [Line Items] | |||
Percent of ownership interest acquired | 49.00% | 51.00% | |
Senior Notes [Member] | |||
Debt Instrument [Line Items] | |||
Debt instrument, aggregate principal amount | $ 400,000,000 | ||
Debt instrument, interest rate | 4.75% |
Business Acquisitions - Additio
Business Acquisitions - Additional Information (Detail) | Aug. 31, 2015USD ($) | Jul. 16, 2014USD ($) | Sep. 30, 2015USD ($) | Dec. 31, 2014USD ($) | Sep. 30, 2014USD ($) | Dec. 01, 2014USD ($)Country | Sep. 30, 2015USD ($) | Sep. 30, 2014USD ($) | Aug. 30, 2012 |
Business Acquisition [Line Items] | |||||||||
Purchase of non-controlling interest | $ 46,018,000 | $ 0 | $ 46,018,000 | $ 0 | |||||
Acquisitions and investments, net of cash | 0 | $ 591,791,000 | |||||||
Unik [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Percent of ownership interest acquired | 49.00% | 51.00% | |||||||
Purchase of non-controlling interest | $ 46,018,000 | ||||||||
ESSO Portfolio [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Percent of ownership interest acquired | 75.00% | ||||||||
Acquisitions and investments, net of cash | $ 80,000,000 | $ 379,458,000 | |||||||
Number of countries the purchased fleet fuel card program operates | Country | 9 | ||||||||
Increase (decrease) in goodwill | $ 537,000 | ||||||||
Increase (decrease) in accounts receivable | (2,000) | ||||||||
Increase (decrease) in licensing agreements intangible asset | (374,000) | ||||||||
Increase (decrease) in other tangible assets and liabilities, net | 213,000 | ||||||||
Evolution1 [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Acquisitions and investments, net of cash | $ 532,174,000 | ||||||||
Increase (decrease) in goodwill | 379,000 | ||||||||
Payments to acquire business, gross | $ 532,174,000 | ||||||||
Increase (decrease) in intangible assets | 127,000 | ||||||||
Increase (decrease) in deferred income tax liabilities | 252,000 | ||||||||
Changes to statements of operations and cash flows | $ 0 | ||||||||
Customer Relationships [Member] | ESSO Portfolio [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Increase (decrease) in customer relationship intangible asset | $ (374,000) |
Business Acquisitions - Summary
Business Acquisitions - Summary of Esso Portfolio Acquisition (Details) - USD ($) $ in Thousands | Dec. 01, 2014 | Sep. 30, 2014 | Dec. 01, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | |
Business Acquisition [Line Items] | |||||||
Consideration paid (net of cash acquired) | $ 0 | $ 591,791 | |||||
Less: | |||||||
Goodwill | $ 1,068,455 | $ 1,116,902 | |||||
ESSO Portfolio [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Consideration paid (net of cash acquired) | $ 80,000 | $ 379,458 | |||||
Less: | |||||||
Accounts receivable | $ 303,376 | 303,376 | |||||
Other tangible assets and liabilities, net | (8,497) | (8,497) | |||||
Goodwill | 40,628 | 40,628 | |||||
ESSO Portfolio [Member] | Licensing agreements [Member] | |||||||
Less: | |||||||
Finite-lived intangible assets | [1] | $ 36,605 | 36,605 | ||||
Weighted average life | 4 years 7 months 6 days | ||||||
ESSO Portfolio [Member] | Customer Relationships [Member] | |||||||
Less: | |||||||
Finite-lived intangible assets | [2] | $ 7,346 | $ 7,346 | ||||
Weighted average life | 7 years 2 months 12 days | ||||||
[1] | Weighted average life – 4.6 years. | ||||||
[2] | Weighted average life – 7.2 years. |
Business Acquisitions - Summa43
Business Acquisitions - Summary of Evolution1 Acquisition (Details) - USD ($) $ in Thousands | Jul. 16, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | |
Business Acquisition [Line Items] | |||||
Consideration paid (net of cash acquired) | $ 0 | $ 591,791 | |||
Less: | |||||
Recorded goodwill | $ 1,068,455 | $ 1,116,902 | |||
Evolution1 [Member] | |||||
Business Acquisition [Line Items] | |||||
Consideration paid (net of cash acquired) | $ 532,174 | ||||
Less: | |||||
Accounts receivable | 8,418 | ||||
Accounts payable | (175) | ||||
Deferred tax liabilities, net | (68,768) | ||||
Other tangible assets and liabilities, net | (3,712) | ||||
Recorded goodwill | 296,511 | ||||
Acquired software and developed technology [Member] | Evolution1 [Member] | |||||
Less: | |||||
Finite-lived intangible assets | [1] | $ 70,000 | |||
Weighted average life | 6 years 4 months 24 days | ||||
Customer Relationships [Member] | Evolution1 [Member] | |||||
Less: | |||||
Finite-lived intangible assets | [2] | $ 211,000 | |||
Weighted average life | 9 years 8 months 12 days | ||||
Trademarks and trade names [Member] | Evolution1 [Member] | |||||
Less: | |||||
Finite-lived intangible assets | [3] | $ 7,900 | |||
Indefinite-lived intangible assets | [4] | $ 11,000 | |||
Weighted average life | 9 years 10 months 24 days | ||||
[1] | Weighted average life – 6.4 years. | ||||
[2] | Weighted average life – 9.7 years. | ||||
[3] | Weighted average life – 9.9 years. | ||||
[4] | Indefinite-lived |
Business Acquisitions - Pro For
Business Acquisitions - Pro Forma Results of Operations of Evolution1 (Details) - Evolution1 [Member] - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2014 | Sep. 30, 2014 | |
Business Acquisition [Line Items] | ||
Revenue | $ 225,181 | $ 653,192 |
Net income attributable to WEX Inc. | $ 69,889 | $ 141,206 |
Pro forma net income attributable to WEX Inc. per common share: | ||
Net income per share – basic (in usd per share) | $ 1.80 | $ 3.63 |
Net income per share – diluted (in usd per share) | $ 1.79 | $ 3.62 |
Sale of Subsidiary and Assets -
Sale of Subsidiary and Assets - Additional Information (Details) - USD ($) $ in Thousands | Jan. 07, 2015 | Jul. 29, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Gain on divestitures | $ 0 | $ 27,169 | $ 1,215 | $ 27,169 | ||
Rapid! Paycard [Member] | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Proceeds from sale of subsidiary | $ 20,000 | |||||
Gain on divestitures | $ 1,215 | |||||
Pacific Pride [Member] | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Proceeds from sale of subsidiary | $ 49,664 | |||||
Gain on divestitures | $ 27,490 |
Sale of Subsidiary and Assets46
Sale of Subsidiary and Assets - Summary of Sale of Pacific Pride LLC (Details) - USD ($) $ in Thousands | Jul. 29, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Gain on divestitures | $ 0 | $ 27,169 | $ 1,215 | $ 27,169 | |
Pacific Pride [Member] | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Consideration received | $ 49,664 | ||||
Expenses associated with the sale | 1,340 | ||||
Accounts receivable | 48,699 | ||||
Accounts payable | (53,001) | ||||
Other tangible assets and liabilities, net | 828 | ||||
Goodwill | 19,137 | ||||
Gain on divestitures | 27,490 | ||||
Pacific Pride [Member] | Customer Relationships [Member] | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Intangible assets | 3,727 | ||||
Pacific Pride [Member] | Trademarks and trade names [Member] | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Intangible assets | $ 1,444 |
Reserves for Credit Losses - Ad
Reserves for Credit Losses - Additional Information (Detail) - customer | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Concentration Risk [Line Items] | ||
Trade receivable payments period | 30 days | |
Days past due when receivables are generally written off | 150 days | |
Percentage of trade accounts receivables less than 60 days past due | 98.00% | 99.00% |
Customer Concentration Risk [Member] | Accounts Receivable [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk, number of customers | 0 |
Reserves for Credit Losses - Re
Reserves for Credit Losses - Related to Accounts Receivable (Detail) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Allowance for Doubtful Accounts Receivable [Roll Forward] | ||
Balance, beginning of period | $ 13,919 | $ 10,396 |
Provision for credit losses | 14,532 | 23,154 |
Charge-offs | (20,667) | (25,776) |
Recoveries of amounts previously charged-off | 3,965 | 5,730 |
Currency translation | (214) | (58) |
Balance, end of period | $ 11,535 | $ 13,446 |
Goodwill and Other Intangible49
Goodwill and Other Intangible Assets - Changes In Goodwill (Detail) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2015 | Dec. 31, 2014 | |
Goodwill [Roll Forward] | ||
Gross goodwill, January 1, 2015 | $ 1,134,410 | |
Impact of foreign currency translation | (35,914) | |
Disposal of certain assets | (12,533) | |
Gross goodwill, September 30, 2015 | 1,085,963 | |
Accumulated impairment, September 30, 2015 | (17,508) | |
Net goodwill, September 30, 2015 | 1,068,455 | $ 1,116,902 |
Fleet Payment Solutions Segment [Member] | ||
Goodwill [Roll Forward] | ||
Gross goodwill, January 1, 2015 | 759,986 | |
Impact of foreign currency translation | (29,235) | |
Disposal of certain assets | (147) | |
Gross goodwill, September 30, 2015 | 730,604 | |
Accumulated impairment, September 30, 2015 | (1,337) | |
Net goodwill, September 30, 2015 | 729,267 | |
Other Payment Solutions Segment [Member] | ||
Goodwill [Roll Forward] | ||
Gross goodwill, January 1, 2015 | 374,424 | |
Impact of foreign currency translation | (6,679) | |
Disposal of certain assets | (12,386) | |
Gross goodwill, September 30, 2015 | 355,359 | |
Accumulated impairment, September 30, 2015 | (16,171) | |
Net goodwill, September 30, 2015 | $ 339,188 |
Goodwill and Other Intangible50
Goodwill and Other Intangible Assets - Additional Information (Detail) | 9 Months Ended |
Sep. 30, 2015USD ($) | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill impairment | $ 0 |
Goodwill and Other Intangible51
Goodwill and Other Intangible Assets - Changes in Intangible Assets (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Definite-lived intangible assets | ||||
Net Carrying Amount, January 1, 2015 | $ 480,918 | |||
Amortization | $ (11,601) | $ (11,798) | (35,776) | $ (28,415) |
Net Carrying Amount, September 30, 2015 | 427,339 | 427,339 | ||
Indefinite-lived intangible assets | ||||
Net Carrying Amount, January 1, 2015 | 497,297 | |||
Disposals | (3,216) | |||
Impact of foreign currency translation | (15,278) | |||
Net Carrying Amount, September 30, 2015 | 443,027 | 443,027 | ||
Trademarks and trade names [Member] | ||||
Definite-lived intangible assets | ||||
Disposals | 0 | |||
Indefinite-lived intangible assets | ||||
Net Carrying Amount, January 1, 2015 | 16,379 | |||
Impact of foreign currency translation | (691) | |||
Net Carrying Amount, September 30, 2015 | 15,688 | 15,688 | ||
Acquired software and developed technology [Member] | ||||
Definite-lived intangible assets | ||||
Net Carrying Amount, January 1, 2015 | 119,509 | |||
Amortization | (8,195) | |||
Disposals | 0 | |||
Impact of foreign currency translation | (4,289) | |||
Net Carrying Amount, September 30, 2015 | 107,025 | 107,025 | ||
Customer Relationships [Member] | ||||
Definite-lived intangible assets | ||||
Net Carrying Amount, January 1, 2015 | 309,450 | |||
Amortization | (23,506) | |||
Disposals | (2,329) | |||
Impact of foreign currency translation | (6,977) | |||
Net Carrying Amount, September 30, 2015 | 276,638 | 276,638 | ||
Licensing agreements [Member] | ||||
Definite-lived intangible assets | ||||
Net Carrying Amount, January 1, 2015 | 35,341 | |||
Amortization | (3,159) | |||
Disposals | (164) | |||
Impact of foreign currency translation | (2,701) | |||
Net Carrying Amount, September 30, 2015 | 29,317 | 29,317 | ||
Patent [Member] | ||||
Definite-lived intangible assets | ||||
Net Carrying Amount, January 1, 2015 | 1,245 | |||
Amortization | (67) | |||
Disposals | 0 | |||
Impact of foreign currency translation | (282) | |||
Net Carrying Amount, September 30, 2015 | 896 | 896 | ||
Trade names [Member] | ||||
Definite-lived intangible assets | ||||
Net Carrying Amount, January 1, 2015 | 15,373 | |||
Amortization | (849) | |||
Disposals | (723) | |||
Impact of foreign currency translation | (338) | |||
Net Carrying Amount, September 30, 2015 | $ 13,463 | $ 13,463 |
Goodwill and Other Intangible52
Goodwill and Other Intangible Assets - Estimated Amortization Expense Related to Definite Lived Intangible Assets (Detail) $ in Thousands | Sep. 30, 2015USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Remaining 2,015 | $ 11,910 |
2,016 | 46,534 |
2,017 | 46,348 |
2,018 | 43,050 |
2,019 | 39,901 |
2,020 | $ 36,621 |
Goodwill and Other Intangible53
Goodwill and Other Intangible Assets - Other Intangible Assets (Detail) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Other Intangible Assets [Line Items] | ||
Gross Carrying Amount, Definite-lived intangible assets | $ 569,737 | $ 600,609 |
Accumulated Amortization, Definite-lived intangible assets | (142,398) | (119,691) |
Net Carrying Amount, Definite-lived intangible assets | 427,339 | 480,918 |
Total | 443,027 | 497,297 |
Acquired software and developed technology [Member] | ||
Other Intangible Assets [Line Items] | ||
Gross Carrying Amount, Definite-lived intangible assets | 144,857 | 150,458 |
Accumulated Amortization, Definite-lived intangible assets | (37,832) | (30,949) |
Net Carrying Amount, Definite-lived intangible assets | 107,025 | 119,509 |
Customer Relationships [Member] | ||
Other Intangible Assets [Line Items] | ||
Gross Carrying Amount, Definite-lived intangible assets | 373,099 | 393,942 |
Accumulated Amortization, Definite-lived intangible assets | (96,461) | (84,492) |
Net Carrying Amount, Definite-lived intangible assets | 276,638 | 309,450 |
Licensing agreements [Member] | ||
Other Intangible Assets [Line Items] | ||
Gross Carrying Amount, Definite-lived intangible assets | 33,054 | 35,726 |
Accumulated Amortization, Definite-lived intangible assets | (3,737) | (385) |
Net Carrying Amount, Definite-lived intangible assets | 29,317 | 35,341 |
Patent [Member] | ||
Other Intangible Assets [Line Items] | ||
Gross Carrying Amount, Definite-lived intangible assets | 2,307 | 2,697 |
Accumulated Amortization, Definite-lived intangible assets | (1,411) | (1,452) |
Net Carrying Amount, Definite-lived intangible assets | 896 | 1,245 |
Trademarks and trade names [Member] | ||
Other Intangible Assets [Line Items] | ||
Gross Carrying Amount, Definite-lived intangible assets | 16,420 | 17,786 |
Accumulated Amortization, Definite-lived intangible assets | (2,957) | (2,413) |
Net Carrying Amount, Definite-lived intangible assets | 13,463 | 15,373 |
Net Carrying Amount, Indefinite-lived intangible assets | $ 15,688 | $ 16,379 |
Earnings per Share - Reconcilia
Earnings per Share - Reconciliation of Income and Share Data Used in Basic and Diluted Earnings Per Share Computations (Detail) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Earnings Per Share [Abstract] | ||||
Net earnings attributable to WEX Inc. available for common stockholders – Basic and Diluted | $ 32,166 | $ 74,443 | $ 81,003 | $ 154,318 |
Weighted average common shares outstanding – Basic (in shares) | 38,745 | 38,867 | 38,780 | 38,896 |
Unvested restricted stock units (in shares) | 46 | 74 | 55 | 85 |
Stock options (in shares) | 17 | 20 | 17 | 23 |
Weighted average common shares outstanding – Diluted (in shares) | 38,808 | 38,961 | 38,852 | 39,004 |
Derivative Instruments Derivati
Derivative Instruments Derivative Instruments - Fuel Derivate Program (Details) - Price Risk Derivative [Member] | Sep. 30, 2015 |
Fourth Quarter 2015 [Member] | |
Derivative [Line Items] | |
Fuel price sensitive derivative instrument heading percentage | 0.40 |
First Quarter 2016 [Member] | |
Derivative [Line Items] | |
Fuel price sensitive derivative instrument heading percentage | 0.20 |
After First Quarter 2016 [Member] | |
Derivative [Line Items] | |
Fuel price sensitive derivative instrument heading percentage | 0 |
Derivative Instruments - Put an
Derivative Instruments - Put and Call Option Contracts (Detail) gal in Thousands | 9 Months Ended | |
Sep. 30, 2015gal | [1] | |
Derivative [Line Items] | ||
Total fuel price derivative instruments, gallons | 11,617 | |
Unleaded Fuel [Member] | ||
Derivative [Line Items] | ||
Total fuel price derivative instruments, gallons | 7,769 | |
Diesel [Member] | ||
Derivative [Line Items] | ||
Total fuel price derivative instruments, gallons | 3,848 | |
[1] | The settlement of the put and call option 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. |
Derivative Instruments - Put 57
Derivative Instruments - Put and Call Option Contracts (Phantom) (Detail) | 9 Months Ended | |
Sep. 30, 2015 | [1] | |
Minimum [Member] | Unleaded Fuel [Member] | ||
Derivative [Line Items] | ||
Derivative settlement date | 2015-10 | |
Minimum [Member] | Diesel [Member] | ||
Derivative [Line Items] | ||
Derivative settlement date | 2015-10 | |
Maximum [Member] | Unleaded Fuel [Member] | ||
Derivative [Line Items] | ||
Derivative settlement date | 2016-03 | |
Maximum [Member] | Diesel [Member] | ||
Derivative [Line Items] | ||
Derivative settlement date | 2016-03 | |
[1] | The settlement of the put and call option 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. |
Derivative Instruments - Forwar
Derivative Instruments - Forward and Spot Contracts on Foreign Currency Exchange Contracts (Details) - Sep. 30, 2015 € in Thousands, £ in Thousands, AUD in Thousands | GBP (£) | EUR (€) | AUD |
Foreign Currency Exchange Contract [Member] | Derivatives Not Designated as Hedging Instruments [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Aggregate Notional Amount | £ 17,000 | € 1,700 | AUD 9,500 |
Derivative Instruments - Locati
Derivative Instruments - Location and Amounts of Derivative Fair Values in Condensed Consolidated Balance Sheets (Detail) - Derivatives Not Designated as Hedging Instruments [Member] - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Commodity contracts [Member] | Fuel Price Derivatives at Fair Value [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Derivatives Classified as Assets | $ 13,417 | $ 40,969 |
Derivatives Classified as Liabilities | 0 | 0 |
Foreign Currency Exchange Contract [Member] | Accounts Receivable [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Derivatives Classified as Assets | 15 | 0 |
Foreign Currency Exchange Contract [Member] | Accounts Payable [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Derivatives Classified as Liabilities | $ 115 | $ 0 |
Derivative Instruments - Loca60
Derivative Instruments - Location and Amounts of Derivative Gains and Losses in Condensed Consolidated Statements of Income (Detail) - Derivatives Not Designated as Hedging Instruments [Member] - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Commodity contracts [Member] | Net realized and unrealized gains (losses) on fuel price derivatives [Member] | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Amount of Gain or (Loss) Recognized in Income on Derivative | $ 7,922 | $ 14,773 | $ 4,671 | $ 9,057 |
Foreign Currency Exchange Contract [Member] | Net unrealized gain (loss) on currency forward contracts [Member] | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Amount of Gain or (Loss) Recognized in Income on Derivative | 0 | 8,177 | 21,967 | 6,893 |
Currency Swap [Member] | Net unrealized gain (loss) on currency forward contracts [Member] | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Amount of Gain or (Loss) Recognized in Income on Derivative | $ (100) | $ 0 | $ (100) | $ 0 |
Financing and Other Debt - Addi
Financing and Other Debt - Additional Information (Detail) | Apr. 28, 2015 | Jun. 30, 2015USD ($) | Sep. 30, 2015USD ($) | Dec. 31, 2014USD ($) |
Debt Instrument [Line Items] | ||||
Revolving credit facility | $ 709,219,000 | $ 901,564,000 | ||
Borrowed federal funds | 0 | 0 | ||
Securitization facility | 78,303,000 | 0 | ||
Unik [Member] | ||||
Debt Instrument [Line Items] | ||||
Outstanding debt | $ 5,340,000 | $ 7,975,000 | ||
Weighted average annual interest rate | 14.10% | 13.90% | ||
2014 Credit Agreement [Member] | Revolving Credit Facility [Member] | ||||
Debt Instrument [Line Items] | ||||
Revolving credit facility | $ 243,594,000 | |||
Revolving credit facility, maximum borrowings | $ 700,000,000 | |||
2014 Credit Agreement [Member] | Revolving Credit Facility [Member] | London Interbank Offered Rate (LIBOR) [Member] | Interest Rate Option One [Member] | ||||
Debt Instrument [Line Items] | ||||
Margin on variable rate | 2.00% | |||
2014 Credit Agreement [Member] | Revolving Credit Facility [Member] | Prime Rate [Member] | Interest Rate Option One [Member] | ||||
Debt Instrument [Line Items] | ||||
Margin on variable rate | 1.00% | |||
2014 Credit Agreement [Member] | Foreign Line of Credit [Member] | Eurocurrency Rate [Member] | Interest Rate Option Two [Member] | ||||
Debt Instrument [Line Items] | ||||
Margin on variable rate | 2.00% | |||
2014 Credit Agreement [Member] | Credit Facility Term Loans [Member] | ||||
Debt Instrument [Line Items] | ||||
Revolving credit facility | $ 465,625,000 | $ 486,250,000 | ||
Federal Funds Purchased [Member] | ||||
Debt Instrument [Line Items] | ||||
Increase in federal funds lines of credit | $ 135,000,000 | |||
Borrowed federal funds, current borrowing capacity | $ 260,000,000 | 260,000,000 | 125,000,000 | |
Loan Participations and Assignments [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, aggregate principal amount | 45,000,000 | $ 45,000,000 | ||
Loan Participations and Assignments [Member] | Minimum [Member] | ||||
Debt Instrument [Line Items] | ||||
Range of daily balance | 0 | |||
Loan Participations and Assignments [Member] | Maximum [Member] | ||||
Debt Instrument [Line Items] | ||||
Range of daily balance | $ 45,000,000 | |||
Loan Participations and Assignments [Member] | London Interbank Offered Rate (LIBOR) [Member] | ||||
Debt Instrument [Line Items] | ||||
Margin on variable rate | 2.25% | |||
Securitization Facility [Member] | ||||
Debt Instrument [Line Items] | ||||
Term of securitization facility | 1 year | |||
Debt Instrument, Securitization Facility, Percentage of Receivables Used as Collateral | 0.85 | |||
Interest rate | 2.91% |
Fair Value - Assets and Liabili
Fair Value - Assets and Liabilities Measured at Fair Value and Related Hierarchy Levels (Detail) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Total available-for-sale securities | $ 18,738 | $ 18,940 | |||
Executive deferred compensation plan trust | 5,446 | [1] | 5,927 | [2] | |
Total fuel price derivatives | 13,417 | 40,969 | |||
Mortgage-backed securities [Member] | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Total available-for-sale securities | 656 | 810 | |||
Asset-backed securities [Member] | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Total available-for-sale securities | 892 | 1,165 | |||
Municipal bonds [Member] | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Total available-for-sale securities | 423 | 554 | |||
Equity securities [Member] | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Total available-for-sale securities | 16,767 | 16,411 | |||
Fuel price derivatives – unleaded fuel [Member] | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Total fuel price derivatives | 8,972 | [3] | 29,120 | [4] | |
Fuel price derivatives – diesel [Member] | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Total fuel price derivatives | 4,445 | [3] | 11,849 | [4] | |
Currency Swap [Member] | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Total fuel price derivatives | [5] | 15 | |||
Forward Contracts [Member] | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Foreign currency exchange contracts | 115 | ||||
Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Total available-for-sale securities | 16,767 | 16,411 | |||
Executive deferred compensation plan trust | 5,446 | [1] | 5,927 | [2] | |
Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | Equity securities [Member] | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Total available-for-sale securities | 16,767 | 16,411 | |||
Significant Other Observable Inputs (Level 2) [Member] | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Total available-for-sale securities | 1,971 | 2,529 | |||
Total fuel price derivatives | 8,972 | 29,120 | |||
Significant Other Observable Inputs (Level 2) [Member] | Mortgage-backed securities [Member] | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Total available-for-sale securities | 656 | 810 | |||
Significant Other Observable Inputs (Level 2) [Member] | Asset-backed securities [Member] | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Total available-for-sale securities | 892 | 1,165 | |||
Significant Other Observable Inputs (Level 2) [Member] | Municipal bonds [Member] | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Total available-for-sale securities | 423 | 554 | |||
Significant Other Observable Inputs (Level 2) [Member] | Fuel price derivatives – unleaded fuel [Member] | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Total fuel price derivatives | 8,972 | [3] | 29,120 | [4] | |
Significant Other Observable Inputs (Level 2) [Member] | Currency Swap [Member] | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Total fuel price derivatives | [5] | 15 | |||
Significant Other Observable Inputs (Level 2) [Member] | Forward Contracts [Member] | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Foreign currency exchange contracts | 115 | ||||
Significant Other Observable Inputs (Level 3) [Member] | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Total fuel price derivatives | 4,445 | 11,849 | |||
Significant Other Observable Inputs (Level 3) [Member] | Fuel price derivatives – diesel [Member] | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Total fuel price derivatives | $ 4,445 | [3] | $ 11,849 | [4] | |
[1] | The fair value of these instruments is recorded in Other assets. | ||||
[2] | The fair value of these instruments is recorded in Other assets. | ||||
[3] | The balance sheet presentation combines unleaded fuel and diesel fuel positions. | ||||
[4] | The balance sheet presentation combines unleaded fuel and diesel fuel positions. | ||||
[5] | The fair value of these instruments is recorded in Accounts receivable. |
Fair Value - Reconciliation of
Fair Value - Reconciliation of Beginning and Ending Balances for Assets (Liabilities) Measured at Fair Value on Recurring Basis Using Significant Unobservable Inputs (Level Three) (Detail) - Fuel price derivatives – diesel [Member] - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||||
Beginning balance | $ 6,078 | $ (1,925) | $ 11,848 | $ (2,142) | ||
Included in earnings | (1,633) | [1] | 4,211 | [1] | (7,403) | 4,428 |
Included in other comprehensive income | 0 | 0 | 0 | 0 | ||
Ending balance | $ 4,445 | $ 2,286 | $ 4,445 | $ 2,286 | ||
[1] | Gains and losses (realized and unrealized) associated with fuel price derivatives, included in earnings for the three months ended September 30, 2015 and 2014, are reported in net realized and unrealized gain on fuel price derivative instruments on the unaudited condensed consolidated statements of income. |
Fair Value - Additional Informa
Fair Value - Additional Information (Detail) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Fair Value Disclosures [Abstract] | ||
Notes outstanding, carrying value | $ 400,000 | $ 400,000 |
Notes outstanding, fair value | $ 384,000 | $ 388,000 |
Fair Value - Quantitative Infor
Fair Value - Quantitative Information About Level Three Fair Value Measurements (Detail) - Fuel price derivatives – diesel [Member] $ in Thousands | 9 Months Ended |
Sep. 30, 2015USD ($)$ / gal | |
Fair Value Inputs, Assets, Quantitative Information [Line Items] | |
Fair Value | $ | $ 4,445 |
Option Model [Member] | Minimum [Member] | |
Fair Value Inputs, Assets, Quantitative Information [Line Items] | |
Future retail price of diesel (in dollars per gallon) | 3.72 |
Option Model [Member] | Maximum [Member] | |
Fair Value Inputs, Assets, Quantitative Information [Line Items] | |
Future retail price of diesel (in dollars per gallon) | 3.85 |
Accumulated Other Comprehensi66
Accumulated Other Comprehensive Income - Reconciliation of Accumulated Other Comprehensive Income (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | ||||
Beginning balance | $ (50,581,000) | |||
Ending balance | $ (109,021,000) | (109,021,000) | ||
Noncontrolling Interest, Decrease from Redemptions or Purchase of Interests | 46,018,000 | $ 0 | 46,018,000 | $ 0 |
Unrealized Gains and Losses on Available-for-Sale Securities [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | ||||
Beginning balance | (178,000) | (207,000) | (129,000) | (433,000) |
Other comprehensive income (loss) | 99,000 | (26,000) | 50,000 | 200,000 |
Ending balance | (79,000) | (233,000) | (79,000) | (233,000) |
Reclassified from accumulated other comprehensive income | 0 | 0 | 0 | 0 |
Accumulated other comprehensive income (loss), tax | 1,414,000 | 943,000 | 1,414,000 | 943,000 |
Noncontrolling Interest, Decrease from Redemptions or Purchase of Interests | 0 | 0 | ||
Foreign Currency Items [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | ||||
Beginning balance | (67,344,000) | 6,344,000 | (50,452,000) | (15,062,000) |
Other comprehensive income (loss) | (32,490,000) | (30,854,000) | (9,448,000) | |
Ending balance | (108,942,000) | (24,510,000) | $ (108,942,000) | $ (24,510,000) |
Noncontrolling Interest, Decrease from Redemptions or Purchase of Interests | $ (9,108,000) | $ 0 |
Non-controlling interests - Add
Non-controlling interests - Additional Information (Details) - USD ($) $ in Thousands | Aug. 31, 2015 | Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Aug. 30, 2012 |
Noncontrolling Interest [Line Items] | ||||||
Purchase of non-controlling interest | $ 46,018 | $ 0 | $ 46,018 | $ 0 | ||
Unik [Member] | ||||||
Noncontrolling Interest [Line Items] | ||||||
Percent of ownership interest acquired | 49.00% | 51.00% | ||||
Purchase of non-controlling interest | $ 46,018 | |||||
WEX Europe Services [Member] | ||||||
Noncontrolling Interest [Line Items] | ||||||
Percent of ownership interest acquired | 75.00% | 75.00% |
Non-controlling interests - Sch
Non-controlling interests - Schedules of Non-controlling Interest (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Reconcilliation of Redeemable Noncontrolling Interest [Roll Forward] | ||||
Balance, beginning of period | $ 14,992 | $ 19,732 | $ 16,590 | $ 18,729 |
Net gain (loss) attributable to redeemable non-controlling interest | 531 | 218 | 1,190 | (31) |
Currency translation adjustment | (1,953) | (1,967) | (4,210) | (715) |
Adjustment to redemption value | 9,413 | 0 | 9,413 | 0 |
Excess purchase amount over redemption value | 23,035 | 0 | 23,035 | 0 |
Purchase of non-controlling interest | (46,018) | 0 | (46,018) | 0 |
Ending balance | 0 | 17,983 | 0 | 17,983 |
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward] | ||||
Balance, beginning of period | 17,396 | |||
Net loss attributable to non-controlling interest | 203 | (593) | (2,201) | (1,539) |
Ending balance | 12,332 | 12,332 | ||
WEX Europe Services [Member] | ||||
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward] | ||||
Balance, beginning of period | 13,165 | 859 | 17,396 | 519 |
Non-controlling interest investment | 0 | 20,234 | 0 | 21,267 |
Net loss attributable to non-controlling interest | (328) | (811) | (3,391) | (1,508) |
Currency translation adjustment | (505) | (1,011) | (1,673) | (1,007) |
Ending balance | $ 12,332 | $ 19,271 | $ 12,332 | $ 19,271 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) | 3 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | |
Income Tax Disclosure [Abstract] | |||
Undistributed earnings of certain foreign subsidiaries | $ 11,760,000 | $ 7,733,000 | |
Nondeductible expenses | $ 3,000,000 | ||
Effective tax rate | 42.40% | 2510.00% | |
Reduction in income tax expense | $ 11,300,000 | ||
Reduction in income tax provision | $ 1,700,000 |
Commitments and Contingencies C
Commitments and Contingencies Commitments and Contingencies (Details) - Subsidiaries [Member] - Threatened Litigation [Member] - Section 5 Violation [Member] $ in Thousands | 3 Months Ended |
Sep. 30, 2015USD ($) | |
Loss Contingencies [Line Items] | |
Estimated civil penalty | $ 2,250 |
Estimated restitution and contractual indemnification | $ 31,000 |
Restructuring - Additional Info
Restructuring - Additional Information (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Restructuring and Related Activities [Abstract] | ||||
Restructuring Costs | $ (45,000) | $ 0 | $ 8,514,000 | $ 0 |
Restructuring Reserve [Roll Forward] | ||||
Cash Paid | 0 | 0 | 0 | 0 |
Beginning balance | 8,822,000 | 0 | 0 | 0 |
Restructuring charges | 0 | 0 | 8,559,000 | 0 |
Reserve release | (45,000) | 0 | (45,000) | 0 |
Impact of foreign currency translation | (304,000) | 0 | (41,000) | 0 |
Ending balance | $ 8,473,000 | $ 0 | $ 8,473,000 | $ 0 |
Segment Information - Additiona
Segment Information - Additional Information (Detail) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015USD ($) | Sep. 30, 2014USD ($) | Sep. 30, 2015USD ($)Segment | Sep. 30, 2014USD ($) | |
Segment Reporting Information [Line Items] | ||||
Number of reportable segments | Segment | 2 | |||
Revenues | $ 226,057,000 | $ 222,134,000 | $ 641,995,000 | $ 605,783,000 |
Evolution1 [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | $ 72,205 |
Segment Information - Reportabl
Segment Information - Reportable Segment Results (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Segment Reporting Disclosure [Line Items] | ||||
Total revenues | $ 226,057 | $ 222,134 | $ 641,995 | $ 605,783 |
Adjusted Pre-Tax Income before NCI | 84,726 | 85,987 | 231,609 | 232,235 |
Fleet payment solutions [Member] | ||||
Segment Reporting Disclosure [Line Items] | ||||
Total revenues | 140,672 | 144,497 | 404,682 | 425,760 |
Operating Segments [Member] | ||||
Segment Reporting Disclosure [Line Items] | ||||
Total revenues | 226,057 | 222,134 | 641,995 | 605,783 |
Operating Interest Expense | 1,483 | 1,860 | 4,419 | 4,747 |
Depreciation and Amortization | 9,177 | 7,802 | 27,148 | 21,379 |
Adjusted Pre-Tax Income before NCI | 231,609 | 232,235 | ||
Operating Segments [Member] | Fleet payment solutions [Member] | ||||
Segment Reporting Disclosure [Line Items] | ||||
Total revenues | 140,672 | 144,497 | 404,682 | 425,760 |
Operating Interest Expense | 405 | 1,033 | 1,566 | 2,143 |
Depreciation and Amortization | 7,234 | 6,412 | 21,668 | 19,225 |
Adjusted Pre-Tax Income before NCI | 54,377 | 54,045 | 149,151 | 159,373 |
Operating Segments [Member] | Other payment solutions [Member] | ||||
Segment Reporting Disclosure [Line Items] | ||||
Total revenues | 85,385 | 77,637 | 237,313 | 180,023 |
Operating Interest Expense | 1,078 | 827 | 2,853 | 2,604 |
Depreciation and Amortization | 1,943 | 1,390 | 5,480 | 2,154 |
Adjusted Pre-Tax Income before NCI | $ 30,349 | $ 31,942 | $ 82,458 | $ 72,862 |
Segment Information - Reconcili
Segment Information - Reconciliation of Adjusted Pre-Tax Income Before NCI to Income Before Income Taxes (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Segment Reporting [Abstract] | ||||
Adjusted Pre-Tax Income before NCI | $ 84,726 | $ 85,987 | $ 231,609 | $ 232,235 |
Unrealized gain (loss) on fuel price derivatives | (3,251) | 16,213 | (27,552) | 14,140 |
Net foreign currency gain (loss) | 6,525 | (7,560) | (12) | (5,289) |
Amortization of acquired intangible assets | (11,601) | (11,798) | (35,776) | (28,415) |
Stock-based compensation | (3,067) | (4,549) | (10,227) | (10,089) |
Gain on divestiture | 45 | 0 | (8,514) | 0 |
Gain on divestitures | 0 | 27,169 | 1,215 | 27,169 |
Restructuring | (265) | (5,559) | (265) | (6,059) |
Non-cash adjustments related to tax receivable agreement | 1,634 | (1,356) | 1,634 | (1,356) |
Regulatory reserve | (2,250) | 0 | (2,250) | 0 |
Income before income taxes | $ 72,496 | $ 98,547 | $ 149,862 | $ 222,336 |
Subsequent Event Subsequent Eve
Subsequent Event Subsequent Events (Details) - USD ($) shares in Thousands, $ in Thousands | Apr. 18, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Dec. 31, 2014 |
Subsequent Event [Line Items] | ||||
Revolving credit facility | $ 709,219 | $ 901,564 | ||
Scenario, Forecast [Member] | Electronic Funds Source LLC [Member] | ||||
Subsequent Event [Line Items] | ||||
Business Combination, Consideration Transferred, Cash | $ 1,100,000 | |||
Business Combination, Consideration Transferred, Shares | 4,012 | |||
Percent of ownership interest acquired | 9.40% | |||
Business Combination, Consideration Transferred, Termination Fee | $ 45,000 | |||
Business Combination, Consideration Transferred, Antitrust Termination Fee | 70,000 | |||
Revolving credit facility | 2,125,000 | |||
Scenario, Forecast [Member] | Electronic Funds Source LLC [Member] | Credit Facility Term Loans [Member] | ||||
Subsequent Event [Line Items] | ||||
Revolving credit facility | $ 1,775,000 | |||
Debt Instrument, Term | 7 years | |||
Scenario, Forecast [Member] | Electronic Funds Source LLC [Member] | Revolving Credit Facility [Member] | ||||
Subsequent Event [Line Items] | ||||
Revolving credit facility | $ 350,000 | |||
Scenario, Forecast [Member] | Benaissance [Member] | ||||
Subsequent Event [Line Items] | ||||
Business Combination, Consideration Transferred | $ 80,000 |