Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2016 | Apr. 22, 2016 | |
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 | Mar. 31, 2016 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false | |
Entity Common Stock, Shares Outstanding | 38,699,048 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Assets | ||
Cash and cash equivalents | $ 515,322 | $ 279,989 |
Accounts receivable (less reserve for credit losses of $12,151 in 2016 and $13,832 in 2015) | 1,567,154 | 1,508,605 |
Securitized accounts receivable, restricted | 86,278 | 87,724 |
Income taxes receivable | 6,830 | 0 |
Available-for-sale securities | 19,178 | 18,562 |
Fuel price derivatives, at fair value | 0 | 5,007 |
Property, equipment and capitalized software (net of accumulated depreciation of $201,882 in 2016 and $192,140 in 2015) | 146,511 | 138,585 |
Deferred income taxes, net | 9,168 | 10,303 |
Goodwill | 1,123,474 | 1,112,878 |
Other intangible assets, net | 461,599 | 470,712 |
Other assets | 208,263 | 215,544 |
Total assets | 4,143,777 | 3,847,909 |
Liabilities and Stockholders’ Equity | ||
Accounts payable | 451,781 | 378,811 |
Accrued expenses | 165,378 | 156,180 |
Income taxes payable | 0 | 2,732 |
Deposits | 1,041,695 | 870,518 |
Securitized debt | 75,053 | 82,018 |
Revolving line-of-credit facilities and term loan, net | 670,969 | 664,918 |
Deferred income taxes, net | 94,463 | 83,912 |
Notes outstanding, net | 394,983 | 394,800 |
Other debt | 50,561 | 50,046 |
Amounts due under tax receivable agreement | 57,537 | 57,537 |
Other liabilities | 10,034 | 10,756 |
Total liabilities | $ 3,012,454 | $ 2,752,228 |
Commitments and contingencies (Note 14) | ||
Stockholders’ Equity | ||
Common stock $0.01 par value; 175,000 shares authorized; 43,133 shares issued in 2016 and 43,079 in 2015; 38,801 shares outstanding in 2016 and 38,746 in 2015 | $ 431 | $ 431 |
Additional paid-in capital | 176,455 | 174,972 |
Non-controlling interest | 13,028 | 12,437 |
Retained earnings | 1,206,720 | 1,183,634 |
Accumulated other comprehensive income | (92,969) | (103,451) |
Less treasury stock at cost; 4,428 shares in 2016 and 4,428 shares in 2015 | (172,342) | (172,342) |
Total stockholders’ equity | 1,131,323 | 1,095,681 |
Total liabilities and stockholders’ equity | $ 4,143,777 | $ 3,847,909 |
CONDENSED CONSOLIDATED BALANCE3
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Statement of Financial Position [Abstract] | ||
Accounts receivable, reserve for credit losses | $ 12,151 | $ 13,832 |
Property, equipment and capitalized software, accumulated depreciation | $ 201,882 | $ 192,140 |
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 | 43,133,000 | 43,079,000 |
Common stock, shares outstanding | 38,801,000 | 38,746,000 |
Treasury stock, shares | 4,428,000 | 4,428,000 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF INCOME - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Income Statement [Abstract] | ||
Total revenues | $ 205,928 | $ 202,285 |
Expenses | ||
Salary and other personnel | 63,410 | 58,417 |
Restructuring | 1,589 | 8,559 |
Service fees | 36,759 | 30,070 |
Provision for credit losses | 3,917 | 3,914 |
Technology leasing and support | 11,076 | 9,434 |
Occupancy and equipment | 5,712 | 4,997 |
Depreciation and amortization | 22,264 | 21,387 |
Operating interest expense | 1,386 | 1,579 |
Cost of hardware and equipment sold | 905 | 1,109 |
Other | 17,783 | 15,794 |
Gain on divestiture | 0 | (1,215) |
Total operating expenses | 164,801 | 154,045 |
Operating income | 41,127 | 48,240 |
Financing interest expense | (21,558) | (12,088) |
Net foreign currency gain (loss) | 16,124 | (4,376) |
Net realized and unrealized gain on fuel price derivative instruments | 711 | 2,749 |
Income before income taxes | 36,404 | 34,525 |
Income taxes | 13,183 | 14,492 |
Net income | 23,221 | 20,033 |
Less: Net gain (loss) attributable to non-controlling interests | 135 | (2,312) |
Net earnings attributable to WEX Inc. | $ 23,086 | $ 22,345 |
Net earnings attributable to WEX Inc. per share: | ||
Basic (in dollars per share) | $ 0.60 | $ 0.58 |
Diluted (in dollars per share) | $ 0.59 | $ 0.57 |
Weighted average common shares outstanding: | ||
Basic (in shares) | 38,756 | 38,859 |
Diluted (in shares) | 38,850 | 38,952 |
CONDENSED CONSOLIDATED STATEME5
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Statement of Comprehensive Income [Abstract] | ||
Net income | $ 23,221 | $ 20,033 |
Changes in available-for-sale securities, net of tax effect of $97 and $53 for the three months ended March 31, 2016 and 2015 | 164 | 91 |
Foreign currency translation | 10,774 | (29,066) |
Comprehensive income (loss) | 34,159 | (8,942) |
Less: comprehensive income (loss) attributable to non-controlling interests | 591 | (6,695) |
Comprehensive income (loss) attributable to WEX Inc. | $ 33,568 | $ (2,247) |
CONDENSED CONSOLIDATED STATEME6
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Statement of Comprehensive Income [Abstract] | ||
Changes in available-for-sale securities, tax effect | $ 97 | $ 53 |
CONDENSED CONSOLIDATED STATEME7
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) shares in Thousands, $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Income (Loss) | Treasury Stock | Retained Earnings | Non-controlling interest in subsidiaries |
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) | 1 | ||||||
Stock issued upon exercise of stock options | 14 | $ 0 | 14 | ||||
Tax expense from stock option and restricted stock units | (364) | (364) | |||||
Stock issued upon vesting of restricted and deferred stock units (in shares) | 45 | ||||||
Stock issued upon vesting of restricted and deferred stock units | 1 | $ 1 | 0 | ||||
Stock-based compensation, net of share repurchases for tax withholdings | 863 | 863 | |||||
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 $53 in 2014 and $97 in 2015 | 91 | 91 | |||||
Foreign currency translation | (26,134) | (24,683) | (1,451) | ||||
Net income (loss) | 20,044 | 22,345 | (2,301) | ||||
Ending Balance (in shares) at Mar. 31, 2015 | 38,733 | ||||||
Ending Balance at Mar. 31, 2015 | 1,050,225 | $ 431 | 179,590 | (75,173) | (172,342) | 1,104,075 | 13,644 |
Beginning Balance (in shares) at Dec. 31, 2015 | 38,746 | ||||||
Beginning Balance at Dec. 31, 2015 | 1,095,681 | $ 431 | 174,972 | (103,451) | (172,342) | 1,183,634 | 12,437 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Stock issued upon exercise of stock options (in shares) | 1 | ||||||
Stock issued upon exercise of stock options | 5 | $ 0 | 5 | ||||
Tax expense from stock option and restricted stock units | (578) | (578) | |||||
Stock issued upon vesting of restricted and deferred stock units (in shares) | 54 | ||||||
Stock issued upon vesting of restricted and deferred stock units | 0 | $ 0 | 0 | ||||
Stock-based compensation, net of share repurchases for tax withholdings | 2,056 | 2,056 | |||||
Changes in available-for-sale securities, net of tax effect of $53 in 2014 and $97 in 2015 | 164 | 164 | |||||
Foreign currency translation | 10,774 | 10,318 | 456 | ||||
Net income (loss) | 23,221 | 23,086 | 135 | ||||
Ending Balance (in shares) at Mar. 31, 2016 | 38,801 | ||||||
Ending Balance at Mar. 31, 2016 | $ 1,131,323 | $ 431 | $ 176,455 | $ (92,969) | $ (172,342) | $ 1,206,720 | $ 13,028 |
CONDENSED CONSOLIDATED STATEME8
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Statement of Stockholders' Equity [Abstract] | ||
Changes in available-for-sale securities, tax effect | $ 97 | $ 53 |
CONDENSED CONSOLIDATED STATEME9
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Cash flows from operating activities | ||
Net income | $ 23,221 | $ 20,033 |
Adjustments to reconcile net income to net cash provided by (used for) operating activities: | ||
Net unrealized (gain) loss | (11,440) | 25,113 |
Stock-based compensation | 4,243 | 3,218 |
Depreciation, amortization and impairment | 23,036 | 22,155 |
Gain on divestiture | 0 | (1,215) |
Deferred taxes | 12,644 | 13,854 |
Restructuring charge | 942 | 8,567 |
Provision for credit losses | 3,917 | 3,914 |
Loss on disposal of property, equipment and capitalized software | 3 | 145 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (49,711) | 17,826 |
Other assets | 12,808 | (25,512) |
Accounts payable | 68,561 | 110,331 |
Accrued expenses | 9,743 | (23,921) |
Income taxes | (10,818) | (1,558) |
Other liabilities | (734) | (1,303) |
Net cash provided by operating activities | 86,415 | 171,647 |
Cash flows from investing activities | ||
Purchases of property, equipment and capitalized software | (20,494) | (12,074) |
Purchases of available-for-sale securities | (489) | (86) |
Maturities of available-for-sale securities | 135 | 159 |
Proceeds from divestiture | 0 | 16,708 |
Net cash (used for) provided by investing activities | (20,848) | 4,707 |
Cash flows from financing activities | ||
Excess tax benefits from equity instrument share-based payment arrangements | 0 | (364) |
Repurchase of share-based awards to satisfy tax withholdings | (2,187) | (2,355) |
Proceeds from stock option exercises | 6 | 14 |
Net change in deposits | 170,604 | 155,715 |
Other debt | 0 | (485) |
Net activity on 2014 revolving credit facility, net of debt issuance costs | 15,056 | (72,431) |
Net activity on term loan, net of debt issuance costs | (6,875) | (6,875) |
Net change in securitized debt | (10,469) | 0 |
Purchase of shares of treasury stock | 0 | (22,011) |
Net cash provided by financing activities | 166,135 | 51,208 |
Effect of exchange rate changes on cash and cash equivalents | 3,631 | (1,308) |
Net change in cash and cash equivalents | 235,333 | 226,254 |
Cash and cash equivalents, beginning of period | 279,989 | 284,763 |
Cash and cash equivalents, end of period | 515,322 | 511,017 |
Supplemental cash flow information | ||
Interest paid | 16,068 | 17,698 |
Income taxes paid | $ 11,505 | $ 2,745 |
Basis of Presentation
Basis of Presentation | 3 Months Ended |
Mar. 31, 2016 | |
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 Pty Ltd., as designated borrower, and Bank of America, N.A., as administrative agent on behalf of consenting lenders. 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 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, restructuring charges, ticking fees, 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 2015-16 Accounting Standards Update No. 2015-16 Business Combinations (Topic 805): Simplifying the Accounting for Measurement-Period Adjustments ASU 2016-01 Accounting Standards Update No. 2016-01 Financial Instruments - Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities ASU 2016-02 Accounting Standards Update No. 2016-02 Leases (Topic 842) ASU 2016-08 Accounting Standards Update No. 2016-08 Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net) ASU 2016-09 Accounting Standards Update No. 2016-09 Compensation-Stock Compensation (Topical 718): Improvements to Employee Share-Based Payment Accounting Australian Securitization Subsidiary Southern Cross WEX 2015-1 Trust, a bankruptcy-remote subsidiary consolidated by the Company Average expenditure per payment processing transaction Average total dollars of spend in a funded fuel transaction Benaissance Benaissance, a leading provider of integrated SaaS technologies and services for healthcare premium billing, payment and workflow management, acquired by the Company on November 18, 2015 Company WEX Inc. and all entities included in the unaudited condensed consolidated financial statements EFS Electronic Funds Source LLC Esso portfolio in Europe European commercial fleet card portfolio acquired from ExxonMobil Evolution1 EB Holdings Corp. and its subsidiaries which includes Evolution1, Inc., acquired by the Company on July 16, 2014 FASB Financial Accounting Standards Board GAAP Generally Accepted Accounting Principles in the United States Indenture The Notes were issued pursuant to an 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 interest NOL Net operating loss Notes $400 million notes with a 4.75% fixed rate, issued on January 30, 2013 NOW deposits Negotiable order of withdrawal deposits Over-the-road Typically heavy trucks traveling long distances Payment solutions purchase volume Total amount paid by customers for transactions Payment processing transactions Funded payment transactions where the Company maintains the receivable for total purchase PPG Price per gallon of fuel 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 Ticking fees A fee incurred by a borrower to compensate the lender to delay a financing arrangement and hold a commitment of funds for the borrower for a period of time. Total fleet transactions Total of transaction processing and payment processing transactions Transaction processing transactions Unfunded payment transactions where the Company is the processor and only has receivables for the processing fee UNIK UNIK S.A., the Company's Brazilian subsidiary WEX WEX Inc. WEX Europe Services Consists primarily of our European commercial fleet card portfolio acquired by the Company from ExxonMobil on December 1, 2014 WEX Health Evolution1 and Benaissance combined, referred to as WEX Health 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, 2015 . 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, 2015 , filed with the SEC on February 26, 2016 . 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 months ended March 31, 2016 are not necessarily indicative of the results that may be expected for any future quarter(s) or the year ending December 31, 2016 . 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 ASU provides that debt issuance costs are analogous to debt discounts and reduce the proceeds of borrowing which increases the effective interest rate. Prior to the amendment, debt issuance costs were reported in the balance sheet as an asset. The amended guidance is effective for financial statements issued for fiscal years beginning after December 15, 2015, requires retrospective adoption, and represents a change in accounting principle. As a result of the adoption, the December 31, 2015 unaudited condensed consolidated balance sheet is restated as follows: Previously Reported Effect of Accounting Principle Adoption Adjusted Unaudited condensed consolidated balance sheet Other assets $ 225,581 $ (10,037 ) $ 215,544 Total assets $ 3,857,946 $ (10,037 ) $ 3,847,909 Revolving line-of-credit facilities and term loan, net $ 669,755 $ (4,837 ) $ 664,918 Notes outstanding, net $ 400,000 $ (5,200 ) $ 394,800 Total liabilities $ 2,762,265 $ (10,037 ) $ 2,752,228 Total liabilities and stockholders’ equity $ 3,857,946 $ (10,037 ) $ 3,847,909 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 | 3 Months Ended |
Mar. 31, 2016 | |
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 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. In March 2016, the FASB issued ASU 2016-08 and in April 2016, the FASB issued ASU 2016-10 to clarify the implementation guidance on the new revenue recognition standard. The effective dates for these standards are the same as the effective date for ASU 2014-09. The Company is currently evaluating the impact of this standard on its consolidated financial statements and related disclosures and has not yet selected a transition method. In September 2015, the FASB issued ASU 2015-16 related to 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 guidance is to be applied prospectively to adjustments to provisional amounts that occur after the effective date of the guidance. The Company adopted this standard on January 1, 2016. In January 2016, the FASB issued ASU 2016-01 related to accounting for equity investments. The pronouncement requires equity investments, except those accounted for under the equity method of accounting, or those that result in consolidation of the investee, to be measured at fair value with changes in fair value recognized in net income. The standard is effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period. The Company is currently evaluating the impact the pronouncement will have on the consolidated financial statements and related disclosures. In February 2016, the FASB issued ASU 2016-02 to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. When transitioning, the standard requires leases to be recognized and measured at the beginning of the earliest period presented using a modified retrospective approach. Certain qualitative and quantitative disclosures are required. The standard is effective for annual reporting periods beginning after December 15, 2018, including interim periods within that reporting period. The Company is currently evaluating the impact the standard will have on the consolidated financial statements and related disclosures. In March 2016, the FASB issued ASU 2016-09 to simplify several aspects of accounting for employee share-based payment transactions, including the accounting for income taxes, forfeitures, statutory tax withholding requirements, and classification in the statement of cash flows. The standard is effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. The Company is currently evaluating the impact the standard will have on the consolidated financial statements and related disclosures. |
Business Acquisitions
Business Acquisitions | 3 Months Ended |
Mar. 31, 2016 | |
Business Combinations [Abstract] | |
Business Acquisitions | 3. Business Acquisitions Benaissance On November 18, 2015, the Company purchased the stock of Benaissance for approximately $80,677 , subject to working capital adjustments. The transaction was financed through the Company’s cash on hand and existing credit facility. Benaissance provides financial management for health benefits administration by offering SaaS solutions for individual single point and consolidated group premium billing. The Company acquired Benaissance to enhance the Company's positioning in the growing healthcare market. During the fourth quarter of 2015, the Company obtained preliminary information to assist in determining the fair values of certain tangible and intangible assets acquired and liabilities assumed in the Benaissance acquisition. During the first quarter of 2016, the Company decreased certain tangible assets for $502 and increased Goodwill by $502 . Based on such information, the Company recorded intangible assets and goodwill as described below. The Company is still reviewing certain state filings associated with the acquisition and has not finalized the purchase accounting. Goodwill is expected to be deductible for tax purposes. 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) $ 80,677 Less: Accounts receivable 1,594 Other tangible assets and liabilities, net 314 Acquired software and developed technology(a) 10,300 Customer relationships(b) 27,700 Trade name(c) 1,500 Recorded goodwill $ 39,269 (a) Weighted average life – 5.0 years . (b) Weighted average life – 7.6 years . (c) Weighted average life – 8.1 years . No pro forma information has been included in these financial statements as the operations of Benaissance for the period that they were not part of the Company are not material to the Company's revenues, net income and earnings per share. 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. |
Sale of Subsidiary and Assets
Sale of Subsidiary and Assets | 3 Months Ended |
Mar. 31, 2016 | |
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 rapid! PayCard operations for $20,000 , which resulted in a pre-tax book 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, which 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 operations. |
Reserves for Credit Losses
Reserves for Credit Losses | 3 Months Ended |
Mar. 31, 2016 | |
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. Receivables not paid within the terms of the customer agreement are generally subject to late fees based upon the outstanding customer receivable balance. Beginning in the first quarter of 2015, the Company began to extend revolving credit to certain customers with respect to small fleet receivables. These accounts are also subject to late fees and balances that are not paid in full are subject to interest charges based on the revolving balance. As of March 31, 2016, the Company has approximately $1,000 in receivables with revolving credit. The portfolio of receivables consists of a large group of homogeneous smaller balance amounts that are collectively evaluated for impairment. No customer made up more than nine percent of the outstanding receivables at March 31, 2016 . 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 March 31, 2016 , approximately 90 percent of the outstanding balance of total trade accounts receivable was current and approximately 98 percent of the outstanding balance of total trade accounts receivable was less than 60 days past due. As of March 31, 2015 , approximately 95 percent of the outstanding balance of total trade accounts receivable was current and approximately 98 percent of the outstanding balance was less than 60 days past due. The outstanding balance is made up of receivables from a wide range of industries. The following table presents changes in reserves for credit losses related to accounts receivable: Three months ended March 31, 2016 2015 Balance, beginning of period $ 13,832 $ 13,919 Provision for credit losses 3,917 3,914 Charge-offs (7,036 ) (7,367 ) Recoveries of amounts previously charged-off 1,340 1,210 Currency translation 98 (163 ) Balance, end of period $ 12,151 $ 11,513 |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 3 Months Ended |
Mar. 31, 2016 | |
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 three months of 2016 were as follows: Fleet Solutions Segment Travel and Corporate Solutions Segment Health and Employee Benefit Solutions Segment Total Gross goodwill, January 1, 2016 $ 736,240 $ 43,825 $ 350,321 $ 1,130,386 Impact of foreign currency translation 9,207 (527 ) 1,414 10,094 Acquisition adjustments — — 502 502 Gross goodwill, March 31, 2016 745,447 43,298 352,237 1,140,982 Accumulated impairment, March 31, 2016 (1,337 ) (16,171 ) — (17,508 ) Net goodwill, March 31, 2016 $ 744,110 $ 27,127 $ 352,237 $ 1,123,474 As described in Note 3, the Company adjusted the amount of goodwill in the current period in the accompanying unaudited condensed consolidated balance sheet to account for the measurement period adjustments to goodwill associated with the Benaissance acquisition. The Company had no impairments to goodwill during the three months ended March 31, 2016 . Other Intangible Assets The changes in other intangible assets during the first three months of 2016 were as follows: Net Amortization Disposals Impact of foreign currency translation Net Carrying Definite-lived intangible assets Acquired software and developed technology $ 114,012 $ (3,214 ) $ — $ 406 $ 111,204 Customer relationships 297,904 (7,781 ) — 1,753 291,876 Licensing agreements 27,398 (1,276 ) — 1,114 27,236 Patent 878 (42 ) — 30 866 Trademarks and trade names 13,144 (333 ) — 14 12,825 Indefinite-lived intangible assets Trademarks and trade names 17,376 — — 216 17,592 Total $ 470,712 $ (12,646 ) $ — $ 3,533 $ 461,599 The following table presents the estimated amortization expense related to the definite-lived intangible assets listed above for the remainder of 2016 and for each of the five succeeding fiscal years: Remaining 2016 $ 38,138 2017 $ 51,242 2018 $ 47,276 2019 $ 43,465 2020 $ 39,972 2021 $ 35,899 Other intangible assets, net consist of the following: March 31, 2016 December 31, 2015 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 $ 156,161 $ (44,957 ) $ 111,204 $ 155,182 $ (41,170 ) $ 114,012 Customer relationships 407,783 (115,907 ) 291,876 403,382 (105,478 ) 297,904 Licensing agreements 33,217 (5,981 ) 27,236 31,903 (4,505 ) 27,398 Patent 2,536 (1,670 ) 866 2,413 (1,535 ) 878 Trademarks and trade names 16,437 (3,612 ) 12,825 16,410 (3,266 ) 13,144 $ 616,134 $ (172,127 ) 444,007 $ 609,290 $ (155,954 ) 453,336 Indefinite-lived intangible assets Trademarks and trade names 17,592 17,376 Total $ 461,599 $ 470,712 |
Earnings per Share
Earnings per Share | 3 Months Ended |
Mar. 31, 2016 | |
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 months ended March 31, 2016 and 2015 : Three months ended 2016 2015 Net earnings attributable to WEX Inc. available for common stockholders – Basic and Diluted $ 23,086 $ 22,345 Weighted average common shares outstanding – Basic 38,756 38,859 Unvested restricted stock units 79 76 Stock options 15 17 Weighted average common shares outstanding – Diluted 38,850 38,952 For the three months ended March 31, 2016 and March 31, 2015, an immaterial number of 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. |
Derivative Instruments
Derivative Instruments | 3 Months Ended |
Mar. 31, 2016 | |
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 were utilized in prior years to manage the Company's commodity price risk. The Company entered into put and call option contracts related to the Company’s commodity price risk, which were based on the wholesale price of gasoline and the retail price of diesel fuel and settled on a monthly basis. These put and call option contracts, or fuel price derivative instruments, were 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 alternatives as it relates to this hedging program. During the first quarter of 2016, the Company held fuel price sensitive derivative instruments to hedge approximately 20 percent of its anticipated U.S. fuel-price related earnings exposure based on assumptions at time of purchase and all these positions were settled as of March 31, 2016. After the first quarter of 2016, the Company is no longer hedged for changes in fuel prices. In April 2014, the Company initiated a partial foreign currency exchange hedging program. In 2014 the Company managed foreign currency exchange exposure on an intra-quarter basis. During the third quarter of 2015, the Company decided to suspend the foreign currency exchange hedging program for all but a few short-term intercompany transactions. Because this was a partial foreign currency exchange hedging program, the Company had foreign currency exchange exposure which was not hedged while the program was in effect. In September 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 the base currency. 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 March 31, 2016 , the Company had the following contracts related to its foreign currency swaps, which are not designated as hedging contracts and settle in the base currency at various dates within two days of purchase: Aggregate Notional Amount Australian dollar A$ 15,000 Norwegian Krone NOK 40,000 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 March 31, 2016 December 31, 2015 March 31, 2016 December 31, 2015 Derivatives Not Designated as Hedging Instruments Balance Fair Balance Fair Balance Fair Balance Fair Commodity contracts Fuel price $ — Fuel price $ 5,007 Fuel price $ — Fuel price $ — Foreign currency contracts Accounts receivable $ — Accounts receivable $ — Accounts payable $ 10 Accounts payable $ 90 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 March 31, Income on Derivative 2016 2015 Commodity contracts Net realized and unrealized gain on fuel price derivatives $ 711 $ 2,749 Foreign currency contracts Net foreign currency (loss) gain $ (34 ) $ 2,752 |
Financing and Other Debt
Financing and Other Debt | 3 Months Ended |
Mar. 31, 2016 | |
Debt Disclosure [Abstract] | |
Financing and Other Debt | 9. Financing and Other Debt In January 2016, the Company began to incur ticking fees for the debt financing commitment associated with the pending acquisition of EFS. As of March 31, 2016, the Company recorded $10,500 of ticking fees, which is included in financing interest expense. These ticking fees are calculated based on the financing commitment in the aggregate amount of $2,125,000 and will remain in place until the closing of the EFS acquisition or the expiration of the bank commitment, which is July 18, 2016. During the second quarter of 2016, the Company began to accrue approximately $6,500 of ticking fees on a monthly basis. 2014 Credit Agreement As of March 31, 2016 , the Company had $219,094 , excluding loan origination fees, of borrowings against its $700,000 revolving credit facility. The outstanding debt under the amortizing term loan arrangement, which expires in January of 2018, totaled $451,875 at March 31, 2016 and $458,750 at December 31, 2015 . As of March 31, 2016 , 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 the Company's option, (a) LIBOR plus 200 basis points, (b) the prime rate plus 100 basis points for domestic borrowings; and the Eurocurrency rate plus 200 basis points for international borrowings. Borrowed Federal Funds In the first quarter of 2016, the Company decreased its federal funds lines of credit by $11,500 to $246,000 . As of March 31, 2016 , the Company had $0 outstanding on its $246,000 federal funds lines of credit. As of December 31, 2015 the Company had no outstanding balance on its $257,500 of available credit on these lines. UNIK debt UNIK had approximately $5,561 of debt as of March 31, 2016 , and $5,046 of debt as of December 31, 2015 . UNIK's debt is comprised of various credit facilities held in Brazil, with various maturity dates. The weighted average annual interest rate was 13.5 percent as of March 31, 2016 and December 31, 2015 . 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 customer balances 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 225 basis points. The balance of the debt as of both March 31, 2016 and December 31, 2015 , was $45,000 , which, in each case, was secured by an interest in the underlying customer receivable. The participation debt balance will fluctuate on a daily basis based on customer funding needs, and will range from $0 to $45,000 . The Company's participation debt agreement will mature on July 1, 2016. This debt is classified in Other debt on the Company’s unaudited condensed consolidated balance sheets for the periods presented. Australian securitization facility On April 28, 2015, the Company entered into a one year securitized debt agreement with the Bank of Tokyo-Mitsubishi UFJ, Ltd. 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 ("Australian Securitization Subsidiary"). The Australian 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 was 2.93 percent as of March 31, 2016 and 2.91 percent as of December 31, 2015 . The Company had $75,053 of securitized debt as of March 31, 2016 and $82,018 of securitized debt as of December 31, 2015 . Debt issuance costs The following table presents the Company's net debt issuance costs related to its revolving line-of-credit facilities, term loan and notes outstanding: March 31, 2016 December 31, 2015 Revolving line of credit facilities and term loan $ 4,248 $ 4,837 Notes outstanding $ 5,017 $ 5,200 |
Fair Value
Fair Value | 3 Months Ended |
Mar. 31, 2016 | |
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 March 31, 2016 : Fair Value Measurements at Reporting Date Using March 31, 2016 Quoted Prices Significant Significant Assets: Mortgage-backed securities $ 633 $ — $ 633 $ — Asset-backed securities 778 — 778 — Municipal bonds 778 — 778 — Equity securities 16,989 16,989 — — Total available-for-sale securities $ 19,178 $ 16,989 $ 2,189 $ — Executive deferred compensation plan trust (a) $ 5,905 $ 5,905 $ — $ — Liabilities: Foreign currency swaps (b) $ 10 $ — $ 10 $ — (a) The fair value of these instruments is recorded in Other assets. (b) 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, 2015 : Fair Value Measurements at Reporting Date Using December 31, 2015 Quoted Prices Significant Significant Assets: Mortgage-backed securities $ 650 $ — $ 650 $ — Asset-backed securities 848 — 848 — Municipal bonds 398 — 398 — Equity securities 16,666 16,666 — — Total available-for-sale securities $ 18,562 $ 16,666 $ 1,896 $ — Executive deferred compensation plan trust (a) $ 5,655 $ 5,655 $ — $ — Fuel price derivatives – unleaded fuel (b) $ 3,083 $ — $ 3,083 $ — Fuel price derivatives – diesel (b) 1,924 — — 1,924 Total fuel price derivatives $ 5,007 $ — $ 3,083 $ 1,924 Liabilities: Foreign currency swaps (c) $ 90 $ — $ 90 $ — (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 payable. 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 : March 31, 2016 March 31, 2015 Fuel Price Fuel Price Beginning balance $ 1,924 $ 11,848 Total gains and (losses) – realized/unrealized Included in earnings (a) (1,924 ) (1,587 ) Included in other comprehensive income — — Purchases, issuances and settlements — — Transfers (in)/out of Level 3 — — Ending balance $ — $ 10,261 (a) Gains and losses (realized and unrealized) associated with fuel price derivatives, included in earnings for the three months ended March 31, 2016 and 2015 , are reported in net realized and unrealized losses on fuel price derivatives on the unaudited condensed consolidated statements of income. $400 Million Notes outstanding The Notes outstanding as of March 31, 2016 have a carrying value of $400,000 , less loan origination fees of $5,017 , and a fair value of $352,000 . As of December 31, 2015 the carrying value of the $400,000 in Notes outstanding, less loan origination fees of $5,200 , had a fair value of $366,000 . The fair value is based on market rates for the issuance of the Company's 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. The Company's 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 the Company's derivatives. However, counterparty credit risk did not impact the valuation of the Company's derivatives during 2016 and 2015. Fuel price derivative instruments The majority of fuel price derivative instruments entered into by the Company were 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. After the first quarter of 2016, the Company is no longer hedged for changes in fuel prices. |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Loss | 3 Months Ended |
Mar. 31, 2016 | |
Equity [Abstract] | |
Accumulated Other Comprehensive Income | 11. Accumulated Other Comprehensive Loss A reconciliation of accumulated other comprehensive income for the three month periods ended March 31, 2016 and 2015 , is as follows: 2016 2015 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 $ (212 ) $ (103,239 ) $ (129 ) $ (50,452 ) Other comprehensive income (loss) 164 10,318 91 (24,683 ) Ending balance $ (48 ) $ (92,921 ) $ (38 ) $ (75,135 ) No amounts were reclassified from accumulated other comprehensive income (loss) 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 March 31, 2016 , was $3,821 , and the total tax effect on accumulated unrealized losses, as of March 31, 2015 , was $2,155 . |
Non-controlling Interests
Non-controlling Interests | 3 Months Ended |
Mar. 31, 2016 | |
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 put rights held by the non-controlling shareholders after the Company's original investment, the non-controlling interest was previously reported as a liability rather than permanent equity. The Company agreed to cancel this put option in conjunction with the acquisition of the remaining 49 percent ownership. 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 month period ended March 31, 2015 , is as follows: Balance, beginning of period $ 16,590 Net loss attributable to redeemable non-controlling interest (11 ) Currency translation adjustment (2,932 ) Ending balance $ 13,647 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 month periods ended March 31, 2016 and March 31, 2015 is as follows: Three months ended 2016 2015 Balance, beginning of period $ 12,437 $ 17,396 Net gain (loss) attributable to non-controlling interest 135 (2,301 ) Currency translation adjustment 456 (1,451 ) Ending balance $ 13,028 $ 13,644 |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 13. Income Taxes Undistributed earnings of certain foreign subsidiaries of the Company amounted to $15,963 at March 31, 2016 , and $13,230 at December 31, 2015 . 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. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 14. Commitments and Contingencies 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 unaudited condensed consolidated financial position, results of operations or cash flows. Pending EFS Acquisition See Note 17, Pending EFS Acquisition. |
Restructuring
Restructuring | 3 Months Ended |
Mar. 31, 2016 | |
Restructuring and Related Activities [Abstract] | |
Restructuring | 15. Restructuring During 2015, the Company recorded initial restructuring costs 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 remaining balance at March 31, 2016, is expected to be paid through 2016 and into 2017. 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 months ended March 31, 2016 and 2015 : Three Months Ended March 31, 2016 2015 Beginning balance $ 7,249 $ — Restructuring charges 1,589 8,559 Cash paid (647 ) — Impact of foreign currency translation 315 — Ending balance $ 8,506 $ 8,559 |
Segment Information
Segment Information | 3 Months Ended |
Mar. 31, 2016 | |
Segment Reporting [Abstract] | |
Segment Information | 16. Segment Information Operating segments are defined as components of an enterprise about which separate financial information is available and is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and assess performance. The Company’s chief operating decision maker is its Chief Executive Officer. The operating segments are aggregated into the three reportable segments 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 Fleet Solutions segment provides customers with payment and transaction processing services specifically designed for the needs of commercial and government fleets. This segment also provides information management services to these fleet customers. The Travel and Corporate Solutions segment focuses on the complex payment environment of business-to-business payments, providing customers with payment processing solutions for their corporate payment and transaction monitoring needs. The Health and Employee Benefit Solutions segment provides healthcare payment products and SaaS consumer directed platforms, as well as payroll related benefits to customers in Brazil. Prior to the fourth quarter of 2015, the Company reported its results of operations in two business segments, Fleet Payment Solutions and Other Payment Solutions. During the fourth quarter of 2015, the Company revised its internal and external reporting and reports its results of operations in three reportable segments. The Company has recast the prior year's segment information to conform to the current year presentation. Net realized and unrealized losses on derivative instruments are allocated to the Fleet 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 pre-tax income before NCI excludes net foreign currency gains and losses. For comparative purposes, adjusted pre-tax income before NCI 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. 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 March 31, 2016 and 2015 : Total Revenues Operating Interest Expense Depreciation and Amortization Adjusted Pre-Tax Income before NCI Three months ended March 31, 2016 Fleet solutions $ 121,074 $ 422 $ 7,320 $ 32,812 Travel and corporate solutions 45,142 552 356 19,991 Health and employee benefit solutions 39,712 412 1,942 6,261 Total $ 205,928 $ 1,386 $ 9,618 $ 59,064 Three months ended March 31, 2015 Fleet solutions $ 128,490 $ 740 $ 7,458 $ 45,284 Travel and corporate solutions 43,073 — 346 19,288 Health and employee benefit solutions 30,722 839 1,424 6,395 Total $ 202,285 $ 1,579 $ 9,228 $ 70,967 The following table reconciles adjusted pre-tax income before NCI to income before income taxes: Three months ended 2016 2015 Adjusted pre-tax income before NCI $ 59,064 $ 70,967 Acquisition and divestiture related items (27,945 ) (10,944 ) Stock-based compensation (4,243 ) (3,218 ) Restructuring costs (1,589 ) (8,559 ) Changes in unrealized fuel price derivatives (5,007 ) (9,345 ) Net foreign currency remeasurement gain (loss) 16,124 (4,376 ) Income before income taxes $ 36,404 $ 34,525 Although adjusted pre-tax income before NCI is not calculated in accordance with GAAP this measure is integral to the Company's reporting and planning processes. The Company considers this measure integral because it eliminates the non-cash volatility associated with the fuel price related derivative instruments, and excludes other specified items that the Company's management excludes in evaluating the Company's performance. Specifically, in addition to evaluating the Company's performance on a GAAP basis, management evaluates the Company's performance on a basis that excludes the above items because: • The Company considers certain acquisition-related costs, including certain financing costs, financing fees and ticking fees, investment banking fees, warranty and indemnity insurance, acquisition related expenses and amortization of acquired intangibles, as well as gains and losses from divestitures to be unpredictable, dependent on factors that may be outside of our control and unrelated to the continuing operations of the acquired or divested business or the Company. In prior periods not reflected above, the Company has adjusted for goodwill impairments, acquisition related assets impairments and adjustment to the tax receivable agreement. In addition, the size and complexity of an acquisition, which often drives the magnitude of acquisition-related costs, may not be indicative of such future costs. The Company believes that excluding acquisition-related costs and gains or losses of divestitures facilitates the comparison of our financial results to the Company's historical operating results and to other companies in our industry. • Stock-based compensation is different from other forms of compensation, as it is a non-cash expense. For example, a cash salary generally has a fixed and unvarying cash cost. In contrast, the expense associated with an equity-based award is generally unrelated to the amount of cash ultimately received by the employee, and the cost to us is based on a stock-based compensation valuation methodology and underlying assumptions that may vary over time. • Restructuring charges are related to employee termination benefits from certain identified initiatives to further streamline the business, improve the Company's efficiency, costs to create synergies, and to globalize the Company's operations, all with an objective to improve scale and increase profitability going forward. We exclude these items when evaluating our continuing business performance as such items are not consistently occurring and do not reflect expected future operating expense, nor provide meaningful insight into the fundamentals of current or past operations of our business. • Exclusion of the non-cash, mark-to-market adjustments on fuel-price related derivative instruments helps management identify and assess trends in the Company's underlying business that might otherwise be obscured due to quarterly non-cash earnings fluctuations associated with fuel-price-related derivative contracts. • The non-cash, mark-to-market adjustments on derivative instruments are difficult to forecast accurately, making comparisons across historical and future quarters difficult to evaluate. • Net foreign currency gains and losses primarily result from the remeasurement to functional currency of foreign currency cash, receivable and payable balances, certain intercompany notes and any gain or loss on foreign currency hedges relating to these items. The exclusion of these items helps management compare changes in operating results between periods that might otherwise be obscured due to currency fluctuations. For the same reasons, WEX believes that adjusted pre-tax income before NCI may also be useful to investors as one means of evaluating the Company's performance. However, because adjusted pre-tax income before NCI is a non-GAAP measure, it should not be considered as a substitute for, or superior to, income before income taxes, net income, operating income or cash flows from operating activities as determined in accordance with GAAP. In addition, adjusted pre-tax income before NCI as used by WEX may not be comparable to similarly titled measures employed by other companies. |
Pending AFS Acquisition
Pending AFS Acquisition | 3 Months Ended |
Mar. 31, 2016 | |
Business Combinations [Abstract] | |
Pending AFS Acquisition | 17. Pending EFS Acquisition On October 18, 2015, the Company entered into a purchase agreement to acquire EFS, a provider of customized payment solutions for fleet and corporate customers with a focus on the large and mid-sized fleet segment. Pursuant to the purchase agreement, and subject to the terms and conditions contained therein, at the closing of this 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 investment funds affiliated with Warburg Pincus LLC 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 July 18, 2016, (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 EFS 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 EFS sellers so elect, the Company is required to pay the EFS 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 the Company is required to pay the EFS sellers a cash termination fee of $70,000 . In connection with the planned acquisition of EFS, the Company has obtained financing commitments from Bank of America, N.A., Merrill Lynch, Pierce, Fenner & Smith Incorporated, SunTrust Bank, SunTrust Robinson Humphrey, Inc. and MUFG Union Bank, N.A. and Citizens Bank, National Association, for 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. The new senior secured credit facilities would replace our existing senior secured credit facilities under the 2014 Credit Agreement. The Company has received a request for additional information (a “second request”) from the FTC in connection with the FTC's review of the proposed acquisition of EFS. The effect of the second request is to extend the waiting period imposed by the Hart-Scott-Rodino Antitrust Improvements Act until 30 days after both WEX and EFS have substantially complied with the request, unless that period is extended voluntarily by the parties or terminated sooner by the FTC. There can be no assurance that a challenge to the acquisition on antitrust grounds will not be made, or, if such a challenge is made, what the result might be. |
New Accounting Standards (Polic
New Accounting Standards (Policies) | 3 Months Ended |
Mar. 31, 2016 | |
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 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. In March 2016, the FASB issued ASU 2016-08 and in April 2016, the FASB issued ASU 2016-10 to clarify the implementation guidance on the new revenue recognition standard. The effective dates for these standards are the same as the effective date for ASU 2014-09. The Company is currently evaluating the impact of this standard on its consolidated financial statements and related disclosures and has not yet selected a transition method. In September 2015, the FASB issued ASU 2015-16 related to 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 guidance is to be applied prospectively to adjustments to provisional amounts that occur after the effective date of the guidance. The Company adopted this standard on January 1, 2016. In January 2016, the FASB issued ASU 2016-01 related to accounting for equity investments. The pronouncement requires equity investments, except those accounted for under the equity method of accounting, or those that result in consolidation of the investee, to be measured at fair value with changes in fair value recognized in net income. The standard is effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period. The Company is currently evaluating the impact the pronouncement will have on the consolidated financial statements and related disclosures. In February 2016, the FASB issued ASU 2016-02 to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. When transitioning, the standard requires leases to be recognized and measured at the beginning of the earliest period presented using a modified retrospective approach. Certain qualitative and quantitative disclosures are required. The standard is effective for annual reporting periods beginning after December 15, 2018, including interim periods within that reporting period. The Company is currently evaluating the impact the standard will have on the consolidated financial statements and related disclosures. In March 2016, the FASB issued ASU 2016-09 to simplify several aspects of accounting for employee share-based payment transactions, including the accounting for income taxes, forfeitures, statutory tax withholding requirements, and classification in the statement of cash flows. The standard is effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. The Company is currently evaluating the impact the standard will have on the consolidated financial statements and related disclosures. |
Basis of Presentation Basis of
Basis of Presentation Basis of Presentation (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
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 Pty Ltd., as designated borrower, and Bank of America, N.A., as administrative agent on behalf of consenting lenders. 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 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, restructuring charges, ticking fees, 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 2015-16 Accounting Standards Update No. 2015-16 Business Combinations (Topic 805): Simplifying the Accounting for Measurement-Period Adjustments ASU 2016-01 Accounting Standards Update No. 2016-01 Financial Instruments - Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities ASU 2016-02 Accounting Standards Update No. 2016-02 Leases (Topic 842) ASU 2016-08 Accounting Standards Update No. 2016-08 Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net) ASU 2016-09 Accounting Standards Update No. 2016-09 Compensation-Stock Compensation (Topical 718): Improvements to Employee Share-Based Payment Accounting Australian Securitization Subsidiary Southern Cross WEX 2015-1 Trust, a bankruptcy-remote subsidiary consolidated by the Company Average expenditure per payment processing transaction Average total dollars of spend in a funded fuel transaction Benaissance Benaissance, a leading provider of integrated SaaS technologies and services for healthcare premium billing, payment and workflow management, acquired by the Company on November 18, 2015 Company WEX Inc. and all entities included in the unaudited condensed consolidated financial statements EFS Electronic Funds Source LLC Esso portfolio in Europe European commercial fleet card portfolio acquired from ExxonMobil Evolution1 EB Holdings Corp. and its subsidiaries which includes Evolution1, Inc., acquired by the Company on July 16, 2014 FASB Financial Accounting Standards Board GAAP Generally Accepted Accounting Principles in the United States Indenture The Notes were issued pursuant to an 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 interest NOL Net operating loss Notes $400 million notes with a 4.75% fixed rate, issued on January 30, 2013 NOW deposits Negotiable order of withdrawal deposits Over-the-road Typically heavy trucks traveling long distances Payment solutions purchase volume Total amount paid by customers for transactions Payment processing transactions Funded payment transactions where the Company maintains the receivable for total purchase PPG Price per gallon of fuel 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 Ticking fees A fee incurred by a borrower to compensate the lender to delay a financing arrangement and hold a commitment of funds for the borrower for a period of time. Total fleet transactions Total of transaction processing and payment processing transactions Transaction processing transactions Unfunded payment transactions where the Company is the processor and only has receivables for the processing fee UNIK UNIK S.A., the Company's Brazilian subsidiary WEX WEX Inc. WEX Europe Services Consists primarily of our European commercial fleet card portfolio acquired by the Company from ExxonMobil on December 1, 2014 WEX Health Evolution1 and Benaissance combined, referred to as WEX Health |
Schedule of Error Corrections and Prior Period Adjustments | As a result of the adoption, the December 31, 2015 unaudited condensed consolidated balance sheet is restated as follows: Previously Reported Effect of Accounting Principle Adoption Adjusted Unaudited condensed consolidated balance sheet Other assets $ 225,581 $ (10,037 ) $ 215,544 Total assets $ 3,857,946 $ (10,037 ) $ 3,847,909 Revolving line-of-credit facilities and term loan, net $ 669,755 $ (4,837 ) $ 664,918 Notes outstanding, net $ 400,000 $ (5,200 ) $ 394,800 Total liabilities $ 2,762,265 $ (10,037 ) $ 2,752,228 Total liabilities and stockholders’ equity $ 3,857,946 $ (10,037 ) $ 3,847,909 |
Business Acquisitions (Tables)
Business Acquisitions (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Benaissance Acquisition | |
Business Acquisition [Line Items] | |
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) $ 80,677 Less: Accounts receivable 1,594 Other tangible assets and liabilities, net 314 Acquired software and developed technology(a) 10,300 Customer relationships(b) 27,700 Trade name(c) 1,500 Recorded goodwill $ 39,269 (a) Weighted average life – 5.0 years . (b) Weighted average life – 7.6 years . (c) Weighted average life – 8.1 years . |
Reserves for Credit Losses (Tab
Reserves for Credit Losses (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
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: Three months ended March 31, 2016 2015 Balance, beginning of period $ 13,832 $ 13,919 Provision for credit losses 3,917 3,914 Charge-offs (7,036 ) (7,367 ) Recoveries of amounts previously charged-off 1,340 1,210 Currency translation 98 (163 ) Balance, end of period $ 12,151 $ 11,513 |
Goodwill and Other Intangible31
Goodwill and Other Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Changes in Goodwill | The changes in goodwill during the first three months of 2016 were as follows: Fleet Solutions Segment Travel and Corporate Solutions Segment Health and Employee Benefit Solutions Segment Total Gross goodwill, January 1, 2016 $ 736,240 $ 43,825 $ 350,321 $ 1,130,386 Impact of foreign currency translation 9,207 (527 ) 1,414 10,094 Acquisition adjustments — — 502 502 Gross goodwill, March 31, 2016 745,447 43,298 352,237 1,140,982 Accumulated impairment, March 31, 2016 (1,337 ) (16,171 ) — (17,508 ) Net goodwill, March 31, 2016 $ 744,110 $ 27,127 $ 352,237 $ 1,123,474 |
Changes in Other Intangible Assets | The changes in other intangible assets during the first three months of 2016 were as follows: Net Amortization Disposals Impact of foreign currency translation Net Carrying Definite-lived intangible assets Acquired software and developed technology $ 114,012 $ (3,214 ) $ — $ 406 $ 111,204 Customer relationships 297,904 (7,781 ) — 1,753 291,876 Licensing agreements 27,398 (1,276 ) — 1,114 27,236 Patent 878 (42 ) — 30 866 Trademarks and trade names 13,144 (333 ) — 14 12,825 Indefinite-lived intangible assets Trademarks and trade names 17,376 — — 216 17,592 Total $ 470,712 $ (12,646 ) $ — $ 3,533 $ 461,599 |
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 2016 and for each of the five succeeding fiscal years: Remaining 2016 $ 38,138 2017 $ 51,242 2018 $ 47,276 2019 $ 43,465 2020 $ 39,972 2021 $ 35,899 |
Other Intangible Assets | Other intangible assets, net consist of the following: March 31, 2016 December 31, 2015 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 $ 156,161 $ (44,957 ) $ 111,204 $ 155,182 $ (41,170 ) $ 114,012 Customer relationships 407,783 (115,907 ) 291,876 403,382 (105,478 ) 297,904 Licensing agreements 33,217 (5,981 ) 27,236 31,903 (4,505 ) 27,398 Patent 2,536 (1,670 ) 866 2,413 (1,535 ) 878 Trademarks and trade names 16,437 (3,612 ) 12,825 16,410 (3,266 ) 13,144 $ 616,134 $ (172,127 ) 444,007 $ 609,290 $ (155,954 ) 453,336 Indefinite-lived intangible assets Trademarks and trade names 17,592 17,376 Total $ 461,599 $ 470,712 |
Earnings per Share (Tables)
Earnings per Share (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
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 months ended March 31, 2016 and 2015 : Three months ended 2016 2015 Net earnings attributable to WEX Inc. available for common stockholders – Basic and Diluted $ 23,086 $ 22,345 Weighted average common shares outstanding – Basic 38,756 38,859 Unvested restricted stock units 79 76 Stock options 15 17 Weighted average common shares outstanding – Diluted 38,850 38,952 |
Derivative Instruments (Tables)
Derivative Instruments (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Put and Call Option Contracts | |
Schedule of Forward and Spot Contracts related to Foreign Exchange Contracts | As of March 31, 2016 , the Company had the following contracts related to its foreign currency swaps, which are not designated as hedging contracts and settle in the base currency at various dates within two days of purchase: Aggregate Notional Amount Australian dollar A$ 15,000 Norwegian Krone NOK 40,000 |
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 March 31, 2016 December 31, 2015 March 31, 2016 December 31, 2015 Derivatives Not Designated as Hedging Instruments Balance Fair Balance Fair Balance Fair Balance Fair Commodity contracts Fuel price $ — Fuel price $ 5,007 Fuel price $ — Fuel price $ — Foreign currency contracts Accounts receivable $ — Accounts receivable $ — Accounts payable $ 10 Accounts payable $ 90 |
Location and Amounts of Derivative Gains and Losses in Condensed Consolidated Statements of Income | he 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 March 31, Income on Derivative 2016 2015 Commodity contracts Net realized and unrealized gain on fuel price derivatives $ 711 $ 2,749 Foreign currency contracts Net foreign currency (loss) gain $ (34 ) $ 2,752 |
Financing and Other Debt (Table
Financing and Other Debt (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Debt Disclosure [Abstract] | |
Schedule of Debt Issuance Costs | The following table presents the Company's net debt issuance costs related to its revolving line-of-credit facilities, term loan and notes outstanding: March 31, 2016 December 31, 2015 Revolving line of credit facilities and term loan $ 4,248 $ 4,837 Notes outstanding $ 5,017 $ 5,200 |
Fair Value (Tables)
Fair Value (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
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, 2015 : Fair Value Measurements at Reporting Date Using December 31, 2015 Quoted Prices Significant Significant Assets: Mortgage-backed securities $ 650 $ — $ 650 $ — Asset-backed securities 848 — 848 — Municipal bonds 398 — 398 — Equity securities 16,666 16,666 — — Total available-for-sale securities $ 18,562 $ 16,666 $ 1,896 $ — Executive deferred compensation plan trust (a) $ 5,655 $ 5,655 $ — $ — Fuel price derivatives – unleaded fuel (b) $ 3,083 $ — $ 3,083 $ — Fuel price derivatives – diesel (b) 1,924 — — 1,924 Total fuel price derivatives $ 5,007 $ — $ 3,083 $ 1,924 Liabilities: Foreign currency swaps (c) $ 90 $ — $ 90 $ — (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 payable. The following table presents the Company’s assets that are measured at fair value and the related hierarchy levels as of March 31, 2016 : Fair Value Measurements at Reporting Date Using March 31, 2016 Quoted Prices Significant Significant Assets: Mortgage-backed securities $ 633 $ — $ 633 $ — Asset-backed securities 778 — 778 — Municipal bonds 778 — 778 — Equity securities 16,989 16,989 — — Total available-for-sale securities $ 19,178 $ 16,989 $ 2,189 $ — Executive deferred compensation plan trust (a) $ 5,905 $ 5,905 $ — $ — Liabilities: Foreign currency swaps (b) $ 10 $ — $ 10 $ — (a) The fair value of these instruments is recorded in Other assets. (b) 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 : March 31, 2016 March 31, 2015 Fuel Price Fuel Price Beginning balance $ 1,924 $ 11,848 Total gains and (losses) – realized/unrealized Included in earnings (a) (1,924 ) (1,587 ) Included in other comprehensive income — — Purchases, issuances and settlements — — Transfers (in)/out of Level 3 — — Ending balance $ — $ 10,261 (a) Gains and losses (realized and unrealized) associated with fuel price derivatives, included in earnings for the three months ended March 31, 2016 and 2015 , are reported in net realized and unrealized losses on fuel price derivatives on the unaudited condensed consolidated statements of income. |
Accumulated Other Comprehensi36
Accumulated Other Comprehensive Loss (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Equity [Abstract] | |
Reconciliation of Accumulated Other Comprehensive Income | A reconciliation of accumulated other comprehensive income for the three month periods ended March 31, 2016 and 2015 , is as follows: 2016 2015 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 $ (212 ) $ (103,239 ) $ (129 ) $ (50,452 ) Other comprehensive income (loss) 164 10,318 91 (24,683 ) Ending balance $ (48 ) $ (92,921 ) $ (38 ) $ (75,135 ) |
Non-controlling Interests (Tabl
Non-controlling Interests (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Noncontrolling Interest [Abstract] | |
Redeemable Noncontrolling Interest | A reconciliation of redeemable non-controlling interest for the three month period ended March 31, 2015 , is as follows: Balance, beginning of period $ 16,590 Net loss attributable to redeemable non-controlling interest (11 ) Currency translation adjustment (2,932 ) Ending balance $ 13,647 |
Summary of Noncontrolling Interests | A reconciliation of non-controlling interest for the three month periods ended March 31, 2016 and March 31, 2015 is as follows: Three months ended 2016 2015 Balance, beginning of period $ 12,437 $ 17,396 Net gain (loss) attributable to non-controlling interest 135 (2,301 ) Currency translation adjustment 456 (1,451 ) Ending balance $ 13,028 $ 13,644 |
Restructuring (Tables)
Restructuring (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Restructuring and Related Activities [Abstract] | |
Restructuring and Related Costs | The following table presents the Company’s restructuring liability for the three months ended March 31, 2016 and 2015 : Three Months Ended March 31, 2016 2015 Beginning balance $ 7,249 $ — Restructuring charges 1,589 8,559 Cash paid (647 ) — Impact of foreign currency translation 315 — Ending balance $ 8,506 $ 8,559 |
Segment Information (Tables)
Segment Information (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
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 March 31, 2016 and 2015 : Total Revenues Operating Interest Expense Depreciation and Amortization Adjusted Pre-Tax Income before NCI Three months ended March 31, 2016 Fleet solutions $ 121,074 $ 422 $ 7,320 $ 32,812 Travel and corporate solutions 45,142 552 356 19,991 Health and employee benefit solutions 39,712 412 1,942 6,261 Total $ 205,928 $ 1,386 $ 9,618 $ 59,064 Three months ended March 31, 2015 Fleet solutions $ 128,490 $ 740 $ 7,458 $ 45,284 Travel and corporate solutions 43,073 — 346 19,288 Health and employee benefit solutions 30,722 839 1,424 6,395 Total $ 202,285 $ 1,579 $ 9,228 $ 70,967 |
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 2016 2015 Adjusted pre-tax income before NCI $ 59,064 $ 70,967 Acquisition and divestiture related items (27,945 ) (10,944 ) Stock-based compensation (4,243 ) (3,218 ) Restructuring costs (1,589 ) (8,559 ) Changes in unrealized fuel price derivatives (5,007 ) (9,345 ) Net foreign currency remeasurement gain (loss) 16,124 (4,376 ) Income before income taxes $ 36,404 $ 34,525 |
Basis of Presentation Basis o40
Basis of Presentation Basis of Presentation (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||
Other assets | $ 208,263 | $ 215,544 |
Total assets | 4,143,777 | 3,847,909 |
Revolving line-of-credit facilities and term loan, net | 670,969 | 664,918 |
Notes outstanding, net | 394,983 | 394,800 |
Total liabilities | 3,012,454 | 2,752,228 |
Total liabilities and stockholders’ equity | $ 4,143,777 | 3,847,909 |
Previously Reported | ||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||
Other assets | 225,581 | |
Total assets | 3,857,946 | |
Revolving line-of-credit facilities and term loan, net | 669,755 | |
Notes outstanding, net | 400,000 | |
Total liabilities | 2,762,265 | |
Total liabilities and stockholders’ equity | 3,857,946 | |
Effect of Accounting Principle Adoption | ||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||
Other assets | (10,037) | |
Total assets | (10,037) | |
Revolving line-of-credit facilities and term loan, net | (4,837) | |
Notes outstanding, net | (5,200) | |
Total liabilities | (10,037) | |
Total liabilities and stockholders’ equity | $ (10,037) |
Business Acquisitions - Summar
Business Acquisitions - Summary of Benaissance Acquisition (Details) - USD ($) $ in Thousands | Nov. 18, 2015 | Mar. 31, 2016 | Dec. 31, 2014 | Dec. 31, 2015 | |
Less: | |||||
Recorded Goodwill | $ 1,123,474 | $ 1,112,878 | |||
Benaissance Acquisition | |||||
Business Acquisition [Line Items] | |||||
Consideration paid (net of cash acquired) | $ 80,677 | ||||
Less: | |||||
Accounts receivable | 1,594 | ||||
Other tangible assets and liabilities, net | 314 | ||||
Recorded Goodwill | $ 39,269 | ||||
Adjustments, tangible assets | $ 502 | ||||
Increase (decrease) in goodwill | $ 502 | ||||
Acquired software and developed technology | Benaissance Acquisition | |||||
Less: | |||||
Weighted average life | 5 years | ||||
Licensing agreements | Benaissance Acquisition | |||||
Less: | |||||
Finite-lived intangible assets | [1] | $ 10,300 | |||
Customer relationships | Benaissance Acquisition | |||||
Less: | |||||
Finite-lived intangible assets | [2] | $ 27,700 | |||
Weighted average life | 7 years 7 months 6 days | ||||
Trade name | Benaissance Acquisition | |||||
Less: | |||||
Finite-lived intangible assets | [3] | $ 1,500 | |||
Weighted average life | 8 years 1 month 6 days | ||||
[1] | Weighted average life – 5.0 years. | ||||
[2] | Weighted average life – 7.6 years. | ||||
[3] | Weighted average life – 8.1 years. |
Business Acquisitions - Additio
Business Acquisitions - Additional Information UNIK Acquisition (Details) - Unik - USD ($) $ in Thousands | Aug. 31, 2015 | Aug. 30, 2012 |
Business Acquisition [Line Items] | ||
Percent of ownership interest acquired | 49.00% | 51.00% |
Noncontrolling interest, decrease from redemptions or purchase of interests | $ 46,018 |
Sale of Subsidiary and Assets -
Sale of Subsidiary and Assets - Additional Information (Details) - USD ($) $ in Thousands | Jan. 07, 2015 | Mar. 31, 2016 | Mar. 31, 2015 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Net foreign currency remeasurement gain/loss | $ 0 | $ 1,215 | |
Rapid! Paycard | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Proceeds from sale of subsidiary | $ 20,000 | ||
Net foreign currency remeasurement gain/loss | $ 1,215 |
Reserves for Credit Losses - Ad
Reserves for Credit Losses - Additional Information (Detail) $ in Millions | 3 Months Ended | |
Mar. 31, 2016USD ($)customer | Mar. 31, 2015 | |
Concentration Risk [Line Items] | ||
Trade receivable payments terms (30 days or less) | 30 days | |
Percentage of trade receivables outstanding balance, current | 90.00% | 95.00% |
Percentage of trade accounts receivables less than 60 days past due | 98.00% | 98.00% |
Customer Concentration Risk | Accounts Receivable | ||
Concentration Risk [Line Items] | ||
Concentration risk, number of customers | customer | 0 | |
Concentration risk, percentage | 9.00% | |
Revolving Credit Facility | ||
Concentration Risk [Line Items] | ||
Loans Receivable, Net | $ | $ 1 |
Reserves for Credit Losses - Ch
Reserves for Credit Losses - Changes in Reserves for Credit Losses Related to Accounts Receivable (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Allowance for Doubtful Accounts Receivable [Roll Forward] | ||
Balance, beginning of period | $ 13,832 | $ 13,919 |
Provision for credit losses | 3,917 | 3,914 |
Charge-offs | (7,036) | (7,367) |
Recoveries of amounts previously charged-off | 1,340 | 1,210 |
Currency translation | 98 | (163) |
Balance, end of period | $ 12,151 | $ 11,513 |
Goodwill and Other Intangible46
Goodwill and Other Intangible Assets - Changes In Goodwill (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Dec. 31, 2015 | |
Goodwill [Roll Forward] | ||
Gross goodwill, January 1, 2016 | $ 1,130,386 | |
Impact of foreign currency translation | 10,094 | |
Acquisition adjustments | 502 | |
Gross goodwill, March 31, 2016 | 1,140,982 | |
Accumulated impairment, March 31, 2016 | (17,508) | |
Net goodwill, March 31, 2016 | 1,123,474 | $ 1,112,878 |
Fleet Solutions Segment | ||
Goodwill [Roll Forward] | ||
Gross goodwill, January 1, 2016 | 736,240 | |
Impact of foreign currency translation | 9,207 | |
Acquisition adjustments | 0 | |
Gross goodwill, March 31, 2016 | 745,447 | |
Accumulated impairment, March 31, 2016 | (1,337) | |
Net goodwill, March 31, 2016 | 744,110 | |
Travel and Corporate Solutions Segment | ||
Goodwill [Roll Forward] | ||
Gross goodwill, January 1, 2016 | 43,825 | |
Impact of foreign currency translation | (527) | |
Acquisition adjustments | 0 | |
Gross goodwill, March 31, 2016 | 43,298 | |
Accumulated impairment, March 31, 2016 | (16,171) | |
Net goodwill, March 31, 2016 | 27,127 | |
Health and Employee Benefit Solutions Segment | ||
Goodwill [Roll Forward] | ||
Gross goodwill, January 1, 2016 | 350,321 | |
Impact of foreign currency translation | 1,414 | |
Acquisition adjustments | 502 | |
Gross goodwill, March 31, 2016 | 352,237 | |
Accumulated impairment, March 31, 2016 | 0 | |
Net goodwill, March 31, 2016 | $ 352,237 |
Goodwill and Other Intangible47
Goodwill and Other Intangible Assets - Additional Information (Detail) | 3 Months Ended |
Mar. 31, 2016USD ($) | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill impairment | $ 0 |
Goodwill and Other Intangible48
Goodwill and Other Intangible Assets - Changes in Intangible Assets (Detail) $ in Thousands | 3 Months Ended |
Mar. 31, 2016USD ($) | |
Definite-lived intangible assets | |
Net Carrying Amount, January 1, 2016 | $ 453,336 |
Amortization | (12,646) |
Net Carrying Amount, March 31, 2016 | 444,007 |
Indefinite-lived intangible assets | |
Net Carrying Amount, January 1, 2016 | 470,712 |
Disposals | 0 |
Impact of foreign currency translation | 3,533 |
Net Carrying Amount, March 31, 2016 | 461,599 |
Acquired software and developed technology | |
Definite-lived intangible assets | |
Net Carrying Amount, January 1, 2016 | 114,012 |
Amortization | (3,214) |
Disposals | 0 |
Impact of foreign currency translation | 406 |
Net Carrying Amount, March 31, 2016 | 111,204 |
Customer relationships | |
Definite-lived intangible assets | |
Net Carrying Amount, January 1, 2016 | 297,904 |
Amortization | (7,781) |
Disposals | 0 |
Impact of foreign currency translation | 1,753 |
Net Carrying Amount, March 31, 2016 | 291,876 |
Licensing agreements | |
Definite-lived intangible assets | |
Net Carrying Amount, January 1, 2016 | 27,398 |
Amortization | (1,276) |
Disposals | 0 |
Impact of foreign currency translation | 1,114 |
Net Carrying Amount, March 31, 2016 | 27,236 |
Patent | |
Definite-lived intangible assets | |
Net Carrying Amount, January 1, 2016 | 878 |
Amortization | (42) |
Disposals | 0 |
Impact of foreign currency translation | 30 |
Net Carrying Amount, March 31, 2016 | 866 |
Trademarks and trade names | |
Definite-lived intangible assets | |
Net Carrying Amount, January 1, 2016 | 13,144 |
Amortization | (333) |
Disposals | 0 |
Impact of foreign currency translation | 14 |
Net Carrying Amount, March 31, 2016 | $ 12,825 |
Goodwill and Other Intangible49
Goodwill and Other Intangible Assets - Estimated Amortization Expense Related to Definite Lived Intangible Assets (Detail) $ in Thousands | Mar. 31, 2016USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Remaining 2,016 | $ 38,138 |
2,017 | 51,242 |
2,018 | 47,276 |
2,019 | 43,465 |
2,020 | 39,972 |
2,021 | $ 35,899 |
Goodwill and Other Intangible50
Goodwill and Other Intangible Assets - Other Intangible Assets (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Dec. 31, 2015 | |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount, Definite-lived intangible assets | $ 616,134 | $ 609,290 |
Accumulated Amortization, Definite-lived intangible assets | (172,127) | (155,954) |
Net Carrying Amount, Definite-lived intangible assets | 444,007 | 453,336 |
Other intangible assets, net | 461,599 | 470,712 |
Acquired software and developed technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount, Definite-lived intangible assets | 156,161 | 155,182 |
Accumulated Amortization, Definite-lived intangible assets | (44,957) | (41,170) |
Net Carrying Amount, Definite-lived intangible assets | 111,204 | 114,012 |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount, Definite-lived intangible assets | 407,783 | 403,382 |
Accumulated Amortization, Definite-lived intangible assets | (115,907) | (105,478) |
Net Carrying Amount, Definite-lived intangible assets | 291,876 | 297,904 |
Licensing agreements | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount, Definite-lived intangible assets | 33,217 | 31,903 |
Accumulated Amortization, Definite-lived intangible assets | (5,981) | (4,505) |
Net Carrying Amount, Definite-lived intangible assets | 27,236 | 27,398 |
Patent | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount, Definite-lived intangible assets | 2,536 | 2,413 |
Accumulated Amortization, Definite-lived intangible assets | (1,670) | (1,535) |
Net Carrying Amount, Definite-lived intangible assets | 866 | 878 |
Trademarks and trade names | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount, Definite-lived intangible assets | 16,437 | 16,410 |
Accumulated Amortization, Definite-lived intangible assets | (3,612) | (3,266) |
Net Carrying Amount, Definite-lived intangible assets | 12,825 | 13,144 |
Net Carrying Amount, Indefinite-lived intangible assets | 17,592 | $ 17,376 |
Impact of foreign currency translation | $ 216 |
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 | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Earnings Per Share [Abstract] | ||
Net earnings attributable to WEX Inc. available for common stockholders – Basic and Diluted | $ 23,086 | $ 22,345 |
Weighted average common shares outstanding – Basic (in shares) | 38,756 | 38,859 |
Unvested restricted stock units (in shares) | 79 | 76 |
Stock options (in shares) | 15 | 17 |
Weighted average common shares outstanding – Diluted (in shares) | 38,850 | 38,952 |
Derivative Instruments - Fuel D
Derivative Instruments - Fuel Derivative Program (Details) | Mar. 31, 2016 |
Price Risk Derivative | |
Derivative [Line Items] | |
Percentage hedged by fuel price derivatives | 20.00% |
Derivative Instruments - Forwar
Derivative Instruments - Forward and Spot Contracts on Foreign Currency Exchange Contracts (Details) - Mar. 31, 2016 NOK in Thousands, AUD in Thousands | NOK | AUD |
Foreign Currency Exchange Contract | Derivatives Not Designated as Hedging Instruments | ||
Derivatives, Fair Value [Line Items] | ||
Aggregate Notional Amount | NOK 40,000 | AUD 15,000 |
Derivative Instruments - Locati
Derivative Instruments - Location and Amounts of Derivative Fair Values in Condensed Consolidated Balance Sheets (Detail) - Derivatives Not Designated as Hedging Instruments - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Commodity contracts | Fuel price derivatives, at fair value | ||
Derivatives, Fair Value [Line Items] | ||
Derivatives Classified as Assets | $ 0 | $ 5,007 |
Derivatives Classified as Liabilities | 0 | 0 |
Foreign currency contracts | ||
Derivatives, Fair Value [Line Items] | ||
Derivatives Classified as Assets | 0 | 0 |
Derivatives Classified as Liabilities | $ 10 | $ 90 |
Derivative Instruments - Loca55
Derivative Instruments - Location and Amounts of Derivative Gains and Losses in Condensed Consolidated Statements of Income (Detail) - Derivatives Not Designated as Hedging Instruments - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Commodity contracts | Net realized and unrealized gain on fuel price derivatives | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Amount of Gain or (Loss) Recognized in Income on Derivative | $ 711 | $ 2,749 |
Foreign Currency Exchange Contract | Net foreign currency (loss) gain | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Amount of Gain or (Loss) Recognized in Income on Derivative | $ (34) | $ 2,752 |
Financing and Other Debt - Addi
Financing and Other Debt - Additional Information (Detail) - USD ($) | Apr. 28, 2015 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 |
Debt Instrument [Line Items] | ||||
Lines of credit | $ 670,969,000 | $ 664,918,000 | ||
Maximum borrowing capacity | 246,000,000 | 257,500,000 | ||
Increase (decrease), net | 11,500,000 | |||
Securitized debt | 75,053,000 | 82,018,000 | ||
Electronic Funds Source LLC | ||||
Debt Instrument [Line Items] | ||||
Lines of credit | 2,125,000,000 | |||
Unik | ||||
Debt Instrument [Line Items] | ||||
Outstanding debt | $ 5,561,000 | 5,046,000 | ||
Weighted average annual interest rate | 13.50% | |||
Line of Credit | ||||
Debt Instrument [Line Items] | ||||
Lines of credit | $ 0 | |||
Maximum borrowing capacity | 246,000,000 | |||
2014 Credit Agreement | Revolving Credit Facility | ||||
Debt Instrument [Line Items] | ||||
Lines of credit | 219,094,000 | |||
Maximum borrowing capacity | $ 700,000,000 | |||
2014 Credit Agreement | Revolving Credit Facility | London Interbank Offered Rate (LIBOR) | ||||
Debt Instrument [Line Items] | ||||
Margin on variable rate | 2.00% | |||
2014 Credit Agreement | Revolving Credit Facility | Prime Rate | ||||
Debt Instrument [Line Items] | ||||
Margin on variable rate | 1.00% | |||
2014 Credit Agreement | Revolving Credit Facility | Eurocurrency Rate | ||||
Debt Instrument [Line Items] | ||||
Margin on variable rate | 2.00% | |||
2014 Credit Agreement | Credit Facility Term Loans | ||||
Debt Instrument [Line Items] | ||||
Lines of credit | $ 451,875,000 | 458,750,000 | ||
2014 Credit Agreement | Credit Facility Term Loans | London Interbank Offered Rate (LIBOR) | ||||
Debt Instrument [Line Items] | ||||
Margin on variable rate | 2.00% | |||
Loan Participations and Assignments | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, aggregate principal amount | $ 45,000,000 | $ 45,000,000 | ||
Loan Participations and Assignments | Minimum | ||||
Debt Instrument [Line Items] | ||||
Range of daily balance | 0 | |||
Loan Participations and Assignments | Maximum | ||||
Debt Instrument [Line Items] | ||||
Range of daily balance | $ 45,000,000 | |||
Securitization Facility | ||||
Debt Instrument [Line Items] | ||||
Term of securitization facility | 1 year | |||
Securitization facility, percentage of receivables used as collateral | 85.00% | |||
Interest rate during period | 2.93% | 2.91% | ||
Interest Expense | Electronic Funds Source LLC | ||||
Debt Instrument [Line Items] | ||||
Line of Credit Facility, Commitment Fee Amount | $ 10,500,000 | |||
Scenario, Forecast | Electronic Funds Source LLC | ||||
Debt Instrument [Line Items] | ||||
Long-term Debt, Monthly Expenses | $ 6,500,000 |
Financing and Other Debt - Sche
Financing and Other Debt - Schedule of Debt Issuance Cost (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Notes outstanding | ||
Line of Credit Facility [Line Items] | ||
Debt Issuance Costs, Net | $ 5,017 | $ 5,200 |
Revolving Credit Facility | ||
Line of Credit Facility [Line Items] | ||
Debt Issuance Costs, Net | $ 4,248 | $ 4,837 |
Fair Value - Assets and Liabili
Fair Value - Assets and Liabilities Measured at Fair Value and Related Hierarchy Levels (Detail) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 | |||
Assets: | |||||
Total available-for-sale securities | $ 19,178 | $ 18,562 | |||
Executive deferred compensation plan trust | 5,905 | [1] | 5,655 | [2] | |
Fuel price derivatives | 5,007 | ||||
Liabilities, Fair Value Disclosure [Abstract] | |||||
Foreign currency swaps | 10 | [3] | 90 | [4] | |
Mortgage-backed securities | |||||
Assets: | |||||
Total available-for-sale securities | 633 | 650 | |||
Asset-backed securities | |||||
Assets: | |||||
Total available-for-sale securities | 778 | 848 | |||
Municipal bonds | |||||
Assets: | |||||
Total available-for-sale securities | 778 | 398 | |||
Equity securities | |||||
Assets: | |||||
Total available-for-sale securities | 16,989 | 16,666 | |||
Fuel Price Derivatives Unleaded | |||||
Assets: | |||||
Fuel price derivatives | [5] | 3,083 | |||
Fuel price derivatives – diesel | |||||
Assets: | |||||
Fuel price derivatives | [5] | 1,924 | |||
Quoted Prices in Active Markets for Identical Assets (Level1) | |||||
Assets: | |||||
Total available-for-sale securities | 16,989 | 16,666 | |||
Executive deferred compensation plan trust | 5,905 | [1] | 5,655 | [2] | |
Liabilities, Fair Value Disclosure [Abstract] | |||||
Foreign currency swaps | 0 | [3] | 0 | [4] | |
Quoted Prices in Active Markets for Identical Assets (Level1) | Equity securities | |||||
Assets: | |||||
Total available-for-sale securities | 16,989 | 16,666 | |||
Significant Other Observable Inputs (Level 2) | |||||
Assets: | |||||
Total available-for-sale securities | 2,189 | 1,896 | |||
Fuel price derivatives | 3,083 | ||||
Liabilities, Fair Value Disclosure [Abstract] | |||||
Foreign currency swaps | 10 | [3] | 90 | [4] | |
Significant Other Observable Inputs (Level 2) | Mortgage-backed securities | |||||
Assets: | |||||
Total available-for-sale securities | 633 | 650 | |||
Significant Other Observable Inputs (Level 2) | Asset-backed securities | |||||
Assets: | |||||
Total available-for-sale securities | 778 | 848 | |||
Significant Other Observable Inputs (Level 2) | Municipal bonds | |||||
Assets: | |||||
Total available-for-sale securities | 778 | 398 | |||
Significant Other Observable Inputs (Level 2) | Fuel Price Derivatives Unleaded | |||||
Assets: | |||||
Fuel price derivatives | [5] | 3,083 | |||
Significant Other Observable Inputs (Level 3) | |||||
Assets: | |||||
Fuel price derivatives | 1,924 | ||||
Liabilities, Fair Value Disclosure [Abstract] | |||||
Foreign currency swaps | $ 0 | [3] | 0 | [4] | |
Significant Other Observable Inputs (Level 3) | Fuel price derivatives – diesel | |||||
Assets: | |||||
Fuel price derivatives | [5] | $ 1,924 | |||
[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 fair value of these instruments is recorded in Accounts payable. | ||||
[4] | The fair value of these instruments is recorded in Accounts payable. | ||||
[5] | The balance sheet presentation combines unleaded fuel and diesel fuel positions. |
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 - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Beginning balance | $ 1,924 | $ 11,848 | |
Total gains and (losses) – realized/unrealized | |||
Included in earnings | [1] | (1,924) | (1,587) |
Included in other comprehensive income | 0 | 0 | |
Purchases, issuances and settlements | 0 | ||
Transfers (in)/out of Level 3 | 0 | ||
Ending balance | $ 0 | $ 10,261 | |
[1] | Gains and losses (realized and unrealized) associated with fuel price derivatives, included in earnings for the three months ended March 31, 2016 and 2015, are reported in net realized and unrealized losses on fuel price derivatives on the unaudited condensed consolidated statements of income. |
Fair Value - Additional Informa
Fair Value - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2016 | Dec. 31, 2015 | |
Fair Value Disclosures [Abstract] | ||
Notes, Loans and Financing Receivable, Gross, Noncurrent | $ 400,000 | |
Debt Instrument, Fee | 5,017 | 5,200 |
Notes outstanding, fair value | $ 352,000 | $ 366,000 |
Accumulated Other Comprehensi61
Accumulated Other Comprehensive Loss - Reconciliation of Accumulated Other Comprehensive Loss (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | ||
Beginning balance | $ (103,451) | |
Ending balance | (92,969) | |
Unrealized Gains and Losses on Available- for-Sale Securities | ||
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | ||
Beginning balance | (212) | $ (129) |
Other comprehensive income (loss) | 164 | 91 |
Ending balance | (48) | (38) |
Accumulated Other Comprehensive Income (Loss), Tax | 3,821 | 2,155 |
Foreign Currency Items | ||
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | ||
Beginning balance | (103,239) | (50,452) |
Other comprehensive income (loss) | 10,318 | (24,683) |
Ending balance | $ (92,921) | $ (75,135) |
Non-controlling Interests - Add
Non-controlling Interests - Additional Information (Detail) - USD ($) $ in Thousands | Aug. 31, 2015 | Dec. 01, 2014 | Aug. 30, 2012 |
Unik | |||
Noncontrolling Interest [Line Items] | |||
Percent of ownership interest acquired | 49.00% | 51.00% | |
Noncontrolling interest, decrease from redemptions or purchase of interests | $ 46,018 | ||
WEX Europe Services | |||
Noncontrolling Interest [Line Items] | |||
Percent of ownership interest acquired | 75.00% |
Non-controlling Interests - Red
Non-controlling Interests - Redeemable Noncontrolling Interests (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Reconcilliation of Redeemable Noncontrolling Interest [Roll Forward] | ||
Balance, beginning of period | $ 16,590 | |
Net loss attributable to redeemable non-controlling interest | (11) | |
Currency translation adjustment | (2,932) | |
Ending balance | 13,647 | |
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward] | ||
Balance, beginning of period | $ 12,437 | |
Net gain (loss) attributable to non-controlling interest | 135 | (2,312) |
Ending balance | 13,028 | |
WEX Europe Services | ||
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward] | ||
Balance, beginning of period | 12,437 | 17,396 |
Net gain (loss) attributable to non-controlling interest | 135 | (2,301) |
Currency translation adjustment | 456 | (1,451) |
Ending balance | $ 13,028 | $ 13,644 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Income Tax Disclosure [Abstract] | ||
Undistributed earnings of certain foreign subsidiaries | $ 15,963 | $ 13,230 |
Restructuring - Additional Info
Restructuring - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Restructuring Reserve | ||
Beginning balance | $ 7,249 | $ 0 |
Restructuring charges | 1,589 | 8,559 |
Cash paid | (647) | 0 |
Impact of foreign currency translation | 315 | 0 |
Ending balance | $ 8,506 | $ 8,559 |
Segment Information - Additiona
Segment Information - Additional Information (Detail) - Segment | 3 Months Ended | 9 Months Ended | |
Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | |
Segment Reporting [Abstract] | |||
Number of reportable segments | 3 | 3 | 2 |
Segment Information - Reportabl
Segment Information - Reportable Segment Results (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Segment Reporting Information [Line Items] | ||
Total revenues | $ 205,928 | $ 202,285 |
Adjusted Pre-Tax Income before NCI | 59,064 | 70,967 |
Operating Segments | ||
Segment Reporting Information [Line Items] | ||
Total revenues | 205,928 | 202,285 |
Operating Interest Expense | 1,386 | 1,579 |
Depreciation and Amortization | 9,618 | 9,228 |
Operating Segments | Fleet Solutions Segment | ||
Segment Reporting Information [Line Items] | ||
Total revenues | 121,074 | 128,490 |
Operating Interest Expense | 422 | 740 |
Depreciation and Amortization | 7,320 | 7,458 |
Adjusted Pre-Tax Income before NCI | 32,812 | 45,284 |
Operating Segments | Travel and Corporate Solutions | ||
Segment Reporting Information [Line Items] | ||
Total revenues | 45,142 | 43,073 |
Operating Interest Expense | 552 | 0 |
Depreciation and Amortization | 356 | 346 |
Adjusted Pre-Tax Income before NCI | 19,991 | 19,288 |
Operating Segments | Health and employee benefit solutions | ||
Segment Reporting Information [Line Items] | ||
Total revenues | 39,712 | 30,722 |
Operating Interest Expense | 412 | 839 |
Depreciation and Amortization | 1,942 | 1,424 |
Adjusted Pre-Tax Income before NCI | $ 6,261 | $ 6,395 |
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 | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Segment Reporting [Abstract] | ||
Adjusted Pre-Tax Income before NCI | $ 59,064 | $ 70,967 |
Acquisition and divestiture related items | (27,945) | (10,944) |
Stock-based compensation | (4,243) | (3,218) |
Restructuring costs | (1,589) | (8,559) |
Changes in unrealized fuel price derivatives | (5,007) | (9,345) |
Net foreign currency remeasurement gain (loss) | 16,124 | (4,376) |
Income before income taxes | $ 36,404 | $ 34,525 |
Pending AFS Acquisition (Detail
Pending AFS Acquisition (Details) - USD ($) shares in Thousands, $ in Thousands | Oct. 18, 2015 | Dec. 31, 2015 | Mar. 31, 2016 |
Business Acquisition [Line Items] | |||
Lines of credit | $ 664,918 | $ 670,969 | |
Electronic Funds Source LLC | |||
Business Acquisition [Line Items] | |||
Consideration transferred, cash | $ 1,100,000 | ||
Consideration transferred, shares | 4,012 | ||
Percent of ownership interest acquired | 9.40% | ||
Consideration transferred, termination fee | 45,000 | ||
Consideration transferred, antitrust termination fee | 70,000 | ||
Lines of credit | 2,125,000 | ||
Credit Facility Term Loans | Electronic Funds Source LLC | |||
Business Acquisition [Line Items] | |||
Lines of credit | $ 1,775,000 | ||
Debt instrument, term | 7 years | ||
Revolving Credit Facility | Electronic Funds Source LLC | |||
Business Acquisition [Line Items] | |||
Lines of credit | $ 350,000 | ||
Debt instrument, term | 5 years |