Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2020 | Oct. 29, 2020 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2020 | |
Document Transition Report | false | |
Entity File Number | 001-32426 | |
Entity Registrant Name | WEX Inc. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 01-0526993 | |
Entity Address, Address Line One | 1 Hancock St., | |
Entity Address, City or Town | Portland, | |
Entity Address, State or Province | ME | |
Entity Address, Postal Zip Code | 04101 | |
City Area Code | 207 | |
Local Phone Number | 773–8171 | |
Title of 12(b) Security | Common Stock, $0.01 par value | |
Trading Symbol | WEX | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 44,130,035 | |
Entity Central Index Key | 0001309108 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Revenues | ||||
Total revenues | $ 382,116 | $ 459,963 | $ 1,160,879 | $ 1,283,646 |
Cost of services | ||||
Processing costs | 102,244 | 98,296 | 307,152 | 288,896 |
Service fees | 10,881 | 14,905 | 34,335 | 43,348 |
Provision for credit losses | 12,283 | 14,847 | 66,851 | 47,470 |
Operating interest | 5,262 | 11,508 | 20,151 | 31,765 |
Depreciation and amortization | 26,202 | 26,123 | 76,115 | 68,206 |
Total cost of services | 156,872 | 165,679 | 504,604 | 479,685 |
General and administrative | 73,131 | 65,423 | 197,432 | 206,075 |
Sales and marketing | 64,592 | 73,689 | 188,118 | 210,639 |
Loss on sale of subsidiary | 46,362 | 0 | 46,362 | 0 |
Depreciation and amortization | 39,314 | 36,861 | 118,907 | 105,264 |
Operating income | 1,845 | 118,311 | 105,456 | 281,983 |
Financing interest expense | (40,950) | (34,549) | (101,813) | (101,299) |
Net foreign currency loss | (784) | (16,528) | (31,973) | (13,748) |
Net unrealized gain (loss) on financial instruments | 3,774 | (5,650) | (32,115) | (39,078) |
(Loss) income before income taxes | (36,115) | 61,584 | (60,445) | 127,858 |
Income tax provision (benefit) | 21,602 | 19,137 | (3,852) | 37,352 |
Net (loss) income | (57,717) | 42,447 | (56,593) | 90,506 |
Less: Net income (loss) from non-controlling interests | 1,244 | (631) | 3,282 | (233) |
Net (loss) income attributable to WEX Inc. | (58,961) | 43,078 | (59,875) | 90,739 |
Change in value of redeemable non-controlling interest | (6,879) | (28,459) | 50,437 | (46,179) |
Net (loss) income attributable to shareholders | $ (65,840) | $ 14,619 | $ (9,438) | $ 44,560 |
Net (loss) income attributable to shareholders per share: | ||||
Basic (in dollars per share) | $ (1.49) | $ 0.34 | $ (0.22) | $ 1.03 |
Diluted (in dollars per share) | $ (1.49) | $ 0.33 | $ (0.22) | $ 1.02 |
Weighted average common shares outstanding: | ||||
Basic (in shares) | 44,166 | 43,349 | 43,720 | 43,300 |
Diluted (in shares) | 44,166 | 43,811 | 43,720 | 43,715 |
Payment processing revenue | ||||
Revenues | ||||
Total revenues | $ 171,077 | $ 224,756 | $ 522,575 | $ 626,380 |
Account servicing revenue | ||||
Revenues | ||||
Total revenues | 112,417 | 109,205 | 335,736 | 303,183 |
Finance fee revenue | ||||
Revenues | ||||
Total revenues | 46,307 | 66,382 | 144,945 | 175,667 |
Other revenue | ||||
Revenues | ||||
Total revenues | $ 52,315 | $ 59,620 | $ 157,623 | $ 178,416 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Statement of Comprehensive Income [Abstract] | ||||
Net (loss) income | $ (57,717) | $ 42,447 | $ (56,593) | $ 90,506 |
Foreign currency translation | 15,147 | (15,333) | (2,913) | (15,317) |
Comprehensive (loss) income | (42,570) | 27,114 | (59,506) | 75,189 |
Less: Comprehensive income (loss) attributable to non-controlling interests | 1,676 | (1,052) | 3,466 | (681) |
Comprehensive (loss) income attributable to WEX Inc. | $ (44,246) | $ 28,166 | $ (62,972) | $ 75,870 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Assets | ||
Cash and cash equivalents | $ 1,521,622 | $ 810,932 |
Restricted cash | 193,615 | 170,449 |
Accounts receivable (net of allowances of $54,265 in 2020 and $52,274 in 2019) | 2,151,741 | 2,661,108 |
Securitized accounts receivable, restricted | 97,522 | 112,192 |
Prepaid expenses and other current assets | 66,589 | 87,694 |
Total current assets | 4,031,089 | 3,842,375 |
Property, equipment and capitalized software (net of accumulated depreciation of $407,081 in 2020 and $344,212 in 2019) | 193,165 | 212,475 |
Goodwill | 2,431,147 | 2,441,201 |
Other intangible assets (net of accumulated amortization of $785,162 in 2020 and $666,793 in 2019) | 1,444,696 | 1,575,050 |
Investment securities | 31,259 | 30,460 |
Deferred income taxes, net | 8,514 | 12,833 |
Other assets | 174,042 | 184,024 |
Total assets | 8,313,912 | 8,298,418 |
Liabilities and Stockholders’ Equity | ||
Accounts payable | 893,766 | 969,816 |
Accrued expenses | 322,388 | 315,642 |
Restricted cash payable | 193,615 | 170,449 |
Short-term deposits | 1,080,136 | 1,310,813 |
Short-term debt, net | 127,084 | 248,531 |
Other current liabilities | 55,420 | 34,692 |
Total current liabilities | 2,672,409 | 3,049,943 |
Long-term debt, net | 2,879,474 | 2,686,513 |
Long-term deposits | 211,775 | 143,399 |
Deferred income taxes, net | 211,555 | 218,740 |
Other liabilities | 134,476 | 106,422 |
Total liabilities | 6,109,689 | 6,205,017 |
Commitments and contingencies (Note 16) | ||
Redeemable non-controlling interest | 107,220 | 156,879 |
Stockholders’ Equity | ||
Common stock $0.01 par value; 175,000 shares authorized; 48,550 shares issued in 2020 and 47,749 in 2019; 44,122 shares outstanding in 2020 and 43,321 in 2019 | 485 | 477 |
Additional paid-in capital | 848,684 | 675,060 |
Retained earnings | 1,521,176 | 1,539,201 |
Accumulated other comprehensive loss | (113,073) | (115,449) |
Treasury stock at cost; 4,428 shares in 2020 and 2019 | (172,342) | (172,342) |
Total WEX Inc. stockholders’ equity | 2,084,930 | 1,926,947 |
Non-controlling interest | 12,073 | 9,575 |
Total stockholders’ equity | 2,097,003 | 1,936,522 |
Total liabilities and stockholders’ equity | $ 8,313,912 | $ 8,298,418 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Statement of Financial Position [Abstract] | ||
Accounts receivable, reserve for credit losses | $ 54,265 | $ 52,274 |
Property, equipment and capitalized software, accumulated depreciation | 407,081 | 344,212 |
Accumulated amortization | $ 785,162 | $ 666,793 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 175,000,000 | 175,000,000 |
Common stock, shares issued | 48,550,000 | 47,749,000 |
Common stock, shares outstanding (in shares) | 44,122,000 | 43,321,000 |
Treasury stock, shares (in shares) | 4,428,000 | 4,428,000 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) shares in Thousands, $ in Thousands | Total | Cumulative Effect, Period of Adoption, Adjustment | [1] | Cumulative Effect, Period of Adoption, Adjusted Balance | Common Stock Issued | Common Stock IssuedCumulative Effect, Period of Adoption, Adjusted Balance | Additional Paid-in Capital | Additional Paid-in CapitalCumulative Effect, Period of Adoption, Adjusted Balance | Accumulated Other Comprehensive Loss | Accumulated Other Comprehensive LossCumulative Effect, Period of Adoption, Adjusted Balance | Treasury Stock | Treasury StockCumulative Effect, Period of Adoption, Adjusted Balance | Retained Earnings | Retained EarningsCumulative Effect, Period of Adoption, Adjustment | [1] | Retained EarningsCumulative Effect, Period of Adoption, Adjusted Balance | Non-Controlling Interest | Non-Controlling InterestCumulative Effect, Period of Adoption, Adjustment | [1] | Non-Controlling InterestCumulative Effect, Period of Adoption, Adjusted Balance |
Beginning Balance (in shares) at Dec. 31, 2018 | 47,557 | |||||||||||||||||||
Beginning balance at Dec. 31, 2018 | $ 1,795,924 | $ 475 | $ 593,262 | $ (117,291) | $ (172,342) | $ 1,481,593 | $ 10,227 | |||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||||
Stock issued (in shares) | 117 | |||||||||||||||||||
Stock issued | 405 | $ 1 | 404 | |||||||||||||||||
Share repurchases for tax withholdings | (9,723) | (9,723) | ||||||||||||||||||
Stock-based compensation expense | 9,703 | 9,703 | ||||||||||||||||||
Adjustment / Change in value of redeemable non-controlling interest | 0 | 41,400 | (41,400) | |||||||||||||||||
Foreign currency translation | 4,371 | 4,409 | (38) | |||||||||||||||||
Net income (loss) | 16,208 | 16,134 | 74 | |||||||||||||||||
Ending Balance (in shares) at Mar. 31, 2019 | 47,674 | |||||||||||||||||||
Ending balance at Mar. 31, 2019 | $ 1,816,888 | $ 476 | 635,046 | (112,882) | (172,342) | 1,456,327 | 10,263 | |||||||||||||
Accounting Standards Update [Extensible List] | us-gaap:AccountingStandardsUpdate201613Member | |||||||||||||||||||
Beginning Balance (in shares) at Dec. 31, 2018 | 47,557 | |||||||||||||||||||
Beginning balance at Dec. 31, 2018 | $ 1,795,924 | $ 475 | 593,262 | (117,291) | (172,342) | 1,481,593 | 10,227 | |||||||||||||
Ending Balance (in shares) at Dec. 31, 2019 | 47,749 | 47,749 | ||||||||||||||||||
Ending balance at Dec. 31, 2019 | 1,936,522 | $ (8,777) | $ 1,927,745 | $ 477 | $ 477 | 675,060 | $ 675,060 | (115,449) | $ (115,449) | (172,342) | $ (172,342) | 1,539,201 | $ (8,587) | $ 1,530,614 | 9,575 | $ (190) | $ 9,385 | |||
Beginning Balance (in shares) at Mar. 31, 2019 | 47,674 | |||||||||||||||||||
Beginning balance at Mar. 31, 2019 | 1,816,888 | $ 476 | 635,046 | (112,882) | (172,342) | 1,456,327 | 10,263 | |||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||||
Stock issued (in shares) | 27 | |||||||||||||||||||
Stock issued | 1,876 | $ 1 | 1,875 | |||||||||||||||||
Share repurchases for tax withholdings | (135) | (135) | ||||||||||||||||||
Stock-based compensation expense | 15,158 | 15,158 | ||||||||||||||||||
Adjustment / Change in value of redeemable non-controlling interest | (17,720) | (17,720) | ||||||||||||||||||
Foreign currency translation | (4,355) | (4,366) | 11 | |||||||||||||||||
Net income (loss) | 31,851 | 31,527 | 324 | |||||||||||||||||
Ending Balance (in shares) at Jun. 30, 2019 | 47,701 | |||||||||||||||||||
Ending balance at Jun. 30, 2019 | 1,843,563 | $ 477 | 651,944 | (117,248) | (172,342) | 1,470,134 | 10,598 | |||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||||
Stock issued (in shares) | 16 | |||||||||||||||||||
Stock issued | 1,198 | 1,198 | ||||||||||||||||||
Share repurchases for tax withholdings | (181) | (181) | ||||||||||||||||||
Stock-based compensation expense | 8,735 | 8,735 | ||||||||||||||||||
Adjustment / Change in value of redeemable non-controlling interest | (28,459) | (28,459) | ||||||||||||||||||
Foreign currency translation | (15,333) | (14,912) | (421) | |||||||||||||||||
Net income (loss) | 42,447 | 43,078 | (631) | |||||||||||||||||
Ending Balance (in shares) at Sep. 30, 2019 | 47,717 | |||||||||||||||||||
Ending balance at Sep. 30, 2019 | 1,851,970 | $ 477 | 661,696 | (132,160) | (172,342) | 1,484,753 | 9,546 | |||||||||||||
Beginning Balance (in shares) at Dec. 31, 2019 | 47,749 | 47,749 | ||||||||||||||||||
Beginning balance at Dec. 31, 2019 | 1,936,522 | (8,777) | 1,927,745 | $ 477 | $ 477 | 675,060 | 675,060 | (115,449) | (115,449) | (172,342) | (172,342) | 1,539,201 | (8,587) | 1,530,614 | 9,575 | (190) | 9,385 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||||
Stock issued (in shares) | 189 | |||||||||||||||||||
Stock issued | 1,952 | $ 2 | 1,950 | |||||||||||||||||
Share repurchases for tax withholdings | (8,817) | (8,817) | ||||||||||||||||||
Stock-based compensation expense | 12,533 | 12,533 | ||||||||||||||||||
Adjustment / Change in value of redeemable non-controlling interest | (2,624) | (2,624) | ||||||||||||||||||
Foreign currency translation | (41,404) | (40,935) | (469) | |||||||||||||||||
Net income (loss) | (12,411) | (13,632) | 1,221 | |||||||||||||||||
Ending Balance (in shares) at Mar. 31, 2020 | 47,938 | |||||||||||||||||||
Ending balance at Mar. 31, 2020 | 1,876,974 | $ 479 | 680,726 | (156,384) | (172,342) | 1,514,358 | 10,137 | |||||||||||||
Beginning Balance (in shares) at Dec. 31, 2019 | 47,749 | 47,749 | ||||||||||||||||||
Beginning balance at Dec. 31, 2019 | 1,936,522 | $ (8,777) | $ 1,927,745 | $ 477 | $ 477 | 675,060 | $ 675,060 | (115,449) | $ (115,449) | (172,342) | $ (172,342) | 1,539,201 | $ (8,587) | $ 1,530,614 | 9,575 | $ (190) | $ 9,385 | |||
Ending Balance (in shares) at Sep. 30, 2020 | 48,550 | |||||||||||||||||||
Ending balance at Sep. 30, 2020 | 2,097,003 | $ 485 | 848,684 | (113,073) | (172,342) | 1,521,176 | 12,073 | |||||||||||||
Beginning Balance (in shares) at Mar. 31, 2020 | 47,938 | |||||||||||||||||||
Beginning balance at Mar. 31, 2020 | 1,876,974 | $ 479 | 680,726 | (156,384) | (172,342) | 1,514,358 | 10,137 | |||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||||
Stock issued (in shares) | 5 | |||||||||||||||||||
Stock issued | 184 | 184 | ||||||||||||||||||
Share repurchases for tax withholdings | (76) | (76) | ||||||||||||||||||
Stock-based compensation expense | 14,219 | 14,219 | ||||||||||||||||||
Adjustment / Change in value of redeemable non-controlling interest | 59,940 | 59,940 | ||||||||||||||||||
Foreign currency translation | 23,344 | 23,123 | 221 | |||||||||||||||||
Net income (loss) | 13,294 | 12,718 | 576 | |||||||||||||||||
Ending Balance (in shares) at Jun. 30, 2020 | 47,943 | |||||||||||||||||||
Ending balance at Jun. 30, 2020 | 1,987,879 | $ 479 | 695,053 | (133,261) | (172,342) | 1,587,016 | 10,934 | |||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||||
Stock issued (in shares) | 30 | |||||||||||||||||||
Stock issued | 2,091 | 2,091 | ||||||||||||||||||
Fair value of stock issued through private placement (in shares) | 577 | |||||||||||||||||||
Fair value of stock issued through private placement | 92,976 | $ 6 | 92,970 | |||||||||||||||||
Share repurchases for tax withholdings | (378) | (378) | ||||||||||||||||||
Equity component of the convertible notes | 41,066 | 41,066 | ||||||||||||||||||
Stock-based compensation expense | 17,882 | 17,882 | ||||||||||||||||||
Adjustment / Change in value of redeemable non-controlling interest | (6,879) | (6,879) | ||||||||||||||||||
Transfer of cumulative translation adjustment on the sale of subsidiary | 5,473 | 5,473 | ||||||||||||||||||
Foreign currency translation | 15,147 | 14,715 | 432 | |||||||||||||||||
Net income (loss) | (58,254) | (58,961) | 707 | |||||||||||||||||
Ending Balance (in shares) at Sep. 30, 2020 | 48,550 | |||||||||||||||||||
Ending balance at Sep. 30, 2020 | $ 2,097,003 | $ 485 | $ 848,684 | $ (113,073) | $ (172,342) | $ 1,521,176 | $ 12,073 | |||||||||||||
[1] | Reflects the impact of the Company’s modified retrospective adoption of ASU 2016-13 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (Parenthetical) $ in Thousands | 3 Months Ended |
Sep. 30, 2020USD ($) | |
Statement of Stockholders' Equity [Abstract] | |
Payments for issuance of private placement | $ 968 |
Debt financing costs | 570 |
Income tax effect allocated directly to equity | $ 13,623 |
CONDENSED CONSOLIDATED STATEM_5
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | ||
Cash flows from operating activities | |||
Net (loss) income | $ (56,593) | $ 90,506 | |
Adjustments to reconcile net income to net cash provided by (used for) operating activities: | |||
Net unrealized loss | 54,661 | 43,618 | |
Stock-based compensation | 44,634 | 33,596 | |
Depreciation and amortization | 195,022 | 173,470 | |
Loss on sale of subsidiary | 46,362 | 0 | |
Debt issuance cost amortization | 9,464 | 7,561 | |
(Benefit) provision for deferred taxes | (16,514) | 5,842 | |
Provision for credit losses | 66,851 | 47,470 | |
Changes in operating assets and liabilities, net of effects of acquisitions: | |||
Accounts receivable and securitized accounts receivable | 406,095 | (589,127) | |
Prepaid expenses and other current and other long-term assets | (892) | 30,856 | |
Accounts payable | (48,528) | 412,700 | |
Accrued expenses and restricted cash payable | 46,367 | (15,208) | |
Income taxes | 23,697 | (15,020) | |
Other current and other long-term liabilities | 3,830 | (14,170) | |
Amounts due under tax receivable agreement | 0 | (6,859) | |
Net cash provided by operating activities | 774,456 | 205,235 | |
Cash flows from investing activities | |||
Purchases of property, equipment and capitalized software | (59,651) | (79,095) | |
Cash paid on sale of subsidiary | (15,957) | 0 | |
Acquisitions, net of cash acquired | 0 | (838,006) | |
Distribution of equity investment | 837 | 0 | |
Purchases of investment securities | (356) | (5,430) | |
Maturities of investment securities | 169 | 219 | |
Net cash used for investing activities | (74,958) | (922,312) | |
Cash flows from financing activities | |||
Repurchase of share-based awards to satisfy tax withholdings | (9,271) | (10,039) | |
Proceeds from stock option exercises | 4,227 | 3,479 | |
Net change in deposits | (163,036) | 297,957 | |
Net activity on other debt | (86,916) | (85,750) | |
Borrowings on revolving credit facility | 300,000 | 1,267,704 | |
Repayments on revolving credit facility | (300,000) | (1,265,251) | |
Borrowings on term loans | 0 | 688,991 | |
Repayments on term loans | (48,458) | (48,177) | |
Proceeds from issuance of convertible notes | 299,150 | 0 | |
Proceeds from issuance of common stock | 90,000 | 0 | |
Issuance costs | (11,836) | (3,443) | |
Net change in securitized debt | (31,594) | (7,766) | |
Net cash provided by financing activities | 42,266 | 837,705 | |
Effect of exchange rates on cash, cash equivalents and restricted cash | (7,908) | (4,464) | |
Net change in cash, cash equivalents and restricted cash | 733,856 | 116,164 | |
Cash, cash equivalents and restricted cash at beginning of period | [1] | 981,381 | 555,031 |
Cash, cash equivalents and restricted cash at end of period | [1] | 1,715,237 | 671,195 |
Supplemental disclosure of non-cash investing and financing activities | |||
Capital expenditures incurred but not paid | 2,087 | 1,602 | |
Amounts included in loss on sale of subsidiary but not paid | 6,514 | 0 | |
Cash, Cash Equivalents, Restricted Cash And Restricted Cash Equivalents [Roll Forward] | |||
Cash and cash equivalents at beginning of period | 810,932 | 541,498 | |
Restricted cash at beginning of period | 170,449 | 13,533 | |
Cash, cash equivalents and restricted cash at beginning of period | [1] | 981,381 | 555,031 |
Cash and cash equivalents at end of period | 1,521,622 | 531,410 | |
Restricted cash at end of period | 193,615 | 139,785 | |
Cash, cash equivalents and restricted cash at end of period | [1] | $ 1,715,237 | $ 671,195 |
[1] | The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within our condensed consolidated balance sheets to amounts within our condensed consolidated statements of cash flows. |
Basis of Presentation
Basis of Presentation | 9 Months Ended |
Sep. 30, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | 1. Basis of Presentation Basis of Presentation 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. Accordingly, they do not include all information and notes required by GAAP for complete financial statements. 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, 2019, filed with the SEC on February 28, 2020. In the opinion of management, all adjustments considered necessary for a fair presentation, which are of a normal recurring nature, have been included. Operating results for the three and nine months ended September 30, 2020 are not necessarily indicative of the results for any future periods or the year ending December 31, 2020. With the exception of accounting policies over credit loss reserves, which were impacted by the adoption of ASU 2016–13 effective January 1, 2020 (refer to Note 2, Recent Accounting Pronouncements), we have applied the same accounting policies in preparing these quarterly financial statements as we did in preparing our 2019 annual financial statements. The Company rounds amounts in the unaudited condensed consolidated financial statements to thousands and calculates all per-share data from underlying whole-dollar amounts. Thus, certain amounts may not foot, crossfoot or recalculate based on reported numbers due to rounding. COVID-19 Pandemic Response and Impact A novel strain of coronavirus (COVID-19) was first identified in Wuhan, China in January 2020, and subsequently declared a global pandemic by the World Health Organization on March 11, 2020. During the first quarter of 2020, the Company took a number of precautionary steps to safeguard its business and employees from the effects of COVID-19 including restricting business travel, temporarily closing offices and canceling participation in various industry events. These precautionary steps have largely remained in force through the third quarter of 2020 as the Company continues to closely track and assess the rapidly evolving effect of the pandemic. The Company is actively managing its responses in collaboration with its employees, customers and suppliers. The spread of COVID-19, and conditions arising in connection with it, including restrictions on businesses and individuals and wider changes in business and customer behavior, have had a negative impact on the Company’s businesses during the three and nine months ended September 30, 2020. The following describes these impacts by reportable segment: Fleet Solutions — Lower average domestic fuel prices and volumes have negatively impacted the Fleet Solutions segment compared to the prior year, primarily resulting from a decrease in demand in connection with the COVID-19 pandemic. While overall segment volumes have increased from their April 2020 lows through September 30, 2020, we began to see these improvements level off in the third quarter of 2020. Although the full extent of the COVID-19 pandemic and its future impact on the Fleet Solutions segment operations is uncertain, we expect stabilization to continue through at least the remainder of the year. Travel and Corporate Solutions — The Travel and Corporate Solutions segment has been the most impacted by the COVID-19 pandemic relative to the Company's other segments, as the pandemic has resulted in a significant decline in worldwide travel and tourism. These disruptions are expected to have a continuing impact on the Company’s Travel and Corporate Solutions segment operating results for at least the remainder of the year, although the full extent of the COVID-19 pandemic and its future impact on the Travel and Corporate Solutions segment's operations is uncertain. Health and Employee Benefit Solutions — While purchase volume for our U.S. Health business was challenged by the pandemic during the second quarter of 2020 as customers deferred non-essential medical treatments, it trended upwards throughout the third quarter of 2020. However, the continued deferment of non-essential medical treatments kept health purchase volumes flat compared to the prior year quarter. Although the full extent of the COVID-19 pandemic and its future impact on the Health and Employee Benefit Solutions segment operations is uncertain, we expect stabilization to continue through at least the remainder of the year. In connection with these adverse impacts, the Company evaluated the effects of COVID-19 on its goodwill and long-lived asset groups and determined no impairment was required during the three or nine months ended September 30, 2020. The evaluation for impairment requires the use of estimates about future cash flows and such estimates are, by their nature, subjective. The full impact of COVID-19 on the Company's business, operations and the global economy as a whole is unknown and cannot be reasonably estimated. We believe the assumptions and estimates used as of September 30, 2020, are reasonable based on what we know today, however, the duration of the pandemic will require us to continually reassess the assumptions and estimates each reporting period, and changes in these assumptions and estimates could result in impairment charges in the future. Adoption of a New Accounting Standard The Company adopted Topic 326 on January 1, 2020, utilizing the modified-retrospective approach, under which prior period comparable financial information was not adjusted. Topic 326 amends the impairment model by requiring entities to use a forward-looking approach based on expected losses rather than incurred losses to estimate credit losses on certain types of financial instruments, including trade receivables and off-balance sheet credit exposures. See Note 2, Recent Accounting Pronouncements, for further information regarding this new accounting standard. The following table illustrates the adoption impact of Topic 326: January 1, 2020 (In thousands) Prior to Adoption Impact of As Reported Allowance for accounts receivable 1 $ 52,274 $ 11,577 $ 63,851 Deferred income taxes, net (within total assets) $ 12,833 $ 570 $ 13,403 Deferred income taxes, net (within total liabilities) $ 218,740 $ (2,230) $ 216,510 Retained earnings $ 1,539,201 $ (8,587) $ 1,530,614 Non-controlling interest $ 9,575 $ (190) $ 9,385 1 This impact does not reflect the economic disruption resulting from the COVID-19 pandemic since it occurred subsequent to January 1, 2020. Allowance for Accounts Receivable The allowance for accounts receivable reflects management’s current estimate of uncollectible balances on its accounts receivable and consists primarily of reserves for credit losses. As a result of the adoption of Topic 326, the reserve for expected credit losses includes both a quantitative and qualitative reserve component. The quantitative component is primarily calculated using an analytic model, which includes the consideration of historical loss experience and past events to calculate actual loss-rates at the portfolio level. It also includes reserves against specific customer account balances determined to be at risk for non-collection based on customer information including delinquency, changes in payment patterns and other information. The qualitative component is determined through analyzing recent trends in economic indicators and other current and forecasted information to determine whether loss-rates are expected to change significantly in comparison to historical loss-rates at the portfolio level. When such indicators are forecasted to trend a predetermined amount from the historical median, the Company qualitatively determines what impact, if any, the trends are expected to have on the reserve for expected credit losses. Economic indicators include consumer price indexes, consumer spending and unemployment trends, among others. See Note 6, Accounts Receivable, for discussion regarding the adjustments made during the three and nine months ended September 30, 2020 as a result of these assessments. Accounts receivable are evaluated for impairment on a pooling basis based on similar risk characteristics including industry of the borrower, historical or expected credit loss patterns, risk ratings or classification, and geographic location. As a result of this evaluation, our portfolio segments consist of the following: • Fleet Solutions - The majority of the customer base consists of companies within the transportation, logistics and fleet industries. The associated credit losses by customer are generally low, however, the Fleet Solutions segment has historically comprised the majority of the Company’s provision for credit loss. Credit losses generally correlate with changes in consumer price indices and other indices that measure trends and volatility including the Institute of Supply Management Purchasing Index and the U.S. Volatility Index. • Travel and Corporate Solutions - The customer base is comprised of businesses operating in a wide range of industries including large online travel agencies. With the exception of the Noventis portfolio, which has minimal credit risk due to its business model and collection terms, the associated credit losses are sporadic and closely correlate with trends in consumer metrics, including consumer spending and the consumer price index. • Health and Employee Benefit Solutions - The customer base includes third-party administrators, individual employers and employees. The associated credit losses are generally low. Prior to the sale of WEX Latin America, the Company maintained credit exposure on certain associated receivables not sold to the securitization fund and accordingly established an allowance for credit losses, which was included in the Health and Employee Benefit Solutions balance. When individual accounts receivable exhibit elevated credit risk characteristics as a result of bankruptcies, disputes, conversations with customers, or other significant credit loss events, they are assessed individual credit loss estimates. Assumptions regarding expected credit losses are reviewed each reporting period and may be impacted by actual performance of accounts receivable and changes in any of the factors discussed above. The allowance for accounts receivable also includes reserves for waived finance fees, which are used to maintain customer goodwill and recorded against the late fee revenue recognized, as well as reserves for fraud losses. Management monitors known and suspected fraudulent activity identified by the Company, as well as fraudulent claims reported by customers, in estimating the reserve for expected fraud losses. Off-Balance Sheet Arrangements The Company has various off-balance sheet commitments, certain of which carry credit risk exposure. These items were not significantly impacted by the adoption of Topic 326 as of September 30, 2020: • Extension of credit to customers - The Company has entered into commitments to extend credit in the ordinary course of business as part of established customer agreements. The unfunded portion of an extension of credit to customers fluctuates as the Company increases or decreases customer credit limits, subject to appropriate credit reviews. Given that the Company can generally adjust its customers’ credit lines at its discretion at any time, the unfunded portion of loan commitments to customers is unconditionally cancellable and thus the Company has not established a liability for expected credit losses on those commitments. • Accounts receivable factoring - See Note 11, Off-Balance Sheet Arrangements, for the terms of the factoring arrangements for the Company’s subsidiaries, WEX Europe Services and WEX Bank. Within the terms of the Company’s WEX Europe Services accounts receivable factoring arrangement, the Company has credit risk exposure to the extent outstanding transferred receivables exceed established credit limits. The Company does not maintain any beneficial interest with respect to the receivables sold, and as such does not maintain any credit risk related to receivables transferred below the established credit limit. The amount by which factored receivables exceed the credit limit is insignificant as of September 30, 2020. Management deems expected credit losses arising from this off-balance sheet commitment to be insignificant and did not establish a corresponding liability. The Company does not retain any beneficial interest in WEX Bank’s factored receivables, and the terms of the agreement do not describe a scenario in which the Company would be exposed to credit risk as it relates to the transferred receivables. • Accounts receivable securitization - See Note 11, Off-Balance Sheet Arrangements, for the terms of the securitization arrangement at one of the Company’s subsidiaries, WEX Latin America up to and through the date of sale of such subsidiary on September 30, 2020. Within the terms of the Company’s WEX Latin America accounts receivable securitization arrangement, the Company did not maintain credit exposure given that the Company surrendered effective control and derecognized the receivables. The Company retained an interest in securitized receivables in the form of a non-controlling equity investment in the fund holding the receivables, in an amount of $6.7 million as of December 31, 2019. The Company’s beneficial interest in the securitized receivables carried residual credit risk, and the methodology for estimating expected credit losses on the beneficial interest was consistent with the methodology described within the Allowance for Accounts Receivable section above. As of both January 1, 2020 and June 30, 2020, expected credit losses estimated on the Company’s beneficial interest in WEX Latin America’s securitized receivables were insignificant. |
Recent Accounting Pronouncement
Recent Accounting Pronouncements | 9 Months Ended |
Sep. 30, 2020 | |
Accounting Changes and Error Corrections [Abstract] | |
Recent Accounting Pronouncements | 2. Recent Accounting Pronouncements The following table provides a brief description of accounting pronouncements adopted during the nine months ended September 30, 2020 and recent accounting pronouncements not yet adopted that could have a material effect on our financial statements: Standard Description Date/Method of Adoption Effect on financial statements or other significant matters Adopted During the Nine Months Ended September 30, 2020 ASU 2016–13 This standard amends the impairment model to utilize an expected loss methodology in place of the incurred loss methodology for financial instruments, including trade receivables and off-balance sheet credit exposures. The standard requires entities to consider a broader range of information to estimate expected credit losses, including historical experience, current conditions and reasonable and supportable forecasts that impact the collectability of the reported amount. The Company adopted ASU 2016–13 effective January 1, 2020 using the modified-retrospective approach. The amendments of this new standard were applied through a cumulative-effect adjustment to total stockholders’ equity of $8.8 million, net of a $2.8 million income tax benefit, as of January 1, 2020. This adjustment was driven by the incorporation of economic forecasts into the Company’s expected credit loss reserve methodology. The unaudited condensed consolidated financial statements for the three and nine months ended September 30, 2020 are presented under the new standard. Comparative periods presented have not been adjusted. Refer to Note 1, Basis of Presentation, for discussion of the Company’s credit loss methodology. Not Adopted as of September 30, 2020 ASU 2020–04, Reference Rate Reform This standard provides optional guidance for a limited period of time to ease the potential financial reporting burden in accounting for (or recognizing the effects of) the discontinuation of LIBOR resulting from reference rate reform. The amendments provide optional expedients and exceptions for applying GAAP to contracts and other transactions impacted by reference rate reform. If certain criteria are met, an entity will not be required to remeasure or reassess contracts impacted by reference rate reform. Election is available through December 31, 2022. The Company is currently evaluating the implications of these amendments to its current efforts for reference rate reform implementation and any impact the adoption of this ASU would have on its financial condition and results of operations. ASU 2020–06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging –Contracts in Entity's Own Equity (Subtopic 815-40) This standard simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts in an entity's own equity. Among other changes, this standard removes from GAAP the liability and equity separation model for convertible instruments with a cash conversion feature. Instead, entities will account for a convertible debt instrument wholly as debt unless (1) a convertible debt instrument contains features that require bifurcation as a derivative under ASC Topic 815, Derivatives and Hedging, or (2) a convertible debt instrument was issued at a substantial premium. The standard also requires the application of the if-converted method to calculate the impact of convertible instruments on diluted earnings per share. Effective for fiscal years beginning after December 15, 2021 and may be early adopted for the fiscal year beginning after December 15, 2020 using a modified retrospective or fully retrospective method of transition. The Company is considering early adoption of this ASU effective January 1, 2021 and is currently evaluating the impact the adoption of this ASU would have on its financial condition and results of operations. |
Revenue
Revenue | 9 Months Ended |
Sep. 30, 2020 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | 3. Revenue In accordance with Topic 606, revenue is recognized when, or as, performance obligations are satisfied as defined by the terms of the contract, in an amount that reflects the consideration to which the Company expects to be entitled in exchange for goods or services provided. The following tables disaggregate the Company’s consolidated revenue: Three Months Ended September 30, 2020 (In thousands) Fleet Solutions Travel and Corporate Solutions Health and Employee Benefit Solutions Total Topic 606 revenues Payment processing revenue 102,418 $ 53,239 $ 15,420 $ 171,077 Account servicing revenue 4,436 9,964 63,103 77,503 Other revenue 20,778 529 7,655 28,962 Total Topic 606 revenues $ 127,632 $ 63,732 $ 86,178 $ 277,542 Non-Topic 606 revenues 101,072 564 2,938 104,574 Total revenues $ 228,704 $ 64,296 $ 89,116 $ 382,116 Three Months Ended September 30, 2019 (In thousands) Fleet Solutions Travel and Corporate Solutions Health and Employee Benefit Solutions Total Topic 606 revenues Payment processing revenue $ 125,288 $ 85,128 $ 14,340 $ 224,756 Account servicing revenue 7,165 10,717 56,451 74,333 Other revenue 19,851 690 7,243 27,784 Total Topic 606 revenues $ 152,304 $ 96,535 $ 78,034 $ 326,873 Non-Topic 606 revenues 125,222 2,593 5,275 133,090 Total revenues $ 277,526 $ 99,128 $ 83,309 $ 459,963 Nine Months Ended September 30, 2020 (In thousands) Fleet Solutions Travel and Corporate Solutions Health and Employee Benefit Solutions Total Topic 606 revenues Payment processing revenue $ 305,888 $ 166,768 $ 49,919 $ 522,575 Account servicing revenue 13,146 31,210 189,274 233,630 Other revenue 59,797 1,645 27,143 88,585 Total Topic 606 revenues $ 378,831 $ 199,623 $ 266,336 $ 844,790 Non-Topic 606 revenues 304,100 3,527 8,462 316,089 Total revenues $ 682,931 $ 203,150 $ 274,798 $ 1,160,879 Nine Months Ended September 30, 2019 (In thousands) Fleet Solutions Travel and Corporate Solutions Health and Employee Benefit Solutions Total Topic 606 revenues Payment processing revenue $ 353,413 $ 222,399 $ 50,568 $ 626,380 Account servicing revenue 20,601 32,019 148,382 201,002 Other revenue 56,446 2,488 21,018 79,952 Total Topic 606 revenues $ 430,460 $ 256,906 $ 219,968 $ 907,334 Non-Topic 606 revenues 347,162 15,220 13,930 376,312 Total revenues $ 777,622 $ 272,126 $ 233,898 $ 1,283,646 The vast majority of the above revenue relates to services transferred to the customer over time. Point-in-time revenue recognized was immaterial during the three and nine months ended September 30, 2020 and 2019. Contract Balances The Company’s contract assets consist of upfront payments made to customers under long-term contracts and are recorded upon payment or when due. The resulting asset is amortized against revenue as the Company performs its obligations under these arrangements. The Company’s contract liabilities consist of customer payments received before the Company has satisfied the associated performance obligations and upfront payments due to the customer. The following table provides information about these contract balances: (In thousands) Contract balance Location on the unaudited condensed consolidated balance sheets September 30, 2020 December 31, 2019 Receivables 1 Accounts receivable, net $ 45,853 $ 43,092 Contract assets Prepaid expenses and other current assets $ 5,494 $ 4,593 Contract assets Other assets $ 20,790 $ 20,496 Contract liabilities Other current liabilities $ 8,021 $ 5,171 Contract liabilities Other liabilities $ 14,535 $ — 1 The majority of the Company’s receivables, which are excluded from the table above, are either due from cardholders who have not been deemed the Company’s customer as it relates to interchange income or from revenues earned outside of the scope of Topic 606. In the three and nine months ended September 30, 2020, we recognized revenue of $1.0 million and $5.2 million, respectively, related to contract liabilities existing as of December 31, 2019. Remaining Performance Obligations The Company’s unsatisfied or partially unsatisfied performance obligations as of September 30, 2020 represent the remaining minimum monthly fees on a portion of contracts across the lines of business and contractually obligated professional services yet to be provided by the Company. The following table includes revenue expected to be recognized related to remaining performance obligations at the end of the reporting period and is not indicative of the Company’s future revenue, as it relates to an insignificant portion of the Company’s operations. (In thousands) Remaining 2020 2021 2022 2023 2024 2025 Thereafter Total Minimum monthly fees 1 $ 13,421 $ 38,772 $ 28,942 $ 15,933 $ 5,837 $ 1,591 $ 36 $ 104,532 Professional services 2 2,602 2,052 — — — — — 4,654 Other 3 2,943 2,782 3,272 3,310 3,739 3,517 — 19,563 Total remaining performance obligations $ 18,966 $ 43,606 $ 32,214 $ 19,243 $ 9,576 $ 5,108 $ 36 $ 128,749 1 The transaction price allocated to the remaining performance obligations represents the minimum monthly fees on certain service contracts, which contain substantive termination penalties that require the counterparty to pay the Company for the aggregate remaining minimum monthly fees upon an early termination for convenience. 2 Includes software development projects and other services sold subsequent to the core offerings, to which the customer is contractually obligated. |
Acquisitions
Acquisitions | 9 Months Ended |
Sep. 30, 2020 | |
Business Combinations [Abstract] | |
Acquisitions | 4. Acquisitions 2020 Purchase Agreement On January 24, 2020, the Company entered into a purchase agreement to purchase eNett and Optal for an aggregate purchase price comprised of approximately $1.3 billion in cash and 2.0 million shares of the Company’s common stock 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 absence of a Material Adverse Effect (as defined in the purchase agreement between WEX, eNett and Optal, among others) . The Company has analyzed the eNett and Optal situation closely and has concluded that the COVID-19 pandemic and conditions arising in connection with it have had, and continue to have, a Material Adverse Effect on the businesses, which is disproportionate to the effect on others in the relevant industry. Because of this Material Adverse Effect, WEX formally advised eNett and Optal on May 4, 2020 that it is not required to close the transaction pursuant to the terms of the purchase agreement. On May 11, 2020, the shareholders of eNett and Optal each initiated separate legal proceedings in the High Court of Justice of England and Wales in the United Kingdom against the Company denying that there has been a Material Adverse Effect and alleging that the Company has threatened to breach its obligations under the terms of the purchase agreement. See Note 16, Commitments and Contingencies, for further information regarding the status of these legal proceedings. 2019 Business Acquisitions As of September 30, 2020, the purchase accounting is final for all of our 2019 business acquisitions. No adjustments to the purchase accounting were made during the three or nine months ended September 30, 2020. In both the three and nine months ended September 30, 2020, the acquisition and merger related costs related to the completed business combinations were immaterial. Acquisition-related costs on completed business combinations were $2.4 million and $11.3 million for the three and nine months ended September 30, 2019. Go Fuel Card On July 1, 2019, the Company acquired Go Fuel Card, a European fuel card business, for a total purchase price of €235.0 million (equivalent of $266.0 million on date of purchase). This acquisition, which was funded with cash on hand, was accounted for as a business combination. The purpose of the acquisition was to strengthen the Company’s position in the European market, grow its existing customer base and reduce its sensitivity to retail fuel prices, resulting in the recording of goodwill. The goodwill associated with the acquisition of Go Fuel Card is deductible for tax purposes. The following is a summary of the final allocation of the purchase price to the assets and liabilities acquired, based on the fair value at the date of acquisition: (In thousands) Total consideration, net of $5,589 in cash acquired $ 260,455 Less: Network relationships (a) (d) 112,893 Customer relationships (b)(d) 33,963 Brand name (c) (d) 442 Deposits (5,169) Accrued expenses (420) Recorded goodwill $ 118,746 (a) Weighted average life - 10.1 years. (b) Weighted average life - 5.0 years. (c) Weighted average life - 1.0 year. (d) The weighted average life of all amortizable intangible assets acquired in this business combination is 8.9 years. No pro forma information has been disclosed in these financial statements as the operations of Go Fuel Card 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. Discovery Benefits, Inc. On March 5, 2019, the Company acquired Discovery Benefits, an employee benefits administrator, for a total purchase price of $526.1 million, of which $50 million was paid during the fourth quarter of 2019. The acquisition was primarily funded with cash on hand and through borrowings under the 2016 Credit Agreement. The seller of Discovery Benefits obtained a 4.9 percent equity interest in the newly formed parent company of WEX Health and Discovery Benefits, which constitutes the U.S. Health business. The fair value of the equity interest was determined to be $100.0 million on the acquisition date. See Note 14, Redeemable Non-Controlling Interest, for further information. The purpose of this acquisition was to obtain the comprehensive suite of products and services for the Company’s partners and customers and to open go-to-market channels to include consulting firms and brokers in its Health and Employee Benefit Solutions segment. This acquisition has been accounted for as a business combination, resulting in the recording of goodwill. The majority of the associated goodwill is deductible for tax purposes. The following is a summary of the final allocation of the purchase price to the assets and liabilities acquired, based on the fair value at the date of acquisition: (In thousands) Cash consideration, net of $125,865 in cash and restricted cash acquired $ 300,191 Fair value of redeemable non-controlling interest 100,000 Total consideration, net of cash and restricted cash acquired $ 400,191 Less: Accounts receivable 10,722 Property and equipment 4,904 Customer relationships (a)(d) 213,600 Developed technologies (b)(d) 38,900 Trademarks and trade names (c)(d) 13,800 Other assets 13,601 Accounts payable (3,071) Accrued expenses (7,563) Restricted cash payable (125,346) Deferred income taxes (21,941) Other liabilities (9,814) Recorded goodwill $ 272,399 (a) Weighted average life - 7.3 years. (b) Weighted average life - 5.4 years. (c) Weighted average life - 7.3 years. (d) The weighted average life of all amortizable intangible assets acquired in this business combination is 7.0 years. Pavestone Capital, LLC On February 14, 2019, the Company acquired Pavestone Capital, a recourse factoring company that provides working capital to businesses, for a purchase price of $28.0 million, net of cash acquired. This acquisition, which was funded with cash on hand, has been accounted for as a business combination. The Company purchased Pavestone Capital to complement its existing factoring business. As a result, the purchase price was primarily allocated to goodwill, accounts receivable and customer relationships in amounts of $9.5 million, $14.9 million and $3.9 million, respectively. The goodwill associated with this acquisition is deductible for tax purposes. The customer relationships intangible asset has a weighted-average amortization period of 6.5 years. No pro forma information has been disclosed in these financial statements as the operations of Pavestone Capital 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. Noventis, Inc. On January 24, 2019, the Company acquired Noventis, a long-time customer and electronic payments network focused on optimizing payment delivery for bills and invoices to commercial entities, for $338.7 million, which was primarily funded with cash on hand and through borrowings under the 2016 Credit Agreement. Excluded from the consideration was $5.5 million paid to certain Noventis shareholders who held unvested option awards at the acquisition date. The modification of these awards to accelerate the vesting resulted in the Company recording this expense as general and administrative expense in its unaudited condensed consolidated statements of operations for the nine months ended September 30, 2019. The Company purchased Noventis to expand its reach as a corporate payments supplier and provide more channels to billing aggregators and financial institutions in our Travel and Corporate Solutions segment. This acquisition was accounted for as a business combination, resulting in the recording of goodwill. The goodwill associated with this acquisition is not deductible for tax purposes. The following is a summary of the final allocation of the purchase price to the assets and liabilities acquired, based on the fair value at the date of acquisition: (In thousands) Total consideration, net of $44,947 in cash acquired $ 293,767 Less: Accounts receivable 22,134 Property and equipment 549 Network relationships (a) (c) 100,900 Developed technologies (b) (c) 15,000 Other assets 2,379 Accounts payable (33,521) Deferred income taxes (21,194) Other liabilities (2,367) Recorded goodwill $ 209,887 (a) Weighted average life - 8.3 years. (b) Weighted average life - 2.9 years. (c) The weighted average life of all amortizable intangible assets acquired in this business combination is 7.6 years. Pro Forma Supplemental Information The pro forma information below gives effect to the Discovery Benefits and Noventis acquisitions as if they had been completed on January 1, 2018. These pro forma results have been calculated after applying the Company’s accounting policies, adjustments to reflect amortization associated with intangibles acquired and interest expense associated with the incremental borrowings under the 2016 Credit Agreement used to fund the acquisitions and related income tax results. The pro forma financial information is presented for comparative purposes only, based on certain estimates and assumptions, which the Company believes to be reasonable but not necessarily indicative of future results of operations or the results that would have been reported if the acquisitions had been completed on January 1, 2018. The following represents unaudited pro forma operational results: (In thousands, except per share data) Three Months Ended September 30, 2019 Nine Months Ended September 30, 2019 Total revenues $ 459,963 $ 1,302,752 Net income attributable to shareholders $ 19,178 $ 53,213 Net income attributable to shareholders per share: Basic $ 0.44 $ 1.23 Diluted $ 0.44 $ 1.22 |
Sale of Subsidiary
Sale of Subsidiary | 9 Months Ended |
Sep. 30, 2020 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Sale of Subsidiary | 5. Sale of Subsidiary On September 30, 2020, the Company sold its wholly-owned subsidiary UNIK S.A, (the "WEX Latin America" business) a multi-channel provider of employee benefits and corporate payment solutions to over 1,500 clients in Brazil. Under the conditions of the sale agreement, the Company was required to make a payment to the buyer, which has been reflected as fair value of consideration transferred to the buyer in the table below. As part of the divestiture, the Company entered into a transition services agreement with the buyer of up to six months post-closing related to various operational and support services. The Company believes the transition services agreement is of nominal value. The Company wrote-off the associated assets and liabilities of this entity as of the date of sale and recorded a pre-tax loss on sale of subsidiary of $46.4 million, which has been reflected in the unaudited condensed consolidated statement of operations for the three and nine months ended September 30, 2020. Based on its preliminary analysis, the Company does not expect that the pre-tax loss related to the sale of this subsidiary is likely to be deductible for tax purposes. The operations of UNIK S.A., which were included in the Health and Employee Benefit Solutions and Travel and Corporate Solutions segments through the date of sale, were not material to the Company's revenue, net income or earnings per share. The Company does not view this sale of subsidiary as a strategic shift in its operations and therefore it did not meet the criteria of discontinued operations. The following summarizes the loss on sale of subsidiary: (In thousands) Fair value of consideration transferred to the buyer $ 7,415 Plus: expenses associated with the sale 2,806 Plus: UNIK.S.A. net assets and liabilities, including $12,249 of cash and cash equivalents 36,141 Loss on sale of subsidiary $ 46,362 |
Accounts Receivable
Accounts Receivable | 9 Months Ended |
Sep. 30, 2020 | |
Receivables [Abstract] | |
Accounts Receivable | 6. Accounts Receivable Accounts receivable consists of amounts billed to and due from customers across a wide range of industries and other third parties. The Company often extends short-term credit to cardholders and pays the merchant for the purchase price, less the fees it retains and records as revenue. The Company subsequently collects the total purchase price from the cardholder. In general, the Company’s trade receivables provide for payment terms of 30 days or less. Receivables not paid in full by payment due dates as stated within the terms of the agreement are generally considered past due and subject to late fees and interest based upon the outstanding receivables balance. The Company discontinues late fee and interest income accruals on outstanding receivables once customers are 90 and 120 days past the invoice due date, respectively. Payments received subsequent to discontinuing late fee and interest income accruals are first applied to outstanding late fees and interest, and the Company resumes accruing interest and late fee income as earned on future receivables balances. The Company extends revolving credit to certain small fleets. 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. The Company had approximately $61.1 million and $62.4 million in receivables with revolving credit balances as of September 30, 2020 and December 31, 2019, respectively. Allowance for Accounts Receivable Receivables are generally written off when they are 150 days past due or upon declaration of bankruptcy of the customer, subject to local regulatory restrictions. The allowance for accounts receivable consists of reserves for both credit and fraud losses. The reserve for credit losses is primarily calculated using historical loss-rates applied at the portfolio level and specific customer balance collectability based on a review of past due accounts receivable balances, changes in payment patterns, and other customer-specific available information. Management further takes into account qualitative factors, such as leading economic and market indicator trends, to the extent they significantly deviate from historical loss-rate trends when determining the need for additional qualitative reserves. The reserve for fraud losses is determined by monitoring pending fraud cases, customer-identified fraudulent activity and unconfirmed suspicious activity in order to make judgments as to probable fraud losses. Accounts receivable are evaluated for impairment on a pooling basis based on similar risk characteristics including industry of the borrower, historical or expected credit loss patterns, risk ratings or classification, and geographic location. See Note 1, Basis of Presentation, for more information. The following tables present changes in the accounts receivable allowances by portfolio segment: Three Months Ended September 30, 2020 Three Months Ended September 30, 2019 (In thousands) Fleet Solutions Travel and Corporate Solutions Health and Employee Benefit Solutions Total Total Balance, beginning of period $ 47,109 $ 16,142 $ 592 $ 63,843 $ 50,575 Provision for credit losses 1 8,526 3,725 32 12,283 14,847 Charges to other accounts 2 3,200 — — 3,200 4,299 Charge-offs 3 (18,334) (10,149) (63) (28,546) (22,018) Recoveries of amounts previously charged-off 3,213 — — 3,213 2,521 Currency translation 504 31 (263) 272 (959) Balance, end of period $ 44,218 $ 9,749 $ 298 $ 54,265 $ 49,265 1 The provision is comprised of estimated credit losses based on the Company’s loss-rate experience and effective January 1, 2020, also includes adjustments required for forecasted credit loss information. The provision for credit losses for the three months ended September 30, 2020, includes estimates of expected credit losses over the contractual life of our receivables as the markets in which the Company operates are experiencing a decline, primarily due to the impact of COVID-19. The provision for credit losses reported within this table also includes the provision for fraud losses. See Note 1, Basis of Presentation, for further details of the adoption of Topic 326 on a modified retrospective basis. 2 The Company earns revenue by assessing monthly finance fees on accounts with overdue balances. These fees are recognized as revenue at the time the fees are assessed. The finance fee is calculated using the greater of a minimum charge or a stated late fee rate multiplied by the outstanding balance that is subject to a late fee charge. On occasion, these fees are waived to maintain relationship goodwill. Charges to other accounts represents the offset against the late fee revenue recognized when the Company establishes a reserve for such waived amounts. 3 The majority of the Travel and Corporate Solutions segment charge-offs is associated with the sale of the WEX Latin America business. Refer to Note 5, Sale of Subsidiary, for further information. Nine Months Ended September 30, 2020 Nine Months Ended September 30, 2019 (In thousands) Fleet Solutions Travel and Corporate Solutions Health and Employee Benefit Solutions Total Total Balance, prior to Topic 326 adoption $ 40,620 $ 3,578 $ 8,076 $ 52,274 $ 46,948 Impact of Topic 326 adoption 1 9,390 2,187 — 11,577 — Balance, beginning of period $ 50,010 $ 5,765 $ 8,076 $ 63,851 $ 46,948 Provision for credit losses 1 47,418 19,230 203 66,851 47,470 Charges to other accounts 2 13,930 — — 13,930 18,382 Charge-offs 3 (75,711) (15,214) (5,381) (96,306) (69,864) Recoveries of amounts previously charged-off 8,101 28 17 8,146 7,149 Currency translation 470 (60) (2,617) (2,207) (820) Balance, end of period $ 44,218 $ 9,749 $ 298 $ 54,265 $ 49,265 1 The provision is comprised of estimated credit losses based on the Company’s loss-rate experience and effective January 1, 2020, also includes adjustments required for forecasted credit loss information. The provision for credit losses for the nine months ended September 30, 2020, includes estimates of expected credit losses over the contractual life of our receivables as the markets in which the Company operates are experiencing a decline, primarily due to the impact of COVID-19. The provision for credit losses reported within this table also includes the provision for fraud losses. See Note 1, Basis of Presentation, for further details of the adoption of Topic 326 on a modified retrospective basis. 2 The Company earns revenue by assessing monthly finance fees on accounts with overdue balances. These fees are recognized as revenue at the time the fees are assessed. The finance fee is calculated using the greater of a minimum charge or a stated late fee rate multiplied by the outstanding balance that is subject to a late fee charge. On occasion, these fees are waived to maintain relationship goodwill. Charges to other accounts represents the offset against the late fee revenue recognized when the Company establishes a reserve for such waived amounts. 3 The majority of the Travel and Corporate Solutions segment charge-offs is associated with the sale of the WEX Latin America business. Refer to Note 5, Sale of Subsidiary, for further information. Concentration of Credit Risk The receivables portfolio consists of a large group of homogeneous smaller balances across a wide range of industries, which are collectively evaluated for impairment. No one customer receivable balance represented 10 percent or more of the outstanding receivables balance at September 30, 2020 or December 31, 2019. The following table presents the outstanding balance of trade accounts receivable that are less than 30 and 60 days past due, in each case, as a percentage of total trade accounts receivable: Delinquency Status September 30, 2020 December 31, 2019 29 days or less past due 97 % 96 % 59 days or less past due 98 % 97 % |
Earnings per Share
Earnings per Share | 9 Months Ended |
Sep. 30, 2020 | |
Earnings Per Share [Abstract] | |
Earnings per Share | 7. Earnings per Share Basic earnings per share is computed by dividing net (loss) income attributable to shareholders by the weighted average number of shares of common stock and vested deferred stock units outstanding during the year. The computation of diluted earnings per share is similar to the computation of basic earnings per share, except that the numerator is increased for tax effected interest expense associated with our Convertible Notes and the denominator is increased for the assumed issuance of common shares issuable on convertible securities under the "if converted" method unless the effect is anti-dilutive. Also, diluted earnings per share includes the assumed exercise of dilutive options and the assumed issuance of unvested restricted stock units and performance-based awards for which the performance condition has been met as of the date of determination, using the treasury stock method unless the effect is anti-dilutive. The treasury stock method assumes that proceeds, including cash received from the exercise of employee stock options and the average unrecognized compensation expense for unvested share-based compensation awards, would be used to purchase the Company’s common stock at the average market price during the period. The following table summarizes net (loss) income attributable to shareholders and reconciles basic and diluted shares outstanding used in the earnings per share computations: Three Months Ended September 30, Nine Months Ended September 30, (In thousands) 2020 2019 2020 2019 Net (loss) income attributable to shareholders $ (65,840) $ 14,619 $ (9,438) $ 44,560 Weighted average common shares outstanding – Basic 44,166 43,349 43,720 43,300 Dilutive impact of share-based compensation awards 1 — 462 — 415 Weighted average common shares outstanding – Diluted 44,166 43,811 43,720 43,715 1 Due to the Company’s net loss position for the three and nine months ended September 30, 2020, 0.5 million and 0.4 million incremental shares, respectively, are excluded from the table above as the effect of including those shares would be anti-dilutive. An immaterial number of outstanding share-based compensation awards were excluded from the computation for the three and nine months ended September 30, 2019, as the effect of including these awards would be anti-dilutive. It is the Company's current intention to settle all conversions of the Convertible Notes in shares of the Company's common stock. |
Derivative Instruments
Derivative Instruments | 9 Months Ended |
Sep. 30, 2020 | |
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. From time to time, the Company enters into derivative instrument arrangements to manage various risks including interest rate risk. As of December 31, 2019, the Company had seven interest rate swap contracts in effect with a collective notional amount at inception of $1.5 billion, with maturity dates from December 31, 2020 to March 12, 2023, at interest rates between 1.108 percent and 2.425 percent. During the nine months ended September 30, 2020, the Company amended and extended the terms of five of its interest rate swaps with a collective notional amount of $935.0 million. These amendments merged two of the previously existing interest rate swap agreements into one, reduced the effective fixed interest rates payable and extended the maturity date of each previously existing agreement by a period of one year. As of September 30, 2020, outstanding interest rate swap contracts are intended to fix the future interest payments associated with $1.4 billion of the $2.3 billion of outstanding borrowings under the Company’s 2016 Credit Agreement. The following table presents relevant information for the Company’s outstanding interest rate swap agreements as of September 30, 2020: Tranche A Tranche B Tranche C (1) Tranche D (1) Tranche E Tranche F (2) Notional amount at inception (in thousands) $150,000 $100,000 $200,000 $300,000 $200,000 $485,000 Maturity date 3/13/2023 3/12/2023 3/12/2023 12/30/2022 12/30/2023 12/31/2021 Fixed interest rate 1.954% 1.956% 2.413% 2.204% 1.862% 0.743% (1) Not amended or extended. (2) Result of the merging of tranches F and G, which were disclosed within the Company’s Annual Report on Form 10-K for the year ended December 31, 2019. The following table presents information on the location and amounts of interest rate swap gains and losses: (In thousands) Three Months Ended September 30, Nine Months Ended September 30, Derivatives Not Designated as Hedging Instruments Location of Gain (Loss) Recognized in the Statement of Operations 2020 2019 2020 2019 Interest rate swap agreements – unrealized portion Net unrealized gain (loss) on financial instruments $ 3,774 $ (5,834) $ (32,722) $ (39,903) Interest rate swap agreements – realized portion Financing interest expense $ (5,438) $ 1,355 $ (10,336) $ 5,613 |
Deposits
Deposits | 9 Months Ended |
Sep. 30, 2020 | |
Banking and Thrift, Interest [Abstract] | |
Deposits | 9. Deposits WEX Bank’s regulatory status enables it to raise capital to fund the Company’s working capital requirements by issuing deposits, subject to FDIC rules governing minimum financial ratios. See Note 19, Supplementary Regulatory Capital Disclosure, for further information concerning these FDIC requirements. WEX Bank accepts its deposits through: (i) certain customers as required collateral for credit that has been extended (“customer deposits”) and (ii) contractual arrangements with brokerage firms for both certificate of deposit and brokered money market deposit products. Customer deposits are generally non-interest bearing, certificates of deposit are issued at fixed rates and brokered money market deposits are issued at variable rates based on LIBOR or the Federal Funds rate. The following table presents the composition of deposits, which are classified as short-term or long-term based on their contractual maturities: (In thousands) September 30, 2020 December 31, 2019 Interest-bearing brokered money market deposits 1 $ 407,964 $ 362,246 Customer deposits 108,102 112,571 Certificates of deposit with maturities within 1 year 1,2 564,070 835,996 Short-term deposits 1,080,136 1,310,813 Certificates of deposit with maturities greater than 1 year and less than 5 years 1,2 211,775 143,399 Total deposits $ 1,291,911 $ 1,454,212 Weighted average cost of funds on certificates of deposit outstanding 2.11 % 2.57 % Weighted average cost of interest-bearing brokered money market deposits 0.28 % 1.88 % 1 As of September 30, 2020 and December 31, 2019, all certificates of deposit and brokered money market deposits were in denominations of $250 thousand or less, corresponding to FDIC deposit insurance limits. 2 Original maturities range from 1 year to 5 years, with coupon interest rates ranging from 1.35 percent to 3.52 percent as of September 30, 2020. At December 31, 2019, original maturities ranged from 4 months to 5 years with coupon interest rates ranging from 1.80 percent to 3.52 percent. In accordance with regulatory requirements, WEX Bank maintains reserves against a portion of its outstanding customer deposits by keeping balances with the Federal Reserve Bank. There was no required reserve at September 30, 2020, due to temporarily relaxed Federal Reserve requirements enacted in response to the COVID-19 pandemic. The required reserve was $24.9 million as of December 31, 2019. ICS Purchases |
Financing and Other Debt
Financing and Other Debt | 9 Months Ended |
Sep. 30, 2020 | |
Debt Disclosure [Abstract] | |
Financing and Other Debt | 10. Financing and Other Debt The following table summarizes the Company’s total outstanding debt by type as of September 30, 2020 and December 31, 2019. (In thousands) September 30, 2020 December 31, 2019 Tranche A term loan 886,260 923,707 Tranche B term loan 1,446,037 1,457,048 Term loans under 2016 Credit Agreement 1 2,332,297 2,380,755 Notes outstanding 1 400,000 400,000 Convertible Notes 1 310,000 — Securitized debt 72,521 104,261 Participation debt — 50,000 Borrowed federal funds — 34,998 WEX Latin America debt — 2,660 Total gross debt $ 3,114,818 $ 2,972,674 1 See Note 13, Fair Value, for more information regarding the Company’s 2016 Credit Agreement, Notes, and Convertible Notes. The following table summarizes the Company’s total outstanding debt by balance sheet classification: (In thousands) September 30, 2020 December 31, 2019 Current portion of gross debt $ 137,132 $ 256,529 Less: Unamortized debt issuance costs/debt discount (10,048) (7,998) Short-term debt, net $ 127,084 $ 248,531 Long-term portion of gross debt $ 2,977,686 $ 2,716,145 Less: Unamortized debt issuance costs/debt discount (98,212) (29,632) Long-term debt, net $ 2,879,474 $ 2,686,513 Supplemental information under 2016 Credit Agreement: Letters of credit (b) $ 51,627 $ 51,314 Remaining borrowing capacity on revolving credit facility (c) $ 818,373 $ 768,686 (b) Collateral for lease agreements, virtual card and fuel payment processing activity at the Company’s foreign subsidiaries. (c) Contingent on maintaining compliance with the financial covenants as defined in the Company’s 2016 Credit Agreement. 2016 Credit Agreement On February 10, 2020, the Company entered into an eighth amendment (the “Eighth Amendment”) to the 2016 Credit Agreement making certain changes to the previously amended credit agreement, including among other things, effectuating financial covenant amendments and increasing the Company’s capacity to incur additional incremental loan facilities up to $1.4 billion in connection with the acquisition of eNett and Optal . The amendments set forth in the Eighth Amendment were superseded and replaced by the amendments set forth in the Ninth Amendment (as defined below). Such amendments would only become effective concurrently with the closing of the acquisition of eNett and Optal, if it occurs. Refer to Note 4, Acquisitions, for more information regarding the status of this purchase agreement. On June 26, 2020, the Company entered into a ninth amendment (the “Ninth Amendment") to the 2016 Credit Agreement, which made certain changes to the previously amended credit agreement, including among other things, increasing the maximum Consolidated Leverage Ratio to 5.5X through September 30, 2021 with step-downs thereafter, permitting an unlimited amount of corporate cash to be netted from the financial debt balance for financial covenant purposes for a period of time, permanently increasing the amount of corporate cash netting allowed to $250 million, which increases to $400 million if the eNett and Optal transaction closes, and adds a fourth pricing tier in the case that leverage exceeds certain levels and introduces a LIBOR floor on revolving credit facility borrowings of 75 basis points. On July 29, 2020, the Company entered into a tenth amendment (the “Tenth Amendment") to the 2016 Credit Agreement, which increased commitments under the Company's secured revolving credit facility from $820 million to $870 million. On August 20, 2020, the Company entered into an eleventh amendment (the “Eleventh Amendment") to the 2016 Credit Agreement, which limits the borrowing conditions for a $752 million portion of the revolving credit facility for the purpose of consummating the acquisition of eNett and Optal, if it occurs, to April 22, 2021. As of September 30, 2020, under the 2016 Credit Agreement the Company had an outstanding principal amount of $886.3 million on its secured tranche A term loan, an outstanding principal amount of $1.4 billion on its secured tranche B term loan and outstanding letters of credit of $51.6 million drawn against its $870.0 million secured revolving credit facility with a $250.0 million sublimit for letters of credit and $20.0 million sublimit for swingline loans. Under the 2016 Credit Agreement, the Company has granted a security interest in substantially all of the assets of the Company, subject to exceptions including the assets of WEX Bank and certain foreign subsidiaries. The revolving loans and tranche A term loans outstanding under the 2016 Credit Agreement bear interest at variable rates, at the Company’s option, plus an applicable margin determined based on the Company’s consolidated leverage ratio. The tranche B term loans bear interest at a variable rate plus a margin equal to 1.25 percent for base rate loans and 2.25 percent for eurocurrency rate loans. As of September 30, 2020 and December 31, 2019, amounts outstanding under the 2016 Credit Agreement bore a weighted average effective interest rate of 2.3 percent and 4.0 percent, respectively. The Company maintains interest rate swap agreements to manage the interest rate risk associated with its outstanding variable-interest rate borrowings under the 2016 Credit Agreement. See Note 8, Derivative Instruments, for further discussion. The Company accounted for the Ninth, Tenth and Eleventh Amendments as debt modifications. As part of these transactions, the Company incurred and expensed an insignificant amount of third party costs, which are classified within general and administrative expenses in our unaudited condensed consolidated statements of operations. In association with the Ninth Amendment, the Company incurred and capitalized $4.3 million of lender fees. Lender fees associated with the Tenth Amendment were insignificant. In addition, in connection with the Eleventh Amendment the Company incurred and capitalized a $2.1 million lender fee on its revolver. Debt issuance costs incurred and capitalized in conjunction with the 2016 Credit Agreement and its amendments are being amortized into interest expense over the 2016 Credit Agreement’s term using the effective interest method. Debt Covenants As more fully described in the Company’s Annual Report on Form 10 – K for the year ended December 31, 2019, and as amended by the Ninth Amendment to the 2016 Credit Agreement on June 26, 2020, the 2016 Credit Agreement and the Indenture contain covenants that limit the ability of the Company and its subsidiaries, including its restricted subsidiaries and, in certain limited circumstances, WEX Bank and the Company’s other regulated subsidiaries, to (i) incur additional debt, (ii) pay dividends or make other distributions on, redeem or repurchase capital stock, or make investments or other restricted payments, (iii) enter into transactions with affiliates, (iv) dispose of assets or issue stock of restricted subsidiaries or regulated subsidiaries, (v) create liens on assets, or (vi) effect a consolidation or merger or sell all, or substantially all, of the Company’s assets. As of September 30, 2020, the Company was in compliance with all material covenants of its 2016 Credit Agreement and the Indenture. Notes Outstanding As of both September 30, 2020 and December 31, 2019, the Company had $400.0 million of 4.75 percent fixed-rate senior notes outstanding, which will mature on February 1, 2023. Interest is payable semiannually in arrears on February 1 and August 1 of each year. The Company may redeem the Notes at 100.792 percent of principal prior to February 1, 2021. After this date, there is no premium due upon redemption. Upon the occurrence of a change of control of the Company (as defined in the Indenture to the Notes), the Company must offer to repurchase the Notes at 101 percent of the principal amount of the Notes, plus accrued and unpaid interest, if any, up to the date of repurchase. Convertible Notes Pursuant to a purchase agreement dated June 29, 2020, on July 1, 2020, the Company closed on a private placement with an affiliate of Warburg Pincus LLC (together with its affiliate, "Warburg Pincus"), pursuant to which the Company issued convertible senior unsecured notes due on July 15, 2027 in an aggregate principal amount of $310.0 million and 577,254 shares of the Company's common stock for an aggregate purchase price of $389.2 million, of which $90.0 million constituted the purchase price for the shares, reflecting a purchase price of $155.91 per share. The Company expects to use the proceeds from the investment for working capital and general corporate purposes. The issuance of the Convertible Notes provided the Company with net proceeds of approximately $299.2 million after original issue discount. The Convertible Notes have a seven-year term, with interest calculated at a fixed rate of 6.5% per annum, payable semi-annually in arrears on January 15 and July 15 of each year, with the first interest payment due January 15, 2021. At the Company's option, interest is either payable in cash, through accretion to the principal amount of the Convertible Notes, or a combination of cash and accretion. The Convertible Notes may be converted at the option of the holders at any time prior to maturity, or earlier redemption or repurchase of the Convertible Notes, based upon an initial conversion price of $200 per share of common stock. The Company may settle conversions of Convertible Notes, at its election, in cash, shares of the Company’s common stock, or a combination thereof. The initial conversion price is subject to adjustments customary for convertible debt securities and a weighted average adjustment in the event of issuances of equity and equity linked securities by the Company at prices below the then applicable conversion price for the Convertible Notes or the then market price of the Company’s common stock, subject to certain exceptions, including underwritten offerings, Rule 144A offerings, private placements at discounts not exceeding a specified amount, issuances as acquisition consideration and equity compensation related issuances. The Company will have the right, at any time after July 1, 2023, to redeem the Convertible Notes in whole or in part if the closing price of WEX's common stock is at least 200% of the conversion price of the Convertible Notes for 20 trading days (whether or not consecutive) out of any 30 consecutive trading day period prior to the time the Company delivers a redemption notice, (including at least one of the five trading days immediately preceding the last day of such 30 trading day period), subject to the right of holders of the Convertible Notes to convert its Convertible Notes prior to the redemption date. In the event of certain fundamental change transactions, including certain change of control transactions and delisting events involving the Company, holders of the Convertible Notes will have the right to require the Company to repurchase its Convertible Notes at a 105% premium, plus the present value of future interest payments through the date of maturity. For both the three and nine months ended September 30, 2020, there were no shares issued upon conversion, exercise or satisfaction of required conditions under these Convertible Notes. The $389.2 million of proceeds from this private placement was allocated on a relative fair value basis, with $94.0 million allocated to the sale of the Company's common stock and $295.2 million to the Convertible Notes. As the Convertible Notes permit the Company to settle conversion in cash, pursuant to ASC 470-20, the proceeds attributed to the Convertible Notes are further allocated between a liability and equity component. The Company has estimated the fair value of the liability portion of the Convertible Notes using observable inputs based on the present value of cash flows using the interest rate of hypothetical debt with a similar tenor without a conversion feature. Applicable transaction costs of $4.0 million have been allocated between the Convertible Notes and shares of the Company's common stock sold in the transaction based on relative fair value and further allocated between the liability and equity component of the Convertible Notes consistent with the initial allocation resulting in $2.5 million classified as debt issuance costs capitalized as a direct reduction to the face value of the Convertible Notes and $1.5 million deducted from the amounts recorded within stockholders' equity. The debt discount and debt issuance costs will be amortized to interest expense using the effective interest rate method over the seven-year contractual life of the Convertible Notes. The effective interest rate on the liability component of the Convertible Notes was 11.2% at the date of loan origination. Based on this, the Convertible Notes were recorded at a debt discount with an initial carrying value of $237.5 million, with the residual $54.7 million recognized within additional paid-in capital on the Company's condensed consolidated balance sheet. This equity component will not be remeasured as long as it continues to meet the conditions for equity classification. The Convertible Notes consist of the following: (In thousands) September 30, 2020 Principal $ 310,000 Less: Unamortized discounts (68,437) Less: Unamortized issuance cost (2,417) Net carrying amount of Convertible Notes 1 $ 239,146 Equity component 2 $ 54,689 1 Recorded within long-term debt, net on our condensed consolidated balance sheet. 2 Represents the proceeds allocated to the conversion option, or debt discount, recorded within additional paid-in capital on the condensed consolidated balance sheet. Additional paid-in capital on the condensed consolidated balance sheet is further reduced by $0.6 million of issuance costs and $13.6 million in taxes associated with the equity component. The following table sets forth total interest expense recognized for the Convertible Notes: (In thousands) Three and Nine Months Ended September 30, 2020 Interest on 6.5% coupon $ 4,982 Amortization of debt discount and debt issuance costs 1,674 $ 6,656 Australian Securitization Facility In March 2020, the Company extended its securitized debt agreement with MUFG Bank, Ltd., through April 2021. Under the terms of the agreement, each month, on a revolving basis, the Company sells certain of its Australian receivables to the Company’s 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 1.04 percent and 1.80 percent as of September 30, 2020 and December 31, 2019, respectively. The Company had $52.3 million and $78.6 million of securitized debt under this facility as of September 30, 2020 and December 31, 2019, respectively, recorded in short-term debt, net. European Securitization Facility The Company maintains a five year securitized debt agreement with MUFG Bank, Ltd., which expires in April 2021. Under the terms of the agreement, the Company sells certain of its receivables from selected European countries to its European Securitization Subsidiary. The European Securitization Subsidiary, in turn, uses the receivables as collateral to issue securitized debt. The amount collected on the securitized receivables is restricted to pay the securitized debt and is not available for general corporate purposes. The amounts of receivables to be securitized under this agreement is determined by management on a monthly basis. The interest rate was 1.03 percent and 0.63 percent as of September 30, 2020 and December 31, 2019, respectively. The Company had $20.2 million and $25.7 million of securitized debt under this facility as of September 30, 2020 and December 31, 2019, respectively, recorded in short-term debt, net. Participation Debt From time to time, WEX Bank enters into participation agreements with third-party banks to fund customers’ balances that exceed WEX Bank’s lending limit to individual customers. Associated unsecured borrowings generally carry a variable interest rate of 1 month to 3 month LIBOR plus a margin of 225 basis points. The following table provides the amounts outstanding under the participation debt agreements in place at September 30, 2020 and December 31, 2019. There are no amounts outstanding as of September 30, 2020. September 30, 2020 December 31, 2019 (In thousands) Amounts Available (1) Amounts Outstanding Remaining Funding Amounts Available Amounts Outstanding Remaining Short-term debt, net $ — $ 50,000 Total (1) $ 60,000 $ — $ 60,000 $ 80,000 $ 50,000 $ 30,000 Average interest rate Not applicable 4.17 % (1) Amounts available includes up to $60 million under an agreement that terminates on December 31, 2021. Borrowed Federal Funds WEX Bank borrows from uncommitted federal funds lines to supplement the financing of the Company’s accounts receivable. Our federal funds lines of credit were $380.0 million and $355.0 million as of September 30, 2020 and December 31, 2019, respectively. There were no outstanding borrowings as of September 30, 2020 and $35.0 million of outstanding borrowings as of December 31, 2019 (matured January 14, 2020). The average interest rate on borrowed federal funds was 1.66 percent for the nine months ended September 30, 2020 and 2.36 percent for the year ended December 31, 2019. WEX Latin America Debt |
Off-Balance Sheet Arrangements
Off-Balance Sheet Arrangements | 9 Months Ended |
Sep. 30, 2020 | |
Receivables [Abstract] | |
Off-Balance Sheet Arrangements | 11. Off–Balance Sheet Arrangements WEX Europe Services Accounts Receivable Factoring Under a factoring arrangement between WEX Europe Services and an unrelated third-party financial institution, the Company sells customer accounts receivable balances without recourse to the extent that the customer balances are maintained at or below the credit limit established by the buyer. If customer receivable balances exceed the buyer’s credit limit, the Company maintains the risk of default. The Company obtained a true-sale opinion from an independent attorney, which states that the factoring agreement provides legal isolation upon WEX Europe Services bankruptcy or receivership under local law and creates a sale of receivables for amounts transferred both below and above the established credit limits. The Company continues to service these receivables post-transfer with no participating interest. As such, transfers under this arrangement are treated as sales and are accounted for as reductions in trade accounts receivable because effective control of the receivables is transferred to the buyer. The Company sold $122.6 million and $327.2 million of accounts receivable under this arrangement during the three and nine months ended September 30, 2020, respectively. For the three and nine months ended September 30, 2019, the Company sold $156.0 million and $470.3 million of accounts receivable, respectively. Proceeds received, which are recorded net of applicable costs, including interest and commissions, are recorded in operating activities in the condensed consolidated statements of cash flows. The loss on factoring, recorded within cost of services, was insignificant and $1.7 million for three and nine months ended September 30, 2020, respectively. For the three and nine months ended September 30, 2019, the loss on factoring was $0.8 million and $2.6 million, respectively. As of September 30, 2020 and December 31, 2019, the amount of outstanding transferred receivables in excess of the established credit limit was immaterial. Charge-backs on balances in excess of the credit limit during the nine months ended September 30, 2020 and September 30, 2019 were insignificant. WEX Bank Accounts Receivable Factoring Under a factoring agreement with an unrelated third-party financial institution, WEX Bank sells certain of its trade accounts receivable under non-recourse transactions. The Company obtained a true-sale opinion from an independent attorney, which states that the factoring agreement provides legal isolation upon WEX Bank bankruptcy or receivership under local law. WEX Bank continues to service the receivables post-transfer with no participating interest. As such, transfers under this arrangement are treated as a sale and are accounted for as a reduction in trade accounts receivable because effective control of the receivables is transferred to the buyer. The Company sold $0.8 billion and $3.7 billion of trade accounts receivable under this arrangement during the three and nine months ended September 30, 2020, respectively. During the three and nine months ended September 30, 2019, the Company sold $5.0 billion and $11.0 billion of accounts receivable, respectively. Proceeds received, which are reported net of a negotiated discount rate, are recorded in operating activities in the statements of cash flows. The loss on factoring, which is recorded within cost of services in the unaudited condensed consolidated statements of operations, was immaterial for the three and nine months ended September 30, 2020. For the three and nine months ended September 30, 2019, the loss on factoring was $1.2 million and $2.9 million, respectively. WEX Latin America Securitization of Receivables |
Investment Securities
Investment Securities | 9 Months Ended |
Sep. 30, 2020 | |
Investments, Debt and Equity Securities [Abstract] | |
Investment Securities | 12. Investment Securities The Company’s investment securities were purchased and are held by WEX Bank primarily to meet the requirements of the Community Reinvestment Act. Changes in the fair value of the Company’s equity securities are recognized within net unrealized loss on financial instruments on the unaudited condensed consolidated statements of operations for the three and nine months ended September 30, 2020 and 2019. The Company’s debt securities, and any changes in their fair values, are not material individually or in the aggregate as of September 30, 2020 and December 31, 2019. Purchases, sales and maturities associated with investment securities are treated as investing activities within the condensed consolidated statements of cash flows. Refer to Note 13, Fair Value, for further information. |
Fair Value
Fair Value | 9 Months Ended |
Sep. 30, 2020 | |
Fair Value Disclosures [Abstract] | |
Fair Value | 13. Fair Value Certain of the Company’s financial assets and liabilities are recorded 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. 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. Assets and liabilities measured at fair value are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. Our assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability. Assets and Liabilities Measured at Fair Value on a Recurring Basis The following table presents the Company’s financial instruments that are measured at fair value on a recurring basis: (In thousands) Fair Value Hierarchy September 30, 2020 December 31, 2019 Financial Assets: Money market mutual funds (a) 1 $ 558,919 $ 223,217 Investment securities Municipal bonds 2 $ 197 $ 302 Asset-backed securities 2 220 247 Mortgage-backed securities 2 142 174 Pooled investment fund measured at NAV (e) 5,000 5,000 Fixed-income mutual fund 1 25,700 24,737 Total investment securities $ 31,259 $ 30,460 Executive deferred compensation plan trust (b) 1 $ 8,858 $ 7,965 Interest rate swaps (c) 2 $ — $ 2,395 Liabilities Interest rate swaps (d) 2 $ 50,091 $ 19,764 (a) The fair value is recorded in cash and cash equivalents. (b) The fair value is recorded in prepaid expenses and other current assets and other assets based on the timing of payment obligations. At both September 30, 2020 and December 31, 2019, $0.9 million of fair value is recorded within prepaid expenses and other current assets. At September 30, 2020 and December 31, 2019, $8.0 million and $7.0 million of fair value is recorded within other assets, respectively. (c) The fair value is recorded as a current or long-term asset within prepaid expenses and other current assets or other assets depending on the timing of expected discounted cash flows. At December 31, 2019, $2.4 million of fair value is recorded within prepaid and other current assets. (d) The fair value is recorded in other current liabilities or other liabilities depending on the timing of expected discounted cash flows. At September 30, 2020 and December 31, 2019, $21.7 million and $6.7 million of fair value is recorded within other current liabilities, respectively. At September 30, 2020 and December 31, 2019, $28.4 million and $13.1 million of fair value is recorded within other liabilities, respectively. (e) The fair value of this security is measured at NAV as a practical expedient and has not been classified within the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the condensed consolidated balance sheets. Money Market Mutual Funds A portion of the Company’s cash and cash equivalents are invested in money market mutual funds that primarily consist of short-term government securities, which are classified as Level 1 in the fair value hierarchy because they are valued using quoted market prices in an active market. Investment Securities When available, the Company uses quoted market prices to determine the fair value of investment securities; such inputs are classified as Level 1 of the fair-value hierarchy. These securities primarily consist of an open-ended mutual fund, which is invested in fixed-income securities and is held in order to satisfy the regulatory requirements of WEX Bank. For mortgage-backed and asset-backed debt securities and municipal 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 valued using Level 2 inputs. Pooled Investment Fund (In thousands) Fair Value Unfunded Commitments Redemption Frequency Redemption Notice Period Pooled investment fund, as of September 30, 2020 $ 5,000 — Monthly 30 days The pooled investment fund is a Community Reinvestment Act-eligible investment fund, which seeks to provide bank investors with current income consistent with the returns available in adjustable-rate government guaranteed financial products by investing in Community Development loans guaranteed by the Small Business Administration. The fund maintains individual capital accounts for each investor, which reflect each individual investor’s share of the NAV of the fund. Executive Deferred Compensation Plan Trust The investments held in the executive 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. Interest Rate Swaps The Company determines the fair value of its interest rate swaps based on the discounted cash flows of the difference between the projected fixed payments on the swaps and the implied floating payments using the current LIBOR curve, which are Level 2 inputs of the fair value hierarchy. Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis The Company had no assets and liabilities measured at fair value on a non-recurring basis as of September 30, 2020 and December 31, 2019. Assets and Liabilities Measured at Carrying Value, for which Fair Value is Disclosed Notes Outstanding The Company determines the fair value of the Notes based on market rates for the issuance of our debt, which are classified as Level 2 in the fair value hierarchy. As of September 30, 2020 and December 31, 2019, the carrying value of the Notes approximated fair value. 2016 Credit Agreement The Company determines the fair value of the amount outstanding under its 2016 Credit Agreement based on the market rates for the issuance of the Company’s debt, which are Level 2 inputs in the fair value hierarchy. As of September 30, 2020, the fair value of the tranche A and tranche B loans was $868.5 million and $1.39 billion, respectively. At December 31, 2019, the carrying value of the 2016 Credit Agreement, including both tranche A and tranche B loans, approximated fair value. Convertible Notes The Company determines the fair value of the Convertible Notes outstanding using our stock price and volatility, the conversion premium on the Convertible Notes and effective interest rates for similarly rated credit issuances, all of which are Level 2 inputs in the fair value hierarchy. As of September 30, 2020, the fair value of our convertible notes was $320.5 million. Other Assets and Liabilities |
Redeemable Non-Controlling Inte
Redeemable Non-Controlling Interest | 9 Months Ended |
Sep. 30, 2020 | |
Noncontrolling Interest [Abstract] | |
Redeemable Non-Controlling Interest | 14. Redeemable Non-Controlling Interest On March 5, 2019, the Company acquired Discovery Benefits, an employee benefits administrator. The seller of Discovery Benefits obtained a 4.9 percent equity interest in the newly formed parent company of WEX Health and Discovery Benefits (the “U.S. Health business”). The seller’s 4.9 percent non-controlling interest in the U.S. Health business was initially established at both carrying value and fair value. On the date of acquisition, the excess of the fair value of the 4.9 percent equity interest in WEX Health over its carrying value was recognized as an equity transaction, resulting in a $41.4 million increase to additional paid-in capital. Remeasurement of the equity interest to fair value during the first quarter of 2019 resulted in an increase to redeemable non-controlling interest of $41.4 million and an offsetting decrease to retained earnings that did not impact earnings per share. The agreement provides the seller with a put right and the Company with a call right for the equity interest, which can be exercised no earlier than seven years following the date of acquisition. Upon exercise of the put or call right, the purchase price is calculated based on a revenue multiple of peer companies (as described in the operating agreement for the U.S. Health business) applied to trailing twelve month revenues of the U.S. Health business. The put option makes the non-controlling interest redeemable and, therefore, the non-controlling interest is classified as temporary equity outside of stockholders’ equity. The Company calculates the redemption value of the redeemable non-controlling interest on a quarterly basis using revenue multiples as determined in accordance with the operating agreement for the U.S. Health business and as described above. The redeemable non-controlling interest is reported at the higher of its redemption value or the non-controlling interest holder’s proportionate share of the U.S. Health business’ net carrying value. Any resulting change in the value of the redeemable non-controlling interest is offset against retained earnings and impacts earnings per share. The following table presents the changes in the Company’s redeemable non-controlling interest: (In thousands) 2020 2019 Balance at December 31 $ 156,879 $ — Acquisition of Discovery Benefits at fair value — 25,757 Establishing redeemable non-controlling interest for WEX Health at carrying value — 32,843 Adjustment to redeemable non-controlling interest to reflect WEX Health at fair value — 41,400 Net income (loss) attributable to redeemable non-controlling interest 142 (7) Change in value of redeemable non-controlling interest 2,624 — Balance at March 31 $ 159,645 $ 99,993 Net income attributable to redeemable non-controlling interest 99 14 Change in value of redeemable non-controlling interest (59,940) 17,720 Balance at June 30 $ 99,804 $ 117,727 Net income attributable to redeemable non-controlling interest 537 32 Change in value of redeemable non-controlling interest 6,879 28,459 Balance at September 30 $ 107,220 $ 146,218 |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 15. Income Taxes The Company’s effective tax rate was (59.8) percent and 6.4 percent for the three and nine months ended September 30, 2020, respectively, as compared to 31.1 percent and 29.2 percent for the three and nine months ended September 30, 2019, respectively. Income tax expense is based on an estimated annual effective rate, which requires the Company to make its best estimate of annual pretax income or loss. The significant decrease in the Company’s tax rate during the three and nine months ended September 30, 2020 was primarily due to the jurisdictional earnings mix and decrease in estimated income before income taxes for the current year with relatively significant non-deductible expenses, including the loss on the sale of WEX Latin America. The Company's effective tax rate for the nine months ended September 30, 2020 included discrete tax benefits of $9.8 million and $3.6 million reflecting an additional tax basis related to the acquisition of Discovery Benefits and Noventis, respectively, partially offset by a valuation allowance of $5.3 million recognized against the beginning of the year deferred tax assets for WEX Latin America. Undistributed earnings of certain foreign subsidiaries of the Company amounted to $35.1 million and $77.4 million at September 30, 2020 and December 31, 2019, respectively. The decrease is primarily due to the exclusion of cumulative earnings of WEX Latin America upon its sale on September 30, 2020. These earnings and profits are considered to be indefinitely reinvested. Upon distribution of these earnings in the form of dividends or otherwise, the Company would be subject to withholding taxes payable to foreign countries, where applicable, but would generally have no further federal income tax liability. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 16. Commitments and Contingencies Commitment Letter In connection with the agreement to purchase eNett and Optal for an aggregate purchase price comprised of approximately $1.3 billion in cash and 2.0 million shares of the Company’s common stock, subject to certain working capital and other adjustments as described in the purchase agreement, on January 24, 2020 the Company entered into a commitment letter with Bank of America, N.A. and BofA Securities, Inc. for senior secured and unsecured credit facilities in the aggregate amount of up to $3.1 billion, inclusive of backstops totaling $1.7 billion that reduced to zero under the terms of the Eighth Amendment to the 2016 Credit Agreement ("the Commitment Letter"). The Commitment Letter was most recently amended and restated on August 20, 2020 to among other things, reallocate $600.0 million of aggregate credit commitments from a senior secured bridge facility to a 364-day unsecured credit facility and to extend this portion of the commitment by six months to April 22, 2021. The remaining $752.0 million consists of a seven-year term loan B facility commitment that was not affected by this amendment and restatement. Under the Commitment Letter, as amended and restated to date, the Company is subject to various underwriting, ticking, and other fees that are payable from time to time or may only be payable upon funding, if it were to occur. As part of the amendment and restatement as of August 20, 2020, the Company incurred and capitalized $5.3 million of underwriting fees associated with the commitment, which have been included within prepaid expenses and other current assets in the condensed consolidated balance sheet at September 30, 2020. These fees are being amortized to financing interest expense over the commitment period through April 22, 2021. In addition to the underwriting fees incurred, the Company began to incur certain ticking fees on the term loan B facility commitment and the unsecured credit facility during the third quarter of 2020. These fees are payable based on the total commitment value through the commitment expiration dates and at rates ranging from 50 basis points to 350 basis points. During the three and nine months ended September 30, 2020, the Company incurred $5.0 million in ticking fees, which were recorded as financing interest expense in the condensed consolidated statement of operations. Litigation The Company is subject to legal proceedings and claims in the ordinary course of business. On May 11, 2020, the shareholders of eNett and Optal each initiated separate legal proceedings in the High Court of Justice of England and Wales in the United Kingdom against the Company denying that there has been a Material Adverse Effect and alleging that the Company has threatened to breach its obligations under the terms of the purchase agreement. The claimants seek a declaration that no Material Adverse Effect has occurred and orders for specific performance of WEX's obligations under the purchase agreement. From September 21, 2020 through September 29, 2020, a London court held a trial of certain preliminary issues, including, among other things, the determination of the industry in which eNett and Optal operate and of the other participants in such industry, in each case for purposes of interpreting the definition of Material Adverse Effect in the purchase agreement. On October 12, 2020, the Court handed down its judgment, which concluded, among other things, that the Optal and eNett Groups operate in the payments industry and the B2B payments industry and that, for the purpose of the definition of the Material Adverse Effect clause, the relevant industry is the B2B payments industry. The Court found that there was no travel payments industry, as argued for by eNett and Optal. This finding means that when determining whether eNett or Optal have been disproportionately impacted by the pandemic, a comparison will be made against other B2B payments companies. The Company believes that eNett and Optal have been and are disproportionately impacted, however, this matter is to be decided conclusively at a subsequent trial and the outcome of such proceedings cannot be predicted at this time. The claimants are seeking permission to appeal certain aspects of the judgment. This includes the Court’s decision that, for the purpose of the Material Adverse Effect clause, the relevant industry is the B2B payments industry and the Court’s decision on a question concerning which party bears the burden of proof in relation to the Material Adverse Effect clause. In addition, the Company is seeking permission to appeal a part of the Court’s judgment concluding that impacts caused by changes in Law (as defined in the purchase agreement) arising from the pandemic may not be taken into account in determining whether or not there has been a Material Adverse Effect, and a part of the Court’s judgment concluding that the carve-out addressing disproportionate effects in the definition of Material Adverse Effect only applies to events that have had a Material Adverse Effect (and not events that were ‘reasonably expected’ to have a Material Adverse Effect). If the claimants obtain permission to appeal the question of the relevant industry for the purpose of the Material Adverse Effect clause, the Company expects to also seek permission to appeal an aspect of the judgment dealing with how the comparison of eNett and/or Optal would be made against other participants in the “travel payments industry” had such an industry been found to exist. Commitments Minimum Volume Commitments Certain of the Company’s subsidiaries are required to purchase a minimum amount of fuel from suppliers on an annual basis. If the minimum requirement is not fulfilled, they are subject to penalties based on the amount of spend below the minimum annual volume commitment. The Company incurred penalties of $1.2 million and $2.4 million during the three and nine months ended September 30, 2020, respectively, as a result of lower volumes resulting from COVID-19. Other Commitments Other significant commitments and contingencies as of September 30, 2020 are consistent with those discussed in Note 21, Commitments and Contingencies, to the consolidated financial statements in the Annual Report on Form 10–K for the year ended December 31, 2019. |
Stock-Based Compensation
Stock-Based Compensation | 9 Months Ended |
Sep. 30, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Stock-Based Compensation | 17. Stock–Based Compensation The Company regularly grants equity awards under its stockholder-approved equity plans to certain employees and directors. The fair value of restricted stock units, deferred stock units and performance-based restricted stock units, excluding total shareholder return (“TSR”) awards, is based on the closing market price of the Company’s stock on the grant date as reported by the NYSE. The fair value of each service-based stock option award is estimated on the grant date using a Black-Scholes-Merton option-pricing model. The fair value of market-based awards, including TSRs, is estimated on the grant date using a Monte-Carlo simulation pricing model. Given the economic uncertainty and business disruption created by the COVID-19 pandemic, effective June 23, 2020, the Company's Compensation Committee approved certain modifications to performance-based restricted stock units previously granted on March 16, 2020 and March 20, 2019. Such changes included replacing Company performance metrics with TSR metrics for the March 16, 2020 awards, and for the March 20, 2019 awards, adding a relative TSR modifier to scale the payment up or down by +/- 15 percent. Additionally, the Company granted certain employees new TSR awards on June 24, 2020. Attainment of the Company's TSR awards is tied to WEX's TSR relative to the S&P 400 from the time of modification (for awards modified on June 23, 2020) or grant date (for awards granted on June 24, 2020). Given that these are market-based performance awards, the fair value is calculated by the Monte Carlo simulation valuation model. The key inputs for the fair values by grant date are outlined below: Grant date 6/24/2020 6/24/2020 3/16/2020 3/20/2019 Recipient(s) Non-CEO CEO All All Modification date N/A N/A 6/23/2020 6/23/2020 Risk-free rate 0.21% 0.21% 0.20% 0.18% Stock price 1 $160.14 $160.14 $173.15 $173.15 Volatility 47.72% 47.72% 51.32% 62.29% Performance period June 24, 2020 – June 24, 2020 – June 23, 2020 – December 31, 2022 June 23, 2020 – December 31, 2021 Shares at target 110,467 28,101 199,870 86,845 Fair value per share 2 $264.17 $240.55 $280.93 $188.21 1 At the date of grant or modification date, whichever is applicable. 2 At the date of grant or modification date, whichever is applicable. The CEO's June 24, 2020 award has a one-year post-vesting holding period. For the Company's awards that were modified on June 23, 2020, the final attainment for recipients other than executive officers will be based on the greater of the payout under the original awards performance metrics or the modified metrics as described above. As a result, the Company is required to assess which payout is more likely and adjust the expense accordingly. If the original awards' performance metrics are expected to result in a higher number of shares vesting, then the expense recorded will be based on awards expected to vest at the grant-date stock price. Alternatively, if the modified metrics are expected to result in a higher number of shares vesting, then the expense recorded will be based on the fair value calculated using the Monte Carlo simulation valuation model. |
Segment Information
Segment Information | 9 Months Ended |
Sep. 30, 2020 | |
Segment Reporting [Abstract] | |
Segment Information | 18. Segment Information The Company determines its operating segments and reports segment information in accordance with how the Company’s CODM allocates resources and assesses performance. The Company’s CODM is its Chief Executive Officer. The operating segments are aggregated into the three reportable segments described below. • Fleet Solutions 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. • Travel and Corporate Solutions focuses on the complex payment environment of B2B payments, providing customers with payment processing solutions for their corporate payment and transaction monitoring needs. • Health and Employee Benefit Solutions provides healthcare payment products and SaaS consumer-directed platforms, as well as payroll related benefits to customers. The following tables present the Company’s reportable segment revenues: Three Months Ended September 30, 2020 (In thousands) Fleet Solutions Travel and Corporate Solutions Health and Employee Total Payment processing revenue $ 102,418 $ 53,239 $ 15,420 $ 171,077 Account servicing revenue 39,350 9,964 63,103 112,417 Finance fee revenue 46,129 145 33 46,307 Other revenue 40,807 948 10,560 52,315 Total revenues $ 228,704 $ 64,296 $ 89,116 $ 382,116 Interest income $ 1,304 $ 12 $ 304 $ 1,620 Three Months Ended September 30, 2019 (In thousands) Fleet Solutions Travel and Corporate Solutions Health and Employee Benefit Solutions Total Payment processing revenue $ 125,288 $ 85,128 $ 14,340 $ 224,756 Account servicing revenue 42,037 10,717 56,451 109,205 Finance fee revenue 65,818 645 (81) 66,382 Other revenue 44,383 2,638 12,599 59,620 Total revenues $ 277,526 $ 99,128 $ 83,309 $ 459,963 Interest income $ 825 $ 402 $ 449 $ 1,676 Nine Months Ended September 30, 2020 (In thousands) Fleet Solutions Travel and Corporate Solutions Health and Employee Total Payment processing revenue $ 305,888 $ 166,768 $ 49,919 $ 522,575 Account servicing revenue 115,252 31,210 189,274 335,736 Finance fee revenue 143,934 900 111 144,945 Other revenue 117,857 4,272 35,494 157,623 Total revenues $ 682,931 $ 203,150 $ 274,798 $ 1,160,879 Interest income $ 3,205 $ 265 $ 998 $ 4,468 Nine Months Ended September 30, 2019 (In thousands) Fleet Solutions Travel and Corporate Solutions Health and Employee Benefit Solutions Total Payment processing revenue $ 353,413 $ 222,399 $ 50,568 $ 626,380 Account servicing revenue 122,782 32,019 148,382 303,183 Finance fee revenue 174,067 1,498 102 175,667 Other revenue 127,360 16,210 34,846 178,416 Total revenues $ 777,622 $ 272,126 $ 233,898 $ 1,283,646 Interest income $ 4,844 $ 1,209 $ 1,036 $ 7,089 The CODM evaluates the financial performance of each segment using segment adjusted operating income, which excludes: (i) unallocated corporate expenses; (ii) acquisition and divestiture related items (including acquisition-related intangible amortization); (iii) loss on sale of subsidiary; (iv) debt restructuring costs; (v) stock-based compensation; and (vi) other costs. Additionally, we do not allocate foreign currency gains and losses, financing interest expense, unrealized and realized gains and losses on financial instruments, income taxes and adjustments attributable to non-controlling interests to our operating segments. The following table reconciles total segment adjusted operating income to (loss) income before income taxes: Three Months Ended September 30, Nine Months Ended September 30, (In thousands) 2020 2019 2020 2019 Segment adjusted operating income Fleet Solutions $ 102,276 $ 133,348 $ 284,064 $ 348,900 Travel and Corporate Solutions 14,184 47,356 47,060 122,581 Health and Employee Benefit Solutions 23,800 21,427 78,525 62,353 Total segment adjusted operating income $ 140,260 $ 202,131 $ 409,649 $ 533,834 Reconciliation: Total segment adjusted operating income $ 140,260 $ 202,131 $ 409,649 $ 533,834 Less: Unallocated corporate expenses 14,817 17,016 45,313 52,135 Acquisition-related intangible amortization 42,831 42,800 127,847 116,502 Other acquisition and divestiture related items 15,430 7,907 31,107 24,704 Loss on sale of subsidiary 46,362 — 46,362 — Debt restructuring costs (240) 1,162 525 10,640 Stock-based compensation 18,170 9,522 45,059 34,956 Other costs 1,045 5,413 7,980 12,914 Operating income 1,845 118,311 105,456 281,983 Financing interest expense (40,950) (34,549) (101,813) (101,299) Net foreign currency loss (784) (16,528) (31,973) (13,748) Net unrealized gain (loss) on financial instruments 3,774 (5,650) (32,115) (39,078) (Loss) Income before income taxes $ (36,115) $ 61,584 $ (60,445) $ 127,858 |
Supplementary Regulatory Capita
Supplementary Regulatory Capital Disclosure | 9 Months Ended |
Sep. 30, 2020 | |
Debt Disclosure [Abstract] | |
Supplementary Regulatory Capital Disclosure | 19. Supplementary Regulatory Capital Disclosure The Company’s subsidiary, WEX Bank, is subject to various regulatory capital requirements administered by the FDIC and the Utah Department of Financial Institutions. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, WEX Bank must meet specific capital guidelines that involve quantitative measures of WEX Bank’s assets, liabilities and certain off-balance sheet items. WEX Bank’s capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings and other factors. Failure to meet minimum capital requirements can initiate certain mandatory and possible additional discretionary actions by regulators that, if undertaken, could limit our business activities and have a material effect on our business, results of operations and financial condition. Quantitative measures established by regulation to ensure capital adequacy require WEX Bank to maintain minimum amounts and ratios as defined in the regulations. As of September 30, 2020, the most recent FDIC exam report categorized WEX Bank as “well capitalized” under the regulatory framework for prompt corrective action. There are no conditions or events subsequent to that examination report that management believes have changed WEX Bank’s capital rating. The following table presents WEX Bank’s actual and regulatory minimum capital amounts and ratios: (In thousands) Actual Amount Ratio Minimum for Capital Adequacy Purposes Amount Ratio Minimum to Be Well Capitalized Under Prompt Corrective Action Provisions Amount Ratio September 30, 2020 Total Capital to risk-weighted assets $ 318,656 15.74 % $ 161,982 8.0 % $ 202,477 10.0 % Tier 1 Capital to average assets $ 310,979 12.75 % $ 97,568 4.0 % $ 121,959 5.0 % Common equity to risk-weighted assets $ 310,979 15.36 % $ 91,115 4.5 % $ 131,610 6.5 % Tier 1 Capital to risk-weighted assets $ 310,979 15.36 % $ 121,486 6.0 % $ 161,982 8.0 % December 31, 2019 Total Capital to risk-weighted assets $ 329,276 13.54 % $ 194,566 8.0 % $ 243,208 10.0 % Tier 1 Capital to average assets $ 314,466 10.88 % $ 115,583 4.0 % $ 144,479 5.0 % Common equity to risk-weighted assets $ 314,466 12.93 % $ 109,443 4.5 % $ 158,085 6.5 % Tier 1 Capital to risk-weighted assets $ 314,466 12.93 % $ 145,925 6.0 % $ 194,566 8.0 % |
Basis of Presentation (Policies
Basis of Presentation (Policies) | 9 Months Ended |
Sep. 30, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | 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. Accordingly, they do not include all information and notes required by GAAP for complete financial statements. 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, 2019, filed with the SEC on February 28, 2020. In the opinion of management, all adjustments considered necessary for a fair presentation, which are of a normal recurring nature, have been included. Operating results for the three and nine months ended September 30, 2020 are not necessarily indicative of the results for any future periods or the year ending December 31, 2020. With the exception of accounting policies over credit loss reserves, which were impacted by the adoption of ASU 2016–13 effective January 1, 2020 (refer to Note 2, Recent Accounting Pronouncements), we have applied the same accounting policies in preparing these quarterly financial statements as we did in preparing our 2019 annual financial statements. The Company rounds amounts in the unaudited condensed consolidated financial statements to thousands and calculates all per-share data from underlying whole-dollar amounts. Thus, certain amounts may not foot, crossfoot or recalculate based on reported numbers due to rounding. |
Allowance for Accounts Receivable | The Company adopted Topic 326 on January 1, 2020, utilizing the modified-retrospective approach, under which prior period comparable financial information was not adjusted. Topic 326 amends the impairment model by requiring entities to use a forward-looking approach based on expected losses rather than incurred losses to estimate credit losses on certain types of financial instruments, including trade receivables and off-balance sheet credit exposures. See Note 2, Recent Accounting Pronouncements, for further information regarding this new accounting standard. The following table illustrates the adoption impact of Topic 326: January 1, 2020 (In thousands) Prior to Adoption Impact of As Reported Allowance for accounts receivable 1 $ 52,274 $ 11,577 $ 63,851 Deferred income taxes, net (within total assets) $ 12,833 $ 570 $ 13,403 Deferred income taxes, net (within total liabilities) $ 218,740 $ (2,230) $ 216,510 Retained earnings $ 1,539,201 $ (8,587) $ 1,530,614 Non-controlling interest $ 9,575 $ (190) $ 9,385 1 This impact does not reflect the economic disruption resulting from the COVID-19 pandemic since it occurred subsequent to January 1, 2020. Allowance for Accounts Receivable The allowance for accounts receivable reflects management’s current estimate of uncollectible balances on its accounts receivable and consists primarily of reserves for credit losses. As a result of the adoption of Topic 326, the reserve for expected credit losses includes both a quantitative and qualitative reserve component. The quantitative component is primarily calculated using an analytic model, which includes the consideration of historical loss experience and past events to calculate actual loss-rates at the portfolio level. It also includes reserves against specific customer account balances determined to be at risk for non-collection based on customer information including delinquency, changes in payment patterns and other information. The qualitative component is determined through analyzing recent trends in economic indicators and other current and forecasted information to determine whether loss-rates are expected to change significantly in comparison to historical loss-rates at the portfolio level. When such indicators are forecasted to trend a predetermined amount from the historical median, the Company qualitatively determines what impact, if any, the trends are expected to have on the reserve for expected credit losses. Economic indicators include consumer price indexes, consumer spending and unemployment trends, among others. See Note 6, Accounts Receivable, for discussion regarding the adjustments made during the three and nine months ended September 30, 2020 as a result of these assessments. Accounts receivable are evaluated for impairment on a pooling basis based on similar risk characteristics including industry of the borrower, historical or expected credit loss patterns, risk ratings or classification, and geographic location. As a result of this evaluation, our portfolio segments consist of the following: • Fleet Solutions - The majority of the customer base consists of companies within the transportation, logistics and fleet industries. The associated credit losses by customer are generally low, however, the Fleet Solutions segment has historically comprised the majority of the Company’s provision for credit loss. Credit losses generally correlate with changes in consumer price indices and other indices that measure trends and volatility including the Institute of Supply Management Purchasing Index and the U.S. Volatility Index. • Travel and Corporate Solutions - The customer base is comprised of businesses operating in a wide range of industries including large online travel agencies. With the exception of the Noventis portfolio, which has minimal credit risk due to its business model and collection terms, the associated credit losses are sporadic and closely correlate with trends in consumer metrics, including consumer spending and the consumer price index. • Health and Employee Benefit Solutions - The customer base includes third-party administrators, individual employers and employees. The associated credit losses are generally low. Prior to the sale of WEX Latin America, the Company maintained credit exposure on certain associated receivables not sold to the securitization fund and accordingly established an allowance for credit losses, which was included in the Health and Employee Benefit Solutions balance. When individual accounts receivable exhibit elevated credit risk characteristics as a result of bankruptcies, disputes, conversations with customers, or other significant credit loss events, they are assessed individual credit loss estimates. Assumptions regarding expected credit losses are reviewed each reporting period and may be impacted by actual performance of accounts receivable and changes in any of the factors discussed above. The allowance for accounts receivable also includes reserves for waived finance fees, which are used to maintain customer goodwill and recorded against the late fee revenue recognized, as well as reserves for fraud losses. Management monitors known and suspected fraudulent activity identified by the Company, as well as fraudulent claims reported by customers, in estimating the reserve for expected fraud losses. |
Off-Balance-Sheet Arrangements | Off-Balance Sheet Arrangements The Company has various off-balance sheet commitments, certain of which carry credit risk exposure. These items were not significantly impacted by the adoption of Topic 326 as of September 30, 2020: • Extension of credit to customers - The Company has entered into commitments to extend credit in the ordinary course of business as part of established customer agreements. The unfunded portion of an extension of credit to customers fluctuates as the Company increases or decreases customer credit limits, subject to appropriate credit reviews. Given that the Company can generally adjust its customers’ credit lines at its discretion at any time, the unfunded portion of loan commitments to customers is unconditionally cancellable and thus the Company has not established a liability for expected credit losses on those commitments. • Accounts receivable factoring - See Note 11, Off-Balance Sheet Arrangements, for the terms of the factoring arrangements for the Company’s subsidiaries, WEX Europe Services and WEX Bank. Within the terms of the Company’s WEX Europe Services accounts receivable factoring arrangement, the Company has credit risk exposure to the extent outstanding transferred receivables exceed established credit limits. The Company does not maintain any beneficial interest with respect to the receivables sold, and as such does not maintain any credit risk related to receivables transferred below the established credit limit. The amount by which factored receivables exceed the credit limit is insignificant as of September 30, 2020. Management deems expected credit losses arising from this off-balance sheet commitment to be insignificant and did not establish a corresponding liability. The Company does not retain any beneficial interest in WEX Bank’s factored receivables, and the terms of the agreement do not describe a scenario in which the Company would be exposed to credit risk as it relates to the transferred receivables. • Accounts receivable securitization - See Note 11, Off-Balance Sheet Arrangements, for the terms of the securitization arrangement at one of the Company’s subsidiaries, WEX Latin America up to and through the date of sale of such subsidiary on September 30, 2020. Within the terms of the Company’s WEX Latin America accounts receivable securitization arrangement, the Company did not maintain credit exposure given that the Company surrendered effective control and derecognized the receivables. The Company retained an interest in securitized receivables in the form of a non-controlling equity investment in the fund holding the receivables, in an amount of $6.7 million as of December 31, 2019. The Company’s beneficial interest in the securitized receivables carried residual credit risk, and the methodology for estimating expected credit losses on the beneficial interest was consistent with the methodology described within the Allowance for Accounts Receivable section above. As of both January 1, 2020 and June 30, 2020, expected credit losses estimated on the Company’s beneficial interest in WEX Latin America’s securitized receivables were insignificant. |
New Accounting Standards | Standard Description Date/Method of Adoption Effect on financial statements or other significant matters Adopted During the Nine Months Ended September 30, 2020 ASU 2016–13 This standard amends the impairment model to utilize an expected loss methodology in place of the incurred loss methodology for financial instruments, including trade receivables and off-balance sheet credit exposures. The standard requires entities to consider a broader range of information to estimate expected credit losses, including historical experience, current conditions and reasonable and supportable forecasts that impact the collectability of the reported amount. The Company adopted ASU 2016–13 effective January 1, 2020 using the modified-retrospective approach. The amendments of this new standard were applied through a cumulative-effect adjustment to total stockholders’ equity of $8.8 million, net of a $2.8 million income tax benefit, as of January 1, 2020. This adjustment was driven by the incorporation of economic forecasts into the Company’s expected credit loss reserve methodology. The unaudited condensed consolidated financial statements for the three and nine months ended September 30, 2020 are presented under the new standard. Comparative periods presented have not been adjusted. Refer to Note 1, Basis of Presentation, for discussion of the Company’s credit loss methodology. Not Adopted as of September 30, 2020 ASU 2020–04, Reference Rate Reform This standard provides optional guidance for a limited period of time to ease the potential financial reporting burden in accounting for (or recognizing the effects of) the discontinuation of LIBOR resulting from reference rate reform. The amendments provide optional expedients and exceptions for applying GAAP to contracts and other transactions impacted by reference rate reform. If certain criteria are met, an entity will not be required to remeasure or reassess contracts impacted by reference rate reform. Election is available through December 31, 2022. The Company is currently evaluating the implications of these amendments to its current efforts for reference rate reform implementation and any impact the adoption of this ASU would have on its financial condition and results of operations. ASU 2020–06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging –Contracts in Entity's Own Equity (Subtopic 815-40) This standard simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts in an entity's own equity. Among other changes, this standard removes from GAAP the liability and equity separation model for convertible instruments with a cash conversion feature. Instead, entities will account for a convertible debt instrument wholly as debt unless (1) a convertible debt instrument contains features that require bifurcation as a derivative under ASC Topic 815, Derivatives and Hedging, or (2) a convertible debt instrument was issued at a substantial premium. The standard also requires the application of the if-converted method to calculate the impact of convertible instruments on diluted earnings per share. Effective for fiscal years beginning after December 15, 2021 and may be early adopted for the fiscal year beginning after December 15, 2020 using a modified retrospective or fully retrospective method of transition. The Company is considering early adoption of this ASU effective January 1, 2021 and is currently evaluating the impact the adoption of this ASU would have on its financial condition and results of operations. |
Receivables | Accounts receivable consists of amounts billed to and due from customers across a wide range of industries and other third parties. The Company often extends short-term credit to cardholders and pays the merchant for the purchase price, less the fees it retains and records as revenue. The Company subsequently collects the total purchase price from the cardholder. In general, the Company’s trade receivables provide for payment terms of 30 days or less. Receivables not paid in full by payment due dates as stated within the terms of the agreement are generally considered past due and subject to late fees and interest based upon the outstanding receivables balance. The Company discontinues late fee and interest income accruals on outstanding receivables once customers are 90 and 120 days past the invoice due date, respectively. Payments received subsequent to discontinuing late fee and interest income accruals are first applied to outstanding late fees and interest, and the Company resumes accruing interest and late fee income as earned on future receivables balances. |
Earnings per Share | Basic earnings per share is computed by dividing net (loss) income attributable to shareholders by the weighted average number of shares of common stock and vested deferred stock units outstanding during the year. The computation of diluted earnings per share is similar to the computation of basic earnings per share, except that the numerator is increased for tax effected interest expense associated with our Convertible Notes and the denominator is increased for the assumed issuance of common shares issuable on convertible securities under the "if converted" method unless the effect is anti-dilutive. Also, diluted earnings per share includes the assumed exercise of dilutive options and the assumed issuance of unvested restricted stock units and performance-based awards for which the performance condition has been met as of the date of determination, using the treasury stock method unless the effect is anti-dilutive. The treasury stock method assumes that proceeds, including cash received from the exercise of employee stock options and the average unrecognized compensation expense for unvested share-based compensation awards, would be used to purchase the Company’s common stock at the average market price during the period. |
Derivative Instruments | The Company is exposed to certain market risks relating to its ongoing business operations. From time to time, the Company enters into derivative instrument arrangements to manage various risks including interest rate risk |
Fair Value of Financial Instruments | Certain of the Company’s financial assets and liabilities are recorded 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. 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. Assets and liabilities measured at fair value are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. Our assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability. Money Market Mutual Funds A portion of the Company’s cash and cash equivalents are invested in money market mutual funds that primarily consist of short-term government securities, which are classified as Level 1 in the fair value hierarchy because they are valued using quoted market prices in an active market. Investment Securities When available, the Company uses quoted market prices to determine the fair value of investment securities; such inputs are classified as Level 1 of the fair-value hierarchy. These securities primarily consist of an open-ended mutual fund, which is invested in fixed-income securities and is held in order to satisfy the regulatory requirements of WEX Bank. For mortgage-backed and asset-backed debt securities and municipal 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 valued using Level 2 inputs. Executive Deferred Compensation Plan Trust The investments held in the executive 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. Interest Rate Swaps The Company determines the fair value of its interest rate swaps based on the discounted cash flows of the difference between the projected fixed payments on the swaps and the implied floating payments using the current LIBOR curve, which are Level 2 inputs of the fair value hierarchy. |
Segment Information | The Company determines its operating segments and reports segment information in accordance with how the Company’s CODM allocates resources and assesses performance. The Company’s CODM is its Chief Executive Officer. The operating segments are aggregated into the three reportable segments described below. • Fleet Solutions 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. • Travel and Corporate Solutions focuses on the complex payment environment of B2B payments, providing customers with payment processing solutions for their corporate payment and transaction monitoring needs. • Health and Employee Benefit Solutions |
Basis of Presentation (Tables)
Basis of Presentation (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of New Accounting Pronouncements and Changes in Accounting Principles | The following table illustrates the adoption impact of Topic 326: January 1, 2020 (In thousands) Prior to Adoption Impact of As Reported Allowance for accounts receivable 1 $ 52,274 $ 11,577 $ 63,851 Deferred income taxes, net (within total assets) $ 12,833 $ 570 $ 13,403 Deferred income taxes, net (within total liabilities) $ 218,740 $ (2,230) $ 216,510 Retained earnings $ 1,539,201 $ (8,587) $ 1,530,614 Non-controlling interest $ 9,575 $ (190) $ 9,385 1 This impact does not reflect the economic disruption resulting from the COVID-19 pandemic since it occurred subsequent to January 1, 2020. The following table provides a brief description of accounting pronouncements adopted during the nine months ended September 30, 2020 and recent accounting pronouncements not yet adopted that could have a material effect on our financial statements: Standard Description Date/Method of Adoption Effect on financial statements or other significant matters Adopted During the Nine Months Ended September 30, 2020 ASU 2016–13 This standard amends the impairment model to utilize an expected loss methodology in place of the incurred loss methodology for financial instruments, including trade receivables and off-balance sheet credit exposures. The standard requires entities to consider a broader range of information to estimate expected credit losses, including historical experience, current conditions and reasonable and supportable forecasts that impact the collectability of the reported amount. The Company adopted ASU 2016–13 effective January 1, 2020 using the modified-retrospective approach. The amendments of this new standard were applied through a cumulative-effect adjustment to total stockholders’ equity of $8.8 million, net of a $2.8 million income tax benefit, as of January 1, 2020. This adjustment was driven by the incorporation of economic forecasts into the Company’s expected credit loss reserve methodology. The unaudited condensed consolidated financial statements for the three and nine months ended September 30, 2020 are presented under the new standard. Comparative periods presented have not been adjusted. Refer to Note 1, Basis of Presentation, for discussion of the Company’s credit loss methodology. Not Adopted as of September 30, 2020 ASU 2020–04, Reference Rate Reform This standard provides optional guidance for a limited period of time to ease the potential financial reporting burden in accounting for (or recognizing the effects of) the discontinuation of LIBOR resulting from reference rate reform. The amendments provide optional expedients and exceptions for applying GAAP to contracts and other transactions impacted by reference rate reform. If certain criteria are met, an entity will not be required to remeasure or reassess contracts impacted by reference rate reform. Election is available through December 31, 2022. The Company is currently evaluating the implications of these amendments to its current efforts for reference rate reform implementation and any impact the adoption of this ASU would have on its financial condition and results of operations. ASU 2020–06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging –Contracts in Entity's Own Equity (Subtopic 815-40) This standard simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts in an entity's own equity. Among other changes, this standard removes from GAAP the liability and equity separation model for convertible instruments with a cash conversion feature. Instead, entities will account for a convertible debt instrument wholly as debt unless (1) a convertible debt instrument contains features that require bifurcation as a derivative under ASC Topic 815, Derivatives and Hedging, or (2) a convertible debt instrument was issued at a substantial premium. The standard also requires the application of the if-converted method to calculate the impact of convertible instruments on diluted earnings per share. Effective for fiscal years beginning after December 15, 2021 and may be early adopted for the fiscal year beginning after December 15, 2020 using a modified retrospective or fully retrospective method of transition. The Company is considering early adoption of this ASU effective January 1, 2021 and is currently evaluating the impact the adoption of this ASU would have on its financial condition and results of operations. |
Recent Accounting Pronounceme_2
Recent Accounting Pronouncements (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Accounting Changes and Error Corrections [Abstract] | |
Schedule of New Accounting Pronouncements and Changes in Accounting Principles | The following table illustrates the adoption impact of Topic 326: January 1, 2020 (In thousands) Prior to Adoption Impact of As Reported Allowance for accounts receivable 1 $ 52,274 $ 11,577 $ 63,851 Deferred income taxes, net (within total assets) $ 12,833 $ 570 $ 13,403 Deferred income taxes, net (within total liabilities) $ 218,740 $ (2,230) $ 216,510 Retained earnings $ 1,539,201 $ (8,587) $ 1,530,614 Non-controlling interest $ 9,575 $ (190) $ 9,385 1 This impact does not reflect the economic disruption resulting from the COVID-19 pandemic since it occurred subsequent to January 1, 2020. The following table provides a brief description of accounting pronouncements adopted during the nine months ended September 30, 2020 and recent accounting pronouncements not yet adopted that could have a material effect on our financial statements: Standard Description Date/Method of Adoption Effect on financial statements or other significant matters Adopted During the Nine Months Ended September 30, 2020 ASU 2016–13 This standard amends the impairment model to utilize an expected loss methodology in place of the incurred loss methodology for financial instruments, including trade receivables and off-balance sheet credit exposures. The standard requires entities to consider a broader range of information to estimate expected credit losses, including historical experience, current conditions and reasonable and supportable forecasts that impact the collectability of the reported amount. The Company adopted ASU 2016–13 effective January 1, 2020 using the modified-retrospective approach. The amendments of this new standard were applied through a cumulative-effect adjustment to total stockholders’ equity of $8.8 million, net of a $2.8 million income tax benefit, as of January 1, 2020. This adjustment was driven by the incorporation of economic forecasts into the Company’s expected credit loss reserve methodology. The unaudited condensed consolidated financial statements for the three and nine months ended September 30, 2020 are presented under the new standard. Comparative periods presented have not been adjusted. Refer to Note 1, Basis of Presentation, for discussion of the Company’s credit loss methodology. Not Adopted as of September 30, 2020 ASU 2020–04, Reference Rate Reform This standard provides optional guidance for a limited period of time to ease the potential financial reporting burden in accounting for (or recognizing the effects of) the discontinuation of LIBOR resulting from reference rate reform. The amendments provide optional expedients and exceptions for applying GAAP to contracts and other transactions impacted by reference rate reform. If certain criteria are met, an entity will not be required to remeasure or reassess contracts impacted by reference rate reform. Election is available through December 31, 2022. The Company is currently evaluating the implications of these amendments to its current efforts for reference rate reform implementation and any impact the adoption of this ASU would have on its financial condition and results of operations. ASU 2020–06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging –Contracts in Entity's Own Equity (Subtopic 815-40) This standard simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts in an entity's own equity. Among other changes, this standard removes from GAAP the liability and equity separation model for convertible instruments with a cash conversion feature. Instead, entities will account for a convertible debt instrument wholly as debt unless (1) a convertible debt instrument contains features that require bifurcation as a derivative under ASC Topic 815, Derivatives and Hedging, or (2) a convertible debt instrument was issued at a substantial premium. The standard also requires the application of the if-converted method to calculate the impact of convertible instruments on diluted earnings per share. Effective for fiscal years beginning after December 15, 2021 and may be early adopted for the fiscal year beginning after December 15, 2020 using a modified retrospective or fully retrospective method of transition. The Company is considering early adoption of this ASU effective January 1, 2021 and is currently evaluating the impact the adoption of this ASU would have on its financial condition and results of operations. |
Revenue (Tables)
Revenue (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Disaggregation of Revenue | The following tables disaggregate the Company’s consolidated revenue: Three Months Ended September 30, 2020 (In thousands) Fleet Solutions Travel and Corporate Solutions Health and Employee Benefit Solutions Total Topic 606 revenues Payment processing revenue 102,418 $ 53,239 $ 15,420 $ 171,077 Account servicing revenue 4,436 9,964 63,103 77,503 Other revenue 20,778 529 7,655 28,962 Total Topic 606 revenues $ 127,632 $ 63,732 $ 86,178 $ 277,542 Non-Topic 606 revenues 101,072 564 2,938 104,574 Total revenues $ 228,704 $ 64,296 $ 89,116 $ 382,116 Three Months Ended September 30, 2019 (In thousands) Fleet Solutions Travel and Corporate Solutions Health and Employee Benefit Solutions Total Topic 606 revenues Payment processing revenue $ 125,288 $ 85,128 $ 14,340 $ 224,756 Account servicing revenue 7,165 10,717 56,451 74,333 Other revenue 19,851 690 7,243 27,784 Total Topic 606 revenues $ 152,304 $ 96,535 $ 78,034 $ 326,873 Non-Topic 606 revenues 125,222 2,593 5,275 133,090 Total revenues $ 277,526 $ 99,128 $ 83,309 $ 459,963 Nine Months Ended September 30, 2020 (In thousands) Fleet Solutions Travel and Corporate Solutions Health and Employee Benefit Solutions Total Topic 606 revenues Payment processing revenue $ 305,888 $ 166,768 $ 49,919 $ 522,575 Account servicing revenue 13,146 31,210 189,274 233,630 Other revenue 59,797 1,645 27,143 88,585 Total Topic 606 revenues $ 378,831 $ 199,623 $ 266,336 $ 844,790 Non-Topic 606 revenues 304,100 3,527 8,462 316,089 Total revenues $ 682,931 $ 203,150 $ 274,798 $ 1,160,879 Nine Months Ended September 30, 2019 (In thousands) Fleet Solutions Travel and Corporate Solutions Health and Employee Benefit Solutions Total Topic 606 revenues Payment processing revenue $ 353,413 $ 222,399 $ 50,568 $ 626,380 Account servicing revenue 20,601 32,019 148,382 201,002 Other revenue 56,446 2,488 21,018 79,952 Total Topic 606 revenues $ 430,460 $ 256,906 $ 219,968 $ 907,334 Non-Topic 606 revenues 347,162 15,220 13,930 376,312 Total revenues $ 777,622 $ 272,126 $ 233,898 $ 1,283,646 |
Schedule of Contract Assets and Liabilities | The following table provides information about these contract balances: (In thousands) Contract balance Location on the unaudited condensed consolidated balance sheets September 30, 2020 December 31, 2019 Receivables 1 Accounts receivable, net $ 45,853 $ 43,092 Contract assets Prepaid expenses and other current assets $ 5,494 $ 4,593 Contract assets Other assets $ 20,790 $ 20,496 Contract liabilities Other current liabilities $ 8,021 $ 5,171 Contract liabilities Other liabilities $ 14,535 $ — 1 The majority of the Company’s receivables, which are excluded from the table above, are either due from cardholders who have not been deemed the Company’s customer as it relates to interchange income or from revenues earned outside of the scope of Topic 606. |
Schedule of Remaining Performance Obligations | The following table includes revenue expected to be recognized related to remaining performance obligations at the end of the reporting period and is not indicative of the Company’s future revenue, as it relates to an insignificant portion of the Company’s operations. (In thousands) Remaining 2020 2021 2022 2023 2024 2025 Thereafter Total Minimum monthly fees 1 $ 13,421 $ 38,772 $ 28,942 $ 15,933 $ 5,837 $ 1,591 $ 36 $ 104,532 Professional services 2 2,602 2,052 — — — — — 4,654 Other 3 2,943 2,782 3,272 3,310 3,739 3,517 — 19,563 Total remaining performance obligations $ 18,966 $ 43,606 $ 32,214 $ 19,243 $ 9,576 $ 5,108 $ 36 $ 128,749 1 The transaction price allocated to the remaining performance obligations represents the minimum monthly fees on certain service contracts, which contain substantive termination penalties that require the counterparty to pay the Company for the aggregate remaining minimum monthly fees upon an early termination for convenience. 2 Includes software development projects and other services sold subsequent to the core offerings, to which the customer is contractually obligated. |
Acquisitions (Tables)
Acquisitions (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Business Combinations [Abstract] | |
Schedule of Business Acquisitions | The following is a summary of the final allocation of the purchase price to the assets and liabilities acquired, based on the fair value at the date of acquisition: (In thousands) Total consideration, net of $5,589 in cash acquired $ 260,455 Less: Network relationships (a) (d) 112,893 Customer relationships (b)(d) 33,963 Brand name (c) (d) 442 Deposits (5,169) Accrued expenses (420) Recorded goodwill $ 118,746 (a) Weighted average life - 10.1 years. (b) Weighted average life - 5.0 years. (c) Weighted average life - 1.0 year. (d) The weighted average life of all amortizable intangible assets acquired in this business combination is 8.9 years. The following is a summary of the final allocation of the purchase price to the assets and liabilities acquired, based on the fair value at the date of acquisition: (In thousands) Cash consideration, net of $125,865 in cash and restricted cash acquired $ 300,191 Fair value of redeemable non-controlling interest 100,000 Total consideration, net of cash and restricted cash acquired $ 400,191 Less: Accounts receivable 10,722 Property and equipment 4,904 Customer relationships (a)(d) 213,600 Developed technologies (b)(d) 38,900 Trademarks and trade names (c)(d) 13,800 Other assets 13,601 Accounts payable (3,071) Accrued expenses (7,563) Restricted cash payable (125,346) Deferred income taxes (21,941) Other liabilities (9,814) Recorded goodwill $ 272,399 (a) Weighted average life - 7.3 years. (b) Weighted average life - 5.4 years. (c) Weighted average life - 7.3 years. (d) The weighted average life of all amortizable intangible assets acquired in this business combination is 7.0 years. The following is a summary of the final allocation of the purchase price to the assets and liabilities acquired, based on the fair value at the date of acquisition: (In thousands) Total consideration, net of $44,947 in cash acquired $ 293,767 Less: Accounts receivable 22,134 Property and equipment 549 Network relationships (a) (c) 100,900 Developed technologies (b) (c) 15,000 Other assets 2,379 Accounts payable (33,521) Deferred income taxes (21,194) Other liabilities (2,367) Recorded goodwill $ 209,887 (a) Weighted average life - 8.3 years. (b) Weighted average life - 2.9 years. (c) The weighted average life of all amortizable intangible assets acquired in this business combination is 7.6 years. |
Business Acquisition, Pro Forma Information | The following represents unaudited pro forma operational results: (In thousands, except per share data) Three Months Ended September 30, 2019 Nine Months Ended September 30, 2019 Total revenues $ 459,963 $ 1,302,752 Net income attributable to shareholders $ 19,178 $ 53,213 Net income attributable to shareholders per share: Basic $ 0.44 $ 1.23 Diluted $ 0.44 $ 1.22 |
Sale of Subsidiary (Tables)
Sale of Subsidiary (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of Loss on Sale of Subsidiary | The following summarizes the loss on sale of subsidiary: (In thousands) Fair value of consideration transferred to the buyer $ 7,415 Plus: expenses associated with the sale 2,806 Plus: UNIK.S.A. net assets and liabilities, including $12,249 of cash and cash equivalents 36,141 Loss on sale of subsidiary $ 46,362 |
Accounts Receivable (Tables)
Accounts Receivable (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Receivables [Abstract] | |
Schedule of Changes in Reserves for Credit Losses Related to Accounts Receivable | The following tables present changes in the accounts receivable allowances by portfolio segment: Three Months Ended September 30, 2020 Three Months Ended September 30, 2019 (In thousands) Fleet Solutions Travel and Corporate Solutions Health and Employee Benefit Solutions Total Total Balance, beginning of period $ 47,109 $ 16,142 $ 592 $ 63,843 $ 50,575 Provision for credit losses 1 8,526 3,725 32 12,283 14,847 Charges to other accounts 2 3,200 — — 3,200 4,299 Charge-offs 3 (18,334) (10,149) (63) (28,546) (22,018) Recoveries of amounts previously charged-off 3,213 — — 3,213 2,521 Currency translation 504 31 (263) 272 (959) Balance, end of period $ 44,218 $ 9,749 $ 298 $ 54,265 $ 49,265 1 The provision is comprised of estimated credit losses based on the Company’s loss-rate experience and effective January 1, 2020, also includes adjustments required for forecasted credit loss information. The provision for credit losses for the three months ended September 30, 2020, includes estimates of expected credit losses over the contractual life of our receivables as the markets in which the Company operates are experiencing a decline, primarily due to the impact of COVID-19. The provision for credit losses reported within this table also includes the provision for fraud losses. See Note 1, Basis of Presentation, for further details of the adoption of Topic 326 on a modified retrospective basis. 2 The Company earns revenue by assessing monthly finance fees on accounts with overdue balances. These fees are recognized as revenue at the time the fees are assessed. The finance fee is calculated using the greater of a minimum charge or a stated late fee rate multiplied by the outstanding balance that is subject to a late fee charge. On occasion, these fees are waived to maintain relationship goodwill. Charges to other accounts represents the offset against the late fee revenue recognized when the Company establishes a reserve for such waived amounts. 3 The majority of the Travel and Corporate Solutions segment charge-offs is associated with the sale of the WEX Latin America business. Refer to Note 5, Sale of Subsidiary, for further information. Nine Months Ended September 30, 2020 Nine Months Ended September 30, 2019 (In thousands) Fleet Solutions Travel and Corporate Solutions Health and Employee Benefit Solutions Total Total Balance, prior to Topic 326 adoption $ 40,620 $ 3,578 $ 8,076 $ 52,274 $ 46,948 Impact of Topic 326 adoption 1 9,390 2,187 — 11,577 — Balance, beginning of period $ 50,010 $ 5,765 $ 8,076 $ 63,851 $ 46,948 Provision for credit losses 1 47,418 19,230 203 66,851 47,470 Charges to other accounts 2 13,930 — — 13,930 18,382 Charge-offs 3 (75,711) (15,214) (5,381) (96,306) (69,864) Recoveries of amounts previously charged-off 8,101 28 17 8,146 7,149 Currency translation 470 (60) (2,617) (2,207) (820) Balance, end of period $ 44,218 $ 9,749 $ 298 $ 54,265 $ 49,265 1 The provision is comprised of estimated credit losses based on the Company’s loss-rate experience and effective January 1, 2020, also includes adjustments required for forecasted credit loss information. The provision for credit losses for the nine months ended September 30, 2020, includes estimates of expected credit losses over the contractual life of our receivables as the markets in which the Company operates are experiencing a decline, primarily due to the impact of COVID-19. The provision for credit losses reported within this table also includes the provision for fraud losses. See Note 1, Basis of Presentation, for further details of the adoption of Topic 326 on a modified retrospective basis. 2 The Company earns revenue by assessing monthly finance fees on accounts with overdue balances. These fees are recognized as revenue at the time the fees are assessed. The finance fee is calculated using the greater of a minimum charge or a stated late fee rate multiplied by the outstanding balance that is subject to a late fee charge. On occasion, these fees are waived to maintain relationship goodwill. Charges to other accounts represents the offset against the late fee revenue recognized when the Company establishes a reserve for such waived amounts. 3 The majority of the Travel and Corporate Solutions segment charge-offs is associated with the sale of the WEX Latin America business. Refer to Note 5, Sale of Subsidiary, for further information. |
Schedule of Past Due Financing Receivables | The following table presents the outstanding balance of trade accounts receivable that are less than 30 and 60 days past due, in each case, as a percentage of total trade accounts receivable: Delinquency Status September 30, 2020 December 31, 2019 29 days or less past due 97 % 96 % 59 days or less past due 98 % 97 % |
Earnings per Share (Tables)
Earnings per Share (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Earnings Per Share [Abstract] | |
Schedule of Reconciliation of Income and Share Data Used in Basic and Diluted Earnings Per Share Computations | The following table summarizes net (loss) income attributable to shareholders and reconciles basic and diluted shares outstanding used in the earnings per share computations: Three Months Ended September 30, Nine Months Ended September 30, (In thousands) 2020 2019 2020 2019 Net (loss) income attributable to shareholders $ (65,840) $ 14,619 $ (9,438) $ 44,560 Weighted average common shares outstanding – Basic 44,166 43,349 43,720 43,300 Dilutive impact of share-based compensation awards 1 — 462 — 415 Weighted average common shares outstanding – Diluted 44,166 43,811 43,720 43,715 1 Due to the Company’s net loss position for the three and nine months ended September 30, 2020, 0.5 million and 0.4 million incremental shares, respectively, are excluded from the table above as the effect of including those shares would be anti-dilutive. An immaterial number of outstanding share-based compensation awards were excluded from the computation for the three and nine months ended September 30, 2019, as the effect of including these awards would be anti-dilutive. |
Derivative Instruments (Tables)
Derivative Instruments (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Notional Amounts of Outstanding Derivative Positions | The following table presents relevant information for the Company’s outstanding interest rate swap agreements as of September 30, 2020: Tranche A Tranche B Tranche C (1) Tranche D (1) Tranche E Tranche F (2) Notional amount at inception (in thousands) $150,000 $100,000 $200,000 $300,000 $200,000 $485,000 Maturity date 3/13/2023 3/12/2023 3/12/2023 12/30/2022 12/30/2023 12/31/2021 Fixed interest rate 1.954% 1.956% 2.413% 2.204% 1.862% 0.743% (1) Not amended or extended. (2) Result of the merging of tranches F and G, which were disclosed within the Company’s Annual Report on Form 10-K for the year ended December 31, 2019. |
Schedule of Location and Amounts of Derivative Gains and Losses in Condensed Consolidated Statements of Income | The following table presents information on the location and amounts of interest rate swap gains and losses: (In thousands) Three Months Ended September 30, Nine Months Ended September 30, Derivatives Not Designated as Hedging Instruments Location of Gain (Loss) Recognized in the Statement of Operations 2020 2019 2020 2019 Interest rate swap agreements – unrealized portion Net unrealized gain (loss) on financial instruments $ 3,774 $ (5,834) $ (32,722) $ (39,903) Interest rate swap agreements – realized portion Financing interest expense $ (5,438) $ 1,355 $ (10,336) $ 5,613 |
Deposits (Tables)
Deposits (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Banking and Thrift, Interest [Abstract] | |
Schedule of Deposits | The following table presents the composition of deposits, which are classified as short-term or long-term based on their contractual maturities: (In thousands) September 30, 2020 December 31, 2019 Interest-bearing brokered money market deposits 1 $ 407,964 $ 362,246 Customer deposits 108,102 112,571 Certificates of deposit with maturities within 1 year 1,2 564,070 835,996 Short-term deposits 1,080,136 1,310,813 Certificates of deposit with maturities greater than 1 year and less than 5 years 1,2 211,775 143,399 Total deposits $ 1,291,911 $ 1,454,212 Weighted average cost of funds on certificates of deposit outstanding 2.11 % 2.57 % Weighted average cost of interest-bearing brokered money market deposits 0.28 % 1.88 % 1 As of September 30, 2020 and December 31, 2019, all certificates of deposit and brokered money market deposits were in denominations of $250 thousand or less, corresponding to FDIC deposit insurance limits. 2 Original maturities range from 1 year to 5 years, with coupon interest rates ranging from 1.35 percent to 3.52 percent as of September 30, 2020. At December 31, 2019, original maturities ranged from 4 months to 5 years with coupon interest rates ranging from 1.80 percent to 3.52 percent. |
Financing and Other Debt (Table
Financing and Other Debt (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of Outstanding Debt | The following table summarizes the Company’s total outstanding debt by type as of September 30, 2020 and December 31, 2019. (In thousands) September 30, 2020 December 31, 2019 Tranche A term loan 886,260 923,707 Tranche B term loan 1,446,037 1,457,048 Term loans under 2016 Credit Agreement 1 2,332,297 2,380,755 Notes outstanding 1 400,000 400,000 Convertible Notes 1 310,000 — Securitized debt 72,521 104,261 Participation debt — 50,000 Borrowed federal funds — 34,998 WEX Latin America debt — 2,660 Total gross debt $ 3,114,818 $ 2,972,674 1 See Note 13, Fair Value, for more information regarding the Company’s 2016 Credit Agreement, Notes, and Convertible Notes. The following table summarizes the Company’s total outstanding debt by balance sheet classification: (In thousands) September 30, 2020 December 31, 2019 Current portion of gross debt $ 137,132 $ 256,529 Less: Unamortized debt issuance costs/debt discount (10,048) (7,998) Short-term debt, net $ 127,084 $ 248,531 Long-term portion of gross debt $ 2,977,686 $ 2,716,145 Less: Unamortized debt issuance costs/debt discount (98,212) (29,632) Long-term debt, net $ 2,879,474 $ 2,686,513 Supplemental information under 2016 Credit Agreement: Letters of credit (b) $ 51,627 $ 51,314 Remaining borrowing capacity on revolving credit facility (c) $ 818,373 $ 768,686 (b) Collateral for lease agreements, virtual card and fuel payment processing activity at the Company’s foreign subsidiaries. |
Schedule of Convertible Notes | The Convertible Notes consist of the following: (In thousands) September 30, 2020 Principal $ 310,000 Less: Unamortized discounts (68,437) Less: Unamortized issuance cost (2,417) Net carrying amount of Convertible Notes 1 $ 239,146 Equity component 2 $ 54,689 1 Recorded within long-term debt, net on our condensed consolidated balance sheet. 2 Represents the proceeds allocated to the conversion option, or debt discount, recorded within additional paid-in capital on the condensed consolidated balance sheet. Additional paid-in capital on the condensed consolidated balance sheet is further reduced by $0.6 million of issuance costs and $13.6 million in taxes associated with the equity component. The following table sets forth total interest expense recognized for the Convertible Notes: (In thousands) Three and Nine Months Ended September 30, 2020 Interest on 6.5% coupon $ 4,982 Amortization of debt discount and debt issuance costs 1,674 $ 6,656 |
Schedule of Amounts Outstanding Under Participation Debt Agreements in Place | The following table provides the amounts outstanding under the participation debt agreements in place at September 30, 2020 and December 31, 2019. There are no amounts outstanding as of September 30, 2020. September 30, 2020 December 31, 2019 (In thousands) Amounts Available (1) Amounts Outstanding Remaining Funding Amounts Available Amounts Outstanding Remaining Short-term debt, net $ — $ 50,000 Total (1) $ 60,000 $ — $ 60,000 $ 80,000 $ 50,000 $ 30,000 Average interest rate Not applicable 4.17 % (1) Amounts available includes up to $60 million under an agreement that terminates on December 31, 2021. |
Fair Value (Tables)
Fair Value (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Fair Value Disclosures [Abstract] | |
Schedule of Assets and Liabilities Measured at Fair Value | The following table presents the Company’s financial instruments that are measured at fair value on a recurring basis: (In thousands) Fair Value Hierarchy September 30, 2020 December 31, 2019 Financial Assets: Money market mutual funds (a) 1 $ 558,919 $ 223,217 Investment securities Municipal bonds 2 $ 197 $ 302 Asset-backed securities 2 220 247 Mortgage-backed securities 2 142 174 Pooled investment fund measured at NAV (e) 5,000 5,000 Fixed-income mutual fund 1 25,700 24,737 Total investment securities $ 31,259 $ 30,460 Executive deferred compensation plan trust (b) 1 $ 8,858 $ 7,965 Interest rate swaps (c) 2 $ — $ 2,395 Liabilities Interest rate swaps (d) 2 $ 50,091 $ 19,764 (a) The fair value is recorded in cash and cash equivalents. (b) The fair value is recorded in prepaid expenses and other current assets and other assets based on the timing of payment obligations. At both September 30, 2020 and December 31, 2019, $0.9 million of fair value is recorded within prepaid expenses and other current assets. At September 30, 2020 and December 31, 2019, $8.0 million and $7.0 million of fair value is recorded within other assets, respectively. (c) The fair value is recorded as a current or long-term asset within prepaid expenses and other current assets or other assets depending on the timing of expected discounted cash flows. At December 31, 2019, $2.4 million of fair value is recorded within prepaid and other current assets. (d) The fair value is recorded in other current liabilities or other liabilities depending on the timing of expected discounted cash flows. At September 30, 2020 and December 31, 2019, $21.7 million and $6.7 million of fair value is recorded within other current liabilities, respectively. At September 30, 2020 and December 31, 2019, $28.4 million and $13.1 million of fair value is recorded within other liabilities, respectively. |
Schedule of Pooled Investment Fund | (In thousands) Fair Value Unfunded Commitments Redemption Frequency Redemption Notice Period Pooled investment fund, as of September 30, 2020 $ 5,000 — Monthly 30 days |
Redeemable Non-Controlling In_2
Redeemable Non-Controlling Interest (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Noncontrolling Interest [Abstract] | |
Schedule of Redeemable Noncontrolling Interest | The following table presents the changes in the Company’s redeemable non-controlling interest: (In thousands) 2020 2019 Balance at December 31 $ 156,879 $ — Acquisition of Discovery Benefits at fair value — 25,757 Establishing redeemable non-controlling interest for WEX Health at carrying value — 32,843 Adjustment to redeemable non-controlling interest to reflect WEX Health at fair value — 41,400 Net income (loss) attributable to redeemable non-controlling interest 142 (7) Change in value of redeemable non-controlling interest 2,624 — Balance at March 31 $ 159,645 $ 99,993 Net income attributable to redeemable non-controlling interest 99 14 Change in value of redeemable non-controlling interest (59,940) 17,720 Balance at June 30 $ 99,804 $ 117,727 Net income attributable to redeemable non-controlling interest 537 32 Change in value of redeemable non-controlling interest 6,879 28,459 Balance at September 30 $ 107,220 $ 146,218 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of Assumptions Used | The key inputs for the fair values by grant date are outlined below: Grant date 6/24/2020 6/24/2020 3/16/2020 3/20/2019 Recipient(s) Non-CEO CEO All All Modification date N/A N/A 6/23/2020 6/23/2020 Risk-free rate 0.21% 0.21% 0.20% 0.18% Stock price 1 $160.14 $160.14 $173.15 $173.15 Volatility 47.72% 47.72% 51.32% 62.29% Performance period June 24, 2020 – June 24, 2020 – June 23, 2020 – December 31, 2022 June 23, 2020 – December 31, 2021 Shares at target 110,467 28,101 199,870 86,845 Fair value per share 2 $264.17 $240.55 $280.93 $188.21 1 At the date of grant or modification date, whichever is applicable. 2 At the date of grant or modification date, whichever is applicable. The CEO's June 24, 2020 award has a one-year post-vesting holding period. |
Segment Information (Tables)
Segment Information (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Segment Reporting [Abstract] | |
Schedule of Reportable Segment Results | The following tables present the Company’s reportable segment revenues: Three Months Ended September 30, 2020 (In thousands) Fleet Solutions Travel and Corporate Solutions Health and Employee Total Payment processing revenue $ 102,418 $ 53,239 $ 15,420 $ 171,077 Account servicing revenue 39,350 9,964 63,103 112,417 Finance fee revenue 46,129 145 33 46,307 Other revenue 40,807 948 10,560 52,315 Total revenues $ 228,704 $ 64,296 $ 89,116 $ 382,116 Interest income $ 1,304 $ 12 $ 304 $ 1,620 Three Months Ended September 30, 2019 (In thousands) Fleet Solutions Travel and Corporate Solutions Health and Employee Benefit Solutions Total Payment processing revenue $ 125,288 $ 85,128 $ 14,340 $ 224,756 Account servicing revenue 42,037 10,717 56,451 109,205 Finance fee revenue 65,818 645 (81) 66,382 Other revenue 44,383 2,638 12,599 59,620 Total revenues $ 277,526 $ 99,128 $ 83,309 $ 459,963 Interest income $ 825 $ 402 $ 449 $ 1,676 Nine Months Ended September 30, 2020 (In thousands) Fleet Solutions Travel and Corporate Solutions Health and Employee Total Payment processing revenue $ 305,888 $ 166,768 $ 49,919 $ 522,575 Account servicing revenue 115,252 31,210 189,274 335,736 Finance fee revenue 143,934 900 111 144,945 Other revenue 117,857 4,272 35,494 157,623 Total revenues $ 682,931 $ 203,150 $ 274,798 $ 1,160,879 Interest income $ 3,205 $ 265 $ 998 $ 4,468 Nine Months Ended September 30, 2019 (In thousands) Fleet Solutions Travel and Corporate Solutions Health and Employee Benefit Solutions Total Payment processing revenue $ 353,413 $ 222,399 $ 50,568 $ 626,380 Account servicing revenue 122,782 32,019 148,382 303,183 Finance fee revenue 174,067 1,498 102 175,667 Other revenue 127,360 16,210 34,846 178,416 Total revenues $ 777,622 $ 272,126 $ 233,898 $ 1,283,646 Interest income $ 4,844 $ 1,209 $ 1,036 $ 7,089 |
Schedule of Reconciliation of Adjusted Net Income to Income Before Income Taxes | The following table reconciles total segment adjusted operating income to (loss) income before income taxes: Three Months Ended September 30, Nine Months Ended September 30, (In thousands) 2020 2019 2020 2019 Segment adjusted operating income Fleet Solutions $ 102,276 $ 133,348 $ 284,064 $ 348,900 Travel and Corporate Solutions 14,184 47,356 47,060 122,581 Health and Employee Benefit Solutions 23,800 21,427 78,525 62,353 Total segment adjusted operating income $ 140,260 $ 202,131 $ 409,649 $ 533,834 Reconciliation: Total segment adjusted operating income $ 140,260 $ 202,131 $ 409,649 $ 533,834 Less: Unallocated corporate expenses 14,817 17,016 45,313 52,135 Acquisition-related intangible amortization 42,831 42,800 127,847 116,502 Other acquisition and divestiture related items 15,430 7,907 31,107 24,704 Loss on sale of subsidiary 46,362 — 46,362 — Debt restructuring costs (240) 1,162 525 10,640 Stock-based compensation 18,170 9,522 45,059 34,956 Other costs 1,045 5,413 7,980 12,914 Operating income 1,845 118,311 105,456 281,983 Financing interest expense (40,950) (34,549) (101,813) (101,299) Net foreign currency loss (784) (16,528) (31,973) (13,748) Net unrealized gain (loss) on financial instruments 3,774 (5,650) (32,115) (39,078) (Loss) Income before income taxes $ (36,115) $ 61,584 $ (60,445) $ 127,858 |
Supplementary Regulatory Capi_2
Supplementary Regulatory Capital Disclosure (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of Compliance with Regulatory Capital Requirements under Banking Regulations | The following table presents WEX Bank’s actual and regulatory minimum capital amounts and ratios: (In thousands) Actual Amount Ratio Minimum for Capital Adequacy Purposes Amount Ratio Minimum to Be Well Capitalized Under Prompt Corrective Action Provisions Amount Ratio September 30, 2020 Total Capital to risk-weighted assets $ 318,656 15.74 % $ 161,982 8.0 % $ 202,477 10.0 % Tier 1 Capital to average assets $ 310,979 12.75 % $ 97,568 4.0 % $ 121,959 5.0 % Common equity to risk-weighted assets $ 310,979 15.36 % $ 91,115 4.5 % $ 131,610 6.5 % Tier 1 Capital to risk-weighted assets $ 310,979 15.36 % $ 121,486 6.0 % $ 161,982 8.0 % December 31, 2019 Total Capital to risk-weighted assets $ 329,276 13.54 % $ 194,566 8.0 % $ 243,208 10.0 % Tier 1 Capital to average assets $ 314,466 10.88 % $ 115,583 4.0 % $ 144,479 5.0 % Common equity to risk-weighted assets $ 314,466 12.93 % $ 109,443 4.5 % $ 158,085 6.5 % Tier 1 Capital to risk-weighted assets $ 314,466 12.93 % $ 145,925 6.0 % $ 194,566 8.0 % |
Basis of Presentation - Narrati
Basis of Presentation - Narrative (Details) $ in Millions | Dec. 31, 2019USD ($) |
Securitized Receivables | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |
Fair value disclosure, off-balance Sheet risks, face amount, asset | $ 6.7 |
Basis of Presentation - Impact
Basis of Presentation - Impact of Topic 326 (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Jan. 01, 2020 | Dec. 31, 2019 |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Accounts receivable, reserve for credit losses | $ 54,265 | $ 52,274 | $ 52,274 |
Deferred income taxes, net (within total assets) | 8,514 | 12,833 | 12,833 |
Deferred income taxes, net (within total liabilities) | 211,555 | 218,740 | 218,740 |
Retained earnings | 1,521,176 | 1,539,201 | 1,539,201 |
Non-controlling interest | $ 12,073 | 9,575 | $ 9,575 |
Cumulative Effect, Period of Adoption, Adjustment | Accounting Standards Update 2016-13 | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Accounts receivable, reserve for credit losses | 11,577 | ||
Deferred income taxes, net (within total assets) | 570 | ||
Deferred income taxes, net (within total liabilities) | (2,230) | ||
Retained earnings | (8,587) | ||
Non-controlling interest | (190) | ||
As Reported | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Accounts receivable, reserve for credit losses | 63,851 | ||
Deferred income taxes, net (within total assets) | 13,403 | ||
Deferred income taxes, net (within total liabilities) | 216,510 | ||
Retained earnings | 1,530,614 | ||
Non-controlling interest | $ 9,385 |
Recent Accounting Pronounceme_3
Recent Accounting Pronouncements (Details) - USD ($) $ in Thousands | Jan. 01, 2020 | Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Jun. 30, 2020 | Mar. 31, 2020 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||||||
Accounting Standards Update [Extensible List] | us-gaap:AccountingStandardsUpdate201613Member | |||||||||||
Total stockholders’ equity | $ 2,097,003 | $ 1,851,970 | $ 2,097,003 | $ 1,851,970 | $ 1,936,522 | $ 1,987,879 | $ 1,876,974 | $ 1,843,563 | $ 1,816,888 | $ 1,795,924 | ||
Income tax provision (benefit) | $ 21,602 | $ 19,137 | $ (3,852) | $ 37,352 | ||||||||
Cumulative Effect, Period of Adoption, Adjustment | ||||||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||||||
Total stockholders’ equity | [1] | $ (8,777) | ||||||||||
Accounting Standards Update 2016-13 | Cumulative Effect, Period of Adoption, Adjustment | ||||||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||||||
Total stockholders’ equity | $ 8,800 | |||||||||||
Income tax provision (benefit) | $ 2,800 | |||||||||||
[1] | Reflects the impact of the Company’s modified retrospective adoption of ASU 2016-13 |
Revenue - Summary of Disaggrega
Revenue - Summary of Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||||
Total Topic 606 revenues | $ 277,542 | $ 326,873 | $ 844,790 | $ 907,334 |
Non-Topic 606 revenues | 104,574 | 133,090 | 316,089 | 376,312 |
Total revenues | 382,116 | 459,963 | 1,160,879 | 1,283,646 |
Fleet Solutions | ||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||||
Total Topic 606 revenues | 127,632 | 152,304 | 378,831 | 430,460 |
Non-Topic 606 revenues | 101,072 | 125,222 | 304,100 | 347,162 |
Total revenues | 228,704 | 277,526 | 682,931 | 777,622 |
Travel and Corporate Solutions | ||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||||
Total Topic 606 revenues | 63,732 | 96,535 | 199,623 | 256,906 |
Non-Topic 606 revenues | 564 | 2,593 | 3,527 | 15,220 |
Total revenues | 64,296 | 99,128 | 203,150 | 272,126 |
Health and Employee Benefit Solutions | ||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||||
Total Topic 606 revenues | 86,178 | 78,034 | 266,336 | 219,968 |
Non-Topic 606 revenues | 2,938 | 5,275 | 8,462 | 13,930 |
Total revenues | 89,116 | 83,309 | 274,798 | 233,898 |
Payment processing revenue | ||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||||
Total Topic 606 revenues | 171,077 | 224,756 | 522,575 | 626,380 |
Total revenues | 171,077 | 224,756 | 522,575 | 626,380 |
Payment processing revenue | Fleet Solutions | ||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||||
Total Topic 606 revenues | 102,418 | 125,288 | 305,888 | 353,413 |
Total revenues | 102,418 | 125,288 | 305,888 | 353,413 |
Payment processing revenue | Travel and Corporate Solutions | ||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||||
Total Topic 606 revenues | 53,239 | 85,128 | 166,768 | 222,399 |
Total revenues | 53,239 | 85,128 | 166,768 | 222,399 |
Payment processing revenue | Health and Employee Benefit Solutions | ||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||||
Total Topic 606 revenues | 15,420 | 14,340 | 49,919 | 50,568 |
Total revenues | 15,420 | 14,340 | 49,919 | 50,568 |
Account servicing revenue | ||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||||
Total Topic 606 revenues | 77,503 | 74,333 | 233,630 | 201,002 |
Total revenues | 112,417 | 109,205 | 335,736 | 303,183 |
Account servicing revenue | Fleet Solutions | ||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||||
Total Topic 606 revenues | 4,436 | 7,165 | 13,146 | 20,601 |
Total revenues | 39,350 | 42,037 | 115,252 | 122,782 |
Account servicing revenue | Travel and Corporate Solutions | ||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||||
Total Topic 606 revenues | 9,964 | 10,717 | 31,210 | 32,019 |
Total revenues | 9,964 | 10,717 | 31,210 | 32,019 |
Account servicing revenue | Health and Employee Benefit Solutions | ||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||||
Total Topic 606 revenues | 63,103 | 56,451 | 189,274 | 148,382 |
Total revenues | 63,103 | 56,451 | 189,274 | 148,382 |
Other revenue | ||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||||
Total Topic 606 revenues | 28,962 | 27,784 | 88,585 | 79,952 |
Total revenues | 52,315 | 59,620 | 157,623 | 178,416 |
Other revenue | Fleet Solutions | ||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||||
Total Topic 606 revenues | 20,778 | 19,851 | 59,797 | 56,446 |
Total revenues | 40,807 | 44,383 | 117,857 | 127,360 |
Other revenue | Travel and Corporate Solutions | ||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||||
Total Topic 606 revenues | 529 | 690 | 1,645 | 2,488 |
Total revenues | 948 | 2,638 | 4,272 | 16,210 |
Other revenue | Health and Employee Benefit Solutions | ||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||||
Total Topic 606 revenues | 7,655 | 7,243 | 27,143 | 21,018 |
Total revenues | $ 10,560 | $ 12,599 | $ 35,494 | $ 34,846 |
Revenue - Contract Assets and L
Revenue - Contract Assets and Liabilities From Contracts with Customers (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||
Contract liabilities | $ 1,080,136 | $ 1,310,813 |
Accounts receivable, net | ||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||
Current contract assets | 45,853 | 43,092 |
Prepaid expenses and other current assets | ||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||
Current contract assets | 5,494 | 4,593 |
Other assets | ||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||
Noncurrent other assets | 20,790 | 20,496 |
Other current liabilities | ||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||
Contract liabilities | 8,021 | 5,171 |
Other liabilities | ||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||
Contract liabilities | $ 14,535 | $ 0 |
Revenue - Narrative (Details)
Revenue - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended |
Sep. 30, 2020 | Sep. 30, 2020 | |
Revenue from Contract with Customer [Abstract] | ||
Revenue recognized related to contract liabilities | $ 1 | $ 5.2 |
Revenue - Remaining Performance
Revenue - Remaining Performance Obligation (Details) $ in Thousands | Sep. 30, 2020USD ($) |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Performance obligations expected to be satisfied | $ 128,749 |
Minimum monthly fees | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Performance obligations expected to be satisfied | 104,532 |
Professional Services | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Performance obligations expected to be satisfied | 4,654 |
Other | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Performance obligations expected to be satisfied | 19,563 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-10-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Performance obligations expected to be satisfied | $ 18,966 |
Performance obligations expected to be satisfied, expected timing | 3 years |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-10-01 | Minimum monthly fees | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Performance obligations expected to be satisfied | $ 13,421 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-10-01 | Professional Services | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Performance obligations expected to be satisfied | 2,602 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-10-01 | Other | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Performance obligations expected to be satisfied | 2,943 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Performance obligations expected to be satisfied | $ 43,606 |
Performance obligations expected to be satisfied, expected timing | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-01-01 | Minimum monthly fees | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Performance obligations expected to be satisfied | $ 38,772 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-01-01 | Professional Services | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Performance obligations expected to be satisfied | 2,052 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-01-01 | Other | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Performance obligations expected to be satisfied | 2,782 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Performance obligations expected to be satisfied | $ 32,214 |
Performance obligations expected to be satisfied, expected timing | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-01-01 | Minimum monthly fees | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Performance obligations expected to be satisfied | $ 28,942 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-01-01 | Professional Services | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Performance obligations expected to be satisfied | 0 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-01-01 | Other | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Performance obligations expected to be satisfied | 3,272 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Performance obligations expected to be satisfied | $ 19,243 |
Performance obligations expected to be satisfied, expected timing | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01 | Minimum monthly fees | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Performance obligations expected to be satisfied | $ 15,933 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01 | Professional Services | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Performance obligations expected to be satisfied | 0 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01 | Other | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Performance obligations expected to be satisfied | 3,310 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Performance obligations expected to be satisfied | $ 9,576 |
Performance obligations expected to be satisfied, expected timing | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | Minimum monthly fees | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Performance obligations expected to be satisfied | $ 5,837 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | Professional Services | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Performance obligations expected to be satisfied | 0 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | Other | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Performance obligations expected to be satisfied | 3,739 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Performance obligations expected to be satisfied | $ 5,108 |
Performance obligations expected to be satisfied, expected timing | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01 | Minimum monthly fees | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Performance obligations expected to be satisfied | $ 1,591 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01 | Professional Services | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Performance obligations expected to be satisfied | 0 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01 | Other | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Performance obligations expected to be satisfied | 3,517 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2026-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Performance obligations expected to be satisfied | $ 36 |
Performance obligations expected to be satisfied, expected timing | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2026-01-01 | Minimum monthly fees | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Performance obligations expected to be satisfied | $ 36 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2026-01-01 | Professional Services | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Performance obligations expected to be satisfied | 0 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2026-01-01 | Other | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Performance obligations expected to be satisfied | $ 0 |
Acquisitions - Narrative (Detai
Acquisitions - Narrative (Details) $ in Thousands, € in Millions, shares in Millions | Jan. 24, 2020USD ($)shares | Jul. 01, 2019USD ($) | Jul. 01, 2019EUR (€) | Mar. 05, 2019USD ($) | Feb. 14, 2019USD ($) | Jan. 24, 2019USD ($) | Sep. 30, 2019USD ($) | Sep. 30, 2020USD ($) | Sep. 30, 2019USD ($) | Dec. 31, 2019USD ($) |
Business Acquisition [Line Items] | ||||||||||
Acquisition and merger costs related to business combinations | $ 2,400 | $ 11,300 | ||||||||
Purchase price of acquisition, net of cash acquired | $ 0 | $ 838,006 | ||||||||
Goodwill | $ 2,431,147 | $ 2,441,201 | ||||||||
Discovery Benefits | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Ownership percentage by noncontrolling interest | 4.90% | |||||||||
eNett and Optal | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Cash to be paid | $ 1,300,000 | |||||||||
eNett and Optal | Common Stock | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Shares to be issued (in shares) | shares | 2 | |||||||||
Go Fuel Card | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Consideration transferred | $ 266,000 | € 235 | ||||||||
Goodwill | $ 118,746 | |||||||||
Weighted average life (in years) | 8 years 10 months 24 days | 8 years 10 months 24 days | ||||||||
Go Fuel Card | Customer relationships | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Customer relationships acquired | $ 33,963 | |||||||||
Weighted average life (in years) | 5 years | 5 years | ||||||||
Discovery Benefits | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Consideration transferred | $ 526,100 | |||||||||
Deferred cash consideration | 50,000 | |||||||||
Fair value of equity interests acquired | 100,000 | |||||||||
Purchase price of acquisition, net of cash acquired | 300,191 | |||||||||
Goodwill | 272,399 | |||||||||
Accounts receivable acquired | $ 10,722 | |||||||||
Weighted average life (in years) | 7 years | |||||||||
Discovery Benefits | Customer relationships | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Customer relationships acquired | $ 213,600 | |||||||||
Weighted average life (in years) | 7 years 3 months 18 days | |||||||||
Pavestone Capital | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Purchase price of acquisition, net of cash acquired | $ 28,000 | |||||||||
Goodwill | 9,500 | |||||||||
Accounts receivable acquired | 14,900 | |||||||||
Pavestone Capital | Customer relationships | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Customer relationships acquired | $ 3,900 | |||||||||
Weighted average life (in years) | 6 years 6 months | |||||||||
Noventis | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Consideration transferred | $ 338,700 | |||||||||
Goodwill | 209,887 | |||||||||
Accounts receivable acquired | $ 22,134 | |||||||||
Weighted average life (in years) | 7 years 7 months 6 days | |||||||||
Amount of accelerated vesting of options | $ 5,500 | |||||||||
Noventis | Customer relationships | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Customer relationships acquired | $ 100,900 | |||||||||
Weighted average life (in years) | 8 years 3 months 18 days |
Acquisitions - Schedules of Ass
Acquisitions - Schedules of Assets and Liabilities Acquired (Details) - USD ($) $ in Thousands | Jul. 01, 2019 | Mar. 05, 2019 | Jan. 24, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 |
Business Acquisition [Line Items] | ||||||
Cash consideration, net of cash and restricted cash acquired | $ 0 | $ 838,006 | ||||
Less: | ||||||
Recorded goodwill | $ 2,431,147 | $ 2,441,201 | ||||
Go Fuel Card | ||||||
Business Acquisition [Line Items] | ||||||
Cash acquired | $ 5,589 | |||||
Total consideration | 260,455 | |||||
Less: | ||||||
Deposits | (5,169) | |||||
Accrued expenses | (420) | |||||
Recorded goodwill | $ 118,746 | |||||
Weighted average life (in years) | 8 years 10 months 24 days | |||||
Discovery Benefits | ||||||
Business Acquisition [Line Items] | ||||||
Cash and restricted cash acquired | $ 125,865 | |||||
Cash consideration, net of cash and restricted cash acquired | 300,191 | |||||
Fair value of redeemable non-controlling interest | 100,000 | |||||
Less: | ||||||
Accounts receivable | 10,722 | |||||
Property and equipment | 4,904 | |||||
Other assets | 13,601 | |||||
Accounts payable | (3,071) | |||||
Accrued expenses | (7,563) | |||||
Restricted cash payable | (125,346) | |||||
Deferred income taxes | (21,941) | |||||
Other liabilities | (9,814) | |||||
Recorded goodwill | $ 272,399 | |||||
Weighted average life (in years) | 7 years | |||||
Noventis | ||||||
Business Acquisition [Line Items] | ||||||
Cash acquired | $ 44,947 | |||||
Total consideration | 293,767 | |||||
Less: | ||||||
Accounts receivable | 22,134 | |||||
Property and equipment | 549 | |||||
Other assets | 2,379 | |||||
Accounts payable | (33,521) | |||||
Deferred income taxes | (21,194) | |||||
Other liabilities | (2,367) | |||||
Recorded goodwill | $ 209,887 | |||||
Weighted average life (in years) | 7 years 7 months 6 days | |||||
Network Relationships | Go Fuel Card | ||||||
Less: | ||||||
Intangible assets | $ 112,893 | |||||
Weighted average life (in years) | 10 years 1 month 6 days | |||||
Customer relationships | Go Fuel Card | ||||||
Less: | ||||||
Intangible assets | $ 33,963 | |||||
Weighted average life (in years) | 5 years | |||||
Customer relationships | Discovery Benefits | ||||||
Business Acquisition [Line Items] | ||||||
Total consideration | $ 400,191 | |||||
Less: | ||||||
Intangible assets | $ 213,600 | |||||
Weighted average life (in years) | 7 years 3 months 18 days | |||||
Customer relationships | Noventis | ||||||
Less: | ||||||
Intangible assets | $ 100,900 | |||||
Weighted average life (in years) | 8 years 3 months 18 days | |||||
Developed technologies | Discovery Benefits | ||||||
Less: | ||||||
Intangible assets | $ 38,900 | |||||
Weighted average life (in years) | 5 years 4 months 24 days | |||||
Developed technologies | Noventis | ||||||
Less: | ||||||
Intangible assets | $ 15,000 | |||||
Weighted average life (in years) | 2 years 10 months 24 days | |||||
Trademarks and trade names | Go Fuel Card | ||||||
Less: | ||||||
Intangible assets | $ 442 | |||||
Weighted average life (in years) | 1 year | |||||
Trademarks and trade names | Discovery Benefits | ||||||
Less: | ||||||
Intangible assets | $ 13,800 | |||||
Weighted average life (in years) | 7 years 3 months 18 days |
Acquisitions - Schedule of Pro
Acquisitions - Schedule of Pro Forma Information (Details) - Discovery Benefits and Noventis - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2019 | Sep. 30, 2019 | |
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | ||
Total revenues | $ 459,963 | $ 1,302,752 |
Net income attributable to shareholders | $ 19,178 | $ 53,213 |
Net (loss) income attributable to shareholders per share: | ||
Basic (in dollars per share) | $ 0.44 | $ 1.23 |
Diluted (in dollars per share) | $ 0.44 | $ 1.22 |
Sale of Subsidiary - Narrative
Sale of Subsidiary - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Loss on sale of subsidiary | $ 46,362 | $ 0 | $ 46,362 | $ 0 |
Disposal Group, Disposed of by Sale, Not Discontinued Operations | UNIK SA | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Loss on sale of subsidiary | $ 46,400 | $ 46,362 |
Sale of Subsidiary - Schedule o
Sale of Subsidiary - Schedule of Loss on Sale of Subsidiary (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Loss on sale of subsidiary | $ 46,362 | $ 0 | $ 46,362 | $ 0 |
Disposal Group, Disposed of by Sale, Not Discontinued Operations | UNIK SA | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Fair value of consideration transferred to the buyer | 7,415 | 7,415 | ||
Plus: expenses associated with the sale | 2,806 | 2,806 | ||
Plus: UNIK.S.A. net assets and liabilities, including $12,249 of cash and cash equivalents | 36,141 | 36,141 | ||
Loss on sale of subsidiary | 46,400 | 46,362 | ||
Cash and cash equivalents | $ 12,249 | $ 12,249 |
Accounts Receivable - Narrative
Accounts Receivable - Narrative (Details) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2020 | Dec. 31, 2019 | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable payments terms (30 days or less) | 30 days | |
Accounts receivable, late fee discontinued period | 90 days | |
Accounts receivable, interest income accrual discontinued period | 120 days | |
Threshold period past due for write-off of trade accounts receivable | 150 days | |
Revolving line-of-credit facility under 2016 Credit Agreement | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Receivables with revolving credit balances | $ 61.1 | $ 62.4 |
Accounts Receivable - Changes i
Accounts Receivable - Changes in Reserves for Accounts Receivable (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | |
Accounts Receivable And Other Assets, Allowance for Credit Loss | |||||
Balance, beginning of period | $ 63,843 | $ 50,575 | $ 52,274 | $ 46,948 | $ 46,948 |
Provision for credit losses | 12,283 | 14,847 | 66,851 | 47,470 | |
Charges to other accounts | 3,200 | 4,299 | 13,930 | 18,382 | |
Charge-offs | (28,546) | (22,018) | (96,306) | (69,864) | |
Recoveries of amounts previously charged-off | 3,213 | 2,521 | 8,146 | 7,149 | |
Currency translation | 272 | (959) | (2,207) | (820) | |
Balance, end of period | 54,265 | 49,265 | 54,265 | 49,265 | 52,274 |
Accounts receivable and other assets, allowance for credit loss | 54,265 | $ 49,265 | 52,274 | $ 49,265 | $ 46,948 |
Accounting Standards Update [Extensible List] | us-gaap:AccountingStandardsUpdate201613Member | ||||
Fleet Solutions | |||||
Accounts Receivable And Other Assets, Allowance for Credit Loss | |||||
Balance, beginning of period | 47,109 | 40,620 | |||
Provision for credit losses | 8,526 | 47,418 | |||
Charges to other accounts | 3,200 | 13,930 | |||
Charge-offs | (18,334) | (75,711) | |||
Recoveries of amounts previously charged-off | 3,213 | 8,101 | |||
Currency translation | 504 | 470 | |||
Balance, end of period | 44,218 | 44,218 | $ 40,620 | ||
Accounts receivable and other assets, allowance for credit loss | 44,218 | 44,218 | 40,620 | ||
Travel and Corporate Solutions | |||||
Accounts Receivable And Other Assets, Allowance for Credit Loss | |||||
Balance, beginning of period | 16,142 | 3,578 | |||
Provision for credit losses | 3,725 | 19,230 | |||
Charges to other accounts | 0 | 0 | |||
Charge-offs | (10,149) | (15,214) | |||
Recoveries of amounts previously charged-off | 0 | 28 | |||
Currency translation | 31 | (60) | |||
Balance, end of period | 9,749 | 9,749 | 3,578 | ||
Accounts receivable and other assets, allowance for credit loss | 9,749 | 3,578 | 3,578 | ||
Health and Employee Benefit Solutions | |||||
Accounts Receivable And Other Assets, Allowance for Credit Loss | |||||
Balance, beginning of period | 592 | 8,076 | |||
Provision for credit losses | 32 | 203 | |||
Charges to other accounts | 0 | 0 | |||
Charge-offs | (63) | (5,381) | |||
Recoveries of amounts previously charged-off | 0 | 17 | |||
Currency translation | (263) | (2,617) | |||
Balance, end of period | 298 | 298 | 8,076 | ||
Accounts receivable and other assets, allowance for credit loss | $ 298 | 8,076 | 8,076 | ||
Cumulative Effect, Period of Adoption, Adjustment | |||||
Accounts Receivable And Other Assets, Allowance for Credit Loss | |||||
Balance, beginning of period | 11,577 | ||||
Balance, end of period | 11,577 | ||||
Accounts receivable and other assets, allowance for credit loss | 11,577 | 11,577 | |||
Cumulative Effect, Period of Adoption, Adjustment | Fleet Solutions | |||||
Accounts Receivable And Other Assets, Allowance for Credit Loss | |||||
Balance, beginning of period | 9,390 | ||||
Balance, end of period | 9,390 | ||||
Accounts receivable and other assets, allowance for credit loss | 9,390 | 9,390 | |||
Cumulative Effect, Period of Adoption, Adjustment | Travel and Corporate Solutions | |||||
Accounts Receivable And Other Assets, Allowance for Credit Loss | |||||
Balance, beginning of period | 2,187 | ||||
Balance, end of period | 2,187 | ||||
Accounts receivable and other assets, allowance for credit loss | 2,187 | 2,187 | |||
Cumulative Effect, Period of Adoption, Adjustment | Health and Employee Benefit Solutions | |||||
Accounts Receivable And Other Assets, Allowance for Credit Loss | |||||
Balance, beginning of period | 0 | ||||
Balance, end of period | 0 | ||||
Accounts receivable and other assets, allowance for credit loss | 0 | 0 | |||
As Reported | |||||
Accounts Receivable And Other Assets, Allowance for Credit Loss | |||||
Balance, beginning of period | 63,851 | ||||
Balance, end of period | 63,851 | ||||
Accounts receivable and other assets, allowance for credit loss | 63,851 | 63,851 | |||
As Reported | Fleet Solutions | |||||
Accounts Receivable And Other Assets, Allowance for Credit Loss | |||||
Balance, beginning of period | 50,010 | ||||
Balance, end of period | 50,010 | ||||
Accounts receivable and other assets, allowance for credit loss | 50,010 | 50,010 | |||
As Reported | Travel and Corporate Solutions | |||||
Accounts Receivable And Other Assets, Allowance for Credit Loss | |||||
Balance, beginning of period | 5,765 | ||||
Balance, end of period | 5,765 | ||||
Accounts receivable and other assets, allowance for credit loss | 5,765 | 5,765 | |||
As Reported | Health and Employee Benefit Solutions | |||||
Accounts Receivable And Other Assets, Allowance for Credit Loss | |||||
Balance, beginning of period | 8,076 | ||||
Balance, end of period | 8,076 | ||||
Accounts receivable and other assets, allowance for credit loss | $ 8,076 | $ 8,076 |
Accounts Receivable - Concentra
Accounts Receivable - Concentration of Credit Risk (Details) - Credit Concentration Risk - Accounts receivable, net | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
29 days or less past due | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage | 97.00% | 96.00% |
59 days or less past due | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage | 98.00% | 97.00% |
Earnings per Share - Summary of
Earnings per Share - Summary of Net (Loss) Earning Attributable to Shareholders and Reconciliation of Basic and Diluted Shares (Details) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Net (loss) income attributable to shareholders | $ (65,840) | $ 14,619 | $ (9,438) | $ 44,560 |
Weighted average common shares outstanding – Basic (in shares) | 44,166 | 43,349 | 43,720 | 43,300 |
Dilutive impact of share-based compensation awards (in shares) | 0 | 462 | 0 | 415 |
Weighted average common shares outstanding – Diluted (in shares) | 44,166 | 43,811 | 43,720 | 43,715 |
Antidilutive securities excluded from computation of earnings (in shares) | 500 | 400 | ||
Convertible Debt Securities | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings (in shares) | 1,600 | 1,600 |
Derivative Instruments - Narrat
Derivative Instruments - Narrative (Details) | Sep. 30, 2020USD ($)contract | Dec. 31, 2019USD ($)contract |
Derivative [Line Items] | ||
Lines of credit outstanding | $ 51,627,000 | $ 51,314,000 |
Principal | 3,114,818,000 | 2,972,674,000 |
Secured debt | ||
Derivative [Line Items] | ||
Principal | 72,521,000 | 104,261,000 |
Line of Credit | ||
Derivative [Line Items] | ||
Principal | 0 | 35,000,000 |
2016 Credit Agreement | Line of Credit | Secured debt | ||
Derivative [Line Items] | ||
Principal | 2,332,297,000 | $ 2,380,755,000 |
Interest rate swaps | ||
Derivative [Line Items] | ||
Number of interest rate swap contracts entered into | contract | 7 | |
Collective notional amount | $ 935,000,000 | $ 1,500,000,000 |
Number of interest rate swap contracts extended | contract | 5 | |
Number of interest rate swap contracts merged | contract | 2 | |
Interest rate swaps | 2016 Credit Agreement | ||
Derivative [Line Items] | ||
Lines of credit outstanding | $ 1,400,000,000 | |
Interest rate swaps | Minimum | ||
Derivative [Line Items] | ||
Fixed rate variable interest | 1.108% | |
Interest rate swaps | Maximum | ||
Derivative [Line Items] | ||
Fixed rate variable interest | 2.425% |
Derivative Instruments - Schedu
Derivative Instruments - Schedule of Interest Rate Swaps (Details) - Derivatives Not Designated as Hedging Instruments $ in Thousands | Sep. 30, 2020USD ($) |
Tranche A | |
Derivative [Line Items] | |
Notional amount at inception | $ 150 |
Fixed interest rate | 1.954% |
Tranche B | |
Derivative [Line Items] | |
Notional amount at inception | $ 100 |
Fixed interest rate | 1.956% |
Tranche C | |
Derivative [Line Items] | |
Notional amount at inception | $ 200 |
Fixed interest rate | 2.413% |
Tranche D | |
Derivative [Line Items] | |
Notional amount at inception | $ 300 |
Fixed interest rate | 2.204% |
Tranche E | |
Derivative [Line Items] | |
Notional amount at inception | $ 200 |
Fixed interest rate | 1.862% |
Tranche F | |
Derivative [Line Items] | |
Notional amount at inception | $ 485 |
Fixed interest rate | 0.743% |
Derivative Instruments - Locati
Derivative Instruments - Location and Amounts of Interest Rate Swap Gains and Losses (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Interest rate swap gains (losses) | $ 3,774 | $ (5,650) | $ (32,115) | $ (39,078) |
Derivatives Not Designated as Hedging Instruments | Net unrealized gain (loss) on financial instruments | Interest rate swaps | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Interest rate swap gains (losses) | 3,774 | (5,834) | (32,722) | (39,903) |
Derivatives Not Designated as Hedging Instruments | Financing interest expense | Interest rate swaps | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Interest rate swap gains (losses) | $ (5,438) | $ 1,355 | $ (10,336) | $ 5,613 |
Deposits - Schedule of Composit
Deposits - Schedule of Composition of Deposits (Details) - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Debt Instrument [Line Items] | ||
Interest-bearing brokered money market deposits | $ 407,964,000 | $ 362,246,000 |
Customer deposits | 108,102,000 | 112,571,000 |
Certificates of deposit with maturities within 1 year | 564,070,000 | 835,996,000 |
Short-term deposits | 1,080,136,000 | 1,310,813,000 |
Certificates of deposit with maturities greater than 1 year and less than 5 years | 211,775,000 | 143,399,000 |
Total deposits | $ 1,291,911,000 | $ 1,454,212,000 |
Weighted average cost of funds on certificates of deposit outstanding (as a percent) | 2.11% | 2.57% |
Weighted average cost of interest-bearing money market deposits (as a percent) | 0.28% | 1.88% |
Certificates of deposits denominations in dollar amount | $ 250,000 | $ 250,000 |
Minimum | ||
Debt Instrument [Line Items] | ||
Certificate of deposits maturities period | 1 year | 4 months |
Certificate of deposits, fixed interest rates range (as a percent) | 1.35% | 1.80% |
Maximum | ||
Debt Instrument [Line Items] | ||
Certificate of deposits maturities period | 5 years | 5 years |
Certificate of deposits, fixed interest rates range (as a percent) | 3.52% | 3.52% |
Deposits - Narrative (Details)
Deposits - Narrative (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2020 | Dec. 31, 2019 | |
Banking and Thrift, Interest [Abstract] | ||
Required reserve based on the outstanding customer deposits | $ 0 | $ 24,900,000 |
Maximum money market and demand deposit accounts purchasable | 125,000,000 | |
Outstanding balance of ICS purchases | $ 0 | $ 0 |
Financing and Other Debt - Sche
Financing and Other Debt - Schedule of Debt (Details) - USD ($) | Sep. 30, 2020 | Aug. 20, 2020 | Jul. 29, 2020 | Jul. 28, 2020 | Dec. 31, 2019 |
Debt Instrument [Line Items] | |||||
Principal | $ 3,114,818,000 | $ 2,972,674,000 | |||
Current portion of gross debt | 137,132,000 | 256,529,000 | |||
Less: Unamortized debt issuance costs/debt discount | (10,048,000) | (7,998,000) | |||
Short-term debt, net | 127,084,000 | 248,531,000 | |||
Long-term portion of gross debt | 2,977,686,000 | 2,716,145,000 | |||
Less: Unamortized debt issuance costs/debt discount | (98,212,000) | (29,632,000) | |||
Long-term debt, net | 2,879,474,000 | 2,686,513,000 | |||
Supplemental information under 2016 Credit Agreement: | |||||
Letters of credit | 51,627,000 | 51,314,000 | |||
Remaining borrowing capacity on revolving credit facility | 818,373,000 | 768,686,000 | |||
WEX Latin America debt | |||||
Debt Instrument [Line Items] | |||||
Principal | 0 | 2,660,000 | |||
Participation debt | |||||
Debt Instrument [Line Items] | |||||
Principal | 0 | 50,000,000 | |||
Borrowed federal funds | |||||
Debt Instrument [Line Items] | |||||
Principal | 0 | 34,998,000 | |||
Secured debt | |||||
Debt Instrument [Line Items] | |||||
Principal | 72,521,000 | 104,261,000 | |||
Convertible Debt | |||||
Debt Instrument [Line Items] | |||||
Principal | 310,000,000 | 0 | |||
Line of Credit | |||||
Debt Instrument [Line Items] | |||||
Principal | 0 | 35,000,000 | |||
Line of Credit | Secured debt | 2016 Credit Agreement | |||||
Debt Instrument [Line Items] | |||||
Principal | 2,332,297,000 | 2,380,755,000 | |||
Line of Credit | Secured debt | Tranche A term loan | |||||
Debt Instrument [Line Items] | |||||
Principal | 886,260,000 | 923,707,000 | |||
Line of Credit | Secured debt | Tranche B term loan | |||||
Debt Instrument [Line Items] | |||||
Principal | 1,446,037,000 | 1,457,048,000 | |||
Notes payable | Senior Notes | |||||
Debt Instrument [Line Items] | |||||
Principal | $ 400,000,000 | $ 400,000,000 | |||
Revolving line-of-credit facility under 2016 Credit Agreement | 2016 Credit Agreement | |||||
Supplemental information under 2016 Credit Agreement: | |||||
Remaining borrowing capacity on revolving credit facility | $ 752,000,000 | $ 870,000,000 | $ 820,000,000 |
Financing and Other Debt - Narr
Financing and Other Debt - Narrative (Details) | Aug. 20, 2020USD ($) | Jul. 01, 2020USD ($)trading_day$ / sharesshares | Jun. 26, 2020USD ($) | Sep. 30, 2020USD ($) | Sep. 30, 2019USD ($) | Dec. 31, 2019USD ($) | Jul. 29, 2020USD ($) | Jul. 28, 2020USD ($) | Feb. 10, 2020USD ($) |
Debt Instrument [Line Items] | |||||||||
Remaining borrowing capacity on revolving credit facility | $ 818,373,000 | $ 768,686,000 | |||||||
Long-term debt | 3,114,818,000 | 2,972,674,000 | |||||||
Letters of credit | 51,627,000 | 51,314,000 | |||||||
Proceeds from issuance of convertible notes | 299,150,000 | $ 0 | |||||||
WEX Latin America debt | |||||||||
Debt Instrument [Line Items] | |||||||||
Long-term debt | 0 | $ 2,660,000 | |||||||
Interest rate during period, percent | 35.04% | ||||||||
WEX Latin America debt | $ 2,700,000 | ||||||||
Private Placement | Common Stock Issued | |||||||||
Debt Instrument [Line Items] | |||||||||
Sale of stock, number of shares Issued in transaction (in shares) | shares | 577,254 | ||||||||
Sale of stock, consideration received on transaction | $ 90,000,000 | ||||||||
Sale of stock, price per share ( in dollars per share) | $ / shares | $ 155.91 | ||||||||
Secured debt | |||||||||
Debt Instrument [Line Items] | |||||||||
Long-term debt | 72,521,000 | 104,261,000 | |||||||
Convertible Debt | |||||||||
Debt Instrument [Line Items] | |||||||||
Long-term debt | 310,000,000 | 0 | |||||||
Proceeds from issuance of convertible notes | $ 389,200,000 | ||||||||
Line of Credit | |||||||||
Debt Instrument [Line Items] | |||||||||
Remaining borrowing capacity on revolving credit facility | $ 380,000,000 | $ 355,000,000 | |||||||
2016 Credit Agreement | |||||||||
Debt Instrument [Line Items] | |||||||||
Average interest rate | 2.30% | 4.00% | |||||||
Senior Notes, 4.75 Percent | Senior Notes | |||||||||
Debt Instrument [Line Items] | |||||||||
Redemption price, percent | 100.792% | ||||||||
Debt Instrument, Repurchase Percentage | 101.00% | ||||||||
Convertible Senior Notes Due 2027 | Convertible Debt | |||||||||
Debt Instrument [Line Items] | |||||||||
Long-term debt | $ 310,000,000 | ||||||||
Capitalized debt issuance costs | $ 4,000,000 | ||||||||
Interest rate, stated percentage | 6.50% | 0.065% | |||||||
Redemption price, percent | 105.00% | ||||||||
Aggregate amount | $ 310,000,000 | ||||||||
Proceeds from issuance of convertible notes | 299,200,000 | ||||||||
Proceeds from private placement and issuance of convertible debt | $ 389,200,000 | ||||||||
Debt instrument, term | 7 years | ||||||||
Conversion price (in dollars per share) | $ / shares | $ 200 | ||||||||
Threshold percentage | 200.00% | ||||||||
Number trading days | trading_day | 20 | ||||||||
Number of consecutive trading days | trading_day | 30 | ||||||||
Convertible debt, fair value, equity component | $ 94,000,000 | ||||||||
Convertible debt, fair value, liability component | 295,200,000 | ||||||||
Amount outstanding | 237,500,000 | $ 239,146,000 | |||||||
Equity component | 54,700,000 | $ 54,689,000 | |||||||
Debt issuance costs gross liability component | 2,500,000 | ||||||||
Debt issuance costs gross equity component | $ 1,500,000 | ||||||||
Effective interest rate on the liability component | 11.20% | ||||||||
Convertible Senior Notes Due 2027 | Convertible Debt | Minimum | |||||||||
Debt Instrument [Line Items] | |||||||||
Number trading days | trading_day | 5 | ||||||||
Australian Securitization Facility | |||||||||
Debt Instrument [Line Items] | |||||||||
Interest rate during period, percent | 1.04% | 1.80% | |||||||
Percentage used as collateral | 85.00% | ||||||||
Short-term debt, net | $ 52,300,000 | $ 78,600,000 | |||||||
European Securitization Facility | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument, term | 5 years | ||||||||
Interest rate during period, percent | 1.03% | 0.63% | |||||||
Securitized debt | $ 20,200,000 | $ 25,700,000 | |||||||
Revolving line-of-credit facility under 2016 Credit Agreement | |||||||||
Debt Instrument [Line Items] | |||||||||
Capitalized debt issuance costs | $ 2,100,000 | ||||||||
Revolving line-of-credit facility under 2016 Credit Agreement | 2016 Credit Agreement | |||||||||
Debt Instrument [Line Items] | |||||||||
Incremental revolving commitments | $ 1,400,000,000 | ||||||||
Consolidated leverage ratio | 5.5 | ||||||||
Remaining borrowing capacity on revolving credit facility | $ 752,000,000 | $ 870,000,000 | $ 820,000,000 | ||||||
Current borrowing capacity | 870,000,000 | ||||||||
Capitalized debt issuance costs | $ 4,300,000 | ||||||||
Debt instrument, term | 7 years | ||||||||
Revolving line-of-credit facility under 2016 Credit Agreement | 2016 Credit Agreement | Minimum | |||||||||
Debt Instrument [Line Items] | |||||||||
Additional amount of cash netting allowed | 250,000,000 | ||||||||
Revolving line-of-credit facility under 2016 Credit Agreement | 2016 Credit Agreement | Maximum | |||||||||
Debt Instrument [Line Items] | |||||||||
Additional amount of cash netting allowed | $ 400,000,000 | ||||||||
Revolving line-of-credit facility under 2016 Credit Agreement | 2016 Credit Agreement | London Interbank Offered Rate (LIBOR) | |||||||||
Debt Instrument [Line Items] | |||||||||
Margin on variable rate, percent | 0.75% | ||||||||
Revolving line-of-credit facility under 2016 Credit Agreement | 2016 Credit Agreement | Letter of Credit | |||||||||
Debt Instrument [Line Items] | |||||||||
Current borrowing capacity | 250,000,000 | ||||||||
Revolving line-of-credit facility under 2016 Credit Agreement | 2016 Credit Agreement | Swingline Loan | |||||||||
Debt Instrument [Line Items] | |||||||||
Current borrowing capacity | 20,000,000 | ||||||||
Line of Credit | |||||||||
Debt Instrument [Line Items] | |||||||||
Long-term debt | $ 0 | $ 35,000,000 | |||||||
Average interest rate | 1.66% | 2.36% | |||||||
Line of Credit | 2016 Credit Agreement | Secured debt | |||||||||
Debt Instrument [Line Items] | |||||||||
Long-term debt | $ 2,332,297,000 | $ 2,380,755,000 | |||||||
Line of Credit | Tranche A term loan | Secured debt | |||||||||
Debt Instrument [Line Items] | |||||||||
Long-term debt | 886,260,000 | 923,707,000 | |||||||
Line of Credit | Tranche B term loan | Secured debt | |||||||||
Debt Instrument [Line Items] | |||||||||
Long-term debt | $ 1,446,037,000 | 1,457,048,000 | |||||||
Credit Facility Term Loans | Tranche B term loan | Base Rate | |||||||||
Debt Instrument [Line Items] | |||||||||
Margin on variable rate, percent | 1.25% | ||||||||
Credit Facility Term Loans | Tranche B term loan | Eurocurrency Rate | |||||||||
Debt Instrument [Line Items] | |||||||||
Margin on variable rate, percent | 2.25% | ||||||||
Notes payable | Senior Notes | |||||||||
Debt Instrument [Line Items] | |||||||||
Long-term debt | $ 400,000,000 | 400,000,000 | |||||||
Senior notes | $ 400,000,000 | $ 400,000,000 | |||||||
Interest rate, stated percentage | 4.75% | 4.75% | |||||||
Participation Debt | Line of Credit | |||||||||
Debt Instrument [Line Items] | |||||||||
Remaining borrowing capacity on revolving credit facility | $ 60,000,000 | $ 80,000,000 | |||||||
Average interest rate | 4.17% | ||||||||
Amount outstanding | $ 0 | $ 50,000,000 | |||||||
Participation Debt | Line of Credit | London Interbank Offered Rate (LIBOR) | |||||||||
Debt Instrument [Line Items] | |||||||||
Margin on variable rate, percent | 2.25% |
Financing and Other Debt - Sc_2
Financing and Other Debt - Schedule of Convertible Notes (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2020 | Jul. 01, 2020 | Dec. 31, 2019 | |
Debt Instrument [Line Items] | ||||
Principal | $ 3,114,818 | $ 3,114,818 | $ 2,972,674 | |
Debt financing costs | 570 | |||
Adjustments to additional paid in capital, equity component of convertible debt | 41,066 | |||
Convertible Debt | ||||
Debt Instrument [Line Items] | ||||
Principal | 310,000 | 310,000 | $ 0 | |
Convertible Debt | Convertible Senior Notes Due 2027 | ||||
Debt Instrument [Line Items] | ||||
Principal | 310,000 | 310,000 | ||
Less: Unamortized discounts | (68,437) | (68,437) | ||
Less: Unamortized issuance cost | 2,417 | 2,417 | ||
Net carrying amount of Convertible Notes | 239,146 | 239,146 | $ 237,500 | |
Equity component | $ 54,689 | 54,689 | $ 54,700 | |
Debt financing costs | 600 | |||
Adjustments to additional paid in capital, equity component of convertible debt | $ 13,600 |
Financing and Other Debt - Sc_3
Financing and Other Debt - Schedule of Total Interest Expense for Convertible Note (Details) - Convertible Debt - Convertible Senior Notes Due 2027 - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2020 | Jul. 01, 2020 | |
Debt Instrument [Line Items] | |||
Interest on 6.5% coupon | $ 4,982 | $ 4,982 | |
Amortization of debt discount and debt issuance costs | 1,674 | 1,674 | |
Operating interest | $ 6,656 | $ 6,656 | |
Interest rate, stated percentage | 0.065% | 0.065% | 6.50% |
Financing and Other Debt - Amou
Financing and Other Debt - Amounts Outstanding Under Participation Debt Agreements (Details) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
Debt Instrument [Line Items] | ||
Amounts Available | $ 818,373,000 | $ 768,686,000 |
Line of Credit | ||
Debt Instrument [Line Items] | ||
Amounts Available | 380,000,000 | 355,000,000 |
Participation Debt | Line of Credit | ||
Debt Instrument [Line Items] | ||
Amounts Available | 60,000,000 | 80,000,000 |
Amounts Outstanding | 0 | 50,000,000 |
Remaining Funding Capacity | 60,000,000 | $ 30,000,000 |
Average interest rate | 4.17% | |
Participation Debt Agreement, Terminates on December 31, 2021 | Participation Debt | Line of Credit | ||
Debt Instrument [Line Items] | ||
Amounts Available | 60,000,000 | |
Short-term debt, net | Participation Debt | Line of Credit | ||
Debt Instrument [Line Items] | ||
Amounts Outstanding | $ 0 | $ 50,000,000 |
Off-Balance Sheet Arrangements
Off-Balance Sheet Arrangements (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||
Proceeds from sale of factoring receivables | $ 800,000,000 | $ 5,000,000,000 | $ 3,700,000,000 | $ 11,000,000,000 |
Gain (loss) on sale of factoring receivables | 1,200,000 | 2,900,000 | ||
WEX Europe Services | ||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||
Proceeds from sale of factoring receivables | 122,600,000 | 156,000,000 | 327,200,000 | 470,300,000 |
Gain (loss) on sale of factoring receivables | 1,700,000 | 800,000 | 1,700,000 | 2,600,000 |
WEX Latin America debt | ||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||
Gain (loss) on sale of factoring receivables | $ 1,600,000 | 4,800,000 | $ 6,500,000 | 12,000,000 |
WEX Latin America debt | WEX Latin America Securitization Facility | ||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||
Proceeds from sale of factoring receivables | $ 21,400,000 | 57,000,000 | ||
Equity contributions to investment fund | $ 0 |
Fair Value - Assets and Liabili
Fair Value - Assets and Liabilities Measured at Fair Value and Related Hierarchy Levels (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Financial Assets: | ||
Total investment securities | $ 31,259 | $ 30,460 |
Level 1 | ||
Financial Assets: | ||
Executive deferred compensation plan trust | 8,858 | 7,965 |
Prepaid expenses and other current assets | ||
Financial Assets: | ||
Executive deferred compensation plan trust | 900 | 900 |
Other assets | ||
Financial Assets: | ||
Executive deferred compensation plan trust | 8,000 | 7,000 |
Money market funds | Level 1 | ||
Financial Assets: | ||
Money market funds | 558,919 | 223,217 |
Municipal bonds | Level 2 | ||
Financial Assets: | ||
Total investment securities | 197 | 302 |
Asset-backed securities | Level 2 | ||
Financial Assets: | ||
Total investment securities | 220 | 247 |
Mortgage-backed securities | Level 2 | ||
Financial Assets: | ||
Total investment securities | 142 | 174 |
Pooled investment fund measured at NAV | Net Asset Value | ||
Financial Assets: | ||
Total investment securities | 5,000 | 5,000 |
Fixed-income mutual fund | Level 1 | ||
Financial Assets: | ||
Total investment securities | 25,700 | 24,737 |
Interest rate swaps | Level 2 | ||
Financial Assets: | ||
Derivative asset | 0 | 2,395 |
Liabilities | ||
Interest rate swaps | 50,091 | 19,764 |
Interest rate swaps | Prepaid expenses and other current assets | ||
Financial Assets: | ||
Derivative asset | 2,400 | |
Interest rate swaps | Other current liabilities | ||
Liabilities | ||
Interest rate swaps | 21,700 | 6,700 |
Interest rate swaps | Other liabilities | ||
Liabilities | ||
Interest rate swaps | $ 28,400 | $ 13,100 |
Fair Value - Pooled Investment
Fair Value - Pooled Investment Fund (Details) - Net Asset Value - Pooled investment fund $ in Thousands | 9 Months Ended |
Sep. 30, 2020USD ($) | |
Fair Value, Investments, Entities that Calculate Net Asset Value Per Share [Line Items] | |
Unfunded Commitments | $ 0 |
Redemption Notice Period | 30 days |
Fair Value | |
Fair Value, Investments, Entities that Calculate Net Asset Value Per Share [Line Items] | |
Fair Value | $ 5,000 |
Fair Value - Narrative (Details
Fair Value - Narrative (Details) - Level 2 $ in Millions | Sep. 30, 2020USD ($) |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Convertible debt, fair value | $ 320.5 |
Estimate of Fair Value Measurement | Tranche A term loan | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Long-term debt, fair value | 868.5 |
Estimate of Fair Value Measurement | Tranche B term loan | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Long-term debt, fair value | $ 1,390 |
Redeemable Non-Controlling In_3
Redeemable Non-Controlling Interest - Narrative (Details) - USD ($) $ in Thousands | Mar. 05, 2019 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2020 |
Noncontrolling Interest [Line Items] | ||||||||
Adjustment to redeemable non-controlling interest to reflect WEX Health at fair value | $ 6,879 | $ (59,940) | $ 2,624 | $ 28,459 | $ 17,720 | $ 0 | ||
Additional Paid-in Capital | ||||||||
Noncontrolling Interest [Line Items] | ||||||||
Adjustment to redeemable non-controlling interest to reflect WEX Health at fair value | $ (41,400) | |||||||
Discovery Benefits | ||||||||
Noncontrolling Interest [Line Items] | ||||||||
Ownership percentage by noncontrolling interest | 4.90% | |||||||
Discovery Benefits | Maximum | ||||||||
Noncontrolling Interest [Line Items] | ||||||||
Call rights, exercise period | 7 years | |||||||
Discovery Benefits | Additional Paid-in Capital | ||||||||
Noncontrolling Interest [Line Items] | ||||||||
Adjustment to redeemable non-controlling interest to reflect WEX Health at fair value | $ 41,400 | |||||||
Discovery Benefits | Non-Controlling Interest | ||||||||
Noncontrolling Interest [Line Items] | ||||||||
Adjustment to redeemable non-controlling interest to reflect WEX Health at fair value | $ 41,400 |
Redeemable Non-Controlling In_4
Redeemable Non-Controlling Interest - Schedule of Redeemable Non-Controlling Interest (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||||
Beginning balance | $ 99,804 | $ 159,645 | $ 156,879 | $ 117,727 | $ 99,993 | $ 0 | $ 156,879 | $ 0 |
Acquisition of Discovery Benefits at fair value | 0 | 25,757 | ||||||
Establishing redeemable non-controlling interest for WEX Health at carrying value | 0 | 32,843 | ||||||
Adjustment to redeemable non-controlling interest to reflect WEX Health at fair value | 0 | 41,400 | ||||||
Net income (loss) attributable to redeemable non-controlling interest | 537 | 99 | 142 | 32 | 14 | (7) | ||
Change in value of redeemable non-controlling interest | 6,879 | (59,940) | 2,624 | 28,459 | 17,720 | 0 | (50,437) | 46,179 |
Ending balance | $ 107,220 | $ 99,804 | $ 159,645 | $ 146,218 | $ 117,727 | $ 99,993 | $ 107,220 | $ 146,218 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | ||||||
Effective tax rate | (59.80%) | 31.10% | 6.40% | 29.20% | ||
Discrete tax benefit from additional tax basis from acquisition | $ 9.8 | |||||
Reflecting an additional tax basis | 3.6 | |||||
Valuation allowance recognized | 5.3 | |||||
Undistributed earnings of certain foreign subsidiaries | $ 35.1 | 35.1 | $ 77.4 | |||
Decrease to unrecognized tax benefits from settlements | $ 5.4 | |||||
Gross unrecognized tax benefits | $ 0.8 | $ 0.8 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) shares in Millions | Aug. 20, 2020 | Jan. 24, 2020 | Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Jul. 29, 2020 | Jul. 28, 2020 | Dec. 31, 2019 | Jan. 24, 2019 |
Purchase Commitment, Excluding Long-term Commitment [Line Items] | ||||||||||
Amounts available | $ 818,373,000 | $ 818,373,000 | $ 768,686,000 | |||||||
Capitalized underwriting fees | 5,300,000 | 5,300,000 | ||||||||
Operating interest | 5,262,000 | $ 11,508,000 | 20,151,000 | $ 31,765,000 | ||||||
Incurred penalties | 1,200,000 | 2,400,000 | ||||||||
Commitment Letter [Member] | ||||||||||
Purchase Commitment, Excluding Long-term Commitment [Line Items] | ||||||||||
Operating interest | 5,000,000 | 5,000,000 | ||||||||
Bank of America, N.A, Senior Secured And Unsecured Credit Facilities | ||||||||||
Purchase Commitment, Excluding Long-term Commitment [Line Items] | ||||||||||
Amounts available | $ 3,100,000,000 | |||||||||
Bank of America, N.A, Senior Secured And Unsecured Credit Facilities | Line of Credit Backstop | ||||||||||
Purchase Commitment, Excluding Long-term Commitment [Line Items] | ||||||||||
Amounts available | $ 1,700,000,000 | |||||||||
2016 Credit Agreement | Unsecured Debt | ||||||||||
Purchase Commitment, Excluding Long-term Commitment [Line Items] | ||||||||||
Amounts available | $ 600,000,000 | $ 600,000,000 | ||||||||
Debt instrument, term | 364 days | |||||||||
Debt instrument, extension term | 6 months | |||||||||
2016 Credit Agreement | Revolving line-of-credit facility under 2016 Credit Agreement | ||||||||||
Purchase Commitment, Excluding Long-term Commitment [Line Items] | ||||||||||
Amounts available | $ 752,000,000 | $ 870,000,000 | $ 820,000,000 | |||||||
Debt instrument, term | 7 years | |||||||||
Minimum | ||||||||||
Purchase Commitment, Excluding Long-term Commitment [Line Items] | ||||||||||
Commitment fee percentage | 0.50% | |||||||||
Maximum | ||||||||||
Purchase Commitment, Excluding Long-term Commitment [Line Items] | ||||||||||
Commitment fee percentage | 3.50% | |||||||||
eNett and Optal | ||||||||||
Purchase Commitment, Excluding Long-term Commitment [Line Items] | ||||||||||
Cash to be paid | $ 1,300,000,000 | |||||||||
eNett and Optal | Common Stock | ||||||||||
Purchase Commitment, Excluding Long-term Commitment [Line Items] | ||||||||||
Shares to be issued (in shares) | 2 |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of Grant Date (Details) - $ / shares | Jun. 24, 2020 | Mar. 16, 2020 | Mar. 20, 2019 |
Stock Options | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Risk-free rate | 0.20% | 0.18% | |
Stock price (in dollars per share) | $ 173.15 | $ 173.15 | |
Volatility | 51.32% | 62.29% | |
Shares at target (in shares) | 199,870 | 86,845 | |
Fair value per share (in dollars per share) | $ 280,930 | $ 188,210 | |
Stock Options, Non-CEO | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Risk-free rate | 0.21% | ||
Stock price (in dollars per share) | $ 160.14 | ||
Volatility | 47.72% | ||
Shares at target (in shares) | 110,467 | ||
Fair value per share (in dollars per share) | $ 264,170 | ||
Stock Options, CEO | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Risk-free rate | 0.21% | ||
Stock price (in dollars per share) | $ 160.14 | ||
Volatility | 47.72% | ||
Shares at target (in shares) | 28,101 | ||
Fair value per share (in dollars per share) | $ 240,550 |
Stock-Based Compensation - Narr
Stock-Based Compensation - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Share-based Payment Arrangement [Abstract] | |||
Fair value of units awarded | $ 9.8 | $ 102.1 | $ 55 |
Segment Information - Narrative
Segment Information - Narrative (Details) | 9 Months Ended |
Sep. 30, 2020segment | |
Segment Reporting [Abstract] | |
Number of reportable segments | 3 |
Segment Information - Revenue b
Segment Information - Revenue by Segment (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Segment Reporting Information [Line Items] | ||||
Total revenues | $ 382,116 | $ 459,963 | $ 1,160,879 | $ 1,283,646 |
Interest income | 1,620 | 1,676 | 4,468 | 7,089 |
Fleet Solutions | ||||
Segment Reporting Information [Line Items] | ||||
Total revenues | 228,704 | 277,526 | 682,931 | 777,622 |
Interest income | 1,304 | 825 | 3,205 | 4,844 |
Travel and Corporate Solutions | ||||
Segment Reporting Information [Line Items] | ||||
Total revenues | 64,296 | 99,128 | 203,150 | 272,126 |
Interest income | 12 | 402 | 265 | 1,209 |
Health and Employee Benefit Solutions | ||||
Segment Reporting Information [Line Items] | ||||
Total revenues | 89,116 | 83,309 | 274,798 | 233,898 |
Interest income | 304 | 449 | 998 | 1,036 |
Payment processing revenue | ||||
Segment Reporting Information [Line Items] | ||||
Total revenues | 171,077 | 224,756 | 522,575 | 626,380 |
Payment processing revenue | Fleet Solutions | ||||
Segment Reporting Information [Line Items] | ||||
Total revenues | 102,418 | 125,288 | 305,888 | 353,413 |
Payment processing revenue | Travel and Corporate Solutions | ||||
Segment Reporting Information [Line Items] | ||||
Total revenues | 53,239 | 85,128 | 166,768 | 222,399 |
Payment processing revenue | Health and Employee Benefit Solutions | ||||
Segment Reporting Information [Line Items] | ||||
Total revenues | 15,420 | 14,340 | 49,919 | 50,568 |
Account servicing revenue | ||||
Segment Reporting Information [Line Items] | ||||
Total revenues | 112,417 | 109,205 | 335,736 | 303,183 |
Account servicing revenue | Fleet Solutions | ||||
Segment Reporting Information [Line Items] | ||||
Total revenues | 39,350 | 42,037 | 115,252 | 122,782 |
Account servicing revenue | Travel and Corporate Solutions | ||||
Segment Reporting Information [Line Items] | ||||
Total revenues | 9,964 | 10,717 | 31,210 | 32,019 |
Account servicing revenue | Health and Employee Benefit Solutions | ||||
Segment Reporting Information [Line Items] | ||||
Total revenues | 63,103 | 56,451 | 189,274 | 148,382 |
Finance fee revenue | ||||
Segment Reporting Information [Line Items] | ||||
Total revenues | 46,307 | 66,382 | 144,945 | 175,667 |
Finance fee revenue | Fleet Solutions | ||||
Segment Reporting Information [Line Items] | ||||
Total revenues | 46,129 | 65,818 | 143,934 | 174,067 |
Finance fee revenue | Travel and Corporate Solutions | ||||
Segment Reporting Information [Line Items] | ||||
Total revenues | 145 | 645 | 900 | 1,498 |
Finance fee revenue | Health and Employee Benefit Solutions | ||||
Segment Reporting Information [Line Items] | ||||
Total revenues | 33 | (81) | 111 | 102 |
Other revenue | ||||
Segment Reporting Information [Line Items] | ||||
Total revenues | 52,315 | 59,620 | 157,623 | 178,416 |
Other revenue | Fleet Solutions | ||||
Segment Reporting Information [Line Items] | ||||
Total revenues | 40,807 | 44,383 | 117,857 | 127,360 |
Other revenue | Travel and Corporate Solutions | ||||
Segment Reporting Information [Line Items] | ||||
Total revenues | 948 | 2,638 | 4,272 | 16,210 |
Other revenue | Health and Employee Benefit Solutions | ||||
Segment Reporting Information [Line Items] | ||||
Total revenues | $ 10,560 | $ 12,599 | $ 35,494 | $ 34,846 |
Segment Information - Reconcili
Segment Information - Reconciliation of Adjusted Operating Income to Income Before Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Segment Reporting Information [Line Items] | ||||
Adjusted operating income | $ 140,260 | $ 202,131 | $ 409,649 | $ 533,834 |
Loss on sale of subsidiary | (46,362) | 0 | (46,362) | 0 |
Stock-based compensation | 44,634 | 33,596 | ||
Operating income | 1,845 | 118,311 | 105,456 | 281,983 |
Financing interest expense | (40,950) | (34,549) | (101,813) | (101,299) |
Net foreign currency loss | (784) | (16,528) | (31,973) | (13,748) |
Net unrealized gain (loss) on financial instruments | 3,774 | (5,650) | (32,115) | (39,078) |
(Loss) income before income taxes | (36,115) | 61,584 | (60,445) | 127,858 |
Fleet Solutions | ||||
Segment Reporting Information [Line Items] | ||||
Adjusted operating income | 102,276 | 133,348 | 284,064 | 348,900 |
Travel and Corporate Solutions | ||||
Segment Reporting Information [Line Items] | ||||
Adjusted operating income | 14,184 | 47,356 | 47,060 | 122,581 |
Health and Employee Benefit Solutions | ||||
Segment Reporting Information [Line Items] | ||||
Adjusted operating income | 23,800 | 21,427 | 78,525 | 62,353 |
Segment reconciling items | ||||
Segment Reporting Information [Line Items] | ||||
Unallocated corporate expenses | 14,817 | 17,016 | 45,313 | 52,135 |
Acquisition-related intangible amortization | 42,831 | 42,800 | 127,847 | 116,502 |
Other acquisition and divestiture related items | 15,430 | 7,907 | 31,107 | 24,704 |
Loss on sale of subsidiary | 46,362 | 0 | 46,362 | 0 |
Debt restructuring costs | (240) | 1,162 | 525 | 10,640 |
Stock-based compensation | 18,170 | 9,522 | 45,059 | 34,956 |
Other costs | $ 1,045 | $ 5,413 | $ 7,980 | $ 12,914 |
Supplementary Regulatory Capi_3
Supplementary Regulatory Capital Disclosure (Details) $ in Thousands | Sep. 30, 2020USD ($) | Dec. 31, 2019USD ($) |
Debt Disclosure [Abstract] | ||
Total Capital to risk-weighted assets, Actual Amount | $ 318,656 | $ 329,276 |
Total Capital to risk-weighted assets, Actual, Ratio | 0.1574 | 0.1354 |
Total Capital to risk-weighted assets, Minimum for Capital Adequacy Purposes Amount | $ 161,982 | $ 194,566 |
Total Capital to risk-weighted assets, Minimum for Capital Adequacy Purposes, Ratio | 0.080 | 0.080 |
Total Capital to risk-weighted assets, Minimum to Be Well Capitalized Under Prompt Corrective Action Provisions Amount | $ 202,477 | $ 243,208 |
Total Capital to risk-weighted assets, Minimum to Be Well Capitalized Under Prompt Corrective Action Provisions, Ratio | 0.100 | 0.100 |
Tier 1 Capital to average assets, Actual Amount | $ 310,979 | $ 314,466 |
Tier 1 Capital to average assets, Actual, Ratio | 0.1275 | 0.1088 |
Tier 1 Capital to average assets, Minimum for Capital Adequacy Purposes Amount | $ 97,568 | $ 115,583 |
Tier 1 Capital to average assets, Minimum for Capital Adequacy Purposes, Ratio | 0.040 | 0.040 |
Tier 1 Capital to average assets, Minimum to Be Well Capitalized Under Prompt Corrective Action Provisions Amount | $ 121,959 | $ 144,479 |
Tier 1 Capital to average assets, Minimum to Be Well Capitalized Under Prompt Corrective Action Provision, Ratio | 0.050 | 0.050 |
Common equity to risk-weighted assets, Actual Amount | $ 310,979 | $ 314,466 |
Common equity to risk-weighted assets, Actual, Ratio | 15.36% | 12.93% |
Common equity to risk-weighted assets, Minimum for Capital Adequacy Purposes Amount | $ 91,115 | $ 109,443 |
Common equity to risk-weighted assets, Minimum for Capital Adequacy Purposes, Ratio | 4.50% | 4.50% |
Common equity to risk-weighted assets, Minimum to Be Well Capitalized Under Prompt Corrective Action Provisions Amount | $ 131,610 | $ 158,085 |
Common equity to risk-weighted assets, Minimum to Be Well Capitalized Under Prompt Corrective Action Provisions, Ratio | 6.50% | 6.50% |
Tier 1 Capital to risk-weighted assets, Actual Amount | $ 310,979 | $ 314,466 |
Tier 1 Capital to risk-weighted assets, Actual, Ratio | 0.1536 | 0.1293 |
Tier 1 Capital to risk-weighted assets, Minimum for Capital Adequacy Purposes Amount | $ 121,486 | $ 145,925 |
Tier 1 Capital to risk-weighted assets, Minimum for Capital Adequacy Purposes, Ratio | 0.060 | 0.060 |
Tier 1 Capital to risk-weighted assets, Minimum to Be Well Capitalized Under Prompt Corrective Action Provisions Amount | $ 161,982 | $ 194,566 |
Tier 1 capital to risk-weighted assets, Minimum to Be Well Capitalized Under Prompt Corrective Action Provisions Amount, Ratio | 0.080 | 0.080 |