Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Feb. 16, 2022 | Jun. 30, 2021 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2021 | ||
Current Fiscal Year End Date | --12-31 | ||
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 Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
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 | ||
ICFR Auditor Attestation Flag | true | ||
Entity Shell Company | false | ||
Entity Public Float | $ 8,642,402,604 | ||
Entity Common Stock, Shares Outstanding | 44,830,224 | ||
Documents Incorporated by Reference | Portions of the Company’s definitive Proxy Statement to be delivered to stockholders in connection with the Company's 2022 Annual Meeting of Stockholders (the “2022 Proxy Statement”) are incorporated by reference into Part III of this 10 – K. With the exception of the sections of the 2022 Proxy Statement specifically incorporated herein by reference, the 2022 Proxy Statement is not deemed to be filed as part of this Annual Report on 10 – K. | ||
Entity Central Index Key | 0001309108 | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus (Q1,Q2,Q3,FY) | FY | ||
Amendment Flag | false |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2021 | |
Audit Information [Abstract] | |
Auditor Name | Deloitte & Touche LLP |
Auditor Location | Boston, Massachusetts |
Auditor Firm ID | 34 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Revenues | |||
Total revenues | $ 1,850,542 | $ 1,559,869 | $ 1,723,691 |
Cost of services | |||
Processing costs | 482,870 | 419,041 | 400,439 |
Service fees | 52,804 | 47,289 | 57,027 |
Provision for credit losses | 45,114 | 78,443 | 65,664 |
Operating interest | 9,157 | 23,810 | 41,915 |
Depreciation and amortization | 112,164 | 104,592 | 94,725 |
Total cost of services | 702,109 | 673,175 | 659,770 |
General and administrative | 326,878 | 292,109 | 275,807 |
Sales and marketing | 319,078 | 266,684 | 259,869 |
Depreciation and amortization | 160,477 | 157,334 | 142,404 |
Legal settlement | 0 | 162,500 | 0 |
Impairment charges | 0 | 53,378 | 0 |
Loss on sale of subsidiary | 0 | 46,362 | 0 |
Operating income (loss) | 342,000 | (91,673) | 385,841 |
Financing interest expense | (128,422) | (157,080) | (134,677) |
Net foreign currency loss | (12,339) | (25,783) | (926) |
Change in fair value of contingent consideration | (40,100) | 0 | 0 |
Other income | 3,617 | 491 | 932 |
Net unrealized gain (loss) on financial instruments | 39,190 | (27,036) | (34,654) |
Income (loss) before income taxes | 203,946 | (301,081) | 216,516 |
Income tax provision (benefit) | 67,807 | (20,597) | 61,223 |
Net income (loss) | 136,139 | (280,484) | 155,293 |
Less: Net income (loss) from non-controlling interests | 846 | 3,466 | (1,030) |
Net income (loss) attributable to WEX Inc. | 135,293 | (283,950) | 156,323 |
Change in value of redeemable non-controlling interest | (135,156) | 40,312 | (57,317) |
Net income (loss) attributable to shareholders | $ 137 | $ (243,638) | $ 99,006 |
Net loss attributable to shareholders per share: | |||
Basic (in dollars per share) | $ 0 | $ (5.56) | $ 2.29 |
Diluted (in dollars per share) | $ 0 | $ (5.56) | $ 2.26 |
Weighted average common shares outstanding: | |||
Basic (in shares) | 44,718 | 43,842 | 43,316 |
Diluted (in shares) | 45,312 | 43,842 | 43,769 |
Payment processing revenue | |||
Revenues | |||
Total revenues | $ 858,990 | $ 698,891 | $ 825,592 |
Account servicing revenue | |||
Revenues | |||
Total revenues | 526,858 | 449,456 | 413,552 |
Finance fee revenue | |||
Revenues | |||
Total revenues | 255,323 | 198,523 | 247,318 |
Other revenue | |||
Revenues | |||
Total revenues | $ 209,371 | $ 212,999 | $ 237,229 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Statement of Comprehensive Income [Abstract] | |||
Net income (loss) | $ 136,139 | $ (280,484) | $ 155,293 |
Unrealized losses on available-for-sale debt securities: | |||
Unrealized holding losses arising during period | (6,224) | 0 | 0 |
Less: reclassification adjustment for losses included in net income | 101 | 0 | 0 |
Total unrealized losses on available-for-sale debt securities | (6,123) | 0 | 0 |
Foreign currency translation adjustments | (31,494) | 27,864 | 1,784 |
Other comprehensive (loss) income, net of tax | (37,617) | 27,864 | 1,784 |
Comprehensive income (loss) | 98,522 | (252,620) | 157,077 |
Less: Comprehensive income (loss) attributable to non-controlling interest | 527 | 4,289 | (1,088) |
Comprehensive income (loss) attributable to WEX Inc. | $ 97,995 | $ (256,909) | $ 158,165 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Assets | ||
Cash and cash equivalents | $ 588,923,000 | $ 852,033,000 |
Restricted cash | 667,915,000 | 477,620,000 |
Accounts receivable | 2,891,242,000 | 1,993,329,000 |
Short-term Investments | 948,677,000 | 0 |
Securitized accounts receivable, restricted | 125,186,000 | 93,236,000 |
Prepaid expenses and other current assets | 77,569,000 | 86,629,000 |
Total current assets | 5,299,512,000 | 3,502,847,000 |
Property, equipment and capitalized software | 179,531,000 | 188,340,000 |
Goodwill | 2,908,057,000 | 2,688,138,000 |
Other intangible assets | 1,643,296,000 | 1,552,012,000 |
Investment securities | 39,650,000 | 37,273,000 |
Deferred income taxes, net | 5,635,000 | 17,524,000 |
Other assets | 231,147,000 | 197,227,000 |
Total assets | 10,306,828,000 | 8,183,361,000 |
Liabilities and Stockholders’ Equity | ||
Accounts payable | 1,021,911,000 | 778,207,000 |
Accrued expenses | 476,971,000 | 362,472,000 |
Restricted cash payable | 668,014,000 | 477,620,000 |
Short-term deposits | 2,026,420,000 | 911,395,000 |
Short-term debt, net | 155,769,000 | 152,730,000 |
Other current liabilities | 50,614,000 | 58,429,000 |
Total current liabilities | 4,399,699,000 | 2,740,853,000 |
Long-term debt, net | 2,695,365,000 | 2,874,113,000 |
Long-term deposits | 652,214,000 | 148,591,000 |
Deferred income taxes, net | 192,965,000 | 220,122,000 |
Other liabilities | 273,706,000 | 164,546,000 |
Total liabilities | 8,213,949,000 | 6,148,225,000 |
Commitments and Contingencies | ||
Redeemable non-controlling interest | 254,106,000 | 117,219,000 |
Stockholders’ Equity | ||
Common stock $0.01 par value; 175,000 shares authorized; 49,255 shares issued in 2021 and 48,616 in 2020; 44,827 shares outstanding in 2021 and 44,188 in 2020 | 492,000 | 485,000 |
Additional paid-in capital | 844,051,000 | 872,711,000 |
Retained earnings | 1,289,089,000 | 1,286,976,000 |
Accumulated other comprehensive loss | (122,517,000) | (82,935,000) |
Treasury stock at cost; 4,428 shares in 2021 and 2020 | (172,342,000) | (172,342,000) |
Total WEX Inc. stockholders’ equity | 1,838,773,000 | 1,904,895,000 |
Non-controlling interest | 0 | 13,022,000 |
Total stockholders’ equity | 1,838,773,000 | 1,917,917,000 |
Total liabilities and stockholders’ equity | $ 10,306,828,000 | $ 8,183,361,000 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
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 (in shares) | 49,255,000 | 48,616,000 |
Common stock, shares outstanding (in shares) | 44,827,000 | 44,188,000 |
Treasury stock, shares (in shares) | 4,428,000 | 4,428,000 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) shares in Thousands, $ in Thousands | Total | Impact of adoption | 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 CapitalImpact of adoption | [2] | 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 EarningsImpact of adoption | Retained EarningsCumulative Effect, Period of Adoption, Adjusted Balance | Non-Controlling Interest | Non-Controlling InterestImpact of adoption | [1] | Non-Controlling InterestCumulative Effect, Period of Adoption, Adjusted Balance | ||
Beginning Balances (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 under share-based compensation plans (in shares) | 192 | |||||||||||||||||||||
Stock issued under share-based compensation plans | 4,941 | $ 2 | 4,939 | |||||||||||||||||||
Share repurchases for tax withholdings | (10,352) | (10,352) | ||||||||||||||||||||
Stock-based compensation expense | 45,811 | 45,811 | ||||||||||||||||||||
Change in value of redeemable non-controlling interest | (57,315) | 41,400 | (98,715) | |||||||||||||||||||
Foreign currency translation adjustments | 1,784 | 1,842 | (58) | |||||||||||||||||||
Net income (loss) | 155,729 | 156,323 | (594) | |||||||||||||||||||
Ending Balance (in shares) at Dec. 31, 2019 | 47,749 | 47,749 | ||||||||||||||||||||
Ending balance at Dec. 31, 2019 | $ 1,936,522 | $ (8,777) | [1] | $ 1,927,745 | $ 477 | $ 477 | 675,060 | $ 675,060 | (115,449) | $ (115,449) | (172,342) | $ (172,342) | 1,539,201 | $ (8,587) | [1] | $ 1,530,614 | 9,575 | $ (190) | $ 9,385 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||||||
Accounting Standards Update [Extensible List] | Accounting Standards Update 2016-13 | |||||||||||||||||||||
Stock issued under share-based compensation plans (in shares) | 290 | |||||||||||||||||||||
Stock issued under share-based compensation plans | $ 9,273 | $ 2 | 9,271 | |||||||||||||||||||
Fair value of stock issued through private placement, net of issuance costs of $968 (in shares) | 577 | |||||||||||||||||||||
Fair value of stock issued through private placement, net of issuance costs of $968 | 92,976 | $ 6 | 92,970 | |||||||||||||||||||
Share repurchases for tax withholdings | (9,519) | (9,519) | ||||||||||||||||||||
Equity component of the Convertible Notes, net of allocated issuance costs of $570 and taxes of $13,623 | 41,066 | 41,066 | ||||||||||||||||||||
Stock-based compensation expense | 63,863 | 63,863 | ||||||||||||||||||||
Change in value of redeemable non-controlling interest | 40,312 | 40,312 | ||||||||||||||||||||
Foreign currency translation adjustments | 27,864 | 27,041 | 823 | |||||||||||||||||||
Transfer of cumulative translation adjustment on the sale of subsidiary | 5,473 | 5,473 | ||||||||||||||||||||
Net income (loss) | (281,136) | (283,950) | 2,814 | |||||||||||||||||||
Ending Balance (in shares) at Dec. 31, 2020 | 48,616 | 48,616 | ||||||||||||||||||||
Ending balance at Dec. 31, 2020 | $ 1,917,917 | $ (40,006) | [2] | $ 1,877,911 | $ 485 | $ 485 | 872,711 | $ (41,982) | $ 830,729 | (82,935) | $ (82,935) | (172,342) | $ (172,342) | 1,286,976 | $ 1,976 | [2] | $ 1,288,952 | 13,022 | $ 13,022 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||||||
Accounting Standards Update [Extensible List] | Accounting Standards Update 2020-06 | |||||||||||||||||||||
Stock issued under share-based compensation plans (in shares) | 432 | 639 | ||||||||||||||||||||
Stock issued under share-based compensation plans | $ 44,197 | $ 7 | 44,190 | |||||||||||||||||||
Share repurchases for tax withholdings | (23,457) | (23,457) | ||||||||||||||||||||
Stock-based compensation expense | 74,758 | 74,758 | ||||||||||||||||||||
Acquisition of non-controlling interest, net of $538 in acquisition costs (Note 4) | (97,530) | (82,169) | (2,284) | (13,077) | ||||||||||||||||||
Unrealized loss on available-for-sale debt securities | (6,123) | (6,123) | ||||||||||||||||||||
Change in value of redeemable non-controlling interest | (135,156) | (135,156) | ||||||||||||||||||||
Foreign currency translation adjustments | (31,494) | (31,175) | (319) | |||||||||||||||||||
Net income (loss) | 135,667 | 135,293 | 374 | |||||||||||||||||||
Ending Balance (in shares) at Dec. 31, 2021 | 49,255 | |||||||||||||||||||||
Ending balance at Dec. 31, 2021 | $ 1,838,773 | $ 492 | $ 844,051 | $ (122,517) | $ (172,342) | $ 1,289,089 | $ 0 | |||||||||||||||
[1] | Reflects the impact of the Company’s modified retrospective adoption of ASU 2016-13 | |||||||||||||||||||||
[2] | Reflects the impact of the Company’s modified retrospective adoption of ASU 2020-06 (See Note 1, Basis of Presentation and Summary of Significant Accounting Policies) |
CONSOLIDATED STATEMENTS OF ST_2
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (Parenthetical) $ in Thousands | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Payments for issuance of private placement | $ 968 |
Debt financing costs | 570 |
Income tax effect allocated directly to equity | 13,623 |
Expenses related to acquisitions | $ 97,900 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | ||
Cash flows from operating activities | ||||
Net income (loss) | $ 136,139 | $ (280,484) | $ 155,293 | |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||||
Net realized and unrealized (gains) losses | (29,861) | 48,042 | 29,792 | |
Change in fair value of contingent consideration | 40,100 | 0 | 0 | |
Stock-based compensation | 74,758 | 63,863 | 45,811 | |
Depreciation and amortization | 272,641 | 261,926 | 237,129 | |
Loss on sale of subsidiary | 0 | 46,362 | 0 | |
Amortization of premiums on investment securities | 1,324 | 0 | 0 | |
Gain on sale of equity investment | (3,617) | 0 | 0 | |
Loss on disposal of property, equipment and capitalized software | 4,378 | 0 | 0 | |
Debt restructuring and debt issuance cost amortization | 15,521 | 26,196 | 9,942 | |
Provision (benefit) for deferred taxes | 12,878 | (29,342) | 19,667 | |
Provision for credit losses | 45,114 | 78,443 | 65,664 | |
Impairment charges | 0 | 53,378 | 0 | |
Non-cash adjustments related to tax receivable agreement | 0 | (491) | (932) | |
Changes in operating assets and liabilities, net of effects of acquisitions: | ||||
Accounts receivable and securitized accounts receivable | (959,128) | 592,947 | (67,645) | |
Prepaid expenses and other current and other long-term assets | 29,830 | 6,514 | 31,337 | |
Accounts payable | 252,967 | (183,708) | 139,187 | |
Accrued expenses and restricted cash payable | 299,866 | 151,236 | 31,627 | |
Income taxes | 4,141 | 15,083 | (12,266) | |
Other current and other long-term liabilities | (46,653) | 7,054 | (21,435) | |
Net cash provided by operating activities | 150,398 | 857,019 | 663,171 | |
Cash flows from investing activities | ||||
Purchases of property, equipment and capitalized software | (86,041) | (80,471) | (102,860) | |
Cash paid on sale of subsidiary | 0 | (22,470) | 0 | |
Proceeds from sale or distribution of equity investment | 3,117 | 837 | 0 | |
Purchases of equity securities | (318) | (6,459) | (5,567) | |
Maturities of equity securities | 0 | 181 | 230 | |
Purchases of available-for-sale debt securities | (994,035) | 0 | 0 | |
Maturities of available-for-sale debt securities | 34,955 | 0 | 0 | |
Acquisitions, net of cash and restricted cash acquired | (558,784) | (220,704) | (882,417) | |
Net cash used for investing activities | (1,601,106) | (329,086) | (990,614) | |
Cash flows from financing activities | ||||
Repurchase of share-based awards to satisfy tax withholdings | (23,457) | (9,519) | (10,352) | |
Proceeds from stock option exercises | 44,197 | 9,273 | 4,941 | |
Net change in deposits | 1,620,284 | (396,065) | 176,603 | |
Net activity on other debt | (18,500) | (66,915) | (43,148) | |
Borrowings on revolving credit facility | 1,647,000 | 300,000 | 1,267,704 | |
Repayments on revolving credit facility | (1,527,200) | (300,000) | (1,265,251) | |
Borrowings on term loans | 112,819 | 0 | 688,990 | |
Repayments on term loans | (63,659) | (64,611) | (64,329) | |
Repayments on term loans | (400,000) | 0 | 0 | |
Proceeds from issuance of Convertible Notes | 0 | 299,150 | 0 | |
Proceeds from issuance of common stock | 0 | 90,000 | 0 | |
Issuance costs | (8,935) | (17,048) | (3,442) | |
Net change in securitized debt | 20,720 | (23,521) | (1,943) | |
Net cash provided by (used for) financing activities | 1,403,269 | (179,256) | 749,773 | |
Effect of exchange rates on cash, cash equivalents and restricted cash | (25,376) | (405) | 4,020 | |
Net change in cash, cash equivalents and restricted cash | (72,815) | 348,272 | 426,350 | |
Cash, cash equivalents and restricted cash at beginning of year | [1] | 1,329,653 | 981,381 | 555,031 |
Cash, cash equivalents and restricted cash at end of year | [1] | 1,256,838 | 1,329,653 | 981,381 |
Supplemental cash flow information | ||||
Interest paid | 132,160 | 163,292 | 175,993 | |
Income taxes paid (refunded) | 50,621 | (8,444) | 50,964 | |
Supplemental disclosure of non-cash investing and financing activities | ||||
Capital expenditures incurred but not paid | 5,143 | 3,179 | 4,771 | |
Non-cash contribution from non-controlling interest | 12,457 | 0 | 0 | |
Deferred cash consideration as part of asset acquisition | 47,408 | 0 | 0 | |
Contingent consideration as part of asset acquisition | 27,200 | 0 | 0 | |
Promissory note received in exchange for sale of equity investment | 500 | 0 | 0 | |
Reconciliation of cash, cash equivalents and restricted cash | ||||
Cash and cash equivalents at beginning of year | 852,033 | 810,932 | 541,498 | |
Restricted cash at beginning of year | 477,620 | 170,449 | 13,533 | |
Cash, cash equivalents and restricted cash at beginning of year | [1] | 1,329,653 | 981,381 | 555,031 |
Cash and cash equivalents at end of year | 588,923 | 852,033 | 810,932 | |
Restricted cash at end of year | 667,915 | 477,620 | 170,449 | |
Cash, cash equivalents and restricted cash at end of year | [1] | $ 1,256,838 | $ 1,329,653 | $ 981,381 |
[1] | The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within our consolidated balance sheets to amounts within our consolidated statements of cash flows for the years ended December 31, 2021, 2020 and 2019: December 31, 2021 2020 2019 Cash and cash equivalents at beginning of year $ 852,033 $ 810,932 $ 541,498 Restricted cash at beginning of year 477,620 170,449 13,533 Cash, cash equivalents and restricted cash at beginning of year $ 1,329,653 $ 981,381 $ 555,031 Cash and cash equivalents at end of year $ 588,923 $ 852,033 $ 810,932 Restricted cash at end of year 667,915 477,620 170,449 Cash, cash equivalents and restricted cash at end of year $ 1,256,838 $ 1,329,653 $ 981,381 |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Summary of Significant Accounting Policies | 1. Basis of Presentation and Summary of Significant Accounting Policies Business Description WEX Inc. (“Company”, “we” or “our”) is the global commerce platform that simplifies the business of running a business. We operate in three reportable segments: Fleet Solutions, Travel and Corporate Solutions, and Health and Employee Benefit Solutions, which are described in more detail in Note 24, Segment Information. The Company was founded in 1983, and trades on the NYSE under the ticker WEX. Basis of Presentation and Use of Estimates and Assumptions The accompanying consolidated financial statements for the years ended December 31, 2021, 2020 and 2019, include the accounts of the Company and its wholly and majority-owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. The Company prepares its consolidated financial statements in conformity with GAAP and with the Rules and Regulations of the SEC, specifically Regulation S – X and the instructions to Form 10 – K. These principles require management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosures of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenue and expenses during the period. Actual results could differ from those estimates and those differences may be material. These estimates and assumptions take into account historical and forward-looking factors, including but not limited to the potential impacts arising from COVID-19 and related policies and initiatives. As of December 31, 2021, the COVID-19 pandemic is continuing to evolve and its impact on the business going forward cannot reasonably be foreseen as it will depend on many factors outside of our control. As the events continue to evolve with respect to the pandemic, our estimates may materially change in future periods. The Company rounds amounts in the consolidated financial statements to thousands within tables and millions within text (unless otherwise specified), and calculates all percentages and per-share data from underlying whole-dollar amounts. Thus, certain amounts may not foot, crossfoot, or recalculate based on reported numbers due to rounding. Adoption of a New Accounting Standard The Company early adopted ASU 2020-06 on January 1, 2021. 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. The Company adopted ASU 2020-06 utilizing the modified-retrospective approach, recognizing the cumulative adjustment to retained earnings as of the effective date, without restatement of prior period amounts. As a result of the adoption of ASU 2020-06, the Convertible Notes and its conversion feature are now accounted for as a single unit of account and interest expense related to the amortization of the Convertible Notes’ debt discount in 2021 declined by $5.5 million from what would otherwise have been recognized in our consolidated statement of operations had the Company not adopted ASU 2020-06. The following table illustrates the adoption impact of ASU 2020-06: January 1, 2021 (In thousands) Prior to adoption Impact of As reported Long-term debt, net $ 2,874,113 $ 52,115 $ 2,926,228 Deferred income taxes, net (within total liabilities) 220,122 (12,109) 208,013 Additional paid-in capital 872,711 (41,982) 830,729 Retained earnings 1,286,976 1,976 1,288,952 The Company continues to apply the if-converted method to calculate the impact of the Convertible Notes on the diluted earnings per share as required by ASU 2020-06. See the following Earnings per Share significant accounting policy for more information. Significant Accounting Policies Cash and Cash Equivalents Highly liquid investments with original maturities at the time of purchase of three months or less (that are readily convertible to cash) are considered to be cash equivalents and are stated at cost, which approximates fair value. Cash and cash equivalents include Eurodollar time deposits and money market funds, which are unsecured short-term investments entered into with financial institutions. Restricted Cash Restricted cash represents funds collected from individuals or employers on behalf of our customers that are to be remitted to third parties, funds required to be maintained under certain vendor agreements, and amounts received from OTAs held in segregated accounts until a transaction is settled. Restricted cash is not available to fund the Company’s operations. We maintain an offsetting liability against the restricted cash. Accounts Receivable, Net of Allowances 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 or payment network, as applicable, 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. Receivables are generally written off when they are 180 days past invoice origination date or upon declaration of bankruptcy of the customer, subject to local regulatory restrictions. 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 $93.7 million and $60.2 million in receivables with revolving credit balances as of December 31, 2021 and 2020, respectively. 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. The Company adopted Topic 326 on January 1, 2020, which amended 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. The Company utilized the modified-retrospective approach at adoption, under which prior period comparable financial information was not adjusted. 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. 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 deviate from the current or historical median, the Company qualitatively assesses what impact, if any, the trends are expected to have on the reserve for credit losses. Economic indicators include consumer price indices, consumer spending and unemployment trends, among others. See Note 6, Allowance for Accounts Receivable for changes in the accounts receivable allowances by portfolio segment during the year ended December 31, 2021 and 2020 as a result of these assessments. Accounts receivable are evaluated for credit losses 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 OTAs. With the exception of the eNett and WEX Payments portfolios, which have minimal credit risk due to their respective business models 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 in September 2020, 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 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 account level 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, which are recorded as credit losses. The reserve for fraud losses is determined by monitoring pending fraud cases, customer-identified fraudulent activity, known and suspected fraudulent activity identified by the Company, as well as unconfirmed suspicious activity in order to make judgments as to probable fraud losses. Off-Balance Sheet Arrangements The Company has various off-balance sheet commitments, including the extension of credit to customers, accounts receivable factoring and accounts receivable securitization, which carry credit risk exposure. Such arrangements are described in Note 20, Commitments and Contingencies, and Note 13, Off-Balance Sheet Arrangements. These items were not significantly impacted by Topic 326. Investment Securities Investment securities held by the Company consist of (i) custodial assets managed and invested by WEX Bank through an investment manager, which are reflected within current assets on our consolidated balance sheets and (ii) securities purchased and held by WEX Bank primarily in order to meet the requirements of the Community Reinvestment Act, which are reflected within non-current assets on our consolidated balance sheets. Investment securities consist primarily of equity securities and available-for-sale debt securities, including U.S. treasury notes and bonds, corporate debt securities and asset or mortgage-backed securities. Investment securities are reflected in the consolidated balance sheets at fair value and are classified as current or long-term based on Management’s determination of whether such securities are available for use in current operations, regardless of the securities’ stated maturity dates. The cost basis of investment securities is based on the specific identification method. Accrued interest on investment securities is recorded within prepaid expenses and other current assets on the consolidated balance sheets. As of December 31, 2021, accrued interest on investment securities was $4.2 million. Accrued interest on investment securities as of December 31, 2020 was immaterial. Unrealized holding gains and losses on equity securities are included in net unrealized (loss) gain on financial instruments within the consolidated statements of operations. Realized gains and losses on available-for sale debt securities are recorded within other revenue on the consolidated statements of operations. Unrealized gains and losses on available-for-sale debt securities, net of applicable taxes, are recorded in accumulated other comprehensive loss on the consolidated balance sheets. Available-for-sale debt securities are considered impaired if the fair value of the investment is less than its amortized cost. If it is more likely than not that the Company will have to sell the security before recovery of its amortized cost basis, the security is written down to its fair value and the difference is recognized in operating income. If the Company deems it is not likely to sell such security before recovery of its amortized cost basis, the Company bifurcates the impairment into credit-related and non-credit-related components. In evaluating whether a credit-related loss exists, the Company considers a variety of factors including: the extent to which the fair value is less than the amortized cost basis; adverse conditions specifically related to the issuer of a security, an industry or geographic area; the failure of the issuer of the security to make scheduled interest or principal payments; and any changes to the rating of the security by a rating agency. A loss on available-for-sale securities attributed to a credit-related component is determined by comparing the present value of cash flows expected to be collected from the security with the amortized cost basis of the security and is recorded within the provision for credit losses on our consolidated statements of operations. To the extent this expected credit loss decreases in future periods, the charge to the provision for credit losses is reversed. The portion of the loss attributed to non-credit-related components is reflected within accumulated other comprehensive loss on the consolidated balance sheets, net of applicable taxes. To the extent this loss decreases in future periods, the Company records a reduction to accumulated other comprehensive loss, net of applicable taxes. Derivatives From time to time, the Company utilizes derivative instruments as part of its overall strategy to reduce the impact of interest rate volatility. The Company’s derivative instruments are recorded at fair value on the consolidated balance sheets. The Company’s derivative instruments outstanding at December 31, 2021 and 2020 consist of interest rate swap agreements that have not been designated as hedges and a contingent consideration liability. Realized gains and losses on interest rate swap derivatives are recognized in financing interest expense and unrealized gains and losses on the interest rate swap derivatives are recognized in net unrealized gains and losses on financial instruments. The change in the estimated fair value of the contingent consideration liability is recognized separately on the consolidated statement of operations. For the purposes of cash flow presentation, realized and unrealized gains or losses on the interest rate swaps and unrealized gains or losses on the contingent consideration liability are included within cash flows from operating activities. Cash payments for contingent consideration will be included within cash flows from financing activities, up to the initial liability balance at acquisition. Any contingent consideration paid in excess of the initial liability balance will be included within cash flows from operating activities. Leases The Company's real estate leases are accounted for using a right-of-use model, which recognizes that at the date of commencement, a lessee has a financial obligation to make lease payments to the lessor for the right to use the underlying asset during the lease term. The lessee recognizes a corresponding right-of-use asset related to this right. Some of our leases include options to extend the term of the lease. When it is reasonably certain that we will exercise the option, we include the impact of the option in the lease term for purposes of determining future lease payments. The Company made an accounting policy election to not recognize assets or liabilities for leases with a term of less than twelve months and to account for all components in a lease arrangement as a single combined lease component. Short-term lease payments are recognized on a straight-line basis. Certain of our lease agreements include variable rent payments, consisting primarily of rental payments adjusted periodically for inflation and amounts paid to the lessor based on cost or consumption, such as maintenance and utilities. These costs are recognized in the period in which the obligation is incurred. As the Company’s leases do not specify an implicit rate, the Company uses an incremental borrowing rate based on information available at the lease commencement date to determine the present value of the lease payments. The Company evaluates right-of-use assets for impairment when events or changes in circumstances indicate that the carrying value of the asset may not be recoverable. Additionally, the Company may choose to exit a lease prior to the end of the lease term. In circumstances when the Company has made the decision to exit the lease and does not have the ability and intent to sublease such exited facility, the Company adjusts the estimated useful life of the right-of-use asset so that it ends on the cease use date. The accelerated lease expense is recognized on a straight-line basis through the end of the useful life. Property, Equipment and Capitalized Software Property, equipment and capitalized software are stated at cost, net of accumulated depreciation and amortization. Replacements, renewals and improvements are capitalized and costs for repair and maintenance are expensed as incurred. Leasehold improvements are depreciated using the straight-line method over the shorter of the remaining lease term or the useful life of the improvement. Depreciation and amortization for all other property, equipment and capitalized software is primarily computed using the straight-line method over the estimated useful lives shown below. Estimated Useful Lives Furniture, fixtures and equipment 3 to 5 years Internal-use computer software 1.5 to 5 years Computer software 3 years The Company’s developed internal-use software is used to provide processing and information management services to customers. A significant portion of the Company’s capital expenditures is devoted to the development of such internal-use computer software. Costs incurred during the preliminary project stage are expensed as incurred. Software development costs are capitalized during the application development stage. Capitalization begins when the preliminary project stage is complete, as well as when management authorizes and commits to the funding of the project. Capitalization of costs ceases when the software is ready for its intended use. Costs related to maintenance of internal-use software are expensed as incurred. Below are the amounts of internal-use computer software capitalized within property, equipment and capitalized software and the related amortization expense incurred on all internal-use computer software during the years ended December 31: (in thousands) 2021 2020 2019 Gross amounts capitalized for internal-use computer software (including construction-in-process) $ 77,808 $ 58,881 $ 74,432 Amounts expensed for amortization of internal-use computer software $ 74,189 $ 72,363 $ 57,821 Cloud Computing Arrangements The Company capitalizes implementation costs in cloud computing arrangements, including development costs on third party technology platforms. Such amounts are amortized, when ready for intended use, over the lesser of the term of the hosting arrangement or the useful life of the underlying software. As of December 31, 2021, the Company had the following costs capitalized with respect to cloud computing arrangements on the consolidated balance sheet: Year Ended December 31, (in thousands) 2021 2020 Gross cloud computing costs (inclusive of in-process amounts) $ 10,269 $ 6,360 Accumulated amortization 2,529 387 Net cloud computing costs $ 7,740 $ 5,973 Included in prepaid expenses and other current assets $ 3,369 $ 4,570 Included in other assets $ 4,371 $ 1,403 Acquisitions For acquisitions that meet the definition of a business combination, the Company applies the acquisition method of accounting where assets acquired and liabilities assumed are recorded at fair value at the date of each acquisition. Any excess of the consideration transferred by the Company over the amounts recognized for assets acquired and liabilities assumed is recorded as goodwill. The Company continues to evaluate acquisitions for a period not to exceed one year after the acquisition date of each transaction to determine whether any additional adjustments are needed to the allocation of the purchase price. The acquiree’s results of operations are included in consolidated results of the Company from the date of the respective acquisition. All other acquisitions are accounted for as asset acquisitions and the purchase price is allocated to the net assets acquired with no recognition of goodwill. Following the acquisition date, the purchase price is not subsequently adjusted. The fair value of assets acquired and liabilities assumed is based on management’s estimates and assumptions, as well as other information compiled by management. Fair values are typically determined using a discounted cash flow valuation method, though the Company utilizes alternative valuation methods when deemed appropriate. Significant acquisition valuation assumptions typically include timing and amount of future cash flows, effective income tax rates, discount rates, long-term growth expectations and customer attrition rates. Goodwill and Other Intangible Assets The Company tests goodwill for impairment at least annually or more frequently if facts or circumstances indicate that the goodwill might be impaired. Goodwill is assigned to reporting units, which are one level below the Company’s operating segments. The Company performs goodwill impairment tests at the reporting unit level annually as of October 1. Such impairment tests include comparing the fair value of the respective reporting units with their carrying values, including goodwill. The Company uses both discounted cash flow analyses and comparable company pricing multiples to determine the fair value of its reporting units. Such analyses are corroborated using market analytics. Certain assumptions are used in determining the fair value, including assumptions about future cash flows and terminal values. When appropriate, the Company considers the assumptions that it believes hypothetical marketplace participants would use in estimating future cash flows. In addition, an appropriate discount rate is used, based on the Company’s cost of capital or reporting unit-specific economic factors. When the fair value of a reporting unit is less than its carrying value, a goodwill impairment charge is recorded equal to the amount by which the carrying value of the reporting unit, including goodwill, exceeds its fair value, limited to the total amount of goodwill allocated to that reporting unit. During our annual goodwill impairment test performed as of October 1, 2020, we determined that the reduced volumes attributable in part to COVID-19, had a significant negative impact on the fair value of the WEX Fleet Europe reporting unit (the 2019 Go Fuel Card acquisition). Based on the carrying value of this reporting unit exceeding its fair value at that date, the Company recorded a $53.4 million goodwill impairment charge during the year ended December 31, 2020. As of December 31, 2020, there was $65.8 million remaining goodwill associated with this reporting unit. See Note 9, Goodwill and Other Intangible Assets, for further information regarding the outcome of the Company’s annual goodwill impairment test performed as of October 1, 2021, 2020, and 2019. Intangible assets that are deemed to have definite lives are generally amortized using a method reflective of the pattern in which the economic benefits of the assets are expected to be consumed. If that pattern cannot be reliably determined, the assets are amortized using a straight-line method over their useful lives, which is the period of time that the asset is expected to contribute directly or indirectly to future cash flows. The Company determines the useful lives of its identifiable intangible assets after considering the specific facts and circumstances related to each intangible asset. The factors that management considers when determining useful lives include the contractual term of agreements, the history of the asset, the Company’s long-term strategy for the use of the asset, any laws or other local regulations which could impact the useful life of the asset and other economic factors, including competition and specific market conditions. The Company performs an evaluation of the remaining useful lives of the definite-lived intangible assets periodically to determine if any change is warranted. Impairment of Long-Lived Assets The Company’s long-lived assets primarily include property, equipment, capitalized software, right-of-use assets and intangible assets. The carrying values of long-lived assets are reviewed for impairment whenever events or changes in business circumstances indicate that the carrying amount of an asset may not be recoverable. Such conditions may include a reduction in operating cash flow or a dramatic change in the manner in which the asset is intended to be used. To test for impairment of long-lived assets, the Company generally uses a probability-weighted estimate of the future undiscounted net cash flows of the assets over their remaining lives to determine if the value of the asset is recoverable. Long-lived assets are grouped with other assets and liabilities at the lowest level for which independent identifiable cash flows are determinable, which is generally at the reporting unit level. An asset impairment is recognized when the carrying value of the asset is not recoverable based on the analysis described above, in which case the asset is written down to its fair value. If the asset does not have a readily determinable market value, a discounted cash flow model may be used to determine the fair value of the asset. In circumstances when an asset does not have separate identifiable cash flows, an impairment charge is recorded when the Company no longer intends to use the asset. Fair Value of Financial Instruments The Company holds mortgage-backed securities, U.S. treasury notes, corporate debt securities, mutual funds, money market funds, derivatives (see Note 12, Derivative Instruments) and certain other financial instruments that are carried at fair value. The Company determines fair value based upon quoted prices when available or through the use of alternative approaches, such as model pricing, when market quotes are not readily accessible or available. Various factors are considered in determining the fair value of the Company’s obligations, including: closing exchange or over-the-counter market price quotations; benchmark interest rates; time value and volatility factors underlying options and derivatives; price activity for equivalent instruments; and the Company’s own-credit standing. These valuation techniques may be based upon observable and unobservable inputs. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Company’s market assumptions. These two types of inputs create the following fair value hierarchy: • Level 1 – Quoted prices for identical instruments in active markets. • Level 2 – Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable. • Level 3 – Instruments whose significant value drivers are unobservable. Additionally, the Company holds certain investments that are measured at their NAV as a practical expedient, which are excluded from the fair value hierarchy. 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. Revenue Recognition The Company generally accounts for its revenue under Topic 606 or ASC 310, Receivables for rights or obligations associated with financial instruments. The Company generally records revenue net, equal to consideration retained, based upon its conclusion that the Company is the agent in its principal versus agent relationships. When making this determination, the Company evaluated the nature of its promise to the customer and determined that it does not control a promised good or service before transferring that good or service to the customer, but rather arranges for another entity to provide the goods or services. The vast majority of the Company’s Topic 606 revenue is derived from stand-ready obligations to provide payment processing, transaction processing and SaaS services and support. As such, we view these services as comprising a series of distinct days of service that are substantially the same and have the same pattern of transfer to the customer. Accordingly, the promise to stand ready is accounted for as a single-series performance obligation. The transaction-based fees are generally calculated based on measures such as (i) percentage of dollar value of volume processed; (ii) number of transactions processed; or (iii) some combination thereof. The Company has entered into agreements with major oil companies, fuel retailers, vehicle maintenance providers, OTAs and health partners, which provide services and limited products to the Company’s customers. These agreements specify that a transaction is deemed to be captured when the Company has validated that the transaction has no errors and has accepted and posted the data to the Company’s records. Revenue |
Recent Accounting Pronouncement
Recent Accounting Pronouncements | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Changes and Error Corrections [Abstract] | |
Recent Accounting Pronouncements | 2. Recent Accounting Pronouncements The following table provides a brief description of recent accounting pronouncements not yet adopted and their anticipated impact on our financial statements: Standard Description Date/Method of Adoption Effect on financial statements or other significant matters Not Yet Adopted as of December 31, 2021 ASU 2021-08, Business Combinations This standard requires acquirers within the scope of Subtopic 805-10 Business Combinations to recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with Topic 606. This will generally result in an acquirer recognizing and measuring acquired contract asset and liabilities consistent with how they were recognized and measured in an acquiree’s financial statements if they were prepared in accordance with GAAP. Previously, contract assets and contract liabilities acquired were recognized at their fair value on the acquisition date. Effective for fiscal years beginning after December 15, 2022. The Company will early adopt this ASU effective January 1, 2022. Adoption will not have any material effect on the consolidated financial statements and will be accounted for prospectively for business combinations in the scope of ASC 805. ASU 2020–04, Reference Rate Reform and ASU 2021-01, Reference Rate Reform: Scope These standards provide 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 these ASUs would have on its financial condition and results of operations. While the Company has not yet determined if and when it will adopt these standards, the adoption of such standards is not expected to have a material effect on the Company’s consolidated financial statements. |
Revenue
Revenue | 12 Months Ended |
Dec. 31, 2021 | |
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 our consolidated revenue: Year Ended December 31, 2021 (In thousands) Fleet Solutions Travel and Corporate Solutions Health and Employee Benefit Solutions Total Topic 606 revenues Payment processing revenue $ 513,365 $ 274,092 $ 71,533 $ 858,990 Account servicing revenue 17,631 44,157 314,351 376,139 Other revenue 81,531 3,628 25,521 110,680 Topic 606 revenues $ 612,527 $ 321,877 $ 411,405 $ 1,345,809 Non-Topic 606 revenues $ 498,888 $ 3,041 $ 2,804 $ 504,733 Total revenues $ 1,111,415 $ 324,918 $ 414,209 $ 1,850,542 Year Ended December 31, 2020 (In thousands) Fleet Solutions Travel and Corporate Solutions Health and Employee Benefit Solutions Total Topic 606 revenues Payment processing revenue $ 404,843 $ 229,144 $ 64,904 $ 698,891 Account servicing revenue 17,512 41,927 253,706 313,145 Other revenue 78,620 2,559 35,734 116,913 Topic 606 revenues $ 500,975 $ 273,630 $ 354,344 $ 1,128,949 Non-Topic 606 revenues $ 417,335 $ 4,210 $ 9,375 $ 430,920 Total revenues $ 918,310 $ 277,840 $ 363,719 $ 1,559,869 Year Ended December 31, 2019 (In thousands) Fleet Solutions Travel and Corporate Solutions Health and Employee Benefit Solutions Total Topic 606 revenues Payment processing revenue $ 457,244 $ 303,385 $ 64,963 $ 825,592 Account servicing revenue 17,709 43,293 205,524 266,526 Other revenue 83,765 3,340 28,225 115,330 Topic 606 revenues $ 558,718 $ 350,018 $ 298,712 $ 1,207,448 Non-Topic 606 revenues $ 479,677 $ 17,808 $ 18,758 $ 516,243 Total revenues $ 1,038,395 $ 367,826 $ 317,470 $ 1,723,691 Substantially all revenues relate to services transferred to the customer over time. Payment Processing Revenue Payment processing revenue consists primarily of interchange income. Interchange income is a fee paid by a merchant bank (“merchant”) to the card-issuing bank (generally the Company) in exchange for the Company facilitating and processing transactions with cardholders. Interchange fees are set by the card network. WEX processes transactions through both closed-loop and open-loop networks. • Fleet Solutions segment interchange income primarily relates to revenue earned on transactions processed through the Company’s proprietary closed-loop fuel networks. In closed-loop fuel network arrangements, written contracts are entered into between the Company and merchants, which determine the interchange fee charged on transactions. The Company extends short-term credit to the fleet cardholder and pays the merchant the purchase price for the cardholder’s transaction, less the interchange fees the Company retains. The Company collects the total purchase price from the fleet cardholder. In Europe, interchange income is specifically derived from the difference between the negotiated price of fuel from the supplier and the agreed upon price paid by fleet cardholders. • Interchange income in our Travel and Corporate Solutions and Health and Employee Benefit Solutions segments relates to revenue earned on transactions processed through open-loop networks. In open-loop network arrangements, there are several intermediaries involved between the merchant and the cardholder and written contracts between all parties involved in the process do not exist. Rather, the transaction is governed by the rates determined by the card network at the point-of-sale. This framework dictates the interchange rate, the risk of loss, dispute procedures and timing of payment. For these transactions, there is an implied contract between the Company and the merchant. In our Travel and Corporate Solutions segment, the Company remits payment to the card network for the purchase price of the cardholder transaction, less the interchange fees the Company earns. The Company collects the total purchase price from the cardholder. In our Health and Employee Benefit Solutions segment, funding of transactions and collections from cardholders is performed by third-party sponsor banks, who remit a portion of the interchange fee to us. The Company has determined that the merchant is the customer as it relates to interchange income, regardless of the type of network through which transactions are processed. The Company’s primary performance obligation to merchants is a stand-ready commitment to provide payment and transaction processing services as the merchant requires, which is satisfied over time in daily increments. Since the timing and quantity of transactions to be processed by us is not determinable, the total consideration is determined to be variable consideration. The variable consideration for our payment and transaction processing service is usage-based and therefore specifically relates to our efforts to satisfy our obligation. The variability is satisfied each day the service is provided to the customer. We directly ascribe variable fees to the distinct day of service to which it relates, and we consider the services performed each day in order to ascribe the appropriate amount of total fees to that day. Therefore, we measure interchange income on a daily basis based on the services that are performed on that day. In determining the amount of consideration received related to these services, the Company applied the principal-agent guidance in Topic 606 and assessed whether it controls services performed by other intermediaries. Based on this assessment, the Company determined that WEX does not control the services performed by merchant acquirers, card networks and sponsor banks as each of these parties is the primary obligor for their portion of payment and transaction processing services performed. Therefore, interchange income is recognized net of fees owed to these intermediaries. Conversely, the Company determined that services performed by third-party payment processors are controlled by the Company as it is responsible for directing how the third-party payment processor authorizes and processes transactions. Therefore, such fees paid to third-party payment processors are recorded as service fees within cost of services. Additionally, the Company enters into contracts with certain large customers or strategic cardholders that provide for fee rebates tied to performance milestones. When such fee rebates constitute consideration payable to a customer or other party that purchases services from the customer, they are considered variable consideration and are recorded as a reduction in payment processing revenue in the same period that related interchange income is recognized. For the years ended December 31, 2021, 2020, and 2019, variable consideration totaled $908.7 million, $537.7 million, and $891.0 million respectively. Fee rebates made to certain other par tners in exchange for customer referrals are recorded as sales and marketing expenses. Account Servicing Revenue In our Fleet Solutions segment, account servicing revenue is primarily comprised of monthly fees charged to cardholders based on the number of vehicles serviced. These fees are primarily in return for providing monthly vehicle data reports and are recognized on a monthly basis as the service is provided. The Company also recognizes account servicing revenue related to reporting services on telematics hardware placements which are within the scope of Topic 606. Additionally, account servicing revenue includes other fees recognized as revenue when assessed to the cardholder as part of the lending relationship, which are outside the scope of Topic 606. In our Travel and Corporate Solutions segment, account servicing reflects licensing fees earned for use of our accounts receivable and accounts payable SaaS platforms, all of which is within the scope of Topic 606. In our Health and Employee Benefit Solutions segment, we recognize account servicing fees for the per-participant per-month fee charged per consumer on our SaaS healthcare technology platform and a program fee for custodial services performed on behalf of our HSA account holders. Customers including health plans, third-party administrators, financial institutions and payroll companies typically enter into three to five-year contracts, which contain significant termination penalties. This revenue is within the scope of Topic 606. Our Travel and Corporate Solutions and Health and Employee Benefit Solutions segments provide SaaS services and support, which are stand-ready commitments and are satisfied over time in a series of daily increments. Revenue is recognized based on an output method using days elapsed to measure progress as the Company transfers control evenly over each monthly subscription period. Finance Fee Revenue The Company earns revenue on overdue accounts, which is recognized when 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 customer goodwill. The established reserve for such waived amounts is estimated and offset against the late fee revenue recognized. Finance fee revenue also includes amounts earned by the Company’s factoring business, which purchases accounts receivable from third-parties at a discount. This revenue is outside the scope of Topic 606. Other Revenue In our Fleet Solutions segment, other revenue primarily consists of transaction processing revenue, other fees charged to the merchants, professional services, including software development projects and other services sold subsequent to the core offerings, and the sales of telematics hard ware, and permit sales to our over-the-road customers, all of which are within the scope of Topic 606. Revenue is recognized when control of the services or hardware is transferred to our customers, in an amount that reflects the consideration that we expect to receive in exchange for those services. We also recognize certain contractual fees charged to cardholders in other revenue, which are outside the scope of Topic 606. In our Travel and Corporate Solutions segment, the majority of other revenue reflects international settlement fees, which is outside the scope of Topic 606 and recognized as the service is performed. In our Health and Employee Benefit Solutions segment, other revenue primarily consists of professional services, which is within the Topic 606, and is recognized as the services are performed, in the amount we expect to receive from these services. Additionally, beginning in 2021, our Health and Employee Benefit Solutions segment other revenue includes income earned on the HSA custodial assets transferred to, and managed and invested by, WEX Bank. This revenue is outside the scope of Topic 606 and is accounted for under Topic 320. Prior to the sale of the WEX Latin America business, other revenue in our Health and Employee Benefit Solutions segment also included the gain on sale of WEX Latin America receivables, which was outside the scope of Topic 606 and is recognized on the sale date of the receivables. Contract Balances The majority of the Company’s receivables, which are excluded from the table below, are either due from cardholders who have not been deemed our customer as it relates to interchange income, or from revenues earned outside of the scope of Topic 606. The Company’s contract assets consist of upfront payments to customers under long-term contracts and are recorded upon the later of when the Company recognizes revenue for the transfer of the related goods or services or when the Company pays or promises to pay the consideration. The resulting asset is amortized against revenue as the Company satisfies its performance obligations under these arrangements. The Company’s contract liabilities consist of customer payments received before the Company has satisfied the associated performance obligations. The significant increase in contract assets and liabilities in 2021 is related to incentive bonuses and payments associated with contract modifications with key counterparties. The following table provides information about these contract balances: (In thousands) Contract balance Location on the consolidated balance sheets December 31, 2021 December 31, 2020 Receivables Accounts receivable, net $ 49,303 $ 43,541 Contract assets Prepaid expenses and other current assets $ 8,975 $ 5,495 Contract assets Other assets $ 40,718 $ 19,927 Contract liabilities Other current liabilities $ 9,123 $ 8,530 Contract liabilities Other liabilities $ 58,900 $ 24,614 Refund liabilities Accrued expenses $ — $ 5,265 Impairment losses recognized on our contract assets were immaterial for the years ended December 31, 2021, 2020 and 2019. In the years ended December 31, 2021 and 2020, we recognized revenue of $3.5 million and $5.2 million included in the opening contract liabilities balances, respectively. Remaining Performance Obligations The Company’s unsatisfied, or partially unsatisfied performance obligations as of December 31, 2021 represent the remaining minimum monthly fees on a portion of contracts across the lines of business, deferred revenue associated with stand ready payment processing obligations and contractually obligated professional services yet to be provided by the Company. The total remaining performance obligations below are not indicative of the Company’s future revenue, as they relate to an insignificant portion of the Company’s operations. The following table includes revenue expected to be recognized related to remaining performance obligations at the end of the reporting period. (In thousands) 2022 2023 2024 2025 2026 Thereafter Total Minimum monthly fees 1 $ 69,104 $ 40,313 $ 17,597 $ 5,959 $ 873 $ — $ 133,846 Professional services 2 5,540 66 3 3 — — 5,612 Other 3 5,648 6,855 11,604 16,417 19,961 30,426 90,911 Total remaining performance obligations $ 80,292 $ 47,234 $ 29,204 $ 22,379 $ 20,834 $ 30,426 $ 230,369 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. 3 Represents deferred revenue associated with remaining payment processing service obligations. |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
Acquisitions | 4. Acquisitions The Company incurred and expensed costs directly related to completed acquisitions of $2.4 million, $97.9 million and $13.0 million in 2021, 2020 and 2019, respectively. Costs incurred and expensed related to acquisitions in-process were immaterial for the years ended December 31, 2021 and 2020, and were $4.8 million for the year ended December 31, 2019. Acquisition-related costs for all years presented are included within general and administrative expenses, except for the financing fees incurred in 2020, that are presented in financing interest expense in the consolidated statements of operations. Asset Acquisition On April 1, 2021, WEX Inc. completed the acquisition of certain contractual rights to serve as custodian or sub-custodian to over $3 billion of HSAs from the HealthcareBank division of Bell Bank, which is owned by State Bankshares, Inc. This acquisition increased the Company’s role in its customer-directed healthcare ecosystem and aligns with its growth strategy. On the closing of the acquisition, WEX Inc. paid Bell Bank initial cash consideration of $200.0 million. Pursuant to the purchase agreement, WEX Inc. agreed to make an additional deferred cash payment of $25.0 million in July 2023 and a second additional deferred cash payment of $25.0 million in January 2024. As of June 1, 2021, in connection with the acquisition by WEX Health of Cirrus Holdings, LLC further discussed below in this Note 4, Acquisitions and in Note 19, Redeemable Non-Controlling Interest, the second deferred payment of $25.0 million was reduced by the amount of $12.5 million (the “Payment Offset”). As a result of the Payment Offset, WEX Inc. continues to owe Bell Bank $12.5 million for the second additional deferred cash payment, which is due and payable in January 2024. The purchase agreement also includes potential additional consideration payable to Bell Bank annually that is calculated on a quarterly basis and is contingent, and based, upon any future increases in the Federal Funds rate. The contingent payment period began on July 1, 2021 and shall extend until the earlier of (i) the year ending December 31, 2030, or (ii) the date when the cumulative amount paid as contingent consideration equals $225.0 million. Given the acquisition does not meet the definition of a business, the Company accounted for this transaction as an asset acquisition, recognizing $263.4 million as a definite-lived intangible rights asset as of the acquisition date, with a weighted average life of 5.6 years. As more fully described in Note 19, Redeemable Non-Controlling Interest, as part of this acquisition WEX Inc. allocated $11.2 million of the initial cash consideration to the repurchase of SBI’s non-controlling interest in the U.S. Health business, reducing SBI’s ownership percentage to 4.53 percent. Additionally, the Company recorded an initial deferred liability of $47.4 million equal to the present value of the deferred cash payments and a derivative liability of $27.2 million related to the additional consideration contingent upon future increases in the Federal Funds rate. Refer to Note 18, Fair Value, for further information on the valuation of the derivative liability. The deferred payments and derivative liability are presented as other liabilities within the consolidated balance sheet as of December 31, 2021. Transaction costs related to the acquisition were immaterial and expensed as incurred. During October 2021, the Company transferred $960 million of these HSA assets previously managed by third party depository institutions to WEX Bank. See Note 11, Deposits for more information. Acquisition of Remaining Interest in WEX Europe Services On April 13, 2021, the Company both entered into a share purchase agreement for, and consummated the acquisition of, the remaining interest in WEX Europe Services it did not own previously, which consisted of 25 percent of the issued ordinary share capital, for a purchase price of $97.0 million. As a result of the transaction, the Company now owns 100 percent of the issued ordinary share capital of WEX Europe Services, which operates part of our European Fleet business. This transaction further streamlines the European Fleet business in order to create revenue synergies and increases our ability to manage the associated cost structure. Given the Company had a controlling interest in WEX Europe Services prior to the transaction, the acquisition has been accounted for as an equity transaction. (In thousands) Purchase price $ 96,992 Reduction in: Non-controlling interest 1 (13,077) Accumulated other comprehensive income (2,284) Additional paid-in capital 2 (81,631) 1 Reduces non-controlling interest to zero as of the acquisition date. 2 In conjunction with the acquisition, the Company incurred $0.5 million in acquisition costs, which further reduced additional paid-in capital. Business Acquisitions The following acquisitions have been accounted for using the acquisition method of accounting, which requires that assets acquired and liabilities assumed be recognized at their respective fair values on the acquisition date. 2021 benefitexpress Acquisition On June 1, 2021, WEX Inc.’s subsidiary, WEX Health, completed the acquisition of Cirrus Holdings, LLC, the indirect owner of Benefit Express Services, LLC, which is a provider of highly configurable, cloud-based benefits administration technologies and services doing business under the name benefitexpress (the “benefitexpress Acquisition”). The transaction expanded the Company’s role in the healthcare ecosystem, bringing benefit administration, compliance services, and consumer-directed health and lifestyle spending accounts together to form a full-service benefits marketplace. Pursuant to the terms of the definitive purchase agreement, WEX Health consummated the benefitexpress Acquisition for total consideration of approximately $275 million, subject to certain working capital and other adjustments. WEX Health is owned by WEX Inc.’s subsidiary PO Holding LLC (“PO Holding”), which is majority owned by WEX Inc., with a non-controlling interest being held by SBI, which is owned by State Bankshares, Inc., the owner of Bell Bank. To facilitate the benefitexpress Acquisition, WEX Inc., PO Holding, SBI and Bell Bank entered into a subscription agreement with respect to PO Holding (the “Subscription Agreement”). Pursuant to the Subscription Agreement, on June 1, 2021, WEX Inc. purchased approximately $262.5 million in value of shares in PO Holding and SBI acquired approximately $12.5 million in value of shares in PO Holding in exchange for SBI granting the Payment Offset to WEX Inc. with respect to the asset acquisition from Bell Bank. The table below summarizes the preliminary allocation of fair value to the assets acquired and liabilities assumed on the acquisition date. These fair values may continue to be revised during the measurement period as third-party valuations on the intangible assets are finalized, further information becomes available and additional analyses are performed, and these adjustments could have a material impact on the purchase price allocation. The following is a summary of the preliminary allocation of the purchase price to the assets and liabilities acquired, based on the estimated fair value at the date of acquisition: (In thousands) As Reported Cash consideration transferred, net of $15.0 million in cash and restricted cash acquired $ 259,061 Less: Accounts receivable 3,103 Customer relationships (a)(d) 84,400 Developed technologies (b)(d) 19,600 Non-compete (c)(d) 2,150 Other assets 4,387 Accrued expenses (3,498) Restricted cash payable (14,328) Other liabilities (5,177) Recorded goodwill $ 168,424 (a) Weighted average life -9.3 years. (b) Weighted average life - 3.6 years. (c) Weighted average life -2.5 years. (d) The weighted average life of the $106.2 million of amortizable intangible assets acquired in this business combination is 8.1 years. Goodwill is calculated as the excess of the consideration transferred over the net assets recognized and represents the anticipated synergies of acquiring the businesses. The goodwill recognized as a result of the acquisition is expected to be deductible for tax purposes. Since the acquisition date through December 31, 2021, benefitexpress has contributed $24.2 million in total revenues and $2.1 million of losses before income taxes to Company operations. No pro forma information has been included in these financial statements, as the operations of benefitexpress 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. 2020 eNett and Optal Acquisition/Legal Settlement On January 24, 2020, the Company entered into a purchase agreement (the “Original Purchase Agreement”) to purchase eNett, a leading provider of B2B payment solutions to the travel industry, and Optal, a company that specializes in optimizing B2B payments transactions. The parties’ obligations to consummate the acquisition were subject to customary closing conditions, including the absence of a Material Adverse Effect (as defined in the Original Purchase Agreement between WEX, eNett and Optal, among others) . The Company subsequently concluded that the COVID-19 pandemic and conditions arising in connection with it had a Material Adverse Effect on the businesses, which was 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 was 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 seeking a declaration that no Material Adverse Effect had occurred and an order for specific performance of WEX’s obligations under the Original Purchase Agreement. A London court held a trial of certain preliminary issues from September 21, 2020 through September 29, 2020 and handed down its judgment on October 12, 2020. The Company and the claimants each sought permission to appeal certain portions of the Court’s judgment. On December 15, 2020, the Company entered into a Deed of Settlement (the “Settlement Deed”) between the Company, eNett, Optal and the other parties thereto, providing for, among other things, (i) the dismissal with prejudice of the legal proceedings and appeals described above, (ii) the amendment of the Original Purchase Agreement (as amended by the Settlement Deed, the “Amended Purchase Agreement”) and (iii) the release of all claims capable of arising out of, or in any way connected with or relating to the COVID-19 pandemic, but excluding any of the claims arising under the Amended Purchase Agreement. The closing of the acquisition occurred concurrent with the execution of the Settlement Deed on December 15, 2020. The Amended Purchase Agreement provided for, among other things, a reduction of the aggregate purchase price for the acquisition to $577.5 million, subject to certain working capital and other adjustments as described in the Amended Purchase Agreement, which resulted in a total cash payment of $615.5 million, after a $1.9 million working capital adjustment for Optal received by the Company during the first quarter of 2021 and a $2.0 million working capital adjustment for eNett paid by the Company during the second quarter of 2021. The Company purchased these businesses to complement its existing Travel and Corporate Solutions segment and expand its international footprint, creating synergies from the increased scale of our operations. The Company determined that the aggregate purchase price represents consideration paid for the businesses acquired and for the settlement of the legal proceedings described above. The preliminary fair value of the businesses acquired was estimated to be $415.0 million using a discounted cash flow analysis and guideline transaction method. Since the Company was not able to reliably estimate the fair value of the legal settlement, the residual value of $162.5 million was allocated to the settlement of the legal proceedings, which was included in legal settlement expense during the fourth quarter of 2020. This acquisition has been accounted for as a business combination, which requires that the assets acquired and liabilities assumed be recognized at their respective fair values on the acquisition date. As of December 31, 2021, the purchase accounting is final for the acquisition. 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) As Reported Measurement Period Adjustments As Reported Cash consideration transferred, net of $232,155 in cash and restricted cash acquired $ 383,204 $ 119 $ 383,323 Less: legal settlement (162,500) — (162,500) Total consideration, net $ 220,704 $ 119 $ 220,823 Less: Accounts receivable 14,449 — 14,449 Property and equipment 876 — 876 Customer relationships (a)(c) 79,923 (32,323) 47,600 Developed technologies (b)(c) 63,125 (56,825) 6,300 License agreements 4,208 (4,208) — Deferred income tax asset 9,424 3,552 12,976 Other assets 16,605 — 16,605 Accounts payable (16,244) — (16,244) Accrued expenses (21,898) — (21,898) Restricted cash payable (186,956) — (186,956) Deferred income tax liability (20,152) 12,385 (7,767) Other liabilities (14,540) (888) (15,428) Recorded goodwill $ 291,884 $ 78,426 $ 370,310 (a) Weighted average life - 7.3 years. (b) Weighted average life - 0.5 years. (c) The weighted average life of the $53.9 million of amortizable intangible assets acquired in this business combination is 6.5 years. Goodwill is calculated as the excess of the consideration transferred over the net assets recognized and represents the anticipated synergies of acquiring the businesses. The majority of the goodwill recognized as a result of the acquisition is not deductible for tax purposes. From the acquisition date and through December 31, 2020, eNett and Optal have contributed immaterial total revenues and loss before income taxes. The pro forma information below gives effect to the acquisition as if it had been completed on January 1, 2019. These pro forma results have been calculated after applying the Company’s accounting policies, adjustments to reflect amortization associated with intangibles acquired and related income tax results. Additionally, nonrecurring pro-forma adjustments of $162.5 million in legal settlement costs and transaction-related costs incurred in the fourth quarter of 2020 have been reflected in the proforma results for the year ended December 31, 2019. 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, 2019. The following represents unaudited pro forma operational results, which include the impact of measurement period adjustments recorded during the year ended December 31, 2021: Year Ended December 31, (In thousands, except per share data) 2020 2019 Total revenues $ 1,610,216 $ 1,876,494 Net loss attributable to shareholders $ (49,480) $ (62,315) Net loss attributable to shareholders per share: Basic $ (1.13) $ (1.44) Diluted $ (1.13) $ (1.44) 2019 Business Acquisitions As of December 31, 2020, the purchase accounting was final for our 2019 business acquisitions. No adjustments to the purchase accounting were made during the years ended December 31, 2021 and 2020. Discovery Benefits On March 5, 2019, the Company acquired Discovery Benefits, an employee benefits administrator, for a total purchase price of $526.1 million. The seller of Discovery Benefits obtained a 4.9 percent equity interest in PO Holding, the newly formed parent company of WEX Health and Discovery Benefits, which together constituted the U.S. Health business at the time of the acquisition. The fair value of the equity interest was determined to be $100.0 million on the acquisition date. See Note 19, Redeemable Non-Controlling Interest, for further information. The purpose of this acquisition was to obtain the comprehensive suite of products and services for our partners and customers and to open go-to-market channels to include consulting firms and brokers in our Health and Employee Benefit Solutions segment. This acquisition was accounted for as a business combination, resulting in the recording of goodwill. The majority of the associated goodwill is deductible for tax purposes. From the acquisition date through December 31, 2019, Discovery Benefits contributed $94.7 million in total revenues and income before income taxes of $0.3 million. Noventis 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. 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 on our consolidated statement of operations. The Company purchased Noventis to expand our 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. From the acquisition date through December 31, 2019, Noventis contributed $43.8 million in total revenues and income before income taxes of $8.2 million. 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. The Company purchased Pavestone Capital to complement its existing factoring business. This acquisition was accounted for as a business combination, resulting in the recording of goodwill. The goodwill associated with this acquisition is deductible for tax purposes. From the acquisition date through December 31, 2019, Pavestone Capital revenues and income before income taxes, which are recorded in our Fleet Solutions segment, were not material to Company operations. No pro forma information has been included 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. 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). The purpose of the acquisition was to strengthen our position in the European market, grow our existing customer base and reduce our sensitivity to retail fuel prices. This acquisition was accounted for as a business combination, resulting in the recording of goodwill. The goodwill associated with the acquisition of Go Fuel Card is deductible for tax purposes. From the acquisition date through December 31, 2019, Go Fuel Card contributed $10.5 million in total revenues and loss before income taxes of $9.1 million. No pro forma information has been included 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. Pro Forma Supplemental Information (Discovery Benefits and Noventis) 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: Year Ended December 31, (In thousands, except per share data) 2019 Total revenues $ 1,742,797 Net income attributable to shareholders $ 113,851 Net income attributable to shareholders per share: Basic $ 2.63 Diluted $ 2.60 |
Sale of Subsidiary
Sale of Subsidiary | 12 Months Ended |
Dec. 31, 2021 | |
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). The operations of UNIK S.A., were included in the Health and Employee Benefit Solutions and Travel and Corporate Solutions segments through the date of sale. 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. 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. As part of accounting for this divestiture, the Company determined the transition services agreement was 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 consolidated statement of operations for the year ended December 31, 2020. The pre-tax loss related to the sale of this subsidiary is not deductible for income tax purposes. 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 |
Allowance for Accounts Receivab
Allowance for Accounts Receivable | 12 Months Ended |
Dec. 31, 2021 | |
Receivables [Abstract] | |
Allowance for Accounts Receivable | 6. Allowance for Accounts Receivable The allowance for accounts receivable consists of reserves for both credit and fraud losses, reflecting management’s current estimate of uncollectible balances on its accounts receivable. See Note 1, Basis of Presentation and Summary of Significant Accounting Policies, for more information regarding our policies and procedures for determining the allowance for accounts receivable. The following tables present changes in the accounts receivable allowances by portfolio segment: Year ended December 31, 2021 (In thousands) Fleet Solutions Travel and Corporate Solutions Health and Employee Benefit Solutions Total Balance, beginning of year $ 49,267 $ 9,610 $ 270 $ 59,147 Provision for credit losses 1 37,808 6,967 339 45,114 Other 2 17,631 5 — 17,636 Charge-offs (54,686) (6,900) (198) (61,784) Recoveries of amounts previously charged-off 6,727 549 206 7,482 Currency translation (989) (300) — (1,289) Balance, end of year $ 55,758 $ 9,931 $ 617 $ 66,306 Year ended December 31, 2020 (In thousands) Fleet Solutions Travel and Corporate Solutions Health and Employee Benefit Solutions Total Balance, beginning of year $ 50,010 $ 5,765 $ 8,076 $ 63,851 Provision for credit losses 1 56,620 21,610 213 78,443 Other 2 19,019 — — 19,019 Charge-offs 3 (88,091) (18,787) (5,419) (112,297) Recoveries of amounts previously charged-off 10,421 175 17 10,613 Currency translation 1,288 847 (2,617) (482) Balance, end of year $ 49,267 $ 9,610 $ 270 $ 59,147 1 The provision is comprised of estimated credit losses based on the Company’s loss-rate experience and includes adjustments required for forecasted credit loss information. The provision for credit losses reported within this table also includes the provision for fraud losses. 2 Consists primarily of charges to other accounts. 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 represent the offset against the late fee revenue recognized when the Company establishes a reserve for such waived amounts. 3 For the year ended December 31, 2020, 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 December 31, 2021 or 2020. The following table presents the outstanding balance of trade accounts receivable that are less than 30 and 60 days past due, shown in each case as a percentage of total trade accounts receivable: December 31, Delinquency Status 2021 2020 29 days or less past due 98 % 97 % 59 days or less past due 99 % 98 % |
Investment Securities
Investment Securities | 12 Months Ended |
Dec. 31, 2021 | |
Investments, Debt and Equity Securities [Abstract] | |
Investment Securities | 7. Investment Securities The Company’s amortized cost and estimated fair value of investment securities as of December 31, 2021 and 2020, are presented below: (In thousands) Amortized Cost Total Total Fair Value (a) 2021 Current: Debt securities: U.S. treasury notes $ 308,058 $ 250 $ 1,113 $ 307,195 Corporate debt securities 355,102 30 3,289 351,843 Municipal bonds 31,273 44 149 31,168 Asset-backed securities 120,774 24 587 120,211 Mortgage-backed securities 139,590 11 1,341 138,260 Total (d) $ 954,797 $ 359 $ 6,479 $ 948,677 Non-current: Debt securities: Municipal bonds $ 3,107 $ 1 $ — $ 3,108 Asset-backed securities 167 1 — 168 Mortgage-backed securities 121 2 — 123 Mutual fund 27,999 — 748 27,251 Pooled investment fund 9,000 — — 9,000 Total (b) $ 40,394 $ 4 $ 748 $ 39,650 Total investment securities (c) $ 995,191 $ 363 $ 7,227 $ 988,327 2020 Non-current: Debt securities: Municipal bonds $ 195 $ 2 $ — $ 197 Asset-backed securities 211 — 1 210 Mortgage-backed securities 133 5 — 138 Mutual fund 27,680 48 — 27,728 Pooled investment fund 9,000 — — 9,000 Total (b) $ 37,219 $ 55 $ 1 $ 37,273 Total investment securities (b)(c) $ 37,219 $ 55 $ 1 $ 37,273 (a) The Company’s methods for measuring the fair value of its investment securities are discussed in Note 18, Fair Value. (b) These investments are not deemed available for current operations and have been classified as non-current on the consolidated balance sheets. (c) Excludes $11.3 million and $9.6 million in equity securities as of December 31, 2021 and 2020, respectively, included in prepaid expenses and other current assets and other assets on the consolidated balance sheets. See Note 17, Employee Benefit Plans, for additional information. (d) These investments are custodial assets managed and invested by WEX Bank through an investment manager. They are classified as current on the consolidated balance sheets, even though the stated maturity date may be one year or more beyond the current balance sheet date, as the Company views these securities as available for use in current operations, if needed. The following table presents estimated fair value and gross unrealized losses of debt securities in an unrealized loss position for which an allowance for credit losses has not been recorded, aggregated by security category and length of time such securities have been in a continuous unrealized loss position as of December 31, 2021. There are no expected credit losses that have been recorded against our investment securities as of December 31, 2021. Unrealized losses on the Company’s debt securities as of December 31, 2020 were insignificant. Less than one year (In thousands) Fair Value Gross Unrealized Losses Investment-grade rated debt securities: U.S. treasury notes $ 268,839 $ 1,113 Corporate debt securities $ 336,777 $ 3,289 Municipal bonds $ 24,049 $ 149 Asset-backed securities $ 101,983 $ 587 Mortgage-backed securities $ 132,737 $ 1,341 The above table includes 188 securities at December 31, 2021, where the current fair value is less than the related amortized cost. Unrealized losses on the Company’s debt securities included in the above table are not considered to be credit-related based upon an analysis that considered the extent to which the fair value is less than the amortized basis of a security, adverse conditions specifically related to the security, changes to credit rating of the instrument subsequent to Company purchase, and the strength of the underlying collateral, if any. Additionally, the Company does not intend to sell the securities and it is not more likely than not that the Company will be required to sell the securities before recovery of their amortized cost bases, which may be maturity. The following table summarizes the contractual maturity dates of the Company’s debt securities. December 31, 2021 2020 (In thousands) Net Carrying Amount Fair Value Net Carrying Amount Fair Value Due after 1 year through year 5 $ 369,485 $ 366,605 $ — $ — Due after 5 years through year 10 369,131 367,536 236 236 Due after 10 years 219,576 217,935 303 309 Total $ 958,192 $ 952,076 $ 539 $ 545 During the years ended December 31, 2021, 2020 and 2019, unrealized gains and losses related to equity securities still held at those dates were immaterial. |
Property, Equipment and Capital
Property, Equipment and Capitalized Software, Net | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property, Equipment and Capitalized Software, Net | 8. Property, Equipment and Capitalized Software, Net Property, equipment and capitalized software, net consist of the following: December 31, (In thousands) 2021 2020 Furniture, fixtures and equipment $ 84,361 $ 87,111 Computer software, including internal-use software 509,039 463,614 Leasehold improvements 25,208 32,111 Construction in progress 19,016 7,910 Total 637,624 590,746 Less: accumulated depreciation (458,093) (402,406) Total property, equipment and capitalized software, net $ 179,531 $ 188,340 Depreciation expense was $90.9 million, $90.8 million and $77.7 million in 2021, 2020 and 2019, respectively. |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Other Intangible Assets | 9. Goodwill and Other Intangible Assets Goodwill The changes in goodwill during the period January 1 to December 31, 2021 were as follows: (In thousands) Fleet Travel and Corporate Solutions Segment Health and Employee Benefit Solutions Segment Total Gross goodwill, January 1, 2021 $ 1,392,711 $ 751,398 $ 608,204 $ 2,752,313 Current year acquisition — — 168,424 168,424 Measurement period adjustments — 78,426 — 78,426 Foreign currency translation (12,139) (14,792) — (26,931) Gross goodwill, December 31, 2021 $ 1,380,572 $ 815,032 $ 776,628 $ 2,972,232 Accumulated impairment, January 1, 2021 $ (54,240) $ (9,935) $ — $ (64,175) Accumulated impairment, December 31, 2021 $ (54,240) $ (9,935) $ — $ (64,175) Net goodwill, January 1, 2021 $ 1,338,471 $ 741,463 $ 608,204 $ 2,688,138 Net goodwill, December 31, 2021 $ 1,326,332 $ 805,097 $ 776,628 $ 2,908,057 The changes in goodwill during the period January 1 to December 31, 2020 were as follows: (In thousands) Fleet Travel and Corporate Solutions Segment Health and Employee Benefit Solutions Total Gross goodwill, January 1, 2020 $ 1,378,107 $ 455,007 $ 622,109 $ 2,455,223 2020 acquisitions — 291,884 — 291,884 Sale of subsidiary (3,225) — (9,936) (13,161) Foreign currency translation 17,829 4,507 (3,969) 18,367 Gross goodwill, December 31, 2020 $ 1,392,711 $ 751,398 $ 608,204 $ 2,752,313 Accumulated impairment, January 1, 2020 $ (4,087) $ (9,935) $ — $ (14,022) Sale of subsidiary 3,225 — — 3,225 WEX Fleet Europe impairment (53,378) — — (53,378) Accumulated impairment, December 31, 2020 $ (54,240) $ (9,935) $ — $ (64,175) Net goodwill, January 1, 2020 $ 1,374,020 $ 445,072 $ 622,109 $ 2,441,201 Net goodwill, December 31, 2020 $ 1,338,471 $ 741,463 $ 608,204 $ 2,688,138 During the Company's annual goodwill assessment completed as of October 1, 2020, management determined that the reduced volumes attributable in part to COVID-19, had a significant negative impact on the fair value of the WEX Fleet Europe reporting unit (the 2019 Go Fuel Card acquisition). The fair value of the reporting unit was calculated using a combination of the income and market approaches, utilizing significant judgments including estimated cash flows and market prices from comparable businesses. As the carrying value of this reporting unit exceeded its fair value, the Company recorded a non-cash goodwill impairment charge of $53.4 million to the Fleet Solutions segment. The Company did not record any impairment charges during its annual goodwill assessments completed in the fourth quarter of 2021 and 2019. Other Intangible Assets Other intangible assets consist of the following: December 31, 2021 December 31, 2020 (in thousands) Gross Accumulated Net Carrying Gross Accumulated Net Carrying Definite-lived intangible assets Acquired software and developed technology $ 288,772 $ (192,715) $ 96,057 $ 327,134 $ (164,245) $ 162,889 Customer relationships 1,888,735 (733,008) 1,155,727 1,842,709 (608,178) 1,234,531 Contractual rights 1 263,417 (8,847) 254,570 — — — Licensing agreements 145,718 (41,378) 104,340 152,805 (35,010) 117,795 Non-compete agreement 2,150 (251) 1,899 — — — Patent 2,401 (2,401) — 2,549 (2,549) — Trade names and brand names 61,704 (31,001) 30,703 61,978 (25,181) 36,797 Total $ 2,652,897 $ (1,009,601) $ 1,643,296 $ 2,387,175 $ (835,163) $ 1,552,012 1 Contractual rights represent intangible rights to serve as custodian or sub-custodian to certain HSAs acquired from the HealthcareBank division of Bell Bank. See Note 4, Acquisitions for more information. During the years ended December 31, 2021, 2020 and 2019, amortization expense was $181.7 million, $171.1 million and $159.4 million, respectively. The following table presents the estimated amortization expense related to the definite-lived intangible assets listed above for each of the next five fiscal years: (in thousands) 2022 $ 170,899 2023 $ 174,368 2024 $ 165,286 2025 $ 154,340 2026 $ 145,943 |
Accounts Payable
Accounts Payable | 12 Months Ended |
Dec. 31, 2021 | |
Payables and Accruals [Abstract] | |
Accounts Payable | 10. Accounts Payable Accounts payable consists of: December 31, (In thousands) 2021 2020 Merchant payables $ 880,075 $ 647,090 Other payables 141,836 131,117 Accounts payable $ 1,021,911 $ 778,207 |
Deposits
Deposits | 12 Months Ended |
Dec. 31, 2021 | |
Banking and Thrift, Interest [Abstract] | |
Deposits | 11. 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 25, Supplementary Regulatory Capital Disclosure, for further information concerning these FDIC requirements. WEX Bank accepts its deposits through certain customers as required collateral for credit that has been extended (“customer deposits”) and through contractual arrangements for brokered and non-brokered certificate of deposit and money market deposit products. Additionally, beginning with October 2021, WEX Bank holds HSA deposits transferred from third-party depository partners to be managed and invested. See Note 4, Acquisitions, for more information regarding the Company’s April 2021 acquisition of contractual rights to serve as custodian or sub-custodian of these deposits. Customer deposits are generally non-interest bearing, certificates of deposit are issued at fixed rates, money market deposits are issued at both fixed and variable interest rates based on LIBOR or the Federal Funds rate and HSA deposits are issued at rates as defined within the consumer account agreements. The following table presents the composition of deposits, which are classified as short-term or long-term based on their contractual maturities: December 31, (in thousands) 2021 2020 Interest-bearing money market deposits 1 $ 370,813 $ 439,894 Customer deposits 129,180 116,694 HSA deposits 2 960,000 — Contractual deposits with maturities within 1 year 1,3,4 566,427 354,807 Short-term deposits 2,026,420 911,395 Contractual deposits with maturities greater than 1 year and less than 5 years 1,3,4 652,214 148,591 Total deposits $ 2,678,634 $ 1,059,986 Weighted average cost of HSA deposits outstanding 0.03 % — % Weighted average cost of funds on contractual deposits outstanding 0.48 % 1.81 % Weighted average cost of interest-bearing money market deposits outstanding 0.20 % 0.27 % 1 As of December 31, 2021 and 2020, all certificates of deposit and money market deposits were in denominations of $250 thousand or less, corresponding to FDIC deposit insurance limits. 2 Deposits held associated with the HSA custodial assets managed and invested by WEX Bank through an investment manager. 3 Original maturities range from 9 months to 5 years, with interest rates ranging from 0.12 percent to 3.52 percent as of December 31, 2021. At December 31, 2020, original maturities ranged from 1 year to 5 years with coupon interest rates ranging from 1.35 percent to 3.52 percent. 4 Includes certificates of deposit and certain money market deposits, which have a fixed maturity and interest rate. In accordance with regulatory requirements, WEX Bank normally maintains reserves against a portion of its outstanding customer deposits by keeping balances with the Federal Reserve Bank. However, due to currently relaxed Federal Reserve requirements enacted in response to the COVID-19 pandemic, there was no required reserve at December 31, 2021 and 2020. The following table presents the average interest rates on contractual deposits, HSA deposits and interest-bearing money market deposits for the years ended: December 31, (in thousands) 2021 2020 2019 Average interest rate: Contractual deposits outstanding 1 0.78 % 2.21 % 2.46 % HSA deposits 0.03 % — % — % Interest-bearing money market deposits 0.22 % 0.61 % 2.28 % 1 Includes certificates of deposit and certain money market deposits, which have a fixed maturity and interest rate. |
Derivative Instruments
Derivative Instruments | 12 Months Ended |
Dec. 31, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Instruments | 12. 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. Interest rate swap contracts The Company has entered into interest rate swap contracts to manage the interest rate risk associated with its outstanding variable-interest rate borrowings. Such contracts are intended to economically hedge the floating benchmark rate component of future interest payments associated with outstanding borrowings under the Company’s Amended and Restated Credit Agreement. A summary of the Company’s interest rate swap contracts with a collective notional amount of $1.9 billion outstanding as of December 31, 2021 is as follows: Contract Inception Date Contract End Date Fixed Interest Rates 1 Notional Amount at inception ( in thousands ) December 2017 December 2022 2.204% $ 300,000 March 2020 March 2023 1.954% 150,000 March 2019 March 2023 1.956% 100,000 March 2019 March 2023 2.413% 200,000 March 2020 December 2023 1.862% 200,000 May 2021 May 2024 0.435% 150,000 May 2021 May 2024 0.440% 150,000 May 2021 May 2025 0.678% 300,000 May 2021 May 2026 0.909% 150,000 May 2021 May 2026 0.910% 150,000 1 Fixed interest rates payable by WEX. Counterparties pay floating rate equal to the one-month USD LIBOR. The following table presents information on the location and amounts of interest rate swap gains and losses: (In thousands) Year ended December 31, Derivatives Location of Gain (Loss) Recognized in Consolidated Statements of Operations 2021 2020 2019 Interest rate swap contracts – Net unrealized gain (loss) on financial instruments $ 39,986 $ (27,569) $ (35,363) Interest rate swap contracts – Financing interest expense $ 25,650 $ 15,842 $ (5,411) In addition to its interest rate swap contracts, at December 31, 2021 the Company has a contingent consideration derivative liability associated with its asset acquisition from Bell Bank. See Note 4, Acquisitions, for further discussion of this derivative. Also, see Note 18, Fair Value, for more information regarding the valuation of the Company’s interest rate swaps and the Company’s contingent consideration derivative liability. |
Off-Balance Sheet Arrangements
Off-Balance Sheet Arrangements | 12 Months Ended |
Dec. 31, 2021 | |
Receivables [Abstract] | |
Off-Balance Sheet Arrangements | 13. Off-Balance Sheet Arrangements WEX Europe Services Accounts Receivable Factoring WEX Europe Services is party to a factoring arrangement with an unrelated third-party financial institution to sell certain of its customer accounts receivable balances. The agreement automatically renews each January 1 unless either party gives not less than 90 days written notice of their intention to withdraw. Accounts receivable are sold 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 continues to service these receivables post-transfer with no participating interest. 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. 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 $566.4 million, $452.2 million, and $630.3 million of accounts receivable under this arrangement during the years ended December 31, 2021, 2020, and 2019, respectively. Proceeds received, which are recorded net of applicable costs, including interest and commissions, are recorded in operating activities in the consolidated statements of cash flows. The loss on factoring was $2.8 million, $2.4 million and $3.5 million for the years ended December 31, 2021, 2020 and 2019, respectively, and was recorded within cost of services in the consolidated statements of operations. As of December 31, 2021 and 2020, 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 years ended December 31, 2021, 2020 and 2019 were insignificant. WEX Bank Accounts Receivable Factoring WEX Bank is party to a receivables purchase agreement with an unrelated third-party financial institution to sell certain of its trade accounts receivable under non-recourse transactions, which extends through August 2022, after which the agreement can be renewed for successive one-year periods assuming WEX provides advance written notice that is accepted by the purchaser. WEX Bank continues to service the receivables post-transfer with no participating interest. 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. 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 $2.9 billion, $4.1 billion, and $14.8 billion of trade accounts receivable under this arrangement during the years ended December 31, 2021, 2020, and 2019, respectively. Proceeds received, which are reported net of a negotiated discount rate, are recorded in operating activities in the consolidated statements of cash flows. The loss on factoring, which is recorded within cost of services in the consolidated statements of operations, was insignificant for the years ended December 31, 2021 and 2020, respectively, and was $3.7 million for the year ended December 31, 2019. WEX Latin America Securitization of Receivables |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 14. Income Taxes Income before income taxes consisted of the following: Year ended December 31, (In thousands) 2021 2020 2019 United States $ 194,358 $ (163,014) $ 178,235 Foreign 9,588 (138,067) 38,281 Total $ 203,946 $ (301,081) $ 216,516 Income taxes from continuing operations consisted of the following for the years ended December 31: (In thousands) United States State Foreign Total 2021 Current $ 37,001 $ 7,104 $ 10,824 $ 54,929 Deferred $ (7,374) $ 6,448 $ 13,804 $ 12,878 Income taxes $ 67,807 2020 Current $ (7,546) $ 2,509 $ 13,782 $ 8,745 Deferred $ (22,568) $ (4,943) $ (1,831) $ (29,342) Income taxes $ (20,597) 2019 Current $ 20,748 $ 4,486 $ 16,322 $ 41,556 Deferred $ 19,946 $ 3,831 $ (4,110) $ 19,667 Income taxes $ 61,223 Undistributed earnings of certain foreign subsidiaries of the Company amounted to $133.0 million at December 31, 2021. The Company continues to maintain its indefinite reinvestment assertion for its investments in foreign subsidiaries except for any historical undistributed earnings and future earnings for WEX Australia. Upon distribution of the foreign subsidiaries’ earnings in which the Company continues to assert indefinite reinvestment, the Company would be subject to withholding taxes payable to foreign countries, where applicable, but would generally have no further federal income tax liability. The reconciliation between the income tax computed by applying the U.S. federal statutory rate and the reported effective tax rate on income from continuing operations is as follows: Year ended December 31, (In thousands except for tax rates) 2021 2020 2019 Federal statutory rate 21.0 % 21.0 % 21.0 % State income taxes (net of federal income tax benefit) 2.9 1.6 1.4 Foreign income tax rate differential 1.3 3.3 0.8 Revaluation of deferred tax assets for foreign and state tax rate changes, net 0.3 (1.9) (1.0) Loss on sale of subsidiary — (2.3) — Legal settlement — (5.1) — Purchase accounting adjustments 1 — 4.3 — Tax credits (6.2) — (0.5) Tax reserves 0.5 (0.1) 0.8 Withholding taxes — (0.1) 0.7 Change in valuation allowance 16.1 (13.5) 3.1 Nondeductible expenses 3.2 (1.6) 2.3 Incremental tax benefit from share-based compensation awards (5.7) 0.2 (2.0) GILTI — — 0.5 Other (0.2) 1.0 1.2 Effective tax rate 33.2 % 6.8 % 28.3 % 1 Purchase accounting adjustments in 2020 relate to the additional tax basis and attributes for Discovery Benefits and Noventis recognized in the income tax benefit as the respective measurement periods had ended. The Company recorded an income tax benefit for 2020 as compared to an income tax provision for 2021 and 2019. The Company’s effective tax rate for the year ended December 31, 2021 was impacted by the establishment of valuation allowances pertaining primarily to deferred tax assets for eNett and Optal and foreign tax credits. The Company's effective tax rate for the year ended December 31, 2020 was impacted by no income tax benefit being recorded for i) operating losses generated by WEX Latin America during 2020 through the date of sale, ii) the loss on sale of WEX Latin America, and iii) the legal settlement. These losses were determined to be either non-deductible for income tax purposes or required a valuation allowance. A portion of the legal settlement resulted in a foreign capital loss, which the Company concluded was not more likely than not to be realized and accordingly recorded a full valuation allowance against it. The remaining portion of the legal settlement was determined to be non-deductible for income tax purposes. The tax effects of temporary differences in the recognition of income and expense for tax and financial reporting purposes that give rise to significant portions of the deferred tax assets and liabilities are presented below: December 31, (In thousands) 2021 2020 Deferred tax assets related to: Reserve for credit losses $ 14,355 $ 14,484 Tax credit carryforwards 12,480 1,371 Stock-based compensation, net 23,337 21,376 Net operating loss carry forwards 52,820 45,612 Capital loss carry forwards 26,628 28,211 Accruals 42,669 29,477 Operating lease liabilities 23,155 24,142 Deferred financing costs 4,364 — Contractual obligations 16,891 — Other 4,325 9,013 Total $ 221,024 $ 173,686 Deferred tax liabilities related to: Deferred financing costs $ — $ (13,590) Property, equipment and capitalized software (33,903) (34,232) Intangibles (260,365) (247,361) Operating lease assets (19,135) (20,425) Other liabilities — (107) Total $ (313,403) $ (315,715) Valuation allowance (94,951) (60,569) Deferred income taxes, net $ (187,330) $ (202,598) Net deferred tax (liabilities) assets by jurisdiction are as follows: December 31, (In thousands) 2021 2020 United States $ (187,978) $ (201,739) Australia 1,290 4,009 Europe 4,151 14,839 Singapore (4,978) (19,863) Other 185 156 Deferred income taxes, net $ (187,330) $ (202,598) The Company had approximately $488.3 million and $511.5 million of post apportionment state net operating loss carryforwards, respectively. The Company’s foreign net operating loss carryforwards were approximately $104.7 million and $76.4 million at December 31, 2021 and 2020, respectively. The Company had no federal net operating loss carryforwards at December 31, 2021 and approximately $19.8 million at December 31, 2020. The U.S. state losses expire at various times through 2041. Foreign losses in Australia and the United Kingdom have indefinite carryforward periods. During the year ended December 31, 2021, the Company elected to claim foreign tax credits for U.S. Federal income tax purposes beginning with tax year 2015. Accordingly, a deferred tax asset of $10.5 million with a corresponding valuation allowance of $8.5 million was recorded related to these additional foreign tax credits. At December 31, 2021, the Company’s valuation allowance primarily pertains to i) net deferred tax assets for eNett and Optal, certain entities operating in the United Kingdom and certain states, ii) foreign capital losses arising from a portion of the legal settlement and iii) U.S. foreign tax credits. In each case, the Company has determined it is not more likely than not that the benefits will be utilized. During 2021, 2020 and 2019, the Company recorded tax expense of $32.7 million, $40.6 million and $6.7 million, respectively, for net increases to the valuation allowance. The Company recognizes interest and penalties related to unrecognized tax benefits in income tax expense. The total amounts of interest and penalties were not material for the years ended December 31, 2021, 2020 and 2019, and as of December 31, 2021 and 2020, the Company had no material amounts accrued for interest and penalties related to unrecognized tax benefits. A reconciliation of the beginning and ending amount of gross unrecognized tax benefits excluding interest and penalties is as follows: Year ended December 31, (In thousands) 2021 2020 2019 Beginning balance $ 4,133 $ 10,320 $ 8,996 Increases related to prior year tax positions 830 — 1,727 Decreases related to prior year tax positions — (826) (39) Settlements — (5,361) (364) Ending balance $ 4,963 $ 4,133 $ 10,320 At December 31, 2021, the Company had $5.0 million of unrecognized tax benefits, net of federal income tax benefit, of which $4.4 million would decrease our effective tax rate if fully recognized. It is reasonably possible that the Company’s unrecognized tax benefits could be reduced by as much as $4.4 million within the next twelve months as a result of settlements of certain examinations or expiration of statutes of limitations. The Company’s primary tax jurisdictions are the United States, Australia and the United Kingdom. The Company or one of its subsidiaries files income tax returns in the United States federal jurisdiction and various state and foreign jurisdictions, where required. In the normal course of business, the Company is no longer subject to income tax examination after the Internal Revenue Service statute of limitations of three years. The Company is currently in the appeals process with the Internal Revenue Service for the tax years 2013 through 2015. At December 31, 2021, U.S. state tax returns were no longer subject to tax examination for years prior to 2015. The tax years remaining open for income tax audits in the United Kingdom are 2018 through 2020, while the tax years open for audit in Australia are 2015 through 2020. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Leases | 15. Leases The Company has non-cancelable operating lease arrangements for its office space and equipment that expire at various dates through 2035. The Company additionally rents office equipment under agreements that may be canceled anytime. The following table presents supplemental balance sheet information related to our operating leases: (In thousands) Balance Sheet Location December 31, 2021 December 31, 2020 Assets Operating lease right-of-use assets Other assets $ 79,484 $ 85,034 Liabilities Current operating lease liabilities Other current liabilities 15,501 16,445 Non-current operating lease liabilities Other liabilities 81,046 82,969 Total lease liabilities $ 96,547 $ 99,414 The following table presents the weighted average remaining lease term and discount rate: Operating leases December 31, 2021 December 31, 2020 Weighted average remaining term (in years) 9.5 10.2 Weighted average discount rate 4.4 % 4.5 % Maturities of our operating lease liabilities are as follows: (In thousands) December 31, 2021 2022 $ 19,418 2023 15,262 2024 12,409 2025 10,002 2026 8,667 Thereafter 53,358 Total lease payments $ 119,116 Less: Imputed interest (22,569) Total lease obligations $ 96,547 Less: Current portion of lease obligations (15,501) Long-term lease obligations $ 81,046 We recognized $24.3 million, $18.2 million, and $18.3 million of operating lease expense during 2021, 2020 and 2019, respectively, which includes immaterial leases with a term of twelve months or less and variable lease costs, as well as lease expense related to equipment and vehicles. Operating lease expense is classified as general and administrative expenses on our consolidated statements of operations. The following table presents supplemental cash flow and other information related to our leases: (In thousands) December 31, 2021 December 31, 2020 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 16,464 $ 14,511 Non-cash transactions: Right-of-use assets obtained in exchange for lease liabilities $ 14,613 $ 32,469 |
Financing and Other Debt
Financing and Other Debt | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Financing and Other Debt | 16. Financing and Other Debt The following table summarizes the Company’s total outstanding debt by type: Year ended December 31, (In thousands) 2021 2020 Revolving line-of-credit facility under Amended and Restated Credit Agreement $ 119,800 $ — Tranche A term loan 941,742 873,777 Tranche B term loan 1,431,185 1,442,368 Term loans under Amended and Restated Credit Agreement 2,372,927 2,316,145 Notes outstanding — 400,000 Convertible Notes outstanding 310,000 310,000 Securitized debt 100,861 85,945 Participation debt 1,500 — Borrowed federal funds — 20,000 Total gross debt $ 2,905,088 $ 3,132,090 The following table summarizes the Company’s total outstanding debt by balance sheet classification: Year ended December 31, (In thousands) 2021 2020 Current portion of gross debt $ 165,703 $ 170,556 Less: Unamortized debt issuance costs/debt discount (9,934) (17,826) Short-term debt, net $ 155,769 $ 152,730 Long-term portion of gross debt $ 2,739,385 $ 2,961,534 Less: Unamortized debt issuance costs/debt discount (44,020) (87,421) Long-term debt, net $ 2,695,365 $ 2,874,113 Supplemental information under Amended and Restated Credit Agreement: Letters of credit 1 $ 51,392 $ 51,628 Remaining borrowing capacity on revolving credit facility 2 $ 758,808 $ 818,372 1 Collateral for lease agreements, virtual card and fuel payment processing activity at the Company’s foreign subsidiaries. 2 Contingent on maintaining compliance with the financial covenants as defined in the Company’s Amended and Restated Credit Agreement. Amended and Restated Credit Agreement On April 1, 2021, the Company amended and restated the 2016 Credit Agreement (the “Amended and Restated Credit Agreement”). As part of the Amended and Restated Credit Agreement, the lenders agreed to (i) increase commitments under the Company’s secured revolving credit facility from $870.0 million to $930.0 million (the “Revolving Credit Facility”), (ii) provide additional senior secured tranche A term loans (the “Tranche A Term Loans”) resulting in an aggregate outstanding principal amount of the Tranche A Term Loans equal to $978.4 million, (iii) re-establish the senior secured tranche B term loans’ aggregate principal amount at $1,442.0 million (the “Tranche B Term Loans”), (iv) eliminate the 0.75 percent eurocurrency rate floor with respect to the Revolving Credit Facility, and (v) make certain other changes to the previously existing 2016 Credit Agreement, including without limitation, (a) extending the maturity dates for the Tranche A Term Loans and Revolving Credit Facility to April 1, 2026 and the maturity date for the Tranche B Term Loans to April 1, 2028, (b) providing additional flexibility with respect to certain negative covenants, prepayments and other provisions of the Company’s previously existing 2016 Credit Agreement, and (c) revising the Company’s maximum consolidated leverage ratio for all future quarters. Prior to maturity, the Tranche A Term Loans and Tranche B Term Loans require scheduled quarterly payments of $12.2 million and $3.6 million, respectively, due on the last day of each March, June, September and December. The Revolving Credit Facility and the Tranche A Term Loans 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 variable rates, at the Company’s option, plus an applicable margin, which is fixed at 1.25 percent for base rate borrowings and 2.25 percent with respect to eurocurrency rate borrowings. The Company maintains interest rate swap contracts to manage the interest rate risk associated with its outstanding variable-interest rate borrowings. See Note 12, Derivative Instruments, for further discussion. As of December 31, 2021, amounts outstanding under the Amended and Restated Credit Agreement bore a weighted average effective interest rate of 2.2 percent. As of December 31, 2020, amounts outstanding under the 2016 Credit Agreement bore a weighted average effective interest rate of 2.3 percent. In addition, the Company pays a quarterly commitment fee at a rate per annum ranging, as of December 31, 2021, from 0.25 percent to 0.50 percent of the daily unused portion of the Revolving Credit Facility (which was 0.40 percent at both December 31, 2021 and December 31, 2020) determined based on the Company’s consolidated leverage ratio. The obligations of the borrowers under the Amended and Restated Credit Agreement are guaranteed by the Company and certain direct and indirect wholly-owned domestic subsidiaries of the Company and the obligations of foreign borrowers under the Revolving Credit Facility are guaranteed by certain direct and indirect foreign subsidiaries of the Company, subject to certain exceptions. Under the Amended and Restated Credit Agreement, the Company has granted a security interest in substantially all of the assets of the Company and the guarantors, subject to certain exceptions including, without limitation, the assets of WEX Bank and certain foreign subsidiaries. The Amended and Restated Credit Agreement contains customary representations and warranties, as well as affirmative and negative covenants, as further described under the following “Debt Covenants” heading. Notes Outstanding On March 15, 2021, the Company redeemed $400.0 million of Notes outstanding, which were otherwise scheduled to mature on February 1, 2023. The redemption price of the Notes was $400.0 million plus accrued and unpaid interest through the redemption date. Prior to redemption, interest was payable semiannually in arrears on February 1 and August 1 of each year. Unamortized debt issuance costs previously incurred and capitalized in conjunction with the Notes of $1.4 million were accelerated as of the redemption date and amortized in full to interest expense during the year ended December 31, 2021. 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 $310.0 million in aggregate principal amount of convertible notes due 2027 (the “Convertible Notes”) 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 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 and mature on July 15, 2027, unless earlier converted, repurchased or redeemed. Interest on the Convertible Notes is calculated at a fixed rate of 6.5% per annum, payable semi-annually in arrears on January 15 and July 15 of each year. 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 $200.00 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 exceptions with respect to 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 105% of the principal amount of the Convertible Notes, plus the present value of future interest payments through the date of maturity. No such repurchase occurred during the years ended December 31, 2021 and 2020. Until January 1, 2021, the Convertible Notes were separated into liability and equity components. Effective January 1, 2021, the Company adopted ASU 2020-06 using the modified-retrospective approach under which separation of the conversion feature into an equity component is no longer required, and the Company now accounts for the Convertible Notes and its conversion feature as a single unit of account. The remaining debt discount and debt issuance costs associated with the Convertible Notes will be amortized to interest expense using the effective interest rate method over the seven-year contractual life of the Convertible Notes. As of December 31, 2021 and 2020, the Convertible Notes had an effective interest rate of 7.5 percent and 11.2 percent, respectively. Based on the closing price of the Company’s common stock as of December 31, 2021, the “if-converted” value of the Convertible Notes was less than the respective principal amount. The Convertible Notes consist of the following: (In thousands) December 31, 2021 December 31, 2020 Principal $ 310,000 $ 310,000 Less: Unamortized discounts (12,844) (66,755) Less: Unamortized issuance cost (2,068) (2,358) Net carrying amount of Convertible Notes 1 $ 295,088 $ 240,887 Equity component 2 $ — $ 54,689 1 Recorded within long-term debt, net on our consolidated balance sheet. 2 Represents the proceeds allocated to the conversion option, or debt discount, recorded within additional paid-in capital on the consolidated balance sheet through December 31, 2020. Additional paid-in capital on the consolidated balance sheet through December 31, 2020 was further reduced by $0.6 million of issuance costs and $13.6 million in taxes associated with the equity component. Effective January 1, 2021, the Convertible Notes and its conversion feature were accounted for as a single unit of account. The following table sets forth total interest expense recognized for the Convertible Notes: (In thousands) Year Ended December 31, 2021 Year Ended December 31, 2020 Interest on 6.5% coupon $ 20,150 $ 10,019 Amortization of debt discount and debt issuance costs 2,086 3,414 $ 22,236 $ 13,433 Debt Issuance Costs The Company accounted for the 2021 amendment and restatement of the 2016 Credit Agreement as both a debt modification and extinguishment, and consequently recorded a loss on extinguishment of debt of $3.4 million related to the write-off of unamortized debt issuance costs during the year ended December 31, 2021. The Company incurred $5.5 million of third-party debt restructuring costs associated with the amendment and restatement during the year ended December 31, 2021, which have been classified within general and administrative expenses in our consolidated statements of operations. Debt discounts and financing fees totaling $16.1 million, incurred in conjunction with the amendment and restatement, were capitalized during the year ended December 31, 2021, and are being amortized into interest expense over the term of the respective debt facilities using the effective interest method. During the year ended December 31, 2020, the Company completed four amendments (the Eighth, Ninth, Tenth and Eleventh Amendments) to the 2016 Credit Agreement, largely in connection with its acquisition of eNett and Optal. The Eighth Amendment was superseded by the Ninth Amendment (other than with respect to the consent fees payable in connection with the Eighth Amendment) and the Eleventh Amendment modified terms that were only applicable if the Company was required to finance the acquisition of eNett and Optal. However, the Ninth Amendment, among other things, amended certain provisions of the 2016 Credit Agreement relating to financial maintenance covenants and pricing terms and the Tenth Amendment increased the commitments under the Revolving Credit Facility by $50.0 million. 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 consolidated statements of operations. In association with the Ninth Amendment, the Company incurred and capitalized $4.3 million of lender fees. Consent fees incurred pursuant to the Eighth Amendment and payable upon a consummation of the eNett and Optal acquisition of $2.9 million were capitalized during December 2020. During the year ended December 31, 2019, the Company entered into the Fifth, Sixth and Seventh Amendments to the 2016 Credit Agreement. The Company accounted for the Fifth Amendment to the 2016 Credit Agreement as a debt modification. The Company accounted for the Sixth Amendment to the 2016 Credit Agreement as both a debt modification and a partial debt extinguishment, and consequently recorded a loss on extinguishment of debt of $1.3 million related to the write-off of unamortized debt issuance costs during 2019. The Company incurred and expensed $10.6 million of third party costs associated with the Fifth and Sixth Amendments, which are classified within general and administrative expenses in the consolidated statements of income during 2019. We expensed as incurred an insignificant amount of costs resulting from the Seventh Amendment to the 2016 Credit Agreement. During 2019, the Company also incurred and capitalized lender costs of $3.4 million associated with the Fifth Amendment and a debt discount of $11.0 million associated with the Sixth Amendment. Debt issuance costs incurred and capitalized are being amortized into interest expense over the remaining term of the respective debt arrangements using the effective interest method. Debt Covenants The Amended and Restated Credit Agreement contains various affirmative and negative covenants that, subject to certain customary exceptions, limit the Company and its subsidiaries’ including, in certain limited circumstances, WEX Bank and the Company’s other regulated subsidiaries, ability to, among other things (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. Additionally, the indenture governing the Convertible Notes contains customary negative and affirmative covenants that, subject to certain customary exceptions, limit the Company and its subsidiaries’, but excluding WEX Bank and the Company's other regulated subsidiaries, ability to, among other things, incur additional debt. These covenants are subject to important exceptions and qualifications. The Amended and Restated Credit Agreement also requires, solely for the benefit of the lenders of the Tranche A Term Loan and lenders under the Revolving Credit Facility, that the Company maintain at the end of each fiscal quarter the following financial ratios: • a consolidated interest coverage ratio (as defined in the Amended and Restated Credit Agreement) of no less than 3.00 to 1.00; and • a consolidated leverage ratio (as defined in the Amended and Restated Credit Agreement) of no more than 6.00 to 1.00 for the quarter ending December 31, 2021, 5.75 to 1.00 for the quarter ending March 31, 2022, 5.50 to 1.00 for the quarter ending June 30, 2022, 5.25 to 1.00 for the quarter ending September 30, 2022, 5.00 to 1.00 for the quarters ending December 31, 2022 through September 30, 2023, and 4.75 to 1.00 thereafter. The indenture governing the Convertible Notes includes a debt incurrence covenant that restricts the Company from incurring certain indebtedness, including disqualified stock and preferred stock issued by the Company or its subsidiaries, subject to customary exceptions, including if, after giving effect to any such proposed incurrence or issuance, and the receipt and application of the proceeds therefrom, the ratio of (x) the Company’s consolidated EBITDA for the most recent four fiscal quarters for which financial statements are available, to (y) the Company’s consolidated fixed charges for such period would be greater than 1.5:1.0. The indenture governing the Convertible Notes also contains other customary terms and covenants, including customary events of default. Australian Securitization Facility The Company has a securitized debt agreement with MUFG Bank Ltd. through April 2022. 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, which in turn uses the receivables as collateral to issue asset-backed commercial paper (“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 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 0.91 percent and 0.97 percent as of December 31, 2021 and 2020, respectively. The Company had securitized debt under this facility of $70.1 million and $62.6 million as of December 31, 2021 and 2020, respectively, recorded in short-term debt, net. European Securitization Facility The Company has a securitized debt agreement with MUFG Bank Ltd. through April 2022. 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 of receivables to be securitized under this agreement is determined by management on a monthly basis. 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 Sterling Overnight Index Average, plus an applicable margin. The interest rate was 0.92 percent and 0.98 percent as of December 31, 2021 and 2020, respectively. The Company had securitized debt under this facility of $30.8 million and $23.4 million as of December 31, 2021 and 2020, 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 set according to an applicable reference rate plus a margin of 225 to 250 basis points as of December 31, 2021. As of December 31, 2021, the Company had outstanding participation agreements for the borrowing of up to $45.0 million through December 31, 2022 and up to $35.0 million thereafter through December 31, 2023. As of December 31, 2021, the average interest rate on these agreements was 2.54 percent. There was $1.5 million borrowed against these participation agreements as of December 31, 2021 and recorded within short-term debt, net on the consolidated balance sheet. There were no amounts borrowed against participation agreements as of December 31, 2020. Borrowed Federal Funds WEX Bank borrows from uncommitted federal funds lines to supplement the financing of the Company's accounts receivable. Federal funds lines of credit were $530.0 million and $376.0 million, respectively, as of December 31, 2021 and 2020. There were no outstanding borrowings as of December 31, 2021 and $20.0 million as of December 31, 2020. The average interest rate on borrowed federal funds was 0.11 percent and 1.01 percent for the years ended December 31, 2021 and 2020, respectively. Other As of December 31, 2021, WEX Bank pledged $343.5 million of fleet receivables held by WEX Bank to the Federal Reserve Bank as collateral for potential borrowings, through the Federal Reserve Bank Discount Window. Amounts that can be borrowed are based on the amount of collateral pledged and were $268.6 million as of December 31, 2021. WEX Bank had no borrowings outstanding on this line of credit through the Federal Reserve Bank Discount Window as of December 31, 2021 and December 31, 2020. Debt Commitments The table below summarizes the Company’s annual principal payments on its total debt for each of the next five years: (In thousands) 2022 $ 165,703 2023 $ 63,342 2024 $ 63,342 2025 $ 63,342 2026 $ 880,275 |
Employee Benefit Plans
Employee Benefit Plans | 12 Months Ended |
Dec. 31, 2021 | |
Retirement Benefits [Abstract] | |
Employee Benefit Plans | 17. Employee Benefit Plans The Company sponsors a 401(k) retirement and savings plan for U.S. employees. Eligible employees may participate in the plan immediately. The Company’s employees who are at least 18 years of age and have completed one year of service are eligible f or Company matching contributions in the plan. The Company matches 100 percent of each employee’s contributions up to a maximum of 6 percent of each employee’s eligible compensation. All contributions vest immediately. WEX has the right to discontinue the plan at any time. Contributions to the plan are voluntary. The Company contributed $15.1 million, $13.7 million and $10.0 million in matching funds to the plan for the years ended December 31, 2021, 2020 and 2019, respectively. The Company also sponsors deferred compensation plans for certain employees designated by the Company. Participants may elect to defer receipt of designated percentages or amounts of their compensation. The Company maintains a grantor’s trust to hold the assets under these plans. The related obligations totaled $11.3 million and $9.6 million at December 31, 2021 and 2020, respectively, and are included in other current liabilities and other liabilities on the consolidated balance sheets, as applicable. The assets are recorded at fair value, with any changes recorded to earnings, and are equal to the related obligations. These assets are included in prepaid expenses and other current assets and other assets on the consolidated balance sheets, as applicable. Refer to Note 18, Fair Value, for further information. |
Fair Value
Fair Value | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value | 18. Fair Value 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: December 31, (In thousands) Fair Value Hierarchy 2021 2020 Financial Assets: Money market mutual funds 1 1 $ 3,670 $ 335,449 Investment securities, current: Debt securities: U.S. treasury notes 2 307,195 — Corporate debt securities 2 351,843 — Municipal bonds 2 31,168 — Asset-backed securities 2 120,211 — Mortgage-backed securities 2 138,260 — Total $ 948,677 $ — Investment securities, non-current: Debt securities: Municipal bonds 2 $ 3,108 $ 197 Asset-backed securities 2 168 210 Mortgage-backed securities 2 123 138 Pooled investment fund measured at NAV 2 9,000 9,000 Fixed-income mutual fund 1 27,251 27,728 Total $ 39,650 $ 37,273 Executive deferred compensation plan trust 3 1 $ 11,303 $ 9,586 Interest rate swaps 4 2 $ 15,031 $ — Liabilities: Interest rate swaps 4 2 $ 19,982 $ 44,938 Contingent consideration 5 3 $ 67,300 $ — 1 The fair value is recorded in cash and cash equivalents. 2 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 amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the consolidated balance sheets. 3 The fair value of these assets is recorded as current or long-term based on the timing of the Company's executive deferred compensation plan payment obligations. At December 31, 2021, $1.6 million and $9.7 million in fair value is recorded within prepaid expenses and other current assets and other assets, respectively. At December 31, 2020, $0.9 million and $8.7 million in fair value is recorded within prepaid expenses and other current assets and other assets, respectively. 4 The fair value of these assets and liabilities is recorded as current or long-term depending on the timing of expected discounted cash flows. At December 31, 2021, $0.1 million and $14.9 million in fair value is recorded within prepaid expenses and other current assets and other assets, respectively. At December 31, 2021, $17.6 million and $2.4 million in fair value is recorded within other current liabilities and other liabilities, respectively. At December 31, 2020, $22.0 million and $22.9 million in fair value is recorded within other current liabilities and other liabilities, respectively. 5 The fair value of this liability is recorded in other liabilities. 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 for identical instruments in an active market. Debt Securities The Company determines the fair value of U.S. treasury notes using quoted market prices for similar or identical instruments in a market that is not active. For corporate debt securities, municipal bonds, asset-backed, and mortgage-backed securities, 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 December 31, 2021 $ 9,000 — 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. Fixed Income Mutual Fund The Company determines the fair value of its fixed income mutual fund using quoted market prices for identical instruments in an active market; such inputs are classified as Level 1 of the fair-value hierarchy. 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 market prices for identical instruments in active markets. Interest Rate Swaps At December 31, 2021 and 2020, the Company determined 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. Contingent Consideration As part of the asset acquisition from Bell Bank discussed in Note 4, Acquisitions, the Company is obligated to pay additional consideration to Bell Bank contingent upon increases in the Federal Funds rate. The Company determined the fair value of this contingent consideration derivative liability based on discounted cash flows using the difference between the baseline Federal Funds rate in the purchase agreement with Bell Bank and future forecasted Federal Funds rates over the agreement term. The forecasted Federal Funds rates represent a Level 3 input within the fair value hierarchy. The resulting probability-weighted contingent consideration amounts were discounted using a weighted average discount rate, which was 1.45 percent as of December 31, 2021. Significant increases or decreases in the Federal Funds rates could result in material increases or decreases, respectively, to the fair value of the Company’s contingent consideration derivative liability. The Company records changes in the estimated fair value of the contingent consideration in the consolidated statements of operations. Changes in the contingent consideration derivative liability are measured at fair value on a recurring basis using unobservable inputs (Level 3) and during the year ended December 31, 2021 are as follows: (In thousands) Fair Value Contingent consideration – January 1, 2021 $ — Contingent consideration recorded as a result of the acquisition (Note 4) 27,200 Change in estimated fair value 40,100 Contingent consideration – December 31, 2021 $ 67,300 Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis The Company recorded a goodwill impairment charge of $53.4 million during the year ended December 31, 2020 to write down the carrying value of the reporting unit to fair value using Level 3 inputs as of the annual goodwill impairment test date of October 1, 2020. See Note 9, Goodwill and Other Intangible Assets, for a description of the valuation techniques and inputs used for the fair value measurement. The Company had no other assets and liabilities measured at fair value on a non-recurring basis during the years ended December 31, 2021 and 2020. Assets and Liabilities Measured at Carrying Value, for which Fair Value is Disclosed Term Loans and Borrowings on Revolving Credit Facility The Company determines the fair value of borrowings on the Revolving Credit Facility and Tranche A Term Loans and Tranche B Term Loans based on market rates for the issuance of the Company’s debt, which are Level 2 inputs in the fair value hierarchy. As of December 31, 2021 and 2020, the carrying value of outstanding borrowings on the Tranche A Term Loans and Tranche B Term Loans approximated fair value. As of December 31, 2021, the principal amount of the outstanding borrowings on the Revolving Credit Facility 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 December 31, 2021 and 2020, the fair value of our Convertible Notes was $327.7 million and $405.6 million, respectively. Other Assets and Liabilities |
Redeemable Non-Controlling Inte
Redeemable Non-Controlling Interest | 12 Months Ended |
Dec. 31, 2021 | |
Noncontrolling Interest [Abstract] | |
Redeemable Non-Controlling Interest | 19. Redeemable Non-Controlling Interest On March 5, 2019, the Company acquired Discovery Benefits, an employee benefits administrator. The seller of Discovery Benefits, SBI, obtained a 4.9 percent equity interest in PO Holding, the newly formed parent company of WEX Health and Discovery Benefits. SBI’s 4.9 percent non-controlling interest in the PO Holding was initially established at both carrying value and fair value. The agreement provides SBI 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 PO Holding) 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 non-controlling interest on a quarterly basis using revenue multiples as determined in accordance with the operating agreement for PO Holding 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. As part of WEX Inc.’s purchase of the HSA contractual rights from Bell Bank, as further described in Note 4, Acquisitions, on April 1, 2021, WEX Inc. and SBI entered into that certain Second Amended and Restated Limited Liability Company Operating Agreement of PO Holding LLC (“PO Holding Operating Agreement”), which reflected the Company’s purchase of $11.2 million of SBI’s non-controlling interest in PO Holding, which reduced SBI’s ownership percentage to 4.53 percent and amended the calculation of the price payable by WEX Inc. upon its exercise of its call right or upon SBI’s exercise of its put right to account for revenue generated by the assets acquired from Bell Bank. Pursuant to the PO Holding Operating Agreement, SBI subsequently elected to participate in the equity financing of the benefitexpress Acquisition. As part of the Subscription Agreement more fully described in Note 4, Acquisitions, SBI agreed to pay the Company $12.5 million, which was equal to 4.53 percent of the purchase price. This receivable was ultimately settled through the Payment Offset described in Note 4, Acquisitions. The following table presents the changes in the Company’s redeemable non-controlling interest: Year Ended December 31, (In thousands) 2021 2020 Balance, beginning of year $ 117,219 $ 156,879 Repurchase of non-controlling interest (11,191) — Contribution from non-controlling interest 12,457 — Net income attributable to redeemable non-controlling interest 465 652 Change in value of redeemable non-controlling interest 135,156 (40,312) Balance, end of year $ 254,106 $ 117,219 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 20. Commitments and Contingencies Litigation The Company is subject to legal proceedings and claims in the ordinary course of business. During the fourth quarter of 2021, WEX settled claims arising from the previously disclosed investigation by the SEC with respect to the revision of WEX’s financial statements noted in its Annual Report on Form 10-K/A for the year ended December 31, 2018, due to issues involving WEX’s former Brazil subsidiary (which was sold in September 2020). WEX agreed to entry of an administrative order, which the SEC disclosed on December 13, 2021, in which the SEC made findings that WEX neither admitted nor denied, including that WEX did not comply with provisions of the federal securities laws requiring public companies to file accurate periodic reports, to make and keep accurate books, records, and accounts, and to maintain a system of internal accounting controls sufficient to provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles. WEX believes it has fully remediated these issues, and paid a civil penalty of $350 thousand in connection with the settlement. As of the date of this filing, the current estimate of a reasonably possible loss contingency from all legal proceedings is not material to the Company’s consolidated financial position, results of operations, cash flows or liquidity. Extension of Credit to Customers We have entered into commitments to extend credit in the ordinary course of business. We had $7.5 billion of unused commitments to extend credit at December 31, 2021, as part of established customer agreements. These amounts may increase or decrease during 2022 as we increase or decrease credit to customers, subject to appropriate credit reviews, as part of our lending product agreements. Many of these commitments are not expected to be utilized. We can adjust most of our customers’ credit lines at our discretion at any time. Therefore, we do not believe total unused credit available to customers and customers of strategic relationships represents future cash requirements. 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. Unfunded Commitment As a member bank, we have committed to funding a maximum of $10.0 million of loans to a nonprofit, community development financial institution to facilitate their offering of flexible financing for affordable, quality housing to assist Utah’s low and moderate-income residents. As of December 31, 2021, the Company has funded $2.7 million of its commitment, which has been included on the consolidated balance sheet within accounts receivable. The Company’s remaining unused commitment as of December 31, 2021 is $7.3 million. Minimum Volume and Spend Commitments Two of the Company’s subsidiaries are required to purchase a minimum amount of fuel from suppliers on an annual basis through 2024. Upon failing to meet these minimum volume commitments, a penalty is assessed as defined under the contracts. The Company incurred $6.0 million and $3.6 million of shortfall penalties under these contracts during the years ended December 31, 2021 and 2020, respectively. The Company did not incur any shortfall penalties during the year ended December 31, 2019. If the Company does not purchase any fuel under these commitments after December 31, 2021, it would incur penalties totaling $34.7 million through 2024. The Company considers the risk of incurring this maximum penalty to be remote based on current operations. |
Dividend Restrictions
Dividend Restrictions | 12 Months Ended |
Dec. 31, 2021 | |
Disclosure of Restrictions on Dividends, Loans and Advances Disclosure [Abstract] | |
Dividend Restrictions | 21. Dividend Restrictions The Company has certain restrictions on the dividends it may pay, including those under the Amended and Restated Credit Agreement. The Amended and Restated Credit Agreement does allow us to make certain restricted payments (including dividends), subject to regulator approval, if we are able to demonstrate pro forma compliance with a consolidated leverage ratio, as defined in the Amended and Restated Credit Agreement, of no more than 2.75 to 1.00 for the most recent period of four fiscal quarters after execution of a restricted payment. Additionally, as long as the Company would be in compliance with its consolidated interest coverage ratio, the Company may pay $300 million for restricted payments, including dividends, of which 100% of unused amounts may be carried over into subsequent years. Further, the maximum payment amount increases by $50 million per annum. The Company has not declared any dividends on its common stock since it commenced trading on the NYSE on February 16, 2005. Dividends paid by WEX Bank have historically provided a substantial part of the Company’s operating funds and for the foreseeable future it is anticipated that dividends paid by WEX Bank will continue to be a source of operating funds to the Company. Capital adequacy requirements serve to limit the amount of dividends that may be paid by WEX Bank. WEX Bank is chartered under the laws of the State of Utah and the FDIC insures its deposits. Under Utah law, WEX Bank may only pay a dividend out of net profits after it has (i) provided for all expenses, losses, interest and taxes accrued or due from WEX Bank and (ii) transferred to a surplus fund 10 percent of its net profits before dividends for the period covered by the dividend, until the surplus reaches 100 percent of its capital stock. For purposes of these Utah dividend limitations, WEX Bank’s capital stock is $5.3 million and its capital surplus exceeds 100 percent of capital stock. Under FDIC regulations, WEX Bank may not pay any dividend if, following the payment of the dividend, WEX Bank would be “undercapitalized,” as defined under the Federal Deposit Insurance Act and applicable regulations. The FDIC also has the authority to prohibit WEX Bank from engaging in business practices that the FDIC considers to be unsafe or unsound, which, depending on the financial condition of WEX Bank, could include the payment of dividends. WEX Bank complied with the aforementioned dividend restrictions for each of the years ended December 31, 2021, 2020 and 2019. |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Stock-Based Compensation | 22. Stock-Based Compensation On June 4, 2021, our stockholders approved the Amended and Restated 2019 Equity and Incentive Plan (the “Amended 2019 Plan”), which had previously been adopted by the Company’s Board of Directors subject to stockholder approval. The Amended 2019 Plan amends and restates the Company’s 2019 Equity and Incentive Plan (the “Original 2019 Plan”) to provide that (i) 4,500,000 shares of the Company’s common stock, reduced by the number of shares of the Company’s common stock subject to awards granted under the Original 2019 Plan between March 21, 2021 and June 4, 2021, will be available for the issuance of new awards under the Amended 2019 Plan after the date of the annual meeting of stockholders which occurred on June 4, 2021, (ii) 1,235,669 shares of the Company’s common stock will be reserved for issuance in respect of awards granted under the Original 2019 Plan between May 9, 2019 and March 21, 2021, and (iii) the number of shares of the Company’s common stock (up to 776,777) as is equal to the number of shares of the Company’s common stock subject to awards granted under the Company’s 2010 Equity and Incentive Plan, which awards expire, terminate or are otherwise surrendered, cancelled, forfeited or repurchased by the Company pursuant to a contractual repurchase right will be made available for the issuance of awards under the Amended 2019 Plan. Under the Amended 2019 Plan, the Company regularly grants equity awards in the form of stock options, restricted stock, restricted stock units and other stock-based awards to certain employees and directors. There were 4.4 million shares of common stock available for grant for future equity compensation awards under the Amended 2019 Plan as of December 31, 2021. Stock-based compensation expense recognized under our equity incentive plans was $74.8 million, $63.9 million and $45.6 million for 2021, 2020 and 2019, respectively. In connection with the Noventis acquisition, the Company recognized an additional $5.5 million of compensation cost for 2019. Refer to Note 4, Acquisitions, for further information. The associated tax benefit related to these costs was $14.1 million, $11.5 million and $9.9 million, for 2021, 2020 and 2019, respectively. Restricted Stock Units The Company periodically grants RSUs, a right to receive a specific number of shares of the Company’s common stock at a specified date, to non-employee directors and certain employees. RSUs granted to non-employee directors vest 12 months from the date of grant, or upon termination of board service if the director elects to defer receipt. RSUs issued to certain employees generally vest evenly over up to three years and provide for accelerated vesting if there is a change of control (as defined in the Amended 2019 Plan). The following is a summary of RSU activity during the year ended December 31, 2021: (In thousands except per share data) Units Weighted-Average Unvested at January 1, 2021 472 $ 145.77 Granted 229 194.41 Vested, including 55 shares withheld for tax 1 (175) 139.08 Forfeited (41) 169.13 Unvested at December 31, 2021 485 $ 169.19 1 The Company withholds shares of common stock to pay the minimum required statutory taxes due upon RSU vesting. Cash is then remitted by the Company to the appropriate taxing authorities. As of December 31, 2021, there was $40.1 million of total unrecognized compensation cost related to RSUs. That cost is expected to be recognized over a weighted-average period of 1.2 years. The total grant-date fair value of RSUs granted was $44.5 million, $37.0 million and $34.0 million during 2021, 2020 and 2019, respectively. The total fair value of RSUs that vested during 2021, 2020 and 2019 was $24.4 million, $11.9 million and $7.6 million, respectively. Performance-Based Restricted Stock Units Performance-based restricted stock units The Company periodically grants PBRSUs to employees. A PBRSU is a right to receive stock based on the achievement of both performance goals and continued employment during the vesting period. In a PBRSU, the number of shares earned varies based upon meeting certain performance goals. PBRSU awards generally have performance goals spanning one Performance-based restricted stock units with a market condition The Company periodically grants employees PBRSUs with an added relative TSR modifier to scale the payment up or down by +/- 15 percent. The TSR modifier’s performance period generally spans one Market-based restricted stock units (TSR awards) The Company grants certain employees PBRSUs with market-only conditions (“TSR awards”). Attainment of the Company's TSR awards is tied to WEX's TSR relative to the Benchmark Group over the specified TSR performance period, which generally spans one Award Modifications during 2020 Given the economic uncertainty and business disruption created by the COVID-19 pandemic, effective June 23, 2020, the Company's Leadership Development and Compensation Committee approved certain modifications to PBRSUs previously granted on March 16, 2020 and March 20, 2019. Such changes included (i) replacing Company performance metrics with TSR metrics for the March 16, 2020 awards and (ii) adding a relative TSR modifier to scale the payment up or down by +/- 15 percent for the March 20, 2019 awards. The modification to awards originally granted on March 16, 2020 resulted in incremental compensation cost of $21.8 million while affecting all 332 grantees. The modification to awards originally granted on March 20, 2019 resulted in incremental compensation cost of $1.3 million while affecting all 215 grantees. 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. As of December 31, 2021 and 2020, the expense recognized associated with these modified awards is calculated using the Monte Carlo modification-date fair value. Grant-date fair value of PBRSUs with market conditions The grant date fair value of awards with market conditions is estimated on the date of grant using a Monte-Carlo simulation model used to simulate a distribution of future stock price paths based on historical volatility levels. The key inputs for the fair values and other relevant information by grant date are outlined below: Grant date 3/15/2021 6/24/2020 6/24/2020 2 3/16/2020 3 3/20/2019 3 Risk-free interest rate 0.29% 0.21% 0.21% 0.20% 0.18% Stock price 1 $226.02 $160.14 $160.14 $173.15 $173.15 Expected stock price volatility 53.65% 47.72% 47.72% 51.32% 62.29% Weighted-average fair value per share 1 $238.92 $264.17 $240.55 $280.93 $188.21 1 At the date of grant or modification date, whichever is applicable. 2 CEO-only award; Has a one-year post-vesting holding period. 3 Awards modified on June 23, 2020. Risk-free interest rate – The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of the grant for the period matching the vesting term of the awards. Expected stock price volatility – The Company estimates expected stock price volatility based on historical volatility of the Company’s common stock over a period matching the vesting term of the awards. Expected dividend yield – We have never paid, nor do we expect to pay, any cash dividends on our common stock; therefore, we assume that no dividends will be paid over the vesting term of the awards. Rollforward of PBRSUs The following is a summary of PBRSU activity during the year ended December 31, 2021: (In thousands except per share data) Shares Weighted-Average Unvested at January 1, 2021 582 $ 170.05 Granted 148 236.44 Forfeited (56) 219.29 Vested, including 54 shares withheld for tax 1 (150) 157.55 Performance adjustment 2, 3 33 NM Unvested at December 31, 2021 3 557 $ 230.01 NM - Not meaningful 1 The Company withholds shares of common stock to pay the minimum required statutory taxes due upon PBRSU vesting. Cash is then remitted by the Company to the appropriate taxing authorities. 2 Reflects adjustments to the number of shares of PBRSUs expected to vest based on the change in estimated performance attainments during the year ended December 31, 2021. 3 The impact on awards as a result of expected market condition attainments is not reflected in this table until the attainment measurement period concludes. As of December 31, 2021, there was $52.8 million of unrecognized compensation cost related to PBRSUs that is expected to be recognized over a weighted-average period of 1.7 years. The total grant-date fair value of PBRSUs granted during 2021, 2020 and 2019 was $34.9 million, $58.5 million and $19.0 million, respectively. The total grant-date fair value of PBRSUs that vested during 2021, 2020 and 2019 was $23.7 million, $21.7 million and $9.3 million, respectively. Stock Options Market Performance-Based Stock Options In May 2017, the Company granted market performance-based stock options with a contractual term of ten years to certain members of senior management. The options contained a market condition that required the closing price of the Company’s stock to meet or exceed certain price thresholds for twenty consecutive trading days (“Stock Price Hurdle”) in order for shares to vest. The options also contained a service condition that required the award recipients to be continually employed from the grant date until such date that the Stock Price Hurdle is satisfied in order for shares to vest. The Stock Price Hurdle began operating in May 2020 on the third anniversary of the grant date. As of December 31, 2021, 100 percent of the shares had vested as a result of the Company's stock exceeding the applicable Stock Price Hurdle. The grant date fair value of these options was estimated on the date of grant using a Monte-Carlo simulation model used to simulate a distribution of future stock price paths based on historical volatility levels. The Company expensed the total grant date fair value of these options on a graded basis over the derived service period of approximately three years. Service-Based Stock Options The Company periodically grants stock options to certain officers and employees, which generally become exercisable over three years (with approximately 33 percent of the total grant vesting each year on the anniversary of the grant date) and expire 10 years from the date of grant. All service-based stock option grants provide for an option exercise price equal to the closing market value of the common stock on the date of grant as reported by the NYSE. The fair value of option awards is estimated on the grant date using the Black-Scholes-Merton option-pricing model utilizing the assumptions included in the following table: 2021 2020 2019 Weighted average grant date fair value $ 92.82 $ 35.13 $ 58.28 Weighted average expected term (in years) 6 6 6 Weighted average exercise price $ 226.02 $ 109.66 $ 184.81 Expected stock price volatility 41.81 % 32.37 % 27.21 % Risk-free interest rate 1.05 % 0.58 % 2.37 % Expected term – Based on the Company’s limited history of option exercises and its granting of stock options with “plain vanilla” characteristics, the Company uses the simplified method to estimate the expected term of its employee stock options. The expected term assumption as it relates to the valuation of the options represents the period of time that options granted are expected to be outstanding. Expected stock price volatility – The Company estimates expected stock price volatility based on historical volatility of the Company’s common stock over a period matching the expected term of the options granted. Risk-free interest rate – The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of the grant for the period matching the expected term of the option. Expected dividend yield – We have never paid, nor do we expect to pay any cash dividends on our common stock; therefore, we assume that no dividends will be paid over the expected terms of option awards. The following is a summary of all stock option activity during the year ended December 31, 2021: (In thousands, except per share data) Shares Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term (in years) Aggregate Intrinsic Value Outstanding at January 1, 2021 1,043 $ 115.72 Granted 119 226.02 Exercised (432) 102.40 Forfeited or expired (26) 147.28 Outstanding at December 31, 2021 704 $ 141.42 7.1 $ 14,850 Exercisable on December 31, 2021 399 $ 125.95 6.1 $ 10,036 Vested and expected to vest at December 31, 2021 300 $ 161.14 8.5 $ 4,768 As of December 31, 2021, there was $10.3 million of total unrecognized compensation cost related to options. That cost is expected to be recognized over a weighted-average period of 1.3 years. The total intrinsic value of options exercised during the years ended December 31, 2021, 2020 and 2019 was $48.1 million, $8.7 million and $5.7 million, respectively. Deferred Stock Units Non-employee directors may elect to defer their cash fees and RSUs in the form of DSUs. These awards are distributed as common stock 200 days immediately following the date upon which such director’s service as a member of the Company’s Board of Directors terminates for any reason. There were approximately 58 thousand and 54 thousand DSUs outstanding as of December 31, 2021 and 2020, respectively. DSU activity is included in the RSU table above. Unvested DSUs as of December 31, 2021 and 2020 were not material. |
Restructuring Activities
Restructuring Activities | 12 Months Ended |
Dec. 31, 2021 | |
Restructuring and Related Activities [Abstract] | |
Restructuring Activities | 23. Restructuring Activities In connection with the acquisition of eNett and Optal, during the first quarter of 2021, the Company initiated a restructuring program within the Travel and Corporate Solutions segment. The restructuring initiative consisted of employee separation costs, which the Company determined are probable and reasonably estimable. As such, the Company recorded charges incurred under this initiative of $5.4 million for the year ended December 31, 2021, within general and administrative expenses on the consolidated statements of operations. There are no accrued restructuring charges related to this initiative as of December 31, 2021. |
Segment Information
Segment Information | 12 Months Ended |
Dec. 31, 2021 | |
Segment Reporting [Abstract] | |
Segment Information | 24. 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 payment processing, transaction processing, and information management services specifically designed for the needs of fleets of all sizes from small businesses to federal and state government fleets and over-the-road carriers. • Travel and Corporate Solutions focuses on the complex payment environment of global B2B payments, enabling customers to utilize our payments solutions to integrate into their own workflows and manage their accounts payable automation and spend management functions. • Health and Employee Benefit Solutions provides a SaaS platform for consumer directed healthcare benefits and a full-service benefit enrollment solution, bringing together benefits administration, certain compliance services and consumer-directed and benefits accounts. Additionally, the Company serves as the non-bank custodian to certain HSA assets. Prior to the sale of WEX Latin America, this operating segment additionally provided payroll-related benefits to customers. The following tables present the Company’s reportable segment revenues: Year Ended December 31, 2021 (In thousands) Fleet Solutions Travel and Corporate Solutions Health and Employee Benefit Solutions Total Payment processing revenue $ 513,365 $ 274,092 $ 71,533 $ 858,990 Account servicing revenue 168,350 44,157 314,351 526,858 Finance fee revenue 254,306 873 144 255,323 Other revenue 175,394 5,796 28,181 209,371 Total revenues $ 1,111,415 $ 324,918 $ 414,209 $ 1,850,542 Interest income $ 1,813 $ 14 $ 2,659 $ 4,486 Year Ended December 31, 2020 (In thousands) Fleet Solutions Travel and Health and Total Payment processing revenue $ 404,843 $ 229,144 $ 64,904 $ 698,891 Account servicing revenue 153,823 41,927 253,706 449,456 Finance fee revenue 197,307 1,079 137 198,523 Other revenue 162,337 5,690 44,972 212,999 Total revenues $ 918,310 $ 277,840 $ 363,719 $ 1,559,869 Interest income $ 4,326 $ 272 $ 1,252 $ 5,850 Year Ended December 31, 2019 (In thousands) Fleet Solutions Travel and Health and Total Payment processing revenue $ 457,244 $ 303,385 $ 64,963 $ 825,592 Account servicing revenue 164,735 43,293 205,524 413,552 Finance fee revenue 245,082 2,086 150 247,318 Other revenue 171,334 19,062 46,833 237,229 Total revenues $ 1,038,395 $ 367,826 $ 317,470 $ 1,723,691 Interest income $ 6,249 $ 1,521 $ 1,534 $ 9,304 No one customer accounted for more than 10 percent of the total consolidated revenue in 2021, 2020 or 2019. The CODM evaluates the financial performance of each segment using segment adjusted operating income, which excludes: (i) unallocated corporate expenses; (ii) acquisition-related intangible amortization and other acquisition and divestiture related items; (iii) legal settlement; (iv) impairment charges; (v) loss on sale of subsidiary; (vi) debt restructuring costs; (vii) stock-based compensation; and (viii) other costs. Additionally, we do not allocate financing interest expense, foreign currency gains and losses, other income, change in fair value of contingent consideration, 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 income (loss) before income taxes: Year ended December 31, (In thousands) 2021 2020 2019 Segment adjusted operating income Fleet Solutions $ 557,083 $ 383,502 $ 485,539 Travel and Corporate Solutions 86,860 62,096 168,786 Health and Employee Benefit Solutions 104,408 96,769 80,283 Total segment adjusted operating income $ 748,351 $ 542,367 $ 734,608 Reconciliation: Total segment adjusted operating income $ 748,351 $ 542,367 $ 734,608 Less: Unallocated corporate expenses 78,218 62,938 67,982 Acquisition-related intangible amortization 181,694 171,144 159,431 Other acquisition and divestiture related items 40,533 57,787 37,675 Legal settlement — 162,500 — Impairment charges — 53,378 — Loss on sale of subsidiary — 46,362 — Debt restructuring costs 6,185 535 11,062 Stock-based compensation 76,550 65,841 47,511 Other costs 23,171 13,555 25,106 Operating income (loss) $ 342,000 $ (91,673) $ 385,841 Financing interest expense (128,422) (157,080) (134,677) Net foreign currency loss (12,339) (25,783) (926) Other income 3,617 491 932 Change in fair value of contingent consideration (40,100) — — Net unrealized gain (loss) on financial instruments 39,190 (27,036) (34,654) Income (loss) before income taxes $ 203,946 $ (301,081) $ 216,516 Assets are not allocated to the segments for internal reporting purposes. Geographic Data Revenue by principal geographic area, based on the country in which the sale originated, was as follows: Year ended December 31, (In thousands) 2021 2020 2019 United States $ 1,642,747 $ 1,401,144 $ 1,535,985 Other international 1 207,795 158,725 187,706 Total revenues $ 1,850,542 $ 1,559,869 $ 1,723,691 1 No single country within made up more than 5 percent of total revenues for any of the years presented. Net property, equipment and capitalized software is subject to geographic risks because it is generally difficult to move and relatively illiquid. Net property, equipment and capitalized software by principal geographic area was as follows: Year ended December 31, (In thousands) 2021 2020 2019 United States $ 170,626 $ 176,348 $ 200,101 Other international 1 8,905 11,992 12,374 Net property, equipment and capitalized software $ 179,531 $ 188,340 $ 212,475 |
Supplementary Regulatory Capita
Supplementary Regulatory Capital Disclosure | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Supplementary Regulatory Capital Disclosure | 25. 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 business activities and have a material effect on the Company's 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 December 31, 2021, 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 December 31, 2021 Total Capital to risk-weighted assets $ 402,406 12.63 % $ 254,984 8.00 % $ 318,731 10.00 % Tier 1 Capital to average assets $ 366,121 8.75 % $ 167,317 4.00 % $ 209,147 5.00 % Common equity to risk-weighted assets $ 366,121 11.49 % $ 143,429 4.50 % $ 207,175 6.50 % Tier 1 Capital to risk-weighted assets $ 366,121 11.49 % $ 191,238 6.00 % $ 254,984 8.00 % December 31, 2020 Total Capital to risk-weighted assets $ 299,136 15.04 % $ 159,148 8.00 % $ 198,935 10.00 % Tier 1 Capital to average assets $ 287,570 12.71 % $ 90,514 4.00 % $ 113,143 5.00 % Common equity to risk-weighted assets $ 287,570 14.46 % $ 89,521 4.50 % $ 129,308 6.50 % Tier 1 Capital to risk-weighted assets $ 287,570 14.46 % $ 119,361 6.00 % $ 159,148 8.00 % |
Preferred Stock
Preferred Stock | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Preferred Stock | 26. Preferred Stock Our Board of Directors is expressly authorized to provide for the issuance of up to 10.0 million shares of Preferred Stock, $0.01 par value per share (“Preferred Stock”), in one or more classes or series. Each such class or series of Preferred Stock shall have such voting powers, designations, preferences, qualifications and special or relative rights or privileges, limitations or restrictions thereof, as shall be determined by the Board of Directors, which may include, among others, redemption provisions, dividend rights, liquidation preferences, and conversion rights. There are no shares of Preferred Stock outstanding as of December 31, 2021 and 2020. |
Related Party Transaction
Related Party Transaction | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transaction | 27. Related Party Transaction Relationship with SBI/Bell Bank As of December 31, 2021, the seller of Discovery Benefits, SBI, holds a 4.53 percent equity interest in the Company's U.S. Health business. Bell Bank, a subsidiary of SBI, is a revolving loan lender under the Company's Amended and Restated Credit Agreement. As of December 31, 2021, there was $119.8 million outstanding in total on the Revolving Credit Facility, with available capacity of $50.0 million, directly attributable to Bell Bank. As of December 31, 2020, there were no amounts outstanding, with available capacity of $50.0 million attributable to Bell Bank. On April 1, 2021, WEX Inc. completed the acquisition of certain contractual rights to serve as a custodian or sub-custodian to certain HSAs from the HealthcareBank division of Bell Bank. On the closing of the acquisition, WEX Inc. paid Bell Bank initial cash consideration of $200.0 million. Pursuant to the purchase agreement, WEX Inc. agreed to make an additional deferred cash payment of $25.0 million in July 2023 and a second additional deferred cash payment of $25.0 million in January 2024, while also agreeing to additional consideration payable annually that is contingent, and based, upon any future increases in the Federal Funds rate. As part of WEX Inc.’s purchase of the HSA contractual rights from Bell Bank, as further described in Note 4, Acquisitions, WEX Inc. and SBI entered into the PO Holding Operating Agreement, which reflected the Company’s purchase of $11.2 million of SBI’s non-controlling interest in PO Holding, which reduced SBI’s ownership percentage from 4.9 percent to 4.53 percent, among other things further described in Note 19, Redeemable Non-Controlling Interest. Pursuant to the PO Holding Agreement, SBI subsequently elected to participate in the equity financing of the benefitexpress Acquisition and paid the Company $12.5 million, resulting in a reduction to the second deferred payment due to Bell Bank by the Company to $12.5 million, which is payable in January 2024. As of December 31, 2021, no deferred cash payments or additional consideration was paid to Bell Bank. Relationship with Wellington On October 14, 2021, WEX Inc. transferred $960.0 million of custodial cash assets previously held by a third-party depository partner, to WEX Bank, as the depository partner, to be managed and invested. As of December 31, 2021, the depository assets totaled $956.5 million. Wellington Management Company LLP, an entity affiliated with Wellington Management Group, LLP (“Wellington”), has been appointed investment manager for the funds. Wellington beneficially owned approximately 9 percent of the Company’s outstanding common stock as of December 31, 2021 based on information reported on a Schedule 13G/A filed with the SEC on February 4, 2022. The Company incurred $0.1 million in investment management fees payable to Wellington during 2021. Refer to Note 7, Investment Securities, for further information on these investment securities. Warburg Pincus Convertible Notes On July 1, 2020, the Company closed on a private placement transaction with an affiliate of funds managed by Warburg Pincus LLC, pursuant to which the Company issued convertible senior unsecured notes due in 2027 in an aggregate principal amount of $310 million and 577,254 shares of common stock, with gross proceeds in respect of the common stock of $90 million. After giving effect to the purchase of the common stock and Convertible Notes, on an as-converted basis, Warburg Pincus owned approximately 4.7 percent of the Company's outstanding common stock on the closing date of the private placement. Refer to Note 16, Financing and Other Debt, for more information regarding the Convertible Notes. Under the terms of the private placement, for so long as Warburg Pincus continues to own at least 50 percent of the aggregate amount of the shares issued and the shares of common stock issuable upon conversion of the Convertible Notes, Warburg Pincus is entitled to nominate an individual to the board of directors. As of December 31, 2021 and 2020, such nominee was a member of the Company’s board of directors and a managing director at Warburg Pincus LLC. The Company has a written policy regarding entering certain transactions in which any member of the board of directors has a direct or indirect material interest. Pursuant to this policy, the private placement was approved by the Corporate Governance Committee of the Company’s board of directors, after it had reviewed and considered all relevant facts and circumstances, including, but not limited to, whether the transaction was entered into on terms no less favorable to the Company than terms that could have been reached with an unrelated third party and the interest of the related person in the |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Business Description | Business Description WEX Inc. (“Company”, “we” or “our”) is the global commerce platform that simplifies the business of running a business. We operate in three reportable segments: Fleet Solutions, Travel and Corporate Solutions, and Health and Employee Benefit Solutions, which are described in more detail in Note 24, Segment Information. The Company was founded in 1983, and trades on the NYSE under the ticker WEX. |
Basis of Presentation | Basis of Presentation and Use of Estimates and Assumptions The accompanying consolidated financial statements for the years ended December 31, 2021, 2020 and 2019, include the accounts of the Company and its wholly and majority-owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. The Company prepares its consolidated financial statements in conformity with GAAP and with the Rules and Regulations of the SEC, specifically Regulation S – X and the instructions to Form 10 – |
Use of Estimates and Assumptions | The Company rounds amounts in the consolidated financial statements to thousands within tables and millions within text (unless otherwise specified), and calculates all percentages and per-share data from underlying whole-dollar amounts. Thus, certain amounts may not foot, crossfoot, or recalculate based on reported numbers due to rounding. |
Recent Accounting Pronouncements | The Company early adopted ASU 2020-06 on January 1, 2021. 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. The Company adopted ASU 2020-06 utilizing the modified-retrospective approach, recognizing the cumulative adjustment to retained earnings as of the effective date, without restatement of prior period amounts. As a result of the adoption of ASU 2020-06, the Convertible Notes and its conversion feature are now accounted for as a single unit of account and interest expense related to the amortization of the Convertible Notes’ debt discount in 2021 declined by $5.5 million from what would otherwise have been recognized in our consolidated statement of operations had the Company not adopted ASU 2020-06. Standard Description Date/Method of Adoption Effect on financial statements or other significant matters Not Yet Adopted as of December 31, 2021 ASU 2021-08, Business Combinations This standard requires acquirers within the scope of Subtopic 805-10 Business Combinations to recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with Topic 606. This will generally result in an acquirer recognizing and measuring acquired contract asset and liabilities consistent with how they were recognized and measured in an acquiree’s financial statements if they were prepared in accordance with GAAP. Previously, contract assets and contract liabilities acquired were recognized at their fair value on the acquisition date. Effective for fiscal years beginning after December 15, 2022. The Company will early adopt this ASU effective January 1, 2022. Adoption will not have any material effect on the consolidated financial statements and will be accounted for prospectively for business combinations in the scope of ASC 805. ASU 2020–04, Reference Rate Reform and ASU 2021-01, Reference Rate Reform: Scope These standards provide 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 these ASUs would have on its financial condition and results of operations. While the Company has not yet determined if and when it will adopt these standards, the adoption of such standards is not expected to have a material effect on the Company’s consolidated financial statements. |
Cash and Cash Equivalents | Cash and Cash EquivalentsHighly liquid investments with original maturities at the time of purchase of three months or less (that are readily convertible to cash) are considered to be cash equivalents and are stated at cost, which approximates fair value. Cash and cash equivalents include Eurodollar time deposits and money market funds, which are unsecured short-term investments entered into with financial institutions. |
Restricted Cash | Restricted Cash Restricted cash represents funds collected from individuals or employers on behalf of our customers that are to be remitted to third parties, funds required to be maintained under certain vendor agreements, and amounts received from OTAs held in segregated accounts until a transaction is settled. Restricted cash is not available to fund the Company’s operations. We maintain an offsetting liability against the restricted cash. |
Accounts Receivable, Net of Allowances | Accounts Receivable, Net of Allowances 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 or payment network, as applicable, 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. Receivables are generally written off when they are 180 days past invoice origination date or upon declaration of bankruptcy of the customer, subject to local regulatory restrictions. |
Allowance for Accounts Receivable | 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. The Company adopted Topic 326 on January 1, 2020, which amended 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. The Company utilized the modified-retrospective approach at adoption, under which prior period comparable financial information was not adjusted. 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 deviate from the current or historical median, the Company qualitatively assesses what impact, if any, the trends are expected to have on the reserve for credit losses. Economic indicators include consumer price indices, consumer spending and unemployment trends, among others. See Note 6, Allowance for Accounts Receivable for changes in the accounts receivable allowances by portfolio segment during the year ended December 31, 2021 and 2020 as a result of these assessments. Accounts receivable are evaluated for credit losses 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 OTAs. With the exception of the eNett and WEX Payments portfolios, which have minimal credit risk due to their respective business models 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 in September 2020, 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 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 account level 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, which are recorded as credit losses. The reserve for fraud losses is determined by monitoring pending fraud cases, customer-identified fraudulent activity, known and suspected fraudulent activity identified by the Company, as well as unconfirmed suspicious activity in order to make judgments as to probable fraud losses. Off-Balance Sheet Arrangements |
Investment Securities | Investment Securities Investment securities held by the Company consist of (i) custodial assets managed and invested by WEX Bank through an investment manager, which are reflected within current assets on our consolidated balance sheets and (ii) securities purchased and held by WEX Bank primarily in order to meet the requirements of the Community Reinvestment Act, which are reflected within non-current assets on our consolidated balance sheets. Investment securities consist primarily of equity securities and available-for-sale debt securities, including U.S. treasury notes and bonds, corporate debt securities and asset or mortgage-backed securities. Investment securities are reflected in the consolidated balance sheets at fair value and are classified as current or long-term based on Management’s determination of whether such securities are available for use in current operations, regardless of the securities’ stated maturity dates. The cost basis of investment securities is based on the specific identification method. Accrued interest on investment securities is recorded within prepaid expenses and other current assets on the consolidated balance sheets. As of December 31, 2021, accrued interest on investment securities was $4.2 million. Accrued interest on investment securities as of December 31, 2020 was immaterial. Unrealized holding gains and losses on equity securities are included in net unrealized (loss) gain on financial instruments within the consolidated statements of operations. |
Derivatives | Derivatives From time to time, the Company utilizes derivative instruments as part of its overall strategy to reduce the impact of interest rate volatility. The Company’s derivative instruments are recorded at fair value on the consolidated balance sheets. The Company’s derivative instruments outstanding at December 31, 2021 and 2020 consist of interest rate swap agreements that have not been designated as hedges and a contingent consideration liability. Realized gains and losses on interest rate swap derivatives are recognized in financing interest expense and unrealized gains and losses on the interest rate swap derivatives are recognized in net unrealized gains and losses on financial instruments. The change in the estimated fair value of the contingent consideration liability is recognized separately on the consolidated statement of operations. For the purposes of cash flow presentation, realized and unrealized gains or losses on the interest rate swaps and unrealized gains or losses on the contingent consideration liability are included within cash flows from operating activities. Cash payments for contingent consideration will be included within cash flows from financing activities, up to the initial liability balance at acquisition. Any contingent consideration paid in excess of the initial liability balance will be included within cash flows from operating activities. |
Leases | Leases The Company's real estate leases are accounted for using a right-of-use model, which recognizes that at the date of commencement, a lessee has a financial obligation to make lease payments to the lessor for the right to use the underlying asset during the lease term. The lessee recognizes a corresponding right-of-use asset related to this right. Some of our leases include options to extend the term of the lease. When it is reasonably certain that we will exercise the option, we include the impact of the option in the lease term for purposes of determining future lease payments. The Company made an accounting policy election to not recognize assets or liabilities for leases with a term of less than twelve months and to account for all components in a lease arrangement as a single combined lease component. Short-term lease payments are recognized on a straight-line basis. Certain of our lease agreements include variable rent payments, consisting primarily of rental payments adjusted periodically for inflation and amounts paid to the lessor based on cost or consumption, such as maintenance and utilities. These costs are recognized in the period in which the obligation is incurred. As the Company’s leases do not specify an implicit rate, the Company uses an incremental borrowing rate based on information available at the lease commencement date to determine the present value of the lease payments. The Company evaluates right-of-use assets for impairment when events or changes in circumstances indicate that the carrying value of the asset may not be recoverable. Additionally, the Company may choose to exit a lease prior to the end of the lease term. In circumstances when the Company has made the decision to exit the lease and does not have the ability and intent |
Property, Equipment and Capitalized Software | Property, Equipment and Capitalized Software Property, equipment and capitalized software are stated at cost, net of accumulated depreciation and amortization. Replacements, renewals and improvements are capitalized and costs for repair and maintenance are expensed as incurred. Leasehold improvements are depreciated using the straight-line method over the shorter of the remaining lease term or the useful life of the improvement. Depreciation and amortization for all other property, equipment and capitalized software is primarily computed using the straight-line method over the estimated useful lives shown below. Estimated Useful Lives Furniture, fixtures and equipment 3 to 5 years Internal-use computer software 1.5 to 5 years Computer software 3 years |
Acquisitions | Acquisitions For acquisitions that meet the definition of a business combination, the Company applies the acquisition method of accounting where assets acquired and liabilities assumed are recorded at fair value at the date of each acquisition. Any excess of the consideration transferred by the Company over the amounts recognized for assets acquired and liabilities assumed is recorded as goodwill. The Company continues to evaluate acquisitions for a period not to exceed one year after the acquisition date of each transaction to determine whether any additional adjustments are needed to the allocation of the purchase price. The acquiree’s results of operations are included in consolidated results of the Company from the date of the respective acquisition. All other acquisitions are accounted for as asset acquisitions and the purchase price is allocated to the net assets acquired with no recognition of goodwill. Following the acquisition date, the purchase price is not subsequently adjusted. |
Goodwill and Other Intangible Assets | Goodwill and Other Intangible Assets The Company tests goodwill for impairment at least annually or more frequently if facts or circumstances indicate that the goodwill might be impaired. Goodwill is assigned to reporting units, which are one level below the Company’s operating segments. The Company performs goodwill impairment tests at the reporting unit level annually as of October 1. Such impairment tests include comparing the fair value of the respective reporting units with their carrying values, including goodwill. The Company uses both discounted cash flow analyses and comparable company pricing multiples to determine the fair value of its reporting units. Such analyses are corroborated using market analytics. Certain assumptions are used in determining the fair value, including assumptions about future cash flows and terminal values. When appropriate, the Company considers the assumptions that it believes hypothetical marketplace participants would use in estimating future cash flows. In addition, an appropriate discount rate is used, based on the Company’s cost of capital or reporting unit-specific economic factors. When the fair value of a reporting unit is less than its carrying value, a goodwill impairment charge is recorded equal to the amount by which the carrying value of the reporting unit, including goodwill, exceeds its fair value, limited to the total amount of goodwill allocated to that reporting unit. During our annual goodwill impairment test performed as of October 1, 2020, we determined that the reduced volumes attributable in part to COVID-19, had a significant negative impact on the fair value of the WEX Fleet Europe reporting unit (the 2019 Go Fuel Card acquisition). Based on the carrying value of this reporting unit exceeding its fair value at that date, the Company recorded a $53.4 million goodwill impairment charge during the year ended December 31, 2020. As of December 31, 2020, there was $65.8 million remaining goodwill associated with this reporting unit. See Note 9, Goodwill and Other Intangible Assets, for further information regarding the outcome of the Company’s annual goodwill impairment test performed as of October 1, 2021, 2020, and 2019. Intangible assets that are deemed to have definite lives are generally amortized using a method reflective of the pattern in which the economic benefits of the assets are expected to be consumed. If that pattern cannot be reliably determined, the assets are amortized using a straight-line method over their useful lives, which is the period of time that the asset is expected to contribute directly or indirectly to future cash flows. The Company determines the useful lives of its identifiable intangible assets after considering the specific facts and circumstances related to each intangible asset. The factors that management considers when determining useful lives include the contractual term of agreements, the history of the asset, the Company’s long-term strategy for the use of the asset, any laws or other local regulations which could impact the useful life of the asset and other economic factors, including competition and specific market conditions. The Company performs an evaluation of the remaining useful lives of the definite-lived intangible assets periodically to determine if any change is warranted. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company’s long-lived assets primarily include property, equipment, capitalized software, right-of-use assets and intangible assets. The carrying values of long-lived assets are reviewed for impairment whenever events or changes in business circumstances indicate that the carrying amount of an asset may not be recoverable. Such conditions may include a reduction in operating cash flow or a dramatic change in the manner in which the asset is intended to be used. To test for impairment of long-lived assets, the Company generally uses a probability-weighted estimate of the future undiscounted net cash flows of the assets over their remaining lives to determine if the value of the asset is recoverable. Long-lived assets are grouped with other assets and liabilities at the lowest level for which independent identifiable cash flows are determinable, which is generally at the reporting unit level. An asset impairment is recognized when the carrying value of the asset is not recoverable based on the analysis described above, in which case the asset is written down to its fair value. If the asset does not have a readily determinable |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company holds mortgage-backed securities, U.S. treasury notes, corporate debt securities, mutual funds, money market funds, derivatives (see Note 12, Derivative Instruments) and certain other financial instruments that are carried at fair value. The Company determines fair value based upon quoted prices when available or through the use of alternative approaches, such as model pricing, when market quotes are not readily accessible or available. Various factors are considered in determining the fair value of the Company’s obligations, including: closing exchange or over-the-counter market price quotations; benchmark interest rates; time value and volatility factors underlying options and derivatives; price activity for equivalent instruments; and the Company’s own-credit standing. These valuation techniques may be based upon observable and unobservable inputs. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Company’s market assumptions. These two types of inputs create the following fair value hierarchy: • Level 1 – Quoted prices for identical instruments in active markets. • Level 2 – Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable. • Level 3 – Instruments whose significant value drivers are unobservable. Additionally, the Company holds certain investments that are measured at their NAV as a practical expedient, which are excluded from the fair value hierarchy. 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. |
Revenue Recognition | Revenue Recognition The Company generally accounts for its revenue under Topic 606 or ASC 310, Receivables for rights or obligations associated with financial instruments. The Company generally records revenue net, equal to consideration retained, based upon its conclusion that the Company is the agent in its principal versus agent relationships. When making this determination, the Company evaluated the nature of its promise to the customer and determined that it does not control a promised good or service before transferring that good or service to the customer, but rather arranges for another entity to provide the goods or services. The vast majority of the Company’s Topic 606 revenue is derived from stand-ready obligations to provide payment processing, transaction processing and SaaS services and support. As such, we view these services as comprising a series of distinct days of service that are substantially the same and have the same pattern of transfer to the customer. Accordingly, the promise to stand ready is accounted for as a single-series performance obligation. The transaction-based fees are generally calculated based on measures such as (i) percentage of dollar value of volume processed; (ii) number of transactions processed; or (iii) some combination thereof. The Company has entered into agreements with major oil companies, fuel retailers, vehicle maintenance providers, OTAs and health partners, which provide services and limited products to the Company’s customers. These agreements specify that a transaction is deemed to be captured when the Company has validated that the transaction has no errors and has accepted and posted the data to the Company’s records. Revenue is recognized based on the value of services transferred to date using a time elapsed output method. See Note 3, Revenue, for a description of the major components of revenue. The Company enters into contracts with certain large customers or partners that provide for fee rebates tied to performance milestones. Such rebates and incentives are calculated based on estimated performance and the terms of the related business agreements and are typically recorded within revenue. Amounts paid to certain partners in our Fleet Solutions and Travel and Corporate Solutions segments are recorded within sales and marketing expense on our consolidated statements of operations. |
Stock-Based Compensation | Stock-Based Compensation The Company recognizes the fair value of all stock-based payments to employees and directors in its consolidated financial statements. The fair value of DSUs, RSUs, and PBRSUs without a market condition are determined and fixed on the grant date based on the closing price of the Company’s stock as reported by the NYSE. The Company estimates the grant date fair value of service-based stock option awards using a Black-Scholes-Merton valuation model and awards granted with market conditions (including market performance-based stock option awards, TSR performance awards, and PBRSUs with a TSR performance condition) using a Monte Carlo simulation model. Stock-based compensation expense is recorded net of estimated forfeitures over each award’s requisite service period. The Company uses the straight-line methodology for recognizing the expense associated with service-based stock options and RSU grants and a graded-vesting methodology for the expense recognition of market performance-based stock options and PBRSUs. |
Advertising Costs | Advertising CostsAdvertising and marketing costs are expensed in the period incurred. |
Income Taxes | Income Taxes Income taxes are accounted for under the asset and liability method. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the period that includes the enactment date. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which the associated temporary differences become deductible. A valuation allowance is established for those jurisdictions in which the realization of deferred tax assets is not deemed to be more likely than not. Accounting guidance prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. This accounting guidance also provides guidance on derecognition, classification, interest and penalties, accounting in the interim periods, disclosure, and transition. Penalties and interest related to uncertain tax positions are recognized as a component of income tax expense. To the extent penalties and interest are not assessed with respect to uncertain tax positions, amounts accrued are reduced and reflected as a reduction of the overall income tax provision. |
Earnings per Share | Earnings per ShareBasic earnings per share is computed by dividing net income (loss) attributable to shareholders by the weighted average number of shares of common stock and vested DSUs 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 upon conversion of the Convertible Notes under the “if converted” method unless the effect is anti-dilutive. Additionally, diluted earnings per share includes the assumed exercise of dilutive options and the assumed issuance of unvested RSUs 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. |
Foreign Currency Movement | Foreign Currency Movement The financial statements of the Company’s foreign subsidiaries, where the local currency is the functional currency, are translated to U.S. dollars using year-end spot exchange rates for assets and liabilities, average exchange rates for revenue and expenses and historical exchange rates for equity transactions. The resulting foreign currency translation adjustment is recorded as a component of accumulated other comprehensive loss. Gains and losses on foreign currency transactions as well as the remeasurement of the Company’s cash, receivable and payable balances that are denominated in foreign currencies, are recorded directly in net foreign currency (loss) in the consolidated statements of operations. However, gains or losses resulting from intercompany transactions where repayment is not anticipated for the foreseeable future are not recognized in the consolidated statements of operations. In these situations, the gains or losses are deferred and included as a component of accumulated other comprehensive loss. |
Accumulated Other Comprehensive Loss | Accumulated Other Comprehensive Loss Accumulated other comprehensive loss (“AOCL”) consists of unrealized gains and losses on debt securities and foreign currency translation adjustments pertaining to the net investment in foreign operations. The Company has a full valuation allowance recorded against its deferred tax assets on unrealized losses on debt securities included within AOCL. In addition, unrealized gains and losses on foreign currency translation adjustments within AOCL are substantially considered indefinitely reinvested outside the United States. Accordingly, there were no material deferred taxes recorded on such unrealized losses on debt securities and foreign currency translation adjustments for the years ended December 31, 2021, 2020 and 2019. |
Segment Information | The Company’s CODM is its Chief Executive Officer. The operating segments are aggregated into the three reportable segments described below. • Fleet Solutions provides payment processing, transaction processing, and information management services specifically designed for the needs of fleets of all sizes from small businesses to federal and state government fleets and over-the-road carriers. • Travel and Corporate Solutions focuses on the complex payment environment of global B2B payments, enabling customers to utilize our payments solutions to integrate into their own workflows and manage their accounts payable automation and spend management functions. • Health and Employee Benefit Solutions provides a SaaS platform for consumer directed healthcare benefits and a full-service benefit enrollment solution, bringing together benefits administration, certain compliance services and consumer-directed and benefits accounts. Additionally, the Company serves as the non-bank custodian to certain HSA assets. Prior to the sale of WEX Latin America, this operating segment additionally provided payroll-related benefits to customers. |
Basis of Presentation and Sum_3
Basis of Presentation and Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Schedule of New Accounting Pronouncements and Changes in Accounting Principles | The following table illustrates the adoption impact of ASU 2020-06: January 1, 2021 (In thousands) Prior to adoption Impact of As reported Long-term debt, net $ 2,874,113 $ 52,115 $ 2,926,228 Deferred income taxes, net (within total liabilities) 220,122 (12,109) 208,013 Additional paid-in capital 872,711 (41,982) 830,729 Retained earnings 1,286,976 1,976 1,288,952 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. Standard Description Date/Method of Adoption Effect on financial statements or other significant matters Not Yet Adopted as of December 31, 2021 ASU 2021-08, Business Combinations This standard requires acquirers within the scope of Subtopic 805-10 Business Combinations to recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with Topic 606. This will generally result in an acquirer recognizing and measuring acquired contract asset and liabilities consistent with how they were recognized and measured in an acquiree’s financial statements if they were prepared in accordance with GAAP. Previously, contract assets and contract liabilities acquired were recognized at their fair value on the acquisition date. Effective for fiscal years beginning after December 15, 2022. The Company will early adopt this ASU effective January 1, 2022. Adoption will not have any material effect on the consolidated financial statements and will be accounted for prospectively for business combinations in the scope of ASC 805. ASU 2020–04, Reference Rate Reform and ASU 2021-01, Reference Rate Reform: Scope These standards provide 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 these ASUs would have on its financial condition and results of operations. While the Company has not yet determined if and when it will adopt these standards, the adoption of such standards is not expected to have a material effect on the Company’s consolidated financial statements. |
Estimated Useful Lives | Depreciation and amortization for all other property, equipment and capitalized software is primarily computed using the straight-line method over the estimated useful lives shown below. Estimated Useful Lives Furniture, fixtures and equipment 3 to 5 years Internal-use computer software 1.5 to 5 years Computer software 3 years Property, equipment and capitalized software, net consist of the following: December 31, (In thousands) 2021 2020 Furniture, fixtures and equipment $ 84,361 $ 87,111 Computer software, including internal-use software 509,039 463,614 Leasehold improvements 25,208 32,111 Construction in progress 19,016 7,910 Total 637,624 590,746 Less: accumulated depreciation (458,093) (402,406) Total property, equipment and capitalized software, net $ 179,531 $ 188,340 |
Schedule of Internal-Use Software | Below are the amounts of internal-use computer software capitalized within property, equipment and capitalized software and the related amortization expense incurred on all internal-use computer software during the years ended December 31: (in thousands) 2021 2020 2019 Gross amounts capitalized for internal-use computer software (including construction-in-process) $ 77,808 $ 58,881 $ 74,432 Amounts expensed for amortization of internal-use computer software $ 74,189 $ 72,363 $ 57,821 |
Schedule of Capitalized Contract Cost | As of December 31, 2021, the Company had the following costs capitalized with respect to cloud computing arrangements on the consolidated balance sheet: Year Ended December 31, (in thousands) 2021 2020 Gross cloud computing costs (inclusive of in-process amounts) $ 10,269 $ 6,360 Accumulated amortization 2,529 387 Net cloud computing costs $ 7,740 $ 5,973 Included in prepaid expenses and other current assets $ 3,369 $ 4,570 Included in other assets $ 4,371 $ 1,403 |
Schedule of Net Earnings Attributable to Shareholders and Reconciliation of Basic and Diluted Shares | The following table summarizes net income (loss) attributable to shareholders and reconciles basic and diluted shares outstanding used in the earnings per share computations: Year ended December 31, (In thousands) 2021 2020 2019 Net income (loss) attributable to shareholders $ 137 $ (243,638) $ 99,006 Weighted average common shares outstanding – Basic 44,718 43,842 43,316 Dilutive impact of share-based compensation awards 1 594 — 453 Weighted average common shares outstanding – Diluted 45,312 43,842 43,769 1 Due to the Company’s net loss position for the year ended December 31, 2020, 0.5 million incremental shares that would otherwise have been dilutive, are excluded from the table above as the effect of including those shares would be anti-dilutive. For the years ended December 31, 2021, 2020 and 2019, an immaterial number of outstanding share-based compensation awards were excluded from the computation of diluted earnings per share under the treasury stock method, as the effect of including these awards would be anti-dilutive. |
Recent Accounting Pronounceme_2
Recent Accounting Pronouncements (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Changes and Error Corrections [Abstract] | |
Schedule of New Accounting Pronouncements and Changes in Accounting Principles | The following table illustrates the adoption impact of ASU 2020-06: January 1, 2021 (In thousands) Prior to adoption Impact of As reported Long-term debt, net $ 2,874,113 $ 52,115 $ 2,926,228 Deferred income taxes, net (within total liabilities) 220,122 (12,109) 208,013 Additional paid-in capital 872,711 (41,982) 830,729 Retained earnings 1,286,976 1,976 1,288,952 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. Standard Description Date/Method of Adoption Effect on financial statements or other significant matters Not Yet Adopted as of December 31, 2021 ASU 2021-08, Business Combinations This standard requires acquirers within the scope of Subtopic 805-10 Business Combinations to recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with Topic 606. This will generally result in an acquirer recognizing and measuring acquired contract asset and liabilities consistent with how they were recognized and measured in an acquiree’s financial statements if they were prepared in accordance with GAAP. Previously, contract assets and contract liabilities acquired were recognized at their fair value on the acquisition date. Effective for fiscal years beginning after December 15, 2022. The Company will early adopt this ASU effective January 1, 2022. Adoption will not have any material effect on the consolidated financial statements and will be accounted for prospectively for business combinations in the scope of ASC 805. ASU 2020–04, Reference Rate Reform and ASU 2021-01, Reference Rate Reform: Scope These standards provide 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 these ASUs would have on its financial condition and results of operations. While the Company has not yet determined if and when it will adopt these standards, the adoption of such standards is not expected to have a material effect on the Company’s consolidated financial statements. |
Revenue (Tables)
Revenue (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Summary of Disaggregation of Revenue | The following tables disaggregate our consolidated revenue: Year Ended December 31, 2021 (In thousands) Fleet Solutions Travel and Corporate Solutions Health and Employee Benefit Solutions Total Topic 606 revenues Payment processing revenue $ 513,365 $ 274,092 $ 71,533 $ 858,990 Account servicing revenue 17,631 44,157 314,351 376,139 Other revenue 81,531 3,628 25,521 110,680 Topic 606 revenues $ 612,527 $ 321,877 $ 411,405 $ 1,345,809 Non-Topic 606 revenues $ 498,888 $ 3,041 $ 2,804 $ 504,733 Total revenues $ 1,111,415 $ 324,918 $ 414,209 $ 1,850,542 Year Ended December 31, 2020 (In thousands) Fleet Solutions Travel and Corporate Solutions Health and Employee Benefit Solutions Total Topic 606 revenues Payment processing revenue $ 404,843 $ 229,144 $ 64,904 $ 698,891 Account servicing revenue 17,512 41,927 253,706 313,145 Other revenue 78,620 2,559 35,734 116,913 Topic 606 revenues $ 500,975 $ 273,630 $ 354,344 $ 1,128,949 Non-Topic 606 revenues $ 417,335 $ 4,210 $ 9,375 $ 430,920 Total revenues $ 918,310 $ 277,840 $ 363,719 $ 1,559,869 Year Ended December 31, 2019 (In thousands) Fleet Solutions Travel and Corporate Solutions Health and Employee Benefit Solutions Total Topic 606 revenues Payment processing revenue $ 457,244 $ 303,385 $ 64,963 $ 825,592 Account servicing revenue 17,709 43,293 205,524 266,526 Other revenue 83,765 3,340 28,225 115,330 Topic 606 revenues $ 558,718 $ 350,018 $ 298,712 $ 1,207,448 Non-Topic 606 revenues $ 479,677 $ 17,808 $ 18,758 $ 516,243 Total revenues $ 1,038,395 $ 367,826 $ 317,470 $ 1,723,691 |
Contract with Customer, Asset and Liability | The following table provides information about these contract balances: (In thousands) Contract balance Location on the consolidated balance sheets December 31, 2021 December 31, 2020 Receivables Accounts receivable, net $ 49,303 $ 43,541 Contract assets Prepaid expenses and other current assets $ 8,975 $ 5,495 Contract assets Other assets $ 40,718 $ 19,927 Contract liabilities Other current liabilities $ 9,123 $ 8,530 Contract liabilities Other liabilities $ 58,900 $ 24,614 Refund liabilities Accrued expenses $ — $ 5,265 |
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. (In thousands) 2022 2023 2024 2025 2026 Thereafter Total Minimum monthly fees 1 $ 69,104 $ 40,313 $ 17,597 $ 5,959 $ 873 $ — $ 133,846 Professional services 2 5,540 66 3 3 — — 5,612 Other 3 5,648 6,855 11,604 16,417 19,961 30,426 90,911 Total remaining performance obligations $ 80,292 $ 47,234 $ 29,204 $ 22,379 $ 20,834 $ 30,426 $ 230,369 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. 3 Represents deferred revenue associated with remaining payment processing service obligations. |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Business Acquisitions | (In thousands) Purchase price $ 96,992 Reduction in: Non-controlling interest 1 (13,077) Accumulated other comprehensive income (2,284) Additional paid-in capital 2 (81,631) 1 Reduces non-controlling interest to zero as of the acquisition date. 2 In conjunction with the acquisition, the Company incurred $0.5 million in acquisition costs, which further reduced additional paid-in capital. 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) As Reported Measurement Period Adjustments As Reported Cash consideration transferred, net of $232,155 in cash and restricted cash acquired $ 383,204 $ 119 $ 383,323 Less: legal settlement (162,500) — (162,500) Total consideration, net $ 220,704 $ 119 $ 220,823 Less: Accounts receivable 14,449 — 14,449 Property and equipment 876 — 876 Customer relationships (a)(c) 79,923 (32,323) 47,600 Developed technologies (b)(c) 63,125 (56,825) 6,300 License agreements 4,208 (4,208) — Deferred income tax asset 9,424 3,552 12,976 Other assets 16,605 — 16,605 Accounts payable (16,244) — (16,244) Accrued expenses (21,898) — (21,898) Restricted cash payable (186,956) — (186,956) Deferred income tax liability (20,152) 12,385 (7,767) Other liabilities (14,540) (888) (15,428) Recorded goodwill $ 291,884 $ 78,426 $ 370,310 (a) Weighted average life - 7.3 years. (b) Weighted average life - 0.5 years. (c) The weighted average life of the $53.9 million of amortizable intangible assets acquired in this business combination is 6.5 years. |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The following is a summary of the preliminary allocation of the purchase price to the assets and liabilities acquired, based on the estimated fair value at the date of acquisition: (In thousands) As Reported Cash consideration transferred, net of $15.0 million in cash and restricted cash acquired $ 259,061 Less: Accounts receivable 3,103 Customer relationships (a)(d) 84,400 Developed technologies (b)(d) 19,600 Non-compete (c)(d) 2,150 Other assets 4,387 Accrued expenses (3,498) Restricted cash payable (14,328) Other liabilities (5,177) Recorded goodwill $ 168,424 (a) Weighted average life -9.3 years. (b) Weighted average life - 3.6 years. (c) Weighted average life -2.5 years. (d) The weighted average life of the $106.2 million of amortizable intangible assets acquired in this business combination is 8.1 years. |
Business Acquisition, Pro Forma Information | The following represents unaudited pro forma operational results, which include the impact of measurement period adjustments recorded during the year ended December 31, 2021: Year Ended December 31, (In thousands, except per share data) 2020 2019 Total revenues $ 1,610,216 $ 1,876,494 Net loss attributable to shareholders $ (49,480) $ (62,315) Net loss attributable to shareholders per share: Basic $ (1.13) $ (1.44) Diluted $ (1.13) $ (1.44) The following represents unaudited pro forma operational results: Year Ended December 31, (In thousands, except per share data) 2019 Total revenues $ 1,742,797 Net income attributable to shareholders $ 113,851 Net income attributable to shareholders per share: Basic $ 2.63 Diluted $ 2.60 |
Sale of Subsidiary (Tables)
Sale of Subsidiary (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
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 |
Allowance for Accounts Receiv_2
Allowance for Accounts Receivable (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
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: Year ended December 31, 2021 (In thousands) Fleet Solutions Travel and Corporate Solutions Health and Employee Benefit Solutions Total Balance, beginning of year $ 49,267 $ 9,610 $ 270 $ 59,147 Provision for credit losses 1 37,808 6,967 339 45,114 Other 2 17,631 5 — 17,636 Charge-offs (54,686) (6,900) (198) (61,784) Recoveries of amounts previously charged-off 6,727 549 206 7,482 Currency translation (989) (300) — (1,289) Balance, end of year $ 55,758 $ 9,931 $ 617 $ 66,306 Year ended December 31, 2020 (In thousands) Fleet Solutions Travel and Corporate Solutions Health and Employee Benefit Solutions Total Balance, beginning of year $ 50,010 $ 5,765 $ 8,076 $ 63,851 Provision for credit losses 1 56,620 21,610 213 78,443 Other 2 19,019 — — 19,019 Charge-offs 3 (88,091) (18,787) (5,419) (112,297) Recoveries of amounts previously charged-off 10,421 175 17 10,613 Currency translation 1,288 847 (2,617) (482) Balance, end of year $ 49,267 $ 9,610 $ 270 $ 59,147 1 The provision is comprised of estimated credit losses based on the Company’s loss-rate experience and includes adjustments required for forecasted credit loss information. The provision for credit losses reported within this table also includes the provision for fraud losses. 2 Consists primarily of charges to other accounts. 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 represent the offset against the late fee revenue recognized when the Company establishes a reserve for such waived amounts. 3 For the year ended December 31, 2020, 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, shown in each case as a percentage of total trade accounts receivable: December 31, Delinquency Status 2021 2020 29 days or less past due 98 % 97 % 59 days or less past due 99 % 98 % |
Investment Securities (Tables)
Investment Securities (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Investments, Debt and Equity Securities [Abstract] | |
Available-For-Sale Securities | The Company’s amortized cost and estimated fair value of investment securities as of December 31, 2021 and 2020, are presented below: (In thousands) Amortized Cost Total Total Fair Value (a) 2021 Current: Debt securities: U.S. treasury notes $ 308,058 $ 250 $ 1,113 $ 307,195 Corporate debt securities 355,102 30 3,289 351,843 Municipal bonds 31,273 44 149 31,168 Asset-backed securities 120,774 24 587 120,211 Mortgage-backed securities 139,590 11 1,341 138,260 Total (d) $ 954,797 $ 359 $ 6,479 $ 948,677 Non-current: Debt securities: Municipal bonds $ 3,107 $ 1 $ — $ 3,108 Asset-backed securities 167 1 — 168 Mortgage-backed securities 121 2 — 123 Mutual fund 27,999 — 748 27,251 Pooled investment fund 9,000 — — 9,000 Total (b) $ 40,394 $ 4 $ 748 $ 39,650 Total investment securities (c) $ 995,191 $ 363 $ 7,227 $ 988,327 2020 Non-current: Debt securities: Municipal bonds $ 195 $ 2 $ — $ 197 Asset-backed securities 211 — 1 210 Mortgage-backed securities 133 5 — 138 Mutual fund 27,680 48 — 27,728 Pooled investment fund 9,000 — — 9,000 Total (b) $ 37,219 $ 55 $ 1 $ 37,273 Total investment securities (b)(c) $ 37,219 $ 55 $ 1 $ 37,273 (a) The Company’s methods for measuring the fair value of its investment securities are discussed in Note 18, Fair Value. (b) These investments are not deemed available for current operations and have been classified as non-current on the consolidated balance sheets. (c) Excludes $11.3 million and $9.6 million in equity securities as of December 31, 2021 and 2020, respectively, included in prepaid expenses and other current assets and other assets on the consolidated balance sheets. See Note 17, Employee Benefit Plans, for additional information. (d) These investments are custodial assets managed and invested by WEX Bank through an investment manager. They are classified as current on the consolidated balance sheets, even though the stated maturity date may be one year or more beyond the current balance sheet date, as the Company views these securities as available for use in current operations, if needed. |
Schedule of Unrealized Loss on Investments | Unrealized losses on the Company’s debt securities as of December 31, 2020 were insignificant. Less than one year (In thousands) Fair Value Gross Unrealized Losses Investment-grade rated debt securities: U.S. treasury notes $ 268,839 $ 1,113 Corporate debt securities $ 336,777 $ 3,289 Municipal bonds $ 24,049 $ 149 Asset-backed securities $ 101,983 $ 587 Mortgage-backed securities $ 132,737 $ 1,341 |
Maturity Dates Of Available-For-Sale Securities | The following table summarizes the contractual maturity dates of the Company’s debt securities. December 31, 2021 2020 (In thousands) Net Carrying Amount Fair Value Net Carrying Amount Fair Value Due after 1 year through year 5 $ 369,485 $ 366,605 $ — $ — Due after 5 years through year 10 369,131 367,536 236 236 Due after 10 years 219,576 217,935 303 309 Total $ 958,192 $ 952,076 $ 539 $ 545 |
Property, Equipment and Capit_2
Property, Equipment and Capitalized Software, Net (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Schedule Of Property, Equipment And Capitalized Software, Net | Depreciation and amortization for all other property, equipment and capitalized software is primarily computed using the straight-line method over the estimated useful lives shown below. Estimated Useful Lives Furniture, fixtures and equipment 3 to 5 years Internal-use computer software 1.5 to 5 years Computer software 3 years Property, equipment and capitalized software, net consist of the following: December 31, (In thousands) 2021 2020 Furniture, fixtures and equipment $ 84,361 $ 87,111 Computer software, including internal-use software 509,039 463,614 Leasehold improvements 25,208 32,111 Construction in progress 19,016 7,910 Total 637,624 590,746 Less: accumulated depreciation (458,093) (402,406) Total property, equipment and capitalized software, net $ 179,531 $ 188,340 |
Goodwill and Other Intangible_2
Goodwill and Other Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Changes in Goodwill | The changes in goodwill during the period January 1 to December 31, 2021 were as follows: (In thousands) Fleet Travel and Corporate Solutions Segment Health and Employee Benefit Solutions Segment Total Gross goodwill, January 1, 2021 $ 1,392,711 $ 751,398 $ 608,204 $ 2,752,313 Current year acquisition — — 168,424 168,424 Measurement period adjustments — 78,426 — 78,426 Foreign currency translation (12,139) (14,792) — (26,931) Gross goodwill, December 31, 2021 $ 1,380,572 $ 815,032 $ 776,628 $ 2,972,232 Accumulated impairment, January 1, 2021 $ (54,240) $ (9,935) $ — $ (64,175) Accumulated impairment, December 31, 2021 $ (54,240) $ (9,935) $ — $ (64,175) Net goodwill, January 1, 2021 $ 1,338,471 $ 741,463 $ 608,204 $ 2,688,138 Net goodwill, December 31, 2021 $ 1,326,332 $ 805,097 $ 776,628 $ 2,908,057 The changes in goodwill during the period January 1 to December 31, 2020 were as follows: (In thousands) Fleet Travel and Corporate Solutions Segment Health and Employee Benefit Solutions Total Gross goodwill, January 1, 2020 $ 1,378,107 $ 455,007 $ 622,109 $ 2,455,223 2020 acquisitions — 291,884 — 291,884 Sale of subsidiary (3,225) — (9,936) (13,161) Foreign currency translation 17,829 4,507 (3,969) 18,367 Gross goodwill, December 31, 2020 $ 1,392,711 $ 751,398 $ 608,204 $ 2,752,313 Accumulated impairment, January 1, 2020 $ (4,087) $ (9,935) $ — $ (14,022) Sale of subsidiary 3,225 — — 3,225 WEX Fleet Europe impairment (53,378) — — (53,378) Accumulated impairment, December 31, 2020 $ (54,240) $ (9,935) $ — $ (64,175) Net goodwill, January 1, 2020 $ 1,374,020 $ 445,072 $ 622,109 $ 2,441,201 Net goodwill, December 31, 2020 $ 1,338,471 $ 741,463 $ 608,204 $ 2,688,138 |
Definite-Lived Intangible Assets | Other intangible assets consist of the following: December 31, 2021 December 31, 2020 (in thousands) Gross Accumulated Net Carrying Gross Accumulated Net Carrying Definite-lived intangible assets Acquired software and developed technology $ 288,772 $ (192,715) $ 96,057 $ 327,134 $ (164,245) $ 162,889 Customer relationships 1,888,735 (733,008) 1,155,727 1,842,709 (608,178) 1,234,531 Contractual rights 1 263,417 (8,847) 254,570 — — — Licensing agreements 145,718 (41,378) 104,340 152,805 (35,010) 117,795 Non-compete agreement 2,150 (251) 1,899 — — — Patent 2,401 (2,401) — 2,549 (2,549) — Trade names and brand names 61,704 (31,001) 30,703 61,978 (25,181) 36,797 Total $ 2,652,897 $ (1,009,601) $ 1,643,296 $ 2,387,175 $ (835,163) $ 1,552,012 1 Contractual rights represent intangible rights to serve as custodian or sub-custodian to certain HSAs acquired from the HealthcareBank division of Bell Bank. See Note 4, Acquisitions for more information. |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense | The following table presents the estimated amortization expense related to the definite-lived intangible assets listed above for each of the next five fiscal years: (in thousands) 2022 $ 170,899 2023 $ 174,368 2024 $ 165,286 2025 $ 154,340 2026 $ 145,943 |
Accounts Payable (Tables)
Accounts Payable (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Payables and Accruals [Abstract] | |
Schedule Of Accounts Payable | Accounts payable consists of: December 31, (In thousands) 2021 2020 Merchant payables $ 880,075 $ 647,090 Other payables 141,836 131,117 Accounts payable $ 1,021,911 $ 778,207 |
Deposits (Tables)
Deposits (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
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: December 31, (in thousands) 2021 2020 Interest-bearing money market deposits 1 $ 370,813 $ 439,894 Customer deposits 129,180 116,694 HSA deposits 2 960,000 — Contractual deposits with maturities within 1 year 1,3,4 566,427 354,807 Short-term deposits 2,026,420 911,395 Contractual deposits with maturities greater than 1 year and less than 5 years 1,3,4 652,214 148,591 Total deposits $ 2,678,634 $ 1,059,986 Weighted average cost of HSA deposits outstanding 0.03 % — % Weighted average cost of funds on contractual deposits outstanding 0.48 % 1.81 % Weighted average cost of interest-bearing money market deposits outstanding 0.20 % 0.27 % 1 As of December 31, 2021 and 2020, all certificates of deposit and money market deposits were in denominations of $250 thousand or less, corresponding to FDIC deposit insurance limits. 2 Deposits held associated with the HSA custodial assets managed and invested by WEX Bank through an investment manager. 3 Original maturities range from 9 months to 5 years, with interest rates ranging from 0.12 percent to 3.52 percent as of December 31, 2021. At December 31, 2020, original maturities ranged from 1 year to 5 years with coupon interest rates ranging from 1.35 percent to 3.52 percent. 4 Includes certificates of deposit and certain money market deposits, which have a fixed maturity and interest rate. |
Schedule of Average Interest Rates | The following table presents the average interest rates on contractual deposits, HSA deposits and interest-bearing money market deposits for the years ended: December 31, (in thousands) 2021 2020 2019 Average interest rate: Contractual deposits outstanding 1 0.78 % 2.21 % 2.46 % HSA deposits 0.03 % — % — % Interest-bearing money market deposits 0.22 % 0.61 % 2.28 % 1 Includes certificates of deposit and certain money market deposits, which have a fixed maturity and interest rate. |
Derivative Instruments (Tables)
Derivative Instruments (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Notional Amounts of Outstanding Derivative Positions | A summary of the Company’s interest rate swap contracts with a collective notional amount of $1.9 billion outstanding as of December 31, 2021 is as follows: Contract Inception Date Contract End Date Fixed Interest Rates 1 Notional Amount at inception ( in thousands ) December 2017 December 2022 2.204% $ 300,000 March 2020 March 2023 1.954% 150,000 March 2019 March 2023 1.956% 100,000 March 2019 March 2023 2.413% 200,000 March 2020 December 2023 1.862% 200,000 May 2021 May 2024 0.435% 150,000 May 2021 May 2024 0.440% 150,000 May 2021 May 2025 0.678% 300,000 May 2021 May 2026 0.909% 150,000 May 2021 May 2026 0.910% 150,000 1 Fixed interest rates payable by WEX. Counterparties pay floating rate equal to the one-month USD LIBOR. |
Location and Amounts of Derivative Gains and Losses | The following table presents information on the location and amounts of interest rate swap gains and losses: (In thousands) Year ended December 31, Derivatives Location of Gain (Loss) Recognized in Consolidated Statements of Operations 2021 2020 2019 Interest rate swap contracts – Net unrealized gain (loss) on financial instruments $ 39,986 $ (27,569) $ (35,363) Interest rate swap contracts – Financing interest expense $ 25,650 $ 15,842 $ (5,411) |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Components Of Income Before Income Taxes | Income before income taxes consisted of the following: Year ended December 31, (In thousands) 2021 2020 2019 United States $ 194,358 $ (163,014) $ 178,235 Foreign 9,588 (138,067) 38,281 Total $ 203,946 $ (301,081) $ 216,516 |
Components Of Income Tax Expense (Benefit) | Income taxes from continuing operations consisted of the following for the years ended December 31: (In thousands) United States State Foreign Total 2021 Current $ 37,001 $ 7,104 $ 10,824 $ 54,929 Deferred $ (7,374) $ 6,448 $ 13,804 $ 12,878 Income taxes $ 67,807 2020 Current $ (7,546) $ 2,509 $ 13,782 $ 8,745 Deferred $ (22,568) $ (4,943) $ (1,831) $ (29,342) Income taxes $ (20,597) 2019 Current $ 20,748 $ 4,486 $ 16,322 $ 41,556 Deferred $ 19,946 $ 3,831 $ (4,110) $ 19,667 Income taxes $ 61,223 |
Reconciliation Of Provision Of Income Taxes | The reconciliation between the income tax computed by applying the U.S. federal statutory rate and the reported effective tax rate on income from continuing operations is as follows: Year ended December 31, (In thousands except for tax rates) 2021 2020 2019 Federal statutory rate 21.0 % 21.0 % 21.0 % State income taxes (net of federal income tax benefit) 2.9 1.6 1.4 Foreign income tax rate differential 1.3 3.3 0.8 Revaluation of deferred tax assets for foreign and state tax rate changes, net 0.3 (1.9) (1.0) Loss on sale of subsidiary — (2.3) — Legal settlement — (5.1) — Purchase accounting adjustments 1 — 4.3 — Tax credits (6.2) — (0.5) Tax reserves 0.5 (0.1) 0.8 Withholding taxes — (0.1) 0.7 Change in valuation allowance 16.1 (13.5) 3.1 Nondeductible expenses 3.2 (1.6) 2.3 Incremental tax benefit from share-based compensation awards (5.7) 0.2 (2.0) GILTI — — 0.5 Other (0.2) 1.0 1.2 Effective tax rate 33.2 % 6.8 % 28.3 % |
Deferred Tax Assets And Liabilities | The tax effects of temporary differences in the recognition of income and expense for tax and financial reporting purposes that give rise to significant portions of the deferred tax assets and liabilities are presented below: December 31, (In thousands) 2021 2020 Deferred tax assets related to: Reserve for credit losses $ 14,355 $ 14,484 Tax credit carryforwards 12,480 1,371 Stock-based compensation, net 23,337 21,376 Net operating loss carry forwards 52,820 45,612 Capital loss carry forwards 26,628 28,211 Accruals 42,669 29,477 Operating lease liabilities 23,155 24,142 Deferred financing costs 4,364 — Contractual obligations 16,891 — Other 4,325 9,013 Total $ 221,024 $ 173,686 Deferred tax liabilities related to: Deferred financing costs $ — $ (13,590) Property, equipment and capitalized software (33,903) (34,232) Intangibles (260,365) (247,361) Operating lease assets (19,135) (20,425) Other liabilities — (107) Total $ (313,403) $ (315,715) Valuation allowance (94,951) (60,569) Deferred income taxes, net $ (187,330) $ (202,598) |
Net Deferred Tax Assets By Jurisdiction | Net deferred tax (liabilities) assets by jurisdiction are as follows: December 31, (In thousands) 2021 2020 United States $ (187,978) $ (201,739) Australia 1,290 4,009 Europe 4,151 14,839 Singapore (4,978) (19,863) Other 185 156 Deferred income taxes, net $ (187,330) $ (202,598) |
Reconciliation Of Unrecognized Tax Benefits | A reconciliation of the beginning and ending amount of gross unrecognized tax benefits excluding interest and penalties is as follows: Year ended December 31, (In thousands) 2021 2020 2019 Beginning balance $ 4,133 $ 10,320 $ 8,996 Increases related to prior year tax positions 830 — 1,727 Decreases related to prior year tax positions — (826) (39) Settlements — (5,361) (364) Ending balance $ 4,963 $ 4,133 $ 10,320 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Supplemental Balance Sheet Information Related to Leases | The following table presents supplemental balance sheet information related to our operating leases: (In thousands) Balance Sheet Location December 31, 2021 December 31, 2020 Assets Operating lease right-of-use assets Other assets $ 79,484 $ 85,034 Liabilities Current operating lease liabilities Other current liabilities 15,501 16,445 Non-current operating lease liabilities Other liabilities 81,046 82,969 Total lease liabilities $ 96,547 $ 99,414 |
Schedule of Lease Term and Discount Rate | The following table presents the weighted average remaining lease term and discount rate: Operating leases December 31, 2021 December 31, 2020 Weighted average remaining term (in years) 9.5 10.2 Weighted average discount rate 4.4 % 4.5 % The following table presents supplemental cash flow and other information related to our leases: (In thousands) December 31, 2021 December 31, 2020 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 16,464 $ 14,511 Non-cash transactions: Right-of-use assets obtained in exchange for lease liabilities $ 14,613 $ 32,469 |
Schedule of Maturities of Lease Liabilities | Maturities of our operating lease liabilities are as follows: (In thousands) December 31, 2021 2022 $ 19,418 2023 15,262 2024 12,409 2025 10,002 2026 8,667 Thereafter 53,358 Total lease payments $ 119,116 Less: Imputed interest (22,569) Total lease obligations $ 96,547 Less: Current portion of lease obligations (15,501) Long-term lease obligations $ 81,046 |
Financing and Other Debt (Table
Financing and Other Debt (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Outstanding Debt | The following table summarizes the Company’s total outstanding debt by type: Year ended December 31, (In thousands) 2021 2020 Revolving line-of-credit facility under Amended and Restated Credit Agreement $ 119,800 $ — Tranche A term loan 941,742 873,777 Tranche B term loan 1,431,185 1,442,368 Term loans under Amended and Restated Credit Agreement 2,372,927 2,316,145 Notes outstanding — 400,000 Convertible Notes outstanding 310,000 310,000 Securitized debt 100,861 85,945 Participation debt 1,500 — Borrowed federal funds — 20,000 Total gross debt $ 2,905,088 $ 3,132,090 The following table summarizes the Company’s total outstanding debt by balance sheet classification: Year ended December 31, (In thousands) 2021 2020 Current portion of gross debt $ 165,703 $ 170,556 Less: Unamortized debt issuance costs/debt discount (9,934) (17,826) Short-term debt, net $ 155,769 $ 152,730 Long-term portion of gross debt $ 2,739,385 $ 2,961,534 Less: Unamortized debt issuance costs/debt discount (44,020) (87,421) Long-term debt, net $ 2,695,365 $ 2,874,113 Supplemental information under Amended and Restated Credit Agreement: Letters of credit 1 $ 51,392 $ 51,628 Remaining borrowing capacity on revolving credit facility 2 $ 758,808 $ 818,372 1 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) December 31, 2021 December 31, 2020 Principal $ 310,000 $ 310,000 Less: Unamortized discounts (12,844) (66,755) Less: Unamortized issuance cost (2,068) (2,358) Net carrying amount of Convertible Notes 1 $ 295,088 $ 240,887 Equity component 2 $ — $ 54,689 1 Recorded within long-term debt, net on our consolidated balance sheet. 2 Represents the proceeds allocated to the conversion option, or debt discount, recorded within additional paid-in capital on the consolidated balance sheet through December 31, 2020. Additional paid-in capital on the consolidated balance sheet through December 31, 2020 was further reduced by $0.6 million of issuance costs and $13.6 million in taxes associated with the equity component. Effective January 1, 2021, the Convertible Notes and its conversion feature were accounted for as a single unit of account. The following table sets forth total interest expense recognized for the Convertible Notes: (In thousands) Year Ended December 31, 2021 Year Ended December 31, 2020 Interest on 6.5% coupon $ 20,150 $ 10,019 Amortization of debt discount and debt issuance costs 2,086 3,414 $ 22,236 $ 13,433 |
Summary of Annual Principal Payments | The table below summarizes the Company’s annual principal payments on its total debt for each of the next five years: (In thousands) 2022 $ 165,703 2023 $ 63,342 2024 $ 63,342 2025 $ 63,342 2026 $ 880,275 |
Fair Value (Tables)
Fair Value (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
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: December 31, (In thousands) Fair Value Hierarchy 2021 2020 Financial Assets: Money market mutual funds 1 1 $ 3,670 $ 335,449 Investment securities, current: Debt securities: U.S. treasury notes 2 307,195 — Corporate debt securities 2 351,843 — Municipal bonds 2 31,168 — Asset-backed securities 2 120,211 — Mortgage-backed securities 2 138,260 — Total $ 948,677 $ — Investment securities, non-current: Debt securities: Municipal bonds 2 $ 3,108 $ 197 Asset-backed securities 2 168 210 Mortgage-backed securities 2 123 138 Pooled investment fund measured at NAV 2 9,000 9,000 Fixed-income mutual fund 1 27,251 27,728 Total $ 39,650 $ 37,273 Executive deferred compensation plan trust 3 1 $ 11,303 $ 9,586 Interest rate swaps 4 2 $ 15,031 $ — Liabilities: Interest rate swaps 4 2 $ 19,982 $ 44,938 Contingent consideration 5 3 $ 67,300 $ — 1 The fair value is recorded in cash and cash equivalents. 2 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 amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the consolidated balance sheets. 3 The fair value of these assets is recorded as current or long-term based on the timing of the Company's executive deferred compensation plan payment obligations. At December 31, 2021, $1.6 million and $9.7 million in fair value is recorded within prepaid expenses and other current assets and other assets, respectively. At December 31, 2020, $0.9 million and $8.7 million in fair value is recorded within prepaid expenses and other current assets and other assets, respectively. 4 The fair value of these assets and liabilities is recorded as current or long-term depending on the timing of expected discounted cash flows. At December 31, 2021, $0.1 million and $14.9 million in fair value is recorded within prepaid expenses and other current assets and other assets, respectively. At December 31, 2021, $17.6 million and $2.4 million in fair value is recorded within other current liabilities and other liabilities, respectively. At December 31, 2020, $22.0 million and $22.9 million in fair value is recorded within other current liabilities and other liabilities, respectively. 5 The fair value of this liability is recorded in other liabilities. |
Schedule of Pooled Investment Fund | Pooled Investment Fund (In thousands) Fair Value Unfunded Commitments Redemption Frequency Redemption Notice Period Pooled investment fund, as of December 31, 2021 $ 9,000 — Monthly 30 days |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation | Changes in the contingent consideration derivative liability are measured at fair value on a recurring basis using unobservable inputs (Level 3) and during the year ended December 31, 2021 are as follows: (In thousands) Fair Value Contingent consideration – January 1, 2021 $ — Contingent consideration recorded as a result of the acquisition (Note 4) 27,200 Change in estimated fair value 40,100 Contingent consideration – December 31, 2021 $ 67,300 |
Redeemable Non-Controlling In_2
Redeemable Non-Controlling Interest (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Noncontrolling Interest [Abstract] | |
Redeemable Noncontrolling Interest | The following table presents the changes in the Company’s redeemable non-controlling interest: Year Ended December 31, (In thousands) 2021 2020 Balance, beginning of year $ 117,219 $ 156,879 Repurchase of non-controlling interest (11,191) — Contribution from non-controlling interest 12,457 — Net income attributable to redeemable non-controlling interest 465 652 Change in value of redeemable non-controlling interest 135,156 (40,312) Balance, end of year $ 254,106 $ 117,219 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Schedule Of Restricted Stock Units | The following is a summary of RSU activity during the year ended December 31, 2021: (In thousands except per share data) Units Weighted-Average Unvested at January 1, 2021 472 $ 145.77 Granted 229 194.41 Vested, including 55 shares withheld for tax 1 (175) 139.08 Forfeited (41) 169.13 Unvested at December 31, 2021 485 $ 169.19 1 The Company withholds shares of common stock to pay the minimum required statutory taxes due upon RSU vesting. Cash is then remitted by the Company to the appropriate taxing authorities. |
Schedule Of Assumptions Used, Options | The key inputs for the fair values and other relevant information by grant date are outlined below: Grant date 3/15/2021 6/24/2020 6/24/2020 2 3/16/2020 3 3/20/2019 3 Risk-free interest rate 0.29% 0.21% 0.21% 0.20% 0.18% Stock price 1 $226.02 $160.14 $160.14 $173.15 $173.15 Expected stock price volatility 53.65% 47.72% 47.72% 51.32% 62.29% Weighted-average fair value per share 1 $238.92 $264.17 $240.55 $280.93 $188.21 1 At the date of grant or modification date, whichever is applicable. 2 CEO-only award; Has a one-year post-vesting holding period. 3 Awards modified on June 23, 2020. 2021 2020 2019 Weighted average grant date fair value $ 92.82 $ 35.13 $ 58.28 Weighted average expected term (in years) 6 6 6 Weighted average exercise price $ 226.02 $ 109.66 $ 184.81 Expected stock price volatility 41.81 % 32.37 % 27.21 % Risk-free interest rate 1.05 % 0.58 % 2.37 % |
Schedule Of Performance Based Restricted Stock Units | The following is a summary of PBRSU activity during the year ended December 31, 2021: (In thousands except per share data) Shares Weighted-Average Unvested at January 1, 2021 582 $ 170.05 Granted 148 236.44 Forfeited (56) 219.29 Vested, including 54 shares withheld for tax 1 (150) 157.55 Performance adjustment 2, 3 33 NM Unvested at December 31, 2021 3 557 $ 230.01 NM - Not meaningful 1 The Company withholds shares of common stock to pay the minimum required statutory taxes due upon PBRSU vesting. Cash is then remitted by the Company to the appropriate taxing authorities. 2 Reflects adjustments to the number of shares of PBRSUs expected to vest based on the change in estimated performance attainments during the year ended December 31, 2021. 3 The impact on awards as a result of expected market condition attainments is not reflected in this table until the attainment measurement period concludes. |
Schedule Of Stock Option Activity | The following is a summary of all stock option activity during the year ended December 31, 2021: (In thousands, except per share data) Shares Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term (in years) Aggregate Intrinsic Value Outstanding at January 1, 2021 1,043 $ 115.72 Granted 119 226.02 Exercised (432) 102.40 Forfeited or expired (26) 147.28 Outstanding at December 31, 2021 704 $ 141.42 7.1 $ 14,850 Exercisable on December 31, 2021 399 $ 125.95 6.1 $ 10,036 Vested and expected to vest at December 31, 2021 300 $ 161.14 8.5 $ 4,768 |
Segment Information (Tables)
Segment Information (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Segment Reporting [Abstract] | |
Reportable Segment Results | The following tables present the Company’s reportable segment revenues: Year Ended December 31, 2021 (In thousands) Fleet Solutions Travel and Corporate Solutions Health and Employee Benefit Solutions Total Payment processing revenue $ 513,365 $ 274,092 $ 71,533 $ 858,990 Account servicing revenue 168,350 44,157 314,351 526,858 Finance fee revenue 254,306 873 144 255,323 Other revenue 175,394 5,796 28,181 209,371 Total revenues $ 1,111,415 $ 324,918 $ 414,209 $ 1,850,542 Interest income $ 1,813 $ 14 $ 2,659 $ 4,486 Year Ended December 31, 2020 (In thousands) Fleet Solutions Travel and Health and Total Payment processing revenue $ 404,843 $ 229,144 $ 64,904 $ 698,891 Account servicing revenue 153,823 41,927 253,706 449,456 Finance fee revenue 197,307 1,079 137 198,523 Other revenue 162,337 5,690 44,972 212,999 Total revenues $ 918,310 $ 277,840 $ 363,719 $ 1,559,869 Interest income $ 4,326 $ 272 $ 1,252 $ 5,850 Year Ended December 31, 2019 (In thousands) Fleet Solutions Travel and Health and Total Payment processing revenue $ 457,244 $ 303,385 $ 64,963 $ 825,592 Account servicing revenue 164,735 43,293 205,524 413,552 Finance fee revenue 245,082 2,086 150 247,318 Other revenue 171,334 19,062 46,833 237,229 Total revenues $ 1,038,395 $ 367,826 $ 317,470 $ 1,723,691 Interest income $ 6,249 $ 1,521 $ 1,534 $ 9,304 |
Reconciliation Of Adjusted Net Income To Net (Loss) Income | The following table reconciles total segment adjusted operating income to income (loss) before income taxes: Year ended December 31, (In thousands) 2021 2020 2019 Segment adjusted operating income Fleet Solutions $ 557,083 $ 383,502 $ 485,539 Travel and Corporate Solutions 86,860 62,096 168,786 Health and Employee Benefit Solutions 104,408 96,769 80,283 Total segment adjusted operating income $ 748,351 $ 542,367 $ 734,608 Reconciliation: Total segment adjusted operating income $ 748,351 $ 542,367 $ 734,608 Less: Unallocated corporate expenses 78,218 62,938 67,982 Acquisition-related intangible amortization 181,694 171,144 159,431 Other acquisition and divestiture related items 40,533 57,787 37,675 Legal settlement — 162,500 — Impairment charges — 53,378 — Loss on sale of subsidiary — 46,362 — Debt restructuring costs 6,185 535 11,062 Stock-based compensation 76,550 65,841 47,511 Other costs 23,171 13,555 25,106 Operating income (loss) $ 342,000 $ (91,673) $ 385,841 Financing interest expense (128,422) (157,080) (134,677) Net foreign currency loss (12,339) (25,783) (926) Other income 3,617 491 932 Change in fair value of contingent consideration (40,100) — — Net unrealized gain (loss) on financial instruments 39,190 (27,036) (34,654) Income (loss) before income taxes $ 203,946 $ (301,081) $ 216,516 |
Revenue from External Customers by Geographic Areas | Revenue by principal geographic area, based on the country in which the sale originated, was as follows: Year ended December 31, (In thousands) 2021 2020 2019 United States $ 1,642,747 $ 1,401,144 $ 1,535,985 Other international 1 207,795 158,725 187,706 Total revenues $ 1,850,542 $ 1,559,869 $ 1,723,691 |
Schedule Of Property and Equipment By Geographic Data | Net property, equipment and capitalized software by principal geographic area was as follows: Year ended December 31, (In thousands) 2021 2020 2019 United States $ 170,626 $ 176,348 $ 200,101 Other international 1 8,905 11,992 12,374 Net property, equipment and capitalized software $ 179,531 $ 188,340 $ 212,475 |
Supplementary Regulatory Capi_2
Supplementary Regulatory Capital Disclosure (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
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 December 31, 2021 Total Capital to risk-weighted assets $ 402,406 12.63 % $ 254,984 8.00 % $ 318,731 10.00 % Tier 1 Capital to average assets $ 366,121 8.75 % $ 167,317 4.00 % $ 209,147 5.00 % Common equity to risk-weighted assets $ 366,121 11.49 % $ 143,429 4.50 % $ 207,175 6.50 % Tier 1 Capital to risk-weighted assets $ 366,121 11.49 % $ 191,238 6.00 % $ 254,984 8.00 % December 31, 2020 Total Capital to risk-weighted assets $ 299,136 15.04 % $ 159,148 8.00 % $ 198,935 10.00 % Tier 1 Capital to average assets $ 287,570 12.71 % $ 90,514 4.00 % $ 113,143 5.00 % Common equity to risk-weighted assets $ 287,570 14.46 % $ 89,521 4.50 % $ 129,308 6.50 % Tier 1 Capital to risk-weighted assets $ 287,570 14.46 % $ 119,361 6.00 % $ 159,148 8.00 % |
Basis of Presentation and Sum_4
Basis of Presentation and Summary of Significant Accounting Policies - Impact of Topic 815 (Details) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2021USD ($)segment | Jan. 01, 2021USD ($) | Dec. 31, 2020USD ($) | Jan. 01, 2020USD ($) | |
Accounting Policies [Abstract] | ||||
Number of reportable segments | segment | 3 | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Long-term debt, net | $ 2,874,113 | |||
Deferred income taxes, net | $ 192,965 | 220,122 | $ 220,122 | $ 218,740 |
Additional paid-in capital | 844,051 | 872,711 | 872,711 | |
Retained earnings | 1,289,089 | 1,286,976 | $ 1,286,976 | 1,539,201 |
Accounting Standards Update 2020-06 | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Decrease in convertible interest payable | $ 5,500 | |||
Impact of adoption | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Long-term debt, net | 52,115 | |||
Deferred income taxes, net | (12,109) | |||
Additional paid-in capital | (41,982) | |||
Retained earnings | 1,976 | |||
As Reported | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Long-term debt, net | 2,926,228 | |||
Deferred income taxes, net | 208,013 | 216,510 | ||
Additional paid-in capital | 830,729 | |||
Retained earnings | $ 1,288,952 | $ 1,530,614 |
Basis of Presentation and Sum_5
Basis of Presentation and Summary of Significant Accounting Policies - Impact of Topic 326 (Details) - USD ($) | Dec. 31, 2021 | Apr. 13, 2021 | Jan. 01, 2021 | Dec. 31, 2020 | Jan. 01, 2020 | Dec. 31, 2019 |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
Accounts receivable, reserve for credit losses | $ 66,306,000 | $ 59,147,000 | $ 52,274,000 | |||
Deferred income taxes, net (within total assets) | 5,635,000 | 17,524,000 | 12,833,000 | |||
Deferred income taxes, net | 192,965,000 | $ 220,122,000 | 220,122,000 | 218,740,000 | ||
Retained earnings | 1,289,089,000 | 1,286,976,000 | 1,286,976,000 | 1,539,201,000 | ||
Non-controlling interest | $ 0 | $ 0 | 13,022,000 | 9,575,000 | ||
Impact of adoption | ||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
Deferred income taxes, net | (12,109,000) | |||||
Retained earnings | 1,976,000 | |||||
Impact of adoption | Accounting Standards Update 2016-13 | ||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
Accounts receivable, reserve for credit losses | 11,577,000 | |||||
Deferred income taxes, net (within total assets) | 570,000 | |||||
Deferred income taxes, net | (2,230,000) | |||||
Retained earnings | (8,587,000) | |||||
Non-controlling interest | (190,000) | |||||
As Reported | ||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
Accounts receivable, reserve for credit losses | $ 59,147,000 | 63,851,000 | $ 63,851,000 | |||
Deferred income taxes, net (within total assets) | 13,403,000 | |||||
Deferred income taxes, net | 208,013,000 | 216,510,000 | ||||
Retained earnings | $ 1,288,952,000 | 1,530,614,000 | ||||
Non-controlling interest | $ 9,385,000 |
Basis of Presentation and Sum_6
Basis of Presentation and Summary of Significant Accounting Policies - Accounts Receivable, Net of Allowances (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable payments terms (30 days or less) | 30 days | |
Threshold period past due for write-off of trade accounts receivable (in days) | 180 days | |
Revolving line-of-credit facility under Amended and Restated Credit Agreement | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Receivables with revolving credit balances | $ 93.7 | $ 60.2 |
Basis of Presentation and Sum_7
Basis of Presentation and Summary of Significant Accounting Policies - Investment (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Accounting Policies [Abstract] | ||
Accrued investment interest | $ 4.2 | $ 0 |
Basis of Presentation and Sum_8
Basis of Presentation and Summary of Significant Accounting Policies - Estimated Useful Lives (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Furniture, fixtures and equipment | Minimum | |
Property, Plant and Equipment [Line Items] | |
Property and equipment useful lives | 3 years |
Furniture, fixtures and equipment | Maximum | |
Property, Plant and Equipment [Line Items] | |
Property and equipment useful lives | 5 years |
Internal-use computer software | Minimum | |
Property, Plant and Equipment [Line Items] | |
Property and equipment useful lives | 1 year 6 months |
Internal-use computer software | Maximum | |
Property, Plant and Equipment [Line Items] | |
Property and equipment useful lives | 5 years |
Computer software, including internal-use software | |
Property, Plant and Equipment [Line Items] | |
Property and equipment useful lives | 3 years |
Basis of Presentation and Sum_9
Basis of Presentation and Summary of Significant Accounting Policies - Summary of Capitalized Software (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Accounting Policies [Abstract] | |||
Gross amounts capitalized for internal-use computer software (including construction-in-process) | $ 77,808 | $ 58,881 | $ 74,432 |
Amounts expensed for amortization of internal-use computer software | $ 74,189 | $ 72,363 | $ 57,821 |
Basis of Presentation and Su_10
Basis of Presentation and Summary of Significant Accounting Policies - Costs capitalized with Respect to Cloud Computing Arrangements (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Capitalized Contract Cost [Line Items] | ||
Gross cloud computing costs (inclusive of in-process amounts) | $ 10,269 | $ 6,360 |
Accumulated amortization | 2,529 | 387 |
Net cloud computing costs | 7,740 | 5,973 |
Prepaid expenses and other current assets | ||
Capitalized Contract Cost [Line Items] | ||
Net cloud computing costs | 3,369 | 4,570 |
Other Assets | ||
Capitalized Contract Cost [Line Items] | ||
Net cloud computing costs | $ 4,371 | $ 1,403 |
Basis of Presentation and Su_11
Basis of Presentation and Summary of Significant Accounting Policies - Goodwill and Other Intangible Assets and Advertising Costs (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Goodwill [Line Items] | |||
WEX Fleet Europe impairment | $ 53,378 | ||
Goodwill | $ 2,908,057 | 2,688,138 | $ 2,441,201 |
Advertising expense | 20,600 | 17,400 | 17,900 |
Fleet Solutions | |||
Goodwill [Line Items] | |||
WEX Fleet Europe impairment | 53,400 | 53,378 | |
Goodwill | $ 1,326,332 | 1,338,471 | $ 1,374,020 |
Fleet Solutions | Go Fuel Card | |||
Goodwill [Line Items] | |||
Goodwill | $ 65,800 |
Basis of Presentation and Su_12
Basis of Presentation and Summary of Significant Accounting Policies - Weighted Average Common Shares Outstanding Used to Calculate Earnings Per Share (Details) - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Net income (loss) attributable to shareholders | $ 137 | $ (243,638) | $ 99,006 |
Weighted average common shares outstanding – Basic (in shares) | 44,718 | 43,842 | 43,316 |
Dilutive impact of share based compensation awards (in shares) | 594 | 0 | 453 |
Weighted average common shares outstanding – Diluted (in shares) | 45,312 | 43,842 | 43,769 |
Antidilutive securities excluded from computation of earnings (in shares) | 500 | ||
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 |
Revenue - Summary of Disaggrega
Revenue - Summary of Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Disaggregation of Revenue [Line Items] | |||
Topic 606 revenues | $ 1,345,809 | $ 1,128,949 | $ 1,207,448 |
Non-Topic 606 revenues | 504,733 | 430,920 | 516,243 |
Total revenues | 1,850,542 | 1,559,869 | 1,723,691 |
Fleet Solutions | |||
Disaggregation of Revenue [Line Items] | |||
Topic 606 revenues | 612,527 | 500,975 | 558,718 |
Non-Topic 606 revenues | 498,888 | 417,335 | 479,677 |
Total revenues | 1,111,415 | 918,310 | 1,038,395 |
Travel and Corporate Solutions | |||
Disaggregation of Revenue [Line Items] | |||
Topic 606 revenues | 321,877 | 273,630 | 350,018 |
Non-Topic 606 revenues | 3,041 | 4,210 | 17,808 |
Total revenues | 324,918 | 277,840 | 367,826 |
Health and Employee Benefit Solutions | |||
Disaggregation of Revenue [Line Items] | |||
Topic 606 revenues | 411,405 | 354,344 | 298,712 |
Non-Topic 606 revenues | 2,804 | 9,375 | 18,758 |
Total revenues | 414,209 | 363,719 | 317,470 |
Payment processing revenue | |||
Disaggregation of Revenue [Line Items] | |||
Topic 606 revenues | 858,990 | 698,891 | 825,592 |
Total revenues | 858,990 | 698,891 | 825,592 |
Payment processing revenue | Fleet Solutions | |||
Disaggregation of Revenue [Line Items] | |||
Topic 606 revenues | 513,365 | 404,843 | 457,244 |
Total revenues | 513,365 | 404,843 | 457,244 |
Payment processing revenue | Travel and Corporate Solutions | |||
Disaggregation of Revenue [Line Items] | |||
Topic 606 revenues | 274,092 | 229,144 | 303,385 |
Total revenues | 274,092 | 229,144 | 303,385 |
Payment processing revenue | Health and Employee Benefit Solutions | |||
Disaggregation of Revenue [Line Items] | |||
Topic 606 revenues | 71,533 | 64,904 | 64,963 |
Total revenues | 71,533 | 64,904 | 64,963 |
Account servicing revenue | |||
Disaggregation of Revenue [Line Items] | |||
Topic 606 revenues | 376,139 | 313,145 | 266,526 |
Total revenues | 526,858 | 449,456 | 413,552 |
Account servicing revenue | Fleet Solutions | |||
Disaggregation of Revenue [Line Items] | |||
Topic 606 revenues | 17,631 | 17,512 | 17,709 |
Total revenues | 168,350 | 153,823 | 164,735 |
Account servicing revenue | Travel and Corporate Solutions | |||
Disaggregation of Revenue [Line Items] | |||
Topic 606 revenues | 44,157 | 41,927 | 43,293 |
Total revenues | 44,157 | 41,927 | 43,293 |
Account servicing revenue | Health and Employee Benefit Solutions | |||
Disaggregation of Revenue [Line Items] | |||
Topic 606 revenues | 314,351 | 253,706 | 205,524 |
Total revenues | 314,351 | 253,706 | 205,524 |
Other revenue | |||
Disaggregation of Revenue [Line Items] | |||
Topic 606 revenues | 110,680 | 116,913 | 115,330 |
Total revenues | 209,371 | 212,999 | 237,229 |
Other revenue | Fleet Solutions | |||
Disaggregation of Revenue [Line Items] | |||
Topic 606 revenues | 81,531 | 78,620 | 83,765 |
Total revenues | 175,394 | 162,337 | 171,334 |
Other revenue | Travel and Corporate Solutions | |||
Disaggregation of Revenue [Line Items] | |||
Topic 606 revenues | 3,628 | 2,559 | 3,340 |
Total revenues | 5,796 | 5,690 | 19,062 |
Other revenue | Health and Employee Benefit Solutions | |||
Disaggregation of Revenue [Line Items] | |||
Topic 606 revenues | 25,521 | 35,734 | 28,225 |
Total revenues | $ 28,181 | $ 44,972 | $ 46,833 |
Revenue - Narrative (Details)
Revenue - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Revenue from Contract with Customer [Abstract] | |||
Variable consideration | $ 908.7 | $ 537.7 | $ 891 |
Revenue recognized related to contract liabilities | $ 3.5 | $ 5.2 |
Revenue - Contract Assets and L
Revenue - Contract Assets and Liabilities From Contracts with Customers (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Disaggregation of Revenue [Line Items] | ||
Contract liabilities | $ 2,026,420 | $ 911,395 |
Contract liabilities | 652,214 | 148,591 |
Accounts receivable, net | ||
Disaggregation of Revenue [Line Items] | ||
Contract assets | 49,303 | 43,541 |
Prepaid expenses and other current assets | ||
Disaggregation of Revenue [Line Items] | ||
Contract assets | 8,975 | 5,495 |
Other assets | ||
Disaggregation of Revenue [Line Items] | ||
Noncurrent other assets | 40,718 | 19,927 |
Other current liabilities | ||
Disaggregation of Revenue [Line Items] | ||
Contract liabilities | 9,123 | 8,530 |
Other liabilities | ||
Disaggregation of Revenue [Line Items] | ||
Contract liabilities | 58,900 | 24,614 |
Accrued expenses | ||
Disaggregation of Revenue [Line Items] | ||
Contract liabilities | $ 0 | $ 5,265 |
Revenue - Remaining Performance
Revenue - Remaining Performance Obligation (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Performance obligations expected to be satisfied | $ 230,369 |
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 | $ 80,292 |
Performance obligations expected to be satisfied, expected timing | 1 year |
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 | $ 47,234 |
Performance obligations expected to be satisfied, expected timing | 1 year |
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 | $ 29,204 |
Performance obligations expected to be satisfied, expected timing | 1 year |
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 | $ 22,379 |
Performance obligations expected to be satisfied, expected timing | 1 year |
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 | $ 20,834 |
Performance obligations expected to be satisfied, expected timing | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2027-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Performance obligations expected to be satisfied | $ 30,426 |
Performance obligations expected to be satisfied, expected timing | |
Minimum monthly fees | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Performance obligations expected to be satisfied | $ 133,846 |
Minimum monthly fees | 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 | 69,104 |
Minimum monthly fees | 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 | 40,313 |
Minimum monthly fees | 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 | 17,597 |
Minimum monthly fees | 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 | 5,959 |
Minimum monthly fees | 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 | 873 |
Minimum monthly fees | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2027-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Performance obligations expected to be satisfied | 0 |
Professional services | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Performance obligations expected to be satisfied | 5,612 |
Professional services | 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 | 5,540 |
Professional services | 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 | 66 |
Professional services | 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 | 3 |
Professional services | 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 | 3 |
Professional services | 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 | 0 |
Professional services | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2027-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Performance obligations expected to be satisfied | 0 |
Other | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Performance obligations expected to be satisfied | 90,911 |
Other | 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 | 5,648 |
Other | 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 | 6,855 |
Other | 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 | 11,604 |
Other | 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 | 16,417 |
Other | 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 | 19,961 |
Other | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2027-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Performance obligations expected to be satisfied | $ 30,426 |
Acquisitions - Narrative (Detai
Acquisitions - Narrative (Details) $ in Thousands, € in Millions | Jun. 01, 2021USD ($) | Apr. 13, 2021USD ($) | Dec. 15, 2020USD ($) | Jul. 01, 2019USD ($) | Jul. 01, 2019EUR (€) | Mar. 05, 2019USD ($) | Feb. 14, 2019USD ($) | Jan. 24, 2019USD ($) | Jun. 30, 2021USD ($) | Mar. 31, 2021USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) |
Business Acquisition [Line Items] | |||||||||||||||||
Expenses related to acquisitions | $ 2,400 | $ 97,900 | $ 13,000 | ||||||||||||||
Expenses related to acquisitions in process | 0 | 0 | 4,800 | ||||||||||||||
Purchase price of acquisition, net of cash acquired | 558,784 | 220,704 | 882,417 | ||||||||||||||
Legal settlement costs | $ 162,500 | 162,500 | |||||||||||||||
Goodwill | 2,688,138 | $ 2,441,201 | $ 2,441,201 | $ 2,441,201 | 2,908,057 | 2,688,138 | $ 2,441,201 | ||||||||||
WEX Europe Services | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Ownership percentage | 100.00% | ||||||||||||||||
Discovery Benefits, Inc. | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Ownership percentage by noncontrolling interest | 4.90% | ||||||||||||||||
WEX Europe Services | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Expenses related to acquisitions | 538 | ||||||||||||||||
Percentage of voting interests acquired | 25.00% | ||||||||||||||||
Purchase price | $ 96,992 | ||||||||||||||||
Benefitexpress | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Purchase price | $ 275,000 | ||||||||||||||||
Purchase price of acquisition, net of cash acquired | 259,061 | ||||||||||||||||
Total revenues | 24,200 | ||||||||||||||||
Net income (loss) before taxes | (2,100) | ||||||||||||||||
Goodwill | 168,424 | ||||||||||||||||
PO Holding | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Purchase price of acquisition, net of cash acquired | 262,500 | ||||||||||||||||
PO Holding | Affiliated Entity | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Payments to acquire businesses and interest in affiliates | $ 12,500 | ||||||||||||||||
Original Purchase Agreement | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Purchase price | $ 577,500 | ||||||||||||||||
Purchase price of acquisition, net of cash acquired | 383,323 | 383,204 | |||||||||||||||
Cash to be paid | $ 615,500 | ||||||||||||||||
Working Capital Adjustment Received | $ 2,000 | $ 1,900 | |||||||||||||||
Additional borrowing capacity added | 415,000 | 415,000 | |||||||||||||||
Legal settlement | 162,500 | ||||||||||||||||
Goodwill | $ 291,884 | $ 370,310 | $ 291,884 | ||||||||||||||
Discovery Benefits, Inc. | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Purchase price | $ 526,100 | ||||||||||||||||
Total revenues | 94,700 | ||||||||||||||||
Net income (loss) before taxes | $ 300 | ||||||||||||||||
Fair value of equity interests acquired | $ 100,000 | ||||||||||||||||
Noventis | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Purchase price | $ 338,700 | ||||||||||||||||
Total revenues | 43,800 | ||||||||||||||||
Net income (loss) before taxes | $ 8,200 | ||||||||||||||||
Amount of accelerated vesting of options | $ 5,500 | ||||||||||||||||
Pavestone Capital | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Purchase price of acquisition, net of cash acquired | $ 28,000 | ||||||||||||||||
Go Fuel Card | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Purchase price | $ 266,000 | € 235 | |||||||||||||||
Total revenues | 10,500 | ||||||||||||||||
Net income (loss) before taxes | $ (9,100) |
Acquisitions - Asset Acquisitio
Acquisitions - Asset Acquisition (Details) - USD ($) $ in Thousands | Oct. 14, 2021 | Jun. 01, 2021 | Apr. 01, 2021 | Oct. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Jul. 01, 2021 |
Business Acquisition [Line Items] | ||||||||
Noninterest Expense Transfer Agent and Custodian Fees | $ 3,000,000 | |||||||
Repurchase of non-controlling interest | 11,200 | $ 11,191 | $ 0 | |||||
Contingent consideration as part of asset acquisition | $ 27,200 | $ 27,200 | $ 0 | $ 0 | ||||
Decrease in custodial cash held | $ 960,000 | $ 960,000 | ||||||
U.S. Health | ||||||||
Business Acquisition [Line Items] | ||||||||
Ownership percentage by noncontrolling interest | 4.53% | 4.53% | ||||||
Health Savings Account Assets of Bell Bank’s Healthcare Bank Division | ||||||||
Business Acquisition [Line Items] | ||||||||
Payments to acquire productive assets | $ 200,000 | |||||||
Deferred payments | 25,000 | |||||||
Additional deferred payments | $ 25,000 | 25,000 | ||||||
Decrease in payment of acquire business | 12,500 | |||||||
Additional deferred payments to acquire business | $ 12,500 | |||||||
Asset acquisition, contingent consideration arrangements, range of outcomes, value, high | $ 225,000 | |||||||
Finite-lived intangible assets acquired | $ 263,400 | |||||||
Weighted average life | 5 years 7 months 6 days | |||||||
Deferred liability | $ 47,400 |
Acquisitions - Acquisition of N
Acquisitions - Acquisition of Non-Controlling Interest (Details) $ in Thousands | Apr. 13, 2021USD ($) |
WEX Europe Services | |
Business Acquisition [Line Items] | |
Ownership percentage | 100.00% |
WEX Europe Services | |
Business Acquisition [Line Items] | |
Percentage of voting interests acquired | 25.00% |
Purchase price | $ 96,992 |
Acquisitions - Schedule of Busi
Acquisitions - Schedule of Business Acquisitions (Details) - USD ($) | Apr. 13, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Jan. 01, 2020 |
Business Acquisition [Line Items] | |||||
Adjustments to additional paid in capital | $ 6,123,000 | ||||
Non-controlling interest | $ 0 | 0 | $ 13,022,000 | $ 9,575,000 | |
Expenses related to acquisitions | 2,400,000 | $ 97,900,000 | $ 13,000,000 | ||
WEX Europe Services | |||||
Business Acquisition [Line Items] | |||||
Purchase price | 96,992,000 | ||||
Non-controlling interest | (13,077,000) | ||||
Accumulated other comprehensive income | (2,284,000) | ||||
Adjustments to additional paid in capital | $ (81,631,000) | ||||
Expenses related to acquisitions | $ 538,000 |
Acquisitions - Schedules of Ass
Acquisitions - Schedules of Assets and Liabilities Acquired (Details) - USD ($) $ in Thousands | Jun. 01, 2021 | Dec. 15, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Business Acquisition [Line Items] | |||||
Cash consideration transferred, net of $15.0 million in cash and restricted cash acquired | $ 558,784 | $ 220,704 | $ 882,417 | ||
Less: | |||||
Recorded goodwill | 2,908,057 | 2,688,138 | 2,441,201 | ||
Measurement Period Adjustments | |||||
Recorded goodwill | 78,426 | ||||
Acquisition-related intangible amortization | 181,700 | 171,100 | $ 159,400 | ||
Benefitexpress | |||||
Business Acquisition [Line Items] | |||||
Cash consideration transferred, net of $15.0 million in cash and restricted cash acquired | 259,061 | ||||
Less: | |||||
Accounts receivable | 3,103 | ||||
Other assets | 4,387 | ||||
Accrued expenses | (3,498) | ||||
Restricted cash payable | (14,328) | ||||
Other liabilities | (5,177) | ||||
Recorded goodwill | 168,424 | ||||
Measurement Period Adjustments | |||||
Weighted average life | 8 years 1 month 6 days | ||||
Acquisition-related intangible amortization | $ 106,200 | ||||
Cash acquired from acquisition | $ 15,000 | ||||
Benefitexpress | Customer relationships | |||||
Less: | |||||
Intangible assets | 84,400 | ||||
Measurement Period Adjustments | |||||
Weighted average life | 9 years 3 months 18 days | ||||
Benefitexpress | Developed technologies | |||||
Less: | |||||
Intangible assets | 19,600 | ||||
Measurement Period Adjustments | |||||
Weighted average life | 3 years 7 months 6 days | ||||
Benefitexpress | Noncompete Agreements | |||||
Less: | |||||
Intangible assets | 2,150 | ||||
Measurement Period Adjustments | |||||
Weighted average life | 2 years 6 months | ||||
Original Purchase Agreement | |||||
Business Acquisition [Line Items] | |||||
Cash consideration transferred, net of $15.0 million in cash and restricted cash acquired | 383,323 | 383,204 | |||
Less: legal settlement | (162,500) | (162,500) | |||
Total consideration | 220,823 | 220,704 | |||
Cash and restricted cash acquired | $ 232,155 | ||||
Less: | |||||
Accounts receivable | 14,449 | 14,449 | |||
Property and equipment | 876 | 876 | |||
Deferred income tax asset | 12,976 | 9,424 | |||
Other assets | 16,605 | 16,605 | |||
Accounts payable | (16,244) | (16,244) | |||
Accrued expenses | (21,898) | (21,898) | |||
Restricted cash payable | (186,956) | (186,956) | |||
Deferred income taxes | (7,767) | (20,152) | |||
Other liabilities | (15,428) | (14,540) | |||
Recorded goodwill | 370,310 | 291,884 | |||
Measurement Period Adjustments | |||||
Measurement period adjustments, cash acquired | 119 | ||||
Total consideration, net adjustment | 119 | ||||
Deferred income tax asset | 3,552 | ||||
Deferred income tax liability | 12,385 | ||||
Other liabilities | (888) | ||||
Recorded goodwill | 78,426 | ||||
Weighted average life | 6 years 6 months | ||||
Acquisition-related intangible amortization | $ 53,900 | ||||
Original Purchase Agreement | Customer relationships | |||||
Less: | |||||
Intangible assets | 47,600 | 79,923 | |||
Measurement Period Adjustments | |||||
Intangible assets | (32,323) | ||||
Weighted average life | 7 years 3 months 18 days | ||||
Original Purchase Agreement | Developed technologies | |||||
Less: | |||||
Intangible assets | 6,300 | 63,125 | |||
Measurement Period Adjustments | |||||
Intangible assets | (56,825) | ||||
Weighted average life | 6 months | ||||
Original Purchase Agreement | Licensing agreements | |||||
Less: | |||||
Intangible assets | 0 | $ 4,208 | |||
Measurement Period Adjustments | |||||
Intangible assets | $ (4,208) |
Acquisitions - Schedules of Pro
Acquisitions - Schedules of Pro Forma Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Original Purchase Agreement | ||
Business Acquisition [Line Items] | ||
Total revenues | $ 1,610,216 | $ 1,876,494 |
Net loss attributable to shareholders | $ (49,480) | $ (62,315) |
Net loss attributable to shareholders per share: | ||
Basic (in dollars per share) | $ (1.13) | $ (1.44) |
Diluted (in dollars per share) | $ (1.13) | $ (1.44) |
Discovery Benefits and Noventis | ||
Business Acquisition [Line Items] | ||
Total revenues | $ 1,742,797 | |
Net loss attributable to shareholders | $ 113,851 | |
Net loss attributable to shareholders per share: | ||
Basic (in dollars per share) | $ 2.63 | |
Diluted (in dollars per share) | $ 2.60 |
Sale of Subsidiary - Narrative
Sale of Subsidiary - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Loss on sale of subsidiary | $ 0 | $ 46,362 | $ 0 |
UNIK SA | Disposal Group, Disposed of by Sale, Not Discontinued Operations | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Loss on sale of subsidiary | $ 46,362 |
Sale of Subsidiary - Schedule o
Sale of Subsidiary - Schedule of Loss on Sale of Subsidiary (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Loss on sale of subsidiary | $ 0 | $ 46,362 | $ 0 |
UNIK SA | Disposal Group, Disposed of by Sale, Not Discontinued Operations | |||
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 | ||
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 | ||
Cash and cash equivalents | $ 12,249 |
Allowance for Accounts Receiv_3
Allowance for Accounts Receivable - Changes in Reserves for Credit Losses Related to Accounts Receivable (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Accounts Receivable And Other Assets, Allowance for Credit Loss | ||
Balance, beginning of year | $ 59,147 | |
Provision for credit losses | 45,114 | $ 78,443 |
Other | 17,636 | 19,019 |
Charge-offs | (61,784) | (112,297) |
Recoveries of amounts previously charged-off | 7,482 | 10,613 |
Currency translation | (1,289) | (482) |
Balance, end of year | 66,306 | 59,147 |
As Reported | ||
Accounts Receivable And Other Assets, Allowance for Credit Loss | ||
Balance, beginning of year | 59,147 | 63,851 |
Balance, end of year | 59,147 | |
Fleet Solutions | ||
Accounts Receivable And Other Assets, Allowance for Credit Loss | ||
Balance, beginning of year | 49,267 | |
Provision for credit losses | 37,808 | 56,620 |
Other | 17,631 | 19,019 |
Charge-offs | (54,686) | (88,091) |
Recoveries of amounts previously charged-off | 6,727 | 10,421 |
Currency translation | (989) | 1,288 |
Balance, end of year | 55,758 | 49,267 |
Fleet Solutions | As Reported | ||
Accounts Receivable And Other Assets, Allowance for Credit Loss | ||
Balance, beginning of year | 49,267 | 50,010 |
Balance, end of year | 49,267 | |
Travel and Corporate Solutions Segment | ||
Accounts Receivable And Other Assets, Allowance for Credit Loss | ||
Balance, beginning of year | 9,610 | |
Provision for credit losses | 6,967 | 21,610 |
Other | 5 | 0 |
Charge-offs | (6,900) | (18,787) |
Recoveries of amounts previously charged-off | 549 | 175 |
Currency translation | (300) | 847 |
Balance, end of year | 9,931 | 9,610 |
Travel and Corporate Solutions Segment | As Reported | ||
Accounts Receivable And Other Assets, Allowance for Credit Loss | ||
Balance, beginning of year | 9,610 | 5,765 |
Balance, end of year | 9,610 | |
Health and Employee Benefit Solutions | ||
Accounts Receivable And Other Assets, Allowance for Credit Loss | ||
Balance, beginning of year | 270 | |
Provision for credit losses | 339 | 213 |
Other | 0 | 0 |
Charge-offs | (198) | (5,419) |
Recoveries of amounts previously charged-off | 206 | 17 |
Currency translation | 0 | (2,617) |
Balance, end of year | 617 | 270 |
Health and Employee Benefit Solutions | As Reported | ||
Accounts Receivable And Other Assets, Allowance for Credit Loss | ||
Balance, beginning of year | $ 270 | 8,076 |
Balance, end of year | $ 270 |
Allowance for Accounts Receiv_4
Allowance for Accounts Receivable - Concentration of Credit Risk (Details) - Accounts receivable, net - Credit Concentration Risk | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
29 days or less past due | ||
Concentration Risk [Line Items] | ||
Percentage of outstanding receivables | 98.00% | 97.00% |
59 days or less past due | ||
Concentration Risk [Line Items] | ||
Percentage of outstanding receivables | 99.00% | 98.00% |
Investment Securities - Amortiz
Investment Securities - Amortized cost and estimated fair value of investment securities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Debt Securities, Available-for-sale [Line Items] | ||
Amortized cost, current | $ 954,797 | |
Accumulated gross unrealized gain, current | 359 | |
Accumulated gross unrealized loss, current | 6,479 | |
Debt securities, current | 948,677 | $ 0 |
Amortized cost, noncurrent | 40,394 | 37,219 |
Accumulated gross unrealized gain, noncurrent | 4 | 55 |
Accumulated gross unrealized loss, noncurrent | 748 | 1 |
Debt securities, noncurrent | 39,650 | 37,273 |
Amortized Cost | 995,191 | 37,219 |
Total Unrealized Gains | 363 | 55 |
Total Unrealized Losses | 7,227 | 1 |
Fair Value | 988,327 | 37,273 |
Trading securities | 11,300 | 9,600 |
U.S. treasury notes | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized cost, current | 308,058 | |
Accumulated gross unrealized gain, current | 250 | |
Accumulated gross unrealized loss, current | 1,113 | |
Debt securities, current | 307,195 | |
Corporate debt securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized cost, current | 355,102 | |
Accumulated gross unrealized gain, current | 30 | |
Accumulated gross unrealized loss, current | 3,289 | |
Debt securities, current | 351,843 | |
Municipal bonds | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized cost, current | 31,273 | |
Accumulated gross unrealized gain, current | 44 | |
Accumulated gross unrealized loss, current | 149 | |
Debt securities, current | 31,168 | |
Amortized cost, noncurrent | 3,107 | 195 |
Accumulated gross unrealized gain, noncurrent | 1 | 2 |
Accumulated gross unrealized loss, noncurrent | 0 | 0 |
Debt securities, noncurrent | 3,108 | 197 |
Asset-backed securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized cost, current | 120,774 | |
Accumulated gross unrealized gain, current | 24 | |
Accumulated gross unrealized loss, current | 587 | |
Debt securities, current | 120,211 | |
Amortized cost, noncurrent | 167 | 211 |
Accumulated gross unrealized gain, noncurrent | 1 | 0 |
Accumulated gross unrealized loss, noncurrent | 0 | 1 |
Debt securities, noncurrent | 168 | 210 |
Mortgage-backed securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized cost, current | 139,590 | |
Accumulated gross unrealized gain, current | 11 | |
Accumulated gross unrealized loss, current | 1,341 | |
Debt securities, current | 138,260 | |
Amortized cost, noncurrent | 121 | 133 |
Accumulated gross unrealized gain, noncurrent | 2 | 5 |
Accumulated gross unrealized loss, noncurrent | 0 | 0 |
Debt securities, noncurrent | 123 | 138 |
Mutual fund | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized cost, noncurrent | 27,999 | 27,680 |
Accumulated gross unrealized gain, noncurrent | 0 | 48 |
Accumulated gross unrealized loss, noncurrent | 748 | 0 |
Debt securities, noncurrent | 27,251 | 27,728 |
Pooled investment fund | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized cost, noncurrent | 9,000 | 9,000 |
Accumulated gross unrealized gain, noncurrent | 0 | 0 |
Accumulated gross unrealized loss, noncurrent | 0 | 0 |
Debt securities, noncurrent | $ 9,000 | $ 9,000 |
Investment Securities - Unreali
Investment Securities - Unrealized losses On Debt Securities (Details) $ in Thousands | Dec. 31, 2020USD ($) |
U.S. treasury notes | |
Debt Securities, Available-for-sale [Line Items] | |
Fair Value | $ 268,839 |
Gross Unrealized Losses | 1,113 |
Corporate debt securities | |
Debt Securities, Available-for-sale [Line Items] | |
Fair Value | 336,777 |
Gross Unrealized Losses | 3,289 |
Municipal bonds | |
Debt Securities, Available-for-sale [Line Items] | |
Fair Value | 24,049 |
Gross Unrealized Losses | 149 |
Asset-backed securities | |
Debt Securities, Available-for-sale [Line Items] | |
Fair Value | 101,983 |
Gross Unrealized Losses | 587 |
Mortgage-backed securities | |
Debt Securities, Available-for-sale [Line Items] | |
Fair Value | 132,737 |
Gross Unrealized Losses | $ 1,341 |
Investment Securities - Narrati
Investment Securities - Narrative (Details) | Dec. 31, 2021security |
Investments, Debt and Equity Securities [Abstract] | |
Debt Securities, unrealized loss position, number of positions | 188 |
Investment Securities - Maturit
Investment Securities - Maturity Dates Of Available-For-Sale Securities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Net Carrying Amount | ||
Due after 1 year through year 5 | $ 369,485 | $ 0 |
Due after 5 years through year 10 | 369,131 | 236 |
Due after 10 years | 219,576 | 303 |
Net Carrying Amount | 958,192 | 539 |
Fair Value | ||
Due after 1 year through year 5 | 366,605 | 0 |
Due after 5 years through year 10 | 367,536 | 236 |
Due after 10 years | 217,935 | 309 |
Fair Value | $ 952,076 | $ 545 |
Property, Equipment and Capit_3
Property, Equipment and Capitalized Software, Net - Schedule Of Property, Equipment And Capitalized Software, Net (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Property, Plant and Equipment [Line Items] | |||
Property, equipment and capitalized software, gross | $ 637,624 | $ 590,746 | |
Less: accumulated depreciation | (458,093) | (402,406) | |
Total property, equipment and capitalized software, net | 179,531 | 188,340 | $ 212,475 |
Furniture, fixtures and equipment | |||
Property, Plant and Equipment [Line Items] | |||
Property, equipment and capitalized software, gross | 84,361 | 87,111 | |
Computer software, including internal-use software | |||
Property, Plant and Equipment [Line Items] | |||
Property, equipment and capitalized software, gross | 509,039 | 463,614 | |
Leasehold improvements | |||
Property, Plant and Equipment [Line Items] | |||
Property, equipment and capitalized software, gross | 25,208 | 32,111 | |
Construction in progress | |||
Property, Plant and Equipment [Line Items] | |||
Property, equipment and capitalized software, gross | $ 19,016 | $ 7,910 |
Property, Equipment and Capit_4
Property, Equipment and Capitalized Software, Net - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |||
Depreciation and amortization expense | $ 90.9 | $ 90.8 | $ 77.7 |
Goodwill and Other Intangible_3
Goodwill and Other Intangible Assets - Schedule of Changes In Goodwill (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Goodwill [Roll Forward] | ||
Gross goodwill, beginning of period | $ 2,752,313 | $ 2,455,223 |
Current year acquisition | 168,424 | 291,884 |
Measurement period adjustments | 78,426 | |
Current year sale of subsidiary | (13,161) | |
Foreign currency translation | (26,931) | 18,367 |
Gross goodwill, end of period | 2,972,232 | 2,752,313 |
Accumulated Impairment [Roll Forward] | ||
Accumulated impairment, beginning of period | (64,175) | (14,022) |
Sale of subsidiary | 3,225 | |
WEX Fleet Europe impairment | (53,378) | |
Accumulated impairment, end of period | (64,175) | (64,175) |
Net goodwill, beginning of period | 2,688,138 | 2,441,201 |
Net goodwill, end of period | 2,908,057 | 2,688,138 |
Fleet Solutions Segment | ||
Goodwill [Roll Forward] | ||
Gross goodwill, beginning of period | 1,392,711 | 1,378,107 |
Current year acquisition | 0 | 0 |
Measurement period adjustments | 0 | |
Current year sale of subsidiary | (3,225) | |
Foreign currency translation | (12,139) | 17,829 |
Gross goodwill, end of period | 1,380,572 | 1,392,711 |
Accumulated Impairment [Roll Forward] | ||
Accumulated impairment, beginning of period | (54,240) | (4,087) |
Sale of subsidiary | 3,225 | |
WEX Fleet Europe impairment | (53,400) | (53,378) |
Accumulated impairment, end of period | (54,240) | (54,240) |
Net goodwill, beginning of period | 1,338,471 | 1,374,020 |
Net goodwill, end of period | 1,326,332 | 1,338,471 |
Travel and Corporate Solutions Segment | ||
Goodwill [Roll Forward] | ||
Gross goodwill, beginning of period | 751,398 | 455,007 |
Current year acquisition | 0 | 291,884 |
Measurement period adjustments | 78,426 | |
Current year sale of subsidiary | 0 | |
Foreign currency translation | (14,792) | 4,507 |
Gross goodwill, end of period | 815,032 | 751,398 |
Accumulated Impairment [Roll Forward] | ||
Accumulated impairment, beginning of period | (9,935) | (9,935) |
Sale of subsidiary | 0 | |
WEX Fleet Europe impairment | 0 | |
Accumulated impairment, end of period | (9,935) | (9,935) |
Net goodwill, beginning of period | 741,463 | 445,072 |
Net goodwill, end of period | 805,097 | 741,463 |
Health and Employee Benefit Solutions Segment | ||
Goodwill [Roll Forward] | ||
Gross goodwill, beginning of period | 608,204 | 622,109 |
Current year acquisition | 168,424 | 0 |
Measurement period adjustments | 0 | |
Current year sale of subsidiary | (9,936) | |
Foreign currency translation | 0 | (3,969) |
Gross goodwill, end of period | 776,628 | 608,204 |
Accumulated Impairment [Roll Forward] | ||
Accumulated impairment, beginning of period | 0 | 0 |
Sale of subsidiary | 0 | |
WEX Fleet Europe impairment | 0 | |
Accumulated impairment, end of period | 0 | |
Net goodwill, beginning of period | 608,204 | 622,109 |
Net goodwill, end of period | $ 776,628 | $ 608,204 |
Goodwill and Other Intangible_4
Goodwill and Other Intangible Assets - Schedule of Other Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Finite-Lived Intangible Assets [Line Items] | |||
Gross Carrying Amount | $ 2,652,897 | $ 2,387,175 | |
Accumulated Amortization | (1,009,601) | (835,163) | |
Net Carrying Amount | 1,643,296 | 1,552,012 | |
Amortization expense | 181,700 | 171,100 | $ 159,400 |
Acquired software and developed technology | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross Carrying Amount | 288,772 | 327,134 | |
Accumulated Amortization | (192,715) | (164,245) | |
Net Carrying Amount | 96,057 | 162,889 | |
Customer relationships | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross Carrying Amount | 1,888,735 | 1,842,709 | |
Accumulated Amortization | (733,008) | (608,178) | |
Net Carrying Amount | 1,155,727 | 1,234,531 | |
Contractual rights | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross Carrying Amount | 263,417 | 0 | |
Accumulated Amortization | (8,847) | 0 | |
Net Carrying Amount | 254,570 | 0 | |
Licensing agreements | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross Carrying Amount | 145,718 | 152,805 | |
Accumulated Amortization | (41,378) | (35,010) | |
Net Carrying Amount | 104,340 | 117,795 | |
Noncompete Agreements | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross Carrying Amount | 2,150 | 0 | |
Accumulated Amortization | (251) | 0 | |
Net Carrying Amount | 1,899 | 0 | |
Patent | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross Carrying Amount | 2,401 | 2,549 | |
Accumulated Amortization | (2,401) | (2,549) | |
Net Carrying Amount | 0 | 0 | |
Trade names and brand names | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross Carrying Amount | 61,704 | 61,978 | |
Accumulated Amortization | (31,001) | (25,181) | |
Net Carrying Amount | $ 30,703 | $ 36,797 |
Goodwill and Other Intangible_5
Goodwill and Other Intangible Assets - Estimated Amortization Expense (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2022 | $ 170,899 |
2023 | 174,368 |
2024 | 165,286 |
2025 | 154,340 |
2026 | $ 145,943 |
Accounts Payable (Details)
Accounts Payable (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Payables and Accruals [Abstract] | ||
Merchant payables | $ 880,075 | $ 647,090 |
Other payables | 141,836 | 131,117 |
Accounts payable | $ 1,021,911 | $ 778,207 |
Deposits - Schedule of Deposits
Deposits - Schedule of Deposits (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Interest-bearing money market deposits | $ 370,813 | $ 439,894 |
Customer deposits | 129,180 | 116,694 |
Demand deposits | 960,000 | 0 |
Contractual deposits with maturities within 1 year | 566,427 | 354,807 |
Short-term deposits | 2,026,420 | 911,395 |
Contractual deposits with maturities greater than 1 year and less than 5 years | 652,214 | 148,591 |
Total deposits | $ 2,678,634 | $ 1,059,986 |
Weighted average cost of demand deposits outstanding (as a percent) | 0.03% | 0.00% |
Weighted average cost of funds on certificates of deposit outstanding (as a percent) | 0.48% | 1.81% |
Weighted average cost of interest-bearing money market deposits (as a percent) | 0.20% | 0.27% |
Certificates of deposit, denominations ($250 or less) | $ 250 | $ 250 |
Minimum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Certificates of deposit, maturities range | 9 months | 1 year |
Certificates of deposit, fixed interest rates range | 0.12% | 1.35% |
Maximum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Certificates of deposit, maturities range | 5 years | 5 years |
Certificates of deposit, fixed interest rates range | 3.52% | 3.52% |
Deposits - Average Interest Rat
Deposits - Average Interest Rate (Details) | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Average interest rate: | |||
Contractual deposits outstanding | 0.78% | 2.21% | 2.46% |
HSA deposits | 0.03% | 0.00% | 0.00% |
Interest-bearing money market deposits | 0.22% | 0.61% | 2.28% |
Derivative Instruments - Schedu
Derivative Instruments - Schedule of Interest Rate Swaps (Details) - Derivatives not designated as hedging instruments $ in Thousands | Dec. 31, 2021USD ($) |
Derivative [Line Items] | |
Notional amount at inception | $ 1,900,000 |
December 2022 | |
Derivative [Line Items] | |
Fixed interest rate | 2.204% |
Notional amount at inception | $ 300,000 |
March 2023 | |
Derivative [Line Items] | |
Fixed interest rate | 1.954% |
Notional amount at inception | $ 150,000 |
March 2023 | Minimum | |
Derivative [Line Items] | |
Fixed interest rate | 1.956% |
Notional amount at inception | $ 100,000 |
March 2023 | Maximum | |
Derivative [Line Items] | |
Fixed interest rate | 2.413% |
Notional amount at inception | $ 200,000 |
December 2023 | |
Derivative [Line Items] | |
Fixed interest rate | 1.862% |
Notional amount at inception | $ 200,000 |
May 2024 | Minimum | |
Derivative [Line Items] | |
Fixed interest rate | 0.435% |
Notional amount at inception | $ 150,000 |
May 2024 | Maximum | |
Derivative [Line Items] | |
Fixed interest rate | 0.44% |
Notional amount at inception | $ 150,000 |
May 2025 | |
Derivative [Line Items] | |
Fixed interest rate | 0.678% |
Notional amount at inception | $ 300,000 |
May 2026 | Minimum | |
Derivative [Line Items] | |
Fixed interest rate | 0.909% |
Notional amount at inception | $ 150,000 |
May 2026 | Maximum | |
Derivative [Line Items] | |
Fixed interest rate | 0.91% |
Notional amount at inception | $ 150,000 |
Derivative Instruments - Locati
Derivative Instruments - Location and Amounts of Derivative Gains and Losses in Condensed Consolidated Statements of Income (Details) - Derivatives not designated as hedging instruments - Interest rate swaps - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Net unrealized gain (loss) on financial instruments | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Net unrealized gain (loss) on financial instruments | $ 39,986 | $ (27,569) | $ (35,363) |
Financing interest expense | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Net unrealized gain (loss) on financial instruments | $ 25,650 | $ 15,842 | $ (5,411) |
Off-Balance Sheet Arrangements
Off-Balance Sheet Arrangements (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Proceeds from sale of factoring receivables | $ 566.4 | $ 452.2 | $ 630.3 |
WEX Europe Services | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Gain (loss) on sale of factoring receivables | 2.8 | 2.4 | 3.5 |
Wex Bank | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Proceeds from sale of factoring receivables | 2,900 | 4,100 | 14,800 |
Gain (loss) on sale of factoring receivables | $ 0 | 0 | 3.7 |
WEX Latin America debt | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Gain (loss) on sale of factoring receivables | $ 6.5 | $ 16.1 |
Income Taxes - Components Of In
Income Taxes - Components Of Income Before Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |||
United States | $ 194,358 | $ (163,014) | $ 178,235 |
Foreign | 9,588 | (138,067) | 38,281 |
Income (loss) before income taxes | $ 203,946 | $ (301,081) | $ 216,516 |
Income Taxes - Components Of _2
Income Taxes - Components Of Income Tax Expense (Benefit) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Current | |||
United States | $ 37,001 | $ (7,546) | $ 20,748 |
State and Local | 7,104 | 2,509 | 4,486 |
Foreign | 10,824 | 13,782 | 16,322 |
Total | 54,929 | 8,745 | 41,556 |
Deferred | |||
United States | (7,374) | (22,568) | 19,946 |
State and Local | 6,448 | (4,943) | 3,831 |
Foreign | 13,804 | (1,831) | (4,110) |
Total | 12,878 | (29,342) | 19,667 |
Income taxes | $ 67,807 | $ (20,597) | $ 61,223 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Contingency [Line Items] | |||
Undistributed earnings of certain foreign subsidiaries | $ 133,000 | ||
Deferred tax asset | 10,500 | ||
Valuation allowance | 94,951 | $ 60,569 | |
Tax expense related to valuation allowance | 32,700 | 40,600 | $ 6,700 |
Unrecognized tax benefits, net | 5,000 | ||
Unrecognized tax benefits that, if recognized, would impact effective tax rate | 4,400 | ||
State and Local Jurisdiction | |||
Income Tax Contingency [Line Items] | |||
Operating loss carry forwards | 488,300 | 511,500 | |
Domestic Tax Authority | |||
Income Tax Contingency [Line Items] | |||
Operating loss carry forwards | 0 | 19,800 | |
Foreign Tax Authority | |||
Income Tax Contingency [Line Items] | |||
Operating loss carry forwards | 104,700 | $ 76,400 | |
Valuation allowance | $ 8,500 |
Income Taxes - Reconciliation O
Income Taxes - Reconciliation Of Provision Of Income Taxes (Details) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |||
Federal statutory rate | 21.00% | 21.00% | 21.00% |
State income taxes (net of federal income tax benefit) | 2.90% | 1.60% | 1.40% |
Foreign income tax rate differential | 1.30% | 3.30% | 0.80% |
Revaluation of deferred tax assets for foreign and state tax rate changes, net | 0.30% | (1.90%) | (1.00%) |
Loss on sale of subsidiary | 0.00% | (2.30%) | 0.00% |
Legal settlement | 0.00% | (5.10%) | 0.00% |
Purchase accounting adjustments | 0.00% | 4.30% | 0.00% |
Tax credits | (6.20%) | 0.00% | (0.50%) |
Tax reserves | 0.50% | (0.10%) | 0.80% |
Withholding taxes | 0.00% | (0.10%) | 0.70% |
Change in valuation allowance | 16.10% | (13.50%) | 3.10% |
Nondeductible expenses | 3.20% | (1.60%) | 2.30% |
Incremental tax benefit from share-based compensation awards | (5.70%) | 0.20% | (2.00%) |
GILTI | 0.00% | 0.00% | 0.50% |
Other | (0.20%) | 1.00% | 1.20% |
Effective tax rate | 33.20% | 6.80% | 28.30% |
Income Taxes - Deferred Tax Ass
Income Taxes - Deferred Tax Assets And Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred tax assets related to: | ||
Reserve for credit losses | $ 14,355 | $ 14,484 |
Tax credit carryforwards | 12,480 | 1,371 |
Stock-based compensation, net | 23,337 | 21,376 |
Net operating loss carry forwards | 52,820 | 45,612 |
Capital loss carry forwards | 26,628 | 28,211 |
Accruals | 42,669 | 29,477 |
Operating lease liabilities | 23,155 | 24,142 |
Deferred financing costs | 4,364 | 0 |
Contractual obligations | 16,891 | 0 |
Other | 4,325 | 9,013 |
Total | 221,024 | 173,686 |
Deferred tax liabilities related to: | ||
Deferred financing costs | 0 | (13,590) |
Property, equipment and capitalized software | (33,903) | (34,232) |
Intangibles | (260,365) | (247,361) |
Operating lease assets | (19,135) | (20,425) |
Other liabilities | 107 | |
Total | (313,403) | (315,715) |
Valuation allowance | (94,951) | (60,569) |
Deferred income taxes, net | $ (187,330) | $ (202,598) |
Income Taxes - Net Deferred Tax
Income Taxes - Net Deferred Tax Assets By Jurisdiction (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Income Tax Contingency [Line Items] | ||
Deferred tax liabilities | $ (187,330) | $ (202,598) |
United States | ||
Income Tax Contingency [Line Items] | ||
Deferred tax liabilities | (187,978) | (201,739) |
Australia | ||
Income Tax Contingency [Line Items] | ||
Deferred tax assets | 1,290 | 4,009 |
Europe | ||
Income Tax Contingency [Line Items] | ||
Deferred tax assets | 4,151 | 14,839 |
Singapore | ||
Income Tax Contingency [Line Items] | ||
Deferred tax liabilities | (4,978) | (19,863) |
International | ||
Income Tax Contingency [Line Items] | ||
Deferred tax assets | $ 185 | $ 156 |
Income Taxes - Reconciliation_2
Income Taxes - Reconciliation Of Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | |||
Beginning balance | $ 4,133 | $ 10,320 | $ 8,996 |
Increases related to prior year tax positions | 830 | 0 | 1,727 |
Decreases related to prior year tax positions | 0 | (826) | (39) |
Settlements | 0 | (5,361) | (364) |
Ending balance | $ 4,963 | $ 4,133 | $ 10,320 |
Leases - Schedule of Supplement
Leases - Schedule of Supplemental Balance Sheet Information (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Assets | ||
Operating lease right-of-use assets | $ 79,484 | $ 85,034 |
Liabilities: | ||
Current operating lease liabilities | 15,501 | 16,445 |
Non-current operating lease liabilities | 81,046 | 82,969 |
Total lease liabilities | $ 96,547 | $ 99,414 |
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List] | Other assets | Other assets |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List] | Other current liabilities | Other current liabilities |
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List] | Other liabilities | Other liabilities |
Leases - Schedule of Lease Term
Leases - Schedule of Lease Term and Discount Rate (Details) | Dec. 31, 2021 | Dec. 31, 2020 |
Leases [Abstract] | ||
Weighted average remaining term (in years) | 9 years 6 months | 10 years 2 months 12 days |
Weighted average discount rate (as a percent) | 4.40% | 4.50% |
Leases - Maturities of Lease Pa
Leases - Maturities of Lease Payments (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Leases [Abstract] | ||
2022 | $ 19,418 | |
2023 | 15,262 | |
2024 | 12,409 | |
2025 | 10,002 | |
2026 | 8,667 | |
Thereafter | 53,358 | |
Total lease payments | 119,116 | |
Less: Imputed interest | (22,569) | |
Total lease liabilities | 96,547 | $ 99,414 |
Less: Current portion of lease obligations | (15,501) | (16,445) |
Long-term lease obligations | $ 81,046 | $ 82,969 |
Leases - Narrative (Details)
Leases - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Leases [Abstract] | |||
Rental expense | $ 24.3 | $ 18.2 | $ 18.3 |
Leases - Supplemental Cash Flow
Leases - Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Cash paid for amounts included in the measurement of lease liabilities: | ||
Operating cash flows from operating leases | $ 16,464 | $ 14,511 |
Non-cash transactions: | ||
Right-of-use assets obtained in exchange for lease liabilities | $ 14,613 | $ 32,469 |
Financing and Other Debt - Summ
Financing and Other Debt - Summary of Outstanding Borrowings (Details) - USD ($) | Dec. 31, 2021 | Apr. 01, 2021 | Mar. 31, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | ||||
Long-term Debt, Gross | $ 2,905,088,000 | $ 3,132,090,000 | ||
Current portion of gross debt | 165,703,000 | 170,556,000 | ||
Less: Unamortized debt issuance costs/debt discount | (9,934,000) | (17,826,000) | ||
Short-term debt, net | 155,769,000 | 152,730,000 | ||
Long-term portion of gross debt | 2,739,385,000 | 2,961,534,000 | ||
Less: Unamortized debt issuance costs/debt discount | (44,020,000) | (87,421,000) | ||
Long-term debt, net | 2,695,365,000 | 2,874,113,000 | ||
Participation debt | ||||
Debt Instrument [Line Items] | ||||
Long-term Debt, Gross | 1,500,000 | 0 | ||
Borrowed Federal Funds | ||||
Debt Instrument [Line Items] | ||||
Long-term Debt, Gross | 0 | 20,000,000 | ||
Revolving line-of-credit facility under Amended and Restated Credit Agreement | Amended and Restated Credit Agreemen | ||||
Supplemental information under Amended and Restated Credit Agreement: | ||||
Remaining borrowing capacity on revolving credit facility | 758,808,000 | $ 930,000,000 | $ 870,000,000 | 818,372,000 |
Revolving line-of-credit facility under Amended and Restated Credit Agreement | Amended and Restated Credit Agreemen | Letter of Credit | ||||
Supplemental information under Amended and Restated Credit Agreement: | ||||
Letters of credit | 51,392,000 | 51,628,000 | ||
Secured debt | ||||
Debt Instrument [Line Items] | ||||
Long-term Debt, Gross | 100,861,000 | 85,945,000 | ||
Secured debt | Revolving line-of-credit facility under Amended and Restated Credit Agreement | ||||
Debt Instrument [Line Items] | ||||
Long-term Debt, Gross | 119,800,000 | 0 | ||
Secured debt | Revolving line-of-credit facility under Amended and Restated Credit Agreement | Tranche A term loan | ||||
Supplemental information under Amended and Restated Credit Agreement: | ||||
Letters of credit | 0 | |||
Secured debt | Line of Credit | Amended and Restated Credit Agreemen | ||||
Debt Instrument [Line Items] | ||||
Long-term Debt, Gross | 2,372,927,000 | 2,316,145,000 | ||
Secured debt | Line of Credit | Tranche A term loan | ||||
Debt Instrument [Line Items] | ||||
Long-term Debt, Gross | 941,742,000 | 873,777,000 | ||
Secured debt | Line of Credit | Tranche B term loan | ||||
Debt Instrument [Line Items] | ||||
Long-term Debt, Gross | 1,431,185,000 | 1,442,368,000 | ||
Senior Notes | Notes outstanding | ||||
Debt Instrument [Line Items] | ||||
Long-term Debt, Gross | $ 0 | 400,000,000 | ||
Convertible Debt | ||||
Debt Instrument [Line Items] | ||||
Long-term Debt, Gross | $ 310,000,000 |
Financing and Other Debt - Narr
Financing and Other Debt - Narrative (Details) | Apr. 01, 2021USD ($) | Mar. 15, 2021USD ($) | Jul. 01, 2020USD ($)trading_day$ / sharesshares | Dec. 31, 2021USD ($)amendment | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Mar. 31, 2021USD ($) | Jan. 01, 2021USD ($) |
Debt Instrument [Line Items] | ||||||||
Long-term Debt, Gross | $ 2,905,088,000 | $ 3,132,090,000 | ||||||
Redemption price unpaid interest | $ 400,000,000 | |||||||
Operating interest | 1,400,000 | |||||||
Proceeds from issuance of Convertible Notes | 0 | 299,150,000 | $ 0 | |||||
Sale of stock, consideration received on transaction | $ 90,000,000 | |||||||
Loss on extinguishment of debt | 3,400,000 | 1,300,000 | ||||||
General and administrative expenses incurred | 5,500,000 | (10,600,000) | ||||||
Unamortized issuance cost | $ 16,100,000 | |||||||
Number of amendments | amendment | 4 | |||||||
Consent fees amount | $ 2,900,000 | |||||||
Debt issuance costs capitalized | 3,400,000 | |||||||
Debt discount | $ 11,000,000 | |||||||
Long-term debt, net | $ 2,874,113,000 | |||||||
Average interest rate on borrowed federal funds | 0.11% | 1.01% | ||||||
Pledged receivables held as collateral | $ 343,500,000 | |||||||
Through December 31, 2022 | ||||||||
Debt Instrument [Line Items] | ||||||||
Borrowings under guaranteed investment agreements | 45,000,000 | |||||||
Thereafter through December 31, 2023 | ||||||||
Debt Instrument [Line Items] | ||||||||
Borrowings under guaranteed investment agreements | 35,000,000 | |||||||
Common Stock Issued | Private Placement | ||||||||
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 | |||||||
Revolving line-of-credit facility under Amended and Restated Credit Agreement | ||||||||
Debt Instrument [Line Items] | ||||||||
Line of credit facility, increase (decrease) | $ 50,000,000 | |||||||
Revolving line-of-credit facility under Amended and Restated Credit Agreement | Federal Reserve Bank | ||||||||
Debt Instrument [Line Items] | ||||||||
Letters of credit | 0 | 0 | ||||||
Current borrowing capacity | $ 268,600,000 | |||||||
Tranche A term loan | ||||||||
Debt Instrument [Line Items] | ||||||||
Interest coverage ratio (no less than) | 3 | |||||||
Debt Instrument, Covenant, Consolidated Fixed Charges | 1.5 | |||||||
Tranche A term loan | September 30, 2021 | ||||||||
Debt Instrument [Line Items] | ||||||||
Consolidated leverage ratio | 6 | |||||||
Tranche A term loan | December 31, 2021 | ||||||||
Debt Instrument [Line Items] | ||||||||
Consolidated leverage ratio | 5.75 | |||||||
Tranche A term loan | March 31, 2022 | ||||||||
Debt Instrument [Line Items] | ||||||||
Consolidated leverage ratio | 5.50 | |||||||
Tranche A term loan | June 30, 2022 | ||||||||
Debt Instrument [Line Items] | ||||||||
Consolidated leverage ratio | 5.25 | |||||||
Tranche A term loan | September 30, 2022 | ||||||||
Debt Instrument [Line Items] | ||||||||
Consolidated leverage ratio | 5 | |||||||
Tranche A term loan | September 30, 2023 and thereafter | ||||||||
Debt Instrument [Line Items] | ||||||||
Consolidated leverage ratio | 4.75 | |||||||
Tranche A term loan | Secured debt | ||||||||
Debt Instrument [Line Items] | ||||||||
Mandatory quarterly payments | $ 12,200,000 | |||||||
Tranche B term loan | Secured debt | ||||||||
Debt Instrument [Line Items] | ||||||||
Mandatory quarterly payments | 3,600,000 | |||||||
Loan Participations and Assignments | ||||||||
Debt Instrument [Line Items] | ||||||||
Long-term Debt, Gross | $ 1,500,000 | $ 0 | ||||||
Weighted average effective interest rate (as a percent) | 2.54% | |||||||
Amended and Restated Credit Agreemen | ||||||||
Debt Instrument [Line Items] | ||||||||
Weighted average effective interest rate (as a percent) | 2.20% | 2.30% | ||||||
Commitment fee percentage | 0.40% | 0.40% | ||||||
Amended and Restated Credit Agreemen | Minimum | ||||||||
Debt Instrument [Line Items] | ||||||||
Commitment fee percentage | 0.25% | |||||||
Amended and Restated Credit Agreemen | Maximum | ||||||||
Debt Instrument [Line Items] | ||||||||
Commitment fee percentage | 0.50% | |||||||
Amended and Restated Credit Agreemen | Revolving line-of-credit facility under Amended and Restated Credit Agreement | ||||||||
Debt Instrument [Line Items] | ||||||||
Remaining borrowing capacity on revolving credit facility | $ 930,000,000 | $ 758,808,000 | $ 818,372,000 | $ 870,000,000 | ||||
Capitalized debt issuance costs | $ 4,300,000 | |||||||
Securitization Facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Interest rate during period, percent | 0.91% | 0.97% | ||||||
Securitization facility | $ 70,100,000 | $ 62,600,000 | ||||||
European Securitization Facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Interest rate during period, percent | 0.92% | 0.98% | ||||||
Securitized debt | $ 30,800,000 | $ 23,400,000 | ||||||
Senior Notes | Notes outstanding | ||||||||
Debt Instrument [Line Items] | ||||||||
Long-term Debt, Gross | 0 | 400,000,000 | ||||||
Long-term deposits | $ 400,000,000 | |||||||
Line of Credit | ||||||||
Debt Instrument [Line Items] | ||||||||
Remaining borrowing capacity on revolving credit facility | 530,000,000 | 376,000,000 | ||||||
Borrowed federal funds | 0 | 20,000,000 | ||||||
Line of Credit | Participation Debt Agreement | ||||||||
Debt Instrument [Line Items] | ||||||||
Long-term debt, net | 0 | |||||||
Convertible Debt | ||||||||
Debt Instrument [Line Items] | ||||||||
Long-term Debt, Gross | 310,000,000 | |||||||
Proceeds from issuance of Convertible Notes | $ 389,200,000 | |||||||
Convertible Debt | Convertible Senior Notes Due 2027 | ||||||||
Debt Instrument [Line Items] | ||||||||
Aggregate amount | 310,000,000 | |||||||
Long-term Debt, Gross | 310,000,000 | 310,000,000 | ||||||
Operating interest | $ 22,236,000 | $ 13,433,000 | ||||||
Proceeds from issuance of Convertible Notes | $ 299,200,000 | |||||||
Debt instrument, term | 7 years | |||||||
Interest rate, stated percentage | 6.50% | 0.065% | ||||||
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 | |||||||
Redemption price as percentage of principal amount | 105.00% | |||||||
Effective percentage | 7.50% | 11.20% | ||||||
Debt issuance costs capitalized | $ 2,068,000 | $ 2,358,000 | ||||||
Long-term debt, net | 295,088,000 | 240,887,000 | ||||||
Convertible Debt | Convertible Senior Notes Due 2027 | Minimum | ||||||||
Debt Instrument [Line Items] | ||||||||
Number trading days | trading_day | 5 | |||||||
Secured debt | ||||||||
Debt Instrument [Line Items] | ||||||||
Long-term Debt, Gross | 100,861,000 | 85,945,000 | ||||||
Secured debt | Revolving line-of-credit facility under Amended and Restated Credit Agreement | ||||||||
Debt Instrument [Line Items] | ||||||||
Long-term Debt, Gross | 119,800,000 | 0 | ||||||
Secured debt | Tranche A term loan | Revolving line-of-credit facility under Amended and Restated Credit Agreement | ||||||||
Debt Instrument [Line Items] | ||||||||
Letters of credit | 0 | |||||||
Secured debt | Tranche A term loan | Line of Credit | ||||||||
Debt Instrument [Line Items] | ||||||||
Aggregate amount | 978,400,000 | |||||||
Long-term Debt, Gross | 941,742,000 | 873,777,000 | ||||||
Secured debt | Tranche B term loan | Line of Credit | ||||||||
Debt Instrument [Line Items] | ||||||||
Aggregate amount | $ 1,442,000,000 | |||||||
Long-term Debt, Gross | 1,431,185,000 | 1,442,368,000 | ||||||
Secured debt | Amended and Restated Credit Agreemen | Line of Credit | ||||||||
Debt Instrument [Line Items] | ||||||||
Long-term Debt, Gross | $ 2,372,927,000 | $ 2,316,145,000 | ||||||
Base Rate | Tranche B term loan | Secured debt | ||||||||
Debt Instrument [Line Items] | ||||||||
Margin on variable rate, percent | 1.25% | |||||||
Eurocurrency Rate | Revolving line-of-credit facility under Amended and Restated Credit Agreement | Minimum | ||||||||
Debt Instrument [Line Items] | ||||||||
Margin on variable rate, percent | 0.75% | |||||||
Eurocurrency Rate | Tranche B term loan | Secured debt | ||||||||
Debt Instrument [Line Items] | ||||||||
Margin on variable rate, percent | 2.25% | |||||||
London Interbank Offered Rate (LIBOR) | Line of Credit | Participation Debt Agreement | Minimum | ||||||||
Debt Instrument [Line Items] | ||||||||
Margin on variable rate, percent | 2.25% | |||||||
London Interbank Offered Rate (LIBOR) | Line of Credit | Participation Debt Agreement | Maximum | ||||||||
Debt Instrument [Line Items] | ||||||||
Margin on variable rate, percent | 2.50% |
Financing and Other Debt - Sche
Financing and Other Debt - Schedule of Convertible Notes (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2020 | Dec. 31, 2021 | Jan. 01, 2021 | Dec. 31, 2019 | |
Debt Instrument [Line Items] | ||||
Long-term Debt, Gross | $ 3,132,090 | $ 2,905,088 | ||
Less: Unamortized issuance cost | $ (3,400) | |||
Net carrying amount of Convertible Notes | $ 2,874,113 | |||
Debt financing costs | 570 | |||
Adjustments to additional paid in capital, equity component of convertible debt | 41,066 | |||
Convertible Debt | ||||
Debt Instrument [Line Items] | ||||
Long-term Debt, Gross | 310,000 | |||
Convertible Senior Notes Due 2027 | Convertible Debt | ||||
Debt Instrument [Line Items] | ||||
Long-term Debt, Gross | 310,000 | 310,000 | ||
Less: Unamortized discounts | (66,755) | (12,844) | ||
Less: Unamortized issuance cost | (2,358) | (2,068) | ||
Net carrying amount of Convertible Notes | 240,887 | 295,088 | ||
Equity component | 54,689 | $ 0 | ||
Debt financing costs | 600 | |||
Adjustments to additional paid in capital, equity component of convertible debt | $ 13,600 |
Financing and Other Debt- Sched
Financing and Other Debt- Schedule of Total Interest Expense for Convertible Note (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Jul. 01, 2020 | |
Debt Instrument [Line Items] | |||
Operating interest | $ 1,400 | ||
Convertible Senior Notes Due 2027 | Convertible Debt | |||
Debt Instrument [Line Items] | |||
Interest on 6.5% coupon | 20,150 | $ 10,019 | |
Amortization of debt discount and debt issuance costs | 2,086 | 3,414 | |
Operating interest | $ 22,236 | $ 13,433 | |
Interest rate, stated percentage | 0.065% | 6.50% |
Financing and Other Debt - Su_2
Financing and Other Debt - Summary of Annual Principal Payments (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Debt Disclosure [Abstract] | |
2022 | $ 165,703 |
2023 | 63,342 |
2024 | 63,342 |
2025 | 63,342 |
2026 | $ 880,275 |
Employee Benefit Plans (Details
Employee Benefit Plans (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Retirement Benefits [Abstract] | |||
Eligible age to participate | 18 years | ||
Eligible year of service for Company matching contributions | 1 year | ||
Company matching percentage of each employee's contributions to maximum employee eligible compensation | 100.00% | ||
Maximum percentage of employee eligible compensation to the plan | 6.00% | ||
Contributions by company | $ 15.1 | $ 13.7 | $ 10 |
Obligation related to defined contribution plan | 11.3 | 9.6 | |
Total net unfunded status of defined benefit pension plan | $ 5.4 | $ 6.3 |
Fair Value - Assets and Liabili
Fair Value - Assets and Liabilities Measured at Fair Value on a Recurring Basis (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Investment securities, current: | ||
Debt securities, current | $ 948,677 | $ 0 |
Investment securities, non-current: | ||
Debt securities, noncurrent | 39,650 | 37,273 |
Prepaid expenses and other current assets | ||
Investment securities, non-current: | ||
Executive deferred compensation plan trust | 1,600 | 900 |
Derivative asset | 100 | |
Other assets | ||
Investment securities, non-current: | ||
Executive deferred compensation plan trust | 9,700 | 8,700 |
Derivative asset | 14,900 | |
Corporate debt securities | ||
Investment securities, current: | ||
Debt securities, current | 351,843 | |
Municipal bonds | ||
Investment securities, current: | ||
Debt securities, current | 31,168 | |
Investment securities, non-current: | ||
Debt securities, noncurrent | 3,108 | 197 |
Asset-backed securities | ||
Investment securities, current: | ||
Debt securities, current | 120,211 | |
Investment securities, non-current: | ||
Debt securities, noncurrent | 168 | 210 |
Mortgage-backed securities | ||
Investment securities, current: | ||
Debt securities, current | 138,260 | |
Investment securities, non-current: | ||
Debt securities, noncurrent | 123 | 138 |
Pooled investment fund measured at net asset value | ||
Investment securities, non-current: | ||
Debt securities, noncurrent | 9,000 | 9,000 |
Interest rate swaps | Other current liabilities | ||
Liabilities: | ||
Derivative liability | 17,600 | 22,000 |
Interest rate swaps | Other liabilities | ||
Liabilities: | ||
Derivative liability | 2,400 | 22,900 |
Level 1 | ||
Investment securities, non-current: | ||
Executive deferred compensation plan trust | 11,303 | 9,586 |
Level 1 | Money market funds | ||
Financial Assets: | ||
Money market funds | 3,670 | 335,449 |
Level 1 | Fixed-income mutual fund | ||
Investment securities, non-current: | ||
Debt securities, noncurrent | 27,251 | 27,728 |
Level 2 | US Treasury Securities | ||
Investment securities, current: | ||
Debt securities, current | 307,195 | 0 |
Level 2 | Corporate debt securities | ||
Investment securities, current: | ||
Debt securities, current | 351,843 | 0 |
Level 2 | Municipal bonds | ||
Investment securities, current: | ||
Debt securities, current | 31,168 | 0 |
Investment securities, non-current: | ||
Debt securities, noncurrent | 3,108 | 197 |
Level 2 | Asset-backed securities | ||
Investment securities, current: | ||
Debt securities, current | 120,211 | 0 |
Investment securities, non-current: | ||
Debt securities, noncurrent | 168 | 210 |
Level 2 | Mortgage-backed securities | ||
Investment securities, current: | ||
Debt securities, current | 138,260 | 0 |
Investment securities, non-current: | ||
Debt securities, noncurrent | 123 | 138 |
Level 2 | Interest rate swaps | ||
Investment securities, non-current: | ||
Derivative asset | 15,031 | 0 |
Liabilities: | ||
Derivative liability | 19,982 | 44,938 |
Level 3 | Derivative | ||
Liabilities: | ||
Derivative liability | 67,300 | 0 |
Net Asset Value | Pooled investment fund measured at net asset value | ||
Investment securities, non-current: | ||
Debt securities, noncurrent | $ 9,000 | $ 9,000 |
Fair Value - Pooled Investment
Fair Value - Pooled Investment Fund (Details) - Net Asset Value - Pooled investment fund $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($) | |
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 | $ 9,000 |
Fair Value - Narrative (Details
Fair Value - Narrative (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Impairment charges | $ 0 | $ 53,378 | $ 0 |
Level 3 | Fair Value, Recurring | Measurement Input, Discount Rate | Valuation, Market Approach | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Contingent consideration, liability, measurement input | 0.0145 | ||
Level 2 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Convertible debt, fair value | $ 327,700 | $ 405,600 |
Fair Value - Contingent Conside
Fair Value - Contingent Consideration Liability are Measured at Fair Value on a Recurring Basis Using Unobservable Inputs (Level 3) (Details) - Obligations $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Contingent consideration, beginning balance | $ 0 |
Contingent consideration recorded as a result of the acquisition | 27,200 |
Change in estimated fair value | 40,100 |
Contingent consideration, ending balance | $ 67,300 |
Redeemable Non-Controlling In_3
Redeemable Non-Controlling Interest - Narrative (Details) - USD ($) $ in Thousands | Jun. 01, 2021 | Apr. 01, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Mar. 05, 2019 |
Noncontrolling Interest [Line Items] | |||||
Repurchase of non-controlling interest | $ 11,200 | $ 11,191 | $ 0 | ||
Contribution from non-controlling interest | $ 12,500 | $ 12,457 | $ 0 | ||
Discovery Benefits, Inc. | |||||
Noncontrolling Interest [Line Items] | |||||
Ownership percentage by noncontrolling interest | 4.90% | ||||
Discovery Benefits, Inc. | Maximum | |||||
Noncontrolling Interest [Line Items] | |||||
Call rights, exercise period | 7 years | ||||
Healthcare Bank | |||||
Noncontrolling Interest [Line Items] | |||||
Ownership percentage by noncontrolling interest | 4.53% | 4.53% | 4.90% |
Redeemable Non-Controlling In_4
Redeemable Non-Controlling Interest - Schedule of Redeemable Non-Controlling Interest (Details) - USD ($) $ in Thousands | Jun. 01, 2021 | Apr. 01, 2021 | Dec. 31, 2021 | Dec. 31, 2020 |
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||
Balance, beginning of year | $ 117,219 | $ 156,879 | ||
Repurchase of non-controlling interest | $ (11,200) | (11,191) | 0 | |
Contribution from non-controlling interest | $ 12,500 | 12,457 | 0 | |
Net income attributable to redeemable non-controlling interest | 465 | 652 | ||
Change in value of redeemable non-controlling interest | 135,156 | (40,312) | ||
Balance, end of year | $ 254,106 | $ 117,219 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Long-term Purchase Commitment [Line Items] | |||
Loss contingency payments | $ 350 | ||
Unused commitments to extend credit | 7,500,000 | $ 7,500,000 | |
Shortfall penalties | 6,000 | $ 3,600 | |
Maximum penalties | 34,700 | ||
Minimum spend commitment in 2022 | 10,400 | 10,400 | |
Minimum spend commitment in 2023 | 8,700 | 8,700 | |
Cloud Platform Services | |||
Long-term Purchase Commitment [Line Items] | |||
Minimum spend commitment, total | 19,100 | 19,100 | |
Loans To Nonprofit, Community Development Financial Institution | |||
Long-term Purchase Commitment [Line Items] | |||
Unused commitments to extend credit | 7,300 | 7,300 | |
Fund commitment | 10,000 | ||
Minimum volume purchase commitments | $ 2,700 | $ 2,700 |
Dividend Restrictions (Details)
Dividend Restrictions (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Disclosure of Restrictions on Dividends, Loans and Advances Disclosure [Abstract] | |
Ratio of funded indebtedness to EBITDA (no more than) | 2.75 |
Maximum restricted payments, including dividends | $ 300 |
Percentage of eligible carry over of unused restricted dividend payments | 100.00% |
Increase in maximum restricted payments, including dividends, per annum | $ 50 |
Percentage of transfer to surplus fund | 10.00% |
Required percentage of surplus to capital stock | 100.00% |
Capital stock | $ 5.3 |
Capital surplus as percent of capital stock | 100.00% |
Stock-Based Compensation - Narr
Stock-Based Compensation - Narrative (Details) $ in Millions | May 09, 2021shares | Jun. 24, 2020 | Mar. 16, 2020USD ($)grantee | Mar. 20, 2019USD ($)grantee | May 31, 2017day | Dec. 31, 2021USD ($)shares | Dec. 31, 2020USD ($)shares | Dec. 31, 2019USD ($) | Jun. 04, 2021shares | Mar. 21, 2021shares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Share-based compensation arrangement by share-based payment award, number of shares available for grant (in shares) | shares | 4,500,000 | 1,235,669 | ||||||||
Share-based compensation arrangement by share-based payment award, number of additional shares authorized (in shares) | shares | 776,777 | |||||||||
Total stock-based compensation cost recognized | $ 74.8 | $ 63.9 | $ 45.6 | |||||||
Total unrecognized compensation cost | 5.5 | |||||||||
Tax benefit from stock option and restricted stock units | 14.1 | 11.5 | 9.9 | |||||||
Vesting period | 1 year | |||||||||
Total incremental compensation cost | $ 21.8 | $ 1.3 | ||||||||
Shares exercised, total intrinsic value | 48.1 | 8.7 | 5.7 | |||||||
Restricted Stock Units (RSUs) | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Total unrecognized compensation cost | $ 40.1 | |||||||||
Compensation cost expected recognition weighted average period (in years) | 1 year 2 months 12 days | |||||||||
Shares granted fair value | $ 44.5 | 37 | 34 | |||||||
Shares vested fair value | $ 24.4 | $ 11.9 | 7.6 | |||||||
Deferred stock units (in shares) | shares | 485,000 | 472,000 | ||||||||
Restricted Stock Units (RSUs) | Non-Employee Directors | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Vesting period | 12 months | |||||||||
Restricted Stock Units (RSUs) | Certain Employees | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Vesting period | 3 years | |||||||||
Performance Based Restricted Stock Units | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Shares granted fair value | $ 34.9 | $ 58.5 | 19 | |||||||
Shares vested fair value | $ 23.7 | $ 21.7 | $ 9.3 | |||||||
Deferred stock units (in shares) | shares | 557,000 | 582,000 | ||||||||
Performance Based Restricted Stock Units | Minimum | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Performance goals tracking period | 1 year | |||||||||
Performance Based Restricted Stock Units | Maximum | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Performance goals tracking period | 3 years | |||||||||
Stock Options, Non-CEO | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Number of grantees affected | grantee | 332 | 215 | ||||||||
TSR | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Total unrecognized compensation cost | $ 52.8 | |||||||||
Compensation cost expected recognition weighted average period (in years) | 1 year 8 months 12 days | |||||||||
TSR | Minimum | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Performance goals tracking period | 1 year | |||||||||
TSR | Maximum | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Performance goals tracking period | 3 years | |||||||||
Performance Shares | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Expiration period | 10 years | |||||||||
Number of consecutive trading days | day | 20 | |||||||||
Award vesting rights | 100.00% | |||||||||
Derived service period | 3 years | |||||||||
Stock Option | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Total unrecognized compensation cost | $ 10.3 | |||||||||
Vesting period | 3 years | |||||||||
Compensation cost expected recognition weighted average period (in years) | 1 year 3 months 18 days | |||||||||
Expiration period | 10 years | |||||||||
Stock Option | First anniversary | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Award vesting rights | 33.00% | |||||||||
Deferred Stock Units | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Vesting period | 200 days | |||||||||
Deferred stock units (in shares) | shares | 58,000 | 54,000 | ||||||||
Common Stock Issued | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Share-based compensation arrangement by share-based payment award, number of shares available for grant (in shares) | shares | 4,400,000 |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of Restricted Stock Units (Details) - Restricted Stock Units (RSUs) shares in Thousands | 12 Months Ended |
Dec. 31, 2021$ / sharesshares | |
Units | |
Unvested at beginning of period (in shares) | 472 |
Granted (in shares) | 229 |
Vested, including shares withheld for tax (in shares) | (175) |
Forfeited (in shares) | (41) |
Unvested at end of period (in shares) | 485 |
Restricted shares withheld for tax (in shares) | 55 |
Weighted-Average Grant-Date Fair Value | |
Unvested at beginning of period (in dollars per share) | $ / shares | $ 145.77 |
Granted (in dollars per share) | $ / shares | 194.41 |
Vested (in dollars per share) | $ / shares | 139.08 |
Forfeited (in dollars per share) | $ / shares | 169.13 |
Unvested at end of period (in dollars per share) | $ / shares | $ 169.19 |
Stock-Based Compensation - Sc_2
Stock-Based Compensation - Schedule of Grant Date (Details) - $ / shares | Mar. 15, 2021 | Jun. 24, 2020 | Mar. 16, 2020 | Mar. 20, 2019 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Vesting period | 1 year | ||||||
Stock Option | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Risk-free interest rate | 0.20% | 0.18% | 1.05% | 0.58% | 2.37% | ||
Stock price (in dollars per share) | $ 173.15 | $ 173.15 | |||||
Expected stock price volatility | 51.32% | 62.29% | |||||
Fair value per share (in dollars per share) | $ 280.93 | $ 188.21 | $ 92.82 | $ 35.13 | $ 58.28 | ||
Vesting period | 3 years | ||||||
Stock Options, Non-CEO | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Risk-free interest rate | 0.29% | 0.21% | |||||
Stock price (in dollars per share) | $ 226.02 | $ 160.14 | |||||
Expected stock price volatility | 53.65% | 47.72% | |||||
Fair value per share (in dollars per share) | $ 238.92 | $ 264.17 | |||||
Stock Options, CEO | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Risk-free interest rate | 0.21% | ||||||
Stock price (in dollars per share) | $ 160.14 | ||||||
Expected stock price volatility | 47.72% | ||||||
Fair value per share (in dollars per share) | $ 240.55 |
Stock-Based Compensation - Sc_3
Stock-Based Compensation - Schedule of Performance Based Restricted Stock Units (Details) - Performance Based Restricted Stock Units shares in Thousands | 12 Months Ended |
Dec. 31, 2021$ / sharesshares | |
Units | |
Unvested at beginning of period (in shares) | 582 |
Granted (in shares) | 148 |
Forfeited (in shares) | (56) |
Vested, including shares withheld for tax (in shares) | (150) |
Performance adjustment (in shares) | 33 |
Unvested at end of period (in shares) | 557 |
Restricted shares withheld for tax (in shares) | 54 |
Weighted-Average Grant-Date Fair Value | |
Unvested at beginning of period (in dollars per share) | $ / shares | $ 170.05 |
Granted (in dollars per share) | $ / shares | 236.44 |
Forfeited (in dollars per share) | $ / shares | 219.29 |
Vested (in dollars per share) | $ / shares | 157.55 |
Unvested at end of period (in dollars per share) | $ / shares | $ 230.01 |
Stock-Based Compensation - Sc_4
Stock-Based Compensation - Schedule of Assumptions Used (Details) - Stock Option - $ / shares | Mar. 16, 2020 | Mar. 20, 2019 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Weighted average fair value (in dollars per share) | $ 280.93 | $ 188.21 | $ 92.82 | $ 35.13 | $ 58.28 |
Weighted average expected term (in years) | 6 years | 6 years | 6 years | ||
Exercise price (in dollars per share) | $ 226.02 | $ 109.66 | $ 184.81 | ||
Expected stock price volatility | 41.81% | 32.37% | 27.21% | ||
Risk-free interest rate | 0.20% | 0.18% | 1.05% | 0.58% | 2.37% |
Stock-Based Compensation - Sc_5
Stock-Based Compensation - Schedule of Stock Option Activity (Details) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($)$ / sharesshares | |
Shares | |
Outstanding at beginning of period (in shares) | shares | 1,043 |
Granted (in shares) | shares | 119 |
Exercised (in shares) | shares | (432) |
Forfeited (in shares) | shares | (26) |
Outstanding at end of period (in shares) | shares | 704 |
Exercisable (in shares) | shares | 399 |
Vested and expected to vest (in shares) | shares | 300 |
Weighted-Average Exercise Price | |
Outstanding at beginning of period (in dollars per share) | $ / shares | $ 115.72 |
Granted (in dollars per share) | $ / shares | 226.02 |
Exercised (in dollars per share) | $ / shares | 102.40 |
Forfeited or expired (in dollars per share) | $ / shares | 147.28 |
Outstanding at end of period (in dollars per share) | $ / shares | 141.42 |
Exercisable (in dollars per share) | $ / shares | 125.95 |
Vested and expected to vest (in dollars per share) | $ / shares | $ 161.14 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract] | |
Weighted average remaining contractual term, Outstanding | 7 years 1 month 6 days |
Weighted average remaining contractual term, Exercisable | 6 years 1 month 6 days |
Weighted average remaining contractual term, Vested and expected to vest | 8 years 6 months |
Aggregate Intrinsic Value, Outstanding | $ | $ 14,850 |
Aggregate Intrinsic Value, Exercisable | $ | 10,036 |
Aggregate Intrinsic Value, Vested and expected to vest | $ | $ 4,768 |
Restructuring Activities (Detai
Restructuring Activities (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Restructuring and Related Activities [Abstract] | |
Restructuring charges | $ 5.4 |
Accrued restructuring | $ 0 |
Segment Information - Narrative
Segment Information - Narrative (Details) | 12 Months Ended |
Dec. 31, 2021segment | |
Segment Reporting [Abstract] | |
Number of reportable segments | 3 |
Segment Information - Reportabl
Segment Information - Reportable Segment Results (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Segment Reporting, Revenue Reconciling Item [Line Items] | |||
Total revenues | $ 1,850,542 | $ 1,559,869 | $ 1,723,691 |
Interest income | 4,486 | 5,850 | 9,304 |
Fleet Solutions | |||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||
Total revenues | 1,111,415 | 918,310 | 1,038,395 |
Interest income | 1,813 | 4,326 | 6,249 |
Travel and Corporate Solutions | |||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||
Total revenues | 324,918 | 277,840 | 367,826 |
Interest income | 14 | 272 | 1,521 |
Health and Employee Benefit Solutions | |||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||
Total revenues | 414,209 | 363,719 | 317,470 |
Interest income | 2,659 | 1,252 | 1,534 |
Payment processing revenue | |||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||
Total revenues | 858,990 | 698,891 | 825,592 |
Payment processing revenue | Fleet Solutions | |||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||
Total revenues | 513,365 | 404,843 | 457,244 |
Payment processing revenue | Travel and Corporate Solutions | |||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||
Total revenues | 274,092 | 229,144 | 303,385 |
Payment processing revenue | Health and Employee Benefit Solutions | |||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||
Total revenues | 71,533 | 64,904 | 64,963 |
Account servicing revenue | |||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||
Total revenues | 526,858 | 449,456 | 413,552 |
Account servicing revenue | Fleet Solutions | |||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||
Total revenues | 168,350 | 153,823 | 164,735 |
Account servicing revenue | Travel and Corporate Solutions | |||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||
Total revenues | 44,157 | 41,927 | 43,293 |
Account servicing revenue | Health and Employee Benefit Solutions | |||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||
Total revenues | 314,351 | 253,706 | 205,524 |
Finance fee revenue | |||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||
Total revenues | 255,323 | 198,523 | 247,318 |
Finance fee revenue | Fleet Solutions | |||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||
Total revenues | 254,306 | 197,307 | 245,082 |
Finance fee revenue | Travel and Corporate Solutions | |||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||
Total revenues | 873 | 1,079 | 2,086 |
Finance fee revenue | Health and Employee Benefit Solutions | |||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||
Total revenues | 144 | 137 | 150 |
Other revenue | |||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||
Total revenues | 209,371 | 212,999 | 237,229 |
Other revenue | Fleet Solutions | |||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||
Total revenues | 175,394 | 162,337 | 171,334 |
Other revenue | Travel and Corporate Solutions | |||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||
Total revenues | 5,796 | 5,690 | 19,062 |
Other revenue | Health and Employee Benefit Solutions | |||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||
Total revenues | $ 28,181 | $ 44,972 | $ 46,833 |
Segment Information - Reconcili
Segment Information - Reconciliation of Adjusted Net Income to Net Income (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Segment Reporting Information [Line Items] | |||
Adjusted operating income | $ 748,351 | $ 542,367 | $ 734,608 |
Acquisition-related intangible amortization | 181,700 | 171,100 | 159,400 |
Loss on sale of subsidiary | 0 | 46,362 | 0 |
Stock-based compensation | 74,758 | 63,863 | 45,811 |
Other costs | 5,400 | ||
Operating income (loss) | 342,000 | (91,673) | 385,841 |
Financing interest expense | (128,422) | (157,080) | (134,677) |
Net foreign currency loss | (12,339) | (25,783) | (926) |
Other income | 3,617 | 491 | 932 |
Change in fair value of contingent consideration | (40,100) | 0 | 0 |
Net unrealized gain (loss) on financial instruments | 39,190 | (27,036) | (34,654) |
Income (loss) before income taxes | 203,946 | (301,081) | 216,516 |
Segment Reconciling Items | |||
Segment Reporting Information [Line Items] | |||
Unallocated corporate expenses | 78,218 | 62,938 | 67,982 |
Acquisition-related intangible amortization | 181,694 | 171,144 | 159,431 |
Other acquisition and divestiture related items | 40,533 | 57,787 | 37,675 |
Legal settlement | 0 | 162,500 | 0 |
Impairment charges | 0 | 53,378 | 0 |
Loss on sale of subsidiary | 0 | 46,362 | 0 |
Debt restructuring costs | 6,185 | 535 | 11,062 |
Stock-based compensation | 76,550 | 65,841 | 47,511 |
Other costs | 23,171 | 13,555 | 25,106 |
Fleet Solutions | |||
Segment Reporting Information [Line Items] | |||
Adjusted operating income | 557,083 | 383,502 | 485,539 |
Travel and Corporate Solutions Segment | |||
Segment Reporting Information [Line Items] | |||
Adjusted operating income | 86,860 | 62,096 | 168,786 |
Health and Employee Benefit Solutions | |||
Segment Reporting Information [Line Items] | |||
Adjusted operating income | $ 104,408 | $ 96,769 | $ 80,283 |
Segment Information - Schedule
Segment Information - Schedule of Revenue and Property and Equipment By Geographic Data (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Total revenues | $ 1,850,542 | $ 1,559,869 | $ 1,723,691 |
Net property, equipment and capitalized software | 179,531 | 188,340 | 212,475 |
United States | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Total revenues | 1,642,747 | 1,401,144 | 1,535,985 |
Net property, equipment and capitalized software | 170,626 | 176,348 | 200,101 |
Other international | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Total revenues | 207,795 | 158,725 | 187,706 |
International | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Net property, equipment and capitalized software | $ 8,905 | $ 11,992 | $ 12,374 |
Supplementary Regulatory Capi_3
Supplementary Regulatory Capital Disclosure (Details) $ in Thousands | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) |
Debt Disclosure [Abstract] | ||
Total Capital to risk-weighted assets, Actual Amount | $ 402,406 | $ 299,136 |
Total Capital to risk-weighted assets, Ratio | 0.1263 | 0.1504 |
Total Capital to risk-weighted assets, Minimum for Capital Adequacy Purposes Amount | $ 254,984 | $ 159,148 |
Total Capital to risk-weighted assets, Ratio | 0.0800 | 0.0800 |
Total Capital to risk-weighted assets, Minimum to Be Well Capitalized Under Prompt Corrective Action Provisions Amount | $ 318,731 | $ 198,935 |
Total Capital to risk-weighted assets, Ratio | 0.1000 | 0.1000 |
Tier 1 Capital to average assets, Actual Amount | $ 366,121 | $ 287,570 |
Tier 1 Capital to average assets, Ratio | 0.0875 | 0.1271 |
Tier 1 Capital to average assets, Minimum for Capital Adequacy Purposes Amount | $ 167,317 | $ 90,514 |
Tier 1 Capital to average assets, Ratio | 0.0400 | 0.0400 |
Tier 1 Capital to average assets, Minimum to Be Well Capitalized Under Prompt Corrective Action Provisions Amount | $ 209,147 | $ 113,143 |
Tier 1 Capital to average assets, Ratio | 0.0500 | 0.0500 |
Common equity to risk-weighted assets, Actual Amount | $ 366,121 | $ 287,570 |
Common equity to risk-weighted assets, Ratio | 11.49% | 14.46% |
Common equity to risk-weighted assets, Minimum for Capital Adequacy Purposes Amount | $ 143,429 | $ 89,521 |
Common equity to risk-weighted assets, Ratio | 4.50% | 4.50% |
Common equity to risk-weighted assets, Minimum to Be Well Capitalized Under Prompt Corrective Action Provisions Amount | $ 207,175 | $ 129,308 |
Common equity to risk-weighted assets, Ratio | 6.50% | 6.50% |
Tier 1 Capital to risk-weighted assets, Actual Amount | $ 366,121 | $ 287,570 |
Tier 1 Capital to risk-weighted assets, Ratio | 0.1149 | 0.1446 |
Tier 1 Capital to risk-weighted assets, Minimum for Capital Adequacy Purposes Amount | $ 191,238 | $ 119,361 |
Tier 1 Capital to risk-weighted assets, Ratio | 0.0600 | 0.0600 |
Tier 1 Capital to risk-weighted assets, Minimum to Be Well Capitalized Under Prompt Corrective Action Provisions Amount | $ 254,984 | $ 159,148 |
Tier 1 Capital to risk-weighted assets, Ratio | 0.0800 | 0.0800 |
Preferred Stock (Details)
Preferred Stock (Details) - $ / shares shares in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Equity [Abstract] | ||
Number of shares authorized (in shares) | 10,000 | |
Preferred stock (USD per share) | $ 0.01 | |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Related Party Transaction (Deta
Related Party Transaction (Details) - USD ($) | Oct. 14, 2021 | Jun. 01, 2021 | Apr. 01, 2021 | Jul. 01, 2020 | Oct. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 |
Related Party Transaction [Line Items] | |||||||
Long-term debt outstanding amount | $ 2,905,088,000 | $ 3,132,090,000 | |||||
Repurchase of non-controlling interest | $ 11,200,000 | 11,191,000 | 0 | ||||
Contribution from non-controlling interest | $ 12,500,000 | 12,457,000 | 0 | ||||
Decrease in custodial cash held | $ 960,000,000 | $ 960,000,000 | |||||
Assets under management totaled amount | 956,500,000 | ||||||
Investment management fees | 100,000 | ||||||
Sale of stock, consideration received on transaction | $ 90,000,000 | ||||||
Sale of stock, percentage of ownership | 4.70% | ||||||
Asset Acquisition Period One | |||||||
Related Party Transaction [Line Items] | |||||||
Additional deferred cash payment | 25,000,000 | ||||||
Asset Acquisition Period Two | |||||||
Related Party Transaction [Line Items] | |||||||
Additional deferred cash payment | $ 25,000,000 | ||||||
Wellington Management Company LLP | |||||||
Related Party Transaction [Line Items] | |||||||
Related party, ownership interest | 9.00% | ||||||
Health Savings Account Assets of Bell Bank’s Healthcare Bank Division | |||||||
Related Party Transaction [Line Items] | |||||||
Due to related parties | $ 12,500,000 | ||||||
Health Savings Account Assets of Bell Bank’s Healthcare Bank Division | |||||||
Related Party Transaction [Line Items] | |||||||
Payments to acquire productive assets | $ 200,000,000 | ||||||
Common Stock Issued | Private Placement | |||||||
Related Party Transaction [Line Items] | |||||||
Sale of stock, number of shares Issued in transaction (in shares) | 577,254 | ||||||
Sale of stock, consideration received on transaction | $ 90,000,000 | ||||||
Secured debt | |||||||
Related Party Transaction [Line Items] | |||||||
Long-term debt outstanding amount | 100,861,000 | 85,945,000 | |||||
Secured debt | Revolving line-of-credit facility under Amended and Restated Credit Agreement | |||||||
Related Party Transaction [Line Items] | |||||||
Long-term debt outstanding amount | 119,800,000 | 0 | |||||
Convertible Debt | |||||||
Related Party Transaction [Line Items] | |||||||
Long-term debt outstanding amount | 310,000,000 | ||||||
Tranche A term loan | Secured debt | Revolving line-of-credit facility under Amended and Restated Credit Agreement | |||||||
Related Party Transaction [Line Items] | |||||||
Line of credit facility, remaining borrowing capacity | 50,000,000 | 50,000,000 | |||||
Lines of credit outstanding | 0 | ||||||
Convertible Senior Notes Due 2027 | Convertible Debt | |||||||
Related Party Transaction [Line Items] | |||||||
Long-term debt outstanding amount | $ 310,000,000 | $ 310,000,000 | |||||
Aggregate amount | $ 310,000,000 | ||||||
U.S. Health | |||||||
Related Party Transaction [Line Items] | |||||||
Ownership percentage by noncontrolling interest | 4.53% | 4.53% | |||||
Healthcare Bank | |||||||
Related Party Transaction [Line Items] | |||||||
Ownership percentage by noncontrolling interest | 4.53% | 4.53% | 4.90% |