WEX Inc. [WEX] Filings

10-Q 1 wex-20220331.htm 10-Q wex-20220331

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2022


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number: 001-32426

WEX Inc.

(Exact name of registrant as specified in its charter)

Delaware

01-0526993

(State or other jurisdiction of
incorporation or organization)

(I.R.S. Employer
Identification No.)

1 Hancock St.,

Portland,

04101

(Address of principal executive offices)

(Zip Code)

(207) 773–8171

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.01 par value

WEX

New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically, every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S–T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ Yes ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b–2 of the Exchange Act.

Large Accelerated Filer

☒

Accelerated Filer

☐

Non-accelerated Filer

☐

Smaller Reporting Company

☐

Emerging Growth Company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b–2 of the Exchange Act).

☐ Yes ☒ No

Number of shares of common stock outstanding as of April 27, 2022 was 44,990,271.

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TABLE OF CONTENTS




FORWARD–LOOKING STATEMENTS		3
ACRONYMS AND ABBREVIATIONS		5
PART I—FINANCIAL INFORMATION

Item 1.	Financial Statements	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	35
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	50
Item 4.	Controls and Procedures	50

PART II—OTHER INFORMATION

Item 1.	Legal Proceedings	50
Item 1A.	Risk Factors	50
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	50
Item 6.	Exhibits	52

SIGNATURE

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Unless otherwise indicated or required by the context, the terms “we,” “us,” “our,” “WEX,” or the “Company,” in this

Quarterly Report on Form 10–Q mean WEX Inc. and all of its subsidiaries that are consolidated under Generally Accepted Accounting Principles in the United States.

FORWARD–LOOKING STATEMENTS

The Private Securities Litigation Reform Act of 1995 provides a “safe harbor” for statements that are forward-looking and are not statements of historical facts. This Quarterly Report includes forward-looking statements including, but not limited to, statements about management’s plan and goals. Any statements in this Quarterly Report that are not statements of historical facts are forward-looking statements. When used in this Quarterly Report, the words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “project” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such words. Forward-looking statements relate to our future plans, objectives, expectations and intentions and are not historical facts and accordingly involve known and unknown risks and uncertainties and other factors that may cause the actual results or performance to be materially different from future results or performance expressed or implied by these forward-looking statements. The following factors, among others, could cause actual results to differ materially from those contained in forward-looking statements made in this Quarterly Report and in oral statements made by our authorized officers:

•the extent to which the coronavirus (COVID-19) pandemic and measures taken in response thereto impact the Company’s employees, business, results of operations and financial condition in excess of current expectations, particularly with respect to demand for worldwide travel;

•the impact of fluctuations in fuel prices and fuel spreads in the Company’s international markets, including the resulting impact on the Company’s revenues and net income;

•the failure to maintain or renew key customer and partner agreements and relationships, or to maintain volumes under such agreements;

•breaches of, or other issues with, the Company’s technology systems or those of its third-party service providers and any resulting negative impact on its reputation, liabilities or relationships with customers or merchants;

•the actions of regulatory bodies, including banking and securities regulators, or possible changes in banking or financial regulations impacting the Company’s industrial bank, the Company as the corporate parent or other subsidiaries or affiliates;

•the failure to comply with the applicable requirements of Mastercard or Visa contracts and rules;

•the effects of general economic conditions, including a decline in demand for fuel, travel related services, or healthcare services, and payment and transaction processing activity;

•failure to expand the Company’s technological capabilities and service offerings as rapidly as the Company’s competitors;

•changes in interest rates and the rate of inflation;

•the ability to attract and retain employees;

•limitations on or compression of interchange fees;

•the impact and size of credit losses;

•the success of the Company’s recently announced Executive Leadership Team and strategic reorganization;

•the effects of the Company’s business expansion and acquisition efforts;

•the failure of corporate investments to result in anticipated strategic value;

•the failure to comply with the Treasury Regulations applicable to non-bank custodians;

•potential adverse changes to business or employee relationships, including those resulting from the completion of an acquisition;

•competitive responses to any acquisitions;

•uncertainty of the expected financial performance of the combined operations following completion of an acquisition;

•the failure to complete or successfully integrate the Company’s acquisitions or to realize anticipated synergies and cost savings from such acquisitions;

•unexpected costs, charges, or expenses resulting from an acquired company or business;

•the impact of changes to the Company’s credit standards;

•the impact of foreign currency exchange rates on the Company’s operations, revenue and income;

•the impact of the future transition from LIBOR as a global benchmark to a replacement rate;

•the impact of the Company’s debt instruments on the Company’s operations;

•the impact of leverage on the Company’s operations, results or borrowing capacity generally, and as a result of acquisitions specifically;

•the impact of sales or dispositions of significant amounts of the Company’s outstanding common stock into the public market, or the perception that such sales or dispositions could occur;

•the possible dilution to the Company’s stockholders caused by the issuance of additional shares of common stock or equity-linked securities, whether as result of the Company’s convertible notes or otherwise;

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•the incurrence of impairment charges if the Company’s assessment of the fair value of certain of its reporting units changes;

•the uncertainties of litigation; as well as

•other risks and uncertainties identified in Item 1A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 filed with the Securities and Exchange Commission on March 1, 2022.

The Company’s forward-looking statements and these factors do not reflect the potential future impact of any alliance, merger, acquisition, disposition or stock repurchases. The forward-looking statements speak only as of the date of the initial filing of this Quarterly Report and undue reliance should not be placed on these statements. The Company disclaims any obligation to update any forward-looking statements as a result of new information, future events or otherwise.

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ACRONYMS AND ABBREVIATIONS

The acronyms and abbreviations identified below are used in this Quarterly Report, including the condensed consolidated financial statements and the notes thereto. The following is provided to aid the reader and provide a reference point when reviewing this Quarterly Report.


2016 Credit Agreement			Credit agreement entered into on July 1, 2016, as amended from time to time, by and among the Company and certain of its subsidiaries, as borrowers, and Bank of America, N.A., as administrative agent on behalf of the lenders.
Adjusted net income or ANI			A non-GAAP measure that adjusts net income (loss) attributable to shareholders to exclude unrealized gains and losses on financial instruments, net foreign currency gains and losses, change in fair value of contingent consideration, acquisition-related intangible amortization, other acquisition and divestiture related items, stock-based compensation, other costs, debt restructuring and debt issuance cost amortization, similar adjustments attributable to our non-controlling interests and certain tax related items.
Amended and Restated Credit Agreement			The 2016 Credit Agreement, as amended and restated on April 1, 2021.

ASC			Accounting Standards Codification




ASU			Accounting Standards Update
ASU 2020-06			Accounting Standards Update 2020-06-Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40)
Australian Securitization Subsidiary			Southern Cross WEX 2015-1 Trust, a special purpose entity consolidated by the Company
B2B			Business-to-business
benefitexpress			Benefit Express Services, LLC, a provider of highly configurable, cloud-based benefits administration technologies and services, and its indirect and direct parents, which were acquired as part of the benefitexpress Acquisition as defined in Note 4, Acquisitions to Item 1 - Financial Statements
CODM			Chief operating decision maker
Company			WEX Inc. and all entities included in the consolidated financial statements
Convertible Notes			Convertible senior unsecured notes due on July 15, 2027 in an aggregate principal amount of $310 million with a 6.5 percent interest rate, issued July 1, 2020
COVID-19 (or “coronavirus”)			An infectious disease caused by the SARS-CoV-2 virus. The World Health Organization declared the coronavirus outbreak a global pandemic on March 11, 2020
Discovery Benefits			Discovery Benefits, Inc.
DSUs			Deferred stock units



eNett			eNett International (Jersey) Limited
European Fleet business			WEX Fleet Europe and WEX Europe Services, collectively
European Securitization Subsidiary			Gorham Trade Finance B.V., a special purpose entity consolidated by the Company
FDIC			Federal Deposit Insurance Corporation
Federal Reserve Bank Discount Window			Monetary policy that allows WEX to borrow funds on a short-term basis to meet temporary shortages of liquidity caused by internal or external disruptions
Fuel transactions processed			Fuel transactions processed represents the total number of fuel transactions (funded and unfunded) made by fleet customers
GAAP			Generally Accepted Accounting Principles in the United States


HSA			Health Savings Account




NAV			Net asset value
Net payment processing rate			The percentage of the dollar value of each payment processing transaction that the Company records as revenue from merchants less certain discounts given to customers and network fees



Notes			$400 million senior notes with a 4.75 percent fixed rate, issued on January 30, 2013, which were redeemed in full by the Company on March 15, 2021

NYSE			New York Stock Exchange

Optal			Optal Limited
Over-the-road			Typically, heavy trucks traveling long distances
Payment processing $ of fuel			Total dollar value of the fuel purchased by fleets that have a payment processing relationship with WEX

Payment processing transactions			Total number of purchases made by fleets that have a payment processing relationship with the Company, where the Company maintains the receivable for the total purchase


PO Holding			PO Holding, LLC, a wholly-owned subsidiary of WEX Inc. and the direct parent of WEX Health
PPG			Price per gallon of fuel
Purchase volume			Total U.S. dollar value of all transactions in the Travel and Corporate Solutions and Health and Employee Benefit Solutions segments where interchange is earned by the Company
Redeemable non-controlling interest			The portion of the U.S. Health business’ net assets owned by a non-controlling interest holder, SBI, subject to redemption rights held by the non-controlling interest holder
SaaS			Software-as-a-service

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SBI			SBI Investments, Inc., which is owned by State Bankshares, Inc, and was a minority interest holder in PO Holding, LLC., a subsidiary of WEX Inc. and the direct parent of WEX Health.
SEC			Securities and Exchange Commission
Segment adjusted operating income			A non-GAAP measure that adjusts operating income to exclude specified items that the Company’s management excludes in evaluating segment performance, including unallocated corporate expenses, acquisition-related intangible amortization and other acquisition and divestiture related items, debt restructuring costs, stock-based compensation, and other costs.


Topic 606			Accounting Standards Codification Section 606, Revenue from Contracts with Customers
TSR			Total shareholder return
U.S. Health business			(i) prior to March 31, 2021, WEX Health, Inc. and Discovery Benefits, LLC., collectively, (ii) from March 31, 2021 to June 1, 2021, WEX Health, Inc. and (iii) from June 1, 2021, WEX Health, Inc. and benefitexpress, collectively
WEX			WEX Inc., unless otherwise indicated or required by the context
WEX Europe Services			WEX Europe Service Limited, a European Fleet business
WEX Fleet Europe			A fleet business in Europe acquired from EG Group
WEX Health			WEX Health, Inc. the Company’s healthcare technology and administration solutions provider/business.

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PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

WEX INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share data)

(unaudited)


	Three Months Ended March 31,
	2022		2021
Revenues
Payment processing revenue	$	239,478	$	188,389
Account servicing revenue	139,941		118,623
Finance fee revenue	78,582		52,153
Other revenue	59,534		51,592
Total revenues	517,535		410,757
Cost of services
Processing costs	132,507		109,762
Service fees	15,750		11,146
Provision for credit losses	25,640		5,059
Operating interest	2,300		2,624
Depreciation and amortization	26,002		29,194
Total cost of services	202,199		157,785
General and administrative	78,663		86,431
Sales and marketing	73,945		78,347

Depreciation and amortization	40,454		37,653

Operating income	122,274		50,541
Financing interest expense	(29,689)		(33,284)
Change in fair value of contingent consideration	(16,600)		—

Net foreign currency gain (loss)	5,006		(2,755)
Net unrealized gain on financial instruments	49,827		7,033

Income before income taxes	130,818		21,535
Income tax expense (benefit)	42,032		(1,670)
Net income	88,786		23,205
Less: Net income from non-controlling interests	268		726
Net income attributable to WEX Inc.	88,518		22,479
Change in value of redeemable non-controlling interest	34,245		(25,044)
Net income (loss) attributable to shareholders	$	122,763	$	(2,565)

Net income (loss) attributable to shareholders per share:
Basic	$	2.73	$	(0.06)
Diluted	$	2.71	$	(0.06)
Weighted average common shares outstanding:
Basic	44,912		44,343
Diluted	45,344		44,343

See notes to the unaudited condensed consolidated financial statements.

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WEX INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(in thousands)

(unaudited)


	Three Months Ended March 31,
	2022		2021
Net income	$	88,786	$	23,205

Other comprehensive loss, net of tax:



Unrealized losses on available-for-sale debt securities	(51,668)		—
Foreign currency translation	4,306		(6,877)
Other comprehensive loss, net of tax	(47,362)		(6,877)

Comprehensive income	41,424		16,328
Less: Comprehensive income attributable to non-controlling interests	268		407
Comprehensive income attributable to WEX Inc.	$	41,156	$	15,921

See notes to the unaudited condensed consolidated financial statements.

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WEX INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except per share data)

(unaudited)


	March 31, 2022		December 31, 2021
Assets
Cash and cash equivalents	$	577,536	$	588,923
Restricted cash	671,808		667,915
Accounts receivable (net of allowances of $76,253 in 2022 and $66,306 in 2021)	3,863,159		2,891,242
Investment securities	977,757		948,677
Securitized accounts receivable, restricted	160,180		125,186
Prepaid expenses and other current assets	87,299		77,569
Total current assets	6,337,739		5,299,512
Property, equipment and capitalized software (net of accumulated depreciation of $478,193 in 2022 and $458,093 in 2021)	177,768		179,531
Goodwill	2,915,909		2,908,057
Other intangible assets (net of accumulated amortization of $1,053,542 in 2022 and $1,009,601 in 2021)	1,600,058		1,643,296
Investment securities	38,209		39,650
Deferred income taxes, net	6,598		5,635
Other assets	257,111		231,147

Total assets	$	11,333,392	$	10,306,828
Liabilities and Stockholders’ Equity
Accounts payable	$	1,713,744	$	1,021,911
Accrued expenses	434,416		476,971
Restricted cash payable	671,808		668,014
Short-term deposits	2,225,438		2,026,420
Short-term debt, net	157,622		155,769
Other current liabilities	50,417		50,614

Total current liabilities	5,253,445		4,399,699
Long-term debt, net	2,773,630		2,695,365
Long-term deposits	650,257		652,214
Deferred income taxes, net	212,517		192,965
Other liabilities	517,093		273,706
Total liabilities	9,406,942		8,213,949
Commitments and contingencies (Note 15)
Redeemable non-controlling interest	—		254,106
Stockholders’ Equity
Common stock $0.01 par value; 175,000 shares authorized; 49,409 shares issued in 2022 and 49,255 in 2021; 44,981 shares outstanding in 2022 and 44,827 in 2021	494		492
Additional paid-in capital	856,325		844,051
Retained earnings	1,411,852		1,289,089
Accumulated other comprehensive loss	(169,879)		(122,517)
Treasury stock at cost; 4,428 shares in 2022 and 2021	(172,342)		(172,342)


Total stockholders’ equity	1,926,450		1,838,773
Total liabilities and stockholders’ equity	$	11,333,392	$	10,306,828

See notes to the unaudited condensed consolidated financial statements.

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WEX INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(in thousands)

(unaudited)


	Common Stock Issued			Additional Paid-in Capital		Accumulated Other Comprehensive Loss		Treasury Stock		Retained Earnings		Non-Controlling Interest		Total Stockholders’ Equity
	Shares	Amount
















Balance at January 1, 2021	48,616	485		830,729		(82,935)		(172,342)		1,288,952		13,022		1,877,911
Stock issued under share-based compensation plans	394	4		22,555		—		—		—		—		22,559
Share repurchases for tax withholdings	—	—		(21,062)		—		—		—		—		(21,062)
Stock-based compensation expense	—	—		17,886		—		—		—		—		17,886


Change in value of redeemable non-controlling interest	—	—		—		—		—		(25,044)		—		(25,044)
Foreign currency translation	—	—		—		(6,558)		—		—		(319)		(6,877)
Net income	—	—		—		—		—		22,479		374		22,853
Balance at March 31, 2021	49,010	489		850,108		(89,493)		(172,342)		1,286,387		13,077		1,888,226

Balance at January 1, 2022	49,255	492		844,051		(122,517)		(172,342)		1,289,089		—		1,838,773
Stock issued under share-based compensation plans	154	2		770		—		—		—		—		772
Share repurchases for tax withholdings	—	—		(12,178)		—		—		—		—		(12,178)
Stock-based compensation expense	—	—		23,682		—		—		—		—		23,682
Unrealized loss on available-for-sale debt securities	—	—		—		(51,668)		—		—		—		(51,668)
Change in value of redeemable non-controlling interest, net of $3.5 million of tax expense	—	—		—		—		—		34,245		—		34,245

Foreign currency translation	—	—		—		4,306		—		—		—		4,306
Net income	—	—		—		—		—		88,518		—		88,518
Balance at March 31, 2022	49,409	$	494	$	856,325	$	(169,879)	$	(172,342)	$	1,411,852	$	—	$	1,926,450

See notes to the unaudited condensed consolidated financial statements.

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WEX INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(unaudited)


	Three Months Ended March 31,
	2022		2021
Cash flows from operating activities
Net income	$	88,786	$	23,205
Adjustments to reconcile net income to net cash (used for) provided by operating activities:
Net unrealized gains	(54,732)		(4,505)
Change in fair value of contingent consideration	16,600		—
Stock-based compensation	23,682		17,886
Depreciation and amortization	66,456		66,847

Amortization of premiums on investment securities	1,844		—
Debt restructuring and debt issuance cost amortization	3,263		4,455
Deferred tax expense (benefit)	14,200		(2,235)
Provision for credit losses	25,640		5,059


Changes in operating assets and liabilities, net of effects of acquisitions:
Accounts receivable and securitized accounts receivable	(1,030,533)		(565,374)
Prepaid expenses and other current and other long-term assets	26,152		(11,065)
Accounts payable	695,918		350,563
Accrued expenses and restricted cash payable	(39,267)		(100,744)
Income taxes	24,777		(3,877)
Other current and other long-term liabilities	(23,816)		2,490

Net cash used for operating activities	(161,030)		(217,295)
Cash flows from investing activities
Purchases of property, equipment and capitalized software	(24,163)		(18,280)


Purchases of equity securities	(72)		(96)
Maturities of equity securities	—		61
Purchases of available-for-sale debt securities	(97,612)		—
Sales and maturities of available-for-sale debt securities	15,284		—
Acquisitions, net of cash and restricted cash acquired	—		1,909
Net cash used for investing activities	(106,563)		(16,406)
Cash flows from financing activities

Repurchase of share-based awards to satisfy tax withholdings	(12,178)		(21,062)
Proceeds from stock option exercises	772		22,559
Net change in deposits	197,460		102,958

Net activity on other debt	29,582		194,798
Borrowings on revolving credit facility	585,000		—
Repayments on revolving credit facility	(524,500)		—

Repayments on term loans	(15,835)		(16,152)
Redemption of Notes	—		(400,000)

Net change in securitized debt	2,216		2,320
Net cash provided by (used for) financing activities	262,517		(114,579)
Effect of exchange rates on cash, cash equivalents and restricted cash	(2,418)		(7,723)
Net change in cash, cash equivalents and restricted cash	(7,494)		(356,003)

Cash, cash equivalents and restricted cash, beginning of period(a)	1,256,838		1,329,653
Cash, cash equivalents and restricted cash, end of period(a)	$	1,249,344	$	973,650

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The following tables provides supplemental disclosure of non-cash investing and financing activities:


	Three Months Ended March 31,
	2022		2021
Capital expenditures incurred but not paid	$	3,043	$	2,213
Deferred liability from acquisition of remaining interest in PO Holding	$	216,594	$	—

(a) The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within our condensed consolidated balance sheets to amounts within our condensed consolidated statements of cash flows.


	Three Months Ended March 31,
	2022		2021
Cash and cash equivalents at beginning of period	$	588,923	$	852,033
Restricted cash at beginning of period	667,915		477,620
Cash, cash equivalents and restricted cash at beginning of period	$	1,256,838	$	1,329,653

Cash and cash equivalents at end of period	$	577,536	$	561,199
Restricted cash at end of period	671,808		412,451
Cash, cash equivalents and restricted cash at end of period	$	1,249,344	$	973,650

See notes to the unaudited condensed consolidated financial statements.

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WEX INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)


1.			Basis of Presentation

Basis of Presentation

The accompanying condensed consolidated financial statements have been prepared in accordance with GAAP for interim financial information and with the instructions to Form 10–Q and Rule 10–01 of Regulation S–X. Accordingly, they do not include all information and notes required by GAAP for complete financial statements. These condensed consolidated financial statements should be read in conjunction with the financial statements that are included in the Company’s Annual Report on Form 10–K for the year ended December 31, 2021, filed with the SEC on March 1, 2022. In the opinion of management, all adjustments considered necessary for a fair presentation, which are of a normal recurring nature, have been included. Operating results for the three months ended March 31, 2022 are not necessarily indicative of the results for any future periods or the year ending December 31, 2022.

We have applied the same accounting policies in preparing these quarterly financial statements as we did in preparing our 2021 annual financial statements. The Company rounds amounts in the condensed consolidated financial statements to thousands and calculates all per-share data from underlying whole-dollar amounts. Thus, certain amounts may not foot, crossfoot or recalculate based on reported numbers due to rounding.


2.			Recent Accounting Pronouncements

The following table provides a brief description of recent accounting pronouncements adopted during the three months ended March 31, 2022 and those not yet adopted that could have a material effect on our financial statements.

Standard

Description

Date of Adoption

Method of adoptions and effect on financial statements or other significant matters

Adopted During the Three Months Ended March 31, 2022

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 assets and liabilities consistent with how they were recognized and measured in an acquiree’s financial statements if such financial statements 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 early adopted this ASU effective January 1, 2022. Adoption had no material effect on the Company’s condensed consolidated financial statements for the three months ended March 31, 2022. The guidelines of this ASU will be applied prospectively for business combinations in the scope of ASC 805.

Not Adopted as of March 31, 2022

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 condensed consolidated financial statements.


3.			Revenues

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.

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WEX INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

The following tables disaggregate the Company’s consolidated revenues:


	Three Months Ended March 31, 2022
(In thousands)	Fleet Solutions		Travel and Corporate Solutions		Health and Employee Benefit Solutions		Total
Topic 606 revenues
Payment processing revenue	$	151,906	$	65,075	$	22,497	$	239,478
Account servicing revenue	4,343		10,758		86,740		101,841
Other revenue	19,925		313		8,063		28,301
Total Topic 606 revenues	$	176,174	$	76,146	$	117,300	$	369,620





Non-Topic 606 revenues	142,965		1,105		3,845		147,915

Total revenues	$	319,139	$	77,251	$	121,145	$	517,535


	Three Months Ended March 31, 2021
(In thousands)	Fleet Solutions		Travel and Corporate Solutions		Health and Employee Benefit Solutions		Total
Topic 606 revenues
Payment processing revenue	$	110,576	$	57,248	$	20,565	$	188,389
Account servicing revenue	4,369		10,687		67,945		83,001
Other revenue	20,246		1,800		7,745		29,791
Total Topic 606 revenues	$	135,191	$	69,735	$	96,255	$	301,181





Non-Topic 606 revenues	108,646		907		23		109,576

Total revenues	$	243,837	$	70,642	$	96,278	$	410,757

Substantially all revenues relate to services transferred to the customer over time.

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 following table provides information about these contract balances:


(In thousands)
Contract balance	Location on the condensed consolidated balance sheets	March 31, 2022		December 31, 2021
Receivables	Accounts receivable, net	$	49,300	$	49,303
Contract assets	Prepaid expenses and other current assets	7,319		8,975
Contract assets	Other assets	39,917		40,718
Contract liabilities	Other current liabilities	7,274		9,123
Contract liabilities	Other liabilities	68,588		58,900

During the three months ended March 31, 2022, the Company recognized revenue of $5.0 million related to contract liabilities existing as of December 31, 2021.

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WEX INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

Remaining Performance Obligations

The Company’s unsatisfied or partially unsatisfied performance obligations as of March 31, 2022 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)	Remaining 2022		2023		2024		2025		2026		2027		Thereafter		Total
Minimum monthly fees1	$	54,972	$	39,749	$	17,372	$	6,018	$	915	$	—	$	—	$	119,026
Professional services2	3,970		80		—		—		—		—		—		4,050
Other3	2,524		8,689		13,858		19,104		22,985		27,185		5,929		100,274
Total remaining performance obligations	$	61,466	$	48,518	$	31,230	$	25,122	$	23,900	$	27,185	$	5,929	$	223,350

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 and contractual minimums associated with payment processing service obligations. Consideration associated with certain relationships is variable and the measurement and estimation of contract consideration is contingent upon payment processing volumes and maintaining volume shares, among others.


4.			Acquisitions

2022 Transactions

Acquisition of Remaining Interest in PO Holding

On March 7, 2022, WEX Inc. and SBI entered into a share purchase agreement (the “Share Purchase Agreement”) whereby SBI sold, and WEX Inc. purchased, SBI’s remaining 4.53 percent interest in PO Holding for a purchase price of $234.0 million plus any interest accruing pursuant to the terms of the Share Purchase Agreement. The purchase price is payable in three installments of $76.7 million in each of March of 2024, 2025 and 2026, with a final payment of $4.0 million also payable in March 2026. Pursuant to the Share Purchase Agreement, WEX Inc. owes SBI interest on the outstanding purchase price balance from March 2024 to March 2025 at the 12-month Secured Overnight Financing Rate (“SOFR”) (as determined on March 1, 2024) plus 1.25 percent and on the outstanding balance from March 2025 to March 2026 at the 12-month SOFR rate (as determined on March 3, 2025) plus 2.25 percent, except that no interest accrues on the $4.0 million payment due in March 2026.

Using a discount rate of 3.4 percent, the Company recorded the deferred liability under this Share Purchase Agreement at its net present value of $216.6 million within other liabilities on the condensed consolidated balance sheet. The associated discount relative to the purchase price will be amortized as interest expense using the effective interest method over the repayment term.

This transaction makes PO Holding, the direct parent of WEX Health, a wholly owned subsidiary of WEX Inc. to which the Company is solely entitled to the economic benefits. See Note 13, Redeemable Non-Controlling Interest for more information.

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WEX INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

2021 Transactions

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 and in Note 13, 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 13, 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 at that time. 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 12, Fair Value, for further information on the valuation of the derivative liability. Transaction costs related to the acquisition were immaterial and expensed as incurred.

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 interest1	(13,077)
Accumulated other comprehensive income	(2,284)
Additional paid-in capital2	(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.

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WEX INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

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.

To facilitate the benefitexpress Acquisition, WEX Inc., PO Holding, Bell Bank and SBI, which is owned by State Bankshares, Inc., the owner of 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 (which, at the time of the transaction, held a non-controlling interest in PO Holding) 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. For a description of WEX Inc.’s subsequent acquisition of all of SBI’s shares in PO Holding, see “Acquisition of Remaining Interest in PO Holding” above.

The benefitexpress Acquisition has 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. 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. During the three months ended March 31, 2022, no such measurement period adjustments were recorded. 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 of March 31, 2022
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.

(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. 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.

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WEX INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)


5.			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 by paying the merchant for the purchase price less the fees it retains and records as revenue, then subsequently collecting the total purchase price from the cardholder. The Company also extends revolving credit to certain small fleets. The Company had approximately $114.2 million and $93.7 million in receivables with revolving credit balances as of March 31, 2022 and December 31, 2021, respectively.

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.

The following tables present changes in the accounts receivable allowances by portfolio segment:


	Three Months Ended March 31, 2022
(In thousands)	Fleet Solutions		Travel and Corporate Solutions		Health and Employee Benefit Solutions		Total


Balance, beginning of period	$	55,758	$	9,931	$	617	$	66,306
Provision for credit losses1	23,224		2,147		269		25,640
Charges to other accounts2	8,400		—		(70)		8,330
Charge-offs	(25,795)		(261)		(147)		(26,203)
Recoveries of amounts previously charged-off	2,421		—		10		2,431
Currency translation	(70)		(181)		—		(251)
Balance, end of period	$	63,938	$	11,636	$	679	$	76,253

Three Months Ended March 31, 2021