Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Feb. 10, 2023 | Jun. 30, 2022 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2022 | ||
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 | $ 6,890,047,497 | ||
Entity Common Stock, Shares Outstanding | 43,132,743 | ||
Documents Incorporated by Reference | Portions of the Company’s definitive Proxy Statement to be delivered to stockholders in connection with the Company’s 2023 Annual Meeting of Stockholders (the “2023 Proxy Statement”) are incorporated by reference into Part III of this 10 – K. With the exception of the sections of the 2023 Proxy Statement specifically incorporated herein by reference, the 2023 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 | 2022 | ||
Document Fiscal Period Focus (Q1,Q2,Q3,FY) | FY | ||
Amendment Flag | false |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2022 | |
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, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Revenues | |||
Total revenues | $ 2,350,511 | $ 1,850,542 | $ 1,559,869 |
Cost of services | |||
Processing costs | 558,911 | 482,870 | 419,041 |
Service fees | 65,194 | 52,804 | 47,289 |
Provision for credit losses | 179,897 | 45,114 | 78,443 |
Operating interest | 20,579 | 9,157 | 23,810 |
Depreciation and amortization | 105,869 | 112,164 | 104,592 |
Total cost of services | 930,450 | 702,109 | 673,175 |
General and administrative | 343,901 | 326,878 | 292,109 |
Sales and marketing | 311,833 | 319,078 | 266,684 |
Depreciation and amortization | 157,999 | 160,477 | 157,334 |
Legal settlement | 0 | 0 | 162,500 |
Impairment charges | 136,486 | 0 | 53,378 |
Loss on sale of subsidiary | 0 | 0 | 46,362 |
Operating income (loss) | 469,842 | 342,000 | (91,673) |
Financing interest expense | (130,690) | (128,422) | (157,080) |
Net foreign currency loss | (22,702) | (12,339) | (25,783) |
Change in fair value of contingent consideration | (139,088) | (40,100) | 0 |
Other income | 0 | 3,617 | 491 |
Net unrealized gain (loss) on financial instruments | 83,184 | 39,190 | (27,036) |
Income (loss) before income taxes | 260,546 | 203,946 | (301,081) |
Income tax provision (benefit) | 93,085 | 67,807 | (20,597) |
Net income (loss) | 167,461 | 136,139 | (280,484) |
Less: Net income from non-controlling interests | 268 | 846 | 3,466 |
Net income (loss) attributable to WEX Inc. | 167,193 | 135,293 | (283,950) |
Change in value of redeemable non-controlling interest | 34,245 | (135,156) | 40,312 |
Net income (loss) attributable to shareholders | 201,438 | 137 | (243,638) |
Net income (loss) attributable to shareholders | $ 201,438 | $ 137 | $ (243,638) |
Net loss attributable to shareholders per share: | |||
Basic (in dollars per share) | $ 4.54 | $ 0 | $ (5.56) |
Diluted (in dollars per share) | $ 4.50 | $ 0 | $ (5.56) |
Weighted average common shares outstanding: | |||
Basic (in shares) | 44,398 | 44,718 | 43,842 |
Diluted (in shares) | 44,724 | 45,312 | 43,842 |
Payment processing revenue | |||
Revenues | |||
Total revenues | $ 1,155,907 | $ 858,990 | $ 698,891 |
Account servicing revenue | |||
Revenues | |||
Total revenues | 569,284 | 526,858 | 449,456 |
Finance fee revenue | |||
Revenues | |||
Total revenues | 360,468 | 255,323 | 198,523 |
Other revenue | |||
Revenues | |||
Total revenues | $ 264,852 | $ 209,371 | $ 212,999 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Statement of Comprehensive Income [Abstract] | |||
Net income (loss) | $ 167,461 | $ 136,139 | $ (280,484) |
Other comprehensive (loss) income, net of tax: | |||
Unrealized losses on available-for-sale debt securities | (135,408) | (6,123) | 0 |
Foreign currency translation adjustments | (48,413) | (31,494) | 27,864 |
Other comprehensive (loss) income, net of tax | (183,821) | (37,617) | 27,864 |
Comprehensive (loss) income | (16,360) | 98,522 | (252,620) |
Less: Comprehensive income attributable to non-controlling interest | 268 | 527 | 4,289 |
Comprehensive (loss) income attributable to WEX Inc. | $ (16,628) | $ 97,995 | $ (256,909) |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Assets | ||
Cash and cash equivalents | $ 921,978 | $ 588,923 |
Restricted cash | 937,755 | 667,915 |
Accounts receivable, net | 3,275,663 | 2,891,242 |
Investment securities | 1,395,272 | 948,677 |
Securitized accounts receivable, restricted | 143,198 | 125,186 |
Prepaid expenses and other current assets | 143,283 | 77,569 |
Total current assets | 6,817,149 | 5,299,512 |
Property, equipment and capitalized software | 202,229 | 179,531 |
Goodwill | 2,728,889 | 2,908,057 |
Other intangible assets | 1,473,600 | 1,643,296 |
Investment securities | 47,998 | 39,650 |
Deferred income taxes, net | 13,364 | 5,635 |
Other assets | 246,000 | 231,147 |
Total assets | 11,529,229 | 10,306,828 |
Liabilities and Stockholders’ Equity | ||
Accounts payable | 1,365,776 | 1,021,911 |
Accrued expenses and other current liabilities | 643,904 | 527,585 |
Restricted cash payable | 937,147 | 668,014 |
Short-term deposits | 3,144,602 | 2,026,420 |
Short-term debt, net | 202,638 | 155,769 |
Total current liabilities | 6,294,067 | 4,399,699 |
Long-term debt, net | 2,522,206 | 2,695,365 |
Long-term deposits | 334,183 | 652,214 |
Deferred income taxes, net | 142,156 | 192,965 |
Other liabilities | 587,104 | 273,706 |
Total liabilities | 9,879,716 | 8,213,949 |
Commitments and contingencies (Note 20) | ||
Redeemable non-controlling interest | 0 | 254,106 |
Stockholders’ Equity | ||
Common stock $0.01 par value; 175,000 shares authorized; 49,549 shares issued in 2022 and 49,255 in 2021; 43,220 shares outstanding in 2022 and 44,827 in 2021 | 495 | 492 |
Additional paid-in capital | 928,008 | 844,051 |
Retained earnings | 1,490,527 | 1,289,089 |
Accumulated other comprehensive loss | (306,338) | (122,517) |
Treasury stock at cost; 6,329 and 4,428 shares in 2022 and 2021, respectively | (463,179) | (172,342) |
Total stockholders’ equity | 1,649,513 | 1,838,773 |
Total liabilities and stockholders’ equity | $ 11,529,229 | $ 10,306,828 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares shares in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
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 | 175,000 |
Common stock, shares issued (in shares) | 49,549 | 49,255 |
Common stock, shares outstanding (in shares) | 43,220 | 44,827 |
Treasury stock, shares (in shares) | 6,329 | 4,428 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) shares in Thousands | Total | Cumulative Effect, Period of Adoption, Adjustment | [1] | Cumulative Effect, Period of Adoption, Adjusted Balance | Common Stock Issued | Common Stock Issued Cumulative Effect, Period of Adoption, Adjusted Balance | Additional Paid-in Capital | Additional Paid-in Capital Cumulative Effect, Period of Adoption, Adjustment | [1] | Additional Paid-in Capital Cumulative Effect, Period of Adoption, Adjusted Balance | Retained Earnings | Retained Earnings Cumulative Effect, Period of Adoption, Adjustment | [1] | Retained Earnings Cumulative Effect, Period of Adoption, Adjusted Balance | Accumulated Other Comprehensive Loss | Accumulated Other Comprehensive Loss Cumulative Effect, Period of Adoption, Adjusted Balance | Treasury Stock | Treasury Stock Cumulative Effect, Period of Adoption, Adjusted Balance | Non-Controlling Interest | Non-Controlling Interest Cumulative Effect, Period of Adoption, Adjusted Balance |
Beginning Balances (in shares) at Dec. 31, 2019 | 47,749 | |||||||||||||||||||
Beginning balance at Dec. 31, 2019 | $ 1,927,745,000 | $ 477,000 | $ 675,060,000 | $ 1,530,614,000 | $ (115,449,000) | $ (172,342,000) | $ 9,385,000 | |||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||||
Stock issued under share-based compensation plans (in shares) | 290 | |||||||||||||||||||
Stock issued under share-based compensation plans | 9,273,000 | $ 2,000 | 9,271,000 | |||||||||||||||||
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 | 92,976,000 | $ 6,000 | 92,970,000 | |||||||||||||||||
Share repurchases for tax withholdings | (9,519,000) | (9,519,000) | ||||||||||||||||||
Equity component of the Convertible Notes, net of allocated issuance costs of $570 and taxes of $13,623 | 41,066,000 | 41,066,000 | ||||||||||||||||||
Stock-based compensation expense | 63,863,000 | 63,863,000 | ||||||||||||||||||
Unrealized losses on available-for-sale debt securities | 0 | |||||||||||||||||||
Change in value of redeemable non-controlling interest | 40,312,000 | 40,312,000 | ||||||||||||||||||
Foreign currency translation adjustments | 27,864,000 | 27,041,000 | 823,000 | |||||||||||||||||
Transfer of cumulative translation adjustment on the sale of subsidiary | 5,473,000 | 5,473,000 | ||||||||||||||||||
Net (loss) income | (281,136,000) | (283,950,000) | 2,814,000 | |||||||||||||||||
Ending Balance (in shares) at Dec. 31, 2020 | 48,616 | 48,616 | ||||||||||||||||||
Ending balance at Dec. 31, 2020 | $ 1,917,917,000 | $ (40,006,000) | $ 1,877,911,000 | $ 485,000 | $ 485,000 | 872,711,000 | $ (41,982,000) | $ 830,729,000 | 1,286,976,000 | $ 1,976,000 | $ 1,288,952,000 | (82,935,000) | $ (82,935,000) | (172,342,000) | $ (172,342,000) | 13,022,000 | $ 13,022,000 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||||
Accounting Standards Update [Extensible List] | Accounting Standards Update 2020-06 [Member] | |||||||||||||||||||
Stock issued under share-based compensation plans (in shares) | 639 | |||||||||||||||||||
Stock issued under share-based compensation plans | $ 44,197,000 | $ 7,000 | 44,190,000 | |||||||||||||||||
Share repurchases for tax withholdings | (23,457,000) | (23,457,000) | ||||||||||||||||||
Stock-based compensation expense | 74,758,000 | 74,758,000 | ||||||||||||||||||
Unrealized losses on available-for-sale debt securities | (6,123,000) | |||||||||||||||||||
Acquisition of non-controlling interest, net of $538 in acquisition costs | (97,530,000) | (82,169,000) | (2,284,000) | (13,077,000) | ||||||||||||||||
Adjustments to additional paid in capital | 6,123,000 | 6,123,000 | ||||||||||||||||||
Change in value of redeemable non-controlling interest | (135,156,000) | (135,156,000) | ||||||||||||||||||
Foreign currency translation adjustments | (31,494,000) | (31,175,000) | (319,000) | |||||||||||||||||
Net (loss) income | $ 135,667,000 | 135,293,000 | 374,000 | |||||||||||||||||
Ending Balance (in shares) at Dec. 31, 2021 | 49,255 | 49,255 | ||||||||||||||||||
Ending balance at Dec. 31, 2021 | $ 1,838,773,000 | $ 492,000 | 844,051,000 | 1,289,089,000 | (122,517,000) | (172,342,000) | 0 | |||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||||
Stock issued under share-based compensation plans (in shares) | 44 | 294 | ||||||||||||||||||
Stock issued under share-based compensation plans | $ 4,952,000 | $ 3,000 | 4,949,000 | |||||||||||||||||
Share repurchases for tax withholdings | (18,888,000) | (18,888,000) | ||||||||||||||||||
Purchase of shares of treasury stock | (290,837,000) | (290,837,000) | ||||||||||||||||||
Stock-based compensation expense | 97,896,000 | 97,896,000 | ||||||||||||||||||
Unrealized losses on available-for-sale debt securities | (135,408,000) | (135,408,000) | ||||||||||||||||||
Change in value of redeemable non-controlling interest | 34,245,000 | 34,245,000 | ||||||||||||||||||
Foreign currency translation adjustments | (48,413,000) | (48,413,000) | 0 | |||||||||||||||||
Net (loss) income | $ 167,193,000 | 167,193,000 | 0 | |||||||||||||||||
Ending Balance (in shares) at Dec. 31, 2022 | 49,549 | 49,549 | ||||||||||||||||||
Ending balance at Dec. 31, 2022 | $ 1,649,513,000 | $ 495,000 | $ 928,008,000 | $ 1,490,527,000 | $ (306,338,000) | $ (463,179,000) | $ 0 | |||||||||||||
[1]Reflects the impact of the Company’s modified retrospective adoption of ASU 2020-06. |
CONSOLIDATED STATEMENTS OF ST_2
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (Parenthetical) | 12 Months Ended |
Dec. 31, 2020 USD ($) | |
Payments for issuance of private placement | $ 968,000 |
Debt financing costs | 570,000 |
Income tax effect allocated directly to equity | 13,623,000 |
Expenses related to acquisitions | $ 97,900,000 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | ||
Cash flows from operating activities | ||||
Net income (loss) | $ 167,461 | $ 136,139 | $ (280,484) | |
Adjustments to reconcile net income (loss) to net cash provided by (used for) operating activities: | ||||
Change in fair value of contingent consideration | 139,088 | 40,100 | 0 | |
Stock-based compensation | 97,896 | 74,758 | 63,863 | |
Depreciation and amortization | 263,868 | 272,641 | 261,926 | |
Loss on sale of subsidiary | 0 | 0 | 46,362 | |
Amortization of premiums on investment securities | 4,108 | 1,324 | 0 | |
Gain on sale of equity investment | 0 | (3,617) | 0 | |
Debt restructuring and debt issuance cost amortization and accretion expense | 17,236 | 15,521 | 26,196 | |
Deferred tax (benefit) provision | (60,150) | 12,878 | (29,342) | |
Provision for credit losses | 179,897 | 45,114 | 78,443 | |
Impairment charges | 136,486 | 0 | 53,378 | |
Other non-cash (gains) losses | (70,943) | (25,483) | 47,551 | |
Changes in operating assets and liabilities, net of effects of business acquisitions: | ||||
Accounts receivable and securitized accounts receivable | (602,747) | (959,128) | 592,947 | |
Prepaid expenses and other current and other long-term assets | (29,392) | 29,830 | 6,514 | |
Accounts payable | 348,682 | 252,967 | (183,708) | |
Accrued expenses and other current and long-term liabilities | 79,345 | 60,236 | 38,075 | |
Income taxes | 8,590 | 4,141 | 15,083 | |
Net cash provided by (used for) operating activities | 679,425 | (42,579) | 736,804 | |
Cash flows from investing activities | ||||
Purchases of property, equipment and capitalized software | (112,875) | (86,041) | (80,471) | |
Cash paid on sale of subsidiary | 0 | 0 | (22,470) | |
Cash proceeds from sale or distribution of equity investment | 0 | 3,117 | 837 | |
Purchases of equity securities and other investments | (2,888) | (318) | (6,459) | |
Maturities of equity securities | 0 | 0 | 181 | |
Purchases of available-for-sale debt securities | (658,405) | (994,035) | 0 | |
Sales and maturities of available-for-sale debt securities | 60,852 | 34,955 | 0 | |
Acquisition of intangible assets | (3,338) | 0 | 0 | |
Acquisitions, net of cash and restricted cash acquired | 0 | (558,784) | (220,704) | |
Net cash used for investing activities | (716,654) | (1,601,106) | (329,086) | |
Cash flows from financing activities | ||||
Repurchase of share-based awards to satisfy tax withholdings | (18,888) | (23,457) | (9,519) | |
Purchase of treasury shares | (282,787) | 0 | 0 | |
Proceeds from stock option exercises | 4,952 | 44,197 | 9,273 | |
Change in restricted cash payable | 305,409 | 192,977 | 120,215 | |
Net change in deposits | 801,592 | 1,620,284 | (396,065) | |
Net activity on other debt | 37,457 | (18,500) | (66,915) | |
Borrowings on revolving credit facility | 2,388,500 | 1,647,000 | 300,000 | |
Repayments on revolving credit facility | (2,508,300) | (1,527,200) | (300,000) | |
Borrowings on term loans | 0 | 112,819 | 0 | |
Repayments on term loans | (63,342) | (63,659) | (64,611) | |
Redemption of Notes | 0 | (400,000) | 0 | |
Proceeds from issuance of Convertible Notes | 0 | 0 | 299,150 | |
Proceeds from issuance of common stock | 0 | 0 | 90,000 | |
Debt issuance costs | 0 | (8,935) | (17,048) | |
Net change in securitized debt | 16,666 | 20,720 | (23,521) | |
Net cash provided by (used for) financing activities | 681,259 | 1,596,246 | (59,041) | |
Effect of exchange rates on cash, cash equivalents and restricted cash | (41,135) | (25,376) | (405) | |
Net change in cash, cash equivalents and restricted cash | 602,895 | (72,815) | 348,272 | |
Cash, cash equivalents and restricted cash at beginning of year | [1] | 1,256,838 | 1,329,653 | 981,381 |
Cash, cash equivalents and restricted cash at end of year | [1] | 1,859,733 | 1,256,838 | 1,329,653 |
Supplemental cash flow information | ||||
Interest paid | 129,390 | 132,160 | 163,292 | |
Income taxes paid (refunded) | 142,806 | 50,621 | (8,444) | |
Supplemental disclosure of non-cash investing and financing activities | ||||
Capital expenditures incurred but not paid | 8,057 | 5,143 | 3,179 | |
Initial deferred liability from acquisition of remaining interest in PO Holding | 216,594 | 0 | 0 | |
Purchase of treasury shares, unsettled as of period-end | 8,050 | 0 | 0 | |
Non-cash contribution from non-controlling interest | 0 | 12,457 | 0 | |
Deferred cash consideration as part of asset acquisition | 0 | 47,408 | 0 | |
Contingent consideration as part of asset acquisition | 0 | 27,200 | 0 | |
Promissory note received in exchange for sale of equity investment | 0 | 500 | 0 | |
Reconciliation of cash, cash equivalents and restricted cash | ||||
Cash and cash equivalents at beginning of year | 588,923 | 852,033 | 810,932 | |
Restricted cash at beginning of year | 667,915 | 477,620 | 170,449 | |
Cash, cash equivalents and restricted cash at beginning of year | [1] | 1,256,838 | 1,329,653 | 981,381 |
Cash and cash equivalents at end of year | 921,978 | 588,923 | 852,033 | |
Restricted cash at end of year | 937,755 | 667,915 | 477,620 | |
Cash, cash equivalents and restricted cash at end of year | [1] | $ 1,859,733 | $ 1,256,838 | $ 1,329,653 |
[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, 2022, 2021, and 2020: December 31, 2022 2021 2020 Cash and cash equivalents at beginning of year $ 588,923 $ 852,033 $ 810,932 Restricted cash at beginning of year 667,915 477,620 170,449 Cash, cash equivalents and restricted cash at beginning of year $ 1,256,838 $ 1,329,653 $ 981,381 Cash and cash equivalents at end of year $ 921,978 $ 588,923 $ 852,033 Restricted cash at end of year 937,755 667,915 477,620 Cash, cash equivalents and restricted cash at end of year $ 1,859,733 $ 1,256,838 $ 1,329,653 |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2022 | |
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, 2022, 2021 and 2020, 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. 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. Reclassifications Effective December 31, 2022, accrued expenses and other current liabilities have been combined and presented as one line item in the consolidated balance sheets. In conjunction with this revised balance sheet presentation, accrued expenses have been combined with other current and other long-term liabilities on the consolidated statements of cash flows and restricted cash payable has been presented separately. Prior period amounts on the consolidated balance sheet and cash flow statement have been reclassified to conform with the current period presentation. The change in restricted cash payable, which had previously been presented within cash flows from operating activities in the statements of cash flows, has been reclassified to cash flows from financing activities on the consolidated statements of cash flows. Restricted cash payable inflows of $193.0 million and $120.2 million for the years ended December 31, 2021 and 2020, respectively, have been reclassified to conform to the current period presentation. 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 generally 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 $157.8 million and $93.7 million in receivables with revolving credit balances as of December 31, 2022 and 2021, 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 reserve for credit losses reduces the Company’s accounts receivable balances, as reported in the consolidated financial statements, to the net realizable value. 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 years ended December 31, 2022 and 2021 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 multiple 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. 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. Investment Securities Investment securities held by the Company consist primarily 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 available-for-sale debt securities, including U.S. treasury notes and bonds, corporate debt securities and asset or mortgage-backed securities, and equity securities with readily determinable fair values. Available-for-sale debt securities and equity securities with a readily determinable fair value 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. Purchases and sales of securities are recorded on a trade date basis. Accrued interest on investment securities is recorded within prepaid expenses and other current assets on the consolidated balance sheets. As of December 31, 2022 and 2021, accrued interest on investment securities was $9.3 million and $4.2 million, respectively. 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; 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. Realized gains and losses on available-for sale debt securities are recorded within other revenue on the consolidated statements of operations. Unrealized holding gains and losses on equity securities are included in net unrealized (loss) gain on financial instruments within the consolidated statements of operations. Other Investments During the fourth quarter of 2022, the Company entered into an agreement for future equity in a privately-held entity upon the occurrence of a future qualified equity financing. While this investment does not represent a current ownership interest, we have determined this to be an investment without a readily determinable fair value. Investments without a readily determinable fair value are measured at cost minus impairments, if any, until a specific remeasurement event occurs. At December 31, 2022, we had $2.5 million of investments without a readily determinable fair value, which have been included within prepaid expenses and other current assets on our consolidated balance sheet. Derivatives From time to time, the Company utilizes derivative instruments as part of its overall strategy, including to reduce the impact of interest rate volatility. In addition, we have a contingent consideration derivative liability associated with our asset acquisition from Bell Bank. The Company’s derivative instruments outstanding at December 31, 2022 and 2021, which consist of interest rate swap agreements that have not been designated as hedges and the contingent consideration liability, are recorded at fair value on the consolidated balance sheets. 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 gains or losses on the interest rate swaps 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 and 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) 2022 2021 2020 Gross amounts capitalized for internal-use computer software (including construction-in-process) $ 107,705 $ 77,808 $ 58,881 Amounts expensed for amortization of internal-use computer software $ 77,997 $ 74,189 $ 72,363 Cloud Computing Arrangements The Company capitalizes implementation costs in cloud computing arrangements, including development costs on third-party technology platforms. Such amounts are amortized to the consolidated statement of operations, 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, 2022 and 2021, the Company had the following costs capitalized with respect to cloud computing arrangements on the consolidated balance sheets: Year Ended December 31, (in thousands) 2022 2021 Gross cloud computing costs (inclusive of in-process amounts) $ 21,730 $ 10,269 Accumulated amortization 7,202 2,529 Net cloud computing costs $ 14,528 $ 7,740 Included in prepaid expenses and other current assets $ 9,342 $ 3,369 Included in other assets $ 5,186 $ 4,371 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 Goodwill is assigned to reporting units, which is at, or one level below, the Company’s operating segments. Goodwill is not amortized but is reviewed for impairment at least annually at the reporting unit level, as of October 1, or more frequently if facts or circumstances indicate that the goodwill might be impaired. 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. 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. See Note 9, Goodwill and Other Intangible Assets, for further information regarding the outcome of the Company’s goodwill impairment tests during 2022, 2021 and 2020. 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 significant adverse 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 an 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. Debt Issuance Costs Debt issuance costs incurred and capitalized are amortized into interest expense over the remaining term of the respective debt arrangements using the effective interest method. 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 financial instruments, 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. Assets and liabilities measured at fair value are classified within the fair value hierarchy 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. The Company holds certain investments that are measured at their NAV as a practical expedient, which are excluded from the above fair value hierarchy. Revenue Recognition The Company accounts for the majority of 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 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. See Note 22, Stock-Based Compensation, for further information. Advertising Costs Advertising and marketing costs are expensed in the period incurred. During the years ended December 31, 2022, 2021 and 2020, advertising expense was $23.4 million, $20.6 million and $17.4 million, respectively. 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 w |
Recent Accounting Pronouncement
Recent Accounting Pronouncements | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Changes and Error Corrections [Abstract] | |
Recent Accounting Pronouncements | 2. Recent Accounting Pronouncements The following table provides a brief description of recent accounting pronouncements and their impact on our financial statements: Standard Description Date/Method of Adoption Effect on financial statements or other significant matters Adopted During the Year Ended December 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 asset 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 consolidated financial statements for the year ended December 31, 2022. The guidelines of this ASU will be applied prospectively for business combinations in the scope of ASC 805. |
Revenue
Revenue | 12 Months Ended |
Dec. 31, 2022 | |
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 revenues, substantially all of which relate to services transferred to the customer over time: Year Ended December 31, 2022 (In thousands) Fleet Solutions Travel and Corporate Solutions Health and Employee Benefit Solutions Total Topic 606 revenues Payment processing revenue $ 720,242 $ 353,748 $ 81,917 $ 1,155,907 Account servicing revenue 18,306 42,850 357,275 418,431 Other revenue 84,050 299 30,978 115,327 Topic 606 revenues $ 822,598 $ 396,897 $ 470,170 $ 1,689,665 Non-Topic 606 revenues $ 621,066 $ 5,411 $ 34,369 $ 660,846 Total revenues $ 1,443,664 $ 402,308 $ 504,539 $ 2,350,511 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 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 in open loop transactions and by the Company in closed loop transactions. 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 usage-based variable consideration. The variability is satisfied each day the service is provided to the customer and we consider the services performed each day in order to ascribe the appropriate amount of total fees to that day. We measure interchange revenue 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. 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 and 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 and such fees paid to third-party payment processors are recorded as service fees within cost of services. The Company additionally 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, 2022, 2021, and 2020, variable consideration, including fee rebates determined to be variable consideration, totaled $1.5 billion, $908.7 million, and $537.7 million, respectively. Fee rebates made to certain other par tners in exchange for customer referrals are not considered variable consideration and 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 revenue related to reporting services on telematics hardware placements, which are within the scope of Topic 606, and 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. 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, the sale 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. 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 includes interest income earned on the investment of HSA deposit balances held by WEX Bank, which is outside the scope of Topic 606 and is accounted for under Topic 320 and professional services revenue, which is within the scope of Topic 606, and is recognized as the services are performed in the amount we expect to receive from these services. 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 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, and are therefore excluded from the table below. 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 consolidated balance sheets December 31, 2022 December 31, 2021 Receivables Accounts receivable, net $ 53,593 $ 49,303 Contract assets Prepaid expenses and other current assets $ 13,554 $ 8,975 Contract assets Other assets $ 37,912 $ 40,718 Contract liabilities Accrued expenses and other current liabilities $ 8,093 $ 9,123 Contract liabilities Other liabilities $ 87,045 $ 58,900 Impairment losses recognized on our contract assets were immaterial for the years ended December 31, 2022, 2021 and 2020. In the years ended December 31, 2022 and 2021, we recognized revenue of $28.5 million and $3.5 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, 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) 2023 2024 2025 2026 2027 Thereafter Total Minimum monthly fees 1 $ 56,378 $ 31,149 $ 14,105 $ 5,107 $ 3,878 $ 2,826 $ 113,443 Professional services 2 3,347 — — — — — 3,347 Other 3 4,309 12,322 23,287 32,672 40,661 5,929 119,180 Total remaining performance obligations $ 64,034 $ 43,471 $ 37,392 $ 37,779 $ 44,539 $ 8,755 $ 235,970 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. |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Acquisitions | 4. Acquisitions Acquisitions 2022 Asset Acquisition During June 2022, the Company entered into a definitive agreement to purchase a portfolio of certain assets, consisting primarily of branded commercial fleet card customer accounts from a third-party. During September 2022, the Company closed on the acquisition of these receivables, paying the seller a preliminary purchase price of $45.1 million, consisting of the face value of the account balances as of the valuation date, plus certain customary adjustments, as defined in the purchase agreement. The actual amount of accounts receivable purchased was less than the balances as of the valuation date, resulting in a credit due back to WEX, which was collected during the fourth quarter of 2022. We accounted for this transaction under the asset acquisition method of accounting and have allocated the total cost of the acquisition as follows: (In thousands) Net cash consideration transferred to seller $ 40,801 Add: net transaction costs 819 Total consideration $ 41,620 Accounts receivable, net of allowance 1 $ 38,282 Customer relationship intangible asset 2 3,338 $ 41,620 1 Recorded within accounts receivable in the consolidated balance sheet and included within operating activities in the consolidated statement of cash flows. 2 The intangible asset is being amortized to expense over a three-year life. 2022 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 initial deferred liability under this Share Purchase Agreement at its net present value of $216.6 million within other liabilities on the 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 19, Redeemable Non-Controlling Interest for more information. 2021 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. The Company is required to make two additional cash payments to Bell Bank in association with this acquisition, $25.0 million in July 2023 and $12.5 million 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 extends 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 did 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 as of the acquisition date 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. Transaction costs related to the acquisition were immaterial and expensed as incurred. 2021 Acquisition of Remaining Interest in WEX Europe Services On April 13, 2021, the Company acquired the remaining interest in WEX Europe Services, 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 as 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, resulting in a reduction of additional paid-in capital by $81.6 million, a $13.1 million elimination of the 25 percent non-controlling interest in WEX Europe Services and a reduction of accumulated other comprehensive income by $2.3 million. In conjunction with the acquisition, the Company incurred $0.5 million in acquisition costs, which further reduced additional paid-in capital. Business Combinations The Company incurred and expensed costs directly related to completed business combinations of $2.4 million and $97.9 million in 2021 and 2020, respectively. The Company did not incur any costs directly related to completed business combinations during the year ended December 31, 2022. Costs incurred and expensed related to business combinations in-process were immaterial for the years ended December 31, 2022, 2021, and 2020. 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. 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. Goodwill recognized as a result of the acquisition represents the anticipated synergies of acquiring the businesses and is deductible for tax purposes. During the second quarter of 2022, the purchase accounting for the acquisition became final. No adjustments to the purchase accounting were made during the year ended December 31, 2022. Since the acquisition date through December 31, 2021, benefitexpress 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 On December 15, 2020, the Company acquired eNett, a leading provider of B2B payment solutions to the travel industry, and Optal, a company that specializes in optimizing B2B payments transactions for a total purchase price of $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. 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 represented consideration paid for the businesses acquired and for the settlement of the legal proceedings which took place during 2020. 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. Goodwill recognized as a result of the acquisition represents the anticipated synergies of acquiring the businesses and the majority is not deductible for tax purposes. From the acquisition date through December 31, 2020, eNett and Optal 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 are not reflected in the proforma results for the year ended December 31, 2020 as they are treated as costs relating to 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: (In thousands, except per share data) Year Ended December 31, 2020 Total revenues $ 1,610,216 Net loss attributable to shareholders $ (49,480) Net loss attributable to shareholders per share: Basic $ (1.13) Diluted $ (1.13) |
Sale of Subsidiary
Sale of Subsidiary | 12 Months Ended |
Dec. 31, 2022 | |
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 did 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 made a payment to the buyer of $7.4 million and the Company wrote-off the 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 was not deductible for income tax purposes. |
Allowance for Accounts Receivab
Allowance for Accounts Receivable | 12 Months Ended |
Dec. 31, 2022 | |
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, 2022 (In thousands) Fleet Solutions Travel and Corporate Solutions Health and Employee Benefit Solutions Total Balance, beginning of year $ 55,758 $ 9,931 $ 617 $ 66,306 Provision for credit losses 1 172,694 6,452 751 179,897 Other 2 37,601 169 (112) 37,658 Charge-offs (183,514) (1,449) (447) (185,410) Recoveries of amounts previously charged-off 12,790 — 18 12,808 Currency translation (726) (664) — (1,390) Balance, end of year $ 94,603 $ 14,439 $ 827 $ 109,869 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 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 substantially represent the offset against the late fee revenue recognized when the Company establishes a reserve for such waived amounts. Concentration of Credit Risk The receivables portfolio primarily consists of a large group of homogeneous balances across a wide range of industries, which are collectively evaluated for impairment. No individual customer had a receivable balance representing 10 percent or more of the outstanding receivables balance at December 31, 2022 or 2021. 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 2022 2021 Less than 30 days past due 98 % 98 % Less than 60 days past due 99 % 99 % |
Investment Securities
Investment Securities | 12 Months Ended |
Dec. 31, 2022 | |
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, 2022 and 2021 are presented below: (In thousands) Amortized Cost Total Total Fair Value 1 Balances as of December 31, 2022: Current: Debt securities: U.S. treasury notes $ 405,743 $ — $ 41,690 $ 364,053 Corporate debt securities 547,155 208 49,530 497,833 Municipal bonds 53,034 — 8,015 45,019 Asset-backed securities 199,794 35 9,130 190,699 Mortgage-backed securities 330,404 1 32,737 297,668 Total $ 1,536,130 $ 244 $ 141,102 $ 1,395,272 Non-current: Debt securities: Municipal bonds $ 14,951 $ 75 $ 743 $ 14,283 Asset-backed securities 132 — — 132 Mortgage-backed securities 111 — — 111 Mutual fund 28,387 — 3,915 24,472 Pooled investment fund 9,000 — — 9,000 Total $ 52,581 $ 75 $ 4,658 $ 47,998 Total investment securities 2 $ 1,588,711 $ 319 $ 145,760 $ 1,443,270 Balances as of December 31, 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 (b) $ 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 $ 40,394 $ 4 $ 748 $ 39,650 Total investment securities 2 $ 995,191 $ 363 $ 7,227 $ 988,327 1 The Company’s methods for measuring the fair value of its investment securities are discussed in Note 18, Fair Value. 2 Excludes $11.1 million and $11.3 million in equity securities as of December 31, 2022 and 2021, 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. The following tables present 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. There were no credit losses recorded against our investment securities as of December 31, 2022 and 2021. As of December 31, 2022 Less than one year One year or longer Total (In thousands) Fair Value Gross Unrealized Losses Fair Value Gross Unrealized Losses Fair Value Gross Unrealized Losses Investment-grade rated debt securities: U.S. treasury notes $ 123,655 $ 12,491 $ 240,398 $ 29,199 $ 364,053 $ 41,690 Corporate debt securities 196,877 15,093 289,915 34,437 486,792 49,530 Municipal bonds 28,119 3,788 19,098 4,970 47,217 8,758 Asset-backed securities 117,686 4,343 70,187 4,787 187,873 9,130 Mortgage-backed securities 198,052 16,437 96,536 16,300 294,588 32,737 Total debt securities $ 664,389 $ 52,152 $ 716,134 $ 89,693 $ 1,380,523 $ 141,845 As of December 31, 2021 Less than one year One year or longer Total Investment-grade rated debt securities: U.S. treasury notes $ 268,839 $ 1,113 $ — $ — $ 268,839 $ 1,113 Corporate debt securities 336,777 3,289 — — 336,777 3,289 Municipal bonds 24,049 149 — — 24,049 149 Asset-backed securities 101,983 587 — — 101,983 587 Mortgage-backed securities 132,737 1,341 — — 132,737 1,341 Total debt securities $ 864,385 $ 6,479 $ — $ — $ 864,385 $ 6,479 The above table includes 355 securities at December 31, 2022 where the current fair value is less than the related amortized cost. Unrealized losses on the Company’s debt securities included in the above tables are primarily driven by the rising interest rate environment and 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, 2022 2021 (In thousands) Net Carrying Amount Fair Value Net Carrying Amount Fair Value Due within one year $ 17,019 $ 16,459 $ — $ — Due after 1 year through year 5 473,030 435,983 369,485 366,605 Due after 5 years through year 10 583,449 519,033 369,131 367,536 Due after 10 years 477,826 438,323 219,576 217,935 Total $ 1,551,324 $ 1,409,798 $ 958,192 $ 952,076 Equity securities Changes in fair value of the Company’s equity securities are recognized within net unrealized gain (loss) on financial instruments on the consolidated statements of operations. During the year ended December 31, 2022, unrealized losses recognized on equity securities still held as of December 31, 2022 approximated $3.2 million. During the years ended December 31, 2021, and 2020 unrealized gains and losses recognized on equity securities still held as of December 31, 2021 and 2020 were immaterial. |
Property, Equipment and Capital
Property, Equipment and Capitalized Software, Net | 12 Months Ended |
Dec. 31, 2022 | |
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) 2022 2021 Furniture, fixtures and equipment $ 83,207 $ 84,361 Computer software, including internal-use software 606,170 509,039 Leasehold improvements 24,072 25,208 Construction in progress 18,722 19,016 Total 732,171 637,624 Less: accumulated depreciation (529,942) (458,093) Total property, equipment and capitalized software, net $ 202,229 $ 179,531 Depreciation expense was $93.4 million, $90.9 million and $90.8 million in 2022, 2021 and 2020, respectively. |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Other Intangible Assets | 9. Goodwill and Other Intangible Assets Goodwill The changes in the carrying amount of goodwill for the year ended December 31, 2022 were as follows: (In thousands) Fleet Travel and Corporate Solutions Segment Health and Employee Benefit Solutions Segment Total Balance as of January 1, 2022 Gross goodwill $ 1,380,572 $ 815,032 $ 776,628 $ 2,972,232 Accumulated impairment losses (54,240) (9,935) — (64,175) Net goodwill $ 1,326,332 $ 805,097 $ 776,628 $ 2,908,057 Impairment charges (136,486) — — (136,486) Foreign currency translation (16,737) (25,945) — (42,682) Balance as of December 31, 2022 Gross goodwill $ 1,363,835 $ 789,087 $ 776,628 $ 2,929,550 Accumulated impairment losses (190,726) (9,935) — (200,661) Net goodwill $ 1,173,109 $ 779,152 $ 776,628 $ 2,728,889 The changes in the carrying amount of goodwill for the year ended December 31, 2021 were as follows: (In thousands) Fleet Travel and Corporate Solutions Segment Health and Employee Benefit Solutions Total Balance as of January 1, 2021 Gross goodwill $ 1,392,711 $ 751,398 $ 608,204 $ 2,752,313 Accumulated impairment losses (54,240) (9,935) — (64,175) Net goodwill $ 1,338,471 $ 741,463 $ 608,204 $ 2,688,138 Goodwill acquired during the year — — 168,424 168,424 Measurement period adjustments — 78,426 — 78,426 Foreign currency translation (12,139) (14,792) — (26,931) Balance as of December 31, 2021 Gross goodwill $ 1,380,572 $ 815,032 $ 776,628 $ 2,972,232 Accumulated impairment losses (54,240) (9,935) — (64,175) Net goodwill $ 1,326,332 $ 805,097 $ 776,628 $ 2,908,057 During the third quarter of 2022, certain triggering events were identified in our international fleet reporting units, including increasing interest rates, decreasing market valuations and inflationary pressures, leading to a decline in projected cash flows primarily in Europe, requiring us to perform an interim impairment test. We compared the carrying value of each reporting unit with assigned goodwill to its fair value, which was estimated using a combination of an income-based discounted cash flow method and a market-based guideline public company method. As a result of the financial impacts of the identified triggering events, our test concluded that the carrying value of two of our international reporting units exceeded their estimated fair value, resulting in the recognition of an impairment charge of $136.5 million to our Fleet Solutions segment, representing a full impairment of one reporting unit’s goodwill and partial impairment of the other reporting unit’s goodwill. As of December 31, 2022, there was $95.4 million remaining goodwill associated with this partially impaired reporting unit. The Company did not record any impairment charges during its annual goodwill assessments completed in the fourth quarter of 2022 and 2021. 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 one of our international fleet reporting units. 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 during the year ended December 31, 2020. Other Intangible Assets Other intangible assets consist of the following: December 31, 2022 December 31, 2021 (in thousands) Gross Accumulated Net Carrying Gross Accumulated Net Carrying Definite-lived intangible assets Acquired software and developed technology $ 288,037 $ (212,510) $ 75,527 $ 288,772 $ (192,715) $ 96,057 Customer relationships 1,886,148 (850,873) 1,035,275 1,888,735 (733,008) 1,155,727 Contractual rights 1 263,417 (23,157) 240,260 263,417 (8,847) 254,570 Licensing agreements 143,438 (47,361) 96,077 145,718 (41,378) 104,340 Non-compete agreement 2,150 (681) 1,469 2,150 (251) 1,899 Patent 2,254 (2,254) — 2,401 (2,401) — Trade names and brand names 61,316 (36,324) 24,992 61,704 (31,001) 30,703 Total $ 2,646,760 $ (1,173,160) $ 1,473,600 $ 2,652,897 $ (1,009,601) $ 1,643,296 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, 2022, 2021 and 2020, amortization expense was $170.5 million, $181.7 million and $171.1 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) 2023 $ 174,587 2024 $ 169,061 2025 $ 160,176 2026 $ 151,298 2027 $ 142,506 |
Accounts Payable
Accounts Payable | 12 Months Ended |
Dec. 31, 2022 | |
Payables and Accruals [Abstract] | |
Accounts Payable | 10. Accounts Payable Accounts payable consists of: December 31, (In thousands) 2022 2021 Merchant payables $ 1,225,027 $ 880,075 Other payables 140,749 141,836 Accounts payable $ 1,365,776 $ 1,021,911 |
Deposits
Deposits | 12 Months Ended |
Dec. 31, 2022 | |
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, WEX Bank holds HSA 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) 2022 2021 Interest-bearing money market deposits 1 $ 157,157 $ 370,813 Customer deposits 146,727 129,180 Contractual deposits with maturities within 1 year 1,2 770,718 566,427 HSA deposits 3 2,070,000 960,000 Short-term deposits 3,144,602 2,026,420 Contractual deposits with maturities greater than 1 year and less than 5 years 1,2 334,183 652,214 Total deposits $ 3,478,785 $ 2,678,634 Weighted average cost of HSA deposits outstanding 0.04 % 0.03 % Weighted average cost of funds on contractual deposits outstanding 1.48 % 0.48 % Weighted average cost of interest-bearing money market deposits outstanding 4.45 % 0.20 % 1 As of December 31, 2022 and 2021, all certificates of deposit and money market deposits were in denominations of $250 thousand or less, corresponding to FDIC deposit insurance limits. 2 Includes certificates of deposit and certain money market deposits, which have a fixed maturity and interest rate. 3 HSA deposits are recorded within short-term deposits on the consolidated balance sheets as the funds can be withdrawn by the account holders on demand. The following table presents the scheduled maturities for contractual deposits as of December 31, 2022: (in thousands) 2023 2024 2025 Total Amounts due within the years ended December 31: $ 770,718 110,379 223,804 1,104,901 |
Derivative Instruments
Derivative Instruments | 12 Months Ended |
Dec. 31, 2022 | |
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 outstanding interest rate swap contracts with a collective notional amount of $1.6 billion as of December 31, 2022 is as follows: Contract Inception Date Contract End Date Fixed Interest Rates 1 Notional Amount at inception ( in thousands ) 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 2022 2021 2020 Interest rate swap contracts – Net unrealized gain (loss) on financial instruments $ 86,351 $ 39,986 $ (27,569) Interest rate swap contracts – Financing interest expense $ (5,233) $ 25,650 $ 15,842 In addition to its interest rate swap contracts, at December 31, 2022 and 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, 2022 | |
Receivables [Abstract] | |
Off-Balance Sheet Arrangements | 13. Off-Balance Sheet Arrangements WEX Europe Services and WEX Bank Accounts Receivable Factoring WEX Europe Services and WEX Bank are each party to separate accounts receivable factoring arrangements with unrelated third-party financial institutions to sell certain of their accounts receivable balances. Each subsidiary continues to service these receivables post-transfer with no participating interest. The Company obtained true-sale opinions from independent attorneys, stating that each representative factoring agreement provides legal isolation upon bankruptcy or receivership under local law. As such, transfers under these arrangements 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 buyers. Proceeds received, which are recorded net of applicable costs or negotiated discount rates, are recorded in operating activities in the consolidated statements of cash flows. Losses on factoring are recorded within cost of services in the consolidated statements of operations. The WEX Europe Services agreement automatically renews each January 1 unless either party gives not less than 90 days written notice of their intention to withdraw. Under this agreement, receivables 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 sold $599.1 million, $566.4 million, and $452.2 million of accounts receivable under this arrangement during the years ended December 31, 2022, 2021, and 2020, respectively. The losses on factoring were $3.2 million, $2.8 million and $2.4 million for the years ended December 31, 2022, 2021 and 2020, respectively. As of December 31, 2022 and 2021, the amounts of outstanding transferred receivables in excess of the established credit limit were immaterial. Charge-backs on balances in excess of the credit limit during the years ended December 31, 2022, 2021 and 2020 were insignificant. The WEX Bank agreement extends through July 2023, after which the agreement can be renewed for successive one-year periods assuming WEX provides advance written notice that is accepted by the purchaser. The Company sold $6.3 billion, $2.9 billion, and $4.1 billion of trade accounts receivable under this arrangement during the years ended December 31, 2022, 2021, and 2020, respectively. The losses on factoring were $1.6 million for the year ended December 31, 2022, and insignificant for the years ended December 31, 2021 and 2020. WEX Latin America Securitization of Receivables Prior to the sale of WEX Latin America on September 30, 2020, the Company transferred certain unsecured receivables associated with its salary advance payment card product to an investment fund in which WEX Latin America held a non-controlling equity interest, and was managed by an unrelated third-party. The securitization arrangement met the derecognition conditions under GAAP and transfers under this arrangement were treated as sales and accounted for as a reduction of trade receivables. During the year ended December 31, 2020, the Company recognized a gain on sale of $6.5 million within other revenue, consisting of the difference between the sales price and the carrying value of the receivables. Cash proceeds from the transfer of these receivables are recorded within operating activities in the consolidated statements of cash flows. During the year ended December 31, 2020, the Company received an insignificant distribution from the investment fund. Non-Bank Custodial Cash Assets As a non-bank custodian, we contract with depository partners to hold custodial cash assets on behalf of individual account holders. As of December 31, 2022 and 2021, we were custodian to approximately $3.45 billion and $2.8 billion in HSA cash assets, respectively. Of these custodial balances, $1.4 billion and $1.8 billion at December 31, 2022 and 2021, respectively, were deposited with and managed by certain third-party depository partners and not recorded on our consolidated balance sheets. The remaining balances of $2.1 billion and $960.0 million in HSA assets as of December 31, 2022 and 2021, respectively, are deposited with and managed by WEX Bank and are reflected on our consolidated balance sheets. See Note 11, Deposits, for further information about HSA deposits recorded on our consolidated balance sheets. Subsequent to December 31, 2022, $300.0 million of custodial balances previously deposited with third-party depository partners were transferred to WEX Bank to be managed and invested. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 14. Income Taxes Income (loss) before income taxes consisted of the following: Year ended December 31, (In thousands) 2022 2021 2020 United States $ 254,798 $ 194,358 $ (163,014) Foreign 5,748 9,588 (138,067) Total $ 260,546 $ 203,946 $ (301,081) Income taxes from continuing operations consisted of the following for the years ended December 31: (In thousands) United States State Foreign Total 2022 Current $ 115,285 $ 23,917 $ 14,033 $ 153,235 Deferred $ (44,589) $ (9,167) $ (6,394) $ (60,150) Income taxes $ 93,085 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) Undistributed earnings of certain foreign subsidiaries of the Company amounted to $159.9 million at December 31, 2022. 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, which approximates $129.1 million at December 31, 2022, the Company would be subject to withholding taxes payable to foreign countries, where applicable, but would generally have no further federal income tax liability. It is not practicable to estimate the unrecognized deferred tax liability associated with these undistributed earnings; however, it is not expected to be material. 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) 2022 2021 2020 Federal statutory rate 21.0 % 21.0 % 21.0 % State income taxes (net of federal income tax benefit) 4.3 2.9 1.6 Foreign income tax rate differential 0.4 1.3 3.3 Revaluation of deferred tax assets for foreign and state tax rate changes, net (0.7) 0.3 (1.9) Loss on sale of subsidiary — — (2.3) Legal settlement — — (5.1) Purchase accounting adjustments 1 — — 4.3 Tax credits (0.4) (6.2) — Tax reserves 3.5 0.5 (0.1) Withholding taxes — — (0.1) Change in valuation allowance 2.7 16.1 (13.5) Nondeductible expenses 3.3 3.2 (1.6) Incremental tax benefit from share-based compensation awards 0.3 (5.7) 0.2 GILTI 0.5 — — Other 0.8 (0.2) 1.0 Effective tax rate 2 35.7 % 33.2 % 6.8 % 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. 2 The Company recorded an income tax benefit for 2020 as compared to an income tax provision for 2021 and 2022. The Company’s effective tax rate for the year ended December 31, 2022 was adversely impacted primarily by a discrete tax adjustment of $12.7 million relating to the establishment of a valuation allowance recorded against a portion of deferred tax assets resulting from goodwill impairment charges and by a discrete tax item of $7.5 million primarily associated with an uncertain tax position. This was partially offset by the reduction in valuation allowance of $9.1 million primarily driven by the utilization of operating loss carryforwards in Australia for eNett and Optal. The Company’s effective tax rate for the year ended December 31, 2021 was adversely 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) 2022 2021 Deferred tax assets related to: Reserve for credit losses $ 23,810 $ 14,355 Tax credit carryforwards 13,050 12,480 Stock-based compensation, net 25,871 23,337 Net operating loss carry forwards 40,314 52,820 Capital loss carry forwards 23,896 26,628 Accruals 48,527 42,669 Operating lease liabilities 20,006 23,155 Deferred financing costs 9,336 4,364 Contractual obligations 51,496 16,891 Unrealized losses on debt securities 34,947 — Other 3,318 4,325 Total $ 294,571 $ 221,024 Deferred tax liabilities related to: Property, equipment and capitalized software (17,071) (33,903) Intangibles (238,384) (260,365) Interest rate swaps (20,310) — Operating lease assets (16,185) (19,135) Total $ (291,950) $ (313,403) Valuation allowance (131,413) (94,951) Deferred income taxes, net $ (128,792) $ (187,330) Net deferred tax (liabilities) assets by jurisdiction are as follows: December 31, (In thousands) 2022 2021 United States $ (137,757) $ (187,978) Australia 3,239 1,290 Europe 9,286 4,151 Singapore (4,229) (4,978) Other 669 185 Deferred income taxes, net $ (128,792) $ (187,330) The Company had approximately $473.3 million and $488.3 million of post apportionment state net operating loss carryforwards, as of December 31, 2022 and 2021, respectively. The Company’s foreign net operating loss carryforwards were approximately $62.7 million and $104.7 million at December 31, 2022 and 2021, respectively. The Company had no federal net operating loss carryforwards at December 31, 2022 and 2021. The U.S. state losses expire at various times through 2042. Foreign losses in Australia and the United Kingdom have indefinite carryforward periods. The change in contingent consideration due to Bell Bank and interest rate swaps have increased our deferred tax asset and liability related to contractual obligations and interest rate swaps, respectively. Additionally, there was an increase in deferred tax assets as a result of increased unrealized losses on debt securities included within accumulated other comprehensive loss, which was fully offset with a valuation allowance in accumulated other comprehensive loss. The amounts related to interest rate swaps and debt securities in accumulated other comprehensive loss were not material at December 31, 2021. At December 31, 2022, the Company’s valuation allowance primarily pertains to i) deferred tax assets on unrealized losses on debt securities included within accumulated other comprehensive income, ii) foreign capital losses arising from a portion of the legal settlement and iii) net deferred tax assets for certain states and certain entities operating in the United Kingdom. In each case, the Company has determined it is not more likely than not that the benefits will be utilized. During 2022, 2021 and 2020, the Company recorded tax expense of $7.0 million, $32.7 million and $40.6 million, respectively, for net increases to the valuation allowance. (In thousands) Balance at Beginning of Year Charges to Expense Releases Charges to Accumulated Other Comprehensive Loss Foreign Currency Translation Balance at End of Year Year ended December 31, 2021 $ (60,569) $ (33,849) $ 1,149 $ (2,894) $ 1,212 $ (94,951) Year ended December 31, 2022 $ (94,951) $ (16,055) $ 9,075 $ (33,435) $ 3,953 $ (131,413) The Company recognizes interest and penalties related to unrecognized tax benefits in income tax expense. The total amounts of interest and penalties recognized in the consolidated statements of operations were not material for the years ended December 31, 2022, 2021, and 2020. As of December 31, 2022, the amount accrued for interest and penalties related to unrecognized tax benefits totaled $1.5 million while the amount as of December 31, 2021 was immaterial. 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) 2022 2021 2020 Beginning balance $ 4,963 $ 4,133 $ 10,320 Increases related to prior year tax positions 1,107 830 — Increases related to current year tax positions 7,501 — — Decreases related to prior year tax positions (537) — (826) Settlements (5,534) — (5,361) Ending balance $ 7,500 $ 4,963 $ 4,133 During the year ended December 31, 2022, the Company agreed to settle the appeals process with the Internal Revenue Service for the tax years 2013 through 2015 and recognized an additional tax expense of $1.1 million. At December 31, 2022, the Company had $7.5 million of unrecognized tax benefits, which 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 $4.2 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. The Company is generally no longer subject to income tax examination after the three-year Internal Revenue Service statute of limitations. At December 31, 2022, U.S. state tax returns were no longer subject to tax examination for years prior to 2017. The tax years remaining open for income tax audits in the United Kingdom are 2020 through 2021, while the tax years open for audit in Australia are 2018 through 2021. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Leases | 15. Leases The following table presents supplemental balance sheet information related to our operating leases: (In thousands) Balance Sheet Location December 31, 2022 December 31, 2021 Assets Operating lease right-of-use assets Other assets $ 66,893 $ 79,484 Liabilities Current operating lease liabilities Accrued expenses and other current liabilities 11,804 15,501 Non-current operating lease liabilities Other liabilities 70,636 81,046 Total lease liabilities $ 82,440 $ 96,547 The following table presents the weighted average remaining lease term and discount rate: Operating leases December 31, 2022 December 31, 2021 Weighted average remaining term (in years) 9.4 9.5 Weighted average discount rate 4.4 % 4.4 % Maturities of our operating lease liabilities are as follows: (In thousands) December 31, 2022 2023 $ 15,025 2024 12,638 2025 10,192 2026 8,846 2027 7,597 Thereafter 47,239 Total lease payments $ 101,536 Less: Imputed interest (19,096) Total lease obligations $ 82,440 Less: Current portion of lease obligations (11,804) Long-term lease obligations $ 70,636 We recognized $19.5 million, $24.3 million, and $18.2 million of operating lease expense during 2022, 2021 and 2020, 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, 2022 December 31, 2021 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 15,745 $ 16,464 Non-cash transactions: Right-of-use assets obtained in exchange for lease liabilities $ 1,938 $ 14,613 |
Financing and Other Debt
Financing and Other Debt | 12 Months Ended |
Dec. 31, 2022 | |
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) 2022 2021 Term loans: Tranche A term loan $ 892,820 $ 941,742 Tranche B term loan 1,416,765 1,431,185 Total term loans $ 2,309,585 $ 2,372,927 Borrowings on Revolving Credit Facility — 119,800 Convertible Notes outstanding 310,000 310,000 Securitized debt 110,608 100,861 Participation debt 38,957 1,500 Total gross debt 1 $ 2,769,150 $ 2,905,088 1 See Note 18, Fair Value, for information regarding the fair value of the Company’s debt. The following table summarizes the Company’s total outstanding debt by balance sheet classification: Year ended December 31, (In thousands) 2022 2021 Current portion of gross debt $ 212,907 $ 165,703 Less: Unamortized debt issuance costs/debt discount (10,269) (9,934) Short-term debt, net $ 202,638 $ 155,769 Long-term portion of gross debt $ 2,556,243 $ 2,739,385 Less: Unamortized debt issuance costs/debt discount (34,037) (44,020) Long-term debt, net $ 2,522,206 $ 2,695,365 Supplemental information under Amended and Restated Credit Agreement: Letters of credit 1 $ 31,070 $ 51,392 Remaining borrowing capacity on Revolving Credit Facility 2 $ 898,930 $ 758,808 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 As part of the Amended and Restated Credit Agreement, the Company has senior secured tranche A term loans (the “Tranche A Term Loans”), senior secured tranche B term loans (the “Tranche B Term Loans”), and revolving credit commitments in an aggregate amount of $930.0 million under the Company’s secured revolving credit facility (the “Revolving Credit Facility”). The maturity date for the Tranche A Term Loans and Revolving Credit Facility is April 1, 2026 while the maturity date for the Tranche B Term Loans is April 1, 2028. Prior to maturity, the Tranche A Term Loans and Tranche B Term Loans require quarterly payments of $12.2 million and $3.6 million, respectively. 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. As of December 31, 2022 and 2021, amounts outstanding under the Amended and Restated Credit Agreement bore a weighted average interest rate of 6.4 percent and 2.2 percent, respectively. Borrowings under the Revolving Credit Facility can generally be rolled forward with interest rate resets through maturity. The Company additionally pays a quarterly commitment fee at a rate per annum ranging, as of December 31, 2022, from 0.25 percent to 0.50 percent of the daily unused portion of the Revolving Credit Facility (0.30 percent and 0.40 percent at December 31, 2022 and 2021, respectively) determined based on the Company’s consolidated leverage ratio. The Company maintains interest rate swap contracts to manage the interest rate risk associated with its outstanding variable-interest rate borrowings described above. See Note 12, Derivative Instruments, for further discussion. Under the Amended and Restated Credit Agreement, the Company has granted a security interest in substantially all of the assets of the Company, subject to certain exceptions including the assets of WEX Bank and certain foreign subsidiaries. Convertible Notes The Company has issued convertible notes in an aggregate principal amount of $310.0 million due July 15, 2027 (the “Convertible Notes”) to an affiliate of Warburg Pincus LLC (together with its affiliate, “Warburg Pincus”), which bear interest at a fixed rate of 6.5 percent, 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. Through December 31, 2022, all interest payments due on the Convertible Notes have been paid in cash. The Convertible Notes may be converted at the option of the holders at any time prior to maturity, or earlier redemption or repurchase of the Convertible Notes, based upon an initial conversion price of $200 per share of common stock. The Company may settle conversions of Convertible Notes, at its election, in cash, shares of the Company’s common stock, or a combination thereof. Additionally, 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 percent 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, 2022 and 2021. 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 exceeds certain thresholds, as defined within the indenture. Based on the closing price of the Company’s common stock as of December 31, 2022, the “if-converted” value of the Convertible Notes was less than the respective principal amount. The Company accounts for the Convertible Notes and its conversion feature as a single unit of account. The debt discount and debt issuance costs associated with the Convertible Notes are being amortized to interest expense using the effective interest rate method over the seven-year contractual life of the Convertible Notes. During the years ended December 31, 2022, 2021 and 2020, the Convertible Notes had an effective interest rate of 7.5 percent, 7.5 percent and 11.2 percent, respectively. The Convertible Notes consist of the following: (In thousands) December 31, 2022 December 31, 2021 Principal 1 $ 310,000 $ 310,000 Less: Unamortized discounts (10,907) (12,844) Less: Unamortized issuance cost (1,756) (2,068) Net carrying amount of Convertible Notes $ 297,337 $ 295,088 1 Recorded within long-term debt, net on our consolidated balance sheets, offset by the long-term portion of unamortized discounts and issuance cost. The following table sets forth total interest expense recognized for the Convertible Notes: Year Ended December 31, (In thousands) 2022 2021 2020 Interest on 6.5% coupon $ 20,150 $ 20,150 10,019 Amortization of debt discount and debt issuance costs 2,249 2,086 3,414 $ 22,399 $ 22,236 $ 13,433 Debt Issuance Costs The Company’s Amended and Restated Credit Agreement (which amended and restated the 2016 Credit Agreement) is structured as a loan syndication, and accordingly, upon a debt amendment the Company evaluates each lender’s loan separately as either a modification or extinguishment. In conjunction with the amendment and restatement of the 2016 Credit Agreement, which was accounted for as both a debt modification and extinguishment, during 2021 the Company (i) recognized a loss on extinguishment of debt of $3.4 million related to the write-off of unamortized debt issuance costs, (ii) incurred $5.5 million of associated third-party debt restructuring costs, which have been classified within general and administrative expenses in our consolidated statements of operations, and (iii) capitalized associated lender fees of $16.1 million to debt issuance costs, which are being amortized into interest expense over the term of the respective debt facilities using the effective interest method. During 2021, the Company redeemed $400.0 million of Notes outstanding, which were otherwise scheduled to mature on February 1, 2023. 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. During 2020, the Company completed various amendments to the 2016 Credit Agreement, largely in connection with its acquisition of eNett and Optal. The Company accounted for the amendments as debt modifications. As part of these transactions, during 2020 the Company incurred and capitalized $4.3 million of lender fees and $2.9 million of consent fees payable upon a consummation of the eNett and Optal acquisition. Third party costs associated with these amendments were immaterial. Debt Covenants The Amended and Restated Credit Agreement contains various affirmative and negative covenants that can, subject to certain customary exceptions, limit the Company’s and its subsidiaries’ (including, in certain limited circumstances, WEX Bank’s 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’ (excluding WEX Bank’s and the Company’s other regulated subsidiaries’) ability to, among other things, incur additional debt. 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 the following financial ratios (as defined within the Amended and Restated Credit Agreement) as of December 31, 2022: • a consolidated interest coverage ratio of no less than 3.00 to 1.00; and • a consolidated leverage ratio of no more than 5.00 to 1.00 for the quarters ending December 31, 2022 through September 30, 2023, and 4.75 to 1.00 thereafter. Securitization Facilities The Company is party to two securitized debt agreements with MUFG Bank Ltd. through April 2023. Under the terms of these agreements, each month on a revolving basis, the Company sells certain of its Australian and European receivables to bankruptcy-remote subsidiaries consolidated by the Company, which in turn use the receivables as collateral to issue securitized debt, which is recorded in short-term debt, net on the consolidated balance sheets. Amounts collected on the securitized receivables are restricted to pay the securitized debt and are not available for general corporate purposes. The Company pays interest on the outstanding balance of the securitized debt based on variable interest rates plus an applicable margin. The effective interest rate on the total outstanding securitized debt balance was 3.83 percent and 0.91 percent as of December 31, 2022 and 2021, respectively. 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, which ranged from 2.25 percent to 2.50 percent as of December 31, 2022 and 2021. As of December 31, 2022, the Company had outstanding participation agreements for the borrowing of up to $70.0 million through May 31, 2023, up to $50.0 million through September 30, 2023, and up to $40.0 million thereafter through December 31, 2023. Outstanding participation debt of $39.0 million and $1.5 million was recorded within short-term debt, net on the consolidated balance sheets as of December 31, 2022 and 2021, respectively. As of December 31, 2022 and 2021, the average interest rate on these agreements was 6.64 percent and 2.54 percent, respectively. 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 $569.0 million and $530.0 million, respectively, as of December 31, 2022 and 2021, and there were no outstanding borrowings on these lines as of those dates. Other As of December 31, 2022, WEX Bank pledged $239.9 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 $199.7 million as of December 31, 2022. WEX Bank had no borrowings outstanding on this line of credit through the Federal Reserve Bank Discount Window as of December 31, 2022 and 2021. 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) 2023 $ 212,907 2024 63,342 2025 63,342 2026 760,475 2027 324,420 |
Employee Benefit Plans
Employee Benefit Plans | 12 Months Ended |
Dec. 31, 2022 | |
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 $16.8 million, $15.1 million and $13.7 million in matching funds to the plan for the years ended December 31, 2022, 2021 and 2020, 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 and the Company provides a match of up to 6 percent of a portion of the participant’s applicable contributions, which was immaterial for the years ended December 31, 2022, 2021 and 2020. The Company maintains a grantor’s trust to hold the assets under these plans, which are recorded at fair value. The assets and equally offsetting related obligations totaled $11.1 million and $11.3 million at December 31, 2022 and 2021, respectively. The assets are included in prepaid expenses and other current assets and other assets on the consolidated balance sheets, as applicable, and the related obligations are included in accrued expenses and other current liabilities and other liabilities on the consolidated balance sheets, as applicable. Refer to Note 18, Fair Value, for further information. The Company has defined benefit pension plans in several foreign countries. The total net unfunded status for the Company’s foreign defined benefit pension plans was $3.4 million and $5.4 million as of December 31, 2022 and 2021, respectively. These obligations are recorded in accrued expenses and other current liabilities and other liabilities in the consolidated balance sheets, as applicable. The Company measures these plan obligations at fair value on an annual basis, with any changes recorded to earnings. The aggregate cost for these plans was insignificant to the consolidated financial statements for all periods presented. |
Fair Value
Fair Value | 12 Months Ended |
Dec. 31, 2022 | |
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 2022 2021 Financial Assets: Money market mutual funds 1 1 $ 35,133 $ 3,670 Investment securities, current: Debt securities: U.S. treasury notes 2 364,053 307,195 Corporate debt securities 2 497,833 351,843 Municipal bonds 2 45,019 31,168 Asset-backed securities 2 190,699 120,211 Mortgage-backed securities 2 297,668 138,260 Total $ 1,395,272 $ 948,677 Investment securities, non-current: Debt securities: Municipal bonds 2 $ 14,283 $ 3,108 Asset-backed securities 2 132 168 Mortgage-backed securities 2 111 123 Fixed-income mutual fund 1 24,472 27,251 Pooled investment fund measured at NAV 2 9,000 9,000 Total $ 47,998 $ 39,650 Executive deferred compensation plan trust 3 1 $ 11,139 $ 11,303 Interest rate swaps 4 2 $ 81,400 $ 15,031 Liabilities: Interest rate swaps 4 2 $ — $ 19,982 Contingent consideration 5 3 $ 206,388 $ 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, 2022, $1.9 million and $9.2 million in fair value is recorded within prepaid expenses and other current assets and other assets, respectively. 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. 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, 2022, $45.3 million and $36.1 million in fair value is recorded within prepaid expenses and other current assets other assets prepaid expenses and other current assets other assets accrued expenses and other current liabilities other liabilities 5 The fair value of this liability is recorded as current or long-term based on the timing of expected payments. At December 31, 2022, $28.7 million and $177.7 million in fair value is recorded within accrued expenses and other current liabilities and other liabilities, respectively. At December 31, 2021, the $67.3 million of fair value 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, 2022 $ 9,000 — Monthly 30 days The pooled investment 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, which consist primarily of mutual funds, 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 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 discount rate, which was 3.52 percent and 1.45 percent as of December 31, 2022 and December 31, 2021, respectively. 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 years ended December 31, 2022 and 2021 are as follows: (In thousands) December 31, 2022 December 31, 2021 Contingent consideration – beginning of the year $ 67,300 $ — Contingent consideration recorded as a result of the acquisition (Note 4) — 27,200 Change in estimated fair value 139,088 40,100 Contingent consideration – end of the year $ 206,388 $ 67,300 Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis The Company recorded a goodwill impairment charge of $136.5 million during the year ended December 31, 2022 to write down the carrying value of certain reporting units to fair value using Level 3 inputs. 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, 2022 and 2021. Assets and Liabilities Measured at Carrying Value, for which Fair Value is Disclosed The fair value of the Company’s financial instruments, which are measured and reported at carrying value, is as follows for the periods indicated: (In thousands) December 31, 2022 December 31, 2021 Carrying value Fair value Carrying value Fair value Tranche A Term Loans 1 $ 892,820 ** $ 941,742 ** Tranche B Term Loans 1 1,416,765 ** 1,431,185 ** Outstanding borrowings on Revolving Credit Facility 1 — — 119,800 ** Convertible Notes 2 310,000 329,964 310,000 327,670 Contractual deposits with maturities in excess of one year 3 334,183 308,051 652,214 ** ** Fair value approximates carrying value due to the instruments’ variable rates approximating market interest rates. 1 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. 2 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. 3 The Company determines the fair value of its contractual deposits with maturities in excess of one year using current market interest rates for deposits of similar remaining maturities, which are Level 2 inputs in the fair value hierarchy. Other Assets and Liabilities |
Redeemable Non-Controlling Inte
Redeemable Non-Controlling Interest | 12 Months Ended |
Dec. 31, 2022 | |
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. The original agreement provided SBI with a put right and the Company with a call right for the equity interest, which could be exercised no earlier than seven years following the date of acquisition. Upon exercise of the put or call right, the purchase price was to be 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 made the non-controlling interest redeemable and, therefore, the non-controlling interest was classified as temporary equity outside of stockholders’ equity. Any resulting change in the value of the redeemable non-controlling interest was offset against retained earnings and impacted 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 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 to 4.53 percent. Pursuant to the PO Holding Operating Agreement, SBI subsequently elected to participate in the equity financing of the June 1, 2021 benefitexpress Acquisition, which was facilitated through the Subscription Agreement, under which SBI agreed to pay the Company $12.5 million, equal to 4.53 percent of the purchase price. This receivable was ultimately offset against deferred payments owed by WEX Inc. to SBI with respect to the asset acquisition from Bell Bank. On March 7, 2022, in complete satisfaction of any rights under the PO Holding operating agreement, WEX Inc. and SBI entered into the Share Purchase Agreement whereby WEX Inc. purchased, SBI’s remaining 4.53 percent interest in PO Holding. The purchase price for the shares in PO Holding was $234.0 million plus any interest accruing pursuant to the terms of the Share Purchase Agreement. The initial liability associated with the future payment of the purchase price was recorded at a net present value of $216.6 million, as more fully described in Note 4, Acquisitions. The carrying value of the redeemable non-controlling interest immediately prior to the acquisition date was $254.4 million. The $37.8 million excess carrying value as of the acquisition date was recorded within the change in value of redeemable non-controlling interest on the consolidated statements of operations. This change in value of redeemable non-controlling interest was offset by $3.5 million of deferred tax expense resulting from the difference between the book and tax bases of the deferred liability payable to SBI. The carrying value of the redeemable non-controlling interest was reduced to zero as a result of the acquisition. As a result of this purchase, WEX Inc. owns 100 percent of PO Holding. The following table presents the changes in the Company’s redeemable non-controlling interest: Year Ended December 31, (In thousands) 2022 2021 Balance, beginning of year $ 254,106 $ 117,219 Repurchase of non-controlling interest — (11,191) Contribution from non-controlling interest — 12,457 Net income attributable to redeemable non-controlling interest 268 465 Change in value of redeemable non-controlling interest (37,780) 135,156 Repurchase of non-controlling interest (216,594) — Balance, end of year $ — $ 254,106 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2022 | |
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. 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 $9.2 billion of unused commitments to extend credit at December 31, 2022, as part of established customer agreements. These amounts may increase or decrease during 2023 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 providing a line of credit for the funding of up to a maximum of $12.0 million in 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, 2022, the Company has funded $2.3 million against this line of credit, which has been included on the consolidated balance sheet within accounts receivable. The Company’s remaining unused line of credit commitment as of December 31, 2022 is $9.7 million. Minimum Volume and Spend Commitments Under existing contractual arrangements, the Company is required to purchase a minimum amount of fuel from certain fuel suppliers on an annual basis. Upon failing to meet these minimum volume commitments, a penalty is assessed as defined under the contracts. During June 2022, the Company and its European fuel suppliers amended existing contracts, modifying both prior period and future minimum volume commitments through 2025. As a result of these amendments, the Company reversed previously accrued penalties totaling approximately $7 million to revenue within the consolidated statement of operations during 2022. Shortfall penalties incurred under the amended contracts amounted to $2.7 million through December 31, 2022. During the years ended December 31, 2021 and 2020, the Company incurred $6.0 million and $3.6 million of shortfall penalties under previously existing contracts, respectively. If the Company were not to purchase any fuel under these commitments after December 31, 2022, it would incur additional penalties totaling $17.5 million through 2025. 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, 2022 | |
Disclosure of Restrictions on Dividends, Loans and Advances Disclosure [Abstract] | |
Dividend and Net Asset Restrictions | 21. Dividend and Net Asset 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 allows 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 make annual restricted payments, including dividends, of up to $300.0 million initially, increasing by $50.0 million at the beginning of each subsequent fiscal year, such that the maximum payment amount will be $400.0 million for fiscal 2023. 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 $116.3 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. As a result of these regulations, WEX Bank is restricted in its ability to transfer a portion of its net assets to the Company. As of December 31, 2022, these restricted net assets approximated 12 percent of our total consolidated net assets. WEX Bank complied with the aforementioned dividend restrictions for each of the years ended December 31, 2022, 2021 and 2020. Certain of the Company’s other subsidiaries have restrictions on their ability to dividend funds to WEX Inc. due to specific legal or regulatory restrictions. As of December 31, 2022, such restrictions represented less than 1 percent of our total consolidated net assets. |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-Based Compensation | 22. Stock-Based Compensation Under the Amended and Restated 2019 Equity and Incentive Plan (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, which vest over specified terms so long as the employee remains employed by WEX through the vesting dates, as further described below. Notwithstanding the foregoing, such equity awards provide for accelerated vesting in the event of death, upon a change of control (as defined in the Amended 2019 Plan), and beginning with awards granted during 2022, upon retirement (subject to provisions defined in the Amended 2019 Plan). There were 3.7 million shares of common stock available for grant for future equity compensation awards under the Amended 2019 Plan as of December 31, 2022. Stock-based compensation expense recognized under our equity incentive plans was $97.9 million, $74.8 million and $63.9 million for 2022, 2021 and 2020, respectively. The associated tax benefit related to these costs was $16.9 million, $14.1 million and $11.5 million, for 2022, 2021 and 2020, 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 employees generally vest in even annual increments over up to three years. The following is a summary of RSU activity during the year ended December 31, 2022: (In thousands except per share data) Units Weighted-Average Unvested at January 1, 2022 485 $ 169.19 Granted 285 161.36 Vested, including 87 shares withheld for tax 1 (274) 168.61 Forfeited (70) 166.97 Unvested at December 31, 2022 426 $ 164.69 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, 2022, there was $41.8 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 $45.9 million, $44.5 million and $37.0 million during 2022, 2021 and 2020, respectively. The total fair value of RSUs that vested during 2022, 2021 and 2020 was $46.3 million, $24.4 million and $11.9 million, respectively. Performance-Based Restricted Stock Units Performance-based restricted stock units The Company periodically grants PBRSUs to employees, which is a right to receive stock based on the achievement of performance goals and continued employment during the vesting period. 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 three years and the ultimate modifier is based on the Company’s TSR relative to the TSR of the companies included in the S&P MidCap 400 Index (the “Benchmark Group”) over the specified TSR performance period. 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 calculated using the Monte Carlo simulation valuation model while affecting all 332 grantees. The modification to awards originally granted on March 20, 2019 resulted in incremental compensation cost of $1.3 million calculated using the Monte Carlo simulation valuation model 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 was to be based on the greater of the payout under the original awards’ performance metrics or the modified metrics as described above. As of December 31, 2022, the performance period for both modified awards was complete. The awards originally granted on March 20, 2019 were paid out under the modified metrics during 2022 and the awards originally granted on March 16, 2020 are expected to be paid out under the modified metrics during 2023. Accordingly, the expense associated with these modified awards was recognized based on the Monte Carlo modification-date fair value during the years ended December 31, 2022, 2021 and 2020. 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 6/15/2022 3/15/2021 6/24/2020 6/24/2020 2 3/16/2020 3 Risk-free interest rate 3.04% 0.29% 0.21% 0.21% 0.20% Stock price 1 $161.08 $226.02 $160.14 $160.14 $173.15 Expected stock price volatility 37.31% 53.65% 47.72% 47.72% 51.32% Weighted-average fair value per share 1 $158.25 $238.92 $264.17 $240.55 $280.93 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, 2022: (In thousands except per share data) Shares Weighted-Average Unvested at January 1, 2022 557 $ 230.01 Granted 242 163.09 Forfeited (100) 228.45 Vested, including 28 shares withheld for tax 1 (87) 198.49 Performance adjustment 2, 3 (53) NM Unvested at December 31, 2022 3 559 $ 208.94 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, 2022. 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, 2022, there was $48.7 million of unrecognized compensation cost related to PBRSUs that is expected to be recognized over a weighted-average period of 1.5 years. The total grant-date fair value of PBRSUs granted during 2022, 2021 and 2020 was $39.5 million, $34.9 million and $58.5 million, respectively. The total grant-date fair value of PBRSUs that vested during 2022, 2021 and 2020 was $17.2 million, $23.7 million and $21.7 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. The vast majority of awards were valued utilizing the assumptions included in the following table: 2022 2021 2020 Weighted average grant date fair value $ 70.82 $ 92.82 $ 35.13 Weighted average expected term (in years) 6 6 6 Weighted average exercise price $ 163.22 $ 226.02 $ 109.66 Expected stock price volatility 42.23 % 41.81 % 32.37 % Risk-free interest rate 2.13 % 1.05 % 0.58 % 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, 2022: (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, 2022 704 $ 141.42 Granted 201 163.16 Exercised (44) 113.77 Forfeited or expired (78) 172.65 Outstanding at December 31, 2022 783 $ 145.44 6.8 $ 21,882 Exercisable on December 31, 2022 473 $ 132.90 5.6 $ 18,305 Vested and expected to vest at December 31, 2022 302 $ 164.44 8.6 $ 3,582 As of December 31, 2022, there was $11.7 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, 2022, 2021 and 2020 was $2.2 million, $48.1 million and $8.7 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 67 thousand and 58 thousand DSUs outstanding as of December 31, 2022 and 2021, respectively. DSU activity is included in the RSU table above. Unvested DSUs as of December 31, 2022 and 2021 were not material. |
Restructuring Activities
Restructuring Activities | 12 Months Ended |
Dec. 31, 2022 | |
Restructuring and Related Activities [Abstract] | |
Restructuring Activities | 23. Restructuring Activities During October 2022, the Company commenced a restructuring initiative as a result of its global review of operations in light of the executive leadership team reorganization that became effective January 1, 2022. The review of operations identified certain opportunities to further streamline the business and position WEX for future growth. The restructuring charges related to this initiative, which primarily consist of employee separation costs, were $9.2 million as of December 31, 2022, $4.7 million of which was recorded within our Fleet Solutions segment, $0.6 million within our Travel and Corporate Solutions segment, $1.6 million within our Health and Employee Benefit Solutions segment and $2.3 million within our unallocated corporate expenses. Approximately half of these costs have been reflected within general and administrative expense with the remaining costs split between cost of services and sales and marketing expenses on the consolidated statements of operations. A portion of the accrued restructuring charges were paid during December 2022 with the remaining charges to be substantially paid during the first half of 2023. Restructuring costs accrued and unpaid as of December 31, 2022 were $6.1 million, and have been included within accrued expenses and other current liabilities on the consolidated balance sheet. Based on current plans, which are subject to change, the amount of additional restructuring costs that the Company expects to incur is immaterial. |
Segment Information
Segment Information | 12 Months Ended |
Dec. 31, 2022 | |
Segment Reporting [Abstract] | |
Segment Information | 24. Segment Information The Company determines its operating segments and reports segment information in accordance with how our Chief Executive Officer, the Company’s CODM, allocates resources and assesses performance. The Company has both three operating segments and three reportable segments, as 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, 2022 (In thousands) Fleet Solutions Travel and Corporate Solutions Health and Employee Benefit Solutions Total Payment processing revenue $ 720,242 $ 353,748 $ 81,917 $ 1,155,907 Account servicing revenue 169,159 42,850 357,275 569,284 Finance fee revenue 359,672 647 149 360,468 Other revenue 194,591 5,063 65,198 264,852 Total revenues $ 1,443,664 $ 402,308 $ 504,539 $ 2,350,511 Year Ended December 31, 2021 (In thousands) Fleet Solutions Travel and Health and 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 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 No one customer accounted for more than 10 percent of the total consolidated revenue in 2022, 2021 or 2020. 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, (iii) other acquisition and divestiture related items; (iv) legal settlement; (v) impairment charges; (vi) loss on sale of subsidiary; (vii) debt restructuring costs; (viii) stock-based compensation; and (ix) other costs. Additionally, we do not allocate financing interest expense, foreign currency gains and losses, other income, change in fair value of contingent consideration and unrealized and net unrealized gains and losses on financial instruments 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) 2022 2021 2020 Segment adjusted operating income Fleet Solutions $ 693,439 $ 557,083 $ 383,502 Travel and Corporate Solutions 192,665 86,860 62,096 Health and Employee Benefit Solutions 133,682 104,408 96,769 Total segment adjusted operating income $ 1,019,786 $ 748,351 $ 542,367 Reconciliation: Total segment adjusted operating income $ 1,019,786 $ 748,351 $ 542,367 Less: Unallocated corporate expenses 84,484 78,218 62,938 Acquisition-related intangible amortization 170,500 181,694 171,144 Other acquisition and divestiture related items 17,874 40,533 57,787 Legal settlement — — 162,500 Impairment charges 136,486 — 53,378 Loss on sale of subsidiary — — 46,362 Debt restructuring costs 43 6,185 535 Stock-based compensation 100,694 76,550 65,841 Other costs 39,863 23,171 13,555 Operating income (loss) $ 469,842 $ 342,000 $ (91,673) Financing interest expense (130,690) (128,422) (157,080) Net foreign currency loss (22,702) (12,339) (25,783) Other income — 3,617 491 Change in fair value of contingent consideration (139,088) (40,100) — Net unrealized gain (loss) on financial instruments 83,184 39,190 (27,036) Income (loss) before income taxes $ 260,546 $ 203,946 $ (301,081) 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) 2022 2021 2020 United States $ 2,062,027 $ 1,642,747 $ 1,401,144 Other international 1 288,484 207,795 158,725 Total revenues $ 2,350,511 $ 1,850,542 $ 1,559,869 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) 2022 2021 2020 United States $ 193,030 $ 170,626 $ 176,348 Other international 1 9,199 8,905 11,992 Net property, equipment and capitalized software $ 202,229 $ 179,531 $ 188,340 |
Supplementary Regulatory Capita
Supplementary Regulatory Capital Disclosure | 12 Months Ended |
Dec. 31, 2022 | |
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, 2022, 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, 2022 Total Capital to risk-weighted assets $ 595,576 15.16 % $ 314,379 8.00 % $ 392,974 10.00 % Tier 1 Capital to average assets $ 546,218 10.22 % $ 213,681 4.00 % $ 267,101 5.00 % Common equity to risk-weighted assets $ 546,218 13.90 % $ 176,838 4.50 % $ 255,433 6.50 % Tier 1 Capital to risk-weighted assets $ 546,218 13.90 % $ 235,785 6.00 % $ 314,379 8.00 % 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 % |
Preferred Stock
Preferred Stock | 12 Months Ended |
Dec. 31, 2022 | |
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, 2022 and 2021. |
Repurchases of Common Stock
Repurchases of Common Stock | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Repurchases of Common Stock | 27. Repurchases of Common Stock Under share buyback plans authorized by our board of directors from time to time, the Company may repurchase up to specified dollar values of shares of its common stock through open market purchases, privately negotiated transactions, block trades or otherwise. The number of shares repurchased by the Company during 2022 pursuant to repurchase programs have been recorded as treasury stock in our consolidated financial statements and are included in the following table. There were no shares repurchased pursuant to repurchase programs during the years ended December 31, 2021 and 2020. Shares repurchased are recorded on a trade date basis. (In thousands, except for per share amounts) Shares Total Cost Average Cost Per Share Treasury stock purchased during the year ended December 31, 2022 1,901 $ 290,837 $ 152.99 |
Related Party Transaction
Related Party Transaction | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transaction | 28. Related Party Transaction Relationship with SBI/Bell Bank Bell Bank, a subsidiary of SBI, is a revolving loan lender under the Company’s Amended and Restated Credit Agreement. There were no borrowings outstanding on the Revolving Credit Facility as of December 31, 2022. As of December 31, 2021, there was $119.8 million in borrowings outstanding on the Revolving Credit Facility. Available capacity of $50.0 million under the Revolving Credit Facility is directly 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. Due to increases in the Federal Funds rate through December 31, 2022, the Company has estimated and recorded a liability of $206.4 million, $28.7 million of which is payable during the first quarter of 2023. As part of WEX Inc.’s purchase of the HSA contractual rights from Bell Bank discussed above, on April 1, 2021, 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 as of that date, 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, owing the Company $12.5 million, resulting in a reduction of the January 2024 deferred payment due to Bell Bank by the Company to $12.5 million. On March 7, 2022, WEX Inc. and the seller of Discovery Benefits, SBI, entered into an agreement whereby WEX Inc. purchased SBI’s remaining 4.53 percent equity interest in the Company’s U.S. Health business, 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 annual installments beginning March 2024. See Note 4, Acquisitions, for further information regarding the timing and determination of payments As of December 31, 2022, no deferred cash payments or contingent consideration discussed above has been paid to Bell Bank. Relationship with Wellington Wellington Management Group, LLP (“Wellington”), beneficially owned approximately 8 percent of the Company’s outstanding common stock as of December 31, 2022, based on information reported on a Schedule 13G/A filed with the SEC on February 6, 2022. Wellington Management Company LLP, an entity affiliated with Wellington, is investment manager for certain custodial cash assets managed and invested by WEX Bank as our depository partner. As of December 31, 2022 and 2021, the depository assets under management totaled $1,432.3 million and $956.5 million, respectively. The Company incurred $0.9 million and $0.1 million in investment management fees payable to Wellington during 2022 and 2021, respectively. Refer to Note 7, Investment Securities, for further information on these investment securities. Relationship with Warburg Pincus On July 1, 2020, the Company closed on a private placement transaction with an affiliate of 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. The issuance of the Convertible Notes provided the Company with net proceeds of approximately $299.2 million after original issue discount. Refer to Note 16, Financing and Other Debt, for more information regarding the Convertible Notes. 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. 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, 2022 and 2021, such nominee was a member of the Company’s board of directors and a managing director at Warburg Pincus LLC. As a member of our board of directors, such individual is remunerated for their services. Such remuneration is immaterial for the years ended December 31, 2022, 2021 and 2020. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | 29. Subsequent Events |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
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, 2022, 2021 and 2020, 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. |
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. |
Reclassifications | Reclassifications Effective December 31, 2022, accrued expenses and other current liabilities have been combined and presented as one line item in the consolidated balance sheets. In conjunction with this revised balance sheet presentation, accrued expenses have been combined with other current and other long-term liabilities on the consolidated statements of cash flows and restricted cash payable has been presented separately. Prior period amounts on the consolidated balance sheet and cash flow statement have been reclassified to conform with the current period presentation. |
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 generally 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. |
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 reserve for credit losses reduces the Company’s accounts receivable balances, as reported in the consolidated financial statements, to the net realizable value. 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 years ended December 31, 2022 and 2021 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 multiple 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. 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 | Off-Balance Sheet ArrangementsThe 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. |
Investment Securities | Investment Securities Investment securities held by the Company consist primarily 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 available-for-sale debt securities, including U.S. treasury notes and bonds, corporate debt securities and asset or mortgage-backed securities, and equity securities with readily determinable fair values. Available-for-sale debt securities and equity securities with a readily determinable fair value 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. Purchases and sales of securities are recorded on a trade date basis. Accrued interest on investment securities is recorded within prepaid expenses and other current assets on the consolidated balance sheets. As of December 31, 2022 and 2021, accrued interest on investment securities was $9.3 million and $4.2 million, respectively. 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; 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. Realized gains and losses on available-for sale debt securities are recorded within other revenue on the consolidated statements of operations. Unrealized holding gains and losses on equity securities are included in net unrealized (loss) gain on financial instruments within the consolidated statements of operations. Other Investments During the fourth quarter of 2022, the Company entered into an agreement for future equity in a privately-held entity upon the occurrence of a future qualified equity financing. While this investment does not represent a current ownership interest, we have determined this to be an investment without a readily determinable fair value. Investments without a readily determinable fair value are measured at cost minus impairments, if any, until a specific remeasurement event occurs. At December 31, 2022, we had $2.5 million of investments without a readily determinable fair value, which have been included within prepaid expenses and other current assets on our consolidated balance sheet. |
Derivatives | Derivatives From time to time, the Company utilizes derivative instruments as part of its overall strategy, including to reduce the impact of interest rate volatility. In addition, we have a contingent consideration derivative liability associated with our asset acquisition from Bell Bank. The Company’s derivative instruments outstanding at December 31, 2022 and 2021, which consist of interest rate swap agreements that have not been designated as hedges and the contingent consideration liability, are recorded at fair value on the consolidated balance sheets. 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 |
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 and 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 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 Goodwill is assigned to reporting units, which is at, or one level below, the Company’s operating segments. Goodwill is not amortized but is reviewed for impairment at least annually at the reporting unit level, as of October 1, or more frequently if facts or circumstances indicate that the goodwill might be impaired. 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. 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. See Note 9, Goodwill and Other Intangible Assets, for further information regarding the outcome of the Company’s goodwill impairment tests during 2022, 2021 and 2020. 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 |
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 significant adverse change in the manner in which the asset is intended to be used. |
Debt Issuance Costs | Debt Issuance CostsDebt issuance costs incurred and capitalized are amortized into interest expense over the remaining term of the respective debt arrangements using the effective interest method |
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 financial instruments, 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. |
Revenue Recognition | Revenue Recognition The Company accounts for the majority of 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. The Company has elected to treat the GILTI tax as a current period expense in the year incurred. 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 Share Basic 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 |
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”) consisted 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, 2022, 2021 and 2020. As of December 31, 2022 and 2021, the components of AOCL were as follows: December 31, (In thousands) 2022 2021 Unrealized losses on available-for sale debt securities $ (141,531) $ (6,123) Foreign currency translation adjustments (164,807) (116,394) Total accumulated other comprehensive loss $ (306,338) $ (122,517) |
Segment Information | The Company has both three operating segments and three reportable segments, as 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. |
Recent Accounting Pronouncements | Standard Description Date/Method of Adoption Effect on financial statements or other significant matters Adopted During the Year Ended December 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 asset 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 consolidated financial statements for the year ended December 31, 2022. The guidelines of this ASU will be applied prospectively for business combinations in the scope of ASC 805. |
Risks and Uncertainties (Polici
Risks and Uncertainties (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Risks and Uncertainties [Abstract] | |
Segment Information | The Company has both three operating segments and three reportable segments, as 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, 2022 | |
Accounting Policies [Abstract] | |
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 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) 2022 2021 2020 Gross amounts capitalized for internal-use computer software (including construction-in-process) $ 107,705 $ 77,808 $ 58,881 Amounts expensed for amortization of internal-use computer software $ 77,997 $ 74,189 $ 72,363 Property, equipment and capitalized software, net consist of the following: December 31, (In thousands) 2022 2021 Furniture, fixtures and equipment $ 83,207 $ 84,361 Computer software, including internal-use software 606,170 509,039 Leasehold improvements 24,072 25,208 Construction in progress 18,722 19,016 Total 732,171 637,624 Less: accumulated depreciation (529,942) (458,093) Total property, equipment and capitalized software, net $ 202,229 $ 179,531 |
Schedule of Capitalized Contract Cost | As of December 31, 2022 and 2021, the Company had the following costs capitalized with respect to cloud computing arrangements on the consolidated balance sheets: Year Ended December 31, (in thousands) 2022 2021 Gross cloud computing costs (inclusive of in-process amounts) $ 21,730 $ 10,269 Accumulated amortization 7,202 2,529 Net cloud computing costs $ 14,528 $ 7,740 Included in prepaid expenses and other current assets $ 9,342 $ 3,369 Included in other assets $ 5,186 $ 4,371 |
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) 2022 2021 2020 Net income (loss) attributable to shareholders $ 201,438 $ 137 $ (243,638) Weighted average common shares outstanding – Basic 44,398 44,718 43,842 Dilutive impact of share-based compensation awards 1 326 594 — Weighted average common shares outstanding – Diluted 44,724 45,312 43,842 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. |
Schedule of Components of AOCL | the components of AOCL were as follows: December 31, (In thousands) 2022 2021 Unrealized losses on available-for sale debt securities $ (141,531) $ (6,123) Foreign currency translation adjustments (164,807) (116,394) Total accumulated other comprehensive loss $ (306,338) $ (122,517) |
Recent Accounting Pronounceme_2
Recent Accounting Pronouncements (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Changes and Error Corrections [Abstract] | |
Schedule of New Accounting Pronouncements and Changes in Accounting Principles | The following table provides a brief description of recent accounting pronouncements and their impact on our financial statements: Standard Description Date/Method of Adoption Effect on financial statements or other significant matters Adopted During the Year Ended December 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 asset 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 consolidated financial statements for the year ended December 31, 2022. The guidelines of this ASU will be applied prospectively for business combinations in the scope of ASC 805. |
Revenue (Tables)
Revenue (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Summary of Disaggregation of Revenue | The following tables disaggregate our consolidated revenues, substantially all of which relate to services transferred to the customer over time: Year Ended December 31, 2022 (In thousands) Fleet Solutions Travel and Corporate Solutions Health and Employee Benefit Solutions Total Topic 606 revenues Payment processing revenue $ 720,242 $ 353,748 $ 81,917 $ 1,155,907 Account servicing revenue 18,306 42,850 357,275 418,431 Other revenue 84,050 299 30,978 115,327 Topic 606 revenues $ 822,598 $ 396,897 $ 470,170 $ 1,689,665 Non-Topic 606 revenues $ 621,066 $ 5,411 $ 34,369 $ 660,846 Total revenues $ 1,443,664 $ 402,308 $ 504,539 $ 2,350,511 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 |
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, 2022 December 31, 2021 Receivables Accounts receivable, net $ 53,593 $ 49,303 Contract assets Prepaid expenses and other current assets $ 13,554 $ 8,975 Contract assets Other assets $ 37,912 $ 40,718 Contract liabilities Accrued expenses and other current liabilities $ 8,093 $ 9,123 Contract liabilities Other liabilities $ 87,045 $ 58,900 |
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) 2023 2024 2025 2026 2027 Thereafter Total Minimum monthly fees 1 $ 56,378 $ 31,149 $ 14,105 $ 5,107 $ 3,878 $ 2,826 $ 113,443 Professional services 2 3,347 — — — — — 3,347 Other 3 4,309 12,322 23,287 32,672 40,661 5,929 119,180 Total remaining performance obligations $ 64,034 $ 43,471 $ 37,392 $ 37,779 $ 44,539 $ 8,755 $ 235,970 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. |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Asset Acquisition | We accounted for this transaction under the asset acquisition method of accounting and have allocated the total cost of the acquisition as follows: (In thousands) Net cash consideration transferred to seller $ 40,801 Add: net transaction costs 819 Total consideration $ 41,620 Accounts receivable, net of allowance 1 $ 38,282 Customer relationship intangible asset 2 3,338 $ 41,620 1 Recorded within accounts receivable in the consolidated balance sheet and included within operating activities in the consolidated statement of cash flows. 2 The intangible asset is being amortized to expense over a three-year life. |
Business Acquisition, Pro Forma Information | The following represents unaudited pro forma operational results: (In thousands, except per share data) Year Ended December 31, 2020 Total revenues $ 1,610,216 Net loss attributable to shareholders $ (49,480) Net loss attributable to shareholders per share: Basic $ (1.13) Diluted $ (1.13) |
Allowance for Accounts Receiv_2
Allowance for Accounts Receivable (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
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, 2022 (In thousands) Fleet Solutions Travel and Corporate Solutions Health and Employee Benefit Solutions Total Balance, beginning of year $ 55,758 $ 9,931 $ 617 $ 66,306 Provision for credit losses 1 172,694 6,452 751 179,897 Other 2 37,601 169 (112) 37,658 Charge-offs (183,514) (1,449) (447) (185,410) Recoveries of amounts previously charged-off 12,790 — 18 12,808 Currency translation (726) (664) — (1,390) Balance, end of year $ 94,603 $ 14,439 $ 827 $ 109,869 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 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. |
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 2022 2021 Less than 30 days past due 98 % 98 % Less than 60 days past due 99 % 99 % |
Investment Securities (Tables)
Investment Securities (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Investments, Debt and Equity Securities [Abstract] | |
Schedule of Available-For-Sale Securities | The Company’s amortized cost and estimated fair value of investment securities as of December 31, 2022 and 2021 are presented below: (In thousands) Amortized Cost Total Total Fair Value 1 Balances as of December 31, 2022: Current: Debt securities: U.S. treasury notes $ 405,743 $ — $ 41,690 $ 364,053 Corporate debt securities 547,155 208 49,530 497,833 Municipal bonds 53,034 — 8,015 45,019 Asset-backed securities 199,794 35 9,130 190,699 Mortgage-backed securities 330,404 1 32,737 297,668 Total $ 1,536,130 $ 244 $ 141,102 $ 1,395,272 Non-current: Debt securities: Municipal bonds $ 14,951 $ 75 $ 743 $ 14,283 Asset-backed securities 132 — — 132 Mortgage-backed securities 111 — — 111 Mutual fund 28,387 — 3,915 24,472 Pooled investment fund 9,000 — — 9,000 Total $ 52,581 $ 75 $ 4,658 $ 47,998 Total investment securities 2 $ 1,588,711 $ 319 $ 145,760 $ 1,443,270 Balances as of December 31, 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 (b) $ 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 $ 40,394 $ 4 $ 748 $ 39,650 Total investment securities 2 $ 995,191 $ 363 $ 7,227 $ 988,327 1 The Company’s methods for measuring the fair value of its investment securities are discussed in Note 18, Fair Value. 2 Excludes $11.1 million and $11.3 million in equity securities as of December 31, 2022 and 2021, 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. |
Schedule of Unrealized Loss on Investments | As of December 31, 2022 Less than one year One year or longer Total (In thousands) Fair Value Gross Unrealized Losses Fair Value Gross Unrealized Losses Fair Value Gross Unrealized Losses Investment-grade rated debt securities: U.S. treasury notes $ 123,655 $ 12,491 $ 240,398 $ 29,199 $ 364,053 $ 41,690 Corporate debt securities 196,877 15,093 289,915 34,437 486,792 49,530 Municipal bonds 28,119 3,788 19,098 4,970 47,217 8,758 Asset-backed securities 117,686 4,343 70,187 4,787 187,873 9,130 Mortgage-backed securities 198,052 16,437 96,536 16,300 294,588 32,737 Total debt securities $ 664,389 $ 52,152 $ 716,134 $ 89,693 $ 1,380,523 $ 141,845 As of December 31, 2021 Less than one year One year or longer Total Investment-grade rated debt securities: U.S. treasury notes $ 268,839 $ 1,113 $ — $ — $ 268,839 $ 1,113 Corporate debt securities 336,777 3,289 — — 336,777 3,289 Municipal bonds 24,049 149 — — 24,049 149 Asset-backed securities 101,983 587 — — 101,983 587 Mortgage-backed securities 132,737 1,341 — — 132,737 1,341 Total debt securities $ 864,385 $ 6,479 $ — $ — $ 864,385 $ 6,479 |
Maturity Dates Of Available-For-Sale Securities | The following table summarizes the contractual maturity dates of the Company’s debt securities. December 31, 2022 2021 (In thousands) Net Carrying Amount Fair Value Net Carrying Amount Fair Value Due within one year $ 17,019 $ 16,459 $ — $ — Due after 1 year through year 5 473,030 435,983 369,485 366,605 Due after 5 years through year 10 583,449 519,033 369,131 367,536 Due after 10 years 477,826 438,323 219,576 217,935 Total $ 1,551,324 $ 1,409,798 $ 958,192 $ 952,076 |
Property, Equipment and Capit_2
Property, Equipment and Capitalized Software, Net (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
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 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) 2022 2021 2020 Gross amounts capitalized for internal-use computer software (including construction-in-process) $ 107,705 $ 77,808 $ 58,881 Amounts expensed for amortization of internal-use computer software $ 77,997 $ 74,189 $ 72,363 Property, equipment and capitalized software, net consist of the following: December 31, (In thousands) 2022 2021 Furniture, fixtures and equipment $ 83,207 $ 84,361 Computer software, including internal-use software 606,170 509,039 Leasehold improvements 24,072 25,208 Construction in progress 18,722 19,016 Total 732,171 637,624 Less: accumulated depreciation (529,942) (458,093) Total property, equipment and capitalized software, net $ 202,229 $ 179,531 |
Goodwill and Other Intangible_2
Goodwill and Other Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Changes in Goodwill | The changes in the carrying amount of goodwill for the year ended December 31, 2022 were as follows: (In thousands) Fleet Travel and Corporate Solutions Segment Health and Employee Benefit Solutions Segment Total Balance as of January 1, 2022 Gross goodwill $ 1,380,572 $ 815,032 $ 776,628 $ 2,972,232 Accumulated impairment losses (54,240) (9,935) — (64,175) Net goodwill $ 1,326,332 $ 805,097 $ 776,628 $ 2,908,057 Impairment charges (136,486) — — (136,486) Foreign currency translation (16,737) (25,945) — (42,682) Balance as of December 31, 2022 Gross goodwill $ 1,363,835 $ 789,087 $ 776,628 $ 2,929,550 Accumulated impairment losses (190,726) (9,935) — (200,661) Net goodwill $ 1,173,109 $ 779,152 $ 776,628 $ 2,728,889 The changes in the carrying amount of goodwill for the year ended December 31, 2021 were as follows: (In thousands) Fleet Travel and Corporate Solutions Segment Health and Employee Benefit Solutions Total Balance as of January 1, 2021 Gross goodwill $ 1,392,711 $ 751,398 $ 608,204 $ 2,752,313 Accumulated impairment losses (54,240) (9,935) — (64,175) Net goodwill $ 1,338,471 $ 741,463 $ 608,204 $ 2,688,138 Goodwill acquired during the year — — 168,424 168,424 Measurement period adjustments — 78,426 — 78,426 Foreign currency translation (12,139) (14,792) — (26,931) Balance as of December 31, 2021 Gross goodwill $ 1,380,572 $ 815,032 $ 776,628 $ 2,972,232 Accumulated impairment losses (54,240) (9,935) — (64,175) Net goodwill $ 1,326,332 $ 805,097 $ 776,628 $ 2,908,057 |
Schedule of Definite-Lived Intangible Assets | Other intangible assets consist of the following: December 31, 2022 December 31, 2021 (in thousands) Gross Accumulated Net Carrying Gross Accumulated Net Carrying Definite-lived intangible assets Acquired software and developed technology $ 288,037 $ (212,510) $ 75,527 $ 288,772 $ (192,715) $ 96,057 Customer relationships 1,886,148 (850,873) 1,035,275 1,888,735 (733,008) 1,155,727 Contractual rights 1 263,417 (23,157) 240,260 263,417 (8,847) 254,570 Licensing agreements 143,438 (47,361) 96,077 145,718 (41,378) 104,340 Non-compete agreement 2,150 (681) 1,469 2,150 (251) 1,899 Patent 2,254 (2,254) — 2,401 (2,401) — Trade names and brand names 61,316 (36,324) 24,992 61,704 (31,001) 30,703 Total $ 2,646,760 $ (1,173,160) $ 1,473,600 $ 2,652,897 $ (1,009,601) $ 1,643,296 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) 2023 $ 174,587 2024 $ 169,061 2025 $ 160,176 2026 $ 151,298 2027 $ 142,506 |
Accounts Payable (Tables)
Accounts Payable (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Payables and Accruals [Abstract] | |
Schedule Of Accounts Payable | Accounts payable consists of: December 31, (In thousands) 2022 2021 Merchant payables $ 1,225,027 $ 880,075 Other payables 140,749 141,836 Accounts payable $ 1,365,776 $ 1,021,911 |
Deposits (Tables)
Deposits (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
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) 2022 2021 Interest-bearing money market deposits 1 $ 157,157 $ 370,813 Customer deposits 146,727 129,180 Contractual deposits with maturities within 1 year 1,2 770,718 566,427 HSA deposits 3 2,070,000 960,000 Short-term deposits 3,144,602 2,026,420 Contractual deposits with maturities greater than 1 year and less than 5 years 1,2 334,183 652,214 Total deposits $ 3,478,785 $ 2,678,634 Weighted average cost of HSA deposits outstanding 0.04 % 0.03 % Weighted average cost of funds on contractual deposits outstanding 1.48 % 0.48 % Weighted average cost of interest-bearing money market deposits outstanding 4.45 % 0.20 % 1 As of December 31, 2022 and 2021, all certificates of deposit and money market deposits were in denominations of $250 thousand or less, corresponding to FDIC deposit insurance limits. 2 Includes certificates of deposit and certain money market deposits, which have a fixed maturity and interest rate. 3 HSA deposits are recorded within short-term deposits on the consolidated balance sheets as the funds can be withdrawn by the account holders on demand. |
Schedule of Time Deposit Maturities | The following table presents the scheduled maturities for contractual deposits as of December 31, 2022: (in thousands) 2023 2024 2025 Total Amounts due within the years ended December 31: $ 770,718 110,379 223,804 1,104,901 |
Derivative Instruments (Tables)
Derivative Instruments (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Notional Amounts of Outstanding Derivative Positions | A summary of the Company’s outstanding interest rate swap contracts with a collective notional amount of $1.6 billion as of December 31, 2022 is as follows: Contract Inception Date Contract End Date Fixed Interest Rates 1 Notional Amount at inception ( in thousands ) 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 2022 2021 2020 Interest rate swap contracts – Net unrealized gain (loss) on financial instruments $ 86,351 $ 39,986 $ (27,569) Interest rate swap contracts – Financing interest expense $ (5,233) $ 25,650 $ 15,842 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Components Of Income (Loss) Before Income Taxes | Income (loss) before income taxes consisted of the following: Year ended December 31, (In thousands) 2022 2021 2020 United States $ 254,798 $ 194,358 $ (163,014) Foreign 5,748 9,588 (138,067) Total $ 260,546 $ 203,946 $ (301,081) |
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 2022 Current $ 115,285 $ 23,917 $ 14,033 $ 153,235 Deferred $ (44,589) $ (9,167) $ (6,394) $ (60,150) Income taxes $ 93,085 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) |
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) 2022 2021 2020 Federal statutory rate 21.0 % 21.0 % 21.0 % State income taxes (net of federal income tax benefit) 4.3 2.9 1.6 Foreign income tax rate differential 0.4 1.3 3.3 Revaluation of deferred tax assets for foreign and state tax rate changes, net (0.7) 0.3 (1.9) Loss on sale of subsidiary — — (2.3) Legal settlement — — (5.1) Purchase accounting adjustments 1 — — 4.3 Tax credits (0.4) (6.2) — Tax reserves 3.5 0.5 (0.1) Withholding taxes — — (0.1) Change in valuation allowance 2.7 16.1 (13.5) Nondeductible expenses 3.3 3.2 (1.6) Incremental tax benefit from share-based compensation awards 0.3 (5.7) 0.2 GILTI 0.5 — — Other 0.8 (0.2) 1.0 Effective tax rate 2 35.7 % 33.2 % 6.8 % 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. 2 The Company recorded an income tax benefit for 2020 as compared to an income tax provision for 2021 and 2022. |
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) 2022 2021 Deferred tax assets related to: Reserve for credit losses $ 23,810 $ 14,355 Tax credit carryforwards 13,050 12,480 Stock-based compensation, net 25,871 23,337 Net operating loss carry forwards 40,314 52,820 Capital loss carry forwards 23,896 26,628 Accruals 48,527 42,669 Operating lease liabilities 20,006 23,155 Deferred financing costs 9,336 4,364 Contractual obligations 51,496 16,891 Unrealized losses on debt securities 34,947 — Other 3,318 4,325 Total $ 294,571 $ 221,024 Deferred tax liabilities related to: Property, equipment and capitalized software (17,071) (33,903) Intangibles (238,384) (260,365) Interest rate swaps (20,310) — Operating lease assets (16,185) (19,135) Total $ (291,950) $ (313,403) Valuation allowance (131,413) (94,951) Deferred income taxes, net $ (128,792) $ (187,330) |
Net Deferred Tax Assets By Jurisdiction | Net deferred tax (liabilities) assets by jurisdiction are as follows: December 31, (In thousands) 2022 2021 United States $ (137,757) $ (187,978) Australia 3,239 1,290 Europe 9,286 4,151 Singapore (4,229) (4,978) Other 669 185 Deferred income taxes, net $ (128,792) $ (187,330) |
Summary of Valuation Allowance | (In thousands) Balance at Beginning of Year Charges to Expense Releases Charges to Accumulated Other Comprehensive Loss Foreign Currency Translation Balance at End of Year Year ended December 31, 2021 $ (60,569) $ (33,849) $ 1,149 $ (2,894) $ 1,212 $ (94,951) Year ended December 31, 2022 $ (94,951) $ (16,055) $ 9,075 $ (33,435) $ 3,953 $ (131,413) |
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) 2022 2021 2020 Beginning balance $ 4,963 $ 4,133 $ 10,320 Increases related to prior year tax positions 1,107 830 — Increases related to current year tax positions 7,501 — — Decreases related to prior year tax positions (537) — (826) Settlements (5,534) — (5,361) Ending balance $ 7,500 $ 4,963 $ 4,133 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
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, 2022 December 31, 2021 Assets Operating lease right-of-use assets Other assets $ 66,893 $ 79,484 Liabilities Current operating lease liabilities Accrued expenses and other current liabilities 11,804 15,501 Non-current operating lease liabilities Other liabilities 70,636 81,046 Total lease liabilities $ 82,440 $ 96,547 |
Schedule of Lease Term and Discount Rate | The following table presents the weighted average remaining lease term and discount rate: Operating leases December 31, 2022 December 31, 2021 Weighted average remaining term (in years) 9.4 9.5 Weighted average discount rate 4.4 % 4.4 % The following table presents supplemental cash flow and other information related to our leases: (In thousands) December 31, 2022 December 31, 2021 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 15,745 $ 16,464 Non-cash transactions: Right-of-use assets obtained in exchange for lease liabilities $ 1,938 $ 14,613 |
Schedule of Maturities of Lease Liabilities | Maturities of our operating lease liabilities are as follows: (In thousands) December 31, 2022 2023 $ 15,025 2024 12,638 2025 10,192 2026 8,846 2027 7,597 Thereafter 47,239 Total lease payments $ 101,536 Less: Imputed interest (19,096) Total lease obligations $ 82,440 Less: Current portion of lease obligations (11,804) Long-term lease obligations $ 70,636 |
Financing and Other Debt (Table
Financing and Other Debt (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
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) 2022 2021 Term loans: Tranche A term loan $ 892,820 $ 941,742 Tranche B term loan 1,416,765 1,431,185 Total term loans $ 2,309,585 $ 2,372,927 Borrowings on Revolving Credit Facility — 119,800 Convertible Notes outstanding 310,000 310,000 Securitized debt 110,608 100,861 Participation debt 38,957 1,500 Total gross debt 1 $ 2,769,150 $ 2,905,088 1 See Note 18, Fair Value, for information regarding the fair value of the Company’s debt. The following table summarizes the Company’s total outstanding debt by balance sheet classification: Year ended December 31, (In thousands) 2022 2021 Current portion of gross debt $ 212,907 $ 165,703 Less: Unamortized debt issuance costs/debt discount (10,269) (9,934) Short-term debt, net $ 202,638 $ 155,769 Long-term portion of gross debt $ 2,556,243 $ 2,739,385 Less: Unamortized debt issuance costs/debt discount (34,037) (44,020) Long-term debt, net $ 2,522,206 $ 2,695,365 Supplemental information under Amended and Restated Credit Agreement: Letters of credit 1 $ 31,070 $ 51,392 Remaining borrowing capacity on Revolving Credit Facility 2 $ 898,930 $ 758,808 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, 2022 December 31, 2021 Principal 1 $ 310,000 $ 310,000 Less: Unamortized discounts (10,907) (12,844) Less: Unamortized issuance cost (1,756) (2,068) Net carrying amount of Convertible Notes $ 297,337 $ 295,088 1 Recorded within long-term debt, net on our consolidated balance sheets, offset by the long-term portion of unamortized discounts and issuance cost. The following table sets forth total interest expense recognized for the Convertible Notes: Year Ended December 31, (In thousands) 2022 2021 2020 Interest on 6.5% coupon $ 20,150 $ 20,150 10,019 Amortization of debt discount and debt issuance costs 2,249 2,086 3,414 $ 22,399 $ 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) 2023 $ 212,907 2024 63,342 2025 63,342 2026 760,475 2027 324,420 |
Fair Value (Tables)
Fair Value (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
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 2022 2021 Financial Assets: Money market mutual funds 1 1 $ 35,133 $ 3,670 Investment securities, current: Debt securities: U.S. treasury notes 2 364,053 307,195 Corporate debt securities 2 497,833 351,843 Municipal bonds 2 45,019 31,168 Asset-backed securities 2 190,699 120,211 Mortgage-backed securities 2 297,668 138,260 Total $ 1,395,272 $ 948,677 Investment securities, non-current: Debt securities: Municipal bonds 2 $ 14,283 $ 3,108 Asset-backed securities 2 132 168 Mortgage-backed securities 2 111 123 Fixed-income mutual fund 1 24,472 27,251 Pooled investment fund measured at NAV 2 9,000 9,000 Total $ 47,998 $ 39,650 Executive deferred compensation plan trust 3 1 $ 11,139 $ 11,303 Interest rate swaps 4 2 $ 81,400 $ 15,031 Liabilities: Interest rate swaps 4 2 $ — $ 19,982 Contingent consideration 5 3 $ 206,388 $ 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, 2022, $1.9 million and $9.2 million in fair value is recorded within prepaid expenses and other current assets and other assets, respectively. 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. 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, 2022, $45.3 million and $36.1 million in fair value is recorded within prepaid expenses and other current assets other assets prepaid expenses and other current assets other assets accrued expenses and other current liabilities other liabilities 5 The fair value of this liability is recorded as current or long-term based on the timing of expected payments. At December 31, 2022, $28.7 million and $177.7 million in fair value is recorded within accrued expenses and other current liabilities and other liabilities, respectively. At December 31, 2021, the $67.3 million of fair value is recorded in other liabilities. The fair value of the Company’s financial instruments, which are measured and reported at carrying value, is as follows for the periods indicated: (In thousands) December 31, 2022 December 31, 2021 Carrying value Fair value Carrying value Fair value Tranche A Term Loans 1 $ 892,820 ** $ 941,742 ** Tranche B Term Loans 1 1,416,765 ** 1,431,185 ** Outstanding borrowings on Revolving Credit Facility 1 — — 119,800 ** Convertible Notes 2 310,000 329,964 310,000 327,670 Contractual deposits with maturities in excess of one year 3 334,183 308,051 652,214 ** ** Fair value approximates carrying value due to the instruments’ variable rates approximating market interest rates. 1 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. 2 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. |
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, 2022 $ 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 years ended December 31, 2022 and 2021 are as follows: (In thousands) December 31, 2022 December 31, 2021 Contingent consideration – beginning of the year $ 67,300 $ — Contingent consideration recorded as a result of the acquisition (Note 4) — 27,200 Change in estimated fair value 139,088 40,100 Contingent consideration – end of the year $ 206,388 $ 67,300 |
Redeemable Non-Controlling In_2
Redeemable Non-Controlling Interest (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Noncontrolling Interest [Abstract] | |
Schedule of Redeemable Non-controlling Interest | The following table presents the changes in the Company’s redeemable non-controlling interest: Year Ended December 31, (In thousands) 2022 2021 Balance, beginning of year $ 254,106 $ 117,219 Repurchase of non-controlling interest — (11,191) Contribution from non-controlling interest — 12,457 Net income attributable to redeemable non-controlling interest 268 465 Change in value of redeemable non-controlling interest (37,780) 135,156 Repurchase of non-controlling interest (216,594) — Balance, end of year $ — $ 254,106 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule Of Restricted Stock Units | The following is a summary of RSU activity during the year ended December 31, 2022: (In thousands except per share data) Units Weighted-Average Unvested at January 1, 2022 485 $ 169.19 Granted 285 161.36 Vested, including 87 shares withheld for tax 1 (274) 168.61 Forfeited (70) 166.97 Unvested at December 31, 2022 426 $ 164.69 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 6/15/2022 3/15/2021 6/24/2020 6/24/2020 2 3/16/2020 3 Risk-free interest rate 3.04% 0.29% 0.21% 0.21% 0.20% Stock price 1 $161.08 $226.02 $160.14 $160.14 $173.15 Expected stock price volatility 37.31% 53.65% 47.72% 47.72% 51.32% Weighted-average fair value per share 1 $158.25 $238.92 $264.17 $240.55 $280.93 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. 2022 2021 2020 Weighted average grant date fair value $ 70.82 $ 92.82 $ 35.13 Weighted average expected term (in years) 6 6 6 Weighted average exercise price $ 163.22 $ 226.02 $ 109.66 Expected stock price volatility 42.23 % 41.81 % 32.37 % Risk-free interest rate 2.13 % 1.05 % 0.58 % |
Schedule Of Performance Based Restricted Stock Units | The following is a summary of PBRSU activity during the year ended December 31, 2022: (In thousands except per share data) Shares Weighted-Average Unvested at January 1, 2022 557 $ 230.01 Granted 242 163.09 Forfeited (100) 228.45 Vested, including 28 shares withheld for tax 1 (87) 198.49 Performance adjustment 2, 3 (53) NM Unvested at December 31, 2022 3 559 $ 208.94 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, 2022. 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, 2022: (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, 2022 704 $ 141.42 Granted 201 163.16 Exercised (44) 113.77 Forfeited or expired (78) 172.65 Outstanding at December 31, 2022 783 $ 145.44 6.8 $ 21,882 Exercisable on December 31, 2022 473 $ 132.90 5.6 $ 18,305 Vested and expected to vest at December 31, 2022 302 $ 164.44 8.6 $ 3,582 |
Segment Information (Tables)
Segment Information (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Segment Reporting [Abstract] | |
Reportable Segment Results | The following tables present the Company’s reportable segment revenues: Year Ended December 31, 2022 (In thousands) Fleet Solutions Travel and Corporate Solutions Health and Employee Benefit Solutions Total Payment processing revenue $ 720,242 $ 353,748 $ 81,917 $ 1,155,907 Account servicing revenue 169,159 42,850 357,275 569,284 Finance fee revenue 359,672 647 149 360,468 Other revenue 194,591 5,063 65,198 264,852 Total revenues $ 1,443,664 $ 402,308 $ 504,539 $ 2,350,511 Year Ended December 31, 2021 (In thousands) Fleet Solutions Travel and Health and 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 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 |
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) 2022 2021 2020 Segment adjusted operating income Fleet Solutions $ 693,439 $ 557,083 $ 383,502 Travel and Corporate Solutions 192,665 86,860 62,096 Health and Employee Benefit Solutions 133,682 104,408 96,769 Total segment adjusted operating income $ 1,019,786 $ 748,351 $ 542,367 Reconciliation: Total segment adjusted operating income $ 1,019,786 $ 748,351 $ 542,367 Less: Unallocated corporate expenses 84,484 78,218 62,938 Acquisition-related intangible amortization 170,500 181,694 171,144 Other acquisition and divestiture related items 17,874 40,533 57,787 Legal settlement — — 162,500 Impairment charges 136,486 — 53,378 Loss on sale of subsidiary — — 46,362 Debt restructuring costs 43 6,185 535 Stock-based compensation 100,694 76,550 65,841 Other costs 39,863 23,171 13,555 Operating income (loss) $ 469,842 $ 342,000 $ (91,673) Financing interest expense (130,690) (128,422) (157,080) Net foreign currency loss (22,702) (12,339) (25,783) Other income — 3,617 491 Change in fair value of contingent consideration (139,088) (40,100) — Net unrealized gain (loss) on financial instruments 83,184 39,190 (27,036) Income (loss) before income taxes $ 260,546 $ 203,946 $ (301,081) |
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) 2022 2021 2020 United States $ 2,062,027 $ 1,642,747 $ 1,401,144 Other international 1 288,484 207,795 158,725 Total revenues $ 2,350,511 $ 1,850,542 $ 1,559,869 |
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) 2022 2021 2020 United States $ 193,030 $ 170,626 $ 176,348 Other international 1 9,199 8,905 11,992 Net property, equipment and capitalized software $ 202,229 $ 179,531 $ 188,340 |
Supplementary Regulatory Capi_2
Supplementary Regulatory Capital Disclosure (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
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, 2022 Total Capital to risk-weighted assets $ 595,576 15.16 % $ 314,379 8.00 % $ 392,974 10.00 % Tier 1 Capital to average assets $ 546,218 10.22 % $ 213,681 4.00 % $ 267,101 5.00 % Common equity to risk-weighted assets $ 546,218 13.90 % $ 176,838 4.50 % $ 255,433 6.50 % Tier 1 Capital to risk-weighted assets $ 546,218 13.90 % $ 235,785 6.00 % $ 314,379 8.00 % 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 % |
Repurchases of Common Stock (Ta
Repurchases of Common Stock (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Schedule of Stock Repurchases | The number of shares repurchased by the Company during 2022 pursuant to repurchase programs have been recorded as treasury stock in our consolidated financial statements and are included in the following table. There were no shares repurchased pursuant to repurchase programs during the years ended December 31, 2021 and 2020. Shares repurchased are recorded on a trade date basis. (In thousands, except for per share amounts) Shares Total Cost Average Cost Per Share Treasury stock purchased during the year ended December 31, 2022 1,901 $ 290,837 $ 152.99 |
Basis of Presentation and Sum_4
Basis of Presentation and Summary of Significant Accounting Policies - Business Description (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 USD ($) segment | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Number of reportable segments | segment | 3 | ||
Change in restricted cash payable | $ | $ 305,409 | $ 192,977 | $ 120,215 |
Basis of Presentation and Sum_5
Basis of Presentation and Summary of Significant Accounting Policies - Accounts Receivable, Net of Allowances (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable payments terms (30 days or less) | 30 days | |
Period for discontinuing of late fees | 90 days | |
Period discontinuing of interest income accruals | 120 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 | $ 157.8 | $ 93.7 |
Basis of Presentation and Sum_6
Basis of Presentation and Summary of Significant Accounting Policies - Investment (Details) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 |
Accounting Policies [Abstract] | ||
Accrued investment interest | $ 9.3 | $ 4.2 |
Investments without readily determinable fair value | $ 2.5 |
Basis of Presentation and Sum_7
Basis of Presentation and Summary of Significant Accounting Policies - Estimated Useful Lives (Details) | 12 Months Ended |
Dec. 31, 2022 | |
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 | |
Property, Plant and Equipment [Line Items] | |
Property and equipment useful lives | 3 years |
Basis of Presentation and Sum_8
Basis of Presentation and Summary of Significant Accounting Policies - Summary of Capitalized Software (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Accounting Policies [Abstract] | |||
Gross amounts capitalized for internal-use computer software (including construction-in-process) | $ 107,705 | $ 77,808 | $ 58,881 |
Amounts expensed for amortization of internal-use computer software | $ 77,997 | $ 74,189 | $ 72,363 |
Basis of Presentation and Sum_9
Basis of Presentation and Summary of Significant Accounting Policies - Costs capitalized with Respect to Cloud Computing Arrangements (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Capitalized Contract Cost [Line Items] | ||
Gross cloud computing costs (inclusive of in-process amounts) | $ 21,730 | $ 10,269 |
Accumulated amortization | 7,202 | 2,529 |
Net cloud computing costs | 14,528 | 7,740 |
Prepaid expenses and other current assets | ||
Capitalized Contract Cost [Line Items] | ||
Net cloud computing costs | 9,342 | 3,369 |
Other Assets | ||
Capitalized Contract Cost [Line Items] | ||
Net cloud computing costs | $ 5,186 | $ 4,371 |
Basis of Presentation and Su_10
Basis of Presentation and Summary of Significant Accounting Policies - Advertising Costs (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Advertising expense | $ 23.4 | $ 20.6 | $ 17.4 |
Basis of Presentation and Su_11
Basis of Presentation and Summary of Significant Accounting Policies - Weighted Average Common Shares Outstanding Used to Calculate Earnings Per Share (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Net income (loss) attributable to shareholders | $ 201,438 | $ 137 | $ (243,638) |
Weighted average common shares outstanding – Basic (in shares) | 44,398,000 | 44,718,000 | 43,842,000 |
Dilutive impact of share based compensation awards (in shares) | 326,000 | 594,000 | 0 |
Weighted average common shares outstanding – Diluted (in shares) | 44,724,000 | 45,312,000 | 43,842,000 |
Antidilutive securities excluded from computation of earnings (in shares) | 500,000 | ||
Share-Based Payment Arrangement | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings (in shares) | 600,000 | 0 | 0 |
Convertible Debt Securities | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings (in shares) | 1,600,000 | 1,600,000 | 1,600,000 |
Basis of Presentation and Su_12
Basis of Presentation and Summary of Significant Accounting Policies - Components of AOCL (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Accounting Policies [Abstract] | ||
Unrealized losses on available-for sale debt securities | $ (141,531) | $ (6,123) |
Foreign currency translation adjustments | (164,807) | (116,394) |
Accumulated other comprehensive loss | $ (306,338) | $ (122,517) |
Revenue - Summary of Disaggrega
Revenue - Summary of Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Disaggregation of Revenue [Line Items] | |||
Topic 606 revenues | $ 1,689,665 | $ 1,345,809 | $ 1,128,949 |
Non-Topic 606 revenues | 660,846 | 504,733 | 430,920 |
Total revenues | 2,350,511 | 1,850,542 | 1,559,869 |
Fleet Solutions | |||
Disaggregation of Revenue [Line Items] | |||
Topic 606 revenues | 822,598 | 612,527 | 500,975 |
Non-Topic 606 revenues | 621,066 | 498,888 | 417,335 |
Total revenues | 1,443,664 | 1,111,415 | 918,310 |
Travel and Corporate Solutions | |||
Disaggregation of Revenue [Line Items] | |||
Topic 606 revenues | 396,897 | 321,877 | 273,630 |
Non-Topic 606 revenues | 5,411 | 3,041 | 4,210 |
Total revenues | 402,308 | 324,918 | 277,840 |
Health and Employee Benefit Solutions | |||
Disaggregation of Revenue [Line Items] | |||
Topic 606 revenues | 470,170 | 411,405 | 354,344 |
Non-Topic 606 revenues | 34,369 | 2,804 | 9,375 |
Total revenues | 504,539 | 414,209 | 363,719 |
Payment processing revenue | |||
Disaggregation of Revenue [Line Items] | |||
Topic 606 revenues | 1,155,907 | 858,990 | 698,891 |
Total revenues | 1,155,907 | 858,990 | 698,891 |
Payment processing revenue | Fleet Solutions | |||
Disaggregation of Revenue [Line Items] | |||
Topic 606 revenues | 720,242 | 513,365 | 404,843 |
Total revenues | 720,242 | 513,365 | 404,843 |
Payment processing revenue | Travel and Corporate Solutions | |||
Disaggregation of Revenue [Line Items] | |||
Topic 606 revenues | 353,748 | 274,092 | 229,144 |
Total revenues | 353,748 | 274,092 | 229,144 |
Payment processing revenue | Health and Employee Benefit Solutions | |||
Disaggregation of Revenue [Line Items] | |||
Topic 606 revenues | 81,917 | 71,533 | 64,904 |
Total revenues | 81,917 | 71,533 | 64,904 |
Account servicing revenue | |||
Disaggregation of Revenue [Line Items] | |||
Topic 606 revenues | 418,431 | 376,139 | 313,145 |
Total revenues | 569,284 | 526,858 | 449,456 |
Account servicing revenue | Fleet Solutions | |||
Disaggregation of Revenue [Line Items] | |||
Topic 606 revenues | 18,306 | 17,631 | 17,512 |
Total revenues | 169,159 | 168,350 | 153,823 |
Account servicing revenue | Travel and Corporate Solutions | |||
Disaggregation of Revenue [Line Items] | |||
Topic 606 revenues | 42,850 | 44,157 | 41,927 |
Total revenues | 42,850 | 44,157 | 41,927 |
Account servicing revenue | Health and Employee Benefit Solutions | |||
Disaggregation of Revenue [Line Items] | |||
Topic 606 revenues | 357,275 | 314,351 | 253,706 |
Total revenues | 357,275 | 314,351 | 253,706 |
Other revenue | |||
Disaggregation of Revenue [Line Items] | |||
Topic 606 revenues | 115,327 | 110,680 | 116,913 |
Total revenues | 264,852 | 209,371 | 212,999 |
Other revenue | Fleet Solutions | |||
Disaggregation of Revenue [Line Items] | |||
Topic 606 revenues | 84,050 | 81,531 | 78,620 |
Total revenues | 194,591 | 175,394 | 162,337 |
Other revenue | Travel and Corporate Solutions | |||
Disaggregation of Revenue [Line Items] | |||
Topic 606 revenues | 299 | 3,628 | 2,559 |
Total revenues | 5,063 | 5,796 | 5,690 |
Other revenue | Health and Employee Benefit Solutions | |||
Disaggregation of Revenue [Line Items] | |||
Topic 606 revenues | 30,978 | 25,521 | 35,734 |
Total revenues | $ 65,198 | $ 28,181 | $ 44,972 |
Revenue - Narrative (Details)
Revenue - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Revenue from Contract with Customer [Abstract] | |||
Variable consideration | $ 1,500 | $ 908.7 | $ 537.7 |
Revenue recognized related to contract liabilities | $ 28.5 | $ 3.5 |
Revenue - Contract Assets and L
Revenue - Contract Assets and Liabilities From Contracts with Customers (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Disaggregation of Revenue [Line Items] | ||
Contract liabilities | $ 3,144,602 | $ 2,026,420 |
Contract liabilities | 334,183 | 652,214 |
Accounts receivable, net | ||
Disaggregation of Revenue [Line Items] | ||
Contract assets | 53,593 | 49,303 |
Prepaid expenses and other current assets | ||
Disaggregation of Revenue [Line Items] | ||
Contract assets | 13,554 | 8,975 |
Other assets | ||
Disaggregation of Revenue [Line Items] | ||
Noncurrent other assets | 37,912 | 40,718 |
Accrued expenses and other current liabilities | ||
Disaggregation of Revenue [Line Items] | ||
Contract liabilities | 8,093 | 9,123 |
Other liabilities | ||
Disaggregation of Revenue [Line Items] | ||
Contract liabilities | $ 87,045 | $ 58,900 |
Revenue - Remaining Performance
Revenue - Remaining Performance Obligation (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Performance obligations expected to be satisfied | $ 235,970 |
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 | $ 64,034 |
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 | $ 43,471 |
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 | $ 37,392 |
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 | $ 37,779 |
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 | $ 44,539 |
Performance obligations expected to be satisfied, expected timing | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2028-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Performance obligations expected to be satisfied | $ 8,755 |
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 | $ 113,443 |
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 | 56,378 |
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 | 31,149 |
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 | 14,105 |
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 | 5,107 |
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 | 3,878 |
Minimum monthly fees | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2028-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Performance obligations expected to be satisfied | 2,826 |
Professional services | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Performance obligations expected to be satisfied | 3,347 |
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 | 3,347 |
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 | 0 |
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 | 0 |
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 |
Professional services | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2028-01-01 | |
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 | 119,180 |
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 | 4,309 |
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 | 12,322 |
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 | 23,287 |
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 | 32,672 |
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 | 40,661 |
Other | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2028-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Performance obligations expected to be satisfied | $ 5,929 |
Acquisitions - Narrative (Detai
Acquisitions - Narrative (Details) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||||||||
Mar. 07, 2022 USD ($) installment | Jun. 01, 2021 USD ($) | Apr. 13, 2021 USD ($) | Apr. 01, 2021 USD ($) cashPayment | Dec. 15, 2020 USD ($) | Mar. 31, 2026 USD ($) | Mar. 31, 2025 USD ($) | Mar. 31, 2024 USD ($) | Sep. 30, 2022 USD ($) | Dec. 31, 2020 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | Jul. 01, 2021 USD ($) | |
Business Acquisition [Line Items] | ||||||||||||||
Preliminary payment to acquire productive assets | $ 45,100,000 | |||||||||||||
Number of installments | installment | 3 | |||||||||||||
Final payment | $ 4,000,000 | |||||||||||||
Discount rate of deferred liability | 3.40% | |||||||||||||
Deferred liability | $ 216,600,000 | |||||||||||||
HSA assets amount serving as custodian or sub-custodian | $ 3,000,000,000 | |||||||||||||
Payments to acquire productive assets | $ 40,801,000 | |||||||||||||
Repurchase of non-controlling interest | 11,200,000 | $ 216,594,000 | $ 11,191,000 | |||||||||||
Contingent consideration as part of asset acquisition | $ 27,200,000 | 0 | 27,200,000 | $ 0 | ||||||||||
Adjustments to additional paid in capital | 6,123,000 | |||||||||||||
Acquisition of non-controlling interest | 97,530,000 | |||||||||||||
Acquisition costs | $ 162,500,000 | 162,500,000 | ||||||||||||
Expenses related to business combinations | 0 | 2,400,000 | 97,900,000 | |||||||||||
Expenses related to business combinations in process | 0 | 0 | 0 | |||||||||||
U.S. Health | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Ownership percentage by noncontrolling interest | 4.53% | |||||||||||||
WEX Europe Services | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Ownership percentage | 100% | |||||||||||||
Health Savings Account Assets of Bell Bank’s Healthcare Bank Division | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Payments to acquire productive assets | $ 200,000,000 | |||||||||||||
Number of additional cash payments required | cashPayment | 2 | |||||||||||||
Deferred payments | $ 25,000,000 | 28,700,000 | ||||||||||||
Decrease in payment of acquire business | $ 12,500,000 | |||||||||||||
Asset acquisition, contingent consideration arrangements, range of outcomes, value, high | $ 225,000,000 | |||||||||||||
Customer relationship intangible asset | $ 263,400,000 | |||||||||||||
Weighted average life | 5 years 7 months 6 days | |||||||||||||
Deferred liability | $ 47,400,000 | |||||||||||||
March 2024 to March 2025 at 12-month Secured Overnight Financing Rate | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Margin on variable rate, percent | 1.25% | |||||||||||||
March 2025 to March 2026 at 12-month Secured Overnight Financing Rate | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Margin on variable rate, percent | 2.25% | |||||||||||||
PO Holding | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Percentage of voting interests acquired | 4.53% | |||||||||||||
Purchase price | $ 234,000,000 | |||||||||||||
Deferred liability | $ 216,600,000 | |||||||||||||
Repurchase of non-controlling interest | $ 254,400,000 | |||||||||||||
PO Holding | Forecast | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Payable purchase price | $ 76,700,000 | $ 76,700,000 | $ 76,700,000 | |||||||||||
Final payment | $ 4,000,000 | |||||||||||||
WEX Europe Services | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Percentage of voting interests acquired | 25% | |||||||||||||
Purchase price | $ 97,000,000 | |||||||||||||
Adjustments to additional paid in capital | 81,600,000 | |||||||||||||
Acquisition of non-controlling interest | $ 13,100,000 | |||||||||||||
Reduction of interest (in percent) | 25% | |||||||||||||
Accumulated other comprehensive income | $ 2,300,000 | |||||||||||||
Acquisition costs | $ 500,000 | |||||||||||||
Expenses related to business combinations | 538,000 | |||||||||||||
Benefitexpress | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Purchase price | $ 275,000,000 | |||||||||||||
Total revenues | 24,200,000 | |||||||||||||
Net loss before taxes | $ 2,100,000 | |||||||||||||
Original Purchase Agreement | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Purchase price | $ 577,500,000 | |||||||||||||
Cash to be paid | $ 615,500,000 | |||||||||||||
Business acquisition, preliminary fair value | 415,000,000 | $ 415,000,000 | ||||||||||||
Legal settlement | $ 162,500,000 |
Acquisitions - Schedule of Asse
Acquisitions - Schedule of Asset Acquisition Cost Allocation (Details) $ in Thousands | 1 Months Ended |
Sep. 30, 2022 USD ($) | |
Business Acquisition [Line Items] | |
Net cash consideration transferred to seller | $ 40,801 |
Add: net transaction costs | 819 |
Total consideration | 41,620 |
Accounts receivable, net of allowance | 38,282 |
Net identifiable assets acquired | $ 41,620 |
Phase-out term | 3 years |
Customer relationships | |
Business Acquisition [Line Items] | |
Customer relationship intangible asset | $ 3,338 |
Acquisitions - Schedules of Pro
Acquisitions - Schedules of Pro Forma Information (Details) - Original Purchase Agreement $ / shares in Units, $ in Thousands | 12 Months Ended |
Dec. 31, 2020 USD ($) $ / shares | |
Business Acquisition [Line Items] | |
Total revenues | $ | $ 1,610,216 |
Net loss attributable to shareholders | $ | $ (49,480) |
Net loss attributable to shareholders per share: | |
Basic (in dollars per share) | $ / shares | $ (1.13) |
Diluted (in dollars per share) | $ / shares | $ (1.13) |
Sale of Subsidiary - Narrative
Sale of Subsidiary - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Loss on sale of subsidiary | $ 0 | $ 0 | $ 46,362 |
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 | 7,400 | ||
Loss on sale of subsidiary | $ 46,400 |
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, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Accounts Receivable And Other Assets, Allowance for Credit Loss | |||
Balance, beginning of year | $ 109,869 | $ 66,306 | $ 59,147 |
Provision for credit losses | 179,897 | 45,114 | |
Other | 37,658 | 17,636 | |
Charge-offs | 185,410 | 61,784 | |
Recoveries of amounts previously charged-off | 12,808 | 7,482 | |
Currency translation | (1,390) | (1,289) | |
Balance, end of year | 109,869 | 66,306 | |
Fleet Solutions | |||
Accounts Receivable And Other Assets, Allowance for Credit Loss | |||
Balance, beginning of year | 94,603 | 55,758 | 49,267 |
Provision for credit losses | 172,694 | 37,808 | |
Other | 37,601 | 17,631 | |
Charge-offs | 183,514 | 54,686 | |
Recoveries of amounts previously charged-off | 12,790 | 6,727 | |
Currency translation | (726) | (989) | |
Balance, end of year | 94,603 | 55,758 | |
Travel and Corporate Solutions Segment | |||
Accounts Receivable And Other Assets, Allowance for Credit Loss | |||
Balance, beginning of year | 14,439 | 9,931 | 9,610 |
Provision for credit losses | 6,452 | 6,967 | |
Other | 169 | 5 | |
Charge-offs | 1,449 | 6,900 | |
Recoveries of amounts previously charged-off | 0 | 549 | |
Currency translation | (664) | (300) | |
Balance, end of year | 14,439 | 9,931 | |
Health and Employee Benefit Solutions | |||
Accounts Receivable And Other Assets, Allowance for Credit Loss | |||
Balance, beginning of year | 827 | 617 | $ 270 |
Provision for credit losses | 751 | 339 | |
Other | (112) | 0 | |
Charge-offs | 447 | 198 | |
Recoveries of amounts previously charged-off | 18 | 206 | |
Currency translation | 0 | 0 | |
Balance, end of year | $ 827 | $ 617 |
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, 2022 | Dec. 31, 2021 | |
Less than 30 days past due | ||
Concentration Risk [Line Items] | ||
Percentage of outstanding receivables | 98% | 98% |
Less than 60 days past due | ||
Concentration Risk [Line Items] | ||
Percentage of outstanding receivables | 99% | 99% |
Investment Securities - Amortiz
Investment Securities - Amortized Cost and Estimated Fair Value of Investment Securities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Debt Securities, Available-for-sale [Line Items] | ||
Amortized cost, current | $ 1,536,130 | $ 954,797 |
Accumulated gross unrealized gain, current | 244 | 359 |
Accumulated gross unrealized loss, current | 141,102 | 6,479 |
Debt securities, current | 1,395,272 | 948,677 |
Amortized cost, noncurrent | 52,581 | 40,394 |
Accumulated gross unrealized gain, noncurrent | 75 | 4 |
Accumulated gross unrealized loss, noncurrent | 4,658 | 748 |
Debt securities, noncurrent | 47,998 | 39,650 |
Amortized Cost | 1,588,711 | 995,191 |
Total Unrealized Gains | 319 | 363 |
Total Unrealized Losses | 145,760 | 7,227 |
Fair Value | 1,443,270 | 988,327 |
Executive deferred compensation plan trust | 11,100 | 11,300 |
U.S. treasury notes | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized cost, current | 405,743 | 308,058 |
Accumulated gross unrealized gain, current | 0 | 250 |
Accumulated gross unrealized loss, current | 41,690 | 1,113 |
Debt securities, current | 364,053 | 307,195 |
Corporate debt securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized cost, current | 547,155 | 355,102 |
Accumulated gross unrealized gain, current | 208 | 30 |
Accumulated gross unrealized loss, current | 49,530 | 3,289 |
Debt securities, current | 497,833 | 351,843 |
Municipal bonds | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized cost, current | 53,034 | 31,273 |
Accumulated gross unrealized gain, current | 0 | 44 |
Accumulated gross unrealized loss, current | 8,015 | 149 |
Debt securities, current | 45,019 | 31,168 |
Amortized cost, noncurrent | 14,951 | 3,107 |
Accumulated gross unrealized gain, noncurrent | 75 | 1 |
Accumulated gross unrealized loss, noncurrent | 743 | 0 |
Debt securities, noncurrent | 14,283 | 3,108 |
Asset-backed securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized cost, current | 199,794 | 120,774 |
Accumulated gross unrealized gain, current | 35 | 24 |
Accumulated gross unrealized loss, current | 9,130 | 587 |
Debt securities, current | 190,699 | 120,211 |
Amortized cost, noncurrent | 132 | 167 |
Accumulated gross unrealized gain, noncurrent | 0 | 1 |
Accumulated gross unrealized loss, noncurrent | 0 | 0 |
Debt securities, noncurrent | 132 | 168 |
Mortgage-backed securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized cost, current | 330,404 | 139,590 |
Accumulated gross unrealized gain, current | 1 | 11 |
Accumulated gross unrealized loss, current | 32,737 | 1,341 |
Debt securities, current | 297,668 | 138,260 |
Amortized cost, noncurrent | 111 | 121 |
Accumulated gross unrealized gain, noncurrent | 0 | 2 |
Accumulated gross unrealized loss, noncurrent | 0 | 0 |
Debt securities, noncurrent | 111 | 123 |
Mutual fund | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized cost, noncurrent | 28,387 | 27,999 |
Accumulated gross unrealized gain, noncurrent | 0 | 0 |
Accumulated gross unrealized loss, noncurrent | 3,915 | 748 |
Equity securities, noncurrent | 24,472 | 27,251 |
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 |
Pooled investment fund | Net Asset Value | ||
Debt Securities, Available-for-sale [Line Items] | ||
Debt securities, noncurrent | 9,000 | |
Equity securities, noncurrent | $ 9,000 | $ 9,000 |
Investment Securities - Unreali
Investment Securities - Unrealized Losses On Debt Securities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Debt Securities, Available-for-sale [Line Items] | ||
Debt securities, available-for-sale, continuous unrealized loss position, less than 12 months | $ 664,389 | $ 864,385 |
Debt Securities, available-for-sale, continuous unrealized loss position, less than 12 months, accumulated loss | 52,152 | 6,479 |
Debt securities, available-for-sale, continuous unrealized loss position, 12 months or longer | 716,134 | 0 |
Debt Securities, available-for-sale, continuous unrealized loss position, 12 months or longer, accumulated loss | 89,693 | 0 |
Debt securities, available-for-sale, unrealized loss position | 1,380,523 | 864,385 |
Debt securities, available-for-sale, unrealized loss position, accumulated loss | 141,845 | 6,479 |
U.S. treasury notes | ||
Debt Securities, Available-for-sale [Line Items] | ||
Debt securities, available-for-sale, continuous unrealized loss position, less than 12 months | 123,655 | 268,839 |
Debt Securities, available-for-sale, continuous unrealized loss position, less than 12 months, accumulated loss | 12,491 | 1,113 |
Debt securities, available-for-sale, continuous unrealized loss position, 12 months or longer | 240,398 | 0 |
Debt Securities, available-for-sale, continuous unrealized loss position, 12 months or longer, accumulated loss | 29,199 | 0 |
Debt securities, available-for-sale, unrealized loss position | 364,053 | 268,839 |
Debt securities, available-for-sale, unrealized loss position, accumulated loss | 41,690 | 1,113 |
Corporate debt securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Debt securities, available-for-sale, continuous unrealized loss position, less than 12 months | 196,877 | 336,777 |
Debt Securities, available-for-sale, continuous unrealized loss position, less than 12 months, accumulated loss | 15,093 | 3,289 |
Debt securities, available-for-sale, continuous unrealized loss position, 12 months or longer | 289,915 | 0 |
Debt Securities, available-for-sale, continuous unrealized loss position, 12 months or longer, accumulated loss | 34,437 | 0 |
Debt securities, available-for-sale, unrealized loss position | 486,792 | 336,777 |
Debt securities, available-for-sale, unrealized loss position, accumulated loss | 49,530 | 3,289 |
Municipal bonds | ||
Debt Securities, Available-for-sale [Line Items] | ||
Debt securities, available-for-sale, continuous unrealized loss position, less than 12 months | 28,119 | 24,049 |
Debt Securities, available-for-sale, continuous unrealized loss position, less than 12 months, accumulated loss | 3,788 | 149 |
Debt securities, available-for-sale, continuous unrealized loss position, 12 months or longer | 19,098 | 0 |
Debt Securities, available-for-sale, continuous unrealized loss position, 12 months or longer, accumulated loss | 4,970 | 0 |
Debt securities, available-for-sale, unrealized loss position | 47,217 | 24,049 |
Debt securities, available-for-sale, unrealized loss position, accumulated loss | 8,758 | 149 |
Asset-backed securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Debt securities, available-for-sale, continuous unrealized loss position, less than 12 months | 117,686 | 101,983 |
Debt Securities, available-for-sale, continuous unrealized loss position, less than 12 months, accumulated loss | 4,343 | 587 |
Debt securities, available-for-sale, continuous unrealized loss position, 12 months or longer | 70,187 | 0 |
Debt Securities, available-for-sale, continuous unrealized loss position, 12 months or longer, accumulated loss | 4,787 | 0 |
Debt securities, available-for-sale, unrealized loss position | 187,873 | 101,983 |
Debt securities, available-for-sale, unrealized loss position, accumulated loss | 9,130 | 587 |
Mortgage-backed securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Debt securities, available-for-sale, continuous unrealized loss position, less than 12 months | 198,052 | 132,737 |
Debt Securities, available-for-sale, continuous unrealized loss position, less than 12 months, accumulated loss | 16,437 | 1,341 |
Debt securities, available-for-sale, continuous unrealized loss position, 12 months or longer | 96,536 | 0 |
Debt Securities, available-for-sale, continuous unrealized loss position, 12 months or longer, accumulated loss | 16,300 | 0 |
Debt securities, available-for-sale, unrealized loss position | 294,588 | 132,737 |
Debt securities, available-for-sale, unrealized loss position, accumulated loss | $ 32,737 | $ 1,341 |
Investment Securities - Narrati
Investment Securities - Narrative (Details) | 12 Months Ended | ||
Dec. 31, 2022 USD ($) security | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
Investments, Debt and Equity Securities [Abstract] | |||
Debt securities, unrealized loss position, number of positions | security | 355 | ||
Unrealized losses related to equity securities | $ | $ 3,200,000 | $ 0 | $ 0 |
Investment Securities - Maturit
Investment Securities - Maturity Dates Of Available-For-Sale Securities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Net Carrying Amount | ||
Due within one year | $ 17,019 | $ 0 |
Due after 1 year through year 5 | 473,030 | 369,485 |
Due after 5 years through year 10 | 583,449 | 369,131 |
Due after 10 years | 477,826 | 219,576 |
Net Carrying Amount | 1,551,324 | 958,192 |
Fair Value | ||
Due within one year | 16,459 | 0 |
Due after 1 year through year 5 | 435,983 | 366,605 |
Due after 5 years through year 10 | 519,033 | 367,536 |
Due after 10 years | 438,323 | 217,935 |
Fair Value | $ 1,409,798 | $ 952,076 |
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, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | |||
Property, equipment and capitalized software, gross | $ 732,171 | $ 637,624 | |
Less: accumulated depreciation | (529,942) | (458,093) | |
Total property, equipment and capitalized software, net | 202,229 | 179,531 | $ 188,340 |
Furniture, fixtures and equipment | |||
Property, Plant and Equipment [Line Items] | |||
Property, equipment and capitalized software, gross | 83,207 | 84,361 | |
Computer software, including internal-use software | |||
Property, Plant and Equipment [Line Items] | |||
Property, equipment and capitalized software, gross | 606,170 | 509,039 | |
Leasehold improvements | |||
Property, Plant and Equipment [Line Items] | |||
Property, equipment and capitalized software, gross | 24,072 | 25,208 | |
Construction in progress | |||
Property, Plant and Equipment [Line Items] | |||
Property, equipment and capitalized software, gross | $ 18,722 | $ 19,016 |
Property, Equipment and Capit_4
Property, Equipment and Capitalized Software, Net - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |||
Depreciation expense | $ 93.4 | $ 90.9 | $ 90.8 |
Goodwill and Other Intangible_3
Goodwill and Other Intangible Assets - Schedule of Changes In Goodwill (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Goodwill [Roll Forward] | |||||
Gross goodwill, beginning of period | $ 2,972,232,000 | $ 2,752,313,000 | |||
Goodwill acquired during the year | 168,424,000 | ||||
Impairment charges | $ 0 | $ 0 | (136,486,000) | ||
Measurement period adjustments | 78,426,000 | ||||
Foreign currency translation | (42,682,000) | (26,931,000) | |||
Gross goodwill, end of period | 2,929,550,000 | 2,972,232,000 | 2,929,550,000 | 2,972,232,000 | $ 2,752,313,000 |
Accumulated Impairment [Roll Forward] | |||||
Accumulated impairment, beginning of period | (64,175,000) | (64,175,000) | |||
Accumulated impairment, end of period | (200,661,000) | (64,175,000) | (200,661,000) | (64,175,000) | (64,175,000) |
Net goodwill, beginning of period | 2,908,057,000 | 2,688,138,000 | |||
Net goodwill, end of period | 2,728,889,000 | 2,908,057,000 | 2,728,889,000 | 2,908,057,000 | 2,688,138,000 |
Fleet Solutions Segment | |||||
Goodwill [Roll Forward] | |||||
Gross goodwill, beginning of period | 1,380,572,000 | 1,392,711,000 | |||
Goodwill acquired during the year | 0 | ||||
Impairment charges | (136,486,000) | (53,400,000) | |||
Measurement period adjustments | 0 | ||||
Foreign currency translation | (16,737,000) | (12,139,000) | |||
Gross goodwill, end of period | 1,363,835,000 | 1,380,572,000 | 1,363,835,000 | 1,380,572,000 | 1,392,711,000 |
Accumulated Impairment [Roll Forward] | |||||
Accumulated impairment, beginning of period | (54,240,000) | (54,240,000) | |||
Accumulated impairment, end of period | (190,726,000) | (54,240,000) | (190,726,000) | (54,240,000) | (54,240,000) |
Net goodwill, beginning of period | 1,326,332,000 | 1,338,471,000 | |||
Net goodwill, end of period | 1,173,109,000 | 1,326,332,000 | 1,173,109,000 | 1,326,332,000 | 1,338,471,000 |
Travel and Corporate Solutions Segment | |||||
Goodwill [Roll Forward] | |||||
Gross goodwill, beginning of period | 815,032,000 | 751,398,000 | |||
Goodwill acquired during the year | 0 | ||||
Impairment charges | 0 | ||||
Measurement period adjustments | 78,426,000 | ||||
Foreign currency translation | (25,945,000) | (14,792,000) | |||
Gross goodwill, end of period | 789,087,000 | 815,032,000 | 789,087,000 | 815,032,000 | 751,398,000 |
Accumulated Impairment [Roll Forward] | |||||
Accumulated impairment, beginning of period | (9,935,000) | (9,935,000) | |||
Accumulated impairment, end of period | (9,935,000) | (9,935,000) | (9,935,000) | (9,935,000) | (9,935,000) |
Net goodwill, beginning of period | 805,097,000 | 741,463,000 | |||
Net goodwill, end of period | 779,152,000 | 805,097,000 | 779,152,000 | 805,097,000 | 741,463,000 |
Health and Employee Benefit Solutions Segment | |||||
Goodwill [Roll Forward] | |||||
Gross goodwill, beginning of period | 776,628,000 | 608,204,000 | |||
Goodwill acquired during the year | 168,424,000 | ||||
Impairment charges | 0 | ||||
Measurement period adjustments | 0 | ||||
Foreign currency translation | 0 | 0 | |||
Gross goodwill, end of period | 776,628,000 | 776,628,000 | 776,628,000 | 776,628,000 | 608,204,000 |
Accumulated Impairment [Roll Forward] | |||||
Accumulated impairment, beginning of period | 0 | 0 | |||
Accumulated impairment, end of period | 0 | 0 | 0 | 0 | 0 |
Net goodwill, beginning of period | 776,628,000 | 608,204,000 | |||
Net goodwill, end of period | $ 776,628,000 | $ 776,628,000 | $ 776,628,000 | $ 776,628,000 | $ 608,204,000 |
Goodwill and Other Intangible_4
Goodwill and Other Intangible Assets - Narrative (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||||
Dec. 31, 2022 | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Goodwill [Line Items] | ||||||
Impairment charges | $ 136,486,000 | $ 0 | $ 53,378,000 | |||
Goodwill, Total | $ 2,728,889,000 | $ 2,908,057,000 | 2,728,889,000 | 2,908,057,000 | 2,688,138,000 | |
Impairment charges | 0 | 0 | 136,486,000 | |||
Acquisition-related intangible amortization | 170,500,000 | 181,700,000 | 171,100,000 | |||
Fleet Solutions | ||||||
Goodwill [Line Items] | ||||||
Impairment charges | $ 136,500,000 | |||||
Goodwill, Total | 1,173,109,000 | $ 1,326,332,000 | 1,173,109,000 | $ 1,326,332,000 | 1,338,471,000 | |
Impairment charges | 136,486,000 | $ 53,400,000 | ||||
Fleet Solutions | Go Fuel Card | ||||||
Goodwill [Line Items] | ||||||
Goodwill, Total | $ 95,400,000 | $ 95,400,000 |
Goodwill and Other Intangible_5
Goodwill and Other Intangible Assets - Schedule of Other Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Finite-Lived Intangible Assets [Line Items] | |||
Gross Carrying Amount | $ 2,646,760 | $ 2,652,897 | |
Accumulated Amortization | (1,173,160) | (1,009,601) | |
Net Carrying Amount | 1,473,600 | 1,643,296 | |
Amortization expense | 170,500 | 181,700 | $ 171,100 |
Acquired software and developed technology | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross Carrying Amount | 288,037 | 288,772 | |
Accumulated Amortization | (212,510) | (192,715) | |
Net Carrying Amount | 75,527 | 96,057 | |
Customer relationships | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross Carrying Amount | 1,886,148 | 1,888,735 | |
Accumulated Amortization | (850,873) | (733,008) | |
Net Carrying Amount | 1,035,275 | 1,155,727 | |
Contractual rights | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross Carrying Amount | 263,417 | 263,417 | |
Accumulated Amortization | (23,157) | (8,847) | |
Net Carrying Amount | 240,260 | 254,570 | |
Licensing agreements | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross Carrying Amount | 143,438 | 145,718 | |
Accumulated Amortization | (47,361) | (41,378) | |
Net Carrying Amount | 96,077 | 104,340 | |
Noncompete Agreements | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross Carrying Amount | 2,150 | 2,150 | |
Accumulated Amortization | (681) | (251) | |
Net Carrying Amount | 1,469 | 1,899 | |
Patent | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross Carrying Amount | 2,254 | 2,401 | |
Accumulated Amortization | (2,254) | (2,401) | |
Net Carrying Amount | 0 | 0 | |
Trade names and brand names | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross Carrying Amount | 61,316 | 61,704 | |
Accumulated Amortization | (36,324) | (31,001) | |
Net Carrying Amount | $ 24,992 | $ 30,703 |
Goodwill and Other Intangible_6
Goodwill and Other Intangible Assets - Estimated Amortization Expense (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2023 | $ 174,587 |
2024 | 169,061 |
2025 | 160,176 |
2026 | 151,298 |
2027 | $ 142,506 |
Accounts Payable (Details)
Accounts Payable (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Payables and Accruals [Abstract] | ||
Merchant payables | $ 1,225,027 | $ 880,075 |
Other payables | 140,749 | 141,836 |
Accounts payable | $ 1,365,776 | $ 1,021,911 |
Deposits - Schedule of Deposits
Deposits - Schedule of Deposits (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Banking and Thrift, Interest [Abstract] | ||
Interest-bearing money market deposits | $ 157,157 | $ 370,813 |
Customer deposits | 146,727 | 129,180 |
Contractual deposits with maturities within 1 year | 770,718 | 566,427 |
HSA deposits | 2,070,000 | 960,000 |
Short-term deposits | 3,144,602 | 2,026,420 |
Contractual deposits with maturities greater than 1 year and less than 5 years | 334,183 | 652,214 |
Total deposits | $ 3,478,785 | $ 2,678,634 |
Weighted average cost of demand deposits outstanding (as a percent) | 0.04% | 0.03% |
Weighted average cost of funds on certificates of deposit outstanding (as a percent) | 1.48% | 0.48% |
Weighted average cost of interest-bearing money market deposits (as a percent) | 4.45% | 0.20% |
Certificates of deposit, denominations ($250 or less) | $ 250 | $ 250 |
Deposits - Scheduled Maturities
Deposits - Scheduled Maturities For Contractual Deposits (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Banking and Thrift, Interest [Abstract] | |
2023 | $ 770,718 |
2024 | 110,379 |
2025 | 223,804 |
Total | $ 1,104,901 |
Deposits - Narrative (Details)
Deposits - Narrative (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Banking and Thrift, Interest [Abstract] | ||
Required reserve | $ 0 | $ 0 |
Derivative Instruments - Schedu
Derivative Instruments - Schedule of Interest Rate Swaps (Details) - Derivatives not designated as hedging instruments $ in Thousands | Dec. 31, 2022 USD ($) |
Derivative [Line Items] | |
Notional amount at inception | $ 1,600,000 |
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, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Net unrealized gain (loss) on financial instruments | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Net unrealized gain (loss) on financial instruments | $ 86,351 | $ 39,986 | $ (27,569) |
Financing interest expense | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Net unrealized gain (loss) on financial instruments | $ (5,233) | $ 25,650 | $ 15,842 |
Off-Balance Sheet Arrangements
Off-Balance Sheet Arrangements (Details) - USD ($) $ in Thousands | 2 Months Ended | 12 Months Ended | ||
Feb. 27, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||
Proceeds from sale of factoring receivables | $ 599,100 | $ 566,400 | $ 452,200 | |
Accounts receivable in excess of credit limits | 0 | 0 | 0 | |
Charge-backs in excess of credit limits | 0 | 0 | 0 | |
HSA assets amount serving as custodian | 3,450,000 | 2,800,000 | ||
HSA assets deposited and managed by third party depository partners | 1,400,000 | 1,800,000 | ||
HSA deposits | 2,070,000 | 960,000 | ||
Subsequent Event | ||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||
Custodial balances transferred from third party | $ 300,000 | |||
WEX Europe Services | ||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||
(Loss) gain on sale of factoring receivables | (3,200) | (2,800) | (2,400) | |
Wex Bank | ||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||
Proceeds from sale of factoring receivables | 6,300,000 | 2,900,000 | 4,100,000 | |
(Loss) gain on sale of factoring receivables | 0 | 0 | ||
Losses on factoring | $ 1,600 | $ 0 | 0 | |
WEX Latin America debt | ||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||
(Loss) gain on sale of factoring receivables | $ 6,500 |
Income Taxes - Components Of In
Income Taxes - Components Of Income Before Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |||
United States | $ 254,798 | $ 194,358 | $ (163,014) |
Foreign | 5,748 | 9,588 | (138,067) |
Income (loss) before income taxes | $ 260,546 | $ 203,946 | $ (301,081) |
Income Taxes - Components Of _2
Income Taxes - Components Of Income Tax Expense (Benefit) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Current | |||
United States | $ 115,285 | $ 37,001 | $ (7,546) |
State and Local | 23,917 | 7,104 | 2,509 |
Foreign | 14,033 | 10,824 | 13,782 |
Total | 153,235 | 54,929 | 8,745 |
Deferred | |||
United States | (44,589) | (7,374) | (22,568) |
State and Local | (9,167) | 6,448 | (4,943) |
Foreign | (6,394) | 13,804 | (1,831) |
Total | (60,150) | 12,878 | (29,342) |
Income taxes | $ 93,085 | $ 67,807 | $ (20,597) |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Contingency [Line Items] | ||||
Undistributed earnings of certain foreign subsidiaries | $ 159,900 | |||
Undistributed earnings of certain foreign subsidiaries with indefinite reinvestment | 129,100 | |||
Discrete tax adjustments amount | 12,700 | |||
Discrete item associated with uncertain tax position | 7,500 | |||
Tax expense related to valuation allowance | 7,000 | $ 32,700 | $ 40,600 | |
Valuation allowance | 131,413 | 94,951 | ||
Income tax interest and penalties expense | 1,500 | 0 | ||
Income tax expense, penalties and interest | 1,100 | |||
Gross unrecognized tax benefits | 7,500 | 4,963 | $ 4,133 | $ 10,320 |
Unrecognized tax benefits that, if recognized, would impact effective tax rate | 4,200 | |||
Operating Loss Carryforward | ||||
Income Tax Contingency [Line Items] | ||||
Tax expense related to valuation allowance | (9,100) | |||
State and Local Jurisdiction | ||||
Income Tax Contingency [Line Items] | ||||
Operating loss carry forwards | 473,300 | 488,300 | ||
Domestic Tax Authority | ||||
Income Tax Contingency [Line Items] | ||||
Operating loss carry forwards | 0 | |||
Foreign Tax Authority | ||||
Income Tax Contingency [Line Items] | ||||
Operating loss carry forwards | $ 62,700 | $ 104,700 |
Income Taxes - Reconciliation O
Income Taxes - Reconciliation Of Provision Of Income Taxes (Details) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |||
Federal statutory rate | 21% | 21% | 21% |
State income taxes (net of federal income tax benefit) | 4.30% | 2.90% | 1.60% |
Foreign income tax rate differential | 0.40% | 1.30% | 3.30% |
Revaluation of deferred tax assets for foreign and state tax rate changes, net | (0.70%) | 0.30% | (1.90%) |
Loss on sale of subsidiary | 0% | 0% | (2.30%) |
Legal settlement | 0% | 0% | (5.10%) |
Purchase accounting adjustments | 0% | 0% | 4.30% |
Tax credits | (0.40%) | (6.20%) | 0% |
Tax reserves | 3.50% | 0.50% | (0.10%) |
Withholding taxes | 0% | 0% | (0.10%) |
Change in valuation allowance | 2.70% | 16.10% | (13.50%) |
Nondeductible expenses | 3.30% | 3.20% | (1.60%) |
Incremental tax benefit from share-based compensation awards | 0.30% | (5.70%) | 0.20% |
GILTI | 0.50% | 0% | 0% |
Other | 0.80% | (0.20%) | 1% |
Effective tax rate | 35.70% | 33.20% | 6.80% |
Income Taxes - Deferred Tax Ass
Income Taxes - Deferred Tax Assets And Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred tax assets related to: | ||
Reserve for credit losses | $ 23,810 | $ 14,355 |
Tax credit carryforwards | 13,050 | 12,480 |
Stock-based compensation, net | 25,871 | 23,337 |
Net operating loss carry forwards | 40,314 | 52,820 |
Capital loss carry forwards | 23,896 | 26,628 |
Accruals | 48,527 | 42,669 |
Operating lease liabilities | 20,006 | 23,155 |
Deferred financing costs | 9,336 | 4,364 |
Contractual obligations | 51,496 | 16,891 |
Unrealized losses on debt securities | 34,947 | 0 |
Other | 3,318 | 4,325 |
Total | 294,571 | 221,024 |
Deferred tax liabilities related to: | ||
Property, equipment and capitalized software | (17,071) | (33,903) |
Intangibles | (238,384) | (260,365) |
Interest rate swaps | (20,310) | 0 |
Operating lease assets | (16,185) | (19,135) |
Total | (291,950) | (313,403) |
Valuation allowance | (131,413) | (94,951) |
Deferred income taxes, net | $ (128,792) | $ (187,330) |
Income Taxes - Net Deferred Tax
Income Taxes - Net Deferred Tax (Liabilities) Assets By Jurisdiction (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Income Tax Contingency [Line Items] | ||
Deferred tax liabilities | $ (128,792) | $ (187,330) |
United States | ||
Income Tax Contingency [Line Items] | ||
Deferred tax liabilities | (137,757) | (187,978) |
Australia | ||
Income Tax Contingency [Line Items] | ||
Deferred tax assets | 3,239 | 1,290 |
Europe | ||
Income Tax Contingency [Line Items] | ||
Deferred tax assets | 9,286 | 4,151 |
Singapore | ||
Income Tax Contingency [Line Items] | ||
Deferred tax liabilities | (4,229) | (4,978) |
International | ||
Income Tax Contingency [Line Items] | ||
Deferred tax assets | $ 669 | $ 185 |
Income Taxes - Valuation Allowa
Income Taxes - Valuation Allowance (Details) - SEC Schedule, 12-09, Valuation Allowance, Deferred Tax Asset - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
SEC Schedule, 12-09, Valuation and Qualifying Accounts Disclosure [Line Items] | ||
Balance at Beginning of Year | $ (94,951) | $ (60,569) |
Charges to Expense | (16,055) | (33,849) |
Releases | 9,075 | 1,149 |
Charges to Accumulated Other Comprehensive Loss | (33,435) | (2,894) |
Foreign Currency Translation | 3,953 | 1,212 |
Balance at End of Year | $ (131,413) | $ (94,951) |
Income Taxes - Reconciliation_2
Income Taxes - Reconciliation Of Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | |||
Beginning balance | $ 4,963 | $ 4,133 | $ 10,320 |
Increases related to prior year tax positions | 1,107 | 830 | 0 |
Increases related to current year tax positions | 7,501 | 0 | 0 |
Decreases related to prior year tax positions | (537) | 0 | (826) |
Settlements | (5,534) | 0 | (5,361) |
Ending balance | $ 7,500 | $ 4,963 | $ 4,133 |
Leases - Schedule of Supplement
Leases - Schedule of Supplemental Balance Sheet Information (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Assets | ||
Operating lease right-of-use assets | $ 66,893 | $ 79,484 |
Liabilities: | ||
Current operating lease liabilities | 11,804 | 15,501 |
Non-current operating lease liabilities | 70,636 | 81,046 |
Total lease liabilities | $ 82,440 | $ 96,547 |
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] | Accrued expenses and other current liabilities | Accrued expenses and 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, 2022 | Dec. 31, 2021 |
Leases [Abstract] | ||
Weighted average remaining term (in years) | 9 years 4 months 24 days | 9 years 6 months |
Weighted average discount rate (as a percent) | 4.40% | 4.40% |
Leases - Maturities of Lease Pa
Leases - Maturities of Lease Payments (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Leases [Abstract] | ||
2023 | $ 15,025 | |
2024 | 12,638 | |
2025 | 10,192 | |
2026 | 8,846 | |
2027 | 7,597 | |
Thereafter | 47,239 | |
Total lease payments | 101,536 | |
Less: Imputed interest | (19,096) | |
Total lease liabilities | 82,440 | $ 96,547 |
Less: Current portion of lease obligations | (11,804) | (15,501) |
Long-term lease obligations | $ 70,636 | $ 81,046 |
Leases - Narrative (Details)
Leases - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Leases [Abstract] | |||
Rental expense | $ 19.5 | $ 24.3 | $ 18.2 |
Leases - Supplemental Cash Flow
Leases - Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Cash paid for amounts included in the measurement of lease liabilities: | ||
Operating cash flows from operating leases | $ 15,745 | $ 16,464 |
Non-cash transactions: | ||
Right-of-use assets obtained in exchange for lease liabilities | $ 1,938 | $ 14,613 |
Financing and Other Debt - Summ
Financing and Other Debt - Summary of Outstanding Borrowings (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 | Apr. 01, 2021 |
Debt Instrument [Line Items] | |||
Total gross debt | $ 2,769,150,000 | $ 2,905,088,000 | |
Current portion of gross debt | 212,907,000 | 165,703,000 | |
Less: Unamortized debt issuance costs/debt discount | (10,269,000) | (9,934,000) | |
Short-term debt, net | 202,638,000 | 155,769,000 | |
Long-term portion of gross debt | 2,556,243,000 | 2,739,385,000 | |
Less: Unamortized debt issuance costs/debt discount | (34,037,000) | (44,020,000) | |
Long-term debt, net | 2,522,206,000 | 2,695,365,000 | |
Secured debt | |||
Debt Instrument [Line Items] | |||
Securitized debt | 110,608,000 | 100,861,000 | |
Participation debt | |||
Debt Instrument [Line Items] | |||
Carrying value | 38,957,000 | 1,500,000 | |
Revolving line-of-credit facility under Amended and Restated Credit Agreement | Level 2 | |||
Debt Instrument [Line Items] | |||
Carrying value | 0 | 119,800,000 | |
Revolving line-of-credit facility under Amended and Restated Credit Agreement | Amended And Restated Credit Agreement | |||
Supplemental information under Amended and Restated Credit Agreement: | |||
Remaining borrowing capacity on revolving credit facility | 898,930,000 | 758,808,000 | $ 930,000,000 |
Revolving line-of-credit facility under Amended and Restated Credit Agreement | Amended And Restated Credit Agreement | Letter of Credit | |||
Supplemental information under Amended and Restated Credit Agreement: | |||
Letters of credit | 31,070,000 | 51,392,000 | |
Secured debt | Line of Credit | Amended And Restated Credit Agreement | |||
Debt Instrument [Line Items] | |||
Carrying value | 2,309,585,000 | 2,372,927,000 | |
Secured debt | Line of Credit | Amended And Restated Credit Agreement Tranche A | |||
Debt Instrument [Line Items] | |||
Carrying value | 892,820,000 | ||
Secured debt | Line of Credit | Amended And Restated Credit Agreement Tranche A | Level 2 | |||
Debt Instrument [Line Items] | |||
Carrying value | 892,820,000 | 941,742,000 | |
Secured debt | Line of Credit | Amended And Restated Credit Agreement Tranche B | |||
Debt Instrument [Line Items] | |||
Carrying value | 1,416,765,000 | ||
Secured debt | Line of Credit | Amended And Restated Credit Agreement Tranche B | Level 2 | |||
Debt Instrument [Line Items] | |||
Carrying value | 1,416,765,000 | 1,431,185,000 | |
Convertible Debt | Level 2 | |||
Debt Instrument [Line Items] | |||
Carrying value | $ 310,000,000 | $ 310,000,000 |
Financing and Other Debt - Narr
Financing and Other Debt - Narrative (Details) - USD ($) | 12 Months Ended | ||||
Apr. 01, 2021 | Jul. 01, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Debt Instrument [Line Items] | |||||
Loss on extinguishment of debt | $ 3,400,000 | ||||
General and administrative expenses incurred | 5,500,000 | ||||
Unamortized issuance cost | 16,100,000 | ||||
Operating interest | 1,400,000 | ||||
Participation securities current maturities | $ 202,638,000 | 155,769,000 | |||
Accounts receivable, net | 3,275,663,000 | $ 2,891,242,000 | |||
Asset Pledged as Collateral | Fleet Solutions | |||||
Debt Instrument [Line Items] | |||||
Accounts receivable, net | 239,900,000 | ||||
Revolving line-of-credit facility under Amended and Restated Credit Agreement | Federal Reserve Bank | |||||
Debt Instrument [Line Items] | |||||
Current borrowing capacity | $ 199,700,000 | ||||
Amended And Restated Credit Agreement | |||||
Debt Instrument [Line Items] | |||||
Weighted average effective interest rate (as a percent) | 6.40% | 2.20% | |||
Commitment fee percentage | 0.30% | 0.40% | |||
Amended And Restated Credit Agreement | Minimum | |||||
Debt Instrument [Line Items] | |||||
Commitment fee percentage | 0.25% | ||||
Amended And Restated Credit Agreement | Maximum | |||||
Debt Instrument [Line Items] | |||||
Commitment fee percentage | 0.50% | ||||
Amended And Restated Credit Agreement | 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 | $ 898,930,000 | $ 758,808,000 | ||
Amended And Restated Credit Agreement Tranche A | Credit Facility and Term Loans | |||||
Debt Instrument [Line Items] | |||||
Mandatory quarterly payments | 12,200,000 | ||||
Amended And Restated Credit Agreement Tranche B | Credit Facility and Term Loans | |||||
Debt Instrument [Line Items] | |||||
Mandatory quarterly payments | $ 3,600,000 | ||||
Tranche A term loan | |||||
Debt Instrument [Line Items] | |||||
Interest coverage ratio (no less than) | 3 | ||||
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 | ||||
Securitization Facility | |||||
Debt Instrument [Line Items] | |||||
Interest rate during period, percent | 3.83% | 0.91% | |||
Amended and Restated Credit Agreemen | Revolving line-of-credit facility under Amended and Restated Credit Agreement | |||||
Debt Instrument [Line Items] | |||||
Capitalized debt issuance costs | $ 4,300,000 | ||||
Consent fees amount | $ 2,900,000 | ||||
Convertible Debt | Convertible Senior Notes Due 2027 | |||||
Debt Instrument [Line Items] | |||||
Aggregate amount | $ 310,000,000 | ||||
Interest rate, stated percentage | 6.50% | 0.065% | |||
Conversion price (in dollars per share) | $ 200 | ||||
Redemption price as percentage of principal amount | 105% | ||||
Repayments of convertible debt | $ 0 | $ 0 | |||
Debt instrument, term | 7 years | ||||
Effective percentage | 7.50% | 7.50% | 11.20% | ||
Operating interest | $ 22,399,000 | $ 22,236,000 | $ 13,433,000 | ||
Senior Notes | Notes outstanding | |||||
Debt Instrument [Line Items] | |||||
Long-term deposits | 400,000,000 | ||||
Line of Credit | |||||
Debt Instrument [Line Items] | |||||
Remaining borrowing capacity on revolving credit facility | 569,000,000 | 530,000,000 | |||
Borrowed federal funds | $ 0 | $ 0 | |||
Line of Credit | Loan Participations and Assignments | Participation Debt Agreement | |||||
Debt Instrument [Line Items] | |||||
Weighted average effective interest rate (as a percent) | 6.64% | 2.54% | |||
Participation securities current maturities | $ 39,000,000 | $ 1,500,000 | |||
Line of Credit | Loan Participations and Assignments | Participation Debt Agreement | Through May 31, 2023 | |||||
Debt Instrument [Line Items] | |||||
Remaining borrowing capacity on revolving credit facility | 70,000,000 | ||||
Line of Credit | Loan Participations and Assignments | Participation Debt Agreement | Through September 31, 2023 | |||||
Debt Instrument [Line Items] | |||||
Remaining borrowing capacity on revolving credit facility | 50,000,000 | ||||
Line of Credit | Loan Participations and Assignments | Participation Debt Agreement | Thereafter through December 31, 2023 | |||||
Debt Instrument [Line Items] | |||||
Remaining borrowing capacity on revolving credit facility | $ 40,000,000 | ||||
Base Rate | Tranche B term loan | Secured debt | |||||
Debt Instrument [Line Items] | |||||
Margin on variable rate, percent | 1.25% | ||||
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) - Convertible Senior Notes Due 2027 - Convertible Debt - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Debt Instrument [Line Items] | ||
Carrying value | $ 310,000 | $ 310,000 |
Less: Unamortized discounts | (10,907) | (12,844) |
Less: Unamortized issuance cost | (1,756) | (2,068) |
Net carrying amount of Convertible Notes | $ 297,337 | $ 295,088 |
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, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Jul. 01, 2020 | |
Debt Instrument [Line Items] | ||||
Operating interest | $ 1,400 | |||
Convertible Debt | Convertible Senior Notes Due 2027 | ||||
Debt Instrument [Line Items] | ||||
Interest on 6.5% coupon | $ 20,150 | 20,150 | $ 10,019 | |
Amortization of debt discount and debt issuance costs | 2,249 | 2,086 | 3,414 | |
Operating interest | $ 22,399 | $ 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, 2022 USD ($) |
Debt Disclosure [Abstract] | |
2023 | $ 212,907 |
2024 | 63,342 |
2025 | 63,342 |
2026 | 760,475 |
2027 | $ 324,420 |
Employee Benefit Plans (Details
Employee Benefit Plans (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Defined Contribution Plan Disclosure [Line Items] | |||
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% | ||
Maximum percentage of employee eligible compensation to the plan | 6% | ||
Contributions by company | $ 16.8 | $ 15.1 | $ 13.7 |
Obligation related to defined contribution plan | 11.1 | 11.3 | |
Total net unfunded status of defined benefit pension plan | $ 3.4 | $ 5.4 | |
Certain Employees | |||
Defined Contribution Plan Disclosure [Line Items] | |||
Company matching percentage of each employee's contributions to maximum employee eligible compensation | 6% |
Fair Value - Assets and Liabili
Fair Value - Assets and Liabilities Measured at Fair Value on a Recurring Basis (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Investment securities, current: | ||
Debt securities, current | $ 1,395,272 | $ 948,677 |
Investment securities, non-current: | ||
Debt securities, noncurrent | 47,998 | 39,650 |
Executive deferred compensation plan trust | 11,100 | 11,300 |
Prepaid expenses and other current assets | ||
Investment securities, non-current: | ||
Executive deferred compensation plan trust | 1,900 | 1,600 |
Other assets | ||
Investment securities, non-current: | ||
Executive deferred compensation plan trust | 9,200 | 9,700 |
Corporate debt securities | ||
Investment securities, current: | ||
Debt securities, current | 497,833 | 351,843 |
Municipal bonds | ||
Investment securities, current: | ||
Debt securities, current | 45,019 | 31,168 |
Investment securities, non-current: | ||
Debt securities, noncurrent | 14,283 | 3,108 |
Asset-backed securities | ||
Investment securities, current: | ||
Debt securities, current | 190,699 | 120,211 |
Investment securities, non-current: | ||
Debt securities, noncurrent | 132 | 168 |
Mutual fund | ||
Investment securities, non-current: | ||
Fixed-income mutual fund | 24,472 | 27,251 |
Mortgage-backed securities | ||
Investment securities, current: | ||
Debt securities, current | 297,668 | 138,260 |
Investment securities, non-current: | ||
Debt securities, noncurrent | 111 | 123 |
Interest rate swaps | Prepaid expenses and other current assets | ||
Investment securities, non-current: | ||
Derivative asset | $ 45,300 | $ 100 |
Derivative Asset, Statement of Financial Position [Extensible Enumeration] | Prepaid expenses and other current assets | Prepaid expenses and other current assets |
Interest rate swaps | Other assets | ||
Investment securities, non-current: | ||
Derivative asset | $ 36,100 | $ 14,900 |
Derivative Asset, Statement of Financial Position [Extensible Enumeration] | Other assets | Other assets |
Interest rate swaps | Accrued expenses and other current liabilities | ||
Liabilities: | ||
Derivative liability | $ 17,600 | |
Derivative Liability, Statement of Financial Position [Extensible Enumeration] | Accrued expenses and other current liabilities | |
Interest rate swaps | Other liabilities | ||
Liabilities: | ||
Derivative liability | $ 2,400 | |
Derivative Liability, Statement of Financial Position [Extensible Enumeration] | Other liabilities | |
Contingent Consideration | ||
Liabilities: | ||
Contingent consideration | $ 67,300 | |
Contingent Consideration | Accrued expenses and other current liabilities | ||
Liabilities: | ||
Contingent consideration | 28,700 | |
Contingent Consideration | Other liabilities | ||
Liabilities: | ||
Contingent consideration | 177,700 | |
Level 1 | ||
Investment securities, non-current: | ||
Executive deferred compensation plan trust | 11,139 | $ 11,303 |
Level 1 | Money market funds | ||
Financial Assets: | ||
Money market funds | 35,133 | 3,670 |
Level 2 | US Treasury Securities | ||
Investment securities, current: | ||
Debt securities, current | 364,053 | 307,195 |
Level 2 | Corporate debt securities | ||
Investment securities, current: | ||
Debt securities, current | 497,833 | 351,843 |
Level 2 | Municipal bonds | ||
Investment securities, current: | ||
Debt securities, current | 45,019 | 31,168 |
Investment securities, non-current: | ||
Debt securities, noncurrent | 3,108 | |
Level 2 | Asset-backed securities | ||
Investment securities, current: | ||
Debt securities, current | 190,699 | 120,211 |
Investment securities, non-current: | ||
Debt securities, noncurrent | 168 | |
Level 2 | Mortgage-backed securities | ||
Investment securities, current: | ||
Debt securities, current | 297,668 | 138,260 |
Investment securities, non-current: | ||
Debt securities, noncurrent | 123 | |
Level 2 | Interest rate swaps | ||
Investment securities, non-current: | ||
Derivative asset | 81,400 | 15,031 |
Liabilities: | ||
Derivative liability | 0 | 19,982 |
Net Asset Value | Pooled investment fund measured at net asset value | ||
Investment securities, non-current: | ||
Debt securities, noncurrent | 9,000 | |
Fixed-income mutual fund | 9,000 | 9,000 |
Level 3 | Contingent Consideration | ||
Liabilities: | ||
Contingent consideration | $ 206,388 | $ 67,300 |
Fair Value - Pooled Investment
Fair Value - Pooled Investment Fund (Details) - Net Asset Value - Pooled investment fund $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Fair Value, Investments, Entities that Calculate Net Asset Value Per Share [Line Items] | |
Unfunded Commitments | $ 0 |
Redemption Notice Period | 30 days |
Fair Value - Narrative (Details
Fair Value - Narrative (Details) | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2020 USD ($) | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Impairment charges | $ 0 | $ 0 | $ 136,486,000 | |
Fleet Solutions | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Impairment charges | $ 136,486,000 | $ 53,400,000 | ||
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 | 0.0352 | 0.0145 | 0.0352 |
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 - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent consideration, beginning balance | $ 67,300 | $ 0 |
Contingent consideration recorded as a result of the acquisition | 0 | 27,200 |
Change in estimated fair value | 139,088 | 40,100 |
Contingent consideration, ending balance | $ 206,388 | $ 67,300 |
Fair Value - Schedule of Fair V
Fair Value - Schedule of Fair Value of The Company's Financial Instruments (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Certificates of deposit with maturities greater than 1 year and less than 5 years | $ 334,183 | $ 652,214 |
Level 2 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Certificates of deposit with maturities greater than 1 year and less than 5 years | 334,183 | 652,214 |
Contractual deposits with maturities in excess of one year | 308,051 | |
Level 2 | Convertible Debt | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Carrying value | 310,000 | 310,000 |
Convertible notes | 329,964 | 327,670 |
Line of Credit | Amended And Restated Credit Agreement Tranche B | Secured debt | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Carrying value | 1,416,765 | |
Line of Credit | Amended And Restated Credit Agreement Tranche B | Level 2 | Secured debt | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Carrying value | 1,416,765 | 1,431,185 |
Line of Credit | Amended And Restated Credit Agreement Tranche A | Secured debt | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Carrying value | 892,820 | |
Line of Credit | Amended And Restated Credit Agreement Tranche A | Level 2 | Secured debt | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Carrying value | 892,820 | 941,742 |
Revolving line-of-credit facility under Amended and Restated Credit Agreement | Level 2 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Carrying value | 0 | $ 119,800 |
Term Loans, fair value | $ 0 |
Redeemable Non-Controlling In_3
Redeemable Non-Controlling Interest - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||||||
Mar. 07, 2022 | Jun. 01, 2021 | Apr. 01, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2021 | Mar. 05, 2019 | |
Noncontrolling Interest [Line Items] | |||||||
Repurchase of non-controlling interest | $ 11,200 | $ 216,594 | $ 11,191 | ||||
Contribution from non-controlling interest | $ 12,500 | 0 | 12,457 | ||||
Deferred liability | $ 216,600 | ||||||
Change in value of redeemable non-controlling interest | (37,780) | $ 135,156 | |||||
Noncontrolling interest, deferred tax expense | 3,500 | ||||||
PO Holding | |||||||
Noncontrolling Interest [Line Items] | |||||||
Repurchase of non-controlling interest | $ 254,400 | ||||||
Percentage of voting interests acquired | 4.53% | ||||||
Purchase price | $ 234,000 | ||||||
Deferred liability | $ 216,600 | ||||||
Discovery Benefits, Inc. | |||||||
Noncontrolling Interest [Line Items] | |||||||
Ownership percentage by noncontrolling interest | 4.53% | 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% | ||||
Wex Bank | |||||||
Noncontrolling Interest [Line Items] | |||||||
Ownership percentage | 100% |
Redeemable Non-Controlling In_4
Redeemable Non-Controlling Interest - Schedule of Redeemable Non-Controlling Interest (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Jun. 01, 2021 | Apr. 01, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||
Balance, beginning of year | $ 254,106 | $ 117,219 | ||
Repurchase of non-controlling interest | $ (11,200) | (216,594) | (11,191) | |
Contribution from non-controlling interest | $ 12,500 | 0 | 12,457 | |
Net income attributable to redeemable non-controlling interest | 268 | 465 | ||
Change in value of redeemable non-controlling interest | (37,780) | 135,156 | ||
Balance, end of year | $ 0 | $ 254,106 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Long-term Purchase Commitment [Line Items] | |||
Unused commitments to extend credit | $ 9,200 | ||
Incurred penalties reversed | 7 | ||
Shortfall penalties | 2.7 | $ 6 | $ 3.6 |
Additional penalties | 17.5 | ||
Cloud Platform Services | |||
Long-term Purchase Commitment [Line Items] | |||
Minimum spend commitment, total | 15 | ||
Loans To Nonprofit, Community Development Financial Institution | |||
Long-term Purchase Commitment [Line Items] | |||
Unused commitments to extend credit | 9.7 | ||
Fund commitment | 12 | ||
Minimum volume purchase commitments | $ 2.3 |
Dividend and Net Asset Restrict
Dividend and Net Asset Restrictions (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
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 |
Increase in maximum restricted payments, including dividends, per annum | 50 |
Maximum annual payment | $ 400 |
Percentage of transfer to surplus fund | 10% |
Required percentage of surplus to capital stock | 100% |
Capital stock | $ 116.3 |
Capital surplus as percent of capital stock | 100% |
Restricted net assets, percentage | 12% |
Stock-Based Compensation - Narr
Stock-Based Compensation - Narrative (Details) shares in Thousands, $ in Millions | 1 Months Ended | 12 Months Ended | |||||
Jun. 24, 2020 | Mar. 16, 2020 USD ($) grantee | Mar. 20, 2019 USD ($) grantee | May 31, 2017 day | Dec. 31, 2022 USD ($) shares | Dec. 31, 2021 USD ($) shares | Dec. 31, 2020 USD ($) | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Total stock-based compensation cost recognized | $ 97.9 | $ 74.8 | $ 63.9 | ||||
Tax benefit from stock option and restricted stock units | 16.9 | 14.1 | 11.5 | ||||
Vesting period | 1 year | ||||||
Total incremental compensation cost | $ 21.8 | $ 1.3 | |||||
Shares exercised, total intrinsic value | 2.2 | 48.1 | 8.7 | ||||
Restricted Stock Units (RSUs) | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Total unrecognized compensation cost | $ 41.8 | ||||||
Compensation cost expected recognition weighted average period (in years) | 1 year 2 months 12 days | ||||||
Shares granted fair value | $ 45.9 | 44.5 | 37 | ||||
Shares vested fair value | $ (46.3) | $ (24.4) | 11.9 | ||||
Deferred stock units (in shares) | shares | 426 | 485 | |||||
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 | $ 39.5 | $ 34.9 | 58.5 | ||||
Shares vested fair value | $ (17.2) | $ (23.7) | $ 21.7 | ||||
Performance goals tracking period | 3 years | ||||||
Deferred stock units (in shares) | shares | 559 | 557 | |||||
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 | ||||||
TSR | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Total unrecognized compensation cost | $ 48.7 | ||||||
Compensation cost expected recognition weighted average period (in years) | 1 year 6 months | ||||||
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 | ||||||
Stock Options, Non-CEO | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Number of grantees affected | grantee | 332 | 215 | |||||
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% | ||||||
Derived service period | 3 years | ||||||
Stock Option | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Vesting period | 3 years | ||||||
Total unrecognized compensation cost | $ 11.7 | ||||||
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% | ||||||
Deferred Stock Units | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Vesting period | 200 days | ||||||
Deferred stock units (in shares) | shares | 67 | 58 | |||||
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 | 3,700 |
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, 2022 $ / shares shares | |
Units | |
Unvested at beginning of period (in shares) | 485 |
Granted (in shares) | 285 |
Vested, including shares withheld for tax (in shares) | (274) |
Forfeited (in shares) | (70) |
Unvested at end of period (in shares) | 426 |
Restricted shares withheld for tax (in shares) | 87 |
Weighted-Average Grant-Date Fair Value | |
Unvested at beginning of period (in dollars per share) | $ / shares | $ 169.19 |
Granted (in dollars per share) | $ / shares | 161.36 |
Vested (in dollars per share) | $ / shares | 168.61 |
Forfeited (in dollars per share) | $ / shares | 166.97 |
Unvested at end of period (in dollars per share) | $ / shares | $ 164.69 |
Stock-Based Compensation - Sc_2
Stock-Based Compensation - Schedule of Grant Date (Details) - $ / shares | 12 Months Ended | ||||||
Jun. 15, 2022 | Mar. 15, 2021 | Jun. 24, 2020 | Mar. 16, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
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% | 2.13% | 1.05% | 0.58% | |||
Stock price (in dollars per share) | $ 173.15 | ||||||
Expected stock price volatility | 51.32% | ||||||
Fair value per share (in dollars per share) | $ 280.93 | $ 70.82 | $ 92.82 | $ 35.13 | |||
Vesting period | 3 years | ||||||
Stock Options, Non-CEO | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Risk-free interest rate | 3.04% | 0.29% | 0.21% | ||||
Stock price (in dollars per share) | $ 161.08 | $ 226.02 | $ 160.14 | ||||
Expected stock price volatility | 37.31% | 53.65% | 47.72% | ||||
Fair value per share (in dollars per share) | $ 158.25 | $ 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, 2022 $ / shares shares | |
Units | |
Unvested at beginning of period (in shares) | 557 |
Granted (in shares) | 242 |
Forfeited (in shares) | (100) |
Vested, including shares withheld for tax (in shares) | (87) |
Performance adjustment (in shares) | (53) |
Unvested at end of period (in shares) | 559 |
Restricted shares withheld for tax (in shares) | 28 |
Weighted-Average Grant-Date Fair Value | |
Unvested at beginning of period (in dollars per share) | $ / shares | $ 230.01 |
Granted (in dollars per share) | $ / shares | 163.09 |
Forfeited (in dollars per share) | $ / shares | 228.45 |
Vested (in dollars per share) | $ / shares | 198.49 |
Unvested at end of period (in dollars per share) | $ / shares | $ 208.94 |
Stock-Based Compensation - Sc_4
Stock-Based Compensation - Schedule of Assumptions Used (Details) - Stock Option - $ / shares | 12 Months Ended | |||
Mar. 16, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Weighted average fair value (in dollars per share) | $ 280.93 | $ 70.82 | $ 92.82 | $ 35.13 |
Weighted average expected term (in years) | 6 years | 6 years | 6 years | |
Exercise price (in dollars per share) | $ 163.22 | $ 226.02 | $ 109.66 | |
Expected stock price volatility | 42.23% | 41.81% | 32.37% | |
Risk-free interest rate | 0.20% | 2.13% | 1.05% | 0.58% |
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, 2022 USD ($) $ / shares shares | |
Shares | |
Outstanding at beginning of period (in shares) | shares | 704 |
Granted (in shares) | shares | 201 |
Exercised (in shares) | shares | (44) |
Forfeited (in shares) | shares | (78) |
Outstanding at end of period (in shares) | shares | 783 |
Exercisable (in shares) | shares | 473 |
Vested and expected to vest (in shares) | shares | 302 |
Weighted-Average Exercise Price | |
Outstanding at beginning of period (in dollars per share) | $ / shares | $ 141.42 |
Granted (in dollars per share) | $ / shares | 163.16 |
Exercised (in dollars per share) | $ / shares | 113.77 |
Forfeited or expired (in dollars per share) | $ / shares | 172.65 |
Outstanding at end of period (in dollars per share) | $ / shares | 145.44 |
Exercisable (in dollars per share) | $ / shares | 132.90 |
Vested and expected to vest (in dollars per share) | $ / shares | $ 164.44 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract] | |
Weighted average remaining contractual term, Outstanding | 6 years 9 months 18 days |
Weighted average remaining contractual term, Exercisable | 5 years 7 months 6 days |
Weighted average remaining contractual term, Vested and expected to vest | 8 years 7 months 6 days |
Aggregate Intrinsic Value, Outstanding | $ | $ 21,882 |
Aggregate Intrinsic Value, Exercisable | $ | 18,305 |
Aggregate Intrinsic Value, Vested and expected to vest | $ | $ 3,582 |
Restructuring Activities (Detai
Restructuring Activities (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Restructuring Cost and Reserve [Line Items] | ||
Restructuring charges | $ 9,200,000 | $ 5,400,000 |
Accrued restructuring | 6,100,000 | $ 0 |
Fleet Solutions | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring charges | 4,700,000 | |
Travel and Corporate Solutions Segment | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring charges | 600,000 | |
Health and Employee Benefit Solutions | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring charges | 1,600,000 | |
Unallocated corporate expenses | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring charges | $ 2,300,000 |
Segment Information - Narrative
Segment Information - Narrative (Details) | 12 Months Ended |
Dec. 31, 2022 segment | |
Segment Reporting [Abstract] | |
Number of operating segments | 3 |
Number of reportable segments | 3 |
Segment Information - Reportabl
Segment Information - Reportable Segment Results (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Segment Reporting, Revenue Reconciling Item [Line Items] | |||
Total revenues | $ 2,350,511 | $ 1,850,542 | $ 1,559,869 |
Fleet Solutions | |||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||
Total revenues | 1,443,664 | 1,111,415 | 918,310 |
Travel and Corporate Solutions | |||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||
Total revenues | 402,308 | 324,918 | 277,840 |
Health and Employee Benefit Solutions | |||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||
Total revenues | 504,539 | 414,209 | 363,719 |
Payment processing revenue | |||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||
Total revenues | 1,155,907 | 858,990 | 698,891 |
Payment processing revenue | Fleet Solutions | |||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||
Total revenues | 720,242 | 513,365 | 404,843 |
Payment processing revenue | Travel and Corporate Solutions | |||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||
Total revenues | 353,748 | 274,092 | 229,144 |
Payment processing revenue | Health and Employee Benefit Solutions | |||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||
Total revenues | 81,917 | 71,533 | 64,904 |
Account servicing revenue | |||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||
Total revenues | 569,284 | 526,858 | 449,456 |
Account servicing revenue | Fleet Solutions | |||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||
Total revenues | 169,159 | 168,350 | 153,823 |
Account servicing revenue | Travel and Corporate Solutions | |||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||
Total revenues | 42,850 | 44,157 | 41,927 |
Account servicing revenue | Health and Employee Benefit Solutions | |||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||
Total revenues | 357,275 | 314,351 | 253,706 |
Finance fee revenue | |||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||
Total revenues | 360,468 | 255,323 | 198,523 |
Finance fee revenue | Fleet Solutions | |||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||
Total revenues | 359,672 | 254,306 | 197,307 |
Finance fee revenue | Travel and Corporate Solutions | |||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||
Total revenues | 647 | 873 | 1,079 |
Finance fee revenue | Health and Employee Benefit Solutions | |||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||
Total revenues | 149 | 144 | 137 |
Other revenue | |||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||
Total revenues | 264,852 | 209,371 | 212,999 |
Other revenue | Fleet Solutions | |||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||
Total revenues | 194,591 | 175,394 | 162,337 |
Other revenue | Travel and Corporate Solutions | |||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||
Total revenues | 5,063 | 5,796 | 5,690 |
Other revenue | Health and Employee Benefit Solutions | |||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||
Total revenues | $ 65,198 | $ 28,181 | $ 44,972 |
Segment Information - Reconcili
Segment Information - Reconciliation of Adjusted Net Income to Net Income (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Segment Reporting Information [Line Items] | |||
Adjusted operating income | $ 1,019,786 | $ 748,351 | $ 542,367 |
Acquisition-related intangible amortization | 170,500 | 181,700 | 171,100 |
Loss on sale of subsidiary | 0 | 0 | 46,362 |
Stock-based compensation | 97,896 | 74,758 | 63,863 |
Operating income (loss) | 469,842 | 342,000 | (91,673) |
Financing interest expense | (130,690) | (128,422) | (157,080) |
Net foreign currency loss | (22,702) | (12,339) | (25,783) |
Other income | 0 | 3,617 | 491 |
Change in fair value of contingent consideration | (139,088) | (40,100) | 0 |
Net unrealized gain (loss) on financial instruments | 83,184 | 39,190 | (27,036) |
Income (loss) before income taxes | 260,546 | 203,946 | (301,081) |
Segment Reconciling Items | |||
Segment Reporting Information [Line Items] | |||
Unallocated corporate expenses | 84,484 | 78,218 | 62,938 |
Acquisition-related intangible amortization | 170,500 | 181,694 | 171,144 |
Other acquisition and divestiture related items | 17,874 | 40,533 | 57,787 |
Legal settlement | 0 | 0 | 162,500 |
Impairment charges | 136,486 | 0 | 53,378 |
Loss on sale of subsidiary | 0 | 0 | 46,362 |
Debt restructuring costs | 43 | 6,185 | 535 |
Stock-based compensation | 100,694 | 76,550 | 65,841 |
Other costs | 39,863 | 23,171 | 13,555 |
Fleet Solutions | |||
Segment Reporting Information [Line Items] | |||
Adjusted operating income | 693,439 | 557,083 | 383,502 |
Travel and Corporate Solutions Segment | |||
Segment Reporting Information [Line Items] | |||
Adjusted operating income | 192,665 | 86,860 | 62,096 |
Health and Employee Benefit Solutions | |||
Segment Reporting Information [Line Items] | |||
Adjusted operating income | $ 133,682 | $ 104,408 | $ 96,769 |
Segment Information - Schedule
Segment Information - Schedule of Revenue and Property and Equipment By Geographic Data (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Total revenues | $ 2,350,511 | $ 1,850,542 | $ 1,559,869 |
Net property, equipment and capitalized software | 202,229 | 179,531 | 188,340 |
United States | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Total revenues | 2,062,027 | 1,642,747 | 1,401,144 |
Net property, equipment and capitalized software | 193,030 | 170,626 | 176,348 |
Other international | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Total revenues | 288,484 | 207,795 | 158,725 |
International | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Net property, equipment and capitalized software | $ 9,199 | $ 8,905 | $ 11,992 |
Supplementary Regulatory Capi_3
Supplementary Regulatory Capital Disclosure (Details) $ in Thousands | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) |
Debt Disclosure [Abstract] | ||
Total capital to risk-weighted assets, actual amount | $ 595,576 | $ 402,406 |
Total capital to risk-weighted assets, Ratio | 0.1516 | 0.1263 |
Total capital to risk-weighted assets, minimum for capital adequacy purposes amount | $ 314,379 | $ 254,984 |
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 | $ 392,974 | $ 318,731 |
Total capital to risk-weighted assets, Ratio | 0.1000 | 0.1000 |
Tier 1 capital to average assets, actual amount | $ 546,218 | $ 366,121 |
Tier 1 capital to average assets, ratio | 0.1022 | 0.0875 |
Tier 1 capital to average assets, minimum for capital adequacy purposes amount | $ 213,681 | $ 167,317 |
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 | $ 267,101 | $ 209,147 |
Tier 1 capital to average assets, ratio | 0.0500 | 0.0500 |
Common equity to risk-weighted assets, actual amount | $ 546,218 | $ 366,121 |
Common equity to risk-weighted assets, ratio | 13.90% | 11.49% |
Common equity to risk-weighted assets, minimum for capital adequacy purposes amount | $ 176,838 | $ 143,429 |
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 | $ 255,433 | $ 207,175 |
Common equity to risk-weighted assets, Ratio | 6.50% | 6.50% |
Tier 1 capital to risk-weighted assets, actual amount | $ 546,218 | $ 366,121 |
Tier 1 capital to risk-weighted assets, ratio | 0.1390 | 0.1149 |
Tier 1 capital to risk-weighted assets, minimum for capital adequacy purposes amount | $ 235,785 | $ 191,238 |
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 | $ 314,379 | $ 254,984 |
Tier 1 capital to risk-weighted assets, ratio | 0.0800 | 0.0800 |
Preferred Stock (Details)
Preferred Stock (Details) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 |
Equity [Abstract] | ||
Number of shares authorized (in shares) | 10,000,000 | |
Preferred stock (USD per share) | $ 0.01 | |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Repurchases of Common Stock (De
Repurchases of Common Stock (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Equity [Abstract] | |||
Treasury stock purchased (in shares) | 1,901,000 | 0 | 0 |
Purchase of shares of treasury stock | $ 290,837,000 | ||
Treasury stock average cost (in dollars per share) | $ 152.99 |
Related Party Transaction (Deta
Related Party Transaction (Details) | 1 Months Ended | 12 Months Ended | ||||||||
Mar. 07, 2022 USD ($) installment | Jun. 01, 2021 USD ($) | Apr. 01, 2021 USD ($) | Jul. 01, 2020 USD ($) shares | Sep. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | Mar. 31, 2021 | Mar. 05, 2019 | |
Related Party Transaction [Line Items] | ||||||||||
Net cash consideration transferred to seller | $ 40,801,000 | |||||||||
Repurchase of non-controlling interest | $ 11,200,000 | $ 216,594,000 | $ 11,191,000 | |||||||
Contribution from non-controlling interest | $ 12,500,000 | 0 | 12,457,000 | |||||||
Number of installments | installment | 3 | |||||||||
Assets under management totaled amount | 1,432,300,000 | 956,500,000 | ||||||||
Investment management fees | 900,000 | 100,000 | ||||||||
Sale of stock, consideration received on transaction | $ 90,000,000 | |||||||||
Proceeds from issuance of convertible notes | 0 | 0 | $ 299,150,000 | |||||||
Sale of stock, percentage of ownership | 4.70% | |||||||||
Financing interest expense | 130,690,000 | 128,422,000 | $ 157,080,000 | |||||||
Level 3 | Derivative | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Derivative liability | 206,400,000 | |||||||||
PO Holding | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Repurchase of non-controlling interest | 254,400,000 | |||||||||
Purchase price | $ 234,000,000 | |||||||||
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 | |||||||||
Health Savings Account Assets of Bell Bank’s Healthcare Bank Division | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Due to related parties | $ 12,500,000 | |||||||||
Wellington Management Company LLP | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Related party, ownership interest | 8% | |||||||||
Revolving line-of-credit facility under Amended and Restated Credit Agreement | Level 2 | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Long-term debt outstanding amount | $ 0 | 119,800,000 | ||||||||
Revolving line-of-credit facility under Amended and Restated Credit Agreement | Bell Bank | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Long-term debt outstanding amount | 0 | |||||||||
Health Savings Account Assets of Bell Bank’s Healthcare Bank Division | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Net cash consideration transferred to seller | 200,000,000 | |||||||||
Deferred payments | $ 25,000,000 | 28,700,000 | ||||||||
Common Stock Issued | Private Placement | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Sale of stock, number of shares Issued in transaction (in shares) | shares | 577,254 | |||||||||
Convertible Debt | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Financing interest expense | 20,200,000 | 20,900,000 | ||||||||
Accured interest payable | 9,200,000 | 9,200,000 | ||||||||
Convertible Debt | Level 2 | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Long-term debt outstanding amount | 310,000,000 | 310,000,000 | ||||||||
Tranche A term loan | Secured debt | Revolving line-of-credit facility under Amended and Restated Credit Agreement | Bell Bank | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Line of credit facility, remaining borrowing capacity | 50,000,000 | |||||||||
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 | |||||||||
Proceeds from issuance of convertible notes | $ 299,200,000 | |||||||||
Healthcare Bank | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Ownership percentage by noncontrolling interest | 4.53% | 4.53% | 4.90% | |||||||
U.S. Health | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Ownership percentage by noncontrolling interest | 4.53% | |||||||||
Discovery Benefits, Inc. | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Ownership percentage by noncontrolling interest | 4.53% | 4.90% |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Event $ in Millions | Jan. 03, 2023 USD ($) employee |
Subsequent Event [Line Items] | |
Number of assembled workforce employees acquired | employee | 180 |
Designing and Developing Software Business | |
Subsequent Event [Line Items] | |
Percentage of voting interests acquired | 100% |
Purchase price | $ 6 |
Business combination, consideration payable | 4.5 |
Business combination, consideration holdback | $ 1.5 |