Attached files

file filename
EX-10.1 - EXHIBIT 10.1 - WEX Inc.wex2015331ex101.htm
EX-32.2 - EXHIBIT 32.2 - WEX Inc.wex20150331ex322.htm
EX-31.1 - EXHIBIT 31.1 - WEX Inc.wex20150331ex311.htm
EX-31.2 - EXHIBIT 31.2 - WEX Inc.wex20150331ex312.htm
EX-32.1 - EXHIBIT 32.1 - WEX Inc.wex20150331ex321.htm
EXCEL - IDEA: XBRL DOCUMENT - WEX Inc.Financial_Report.xls

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 _________________________________________
FORM 10-Q
  _________________________________________
(Mark One)
ý
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2015
OR
¨
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                      to                     
Commission file number: 001-32426
  _________________________________________
 
WEX INC.
(Exact name of registrant as specified in its charter)
  _________________________________________
Delaware
 
01-0526993
(State or other jurisdiction of
incorporation or organization)
 
(I.R.S. Employer
Identification No.)
 
 
97 Darling Avenue, South Portland, Maine
 
04106
(Address of principal executive offices)
 
(Zip Code)
(207) 773-8171
(Registrant’s telephone number, including area code) 
 _________________________________________
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    ý  Yes    ¨  No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    ý  Yes    ¨  No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
 
ý
  
Accelerated filer
 
¨
Non-accelerated filer
 
¨  (Do not check if a smaller reporting company)
  
Smaller reporting company
 
¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    ¨  Yes    ý  No
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
Class
  
Outstanding at April 29, 2015
Common Stock, $0.01 par value per share
  
38,649,122 shares



TABLE OF CONTENTS
 
 
Page
 
 
 
PART I-FINANCIAL INFORMATION
 
 
 
Item 1.
 3
 
 
 
Item 2.
 25
 
 
 
Item 3.
 35
 
 
 
Item 4.
 35
 
 
 
PART II-OTHER INFORMATION
 
 
 
Item 1.
 36
 
 
 
Item 1A.
 36
 
 
 
Item 2.
 36
 
 
 
Item 6.
 37
 
 
             SIGNATURE
 
FORWARD-LOOKING STATEMENTS
The Private Securities Litigation Reform Act of 1995 provides a “safe harbor” for statements that are forward-looking and are not statements of historical facts. This Quarterly Report includes forward-looking statements including, but not limited to, statements about management’s plan and goals. Any statements in this Quarterly Report that are not statements of historical facts are forward-looking statements. When used in this Quarterly Report, the words “may,” “could,” “anticipate,” “plan,” “continue,” “project,” “intend,” “estimate,” “believe,” “expect” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such words. Forward-looking statements relate to our future plans, objectives, expectations and intentions and are not historical facts and accordingly involve known and unknown risks and uncertainties and other factors that may cause the actual results or performance to be materially different from future results or performance expressed or implied by these forward-looking statements. The following factors, among others, could cause actual results to differ materially from those contained in forward-looking statements made in this Quarterly Report, in press releases and in oral statements made by our authorized officers: the effects of general economic conditions on fueling patterns, payments, transaction processing activity and the commercial activity of fleets; the effects of the Company’s business expansion and acquisition efforts; the Company’s failure to successfully integrate the businesses it has acquired; the failure of corporate investments to result in anticipated strategic value; the impact and size of credit losses; the impact of changes to the Company's credit standard; breaches of the Company’s technology systems and any resulting negative impact on our reputation, or liabilities, or loss of relationships with customers or merchants; fuel price volatility; the Company’s failure to maintain or renew key agreements; failure to expand the Company’s technological capabilities and service offerings as rapidly as the Company’s competitors; the actions of regulatory bodies, including banking and securities regulators, or possible changes in banking regulations impacting the Company’s industrial bank and the Company as the corporate parent; the impact of foreign currency exchange rates on the Company’s operations, revenue and income; changes in interest rates; the impact of the Company’s outstanding notes on its operations; financial loss if the Company determines it necessary to unwind its derivative instrument position prior to the expiration of a contract; the incurrence of impairment charges if our assessment of the fair value of certain of our reporting units changes; the uncertainties of litigation; as well as other risks and uncertainties identified in Item 1A of our Annual Report for the year ended December 31, 2014, filed on Form 10-K with the Securities and Exchange Commission on February 26, 2015. Our forward-looking statements and these factors do not reflect the potential future impact of any, alliance, merger, acquisition, disposition or stock repurchases. The forward-looking statements speak only as of the date of the initial filing of this Quarterly Report and undue reliance should not be placed on these statements. We disclaim any obligation to update any forward-looking statements as a result of new information, future events or otherwise.


2


PART I
Item 1. Financial Statements.
WEX INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except per share data)
(unaudited) 
 
March 31,
2015
 
December 31,
2014
Assets
 
 
 
Cash and cash equivalents
$
511,017

 
$
284,763

Accounts receivable (less reserve for credit losses of $11,513 in 2015 and $13,919 in 2014)
1,804,688

 
1,865,538

Income taxes receivable
9,506

 
6,859

Available-for-sale securities
19,011

 
18,940

Fuel price derivatives, at fair value
31,624

 
40,969

Property, equipment and capitalized software (net of accumulated depreciation of $168,224 in 2015 and $169,382 in 2014)
108,166

 
105,596

Deferred income taxes, net
10,270

 
5,764

Goodwill
1,085,513

 
1,116,914

Other intangible assets, net
472,062

 
498,045

Other assets
201,120

 
175,506

Total assets
$
4,252,977

 
$
4,118,894

Liabilities and Stockholders’ Equity
 
 
 
Accounts payable
$
525,263

 
$
425,956

Accrued expenses
119,853

 
137,227

Deposits
1,133,569

 
979,553

Revolving line-of-credit facilities and term loan
815,872

 
901,564

Deferred income taxes, net
61,235

 
43,752

Notes outstanding
400,000

 
400,000

Other debt
51,160

 
52,975

Amounts due under tax receivable agreement
69,637

 
69,637

Other liabilities
12,516

 
13,919

Total liabilities
3,189,105

 
3,024,583

Commitments and contingencies (Note 14)

 

Redeemable non-controlling interest
13,647

 
16,590

Stockholders’ Equity
 
 
 
Common stock $0.01 par value; 175,000 shares authorized; 43,063 shares issued in 2015 and 43,021 in 2014; 38,733 shares outstanding in 2015 and 38,897 in 2014
431

 
430

Additional paid-in capital
179,590

 
179,077

Non-controlling interest
13,644

 
17,396

Retained earnings
1,104,075

 
1,081,730

Accumulated other comprehensive income
(75,173
)
 
(50,581
)
Less treasury stock at cost; 4,428 shares in 2015 and 4,218 shares in 2014
(172,342
)
 
(150,331
)
Total stockholders’ equity
1,050,225

 
1,077,721

Total liabilities and stockholders’ equity
$
4,252,977

 
$
4,118,894

See notes to unaudited condensed consolidated financial statements.

3


WEX INC.
CONDENSED CONSOLIDATED STATEMENTS OF
INCOME
(in thousands, except per share data)
(unaudited)
 
 
Three months ended
 March 31,
 
2015
 
2014
Revenues
 
 
 
Fleet payment solutions
$
128,490

 
$
135,435

Other payment solutions
73,795

 
46,633

Total revenues
202,285

 
182,068

Expenses
 
 
 
Salary and other personnel
58,417

 
43,902

Restructuring
8,559

 

Service fees
30,070

 
26,305

Provision for credit losses
3,914

 
9,090

Technology leasing and support
9,434

 
7,027

Occupancy and equipment
4,997

 
4,366

Depreciation, amortization and impairment
21,387

 
15,018

Operating interest expense
1,579

 
1,288

Cost of hardware and equipment sold
1,109

 
948

Other
15,794

 
12,587

Gain on divestiture
(1,215
)
 

Total operating expenses
154,045

 
120,531

Operating income
48,240

 
61,537

Financing interest expense
(12,088
)
 
(7,356
)
Net foreign currency (loss) gain
(4,376
)
 
1,033

Net realized and unrealized gain on fuel price derivative instruments
2,749

 
1,845

Income before income taxes
34,525

 
57,059

Income taxes
14,492

 
20,979

Net income
20,033

 
36,080

Less: Net loss attributable to non-controlling interests
(2,312
)
 
(462
)
Net earnings attributable to WEX Inc.
$
22,345

 
$
36,542

Net earnings attributable to WEX Inc. per share:
 
 
 
Basic
$
0.58

 
$
0.94

Diluted
$
0.57

 
$
0.93

Weighted average common shares outstanding:
 
 
 
Basic
38,859

 
38,966

Diluted
38,952

 
39,145

See notes to unaudited condensed consolidated financial statements.

4


WEX INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(in thousands)
(unaudited)
 
 
Three months ended
 March 31,
 
2015
 
2014
Net income
$
20,033

 
$
36,080

Changes in available-for-sale securities, net of tax effect of $53 and $43 for the three months ended March 31, 2015 and 2014
91

 
74

Foreign currency translation
(29,066
)
 
14,779

Comprehensive (loss) income
(8,942
)

50,933

Less: comprehensive (loss) income attributable to non-controlling interests
(6,695
)
 
318

Comprehensive (loss) income attributable to WEX Inc.
$
(2,247
)
 
$
50,615

See notes to unaudited condensed consolidated financial statements.

5


WEX INC.
CONDENSED CONSOLIDATED
STATEMENTS OF STOCKHOLDERS’ EQUITY
(in thousands)
(unaudited)
 
 
Common Stock
 
 
 
 
 
 
 
 
 
 
 
 
 
Shares
 
Amount at par
 
Additional
Paid-in Capital
 
Accumulated
Other
Comprehensive
Income (Loss)
 
Treasury
Stock
 
Retained
Earnings
 
Non-controlling interest in subsidiaries
 
Total
Stockholders’
Equity
Balance at December 31, 2013
38,987

 
$
429

 
$
168,891

 
$
(15,495
)
 
$
(130,566
)
 
$
879,519

 
$
519

 
$
903,297

Stock issued upon exercise of stock options
8

 

 
105

 

 

 

 

 
105

Tax benefit from stock option and restricted stock units

 

 
1,010

 

 

 

 

 
1,010

Stock issued upon vesting of restricted and deferred stock units
63

 
1

 
(1
)
 

 

 

 

 

Stock-based compensation, net of share repurchases for tax withholdings

 

 
(883
)
 

 

 

 

 
(883
)
Purchase of shares of treasury stock
(181
)
 

 

 

 
(16,948
)
 

 

 
(16,948
)
Changes in available-for-sale securities, net of tax effect of $43

 

 

 
74

 

 

 

 
74

Foreign currency translation

 

 

 
13,999

 

 

 
4

 
14,003

Net income

 

 

 

 

 
36,542

 
(295
)
 
36,247

Balance at March 31, 2014
38,877


$
430


$
169,122


$
(1,422
)

$
(147,514
)

$
916,061


$
228


$
936,905

Balance at December 31, 2014
38,897

 
$
430

 
$
179,077

 
$
(50,581
)
 
$
(150,331
)
 
$
1,081,730

 
$
17,396

 
$
1,077,721

Stock issued upon exercise of stock options
1

 

 
14

 

 

 

 

 
14

Tax expense from stock option and restricted stock units

 

 
(364
)
 

 

 

 

 
(364
)
Stock issued upon vesting of restricted and deferred stock units
45

 
1

 

 

 

 

 

 
1

Stock-based compensation, net of share repurchases for tax withholdings


 

 
863

 

 

 

 

 
863

Purchase of shares of treasury stock
(210
)
 

 

 

 
(22,011
)
 

 

 
(22,011
)
Changes in available-for-sale securities, net of tax effect of $53

 

 

 
91

 

 

 

 
91

Foreign currency translation

 

 

 
(24,683
)
 

 

 
(1,451
)
 
(26,134
)
Non-controlling interest investment

 

 

 

 

 

 

 

Net income (loss)

 

 

 

 

 
22,345

 
(2,301
)
 
20,044

Balance at March 31, 2015
38,733

 
$
431

 
$
179,590

 
$
(75,173
)
 
$
(172,342
)
 
$
1,104,075

 
$
13,644

 
$
1,050,225

See notes to unaudited condensed consolidated financial statements.

6


WEX INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)
 
Three months ended
 March 31,
 
2015
 
2014
Cash flows from operating activities
 
 
 
Net income
$
20,033

 
$
36,080

Adjustments to reconcile net income to net cash provided by (used for) operating activities:
 
 
 
Fair value change of fuel price derivatives
9,345

 
(2,823
)
Stock-based compensation
3,218

 
2,423

Depreciation, amortization and impairment
22,155

 
15,612

Gain on divestiture
(1,215
)
 

Deferred taxes
13,854

 
10,066

Foreign currency remeasurement
15,768

 

Restructuring charge
8,567

 

Provision for credit losses
3,914

 
9,090

Loss on disposal of property, equipment and capitalized software
145

 
338

Changes in operating assets and liabilities:
 
 
 
Accounts receivable
17,826

 
(271,782
)
Other assets
(25,512
)
 
(8,455
)
Accounts payable
110,331

 
131,448

Accrued expenses
(23,921
)
 
(6,499
)
Income taxes
(1,558
)
 
5,708

Other liabilities
(1,303
)
 
1,038

Net cash provided by (used for) operating activities
171,647

 
(77,756
)
Cash flows from investing activities
 
 
 
Purchases of property, equipment and capitalized software
(12,074
)
 
(11,382
)
Purchases of available-for-sale securities
(86
)
 
(70
)
Maturities of available-for-sale securities
159

 
93

Proceeds from divestiture
16,708

 

Net cash provided by (used for) investing activities
4,707

 
(11,359
)
Cash flows from financing activities
 
 
 
Excess tax benefits from equity instrument share-based payment arrangements
(364
)
 
1,010

Repurchase of share-based awards to satisfy tax withholdings
(2,355
)
 
(3,306
)
Proceeds from stock option exercises
14

 
104

Net change in deposits
155,715

 
101,288

Other debt
(485
)
 
3,429

Net activity on 2014 revolving credit facility
(72,431
)
 

Net activity on term loan
(6,875
)
 
(3,750
)
Purchase of shares of treasury stock
(22,011
)
 
(16,948
)
Net cash provided by financing activities
51,208

 
81,827

Effect of exchange rate changes on cash and cash equivalents
(1,308
)
 
574

Net change in cash and cash equivalents
226,254

 
(6,714
)
Cash and cash equivalents, beginning of period
284,763

 
361,486

Cash and cash equivalents, end of period
$
511,017

 
$
354,772

Supplemental cash flow information
 
 
 
Interest paid
$
17,698

 
$
13,262

Income taxes paid
$
2,745

 
$
4,041

See notes to unaudited condensed consolidated financial statements.

7


WEX INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except per share data)
(unaudited)
 
1.
Basis of Presentation
The acronyms and abbreviations identified below are used in the accompanying unaudited condensed consolidated financial statements and the notes thereto. The following is provided to aid the reader and provide a reference point when reviewing the unaudited condensed consolidated financial statements.
2011 Credit Agreement
 
Credit agreement entered into on May 23, 2011 among the Company, as borrower, WEX Card Holdings Australia Pty Ltd, a wholly-owned subsidiary of the Company, as specified designated borrower, Bank of America, N.A., as administrative agent and letter of credit issuer, and the other lenders party thereto
2013 Credit Agreement
 
Amended and restated credit agreement entered into on January 18, 2013 by and among the Company and certain of our subsidiaries, as borrowers, and WEX Card Holdings Australia Pty Ltd, as specified designated borrower, with a lending syndicate
2014 Amendment Agreement
 
Amendment and restatement agreement entered into on August 22, 2014, among the Company, the lenders party thereto, and Bank of America, N.A., as administrative agent
2014 Credit Agreement
 
Second amended and restated credit agreement entered into on August 22, 2014, by and among the Company and certain of our subsidiaries, as borrowers, and WEX Card Holding Australia
Adjusted Net Income or ANI
 
A non-GAAP metric that adjusts net earnings attributable to WEX Inc. for fair value changes of fuel-price related derivative instruments, the amortization of purchased intangibles, the expense associated with stock-based compensation, acquisition related expenses, the net impact of tax rate changes on the Company’s deferred tax asset and related changes in the tax-receivable agreement, deferred loan costs associated with the extinguishment of debt, certain non-cash asset impairment charges, restructuring charges, gains on the extinguishment of a portion of the tax receivable agreement, gain or losses on divestitures and adjustments attributable to non-controlling interests, as well as the related tax impacts of the adjustments

ASU 2014-09
 
Accounting Standards Update No. 2014-09 Revenue from Contracts with Customers (Topic 606)

ASU 2015-03
 
Accounting Standards Update No. 2015-03 Interest—Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs
ASU 2015-04
 
Accounting Standards Update No. 2015-04 Compensation—Retirement Benefits (Topic 715): Practical Expedient for the Measurement Date of an Employer’s Defined Benefit Obligation and Plan Assets
ASU 2015-05
 
Accounting Standards Update No. 2015-05 Intangibles—Goodwill and Other— Internal-Use Software (Subtopic 350-40) Customer’s Accounting for Fees Paid in a Cloud Computing Arrangement
Company
 
WEX Inc. and all entities included in the unaudited condensed consolidated financial statements
European fleet business
 
Primarily includes our European commercial fleet card portfolio acquired by the Company from ExxonMobil on December 1, 2014 ("Esso portfolio in Europe")
Evolution1
 
EB Holdings Corp. and its subsidiaries which includes Evolution1, Inc., acquired by the Company on July 16, 2014
FASB
 
Financial Accounting Standards Board
GAAP
 
Generally Accepted Accounting Principles in the United States
Indenture
 
Indenture dated as of January 30, 2013 among the Company, the guarantors listed therein, and The Bank of New York Mellon Trust Company, N.A., as trustee
NCI
 
Non-controlling interests
Notes
 
$400 million notes with a 4.75% fixed rate, issued on January 30, 2013
NOW deposits
 
Negotiable order of withdrawal deposits
Pacific Pride
 
Pacific Pride Services, LLC, previously a wholly owned subsidiary, sold on July 29, 2014
rapid! PayCard
 
rapid! PayCard, previously a line of business of the Company, sold on January 7, 2015
SEC
 
Securities and Exchange Commission
UNIK
 
UNIK S.A., the Company's Brazilian 51 percent majority owned subsidiary
WEX
 
WEX Inc.

8

WEX INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(in thousands, except per share data)
(unaudited)

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with GAAP for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. They do not include all information and notes required by GAAP for complete financial statements. However, except as disclosed herein, there have been no material changes in the information disclosed in the notes to the consolidated financial statements included in the Annual Report on Form 10-K of WEX Inc. for the year ended December 31, 2014. These unaudited condensed consolidated financial statements should be read in conjunction with the financial statements that are included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014, filed with the SEC on February 26, 2015. In the opinion of management, all adjustments (including normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three months ended March 31, 2015 are not necessarily indicative of the results that may be expected for any future quarter(s) or the year ending December 31, 2015.
Fair Value of Financial Instruments
The carrying values of cash and cash equivalents, accounts receivable, accounts payable, accrued expenses, and other liabilities approximate their respective fair values due to the short-term nature of such instruments. The carrying values of certificates of deposit, interest-bearing money market deposits, borrowed federal funds and credit agreement borrowings approximate their respective fair values as the interest rates on these financial instruments are variable. All other financial instruments are reflected at fair value on the condensed consolidated balance sheets.

2.
New Accounting Standards
In May 2014, the FASB issued ASU 2014-09 related to revenue recognition, which will supersede most existing revenue recognition guidance under U.S. GAAP. The new revenue recognition standard requires entities to recognize revenue for the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In April 2015, the Board tentatively decided to defer the original effective date of interim and annual reporting periods beginning after December 15, 2016 by one year. As a result, public entities would apply the new revenue standard to annual reporting periods beginning after December 15, 2017. Early adoption is permitted, but not before the original public entity effective date (that is, annual periods beginning after December 15, 2016). The standard permits the use of either the retrospective or cumulative effect transition method. The Company is evaluating the effect that ASU 2014-09 will have on its consolidated financial statements and related disclosures. The Company has not yet selected a transition method.
In April 2015, the FASB issued ASU 2015-03 related to the simplification of the presentation of debt issuance costs. The standard requires entities to present such costs in the balance sheet as a direct deduction from the related debt liability rather than as an asset. Amortization of the costs is reported as interest expense. The new standard is effective for interim and annual reporting periods beginning after December 15, 2015. Early adoption is permitted. Entities would apply the new guidance retrospectively to all prior periods and provide the applicable disclosures for a change in accounting principal: (i) the nature of and reason for the change in accounting principle; (ii) the transition method; (iii) a description of the prior-period information that has been retrospectively adjusted; and, (iv) the effect of the change on the financial statement line item. The adoption of this standard affects presentation only and, as such, is not expected to have a material impact on the Company's consolidated financial statements.
In April 2015, the FASB issued ASU 2015-04 related to using a practical expedient for the measurement date of an employer’s defined benefit obligation and plan assets.The new standard gives an entity with a fiscal year-end that does not coincide with a calendar month-end the ability, as a practical expedient, to measure its defined benefit retirement obligations and related plan assets as of the month-end that is closest to its fiscal year-end. Additionally, the new standard provides guidance on accounting for (i) contributions to the plan and (ii) significant events that require a remeasurement (e.g., a plan amendment, settlement, or curtailment) that occur during the period between a month-end measurement date and the employer’s fiscal year-end. An entity should reflect the effects of those contributions or significant events in the measurement of the retirement benefit obligations and related plan assets. As a separate practical expedient, an entity may elect to measure the effects of a significant event as of the calendar month-end closest to the date of the significant event. The new standard is effective for interim and annual reporting periods beginning after December 15, 2015. Early adoption is permitted and the new standard should be applied prospectively. The Company does not believe that the adoption of ASU 2014-05 will have a material impact on its results of operations.
In April 2015, the FASB issued ASU 2015-05 related to customer's accounting for fees paid in a cloud computing arrangement. The new standard requires a customer to determine whether a cloud computing arrangement contains a software license. If the arrangement contains a software license, the customer would account for the fees related to the software license element in a manner consistent with how the acquisition of other software licenses is accounted for under accounting guidance for internal-use software. Early adoption is permitted for all entities. An entity can elect to adopt the amendments either (i)

9

WEX INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(in thousands, except per share data)
(unaudited)

prospectively to all arrangements entered into or materially modified after the effective date or (ii) retrospectively. The Company does not believe that the adoption of ASU 2014-05 will have a material impact on its results of operations.

3.
Business Acquisitions
Esso portfolio in Europe
On December 1, 2014, the Company acquired certain assets of the Esso portfolio in Europe through a majority owned subsidiary, WEX Europe Services Limited. The Company formed this entity during 2013 and has 75 percent ownership. The Company paid $377,618 in cash, which includes an $80,000 advance payment made in the third quarter of 2014. The purchase price is subject to an estimated future working capital adjustment that is expected to be settled in 2015. The transaction was financed through the Company’s cash on hand and existing credit facility. Under the terms of the transaction, WEX purchased ExxonMobil’s commercial fleet fuel card program which includes operations, funding, pricing, sales and marketing in nine countries in Europe. As part of the transaction, both parties have agreed to enter into a long term supply agreement to serve the current and future Esso Card customers and to grow the business. The Company entered into this transaction in order to expand its presence in the European market and to broaden its international footprint, while laying the foundation for further expansion.
During the fourth quarter of 2014, the Company obtained preliminary information to assist in determining the fair values of certain tangible and intangible assets acquired and liabilities assumed in the Esso portfolio in Europe transaction. During the first quarter of 2015, the Company obtained additional information to assist in determining the fair values of certain tangible and intangible assets acquired and liabilities assumed as of the acquisition date. Based on such information, the Company retrospectively adjusted the fiscal year 2014 comparative information resulting in an increase in goodwill of $549, a decrease in accounts receivable of $2 and a decrease in other tangible assets and liabilities, net, including consideration receivable of $547. Based on such information, the Company recorded intangible assets and goodwill as described below. The Company is still reviewing the valuation as well as performing procedures to verify the completenesses and accuracy of the data used in the independent valuation of all assets and liabilities. The Company has not finalized the purchase accounting. Goodwill related to this transaction is expected to be deductible for income tax purposes. The results of operations for the Esso portfolio in Europe are presented in the Company's Fleet Payment Solutions segment.

The following is a summary of the preliminary allocation of the purchase price to the assets and liabilities acquired: 
Consideration paid (net of cash acquired and consideration receivable)
$
377,618

Less:
 
Accounts receivable
303,376

Other tangible assets and liabilities, net
(11,097
)
Licensing agreements(a)
36,979

Customer relationships(b)
7,720

Recorded goodwill
$
40,640

(a) 
Weighted average life – 4.6 years.
(b) 
Weighted average life – 7.2 years.

Supplemental pro forma financial information related to the Esso portfolio in Europe acquisition has not been provided as it would be impracticable to do so. Historical financial information regarding the acquired assets is not accessible and, thus, the amounts would require estimates to be significant and render the disclosure irrelevant.
Acquisition of Evolution1
On July 16, 2014, the Company acquired all of the outstanding stock of Evolution1, a leading provider of cloud-based technology and payment solutions within the healthcare industry, for approximately $532,174 in cash. The transaction was financed through the Company’s cash on hand and existing credit facility. Evolution1 developed and operates an all-in-one, multi-tenant technology platform, card products, and mobile offering that supports a full range of healthcare account types. This includes consumer-directed payments for health savings accounts, health reimbursement arrangements, flexible spending accounts, voluntary employee beneficiary associations, and defined contribution and wellness programs. The Company acquired Evolution1 to enhance the Company's capabilities and positioning in the growing healthcare market.

10

WEX INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(in thousands, except per share data)
(unaudited)

During the third quarter of 2014, the Company obtained preliminary information to assist in determining the fair values of certain tangible and intangible assets acquired and liabilities assumed in the Evolution1 acquisition. During the fourth quarter of 2014, the Company obtained additional information to assist in determining the fair values of certain tangible and intangible assets acquired and liabilities assumed as of the acquisition date. Based on such information, the Company recorded intangible assets and goodwill as described below. The Company is still reviewing the valuation of the tax assets and liabilities and has not finalized the purchase accounting. Evolution1 had previously recorded goodwill on its financial statements from a prior acquisition, some of which is expected to be deductible for tax purposes. The results of operations for Evolution1 are presented in the Company's Other Payment Solutions segment.

The following is a summary of the preliminary allocation of the purchase price to the assets and liabilities acquired: 
Consideration paid (net of cash acquired)
$
532,174

Less:
 
Accounts receivable
8,418

Accounts payable
(175
)
Deferred tax liabilities, net
(68,516
)
Other tangible assets and liabilities, net
(3,585
)
Acquired software and developed technology(a)
70,000

Customer relationships(b)
211,000

Trade name(c)
7,900

Trade name(d)
11,000

Recorded goodwill
$
296,132

(a) 
Weighted average life – 6.4 years.
(b) 
Weighted average life – 9.7 years.
(c) 
Weighted average life – 9.9 years.
(d) 
Indefinite-lived

The following represents unaudited pro forma operational results as if Evolution1 had been included in the Company’s unaudited condensed consolidated statements of operations as of the beginning of the fiscal period ended:
 
Three months ended
 March 31,
  
2014
Revenue
$
205,270

Net income attributable to WEX Inc.
$
38,581

Pro forma net income attributable to WEX Inc. per common share:
 
Net income per share – basic
$
0.99

Net income per share – diluted
$
0.99

The pro forma financial information assumes that the companies were combined as of January 1, 2013, and includes the business combination accounting impact from the acquisition, including acquisition related expenses, amortization charges from acquired intangible assets, interest expense for debt incurred in the acquisition and net income tax effects. The pro forma results of operations do not include any cost savings or other synergies that may result from the acquisition or any estimated integration costs that have been or will be incurred by the Company. The pro forma information as presented above is for informational purposes only and is not indicative of the results of operations that would have been achieved if the acquisition had taken place at the beginning of fiscal year 2014.

11

WEX INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(in thousands, except per share data)
(unaudited)



4.
Sale of Subsidiary and Assets
rapid! PayCard
On January 7, 2015, the Company sold the assets of its operations of rapid! PayCard for $20,000, subject to final working capital adjustments which resulted in a pre-tax gain of approximately $1,215. The Company's primary focus in the U.S. continues to be in the fleet, travel, and healthcare industries. As such, the Company divested the operations of rapid! PayCard. The operations of rapid! PayCard were not material to the Company's annual revenue, net income or earnings per share. The Company does not view this divestiture as a strategic shift in its Other Payment Solution segment.
Pacific Pride
On July 29, 2014, the Company sold its wholly owned subsidiary Pacific Pride for $49,664, which resulted in a pre-tax gain of $27,490. The transfer of the operations of Pacific Pride occurred on July 31, 2014. The Company decided to sell the operations of Pacific Pride as it did not align with the long-term strategy of the core fleet business. The operations of Pacific Pride were not material to the Company's annual revenue, net income or earnings per share. Simultaneously with the sale, the Company entered into a multi-year agreement with the buyer that will continue to allow WEX branded card acceptance at Pacific Pride locations. The Company does not view this divestiture as a strategic shift in its Fleet Payment Solution segment.

The following is a summary of the allocation of the assets and liabilities sold: 
Consideration received
$
49,664

Less:
 
Expenses associated with the sale
1,340

Accounts receivable
48,699

Accounts payable
(53,001
)
Other tangible assets and liabilities, net
828

Customer relationships
3,727

Trademarks and trade name
1,444

Goodwill
19,137

Gain on sale
$
27,490


5.
Reserves for Credit Losses
In general, the Company’s trade receivables provide for payment terms of 30 days or less. Beginning in the first quarter of 2015, the Company began to extend revolving credit to certain customers with respect to small fleet receivables. The portfolio of receivables consists of a large group of smaller balance homogeneous amounts that are collectively evaluated for impairment. No customer made up more than seven percent of the outstanding receivables at March 31, 2015.
As of March 31, 2015, approximately 95 percent of the outstanding balance of total trade accounts receivable was current and approximately 98 percent of the outstanding balance of total trade accounts receivable was less than 60 days past due. As of March 31, 2014, approximately 96 percent of the outstanding balance of total trade accounts receivable was current and approximately 99 percent of the outstanding balance was less than 60 days past due. The outstanding balance is made up of receivables from a wide range of industries.
The following table presents changes in reserves for credit losses related to accounts receivable:

12

WEX INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(in thousands, except per share data)
(unaudited)

 
Three months ended March 31,
 
2015
 
2014
Balance, beginning of period
$
13,919

 
$
10,396

Provision for credit losses
3,914

 
9,090

Charge-offs
(7,367
)
 
(8,107
)
Recoveries of amounts previously charged-off
1,210

 
1,697

Currency translation
(163
)
 
87

Balance, end of period
$
11,513

 
$
13,163

 

13

WEX INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(in thousands, except per share data)
(unaudited)

6.
Goodwill and Other Intangible Assets
Goodwill
The changes in goodwill during the first three months of 2015 were as follows:
 
Fleet Payment Solutions Segment
 
Other
Payment
Solutions
Segment
 
Total
Gross goodwill, January 1, 2015
$
759,998

 
$
374,424

 
$
1,134,422

Impact of foreign currency translation
(15,095
)
 
(3,920
)
 
(19,015
)
Sale of rapid! PayCard

 
(12,386
)
 
(12,386
)
Gross goodwill, March 31, 2015
744,903

 
358,118

 
1,103,021

Accumulated impairment, March 31, 2015
(1,337
)
 
(16,171
)
 
(17,508
)
Net goodwill, March 31, 2015
$
743,566

 
$
341,947

 
$
1,085,513

As described in Note 3, the Company adjusted the amount of goodwill as of December 31, 2014 in the accompanying unaudited condensed consolidated balance sheet to account for the measurement period adjustments to the Esso portfolio in Europe purchase price allocation.
The Company had no impairments to goodwill during the three months ended March 31, 2015.
Management is currently evaluating its internal reporting structure and is in the process of determining the impact of the changes on the Company’s segment and goodwill reporting.
Other Intangible Assets
The changes in other intangible assets during the first three months of 2015 were as follows:
 
 
Net
Carrying
Amount,
January 1,
2015
 
Amortization
 
Disposals
 
Impact of
foreign
currency
translation
 
Net Carrying
Amount, March 31, 2015
Definite-lived intangible assets
 
 
 
 
 
 
 
 
 
Acquired software and developed technology
$
119,509

 
$
(3,062
)
 
$

 
$
(1,984
)
 
$
114,463

Customer relationships
309,824

 
(7,695
)
 
(2,296
)
 
(4,450
)
 
295,383

Licensing agreements
35,715

 
(1,089
)
 

 
(3,792
)
 
30,834

Patent
1,245

 
(27
)
 

 
(107
)
 
1,111

Trade names
15,373

 
(286
)
 
(723
)
 
(198
)
 
14,166

Indefinite-lived intangible assets
 
 
 
 
 
 
 
 
 
Trademarks and trade names
16,379

 

 

 
(274
)
 
16,105

Total
$
498,045

 
$
(12,159
)
 
$
(3,019
)
 
$
(10,805
)
 
$
472,062

The following table presents the estimated amortization expense related to the definite-lived intangible assets listed above for the remainder of 2015 and for each of the five succeeding fiscal years: 
Remaining 2015
$
35,889

2016
$
47,444

2017
$
47,129

2018
$
43,702

2019
$
40,417

2020
$
37,025


14

WEX INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(in thousands, except per share data)
(unaudited)

Other intangible assets, net consist of the following:
 
March 31, 2015
 
December 31, 2014
 
Gross
Carrying
Amount
 
Accumulated
Amortization
 
Net Carrying
Amount
 
Gross
Carrying
Amount
 
Accumulated
Amortization
 
Net Carrying
Amount
Definite-lived intangible assets
 
 
 
 
 
 
 
 
 
 
 
Acquired software and developed technology
$
147,365

 
$
(32,902
)
 
$
114,463

 
$
150,458

 
$
(30,949
)
 
$
119,509

Customer relationships
381,810

 
(86,427
)
 
295,383

 
394,316

 
(84,492
)
 
309,824

Licensing agreements
32,225

 
(1,391
)
 
30,834

 
36,100

 
(385
)
 
35,715

Patent
2,543

 
(1,432
)
 
1,111

 
2,697

 
(1,452
)
 
1,245

Trademarks and trade names
16,555

 
(2,389
)
 
14,166

 
17,786

 
(2,413
)
 
15,373

 
$
580,498

 
$
(124,541
)
 
455,957

 
$
601,357

 
$
(119,691
)
 
481,666

Indefinite-lived intangible assets
 
 
 
 
 
 
 
 
 
 
 
Trademarks and trade names
 
 
 
 
16,105

 
 
 
 
 
16,379

Total
 
 
 
 
$
472,062

 
 
 
 
 
$
498,045


7.
Earnings per Share
The following is a reconciliation of the income and share data used in the basic and diluted earnings per share computations for the three months ended March 31, 2015 and 2014:
 
Three months ended
 March 31,
 
2015
 
2014
Net earnings attributable to WEX Inc. available for common stockholders – Basic and Diluted
$
22,345

 
$
36,542

Weighted average common shares outstanding – Basic
38,859

 
38,966

Unvested restricted stock units
76

 
153

Stock options
17

 
26

Weighted average common shares outstanding – Diluted
38,952

 
39,145

No material amount of shares were considered anti-dilutive during the periods reported.

15

WEX INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(in thousands, except per share data)
(unaudited)

8.
Derivative Instruments
The Company is exposed to certain market risks relating to its ongoing business operations. Derivative instruments are utilized to manage the Company's commodity price risk. The Company enters into put and call option contracts related to the Company’s commodity price risk, which are based on the wholesale price of gasoline and the retail price of diesel fuel and settle on a monthly basis. These put and call option contracts, or fuel price derivative instruments, are designed to reduce the volatility of the Company’s cash flows associated with its fuel price-related earnings exposure in North America.
During the fourth quarter of 2014 the Company suspended purchases under its fuel derivatives program due to unusually low prices in the commodities market. Management will continue to monitor the fuel price market and evaluate its alternatives as it relates to this hedging program.
Beginning in April 2014, the Company initiated a partial foreign currency exchange hedging program. The Company uses currency forward contracts to offset the foreign currency impact of balance sheet translation. Prior to the first quarter of 2015, the Company managed foreign currency exchange exposure on an intra-quarter basis. Beginning in the first quarter of 2015, the Company held foreign currency exchange contracts that were outstanding over the quarter-end period, minimized foreign cash balances, and expanded the scope of its hedging program to include more currencies. The realized and unrealized gains or losses on the currency forward contracts are reported in earnings within the same unaudited condensed consolidated statement of income line as the impact of the foreign currency translation, net foreign currency (loss) gain.
Accounting guidance requires companies to recognize all derivative instruments as either assets or liabilities at fair value in the unaudited condensed consolidated balance sheet. The Company’s fuel price derivative instruments and foreign currency instruments do not qualify for hedge accounting treatment under the current accounting guidance, and therefore, no such hedging designation has been made.
Derivatives Not Designated as Hedging Instruments
For derivative instruments that are not designated as hedging instruments, the gain or loss on the derivative is recognized in current earnings.
As of March 31, 2015, the Company had the following put and call option contracts related to the Company's commodity fuel price derivatives, which are not designated as hedging contracts and settle on a monthly basis: 
 
Aggregate
Notional
Amount
(gallons) (a)
Fuel price derivative instruments – unleaded fuel
 
Option contracts settling April 2015 – March 2016
23,947

Fuel price derivative instruments – diesel
 
Option contracts settling April 2015 – March 2016
11,790

Total fuel price derivative instruments
35,737

(a) 
The settlement of the put and call option contracts is based upon the New York Mercantile Exchange’s New York Harbor Reformulated Gasoline Blendstock for Oxygenate Blending and the U.S. Department of Energy’s weekly retail on-highway diesel fuel price for the month.
As of March 31, 2015, the Company had the following forward and spot contracts related to its foreign currency exchange contracts, which are not designated as hedging contracts and settle at various dates within approximately 40 days: 
 
Aggregate
Notional
Amount
($) 
Foreign currency exchange contracts
366,991


16

WEX INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(in thousands, except per share data)
(unaudited)

The following table presents information on the location and amounts of derivative fair values in the unaudited condensed consolidated balance sheets:
 
 
Derivatives Classified as Assets
 
Derivatives Classified as Liabilities
 
 
March 31, 2015
 
December 31, 2014
 
March 31, 2015
 
December 31, 2014
Derivatives Not Designated as Hedging Instruments
 
Balance
Sheet
Location
 
Fair
Value
 
Balance
Sheet
Location
 
Fair
Value
 
Balance
Sheet
Location
 
Fair
Value
 
Balance
Sheet
Location
 
Fair
Value
Commodity contracts
 
Fuel price
derivatives,
at fair value
 
$
31,624

 
Fuel price
derivatives,
at fair value
 
$
40,969

 
Fuel price
derivatives,
at fair value
 
$

 
Fuel price
derivatives,
at fair value
 
$

Foreign currency exchange contracts
 
Other assets
 
$
2,752

 
Other assets
 
$

 
Other liabilities
 
$

 
Other liabilities
 
$

The following table presents information on the location and amounts of derivative gains and losses in the unaudited condensed consolidated statements of income:
 
 
 
Amount of Gain or
(Loss) Recognized in
Income on  Derivative
Derivatives Not Designated as Hedging Instruments
Location of Gain or (Loss)
Recognized in
 
Three months ended March 31,
Income on Derivative
 
2015
 
2014
Commodity contracts
Net realized and unrealized gain (loss) on fuel price derivatives
 
$
2,749

 
$
1,845

Foreign currency exchange contracts
Net unrealized gain (loss) on currency forward contracts
 
$
2,752

 
$

 

9.
Financing and Other Debt
2014 Credit Agreement
As of March 31, 2015, we have $336,497 of borrowings against our $700,000 revolving credit facility. The outstanding debt under our amortizing term loan arrangement, which expires in January of 2018, totaled $479,375 at March 31, 2015 and $486,250 at December 31, 2014. As of March 31, 2015, amounts outstanding under the amortizing term loan bear interest at a rate of LIBOR plus 225 basis points. The revolving credit facility currently bears interest at a rate equal to, at our option, (a) LIBOR plus 225 basis points, (b) the prime rate plus 175 basis points for our domestic borrowings; and the Eurocurrency rate plus 225 basis points for our international borrowings.
UNIK debt
UNIK had approximately $6,160 of debt as of March 31, 2015, and $7,975 of debt as of December 31, 2014. UNIK's debt is comprised of various credit facilities held in Brazil, with various maturity dates. The weighted average annual interest rate was 13.4 percent as of March 31, 2015, and 13.9 percent as of December 31, 2014. This debt is classified in Other debt on the Company’s unaudited condensed consolidated balance sheets for the periods presented. 
Participation debt
During the second quarter of 2014, WEX Bank entered into an agreement with a third party bank to fund a customer balance that exceeded WEX Bank's lending limit to an individual customer. This borrowing carries a variable interest rate of 3-month LIBOR plus a margin of 2.25 percent.  The balance of the debt as of both March 31, 2015 and December 31, 2014, was $45,000,which, in each case, was secured by an interest in the underlying customer receivable. The participation debt balance

17

WEX INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(in thousands, except per share data)
(unaudited)

will fluctuate on a daily basis based on customer funding needs, and will range from $0 to $45,000. The participation debt agreement will mature on April 1, 2016. This debt is classified in Other debt on the Company’s unaudited condensed consolidated balance sheets for the periods presented. 

10.
Fair Value
The Company holds mortgage-backed securities, fixed income and equity securities, derivatives (see Note 8, Derivative Instruments) and certain other financial instruments which are carried at fair value. The Company determines fair value based upon quoted prices when available or through the use of alternative approaches, such as model pricing, when market quotes are not readily accessible or available. In determining the fair value of the Company’s obligations, various factors are considered, including: closing exchange or over-the-counter market price quotations; time value and volatility factors underlying options and derivatives; price activity for equivalent instruments; and the Company’s own credit standing.
These valuation techniques may be based upon observable and unobservable inputs. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Company’s market assumptions. These two types of inputs create the following fair value hierarchy:
Level 1 – Quoted prices for identical instruments in active markets.
Level 2 – Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable.
Level 3 – Instruments whose significant value drivers are unobservable.
The following table presents the Company’s assets that are measured at fair value and the related hierarchy levels as of March 31, 2015: 
 
 
 
Fair Value Measurements
at Reporting Date Using
 
March 31, 2015
 
Quoted Prices
in Active
Markets for
Identical
Assets
(Level 1)
 
Significant
Other
Observable
Inputs
(Level 2)
 
Significant
Unobservable
Inputs
(Level 3)
Assets:
 
 
 
 
 
 
 
Mortgage-backed securities
$
788

 
$

 
$
788

 
$

Asset-backed securities
1,079

 

 
1,079

 

Municipal bonds
494

 

 
494

 

Equity securities
16,650

 
16,650

 

 

Total available-for-sale securities
$
19,011

 
$
16,650

 
$
2,361

 
$

Executive deferred compensation plan trust (a)
$
6,406

 
$
6,406

 
$

 
$

Foreign currency exchange contracts(a)
$
2,752

 
$

 
$
2,752

 
$

Fuel price derivatives – unleaded fuel (b)
$
21,363

 
$

 
$
21,363

 
$

Fuel price derivatives – diesel (b)
10,261

 

 

 
10,261

       Total fuel price derivatives
$
31,624


$


$
21,363


$
10,261

 
(a) 
The fair value of these instruments is recorded in Other assets.
(b) 
The balance sheet presentation combines unleaded fuel and diesel fuel positions.

18

WEX INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(in thousands, except per share data)
(unaudited)

The following table presents the Company’s assets and liabilities that are measured at fair value and the related hierarchy levels as of December 31, 2014:
 
 
 
Fair Value Measurements
at Reporting Date Using
 
December 31, 2014
 
Quoted Prices
in Active
Markets for
Identical Assets
(Level 1)
 
Significant
Other
Observable
Inputs
(Level 2)
 
Significant
Unobservable
Inputs
(Level 3)
Assets:
 
 
 
 
 
 
 
Mortgage-backed securities
$
810

 
$

 
$
810

 
$

Asset-backed securities
1,165

 

 
1,165

 

Municipal bonds
554

 

 
554

 

Equity securities
16,411

 
16,411

 

 

Total available-for-sale securities
$
18,940

 
$
16,411

 
$
2,529

 
$

Executive deferred compensation plan trust (a)
$
5,927

 
$
5,927

 
$

 
$

Fuel price derivatives – unleaded fuel (b)
$
29,120

 
$

 
$
29,120

 
$

Fuel price derivatives – diesel (b)
11,849

 

 

 
11,849

Total fuel price derivatives
$
40,969

 
$

 
$
29,120

 
$
11,849

(a) 
The fair value of these instruments is recorded in Other assets.
(b) 
The balance sheet presentation combines unleaded fuel and diesel fuel positions.

The following table presents a reconciliation of the beginning and ending balances for assets and liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) during the three months ended:
 
 
March 31, 2015
 
March 31, 2014
 
 
Fuel Price
Derivatives –
Diesel
 
Fuel Price
Derivatives –
Diesel
Beginning balance
 
$
11,848

 
$
(2,142
)
Total gains and (losses) – realized/unrealized
 
 
 
 
Included in earnings (a)
 
(1,587
)
 
1,519

Included in other comprehensive income
 

 

Purchases, issuances and settlements
 

 

Transfers (in)/out of Level 3
 

 

Ending balance
 
$
10,261

 
$
(623
)
 
(a)Gains and losses (realized and unrealized) associated with fuel price derivatives, included in earnings for the three months ended March 31, 2015 and 2014, are reported in net realized and unrealized losses on fuel price derivatives on the unaudited condensed consolidated statements of income.
 
 
 
 
 
$400 Million Notes outstanding
The Notes outstanding as of March 31, 2015, have a carrying value of $400,000 and fair value of $397,000. As of December 31, 2014, the carrying value of the $400,000 in Notes outstanding had a fair value of $388,000. The fair value is based on market rates for the issuance of our debt. The Company determined the fair value of its Notes outstanding are classified as Level 2 in the fair value hierarchy.
Available-for-sale securities and executive deferred compensation plan trust
When available, the Company uses quoted market prices to determine the fair value of available-for-sale securities; such items are classified in Level 1 of the fair-value hierarchy. These securities primarily consist of exchange-traded equity securities.

19

WEX INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(in thousands, except per share data)
(unaudited)

For mortgage-backed and asset-backed debt securities and bonds, the Company generally uses quoted prices for recent trading activity of assets with similar characteristics to the debt security or bond being valued. The securities and bonds priced using such methods are generally classified as Level 2. The obligations related to the deferred compensation plan trust are classified as Level 1 in the fair value hierarchy because the fair value is determined using quoted prices for identical instruments in active markets.
Foreign currency exchange contracts
Derivatives include foreign currency forward contracts. Our foreign currency forward contracts are valued using an income approach (Level 2) based on the spot rate less the contract rate multiplied by the notional amount. We consider counterparty credit risk in the valuation of our derivatives. However, counterparty credit risk did not impact the valuation of our derivatives during the first quarter of 2015.
Fuel price derivative instruments
The majority of fuel price derivative instruments entered into by the Company are executed over-the-counter and are valued using internal valuation techniques, as no quoted market prices exist for such instruments. The valuation technique and inputs depend on the type of derivative and the nature of the underlying instrument. The principal technique used to value these instruments is a comparison of the spot price of the underlying instrument to its related futures curve adjusted for the Company’s assumptions of volatility and present value, where appropriate. The fair values of derivative contracts reflect the expected cash the Company will pay or receive upon settlement of the respective contracts.
The key inputs depend upon the type of derivative and the nature of the underlying instrument and include interest rate yield curves, the spot price of the underlying instruments, volatility, and correlation. The item is placed in either Level 2 or Level 3 depending on the observability of the significant inputs to the model. Correlation and inputs with longer tenures are generally less observable.
Fuel price derivative instruments – diesel. The assumptions used in the valuation of the diesel fuel price derivative instruments use both observable and unobservable inputs. There is a lack of price transparency with respect to forward prices for diesel fuel. Such unobservable inputs are significant to the diesel fuel derivative contract valuation methodology.
Quantitative Information About Level 3 Fair Value Measurements. The significant unobservable inputs used in the fair value measurement of the Company’s diesel fuel price derivative instruments designated as Level 3 as of March 31, 2015, are as follows:
 
Fair Value
 
Valuation
Technique
 
Unobservable Input
 
Range
$ per gallon
Fuel price derivatives – diesel
$
10,261

 
Option model
 
Future retail price of diesel fuel after March 31, 2015
 
$3.72 – 3.86
Sensitivity to Changes in Significant Unobservable Inputs. As presented in the table above, the significant unobservable inputs used in the fair value measurement of the Company’s diesel fuel price derivative instruments are the future retail price of diesel fuel from the second quarter of 2015 through the first quarter of 2016. Significant changes in these unobservable inputs in isolation would result in a significant change in the fair value measurement.

20

WEX INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(in thousands, except per share data)
(unaudited)




11.
Accumulated Other Comprehensive Income
A reconciliation of accumulated other comprehensive income for the three month periods ended March 31, 2015 and 2014, is as follows:
 
2015
 
2014
 
Unrealized
Gains and
Losses on
Available-
for-Sale
Securities
 
Foreign
Currency
Items
 
Unrealized
Gains and
Losses on
Available-
for-Sale
Securities
 
Foreign
Currency
Items
Beginning balance
$
(129
)
 
$
(50,452
)
 
$
(433
)
 
$
(15,062
)
Other comprehensive income (loss)
91

 
(24,683
)
 
74

 
13,999

Ending balance
$
(38
)
 
$
(75,135
)
 
$
(359
)
 
$
(1,063
)
 
 
 
 
 
 
 
 
No amounts were reclassified from accumulated other comprehensive income in the periods presented.
The change in foreign currency items is primarily due to the foreign currency translation of non-cash assets such as goodwill and other intangible assets related to the Company's foreign subsidiaries.
The total tax effect on accumulated unrealized losses, as of March 31, 2015, was $2,155, and the total tax effect on accumulated unrealized losses, as of March 31, 2014, was $831.

12.
Non-controlling interests
On August 30, 2012, the Company acquired a 51 percent ownership interest in UNIK. Redeemable non-controlling interest was measured at fair value at the date of acquisition. The redeemable non-controlling interest is reported on the Company’s unaudited condensed consolidated balance sheets as “Redeemable non-controlling interest."
A reconciliation of redeemable non-controlling interest for the three month periods ended March 31, 2015 and March 31, 2014, is as follows:
 
Three months ended
 March 31,
 
2015
 
2014
Balance, beginning of period
$
16,590

 
$
18,729

Net loss attributable to redeemable non-controlling interest
(11
)
 
(167
)
Currency translation adjustment
(2,932
)
 
776

Ending balance
$
13,647

 
$
19,338


On December 1, 2014, WEX acquired the assets of ExxonMobil's Esso portfolio in Europe through its majority owned subsidiary, WEX Europe Services Limited. The Company formed this entity during 2013 and has 75 percent ownership.

A reconciliation of non-controlling interest for the three month periods ended March 31, 2015 and March 31, 2014 is as follows:

21

WEX INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(in thousands, except per share data)
(unaudited)

 
Three months ended
 March 31,
 
2015
 
2014
Balance, beginning of period
$
17,396

 
$
519

Net loss attributable to non-controlling interest
(2,301
)
 
(295
)
Currency translation adjustment
(1,451
)
 
4

Ending balance
$
13,644


$
228


22

WEX INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(in thousands, except per share data)
(unaudited)


13.
Income Taxes
Undistributed earnings of certain foreign subsidiaries of the Company amounted to $8,731 at March 31, 2015, and $7,733 at December 31, 2014. These earnings are considered to be indefinitely reinvested, and accordingly, no U.S. federal and state income taxes have been provided thereon. Upon distribution of these earnings in the form of dividends or otherwise, the Company would be subject to both U.S. income taxes (subject to an adjustment for foreign tax credits) and withholding taxes payable to the various foreign countries. The Company has determined that the amount of taxes attributable to these undistributed earnings is not practicably determinable.

14.
Commitments and Contingencies
Litigation
The Company is involved in pending litigation in the ordinary course of business. In the opinion of management, such litigation will not have a material adverse effect on the Company’s consolidated financial position, results of operations or cash flows.
 
15.
Restructuring
In the first quarter of 2015 the Company recorded restructuring costs of approximately $8,559 related to the Company's global review of operations. This global review identified certain initiatives to further streamline the business, improve the Company's efficiency, and to globalize the Company's operations, all with an objective to improve scale and increase profitability going forward. The costs related to this initiative are employee termination benefits and are expected to be paid during the remainder of 2015 and 2016. The Company has determined that the amount of expense related to this program is probable and estimable and has recorded the impact on the unaudited condensed consolidated statements of income and in Accrued expenses on the unaudited condensed consolidated balance sheet.

16.
Segment Information
Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing performance. The Company’s chief operating decision maker is its Chief Executive Officer. The operating segments are reviewed separately because each operating segment represents a strategic business unit that generally offers different products and serves different markets. The operating segments are aggregated into the two reportable segments as described below.
The Company’s chief operating decision maker evaluates the operating results of the Company’s operating and reportable segments based upon revenues and adjusted pre-tax income before NCI which adjusts income before income taxes for fair value changes of fuel price derivative instruments, the amortization of acquired intangible assets, the expense associated with stock-based compensation, acquisition related expenses and adjustments, the net impact of tax rate changes on the Company’s deferred tax asset and related changes in the tax-receivable agreement, deferred loan costs associated with the extinguishment of debt, certain non-cash asset impairment charges, gains on the extinguishment of a portion of the tax receivable agreement, restructuring charges, gain or losses on divestitures and adjustments attributable to non-controlling interests.
The Company operates in two reportable segments, Fleet Payment Solutions and Other Payment Solutions. The Fleet Payment Solutions segment provides customers with payment and transaction processing services specifically designed for the needs of vehicle fleet customers. This segment also provides information management services to these fleet customers. The Other Payment Solutions segment provides customers with a payment processing solution for their corporate purchasing and transaction monitoring needs. Revenue in this segment is derived from our corporate purchase cards and virtual and prepaid card products. The corporate purchase card products are used by businesses to facilitate purchases of products and to utilize the Company’s information management capabilities. The results of operations for Evolution1 are presented in the Company's Other Payment Solutions segment. Evolution1 contributed net revenues of approximately $24,828 and are not significant to

23

WEX INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(in thousands, except per share data)
(unaudited)

the adjusted pre-tax income before NCI. Management is currently evaluating its internal reporting structure and is in the process of determining the impact of the changes on the Company’s segment and goodwill reporting.
Net realized and unrealized losses on derivative instruments are allocated to the Fleet Payment Solutions segment in the computation of segment results for internal evaluation purposes. Total assets are not allocated to the segments.
The following table presents the Company’s reportable segment results on an adjusted pre-tax net income before NCI basis for the three months ended March 31, 2015 and 2014:
 
Total
Revenues
 
Operating
Interest
Expense
 
Depreciation
and
Amortization
 
Adjusted Pre-Tax Income before NCI
Three months ended March 31, 2015
 
 
 
 
 
 
 
Fleet payment solutions
$
128,490

 
$
740

 
$
7,458

 
$
44,928

Other payment solutions
73,795

 
839

 
1,770

 
21,663

Total
$
202,285

 
$
1,579

 
$
9,228

 
$
66,591

Three months ended March 31, 2014
 
 
 
 
 
 
 
Fleet payment solutions
$
135,435

 
$
524

 
$
6,377

 
$
47,674

Other payment solutions
46,633

 
764

 
354

 
17,272

Total
$
182,068

 
$
1,288

 
$
6,731

 
$
64,946

 
 
 
 
 
 
 
 
The following table reconciles adjusted pre-tax income before NCI to income before income taxes:
 
Three months ended
 March 31,
 
2015
 
2014
Adjusted pre-tax income before NCI
$
66,591

 
$
64,946

Unrealized (loss) gain on fuel price derivatives
(9,345
)
 
2,823

Amortization of acquired intangible assets
(12,159
)
 
(8,287
)
Stock-based compensation
(3,218
)
 
(2,423
)
Restructuring
(8,559
)
 

Gain on divestiture
1,215

 

Income before income taxes
$
34,525


$
57,059


17.
Subsequent Event
On April 28, 2015, the Company entered into a one year receivables securitization facility using as collateral certain receivables at our two of our Australian subsidiaries. Under the terms of the securitization facility, the Company sells an undivided ownership interest in the Australian receivables for up to AUD125,000 (approximately USD $100,000) in cash proceeds, subject to additional contributions.
The Company will pay a variable interest rate on the outstanding balance based on the Australian Bank Bill Rate, which as of April 30, 2015, was 2.20 percent, plus a margin payable monthly in arrears and an arrangement fee upon closing of the securitization facility.


24


Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
We intend for this discussion to provide the reader with information that will assist in understanding our financial statements, the changes in key items in those financial statements from year to year, and the primary factors that accounted for those changes, as well as how certain accounting estimates affect our financial statements. The discussion also provides information about the financial results of the two segments of our business to provide a better understanding of how those segments and their results affect our financial condition and results of operations as a whole. This discussion should be read in conjunction with our audited consolidated financial statements as of December 31, 2014, the notes accompanying those financial statements and management’s discussion and analysis as contained in our Annual Report on Form 10-K filed with the SEC on February 26, 2015 and in conjunction with the unaudited condensed consolidated financial statements and notes in Item 1 of Part I of this report.

Overview
WEX is a leading provider of corporate card payment solutions. We have expanded the scope of our business into a multi-channel provider of corporate payment solutions. We currently operate in two business segments: Fleet Payment Solutions and Other Payment Solutions. Our business model enables us to provide exceptional payment security and control across a spectrum of payment sectors. The Fleet Payment Solutions segment provides customers with fleet vehicle payment processing services specifically designed for the needs of commercial and government fleets. Fleet Payment Solutions revenue is earned primarily from payment processing, account servicing and transaction processing, with the majority of revenue generated by payment processing. Management estimates that WEX fleet cards are accepted at over 90 percent of fuel locations in each of the United States and Australia. The Other Payment Solutions segment provides customers with payment processing solutions for their corporate purchasing and transaction monitoring needs through our payment products. Other Payment Solutions revenue is earned primarily from payment processing revenue from our virtual card product. The Other Payment Solutions segment has operations in North America, Europe, Australia and Brazil.
The Company’s U.S. operations include WEX, Fleet One,WEX Bank and Evolution1. Our international operations include our wholly-owned subsidiaries WEX Fuel Cards Australia, WEX Prepaid Cards Australia, WEX New Zealand and WEX Europe, located in England, and our majority equity positions in UNIK, a Brazil based company, and our majority owned subsidiary WEX Europe Services, located in the United Kingdom.

Summary
Below are selected items from the first quarter of 2015:
Other payment solutions purchase volume grew by approximately $1.4 billion from the first quarter of 2014 to $5.0 billion for the first quarter of 2015, an increase of 37 percent, primarily driven by our acquisition of Evolution1 in July of 2014 and also due to virtual card volume increases.
Average number of vehicles serviced increased 19 percent from the first quarter of 2014 to approximately 9.3 million for the first quarter of 2015, primarily related to our European fleet business.
Total fuel transactions processed increased 6 percent from the first quarter of 2014 to 98.1 million for the first quarter of 2015. Total payment processing transactions in our Fleet Payment Solutions segment increased 12 percent to 81.9 million for the first quarter of 2015 as compared to the same quarter in 2014. Transaction processing transactions decreased 16 percent to 16.2 million for the first quarter of 2015, as compared to the same quarter in 2014, primarily due to the divestiture of Pacific Pride in July of 2014.
Average expenditure per payment processing transaction in our Fleet Payment Solutions segment decreased 24 percent to $65.23 for the first quarter of 2015, from $85.94 for the same period in the prior year. The average U.S. fuel price per gallon during the first quarter of 2015 was $2.57, a 29 percent decrease over the same period in the prior year. The average Australian fuel price per gallon during the first quarter of 2015 was $3.73, a 30 percent decrease as compared to the same period in the prior year. Although we have partially hedged against the impact of domestic fuel price fluctuations on earnings, if prices remain low, our future revenue and earnings will be negatively impacted.
Credit loss expense in the Fleet Payment Solutions segment was $3.6 million during the first quarter of 2015, as compared to $8.9 million during the first quarter of 2014. Spend volume decreased 15 percent in the first quarter of 2015, as compared to the same quarter last year and our credit losses were 6.8 basis points of fuel expenditures for the first quarter of 2015, as compared to 14.1 basis points of fuel expenditures for the same period last year.
Realized gains on our fuel price derivatives during the first quarter of 2015 were $12.1 million as compared to a realized loss of $1.0 million for the same period in the prior year.

25


In the first quarter of 2015, we experienced fluctuations in exchange rates that resulted in a significant devaluation of major currencies to which our business is exposed, including the Australian dollar, the Euro and the British Pound Sterling. Our foreign currency exchange exposure is primarily related to the re-measurement of our cash, receivable and payable balances that are denominated in these foreign currencies. In April 2014, we initiated a partial foreign currency exchange hedging program, which we expanded in the first quarter of 2015. Movements in these exchange rates associated with our foreign held currencies combined with the results of our foreign currency exchange hedging program resulted in a loss of $4.4 million for the first quarter of 2015.
Our effective tax rate was 42.0 percent for the first quarter of 2015 as compared to 36.8 percent for the first quarter of 2014. Discrete items in the first quarter of 2015, including prior year true-ups as well as the tax effects of restructuring charges booked in the first quarter of 2015, contributed to the higher effective tax rate, as compared to the first quarter of 2014. Future tax rates may fluctuate due to changes in the mix of earnings among different tax jurisdictions. Our tax rate may also fluctuate due to the impacts that rate and mix changes have on our net deferred tax assets. We anticipate that our future GAAP effective tax rate should be within the range of our historical rates.

26



Results of Operations
Fleet Payment Solutions
The following table reflects comparative operating results and key operating statistics within our Fleet Payment Solutions segment:
(in thousands, except per transaction and per gallon data)
Three months ended March 31,
 
Increase (decrease)
2015
 
2014
 
Amount
 
Percent
Revenues
 
 
 
 
 
 
 
Payment processing revenue
$
72,943

 
$
85,702

 
$
(12,759
)
 
(15
)%
Transaction processing revenue
4,683

 
4,890

 
(207
)
 
(4
)%
Account servicing revenue
23,883

 
19,355

 
4,528

 
23
 %
Finance fees
18,995

 
17,320

 
1,675

 
10
 %
Other
7,986

 
8,168

 
(182
)
 
(2
)%
Total revenues
128,490

 
135,435

 
(6,945
)
 
(5
)%
Total operating expenses
103,873

 
88,732

 
15,141

 
17
 %
Operating income
24,617


46,703

 
(22,086
)
 
(47
)%
Net foreign currency loss
(356
)
 
(117
)
 
(239
)
 
204
 %
Financing interest expense
(9,237
)
 
(7,356
)
 
(1,881
)
 
26
 %
Net realized and unrealized gains on derivative instruments
2,749

 
1,845

 
904

 
49
 %
Income before income taxes
$
17,773

 
$
41,075

 
$
(23,302
)
 
(57
)%
 
 
 
 
 
 
 
 
Key operating statistics (a)
 
 
 
 
 
 
 
Payment processing revenue:
 
 
 
 
 
 
 
Payment processing transactions
81,934

 
73,327

 
8,607

 
12
 %
Average expenditure per payment processing transaction
$
65.23

 
$
85.94

 
$
(20.71
)
 
(24
)%
Average price per gallon of fuel
 
 
 
 
 
 
 
                     Domestic – ($/gal)
$
2.57

 
$
3.64

 
$
(1.07
)
 
(29
)%
                     Australia – ($/gal)
$
3.73

 
$
5.34

 
$
(1.61
)
 
(30
)%
Transaction processing revenue:
 
 
 
 
 
 
 
Transaction processing transactions (b)
16,177

 
19,254

 
(3,077
)
 
(16
)%
Account servicing revenue:
 
 
 
 
 
 
 
Average number of vehicles serviced
9,272

 
7,786

 
1,486

 
19
 %
(a) As of December 1, 2014, these key operating statistics include fuel related payment processing transactions and gallons of fuel from the European fleet business.
(b) As of July 31, 2014, excludes transactions from Pacific Pride LLC.


27


Revenues
Payment processing revenue decreased $12.8 million for the first quarter of 2015 as compared to the first quarter of 2014. This decrease is primarily due to a 29% decrease in the average domestic price per gallon of fuel in 2015 as compared to 2014. This decrease was partially offset by an increase in payment processing volume related to our European fleet business.
Our account servicing revenue increased $4.5 million for the first quarter of 2015 as compared to the same period in 2014. This increase is primarily due to growth in our WEX Telematics business as well as an increase in revenue related to our European fleet business.
Our finance fees revenue increased $1.7 million for the first quarter of 2015 as compared to the same period in 2014. The increase in the first quarter is primarily due to additional factoring revenue as well as higher late fees associated with changes to our waiver practice. Payments for customer receivables are due within thirty days or less. Late fee revenue is earned when a customer’s receivable balance becomes delinquent. The late fee is calculated using a stated late fee rate based on the outstanding balance. The absolute amount of such outstanding balances can be attributed to (i) changes in fuel prices; (ii) customer specific transaction volume; and (iii) customer specific delinquencies. Late fee revenue can also be impacted by (i) changes in late fee rates and (ii) increases or decreases in the number of customers with overdue balances.
Operating Expenses
The following table compares selected expense line items within our Fleet Payment Solutions segment for the three months ended:
 
 
 
 
 
Increase (decrease)
(in thousands)
March 31,
2015
 
March 31,
2014
 
Amount
 
Percent
Expense
 
 
 
 
 
 
 
Salary and other personnel
$
42,638

 
$
36,402

 
$
6,236

 
17
 %
Restructuring
$
8,559

 
$

 
$
8,559

 
NM

Service fees
$
12,199

 
$
9,478

 
$
2,721

 
29
 %
Provision for credit losses
$
3,642

 
$
8,892

 
$
(5,250
)
 
(59
)%
Technology leasing and support
$
5,621

 
$
4,559

 
$
1,062

 
23
 %
Depreciation, amortization and impairment
$
14,577

 
$
13,399

 
$
1,178

 
9
 %
NM - Not meaningful
Changes in operating expenses for the first quarter of 2015, as compared to the same period in the prior year, include the following:
Salary and other personnel expenses increased $6.2 million for the first quarter of 2015 as compared to the same period last year. The increase is primarily due to an increase in headcount related to our European fleet business.
In the first quarter of 2015 we recorded restructuring costs of approximately $8.6 million related to our global review of operations. The costs related to this initiative are employee termination benefits and are expected to be paid during the remainder of 2015 and 2016.
Service fees increased by $2.7 million for the first quarter of 2015 as compared to the same period last year. Service fees increased compared to the prior year due to expenses associated with the start up of our European fleet business program. This increase was partially offset by a decrease in service fees related to the divestiture of Pacific Pride that occurred on July 31, 2014.
Provision for credit losses decreased by $5.3 million for the first quarter of 2015 as compared to the same period in the prior year. We generally measure our credit loss performance by calculating credit losses as a percentage of total fuel expenditures on the payment processing transactions. This metric for credit losses was 6.8 basis points of fuel expenditures for the first quarter of 2015, compared to 14.1 basis points of fuel expenditures for the same period last year. We generally use a roll rate methodology to calculate the amount necessary for our ending receivable reserve balance. This methodology considers total receivable balances, recent charge off experience, recoveries on previously charged off accounts, and the dollars that are delinquent to calculate the total reserve. In addition, management undertakes a detailed evaluation of the receivable balances to help further ensure overall reserve adequacy. The reduced expense we recognized in the quarter is a reflection of lower fleet receivables as compared to the same quarter last year, primarily as a result of lower fuel prices.
Technology leasing and support expenses increased $1.1 million for the first quarter of 2015 as compared to the same period in the prior year. This increase is primarily due to the addition of the operations of our European fleet business.

28


Depreciation, amortization and impairment expenses increased $1.2 million for the first quarter of 2015 as compared to the same period in the prior year. This increase in depreciation expense is primarily related to depreciation and amortization expense related to the acquisition of the Esso portfolio in Europe. This increase was partially offset by a decrease in depreciation, amortization and impairment expenses related to the divestiture of Pacific Pride.
 
 
 
 
 
 
 
 
Fuel price derivatives
We own fuel price derivative instruments that we purchase on a periodic basis to manage the impact of the volatility in domestic fuel prices on our cash flows. These fuel price derivative instruments do not qualify for hedge accounting. Accordingly, realized and unrealized gains and losses on our fuel price sensitive derivative instruments affect our net income.
Changes in fair value and settlements of these instruments and the changes in average fuel prices in relation to the underlying strike price of the instruments are shown in the following table:
 
Three months ended
 March 31,
(in thousands, except per gallon data)
2015
 
2014
Fuel price derivatives, at fair value, beginning of period
$
40,969

 
$
(7,358
)
Net change in fair value
2,749

 
1,845

Cash payments on settlement
(12,094
)
 
978

Fuel price derivatives, at fair value, end of period
$
31,624

 
$
(4,535
)
Collar range:
 
 
 
Floor
$
3.34

 
$
3.38

Ceiling
$
3.40

 
$
3.44

Domestic average fuel price, beginning of period
$
2.56

 
$
3.53

Domestic average fuel price, end of period
$
2.55

 
$
3.69

Changes in fuel price derivatives for the three months ended March 31, 2015, as compared to the corresponding period a year ago, are attributable to the movements in fuel prices in the corresponding periods. As of March 31, 2015, the projected future price of fuel is below the average future floor price of our derivatives, resulting in a net asset on our unaudited condensed consolidated balance sheet. Losses that are realized on these derivatives are offset by higher payment processing revenue we receive because such revenues are dependent, in part, on the current price of fuel. Conversely, realized gains are offset by lower payment processing revenue.
During the fourth quarter of 2014 we suspended purchases under our fuel derivatives program due to unusually low prices in the commodities market. Management will continue to monitor the fuel price market and evaluate our alternatives as it relates to this hedging program. The Company currently does not plan to hedge our fuel price risk exposure for WEX Fuel Cards Australia,WEX PrePaid Cards Australia or the Esso portfolio in Europe as the earnings exposure to fuel price movements are typically more limited than it is domestically.
Loss on foreign currency transactions
In the first quarter of 2015, we experienced fluctuations in exchange rates that resulted in a significant devaluation of major currencies to which our business is exposed, including the Australian dollar, the Euro and the British Pound Sterling. Our foreign currency exchange exposure is primarily related to the re-measurement of our cash, receivable and payable balances that are denominated in these foreign currencies. Furthermore, the recent addition of the Esso portfolio has increased this type of exposure. In April 2014, we initiated a partial foreign currency exchange hedging program and expanded this program in the first quarter of 2015. The results of these hedges are recorded in Net foreign currency (loss) gain. We believe that our partial hedging program will help to mitigate the volatility associated with holding certain foreign currency balances. The fluctuations in exchange rates combined with the results of the foreign currency exchange hedging program resulted in a loss of $0.4 million for the first quarter of 2015.
Financing interest expense
Financing interest expense increased $1.9 million for the first quarter of 2015 as compared to the first quarter of the prior year. On August 22, 2014, we entered into the 2014 Credit Agreement. The 2014 Credit Agreement amends and restates the 2013 Credit Agreement. The 2014 Credit Agreement increased the outstanding amount of the term loans from $277.5 million to $500.0 million, and accordingly, financing interest expense related to the term loan outstanding was higher in the first quarter of 2015 as compared to the same period in 2014.

29


Other Payment Solutions
The following table reflects comparative operating results and key operating statistics within our Other Payment Solutions segment:
 
Three months ended
 March 31,
 
Increase (decrease)
(in thousands, except payment solutions purchase volume in millions)
2015
 
2014
 
Amount
 
Percent
Revenues
 
 
 
 
 
 
 
Payment processing revenue
$
44,492

 
$
31,902

 
$
12,590

 
39
 %
Transaction processing revenue
1,607

 
1,695