WEX Inc. - FORM 10-Q - November 8, 2017

Attached files

file	filename
EX-32.2 - EXHIBIT 32.2 - WEX Inc.	wex20170930ex322.htm
EX-32.1 - EXHIBIT 32.1 - WEX Inc.	wex20170930ex321.htm
EX-31.2 - EXHIBIT 31.2 - WEX Inc.	wex20170930ex312.htm
EX-31.1 - EXHIBIT 31.1 - WEX Inc.	wex20170930ex311.htm
EX-10.1 - EXHIBIT 10.1 - WEX Inc.	exhibit101.htm

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)



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

For the quarterly period ended September 30, 2017



☐	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)

N/A

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

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

Indicate by check mark whether the registrant has submitted electronically 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). ☒ Yes ☐ No

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



Large accelerated filer	☒		Accelerated filer	☐
Non-accelerated filer	☐	(Do not check if a smaller reporting company)	Smaller reporting company	☐
			Emerging growth company	☐

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

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

☐ Yes ☒ No

Number of shares of common stock outstanding as of October 31, 2017 was 42,909,927.

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TABLE OF CONTENTS



FORWARD–LOOKING STATEMENTS		3
ACRONYMS AND ABBREVIATIONS		4
PART I—FINANCIAL INFORMATION

Item 1.	Financial Statements	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	28
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	43
Item 4.	Controls and Procedures	43
PART II—OTHER INFORMATION

Item 1.	Legal Proceedings	44
Item 1A.	Risk Factors	44
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	44
Item 6.	Exhibits	45
SIGNATURE

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FORWARD–LOOKING STATEMENTS

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


•	the effects of general economic conditions on fueling patterns as well as payment and transaction processing activity;


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


•	changes in interest rates;


•	the impact of fluctuations in fuel prices;


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


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


•	competitive responses to any acquisitions;


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


•	the ability to successfully integrate the Company's acquisitions, including Electronic Funds Source LLC's operations and employees;


•	the ability to realize anticipated synergies and cost savings;


•	unexpected costs, charges or expenses resulting from an acquisition;


•	the Company's failure to successfully operate and expand ExxonMobil's European and Asian commercial fuel card programs;


•	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 standards;


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


•	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;


•	failure to successfully implement the Company's information technology strategies and capabilities in connection with its technology outsourcing and insourcing arrangements and any resulting cost associated with that failure;


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


•	the impact of the Company’s outstanding notes on its operations;


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


•	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 on Form 10-K for the year ended December 31, 2016, filed on March 6, 2017 and Item 1A. of Part II of the quarterly report on Form 10-Q for the three months ended March 31, 2017 filed on May 8, 2017, both filed with the Securities and Exchange Commission.

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.

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ACRONYMS AND ABBREVIATIONS

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



2014 Credit Agreement	Second amended and restated credit agreement entered into on August 22, 2014, by and among the Company and certain of its subsidiaries, as borrowers, WEX Card Holding Australia Pty Ltd., as designated borrower, and Bank of America, N.A., as administrative agent on behalf of consenting lenders
2016 Credit Agreement	Credit agreement entered into on July 1, 2016 by and among the Company and certain of its subsidiaries, as borrowers, WEX Card Holding Australia Pty Ltd., as designated borrower, and Bank of America, N.A., as administrative agent on behalf of the lenders
Adjusted operating income	A non-GAAP measure that adjusts operating income to exclude specified items that the Company's management excludes in evaluating segment performance, including acquisition and divestiture related expenses and adjustments including the amortization of purchased intangibles, the expense associated with stock-based compensation, restructuring and other costs and an impairment charge
ASU 2014-09	Accounting Standards Update No. 2014-09 Revenue from Contracts with Customers (Topic 606)
ASU 2016-09	Accounting Standards Update No. 2016-09 Compensation—Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting
ASU 2017-09	Accounting Standards Update No. 2017-09 Compensation—Stock Compensation (Topic 718): Scope of Modification Accounting
Australian Securitization Subsidiary	Southern Cross WEX 2015–1 Trust, a bankruptcy-remote subsidiary consolidated by the Company
Average expenditure per payment processing transaction	Average total dollars of spend in a funded fuel transaction
Company	WEX Inc. and all entities included in the unaudited condensed consolidated financial statements
EBITDA	A non-GAAP measure that adjusts income before income taxes to exclude interest, depreciation and amortization
EFS	Electronic Funds Source, LLC, a provider of customized corporate payment solutions for fleet and corporate customers with a focus on the large and mid-sized over-the-road fleets. On July 1, 2016, the Company acquired WP Mustang Topco LLC, the indirect parent of Electronic Funds Source, LLC and Warburg Pincus Private Equity XI (Lexington), LLC, an affiliated entity, from investment funds affiliated with Warburg Pincus LLC
European Fleet business	European commercial fleet card portfolio acquired from ExxonMobil
European Securitization Subsidiary	Gorham Trade Finance B.V., a bankruptcy-remote subsidiary consolidated by the Company
Evolution1	EB Holdings Corp. and its subsidiaries which includes Evolution1, Inc., acquired by the Company on July 16, 2014
FASB	Financial Accounting Standards Board
FDIC	Federal Deposit Insurance Corporation
GAAP	Generally Accepted Accounting Principles in the United States
Indenture	The Notes were issued pursuant to an 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 interest
NYSE	New York Stock Exchange
Notes	$400 million notes with a 4.75% fixed rate, issued on January 30, 2013
Over-the-road	Typically heavy trucks traveling long distances
Payment solutions purchase volume	Total amount paid by customers for transactions
Payment processing transactions	Funded payment transactions where the Company maintains the receivable for total purchase
SaaS	Software-as-a-service
SEC	Securities and Exchange Commission
Ticking fees	A fee incurred by a borrower to compensate the lender for maintaining a commitment of funds for the borrower for a period of time
Total fuel transactions	Total of transaction processing and payment processing transactions of our Fleet Solutions segment
Transaction processing transactions	Unfunded payment transactions where the Company is the processor and only has receivables for the processing fee
WEX	WEX Inc.
WEX Health	Evolution1 and Benaissance, collectively

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PART I

Item 1. Financial Statements.

WEX INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except per share data)

(unaudited)



	September 30, 2017			December 31, 2016
Assets
Cash and cash equivalents	$	251,118		$	190,930
Accounts receivable (net of allowances of $32,712 in 2017 and $20,092 in 2016)	2,595,371			2,054,701
Securitized accounts receivable, restricted	150,845			97,417
Income taxes receivable	12,904			10,765
Available-for-sale securities	23,584			23,525
Property, equipment and capitalized software (net of accumulated depreciation of $264,098 in 2017 and $228,336 in 2016)	185,350			167,278
Deferred income taxes, net	8,462			6,934
Goodwill	1,813,805			1,838,441
Other intangible assets (net of accumulated amortization of $375,004 in 2017 and $254,142 in 2016)	1,155,631			1,265,468
Other assets	344,058			341,638
Total assets	$	6,541,128		$	5,997,097
Liabilities and Stockholders’ Equity
Accounts payable	$	849,326		$	617,118
Accrued expenses	318,402			331,579
Deposits	1,091,530			1,118,823
Borrowed federal funds	28,462			—
Securitized debt	122,475			84,323
Revolving line of credit facilities and term loans, net	1,727,472			1,599,291
Deferred income taxes, net	149,605			152,906
Notes outstanding, net	396,085			395,534
Other debt	166,264			125,755
Amounts due under tax receivable agreement	38,375			47,302
Other liabilities	20,178			18,719
Total liabilities	4,908,174			4,491,350
Commitments and contingencies
Stockholders’ Equity
Common stock $0.01 par value; 175,000 shares authorized; 47,349 shares issued in 2017 and 47,173 in 2016; 42,921 shares outstanding in 2017 and 42,841 in 2016	473			472
Additional paid-in capital	561,155			547,627
Non-controlling interest	8,446			8,558
Retained earnings	1,324,994			1,244,271
Accumulated other comprehensive loss	(89,772		)	(122,839		)
Treasury stock at cost; 4,428 shares in 2017 and 2016	(172,342		)	(172,342		)
Total stockholders’ equity	1,632,954			1,505,747
Total liabilities and stockholders’ equity	$	6,541,128		$	5,997,097

See notes to unaudited condensed consolidated financial statements.

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WEX INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(in thousands, except per share data)

(unaudited)



	Three Months Ended September 30,						Nine Months Ended September 30,
	2017			2016			2017			2016
Revenues
Payment processing revenue	$	145,702		$	146,182		$	423,434		$	383,319
Account servicing revenue	71,322			58,815			198,538			150,770
Finance fee revenue	50,879			36,138			136,336			92,348
Other revenue	56,099			46,621			160,935			101,184
Total revenues	324,002			287,756			919,243			727,621
Expenses
Salary and other personnel	92,321			76,706			261,717			206,778
Restructuring	4,639			2,531			6,799			7,626
Service fees	41,205			53,415			115,306			136,098
Provision for credit losses	19,614			9,489			47,927			19,849
Technology leasing and support	13,628			12,517			40,245			34,525
Occupancy and equipment	6,526			7,271			19,352			19,096
Depreciation and amortization	51,229			46,008			150,428			91,381
Operating interest expense	7,382			2,599			16,694			5,490
Cost of hardware and equipment sold	1,066			859			3,193			2,429
Impairment charge	—			—			16,175			—
Other expenses	22,669			21,793			69,351			57,018
Total operating expenses	260,279			233,188			747,187			580,290
Operating income	63,723			54,568			172,056			147,331
Financing interest expense	(25,754		)	(35,064		)	(81,449		)	(87,040		)
Net foreign currency gain	14,611			5,932			33,578			17,233
Net unrealized loss on interest rate swap agreements	(150		)	—			(849		)	—
Net realized and unrealized gain on fuel price derivatives	—			—			—			711
Non-cash adjustments related to tax receivable agreement	—			(168		)	—			(168		)
Income before income taxes	52,430			25,268			123,336			78,067
Income taxes	18,570			6,065			43,760			23,730
Net income	33,860			19,203			79,576			54,337
Less: Net loss from non-controlling interest	(111		)	(493		)	(886		)	(1,013		)
Net earnings attributable to shareholders	$	33,971		$	19,696		$	80,462		$	55,350

Net earnings attributable to WEX Inc. per share:
Basic	$	0.79		$	0.46		$	1.87		$	1.38
Diluted	$	0.79		$	0.46		$	1.87		$	1.38
Weighted average common shares outstanding:
Basic	43,014			42,788			42,963			40,126
Diluted	43,101			42,871			43,092			40,199

See notes to unaudited condensed consolidated financial statements.

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WEX INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(in thousands)

(unaudited)



	Three Months Ended September 30,						Nine Months Ended September 30,
	2017			2016			2017			2016
Net income	$	33,860		$	19,203		$	79,576		$	54,337
Changes in available-for-sale securities, net of tax (benefit) expense of $(10) and $(37) for the three months ended September 30, 2017 and 2016 and $53 and $123 for the nine months ended September 30, 2017 and 2016, respectively	(12		)	(62		)	97			209
Foreign currency translation	11,042			1,549			33,744			709
Comprehensive income	44,890			20,690			113,417			55,255
Less: Comprehensive gain (loss) attributable to non-controlling interest	122			(438		)	(112		)	(823		)
Comprehensive income attributable to WEX Inc.	$	44,768		$	21,128		$	113,529		$	56,078

See notes to unaudited condensed consolidated financial statements.

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WEX INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(in thousands)

(unaudited)



	Common Stock
	Shares	Amount		Additional Paid-In Capital			Accumulated Other Comprehensive Loss			Treasury Stock			Retained Earnings		Non-Controlling Interest			Total Stockholders' Equity
Balance at January 1, 2016	38,746	$	431	$	174,972		$	(103,451	)	$	(172,342	)	$	1,183,634	$	12,437		$	1,095,681
Stock issued upon exercise of stock options	21	—		283			—			—			—		—			283
Tax expense from stock option and restricted stock units	—	—		(300		)	—			—			—		—			(300		)
Stock issued upon vesting of restricted and deferred stock units	61	1		—			—			—			—		—			1
Stock-based compensation, net of share repurchases for tax withholdings	—	—		12,142			—			—			—		—			12,142
Changes in available-for-sale securities, net of tax expense of $123	—	—		—			209			—			—		—			209
Stock issued for July 1, 2016 purchase of EFS	4,012	40		354,913			—			—			—		—			354,953
Foreign currency translation	—	—		—			709			—			—		190			899
Net income (loss)	—	—		—			—			—			55,350		(1,013		)	54,337
Balance at September 30, 2016	42,840	$	472	$	542,010		$	(102,533	)	$	(172,342	)	$	1,238,984	$	11,614		$	1,518,205
Balance at January 1, 2017	42,841	$	472	$	547,627		$	(122,839	)	$	(172,342	)	$	1,244,271	$	8,558		$	1,505,747
Cumulative-effect adjustment¹	—	—		—			—			—			261		—			261
Stock issued upon exercise of stock options	11	—		595			—			—			—		—			595
Stock issued upon vesting of restricted and deferred stock units	69	1		(1		)	—			—			—		—			—
Stock-based compensation, net of share repurchases for tax withholdings	—	—		12,934			—			—			—		—			12,934
Changes in available-for-sale securities, net of tax expense of $53	—	—		—			97			—			—		—			97
Foreign currency translation	—	—		—			32,970			—			—		774			33,744
Net income (loss)	—	—		—			—			—			80,462		(886		)	79,576
Balance at September 30, 2017	42,921	$	473	$	561,155		$	(89,772	)	$	(172,342	)	$	1,324,994	$	8,446		$	1,632,954

¹Impact of modified retrospective transition as part of the Company's ASU 2016-09 adoption to recognize previously disallowed excess tax benefits that increased a net operating loss.

See notes to unaudited condensed consolidated financial statements.

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WEX INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(unaudited)



	Nine Months Ended September 30,
	2017			2016
Cash flows from operating activities
Net income	$	79,576		$	54,337
Adjustments to reconcile net income to net cash provided by (used for) operating activities:
Net unrealized loss (gain)	6,411			(17,402		)
Stock-based compensation	22,354			14,312
Depreciation and amortization	150,428			91,381
Ticking fees expensed	—			30,045
Debt restructuring and debt issuance cost amortization	5,935			10,649
Provision for deferred taxes	29,924			15,668
Provision for credit losses	47,927			19,849
Impairment charge	16,175			—
Changes in operating assets and liabilities, net of effects of acquisitions:
Accounts receivable	(595,804		)	(405,616		)
Other assets	(18,713		)	(44,051		)
Accounts payable	228,284			169,716
Accrued expenses	(7,740		)	1,572
Income taxes	(2,799		)	(12,993		)
Other liabilities	1,300			(416		)
Amounts due under tax receivable agreement	(8,927		)	(7,924		)
Net cash used for operating activities	(45,669		)	(80,873		)
Cash flows from investing activities
Purchases of property, equipment and capitalized software	(56,095		)	(45,016		)
Purchases of available-for-sale securities	(355		)	(5,716		)
Maturities of available-for-sale securities	445			450
Acquisitions and investment, net of cash	—			(1,089,280		)
Net cash used for investing activities	(56,005		)	(1,139,562		)
Cash flows from financing activities
Excess tax benefits from equity instrument share-based payment arrangements	—			391
Repurchase of share-based awards to satisfy tax withholdings	(9,420		)	(2,170		)
Proceeds from stock option exercises	595			284
Net change in deposits	(29,052		)	415,737
Increase in borrowed federal funds	28,462			—
Net activity on other debt	39,554			56,442
Net borrowings on 2016 revolving credit facility	143,597			96,100
Borrowings on 2016 term loans	—			1,643,000
Repayments on 2016 term loans	(26,063		)	(8,688		)
Net repayments on 2014 revolving credit facility	—			(205,549		)
Repayments on 2014 term loan	—			(458,750		)
Ticking fees paid	—			(22,171		)
Debt issuance costs	(438		)	(40,868		)
Net change in securitized debt	29,874			(1,696		)
Net cash provided by financing activities	177,109			1,472,062
Effect of exchange rate changes on cash and cash equivalents	(15,247		)	5,534
Net change in cash and cash equivalents	60,188			257,161
Cash and cash equivalents, beginning of period	190,930			279,989
Cash and cash equivalents, end of period	$	251,118		$	537,150

See notes to unaudited condensed consolidated financial statements.

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WEX INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except per share data)

(unaudited)



1.	Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with GAAP for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. 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 to 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, 2016. 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, 2016, filed with the SEC on March 6, 2017. 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 and nine months ended September 30, 2017 are not necessarily indicative of the results for any future periods or the year ending December 31, 2017.

The Company rounds amounts in the unaudited condensed consolidated financial statements to thousands and calculates all per-share data from underlying whole-dollar amounts. Thus, certain amounts may not recalculate based on reported numbers due to rounding.



2.	New Accounting Standards

Adopted During the Nine Months Ended September 30, 2017

Effective January 1, 2017, the Company adopted ASU 2016-09, which simplifies several aspects of accounting for employee share-based payment transactions, including the accounting for income taxes, forfeitures, statutory tax withholding requirements, and classification in the statement of cash flows. Prior to the adoption of this guidance, the Company recognized the net excess tax benefits of vested or settled awards in additional paid-in capital. This standard required prospective recognition of all the tax effects related to share-based payments in the income statement. The impact of adoption was recorded as a cumulative effect adjustment to Retained earnings of approximately $300. For the nine months ended September 30, 2017, the Company recognized approximately $1,600 of excess tax benefits within our income tax provision, which would have been recognized in additional paid-in-capital under previous guidance. For the three months ended September 30, 2017, the amount of excess tax benefits recognized was not material. The Company has elected to prospectively classify these excess tax benefits as cash flows from operating activities effective January 1, 2017. The Company will continue to estimate the number of awards expected to vest, rather than electing to account for forfeitures as they occur. Adoption of this standard has not impacted the Company's minimum statutory tax withholding practices.

In May 2017, the FASB issued ASU 2017-09, which clarifies when a change to the terms or conditions of a share-based payment award must be accounted for as a modification. Under the new guidance, an entity will not apply modification accounting to a share-based payment award if there is no change to the award’s fair value, vesting conditions and classification as an equity or liability instrument. The guidance is effective prospectively for all companies for annual periods beginning on or after December 15, 2017. The Company elected to early adopt this ASU and such adoption has not impacted the Company's consolidated financial statements and related disclosures.

Not Yet Adopted

In May 2014, the FASB issued ASU 2014-09 ("Topic 606"), which will supersede most existing revenue recognition guidance under 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 addition, the standard requires disclosure of the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers.

The Company will adopt this standard on January 1, 2018. The guidance permits two methods of adoption: full retrospective approach, which requires an entity to restate each prior period that is reported in the financial statements and modified retrospective approach, which requires a cumulative adjustment to retained earnings as of the effective date, without restatement of prior period amounts. The Company will adopt the standard using the modified retrospective method.

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WEX INC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(in thousands, except per share data)

(unaudited)

Topic 606 does not apply to rights or obligations associated with financial instruments (e.g. interest income), including the Company’s finance fee and interest income from banking relationships and cardholders. In addition, fees associated with cardholder arrangements are outside the scope of Topic 606. As a result of further internal analysis, management now estimates approximately 25 percent of consolidated revenues for the period ended December 31, 2016 are outside the scope of Topic 606.

The Company’s revenue from discount and interchange, transaction processing and certain fees is within the scope of Topic 606. FASB and its Transition Resource Group have issued clarifications on various aspects of ASU 2014-09. Those clarifications, along with the guidance under Topic 606 support the conclusion that timing and measurement of revenue associated with the Company’s transaction processing services, including discount and interchange and other transaction processing fees, will not be significantly impacted by the new standard. Management estimates approximately 70 percent of consolidated revenues for the period ended December 31, 2016 will remain substantially unchanged under the new standard.

Under the new guidance certain costs to obtain a contract, such as sales commissions are to be capitalized and amortized over the life of the contract, with a practical expedient available for contracts under one year in duration. Sales commissions expensed were approximately $20,000 for the year ended December 31, 2016. The Company currently anticipates that the treatment of over 90 percent of commission expenses will remain unchanged and will continue to be expensed.

The Company is currently in the process of implementing changes to its accounting policies, business processes and internal controls to support the recognition, measurement and disclosure requirements under the new standard.



3.	Business Acquisition

EFS

On July 1, 2016, the Company acquired all of the outstanding membership interests of EFS, a provider of customized payment solutions for fleet and corporate customers with a focus on the large and mid-sized over-the-road fleets. The acquisition enabled the Company to expand its customer footprint and to utilize EFS' technology to better serve the needs of all fleet customers.

In consideration for the acquisition of EFS, the Company issued 4,012 shares of its common stock valued at approximately $355,000 based on the July 1, 2016 closing price of the Company's common stock on the NYSE. This represented approximately 9.4 percent of the Company's outstanding common stock after giving effect to the issuance of the new shares in connection with this acquisition. The cash consideration for the transaction totaled approximately $1,182,000, and was funded with amounts received under the 2016 Credit Agreement described further in Note 7, Financing and Other Debt. The value of the total cash and stock consideration paid for the acquisition of EFS was approximately $1,444,000, net of $93,000 in cash acquired.

The Company obtained information to determine the fair values of certain assets acquired and liabilities assumed throughout the one year measurement period and recorded adjustments to the assets acquired and liabilities assumed, resulting in the recording of other intangible assets and goodwill as described below. Goodwill is calculated as the consideration in excess of net assets recognized and represents the future economic benefits arising from other assets acquired that could not be individually identified and separately recognized, including synergies derived from the acquisition.

The tax structure of EFS consists of limited liability companies and corporations. The Company’s tax election will allow a step-up in tax basis related to its 49.5 percent direct ownership in the parent limited liability company. The remaining 50.5 percent ownership in the parent limited liability company is held by another limited liability company, taxed as a corporation, that is part of the EFS structure and will therefore receive carry over tax basis. The difference between book and tax basis resulting from receiving carry over tax basis has been reflected in the financial statements as an investment in partnership deferred tax liability. The Company has determined that approximately $557,000 of the goodwill recognized in this business combination will be deductible for income tax purposes.

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WEX INC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(in thousands, except per share data)

(unaudited)

The following represents the components and final allocation of the purchase price:



	As Reported December 31, 2016			Measurement Period Adjustments			As Reported, Final
Total consideration, net of cash acquired	$	1,444,235		$	—		$	1,444,235
Less:
Accounts receivable	162,684			—			162,684
Property and equipment	2,387			1			2,388
Customer relationships (a)(b)	842,700			(1,300		)	841,400
Developed technologies (a)(c)	32,120			—			32,120
Trademarks and trade names (a)(d)	13,700			—			13,700
Deferred income tax assets	34,992			6,352			41,344
Other assets	—			739			739
Accounts payable	(153,777		)	248			(153,529		)
Accrued expenses	(128,267		)	9,361			(118,906		)
Deferred income tax liabilities	(91,194		)	28,071			(63,123		)
Recorded goodwill (a)	$	728,890		$	(43,472	)	$	685,418

(a)$1,235,331 in goodwill and other intangible assets recorded from this business combination were allocated to our Fleet Solutions segment; the remaining $337,307 was allocated to our Travel and Corporate Solutions segment.

(b)Weighted average life – 8.1 years.

(c)Weighted average life – 2.0 years.

(d)Weighted average life – 7.7 years.

At September 30, 2017, estimated amortization expense related to the definite-lived intangible assets listed above for each of the next five fiscal years and thereafter is as follows:



Remaining 2017	$	21,344
2018	$	80,987
2019	$	74,548
2020	$	68,685
2021	$	60,654
2022	$	53,537
Thereafter	$	427,408

The pro forma financial information presented below includes the effects of the EFS acquisition as if it had been consummated on January 1, 2015. These pro forma results have been calculated after applying the Company's accounting policies and adjusting results to reflect the intangible amortization and interest expense associated with the 2016 Credit Agreement used to fund the acquisition and related income tax results assuming they were applied and incurred since January 1, 2015. As a result, $11,903 and $18,497 in transaction costs, which are directly attributable to the acquisition, have been excluded from pro forma results for the three and nine months ended September 30, 2016. 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. Accordingly, the following pro forma information is not necessarily indicative of either the future results of operations or results that would have been achieved if the acquisition had taken place at the beginning of 2015. The operations of EFS contributed revenues of approximately $46,957 and $135,578 and net loss before taxes of approximately $8,058 and $28,070 for the three and nine months ended September 30, 2017, respectively, to the Company's unaudited condensed consolidated statements of income.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(in thousands, except per share data)

(unaudited)

The following represents unaudited pro forma operational results as if the acquisition had occurred January 1, 2015:



	Three Months Ended September 30, 2016		Nine Months Ended September 30, 2016
Total revenues	$	287,756	$	799,039
Net earnings attributable to shareholders	$	27,973	$	48,584
Net income attributable to shareholders per share:
Basic	$	0.65	$	1.14
Diluted	$	0.65	$	1.13



4.	Accounts Receivable

Payment Terms

In general, the Company’s trade receivables provide for payment terms of 30 days or less. Receivables not paid within the terms of the customer agreement are generally subject to late fees based upon the outstanding customer receivable balance.

The Company extends revolving credit to certain small fleet customers. 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 $11,200 and $3,400 in receivables with revolving credit balances as of September 30, 2017 and December 31, 2016, respectively.

Concentration of Credit Risk

The receivables portfolio consists of a large group of homogeneous smaller balances from customers across a wide range of industries, which are collectively evaluated for impairment. No one customer constitutes more than 10 percent of the outstanding receivables balance at September 30, 2017. One customer represented 11 percent of the outstanding receivables balance at December 31, 2016. The following table presents the delinquency status as a percentage of total trade accounts receivable:



	September 30,
Delinquency Status	2017		2016
Current–29 days past due	95	%	93	%
Current–59 days past due	97	%	97	%

Reserves for Accounts Receivable

Receivables are generally written-off when they are 150 days past due or upon declaration of bankruptcy by the customer. The reserve for credit losses is calculated by an analytic model that also takes into account other factors, such as the actual charge-offs for the preceding reporting periods, expected charge-offs and recoveries for the subsequent reporting periods, a review of past due accounts receivable balances, changes in customer payment patterns, known fraudulent activity in the portfolio, as well as leading economic and market indicators.

The following table presents changes in reserves for accounts receivable:



	Nine Months Ended September 30,
	2017			2016
Balance, beginning of year	$	20,092		$	13,832
Provision for credit losses	47,927			19,849
Charges to other accounts	12,221			—
Charge-offs	(53,044		)	(24,825		)
Recoveries of amounts previously charged-off	5,085			4,980
Currency translation	431			151
Balance, end of period	$	32,712		$	13,987

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(in thousands, except per share data)

(unaudited)



5.	Earnings per Share

Basic earnings per share is computed by dividing net earnings attributable to shareholders by the weighted average number of shares of common stock and vested deferred stock units outstanding during the year. The computation of diluted earnings per share is similar to the computation of basic earnings per share, except that the denominator is increased for the assumed exercise of dilutive options, the assumed issuance of unvested restricted stock units and deferred stock units, and unvested performance-based restricted stock units for which the performance condition has been met as of the date of determination using the treasury stock method unless the effect is anti-dilutive. The treasury stock method assumes that proceeds, including cash received from the exercise of employee stock options and the total unrecognized compensation expense for unvested share-based compensation awards, would be used to purchase the Company's common stock at the average market price during the period. Prior to the January 2017 adoption of ASU 2016-09, the treasury stock method also included excess tax benefits in its proceeds calculation.

The following table summarizes net earnings attributable to shareholders and reconciles basic and diluted shares outstanding used in the earnings per share computations:



	Three Months Ended September 30,				Nine Months Ended September 30,
	2017		2016		2017		2016
Net earnings attributable to shareholders	$	33,971	$	19,696	$	80,462	$	55,350

Weighted average common shares outstanding – Basic	43,014		42,788		42,963		40,126
Dilutive impact of share-based compensation awards	87		83		129		73
Weighted average common shares outstanding – Diluted	43,101		42,871		43,092		40,199

For the three and nine months ended September 30, 2017 and September 30, 2016, an immaterial number of outstanding share-based awards were excluded from the computation of diluted earnings per share because the effect of including these awards would be anti-dilutive.



6.	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, foreign exchange risk and commodity price risk. None of these derivative instruments qualify for hedge accounting treatment.

Interest Rate Swap Agreements

In November 2016, the Company entered into three forward-fixed interest rate swap agreements to manage the interest rate risk associated with the Company's outstanding variable-interest rate borrowings. Under these swap agreements, the Company receives variable interest of 1-month LIBOR and pays fixed rates between 0.896% to 1.125%, reducing the variability of the future interest payments associated with a portion of the Company's borrowings.

The terms of the interest rate swap agreements are as follows:



	Tranche A	Tranche B	Tranche C
Notional amount at inception	$400,000	$150,000	$250,000
Amortization	5% annually	N/A	N/A
Maturity date	December 31, 2020	December 31, 2020	December 31, 2018
Fixed interest rate	1.108%	1.125%	0.896%

See Note 9, Fair Value for more information regarding the valuation of the Company's interest rate swaps.

Foreign Currency Exchange Program

The Company utilizes a limited foreign currency exchange hedging program, entering into short-term foreign currency swaps to convert the foreign currency exposures of certain foreign currency denominated intercompany loans and investments to

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(in thousands, except per share data)

(unaudited)

the base currency. The Company will continue to monitor its foreign currency exposure for discrete items and may, from time to time, hedge certain foreign currency transactions.

The following table summarizes the contracts related to foreign currency swaps, which settle in the base currency at various dates within 5 days after quarter-end:



	Aggregate Notional Amount
	September 30,
	2017		2016
Australian dollar	A$	10,000	A$	10,000

The amount of gains and losses associated with these foreign currency swaps were not material for the three and nine months ended September 30, 2017 and September 30, 2016.

Fuel Derivatives Program

In prior years, the Company entered into put and call option contracts related to the Company’s commodity price risk. These put and call option contracts, or fuel price derivative instruments, were 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. During the first quarter of 2016, the Company held fuel price sensitive derivative instruments to hedge approximately 20 percent of its anticipated U.S. fuel-price related earnings exposure based on assumptions at time of purchase and all of these positions were settled as of March 31, 2016. The Company is no longer hedged for changes in fuel prices. Management will continue to monitor the fuel price market and evaluate its alternatives as it relates to this hedging program.

Consolidated Derivative Instruments

The following table presents information on the location and fair value of asset derivatives recorded in the unaudited condensed consolidated balance sheets:



Derivatives Not Designated as Hedging Instruments	Balance Sheet Location	September 30, 2017		December 31, 2016
Interest rate swaps	Other assets	$	12,059	$	12,908

Given that the Company's commodity contracts and interest rate swap agreements are not designated as hedging instruments, changes in the fair value of these instruments, which represent unrealized gains and losses, are recognized in the unaudited condensed consolidated statements of income. The following table presents information on the amounts of derivative gains and losses and the locations in the unaudited condensed consolidated statements of income:



Derivatives Not Designated as Hedging Instruments	Location of Gain (Loss) on Derivatives Recognized in Income	Three Months Ended September 30,					Nine Months Ended September 30,
Derivatives Not Designated as Hedging Instruments	Location of Gain (Loss) on Derivatives Recognized in Income	2017			2016		2017			2016
Commodity contracts	Net realized and unrealized gain on fuel price derivatives	$	—		$	—	$	—		$	711
Interest rate swap agreements - unrealized portion	Net unrealized loss on interest rate swap agreements	$	(150	)	$	—	$	(849	)	$	—
Interest rate swap agreements - realized portion	Financing interest income (expense)	$	377		$	—	$	(243	)	$	—



7.	Financing and Other Debt

2016 Credit Agreement

On July 1, 2016, the Company entered into the 2016 Credit Agreement, which replaced the 2014 Credit Agreement. The 2016 Credit Agreement provides for term loan facilities and a secured revolving credit facility, with a sublimit for letters of credit and swingline loans. Under this agreement, $925,000 matures on July 1, 2021 and $1,200,000 matures on July 1, 2023. Prior to maturity, amounts under the credit facility will be reduced by mandatory payments. Additional loans may be made available under

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(in thousands, except per share data)

(unaudited)

the 2016 Credit Agreement upon request of the Company subject to specified terms and conditions, including receipt of lender commitments. Proceeds from the 2016 Credit Agreement may be used for working capital purposes, acquisitions, payment of dividends and other restricted payments, refinancing of indebtedness and other general corporate purposes.

As of September 30, 2017, the Company had $149,423 of borrowings against its $470,000 secured revolving credit facility, or approximately $320,000 of availability under the 2016 Credit Agreement, subject to the covenants as described below. The outstanding amortizing term loans under the 2016 Credit Agreement totaled $1,611,563 at September 30, 2017. As of September 30, 2017 and December 31, 2016, amounts outstanding under the 2016 Credit Agreement bore a weighted average effective interest rate of 3.9 percent and 4.2 percent, respectively.

As of both September 30, 2017 and December 31, 2016, the Company has posted approximately $13,000 in letters of credit as collateral for lease agreements and virtual card and fuel payment processing activity at its foreign subsidiaries.

Effective July 3, 2017, the Company repriced the secured term loans under the 2016 Credit Agreement (the "2016 First Amendment"), which reduced the applicable interest rate margin at current borrowing levels for both LIBOR borrowings and base rate borrowings for the Company's tranche A term loans and tranche B term loans. The applicable interest rate margin for the tranche A term loans will continue to be determined based on the Company's consolidated leverage ratio, with the interest rate margin initially set at 2.75% for LIBOR borrowings, and 1.75% for base rate borrowings. The applicable interest rate margin for the tranche B term loans will no longer be determined based on the Company's consolidated leverage ratio and will instead be set at 2.75% for LIBOR borrowings, and 1.75% for base rate borrowings. The consolidated leverage ratio as defined in the 2016 Credit Agreement (i.e. consolidated funded indebtedness less up to $350,000 in permitted securitization transactions of the Company and its subsidiaries to consolidated EBITDA) was also modified for purposes of calculating the interest rate margin for tranche A term loans and revolving loans and determining compliance with the financial covenant by allowing the Company to exclude up to $75 million of certain corporate cash balances for purposes of determining consolidated funded indebtedness.

After giving effect to the terms of the 2016 First Amendment, amounts outstanding under the 2016 Credit Agreement were repriced to bear interest at a rate equal to, at the Company’s option, (a) the Eurocurrency Rate, as defined in the 2016 Credit Agreement, plus a margin of between 1.75% to 3.25% (2.75% at September 30, 2017) with respect to the revolving credit facility, between 1.75% to 2.75% (2.25% at September 30, 2017) with respect to the tranche A term loan facility, which represents a reduction of 50 basis points and 2.75% with respect to the tranche B term loan facility, which represents a reduction of 75 basis points (with the Eurocurrency Rate subject to a 0.0% floor), in each case, based on the consolidated leverage ratio or (b) the highest of (i) the Federal Funds Rate plus 0.50%, (ii) the prime rate announced by Bank of America, and (iii) the Eurocurrency Rate plus 1.00%, in each case plus a margin of 0.75% to 2.25% (1.75% at September 30, 2017) with respect to the revolving credit facility, 0.75% to 1.75% (1.25% at September 30, 2017) with respect to the tranche A term loan facility and 1.75% with respect to the tranche B term loan facility, with the margin determined in the case of the revolving credit facility and the tranche A term loan facility based on the consolidated leverage ratio. In November 2016, the Company entered into three interest rate swap agreements to manage the interest rate risk associated with its outstanding variable-interest rate borrowings under the 2016 Credit Agreement. See Note 6, Derivative Instruments, for further discussion.

In addition, the Company has agreed to pay a quarterly commitment fee at a rate per annum ranging from 0.30% to 0.50% (0.45% at September 30, 2017) based on the consolidated leverage ratio of the daily unused portion of the 2016 Credit Agreement. The tranche B term loan facility was issued with an original issue discount of 1.00%.

As the debt repricings under the 2016 First Amendment were not considered substantially different, the Company applied modification accounting and no gain or loss was recognized as a result of the debt modification. Amounts paid as part of this repricing were not material.

On October 30, 2017, the Company added $100,000 of capacity under our secured revolving credit facility. See Note 16, Subsequent Event, for further discussion.

Debt Covenants

As more fully described in the Company's Annual Report on Form 10-K for the year ended December 31, 2016, the 2016 Credit Agreement and the Indenture contain covenants that limit the Company's and its subsidiaries' ability to (i) incur additional debt, (ii) pay dividends or make other distributions on, redeem or repurchase capital stock, or make investments or other restricted payments, (iii) enter into transactions with affiliates, (iv) dispose of assets or issue stock of restricted subsidiaries or regulated subsidiaries, (v) create liens on assets, or (vi) effect a consolidation or merger or sell all, or substantially all, of the Company’s

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(in thousands, except per share data)

(unaudited)

assets. As of September 30, 2017, the Company was in compliance with all material covenants of its 2016 Credit Agreement and the Indenture.

Borrowed Federal Funds

WEX Bank borrows from lines of credit on a federal funds rate basis to supplement the financing of its accounts receivable. The Company's federal funds available lines of credit were $246,500 and $250,000, with approximately $28,500 and $0 outstanding as of September 30, 2017 and December 31, 2016, respectively.

Other Debt

WEX Brazil Debt

WEX Brazil had debt of approximately $11,743 and $30,755 as of September 30, 2017 and December 31, 2016, respectively. This was comprised of credit facilities and loan arrangements related to its accounts receivable, with various maturity dates. The interest rate was 21.4 percent and 19.7 percent as of September 30, 2017 and December 31, 2016, respectively. This debt is recorded in Other debt on the Company’s unaudited condensed consolidated balance sheets for the periods presented.

Participation Debt

WEX Bank maintains agreements with third-party banks to fund customer balances that exceed WEX Bank's lending limit to an individual customer. During the nine months ended September 30, 2017, the Company increased the funding capacity by $90,000 to $185,000. Associated borrowings carry a variable interest rate of 1 month to 3 month LIBOR plus a margin of 225 basis points. The balance of the debt was approximately $154,521 and $95,000 at September 30, 2017 and December 31, 2016, respectively, and was secured by an interest in the underlying customer receivables. The balance will fluctuate on a daily basis based on customer funding needs. The balance will mature in amounts of $85,000 and $50,000 on May 30, 2018 and December 31, 2021, respectively, with the remaining $19,521 maturing on demand. This debt is recorded in Other debt on the Company’s unaudited condensed consolidated balance sheets for the periods presented.

WEX Brazil Securitization Facility

During the second quarter of 2017, WEX Brazil entered into a securitized debt agreement to sell certain unsecured receivables associated with our salary payment card product to an investment fund managed by an unrelated third-party financial institution. Under the terms of the agreement, the investment fund's purchase price incorporates a discount relative to the face value of the transferred receivables. Additionally, the investment fund compensates WEX Brazil for continuing to service these receivables through their duration, which on average is less than six months.

This securitization arrangement does not meet the derecognition conditions and accordingly WEX Brazil continues to report the transferred receivables in our unaudited condensed consolidated balance sheet with no change in the basis of accounting. Additionally, we recognize the cash proceeds received from the investment fund and record offsetting securitized debt in our unaudited condensed consolidated balance sheet.

During the third quarter of 2017, WEX Brazil transferred approximately $31,200 of receivables to the investment fund for cash proceeds of approximately $27,700. This $3,500 discount is recognized as operating interest in the Company's unaudited condensed consolidated statements of income using the effective interest method over the weighted average term of the salary advances. The Company received approximately $2,000 of servicing fee income upon the sale of these receivables, which is recognized as other revenue in our unaudited condensed consolidated statements of income on a straight-line basis over the anticipated loan servicing period. As of September 30, 2017, the Company recognized approximately $20,000 of both transferred receivables and securitized debt on our unaudited condensed consolidated balance sheet.

Australian Securitization Facility

During the second quarter of 2017, the Company extended an existing securitized debt agreement with the Bank of Tokyo-Mitsubishi UFJ, Ltd through April 2018. Under the terms of the agreement, each month, on a revolving basis, the Company sells certain of its Australian receivables to the Company's Australian Securitization Subsidiary. The Australian Securitization Subsidiary, in turn, uses the receivables as collateral to issue asset-backed commercial paper ("securitized debt") for approximately 85 percent of the securitized receivables. The amount collected on the securitized receivables is restricted to pay the securitized debt and is not available for general corporate purposes.

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WEX INC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(in thousands, except per share data)

(unaudited)

The Company pays a variable interest rate on the outstanding balance of the securitized debt, based on the Australian Bank Bill Rate plus an applicable margin. The interest rate was 2.70 percent and 2.65 percent as of September 30, 2017 and December 31, 2016, respectively. The Company had $83,100 and $78,600 of securitized debt under this facility as of September 30, 2017 and December 31, 2016, respectively.

European Securitization Facility

On April 7, 2016, the Company entered into a five year securitized debt agreement with the Bank of Tokyo-Mitsubishi UFJ, Ltd. Under the terms of the agreement, the Company sells certain of its receivables from selected European countries to its European Securitization Subsidiary. The European Securitization Subsidiary, in turn, uses the receivables as collateral to issue securitized debt. The amount collected on the securitized receivables is restricted to pay the securitized debt and is not available for general corporate purposes. The amounts of receivables to be securitized under this agreement will be determined by management on a monthly basis. The interest rate was 0.42 percent and 0.95 percent as of September 30, 2017 and December 31, 2016, respectively. The Company had $18,800 and $5,700 of securitized debt under this facility as of September 30, 2017 and December 31, 2016, respectively.

Debt Issuance Costs

The following table presents the Company's net debt issuance costs related to its revolving line-of-credit facilities, term loans and notes outstanding:



	September 30, 2017		December 31, 2016
Revolving line of credit facility and term loans	$	33,514	$	38,334
Notes outstanding ¹	$	3,915	$	4,466

¹See Note 9, Fair Value for more information regarding the Company's Notes outstanding.



8.	Off-Balance Sheet Arrangements

WEX Europe Services Accounts Receivable Factoring

During the first quarter of 2017, WEX Europe Services ("WES") entered into a factoring arrangement with an unrelated third-party financial institution (the "Purchasing Bank") to sell certain of its accounts receivable in order to accelerate the collection of the Company's cash and reduce internal costs, thereby improving liquidity.

Under this arrangement, the Purchasing Bank establishes a credit limit for each customer account. The factored receivables are without recourse to the extent that the customer balances are maintained at or below the established credit limit. For customer receivable balances in excess of the Purchasing Bank's credit limit, the Company maintains the risk of default. We obtained a true sale opinion from an independent attorney, which states that the factoring agreement creates a sale of receivables under local law for amounts transferred both below and above the established credit limits. Additionally, there are no indications of the Company's continuing involvement in the factored receivables. As a result, the Purchasing Bank is deemed the purchaser of these receivables and is entitled to enforce payment of these amounts from the debtor.

This factoring arrangement is accounted for as a sale and accordingly the Company records the receivables sold as a reduction of accounts receivable and proceeds as cash provided by operating activities. The Company sold approximately $170,000 and $394,000 of receivables under this arrangement during the three and nine months ended September 30, 2017, respectively. Proceeds received are recorded net of applicable expenses, interest and commissions. This resulted in a loss on factoring of $1,150 and $2,600 for the three and nine months ended September 30, 2017, respectively, which was recorded in Other expenses in the unaudited condensed consolidated statement of income. As of September 30, 2017, the Company had associated factoring receivables of approximately $54,000, of which approximately $3,600 were in excess of the established credit limit. Charge-backs on balances in excess of the credit limit during the three and nine months ended September 30, 2017 were insignificant.

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WEX INC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(in thousands, except per share data)

(unaudited)

Brazil Accounts Receivable Factoring

During the first quarter of 2017, WEX Brazil entered into a factoring agreement to sell certain unsecured receivables associated with our salary payment card product, without recourse, to an unrelated third-party financial institution. Under the terms of the agreement, the Company retains no rights or interest and has no obligations with respect to the receivables. As such, the factoring under this arrangement is accounted for as a sale. The Company sold $16,300 of receivables during the nine months ended September 30, 2017. This resulted in a loss on factoring of $800 for the nine months ended September 30, 2017, which was recorded in Other expenses in the unaudited condensed consolidated statement of income. There were no sales under this factoring arrangement during the three months ended September 30, 2017; a recently executed securitization agreement has replaced this factoring arrangement as Brazil's primary funding mechanism. See Note 7, Financing and Other Debt, for more information on this securitization arrangement. The receivables sold under this agreement were recorded as a reduction of accounts receivable and proceeds as cash provided by operating activities.



9.	Fair Value

The Company holds mortgage-backed securities, fixed-income securities, derivatives (see Note 6, Derivative Instruments) and certain other financial instruments that are carried at fair value. The Company determines fair value based upon quoted prices when available or through the use of alternative approaches, such as model pricing, when market quotes are not readily accessible or available. Various factors are considered in determining the fair value of the Company’s obligations, including: closing exchange or over-the-counter market price quotations; 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 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. We did not have any transfers between Level 1 and Level 2 of the fair value hierarchy during either of the three or nine months ended September 30, 2017 or September 30, 2016.

The following table presents the Company’s assets that are measured at fair value and the related hierarchy levels:



	Fair Value Hierarchy	September 30, 2017		December 31, 2016
Assets
Municipal bonds	2	$	534	$	682
Asset-backed securities	2	395		648
Mortgage-backed securities	2	450		490
Fixed-income mutual fund	1	22,205		21,705
Available-for-sale securities		$	23,584	$	23,525
Executive deferred compensation plan trust ^(a)	1	$	6,517	$	5,673
Interest rate swaps ^(a)	2	$	12,059	$	12,908

(a)The fair value of these instruments is recorded in Other assets.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(in thousands, except per share data)

(unaudited)

Available-For-Sale Securities

When available, the Company uses quoted market prices to determine the fair value of available-for-sale securities; such inputs are classified as Level 1 of the fair-value hierarchy. These securities primarily consist of an open-ended mutual fund which is invested in fixed-income securities and is held in order to satisfy the regulatory requirements of WEX Bank. For mortgage-backed and asset-backed debt securities and municipal bonds, the Company generally uses quoted prices for recent trading activity of assets with similar characteristics to the debt security or bond being valued. The securities and bonds priced using such methods are generally valued using Level 2 inputs.

Executive Deferred Compensation Plan Trust

The 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.

Interest Rate Swaps

The Company determines the fair value of its interest rate swaps based on the discounted cash flows of the difference between the projected fixed payments on the swaps and the implied floating payments using the current LIBOR curve, which are Level 2 inputs of the fair value hierarchy.

$400 Million Notes Outstanding

On January 30, 2013, the Company completed a $400,000 offering in an aggregate principal amount of 4.750 percent senior notes due February 1, 2023, with interest payable semiannually. The Notes outstanding have a fair value of $411,500 and $390,000 as of September 30, 2017 and December 31, 2016, respectively. The fair value is based on market rates for the issuance of our debt. The Company determined the fair value of its Notes outstanding is classified as Level 2 in the fair value hierarchy.

Debt

The Company determines the fair value of the amount outstanding under its 2016 Credit Agreement based on the market rates for the issuance of the Company's debt, which are Level 2 inputs in the fair value hierarchy. As of both September 30, 2017 and December 31, 2016, the carrying value of the 2016 Credit Agreement approximated its fair value.



10.	Income Taxes

The Company's effective tax rate was 35.4 percent for the third quarter of 2017 as compared to 24.0 percent in the same period last year. The increase in our effective tax rate was primarily due to the absence of several discrete tax benefits including a decrease in valuation allowance recorded during the third quarter of 2016.

The Company's effective tax rate was 35.5 percent for the first nine months of 2017 as compared to 30.4 percent in the same period last year. The increase in our effective tax rate was primarily due to the absence of tax benefits recorded during the first nine months of 2016. These unfavorable factors were partly offset by the $1,600 tax effect of excess tax benefits related to share-based payments recorded in the income statement in the first nine months of 2017. See Note 2, New Accounting Standards for more information.

Undistributed earnings of certain foreign subsidiaries of the Company amounted to $45,981 and $25,824 at September 30, 2017 and December 31, 2016, respectively. 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.



11.	Commitments and Contingencies

Litigation

On August 11, 2016, the Company was sued in the Circuit Court of St. Charles County, Missouri, in a putative class action alleging the Company improperly sent unauthorized facsimile advertisements in violation of the Telephone Consumer Protection Act, 47 U.S.C. § 227 (the “TCPA”). The named plaintiff seeks to represent a nationwide class of recipients of unauthorized facsimile advertisements from the Company (collectively, the "Plaintiffs") and requests statutory damages for each facsimile advertisement.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(in thousands, except per share data)

(unaudited)

The Plaintiffs further allege that the opt-out notice of the faxes did not meet the criteria set forth in the TCPA or its underlying regulations. The Company removed the case to the United States District Court for the Eastern District of Missouri on September 15, 2016. On October 14, 2016, the Company filed an answer denying liability and stating the facsimile advertisement at issue was sent by FleetOne, LLC, the Company’s wholly-owned subsidiary. On May 10, 2017, the parties agreed to a settlement in principle to resolve the class claims, which was preliminarily approved by the court on October 6, 2017. The expected settlement amount is not material to the Company's unaudited condensed consolidated financial position, results of operations, cash flows or liquidity.

The Company is involved in other 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 unaudited condensed consolidated financial position, results of operations or cash flows.

Commitments

Significant commitments and contingencies as of September 30, 2017 are consistent with those discussed in Note 18, Commitments and Contingencies to the consolidated financial statements in the Annual Report on Form 10-K for the year ended December 31, 2016.



12.	Stock-Based Compensation

The fair value of restricted stock units, deferred stock units, performance-based restricted stock units, performance-based stock options and service-based stock options awarded during the three and nine months ended September 30, 2017 totaled $400 and $45,741, respectively, as compared to $4,416 and $30,343 for the three and nine months ended September 30, 2016, respectively.

Stock Options

Performance-Based Stock Options

In May 2017, the Company granted performance-based stock options with a contractual term of ten years to members of senior management. The options contain a market condition that begins operating on the third anniversary of the grant date, requiring 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. In addition, award recipients must be continually employed from the grant date until such date that the Stock Price Hurdle is satisfied in order for shares to vest. To the extent both the service condition and the Stock Price Hurdle are not met by the end of a defined measurement period, these performance-based stock options will be canceled.

The grant date fair value of these performance options was estimated on the date of the grant using a Monte-Carlo simulation model used to simulate a distribution of future stock price paths based on historical volatility levels.

The table below summarizes the assumptions used to calculate the fair value:



Exercise price	$	99.69
Expected stock price volatility	31.14		%
Risk-free interest rate	2.18		%
Weighted average fair value of performance options granted	$	28.69

These performance-based stock options are expensed on a graded basis over the derived service period of approximately three years regardless of whether the market condition is satisfied. Upon satisfaction of a Stock Price Hurdle, any unrecognized compensation expense for that specific tranche will be accelerated.

Service-Based Stock Options

On March 20, 2017, the Company approved the grant of stock options to certain officers and employees under the 2010 Equity Incentive Plan. Stock options granted 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.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(in thousands, except per share data)

(unaudited)

The fair value of each option award is estimated on the grant date using a Black-Scholes-Merton option-pricing model and the following assumptions:



	March 20, 2017
Weighted average expected life (in years)	6.0
Weighted average exercise price	$	104.95
Weighted average volatility	30.67		%
Weighted average risk-free rate	2.13		%
Weighted average fair value	$	35.58



13.	Impairment and Restructuring Activities

Impairment

During the nine months ended September 30, 2017, the Company executed a vendor contract amendment based on a strategic decision to in-source certain previously outsourced technology functions. As a result of this action, the Company determined that $16,175 of prepaid services had no future benefit and were therefore written off within the Fleet Solutions segment during the nine months ended September 30, 2017.

Restructuring

In the first quarter of 2015, the Company commenced a restructuring initiative (the "2015 Restructuring Initiative") as a result of its global review of operations. The global review of operations identified certain initiatives to further streamline the business, to 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 Company continued its efforts to improve its overall operational efficiency and began a second restructuring initiative (the "2016 Restructuring Initiative") during the second quarter of 2016. In connection with the EFS acquisition, the Company initiated a restructuring program in the third quarter of 2016 (the "Acquisition Integration Restructuring Initiative").

The restructuring expenses related to these initiatives primarily consist of employee costs and office closure costs directly associated with the respective program. The Company has determined the amount of expenses related to these initiatives is probable and reasonably estimable. As such, the Company has recorded the impact on the unaudited condensed consolidated statements of income and in Accrued expenses on the unaudited condensed consolidated balance sheets. Restructuring charges incurred to date under these initiatives were $25,689 as of September 30, 2017.

The balances under the 2015 Restructuring Initiative and the Acquisition Integration Restructuring Initiative are expected to be paid through 2018. Amounts under the 2016 Restructuring Initiative are expected to be paid through 2017. Based on current plans, which are subject to change, the amount of restructuring costs that the Company expects to incur is immaterial.

The following table presents the Company's 2015 Restructuring Initiative liability:



	Three Months Ended September 30,						Nine Months Ended September 30,
	2017			2016			2017			2016
Balance, beginning of period	$	3,008		$	7,085		$	5,231		$	7,249
Restructuring charges¹	431			446			1,964			2,035
Cash paid	(656		)	(638		)	(3,492		)	(2,763		)
Liability transfer to 2016 Restructuring Initiative	—			—			(1,158		)	—
Impact of foreign currency translation	(22		)	701			216			1,073
Balance, end of period	$	2,761		$	7,594		$	2,761		$	7,594

¹ Primarily consists of employee costs.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(in thousands, except per share data)

(unaudited)

The following table presents the Company’s 2016 Restructuring Initiative liability:



	Three Months Ended September 30,						Nine Months Ended September 30,
	2017			2016			2017			2016
Balance, beginning of period	$	4,342		$	3,488		$	3,662		$	—
Restructuring charges¹	88			—			307			3,506
Reserve release	—			—			(533		)	—
Cash paid	(1,778		)	(4		)	(2,265		)	(4		)
Liability transfer from 2015 Restructuring Initiative	—			—			1,158			—
Impact of foreign currency translation	35			264			358			246
Balance, end of period	$	2,687		$	3,748		$	2,687		$	3,748

¹ Primarily consists of employee costs.

The following table presents the Company’s Acquisition Integration Restructuring Initiative liability:



	Three Months Ended September 30,						Nine Months Ended September 30,
	2017			2016			2017			2016
Balance, beginning of period	$	1,333		$	—		$	1,764		$	—
Restructuring charges¹	4,120			2,085			5,061			2,085
Cash paid	(937		)	(421		)	(2,416		)	(421		)
Other	—			—			107			—
Balance, end of period	$	4,516		$	1,664		$	4,516		$	1,664

¹ Primarily consists of office closure costs.

The following table presents the Company's total restructuring liability:



	Three Months Ended September 30,						Nine Months Ended September 30,
	2017			2016			2017			2016
Balance, beginning of period	$	8,683		$	10,573		$	10,657		$	7,249
Restructuring charges	4,639			2,531			7,332			7,626
Reserve release	—			—			(533		)	—
Cash paid	(3,371		)	(1,063		)	(8,173		)	(3,188		)
Other	—			—			107			—
Impact of foreign currency translation	13			965			574			1,319
Balance, end of period	$	9,964		$	13,006		$	9,964		$	13,006

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(in thousands, except per share data)

(unaudited)



14.	Segment Information

Operating segments are defined as components of an enterprise about which separate financial information is available and is evaluated regularly by the chief operating decision maker ("CODM") in deciding how to allocate resources and assess performance. The Company’s CODM is its Chief Executive Officer. The operating segments are aggregated into the three reportable segments described below.


•	Fleet Solutions provides customers with payment and transaction processing services specifically designed for the needs of commercial and government fleets. This segment also provides information management services to these fleet customers.


•	Travel and Corporate Solutions focuses on the complex payment environment of business-to-business payments, providing customers with payment processing solutions for their corporate payment and transaction monitoring needs.


•	Health and Employee Benefit Solutions provides healthcare payment products and SaaS consumer directed platforms, as well as payroll related benefits to customers.

During the third quarter of 2017, the Company revised its operating segment measurement from pre-tax adjusted income to adjusted operating income. The Company no longer allocates financing interest expense to our operating segments as management believes this item can obscure underlying business trends. As such, we believe adjusted operating income reflects a more enhanced measurement of segment profitability. Segment results for the three and nine months ended September 30, 2016 have been revised to reflect this change in operating segment measurement.

Adjusted operating income adjusts operating income to exclude: (i) acquisition and divestiture related items (including acquisition-related intangible amortization); (ii) stock-based compensation; (iii) restructuring and other costs; and (iv) debt restructuring costs. In addition, for the nine months ended September 30, 2017, adjusted operating income excludes an impairment charge related to the insourcing of certain technology functions from a third party.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(in thousands, except per share data)

(unaudited)

The following tables present the Company’s reportable segment results on an adjusted operating income basis:



	Fleet Solutions		Travel and Corporate Solutions		Health and Employee Benefit Solutions		Total
Three Months Ended September 30, 2017
Payment processing revenue	$	90,270	$	44,177	$	11,255	$	145,702
Account servicing revenue	44,858		206		26,258		71,322
Finance fee revenue	40,773		87		10,019		50,879
Other revenue	36,177		16,556		3,366		56,099
Total revenues	$	212,078	$	61,026	$	50,898	$	324,002

Depreciation and amortization	$	37,172	$	3,185	$	10,872	$	51,229
Adjusted operating income	$	74,782	$	33,971	$	11,509	$	120,262

Three Months Ended September 30, 2016
Payment processing revenue	$	83,132	$	52,551	$	10,499	$	146,182
Account servicing revenue	37,414		242		21,159		58,815
Finance fee revenue	33,230		115		2,793		36,138
Other revenue	30,982		10,407		5,232		46,621
Total revenues	$	184,758	$	63,315	$	39,683	$	287,756

Depreciation and amortization	$	35,172	$	1,630	$	9,206	$	46,008
Adjusted operating income	$	68,987	$	31,449	$	10,053	$	110,489



	Fleet Solutions		Travel and Corporate Solutions		Health and Employee Benefit Solutions		Total
Nine Months Ended September 30, 2017
Payment processing revenue	$	264,210	$	119,328	$	39,896	$	423,434
Account servicing revenue	122,238		528		75,772		198,538
Finance fee revenue	113,754		469		22,113		136,336
Other revenue	103,003		43,414		14,518		160,935
Total revenues	$	603,205	$	163,739	$	152,299	$	919,243

Depreciation and amortization	$	109,610	$	9,445	$	31,373	$	150,428
Adjusted operating income	$	214,421	$	84,935	$	41,897	$	341,253

Nine Months Ended September 30, 2016
Payment processing revenue	$	216,133	$	130,372	$	36,814	$	383,319
Account servicing revenue	90,400		852		59,518		150,770
Finance fee revenue	85,841		336		6,171		92,348
Other revenue	57,417		30,235		13,532		101,184
Total revenues	$	449,791	$	161,795	$	116,035	$	727,621

Depreciation and amortization	$	62,927	$	3,007	$	25,447	$	91,381
Adjusted operating income	$	145,009	$	74,639	$	32,444	$	252,092

Our segments earn interest income both from banking relationships and from cardholders. The majority of interest income from cardholders is earned on our salary payment cards offered in Brazil.

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WEX INC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(in thousands, except per share data)

(unaudited)

The following table presents the Company's interest income by segment:



	Three Months Ended September 30,				Nine Months Ended September 30,
	2017		2016		2017		2016
Fleet Solutions	$	944	$	961	$	2,764	$	2,547
Travel and Corporate Solutions	208		143		569		330
Health and Employee Benefit Solutions	10,899		2,794		23,253		6,176
Total interest income	$	12,051	$	3,898	$	26,586	$	9,053

The following table reconciles adjusted operating income to income before income taxes:



	Three Months Ended September 30,						Nine Months Ended September 30,
	2017			2016			2017			2016
Fleet Solutions	$	74,782		$	68,987		$	214,421		$	145,009
Travel and Corporate Solutions	33,971			31,449			84,935			74,639
Health and Employee Benefit Solutions	11,509			10,053			41,897			32,444
Adjusted operating income	$	120,262		$	110,489		$	341,253		$	252,092
Acquisition-related intangible amortization	(38,510		)	(33,855		)	(114,603		)	(59,066		)
Other acquisition and divestiture related items	(1,006		)	(13,100		)	(3,380		)	(19,694		)
Stock-based compensation	(8,483		)	(5,199		)	(22,354		)	(14,312		)
Restructuring and other costs	(6,024		)	(3,767		)	(10,169		)	(11,689		)
Impairment charge	—			—			(16,175		)	—
Debt restructuring	(2,516		)	—			(2,516		)	—
Operating income	$	63,723		$	54,568		$	172,056		$	147,331
Financing interest expense	(25,754		)	(35,064		)	(81,449		)	(87,040		)
Net foreign currency gain	14,611			5,932			33,578			17,233
Net unrealized loss on interest rate swap agreements	(150		)	—			(849		)	—
Net realized and unrealized gain on fuel price derivatives	—			—			—			711
Non-cash adjustments related to tax receivable agreement	—			(168		)	—			(168		)
Income before income taxes	$	52,430		$	25,268		$	123,336		$	78,067

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(in thousands, except per share data)

(unaudited)



15.	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. Failure to meet minimum capital requirements can initiate certain mandatory and discretionary actions by regulators that, if undertaken, could have a direct material effect on the Company’s financial statements. 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 as calculated under regulatory accounting practices. WEX Bank’s capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings and other factors.