e11vk
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
(Mark one)
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ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2006
OR
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TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission file number 001-32426
(Full title of the plan and the address of the plan, if different from
that of the issuer named below)
Wright Express Corporation Employee Savings Plan
(Name of issuer of the securities held pursuant to the plan
and the address of its principal executive office)
Wright Express Corporation
97 Darling Avenue
South Portland, ME 04106
Wright Express Corporation
Employee Savings Plan
Table of Contents
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1 |
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Financial Statements: |
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2 |
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3 |
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47 |
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9 |
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Note: All other schedules required by Section 2520.103-10 of
the Department of Labors Rules and Regulations for Reporting
and Disclosure under the Employee Retirement Income Security
Act of 1974 have been omitted because they are not applicable. |
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Consent of Independent Registered Public Accounting Firm |
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Exhibit 23 |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Trustees and Participants of
Wright Express Corporation Employee Savings Plan
South Portland, Maine
We have audited the accompanying statements of net assets available for benefits of Wright Express
Corporation Employee Savings Plan (the Plan) as of December 31, 2006 and 2005, and the related
statement of changes in net assets available for benefits for the year ended December 31, 2006.
These financial statements are the responsibility of the Plans management. Our responsibility is
to express an opinion on these financial statements based on our audit.
We conducted our audit in accordance with standards of the Public Company Accounting Oversight
Board (United States). Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material misstatement. The
Plan is not required to have, nor were we engaged to perform, an audit of its internal control over
financial reporting. Our audit included consideration of internal control over financial
reporting as a basis for designing audit procedures that are appropriate in the circumstances, but
not for the purpose of expressing an opinion on the effectiveness of the Plans internal control
over financial reporting. Accordingly, we express no such opinion. An audit also includes
examining, on a test basis, evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant estimates made by management,
as well as evaluating the overall financial statement presentation. We believe that our audit
provides a reasonable basis for our opinion.
In our opinion, such financial statements present fairly, in all material respects, the net assets
available for benefits of the Plan as of December 31, 2006 and 2005, and the changes in net assets
available for benefits for the year ended December 31, 2006 in conformity with accounting
principles generally accepted in the United States of America.
As discussed in Note 2 to the financial statements, in 2006 the Plan changed its method of
accounting for fully benefit responsive contracts to conform to Financial Accounting Standards
Board Staff Position, FSP AAG INV-1 and SOP 94-4-1, Reporting of Fully Benefit-Responsive Contracts
Held by Certain Investment Companies Subject to AICPA Investment Company Guide and
Defined-Contribution Health and Welfare and Pension Plans and, retrospectively, adjusted the 2005
financial statements for the change.
Our audit was conducted for the purpose of forming an opinion on the basic financial statements
taken as a whole. The supplemental schedule of assets (held at end of year) as of December 31,
2006, is presented for the purpose of additional analysis and is not a required part of the basic
financial statements, but is supplementary information required by the Department of Labors Rules
and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of
1974. The schedule is the responsibility of the Plans management. Such schedule has been
subjected to the auditing procedures applied in our audit of the basic 2006 financial statements
and, in our opinion, is fairly stated in all material respects when considered in relation to the
basic financial statements taken as a whole.
/s/ DELOITTE & TOUCHE LLP
June 27, 2007
1
Wright Express Corporation
Employee Savings Plan
Statements of Net Assets Available for Benefits
December 31, 2006 and 2005
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2006 |
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2005 |
Assets: |
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Participantdirected investments at fair value |
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$ |
25,656,660 |
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$ |
19,146,258 |
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Receivables: |
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Employee contributions |
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88,625 |
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82,188 |
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Employer contributions |
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56,923 |
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48,958 |
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Loan repayments |
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6,103 |
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5,589 |
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Accrued income |
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669 |
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433 |
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Total receivables |
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152,320 |
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137,168 |
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Total Assets |
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25,808,980 |
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19,283,426 |
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Liabilities: |
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Payables for investment purchased |
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151,651 |
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136,734 |
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Net assets available for benefits at fair value |
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25,657,329 |
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19,146,692 |
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Adjustment from fair value to contract value for stable value fund |
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52,187 |
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39,870 |
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Net assets available for benefits |
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$ |
25,709,516 |
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$ |
19,186,562 |
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See notes to financial statements.
2
Wright Express Corporation
Employee Savings Plan
Statement of Changes in Net Assets Available for Benefits
For the year ended December 31, 2006
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2006 |
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Additions: |
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Contributions: |
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Participants |
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$ |
2,528,712 |
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Employer |
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1,476,668 |
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Rollover |
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434,856 |
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Total contributions |
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4,440,236 |
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Investment income: |
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Net appreciation in fair value of investments |
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1,760,130 |
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Dividends |
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962,505 |
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Interest |
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26,499 |
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Net investment income |
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2,749,134 |
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Total additions |
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7,189,370 |
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Deductions: |
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Benefits paid to participants |
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665,471 |
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Administrative expenses |
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945 |
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Total deductions |
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666,416 |
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Net increase in net assets |
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6,522,954 |
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Net assets available for benefits: |
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Beginning of year |
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19,186,562 |
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End of year |
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$ |
25,709,516 |
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See notes to financial statements.
3
Wright Express Corporation
Employee Savings Plan
Notes to Financial Statements
1. DESCRIPTION OF THE PLAN
The following description of the Wright Express Corporation Employee Savings Plan (the Plan) is
provided for general information purposes only. Participants should refer to the Plan documents for
more information.
General
The Plan is a defined contribution plan established on February 23, 2005, by Wright Express
Corporation (the Company) under the provisions of Section 401(a) of the Internal Revenue Code
(the Code) and includes a qualified cash or deferred arrangement satisfying the safe harbor
requirements of Sections 401(k)(12) and 401(m)(11) of the Code. The Plan is subject to the
provisions of the Employee Retirement Income Security Act of 1974 (ERISA), as amended. The Plan
Administrator is the Benefits Committee as designated by the Companys Board of Directors. Merrill
Lynch is the trustee of the Plan.
Eligibility
Each employee, who as of the date immediately prior to February 23, 2005, was eligible to
participate in a qualified defined contribution plan of Cendant Corporation, the Companys former
parent company, became a participant on the later of (i) February 23, 2005, or (ii) the date such
employee ceased participation in such other qualified defined contribution plan. Employees of the
Company who were not prior employees of Cendant Corporation are eligible to participate in the Plan
on the first day of the Plan year or the first day of every month during the Plan year coincident
with or next following the later of such regular employees commencement of employment or the
attainment by such employee of age eighteen.
Contributions
Each year, participants may contribute up to 20 percent of their pretax annual compensation, as
defined in the Plan, subject to limitations stipulated by the Code. The Company contributes to the
participants contribution accounts an amount equivalent to 100 percent of participants
contributions, up to 6 percent of the participants eligible compensation, to any investment
option, after one year of service. These contributions can be redirected by participants.
Participants who are at least 50 years of age may make an additional contribution. Participants may
also contribute amounts representing distributions from other qualified defined benefit or defined
contribution plans.
Participant Accounts
An individual account is maintained for each Plan participant. Each participants account is
credited with the participants contribution, the Companys matching contribution and allocations
of Plan earnings, and charged with withdrawals and an allocation of Plan losses. Allocations are
based on participant earnings or account balances, as defined. The benefit to which a participant
is entitled is the benefit that can be provided from the participants vested account.
Investments
Participants direct the investment of their contributions and the Company matching contributions
into various investment options offered by the Plan. Company contributions match individual
participants investment directives. The Plan offers seventeen mutual funds, the Wright Express
Stock Fund and one common collective trust fund as investment options for participants.
Vesting
Participants have full and immediate vesting rights in their contributions and Company matching
contributions, investment earnings and other amounts allocated to their accounts at all times.
4
Wright Express Corporation
Employee Savings Plan
Notes to Financial Statements
1. DESCRIPTION OF THE PLAN (Continued)
Participant Loans
Participants may borrow against their Plan accounts up to the maximum of $50,000 or 50 percent of
their account balances, whichever is less. The term of the loan may not exceed five years, and the
interest rate will be equal to the interest rate equivalent to that charged by major financial
institutions. This provides the Plan with a return commensurate with the interest rate charged by
persons in the business of lending money for loans which would be made under similar circumstances.
Principal and interest are paid ratably through payroll deductions. If a participants employment
terminates for any reason, the loan will become immediately due and payable and must be paid within
90 days from the date of termination. The interest rate on loans outstanding at December 31, 2006,
range from 5.0 percent to 10.5 percent.
Benefit Payments
On termination of service a participant may elect either to receive a lump sum distribution of the
participants account balance, or payment in installments over a period permissible under the Code,
or leave the funds in the Plan for later distribution. Distributions from all investment options
are made in cash.
2. SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying financial statements have been prepared in accordance with accounting principles
generally accepted in the United States of America.
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted
in the United States of America requires management to make estimates and assumptions that affect
the reported amounts of assets, liabilities, and changes therein and disclosure of contingent
assets and liabilities. Actual results could differ from those estimates.
Risks and Uncertainties
The Plan utilizes various investment instruments, including mutual funds and common stock.
Investment securities, in general, are exposed to various risks, such as interest rate, credit, and
overall market volatility. Due to the level of risk associated with certain investment securities,
it is reasonably possible that changes in the values of investment securities will occur in the
near term and that such changes could materially affect the amounts reported in the financial
statements.
Recent Accounting Pronouncements
The financial statements reflect the retroactive adoption of Financial Accounting Standards Board
Staff Position, FSP AAG INV-1 and SOP 94-4-1, Reporting of Fully Benefit-Responsive Contracts Held
by Certain Investment Companies Subject to the AICPA Investment Company Guide and
Defined-Contribution Health and Welfare and Pension Plans (the FSP). As required by the FSP, the
Statements of Net Assets Available for Benefits present investments in common collective trusts
that invest in fully benefit responsive investment contracts at fair value as well as an additional
line item showing an adjustment of fully responsive benefit contracts from fair value to contract
value. The Statement of Changes in Net Assets Available for Benefits is presented on a contract
value basis and was not affected by the adoption of the FSP. The adoption of the FSP did not
impact the amount of net assets available for benefits at December 31, 2006 or 2005.
Investment Valuation and Income Recognition
The Plans investments are stated at fair value.
The benefit-responsive investment
contract is adjusted to contract value on the Statement of Net Assets Available for Benefits and in Note 8 to
the financial statements, as required by the FSP. Quoted market prices are used to value
investments be they mutual funds or common stock. Shares of mutual funds are valued at the net
asset value of shares held by the Plan at year end. Participant loans are valued at their
outstanding balances, which approximate fair value.
The fair value of investments that do not have readily ascertainable market values (such as common
collective trusts) have been estimated by the trustee based on the underlying assets of the
portfolio. These investments aggregate to $2,747,710 or 10.7 percent of the Plan assets at December
31, 2006, and aggregate to $2,270,598 or 11.9 percent of the Plan assets at December 31, 2005.
5
Wright Express Corporation
Employee Savings Plan
Notes to Financial Statements
Purchases and sales of investments are recorded on a trade-date basis. Interest income is recorded
on the accrual basis. Dividend income is recorded on the ex-dividend date.
Management fees and operating expenses charged to the Plan for investments in the mutual funds and
common collective trust are deducted from income earned on a daily basis and are not separately
reported.
3. INVESTMENTS
The following presents investments that represent 5 percent or more of the Plans net assets
available for benefits
at December 31, 2006 and 2005:
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2006 |
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2005 |
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Merrill Lynch Retirement Preservation Trust |
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$ |
2,747,710 |
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$ |
2,270,598 |
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Columbia Mid Cap Value Fund |
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1,378,092 |
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American Growth Fund of America |
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2,063,187 |
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Harbor Small Cap Value Fund Investor |
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2,856,008 |
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2,835,110 |
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Alliance Bernstein International Growth |
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2,402,402 |
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Oppenheimer Developing Markets Fund A |
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1,388,037 |
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Davis New York Venture Fund |
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2,138,151 |
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1,468,545 |
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PIMCO Total Return Fund |
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2,362,331 |
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2,003,048 |
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Allianz CCM Capital Appreciation Fund |
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1,519,189 |
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1,424,054 |
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ING International; Value Fund CL A |
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1,581,421 |
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Allianz OCC Renaissance Fund A |
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1,242,617 |
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During the year ended December 31, 2006, the Plans investments (including gains and losses on
investments bought and sold, as well as held during the year) appreciated in value as follows:
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Mutual Funds |
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$ |
1,712,997 |
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Wright Express Corporation Common Stock Fund |
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47,133 |
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$ |
1,760,130 |
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4. INCOME TAX STATUS
The Plan document has not been submitted to the Internal Revenue Service for a determination of its
qualified status. However, the Companys management believes that the Plan has been designed and is
being operated in compliance with the applicable requirements of the Code. Therefore, no provision
for income tax has been included in the Plans financial statements.
6
Wright Express Corporation
Employee Savings Plan
Notes to Financial Statements
5. EXEMPT PARTY-IN-INTEREST TRANSACTION
Certain plan investments are shares of mutual funds managed by Merrill Lynch. Merrill Lynch is the
trustee as defined by the Plan. Fees paid by the Plan for investment management services were
included as a reduction of the return earned on each fund.
The Plan held 9,486.7 shares of common
stock of the Company with a cost basis of $248,594 as of December 31, 2006, and held 2,561.5 shares
of common stock of the Company with a cost basis of $56,217 as of December 31, 2005. The Company is
the sponsoring employer. During the year ended December 31, 2006, no dividends were recorded by the
Plan related to the Company stock. These transactions qualify as exempt party-in-interest
transactions.
6. ADMINISTRATIVE EXPENSES
Substantially all of the administrative expenses of the Plan are paid for by the Company. If the
Company does not pay the expenses, they shall be paid from the Plan.
7. PLAN TERMINATION
Although the Company has not expressed any intent to terminate the Plan, it has the right under the
Plan to discontinue contributions at any time and to terminate the Plan subject to the provisions
set forth in ERISA. In the event of termination of the Plan, the net assets of the Plan are set
aside, first, for payment of all Plan expenses and, second, for distribution to the participants,
based upon the balances in their individual accounts.
8. RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500
The following is a reconciliation of investments per the financial statements to Form 5500
as of December 31, 2006 and 2005:
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2006 |
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2005 |
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Investments participant directed at fair value per the
financial statements |
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$ |
25,656,660 |
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$ |
19,146,258 |
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Adjustment from fair value to contract value for
stable value fund |
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52,187 |
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39,870 |
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Investments per Form 5500 |
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$ |
25,708,847 |
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19,186,128 |
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7
Wright Express Corporation
Employee Savings Plan
Form 5500 Schedule H, Part IV, line 4i Schedule of Assets (Held at End of Year)
December 31, 2006
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(a) |
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(b) Identity of Issue, Borrower, Lessor or
Similar Party |
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(c) Description of Investment |
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(d) Cost |
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(e) Current Value |
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Blackrock |
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Large Cap Value Fund (A) |
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* |
* |
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$ |
945,699 |
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PIMCO |
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Total Return Fund |
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* |
* |
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2,362,331 |
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Oppenheimer Quest |
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Balanced Value Fund |
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* |
* |
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501,254 |
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Oakmark |
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Equity and Income Fund |
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* |
* |
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715,036 |
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Allianz CCM |
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Capital Appreciation Fund |
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* |
* |
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1,519,189 |
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Davis |
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New York Venture Fund |
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* |
* |
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2,138,151 |
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Munder |
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Mid Cap Core Growth Fund |
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* |
* |
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666,938 |
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Columbia |
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Mid Cap Value Fund |
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* |
* |
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1,378,092 |
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* |
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Merrill Lynch |
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S&P 500 Index Fund |
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* |
* |
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775,267 |
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American |
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Growth Fund of America |
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* |
* |
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2,063,187 |
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Alliance |
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Bernstein International Growth |
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* |
* |
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2,402,402 |
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Jennison |
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Small Company Fund |
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* |
* |
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406,021 |
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Harbor |
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Small Cap Value Fund (Inv.) |
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* |
* |
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2,856,008 |
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Oppenheimer |
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Developing Markets Fund (A) |
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* |
* |
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1,388,037 |
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Oppenheimer |
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International Growth Fund (A) |
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* |
* |
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883,473 |
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Scudder |
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RREEF Real Estate Fund (A) |
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* |
* |
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966,937 |
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Mainstay |
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High Yield Corporate Bond Fund |
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* |
* |
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254,730 |
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Total mutual funds |
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22,222,752 |
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* |
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Merrill Lynch |
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Retirement Preservation Trust stable value fund |
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* |
* |
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2,747,710 |
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* |
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Wright Express |
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Wright Express Corporation |
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Common Stock Fund |
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* |
* |
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295,699 |
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* |
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Various participants |
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Participant Loans maturing |
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at various dates through |
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April 2020 at interest rates |
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of 5.0% - 10.5% |
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* |
* |
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390,499 |
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Total investments at fair value |
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25,656,660 |
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Adjustment from fair value to contract value |
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for stable value fund |
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52,187 |
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Investments per Form 5500 |
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$ |
25,708,847 |
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* |
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Party-in-interest |
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** |
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Cost information is not required for participant-directed investments and
therefore is not included. |
9
REQUIRED INFORMATION
The Wright Express Corporation Employee Savings Plan (Plan) is subject to the Employee Retirement
Income Security Act of 1974 (ERISA). Therefore, in lieu of the requirements of Items 1-3 of Form
11-K, the financial statements of the Plan for the fiscal year ended December 31, 2006 and
supplemental schedules, which have been prepared in accordance with the financial reporting
requirements of ERISA, are attached hereto as Appendix 1 and incorporated herein by reference.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Committee to administer
the Plan has duly caused this annual report to be signed on its behalf by the undersigned hereunto
duly authorized.
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Wright Express Employee Savings Plan
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Date: June 27, 2007 |
By |
/s/ Robert Cornett
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Robert Cornett |
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Committee Member |
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Date: June 27, 2007 |
By |
/s/ Hilary Rapkin
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Hilary Rapkin |
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Committee Member |
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Date: June 27, 2007 |
By |
/s/ Steven Elder
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Steven Elder |
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Committee Member |
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Date: June 27, 2007 |
By |
/s/ Kelley Shimansky
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Kelley Shimansky |
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Committee Member |
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10