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 SeptemberJune 30, 20182019 OR

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

For the transition period from                     to  __________

Commission File No. 001-37986

INTERNATIONAL MONEY EXPRESS, INC.
(Exact name of registrant as specified in its charter)

Delaware 47-4219082
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)

9480 South Dixie Highway
Miami, Florida
 
 
33156
(Address of Principal Executive Offices) (Zip Code)

(305) 671-8000
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:

FINTECH ACQUISITION CORP. II, 2929 Arch Street, Suite 1703, Philadelphia, PA 19104Title of each classTrading Symbol(s)Name of each exchange on which registered
(Former name, former address and former fiscal year, if changed since last report)Common stock ($0.0001 par value)IMXINasdaq Capital Market

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

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).  Yes   No 

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

 
    Large accelerated filer
    Accelerated filer
 
    Non-accelerated filer
    Smaller reporting company
  
    Emerging growth company

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes   No 

As of November 9, 2018,August 6, 2019 there were 36,182,78337,982,848 shares of the registrant’s common stock, $0.0001 par value per share, outstanding. The registrant has no other class of common stock outstanding.



INTERNATIONAL MONEY EXPRESS, INC.
INDEX TO FINANCIAL STATEMENTS

  Page
   

3
  
PART 1 - FINANCIAL INFORMATION 
   
Item 1.1
4
   
 1
4
   
 2
5
   
 3
6
   
 4
8
   
 6
10
   
Item 2.19
21
   
Item 3.33
36
   
Item 4.34
37
   
PART II - OTHER INFORMATION 
   
Item 1.35
39
   
Item 1A.35
39
   
Item 2.35
39
   
Item 3.35
39
   
Item 4.35
39
   
Item 5.35
39
   
Item 6.35
39
   
 3741


2
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

Statements contained in this Quarterly Report on Form 10-Q that reflect our current views with respect to future events and financial performance, business strategies, expectations for our business and the business of the Company and any other statements of a future or forward-looking nature, constitute “forward-looking statements” for the purposes of federal securities laws. Our forward-looking statements include, but are not limited to, statements regarding our or our management’s expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would,” “will,” “approximately,” “shall” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this Quarterly Report on Form 10-Q may include, for example, the future financial performance of the Company.

The forward-looking statements contained in this Quarterly Report on Form 10-Q are based on our current expectations and beliefs concerning future developments and their potential effects on us. We cannot assure you that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. Some factors that could cause actual results to differ include, but are not limited to:

the ability to maintain the listing of our common stock on Nasdaq;

·the ability to maintain the listing of our common stock on Nasdaq;
the ability to recognize the anticipated benefits of the Merger, which may be affected by, among other things, competition, and the ability of the combined business to grow and manage growth profitably;
changes in applicable laws or regulations;

·the ability to recognize the anticipated benefits of the Merger, which may be affected by, among other things, competition, and the ability of the combined business to grow and manage growth profitably;
the possibility that we may be adversely affected by other economic, business and/or competitive factors;

·changes in applicable laws or regulations;

·the possibility that we may be adversely affected by other economic, business and/or competitive factors;

·factors relating to our business, operations and financial performance, including:

o
competition in the markets in which we operate;

ocompetition in the markets in which we operate;

oour ability to maintain agent relationships on terms consistent with those currently in place;

o
our ability to maintain banking relationships necessary for us to conduct our business;

o
credit risks from our agents and the financial institutions with which we do business;

o
bank failures, sustained financial illiquidity, or illiquidity at our clearing, cash management or custodial financial institutions;

onew technology or competitors that disrupt the current ecosystem;
our ability to meet our debt obligations and remain in compliance with our credit facility requirements;

o
interest rate risk from elimination of LIBOR as a benchmark interest rate;

o
new technology or competitors that disrupt the current ecosystem;

o
cyber-attacks or disruptions to our information technology, computer network systems and data centers;

o
our success in developing and introducing new products, services and infrastructure;

o
customer confidence in our brand and in consumer money transfers generally;

o
our ability to maintain compliance with the regulatory requirements of the jurisdictions in which we operate or plan to operate;

o
international political factors or implementation of tariffs, border taxes or restrictions on remittances or transfers of money out of the United States;

o
changes in tax laws and unfavorable outcomes of tax positions we take;

o
political instability, currency restrictions and devaluation in countries in which we operate or plan to operate;

o
weakness in U.S. or international economic conditions;

o
change or disruption in international migration patterns;

o
our ability to protect our brand and intellectual property rights;

o
our ability to retain key personnel;

o
changes in foreign exchange rates could impact consumer remittance activity; and
other economic, business and/or competitive factors, risks and uncertainties, including those described in the section entitled “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2018.

·other economic, business and/or competitive factors, risks and uncertainties, including those described in the section entitled “Risk Factors” in the prospectus, dated October 25, 2018, filed pursuant to Rule 424(b)(3), as may be updated by the other documents that we file with the Securities and Exchange Commission.

We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

PART 1 – FINANCIAL INFORMATION
ITEM 1.
FINANCIAL STATEMENTS

INTERNATIONAL MONEY EXPRESS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)(in thousands, except for share data)

 Successor Company 
  
September 30,
2018
    
December 31,
2017
    
June 30,
2019
    
December 31,
2018
  
ASSETS       (unaudited)    
Current assets:            
Cash $82,490,398  $59,155,618  $106,884  $73,029 
Accounts receivable, net of allowance of $340,178 and $307,562, respectively
  80,923,807   51,374,377 
Accounts receivable, net of allowance of $670 and $842, respectively
 93,029  35,795 
Prepaid wires  5,119,778   7,675,491  8,890  26,655 
Other prepaid expenses and current assets  3,472,124   900,386   2,260   3,171 
Total current assets  172,006,107   119,105,872  211,063  138,650 
              
Property and equipment, net  9,525,295   8,490,794  11,071  10,393 
Goodwill  36,259,666   36,259,666  36,260  36,260 
Intangible assets, net  39,389,769   48,741,032  32,058  36,395 
Deferred tax asset, net  -   1,748,854  1,932  2,267 
Other assets  639,119   1,706,693   1,993   1,874 
Total assets $
 257,819,956
  $
 216,052,911
  $294,377  $225,839 
              
LIABILITIES AND STOCKHOLDERS' EQUITY        
LIABILITIES AND STOCKHOLDERS’ EQUITY      
Current liabilities:              
Current portion of long-term debt, net $4,078,627  $3,913,436  $5,767  $3,936 
Accounts payable  14,060,179   8,919,796  14,451  11,438 
Wire transfers and money orders payable  78,152,404   48,276,649  83,780  36,311 
Accrued and other  14,018,061   11,514,449 
Accrued and other liabilities  19,275   16,355 
Total current liabilities  110,309,271   72,624,330  123,273  68,040 
              
Long term liabilities:        
Deferred tax liability, net  5,157,019   - 
Long-term liabilities:      
Debt, net  104,423,502   107,526,462   126,144   113,326 
Total long term liabilities  109,580,521   107,526,462 
Total long-term liabilities 126,144  113,326 
              
Commitments and contingencies, see Note 11        
Commitments and Contingencies, see Note 13      
              
Stockholders' equity:        
Common stock $0.0001 par value; 200,000,000 shares authorized, 36,182,783 and 17,227,682 shares issued and outstanding as of September 30, 2018 and December 31, 2017, respectively
  3,619   1,723 
Stockholders’ equity:      
Common stock $0.0001 par value; 230,000,000 shares authorized, 37,982,848 and 36,182,783 shares issued and outstanding as of June 30, 2019 and December 31, 2018, respectively
 4  4 
Additional paid-in capital  60,203,431   46,076,220  53,118  61,889 
Accumulated deficit  (22,281,866)  (10,173,453) (8,203) (17,418)
Accumulated other comprehensive income (loss)  4,980   (2,371)  41   (2)
Total stockholders' equity  37,930,164   35,902,119 
Total liabilities and stockholders' equity $257,819,956  $216,052,911 
Total stockholders’ equity  44,960   44,473 
Total liabilities and stockholders’ equity $294,377  $225,839 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

INTERNATIONAL MONEY EXPRESS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
AND COMPREHENSIVE INCOME
(in thousands, except for share data, unaudited)

  
Three Months Ended
June 30,
  
Six Months Ended
June 30,
 
  2019  2018  2019  2018 
Revenues:            
Wire transfer and money order fees $70,490  $59,368  $128,941  $107,222 
Foreign exchange  11,623   10,585   21,025   18,316 
Other income  562   426   1,058   797 
Total revenues  82,675   70,379   151,024   126,335 
                 
Operating expenses:                
Service charges from agents and banks  54,622   46,323   100,191   84,260 
Salaries and benefits  7,597   7,441   15,194   13,673 
Other selling, general and administrative expenses  5,337   4,184   11,061   8,185 
Transaction costs  -   2,553   -   4,014 
Depreciation and amortization  3,155   3,818   6,307   7,607 
Total operating expenses  70,711   64,319   132,753   117,739 
                 
Operating income  11,964   6,060   18,271   8,596 
                 
Interest expense  2,288   3,392   4,358   6,676 
                 
Income before income taxes  9,676   2,668   13,913   1,920 
                 
Income tax provision  2,602   824   3,683   616 
                 
Net income  7,074   1,844   10,230   1,304 
                 
Other comprehensive income (loss)  35   (36)  43   (15)
                 
Comprehensive income $7,109  $1,808  $10,273  $1,289 
                 
Income per common share:                
Basic and diluted $0.19  $0.11  $0.28  $0.08 
                 
Weighted-average common shares outstanding:                
Basic  37,505,598   17,227,682   36,847,845   17,227,682 
Diluted  37,594,151   17,227,682   36,898,462   17,227,682 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

INTERNATIONAL MONEY EXPRESS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
(in thousands, except for share data, unaudited)

  Three Months Ended 

 
Common Stock
 
Additional
Paid-in Capital


Accumulated
Deficit
  
Accumulated Other
Comprehensive
Income
  
Total
Stockholders’
Equity
 
   
 Shares  Amount 
Balance, March 31, 2019  36,182,783  $4  $62,515  $(15,277) $6  $47,248 
Warrant exchange  1,800,065   -   (10,031)  -   -   (10,031)
Net income  -   -   -   7,074   -   7,074 
Share-based compensation  -   -   634   -   -   634 
Adjustment from foreign currency translation, net  -   -   -   -   35   35 
Balance, June 30, 2019  37,982,848  $4  $53,118  $(8,203) $41  $44,960 


  Three Months Ended 

  
Common Stock
  
Additional
Paid-in Capital
  
Accumulated
Deficit
  
Accumulated Other
Comprehensive
Income (Loss)
  
Total
Stockholders’
Equity
 
 
  Shares  Amount 
Balance, March 31, 2018  17,227,682  $2  $46,304  $(10,714) $19  $35,611 
Net income  -   -   -   1,844   -   1,844 
Share-based compensation  -   -   485   -   -   485 
Adjustment from foreign currency translation, net  -   -   -   -   (36)  (36)
Balance, June 30, 2018  17,227,682  $2  $46,789  $(8,870) $(17) $37,904 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

INTERNATIONAL MONEY EXPRESS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (CONTINUED)
(in thousands, except for share data, unaudited)

  Six Months Ended 
   
Common Stock
  
Additional
Paid-in Capital
  
Accumulated
Deficit
  
Accumulated Other
Comprehensive
Income (Loss)
  
Total
Stockholders’
Equity
 
 
 Shares  Amount 
Balance, December 31, 2018  36,182,783  $4  $61,889  $(17,418) $(2) $44,473 
Adoption of new accounting pronouncement  -   -   -   (1,015)  -   (1,015)
Warrant exchange  1,800,065   -   (10,031)  -   -   (10,031)
Net income  -   -   -   10,230   -   10,230 
Share-based compensation  -   -   1,260   -   -   1,260 
Adjustment from foreign currency translation, net  -   -   -   -   43   43 
Balance, June 30, 2019  37,982,848  $4  $53,118  $(8,203) $41  $44,960 

  Six Months Ended 
       Common Stock  
Additional
Paid-in Capital
  
Accumulated
Deficit
  
Accumulated Other
Comprehensive
Loss
  
Total
Stockholders’
Equity
 
 
 Shares  Amount 
Balance, December 31, 2017  17,227,682  $2  $46,076  $(10,174) $(2) $35,902 
Net income  -   -   -   1,304   -   1,304 
Share-based compensation  -   -   713   -   -   713 
Adjustment from foreign currency translation, net  -   -   -   -   (15)  (15)
Balance, June 30, 2018  17,227,682  $2  $46,789  $(8,870) $(17) $37,904 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

INTERNATIONAL MONEY EXPRESS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands, unaudited)

  Six Months Ended June 30, 
  2019  2018 
    
Cash flows from operating activities:      
Net income $10,230  $1,304 
Adjustments to reconcile net income to net cash provided by operating activities:
        
Depreciation and amortization  6,307   7,607 
Share-based compensation  1,260   713 
Provision for bad debt  552   385 
Debt origination costs amortization  358   464 
Deferred taxes  672   (1,031)
Loss on disposal of property and equipment  113   104 
Total adjustments  9,262   8,242 
Changes in operating assets and liabilities:        
Accounts receivable  (57,861)  (4,821)
Prepaid wires  17,954   (6,662)
Other prepaid expenses and assets  726   (19)
Wire transfers and money orders payable  47,222   1,787 
Accounts payable and accrued and other liabilities  4,553   7,099 
Net cash provided by operating activities  32,086   6,930 
         
Cash flows from investing activities:        
Purchases of property and equipment  (2,413)  (2,238)
Acquisition of agent locations  (250)  - 
Net cash used in investing activities  (2,663)  (2,238)
         
Cash flows from financing activities:        
Borrowings under term loan  12,000   - 
Borrowings (repayments) under revolving loan, net  5,000   (2,425)
Repayment of term loan  (2,402)  - 
Debt origination costs  (240)  - 
Cash paid in warrant exchange  (10,031)  - 
Net cash provided by (used in) financing activities  4,327   (2,425)
         
Effect of exchange rate changes on cash  105   (86)
         
Net increase in cash and restricted cash  33,855   2,181 
         
Cash and restricted cash, beginning of the period  73,029   59,795 
         
Cash and restricted cash, end of the period $106,884  $61,976 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

INTERNATIONAL MONEY EXPRESS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)
(in thousands, unaudited)

  Six Months Ended June 30, 
  2019  2018 
    
Supplemental disclosure of cash flow information:      
Cash paid for interest $3,783  $6,205 
Cash paid for income taxes $1,060  $1,480 
         
Supplemental disclosure of non-cash investing activity:        
Agent business acquired in exchange for receivables $85  $- 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

INTERNATIONAL MONEY EXPRESS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

  Successor Company  
Predecessor
Company
 
 

Three Months Ended
September 30,


Nine
Months Ended
September 30,
2018


Period from
February 1, 2017
to September 30,
2017


Period from
January 1, 2017
to January 31,
2017

 
 
  2018  2017
  (Unaudited)    
Revenues:               
Wire transfer and money order fees $
  61,331,837
  $
 47,642,153
  $
  168,554,175
  $119,226,787  $
    11,876,919
 
Foreign exchange  10,697,168   8,413,051   29,013,221   21,690,233   2,449,709 
Other income  479,461   338,090   1,276,494   854,102   98,715 
Total revenues  72,508,466   56,393,294   198,843,890   141,771,122   14,425,343 
                     
Operating expenses:                    
Service charges from agents and banks  48,305,007   37,846,027   132,564,938   94,607,887   9,440,774 
Salaries and benefits  10,959,507   5,983,784   24,632,910   16,395,185   4,530,308 
Other selling, general and administrative expenses
  5,206,932   4,163,419   13,390,449   10,400,190   1,063,379 
Transaction costs  6,304,972   -   10,319,283   6,212,602   3,917,188 
Depreciation and amortization  4,142,139   4,553,042   11,749,513   12,056,986   381,746 
Total operating expenses  74,918,557   52,546,272   192,657,093   139,672,850   19,333,395 
                     
Operating (loss) income  (2,410,091)  3,847,022   6,186,797   2,098,272   (4,908,052)
                     
Interest expense  3,433,731   4,612,430   10,109,664   8,107,258   613,742 
                     
Loss before income taxes  (5,843,822)  (765,408)  (3,922,867)  (6,008,986)  (5,521,794)
                     
Income tax provision (benefit)  7,569,174   (191,727)  8,185,546   1,052,479   (2,203,373)
                     
Net loss  (13,412,996)  (573,681)  (12,108,413)  (7,061,465)  (3,318,421)
                     
Other comprehensive income (loss)  22,452   3,859   7,351   18,990   (2,453)
                     
Comprehensive loss $
 (13,390,544
)
 $(569,822) $   (12,101,062)
 $(7,042,475) $(3,320,874)
                     
Loss per common share:                    
Basic and diluted $(0.43) $(0.03) $(0.55) $(0.41)    
                     
Weighted-average common shares outstanding:                    
Basic and diluted  30,975,338   17,227,682   21,827,082   17,227,682     

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

INTERNATIONAL MONEY EXPRESS, INC.
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY
(Unaudited)

   
Common Stock
     
Additional
Paid-in Capital
       
Accumulated
Deficit
      
Accumulated Other
Comprehensive
Income (Loss)
      
Total
Stockholders'
Equity
   
 
  Shares  Amount  
Balance, December 31, 2017  17,227,682  $1,723  $46,076,220  $(10,173,453) $(2,371) $35,902,119 
Net equity infusion from reverse recapitalization  18,955,101   1,896   8,961,625   -   -   8,963,521 
Share-based compensation  -   -   5,165,586   -   -   5,165,586 
Adjustment from foreign currency translation, net  -   -   -   -   7,351   7,351 
Net loss  -   -   -   (12,108,413)  -   (12,108,413)
Balance, September 30, 2018  36,182,783  $3,619  $60,203,431  $(22,281,866) $4,980  $37,930,164 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

INTERNATIONAL MONEY EXPRESS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

    
Successor Company
    
Predecessor
Company
  

    
Nine
Months Ended
September 30,
2018
        
Period from
February 1, 2017
to September 30,
2017
        
Period from
January 1, 2017
to January 31,
2017
 
 
 
 
  (Unaudited)    
Cash flows from operating activities:         
Net loss $(12,108,413) $(7,061,465) $(3,318,421)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:            
Depreciation and amortization  11,749,513   12,056,986   381,746 
Share-based compensation  5,165,586   1,534,655   2,916,324 
Provision for bad debts  743,285   813,641   83,695 
Debt origination costs amortization  699,731   125,053   39,298 
Deferred taxes  6,905,873   903,181   (2,214,351)
Loss on disposal of property and equipment  151,724   86,351   13,472 
Total adjustments  25,415,712   15,519,867   1,220,184 
Changes in operating assets and liabilities:            
Accounts receivable  (30,285,672)  (26,826,448)  3,612,332 
Prepaid wires  2,784,622   (2,402,576)  7,848,641 
Other prepaid expenses and assets  (1,427,760)  (1,706,487)  70,927 
Wire transfers and money orders payables  29,639,809   13,100,915   (1,884,922)
Accounts payable and accrued other  16,497,269   (1,458,882)  1,103,326 
Net cash provided by (used in) operating activities  30,515,567   (10,835,076)  8,652,067 
             
Cash flows from investing activities:            
Purchases of property and equipment  (3,575,065)  (3,095,230)  (249,382)
Net cash used in acquisition  -   (923,654)  - 
Net cash used in investing activities  (3,575,065)  (4,018,884)  (249,382)
             
Cash flows from financing activities:            
Borrowings under term loan  -   102,000,000   - 
Proceeds from reverse recapitalization  101,663,573   -   - 
Cash consideration to Intermex shareholders
  (101,658,947)  -   - 
Borrowings (Repayments) under revolving loan, net  -   12,000,000   (2,000,000)
Repayment of term loan  (3,637,500)  (75,000,000)  - 
Debt origination costs  -   (4,682,830)  - 
Common dividend distributions  -   (20,000,000)  - 
Net cash (used in) provided by financing activities  (3,632,874)  14,317,170   (2,000,000)
             
Effect of exchange rate changes on cash  27,152   405,922   (15,196)
             
Net increase (decrease) in cash and restricted cash  23,334,780   (130,868)  6,387,489 
             
Cash and restricted cash, beginning of the period  59,795,280   44,628,247   38,240,758 
             
Cash and restricted cash, end of the period $83,130,060  $44,497,379  $44,628,247 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

INTERNATIONAL MONEY EXPRESS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)

    
Successor Company
    
Predecessor
Company
  
        
Nine
Months Ended
September 30,
2018
     
Period from
February 1, 2017
to September 30,
2017
        
Period from
January 1, 2017
to January 31,
2017
    
 
 
 
  (Unaudited)    
Supplemental disclosure of cash flow information:         
Cash paid for interest $9,409,516  $8,556,649  $658,888 
Cash paid for income taxes  1,494,900   400,000   - 
             
Supplemental disclosure of non-cash financing activity:            
Agent business acquired in exchange for receivables  -   639,688   - 
Intermex transaction accruals settled by acquisition proceeds
   9,062,769   -   - 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

INTERNATIONAL MONEY EXPRESS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

NOTE 1 - BUSINESS AND ACCOUNTING POLICIES

On July 26, 2018 (the “Closing Date”), International Money Express, Inc. (formerly FinTech Acquisition Corp. II) consummated the previously announced transaction (the “Merger”) by and among FinTech Acquisition Corp. II, a Delaware corporation (“FinTech”), FinTech II Merger Sub Inc., a wholly-owned subsidiary of FinTech (“Merger Sub 1”), FinTech II Merger Sub 2 LLC, a wholly-owned subsidiary of FinTech (“Merger Sub 2”), Intermex Holdings II, Inc. (“Intermex”) and SPC Intermex Representative LLC (“SPC Intermex”)(See Note 2). As a result of the Merger, the separate corporate existence of Intermex ceased and Merger Sub 2 (which changed its name to International Money Express Sub 2, LLC in connection with the closing of the Merger) continued as the surviving entity. In connection with the closing of the Merger, FinTech changed its name to International Money Express, Inc. (the “Company”). Unless the context below otherwise provides, the “Company” refers to the combined company following the Merger and, together with their respective subsidiaries, “FinTech” refers to the registrant prior to the closing of the Merger and “Intermex” refers to Intermex Holdings II, Inc. prior to the closing of Merger.

The condensed consolidated financial statements of the Company include Intermex, its wholly-owned indirect subsidiary, Intermex Wire Transfer, LLC (“LLC”), Intermex Wire Transfers de Guatemala, S.A. (“Guatemala”) - 99.8% owned by LLC, Intermex Wire Transfer de Mexico, S.A. and Intermex Transfers de Mexico, S.A. (“Mexico”) - 98% owned by LLC, Intermex Wire Transfer Corp. - 100% owned by LLC and Intermex Wire Transfer II, LLC - 100% owned by LLC.

The Merger has beenwas accounted for as a reverse recapitalization where FinTech was treated as the “acquired” company for financial reporting purposes. This determination was primarily based on the facts that following the Merger, the former stockholders of Intermex control the majority of the voting rights in respect of the board of directors of the Company, Intermex comprising the ongoing operations of the Company and Intermex’s senior management comprising the senior management of the Company. Accordingly, the Merger iswas treated as the equivalent of Intermex issuing stock for the net assets of FinTech, accompanied by a recapitalization. The net assets of FinTech arewere stated at historical cost, with no goodwill or other intangible assets resulting from the Merger. The consolidated assets, liabilities and results of operations prior to the Closing Date of the Merger are those of Intermex, and FinTech’s assets, liabilities and results of operations are consolidated with Intermex beginning on the Closing Date. The shares and corresponding capital amounts included in common stock and additional paid-in capital, pre-merger, have been retroactively restated as shares reflecting the exchange ratio in the Merger for all Successor periods.Merger. The historical financial information and operating results of FinTech prior to the Merger have not been separately presented in these condensed consolidated financial statements as they were not significant or meaningful.

Stella Point Capital, LLC (“Stella Point”) acquired a majority interest in Intermex on February 1, 2017 as discussed in further detail in Note 2. In connection with the acquisition of Intermex by Stella Point, the Company applied “push-down” accounting and the assets and liabilities were adjusted to fair value on the closing date of the transaction, February 1, 2017. As a result, the Company's condensed consolidated financial statement presentation distinguishes between a predecessor period ("Predecessor") for periods prior to the transaction, and a successor period ("Successor"), for periods subsequent to the transaction.

The Company operates as a money transmitter, primarily between the United States of America (“U.S.”) and Mexico, Guatemala and other countries in Latin America and Africa through a network of authorized agents located in various unaffiliated retail establishments throughout the U.S.

INTERNATIONAL MONEY EXPRESS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

All significant inter-company balances and transactions have been eliminated from theThe condensed consolidated financial statements. statements of the Company include Intermex, its wholly-owned indirect subsidiary, Intermex Wire Transfer, LLC (“LLC”), Intermex Wire Transfers de Guatemala, S.A. (“Intermex Guatemala”) - 99.8% owned by LLC, Intermex Wire Transfer de Mexico, S.A. and Intermex Transfers de Mexico, S.A. (“Intermex Mexico”) - 98% owned by LLC, Intermex Wire Transfer Corp. - 100% owned by LLC, Intermex Wire Transfer II, LLC - 100% owned by LLC and Canada International Transfers Corp. - 100% owned by LLC. Non-controlling interest in the results of operations of consolidated subsidiaries represents the minority stockholders’ share of the profit or (loss) of Intermex Mexico and Intermex Guatemala. The non-controlling interest asset and non-controlling interest in the portion of the profit or (loss) from operations of these subsidiaries were not recorded by the Company as they are considered immaterial.

The condensed consolidated financial statements are prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). Certain reclassificationsAll significant inter-company balances and transactions have been made to prior-year amounts ineliminated from the condensed consolidated statements of operations and comprehensive loss to conform to current-year reporting classifications. Principally, certain employee benefits that were classified as other selling, general and administrative expenses are now presented within salaries and benefits. The reclassifications had no impact on operating (loss) income or net loss.financial statements.

INTERNATIONAL MONEY EXPRESS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

The Company’s interim condensed consolidated financial statements and related notes are unaudited. In the opinion of management, all adjustments (including normal recurring adjustments) and disclosures necessary for a fair presentation of these interim statements have been included. The results reported in these interim financial statements are not necessarily indicative of the results that may be reported for the entire year. Certain information and footnote disclosures required by GAAP have been condensed or omitted. These interimcondensed consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes of Intermex Holdings, Inc. (“Holdings”)thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2017 (“Audited Financial Statements”) disclosed in the prospectus, dated October 25, 2018, filed pursuant to Rule 424(b)(3), starting on page F-14. Holdings is an indirect wholly owned subsidiary of the Company and has no operations of its own, other than its ownership of its subsidiaries.2018.

Accounting Pronouncements

The Financial Accounting Standards Board (“FASB”) issued amended guidance, Restricted Cash, which requires restricted cash to be presented with cash and cash equivalents in the condensed consolidated statements of cash flows. The Company adopted this guidance in the first quarter of 2018 using a retrospective transition method for each period presented. Cash and restricted cash included $639,662 of restricted cash for all beginning and ending periods presented in the condensed consolidated statements of cash flows, which is included in other prepaid expenses and current assets, and other assets in the Company’s condensed consolidated balance sheets at September 30, 2018 and December 31, 2017, respectively. The restricted cash was deposited with a U.S. bank as cash collateral for an irrevocable stand-by letter of credit issued as collateral for the operating lease of the Company’s headquarters. This lease was renegotiated in April 2018, and accordingly, the letter of credit is no longer required; the Company expects to collect these funds in the fourth quarter of 2018.

The FASB issued guidance, Improvements to Employee Share-Based Payment Accounting, which simplifies several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. The Company adopted this guidance in the first quarter of 2018 and the impact of this adoption did not have a material impact on the Company’s condensed consolidated financial statements.

The FASB issued guidance, Revenue from Contracts with Customers, which amended the existing accounting standards for revenue recognition. Refer to Note 3 for additional discussion on the adoption of this standard on January 1, 2019.

The newFASB issued amended guidance, establishes principles for recognizing revenue uponStatement of Cash Flows - Classification of Certain Cash Receipts and Cash Payments, which clarifies how certain cash receipts and cash payments are presented and classified in the transfercondensed consolidated statements of promised goods or services to customers,cash flows. The amendments are aimed at reducing the existing diversity in an amount that reflects the expected consideration received in exchange for those goods or services. Thispractice. The Company adopted this guidance is required to be adopted by the Company in the first quarter of 2019 and can be applied using eitherapplying a retrospective or a modified retrospective approach. Based on our assessmentapproach for each period presented. The adoption of the new standard, we have determined the vast majority of our revenues include only one performance obligation, which is to collect the consumer's money and make funds available for payment, generally on the same day, to a designated recipient in the currency requested. Accordingly, management believes this standard willguidance did not have a material impact on the Company’scondensed consolidated financial statements and expects to adopt this standard using the modified retrospective approach, with the cumulative effect of adoption, if any, included in accumulated deficit as of January 1, 2019. However, management is continuing to assess the requirements of the new revenue guidance, including enhanced disclosures and reporting requirements.statements.

INTERNATIONAL MONEY EXPRESS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

The FASB issued amended guidance, Business Combinations - Clarifying the Definition of a Business, which assists entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. This guidance is required to be adopted by the Company in the first quarter of 2019 on a prospective basis, and the Company does not believe it will have a material impact on the consolidated financial statements.

The FASB issued guidance, Leases, to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet for those leases classified as operating leases under previous U.S. GAAP.accounting rules. The guidance requires that a lessee recognize a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term on the balance sheet. This guidance is required to be adopted by the Company beginning in the first quarter of 2020 and must be applied using a modified retrospective approach. The Company is currently evaluating the impact this guidance will have on the consolidated financial statements.

The FASB issued amended guidance, Statement of Cash Flows - Classification of Certain Cash Receipts and Cash Payments, which clarifies how certain cash receipts and cash payments are presented and classified in the consolidated statements of cash flows. The amendments are aimed at reducing the existing diversity in practice. This guidance is required to be adopted by the Company in the first quarter of 2019 and must be applied using a retrospective approach for each period presented. The adoption of this guidance is not expected to have a material impact on the consolidated financial statements.

The FASB issued amended guidance, Intangibles – Goodwill and other (Topic 350): Simplifying the Test for Goodwill Impairment. The amended standard simplifies how an entity tests goodwill by eliminating Step 2 of the goodwill impairment test related to measuring an impairment charge. Instead, impairment will be recorded for the amount that the carrying amount of a reporting unit exceeds its fair value. This new guidance is effective for the Company beginning in in the first quarter of 2021. The adoption of this guidance is not expected to have a material impact on the consolidated financial statements.

The FASB issued guidance, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, regarding the measurement of credit losses for certain financial instruments. The new standard replaces the incurred loss model with a current expected credit loss (“CECL”) model. The CECL model is based on historical experience, adjusted for current conditions and reasonable and supportable forecasts. The Company currently is required to adopt the new standard beginning in the first quarter of 2021.2022. The Company is currently evaluating the impact this guidance will have on the consolidated financial statements.

NOTE 2 – FINTECH MERGER AND STELLA POINT ACQUISITION

Reclassifications

Certain reclassifications have been made to prior-year amounts to conform with current presentation.

FinTech Merger

As discussed in Note 1, on July 26, 2018 Intermex and FinTech consummated the Merger, which has beenwas accounted for as a reverse recapitalization. Immediately prior to the Merger, FinTech’s shareholders exercised their right to redeem certain of their outstanding shares for cash, resulting in the redemption of 4,938,2324.9 million shares of FinTech for gross redemption payments of $49,808,935.$49.8 million. Subsequent to this redemption, there were 18,955,10118.9 million outstanding shares. The aggregate consideration paid in the Merger by FinTech to the Intermex shareholders consisted of approximately (i) $102.0 million in cash and (ii) 17.2 million shares of FinTech common stock. In accounting for the reverse recapitalization, the net cash proceeds received in the third quarter of 2018 from FinTech amounted to $4,626$5.0 thousand as shown in the table below:below (in thousands):

INTERNATIONAL MONEY EXPRESS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

Cash balance available to Intermex prior to the consummation of the Merger $110,726,342  $110,726 
Less:       
Intermex Merger costs paid from acquisition proceeds at closing  (9,062,769) (9,062)
Cash consideration to Intermex shareholders  (101,658,947)  (101,659)
Net cash proceeds from reverse recapitalization $4,626  $5 
       
Cash balance available to Intermex prior to the consummation of the Merger $110,726,342  $110,726 
Less:       
Cash consideration to Intermex shareholders  (101,658,947) (101,659)
Other FinTech assets acquired and liabilities assumed in the Merger:       
Prepaid expenses  76,478  76 
Accrued liabilities  (180,352) (136)
Deferred tax assets  982 
Net equity infusion from FinTech $8,963,521  $9,989 

Cash consideration to Intermex shareholders includes the payout of all vested Incentive Units issued to employees of the Company as discussed in Note 8.10.

After the completion of the Merger on July 26, 2018, there were 36,182,78336.2 million shares of International Money Express, Inc. common stock outstanding, warrants to purchase 8,959,9999 million shares of common stock and 3,371,3893.4 million shares reserved for issuance under the International Money Express, Inc. 2018 Omnibus Equity Compensation Plan (See Note 8)10).

Acquisition by Stella PointTransaction Costs

Direct costs related to the Merger were expensed as incurred and included as “transaction costs” in the condensed consolidated statements of operations and comprehensive income. Transaction costs included all internal and external costs directly related to the Merger, consisting primarily of legal, consulting, accounting, advisory and financing fees and certain incentive bonuses directly related to the Merger. Transaction costs for the three and six months ended June 30, 2018 amounted to $2.6 million and $4.0 million, respectively.

NOTE 3 – REVENUE RECOGNITION STANDARD

On FebruaryJanuary 1, 2016, Intermex and its majority owner at2019, the time, Lindsay Goldberg LLC, entered intoCompany adopted the new accounting standard, Revenue from Contracts with Customers, as amended, which modified the existing accounting standards for revenue recognition. The guidance establishes that an agreement with Stella Point, acquirer,entity should recognize revenue to depict the transfer of promised goods or services, that is, the satisfaction of performance obligations, to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The guidance establishes a five-step model to determine when revenue recognition is appropriate. The Company adopted the saleguidance using the modified retrospective approach recording the cumulative effect of Intermex. This acquisition was accounted forinitially applying the new guidance as a business combination and became effective on February 1, 2017 for a transaction pricean adjustment to the opening balance of $52,000,000 in cash, plus $12,410,000 of rollover equity from certain existing management holders, the assumption of approximately $78,000,000 of Intermex’s outstanding debt and an additional funding of $5,000,000 of Intermex debt. There was no contingent considerationaccumulated deficit in the transaction. Ascondensed consolidated balance sheet, amounting to $1.0 million, net of tax, with a result, Stella Point acquired 80.7% of the voting equity interest in Intermexcorresponding increase to deferred revenue liability, included within accrued and other minority stockholders acquiredliabilities in the remaining interest, none individually greater than 10%. The purchase pricecondensed consolidated balance sheet. In accordance with the modified retrospective approach, the comparative information has not been restated and continues to be reported under the accounting standards in excess of the fair value of acquired assets was accountedeffect for as goodwill, as discussed further below.that period.

INTERNATIONAL MONEY EXPRESS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

Net Assets Acquired

The acquisition methodFor the three and six months ended June 30, 2019, the Company recognized $82.7 million and $151.0 million in revenues from contracts with customers, respectively. There are no significant initial costs incurred to obtain contracts with customers. However, the Company’s loyalty program provides that for each money transfer completed customers earn points, which can be redeemed at a business combination requires thatlater time under the assets acquired and liabilities assumed be recognized at their allocated fair values asterms of the February 1, 2017 acquisition date, which is summarized below:

   
Successor
Company
  
Cash $43,064,931 
Accounts receivables  24,031,575 
Prepaid and other current assets  3,712,848 
Property and equipment  6,328,146 
Other assets  1,345,562 
Total tangible assets acquired  78,483,062 
Intangible assets acquired  62,660,000 
Deferred tax asset, net  2,118,801 
Less: Liabilities assumed  (115,111,529)
Net assets  28,150,334 
     
Goodwill  36,259,666 
Total purchase price $64,410,000 

The intangible assets acquired consist primarily ofloyalty program. Therefore, a trade name, agent relationships and developed technology. The excessportion of the purchaseinitial consideration overis recorded as deferred revenue (See Note 6). Prior to the fair valueimplementation of net tangiblethe standard, the Company used the incremental cost method to account for the loyalty program; therefore, a liability for the cost associated with the company’s future obligation to its customers was created and identifiable intangible assets acquiredthe loyalty program expense was recorded as goodwill, which is attributable to the workforcewithin Service charges from agents and reputation of Intermex. The accounting for this business combination has been completed, therefore the measurement period is closed. Goodwill was not deductible for income tax purposes.

Transaction Costs

Direct costs related to the Merger and Stella Point acquisition were expensed as incurred and included as “transaction costs”banks in the condensed consolidated statements of operations and comprehensive loss. Transaction costsincome. Under the new guidance, loyalty program expense is recorded as contra revenue. The loyalty program reserve balance as of January 1, 2019 of $0.6 million was credited to accumulated deficit as this became part of the beginning balance of the new deferred revenue liability.

Based on our assessment of the new standard, except for the loyalty program discussed above, we have determined that our revenues include only one performance obligation, which is to collect the consumer’s money and make funds available for payment, generally on the same day, to a designated recipient in the condensed consolidated statementscurrency requested.

The Company also offers several other services, including money orders and check cashing, for which revenue is derived by a fee per transaction. For substantially all of operationsthe Company’s revenues, the Company acts as the principal in transactions and comprehensive loss forreports revenue on a gross basis, as the three and nine months ended September 30, 2018 amountedCompany controls the service at all times prior to $6,304,972 and $10,319,283, respectively, and related specificallytransfer to the Merger, while expensescustomer, is primarily responsible for fulfilling the customer contracts, has the risk of $6,212,602 forloss and has the Successor period from February 1, 2017 through September 30, 2017 and $3,917,188 for the Predecessor period from January 1, 2017 through January 31, 2017 relateability to the Stella Point acquisition. Transaction costs include all internal and external costs directly related to the Merger and Stella Point acquisition, consisting primarily of legal, consulting, accounting, advisory and financing fees and certain incentive bonuses directly related to the Merger and Stella Point acquisition.establish transaction prices.

NOTE 4 – OTHER PREPAID EXPENSES AND CURRENT ASSETS

Other prepaid expenses and current assets consisted of the following (in thousands):

  
June 30,
2019
  
December 31,
2018
 
       
Prepaid insurance $190  $300 
Prepaid fees  807   719 
Notes receivable
  502   451 
Other prepaid expenses and current assets
  761   1,701 
  $2,260  $3,171 

NOTE 35 – GOODWILL AND OTHER INTANGIBLE ASSETS

Goodwill and the majority of the other intangibleIntangible assets on the condensed consolidated balance sheets of the Company were recognized upon the acquisition by Stella Point (see Note 2).consist of agent relationships, trade name, developed technology and other intangible assets. Agent relationships, trade name and developed technology are all amortized over 15 years using an accelerated method that correlates with the projected realization of the benefit. Other intangibles primarily relate to the acquisition of certain agent locations or company-owned stores, which are amortized straight line over 10 years. The determination of our other intangible fair values includes several assumptions that are subject to various risks and uncertainties. Management believes it has made reasonable estimates and judgments concerning these risks and uncertainties. A change in the conditions, circumstances or strategy of the Company may result in a need to recognize an impairment charge.

1013

INTERNATIONAL MONEY EXPRESS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

The following table presents the changes in goodwill and other intangible assets:assets (in thousands):

  Successor Company 
  Goodwill  Other Intangibles 
Balance at December 31, 2017 $36,259,666  $48,741,032 
Amortization expense  -   (9,351,263)
Balance at September 30, 2018 $36,259,666  $39,389,769 
  Goodwill  Other Intangibles 
Balance at December 31, 2018 $36,260  $36,395 
Acquisition of agent locations  -   335 
Amortization expense  -   (4,672)
Balance at June 30, 2019 $36,260  $32,058 

NOTE 46 – ACCRUED AND OTHER LIABILITIES

Accrued and other liabilities consisted of the following:following (in thousands):

 Successor Company 
  
September 30,
2018
 ��  
December 31,
2017
   
June 30,
2019
  
December 31,
2018
 
 
Payables to agents $8,302,004  $6,875,416  $9,962  $8,972 
Accrued compensation  1,542,822   1,092,460  1,419  2,344 
Accrued bank charges  884,069   897,404  978  983 
Accrued loyalty program rebates  840,039   164,581 
Accrued audit and accounting fees  603,322   233,592 
Accrued loyalty program reserve -  621 
Accrued interest 1,226  1,009 
Accrued legal fees  680,000   1,644,470  50  920 
Accrued taxes  694,871   318,792  1,467  745 
Deferred revenue loyalty program liability 2,322  - 
Other  470,934   287,734   1,851   761 
 $14,018,061  $11,514,449  $19,275  $16,355 

The following table shows the changes in the deferred revenue loyalty program liability (in thousands):

Balance, December 31, 2018 $- 
Adoption of ASC 606  1,976 
Revenue deferred during the period  1,378 
Revenue recognized during the period  (1,032)
Balance, June 30, 2019 $2,322 

NOTE 57 – DEBT

Debt consisted of the following:following (in thousands):

 Successor Company 
  
September 30,
2018
    
December 31,
2017
  
 
June 30,
2019
  
December 31,
2018
 
            
Revolving credit facility $20,000,000  $20,000,000  $35,000  $30,000 
Term loan  92,150,000   95,787,500   99,598   90,000 
  112,150,000   115,787,500  134,598  120,000 
Less: Current portion of long term debt (1)
  (4,078,627)  (3,913,436)
Less: Current portion of long-term debt (1)
 (5,767) (3,936)
Less: Debt origination costs  (3,647,871)  (4,347,602)  (2,687)  (2,738)
 $104,423,502  $
 107,526,462
  $126,144  $113,326 

(1)
Current portion of long-term debt is net of debt origination costs of $771,373$0.6 million at SeptemberJune 30, 20182019 and $936,564 at December 31, 2017.2018.

On August 23, 2017, Intermex entered into a Financing Agreement (the “Financing Agreement”) with MC Credit Partners to refinance its debt. The Financing Agreement includes a revolving credit facility that provides for funding of up to $20 million in the aggregateNovember 7, 2018 and a term loan in an aggregate principal amount of $97 million (together the “Senior Secured Credit Facility”). Interestfurther amended on the term loan and revolving credit facility is determined by reference to either LIBOR or a “base rate”, in each case plus an applicable margin of 9% per annum for LIBOR loans or 8% per annum for base rate loans. The principal amount of the term loan must be repaid in consecutive quarterly installments on the last business day of each March, June, September and December commencing in December 2017. The Company must repay an amount equal to 1.25% of the original amount borrowed for each quarterly payment from December 31, 2017 through September 30, 2019 and 2.50% of the original amount borrowed for each quarterly payment from December 31, 2019 and thereafter.

INTERNATIONAL MONEY EXPRESS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

On December 19, 2017, the Financing Agreement was amended to allow for the change of control of Intermex pursuant to the Merger. Upon closing of the Merger, the Company was required to pay $1.5 million in fees to MC Credit Partners, which were expensed as transaction costs in the condensed consolidated statements of operations and comprehensive loss for the three and nine months ended September 30, 2018 and funded by the proceeds received in the Merger.

On November 7, 2018, the Company entered into a new financing agreement (the “Credit Agreement”) with, among others, certain of its domestic subsidiaries as borrowers certain other domestic subsidiaries and a group of banking institutions. The Credit Agreement provides for a $35 million revolving credit facility, a $90 million term loan facility and an up to $30 million incremental facility. The Credit Agreement also provides for the issuance of letters of credit, which would reduce availability under the revolving credit facility. The proceeds of the loansCredit Agreement were used to repay existing indebtedness, for working capital purposes and to pay fees and expenses in connection with the transaction. The maturity date of the Credit Agreement is November 7, 2023.

INTERNATIONAL MONEY EXPRESS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

On March 25, 2019, the Company entered into an Increase Joinder No. 1 to the Credit Agreement (the “Increase Joinder”), which was accounted for as a debt modification, under which the Company received $12 million from the incremental facility on April 29, 2019. The proceeds of the Increase Joinder were primarily used to pay for the cash portion of the Tender Offer (the “Offer”) to purchase warrants (See Note 10) during the second quarter of 2019.

Interest on the term loan facility and revolving credit facility under the Credit Agreement is determined by reference to either LIBOR or a “base rate”, in each case plus an applicable margin of 4.50% per annum for LIBOR loans or 3.50% per annum for base rate loans. The Company is also required to pay a fee on the unused portion of the revolving credit facility equal to 0.35% per annum. The effective interest rates as of June 30, 2019 for the term loan and revolving credit facility were 7.82% and 8.34%, respectively.

The principal amount of the term loan facility, including the Increase Joinder, must be repaid in consecutive quarterly installments of 5%5.0% in year 1, 7.5% in years 2 and 3, 10%10.0% in years 4 and 5, in each case on the last day of each quarter, commencing in March 2019 with a final payment at maturity. The loans under the Credit Agreement may be prepaid at any time without paymentpremium or penalty.

The Credit Agreement contains covenants that limit the Company’s and its subsidiaries’ ability to, among other things, grant liens, incur additional indebtedness, make acquisitions or investments, dispose of certain assets, make dividends and distributions, change the nature of their businesses, enter into certain transactions with affiliates or amend the terms of material indebtedness.

The Credit Agreement also contains financial covenants which require the Company to maintain a quarterly minimum fixed charge coverage ratio of 1.25:1.00 and a quarterly maximum consolidated leverage ratio of 3.25:1.00.

The obligations under the Credit Agreement are guaranteed by the Company and certain domestic subsidiaries of the Company and secured by liens substantially all of the assets of the loan parties, subject to certain exclusions and limitations.

Upon execution of the Credit Agreement, the Company incurred  a prepayment penalty of approximately $2.0 million, which will be recognized as interest expense in the fourth quarter 2018 in the condensed consolidated statements of operations and comprehensive loss. In addition, the Company wrote off approximately $3.7 million of debt origination costs related to the Senior Secured Credit Facility as interest expense during the fourth quarter of 2018.

NOTE 6 -8 – FAIR VALUE MEASUREMENTS

The Company determines fair value in accordance with the provisions of FASB guidance, Fair Value Measurements and Disclosures, which defines fair value as an exit price, representing the amount that would be received from the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, a three- levelthree-level fair value hierarchy that prioritizes the inputs used to measure fair value was established. There are three levels of inputs used to measure fair value. Level 1 relates to quoted market prices for identical assets or liabilities. Level 2 relates to observable inputs other than quoted prices included in Level 1. Level 3 relates to unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

The Company’s non-financial assets measured at fair value on a nonrecurring basis include the goodwill and other intangibles derived on February 1, 2017 as a result of the Stella Point acquisition as disclosed in Note 2 and more fully disclosed in detail in Note 4 of the Audited Financial Statements.

INTERNATIONAL MONEY EXPRESS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

intangibles. The Company’s cash is representative of fair value as these balances are comprised of deposits available on demand. Accounts receivable, prepaid wires, accounts payable and wire transfers and money orders payable are representative of their fair values because of the short turnover of these items.

INTERNATIONAL MONEY EXPRESS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

The Company’s financial instruments that are not measured at fair value on a recurring basis include its revolving credit facility and term loan. The estimated fair value of the term loan, which approximates book value, asis estimated by discounting the debt bearsfuture cash flows using a current market interest rate that adjusts periodically.rate. The estimated fair value of the revolving credit facility would approximate face value given the payment schedule and variable interest rate structure.structure, which approximates current market interest rates.

NOTE 7 -9 – RELATED PARTY TRANSACTIONS

During the Successor periods priorPrior to the Merger, Intermex paid a monthly management fee of $65,000,$65 thousand, plus reimbursement of expenses, to a related party for management services, which iswas included in other selling, general and administrative expenses on the Company’s condensed consolidated statements of operations and comprehensive loss. During the Predecessor period from January 1, 2017 to January 31, 2017, all management fees were waived.income. There were no amounts payable to or receivable from related parties included in the condensed consolidated balance sheets at SeptemberJune 30, 20182019 and December 30, 2017.31, 2018. Upon closing of the Merger on July 26, 2018 (See Note 2), the management fee agreement with the related party was terminated, and a one-time termination fee of $1.6 million was included as part of transaction costs in the condensed consolidated statements of operations and comprehensive loss for the three and nine months ended September 30, 2018.terminated.

NOTE 810 – STOCKHOLDERS’ EQUITY AND SHARE-BASED COMPENSATION

After the completion of the Merger on the Closing Date, there were 36,182,78336.2 million shares of International Money Express, Inc.the Company’s common stock outstanding and outstanding warrants to purchase 8,959,999approximately 9 million shares of common stock. As of the Closing Date, the former stockholders of Intermex owned approximately 48.3% and the former stockholders of FinTech owned approximately 51.7% of the combined company’s outstanding common stock. At SeptemberJune 30, 2018,2019, the Company was authorized to issue 200,000,000230 million shares of common stock and had 36,182,78338.0 million shares of common stock issued and outstanding at $0.0001 par value per common share.

Equity Warrants

Prior to the Merger, FinTech issued 8,749,9998.8 million public warrants (“Public Warrants”) and 210,0000.2 million private placement warrants (“Placement Warrants”)(combined are referred to as the “Warrants”). The Company assumed the FinTech equity warrantsWarrants upon the change of control event. As a result of the Merger, the Warrants issued by FinTech arewere no longer exercisable for shares of FinTech common stock but instead arewere exercisable for common stock of the Company. All other features of the Warrants remainremained unchanged. There arewere no cash obligations for the Company pertaining to these Warrants, and they are recognized in equity upon any exercise.Warrants.

Each whole Warrant entitlesentitled the holder to purchase one share of the Company'sCompany’s common stock at a price of $11.50 per share. The Warrants became exercisable 30 days after the completion of the Merger and were to expire five years after that date, or earlier upon redemption or liquidation.

TheOn March 28, 2019, the Company may callcommenced a Tender Offer (the “Offer”) to purchase the PublicWarrants. In connection with the Offer, the Company offered the holders of the Warrants a combination of 0.201 shares of its common stock and $1.12 in cash (the “Exchange Consideration”) for each Warrant tendered and exchanged pursuant to the Offer. Concurrently with the Offer, the Company solicited consents from holders of the Warrants to amend the Warrant Agreement dated January 19, 2017 (the “Warrant Agreement”), to permit the Company to require that each outstanding Warrant be converted into a combination of 0.181 shares of our Common Stock and $1.00 in cash, without interest (the “Conversion Consideration”), which Conversion Consideration was approximately 10% less than the Exchange Consideration applicable to the Offer. Approximately 99.51% of the outstanding Warrants were validly tendered and not withdrawn in the Offer.  On April 29, 2019, the Company entered into Amendment No. 1 to the Warrant Agreement and, on or about May 20, 2019, exchanged all remaining untendered Warrants for redemption, in whole and not in part, at a price of $0.01 per warrant upon not less than 30 days prior written notice of redemption to each warrant holder if the reported last sale price of the Company’s common stock equals or exceeds $24.00 per share for any 20 trading days within a 30-trading day period ended three business days before the Company sends the notice of redemption to the warrant holders. The Company cannot call the Placement Warrants as long as they are held by the original holders or transferred to certain permitted transferees established in the Warrant Agreement.Conversion Consideration.

1316

INTERNATIONAL MONEY EXPRESS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

Between April and May of 2019, the Company issued an aggregate of approximately 1.8 million shares of common stock and paid approximately $10.0 million in cash in exchange for the Warrants tendered in the Offer as well as the Warrants converted at the Conversion Consideration, resulting in a total of approximately 38.0 million shares of common stock outstanding following the issuance. For the three and six months ended June 30, 2019, the Company incurred approximately $0.4 million and $0.9 million, respectively, in professional and legal fees related to the Offer, which are included in other selling, general and administrative expenses in the condensed consolidated statements of operations and comprehensive income.

International Money Express, Inc. 2018 Omnibus Equity Compensation Plan

In connection with the Merger, the stockholders of FinTech approved the International Money Express, Inc. 2018 Omnibus Equity Compensation Plan (the “2018 Plan”). There were 3,371,389are 3.4 million shares reserved for issuance under the 2018 Plan, of which stock options to purchase 2,771,7192.8 million shares of common stock and restricted stock units in respect of 21,18921.2 thousand shares of common stock were granted to employees and independent directors of the Company in connection with the completion of the transactions at the Closing Date.

The value of each option grant is estimated on the grant date using the Black-Scholes option pricing model. The option pricing model requires the input of highly subjective assumptions, including the grant date fair value of our common stock, expected volatility, expected forfeitures and risk-free interest rates. To determine the grant date fair value of the Company’s common stock, we use the closing market price of our common stock at the grant date. We also use an expected volatility based on the historical volatilities of a group of guideline companies and the "simplified"“simplified” method for calculating the expected life of our stock options. We have elected to account for forfeitures as they occur. The risk-free interest rates are obtained from publicly available U.S. Treasury yield curve rates.

Share-based compensation is recognized as an expense on a straight-line basis over the requisite service period, which is generally the vesting period. The stock options issued under the 2018 Plan have 10-year terms and vest in four equal annual installments over four years.beginning one year after the date of the grant. The Company recognized compensation expense for stock options of $395,250$0.6 million and $1.3 million for the three and ninesix months ended SeptemberJune 30, 2018,2019, respectively, which is included in salaries and benefits in the condensed consolidated statements of operations and comprehensive loss.income. No stock options were vested during the third quartersix months ended June 30, 2019; therefore no stock options were exercisable as of 2018.June 30, 2019. The weighted-average grant date fair value for the stock options to purchase 2,771,7192.8 million shares of common stock granted on the Closing Date was $3.43$3.47 per share. As of SeptemberJune 30, 2018,2019, there were 2,764,2192.8 million non-vested stock options and unrecognized compensation expense of approximately $9.1$7.4 million is expected to be recognized over a weighted-average period of 3.83.10 years.

A summary of the stock option activity during the ninesix months ended SeptemberJune 30, 20182019 is presented below:

    
Number of
Options
       
Weighted Average
Exercise Price
      
Weighted
Average Remaining
Contractual Term
 
Number of
Options


Weighted-Average
Exercise Price


Weighted-Average
Remaining Contractual
Term (Years)


Weighted-Average
Grant Date
Fair Value

Outstanding at December 31, 2017  -   -   - 
Outstanding at December 31, 2018 
2,881,219
  
$
10.00
  
9.60
  
$
3.47
 
Granted  2,771,719   9.91      
45,000
  
11.01
     
3.71
 
Exercised  -   -      
-
  
-
     
-
 
Forfeited  (7,500)  9.91      
(148,500
)
 
10.58
     
3.67
 
Expired  -   -       
-
   
-
       
-
 
Outstanding at September 30, 2018  2,764,219   9.91   9.83 
Outstanding at June 30, 2019  
2,777,719
  
$
9.99
   
9.10
  
$
3.46
 

INTERNATIONAL MONEY EXPRESS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

The restricted stock units issued under the 2018 Plan to the Company’s independent directors vest on the one-year anniversary from the grant date. The Company recognized compensation expense for restricted stock units of $35,000$53 thousand and $105 thousand for the three and ninesix months ended SeptemberJune 30, 2018,2019, respectively, which is included in salaries and benefits in the condensed consolidated statements of operations and comprehensive loss.income. There were no forfeited or vested restricted stock units during the third quarter of 2018.three and six months ended June 30, 2019. As of SeptemberJune 30, 2018,2019, there was $175,000$17 thousand of unrecognized compensation expense for the restricted stock units. In addition to the grant of restricted stock units, each of the independent directors receives an annual cash retainer of $40,000 for services as a director.

INTERNATIONAL MONEY EXPRESS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

Incentive Units

Interwire LLC, the former parent company of Intermex, issued Class B, C and D incentive units to employees of the Company (collectively “incentive units”). As these units were issued as compensation to the Company’s employees, the expense was recorded by the Company. In connection with the Merger, on the closing date,Closing Date, all unvested incentive units for Class B, C and D became fully vested and were immediately recognized as share-based compensation expense in the third quarter of 2018. Share-based compensation expense recognized related to these incentive units and included in salaries and benefits in the condensed consolidated statements of operations and comprehensive loss,income, amounted to $4,022,738$0.5 million and $287,440$0.7 million for the three and six months ended SeptemberJune 30, 2018, and 2017, respectively, $4,735,336 for the nine months ended September 30, 2018, and $1,534,655 for the Successor period from February 1, 2017 through September 30, 2017. The performance conditions related to the Class C and D units were not considered probable of being achieved priorrespectively. Subsequent to the Merger, and therefore, no compensation was recognized for all prior periods. Subsequent to this settlement, all incentive units ceased to exist. Share-based compensation of $2,916,324 for the Predecessor period from January 1, 2017 through January 31, 2017 primarily included the expense associated with stock options and restricted awards that vested due to the Stella acquisition.

During the Successor period from January 1, 2018 through September 30, 2018, the number of units and the weighted-average grant date fair value for the incentive units are as follows:

  
Number of
Class B Units
  
Weighted-
Average
Grant Date
Fair Value
  
Number of
Class C Units
  
Weighted-
Average
Grant Date
Fair Value
  
Number of
Class D Units
  
Weighted-
Average
Grant Date
Fair Value
 
Outstanding at                  
December 31, 2017  7,472,000  $0.4879   4,670,000  $0.2080   4,670,000  $0.1489 
Granted  410,000  $0.4948   205,000  $0.2126   205,000  $0.1535 
Vested  (7,882,000) $0.4883   (4,875,000) $0.2082   (4,875,000) $0.1491 
September 30, 2018  -       -       -     

NOTE 911LOSSINCOME PER SHARE

Basic (income) lossincome per share is calculated by dividing net income (loss) for period by the weighted average number of common shares outstanding for the period. In computing dilutive income (loss) per share, basic income (loss) per share is adjusted for the assumed issuance of all applicable potentially dilutive share-based awards, including common stock options, restricted stock and warrants.
Below are basic and diluted net income per share for the periods indicated (in thousands, except for share data):



Three Months Ended
June 30,


Six Months Ended
June 30,

  2019  2018  2019  2018 
             
Net income for basic and diluted income per common share $7,074  $1,844  $10,230  $1,304 
                 
Shares:                
Weighted-average common shares outstanding – basic  37,505,598   17,227,682   36,847,845   17,227,682 
Effect of dilutive securities:                
Restricted stock  17,762   -   15,221   - 
Stock options  19,762   -   9,881   - 
Warrants  51,029   -   25,515   - 
Weighted-average common shares outstanding – diluted  37,594,151   17,227,682   36,898,462   17,227,682 
                 
Net income per common share - basic and diluted $0.19  $0.11  $0.28  $0.08 

The computation of diluted weighted-average common shares outstanding above excludes 117,500 options to purchase shares of the Company’s common stock because, under the treasury stock method, the inclusion of these would be anti-dilutive.

1518

INTERNATIONAL MONEY EXPRESS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

Below are basic and diluted net loss per share for the periods indicated:

  Successor Company 
  
        
Nine
Months Ended
September 30,
2018
        
Period from
February 1, 2017
to September 30,
2017
    
 
Three Months Ended
September 30,
 
  2018  2017
  (Unaudited) 
Net loss for basic and diluted loss per common shares  
 (13,412,996
)
  (573,681)  (12,108,413)  (7,061,465)
                 
Shares:                
Weighted-average common shares outstanding – basic and diluted  30,975,338   17,227,682   21,827,082   17,227,682 
                 
Net loss per common share - basic and diluted $(0.43) $(0.03) $(0.55) $(0.41)

The computation of diluted loss per share above excludes the effect of 1,587 and 531 restricted stock units for the three month and nine-month periods ending September 30, 2018, respectively, because the inclusion of these would be anti-dilutive.

NOTE 10 -12 – INCOME TAXES

A reconciliation between the income tax provision (benefit) at the USU.S. statutory tax rate and the Company’s income tax provision (benefit) on the condensed consolidated statements of operations and comprehensive lossincome is below:below (in thousands, except for tax rates):

 
Successor Company
    
Predecessor
Company
   
Three Months Ended
June 30,
  
Six Months Ended
June 30,
 
  2019  2018  2019  2018 


Three Months Ended
September 30,
      
Nine
Months Ended
September 30,
2018
        
Period from
February 1, 2017
to September 30,
2017
        
Period from
January 1, 2017
to January 31,
2017
       
Income before income taxes $9,676  $2,668  $13,913  $1,920 
US statutory tax rate  21%  21%  21%  21%
Income tax expense at statutory rate
 2,032  560  2,922  403 


Three Months Ended
September 30,
      
Nine
Months Ended
September 30,
2018
        
Period from
February 1, 2017
to September 30,
2017
        
Period from
January 1, 2017
to January 31,
2017
                
 (Unaudited)
               
Loss before income taxes $(5,843,822) $(765,408) $(3,922,867) $(6,008,986) $(5,521,794)
US statutory tax rate  21%  34%  21%  34%  34%
Income tax expense (benefit) at statutory rate
  (1,227,203)  (260,239)  (823,802)  (2,043,055)  (1,877,410)
                    
State tax expense (benefit), net of federal
  1,354,628   (19,203)  1,470,870   (10,628)  (278,657)
State tax expense, net of federal
 545  157  795  116 
Foreign tax rates different from US statutory rate
  113,891   3,155   147,154   93,158   (45,631) 11  26  15  33 
Non-deductible expenses  7,411,475   153,319   7,483,530   3,081,763   409  19  90  28  72 
Change in tax rate  -   (51,994)  -   (51,994)  - 
Credits  (86,275)  -   (94,864)  -   -  (5) -  (9) - 
Other  2,658   (16,765)  2,658   (16,765)  (2,084)  -   (9)  (68)  (8)
Total tax provision (benefit) $7,569,174  $(191,727) $8,185,546  $1,052,479  $(2,203,373)
Total tax provision $2,602  $824  $3,683  $616 

INTERNATIONAL MONEY EXPRESS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

Effective income tax rates for interim periods are based upon our current estimated annual rate. The Company’s effective income tax rate varies based upon an estimate of taxable earnings as well as on the mix of taxable earnings in the various states and countries in which we operate. Changes in the annual allocation and apportionment of the Company’s activity among these jurisdictions results in changes to the effective rate utilized to measure the Company’s deferred tax assets and liabilities.

As presented in the income tax reconciliation above, the tax provision (benefit) recognized on the condensed consolidated statements of operations and comprehensive lossincome was impacted by state taxes, non-deductible expenses such as share-based compensation expense, transaction costs and foreign tax rates applicable to the Company’s foreign subsidiaries that are higher or lower than the U.S. statutory rate.

On December 22, 2017, the U.S. enacted tax reform legislation known as H.R. 1, commonly referred to as the “Tax Cuts and Jobs Act” (the “Act”), resulting in significant modifications to existing law. DueAll changes to the timingtax code that were effective as of the Act and the complexity involved in applying the provisions of the Act,January 1, 2018 have been applied by the Company made a reasonable estimate ofin computing its income tax expense for the effectsthree and recorded provisional amounts in the fourth quarter of 2017, which primarily included the impact of the remeasurement of the Company’s deferred tax balances to reflect the change in the corporate tax rate. As a result of the changes to tax lawssix months ended June 30, 2019 and tax rates under the Act, the Company reduced its deferred tax asset as of December 31, 2017 by $656,000.

As the Company collects and prepares necessary data and interprets the Act and any additional2018. Additional guidance issued by the U.S. Treasury Department, the IRS and other standard-setting bodies the Company may make adjustments to the provisional amounts recorded in December 2017. Those adjustments may materially impact the provision for income taxes and effective tax rate in the period in which the adjustments are made. During the nine months ended September 30, 2018, there were no such adjustments made to the provisional amounts recorded in December 2017.guidance is issued.

In 2018, FinTech Acquisition Corp II was notified by the IRS that its 2017 federal income tax return was selected for examination. The Company has complied with all information requests to date. As of SeptemberJune 30, 2018, the Company did not2019, no amounts for tax, interest, or penalties have been paid or accrued as a result of this examination or any amounts accrued for interest and penalties or recorded forother uncertain tax positions.

INTERNATIONAL MONEY EXPRESS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

NOTE 11 -13 – COMMITMENTS AND CONTINGENCIES

Leases

The Company is a party to leases for office space and branch locations, several of which are on a month-to-month basis.company-operated stores. Rent expense under all operating leases, included in other selling, general and administrative expenses in the condensed consolidated statements of operations and comprehensive loss,income, amounted to $491,212 and $440,511$0.5 million for the three months ended SeptemberJune 30, 2019 and 2018, and 2017, respectively, $1,418,350$1.0 million and $0.9 million for the ninesix months ended SeptemberJune 30, 2019 and 2018, $1,155,440 for the Successor period from February 1, 2017 through September 30, 2017, and $135,636 for the Predecessor period from January 1, 2017 through January 31, 2017.respectively.

In April 2018, the Company renegotiated its corporate lease to extend the term through November 2025. At SeptemberJune 30, 20182019, future minimum rental payments required under operating leases for the remainder of 20182019 and thereafter are as follows for the Company:(in thousands):

INTERNATIONAL MONEY EXPRESS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

2018 $378,224 
2019  1,263,467  $727 
2020  981,139  1,314 
2021  846,364  1,144 
2022  738,385  939 
2023  753,692  869 
Thereafter  1,438,239   1,438 
 $6,399,510  $6,431 

Litigation

The Company is subject to legal proceedings and claims that have arisen in the ordinary course of its business and have not been finally adjudicated. Although there can be no assurance as to the ultimate disposition of these matters, it is the opinion of the Company’s management, based upon the information available at this time, that the expected outcome of these matters, both individually or in the aggregate, will not have a material adverse effect on either the results of operations or financial condition of the Company.

Contingencies

The Company operates in 50 U.S. states, two U.S. territories and two territories.three other countries. Money transmitters and their agents are under regulation by State and Federal laws. Violations may result in civil or criminal penalties or a prohibition from providing money transfer services in a particular jurisdiction. It is the opinion of the Company’s management, based on information available at this time, that the expected outcome of regulatory matters will not have a material adverse effect on either the results of operations or financial condition of the Company.

On August 28, 2018,Regulatory Requirements

Certain domestic subsidiaries of the Company received a notice from the Staff of the Listing Qualifications Department (the "Staff") of The Nasdaq Stock Market LLC ("Nasdaq") indicating that, based upon the Company's non-compliance with the minimum number of round lot holders for the listing of its common stock and warrants on The Nasdaq Capital Market, as set forth in Nasdaq Listing Rules 5550(a)(3) and 5515(a)(4), respectively, the Company's common stock and warrants may beare subject to delisting from Nasdaq unlessmaintaining minimum tangible net worth and liquid assets (eligible securities) to cover the Company timely requests a hearing before a Nasdaq Hearings Panel (the "Panel").

On October 29, 2018, the Company received a notice from Nasdaq (the “Nasdaq Notice”) informing the Company that it has met the listing requirements with respect to its common stockamount outstanding of wire transfers and thatmoney orders payable. As of June 30, 2019, the Company’s common stock will continue to be listed and trade on The Nasdaq Capital Market under the symbol “IMXI.” Additionally, the Nasdaq Notice informed the Company that it had not demonstratedsubsidiaries were in compliance with the warrant listingthese two requirements. The Company has withdrawn its request for a hearing before the Panel with respect to the warrant listing requirements. Accordingly, the Nasdaq Notice informed the Company that the Panel had determined to delist the Company’s warrants and suspend the trading of the warrants from The Nasdaq Capital Market effective as of the open of business on October 31, 2018.

NOTE 12 – SUBSEQUENT EVENTS

The Company evaluates subsequent events and transactions that occur after the balance sheet date up to the date the condensed consolidated financial statements were issued. Except for the matters discussed in Notes 5 and 11, there were no other subsequent events that would have required adjustment or disclosure in the condensed consolidated financial statements.

1820

ITEM 2.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 
This Management'sManagement’s Discussion and Analysis of Financial Condition and Results of Operations ("(“MD&A"&A”) should be read in conjunction with our Unaudited Condensed Consolidated Financial Statements and related Notes included in this Quarterly Report on Form 10-Q and our Audited Consolidated Financial Statements and related Notes and MD&A included in our prospectus, dated October 25, 2018, filed pursuant to Rule 424(b)(3).Annual Report on Form 10-K for the year ended December 31, 2018. This MD&A contains forward-looking statements that involve risks and uncertainties. Please seeThe forward-looking statements are not historical facts, but rather are based on current expectations, estimates, assumptions and projections about our industry, business and future financial results. Our actual results could differ materially from the results contemplated by these forward-looking statements due to a number of factors, including those discussed in other sections of this Quarterly Report on Form 10-Q. See “Special Note Regarding Forward-Looking Statements” for additional factors relating to such statements, and see “Risk Factors” in our documents we have filed or furnished with the SEC for a discussion of certain risk factors applicable to our business, financial condition and results of operations. Past operating results are not necessarily indicative of operating results in any future periods.

Overview

We are a rapidly growing and leading money remittance services company focused primarily on the U.S. to the Latin America and the Caribbean (“LAC”) corridor, which includes Mexico, Central and South America and the Caribbean. We utilize our proprietary technology to deliver convenient, reliable and value-added services to our customers through a broad network of sending and paying agents. Our remittance services, which include a comprehensive suite of ancillary financial processing solutions and payment services, are available in 50 states, Washington D.C., and Puerto Rico, where customers can send money to beneficiaries in Mexico, Guatemala17 LAC countries and 15 additional Latin American countries.four countries in Africa. Our services are accessible in person through our approximatelyover 100,000 sending and paying agents and company-ownedcompany-operated stores, as well as online and via Internet-enabled mobile devices.

Money remittance services to Latin America, primarily Mexico and Guatemala, are the primary source of our revenue. These services involve the movement of funds on behalf of an originating customer for receipt by a designated beneficiary at a designated receiving location. Our remittances to Latin America are primarily generated in the United States by customers with roots in Latin American and Caribbean countries, many of whom do not have an existing relationship with a traditional full-service financial institution capable of providing the services we offer. We provide these customers with flexibility and convenience to help them meet their financial needs. Other consumerscustomers who use our services may have access to traditional banking services, but prefer to use our services based on reliability, convenience and value. We generate money remittance revenue from fees paid by our customers (i.e., the senders of funds), which we share with our sending agents in the United Statesoriginating country and our paying agents in the destination country. Remittances paid in local currencies that are not pegged to the U.S. dollar also earn revenue through our daily management of currency exchange spreads.

Our money remittance services enable our customers to send and receive funds through our extensive network of locations in the United States that are primarily operated by third-party businesses, which we refer to as agents, and a small number of company-owned stores in the LAC corridor.company-operated stores. In addition, our services are offered digitally through Intermexonline.com and via Internet-enabled mobile devices. We currently operate in the United States, Mexico, Guatemala, Canada and 1519 additional countries. Since January 2015 through December 31, 2017June 30, 2019, we have grown our agent network by more than 73%,123% and increased our remittance transactions volume by approximately 71%144%. In the three and six months ended June 30, 2019, we processed approximately 7.4 million and 13.5 million remittances, respectively, representing approximately 20% and 22% growth in transactions, respectively, as compared to the same periods in 2018.

As a non-bank financial institution, we are regulated by the Department of Treasury, the Internal Revenue Service, FinCEN, the Consumer Financial Protection Bureau,CFPB, the Department of Banking and Finance of the State of Florida and additionally by the various regulatory institutions of those states where we hold an operating license. We are duly registered as a Money Service Business (“MSB”)an MSB with FinCEN, the financial intelligence unit of the U.S. Department of the Treasury. We are also subject to a wide range of regulations in the United States and other countries, including anti-money laundering laws and regulations; financial services regulations; currency control regulations; anti-bribery law; money transfer and payment instrument licensing laws; escheatment laws; privacy, data protection and information security laws; and consumer disclosure and consumer protection laws.

Key Factors and Trends Affecting our Business

Various trends and other factors have affected and may continue to affect our business, financial condition and operating results, including:


·competition in the markets in which we operate;
competition in the markets in which we operate;

·our ability to maintain agent relationships on terms consistent with those currently in place;

·our ability to maintain banking relationships necessary for us to conduct our business;

·credit risks from our agents and the financial institutions with which we do business;

·bank failures, sustained financial illiquidity, or illiquidity at our clearing, cash management or custodial financial institutions;

·new technology or competitors that disrupt the current ecosystem;

·cyber-attacks or disruptions to our information technology, computer network systems and data centers;

·our success in developing and introducing new products, services and infrastructure;

·customer confidence in our brand and in consumer money transfers generally;

·our ability to maintain compliance with the regulatory requirements of the jurisdictions in which we operate or plan to operate;

·international political factors or implementation of tariffs, border taxes or restrictions on remittances or transfers of money out of the United States;


cyber-attacks or disruptions to our information technology, computer network systems and data centers;

our ability to maintain agent relationships on terms consistent with those currently in place;

1921

our ability to maintain banking relationships necessary for us to conduct our business;

·changes in tax laws and unfavorable outcomes of tax positions we take;

·political instability, currency restrictions and devaluation in countries in which we operate or plan to operate;

·weakness in U.S. or international economic conditions;

·change or disruption in international migration patterns;

·our ability to protect our brand and intellectual property rights;

·our ability to retain key personnel; and

·changes in foreign exchange rates could impact consumer remittance activity

credit risks from our agents and the financial institutions with which we do business;

bank failures, sustained financial illiquidity, or illiquidity at our clearing, cash management or custodial financial institutions;

our ability to meet our debt obligations and remain in compliance with our credit facility requirements;

interest rate risk from elimination of LIBOR as a benchmark interest rate;

new technology or competitors that disrupt the current ecosystem;

our success in developing and introducing new products, services and infrastructure;

customer confidence in our brand and in consumer money transfers generally;

our ability to maintain compliance with the regulatory requirements of the jurisdictions in which we operate or plan to operate;

consumer fraud and other risks relating to customer authentication;

international political factors or implementation of tariffs, border taxes or restrictions on remittances or transfers of money out of the United States;

changes in tax laws and unfavorable outcomes of tax positions we take;

political instability, currency restrictions and devaluation in countries in which we operate or plan to operate;

weakness in U.S. or international economic conditions;

change or disruption in international migration patterns;

our ability to protect our brand and intellectual property rights;

our ability to retain key personnel; and

changes in foreign exchange rates which could impact consumer remittance activity.

Throughout 2018 and 2019, Latin American political and economic conditions remainhave remained unstable, as evidenced by high unemployment rates in key markets, currency reserves, currency controls, restricted lending activity, weak currencies and low consumer confidence, among other factors. Specifically, continued political and economic unrest in parts of Mexico and Guatemala contributed to volatility. Our business has generally been resilient during times of economic instability as money remittances are essential to many recipients, with the funds used by the receiving party for their daily needs. However, long-term sustained devaluationappreciation of the Mexican pesoPeso or Guatemalan quetzalQuetzal as compared to the U.S. dollarDollar could negatively affect our revenues and profitability.

Money remittance businesses such as ours have continued to be subject to strict legal and regulatory requirements, and we continue to focus on and regularly review our compliance programs. In connection with these reviews, and in light of regulatory complexity and heightened attention of governmental and regulatory authorities related to cybersecurity and compliance activities, we have made, and continue to make, enhancements to our processes and systems designed to detect and prevent cyber-attacks, or consumer fraud, money laundering, terrorist financing and other illicit activity, along with enhancements to improve consumer protection, including related to the Dodd-Frank Wall Street Reform and Consumer Protection Act and similar regulations outside the United States. In coming periods, we expect these enhancements will continue to result in changes to certain of our business practices and may result in increased costs.

We maintain a regulatory compliance department, under the direction of our experienced Chief Administrative and Compliance Officer, whose foremost responsibility is to monitor transactions, detect suspicious activity, maintain financial records and train our employees and agents. An independent third-party consulting firm periodically reviews our policies and procedures to ensure the efficacy of our anti-money laundering and regulatory compliance program.

The market for money remittance services is very competitive. Our competitors include a small number of large money remittance providers, financial institutions and banks andas well as a large number of small niche money remittance service providers that serve select regions. We compete with larger companies such as Western Union, MoneyGram and EuroNet and a number of other smaller MSB entities. We generally compete for money remittance agents on the basis of value, service, quality, technical and operational differences, commission structure and marketing efforts. We sell credible solutions to our agents, not discounts or higher commissions, as is typical for the industry. We compete for money remittance customers on the basis of trust, convenience, service, efficiency of outlets, value, technology and brand recognition.

We expect to encounter increasing competition as new technologies emerge that allowenable customers to send and receive money through a variety of channels, but we do not expect adoption rates of such new technologies to be as significant in the near term for the customer segment we serve. WeRegardless, we continue to differentiateinnovate in the industry by differentiating our money remittance business through programs to foster loyalty among agents as well as customers and have expanded our channels through which our services are accessed to include online and mobile offerings in preparation for customer adoption.adoption and new customer acquisition.

We qualify as an “emerging growth company” pursuant to the provisions of the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), enacted on April 5, 2012. An “emerging growth company” can take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies.” These provisions include:

an exemption from the auditor attestation requirement of Section 404 of the Sarbanes-Oxley Act in the assessment of the emerging growth company’s internal control over financial reporting;

·an exemption from the auditor attestation requirement of Section 404 of the Sarbanes-Oxley Act in the assessment of the emerging growth company’s internal control over financial reporting;
an exemption from the adoption of new or revised financial accounting standards until they would apply to private companies; and

·an exemption from the adoption of new or revised financial accounting standards until they would apply to private companies; and
an exemption from compliance with any new requirements adopted by the Public Company Accounting Oversight Board requiring mandatory audit firm rotation or a supplement to the auditor’s report in which the auditor would be required to provide additional information about the audit and the financial statements of the issuer.

·an exemption from compliance with any new requirements adopted by the Public Company Accounting Oversight Board requiring mandatory audit firm rotation or a supplement to the auditor’s report in which the auditor would be required to provide additional information about the audit and the financial statements of the issuer.
We will remain an “emerging growth company” until the earliest of: (i) the last day of the fiscal year during which we had total annual gross revenues of $1$1.07 billion or more; (ii) the last day of the fiscal year following the fifth anniversary of the date of the first sale of our common stock pursuant to an effective registration statement; (iii) the date on which we have, during the previous three-year period, issued more than $1$1.0 billion in non-convertible debt; or (iv) the date on which we are deemed a “large accelerated filer,” which means the market value of our common stock that is held by non-affiliates exceeds $700$700.0 million as of the prior June 30.

InOn December 22, 2017, the United StatesU.S. enacted tax reform legislation known as the H.R.1,H.R. 1, commonly referred to as the “Tax Cuts and Jobs Act” (the “Act”), resulting in significant modifications to existing law. DueAll changes to the timingtax code that were effective as of January 1, 2018 were applied by the Act and the complexity involvedCompany in applying the provisions of the Act, we made a reasonable estimate of the effects and recorded provisional amounts for the Successor period from February 1, 2017 through December 31, 2017, which include a reduction in the corporate tax rate from 34% to 21% as well as other changes. As a result of the changes to tax laws and tax rates under the Act, we have recorded a provisional one-time increase incomputing its income tax expense of $656,000 for the Successor period from February 1, 2017 throughyear ended December 31, 2017, which consists primarily of the remeasurement of deferred tax assets and liabilities from 34% to 21%. We do not expect to incur a liability related to the one-time deemed repatriation transition tax on unrepatriated foreign earnings, as our foreign subsidiaries have a combined accumulated deficit.
As we collect and prepare necessary data, interpret the Act and any additional2018. Additional guidance issued by the U.S. Treasury Department, the IRS and other standard-setting bodies we may make adjustments to the provisional amounts. Those adjustments may materially impact the provision for income taxes and effective tax rate in the period in which the adjustments are made. The accounting for the tax effects of the Act will be completed in 2018. Provisional amounts for the income tax effect of the Act have been recorded as of December 31, 2017 and are subject to change during 2018. During the nine months ended September 30, 2018, there were no adjustments made to the provisional amounts recorded in December 2017.guidance is issued.

The Merger

On July 26, 2018 (the “Closing Date”), International Money Express, Inc. (formerly FinTech Acquisition Corp. II) consummated the previously announced transaction (the “Merger”)merger by and among FinTech, Acquisition Corp. II, a Delaware corporation (“FinTech”), FinTech II Merger Sub Inc.,1, a wholly-owned subsidiary of FinTech, (“Merger Sub 1”), FinTech II Merger Sub 2, LLC, a wholly-owned subsidiary of FinTech, (“Merger Sub 2”), Intermex Holdings, II, Inc. (“Intermex”) and SPC Intermex Representative LLC (“SPC Intermex”(the “Merger”). In connection with the closing of the Merger, FinTech changed its name to International Money Express, Inc. (the “Company”). Unless the context below otherwise provides, the “Company” refers to the combined company following the Merger and, together with their respective subsidiaries, “FinTech” refers to the registrant prior to the closing of the Merger and “Intermex” refers to Intermex Holdings II, Inc. prior to the closing of Merger.

The Merger has beenwas accounted for as a reverse recapitalization where FinTech was treated as the “acquired” company for financial reporting purposes. This determination was primarily based on the facts that, following the Merger, the former stockholders of Intermex Holdings control the majority of the voting rights in respect of the board of directors of the Company, Intermex Holdings’ comprising the ongoing operations of the Company and Intermex’sIntermex Holdings’ senior management comprising the senior management of the Company. Accordingly, the Merger iswas treated as the equivalent of Intermex Holdings issuing stock for the net assets of FinTech, accompanied by a recapitalization. The net assets of FinTech arewere stated at historical cost, with no goodwill or other intangible assets resulting from the Merger. The consolidated assets, liabilities and results of operations prior to the Closing Date of the Merger are those of Intermex Holdings, and FinTech’s assets, liabilities and results of operations arewere consolidated with Intermex Holdings beginning on the Closing Date. The shares and corresponding capital amounts included in common stock and additional paid-in capital, pre-merger, have been retroactively restated as shares reflecting the exchange ratio in the Merger for all Successor periods. The historical financial information and operating results of FinTech prior to the Merger have not been separately presented in these consolidated financial statements as they were not significant or meaningful.Merger.

The Merger was approved by FinTech’s stockholders at the Special Meeting of FinTech Stockholders held on July 20, 2018. In connection with the closing of the Merger, FinTech redeemed a total of 4,938,2324.9 million shares of its common stock at a redemption price of $10.086957 per share, resulting in a total payment to redeemingredeemed stockholders of approximately $49.8 million. The aggregate consideration paid in the Merger consisted of approximately (i) $102.0 million in cash and (ii) 17.2 million shares of FinTech common stock.

After the completion of the transactions on the Closing Date, there were 36,182,78336.2 million shares of International Money Express, Inc. outstanding common stock, warrants to purchase 8,959,9999 million shares of common stock (“Warrants”) and 3,371,3893.4 million shares reserved for issuance under the International Money Express, Inc. 2018 Equity Compensation Plan, of which stock options to purchase 2,771,7192.8 million shares of common stock and restricted stock units in respect of 21,18921.2 thousand shares of common stock were granted to employees and independent directors of the Company in connection with the completion of the transactions.transaction. As of the Closing Date, the former stockholders of Intermex owned approximately 48.3% and the former stockholders of FinTech owned approximately 51.7%, respectively, of the combined Company’s outstanding common stock.

Stella Point Acquisition
On February 1, 2016, Intermex’s direct wholly owned subsidiary Holdings entered into an Agreement and Plan of Merger pursuantMarch 28, 2019, the Company commenced a Tender Offer (the “Offer”) to which Interwire LLC, an affiliate of Stella Point, acquired 100% ofpurchase the outstanding capital stock of Holdings, the surviving corporation in a merger with a subsidiary of Interwire LLC that was formed for purposes of the transaction, which we refer to as the Stella Point acquisition. The Stella Point acquisition was consummated on February 1, 2017 for a cash purchase price of approximately $52.0 million, plus approximately $12.4 million of rollover equity from certain existing management holders, the assumption of approximately $78.0 million of Holdings’ outstanding debt and an additional funding of $5.0 million of Holdings debt.Warrants. In connection with the Stella Point acquisition, certain membersOffer, the Company offered the holders of the Warrants a combination of 0.201 shares of its common stock and $1.12 in cash (the “Exchange Consideration”) for each Warrant tendered and exchanged pursuant to the Offer. Concurrently with the Offer, the Company solicited consents from holders of the Warrants to amend the Warrant Agreement dated January 19, 2017 (the “Warrant Agreement”), to permit the Company to require that each outstanding Warrant be converted into a combination of 0.181 shares of our management contributedCommon Stock and $1.00 in cash, without interest (the “Conversion Consideration”), which Conversion Consideration was approximately $12.410% less than the Exchange Consideration applicable to the Offer.  Approximately 99.51 % of the outstanding Warrants were validly tendered and not withdrawn in the Offer.  On April 29, 2019, the Company entered into Amendment No. 1 to the Warrant Agreement and, on or about May 20, 2019, exchanged all remaining untendered Warrants for the Conversion Consideration.

Between April and May of 2019, the Company issued an aggregate of approximately 1.8 million shares of Holdings shares held by them to Interwire LLCcommon stock and paid approximately $10.0 million in cash in exchange for equity intereststhe Warrants tendered in Interwire LLC. In connection with the Stella Point acquisition, we applied “push-down accounting” andOffer as well as the assets and liabilities were adjusted to fair value onWarrants converted for the closing dateConversion Consideration, resulting in a total of approximately 38.0 million shares of Common Stock outstanding following the transaction, February 1, 2017. As a result, our financial statement presentations distinguish between a predecessor period (“Predecessor”), for periods prior to the closing of the Stella Point acquisition, and a successor period (“Successor”), for periods subsequent to the closing of such transaction. The Successor’s financial statements reflect a new basis of accounting that is based on the fair value of assets acquired and liabilities assumed as of the transaction date. The consolidated financial statements presented herein are those of Successor from its inception on February 1, 2017 through September 30, 2018, and those of Predecessor for all periods prior to the transaction date. The successor period may not be comparable to the predecessor periods.issuance.

How We Assess the Performance of Our Business

In assessing the performance of our business, we consider a variety of performance and financial measures. The key indicators of the financial condition and operating performance of our business are revenues, services charges from agents and banks, salaries and benefits and selling, general and administrative expenses. To help us assess our performance with these key indicators, we use Adjusted net income, Adjusted income per share and Adjusted EBITDA as a non-GAAP financial measure.measures. We believe thisthese non-GAAP measure providesmeasures provide useful information to investors and expanded insight to measure our revenue and cost performance as a supplement to our U.S. GAAP consolidated financial statements. See the “Adjusted Net Income and Adjusted Income per Share” and “Adjusted EBITDA” sections below for reconciliations of Adjusted EBITDAthese non-GAAP financial measures to our net loss,income, the closest GAAP measure.

Revenues

Transaction volume is the primary generator of revenue in our business. Revenue on transactions is derived primarily from transaction fees paid by consumerscustomers to transfer money. Revenues per transaction vary based upon send and receive locations and the amount sent. In certain transactions involving different send and receive currencies, we generate foreign exchange revenues based on the difference between the set exchange rate charged by us to the sender and the rate available to us in the wholesale foreign exchange market.
We use forward foreign exchange contracts to manage the risk associated with currency fluctuations on settlement of wire transfers in foreign currencies.

Operating Expenses

Service Charges from Agents and Banks

Service charges and fees primarily consist of agent commissions and bank fees. Service charges and fees vary based on agent commission percentages and the amount of fees charged by the banks. AgentsSending agents earn a commission on each transaction they process of approximately 50% of the transaction fee. Service charges and fees may increase if banks or payer organizations increase their fee structure. Service charges also vary based on the method the customer selects to send the transfer and payer organization that facilitates the transaction.

Salaries and Benefits

Salaries and benefits include cash and share-based compensation associated with our corporate employees and sales team as well as employees at our company-ownedcompany-operated stores. Corporate employees include management, customer service, compliance, information technology, finance and human resources. Our sales team, located throughout the United States, is focused on supporting and growing our sending agent network. Share-based compensation is not comparable between the Successor and Predecessor periods and will also not be comparable in the periods before and after the Merger due to the different compensation plans in place at those times.

Other Selling, General and Administrative

General and administrative expenses primarily consist of fixed overhead expenses associated with our operations, such as information technology, rent expense, insurance, professional services, management feesfacilities maintenance and other similar types of expenses. General and administrative expenses are expected to increase going forward as we are now a publicly traded company; however, the impact will be partially offset by the termination of the management fee agreement with Stella Point. A portion of general and administrativethese expenses relate to our 31 company-owned stores,33 company-operated stores; however, the majority relate to the overall business.business and compliance for being a public company. Selling expenses include expenses such as advertising and promotion, provision for bad debt expense and expenses associated with increasing our network of agents. These expenses are expected to continue to increase as our revenues increase.in line with increase in revenues.

Transaction Costs

We have incurred transaction costs associated with both the Stella Point acquisition as well as the Merger. These costs includeincluded all internal and external costs directly related to the transaction, consisting primarily of legal, consulting, accounting, advisory fees and certain incentive bonuses directly related to the transaction.bonuses. Due to their significance, transaction coststhey are detailedpresented separately in our condensed consolidated financial statements. The third quarter of 2018 includes certain one-time payments that were contingent on the consummation of the Merger, including employee bonus payments, waiver from our lenders to allow for the Merger and the termination fee associated with the management fee agreement. Payment of these items were funded at closing with a portion of the proceeds received from the Merger.

Depreciation and Amortization

Depreciation and amortization is not comparable between the Successor and Predecessor companies. Due to the application of “push-down” accounting with the Stella Point acquisition, the Successor company established a new basis for its tangible and intangible assets. Depreciation largely consists of depreciation of computer equipment and software that supports our technology platform. Amortization of intangible assets is primarily related to our agent relationships, trade name agent relationships and developed technology. The Merger did not result in a new basis for our tangible and intangible assets.

Non-Operating Expenses

Interest Expense

Interest expense consists primarily of interest associated with our senior secured credit facility,debt, which consistsconsisted of a term loan and revolving credit facility which wasthat were both refinanced on August 23, 2017. At SeptemberNovember 7, 2018 and subsequently amended on March 25, 2019. As of June 30, 2019 and December 31, 2018, the interest rates for the term loan and revolving credit facility related to our current Credit Agreement were 11.51%7.12% and 13.0%6.90%, and 7.34% and 7.01%, respectively. Interest on the term loan is based on the LIBOR Rate plus an applicable margin. Interest on thefacility and revolving credit facility is determined based on the highest of theby reference to either LIBOR Rate, commercial lending rate of the collateral agent and federal funds rate,or a “base rate”, in each case, plus an applicable margin. Also included asmargin of 4.50% per annum for LIBOR loans or 3.50% per annum for base rate loans. The Company is also required to pay a componentfee on the unused portion of interest expense is the amortization of debt origination costs.revolving credit facility equal to 0.35% per annum.

Income Tax Provision (Benefit)tax provision

Our income tax provision (benefit) includes the expected benefit of all deferred tax assets, including our net operating loss carryforwards. With few exceptions, our net operating loss carryforwards will expire betweenfrom 2029 through 2037. The February 1, 2017 acquisition by Stella Point Capital2037 and the Merger were considered change of ownership transactions under Section 382 of the Code. After the change of ownership, utilization of our net operating loss carryforwards are subject to annual limitations,utilization limitations; however, our current assessment is that no valuation allowance is required for any of our deferred tax assets. Our income tax provision (benefit) has been impacted by non-deductible expenses, including equityshared-based compensation and transaction costs. The Act, enacted in December 2017, reduced our federal corporate tax rate from 34% to 21% beginning in 2018.

Net LossIncome

Net lossincome is determined by subtracting operating and non-operating expenses from revenues.

Segments

Our business is organized around one reportable segment that provides money transmittal services primarily between the United States and Latin America. This is based on the objectives of the business and how our chief operating decision maker, the CEO and President, monitors operating performance and allocates resources.

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Results of Operations

The following table summarizes key components of our results of operations for the periods indicated:

  Successor Company  
Predecessor
Company
 
  
Three Months Ended
September 30,
  
Nine
Months Ended
September 30,
  
Period from
February 1, 2017
to September 30,
  
Period from
January 1, 2017
to January 31,
 
(in thousands) 2018  2017  2018  2017  2017 
  (Unaudited)    
Revenues:               
Wire transfer and money order fees
 $61,332  $47,642  $168,554  $119,227  $11,877 
Foreign exchange  10,697   8,413   29,013   21,690   2,450 
Other income  479   338   1,277   854   99 
Total revenues  72,508   56,393   198,844   141,771   14,426 
                     
Operating expenses:                    
Service charges from agents and banks
  48,305   37,846   132,565   94,608   9,441 
Salaries and benefits  10,959   5,984   24,633   16,395   4,530 
Other selling, general and administrative expenses
  5,207   4,163   13,390   10,400   1,063 
Transaction costs  6,305   -   10,319   6,213   3,917 
Depreciation and amortization  4,142   4,553   11,750   12,057   382 
Total operating expenses  74,918   52,546   192,657   139,673   19,333 
                     
Operating (loss) income  (2,410)  3,847   6,187   2,098   (4,907)
                     
Interest expense  3,434   4,613   10,110   8,107   614 
                     
Loss before income taxes  (5,844)  (766)  (3,923)  (6,009)  (5,521)
                     
Income tax provision (benefit)  7,569   (192)  8,186   1,052   (2,203)
                     
Net loss $(13,413) $(574) $(12,109) $(7,061) $(3,318)
 

 
Three Months Ended
June 30,
  
Six Months Ended
June 30,
 
(in thousands) 2019  2018  2019  2018 
    
Revenues:            
Wire transfer and money order fees $70,490  $59,368  $128,941  $107,222 
Foreign exchange  11,623   10,585   21,025   18,316 
Other income  562   426   1,058   797 
Total revenues  82,675   70,379   151,024   126,335 
                 
Operating expenses:                
Service charges from agents and banks  54,622   46,323   100,191   84,260 
Salaries and benefits  7,597   7,441   15,194   13,673 
Other selling, general and administrative expenses
  5,337   4,184   11,061   8,185 
Transaction costs  -   2,553   -   4,014 
Depreciation and amortization  3,155   3,818   6,307   7,607 
Total operating expenses  70,711   64,319   132,753   117,739 
                 
Operating income  11,964   6,060   18,271   8,596 
                 
Interest expense  2,288   3,392   4,358   6,676 
                 
Income before income taxes  9,676   2,668   13,913   1,920 
                 
Income tax provision  2,602   824   3,683   616 
                 
Net income $7,074  $1,844  $10,230  $1,304 

Three Months Ended September June 30, 20182019 Compared to Three Months Ended SeptemberJune 30, 20172018

Revenues

Revenues for the above periods are presented below:

($ in thousands) 
Three Months
Ended September 30,
2018
 

%
of
Revenues

 
Three Months
Ended September 30,
2017
 
 
%
of
Revenues
 

Three Months
Ended June 30,
2019
    
%
of
Revenues


Three Months
Ended June 30,
2018


%
of
Revenues

                        
Revenues:                        
Wire transfer and money order fees $61,332   84% $47,642   84% $70,490  85% $59,368  84%
Foreign exchange  10,697   15%  8,413   15% 11,623  14% 10,585  15%
Other income  479   1%  338   1%  562  1%  426  1%
Total revenues $72,508   100% $56,393   100% $82,675  100% $70,379  100%
 
Wire transfer and money order fees of $61.3$70.5 million for the three months ended SeptemberJune 30, 20182019 increased by $13.7$11.1 million from $47.6$59.4 million for the three months ended SeptemberJune 30, 2017.2018. This increase of $13.7$11.1 million was due to a 28%20% increase in transaction volume compared to the thirdsecond quarter of 2017,2018, largely due to the continued growth in our agent network, which has grown by 26%17% from September 2017June 2018 to September 2018.June 2019.
 
Revenues from foreign exchange of $10.7$11.6 million for the three months ended SeptemberJune 30, 20182019 increased by $2.3$1.0 million from $8.4$10.6 million for the three months ended SeptemberJune 30, 2017.2018. This increase of $1.0 million was primarily due to higher transaction volume achieved by growth in our agent network.

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Operating Expenses
 
Operating expenses for the above periods are presented below:
 
($ in thousands) 
Three Months
Ended September 30,
2018
  
%
of
Revenues
  
Three Months
Ended September 30,
2017
  
%
of
Revenues
   
Three Months
Ended June 30,
2019
    
%
of
Revenues
    
Three Months
Ended June 30,
2018
    
%
of
Revenues
  
                        
Operating expenses:                        
Service charges from agents and banks $48,305   67% $37,846   67% $54,622  66% $46,323  66%
Salaries and benefits  10,959   15%  5,984   11% 7,597  9% 7,441  11%
Other selling, general and administrative expenses
  5,207   7%  4,163   7% 5,337  7% 4,184  6%
Transaction costs  6,305   9%  -   0% -  0% 2,553  4%
Depreciation and amortization  4,142   6%  4,553   8%  3,155  4%  3,818  5%
Total operating expenses $74,918   104% $52,546   93% $70,711  86% $64,319  92%
 
Service charges from agents and banks — Service charges from agents and banks were $48.3$54.6 million, or 67%66% of revenues, for the three months ended SeptemberJune 30, 20182019 compared to $37.8$46.3 million, or 67%66% of revenues, for the three months ended SeptemberJune 30, 2017.2018. The increase of $10.5$8.3 million was primarily due to thea 20% increase in transaction volume.volume largely related to the continued growth in our agent network, which has grown by 17% from June 2018 to June 2019.
 
Salaries and benefits — Salaries and benefits were $11.0$7.6 million for the three months ended SeptemberJune 30, 2018,2019, an increase of $5.0$0.2 million from $6.0$7.4 million for the three months ended SeptemberJune 30, 2017.2018. The increase of $5.0$0.2 million primarily consisted of $4.2 million inincreased wages and share-based compensation related to the accelerated vesting of incentive units and the vesting of new options and restricted stock units that were granted in the third quarter of 2018 all in connection with the Merger, $0.4 million in salaries and benefits largely in management and compliance areas associated with our transition to a publicly-traded company, $0.3 million related to additional headcount to support the continued growth of the business and $0.1 million in severance expense.International Money Express, Inc. 2018 Omnibus Equity Compensation Plan.
 
Other selling, general and administrative expenses — Other selling, general and administrative expenses of $5.2$5.3 million for the three months ended SeptemberJune 30, 20182019 increased by $1.0$1.1 million from $4.2 million for the three months ended SeptemberJune 30, 2017.2018. The increase includes $0.6of $1.1 million primarily related to $0.9 million of legal and other professional fees associated with the registration common stock underlyingCompany’s SEC filings, including the Offer for the Company’s outstanding warrants and $0.4 million in accounting, legal and investor relation fees associated with our transition to a publicly-traded company.warrants.
 
Transaction costs— Transaction costs of $6.3$2.6 million for the three months ended SeptemberJune 30, 2018 include $1.8 million in employee bonuses, $1.6 million to terminate our management fee agreement, $1.5 million change in control fee to our lender, and $1.4 million in legal and other professional fees all directly related to the Merger.
 
Depreciation and amortization— Depreciation and amortization of $4.1$3.2 million for the three months ended SeptemberJune 30, 20182019 decreased by $0.4$0.6 million from $4.5$3.8 million for the three months ended SeptemberJune 30, 2017.2018. This decrease of $0.6 million is primarily due to $0.8 million less amortization related to the trade name, developed technology and agent relationships during the thirdsecond quarter of 20182019 as these intangibles are being amortized on an accelerated basis, which will decline over time. This decrease was partially offset by an increase in depreciation of $0.4$0.2 million associated primarily with additional computer equipment to support our growing business and agent network.
 
Non-Operating Expenses
 
Interest expense — Interest expense was $2.3 million for the three months ended June 30, 2019, a decrease of $1.1 million from $3.4 million for the three months ended SeptemberJune 30, 2018, a2018. The decrease of $1.2$1.1 million from $4.6was primarily due to a reduction in the interest rates paid under the Credit Agreement.
Income tax provision — Income tax provision was $2.6 million for the three months ended SeptemberJune 30, 2017. The decrease is due to a $1.7 million prepayment penalty associated with the refinancing on August 23, 2017 recognized in interest expense during the three months ended September 30, 2017, partially offset by2019, an increase in interest expense of $0.5$1.8 million, during the three months ended September 30, 2018 relating to a higher principal balance outstanding for the respective period in 2018 compared to the same period in 2017 as a result of the August 2017 refinancing.
Incomefrom an income tax provision (benefit) — Income tax provision was $7.6of $0.8 million for the three months ended SeptemberJune 30, 2018, a change of $7.8 million, from an income tax benefit of $0.2 million for the three months ended September 30, 2017.2018. The changeincrease in the income tax provision included a $0.4$1.8 million increase toin tax expense related to taxable income attributable forto both federal and state taxes in the three months ended SeptemberJune 30, 2018 period and a $7.3 million increase to tax expense associated with non-deductible expenses, primarily share-based compensation expense and transaction costs, net of the impact from the lower U.S. federal corporate tax rate in 2018 as a result of the Act.2019.
 
Net LossIncome
 
We had a net lossincome of $13.4$7.1 million for the three months ended SeptemberJune 30, 20182019 compared to a net lossincome of $0.6$1.8 million for the three months ended SeptemberJune 30, 20172018 due primarily to the same factors discussed above.

2527

Adjusted Net Income and Adjusted Income per Share
Adjusted Net Income is defined as net income adjusted to add back certain charges and expenses, such as transaction costs, non-cash amortization resulting from push-down accounting, and non-cash compensation costs, as these charges and expenses are not considered a part of our core business operations and are not an indicator of ongoing, future company performance.
We present Adjusted Net Income and Adjusted Income per Share because we believe they are frequently used by analysts, investors and other interested parties to evaluate companies in our industry. Further, we believe they are helpful in highlighting trends in our operating results, because it excludes, among other things, certain results of decisions that are outside the control of management, while other measures can differ significantly depending on long-term strategic decisions regarding capital structure, the jurisdictions in which we operate and capital investments.
Adjusted Net Income is a non-GAAP financial measure and should not be considered as an alternative to operating income or net income as a measure of operating performance or cash flows or as a measure of liquidity. Non-GAAP financial measures are not necessarily calculated the same way by different companies and should not be considered a substitute for or superior to GAAP.
Adjusted Net Income for the three months ended June 30, 2019 was $9.6 million, representing an increase of $3.1 million, or 48%, from $6.5 million for the three months ended June 30, 2018. The increase in Adjusted Net Income was primarily due to the increase in revenues of $12.3 million and a decrease in interest expense, less the increase in service charges from agents and banks of $8.3 million as well as increases in other operating expenses to support the growth in our business and income taxes.
The following table presents the reconciliation of net income, our closest GAAP measure, to Adjusted Net Income.

  Three Months Ended June 30, 
(in thousands) 2019  2018 
       
Net income $7,074  $1,844 
Adjusted for:        
Transaction costs (a)  -   2,553 
Incentive units plan (b)  -   485 
Share-based compensation, 2018 Plan (c)  634   - 
Tender Offer Costs (d)  386   - 
Management fee (e)  -   195 
Transition expenses (f)  -   192 
Other employee severance (g)  66   - 
Other charges and expenses (h)  59   38 
Amortization of intangibles (i)  2,312   3,098 
Income tax benefit related to Adjustments (j)  (930)  (1,876)
Adjusted Net Income $9,601  $6,529 
         
Adjusted Income per Share        
Basic and diluted $0.26  $0.38 
         
Weighted-average  common shares outstanding        
Basic  37,505,598   17,227,682 
Diluted  37,594,151   17,227,682 
(a)Represents direct costs for the three months ended June 30, 2018 related to the Merger, which were expensed as incurred and included as “transaction costs” in our condensed consolidated statements of operations and comprehensive income.
(b)In connection with the Stella Point acquisition, Class B, C and D incentive units were granted to our employees by Interwire LLC. The three months ended June 30, 2018 included an expense regarding these incentive units, which became fully vested and were paid out upon the closing of the Merger. As a result, employees no longer hold profits interests following the Merger.
(c)Stock options and restricted stock were granted to employees and independent directors of the Company in connection with the completion of the Merger. The Company recorded $0.6 million of expense related to these equity instruments during the three months ended June 30, 2019.
(d)The Company incurred $0.4 million of expenses during the three months ended June 30, 2019 for professional and legal fees in connection with the Offer for the Company’s outstanding warrants.
(e)Represents payments under our management agreement with Stella Point pursuant to which we paid a quarterly fee for certain advisory and consulting services. In connection with the Merger, this agreement was terminated.

(f)Represents costs related to managerial changes in connection with becoming a publicly traded company.
(g)Represents $0.1 million of severance costs incurred during the three months ended June 30, 2019 related to departmental changes.
(h)Both periods include loss on disposal of fixed assets and foreign currency (gains) losses.
(i)Represents the amortization of certain intangible assets that resulted from the application of pushdown accounting.
(j)Represents the current and deferred tax impact of the taxable adjustments to net income using the Company’s blended federal and state tax rate for each period. 

Adjusted EBITDA
 
Adjusted EBITDA is defined as net income (loss) before depreciation and amortization, interest expense, income taxes, and also adjusted to add back certain charges and expenses, such as transaction costs and non-cash compensation costs, as these charges and expenses are not considered a part of our core business operations and are not an indicator of ongoing, future company performance.
 
Adjusted EBITDA is one of the primary metrics used by management to evaluate the financial performance of our business. We present Adjusted EBITDA because we believe it is frequently used by analysts, investors and other interested parties to evaluate companies in our industry. Further, we believe it is helpful in highlighting trends in our operating results, because it excludes, among other things, certain results of decisions that are outside the control of management, while other measures can differ significantly depending on long-term strategic decisions regarding capital structure, the jurisdictions in which we operate and capital investments.
 
Adjusted EBITDA is a non-GAAP financial measure and should not be considered as an alternative to operating income or net income as a measure of operating performance or cash flows or as a measure of liquidity. Non-GAAP financial measures are not necessarily calculated the same way by different companies and should not be considered a substitute for or superior to GAAP. Some of these limitations include the following:
 
Adjusted EBITDA does not reflect the significant interest expense, or the amounts necessary to service interest or principal payments on our senior secured credit facility;

·Adjusted EBITDA does not reflect the significant interest expense, or the amounts necessary to service interest or principal payments on our senior secured credit facility;
 
Adjusted EBITDA does not reflect income tax provision, and because the payment of taxes is part of our operations, tax expense is a necessary element of our costs and ability to operate;

·Adjusted EBITDA does not reflect income tax expense (benefit), and because the payment of taxes is part of our operations, tax expense is a necessary element of our costs and ability to operate;
 
Although depreciation and amortization are eliminated in the calculation of Adjusted EBITDA, the assets being depreciated and amortized will often have to be replaced in the future, and Adjusted EBITDA does not reflect any costs of such replacements;

·although depreciation and amortization are eliminated in the calculation of Adjusted EBITDA, the assets being depreciated and amortized will often have to be replaced in the future, and Adjusted EBITDA does not reflect any costs of such replacements;
 
Adjusted EBITDA does not reflect the noncash component of employee compensation;

·Adjusted EBITDA does not reflect the noncash component of employee compensation;
 
Adjusted EBITDA does not reflect the impact of earnings or charges resulting from matters we consider not to be reflective, on a recurring basis, of our ongoing operations; and

·Adjusted EBITDA does not reflect the impact of earnings or charges resulting from matters we consider not to be reflective, on a recurring basis, of our ongoing operations; and
 
Other companies in our industry may calculate Adjusted EBITDA or similarly titled measures differently than we do, limiting its usefulness as a comparative measure.

·other companies in our industry may calculate Adjusted EBITDA or similarly titled measures differently than we do, limiting its usefulness as a comparative measure.
 
We compensate for these limitations by relying primarily on our GAAP results and using Adjusted EBITDA only as supplemental information.
 
Adjusted EBITDA for the three months ended SeptemberJune 30, 20182019 was $13.4$16.3 million, representing an increase of $4.5$3.0 million, or 51%23%, from $8.9$13.3 million for the three months ended SeptemberJune 30, 2017.2018. The increase in Adjusted EBITDA was primarily due to the increase in revenues of $16.1$12.3 million less the increase in service charges from agents and banks of $10.5$8.3 million as well as increases in other operating expenses to support the growth in our business.
 
The following table presents the reconciliation of Adjusted EBITDA to net loss,income, our closest GAAP measure.measure, to Adjusted EBITDA.

 Three Months Ended September 30,  Three Months Ended June 30, 
(in thousands) 2018  2017  2019  2018 
            
Net loss $(13,413) $(574)
        
Net income $7,074  $1,844 
Adjusted for:              
Interest expense  3,434   4,613  2,288  3,392 
Income tax provision (benefit)  7,569   (192)
Income tax provision 2,602  824 
Depreciation and amortization  4,142   4,553   3,155   3,818 
EBITDA  1,732   8,400  15,119  9,878 
Transaction costs (a)  6,305   -  -  2,553 
Incentive units plan (b)  4,023   287  -  485 
Share-based compensation, 2018 Plan (c)  430   -  634  - 
Costs related to registering stock underlying warrants (d)  615   - 
Management fee (e)  195   195 
Tender Offer costs (d) 386  - 
Management Fees (e) -  195 
Transition Expenses (f) -  192 
Other employee severance (f)(g)  106   -  66  - 
Other charges and expenses (g)(h)  38   37   59   38 
Adjusted EBITDA $13,444  $8,919  $16,264  $13,341 

(a)Represents direct costs related to the Merger for the three months ended SeptemberJune 30, 2018 related to the Merger, which arewere expensed as incurred and included as “transaction costs” in our condensed consolidated statements of operations and comprehensive loss. These costs include $1.8 million in employee bonuses, $1.6 million to terminate our management fee agreement, $1.5 million change in control fee to our lenders, and $1.4 million in legal, consulting, accounting, advisory fees all directly related to the Merger.income.

(b)In connection with the Stella Point acquisition, Class B, C and D incentive units were granted to our employees by Interwire LLC. The three months ended SeptemberJune 30, 2018 and 2017 included an expense regarding these incentive units, which became fully vested and were paid out upon the Closing Dateclosing of the Merger. As a result, employees no longer hold profits interests following the Merger.
(c)Stock options and restricted stock were granted to employees and independent directors of the Company in connection with the completion of the Merger. The Company recorded $0.4$0.6 million of expense related to these equity instruments during the three months ended SeptemberJune 30, 2018.2019.
(d)The Company incurred $0.6$0.4 million of expenses during the three months ended SeptemberJune 30, 20182019 for professional and legal fees in connection with the registration of common stock underlyingOffer for the Company’s outstanding warrants.
(e)Represents payments under our management agreement with Stella Point pursuant to which we paid a quarterly fee for certain advisory and consulting services. In connection with the Merger, this agreement was terminated.
(f)Represents $0.1 million of severance costs related to departmental changes.managerial changes in connection with becoming a publicly traded company.
(g)BothRepresents $0.1 million of severance costs incurred during the three months ended SeptemberJune 30, 2018 and 2017 includes2019 related to departmental changes.
(h)Both periods include loss on disposal of fixed assets and foreign currency (gains) or losses.

Nine
30

Six Months Ended SeptemberJune 30, 20182019 Compared to Successor Period from February 1, 2017 to SeptemberSix Months Ended June 30, 2017 (“2017 Q3 Successor Period”) and Predecessor Period from January 1, 2017 to January 31, 2017 (“2017 Predecessor Period”) defined as the “2017 Q3 Combined Period”2018
 
Revenues
 
Revenues for the above periods are presented below:

 Successor Company     
Predecessor
Company
    
($ in thousands) 
Nine Months
Ended September 30,
2018
  
%
of
Revenues
  
Period from
February 1, 2017
to September 30,
2017
  
%
of
Revenues
  
Period from
January 1, 2017
to January 31,
2017
  
%
of
Revenues
  
Six Months
Ended June 30,
2019
  
%
of
Revenues
  
Six Months
Ended June 30,
2018
  
%
of
Revenues
 
                              
Revenues:                              
Wire transfer and money order fees $168,554   85% $119,227   84% $11,877   82% $128,941  85% $107,222  85%
Foreign exchange  29,013   14%  21,690   15%  2,450   17% 21,025  14% 18,316  14%
Other income  1,277   1%  854   1%  99   1%  1,058  1%  797  1%
Total revenues $198,844   100% $141,771   100% $14,426   100% $151,024   100% $126,335   100%
Wire transfer and money order fees of $168.6$128.9 million for the ninesix months ended SeptemberJune 30, 20182019 increased by $37.5$21.7 million from $131.1$107.2 million for the 2017 Q3 Combined Period, which included $119.2 million for the 2017 Q3 Successor Period and $11.9 million for the 2017 Predecessor Period.six months ended June 30, 2018. This increase of $37.5$21.7 million was primarily due to a 30%22% increase in transaction volume, largely due to the continued growth in our agent network, which has grown by 25%17% from September 2017June 2018 to September 2018.June 2019.
 
Revenues from foreign exchange of $29.0$21.0 million for the ninesix months ended SeptemberJune 30, 20182019 increased by $4.9$2.7 million from $24.1$18.3 million for the 2017 Q3 Combined Period, which included $21.7 million for the 2017 Q3 Successor Period and $2.4 million for the 2017 Predecessor Period.six months ended June 30, 2018. This increase included a favorable impact from theof $2.7 million was primarily due to higher transaction volumes of $6.7 million, partially offsetvolume achieved by reduced foreign exchange income earned per wire totaling $1.8 million.growth in our agent network.

Operating Expenses
 
Operating expenses for the above periods are presented below:
 
($ in thousands) 
Six Months
Ended June 30,
2019
  
%
of
Revenues
  
Six Months
Ended June 30,
2018
  
%
of
Revenues
 
 Successor Company     
Predecessor
Company
                
($ in thousands) 
Nine Months
Ended September 30,
2018
  
%
of
Revenues
  
Period from
February 1, 2017
to September 30,
2017
  
%
of
Revenues
  
Period from
January 1, 2017
to January 31,
2017
  
%
of
Revenues
 
Operating expenses:                              
Service charges from agents and banks $132,565   67% $94,608   67% $9,441   65% $100,191  66% $84,260  67%
Salaries and benefits  24,633   12%  16,395   12%  4,530   31% 15,194  10% 13,673  11%
Other selling, general and administrative expenses
  13,390   7%  10,400   7%  1,063   7% 11,061  7% 8,185  6%
Transaction costs  10,319   5%  6,213   4%  3,917   27% -  0% 4,014  3%
Depreciation and amortization  11,750   6%  12,057   9%  382   3%  6,307  4%  7,607  6%
Total operating expenses $192,657   97% $139,673   99% $19,333   133% $132,753  87% $117,739  93%
 
Service charges from agents and banks — Service charges from agents and banks were $132.6$100.2 million, or 66% of revenues, for the six months ended June 30, 2019 compared to $84.3 million, or 67% of revenues, for the ninesix months ended SeptemberJune 30, 2018 compared to $104.0 million, or 67% of revenues, for the 2017 Q3 Combined Period, which included $94.6 million for the 2017 Q3 Successor Period and $9.4 million for the 2017 Predecessor Period.2018. The increase of $28.5$15.9 million was primarily due to a 30%22% increase in transaction volume compared to the 2017 Q3 Combined Period, largely duerelated to the continued growth in our agent network, which has grown by 25%17% from September 2017June 2018 to September 2018.June 2019.
 
Salaries and benefits — Salaries and benefits were $24.6$15.2 million for the ninesix months ended SeptemberJune 30, 2018,2019, an increase of $3.7$1.5 million from $20.9$13.7 million for the 2017 Q3 Combined Period, which included $16.4 million for the 2017 Q3 Successor Period and $4.5 million for the 2017 Predecessor Period.six months ended June 30, 2018. The increase of $3.7$1.5 million primarily consisted of $4.2$1.0 million in share-based compensation related to the accelerated vesting of incentive units and the vesting of new options and restricted stock units that were granted in the third quarter of 2018 all in connection with the Merger, $0.7 million in commissions and bonuses due to our favorable operating results, $0.4 million in salaries and benefitsincreased wages, largely in management and compliance areas associated with our transition to a publicly-traded company $0.3 million in severance expenses, and the remaining increase relates to additional headcount to support the continued growth of the business. These increases were partially offset byour growing operations and a decrease of $2.9$0.5 million of expenseincrease related to the accelerated vesting of all stock options and restricted stock grantsshare-based compensation in connection with the Stella Point acquisition in the 2017 Predecessor Period that did not reoccur in 2018.International Money Express, Inc. 2018 Omnibus Equity Compensation Plan.
 
Other selling, general and administrative expenses — Other selling, general and administrative expenses of $13.4$11.1 million for the ninesix months ended SeptemberJune 30, 20182019 increased by $1.9$2.9 million from $11.5$8.2 million for the 2017 Q3 Combined Period, which included $10.4 million for the 2017 Q3 Successor Period and $1.1 million for the 2017 Predecessor Period.six months ended June 30, 2018. The increase was primarily due to an increase in professional fees of $1.5 million, which included $ 0.6 million associated with registration of common stock underlying outstanding warrants, $0.2 million in legal fees and settlement expense associated with a Telephone Consumer Protection Act (“TCPA”) lawsuit and additional expenses to support our transition to a publicly-traded company. The remaining increase of $0.4 million largely related to our growing agent network, with increases in computer network maintenance costs, data communications expenses and related expenses.
Transaction costs — Transaction costs$1.7 million of $10.3 million for the nine months ended September 30, 2018 include costs related to the Merger, consisting primarily of employee bonuses, termination of management fee agreement, change in control fee to our lender and legal and other professional fees whileassociated with the Company’s SEC filings, including the Offer for the Company’s outstanding warrants, $0.5 million of insurance premiums, property taxes and other operating expenses, and $0.5 million in IT related expenses.
Transaction costs — Transaction costs of $10.1$4.0 million for the 2017 Q3 Combined Period, which included $6.2 million for the 2017 Q3 Successor Period and $3.9 million for the 2017 Predecessor Period, related to the Stella Point acquisition consisting primarily of employee bonuses andsix months ended June 30, 2018 include legal and other professional fees.fees directly related to the Merger.
 
Depreciation and amortization— Depreciation and amortization of $11.8$6.3 million for the ninesix months ended SeptemberJune 30, 20182019 decreased by $0.7$1.3 million from $12.4$7.6 million for the 2017 Q3 Combined Period, which included $12.0six months ended June 30, 2018. This decrease of $1.3 million for the 2017 Q3 Successor Period and $0.4 million for the 2017 Predecessor Period. Depreciation and amortization expense is not comparable between the Successor and Predecessor periodsprimarily due to $1.6 million less amortization related to the newtrade name, developed technology and agent relationships during the six months ended June 30, 2019 as these intangibles are being amortized on an accelerated basis, established for the assetswhich will decline over time. This decrease was partially offset by an increase in depreciation of $0.3 million associated primarily with additional computer equipment to support our growing business and liabilities of the Successor company as of February 1, 2017.agent network.
 
Non-Operating Expenses
 
Interest expense — Interest expense was $10.1$4.4 million for the ninesix months ended SeptemberJune 30, 2018 an increase2019, a decrease of $1.4$2.3 million from $8.7$6.7 million for the 2017 Q3 Combined Period, which included $8.1six months ended June 30, 2018. The decrease of $2.3 million for the 2017 Q3 Successor Period and $0.6 million for the 2017 Predecessor Period. This increase was primarily due to the increasea reduction in the principal balance of debt outstanding forinterest rates paid under the respective period in 2018 compared to the same period in 2017 as a result of the August 2017 refinancing, partially offset by a prepayment penalty associated with the August 2017 refinancing of $1.7 million that was recognized in interest expense in the 2017 Q3 Combined Period.Credit Agreement.
 
Income tax provision (benefit) — Income tax provision was $8.2$3.7 million for the ninesix months ended SeptemberJune 30, 2018, a change2019, an increase of $9.3$3.1 million, from an income tax benefitprovision of $1.1$0.6 million for the 2017 Q3 Combined Period, whichsix months ended June 30, 2018. The increase in the income tax provision included a tax provision of $1.1 million for the 2017 Q3 Successor Period and a tax benefit of $2.2 million for the 2017 Predecessor Period. The change of $9.3 million in income taxes included a $4.9$3.1 million increase toin tax expense related to more taxable income incurred forattributable to both federal and state taxes in the ninesix months Septemberended June 30, 2018 period and a $4.4 million increase to tax expense associated with non-deductible expenses, primarily share-based compensation expense and transaction costs, net of the impact from the lower U.S. federal corporate tax rate in 2018 as a result of the Act.2019.

Net LossIncome
 
We had a net lossincome of $12.1$10.2 million for the ninesix months ended SeptemberJune 30, 20182019 compared to a net lossincome of $10.4$1.3 million for the 2017 Q3 Combined Period, which included $7.1 million for the 2017 Q3 Successor Period and $3.3 million for the 2017 Predecessor Period. The increase in net loss issix months ended June 30, 2018 due primarily to the same factors discussed above.
 
Adjusted EBITDANet Income and Adjusted Income per Share
 
Adjusted EBITDANet Income for the ninesix months ended SeptemberJune 30, 20182019 was $35.6$15.4 million, representing an increase of $10.8$5.6 million, or 44%57%, from $24.8$9.8 million for the 2017 Q3 Combined Period, which included $22.5 million for the 2017 Q3 Successor Period and $2.3 million for the 2017 Predecessor Period.six months ended June 30, 2018. The increase in Adjusted EBITDAnet income was primarily due to the increase in revenues of $42.6$24.7 million and a decrease in interest expense, less the increase in service charges from agents and banks of $28.5$15.9 million as well as increases in other operating expenses to support the growth in our business.business and income taxes.
 
The following table presents the reconciliation of Adjusted EBITDA to net loss,income, our closest GAAP measure.measure, to Adjusted Net Income.

  Successor Company  
Predecessor
Company
 
(in thousands) 
Nine Months
Ended September 30,
2018
  
Period from
February 1, 2017
to September 30,
2017
  
Period from
January 1, 2017
to January 31,
2017
 
          
Net loss $(12,109) $(7,061) $(3,318)
             
Adjusted for:            
Interest expense  10,110   8,107   614 
Income tax provision (benefit)  8,186   1,052   (2,203)
Depreciation and amortization  11,750   12,057   382 
EBITDA  17,937   14,155   (4,525)
Transaction costs (a)  10,319   6,213   3,917 
Incentive units plan (b)  4,735   1,535   - 
Change in control adjustment for stock options (c)  -   -   2,813 
Share-based compensation, 2018 Plan (d)  430   -   - 
Costs related to registering stock underlying warrants (e)  615   -   - 
Transition expenses (f)  348   -   - 
Management fee (g)  585   520   - 
TCPA settlement (h)  192   -   - 
Other employee severance (i)  106   -   - 
Other charges and expenses (j)  346   106   104 
Adjusted EBITDA $35,613  $22,529  $2,309 
  Six Months Ended June 30, 
(in thousands) 2019  2018 
       
Net income $10,230  $1,304 
Adjusted for:        
Transaction costs (a)  -   4,014 
Incentive units plan (b)  -   713 
Share-based compensation, 2018 Plan (c)  1,260   - 
Tender Offer Costs (d)  899   - 
Management fee (e)  -   390 
TCPA settlement (f)  -   192 
Transition expenses (g)  -   348 
Other employee severance (h)  172   - 
Other charges and expenses (i)  119   308 
Amortization of intangibles (j)  4,624   6,196 
Income tax benefit related to Adjustments (k)  (1,872)  (3,673)
Adjusted Net Income $15,432  $9,792 
         
Adjusted Income per Share        
Basic and diluted $0.42  $0.57 
         
Weighted-average common shares outstanding     
Basic  36,847,845   17,227,682 
Diluted  36,898,462   17,227,682 
 
(a)Represents direct costs for the six months ended June 30, 2018 related to the Merger, and Stella Point acquisition, which arewere expensed as incurred and included as “transaction costs” in our condensed consolidated statements of operations and comprehensive loss. The nine months ended September 30, 2018 includes $10.3 million related to the Merger. Costs related to the Stella Point acquisition amounts to $6.2 million for the 2017 Q3 Successor Period and $3.9 million for the 2017 Predecessor Period. These costs consist primarily of legal, consulting, accounting, advisory fees and certain incentive bonuses directly related to the above transactions.income.
(b)In connection with the Stella Point acquisition, Class B, C and D incentive units were granted to our employees by Interwire LLC. The Successor Periodssix months ended June 30, 2018 included an expense regarding these incentive units, which became fully vested and wherewere paid out upon the Closing Dateclosing of the Merger. As a result, employees no longer hold profits interests following the Merger.
(c)Represents $2.8 million related to stock options issued by the Predecessor company, which vested upon the Stella Point acquisition.
(d)Stock options and restricted stock were granted to employees and independent directors of the Company in connection with the completion of the Merger. The Company recorded $0.4$1.3 million of expense related to these equity instruments during the ninesix months ended SeptemberJune 30, 2018.2019.
(e)(d)The Company incurred $0.6$0.9 million of expenses during the ninesix months ended SeptemberJune 30, 20182019 for professional and legal fees in connection with the registration of common stock underlyingOffer for the Company’s outstanding warrants.
(f)Represents recruiting fees and severance costs related to managerial changes in connection with becoming a publicly-traded company.
(g)(e)Represents payments under our management agreement with Stella Point pursuant to which we paid a quarterly fee for certain advisory and consulting services. In connection with the Merger, this agreement was terminated.
(h)(f)Represents payments forrelated to the settlement of a lawsuit related to the TCPA, which includesincluded a $0.1 million settlement payment and $0.1 million in related legal expenses.fees.
(g)Represents costs related to managerial changes in connection with becoming a publicly-traded company.
(i)(h)Represents $0.1$0.2 million of severance costs incurred during the six months ended June 30, 2019 related to departmental changes.
(j)(i)IncludesBoth periods include loss on disposal of fixed assets, and foreign currency (gains) or losses. The ninesix months ended SeptemberJune 30, 2018 also include a one-time adjustment related to the Company’s loyalty programs of $0.2 million.
(j)Represents the amortization of certain intangible assets that resulted from the application of pushdown accounting.
(k)Represents the current and deferred tax impact of the taxable adjustments to net income using the Company’s blended federal and state tax rate for each period.

Adjusted EBITDA
Adjusted EBITDA for the six months ended June 30, 2019 was $27.0 million, representing an increase of $4.8 million, or 22%, from $22.2 million for the six months ended June 30, 2018. The increase in Adjusted EBITDA was primarily due to the increase in revenues of $24.7 million less the increase in service charges from agents and banks of $15.9 million as well as increases in other operating expenses to support the growth in our business.
The following table presents the reconciliation of net income, our closest GAAP measure, to Adjusted EBITDA.
  Six Months Ended June 30, 
(in thousands) 2019  2018 
       
Net income $10,230  $1,304 
Adjusted for:        
Interest expense  4,358   6,676 
Income tax provision  3,683   616 
Depreciation and amortization  6,307   7,607 
EBITDA  24,578   16,203 
Transaction costs (a)  -   4,014 
Incentive units plan (b)  -   713 
Share-based compensation, 2018 Plan (c)  1,260   - 
Tender Offer costs (d)  899   - 
Management Fees (e)  -   390 
TCPA Settlement (f)  -   192 
Transition expenses (g)  -   348 
Other employee severance (h)  172   - 
Other charges and expenses (i)  119   308 
Adjusted EBITDA $27,028  $22,168 
(a)Represents direct costs for the six months ended June 30, 2018 related to the Merger, which were expensed as incurred and included as “transaction costs” in our condensed consolidated statements of operations and comprehensive income.
(b)In connection with the Stella Point acquisition, Class B, C and D incentive units were granted to our employees by Interwire LLC. The six months ended June 30, 2018 included an expense regarding these incentive units, which became fully vested and were paid out upon the closing of the Merger. As a result, employees no longer hold profits interests following the Merger.
(c)Stock options and restricted stock were granted to employees and independent directors of the Company in connection with the completion of the Merger. The Company recorded $1.3 million of expense related to these equity instruments during the six months ended June 30, 2019.
(d)The Company incurred $0.9 million of expenses during the six months ended June 30, 2019 for professional fees in connection with the Offer for the Company’s outstanding warrants.
(e)Represents payments under our management agreement with Stella Point pursuant to which we paid a quarterly fee for certain advisory and consulting services. In connection with the Merger, this agreement was terminated.
(f)Represents payments related to the settlement of a lawsuit related to the TCPA, which included a $0.1 million settlement payment and $0.1 million in related legal fees.
(g)Represents costs related to managerial changes in connection with becoming a publicly-traded company.
(h)Represents $0.2 million of severance costs incurred during the six months ended June 30, 2019 related to departmental changes.
(i)Both periods include loss on disposal of fixed assets, foreign currency (gains) losses. The six months ended June 30, 2018 also includes a one-time adjustment related to the Company’s loyalty programs of $0.2 million, while the 2017 Predecessor Period also includes amortization of restricted stock awards.million.

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Liquidity and Capital Resources

Liquidity describes the ability of a company to generate sufficient cash flows to meet the cash requirements of its business operations, including working capital needs, debt service, acquisitions, contractual obligations and other commitments. We consider liquidity in terms of cash flows from operations and their sufficiency to fund our operating and investing activities. To meet our payment service obligations at all times we must have sufficient highly liquid assets and be able to move funds on a timely basis.

Our principal sources of liquidity are our cash generated by operating activities and supplemented with borrowings under our revolving credit facility. Our primary cash needs are for day to day operations, to pay interest and principal on our indebtedness, to fund working capital requirements and to make capital expenditures.

We expect to continue to financefunding our liquidity requirements through internally generated funds and supplemented with borrowings under our revolving credit facility. We believe that our projected cash flows generated from operations, together with borrowings under our revolving credit facility are sufficient to fund our principal debt payments, interest expense, our working capital needs and our expected capital expenditures for the next twelve months.
On August 23, 2017, we refinanced our then-existing credit facility with a new Senior Secured Credit Facility, which consists of (i) a five-year $20.0 million senior secured revolving credit facility (“Revolving Facility”), scheduled to mature on August 23, 2022 and (ii) a five-year $97.0 million senior secured term loan facility (“Term Loan”), scheduled to mature on August 23, 2022. Interest on the Term Loan and Revolving Facility is determined by reference to either LIBOR or a “base rate”, in each case plus an applicable margin of 9% per annum for LIBOR loans or 8% per annum for base rate loans.
On December 19, 2017, the Senior Secured Credit Facility was amended to allow for the Merger, as the facility contained a restrictive covenant related to the change of control of the Company. We were required to pay $1.5 million in fees to our lenders, which was contingent on the closing of the Merger. This expense is included in transaction costs in the condensed consolidated statements of operations and comprehensive loss for the three and nine months ended September 30, 2018 and was paid from the Merger proceeds at the Closing Date.
As of September 30, 2018, and December 31, 2017, we were in compliance with the covenants contained in the credit agreement governing our Senior Secured Credit Facility.
As of September 30, 2018, we had total indebtedness of $112.2 million, including $92.2 million of borrowings under the Term Loan facility and $20.0 million in borrowings under the Revolving Facility and excluding debt origination costs of $3.6 million. There were no additional borrowings available under these facilities as of September 30, 2018.

On November 7, 2018 and further amended on December 7, 2018, the Company entered into a new financing agreement (the “Credit Agreement”) with, among others, certain of its domestic subsidiaries as borrowers, certain other domestic subsidiaries and a group of banking institutions. The Credit Agreement provides for a $35$35.0 million revolving credit facility, a $90$90.0 million term loan facility and an up to $30a $30.0 million incremental facility. The Credit Agreement also provides for the issuance of letters of credit, which would reduce availability under the revolving credit facility. The proceeds of the loans were used to repay existing indebtedness under the Senior Secured Credit Facility, for working capital purposes and to pay fees and expenses in connection with the transaction. The maturity date of the Credit Agreement is November 7, 2023.

On March 25, 2019, the Company entered into an Increase Joinder No 1 to the Credit Agreement (the “Increase Joinder”) under which the Company received $12 million from the incremental facility on April 29, 2019. The proceeds of the Increase Joinder were primarily used to pay for the cash portion of the Exchange Consideration and the Conversion Consideration pursuant to the Offer between April and May of 2019.

Interest on the term loan facility and revolving credit facility for the Credit Agreement is determined by reference to either LIBOR or a “base rate”, in each case plus an applicable margin of 4.50% per annum for LIBOR loans or 3.50% per annum for base rate loans. The Company is also required to pay a fee on the unused portion of the revolving credit facility equal to 0.35% per annum. The effective interest rates as of June 30, 2019 for the term loan and revolving credit facility were 7.82% and 8.34%, respectively.

The principal amount of the term loan facility for the Credit Agreement, including the Increase Joinder, must be repaid in consecutive quarterly installments of 5% in year 1, 7.5% in years 2 and 3, 10% in years 4 and 5, in each case on the last day of each quarter, commencing in March 2019 with a final payment at maturity. The loans under the Credit Agreement may be prepaid at any time without payment or penalty.

The Credit Agreement contains covenants that limit the Company’s and its subsidiaries’ ability to, among other things, grant liens, incur additional indebtedness, make acquisitions or investments, dispose of certain assets, make dividends and distributions, change the nature of their businesses, enter into certain transactions with affiliates or amend the terms of material indebtedness. The Credit Agreement allows for redemptions or acquisitions of the Company’s equity interests subject to certain dollar limitations.

 
The Credit Agreement also contains financial covenants which require the Company to maintain a quarterly minimum fixed charge coverage ratio of 1.25:1.00 and a quarterly maximum consolidated leverage ratio of 3.25x. The fixed charge coverage ratio is generally defined3.25:1.00.

As of June 30, 2019, we were in compliance with the Credit Agreement as the ratio of (i) consolidated EBITDA to (ii) scheduled principal payments of indebtedness.
The obligations under the Credit Agreement are guaranteed by the Company and certain domestic subsidiaries of the Company and secured by liens substantially all of the assets of the loan parties, subject to certain exclusions and limitations.
Upon executioncovenants of the Credit Agreement, the Company incurred a prepayment penalty of approximately $2.0 million, which will be recognized as interest expense in the fourth quarter 2018 in the condensed consolidated statements of operations and comprehensive loss. In addition, the Company wrote off approximately $3.7 million of debt origination costs related to the Senior Secured Credit Facility as interest expense during the fourth quarter of 2018.Agreement.

3034

As of June 30, 2019, we had total indebtedness of $134.6 million, including $99.6 million of borrowings under the term loan facility and $35.0 million in borrowings under the revolving facility and excluding debt origination costs of $2.7 million. There were $18.0 million of additional borrowings available under these facilities as of June 30, 2019.

Our indebtedness could adversely affect our ability to raise additional capital, limit our ability to react to changes in the economy or our industry, expose us to interest rate risk and prevent us from meeting our obligations. See “Risk Factors—Risks Relating to Our Indebtedness—We have a substantial amount of indebtedness, which may limit our operating flexibility and could adversely affect our business, financial condition and results of operations” included in our Annual Report on Form 10-K for the year ended December 31, 2018.
Cash Flows
 
The following table summarizes the changes to our cash flows for the periods presented:
 
 Successor Company  
Predecessor
Company
  Six Months Ended June 30, 
(in thousands) 
Nine Months
Ended September 30,
2018
  
Period from
February 1, 2017
to September 30,
2017
  
Period from
January 1, 2017
to January 31,
2017
  2019  2018 
Statement of Cash Flows Data:               
Net cash provided by (used in) operating activities $30,516  $(10,835) $8,652 
Net cash provided by operating activities $32,086  $6,930 
Net cash used in investing activities  (3,575)  (4,019)  (249) (2,663) (2,238)
Net cash (used in) provided by financing activities  (3,633)  14,317   (2,000)
Net cash provided by (used in) financing activities 4,327  (2,425)
Effect of exchange rate changes on cash  27   406   (15)  105   (86)
Net increase (decrease) in cash and restricted cash  23,335   (131)  6,388 
Net increase in cash and restricted cash 33,855  2,181 
                  
Cash and restricted cash, beginning of the period  59,795   44,628   38,240   73,029   59,795 
Cash and restricted cash, end of the period $83,130  $44,497  $44,628  $106,884  $61,976 

Operating Activities
 
Net cash provided by operating activities was $30.6$32.1 million for the ninesix months ended SeptemberJune 30, 2018,2019, an increase of $32.7$25.2 million from net cash usedprovided by operating activities of $2.2 million in the 2017 Q3 Combined Period, which included net cash used of $10.8$6.9 million for the 2017 Q3 Successor Period and netsix months ended June 30, 2018. The increase included $15.2 million related to changes in working capital, as a result of additional cash provided of $8.7 milliongenerated by our operating results for the 2017 Predecessor Period. The increase of $32.7 million in 2018 was impacted by non-recurring costs related to the Stella Point acquisition, which were paid during the 2017 Q3 Successor Period. The majority of the transaction costs associated with the Merger were paid at the Closing Date from the cash available in the FinTech trust, and therefore did not impact the operating cash flows for the ninesix months ended SeptemberJune 30, 2018. Additionally, operating cash flows in the nine months ended September 30, 20182019, which were positively impacted by the further growth of the business.
 
Investing Activities
 
Net cash used in investing activities was $3.6$2.7 million for the ninesix months ended SeptemberJune 30, 2018, a decrease2019, an increase of $0.6$0.5 million from net cash used in investing activities of $4.2$2.2 million for the 2017 Q3 Combined Period, consisting of $4.0 million for the 2017 Q3 Successor Period and $0.2 million for the 2017 Predecessor Period.six months ended June 30, 2018.  This decreaseincrease in cash used was primarily due to $0.9 million of net cash that was used as part of the funding for the Stella Point acquisition in the 2017 Q3 Successor Period that did not reoccur in 2018, partially offset by higher purchases of property and equipment during the ninesix months ended SeptemberJune 30, 2018.2019.
 
Financing Activities
 
Net cash provided by financing activities was $4.3 million for the six months ended June 30, 2019, which consisted of $12.0 million in borrowings under the Increase Joinder and $5.0 million in additional revolving credit line borrowings, net of $10.0 million related to payments made in connection with the Offer, the $2.4 million quarterly payments due on the term loan, as well as the payment of debt origination costs associated with the Increase Joinder. Net cash used in financing activities was $3.6$2.4 million for the ninesix months ended SeptemberJune 30, 2018, which related to the quarterly paymentspayment due on the Term Loan, as well as proceeds and payments related to the Merger. Net cash provided by financing activities was $12.3 million for the 2017 Q3 Combined Period, which included cash provided of $14.3 million in the 2017 Q3 Successor Period and net cash used of $2.0 million in the 2017 Predecessor Period. Net cash provided by financing activities for the 2017 Q3 Combined Period consisted of $114.0 million in borrowings under our debt facilities, net of $77.0 million for repayment of debt, $4.7 million in debt origination cost payments and common dividend distributions of $20.0 million.term loan.
 
Contractual Obligations
 
The following table includes aggregated information about contractual obligations that affect our liquidity and capital needs. At SeptemberJune 30, 2018,2019, our contractual obligations over the next several periods were as follows:
 
(in thousands) Total  
Less than
1 year
  1 to 3 years  3 to 5 years  
More than
5 years
  Total  
Less than
1 year
  1 to 3 years  3 to 5 years  
More than
5 years
 
Debt, principal payments $112,150  $4,850  $19,400  $87,900  $-  $134,598  $6,384  $16,600  $111,614  $- 
Interest payments  42,452   12,233   21,869   8,350   -  34,239  8,800  15,953  9,486  - 
Non-cancelable operating leases  6,400   1,352   1,898   1,520   1,630   6,431   1,403   2,261   1,713   1,054 
Total $161,002  $18,435  $43,167  $97,770   1,630  $175,268  $16,587  $34,814  $122,813   1,054 
 
Our condensed consolidated balance sheet reflects $131.9 million of debt as of June 30, 2019, as the principal payment obligations of $134.6 million are gross of unamortized debt origination costs. The above table reflects the principal and interest of the revolving credit facility and term loan under the Credit Agreement that will be paid through the maturity of the debt using the rates in effect on SeptemberJune 30, 2018, assumes2019 and assuming no voluntary prepayments of principal and does not reflect the new Credit Agreement that was entered into on November 7, 2018.principal.
Non-cancelable operating leases include various office leases, including our office headquarter lease, which was renegotiated in April 2018 resulting in a term extension through November 2025.headquarters.

Off-Balance Sheet Arrangements

We are not a party to any off-balance sheet arrangements, including guarantee contracts, retained or contingent interests, certain derivative instruments and variable interest entities that either have, or are reasonably likely to have, a current or future material effect on our condensed consolidated financial statements.

Critical Accounting Policies and Estimates

The preparation of financial statements in accordance with accounting principles generally accepted in the United States requires management to make estimates and assumptions about future events that affect amounts reported in our condensed consolidated financial statements and related notes, as well as the related disclosure of contingent assets and liabilities at the date of the financial statements. Management evaluates its accounting policies, estimates and judgments on an on-going basis. Management bases its estimates and judgments on historical experience and various other factors that are believed to be reasonable under the circumstances. Actual results may differ from these estimates under different assumptions and conditions.

Critical accounting policies are those policies that management believes are very important to the portrayal of our financial position and results of operations, and that require management to make estimates that are difficult, subjective or otherwise complex. BasedOur Critical Accounting Policies and Estimates disclosed in “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Critical Accounting Policies and Estimates” in our Annual Report on these criteria, management has identifiedForm 10-K for the following critical accounting policies:year ended December 31, 2018, for which there were no material changes, except as described below, included:

Revenue Recognition
Revenues for wire transfer and money order fees are recognized at the time the transaction is processed. These fees are recognized on a gross basis equal to the full amount of the fee charged to the customer as we are the primary obligor and have latitude in establishing price. Foreign exchange revenue, which represents the difference between the exchange rate set by us and the rate realized, is recognized upon the disbursement of U.S. dollars to the foreign bank. Other income primarily represents revenues for technology services provided to the independent network of agents who utilize our technology in processing transactions. Revenue for these transactions are recorded when persuasive evidence of an arrangement exists, delivery has occurred, or services have been rendered and collection is reasonably assured.
Accounts Receivable and Allowance for Doubtful Accounts
Accounts receivable are recorded upon initiation of the wire transfer and are typically due to us within five days. We maintain an allowance for doubtful accounts for estimated losses resulting from the inability of our sending agents to make required payments. When preparing these estimates, we consider a number of factors, including the aging of a sending agent’s account, creditworthiness of specific sending agents, historical trends and other information. We review our allowance for doubtful accounts policy periodically, reflecting current risks and changes in industry conditions and when necessary, will increase our allowance for doubtful accounts and recognize a provision for bad debt expense, included in other selling, general and administrative expenses in the consolidated statements of operations and comprehensive loss.
Goodwill and Other Intangible Assets
Goodwill and other intangible assets result primarily from business combination acquisitions, including the Stella Point acquisition. Other intangible assets include trade name, agent relationships, developed technology and other intangibles, all with finite lives. Upon the acquisition, the purchase price is first allocated to identifiable assets and liabilities, including the trade name and other intangibles, with any remaining purchase price recorded as goodwill.
Goodwill is not amortized. Rather, impairment tests are conducted on an annual basis, at the beginning of the fourth quarter, or more frequently if indicators of impairment are present. A qualitative assessment of goodwill was performed in 2017 subsequent to the Stella Point acquisition on February 1, 2017. Qualitative assessment includes consideration of the economic, industry and market conditions in addition to our overall financial performance and the performance of these assets. Based on the results of assessment, no indicators of impairment were noted. Accordingly, no further impairment testing was completed, and no impairment charges related to goodwill were recognized during any of the Successor Periods.
Our trade name, agent relationships and developed technology are currently amortized utilizing an accelerated method over their estimated useful lives. Other intangible assets are amortized straight-line over a useful life of 10 years. We review for impairment indicators of finite-lived intangibles and other long-lived assets whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.
Income Taxes
We account for income taxes in accordance with generally accepted accounting principles which require, among other things, recognition of future tax benefits measured at enacted rates attributable to deductible temporary differences between financial statement and income tax bases of assets and liabilities and to tax net operating loss carryforwards to the extent that realization of said benefits is more likely than not.
We account for tax contingencies by assessing all material positions, including all significant uncertain positions, for all tax years that are open to assessment or challenge under tax statutes. Those positions that have only timing consequences are separately analyzed based on the recognition and measurement model provided in the tax guidance.

As required byOn January 1, 2019, the uncertain tax position guidance, we recognizeCompany adopted the financial statement benefit of a position only after determining thatnew accounting standard, Revenue from Contracts with Customers, as amended, which modified the relevant tax authority would more likely than not sustain the positions following an audit. For tax positions meeting the more likely-than-not threshold, the amount recognized in the financial statements is the largest benefit that has a greater than 50 percent likelihood of being realized upon ultimate settlement with the relevant tax authority. We are subject to income taxes in the U.S. federal jurisdiction and various state jurisdictions. Tax regulations within each jurisdiction are subject to the interpretation of the related tax laws and regulations and require significant judgment to apply. With few exceptions, we are no longer subject to U.S. federal or state and local income tax examinations by tax authoritiesexisting accounting standards for the years before 2013. We apply the uncertain tax position guidance to all tax positions for which the statute of limitations remains open. Our policy is to classify interest accrued as interest expense and penalties as operating expenses. We do not have any material uncertain tax positions.
Our foreign subsidiaries are subject to taxes by local tax authorities.
Recent Accounting Pronouncements
revenue recognition. Refer to Note 13 of our condensed consolidated financial statements included in this filing for further information about the impact of the adoption of this new accounting standard.

Recent Accounting Pronouncements

Refer to Note 1 of our unaudited condensed consolidated financial statements included in this filing for further information on Accounting Pronouncements.recent accounting pronouncements.

ITEM 3.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Foreign Currency Risk

We manage foreign currency risk through the structure of the business and an active risk management process. We currently settle with our payers in Latin America primarily by entering into short duration foreign currency forward contractsexchange spot transactions with local and foreign currency providers (“counterparties”). The foreign currency exposure on our derivative instrumentsforeign exchange spot transactions is limited by the fact that all transactions are settled within fivetwo business days after they are initiated.from trade date. However, foreign currency fluctuations may negatively impact our average exchange gain per transaction.

We are exposed to changes in currency rates as a result of our investments in foreign operations and revenues generated in currencies other than the U.S. dollar. Revenues and profits generated by international operations will increase or decrease because of changes in foreign currency exchange rates. This foreign currency risk is related primarily to our operations in Mexico and Guatemala. Revenues from these operations represent less than 3% of our consolidated revenues for the ninesix months ended SeptemberJune 30, 20182019 and the 2017 Q3 Combined Period.2018. Therefore, a 10% increase or decrease in these currency rates against the U.S. Dollar would result in a minimal change to our overall operating results.

The spot exchange rates as of SeptemberJune 30, 20182019 and December 31, 20172018 were 19.6519.23 and 19.7219.65 for the Mexico Peso/Dollar and 7.707.71 and 7.357.73 for the Guatemala Quetzal/Dollar, respectively. The average exchange rates for the ninesix months ended SeptemberJune 30, 2019 and 2018 were 19.0319.15 and 18.73 for the Mexico Peso/Dollar and 7.417.69 and 7.37 for the Guatemala Quetzal/Dollar.Dollar, respectively. Long-term sustained devaluationappreciation of the Mexican peso or Guatemalan Quetzal as compared to the U.S. dollar could negatively affect our margins.

Interest Rate Risk

Our Term Loan bearsInterest on the term loan and revolving credit facility under the Credit Agreement is determined by reference to either LIBOR or a “base rate”, in each case, plus an applicable margin of 4.50% per annum for LIBOR loans or 3.50% per annum for base rate loans. The Company is also required to pay a fee on the unused portion of the revolving credit facility equal to 0.35% per annum. Since interest at aexpense is subject to fluctuation, if interest rates increase, our debt service obligations on such variable rate based on LIBOR plus a fixed margin. indebtedness would increase even though the amount borrowed remained the same. Accordingly, an increase in interest rates would adversely affect our profitability.

As of SeptemberJune 30, 2018,2019, we had $92.2$99.6 million in outstanding borrowings under the Term Loan.term loan. A hypothetical 1% increase or decrease in the interest rate on our indebtedness as of SeptemberJune 30, 20182019 would have increased or decreased cash interest expense on our term loan by approximately $0.9$1.0 million per annum.

Our Revolving Facility bears interest at a variable rate based on the highest of LIBOR, base commercial lending rate of the collateral agent and federal funds rate, plus a fixed margin. As of SeptemberJune 30, 2018,2019, we had $20$35.0 million in outstanding borrowings under our Revolving Facility.revolving credit facility. A hypothetical 1% increase or decrease in the interest rate on our indebtedness as of SeptemberJune 30, 20182019 would have increased or decreased cash interest expense on our Revolving Facilityrevolving credit facility by approximately $0.2$0.4 million per annum.
The Term Loan and the Revolving Facility were refinanced on November 7, 2018. The above discussion does not reflect the new Credit Agreement that was entered into on November 7, 2018.

Credit Risk

We maintain certain cash balances in various U.S. banks, which at times, may exceed federally insured limits. We have not incurred any losses on these accounts. In addition, we maintain various bank accounts in Mexico and Guatemala, which are not insured. We have not incurred any losses on these uninsured accounts. To manage our exposures to credit risk with respect to cash balances and other credit risk exposures resulting from our relationships with banks and financial institutions, we regularly review cash concentrations, and we attempt to diversify our cash balances among global financial institutions.

We are also exposed to credit risk related to receivable balances from sending agents. We perform a credit review before each agent signing and conduct ongoing analyses of sending agents and certain other parties we transact with directly. As of SeptemberJune 30, 2018,2019, we also had $1.3$1.6 million outstanding of notes receivable from sending agents. Most of the notes are collateralized by personal guarantees from the sending agents and by assets from their businesses.

Our expense associated withprovision for bad debts weredebt was approximately $0.7$0.6 million for the ninesix months ended SeptemberJune 30, 20182019 (0.4% of total revenues) and $0.9$0.4 million for the 2017 Q3 Combined Period (0.6%six months ended June 30, 2018 (0.3% of total revenues). as recoveries were higher last year.

ITEM 4.
CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) that are designed to ensure that information required to be disclosed in our reports filed pursuant to the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules, regulations and related forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Because of inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues, if any, within an organization have been detected. Accordingly, our disclosure controls and procedures are designed to provide reasonable, not absolute, assurance that the objectives of our disclosure control system are met.

As required by Rules 13a-1513a-15(e) and 15d-1515d-15(e) under the Exchange Act, our Chief Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness of our disclosure controls and procedures as of September June 30, 2018. In 2017, we identified two material weaknesses relating to amortization of intangible assets2019. Based on their evaluation, the Company’s principal executive officer and deferred tax utilization analysis. Since the identification of the two material weaknesses, we restated our 2016principal financial statements to correct the errors and have determined that the two material weaknesses are non-recurring. As a result of the restatement of the 2016 financial statements and the non-recurring nature of the material weaknesses, as of September 30, 2018, management hasofficer concluded that the twoCompany’s disclosure controls and procedures were effective and operating to provide reasonable assurance that material weaknessesinformation required to be disclosed in internal control over financial reportingthe reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Current Report on Form 8-K filed on August 1, 2018 have been remediated. Based upon their evaluation,SEC’s rules and forms, including ensuring that such material information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, concluded that,as appropriate to allow timely decisions regarding required disclosure, as of SeptemberJune 30, 2018, our disclosure controls and procedures were effective at a reasonable level of assurance.2019.

Changes in Internal Control Over Financial Reporting

During the most recently completed fiscal quarter, there have been no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

3438

PART II OTHER INFORMATION

ITEM 1.
LEGAL PROCEEDINGS

Reference is made to Note 11–13 – Commitments and Contingencies in the Notes to the Unaudited Condensed Consolidated Financial Statements of International Money Express, Inc. contained elsewhere in this Quarterly Report on Form 10–Q for information regarding certain litigationlegal proceedings to which we are a party.

ITEM 1A.
RISK FACTORS

There have been no material changes to our principal risks that we believe are material to our business, results of operations and financial condition, from the risk factors previously disclosed in the prospectus, dated October 25, 2018, filed pursuant to Rule 424(b)(3), relating to our issuance of common stock underlying outstanding warrants which is accessibleAnnual Report on Form 10-K for the SEC’s website at www.sec.gov.year ended December 31, 2018.

ITEM 2.
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

In connection with the Merger, on the Closing Date we redeemed 4,938,232 shares of our common stock at a redemption price of $10.086957 per share pursuant to the terms of our amended and restated certificate of incorporation, resulting in a total payment to redeeming stockholders of approximately $49.8 million.

ITEM 3.
DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 3.
DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4.
MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5.
OTHER INFORMATION

None.

ITEM 6.
EXHIBITS

3539

EXHIBIT INDEX
Exhibit No.Document
  
Second AmendedAmendment No. 1 to Warrant Agreement, dated April 29, 2019, by and Restated Certificate of Incorporation ofbetween the International Money Express, Inc. and Continental Stock Transfer & Trust Company dated July 26, 2018 (incorporated by reference to Exhibit 3.110.1 to the Registrant’s Registration StatementCurrent Report on Form S-18-K filed on September 28, 2018 (File No. 333-226948)).
Second Amended and Restated Bylaws of the Company, effective as of July 26, 2018 (incorporated by reference to Exhibit 3.2 to the Registrant’s Registration Statement on Form S-1 filed on September 28, 2018 (File No. 333-226948)).
Shareholders Agreement, dated July 26, 2018, between the Company and the stockholders of the Company signatory thereto (incorporated by reference to Exhibit 4.3 to the Registrant’s Registration Statement on Form S-1 filed on September 28, 2018 (File No. 333-226948)).
Registration Rights Agreement, dated July 26, 2018, by and among FinTech Acquisition Corp. II, SPC Investors, Minority Investors and Additional Investors (incorporated by reference to Exhibit 10.2 to the Registrant’s Registration Statement on Form S-1 filed on September 28, 2018 (File No. 333-226948))April 30, 2019).
  
Increase Joinder No. 1 to Credit Agreement, dated March 25, 2019, by and among International Money Express, Inc. 2018 Omnibus Equity Compensation Plan, as Holdings, International Money Express Sub 2, LLC, as Intermediate Holdings, Intermex Holdings, Inc., as the Term Borrower, Intermex Wire Transfer, LLC, as the Revolver Borrower, the other guarantors from time to time party thereto, the lenders from time to time party thereto and KeyBank National Association, as the Administrative Agent (incorporated by reference to Exhibit 10.3(a)10.2 to the Registrant’s Registration StatementCurrent Report on Form S-18-K filed on September 28, 2018 (FileApril 30, 2019).
10.3Amendment No. 333-226948))1 to the Registration Rights Agreement, dated July 29, 2019 (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on July 30, 2019).
  
Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002- Chief Executive Officer.
Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002- Chief Financial Officer.
Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302906 of the Sarbanes-Oxley Act.Act of 2002.
  
Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302906 of the Sarbanes-Oxley Act.
CertificationAct of Chief Executive Officer pursuant to 18 U.S.C. § 1350.
Certification of Chief Financial Officer pursuant to 18 U.S.C. § 1350.2002.

*Filed herewith.herewith

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Date: November 13, 2018
International Money Express, Inc.
By:/s/ Robert Lisy
Robert Lisy
Chief Executive Officer and President
Date: November 13, 2018August 12, 2019
 
   
International Money Express, Inc. 
  
By:
/s/ Tony Lauro IIRobert Lisy

Robert Lisy

Chief Executive Officer and President
 
 Tony Lauro II
Date: August 12, 2019
 
 
International Money Express, Inc.
By:
/s/ Tony Lauro II

Tony Lauro II

Chief Financial Officer
 


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