Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2018 | Aug. 07, 2018 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | International Money Express, Inc. | |
Entity Central Index Key | 1,683,695 | |
Current Fiscal Year End Date | --12-31 | |
Entity Well-known Seasoned Issuer | No | |
Entity Voluntary Filers | No | |
Entity Current Reporting Status | No | |
Entity Filer Category | Non-accelerated Filer | |
Entity Common Stock, Shares Outstanding | 36,182,783 | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q2 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2018 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) | Jun. 30, 2018 | Dec. 31, 2017 |
Current Assets | ||
Cash | $ 51,659 | $ 362,581 |
Prepaid expenses and other current assets | 110,694 | 13,560 |
Total Current Assets | 162,353 | 376,141 |
Cash and held-to-maturity securities held in Trust Account | 176,418,186 | 175,883,186 |
Total Assets | 176,580,539 | 176,259,327 |
Current Liabilities | ||
Accrued expenses | 747,805 | 480,538 |
Income taxes payable | 180,352 | 436,721 |
Advances from related party | 275,000 | 0 |
Promissory note - related party | 115,000 | 0 |
Total Current Liabilities | 1,318,157 | 917,259 |
Deferred underwriting fees | 9,190,000 | 9,190,000 |
Deferred legal fees payable | 25,000 | 25,000 |
Total Liabilities | 10,533,157 | 10,132,259 |
Commitments and Contingencies | ||
Common stock subject to possible redemption, $0.0001 par value; 16,104,738 and 16,112,706 shares (at redemption value of approximately $10.00 per share as of June 30, 2018 and December 31, 2017, respectively) | 161,047,380 | 161,127,060 |
Stockholders' Equity | ||
Preferred stock, $0.0001 par value; 5,000,000 authorized, none issued and outstanding | 0 | 0 |
Common stock, $0.0001 par value; 35,000,000 shares authorized; 7,788,595 and 7,780,627 shares issued and outstanding (excluding 16,104,738 and 16,112,706 shares subject to possible redemption) as of June 30, 2018 and December 31, 2017, respectively | 779 | 778 |
Additional paid-in capital | 5,268,064 | 5,188,385 |
Accumulated deficit | (268,841) | (189,155) |
Total Stockholders' Equity | 5,000,002 | 5,000,008 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ 176,580,539 | $ 176,259,327 |
CONDENSED CONSOLIDATED BALANCE3
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - $ / shares | Jun. 30, 2018 | Dec. 31, 2017 |
LIABILITIES AND STOCKHOLDERS' EQUITY | ||
Common stock subject to possible redemption, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock subject to possible redemption, shares (in shares) | 16,104,738 | 16,112,706 |
Common stock subject to possible redemption, redemption value per share (in dollars per share) | $ 10 | $ 10 |
Stockholders' Equity | ||
Preferred Stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred Stock, shares authorized (in shares) | 5,000,000 | 5,000,000 |
Preferred Stock, shares issued (in shares) | 0 | 0 |
Preferred Stock, shares outstanding (in shares) | 0 | 0 |
Common Stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common Stock, shares authorized (in shares) | 35,000,000 | 35,000,000 |
Common Stock, shares issued (in shares) | 7,788,595 | 7,780,627 |
Common Stock, shares outstanding (in shares) | 7,788,595 | 7,780,627 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||||||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |||||
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) [Abstract] | ||||||||
Operating costs | $ 614,652 | $ 106,063 | $ 1,027,825 | $ 332,819 | ||||
Loss from operations | (614,652) | (106,063) | (1,027,825) | (332,819) | ||||
Other income: | ||||||||
Interest income | 708,882 | 340,465 | 1,193,551 | 402,131 | ||||
Income before taxes | 94,230 | 234,402 | 165,726 | 69,312 | ||||
Provision for income taxes | (144,675) | (109,457) | (245,412) | (109,457) | ||||
Net Income (Loss) | $ (50,445) | $ 124,945 | $ (79,686) | $ (40,145) | ||||
Weighted average shares outstanding | ||||||||
Basic (in shares) | [1] | 7,783,551 | 7,070,173 | 7,783,163 | 7,426,344 | |||
Diluted (in shares) | 7,783,551 | [1] | 21,321,280 | 7,783,163 | [1] | 7,426,334 | [1] | |
Net income (loss) per common share | ||||||||
Basic (in dollars per share) | $ (0.01) | $ 0.02 | $ (0.01) | $ (0.01) | ||||
Diluted (in dollars per share) | $ (0.01) | $ 0.01 | $ (0.01) | $ (0.01) | ||||
[1] | This number excludes an aggregate of up to 16,104,738 shares and 16,127,226 shares subject to possible redemption at June 30, 2018 and 2017, respectively. |
CONDENSED CONSOLIDATED STATEME5
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) (Parenthetical) - shares | Jun. 30, 2018 | Dec. 31, 2017 | Jun. 30, 2017 |
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) [Abstract] | |||
Common stock subject to possible redemption (in shares) | 16,104,738 | 16,112,706 | 16,127,226 |
CONDENSED CONSOLIDATED STATEME6
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) | 6 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Cash Flows from Operating Activities: | ||
Net loss | $ (79,686) | $ (40,145) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Interest earned on held-to-maturity securities held in Trust Account | (1,193,551) | (402,131) |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other current assets | (97,134) | (56,239) |
Accrued expenses | 267,267 | 22,503 |
Income taxes payable | (256,369) | 109,457 |
Net cash used in operating activities | (1,359,473) | (366,555) |
Cash Flows from Investing Activities: | ||
Investment of cash in Trust Account | 0 | (175,000,000) |
Cash deposited into Trust Account | (25,592) | 0 |
Cash withdrawn from Trust Account | 684,143 | 0 |
Net cash provided by (used) in investing activities | 658,551 | (175,000,000) |
Cash Flows from Financing Activities: | ||
Proceeds from sale of Units, net of underwriting discounts paid | 0 | 171,940,000 |
Proceeds from sale of Placement Units | 0 | 4,200,000 |
Proceed from issuance of common stock to Initial Stockholders | 0 | 3,311 |
Advances from related party | 275,000 | 0 |
Proceeds from promissory note - related party | 115,000 | 0 |
Repayment of promissory note - related party | 0 | (231,846) |
Payment of offering costs | 0 | (463,778) |
Net cash provided by financing activities | 390,000 | 175,447,687 |
Net Change in Cash | (310,922) | 81,132 |
Cash - Beginning of period | 362,581 | 82,614 |
Cash - Ending of period | 51,659 | 163,746 |
Non-Cash investing and financing activities: | ||
Deferred underwriting fees charged to additional paid in capital | 0 | 9,190,000 |
Deferred legal fees charged to additional paid in capital | 0 | 25,000 |
Initial classification of common stock subject to possible redemption | 0 | 161,314,270 |
Change in value of common stock subject to possible redemption | $ (79,680) | $ (42,010) |
DESCRIPTION OF ORGANIZATION AND
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | 6 Months Ended |
Jun. 30, 2018 | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS [Abstract] | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS International Money Express, Inc. (formerly known as FinTech Acquisition Corp. II) (the “Company”), was incorporated in Delaware on May 28, 2015 as a blank check company. The Company was formed for the purpose of acquiring, through a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business transaction, one or more operating businesses or assets (a “Business Combination”). In connection with the acquisition (the “Acquisition”) of Intermex Holdings II, Inc. (“Intermex”) (see Note 7), the Company formed two wholly-owned subsidiaries, FinTech II Merger Sub Inc., which was incorporated in Delaware in November 2017 (“Merger Sub I”), and FinTech II Merger Sub 2 LLC, which was formed in Delaware in November 2017 (“Merger Sub II”). Both Merger Sub I and Merger Sub II did not have any activity as of June 30, 2018. The Company has neither engaged in any operations nor generated operating revenues to date. At June 30, 2018, the Company had not yet commenced operations. All activity through June 30, 2018 relates to the Company’s formation and its initial public offering of 17,500,000 units (the “Initial Public Offering”), the sale of 420,000 units (the “Placement Units”) in a private placement to the Company’s sponsor, FinTech Investors Holding II, LLC (the “Sponsor”), and Cantor Fitzgerald & Co., the representative of the underwriters for the Initial Public Offering (“Cantor”), identifying a target company for a Business Combination and activities in connection with the Acquisition, described in Note 7. The Business Combination was consummated on July 26, 2018. In connection with the consummation of the Business Combination, the Company changed its name from “FinTech Acquisition Corp. II” to “International Money Express, Inc.” |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Jun. 30, 2018 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X of the Securities and Exchange Commission (the “SEC”). Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a comprehensive presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2017 as filed with the SEC on March 15, 2018, which contains the audited financial statements and notes thereto. The financial information as of December 31, 2017 is derived from the audited financial statements presented in the Company’s Annual Report on Form 10-K for the year ended December 31, 2017. The interim results for the three and six months ended June 30, 2018 are not indicative of the results to be expected for the year ending December 31, 2018 or for any future interim periods. Principles of Consolidation The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. Emerging growth company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s consolidated financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of income and expense during the reporting periods. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and cash equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of June 30, 2018 and December 31, 2017. Cash and held-to-maturity securities held in Trust Account At June 30, 2018 and December 31, 2017, the assets held in the Trust Account were held in cash and U.S. Treasury Bills. Common stock subject to possible redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. Prior to the consummation of the Merger, the Company’s common stock featured certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at June 30, 2018 and December 31, 2017, 16,104,738 and 16,112,706 shares of common stock subject to possible redemption, respectively, are presented as temporary equity, outside of the stockholders’ equity section on the Company’s condensed consolidated balance sheet. Offering costs Offering costs consist principally of legal, accounting and underwriting costs incurred that were directly related to the Initial Public Offering. Offering costs amounting to $12,912,088 were charged to stockholders’ equity upon completion of the Initial Public Offering. Income taxes The Company complies with the accounting and reporting requirements of ASC Topic 740 “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of June 30, 2018 and December 31, 2017. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company may be subject to potential examination by federal, state, and city taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions, and compliance with federal, state, and city tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Net income (loss) per common share Net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of common shares outstanding for the period. Shares of common stock subject to possible redemption at June 30, 2018 and 2017 have been excluded from the calculation of basic income (loss) per share since such shares, if redeemed, only participate in their pro rata share of the earnings on the assets held in the trust account (the “Trust Account”). The Company has not considered the effect of warrants to purchase 8,960,000 shares of common stock in the calculation of diluted income (loss) per share, since the exercise of the warrants was contingent upon the occurrence of future events, including the consummation of a Business Combination. Diluted net income per share for the three months ended June 30, 2017 includes the effect of 21,321,280 shares of common stock. Concentration of credit risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times, may exceed the Federal depository insurance coverage of $250,000. At June 30, 2018 and December 31, 2017, the Company had not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Fair value of financial instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying condensed consolidated balance sheets, primarily due to their short-term nature. Recently issued accounting standards Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s condensed consolidated financial statements. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 6 Months Ended |
Jun. 30, 2018 | |
RELATED PARTY TRANSACTIONS [Abstract] | |
RELATED PARTY TRANSACTIONS | 3. RELATED PARTY TRANSACTIONS Founder Shares On May 28, 2015, the Company issued an aggregate of 5,298,333 shares of common stock to the Sponsor and certain other stockholders of the Company (the “Initial Stockholders” and, with respect to the shares of common stock issued, the “Founder Shares”) for an aggregate purchase price of $25,000. In January 2017, the Company issued an additional 701,667 Founder Shares for an aggregate purchase price of $3,311. As such, total Founder Shares of 6,000,000 included an aggregate of up to 760,000 shares subject to forfeiture by the Initial Stockholders to the extent that the underwriters’ over-allotment was not exercised in full or in part, so that the Initial Stockholders would collectively own 25% of the Company’s issued and outstanding shares after the Initial Public Offering. As a result of the underwriters’ election to exercise their over-allotment option to purchase 2,200,000 Units on January 25, 2017 and waiver of the remainder of their over-allotment option, 733,333 Founder Shares were no longer subject to forfeiture and 26,667 Founder Shares were forfeited. Accordingly, a total of 5,973,333 Founder Shares were outstanding as of June 30, 2018 and December 31, 2017. Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor has committed to loan the Company funds as may be required up to a maximum of $1,100,000 (“Working Capital Loans”), which will be repaid upon the consummation of a Business Combination. However, if the Company does not consummate a Business Combination, the Company may use funds held outside the Trust Account to repay the Working Capital Loans; however, no proceeds from the Trust Account may be used for such repayment, other than interest income earned thereon in an amount, when taken together with amounts released to the Company for working capital purposes, that does not exceed $500,000. If such funds are insufficient to repay the Working Capital Loans, the unpaid amounts would be forgiven. Any part or all of the Working Capital Loans may be converted into additional warrants at $0.75 per one-half of one warrant (warrants to purchase a maximum of 733,333 whole shares if the full $1,100,000 is loaned and that amount is converted into warrants) of the post-Business Combination entity at the option of the Sponsor. The warrants would be identical to the warrants included in the Private Units (the “Placement Warrants”). There were Working Capital Loans outstanding as of June 30, 2018 and December 31, 2017 in the amount of $390,000 and $0, respectively. As of June 30, 2018, $275,000 of the Working Capital Loans are classified as advances from related party in the accompanying condensed balance sheet and $115,000 of the Working Capital Loans are classified as promissory note – related party in the accompanying condensed balance sheet. Upon the closing of the Business Combination on July 26, 2018, the Working Capital Loans were settled in cash for an aggregate amount of $390,000. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 6 Months Ended |
Jun. 30, 2018 | |
COMMITMENTS AND CONTINGENCIES [Abstract] | |
COMMITMENTS AND CONTINGENCIES | 4. COMMITMENTS AND CONTINGENCIES Registration Rights Pursuant to a registration rights agreement entered into on January 19, 2017, the holders of the shares of common stock issued to certain of the Company’s initial stockholders (the “Founder Shares”), Placement Units (including any securities contained therein) and the warrants that may be issued upon conversion of the Working Capital Loans (and any shares of common stock issuable upon the exercise of the Placement Warrants or the warrants issued upon conversion of the Working Capital Loans) are entitled to certain customary registration rights. The Company will bear the expenses incurred in connection with the filing of any such registration statements. In connection with the Acquisition, the Company entered into a new registration agreement and the existing registration rights agreement was terminated. Underwriting Agreement The underwriters in our Initial Public Offering were paid a cash underwriting discount of two percent (2.0%) of the gross proceeds of the Initial Public Offering, or $3,060,000. In addition, the underwriters are entitled to a deferred fee of (i) five percent (5.0%) of the gross proceeds of the Initial Public Offering, excluding any amounts raised pursuant to the overallotment option, and (ii) seven percent (7.0%) of the gross proceeds of the Units sold in the Initial Public Offering pursuant to the overallotment option, or an aggregate of $9,190,000. Upon the Closing on July 26, 2018, the deferred fee owed to the underwriters was settled in cash from the amounts held in the Trust Account in the amount of $8.9 million. Deferred Legal Fees The Company was obligated to pay its attorneys a deferred legal fee of $25,000 upon consummation of a Business Combination or dissolution of the Company if a Business Combination was not completed within the Combination Period. Accordingly, the Company recorded $25,000 as deferred legal fees payable in the accompanying condensed consolidated balance sheet at June 30, 2018 and December 31, 2017. Upon the Closing on July 26, 2018, the deferred legal fee was settled in cash from the amounts held in the Trust Account. |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 6 Months Ended |
Jun. 30, 2018 | |
STOCKHOLDERS' EQUITY [Abstract] | |
STOCKHOLDERS' EQUITY | 5. STOCKHOLDERS’ EQUITY Preferred Stock Common Stock Warrants Simultaneous with the Initial Public Offering, the Sponsor and Cantor purchased an aggregate of 420,000 Placement Units at a purchase price of $10.00 per Unit. Each Placement Unit consists of one share of common stock and one-half of one warrant (each, a “Placement Warrant”) to purchase one share of the Company’s common stock exercisable at $11.50. The Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Placement Warrants and the common stock issuable upon the exercise of the Placement Warrants is not transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Placement Warrants will be non-redeemable so long as they are held by the Sponsor, Cantor or their permitted transferees. If the Placement Warrants are held by someone other than the Sponsor, Cantor or their permitted transferees, the Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. In addition, for as long as the Placement Warrants are held by Cantor or its designees or affiliates, they may not be exercised after five years from the effective date of the registration statement for the Initial Public Offering. The Company may redeem the Public Warrants (except as described above with respect to the Placement Warrants): ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon a minimum of 30 days ’ ● if, and only if, the last sale price of the Company ’ ● if, and only if, there is a current registration statement in effect with respect to the shares of common stock underlying such warrants at the time of redemption and for the entire 30-day trading period referred to above and continuing each day thereafter until the date of redemption. If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of shares of common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuance of common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 6 Months Ended |
Jun. 30, 2018 | |
FAIR VALUE MEASUREMENTS [Abstract] | |
FAIR VALUE MEASUREMENTS | 6. FAIR VALUE MEASUREMENTS The Company classifies its U.S. Treasury and equivalent securities as held-to-maturity in accordance with Accounting Standards Codification (“ASC”) 320 “Investments - Debt and Equity Securities.” Held-to-maturity securities are those securities which the Company has the ability and intent to hold until maturity. Held-to-maturity treasury securities are recorded at amortized cost on the accompanying condensed consolidated balance sheet and adjusted for the amortization or accretion of premiums or discounts. Cash held in the Trust Account amounted to $261,580 and $6,050 at June 30, 2018 and December 31, 2017, respectively. The gross holding gains and fair value of held-to-maturity securities at June 30, 2018 and December 31, 2017 were as follows: Held-To-Maturity Amortized Cost Gross Holding Gains (Losses) Fair Value June 30, 2018 U.S. Treasury Securities (Mature on 7/12/2018) $ 176,156,606 $ 10,556 $ 176,167,162 December 31, 2017 U.S. Treasury Securities (Mature on 1/18/2018) $ 175,877,136 $ (80,806 ) $ 175,796,330 The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. The following table presents information about the Company’s assets at fair value as of June 30, 2018 and December 31, 2017, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level June 30, 2018 December 31, 2017 Assets: Held-to-maturity securities held in Trust Account 1 $ 176,167,162 $ 175,796,330 |
MERGER
MERGER | 6 Months Ended |
Jun. 30, 2018 | |
MERGER [Abstract] | |
MERGER | 7. MERGER On July 26, 2018 (the “Closing Date”), FinTech consummated the previously announced transactions contemplated by the Merger Agreement, dated as of December 19, 2017, by and among FinTech, Merger Sub 1, Merger Sub 2, Intermex and SPC Intermex. The Merger Agreement provided for the acquisition of Intermex by FinTech pursuant to the merger of Intermex with and into Merger Sub 1 (the “First Merger”), with Intermex continuing as the surviving entity, and immediately following the consummation of the First Merger, the merger of Intermex with and into Merger Sub 2, with Merger Sub 2 continuing as the surviving entity (such merger together with the First Merger, the “Merger”). As a result of the Merger, each outstanding share of Intermex common stock (“Intermex Common Stock”) converted into the right to receive a combination of cash and shares of the Company’s common stock, as calculated pursuant to the terms of the Merger Agreement. In connection with the Closing, the aggregate consideration paid by the Company in the Merger consisted of (i) $102,000,000 in cash ($2,000,000 of which was placed in escrow at closing as security for working capital adjustments) and (ii) 17.2 million shares of the Company’s common stock. The cash consideration was funded from the cash held in the Company’s Trust Account after permitted redemptions. In connection with the Closing, the Company redeemed a total of 4,938,232 shares of its common stock at a redemption price of $10.086957 per share pursuant to the terms of the Company’s amended and restated certificate of incorporation, resulting in a total payment to redeeming stockholders of $49,811,734. Upon consummation of the Merger, the Company entered into a registration rights agreement and a shareholders agreement. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended |
Jun. 30, 2018 | |
SUBSEQUENT EVENTS [Abstract] | |
SUBSEQUENT EVENTS | 8. SUBSEQUENT EVENTS The Company evaluates subsequent events and transactions that occur after the balance sheet date up to the date that the condensed consolidated financial statements were issued. Other than as described in Notes 5 and 7, the Company did not identify any subsequent events that would have required adjustment or disclosure in the condensed consolidated financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN15
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Jun. 30, 2018 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | |
Basis of Presentation | Basis of presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X of the Securities and Exchange Commission (the “SEC”). Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a comprehensive presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2017 as filed with the SEC on March 15, 2018, which contains the audited financial statements and notes thereto. The financial information as of December 31, 2017 is derived from the audited financial statements presented in the Company’s Annual Report on Form 10-K for the year ended December 31, 2017. The interim results for the three and six months ended June 30, 2018 are not indicative of the results to be expected for the year ending December 31, 2018 or for any future interim periods. |
Principles of Consolidation | Principles of Consolidation The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. |
Use of Estimates | Use of estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of income and expense during the reporting periods. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. |
Cash and Cash Equivalents | Cash and cash equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of June 30, 2018 and December 31, 2017. |
Cash and Held-to-maturity Securities Held in Trust Account | Cash and held-to-maturity securities held in Trust Account At June 30, 2018 and December 31, 2017, the assets held in the Trust Account were held in cash and U.S. Treasury Bills. |
Common Stock Subject to Possible Redemption | Common stock subject to possible redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. Prior to the consummation of the Merger, the Company’s common stock featured certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at June 30, 2018 and December 31, 2017, 16,104,738 and 16,112,706 shares of common stock subject to possible redemption, respectively, are presented as temporary equity, outside of the stockholders’ equity section on the Company’s condensed consolidated balance sheet. |
Offering Costs | Offering costs Offering costs consist principally of legal, accounting and underwriting costs incurred that were directly related to the Initial Public Offering. Offering costs amounting to $12,912,088 were charged to stockholders’ equity upon completion of the Initial Public Offering. |
Income Taxes | Income taxes The Company complies with the accounting and reporting requirements of ASC Topic 740 “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of June 30, 2018 and December 31, 2017. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company may be subject to potential examination by federal, state, and city taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions, and compliance with federal, state, and city tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. |
Net Income (Loss) per Common Share | Net income (loss) per common share Net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of common shares outstanding for the period. Shares of common stock subject to possible redemption at June 30, 2018 and 2017 have been excluded from the calculation of basic income (loss) per share since such shares, if redeemed, only participate in their pro rata share of the earnings on the assets held in the trust account (the “Trust Account”). The Company has not considered the effect of warrants to purchase 8,960,000 shares of common stock in the calculation of diluted income (loss) per share, since the exercise of the warrants was contingent upon the occurrence of future events, including the consummation of a Business Combination. Diluted net income per share for the three months ended June 30, 2017 includes the effect of 21,321,280 shares of common stock. |
Concentration of Credit Risk | Concentration of credit risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times, may exceed the Federal depository insurance coverage of $250,000. At June 30, 2018 and December 31, 2017, the Company had not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. |
Fair Value of Financial Instruments | Fair value of financial instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying condensed consolidated balance sheets, primarily due to their short-term nature. |
Recently Issued Accounting Standards | Recently issued accounting standards Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s condensed consolidated financial statements. |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
FAIR VALUE MEASUREMENTS [Abstract] | |
Gross Holding Gains and Fair Value of Held-to-Maturity Securities | The gross holding gains and fair value of held-to-maturity securities at June 30, 2018 and December 31, 2017 were as follows: Held-To-Maturity Amortized Cost Gross Holding Gains (Losses) Fair Value June 30, 2018 U.S. Treasury Securities (Mature on 7/12/2018) $ 176,156,606 $ 10,556 $ 176,167,162 December 31, 2017 U.S. Treasury Securities (Mature on 1/18/2018) $ 175,877,136 $ (80,806 ) $ 175,796,330 |
Assets Measured at Fair Value | The following table presents information about the Company’s assets at fair value as of June 30, 2018 and December 31, 2017, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level June 30, 2018 December 31, 2017 Assets: Held-to-maturity securities held in Trust Account 1 $ 176,167,162 $ 175,796,330 |
DESCRIPTION OF ORGANIZATION A17
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details) | 6 Months Ended |
Jun. 30, 2018Subsidiaryshares | |
Description of Operations and Activity [Abstract] | |
Number of wholly owned subsidiaries | Subsidiary | 2 |
Initial Public Offering [Member] | |
Description of Operations and Activity [Abstract] | |
Number of units issued (in shares) | 17,500,000 |
Placement Units [Member] | |
Description of Operations and Activity [Abstract] | |
Number of units issued (in shares) | 420,000 |
SUMMARY OF SIGNIFICANT ACCOUN18
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2018 | Dec. 31, 2017 | |
Common stock subject to possible redemption [Abstract] | |||
Common stock subject to possible redemption (in shares) | 16,127,226 | 16,104,738 | 16,112,706 |
Offering costs [Abstract] | |||
Offering costs | $ 12,912,088 | ||
Income taxes [Abstract] | |||
Unrecognized tax benefits | 0 | $ 0 | |
Accrued interest and tax penalties | $ 0 | $ 0 | |
Net income (loss) per common share [Abstract] | |||
Common stock included in the calculation of diluted net income per share (in shares) | 21,321,280 | ||
Warrants [Member] | |||
Net income (loss) per common share [Abstract] | |||
Common stock excluded in the calculation of diluted net income (loss) per share (in shares) | 8,960,000 |
RELATED PARTY TRANSACTIONS, Fou
RELATED PARTY TRANSACTIONS, Founder Shares (Details) - USD ($) | Jan. 25, 2017 | May 28, 2015 | Jan. 31, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 |
Founder Shares [Abstract] | ||||||
Proceed from issuance of common stock to Initial Stockholders | $ 0 | $ 3,311 | ||||
Common stock shares outstanding (in shares) | 7,788,595 | 7,780,627 | ||||
Initial Stockholders' [Member] | Founder Shares [Member] | ||||||
Founder Shares [Abstract] | ||||||
Issuance of common stock (in shares) | 5,298,333 | 701,667 | 6,000,000 | |||
Proceed from issuance of common stock to Initial Stockholders | $ 25,000 | $ 3,311 | ||||
Initial stockholders ownership percentage | 25.00% | |||||
Common stock shares outstanding (in shares) | 5,973,333 | 5,973,333 | ||||
Initial Stockholders' [Member] | Founder Shares [Member] | Maximum [Member] | ||||||
Founder Shares [Abstract] | ||||||
Shares subject to forfeiture (in shares) | 760,000 | |||||
Over-allotment option [Member] | Founder Shares [Member] | ||||||
Founder Shares [Abstract] | ||||||
Units issued to underwriters (in shares) | 2,200,000 | |||||
Shares not subject to forfeiture (in shares) | 733,333 | |||||
Forfeiture of shares (in shares) | 26,667 |
RELATED PARTY TRANSACTIONS, Rel
RELATED PARTY TRANSACTIONS, Related Party Loans (Details) - USD ($) | Jul. 26, 2018 | Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 |
Related Party Loans [Abstract] | ||||
Advances from related party | $ 275,000 | $ 0 | ||
Promissory note - related party | 115,000 | 0 | ||
Working capital loans settled in cash | $ 0 | $ 231,846 | ||
Sponsor [Member] | Working Capital Loans [Member] | ||||
Related Party Loans [Abstract] | ||||
Warrant exercise price (in dollars per share) | $ 0.75 | |||
Warrants conversion (in shares) | 0.5 | |||
Outstanding loan | $ 390,000 | $ 0 | ||
Advances from related party | 275,000 | |||
Promissory note - related party | 115,000 | |||
Sponsor [Member] | Working Capital Loans [Member] | Subsequent Event [Member] | ||||
Related Party Loans [Abstract] | ||||
Working capital loans settled in cash | $ 390,000 | |||
Sponsor [Member] | Working Capital Loans [Member] | Maximum [Member] | ||||
Related Party Loans [Abstract] | ||||
Loan commitment amount | 1,100,000 | |||
Amounts released to the company for working capital | $ 500,000 | |||
Warrants to purchase shares (in shares) | 733,333 | |||
Loans converted into warrants | $ 1,100,000 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) - USD ($) | Jul. 26, 2018 | Jun. 30, 2018 | Dec. 31, 2017 |
Underwriting Agreement [Abstract] | |||
Percentage of underwriting discount | 2.00% | ||
Underwriting fees | $ 3,060,000 | ||
Percentage of deferred fee on gross proceeds of IPO | 5.00% | ||
Percentage of deferred fee on units sold in overalltoment option | 7.00% | ||
Deferred underwriting fees | $ 9,190,000 | $ 9,190,000 | |
Deferred Legal Fees [Abstract] | |||
Deferred legal fees payable | $ 25,000 | $ 25,000 | |
Subsequent Event [Member] | |||
Underwriting Agreement [Abstract] | |||
Underwriting fees | $ 8,900,000 | ||
Deferred Legal Fees [Abstract] | |||
Legal fees | $ 25,000 |
STOCKHOLDERS' EQUITY, Preferred
STOCKHOLDERS' EQUITY, Preferred Stock and Common Stock (Details) | 6 Months Ended | |||
Jun. 30, 2018Vote$ / sharesshares | Jul. 20, 2018shares | Dec. 31, 2017$ / sharesshares | Jun. 30, 2017shares | |
Stockholders' Equity Note [Abstract] | ||||
Preferred Stock, shares authorized (in shares) | 5,000,000 | 5,000,000 | ||
Preferred Stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | ||
Preferred Stock, shares issued (in shares) | 0 | 0 | ||
Preferred Stock, shares outstanding (in shares) | 0 | 0 | ||
Common Stock, shares authorized (in shares) | 35,000,000 | 35,000,000 | ||
Common Stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | ||
Common stock, voting right per share | Vote | 1 | |||
Common Stock, shares issued (in shares) | 7,788,595 | 7,780,627 | ||
Common Stock, shares outstanding (in shares) | 7,788,595 | 7,780,627 | ||
Common stock subject to possible redemption, shares (in shares) | 16,104,738 | 16,112,706 | 16,127,226 | |
Subsequent Event [Member] | ||||
Stockholders' Equity Note [Abstract] | ||||
Common Stock, shares authorized (in shares) | 200,000,000 |
STOCKHOLDERS' EQUITY, Warrants
STOCKHOLDERS' EQUITY, Warrants (Details) - $ / shares | Jan. 25, 2017 | Jun. 30, 2018 | Dec. 19, 2017 |
Warrants [Abstract] | |||
Warrants redemption price (in dollars per share) | $ 10.086957 | ||
Public Warrants [Member] | |||
Warrants [Abstract] | |||
Warrants redemption price (in dollars per share) | $ 0.01 | ||
Share price (in dollars per share) | $ 24 | ||
Number of trading days | 20 days | ||
Trading day threshold period | 30 days | ||
Public Warrants [Member] | Minimum [Member] | |||
Warrants [Abstract] | |||
Notice period to redeem warrants | 30 days | ||
Initial Public Offering [Member] | |||
Warrants [Abstract] | |||
Sale of units (in shares) | 17,500,000 | ||
Price per unit (in dollars per share) | $ 10 | ||
Number of securities called by each warrant (in shares) | 1 | ||
Warrant exercise price (in dollars per share) | $ 11.50 | ||
Initial Public Offering [Member] | Maximum [Member] | |||
Warrants [Abstract] | |||
Number of business days to file registrant statement | 20 days | ||
Initial Public Offering [Member] | Common Stock [Member] | |||
Warrants [Abstract] | |||
Number of securities called by each unit (in shares) | 1 | ||
Initial Public Offering [Member] | Public Warrants [Member] | |||
Warrants [Abstract] | |||
Number of securities called by each unit (in shares) | 0.5 | ||
Private Placement [Member] | |||
Warrants [Abstract] | |||
Sale of units (in shares) | 420,000 | ||
Price per unit (in dollars per share) | $ 10 | ||
Warrant exercise price (in dollars per share) | $ 11.50 | ||
Warrants exercisable period on completion of business combination | 30 days | ||
Period for warrants to become exercisable | 5 years | ||
Private Placement [Member] | Common Stock [Member] | |||
Warrants [Abstract] | |||
Number of securities called by each unit (in shares) | 1 | ||
Number of securities called by each warrant (in shares) | 1 | ||
Private Placement [Member] | Public Warrants [Member] | |||
Warrants [Abstract] | |||
Number of securities called by each unit (in shares) | 0.5 |
FAIR VALUE MEASUREMENTS (Detail
FAIR VALUE MEASUREMENTS (Details) - USD ($) | 3 Months Ended | 12 Months Ended |
Jun. 30, 2018 | Dec. 31, 2017 | |
Cash [Member] | ||
Debt Securities, Held-to-maturity [Abstract] | ||
Cash held in trust account | $ 261,580 | $ 6,050 |
US Treasury Securities [Member] | ||
Debt Securities, Held-to-maturity, Fair Value to Amortized Cost [Abstract] | ||
Amortized Cost | 176,156,606 | 175,877,136 |
Gross Holding Gains (Losses) | 10,556 | (80,806) |
Fair Value | $ 176,167,162 | $ 175,796,330 |
Maturity date | Jul. 12, 2018 | Jan. 18, 2018 |
FAIR VALUE MEASUREMENTS, Assets
FAIR VALUE MEASUREMENTS, Assets Measured at Fair Value on Recurring Basis (Details) - USD ($) | Jun. 30, 2018 | Dec. 31, 2017 |
Level 1 [Member] | ||
Assets [Abstract] | ||
Held-to-maturity securities held in Trust Account | $ 176,167,162 | $ 175,796,330 |
MERGER (Details)
MERGER (Details) | Dec. 19, 2017USD ($)$ / sharesshares |
MERGER [Abstract] | |
Consideration paid in cash | $ 102,000,000 |
Consideration held in escrow | $ 2,000,000 |
Common stock adjusted in merger agreement (in shares) | shares | 17,200,000 |
Redemption of common stock (in shares) | shares | 4,938,232 |
Redemption price (in dollars per share) | $ / shares | $ 10.086957 |
Total payment for redemption | $ 49,811,734 |