Document and Entity Information
Document and Entity Information | 6 Months Ended |
Jun. 30, 2018 | |
Document and Entity Information [Abstract] | |
Entity Registrant Name | International Money Express, Inc. |
Entity Central Index Key | 1,683,695 |
Entity Filer Category | Non-accelerated Filer |
Document Type | S-1/A |
Document Period End Date | Jun. 30, 2018 |
Amendment Flag | false |
CONSOLIDATED BALANCE SHEETS (FY
CONSOLIDATED BALANCE SHEETS (FY) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 | |
Current Assets | |||
Cash | $ 362,581 | $ 82,614 | |
Prepaid expenses and other current assets | 13,560 | 0 | |
Total Current Assets | 376,141 | 82,614 | |
Cash and marketable securities held in Trust Account | 175,883,186 | 0 | |
Deferred offering costs | 0 | 387,922 | |
Total Assets | 176,259,327 | 470,536 | |
Current liabilities | |||
Accrued expenses | 480,538 | 2,886 | |
Income taxes payable | 436,721 | 0 | |
Accrued offering costs | 0 | 214,612 | |
Promissory note - related party | 0 | 231,846 | |
Total Current Liabilities | 917,259 | 449,344 | |
Long Term Liabilities | |||
Deferred underwriting fees | 9,190,000 | 0 | |
Deferred legal fees payable | 25,000 | 0 | |
Total Liabilities | 10,132,259 | 449,344 | |
Commitments and Contingencies | |||
Common stock subject to possible redemption, $0.0001 par value; 16,112,706 and -0- shares (at redemption value of approximately $10.00 per share) as of December 31, 2017 and 2016, respectively | 161,127,060 | 0 | |
Stockholders' Equity | |||
Preferred stock, $0.0001 par value; 5,000,000 authorized, none issued and outstanding | 0 | 0 | |
Common stock | 778 | 530 | |
Additional paid-in capital | 5,188,385 | 24,470 | |
Accumulated deficit | (189,155) | (3,808) | |
Total Stockholders' Equity | 5,000,008 | 21,192 | |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | 176,259,327 | 470,536 | |
Intermex Holdings, Inc. and Subsidiaries [Member] | |||
Current Assets | |||
Cash | 59,155,618 | ||
Accounts receivable, net of allowance of $307,562 and $290,801 for 2017 and 2016, respectively | 51,374,377 | ||
Prepaid wires | 7,675,491 | ||
Prepaid expenses and other current assets | 900,386 | ||
Total Current Assets | 119,105,872 | ||
Property and equipment, net | 8,490,794 | ||
Goodwill | 36,259,666 | ||
Intangible assets, net | 48,741,032 | ||
Deferred tax asset, net | 1,748,854 | ||
Other assets | 1,706,693 | ||
Total Assets | 216,052,911 | ||
Current liabilities | |||
Current portion of long-term debt | [1],[2] | 3,913,436 | |
Accounts payable | 8,919,796 | ||
Wire transfers and money orders payable | 48,276,649 | ||
Accrued and other | 11,514,449 | ||
Total Current Liabilities | 72,624,330 | ||
Long Term Liabilities | |||
Debt, net | 107,526,462 | ||
Total long term liabilities | 107,526,462 | ||
Commitments and Contingencies | |||
Stockholders' Equity | |||
Common stock | 0 | ||
Additional paid-in capital | 46,077,943 | ||
Accumulated deficit | (10,173,453) | ||
Accumulated other comprehensive loss | (2,371) | ||
Total Stockholders' Equity | 35,902,119 | ||
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ 216,052,911 | ||
Intermex Holdings, Inc. and Subsidiaries [Member] | Predecessor Company [Member] | |||
Current Assets | |||
Cash | 37,601,096 | ||
Accounts receivable, net of allowance of $307,562 and $290,801 for 2017 and 2016, respectively | 27,769,967 | ||
Prepaid wires | 11,380,391 | ||
Prepaid expenses and other current assets | 392,867 | ||
Total Current Assets | 77,144,321 | ||
Property and equipment, net | 6,246,447 | ||
Goodwill | 0 | ||
Intangible assets, net | 6,347,634 | ||
Deferred tax asset, net | 27,816,112 | ||
Other assets | 1,219,438 | ||
Total Assets | 118,773,952 | ||
Current liabilities | |||
Current portion of long-term debt | [1] | 849,809 | |
Accounts payable | 5,881,754 | ||
Wire transfers and money orders payable | 21,714,100 | ||
Accrued and other | 9,886,935 | ||
Total Current Liabilities | 38,332,598 | ||
Long Term Liabilities | |||
Debt, net | 77,182,811 | ||
Total long term liabilities | 77,182,811 | ||
Commitments and Contingencies | |||
Stockholders' Equity | |||
Common stock | 818,791 | ||
Additional paid-in capital | 70,010,991 | ||
Accumulated deficit | (67,550,973) | ||
Accumulated other comprehensive loss | (20,266) | ||
Total Stockholders' Equity | 3,258,543 | ||
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ 118,773,952 | ||
[1] | Current portion of long term debt is net of debt issuance costs of $936,564 at December 31, 2017 of the Successor period and $462,691 at December 31, 2016 of the Predecessor period. | ||
[2] | Current portion of long term debt is net of debt origination costs of $771,373 at June 30, 2018 and $936,564 at December 31, 2017. |
CONSOLIDATED BALANCE SHEETS (F3
CONSOLIDATED BALANCE SHEETS (FY) (Parenthetical) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Liabilities and Equity [Abstract] | ||
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) | 16,112,706 | 0 |
Common stock subject to possible redemption, redemption value per share (in dollars per share) | $ 10 | $ 10 |
Stockholder's 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) | 7,780,627 | 5,298,333 |
Common Stock, shares outstanding (in shares) | 7,780,627 | 5,298,333 |
Intermex Holdings, Inc. and Subsidiaries [Member] | ||
Current Assets | ||
Accounts receivable, allowance | $ 307,562 | |
Stockholder's Equity | ||
Common Stock, par value (in dollars per share) | $ 0.01 | |
Common Stock, shares authorized (in shares) | 1,000 | |
Common Stock, shares issued (in shares) | 10 | |
Common Stock, shares outstanding (in shares) | 10 | |
Intermex Holdings, Inc. and Subsidiaries [Member] | Predecessor Company [Member] | ||
Current Assets | ||
Accounts receivable, allowance | $ 290,801 | |
Stockholder's Equity | ||
Common Stock, par value (in dollars per share) | $ 0.01 | |
Common Stock, shares authorized (in shares) | 200,000,000 | |
Common Stock, shares issued (in shares) | 81,879,165 | |
Common Stock, shares outstanding (in shares) | 81,879,165 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE (LOSS) INCOME (FY) - USD ($) | 1 Months Ended | 7 Months Ended | 11 Months Ended | 12 Months Ended | |||
Jan. 31, 2017 | Dec. 31, 2015 | Dec. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | ||
Revenues: | |||||||
Operating costs | $ 2,187 | $ 1,131,812 | $ 1,621 | ||||
Operating expenses | |||||||
Operating income (loss) | 2,187 | (1,131,812) | (1,621) | ||||
Other income (expense): | |||||||
Interest income | 0 | 1,383,186 | 0 | ||||
(Loss) income before income taxes | (2,187) | 251,374 | (1,621) | ||||
Provision for income tax expense (benefit) | 0 | (436,721) | 0 | ||||
Net (loss) income | $ (2,187) | $ (185,347) | $ (1,621) | ||||
Weighted average shares outstanding | |||||||
Basic and diluted (in shares) | [1],[2] | 5,271,666 | 7,594,116 | 5,271,666 | |||
Net loss per common share | |||||||
Basic and diluted (in dollars per share) | $ 0 | $ (0.02) | $ 0 | ||||
Intermex Holdings, Inc. and Subsidiaries [Member] | |||||||
Revenues: | |||||||
Wire transfer and money order fees | $ 169,795,746 | ||||||
Foreign exchange | 30,014,304 | ||||||
Other income | 1,229,081 | ||||||
Total revenues | 201,039,131 | ||||||
Operating expenses | |||||||
Service charges from agents and banks | 135,455,304 | ||||||
Salaries and benefits | 21,954,005 | ||||||
Other selling, general and administrative expenses | 16,470,615 | ||||||
Transaction costs | 8,705,501 | ||||||
Depreciation and amortization | 16,644,821 | ||||||
Total operating expenses | 199,230,246 | ||||||
Operating income (loss) | 1,808,885 | ||||||
Other income (expense): | |||||||
Interest expense | 11,447,936 | ||||||
(Loss) income before income taxes | (9,639,051) | ||||||
Provision for income tax expense (benefit) | 534,402 | ||||||
Net (loss) income | (10,173,453) | ||||||
Other comprehensive (loss) income | (2,371) | ||||||
Comprehensive (loss) income | $ (10,175,824) | ||||||
Intermex Holdings, Inc. and Subsidiaries [Member] | Predecessor Company [Member] | |||||||
Revenues: | |||||||
Wire transfer and money order fees | $ 11,876,919 | $ 138,467,934 | $ 105,515,500 | ||||
Foreign exchange | 2,449,709 | 25,781,882 | 17,596,590 | ||||
Other income | 98,715 | 1,144,675 | 1,087,223 | ||||
Total revenues | 14,425,343 | 165,394,491 | 124,199,313 | ||||
Operating expenses | |||||||
Service charges from agents and banks | 9,440,774 | 107,967,505 | 81,746,818 | ||||
Salaries and benefits | 4,530,308 | 17,261,125 | 14,307,184 | ||||
Other selling, general and administrative expenses | 1,063,379 | 13,711,270 | 9,898,985 | ||||
Transaction costs | 3,917,188 | 900,530 | 1,609,034 | ||||
Depreciation and amortization | 381,746 | 2,530,334 | 2,453,454 | ||||
Total operating expenses | 19,333,395 | 142,370,764 | 110,015,475 | ||||
Operating income (loss) | (4,908,052) | 23,023,727 | 14,183,838 | ||||
Other income (expense): | |||||||
Interest expense | 613,742 | 9,540,046 | 4,234,371 | ||||
(Loss) income before income taxes | (5,521,794) | 13,483,681 | 9,949,467 | ||||
Provision for income tax expense (benefit) | (2,203,373) | 4,083,655 | 4,191,643 | ||||
Net (loss) income | (3,318,421) | 9,400,026 | 5,757,824 | ||||
Other comprehensive (loss) income | (2,453) | 109,920 | (56,582) | ||||
Comprehensive (loss) income | (3,320,874) | 9,509,946 | 5,701,242 | ||||
Intermex Holdings, Inc. and Subsidiaries [Member] | Predecessor Company [Member] | Previously Reported [Member] | |||||||
Operating expenses | |||||||
Service charges from agents and banks | 9,431,503 | ||||||
Salaries and benefits | 4,456,631 | ||||||
Other selling, general and administrative expenses | $ 1,146,327 | ||||||
Depreciation and amortization | 4,341,933 | 4,296,041 | |||||
Other income (expense): | |||||||
Provision for income tax expense (benefit) | 3,382,044 | (9,491,201) | |||||
Net (loss) income | 8,290,038 | 17,598,081 | |||||
Comprehensive (loss) income | $ 8,399,958 | $ 17,541,499 | |||||
[1] | On January 25, 2017, as a result of the underwriters' election to exercise a portion of their over-allotment option, 26,667 shares held by the Initial Stockholders (as defined in Note 1) were forfeited (Note 5). | ||||||
[2] | This number excludes an aggregate of up to 16,112,706 shares subject to possible redemption at December 31, 2017. |
CONSOLIDATED STATEMENTS OF OPE5
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE (LOSS) INCOME (FY) (Parenthetical) - shares | Jan. 25, 2017 | Jun. 30, 2018 | Dec. 31, 2017 | Jun. 30, 2017 | Dec. 31, 2016 |
Common stock subject to possible redemption (in shares) | 16,104,738 | 16,112,706 | 16,127,226 | 0 | |
Over-allotment Option [Member] | |||||
Forfeiture of shares (in shares) | 26,667 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (FY) - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Notes Receivable from Stockholders [Member] | Accumulated Deficit [Member] | Total | Intermex Holdings, Inc. and Subsidiaries [Member]Common Stock [Member] | Intermex Holdings, Inc. and Subsidiaries [Member]Additional Paid-in Capital [Member] | Intermex Holdings, Inc. and Subsidiaries [Member]Accumulated Deficit [Member] | Intermex Holdings, Inc. and Subsidiaries [Member]Accumulated Other Comprehensive Loss [Member] | Intermex Holdings, Inc. and Subsidiaries [Member] | Intermex Holdings, Inc. and Subsidiaries [Member]Series A Convertible Preferred Stock [Member] |
Balance (Predecessor Company [Member]) at Dec. 31, 2014 | $ 1,353,680 | $ 122,971,721 | $ (82,708,823) | $ (73,604) | $ 51,993,637 | $ 10,450,663 | |||||
Balance (in shares) (Predecessor Company [Member]) at Dec. 31, 2014 | 135,368,059 | 10,451 | |||||||||
Net income (loss) | Predecessor Company [Member] | $ 0 | 0 | 5,757,824 | 0 | 5,757,824 | $ 0 | |||||
Purchase of Preferred Stock | Predecessor Company [Member] | 0 | 0 | 0 | 0 | (10,639,850) | $ (10,639,850) | |||||
Purchase of Preferred Stock (in shares) | Predecessor Company [Member] | (10,640) | ||||||||||
Common dividend distributions | Predecessor Company [Member] | 0 | (18,144,839) | 0 | 0 | (18,144,839) | $ 0 | |||||
Preferred dividend in-kind | Predecessor Company [Member] | 0 | (189,187) | 0 | 0 | 0 | $ 189,187 | |||||
Preferred dividend in-kind (in shares) | Predecessor Company [Member] | 189 | ||||||||||
Share-based compensation | Predecessor Company [Member] | $ 21,743 | 41,096 | 0 | 0 | 62,839 | $ 0 | |||||
Share-based compensation (in shares) | Predecessor Company [Member] | 2,174,306 | 0 | |||||||||
Adjustment from foreign currency translation | Predecessor Company [Member] | $ 0 | 0 | 0 | (56,582) | (56,582) | $ 0 | |||||
Balance (Predecessor Company [Member]) at Dec. 31, 2015 | $ 1,375,423 | 104,678,791 | (76,950,999) | (130,186) | 28,973,029 | $ 0 | |||||
Balance at Dec. 31, 2015 | $ 530 | $ 24,470 | $ (25,000) | $ (2,187) | $ (2,187) | ||||||
Balance, (in shares) (Predecessor Company [Member]) at Dec. 31, 2015 | 137,542,365 | 0 | |||||||||
Balance, (in shares) at Dec. 31, 2015 | 5,298,333 | ||||||||||
Balance at May. 27, 2015 | $ 0 | 0 | 0 | 0 | 0 | ||||||
Balance (in shares) at May. 27, 2015 | 0 | ||||||||||
Net income (loss) | $ 0 | 0 | 0 | (2,187) | (2,187) | ||||||
Common stock issued to Initial Stockholders in exchange for a note receivable | $ 530 | 24,470 | (25,000) | 0 | 0 | ||||||
Common stock issued to Initial Stockholders in exchange for a note receivable (in shares) | 5,298,333 | ||||||||||
Balance (Predecessor Company [Member]) at Dec. 31, 2015 | $ 1,375,423 | 104,678,791 | (76,950,999) | (130,186) | 28,973,029 | $ 0 | |||||
Balance at Dec. 31, 2015 | $ 530 | 24,470 | (25,000) | (2,187) | (2,187) | ||||||
Balance, (in shares) (Predecessor Company [Member]) at Dec. 31, 2015 | 137,542,365 | 0 | |||||||||
Balance, (in shares) at Dec. 31, 2015 | 5,298,333 | ||||||||||
Net income (loss) | Predecessor Company [Member] | $ 0 | 0 | 9,400,026 | 0 | 9,400,026 | $ 0 | |||||
Net income (loss) | $ 0 | 0 | 0 | (1,621) | (1,621) | ||||||
Purchase of Common Stock | Predecessor Company [Member] | $ (576,271) | (33,423,729) | 0 | 0 | (34,000,000) | 0 | |||||
Purchase of Common Stock (in shares) | Predecessor Company [Member] | (57,627,100) | ||||||||||
Common dividend distributions | Predecessor Company [Member] | $ 0 | (1,286,995) | 0 | 0 | (1,286,995) | 0 | |||||
Share-based compensation | Predecessor Company [Member] | $ 19,639 | 42,924 | 0 | 0 | 62,563 | $ 0 | |||||
Share-based compensation (in shares) | Predecessor Company [Member] | 1,963,900 | 0 | |||||||||
Adjustment from foreign currency translation | Predecessor Company [Member] | $ 0 | 0 | 0 | 109,920 | 109,920 | $ 0 | |||||
Collection of notes receivable from stockholders | 0 | 0 | 25,000 | 0 | 25,000 | ||||||
Balance (Predecessor Company [Member]) at Dec. 31, 2016 | $ 818,791 | 70,010,991 | (67,550,973) | (20,266) | 3,258,543 | $ 0 | |||||
Balance at Dec. 31, 2016 | $ 530 | 24,470 | 0 | (3,808) | 21,192 | ||||||
Balance, (in shares) (Predecessor Company [Member]) at Dec. 31, 2016 | 81,879,165 | 0 | |||||||||
Balance, (in shares) at Dec. 31, 2016 | 5,298,333 | ||||||||||
Net income (loss) | Predecessor Company [Member] | $ 0 | 0 | (3,318,421) | 0 | (3,318,421) | $ 0 | |||||
Share-based compensation | Predecessor Company [Member] | $ 5,611 | 2,910,713 | 0 | 0 | 2,916,324 | $ 0 | |||||
Share-based compensation (in shares) | Predecessor Company [Member] | 561 | 0 | |||||||||
Adjustment from foreign currency translation | Predecessor Company [Member] | $ 0 | 0 | 0 | (2,453) | (2,453) | $ 0 | |||||
Balance (Predecessor Company [Member]) at Jan. 31, 2017 | 824,402 | 72,921,704 | (70,869,394) | (22,719) | 2,853,993 | 0 | |||||
Balance at Jan. 31, 2017 | $ 0 | 64,410,000 | 0 | 0 | 64,410,000 | $ 0 | |||||
Balance, (in shares) (Predecessor Company [Member]) at Jan. 31, 2017 | 81,879,726 | 0 | |||||||||
Balance, (in shares) at Jan. 31, 2017 | 10 | 0 | |||||||||
Balance (Predecessor Company [Member]) at Dec. 31, 2016 | $ 818,791 | 70,010,991 | (67,550,973) | (20,266) | 3,258,543 | $ 0 | |||||
Balance at Dec. 31, 2016 | $ 530 | 24,470 | 0 | (3,808) | 21,192 | ||||||
Balance (in shares) (Predecessor Company [Member]) at Dec. 31, 2016 | 81,879,165 | 0 | |||||||||
Balance (in shares) at Dec. 31, 2016 | 5,298,333 | ||||||||||
Net income (loss) | $ 0 | 0 | 0 | (185,347) | (185,347) | ||||||
Issuance of common stock to Initial Stockholders | $ 70 | 3,241 | 0 | 0 | 3,311 | ||||||
Issuance of common stock to Initial Stockholders (in shares) | 701,667 | ||||||||||
Sale of 17,500,000 Units, net of underwriters discount and offering expenses | $ 1,750 | 162,086,162 | 0 | 0 | 162,087,912 | ||||||
Sale of 17,500,000 Units, net of underwriters discount and offering expenses, (in shares) | 17,500,000 | ||||||||||
Sale of 420,000 Placement Units | $ 42 | 4,199,958 | 0 | 0 | 4,200,000 | ||||||
Sale of 420,000 Placement Units (in shares) | 420,000 | ||||||||||
Forfeiture of 26,667 shares of common stock due to underwriter not exercising its full over-allotment option | $ (3) | 3 | 0 | 0 | 0 | ||||||
Forfeiture of 26,667 shares of common stock due to underwriter not exercising its full over-allotment option (in shares) | (26,667) | ||||||||||
Common stock subject to redemption | $ (1,611) | (161,125,449) | 0 | 0 | (161,127,060) | ||||||
Common stock subject to redemption (in shares) | (16,112,706) | ||||||||||
Balance at Dec. 31, 2017 | $ 778 | 5,188,385 | 0 | (189,155) | 5,000,008 | $ 0 | 46,077,943 | (10,173,453) | (2,371) | 35,902,119 | $ 0 |
Balance, (in shares) at Dec. 31, 2017 | 7,780,627 | 10 | 0 | ||||||||
Balance (Predecessor Company [Member]) at Jan. 31, 2017 | $ 824,402 | 72,921,704 | (70,869,394) | (22,719) | 2,853,993 | $ 0 | |||||
Balance at Jan. 31, 2017 | $ 0 | 64,410,000 | 0 | 0 | 64,410,000 | $ 0 | |||||
Balance (in shares) (Predecessor Company [Member]) at Jan. 31, 2017 | 81,879,726 | 0 | |||||||||
Balance (in shares) at Jan. 31, 2017 | 10 | 0 | |||||||||
Net income (loss) | $ 0 | 0 | (10,173,453) | 0 | (10,173,453) | $ 0 | |||||
Common dividend distributions | 0 | (20,178,000) | 0 | 0 | (20,178,000) | 0 | |||||
Share-based compensation | $ 0 | 1,845,943 | 0 | 0 | 1,845,943 | $ 0 | |||||
Share-based compensation (in shares) | 0 | 0 | |||||||||
Adjustment from foreign currency translation | $ 0 | 0 | 0 | (2,371) | (2,371) | $ 0 | |||||
Balance at Dec. 31, 2017 | $ 778 | $ 5,188,385 | $ 0 | $ (189,155) | 5,000,008 | $ 0 | $ 46,077,943 | $ (10,173,453) | $ (2,371) | 35,902,119 | $ 0 |
Balance, (in shares) at Dec. 31, 2017 | 7,780,627 | 10 | 0 | ||||||||
Net income (loss) | (79,686) | 1,304,583 | |||||||||
Balance at Jun. 30, 2018 | $ 5,000,002 | $ 37,904,198 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS (FY) - USD ($) | 1 Months Ended | 7 Months Ended | 11 Months Ended | 12 Months Ended | ||
Jan. 31, 2017 | Dec. 31, 2015 | Dec. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Cash Flows from Operating Activities: | ||||||
Net income (loss) | $ (2,187) | $ (185,347) | $ (1,621) | |||
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | ||||||
Interest earned on marketable securities held in Trust Account | 0 | (1,383,186) | 0 | |||
Changes in operating assets and liabilities: | ||||||
Prepaid expenses and other current assets | 0 | (13,560) | 0 | |||
Accrued expenses | 1,887 | 477,652 | 999 | |||
Income taxes payable | 0 | 436,721 | 0 | |||
Net cash provided by (used in) operating activities | (300) | (667,720) | (622) | |||
Cash Flows from Investing Activities: | ||||||
Investment of cash in Trust Account | 0 | (175,000,000) | 0 | |||
Cash withdrawn from Trust Account | 0 | 500,000 | 0 | |||
Net cash used in investing activities | 0 | (174,500,000) | 0 | |||
Cash Flows from Financing Activities: | ||||||
Proceeds from sale of Units, net of underwriting discounts paid | 0 | 171,940,000 | 0 | |||
Proceeds from sale of Private Placement Units | 0 | 4,200,000 | 0 | |||
Proceed from issuance of common stock to Initial Stockholders | 0 | 3,311 | 0 | |||
Proceeds from collection of notes receivable from stockholders | 0 | 0 | 25,000 | |||
Proceeds from promissory note - related party | 300 | 0 | 231,546 | |||
Repayment of promissory note - related party | 0 | (231,846) | 0 | |||
Payment of offering costs | 0 | (463,778) | (173,310) | |||
Net cash provided by (used in) financing activities | 300 | 175,447,687 | 83,236 | |||
Net increase (decrease) in cash and restricted cash | 0 | 279,967 | 82,614 | |||
Cash - Beginning | $ 82,614 | 0 | 82,614 | 0 | ||
Cash - Ending | 0 | $ 362,581 | 362,581 | 82,614 | $ 0 | |
Non-Cash investing and financing activities: | ||||||
Deferred offering costs included in accrued expenses | 0 | 0 | 214,612 | |||
Deferred underwriting fees charged to additional paid in capital | 0 | 9,190,000 | 0 | |||
Deferred legal fees charged to additional paid in capital | 0 | 25,000 | 0 | |||
Initial Classification of Common Stock Subject to Possible Redemption | 0 | 161,314,270 | 0 | |||
Change in Value of Common Stock Subject to Possible Redemption | 0 | (187,210) | 0 | |||
Issuance of stock for notes receivable from stockholders | 25,000 | 0 | 0 | |||
Intermex Holdings, Inc. and Subsidiaries [Member] | ||||||
Cash Flows from Operating Activities: | ||||||
Net income (loss) | (10,173,453) | |||||
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | ||||||
Depreciation and amortization | 16,644,821 | |||||
Share-based compensation | 1,845,943 | |||||
Provision for bad debts | 1,401,446 | |||||
Debt issuance cost amortization | 335,221 | |||||
Deferred taxes | 369,947 | |||||
Loss on disposals of property and equipment | 127,850 | |||||
Total adjustments | 20,725,228 | |||||
Changes in operating assets and liabilities: | ||||||
Prepaid expenses and other current assets | (1,011,440) | |||||
Accounts receivable | (29,172,953) | |||||
Prepaid wires | (4,143,741) | |||||
Wire transfer and money order payables | 27,637,839 | |||||
Accounts payable and accrued other | 3,555,223 | |||||
Net cash provided by (used in) operating activities | 7,416,703 | |||||
Cash Flows from Investing Activities: | ||||||
Purchases of property and equipment | (4,351,506) | |||||
Net cash used in acquisition | (923,654) | |||||
Net cash used in investing activities | (5,275,160) | |||||
Cash Flows from Financing Activities: | ||||||
Borrowings under term loan | 102,000,000 | |||||
Borrowings/(repayments) under revolving loan, net | 12,000,000 | |||||
Repayment of term loan | (76,212,500) | |||||
Debt issuance costs | (4,682,830) | |||||
Common dividend distributions | (20,178,000) | |||||
Purchase of preferred stock | 0 | |||||
Purchase of common stock | 0 | |||||
Net cash provided by (used in) financing activities | 12,926,670 | |||||
Effect of exchange rate changes on cash | 98,820 | |||||
Net increase (decrease) in cash and restricted cash | 15,167,033 | |||||
Cash - Beginning | 43,988,585 | |||||
Cash - Ending | 43,988,585 | 59,155,618 | 59,155,618 | |||
Supplemental disclosures of cash flow information: | ||||||
Cash paid for interest | 11,687,159 | |||||
Cash paid for taxes | 400,000 | |||||
Non-Cash investing and financing activities: | ||||||
Agent businesses acquired in exchange for receivables | 639,688 | |||||
Dividends paid in-kind | 0 | |||||
Intermex Holdings, Inc. and Subsidiaries [Member] | Predecessor [Member] | ||||||
Cash Flows from Operating Activities: | ||||||
Net income (loss) | (3,318,421) | 9,400,026 | 5,757,824 | |||
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | ||||||
Depreciation and amortization | 381,746 | 2,530,334 | 2,453,454 | |||
Share-based compensation | 2,916,324 | 62,563 | 62,839 | |||
Provision for bad debts | 83,695 | 909,275 | 720,416 | |||
Debt issuance cost amortization | 39,298 | 2,670,976 | 741,450 | |||
Deferred taxes | (2,214,351) | 3,718,943 | 3,971,485 | |||
Loss on disposals of property and equipment | 13,472 | 172,934 | 87,038 | |||
Total adjustments | 1,220,184 | 10,065,025 | 8,036,682 | |||
Changes in operating assets and liabilities: | ||||||
Prepaid expenses and other current assets | 70,927 | (302,025) | (44,622) | |||
Accounts receivable | 3,612,332 | (15,865,867) | (5,316,628) | |||
Prepaid wires | 7,848,641 | 777,111 | (9,652,582) | |||
Wire transfer and money order payables | (1,884,922) | 13,759,090 | 1,718,158 | |||
Accounts payable and accrued other | 1,103,326 | 4,562,418 | 3,966,613 | |||
Net cash provided by (used in) operating activities | 8,652,067 | 22,395,778 | 4,465,445 | |||
Cash Flows from Investing Activities: | ||||||
Purchases of property and equipment | (249,382) | (3,012,110) | (2,064,577) | |||
Net cash used in acquisition | 0 | 0 | 0 | |||
Net cash used in investing activities | (249,382) | (3,012,110) | (2,064,577) | |||
Cash Flows from Financing Activities: | ||||||
Borrowings under term loan | 0 | 40,331,834 | 35,000,000 | |||
Borrowings/(repayments) under revolving loan, net | (2,000,000) | (2,000,000) | 3,000,000 | |||
Repayment of term loan | 0 | (1,287,004) | (9,444,830) | |||
Debt issuance costs | 0 | (2,315,992) | (2,789,288) | |||
Common dividend distributions | 0 | (1,286,995) | (18,144,839) | |||
Purchase of preferred stock | 0 | 0 | (10,639,850) | |||
Purchase of common stock | 0 | (34,000,000) | 0 | |||
Net cash provided by (used in) financing activities | (2,000,000) | (558,157) | (3,018,807) | |||
Effect of exchange rate changes on cash | (15,196) | (149,884) | (64,403) | |||
Net increase (decrease) in cash and restricted cash | 6,387,489 | 18,675,627 | (682,342) | |||
Cash - Beginning | 37,601,096 | $ 43,988,585 | $ 37,601,096 | 18,925,469 | 19,607,811 | |
Cash - Ending | 43,988,585 | $ 18,925,469 | 37,601,096 | 18,925,469 | ||
Supplemental disclosures of cash flow information: | ||||||
Cash paid for interest | 658,888 | 6,764,648 | 3,274,862 | |||
Cash paid for taxes | 0 | 155,000 | 126,000 | |||
Non-Cash investing and financing activities: | ||||||
Agent businesses acquired in exchange for receivables | 0 | 342,876 | 0 | |||
Dividends paid in-kind | $ 0 | $ 0 | $ 189,187 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Q2) - 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 | ||
Long term liabilities: | ||||
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 | 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 | ||
Intermex Holdings, Inc. and Subsidiaries [Member] | ||||
Current Assets: | ||||
Cash | 61,335,968 | 59,155,618 | ||
Accounts receivable, net of allowance of $456,985 and $307,562, respectively | 55,803,921 | 51,374,377 | ||
Prepaid wires | 14,226,586 | 7,675,491 | ||
Prepaid expenses and other current assets | 1,725,205 | 900,386 | ||
Total Current Assets | 133,091,680 | 119,105,872 | ||
Property and equipment, net | 9,245,656 | 8,490,794 | ||
Goodwill | 36,259,666 | 36,259,666 | ||
Intangible assets, net | 42,503,932 | 48,741,032 | ||
Deferred tax asset, net | 2,779,388 | 1,748,854 | ||
Other assets | 900,962 | 1,706,693 | ||
Total Assets | 224,781,284 | 216,052,911 | ||
Current Liabilities: | ||||
Current portion of long-term debt, net | [1] | 4,078,627 | 3,913,436 | [2] |
Accounts payable | 10,862,718 | 8,919,796 | ||
Wire transfers and money orders payable | 49,879,419 | 48,276,649 | ||
Accrued and other | 16,656,126 | 11,514,449 | ||
Total Current Liabilities | 81,476,890 | 72,624,330 | ||
Long term liabilities: | ||||
Debt, net | 105,400,196 | 107,526,462 | ||
Total long term liabilities | 105,400,196 | 107,526,462 | ||
Commitments and contingencies | ||||
Stockholders' Equity: | ||||
Common stock | 0 | 0 | ||
Additional paid-in capital | 46,790,540 | 46,077,943 | ||
Accumulated deficit | (8,868,870) | (10,173,453) | ||
Accumulated other comprehensive loss | (17,472) | (2,371) | ||
Total Stockholders' Equity | 37,904,198 | 35,902,119 | ||
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ 224,781,284 | $ 216,052,911 | ||
[1] | Current portion of long term debt is net of debt origination costs of $771,373 at June 30, 2018 and $936,564 at December 31, 2017. | |||
[2] | Current portion of long term debt is net of debt issuance costs of $936,564 at December 31, 2017 of the Successor period and $462,691 at December 31, 2016 of the Predecessor period. |
CONDENSED CONSOLIDATED BALANCE9
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Q2) (Parenthetical) - USD ($) | 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 |
Intermex Holdings, Inc. and Subsidiaries [Member] | ||
Current Assets: | ||
Accounts receivable, allowance | $ 456,985 | $ 307,562 |
Stockholders' Equity: | ||
Common Stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common Stock, shares authorized (in shares) | 1,000 | 1,000 |
Common Stock, shares issued (in shares) | 10 | 10 |
Common Stock, shares outstanding (in shares) | 10 | 10 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (Unaudited) (Q2) - USD ($) | 1 Months Ended | 3 Months Ended | 5 Months Ended | 6 Months Ended | 11 Months Ended | 12 Months Ended | |||||||
Jan. 31, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |||||
Revenues: | |||||||||||||
Operating costs | $ 614,652 | $ 106,063 | $ 1,027,825 | $ 332,819 | $ 1,621 | ||||||||
Operating expenses: | |||||||||||||
Operating income (loss) | (614,652) | (106,063) | (1,027,825) | (332,819) | (1,621) | ||||||||
Other income: | |||||||||||||
Interest income | 708,882 | 340,465 | 1,193,551 | 402,131 | 0 | ||||||||
(Loss) income before income taxes | 94,230 | 234,402 | 165,726 | 69,312 | (1,621) | ||||||||
Income tax provision (benefit) | (144,675) | (109,457) | (245,412) | (109,457) | 0 | ||||||||
Net (loss) income | $ (50,445) | $ 124,945 | $ (79,686) | $ (40,145) | (1,621) | ||||||||
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) | |||||||||
Intermex Holdings, Inc. and Subsidiaries [Member] | |||||||||||||
Revenues: | |||||||||||||
Wire transfer and money order fees | $ 59,367,955 | $ 45,259,255 | $ 71,584,634 | $ 107,222,338 | $ 169,795,746 | ||||||||
Foreign exchange | 10,585,269 | 8,202,907 | 13,277,182 | 18,316,053 | 30,014,304 | ||||||||
Other income | 426,167 | 315,182 | 516,012 | 797,033 | |||||||||
Total revenues | 70,379,391 | 53,777,344 | 85,377,828 | 126,335,424 | 201,039,131 | ||||||||
Operating expenses: | |||||||||||||
Service charges from agents and banks | 46,323,264 | 35,995,569 | 56,761,860 | 84,259,931 | 135,455,304 | ||||||||
Salaries and benefits | 7,441,220 | 5,877,726 | 10,411,401 | 13,673,403 | 21,954,005 | ||||||||
Other selling, general and administrative expenses | 4,183,193 | 3,737,922 | 6,236,771 | 8,183,517 | 16,470,615 | ||||||||
Transaction costs | 2,553,301 | 2,000 | 6,212,602 | 4,014,311 | 8,705,501 | ||||||||
Depreciation and amortization | 3,818,126 | 4,526,650 | 7,503,944 | 7,607,374 | 16,644,821 | ||||||||
Total operating expenses | 64,319,104 | 50,139,867 | 87,126,578 | 117,738,536 | 199,230,246 | ||||||||
Operating income (loss) | 6,060,287 | 3,637,477 | (1,748,750) | 8,596,888 | 1,808,885 | ||||||||
Other income: | |||||||||||||
Interest expense | 3,392,043 | 2,120,240 | 3,494,828 | 6,675,933 | 11,447,936 | ||||||||
(Loss) income before income taxes | 2,668,244 | 1,517,237 | (5,243,578) | 1,920,955 | (9,639,051) | ||||||||
Income tax provision (benefit) | 823,889 | 243,754 | 1,244,206 | 616,372 | 534,402 | ||||||||
Net (loss) income | 1,844,355 | 1,273,483 | (6,487,784) | 1,304,583 | (10,173,453) | ||||||||
Other comprehensive (loss) income | (36,190) | 12,177 | 15,131 | (15,101) | (2,371) | ||||||||
Comprehensive (loss) income | $ 1,808,165 | $ 1,285,660 | $ (6,472,653) | $ 1,289,482 | $ (10,175,824) | ||||||||
Predecessor Company [Member] | Intermex Holdings, Inc. and Subsidiaries [Member] | |||||||||||||
Revenues: | |||||||||||||
Wire transfer and money order fees | $ 11,876,919 | 138,467,934 | $ 105,515,500 | ||||||||||
Foreign exchange | 2,449,709 | 25,781,882 | 17,596,590 | ||||||||||
Other income | 98,715 | ||||||||||||
Total revenues | 14,425,343 | 165,394,491 | 124,199,313 | ||||||||||
Operating expenses: | |||||||||||||
Service charges from agents and banks | 9,440,774 | 107,967,505 | 81,746,818 | ||||||||||
Salaries and benefits | 4,530,308 | 17,261,125 | 14,307,184 | ||||||||||
Other selling, general and administrative expenses | 1,063,379 | 13,711,270 | 9,898,985 | ||||||||||
Transaction costs | 3,917,188 | 900,530 | 1,609,034 | ||||||||||
Depreciation and amortization | 381,746 | 2,530,334 | 2,453,454 | ||||||||||
Total operating expenses | 19,333,395 | 142,370,764 | 110,015,475 | ||||||||||
Operating income (loss) | (4,908,052) | 23,023,727 | 14,183,838 | ||||||||||
Other income: | |||||||||||||
Interest expense | 613,742 | 9,540,046 | 4,234,371 | ||||||||||
(Loss) income before income taxes | (5,521,794) | 13,483,681 | 9,949,467 | ||||||||||
Income tax provision (benefit) | (2,203,373) | 4,083,655 | 4,191,643 | ||||||||||
Net (loss) income | (3,318,421) | 9,400,026 | 5,757,824 | ||||||||||
Other comprehensive (loss) income | (2,453) | 109,920 | (56,582) | ||||||||||
Comprehensive (loss) income | $ (3,320,874) | $ 9,509,946 | $ 5,701,242 | ||||||||||
[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 STATEM11
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (Unaudited) (Q2) (Parenthetical) - shares | Jun. 30, 2018 | Dec. 31, 2017 | Jun. 30, 2017 | Dec. 31, 2016 |
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE (LOSS) INCOME [Abstract] | ||||
Common stock subject to possible redemption (in shares) | 16,104,738 | 16,112,706 | 16,127,226 | 0 |
CONDENSED CONSOLIDATED STATEM12
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (Q2) - USD ($) | 1 Months Ended | 3 Months Ended | 5 Months Ended | 6 Months Ended | 11 Months Ended | 12 Months Ended | ||||
Jan. 31, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Cash Flows from Operating Activities: | ||||||||||
Net income (loss) | $ (50,445) | $ 124,945 | $ (79,686) | $ (40,145) | $ (185,347) | $ (1,621) | ||||
Adjustments to reconcile net income (loss) to net cash provided by (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) | (13,560) | 0 | ||||||
Accrued expenses | 267,267 | 22,503 | 477,652 | 999 | ||||||
Income taxes payable | (256,369) | 109,457 | 436,721 | 0 | ||||||
Net cash provided by (used in) operating activities | (1,359,473) | (366,555) | (667,720) | (622) | ||||||
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 | 500,000 | 0 | ||||||
Net cash used in investing activities | 658,551 | (175,000,000) | (174,500,000) | 0 | ||||||
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 | 4,200,000 | 0 | ||||||
Proceed from issuance of common stock to Initial Stockholders | 0 | 3,311 | 3,311 | 0 | ||||||
Advances from related party | 275,000 | 0 | ||||||||
Proceeds from promissory note - related party | 115,000 | 0 | 0 | 231,546 | ||||||
Repayment of promissory note - related party | 0 | (231,846) | (231,846) | 0 | ||||||
Payment of offering costs | 0 | (463,778) | (463,778) | (173,310) | ||||||
Net cash provided by (used in) financing activities | 390,000 | 175,447,687 | 175,447,687 | 83,236 | ||||||
Net Change in Cash | (310,922) | 81,132 | ||||||||
Cash - Beginning of period | $ 82,614 | 362,581 | 82,614 | 82,614 | ||||||
Cash - Ending of period | 51,659 | 163,746 | $ 163,746 | 51,659 | 163,746 | $ 362,581 | 362,581 | 82,614 | ||
Net increase (decrease) in cash and restricted cash | 279,967 | 82,614 | ||||||||
Non-Cash investing and financing activities: | ||||||||||
Deferred underwriting fees charged to additional paid in capital | 0 | 9,190,000 | 9,190,000 | 0 | ||||||
Deferred legal fees charged to additional paid in capital | 0 | 25,000 | 25,000 | 0 | ||||||
Initial classification of common stock subject to possible redemption | 0 | 161,314,270 | 161,314,270 | 0 | ||||||
Change in value of common stock subject to possible redemption | (79,680) | (42,010) | ||||||||
Intermex Holdings, Inc. and Subsidiaries [Member] | ||||||||||
Cash Flows from Operating Activities: | ||||||||||
Net income (loss) | 1,844,355 | 1,273,483 | (6,487,784) | 1,304,583 | (10,173,453) | |||||
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | ||||||||||
Depreciation and amortization | 3,818,126 | 4,526,650 | 7,503,944 | 7,607,374 | 16,644,821 | |||||
Share-based compensation | 1,247,215 | 712,597 | 1,845,943 | |||||||
Provision for bad debts | 571,347 | 384,766 | 1,401,446 | |||||||
Debt origination cost amortization | 17,142 | 463,925 | 335,221 | |||||||
Deferred taxes | 1,144,902 | (1,030,534) | 369,947 | |||||||
Loss on disposals of property and equipment | 46,214 | 104,146 | 127,850 | |||||||
Total adjustments | 10,530,764 | 8,242,274 | 20,725,228 | |||||||
Changes in operating assets and liabilities: | ||||||||||
Accounts receivable | (3,891,443) | (4,820,933) | (29,172,953) | |||||||
Prepaid wires | (12,725,342) | (6,661,522) | (4,143,741) | |||||||
Prepaid expenses and other current assets | (337,483) | (19,292) | (1,011,440) | |||||||
Wire transfer and money order payables | 3,912,942 | 1,787,276 | 27,637,839 | |||||||
Accounts payable and accrued other | (2,068,748) | 7,098,488 | 3,555,223 | |||||||
Net cash provided by (used in) operating activities | (11,067,094) | 6,930,874 | 7,416,703 | |||||||
Cash Flows from Investing Activities: | ||||||||||
Purchases of property and equipment | (1,807,964) | (2,238,143) | (4,351,506) | |||||||
Net cash used in acquisition | (923,654) | 0 | (923,654) | |||||||
Net cash used in investing activities | (2,731,618) | (2,238,143) | (5,275,160) | |||||||
Cash Flows from Financing Activities: | ||||||||||
Borrowings under term loan | 5,000,000 | 0 | 102,000,000 | |||||||
Borrowings/(repayments) under revolving loan, net | 2,000,000 | 0 | 12,000,000 | |||||||
Repayment of term loan | (2,825,017) | (2,425,000) | (76,212,500) | |||||||
Debt origination costs | (199,554) | 0 | (4,682,830) | |||||||
Net cash provided by (used in) financing activities | 3,975,429 | (2,425,000) | 12,926,670 | |||||||
Cash - Beginning of period | 59,155,618 | |||||||||
Cash - Ending of period | 61,335,968 | 61,335,968 | 59,155,618 | 59,155,618 | ||||||
Effect of exchange rate changes on cash | 440,805 | (87,381) | 98,820 | |||||||
Net increase (decrease) in cash and restricted cash | (9,382,478) | 2,180,350 | 15,167,033 | |||||||
Cash and restricted cash, beginning of the period | 44,628,247 | 59,795,280 | 44,628,247 | |||||||
Cash and restricted cash, end of the period | 44,628,247 | $ 61,975,630 | $ 35,245,769 | 35,245,769 | $ 61,975,630 | 35,245,769 | 59,795,280 | 59,795,280 | ||
Predecessor Company [Member] | Intermex Holdings, Inc. and Subsidiaries [Member] | ||||||||||
Cash Flows from Operating Activities: | ||||||||||
Net income (loss) | (3,318,421) | 9,400,026 | $ 5,757,824 | |||||||
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | ||||||||||
Depreciation and amortization | 381,746 | 2,530,334 | 2,453,454 | |||||||
Share-based compensation | 2,916,324 | 62,563 | 62,839 | |||||||
Provision for bad debts | 83,695 | 909,275 | 720,416 | |||||||
Debt origination cost amortization | 39,298 | 2,670,976 | 741,450 | |||||||
Deferred taxes | (2,214,351) | 3,718,943 | 3,971,485 | |||||||
Loss on disposals of property and equipment | 13,472 | 172,934 | 87,038 | |||||||
Total adjustments | 1,220,184 | 10,065,025 | 8,036,682 | |||||||
Changes in operating assets and liabilities: | ||||||||||
Accounts receivable | 3,612,332 | (15,865,867) | (5,316,628) | |||||||
Prepaid wires | 7,848,641 | 777,111 | (9,652,582) | |||||||
Prepaid expenses and other current assets | 70,927 | (302,025) | (44,622) | |||||||
Wire transfer and money order payables | (1,884,922) | 13,759,090 | 1,718,158 | |||||||
Accounts payable and accrued other | 1,103,326 | 4,562,418 | 3,966,613 | |||||||
Net cash provided by (used in) operating activities | 8,652,067 | 22,395,778 | 4,465,445 | |||||||
Cash Flows from Investing Activities: | ||||||||||
Purchases of property and equipment | (249,382) | (3,012,110) | (2,064,577) | |||||||
Net cash used in acquisition | 0 | 0 | 0 | |||||||
Net cash used in investing activities | (249,382) | (3,012,110) | (2,064,577) | |||||||
Cash Flows from Financing Activities: | ||||||||||
Borrowings under term loan | 0 | 40,331,834 | 35,000,000 | |||||||
Borrowings/(repayments) under revolving loan, net | (2,000,000) | (2,000,000) | 3,000,000 | |||||||
Repayment of term loan | 0 | (1,287,004) | (9,444,830) | |||||||
Debt origination costs | 0 | (2,315,992) | (2,789,288) | |||||||
Net cash provided by (used in) financing activities | (2,000,000) | (558,157) | (3,018,807) | |||||||
Cash - Beginning of period | 37,601,096 | 37,601,096 | 37,601,096 | |||||||
Cash - Ending of period | 37,601,096 | |||||||||
Effect of exchange rate changes on cash | (15,196) | (149,884) | (64,403) | |||||||
Net increase (decrease) in cash and restricted cash | 6,387,489 | 18,675,627 | $ (682,342) | |||||||
Cash and restricted cash, beginning of the period | 38,240,758 | $ 44,628,247 | $ 38,240,758 | $ 44,628,247 | $ 38,240,758 | |||||
Cash and restricted cash, end of the period | $ 44,628,247 | $ 38,240,758 |
DESCRIPTION OF ORGANIZATION AND
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (FY) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2018 | Dec. 31, 2017 | |
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.” | 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS FinTech Acquisition Corp. II (the “Company”), is a blank check company incorporated in Delaware on May 28, 2015. 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 proposed acquisition of Intermex Holdings II, Inc. (“Intermex”) (see Note 10), 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 December 31, 2017. The Company has neither engaged in any operations nor generated operating revenues to date. At December 31, 2017, the Company had not yet commenced operations. All activity through December 31, 2017 relates to the Company’s formation and its Initial Public Offering, which is described below, and identifying a target company for a Business Combination and activities in connection with the proposed acquisition of Intermex, described in Note 10. The registration statement for the Company’s initial public offering (“Initial Public Offering”) was declared effective on January 19, 2017. On January 25, 2017, the Company consummated the Initial Public Offering of 17,500,000 units (“Units” and, with respect to the common stock included in the Units being offered, the “Public Shares”), which includes a partial exercise by the underwriters of their over-allotment option in the amount of 2,200,000 Units at $10.00 per Unit, generating gross proceeds of $175,000,000, which is described in Note 3. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 420,000 units (the “Placement Units”) at a price of $10.00 per Unit 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”), generating gross proceeds of $4,200,000, which is described in Note 4. Transaction costs amounted to $12,912,088, consisting of $3,060,000 of underwriting fees, $9,190,000 of deferred underwriting fees payable (which are held in the Trust Account (defined below)) and $662,088 of Initial Public Offering costs. As described in Note 6, the $9,190,000 deferred underwriting fee payable is contingent upon the consummation of a Business Combination by January 25, 2019. As described in Note 6, the $25,000 of deferred legal fees are payable upon the earlier of an initial Business Combination or liquidation of the Company. Following the closing of the Initial Public Offering on January 25, 2017, an amount of $175,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the Placement Units was placed in a trust account (“Trust Account”) and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 180 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of paragraphs (d)(2), (d)(3) and (d)(4) of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the consummation of a Business Combination, (ii) the redemption of any Public Shares in connection with a stockholder vote to amend the Company’s Amended and Restated Certificate of Incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if it does not complete a Business Combination by January 25, 2019 (the “Combination Period”); or (iii) the distribution of the Trust Account, as described below, if the Company is unable to complete a Business Combination within the Combination Period or upon any earlier liquidation of the Company. The Company’s management has broad discretion with respect to the specific application of the net proceeds of its Initial Public Offering and Placement Units, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. Nasdaq Capital Market (“NASDAQ”) rules provide that the Company’s initial Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the balance in the Trust Account (less any deferred underwriting commissions and taxes payable on interest earned) at the time of the signing of a definitive agreement in connection with a Business Combination. However, the Company will only complete a Business Combination if the post-Business Combination company owns or acquires a majority of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to successfully effect a Business Combination. The Company will provide its stockholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The public stockholders will be entitled to redeem their shares for a pro rata portion of the amount then on deposit in the Trust Account ($10.00 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company for working capital purposes or to pay its tax obligations). The per-share amount to be distributed to public stockholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 6). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and a majority of the outstanding shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation, conduct the redemptions pursuant to the tender offer rules of the Securities and Exchange Commission (“SEC”), and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business or other legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with a Business Combination, the Sponsor, Daniel Cohen, Betsy Cohen, DGC Family FinTech Trust, Swarthmore Trust of 2016, James J. McEntee, III, Shami Patel and Jeremy Kuiper (together the “Initial Stockholders”), have agreed to vote their Founder Shares (as defined in Note 5), Placement Shares (as defined in Note 4) and any Public Shares held by them in favor of approving a Business Combination. Cantor has not committed to vote any shares held by it in favor of a Business Combination. The Company will have until the expiration of the Combination Period to consummate its Business Combination. If the Company is unable to consummate a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purposes of winding up of its affairs; (ii) distribute the aggregate amount then on deposit in the Trust Account, including any portion of the interest earned thereon which was not previously used for working capital or to pay dissolution expenses or taxes, pro rata to the public stockholders by way of redemption of the Public Shares (which redemption would completely extinguish such holders’ rights as stockholders, including the right to receive further liquidation distributions, if any); and (iii) as promptly as possible following such redemption, dissolve and liquidate the balance of the Company’s net assets to its remaining stockholders, as part of its plan of dissolution and liquidation. The Company will also provide its stockholders with the opportunity to redeem all or a portion of their Public Shares in connection with any stockholder vote to approve an amendment to the Company’s Amended and Restated Certificate of Incorporation that would affect the substance or timing of the Company’s obligation to redeem 100% of Public Shares if it does not complete a Business Combination within the Combination Period. The stockholders will be entitled to redeem their shares for a pro rata portion of the amount then on deposit in the Trust Account ($10.00 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company for working capital purposes or to pay its tax obligations). There will be no redemption rights with respect to the Company’s warrants in connection with such a stockholder vote to approve such an amendment to the Company’s Amended and Restated Certificate of Incorporation. Notwithstanding the foregoing, the Company may not redeem shares in an amount that would cause its net tangible assets to be less than $5,000,001. The Initial Stockholders have agreed to vote their Founder Shares, Placement Shares and any Public Shares held by them in favor of any such amendment. The Initial Stockholders and Cantor have agreed to waive their redemption rights with respect to the Founder Shares and Placement Shares (defined below) (i) in connection with the consummation of a Business Combination, (ii) in connection with a stockholder vote to amend the Company’s Amended and Restated Certificate of Incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of its public shares if it does not complete a Business Combination within the Combination Period, and (iii) if the Company fails to consummate a Business Combination within the Combination Period or upon the Company’s liquidation prior to the expiration of the Combination Period. The Initial Stockholders have also agreed to waive their redemption rights with respect to Public Shares in connection with a Business Combination and in connection with a stockholder vote to amend the Company’s Amended and Restated Certificate of Incorporation to modify the substance or timing of its obligation to redeem 100% of its Public Shares if it does not complete a Business Combination within the Combination Period. However, the Initial Stockholders will be entitled to redemption rights with respect to any Public Shares held by them if the Company fails to consummate a Business Combination or liquidates within the Combination Period. Cantor will have the same redemption rights as a public stockholder with respect to any Public Shares it acquires, however, Cantor has informed the Company that it has no current commitments, plans or intentions to acquire Public Shares for its own account. The underwriters have agreed to waive their rights to deferred underwriting commissions held in the Trust Account in the event the Company does not consummate a Business Combination within the Combination Period and, in such event, such amounts will be included with the funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be less than the initial public offering price per Unit in the Initial Public Offering. Placing funds in the Trust Account may not protect those funds from third party claims against the Company. Although the Company will seek to have all vendors, service providers, prospective target businesses or other entities it engages, execute agreements with the Company waiving any claim of any kind in or to any monies held in the Trust Account, there is no guarantee that such persons will execute such agreements. The Company’s Chief Executive Officer has agreed that he will be liable under certain circumstances to ensure that the proceeds in the Trust Account are not reduced by the claims of target businesses or vendors or other entities that are owed money by the Company for service rendered, contracted for or products sold to the Company. However, he may not be able to satisfy those obligations should they arise. Notwithstanding the foregoing redemption rights, if the Company seeks stockholder approval of its Business Combination and it does not conduct redemptions in connection with its Business Combination pursuant to the tender offer rules, the Company’s Amended and Restated Certificate of Incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended, or the Exchange Act), will be restricted from redeeming its shares with respect to an aggregate of 20.0% or more of the shares sold in the Initial Public Offering. However, there is no restriction on the Company’s stockholders’ ability to vote all of their shares for or against a Business Combination. |
Intermex Holdings, Inc. and Subsidiaries [Member] | ||
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS [Abstract] | ||
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | NOTE 1 — BUSINESS AND CONSOLIDATION OF OPERATIONS Intermex Holdings, Inc. (the “INC”) was formed as a Delaware company on March 27, 2006. The consolidated financial statements include the INC, its wholly-owned subsidiary, Intermex Wire Transfer, LLC (the “LLC”), Intermex Wire Transfers de Guatemala, S.A. (“Guatemala”) — 99.8% owned by LLC, Intermex Wire Transfer de Mexico, S.A. — 98% owned by LLC, Intermex Transfers de Mexico, S.A. — 98% owned by LLC, Intermex Wire Transfer Corp. — 100% owned by LLC and Intermex Wire Transfer II, LLC — 100% owned by LLC (collectively, the “Company”). The INC is a wholly-owned indirect subsidiary of InterWire Topco, LLC (“Interwire LLC”), a company formed on December 21, 2015 for the purpose of funding the acquisition of the Company by Stella Point Capital, LLC (“Stella Point”) discussed in further detail in Note 3. In connection with the acquisition of the Company 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 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 Successor’s consolidated 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 December 31, 2017, and those of Predecessor for all periods prior to the transaction date. Non-controlling interest in the results of operations of consolidated subsidiaries represents the minority stockholders’ share of the profit or (loss) of Intermex Wire Transfer de Mexico, S.A., Intermex Transfers de Mexico, S.A. (“Mexico”) and Intermex Wire Transfers de Guatemala, S.A. (“Guatemala”). Non-controlling interest in the portion of the profit or (loss) from operations of these subsidiaries amounted to $3,053 for the Successor period from February 1, 2017 through December 31, 2017 and $548, $3,696 and $2,458 for the Predecessor periods from January 1, 2017 through January 31, 2017 and the years ended December 31, 2016 and 2015, respectively. Non-controlling interest asset as of December 31, 2017 for the Successor period and December 31, 2016 for the Predecessor period amounted to $6,813 and $3,134, respectively. These amounts were not recorded by the Company as they are considered insignificant. The Company operates as a money transmitter, primarily between the United States of America and Mexico, Guatemala and other countries in Latin America through a network of authorized agents located in various unaffiliated retail establishments throughout the United States of America. The accompanying consolidated financial statements include the accounts of the INC and its subsidiaries. All significant inter-company balances and transactions have been eliminated from the consolidated financial statements. The consolidated financial statements are prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). Restatements Previously, all finite-lived intangibles (see Note 6) were amortized on a straight-line basis. However, as the economic benefits expected from the agent relationships lessen over time, during 2017 the Company determined it was more appropriate to amortize the agent relationships based on an accelerated method. The Company believes this better matches the amortization expense with the economic benefits expected to be received from the agent relationships rather than recognizing the expense on a straight-line method. As a result, intangible assets, net were overstated and depreciation and amortization expense was misstated in prior years. Therefore, the Company has restated its consolidated financial statements for the correction and the effect is shown in the tables below in the “Amortization” adjustment column. In 2017, the Company determined that the deferred tax asset utilization analysis as of December 31, 2014 did not properly extend until the expiration of the net operating loss carryforwards. Therefore, the valuation allowance for the deferred tax asset related to the net operating loss carryforwards was overstated and the provision for income tax benefit was understated in 2014 by $12,969,232. In addition, the provision for income tax benefit was overstated in 2015 as the Company had corrected this error in 2015 instead of properly correcting it in 2014. The error has been corrected by restating the Predecessor Company December 31, 2014 accumulated deficit balance in the consolidated statements of changes in stockholder’s equity and provision for income tax (benefit) expense for the year ended December 31, 2015 in the consolidated statements of operations and comprehensive (loss) income. These adjustments are shown in the “Deferred Tax” adjustment column below. The following tables summarize the impact of these restatements on the Company’s consolidated financial statements: a. Consolidated Balance Sheet Impact of Correction of Errors As Adjustments previously reported Amortization Deferred Tax As Restated Balance at December 31, 2016 (Predecessor Company) Intangible assets, net $ 8,508,502 $ (2,160,868 ) $ — $ 6,347,634 Deferred tax asset, net $ 26,979,233 $ 836,879 $ — $ 27,816,112 Total assets $ 120,097,941 $ (1,323,989 ) $ — $ 118,773,952 Accumulated deficit $ (66,226,984 ) $ (1,323,989 ) $ — $ (67,550,973 ) Total stockholder's equity 4,582,532 $ (1,323,989 ) $ — $ 3,258,543 b. Consolidated Statements of Operations and Comprehensive (Loss) Income Impact of Correction of Errors As Adjustments previously reported Amortization Deferred Tax As Restated For the year ended December 31, 2016 (Predecessor Company) Depreciation and amortization $ 4,341,933 $ (1,811,599 ) $ — $ 2,530,334 Provision for income tax expense $ 3,382,044 $ 701,611 $ — $ 4,083,655 Net income $ 8,290,038 $ 1,109,988 $ — $ 9,400,026 Comprehensive income $ 8,399,958 $ 1,109,988 $ — $ 9,509,946 For the year ended December 31, 2015 (Predecessor Company) Depreciation and amortization $ 4,296,041 $ (1,842,587 ) $ — $ 2,453,454 Provision for income tax (benefit) expense $ (9,491,201 ) $ 713,612 $ 12,969,232 $ 4,191,643 Net income $ 17,598,081 $ 1,128,975 $ (12,969,232 ) $ 5,757,824 Comprehensive income $ 17,541,499 $ 1,128,975 $ (12,969,232 ) $ 5,701,242 c. Consolidated Statements of Changes in Stockholder’s Equity Impact of Correction of Errors As Adjustments previously reported Amortization Deferred Tax As Restated Balance at December 31, 2014 (Predecessor Company) Accumulated deficit $ (92,115,103 ) $ (3,562,952 ) $ 12,969,232 $ (82,708,823 ) Total stockholder’s equity $ 42,587,357 $ (3,562,952 ) $ 12,969,232 $ 51,993,637 Balance at December 31, 2015 (Predecessor Company) Accumulated deficit $ (74,517,022 ) $ (2,433,977 ) $ — $ (76,950,999 ) Total stockholder’s equity $ 31,407,006 $ (2,433,977 ) $ — $ 28,973,029 Balance at December 31, 2016 (Predecessor Company) Accumulated deficit $ (66,226,984 ) $ (1,323,989 ) $ — $ (67,550,973 ) Total stockholder’s equity $ 4,582,532 $ (1,323,989 ) $ — $ 3,258,543 d. Consolidated Statements of Cash Flows Impact of Correction of Errors As Adjustments previously reported Amortization Deferred Tax As Restated For the year ended December 31, 2016 (Predecessor Company) Net income $ 8,290,038 $ 1,109,988 $ — $ 9,400,026 Depreciation and amortization $ 4,341,933 $ (1,811,599 ) $ — $ 2,530,334 Deferred taxes $ 3,017,332 $ 701,611 $ — $ 3,718,943 Net cash provided by operating activities $ 22,395,778 $ — $ — $ 22,395,778 For the year ended December 31, 2015 (Predecessor Company) Net income $ 17,598,081 $ 1,128,975 $ (12,969,232 ) $ 5,757,824 Depreciation and amortization $ 4,296,041 $ (1,842,587 ) $ — $ 2,453,454 Deferred taxes $ (9,711,359 ) $ 713,612 $ 12,969,232 $ 3,971,485 Net cash provided by operating activities $ 4,465,445 $ — $ — $ 4,465,445 |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (FY) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2018 | Dec. 31, 2017 | |
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. | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of presentation The accompanying consolidated financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. In connection with the Company's assessment of going concern considerations in accordance with the Financial Accounting Standard Board's Accounting Standards Update ("ASU") 2014-15, "Disclosures of Uncertainties about an Entity's Ability to Continue as a Going Concern," management has determined that the mandatory liquidation and subsequent dissolution raises substantial doubt about the Company's ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after January 25, 2019. Principles of Consolidation The accompanying 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 December 31, 2017 and 2016. Cash and marketable securities held in Trust Account At 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 (if any) 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. The Company’s common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at December 31, 2017, 16,112,706 shares of common stock subject to possible redemption is presented as temporary equity, outside of the stockholders’ equity section on the Company’s 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 December 31, 2017 and 2016. 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 loss per common share The Company complies with the accounting and disclosure requirements of ASC Topic 260, “Earnings Per Share.” Net loss per common share is computed by dividing net loss by the weighted average number of common shares outstanding for the period, excluding shares of common stock forfeited by certain of the Company’s Initial Shareholders on January 25, 2017. Shares of common stock subject to possible redemption at December 31, 2017 have been excluded from the calculation of basic loss per share since such shares, if redeemed, only participate in their pro rata share of the Trust Account earnings. The Company has not considered the effect of warrants to purchase 8,960,000 shares of common stock in the calculation of diluted loss per share, since the exercise of the warrants is contingent upon the occurrence of future events. As a result, diluted loss per common share is the same as basic loss per common share for the periods presented. 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 December 31, 2017 and 2016, 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 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 consolidated financial statements. |
Intermex Holdings, Inc. and Subsidiaries [Member] | ||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | ||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 1 - BUSINESS AND ACCOUNTING POLICIES Intermex Holdings, Inc. (the “INC”) was formed as a Delaware company on March 27, 2006. The consolidated financial statements include INC, its wholly-owned 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 (collectively, the “Company”). INC is a wholly-owned indirect subsidiary of InterWire Topco, LLC (“Interwire LLC”), a company formed on December 21, 2015 for the purpose of funding the acquisition of the Company on February 1, 2017 by Stella Point Capital, LLC (“Stella Point”) discussed in further detail in Note 2. In connection with the acquisition of the Company 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. On July 26, 2018, FinTech Acquisition Corp. II, a Delaware corporation (“FinTech”) consummated the previously announced transactions (“the Merger”) contemplated by the Agreement and Plan of Merger, dated December 19, 2017, by and among 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. (the wholly-owned direct subsidiary of Interwire LLC, (“Intermex”) and SPC Intermex Representative LLC (“SPC Intermex”). In connection with the closing of the Merger, FinTech changed its name from to International Money Express, Inc. See Note 11 for further discussion. The Merger will be accounted for as a reverse merger where FinTech will be treated as the “acquired” company for financial reporting purposes. This determination was primarily based on Interwire LLC and its designees expecting to control the majority of the relative voting rights of the combined company, the Company comprising the ongoing operations of the combined company and the Company’s senior management comprising the senior management of the combined company. Accordingly, the Merger will be treated as the equivalent of the Company issuing stock for the net assets of FinTech, accompanied by a recapitalization. There will be no goodwill or other intangible assets recorded. Operations prior to the Merger will be those of the Company. The Company operates as a money transmitter, primarily between the United States of America and Mexico, Guatemala and other countries in Latin America through a network of authorized agents located in various unaffiliated retail establishments throughout the United States of America. The accompanying condensed consolidated financial statements include the accounts of INC and its subsidiaries. All significant inter-company balances and transactions have been eliminated from the condensed consolidated financial statements. The condensed consolidated financial statements are prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). Certain reclassifications have been made to prior-year amounts in the consolidated statements of operations and comprehensive income (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 income (loss) or net income (loss). 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 interim financial statements should be read in conjunction with the Company’s consolidated financial statements and related notes for the fiscal year ended December 31, 2017 (“Audited Financial Statements”). Accounting Pronouncements The FASB issued amended guidance, Restricted Cash The FASB issued guidance, Improvements to Employee Share-Based Payment Accounting The FASB issued guidance, Revenue from Contracts with Customers The FASB issued amended guidance, Business Combinations - Clarifying the Definition of a Business The FASB issued guidance, Leases, The FASB issued amended guidance, Statement of Cash Flows - Classification of Certain Cash Receipts and Cash Payments The FASB issued amended guidance, Intangibles – Goodwill and other (Topic 350): Simplifying the Test for Goodwill Impairment The FASB issued guidance, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, | NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Reclassifications Certain reclassifications have been made to prior-year amounts in the consolidated balance sheets and consolidated statements of operations and comprehensive (loss) income to conform to current-year reporting classifications. These reclassifications had no impact on net (loss) income, comprehensive (loss) income or stockholder’s equity. Estimates The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported amounts of revenues and expenses. Actual results could differ from these estimates. Cash Cash is comprised of deposits in U.S. and foreign banks. The Company recognizes interest income from its cash deposits on an accrual basis. The Company considers cash equivalents to be short term, highly liquid investments with maturities of three months or less. Concentration of Credit Risk The Company maintains certain of its cash balances in various U.S. banks, which at times, may exceed federally insured limits. The amount that exceeded the federally insured limits totaled $31,739,808 at December 31, 2017 of the Successor period and $22,322,423 at December 31, 2016 of the Predecessor period. The Company has not incurred any losses on these accounts. In addition, the Company maintains various bank accounts in Mexico and Guatemala, which are not insured. The Company has not incurred any losses on these uninsured foreign bank accounts, and management believes it is not exposed to any significant credit risk regarding these accounts. Cash balances were as follows at December 31: Successor Company 2017 Predecessor Company 2016 Cash in U.S. dollars in U.S. banks $ 55,375,471 $ 34,437,494 Cash in foreign banks and foreign currency 3,774,454 3,159,019 Petty cash 5,693 4,583 $ 59,155,618 $ 37,601,096 Revenue Reco g nition 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 the Company is the primary obligor and has latitude in establishing price. Foreign exchange revenue, which represents the difference between the exchange rate set by the Company 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 the Company’s technology in processing transactions. Revenues 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. Business Combinations The Company accounts for its business combinations using the acquisition method, which requires that intangible assets be recognized apart from goodwill if they are contractual in nature or separately identifiable. Acquisitions are measured on the fair value of consideration exchanged and, if the consideration given is not cash, measurement is based on the fair value of the consideration given or the fair value of the assets acquired, whichever is more reliably measurable. The excess of cost of an acquired entity over the fair value of identifiable acquired assets and liabilities assumed is allocated to goodwill. The valuation and allocation processes rely on significant assumptions made by management. In certain situations, the allocations of excess purchase price are based upon preliminary estimates and assumptions. Accordingly, the allocations are subject to revision when the Company receives updated information, including valuations and other analyses, which are completed within one year of the acquisition. Revisions to the fair values, which may be significant, are recorded when pending information is finalized, within one year from the acquisition date. Accounts Receivable and Allowance for Doubtful Accounts Accounts receivable are recorded upon initiation of the wire transfer and are typically due to the Company within five days. The Company maintains an allowance for doubtful accounts for estimated losses resulting from the inability of its customers to make required payments. When preparing these estimates, management considers a number of factors, including the aging of a customer’s account, creditworthiness of specific customers, historical trends and other information. The Company reviews its allowance for doubtful accounts policy periodically, reflecting current risks and changes in industry conditions and when necessary, will increase its allowance for doubtful accounts and recognize a provision to bad debt expense, included in other selling, general and administrative expenses in the consolidated statements of operations and comprehensive (loss) income. Prepaid Expenses and Other Assets Prepaid wires represent funds that are required at certain payer agent locations in advance of a transaction, which are typically utilized within a few days. Other prepaid expenses, other current assets and other assets consist primarily of prepaid expenses, notes receivable (see Note 4), and restricted cash. Interest income on notes receivable is recognized on a cash basis due to uncertainty on receiving the interest payments. The restricted cash is maintained by a United States Bank and is cash collateral for an irrevocable stand-by letter of credit in the amount of $639,662 issued as collateral for the operating lease of the Company’s headquarters and recorded in other assets at December 31, 2017 of the Successor period and December 31, 2016 of the Predecessor period, in the consolidated balance sheets. Propert and Eq pment Property and equipment, including leasehold improvements, are stated at cost, or the allocated fair value in purchase accounting, less accumulated depreciation and amortization. The costs of additions and betterments that substantially extend the useful life of an asset are capitalized and the expenditures for ordinary repairs and maintenance are expensed in the period incurred as part of other selling, general and administrative expenses in the consolidated statements of operations and comprehensive (loss) income. Depreciation is computed using the straight-line method over the estimated useful lives of the related assets. Leasehold improvements are amortized over the life of the lease or the estimated useful life of the improvement, whichever is shorter. At the time depreciable assets are retired or otherwise disposed, the cost and the related accumulated depreciation of such assets are eliminated from the accounts and any gain or loss is recognized in the current period. The Company capitalizes costs incurred for the development of internal use computer software, which are depreciated over five years using the straight-line method. Goodwill and Other Intan ible Assets Goodwill and other intangible assets result primarily from business combination acquisitions, including the Stella Point acquisition discussed in Note 3. 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 (see Note 3). Qualitative assessment includes consideration of the economic, industry and market conditions in addition to the overall financial performance of the Company and 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 the Successor period from February 1, 2017 through December 31, 2017. The Company’s trade name, agent relationships and developed technology are currently amortized utilizing an accelerated method over their estimated useful lives of 15 years. Other intangible assets are amortized on a straight-line basis over a useful life of 10 years. Refer to Note 1 for a discussion of the restatement of prior periods related to the correction of an error for the amortization of agent relationships. The Company reviews for impairment indicators of finite-lived intangibles and other long-lived assets as described below in “Impairment of Long-Lived Assets.” Im pairment of Lon -Lived Assets The Company evaluates long-lived assets, including amortizable intangible assets, for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Upon such an occurrence, recoverability of assets to be held and used is measured by comparing the carrying amount of an asset to forecasted undiscounted future net cash flows expected to be generated by the asset. If the carrying amount of the asset exceeds its estimated future cash flows, an impairment charge is recognized for the amount by which the carrying amount of the asset exceeds the fair value of the asset. For long-lived assets held for sale, assets are written down to fair value, less cost to sell. Fair value is determined based on discounted cash flows, appraised values or management’s estimates, depending upon the nature of the assets. There were no impairment indicators noted for all periods presented in the consolidated financial statements for long-lived assets, including amortizable intangible assets. Debt Issuance Costs During August 2017, the Company capitalized costs totaling $4,682,830 for the Successor period from February 1, 2017 through December 31, 2017 relating to its debt issuance (see Note 8) and is amortizing these costs over the life of the related debt using the straight-line method, which approximates the effective interest method. The Company incurred and capitalized debt issuance costs of $2,315,992 and $2,789,288 for the Predecessor years ended December 31, 2016 and 2015, respectively. There were no debt issuance costs incurred for the Predecessor period from January 1, 2017 through January 31, 2017. The unamortized portion of debt issuance costs is recorded on the consolidated balance sheets as an offset to the related debt and totaled $4,347,602 at December 31, 2017 for the Successor period and $1,967,380 at December 31, 2016 for the Predecessor period. Amortization of debt issuance costs is included as a component of interest expense in the consolidated statements of operations and comprehensive (loss) income and amounts to $335,221 for the Successor period from February 1, 2017 through December 31, 2017, and $39,298, $2,670,976 and $741,450 for the Predecessor periods from January 1, 2017 through January 31, 2017 and years ended December 31, 2016 and 2015, respectively. The amortization of debt issuance costs includes the write off of debt issuance costs associated with previous debt issuance of $2,322,372 and $274,534 for the Predecessor years ended December 31, 2016 and 2015, respectively. Debt issuance costs of $1,928,089 related to debt that was assumed by the Successor Company in connection with the Stella Point acquisition (see Note 3) was written off to goodwill at the February 1, 2017 acquisition date. Advertisin Costs Advertising costs are included in other selling, general and administrative expenses in the consolidated statements of operations and comprehensive (loss) income and are expensed as incurred. The Company incurred advertising costs of $1,653,596 for the Successor period from February 1, 2017 through December 31, 2017, and $96,404, $1,124,210 and $720,030 for the Predecessor periods from January 1, 2017 through January 31, 2017 and years ended December 31, 2016 and 2015, respectively. Income Taxes The Company accounts for income taxes in accordance with U.S. 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. The Company accounts 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 by the uncertain tax position guidance, the Company recognizes the financial statement benefit of a position only after determining that 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. The Company is 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, the Company is no longer subject to U.S. federal or state and local income tax examinations by tax authorities for the years before 2011. The Company applies the uncertain tax position guidance to all tax positions for which the statute of limitations remains open. The Company’s policy is to classify interest accrued as interest expense and penalties as operating expenses. The Company does not have any material uncertain tax positions. Foreign subsidiaries of the Company are subject to taxes by local tax authorities. Forei n Currenc Translation The financial statements and transactions of the Company’s foreign operations are maintained in their functional currency, which is other than the U.S. dollar. Assets and liabilities are translated at current exchange rates in effect at the balance sheet date. Revenue and expenses are translated at the average exchange rate for each period. Translation adjustments, which result from the process of translating the financial statements of the Company’s foreign operations into U.S. dollars, are recorded as a component of accumulated other comprehensive loss. (Losses) or gains from foreign currency transactions amounted to $(17,044) for the Successor period from February 1, 2017 through December 31, 2017, and $11,608, $1,055 and $20,948 for the Predecessor periods from January 1, 2017 through January 31, 2017 and years ended December 31, 2016 and 2015, respectively, and are included in other selling, general and administrative expenses in the consolidated statements of operations and comprehensive (loss) income. Derivative Instruments The Company enters into forward foreign exchange contracts to manage the risk associated with currency fluctuations on settlement of wire transfers in foreign currencies. The Company’s forward foreign exchange contracts are denominated in Mexican pesos and Guatemalan quetzals and are for a maximum of five days. The Company’s accounting policy has been not to record the fair value of these contracts in the consolidated balance sheets as management has determined that the amounts are insignificant. Losses or gains from forward foreign exchange contract transactions are recorded in foreign exchange revenue but the amounts are insignificant for the periods presented. The Company had open forward foreign exchange contracts with notional amounts of approximately $8,200,000 and $8,100,000 at December 31, 2017 of the Successor period and $1,500,000 and $6,850,000 at December 31, 2016 of the Predecessor period for Mexico and Guatemala, respectively. Comprehensive Loss Income Comprehensive (loss) income consists of net income (loss) and the foreign currency translation adjustment and is presented in the consolidated statements of operations and comprehensive (loss) income. Share-Based Compensation The Company accounts for its share-based employee compensation expense related to incentive units, restricted stock grants and stock options under generally accepted accounting principles, which requires the measurement and recognition of compensation costs for all equity-based payment awards made to employees and directors based on estimated fair values. See Note 12 for further discussion related to share-based compensation. Segments The Company’s business is organized around one reportable segment that provides money transmittal services between the USA 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. Accountin Pronouncements The Financial Accounting Standards Board (the “FASB”) issued guidance, Presentation of Financial Statements — Going Concern The FASB issued guidance, Revenue from Contracts with Customers The FASB issued amended guidance, Business Combinations — Clarifying the Definition of a Business The FASB issued guidance, Leases, The FASB issued guidance, Improvements to Employee Share-Based Payment Accounting The FASB issued amended guidance, Statement of Cash Flows — Classification of Certain Cash Receipts and Cash Payments The FASB issued amended guidance, Restricted Cash , which requires restricted cash to be presented with cash and cash equivalents in the consolidated statements of cash flows. The amended guidance is effective for fiscal years beginning after December 15, 2017 (including interim periods within those periods). The Company will adopt this guidance in the first quarter of 2018 using a retrospective transition method for each period presented and does not expect the impact of this adoption on its consolidated financial statements to be material. The FASB issued amended guidance, Intangibles — Goodwill and other (Topic 350): Simplifying the Test for Goodwill Impairment |
INITIAL PUBLIC OFFERING (FY)
INITIAL PUBLIC OFFERING (FY) | 12 Months Ended |
Dec. 31, 2017 | |
INITIAL PUBLIC OFFERING [Abstract] | |
INITIAL PUBLIC OFFERING | 3. INITIAL PUBLIC OFFERING On January 25, 2017, the Company sold 17,500,000 Units at a purchase price of $10.00 per Unit, which included a partial exercise by the underwriters of their over-allotment option in the amount of 2,200,000 Units at $10.00 per Unit. Each Unit consists of one share of the Company’s common stock and one-half of one whole warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one share of common stock at an exercise price of $11.50 (see Note 7). No fractional Public Warrants were issued upon separation of the Units and only whole Public Warrants trade. |
PRIVATE PLACEMENT (FY)
PRIVATE PLACEMENT (FY) | 12 Months Ended |
Dec. 31, 2017 | |
PRIVATE PLACEMENT [Abstract] | |
PRIVATE PLACEMENT | 4. PRIVATE PLACEMENT Simultaneous with the Initial Public Offering, the Sponsor and Cantor purchased an aggregate of 420,000 Placement Units (390,000 Placement Units by the Sponsor and 30,000 Placement Units by Cantor) at a price of $10.00 per Unit (or an aggregate purchase price of $4,200,000). Each Placement Unit consists of one share of common stock (“Placement Share”) 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 proceeds from the Placement Units and the proceeds from the Initial Public Offering totaling $175,000,000 are held in the Trust Account. There will be no redemption rights or liquidating distributions from the Trust Account with respect to the Placement Shares or Placement Warrants. The Placement Units and their component securities are the same as the public units and their component securities except that they may not be transferable, assignable or salable until 30 days after the consummation of an initial Business Combination, subject to certain limited exceptions. |
RELATED PARTY TRANSACTIONS (FY)
RELATED PARTY TRANSACTIONS (FY) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2018 | Dec. 31, 2017 | |
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. | 5. RELATED PARTY TRANSACTIONS Founder Shares On May 28, 2015, the Company issued an aggregate of 5,298,333 shares of common stock to the Initial Stockholders (“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 are outstanding as of December 31, 2017. The Initial Stockholders have agreed not to transfer, assign or sell any of their Founder Shares (except to permitted transferees) until (i) with respect to 20% of such shares, upon consummation of the Company’s initial Business Combination, (ii) with respect to 20% of such shares, when the closing price of the Company’s common stock exceeds $12.00 for any 20 trading days within a 30-trading day period following the consummation of a Business Combination, (iii) with respect to 20% of such shares, when the closing price of the Company’s common stock exceeds $13.50 for any 20 trading days within a 30-trading day period following the consummation of a Business Combination, (iv) with respect to 20% of such shares, when the closing price of the Company’s common stock exceeds $15.00 for any 20 trading days within a 30-trading day period following the consummation of a Business Combination and (v) with respect to 20% of such shares, when the closing price of the Company’s common stock exceeds $17.00 for any 20 trading days within a 30-trading day period following the consummation of a Business Combination or earlier, in any case, if, following a Business Combination, the Company engages in a subsequent transaction (1) resulting in the Company’s shareholders having the right to exchange their shares for cash or other securities or (2) involving a consolidation, merger or other change in the majority of the Company’s board of directors or management team in which the Company is the surviving entity. Notwithstanding the foregoing, in connection with an initial Business Combination, the Initial Stockholders may transfer, assign or sell their Founder Shares with the Company’s consent to any person or entity that agrees in writing to be bound by the transfer restrictions set forth in the prior sentence. Promissory Note — Related Party Prior to the closing of the Initial Public Offering, the Company’s Sponsor loaned the Company $231,846 for expenses related to the Company’s formation and the Initial Public Offering. The loan was non-interest bearing, unsecured and due on the earlier of June 30, 2017 or the closing of the Initial Public Offering. The loan was repaid upon the closing of the Initial Public Offering on January 25, 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 Placement Warrants. There were no Working Capital Loans outstanding as of December 31, 2017 and 2016. |
Intermex Holdings, Inc. and Subsidiaries [Member] | ||
RELATED PARTY TRANSACTIONS [Abstract] | ||
RELATED PARTY TRANSACTIONS | NOTE 7 - RELATED PARTY TRANSACTIONS During the Successor periods from January 1, 2018 through June 30, 2018 and from February 1, 2017 through June 30, 2017, the Company paid a monthly management fee of $65,000, plus reimbursement of expenses, to a related party for management services, which is included in other selling, general and administrative expenses on the Company’s condensed consolidated statements of operations and comprehensive income (loss). During the Predecessor period from January 1, 2017 to January 31, 2017, all management fees were waived. There were no amounts payable to or receivable from related parties on the condensed consolidated balance sheets. Upon closing of the Merger, the management fee agreement with the related party was terminated and a one-time termination fee was included as part of transaction costs in the third quarter of 2018 (see Note 11). | NOTE 10 — RELATED PARTY TRANSACTIONS During the February 1, 2017 through December 31, 2017 Successor period, the Company was charged a monthly management fee of $65,000, plus reimbursement of expenses, to a related party for management services, which is included in other selling, general and administrative expenses on the Company’s consolidated statement of operations and comprehensive (loss) income. During the Predecessor periods, all management fee charges were waived. There were no amounts payable to or receivable from related parties on the consolidated balance sheets. The management company was reimbursed expenses of $12,403 in the Successor period from February 1, 2017 through December 31, 2017 and $18,368 in the Predecessor period during the year ended December 31, 2015. |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (FY) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2018 | Dec. 31, 2017 | |
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. | 6. COMMITMENTS AND CONTINGENCIES Registration Rights Pursuant to a registration rights agreement entered into on January 19, 2017, the holders of 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 registration rights. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lock-up period. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriters a 45-day option to purchase up to 2,295,000 additional Units to cover over-allotments, if any, at the Initial Public Offering price, less the underwriting discounts and commissions. On January 25, 2017, the underwriters exercised their over-allotment option to purchase 2,200,000 Units at a purchase price of $10.00 per Unit and waived the remaining portion of the over-allotment option to purchase up to 95,000 Units. The underwriters 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. The deferred fee will be paid in cash upon the closing of a Business Combination from the amounts held in the Trust Account, subject to the terms of the underwriting agreement. Deferred Legal Fees The Company is 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 is not completed within the Combination Period. Accordingly, the Company has recorded $25,000 as deferred legal fees payable in the accompanying consolidated balance sheet at December 31, 2017. |
Intermex Holdings, Inc. and Subsidiaries [Member] | ||
COMMITMENTS AND CONTINGENCIES [Abstract] | ||
COMMITMENTS AND CONTINGENCIES | NOTE 10 - COMMITMENTS AND CONTINGENCIES Leases The Company is party to leases for office space and branch locations, several of which are on a month-to-month basis. Rent expense under all operating leases, included in other selling, general and administrative expenses in the condensed consolidated statements of operations and comprehensive income (loss), amounted to $486,538 and $428,840 for the three months ended June 30, 2018 and 2017, respectively, $927,138 for the six months ended June 30, 2018, $714,929 for the Successor period from February 1, 2017 through June 30, 2017, and $135,636 for the Predecessor period from January 1, 2017 through January 31, 2017. In April 2018, the Company renegotiated its corporate lease to extend the term through November 2025. At June 30, 2018 future minimum rental payments required under operating leases for the remainder of 2018 and thereafter are as follows for the Successor Company: 2018 $ 682,730 2019 1,202,361 2020 918,872 2021 822,439 2022 738,385 2023 753,692 Thereafter 1,438,239 $ 6,556,718 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 and two territories. 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. | NOTE 14 — COMMITMENTS AND CONTINGENCIES Liti ation 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. Leases The Company is party to office leases requiring aggregate monthly payments of $143,565. Several of the leases are on a month-to-month basis. Rent expense under all operating leases, included in other selling, general and administrative expenses in the consolidated statements of operations and comprehensive (loss) income, amounted to $1,605,715 for the Successor period from February 1, 2017 through December 31, 2017, and $135,636, $1,495,526 and $1,332,388 for the Predecessor periods from January 1, 2017 through January 31, 2017 and years ended December 31, 2016 and 2015, respectively. Future minimum rental payments required under operating leases that have non-cancelable lease terms in excess of one year at December 31, 2017 are as follows: 2018 $ 1,389,126 2019 1,152,447 2020 772,735 2021 108,496 Thereafter 6,645 Total future minimum payments $ 3,429,449 Contingencies The Company operates in 49 states and two territories. 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. |
STOCKHOLDER'S EQUITY AND SHARE-
STOCKHOLDER'S EQUITY AND SHARE-BASED COMPENSATION (FY) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2018 | Dec. 31, 2017 | |
STOCKHOLDER'S EQUITY AND SHARE-BASED COMPENSATION [Abstract] | ||
STOCKHOLDER'S EQUITY AND SHARE-BASED COMPENSATION | 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. | 7. STOCKHOLDERS’ EQUITY Preferred Stock Common Stock Warrants The Private Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Warrants and the common stock issuable upon the exercise of the Private Warrants will not be 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’ prior written notice of redemption; ● if, and only if, the 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 ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders; and ● 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. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. |
Intermex Holdings, Inc. and Subsidiaries [Member] | ||
STOCKHOLDER'S EQUITY AND SHARE-BASED COMPENSATION [Abstract] | ||
STOCKHOLDER'S EQUITY AND SHARE-BASED COMPENSATION | NOTE 8 – STOCKHOLDER’S EQUITY AND SHARE-BASED COMPENSATION At June 30, 2018 and December 31, 2017, the Company was authorized to issue 1,000 shares of common stock and had 10 shares of common stock issued and outstanding at $0.01 par value per share. All shares are held by Intermex Holdings II, Inc, which is a wholly-owned subsidiary of Interwire LLC, a company formed for the sole purpose of funding the Stella Point acquisition (see Note 2). To fund the acquisition, Interwire LLC authorized and issued to Stella Point and other minority stockholders 520,000 and 124,100 Class A units for $52,000,000 and $12,410,000, respectively. In addition, Interwire LLC issued Class B, C and D incentive units to employees of the Company. As these units are issued as compensation to the Company’s employees, the expense is recorded by the Company. For the three and six months ended June 30, 2018, the Company recorded $484,805 and $712,597 of share-based compensation expense related to the Class B incentive units, respectively, which vest 20% on the grant date and an additional 20% on each anniversary thereafter. Share-based compensation expense for the three months ended June 30, 2017 and the Successor period from February 1, 2017 through June 30, 2017 was $217,757 and $1,247,215, respectively. The performance conditions related to the Class C and D units were not considered probable of being achieved as of June 30, 2018 or December 31, 2017, and therefore, no compensation expense has been recognized. Shared-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 Point acquisition. At June 30, 2018, the unrecognized compensation expense related to the incentive units was $2,237,187, $1,014,983 and $726,696 for Classes B, C, and D, respectively. All remaining unrecognized expense was accelerated in the third quarter of 2018 upon consummation of the Merger (see Note 11). During the Successor period from January 1, 2018 through June 30, 2018, the number of units and the weighted-average grant date fair value for the incentive units are as follows: Successor Company 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 (2,720,000 ) 0.4875 - - - - Outstanding at June 30, 2018 5,162,000 $ 0.4884 4,875,000 $ 0.2082 4,875,000 $ 0.1491 | NOTE 12 — STOCKHOLDER’S EQUITY AND SHARE-BASED COMPENSATION Successor Compan Common Stock At December 31, 2017, the Successor Company was authorized to issue 1,000 shares of common stock and had 10 shares of common stock issued and outstanding at $0.01 par value per share. The holders of the shares are entitled to one vote per share on all matters to be voted on by the stockholders of the INC. Each holder is entitled to share equally, share for share, dividends declared, as well as any distributions to the stockholders, and in the event of the INC’s liquidation, dissolution or winding up, is entitled to share ratably in any remaining assets after payment of or provision for liabilities. All shares are held by Intermex Holdings II, Inc, which is a wholly-owned subsidiary of Interwire LLC, a company formed for the sole purpose of funding the Stella Point acquisition (see Note 3). To fund the acquisition, Interwire LLC authorized and issued 520,000 and 124,100 Class A units for $52,000,000 and $12,410,000, respectively, to Stella Point and other minority stockholders. In addition, Interwire LLC issued Class B, C and D units to employees of the Company. As these units are issued to the Company’s employees, the expense is recorded by the Company and Interwire LLC’s incentive units are described below. Dividend Distributions During the Successor period from February 1, 2017 through December 31, 2017, the Company distributed $20,178,000 in cash dividends to its stockholder. The dividends were distributed out of the cash proceeds from the new term loan in 2017 discussed in Note 8 and were recorded as a reduction to additional paid-in capital. Incentive Units In connection with the Stella Point acquisition (see Note 3), effective February 1, 2017, Interwire LLC issued Class B, C and D incentive units to employees of the Company. Incentive units were issued as compensation for the performance of services to the Company, and no capital contributions were required to be made by the employees in connection with the issuance of these units. These incentive units have no voting rights, and in the event any incentive units are forfeited, they are added back into the pool of authorized units. Incentive units authorized and issued during the Successor period from February 1, 2017 through December 31, 2017 consisted of the following: Incentive Units Authorized Units Issued February 2017 Units Issued September 2017 Class B 10,000,000 9,055,000 665,000 Class C 5,000,000 4,527,500 332,500 Class D 5,000,000 4,527,500 332,500 Authorized but unissued incentive units of each unit class are reserved for issuance at the discretion of the Interwire LLC Board of Directors. Interwire LLC has the option to repurchase the incentive units at fair value or a discount depending on whether the employee terminates with or without good reason. However, at December 31, 2017 of the Successor period, no liability was recorded for these repurchase options as none of the liability criteria in the share-based compensation guidance were met. The grant date fair value of the incentive units was calculated using the Monte Carlo Simulation. This approach derives the fair value of the incentive units based on certain assumptions related to expected volatility, expected term, risk-free interest rate and dividend yield. Expected volatilities are based on observed volatilities of similar publicly-traded companies, and the expected term is based on a formula that considers the vesting terms and the original contract term of the incentive unit awards. The risk-free rate is based on the U.S. Treasury yield curve, and the selected dividend yield assumption is determined in view of Interwire LLC’s historical and estimated dividend payout. The following are the assumptions used in calculating the fair value of the units at the grant date: Period from February 1, 2017, to December 31, 2017 Expected dividend yield 0 % Expected volatility 46.9 % Risk-free interest rate 2.1 % Expected term (in years) 6.0 The grant date fair value per unit for each class of incentive unit for the Successor period from February 1, 2017 to December 31, 2017 were as follows: Incentive Units Per Unit 2017 Per Unit Class B $ 0.4872 $ 0.4948 Class C $ 0.2077 $ 0.2126 Class D $ 0.1485 $ 0.1535 Class B incentive units vest 20% on the grant date, and an additional 20% on each anniversary thereafter, until fully vested after the fourth anniversary date. The fair value of the Class B awards is expensed ratably over a four-year service period. Compensation expense associated with the Class B incentive units recognized for the Successor period from February 1, 2017 through December 31, 2017 was $1,845,943 and is included in salaries and benefits in the consolidated statements of operations and comprehensive (loss) income with an offset to additional paid in capital in the consolidated balance sheet. There were no related tax benefits recognized by the Company. The Class C and D incentive units vest only after each unit class has achieved certain distribution thresholds, which are at the discretion of the Interwire LLC Board of Directors. Therefore, these incentive units are considered performance-based awards that do not start to vest until the performance conditions are probable of being achieved. The performance conditions related to the Class C and D units were not considered probable of being achieved in the Successor period, and therefore, no compensation expense was recognized, and there was no vesting. At December 31, 2017, the unrecognized compensation expense related to the incentive units was $2,895,047, $1,010,852 and $723,439 for Classes B, C, and D, respectively. During the Successor period from February 1, 2017 through December 31, 2017, 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 Granted during Successor Period 9,720,000 $ 0.4878 4,860,000 $ 0.2080 4,860,000 $ 0.1489 Vested (1,944,000 ) 0.4878 — — — — Forfeited (304,000 ) 0.4872 (190,000 ) 0.2077 (190,000 ) 0.1485 Outstanding at December 31, 2017 7,472,000 $ 0.4879 4,670,000 $ 0.2080 4,670,000 $ 0.1489 Predecessor Compan Common Stock At December 31, 2016, the Predecessor Company was authorized to issue 200,000,000 shares of common stock, $0.01 par value per share, and had 81,879,165 shares of common stock issued and outstanding. In connection with the acquisition by Stella Point (see Note 3), all the common stock outstanding was either exchanged by equity holders for cash or rolled over into equity of Interwire LLC. Dividend Distributions During the Predecessor years ended December 31, 2016 and December 31, 2015, the INC distributed $1,286,995 and $18,144,839, respectively, in cash dividends to its stockholders. The dividends were distributed from cash proceeds of its term loan. No dividend was distributed during the Predecessor period from January 1, 2017 through January 31, 2017. Stock Incentive Plan With the consent of the INC’s stockholders and Board of Directors, effective January 11, 2012, the INC established the Intermex Holding, Inc. Stock Incentive Plan, (the “Stock Incentive Plan” or “Plan”). The Plan provided for the issuance of 22,275,000 stock options or restricted shares (par value $0.01 per share). A committee established under the Plan (the “Committee”) determined the officers and employees of the Company to whom awards were granted. All shares provided under the Plan related to shares of common stock of the INC. Shares to be optioned and sold were made available from either authorized, but unissued common stock of the INC, or common stock held by the INC in its treasury. Awards issued under the Stock Incentive Plan consisted of restricted stock grants and stock options. Restricted Stock Grants During 2012, 12,625,005 restricted shares were issued to certain employees of the Company, with 25% vesting as of the grant date and a further 15% vesting on June 30, 2012 through June 30, 2016. On September 23, 2013, 1,402,776 additional restricted shares were issued to the CEO of the INC, with 20% vesting on September 23 rd The fair value of the restricted shares granted on January 11, 2012 amounted to $0.0060 per share, which was calculated by performing a valuation of the INC’s total equity as of the grant date using income and market-based approaches. These approaches derive the fair value of restricted shares based on certain assumptions related to expected stock price volatility, expected term, risk-free interest rate and dividend yield. Expected volatilities were based on observed volatility of similar publicly-traded companies, and the expected term was based on a formula that considers the vesting terms and the original contract term of the restricted shares. The risk-free rate was based on a U.S. Treasury yield and the selected dividend yield assumption was determined in view of the INC’s historical and estimated dividend payout. The fair value of the restricted shares granted on September 23, 2013 amounted to $0.1838 per share, which was determined using a recently traded stock transaction. Upon the change of control resulting from the Stella Point acquisition, effective February 1, 2017, all vesting was accelerated for the restricted stock grants and $103,405 was recognized as compensation expense and included in salaries and benefits in the consolidated statements of operations and comprehensive (loss) income in the Predecessor period from January 1, 2017 through January 31, 2017. The INC recognized $62,563 and $62,839 of compensation expense, included in salaries and benefits in the consolidated statements of operations and comprehensive (loss) income, over the employee service period for the years ended December 31, 2016 and 2015, respectively. There was no related tax benefit recognized by the INC for any of the periods presented in the consolidated financial statements. No compensation expense related to restricted stock grants was recognized in the Successor period from February 1, 2017 through December 31, 2017. Stock Options On September 23, 2013 and December 16, 2013, 4,348,610 and 701,338, options to purchase common stock were issued, respectively, to certain employees of the Company under the Stock Incentive Plan. The exercise price of the stock options was determined by the plan Committee but could not be less than 100% of the fair market value per share of the common stock on the date the option was granted by the Committee. The options issued on September 23, 2013 and December 16, 2013 were assigned an exercise price of $0.1838 and $0.2726 per share, respectively, an amount which the Committee determined was the fair market value of the shares. During 2016, pursuant to consent by the Committee, the exercise price was reduced to $0.05 and $0.14 per share, respectively. The options only vest upon a change of control event, therefore, the reduction in exercise price had no impact on the Company’s financial statements in 2016 since the vesting criteria had not been met. The issued options were “nonqualified stock options.” There were no stock options granted under the Plan subsequent to December 16, 2013. The INC used the Black-Scholes option-pricing model to determine the fair value of stock options on the date of grant. This model derives the fair value of stock options based on certain assumptions related to expected stock price volatility, expected option life, risk-free interest rate and dividend yield. The INC’s expected volatility is based on a blend of the historical and implied volatility of similar market participants’ stock price over the most recent period commensurate with the expected term of the stock option award. The estimated expected option life is based on a formula that considers the vesting terms and the original contract term of the stock option awards. The risk-free interest rate assumption is based upon the U.S. Treasury yield curve appropriate for the estimated life of the INC’s stock options awards and the selected dividend yield assumption was determined in view of the INC’s historical and estimated dividend payout. Upon the change of control resulting from the Stella Point acquisition, effective February 1, 2017, all stock options outstanding became fully vested and all were exercised, and the INC recognized $2,812,919 of compensation expense in the Predecessor period from January 1, 2017 through January 31, 2017 included in salaries and benefits in the consolidated statements of operations and comprehensive (loss) income. The INC will be allowed a tax deduction on its 2017 income tax return for the compensation expense recognized for these options that became fully vested. The INC recognized no compensation expense related to the stock options for the Predecessor years ended December 31, 2016 and 2015 as no vesting criteria had been met during those years. Additionally, there was no related tax benefits recognized by the INC in the Predecessor years ended December 31, 2016 and 2015. No options were granted during all the periods presented in the consolidated financial statements. During the Predecessor year ended December 31, 2016, 175,347 options were forfeited. No options were forfeited during the Predecessor period from January 1, 2017 through January 31, 2017 and Predecessor year ended December 31, 2015. At December 31, 2016, there were 4,874,511 nonvested options outstanding with a weighted average exercise price of $0.20. No options were outstanding after the change of control discussed above resulting from the Stella Point acquisition. |
INCOME TAXES (FY)
INCOME TAXES (FY) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2018 | Dec. 31, 2017 | |
INCOME TAXES [Abstract] | ||
INCOME TAXES | 8. INCOME TAX Information for the year ended December 31, 2016 and for the period from May 28, 2015 (inception) through December 31, 2015 is not presented as it is deemed to be not material. The Company’s net deferred tax assets are as follows: December 31, 2017 Deferred tax asset Organizational costs/Startup expenses $ 216,951 Total deferred tax assets 216,951 Valuation allowance (216,951 ) Deferred tax asset, net of allowance $ — The income tax provision consists of the following: Year Ended December 31, 2017 Federal Current $ 436,721 Deferred (216,951 ) State Current $ — Deferred — Change in valuation allowance 216,951 Income tax provision $ 436,721 As of December 31, 2017, the Company had no U.S. federal and state net operating loss carryovers (“NOLs”) available to offset future taxable income. In accordance with Section 382 of the Internal Revenue Code, deductibility of the Company’s NOLs may be subject to an annual limitation in the event of a change in control as defined under the regulations. In assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion of all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. For the year ended December 31, 2017, the change in the valuation allowance was $216,951. A reconciliation of the federal income tax rate to the Company’s effective tax rate at December 31, 2017 is as follows: Year Ended December 31, 2017 Statutory federal income tax rate 34.0 % State taxes, net of federal tax benefit 0.0 % Deferred tax rate change 53.4 % Change in valuation allowance 86.3 % Income tax provision 173.7 % The Company files income tax returns in the U.S. federal jurisdiction and in various state and local jurisdictions and is subject to examination by the various taxing authorities. The Company considers Pennsylvania to be a significant state tax jurisdiction. | |
Intermex Holdings, Inc. and Subsidiaries [Member] | ||
INCOME TAXES [Abstract] | ||
INCOME TAXES | NOTE 9 - INCOME TAXES A reconciliation between the income tax expense (benefit) at the US statutory tax rate and the Company’s income tax provision (benefit) on the condensed consolidated statements of operations and comprehensive income (loss) is below: Successor Company Predecessor Company Three Months Ended June 30, Six Months Ended June 30, Period from February 1, 2017 to June 30, Period from January 1, 2017 to January 31, 2018 2017 2018 2017 2017 (Unaudited) Income (loss) before income taxes $ 2,668,244 $ 1,517,237 $ 1,920,955 $ (5,243,578 ) $ (5,521,794 ) US statutory tax rate 21 % 34 % 21 % 34 % 34 % Income tax expense (benefit) at statutory rate 560,331 515,861 403,401 (1,782,817 ) (1,877,410 ) State tax expense (benefit), net of federal 156,527 38,064 116,242 8,575 (278,657 ) Foreign tax rates different from US statutory rate 25,947 (6,254 ) 33,264 90,003 (45,631 ) Non-deductible expenses 89,671 (303,917 ) 72,055 2,928,445 409 Other (8,587 ) - (8,590 ) - (2,084 ) Total tax provision (benefit) $ 823,889 $ 243,754 $ 616,372 $ 1,244,206 $ (2,203,373 ) Effective income tax rates for interim periods are based upon our current estimated annual rate. Our 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 income (loss) was impacted by state taxes, non-deductible expenses such as share-based compensation expense and 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 United States 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. Due to the timing of the Act and the complexity involved in applying the provisions of the Act, the Company made a reasonable estimate of the effects 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 laws 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 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. In the first half of 2018, there were no such adjustments made to the provisional amounts recorded in December 2017. As of June 30, 2018, the Company did not have any amounts accrued for interest and penalties or recorded for uncertain tax positions. | NOTE 13 — INCOME TAXES The provision for income taxes consists of the following: Successor Company Predecessor Company Period from February 1, 2017 to December 31, 2017 Period from January 1, 2017 to January 31, 2017 Year Ended December 31, 2016 Year Ended December 31, 2015 (as Restated) (as Restated) Current tax provision: Foreign $ 164,126 $ 10,977 $ 184,058 $ 143,954 Federal 329 1 180,654 76,204 Total Current 164,455 10,978 364,712 220,158 Deferred tax provision (benefit): Federal 595,682 (1,791,686 ) 4,537,301 3,492,740 State (225,735 ) (422,665 ) (818,358 ) 478,745 Total deferred 369,947 (2,214,351 ) 3,718,943 3,971,485 Total tax provision (benefit) $ 534,402 $ (2,203,373 ) $ 4,083,655 $ 4,191,643 A reconciliation between the tax provision (benefit) at the US statutory tax rate to the Company’s tax provision (benefit) on the consolidated statements of operations and comprehensive (loss) income is below: Successor Company Predecessor Company Period from February 1, 2017 to December 31, 2017 Period from January 1, 2017 to January 31, 2017 Year Ended December 31, 2016 Year Ended December 31, 2015 (as Restated) (as Restated) (Loss) income before income taxes $ (9,639,051 ) $ (5,521,794 ) $ 13,483,681 $ 9,949,467 US statutory tax rate 34 % 34 % 34 % 34 % Income tax (benefit) expense at statutory rate (3,277,277 ) (1,877,410 ) 4,584,452 3,382,819 State tax expense (benefit), net of federal (182,027 ) (278,657 ) 574,478 338,818 Foreign tax rates different from US statutory rate 94,688 (45,631 ) 124,107 50,267 Non-deductible expenses 3,309,549 409 (58,494 ) 6,772 Change in tax rate 604,153 — (1,070,363 ) 405,866 Other (14,684 ) (2,084 ) (70,525 ) 7,101 Total tax provision (benefit) $ 534,402 $ (2,203,373 ) $ 4,083,655 $ 4,191,643 The tax provision recognized in the Successor period from February 1, 2017 through December 31, 2017 was impacted by non-deductible expenses, including equity compensation and transaction costs. As explained in detail below, the effective tax rate for the Successor period from February 1, 2017 through December 31, 2017 is also affected by a reduction in the corporate tax rate from 34% to 21% as a result of the Act. For the Predecessor years ended December 31, 2016 and 2015, the Company recorded an income tax (benefit) expense of ($1,070,363) and $405,866, respectively, as a result of changes to the blended state tax rate. The Company is subject to tax in various U.S. state jurisdictions. Changes in the annual allocation and apportionment of the Company’s activity amongst these state jurisdictions results in changes to the blended state rate utilized to measure the Company’s deferred tax assets and liabilities. The tax effect of temporary differences, which give rise to deferred tax assets and deferred tax liabilities at December 31 is as follows: Successor Company 2017 Predecessor Company 2016 Deferred tax assets: Net operating losses $ 10,582,599 $ 14,793,711 Allowance for doubtful accounts 211,926 239,789 Deferred rent — 15,553 Intangibles — 11,499,513 Transaction costs 532,651 770,220 Alternative minimum tax credit 272,186 271,937 Depreciation — 141,021 Other 72,321 126,621 Total deferred tax assets 11,671,683 27,858,365 Deferred tax liabilities: Depreciation (500,343 ) — Intangibles (9,422,486 ) — Other — (42,253 ) Total deferred tax liabilities (9,922,829 ) (42,253 ) Net deferred tax (liability) asset $ 1,748,854 $ 27,816,112 At December 31, 2017 of the Successor period, the Company had Federal and State net operating loss carryforwards of approximately $39,753,000 and $46,535,000, respectively, which are available to reduce future taxable income. With few exceptions, these net operating loss carryforwards will expire from 2029 through 2037. On February 1, 2017, the Company was acquired by Stella Point, which was considered a change of ownership under Internal Revenue Code Section 382. After the change of ownership, utilization of the Company’s net operating loss carryforwards is now subject to an annual limitation. The Company has recorded a deferred tax asset for only the portion of its net operating loss carryforward that it expects to realize before expiration. In December 2017, the Company entered into a definitive merger agreement with FinTech (see Note 15), which could also result in a change of ownership under Internal Revenue Code Section 382. Utilization of the Company’s net operating loss and credit carryforwards may be subject to substantial limitation due to the ownership change, which may result in expiration of these tax attributes. In accordance with criteria under FASB ASC 740, Income Taxes On December 22, 2017, the United States enacted tax reform legislation known as the H.R.1, commonly referred to as the “Tax Cuts and Jobs Act” (the “Act”), resulting in significant modifications to existing law. Due to the timing of the Act and the complexity involved in applying the provisions of the Act, the Company 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, the Company has recorded a provisional one-time increase in income tax expense of $656,000 for the Successor period from February 1, 2017 through December 31, 2017, which consists primarily of the remeasurement of deferred tax assets and liabilities from 34% to 21%. The Company does not expect to incur a liability related to the one-time deemed repatriation transition tax on unrepatriated foreign earnings, as its foreign subsidiaries have a combined accumulated deficit at December 31, 2017 of the Successor period. As the Company collects and prepares necessary data, and interprets the Act and any 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. 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. |
FAIR VALUE MEASUREMENTS (FY)
FAIR VALUE MEASUREMENTS (FY) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2018 | Dec. 31, 2017 | |
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 | 9. FAIR VALUE MEASUREMENTS The Company classifies its U.S. Treasury and equivalent securities as held-to-maturity in accordance with 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 consolidated balance sheet and adjusted for the amortization or accretion of premiums or discounts. Cash held in the Trust Account amounted to $6,050 and $0 at December 31, 2017 and 2016. The gross holding gains and fair value of held-to-maturity securities at December 31, 2017 and 2016 were as follows: Held-To-Maturity Amortized Cost Gross Holding Losses Fair Value December 31, 2017 U.S. Treasury Securities (Mature on 1/18/2018) $ 175,877,136 $ (80,806 ) $ 175,796,330 December 31, 2016 $ — $ — $ — 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 that are measured at fair value on a recurring basis at December 31, 2017 and 2016, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level December 31, 2017 December 31, 2016 Assets: Cash and marketable securities held in Trust Account 1 $ 175,883,186 $ — |
Intermex Holdings, Inc. and Subsidiaries [Member] | ||
FAIR VALUE MEASUREMENTS [Abstract] | ||
FAIR VALUE MEASUREMENTS | NOTE 6 - FAIR VALUE MEASUREMENTS 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- 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 6 of the Company’s Audited Financial Statements. 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. The Company’s financial instruments that are not measured at fair value on a recurring basis include its revolver and term loan. The estimated fair value of the term loan would approximate book value as the debt bears a market interest rate that adjusts periodically. The estimated fair value of the revolver would approximate face value given the payment schedule and interest structure. | NOTE 9 — FAIR VALUE MEASUREMENTS The Company determines fair value in accordance with the provisions of FASB ASC 820, Fair Value Measurements and Disclosures 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 discussed in Note 3. Refer to Note 6 for a further discussion related to the fair value measurements. 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 maturities of these items. The Company’s financial instruments that are not measured at fair value on a recurring basis include its revolver and term loan. The Company utilizes a market approach to estimate the fair value of its term loan, using Level 2 inputs, by discounting anticipated future cash flows derived from the contractual terms of the obligation and observable market interest rates. At December 31, 2017 of the Successor period the estimated fair value of the term loan was $96.2 million, or 100.5% of its face value. The estimated fair value of the revolver would approximate face value given the payment schedule and interest structure. |
MERGER AGREEMENT AND MERGER ANN
MERGER AGREEMENT AND MERGER ANNOUNCEMENT (FY) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2018 | Dec. 31, 2017 | |
MERGER AGREEMENT AND MERGER ANNOUNCEMENT [Abstract] | ||
MERGER AGREEMENT AND MERGER ANNOUNCEMENT | 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. | 10. MERGER AGREEMENT On December 19, 2017, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and among the Company, Merger Sub 1, Merger Sub 2 (together with Merger Sub 1, the “Merger Subs”), Intermex and SPC Intermex Representative LLC (the “Representative”), which provides for the acquisition of Intermex by the Company pursuant to the proposed merger of Merger Sub 1 with and into Intermex with Intermex continuing as the initial surviving entity (the “First Merger”), immediately following which the initial surviving entity will be merged (the “Second Merger,” and together with the First Merger, the “Merger”) with and into Merger Sub 2, with Merger Sub 2 continuing as the surviving entity and a direct wholly owned subsidiary of the Company. As a result of the Merger, each outstanding share of Intermex common stock (“Intermex Common Stock”) will convert 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. Pursuant to the Merger Agreement, the aggregate consideration to be paid by the Company in the Merger will consist of (i) $92,000,000 in cash ($2,000,000 of which will be placed in escrow at closing as security for working capital adjustments), (ii) approximately $161,000,000 in shares of the Company’s common stock, subject to adjustment in accordance with the terms of the Merger Agreement, and (iii) an amount (as determined in accordance with the Merger Agreement) equal to any excess cash at Intermex at the time of the closing in the form of cash or additional shares of the Company’s common stock, at the option of the Company, subject to certain limited exceptions. The cash consideration will be funded from the cash held in the Company’s Trust Account after permitted redemptions. Each of Intermex, the Company and the Merger Subs have made representations, warranties and covenants in the Merger Agreement that are customary for transactions of this nature. The representations and warranties of the Company, the Merger Subs and Intermex will not survive the closing of the Merger. Consummation of the transactions contemplated by the Merger Agreement is subject to customary conditions of the respective parties, including, among others, that (i) the Merger be approved by the Company’s stockholders and Intermex’s stockholder; (ii) there has been no material adverse effect with respect to Intermex or the Company since the date of the Merger Agreement; (iii) the organizational documents of the Company will be amended and restated as described in the Merger Agreement; (iv ) the parties will have received certain governmental consents and authorizations to the Merger; (v) all applicable waiting periods and any extensions thereof under applicable antitrust, competition or similar laws will have expired or been terminated; and (vi) the Company will have at least $125,000,000 in its Trust Account as of the closing, after giving effect to the redemption of public shares by the Company’s public stockholders and the payment of deferred underwriting fees. The Merger Agreement provides that, upon consummation of the Merger, the Company will enter into a registration rights agreement and a shareholders agreement. Concurrently with the execution of the Merger Agreement, the Company, Intermex and certain existing Company stockholders entered into a Voting Agreement (the “Voting Agreement”). Pursuant to the Voting Agreement, the stockholders party thereto have agreed to, among other things, vote all of the shares of the Company’s common stock held by such stockholders (i) in favor of the adoption of the Merger Agreement and approval of the Merger and the other transactions contemplated by the Merger Agreement; (ii) against any actions that would result in a breach by the Company of any obligations contained in the Merger Agreement; (iii) in favor of the proposals set forth in the Company’s preliminary proxy statement/prospectus (and definitive proxy statement/prospectus, when available) to be filed with the SEC relating to the Merger; and (iv) against alternative proposals or transactions to the Merger. The Voting Agreement generally prohibits the stockholders party thereto from transferring, or permitting to exist any liens on, their shares of the Company’s common stock prior to the consummation of the Merger. The Voting Agreement will automatically terminate upon the first to occur of (i) the closing of the Merger and (ii) the termination of the Merger Agreement in accordance with its terms. |
Intermex Holdings, Inc. and Subsidiaries [Member] | ||
MERGER AGREEMENT AND MERGER ANNOUNCEMENT [Abstract] | ||
MERGER AGREEMENT AND MERGER ANNOUNCEMENT | NOTE 15 — MERGER ANNOUNCEMENT FinTech Mer ger On December 19, 2017, Intermex Holdings II, Inc., the sole stockholder of the INC, entered into a definitive merger agreement with FinTech Acquisition Corp. II (“FinTech”), an entity listed on the Nasdaq Capital Market (NASDAQ), whereby FinTech will acquire the Company and will be renamed International Money Express, Inc. The merged company is expected to continue to be listed on NASDAQ. The aggregate consideration in the merger will consist of (i) $92,000,000 in cash ($2,000,000 of which will be placed in escrow at closing as security for working capital adjustments), (ii) approximately $161,000,000 in shares of FinTech’s common stock, subject to an adjustment in accordance with the terms of the merger agreement, and (iii) an amount equal to any excess cash at the Company at the time of the closing in the form of cash or additional shares of the FinTech’s common stock, at the option of the FinTech, subject to certain limited exceptions. The cash consideration will be funded from the cash held in FinTech’s Trust Account after permitted redemptions. The merger is expected to close in the second quarter of 2018, pending money transfer license approvals, FinTech stockholder approval and other customary closing conditions. |
SUBSEQUENT EVENTS (FY)
SUBSEQUENT EVENTS (FY) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2018 | Dec. 31, 2017 | |
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. | 11. SUBSEQUENT EVENTS The Company evaluates subsequent events and transactions that occur after the consolidated balance sheet date up to the date that the consolidated financial statements were issued. Other than as described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the consolidated financial statements. In January 2018, the Company withdrew $562,554 from interest earned on the Trust Account to pay franchise and income taxes payable. |
Intermex Holdings, Inc. and Subsidiaries [Member] | ||
SUBSEQUENT EVENTS [Abstract] | ||
SUBSEQUENT EVENTS | NOTE 11 – SUBSEQUENT EVENTS - FINTECH MERGER On July 26, 2018 (“Closing Date”), FinTech consummated the previously announced transactions contemplated by the Agreement and Plan of Merger, dated as of December 19, 2017, by and among FinTech, Merger Sub 1, Merger Sub 2, Intermex and SPC Intermex. The transactions 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”). In connection with the closing of the Merger, FinTech changed its name from FinTech Acquisition Corp. II to International Money Express, Inc. and Merger Sub 2 changed its name from FinTech Merger Sub 2, LLC to International Money Express Sub 2, LLC. 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 4,938,232 shares of its common stock at a redemption price of $10.086957 per share, resulting in a total payment to redeeming stockholders of approximately $49.8 million. The aggregate consideration paid in the Merger consisted of (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 36,182,783 shares of International Money Express, Inc outstanding common stock, warrants to purchase 8,959,999 shares of common stock and 3,371,389 shares reserved for issuance under the International Money Express, Inc. 2018 Equity Compensation Plan, of which stock options to purchase 2,763,219 shares of common stock and restricted stock units in respect of 21,189 shares of common stock were granted to employees and independent directors of the Company in connection with the completion of the transactions. 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. | NOTE 16 — SUBSEQUENT EVENTS The INC has evaluated subsequent events through March 26, 2018, which is the date these consolidated financial statements were available to be issued. The INC is not aware of any other subsequent events which would require recognition or disclosure in the consolidated financial statements other than those already disclosed. |
ACQUISITION BY STELLA POINT (FY
ACQUISITION BY STELLA POINT (FY) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2018 | Dec. 31, 2017 | |
Intermex Holdings, Inc. and Subsidiaries [Member] | ||
ACQUISITION BY STELLA POINT [Abstract] | ||
ACQUISITION BY STELLA POINT | NOTE 2 – ACQUISITION BY STELLA POINT On February 1, 2016, the Company and its majority owner at the time, Lindsay Goldberg LLC, entered into an agreement with Stella Point, acquirer, for the sale of the Company. This acquisition was accounted for as a business combination and became effective on February 1, 2017 for a transaction price 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 the Company’s outstanding debt and an additional funding of $5,000,000 of Company debt. There was no contingent consideration in the transaction. As a result, Stella Point acquired 80.7% of the voting equity interest in the Company and other minority stockholders acquired the remaining interest, none individually greater than 10%. The purchase price in excess of the fair value of acquired assets was accounted for as goodwill, as discussed further below. Net Assets Acquired The acquisition method for a business combination requires that the assets acquired and liabilities assumed be recognized at their allocated fair values as 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 of a trade name, agent relationships and developed technology. The excess of the purchase consideration over the fair value of net tangible and identifiable intangible assets acquired was recorded as goodwill, which is attributable to the workforce 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. Acquisition-Related Costs Direct costs related to the Stella Point acquisition were expensed as incurred and included as “transaction costs” in the condensed consolidated statements of operations and comprehensive income (loss). Such costs amounted to $6,212,602 for the Successor period from February 1, 2017 through June 30, 2017, and $3,917,188 for the Predecessor period from January 1, 2017 through January 31, 2017. The transaction costs in the condensed consolidated statements of operations and comprehensive income (loss) for the three and six months ended June 30, 2018 in the amount of $2,553,301 and $4,014,311, respectively, relate to the merger with FinTech (see Note 11 for further discussion). These acquisition-related costs include 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. | NOTE 3 — ACQUISITION BY STELLA POINT On February 1, 2016, the Company and its majority owner at the time, Linsday Goldberg LLC, entered into an agreement with Stella Point, acquirer, for the sale of the Company. This acquisition was accounted for as a business combination and became effective on February 1, 2017 for a transaction price 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 the Company’s outstanding debt and an additional funding of $5,000,000 of Company debt. There was no contingent consideration in the transaction. As a result, Stella Point acquired 80.7% of the voting equity interest in the Company and other minority stockholders acquired the remaining interest, none individually greater than 10%. The purchase price in excess of the fair value of acquired assets was accounted for as goodwill as discussed further below. Net Assets Acquired The acquisition method for a business combination requires that the assets acquired and liabilities assumed be recognized at their allocated fair values as of the February 1, 2017 acquisition date, which is summarized below: Successor Company Cash $ 43,064,931 Accounts receivables 27,183,489 Prepaid and other current assets 560,934 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 of a trade name, agent relationships and developed technology. The excess of the purchase consideration over the fair value of net tangible and identifiable intangible assets acquired was recorded as goodwill which is attributable to the workforce and reputation of Intermex. The accounting for this business combination has been completed, therefore the measurement period is closed. The Company does not expect goodwill to be deductible for income tax purposes. Acquisition-Related Costs Direct costs related to the Stella Point acquisition are expensed as incurred and included as “transaction costs” in the consolidated statements of operations and comprehensive (loss) income. Such costs amounted to $6,212,602 for the Successor period from February 1, 2017 through December 31, 2017, and $3,917,188, $900,530 and $1,609,034 for the Predecessor periods from January 1, 2017 through January 31, 2017 and the years ended December 31, 2016 and 2015, respectively. The remaining transaction costs on the consolidated statements of operations and comprehensive (loss) income for the Successor period from February 1, 2017 through December 31, 2017 in the amount of $2,492,899 relate to the anticipated merger with FinTech (see Note 15 for further discussion). These costs include 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. |
NOTES RECEIVABLE (FY)
NOTES RECEIVABLE (FY) | 12 Months Ended |
Dec. 31, 2017 | |
Intermex Holdings, Inc. and Subsidiaries [Member] | |
NOTES RECEIVABLE [Abstract] | |
NOTES RECEIVABLE | NOTE 4 — NOTES RECEIVABLE The Company had notes receivable from agents at December 31 as follows: Successor Company Predecessor Company 2016 Notes receivable, current $ 740,068 $ 525,440 Allowance (434,210 ) (313,696 ) Net current $ 305,858 $ 211,744 Notes receivable, long-term 608,396 444,981 Allowance (248,432 ) (209,259 ) Net long-term $ 359,964 $ 235,722 The net current portion is included in other prepaid expenses and current assets, and the net long-term portion is included in other assets in the consolidated balance sheets. The notes have interest rates ranging from 0% to 20% per annum. Most of the notes are collateralized by personal guarantees from the sending agents and by assets from their businesses in case of a default by the agent. At December 31, 2017 and 2016, there were $1,079,364 and $789,163, respectively, of notes collateralized. The maturities of notes receivable at December 31, 2017 for the Successor Company is as follows: Unpaid Principal Balance Under 1 year $ 740,068 Between 1 and 2 years 564,516 Between 2 and 3 years 43,880 Total $ 1,348,464 |
PROPERTY AND EQUIPMENT, NET (FY
PROPERTY AND EQUIPMENT, NET (FY) | 12 Months Ended |
Dec. 31, 2017 | |
Intermex Holdings, Inc. and Subsidiaries [Member] | |
PROPERTY AND EQUIPMENT, NET [Abstract] | |
PROPERTY AND EQUIPMENT, NET | NOTE 5 — PROPERTY AND EQUIPMENT, NET Property and equipment at December 31 consists of the following: Successor Company 2017 Predecessor Company 2016 Estimated Useful Lives (in Years) Computer software and equipment $ 9,153,855 $ 13,057,313 3 to 5 Office improvements 798,130 1,526,350 5 Furniture and fixtures 303,400 1,078,267 7 10,255,385 15,661,930 Less: Accumulated depreciation (1,764,591 ) (9,415,483 ) $ 8,490,794 $ 6,246,447 Computer software and equipment above includes equipment maintained at locations of agents and used and owned by the Company of $3,775,950 at December 31, 2017 of the Successor period and $5,197,637 at December 31, 2016 of the Predecessor period. Also, it includes development of internal use software of $1,303,645 at December 31, 2017 of the Successor period and $2,731,294 at December 31, 2016 of the Predecessor period. Depreciation expense was $2,086,164 for the Successor period from February 1, 2017 through December 31, 2017, and $151,083, $1,601,389 and $1,268,557 for the Predecessor periods from January 1, 2017 through January 31, 2017 and years ended December 31, 2016 and 2015, respectively. |
GOODWILL AND OTHER INTANGIBLE A
GOODWILL AND OTHER INTANGIBLE ASSETS (FY) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2018 | Dec. 31, 2017 | |
Intermex Holdings, Inc. and Subsidiaries [Member] | ||
GOODWILL AND OTHER INTANGIBLE ASSETS [Abstract] | ||
GOODWILL AND OTHER INTANGIBLE ASSETS | NOTE 3 – GOODWILL AND OTHER INTANGIBLE ASSETS Goodwill and the majority of the other intangible assets on the condensed consolidated balance sheets of the Company were recognized upon the acquisition by Stella Point (see Note 2). 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, 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. A change in the conditions, circumstances or strategy of the Company may result in a need to recognize an impairment charge. The following table presents the changes in goodwill and other intangible assets: Successor Company Goodwill Other Intangibles Balance at January 1, 2018 $ 36,259,666 $ 48,741,032 Amortization expense - (6,237,100 ) Balance at June 30, 2018 $ 36,259,666 $ 42,503,932 | NOTE 6 — GOODWILL AND OTHER INTANGIBLE ASSETS The gross carrying amount and accumulated amortization at December 31 for goodwill and other intangible assets are as follows: Successor Company 2017 Predecessor Company 2016 As Restated Indefinite lives: Goodwill $ 36,259,666 $ — Trade name — 5,300,000 Total indefinite lives 36,259,666 5,300,000 Amortizable: Agent relationships 40,500,000 29,200,000 Trade name 15,500,000 Developed technology 6,600,000 — Other intangibles 699,689 1,430,224 Accumulated amortization expense (14,558,657 ) (29,582,590 ) Net amortizable intangibles 48,741,032 1,047,634 Total goodwill and other intangible assets $ 85,000,698 $ 6,347,634 Successor Company The majority of the intangibles on the consolidated balance sheet of the Successor Company were recognized upon the acquisition by Stella Point (see Note 3). The fair value measurements were based on significant inputs, such as the Company’s forecasted revenues, assumed turnover of agent locations, obsolescence assumptions for technology, market discount and royalty rates. These inputs are based on information not observable in the market and represent Level 3 measurements within the fair value hierarchy. Trade name refers to the Intermex name, branded on all agent locations and well recognized in the market. This fair value was determined using the relief-from-royalty method, which is based on the Company’s expected revenues and a royalty rate estimated using comparable market data. As a result of the Stella Point acquisition, the Company determined it was appropriate to assign a finite useful life of 15 years to the trade name. Under the Predecessor Company the trade name was not amortized and was assessed for impairment annually. The Successor Company decided that a finite life would be more appropriate, providing better matching of the amortization expense during the period of expected benefits. The agent relationships intangible represents the network of over 5,000 independent agents. This intangible was valued using the excess earnings method, which was based on the Company’s forecasts and historical activity at agent locations in order to develop a turnover rate and expected useful life. Assuming a year-over-year location turnover rate of 17.4%, this resulted in an expected useful life for this intangible of 15 years. Developed technology includes the state-of-the-art system that the Company has continued to develop and improve upon over the past 20 years. This intangible was valued using the relief-from-royalty method based on the Company’s forecasted revenues, a royalty rate estimated using comparable market data, an expected obsolescence rate of 18.0% and an estimated useful life of 15 years. Other intangibles primarily relate to the acquisition of certain agent locations, which are amortized over 10 years. The net book value of these intangibles was $610,859 at December 31, 2017. The following table presents the changes in goodwill and other intangible assets: Goodwill Other Intangibles Predecessor Company Balance at December 31, 2014, as restated $ — $ 8,119,749 Amortization expense, as restated — (1,184,897 ) Effect of exchange rate changes — (1,067 ) Balance at December 31, 2015, as restated $ — $ 6,933,785 Acquisition of agent locations — 342,876 Amortization expense, as restated — (928,945 ) Effect of exchange rate changes — (82 ) Balance at December 31, 2016, as restated $ — $ 6,347,634 Amortization expense — (230,663 ) Balance at January 31, 2017 $ — $ 6,116,971 Goodwill Other Intangibles Successor Company Balance at February 1, 2017 $ 36,259,666 $ 62,660,000 Acquisition of agent locations — 639,689 Amortization expense — (14,558,657 ) Balance at December 31, 2017 $ 36,259,666 $ 48,741,032 Amortization expense related to intangible assets for the next five years and thereafter is as follows for the Successor Company: 2018 $ 12,458,705 2019 9,320,428 2020 6,902,482 2021 5,112,601 2022 3,952,547 Thereafter 10,994,269 $ 48,741,032 Predecessor Com pany The majority of the intangibles on the consolidated balance sheet of the Predecessor Company were recognized in 2006 with the acquisition of Intermex, LLC and consisted primarily of the trade name and agent relationships. The amortization of the agent relationships for the Predecessor Company has been restated to reflect an accelerated method. Previously the Predecessor Company was amortizing on a straight-line basis (see Note 1 for further discussion). The Predecessor Company also had intangibles relating to agent locations acquired, which had a net book value of $691,798 at December 31, 2016 of the Predecessor period. |
ACCRUED AND OTHER LIABILITIES (
ACCRUED AND OTHER LIABILITIES (FY) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2018 | Dec. 31, 2017 | |
Intermex Holdings, Inc. and Subsidiaries [Member] | ||
ACCRUED AND OTHER LIABILITIES [Abstract] | ||
ACCRUED AND OTHER LIABILITIES | NOTE 4 – ACCRUED AND OTHER LIABILITIES Accrued and other liabilities consisted of the following: Successor Company June 30, 2018 December 31, 2017 Payables to agents $ 8,230,526 $ 6,875,416 Accrued legal fees 3,378,289 1,644,470 Accrued compensation 1,572,609 1,092,460 Accrued bank charges 1,033,120 897,404 Accrued taxes 840,289 318,792 Other 1,601,293 685,907 $ 16,656,126 $ 11,514,449 | NOTE 7 — ACCRUED AND OTHER LIABILITIES Accrued and other liabilities at December 31 consisted of the following: Successor Company 2017 Predecessor Company 2016 Payables to agents $ 6,875,416 $ 4,879,360 Compensation accruals 1,092,460 870,856 Accruals for taxes 318,792 163,843 Accrued interest — 676,806 Other 3,227,781 3,296,070 $ 11,514,449 $ 9,886,935 |
DEBT (FY)
DEBT (FY) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2018 | Dec. 31, 2017 | |
Intermex Holdings, Inc. and Subsidiaries [Member] | ||
DEBT [Abstract] | ||
DEBT | NOTE 5 – DEBT Debt consisted of the following: Successor Company June 30, 2018 December 31, 2017 Revolving credit facility $ 20,000,000 $ 20,000,000 Term loan 93,362,500 95,787,500 113,362,500 115,787,500 Less: Current portion of long term debt (1) (4,078,627 ) (3,913,436 ) Less: Debt origination costs (3,883,677 ) (4,347,602 ) $ 105,400,196 $ 107,526,462 (1) Current portion of long term debt is net of debt origination costs of $771,373 at June 30, 2018 and $936,564 at December 31, 2017. On August 23, 2017, the Company 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 $20,000,000 in the aggregate and a term loan in an aggregate principal amount of $97,000,000. 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. On December 19, 2017, the Financing Agreement was amended to allow for the change of control of the Company pursuant to the Merger (see Note 11). In connection with the Merger, the Company will be required to pay $1.5 million in fees to MC Credit Partners. These fees are contingent upon the closing of the Merger and therefore are not accrued as of June 30, 2018. The $1.5 million will be expensed as part of transaction costs in the third quarter of 2018, and the payment was made from the net proceeds received in the transaction. | NOTE 8 — DEBT Debt at December 31 consisted of the following: Successor Company 2017 Predecessor Company 2016 Revolving credit facility $ 20,000,000 $ 10,000,000 Term loan 95,787,500 70,000,000 115,787,500 80,000,000 Less: Current portion of long term debt (1) (3,913,436 ) (849,809 ) Less: Debt issuance costs (4,347,602 ) (1,967,380 ) $ 107,526,462 $ 77,182,811 (1) Current portion of long term debt is net of debt issuance costs of $936,564 at December 31, 2017 of the Successor period and $462,691 at December 31, 2016 of the Predecessor period. Successor Company Financing Agreement On August 23, 2017, the Company entered into a Financing Agreement (the “Financing Agreement”) with MC Credit Partners to refinance existing debt discussed further below. The Financing Agreement includes a revolving credit facility that provides for loans up to $20,000,000 in the aggregate. Subject to the terms of the Financing Agreement, interest is determined based on the highest of the LIBOR Rate, commercial lending rate of the collateral agent and federal funds rate, plus an applicable margin. The effective rate at December 31, 2017 of the Successor period was 12.50%. The revolving credit facility is subject to an unused line fee of 0.75% per annum. At December 31, 2017, the Company had $20,000,000 outstanding under this facility with zero accrued interest, and no remaining borrowings available. The total borrowings under this facility and any unpaid interest are fully payable on August 23, 2022. The Financing Agreement also includes a term loan in the aggregate principal amount of $97,000,000. Subject to the terms of the Financing Agreement, interest is based on the LIBOR Rate plus an applicable margin. The effective rate at December 31, 2017 of the Successor period was 10.46%. 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. The total borrowings under the term loan are fully payable on August 23, 2022. The scheduled annual maturities of the term loan at December 31, 2017 of the Successor period are as follows: 2018 $ 4,850,000 2019 6,062,500 2020 9,700,000 2021 9,700,000 2022 65,475,000 $ 95,787,500 On December 18, 2017, the Financing Agreement was amended to allow for the FinTech merger (see Note 15), as the agreement contains a restrictive covenant related to the change of control of the Company. In connection with this amendment the Company will be required to pay a $1 million consent fee. This fee is only payable upon the closing of the FinTech merger and therefore is not accrued as of December 31, 2017. Further the Company intends to repay $20 million of the term loan upon closing of the FinTech merger, which will be subject to a 3% prepayment fee. This anticipated $20 million prepayment would reduce the amount of the final term loan payment on August 23, 2022. The Company may make additional prepayments of the term loan by incurring additional costs. In addition, the Financing Agreement contains additional restrictive covenants, which among other things, require a specified ratio of fixed charge coverage, a total net leverage ratio, and asset coverage ratio. The Company is in compliance with these covenants at December 31, 2017 of the Successor period. Payment obligations under the revolving credit facility and term loan are guaranteed by the INC and each of the Company’s domestic subsidiaries and collateralized by substantially all assets and the shares and member units of the INC and Intermex Wire Transfer, LLC, respectively. The proceeds from the revolver and term loan discussed above were used to repay the existing debt. This refinancing was accounted for as an extinguishment of debt, and there was no gain or loss recognized. See Note 2 for a discussion regarding capitalization of debt issuance costs related to the new debt in 2017 and write-off of debt issuance costs related to the extinguishment of existing debt. Predecessor Company Financing Agreement On March 24, 2016, the Company entered into an Amended and Restated Financing Agreement (the “Amended Financing Agreement”) with its existing lenders. The Amended Financing Agreement included a revolving credit facility that provided for loans up to $10,000,000 in the aggregate. At the Company’s option, subject to the terms of the Amended Financing Agreement, interest was determined based on LIBOR Rate, plus an applicable margin. The effective rate at December 31, 2016 of the Predecessor period was 9.5%. The revolving credit facility was subject to an unused line fee of 0.5% per annum. At December 31, 2016, the Company had $10,000,000 outstanding under this facility, and the borrowing availability under this facility was zero. The total borrowings under this facility and any unpaid interest were fully payable on March 24, 2021. The Amended Financing Agreement also included a term loan in the aggregate principal amount of $70,000,000. Subject to the terms of the Amended Financing Agreement, interest was determined based on LIBOR Rate, plus an applicable margin. The effective rate at December 31, 2016 of the Predecessor period was 9.5%. The principal amount of the term loan was to be repaid in consecutive quarterly installments, each in the amount of $875,000, after the change of control on February 1, 2017, discussed further in Note 3, commencing on June 30, 2017 and continuing on the last day of each September, December, March and June thereafter. The total borrowings under this facility and any unpaid interest were fully payable on March 24, 2021. The principal balance outstanding on the term loan at December 31, 2016 of the Predecessor period was $70,000,000. On February 1, 2017, the Company entered into an amendment of the Amended Financing Agreement whereby the aggregate principal amount of the term loan was increased by $5,000,000, all of which was then fully paid off in connection with the refinancing on August 23, 2017 discussed above. |
DEFINED CONTRIBUTION PLAN (FY)
DEFINED CONTRIBUTION PLAN (FY) | 12 Months Ended |
Dec. 31, 2017 | |
Intermex Holdings, Inc. and Subsidiaries [Member] | |
DEFINED CONTRIBUTION PLAN [Abstract] | |
DEFINED CONTRIBUTION PLAN | NOTE 11 — DEFINED CONTRIBUTION PLAN The Company has a defined contribution plan available to most of its employees, where the Company makes contributions to the plan based on employee contributions. Total employer contribution expense included in other selling, general and administrative expenses in the consolidated statements of operations and comprehensive (loss) income was $96,563 for the Successor period from February 1, 2017 through December 31, 2017 and $10,022, $70,097, $54,596 for the Predecessor periods from January 1, 2017 through January 31, 2017 and years ended December 31, 2016 and 2015, respectively. |
DESCRIPTION OF ORGANIZATION A31
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Q2) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2018 | Dec. 31, 2017 | |
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.” | 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS FinTech Acquisition Corp. II (the “Company”), is a blank check company incorporated in Delaware on May 28, 2015. 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 proposed acquisition of Intermex Holdings II, Inc. (“Intermex”) (see Note 10), 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 December 31, 2017. The Company has neither engaged in any operations nor generated operating revenues to date. At December 31, 2017, the Company had not yet commenced operations. All activity through December 31, 2017 relates to the Company’s formation and its Initial Public Offering, which is described below, and identifying a target company for a Business Combination and activities in connection with the proposed acquisition of Intermex, described in Note 10. The registration statement for the Company’s initial public offering (“Initial Public Offering”) was declared effective on January 19, 2017. On January 25, 2017, the Company consummated the Initial Public Offering of 17,500,000 units (“Units” and, with respect to the common stock included in the Units being offered, the “Public Shares”), which includes a partial exercise by the underwriters of their over-allotment option in the amount of 2,200,000 Units at $10.00 per Unit, generating gross proceeds of $175,000,000, which is described in Note 3. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 420,000 units (the “Placement Units”) at a price of $10.00 per Unit 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”), generating gross proceeds of $4,200,000, which is described in Note 4. Transaction costs amounted to $12,912,088, consisting of $3,060,000 of underwriting fees, $9,190,000 of deferred underwriting fees payable (which are held in the Trust Account (defined below)) and $662,088 of Initial Public Offering costs. As described in Note 6, the $9,190,000 deferred underwriting fee payable is contingent upon the consummation of a Business Combination by January 25, 2019. As described in Note 6, the $25,000 of deferred legal fees are payable upon the earlier of an initial Business Combination or liquidation of the Company. Following the closing of the Initial Public Offering on January 25, 2017, an amount of $175,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the Placement Units was placed in a trust account (“Trust Account”) and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 180 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of paragraphs (d)(2), (d)(3) and (d)(4) of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the consummation of a Business Combination, (ii) the redemption of any Public Shares in connection with a stockholder vote to amend the Company’s Amended and Restated Certificate of Incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if it does not complete a Business Combination by January 25, 2019 (the “Combination Period”); or (iii) the distribution of the Trust Account, as described below, if the Company is unable to complete a Business Combination within the Combination Period or upon any earlier liquidation of the Company. The Company’s management has broad discretion with respect to the specific application of the net proceeds of its Initial Public Offering and Placement Units, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. Nasdaq Capital Market (“NASDAQ”) rules provide that the Company’s initial Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the balance in the Trust Account (less any deferred underwriting commissions and taxes payable on interest earned) at the time of the signing of a definitive agreement in connection with a Business Combination. However, the Company will only complete a Business Combination if the post-Business Combination company owns or acquires a majority of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to successfully effect a Business Combination. The Company will provide its stockholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The public stockholders will be entitled to redeem their shares for a pro rata portion of the amount then on deposit in the Trust Account ($10.00 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company for working capital purposes or to pay its tax obligations). The per-share amount to be distributed to public stockholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 6). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and a majority of the outstanding shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation, conduct the redemptions pursuant to the tender offer rules of the Securities and Exchange Commission (“SEC”), and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business or other legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with a Business Combination, the Sponsor, Daniel Cohen, Betsy Cohen, DGC Family FinTech Trust, Swarthmore Trust of 2016, James J. McEntee, III, Shami Patel and Jeremy Kuiper (together the “Initial Stockholders”), have agreed to vote their Founder Shares (as defined in Note 5), Placement Shares (as defined in Note 4) and any Public Shares held by them in favor of approving a Business Combination. Cantor has not committed to vote any shares held by it in favor of a Business Combination. The Company will have until the expiration of the Combination Period to consummate its Business Combination. If the Company is unable to consummate a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purposes of winding up of its affairs; (ii) distribute the aggregate amount then on deposit in the Trust Account, including any portion of the interest earned thereon which was not previously used for working capital or to pay dissolution expenses or taxes, pro rata to the public stockholders by way of redemption of the Public Shares (which redemption would completely extinguish such holders’ rights as stockholders, including the right to receive further liquidation distributions, if any); and (iii) as promptly as possible following such redemption, dissolve and liquidate the balance of the Company’s net assets to its remaining stockholders, as part of its plan of dissolution and liquidation. The Company will also provide its stockholders with the opportunity to redeem all or a portion of their Public Shares in connection with any stockholder vote to approve an amendment to the Company’s Amended and Restated Certificate of Incorporation that would affect the substance or timing of the Company’s obligation to redeem 100% of Public Shares if it does not complete a Business Combination within the Combination Period. The stockholders will be entitled to redeem their shares for a pro rata portion of the amount then on deposit in the Trust Account ($10.00 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company for working capital purposes or to pay its tax obligations). There will be no redemption rights with respect to the Company’s warrants in connection with such a stockholder vote to approve such an amendment to the Company’s Amended and Restated Certificate of Incorporation. Notwithstanding the foregoing, the Company may not redeem shares in an amount that would cause its net tangible assets to be less than $5,000,001. The Initial Stockholders have agreed to vote their Founder Shares, Placement Shares and any Public Shares held by them in favor of any such amendment. The Initial Stockholders and Cantor have agreed to waive their redemption rights with respect to the Founder Shares and Placement Shares (defined below) (i) in connection with the consummation of a Business Combination, (ii) in connection with a stockholder vote to amend the Company’s Amended and Restated Certificate of Incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of its public shares if it does not complete a Business Combination within the Combination Period, and (iii) if the Company fails to consummate a Business Combination within the Combination Period or upon the Company’s liquidation prior to the expiration of the Combination Period. The Initial Stockholders have also agreed to waive their redemption rights with respect to Public Shares in connection with a Business Combination and in connection with a stockholder vote to amend the Company’s Amended and Restated Certificate of Incorporation to modify the substance or timing of its obligation to redeem 100% of its Public Shares if it does not complete a Business Combination within the Combination Period. However, the Initial Stockholders will be entitled to redemption rights with respect to any Public Shares held by them if the Company fails to consummate a Business Combination or liquidates within the Combination Period. Cantor will have the same redemption rights as a public stockholder with respect to any Public Shares it acquires, however, Cantor has informed the Company that it has no current commitments, plans or intentions to acquire Public Shares for its own account. The underwriters have agreed to waive their rights to deferred underwriting commissions held in the Trust Account in the event the Company does not consummate a Business Combination within the Combination Period and, in such event, such amounts will be included with the funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be less than the initial public offering price per Unit in the Initial Public Offering. Placing funds in the Trust Account may not protect those funds from third party claims against the Company. Although the Company will seek to have all vendors, service providers, prospective target businesses or other entities it engages, execute agreements with the Company waiving any claim of any kind in or to any monies held in the Trust Account, there is no guarantee that such persons will execute such agreements. The Company’s Chief Executive Officer has agreed that he will be liable under certain circumstances to ensure that the proceeds in the Trust Account are not reduced by the claims of target businesses or vendors or other entities that are owed money by the Company for service rendered, contracted for or products sold to the Company. However, he may not be able to satisfy those obligations should they arise. Notwithstanding the foregoing redemption rights, if the Company seeks stockholder approval of its Business Combination and it does not conduct redemptions in connection with its Business Combination pursuant to the tender offer rules, the Company’s Amended and Restated Certificate of Incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended, or the Exchange Act), will be restricted from redeeming its shares with respect to an aggregate of 20.0% or more of the shares sold in the Initial Public Offering. However, there is no restriction on the Company’s stockholders’ ability to vote all of their shares for or against a Business Combination. |
SUMMARY OF SIGNIFICANT ACCOUN32
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Q2) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2018 | Dec. 31, 2017 | |
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. | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of presentation The accompanying consolidated financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. In connection with the Company's assessment of going concern considerations in accordance with the Financial Accounting Standard Board's Accounting Standards Update ("ASU") 2014-15, "Disclosures of Uncertainties about an Entity's Ability to Continue as a Going Concern," management has determined that the mandatory liquidation and subsequent dissolution raises substantial doubt about the Company's ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after January 25, 2019. Principles of Consolidation The accompanying 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 December 31, 2017 and 2016. Cash and marketable securities held in Trust Account At 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 (if any) 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. The Company’s common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at December 31, 2017, 16,112,706 shares of common stock subject to possible redemption is presented as temporary equity, outside of the stockholders’ equity section on the Company’s 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 December 31, 2017 and 2016. 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 loss per common share The Company complies with the accounting and disclosure requirements of ASC Topic 260, “Earnings Per Share.” Net loss per common share is computed by dividing net loss by the weighted average number of common shares outstanding for the period, excluding shares of common stock forfeited by certain of the Company’s Initial Shareholders on January 25, 2017. Shares of common stock subject to possible redemption at December 31, 2017 have been excluded from the calculation of basic loss per share since such shares, if redeemed, only participate in their pro rata share of the Trust Account earnings. The Company has not considered the effect of warrants to purchase 8,960,000 shares of common stock in the calculation of diluted loss per share, since the exercise of the warrants is contingent upon the occurrence of future events. As a result, diluted loss per common share is the same as basic loss per common share for the periods presented. 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 December 31, 2017 and 2016, 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 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 consolidated financial statements. |
Intermex Holdings, Inc. and Subsidiaries [Member] | ||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | ||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 1 - BUSINESS AND ACCOUNTING POLICIES Intermex Holdings, Inc. (the “INC”) was formed as a Delaware company on March 27, 2006. The consolidated financial statements include INC, its wholly-owned 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 (collectively, the “Company”). INC is a wholly-owned indirect subsidiary of InterWire Topco, LLC (“Interwire LLC”), a company formed on December 21, 2015 for the purpose of funding the acquisition of the Company on February 1, 2017 by Stella Point Capital, LLC (“Stella Point”) discussed in further detail in Note 2. In connection with the acquisition of the Company 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. On July 26, 2018, FinTech Acquisition Corp. II, a Delaware corporation (“FinTech”) consummated the previously announced transactions (“the Merger”) contemplated by the Agreement and Plan of Merger, dated December 19, 2017, by and among 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. (the wholly-owned direct subsidiary of Interwire LLC, (“Intermex”) and SPC Intermex Representative LLC (“SPC Intermex”). In connection with the closing of the Merger, FinTech changed its name from to International Money Express, Inc. See Note 11 for further discussion. The Merger will be accounted for as a reverse merger where FinTech will be treated as the “acquired” company for financial reporting purposes. This determination was primarily based on Interwire LLC and its designees expecting to control the majority of the relative voting rights of the combined company, the Company comprising the ongoing operations of the combined company and the Company’s senior management comprising the senior management of the combined company. Accordingly, the Merger will be treated as the equivalent of the Company issuing stock for the net assets of FinTech, accompanied by a recapitalization. There will be no goodwill or other intangible assets recorded. Operations prior to the Merger will be those of the Company. The Company operates as a money transmitter, primarily between the United States of America and Mexico, Guatemala and other countries in Latin America through a network of authorized agents located in various unaffiliated retail establishments throughout the United States of America. The accompanying condensed consolidated financial statements include the accounts of INC and its subsidiaries. All significant inter-company balances and transactions have been eliminated from the condensed consolidated financial statements. The condensed consolidated financial statements are prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). Certain reclassifications have been made to prior-year amounts in the consolidated statements of operations and comprehensive income (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 income (loss) or net income (loss). 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 interim financial statements should be read in conjunction with the Company’s consolidated financial statements and related notes for the fiscal year ended December 31, 2017 (“Audited Financial Statements”). Accounting Pronouncements The FASB issued amended guidance, Restricted Cash The FASB issued guidance, Improvements to Employee Share-Based Payment Accounting The FASB issued guidance, Revenue from Contracts with Customers The FASB issued amended guidance, Business Combinations - Clarifying the Definition of a Business The FASB issued guidance, Leases, The FASB issued amended guidance, Statement of Cash Flows - Classification of Certain Cash Receipts and Cash Payments The FASB issued amended guidance, Intangibles – Goodwill and other (Topic 350): Simplifying the Test for Goodwill Impairment The FASB issued guidance, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, | NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Reclassifications Certain reclassifications have been made to prior-year amounts in the consolidated balance sheets and consolidated statements of operations and comprehensive (loss) income to conform to current-year reporting classifications. These reclassifications had no impact on net (loss) income, comprehensive (loss) income or stockholder’s equity. Estimates The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported amounts of revenues and expenses. Actual results could differ from these estimates. Cash Cash is comprised of deposits in U.S. and foreign banks. The Company recognizes interest income from its cash deposits on an accrual basis. The Company considers cash equivalents to be short term, highly liquid investments with maturities of three months or less. Concentration of Credit Risk The Company maintains certain of its cash balances in various U.S. banks, which at times, may exceed federally insured limits. The amount that exceeded the federally insured limits totaled $31,739,808 at December 31, 2017 of the Successor period and $22,322,423 at December 31, 2016 of the Predecessor period. The Company has not incurred any losses on these accounts. In addition, the Company maintains various bank accounts in Mexico and Guatemala, which are not insured. The Company has not incurred any losses on these uninsured foreign bank accounts, and management believes it is not exposed to any significant credit risk regarding these accounts. Cash balances were as follows at December 31: Successor Company 2017 Predecessor Company 2016 Cash in U.S. dollars in U.S. banks $ 55,375,471 $ 34,437,494 Cash in foreign banks and foreign currency 3,774,454 3,159,019 Petty cash 5,693 4,583 $ 59,155,618 $ 37,601,096 Revenue Reco g nition 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 the Company is the primary obligor and has latitude in establishing price. Foreign exchange revenue, which represents the difference between the exchange rate set by the Company 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 the Company’s technology in processing transactions. Revenues 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. Business Combinations The Company accounts for its business combinations using the acquisition method, which requires that intangible assets be recognized apart from goodwill if they are contractual in nature or separately identifiable. Acquisitions are measured on the fair value of consideration exchanged and, if the consideration given is not cash, measurement is based on the fair value of the consideration given or the fair value of the assets acquired, whichever is more reliably measurable. The excess of cost of an acquired entity over the fair value of identifiable acquired assets and liabilities assumed is allocated to goodwill. The valuation and allocation processes rely on significant assumptions made by management. In certain situations, the allocations of excess purchase price are based upon preliminary estimates and assumptions. Accordingly, the allocations are subject to revision when the Company receives updated information, including valuations and other analyses, which are completed within one year of the acquisition. Revisions to the fair values, which may be significant, are recorded when pending information is finalized, within one year from the acquisition date. Accounts Receivable and Allowance for Doubtful Accounts Accounts receivable are recorded upon initiation of the wire transfer and are typically due to the Company within five days. The Company maintains an allowance for doubtful accounts for estimated losses resulting from the inability of its customers to make required payments. When preparing these estimates, management considers a number of factors, including the aging of a customer’s account, creditworthiness of specific customers, historical trends and other information. The Company reviews its allowance for doubtful accounts policy periodically, reflecting current risks and changes in industry conditions and when necessary, will increase its allowance for doubtful accounts and recognize a provision to bad debt expense, included in other selling, general and administrative expenses in the consolidated statements of operations and comprehensive (loss) income. Prepaid Expenses and Other Assets Prepaid wires represent funds that are required at certain payer agent locations in advance of a transaction, which are typically utilized within a few days. Other prepaid expenses, other current assets and other assets consist primarily of prepaid expenses, notes receivable (see Note 4), and restricted cash. Interest income on notes receivable is recognized on a cash basis due to uncertainty on receiving the interest payments. The restricted cash is maintained by a United States Bank and is cash collateral for an irrevocable stand-by letter of credit in the amount of $639,662 issued as collateral for the operating lease of the Company’s headquarters and recorded in other assets at December 31, 2017 of the Successor period and December 31, 2016 of the Predecessor period, in the consolidated balance sheets. Propert and Eq pment Property and equipment, including leasehold improvements, are stated at cost, or the allocated fair value in purchase accounting, less accumulated depreciation and amortization. The costs of additions and betterments that substantially extend the useful life of an asset are capitalized and the expenditures for ordinary repairs and maintenance are expensed in the period incurred as part of other selling, general and administrative expenses in the consolidated statements of operations and comprehensive (loss) income. Depreciation is computed using the straight-line method over the estimated useful lives of the related assets. Leasehold improvements are amortized over the life of the lease or the estimated useful life of the improvement, whichever is shorter. At the time depreciable assets are retired or otherwise disposed, the cost and the related accumulated depreciation of such assets are eliminated from the accounts and any gain or loss is recognized in the current period. The Company capitalizes costs incurred for the development of internal use computer software, which are depreciated over five years using the straight-line method. Goodwill and Other Intan ible Assets Goodwill and other intangible assets result primarily from business combination acquisitions, including the Stella Point acquisition discussed in Note 3. 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 (see Note 3). Qualitative assessment includes consideration of the economic, industry and market conditions in addition to the overall financial performance of the Company and 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 the Successor period from February 1, 2017 through December 31, 2017. The Company’s trade name, agent relationships and developed technology are currently amortized utilizing an accelerated method over their estimated useful lives of 15 years. Other intangible assets are amortized on a straight-line basis over a useful life of 10 years. Refer to Note 1 for a discussion of the restatement of prior periods related to the correction of an error for the amortization of agent relationships. The Company reviews for impairment indicators of finite-lived intangibles and other long-lived assets as described below in “Impairment of Long-Lived Assets.” Im pairment of Lon -Lived Assets The Company evaluates long-lived assets, including amortizable intangible assets, for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Upon such an occurrence, recoverability of assets to be held and used is measured by comparing the carrying amount of an asset to forecasted undiscounted future net cash flows expected to be generated by the asset. If the carrying amount of the asset exceeds its estimated future cash flows, an impairment charge is recognized for the amount by which the carrying amount of the asset exceeds the fair value of the asset. For long-lived assets held for sale, assets are written down to fair value, less cost to sell. Fair value is determined based on discounted cash flows, appraised values or management’s estimates, depending upon the nature of the assets. There were no impairment indicators noted for all periods presented in the consolidated financial statements for long-lived assets, including amortizable intangible assets. Debt Issuance Costs During August 2017, the Company capitalized costs totaling $4,682,830 for the Successor period from February 1, 2017 through December 31, 2017 relating to its debt issuance (see Note 8) and is amortizing these costs over the life of the related debt using the straight-line method, which approximates the effective interest method. The Company incurred and capitalized debt issuance costs of $2,315,992 and $2,789,288 for the Predecessor years ended December 31, 2016 and 2015, respectively. There were no debt issuance costs incurred for the Predecessor period from January 1, 2017 through January 31, 2017. The unamortized portion of debt issuance costs is recorded on the consolidated balance sheets as an offset to the related debt and totaled $4,347,602 at December 31, 2017 for the Successor period and $1,967,380 at December 31, 2016 for the Predecessor period. Amortization of debt issuance costs is included as a component of interest expense in the consolidated statements of operations and comprehensive (loss) income and amounts to $335,221 for the Successor period from February 1, 2017 through December 31, 2017, and $39,298, $2,670,976 and $741,450 for the Predecessor periods from January 1, 2017 through January 31, 2017 and years ended December 31, 2016 and 2015, respectively. The amortization of debt issuance costs includes the write off of debt issuance costs associated with previous debt issuance of $2,322,372 and $274,534 for the Predecessor years ended December 31, 2016 and 2015, respectively. Debt issuance costs of $1,928,089 related to debt that was assumed by the Successor Company in connection with the Stella Point acquisition (see Note 3) was written off to goodwill at the February 1, 2017 acquisition date. Advertisin Costs Advertising costs are included in other selling, general and administrative expenses in the consolidated statements of operations and comprehensive (loss) income and are expensed as incurred. The Company incurred advertising costs of $1,653,596 for the Successor period from February 1, 2017 through December 31, 2017, and $96,404, $1,124,210 and $720,030 for the Predecessor periods from January 1, 2017 through January 31, 2017 and years ended December 31, 2016 and 2015, respectively. Income Taxes The Company accounts for income taxes in accordance with U.S. 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. The Company accounts 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 by the uncertain tax position guidance, the Company recognizes the financial statement benefit of a position only after determining that 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. The Company is 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, the Company is no longer subject to U.S. federal or state and local income tax examinations by tax authorities for the years before 2011. The Company applies the uncertain tax position guidance to all tax positions for which the statute of limitations remains open. The Company’s policy is to classify interest accrued as interest expense and penalties as operating expenses. The Company does not have any material uncertain tax positions. Foreign subsidiaries of the Company are subject to taxes by local tax authorities. Forei n Currenc Translation The financial statements and transactions of the Company’s foreign operations are maintained in their functional currency, which is other than the U.S. dollar. Assets and liabilities are translated at current exchange rates in effect at the balance sheet date. Revenue and expenses are translated at the average exchange rate for each period. Translation adjustments, which result from the process of translating the financial statements of the Company’s foreign operations into U.S. dollars, are recorded as a component of accumulated other comprehensive loss. (Losses) or gains from foreign currency transactions amounted to $(17,044) for the Successor period from February 1, 2017 through December 31, 2017, and $11,608, $1,055 and $20,948 for the Predecessor periods from January 1, 2017 through January 31, 2017 and years ended December 31, 2016 and 2015, respectively, and are included in other selling, general and administrative expenses in the consolidated statements of operations and comprehensive (loss) income. Derivative Instruments The Company enters into forward foreign exchange contracts to manage the risk associated with currency fluctuations on settlement of wire transfers in foreign currencies. The Company’s forward foreign exchange contracts are denominated in Mexican pesos and Guatemalan quetzals and are for a maximum of five days. The Company’s accounting policy has been not to record the fair value of these contracts in the consolidated balance sheets as management has determined that the amounts are insignificant. Losses or gains from forward foreign exchange contract transactions are recorded in foreign exchange revenue but the amounts are insignificant for the periods presented. The Company had open forward foreign exchange contracts with notional amounts of approximately $8,200,000 and $8,100,000 at December 31, 2017 of the Successor period and $1,500,000 and $6,850,000 at December 31, 2016 of the Predecessor period for Mexico and Guatemala, respectively. Comprehensive Loss Income Comprehensive (loss) income consists of net income (loss) and the foreign currency translation adjustment and is presented in the consolidated statements of operations and comprehensive (loss) income. Share-Based Compensation The Company accounts for its share-based employee compensation expense related to incentive units, restricted stock grants and stock options under generally accepted accounting principles, which requires the measurement and recognition of compensation costs for all equity-based payment awards made to employees and directors based on estimated fair values. See Note 12 for further discussion related to share-based compensation. Segments The Company’s business is organized around one reportable segment that provides money transmittal services between the USA 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. Accountin Pronouncements The Financial Accounting Standards Board (the “FASB”) issued guidance, Presentation of Financial Statements — Going Concern The FASB issued guidance, Revenue from Contracts with Customers The FASB issued amended guidance, Business Combinations — Clarifying the Definition of a Business The FASB issued guidance, Leases, The FASB issued guidance, Improvements to Employee Share-Based Payment Accounting The FASB issued amended guidance, Statement of Cash Flows — Classification of Certain Cash Receipts and Cash Payments The FASB issued amended guidance, Restricted Cash , which requires restricted cash to be presented with cash and cash equivalents in the consolidated statements of cash flows. The amended guidance is effective for fiscal years beginning after December 15, 2017 (including interim periods within those periods). The Company will adopt this guidance in the first quarter of 2018 using a retrospective transition method for each period presented and does not expect the impact of this adoption on its consolidated financial statements to be material. The FASB issued amended guidance, Intangibles — Goodwill and other (Topic 350): Simplifying the Test for Goodwill Impairment |
RELATED PARTY TRANSACTIONS (Q2)
RELATED PARTY TRANSACTIONS (Q2) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2018 | Dec. 31, 2017 | |
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. | 5. RELATED PARTY TRANSACTIONS Founder Shares On May 28, 2015, the Company issued an aggregate of 5,298,333 shares of common stock to the Initial Stockholders (“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 are outstanding as of December 31, 2017. The Initial Stockholders have agreed not to transfer, assign or sell any of their Founder Shares (except to permitted transferees) until (i) with respect to 20% of such shares, upon consummation of the Company’s initial Business Combination, (ii) with respect to 20% of such shares, when the closing price of the Company’s common stock exceeds $12.00 for any 20 trading days within a 30-trading day period following the consummation of a Business Combination, (iii) with respect to 20% of such shares, when the closing price of the Company’s common stock exceeds $13.50 for any 20 trading days within a 30-trading day period following the consummation of a Business Combination, (iv) with respect to 20% of such shares, when the closing price of the Company’s common stock exceeds $15.00 for any 20 trading days within a 30-trading day period following the consummation of a Business Combination and (v) with respect to 20% of such shares, when the closing price of the Company’s common stock exceeds $17.00 for any 20 trading days within a 30-trading day period following the consummation of a Business Combination or earlier, in any case, if, following a Business Combination, the Company engages in a subsequent transaction (1) resulting in the Company’s shareholders having the right to exchange their shares for cash or other securities or (2) involving a consolidation, merger or other change in the majority of the Company’s board of directors or management team in which the Company is the surviving entity. Notwithstanding the foregoing, in connection with an initial Business Combination, the Initial Stockholders may transfer, assign or sell their Founder Shares with the Company’s consent to any person or entity that agrees in writing to be bound by the transfer restrictions set forth in the prior sentence. Promissory Note — Related Party Prior to the closing of the Initial Public Offering, the Company’s Sponsor loaned the Company $231,846 for expenses related to the Company’s formation and the Initial Public Offering. The loan was non-interest bearing, unsecured and due on the earlier of June 30, 2017 or the closing of the Initial Public Offering. The loan was repaid upon the closing of the Initial Public Offering on January 25, 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 Placement Warrants. There were no Working Capital Loans outstanding as of December 31, 2017 and 2016. |
Intermex Holdings, Inc. and Subsidiaries [Member] | ||
RELATED PARTY TRANSACTIONS [Abstract] | ||
RELATED PARTY TRANSACTIONS | NOTE 7 - RELATED PARTY TRANSACTIONS During the Successor periods from January 1, 2018 through June 30, 2018 and from February 1, 2017 through June 30, 2017, the Company paid a monthly management fee of $65,000, plus reimbursement of expenses, to a related party for management services, which is included in other selling, general and administrative expenses on the Company’s condensed consolidated statements of operations and comprehensive income (loss). During the Predecessor period from January 1, 2017 to January 31, 2017, all management fees were waived. There were no amounts payable to or receivable from related parties on the condensed consolidated balance sheets. Upon closing of the Merger, the management fee agreement with the related party was terminated and a one-time termination fee was included as part of transaction costs in the third quarter of 2018 (see Note 11). | NOTE 10 — RELATED PARTY TRANSACTIONS During the February 1, 2017 through December 31, 2017 Successor period, the Company was charged a monthly management fee of $65,000, plus reimbursement of expenses, to a related party for management services, which is included in other selling, general and administrative expenses on the Company’s consolidated statement of operations and comprehensive (loss) income. During the Predecessor periods, all management fee charges were waived. There were no amounts payable to or receivable from related parties on the consolidated balance sheets. The management company was reimbursed expenses of $12,403 in the Successor period from February 1, 2017 through December 31, 2017 and $18,368 in the Predecessor period during the year ended December 31, 2015. |
COMMITMENTS AND CONTINGENCIES34
COMMITMENTS AND CONTINGENCIES (Q2) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2018 | Dec. 31, 2017 | |
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. | 6. COMMITMENTS AND CONTINGENCIES Registration Rights Pursuant to a registration rights agreement entered into on January 19, 2017, the holders of 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 registration rights. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lock-up period. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriters a 45-day option to purchase up to 2,295,000 additional Units to cover over-allotments, if any, at the Initial Public Offering price, less the underwriting discounts and commissions. On January 25, 2017, the underwriters exercised their over-allotment option to purchase 2,200,000 Units at a purchase price of $10.00 per Unit and waived the remaining portion of the over-allotment option to purchase up to 95,000 Units. The underwriters 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. The deferred fee will be paid in cash upon the closing of a Business Combination from the amounts held in the Trust Account, subject to the terms of the underwriting agreement. Deferred Legal Fees The Company is 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 is not completed within the Combination Period. Accordingly, the Company has recorded $25,000 as deferred legal fees payable in the accompanying consolidated balance sheet at December 31, 2017. |
Intermex Holdings, Inc. and Subsidiaries [Member] | ||
COMMITMENTS AND CONTINGENCIES [Abstract] | ||
COMMITMENTS AND CONTINGENCIES | NOTE 10 - COMMITMENTS AND CONTINGENCIES Leases The Company is party to leases for office space and branch locations, several of which are on a month-to-month basis. Rent expense under all operating leases, included in other selling, general and administrative expenses in the condensed consolidated statements of operations and comprehensive income (loss), amounted to $486,538 and $428,840 for the three months ended June 30, 2018 and 2017, respectively, $927,138 for the six months ended June 30, 2018, $714,929 for the Successor period from February 1, 2017 through June 30, 2017, and $135,636 for the Predecessor period from January 1, 2017 through January 31, 2017. In April 2018, the Company renegotiated its corporate lease to extend the term through November 2025. At June 30, 2018 future minimum rental payments required under operating leases for the remainder of 2018 and thereafter are as follows for the Successor Company: 2018 $ 682,730 2019 1,202,361 2020 918,872 2021 822,439 2022 738,385 2023 753,692 Thereafter 1,438,239 $ 6,556,718 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 and two territories. 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. | NOTE 14 — COMMITMENTS AND CONTINGENCIES Liti ation 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. Leases The Company is party to office leases requiring aggregate monthly payments of $143,565. Several of the leases are on a month-to-month basis. Rent expense under all operating leases, included in other selling, general and administrative expenses in the consolidated statements of operations and comprehensive (loss) income, amounted to $1,605,715 for the Successor period from February 1, 2017 through December 31, 2017, and $135,636, $1,495,526 and $1,332,388 for the Predecessor periods from January 1, 2017 through January 31, 2017 and years ended December 31, 2016 and 2015, respectively. Future minimum rental payments required under operating leases that have non-cancelable lease terms in excess of one year at December 31, 2017 are as follows: 2018 $ 1,389,126 2019 1,152,447 2020 772,735 2021 108,496 Thereafter 6,645 Total future minimum payments $ 3,429,449 Contingencies The Company operates in 49 states and two territories. 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. |
STOCKHOLDER'S EQUITY AND SHAR35
STOCKHOLDER'S EQUITY AND SHARE-BASED COMPENSATION (Q2) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2018 | Dec. 31, 2017 | |
STOCKHOLDER'S EQUITY AND SHARE-BASED COMPENSATION [Abstract] | ||
STOCKHOLDER'S EQUITY AND SHARE-BASED COMPENSATION | 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. | 7. STOCKHOLDERS’ EQUITY Preferred Stock Common Stock Warrants The Private Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Warrants and the common stock issuable upon the exercise of the Private Warrants will not be 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’ prior written notice of redemption; ● if, and only if, the 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 ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders; and ● 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. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. |
Intermex Holdings, Inc. and Subsidiaries [Member] | ||
STOCKHOLDER'S EQUITY AND SHARE-BASED COMPENSATION [Abstract] | ||
STOCKHOLDER'S EQUITY AND SHARE-BASED COMPENSATION | NOTE 8 – STOCKHOLDER’S EQUITY AND SHARE-BASED COMPENSATION At June 30, 2018 and December 31, 2017, the Company was authorized to issue 1,000 shares of common stock and had 10 shares of common stock issued and outstanding at $0.01 par value per share. All shares are held by Intermex Holdings II, Inc, which is a wholly-owned subsidiary of Interwire LLC, a company formed for the sole purpose of funding the Stella Point acquisition (see Note 2). To fund the acquisition, Interwire LLC authorized and issued to Stella Point and other minority stockholders 520,000 and 124,100 Class A units for $52,000,000 and $12,410,000, respectively. In addition, Interwire LLC issued Class B, C and D incentive units to employees of the Company. As these units are issued as compensation to the Company’s employees, the expense is recorded by the Company. For the three and six months ended June 30, 2018, the Company recorded $484,805 and $712,597 of share-based compensation expense related to the Class B incentive units, respectively, which vest 20% on the grant date and an additional 20% on each anniversary thereafter. Share-based compensation expense for the three months ended June 30, 2017 and the Successor period from February 1, 2017 through June 30, 2017 was $217,757 and $1,247,215, respectively. The performance conditions related to the Class C and D units were not considered probable of being achieved as of June 30, 2018 or December 31, 2017, and therefore, no compensation expense has been recognized. Shared-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 Point acquisition. At June 30, 2018, the unrecognized compensation expense related to the incentive units was $2,237,187, $1,014,983 and $726,696 for Classes B, C, and D, respectively. All remaining unrecognized expense was accelerated in the third quarter of 2018 upon consummation of the Merger (see Note 11). During the Successor period from January 1, 2018 through June 30, 2018, the number of units and the weighted-average grant date fair value for the incentive units are as follows: Successor Company 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 (2,720,000 ) 0.4875 - - - - Outstanding at June 30, 2018 5,162,000 $ 0.4884 4,875,000 $ 0.2082 4,875,000 $ 0.1491 | NOTE 12 — STOCKHOLDER’S EQUITY AND SHARE-BASED COMPENSATION Successor Compan Common Stock At December 31, 2017, the Successor Company was authorized to issue 1,000 shares of common stock and had 10 shares of common stock issued and outstanding at $0.01 par value per share. The holders of the shares are entitled to one vote per share on all matters to be voted on by the stockholders of the INC. Each holder is entitled to share equally, share for share, dividends declared, as well as any distributions to the stockholders, and in the event of the INC’s liquidation, dissolution or winding up, is entitled to share ratably in any remaining assets after payment of or provision for liabilities. All shares are held by Intermex Holdings II, Inc, which is a wholly-owned subsidiary of Interwire LLC, a company formed for the sole purpose of funding the Stella Point acquisition (see Note 3). To fund the acquisition, Interwire LLC authorized and issued 520,000 and 124,100 Class A units for $52,000,000 and $12,410,000, respectively, to Stella Point and other minority stockholders. In addition, Interwire LLC issued Class B, C and D units to employees of the Company. As these units are issued to the Company’s employees, the expense is recorded by the Company and Interwire LLC’s incentive units are described below. Dividend Distributions During the Successor period from February 1, 2017 through December 31, 2017, the Company distributed $20,178,000 in cash dividends to its stockholder. The dividends were distributed out of the cash proceeds from the new term loan in 2017 discussed in Note 8 and were recorded as a reduction to additional paid-in capital. Incentive Units In connection with the Stella Point acquisition (see Note 3), effective February 1, 2017, Interwire LLC issued Class B, C and D incentive units to employees of the Company. Incentive units were issued as compensation for the performance of services to the Company, and no capital contributions were required to be made by the employees in connection with the issuance of these units. These incentive units have no voting rights, and in the event any incentive units are forfeited, they are added back into the pool of authorized units. Incentive units authorized and issued during the Successor period from February 1, 2017 through December 31, 2017 consisted of the following: Incentive Units Authorized Units Issued February 2017 Units Issued September 2017 Class B 10,000,000 9,055,000 665,000 Class C 5,000,000 4,527,500 332,500 Class D 5,000,000 4,527,500 332,500 Authorized but unissued incentive units of each unit class are reserved for issuance at the discretion of the Interwire LLC Board of Directors. Interwire LLC has the option to repurchase the incentive units at fair value or a discount depending on whether the employee terminates with or without good reason. However, at December 31, 2017 of the Successor period, no liability was recorded for these repurchase options as none of the liability criteria in the share-based compensation guidance were met. The grant date fair value of the incentive units was calculated using the Monte Carlo Simulation. This approach derives the fair value of the incentive units based on certain assumptions related to expected volatility, expected term, risk-free interest rate and dividend yield. Expected volatilities are based on observed volatilities of similar publicly-traded companies, and the expected term is based on a formula that considers the vesting terms and the original contract term of the incentive unit awards. The risk-free rate is based on the U.S. Treasury yield curve, and the selected dividend yield assumption is determined in view of Interwire LLC’s historical and estimated dividend payout. The following are the assumptions used in calculating the fair value of the units at the grant date: Period from February 1, 2017, to December 31, 2017 Expected dividend yield 0 % Expected volatility 46.9 % Risk-free interest rate 2.1 % Expected term (in years) 6.0 The grant date fair value per unit for each class of incentive unit for the Successor period from February 1, 2017 to December 31, 2017 were as follows: Incentive Units Per Unit 2017 Per Unit Class B $ 0.4872 $ 0.4948 Class C $ 0.2077 $ 0.2126 Class D $ 0.1485 $ 0.1535 Class B incentive units vest 20% on the grant date, and an additional 20% on each anniversary thereafter, until fully vested after the fourth anniversary date. The fair value of the Class B awards is expensed ratably over a four-year service period. Compensation expense associated with the Class B incentive units recognized for the Successor period from February 1, 2017 through December 31, 2017 was $1,845,943 and is included in salaries and benefits in the consolidated statements of operations and comprehensive (loss) income with an offset to additional paid in capital in the consolidated balance sheet. There were no related tax benefits recognized by the Company. The Class C and D incentive units vest only after each unit class has achieved certain distribution thresholds, which are at the discretion of the Interwire LLC Board of Directors. Therefore, these incentive units are considered performance-based awards that do not start to vest until the performance conditions are probable of being achieved. The performance conditions related to the Class C and D units were not considered probable of being achieved in the Successor period, and therefore, no compensation expense was recognized, and there was no vesting. At December 31, 2017, the unrecognized compensation expense related to the incentive units was $2,895,047, $1,010,852 and $723,439 for Classes B, C, and D, respectively. During the Successor period from February 1, 2017 through December 31, 2017, 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 Granted during Successor Period 9,720,000 $ 0.4878 4,860,000 $ 0.2080 4,860,000 $ 0.1489 Vested (1,944,000 ) 0.4878 — — — — Forfeited (304,000 ) 0.4872 (190,000 ) 0.2077 (190,000 ) 0.1485 Outstanding at December 31, 2017 7,472,000 $ 0.4879 4,670,000 $ 0.2080 4,670,000 $ 0.1489 Predecessor Compan Common Stock At December 31, 2016, the Predecessor Company was authorized to issue 200,000,000 shares of common stock, $0.01 par value per share, and had 81,879,165 shares of common stock issued and outstanding. In connection with the acquisition by Stella Point (see Note 3), all the common stock outstanding was either exchanged by equity holders for cash or rolled over into equity of Interwire LLC. Dividend Distributions During the Predecessor years ended December 31, 2016 and December 31, 2015, the INC distributed $1,286,995 and $18,144,839, respectively, in cash dividends to its stockholders. The dividends were distributed from cash proceeds of its term loan. No dividend was distributed during the Predecessor period from January 1, 2017 through January 31, 2017. Stock Incentive Plan With the consent of the INC’s stockholders and Board of Directors, effective January 11, 2012, the INC established the Intermex Holding, Inc. Stock Incentive Plan, (the “Stock Incentive Plan” or “Plan”). The Plan provided for the issuance of 22,275,000 stock options or restricted shares (par value $0.01 per share). A committee established under the Plan (the “Committee”) determined the officers and employees of the Company to whom awards were granted. All shares provided under the Plan related to shares of common stock of the INC. Shares to be optioned and sold were made available from either authorized, but unissued common stock of the INC, or common stock held by the INC in its treasury. Awards issued under the Stock Incentive Plan consisted of restricted stock grants and stock options. Restricted Stock Grants During 2012, 12,625,005 restricted shares were issued to certain employees of the Company, with 25% vesting as of the grant date and a further 15% vesting on June 30, 2012 through June 30, 2016. On September 23, 2013, 1,402,776 additional restricted shares were issued to the CEO of the INC, with 20% vesting on September 23 rd The fair value of the restricted shares granted on January 11, 2012 amounted to $0.0060 per share, which was calculated by performing a valuation of the INC’s total equity as of the grant date using income and market-based approaches. These approaches derive the fair value of restricted shares based on certain assumptions related to expected stock price volatility, expected term, risk-free interest rate and dividend yield. Expected volatilities were based on observed volatility of similar publicly-traded companies, and the expected term was based on a formula that considers the vesting terms and the original contract term of the restricted shares. The risk-free rate was based on a U.S. Treasury yield and the selected dividend yield assumption was determined in view of the INC’s historical and estimated dividend payout. The fair value of the restricted shares granted on September 23, 2013 amounted to $0.1838 per share, which was determined using a recently traded stock transaction. Upon the change of control resulting from the Stella Point acquisition, effective February 1, 2017, all vesting was accelerated for the restricted stock grants and $103,405 was recognized as compensation expense and included in salaries and benefits in the consolidated statements of operations and comprehensive (loss) income in the Predecessor period from January 1, 2017 through January 31, 2017. The INC recognized $62,563 and $62,839 of compensation expense, included in salaries and benefits in the consolidated statements of operations and comprehensive (loss) income, over the employee service period for the years ended December 31, 2016 and 2015, respectively. There was no related tax benefit recognized by the INC for any of the periods presented in the consolidated financial statements. No compensation expense related to restricted stock grants was recognized in the Successor period from February 1, 2017 through December 31, 2017. Stock Options On September 23, 2013 and December 16, 2013, 4,348,610 and 701,338, options to purchase common stock were issued, respectively, to certain employees of the Company under the Stock Incentive Plan. The exercise price of the stock options was determined by the plan Committee but could not be less than 100% of the fair market value per share of the common stock on the date the option was granted by the Committee. The options issued on September 23, 2013 and December 16, 2013 were assigned an exercise price of $0.1838 and $0.2726 per share, respectively, an amount which the Committee determined was the fair market value of the shares. During 2016, pursuant to consent by the Committee, the exercise price was reduced to $0.05 and $0.14 per share, respectively. The options only vest upon a change of control event, therefore, the reduction in exercise price had no impact on the Company’s financial statements in 2016 since the vesting criteria had not been met. The issued options were “nonqualified stock options.” There were no stock options granted under the Plan subsequent to December 16, 2013. The INC used the Black-Scholes option-pricing model to determine the fair value of stock options on the date of grant. This model derives the fair value of stock options based on certain assumptions related to expected stock price volatility, expected option life, risk-free interest rate and dividend yield. The INC’s expected volatility is based on a blend of the historical and implied volatility of similar market participants’ stock price over the most recent period commensurate with the expected term of the stock option award. The estimated expected option life is based on a formula that considers the vesting terms and the original contract term of the stock option awards. The risk-free interest rate assumption is based upon the U.S. Treasury yield curve appropriate for the estimated life of the INC’s stock options awards and the selected dividend yield assumption was determined in view of the INC’s historical and estimated dividend payout. Upon the change of control resulting from the Stella Point acquisition, effective February 1, 2017, all stock options outstanding became fully vested and all were exercised, and the INC recognized $2,812,919 of compensation expense in the Predecessor period from January 1, 2017 through January 31, 2017 included in salaries and benefits in the consolidated statements of operations and comprehensive (loss) income. The INC will be allowed a tax deduction on its 2017 income tax return for the compensation expense recognized for these options that became fully vested. The INC recognized no compensation expense related to the stock options for the Predecessor years ended December 31, 2016 and 2015 as no vesting criteria had been met during those years. Additionally, there was no related tax benefits recognized by the INC in the Predecessor years ended December 31, 2016 and 2015. No options were granted during all the periods presented in the consolidated financial statements. During the Predecessor year ended December 31, 2016, 175,347 options were forfeited. No options were forfeited during the Predecessor period from January 1, 2017 through January 31, 2017 and Predecessor year ended December 31, 2015. At December 31, 2016, there were 4,874,511 nonvested options outstanding with a weighted average exercise price of $0.20. No options were outstanding after the change of control discussed above resulting from the Stella Point acquisition. |
FAIR VALUE MEASUREMENTS (Q2)
FAIR VALUE MEASUREMENTS (Q2) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2018 | Dec. 31, 2017 | |
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 | 9. FAIR VALUE MEASUREMENTS The Company classifies its U.S. Treasury and equivalent securities as held-to-maturity in accordance with 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 consolidated balance sheet and adjusted for the amortization or accretion of premiums or discounts. Cash held in the Trust Account amounted to $6,050 and $0 at December 31, 2017 and 2016. The gross holding gains and fair value of held-to-maturity securities at December 31, 2017 and 2016 were as follows: Held-To-Maturity Amortized Cost Gross Holding Losses Fair Value December 31, 2017 U.S. Treasury Securities (Mature on 1/18/2018) $ 175,877,136 $ (80,806 ) $ 175,796,330 December 31, 2016 $ — $ — $ — 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 that are measured at fair value on a recurring basis at December 31, 2017 and 2016, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level December 31, 2017 December 31, 2016 Assets: Cash and marketable securities held in Trust Account 1 $ 175,883,186 $ — |
Intermex Holdings, Inc. and Subsidiaries [Member] | ||
FAIR VALUE MEASUREMENTS [Abstract] | ||
FAIR VALUE MEASUREMENTS | NOTE 6 - FAIR VALUE MEASUREMENTS 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- 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 6 of the Company’s Audited Financial Statements. 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. The Company’s financial instruments that are not measured at fair value on a recurring basis include its revolver and term loan. The estimated fair value of the term loan would approximate book value as the debt bears a market interest rate that adjusts periodically. The estimated fair value of the revolver would approximate face value given the payment schedule and interest structure. | NOTE 9 — FAIR VALUE MEASUREMENTS The Company determines fair value in accordance with the provisions of FASB ASC 820, Fair Value Measurements and Disclosures 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 discussed in Note 3. Refer to Note 6 for a further discussion related to the fair value measurements. 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 maturities of these items. The Company’s financial instruments that are not measured at fair value on a recurring basis include its revolver and term loan. The Company utilizes a market approach to estimate the fair value of its term loan, using Level 2 inputs, by discounting anticipated future cash flows derived from the contractual terms of the obligation and observable market interest rates. At December 31, 2017 of the Successor period the estimated fair value of the term loan was $96.2 million, or 100.5% of its face value. The estimated fair value of the revolver would approximate face value given the payment schedule and interest structure. |
MERGER (Q2)
MERGER (Q2) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2018 | Dec. 31, 2017 | |
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. | 10. MERGER AGREEMENT On December 19, 2017, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and among the Company, Merger Sub 1, Merger Sub 2 (together with Merger Sub 1, the “Merger Subs”), Intermex and SPC Intermex Representative LLC (the “Representative”), which provides for the acquisition of Intermex by the Company pursuant to the proposed merger of Merger Sub 1 with and into Intermex with Intermex continuing as the initial surviving entity (the “First Merger”), immediately following which the initial surviving entity will be merged (the “Second Merger,” and together with the First Merger, the “Merger”) with and into Merger Sub 2, with Merger Sub 2 continuing as the surviving entity and a direct wholly owned subsidiary of the Company. As a result of the Merger, each outstanding share of Intermex common stock (“Intermex Common Stock”) will convert 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. Pursuant to the Merger Agreement, the aggregate consideration to be paid by the Company in the Merger will consist of (i) $92,000,000 in cash ($2,000,000 of which will be placed in escrow at closing as security for working capital adjustments), (ii) approximately $161,000,000 in shares of the Company’s common stock, subject to adjustment in accordance with the terms of the Merger Agreement, and (iii) an amount (as determined in accordance with the Merger Agreement) equal to any excess cash at Intermex at the time of the closing in the form of cash or additional shares of the Company’s common stock, at the option of the Company, subject to certain limited exceptions. The cash consideration will be funded from the cash held in the Company’s Trust Account after permitted redemptions. Each of Intermex, the Company and the Merger Subs have made representations, warranties and covenants in the Merger Agreement that are customary for transactions of this nature. The representations and warranties of the Company, the Merger Subs and Intermex will not survive the closing of the Merger. Consummation of the transactions contemplated by the Merger Agreement is subject to customary conditions of the respective parties, including, among others, that (i) the Merger be approved by the Company’s stockholders and Intermex’s stockholder; (ii) there has been no material adverse effect with respect to Intermex or the Company since the date of the Merger Agreement; (iii) the organizational documents of the Company will be amended and restated as described in the Merger Agreement; (iv ) the parties will have received certain governmental consents and authorizations to the Merger; (v) all applicable waiting periods and any extensions thereof under applicable antitrust, competition or similar laws will have expired or been terminated; and (vi) the Company will have at least $125,000,000 in its Trust Account as of the closing, after giving effect to the redemption of public shares by the Company’s public stockholders and the payment of deferred underwriting fees. The Merger Agreement provides that, upon consummation of the Merger, the Company will enter into a registration rights agreement and a shareholders agreement. Concurrently with the execution of the Merger Agreement, the Company, Intermex and certain existing Company stockholders entered into a Voting Agreement (the “Voting Agreement”). Pursuant to the Voting Agreement, the stockholders party thereto have agreed to, among other things, vote all of the shares of the Company’s common stock held by such stockholders (i) in favor of the adoption of the Merger Agreement and approval of the Merger and the other transactions contemplated by the Merger Agreement; (ii) against any actions that would result in a breach by the Company of any obligations contained in the Merger Agreement; (iii) in favor of the proposals set forth in the Company’s preliminary proxy statement/prospectus (and definitive proxy statement/prospectus, when available) to be filed with the SEC relating to the Merger; and (iv) against alternative proposals or transactions to the Merger. The Voting Agreement generally prohibits the stockholders party thereto from transferring, or permitting to exist any liens on, their shares of the Company’s common stock prior to the consummation of the Merger. The Voting Agreement will automatically terminate upon the first to occur of (i) the closing of the Merger and (ii) the termination of the Merger Agreement in accordance with its terms. |
SUBSEQUENT EVENTS (Q2)
SUBSEQUENT EVENTS (Q2) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2018 | Dec. 31, 2017 | |
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. | 11. SUBSEQUENT EVENTS The Company evaluates subsequent events and transactions that occur after the consolidated balance sheet date up to the date that the consolidated financial statements were issued. Other than as described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the consolidated financial statements. In January 2018, the Company withdrew $562,554 from interest earned on the Trust Account to pay franchise and income taxes payable. |
Intermex Holdings, Inc. and Subsidiaries [Member] | ||
SUBSEQUENT EVENTS [Abstract] | ||
SUBSEQUENT EVENTS | NOTE 11 – SUBSEQUENT EVENTS - FINTECH MERGER On July 26, 2018 (“Closing Date”), FinTech consummated the previously announced transactions contemplated by the Agreement and Plan of Merger, dated as of December 19, 2017, by and among FinTech, Merger Sub 1, Merger Sub 2, Intermex and SPC Intermex. The transactions 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”). In connection with the closing of the Merger, FinTech changed its name from FinTech Acquisition Corp. II to International Money Express, Inc. and Merger Sub 2 changed its name from FinTech Merger Sub 2, LLC to International Money Express Sub 2, LLC. 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 4,938,232 shares of its common stock at a redemption price of $10.086957 per share, resulting in a total payment to redeeming stockholders of approximately $49.8 million. The aggregate consideration paid in the Merger consisted of (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 36,182,783 shares of International Money Express, Inc outstanding common stock, warrants to purchase 8,959,999 shares of common stock and 3,371,389 shares reserved for issuance under the International Money Express, Inc. 2018 Equity Compensation Plan, of which stock options to purchase 2,763,219 shares of common stock and restricted stock units in respect of 21,189 shares of common stock were granted to employees and independent directors of the Company in connection with the completion of the transactions. 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. | NOTE 16 — SUBSEQUENT EVENTS The INC has evaluated subsequent events through March 26, 2018, which is the date these consolidated financial statements were available to be issued. The INC is not aware of any other subsequent events which would require recognition or disclosure in the consolidated financial statements other than those already disclosed. |
ACQUISITION BY STELLA POINT (Q2
ACQUISITION BY STELLA POINT (Q2) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2018 | Dec. 31, 2017 | |
Intermex Holdings, Inc. and Subsidiaries [Member] | ||
ACQUISITION BY STELLA POINT [Abstract] | ||
ACQUISITION BY STELLA POINT | NOTE 2 – ACQUISITION BY STELLA POINT On February 1, 2016, the Company and its majority owner at the time, Lindsay Goldberg LLC, entered into an agreement with Stella Point, acquirer, for the sale of the Company. This acquisition was accounted for as a business combination and became effective on February 1, 2017 for a transaction price 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 the Company’s outstanding debt and an additional funding of $5,000,000 of Company debt. There was no contingent consideration in the transaction. As a result, Stella Point acquired 80.7% of the voting equity interest in the Company and other minority stockholders acquired the remaining interest, none individually greater than 10%. The purchase price in excess of the fair value of acquired assets was accounted for as goodwill, as discussed further below. Net Assets Acquired The acquisition method for a business combination requires that the assets acquired and liabilities assumed be recognized at their allocated fair values as 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 of a trade name, agent relationships and developed technology. The excess of the purchase consideration over the fair value of net tangible and identifiable intangible assets acquired was recorded as goodwill, which is attributable to the workforce 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. Acquisition-Related Costs Direct costs related to the Stella Point acquisition were expensed as incurred and included as “transaction costs” in the condensed consolidated statements of operations and comprehensive income (loss). Such costs amounted to $6,212,602 for the Successor period from February 1, 2017 through June 30, 2017, and $3,917,188 for the Predecessor period from January 1, 2017 through January 31, 2017. The transaction costs in the condensed consolidated statements of operations and comprehensive income (loss) for the three and six months ended June 30, 2018 in the amount of $2,553,301 and $4,014,311, respectively, relate to the merger with FinTech (see Note 11 for further discussion). These acquisition-related costs include 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. | NOTE 3 — ACQUISITION BY STELLA POINT On February 1, 2016, the Company and its majority owner at the time, Linsday Goldberg LLC, entered into an agreement with Stella Point, acquirer, for the sale of the Company. This acquisition was accounted for as a business combination and became effective on February 1, 2017 for a transaction price 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 the Company’s outstanding debt and an additional funding of $5,000,000 of Company debt. There was no contingent consideration in the transaction. As a result, Stella Point acquired 80.7% of the voting equity interest in the Company and other minority stockholders acquired the remaining interest, none individually greater than 10%. The purchase price in excess of the fair value of acquired assets was accounted for as goodwill as discussed further below. Net Assets Acquired The acquisition method for a business combination requires that the assets acquired and liabilities assumed be recognized at their allocated fair values as of the February 1, 2017 acquisition date, which is summarized below: Successor Company Cash $ 43,064,931 Accounts receivables 27,183,489 Prepaid and other current assets 560,934 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 of a trade name, agent relationships and developed technology. The excess of the purchase consideration over the fair value of net tangible and identifiable intangible assets acquired was recorded as goodwill which is attributable to the workforce and reputation of Intermex. The accounting for this business combination has been completed, therefore the measurement period is closed. The Company does not expect goodwill to be deductible for income tax purposes. Acquisition-Related Costs Direct costs related to the Stella Point acquisition are expensed as incurred and included as “transaction costs” in the consolidated statements of operations and comprehensive (loss) income. Such costs amounted to $6,212,602 for the Successor period from February 1, 2017 through December 31, 2017, and $3,917,188, $900,530 and $1,609,034 for the Predecessor periods from January 1, 2017 through January 31, 2017 and the years ended December 31, 2016 and 2015, respectively. The remaining transaction costs on the consolidated statements of operations and comprehensive (loss) income for the Successor period from February 1, 2017 through December 31, 2017 in the amount of $2,492,899 relate to the anticipated merger with FinTech (see Note 15 for further discussion). These costs include 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. |
GOODWILL AND OTHER INTANGIBLE40
GOODWILL AND OTHER INTANGIBLE ASSETS (Q2) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2018 | Dec. 31, 2017 | |
Intermex Holdings, Inc. and Subsidiaries [Member] | ||
GOODWILL AND OTHER INTANGIBLE ASSETS [Abstract] | ||
GOODWILL AND OTHER INTANGIBLE ASSETS | NOTE 3 – GOODWILL AND OTHER INTANGIBLE ASSETS Goodwill and the majority of the other intangible assets on the condensed consolidated balance sheets of the Company were recognized upon the acquisition by Stella Point (see Note 2). 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, 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. A change in the conditions, circumstances or strategy of the Company may result in a need to recognize an impairment charge. The following table presents the changes in goodwill and other intangible assets: Successor Company Goodwill Other Intangibles Balance at January 1, 2018 $ 36,259,666 $ 48,741,032 Amortization expense - (6,237,100 ) Balance at June 30, 2018 $ 36,259,666 $ 42,503,932 | NOTE 6 — GOODWILL AND OTHER INTANGIBLE ASSETS The gross carrying amount and accumulated amortization at December 31 for goodwill and other intangible assets are as follows: Successor Company 2017 Predecessor Company 2016 As Restated Indefinite lives: Goodwill $ 36,259,666 $ — Trade name — 5,300,000 Total indefinite lives 36,259,666 5,300,000 Amortizable: Agent relationships 40,500,000 29,200,000 Trade name 15,500,000 Developed technology 6,600,000 — Other intangibles 699,689 1,430,224 Accumulated amortization expense (14,558,657 ) (29,582,590 ) Net amortizable intangibles 48,741,032 1,047,634 Total goodwill and other intangible assets $ 85,000,698 $ 6,347,634 Successor Company The majority of the intangibles on the consolidated balance sheet of the Successor Company were recognized upon the acquisition by Stella Point (see Note 3). The fair value measurements were based on significant inputs, such as the Company’s forecasted revenues, assumed turnover of agent locations, obsolescence assumptions for technology, market discount and royalty rates. These inputs are based on information not observable in the market and represent Level 3 measurements within the fair value hierarchy. Trade name refers to the Intermex name, branded on all agent locations and well recognized in the market. This fair value was determined using the relief-from-royalty method, which is based on the Company’s expected revenues and a royalty rate estimated using comparable market data. As a result of the Stella Point acquisition, the Company determined it was appropriate to assign a finite useful life of 15 years to the trade name. Under the Predecessor Company the trade name was not amortized and was assessed for impairment annually. The Successor Company decided that a finite life would be more appropriate, providing better matching of the amortization expense during the period of expected benefits. The agent relationships intangible represents the network of over 5,000 independent agents. This intangible was valued using the excess earnings method, which was based on the Company’s forecasts and historical activity at agent locations in order to develop a turnover rate and expected useful life. Assuming a year-over-year location turnover rate of 17.4%, this resulted in an expected useful life for this intangible of 15 years. Developed technology includes the state-of-the-art system that the Company has continued to develop and improve upon over the past 20 years. This intangible was valued using the relief-from-royalty method based on the Company’s forecasted revenues, a royalty rate estimated using comparable market data, an expected obsolescence rate of 18.0% and an estimated useful life of 15 years. Other intangibles primarily relate to the acquisition of certain agent locations, which are amortized over 10 years. The net book value of these intangibles was $610,859 at December 31, 2017. The following table presents the changes in goodwill and other intangible assets: Goodwill Other Intangibles Predecessor Company Balance at December 31, 2014, as restated $ — $ 8,119,749 Amortization expense, as restated — (1,184,897 ) Effect of exchange rate changes — (1,067 ) Balance at December 31, 2015, as restated $ — $ 6,933,785 Acquisition of agent locations — 342,876 Amortization expense, as restated — (928,945 ) Effect of exchange rate changes — (82 ) Balance at December 31, 2016, as restated $ — $ 6,347,634 Amortization expense — (230,663 ) Balance at January 31, 2017 $ — $ 6,116,971 Goodwill Other Intangibles Successor Company Balance at February 1, 2017 $ 36,259,666 $ 62,660,000 Acquisition of agent locations — 639,689 Amortization expense — (14,558,657 ) Balance at December 31, 2017 $ 36,259,666 $ 48,741,032 Amortization expense related to intangible assets for the next five years and thereafter is as follows for the Successor Company: 2018 $ 12,458,705 2019 9,320,428 2020 6,902,482 2021 5,112,601 2022 3,952,547 Thereafter 10,994,269 $ 48,741,032 Predecessor Com pany The majority of the intangibles on the consolidated balance sheet of the Predecessor Company were recognized in 2006 with the acquisition of Intermex, LLC and consisted primarily of the trade name and agent relationships. The amortization of the agent relationships for the Predecessor Company has been restated to reflect an accelerated method. Previously the Predecessor Company was amortizing on a straight-line basis (see Note 1 for further discussion). The Predecessor Company also had intangibles relating to agent locations acquired, which had a net book value of $691,798 at December 31, 2016 of the Predecessor period. |
ACCRUED AND OTHER LIABILITIES41
ACCRUED AND OTHER LIABILITIES (Q2) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2018 | Dec. 31, 2017 | |
Intermex Holdings, Inc. and Subsidiaries [Member] | ||
ACCRUED AND OTHER LIABILITIES [Abstract] | ||
ACCRUED AND OTHER LIABILITIES | NOTE 4 – ACCRUED AND OTHER LIABILITIES Accrued and other liabilities consisted of the following: Successor Company June 30, 2018 December 31, 2017 Payables to agents $ 8,230,526 $ 6,875,416 Accrued legal fees 3,378,289 1,644,470 Accrued compensation 1,572,609 1,092,460 Accrued bank charges 1,033,120 897,404 Accrued taxes 840,289 318,792 Other 1,601,293 685,907 $ 16,656,126 $ 11,514,449 | NOTE 7 — ACCRUED AND OTHER LIABILITIES Accrued and other liabilities at December 31 consisted of the following: Successor Company 2017 Predecessor Company 2016 Payables to agents $ 6,875,416 $ 4,879,360 Compensation accruals 1,092,460 870,856 Accruals for taxes 318,792 163,843 Accrued interest — 676,806 Other 3,227,781 3,296,070 $ 11,514,449 $ 9,886,935 |
DEBT (Q2)
DEBT (Q2) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2018 | Dec. 31, 2017 | |
Intermex Holdings, Inc. and Subsidiaries [Member] | ||
DEBT [Abstract] | ||
DEBT | NOTE 5 – DEBT Debt consisted of the following: Successor Company June 30, 2018 December 31, 2017 Revolving credit facility $ 20,000,000 $ 20,000,000 Term loan 93,362,500 95,787,500 113,362,500 115,787,500 Less: Current portion of long term debt (1) (4,078,627 ) (3,913,436 ) Less: Debt origination costs (3,883,677 ) (4,347,602 ) $ 105,400,196 $ 107,526,462 (1) Current portion of long term debt is net of debt origination costs of $771,373 at June 30, 2018 and $936,564 at December 31, 2017. On August 23, 2017, the Company 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 $20,000,000 in the aggregate and a term loan in an aggregate principal amount of $97,000,000. 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. On December 19, 2017, the Financing Agreement was amended to allow for the change of control of the Company pursuant to the Merger (see Note 11). In connection with the Merger, the Company will be required to pay $1.5 million in fees to MC Credit Partners. These fees are contingent upon the closing of the Merger and therefore are not accrued as of June 30, 2018. The $1.5 million will be expensed as part of transaction costs in the third quarter of 2018, and the payment was made from the net proceeds received in the transaction. | NOTE 8 — DEBT Debt at December 31 consisted of the following: Successor Company 2017 Predecessor Company 2016 Revolving credit facility $ 20,000,000 $ 10,000,000 Term loan 95,787,500 70,000,000 115,787,500 80,000,000 Less: Current portion of long term debt (1) (3,913,436 ) (849,809 ) Less: Debt issuance costs (4,347,602 ) (1,967,380 ) $ 107,526,462 $ 77,182,811 (1) Current portion of long term debt is net of debt issuance costs of $936,564 at December 31, 2017 of the Successor period and $462,691 at December 31, 2016 of the Predecessor period. Successor Company Financing Agreement On August 23, 2017, the Company entered into a Financing Agreement (the “Financing Agreement”) with MC Credit Partners to refinance existing debt discussed further below. The Financing Agreement includes a revolving credit facility that provides for loans up to $20,000,000 in the aggregate. Subject to the terms of the Financing Agreement, interest is determined based on the highest of the LIBOR Rate, commercial lending rate of the collateral agent and federal funds rate, plus an applicable margin. The effective rate at December 31, 2017 of the Successor period was 12.50%. The revolving credit facility is subject to an unused line fee of 0.75% per annum. At December 31, 2017, the Company had $20,000,000 outstanding under this facility with zero accrued interest, and no remaining borrowings available. The total borrowings under this facility and any unpaid interest are fully payable on August 23, 2022. The Financing Agreement also includes a term loan in the aggregate principal amount of $97,000,000. Subject to the terms of the Financing Agreement, interest is based on the LIBOR Rate plus an applicable margin. The effective rate at December 31, 2017 of the Successor period was 10.46%. 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. The total borrowings under the term loan are fully payable on August 23, 2022. The scheduled annual maturities of the term loan at December 31, 2017 of the Successor period are as follows: 2018 $ 4,850,000 2019 6,062,500 2020 9,700,000 2021 9,700,000 2022 65,475,000 $ 95,787,500 On December 18, 2017, the Financing Agreement was amended to allow for the FinTech merger (see Note 15), as the agreement contains a restrictive covenant related to the change of control of the Company. In connection with this amendment the Company will be required to pay a $1 million consent fee. This fee is only payable upon the closing of the FinTech merger and therefore is not accrued as of December 31, 2017. Further the Company intends to repay $20 million of the term loan upon closing of the FinTech merger, which will be subject to a 3% prepayment fee. This anticipated $20 million prepayment would reduce the amount of the final term loan payment on August 23, 2022. The Company may make additional prepayments of the term loan by incurring additional costs. In addition, the Financing Agreement contains additional restrictive covenants, which among other things, require a specified ratio of fixed charge coverage, a total net leverage ratio, and asset coverage ratio. The Company is in compliance with these covenants at December 31, 2017 of the Successor period. Payment obligations under the revolving credit facility and term loan are guaranteed by the INC and each of the Company’s domestic subsidiaries and collateralized by substantially all assets and the shares and member units of the INC and Intermex Wire Transfer, LLC, respectively. The proceeds from the revolver and term loan discussed above were used to repay the existing debt. This refinancing was accounted for as an extinguishment of debt, and there was no gain or loss recognized. See Note 2 for a discussion regarding capitalization of debt issuance costs related to the new debt in 2017 and write-off of debt issuance costs related to the extinguishment of existing debt. Predecessor Company Financing Agreement On March 24, 2016, the Company entered into an Amended and Restated Financing Agreement (the “Amended Financing Agreement”) with its existing lenders. The Amended Financing Agreement included a revolving credit facility that provided for loans up to $10,000,000 in the aggregate. At the Company’s option, subject to the terms of the Amended Financing Agreement, interest was determined based on LIBOR Rate, plus an applicable margin. The effective rate at December 31, 2016 of the Predecessor period was 9.5%. The revolving credit facility was subject to an unused line fee of 0.5% per annum. At December 31, 2016, the Company had $10,000,000 outstanding under this facility, and the borrowing availability under this facility was zero. The total borrowings under this facility and any unpaid interest were fully payable on March 24, 2021. The Amended Financing Agreement also included a term loan in the aggregate principal amount of $70,000,000. Subject to the terms of the Amended Financing Agreement, interest was determined based on LIBOR Rate, plus an applicable margin. The effective rate at December 31, 2016 of the Predecessor period was 9.5%. The principal amount of the term loan was to be repaid in consecutive quarterly installments, each in the amount of $875,000, after the change of control on February 1, 2017, discussed further in Note 3, commencing on June 30, 2017 and continuing on the last day of each September, December, March and June thereafter. The total borrowings under this facility and any unpaid interest were fully payable on March 24, 2021. The principal balance outstanding on the term loan at December 31, 2016 of the Predecessor period was $70,000,000. On February 1, 2017, the Company entered into an amendment of the Amended Financing Agreement whereby the aggregate principal amount of the term loan was increased by $5,000,000, all of which was then fully paid off in connection with the refinancing on August 23, 2017 discussed above. |
INCOME TAXES (Q2)
INCOME TAXES (Q2) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2018 | Dec. 31, 2017 | |
INCOME TAXES [Abstract] | ||
INCOME TAXES | 8. INCOME TAX Information for the year ended December 31, 2016 and for the period from May 28, 2015 (inception) through December 31, 2015 is not presented as it is deemed to be not material. The Company’s net deferred tax assets are as follows: December 31, 2017 Deferred tax asset Organizational costs/Startup expenses $ 216,951 Total deferred tax assets 216,951 Valuation allowance (216,951 ) Deferred tax asset, net of allowance $ — The income tax provision consists of the following: Year Ended December 31, 2017 Federal Current $ 436,721 Deferred (216,951 ) State Current $ — Deferred — Change in valuation allowance 216,951 Income tax provision $ 436,721 As of December 31, 2017, the Company had no U.S. federal and state net operating loss carryovers (“NOLs”) available to offset future taxable income. In accordance with Section 382 of the Internal Revenue Code, deductibility of the Company’s NOLs may be subject to an annual limitation in the event of a change in control as defined under the regulations. In assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion of all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. For the year ended December 31, 2017, the change in the valuation allowance was $216,951. A reconciliation of the federal income tax rate to the Company’s effective tax rate at December 31, 2017 is as follows: Year Ended December 31, 2017 Statutory federal income tax rate 34.0 % State taxes, net of federal tax benefit 0.0 % Deferred tax rate change 53.4 % Change in valuation allowance 86.3 % Income tax provision 173.7 % The Company files income tax returns in the U.S. federal jurisdiction and in various state and local jurisdictions and is subject to examination by the various taxing authorities. The Company considers Pennsylvania to be a significant state tax jurisdiction. | |
Intermex Holdings, Inc. and Subsidiaries [Member] | ||
INCOME TAXES [Abstract] | ||
INCOME TAXES | NOTE 9 - INCOME TAXES A reconciliation between the income tax expense (benefit) at the US statutory tax rate and the Company’s income tax provision (benefit) on the condensed consolidated statements of operations and comprehensive income (loss) is below: Successor Company Predecessor Company Three Months Ended June 30, Six Months Ended June 30, Period from February 1, 2017 to June 30, Period from January 1, 2017 to January 31, 2018 2017 2018 2017 2017 (Unaudited) Income (loss) before income taxes $ 2,668,244 $ 1,517,237 $ 1,920,955 $ (5,243,578 ) $ (5,521,794 ) US statutory tax rate 21 % 34 % 21 % 34 % 34 % Income tax expense (benefit) at statutory rate 560,331 515,861 403,401 (1,782,817 ) (1,877,410 ) State tax expense (benefit), net of federal 156,527 38,064 116,242 8,575 (278,657 ) Foreign tax rates different from US statutory rate 25,947 (6,254 ) 33,264 90,003 (45,631 ) Non-deductible expenses 89,671 (303,917 ) 72,055 2,928,445 409 Other (8,587 ) - (8,590 ) - (2,084 ) Total tax provision (benefit) $ 823,889 $ 243,754 $ 616,372 $ 1,244,206 $ (2,203,373 ) Effective income tax rates for interim periods are based upon our current estimated annual rate. Our 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 income (loss) was impacted by state taxes, non-deductible expenses such as share-based compensation expense and 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 United States 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. Due to the timing of the Act and the complexity involved in applying the provisions of the Act, the Company made a reasonable estimate of the effects 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 laws 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 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. In the first half of 2018, there were no such adjustments made to the provisional amounts recorded in December 2017. As of June 30, 2018, the Company did not have any amounts accrued for interest and penalties or recorded for uncertain tax positions. | NOTE 13 — INCOME TAXES The provision for income taxes consists of the following: Successor Company Predecessor Company Period from February 1, 2017 to December 31, 2017 Period from January 1, 2017 to January 31, 2017 Year Ended December 31, 2016 Year Ended December 31, 2015 (as Restated) (as Restated) Current tax provision: Foreign $ 164,126 $ 10,977 $ 184,058 $ 143,954 Federal 329 1 180,654 76,204 Total Current 164,455 10,978 364,712 220,158 Deferred tax provision (benefit): Federal 595,682 (1,791,686 ) 4,537,301 3,492,740 State (225,735 ) (422,665 ) (818,358 ) 478,745 Total deferred 369,947 (2,214,351 ) 3,718,943 3,971,485 Total tax provision (benefit) $ 534,402 $ (2,203,373 ) $ 4,083,655 $ 4,191,643 A reconciliation between the tax provision (benefit) at the US statutory tax rate to the Company’s tax provision (benefit) on the consolidated statements of operations and comprehensive (loss) income is below: Successor Company Predecessor Company Period from February 1, 2017 to December 31, 2017 Period from January 1, 2017 to January 31, 2017 Year Ended December 31, 2016 Year Ended December 31, 2015 (as Restated) (as Restated) (Loss) income before income taxes $ (9,639,051 ) $ (5,521,794 ) $ 13,483,681 $ 9,949,467 US statutory tax rate 34 % 34 % 34 % 34 % Income tax (benefit) expense at statutory rate (3,277,277 ) (1,877,410 ) 4,584,452 3,382,819 State tax expense (benefit), net of federal (182,027 ) (278,657 ) 574,478 338,818 Foreign tax rates different from US statutory rate 94,688 (45,631 ) 124,107 50,267 Non-deductible expenses 3,309,549 409 (58,494 ) 6,772 Change in tax rate 604,153 — (1,070,363 ) 405,866 Other (14,684 ) (2,084 ) (70,525 ) 7,101 Total tax provision (benefit) $ 534,402 $ (2,203,373 ) $ 4,083,655 $ 4,191,643 The tax provision recognized in the Successor period from February 1, 2017 through December 31, 2017 was impacted by non-deductible expenses, including equity compensation and transaction costs. As explained in detail below, the effective tax rate for the Successor period from February 1, 2017 through December 31, 2017 is also affected by a reduction in the corporate tax rate from 34% to 21% as a result of the Act. For the Predecessor years ended December 31, 2016 and 2015, the Company recorded an income tax (benefit) expense of ($1,070,363) and $405,866, respectively, as a result of changes to the blended state tax rate. The Company is subject to tax in various U.S. state jurisdictions. Changes in the annual allocation and apportionment of the Company’s activity amongst these state jurisdictions results in changes to the blended state rate utilized to measure the Company’s deferred tax assets and liabilities. The tax effect of temporary differences, which give rise to deferred tax assets and deferred tax liabilities at December 31 is as follows: Successor Company 2017 Predecessor Company 2016 Deferred tax assets: Net operating losses $ 10,582,599 $ 14,793,711 Allowance for doubtful accounts 211,926 239,789 Deferred rent — 15,553 Intangibles — 11,499,513 Transaction costs 532,651 770,220 Alternative minimum tax credit 272,186 271,937 Depreciation — 141,021 Other 72,321 126,621 Total deferred tax assets 11,671,683 27,858,365 Deferred tax liabilities: Depreciation (500,343 ) — Intangibles (9,422,486 ) — Other — (42,253 ) Total deferred tax liabilities (9,922,829 ) (42,253 ) Net deferred tax (liability) asset $ 1,748,854 $ 27,816,112 At December 31, 2017 of the Successor period, the Company had Federal and State net operating loss carryforwards of approximately $39,753,000 and $46,535,000, respectively, which are available to reduce future taxable income. With few exceptions, these net operating loss carryforwards will expire from 2029 through 2037. On February 1, 2017, the Company was acquired by Stella Point, which was considered a change of ownership under Internal Revenue Code Section 382. After the change of ownership, utilization of the Company’s net operating loss carryforwards is now subject to an annual limitation. The Company has recorded a deferred tax asset for only the portion of its net operating loss carryforward that it expects to realize before expiration. In December 2017, the Company entered into a definitive merger agreement with FinTech (see Note 15), which could also result in a change of ownership under Internal Revenue Code Section 382. Utilization of the Company’s net operating loss and credit carryforwards may be subject to substantial limitation due to the ownership change, which may result in expiration of these tax attributes. In accordance with criteria under FASB ASC 740, Income Taxes On December 22, 2017, the United States enacted tax reform legislation known as the H.R.1, commonly referred to as the “Tax Cuts and Jobs Act” (the “Act”), resulting in significant modifications to existing law. Due to the timing of the Act and the complexity involved in applying the provisions of the Act, the Company 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, the Company has recorded a provisional one-time increase in income tax expense of $656,000 for the Successor period from February 1, 2017 through December 31, 2017, which consists primarily of the remeasurement of deferred tax assets and liabilities from 34% to 21%. The Company does not expect to incur a liability related to the one-time deemed repatriation transition tax on unrepatriated foreign earnings, as its foreign subsidiaries have a combined accumulated deficit at December 31, 2017 of the Successor period. As the Company collects and prepares necessary data, and interprets the Act and any 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. 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. |
SUMMARY OF SIGNIFICANT ACCOUN44
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (FY) (Policies) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2018 | Dec. 31, 2017 | |
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. | Basis of presentation The accompanying consolidated financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. In connection with the Company's assessment of going concern considerations in accordance with the Financial Accounting Standard Board's Accounting Standards Update ("ASU") 2014-15, "Disclosures of Uncertainties about an Entity's Ability to Continue as a Going Concern," management has determined that the mandatory liquidation and subsequent dissolution raises substantial doubt about the Company's ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after January 25, 2019. |
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. | Principles of Consolidation The accompanying 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 | 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. | 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 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 December 31, 2017 and 2016. |
Cash and Marketable Securities Held in Trust Account | Cash and marketable securities held in Trust Account At 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. | 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 (if any) 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. The Company’s common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at December 31, 2017, 16,112,706 shares of common stock subject to possible redemption is presented as temporary equity, outside of the stockholders’ equity section on the Company’s 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. | 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. |
Net 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. | Net loss per common share The Company complies with the accounting and disclosure requirements of ASC Topic 260, “Earnings Per Share.” Net loss per common share is computed by dividing net loss by the weighted average number of common shares outstanding for the period, excluding shares of common stock forfeited by certain of the Company’s Initial Shareholders on January 25, 2017. Shares of common stock subject to possible redemption at December 31, 2017 have been excluded from the calculation of basic loss per share since such shares, if redeemed, only participate in their pro rata share of the Trust Account earnings. The Company has not considered the effect of warrants to purchase 8,960,000 shares of common stock in the calculation of diluted loss per share, since the exercise of the warrants is contingent upon the occurrence of future events. As a result, diluted loss per common share is the same as basic loss per common share for the periods presented. |
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. | 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 December 31, 2017 and 2016, the Company had not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. |
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. | 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 December 31, 2017 and 2016. 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. |
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. | 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 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. | 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 consolidated financial statements. |
Intermex Holdings, Inc. and Subsidiaries [Member] | ||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | ||
Reclassifications | Reclassifications Certain reclassifications have been made to prior-year amounts in the consolidated balance sheets and consolidated statements of operations and comprehensive (loss) income to conform to current-year reporting classifications. These reclassifications had no impact on net (loss) income, comprehensive (loss) income or stockholder’s equity. | |
Use of Estimates | Estimates The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported amounts of revenues and expenses. Actual results could differ from these estimates. | |
Cash and Cash Equivalents | Cash Cash is comprised of deposits in U.S. and foreign banks. The Company recognizes interest income from its cash deposits on an accrual basis. The Company considers cash equivalents to be short term, highly liquid investments with maturities of three months or less. | |
Concentration of Credit Risk | Concentration of Credit Risk The Company maintains certain of its cash balances in various U.S. banks, which at times, may exceed federally insured limits. The amount that exceeded the federally insured limits totaled $31,739,808 at December 31, 2017 of the Successor period and $22,322,423 at December 31, 2016 of the Predecessor period. The Company has not incurred any losses on these accounts. In addition, the Company maintains various bank accounts in Mexico and Guatemala, which are not insured. The Company has not incurred any losses on these uninsured foreign bank accounts, and management believes it is not exposed to any significant credit risk regarding these accounts. Cash balances were as follows at December 31: Successor Company 2017 Predecessor Company 2016 Cash in U.S. dollars in U.S. banks $ 55,375,471 $ 34,437,494 Cash in foreign banks and foreign currency 3,774,454 3,159,019 Petty cash 5,693 4,583 $ 59,155,618 $ 37,601,096 | |
Revenue Recognition | Revenue Reco g nition 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 the Company is the primary obligor and has latitude in establishing price. Foreign exchange revenue, which represents the difference between the exchange rate set by the Company 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 the Company’s technology in processing transactions. Revenues 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. | |
Business Combinations | Business Combinations The Company accounts for its business combinations using the acquisition method, which requires that intangible assets be recognized apart from goodwill if they are contractual in nature or separately identifiable. Acquisitions are measured on the fair value of consideration exchanged and, if the consideration given is not cash, measurement is based on the fair value of the consideration given or the fair value of the assets acquired, whichever is more reliably measurable. The excess of cost of an acquired entity over the fair value of identifiable acquired assets and liabilities assumed is allocated to goodwill. The valuation and allocation processes rely on significant assumptions made by management. In certain situations, the allocations of excess purchase price are based upon preliminary estimates and assumptions. Accordingly, the allocations are subject to revision when the Company receives updated information, including valuations and other analyses, which are completed within one year of the acquisition. Revisions to the fair values, which may be significant, are recorded when pending information is finalized, within one year from the acquisition date. | |
Accounts Receivable and Allowance for Doubtful Accounts | Accounts Receivable and Allowance for Doubtful Accounts Accounts receivable are recorded upon initiation of the wire transfer and are typically due to the Company within five days. The Company maintains an allowance for doubtful accounts for estimated losses resulting from the inability of its customers to make required payments. When preparing these estimates, management considers a number of factors, including the aging of a customer’s account, creditworthiness of specific customers, historical trends and other information. The Company reviews its allowance for doubtful accounts policy periodically, reflecting current risks and changes in industry conditions and when necessary, will increase its allowance for doubtful accounts and recognize a provision to bad debt expense, included in other selling, general and administrative expenses in the consolidated statements of operations and comprehensive (loss) income. | |
Prepaid Expenses and Other Assets | Prepaid Expenses and Other Assets Prepaid wires represent funds that are required at certain payer agent locations in advance of a transaction, which are typically utilized within a few days. Other prepaid expenses, other current assets and other assets consist primarily of prepaid expenses, notes receivable (see Note 4), and restricted cash. Interest income on notes receivable is recognized on a cash basis due to uncertainty on receiving the interest payments. The restricted cash is maintained by a United States Bank and is cash collateral for an irrevocable stand-by letter of credit in the amount of $639,662 issued as collateral for the operating lease of the Company’s headquarters and recorded in other assets at December 31, 2017 of the Successor period and December 31, 2016 of the Predecessor period, in the consolidated balance sheets. | |
Property and Equipment | Propert and Eq pment Property and equipment, including leasehold improvements, are stated at cost, or the allocated fair value in purchase accounting, less accumulated depreciation and amortization. The costs of additions and betterments that substantially extend the useful life of an asset are capitalized and the expenditures for ordinary repairs and maintenance are expensed in the period incurred as part of other selling, general and administrative expenses in the consolidated statements of operations and comprehensive (loss) income. Depreciation is computed using the straight-line method over the estimated useful lives of the related assets. Leasehold improvements are amortized over the life of the lease or the estimated useful life of the improvement, whichever is shorter. At the time depreciable assets are retired or otherwise disposed, the cost and the related accumulated depreciation of such assets are eliminated from the accounts and any gain or loss is recognized in the current period. The Company capitalizes costs incurred for the development of internal use computer software, which are depreciated over five years using the straight-line method. | |
Goodwill and Other Intangible Assets | Goodwill and Other Intan ible Assets Goodwill and other intangible assets result primarily from business combination acquisitions, including the Stella Point acquisition discussed in Note 3. 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 (see Note 3). Qualitative assessment includes consideration of the economic, industry and market conditions in addition to the overall financial performance of the Company and 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 the Successor period from February 1, 2017 through December 31, 2017. The Company’s trade name, agent relationships and developed technology are currently amortized utilizing an accelerated method over their estimated useful lives of 15 years. Other intangible assets are amortized on a straight-line basis over a useful life of 10 years. Refer to Note 1 for a discussion of the restatement of prior periods related to the correction of an error for the amortization of agent relationships. The Company reviews for impairment indicators of finite-lived intangibles and other long-lived assets as described below in “Impairment of Long-Lived Assets.” | |
Impairment of Long-Lived Assets | Im pairment of Lon -Lived Assets The Company evaluates long-lived assets, including amortizable intangible assets, for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Upon such an occurrence, recoverability of assets to be held and used is measured by comparing the carrying amount of an asset to forecasted undiscounted future net cash flows expected to be generated by the asset. If the carrying amount of the asset exceeds its estimated future cash flows, an impairment charge is recognized for the amount by which the carrying amount of the asset exceeds the fair value of the asset. For long-lived assets held for sale, assets are written down to fair value, less cost to sell. Fair value is determined based on discounted cash flows, appraised values or management’s estimates, depending upon the nature of the assets. There were no impairment indicators noted for all periods presented in the consolidated financial statements for long-lived assets, including amortizable intangible assets. | |
Debt Issuance Costs | Debt Issuance Costs During August 2017, the Company capitalized costs totaling $4,682,830 for the Successor period from February 1, 2017 through December 31, 2017 relating to its debt issuance (see Note 8) and is amortizing these costs over the life of the related debt using the straight-line method, which approximates the effective interest method. The Company incurred and capitalized debt issuance costs of $2,315,992 and $2,789,288 for the Predecessor years ended December 31, 2016 and 2015, respectively. There were no debt issuance costs incurred for the Predecessor period from January 1, 2017 through January 31, 2017. The unamortized portion of debt issuance costs is recorded on the consolidated balance sheets as an offset to the related debt and totaled $4,347,602 at December 31, 2017 for the Successor period and $1,967,380 at December 31, 2016 for the Predecessor period. Amortization of debt issuance costs is included as a component of interest expense in the consolidated statements of operations and comprehensive (loss) income and amounts to $335,221 for the Successor period from February 1, 2017 through December 31, 2017, and $39,298, $2,670,976 and $741,450 for the Predecessor periods from January 1, 2017 through January 31, 2017 and years ended December 31, 2016 and 2015, respectively. The amortization of debt issuance costs includes the write off of debt issuance costs associated with previous debt issuance of $2,322,372 and $274,534 for the Predecessor years ended December 31, 2016 and 2015, respectively. Debt issuance costs of $1,928,089 related to debt that was assumed by the Successor Company in connection with the Stella Point acquisition (see Note 3) was written off to goodwill at the February 1, 2017 acquisition date. | |
Advertising Costs | Advertisin Costs Advertising costs are included in other selling, general and administrative expenses in the consolidated statements of operations and comprehensive (loss) income and are expensed as incurred. The Company incurred advertising costs of $1,653,596 for the Successor period from February 1, 2017 through December 31, 2017, and $96,404, $1,124,210 and $720,030 for the Predecessor periods from January 1, 2017 through January 31, 2017 and years ended December 31, 2016 and 2015, respectively. | |
Income Taxes | Income Taxes The Company accounts for income taxes in accordance with U.S. 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. The Company accounts 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 by the uncertain tax position guidance, the Company recognizes the financial statement benefit of a position only after determining that 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. The Company is 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, the Company is no longer subject to U.S. federal or state and local income tax examinations by tax authorities for the years before 2011. The Company applies the uncertain tax position guidance to all tax positions for which the statute of limitations remains open. The Company’s policy is to classify interest accrued as interest expense and penalties as operating expenses. The Company does not have any material uncertain tax positions. Foreign subsidiaries of the Company are subject to taxes by local tax authorities. | |
Foreign Currency Translation | Forei n Currenc Translation The financial statements and transactions of the Company’s foreign operations are maintained in their functional currency, which is other than the U.S. dollar. Assets and liabilities are translated at current exchange rates in effect at the balance sheet date. Revenue and expenses are translated at the average exchange rate for each period. Translation adjustments, which result from the process of translating the financial statements of the Company’s foreign operations into U.S. dollars, are recorded as a component of accumulated other comprehensive loss. (Losses) or gains from foreign currency transactions amounted to $(17,044) for the Successor period from February 1, 2017 through December 31, 2017, and $11,608, $1,055 and $20,948 for the Predecessor periods from January 1, 2017 through January 31, 2017 and years ended December 31, 2016 and 2015, respectively, and are included in other selling, general and administrative expenses in the consolidated statements of operations and comprehensive (loss) income. | |
Derivatives Instruments | Derivative Instruments The Company enters into forward foreign exchange contracts to manage the risk associated with currency fluctuations on settlement of wire transfers in foreign currencies. The Company’s forward foreign exchange contracts are denominated in Mexican pesos and Guatemalan quetzals and are for a maximum of five days. The Company’s accounting policy has been not to record the fair value of these contracts in the consolidated balance sheets as management has determined that the amounts are insignificant. Losses or gains from forward foreign exchange contract transactions are recorded in foreign exchange revenue but the amounts are insignificant for the periods presented. The Company had open forward foreign exchange contracts with notional amounts of approximately $8,200,000 and $8,100,000 at December 31, 2017 of the Successor period and $1,500,000 and $6,850,000 at December 31, 2016 of the Predecessor period for Mexico and Guatemala, respectively. | |
Comprehensive (Loss) Income | Comprehensive Loss Income Comprehensive (loss) income consists of net income (loss) and the foreign currency translation adjustment and is presented in the consolidated statements of operations and comprehensive (loss) income. | |
Share-Based Compensation | Share-Based Compensation The Company accounts for its share-based employee compensation expense related to incentive units, restricted stock grants and stock options under generally accepted accounting principles, which requires the measurement and recognition of compensation costs for all equity-based payment awards made to employees and directors based on estimated fair values. See Note 12 for further discussion related to share-based compensation. | |
Segments | Segments The Company’s business is organized around one reportable segment that provides money transmittal services between the USA 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. | |
Recently Issued Accounting Standards | Accounting Pronouncements The FASB issued amended guidance, Restricted Cash The FASB issued guidance, Improvements to Employee Share-Based Payment Accounting The FASB issued guidance, Revenue from Contracts with Customers The FASB issued amended guidance, Business Combinations - Clarifying the Definition of a Business The FASB issued guidance, Leases, The FASB issued amended guidance, Statement of Cash Flows - Classification of Certain Cash Receipts and Cash Payments The FASB issued amended guidance, Intangibles – Goodwill and other (Topic 350): Simplifying the Test for Goodwill Impairment The FASB issued guidance, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, | Accountin Pronouncements The Financial Accounting Standards Board (the “FASB”) issued guidance, Presentation of Financial Statements — Going Concern The FASB issued guidance, Revenue from Contracts with Customers The FASB issued amended guidance, Business Combinations — Clarifying the Definition of a Business The FASB issued guidance, Leases, The FASB issued guidance, Improvements to Employee Share-Based Payment Accounting The FASB issued amended guidance, Statement of Cash Flows — Classification of Certain Cash Receipts and Cash Payments The FASB issued amended guidance, Restricted Cash , which requires restricted cash to be presented with cash and cash equivalents in the consolidated statements of cash flows. The amended guidance is effective for fiscal years beginning after December 15, 2017 (including interim periods within those periods). The Company will adopt this guidance in the first quarter of 2018 using a retrospective transition method for each period presented and does not expect the impact of this adoption on its consolidated financial statements to be material. The FASB issued amended guidance, Intangibles — Goodwill and other (Topic 350): Simplifying the Test for Goodwill Impairment |
SUMMARY OF SIGNIFICANT ACCOUN45
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Q2) (Policies) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2018 | Dec. 31, 2017 | |
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. | Basis of presentation The accompanying consolidated financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. In connection with the Company's assessment of going concern considerations in accordance with the Financial Accounting Standard Board's Accounting Standards Update ("ASU") 2014-15, "Disclosures of Uncertainties about an Entity's Ability to Continue as a Going Concern," management has determined that the mandatory liquidation and subsequent dissolution raises substantial doubt about the Company's ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after January 25, 2019. |
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. | Principles of Consolidation The accompanying 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 | 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. | 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 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 December 31, 2017 and 2016. |
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. | 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 (if any) 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. The Company’s common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at December 31, 2017, 16,112,706 shares of common stock subject to possible redemption is presented as temporary equity, outside of the stockholders’ equity section on the Company’s 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. | 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. | 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 December 31, 2017 and 2016. 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. | Net loss per common share The Company complies with the accounting and disclosure requirements of ASC Topic 260, “Earnings Per Share.” Net loss per common share is computed by dividing net loss by the weighted average number of common shares outstanding for the period, excluding shares of common stock forfeited by certain of the Company’s Initial Shareholders on January 25, 2017. Shares of common stock subject to possible redemption at December 31, 2017 have been excluded from the calculation of basic loss per share since such shares, if redeemed, only participate in their pro rata share of the Trust Account earnings. The Company has not considered the effect of warrants to purchase 8,960,000 shares of common stock in the calculation of diluted loss per share, since the exercise of the warrants is contingent upon the occurrence of future events. As a result, diluted loss per common share is the same as basic loss per common share for the periods presented. |
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. | 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 December 31, 2017 and 2016, 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. | 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 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. | 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 consolidated financial statements. |
Intermex Holdings, Inc. and Subsidiaries [Member] | ||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | ||
Use of Estimates | Estimates The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported amounts of revenues and expenses. Actual results could differ from these estimates. | |
Cash and Cash Equivalents | Cash Cash is comprised of deposits in U.S. and foreign banks. The Company recognizes interest income from its cash deposits on an accrual basis. The Company considers cash equivalents to be short term, highly liquid investments with maturities of three months or less. | |
Income Taxes | Income Taxes The Company accounts for income taxes in accordance with U.S. 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. The Company accounts 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 by the uncertain tax position guidance, the Company recognizes the financial statement benefit of a position only after determining that 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. The Company is 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, the Company is no longer subject to U.S. federal or state and local income tax examinations by tax authorities for the years before 2011. The Company applies the uncertain tax position guidance to all tax positions for which the statute of limitations remains open. The Company’s policy is to classify interest accrued as interest expense and penalties as operating expenses. The Company does not have any material uncertain tax positions. Foreign subsidiaries of the Company are subject to taxes by local tax authorities. | |
Concentration of Credit Risk | Concentration of Credit Risk The Company maintains certain of its cash balances in various U.S. banks, which at times, may exceed federally insured limits. The amount that exceeded the federally insured limits totaled $31,739,808 at December 31, 2017 of the Successor period and $22,322,423 at December 31, 2016 of the Predecessor period. The Company has not incurred any losses on these accounts. In addition, the Company maintains various bank accounts in Mexico and Guatemala, which are not insured. The Company has not incurred any losses on these uninsured foreign bank accounts, and management believes it is not exposed to any significant credit risk regarding these accounts. Cash balances were as follows at December 31: Successor Company 2017 Predecessor Company 2016 Cash in U.S. dollars in U.S. banks $ 55,375,471 $ 34,437,494 Cash in foreign banks and foreign currency 3,774,454 3,159,019 Petty cash 5,693 4,583 $ 59,155,618 $ 37,601,096 | |
Recently Issued Accounting Standards | Accounting Pronouncements The FASB issued amended guidance, Restricted Cash The FASB issued guidance, Improvements to Employee Share-Based Payment Accounting The FASB issued guidance, Revenue from Contracts with Customers The FASB issued amended guidance, Business Combinations - Clarifying the Definition of a Business The FASB issued guidance, Leases, The FASB issued amended guidance, Statement of Cash Flows - Classification of Certain Cash Receipts and Cash Payments The FASB issued amended guidance, Intangibles – Goodwill and other (Topic 350): Simplifying the Test for Goodwill Impairment The FASB issued guidance, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, | Accountin Pronouncements The Financial Accounting Standards Board (the “FASB”) issued guidance, Presentation of Financial Statements — Going Concern The FASB issued guidance, Revenue from Contracts with Customers The FASB issued amended guidance, Business Combinations — Clarifying the Definition of a Business The FASB issued guidance, Leases, The FASB issued guidance, Improvements to Employee Share-Based Payment Accounting The FASB issued amended guidance, Statement of Cash Flows — Classification of Certain Cash Receipts and Cash Payments The FASB issued amended guidance, Restricted Cash , which requires restricted cash to be presented with cash and cash equivalents in the consolidated statements of cash flows. The amended guidance is effective for fiscal years beginning after December 15, 2017 (including interim periods within those periods). The Company will adopt this guidance in the first quarter of 2018 using a retrospective transition method for each period presented and does not expect the impact of this adoption on its consolidated financial statements to be material. The FASB issued amended guidance, Intangibles — Goodwill and other (Topic 350): Simplifying the Test for Goodwill Impairment |
DESCRIPTION OF ORGANIZATION A46
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (FY) (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Intermex Holdings, Inc. and Subsidiaries [Member] | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS [Abstract] | |
Impact of Restatements on Consolidated Financial Statements | The following tables summarize the impact of these restatements on the Company’s consolidated financial statements: a. Consolidated Balance Sheet Impact of Correction of Errors As Adjustments previously reported Amortization Deferred Tax As Restated Balance at December 31, 2016 (Predecessor Company) Intangible assets, net $ 8,508,502 $ (2,160,868 ) $ — $ 6,347,634 Deferred tax asset, net $ 26,979,233 $ 836,879 $ — $ 27,816,112 Total assets $ 120,097,941 $ (1,323,989 ) $ — $ 118,773,952 Accumulated deficit $ (66,226,984 ) $ (1,323,989 ) $ — $ (67,550,973 ) Total stockholder's equity 4,582,532 $ (1,323,989 ) $ — $ 3,258,543 b. Consolidated Statements of Operations and Comprehensive (Loss) Income Impact of Correction of Errors As Adjustments previously reported Amortization Deferred Tax As Restated For the year ended December 31, 2016 (Predecessor Company) Depreciation and amortization $ 4,341,933 $ (1,811,599 ) $ — $ 2,530,334 Provision for income tax expense $ 3,382,044 $ 701,611 $ — $ 4,083,655 Net income $ 8,290,038 $ 1,109,988 $ — $ 9,400,026 Comprehensive income $ 8,399,958 $ 1,109,988 $ — $ 9,509,946 For the year ended December 31, 2015 (Predecessor Company) Depreciation and amortization $ 4,296,041 $ (1,842,587 ) $ — $ 2,453,454 Provision for income tax (benefit) expense $ (9,491,201 ) $ 713,612 $ 12,969,232 $ 4,191,643 Net income $ 17,598,081 $ 1,128,975 $ (12,969,232 ) $ 5,757,824 Comprehensive income $ 17,541,499 $ 1,128,975 $ (12,969,232 ) $ 5,701,242 c. Consolidated Statements of Changes in Stockholder’s Equity Impact of Correction of Errors As Adjustments previously reported Amortization Deferred Tax As Restated Balance at December 31, 2014 (Predecessor Company) Accumulated deficit $ (92,115,103 ) $ (3,562,952 ) $ 12,969,232 $ (82,708,823 ) Total stockholder’s equity $ 42,587,357 $ (3,562,952 ) $ 12,969,232 $ 51,993,637 Balance at December 31, 2015 (Predecessor Company) Accumulated deficit $ (74,517,022 ) $ (2,433,977 ) $ — $ (76,950,999 ) Total stockholder’s equity $ 31,407,006 $ (2,433,977 ) $ — $ 28,973,029 Balance at December 31, 2016 (Predecessor Company) Accumulated deficit $ (66,226,984 ) $ (1,323,989 ) $ — $ (67,550,973 ) Total stockholder’s equity $ 4,582,532 $ (1,323,989 ) $ — $ 3,258,543 d. Consolidated Statements of Cash Flows Impact of Correction of Errors As Adjustments previously reported Amortization Deferred Tax As Restated For the year ended December 31, 2016 (Predecessor Company) Net income $ 8,290,038 $ 1,109,988 $ — $ 9,400,026 Depreciation and amortization $ 4,341,933 $ (1,811,599 ) $ — $ 2,530,334 Deferred taxes $ 3,017,332 $ 701,611 $ — $ 3,718,943 Net cash provided by operating activities $ 22,395,778 $ — $ — $ 22,395,778 For the year ended December 31, 2015 (Predecessor Company) Net income $ 17,598,081 $ 1,128,975 $ (12,969,232 ) $ 5,757,824 Depreciation and amortization $ 4,296,041 $ (1,842,587 ) $ — $ 2,453,454 Deferred taxes $ (9,711,359 ) $ 713,612 $ 12,969,232 $ 3,971,485 Net cash provided by operating activities $ 4,465,445 $ — $ — $ 4,465,445 |
SUMMARY OF SIGNIFICANT ACCOUN47
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (FY) (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Intermex Holdings, Inc. and Subsidiaries [Member] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | |
Concentration of Credit Risk | The Company has not incurred any losses on these uninsured foreign bank accounts, and management believes it is not exposed to any significant credit risk regarding these accounts. Successor Company 2017 Predecessor Company 2016 Cash in U.S. dollars in U.S. banks $ 55,375,471 $ 34,437,494 Cash in foreign banks and foreign currency 3,774,454 3,159,019 Petty cash 5,693 4,583 $ 59,155,618 $ 37,601,096 |
COMMITMENTS AND CONTINGENCIES48
COMMITMENTS AND CONTINGENCIES (FY) (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Intermex Holdings, Inc. and Subsidiaries [Member] | |
COMMITMENTS AND CONTINGENCIES [Abstract] | |
Future Minimum Rental Payments | Future minimum rental payments required under operating leases that have non-cancelable lease terms in excess of one year at December 31, 2017 are as follows: 2018 $ 1,389,126 2019 1,152,447 2020 772,735 2021 108,496 Thereafter 6,645 Total future minimum payments $ 3,429,449 |
STOCKHOLDER'S EQUITY AND SHAR49
STOCKHOLDER'S EQUITY AND SHARE-BASED COMPENSATION (FY) (Tables) - Intermex Holdings, Inc. and Subsidiaries [Member] | 6 Months Ended | 12 Months Ended |
Jun. 30, 2018 | Dec. 31, 2017 | |
STOCKHOLDER'S EQUITY AND SHARE-BASED COMPENSATION [Abstract] | ||
Incentive Units Authorized and Issued | Incentive units authorized and issued during the Successor period from February 1, 2017 through December 31, 2017 consisted of the following: Incentive Units Authorized Units Issued February 2017 Units Issued September 2017 Class B 10,000,000 9,055,000 665,000 Class C 5,000,000 4,527,500 332,500 Class D 5,000,000 4,527,500 332,500 | |
Assumptions Used in Calculating Fair Value | Period from February 1, 2017, to December 31, 2017 Expected dividend yield 0 % Expected volatility 46.9 % Risk-free interest rate 2.1 % Expected term (in years) 6.0 | |
Grant Date Fair Value Per Unit for Each Class of Incentive Unit | During the Successor period from January 1, 2018 through June 30, 2018, the number of units and the weighted-average grant date fair value for the incentive units are as follows: Successor Company 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 (2,720,000 ) 0.4875 - - - - Outstanding at June 30, 2018 5,162,000 $ 0.4884 4,875,000 $ 0.2082 4,875,000 $ 0.1491 | The grant date fair value per unit for each class of incentive unit for the Successor period from February 1, 2017 to December 31, 2017 were as follows: Incentive Units Per Unit 2017 Per Unit Class B $ 0.4872 $ 0.4948 Class C $ 0.2077 $ 0.2126 Class D $ 0.1485 $ 0.1535 |
Number of Units and Weighted-average Grant Date Fair Value | During the Successor period from February 1, 2017 through December 31, 2017, 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 Granted during Successor Period 9,720,000 $ 0.4878 4,860,000 $ 0.2080 4,860,000 $ 0.1489 Vested (1,944,000 ) 0.4878 — — — — Forfeited (304,000 ) 0.4872 (190,000 ) 0.2077 (190,000 ) 0.1485 Outstanding at December 31, 2017 7,472,000 $ 0.4879 4,670,000 $ 0.2080 4,670,000 $ 0.1489 |
INCOME TAXES (FY) (Tables)
INCOME TAXES (FY) (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2018 | Dec. 31, 2017 | |
INCOME TAXES [Abstract] | ||
Provision for Income Taxes | The income tax provision consists of the following: Year Ended December 31, 2017 Federal Current $ 436,721 Deferred (216,951 ) State Current $ — Deferred — Change in valuation allowance 216,951 Income tax provision $ 436,721 | |
Reconciliation of Federal Income Tax Rate to Effective Tax Rate | A reconciliation of the federal income tax rate to the Company’s effective tax rate at December 31, 2017 is as follows: Year Ended December 31, 2017 Statutory federal income tax rate 34.0 % State taxes, net of federal tax benefit 0.0 % Deferred tax rate change 53.4 % Change in valuation allowance 86.3 % Income tax provision 173.7 % | |
Deferred Tax Assets (Liabilities) | The Company’s net deferred tax assets are as follows: December 31, 2017 Deferred tax asset Organizational costs/Startup expenses $ 216,951 Total deferred tax assets 216,951 Valuation allowance (216,951 ) Deferred tax asset, net of allowance $ — | |
Intermex Holdings, Inc. and Subsidiaries [Member] | ||
INCOME TAXES [Abstract] | ||
Provision for Income Taxes | The provision for income taxes consists of the following: Successor Company Predecessor Company Period from February 1, 2017 to December 31, 2017 Period from January 1, 2017 to January 31, 2017 Year Ended December 31, 2016 Year Ended December 31, 2015 (as Restated) (as Restated) Current tax provision: Foreign $ 164,126 $ 10,977 $ 184,058 $ 143,954 Federal 329 1 180,654 76,204 Total Current 164,455 10,978 364,712 220,158 Deferred tax provision (benefit): Federal 595,682 (1,791,686 ) 4,537,301 3,492,740 State (225,735 ) (422,665 ) (818,358 ) 478,745 Total deferred 369,947 (2,214,351 ) 3,718,943 3,971,485 Total tax provision (benefit) $ 534,402 $ (2,203,373 ) $ 4,083,655 $ 4,191,643 | |
Reconciliation of Federal Income Tax Rate to Effective Tax Rate | A reconciliation between the income tax expense (benefit) at the US statutory tax rate and the Company’s income tax provision (benefit) on the condensed consolidated statements of operations and comprehensive income (loss) is below: Successor Company Predecessor Company Three Months Ended June 30, Six Months Ended June 30, Period from February 1, 2017 to June 30, Period from January 1, 2017 to January 31, 2018 2017 2018 2017 2017 (Unaudited) Income (loss) before income taxes $ 2,668,244 $ 1,517,237 $ 1,920,955 $ (5,243,578 ) $ (5,521,794 ) US statutory tax rate 21 % 34 % 21 % 34 % 34 % Income tax expense (benefit) at statutory rate 560,331 515,861 403,401 (1,782,817 ) (1,877,410 ) State tax expense (benefit), net of federal 156,527 38,064 116,242 8,575 (278,657 ) Foreign tax rates different from US statutory rate 25,947 (6,254 ) 33,264 90,003 (45,631 ) Non-deductible expenses 89,671 (303,917 ) 72,055 2,928,445 409 Other (8,587 ) - (8,590 ) - (2,084 ) Total tax provision (benefit) $ 823,889 $ 243,754 $ 616,372 $ 1,244,206 $ (2,203,373 ) | A reconciliation between the tax provision (benefit) at the US statutory tax rate to the Company’s tax provision (benefit) on the consolidated statements of operations and comprehensive (loss) income is below: Successor Company Predecessor Company Period from February 1, 2017 to December 31, 2017 Period from January 1, 2017 to January 31, 2017 Year Ended December 31, 2016 Year Ended December 31, 2015 (as Restated) (as Restated) (Loss) income before income taxes $ (9,639,051 ) $ (5,521,794 ) $ 13,483,681 $ 9,949,467 US statutory tax rate 34 % 34 % 34 % 34 % Income tax (benefit) expense at statutory rate (3,277,277 ) (1,877,410 ) 4,584,452 3,382,819 State tax expense (benefit), net of federal (182,027 ) (278,657 ) 574,478 338,818 Foreign tax rates different from US statutory rate 94,688 (45,631 ) 124,107 50,267 Non-deductible expenses 3,309,549 409 (58,494 ) 6,772 Change in tax rate 604,153 — (1,070,363 ) 405,866 Other (14,684 ) (2,084 ) (70,525 ) 7,101 Total tax provision (benefit) $ 534,402 $ (2,203,373 ) $ 4,083,655 $ 4,191,643 |
Deferred Tax Assets (Liabilities) | The tax effect of temporary differences, which give rise to deferred tax assets and deferred tax liabilities at December 31 is as follows: Successor Company 2017 Predecessor Company 2016 Deferred tax assets: Net operating losses $ 10,582,599 $ 14,793,711 Allowance for doubtful accounts 211,926 239,789 Deferred rent — 15,553 Intangibles — 11,499,513 Transaction costs 532,651 770,220 Alternative minimum tax credit 272,186 271,937 Depreciation — 141,021 Other 72,321 126,621 Total deferred tax assets 11,671,683 27,858,365 Deferred tax liabilities: Depreciation (500,343 ) — Intangibles (9,422,486 ) — Other — (42,253 ) Total deferred tax liabilities (9,922,829 ) (42,253 ) Net deferred tax (liability) asset $ 1,748,854 $ 27,816,112 |
FAIR VALUE MEASUREMENTS (FY) (T
FAIR VALUE MEASUREMENTS (FY) (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2018 | Dec. 31, 2017 | |
FAIR VALUE MEASUREMENTS [Abstract] | ||
Gross Holding Gains and Fair Value of Held-to-maturity | 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 gross holding gains and fair value of held-to-maturity securities at December 31, 2017 and 2016 were as follows: Held-To-Maturity Amortized Cost Gross Holding Losses Fair Value December 31, 2017 U.S. Treasury Securities (Mature on 1/18/2018) $ 175,877,136 $ (80,806 ) $ 175,796,330 December 31, 2016 $ — $ — $ — |
Assets Measured at Fair Value on Recurring Basis | 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 | The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at December 31, 2017 and 2016, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level December 31, 2017 December 31, 2016 Assets: Cash and marketable securities held in Trust Account 1 $ 175,883,186 $ — |
ACQUISITION BY STELLA POINT (52
ACQUISITION BY STELLA POINT (FY) (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2018 | Dec. 31, 2017 | |
Intermex Holdings, Inc. and Subsidiaries [Member] | ||
ACQUISITION BY STELLA POINT [Abstract] | ||
Net Assets Acquired | The acquisition method for a business combination requires that the assets acquired and liabilities assumed be recognized at their allocated fair values as 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 acquisition method for a business combination requires that the assets acquired and liabilities assumed be recognized at their allocated fair values as of the February 1, 2017 acquisition date, which is summarized below: Successor Company Cash $ 43,064,931 Accounts receivables 27,183,489 Prepaid and other current assets 560,934 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 |
NOTES RECEIVABLE (FY) (Tables)
NOTES RECEIVABLE (FY) (Tables) - Intermex Holdings, Inc. and Subsidiaries [Member] | 12 Months Ended |
Dec. 31, 2017 | |
NOTES RECEIVABLE [Abstract] | |
Notes Receivable from Agents | The Company had notes receivable from agents at December 31 as follows: Successor Company Predecessor Company 2016 Notes receivable, current $ 740,068 $ 525,440 Allowance (434,210 ) (313,696 ) Net current $ 305,858 $ 211,744 Notes receivable, long-term 608,396 444,981 Allowance (248,432 ) (209,259 ) Net long-term $ 359,964 $ 235,722 |
Maturities of Notes Receivable | The maturities of notes receivable at December 31, 2017 for the Successor Company is as follows: Unpaid Principal Balance Under 1 year $ 740,068 Between 1 and 2 years 564,516 Between 2 and 3 years 43,880 Total $ 1,348,464 |
PROPERTY AND EQUIPMENT, NET (54
PROPERTY AND EQUIPMENT, NET (FY) (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Intermex Holdings, Inc. and Subsidiaries [Member] | |
PROPERTY AND EQUIPMENT, NET [Abstract] | |
Property and Equipment | Property and equipment at December 31 consists of the following: Successor Company 2017 Predecessor Company 2016 Estimated Useful Lives (in Years) Computer software and equipment $ 9,153,855 $ 13,057,313 3 to 5 Office improvements 798,130 1,526,350 5 Furniture and fixtures 303,400 1,078,267 7 10,255,385 15,661,930 Less: Accumulated depreciation (1,764,591 ) (9,415,483 ) $ 8,490,794 $ 6,246,447 |
GOODWILL AND OTHER INTANGIBLE55
GOODWILL AND OTHER INTANGIBLE ASSETS (FY) (Tables) - Intermex Holdings, Inc. and Subsidiaries [Member] | 6 Months Ended | 12 Months Ended |
Jun. 30, 2018 | Dec. 31, 2017 | |
GOODWILL AND OTHER INTANGIBLE ASSETS [Abstract] | ||
Gross Carrying Amounts and Accumulated Amortization for Goodwill and Other Intangible Assets | The following table presents the changes in goodwill and other intangible assets: Successor Company Goodwill Other Intangibles Balance at January 1, 2018 $ 36,259,666 $ 48,741,032 Amortization expense - (6,237,100 ) Balance at June 30, 2018 $ 36,259,666 $ 42,503,932 | The gross carrying amount and accumulated amortization at December 31 for goodwill and other intangible assets are as follows: Successor Company 2017 Predecessor Company 2016 As Restated Indefinite lives: Goodwill $ 36,259,666 $ — Trade name — 5,300,000 Total indefinite lives 36,259,666 5,300,000 Amortizable: Agent relationships 40,500,000 29,200,000 Trade name 15,500,000 Developed technology 6,600,000 — Other intangibles 699,689 1,430,224 Accumulated amortization expense (14,558,657 ) (29,582,590 ) Net amortizable intangibles 48,741,032 1,047,634 Total goodwill and other intangible assets $ 85,000,698 $ 6,347,634 |
Changes in Goodwill and Other Intangible Assets | The following table presents the changes in goodwill and other intangible assets: Goodwill Other Intangibles Predecessor Company Balance at December 31, 2014, as restated $ — $ 8,119,749 Amortization expense, as restated — (1,184,897 ) Effect of exchange rate changes — (1,067 ) Balance at December 31, 2015, as restated $ — $ 6,933,785 Acquisition of agent locations — 342,876 Amortization expense, as restated — (928,945 ) Effect of exchange rate changes — (82 ) Balance at December 31, 2016, as restated $ — $ 6,347,634 Amortization expense — (230,663 ) Balance at January 31, 2017 $ — $ 6,116,971 Goodwill Other Intangibles Successor Company Balance at February 1, 2017 $ 36,259,666 $ 62,660,000 Acquisition of agent locations — 639,689 Amortization expense — (14,558,657 ) Balance at December 31, 2017 $ 36,259,666 $ 48,741,032 | |
Amortization Expense Related to Intangible Assets | Amortization expense related to intangible assets for the next five years and thereafter is as follows for the Successor Company: 2018 $ 12,458,705 2019 9,320,428 2020 6,902,482 2021 5,112,601 2022 3,952,547 Thereafter 10,994,269 $ 48,741,032 |
ACCRUED AND OTHER LIABILITIES56
ACCRUED AND OTHER LIABILITIES (FY) (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2018 | Dec. 31, 2017 | |
Intermex Holdings, Inc. and Subsidiaries [Member] | ||
ACCRUED AND OTHER LIABILITIES [Abstract] | ||
Accrued and Other Liabilities | Accrued and other liabilities consisted of the following: Successor Company June 30, 2018 December 31, 2017 Payables to agents $ 8,230,526 $ 6,875,416 Accrued legal fees 3,378,289 1,644,470 Accrued compensation 1,572,609 1,092,460 Accrued bank charges 1,033,120 897,404 Accrued taxes 840,289 318,792 Other 1,601,293 685,907 $ 16,656,126 $ 11,514,449 | Accrued and other liabilities at December 31 consisted of the following: Successor Company 2017 Predecessor Company 2016 Payables to agents $ 6,875,416 $ 4,879,360 Compensation accruals 1,092,460 870,856 Accruals for taxes 318,792 163,843 Accrued interest — 676,806 Other 3,227,781 3,296,070 $ 11,514,449 $ 9,886,935 |
DEBT (FY) (Tables)
DEBT (FY) (Tables) - Intermex Holdings, Inc. and Subsidiaries [Member] | 6 Months Ended | 12 Months Ended |
Jun. 30, 2018 | Dec. 31, 2017 | |
DEBT [Abstract] | ||
Debt Instruments | Debt consisted of the following: Successor Company June 30, 2018 December 31, 2017 Revolving credit facility $ 20,000,000 $ 20,000,000 Term loan 93,362,500 95,787,500 113,362,500 115,787,500 Less: Current portion of long term debt (1) (4,078,627 ) (3,913,436 ) Less: Debt origination costs (3,883,677 ) (4,347,602 ) $ 105,400,196 $ 107,526,462 (1) Current portion of long term debt is net of debt origination costs of $771,373 at June 30, 2018 and $936,564 at December 31, 2017. | Debt at December 31 consisted of the following: Successor Company 2017 Predecessor Company 2016 Revolving credit facility $ 20,000,000 $ 10,000,000 Term loan 95,787,500 70,000,000 115,787,500 80,000,000 Less: Current portion of long term debt (1) (3,913,436 ) (849,809 ) Less: Debt issuance costs (4,347,602 ) (1,967,380 ) $ 107,526,462 $ 77,182,811 (1) Current portion of long term debt is net of debt issuance costs of $936,564 at December 31, 2017 of the Successor period and $462,691 at December 31, 2016 of the Predecessor period. |
Annual Maturities of Term Loan | The scheduled annual maturities of the term loan at December 31, 2017 of the Successor period are as follows: 2018 $ 4,850,000 2019 6,062,500 2020 9,700,000 2021 9,700,000 2022 65,475,000 $ 95,787,500 |
COMMITMENTS AND CONTINGENCIES58
COMMITMENTS AND CONTINGENCIES (Q2) (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Intermex Holdings, Inc. and Subsidiaries [Member] | |
COMMITMENTS AND CONTINGENCIES [Abstract] | |
Future Minimum Rental Payments | Future minimum rental payments required under operating leases that have non-cancelable lease terms in excess of one year at December 31, 2017 are as follows: 2018 $ 1,389,126 2019 1,152,447 2020 772,735 2021 108,496 Thereafter 6,645 Total future minimum payments $ 3,429,449 |
STOCKHOLDER'S EQUITY AND SHAR59
STOCKHOLDER'S EQUITY AND SHARE-BASED COMPENSATION (Q2) (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2018 | Dec. 31, 2017 | |
Intermex Holdings, Inc. and Subsidiaries [Member] | ||
STOCKHOLDER'S EQUITY AND SHARE-BASED COMPENSATION [Abstract] | ||
Weighted-average Grant Date Fair Value for Incentive Units | During the Successor period from January 1, 2018 through June 30, 2018, the number of units and the weighted-average grant date fair value for the incentive units are as follows: Successor Company 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 (2,720,000 ) 0.4875 - - - - Outstanding at June 30, 2018 5,162,000 $ 0.4884 4,875,000 $ 0.2082 4,875,000 $ 0.1491 | The grant date fair value per unit for each class of incentive unit for the Successor period from February 1, 2017 to December 31, 2017 were as follows: Incentive Units Per Unit 2017 Per Unit Class B $ 0.4872 $ 0.4948 Class C $ 0.2077 $ 0.2126 Class D $ 0.1485 $ 0.1535 |
FAIR VALUE MEASUREMENTS (Q2) (T
FAIR VALUE MEASUREMENTS (Q2) (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2018 | Dec. 31, 2017 | |
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 | The gross holding gains and fair value of held-to-maturity securities at December 31, 2017 and 2016 were as follows: Held-To-Maturity Amortized Cost Gross Holding Losses Fair Value December 31, 2017 U.S. Treasury Securities (Mature on 1/18/2018) $ 175,877,136 $ (80,806 ) $ 175,796,330 December 31, 2016 $ — $ — $ — |
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 | The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at December 31, 2017 and 2016, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level December 31, 2017 December 31, 2016 Assets: Cash and marketable securities held in Trust Account 1 $ 175,883,186 $ — |
ACQUISITION BY STELLA POINT (61
ACQUISITION BY STELLA POINT (Q2) (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2018 | Dec. 31, 2017 | |
Intermex Holdings, Inc. and Subsidiaries [Member] | ||
ACQUISITION BY STELLA POINT [Abstract] | ||
Assets Acquired and Liabilities Assumed | The acquisition method for a business combination requires that the assets acquired and liabilities assumed be recognized at their allocated fair values as 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 acquisition method for a business combination requires that the assets acquired and liabilities assumed be recognized at their allocated fair values as of the February 1, 2017 acquisition date, which is summarized below: Successor Company Cash $ 43,064,931 Accounts receivables 27,183,489 Prepaid and other current assets 560,934 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 |
GOODWILL AND OTHER INTANGIBLE62
GOODWILL AND OTHER INTANGIBLE ASSETS (Q2) (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2018 | Dec. 31, 2017 | |
Intermex Holdings, Inc. and Subsidiaries [Member] | ||
GOODWILL AND OTHER INTANGIBLE ASSETS [Abstract] | ||
Changes in Goodwill and Other Intangible Assets | The following table presents the changes in goodwill and other intangible assets: Successor Company Goodwill Other Intangibles Balance at January 1, 2018 $ 36,259,666 $ 48,741,032 Amortization expense - (6,237,100 ) Balance at June 30, 2018 $ 36,259,666 $ 42,503,932 | The gross carrying amount and accumulated amortization at December 31 for goodwill and other intangible assets are as follows: Successor Company 2017 Predecessor Company 2016 As Restated Indefinite lives: Goodwill $ 36,259,666 $ — Trade name — 5,300,000 Total indefinite lives 36,259,666 5,300,000 Amortizable: Agent relationships 40,500,000 29,200,000 Trade name 15,500,000 Developed technology 6,600,000 — Other intangibles 699,689 1,430,224 Accumulated amortization expense (14,558,657 ) (29,582,590 ) Net amortizable intangibles 48,741,032 1,047,634 Total goodwill and other intangible assets $ 85,000,698 $ 6,347,634 |
ACCRUED AND OTHER LIABILITIES63
ACCRUED AND OTHER LIABILITIES (Q2) (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2018 | Dec. 31, 2017 | |
Intermex Holdings, Inc. and Subsidiaries [Member] | ||
ACCRUED AND OTHER LIABILITIES [Abstract] | ||
Accrued and Other Liabilities | Accrued and other liabilities consisted of the following: Successor Company June 30, 2018 December 31, 2017 Payables to agents $ 8,230,526 $ 6,875,416 Accrued legal fees 3,378,289 1,644,470 Accrued compensation 1,572,609 1,092,460 Accrued bank charges 1,033,120 897,404 Accrued taxes 840,289 318,792 Other 1,601,293 685,907 $ 16,656,126 $ 11,514,449 | Accrued and other liabilities at December 31 consisted of the following: Successor Company 2017 Predecessor Company 2016 Payables to agents $ 6,875,416 $ 4,879,360 Compensation accruals 1,092,460 870,856 Accruals for taxes 318,792 163,843 Accrued interest — 676,806 Other 3,227,781 3,296,070 $ 11,514,449 $ 9,886,935 |
DEBT (Q2) (Tables)
DEBT (Q2) (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2018 | Dec. 31, 2017 | |
Intermex Holdings, Inc. and Subsidiaries [Member] | ||
DEBT [Abstract] | ||
Debt Instruments | Debt consisted of the following: Successor Company June 30, 2018 December 31, 2017 Revolving credit facility $ 20,000,000 $ 20,000,000 Term loan 93,362,500 95,787,500 113,362,500 115,787,500 Less: Current portion of long term debt (1) (4,078,627 ) (3,913,436 ) Less: Debt origination costs (3,883,677 ) (4,347,602 ) $ 105,400,196 $ 107,526,462 (1) Current portion of long term debt is net of debt origination costs of $771,373 at June 30, 2018 and $936,564 at December 31, 2017. | Debt at December 31 consisted of the following: Successor Company 2017 Predecessor Company 2016 Revolving credit facility $ 20,000,000 $ 10,000,000 Term loan 95,787,500 70,000,000 115,787,500 80,000,000 Less: Current portion of long term debt (1) (3,913,436 ) (849,809 ) Less: Debt issuance costs (4,347,602 ) (1,967,380 ) $ 107,526,462 $ 77,182,811 (1) Current portion of long term debt is net of debt issuance costs of $936,564 at December 31, 2017 of the Successor period and $462,691 at December 31, 2016 of the Predecessor period. |
INCOME TAXES (Q2) (Tables)
INCOME TAXES (Q2) (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2018 | Dec. 31, 2017 | |
INCOME TAXES [Abstract] | ||
Reconciliation of Income Tax Expense (Benefit) | A reconciliation of the federal income tax rate to the Company’s effective tax rate at December 31, 2017 is as follows: Year Ended December 31, 2017 Statutory federal income tax rate 34.0 % State taxes, net of federal tax benefit 0.0 % Deferred tax rate change 53.4 % Change in valuation allowance 86.3 % Income tax provision 173.7 % | |
Intermex Holdings, Inc. and Subsidiaries [Member] | ||
INCOME TAXES [Abstract] | ||
Reconciliation of Income Tax Expense (Benefit) | A reconciliation between the income tax expense (benefit) at the US statutory tax rate and the Company’s income tax provision (benefit) on the condensed consolidated statements of operations and comprehensive income (loss) is below: Successor Company Predecessor Company Three Months Ended June 30, Six Months Ended June 30, Period from February 1, 2017 to June 30, Period from January 1, 2017 to January 31, 2018 2017 2018 2017 2017 (Unaudited) Income (loss) before income taxes $ 2,668,244 $ 1,517,237 $ 1,920,955 $ (5,243,578 ) $ (5,521,794 ) US statutory tax rate 21 % 34 % 21 % 34 % 34 % Income tax expense (benefit) at statutory rate 560,331 515,861 403,401 (1,782,817 ) (1,877,410 ) State tax expense (benefit), net of federal 156,527 38,064 116,242 8,575 (278,657 ) Foreign tax rates different from US statutory rate 25,947 (6,254 ) 33,264 90,003 (45,631 ) Non-deductible expenses 89,671 (303,917 ) 72,055 2,928,445 409 Other (8,587 ) - (8,590 ) - (2,084 ) Total tax provision (benefit) $ 823,889 $ 243,754 $ 616,372 $ 1,244,206 $ (2,203,373 ) | A reconciliation between the tax provision (benefit) at the US statutory tax rate to the Company’s tax provision (benefit) on the consolidated statements of operations and comprehensive (loss) income is below: Successor Company Predecessor Company Period from February 1, 2017 to December 31, 2017 Period from January 1, 2017 to January 31, 2017 Year Ended December 31, 2016 Year Ended December 31, 2015 (as Restated) (as Restated) (Loss) income before income taxes $ (9,639,051 ) $ (5,521,794 ) $ 13,483,681 $ 9,949,467 US statutory tax rate 34 % 34 % 34 % 34 % Income tax (benefit) expense at statutory rate (3,277,277 ) (1,877,410 ) 4,584,452 3,382,819 State tax expense (benefit), net of federal (182,027 ) (278,657 ) 574,478 338,818 Foreign tax rates different from US statutory rate 94,688 (45,631 ) 124,107 50,267 Non-deductible expenses 3,309,549 409 (58,494 ) 6,772 Change in tax rate 604,153 — (1,070,363 ) 405,866 Other (14,684 ) (2,084 ) (70,525 ) 7,101 Total tax provision (benefit) $ 534,402 $ (2,203,373 ) $ 4,083,655 $ 4,191,643 |
DESCRIPTION OF ORGANIZATION A66
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS, FINTECH ACQUISITION CORP. II (FY) (Details) | Jan. 25, 2017USD ($)$ / sharesshares | Jun. 30, 2018USD ($)Subsidiary | Jun. 30, 2017USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2017USD ($)Subsidiary | Dec. 31, 2016USD ($) | Jul. 26, 2018$ / shares |
Sale of Stock [Abstract] | |||||||
Number of wholly owned subsidiaries | Subsidiary | 2 | 2 | |||||
Gross proceeds from private placement | $ 0 | $ 4,200,000 | $ 0 | $ 4,200,000 | $ 0 | ||
Transaction costs | $ 12,912,088 | ||||||
Underwriting fees | 3,060,000 | ||||||
Deferred underwriting fees payable | 9,190,000 | ||||||
Initial public offering cost | 662,088 | ||||||
Deferred legal fees | $ 25,000 | ||||||
Percentage of Public Shares the Company may be obligated to redeem if Business Combination not completed | 100.00% | ||||||
Redemption price (in dollars per share) | $ / shares | $ 10 | $ 10.086957 | |||||
Percentage restriction on redemption of shares | 20.00% | ||||||
Minimum [Member] | |||||||
Sale of Stock [Abstract] | |||||||
Percentage of trust account | 80.00% | ||||||
Threshold value of net tangible assets for Business Combinations | $ 5,000,001 | ||||||
Initial Public Offering [Member] | |||||||
Sale of Stock [Abstract] | |||||||
Sale of stock, shares (in shares) | shares | 17,500,000 | ||||||
Price per share (in dollars per share) | $ / shares | $ 10 | ||||||
Gross proceeds from initial public offering | $ 175,000,000 | ||||||
Over-allotment Option [Member] | |||||||
Sale of Stock [Abstract] | |||||||
Sale of stock, shares (in shares) | shares | 2,200,000 | ||||||
Price per share (in dollars per share) | $ / shares | $ 10 | ||||||
Placement Units [Member] | |||||||
Sale of Stock [Abstract] | |||||||
Sale of stock, shares (in shares) | shares | 420,000 | ||||||
Price per share (in dollars per share) | $ / shares | $ 10 | ||||||
Gross proceeds from initial public offering | $ 175,000,000 | ||||||
Gross proceeds from private placement | $ 4,200,000 |
DESCRIPTION OF ORGANIZATION A67
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS, INTERMEX HOLDINGS, INC. (FY) (Details) - USD ($) | Feb. 01, 2017 | Jan. 31, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2015 | Dec. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Detail of Noncontrolling Interest [Abstract] | |||||||||||||
Provision for income tax (benefit) expense | $ (144,675) | $ (109,457) | $ (245,412) | $ (109,457) | $ 0 | $ (436,721) | $ 0 | ||||||
Intermex Holdings, Inc. and Subsidiaries [Member] | |||||||||||||
Detail of Noncontrolling Interest [Abstract] | |||||||||||||
Non-controlling interest in portion of profit or (loss) | $ 3,053 | ||||||||||||
Non-controlling interest asset | 6,813 | $ 6,813 | |||||||||||
Provision for income tax (benefit) expense | $ 534,402 | $ 823,889 | $ 243,754 | $ 1,244,206 | $ 616,372 | $ 534,402 | |||||||
Intermex Holdings, Inc. and Subsidiaries [Member] | Intermex Wire Transfer, LLC [Member] | |||||||||||||
Detail of Noncontrolling Interest [Abstract] | |||||||||||||
Ownership percentage | 100.00% | 100.00% | |||||||||||
Intermex Holdings, Inc. and Subsidiaries [Member] | Intermex Wire Transfer de Guatemala S.A. [Member] | |||||||||||||
Detail of Noncontrolling Interest [Abstract] | |||||||||||||
Ownership percentage | 99.80% | 99.80% | 99.80% | 99.80% | |||||||||
Intermex Holdings, Inc. and Subsidiaries [Member] | Intermex Transfers de Mexico, S.A. [Member] | |||||||||||||
Detail of Noncontrolling Interest [Abstract] | |||||||||||||
Ownership percentage | 98.00% | 98.00% | 98.00% | 98.00% | |||||||||
Intermex Holdings, Inc. and Subsidiaries [Member] | Intermex Wire Transfer Corp [Member] | |||||||||||||
Detail of Noncontrolling Interest [Abstract] | |||||||||||||
Ownership percentage | 100.00% | 100.00% | 98.00% | 98.00% | |||||||||
Intermex Holdings, Inc. and Subsidiaries [Member] | Intermex Wire Transfer II, LLC [Member] | |||||||||||||
Detail of Noncontrolling Interest [Abstract] | |||||||||||||
Ownership percentage | 100.00% | 100.00% | 100.00% | 100.00% | |||||||||
Intermex Holdings, Inc. and Subsidiaries [Member] | Predecessor [Member] | |||||||||||||
Detail of Noncontrolling Interest [Abstract] | |||||||||||||
Non-controlling interest in portion of profit or (loss) | $ 548 | 3,696 | $ 2,458 | ||||||||||
Non-controlling interest asset | 3,134 | ||||||||||||
Provision for income tax (benefit) expense | $ (2,203,373) | $ 4,083,655 | $ 4,191,643 | $ (12,969,232) |
DESCRIPTION OF ORGANIZATION A68
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS, INTERMEX HOLDINGS, INC., Impact of Restatements (FY) (Details) - USD ($) | Feb. 01, 2017 | Jan. 31, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2015 | Dec. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | May 27, 2015 |
Consolidated Balance Sheet [Abstract] | ||||||||||||||
Total assets | $ 176,580,539 | $ 176,580,539 | $ 176,259,327 | $ 176,259,327 | $ 470,536 | |||||||||
Accumulated deficit | (268,841) | (268,841) | (189,155) | (189,155) | (3,808) | |||||||||
Total stockholders' equity | 5,000,002 | 5,000,002 | $ (2,187) | 5,000,008 | 5,000,008 | 21,192 | $ (2,187) | $ 0 | ||||||
Consolidated Statements of Operations and Comprehensive (Loss) Income [Abstract] | ||||||||||||||
Provision for income tax (benefit) expense | (144,675) | $ (109,457) | (245,412) | $ (109,457) | 0 | (436,721) | 0 | |||||||
Net income | (50,445) | 124,945 | (79,686) | (40,145) | (2,187) | (185,347) | (1,621) | |||||||
Consolidated Statements of Changes in Stockholder's Equity [Abstract] | ||||||||||||||
Accumulated deficit | (268,841) | (268,841) | (189,155) | (189,155) | (3,808) | |||||||||
Total Stockholders' Equity | 5,000,002 | 5,000,002 | (2,187) | 5,000,008 | 5,000,008 | 21,192 | (2,187) | $ 0 | ||||||
Consolidated Statements of Cash Flows [Abstract] | ||||||||||||||
Net income | (50,445) | 124,945 | (79,686) | (40,145) | (2,187) | (185,347) | (1,621) | |||||||
Net cash provided by operating activities | (1,359,473) | $ (366,555) | (300) | (667,720) | (622) | |||||||||
Intermex Holdings, Inc. and Subsidiaries [Member] | ||||||||||||||
Consolidated Balance Sheet [Abstract] | ||||||||||||||
Intangible assets, net | $ 62,660,000 | 42,503,932 | 42,503,932 | 48,741,032 | 48,741,032 | |||||||||
Deferred tax asset, net | 2,779,388 | 2,779,388 | 1,748,854 | 1,748,854 | ||||||||||
Total assets | 224,781,284 | 224,781,284 | 216,052,911 | 216,052,911 | ||||||||||
Accumulated deficit | (8,868,870) | (8,868,870) | (10,173,453) | (10,173,453) | ||||||||||
Total stockholders' equity | 64,410,000 | 37,904,198 | 37,904,198 | 35,902,119 | 35,902,119 | |||||||||
Consolidated Statements of Operations and Comprehensive (Loss) Income [Abstract] | ||||||||||||||
Depreciation and amortization | 3,818,126 | 4,526,650 | $ 7,503,944 | 7,607,374 | 16,644,821 | |||||||||
Provision for income tax (benefit) expense | $ 534,402 | 823,889 | 243,754 | 1,244,206 | 616,372 | 534,402 | ||||||||
Net income | 1,844,355 | 1,273,483 | (6,487,784) | 1,304,583 | (10,173,453) | |||||||||
Comprehensive income | 1,808,165 | 1,285,660 | (6,472,653) | 1,289,482 | (10,175,824) | |||||||||
Consolidated Statements of Changes in Stockholder's Equity [Abstract] | ||||||||||||||
Accumulated deficit | (8,868,870) | (8,868,870) | (10,173,453) | (10,173,453) | ||||||||||
Total Stockholders' Equity | 64,410,000 | 37,904,198 | 37,904,198 | 35,902,119 | $ 35,902,119 | |||||||||
Consolidated Statements of Cash Flows [Abstract] | ||||||||||||||
Net income | 1,844,355 | 1,273,483 | (6,487,784) | 1,304,583 | (10,173,453) | |||||||||
Depreciation and amortization | $ 3,818,126 | $ 4,526,650 | 7,503,944 | 7,607,374 | 16,644,821 | |||||||||
Deferred taxes | $ 369,947 | 1,144,902 | (1,030,534) | 369,947 | ||||||||||
Net cash provided by operating activities | $ (11,067,094) | $ 6,930,874 | $ 7,416,703 | |||||||||||
Intermex Holdings, Inc. and Subsidiaries [Member] | Predecessor Company [Member] | ||||||||||||||
Consolidated Balance Sheet [Abstract] | ||||||||||||||
Intangible assets, net | 6,116,971 | 6,933,785 | 6,347,634 | 6,933,785 | $ 8,119,749 | |||||||||
Deferred tax asset, net | 27,816,112 | |||||||||||||
Total assets | 118,773,952 | |||||||||||||
Accumulated deficit | (67,550,973) | |||||||||||||
Total stockholders' equity | 2,853,993 | 28,973,029 | 3,258,543 | 28,973,029 | 51,993,637 | |||||||||
Consolidated Statements of Operations and Comprehensive (Loss) Income [Abstract] | ||||||||||||||
Depreciation and amortization | 381,746 | 2,530,334 | 2,453,454 | |||||||||||
Provision for income tax (benefit) expense | (2,203,373) | 4,083,655 | 4,191,643 | (12,969,232) | ||||||||||
Net income | (3,318,421) | 9,400,026 | 5,757,824 | |||||||||||
Comprehensive income | (3,320,874) | 9,509,946 | 5,701,242 | |||||||||||
Consolidated Statements of Changes in Stockholder's Equity [Abstract] | ||||||||||||||
Accumulated deficit | (67,550,973) | |||||||||||||
Total Stockholders' Equity | 2,853,993 | 28,973,029 | 3,258,543 | 28,973,029 | 51,993,637 | |||||||||
Consolidated Statements of Cash Flows [Abstract] | ||||||||||||||
Net income | (3,318,421) | 9,400,026 | 5,757,824 | |||||||||||
Depreciation and amortization | 381,746 | 2,530,334 | 2,453,454 | |||||||||||
Deferred taxes | (2,214,351) | 3,718,943 | 3,971,485 | |||||||||||
Net cash provided by operating activities | $ 8,652,067 | 22,395,778 | 4,465,445 | |||||||||||
Intermex Holdings, Inc. and Subsidiaries [Member] | Predecessor Company [Member] | Adjustment Amortization [Member] | ||||||||||||||
Consolidated Balance Sheet [Abstract] | ||||||||||||||
Intangible assets, net | (2,160,868) | |||||||||||||
Deferred tax asset, net | 836,879 | |||||||||||||
Total assets | (1,323,989) | |||||||||||||
Accumulated deficit | (2,433,977) | (1,323,989) | (2,433,977) | (3,562,952) | ||||||||||
Total stockholders' equity | (2,433,977) | (1,323,989) | (2,433,977) | (3,562,952) | ||||||||||
Consolidated Statements of Operations and Comprehensive (Loss) Income [Abstract] | ||||||||||||||
Depreciation and amortization | (1,811,599) | (1,842,587) | ||||||||||||
Provision for income tax (benefit) expense | 701,611 | 713,612 | ||||||||||||
Net income | 1,109,988 | 1,128,975 | ||||||||||||
Comprehensive income | 1,109,988 | 1,128,975 | ||||||||||||
Consolidated Statements of Changes in Stockholder's Equity [Abstract] | ||||||||||||||
Accumulated deficit | (2,433,977) | (1,323,989) | (2,433,977) | (3,562,952) | ||||||||||
Total Stockholders' Equity | (2,433,977) | (1,323,989) | (2,433,977) | (3,562,952) | ||||||||||
Consolidated Statements of Cash Flows [Abstract] | ||||||||||||||
Net income | 1,109,988 | 1,128,975 | ||||||||||||
Depreciation and amortization | (1,811,599) | (1,842,587) | ||||||||||||
Deferred taxes | 701,611 | 713,612 | ||||||||||||
Net cash provided by operating activities | 0 | 0 | ||||||||||||
Intermex Holdings, Inc. and Subsidiaries [Member] | Predecessor Company [Member] | Adjustment Deferred Tax [Member] | ||||||||||||||
Consolidated Balance Sheet [Abstract] | ||||||||||||||
Intangible assets, net | 0 | |||||||||||||
Deferred tax asset, net | 0 | |||||||||||||
Total assets | 0 | |||||||||||||
Accumulated deficit | 0 | 0 | 0 | 12,969,232 | ||||||||||
Total stockholders' equity | 0 | 0 | 0 | 12,969,232 | ||||||||||
Consolidated Statements of Operations and Comprehensive (Loss) Income [Abstract] | ||||||||||||||
Depreciation and amortization | 0 | 0 | ||||||||||||
Provision for income tax (benefit) expense | 0 | 12,969,232 | ||||||||||||
Net income | 0 | (12,969,232) | ||||||||||||
Comprehensive income | 0 | (12,969,232) | ||||||||||||
Consolidated Statements of Changes in Stockholder's Equity [Abstract] | ||||||||||||||
Accumulated deficit | 0 | 0 | 0 | 12,969,232 | ||||||||||
Total Stockholders' Equity | 0 | 0 | 0 | 12,969,232 | ||||||||||
Consolidated Statements of Cash Flows [Abstract] | ||||||||||||||
Net income | 0 | (12,969,232) | ||||||||||||
Depreciation and amortization | 0 | 0 | ||||||||||||
Deferred taxes | 0 | 12,969,232 | ||||||||||||
Net cash provided by operating activities | 0 | 0 | ||||||||||||
Intermex Holdings, Inc. and Subsidiaries [Member] | Predecessor Company [Member] | As Previously Reported [Member] | ||||||||||||||
Consolidated Balance Sheet [Abstract] | ||||||||||||||
Intangible assets, net | 8,508,502 | |||||||||||||
Deferred tax asset, net | 26,979,233 | |||||||||||||
Total assets | 120,097,941 | |||||||||||||
Accumulated deficit | (74,517,022) | (66,226,984) | (74,517,022) | (92,115,103) | ||||||||||
Total stockholders' equity | 31,407,006 | 4,582,532 | 31,407,006 | 42,587,357 | ||||||||||
Consolidated Statements of Operations and Comprehensive (Loss) Income [Abstract] | ||||||||||||||
Depreciation and amortization | 4,341,933 | 4,296,041 | ||||||||||||
Provision for income tax (benefit) expense | 3,382,044 | (9,491,201) | ||||||||||||
Net income | 8,290,038 | 17,598,081 | ||||||||||||
Comprehensive income | 8,399,958 | 17,541,499 | ||||||||||||
Consolidated Statements of Changes in Stockholder's Equity [Abstract] | ||||||||||||||
Accumulated deficit | (74,517,022) | (66,226,984) | (74,517,022) | (92,115,103) | ||||||||||
Total Stockholders' Equity | 31,407,006 | 4,582,532 | 31,407,006 | 42,587,357 | ||||||||||
Consolidated Statements of Cash Flows [Abstract] | ||||||||||||||
Net income | 8,290,038 | 17,598,081 | ||||||||||||
Depreciation and amortization | 4,341,933 | 4,296,041 | ||||||||||||
Deferred taxes | 3,017,332 | (9,711,359) | ||||||||||||
Net cash provided by operating activities | 22,395,778 | 4,465,445 | ||||||||||||
Intermex Holdings, Inc. and Subsidiaries [Member] | Predecessor Company [Member] | As Restated [Member] | ||||||||||||||
Consolidated Balance Sheet [Abstract] | ||||||||||||||
Intangible assets, net | 6,347,634 | |||||||||||||
Deferred tax asset, net | 27,816,112 | |||||||||||||
Total assets | 118,773,952 | |||||||||||||
Accumulated deficit | (76,950,999) | (67,550,973) | (76,950,999) | (82,708,823) | ||||||||||
Total stockholders' equity | 28,973,029 | 3,258,543 | 28,973,029 | 51,993,637 | ||||||||||
Consolidated Statements of Operations and Comprehensive (Loss) Income [Abstract] | ||||||||||||||
Depreciation and amortization | 2,530,334 | 2,453,454 | ||||||||||||
Provision for income tax (benefit) expense | 4,083,655 | 4,191,643 | ||||||||||||
Net income | 9,400,026 | 5,757,824 | ||||||||||||
Comprehensive income | 9,509,946 | 5,701,242 | ||||||||||||
Consolidated Statements of Changes in Stockholder's Equity [Abstract] | ||||||||||||||
Accumulated deficit | (76,950,999) | (67,550,973) | (76,950,999) | (82,708,823) | ||||||||||
Total Stockholders' Equity | $ 28,973,029 | 3,258,543 | 28,973,029 | $ 51,993,637 | ||||||||||
Consolidated Statements of Cash Flows [Abstract] | ||||||||||||||
Net income | 9,400,026 | 5,757,824 | ||||||||||||
Depreciation and amortization | 2,530,334 | 2,453,454 | ||||||||||||
Deferred taxes | 3,718,943 | 3,971,485 | ||||||||||||
Net cash provided by operating activities | $ 22,395,778 | $ 4,465,445 |
SUMMARY OF SIGNIFICANT ACCOUN69
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, FINTECH ACQUISITION CORP. II (FY) (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Jun. 30, 2018 | Dec. 31, 2016 | |
Common Stock Subject To Possible Redemption [Abstract] | |||
Common stock subject to possible redemption (in shares) | 16,112,706 | ||
Offering Costs [Abstract] | |||
Offering costs to stockholder's equity | $ 12,912,088 | ||
Income Taxes [Abstract] | |||
Unrecognized tax benefits | 0 | $ 0 | $ 0 |
Unrecognized tax benefits, accrued for interest and penalties | $ 0 | $ 0 | $ 0 |
Net Loss Per Common Share [Abstract] | |||
Antidilutive securities excluded from computation of earnings per share (in shares) | 8,960,000 | ||
Concentration of Credit Risk [Abstract] | |||
Federal depository insurance amount | $ 250,000 |
SUMMARY OF SIGNIFICANT ACCOUN70
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, INTERMEX HOLDINGS, INC. (FY) (Details) | 1 Months Ended | 5 Months Ended | 6 Months Ended | 11 Months Ended | 12 Months Ended | |||||
Jan. 31, 2017USD ($) | Jun. 30, 2017USD ($) | Jun. 30, 2018USD ($) | Dec. 31, 2017USD ($)Segment | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Jul. 26, 2018USD ($) | Dec. 19, 2017USD ($) | May 27, 2015USD ($) | Dec. 31, 2014USD ($) | |
Cash Balances [Abstract] | ||||||||||
Cash | $ 362,581 | $ 82,614 | $ 0 | $ 0 | ||||||
Prepaid Expenses and Other Assets [Abstract] | ||||||||||
Restricted cash maintained by united states bank and collateral for an irrevocable stand-by letter of credit | $ 2,000,000 | $ 2,000,000 | ||||||||
Intermex Holdings, Inc. and Subsidiaries [Member] | ||||||||||
Concentration of Credit Risk [Abstract] | ||||||||||
Amount exceeded of federally insured limits | 31,739,808 | |||||||||
Cash Balances [Abstract] | ||||||||||
Cash in U.S. dollars in U.S. banks | 55,375,471 | |||||||||
Cash in Foreign Banks and Foreign Currency | 3,774,454 | |||||||||
Petty cash | 5,693 | |||||||||
Cash | $ 43,988,585 | 59,155,618 | ||||||||
Prepaid Expenses and Other Assets [Abstract] | ||||||||||
Restricted cash maintained by united states bank and collateral for an irrevocable stand-by letter of credit | $ 639,662 | 639,662 | $ 2,000,000 | |||||||
Goodwill and Other Intangible Assets [Abstract] | ||||||||||
Impairment charges | 0 | |||||||||
Debt Issuance Costs [Abstract] | ||||||||||
Debt issuance cost | 4,682,830 | |||||||||
Unamortized debt issuance costs is recorded in balance sheets as an offset to related debt | 4,347,602 | |||||||||
Amortization of debt issuance costs included as a component of interest expenses in statements | $ 17,142 | $ 463,925 | 335,221 | |||||||
Advertising Costs [Abstract] | ||||||||||
Advertising costs | 1,653,596 | |||||||||
Foreign Currency Translation [Abstract] | ||||||||||
(Losses) or gains from foreign currency transactions | $ (17,044) | |||||||||
Segments [Abstract] | ||||||||||
Number of reportable segments | Segment | 1 | |||||||||
Intermex Holdings, Inc. and Subsidiaries [Member] | Maximum [Member] | ||||||||||
Accounts Receivable and Allowance for Doubtful Accounts [Abstract] | ||||||||||
Number of days recorded upon initiation of wire transfer | 5 days | |||||||||
Intermex Holdings, Inc. and Subsidiaries [Member] | Mexico Pesos [Member] | Forward Foreign Exchange Contract [Member] | ||||||||||
Derivative Instruments [Abstract] | ||||||||||
Period for forward contracts | 5 days | |||||||||
Notional amounts | $ 8,200,000 | |||||||||
Intermex Holdings, Inc. and Subsidiaries [Member] | Guatemala Quetzals [Member] | Forward Foreign Exchange Contract [Member] | ||||||||||
Derivative Instruments [Abstract] | ||||||||||
Period for forward contracts | 5 days | |||||||||
Notional amounts | $ 8,100,000 | |||||||||
Intermex Holdings, Inc. and Subsidiaries [Member] | Stella Point [Member] | ||||||||||
Debt Issuance Costs [Abstract] | ||||||||||
Debt issuance cost | 1,928,089 | |||||||||
Intermex Holdings, Inc. and Subsidiaries [Member] | Trade Name [Member] | ||||||||||
Goodwill and Other Intangible Assets [Abstract] | ||||||||||
Estimated useful life | 15 years | |||||||||
Intermex Holdings, Inc. and Subsidiaries [Member] | Agent Relationships [Member] | ||||||||||
Goodwill and Other Intangible Assets [Abstract] | ||||||||||
Estimated useful life | 15 years | |||||||||
Intermex Holdings, Inc. and Subsidiaries [Member] | Developed Technology [Member] | ||||||||||
Goodwill and Other Intangible Assets [Abstract] | ||||||||||
Estimated useful life | 15 years | |||||||||
Intermex Holdings, Inc. and Subsidiaries [Member] | Other Intangible Assets [Member] | ||||||||||
Goodwill and Other Intangible Assets [Abstract] | ||||||||||
Estimated useful life | 10 years | 10 years | ||||||||
Intermex Holdings, Inc. and Subsidiaries [Member] | Computer Software [Member] | ||||||||||
Property and Equipment [Abstract] | ||||||||||
Estimated useful life | 5 years | |||||||||
Intermex Holdings, Inc. and Subsidiaries [Member] | Predecessor [Member] | ||||||||||
Concentration of Credit Risk [Abstract] | ||||||||||
Amount exceeded of federally insured limits | 22,322,423 | |||||||||
Cash Balances [Abstract] | ||||||||||
Cash in U.S. dollars in U.S. banks | 34,437,494 | |||||||||
Cash in Foreign Banks and Foreign Currency | 3,159,019 | |||||||||
Petty cash | 4,583 | |||||||||
Cash | 43,988,585 | 37,601,096 | 18,925,469 | $ 19,607,811 | ||||||
Prepaid Expenses and Other Assets [Abstract] | ||||||||||
Restricted cash maintained by united states bank and collateral for an irrevocable stand-by letter of credit | 639,662 | |||||||||
Debt Issuance Costs [Abstract] | ||||||||||
Debt issuance cost | 0 | 2,315,992 | 2,789,288 | |||||||
Unamortized debt issuance costs is recorded in balance sheets as an offset to related debt | 1,967,380 | |||||||||
Amortization of debt issuance costs included as a component of interest expenses in statements | 39,298 | 2,670,976 | 741,450 | |||||||
Amortization of debt issuance costs includes the write off of debt issuance costs | 2,322,372 | 274,534 | ||||||||
Advertising Costs [Abstract] | ||||||||||
Advertising costs | 96,404 | 1,124,210 | 720,030 | |||||||
Foreign Currency Translation [Abstract] | ||||||||||
(Losses) or gains from foreign currency transactions | $ 11,608 | 1,055 | $ 20,948 | |||||||
Intermex Holdings, Inc. and Subsidiaries [Member] | Predecessor [Member] | Mexico Pesos [Member] | Forward Foreign Exchange Contract [Member] | ||||||||||
Derivative Instruments [Abstract] | ||||||||||
Notional amounts | 1,500,000 | |||||||||
Intermex Holdings, Inc. and Subsidiaries [Member] | Predecessor [Member] | Guatemala Quetzals [Member] | Forward Foreign Exchange Contract [Member] | ||||||||||
Derivative Instruments [Abstract] | ||||||||||
Notional amounts | $ 6,850,000 |
INITIAL PUBLIC OFFERING, FINTEC
INITIAL PUBLIC OFFERING, FINTECH ACQUISITION CORP. II (FY) (Details) | Jan. 25, 2017$ / sharesshares |
Initial Public Offering [Member] | |
Initial Public Offering [Abstract] | |
Sale of stock (in shares) | 17,500,000 |
Price per share (in dollars per share) | $ / shares | $ 10 |
Number of common stock in each unit (in shares) | 1 |
Number of warrant in each unit (in shares) | 0.50 |
Number of securities called by each warrant (in shares) | 1 |
Warrant exercise price (in dollars per share) | $ / shares | $ 11.50 |
Over-Allotment Option [Member] | |
Initial Public Offering [Abstract] | |
Sale of stock (in shares) | 2,200,000 |
Price per share (in dollars per share) | $ / shares | $ 10 |
PRIVATE PLACEMENT, FINTECH ACQU
PRIVATE PLACEMENT, FINTECH ACQUISITION CORP. II (FY) (Details) - Private Placement [Member] - USD ($) | Jan. 25, 2017 | Dec. 31, 2017 |
Private Placement [Abstract] | ||
Sale of stock (in shares) | 420,000 | |
Price per share (in dollars per share) | $ 10 | |
Purchase price | $ 4,200,000 | |
Number of common stock in each unit (in shares) | 1 | |
Number of warrant in each unit (in shares) | 0.50 | |
Number of securities called by each warrant (in shares) | 1 | |
Warrant exercise price (in dollars per share) | $ 11.50 | |
Proceeds from placement units and initial public offering | $ 175,000,000 | |
Number of days required for transfer, assign or sale of stock | 30 days | |
Sponsor [Member] | ||
Private Placement [Abstract] | ||
Sale of stock (in shares) | 390,000 | |
Cantor [Member] | ||
Private Placement [Abstract] | ||
Sale of stock (in shares) | 30,000 |
RELATED PARTY TRANSACTIONS, FIN
RELATED PARTY TRANSACTIONS, FINTECH ACQUISITION CORP. II, Founder Shares (FY) (Details) - USD ($) | Jan. 25, 2017 | May 28, 2015 | Jan. 31, 2017 | May 30, 2015 | Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2015 | Dec. 31, 2017 | Dec. 31, 2016 |
Founder Share [Abstract] | |||||||||
Proceeds from issuance of common stock to initial stock holders | $ 0 | $ 3,311 | $ 0 | $ 3,311 | $ 0 | ||||
Common Stock, shares outstanding (in shares) | 7,788,595 | 7,780,627 | 5,298,333 | ||||||
Founder Shares [Member] | |||||||||
Founder Share [Abstract] | |||||||||
Percentage of shares agreed to transfer | 20.00% | ||||||||
Number of trading days | 20 days | ||||||||
Trading day threshold period | 30 days | ||||||||
Founder Shares [Member] | Condition One [Member] | |||||||||
Founder Share [Abstract] | |||||||||
Percentage of shares agreed to transfer | 20.00% | ||||||||
Founder Shares [Member] | Condition Two [Member] | |||||||||
Founder Share [Abstract] | |||||||||
Percentage of shares agreed to transfer | 20.00% | ||||||||
Founder Shares [Member] | Condition Three [Member] | |||||||||
Founder Share [Abstract] | |||||||||
Percentage of shares agreed to transfer | 20.00% | ||||||||
Founder Shares [Member] | Condition Four [Member] | |||||||||
Founder Share [Abstract] | |||||||||
Percentage of shares agreed to transfer | 20.00% | ||||||||
Founder Shares [Member] | Maximum [Member] | Condition One [Member] | |||||||||
Founder Share [Abstract] | |||||||||
Share price (in dollars per share) | $ 12 | ||||||||
Founder Shares [Member] | Maximum [Member] | Condition Two [Member] | |||||||||
Founder Share [Abstract] | |||||||||
Share price (in dollars per share) | 13.50 | ||||||||
Founder Shares [Member] | Maximum [Member] | Condition Three [Member] | |||||||||
Founder Share [Abstract] | |||||||||
Share price (in dollars per share) | 15 | ||||||||
Founder Shares [Member] | Maximum [Member] | Condition Four [Member] | |||||||||
Founder Share [Abstract] | |||||||||
Share price (in dollars per share) | $ 17 | ||||||||
Initial Stockholders' [Member] | Founder Shares [Member] | |||||||||
Founder Share [Abstract] | |||||||||
Issuance of common stock (in shares) | 5,298,333 | 701,667 | 5,298,333 | 6,000,000 | 6,000,000 | ||||
Proceeds from issuance of common stock to initial stock holders | $ 25,000 | $ 3,311 | $ 25,000 | ||||||
Initial stockholders ownership percentage | 25.00% | 25.00% | |||||||
Common Stock, shares outstanding (in shares) | 5,973,333 | 5,973,333 | |||||||
Initial Stockholders' [Member] | Founder Shares [Member] | Maximum [Member] | |||||||||
Founder Share [Abstract] | |||||||||
Shares subject to forfeiture (in shares) | 760,000 | 760,000 | |||||||
Over-Allotment Option [Member] | |||||||||
Founder Share [Abstract] | |||||||||
Forfeiture of shares (in shares) | 26,667 | ||||||||
Over-Allotment Option [Member] | Founder Shares [Member] | |||||||||
Founder Share [Abstract] | |||||||||
Units issued to underwriters (in shares) | 2,200,000 | ||||||||
Shares not subject forfeiture (in shares) | 733,333 | ||||||||
Forfeiture of shares (in shares) | 26,667 |
RELATED PARTY TRANSACTIONS, F74
RELATED PARTY TRANSACTIONS, FINTECH ACQUISITION CORP. II, Promissory Note and Related Party Loans (FY) (Details) - USD ($) | 6 Months Ended | 7 Months Ended | 12 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2015 | Dec. 31, 2017 | Dec. 31, 2016 | |
Promissory Note Related Party [Abstract] | |||||
Outstanding expenses related formation and initial public offering | $ 0 | $ 231,846 | $ 0 | $ 231,846 | $ 0 |
Sponsor [Member] | Working Capital Loans [Member] | |||||
Promissory Note Related Party [Abstract] | |||||
Outstanding expenses related formation and initial public offering | $ 231,846 | ||||
Related Party Transaction, Due from (to) Related Party [Abstract] | |||||
Warrant, exercise price (in dollars per share) | $ 0.75 | ||||
Warrants conversion (in shares) | 0.5 | ||||
Outstanding loan | $ 0 | $ 0 | |||
Sponsor [Member] | Working Capital Loans [Member] | Maximum [Member] | |||||
Related Party Transaction, Due from (to) Related Party [Abstract] | |||||
Loan commitment amount | 1,100,000 | ||||
Amounts released for working capital | $ 500,000 | ||||
Warrants to purchase shares (in shares) | 733,333 | ||||
Loans converted into warrants | $ 1,100,000 |
RELATED PARTY TRANSACTIONS, INT
RELATED PARTY TRANSACTIONS, INTERMEX HOLDINGS, INC. (FY) (Details) - Intermex Holdings, Inc. and Subsidiaries [Member] - USD ($) | 11 Months Ended | 12 Months Ended |
Dec. 31, 2017 | Dec. 31, 2015 | |
Related Party Transaction [Line Items] | ||
Monthly management fees plus reimbursement expense | $ 65,000 | |
Reimbursed expenses | $ 12,403 | |
Predecessor [Member] | ||
Related Party Transaction [Line Items] | ||
Reimbursed expenses | $ 18,368 |
COMMITMENTS AND CONTINGENCIES,
COMMITMENTS AND CONTINGENCIES, FINTECH ACQUISITION CORP. II (FY) (Details) | Jan. 25, 2017$ / sharesshares | Jun. 30, 2018USD ($) | Dec. 31, 2017USD ($)Demandshares | Dec. 31, 2016USD ($) |
Underwriting Agreement [Abstract] | ||||
Number of days option, granted to underwrites | 45 days | |||
Percentage of underwriting discount | 2.00% | 2.00% | ||
Underwriting fees | $ | $ 3,060,000 | $ 3,060,000 | ||
Percentage of deferred fee on gross proceeds of IPO | 5.00% | 5.00% | ||
Percentage of deferred fee on units sold in over allotment option | 7.00% | 7.00% | ||
Deferred underwriting fees | $ | $ 9,190,000 | $ 9,190,000 | $ 0 | |
Deferred Legal Fees [Abstract] | ||||
Deferred legal fees payable | $ | $ 25,000 | $ 25,000 | $ 0 | |
Over-Allotment Option [Member] | ||||
Underwriting Agreement [Abstract] | ||||
Additional units purchased by underwriters (in shares) | shares | 2,200,000 | |||
Shares purchased price per share (in dollars per share) | $ / shares | $ 10 | |||
Maximum [Member] | ||||
Registration Rights [Abstract] | ||||
Number of demands entitled by securities holders | Demand | 3 | |||
Underwriting Agreement [Abstract] | ||||
Number of units purchased to cover over-allotment (in shares) | shares | 2,295,000 | |||
Maximum [Member] | Over-Allotment Option [Member] | ||||
Underwriting Agreement [Abstract] | ||||
Number of units waived (in shares) | shares | 95,000 |
COMMITMENTS AND CONTINGENCIES77
COMMITMENTS AND CONTINGENCIES, INTERMEX HOLDINGS, INC. (FY) (Details) - Intermex Holdings, Inc. and Subsidiaries [Member] | 1 Months Ended | 3 Months Ended | 5 Months Ended | 6 Months Ended | 11 Months Ended | 12 Months Ended | ||
Jan. 31, 2017USD ($) | Jun. 30, 2018USD ($)StateTerritory | Jun. 30, 2017USD ($) | Jun. 30, 2017USD ($) | Jun. 30, 2018USD ($)StateTerritory | Dec. 31, 2017USD ($)StateTerritory | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | |
Leases [Abstract] | ||||||||
Office leases aggregate monthly payments | $ 143,565 | |||||||
Rent expense | $ 486,538 | $ 428,840 | $ 714,929 | $ 927,138 | 1,605,715 | |||
Future Minimum Rental Payments [Abstract] | ||||||||
2,018 | 1,389,126 | |||||||
2,019 | 1,202,361 | 1,202,361 | 1,152,447 | |||||
2,020 | 918,872 | 918,872 | 772,735 | |||||
2,021 | 822,439 | 822,439 | 108,496 | |||||
Thereafter | 1,438,239 | 1,438,239 | 6,645 | |||||
Total future minimum payments | $ 6,556,718 | $ 6,556,718 | $ 3,429,449 | |||||
Contingencies [Abstract] | ||||||||
Number of states in which entity operates | State | 50 | 50 | 49 | |||||
Number of territories in which entity operates | Territory | 2 | 2 | 2 | |||||
Predecessor Company [Member] | ||||||||
Leases [Abstract] | ||||||||
Rent expense | $ 135,636 | $ 1,495,526 | $ 1,332,388 |
STOCKHOLDER'S EQUITY AND SHAR78
STOCKHOLDER'S EQUITY AND SHARE-BASED COMPENSATION, FINTECH ACQUISITION CORP. II, Preferred Stock and Common Stock (FY) (Details) | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2018Vote$ / sharesshares | Dec. 31, 2017Vote$ / sharesshares | Jun. 30, 2017shares | Dec. 31, 2016$ / sharesshares | |
Stockholders' Equity Note [Abstract] | ||||
Preferred stock, shares authorized (in shares) | 5,000,000 | 5,000,000 | 5,000,000 | |
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Preferred stock, shares issued (in shares) | 0 | 0 | 0 | |
Preferred stock, shares outstanding (in shares) | 0 | 0 | 0 | |
Common stock, shares authorized (in shares) | 35,000,000 | 35,000,000 | 35,000,000 | |
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Common stock, voting right per share | Vote | 1 | 1 | ||
Common stock, shares issued (in shares) | 7,788,595 | 7,780,627 | 5,298,333 | |
Common Stock, shares outstanding (in shares) | 7,788,595 | 7,780,627 | 5,298,333 | |
Common stock subject to possible redemption, shares (in shares) | 16,104,738 | 16,112,706 | 16,127,226 | 0 |
STOCKHOLDER'S EQUITY AND SHAR79
STOCKHOLDER'S EQUITY AND SHARE-BASED COMPENSATION, FINTECH ACQUISITION CORP. II, Warrants (FY) (Details) - $ / shares | 6 Months Ended | 12 Months Ended |
Jun. 30, 2018 | Dec. 31, 2017 | |
Initial Public Offering [Member] | Maximum [Member] | ||
Warrants [Abstract] | ||
Number of business days to file registrant statement | 20 days | 20 days |
Public Warrants [Member] | ||
Warrants [Abstract] | ||
Warrants exercisable period on completion of business combination | 30 days | |
Warrants exercisable period from closing of Initial Public Offering | 12 months | |
Warrants expiration period | 5 years | |
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 | |
Private Warrants [Member] | ||
Warrants [Abstract] | ||
Warrants exercisable period on completion of business combination | 30 days | |
Period for warrants to become exercisable | 5 years |
STOCKHOLDER'S EQUITY AND SHAR80
STOCKHOLDER'S EQUITY AND SHARE-BASED COMPENSATION, INTERMEX HOLDINGS, INC., Successor Company (FY) (Details) | 1 Months Ended | 3 Months Ended | 5 Months Ended | 6 Months Ended | 11 Months Ended | 12 Months Ended | |||
Sep. 30, 2017$ / sharesshares | Feb. 28, 2017$ / sharesshares | Jun. 30, 2018USD ($)$ / sharesshares | Jun. 30, 2017USD ($) | Jun. 30, 2017USD ($) | Jun. 30, 2018USD ($)Vote$ / sharesshares | Dec. 31, 2017USD ($)Vote$ / sharesshares | Dec. 31, 2017USD ($)Vote$ / sharesshares | Dec. 31, 2016$ / sharesshares | |
Common Stock [Abstract] | |||||||||
Common stock, shares authorized (in shares) | 35,000,000 | 35,000,000 | 35,000,000 | 35,000,000 | 35,000,000 | ||||
Common Stock, shares issued (in shares) | 7,788,595 | 7,788,595 | 7,780,627 | 7,780,627 | 5,298,333 | ||||
Common Stock, shares outstanding (in shares) | 7,788,595 | 7,788,595 | 7,780,627 | 7,780,627 | 5,298,333 | ||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||
Common stock, voting right per share | Vote | 1 | 1 | |||||||
Intermex Holdings, Inc. and Subsidiaries [Member] | |||||||||
Common Stock [Abstract] | |||||||||
Common stock, shares authorized (in shares) | 1,000 | 1,000 | 1,000 | 1,000 | |||||
Common Stock, shares issued (in shares) | 10 | 10 | 10 | 10 | |||||
Common Stock, shares outstanding (in shares) | 10 | 10 | 10 | 10 | |||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | |||||
Common stock, voting right per share | Vote | 1 | ||||||||
Dividend Distributions [Abstract] | |||||||||
Cash dividends | $ | $ 20,178,000 | ||||||||
Assumptions used in Calculating Fair Value [Abstract] | |||||||||
Expected dividend yield | 0.00% | ||||||||
Expected volatility | 46.90% | ||||||||
Risk-free interest rate | 2.10% | ||||||||
Expected term | 6 years | ||||||||
Compensation expense | $ | $ 217,757 | $ 1,247,215 | |||||||
Number of Units [Abstract] | |||||||||
Granted during Successor Period (in shares) | 0 | ||||||||
Intermex Holdings, Inc. and Subsidiaries [Member] | Class B [Member] | |||||||||
Incentive Units [Abstract] | |||||||||
Authorized (in shares) | 10,000,000 | 10,000,000 | |||||||
Units Issued (in shares) | 665,000 | 9,055,000 | |||||||
Assumptions used in Calculating Fair Value [Abstract] | |||||||||
Service period | 4 years | ||||||||
Compensation expense | $ | $ 484,805 | $ 712,597 | $ 1,845,943 | ||||||
Unrecognized compensation expense | $ | $ 2,237,187 | $ 2,237,187 | $ 2,895,047 | $ 2,895,047 | |||||
Number of Units [Abstract] | |||||||||
Granted during Successor Period (in shares) | 410,000 | 9,720,000 | |||||||
Vested (in shares) | (2,720,000) | (1,944,000) | |||||||
Forfeited (in shares) | (304,000) | ||||||||
Outstanding (in shares) | 5,162,000 | 5,162,000 | 7,472,000 | 7,472,000 | |||||
Weighted Average Grant Date Fair Value [Abstract] | |||||||||
Granted during Successor Period (in dollars per share) | $ / shares | $ 0.4948 | $ 0.4872 | $ 0.4948 | $ 0.4878 | |||||
Vested (in dollars per share) | $ / shares | 0.4875 | 0.4878 | |||||||
Forfeited (in dollars per share) | $ / shares | 0.4872 | ||||||||
Outstanding (in dollars per share) | $ / shares | $ 0.4884 | $ 0.4884 | $ 0.4879 | $ 0.4879 | |||||
Intermex Holdings, Inc. and Subsidiaries [Member] | Class B [Member] | Grant Date [Member] | |||||||||
Assumptions used in Calculating Fair Value [Abstract] | |||||||||
Vesting percentage | 20.00% | 20.00% | |||||||
Intermex Holdings, Inc. and Subsidiaries [Member] | Class B [Member] | Anniversary of Grant Date, Thereafter [Member] | |||||||||
Assumptions used in Calculating Fair Value [Abstract] | |||||||||
Vesting percentage | 20.00% | 20.00% | |||||||
Intermex Holdings, Inc. and Subsidiaries [Member] | Class C [Member] | |||||||||
Incentive Units [Abstract] | |||||||||
Authorized (in shares) | 5,000,000 | 5,000,000 | |||||||
Units Issued (in shares) | 332,500 | 4,527,500 | |||||||
Assumptions used in Calculating Fair Value [Abstract] | |||||||||
Compensation expense | $ | $ 0 | $ 0 | |||||||
Unrecognized compensation expense | $ | $ 1,014,983 | $ 1,014,983 | $ 1,010,852 | $ 1,010,852 | |||||
Number of Units [Abstract] | |||||||||
Granted during Successor Period (in shares) | 205,000 | 4,860,000 | |||||||
Vested (in shares) | 0 | 0 | |||||||
Forfeited (in shares) | (190,000) | ||||||||
Outstanding (in shares) | 4,875,000 | 4,875,000 | 4,670,000 | 4,670,000 | |||||
Weighted Average Grant Date Fair Value [Abstract] | |||||||||
Granted during Successor Period (in dollars per share) | $ / shares | $ 0.2126 | $ 0.2077 | $ 0.2126 | $ 0.2080 | |||||
Vested (in dollars per share) | $ / shares | 0 | 0 | |||||||
Forfeited (in dollars per share) | $ / shares | 0.2077 | ||||||||
Outstanding (in dollars per share) | $ / shares | $ 0.2082 | $ 0.2082 | $ 0.2080 | $ 0.2080 | |||||
Intermex Holdings, Inc. and Subsidiaries [Member] | Class D [Member] | |||||||||
Incentive Units [Abstract] | |||||||||
Authorized (in shares) | 5,000,000 | 5,000,000 | |||||||
Units Issued (in shares) | 332,500 | 4,527,500 | |||||||
Assumptions used in Calculating Fair Value [Abstract] | |||||||||
Compensation expense | $ | $ 0 | $ 0 | |||||||
Unrecognized compensation expense | $ | $ 726,696 | $ 726,696 | $ 723,439 | $ 723,439 | |||||
Number of Units [Abstract] | |||||||||
Granted during Successor Period (in shares) | 205,000 | 4,860,000 | |||||||
Vested (in shares) | 0 | 0 | |||||||
Forfeited (in shares) | (190,000) | ||||||||
Outstanding (in shares) | 4,875,000 | 4,875,000 | 4,670,000 | 4,670,000 | |||||
Weighted Average Grant Date Fair Value [Abstract] | |||||||||
Granted during Successor Period (in dollars per share) | $ / shares | $ 0.1535 | $ 0.1485 | $ 0.1535 | $ 0.1489 | |||||
Vested (in dollars per share) | $ / shares | 0 | 0 | |||||||
Forfeited (in dollars per share) | $ / shares | 0.1485 | ||||||||
Outstanding (in dollars per share) | $ / shares | $ 0.1491 | $ 0.1491 | $ 0.1489 | $ 0.1489 | |||||
Intermex Holdings, Inc. and Subsidiaries [Member] | Other Minority Stockholders [Member] | Class A [Member] | |||||||||
Common Stock [Abstract] | |||||||||
Common stock, shares authorized (in shares) | 124,100 | 124,100 | 520,000 | 520,000 | |||||
Common Stock, shares issued (in shares) | 124,100 | 124,100 | 124,100 | 124,100 | |||||
Common stock, amount | $ | $ 12,410,000 | $ 12,410,000 | |||||||
Intermex Holdings, Inc. and Subsidiaries [Member] | Stella Point [Member] | |||||||||
Number of Units [Abstract] | |||||||||
Outstanding (in shares) | 0 | 0 | |||||||
Intermex Holdings, Inc. and Subsidiaries [Member] | Stella Point [Member] | Class A [Member] | |||||||||
Common Stock [Abstract] | |||||||||
Common stock, shares authorized (in shares) | 520,000 | 520,000 | 520,000 | 520,000 | |||||
Common Stock, shares issued (in shares) | 520,000 | 520,000 | 124,100 | 124,100 | |||||
Common stock, amount | $ | $ 52,000,000 | $ 52,000,000 |
STOCKHOLDER'S EQUITY AND SHAR81
STOCKHOLDER'S EQUITY AND SHARE-BASED COMPENSATION, INTERMEX HOLDINGS, INC., Predecessor Company (FY) (Details) - USD ($) | Dec. 16, 2013 | Sep. 23, 2013 | Jan. 11, 2012 | Jan. 31, 2017 | Jun. 30, 2017 | Jun. 30, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2012 | Jun. 30, 2018 |
Common Stock [Abstract] | |||||||||||
Common Stock, shares authorized (in shares) | 35,000,000 | 35,000,000 | 35,000,000 | ||||||||
Common stock, shares issued (in shares) | 7,780,627 | 5,298,333 | 7,788,595 | ||||||||
Common Stock, shares outstanding (in shares) | 7,780,627 | 5,298,333 | 7,788,595 | ||||||||
Common Stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||
Intermex Holdings, Inc. and Subsidiaries [Member] | |||||||||||
Common Stock [Abstract] | |||||||||||
Common Stock, shares authorized (in shares) | 1,000 | 1,000 | |||||||||
Common stock, shares issued (in shares) | 10 | 10 | |||||||||
Common Stock, shares outstanding (in shares) | 10 | 10 | |||||||||
Common Stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | |||||||||
Dividends [Abstract] | |||||||||||
Cash dividends | $ 20,178,000 | ||||||||||
Restricted Stock Grants [Abstract] | |||||||||||
Compensation expense | $ 217,757 | $ 1,247,215 | |||||||||
Stock Options [Abstract] | |||||||||||
Shares issued (in shares) | 0 | ||||||||||
Intermex Holdings, Inc. and Subsidiaries [Member] | Restricted Shares [Member] | |||||||||||
Restricted Stock Grants [Abstract] | |||||||||||
Compensation expense | $ 0 | ||||||||||
Intermex Holdings, Inc. and Subsidiaries [Member] | Stella Point [Member] | |||||||||||
Stock Options [Abstract] | |||||||||||
Options outstanding (in shares) | 0 | ||||||||||
Intermex Holdings, Inc. and Subsidiaries [Member] | Predecessor [Member] | |||||||||||
Common Stock [Abstract] | |||||||||||
Common Stock, shares authorized (in shares) | 200,000,000 | ||||||||||
Common stock, shares issued (in shares) | 81,879,165 | ||||||||||
Common Stock, shares outstanding (in shares) | 81,879,165 | ||||||||||
Common Stock, par value (in dollars per share) | $ 0.01 | ||||||||||
Dividends [Abstract] | |||||||||||
Cash dividends | $ 0 | $ 1,286,995 | $ 18,144,839 | ||||||||
Restricted Stock Grants [Abstract] | |||||||||||
Compensation expense | $ 2,916,324 | ||||||||||
Stock Options [Abstract] | |||||||||||
Shares issued (in shares) | 0 | 0 | 0 | ||||||||
Intermex Holdings, Inc. and Subsidiaries [Member] | Predecessor [Member] | Stock Option [Member] | |||||||||||
Restricted Stock Grants [Abstract] | |||||||||||
Compensation expense | $ 2,812,919 | $ 0 | $ 0 | ||||||||
Tax benefit recognized | 0 | 0 | |||||||||
Stock Options [Abstract] | |||||||||||
Tax benefit recognized | $ 0 | $ 0 | |||||||||
Options forfeited (in shares) | 0 | 175,347 | 0 | ||||||||
Nonvested options outstanding (in shares) | 4,874,511 | ||||||||||
Nonvested options outstanding weighted average exercise price (in dollars per share) | $ 0.20 | ||||||||||
Intermex Holdings, Inc. and Subsidiaries [Member] | Predecessor [Member] | Restricted Shares [Member] | |||||||||||
Restricted Stock Grants [Abstract] | |||||||||||
Shares issued (in shares) | 12,625,005 | ||||||||||
Fair value shares granted (in dollars per share) | $ 0.1838 | $ 0.0060 | |||||||||
Compensation expense | $ 103,405 | $ 62,563 | $ 62,839 | ||||||||
Intermex Holdings, Inc. and Subsidiaries [Member] | Predecessor [Member] | Restricted Shares [Member] | CEO [Member] | |||||||||||
Restricted Stock Grants [Abstract] | |||||||||||
Shares issued (in shares) | 1,402,776 | ||||||||||
Intermex Holdings, Inc. and Subsidiaries [Member] | Predecessor [Member] | Restricted Shares [Member] | Grant Date [Member] | |||||||||||
Restricted Stock Grants [Abstract] | |||||||||||
Vesting percentage | 25.00% | ||||||||||
Intermex Holdings, Inc. and Subsidiaries [Member] | Predecessor [Member] | Restricted Shares [Member] | Anniversary of Grant Date, Thereafter [Member] | |||||||||||
Restricted Stock Grants [Abstract] | |||||||||||
Vesting percentage | 15.00% | ||||||||||
Tax benefit recognized | $ 0 | ||||||||||
Stock Options [Abstract] | |||||||||||
Tax benefit recognized | $ 0 | ||||||||||
Intermex Holdings, Inc. and Subsidiaries [Member] | Predecessor [Member] | Restricted Shares [Member] | Anniversary of Grant Date, Thereafter [Member] | CEO [Member] | |||||||||||
Restricted Stock Grants [Abstract] | |||||||||||
Vesting percentage | 20.00% | ||||||||||
Intermex Holdings, Inc. and Subsidiaries [Member] | Predecessor [Member] | Stock Incentive Plan [Member] | |||||||||||
Stock Incentive Plan [Abstract] | |||||||||||
Issuance of stock options or restricted shares (in shares) | 22,275,000 | ||||||||||
Issuance of stock options or restricted shares, par value (in dollars per share) | $ 0.01 | ||||||||||
Stock Options [Abstract] | |||||||||||
Shares issued (in shares) | 701,338 | 4,348,610 | |||||||||
Shares issued exercise price (in dollars per share) | $ 0.2726 | $ 0.1838 | |||||||||
Intermex Holdings, Inc. and Subsidiaries [Member] | Predecessor [Member] | Stock Incentive Plan [Member] | September 23, 2013 [Member] | |||||||||||
Stock Options [Abstract] | |||||||||||
Shares issued exercise price (in dollars per share) | $ 0.05 | ||||||||||
Intermex Holdings, Inc. and Subsidiaries [Member] | Predecessor [Member] | Stock Incentive Plan [Member] | December 16, 2013 [Member] | |||||||||||
Stock Options [Abstract] | |||||||||||
Shares issued exercise price (in dollars per share) | $ 0.14 | ||||||||||
Intermex Holdings, Inc. and Subsidiaries [Member] | Predecessor [Member] | Stock Incentive Plan [Member] | Minimum [Member] | |||||||||||
Stock Options [Abstract] | |||||||||||
Percentage of exercise price of stock options on fair market value | 100.00% |
INCOME TAXES, FINTECH ACQUISITI
INCOME TAXES, FINTECH ACQUISITION CORP. II, Net Deferred Tax Assets (FY) (Details) | Dec. 31, 2017USD ($) |
Deferred tax asset [Abstract] | |
Organizational costs/Startup expenses | $ 216,951 |
Total deferred tax assets | 216,951 |
Valuation allowance | (216,951) |
Deferred tax asset, net of allowance | $ 0 |
INCOME TAXES, FINTECH ACQUISI83
INCOME TAXES, FINTECH ACQUISITION CORP. II, Income Tax Provision (FY) (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 7 Months Ended | 12 Months Ended | |||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2015 | Dec. 31, 2017 | Dec. 31, 2016 | |
Federal [Abstract] | |||||||
Current | $ 436,721 | ||||||
Deferred | (216,951) | ||||||
State [Abstract] | |||||||
Current | 0 | ||||||
Deferred | 0 | ||||||
Change in valuation allowance | 216,951 | ||||||
Total tax provision (benefit) | $ 144,675 | $ 109,457 | $ 245,412 | $ 109,457 | $ 0 | 436,721 | $ 0 |
Net operating loss carry forwards, federal | 0 | ||||||
Net operating loss carry forwards, state | $ 0 |
INCOME TAXES, FINTECH ACQUISI84
INCOME TAXES, FINTECH ACQUISITION CORP. II, Reconciliation of Federal Income Tax (FY) (Details) | 12 Months Ended |
Dec. 31, 2017 | |
Effective Income Tax Rate Reconciliation, Amount [Abstract] | |
Statutory federal income tax rate | 34.00% |
State taxes, net of federal tax benefit | 0.00% |
Deferred tax rate change | 53.40% |
Change in valuation allowance | 86.30% |
Income tax provision | 173.70% |
INCOME TAXES, INTERMEX HOLDINGS
INCOME TAXES, INTERMEX HOLDINGS, INC., Provision for Income Taxes (FY) (Details) - USD ($) | Feb. 01, 2017 | Jan. 31, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2015 | Dec. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Current tax provision [Abstract] | |||||||||||||
Federal | $ 436,721 | ||||||||||||
Deferred tax provision (benefit) [Abstract] | |||||||||||||
Federal | (216,951) | ||||||||||||
State | 0 | ||||||||||||
Total tax provision (benefit) | $ (144,675) | $ (109,457) | $ (245,412) | $ (109,457) | $ 0 | $ (436,721) | $ 0 | ||||||
Intermex Holdings, Inc. and Subsidiaries [Member] | |||||||||||||
Current tax provision [Abstract] | |||||||||||||
Foreign | $ 164,126 | ||||||||||||
Federal | 329 | ||||||||||||
Total Current | 164,455 | ||||||||||||
Deferred tax provision (benefit) [Abstract] | |||||||||||||
Federal | 595,682 | ||||||||||||
State | (225,735) | ||||||||||||
Total deferred | 369,947 | $ 1,144,902 | (1,030,534) | $ 369,947 | |||||||||
Total tax provision (benefit) | $ 534,402 | $ 823,889 | $ 243,754 | $ 1,244,206 | $ 616,372 | $ 534,402 | |||||||
Intermex Holdings, Inc. and Subsidiaries [Member] | Predecessor [Member] | |||||||||||||
Current tax provision [Abstract] | |||||||||||||
Foreign | $ 10,977 | 184,058 | $ 143,954 | ||||||||||
Federal | 1 | 180,654 | 76,204 | ||||||||||
Total Current | 10,978 | 364,712 | 220,158 | ||||||||||
Deferred tax provision (benefit) [Abstract] | |||||||||||||
Federal | (1,791,686) | 4,537,301 | 3,492,740 | ||||||||||
State | (422,665) | (818,358) | 478,745 | ||||||||||
Total deferred | (2,214,351) | 3,718,943 | 3,971,485 | ||||||||||
Total tax provision (benefit) | $ (2,203,373) | $ 4,083,655 | $ 4,191,643 | $ (12,969,232) |
INCOME TAXES, INTERMEX HOLDIN86
INCOME TAXES, INTERMEX HOLDINGS, INC., Reconciliation of Tax Provision (Benefit) (FY) (Details) - USD ($) | Feb. 01, 2017 | Jan. 31, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2015 | Dec. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Reconciliation of Income Tax Expense (Benefit) [Abstract] | ||||||||||||||
(Loss) income before income taxes | $ 94,230 | $ 234,402 | $ 165,726 | $ 69,312 | $ (2,187) | $ 251,374 | $ (1,621) | |||||||
US statutory tax rate | 34.00% | |||||||||||||
Total tax provision (benefit) | (144,675) | (109,457) | (245,412) | $ (109,457) | $ 0 | $ (436,721) | 0 | |||||||
Intermex Holdings, Inc. and Subsidiaries [Member] | ||||||||||||||
Reconciliation of Income Tax Expense (Benefit) [Abstract] | ||||||||||||||
(Loss) income before income taxes | $ 2,668,244 | $ 1,517,237 | $ (5,243,578) | $ 1,920,955 | $ (9,639,051) | |||||||||
US statutory tax rate | 21.00% | 34.00% | 34.00% | 21.00% | 34.00% | |||||||||
Income tax (benefit) expense at statutory rate | $ 560,331 | $ 515,861 | $ (1,782,817) | $ 403,401 | $ (3,277,277) | |||||||||
State tax expense (benefit), net of federal | 156,527 | 38,064 | 8,575 | 116,242 | (182,027) | |||||||||
Foreign tax rates different from US statutory rate | 25,947 | (6,254) | 90,003 | 33,264 | 94,688 | |||||||||
Non-deductible expenses | 89,671 | (303,917) | 2,928,445 | 72,055 | 3,309,549 | |||||||||
Change in tax rate | 604,153 | |||||||||||||
Other | (8,587) | 0 | 0 | (8,590) | (14,684) | |||||||||
Total tax provision (benefit) | $ 534,402 | $ 823,889 | $ 243,754 | $ 1,244,206 | $ 616,372 | $ 534,402 | ||||||||
Intermex Holdings, Inc. and Subsidiaries [Member] | Predecessor [Member] | ||||||||||||||
Reconciliation of Income Tax Expense (Benefit) [Abstract] | ||||||||||||||
(Loss) income before income taxes | $ (5,521,794) | $ 13,483,681 | $ 9,949,467 | |||||||||||
US statutory tax rate | 34.00% | 34.00% | 34.00% | |||||||||||
Income tax (benefit) expense at statutory rate | $ (1,877,410) | $ 4,584,452 | $ 3,382,819 | |||||||||||
State tax expense (benefit), net of federal | (278,657) | 574,478 | 338,818 | |||||||||||
Foreign tax rates different from US statutory rate | (45,631) | 124,107 | 50,267 | |||||||||||
Non-deductible expenses | 409 | (58,494) | 6,772 | |||||||||||
Change in tax rate | 0 | (1,070,363) | 405,866 | |||||||||||
Other | (2,084) | (70,525) | 7,101 | |||||||||||
Total tax provision (benefit) | $ (2,203,373) | 4,083,655 | 4,191,643 | $ (12,969,232) | ||||||||||
Income tax expense (benefit) | $ (1,070,363) | $ 405,866 | ||||||||||||
Intermex Holdings, Inc. and Subsidiaries [Member] | Plan [Member] | ||||||||||||||
Reconciliation of Income Tax Expense (Benefit) [Abstract] | ||||||||||||||
US statutory tax rate | 21.00% |
INCOME TAXES, INTERMEX HOLDIN87
INCOME TAXES, INTERMEX HOLDINGS, INC., Deferred Tax Assets and Deferred Tax Liabilities (FY) (Details) - USD ($) | 11 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Deferred tax assets [Abstract] | ||
Total deferred tax assets | $ 216,951 | |
Intermex Holdings, Inc. and Subsidiaries [Member] | ||
Deferred tax assets [Abstract] | ||
Net operating losses | 10,582,599 | |
Allowance for doubtful accounts | 211,926 | |
Deferred rent | 0 | |
Intangibles | 0 | |
Transaction costs | 532,651 | |
Alternative minimum tax credit | 272,186 | |
Depreciation | 0 | |
Other | 72,321 | |
Total deferred tax assets | 11,671,683 | |
Deferred tax liabilities [Abstract] | ||
Depreciation | (500,343) | |
Intangibles | (9,422,486) | |
Other | 0 | |
Total deferred tax liabilities | (9,922,829) | |
Net deferred tax (liability) asset | 1,748,854 | |
Provisional increase in income tax expense | $ 656,000 | |
Intermex Holdings, Inc. and Subsidiaries [Member] | Minimum [Member] | ||
Deferred tax liabilities [Abstract] | ||
Net operating loss expiration period | Dec. 31, 2029 | |
Intermex Holdings, Inc. and Subsidiaries [Member] | Maximum [Member] | ||
Deferred tax liabilities [Abstract] | ||
Net operating loss expiration period | Dec. 31, 2037 | |
Intermex Holdings, Inc. and Subsidiaries [Member] | Federal [Member] | ||
Deferred tax liabilities [Abstract] | ||
Net operating loss carryforwards | $ 39,753,000 | |
Intermex Holdings, Inc. and Subsidiaries [Member] | State [Member] | ||
Deferred tax liabilities [Abstract] | ||
Net operating loss carryforwards | $ 46,535,000 | |
Intermex Holdings, Inc. and Subsidiaries [Member] | Predecessor [Member] | ||
Deferred tax assets [Abstract] | ||
Net operating losses | $ 14,793,711 | |
Allowance for doubtful accounts | 239,789 | |
Deferred rent | 15,553 | |
Intangibles | 11,499,513 | |
Transaction costs | 770,220 | |
Alternative minimum tax credit | 271,937 | |
Depreciation | 141,021 | |
Other | 126,621 | |
Total deferred tax assets | 27,858,365 | |
Deferred tax liabilities [Abstract] | ||
Depreciation | 0 | |
Intangibles | 0 | |
Other | (42,253) | |
Total deferred tax liabilities | (42,253) | |
Net deferred tax (liability) asset | $ 27,816,112 |
FAIR VALUE MEASUREMENTS, FINTEC
FAIR VALUE MEASUREMENTS, FINTECH ACQUISITION CORP. II, Gross Holding Gains and Fair Value of Held-to-maturity (FY) (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Jun. 30, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Cash [Member] | |||
Debt Securities, Held-to-maturity [Abstract] | |||
Cash held in the trust account | $ 261,580 | $ 6,050 | $ 0 |
U.S. Treasury Securities [Member] | |||
Debt Securities, Held-to-maturity, Fair Value to Amortized Cost [Abstract] | |||
Amortized Cost | 176,156,606 | 175,877,136 | 0 |
Gross Holding Losses | (80,806) | 0 | |
Fair Value | $ 176,167,162 | $ 175,796,330 | $ 0 |
Maturity date | Jul. 12, 2018 | Jan. 18, 2018 |
FAIR VALUE MEASUREMENTS, FINT89
FAIR VALUE MEASUREMENTS, FINTECH ACQUISITION CORP. II, Assets Measured at Fair Value on Recurring Basis (FY) (Details) - USD ($) | Jun. 30, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Assets [Abstract] | |||
Cash and marketable securities held in Trust Account | $ 176,418,186 | $ 175,883,186 | $ 0 |
Level 1 [Member] | |||
Assets [Abstract] | |||
Cash and marketable securities held in Trust Account | $ 175,883,186 | $ 0 |
FAIR VALUE MEASUREMENTS, INTERM
FAIR VALUE MEASUREMENTS, INTERMEX HOLDINGS, INC. (FY) (Details) - Intermex Holdings, Inc. and Subsidiaries [Member] $ in Millions | Dec. 31, 2017USD ($) |
Additional Fair Value Elements [Abstract] | |
Estimated fair value of term loan | $ 96.2 |
Face value percentage | 100.50% |
MERGER AGREEMENT AND MERGER A91
MERGER AGREEMENT AND MERGER ANNOUNCEMENT, FINTECH ACQUISITION CORP. II, MERGER AGREEMENT (FY) (Details) - USD ($) | Jul. 26, 2018 | Dec. 19, 2017 |
Merger Agreement [Abstract] | ||
Consideration paid in cash | $ 102,000,000 | $ 92,000,000 |
Consideration held in escrow | $ 2,000,000 | 2,000,000 |
Consideration paid in equity | 161,000,000 | |
Minimum [Member] | ||
Merger Agreement [Abstract] | ||
Cash held in trust account | $ 125,000,000 |
MERGER AGREEMENT AND MERGER A92
MERGER AGREEMENT AND MERGER ANNOUNCEMENT, INTERMEX HOLDINGS, INC., MERGER ANNOUNCEMENT (FY) (Details) - USD ($) | Jul. 26, 2018 | Dec. 19, 2017 | Jun. 30, 2018 | Dec. 31, 2017 |
Merger Announcement [Abstract] | ||||
Consideration paid in cash | $ 102,000,000 | $ 92,000,000 | ||
Consideration held in escrow | $ 2,000,000 | 2,000,000 | ||
Consideration paid in equity | 161,000,000 | |||
Intermex Holdings, Inc. and Subsidiaries [Member] | ||||
Merger Announcement [Abstract] | ||||
Consideration paid in cash | 92,000,000 | |||
Consideration held in escrow | 2,000,000 | $ 639,662 | $ 639,662 | |
Consideration paid in equity | $ 161,000,000 |
SUBSEQUENT EVENTS, FINTECH ACQU
SUBSEQUENT EVENTS, FINTECH ACQUISITION CORP. II (FY) (Details) | 1 Months Ended |
Jan. 31, 2018USD ($) | |
Subsequent Event [Member] | |
Trust account [Abstract] | |
Withdraw of interest earned on the trust account | $ 562,554 |
ACQUISITION BY STELLA POINT, IN
ACQUISITION BY STELLA POINT, INTERMEX HOLDINGS, INC. (FY) (Details) - USD ($) | Jul. 26, 2018 | Dec. 19, 2017 | Feb. 01, 2017 | Jan. 25, 2017 | Jan. 31, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2017 | Jun. 30, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Business Combination, Consideration Transferred [Abstract] | |||||||||||||
Consideration paid in cash | $ 102,000,000 | $ 92,000,000 | |||||||||||
Consideration paid in equity | 161,000,000 | ||||||||||||
Acquisition-Related Costs [Abstract] | |||||||||||||
Transaction costs | $ 25,000 | ||||||||||||
Intermex Holdings, Inc. and Subsidiaries [Member] | |||||||||||||
Business Combination, Consideration Transferred [Abstract] | |||||||||||||
Consideration paid in cash | 92,000,000 | ||||||||||||
Consideration paid in equity | $ 161,000,000 | ||||||||||||
Assets Acquired and Liabilities Assumed [Abstract] | |||||||||||||
Goodwill | $ 36,259,666 | $ 36,259,666 | $ 36,259,666 | $ 36,259,666 | |||||||||
Acquisition-Related Costs [Abstract] | |||||||||||||
Transaction costs | $ 2,553,301 | $ 2,000 | $ 6,212,602 | $ 4,014,311 | 8,705,501 | ||||||||
Intermex Holdings, Inc. and Subsidiaries [Member] | Predecessor [Member] | |||||||||||||
Assets Acquired and Liabilities Assumed [Abstract] | |||||||||||||
Goodwill | 0 | $ 0 | $ 0 | $ 0 | |||||||||
Acquisition-Related Costs [Abstract] | |||||||||||||
Transaction costs | $ 3,917,188 | 900,530 | 1,609,034 | ||||||||||
Intermex Holdings, Inc. and Subsidiaries [Member] | Stella Point [Member] | |||||||||||||
Business Combination, Consideration Transferred [Abstract] | |||||||||||||
Consideration paid in cash | $ 52,000,000 | ||||||||||||
Consideration paid in equity | 12,410,000 | ||||||||||||
Outstanding debt | 78,000,000 | ||||||||||||
Additional funding of debt | 5,000,000 | ||||||||||||
Contingent consideration | $ 0 | ||||||||||||
Ownership interest acquired | 80.70% | ||||||||||||
Assets Acquired and Liabilities Assumed [Abstract] | |||||||||||||
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 | ||||||||||||
Acquisition-Related Costs [Abstract] | |||||||||||||
Transaction costs | $ 6,212,602 | 6,212,602 | |||||||||||
Intermex Holdings, Inc. and Subsidiaries [Member] | Stella Point [Member] | Previously Reported [Member] | |||||||||||||
Assets Acquired and Liabilities Assumed [Abstract] | |||||||||||||
Accounts receivables | 27,183,489 | ||||||||||||
Prepaid and other current assets | 560,934 | ||||||||||||
Intermex Holdings, Inc. and Subsidiaries [Member] | Stella Point [Member] | Predecessor [Member] | |||||||||||||
Acquisition-Related Costs [Abstract] | |||||||||||||
Transaction costs | $ 3,917,188 | $ 900,530 | $ 1,609,034 | ||||||||||
Intermex Holdings, Inc. and Subsidiaries [Member] | FinTech [Member] | |||||||||||||
Acquisition-Related Costs [Abstract] | |||||||||||||
Transaction costs | $ 2,492,899 |
NOTES RECEIVABLE, INTERMEX HOLD
NOTES RECEIVABLE, INTERMEX HOLDINGS, INC. (FY) (Details) - Intermex Holdings, Inc. and Subsidiaries [Member] - USD ($) | 11 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Notes Receivable from Agents [Abstract] | ||
Notes receivable, current | $ 740,068 | |
Allowance | (434,210) | |
Net current | 305,858 | |
Notes receivable, long-term | 608,396 | |
Allowance | (248,432) | |
Net long-term | 359,964 | |
Notes collateralized amount | 1,079,364 | $ 789,163 |
Maturities of Notes Receivable [Abstract] | ||
Under 1 year | 740,068 | |
Between 1 and 2 years | 564,516 | |
Between 2 and 3 years | 43,880 | |
Total | $ 1,348,464 | |
Minimum [Member] | ||
Notes Receivable from Agents [Abstract] | ||
Interest rate on notes receivable | 0.00% | |
Maximum [Member] | ||
Notes Receivable from Agents [Abstract] | ||
Interest rate on notes receivable | 20.00% | |
Predecessor Company [Member] | ||
Notes Receivable from Agents [Abstract] | ||
Notes receivable, current | 525,440 | |
Allowance | (313,696) | |
Net current | 211,744 | |
Notes receivable, long-term | 444,981 | |
Allowance | (209,259) | |
Net long-term | $ 235,722 |
PROPERTY AND EQUIPMENT, NET, IN
PROPERTY AND EQUIPMENT, NET, INTERMEX HOLDINGS, INC. (FY) (Details) - Intermex Holdings, Inc. and Subsidiaries [Member] - USD ($) | 1 Months Ended | 11 Months Ended | 12 Months Ended | ||
Jan. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Jun. 30, 2018 | |
Property, Plant and Equipment, Net [Abstract] | |||||
Property, plant and equipment, gross | $ 10,255,385 | ||||
Less: Accumulated depreciation | (1,764,591) | ||||
Property and equipment, net | 8,490,794 | $ 9,245,656 | |||
Estimated Useful Lives [Abstract] | |||||
Depreciation expense | 2,086,164 | ||||
Computer Software and Equipment [Member] | |||||
Property, Plant and Equipment, Net [Abstract] | |||||
Property, plant and equipment, gross | 9,153,855 | ||||
Estimated Useful Lives [Abstract] | |||||
Equipment maintained at locations of agents | $ 3,775,950 | ||||
Computer Software and Equipment [Member] | Minimum [Member] | |||||
Estimated Useful Lives [Abstract] | |||||
Estimated useful lives | 3 years | ||||
Computer Software and Equipment [Member] | Maximum [Member] | |||||
Estimated Useful Lives [Abstract] | |||||
Estimated useful lives | 5 years | ||||
Office Improvements [Member] | |||||
Property, Plant and Equipment, Net [Abstract] | |||||
Property, plant and equipment, gross | $ 798,130 | ||||
Estimated Useful Lives [Abstract] | |||||
Estimated useful lives | 5 years | ||||
Furniture and Fixtures [Member] | |||||
Property, Plant and Equipment, Net [Abstract] | |||||
Property, plant and equipment, gross | $ 303,400 | ||||
Estimated Useful Lives [Abstract] | |||||
Estimated useful lives | 7 years | ||||
Software Development [Member] | |||||
Estimated Useful Lives [Abstract] | |||||
Equipment maintained at locations of agents | $ 1,303,645 | ||||
Predecessor Company [Member] | |||||
Property, Plant and Equipment, Net [Abstract] | |||||
Property, plant and equipment, gross | $ 15,661,930 | ||||
Less: Accumulated depreciation | (9,415,483) | ||||
Property and equipment, net | 6,246,447 | ||||
Estimated Useful Lives [Abstract] | |||||
Depreciation expense | $ 1,561,083 | 1,601,389 | $ 1,268,557 | ||
Predecessor Company [Member] | Computer Software and Equipment [Member] | |||||
Property, Plant and Equipment, Net [Abstract] | |||||
Property, plant and equipment, gross | 13,057,313 | ||||
Estimated Useful Lives [Abstract] | |||||
Equipment maintained at locations of agents | 5,197,637 | ||||
Predecessor Company [Member] | Office Improvements [Member] | |||||
Property, Plant and Equipment, Net [Abstract] | |||||
Property, plant and equipment, gross | 1,526,350 | ||||
Predecessor Company [Member] | Furniture and Fixtures [Member] | |||||
Property, Plant and Equipment, Net [Abstract] | |||||
Property, plant and equipment, gross | 1,078,267 | ||||
Predecessor Company [Member] | Software Development [Member] | |||||
Estimated Useful Lives [Abstract] | |||||
Equipment maintained at locations of agents | $ 2,731,294 |
GOODWILL AND OTHER INTANGIBLE97
GOODWILL AND OTHER INTANGIBLE ASSETS, INTERMEX HOLDINGS, INC., Goodwill (FY) (Details) - Intermex Holdings, Inc. and Subsidiaries [Member] - USD ($) | Jun. 30, 2018 | Dec. 31, 2017 | Jan. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Indefinite-Lived Intangible Assets [Abstract] | ||||||
Goodwill | $ 36,259,666 | $ 36,259,666 | $ 36,259,666 | |||
Total indefinite lives | 36,259,666 | |||||
Trade Name [Member] | ||||||
Indefinite-Lived Intangible Assets [Abstract] | ||||||
Indefinite-lived intangible assets | $ 0 | |||||
Predecessor Company [Member] | ||||||
Indefinite-Lived Intangible Assets [Abstract] | ||||||
Goodwill | $ 0 | $ 0 | $ 0 | $ 0 | ||
Total indefinite lives | 5,300,000 | |||||
Predecessor Company [Member] | Trade Name [Member] | ||||||
Indefinite-Lived Intangible Assets [Abstract] | ||||||
Indefinite-lived intangible assets | $ 5,300,000 |
GOODWILL AND OTHER INTANGIBLE98
GOODWILL AND OTHER INTANGIBLE ASSETS, INTERMEX HOLDINGS, INC., Other Intangible Assets (FY) (Details) - Intermex Holdings, Inc. and Subsidiaries [Member] | 6 Months Ended | 11 Months Ended | |
Jun. 30, 2018USD ($) | Dec. 31, 2017USD ($)Agent | Dec. 31, 2016USD ($) | |
Finite-Lived Intangible Assets [Abstract] | |||
Accumulated amortization expense | $ 6,237,100 | $ (14,558,657) | |
Net amortizable intangibles | 48,741,032 | ||
Total goodwill and other intangible assets | 85,000,698 | ||
Agent Relationships [Member] | |||
Finite-Lived Intangible Assets [Abstract] | |||
Gross amortizable intangibles | $ 40,500,000 | ||
Finite-Lived Intangible Assets, Other Information [Abstract] | |||
Expected useful life | 15 years | ||
Number of independent agents | Agent | 5,000 | ||
Location turnover rate | 17.40% | ||
Trade Name [Member] | |||
Finite-Lived Intangible Assets [Abstract] | |||
Gross amortizable intangibles | $ 15,500,000 | ||
Finite-Lived Intangible Assets, Other Information [Abstract] | |||
Expected useful life | 15 years | ||
Developed Technology [Member] | |||
Finite-Lived Intangible Assets [Abstract] | |||
Gross amortizable intangibles | $ 6,600,000 | ||
Finite-Lived Intangible Assets, Other Information [Abstract] | |||
Expected useful life | 15 years | ||
Number of development years for state-of-the-art system | 20 years | ||
Obsolescence rate | 18.00% | ||
Other Intangible Assets [Member] | |||
Finite-Lived Intangible Assets [Abstract] | |||
Gross amortizable intangibles | $ 699,689 | ||
Finite-Lived Intangible Assets, Other Information [Abstract] | |||
Expected useful life | 10 years | 10 years | |
Agent Locations [Member] | |||
Finite-Lived Intangible Assets [Abstract] | |||
Net amortizable intangibles | $ 610,859 | ||
Finite-Lived Intangible Assets, Other Information [Abstract] | |||
Expected useful life | 10 years | ||
Predecessor Company [Member] | |||
Finite-Lived Intangible Assets [Abstract] | |||
Accumulated amortization expense | $ (29,582,590) | ||
Net amortizable intangibles | 1,047,634 | ||
Total goodwill and other intangible assets | 6,347,634 | ||
Predecessor Company [Member] | Agent Relationships [Member] | |||
Finite-Lived Intangible Assets [Abstract] | |||
Gross amortizable intangibles | 29,200,000 | ||
Predecessor Company [Member] | Developed Technology [Member] | |||
Finite-Lived Intangible Assets [Abstract] | |||
Gross amortizable intangibles | 0 | ||
Predecessor Company [Member] | Other Intangible Assets [Member] | |||
Finite-Lived Intangible Assets [Abstract] | |||
Gross amortizable intangibles | 1,430,224 | ||
Predecessor Company [Member] | Agent Locations [Member] | |||
Finite-Lived Intangible Assets [Abstract] | |||
Net amortizable intangibles | $ 691,798 |
GOODWILL AND OTHER INTANGIBLE99
GOODWILL AND OTHER INTANGIBLE ASSETS, INTERMEX HOLDINGS, INC., Changes in Goodwill (FY) (Details) - Intermex Holdings, Inc. and Subsidiaries [Member] - USD ($) | 1 Months Ended | 11 Months Ended | 12 Months Ended | |
Jan. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Goodwill [Roll Forward] | ||||
Goodwill, beginning balance | $ 36,259,666 | |||
Acquisition of agent locations | 0 | |||
Amortization expense | 0 | |||
Goodwill, ending balance | $ 36,259,666 | 36,259,666 | ||
Predecessor Company [Member] | ||||
Goodwill [Roll Forward] | ||||
Goodwill, beginning balance | 0 | $ 0 | $ 0 | $ 0 |
Acquisition of agent locations | 0 | |||
Amortization expense | 0 | 0 | 0 | |
Effect of exchange rate changes | 0 | 0 | ||
Goodwill, ending balance | $ 0 | $ 0 | $ 0 |
GOODWILL AND OTHER INTANGIBL100
GOODWILL AND OTHER INTANGIBLE ASSETS, INTERMEX HOLDINGS, INC., Changes in Other Intangible Assets (FY) (Details) - Intermex Holdings, Inc. and Subsidiaries [Member] - USD ($) | 1 Months Ended | 11 Months Ended | 12 Months Ended | |
Jan. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Other Intangibles [Roll Forward] | ||||
Other intangibles, beginning balance | $ 62,660,000 | |||
Acquisition of agent locations | 639,689 | |||
Amortization expense | (14,558,657) | |||
Other intangibles, ending balance | $ 62,660,000 | 48,741,032 | ||
Predecessor Company [Member] | ||||
Other Intangibles [Roll Forward] | ||||
Other intangibles, beginning balance | 6,347,634 | $ 6,116,971 | $ 6,933,785 | $ 8,119,749 |
Acquisition of agent locations | 342,876 | |||
Amortization expense | (230,663) | (928,945) | (1,184,897) | |
Effect of exchange rate changes | (82) | (1,067) | ||
Other intangibles, ending balance | $ 6,116,971 | $ 6,347,634 | $ 6,933,785 |
GOODWILL AND OTHER INTANGIBL101
GOODWILL AND OTHER INTANGIBLE ASSETS, INTERMEX HOLDINGS, INC., Amortization Expense Related to Intangible Assets (FY) (Details) - Intermex Holdings, Inc. and Subsidiaries [Member] | Dec. 31, 2017USD ($) |
Amortization Expense Related to Intangible Assets [Abstract] | |
2,018 | $ 12,458,705 |
2,019 | 9,320,428 |
2,020 | 6,902,482 |
2,021 | 5,112,601 |
2,022 | 3,952,547 |
Thereafter | 10,994,269 |
Net amortizable intangibles | $ 48,741,032 |
ACCRUED AND OTHER LIABILITIES,
ACCRUED AND OTHER LIABILITIES, INTERMEX HOLDINGS, INC. (FY) (Details) - Intermex Holdings, Inc. and Subsidiaries [Member] - USD ($) | Jun. 30, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Accrued Liabilities and Other Liabilities [Abstract] | |||
Payables to agents | $ 8,230,526 | $ 6,875,416 | |
Compensation accruals | 1,572,609 | 1,092,460 | |
Accruals for taxes | 840,289 | 318,792 | |
Accrued interest | 0 | ||
Other | 3,227,781 | ||
Accrued and other liabilities | $ 16,656,126 | $ 11,514,449 | |
Predecessor [Member] | |||
Accrued Liabilities and Other Liabilities [Abstract] | |||
Payables to agents | $ 4,879,360 | ||
Compensation accruals | 870,856 | ||
Accruals for taxes | 163,843 | ||
Accrued interest | 676,806 | ||
Other | 3,296,070 | ||
Accrued and other liabilities | $ 9,886,935 |
DEBT, INTERMEX HOLDINGS, INC. (
DEBT, INTERMEX HOLDINGS, INC. (FY) (Details) - Intermex Holdings, Inc. and Subsidiaries [Member] - USD ($) | Feb. 01, 2017 | Jun. 30, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 18, 2017 | Aug. 23, 2017 | May 24, 2016 | ||
Debt Instruments [Abstract] | |||||||||
Long-term debt, gross | $ 113,362,500 | $ 115,787,500 | |||||||
Less: Current portion of long term debt | [1] | (4,078,627) | (3,913,436) | [2] | |||||
Less: Debt issuance costs | (3,883,677) | (4,347,602) | |||||||
Long-term debt, noncurrent | 105,400,196 | 107,526,462 | |||||||
Debt issuance costs, current | 771,373 | 936,564 | |||||||
Annual Maturities of Term Loan [Abstract] | |||||||||
Long-term debt, gross | 113,362,500 | 115,787,500 | |||||||
MC Credit Partners [Member] | |||||||||
Annual Maturities of Term Loan [Abstract] | |||||||||
Consent fee | $ 1,000,000 | ||||||||
Predecessor [Member] | |||||||||
Debt Instruments [Abstract] | |||||||||
Long-term debt, gross | $ 80,000,000 | ||||||||
Less: Current portion of long term debt | [2] | (849,809) | |||||||
Less: Debt issuance costs | (1,967,380) | ||||||||
Long-term debt, noncurrent | 77,182,811 | ||||||||
Debt issuance costs, current | 462,691 | ||||||||
Annual Maturities of Term Loan [Abstract] | |||||||||
Long-term debt, gross | 80,000,000 | ||||||||
Term Loan [Member] | |||||||||
Debt Instruments [Abstract] | |||||||||
Long-term debt, gross | 93,362,500 | 95,787,500 | |||||||
Annual Maturities of Term Loan [Abstract] | |||||||||
Long-term debt, gross | $ 93,362,500 | 95,787,500 | |||||||
Increase in aggregate principal amount | $ 5,000,000 | ||||||||
Term Loan [Member] | MC Credit Partners [Member] | |||||||||
Debt Instruments [Abstract] | |||||||||
Long-term debt, gross | $ 95,787,500 | ||||||||
Effective interest rate | 10.46% | ||||||||
Maturity date | Aug. 23, 2022 | ||||||||
Aggregate principal amount | $ 97,000,000 | $ 97,000,000 | |||||||
Frequency of principal payment | Quarterly | Quarterly | |||||||
Interest rate from December 31, 2017 through September 30, 2019 | 1.25% | 1.25% | |||||||
Interest rate from December 31, 2019 and thereafter | 2.50% | 2.50% | |||||||
Annual Maturities of Term Loan [Abstract] | |||||||||
2,018 | $ 4,850,000 | ||||||||
2,019 | 6,062,500 | ||||||||
2,020 | 9,700,000 | ||||||||
2,021 | 9,700,000 | ||||||||
2,022 | 65,475,000 | ||||||||
Long-term debt, gross | 95,787,500 | ||||||||
Prepayment of debt | $ 20,000,000 | ||||||||
Prepayment fee percentage | 3.00% | ||||||||
Term Loan [Member] | Predecessor [Member] | |||||||||
Debt Instruments [Abstract] | |||||||||
Long-term debt, gross | $ 70,000,000 | ||||||||
Effective interest rate | 9.50% | ||||||||
Maturity date | Mar. 24, 2021 | ||||||||
Aggregate principal amount | $ 70,000,000 | ||||||||
Frequency of principal payment | Quarterly | ||||||||
Annual Maturities of Term Loan [Abstract] | |||||||||
Long-term debt, gross | $ 70,000,000 | ||||||||
Periodic principal payment | 875,000 | ||||||||
Revolving Credit Facility [Member] | |||||||||
Debt Instruments [Abstract] | |||||||||
Long-term debt, gross | $ 20,000,000 | $ 20,000,000 | |||||||
Annual Maturities of Term Loan [Abstract] | |||||||||
Long-term debt, gross | $ 20,000,000 | $ 20,000,000 | |||||||
Revolving Credit Facility [Member] | MC Credit Partners [Member] | |||||||||
Debt Instruments [Abstract] | |||||||||
Maximum borrowing capacity | $ 20,000,000 | ||||||||
Effective interest rate | 12.50% | ||||||||
Unused line fee | 0.75% | ||||||||
Accrued interest | $ 0 | ||||||||
Remaining borrowings available | $ 0 | ||||||||
Maturity date | Aug. 23, 2022 | ||||||||
Revolving Credit Facility [Member] | Predecessor [Member] | |||||||||
Debt Instruments [Abstract] | |||||||||
Long-term debt, gross | $ 10,000,000 | ||||||||
Maximum borrowing capacity | $ 10,000,000 | ||||||||
Effective interest rate | 9.50% | ||||||||
Unused line fee | 0.50% | ||||||||
Remaining borrowings available | $ 0 | ||||||||
Maturity date | Mar. 24, 2021 | ||||||||
Annual Maturities of Term Loan [Abstract] | |||||||||
Long-term debt, gross | $ 10,000,000 | ||||||||
[1] | Current portion of long term debt is net of debt origination costs of $771,373 at June 30, 2018 and $936,564 at December 31, 2017. | ||||||||
[2] | Current portion of long term debt is net of debt issuance costs of $936,564 at December 31, 2017 of the Successor period and $462,691 at December 31, 2016 of the Predecessor period. |
DEFINED CONTRIBUTION PLAN, INTE
DEFINED CONTRIBUTION PLAN, INTERMEX HOLDINGS, INC. (FY) (Details) - Intermex Holdings, Inc. and Subsidiaries [Member] - Other Selling, General and Administrative Expenses [Member] - USD ($) | 1 Months Ended | 11 Months Ended | 12 Months Ended | |
Jan. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Defined Contribution Plan [Abstract] | ||||
Defined benefit plan, employer contribution | $ 96,563 | |||
Predecessor [Member] | ||||
Defined Contribution Plan [Abstract] | ||||
Defined benefit plan, employer contribution | $ 10,022 | $ 70,097 | $ 54,596 |
DESCRIPTION OF ORGANIZATION 105
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS, FINTECH ACQUISITION CORP. II (Q2) (Details) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2018Subsidiaryshares | Dec. 31, 2017Subsidiary | |
Description of Operations and Activity [Abstract] | ||
Number of wholly owned subsidiaries | Subsidiary | 2 | 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 ACCOU106
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, FINTECH ACQUISITION CORP. II (Q2) (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Common stock subject to possible redemption [Abstract] | ||||
Common stock subject to possible redemption (in shares) | 16,127,226 | 16,104,738 | 16,112,706 | 0 |
Offering costs [Abstract] | ||||
Offering costs | $ 12,912,088 | |||
Income taxes [Abstract] | ||||
Unrecognized tax benefits | 0 | $ 0 | $ 0 | |
Accrued interest and tax penalties | $ 0 | $ 0 | $ 0 | |
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 | |||
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 |
SUMMARY OF SIGNIFICANT ACCOU107
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, INTERMEX HOLDINGS, INC. (Q2) (Details) - USD ($) | Jul. 26, 2018 | Jun. 30, 2018 | Dec. 31, 2017 | Dec. 19, 2017 |
Accounting Pronouncements [Abstract] | ||||
Restricted cash | $ 2,000,000 | $ 2,000,000 | ||
Intermex Holdings, Inc. and Subsidiaries [Member] | ||||
Accounting Pronouncements [Abstract] | ||||
Restricted cash | $ 639,662 | $ 639,662 | $ 2,000,000 | |
Intermex Holdings, Inc. and Subsidiaries [Member] | Intermex Wire Transfers de Guatemala, S.A. [Member] | ||||
Noncontrolling Interest Items [Abstract] | ||||
Ownership percentage | 99.80% | 99.80% | ||
Intermex Holdings, Inc. and Subsidiaries [Member] | Intermex Transfers de Mexico, S.A [Member] | ||||
Noncontrolling Interest Items [Abstract] | ||||
Ownership percentage | 98.00% | 98.00% | ||
Intermex Holdings, Inc. and Subsidiaries [Member] | Intermex Wire Transfer Corp [Member] | ||||
Noncontrolling Interest Items [Abstract] | ||||
Ownership percentage | 100.00% | 98.00% | ||
Intermex Holdings, Inc. and Subsidiaries [Member] | Intermex Wire Transfer II, LLC [Member] | ||||
Noncontrolling Interest Items [Abstract] | ||||
Ownership percentage | 100.00% | 100.00% |
RELATED PARTY TRANSACTIONS, 108
RELATED PARTY TRANSACTIONS, FINTECH ACQUISITION CORP. II, Founder Shares (Q2) (Details) - USD ($) | Jan. 25, 2017 | May 28, 2015 | Jan. 31, 2017 | May 30, 2015 | Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2015 | Dec. 31, 2017 | Dec. 31, 2016 |
Founder Shares [Abstract] | |||||||||
Proceed from issuance of common stock to Initial Stockholders | $ 0 | $ 3,311 | $ 0 | $ 3,311 | $ 0 | ||||
Common Stock, shares outstanding (in shares) | 7,788,595 | 7,780,627 | 5,298,333 | ||||||
Initial Stockholders' [Member] | Founder Shares [Member] | |||||||||
Founder Shares [Abstract] | |||||||||
Issuance of common stock (in shares) | 5,298,333 | 701,667 | 5,298,333 | 6,000,000 | 6,000,000 | ||||
Proceed from issuance of common stock to Initial Stockholders | $ 25,000 | $ 3,311 | $ 25,000 | ||||||
Initial stockholders ownership percentage | 25.00% | 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 | 760,000 | |||||||
Over-allotment option [Member] | |||||||||
Founder Shares [Abstract] | |||||||||
Forfeiture of shares (in shares) | 26,667 | ||||||||
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, 109
RELATED PARTY TRANSACTIONS, FINTECH ACQUISITION CORP. II, Related Party Loans (Q2) (Details) - USD ($) | Jul. 26, 2018 | Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2015 | Dec. 31, 2017 | Dec. 31, 2016 |
Related Party Loans [Abstract] | ||||||
Advances from related party | $ 275,000 | $ 0 | ||||
Promissory note - related party | 115,000 | 0 | $ 231,846 | |||
Working capital loans settled in cash | $ 0 | $ 231,846 | $ 0 | 231,846 | $ 0 | |
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 |
RELATED PARTY TRANSACTIONS, 110
RELATED PARTY TRANSACTIONS, INTERMEX HOLDINGS, INC. (Q2) (Details) - Intermex Holdings, Inc. and Subsidiaries [Member] - USD ($) | 5 Months Ended | 6 Months Ended | 11 Months Ended |
Jun. 30, 2017 | Jun. 30, 2018 | Dec. 31, 2017 | |
Related Party Transactions [Abstract] | |||
Monthly management fees plus reimbursement expense | $ 65,000 | ||
Management [Member] | Management Services [Member] | |||
Related Party Transactions [Abstract] | |||
Monthly management fees plus reimbursement expense | $ 65,000 | $ 65,000 |
COMMITMENTS AND CONTINGENCIE111
COMMITMENTS AND CONTINGENCIES, FINTECH ACQUISITION CORP. II (Q2) (Details) - USD ($) | Jul. 26, 2018 | Jun. 30, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Underwriting Agreement [Abstract] | ||||
Percentage of underwriting discount | 2.00% | 2.00% | ||
Underwriting fees | $ 3,060,000 | $ 3,060,000 | ||
Percentage of deferred fee on gross proceeds of IPO | 5.00% | 5.00% | ||
Percentage of deferred fee on units sold in overalltoment option | 7.00% | 7.00% | ||
Deferred underwriting fees | $ 9,190,000 | $ 9,190,000 | $ 0 | |
Deferred Legal Fees [Abstract] | ||||
Deferred legal fees payable | $ 25,000 | $ 25,000 | $ 0 | |
Subsequent Event [Member] | ||||
Underwriting Agreement [Abstract] | ||||
Underwriting fees | $ 8,900,000 | |||
Deferred Legal Fees [Abstract] | ||||
Legal fees | $ 25,000 |
COMMITMENTS AND CONTINGENCIE112
COMMITMENTS AND CONTINGENCIES, INTERMEX HOLDINGS, INC. (Q2) (Details) - Intermex Holdings, Inc. and Subsidiaries [Member] | 1 Months Ended | 3 Months Ended | 5 Months Ended | 6 Months Ended | 11 Months Ended | 12 Months Ended | ||
Jan. 31, 2017USD ($) | Jun. 30, 2018USD ($)StateTerritory | Jun. 30, 2017USD ($) | Jun. 30, 2017USD ($) | Jun. 30, 2018USD ($)StateTerritory | Dec. 31, 2017USD ($)StateTerritory | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | |
Leases [Abstract] | ||||||||
Rent expense | $ 486,538 | $ 428,840 | $ 714,929 | $ 927,138 | $ 1,605,715 | |||
Future Minimum Rental Payments [Abstract] | ||||||||
2,018 | 682,730 | 682,730 | ||||||
2,019 | 1,202,361 | 1,202,361 | 1,152,447 | |||||
2,020 | 918,872 | 918,872 | 772,735 | |||||
2,021 | 822,439 | 822,439 | 108,496 | |||||
2,022 | 738,385 | 738,385 | ||||||
2,023 | 753,692 | 753,692 | ||||||
Thereafter | 1,438,239 | 1,438,239 | 6,645 | |||||
Total future minimum payments | $ 6,556,718 | $ 6,556,718 | $ 3,429,449 | |||||
Contingencies [Abstract] | ||||||||
Number of states in which entity operates | State | 50 | 50 | 49 | |||||
Number of territories in which entity operates | Territory | 2 | 2 | 2 | |||||
Predecessor Company [Member] | ||||||||
Leases [Abstract] | ||||||||
Rent expense | $ 135,636 | $ 1,495,526 | $ 1,332,388 |
STOCKHOLDER'S EQUITY AND SHA113
STOCKHOLDER'S EQUITY AND SHARE-BASED COMPENSATION, FINTECH ACQUISITION CORP. II, Preferred Stock and Common Stock (Q2) (Details) | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2018Vote$ / sharesshares | Dec. 31, 2017Vote$ / sharesshares | Jul. 20, 2018shares | Jun. 30, 2017shares | Dec. 31, 2016$ / sharesshares | |
Stockholders' Equity Note [Abstract] | |||||
Preferred Stock, shares authorized (in shares) | 5,000,000 | 5,000,000 | 5,000,000 | ||
Preferred Stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Preferred Stock, shares issued (in shares) | 0 | 0 | 0 | ||
Preferred Stock, shares outstanding (in shares) | 0 | 0 | 0 | ||
Common Stock, shares authorized (in shares) | 35,000,000 | 35,000,000 | 35,000,000 | ||
Common Stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Common stock, voting right per share | Vote | 1 | 1 | |||
Common Stock, shares issued (in shares) | 7,788,595 | 7,780,627 | 5,298,333 | ||
Common Stock, shares outstanding (in shares) | 7,788,595 | 7,780,627 | 5,298,333 | ||
Common stock subject to possible redemption, shares (in shares) | 16,104,738 | 16,112,706 | 16,127,226 | 0 | |
Subsequent Event [Member] | |||||
Stockholders' Equity Note [Abstract] | |||||
Common Stock, shares authorized (in shares) | 200,000,000 |
STOCKHOLDER'S EQUITY AND SHA114
STOCKHOLDER'S EQUITY AND SHARE-BASED COMPENSATION, FINTECH ACQUISITION CORP. II, Warrants (Q2) (Details) - $ / shares | Jan. 25, 2017 | Jun. 30, 2018 | Dec. 31, 2017 | Jul. 26, 2018 |
Warrants [Abstract] | ||||
Warrants redemption price (in dollars per share) | $ 10 | $ 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 | 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 | |||
Number of securities called by each warrant (in shares) | 1 | |||
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 |
STOCKHOLDER'S EQUITY AND SHA115
STOCKHOLDER'S EQUITY AND SHARE-BASED COMPENSATION, INTERMEX HOLDINGS, INC. (Q2) (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 5 Months Ended | 6 Months Ended | 11 Months Ended | 12 Months Ended | ||||
Sep. 30, 2017 | Feb. 28, 2017 | Jan. 31, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2017 | Jun. 30, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Share-based Compensation Arrangement [Abstract] | ||||||||||
Common shares, authorized (in shares) | 35,000,000 | 35,000,000 | 35,000,000 | 35,000,000 | ||||||
Common shares, issued (in shares) | 7,788,595 | 7,788,595 | 7,780,627 | 5,298,333 | ||||||
Common shares, outstanding (in shares) | 7,788,595 | 7,788,595 | 7,780,627 | 5,298,333 | ||||||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||
Intermex Holdings, Inc. and Subsidiaries [Member] | ||||||||||
Share-based Compensation Arrangement [Abstract] | ||||||||||
Common shares, authorized (in shares) | 1,000 | 1,000 | 1,000 | |||||||
Common shares, issued (in shares) | 10 | 10 | 10 | |||||||
Common shares, outstanding (in shares) | 10 | 10 | 10 | |||||||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | $ 0.01 | |||||||
Share-based compensation expense | $ 217,757 | $ 1,247,215 | ||||||||
Number of Units [Roll Forward] | ||||||||||
Granted (in shares) | 0 | |||||||||
Intermex Holdings, Inc. and Subsidiaries [Member] | Predecessor Company [Member] | ||||||||||
Share-based Compensation Arrangement [Abstract] | ||||||||||
Common shares, authorized (in shares) | 200,000,000 | |||||||||
Common shares, issued (in shares) | 81,879,165 | |||||||||
Common shares, outstanding (in shares) | 81,879,165 | |||||||||
Common stock, par value (in dollars per share) | $ 0.01 | |||||||||
Share-based compensation expense | $ 2,916,324 | |||||||||
Number of Units [Roll Forward] | ||||||||||
Granted (in shares) | 0 | 0 | 0 | |||||||
Intermex Holdings, Inc. and Subsidiaries [Member] | Class B [Member] | ||||||||||
Share-based Compensation Arrangement [Abstract] | ||||||||||
Share-based compensation expense | $ 484,805 | $ 712,597 | $ 1,845,943 | |||||||
Unrecognized compensation expense | $ 2,237,187 | $ 2,237,187 | $ 2,895,047 | |||||||
Number of Units [Roll Forward] | ||||||||||
Outstanding, beginning balance (in shares) | 7,472,000 | |||||||||
Granted (in shares) | 410,000 | 9,720,000 | ||||||||
Vested (in shares) | (2,720,000) | (1,944,000) | ||||||||
Outstanding, ending balance (in shares) | 5,162,000 | 5,162,000 | 7,472,000 | |||||||
Weighted Average Grant Date Fair Value [Abstract] | ||||||||||
Outstanding beginning balance (in dollars per share) | $ 0.4879 | |||||||||
Granted (in dollars per share) | $ 0.4948 | $ 0.4872 | 0.4948 | $ 0.4878 | ||||||
Vested (in dollars per share) | 0.4875 | 0.4878 | ||||||||
Outstanding ending balance (in dollars per share) | $ 0.4884 | $ 0.4884 | $ 0.4879 | |||||||
Intermex Holdings, Inc. and Subsidiaries [Member] | Class B [Member] | Grant Date [Member] | ||||||||||
Share-based Compensation Arrangement [Abstract] | ||||||||||
Vesting percentage | 20.00% | 20.00% | ||||||||
Intermex Holdings, Inc. and Subsidiaries [Member] | Class B [Member] | Anniversary of Grant Date Thereafter [Member] | ||||||||||
Share-based Compensation Arrangement [Abstract] | ||||||||||
Vesting percentage | 20.00% | 20.00% | ||||||||
Intermex Holdings, Inc. and Subsidiaries [Member] | Class C [Member] | ||||||||||
Share-based Compensation Arrangement [Abstract] | ||||||||||
Share-based compensation expense | $ 0 | $ 0 | ||||||||
Unrecognized compensation expense | $ 1,014,983 | $ 1,014,983 | $ 1,010,852 | |||||||
Number of Units [Roll Forward] | ||||||||||
Outstanding, beginning balance (in shares) | 4,670,000 | |||||||||
Granted (in shares) | 205,000 | 4,860,000 | ||||||||
Vested (in shares) | 0 | 0 | ||||||||
Outstanding, ending balance (in shares) | 4,875,000 | 4,875,000 | 4,670,000 | |||||||
Weighted Average Grant Date Fair Value [Abstract] | ||||||||||
Outstanding beginning balance (in dollars per share) | $ 0.2080 | |||||||||
Granted (in dollars per share) | 0.2126 | 0.2077 | 0.2126 | $ 0.2080 | ||||||
Vested (in dollars per share) | 0 | 0 | ||||||||
Outstanding ending balance (in dollars per share) | $ 0.2082 | $ 0.2082 | $ 0.2080 | |||||||
Intermex Holdings, Inc. and Subsidiaries [Member] | Class D [Member] | ||||||||||
Share-based Compensation Arrangement [Abstract] | ||||||||||
Share-based compensation expense | $ 0 | $ 0 | ||||||||
Unrecognized compensation expense | $ 726,696 | $ 726,696 | $ 723,439 | |||||||
Number of Units [Roll Forward] | ||||||||||
Outstanding, beginning balance (in shares) | 4,670,000 | |||||||||
Granted (in shares) | 205,000 | 4,860,000 | ||||||||
Vested (in shares) | 0 | 0 | ||||||||
Outstanding, ending balance (in shares) | 4,875,000 | 4,875,000 | 4,670,000 | |||||||
Weighted Average Grant Date Fair Value [Abstract] | ||||||||||
Outstanding beginning balance (in dollars per share) | $ 0.1489 | |||||||||
Granted (in dollars per share) | $ 0.1535 | $ 0.1485 | 0.1535 | $ 0.1489 | ||||||
Vested (in dollars per share) | 0 | 0 | ||||||||
Outstanding ending balance (in dollars per share) | $ 0.1491 | $ 0.1491 | $ 0.1489 | |||||||
Intermex Holdings, Inc. and Subsidiaries [Member] | Other Minority Stockholders [Member] | Class A [Member] | ||||||||||
Share-based Compensation Arrangement [Abstract] | ||||||||||
Common shares, authorized (in shares) | 124,100 | 124,100 | 520,000 | |||||||
Common shares, issued (in shares) | 124,100 | 124,100 | 124,100 | |||||||
Common stock, amount | $ 12,410,000 | $ 12,410,000 | ||||||||
Intermex Holdings, Inc. and Subsidiaries [Member] | Stella Point [Member] | ||||||||||
Number of Units [Roll Forward] | ||||||||||
Outstanding, beginning balance (in shares) | 0 | |||||||||
Outstanding, ending balance (in shares) | 0 | |||||||||
Intermex Holdings, Inc. and Subsidiaries [Member] | Stella Point [Member] | Class A [Member] | ||||||||||
Share-based Compensation Arrangement [Abstract] | ||||||||||
Common shares, authorized (in shares) | 520,000 | 520,000 | 520,000 | |||||||
Common shares, issued (in shares) | 520,000 | 520,000 | 124,100 | |||||||
Common stock, amount | $ 52,000,000 | $ 52,000,000 |
FAIR VALUE MEASUREMENTS, FIN116
FAIR VALUE MEASUREMENTS, FINTECH ACQUISITION CORP. II (Q2) (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Jun. 30, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Cash [Member] | |||
Debt Securities, Held-to-maturity [Abstract] | |||
Cash held in trust account | $ 261,580 | $ 6,050 | $ 0 |
US Treasury Securities [Member] | |||
Debt Securities, Held-to-maturity, Fair Value to Amortized Cost [Abstract] | |||
Amortized Cost | 176,156,606 | 175,877,136 | 0 |
Gross Holding Gains (Losses) | 10,556 | (80,806) | |
Fair Value | $ 176,167,162 | $ 175,796,330 | $ 0 |
Maturity date | Jul. 12, 2018 | Jan. 18, 2018 |
FAIR VALUE MEASUREMENTS, FIN117
FAIR VALUE MEASUREMENTS, FINTECH ACQUISITION CORP. II, Assets Measured at Fair Value on Recurring Basis (Q2) (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, FINTECH ACQUISITION COR
MERGER, FINTECH ACQUISITION CORP. II (Q2) (Details) - USD ($) | Jul. 26, 2018 | Dec. 19, 2017 | Jan. 25, 2017 |
MERGER [Abstract] | |||
Consideration paid in cash | $ 102,000,000 | $ 92,000,000 | |
Consideration held in escrow | $ 2,000,000 | $ 2,000,000 | |
Common stock adjusted in merger agreement (in shares) | 17,200,000 | ||
Redemption of common stock (in shares) | 4,938,232 | ||
Redemption price (in dollars per share) | $ 10.086957 | $ 10 | |
Total payment for redemption | $ 49,811,734 |
SUBSEQUENT EVENTS, INTERMEX HOL
SUBSEQUENT EVENTS, INTERMEX HOLDINGS, INC. (Q2) (Details) - USD ($) | Jul. 26, 2018 | Jul. 20, 2018 | Dec. 19, 2017 | Jun. 30, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Fintech Merger [Abstract] | ||||||
Number of shares redeemed (in shares) | 4,938,232 | |||||
Common stock, redemption price | $ 49,811,734 | |||||
Consideration paid in cash | $ 102,000,000 | $ 92,000,000 | ||||
Consideration paid in equity (in shares) | 17,200,000 | |||||
Common shares, outstanding (in shares) | 7,788,595 | 7,780,627 | 5,298,333 | |||
Intermex Holdings, Inc. and Subsidiaries [Member] | ||||||
Fintech Merger [Abstract] | ||||||
Consideration paid in cash | $ 92,000,000 | |||||
Common shares, outstanding (in shares) | 10 | 10 | ||||
Intermex Holdings, Inc. and Subsidiaries [Member] | Subsequent Event [Member] | ||||||
Fintech Merger [Abstract] | ||||||
Common shares, outstanding (in shares) | 36,182,783 | |||||
Warrants to purchase common stock (in shares) | 8,959,999 | |||||
Shares reserved for issuance (in shares) | 3,371,389 | |||||
Percentage of outstanding common stock owned | 48.30% | |||||
Intermex Holdings, Inc. and Subsidiaries [Member] | Subsequent Event [Member] | Stock Option [Member] | 2018 Equity Compensation Plan [Member] | ||||||
Fintech Merger [Abstract] | ||||||
Options granted (in shares) | 2,763,219 | |||||
Intermex Holdings, Inc. and Subsidiaries [Member] | Subsequent Event [Member] | Restricted Stock Units [Member] | 2018 Equity Compensation Plan [Member] | ||||||
Fintech Merger [Abstract] | ||||||
Restricted stock units granted (in shares) | 21,189 | |||||
Intermex Holdings, Inc. and Subsidiaries [Member] | Subsequent Event [Member] | FinTech [Member] | ||||||
Fintech Merger [Abstract] | ||||||
Number of shares redeemed (in shares) | 4,938,232 | |||||
Common stock, redemption price per share (in dollars per share) | $ 10.086957 | |||||
Common stock, redemption price | $ 49,800,000 | |||||
Consideration paid in cash | $ 102,000,000 | |||||
Consideration paid in equity (in shares) | 17,200,000 | |||||
Percentage of outstanding common stock owned | 51.70% |
ACQUISITION BY STELLA POINT,120
ACQUISITION BY STELLA POINT, INTERMEX HOLDINGS, INC. (Q2) (Details) - USD ($) | Jul. 26, 2018 | Dec. 19, 2017 | Feb. 01, 2017 | Jan. 25, 2017 | Jan. 31, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2017 | Jun. 30, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Business Combination, Consideration Transferred [Abstract] | |||||||||||||
Transaction price paid in cash | $ 102,000,000 | $ 92,000,000 | |||||||||||
Transaction price paid in equity | 161,000,000 | ||||||||||||
Acquisition-Related Costs [Abstract] | |||||||||||||
Transaction cost | $ 25,000 | ||||||||||||
Intermex Holdings, Inc. and Subsidiaries [Member] | |||||||||||||
Business Combination, Consideration Transferred [Abstract] | |||||||||||||
Transaction price paid in cash | 92,000,000 | ||||||||||||
Transaction price paid in equity | $ 161,000,000 | ||||||||||||
Assets Acquired and Liabilities Assumed [Abstract] | |||||||||||||
Goodwill | $ 36,259,666 | $ 36,259,666 | $ 36,259,666 | $ 36,259,666 | |||||||||
Acquisition-Related Costs [Abstract] | |||||||||||||
Transaction cost | $ 2,553,301 | $ 2,000 | $ 6,212,602 | $ 4,014,311 | 8,705,501 | ||||||||
Intermex Holdings, Inc. and Subsidiaries [Member] | Stella Point [Member] | |||||||||||||
Business Combination, Consideration Transferred [Abstract] | |||||||||||||
Transaction price paid in cash | $ 52,000,000 | ||||||||||||
Transaction price paid in equity | 12,410,000 | ||||||||||||
Outstanding debt | 78,000,000 | ||||||||||||
Additional debt | 5,000,000 | ||||||||||||
Contingent consideration | $ 0 | ||||||||||||
Ownership interest acquired | 80.70% | ||||||||||||
Assets Acquired and Liabilities Assumed [Abstract] | |||||||||||||
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 | ||||||||||||
Acquisition-Related Costs [Abstract] | |||||||||||||
Transaction cost | $ 6,212,602 | $ 6,212,602 | |||||||||||
Intermex Holdings, Inc. and Subsidiaries [Member] | Predecessor Company [Member] | |||||||||||||
Assets Acquired and Liabilities Assumed [Abstract] | |||||||||||||
Goodwill | 0 | $ 0 | $ 0 | $ 0 | |||||||||
Acquisition-Related Costs [Abstract] | |||||||||||||
Transaction cost | 3,917,188 | 900,530 | 1,609,034 | ||||||||||
Intermex Holdings, Inc. and Subsidiaries [Member] | Predecessor Company [Member] | Stella Point [Member] | |||||||||||||
Acquisition-Related Costs [Abstract] | |||||||||||||
Transaction cost | $ 3,917,188 | $ 900,530 | $ 1,609,034 |
GOODWILL AND OTHER INTANGIBL121
GOODWILL AND OTHER INTANGIBLE ASSETS, INTERMEX HOLDINGS, INC. (Q2) (Details) - Intermex Holdings, Inc. and Subsidiaries [Member] - USD ($) | 6 Months Ended | 11 Months Ended |
Jun. 30, 2018 | Dec. 31, 2017 | |
Changes in Goodwill and Other Intangible Assets [Abstract] | ||
Goodwill, beginning balance | $ 36,259,666 | $ 36,259,666 |
Other intangibles, beginning balance | 48,741,032 | 62,660,000 |
Other intangible assets, amortization expense | (6,237,100) | 14,558,657 |
Other intangibles, ending balance | 42,503,932 | 48,741,032 |
Goodwill, ending balance | $ 36,259,666 | $ 36,259,666 |
Agent Relationships [Member] | ||
Finite-Lived Intangible Assets [Abstract] | ||
Intangible assets amortization period, under accelerated method | 15 years | |
Intangible assets amortization period, straight line method | 15 years | |
Trade Name [Member] | ||
Finite-Lived Intangible Assets [Abstract] | ||
Intangible assets amortization period, under accelerated method | 15 years | |
Intangible assets amortization period, straight line method | 15 years | |
Developed Technology [Member] | ||
Finite-Lived Intangible Assets [Abstract] | ||
Intangible assets amortization period, under accelerated method | 15 years | |
Intangible assets amortization period, straight line method | 15 years | |
Other Intangible Assets [Member] | ||
Finite-Lived Intangible Assets [Abstract] | ||
Intangible assets amortization period, straight line method | 10 years | 10 years |
ACCRUED AND OTHER LIABILITIE122
ACCRUED AND OTHER LIABILITIES, INTERMEX HOLDINGS, INC. (Q2) (Details) - Intermex Holdings, Inc. and Subsidiaries [Member] - USD ($) | Jun. 30, 2018 | Dec. 31, 2017 |
Accrued Liabilities and Other Liabilities [Abstract] | ||
Payables to agents | $ 8,230,526 | $ 6,875,416 |
Accrued legal fees | 3,378,289 | 1,644,470 |
Accrued compensation | 1,572,609 | 1,092,460 |
Accrued bank charges | 1,033,120 | 897,404 |
Accrued taxes | 840,289 | 318,792 |
Other | 1,601,293 | 685,907 |
Accrued and other liabilities | $ 16,656,126 | $ 11,514,449 |
DEBT, INTERMEX HOLDINGS, INC123
DEBT, INTERMEX HOLDINGS, INC. (Q2) (Details) - Intermex Holdings, Inc. and Subsidiaries [Member] - USD ($) | 6 Months Ended | 11 Months Ended | |||
Jun. 30, 2018 | Dec. 31, 2017 | Aug. 23, 2017 | |||
Debt Instruments [Abstract] | |||||
Long-term debt, gross | $ 113,362,500 | $ 115,787,500 | |||
Less: Current portion of long term debt | [1] | (4,078,627) | (3,913,436) | [2] | |
Less: Debt origination costs | (3,883,677) | (4,347,602) | |||
Long-term debt, noncurrent | 105,400,196 | 107,526,462 | |||
Debt origination costs, current | 771,373 | 936,564 | |||
MC Credit Partners [Member] | |||||
Debt Instruments [Abstract] | |||||
Deferred financing costs | 1,500,000 | ||||
Term Loan [Member] | |||||
Debt Instruments [Abstract] | |||||
Long-term debt, gross | $ 93,362,500 | 95,787,500 | |||
Term Loan [Member] | MC Credit Partners [Member] | |||||
Debt Instruments [Abstract] | |||||
Long-term debt, gross | 95,787,500 | ||||
Aggregate principal amount | $ 97,000,000 | $ 97,000,000 | |||
Interest rate from December 31, 2017 through September 30, 2019 | 1.25% | 1.25% | |||
Interest rate from December 31, 2019 and thereafter | 2.50% | 2.50% | |||
Frequency of principal payment | Quarterly | Quarterly | |||
Revolving Credit Facility [Member] | |||||
Debt Instruments [Abstract] | |||||
Long-term debt, gross | $ 20,000,000 | $ 20,000,000 | |||
Revolving Credit Facility [Member] | MC Credit Partners [Member] | |||||
Debt Instruments [Abstract] | |||||
Maximum borrowing capacity | $ 20,000,000 | ||||
[1] | Current portion of long term debt is net of debt origination costs of $771,373 at June 30, 2018 and $936,564 at December 31, 2017. | ||||
[2] | Current portion of long term debt is net of debt issuance costs of $936,564 at December 31, 2017 of the Successor period and $462,691 at December 31, 2016 of the Predecessor period. |
INCOME TAXES, INTERMEX HOLDI124
INCOME TAXES, INTERMEX HOLDINGS, INC. (Q2) (Details) - USD ($) | Feb. 01, 2017 | Jan. 31, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2015 | Dec. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Reconciliation of Income Tax Expense (Benefit) [Abstract] | |||||||||||||
Income (loss) before income taxes | $ 94,230 | $ 234,402 | $ 165,726 | $ 69,312 | $ (2,187) | $ 251,374 | $ (1,621) | ||||||
US statutory tax rate | 34.00% | ||||||||||||
Total tax provision (benefit) | (144,675) | (109,457) | (245,412) | $ (109,457) | $ 0 | $ (436,721) | 0 | ||||||
Decrease in deferred tax asset | $ 216,951 | 216,951 | |||||||||||
Accrued interest and penalties | 0 | 0 | 0 | 0 | 0 | ||||||||
Intermex Holdings, Inc. and Subsidiaries [Member] | |||||||||||||
Reconciliation of Income Tax Expense (Benefit) [Abstract] | |||||||||||||
Income (loss) before income taxes | $ 2,668,244 | $ 1,517,237 | $ (5,243,578) | $ 1,920,955 | $ (9,639,051) | ||||||||
US statutory tax rate | 21.00% | 34.00% | 34.00% | 21.00% | 34.00% | ||||||||
Income tax expense (benefit) at statutory rate | $ 560,331 | $ 515,861 | $ (1,782,817) | $ 403,401 | $ (3,277,277) | ||||||||
State tax expense (benefit), net of federal | 156,527 | 38,064 | 8,575 | 116,242 | (182,027) | ||||||||
Foreign tax rates different from US statutory rate | 25,947 | (6,254) | 90,003 | 33,264 | 94,688 | ||||||||
Non-deductible expenses | 89,671 | (303,917) | 2,928,445 | 72,055 | 3,309,549 | ||||||||
Other | (8,587) | 0 | 0 | (8,590) | (14,684) | ||||||||
Total tax provision (benefit) | $ 534,402 | 823,889 | $ 243,754 | $ 1,244,206 | 616,372 | 534,402 | |||||||
Decrease in deferred tax asset | $ 656,000 | $ 656,000 | |||||||||||
Accrued interest and penalties | 0 | 0 | |||||||||||
Uncertain tax positions | $ 0 | $ 0 | |||||||||||
Intermex Holdings, Inc. and Subsidiaries [Member] | Predecessor Company [Member] | |||||||||||||
Reconciliation of Income Tax Expense (Benefit) [Abstract] | |||||||||||||
Income (loss) before income taxes | $ (5,521,794) | $ 13,483,681 | $ 9,949,467 | ||||||||||
US statutory tax rate | 34.00% | 34.00% | 34.00% | ||||||||||
Income tax expense (benefit) at statutory rate | $ (1,877,410) | $ 4,584,452 | $ 3,382,819 | ||||||||||
State tax expense (benefit), net of federal | (278,657) | 574,478 | 338,818 | ||||||||||
Foreign tax rates different from US statutory rate | (45,631) | 124,107 | 50,267 | ||||||||||
Non-deductible expenses | 409 | (58,494) | 6,772 | ||||||||||
Other | (2,084) | (70,525) | 7,101 | ||||||||||
Total tax provision (benefit) | $ (2,203,373) | $ 4,083,655 | $ 4,191,643 | $ (12,969,232) |