Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2018 | Nov. 09, 2018 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | International Money Express, Inc. | |
Entity Central Index Key | 1,683,695 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Common Stock, Shares Outstanding | 36,182,783 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2018 | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q3 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) | Sep. 30, 2018 | Dec. 31, 2017 | |
Current assets: | |||
Cash | $ 82,490,398 | $ 59,155,618 | |
Accounts receivable, net of allowance of $340,178 and $307,562, respectively | 80,923,807 | 51,374,377 | |
Prepaid wires | 5,119,778 | 7,675,491 | |
Other prepaid expenses and current assets | 3,472,124 | 900,386 | |
Total current assets | 172,006,107 | 119,105,872 | |
Property and equipment, net | 9,525,295 | 8,490,794 | |
Goodwill | 36,259,666 | 36,259,666 | |
Intangible assets, net | 39,389,769 | 48,741,032 | |
Deferred tax asset, net | 0 | 1,748,854 | |
Other assets | 639,119 | 1,706,693 | |
Total assets | 257,819,956 | 216,052,911 | |
Current liabilities: | |||
Current portion of long-term debt, net | [1] | 4,078,627 | 3,913,436 |
Accounts payable | 14,060,179 | 8,919,796 | |
Wire transfers and money orders payable | 78,152,404 | 48,276,649 | |
Accrued and other | 14,018,061 | 11,514,449 | |
Total current liabilities | 110,309,271 | 72,624,330 | |
Long term liabilities: | |||
Deferred tax liability, net | 5,157,019 | 0 | |
Debt, net | 104,423,502 | 107,526,462 | |
Total long term liabilities | 109,580,521 | 107,526,462 | |
Commitments and contingencies, see Note 11 | |||
Stockholders' equity: | |||
Common stock $0.0001 par value; 200,000,000 shares authorized, 36,182,783 and 17,227,682 shares issued and outstanding as of September 30, 2018 and December 31, 2017, respectively | 3,619 | 1,723 | |
Additional paid-in capital | 60,203,431 | 46,076,220 | |
Accumulated deficit | (22,281,866) | (10,173,453) | |
Accumulated other comprehensive income (loss) | 4,980 | (2,371) | |
Total stockholders' equity | 37,930,164 | 35,902,119 | |
Total liabilities and stockholders' equity | $ 257,819,956 | $ 216,052,911 | |
[1] | Current portion of long-term debt is net of debt origination costs of $771,373 at September 30, 2018 and $936,564 at December 31, 2017. |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - USD ($) | Sep. 30, 2018 | Dec. 31, 2017 |
Current assets: | ||
Accounts receivable, allowance | $ 340,178 | $ 307,562 |
Stockholders' equity: | ||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common shares, authorized (in shares) | 200,000,000 | 200,000,000 |
Common shares, issued (in shares) | 36,182,783 | 17,227,682 |
Common shares, outstanding (in shares) | 36,182,783 | 17,227,682 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (Unaudited) - USD ($) | 1 Months Ended | 3 Months Ended | 8 Months Ended | 9 Months Ended | |
Jan. 31, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2017 | Sep. 30, 2018 | |
Revenues: | |||||
Wire transfer and money order fees | $ 61,331,837 | $ 47,642,153 | $ 119,226,787 | $ 168,554,175 | |
Foreign exchange | 10,697,168 | 8,413,051 | 21,690,233 | 29,013,221 | |
Other income | 479,461 | 338,090 | 854,102 | 1,276,494 | |
Total revenues | 72,508,466 | 56,393,294 | 141,771,122 | 198,843,890 | |
Operating expenses: | |||||
Service charges from agents and banks | 48,305,007 | 37,846,027 | 94,607,887 | 132,564,938 | |
Salaries and benefits | 10,959,507 | 5,983,784 | 16,395,185 | 24,632,910 | |
Other selling, general and administrative expenses | 5,206,932 | 4,163,419 | 10,400,190 | 13,390,449 | |
Transaction costs | 6,304,972 | 0 | 6,212,602 | 10,319,283 | |
Depreciation and amortization | 4,142,139 | 4,553,042 | 12,056,986 | 11,749,513 | |
Total operating expenses | 74,918,557 | 52,546,272 | 139,672,850 | 192,657,093 | |
Operating (loss) income | (2,410,091) | 3,847,022 | 2,098,272 | 6,186,797 | |
Interest expense | 3,433,731 | 4,612,430 | 8,107,258 | 10,109,664 | |
Loss before income taxes | (5,843,822) | (765,408) | (6,008,986) | (3,922,867) | |
Income tax provision (benefit) | 7,569,174 | (191,727) | 1,052,479 | 8,185,546 | |
Net loss | (13,412,996) | (573,681) | (7,061,465) | (12,108,413) | |
Other comprehensive income (loss) | 22,452 | 3,859 | 18,990 | 7,351 | |
Comprehensive loss | $ (13,390,544) | $ (569,822) | $ (7,042,475) | $ (12,101,062) | |
Loss per common share: | |||||
Basic and diluted (in dollars per share) | $ (0.43) | $ (0.03) | $ (0.41) | $ (0.55) | |
Weighted-average common shares outstanding: | |||||
Basic and diluted (in shares) | 30,975,338 | 17,227,682 | 17,227,682 | 21,827,082 | |
Predecessor Company [Member] | |||||
Revenues: | |||||
Wire transfer and money order fees | $ 11,876,919 | ||||
Foreign exchange | 2,449,709 | ||||
Other income | 98,715 | ||||
Total revenues | 14,425,343 | ||||
Operating expenses: | |||||
Service charges from agents and banks | 9,440,774 | ||||
Salaries and benefits | 4,530,308 | ||||
Other selling, general and administrative expenses | 1,063,379 | ||||
Transaction costs | 3,917,188 | ||||
Depreciation and amortization | 381,746 | ||||
Total operating expenses | 19,333,395 | ||||
Operating (loss) income | (4,908,052) | ||||
Interest expense | 613,742 | ||||
Loss before income taxes | (5,521,794) | ||||
Income tax provision (benefit) | (2,203,373) | ||||
Net loss | (3,318,421) | ||||
Other comprehensive income (loss) | (2,453) | ||||
Comprehensive loss | $ (3,320,874) |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (Unaudited) - 9 months ended Sep. 30, 2018 - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Accumulated Other Comprehensive Income (Loss) [Member] | Total |
Balance at Dec. 31, 2017 | $ 1,723 | $ 46,076,220 | $ (10,173,453) | $ (2,371) | $ 35,902,119 |
Balance (in shares) at Dec. 31, 2017 | 17,227,682 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net equity infusion from reverse recapitalization | $ 1,896 | 8,961,625 | 0 | 0 | 8,963,521 |
Net equity infusion from reverse recapitalization (in shares) | 18,955,101 | ||||
Share-based compensation | $ 0 | 5,165,586 | 0 | 0 | 5,165,586 |
Adjustment from foreign currency translation, net | 0 | 0 | 0 | 7,351 | 7,351 |
Net loss | 0 | 0 | (12,108,413) | 0 | (12,108,413) |
Balance at Sep. 30, 2018 | $ 3,619 | $ 60,203,431 | $ (22,281,866) | $ 4,980 | $ 37,930,164 |
Balance, (in shares) at Sep. 30, 2018 | 36,182,783 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) | 1 Months Ended | 8 Months Ended | 9 Months Ended |
Jan. 31, 2017 | Sep. 30, 2017 | Sep. 30, 2018 | |
Cash flows from operating activities: | |||
Net loss | $ (7,061,465) | $ (12,108,413) | |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | |||
Depreciation and amortization | 12,056,986 | 11,749,513 | |
Share-based compensation | 1,534,655 | 5,165,586 | |
Provision for bad debts | 813,641 | 743,285 | |
Debt origination costs amortization | 125,053 | 699,731 | |
Deferred taxes | 903,181 | 6,905,873 | |
Loss on disposal of property and equipment | 86,351 | 151,724 | |
Total adjustments | 15,519,867 | 25,415,712 | |
Changes in operating assets and liabilities: | |||
Accounts receivable | (26,826,448) | (30,285,672) | |
Prepaid wires | (2,402,576) | 2,784,622 | |
Other prepaid expenses and assets | (1,706,487) | (1,427,760) | |
Wire transfers and money orders payables | 13,100,915 | 29,639,809 | |
Accounts payable and accrued other | (1,458,882) | 16,497,269 | |
Net cash provided by (used in) operating activities | (10,835,076) | 30,515,567 | |
Cash flows from investing activities: | |||
Purchases of property and equipment | (3,095,230) | (3,575,065) | |
Net cash used in acquisition | (923,654) | 0 | |
Net cash used in investing activities | (4,018,884) | (3,575,065) | |
Cash flows from financing activities: | |||
Borrowings under term loan | 102,000,000 | 0 | |
Proceeds from reverse recapitalization | 0 | 101,663,573 | |
Cash consideration to Intermex shareholders | 0 | (101,658,947) | |
Borrowings (Repayments) under revolving loan, net | 12,000,000 | 0 | |
Repayment of term loan | (75,000,000) | (3,637,500) | |
Debt origination costs | (4,682,830) | 0 | |
Common dividend distributions | (20,000,000) | 0 | |
Net cash (used in) provided by financing activities | 14,317,170 | (3,632,874) | |
Effect of exchange rate changes on cash | 405,922 | 27,152 | |
Net increase (decrease) in cash and restricted cash | (130,868) | 23,334,780 | |
Cash and restricted cash, beginning of the period | 44,628,247 | 59,795,280 | |
Cash and restricted cash, end of the period | $ 44,628,247 | 44,497,379 | 83,130,060 |
Supplemental disclosures of cash flow information: | |||
Cash paid for interest | 8,556,649 | 9,409,516 | |
Cash paid for taxes | 400,000 | 1,494,900 | |
Supplemental disclosure of non-cash financing activity: | |||
Agent businesses acquired in exchange for receivables | 639,688 | 0 | |
Intermex transaction accruals settled by acquisition proceeds | 0 | $ 9,062,769 | |
Predecessor Company [Member] | |||
Cash flows from operating activities: | |||
Net loss | (3,318,421) | ||
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | |||
Depreciation and amortization | 381,746 | ||
Share-based compensation | 2,916,324 | ||
Provision for bad debts | 83,695 | ||
Debt origination costs amortization | 39,298 | ||
Deferred taxes | (2,214,351) | ||
Loss on disposal of property and equipment | 13,472 | ||
Total adjustments | 1,220,184 | ||
Changes in operating assets and liabilities: | |||
Accounts receivable | 3,612,332 | ||
Prepaid wires | 7,848,641 | ||
Other prepaid expenses and assets | 70,927 | ||
Wire transfers and money orders payables | (1,884,922) | ||
Accounts payable and accrued other | 1,103,326 | ||
Net cash provided by (used in) operating activities | 8,652,067 | ||
Cash flows from investing activities: | |||
Purchases of property and equipment | (249,382) | ||
Net cash used in acquisition | 0 | ||
Net cash used in investing activities | (249,382) | ||
Cash flows from financing activities: | |||
Borrowings under term loan | 0 | ||
Proceeds from reverse recapitalization | 0 | ||
Cash consideration to Intermex shareholders | 0 | ||
Borrowings (Repayments) under revolving loan, net | (2,000,000) | ||
Repayment of term loan | 0 | ||
Debt origination costs | 0 | ||
Common dividend distributions | 0 | ||
Net cash (used in) provided by financing activities | (2,000,000) | ||
Effect of exchange rate changes on cash | (15,196) | ||
Net increase (decrease) in cash and restricted cash | 6,387,489 | ||
Cash and restricted cash, beginning of the period | 38,240,758 | $ 44,628,247 | |
Cash and restricted cash, end of the period | 44,628,247 | ||
Supplemental disclosures of cash flow information: | |||
Cash paid for interest | 658,888 | ||
Cash paid for taxes | 0 | ||
Supplemental disclosure of non-cash financing activity: | |||
Agent businesses acquired in exchange for receivables | 0 | ||
Intermex transaction accruals settled by acquisition proceeds | $ 0 |
BUSINESS AND ACCOUNTING POLICIE
BUSINESS AND ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2018 | |
BUSINESS AND ACCOUNTING POLICIES [Abstract] | |
BUSINESS AND ACCOUNTING POLICIES | NOTE 1 - BUSINESS AND ACCOUNTING POLICIES On July 26, 2018 (the “Closing Date”), International Money Express, Inc. (formerly FinTech Acquisition Corp. II) consummated the previously announced transaction (the “Merger”) by and among FinTech Acquisition Corp. II, a Delaware corporation (“FinTech”), FinTech II Merger Sub Inc., a wholly-owned subsidiary of FinTech (“Merger Sub 1”), FinTech II Merger Sub 2 LLC, a wholly-owned subsidiary of FinTech (“Merger Sub 2”), Intermex Holdings II, Inc. (“Intermex”) and SPC Intermex Representative LLC (“SPC Intermex”)(See Note 2). As a result of the Merger, the separate corporate existence of Intermex ceased and Merger Sub 2 (which changed its name to International Money Express Sub 2, LLC in connection with the closing of the Merger) continued as the surviving entity. In connection with the closing of the Merger, FinTech changed its name to International Money Express, Inc. (the “Company”). Unless the context below otherwise provides, the “Company” refers to the combined company following the Merger and, together with their respective subsidiaries, “FinTech” refers to the registrant prior to the closing of the Merger and “Intermex” refers to Intermex Holdings II, Inc. prior to the closing of Merger. The condensed consolidated financial statements of the Company include Intermex, its wholly-owned indirect subsidiary, Intermex Wire Transfer, LLC (“LLC”), Intermex Wire Transfers de Guatemala, S.A. (“Guatemala”) - 99.8% owned by LLC, Intermex Wire Transfer de Mexico, S.A. and Intermex Transfers de Mexico, S.A. (“Mexico”) - 98% owned by LLC, Intermex Wire Transfer Corp. - 100% owned by LLC and Intermex Wire Transfer II, LLC - 100% owned by LLC. The Merger has been accounted for as a reverse recapitalization where FinTech was treated as the “acquired” company for financial reporting purposes. This determination was primarily based on the facts that following the Merger, the former stockholders of Intermex control the majority of the voting rights in respect of the board of directors of the Company, Intermex comprising the ongoing operations of the Company and Intermex’s senior management comprising the senior management of the Company. Accordingly, the Merger is treated as the equivalent of Intermex issuing stock for the net assets of FinTech, accompanied by a recapitalization. The net assets of FinTech are stated at historical cost, with no goodwill or other intangible assets resulting from the Merger. The consolidated assets, liabilities and results of operations prior to the Closing Date of the Merger are those of Intermex, and FinTech’s assets, liabilities and results of operations are consolidated with Intermex beginning on the Closing Date. The shares and corresponding capital amounts included in common stock and additional paid-in capital, pre-merger, have been retroactively restated as shares reflecting the exchange ratio in the Merger for all Successor periods. The historical financial information and operating results of FinTech prior to the Merger have not been separately presented in these consolidated financial statements as they were not significant or meaningful. Stella Point Capital, LLC (“Stella Point”) acquired a majority interest in Intermex on February 1, 2017 as discussed in further detail in Note 2. In connection with the acquisition of Intermex by Stella Point, the Company applied “push-down” accounting and the assets and liabilities were adjusted to fair value on the closing date of the transaction, February 1, 2017. As a result, the Company's condensed consolidated financial statement presentation distinguishes between a predecessor period ("Predecessor") for periods prior to the transaction, and a successor period ("Successor"), for periods subsequent to the transaction. The Company operates as a money transmitter, primarily between the United States of America (“U.S.”) and Mexico, Guatemala and other countries in Latin America through a network of authorized agents located in various unaffiliated retail establishments throughout the U.S. 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 loss to conform to current-year reporting classifications. Principally, certain employee benefits that were classified as other selling, general and administrative expenses are now presented within salaries and benefits. The reclassifications had no impact on operating (loss) income or net loss. 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 consolidated financial statements and related notes of Intermex Holdings, Inc. (“Holdings”) for the fiscal year ended December 31, 2017 (“Audited Financial Statements”) disclosed in the prospectus, dated October 25, 2018, filed pursuant to Rule 424(b)(3), Accounting Pronouncements The Financial Accounting Standards Board (“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, |
FINTECH MERGER AND STELLA POINT
FINTECH MERGER AND STELLA POINT ACQUISITION | 9 Months Ended |
Sep. 30, 2018 | |
FINTECH MERGER AND STELLA POINT ACQUISITION [Abstract] | |
FINTECH MERGER AND STELLA POINT ACQUISITION | NOTE 2 – FINTECH MERGER AND STELLA POINT ACQUISITION FinTech Merger As discussed in Note 1, on July 26, 2018, Intermex and FinTech consummated the Merger, which has been accounted for as a reverse recapitalization. Immediately prior to the Merger, FinTech’s shareholders exercised their right to redeem certain of their outstanding shares for cash, resulting in the redemption of 4,938,232 shares of FinTech for gross redemption payments of $49,808,935. Subsequent to this redemption, there were 18,955,101 outstanding shares. The aggregate consideration paid in the Merger by FinTech to the Intermex shareholders consisted of approximately (i) $102.0 million in cash and (ii) 17.2 million shares of FinTech common stock. In accounting for the reverse recapitalization, the net cash proceeds received from FinTech amounted to $4,626 as shown in the table below: Cash balance available to Intermex prior to the consummation of the Merger $ 110,726,342 Less: Intermex Merger costs paid from acquisition proceeds at closing (9,062,769 ) Cash consideration to Intermex shareholders (101,658,947 ) Net cash proceeds from reverse recapitalization $ 4,626 Cash balance available to Intermex prior to the consummation of the Merger $ 110,726,342 Less: Cash consideration to Intermex shareholders (101,658,947 ) Other FinTech assets acquired and liabilities assumed in the Merger: Prepaid expenses 76,478 Accrued liabilities (180,352 ) Net equity infusion from FinTech $ 8,963,521 Cash consideration to Intermex shareholders includes the payout of all vested Incentive Units issued to employees of the Company as discussed in Note 8. After the completion of the Merger on July 26, 2018, there were 36,182,783 shares of International Money Express, Inc. common stock outstanding, 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 Omnibus Equity Compensation Plan (See Note 8). Acquisition by Stella Point On February 1, 2016, Intermex and its majority owner at the time, Lindsay Goldberg LLC, entered into an agreement with Stella Point, acquirer, for the sale of Intermex. 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 Intermex’s outstanding debt and an additional funding of $5,000,000 of Intermex debt. There was no contingent consideration in the transaction. As a result, Stella Point acquired 80.7% of the voting equity interest in Intermex 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. Transaction Costs Direct costs related to the Merger and Stella Point acquisition were expensed as incurred and included as “transaction costs” in the condensed consolidated statements of operations and comprehensive loss. Transaction costs in the condensed consolidated statements of operations and comprehensive loss for the three and nine months ended September 30, 2018 amounted to $6,304,972 and $10,319,283, respectively, and related specifically to the Merger, while expenses of $6,212,602 for the Successor period from February 1, 2017 through September 30, 2017 and $3,917,188 for the Predecessor period from January 1, 2017 through January 31, 2017 relate to the Stella Point acquisition. Transaction costs include all internal and external costs directly related to the Merger and Stella Point acquisition, consisting primarily of legal, consulting, accounting, advisory and financing fees and certain incentive bonuses directly related to the Merger and Stella Point acquisition. |
GOODWILL AND OTHER INTANGIBLE A
GOODWILL AND OTHER INTANGIBLE ASSETS | 9 Months Ended |
Sep. 30, 2018 | |
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 risks and uncertainties. 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 December 31, 2017 $ 36,259,666 $ 48,741,032 Amortization expense - (9,351,263 ) Balance at September 30, 2018 $ 36,259,666 $ 39,389,769 |
ACCRUED AND OTHER LIABILITIES
ACCRUED AND OTHER LIABILITIES | 9 Months Ended |
Sep. 30, 2018 | |
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 September 30, 2018 December 31, 2017 Payables to agents $ 8,302,004 $ 6,875,416 Accrued compensation 1,542,822 1,092,460 Accrued bank charges 884,069 897,404 Accrued loyalty program rebates 840,039 164,581 Accrued audit and accounting fees 603,322 233,592 Accrued legal fees 680,000 1,644,470 Accrued taxes 694,871 318,792 Other 470,934 287,734 $ 14,018,061 $ 11,514,449 |
DEBT
DEBT | 9 Months Ended |
Sep. 30, 2018 | |
DEBT [Abstract] | |
DEBT | NOTE 5 – DEBT Debt consisted of the following: Successor Company September 30, 2018 December 31, 2017 Revolving credit facility $ 20,000,000 $ 20,000,000 Term loan 92,150,000 95,787,500 112,150,000 115,787,500 Less: Current portion of long term debt (1) (4,078,627 ) (3,913,436 ) Less: Debt origination costs (3,647,871 ) (4,347,602 ) $ 104,423,502 $ 107,526,462 (1) Current portion of long-term debt is net of debt origination costs of $771,373 at September 30, 2018 and $936,564 at December 31, 2017. On August 23, 2017, Intermex entered into a Financing Agreement (the “Financing Agreement”) with MC Credit Partners to refinance its debt. The Financing Agreement includes a revolving credit facility that provides for funding of up to $20 million in the aggregate and a term loan in an aggregate principal amount of $97 million (together the “Senior Secured Credit Facility”). Interest on the term loan and revolving credit facility is determined by reference to either LIBOR or a “base rate”, in each case plus an applicable margin of 9% per annum for LIBOR loans or 8% per annum for base rate loans. The principal amount of the term loan must be repaid in consecutive quarterly installments on the last business day of each March, June, September and December commencing in December 2017. The Company must repay an amount equal to 1.25% of the original amount borrowed for each quarterly payment from December 31, 2017 through September 30, 2019 and 2.50% of the original amount borrowed for each quarterly payment from December 31, 2019 and thereafter. On December 19, 2017, the Financing Agreement was amended to allow for the change of control of Intermex pursuant to the Merger. Upon closing of the Merger, the Company was required to pay $1.5 million in fees to MC Credit Partners, which were expensed as transaction costs in the and funded by the proceeds received in the Merger. On November 7, 2018, the Company entered into a new financing agreement (the “Credit Agreement”) with, among others, certain of its domestic subsidiaries as borrowers, certain other domestic subsidiaries and a group of banking institutions. The Credit Agreement provides for a $35 million revolving credit facility, a $90 million term loan facility and an up to $30 million incremental facility. The Credit Agreement also provides for the issuance of letters of credit, which would reduce availability under the revolving credit facility. The proceeds of the loans were used to repay existing indebtedness, for working capital purposes and to pay fees and expenses in connection with the transaction. The maturity date of the Credit Agreement is November 7, 2023. Interest on the term loan facility and revolving credit facility is determined by reference to either LIBOR or a “base rate”, in each case plus an applicable margin of 4.50% per annum for LIBOR loans or 3.50% per annum for base rate loans. The Company is also required to pay a fee on the unused portion of the revolving credit facility equal to 0.35% per annum. The principal amount of the term loan facility must be repaid in consecutive quarterly installments of 5% in year 1, 7.5% in years 2 and 3, 10% in years 4 and 5, in each case on the last day of each quarter, commencing in March 2019 with a final payment at maturity. The loans under the Credit Agreement may be prepaid at any time without payment or penalty. The obligations under the Credit Agreement are guaranteed by the Company and certain domestic subsidiaries of the Company and secured by liens substantially all of the assets of the loan parties, subject to certain exclusions and limitations. Upon execution of the Credit Agreement, the Company incurred a prepayment penalty of approximately $2.0 million, which will be recognized as interest expense in the fourth quarter 2018 in the condensed consolidated statements of operations and comprehensive loss. In addition, the Company wrote off approximately $3.7 million of debt origination costs related to the Senior Secured Credit Facility as interest expense during the fourth quarter of 2018. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 9 Months Ended |
Sep. 30, 2018 | |
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 4 of the 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 revolving credit facility and term loan. The estimated fair value of the term loan approximates book value as the debt bears a market interest rate that adjusts periodically. The estimated fair value of the revolving credit facility would approximate face value given the payment schedule and variable interest rate structure. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 9 Months Ended |
Sep. 30, 2018 | |
RELATED PARTY TRANSACTIONS [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 7 - RELATED PARTY TRANSACTIONS During the Successor periods prior to the Merger, Intermex 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 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 included in the condensed consolidated balance sheets at September 30, 2018 and December 30, 2017. Upon closing of the Merger on July 26, 2018 (See Note 2), the management fee agreement with the related party was terminated, and a one-time termination fee of $1.6 million was included as part of transaction costs in the condensed consolidated statements of operations and comprehensive loss for the three and nine months ended September 30, 2018. |
STOCKHOLDER'S EQUITY AND SHARE-
STOCKHOLDER'S EQUITY AND SHARE-BASED COMPENSATION | 9 Months Ended |
Sep. 30, 2018 | |
STOCKHOLDER'S EQUITY AND SHARE-BASED COMPENSATION [Abstract] | |
STOCKHOLDER'S EQUITY AND SHARE-BASED COMPENSATION | NOTE 8 – STOCKHOLDERS’ EQUITY AND SHARE-BASED COMPENSATION After the completion of the Merger on the Closing Date, there were 36,182,783 shares of International Money Express, Inc. common stock outstanding and outstanding warrants to purchase 8,959,999 shares of common stock. As of the Closing Date, the former stockholders of Intermex owned approximately 48.3% and the former stockholders of FinTech owned approximately 51.7% of the combined company’s outstanding common stock. At September 30, 2018, the Company was authorized to issue 200,000,000 shares of common stock and had 36,182,783 shares of common stock issued and outstanding at $0.0001 par value per common share. Equity Warrants Prior to the Merger, FinTech issued 8,749,999 public warrants (“Public Warrants”) and 210,000 private placement warrants (“Placement Warrants”)(combined are referred to as the “Warrants”). The Company assumed the FinTech equity warrants upon the change of control event. As a result of the Merger, the Warrants issued by FinTech are no longer exercisable for shares of FinTech common stock but instead are exercisable for common stock of the Company. All other features of the Warrants remain unchanged. There are no cash obligations for the Company pertaining to these Warrants, and they are recognized in equity upon any exercise. Each whole Warrant entitles the holder to purchase one share of the Company's common stock at a price of $11.50 per share. The Warrants became exercisable 30 days after the completion of the Merger and expire five years after that date, or earlier upon redemption or liquidation. The Company may call the Public Warrants for redemption, in whole and not in part, at a price of $0.01 per warrant upon not less than 30 days prior written notice of redemption to each warrant holder if the reported last sale price of the Company’s common stock equals or exceeds $24.00 per share for any 20 trading days within a 30-trading day period ended three business days before the Company sends the notice of redemption to the warrant holders. The Company cannot call the Placement Warrants as long as they are held by the original holders or transferred to certain permitted transferees established in the Warrant Agreement. International Money Express, Inc. 2018 Omnibus Equity Compensation Plan In connection with the Merger, the stockholders of FinTech approved the International Money Express, Inc. 2018 Omnibus Equity Compensation Plan (the “2018 Plan”). There were 3,371,389 shares reserved for issuance under the 2018 Plan, of which stock options to purchase 2,771,719 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 at the Closing Date. The value of each option grant is estimated on the grant date using the Black-Scholes option pricing model. The option pricing model requires the input of highly subjective assumptions, including the grant date fair value of our common stock, expected volatility, expected forfeitures and risk-free interest rates. To determine the grant date fair value of the Company’s common stock, we use the closing market price of our common stock at the grant date. We also use an expected volatility based on the historical volatilities of a group of guideline companies and the "simplified" method for calculating the expected life of our stock options. We have elected to account for forfeitures as they occur. The risk-free interest rates are obtained from publicly available U.S. Treasury yield curve rates. Share-based compensation is recognized as an expense on a straight-line basis over the requisite service period, which is generally the vesting period. The stock options issued under the 2018 Plan vest in four equal installments over four years. The Company recognized compensation expense for stock options of $395,250 for the three and nine months ended September 30, 2018, which is included in salaries and benefits in the condensed consolidated statements of operations and comprehensive loss. No stock options vested during the third quarter of 2018. The weighted-average grant date fair value for the stock options to purchase 2,771,719 shares of common stock granted on the Closing Date was $3.43 per share. As of September 30, 2018, there were 2,764,219 non-vested stock options and unrecognized compensation expense of approximately $9.1 million is expected to be recognized over a weighted-average period of 3.8 years. A summary of the stock option activity during the nine months ended September 30, 2018 is presented below: Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term Outstanding at December 31, 2017 - - - Granted 2,771,719 9.91 Exercised - - Forfeited (7,500 ) 9.91 Expired - - Outstanding at September 30, 2018 2,764,219 9.91 9.83 The restricted stock units issued under the 2018 Plan to the Company’s independent directors vest on the one-year anniversary from the grant date. The Company recognized compensation expense for restricted stock units of $35,000 for the three and nine months ended September 30, 2018, which is included in salaries and benefits in the condensed consolidated statements of operations and comprehensive loss. There were no forfeited or vested restricted stock units during the third quarter of 2018. As of September 30, 2018, there was $175,000 of unrecognized compensation expense for the restricted stock units. In addition to the grant of restricted stock units, each of the independent directors receives an annual cash retainer of $40,000 for services as a director. Incentive Units Interwire LLC, the former parent company of Intermex, issued Class B, C and D incentive units to employees of the Company (collectively “incentive units”). As these units were issued as compensation to the Company’s employees, the expense was recorded by the Company. In connection with the Merger, on the closing date, all unvested incentive units for Class B, C and D became fully vested and were immediately recognized as share-based compensation expense in the third quarter of 2018. Share-based compensation expense recognized related to these incentive units and included in salaries and benefits in the condensed consolidated statements of operations and comprehensive loss, amounted to $4,022,738 and $287,440 for the three months ended September 30, 2018 and 2017, respectively, $4,735,336 for the nine months ended September 30, 2018, and $1,534,655 for the Successor period from February 1, 2017 through September 30, 2017. The performance conditions related to the Class C and D units were not considered probable of being achieved prior to the Merger, and therefore, no compensation was recognized for all prior periods. Subsequent to this settlement, all incentive units ceased to exist. Share-based compensation of $2,916,324 for the Predecessor period from January 1, 2017 through January 31, 2017 primarily included the expense associated with stock options and restricted awards that vested due to the Stella acquisition. During the Successor period from January 1, 2018 through September 30, 2018, the number of units and the weighted-average grant date fair value for the incentive units are as follows: Number of Class B Units Weighted- Average Grant Date Fair Value Number of Class C Units Weighted- Average Grant Date Fair Value Number of Class D Units Weighted- Average Grant Date Fair Value Outstanding at December 31, 2017 7,472,000 $ 0.4879 4,670,000 $ 0.2080 4,670,000 $ 0.1489 Granted 410,000 $ 0.4948 205,000 $ 0.2126 205,000 $ 0.1535 Vested (7,882,000 ) $ 0.4883 (4,875,000 ) $ 0.2082 (4,875,000 ) $ 0.1491 September 30, 2018 - - - |
LOSS PER SHARE
LOSS PER SHARE | 9 Months Ended |
Sep. 30, 2018 | |
LOSS PER SHARE [Abstract] | |
LOSS PER SHARE | NOTE 9 – LOSS PER SHARE Basic (income) loss per share is calculated by dividing net income (loss) for period by the weighted average number of common shares outstanding for the period. In computing dilutive income (loss) per share, basic income (loss) per share is adjusted for the assumed issuance of all applicable potentially dilutive share-based awards, including common stock options, restricted stock and warrants. Below are basic and diluted net loss per share for the periods indicated: Successor Company Nine Months Ended September 30, 2018 Period from February 1, 2017 to September 30, 2017 Three Months Ended September 30, 2018 2017 (Unaudited) Net loss for basic and diluted loss per common shares (13,412,996 ) (573,681 ) (12,108,413 ) (7,061,465 ) Shares: Weighted-average common shares outstanding – basic and diluted 30,975,338 17,227,682 21,827,082 17,227,682 Net loss per common share - basic and diluted $ (0.43 ) $ (0.03 ) $ (0.55 ) $ (0.41 ) The computation of diluted loss per share above excludes the effect of 1,587 and 531 restricted stock units for the three month and nine-month periods ending September 30, 2018, respectively, because the inclusion of these would be anti-dilutive. |
INCOME TAXES
INCOME TAXES | 9 Months Ended |
Sep. 30, 2018 | |
INCOME TAXES [Abstract] | |
INCOME TAXES | NOTE 10 - INCOME TAXES A reconciliation between the income tax provision (benefit) at the US statutory tax rate and the Company’s income tax provision (benefit) on the condensed consolidated statements of operations and comprehensive loss is below: Successor Company Predecessor Company Three Months Ended September 30, Nine Months Ended September 30, 2018 Period from February 1, 2017 to September 30, 2017 Period from January 1, 2017 to January 31, 2017 2018 2017 (Unaudited) Loss before income taxes $ (5,843,822 ) $ (765,408 ) $ (3,922,867 ) $ (6,008,986 ) $ (5,521,794 ) US statutory tax rate 21 % 34 % 21 % 34 % 34 % Income tax expense (benefit) at statutory rate (1,227,203 ) (260,239 ) (823,802 ) (2,043,055 ) (1,877,410 ) State tax expense (benefit), net of federal 1,354,628 (19,203 ) 1,470,870 (10,628 ) (278,657 ) Foreign tax rates different from US statutory rate 113,891 3,155 147,154 93,158 (45,631 ) Non-deductible expenses 7,411,475 153,319 7,483,530 3,081,763 409 Change in tax rate - (51,994 ) - (51,994 ) - Credits (86,275 ) - (94,864 ) - - Other 2,658 (16,765 ) 2,658 (16,765 ) (2,084 ) Total tax provision (benefit) $ 7,569,174 $ (191,727 ) $ 8,185,546 $ 1,052,479 $ (2,203,373 ) Effective income tax rates for interim periods are based upon our current estimated annual rate. The Company’s effective income tax rate varies based upon an estimate of taxable earnings as well as on the mix of taxable earnings in the various states and countries in which we operate. Changes in the annual allocation and apportionment of the Company’s activity among these jurisdictions results in changes to the effective rate utilized to measure the Company’s deferred tax assets and liabilities. As presented in the income tax reconciliation above, the tax provision (benefit) recognized on the condensed consolidated statements of operations and comprehensive loss was impacted by state taxes, non-deductible expenses such as share-based compensation expense, transaction costs and foreign tax rates applicable to the Company’s foreign subsidiaries that are higher or lower than the U.S. statutory rate. On December 22, 2017, the U.S. enacted tax reform legislation known as H.R. 1, commonly referred to as the “Tax Cuts and Jobs Act” (the “Act”), resulting in significant modifications to existing law. 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. During the nine months ended September 30, 2018, there were no such adjustments made to the provisional amounts recorded in December 2017. As of September 30, 2018, the Company did not have any amounts accrued for interest and penalties or recorded for uncertain tax positions. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 2018 | |
COMMITMENTS AND CONTINGENCIES [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 11 - COMMITMENTS AND CONTINGENCIES Leases The Company is a party to leases for office space and branch locations, several of which are on a month-to-month basis. Rent expense under all operating leases, included in other selling, general and administrative expenses in the condensed consolidated statements of operations and comprehensive loss, amounted to $491,212 and $440,511 for the three months ended September 30, 2018 and 2017, respectively, $1,418,350 for the nine months ended September 30, 2018, $1,155,440 for the Successor period from February 1, 2017 through September 30, 2017, and $135,636 for the Predecessor period from January 1, 2017 through January 31, 2017. In April 2018, the Company renegotiated its corporate lease to extend the term through November 2025. At September 30, 2018 future minimum rental payments required under operating leases for the remainder of 2018 and thereafter are as follows for the Company: 2018 $ 378,224 2019 1,263,467 2020 981,139 2021 846,364 2022 738,385 2023 753,692 Thereafter 1,438,239 $ 6,399,510 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. On August 28, 2018, the Company received a notice from the Staff of the Listing Qualifications Department (the "Staff") of The Nasdaq Stock Market LLC ("Nasdaq") indicating that, based upon the Company's non-compliance with the minimum number of round lot holders for the listing of its common stock and warrants on The Nasdaq Capital Market, as set forth in Nasdaq Listing Rules 5550(a)(3) and 5515(a)(4), respectively, the Company's common stock and warrants may be subject to delisting from Nasdaq unless the Company timely requests a hearing before a Nasdaq Hearings Panel (the "Panel"). On October 29, 2018, the Company received a notice from Nasdaq (the “Nasdaq Notice”) informing the Company that it has met the listing requirements with respect to its common stock and that the Company’s common stock will continue to be listed and trade on The Nasdaq Capital Market under the symbol “IMXI.” Additionally, the Nasdaq Notice informed the Company that it had not demonstrated compliance with the warrant listing requirements. The Company has withdrawn its request for a hearing before the Panel with respect to the warrant listing requirements. Accordingly, the Nasdaq Notice informed the Company that the Panel had determined to delist the Company’s warrants and suspend the trading of the warrants from The Nasdaq Capital Market effective as of the open of business on October 31, 2018. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 30, 2018 | |
SUBSEQUENT EVENTS [Abstract] | |
SUBSEQUENT EVENTS | NOTE 12 – SUBSEQUENT EVENTS The Company evaluates subsequent events and transactions that occur after the balance sheet date up to the date the condensed consolidated financial statements were issued. Except for the matters discussed in Notes 5 and 11, there were no other subsequent events that would have required adjustment or disclosure in the condensed consolidated financial statements. |
BUSINESS AND ACCOUNTING POLIC_2
BUSINESS AND ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 30, 2018 | |
BUSINESS AND ACCOUNTING POLICIES [Abstract] | |
Accounting Pronouncements | Accounting Pronouncements The Financial Accounting Standards Board (“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, |
FINTECH MERGER AND STELLA POI_2
FINTECH MERGER AND STELLA POINT ACQUISITION (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
FINTECH MERGER AND STELLA POINT ACQUISITION [Abstract] | |
Net Cash Proceeds Received in Reverse Recapitalization | In accounting for the reverse recapitalization, the net cash proceeds received from FinTech amounted to $4,626 as shown in the table below: Cash balance available to Intermex prior to the consummation of the Merger $ 110,726,342 Less: Intermex Merger costs paid from acquisition proceeds at closing (9,062,769 ) Cash consideration to Intermex shareholders (101,658,947 ) Net cash proceeds from reverse recapitalization $ 4,626 Cash balance available to Intermex prior to the consummation of the Merger $ 110,726,342 Less: Cash consideration to Intermex shareholders (101,658,947 ) Other FinTech assets acquired and liabilities assumed in the Merger: Prepaid expenses 76,478 Accrued liabilities (180,352 ) Net equity infusion from FinTech $ 8,963,521 |
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 |
GOODWILL AND OTHER INTANGIBLE_2
GOODWILL AND OTHER INTANGIBLE ASSETS (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
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 December 31, 2017 $ 36,259,666 $ 48,741,032 Amortization expense - (9,351,263 ) Balance at September 30, 2018 $ 36,259,666 $ 39,389,769 |
ACCRUED AND OTHER LIABILITIES (
ACCRUED AND OTHER LIABILITIES (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
ACCRUED AND OTHER LIABILITIES [Abstract] | |
Accrued and Other Liabilities | Accrued and other liabilities consisted of the following: Successor Company September 30, 2018 December 31, 2017 Payables to agents $ 8,302,004 $ 6,875,416 Accrued compensation 1,542,822 1,092,460 Accrued bank charges 884,069 897,404 Accrued loyalty program rebates 840,039 164,581 Accrued audit and accounting fees 603,322 233,592 Accrued legal fees 680,000 1,644,470 Accrued taxes 694,871 318,792 Other 470,934 287,734 $ 14,018,061 $ 11,514,449 |
DEBT (Tables)
DEBT (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
DEBT [Abstract] | |
Debt Instruments | Debt consisted of the following: Successor Company September 30, 2018 December 31, 2017 Revolving credit facility $ 20,000,000 $ 20,000,000 Term loan 92,150,000 95,787,500 112,150,000 115,787,500 Less: Current portion of long term debt (1) (4,078,627 ) (3,913,436 ) Less: Debt origination costs (3,647,871 ) (4,347,602 ) $ 104,423,502 $ 107,526,462 (1) Current portion of long-term debt is net of debt origination costs of $771,373 at September 30, 2018 and $936,564 at December 31, 2017. |
STOCKHOLDER'S EQUITY AND SHAR_2
STOCKHOLDER'S EQUITY AND SHARE-BASED COMPENSATION (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
STOCKHOLDER'S EQUITY AND SHARE-BASED COMPENSATION [Abstract] | |
Stock Option Activity | A summary of the stock option activity during the nine months ended September 30, 2018 is presented below: Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term Outstanding at December 31, 2017 - - - Granted 2,771,719 9.91 Exercised - - Forfeited (7,500 ) 9.91 Expired - - Outstanding at September 30, 2018 2,764,219 9.91 9.83 |
Weighted-average Grant Date Fair Value for Incentive Units | During the Successor period from January 1, 2018 through September 30, 2018, the number of units and the weighted-average grant date fair value for the incentive units are as follows: Number of Class B Units Weighted- Average Grant Date Fair Value Number of Class C Units Weighted- Average Grant Date Fair Value Number of Class D Units Weighted- Average Grant Date Fair Value Outstanding at December 31, 2017 7,472,000 $ 0.4879 4,670,000 $ 0.2080 4,670,000 $ 0.1489 Granted 410,000 $ 0.4948 205,000 $ 0.2126 205,000 $ 0.1535 Vested (7,882,000 ) $ 0.4883 (4,875,000 ) $ 0.2082 (4,875,000 ) $ 0.1491 September 30, 2018 - - - |
LOSS PER SHARE (Tables)
LOSS PER SHARE (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
LOSS PER SHARE [Abstract] | |
Basic and Diluted Net Loss per Share | Below are basic and diluted net loss per share for the periods indicated: Successor Company Nine Months Ended September 30, 2018 Period from February 1, 2017 to September 30, 2017 Three Months Ended September 30, 2018 2017 (Unaudited) Net loss for basic and diluted loss per common shares (13,412,996 ) (573,681 ) (12,108,413 ) (7,061,465 ) Shares: Weighted-average common shares outstanding – basic and diluted 30,975,338 17,227,682 21,827,082 17,227,682 Net loss per common share - basic and diluted $ (0.43 ) $ (0.03 ) $ (0.55 ) $ (0.41 ) |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
INCOME TAXES [Abstract] | |
Reconciliation of Income Tax Expense (Benefit) | A reconciliation between the income tax provision (benefit) at the US statutory tax rate and the Company’s income tax provision (benefit) on the condensed consolidated statements of operations and comprehensive loss is below: Successor Company Predecessor Company Three Months Ended September 30, Nine Months Ended September 30, 2018 Period from February 1, 2017 to September 30, 2017 Period from January 1, 2017 to January 31, 2017 2018 2017 (Unaudited) Loss before income taxes $ (5,843,822 ) $ (765,408 ) $ (3,922,867 ) $ (6,008,986 ) $ (5,521,794 ) US statutory tax rate 21 % 34 % 21 % 34 % 34 % Income tax expense (benefit) at statutory rate (1,227,203 ) (260,239 ) (823,802 ) (2,043,055 ) (1,877,410 ) State tax expense (benefit), net of federal 1,354,628 (19,203 ) 1,470,870 (10,628 ) (278,657 ) Foreign tax rates different from US statutory rate 113,891 3,155 147,154 93,158 (45,631 ) Non-deductible expenses 7,411,475 153,319 7,483,530 3,081,763 409 Change in tax rate - (51,994 ) - (51,994 ) - Credits (86,275 ) - (94,864 ) - - Other 2,658 (16,765 ) 2,658 (16,765 ) (2,084 ) Total tax provision (benefit) $ 7,569,174 $ (191,727 ) $ 8,185,546 $ 1,052,479 $ (2,203,373 ) |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
COMMITMENTS AND CONTINGENCIES [Abstract] | |
Future Minimum Rental Payments | At September 30, 2018 future minimum rental payments required under operating leases for the remainder of 2018 and thereafter are as follows for the Company: 2018 $ 378,224 2019 1,263,467 2020 981,139 2021 846,364 2022 738,385 2023 753,692 Thereafter 1,438,239 $ 6,399,510 |
BUSINESS AND ACCOUNTING POLIC_3
BUSINESS AND ACCOUNTING POLICIES (Details) - USD ($) | Sep. 30, 2018 | Dec. 31, 2017 |
Accounting Pronouncements [Abstract] | ||
Restricted cash | $ 639,662 | $ 639,662 |
Intermex Wire Transfers de Guatemala, S.A. [Member] | ||
Noncontrolling Interest Items [Abstract] | ||
Ownership percentage | 99.80% | |
Intermex Transfers de Mexico, S.A [Member] | ||
Noncontrolling Interest Items [Abstract] | ||
Ownership percentage | 98.00% | |
Intermex Wire Transfer Corp [Member] | ||
Noncontrolling Interest Items [Abstract] | ||
Ownership percentage | 100.00% | |
Intermex Wire Transfer II, LLC [Member] | ||
Noncontrolling Interest Items [Abstract] | ||
Ownership percentage | 100.00% |
FINTECH MERGER AND STELLA POI_3
FINTECH MERGER AND STELLA POINT ACQUISITION, Fintech Merger (Details) - USD ($) | Jul. 26, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Dec. 31, 2017 |
Reverse Recapitalization [Abstract] | ||||
Cash balance available to Intermex prior to the consummation of the Merger | $ 110,726,342 | $ 37,930,164 | $ 35,902,119 | |
Cash consideration to shareholders | $ 0 | (101,658,947) | ||
Net equity infusion | $ 8,963,521 | |||
Common shares, outstanding (in shares) | 36,182,783 | 36,182,783 | 17,227,682 | |
Warrants to purchase common stock (in shares) | 8,959,999 | |||
2018 Equity Compensation Plan [Member] | ||||
Reverse Recapitalization [Abstract] | ||||
Shares reserved for issuance (in shares) | 3,371,389 | |||
Intermex [Member] | ||||
Reverse Recapitalization [Abstract] | ||||
Intermex Merger costs paid from acquisition proceeds at closing | $ (9,062,769) | |||
Cash consideration to shareholders | $ (101,658,947) | |||
FinTech [Member] | ||||
Merger [Abstract] | ||||
Redemption of shares (in shares) | 4,938,232 | |||
Gross redemption payments | $ 49,808,935 | |||
Number of outstanding shares subsequent to redemption (in shares) | 18,955,101 | |||
Consideration paid in equity (in shares) | 17,200,000 | |||
Reverse Recapitalization [Abstract] | ||||
Net cash proceeds from reverse recapitalization | $ 4,626 | |||
Prepaid expenses | 76,478 | |||
Accrued liabilities | (180,352) | |||
Net equity infusion | $ 8,963,521 |
FINTECH MERGER AND STELLA POI_4
FINTECH MERGER AND STELLA POINT ACQUISITION, Stella Point Acquisition (Details) - USD ($) | Feb. 01, 2017 | Jan. 31, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Jun. 30, 2017 | Sep. 30, 2017 | Sep. 30, 2018 | Dec. 31, 2017 |
Assets Acquired and Liabilities Assumed [Abstract] | ||||||||
Goodwill | $ 36,259,666 | $ 36,259,666 | $ 36,259,666 | |||||
Acquisition-Related Costs [Abstract] | ||||||||
Transaction cost | $ 6,304,972 | $ 0 | $ 6,212,602 | $ 10,319,283 | ||||
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 | |||||||
Predecessor Company [Member] | ||||||||
Acquisition-Related Costs [Abstract] | ||||||||
Transaction cost | 3,917,188 | |||||||
Predecessor Company [Member] | Stella Point [Member] | ||||||||
Acquisition-Related Costs [Abstract] | ||||||||
Transaction cost | $ 3,917,188 |
GOODWILL AND OTHER INTANGIBLE_3
GOODWILL AND OTHER INTANGIBLE ASSETS (Details) | 9 Months Ended |
Sep. 30, 2018USD ($) | |
Changes in Goodwill and Other Intangible Assets [Abstract] | |
Goodwill, Beginning | $ 36,259,666 |
Other intangible assets, Beginning | 48,741,032 |
Other intangible assets, amortization expense | (9,351,263) |
Other intangible assets, Ending | 39,389,769 |
Goodwill, Ending | $ 36,259,666 |
Agent Relationships [Member] | |
Finite-Lived Intangible Assets [Abstract] | |
Intangible assets amortization period, under accelerated method | 15 years |
Trade Name [Member] | |
Finite-Lived Intangible Assets [Abstract] | |
Intangible assets amortization period, under accelerated method | 15 years |
Developed Technology [Member] | |
Finite-Lived Intangible Assets [Abstract] | |
Intangible assets amortization period, under accelerated method | 15 years |
Other Intangible Assets [Member] | |
Finite-Lived Intangible Assets [Abstract] | |
Intangible assets amortization period, straight line method | 10 years |
ACCRUED AND OTHER LIABILITIES_2
ACCRUED AND OTHER LIABILITIES (Details) - USD ($) | Sep. 30, 2018 | Dec. 31, 2017 |
Accrued Liabilities and Other Liabilities [Abstract] | ||
Payables to agents | $ 8,302,004 | $ 6,875,416 |
Accrued compensation | 1,542,822 | 1,092,460 |
Accrued bank charges | 884,069 | 897,404 |
Accrued loyalty program rebates | 840,039 | 164,581 |
Accrued audit and accounting fees | 603,322 | 233,592 |
Accrued legal fees | 680,000 | 1,644,470 |
Accrued taxes | 694,871 | 318,792 |
Other | 470,934 | 287,734 |
Accrued and other liabilities | $ 14,018,061 | $ 11,514,449 |
DEBT (Details)
DEBT (Details) - USD ($) | Nov. 07, 2018 | Aug. 23, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2017 | Sep. 30, 2018 | Dec. 31, 2017 | |
Debt Instruments [Abstract] | ||||||||
Long-term debt, gross | $ 112,150,000 | $ 112,150,000 | $ 115,787,500 | |||||
Less: Current portion of long term debt | [1] | (4,078,627) | (4,078,627) | (3,913,436) | ||||
Less: Debt origination costs | (3,647,871) | (3,647,871) | (4,347,602) | |||||
Long-term debt, noncurrent | 104,423,502 | 104,423,502 | 107,526,462 | |||||
Debt origination costs, current | 771,373 | 771,373 | 936,564 | |||||
Transaction costs | 6,304,972 | $ 0 | $ 6,212,602 | 10,319,283 | ||||
Term Loan [Member] | ||||||||
Debt Instruments [Abstract] | ||||||||
Long-term debt, gross | 92,150,000 | 92,150,000 | 95,787,500 | |||||
Revolving Credit Facility [Member] | ||||||||
Debt Instruments [Abstract] | ||||||||
Long-term debt, gross | 20,000,000 | 20,000,000 | $ 20,000,000 | |||||
Senior Secured Credit Facility [Member] | ||||||||
Debt Instruments [Abstract] | ||||||||
Transaction costs | $ 1,500,000 | $ 1,500,000 | ||||||
Wrote off of debt origination costs | $ 3,700,000 | |||||||
Senior Secured Credit Facility [Member] | LIBOR [Member] | ||||||||
Debt Instruments [Abstract] | ||||||||
Interest rate | 9.00% | |||||||
Senior Secured Credit Facility [Member] | Base Rate [Member] | ||||||||
Debt Instruments [Abstract] | ||||||||
Interest rate | 8.00% | |||||||
Senior Secured Credit Facility [Member] | Term Loan [Member] | ||||||||
Debt Instruments [Abstract] | ||||||||
Aggregate principal amount | $ 97,000,000 | |||||||
Frequency of principal payment | Quarterly | |||||||
Senior Secured Credit Facility [Member] | Term Loan [Member] | December 31, 2017 through September 30, 2019 [Member] | ||||||||
Debt Instruments [Abstract] | ||||||||
Periodic repayment percentage | 1.25% | |||||||
Senior Secured Credit Facility [Member] | Term Loan [Member] | December 31, 2019 and thereafter [Member] | ||||||||
Debt Instruments [Abstract] | ||||||||
Periodic repayment percentage | 2.50% | |||||||
Senior Secured Credit Facility [Member] | Revolving Credit Facility [Member] | ||||||||
Debt Instruments [Abstract] | ||||||||
Maximum borrowing capacity | $ 20,000,000 | |||||||
Credit Agreement [Member] | ||||||||
Debt Instruments [Abstract] | ||||||||
Maturity date | Nov. 7, 2023 | |||||||
Unused line fee percentage | 0.35% | |||||||
Prepayment penalty amount | $ 2,000,000 | |||||||
Credit Agreement [Member] | LIBOR [Member] | ||||||||
Debt Instruments [Abstract] | ||||||||
Interest rate | 4.50% | |||||||
Credit Agreement [Member] | Base Rate [Member] | ||||||||
Debt Instruments [Abstract] | ||||||||
Interest rate | 3.50% | |||||||
Credit Agreement [Member] | Term Loan [Member] | ||||||||
Debt Instruments [Abstract] | ||||||||
Aggregate principal amount | $ 90,000,000 | |||||||
Frequency of principal payment | Quarterly | |||||||
Credit Agreement [Member] | Term Loan [Member] | Year 1 [Member] | ||||||||
Debt Instruments [Abstract] | ||||||||
Periodic repayment percentage | 5.00% | |||||||
Credit Agreement [Member] | Term Loan [Member] | Year 2 [Member] | ||||||||
Debt Instruments [Abstract] | ||||||||
Periodic repayment percentage | 7.50% | |||||||
Credit Agreement [Member] | Term Loan [Member] | Year 3 [Member] | ||||||||
Debt Instruments [Abstract] | ||||||||
Periodic repayment percentage | 7.50% | |||||||
Credit Agreement [Member] | Term Loan [Member] | Year 4 [Member] | ||||||||
Debt Instruments [Abstract] | ||||||||
Periodic repayment percentage | 10.00% | |||||||
Credit Agreement [Member] | Term Loan [Member] | Year 5 [Member] | ||||||||
Debt Instruments [Abstract] | ||||||||
Periodic repayment percentage | 10.00% | |||||||
Credit Agreement [Member] | Revolving Credit Facility [Member] | ||||||||
Debt Instruments [Abstract] | ||||||||
Maximum borrowing capacity | $ 35,000,000 | |||||||
Credit Agreement [Member] | Incremental Facility [Member] | ||||||||
Debt Instruments [Abstract] | ||||||||
Maximum borrowing capacity | $ 30,000,000 | |||||||
[1] | Current portion of long-term debt is net of debt origination costs of $771,373 at September 30, 2018 and $936,564 at December 31, 2017. |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) - USD ($) | 3 Months Ended | 9 Months Ended |
Sep. 30, 2018 | Sep. 30, 2018 | |
RELATED PARTY TRANSACTIONS [Abstract] | ||
Monthly management fees plus reimbursement expense | $ 65,000 | |
Termination fee | $ 1,600,000 | $ 1,600,000 |
STOCKHOLDER'S EQUITY AND SHAR_3
STOCKHOLDER'S EQUITY AND SHARE-BASED COMPENSATION (Details) - $ / shares | 9 Months Ended | ||
Sep. 30, 2018 | Jul. 26, 2018 | Dec. 31, 2017 | |
Share-based Compensation Arrangement [Abstract] | |||
Common shares, outstanding (in shares) | 36,182,783 | 36,182,783 | 17,227,682 |
Warrants to purchase common stock (in shares) | 8,959,999 | ||
Common shares, authorized (in shares) | 200,000,000 | 200,000,000 | |
Common shares, issued (in shares) | 36,182,783 | 17,227,682 | |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | |
Number of shares of common stock 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 | ||
Warrants expiration period | 5 days | ||
Public Warrants [Member] | |||
Share-based Compensation Arrangement [Abstract] | |||
Warrants redemption price (in dollars per share) | $ 0.01 | ||
Stock price to redeem warrants | $ 24 | ||
Number of consecutive trading days to redeem warrants | 20 days | ||
Number of trading days to redemption | 30 days | ||
Number of business days before the company sends notice of redemption to warrant holders | 3 days | ||
Public Warrants [Member] | Minimum [Member] | |||
Share-based Compensation Arrangement [Abstract] | |||
Written notice period for warrants redemption | 30 days | ||
Intermex [Member] | |||
Share-based Compensation Arrangement [Abstract] | |||
Percentage of outstanding common stock owned | 48.30% | ||
FinTech [Member] | |||
Share-based Compensation Arrangement [Abstract] | |||
Percentage of outstanding common stock owned | 51.70% | ||
FinTech [Member] | Placement Warrants [Member] | |||
Share-based Compensation Arrangement [Abstract] | |||
Number of warrants issued (in shares) | 210,000 | ||
FinTech [Member] | Public Warrants [Member] | |||
Share-based Compensation Arrangement [Abstract] | |||
Number of warrants issued (in shares) | 8,749,999 |
STOCKHOLDER'S EQUITY AND SHAR_4
STOCKHOLDER'S EQUITY AND SHARE-BASED COMPENSATION, 2018 Omnibus Equity Compensation Plan (Details) | Jul. 26, 2018shares | Sep. 30, 2018USD ($)$ / sharesshares | Sep. 30, 2017USD ($) | Sep. 30, 2017USD ($) | Sep. 30, 2018USD ($)Installments$ / sharesshares |
Share-based Compensation Arrangement [Abstract] | |||||
Share-based compensation expense | $ | $ 4,022,738 | $ 287,440 | $ 1,534,655 | $ 4,735,336 | |
2018 Equity Compensation Plan [Member] | |||||
Share-based Compensation Arrangement [Abstract] | |||||
Shares reserved for issuance (in shares) | 3,371,389 | ||||
2018 Equity Compensation Plan [Member] | Stock Option [Member] | |||||
Share-based Compensation Arrangement [Abstract] | |||||
Number of equal installments for options vesting | Installments | 4 | ||||
Options vesting period | 4 years | ||||
Share-based compensation expense | $ | $ 395,250 | $ 395,250 | |||
Options vested (in shares) | 0 | ||||
Granted (in dollars per share) | $ / shares | $ 3.43 | ||||
Unrecognized compensation expense | $ | $ 9,100,000 | $ 9,100,000 | |||
Weighted-average non-vested period | 3 years 9 months 18 days | ||||
Number of Options [Roll Forward] | |||||
Outstanding, beginning balance (in shares) | 0 | ||||
Granted (in shares) | 2,771,719 | ||||
Exercised (in shares) | 0 | ||||
Forfeited (in shares) | (7,500) | ||||
Expired (in shares) | 0 | ||||
Outstanding, ending balance (in shares) | 2,764,219 | 2,764,219 | |||
Weighted Average Exercise Price [Roll Forward] | |||||
Outstanding, beginning balance (in dollars per share) | $ / shares | $ 0 | ||||
Granted (in dollars per share) | $ / shares | 9.91 | ||||
Exercised (in dollars per share) | $ / shares | 0 | ||||
Forfeited (in dollars per share) | $ / shares | 9.91 | ||||
Expired (in dollars per share) | $ / shares | 0 | ||||
Outstanding, beginning ending (in dollars per share) | $ / shares | $ 9.91 | $ 9.91 | |||
Weighted Average Remaining Contractual Term [Abstract] | |||||
Weighted average remaining contractual term | 9 years 9 months 29 days | ||||
2018 Equity Compensation Plan [Member] | Restricted Stock Units [Member] | |||||
Share-based Compensation Arrangement [Abstract] | |||||
Restricted stock units granted (in shares) | 21,189 | ||||
Options vesting period | 1 year | ||||
Share-based compensation expense | $ | $ 35,000 | $ 35,000 | |||
Unrecognized compensation expense | $ | $ 175,000 | 175,000 | |||
Restricted stock units, forfeited (in shares) | 0 | ||||
Restricted stock units, vested (in shares) | 0 | ||||
Annual cash retainer paid to directors | $ | $ 40,000 |
STOCKHOLDER'S EQUITY AND SHAR_5
STOCKHOLDER'S EQUITY AND SHARE-BASED COMPENSATION, Incentive Units (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 8 Months Ended | 9 Months Ended | |
Jan. 31, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2017 | Sep. 30, 2018 | |
Share-based Compensation Arrangement [Abstract] | |||||
Share-based compensation expense | $ 4,022,738 | $ 287,440 | $ 1,534,655 | $ 4,735,336 | |
Predecessor Company [Member] | |||||
Share-based Compensation Arrangement [Abstract] | |||||
Share-based compensation expense | $ 2,916,324 | ||||
Class B [Member] | |||||
Number of Units [Roll Forward] | |||||
Outstanding, beginning balance (in shares) | 7,472,000 | ||||
Granted (in shares) | 410,000 | ||||
Vested (in shares) | (7,882,000) | ||||
Outstanding, ending balance (in shares) | 0 | 0 | |||
Weighted Average Grant Date Fair Value [Abstract] | |||||
Outstanding beginning balance (in dollars per share) | $ 0.4879 | ||||
Granted (in dollars per share) | 0.4948 | ||||
Vested (in dollars per share) | $ 0.4883 | ||||
Class C [Member] | |||||
Number of Units [Roll Forward] | |||||
Outstanding, beginning balance (in shares) | 4,670,000 | ||||
Granted (in shares) | 205,000 | ||||
Vested (in shares) | (4,875,000) | ||||
Outstanding, ending balance (in shares) | 0 | 0 | |||
Weighted Average Grant Date Fair Value [Abstract] | |||||
Outstanding beginning balance (in dollars per share) | $ 0.2080 | ||||
Granted (in dollars per share) | 0.2126 | ||||
Vested (in dollars per share) | $ 0.2082 | ||||
Class D [Member] | |||||
Number of Units [Roll Forward] | |||||
Outstanding, beginning balance (in shares) | 4,670,000 | ||||
Granted (in shares) | 205,000 | ||||
Vested (in shares) | (4,875,000) | ||||
Outstanding, ending balance (in shares) | 0 | 0 | |||
Weighted Average Grant Date Fair Value [Abstract] | |||||
Outstanding beginning balance (in dollars per share) | $ 0.1489 | ||||
Granted (in dollars per share) | 0.1535 | ||||
Vested (in dollars per share) | $ 0.1491 |
LOSS PER SHARE (Details)
LOSS PER SHARE (Details) - USD ($) | 3 Months Ended | 8 Months Ended | 9 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2017 | Sep. 30, 2018 | |
Loss Per Share, Basic and Diluted [Abstract] | ||||
Net loss for basic and diluted loss per common shares | $ (13,412,996) | $ (573,681) | $ (7,061,465) | $ (12,108,413) |
Shares [Abstract] | ||||
Weighted-average common shares outstanding - basic and diluted (in shares) | 30,975,338 | 17,227,682 | 17,227,682 | 21,827,082 |
Net loss per common share - basic and diluted (in dollars per share) | $ (0.43) | $ (0.03) | $ (0.41) | $ (0.55) |
Restricted Stock Units [Member] | ||||
Shares [Abstract] | ||||
Securities excluded from computation of diluted loss per share (in shares) | 1,587 | 531 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 8 Months Ended | 9 Months Ended | ||
Jan. 31, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2017 | Sep. 30, 2018 | Dec. 31, 2017 | |
Reconciliation of Income Tax Expense (Benefit) [Abstract] | ||||||
Loss before income taxes | $ (5,843,822) | $ (765,408) | $ (6,008,986) | $ (3,922,867) | ||
US statutory tax rate | 21.00% | 34.00% | 34.00% | 21.00% | ||
Income tax expense (benefit) at statutory rate | $ (1,227,203) | $ (260,239) | $ (2,043,055) | $ (823,802) | ||
State tax expense (benefit), net of federal | 1,354,628 | (19,203) | (10,628) | 1,470,870 | ||
Foreign tax rates different from US statutory rate | 113,891 | 3,155 | 93,158 | 147,154 | ||
Non-deductible expenses | 7,411,475 | 153,319 | 3,081,763 | 7,483,530 | ||
Change in tax rate | 0 | (51,994) | (51,994) | 0 | ||
Credits | (86,275) | 0 | 0 | (94,864) | ||
Other | 2,658 | (16,765) | (16,765) | 2,658 | ||
Total tax provision (benefit) | 7,569,174 | $ (191,727) | $ 1,052,479 | 8,185,546 | ||
Decrease in deferred tax asset | $ 656,000 | |||||
Accrued interest and penalties | 0 | 0 | ||||
Uncertain tax positions | $ 0 | $ 0 | ||||
Predecessor Company [Member] | ||||||
Reconciliation of Income Tax Expense (Benefit) [Abstract] | ||||||
Loss before income taxes | $ (5,521,794) | |||||
US statutory tax rate | 34.00% | |||||
Income tax expense (benefit) at statutory rate | $ (1,877,410) | |||||
State tax expense (benefit), net of federal | (278,657) | |||||
Foreign tax rates different from US statutory rate | (45,631) | |||||
Non-deductible expenses | 409 | |||||
Change in tax rate | 0 | |||||
Credits | 0 | |||||
Other | (2,084) | |||||
Total tax provision (benefit) | $ (2,203,373) |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES (Details) | 1 Months Ended | 3 Months Ended | 8 Months Ended | 9 Months Ended | |
Jan. 31, 2017USD ($) | Sep. 30, 2018USD ($)StateTerritory | Sep. 30, 2017USD ($) | Sep. 30, 2017USD ($) | Sep. 30, 2018USD ($)StateTerritory | |
Leases [Abstract] | |||||
Rent expense | $ 491,212 | $ 440,511 | $ 1,155,440 | $ 1,418,350 | |
Future Minimum Rental Payments [Abstract] | |||||
2,018 | 378,224 | 378,224 | |||
2,019 | 1,263,467 | 1,263,467 | |||
2,020 | 981,139 | 981,139 | |||
2,021 | 846,364 | 846,364 | |||
2,022 | 738,385 | 738,385 | |||
2,023 | 753,692 | 753,692 | |||
Thereafter | 1,438,239 | 1,438,239 | |||
Total | $ 6,399,510 | $ 6,399,510 | |||
Contingencies [Abstract] | |||||
Number of states in which entity operates | State | 50 | 50 | |||
Number of territories in which entity operates | Territory | 2 | 2 | |||
Predecessor Company [Member] | |||||
Leases [Abstract] | |||||
Rent expense | $ 135,636 |