Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2019 | May 08, 2019 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | International Money Express, Inc. | |
Entity Central Index Key | 0001683695 | |
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 | 37,974,976 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2019 | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | Q1 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 | |
Current assets: | |||
Cash | $ 84,739 | $ 73,029 | |
Accounts receivable, net of allowance of $621 and $842, respectively | 86,664 | 35,795 | |
Prepaid wires | 7,293 | 26,655 | |
Other prepaid expenses and current assets | 2,050 | 3,171 | |
Total current assets | 180,746 | 138,650 | |
Property and equipment, net | 10,727 | 10,393 | |
Goodwill | 36,260 | 36,260 | |
Intangible assets, net | 34,310 | 36,395 | |
Deferred tax asset, net | 2,817 | 2,267 | |
Other assets | 2,193 | 1,874 | |
Total assets | 267,053 | 225,839 | |
Current liabilities: | |||
Current portion of long-term debt, net | [1] | 4,498 | 3,936 |
Accounts payable | 14,234 | 11,438 | |
Wire transfers and money orders payable | 86,995 | 36,311 | |
Accrued and other liabilities | 17,298 | 16,355 | |
Total current liabilities | 123,025 | 68,040 | |
Long term liabilities: | |||
Debt, net | 96,780 | 113,326 | |
Total long term liabilities | 96,780 | 113,326 | |
Commitments and Contingencies, see Note 13 | |||
Stockholders' equity: | |||
Common stock $0.0001 par value; 230,000,000 shares authorized, 36,182,783 shares issued and outstanding as of March 31, 2019 and December 31, 2018 | 4 | 4 | |
Additional paid-in capital | 62,515 | 61,889 | |
Accumulated deficit | (15,277) | (17,418) | |
Accumulated other comprehensive income (loss) | 6 | (2) | |
Total stockholders' equity | 47,248 | 44,473 | |
Total liabilities and stockholders' equity | $ 267,053 | $ 225,839 | |
[1] | Current portion of long-term debt is net of debt origination costs of $0.6 million at March 31, 2019 and December 31, 2018. |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Current assets: | ||
Accounts receivable, allowance | $ 621 | $ 842 |
Stockholders' equity: | ||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common shares, authorized (in shares) | 230,000,000 | 230,000,000 |
Common shares, issued (in shares) | 36,182,783 | 36,182,783 |
Common shares, outstanding (in shares) | 36,182,783 | 36,182,783 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Revenues: | ||
Wire transfer and money order fees | $ 58,451 | $ 47,854 |
Foreign exchange | 9,402 | 7,731 |
Other income | 496 | 371 |
Total revenues | 68,349 | 55,956 |
Operating expenses: | ||
Service charges from agents and banks | 45,569 | 37,937 |
Salaries and benefits | 7,597 | 6,223 |
Other selling, general and administrative expenses | 5,723 | 4,009 |
Transaction costs | 0 | 1,461 |
Depreciation and amortization | 3,152 | 3,789 |
Total operating expenses | 62,041 | 53,419 |
Operating income | 6,308 | 2,537 |
Interest expense | 2,071 | 3,284 |
Income (loss) before income taxes | 4,237 | (747) |
Income tax provision (benefit) | 1,081 | (207) |
Net income (loss) | 3,156 | (540) |
Other comprehensive income | 8 | 21 |
Comprehensive income (loss) | $ 3,164 | $ (519) |
Income (loss) per common share: | ||
Basic and diluted (in dollars per share) | $ 0.09 | $ (0.03) |
Weighted-average common shares outstanding: | ||
Basic (in shares) | 36,182,783 | 17,227,682 |
Diluted (in shares) | 36,195,463 | 17,227,682 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (Unaudited) - USD ($) $ in Thousands | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Accumulated Other Comprehensive Income (Loss) [Member] | Total |
Balance at Dec. 31, 2017 | $ 2 | $ 46,076 | $ (10,174) | $ (2) | $ 35,902 |
Balance (in shares) at Dec. 31, 2017 | 17,227,682 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income (loss) | $ 0 | 0 | (540) | 0 | (540) |
Share-based compensation | 0 | 228 | 0 | 0 | 228 |
Adjustment from foreign currency translation, net | 0 | 0 | 0 | 21 | 21 |
Balance at Mar. 31, 2018 | $ 2 | 46,304 | (10,714) | 19 | 35,611 |
Balance (in shares) at Mar. 31, 2018 | 17,227,682 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Adoption of new accounting pronouncement | ASU 2014-09 [Member] | $ 0 | 0 | (1,015) | 0 | (1,015) |
Balance at Dec. 31, 2018 | $ 4 | 61,889 | (17,418) | (2) | 44,473 |
Balance (in shares) at Dec. 31, 2018 | 36,182,783 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income (loss) | $ 0 | 0 | 3,156 | 0 | 3,156 |
Share-based compensation | 0 | 626 | 0 | 0 | 626 |
Adjustment from foreign currency translation, net | 0 | 0 | 0 | 8 | 8 |
Balance at Mar. 31, 2019 | $ 4 | $ 62,515 | $ (15,277) | $ 6 | $ 47,248 |
Balance (in shares) at Mar. 31, 2019 | 36,182,783 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Cash flows from operating activities: | ||
Net income (loss) | $ 3,156 | $ (540) |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||
Depreciation and amortization | 3,152 | 3,789 |
Share-based compensation | 626 | 228 |
Provision for bad debt | 360 | 43 |
Debt origination costs amortization | 175 | 231 |
Deferred taxes | (213) | (250) |
Loss on disposal of property and equipment | 51 | 42 |
Total adjustments | 4,151 | 4,083 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (51,223) | 10,397 |
Prepaid wires | 19,494 | (4,236) |
Other prepaid expenses and assets | 769 | (356) |
Wire transfers and money orders payable | 50,505 | 4,977 |
Accounts payable and accrued and other liabilities | 2,363 | 3,720 |
Net cash provided by operating activities | 29,215 | 18,045 |
Cash flows from investing activities: | ||
Purchases of property and equipment | (1,193) | (1,510) |
Acquisition of agent locations | (250) | 0 |
Net cash used in investing activities | (1,443) | (1,510) |
Cash flows from financing activities: | ||
Repayments under revolving loan, net | (15,000) | 0 |
Repayment of term loan | (1,125) | (1,213) |
Net cash used in financing activities | (16,125) | (1,213) |
Effect of exchange rate changes on cash | 63 | 307 |
Net increase in cash and restricted cash | 11,710 | 15,629 |
Cash and restricted cash, beginning of the period | 73,029 | 59,795 |
Cash and restricted cash, end of the period | 84,739 | 75,424 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | $ 2,895 | $ 3,284 |
BUSINESS AND ACCOUNTING POLICIE
BUSINESS AND ACCOUNTING POLICIES | 3 Months Ended |
Mar. 31, 2019 | |
BUSINESS AND ACCOUNTING POLICIES [Abstract] | |
BUSINESS AND ACCOUNTING POLICIES | NOTE 1 – 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 Merger was 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 was treated as the equivalent of Intermex issuing stock for the net assets of FinTech, accompanied by a recapitalization. The net assets of FinTech were 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. The historical financial information and operating results of FinTech prior to the Merger have not been separately presented in these condensed consolidated financial statements as they were not significant or meaningful. 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. 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. (“Intermex Guatemala”) - 99.8% owned by LLC, Intermex Wire Transfer de Mexico, S.A. and Intermex Transfers de Mexico, S.A. (“Intermex Mexico”) - 98% owned by LLC, Intermex Wire Transfer Corp. - 100% owned by LLC and Intermex Wire Transfer II, LLC - 100% owned by LLC. Non-controlling interest in the results of operations of consolidated subsidiaries represents the minority stockholders’ share of the profit or (loss) of Intermex Mexico and Intermex Guatemala. The non-controlling interest asset and non-controlling interest in the portion of the profit or (loss) from operations of these subsidiaries were not recorded by the Company as they are considered immaterial. The condensed consolidated financial statements are prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). All significant inter-company balances and transactions have been eliminated from the condensed consolidated financial statements. 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 condensed consolidated financial statements should be read in conjunction with the financial statements and related notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018. Accounting Pronouncements The Financial Accounting Standards Board (“FASB”) issued guidance, Revenue from Contracts with Customers 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, Reclassifications 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 presentation. These reclassifications had no impact on net income (loss), comprehensive income (loss) or stockholders’ equity. |
FINTECH MERGER
FINTECH MERGER | 3 Months Ended |
Mar. 31, 2019 | |
FINTECH MERGER [Abstract] | |
FINTECH MERGER | NOTE 2 – FINTECH MERGER FinTech Merger As discussed in Note 1, on July 26, 2018, Intermex and FinTech consummated the Merger, which was 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 4.9 million shares of FinTech for gross redemption payments of $49.8 million. Subsequent to this redemption, there were 18.9 million outstanding shares. The aggregate consideration paid in the Merger by FinTech to the Intermex shareholders consisted of approximately (i) $102.0 million in cash and (ii) 17.2 million shares of FinTech common stock. In accounting for the reverse recapitalization, the net cash proceeds received in the third quarter of 2018 from FinTech amounted to $5.0 thousand as shown in the table below (in thousands): Cash balance available to Intermex prior to the consummation of the Merger $ 110,726 Less: Intermex Merger costs paid from acquisition proceeds at closing (9,062 ) Cash consideration to Intermex shareholders (101,659 ) Net cash proceeds from reverse recapitalization $ 5 Cash balance available to Intermex prior to the consummation of the Merger $ 110,726 Less: Cash consideration to Intermex shareholders (101,659 ) Other FinTech assets acquired and liabilities assumed in the Merger: Prepaid expenses 76 Accrued liabilities (136 ) Deferred tax assets 982 Net equity infusion from FinTech $ 9,989 Cash consideration to Intermex shareholders includes the payout of all vested Incentive Units issued to employees of the Company as discussed in Note 10. After the completion of the Merger on July 26, 2018, there were 36.2 million shares of International Money Express, Inc. common stock outstanding, warrants to purchase 9 million shares of common stock and 3.4 million shares reserved for issuance under the International Money Express, Inc. 2018 Omnibus Equity Compensation Plan (See Note 10). Transaction Costs Direct costs related to the Merger were expensed as incurred and included as “transaction costs” in the condensed consolidated statement of operations and comprehensive income (loss). Transaction costs included all internal and external costs directly related to the Merger, consisting primarily of legal, consulting, accounting, advisory and financing fees and certain incentive bonuses directly related to the Merger. Transaction costs for the three months ended March 31, 2018 amounted to $1.5 million. |
REVENUE RECOGNITION STANDARD
REVENUE RECOGNITION STANDARD | 3 Months Ended |
Mar. 31, 2019 | |
REVENUE RECOGNITION STANDARD [Abstract] | |
REVENUE RECOGNITION STANDARD | NOTE 3 – REVENUE RECOGNITION STANDARD On January 1, 2019, the Company adopted the new accounting standard, Revenue from Contracts with Customers For the three months ended March 31, 2019, the Company recognized $67.9 million in revenues from contracts with customers. There are no significant initial costs incurred to obtain contracts with customers. However, the Company’s loyalty program provides that for each money transfer completed customers earn points, which can be redeemed at a later time under the terms of the loyalty program. Therefore, a portion of the initial consideration is recorded as deferred revenue. Prior to the implementation of the standard, the Company used the incremental cost method to account for the loyalty program; therefore, a liability for the cost associated with the company’s future obligation to its customers was created and the loyalty program expense was recorded within Service charges from agents and banks in the consolidated statements of operations and comprehensive income (loss). Under the new guidance, loyalty program expense is recorded as contra revenue. The loyalty program reserve balance as of January 1, 2019 of $0.6 million was credited to accumulated deficit as this became part of the beginning balance of the new deferred revenue liability. Based on our assessment of the new standard, except for the loyalty program discussed above, we have determined that our revenues include only one performance obligation, which is to collect the consumer’s money and make funds available for payment, generally on the same day, to a designated recipient in the currency requested. The Company also offers several other services, including money orders and check cashing, for which revenue is derived by a fee per transaction. For the significant majority of the Company’s revenues, the Company acts as the principal in transactions and reports revenue on a gross basis, as the Company controls the service at all times prior to transfer to the customer, is primarily responsible for fulfilling the customer contracts, has the risk of loss, and has the ability to establish transaction prices. |
OTHER PREPAID EXPENSES AND CURR
OTHER PREPAID EXPENSES AND CURRENT ASSETS | 3 Months Ended |
Mar. 31, 2019 | |
OTHER PREPAID EXPENSES AND CURRENT ASSETS [Abstract] | |
OTHER PREPAID EXPENSES AND CURRENT ASSETS | NOTE 4 – OTHER PREPAID EXPENSES AND CURRENT ASSETS Other prepaid expenses and current assets consisted of the following (in thousands): March 31, 2019 December 31, 2018 Prepaid insurance $ 747 $ 751 Prepaid fees 647 719 Other prepaid expenses 656 1,701 $ 2,050 $ 3,171 |
GOODWILL AND OTHER INTANGIBLE A
GOODWILL AND OTHER INTANGIBLE ASSETS | 3 Months Ended |
Mar. 31, 2019 | |
GOODWILL AND OTHER INTANGIBLE ASSETS [Abstract] | |
GOODWILL AND OTHER INTANGIBLE ASSETS | NOTE 5 – GOODWILL AND OTHER INTANGIBLE ASSETS Intangible assets on the condensed consolidated balance sheets of the Company consist of agent relationships, trade name, developed technology and other intangible assets. Agent relationships, trade name and developed technology are all amortized over 15 years using an accelerated method that correlates with the projected realization of the benefit. Other intangibles primarily relate to the acquisition of certain agent locations, 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 (in thousands) Goodwill Other Intangibles Balance at December 31, 2018 $ 36,260 $ 36,395 Acquisition of agent locations - 250 Amortization expense - (2,335 ) Balance at March 31, 2019 $ 36,260 $ 34,310 |
ACCRUED AND OTHER LIABILITIES
ACCRUED AND OTHER LIABILITIES | 3 Months Ended |
Mar. 31, 2019 | |
ACCRUED AND OTHER LIABILITIES [Abstract] | |
ACCRUED AND OTHER LIABILITIES | NOTE 6 – ACCRUED AND OTHER LIABILITIES Accrued and other liabilities consisted of the following (in thousands): March 31, 2019 December 31, 2018 Payables to agents $ 9,273 $ 8,972 Accrued compensation 1,603 2,344 Accrued bank charges 995 983 Accrued loyalty program reserve - 621 Accrued legal fees 327 920 Accrued taxes 1,054 745 Deferred revenue loyalty program liability 2,311 - Other 1,735 1,770 $ 17,298 $ 16,355 |
DEBT
DEBT | 3 Months Ended |
Mar. 31, 2019 | |
DEBT [Abstract] | |
DEBT | NOTE 7 – DEBT Debt consisted of the following (in thousands): March 31, 2019 December 31, 2018 Revolving credit facility $ 15,000 $ 30,000 Term loan 88,875 90,000 103,875 120,000 Less: Current portion of long term debt (1) (4,498 ) (3,936 ) Less: Debt origination costs (2,597 ) (2,738 ) $ 96,780 $ 113,326 (1) Current portion of long-term debt is net of debt origination costs of $0.6 million at March 31, 2019 and December 31, 2018. On November 7, 2018 and further amended on December 7, 2018, the Company entered into a new financing agreement (the “Credit Agreement”) with, among others, certain of its domestic subsidiaries as borrowers, certain other domestic subsidiaries and a group of banking institutions. The Credit Agreement provides for a $35 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 Credit Agreement were used to repay existing indebtedness, for working capital purposes and to pay fees and expenses in connection with the transaction. The maturity date of the Credit Agreement is November 7, 2023. On March 25, 2019, the Company entered into an Increase Joinder No. 1 to the Credit Agreement (the “Increase Joinder”) under which the Company received $12 million from the incremental facility in the second quarter of 2019. The proceeds of the Increase Joinder will be primarily used to pay for the cash portion of the Tender Offer (see Note 10) during the second quarter of 2019. Interest on the term loan facility and revolving credit facility under the Credit Agreement is determined by reference to either LIBOR or a “base rate”, in each case plus an applicable margin of 4.50% per annum for LIBOR loans or 3.50% per annum for base rate loans. The Company is also required to pay a fee on the unused portion of the revolving credit facility equal to 0.35% per annum. The effective interest rates as of March 31, 2019 for the term loan and revolving credit facility were 7.72% and 8.78%, respectively. The principal amount of the term loan facility must be repaid in consecutive quarterly installments of 5.0% in year 1, 7.5% in years 2 and 3, 10.0% in years 4 and 5, in each case on the last day of each quarter, commencing in March 2019 with a final payment at maturity. The loans under the Credit Agreement may be prepaid at any time without payment or penalty. The Credit Agreement contains covenants that limit the Company’s and its subsidiaries’ ability to, among other things, grant liens, incur additional indebtedness, make acquisitions or investments, dispose of certain assets, make dividends and distributions, change the nature of their businesses, enter into certain transactions with affiliates or amend the terms of material indebtedness. The Credit Agreement also contains financial covenants which require the Company to maintain a quarterly minimum fixed charge coverage ratio of 1.25:1.00 and a quarterly maximum consolidated leverage ratio of 3.25:1.00. The obligations under the Credit Agreement are guaranteed by the Company and certain domestic subsidiaries of the Company and secured by liens substantially all of the assets of the loan parties, subject to certain exclusions and limitations. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 3 Months Ended |
Mar. 31, 2019 | |
FAIR VALUE MEASUREMENTS [Abstract] | |
FAIR VALUE MEASUREMENTS | NOTE 8 – The Company determines fair value in accordance with the provisions of FASB guidance, Fair Value Measurements and Disclosures, which defines fair value as an exit price, representing the amount that would be received from the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, a three-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. 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 fair value of the term loan, which approximates book value, is estimated by discounting the future cash flows using a current market interest rate. 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 | 3 Months Ended |
Mar. 31, 2019 | |
RELATED PARTY TRANSACTIONS [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 9 – Prior to the Merger, Intermex paid a monthly management fee of $65 thousand, plus reimbursement of expenses, to a related party for management services, which was included in other selling, general and administrative expenses on the Company’s condensed consolidated statements of operations and comprehensive income (loss). There were no amounts payable to or receivable from related parties included in the condensed consolidated balance sheets at March 31, 2019 and December 31, 2018. Upon closing of the Merger on July 26, 2018 (See Note 2), the management fee agreement with the related party was terminated. |
STOCKHOLDER'S EQUITY AND SHARE-
STOCKHOLDER'S EQUITY AND SHARE-BASED COMPENSATION | 3 Months Ended |
Mar. 31, 2019 | |
STOCKHOLDER'S EQUITY AND SHARE-BASED COMPENSATION [Abstract] | |
STOCKHOLDER'S EQUITY AND SHARE-BASED COMPENSATION | NOTE 10 – STOCKHOLDERS’ EQUITY AND SHARE-BASED COMPENSATION After the completion of the Merger on the Closing Date, there were 36.2 million shares of the Company’s common stock outstanding and outstanding warrants to purchase approximately 9 million shares of common stock. As of the Closing Date, the former stockholders of Intermex owned approximately 48.3% and the former stockholders of FinTech owned approximately 51.7% of the combined company’s outstanding common stock. At March 31, 2019, the Company was authorized to issue 230 million shares of common stock and had 36.2 million shares of common stock issued and outstanding at $0.0001 par value per common share. Equity Warrants Prior to the Merger, FinTech issued 8.8 million public warrants (“Public Warrants”) and 0.2 million private placement warrants (“Placement Warrants”)(combined are referred to as the “Warrants”). The Company assumed the Warrants upon the change of control event. As a result of the Merger, the Warrants issued by FinTech were no longer exercisable for shares of FinTech common stock but instead were 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 entitled 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. On March 28, 2019, the Company announced the commencement of its offer (the “ Tender Offer”) to each holder of the Warrants to purchase shares of common stock of the Company to receive a combination of 0.201 shares of its common stock and $1.12 in cash, for each Warrant tendered by the holder and exchanged pursuant to the Tender Offer. On April 29, 2019, the Company entered into Amendment No. 1 (the “Warrant Amendment”) to the Warrant Agreement, dated as of January 19, 2017 (the “Warrant Agreement”). The Warrant Amendment amends the Warrant Agreement to permit the Company to require that each Warrant that is outstanding upon the closing of the Offer to be converted into a combination of 0.181 shares of common stock, par value $0.0001 per share, of the Company and $1.00 in cash. The Company intends to exchange all remaining untendered Warrants for the Conversion Consideration in accordance with the terms of the Warrant Agreement, as amended, on or about May 20, 2019. For the three months ended March 31, 2019, the Company incurred in approximately $513 thousand in professional and legal fees related to the Tender Offer. These expenses were recorded as other selling, general and administrative expenses in the statement of operations and comprehensive income (loss). 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 are 3.4 million shares reserved for issuance under the 2018 Plan, of which stock options to purchase 2.8 million shares of common stock and restricted stock units in respect of 21.2 thousand shares of common stock were granted to employees and independent directors of the Company in connection with the completion of the transactions at the Closing Date. The value of each option grant is estimated on the grant date using the Black-Scholes option pricing model. The option pricing model requires the input of highly subjective assumptions, including the grant date fair value of our common stock, expected volatility, expected forfeitures and risk-free interest rates. To determine the grant date fair value of the Company’s common stock, we use the closing market price of our common stock at the grant date. We also use an expected volatility based on the historical volatilities of a group of guideline companies and the “simplified” method for calculating the expected life of our stock options. We have elected to account for forfeitures as they occur. The risk-free interest rates are obtained from publicly available U.S. Treasury yield curve rates. Share-based compensation is recognized as an expense on a straight-line basis over the requisite service period, which is generally the vesting period. The stock options issued under the 2018 Plan have 10-year terms and vest in four equal annual installments beginning 1 year after the date of the grant. The Company recognized compensation expense for stock options of approximately $0.6 million for the three months ended March 31, 2019, which is included in salaries and benefits in the condensed consolidated statements of operations and comprehensive income (loss). No stock options were vested during the first quarter of 2019, therefore no stock options were exercisable as of March 31, 2019. The weighted-average grant date fair value for the stock options to purchase 2.8 million shares of common stock granted was $3.47 per share. As of March 31, 2019, there were 2.8 million non-vested stock options and unrecognized compensation expense of approximately $8.2 million is expected to be recognized over a weighted-average period of 3.36 years. A summary of the stock option activity during the three months ended March 31, 2019 is presented below: Number of Options Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term (Years) Weighted-Average Grant Date Fair Value Outstanding at December 31, 2018 2,881,219 $ 10.00 9.60 $ 3.47 Granted 45,000 11.01 3.71 Exercised - - - Forfeited (95,000 ) 9.91 3.43 Expired - - - Outstanding at March 31, 2019 2,831,219 $ 10.02 9.36 $ 3.47 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 $53 thousand for the three months ended March 31, 2019, which is included in salaries and benefits in the condensed consolidated statements of operations and comprehensive income (loss). There were no forfeited or vested restricted stock units during the three months ended March 31, 2019. As of March 31, 2019, there was $70 thousand of unrecognized compensation expense for the restricted stock units. 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 income (loss), amounted to $0.2 million for the three months ended March 31, 2018. Subsequent to the Merger, all incentive units ceased to exist. |
INCOME (LOSS) PER SHARE
INCOME (LOSS) PER SHARE | 3 Months Ended |
Mar. 31, 2019 | |
INCOME (LOSS) PER SHARE [Abstract] | |
INCOME (LOSS) PER SHARE | NOTE 11 – INCOME (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 income (loss) per share for the periods indicated (in thousands, except for share data): Three Months Ended March 31, 2019 2018 Net income (loss) for basic and diluted income (loss) per common share 3,156 (540 ) Shares: Weighted-average common shares outstanding – basic 36,182,783 17,227,682 Weighted-average common shares outstanding – diluted 36,195,463 17,227,682 Net income (loss) per common share - basic and diluted $ 0.09 $ (0.03 ) The computation of diluted income per share above considers the effect of approximately 2.8 million options to purchase shares of the Company’s common stock and 9.0 million warrants underlying shares of Company stock within diluted weighted-average shares outstanding for the three month ended March 31, 2019. However, under the treasury stock method their inclusion was anti-dilutive. |
INCOME TAXES
INCOME TAXES | 3 Months Ended |
Mar. 31, 2019 | |
INCOME TAXES [Abstract] | |
INCOME TAXES | NOTE 12 – A reconciliation between the income tax provision (benefit) at the U.S. statutory tax rate and the Company’s income tax provision (benefit) on the condensed consolidated statements of operations and comprehensive income (loss) is below: Three Months Ended March 31, 2019 2018 Income (loss) before income taxes $ 4,237 $ (747 ) U.S. statutory tax rate 21 % 21 % Income tax expense (benefit) at statutory rate 890 (157 ) State tax expense (benefit), net of federal 250 (40 ) Foreign tax rates different from U.S. statutory rate 4 7 Non-deductible expenses 9 (17 ) Other (72 ) - Total income tax provision (benefit) $ 1,081 $ (207 ) 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 income (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. All changes to the tax code that are effective as of January 1, 2018 have been applied by the Company in computing its income tax expense for the three months ended March 31, 2019 and 2018. Additional guidance issued by the U.S. Treasury Department, the IRS, and other standard-setting bodies may materially impact the provision for income taxes and effective tax rate in the period in which the guidance is issued. In 2018, FinTech Acquisition Corp II was notified by the IRS that its 2017 federal income tax return was selected for examination. The Company has complied with all information requests to date. As of March 31, 2019, no amounts for tax, interest, or penalties have been paid or accrued as a result of this examination or any other uncertain tax positions. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Mar. 31, 2019 | |
COMMITMENTS AND CONTINGENCIES [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 13 – COMMITMENTS AND CONTINGENCIES Leases The Company is a party to leases for office space and branch locations, several of which are on a month-to-month basis. 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 $0.5 million and $0.4 million for the three months ended March 31, 2019 and 2018, respectively. In April 2018, the Company renegotiated its corporate lease to extend the term through November 2025. At March 31, 2019, future minimum rental payments required under operating leases for the remainder of 2019 and thereafter are as follows (in thousands): 2019 $ 1,043 2020 1,173 2021 1,002 2022 834 2023 790 Thereafter 1,438 $ 6,280 Litigation The Company is subject to legal proceedings and claims that have arisen in the ordinary course of its business and have not been finally adjudicated. Although there can be no assurance as to the ultimate disposition of these matters, it is the opinion of the Company’s management, based upon the information available at this time, that the expected outcome of these matters, both individually or in the aggregate, will not have a material adverse effect on either the results of operations or financial condition of the Company. Contingencies The Company operates in 50 U.S. states, two U.S. territories and two other countries. Money transmitters and their agents are under regulation by State and Federal laws. Violations may result in civil or criminal penalties or a prohibition from providing money transfer services in a particular jurisdiction. It is the opinion of the Company’s management, based on information available at this time, that the expected outcome of regulatory matters will not have a material adverse effect on either the results of operations or financial condition of the Company. Regulatory requirements Certain domestic subsidiaries of the Company are subject to maintaining minimum tangible net worth and liquid assets (eligible securities) to cover the amount outstanding of wire transfers and money orders payable. As of March 31, 2019, the Company’s subsidiaries were in compliance with these two requirements. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 2019 | |
SUBSEQUENT EVENTS [Abstract] | |
SUBSEQUENT EVENTS | NOTE 14 – 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 are issued. Except for the matters discussed in Notes 7 and 10, 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) | 3 Months Ended |
Mar. 31, 2019 | |
BUSINESS AND ACCOUNTING POLICIES [Abstract] | |
Accounting Pronouncements | Accounting Pronouncements The Financial Accounting Standards Board (“FASB”) issued guidance, Revenue from Contracts with Customers 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, |
Reclassifications | Reclassifications 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 presentation. These reclassifications had no impact on net income (loss), comprehensive income (loss) or stockholders’ equity. |
FINTECH MERGER (Tables)
FINTECH MERGER (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
FINTECH MERGER [Abstract] | |
Net Cash Proceeds Received in Reverse Recapitalization | In accounting for the reverse recapitalization, the net cash proceeds received in the third quarter of 2018 from FinTech amounted to $5.0 thousand as shown in the table below (in thousands): Cash balance available to Intermex prior to the consummation of the Merger $ 110,726 Less: Intermex Merger costs paid from acquisition proceeds at closing (9,062 ) Cash consideration to Intermex shareholders (101,659 ) Net cash proceeds from reverse recapitalization $ 5 Cash balance available to Intermex prior to the consummation of the Merger $ 110,726 Less: Cash consideration to Intermex shareholders (101,659 ) Other FinTech assets acquired and liabilities assumed in the Merger: Prepaid expenses 76 Accrued liabilities (136 ) Deferred tax assets 982 Net equity infusion from FinTech $ 9,989 |
OTHER PREPAID EXPENSES AND CU_2
OTHER PREPAID EXPENSES AND CURRENT ASSETS (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
OTHER PREPAID EXPENSES AND CURRENT ASSETS [Abstract] | |
Other Prepaid Expenses and Current Assets | Other prepaid expenses and current assets consisted of the following (in thousands): March 31, 2019 December 31, 2018 Prepaid insurance $ 747 $ 751 Prepaid fees 647 719 Other prepaid expenses 656 1,701 $ 2,050 $ 3,171 |
GOODWILL AND OTHER INTANGIBLE_2
GOODWILL AND OTHER INTANGIBLE ASSETS (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
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 (in thousands) Goodwill Other Intangibles Balance at December 31, 2018 $ 36,260 $ 36,395 Acquisition of agent locations - 250 Amortization expense - (2,335 ) Balance at March 31, 2019 $ 36,260 $ 34,310 |
ACCRUED AND OTHER LIABILITIES (
ACCRUED AND OTHER LIABILITIES (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
ACCRUED AND OTHER LIABILITIES [Abstract] | |
Accrued and Other Liabilities | Accrued and other liabilities consisted of the following (in thousands): March 31, 2019 December 31, 2018 Payables to agents $ 9,273 $ 8,972 Accrued compensation 1,603 2,344 Accrued bank charges 995 983 Accrued loyalty program reserve - 621 Accrued legal fees 327 920 Accrued taxes 1,054 745 Deferred revenue loyalty program liability 2,311 - Other 1,735 1,770 $ 17,298 $ 16,355 |
DEBT (Tables)
DEBT (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
DEBT [Abstract] | |
Debt Instruments | Debt consisted of the following (in thousands): March 31, 2019 December 31, 2018 Revolving credit facility $ 15,000 $ 30,000 Term loan 88,875 90,000 103,875 120,000 Less: Current portion of long term debt (1) (4,498 ) (3,936 ) Less: Debt origination costs (2,597 ) (2,738 ) $ 96,780 $ 113,326 (1) Current portion of long-term debt is net of debt origination costs of $0.6 million at March 31, 2019 and December 31, 2018. |
STOCKHOLDER'S EQUITY AND SHAR_2
STOCKHOLDER'S EQUITY AND SHARE-BASED COMPENSATION (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
STOCKHOLDER'S EQUITY AND SHARE-BASED COMPENSATION [Abstract] | |
Stock Option Activity | A summary of the stock option activity during the three months ended March 31, 2019 is presented below: Number of Options Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term (Years) Weighted-Average Grant Date Fair Value Outstanding at December 31, 2018 2,881,219 $ 10.00 9.60 $ 3.47 Granted 45,000 11.01 3.71 Exercised - - - Forfeited (95,000 ) 9.91 3.43 Expired - - - Outstanding at March 31, 2019 2,831,219 $ 10.02 9.36 $ 3.47 |
INCOME (LOSS) PER SHARE (Tables
INCOME (LOSS) PER SHARE (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
INCOME (LOSS) PER SHARE [Abstract] | |
Basic and Diluted Net Income (Loss) per Share | Below are basic and diluted net income (loss) per share for the periods indicated (in thousands, except for share data): Three Months Ended March 31, 2019 2018 Net income (loss) for basic and diluted income (loss) per common share 3,156 (540 ) Shares: Weighted-average common shares outstanding – basic 36,182,783 17,227,682 Weighted-average common shares outstanding – diluted 36,195,463 17,227,682 Net income (loss) per common share - basic and diluted $ 0.09 $ (0.03 ) |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
INCOME TAXES [Abstract] | |
Reconciliation of Income Tax Expense (Benefit) | A reconciliation between the income tax provision (benefit) at the U.S. statutory tax rate and the Company’s income tax provision (benefit) on the condensed consolidated statements of operations and comprehensive income (loss) is below: Three Months Ended March 31, 2019 2018 Income (loss) before income taxes $ 4,237 $ (747 ) U.S. statutory tax rate 21 % 21 % Income tax expense (benefit) at statutory rate 890 (157 ) State tax expense (benefit), net of federal 250 (40 ) Foreign tax rates different from U.S. statutory rate 4 7 Non-deductible expenses 9 (17 ) Other (72 ) - Total income tax provision (benefit) $ 1,081 $ (207 ) |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
COMMITMENTS AND CONTINGENCIES [Abstract] | |
Future Minimum Rental Payments | At March 31, 2019, future minimum rental payments required under operating leases for the remainder of 2019 and thereafter are as follows (in thousands): 2019 $ 1,043 2020 1,173 2021 1,002 2022 834 2023 790 Thereafter 1,438 $ 6,280 |
BUSINESS AND ACCOUNTING POLIC_3
BUSINESS AND ACCOUNTING POLICIES (Details) | Mar. 31, 2019 |
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 (Details)
FINTECH MERGER (Details) - USD ($) $ in Thousands | Jul. 26, 2018 | Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 |
Reverse Recapitalization [Abstract] | ||||
Common shares, outstanding (in shares) | 36,200,000 | 36,182,783 | 36,182,783 | |
Warrants to purchase common stock (in shares) | 9,000,000 | |||
Transaction cost | $ 0 | $ 1,461 | ||
2018 Equity Compensation Plan [Member] | ||||
Reverse Recapitalization [Abstract] | ||||
Shares reserved for issuance (in shares) | 3,400,000 | |||
Intermex [Member] | ||||
Reverse Recapitalization [Abstract] | ||||
Cash balance available to Intermex prior to the consummation of the Merger | $ 110,726 | |||
Intermex Merger costs paid from acquisition proceeds at closing | (9,062) | |||
Cash consideration to shareholders | $ (101,659) | |||
FinTech [Member] | ||||
Merger [Abstract] | ||||
Redemption of shares (in shares) | 4,900,000 | |||
Gross redemption payments | $ 49,800 | |||
Number of outstanding shares subsequent to redemption (in shares) | 18,900,000 | |||
Consideration paid in equity (in shares) | 17,200,000 | |||
Reverse Recapitalization [Abstract] | ||||
Net cash proceeds from reverse recapitalization | $ 5 | |||
Prepaid expenses | 76 | |||
Accrued liabilities | (136) | |||
Deferred tax assets | 982 | |||
Net equity infusion | $ 9,989 |
REVENUE RECOGNITION STANDARD (D
REVENUE RECOGNITION STANDARD (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Dec. 31, 2018 | |
Revenue Recognition [Abstract] | ||
Revenues from contracts with customers | $ 67,900 | |
Loyalty program reserve | $ 0 | $ 621 |
ASU 2014-09 [Member] | ||
Revenue Recognition [Abstract] | ||
Cumulative effect of new accounting pronouncement | (1,015) | |
Accumulated Deficit [Member] | ASU 2014-09 [Member] | ||
Revenue Recognition [Abstract] | ||
Cumulative effect of new accounting pronouncement | $ (1,015) |
OTHER PREPAID EXPENSES AND CU_3
OTHER PREPAID EXPENSES AND CURRENT ASSETS (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
OTHER PREPAID EXPENSES AND CURRENT ASSETS [Abstract] | ||
Prepaid insurance | $ 747 | $ 751 |
Prepaid fees | 647 | 719 |
Other prepaid expenses | 656 | 1,701 |
Prepaid expenses and other assets | $ 2,050 | $ 3,171 |
GOODWILL AND OTHER INTANGIBLE_3
GOODWILL AND OTHER INTANGIBLE ASSETS (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2019USD ($) | |
Goodwill [Roll Forward] | |
Goodwill, beginning balance | $ 36,260 |
Acquisition of agent locations | 0 |
Amortization expense | 0 |
Goodwill, ending balance | 36,260 |
Other Intangibles [Roll Forward] | |
Other intangible assets, beginning balance | 36,395 |
Acquisition of agent locations | 250 |
Amortization expense | (2,335) |
Other intangible assets, ending balance | $ 34,310 |
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 ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Accrued Liabilities and Other Liabilities [Abstract] | ||
Payables to agents | $ 9,273 | $ 8,972 |
Accrued compensation | 1,603 | 2,344 |
Accrued bank charges | 995 | 983 |
Accrued loyalty program reserve | 0 | 621 |
Accrued legal fees | 327 | 920 |
Accrued taxes | 1,054 | 745 |
Deferred revenue loyalty program liability | 2,311 | 0 |
Other | 1,735 | 1,770 |
Accrued and other liabilities | $ 17,298 | $ 16,355 |
DEBT (Details)
DEBT (Details) $ in Thousands | Apr. 29, 2019USD ($) | Nov. 07, 2018USD ($) | Mar. 31, 2019USD ($) | Dec. 31, 2018USD ($) | |
Debt Instruments [Abstract] | |||||
Long-term debt, gross | $ 103,875 | $ 120,000 | |||
Less: Current portion of long term debt | [1] | (4,498) | (3,936) | ||
Less: Debt origination costs | (2,597) | (2,738) | |||
Long-term debt, noncurrent | 96,780 | 113,326 | |||
Debt origination costs, current | $ 600 | 600 | |||
Minimum [Member] | |||||
Debt Instruments [Abstract] | |||||
Fixed charge coverage ratio | 1.25 | ||||
Maximum [Member] | |||||
Debt Instruments [Abstract] | |||||
Consolidated leverage ratio | 3.25 | ||||
Term Loan [Member] | |||||
Debt Instruments [Abstract] | |||||
Long-term debt, gross | $ 88,875 | 90,000 | |||
Revolving Credit Facility [Member] | |||||
Debt Instruments [Abstract] | |||||
Long-term debt, gross | $ 15,000 | $ 30,000 | |||
Credit Agreement [Member] | |||||
Debt Instruments [Abstract] | |||||
Maturity date | Nov. 7, 2023 | ||||
Unused line fee percentage | 0.35% | ||||
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 | ||||
Effective interest rate | 8.78% | ||||
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 | ||||
Effective interest rate | 7.72% | ||||
Credit Agreement [Member] | Incremental Facility [Member] | |||||
Debt Instruments [Abstract] | |||||
Maximum borrowing capacity | $ 30,000 | ||||
Increase Joinder [Member] | Incremental Facility [Member] | Subsequent Event [Member] | |||||
Debt Instruments [Abstract] | |||||
Proceeds from credit agreement | $ 12,000 | ||||
[1] | Current portion of long-term debt is net of debt origination costs of $0.6 million at March 31, 2019 and December 31, 2018. |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2019USD ($) | |
RELATED PARTY TRANSACTIONS [Abstract] | |
Monthly management fees plus reimbursement expense | $ 65 |
STOCKHOLDER'S EQUITY AND SHAR_3
STOCKHOLDER'S EQUITY AND SHARE-BASED COMPENSATION (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | ||||
Mar. 31, 2019 | Apr. 29, 2019 | Mar. 28, 2019 | Dec. 31, 2018 | Jul. 26, 2018 | |
Share-based Compensation Arrangement [Abstract] | |||||
Common shares, outstanding (in shares) | 36,182,783 | 36,182,783 | 36,200,000 | ||
Warrants to purchase common stock (in shares) | 9,000,000 | ||||
Common shares, authorized (in shares) | 230,000,000 | 230,000,000 | |||
Common shares, issued (in shares) | 36,182,783 | 36,182,783 | |||
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 years | ||||
Tender Offer [Member] | |||||
Share-based Compensation Arrangement [Abstract] | |||||
Number of shares of common stock called by each warrant (in shares) | 0.201 | ||||
Common stock price (in dollars per share) | $ 1.12 | ||||
Professional and legal fees | $ 513 | ||||
Warrant Amendment [Member] | Subsequent Event [Member] | |||||
Share-based Compensation Arrangement [Abstract] | |||||
Common stock, par value (in dollars per share) | $ 0.0001 | ||||
Number of shares of common stock called by each warrant (in shares) | 0.181 | ||||
Common stock price (in dollars per share) | $ 1 | ||||
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) | 200,000 | ||||
FinTech [Member] | Public Warrants [Member] | |||||
Share-based Compensation Arrangement [Abstract] | |||||
Number of warrants issued (in shares) | 8,800,000 |
STOCKHOLDER'S EQUITY AND SHAR_4
STOCKHOLDER'S EQUITY AND SHARE-BASED COMPENSATION, 2018 Omnibus Equity Compensation Plan (Details) - 2018 Equity Compensation Plan [Member] $ / shares in Units, $ in Thousands | Jul. 26, 2018shares | Mar. 31, 2019USD ($)Installments$ / sharesshares | Dec. 31, 2018$ / sharesshares |
Share-based Compensation Arrangement [Abstract] | |||
Shares reserved for issuance (in shares) | 3,400,000 | ||
Stock Option [Member] | |||
Share-based Compensation Arrangement [Abstract] | |||
Number of equal installments for options vesting | Installments | 4 | ||
Options vesting period | 10 years | ||
Share-based compensation expense | $ | $ 600 | ||
Options vested (in shares) | 0 | ||
Option exercisable (in shares) | 0 | ||
Unrecognized compensation expense | $ | $ 8,200 | ||
Weighted-average non-vested period | 3 years 4 months 10 days | ||
Number of Options [Roll Forward] | |||
Outstanding, beginning balance (in shares) | 2,881,219 | ||
Granted (in shares) | 2,800,000 | 45,000 | |
Exercised (in shares) | 0 | ||
Forfeited (in shares) | (95,000) | ||
Expired (in shares) | 0 | ||
Outstanding, ending balance (in shares) | 2,831,219 | 2,881,219 | |
Weighted Average Exercise Price [Roll Forward] | |||
Outstanding, beginning balance (in dollars per share) | $ / shares | $ 10 | ||
Granted (in dollars per share) | $ / shares | 11.01 | ||
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 | $ 10.02 | $ 10 | |
Weighted Average Remaining Contractual Term [Abstract] | |||
Weighted average remaining contractual term | 9 years 4 months 10 days | 9 years 7 months 6 days | |
Weighted Average Grant Date Fair Value [Abstract] | |||
Outstanding beginning balance (in dollars per share) | $ / shares | $ 3.47 | ||
Granted (in dollars per share) | $ / shares | 3.71 | ||
Forfeited (in dollars per share) | $ / shares | 3.43 | ||
Outstanding (in dollars per share) | $ / shares | $ 3.47 | $ 3.47 | |
Restricted Stock Units [Member] | |||
Share-based Compensation Arrangement [Abstract] | |||
Restricted stock units granted (in shares) | 21,200 | ||
Options vesting period | 1 year | ||
Share-based compensation expense | $ | $ 53 | ||
Unrecognized compensation expense | $ | $ 70 | ||
Restricted stock units, forfeited (in shares) | 0 | ||
Restricted stock units, vested (in shares) | 0 |
STOCKHOLDER'S EQUITY AND SHAR_5
STOCKHOLDER'S EQUITY AND SHARE-BASED COMPENSATION, Incentive Units (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2018USD ($) | |
Incentive Units [Member] | |
Share-based Compensation Arrangement [Abstract] | |
Share-based compensation expense | $ 0.2 |
INCOME (LOSS) PER SHARE (Detail
INCOME (LOSS) PER SHARE (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Net Income (Loss) Per Share, Basic and Diluted [Abstract] | ||
Net income (loss) for basic and diluted income (loss) per common share | $ 3,156 | $ (540) |
Shares [Abstract] | ||
Weighted-average common shares outstanding - basic (in shares) | 36,182,783 | 17,227,682 |
Weighted-average common shares outstanding - diluted (in shares) | 36,195,463 | 17,227,682 |
Net income (loss) per common share - basic and diluted (in dollars per share) | $ 0.09 | $ (0.03) |
Options [Member] | ||
Shares [Abstract] | ||
Securities excluded from computation of diluted loss per share (in shares) | 2,800,000 | |
Warrants [Member] | ||
Shares [Abstract] | ||
Securities excluded from computation of diluted loss per share (in shares) | 9,000,000 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Reconciliation of Income Tax Expense (Benefit) [Abstract] | ||
Income (loss) before income taxes | $ 4,237 | $ (747) |
U.S. statutory tax rate | 21.00% | 21.00% |
Income tax expense (benefit) at statutory rate | $ 890 | $ (157) |
State tax expense (benefit), net of federal | 250 | (40) |
Foreign tax rates different from U.S. statutory rate | 4 | 7 |
Non-deductible expenses | 9 | (17) |
Other | (72) | 0 |
Total income tax provision (benefit) | 1,081 | $ (207) |
Accrued interest and tax penalties | 0 | |
Uncertain tax positions | $ 0 |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES (Details) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019USD ($)StateTerritoryCountry | Mar. 31, 2018USD ($) | |
Leases [Abstract] | ||
Rent expense | $ 500 | $ 400 |
Future Minimum Rental Payments [Abstract] | ||
2019 | 1,043 | |
2020 | 1,173 | |
2021 | 1,002 | |
2022 | 834 | |
2023 | 790 | |
Thereafter | 1,438 | |
Total | $ 6,280 | |
Contingencies [Abstract] | ||
Number of states in which entity operates | State | 50 | |
Number of territories in which entity operates | Territory | 2 | |
Number of countries in which entity operates | Country | 2 |