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. |