UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 

 
FORM 8-K
 

 
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported): August 9, 2018

INTERNATIONAL MONEY EXPRESS, INC.
(Exact name of registrant as specified in charter)


 
Delaware
001-37986
47-4219082
(State or Other Jurisdiction of Incorporation)
(Commission File Number)
(I.R.S. Employer Identification No.)

9480 South Dixie Highway, Miami, FL
 
33156
(Address of Principal Executive Offices)
 
(Zip Code)

Registrant’s telephone number, including area code: (305) 671-8000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
 


Item 2.02.
Results of Operations and Financial Condition.

On August 9, 2018, International Money Express, Inc. issued a press release providing a business update for Intermex Holdings, Inc. and its subsidiaries for the second quarter of 2018. A copy of the press release is included as Exhibit 99.1 and is incorporated herein by reference.

The information in this Item 2.02 (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01.
Financial Statements and Exhibits.

(d) Exhibits

The following exhibit relating to Item 2.02 shall be deemed to be furnished, and not filed.

EXHIBIT INDEX

Exhibit No.
 
Description
     
 
Press release of International Money Express, Inc., dated August 9, 2018.
 
2

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 
INTERNATIONAL MONEY EXPRESS, INC.
   
Dated: August 9, 2018
By:
/s/ Robert Lisy
 
Name:
 Robert Lisy
 
Title:
 President and Chief Executive Officer
 
 
3


Exhibit 99.1
 

FOR IMMEDIATE RELEASE
International Money Express, Inc. Provides Business Update for Second Quarter 2018

Second Quarter 2018 - Financial Highlights
·
Revenues grew 31% versus the prior year period based on strong performance across our business in Mexico and Guatemala

·
GAAP Net Income totaled $1.8 million
 
·
Adjusted EBITDA expanded by nearly 55% over the prior year to $13.3 million based on strong revenue growth and growing operating leverage in the business

·
Adjusted EBITDA margin was 19.0% for second quarter 2018, which represents a 290 basis point expansion over the prior year period

Second Quarter 2018 – Business Highlights
·
Intermex began trading as a public company on July 27, 2018 following the closing of its acquisition by FinTech Acquisition Corp II

·
In May of 2018 Intermex recorded its first month with over 2 million transactions, which compares to May of 2015, when Intermex recorded its first month with over 1 million transactions.

MIAMI, Florida August 9, 2018: International Money Express, Inc. (NASDAQ: IMXI) (“Intermex” or the “Company”), a leading money transfer company focused on Latin America, today provided a Business Update on the second quarter results of Intermex Holdings, Inc. and its subsidiaries and will host a conference call to discuss results at 5:00pm ET.

Intermex generated revenue of $70.4 million in the second quarter, an increase of 31% over the prior year. Revenue growth was driven by volume growth in both Mexico and Guatemala.

The Company reported GAAP net income in the second quarter of $1.8 million compared to $1.3 million in the prior year period.

Adjusted EBITDA in the second quarter of 2018 grew nearly 55% over the comparable period in the prior year to $13.3 million driven by volume growth coupled with the higher foreign exchange income and operating efficiency. This strong performance represents an Adjusted EBITDA margin of 19.0%, which was up 290 basis points over the same period a year ago.

Intermex President, Chairman and Chief Executive Officer Robert Lisy commented “Intermex is uniquely positioned to grow in the large and expanding $82 billion US to Latin America money transfer market. Our second quarter results represent our ability as a company to continue our growth well above market levels, as well as leverage our scale and drive profitability for our shareholders.”
 

Market Highlights
Year-to-date as of June 30, based on industry data, Intermex has delivered 45% of the total growth in US to Mexico remittance volume, and 58% of the total growth in US to Guatemala remittance volume.
 
Non-GAAP Measures
For the Company, Adjusted EBITDA is one of the primary metrics used by management to evaluate the financial performance of our business. We present Adjusted EBITDA because we believe it is frequently used by analysts, investors and other interested parties to evaluate companies in our industry. Further, we believe it is helpful in highlighting trends in our operating results, because it excludes, among other things, certain results of decisions that are outside the control of management, while other measures can differ significantly depending on long-term strategic decisions regarding capital structure, the jurisdictions in which we operate and capital investments.
 
Adjusted EBITDA is defined as net income (loss) before depreciation and amortization, interest expense, income taxes, and also adjusted to add back certain charges and expenses, such as transaction costs and non-cash compensation costs, as these charges and expenses are not considered a part of our core business operations and are not an indicator of ongoing, future company performance.
 
Adjusted EBITDA is a non-GAAP financial measure and should not be considered as an alternative to operating income or net income as a measure of operating performance or cash flows or as a measure of liquidity. Non-GAAP financial measures are not necessarily calculated the same way by different companies and should not be considered a substitute for or superior to GAAP.
 
A reconciliation of Net income (loss) to Adjusted EBITDA is available in the enclosed exhibits.

Investor and Analyst Conference Call / Presentation
Intermex will host a conference call and webcast presentation at 5:00 p.m. Eastern Time today. The conference call can be heard by dialing: 1-877-423-9813 (U.S.) or1-201-689-8573 (outside the U.S.) ten minutes prior to the start of the call.

The conference call and accompanying slides will be available via webcast at https://investors.intermexonline.com.  Registration for the event is required, so please register at least five minutes prior to the scheduled start time.

A webcast replay will be available approximately 2-4 hours after the conference call at https://investors.intermexonline.com/.
 

Safe Harbor Compliance Statement for Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All of these forward-looking statements are based on our current expectations, assumptions, estimates and projections. While we believe these expectations, assumptions, estimates and projections are reasonable, such forward-looking statements are only predictions and involve known and unknown risks and uncertainties, many of which are beyond our control. These and other important factors may cause our actual results, performance or achievements to differ materially from any future results, performance or achievements expressed or implied by these forward-looking statements, or could affect our share price. Some of the factors that could cause actual results to differ materially from those expressed or implied by the forward-looking statements include among other things, competition in the markets in which we operate; our ability to maintain agent relationships on terms consistent with those currently in place; our ability to maintain banking relationships necessary for us to conduct our business; credit risks from our agents and the financial institutions with which we do business; bank failures, sustained financial market illiquidity, or illiquidity at our clearing, cash management or custodial financial institutions; new technology or competitors that disrupt the current ecosystem; disruptions to our information technology, computer network systems and data centers; our success in developing and introducing new products, services and infrastructure; customer confidence in our brand and in consumer money transfers generally; our ability to maintain compliance with the regulatory requirements of the jurisdictions in which we operate or plan to operate; international political factors or implementation of tariffs, border taxes or restrictions on remittances or transfers of money out of the United States; changes in tax laws and unfavorable outcomes of tax positions we take; political instability, currency restrictions and devaluation in countries in which we operate or plan to operate; weakness in U.S. or international economic conditions; change or disruption in international migration patterns; our ability to protect our brand and intellectual property rights; our ability to retain key personnel; and other factors described in the “Risk Factors” section in periodic reports we file with the Securities and Exchange Commission. All statements other than statements of historical fact included in this press release are forward-looking statements including, but not limited to, expected financial outlook for the remainder of 2018. Any forward-looking statement that we make in this press release speaks only as of August 9, 2018. We undertake no obligation to update or revise, or to publicly announce any update or revision to, any of the forward-looking statements made herein, whether as a result of new information, future events or otherwise.

About International Money Express, Inc.
At International Money Express, Inc. (NASDAQ: IMXI), the customer is at the center of everything we do.  We use proprietary technology that enables consumers to send money from the United States to Latin America and the Caribbean, including Mexico and Guatemala.  We offer the electronic movement of money and data to our customers through our network of sending and paying agents located in all 50 states, the District of Columbia and Puerto Rico, and throughout Latin America and the Caribbean.  Our services are also available digitally through intermexonline.com.  Founded in 1994 and are headquartered in Miami, Florida with offices in Puebla, Mexico, and Guatemala City, Guatemala.

Investor Relations
Sloan Bohlen
investors@intermexonline.com
 

International Money Express, Inc.
 
CONDENSED CONSOLIDATED BALANCE SHEETS
 
   
Successor Company
 
   
June 30,
2018
   
December 31,
2017
 
ASSETS
 
(Unaudited)
       
Current assets:
           
Cash
 
$
61,335,968
   
$
59,155,618
 
Accounts receivable, net of allowance of $456,985 and $307,562, respectively
   
55,803,921
     
51,374,377
 
Prepaid wires
   
14,226,586
     
7,675,491
 
Other prepaid expenses and current assets
   
1,725,205
     
900,386
 
Total current assets
   
133,091,680
     
119,105,872
 
 
               
Property and equipment, net
   
9,245,656
     
8,490,794
 
Goodwill
   
36,259,666
     
36,259,666
 
Intangible assets, net
   
42,503,932
     
48,741,032
 
Deferred tax asset, net
   
2,779,388
     
1,748,854
 
Other assets
   
900,962
     
1,706,693
 
Total assets
 
$
224,781,284
   
$
216,052,911
 
                 
LIABILITIES AND STOCKHOLDER'S EQUITY
               
Current liabilities:
               
Current portion of long-term debt, net
 
$
4,078,627
   
$
3,913,436
 
Accounts payable
   
10,862,718
     
8,919,796
 
Wire transfers and money orders payable
   
49,879,419
     
48,276,649
 
Accrued and other
   
16,656,126
     
11,514,449
 
Total current liabilities
   
81,476,890
     
72,624,330
 
                 
Long term liabilities:
               
Debt, net
   
105,400,196
     
107,526,462
 
Total long term liabilities
   
105,400,196
     
107,526,462
 
                 
Total stockholder's equity
   
37,904,198
     
35,902,119
 
Total liabilities and stockholder's equity
 
$
224,781,284
   
$
216,052,911
 
 

CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

   
Successor Company
   
Predecessor
Company
 
   
Three Months
Ended June 30,
   
Six Months
Ended June 30,
   
Period from
February 1, 2017
to June 30,
   
Period from
January 1, 2017
to January 31,
 
   
2018
   
2017
   
2018
   
2017
   
2017
 
   
(Unaudited)
       
Revenues:
                             
Total revenues
 
$
70,379,391
   
$
53,777,344
   
$
126,335,424
   
$
85,377,828
   
$
14,425,343
 
                                         
Operating expenses:
                                       
Service charges from agents and banks
   
46,323,264
     
35,995,569
     
84,259,931
     
56,761,860
     
9,440,774
 
Salaries and benefits
   
7,441,220
     
5,877,726
     
13,673,403
     
10,411,401
     
4,530,308
 
Other selling, general and administrative expenses
   
4,183,193
     
3,737,922
     
8,183,517
     
6,236,771
     
1,063,379
 
Transaction costs
   
2,553,301
     
2,000
     
4,014,311
     
6,212,602
     
3,917,188
 
Depreciation and amortization
   
3,818,126
     
4,526,650
     
7,607,374
     
7,503,944
     
381,746
 
Total operating expenses
   
64,319,104
     
50,139,867
     
117,738,536
     
87,126,578
     
19,333,395
 
                                         
Operating income (loss)
   
6,060,287
     
3,637,477
     
8,596,888
     
(1,748,750
)
   
(4,908,052
)
                                         
Interest expense
   
3,392,043
     
2,120,240
     
6,675,933
     
3,494,828
     
613,742
 
                                         
Income (loss) before income taxes
   
2,668,244
     
1,517,237
     
1,920,955
     
(5,243,578
)
   
(5,521,794
)
                                         
Income tax provision (benefit)
   
823,889
     
243,754
     
616,372
     
1,244,206
     
(2,203,373
)
                                         
Net income (loss)
 
$
1,844,355
   
$
1,273,483
   
$
1,304,583
   
$
(6,487,784
)
 
$
(3,318,421
)
 

Reconciliation from GAAP Net income (loss) to Adjusted EBITDA

   
Successor Company
   
Predecessor
Company
 
   
Three Months
Ended June 30,
   
Six Months
Ended June 30,
   
Period from
February 1, 2017
to June 30,
   
Period from
January 1, 2017
to January 31,
 
   
2018
   
2017
   
2018
   
2017
   
2017
 
   
(Unaudited)
       
                               
                               
Net income (loss)
 
$
1,844,355
   
$
1,273,483
   
$
1,304,583
   
$
(6,487,784
)
 
$
(3,318,421
)
                                         
Adjusted for:
                                       
Interest expense
   
3,392,043
     
2,120,240
     
6,675,933
     
3,494,828
     
613,742
 
Tax expense
   
823,889
     
243,754
     
616,372
     
1,244,206
     
(2,203,373
)
Depreciation and amortization
   
3,818,126
     
4,526,650
     
7,607,374
     
7,503,944
     
381,746
 
EBITDA
   
9,878,413
     
8,164,127
     
16,204,262
     
5,755,194
     
(4,526,306
)
Transaction costs
   
2,553,301
     
2,000
     
4,014,311
     
6,212,602
     
3,917,188
 
Incentive units plan
   
484,805
     
217,756
     
712,597
     
1,247,215
     
-
 
Change in control adjustment for stock options
   
-
     
-
     
-
     
-
     
2,812,919
 
Management fee
   
195,000
     
195,000
     
390,000
     
325,000
     
-
 
TCPA settlement
   
-
     
-
     
191,500
     
-
     
-
 
Transition expenses
   
191,675
     
-
     
347,909
     
-
     
-
 
Other charges and expenses
   
37,380
     
50,150
     
308,444
     
70,000
     
105,314
 
Adjusted EBITDA
 
$
13,340,574
   
$
8,629,033
   
$
22,169,023
   
$
13,610,011
   
$
2,309,115