International Money Express, Inc. (NASDAQ:IMXI) Q1 2022 Earnings Conference Call May 4, 2022 9:00 AM ET Company Participants Mike Gallentine - Vice President, Investor Relations Bob Lisy - Chairman, Chief Executive Officer & President Andras Bende - Chief Financial Officer Randy Nilsen - Chief Revenue Officer Conference Call Participants David Scharf - JMP Securities Mark Palmer - BTIG Michael Grondahl - Northland Securities Alex Markgraff - KeyBanc Capital Markets Tim Chiodo - Credit Suisse Operator Greeti ...

PART I - FINANCIAL INFORMATION This section provides the unaudited financial statements and management's discussion of financial condition and results of operations [Item 1. Financial Statements (Unaudited)](index=5&type=section&id=Item%201.%20Financial%20Statements%20(Unaudited)) This section presents the unaudited condensed consolidated financial statements for Q1 2022, highlighting a 21.2% revenue increase to $114.7 million and a 29.8% net income increase to $11.7 million, along with detailed accounting notes [Condensed Consolidated Financial Statements](index=5&type=section&id=Condensed%20Consolidated%20Financial%20Statements) The company's financial position strengthened as of March 31, 2022, with total assets increasing to $349.7 million, driving net income up to $11.7 million, and improving cash flow from operations to a $33.3 million inflow | Financial Metric | March 31, 2022 (in thousands) | December 31, 2021 (in thousands) | | :--- | :--- | :--- | | **Assets** | | | | Total current assets | $265,220 | $263,545 | | Total assets | $349,688 | $340,536 | | **Liabilities & Equity** | | | | Total current liabilities | $113,732 | $116,859 | | Total liabilities | $196,954 | $197,496 | | Total stockholders' equity | $152,734 | $143,040 | | Income Statement Item | Three Months Ended Mar 31, 2022 (in thousands) | Three Months Ended Mar 31, 2021 (in thousands) | | :--- | :--- | :--- | | Total revenues | $114,666 | $94,577 | | Operating income | $17,111 | $13,490 | | Net income | $11,654 | $8,977 | | Earnings per share (Basic and Diluted) | $0.30 | $0.23 | | Cash Flow Activity | Three Months Ended Mar 31, 2022 (in thousands) | Three Months Ended Mar 31, 2021 (in thousands) | | :--- | :--- | :--- | | Net cash provided by (used in) operating activities | $33,284 | $(32,406) | | Net cash used in investing activities | $(4,316) | $(1,930) | | Net cash (used in) provided by financing activities | $(4,434) | $14,519 | | Net increase (decrease) in cash | $24,763 | $(19,820) | [Notes to Condensed Consolidated Financial Statements](index=10&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) These notes detail accounting policies, the company's money transmission business, the acquisition of La Nacional, adoption of ASC 842, debt structure, and a $40 million stock repurchase program - The company operates as a money transmitter from the U.S. and Canada to Latin America, Africa, and Asia through a network of agents and company-operated stores[22](index=22&type=chunk) - On March 16, 2022, the company entered into a definitive agreement to acquire Envios de Valores La Nacional Corp. and LAN Holdings, Corp., with the transaction expected to close in Q3 2022[28](index=28&type=chunk) - The company adopted the new lease accounting standard, ASC 842, on January 1, 2022, resulting in the recognition of approximately **$5.6 million** in right-of-use assets and lease liabilities[29](index=29&type=chunk)[44](index=44&type=chunk) - In August 2021, the Board approved a **$40.0 million** stock repurchase program, under which the company purchased **224,388 shares** for an aggregate price of **$3.6 million** during Q1 2022[80](index=80&type=chunk)[81](index=81&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=25&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses Q1 2022 financial performance, highlighting strong growth in remittances and principal amount sent, along with analysis of revenue, expenses, non-GAAP measures, and liquidity [Overview and Key Factors](index=25&type=section&id=Overview%20and%20Key%20Factors) This section provides an overview of the company's money remittance business, key Q1 2022 performance metrics, the pending La Nacional acquisition, and significant influencing factors - The company is a leading omnichannel money remittance service primarily focused on the U.S. to Latin America and the Caribbean (LAC) corridor, with expansion to Africa and Asia[94](index=94&type=chunk) | Performance Metric | Q1 2022 | YoY Change | | :--- | :--- | :--- | | Principal Amount Sent | $4.4 billion | +29.6% | | Total Remittances Processed | 10.0 million | +19.7% | | Agent Network Growth (in Q1) | N/A | +2.1% | - On March 16, 2022, the company agreed to acquire Envios de Valores La Nacional Corp. and LAN Holdings, Corp., expanding its presence in the U.S., Canada, and Europe[101](index=101&type=chunk) [Results of Operations](index=33&type=section&id=Results%20of%20Operations) For the three months ended March 31, 2022, total revenues increased by 21.2% to $114.7 million, driven by a 21.1% increase in wire transfer fees and a 20.1% increase in foreign exchange gains, leading to a 29.8% rise in net income - Total revenues for Q1 2022 increased by **21.2%** year-over-year, from **$94.6 million** to **$114.7 million**[126](index=126&type=chunk) - Wire transfer and money order fees, net, grew by **21.1%** to **$98.0 million**, primarily due to a **19.7%** increase in transaction volume[127](index=127&type=chunk) - Net income for Q1 2022 was **$11.7 million**, a **29.8%** increase from **$9.0 million** in Q1 2021[135](index=135&type=chunk) [Non-GAAP Financial Measures](index=36&type=section&id=Non-GAAP%20Financial%20Measures) The company uses Adjusted Net Income, Adjusted Earnings per Share, and Adjusted EBITDA to evaluate performance, with Adjusted EBITDA growing 23.0% to $20.7 million in Q1 2022 | Reconciliation to Adjusted Net Income (in thousands) | Q1 2022 | Q1 2021 | | :--- | :--- | :--- | | Net Income | $11,654 | $8,977 | | Share-based compensation | $1,268 | $896 | | Amortization of intangibles | $972 | $1,262 | | Other charges and expenses | $141 | $117 | | Income tax benefit related to adjustments | $(667) | $(619) | | **Adjusted Net Income** | **$13,368** | **$10,633** | | Reconciliation to Adjusted EBITDA (in thousands) | Q1 2022 | Q1 2021 | | :--- | :--- | :--- | | Net Income | $11,654 | $8,977 | | Interest expense | $952 | $1,339 | | Income tax provision | $4,505 | $3,174 | | Depreciation and amortization | $2,183 | $2,335 | | **EBITDA** | **$19,294** | **$15,825** | | Share-based compensation | $1,268 | $896 | | Other charges and expenses | $141 | $117 | | **Adjusted EBITDA** | **$20,703** | **$16,838** | [Liquidity and Capital Resources](index=41&type=section&id=Liquidity%20and%20Capital%20Resources) The company's primary liquidity sources are cash from operations and its revolving credit facility, with total debt at $84.2 million and significant available borrowing capacity, supported by a $33.3 million net cash inflow from operating activities in Q1 2022 - The company's Amended and Restated Credit Agreement provides for a **$150.0 million** revolving credit facility and an **$87.5 million** term loan facility[157](index=157&type=chunk) - As of March 31, 2022, total debt was **$84.2 million**, with an additional **$220.0 million** available for borrowing[158](index=158&type=chunk) - Under its stock repurchase program, the company purchased **224,388 shares** for **$3.6 million** in Q1 2022, with **$30.8 million** remaining available for future repurchases[167](index=167&type=chunk) - Net cash provided by operating activities was **$33.3 million** for Q1 2022, compared to net cash used of **$32.4 million** in Q1 2021, an increase of **$65.7 million**[170](index=170&type=chunk) [Item 3. Quantitative and Qualitative Disclosures about Market Risk](index=47&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) The company is exposed to market risks, primarily from foreign currency fluctuations, interest rate changes on its variable-rate debt, and credit risk related to receivables and uninsured cash balances - The company faces foreign currency risk from transactions settled in local currencies, primarily Mexican pesos and Guatemalan quetzales, with open spot foreign exchange contracts amounting to approximately **$5.4 million** as of March 31, 2022[182](index=182&type=chunk) - The company is exposed to interest rate risk on its **$84.2 million** of variable-rate debt, where a hypothetical **1%** increase in interest rates would raise annual cash interest expense by approximately **$0.8 million**[188](index=188&type=chunk) - Credit risk exposure stems from receivable balances from sending agents and uninsured cash balances in foreign banks, with the provision for credit losses being **$0.4 million** for Q1 2022[189](index=189&type=chunk)[190](index=190&type=chunk)[191](index=191&type=chunk) [Item 4. Controls and Procedures](index=49&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that the company's disclosure controls and procedures were effective as of March 31, 2022, with no material changes in internal control over financial reporting during the quarter - The Chief Executive Officer and Chief Financial Officer concluded that the company's disclosure controls and procedures were effective as of March 31, 2022[195](index=195&type=chunk) - There were no changes in internal control over financial reporting during the quarter that have materially affected, or are reasonably likely to materially affect, internal controls[196](index=196&type=chunk) PART II - OTHER INFORMATION This section covers legal proceedings, risk factors, equity security sales, and other required disclosures [Item 1. Legal Proceedings](index=50&type=section&id=Item%201.%20Legal%20Proceedings) The company is subject to various legal claims in the ordinary course of business but does not expect them to have a material adverse effect on its financial condition or results of operations - The company is subject to various legal claims in the ordinary course of business but does not expect them to have a material and adverse effect on its business or financial condition[198](index=198&type=chunk) [Item 1A. Risk Factors](index=50&type=section&id=Item%201A.%20Risk%20Factors) There have been no material changes to the principal risk factors affecting the company from those disclosed in its Annual Report on Form 10-K for the year ended December 31, 2021 - No material changes have occurred to the risk factors previously disclosed in the Annual Report on Form 10-K for the year ended December 31, 2021[200](index=200&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=50&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) This section provides details on the company's common stock repurchases during the first quarter of 2022, under a publicly announced program authorizing up to $40.0 million in repurchases | Period (2022) | Total Shares Purchased | Average Price Paid per Share | Shares Purchased as Part of Program | | :--- | :--- | :--- | :--- | | January | 93,013 | $16.13 | 93,013 | | February | 89,949 | $15.88 | 89,739 | | March | 58,853 | $16.90 | 41,636 | | **Total** | **241,815** | | **224,388** | - The stock repurchase program, approved in August 2021, authorizes the company to purchase up to **$40.0 million** of its outstanding common stock and has no expiration date[204](index=204&type=chunk) [Other Items (3, 4, 5, 6)](index=50&type=section&id=Other%20Items%20(3,%204,%205,%206)) The report indicates no defaults upon senior securities (Item 3), mine safety disclosures are not applicable (Item 4), and no other information to report (Item 5), with Item 6 listing the exhibits filed with the Form 10-Q - Item 3 (Defaults Upon Senior Securities), Item 4 (Mine Safety Disclosures), and Item 5 (Other Information) are reported as 'None' or 'Not applicable'[202](index=202&type=chunk)[203](index=203&type=chunk)[204](index=204&type=chunk) - Item 6 lists the exhibits filed with the report, including Sarbanes-Oxley certifications and Inline XBRL documents[205](index=205&type=chunk)

(Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: December 31, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ____________ to Commission File No. 001-37986 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K INTERNATIONAL MONEY EXPRESS, INC. (Exact name of registrant as specified in its charter) Delaware 47-4219082 (State ...

Financial Data and Key Metrics Changes - Revenue for Q4 2021 was $127 million, a 28% increase compared to Q4 2020; full year revenue reached $459 million, up 29% year-over-year [8][31] - Net income for Q4 2021 was $13 million, a 37% increase; full year net income was $47 million, a 39% increase [8][31] - Adjusted net income for Q4 2021 was $16 million, up 36%; for the full year, adjusted net income was $57 million, a 36% increase [8][31] - Adjusted EBITDA for Q4 2021 was $24 million, a 27% increase; for the full year, adjusted EBITDA was $87 million, also a 27% increase [8][31] Business Line Data and Key Metrics Changes - Digital transactions initiated increased by 96% year-over-year, with 24% of transactions processed digitally [19][27] - Transactions deposited directly into bank accounts increased by 44% compared to the prior year [20] - The card product category, including Card Direct and Payroll MasterCard, is expected to contribute significantly to future revenue and profitability [20][36] Market Data and Key Metrics Changes - Market share in core markets (Mexico, Guatemala, El Salvador, and Honduras) increased to 21% [17] - Emerging markets such as the Dominican Republic, Ecuador, and Nicaragua saw a 32% increase in transactions compared to Q4 2020 [18] Company Strategy and Development Direction - The company focuses on a high-quality omnichannel customer strategy, utilizing proprietary software to enhance service delivery [10][22] - Investments in IT enhancements and the launch of the new Intermex Direct agency software are aimed at improving agent productivity and customer service [12][36] - The company plans to continue expanding its agent base, particularly in underrepresented markets, to drive growth [28][70] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in the company's ability to grow market share and revenue in 2022, expecting double-digit increases in key financial metrics [22][36] - The company anticipates that the growth in remittance sizes may not be as strong as in previous years, but any increase would serve as a tailwind [41] - Management highlighted the importance of maintaining a strong compliance culture and investing in technology to support growth [12][36] Other Important Information - The company generated $47.6 million in net free cash in 2021, a 26% increase from 2020, converting 55% of adjusted EBITDA to net free cash [33] - Intermex repurchased approximately 271,000 shares for $4.4 million in Q4 2021, totaling 342,000 shares for $5.6 million for the year [34][35] Q&A Session Summary Question: Trends in average remittance size and guidance for 2022 - Management expects minimal growth in remittance sizes for 2022, having tapered back expectations from the previous year [41] Question: Update on Card Direct initiative and sales efforts - A team of eight salespeople is actively working with employers, with around 35 employers currently engaged [42] Question: Competitive dynamics in the remittance space - Management noted that larger companies have vacated the retail market, allowing Intermex to gain market share through value-added services [46][48] Question: M&A opportunities and cash position - Management is optimistic about potential M&A activity in 2022, seeing more opportunities as market conditions change [54] Question: Customer growth expectations for 2022 - Management anticipates a conservative approach to customer growth, expecting it to be lower than the previous year due to high growth rates in 2021 [61] Question: Update on agent growth and backlog - Management clarified that they do not have a backlog of agent requests but are actively seeking out agents in specific markets [68] Question: Insights on Mexico and Guatemala markets - Management sees continued strong performance in these markets, with opportunities for growth particularly in Western states [70] Question: Growth algorithm for 2022 - The growth will primarily come from retail, with new agent locations and maturing existing locations contributing significantly [74][76]

Fourth Quarter 2021 Earnings Presentation March 7, 2022 Safe Harbor Statement / Non-GAAP Financial Measures This press release contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, as amended, which reflect our current views concerning certain events that are not historical facts but could affect our future performance, including but without limitation, statements regarding our plans, objectives, financial performance, business strategies, projecte ...

International Money Express, Inc. (NASDAQ:IMXI) Q3 2021 Earnings Conference Call November 3, 2021 9:00 AM ET Company Participants Michael Gallentine – VP of IR Robert Lisy – Chairman, President & CEO Andras Q. Bende – CFO Randall D. Nilsen – Chief Revenue Officer Conference Call Participants David Scharf - JMP Securities Mark Palmer - BTIG Timothy Chiodo - Credit Suisse Alexander Markgraff - KeyBanc Capital Markets Michael Grondahl - Northland Capital Operator Greetings. Welcome to the International Money E ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-37986 INTERNATIONAL MONEY EXPRESS, INC. (Exact name of registrant as specified in its charter) (State or other jurisdiction of ...

International Money Express, Inc. (NASDAQ:IMXI) Q2 2021 Earnings Conference Call August 4, 2021 9:00 AM ET Company Participants Mike Gallentine – Vice President of Investor Relations Bob Lisy – Chairman, Chief Executive Officer and President Andras Bende – Chief Financial Officer Conference Call Participants David Scharf – JMP Securities Timothy Chiodo – Credit Suisse Mike Grondahl – Northland Securities Operator Thank you for standing by. This is the conference operator. Welcome to the International Money ...

Cover Page Information [Registrant Information](index=1&type=section&id=Registrant%20Information) International Money Express, Inc. is identified as the Delaware-incorporated registrant with principal offices in Miami, Florida - Registrant: **International Money Express, Inc.**[1](index=1&type=chunk) - Jurisdiction of incorporation: **Delaware**[5](index=5&type=chunk) - Principal Executive Offices: **Miami, Florida**[2](index=2&type=chunk) [Securities Information](index=1&type=section&id=Securities%20Information) The company's common stock ($0.0001 par value) trades on the Nasdaq Capital Market under the symbol IMXI Securities Information | Title of each class | Trading Symbol(s) | Name of each exchange on which registered | | :------------------ | :---------------- | :---------------------------------------- | | Common stock ($0.0001 par value) | IMXI | Nasdaq Capital Market | [Filing Status](index=1&type=section&id=Filing%20Status) The registrant is an **Accelerated Filer** and **Emerging Growth Company**, having filed all required reports electronically - The registrant has filed all required reports and submitted Interactive Data Files electronically during the preceding **12 months**[3](index=3&type=chunk) - Filing status: **Accelerated Filer** and **Emerging Growth Company**[3](index=3&type=chunk) [Shares Outstanding](index=2&type=section&id=Shares%20Outstanding) As of July 30, 2021, **38,593,052** shares of common stock were outstanding - As of July 30, 2021, **38,593,052** shares of common stock ($0.0001 par value) were outstanding[6](index=6&type=chunk) [SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS](index=4&type=section&id=SPECIAL%20NOTE%20REGARDING%20FORWARD-LOOKING%20STATEMENTS) This report contains forward-looking statements subject to risks like **COVID-19**, competition, and regulatory compliance - The report contains forward-looking statements reflecting current views, subject to risks and uncertainties that could cause actual results to differ materially[11](index=11&type=chunk)[12](index=12&type=chunk) - Key risk factors include: changes in applicable laws or regulations, factors relating to business operations and financial performance (e.g., **COVID-19 pandemic**, competition, foreign exchange rates, cyber-attacks, agent relationships, credit risks, bank failures, new technology, debt obligations, interest rate risk from LIBOR elimination, product development, customer confidence, regulatory compliance, international political factors, U.S. tax laws, political instability, consumer fraud, economic conditions, immigration laws, brand and intellectual property protection, key personnel retention)[14](index=14&type=chunk) - These risks are also described in the 'Risk Factors' and 'Management's Discussion and Analysis of Financial Condition and Results of Operations' sections of the Annual Report on Form 10-K for the year ended **December 31, 2020**[14](index=14&type=chunk) PART 1 - FINANCIAL INFORMATION [Item 1. Financial Statements (Unaudited)](index=6&type=section&id=Item%201.%20Financial%20Statements%20(Unaudited)) Unaudited condensed consolidated financial statements, including Balance Sheets, Statements of Operations, Equity, and Cash Flows, are presented - The condensed consolidated financial statements are unaudited and prepared in accordance with **GAAP**[32](index=32&type=chunk)[33](index=33&type=chunk) - Interim results are not necessarily indicative of the results that may be reported for the entire year[33](index=33&type=chunk) [Condensed Consolidated Balance Sheets](index=6&type=section&id=Condensed%20Consolidated%20Balance%20Sheets%20as%20of%20June%2030%2C%202021%20and%20December%2031%2C%202020) This table presents the condensed consolidated balance sheets as of **June 30, 2021**, and **December 31, 2020** Condensed Consolidated Balance Sheets (in thousands) | Metric | June 30, 2021 | December 31, 2020 | | :-------------------------------- | :------------ | :---------------- | | Total assets | $302,423 | $259,473 | | Cash | $139,716 | $74,907 | | Accounts receivable, net | $70,540 | $55,017 | | Total current assets | $229,698 | $186,726 | | Total liabilities | $181,247 | $165,212 | | Total stockholders' equity | $121,176 | $94,261 | [Condensed Consolidated Statements of Operations and Comprehensive Income](index=7&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations%20and%20Comprehensive%20Income%20for%20the%20Three%20and%20Six%20Months%20Ended%20June%2030%2C%202021%20and%202020) This table presents the condensed consolidated statements of operations and comprehensive income for the three and six months ended **June 30, 2021**, and **2020** Condensed Consolidated Statements of Operations and Comprehensive Income (in thousands, except for share data) | Metric | Three Months Ended June 30, 2021 | Three Months Ended June 30, 2020 | Six Months Ended June 30, 2021 | Six Months Ended June 30, 2020 | | :-------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Total revenues | $116,747 | $85,062 | $211,323 | $162,313 | | Operating income | $19,284 | $13,876 | $32,775 | $23,514 | | Net income | $13,227 | $8,978 | $22,204 | $14,666 | | Basic earnings per common share | $0.34 | $0.24 | $0.58 | $0.39 | | Diluted earnings per common share | $0.34 | $0.24 | $0.57 | $0.39 | [Condensed Consolidated Statements of Changes in Stockholders' Equity](index=8&type=section&id=Condensed%20Consolidated%20Statements%20of%20Changes%20in%20Stockholders%27%20Equity%20for%20the%20Three%20and%20Six%20Months%20Ended%20June%2030%2C%202021%20and%202020) This table presents the condensed consolidated statements of changes in stockholders' equity for the three and six months ended **June 30, 2021**, and **2020** Changes in Stockholders' Equity (in thousands) | Metric | Balance, December 31, 2020 | Net Income (6 months) | Issuance of common stock (6 months) | Share-based compensation (6 months) | Adjustment from foreign currency translation, net (6 months) | Balance, June 30, 2021 | | :----------------------- | :------------------------- | :-------------------- | :---------------------------------- | :---------------------------------- | :--------------------------------------------------------- | :--------------------- | | Common Stock (Amount) | $4 | $0 | $0 | $0 | $0 | $4 | | Additional Paid-in Capital | $59,310 | $0 | $2,429 | $2,270 | $0 | $64,009 | | Retained Earnings | $34,960 | $22,204 | $0 | $0 | $0 | $57,164 | | Accumulated Other Comprehensive Loss | $(13) | $0 | $0 | $0 | $12 | $(1) | | **Total Stockholders' Equity** | **$94,261** | **$22,204** | **$2,429** | **$2,270** | **$12** | **$121,176** | [Condensed Consolidated Statements of Cash Flows](index=10&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows%20for%20the%20Six%20Months%20Ended%20June%2030%2C%202021%20and%202020) This table presents the condensed consolidated statements of cash flows for the six months ended **June 30, 2021**, and **2020** Condensed Consolidated Statements of Cash Flows (in thousands) | Cash Flow Activity | Six Months Ended June 30, 2021 | Six Months Ended June 30, 2020 | | :-------------------------------- | :----------------------------- | :----------------------------- | | Net cash provided by operating activities | $70,290 | $21,473 | | Net cash used in investing activities | $(3,181) | $(1,591) | | Net cash used in financing activities | $(2,348) | $(3,830) | | Effect of exchange rate changes on cash | $48 | $(184) | | Net increase in cash | $64,809 | $15,868 | | Cash, beginning of period | $74,907 | $86,117 | | Cash, end of period | $139,716 | $101,985 | [Notes to Condensed Consolidated Financial Statements](index=12&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) [NOTE 1 – BUSINESS AND ACCOUNTING POLICIES](index=12&type=section&id=NOTE%201%20%E2%80%93%20BUSINESS%20AND%20ACCOUNTING%20POLICIES) This note describes the Company's money transmitter business, **COVID-19** impact, consolidation, and accounting policy evaluations - The Company operates as a money transmitter between the **United States** and **Canada** to **Mexico**, **Guatemala**, other countries in **Latin America**, **Africa**, and **Asia** through a network of authorized agents and **34** Company-operated stores[28](index=28&type=chunk) - The **COVID-19 pandemic**, including the **Delta variant**, continues to cause significant uncertainties, but the Company's operations have continued effectively without material adverse effects on customer service to date[29](index=29&type=chunk)[30](index=30&type=chunk) - Recent accounting guidance adopted on **January 1, 2021**, for Goodwill Impairment, Cloud Computing Arrangement Implementation Costs, and Income Taxes did not have a material impact on the condensed consolidated financial statements[34](index=34&type=chunk)[35](index=35&type=chunk)[36](index=36&type=chunk) - The Company is evaluating the impact of new guidance on Leases (Topic 842), to be adopted on **January 1, 2022**, and Financial Instruments – Credit Losses (Topic 326), to be adopted on **January 1, 2023**[37](index=37&type=chunk)[38](index=38&type=chunk) [NOTE 2 – REVENUES](index=14&type=section&id=NOTE%202%20%E2%80%93%20REVENUES) This note details revenue streams from wire transfer fees, money order fees, and foreign exchange gains, including loyalty program accounting Revenues (in thousands) | Revenue Type | Three Months Ended June 30, 2021 | Three Months Ended June 30, 2020 | Six Months Ended June 30, 2021 | Six Months Ended June 30, 2020 | | :------------------------------ | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Wire transfer and money order fees, net | $99,306 | $72,793 | $180,218 | $139,888 | | Foreign exchange gain, net | $16,655 | $11,660 | $29,703 | $21,214 | | Other income | $786 | $609 | $1,402 | $1,211 | | **Total revenues** | **$116,747** | **$85,062** | **$211,323** | **$162,313** | - The Company has a loyalty program where customers earn points for wire transfers, redeemable for discounted fees or favorable exchange rates, with revenue deferred until redemption or expiration[40](index=40&type=chunk) - For substantially all revenues, the Company acts as a principal and reports revenue on a gross basis, controlling the service and being primarily responsible for fulfilling customer contracts[42](index=42&type=chunk) [NOTE 3 – ACCOUNTS RECEIVABLE AND NOTES RECEIVABLE, NET OF ALLOWANCE](index=16&type=section&id=NOTE%203%20%E2%80%93%20ACCOUNTS%20RECEIVABLE%20AND%20NOTES%20RECEIVABLE%2C%20NET%20OF%20ALLOWANCE) This note details accounts and notes receivable from sending agents, net of allowances for credit losses, which remained stable at approximately **$2.0 million** Accounts Receivable, Net (in thousands) | Metric | June 30, 2021 | December 31, 2020 | | :------------------------ | :------------ | :---------------- | | Accounts receivable | $72,026 | $56,520 | | Allowance for credit losses | $(1,486) | $(1,503) | | **Accounts receivable, net** | **$70,540** | **$55,017** | Allowance for Credit Losses (in thousands) | Metric | Six Months Ended June 30, 2021 | Six Months Ended June 30, 2020 | | :------------------------ | :----------------------------- | :----------------------------- | | Beginning balance | $2,042 | $1,236 | | Provision | $667 | $1,101 | | Charge-offs | $(888) | $(1,186) | | Recoveries | $207 | $199 | | **Ending Balance** | **$2,028** | **$1,350** | - Notes receivable, net, from sending agents totaled **$415 thousand** (current) and **$594 thousand** (long-term) at **June 30, 2021**, with interest rates ranging from **0%** to **16%** per annum, and **$1.6 million** collateralized by personal guarantees and business assets[44](index=44&type=chunk) [NOTE 4 – PREPAID EXPENSES AND OTHER CURRENT ASSETS](index=17&type=section&id=NOTE%204%20%E2%80%93%20PREPAID%20EXPENSES%20AND%20OTHER%20CURRENT%20ASSETS) This note outlines prepaid expenses and other current assets, which increased to **$5.0 million** at **June 30, 2021**, from **$3.5 million** at **December 31, 2020** Prepaid Expenses and Other Current Assets (in thousands) | Metric | June 30, 2021 | December 31, 2020 | | :-------------------------------- | :------------ | :---------------- | | Prepaid insurance | $297 | $465 | | Prepaid fees and services | $1,230 | $1,452 | | Notes receivable, net of allowance | $415 | $466 | | Assets pending settlement | $229 | $218 | | Prepaid income taxes | $1,861 | $103 | | Prepaid expenses and current assets - other | $953 | $817 | | **Total** | **$4,985** | **$3,521** | [NOTE 5 – GOODWILL AND INTANGIBLE ASSETS](index=17&type=section&id=NOTE%205%20%E2%80%93%20GOODWILL%20AND%20INTANGIBLE%20ASSETS) This note details goodwill and intangible assets, with goodwill constant at **$36.3 million** and net intangibles decreasing to **$17.9 million** due to amortization Goodwill and Intangible Assets (in thousands) | Metric | December 31, 2020 | Amortization Expense | June 30, 2021 | | :---------------- | :------------------ | :------------------- | :------------ | | Goodwill | $36,260 | $0 | $36,260 | | Intangibles | $20,430 | $(2,580) | $17,850 | - Intangible assets (agent relationships, trade name, developed technology) are amortized over **15 years** using an accelerated method, while other intangible assets (Company-operated stores) are amortized straight-line over **10 years**[49](index=49&type=chunk) - No impairment charges were recognized during the three and six months ended **June 30, 2021**[49](index=49&type=chunk) [NOTE 6 – WIRE TRANSFERS AND MONEY ORDERS PAYABLE, NET](index=18&type=section&id=NOTE%206%20%E2%80%93%20WIRE%20TRANSFERS%20AND%20MONEY%20ORDERS%20PAYABLE%2C%20NET) This note breaks down wire transfers and money orders payable, net, which increased to **$55.0 million** at **June 30, 2021**, from **$41.7 million** at **December 31, 2020** Wire Transfers and Money Orders Payable, Net (in thousands) | Metric | June 30, 2021 | December 31, 2020 | | :-------------------------------- | :------------ | :---------------- | | Wire transfers payable, net | $22,436 | $11,806 | | Customer voided wires payable | $15,180 | $13,374 | | Money orders payable | $17,366 | $16,566 | | **Total** | **$54,982** | **$41,746** | - Customer voided wires payable primarily consist of unclaimed funds from uncollected wire transfers, subject to state unclaimed property laws with abandonment periods ranging from three to seven years[51](index=51&type=chunk) [NOTE 7 – ACCRUED AND OTHER LIABILITIES](index=18&type=section&id=NOTE%207%20%E2%80%93%20ACCRUED%20AND%20OTHER%20LIABILITIES) This note details accrued and other liabilities, which increased to **$25.8 million** at **June 30, 2021**, from **$22.4 million** at **December 31, 2020** Accrued and Other Liabilities (in thousands) | Metric | June 30, 2021 | December 31, 2020 | | :-------------------------------- | :------------ | :---------------- | | Commissions payable to sending agents | $14,566 | $12,500 | | Accrued salaries and benefits | $3,248 | $2,957 | | Accrued bank charges | $1,602 | $1,170 | | Deferred revenue loyalty program | $2,944 | $2,750 | | **Total** | **$25,822** | **$22,380** | - The deferred revenue loyalty program liability increased from **$2.75 million** at **December 31, 2020**, to **$2.94 million** at **June 30, 2021**, with **$1.04 million** deferred and **$0.84 million** recognized during the period[52](index=52&type=chunk) [NOTE 8 – DEBT](index=18&type=section&id=NOTE%208%20%E2%80%93%20DEBT) This note describes the Company's debt structure, including a refinanced **$150 million** revolving credit facility and an **$87.5 million** term loan facility maturing in **June 2026** Debt (in thousands) | Metric | June 30, 2021 | December 31, 2020 | | :------------------------ | :------------ | :---------------- | | Term loan facility | $87,500 | $89,383 | | Less: Current portion of long-term debt | $(3,882) | $(7,044) | | Less: Debt origination costs | $(2,466) | $(1,760) | | **Debt, net** | **$81,152** | **$80,579** | - On **June 24, 2021**, the Company entered into an Amended and Restated Credit Agreement (A&R Credit Agreement) providing a **$150 million** revolving credit facility and an **$87.5 million** term loan facility, with a maturity date of **June 24, 2026**[55](index=55&type=chunk) - Interest on the term loan and revolving credit facility is determined by reference to **LIBOR** or a 'base rate' plus an applicable margin (**2.50%-3.00%** for **LIBOR**, **1.50%-2.00%** for base rate), with effective interest rates for the six months ended **June 30, 2021**, of **5.19%** for the term loan and **0.98%** for the revolving credit facility[57](index=57&type=chunk) - The A&R Credit Agreement requires maintaining a quarterly minimum fixed charge coverage ratio of **1.25:1.00** and a maximum consolidated leverage ratio of **3.25:1.00**[59](index=59&type=chunk) [NOTE 9 – FAIR VALUE MEASUREMENTS](index=21&type=section&id=NOTE%209%20%E2%80%93%20FAIR%20VALUE%20MEASUREMENTS) This note explains the Company's fair value measurements, adhering to a three-level hierarchy, with most financial assets and liabilities approximating fair value - Fair value is defined as an exit price and measured using a three-level hierarchy: Level 1 (quoted market prices), Level 2 (observable inputs other than quoted prices), and Level 3 (unobservable inputs)[62](index=62&type=chunk) - Goodwill and intangible assets are non-financial assets measured at fair value on a nonrecurring basis, utilizing **Level 3** inputs[63](index=63&type=chunk) - Cash balances, accounts receivable, prepaid wires, accounts payable, and wire transfers/money orders payable are carried at amortized cost, which approximates their fair values due to short turnover[64](index=64&type=chunk) - The fair value of the term loan facility and revolving credit facility approximates their book value, estimated by discounting future cash flows using current market interest rates[65](index=65&type=chunk) [NOTE 10 – SHARE-BASED COMPENSATION](index=21&type=section&id=NOTE%2010%20%E2%80%93%20SHARE-BASED%20COMPENSATION) This note details share-based compensation plans, with **$2.3 million** recognized for the six months ended **June 30, 2021**, and **$11.3 million** unrecognized expense - The **2020 Omnibus Equity Compensation Plan** has **3.4 million** shares available for issuance, with **2.6 million** remaining as of **June 30, 2021**[66](index=66&type=chunk) Share-Based Compensation Expense (in thousands) | Award Type | Three Months Ended June 30, 2021 | Three Months Ended June 30, 2020 | Six Months Ended June 30, 2021 | Six Months Ended June 30, 2020 | | :------------------------ | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Stock Options | $600 | $600 | $1,300 | $1,200 | | RSUs | $300 | $100 | $500 | $200 | | RSAs | $78 | $0 | $101 | $0 | | PSUs | $200 | $0 | $300 | $0 | | **Total** | **$1,178** | **$700** | **$2,201** | **$1,400** | - Unrecognized compensation expense as of **June 30, 2021**: - Stock options: approximately **$4.5 million** (weighted-average period of **1.6 years**)[68](index=68&type=chunk) - RSUs: approximately **$3.5 million** (weighted-average period of **2.1 years**)[71](index=71&type=chunk) - RSAs: approximately **$1.1 million** (weighted-average period of **2.3 years**)[73](index=73&type=chunk) - PSUs: approximately **$2.2 million** (weighted-average period of **2.5 years**)[76](index=76&type=chunk) [NOTE 11 – EARNINGS PER SHARE](index=24&type=section&id=NOTE%2011%20%E2%80%93%20EARNINGS%20PER%20SHARE) This note presents basic and diluted earnings per share calculations, showing significant year-over-year increases due to higher net income Earnings Per Common Share | Metric | Three Months Ended June 30, 2021 | Three Months Ended June 30, 2020 | Six Months Ended June 30, 2021 | Six Months Ended June 30, 2020 | | :-------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Net income for basic and diluted EPS | $13,227 | $8,978 | $22,204 | $14,666 | | Weighted-average common shares outstanding – basic | 38,433,748 | 38,035,279 | 38,336,977 | 38,035,146 | | Weighted-average common shares outstanding – diluted | 39,027,414 | 38,047,792 | 38,937,699 | 38,043,233 | | **Earnings per common share – basic** | **$0.34** | **$0.24** | **$0.58** | **$0.39** | | **Earnings per common share – diluted** | **$0.34** | **$0.24** | **$0.57** | **$0.39** | - As of **June 30, 2021**, **0.6 million** options and **53,864 RSUs** were excluded from the diluted EPS calculation because their inclusion would be anti-dilutive[80](index=80&type=chunk) [NOTE 12 – INCOME TAXES](index=25&type=section&id=NOTE%2012%20%E2%80%93%20INCOME%20TAXES) This note reconciles the income tax provision, highlighting the impact of state taxes, foreign rates, and non-deductible expenses Income Tax Provision (in thousands, except for tax rates) | Metric | Three Months Ended June 30, 2021 | Three Months Ended June 30, 2020 | Six Months Ended June 30, 2021 | Six Months Ended June 30, 2020 | | :-------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Income before income taxes | $18,030 | $12,243 | $30,181 | $20,011 | | U.S statutory tax rate | 21% | 21% | 21% | 21% | | **Total tax provision** | **$4,803** | **$3,265** | **$7,977** | **$5,345** | - The effective income tax rate is influenced by state taxes, non-deductible expenses, share-based compensation, and foreign tax rates[83](index=83&type=chunk) - No valuation allowance was required on U.S. federal or state deferred tax assets, but one was recorded for **Canadian** net operating loss carryforwards[120](index=120&type=chunk) - The **CARES Act** did not have a material effect on the Company's annual effective tax rate or income tax provision for the periods presented[85](index=85&type=chunk) [NOTE 13 – COMMITMENTS AND CONTINGENCIES](index=26&type=section&id=NOTE%2013%20%E2%80%93%20COMMITMENTS%20AND%20CONTINGENCIES) This note outlines operating lease commitments totaling **$4.6 million** and discusses legal and regulatory matters not expected to have a material adverse effect Future Minimum Rental Payments Under Operating Leases (in thousands) | Year | Amount | | :--- | :----- | | 2021 | $816 | | 2022 | $1,322 | | 2023 | $970 | | 2024 | $815 | | 2025 | $696 | | Thereafter | $0 | | **Total** | **$4,619** | - The Company is subject to legal proceedings and claims in the ordinary course of business, but management does not believe any will have a material adverse effect[87](index=87&type=chunk) - The Company's domestic subsidiaries comply with minimum tangible net worth and liquid asset requirements under applicable licensing laws[89](index=89&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=27&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section provides management's perspective on financial condition, operations, **COVID-19** impact, and key performance factors - This MD&A should be read in conjunction with the Unaudited Condensed Consolidated Financial Statements and related Notes included in this Quarterly Report on Form 10-Q[90](index=90&type=chunk) - Forward-looking statements within this section involve risks and uncertainties, as discussed in the 'Risk Factors' section[90](index=90&type=chunk) [COVID-19 Update](index=27&type=section&id=COVID-19%20Update) The **COVID-19 pandemic**, particularly the **Delta variant**, continues to create economic uncertainties, though operations have continued effectively without material adverse effects to date - The **COVID-19 pandemic**, including the new **Delta variant**, continues to significantly affect economic conditions and cause uncertainties[91](index=91&type=chunk) - The Company has adjusted standard operating procedures, reconfigured facilities, expanded cleaning, implemented distancing, and required **PPE** to protect employee health and safety[92](index=92&type=chunk) - Despite operational challenges, the business continues to function, and customer service has not been materially adversely affected; however, the ultimate impact on financial condition, results of operations, and cash flows remains uncertain[93](index=93&type=chunk)[94](index=94&type=chunk) [Overview](index=28&type=section&id=Overview) International Money Express, Inc. is a rapidly growing money remittance company focused on the **U.S.** to **Latin America** corridor, with expanded services to **Africa** and **Asia** - The Company is a rapidly growing money remittance services company primarily focused on the **United States** to **Latin America** and the **Caribbean (LAC)** corridor, with expanded services to **Africa** and **Asia**[96](index=96&type=chunk) - Services are available in all **50 U.S. states**, **Washington D.C.**, **Puerto Rico**, and **13 Canadian provinces**, enabling remittances to **17 LAC countries**, **seven African countries**, and **two Asian countries**[96](index=96&type=chunk) - Agent network grew by approximately **18.0%** from **January 2020** through **June 30, 2021**[98](index=98&type=chunk) - Principal amount sent increased by approximately **53.2%** for the three months ended **June 30, 2021**, and **42.2%** for the six months ended **June 30, 2021**, compared to the same periods in **2020**[98](index=98&type=chunk) - Total remittances processed increased by approximately **33.4%** for the three months ended **June 30, 2021**, and **26.6%** for the six months ended **June 30, 2021**, compared to the same periods in **2020**[98](index=98&type=chunk) - The Company is regulated as a **Money Service Business (MSB)** with **FinCEN** and is subject to various state, federal, and international regulations, including anti-money laundering and consumer protection laws[99](index=99&type=chunk) [Key Factors and Trends Affecting our Business](index=28&type=section&id=Key%20Factors%20and%20Trends%20Affecting%20our%20Business) This section discusses factors influencing the business, including **COVID-19** impact, **Latin American** instability, regulatory requirements, and intense competition - **Latin American** political and economic conditions, including high unemployment, currency controls, and weak currencies, remain unstable, partly due to **COVID-19**[102](index=102&type=chunk) - Long-term sustained appreciation of the **Mexican peso** or **Guatemalan quetzal** against the **U.S. dollar** could negatively affect revenues and profitability[102](index=102&type=chunk) - The Company is subject to strict legal and regulatory requirements, continuously enhancing its compliance programs to detect and prevent cyber-attacks, fraud, money laundering, and other illicit activities, which may result in increased costs[103](index=103&type=chunk)[104](index=104&type=chunk) - The market for money remittance services is highly competitive, with competitors including large providers (**Western Union**, **MoneyGram**, **Euronet**), financial institutions, and smaller niche providers, where the Company competes on value, service, quality, technology, and brand recognition[105](index=105&type=chunk)[108](index=108&type=chunk) - The Company qualifies as an 'emerging growth company' under the **JOBS Act**, benefiting from exemptions such as auditor attestation for **Section 404**, delayed adoption of new accounting standards, and exemption from mandatory audit firm rotation[110](index=110&type=chunk)[114](index=114&type=chunk) [How We Assess the Performance of Our Business](index=32&type=section&id=How%20We%20Assess%20the%20Performance%20of%20Our%20Business) Performance is assessed using **GAAP** and non-GAAP measures, with transaction volume as the primary revenue driver, and the business operating as a single reportable segment - Performance is assessed using **GAAP** measures (revenues, service charges from agents and banks, salaries and benefits, other selling, general and administrative expenses, net income) and non-GAAP measures (**Adjusted Net Income**, **Adjusted Earnings per Share**, **Adjusted EBITDA**)[111](index=111&type=chunk) - Transaction volume is the primary revenue generator, derived from customer transaction fees and foreign exchange gains[112](index=112&type=chunk) - Operating expenses include: Service charges from agents and banks (agent commissions, bank fees), Salaries and benefits (cash and share-based compensation for corporate, sales, and store employees), Other selling, general and administrative expenses (**IT**, telecommunications, rent, insurance, professional services, advertising, provision for credit losses), and Depreciation and amortization (computer equipment, software, intangible assets like agent relationships, trade name, developed technology)[113](index=113&type=chunk)[116](index=116&type=chunk)[117](index=117&type=chunk)[118](index=118&type=chunk)[119](index=119&type=chunk)[120](index=120&type=chunk) - Non-operating expenses include interest expense on debt and income tax provision[113](index=113&type=chunk)[116](index=116&type=chunk)[117](index=117&type=chunk)[118](index=118&type=chunk)[119](index=119&type=chunk)[120](index=120&type=chunk) - The business is organized around one reportable segment providing money transmittal services between the **U.S./Canada** and various international countries[123](index=123&type=chunk) [Results of Operations](index=36&type=section&id=Results%20of%20Operations) [Three Months Ended June 30, 2021 Compared to Three Months Ended June 30, 2020](index=36&type=section&id=Three%20Months%20Ended%20June%2030%2C%202021%20Compared%20to%20Three%20Months%20Ended%20June%2030%2C%202020) Total revenues increased by **37.3%** to **$116.7 million**, driven by higher transaction volume and foreign exchange gains, leading to a **47.3%** rise in net income Revenues (in thousands) | Revenue Type | Q2 2021 | Q2 2020 | Change ($) | Change (%) | | :------------------------------ | :------ | :------ | :--------- | :--------- | | Wire transfer and money order fees, net | $99,306 | $72,793 | $26,513 | 36.4% | | Foreign exchange gain, net | $16,655 | $11,660 | $4,995 | 42.8% | | Other income | $786 | $609 | $177 | 29.1% | | **Total revenues** | **$116,747** | **$85,062** | **$31,685** | **37.3%** | - Wire transfer and money order fees increased primarily due to a **33.4%** increase in transaction volume and a **17.9%** growth in the agent network[128](index=128&type=chunk) - Foreign exchange gain increased due to higher transaction volume and increased foreign exchange volatility in the **Mexican peso**[129](index=129&type=chunk) Operating Expenses (in thousands) | Expense Type | Q2 2021 | Q2 2020 | Change ($) | Change (%) | | :-------------------------------- | :------ | :------ | :--------- | :--------- | | Service charges from agents and banks | $77,864 | $56,271 | $21,593 | 38.4% | | Salaries and benefits | $10,175 | $7,069 | $3,106 | 43.9% | | Other selling, general and administrative expenses | $7,079 | $5,155 | $1,924 | 37.3% | | Depreciation and amortization | $2,345 | $2,691 | $(346) | -12.9% | | **Total operating expenses** | **$97,463** | **$71,186** | **$26,277** | **36.9%** | - Salaries and benefits increased due to talent acquisition and retention, increased wages, sales commissions, and share-based compensation[131](index=131&type=chunk) - Other selling, general and administrative expenses increased due to higher advertising and promotion, professional fees, travel, and **IT**-related expenses[133](index=133&type=chunk) - Depreciation and amortization decreased mainly due to lower amortization of intangibles (trade name, developed technology, agent relationships) as they are amortized on an accelerated basis, partially offset by increased depreciation of computer equipment[134](index=134&type=chunk) - Net income increased by **$4.2 million** to **$13.2 million**, driven by higher revenues partially offset by increased operating expenses[136](index=136&type=chunk) [Six Months Ended June 30, 2021 Compared to Six Months Ended June 30, 2020](index=43&type=section&id=Six%20Months%20Ended%20June%2030%2C%202021%20Compared%20to%20Six%20Months%20Ended%20June%2030%2C%202020) Total revenues grew by **30.2%** to **$211.3 million**, driven by increased transaction volume and foreign exchange gains, resulting in a **51.4%** increase in net income Revenues (in thousands) | Revenue Type | YTD 2021 | YTD 2020 | Change ($) | Change (%) | | :------------------------------ | :------ | :------ | :--------- | :--------- | | Wire transfer and money order fees, net | $180,218 | $139,888 | $40,330 | 28.8% | | Foreign exchange gain, net | $29,703 | $21,214 | $8,489 | 40.0% | | Other income | $1,402 | $1,211 | $191 | 15.8% | | **Total revenues** | **$211,323** | **$162,313** | **$49,010** | **30.2%** | - Wire transfer and money order fees increased primarily due to a **26.6%** increase in transaction volume and a **17.9%** growth in the agent network[154](index=154&type=chunk) - Foreign exchange gain increased due to higher transaction volume and increased foreign exchange volatility in the **Mexican peso**[155](index=155&type=chunk) Operating Expenses (in thousands) | Expense Type | YTD 2021 | YTD 2020 | Change ($) | Change (%) | | :-------------------------------- | :------ | :------ | :--------- | :--------- | | Service charges from agents and banks | $141,237 | $108,498 | $32,739 | 30.2% | | Salaries and benefits | $20,050 | $14,428 | $5,622 | 39.0% | | Other selling, general and administrative expenses | $12,582 | $10,492 | $2,090 | 19.9% | | Depreciation and amortization | $4,679 | $5,381 | $(702) | -13.0% | | **Total operating expenses** | **$178,548** | **$138,799** | **$39,749** | **28.6%** | - Salaries and benefits increased due to talent acquisition and retention, increased wages, sales commissions, and share-based compensation[157](index=157&type=chunk) - Other selling, general and administrative expenses increased due to higher advertising and promotion, professional fees, travel, and **IT**-related expenses, partially offset by a reduction in provision for credit losses[159](index=159&type=chunk) - Depreciation and amortization decreased mainly due to lower amortization of intangibles, partially offset by increased depreciation of computer equipment[160](index=160&type=chunk) - Net income increased by **$7.5 million** to **$22.2 million**, driven by higher revenues partially offset by increased operating expenses[163](index=163&type=chunk) [Non-GAAP Financial Measures](index=38&type=section&id=Non-GAAP%20Financial%20Measures) This section provides reconciliations for non-GAAP financial measures, **Adjusted Net Income**, **Adjusted EPS**, and **Adjusted EBITDA**, used to evaluate core operating results - Non-GAAP financial measures (**Adjusted Net Income**, **Adjusted Earnings per Share**, **Adjusted EBITDA**) are used to evaluate performance by excluding items not indicative of core operating results, such as non-cash compensation, amortization of intangibles, and litigation settlements[137](index=137&type=chunk)[138](index=138&type=chunk)[141](index=141&type=chunk)[150](index=150&type=chunk) - **Adjusted EBITDA** is a primary metric for management, excluding interest expense, income tax provision, depreciation and amortization, and non-cash share-based compensation, among other items[139](index=139&type=chunk)[141](index=141&type=chunk)[150](index=150&type=chunk) - These non-GAAP measures have limitations, such as not reflecting debt service, tax payments, asset replacement costs, or the full impact of certain charges, and may not be comparable to similarly titled measures used by other companies[140](index=140&type=chunk) [Adjusted Net Income and Adjusted Earnings per Share](index=40&type=section&id=Adjusted%20Net%20Income%20and%20Adjusted%20Earnings%20per%20Share) Adjusted Net Income (in thousands) | Metric | Three Months Ended June 30, 2021 | Three Months Ended June 30, 2020 | Six Months Ended June 30, 2021 | Six Months Ended June 30, 2020 | | :-------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Net Income (GAAP) | $13,227 | $8,978 | $22,204 | $14,666 | | Share-based compensation | $1,374 | $686 | $2,270 | $1,408 | | TCPA settlement | $0 | $23 | $0 | $46 | | Other charges and expenses | $176 | $97 | $293 | $244 | | Amortization of intangibles | $1,263 | $1,710 | $2,525 | $3,421 | | Income tax benefit related to adjustments | $(763) | $(671) | $(1,382) | $(1,366) | | **Adjusted Net Income** | **$15,277** | **$10,823** | **$25,910** | **$18,419** | - **Adjusted Net Income** for the three months ended **June 30, 2021**, increased by **$4.5 million (41.2%)** to **$15.3 million**[143](index=143&type=chunk) - **Adjusted Net Income** for the six months ended **June 30, 2021**, increased by **$7.5 million (40.7%)** to **$25.9 million**[164](index=164&type=chunk) Adjusted Earnings per Share | Metric | Q2 2021 Basic | Q2 2021 Diluted | Q2 2020 Basic and Diluted | YTD 2021 Basic | YTD 2021 Diluted | YTD 2020 Basic and Diluted | | :-------------------------------- | :------------ | :-------------- | :------------------------ | :------------- | :--------------- | :------------------------- | | GAAP Earnings per Share | $0.34 | $0.34 | $0.24 | $0.58 | $0.57 | $0.39 | | Adjustments (net) | $0.06 | $0.05 | $0.04 | $0.10 | $0.10 | $0.09 | | **Adjusted Earnings per Share** | **$0.40** | **$0.39** | **$0.28** | **$0.68** | **$0.67** | **$0.48** | [Adjusted EBITDA](index=41&type=section&id=Adjusted%20EBITDA) Adjusted EBITDA (in thousands) | Metric | Three Months Ended June 30, 2021 | Three Months Ended June 30, 2020 | Six Months Ended June 30, 2021 | Six Months Ended June 30, 2020 | | :-------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Net Income (GAAP) | $13,227 | $8,978 | $22,204 | $14,666 | | Interest expense | $1,254 | $1,633 | $2,594 | $3,503 | | Income tax provision | $4,803 | $3,265 | $7,977 | $5,345 | | Depreciation and amortization | $2,345 | $2,691 | $4,679 | $5,381 | | EBITDA | $21,629 | $16,567 | $37,454 | $28,895 | | Share-based compensation | $1,374 | $686 | $2,270 | $1,408 | | TCPA settlement | $0 | $23 | $0 | $46 | | Other charges and expenses | $176 | $97 | $293 | $244 | | **Adjusted EBITDA** | **$23,179** | **$17,373** | **$40,017** | **$30,593** | - **Adjusted EBITDA** for the three months ended **June 30, 2021**, increased by **$5.8 million (33.4%)** to **$23.2 million**[151](index=151&type=chunk) - **Adjusted EBITDA** for the six months ended **June 30, 2021**, increased by **$9.4 million (30.8%)** to **$40.0 million**[171](index=171&type=chunk) [Liquidity and Capital Resources](index=46&type=section&id=Liquidity%20and%20Capital%20Resources) The Company maintains strong liquidity through operating cash flow and a refinanced **$150 million** revolving credit facility and **$87.5 million** term loan facility - Principal sources of liquidity are cash generated by operating activities and borrowings under the revolving credit facility[175](index=175&type=chunk) - On **June 24, 2021**, the Company entered into an Amended and Restated Credit Agreement (A&R Credit Agreement) providing a **$150 million** revolving credit facility and an **$87.5 million** term loan facility, with a maturity date of **June 24, 2026**[179](index=179&type=chunk) - As of **June 30, 2021**, total indebtedness was **$87.5 million**, with **$220.0 million** of additional borrowings available under these facilities[180](index=180&type=chunk) - The Company was in compliance with financial covenants (minimum fixed charge coverage ratio of **1.25:1.00** and maximum consolidated leverage ratio of **3.25:1.00**) as of **June 30, 2021**[183](index=183&type=chunk) - Management believes that projected cash flows from operations, combined with the revolving credit facility, are sufficient to fund liquidity requirements for at least the next **twelve months**[176](index=176&type=chunk) [Contractual Obligations](index=49&type=section&id=Contractual%20Obligations) This section details the Company's contractual obligations as of **June 30, 2021**, totaling **$104.5 million**, including debt and operating leases Contractual Obligations as of June 30, 2021 (in thousands) | Obligation | Total | Less than 1 year | 1 to 3 years | 3 to 5 years | More than 5 years | | :------------------------ | :------ | :--------------- | :----------- | :----------- | :---------------- | | Debt, principal payments | $87,500 | $4,375 | $10,938 | $72,187 | $0 | | Interest payments | $12,367 | $2,774 | $5,183 | $4,410 | $0 | | Non-cancelable operating leases | $4,619 | $1,530 | $1,981 | $1,108 | $0 | | **Total** | **$104,486** | **$8,679** | **$18,102** | **$77,705** | **$0** | [Off-Balance Sheet Arrangements](index=51&type=section&id=Off-Balance%20Sheet%20Arrangements) The Company reports no material off-balance sheet arrangements likely to affect its condensed consolidated financial statements - The Company is not a party to any material off-balance sheet arrangements[194](index=194&type=chunk) [Critical Accounting Policies and Estimates](index=51&type=section&id=Critical%20Accounting%20Policies%20and%20Estimates) This section refers to critical accounting policies and estimates from the **2020 Annual Report on Form 10-K**, noting no material changes - There were no material changes to the critical accounting policies and estimates from the Annual Report on Form 10-K for the year ended **December 31, 2020**[196](index=196&type=chunk) - Key critical accounting policies and estimates include: - Revenue Recognition - Accounts Receivable and Allowance for Credit Losses - Goodwill and Intangible Assets - Income Taxes[198](index=198&type=chunk) [Recent Accounting Pronouncements](index=51&type=section&id=Recent%20Accounting%20Pronouncements) Readers are directed to **Note 1** of the unaudited condensed consolidated financial statements for details on recent accounting pronouncements - Refer to **Note 1** of the unaudited condensed consolidated financial statements for further information on recent accounting pronouncements[197](index=197&type=chunk) [Item 3. Quantitative and Qualitative Disclosures about Market Risk](index=52&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) This section discusses the Company's exposure to foreign currency, interest rate, and credit risks, and their management - The Company is exposed to foreign currency risk, interest rate risk, and credit risk[199](index=199&type=chunk)[204](index=204&type=chunk)[206](index=206&type=chunk) [Foreign Currency Risk](index=52&type=section&id=Foreign%20Currency%20Risk) The Company manages foreign currency risk through spot transactions, limiting exposure to two business days, though long-term currency appreciation could affect margins - Foreign currency exposure on spot transactions is limited as all transactions are settled within **two business days**[199](index=199&type=chunk) - Wires payable denominated in foreign currencies (primarily **Mexican pesos** and **Guatemalan quetzales**) were **$15.3 million** at **June 30, 2021**[200](index=200&type=chunk) - Prepaid wires denominated in foreign currencies were **$11.6 million** at **June 30, 2021**[201](index=201&type=chunk) - Revenues from foreign subsidiaries represent less than **1%** of consolidated revenues, making a **10%** change in currency rates against the **U.S. dollar** result in a de minimis change to overall operating results[202](index=202&type=chunk) - Long-term sustained appreciation of the **Mexican peso** or **Guatemalan quetzal** as compared to the **U.S. dollar** could negatively affect the Company's margins[203](index=203&type=chunk) [Interest Rate Risk](index=52&type=section&id=Interest%20Rate%20Risk) The Company is exposed to interest rate risk on its variable-rate term loan and revolving credit facility, where interest is tied to **LIBOR** or a base rate - Interest on the term loan facility and revolving credit facility is variable, determined by reference to **LIBOR** or a 'base rate' plus an applicable margin[204](index=204&type=chunk) - A hypothetical **1%** increase in the interest rate on the **$87.5 million** outstanding indebtedness as of **June 30, 2021**, would increase annual cash interest expense by approximately **$0.9 million**[205](index=205&type=chunk) [Credit Risk](index=52&type=section&id=Credit%20Risk) The Company is exposed to credit risk from bank cash balances and agent receivables, managed through diversification, reviews, and collateral - The Company is exposed to credit risk from cash balances held in various **U.S.** and foreign banks, some of which may exceed federally insured limits or are uninsured[206](index=206&type=chunk) - Credit risk also arises from receivable balances and notes receivable (**$1.6 million** outstanding at **June 30, 2021**) from sending agents, with most notes collateralized by personal guarantees and business assets[207](index=207&type=chunk)[208](index=208&type=chunk) - The provision for credit losses was approximately **$0.7 million (0.6% of total revenues)** for the six months ended **June 30, 2021**, a decrease from **$1.1 million (0.7% of total revenues)** for the same period in **2020**[209](index=209&type=chunk) [Item 4. Controls and Procedures](index=55&type=section&id=Item%204.%20Controls%20and%20Procedures) The **CEO** and **CFO** concluded that disclosure controls and procedures were effective as of **June 30, 2021**, with no material changes in internal control over financial reporting - The Chief Executive Officer and Chief Financial Officer concluded that the Company's disclosure controls and procedures were effective as of **June 30, 2021**, providing reasonable assurance for timely and accurate reporting[213](index=213&type=chunk) - No changes in internal control over financial reporting occurred during the most recently completed fiscal quarter that materially affected, or are reasonably likely to materially affect, internal control over financial reporting[214](index=214&type=chunk) [Evaluation of Disclosure Controls and Procedures](index=55&type=section&id=Evaluation%20of%20Disclosure%20Controls%20and%20Procedures) Disclosure controls and procedures are designed to ensure timely and accurate reporting, with the **CEO** and **CFO** concluding their effectiveness as of **June 30, 2021** - Disclosure controls and procedures are designed to ensure information required for Exchange Act reports is recorded, processed, summarized, and reported timely and accurately[211](index=211&type=chunk) - A control system provides reasonable, not absolute, assurance that objectives are met due to inherent limitations[212](index=212&type=chunk) - The **CEO** and **CFO** evaluated and concluded that disclosure controls and procedures were effective as of **June 30, 2021**[213](index=213&type=chunk) [Changes in Internal Control Over Financial Reporting](index=55&type=section&id=Changes%20in%20Internal%20Control%20Over%20Financial%20Reporting) No material changes in internal control over financial reporting occurred during the most recently completed fiscal quarter - No changes in internal control over financial reporting occurred during the most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting[214](index=214&type=chunk) PART II - OTHER INFORMATION [Item 1. Legal Proceedings](index=56&type=section&id=Item%201.%20Legal%20Proceedings) The Company is subject to various legal claims and proceedings in the ordinary course of business, none expected to have a material adverse effect - The Company is subject to various claims, charges, and litigation matters in the ordinary course of business[216](index=216&type=chunk) - Management believes that no asserted or unasserted legal claims or proceedings will have a material adverse effect on the Company's business, financial condition, and results of operations[216](index=216&type=chunk) - Further information regarding certain legal proceedings is incorporated by reference from **Note 13 – Commitments and Contingencies**[217](index=217&type=chunk) [Item 1A. Risk Factors](index=56&type=section&id=Item%201A.%20Risk%20Factors) No material changes to principal risk factors from the **2020 Annual Report on Form 10-K** have occurred - No material changes to principal risk factors from the Annual Report on Form 10-K for the year ended **December 31, 2020**[218](index=218&type=chunk) - Prospective investors are encouraged to consider previously disclosed risks and current report information[218](index=218&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=56&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) There were no unregistered sales of equity securities or use of proceeds to report during the period - None[219](index=219&type=chunk) [Item 3. Defaults Upon Senior Securities](index=56&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) There were no defaults upon senior securities to report during the period - None[220](index=220&type=chunk) [Item 4. Mine Safety Disclosures](index=56&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the Company - Not applicable[221](index=221&type=chunk) [Item 5. Other Information](index=56&type=section&id=Item%205.%20Other%20Information) There is no other information to report under this item - None[222](index=222&type=chunk) [Item 6. Exhibits](index=57&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed with the Form 10-Q, including key credit agreements and **Sarbanes-Oxley Act** certifications - Exhibit **10.1**: Increase Joinder No. **2** to Credit Agreement, dated **May 12, 2021**[224](index=224&type=chunk) - Exhibit **10.2**: Amended and Restated Credit Agreement, dated **June 24, 2021**[225](index=225&type=chunk) - Exhibits **31.1**, **31.2**, **32.1**, **32.2**: Certifications pursuant to Sections **302** and **1350** of the **Sarbanes-Oxley Act** by the Chief Executive Officer and Chief Financial Officer[225](index=225&type=chunk) [SIGNATURES](index=58&type=section&id=SIGNATURES) The Quarterly Report on Form 10-Q was signed by **Robert Lisy**, **CEO**, and **Andras Bende**, **CFO**, on **August 6, 2021** - The report was signed by **Robert Lisy**, Chief Executive Officer and President, and **Andras Bende**, Chief Financial Officer, on **August 6, 2021**[229](index=229&type=chunk)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-37986 INTERNATIONAL MONEY EXPRESS, INC. (Exact name of registrant as specified in its charter) (State or other jurisdiction of inco ...