MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The objectives of our Management's Discussion and Analysis of Financial Condition and Results of Operations are to provide users of our consolidated financial statements with a narrative explanation from the perspective of management of our financial condition, results of operations, cash flows, liquidity and certain other factors that may affect future results. This Management's Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with our Consolidated Financial Statements and related Notes included elsewhere in this Annual Report on Form 10-K. This Annual Report on Form 10-K contains forward-looking statements that involve risks and uncertainties. The forward-looking statements are not historical facts, but rather are based on current expectations, estimates, assumptions and projections about our industry, business and future financial results. Our actual results could differ materially from the results contemplated by these forward-looking statements due to a number of factors, including those discussed in other sections of this Annual Report on Form 10-K. See "Special Note Regarding Forward-Looking Statements" for additional factors relating to such statements and see "Risk Factors" included in Item 1A of this Annual Report on Form 10-K. Our past operating results are not necessarily indicative of operating results in any future periods.
Overview
We are a global leading omnichannel money remittance services company focused primarily on the United States of America ("United States" or "U.S.") to Latin America and the Caribbean ("LAC") corridor, which includes Mexico, Central and South America and the Caribbean. We also provide remittance services to Africa and Asia from the United States and offer money transfer services from Canada to Latin America and Africa. We also provide remittance services from Spain, Italy and Germany to Africa, Asia and Latin America. We utilize our proprietary technology to deliver convenient, reliable and value-added services to consumers through a broad network of sending and paying agents. Our remittance services, which include a comprehensive suite of ancillary financial processing solutions and payment services, are available in all 50 states in the U.S., Washington D.C., Puerto Rico and 13 provinces in Canada, as well as in certain locations in Spain, Italy and Germany, where consumers can send money to beneficiaries in more than 60 countries in LAC, Europe, Africa and Asia. Our services are accessible in person through over 100,000 independent sending and paying agents and 118 Company-operated stores, as well as digitally through the Internet via our websites, co-branded websites with digital partners and mobile device applications. Additionally, our product and service portfolio include online payment options, pre-paid debit cards and direct deposit payroll cards, which may present different cost, demand, regulatory and risk profiles relative to our core money remittance business.
Money remittance services to LAC countries, mainly Mexico, Guatemala, El Salvador, Honduras and the Dominican Republic, are the primary source of our revenue. These services involve the movement of funds on behalf of an originating consumer for receipt by a designated beneficiary at a designated receiving location. Our remittances to LAC countries are primarily generated in the United States by consumers with roots in Latin American and Caribbean countries, many of whom do not have an existing relationship with a traditional full-service financial institution capable of providing the services we offer. We provide these consumers with flexibility and convenience to help them meet their financial needs. We believe many consumers who use our services may have access to traditional banking services, but prefer to use our services based on reliability, convenience and value. We generate money remittance revenue from fees paid by consumers (i.e., the senders of funds), which we share with our sending agents and digital partners in the originating country and our paying agents in the destination country. Remittances paid in local currencies that are not pegged to the U.S. dollar, Canadian dollar or Euro can also generate revenue if we are successful in our daily management of currency exchange spreads. We also generate revenue from our "Remittance-as-a-Service" ("RaaS") relationships with digital partners where we receive a fee for facilitating money transfers processed through our proprietary software systems, using our money transmitter licenses and payer network relationships.
Our money remittance services enable consumers to send funds through our broad network of locations in the United States, Canada, Spain, Italy and Germany that are primarily operated by third-party businesses, as well as by Company-operated stores located in those jurisdictions. Transactions are processed and payment is collected by our sending agents and those funds become available for pickup by the beneficiary at the designated destination, usually within minutes, at any Intermex paying agents. We refer to our sending agents and our paying agents collectively as agents. In addition, our services are offered digitally through the Internet via our websites (intermexonline.com and online.i-transfer.es), co-branded websites with our digital partners and mobile device applications. For the year ended December 31, 2025, our agent network increased by approximately 5.4%. For the year ended December 31, 2025, principal amount sent decreased by approximately 2.2% to $23.8 billion, as compared to fiscal year 2024, and total remittances processed were approximately 53.9 million for the year ended December 31, 2025, representing a decrease of approximately 8.5%, as compared to fiscal year 2024 primarily related to decreased volume processed that we attribute to a contraction in the remittance market, particularly the Mexico corridor coupled with a change in consumer behavior remitting a lower number of money transfers but at a higher average principal sent per transaction. This overall decrease was partially offset by increased volume generated by our digital channels and European subsidiaries.
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Pending Merger with The Western Union Company
On August 10, 2025, the Company entered into the Merger Agreement by and among the Company, Western Union and Merger Sub, pursuant to which, on the terms and subject to the conditions set forth therein, Merger Sub will merge with and into the Company and the Company will become an indirect wholly-owned subsidiary of Western Union. The Merger Agreement provides that each share of the Company's common stock issued and outstanding immediately prior to the effective time of the Merger (subject to limited exceptions) will be cancelled and converted into the right to receive $16.00 per share in cash, without interest. Consummation of the Merger is subject to the satisfaction or waiver of certain remaining customary closing conditions, including: (i) the absence of any judgment by any governmental authority of competent jurisdiction or any applicable law that enjoins, restrains or otherwise makes illegal, prevents or prohibits consummation of the Merger ("Restraint"), (ii) the receipt of applicable consents, approvals or other clearances required to be obtained under the Merger Agreement, including with respect to the Company's or its subsidiaries' money transmitter licenses, and (iii) other customary closing conditions.
In addition, the consummation of the Merger was conditioned upon (i) the expiration or termination of the applicable waiting period under the HSR Act, which waiting period under expired on October 6, 2025, and (ii) approval of the stockholders of the Company, which approval was received at a special meeting of stockholders of the Company on December 9, 2025.
To date, money transmission regulators in 48 applicable U.S. states and territories have provided their approval of or non-objection to the Merger, and approval or non-objection is currently pending with the remaining 4 U.S. states and territories. Additionally, the parties have received approval from the United Kingdom Financial Conduct Authority and, therefore, the only approval from international money transmission regulators that remains pending is from the Bank of Spain. The Company cannot predict with certainty whether and when any of the remaining required closing conditions will be satisfied or if the Merger will close, but currently anticipates that the Merger will be consummated in the second quarter of 2026.
The Merger Agreement contains termination rights for the Company and Western Union, including a right for either party to terminate if the Merger is not consummated by May 11, 2026 (subject to certain automatic extensions to obtain certain regulatory approvals as set forth in the Merger Agreement). Upon termination of the Merger Agreement, (i) Western Union, upon termination of the Merger Agreement by the Company or Western Union due to a Restraint relating to any antitrust laws, or the failure to obtain necessary consents, approvals or clearances related to antitrust laws, will be required to pay the Company a termination fee equal to $27.3 million, and (ii) the Company, under specified circumstances, including termination of the Merger Agreement by (a) the Company to enter into a Company Acquisition Agreement that provides for a Superior Proposal (each, as defined in the Merger Agreement) prior to receipt of approval of the stockholders of the Company or (b) by Western Union as a result of an Adverse Recommendation Change (as defined in the Merger Agreement), will be required to pay Western Union a termination fee equal to $19.8 million.
Restructuring costs
During 2025, the Company executed a restructuring plan related to certain of its domestic and foreign operations. For the year ended December 31, 2025, the Company incurred approximately $0.7 million in expenses primarily for a reduction of workforce in certain locations. These restructuring costs are part of the Company's restructuring plan, for which the objectives are to reorganize the workforce, streamline operational processes, close certain facilities, and to develop efficiencies within the Company. These expenses primarily consisted of severance payments and related benefits, which are included in restructuring costs in the consolidated statement of income and comprehensive income.
The Company has paid out $0.4 million of the above charges during the year ended December 31, 2025 and has a liability of $0.3 million recorded in accrued and other liabilities in the consolidated balance sheet as of December 31, 2025.
As a result of implementing this strategy, the Company expects to reduce compensation expense and certain facilities related charges in an amount of approximately $2.5 milliona year. The anticipated effect of this reduction in expenses will be primarily realized beginning in the second quarter of 2026. In addition, the Company does not expect that the execution of this strategy will result in any material reduction of revenues or increase of its ongoing operating expenses.
Key Factors and Trends Affecting our Business
Various trends and other factors have affected and may continue to affect our business, financial condition and operating results, including, but not limited to:
•factors relating to the contemplated pending acquisition of the Company by Western Union, including: (i) the completion of the pending transaction on anticipated terms and timing or at all, including obtaining stockholder and regulatory approvals and other conditions to the completion of the transaction; (ii) the occurrence of any event, change or other circumstance or condition that could give rise to the termination of the Merger Agreement, which may require us to pay a termination fee or
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other expenses; (iii) potential significant transaction costs associated with the pending transaction (including litigation expenses and liabilities, if any), and the possibility that the pending transaction may be more expensive to complete than anticipated, including as a result of unexpected factors or events; (iv) continued availability of capital and other changes in capital markets; (v) potential litigation or regulatory actions relating to the pending transaction, which could delay or prevent consummation of the transaction; (vi) the risk that disruptions from the pending transaction, such as diverting management's attention from our ongoing business operations and relationships, may harm our business, including current plans and operations; (vii) the effect of the announcement, pendency or completion of the pending transaction on our ability to retain and hire key personnel; (viii) our ability to maintain relationships with customers, suppliers, governments, regulators and others with whom we do business, or our operating results or business generally; and (ix) potential adverse business uncertainty resulting from restrictions imposed by the Merger Agreement during the pendency of the pending transaction that may impact our ability to pursue certain business opportunities or strategic transactions;
•changes in immigration laws and their enforcement, including any adverse effects on the level of immigrant employment, earning potential, and other commercial activities;
•our success in expanding customer acceptance of our digital services and infrastructure, as well as developing, introducing and marketing new digital and other products and services;
•new technology or competitors that disrupt the current money transfer and payment ecosystem, including the introduction of new digital platforms;
•changes in tax laws in the United States and other countries in which we operate, including the imposition of taxes on certain types of remittances beginning in 2026;
•loss of, or reduction in business with, key sending agents;
•our ability to effectively compete in the markets in which we operate;
•economic factors such as inflation, the level of economic activity, recession risks and labor market conditions, as well as volatility in market interest rates;
•political conditions in the United States and other markets in which we operate or plan to operate;
•international political factors, including ongoing conflicts in Ukraine and the Middle East and other geopolitical developments, political instability, tariffs, including the effects of tariffs on domestic markets and industrial activity and employment, border taxes or restrictions on remittances or transfers from the outbound countries in which we operate or plan to operate;
•volatility in foreign exchange rates that could affect the volume of consumer remittance activity and/or affect our foreign exchange related gains and losses;
•consumer confidence in our brands and in consumer money transfers generally;
•expansion into new geographic markets or product markets;
•our ability to successfully execute, manage, integrate and obtain the anticipated financial benefits of key acquisitions and mergers;
•cybersecurity-attacks or disruptions to our information technology, computer network systems, data centers and mobile devices applications;
•the ability of our risk management and compliance policies, procedures and systems to mitigate risk related to transaction monitoring;
•consumer fraud and other risks relating to the authenticity of customers' orders or the improper or illegal use of our services by consumers, sending agents or digital partners;
•our ability to maintain favorable banking and paying agent relationships necessary to conduct our business;
•bank failures, sustained financial illiquidity, or illiquidity at the clearing, cash management or custodial financial institutions with which we do business;
•changes to banking industry regulation and practice;
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•credit risks from our agents, digital partners and the financial institutions with which we do business;
•our ability to recruit and retain key personnel;
•our ability to maintain compliance with applicable laws and regulatory requirements, including those intended to prevent use of our money remittance services for criminal activity, those related to data and cybersecurity protection, and those related to new business initiatives;
•enforcement actions and private litigation under regulations applicable to money remittance services;
•our ability to protect intellectual property rights;
•our ability to satisfy our debt obligations and remain in compliance with our credit facility requirements;
•public health conditions, responses thereto and the economic and market effects thereof;
•the use of third-party vendors and service providers; and
•weakness in U.S. or international economic conditions.
.
We have encountered and continue to expect to encounter increasing competition as new electronic platforms emerge that enable consumers to send and receive money through a variety of channels. Regardless, we continue to innovate in the industry by differentiating our money remittance business through programs to foster loyalty among agents as well as consumers and have expanded our channels through which our services are accessed to include online and mobile offerings which are experiencing higher consumer adoption. During 2025, we invested in, and expect to continue investing during 2026 and thereafter to increase our penetration of, the digital market,to add digital customers, enhance our digital offerings and increase digital revenues, while maintaining and continuing to develop our retail service offerings. Although we believe that investment in our digital business should provide significant financial benefits in the mid to long term timeframes, these investments are likely, in the shorter term, to adversely affect our results of operation.
The market for money remittance services is very competitive. Our competitors include a small number of large money remittance providers, financial institutions, banks and a large number of small niche money remittance service providers that serve select regions. We compete with larger companies, such as Western Union, MoneyGram, Remitly and Euronet, and a number of other smaller money services business ("MSB") entities. We generally compete for money remittance agents on the basis of value, service, quality, technical and operational differences, commission structure and marketing efforts. As a philosophy, we sell credible solutions to our sending agents, not discounts or higher commissions, as is typical for the industry. We compete for money remittance customers on the basis of trust, convenience, service, efficiency of outlets, value, enhanced technology and brand recognition.
Current political, social, economic and market conditions in the United States, including recent economic, trade and immigration enforcement actions taken by the current administration in the U.S., as well as in foreign countries, including those that are destinations for money transfers or in which we currently operate, remain volatile. There is uncertainty as to the economic and financial impact of such conditions. Our business has generally been resilient during times of economic instability as money remittances are essential to many recipients, with the funds used by the receiving parties for their daily needs; however, continued enhanced immigration enforcement activities in the U.S. or long-term sustained appreciation of the Mexican peso or Guatemalan quetzal as compared to the U.S. dollar could negatively affect our revenues and profitability. Moreover, as noted above, we have experienced a reduction in revenues generated that we primarily attribute to changes in consumer behavior, which may reflect this increased volatility.
Trends in the cross-border money remittance business tend to correlate to immigration trends, global economic opportunity and related employment levels in certain industries such as construction, information technology, manufacturing, agriculture and hospitality, as well as other service industries. The three largest remittance corridors we serve are United States to Mexico, United States to Guatemala and Unites States to the Dominican Republic. According to the latest information available from the World Bank Remittance Matrix, the United States to Mexico remittance corridor was one of the largest in the world in 2025. In addition, changes to U.S. immigration, tariffs, trade, economic and other policies may have both positive and negative effects on our business, none of which can be predicted with any degree of certainty.
Money remittance businesses have continued to be subject to strict legal and regulatory requirements, and we continue to focus on and regularly review our compliance programs. In connection with these reviews, and in light of regulatory complexity and heightened attention of governmental and regulatory authorities related to cybersecurity and compliance activities, we have made, and continue to make, enhancements to our processes and systems designed to detect and prevent cyber-attacks, consumer fraud, money laundering, terrorist financing, human trafficking and other illicit activities, along with enhancements to improve consumer protection, including the Dodd-Frank Act and similar regulations outside the United States. In coming periods, we expect these and future regulatory requirements will continue to result in changes to certain of our business and administrative practices and may result in increased costs.
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We maintain a compliance department, the responsibility of which is to monitor transactions, detect and report suspicious activity, maintain appropriate records and train our employees and agents. An independent third-party periodically reviews our policies and procedures and performs independent testing to assess the effectiveness of our anti-money laundering and Bank Secrecy Act compliance program. We also maintain a regulatory affairs, licensing and consumer compliance department, under the direction of our Chief Compliance Officer.
How We Assess the Performance of Our Business
In assessing the performance of our business, we consider a variety of performance and financial measures. The key indicators of the financial condition and operating performance of our business are revenues, service charges from agents and banks, salaries and benefits, other selling, general and administrative expenses and net income. To help us assess our performance with these key indicators, we primarily use Adjusted Net Income, Adjusted Earnings per Share and Adjusted EBITDA as non-GAAP financial measures. We believe these non-GAAP measures provide useful information to investors and expanded insight to measure our revenue and cost performance as a supplement to our U.S. GAAP consolidated financial statements. See the "Adjusted Net Income and Adjusted Earnings per Share" and "Adjusted EBITDA" sections below for reconciliations of these non-GAAP financial measures to net income and earnings per share, our closest GAAP measures.
Revenues
Transaction volume is the primary generator of revenue in our business. Revenue on transactions is derived primarily from transaction fees paid by consumers to transfer money. Revenues per transaction vary based upon send and receive locations and the amount sent. In certain transactions involving different send and receive currencies, we generate foreign exchange gains based on the difference between the set exchange rate charged by us to the sender and the rate available to us in the wholesale foreign exchange market. Also, we generate revenues from technology services provided to the independent network of agents that utilize the Company's technology in processing transactions paid by credit or debit card, check cashing services and maintenance fees, for which revenue is derived by a fee per transaction. In addition, we generate revenue from our RaaS contracts with digital partners under which we receive fees for facilitating money transfers processed through our proprietary software systems, using our money transmitter licenses and payer network relationships.
Operating Expenses
Service Charges from Agents and Banks
Service charges primarily consist of sending and paying agent commissions and bank fees. Service charges vary based on agent commission percentages, payer fees and the amount of fees charged by the banks. Sending agents earn a commission on each transaction they process of approximately 50% of the transaction fee. Service charges also include transaction processing costs incurred in facilitating money transfers processed through our digital channels. Service charges may increase if banks, processors and payer organizations increase their fee structure or sending agents use higher fee methods to remit funds to us. Service charges also vary based on the method the consumer selects to send the transfer and the payer organization that facilitates the transaction.
Salaries and Benefits
Salaries and benefits include cash and share-based compensation associated with our corporate employees and sales team as well as employees at our Company-operated stores. Corporate employees include management, customer service, compliance, information technology, operations, finance, legal and human resources. Our sales team, located throughout the United States, Canada, Spain and Italy, is focused on supporting and growing our sending agent network. Share-based compensation is primarily recognized as an expense on a straight-line basis over the requisite service period; unrecognized compensation expense related to restricted stock units ("RSUs"), restricted stock awards ("RSAs") and performance stock units ("PSUs") of approximately $14.9 million is expected to be recognized over a weighted-average period of 1.7 years.
Other Selling, General and Administrative
General and administrative expenses primarily consist of fixed overhead expenses associated with our operations, including our Company-operated stores, such as information technology, telecommunications, rent, insurance, professional services, non-income or indirect taxes, facilities maintenance, public-company reporting requirements, regulatory compliance requirements and other similar types of operating expenses. Selling expenses include expenses such as advertising and promotion, digital marketing, shipping, supplies and other expenses associated with serving and increasing our customer base, digital channel offerings and network of agents.
Provision for Credit Losses
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Provision for credit losses represent the charges to adjust the allowance for estimated losses resulting from the inability of sending agents or digital partners to make the required payments.
Restructuring Costs
We incurred costs associated with restructuring plans related to our domestic and foreign operations. These costs included all internal and external costs directly related with the restructuring and consist primarily of severance payments, write-off of assets and certain legal and professional fees.
Transaction Costs
We incurred transaction costs associated with completed and potential acquisitions. These costs included all internal and external costs directly related to the transactions, consisting primarily of legal, consulting, accounting and advisory fees and certain incentive bonuses. Due to their significance, they are presented separately in our consolidated statements of income and comprehensive income. For additional information on these acquisitions, see Note 3 to the consolidated financial statements. Transaction costs also include internal and external costs related to the Board's evaluation of strategic alternatives and the pending Merger with Western Union.
Depreciation and Amortization
Depreciation and amortization largely consists of depreciation of computer equipment and amortization of software that supports our technology platform. In addition, it includes amortization of intangible assets primarily related to our agent relationships, trade names and developed technology.
Goodwill impairment
Goodwill impairment represents the difference between the carrying amount of our reporting unit and its fair value as a result of our annual goodwill impairment assessment or any goodwill that was written off during the period.
Non-Operating Income
Gain contingency
Gain contingency represents a settlement received by the Company related to a legal matter closed in the fourth quarter of 2025.
Non-Operating Expenses
Interest Expense
Interest expense consists primarily of interest associated with our debt, which consists of a revolving credit facility. The effective interest rate for the year ended December 31, 2025 for the revolving credit facility was 2.78%.
Income tax provision
Our income tax provision includes the expected benefit of all deferred tax assets, including our net operating loss carryforwards. With few exceptions, our net operating loss carryforwards will expire from 2029 through 2045. After consideration of all evidence, both positive and negative, management has determined that no valuation allowance is required at December 31, 2025 on the Company's U.S. federal or state deferred tax assets; however, a valuation allowance has been recorded as of December 31, 2025 on deferred tax assets associated with foreign net operating loss carryforwards. Our income tax provision reflects the effects of state taxes, non-deductible expenses, share-based compensation expense, and foreign tax rates applicable to the Company's foreign subsidiaries that are higher or lower than the U.S. statutory rate.
Net Income
Net income is determined by subtracting operating and non-operating expenses from revenues and non-operating income.
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Earnings per Share
Basic earnings per share is calculated by dividing net income by the weighted-average number of common shares outstanding for each period. Diluted earnings per share is calculated by dividing net income by the weighted-average number of common shares and common share equivalents outstanding for each period. Diluted earnings per share reflects the potential dilution that could occur if outstanding stock options at the presented dates are exercised and shares of RSUs, RSAs and PSUs have vested, using the treasury stock method. Shares of treasury stock are not considered outstanding and therefore are excluded from the weighted average number of common shares outstanding calculation.
Segments
Our business is organized around one reportable segment that provides money transmittal services primarily between the United States, Canada and certain countries in Europe to Mexico, Guatemala and other countries in Latin America, Africa and Asia through a network of authorized agents located in various unaffiliated retail establishments and 118 Company-operated stores throughout the United States, Canada, Spain, Italy and Germany, as well as digitally through the Internet via our websites, co-branded websites with digital partners and mobile device applications. This is based on the objectives of the business and how our chief operating decision maker, the CEO and President, monitors operating performance and allocates resources.
Results of Operations
A discussion of changes in our results of operations and cash flows from fiscal year 2024 to fiscal year 2023 has been omitted from this Annual Report on Form 10-K, but may be found in "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" of our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the SEC on February 27, 2025, which is available free of charge on the SEC's website at www.sec.gov and at www.intermexonline.com, by clicking "Investors" located at the bottom of the page. The content of any website referred to in this document is not incorporated by reference into this document.
The following table summarizes key components of our results of operations for the periods indicated:
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|
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Year Ended December 31,
|
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(in thousands, except for share data)
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2025
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2024
|
|
2023
|
|
|
Revenues:
|
|
|
|
|
|
|
|
Wire transfer and money order fees, net
|
$
|
502,155
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|
|
$
|
554,801
|
|
|
$
|
561,540
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|
|
|
Foreign exchange gain, net
|
87,160
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|
|
88,944
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|
|
87,908
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|
|
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Other income
|
18,461
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|
|
14,904
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|
|
9,287
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|
|
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Total revenues
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607,776
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|
|
658,649
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|
|
658,735
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|
|
|
|
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Operating expenses:
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|
|
|
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Service charges from agents and banks
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388,866
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|
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428,968
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|
|
430,865
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Salaries and benefits
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75,036
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|
|
68,247
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|
|
70,203
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|
|
|
Other selling, general and administrative expenses
|
50,732
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|
|
41,483
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|
|
42,655
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|
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Provision for credit losses
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7,916
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6,411
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|
|
4,997
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|
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Restructuring costs
|
742
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|
|
3,060
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|
|
1,214
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|
|
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Transaction costs
|
10,464
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|
|
1,819
|
|
|
445
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|
|
|
Goodwill impairment
|
1,209
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|
|
-
|
|
|
-
|
|
|
|
Depreciation and amortization
|
17,161
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|
|
13,645
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|
|
12,866
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|
|
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Total operating expenses
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552,126
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|
|
563,633
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|
|
563,245
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|
|
|
|
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|
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Operating income
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55,650
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|
|
95,016
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|
|
95,490
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|
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Gain contingency
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3,286
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|
|
-
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense
|
11,836
|
|
|
11,745
|
|
|
10,426
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|
|
|
|
|
|
|
|
|
|
|
Income before income taxes
|
47,100
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|
|
83,271
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|
|
85,064
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|
|
|
|
|
|
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|
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Income tax provision
|
14,429
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|
|
24,450
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|
|
25,549
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|
|
|
|
|
|
|
|
|
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|
Net income
|
$
|
32,671
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|
|
$
|
58,821
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|
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$
|
59,515
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Earnings per common share:
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Basic
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$
|
1.09
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|
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$
|
1.81
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|
|
$
|
1.67
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Diluted
|
$
|
1.08
|
|
|
$
|
1.79
|
|
|
$
|
1.63
|
|
|
Year Ended December 31, 2025 Compared to the Year Ended December 31, 2024
Revenues
Revenues for the above periods are presented below:
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|
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Year Ended December 31,
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($ in thousands)
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2025
|
|
% of
Revenues
|
|
2024
|
|
% of
Revenues
|
|
Revenues:
|
|
|
|
|
|
|
|
|
Wire transfer and money order fees, net
|
$
|
502,155
|
|
|
83
|
%
|
|
$
|
554,801
|
|
|
84
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%
|
|
Foreign exchange gain, net
|
87,160
|
|
|
14
|
%
|
|
88,944
|
|
|
14
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%
|
|
Other income
|
18,461
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|
|
3
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%
|
|
14,904
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|
|
2
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%
|
|
Total revenues
|
$
|
607,776
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|
|
100
|
%
|
|
$
|
658,649
|
|
|
100
|
%
|
Index
Wire transfer and money order fees, net of $502.2 million, for the year ended December 31, 2025 decreased by $52.6 million, or 9.5%, from $554.8 million for the year ended December 31, 2024. The decrease was primarily due to a lower transaction volume processed through our retail network of sending agents and Company-operated stores in the year ended December 31, 2025 compared to the year ended December 31, 2024 as a result of a contraction in the market, particularly the Mexico corridor coupled with a change in consumer behavior of sending a lower number of money transfers at a higher average principal sent per transaction. As noted in the overview section above, for the year ended December 31, 2025, principal amount sent decreased by approximately 2.2% to $23.8 billion whereas the number of transactions decreased by approximately 8.5% to 53.9 million, as compared to the same period in 2024. Therefore, the lower number of wire transfers sent resulted in lower fees paid by consumers.
Revenues from foreign exchange gain, net of $87.2 million for the year ended December 31, 2025, decreased by $1.7 million, or 1.9%, from $88.9 million for the year ended December 31, 2024. This decrease was primarily due to the decrease in transaction volume described above, partially offset by an increase in the average principal sent per transaction.
Other income of $18.5 million for the year ended December 31, 2025 increased by $3.6 million or 24.2% from $14.9 million for the year ended December 31, 2024, primarily due to the effect of higher fees related to increased activity of our RaaS relationships, as well as higher revenues primarily as a result of higher fees related to our payroll card program and an increase of the base fees charged on money transfers and money orders deemed abandoned property.
Operating Expenses
Operating expenses for the above periods are presented below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
($ in thousands)
|
2025
|
|
% of
Revenues
|
|
2024
|
|
% of
Revenues
|
|
Operating expenses:
|
|
|
|
|
|
|
|
|
Service charges from agents and banks
|
$
|
388,866
|
|
|
64
|
%
|
|
$
|
428,968
|
|
|
65
|
%
|
|
Salaries and benefits
|
75,036
|
|
|
12
|
%
|
|
68,247
|
|
|
10
|
%
|
|
Other selling, general and administrative expenses
|
50,732
|
|
|
8
|
%
|
|
41,483
|
|
|
6
|
%
|
|
Provision for credit losses
|
7,916
|
|
|
1
|
%
|
|
6,411
|
|
|
1
|
%
|
|
Restructuring costs
|
742
|
|
|
NM
|
|
3,060
|
|
|
NM
|
|
Transaction costs
|
10,464
|
|
|
2
|
%
|
|
1,819
|
|
|
NM
|
|
Goodwill impairment
|
1,209
|
|
|
NM
|
|
-
|
|
|
-
|
%
|
|
Depreciation and amortization
|
17,161
|
|
|
3
|
%
|
|
13,645
|
|
|
2
|
%
|
|
Total operating expenses
|
$
|
552,126
|
|
|
91
|
%
|
|
$
|
563,633
|
|
|
86
|
%
|
NM - Amounts rounds to less than 1%.
Service charges from agents and banks - Service charges from agents and banks were $388.9 million for the year ended December 31, 2025 compared to $429.0 million for the year ended December 31, 2024. The decrease of $40.1 million, or 9.3%, was primarily due to the decrease in transaction volume described above, as well as lower payer fees as a result of better pricing negotiated with our paying agents.
Salaries and benefits - Salaries and benefits were $75.0 million for the year ended December 31, 2025, an increase of $6.8 million, or 10.0%, from $68.2 million for the year ended December 31, 2024. The increase is primarily due to the Company's investment in talent acquisition and improved compensation for our sales force and other departments supporting our digital channel services expansion, higher share-based compensation as a result of stock award acceleration as well as severance payments made in the normal course of business.
Other selling, general and administrative expenses - Other selling, general and administrative expenses of $50.7 million for the year ended December 31, 2025 increased by $9.2 million, or 22.2%, from $41.5 million for the year ended December 31, 2024.
The increase was primarily the result of:
•$5.2 million - increase in advertising and marketing related expenses primarily as a result of campaigns to promote our digital channel services;
•$1.6 million - higher IT related expenses incurred to sustain our business expansion and to improve our technology environment;
and
•$0.6 million - related to a gain on a legal contingency settlement that was recorded in the second quarter of 2024.
Index
This increase was partially offset by:
•$0.6 million - related to recovery of value added tax receivable by our foreign subsidiaries.
Provision for credit losses - Provision for credit losses of $7.9 million for the year ended December 31, 2025 increased by $1.5 million, or 23.4%, from $6.4 million for the year ended December 31, 2024. The increase is primarily due to a higher average balance outstanding of receivable balances from sending agents during the year ended December 31, 2025, an increase in chargebacks of uncollected online money transfer transactions, and an increase in write-offs of agent receivable balances primarily as a result of sending agents that were not able to pay in accordance with the original terms of their agreements with us and are, accordingly, subject to our normal collection procedures.
Restructuring costs - Restructuring costs of $0.7 million for the year ended December 31, 2025 decreased by $2.4 million, or 77.4%, from $3.1 million for the year ended December 31, 2024. Restructuring costs consist primarily of severance costs related to the restructuring of La Nacional and our foreign operations, which were primarily incurred during 2024.
Transaction Costs - Transaction Costs of $10.5 million and $1.8 million for the years ended December 31, 2025 and 2024, respectively, consist primarily of financial advisory fees as well as other professional fees and legal fees incurred in connection with the Company's evaluation of strategic alternatives, including the pending Merger with Western Union and business acquisition transactions.
Goodwill impairment - Goodwill impairment charges of $1.2 million for the year ended December 31, 2025 relate to a subsidiary in the United Kingdom, which ceased operating as a money transmitter and is in the process of being liquidated. As a result, goodwill associated with this investment was deemed fully impaired.
Depreciation and amortization - Depreciation and amortization of $17.2 million for the year ended December 31, 2025 increased by $3.6 million from $13.6 million, or 26.5%, for the year ended December 31, 2024. The increase is primarily the result of higher depreciation associated with additional software developed and placed into production and computer equipment acquired to support our proprietary software enhancements and increasing sending agent network, as well as amortization related to the Amigo Paisano brands acquired in December 2024.
Non-Operating Income
Gain contingency- Gain Contingency for the year ended December 31, 2025 includes a $3.3 million net settlement related to a legal matter that closed in the fourth quarter of 2025.
Non-Operating Expenses
Interest expense - Interest expense was $11.8 million for the year ended December 31, 2025, a slight increase of $0.1 million, or 0.9%, from $11.7 million for the year ended December 31, 2024. The increase was primarily due to higher usage of our revolving credit facility, offset by lower market interest rates paid during 2025.
Income tax provision - Income tax provision was $14.4 million for the year ended December 31, 2025, a decrease of $10.1 million, or 41.2%, from an income tax provision of $24.5 million for the year ended December 31, 2024. The decrease in income tax provision was mainly attributable to a decrease in income before taxes primarily due to the factors discussed above.
Net Income
We reported net income of $32.7 million for the year ended December 31, 2025 compared to net income of $58.8 million for the year ended December 31, 2024, which resulted in a decrease of $26.1 million due to the same factors discussed above.
Earnings Per Share
Earnings per Share - Basic for the year ended December 31, 2025 was $1.09, representing a decrease of $0.72, or 39.8%, compared to $1.81 for the year ended December 31, 2024.
Earnings per Share - Diluted for the year ended December 31, 2025 was $1.08, representing a decrease of $0.71, or 39.7%, compared to $1.79 for the year ended December 31, 2024.
The decrease in both basic and diluted EPS largely reflects the decrease in net income discussed above, offset by a reduced share count as a result of the stock repurchases executed during 2024 and the first six months of 2025.
Index
Non-GAAP Financial Measures
We use Adjusted Net Income, Adjusted Earnings per Share and Adjusted EBITDA to evaluate our performance, both internally and as compared with our peers, because these measures exclude certain items that may not be indicative of our core operating results, as well as items that can vary widely among companies within our industry. For example, non-cash compensation costs can be subject to volatility from changes in the market price per share of our common stock or variations in the value and number of shares granted, and amortization of intangible assets is subject to business and asset acquisition activities, which varies from period to period.
We present these non-GAAP financial measures because we believe they are frequently used by analysts, investors and other interested parties to evaluate companies in our industry. Furthermore, we believe they are helpful in highlighting trends in our operating results by focusing on our core operating results and are useful to evaluate our performance in conjunction with our GAAP financial measures. Adjusted Net Income, Adjusted Earnings per Share and Adjusted EBITDA are non-GAAP financial measures and should not be considered as an alternative to operating income, net income or earnings per share 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 measures.
Adjusted EBITDA is one of the primary metrics used by management to evaluate the financial performance of our business because it excludes, among other things, the effects of certain transactions 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.
In particular, Adjusted EBITDA is subject to certain limitations, including the following:
•Adjusted EBITDA does not reflect interest expense, or the amounts necessary to service interest or principal payments on our debt;
•Adjusted EBITDA does not reflect income tax provision (benefit), and because the payment of taxes is part of our operations, tax provision is a necessary element of our costs and ability to operate;
•Although depreciation and amortization are eliminated in the calculation of Adjusted EBITDA, the assets being depreciated and amortized will often have to be replaced in the future, and Adjusted EBITDA does not reflect any costs of such replacements;
•Adjusted EBITDA does not reflect the noncash component of share-based compensation;
•Adjusted EBITDA does not reflect the impact of earnings or charges resulting from matters we consider not to be reflective, on a recurring basis, of our ongoing operations; and
•other companies in our industry may calculate Adjusted EBITDA or similarly titled measures differently than we do, limiting its usefulness as a comparative measure.
We adjust for these limitations by relying primarily on our GAAP results and using Adjusted EBITDA, as well as our other non-GAAP financial measures, only as supplemental information.
Adjusted Net Income and Adjusted Earnings per Share
Adjusted Net Income is defined as net income adjusted to add back certain charges and expenses, such as non-cash amortization of intangible assets resulting from business acquisition transactions, non-cash compensation costs and other items set forth in the table below, 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 Earnings per Share - Basic and Diluted is calculated by dividing Adjusted Net Income by GAAP weighted-average common shares outstanding (basic and diluted).
Adjusted Net Income for the year ended December 31, 2025 was $50.0 million, representing a decrease of $20.4 million, or 29.0%, from Adjusted Net Income of $70.4 million for the year ended December 31, 2024. The decrease in Adjusted Net Income was primarily due to the decrease in net income discussed above offset by the higher net effect of the adjusting items detailed in the table below.
The following table presents the reconciliation of Net Income, our closest GAAP measure, to Adjusted Net Income:
Index
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
(in thousands, except for share data)
|
2025
|
|
2024
|
|
|
|
|
|
|
Net Income
|
$
|
32,671
|
|
|
$
|
58,821
|
|
|
|
|
|
|
|
Adjusted for:
|
|
|
|
|
Share-based compensation (a)
|
9,276
|
|
|
7,043
|
|
|
Restructuring costs (b)
|
742
|
|
|
3,060
|
|
|
Transaction costs (c)
|
10,464
|
|
|
1,819
|
|
|
Contingency settlements (d)
|
(3,286)
|
|
|
(570)
|
|
|
Goodwill impairment (e)
|
1,209
|
|
|
-
|
|
|
Other charges and expenses (f)
|
2,398
|
|
|
1,239
|
|
|
Amortization of intangibles (g)
|
4,253
|
|
|
3,820
|
|
|
Income tax benefit related to adjustments (h)
|
(7,686)
|
|
|
(4,820)
|
|
|
Adjusted Net Income
|
$
|
50,041
|
|
|
$
|
70,412
|
|
|
|
|
|
|
|
Adjusted Earnings per share
|
|
|
|
|
Basic
|
$
|
1.67
|
|
|
$
|
2.17
|
|
|
Diluted
|
$
|
1.66
|
|
|
$
|
2.14
|
|
|
|
|
|
|
|
Weighted-average common shares outstanding
|
|
|
|
|
Basic
|
29,938,268
|
|
|
32,430,755
|
|
|
Diluted
|
30,181,194
|
|
|
32,850,497
|
|
(a)Represents share-based compensation relating to equity awards granted primarily to employees and independent directors of the Company.
(b)Represents primarily severance, write-off of assets and, legal and professional fees related to the execution of restructuring plans.
(c)Represents primarily financial advisory, professional and legal fees related to strategic alternatives, including the pending Merger with Western Union and business acquisition transactions.
(d)Represents gain contingencies related to legal settlements.
(e)Represents a goodwill impairment charge related to an investment in a foreign subsidiary.
(f)Represents primarily loss on disposal of fixed assets.
(g)Represents the amortization of intangible assets that resulted from business and asset acquisition transactions.
(h)Represents the current and deferred tax impact of the taxable adjustments to Net Income using the Company's blended federal and state tax rate for each period. Relevant tax-deductible adjustments include all adjustments to Net Income.
Adjusted Earnings per Share - Basic (previously defined and used as described above) for the year ended December 31, 2025 was $1.67, representing a decrease of $0.50, or 23.0%, compared to $2.17 for the year ended December 31, 2024. The decrease in Adjusted Earnings per Share - Basic was primarily due to the decrease in Net Income, partially offset by the effect of a lower weighted average common shares total for the period due to stock repurchases as well as the higher net effect of the adjusting items detailed in the table above.
Adjusted Earnings per Share - Diluted (previously defined and used as described above) for the year ended December 31, 2025 was $1.66, representing a decrease of $0.48, or 22.4%, compared to $2.14 for the year ended December 31, 2024. The decrease in Adjusted Earnings per Share - Diluted was primarily due to the decrease in Net Income, partially offset by the effect of a lower weighted average common shares total for the year due to stock repurchases as well as the higher net effect of the adjusting items detailed in the table above.
Index
The following table presents the reconciliation of GAAP Earnings per Share, our closest GAAP measure, to Adjusted Earnings per Share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
|
2025
|
|
2024
|
|
|
Basic
|
|
Diluted
|
|
Basic
|
|
Diluted
|
|
GAAP Earnings per Share
|
$
|
1.09
|
|
|
$
|
1.08
|
|
|
$
|
1.81
|
|
|
$
|
1.79
|
|
|
Adjusted for:
|
|
|
|
|
|
|
|
|
Share-based compensation
|
$
|
0.31
|
|
|
$
|
0.31
|
|
|
$
|
0.22
|
|
|
$
|
0.21
|
|
|
Restructuring costs
|
$
|
0.02
|
|
|
$
|
0.02
|
|
|
$
|
0.09
|
|
|
$
|
0.09
|
|
|
Transaction costs
|
$
|
0.35
|
|
|
$
|
0.35
|
|
|
$
|
0.06
|
|
|
$
|
0.06
|
|
|
Contingency settlements
|
$
|
(0.11)
|
|
|
$
|
(0.11)
|
|
|
$
|
(0.02)
|
|
|
$
|
(0.02)
|
|
|
Goodwill impairment
|
$
|
0.04
|
|
|
$
|
0.04
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
Other charges and expenses
|
$
|
0.08
|
|
|
$
|
0.08
|
|
|
$
|
0.04
|
|
|
$
|
0.04
|
|
|
Amortization of intangibles
|
$
|
0.14
|
|
|
$
|
0.14
|
|
|
$
|
0.12
|
|
|
$
|
0.12
|
|
|
Income tax benefit related to adjustments
|
$
|
(0.26)
|
|
|
$
|
(0.25)
|
|
|
$
|
(0.15)
|
|
|
$
|
(0.15)
|
|
|
Adjusted Earnings per Share
|
$
|
1.67
|
|
|
$
|
1.66
|
|
|
$
|
2.17
|
|
|
$
|
2.14
|
|
The table above may contain slight summation differences due to rounding.
Adjusted EBITDA
Adjusted EBITDA is defined as net income before depreciation and amortization, interest expense, income taxes, and also adjusted to add back certain charges and expenses, such as non-cash compensation costs and other items set forth in the table below, as these charges and expenses are not considered a part of our core business operations and may not be indicative of ongoing, future company performance.
Adjusted EBITDA for the year ended December 31, 2025 was $96.9 million, representing a decrease of $24.4 million, or 20.1%, from $121.3 million for the year ended December 31, 2024. The decrease in Adjusted EBITDA was primarily due to the decrease in Net Income as discussed above, offset by the higher net effect of the adjusting items detailed in the table below.
The following table presents the reconciliation of Net Income, our closest GAAP measure, to Adjusted EBITDA:
Index
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
(in thousands)
|
2025
|
|
2024
|
|
|
|
|
|
|
Net Income
|
$
|
32,671
|
|
|
$
|
58,821
|
|
|
|
|
|
|
|
Adjusted for:
|
|
|
|
|
Interest expense
|
11,836
|
|
|
11,745
|
|
|
Income tax provision
|
14,429
|
|
|
24,450
|
|
|
Depreciation and amortization
|
17,161
|
|
|
13,645
|
|
|
EBITDA
|
76,097
|
|
|
108,661
|
|
|
Share-based compensation (a)
|
9,276
|
|
|
7,043
|
|
|
Restructuring costs (b)
|
742
|
|
|
3,060
|
|
|
Transaction costs (c)
|
10,464
|
|
|
1,819
|
|
|
Contingency settlements (d)
|
(3,286)
|
|
|
(570)
|
|
|
Goodwill impairment (e)
|
1,209
|
|
|
-
|
|
|
Other charges and expenses (f)
|
2,398
|
|
|
1,239
|
|
|
Adjusted EBITDA
|
$
|
96,900
|
|
|
$
|
121,252
|
|
(a)Represents share-based compensation relating to equity awards granted primarily to employees and independent directors of the Company.
(b)Represents primarily severance, write-off of assets, and legal and professional fees related to the execution of restructuring plans.
(c)Represents primarily financial advisory, professional and legal fees related to strategic alternatives, including the pending Merger with Western Union and business acquisition transactions.
(d)Represents gain contingencies related to legal settlements.
(e)Represents a goodwill impairment charge related to an investment in a foreign subsidiary.
(f)Represents primarily loss on disposal of fixed assets.
Liquidity and Capital Resources
We consider liquidity in terms of our cash and cash equivalents position, cash flows from operations and their sufficiency to fund business operations, including working capital needs, debt service, acquisitions, capital expenditures, contractual obligations and other commitments. In particular, to meet our payment service obligations at all times, we must have sufficient highly liquid assets and be able to move funds on a timely basis.
Our principal sources of liquidity are our cash generated by operating activities supplemented with borrowings under our revolving credit facility. Our primary cash needs are for day-to-day operations, to pay interest and principal on our indebtedness, to fund working capital requirements, to make capital expenditures and repurchases of our common stock. However, the Company has suspended activity under the Repurchase Program and does not intend to make further repurchases under it during the pendency of the Merger Agreement.
We have funded and still expect to continue funding our liquidity requirements through internally generated funds, supplemented in the ordinary course, with borrowings under our revolving credit facility. We maintain a strong cash and cash equivalents balance position and have access to committed funding sources, which we have used only on an ordinary course basis during the year ended December 31, 2025. Therefore, we believe that our current cash and cash equivalents position, as well as projected cash flows generated from operations, together with borrowings under our revolving credit facility are sufficient to fund the principal and interest payments on our debt, lease expenses, our working capital needs, our business acquisitions and our expected capital expenditures in the short and long terms.
Credit Agreement
The Company and certain of its subsidiaries are party to a Second Amended and Restated Credit Agreement (the "Second A&R Credit Agreement") with a group of banking institutions, which amended and restated in its entirety the A&R Credit Agreement. The Second A&R Credit Agreement provides for a new $425.0 million, multi-currency, revolving credit facility and an uncommitted incremental facility, which may be utilized for additional term and revolving loans of up to $100.0 million. The Second A&R Credit Agreement also provides for the issuance of letters of credit, which would reduce availability under the revolving credit facility. The maturity date of the Second A&R Credit Agreement is August 29, 2029. A portion of the initial borrowings under the new revolving credit facility were used to repay in full the remaining outstanding balance of the Company's term loan under the A&R Credit Agreement and to pay the costs
Index
associated with establishing the new revolving credit facility. Borrowings under the Second A&R Credit Agreement are available for general corporate purposes to support the Company's growth and working capital requirements.
As of December 31, 2025 there were $194.8 million of outstanding amounts drawn on the revolving credit facility. There were $330.2 million of additional borrowings available under this facility as of December 31, 2025.
Under the Second A&R Credit Agreement and at the election of the Company, interest on the revolving loans denominated in U.S. Dollars is determined by reference to either (i) the secured overnight financing rate ("SOFR"), (ii) the daily simple SOFR or (iii) a defined "base rate," in each case, plus an applicable margin ranging from 1.75% to 2.25% for SOFR rate loans and from 0.75% to 1.25% for base rate loans based upon the Company's consolidated leverage ratio, as so calculated pursuant to the terms of the Second A&R Credit Agreement. Interest on revolving loans denominated in Euros or Pounds Sterling is determined by reference to the Euro Interbank Offered Rate ("EURIBOR") or Sterling Overnight Index Average ("SONIA"), in each case, plus an applicable margin ranging from 1.75% to 2.25% based upon the Company's consolidated leverage ratio, as so calculated.
The revolving loans may be borrowed, repaid, and reborrowed from time to time in accordance with the terms and conditions of the Second A&R Credit Agreement. Interest is payable quarterly for base rate loans, daily simple SOFR loans, and daily simple SONIA loans, and on the expiration of the applicable interest period for term SOFR loans and EURIBOR loans. The Company also pays an annual commitment fee of up to 0.30% of the actual daily amount by which the maximum availability under the revolving credit facility exceeds the sum of the outstanding amount of revolving credit loans.
The effective interest rate for the year ended December 31, 2025 for the revolving credit facility was 2.78%.
The Second A&R Credit Agreement also provides the Company with increased flexibility to make certain restricted payments, including the repurchase of its common stock, without limitation so long as the Company's consolidated leverage ratio, as of the then most recently completed four fiscal quarters, after giving pro forma effect to such restricted payments, is 2.50 to 1.00 or less. In addition, the Company may make restricted payments that do not exceed in the aggregate during any fiscal year the greater of (i) $30.3 million and (ii) 25% of Consolidated EBITDA (as defined in the Second A&R Credit Agreement) for the then most recently completed four fiscal quarters of the Company.
The Second A&R Credit Agreement also contains customary covenants that limit the ability of the Company and its subsidiaries to, among other things, grant liens, incur additional indebtedness, make acquisitions or investments, dispose of certain assets, issue dividends and distributions (other than to the Company and certain of its subsidiaries), change the nature of their businesses, enter into certain transactions with affiliates, or amend the terms of material indebtedness, in each case subject to certain thresholds and exceptions.
Under the Second A&R Credit Agreement, the Company is required to maintain a quarterly minimum interest coverage ratio of 3.00:1.00 and a quarterly maximum consolidated leverage ratio of 3.50 with a step-up to 3.75 in the quarter during which the Company completes a material acquisition, in each case, as computed in accordance with the terms of the Second A&R Credit Agreement. As of December 31, 2025, we were in compliance with these covenants.
Our indebtedness could adversely affect our ability to raise additional capital, limit our ability to react to changes in the economy or our industry, expose us to interest rate risk and prevent us from meeting our obligations. See "Risk Factors-Risks Relating to Our Indebtedness-The Company's indebtedness may limit our operating flexibility and could adversely affect our business, financial condition and results of operations" and "Our Second Amended and Restated Credit Agreement contains covenants that may limit our ability to conduct business" included elsewhere in this Annual Report on Form 10-K.
Repurchase Program
On August 18, 2021, the Company's Board of Directors approved a stock repurchase program (the "Repurchase Program") that authorizes the Company to purchase up to $40.0 million of its outstanding shares of the Company's common stock. On March 3, 2023, the Board of Directors approved an increase to the Repurchase Program that authorizes the Company to purchase an additional $100.0 million of its outstanding shares. On August 26, 2024, the Board of Directors approved a second increase to the Repurchase Program that authorizes the Company to purchase an additional $63.8 million of its outstanding shares. Under the Repurchase Program, the Company is authorized to repurchase shares from time to time in accordance with applicable laws, both on the open market and in privately negotiated transactions and may include the use of derivative contracts or structured share repurchase agreements. The timing and amount of repurchases depends on several factors, including market and business conditions, the trading price of the Company's common stock and the nature of other investment opportunities. The Repurchase Program may be limited, suspended or discontinued at any time without prior notice. The Repurchase Program does not have an expiration date. The Second A&R Credit Agreement permits the Company to make restricted payments (including share repurchases, among others) under a variety of tests as described above, including, without limitation, so long as the Consolidated Leverage Ratio (as defined in the Second A&R Credit Agreement), as of the then most recently completed four fiscal quarters of the Company, after giving pro forma effect to such restricted payments, is 2.50:1.00 or less.
Index
The Company accounts for purchases of treasury stock under the cost method. Any direct costs incurred to acquire treasury stock are considered stock issue costs and added to the cost of the treasury stock. During the year ended December 31, 2025, including the shares purchased in the privately-negotiated transaction described below, the Company purchased 1,348,214 shares for an aggregate purchase price of $16.3 million. During the year ended December 31, 2024, the Company purchased 3,765,320 shares for an aggregate purchase price of $75.1 million. As of December 31, 2025, there was $48.3 million remaining available for future share repurchases under the Repurchase Program.
Effective in June 2025, the Company suspended activity under the Repurchase Program and does not intend to make further repurchases under it during the pendency of the Merger Agreement.
Privately-Negotiated Share Repurchase Transactions
On March 12, 2025, the Company entered into an agreement with Latin-American Investment Holdings Inc., a related party, for the purchase of 100,000 shares of the Company's common stock for a total purchase price of $1.3 million, or a per share price of $13.30 (reflecting a discount of 2.6% from the last reported sale price as reported on the Nasdaq Stock Market of the Company's Common Stock on March 10, 2025), in a privately-negotiated transaction.
Operating Leases
We are party to operating leases for office space, warehouses and Company-operated store locations, which we use as part of our day-to-day operations. Operating lease expenses were $7.0 million for the year ended December 31, 2025. We have not entered into finance lease commitments. For additional information on operating lease obligations, refer to Part II, Item 8, Financial Statements and Supplementary Data, Note 8, "Leases".
Cash Flows
The following table summarizes the changes to our cash flows for the periods presented:
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Year Ended December 31,
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(in thousands)
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2025
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2024
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2023
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Statement of Cash Flows Data:
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Net cash provided by operating activities
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$
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36,887
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$
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53,085
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$
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143,525
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Net cash used in investing activities
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(22,066)
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(43,946)
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(18,280)
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Net cash provided by (used in) financing activities
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20,795
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(114,204)
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(37,120)
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Effect of exchange rate changes on cash and cash equivalents
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2,563
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(3,635)
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1,585
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Net increase (decrease) in cash and cash equivalents
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38,179
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(108,700)
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89,710
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Cash and cash equivalents, beginning of the year
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$
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130,503
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$
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239,203
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$
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149,493
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Cash and cash equivalents, end of the year
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$
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168,682
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$
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130,503
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$
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239,203
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Operating Activities
Net cash provided by operating activities was $36.9 million for the year ended December 31, 2025, a decrease of $16.2 million from net cash provided by operating activities of $53.1 million for the year ended December 31, 2024. The decrease is primarily a result of the decrease in net income for the year ended December 31, 2025.
Investing Activities
Net cash used in investing activities was $22.1 million for the year ended December 31, 2025, a decrease of $21.8 million from $43.9 million for the year ended December 31, 2024. This decrease in cash used was primarily due to the acquisitions of the Amigo Paisano brands and a money remittance Company in the United Kingdom through cash transactions, which resulted in $13.2 million of cash used, net of cash acquired in 2024. In addition, the decrease in cash used was driven by the capitalization of leasehold improvements, furniture and equipment related to the Company's move to the new U.S. headquarters in February 2024 of approximately $10.0 million.
Financing Activities
Index
Net cash provided by financing activities was $20.8 million for the year ended December 31, 2025, which primarily consisted of $38.2 million of net borrowings under the revolving credit facility, $16.3 million used for repurchases of common stock, and $1.1 million of payments for stock-based awards for shares withheld for tax payments in connection with share-based compensation arrangements.
Net cash used in financing activities was $114.2 million for the year ended December 31, 2024, which primarily consisted of $42.6 million of net borrowings under the revolving credit facility, $75.5 million in scheduled quarterly pay-downs for the first half of the year and final payoff of the term loan facility, $75.1 million used for repurchases of common stock, $3.1 million in debt origination costs related to the Second A&R Credit Agreement and $2.5 million of payments for stock-based awards for shares withheld for tax payments in connection with share-based compensation arrangements.
Critical Accounting Estimates
The preparation of financial statements in accordance with accounting principles generally accepted in the United States requires management to make estimates and assumptions about future events that affect amounts reported in our consolidated financial statements and related notes, as well as the related disclosure of contingent assets and liabilities at the date of the financial statements. Management evaluates its accounting policies, estimates and judgments on an on-going basis. Management bases its estimates and judgments on historical experience and various other factors that are believed to be reasonable under the circumstances. Actual results may differ from these estimates under different assumptions and conditions. Our significant accounting policies are discussed in Part II, Item 8, Financial Statements and Supplementary Data, Note 2, "Summary of Significant Accounting Policies."
Allowance for Credit Losses
Accounts receivable and agent advances receivable are recorded at amortized cost, reflecting the amount outstanding, net of an allowance for credit losses. Accounts receivable are recorded upon initiation of the wire transfer and are typically due to the Company within five days. The Company maintains an allowance for credit losses for estimated losses resulting from the inability of its sending agents or digital partners to make required payments.
The Company calculates its allowance for credit losses using the expected credit loss rates on financial instruments based on the total estimated amount to be collected over the lifetime of the instrument. Expected credit losses for uncollectible receivable balances consider both current conditions and reasonable and supportable forecasts of future conditions. Current conditions include pre-defined aging criteria, as well as specified events that indicate the balance due is not collectible. Reasonable and supportable forecasts used in determining the probability of future collection consider publicly available macroeconomic data and whether future credit losses are expected to differ from historical losses. Accounts receivable that are more than 90 days past due are charged off against the allowance for credit losses.
The Company is not party to any off-balance sheet arrangements that would require an allowance for credit losses.
Goodwill and Intangible Assets
Goodwill and intangible assets result primarily from business and asset acquisition transactions. Intangible assets include agent relationships, trade names, developed technology and other intangibles, all with finite lives. Other intangibles relate to the acquisition of certain agent locations and non-competition agreements. Upon the acquisition, the purchase price is first allocated to identifiable assets and liabilities, including trade name and other intangibles, with any remaining purchase price recorded as goodwill.
Goodwill is not amortized; however, it is assessed for impairment at least annually, at the beginning of the fourth quarter, or more frequently if triggering events occur. For purposes of the annual assessment, management initially performs a qualitative assessment, which includes consideration of the economic, industry and market conditions in addition to our overall financial performance and the performance of these assets. If our qualitative assessment does not conclude that it is more likely than not that the estimated fair value of the reporting unit is greater than the carrying value, we perform a quantitative analysis. In a quantitative test, the fair value of a reporting unit is determined based on a discounted cash flow analysis. A discounted cash flow analysis requires us to make various assumptions, including assumptions about future cash flows, growth rates and discount rates. The assumptions about future cash flows and growth rates are based on our long-term projections. Assumptions used in our impairment testing are consistent with our internal forecasts and operating plans. If the fair value of the reporting unit exceeds its carrying amount, there is no impairment. If not, we recognize an impairment equal to the difference between the carrying amount of the reporting unit and its fair value, not to exceed the carrying amount of goodwill.
The Company's agent relationships, trade names and developed technology are amortized utilizing an accelerated method over their estimated useful lives of up to 15 years. Other intangible assets are amortized on a straight-line basis over a useful life of up to 10 years. The Company reviews for impairment indicators of finite-lived intangibles and other long-lived assets as described below.
Index
The Company evaluates long-lived assets, including amortizable intangible assets, for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Upon such an occurrence, recoverability of assets to be held and used is measured by comparing the carrying amount of an asset to forecasted undiscounted future net cash flows expected to be generated by the asset. If the carrying amount of the asset exceeds its estimated future cash flows, an impairment charge is recognized for the amount by which the carrying amount of the asset exceeds the fair value of the asset. For long-lived assets held for sale, assets are written down to fair value, less cost to sell. Fair value is determined based on discounted cash flows, appraised values or management's estimates, depending upon the nature of the assets.
Income Taxes
The Company is subject to income taxes in the U.S. federal jurisdiction and various state jurisdictions and our foreign subsidiaries are subject to taxes by local tax authorities. The Company accounts for income taxes in accordance with GAAP which requires, among other things, recognition of future tax benefits measured at enacted rates attributable to deductible temporary differences between financial statement and income tax bases of assets and liabilities and to tax net operating loss carryforwards to the extent that realization of said benefits is more likely than not.
As required by the uncertain tax position guidance, we recognize the financial statement benefit of a position only after determining that the relevant tax authority would more likely than not sustain the positions following an audit. Tax regulations within each jurisdiction are subject to the interpretation of the related tax laws and regulations and require significant judgment to apply. We apply the uncertain tax position guidance to all tax positions for which the statute of limitations remains open. Resolution of these uncertainties in a manner inconsistent with management's expectations could have a material impact on the Company's financial condition and operating results.
Recent Accounting Pronouncements
Refer to Part II, Item 8, Financial Statements and Supplementary Data, Note 2, "Summary of Significant Accounting Policies", for further discussion on recent accounting pronouncements.