International Money Express
Annual Report 2018

Plain-text annual report

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549FORM 10-K(Mark One)☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended: December 31, 2018OR☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from to Commission File No. 001-37986 INTERNATIONAL MONEY EXPRESS, INC.(Exact name of registrant as specified in its charter)Delaware47-4219082(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)9480 South Dixie Highway Miami, Florida 33156(Address of Principal Executive Offices)(Zip Code)(305) 671-8000(Registrant’s telephone number, including area code)Securities registered pursuant to Section 12(b) of the ActTitle of each className of each exchange on which registeredCommon stock ($0.0001 par value)Nasdaq Capital Market Securities registered pursuant to Section 12(g) of the Act None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filingrequirements for the past 90 days. Yes ☒ No ☐Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).Yes ☒ No ☐Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein,and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of thisForm 10-K or any amendment to this Form 10-K. ☐Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, oran emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company”, and "emerging growthcompany" in Rule 12b-2 of the Exchange Act. ☐ Large accelerated filer☐ Accelerated filer ☒ Non-accelerated filer☐ Smaller reporting company ☒ Emerging growth companyIf an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying withany new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒The common stock of the registrant has been traded on the NASDAQ Capital Market under the symbol “IMXI” since July 27, 2018, which is thebusiness day following the consummation of the Merger among the registrant and FinTech Acquisition Corp. II. Accordingly, there was no public market forthe registrant’s common equity as of June 29, 2018, the last business day of the registrant’s most recently completed second fiscal quarter.As of March 15, 2019, 36,182,783 shares of the registrant's common stock, par value $0.001 per share, were outstanding. The registrant has no otherclass of common stock outstanding.DOCUMENTS INCORPORATED BY REFERENCENone.INTERNATIONAL MONEY EXPRESS, INC.INDEX Page SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS1 PART I Item 1.Business2Item 1A.Risk Factors9Item 1B.Unresolved Staff Comments25Item 2.Properties25Item 3.Legal Proceedings26Item 4.Mine Safety Disclosures26Item 4A.Executive Officers of the Registrant26 PART II Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities28Item 6.Selected Financial Data30Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations31Item 7A.Quantitative and Qualitative Disclosures About Market Risk47Item 8.Financial Statements and Supplementary Data48Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure49Item 9A.Controls and Procedures49Item 9B.Other Information49 PART III Item 10.Directors, Executive Officers and Corporate Governance50Item 11.Executive Compensation52Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters58Item 13.Certain Relationships and Related Transactions, and Director Independence60Item 14.Principal Accounting Fees and Services61 PART IV Item 15.Exhibits, Financial Statement Schedules63Item 16.Form 10–K Summary65 Signatures66IndexPART ISPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTSThis Annual Report on Form 10-K may contain certain “forward-looking statements” within the meaning of Section 27A of the Securities Act of1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which reflect our current views with respect to certain that couldhave an effect on our future performance, including but without limitation, statements regarding our plans, objectives, financial performance, businessstrategies, expectations for our business and the business of the Company.These statements relate to expectations concerning matters that are not historical fact and may include the words or phrases such as “will,” “should,”“expects,” “believes,” “anticipates,” “plans,” “intends,” “estimates,” “approximately,” “our planning assumptions,” “future outlook” and similar expressions.Except for historical information, matters discussed in this Form 10-K are forward-looking statements. These forward-looking statements are based largely oninformation currently available to our management and on our current expectations, assumptions, plans, estimates, judgments and projections about ourbusiness and our industry, and are subject to various risks and uncertainties that could cause actual results to differ materially from historical results or thosecurrently anticipated. Although we believe our expectations are based on reasonable estimates and assumptions, they are not guarantees of performance andthere are a number of known and unknown risks, uncertainties, contingencies and other factors (many of which are outside our control) that could causeactual results to differ materially from those expressed or implied by such forward-looking statements. Accordingly, there is no assurance that ourexpectations will, in fact, occur or that our estimates or assumptions will be correct, and we caution investors and all others not to place undue reliance onsuch forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those described in Item 1A, “RiskFactors” in this Annual Report on Form 10-K and the following: ·the ability to maintain the listing of our common stock on Nasdaq;·the ability to recognize the anticipated benefits of the Merger, which may be affected by, among other things, competition, and the ability of thecombined business to grow and manage growth profitably;·changes in applicable laws or regulations;·the possibility that we may be adversely affected by other economic, business and/or competitive factors;·factors relating to our business, operations and financial performance, including:ocompetition in the markets in which we operate;ocyber-attacks or disruptions to our information technology, computer network systems and data centers;oour ability to maintain agent relationships on terms consistent with those currently in place;oour ability to maintain banking relationships necessary for us to conduct our business;ocredit risks from our agents and the financial institutions with which we do business;obank failures, sustained financial illiquidity, or illiquidity at our clearing, cash management or custodial financial institutions;onew technology or competitors that disrupt the current ecosystem;oour success in developing and introducing new products, services and infrastructure;ocustomer confidence in our brand and in consumer money transfers generally;oour ability to maintain compliance with the regulatory requirements of the jurisdictions in which we operate or plan to operate;ointernational political factors or implementation of tariffs, border taxes or restrictions on remittances or transfers of money out of the UnitedStates;ochanges in tax laws and unfavorable outcomes of tax positions we take;opolitical instability, currency restrictions and devaluation in countries in which we operate or plan to operate;oweakness in U.S. or international economic conditions;ochange or disruption in international migration patterns;oour ability to protect our brand and intellectual property rights;oour ability to retain key personnel;ochanges in foreign exchange rates could impact consumer remittance activity; and·other economic, business and/or competitive factors, risks and uncertainties, including those described in the “Risk Factors” and “Management’sDiscussion and Analysis of Financial Condition and Results of Operations” sections of this Annual Report on Form 10-K, as well as any additionalrisk factors that may be described in our other filings with the SEC from time to time.All forward-looking statements that are made or attributable to us are expressly qualified in their entirety by this cautionary notice. The forward-looking statements included herein are only made as of the date of this Annual Report on Form 10-K. We undertake no obligation to publicly update orrevise any forward-looking statements, whether as a result of new information, future events or otherwise.1IndexITEM 1.BUSINESSOverviewOn July 26, 2018, International Money Express, Inc. (formerly FinTech Acquisition Corp. II) consummated a transaction (the “Merger”) by andamong FinTech Acquisition Corp. II, a Delaware corporation (“FinTech”), FinTech II Merger Sub Inc., a wholly-owned subsidiary of FinTech (“Merger Sub1”), FinTech II Merger Sub 2 LLC, a wholly-owned subsidiary of FinTech (“Merger Sub 2”), Intermex Holdings II, Inc. (“Intermex Holdings” or “Holdings”)and SPC Intermex Representative LLC (“SPC Intermex”). As a result of the Merger, the separate corporate existence of Intermex Holdings ceased and MergerSub 2 (which changed its name to International Money Express Sub 2, LLC in connection with the closing of the Merger) continued as the surviving entity.In connection with the closing of the Merger, FinTech, the surviving entity, changed its name to International Money Express, Inc. Unless the context belowotherwise provides, the terms “we”, “us”, “Intermex”, and the “Company” refer to International Money Express, Inc. following the Merger, together with itsrespective subsidiaries. Reference to the Company and its business operations and financial information as it existed pre-Merger refers to Intermex Holdings.We conduct our business primarily through our operating subsidiary, Intermex Wire Transfer, LLC. Intermex was incorporated as a Delawarecorporation on May 28, 2015. Our principal executive office is located at 9480 South Dixie Highway, Miami, Florida 33156, and our telephone number atthat address is (305) 671-8000. Our website is https://www.intermexonline.com. The information found on our website is not incorporated by reference intothis filing or any other report we file with or furnish to the SEC.Intermex is a rapidly growing and leading money remittance services company focused primarily on the United States to Latin America and theCaribbean (“LAC”) corridor, which includes Mexico, Central and South America and the Caribbean. We utilize our proprietary technology to deliverconvenient, reliable and value-added services to our customers through a broad network of sending and paying agents. Our remittance services, whichinclude a comprehensive suite of ancillary financial processing solutions and payment services, are available in 50 states, Washington D.C., and Puerto Rico,where customers can send money to beneficiaries primarily in 17 countries in Latin America and the Caribbean. Our services are accessible in person throughover 100,000 sending and paying agents and company-operated stores, as well as online and via Internet-enabled mobile devices.Money remittance services to Latin America, primarily Mexico and Guatemala, are the primary source of our revenue. These services involve themovement of funds on behalf of an originating customer for receipt by a designated beneficiary at a designated receiving location. Our remittances to LatinAmerica are generated in the United States by customers with roots in Latin American and Caribbean countries, many of whom do not have an existingrelationship with a traditional full-service financial institution capable of providing the services we offer. We provide these customers with flexibility andconvenience to help them meet their financial needs. Other customers who use our services may have access to traditional banking services, but prefer to useour services based on reliability, convenience and value. We generate money remittance revenue from fees paid by our customers (i.e. the senders of funds),which we share with our sending agents in the United States and our paying agents in the destination country. Remittances paid in local currencies that arenot pegged to the U.S. dollar also earn revenue through our daily management of currency exchange spreads.Our money remittance services enable our customers to send and receive funds through our extensive network of locations in the United States thatare primarily operated by third-party businesses, which we refer to as agents, and a small number of company- operated stores in the LAC corridor. Inaddition, our services are offered digitally through Intermexonline.com and via Internet-enabled mobile devices. We currently operate in the United States,Mexico, Guatemala and 20 additional countries. Since January 2015 through December 31, 2018, we have grown our agent network by more than 109%, andincreased our remittance transactions volume by approximately 117%. In 2018, we processed approximately 24 million remittances, representing over 27%growth as compared to 2017.Our Competitive Strengths·Primary focus on the Latin American Corridor. Unlike many of our competitors, who we believe prioritize global reach over growth and profitability, weare focused almost exclusively on one or two geographical regions. We believe the LAC corridor provides an attractive operating environment withsignificant opportunity for future growth. According to latest available data published by the World Bank, the LAC corridor represented approximately13.4% of total worldwide remittance volume for 2017, or $82 billion of annual transaction volume, and was the most rapidly growing remittance corridorin the world. The information contained in this paragraph is based on the World Bank’s “Bilateral Remittance Matrix 2017” published in April 2018 (the“World Bank Remittance Matrix”).·Highly scalable, proprietary software platform. We provide our money remittance services utilizing our internally developed proprietary softwaresystems, which we believe enhance the productivity of our network of agents, enabling them to quickly, reliably and cost-effectively process remittancetransactions. Our proprietary software systems were designed to incorporate real-time compliance functionality, which improves our regulatorycompliance and helps to minimize fraud. We have developed a platform that has the capacity to handle traffic well in excess of ten times the number oftransactions we currently process. Our money remittance platform has experienced limited downtime with our 2018 downtime being less than 0.05%,despite multiple natural disasters in our markets during that period.2Index·Highly selective agent recruitment process designed to identify productive long-term partners. We strategically target agents for our network only after ametric-based analysis of potential productivity and a thorough vetting process. In our agent selection process, we focus on geographic locations that webelieve are likely to have high customer volume and demand for our services. By closely monitoring individual agent performance and moneyremittance trends, we can offer our agents real-time technical support and marketing assistance to help increase their productivity and remittance volume.·Strong relationships with major banks and financial institutions. Our relationships with clearing, check processing, trading and exchange rate and cashmanagement banks are critical to an efficient and reliable remittance network. We benefit from our strong and long-term relationships with a number oflarge banks and financial institutions. We maintain strong relationships with a number of other national and regional banking and financial institutionsin the United States and Latin America. For example, we have maintained a long-term relationship with Wells Fargo, Bank of America and US Bank,among others. Due to increasing regulatory scrutiny of banks and financial institutions, we believe that new banking relationships may be difficult todevelop, hence creating a barrier to entry to new competition and making our existing relationships a competitive advantage.·Powerful brand with strong consumer awareness and loyalty in the LAC corridor. We believe we are a leading money remittance provider from the UnitedStates to the LAC corridor, processing 17.4% of the aggregate volume of remittances to Mexico according to the latest available data published by theCentral Bank of Mexico in 2018 and 24.0% of the aggregate volume of remittances to Guatemala according to the latest available data published by theCentral Bank of Guatemala in 2018. We believe that our customers associate the Intermex brand with reliability, strong customer service and the abilityto safely and efficiently remit their funds. The information contained in this paragraph is based on “Revenues by Workers' Remittances” published in theCentral Bank of Mexico’s website, and “Income from family remittance” published in the in the Central Bank of Guatemala’s website.·Strong compliance processes and procedures. We operate in a highly-regulated environment and are reviewed by regulators and external auditorsperiodically. We maintain a comprehensive and rigorous compliance process with policies, procedures and internal controls designed to exceed currentregulatory requirements. Our software also includes embedded compliance systems that provide real-time transaction alerts and Office of Foreign AssetsControl (“OFAC”) screening. Our risk and compliance management tools include programs by Equifax, Experian, LexisNexis and TransUnion, amongothers.·Experienced and proven management team. Our management team consists of industry veterans with a track record of achieving profitable growth, evenduring periods involving transformative transactions, such as during the time around our acquisition by Stella Point Capital to the closing of the Mergerwith FinTech. Led by our Chief Executive Officer, Robert Lisy, with a successful 27-year track record in the retail financial services and electronicpayment processing industry.Our Growth StrategyWe believe we are well positioned to drive continued growth by executing on the following core strategies:·Expand our market share in our largest corridors. The two largest remittance corridors we serve are the United States to Mexico and United States toGuatemala. According to the latest available data in the World Bank Remittance Matrix, the United States to Mexico remittance corridor was the largestin the world in 2017, with an aggregate of over $30.0 billion sent. The United States to Guatemala corridor represented the tenth largest in the world in2017 as reported by the World Bank in their latest available data published, with an aggregate of over $7.7 billion sent. We aim to continue to expandour market share by: oGrowing our market share in our current stronghold states. We are currently well-established in 15 states (Alabama, Delaware, Florida, Georgia,Kentucky, Maryland, Mississippi, North Carolina, New Jersey, Ohio, Pennsylvania, Rhode Island, South Carolina, Tennessee and Virginia) andpoised for continued profitable growth within those markets via targeted regional penetration. We believe that we can leverage our current customerdata to increase repeat customer usage, track and effectively recapture one-time users of our service and improve sending agent productivity to drivegrowth in these states. oIncreasing our market share in growth states. We have identified 10 states (California, Colorado, Illinois, Kansas, Nevada, New York, Oklahoma,Texas, Utah and Wisconsin) where we expect to realize significantly increased market share growth. In particular, we are staging a targetedmarketing effort in these large states where we are underrepresented.·Expand our services into new corridors. We believe that there is significant room to grow our business in underserved geographic regions in the LACcorridor where there is demand from customers and agents for our value-added approach to money remittances. Specifically, we are targeting futuregrowth opportunities via new corridors from the United States to other non-Spanish speaking regions, including the Caribbean and other continents. In2018, we achieved strong 27% and 45% growth in remittance volume to our newer markets of El Salvador and Honduras, respectively, compared to2017.3Index·Leverage our technology in the business-to-business market. We believe that our money remittance platform has significant excess capacity. We believewe can leverage this capacity to sell business-to-business solutions to third parties, such as banks and major retailers.·Continue to grow online and mobile remittance channels. Our money remittance platform currently enables our customers to send funds from the UnitedStates to Latin America through the Internet via Intermexonline.com and on their Internet-enabled mobile devices. We believe these channels not onlyexpand our potential customer base as digital transaction capabilities become more relevant to Latin American consumers but also benefit from secularand demographic trends as consumers continue to migrate to conducting financial transactions online.SegmentsOur business is organized around one reportable segment that provides money transmittal services primarily between the USA and Latin America. This isbased on the objectives of the business and how our chief operating decision maker, the CEO and President, monitors operating performance and allocatesresources.Operations and ServicesMoney remittance services to Latin America, primarily Mexico and Guatemala, are the primary source of our revenue. These services involve themovement of funds on behalf of an originating customer for receipt by a designated beneficiary at a designated receiving location. Our remittances to LatinAmerica are generated in the United States by customers with roots in Latin American and Caribbean countries, many of whom do not have an existingrelationship with a traditional full-service financial institution capable of providing the services we offer. We provide these customers with flexibility andconvenience to help them meet their financial needs. Other customers who use our services may have access to traditional banking services, but prefer to useour services based on reliability, convenience and value add. We generate money remittance revenue from fees paid by our customers (i.e. the senders offunds), which we share with our sending agents in the United States and our paying agents in the destination country. Remittances paid in local currenciesthat are not pegged to the U.S. dollar also earn revenue through our daily management of currency exchange spreads.The majority of our money remittance transactions are generated through our agent network of retail locations and company- operated stores wherethe transaction is processed and payment is collected by our agent. Those funds become available for pickup by the beneficiary at the designated receivingdestination, usually within minutes, at any Intermex payer location. In select countries, the designated recipient may also receive the remitted funds via adeposit directly to the recipient’s bank account, mobile phone account or prepaid card. Our locations in the United States, also referred to as our sendingagents, tend to be individual establishments, such as multi-service stores, grocery stores, convenience stores, bodegas and other retail locations. Our payers inLatin America are referred to as paying agents, and generally consist of large banks and financial institutions or large retail chains. Grupo Elektra, S.A.B. deC.V. is our largest paying agent and processes a significant portion of remittances in the LAC corridor. Each of our sending agents and our paying agents areprimarily operated by third-party businesses where our money remittance services are offered. Additionally, we operate a small number of retail locations inthe United States, which we refer to as company-operated stores and where our money remittance services are available. We also operate subsidiary payernetworks in Mexico under the Pago Express brand and in Guatemala under the Intermex brand. These networks contribute payer locations that reach some ofthe most remote areas in those countries, providing increased convenience to our customers in the United States, Mexico and Guatemala.At our agent sending locations, our customers may initiate a transaction directly with an agent, or through a direct-dialed telephone conversationfrom our agent location to our call centers. Many of our sending agents operate in locations that are open outside of traditional banking hours, includingnights and weekends. Our sending agents understand the markets that they serve and coordinate with our sales and marketing teams to develop businessplans for those markets. We hold promotional events for our sending agents to help familiarize them with the Intermex brand and to incent the agents topromote our services to customers.Our money remittance services are also available on the Internet via Intermexonline.com, enabling customers to send money twenty-four hours a dayconveniently from their computer or Internet-enabled mobile device. Those funds can be sent to any of our paying agent locations or to a recipient’s bankaccount, funding the transaction using debit card, credit card, or through electronic funds transfer processed through the automated clearing house (“ACH”)payment system. Internet-based money transmission services do not comprise a material percentage of the Company’s overall business.We maintain call centers in Mexico and Guatemala, providing call center services 365 days per year and customer service in both English andSpanish, as well as the possibility of service in many of the regional dialects that our customers speak. Our call centers are able to provide customer servicefor inbound customer calls, and have technology available for direct calls from customers at our agent locations in processing remittance transactions.4IndexCash Management Bank RelationshipsWe buy and sell a number of global currencies and maintain a network of settlement accounts to facilitate the timely funding of money remittancesand foreign exchange trades. Our relationships with clearing, check processing, trading and exchange rate and cash management banks are critical to anefficient and reliable remittance network. We benefit from our strong and long-term relationships with a number of large banks and financial institutions. Wemaintain strong relationships with a number of other national and regional banking and financial institutions in the United States and Latin America. Inaddition, we have benefitted from our 15-year relationship with US Bank, which manages our main operating account, and from strong relationships withBancomer, Wells Fargo and KeyBank as our primary banks for exchange rate management with respect to the foreign currencies. Finally, we rely on ourrelationships with Wells Fargo, Bank of America and US Bank, as well as KeyBank and North American Banking Company, for check processing services.Information TechnologyCurrently, all of our money processing software is proprietary and has been developed internally by our software development team. Our moneyprocessing software acts as a point of sale for our money remittance transactions and incorporates real-time compliance functionality, which improves ourregulatory compliance and helps to minimize fraud. Our money processing software is critical to our operations while our back-office software is critical forsettling our transactions.In addition to our money remittance software, we continue to develop programs and defenses against cyber-attacks. We are fully aligned with thecybersecurity framework, which is a voluntary framework that most companies in the financial services industry follow. We utilize a number of third-partyvendors that monitor our systems and inform us of any attempted attacks. We also utilize a third-party consultant to act as our Chief Information SecurityOfficer (“CISO”) and audit our cybersecurity policies and practices. Our CISO delivered an annual report to our board of directors at least once during thefiscal year.In addition to our proprietary and internally developed software systems, we have analytical data which enables us to analyze market trends,performance of market territories, agents’ performance and consumers’ habits in real time.We continually invest in our technology platform that has the capacity to handle traffic well in excess of ten times the number of transactions wecurrently process. A load balancing configuration between tier-1 datacenters, in addition to failover redundancy, provide uptime performance. Ourtechnology platform has experienced limited downtime, with our 2018 downtime being less than 0.05%, despite multiple natural disasters in our marketsduring that period.Our Transaction Processing Engine, developed through a combination of databases, web services and applications, allows us to process moneyremittances reliably and quickly by leveraging a proprietary rules engine to apply granular-level product feature customization. The Transaction ProcessingEngine also leverages real-time risk management algorithms to improve our regulatory compliance and helps to minimize fraud.Our internally developed and proprietary payer Application Programming Interface (“API”) platform securely and efficiently integrates ourtransaction processing engine directly with the platforms of our paying agents, so that we can deliver money remittances quickly to our paying agents whileoptimizing the efficiency/speed of adding new payers to our network and integrating payers’ software and systems with our software and systems.Intellectual PropertyThe Intermex brand is critical to our business. In the markets in which we compete, we derive benefit from our brand, as we believe the Intermexbrand is recognized for its speed, cost effectiveness and reliability for money remittances throughout the United States and Latin America. We use varioustrademarks and service marks in our business, including, but not limited, to Intermex, International Money Express, CheckDirect and Pago Express, some ofwhich are registered in the United States and other countries. In addition, we rely on trade secret protection to protect certain proprietary rights in ourinformation technology. See the section entitled “Information Technology” for more information.We rely on a combination of patent, trademark and copyright laws and trade secret protection and confidentiality or license agreements to protectour proprietary rights in products, services, expertise, and information. We believe the intellectual property rights in processing equipment, computersystems, software and business processes held by us and our subsidiaries provide us with a competitive advantage. We take appropriate measures to protectour intellectual property to the extent such intellectual property can be protected.5IndexSales and MarketingThe majority of our money remittance transactions are generated through our agent network of retail locations and company-operated stores wherethe transaction is processed and payment is collected by our agent (“sending agent(s)”). Those funds become available for pickup by the beneficiary at thedesignated destination, usually within minutes, at any Intermex payer location (“paying agent(s)”). Our agent locations include multi-service stores, grocerystores, convenience stores, bodegas and other retail locations. The vast majority of our agents are provided access to our proprietary money remittancesoftware systems, while others have access to our combination telephone and fax/tablet set up, which we call telewire, enabling direct access to our callcenters for money remittance services. In all of our independent sending agent locations the agent provides the physical infrastructure and staff required tocomplete the remittances, while we provide the central operating functions, such as transaction processing, settlement, marketing support, compliancetraining and support and customer relationship management. We also maintain 32 company-operated stores in the United States. When a money remittancetransaction is initiated at a company-operated store, only the paying agent earns a commission. We retain customer data, which enables us to increase repeatcustomer usage, track and effectively recapture one-time users of our service and improve sending agent productivity. As a part of our money remittancetransactions, we rely upon in excess of 100,000 sending agents and paying gents, none of which, individually, handle a material portion of our business.We market our services to customers in a number of ways, directly and indirectly through our sending agents and paying agents, promotionalactivities, traditional media and digital advertising, and our loyalty program, which we call “Interpuntos.” This loyalty program offers customers fasterservice at our sending agent locations and the ability to earn points with each transaction that are redeemable for rewards, such as reduced transaction fees ormore favorable foreign exchange rates.Our IndustryWe are a rapidly growing and leading money remittance services company primarily focused on the United States to the LAC corridor. We utilizeour proprietary technology to deliver convenient, reliable and value-added services to our customers through a broad network of sending and paying agents.The two largest remittance corridors we serve are United States to Mexico and United States to Guatemala. According to the World Bank Remittance Matrix,the United States to Mexico remittance corridor was the largest in the world in 2017, with an aggregate of over $30.0 billion sent. This amount representedapproximately 40% of remittances to all of Latin America, and Mexico was the fourth largest global recipient of remittances, after India, China and thePhilippines. The United States to Guatemala corridor represented the tenth largest in the world in 2017 as reported by the World Bank in their latest availabledata published, with an aggregate of over $7.2 billion sent. Growth in money remittances in the United States-Latin America corridor continues to outpacemoney remittance growth in the rest of the world. For example, while global remittances increased by 5.7% from 2015 to 2017, remittances to Latin Americagrew at a rate of 17.6% in the same period, with the vast majority of that volume coming from the United States.Trends in the cross-border money remittance business tend to correlate to immigration trends, global economic opportunity and related employmentlevels in certain industries such as construction, information, manufacturing, agriculture and certain service industries.Throughout 2018, Latin American political and economic conditions remained unstable, as evidenced by high unemployment rates in key markets,currency reserves, currency controls, restricted lending activity, weak currencies and low consumer confidence, among other factors. Specifically, continuedpolitical and economic unrest in parts of Mexico and Guatemala contributed to volatility. Our business has generally been resilient during times of economicinstability as money remittances are essential to many recipients, with the funds used by the receiving party for their daily needs. However, long-termsustained devaluation of the Mexican Peso or Guatemalan Quetzal as compared to the U.S. dollar could negatively affect our revenues and profitability.Another significant trend impacting the money remittance industry is increasing regulation on banks, making it difficult for money remittancecompanies to have strong banking relationships. Regulations in the United States and elsewhere focus, in part, on cybersecurity and consumer protection.Regulations require money remittance providers, banks and other financial institutions to develop systems to prevent, detect, monitor and report certaintransactions.Government RegulationAs a non-bank financial institution, we are regulated by the Department of Treasury, the Internal Revenue Service, FinCEN, the Consumer FinancialProtection Bureau (“CFPB”), the Department of Banking and Finance of the State of Florida and additionally by the various regulatory institutions of thosestates where we hold an operating license. We are duly registered as a Money Service Business (“MSB”) with FinCEN, the financial intelligence unit of theU.S. Department of the Treasury. We are also subject to a wide range of regulations in the United States and other countries, including anti-money launderinglaws and regulations; financial services regulations; currency control regulations; anti-bribery laws; money transfer and payment instrument licensing laws;escheatment laws; privacy, data protection and information security laws; and consumer disclosure and consumer protection laws.6IndexRegulators worldwide are exercising heightened supervision of money remittance providers and requiring increased efforts to ensure compliance.Failure to comply with any applicable laws and regulations could result in restrictions on our ability to provide our products and services, as well as thepotential imposition of civil fines and possibly criminal penalties. We continually monitor and enhance our compliance programs in light of the most recentlegal and regulatory changes.Anti-Money Laundering Compliance. Our money remittance services are subject to anti-money laundering laws and regulations of the United States,including the Bank Secrecy Act, as amended by the USA PATRIOT Act of 2001, as well as state laws and regulations and the anti-money laundering laws andregulations in many of the countries in which we operate. The countries in which we operate may require one or more of the following:·reporting of large cash transactions and suspicious activity;·transaction screening against government watch-lists, including the watch-list maintained by OFAC;·prohibition of transactions in, to or from certain countries, governments, individuals and entities;·limitations on amounts that may be transferred by a customer or from a jurisdiction at any one time or over specified periods of time, which requireaggregation over multiple transactions;·customer information gathering and reporting requirements;·customer disclosure requirements, including language requirements and foreign currency restrictions;·notification requirements as to the identity of contracting agents, governmental approval of contracting agents or requirements and limitations oncontract terms with our agents;·registration or licensing of us or our agents with a state or federal agency in the United States or with the central bank or other proper authority in aforeign country; and·minimum capital or capital adequacy requirements.Anti-money laundering regulations are constantly evolving and vary from country to country. We continuously monitor our compliance with anti-money laundering regulations and implement policies and procedures in light of the most current legal requirements. Our money remittance services areprimarily offered through third-party agents under contract with us, but we do not directly control these agents. As a MSB, we and our agents are required toestablish anti-money laundering compliance programs that include internal policies and controls; a designated compliance officer; employee training and anindependent review function. We have developed an anti-money laundering training manual and a program to assist with the education of our agents andemployees on the applicable rules and regulations. We also offer in-person and online training as part of our agent compliance training program, engage invarious activities to enable agent oversight and have adopted compliance policies that outline key principles of our compliance program to our agents. Wehave developed a regulatory compliance department, under the direction of our experienced Chief Administrative and Compliance Officer, whose foremostresponsibility is to monitor transactions, detect suspicious activity, maintain financial records and train our employees and agents. An independent third-party consulting firm periodically reviews our policies and procedures to ensure the efficacy of our anti-money laundering and regulatory complianceprogram. Our key milestones in the compliance process include (1) the entry of the transaction by the sending agent requires completion of mandatory fieldsand identification requirements, (2) the sender and receiver are screened against government required lists (for OFAC and other purposes), (3) the transaction,before sent to the paying agent, is screened and any flagged exceptions are sent to the compliance unit for investigation and release or rejection and (4) thetransaction is screened for limit restrictions, velocity levels, structuring and identification requirements.In connection with and when required by regulatory requirements we make information available to certain U.S. federal and state, as well as certainforeign, government agencies to assist in the prevention of money laundering, terrorist financing and other illegal activities and pursuant to legal obligationsand authorizations. In certain circumstances, we may be required by government agencies to deny transactions that may be related to persons suspected ofmoney laundering, terrorist financing or other illegal activities, and it is possible that we may inadvertently deny transactions from customers who aremaking legal money transfers.Licensing. In most countries, either we or our agents are required to obtain licenses or to register with a government authority in order to offer moneytransfer services. Almost all states in the United States, the District of Columbia and Puerto Rico require us to be licensed to conduct business within theirjurisdictions. Licensing requirements may include requirements related to net worth, providing surety bonds and letters of credit, operational procedures,agent oversight and maintenance of reserves to cover outstanding payment obligations. Acceptable forms of such reserves will vary based on jurisdiction andthe applicable regulator, but generally include cash and cash equivalents, U.S. government securities and other highly rated debt instruments. Manyregulators require us to file reports on a quarterly or more frequent basis to verify our compliance with their requirements. We are also subject to periodicexaminations by the governmental agencies with regulatory authority over our business.Escheatment. Unclaimed property laws of each state in the United States in which we operate, the District of Columbia, and Puerto Rico require us totrack certain information for all of our money remittances and payment instruments and, if the funds underlying such remittances and instruments areunclaimed at the end of an applicable statutory abandonment period, require us to remit the proceeds of the unclaimed property to the appropriatejurisdiction. Applicable statutory abandonment periods range from three to seven years. Certain foreign jurisdictions also have unclaimed property laws.These laws are evolving and are often unclear and inconsistent among jurisdictions, making compliance challenging. We have an ongoing program designedto comply with escheatment laws as they apply to our business.7IndexData Privacy and Cybersecurity. We are subject to federal, state and international laws and regulations relating to the collection, use, retention,security, transfer, storage and disposal of personally identifiable information of our customers, agents and employees. In the United States, we are subject tovarious federal privacy laws, including the Gramm-Leach-Bliley Act, which requires that financial institutions provide consumers with privacy notices andhave in place policies and procedures regarding the safeguarding of personal information. We are also subject to privacy and data breach laws of variousstates. Outside the United States, we are subject to privacy laws of numerous countries and jurisdictions, which may be more restrictive than the U.S. laws andimpose more stringent duties on companies or penalties for non-compliance. Government surveillance laws and data localization laws are evolving to addressincreased and changing threats and risks and as these laws evolve they may be, or become, inconsistent from jurisdiction to jurisdiction.Consumer Protection. The Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) was signed into law in 2010. TheDodd-Frank Act imposes additional regulatory requirements and creates additional regulatory oversight over us. The Dodd-Frank Act created the CFPBwhich issues and enforces consumer protection initiatives governing financial products and services, including money remittance services, in the UnitedStates. The CFPB’s Remittance Transfer Rule became effective on October 28, 2013. Its requirements include: a disclosure requirement to provide consumerssending funds internationally from the United States enhanced pre-transaction written disclosures, an obligation to resolve certain errors, including errors thatmay be outside our control, and an obligation to cancel transactions that have not been completed at a customer’s request. As a “larger participant” in themarket for international money transfers, we are subject to direct examination and supervision by the CFPB. We have modified our systems and consumerdisclosures in light of the requirements of the Remittance Transfer Rule. In addition, under the Dodd-Frank Act, it is unlawful for any provider of consumerfinancial products or services to engage in unfair, deceptive, or abusive acts or practices. The CFPB has substantial rule making and enforcement authority toprevent unfair, deceptive, or abusive acts or practices in connection with any transaction with a consumer for a financial product or service.Anti-Bribery Regulation. We are subject to regulations imposed by the Foreign Corrupt Practices Act (the “FCPA”) in the United States and similaranti-bribery laws in other jurisdictions. These laws may impose recordkeeping and other requirements on us. We maintain a compliance program designed tocomply with anti-bribery laws and regulations applicable to our business.Risk ManagementAt times, we are exposed to credit risk related to receivable balances from sending agents in the money remittance process if agents do not promptlyprocess transactions and make payments to us. Historically, the amount of these receivables has not been material to our business.Through our online and electronic platforms, we also are exposed to credit risk directly from transactions that are originated through means otherthan cash, such as credit, debit and “ACH” cards, and therefore are subject to “chargebacks” for insufficient funds or other collection impediments, such asfraud.We continually monitor fraud risk, perform credit reviews before adding agents to our network and conduct periodic credit risk analyses of agentsand certain other parties that we transact with directly. For the fiscal year ended December 31, 2018, our bad debt expense was equal to 0.5% of our totalrevenues.SeasonalityWe do not experience meaningful seasonality in our business. We may experience, however, increased transaction volume around certain holidays,such as Mother’s Day and the December holidays.CompetitionThe market for money remittance services is very competitive, consisting of a small number of large competitors and a large number of small, nichecompetitors, and we will continue to encounter competition from new technologies that enable customers to send and receive money in a variety of ways. Wegenerally compete based on convenience, price, security, reliability, customer service, distribution network, speed, options and brand recognition. Webelieve that our ongoing investments in new products and services will help us to remain competitive in our evolving business environment.Our competitors include a small number of large money remittance providers, financial institutions, banks and a large number of small niche moneyremittance service providers that serve select regions. We compete with larger companies such as The Western Union Company (“Western Union”),MoneyGram International, Inc. (“MoneyGram”) and Euronet Worldwide Inc. (“EuroNet”) and a number of other smaller competitors. We generally competefor money remittance agents on the basis of value, service, quality, technical and operational differences, commission, and marketing efforts. As a philosophywe sell credible solutions to agents, not discounts or higher commissions as is typical for the industry. We compete for money remittance customers on thebasis of trust, convenience, service, efficiency of outlets, value, technology and brand recognition.8IndexWe expect to encounter increasing competition as new technologies emerge that enable customers to send and receive money through a variety ofchannels, but we do not expect adoption rates to be as significant in the near term for the customer segment we serve. Regardless, we continue to innovate inthe industry by differentiating our money remittance business through programs to foster loyalty among agents as well as customers and have expanded ourchannels through which our services are accessed to include online and mobile offerings in preparation for customer adoption.EmployeesAs of December 31, 2018, we had 252 employees in the United States, as well as 438 employees outside of the United States. As of December 31,2018, we had 335 employees in Mexico represented by a labor union.InsuranceWe maintain insurance policies to cover directors’ and officers’ liability, fiduciary, crime, property, workers’ compensation, automobile, key man,general liability and umbrella insurance.All of our insurance policies are with third-party carriers and syndicates with financial ratings of A or better. We and our global insurance brokerregularly review our insurance policies and believe the premiums, deductibles, coverage limits and scope of coverage under such policies are reasonable andappropriate for our business.ITEM 1A.RISK FACTORSRISK FACTORSAn investment in our securities involves certain risks. The risks and uncertainties described below are not the only risks that may have a materialadverse effect on the Company, and the risks described herein are not listed in order of the potential occurrence or severity. There is no assurance that wehave identified, assessed and appropriately addressed all risks affecting our business operations. Additional risks and uncertainties could adversely affect ourbusiness and our results. If any of the following risks actually occur, our business, consolidated financial condition or results of operations could benegatively affected, and the market price for our shares could decline. Further, to the extent that any of the information contained in this Annual Report onForm 10-K constitutes forward-looking statements, the risk factors set forth below are cautionary statements, identifying important factors that could causethe Company’s actual results to differ materially from those expressed in or implied by any forward-looking statements made by or on behalf of the Company.There can also be no assurance that the actual future results, performance, benefits or achievements that we expect from our strategies, systems, initiatives orproducts will occur.Risks Relating to Our BusinessIf we lose key sending agents, our business with key sending agents is reduced or we are unable to maintain our sending agent network under termsconsistent with those currently in place, our business, financial condition and results of operations could be adversely affected.Most of our revenue is earned through our sending agent network. These are the persons who generate our customers and provide them with ourmoney remittance services. If sending agents decide to leave our network, our revenue and profits could be adversely affected. The loss of sending agentsmay occur for a number of reasons, including competition from other money remittance providers, a sending agent’s dissatisfaction with its relationship withus or the revenue earned from the relationship, or a sending agent’s unwillingness or inability to comply with our standards or legal requirements, includingthose related to compliance with anti-money laundering regulations, anti-fraud measures or agent monitoring. Sending agents also may generate fewertransactions or reduce locations for reasons unrelated to our relationship with them, including increased competition in their business, general economicconditions, regulatory costs or other reasons. In addition, we may not be able to maintain our sending agent network under terms consistent with thosealready in place. Larger sending agents may demand additional financial concessions, which could increase competitive pressure. The inability to maintainour sending agent contracts on terms consistent with those already in place could adversely affect our business, financial condition and results of operations.We face intense competition, and if we are unable to continue to compete effectively, our business, financial condition and results of operations could beadversely affected.The markets in which we operate are highly competitive, and we face a variety of competitors across our businesses, some of which have larger andmore established customer bases and substantially greater financial, marketing and other resources than we have. We compete in a concentrated industry,with a small number of large competitors such as Western Union, MoneyGram and EuroNet and a large number of small, niche competitors, including banks,card associations, web-based services, payment processors, informal remittance systems, consumer money remittance companies and others. Our services aredifferentiated by features and functionalities, including trust, convenience, service, efficiency of outlets, value, technology and brand recognition.Distribution channels such as online, account based and mobile solutions continue to evolve and impact the competitive environment for moneyremittances.9IndexOur future growth depends on our ability to compete effectively. For example, if our services do not offer competitive features and functionalities,we may lose customers to our competitors, which could adversely affect our business, financial condition and results of operations. In addition, if we fail toprice our services appropriately relative to our competitors, consumers may not use our services, which could adversely affect our business and financialresults. For example, transaction volume where we face intense competition could be adversely affected by increasing pricing pressures between our moneyremittance services and those of some of our competitors, which could reduce margins and adversely affect our financial results. We have historicallyimplemented and will likely continue to implement price adjustments from time to time in response to competition and other factors. If we reduce prices inorder to more effectively compete, such reductions could adversely affect our financial results in the short term and may also adversely affect our financialresults in the long term if transaction volumes do not increase sufficiently.If customer confidence in our business or in consumer money remittance providers generally deteriorates, our business, financial condition and results ofoperations could be adversely affected.Our business is built on customer confidence in our brand and our ability to provide convenient, reliable and value-added money remittanceservices. Erosion in customer confidence in our business, or in consumer money remittance service providers as a means to transfer money, could adverselyimpact transaction volumes which would in turn adversely impact our business, financial condition and results of operations.A number of factors could adversely affect customer confidence in our business, or in consumer money remittance providers generally, many ofwhich are beyond our control, and could have an adverse impact on our results of operations. These factors include:·the quality of our services and our customer experience, and our ability to meet evolving customer needs and preferences;·failure of our agents to deliver services in accordance with our requirements;·reputational concerns resulting from actual or perceived events, including those related to fraud or consumer protection or other matters;·changes or proposed changes in laws or regulations, or regulator or judicial interpretation thereof, that have the effect of making it more difficult or lessdesirable to transfer money using consumer money remittance service providers, including additional customer due diligence, identification, reporting,and recordkeeping requirements;·actions by federal, state or foreign regulators that interfere with our ability to remit customers’ money reliably; for example, attempts to seize moneyremittance funds, imposition of tariffs or limits on our ability to, or that prohibit us from, remitting money in the corridors in which we operate;·federal, state or foreign legal requirements, including those that require us to provide customer or transaction data, and other requirements or to a greaterextent than is currently required;·any interruption or downtime in our systems, including those caused by fire, natural disaster, power loss, telecommunications failure, terrorism, vendorfailure, unauthorized entry and computer viruses or disruptions in our workforce; and·any attack or breach of our computer systems or other data storage facilities resulting in a compromise of personal data.A significant portion of our customers are migrants. Consumer advocacy groups or governmental agencies could consider migrants to bedisadvantaged and entitled to protection, enhanced consumer disclosure, or other different treatment. If consumer advocacy groups are able to generatewidespread support for actions that are detrimental to our business, then our business, financial condition and results of operations could be adverselyaffected.Current and proposed data privacy and cybersecurity laws and regulations could adversely affect our business, financial condition and results ofoperations.We are subject to requirements relating to data privacy and cybersecurity under U.S. federal, state and foreign laws. For example, in the U.S. the FTCroutinely investigates the privacy practices of companies and has commenced enforcement actions against many, resulting in multi-million dollar settlementsand multi-year agreements governing the settling companies’ privacy practices. If we are unable to meet such requirements, we may be subject to significantfines or penalties. Furthermore, certain industry groups require us to adhere to privacy requirements in addition to federal, state and foreign laws, and certainof our business relationships depend upon our compliance with these requirements. As the number of countries enacting privacy and related laws increasesand the scope of these laws and enforcement efforts expands, we will increasingly become subject to new and varying requirements. Failure to comply withexisting or future data privacy and cybersecurity laws, regulations and requirements, including by reason of inadvertent disclosure of personal information,could result in significant adverse consequences, including reputational harm, civil litigation, regulatory enforcement, costs of remediation, increasedexpenses for security systems and personnel, harm to our consumers and harm to our agents. These consequences could materially adversely affect ourbusiness, financial condition and results of operations. In addition, in connection with regulatory requirements to assist in the prevention of moneylaundering and terrorist financing and pursuant to legal obligations and authorizations, we make information available to certain U.S. federal and state, aswell as certain foreign, government agencies. In recent years, we have experienced increasing data sharing requests by these agencies, particularly inconnection with efforts to prevent terrorist financing or reduce the risk of identity theft. During the same period, there has also been increased publicattention to the corporate use and disclosure of personal information, accompanied by legislation and regulations intended to strengthen data protection,information security and consumer privacy. These regulatory goals may conflict, and the law in these areas is not consistent or settled. While we believe thatwe are compliant with our regulatory responsibilities, the legal, political and business environments in these areas are rapidly changing, and subsequentlegislation, regulation, litigation, court rulings or other events could expose us to increased program costs, liability and reputational damage that could havea material adverse effect on our business, financial condition and results of operations.10IndexConsumer fraud could adversely affect our business, financial condition and results of operations.Criminals are using increasingly sophisticated methods to engage in illegal activities such as identity theft, fraud and paper instrumentcounterfeiting. As we make more of our services available online and via Internet-enabled mobile devices, we subject ourselves to new types of consumerfraud risk because requirements relating to consumer authentication are more complex with internet services and such other technologies. Additionally, it ispossible that our agents could engage in fraud against consumers. We use a variety of tools to protect against fraud; however, these tools may not always besuccessful. Allegations of fraud may result in fines, settlements, litigation expenses and reputational damage.The industry is under increasing scrutiny from federal, state and local regulators in connection with the potential for consumer fraud. If consumerfraud levels involving our services were to rise, it could lead to regulatory intervention and reputational and financial damage, as well as the risk ofgovernment enforcement actions and investigations, reduced use and acceptance of our services or increased compliance costs, causing a material adverseimpact on our business, financial condition and results of operations.A breach of security in the systems on which we rely could adversely affect our business, financial condition and results of operations.We rely on a variety of technologies to provide security for our systems. Advances in computer capabilities, new discoveries in the field ofcryptography or other events or developments, including improper acts by third parties, may result in a compromise or breach of the security measures we useto protect our systems. We obtain, transmit and store confidential consumer, employer and agent information in connection with some of our services. Theseactivities are subject to laws and regulations in the United States and other jurisdictions. The requirements imposed by these laws and regulations, whichoften differ materially among the many jurisdictions, are designed to protect the privacy of personal information and to prevent that information from beinginappropriately disclosed. Any security breaches in our computer networks, databases or facilities could lead to the inappropriate use or disclosure ofpersonal information, which could harm our business and reputation, adversely affect consumers’ confidence in our or our agents’ business, result in inquiriesand fines or penalties from regulatory or governmental authorities, cause a loss of consumers, subject us to lawsuits and subject us to potential financiallosses. In addition, we may be required to expend significant capital and other resources to protect against these security breaches or to alleviate problemscaused by these breaches. Our agents and third-party independent contractors may also experience security breaches involving the storage and transmissionof our data as well as the ability to initiate unauthorized transactions. If users gain improper access to our, our agents’ or our third-party independentcontractors’ computer networks or databases, they may be able to steal, publish, delete or modify confidential customer information or generate unauthorizedmoney remittances. Such a breach could expose us to monetary liability, losses and legal proceedings, lead to reputational harm, cause a disruption in ouroperations, or make our consumers and agents less confident in our services, which could have a material adverse effect on our business, financial conditionand results of operations.Our business is particularly dependent on the efficient and uninterrupted operation of our information technology, computer network systems and datacenters. Disruptions to these systems and data centers could adversely affect our business, financial condition and results of operations.Our ability to provide reliable services largely depends on the efficient and uninterrupted operation of our computer network systems and datacenters. Our business involves the movement of large sums of money and the management of data necessary to do so. The success of our business particularlydepends upon the efficient and error-free handling of transactions and data. We rely on the ability of our employees and our internal systems and processes toprocess these transactions in an efficient, uninterrupted and error-free manner.In the event of a breakdown, catastrophic event (such as fire, natural disaster, power loss, telecommunications failure or physical break-in), securitybreach, computer virus, improper operation, improper action by our employees, agents, consumers, financial institutions or third-party vendors or any otherevent impacting our systems or processes or our agents’ or vendors’ systems or processes, we could suffer financial loss, loss of consumers, regulatorysanctions, lawsuits and damage to our reputation or consumers’ confidence in our business. The measures we have enacted, such as the implementation ofdisaster recovery plans and redundant computer systems, may not be successful. We may also experience problems other than system failures, includingsoftware defects, development delays and installation difficulties, which would harm our business and reputation and expose us to potential liability andincreased operating expenses. In addition, any work stoppages or other labor actions by employees who support our systems or perform any of our majorfunctions could adversely affect our business.11IndexIn addition, our ability to continue to provide our services to a growing number of agents and consumers, as well as to enhance our existing servicesand offer new services, is dependent on our information technology systems. If we are unable to effectively manage the technology associated with ourbusiness, we could experience increased costs, reductions in system availability and loss of agents or consumers. Any failure of our systems in scalability,reliability and functionality could adversely impact our business, financial condition and results of operations.Weakness in economic conditions, in both the U.S. and international markets, could adversely affect our business, financial condition and results ofoperations.Our money remittance business relies in part on the overall strength of economic conditions as well as international migration patterns. Consumermoney remittance transactions and international migration patterns are affected by, among other things, employment opportunities and overall economicconditions. Additionally, consumers tend to be employed in industries such as construction, information, manufacturing, agriculture and certain serviceindustries that tend to be cyclical and more significantly impacted by weak economic conditions than other industries. This may result in reduced jobopportunities for our customers in the United States or other countries that are important to our business, which could adversely affect our business, financialcondition and results of operations. In addition, increases in employment opportunities may lag other elements of any economic recovery.Our sending agents and paying agents may have reduced sales or business as a result of weak economic conditions. As a result, our agents couldreduce their number of locations or hours of operation, or cease doing business altogether.If general market conditions in the United States or international economies important to our business were to deteriorate, our business, financialcondition and results of operations could be adversely impacted. Additionally, if our consumer transactions decline or international migration patterns shiftdue to deteriorating economic conditions, we may be unable to timely and effectively reduce our operating costs or take other actions in response, whichcould adversely affect our business, financial condition and results of operations.A significant change or disruption in international migration patterns could adversely affect our business, financial condition and results of operations.Our business relies in part on international migration patterns, as individuals move from their native countries to countries with greater economicopportunities or a more stable political environment. A significant portion of the industry’s money remittance transactions are initiated by immigrants orrefugees sending money back to their native countries. Changes in immigration laws that discourage international migration and political or other events(such as war, terrorism or health emergencies) that make it more difficult for individuals to migrate or work abroad could adversely affect our moneyremittance volume or growth rate. Sustained weakness in global economic conditions could reduce economic opportunities for migrant workers and result inreduced or disrupted international migration patterns. Reduced or disrupted international migration patterns in the United States or Latin America are likelyto reduce money remittance transaction volumes and therefore have an adverse effect on our business, financial condition and results of operations.Furthermore, significant changes in international migration patterns could adversely affect our business, financial condition and results of operations.Significant developments stemming from the U.S. administration could have an adverse effect on our business.Our business relies on the free flow of funds along our remittance corridors, including between the United States and Mexico and Guatemala. TheU.S. administration is pursuing substantial changes to trade agreements, such as the North American Free Trade Agreement (“NAFTA”) through a new dealknown as the United States-Mexico-Canada Agreement (“USMCA”), and may be imposing changes on tariffs on goods imported into the United States,particularly from China and Mexico. Changes in U.S. political, regulatory and economic conditions or laws and policies governing foreign trade anddevelopment and investment in the territories and countries where we operate and our customers live could adversely affect our business, financial conditionand results of operations.If we fail to successfully develop and timely introduce new and enhanced services or if we make substantial investments in an unsuccessful new service orinfrastructure change, our business, financial condition and results of operations could be adversely affected.Our future growth will depend, in part, on our ability to continue to develop and successfully introduce new and enhanced methods of providingmoney remittance services that keep pace with competitive introductions, technological changes, and the demands and preferences of our agents, consumersand the financial institutions with which we conduct our business. Distribution channels such as online, account based, and mobile solutions continue toevolve and impact the competitive environment for money remittance. If alternative payment mechanisms become widely substituted for our current services,and we do not develop and offer similar alternative payment mechanisms successfully and on a timely basis, our business, financial condition and results ofoperations could be adversely affected. We may make future acquisitions and investments or enter into strategic alliances to develop new technologies andservices or to implement infrastructure changes to further our strategic objectives, strengthen our existing businesses and remain competitive. Suchacquisitions, investments and strategic alliances, however, are inherently risky, and we cannot guarantee that such investments or strategic alliances will besuccessful. If such acquisitions, investments and strategic alliances are not successful, they could have a material adverse effect on our business, financialcondition and results of operations.12IndexAn inability by us or our agents to maintain adequate banking relationships may adversely affect our business, financial condition and results ofoperations.We buy and sell a number of global currencies and maintain a network of settlement accounts to facilitate the timely funding of money remittancesand foreign exchange trades. Our relationships with clearing, check processing, trading and exchange rate and cash management banks are critical to anefficient and reliable remittance network. An inability on our part to maintain existing or establish new banking relationships sufficient to enable us toconduct our business could adversely affect our business, financial condition and results of operations. There can be no assurance that we will be able toestablish and maintain adequate banking relationships.If we cannot maintain sufficient relationships with large U.S. and international banks that provide these services, we would be required to implementalternative cash management procedures, which may result in increased costs. Relying on local banks in each country could alter the complexity of ourtreasury operations, degrade the level of automation, visibility and service we currently receive from banks and affect patterns of settlement with our agents.This could result in an increase in operating costs and an increase in the amount of time it takes to concentrate agent remittances and to deliver agentpayables, potentially adversely impacting our cash flow, working capital needs and exposure to local currency value fluctuations.A significant percentage of our banking relationships are concentrated in a few banks and if we lose one such relationship, our business, financialcondition and results of operations could be adversely affected.A substantial portion of the transactions that we conduct with and through banks are concentrated in a few banks, notably Wells Fargo, Bank ofAmerica and US Bank. Because of the current concentration of our major banking relationships, if we lose such a banking relationship, which could be theresult of many factors including, but not limited to, changes in regulation, our business, financial condition and results of operations could be adverselyaffected.A significant portion of our paying agents are concentrated in a few large banks and financial institutions or large retail chains and if we lose such apaying agent, our business, financial condition and results of operations could be adversely affected.A substantial portion of our paying agents are concentrated in a few large banks and financial institutions and large retail chains. Because of thecurrent concentration of our paying agents in a few institutions, if we lose such an institution as a paying agent, which could be the result of many factorsincluding, but not limited to, changes in regulation, our business, financial condition and results of operations could be adversely affected. Elektra, ourlargest paying agent by volume, accounted for approximately 20% of Intermex’s total remittance volume in fiscal year 2018. Losing Elektra as a result of thepreviously-mentioned factors could negatively impact our business operations.Major bank failure or sustained financial market illiquidity, or illiquidity at our clearing, cash management and custodial financial institutions, couldadversely affect our business, financial condition and results of operations.We face certain risks in the event of a sustained deterioration of domestic or international financial market liquidity, as well as in the event ofsustained deterioration in the liquidity, or failure, of our clearing, cash management and custodial financial institutions. In particular:·We may be unable to access funds in our deposit accounts and clearing accounts on a timely basis to pay money remittances and make relatedsettlements to agents. Any resulting need to access other sources of liquidity or short-term borrowing would increase our costs. Any delay or inability topay money remittances or make related settlements with our agents could adversely impact our business, financial condition and results of operations.·In the event of a major bank failure, we could face major risks to the recovery of our bank deposits used for the purpose of settling with our agents. Asubstantial portion of our cash and cash equivalents are either held at U.S. banks that are not subject to federal deposit insurance protection against lossor exceed the federal deposit insurance limit. Similarly, we hold cash and cash equivalents at foreign banks, which may not enjoy benefits such as theUnited States’ federal deposit insurance protection.·We may be unable to borrow from financial institutions or institutional investors on favorable terms, or at all, which could adversely impact our abilityto pursue our growth strategy and fund key strategic initiatives.13IndexIf financial liquidity deteriorates, there can be no assurance we will not experience an adverse effect, which may be material, on our ability to accesscapital and on our business, financial condition and results of operations.Changes in banking industry regulation and practice could make it more difficult for us and our sending agents to maintain depository accounts withbanks, which would harm our business.The banking industry, in light of increased regulatory oversight, is continually examining its business relationships with companies that offermoney remittance services and with retail agents that collect and remit cash collected from end consumers. Certain major national and international bankshave withdrawn from providing service to money remittance services businesses. Should our existing relationship banks decide to not offer depositoryservices to companies engaged in processing money remittance transactions, or to retail agents that collect and remit cash from end customers, our ability tocomplete money remittances, and to administer and collect fees from money remittance transactions, could be adversely impacted.We and our sending agents are considered MSBs in the United States under the Bank Secrecy Act.U.S. regulators are increasingly taking the position that MSBs, as a class, are high risk businesses. In addition, the creation of anti-money launderinglaws has created concern and awareness among banks of the negative implications of aiding and abetting money laundering activity. As a result, banks maychoose not to provide banking services to MSBs in certain regions due to the risk of additional regulatory scrutiny and the cost of building and maintainingadditional compliance functions. Further, certain foreign banks have been forced to terminate relationships with MSBs by U.S. correspondent banks. As aresult, we have been denied access to retail banking services in certain markets by banks that have sought to reduce their exposure to MSBs and not as aresult of any concern related to our compliance programs. If we or our agents are unable to obtain sufficient banking relationships, we or they may not be ableto offer our services in a particular region, which could adversely affect our business, financial condition and results of operations.We face credit risks from our sending agents and financial institutions with which we do business.The majority of our business is conducted through independent sending agents that provide our services to consumers at their business locations.Our sending agents receive the proceeds from the sale of our money remittances, and we must then collect these funds from the sending agents. If a sendingagent becomes insolvent, files for bankruptcy, commits fraud or otherwise fails to remit money remittance proceeds to us, we must nonetheless complete themoney remittance on behalf of the consumer.Moreover, we have made, and may make in the future, secured or unsecured loans to sending agents under limited circumstances or allow sendingagents to retain our funds for a period of time before remitting them to us. As of December 31, 2018, we had credit exposure to a total of 73 sending agents of$1.2 million in the aggregate.We monitor the creditworthiness of our sending agents and the financial institutions with which we do business on an ongoing basis. There can beno assurance that the models and approaches we use to assess and monitor the creditworthiness of our sending agents and these financial institutions will besufficiently predictive, and we may be unable to detect and take steps to timely mitigate an increased credit risk.In the event of a sending agent bankruptcy, we would generally be in the position of creditor, possibly with limited security or financial guaranteesof performance, and we would therefore be at risk of a reduced recovery. We are not insured against credit losses, except in circumstances of agent theft orfraud. Significant credit losses could have a material adverse effect on our business, financial condition and results of operations.In the past, we identified material weaknesses in our internal control over financial reporting. If we fail to develop and maintain an effective system ofinternal control over financial reporting, we may be unable to accurately report our financial results or prevent fraud.Prior to the Merger, the Company identified material weaknesses in its internal control over financial reporting. While all such identified materialweaknesses have been remediated, there can be no assurance that the Company will not identify material weaknesses in its internal control in the future.Moreover, the Company’s internal control over financial reporting may not prevent or detect misstatements because of its inherent limitations, including thepossibility of human error, the circumvention or overriding of controls or fraud. Even effective internal controls can provide only reasonable assurance withrespect to the preparation and fair presentation of financial statements. The existence of a material weakness could result in errors in the Company's financialstatements that could result in a restatement of financial statements, which could cause the Company to fail to meet its reporting obligations, lead to a loss ofinvestor confidence and have a negative impact on the trading price of the Company's common stock.14IndexRetaining our chief executive officer and other key executives and finding and retaining qualified personnel is important to our continued success, andany inability to attract and retain such personnel could harm our operations.Our ability to successfully operate our business will depend upon the efforts of certain key personnel. The development and implementation of ourstrategy has depended in large part on our Chief Executive Officer, President and Chairman of the Board of Directors, Robert Lisy. The retention of Mr. Lisyis important to our continued success, and we expect him to remain with the Company for the foreseeable future.In addition to Mr. Lisy, we have a number of key executives who have a significant impact on our business. Although we expect all of such keypersonnel will continue to remain with the Company, the unexpected loss of key personnel may adversely affect the operations and profitability of theCompany. Our success also depends to a large extent upon our ability to attract and retain key employees. Qualified individuals with experience in ourindustry are in high demand. Our CIO has designed and implemented key portions of our proprietary software and is crucial to the success of our business. Inaddition, legal or enforcement actions against compliance and other personnel in the money remittance industry may affect our ability to attract and retainkey employees and directors. The lack of management continuity or the loss of one or more members of our executive management team could harm ourbusiness and future development. A failure to attract and retain key personnel including operating, marketing, financial and technical personnel, could alsohave a material adverse impact on our business, financial condition and results of operations.Because Stella Point controls a significant percentage of our common stock, it may influence our major corporate decisions and its interests may conflictwith the interests of other holders of our common stock.SPC Intermex, LP (“SPC Intermex”), an affiliate of Stella Point, beneficially owns approximately 34.1% of the voting power of our outstandingcommon stock. Through this beneficial ownership and the Shareholders Agreement (as defined below), Stella Point controls approximately 58.7% of thevoting power of our outstanding common stock in respect of electing directors to our board of directors. As a result of this control, Stella Point is able toinfluence matters requiring approval by our stockholders and/or our board of directors, including the election of directors and the approval of businesscombinations or dispositions and other extraordinary transactions. Stella Point also may have interests that differ from the interests of other holders of ourcommon stock and may vote in a way with which you disagree and which may be adverse to your interests. The concentration of ownership may have theeffect of delaying, preventing or deterring a change of control of the Company and may materially and adversely affect the market price of our commonstock. In addition, Stella Point may in the future own businesses that directly compete with the business of the Company. For additional information on theShareholders Agreement, see “Item 13 – Shareholders Agreement.”We and our agents are subject to numerous U.S. and international laws and regulations. Failure to comply with these laws and regulations could result inmaterial settlements, fines or penalties, and changes in these laws or regulations could result in increased operating costs or reduced demand for ourservices, all of which may adversely affect our business, financial condition and results of operations.We operate in a highly regulated environment, and our business is subject to a wide range of laws and regulations that vary from jurisdiction tojurisdiction. We are also subject to oversight by various governmental agencies, both in the United States and abroad. Lawmakers and regulators in theUnited States in particular have increased their focus on the regulation of the financial services industry. New or modified regulations and increased oversightmay have unforeseen or unintended adverse effects on the financial services industry, which could affect our business, financial condition and results ofoperations.The money transfer business is subject to a variety of regulations aimed at preventing money laundering and terrorism. We are subject to U.S. federalanti-money laundering laws, including the Bank Secrecy Act and the requirements of the U.S. Treasury Department’s OFAC, which prohibit us fromtransmitting money to specified countries or to or from prohibited individuals. Additionally, we are subject to anti-money laundering laws in the othercountries in which we operate. We are also subject to financial services regulations, money transfer licensing regulations, consumer protection laws, currencycontrol regulations, escheat laws, privacy and data protection laws and anti-bribery laws. Many of these laws are constantly evolving, unclear andinconsistent across various jurisdictions, making compliance challenging. Subsequent legislation, regulation, litigation, court rulings or other events couldexpose us to increased program costs, liability and reputational damage.We are considered a MSB in the United States under the Bank Secrecy Act, as amended by the USA PATRIOT Act of 2001. As such, we are subjectto reporting, recordkeeping and anti-money laundering provisions in the United States as well as many other jurisdictions. In the past few years there havebeen significant regulatory reviews and actions taken by U.S. and other regulators and law enforcement agencies against banks, MSBs and other financialinstitutions related to money laundering, and the trend appears to be greater scrutiny by regulators of potential money laundering activity through financialinstitutions. We are also subject to regulatory oversight and enforcement by The U.S. Department of the Treasury Financial Crimes Enforcement Network(“FinCEN”). Any determination that we have violated the anti-money-laundering laws could have an adverse effect on our business, financial condition andresults of operations.15IndexThe Dodd-Frank Act increases the regulation and oversight of the financial services industry. The Dodd-Frank Act addresses, among other things,systemic risk, capital adequacy, deposit insurance assessments, consumer financial protection, interchange fees, derivatives, lending limits, thrift charters andchanges among the bank regulatory agencies. The Dodd-Frank Act requires enforcement by various governmental agencies, including the CFPB. Moneytransmitters such as us are subject to direct supervision by the CFPB and are required to provide additional consumer information and disclosures, adopt errorresolution standards and adjust refund procedures for international transactions originating in the United States in a manner consistent with the RemittanceTransfer Rule (a rule issued by the CFPB pursuant to the Dodd-Frank Act). In addition, the CFPB may adopt other regulations governing consumer financialservices, including regulations defining unfair, deceptive, or abusive acts or practices, and new model disclosures. We could be subject to fines or otherpenalties if we are found to have violated the Dodd-Frank Act’s prohibition against unfair, deceptive or abusive acts or practices. The CFPB’s authority tochange regulations adopted in the past by other regulators could increase our compliance costs and litigation exposure. Our litigation exposure may also beincreased by the CFPB’s authority to limit or ban pre-dispute arbitration clauses. We may also be liable for failure of our agents to comply with the Dodd-Frank Act. The legislation and implementation of regulations associated with the Dodd-Frank Act have increased our costs of compliance and requiredchanges in the way we and our agents conduct business. In addition, we are subject to periodic examination by the CFPB. These examinations may require usto change the way we conduct business or increase the costs of compliance.The United States and other countries periodically consider initiatives designed to lower costs of international remittances which, if implemented,may adversely impact our business, financial condition and results of operations.In addition, we are subject to escheatment laws in the United States and certain foreign jurisdictions in which we conduct business. The concept ofescheatment involves the reporting and delivery of property to states that is abandoned when its rightful owner cannot be readily located and/or identified.We are subject to the laws of various states in the United States which from time to time take inconsistent or conflicting positions regarding the requirementsto escheat property to a particular state, making compliance challenging. In some instances, we escheat items to states pursuant to statutory requirements andthen subsequently pay those items to consumers. For such amounts, we must file claims for reimbursement from the states.Any violation by us of the laws and regulations set forth above could lead to significant settlements, fines or penalties and could limit our ability toconduct business in some jurisdictions. Our systems, employees and processes may not be sufficient to detect and prevent violations of the laws andregulations set forth above by our agents, which could also lead to us being subject to significant settlements, fines or penalties. In addition to these fines andpenalties, a failure by us or our agents to comply with applicable laws and regulations also could seriously damage our reputation, result in diminishedrevenue and profit and increase our operating costs and could result in, among other things, revocation of required licenses or registrations, loss of approvedstatus, termination of contracts with banks or retail representatives, administrative enforcement actions and fines, class action lawsuits, cease and desist ordersand civil and criminal liability. The occurrence of one or more of these events could have a material adverse effect on our business, financial condition andresults of operations.In certain cases, regulations may provide administrative discretion regarding enforcement. As a result, regulations may be applied inconsistentlyacross the industry, which could result in additional costs for us that may not be required to be incurred by our competitors. If we were required to maintain aprice higher than most of our competitors to reflect our regulatory costs, this could harm our ability to compete effectively, which could adversely affect ourbusiness, financial condition and results of operations. In addition, changes in laws, regulations or other industry practices and standards, or interpretations oflegal or regulatory requirements, may reduce the market for or value of our services or render our services less profitable or obsolete. Changes in the lawsaffecting the kinds of entities that are permitted to act as money remittance agents (such as changes in requirements for capitalization or ownership) couldadversely affect our ability to distribute our services and the cost of providing such services. Many of our sending agents are in the check cashing industry.Any regulatory action that negatively impacts check cashers could also cause this portion of our agent base to decline. If onerous regulatory requirementswere imposed on our agents, the requirements could lead to a loss of agents, which, in turn, could adversely affect our business, financial condition or resultsof operations.Litigation or investigations involving us or our agents could result in material settlements, fines or penalties and may adversely affect our business,financial condition and results of operations.We have been, and in the future may be, subject to allegations and complaints that individuals or entities have used our money remittance servicesfor fraud-induced money transfers, as well as certain money laundering activities, which may result in fines, penalties, judgments, settlements and litigationexpenses. We also are the subject from time to time of litigation related to our business.Regulatory and judicial proceedings and potential adverse developments in connection with ongoing litigation may adversely affect our business,financial condition and results of operations. There also may be adverse publicity associated with lawsuits and investigations that could decrease agent andconsumer acceptance of our services. Additionally, our business has been in the past, and may be in the future, the subject of class action lawsuits, regulatoryactions and investigations and other general litigation. The outcome of class action lawsuits, regulatory actions and investigations and other litigation isdifficult to assess or quantify but may include substantial fines and expenses, as well as the revocation of required licenses or registrations or the loss ofapproved status, which could have a material adverse effect on our business, financial position and results of operations or consumers’ confidence in ourbusiness. Plaintiffs or regulatory agencies in these lawsuits, actions or investigations may seek recovery of very large or indeterminate amounts, and themagnitude of these actions may remain unknown for substantial periods of time. The cost to defend or settle future lawsuits or investigations may besignificant. In addition, improper activities, lawsuits or investigations involving our agents may adversely impact our business operations or reputation evenif we are not directly involved.16IndexWe could be adversely affected by violations of the U.S. Foreign Corrupt Practices Act or other similar anti-corruption laws.Our operations in Latin America are subject to anti-corruption laws and regulations, including restrictions imposed by the U.S. Foreign CorruptPractices Act (the “FCPA”). The FCPA and similar anti-corruption laws in other jurisdictions generally prohibit companies and their intermediaries frommaking improper payments to government officials or employees of commercial enterprises for the purpose of obtaining or retaining business. We operate inparts of the world that have experienced corruption and, in certain circumstances, strict compliance with anti-corruption laws may conflict with local customsand practices. Because of the scope and nature of our operations, we experience a higher risk associated with the FCPA and similar anti-bribery laws thanmany other companies.Our employees and agents interact with government officials on our behalf, including as necessary to obtain licenses and other regulatory approvalsnecessary to operate our business, employ expatriates and resolve tax disputes. We also have a number of contracts with third-party paying agents that areowned or controlled by foreign governments. These interactions and contracts create a risk of unauthorized payments or offers of payments by one of ouremployees or agents that could be in violation of the FCPA or other similar laws. Under the FCPA and other similar laws, we may be held liable forunauthorized actions taken by our employees or agents.In recent years, there have been significant regulatory reviews and actions taken by the United States and other regulators related to anti-briberylaws, and the trend appears to be greater scrutiny on payments to, and relationships with, foreign entities and individuals.Although we have implemented policies and procedures reasonably designed to ensure compliance with local laws and regulations as well as U.S.laws and regulations, including the FCPA, there can be no assurance that all of our employees and agents will abide by our policies. If we are found to beliable for violations of the FCPA or similar anti-corruption laws in other jurisdictions, either due to our own or others’ acts or inadvertence, we could sufferfrom substantial civil and criminal penalties, including fines, incarceration, prohibitions or limitations on the conduct of our business, the loss of ourfinancing facilities and significant reputational damage, any of which could have a material and adverse effect on our results of business, financial conditionor results of operations.Government or regulatory investigations into potential violations of the FCPA or other similar laws by U.S. agencies could also have a materialadverse effect on our results of business, financial condition and results of operations. Furthermore, detecting, investigating and resolving actual or allegedviolations of the FCPA and other similar laws is expensive and can consume significant time and attention of our senior management.We conduct money remittance transactions through agents in regions that are politically volatile or, in a limited number of cases, may be subject to certainOFAC restrictions.We conduct money remittance transactions through agents in regions that are politically volatile or, in a limited number of cases, may be subject tocertain OFAC restrictions. It is possible that our money remittance services or other services could be used in contravention of applicable law or regulations.Such circumstances could result in increased compliance costs, regulatory inquiries, suspension or revocation of required licenses or registrations, seizure orforfeiture of assets and the imposition of civil and criminal fees and penalties. In addition to monetary fines or penalties that we could incur, we could besubject to reputational harm that could have a material adverse effect on our business, financial condition and results of operations.Changes in tax laws and unfavorable outcomes of tax positions we take could adversely affect our tax expense, liquidity, business and financial condition.On December 22, 2017, the Tax Cuts and Jobs Act (H.R. 1) (the “Act”) was enacted. The Act contains significant changes to corporate taxation,including reduction of the corporate income tax rate from 35% to 21%, elimination of the corporate alternative minimum tax, limitation of the tax deductionfor interest expense to 30% of U.S. “adjusted taxable income” (which will be roughly equivalent to EBITDA through December 31, 2022 and to EBITthereafter), limitation of the deduction for future net operating losses, and elimination of future net operating loss carrybacks, elimination of U.S. tax onforeign earnings (subject to certain important exceptions), immediate deductions for certain new investments instead of deductions for depreciation expenseover time and modification or elimination of many business deductions and credits. Notwithstanding the reduction in the corporate income tax rate, theoverall impact of the Act is uncertain, and our business and financial condition could be adversely affected. The overall impact of the Act also depends onfuture interpretations and regulations that may be issued by the U.S. Treasury Department, and it is possible future guidance could adversely impact thecompany. Further, it is unclear how foreign governments and U.S. state and local jurisdictions will incorporate these federal law changes and suchjurisdictions may enact tax laws in response to the Act that could result in further changes to global taxation and materially affect the company’s financialposition and results of operations. At this time, the full extent of the impact of the Act on our business and results of operations cannot reasonably beestimated. Further, this filing does not discuss the Act or the manner in which it might affect holders of our common stock. No assurance is given that the Actwill not have an adverse effect on the market price of our common stock. In addition to the Act, developments in the tax laws of state and local and non-U.S.governments could have an adverse effect on the tax consequences to our common stock.17IndexWe file tax returns and take positions with respect to federal, state, local and international taxation, and our tax returns and tax positions are subjectto review and audit by taxing authorities. An unfavorable outcome in a tax review or audit could result in higher tax expense, including interest andpenalties, which could adversely affect our results of operations and cash flows. We establish reserves for material known tax exposures; however, there canbe no assurance that an actual taxation event would not exceed our reserves.Our business and results of operations may be adversely affected by foreign political, economic and social instability risks, foreign currency restrictionsand devaluation, and various local laws associated with doing business in Latin America.We derive a substantial portion of our revenue from our money remittance transactions from the United States to Latin America corridor, particularlythe corridors to Mexico and Guatemala, and we are exposed to certain political, economic and other uncertainties not encountered in U.S. operations,including increased risks of social unrest, strikes, drug cartel and gang-related violence, war, kidnapping of employees or agents, nationalization, forcednegotiation or modification of contracts, difficulty resolving disputes and enforcing contract provisions, expropriation of assets, taxation policies, foreignexchange restrictions and restrictions on repatriation of income and capital, currency rate fluctuations, increased governmental ownership and regulation ofthe economy and markets in which we operate, and restrictive governmental regulation, bureaucratic delays, uncertain application of laws and regulationsand general hazards associated with foreign sovereignty over certain areas in which operations are conducted. Latin American countries, in particular, havehistorically experienced uneven periods of economic growth, as well as recession, periods of high inflation and general economic and political instability.Additionally, as events in the Latin American region have demonstrated, negative economic or political developments in one country in the region can leadto or exacerbate economic or political instability elsewhere in the region. Consequently, actions or events in Latin America that are beyond our control couldrestrict our ability to operate there or otherwise adversely affect the profitability of those operations. Furthermore, changes in the business, regulatory orpolitical climate in any of those countries, or significant fluctuations in currency exchange rates, could affect our ability to expand or continue ouroperations there, which could have a material adverse impact on our business, financial condition and results of operations. Further, our growth plans includepotential expansion in the countries in which we currently operate, as well as, potentially, other countries in Latin America.Additionally, the countries in which we operate may impose or tighten foreign currency exchange control restrictions, taxes or limitations withregard to repatriation of earnings and investments from these countries. If exchange control restrictions, taxes or limitations are imposed or tightened, ourability to receive dividends or other payments from affected jurisdictions could be reduced, which could have a material adverse effect on our business,financial condition and results of operations.In addition, corporate, contract, property, insolvency, competition, securities and other laws and regulations in many of the countries in which weoperate have been, and continue to be, substantially revised. Therefore, the interpretation and procedural safeguards of the new legal and regulatory systemsare in the process of being developed and defined, and existing laws and regulations may be applied inconsistently. Also, in some circumstances, it may notbe possible to obtain the legal remedies provided for under these laws and regulations in a reasonably timely manner, if at all.Our ability to grow in international markets and our future results could be adversely affected by a number of factors, including:·changes in political and economic conditions and potential instability in certain regions, including in particular the recent civil unrest, terrorismand political turmoil in Latin America;·restrictions on money transfers to, from and between certain countries;·inability to recruit and retain paying agents and customers for new corridors;·currency exchange controls, new currency adoptions and repatriation issues;·changes in regulatory requirements or in foreign policy, including the adoption of domestic or foreign laws, regulations and interpretationsdetrimental to our business;·possible increased costs and additional regulatory burdens imposed on our business;·the implementation of U.S. sanctions, resulting in bank closures in certain countries and the ultimate freezing of our assets;·burdens of complying with a wide variety of laws and regulations;·possible fraud or theft losses, and lack of compliance by international representatives in foreign legal jurisdictions where collection and legalenforcement may be difficult or costly;18Index·inability to maintain or improve our software and technology systems;·reduced protection of our intellectual property rights;·unfavorable tax rules or trade barriers; and·inability to secure, train or monitor international agents.If we are unable to adequately protect our brand and the intellectual property rights related to our existing and any new or enhanced services, or if weinfringe on the rights of others, our business, prospects, financial condition and results of operations could be adversely affected.The Intermex brand is critical to our business. We utilize trademark registrations in various countries and other tools to protect our brand. Ourbusiness would be harmed if we were unable to adequately protect our brand and the value of our brand was to decrease as a result.We rely on a combination of patent, trademark and copyright laws and trade secret protection and confidentiality or license agreements to protectthe intellectual property rights related to our services. We may be subject to third-party claims alleging that we infringe their intellectual property rights orhave misappropriated other proprietary rights. We may be required to spend resources to defend such claims or to protect and police our own rights. Some ofour legal rights in information or technology that we deem proprietary may not be protected by intellectual property laws, particularly in foreignjurisdictions. The loss of our intellectual property protection, the inability to secure or enforce intellectual property protection or to successfully defendagainst claims of intellectual property infringement or misappropriation could have a material adverse effect on our business, prospects, financial conditionand results of operation.The processes and systems we employ may be subject to patent protection by other parties, and any claims could adversely affect our business and results ofoperations.In certain countries, including the United States, patent laws permit the protection of processes and systems. We employ processes and systems invarious markets that have been used in the industry by other parties for many years. We or other companies that use these processes and systems considermany of them to be in the public domain. If a person were to assert that it holds a patent covering any of the processes or systems we use, we would berequired to defend ourselves against such claim. If unsuccessful, we may be required to pay damages for past infringement, which could be trebled if theinfringement was found to be willful. We also may be required to seek a license to continue to use the processes or systems. Such a license may require eithera single payment or an ongoing license fee. No assurance can be given that we will be able to obtain a license which is reasonable in fee and scope. If a patentowner is unwilling to grant such a license, or we decide not to obtain such a license, we may be required to modify our processes and systems to avoid futureinfringement.The operation of retail locations creates risks and may adversely affect our business, financial condition and results of operations.We have company-operated retail locations for the sale of our services. We may be subject to additional laws and regulations that are triggered byour ownership of retail locations and our employment of individuals who staff our retail locations. There are also certain risks inherent in operating any retaillocation, including theft, personal injury and property damage and long-term lease obligations.Risks Relating to Our IndebtednessWe have a substantial amount of indebtedness, which may limit our operating flexibility and could adversely affect our business, financial condition andresults of operations.We had approximately $120.0 million of indebtedness as of December 31, 2018, including $90.0 million in outstanding borrowings under the termloan and $30.0 million in outstanding borrowings under our revolving credit facility. We refinanced our credit facility on November 7, 2018 and furtheramended it on December 7, 2018. Our indebtedness could have important consequences to our investors, including, but not limited to:·increasing our vulnerability to, and reducing our flexibility to respond to, general adverse economic and industry conditions;·requiring the dedication of a substantial portion of our cash flow from operations to servicing debt, including interest payments and quarterly excesscash flow prepayment obligations;·limiting our flexibility in planning for, or reacting to, changes in its business and the competitive environment; and19Index·limiting our ability to borrow additional funds and increasing the cost of any such borrowing.The interest rates in our credit facility vary at stated margins above either the London Interbank Offered Rate, Eurodollar Rate or a base rate established bythe administrative agent of the facility, all of which are subject to fluctuation. If interest rates increase, our debt service obligations on such variable rateindebtedness would increase even though the amount borrowed remained the same. Accordingly, an increase in interest rates would adversely affect ourprofitability. See the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Intermex—Liquidity andCapital Resources” for more information.We also are subject to capital requirements imposed by various regulatory bodies in the jurisdictions in which we operate. We may need access toexternal capital to support these regulatory requirements in order to maintain our licenses and our ability to earn revenue in these jurisdictions. Aninterruption of our access to capital could impair our ability to conduct business if our regulatory capital falls below requirements.Upon the occurrence of an event of default relating to our credit facility, the lenders could elect to accelerate payments due and terminate all commitmentsto extend further credit.Under our credit facility, upon the occurrence of an event of default, the lenders will be able to elect to declare all amounts outstanding under thecredit agreement to be immediately due and payable and terminate all commitments to lend additional funds. If we are unable to repay those amounts, thelenders under the credit agreement could proceed to foreclose against our collateral that secures that indebtedness. We have granted the lenders a securityinterest in substantially all of our assets, including the assets of certain subsidiaries.Our credit facility contains restrictive covenants that may impair our ability to conduct business.Our credit facility contains operating covenants and financial covenants that may in each case limit management’s discretion with respect to certainbusiness matters. Among other things, these covenants restrict our and our subsidiaries’ ability to grant additional liens, consolidate or merge with otherentities, purchase or sell assets, declare dividends, incur additional debt, make advances, investments and loans, transact with affiliates, issue equity interests,modify organizational documents and engage in other business. We are required to comply with a minimum fixed charge coverage ratio and a maximumconsolidated leverage ratio. As a result of these covenants and restrictions, we will be limited in how we conduct our business and we may be unable to raiseadditional debt or other financing to compete effectively or to take advantage of new business opportunities. The terms of any future indebtedness we mayincur could include more restrictive covenants. Failure to comply with such restrictive covenants may lead to default and acceleration under our creditfacility and may impair our ability to conduct business. We may not be able to maintain compliance with these covenants in the future and, if we fail to do so,that we will be able to obtain waivers from the lenders and/or amend the covenants, which may result in foreclosure of our assets. See the section entitled“Management’s Discussion and Analysis of Financial Condition and Results of Operations of Intermex—Liquidity and Capital Resources” for moreinformation.Risks Relating to Our SecuritiesWe are a holding company with nominal net worth and will depend on dividends and distributions from our subsidiaries to pay any dividends.We are a holding company with nominal net worth. We do not have any assets or conduct any business operations other than our investments in oursubsidiaries. Our business operations are conducted primarily out of our operating subsidiary, Intermex Wire Transfer, LLC. As a result, our ability to paydividends, if any, will be dependent upon cash dividends and distributions or other transfers from our subsidiaries. Payments to us by our subsidiaries will becontingent upon their respective earnings and subject to any limitations on the ability of such entities to make payments or other distributions to us. See"Risk Factors Risks Related to Our Indebtedness.” Upon the occurrence of an event of default relating to our credit facility, the lenders could elect toaccelerate payments due and terminate all commitments to extend further credit” for additional information regarding the limitations currently imposed bythe agreement governing our credit facility. In addition, our subsidiaries are separate and distinct legal entities and have no obligation to make any fundsavailable to us.As an “emerging growth company,” we cannot be certain if the reduced disclosure requirements applicable to “emerging growth companies” will makeour common stock less attractive to investors.For as long as we remain an “emerging growth company” as defined in the JOBS Act, we may take advantage of certain exemptions from variousreporting requirements that are applicable to other public companies that are not “emerging growth companies”, including not being required to obtain anassessment of the effectiveness of our internal controls over financial reporting from our independent registered public accounting firm pursuant to Section404 of the Sarbanes-Oxley Act (“Section 404”), reduced disclosure obligations regarding executive compensation in our periodic reports and proxystatements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of anygolden parachute payments not previously approved. In addition, the JOBS Act provides that an emerging growth company can take advantage of anextended transition period for complying with new or revised accounting standards, which we have elected to do.20IndexWe will be an “emerging growth company” until the earlier of (1) the last day of the fiscal year (a) following January 19, 2022, the fifth anniversaryof us becoming a publicly-traded company, (b) in which we have total annual gross revenue of at least $1.07 billion or (c) in which we are deemed to be alarge accelerated filer, which means the market value of our common stock that is held by non-affiliates exceeds $700.0 million as of the last business day ofour prior second fiscal quarter, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt during the prior three-year period.We cannot predict if investors will find our common stock less attractive because we will rely on these exemptions. If some investors find ourcommon stock less attractive as a result, there may be a less active market for our common stock, our share price may be more volatile and the price at whichour securities trade could be less than if we did not use these exemptions.Pursuant to the JOBS Act, our independent registered public accounting firm will not be required to attest to the effectiveness of our internal control overfinancial reporting pursuant to Section 404 of the Sarbanes-Oxley Act for so long as we are an “emerging growth company.”Section 404 requires annual management assessments of the effectiveness of our internal control over financial reporting, and generally requires inthe same report a report by our independent registered public accounting firm on the effectiveness of our internal control over financial reporting. However,under the JOBS Act, our independent registered public accounting firm will not be required to attest to the effectiveness of our internal control over financialreporting pursuant to Section 404 until we are no longer an “emerging growth company.” Accordingly, until we cease being an “emerging growth company”stockholders will not have the benefit of an independent assessment of the effectiveness of our internal control environment.We may not be able to timely and effectively implement controls and procedures required by Section 404 of the Sarbanes-Oxley Act of 2002, which couldhave a material adverse effect on our business.As a private company, Intermex Holdings was not subject to Section 404 of the Sarbanes-Oxley Act. However, following the Merger, we will berequired to provide management’s attestation on internal controls for our fiscal year ending December 31, 2019. The standards required for a public companyunder Section 404 of the Sarbanes-Oxley Act are significantly more stringent than those that were required of Intermex Holdings as a privately-heldcompany. Management may not be able to effectively and timely implement controls and procedures that adequately respond to the increased regulatorycompliance and reporting requirements that are applicable to the Company. If we are not able to implement the additional requirements of Section 404 in atimely manner or with adequate compliance, we may not be able to assess whether our internal controls over financial reporting are effective, which maysubject us to adverse regulatory consequences and could harm investor confidence and lead to a decrease in the market price of our Common Stock.Our Common Stock price may change significantly following the exchange, and you may not be able to resell shares of our Common Stock at or above theprice you paid or at all, and you could lose all or part of your investment as a result.The market value of our Common Stock may vary significantly and if our performance does not meet market expectations, the price of our commonstock may decline. Fluctuations in the price of our common stock could contribute to the loss of all or part of your investment. The trading price of ourcommon stock could be volatile and subject to wide fluctuations in response to various factors, some of which are beyond our control. Any of the factorslisted below could have a material adverse effect on your investment in our common stock and our common stock may trade at prices significantly below theprice you paid for them.Factors affecting the trading price of our common stock may include:·actual or anticipated fluctuations in our quarterly financial results or the quarterly financial results of companies perceived to be similar to us;·changes in the market’s expectations about our operating results;·success of competitors;·our operating results failing to meet market expectations in a particular period;·changes in financial estimates and recommendations by securities analysts concerning us or the money transfer services industry and market ingeneral;·operating and stock price performance of other companies that investors deem comparable to us;·our ability to market new and enhanced products on a timely basis;·changes in laws and regulations affecting our business;·commencement of, or involvement in, litigation involving us;·changes in our capital structure, such as future issuances of securities or the incurrence of additional debt;·the volume of shares of our common stock available for public sale;·any significant change in our board or management;21Index·sales of substantial amounts of common stock by our directors, executive officers or significant stockholders or the perception that such sales couldoccur; and·general economic and political conditions such as recessions, interest rates, fuel prices, international currency fluctuations and acts of war orterrorism.Any of the factors listed above could have a material adverse effect on the market value of our Common Stock.Broad market and industry factors may depress the market price of our common stock irrespective of our operating performance. The stock market ingeneral and Nasdaq have experienced price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of theparticular companies affected. The trading prices and valuations of these stocks, and of our securities, may not be predictable. A loss of investor confidence inthe market for financial technology stocks or the stocks of other companies which investors perceive to be similar to us could depress our stock priceregardless of our business, prospects, financial conditions or results of operations. A decline in the market price of our common stock also could adverselyaffect our ability to issue additional securities and our ability to obtain additional financing in the future.Because we have no current plans to pay cash dividends on our Common Stock for the foreseeable future, you may not receive any return on investmentunless you sell your Common Stock for a price greater than that which you paid for it.We intend to retain future earnings, if any, for future operations, expansion, and debt repayment and have no current plans to pay any cash dividendsfor the foreseeable future. The declaration, amount, and payment of any future dividends on shares of Common Stock will be at the sole discretion of ourboard of directors. Our board of directors may take into account general and economic conditions, our financial condition, and results of operations, ouravailable cash and current and anticipated cash needs, capital requirements, contractual, legal, tax, and regulatory restrictions, implications on the paymentof dividends by us to our stockholders or by our subsidiaries to us, and such other factors as our board of directors may deem relevant. In addition, our abilityto pay dividends is limited by covenants of our existing and outstanding indebtedness and may be limited by covenants of any future indebtedness we or oursubsidiaries incur. As a result, you may not receive any return on an investment in our Common Stock unless you sell our Common Stock for a price greaterthan that which you paid for it.Our ability to meet expectations and projections in any research or reports published by securities or industry analysts, or a lack of coverage by securitiesor industry analysts, could result in a depressed market price and limited liquidity for our common stock.The trading market for our common stock will be influenced by the research and reports that industry or securities analysts may publish about us, ourbusiness, our market, or our competitors. If no or few securities or industry analysts commence coverage of the Company, our stock price would likely be lessthan that which would obtain if we had such coverage and the liquidity, or trading volume of our common stock may be limited, making it more difficult fora stockholder to sell shares at an acceptable price or amount. If any analysts do cover the Company, their projections may vary widely and may not accuratelypredict the results we actually achieve. Our share price may decline if our actual results do not match the projections of research analysts covering us.Similarly, if one or more of the analysts who write reports on us downgrades our stock or publishes inaccurate or unfavorable research about our business, ourshare price could decline. If one or more of these analysts ceases coverage of us or fails to publish reports on us regularly, our share price or trading volumecould decline.We may issue additional shares of common stock or other equity securities without your approval, which would dilute your ownership interest in us andmay depress the market price of our common stock.We may issue additional shares of common stock or other equity securities in the future in connection with, among other things, future acquisitionsand repayment of outstanding indebtedness or grants under the Omnibus Plan without stockholder approval in a number of circumstances.Our issuance of additional common stock or other equity securities could have one or more of the following effects:·our existing stockholders’ proportionate ownership interest in us will decrease;·the amount of cash available per share, including for payment of dividends in the future, may decrease;·the relative voting strength of each previously outstanding share of common stock may be diminished; and·the market price of our common stock may decline.22IndexProvisions in our charter and Delaware law may inhibit a takeover of us, which could limit the price investors might be willing to pay in the future for ourcommon stock and could entrench management.Our charter contains provisions that opt out of Section 203 of the Delaware General Corporation Law (the “DGCL”). These provisions include theability of the board of directors to designate the terms of and issue new series of preferred shares, which may make more difficult the removal of managementand may discourage transactions that otherwise could involve payment of a premium over prevailing market prices for our securities.In addition, while we have opted out of Section 203 of the DGCL, our charter contains similar provisions providing that we may not engage in certain“business combinations” with any “interested stockholder” for a three-year period following the time that the stockholder became an interested stockholder,unless:·prior to such time, our board of directors approved either the business combination or the transaction that resulted in the stockholder becoming aninterested stockholder;·upon consummation of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least85% of our voting stock outstanding at the time the transaction commenced, excluding certain shares; or·at or subsequent to that time, the business combination is approved by our board of directors and by the affirmative vote of holders of at least two-thirds of our outstanding voting stock that is not owned by the interested stockholder.These anti-takeover defenses could discourage, delay or prevent a transaction involving a change in control of us. These provisions could also discourageproxy contests and make it more difficult for you and other stockholders to elect directors of your choosing and cause us to take corporate actions other thanthose you desire.Our charter designates the Court of Chancery of the State of Delaware as the exclusive forum for certain litigation that may be initiated by ourstockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us.Our charter provides that the Court of Chancery of the State of Delaware will be the sole and exclusive forum for (i) any derivative action orproceeding brought on our behalf, (ii) any action asserting a claim of breach of a fiduciary duty owed to us or our stockholders by any of our directors,officers, employees or agents, (iii) any action asserting a claim against us arising under the DGCL or (iv) any action asserting a claim against us that isgoverned by the internal affairs doctrine. By becoming our stockholder, you will be deemed to have notice of and have consented to the provisions of ourcharter related to choice of forum. The choice of forum provision in our charter may limit our stockholders’ ability to obtain a favorable judicial forum fordisputes with us.Future sales of our common stock previously issued to our stockholders may reduce the market price of our common stock that you might otherwise obtain.The parties to our Shareholders Agreement are restricted from transferring any shares of our common stock that they received from Interwire LLCuntil the earlier of (i) such time as the number of shares of our common stock subject to the Shareholders Agreement represents less than 50% of ouroutstanding voting power for a period of five consecutive business days, (ii) receipt of written consent from stockholders holding a majority of our commonstock subject to the Shareholders Agreement and (iii) 15 months after the closing of the Merger, subject to certain limited exceptions.On July 26, 2018, the closing date of the Merger, we entered into a registration rights agreement (the “Registration Rights Agreement”) with certainof FinTech’s initial stockholders and certain of the Intermex stockholders that provides certain registration rights with respect to the shares of our commonstock. The Registration Rights Agreement requires us to, among other things, file a resale shelf registration statement on behalf of the stockholders party tothe Registration Rights Agreement as promptly as practicable upon request by Stella Point following the Closing. The Registration Rights Agreement alsoprovides the stockholders party to the agreement the right (such right, the “Demand Registration Right”) to require us to effect one or more shelf registrationsunder the Securities Act, covering all or part of such stockholder’s common stock upon written request to us. Demand Registration Rights are availableexclusively to Stella Point for the first 15 months after the closing of the Merger, and thereafter to certain other stockholders party to the Registration RightsAgreement. The Registration Rights Agreement additionally provides piggyback rights to the stockholders party to the Registration Rights Agreement,subject to customary underwriter cutbacks and issuer blackout periods. We also agreed to pay certain fees and expenses relating to registrations under theRegistration Rights Agreement.Upon expiration of the lockup period applicable to shares of our common stock held by certain legacy stockholders or effectiveness of the shelfregistration statement, these parties may sell large amounts of our stock in the open market or in privately negotiated transactions. The registration andavailability of such a significant number of shares of common stock for trading in the public market may increase the volatility in the price of our commonstock or put significant downward pressure on the price of our common stock. In addition, we may use shares of our common stock as consideration for futureacquisitions, which could further dilute our stockholders.23IndexWe are a “controlled company” within the meaning of the Nasdaq rules and, as a result, we qualify for, and intend to rely on, exemptions from certaincorporate governance requirements. You will not have the same protections afforded to stockholders of companies that are subject to such requirements.The parties to our Shareholders Agreement will continue to control a majority of the combined voting power of all classes of our stock entitled tovote generally in the election of directors. As a result, we will be a “controlled company” within the meaning of the corporate governance standards ofNasdaq. Under these rules, a company of which more than 50% of the voting power in the election of directors is held by an individual, group or anothercompany is a “controlled company” and may elect not to comply with certain corporate governance requirements, including the requirements that, withinone year of the date of the listing of its common stock:·the company have a board that is composed of a majority of “independent directors,” as defined under the Nasdaq rules;·the company have a compensation committee that is composed entirely of independent directors and that has a written charter addressing thecommittee’s purpose and responsibilities; and·the company’s director nominations be made, or recommended to the full board of directors, by its independent directors or by a nominationscommittee that is composed entirely of independent directors, and that the company adopt a written charter or a board resolution addressing thenominations process.We may continue to utilize these exemptions. Accordingly, you will not have the same protections afforded to stockholders of companies that are subject toall of the corporate governance requirements of Nasdaq.We may be subject to securities litigation, which is expensive and could divert management’s attention.Our share price may be volatile and, in the past, companies that have experienced volatility in the market price of their stock have been subject tosecurities class action litigation. We may be the target of this type of litigation in the future. Litigation of this type could result in substantial costs anddiversion of management’s attention and resources, which could have a material adverse effect on our business, financial condition, results of operations andprospects. Any adverse determination in litigation could also subject us to significant liabilities.The public warrants may never be in the money and they may expire worthless.The exercise price for our warrants is $11.50 per share, while the market price of our common stock have in the past been as high as $11.96 per sharebased on the closing price as of December 31, 2018, there can be no assurance that the public warrants will be in the money prior to their expiration and, assuch, the warrants may expire worthless.The terms of our warrants may be amended in a manner that may be adverse to the holders. The warrant agreement between Continental StockTransfer & Trust Company, as warrant agent, and us provides that the terms of the warrants may be amended without the consent of any holder to cure anyambiguity or correct any defective provision, but requires the approval by the holders of at least 65% of the then outstanding public warrants to make anychange that adversely affects the interests of the registered holders. Accordingly, we may amend the terms of the warrants in a manner adverse to a holder ifholders of at least 65% of the then outstanding public warrants approve of such amendment. Although our ability to amend the terms of the warrants with theconsent of at least 65% of the then outstanding public warrants is unlimited, examples of such amendments could be amendments to, among other things,increase the exercise price of the warrants, shorten the exercise period or decrease the number of shares of our common stock purchasable upon exercise of awarrant.Our Warrants are no longer listed for trading on Nasdaq and are only traded on the Over-the-Counter (OTC) market, which may adversely limit investors’ability to effect transactions in our Warrants.Although our Warrants were initially listed for trading on Nasdaq following our IPO, the Warrants were delisted on October 31, 2018 due to non-compliance with the minimum number of round lot holders for the listing of its Warrants following the Merger. As a result, the Warrants have since beenavailable for trading only through the OTC market, which may result in a limited ability to engage in transactions in our Warrants.24IndexWe may redeem your unexpired warrants prior to their exercise at a time that is disadvantageous to you, thereby making your warrants worthless.We have the ability to redeem outstanding warrants (excluding any placement warrants held by FinTech Investor Holdings II, LLC, CantorFitzgerald & Co. or their permitted transferees) at any time after they become exercisable and prior to their expiration, at $0.01 per warrant, provided that thelast reported sales price (or the closing bid price of our common stock in the event the shares of our common stock are not traded on any specific trading day)of the common stock equals or exceeds $24.00 per share on each of 20 trading days within the 30 trading-day period ending on the third business day prior tothe date on which we send proper notice of such redemption, provided that on the date we give notice of redemption and during the entire period thereafteruntil the time we redeem the warrants, we have an effective registration statement under the Securities Act covering the shares of common stock issuable uponexercise of the warrants and a current filing relating to them is available. If and when the warrants become redeemable by us, we may exercise our redemptionright even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of the outstandingwarrants could force a warrant holder (i) to exercise your warrants and pay the exercise price therefore at a time when it may be disadvantageous for you to doso, (ii) to sell your warrants at the then-current market price when you might otherwise wish to hold your warrants or (iii) to accept the nominal redemptionprice which, at the time the outstanding warrants are called for redemption, will be substantially less than the market value of your warrants.Warrants to purchase our common stock became exercisable as of August 25, 2018, which could increase the number of shares eligible for future resale inthe public market and result in dilution to our stockholders.Outstanding warrants to purchase an aggregate of 8,959,999 shares of our common stock became exercisable as of the 30th day following theclosing of the Merger in accordance with the terms of the warrant agreement governing those securities. These warrants consist of 8,749,999 warrantsoriginally included in the units issued in our IPO and 210,000 warrants included in the placement units. Each warrant entitles its holder to purchase one shareof our common stock at an exercise price of $11.50 per share and will expire at 5:00 p.m., New York time, on the fifth anniversary of the closing date of theMerger, or earlier upon redemption of our outstanding warrants or our liquidation. To the extent warrants are exercised, additional shares of our commonstock will be issued, which will result in dilution to our then existing stockholders and increase the number of shares eligible for resale in the public market.Sales of substantial numbers of such shares in the public market could depress the market price of our common stock.Registration of the shares underlying the warrants and a current filing may not be in place when an investor desires to exercise warrants. If our commonstock is delisted from Nasdaq, we may, at our option, require holders of public warrants who exercise such warrants to do so on a “cashless basis,” and insuch event we would not be required to maintain in effect a current registration statement for the common stock issuable upon exercise of the warrants. Ifan exemption from registration is not available, this may prevent an investor from being able to exercise its warrants, possibly resulting in such warrantsexpiring worthless.Under the warrant agreement, we are obligated to use our best efforts to maintain the effectiveness of a registration statement under the SecuritiesAct, and a current filing relating thereto, until the expiration of the warrants in accordance with the provisions of, and subject to certain exceptions containedin, the warrant agreement.We are required to permit holders to exercise their warrants on a “cashless basis.” In addition, if our common stock is delisted from Nasdaq and nolonger satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, we may require public warrant holders who exercisewarrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act. In such event, we would not be required to file or maintain ineffect a registration statement for the common stock issuable upon exercise of the warrants, which means that we would not be required to maintain theeffectiveness of the registration statement of which this filing is a part. However, no warrant will be exercisable for cash or on a cashless basis, and we will notbe obligated to issue any shares to holders seeking to exercise their warrants, unless the shares issuable upon such exercise are registered or qualified underthe Securities Act and securities laws of the state of the exercising holder to the extent an exemption is unavailable. In no event will we be required to issuecash, securities or other compensation in exchange for the warrants in the event that the shares underlying such warrants are not registered or qualified underthe Securities Act or applicable state securities laws. If the issuance of the shares upon exercise of the warrants is not so registered or qualified or deemedexempt, the holder of such warrant shall not be entitled to exercise such warrant and such warrant may have no value and expire worthless.ITEM 1B.UNRESOLVED STAFF COMMENTSNone.ITEM 2.PROPERTIESOur leased corporate offices are located in Miami, FL. In addition, we lease three other facilities in Miami, FL. As of December 31, 2018, we lease 32company-operated stores all located in the United States. We have two international customer services centers located in Guatemala City, Guatemala andPuebla, Mexico where our employees answer operational questions from agents and customers. Our owned and leased facilities are used for operational, salesand administrative purposes in support of our business, and are all currently being utilized as intended.25IndexWe believe that our properties are sufficient to meet our current and projected business needs. We periodically review our facility requirements and mayacquire new facilities, or modify, update, consolidate, dispose of or sublet existing facilities, based on evolving business needs. ITEM 3.LEGAL PROCEEDINGSFrom time to time, we are subject to various claims, charges and litigation matters that arise in the ordinary course of business. We believe these actionsare a normal incident of the nature and kind of business in which we are engaged. While it is not feasible to predict the outcome of these matters withcertainty, we do not believe that any asserted or unasserted legal claims or proceedings, individually or in the aggregate, will have a material adverse effecton our business, financial condition, results of operations or prospects.We are currently not a party to any legal proceedings that would be expected to have a material adverse effect on our business or financial condition.From time to time, we are subject to litigation incidental to our business, as well as other litigation of a non-material nature in the ordinary course of business.ITEM 4.MINE SAFETY DISCLOSURESNot Applicable.ITEM 4A.EXECUTIVE OFFICERS OF THE REGISTRANTSet forth below is certain information regarding the Company’s current executive officers as of December 31, 2018:Name Age PositionRobert Lisy 61 Chief Executive Officer, President and Chairman of the Board of DirectorsTony Lauro II 50 Chief Financial OfficerRandy Nilsen 53 Chief Sales OfficerEduardo Azcarate 47 Chief Business Development OfficerJose Perez-Villarreal 58 Chief Administrative and Compliance Officer and SecretaryWilliam Velez 45 Chief Information OfficerRobert Lisy has served as a director of International Money Express, Inc. since 2018. Mr. Lisy served as a director of Merger Sub 2’s predecessorentities from 2009 to 2018. Mr. Lisy is the Chief Executive Officer, President, and Chairman of the board of directors of International Money Express, Inc.and its predecessors, which he joined in 2009. Mr. Lisy has 17 years of experience in the retail financial services and electronic payment processing industryin various positions, including four years as the Chief Marketing and Sales Officer of Vigo Remittance Corp., a money transfer and bill payments service inthe United States and internationally, and over seven years at Western Union in various sales, marketing and operational positions of increasingresponsibility. Mr. Lisy was a founding partner of Direct Express/Paystation America, which offered, among other things, prepaid debit cards to federalbenefit recipients, where he served as Chief Operating Officer and on the board of directors. He was an integral part in the efforts to successfully sell DirectExpress in 2000 to American Payment Systems. Mr. Lisy holds a bachelor’s degree from Cleveland State University. We believe that Mr. Lisy’s experience asthe Chairman and Chief Executive Officer of Intermex coupled with his extensive operational experience in the retail financial services and remittanceindustries make him well qualified to serve as a Director.Tony Lauro II, Chief Financial Officer, has served as the Chief Financial Officer of International Money Express, Inc. since 2018. Mr. Lauro joinedIntermex as Chief Financial Officer on March 5, 2018. Prior to joining Intermex, Mr. Lauro served as the President and Chief Financial Officer of Cognical,Inc., which offers consumers point-of-sale financing at furniture, appliance and electronics retailers. Mr. Lauro served at Cognical from June 2016 toNovember 2017. From September 2013 to May 2016, Mr. Lauro served as the Chief Financial Officer of the Merchant Services division of JP Morgan Chase.While at Chase, Mr. Lauro also served as Chairman of the board of directors at Merchant Link, a joint venture of JP Morgan Chase and First Data Corp. Mr.Lauro also served in divisional CFO roles at the Royal Bank of Scotland, Citizens Bank and Capital One Financial. Mr. Lauro holds a bachelor’s in Financefrom James Madison University and an MBA from the College of William and Mary, Mason School of Business.Randy Nilsen, Chief Sales Officer, has served as the Chief Sales Officer of International Money Express, Inc. since 2018. Mr. Nilsen was Intermex’sChief Sales Officer from 2015 to 2018. Prior to joining Intermex, Mr. Nilsen served as Chief Sales Officer at Sigue Money Transfer Services (“Sigue”), aglobal remittance provider from 2011 to 2015 where he was responsible for revenue generation through acquisition and retention of both agents andconsumers within North America. Prior to his employment with Sigue, Mr. Nilsen was the Chief Franchise Sales and Operations Officer at Jackson Hewitt from2008 to 2011. Prior to Jackson Hewitt, Mr. Nilsen was with Western Union from 1987 to 2008 where he held roles with increasing responsibility in sales,marketing and sales planning and was responsible for business units in the U.S., Canada and the U.K. Mr. Nilsen is a graduate of the Executive Managementprogram at the University of California Los Angeles’s Anderson School of Management and holds a bachelor’s degree in Business Finance from BrighamYoung University.26IndexEduardo Azcarate, Chief Business Development Officer, has served as the Chief Business Development Officer of International Money Express,Inc. since 2018. Mr. Azcarate was Intermex’s Chief Business Development Officer from 2016 to 2018. Since 2018, Mr. Azcarate is also responsible foroverseeing the Company’s foreign subsidiary operations. Prior roles at Intermex have included Vice President of Business Development, Vice President ofSales and Marketing and Director of Mergers and Acquisitions. Prior to joining Intermex, Mr. Azcarate served as Controller for Servimex, a provider of moneytransfer services, which was acquired by Intermex in March 2007. Prior to Servimex Mr. Azcarate held positions at Ban Colombia and Gillette in Colombia.Mr. Azcarate is a graduate of ICESI University in Cali, Colombia, with a degree in Marketing and Finance.Jose Perez-Villarreal, Chief Administrative and Compliance Officer, has served as the Chief Administrative and Compliance Officer ofInternational Money Express, Inc. since 2018. Since October 2017, Mr. Perez-Villarreal has also managed the Human Resources Department. In 2009, he waspromoted to Chief Administrative Officer and assumed the responsibility to oversee the Company’s foreign subsidiary operations until 2018. Mr. Perez-Villarreal joined Intermex in 2000 as the Director of Treasury, in 2005 became the Chief Compliance Officer of Intermex, and since that time has beenresponsible for leading all federal and state regulatory compliance efforts. Prior to joining Intermex, Mr. Perez-Villarreal was the Operations Manager for aMiami-based money transmitter. Mr. Perez-Villarreal studied computer science and finance at the University of Central Florida and Barry University andholds the designation of Certified Anti-Money Laundering Specialist (CAMS).William Velez, Chief Information Officer, has served as the Chief Information Officer of International Money Express, Inc. since 2018. Mr. Velezwas Intermex’s Chief Information Officer from 2013 to 2018. Mr. Velez designed and implemented Intermex’s online processing and anti-fraud capabilitiesand expanded its partner integration systems and cybersecurity controls. Mr. Velez served as Chief Information Officer of Abarca Health, a pharmacytransaction processing and health technology company, from August 2009 to August 2013. Prior to his employment with Abarca Health, Mr. Velez heldleadership positions at PwC, a multinational professional services firm, and at Accenture, a Fortune Global 500 management consulting and professionalservices firm, where he directed technology and strategic initiatives for diverse organizations in financial services, consumer goods, higher education andhealthcare. Mr. Velez currently serves as a director for a STEM-focused non-for-profit organization. Mr. Velez holds a bachelor’s degree in electricalengineering from the University of Puerto Rico, a master’s degree in international studies from the University of Pennsylvania and a master’s degree inbusiness administration (MBA) from the Wharton School.27IndexPART IIITEM 5.MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OFEQUITY SECUIRITIESMarket for the Company’s Common StockOur common stock and warrants began separately trading on the Nasdaq Capital Market on July 27, 2018 under the symbols "IMXI" and “IMXIW”,respectively. On October 31, 2018, the warrants were no longer trading on the Nasdaq Capital Market and began trading on the Over-The-Counter Market. Asof December 31, 2018, our common stock and warrants continue to be traded in the Nasdaq Capital Market and Over-The-Counter Market, respectively.As of March 15, 2019, there were 100 holders of record of Common Stock and 24 holders of record of our Warrants.Prior to the Merger, Holdings distributed $20.2 million in cash dividends to its stockholder. See “NOTE 11 – STOCKHOLDERS’ EQUITY AND SHARE-BASED COMPENSATION” for more information. However, following the Merger we have not declared or paid, and do not anticipate declaring or paying inthe foreseeable future, any cash dividends on our Common Stock. In addition, the terms of our credit facilities will include restrictions on our ability to issuedividends. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources” for adiscussion of our credit facilities’ restrictions on our subsidiaries’ ability to pay dividends or other payments to us. Any payment of future dividends will beat the discretion of the Company’s Board of Directors and will depend upon, among other factors, the Company’s earnings, financial condition, current andanticipated capital requirements, plans for expansion, level of indebtedness and contractual restrictions. The payment of future cash dividends, if any, wouldbe made only from assets legally available.Issuer Repurchases of Equity SecuritiesImmediately prior to the Merger, FinTech’s shareholders exercised their right to redeem certain of their outstanding shares for cash, resulting in theredemption of 4.9 million shares of FinTech for gross redemption payments of $49.8 million. See “NOTE 3 – FINTECH MERGER AND STELLA POINTACQUISITION” for more information.Use of proceeds from registered securitiesNone.Performance GraphThe Company's peer group (“Peer Group”) consists of companies that are in the money remittance and payment industries and is comprised of thefollowing: MoneyGram, EuroNet, and Western Union.The following graph shows a comparison of cumulative total shareholder return, calculated on a dividends reinvested basis, for (1) the Company’scommon stock, (2) the Total Return Index for U.S. Companies traded on the Nasdaq Global Select Market (“the Market Group”) and (3) our Peer Group, forthe period from July 27, 2018 (the first day our common stock was separately traded) through December 31, 2018. The graph assumes the value of theinvestment in our common stock and each index was $100 on July 27, 2018 and that all dividends were reinvested. We have not paid any cash dividendsand, therefore, the cumulative total return calculation for us is based solely upon stock price appreciation and not upon reinvestment of cash dividends. Notethat historic stock price performance is not necessarily indicative of future stock price performance.28IndexCOMPARISON OF CUMULATIVE TOTAL RETURNAMONG INTERNATIONAL MONEY EXPRESS, INC.,NASDAQ INDEX AND PEER GROUP INDEXThe following table is a summary of the monthly cumulative total return for the day our stock began trading on the Nasdaq through: 7/27/20187/31/20188/31/20189/30/201810/31/201811/30/201812/31/2018International Money Express, Inc.10099.0098.00120.20120.90121.20119.60NASDAQ Stock Market (US Companies)10099.19105.19104.5095.2095.7186.94Peer Group10099.0997.2998.7699.08102.7892.46NOTE: Index Data: Calculated (or Derived) based from CRSP NASDAQ Stock Market (US Companies), Center for Research in Security Prices (CRSP®),Graduate School of Business, The University of Chicago. Copyright 2019. Used with permission. All rights reserved.NOTE: Corporate Performance Graph with peer group uses peer group only performance (excludes only company).The graph is furnished and shall not be deemed “filed” with the SEC or subject to Section 18 of the Securities Exchange Act of 1934, as amended (the"Exchange Act"), and is not to be incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of anygeneral incorporation language in such filing.29IndexITEM 6.SELECTED FINANCIAL DATAThe information set forth below should be read in conjunction with “Item 7. Management’s Discussion and Analysis of Financial Condition and Resultsof Operations” and our consolidated financial statements and related notes included elsewhere in this report. For the purposes hereof, the term “SuccessorCompany” refers to the Company after the Merger and the term “Predecessor Company” refers to Intermex Holdings prior to the Merger. The following tablepresents our selected consolidated financial data for the following periods described below: Successor Company Predecessor Company (in thousands) Year Ended December31, 2018 Period from February 1,2017 to December 31,2017 Period from January 1,2017 to January 31,2017 Year Ended December31, 2016 Year Ended December31, 2015 Income Statement Data: Revenues $273,901 $201,039 $14,425 $165,395 $124,199 Operating expenses 260,829 199,231 19,332 142,371 110,015 Operating income (loss) 13,072 1,808 (4,907) 23,024 14,184 Interest Expense 18,448 11,448 614 9,540 4,234 (Loss) income before taxes (5,376) (9,640) (5,521) 13,484 9,950 Income tax provision (benefit) 1,868 534 (2,203) 4,084 4,192 Net (loss) income $(7,244) $(10,174) $(3,318) $9,400 $5,758 Loss per share - Basic and Dilited $(0.28) $(0.59) Cash dividends declared $- $20,178 $- $1,287 $18,145 Non-GAAP data Adjusted EBITDA $47,144 $31,072 $2,309 $27,101 $18,761 Cash Flow Data: Net cash provided by operatingactivities $19,838 $7,417 $8,652 $22,396 $4,465 Net cash used in investingactivities $(5,451) $(5,275) $(249) $(3,012) $(2,065)Net cash (used in) provided byfinancing activities $(1,113) $12,927 $(2,000) $(558) $(3,019) Successor Company Predecessor Company (in thousands) As of December 31,2018 As of December 31,2017 As of December 31,2016 As of December 31,2015 Balance Sheet Data: Cash $73,029 $59,156 $37,601 $18,925 Total assets $225,839 $216,579 $118,774 $89,802 Long-term debt $113,326 $108,053 $77,183 $40,633 Total liabilities $181,366 $180,677 $115,515 $60,829 Stockholder's equity $44,473 $35,902 $3,259 $28,973 The following table presents the reconciliation of Adjusted EBITDA to Net (Loss) Income, the closest GAAP measure. Successor Company Predecessor Company Year Ended December31, 2018 Period from February 1,2017 to December 31,2017 Period from January 1,2017 to January 31,2017 Year Ended December31, 2016 Year Ended December31, 2015 Net (loss) income $(7,244) $(10,174) $(3,318) $9,400 $5,758 Adjusted for: Interest expense 18,448 11,448 614 9,540 4,234 Income tax provision (benefit) 1,868 534 (2,203) 4,084 4,192 Depreciation and amortization 15,671 16,645 382 2,530 2,453 EBITDA 28,743 18,453 (4,525) 25,554 16,637 Transaction costs (a) 10,319 8,706 3,917 901 1,609 Incentive units plan (b) 4,735 1,846 - - - Change in control adjustmentfor stock options (c) - - 2,813 - - Share-based compensation,2018 plan (d) 1,091 - - - - Registration costs (e) 615 - - - - Transition expenses (f) 348 - - - - Management fee (g) 585 715 - - - TCPA Settlement (h) 192 - - - - Other empoyee severance (i) 106 - - - - One-time adjustment - bank fees(j) - 642 - - - One-time incentive bonuses (k) - 514 - - - Other charges and expenses (l) 410 196 104 646 515 Adjusted EBITDA $47,144 $31,072 $2,309 $27,101 $18,761 30Index(a)Represents direct costs related to the Merger and Stella Point acquisition, which are expensed as incurred and included as “transaction costs” in ourconsolidated statements of operations and comprehensive (loss) income. The year ended December 31, 2018 includes $10.3 million related to theMerger. Costs related to the Stella Point acquisition amount to $8.7 million for the Successor Period from February 1, 2017 to December 31, 2017 and$3.9 million for the Predecessor Period from January 1, 2017 to January 31, 2017, and $0.9 million and $1.6 million for the Predecessor years endedDecember 31, 2016 and 2015, respectively. These costs consist primarily of legal, consulting, accounting, advisory fees and certain incentive bonuses.(b)In connection with the Stella Point acquisition, Class B, C and D incentive units were granted to our employees by Interwire LLC. The Successor Periodsincluded expense regarding these incentive units, which became fully vested and where paid out upon the Closing Date of the Merger.(c)Represents $2.8 million related to stock options issued by the Predecessor Company which vested upon the Stella Point acquisition.(d)Stock options and restricted stock were granted to employees and independent directors of the Company in connection with the completion of theMerger. The Company recorded $1.1 million of expense related to share-based compensation during the year ended December 31, 2018.(e)The Company incurred $0.6 million of expenses during the year ended December 31, 2018 for professional fees in connection with the registration ofcommon stock underlying outstanding warrants.(f)Represents recruiting fees and severance costs related to managerial changes in connection with becoming a publicly-traded company.(g)Represents payments under our management agreement with Stella Point pursuant to which we paid a quarterly fee for certain advisory and consultingservices. In connection with the Merger, this agreement was terminated.(h)Represents payments for the settlement of a lawsuit related to the Telephone Consumer Protection Act (“TCPA”), which includes a $0.1 millionsettlement payment and $0.1 million in related legal expenses.(i)Represents $0.1 million of severance costs related to departmental changes.(j)We incurred a one-time expense in the 2017 Successor period to true-up the accrual for bank service charges. The amount of $0.6 million relates to prioryear bank service changes, which were not considered material to any individual year.(k)Represents one-time cash bonus paid to certain members of management in 2017 to recognize higher performance.(l)Includes loss on disposal of fixed assets, foreign currency (gains) or losses and legal expenses considered to be non-recurring. The year ended December31, 2018 also includes a one-time adjustment related to the Company’s loyalty programs of $0.2 million, while the Predecessor Periods also includeamortization of restricted stock awards.ITEM 7.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSThis Management's Discussion and Analysis of Financial Condition and Results of Operations ("MD&A") should be read in conjunction with ourConsolidated Financial Statements and related Notes included elsewhere in this Annual Report on Form 10-K. This Annual Report on Form 10-K containsforward-looking statements that involve risks and uncertainties. The forward-looking statements are not historical facts, but rather are based on currentexpectations, estimates, assumptions and projections about our industry, business and future financial results. Our actual results could differ materiallyfrom the results contemplated by these forward-looking statements due to a number of factors, including those discussed in other sections of this AnnualReport on Form 10-K. See “Special Note Regarding Forward-Looking Statements” for additional factors relating to such statements, and see “RiskFactors” included in Item 1A of this Annual Report on Form 10-K. Past operating results are not necessarily indicative of operating results in any futureperiods.For the purposes hereof, the term “Successor Company” refers to the Company after the Merger and the term “Predecessor Company” refers toIntermex Holdings prior to the Merger.OverviewWe are a rapidly growing and leading money remittance services company focused primarily on the U.S. to the LAC corridor, which includesMexico, Central and South America and the Caribbean. We utilize our proprietary technology to deliver convenient, reliable and value-added services to ourcustomers through a broad network of sending and paying agents. Our remittance services, which include a comprehensive suite of ancillary financialprocessing solutions and payment services, are available in 50 states, Washington D.C. and Puerto Rico, where customers can send money to beneficiariesprimarily in 17 LAC countries. Our services are accessible in person through over 100,000 sending and paying agents and company-operated stores, as wellas online and via Internet-enabled mobile devices.Money remittance services to Latin America, primarily Mexico and Guatemala, are the primary source of our revenue. These services involve themovement of funds on behalf of an originating customer for receipt by a designated beneficiary at a designated receiving location. Our remittances to LatinAmerica are generated in the United States by customers with roots in Latin American and Caribbean countries, many of whom do not have an existingrelationship with a traditional full-service financial institution capable of providing the services we offer. We provide these customers with flexibility andconvenience to help them meet their financial needs. Other customers who use our services may have access to traditional banking services, but prefer to useour services based on reliability, convenience and value. We generate money remittance revenue from fees paid by our customers (i.e., the senders of funds),which we share with our sending agents in the United States and our paying agents in the destination country. Remittances paid in local currencies that arenot pegged to the U.S. dollar also earn revenue through our daily management of currency exchange spreads.31IndexOur money remittance services enable our customers to send and receive funds through our extensive network of locations in the United States thatare primarily operated by third-party businesses, which we refer to as agents, and a small number of company-operated stores in the LAC corridor. In addition,our services are offered digitally through Intermexonline.com and via Internet-enabled mobile devices. We currently operate in the United States, Mexico,Guatemala and 20 additional countries. Since January 2015 through December 31, 2018, we have grown our agent network by more than 109% and increasedour remittance transactions volume by approximately 117%. In 2018, we processed approximately $24.1 million remittances, representing over 27% growthin transactions as compared to 2017.As a non-bank financial institution, we are regulated by the Department of Treasury, the Internal Revenue Service, FinCEN, the CFPB, theDepartment of Banking and Finance of the State of Florida and additionally by the various regulatory institutions of those states where we hold an operatinglicense. We are duly registered as an MSB with FinCEN, the financial intelligence unit of the U.S. Department of the Treasury. We are also subject to a widerange of regulations in the United States and other countries, including anti-money laundering laws and regulations; financial services regulations; currencycontrol regulations; anti-bribery law; money transfer and payment instrument licensing laws; escheatment laws; privacy, data protection and informationsecurity laws; and consumer disclosure and consumer protection laws.Key Factors and Trends Affecting our BusinessVarious trends and other factors have affected and may continue to affect our business, financial condition and operating results, including:•competition in the markets in which we operate;•cyber-attacks or disruptions to our information technology, computer network systems and data centers;•our ability to maintain agent relationships on terms consistent with those currently in place;•our ability to maintain banking relationships necessary for us to conduct our business;•credit risks from our agents and the financial institutions with which we do business;•bank failures, sustained financial illiquidity, or illiquidity at our clearing, cash management or custodial financial institutions;•our ability to meet our debt obligations and remain in compliance with our credit facility requirements;•new technology or competitors that disrupt the current ecosystem;•our success in developing and introducing new products, services and infrastructure;•customer confidence in our brand and in consumer money transfers generally;•our ability to maintain compliance with the regulatory requirements of the jurisdictions in which we operate or plan to operate including anti-corruption, data privacy and cybersecurity laws;•consumer fraud and other risks relating to customer authentication;•international political factors or implementation of tariffs, border taxes or restrictions on remittances or transfers of money out of the UnitedStates;•changes in tax laws and unfavorable outcomes of tax positions we take;•political instability, currency restrictions and devaluation in countries in which we operate or plan to operate;•weakness in U.S. or international economic conditions;•change or disruption in international migration patterns;•our ability to protect our brand and intellectual property rights;•our ability to retain key personnel; and32Index•changes in foreign exchange rates which could impact consumer remittance activity.Throughout 2018, Latin American political and economic conditions remain unstable, as evidenced by high unemployment rates in key markets,currency reserves, currency controls, restricted lending activity, weak currencies and low consumer confidence, among other factors. Specifically, continuedpolitical and economic unrest in parts of Mexico and Guatemala contributed to volatility. Our business has generally been resilient during times of economicinstability as money remittances are essential to many recipients, with the funds used by the receiving party for their daily needs. However, long-termsustained devaluation of the Mexican Peso or Guatemalan Quetzal as compared to the U.S. Dollar could negatively affect our revenues and profitability.Money remittance businesses such as ours have continued to be subject to strict legal and regulatory requirements, and we continue to focus on andregularly review our compliance programs. In connection with these reviews, and in light of regulatory complexity and heightened attention of governmentaland regulatory authorities related to cybersecurity and compliance activities, we have made, and continue to make, enhancements to our processes andsystems designed to detect and prevent cyber-attacks, consumer fraud, money laundering, terrorist financing and other illicit activity, along withenhancements to improve consumer protection, including related to the Dodd-Frank Wall Street Reform and Consumer Protection Act and similar regulationsoutside the United States. In coming periods, we expect these enhancements will continue to result in changes to certain of our business practices and mayresult in increased costs.We maintain a regulatory compliance department, under the direction of our experienced Chief Administrative and Compliance Officer, whoseforemost responsibility is to monitor transactions, detect suspicious activity, maintain financial records and train our employees and agents. An independentthird-party consulting firm periodically reviews our policies and procedures to ensure the efficacy of our anti-money laundering and regulatory complianceprogram.The market for money remittance services is very competitive. Our competitors include a small number of large money remittance providers,financial institutions and banks as well as a large number of small niche money remittance service providers that serve select regions. We compete with largercompanies such as Western Union, MoneyGram and EuroNet and a number of other smaller MSB entities. We generally compete for money remittance agentson the basis of value, service, quality, technical and operational differences, commission structure and marketing efforts. We sell credible solutions to ouragents, 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, technology and brand recognition.We expect to encounter increasing competition as new technologies emerge that enable customers to send and receive money through a variety ofchannels, but we do not expect adoption rates to be as significant in the near term for the customer segment we serve. Regardless, we continue to innovate inthe industry by differentiating our money remittance business through programs to foster loyalty among agents as well as customers and have expanded ourchannels through which our services are accessed to include online and mobile offerings in preparation for customer adoption.We qualify as an “emerging growth company” pursuant to the provisions of the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”),enacted on April 5, 2012. An “emerging growth company” can take advantage of certain exemptions from various reporting requirements that are applicableto other public companies that are not “emerging growth companies.” These provisions include: •an exemption from the auditor attestation requirement of Section 404 of the Sarbanes-Oxley Act in the assessment of the emerging growthcompany’s internal control over financial reporting;•an exemption from the adoption of new or revised financial accounting standards until they would apply to private companies; and•an exemption from compliance with any new requirements adopted by the Public Company Accounting Oversight Board requiring mandatoryaudit firm rotation or a supplement to the auditor’s report in which the auditor would be required to provide additional information about theaudit and the financial statements of the issuer.We will remain an “emerging growth company” until the earliest of: (i) the last day of the fiscal year during which we had total annual grossrevenues of $1.07 billion or more; (ii) the last day of the fiscal year following the fifth anniversary of the date of the first sale of our common stock pursuantto an effective registration statement; (iii) the date on which we have, during the previous three-year period, issued more than $1.0 billion in non-convertibledebt; or (iv) the date on which we are deemed a “large accelerated filer,” which means the market value of our common stock that is held by non-affiliatesexceeds $700.0 million as of the prior June 30.On December 22, 2017, the U.S. enacted tax reform legislation known as H.R. 1, commonly referred to as the “Tax Cuts and Jobs Act” (the “Act”),resulting in significant modifications to existing law. Due to the timing of the Act and the complexity involved in applying the provisions of the Act, theCompany made a reasonable estimate of the effects and recorded provisional amounts in the fourth quarter of 2017, which primarily included the impact ofthe remeasurement of the Company’s deferred tax balances to reflect the change in the corporate tax rate. As a result of the changes to tax laws and tax ratesunder the Act, the Company reduced its deferred tax asset as of December 31, 2017 by $0.6 million. All changes to the tax code that are effective as ofJanuary 1, 2018 have been applied by the Company in computing its income tax expense for the year ended December 31, 2018. Additional guidance issuedby the U.S. Treasury Department, the IRS and other standard-setting bodies may materially impact the provision for income taxes and effective tax rate in theperiod in which the guidance is issued.33IndexThe MergerOn July 26, 2018 (the “Closing Date”), International Money Express, Inc. (formerly FinTech Acquisition Corp. II) consummated the previouslyannounced Merger by and among FinTech, Merger Sub 1, a wholly-owned subsidiary of FinTech, Merger Sub 2, a wholly-owned subsidiary of FinTech,Intermex Holdings, and SPC Intermex. In connection with the closing of the Merger, FinTech changed its name to International Money Express, Inc.The Merger has been accounted for as a reverse recapitalization where FinTech was treated as the “acquired” company for financial reportingpurposes. This determination was primarily based on the facts that, following the Merger, the former stockholders of Intermex Holdings control the majorityof the voting rights in respect of the board of directors of the Company, Intermex Holdings’ comprising the ongoing operations of the Company and IntermexHoldings’ senior management comprising the senior management of the Company. Accordingly, the Merger is treated as the equivalent of Intermex Holdingsissuing stock for the net assets of FinTech, accompanied by a recapitalization. The net assets of FinTech are stated at historical cost, with no goodwill or otherintangible assets resulting from the Merger. The consolidated assets, liabilities and results of operations prior to the Closing Date of the Merger are those ofIntermex Holdings, and FinTech’s assets, liabilities and results of operations are consolidated with Intermex Holdings beginning on the Closing Date. Theshares and corresponding capital amounts included in common stock and additional paid-in capital, pre-merger, have been retroactively restated as sharesreflecting the exchange ratio in the Merger for all Successor periods. The historical financial information and operating results of FinTech prior to the Mergerhave not been separately presented in this Annual Report as they were not significant or meaningful.The Merger was approved by FinTech’s stockholders at the Special Meeting of FinTech Stockholders held on July 20, 2018. In connection with theclosing of the Merger, FinTech redeemed a total of 4.9 million shares of its common stock at a redemption price of $10.086957 per share, resulting in a totalpayment to redeemed stockholders of approximately $49.8 million. The aggregate consideration paid in the Merger consisted of approximately (i) $102.0million in cash and (ii) 17.2 million shares of FinTech common stock.After the completion of the transactions on the Closing Date, there were 36.2 million shares of International Money Express, Inc. outstandingcommon stock, warrants to purchase 9 million shares of common stock and 3.4 million shares reserved for issuance under the International Money Express,Inc. 2018 Equity Compensation Plan, of which stock options to purchase 2.8 million shares of common stock and restricted stock units in respect of 21.2thousand shares of common stock were granted to employees and independent directors of the Company in connection with the completion of thetransaction. As of the Closing Date, the former stockholders of Intermex owned approximately 48.3% and the former stockholders of FinTech ownedapproximately 51.7%, respectively, of the combined Company’s outstanding common stock.Stella Point AcquisitionOn February 1, 2016, Intermex’s direct wholly-owned subsidiary, Holdings, entered into an Agreement and Plan of Merger pursuant to whichInterwire LLC, an affiliate of Stella Point, acquired 100% of the outstanding capital stock of Intermex Holdings, the surviving corporation in a merger with asubsidiary of Interwire LLC that was formed for purposes of the transaction, which we refer to as the Stella Point acquisition. The Stella Point acquisition wasconsummated on February 1, 2017 for a cash purchase price of approximately $52.0 million, plus approximately $12.4 million of rollover equity from certainexisting management holders, the assumption of approximately $78.0 million of Holdings’ outstanding debt and an additional funding of $5.0 million ofHoldings’ debt. In connection with the Stella Point acquisition, certain members of our management contributed approximately $12.4 million of Holdingsshares held by them to Interwire LLC in exchange for equity interests in Interwire LLC. In connection with the Stella Point acquisition, we applied “push-down accounting” and the assets and liabilities were adjusted to fair value on the closing date of the transaction, February 1, 2017. As a result, our financialstatement presentations distinguish between a predecessor period (“Predecessor”), for periods prior to the closing of the Stella Point acquisition, and asuccessor period (“Successor”), for periods subsequent to the closing of such transaction. The Successor’s financial statements reflect a new basis ofaccounting that is based on the fair value of assets acquired and liabilities assumed as of the transaction date. The consolidated financial statements presentedherein are those of Successor from its inception on February 1, 2017 through December 31, 2018, and those of Predecessor for all periods prior to thetransaction date. The Successor period may not be comparable to the Predecessor periods.How We Assess the Performance of Our BusinessIn assessing the performance of our business, we consider a variety of performance and financial measures. The key indicators of the financialcondition and operating performance of our business are revenues, services charges from agents and banks, salaries and benefits and selling, general andadministrative expenses. To help us assess our performance with these key indicators, we use Adjusted EBITDA as a non-GAAP financial measure. Webelieve this non-GAAP measure provides useful information to investors and expanded insight to measure our revenue and cost performance as a supplementto our U.S. GAAP consolidated financial statements. See the “Adjusted EBITDA” sections below for reconciliations of Adjusted EBITDA to our net loss, theclosest GAAP measure.34IndexRevenuesTransaction volume is the primary generator of revenue in our business. Revenue on transactions is derived primarily from transaction fees paid bycustomers to transfer money. Revenues per transaction vary based upon send and receive locations and the amount sent. In certain transactions involvingdifferent send and receive currencies, we generate foreign exchange revenues based on the difference between the set exchange rate charged by us to thesender and the rate available to us in the wholesale foreign exchange market.Operating ExpensesService Charges from Agents and BanksService charges and fees primarily consist of agent commissions and bank fees. Service charges and fees vary based on agent commissionpercentages and the amount of fees charged by the banks. Agents earn a commission on each transaction they process of approximately 50% of thetransaction fee. Service charges and fees may increase if banks or payer organizations increase their fee structure. Service charges also vary based on themethod the customer selects to send the transfer and payer organization that facilitates the transaction.Salaries and BenefitsSalaries and benefits include cash and share-based compensation associated with our corporate employees and sales team as well as employees at ourcompany-operated stores. Corporate employees include management, customer service, compliance, information technology, finance and human resources.Our sales team, located throughout the United States, is focused on supporting and growing our agent network. Share-based compensation is not comparablebetween the Successor and Predecessor periods.Other Selling, General and AdministrativeGeneral and administrative expenses primarily consist of fixed overhead expenses associated with our operations, such as rent expense, insurance,professional services, management fees and other similar types of expenses. A portion of these expenses relate to our 32 company-operated stores; however,the majority relate to the overall business. General and administrative expenses were expected to increase when we became a publicly traded company.Selling expenses include expenses such as advertising and promotion, bad debt expense and expenses associated with increasing our network of agents.These expenses are expected to continue to increase in line with increases in revenues.Transaction CostsWe have incurred transaction costs associated with both the Stella Point acquisition and the Merger. These costs include all internal and externalcosts directly related to the transaction, consisting primarily of legal, consulting, accounting, advisory fees and certain incentive bonuses. Due to theirsignificance, they are presented separately in our consolidated financial statements.Depreciation and AmortizationDepreciation and amortization is not comparable between the Successor and Predecessor companies. Due to the application of “push-down”accounting with the Stella Point acquisition, the Successor company established a new basis for its tangible and intangible assets. Depreciation largelyconsists of depreciation of computer equipment and software that supports our technology platform. Amortization of intangible assets is primarily related toour agent relationships, trade name and developed technology.Non-Operating ExpensesInterest ExpenseInterest expense consists primarily of interest associated with our credit facilities, which consisted of a term loan and revolving credit facility thatwere both refinanced on August 23, 2017 and November 7, 2018, respectively. At December 31, 2018, the interest rates for the term loan and revolving creditfacility related to our current Credit Agreement were 7.34% and 7.01%, respectively. Interest on the term loan facility and revolving credit facility isdetermined by reference to either LIBOR or a “base rate”, in each case, plus an applicable margin of 4.50% per annum for LIBOR loans or 3.50% per annumfor base rate loans. The Company is also required to pay a fee on the unused portion of the revolving credit facility equal to 0.35% per annum.35 Successor Company Predecessor Company (in thousands) Year EndedDecember 31,2018 Period fromFebruary 1, 2017to December 31,2017 Period fromJanuary 1, 2017to January 31,2017 Year EndedDecember 31,2016 Revenues: Wire transfer and money order fees $232,380 $169,796 $11,877 $138,468 Foreign exchange 39,765 30,014 2,450 25,782 Other income 1,756 1,229 98 1,145 Total revenues 273,901 201,039 14,425 165,395 Operating expenses: Service charges from agents and banks 182,471 135,569 9,441 108,076 Salaries and benefits 32,926 23,417 4,530 18,518 Other selling, general and administrative expenses 19,442 14,894 1,062 12,346 Transaction costs 10,319 8,706 3,917 901 Depreciation and amortization 15,671 16,645 382 2,530 Total operating expenses 260,829 199,231 19,332 142,371 Operating income (loss) 13,072 1,808 (4,907) 23,024 Interest expense 18,448 11,448 614 9,540 (Loss) income before income taxes (5,376) (9,640) (5,521) 13,484 Income tax provision (benefit) 1,868 534 (2,203) 4,084 Net (loss) income $(7,244) $(10,174) $(3,318) $9,400 IndexIncome tax provision (benefit)Our income tax provision (benefit) includes the expected benefit of all deferred tax assets, including our net operating loss carryforwards. With fewexceptions, our net operating loss carryforwards will expire from 2029 through 2037. The Stella Point acquisition was considered a change of ownershipunder Section 382 of the Internal Revenue Code. After the change of ownership, utilization of our net operating loss carryforwards are subject to annuallimitations; however, our current assessment is that no valuation allowance is required for any of our deferred tax assets. Our tax provision (benefit) has beenimpacted by non-deductible expenses, including shared-based compensation and transaction costs. The Act, enacted in December 2017, reduced our federalcorporate tax rate from 34% to 21% beginning in 2018.Net (Loss) IncomeNet (loss) income is determined by subtracting operating and non-operating expenses from revenues.SegmentsOur business is organized around one reportable segment that provides money transmittal services primarily between the USA and Latin America.This is based on the objectives of the business and how our chief operating decision maker, the CEO and President, monitors operating performance andallocates resources.Results of OperationsFor the purposes hereof, the term “Successor Company” refers to the Company after the Merger and the term “Predecessor Company” refers toIntermex Holdings prior to the Merger. The following table summarizes key components of our results of operations for the periods indicated:36 Successor Company Predecessor Company ($ in thousands) Year EndedDecember 31,2018 %ofRevenues Period fromFebruary 1, 2017to December 31,2017 %ofRevenues Period fromJanuary 1, 2017to January 31,2017 %ofRevenues Revenues: Wire transfer andmoney order fees $232,380 85% $169,796 84% $11,877 82%Foreign exchange 39,765 14% 30,014 15% 2,450 17%Other income 1,756 1% 1,229 1% 98 1%Total revenues $273,901 100% $201,039 100% $14,425 100%IndexYear Ended December 31, 2018 Compared to Successor Period Ended December 31, 2017 (“2017 Successor Period”) and Predecessor Period fromJanuary 1, 2017 to January 31, 2017 (“2017 Predecessor Period”) defined as “2017 Combined Period”RevenuesRevenues for the above periods are presented below:Wire transfer and money order fees of $232.4 million for the year ended December 31, 2018 increased by $50.7 million from $181.7 million for the 2017Combined Period, including $169.8 million from the 2017 Successor Period and $11.9 million from the 2017 Predecessor Period. This increase of 28% wasprimarily due to a 27% increase in transaction volume achieved in the year ended December 31, 2018, largely due to the continued growth in our agentnetwork, which has grown by 21% from December 2017 to December 2018.Revenues from foreign exchange of $39.8 million for the year ended December 31, 2018 increased by $7.3 million from $32.5 million for the 2017Combined Period, including $30.0 million from the 2017 Successor Period and $2.5 million from the 2017 Predecessor Period. This increase of 22% wasprimarily due to higher transaction volume achieved by growth in our agent network.Operating ExpensesOperating expenses for the above periods are presented below: Successor Company Predecessor Company ($ in thousands) Year EndedDecember 31,2018 %ofRevenues Period fromFebruary 1, 2017to December 31,2017 %ofRevenues Period fromJanuary 1, 2017to January 31,2017 %ofRevenues Operating expenses: Service charges fromagents and banks $182,471 67% $135,569 67% $9,441 65%Salaries and benefits 32,926 12% 23,417 12% 4,530 31%Other selling, generaland administrativeexpenses 19,442 7% 14,894 7% 1,062 7%Transaction costs 10,319 4% 8,706 4% 3,917 27%Depreciation andamortization 15,671 6% 16,645 8% 382 3%Total operatingexpenses $260,829 96% $199,231 98% $19,332 133%Service charges from agents and banks—Service charges from agents and banks were $182.5 million or 67% of revenues for the year ended December31, 2018 compared to $145.0 million, or 67% of revenues for the 2017 Combined Period, which included $135.6 million in the 2017 Successor Period and$9.4 million in the 2017 Predecessor Period, an increase of 26% from the 2017 Combined Period. The increase of $37.5 million was due to a 27% increase intransaction volume compared to the 2017 Combined Period, largely due to the continued growth in our agent network, which has grown by 21% fromDecember 2017 to December 2018.Salaries and benefits—Salaries and benefits were $32.9 million for the year ended December 31, 2018, an increase of $5.0 million from $27.9 million forthe 2017 Combined Period, which included $23.4 million for the 2017 Successor Period and $4.5 million for the 2017 Predecessor Period. The increase of$5.0 million primarily related to share-based compensation due to the accelerated vesting of incentive units and the vesting of new options and restrictedstock units that were granted in 2018 all in connection with the Merger. higher commissions and bonuses were due to our favorable operating results, as wellas higher salaries and benefits largely in management and compliance areas associated with our transition to a publicly-traded company.37IndexOther selling, general and administrative expenses—Other selling, general and administrative expenses of $19.4 million for the year ended December31, 2018 increased by $3.4 million from $16.0 million for the 2017 Combined Period, which included $14.9 million for the 2017 Successor Period and $1.1million for the 2017 Predecessor Period. The increase of $3.4 million was primarily due to an increase in professional fees of $2.0 million, which included$0.6 million associated with registration of common stock underlying outstanding warrants, $0.2 million in legal fees and settlement expense associated witha Telephone Consumer Protection Act (“TCPA”) lawsuit and additional expenses to support our transition to a publicly-traded company. The remainingincrease of $1.2 million largely related to our growing agent network, with increases in computer network maintenance costs, data communications expensesand related expenses.Transaction costs—Transaction costs of $10.3 million for the year ended December 31, 2018 decreased by $2.3 million from $12.6 million for the 2017Combined Period, which included $8.7 million for the 2017 Successor Period and $3.9 million for the 2017 Predecessor Period. Transaction costs for the yearended December 31, 2018 include costs related to the Merger, consisting primarily of employee incentive bonuses, termination of management feeagreement, change in control fee to our lender and legal and other professional fees, while costs for the 2017 Combined Period related to the Stella Pointacquisition consisting primarily of employee incentive bonuses and legal and other professional fees.Depreciation and amortization—Depreciation and amortization of $15.7 million for the year ended December 31, 2018 decreased by $1.3 million from$17.0 million for the 2017 Combined Period, which includes $16.6 million for the 2017 Successor Period and $0.4 million for the 2017 Predecessor Period, adecrease of 8% from the 2017 Combined Period. Depreciation and amortization for the year ended December 31, 2018 includes accelerated amortization of$12.5 million related to agent relationships, trade name and developed technology, compared to $14.6 million in the 2017 Successor Period, a decrease of$2.1 million year over year. This decrease is offset by an increase in depreciation expense of $0.9 million related to capital expenditures placed into serviceduring the year ended December 31, 2018. Depreciation and amortization expense is not fully comparable between the Successor and Predecessor periodsdue to the new basis established for the assets and liabilities of the Successor Company as of February 1, 2017.Non-Operating ExpensesInterest expense—Interest expense was $18.4 million for the year ended December 31, 2018, an increase of $6.4 million or 53% from $12.0 million forthe 2017 Combined Period, which includes $11.4 million for the 2017 Successor Period and $0.6 million for the 2017 Predecessor Period. This increase wasprimarily due to the prepayment penalty and write-off of unamortized debt origination costs related to the November 2018 refinancing of our senior securedcredit facility, which were recorded within interest expense.Income tax provision (benefit)—Income tax provision was $1.9 million for the year ended December 31, 2018, a change of $3.6 million from income taxbenefit of $1.7 million for the 2017 Combined Period, which includes income tax expense of $0.5 million for the 2017 Successor Period and income taxbenefit of $2.2 million for the 2017 Predecessor Period. The provision in the year ended December 31, 2018 is primarily associated with non-deductibleexpenses such as transaction costs and share-based compensation expense.Net (Loss) IncomeWe had a net loss of $7.2 million for the year ended December 31, 2018, compared to a net loss of $13.5 million for the 2017 Combined Period, whichincludes $10.2 million from the 2017 Successor Period and $3.3 million from the 2017 Predecessor Period. The decrease in net loss is primarily due to thesame factors discussed above.Adjusted EBITDAAdjusted EBITDA is defined as net (loss) income before depreciation and amortization, interest expense, income taxes, and also adjusted to add backcertain charges and expenses, such as transaction costs and non-cash compensation costs, as these charges and expenses are not considered a part of our corebusiness operations and are not an indicator of ongoing, future company performance.Adjusted EBITDA is one of the primary metrics used by management to evaluate the financial performance of our business. We present AdjustedEBITDA because we believe it is frequently used by analysts, investors and other interested parties to evaluate companies in our industry. Further, we believeit is helpful in highlighting trends in our operating results, because it excludes, among other things, certain results of decisions that are outside the control ofmanagement, while other measures can differ significantly depending on long-term strategic decisions regarding capital structure, the jurisdictions in whichwe operate and capital investments.Adjusted EBITDA is a non-GAAP financial measure and should not be considered as an alternative to operating income or net income as a measure ofoperating performance or cash flows or as a measure of liquidity. Non-GAAP financial measures are not necessarily calculated the same way by differentcompanies and should not be considered a substitute for or superior to U.S. GAAP. Some of these limitations include the following:38Index ·Adjusted EBITDA does not reflect the significant interest expense, or the amounts necessary to service interest or principal payments on ourCredit Agreement;·Adjusted EBITDA does not reflect income tax provision (benefit), and because the payment of taxes is part of our operations, tax provision is anecessary 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 willoften 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 acomparative measure.We compensate for these limitations by relying primarily on our GAAP results and using Adjusted EBITDA only as supplemental information.Adjusted EBITDA for the year ended December 31, 2018 was $47.1 million, representing an increase of $13.7 million, or 41%, from $33.4 million in the2017 Combined Period, consisting of $31.1 million in the 2017 Successor Period and $2.3 million in the 2017 Predecessor Period. The increase in AdjustedEBITDA was primarily due to the increase in revenues of $58.4 million, less the increase in service charges from agents and banks of $37.5 million as well asincreases in other operating expenses to support the growth in our business.The following table presents the reconciliation of Adjusted EBITDA to net (loss) income, the Company’s closest GAAP measure: Successor Company PredecessorCompany (in thousands) Year EndedDecember 31,2018 Period fromFebruary 1, 2017to December 31,2017 Period fromJanuary 1, 2017to January 31,2017 Net (loss) income $(7,244) $(10,174) $(3,318) Adjusted for: Interest expense 18,448 11,448 614 Income tax provision (benefit) 1,868 534 (2,203)Depreciation and amortization 15,671 16,645 382 EBITDA 28,743 18,453 (4,525)Transaction costs (a) 10,319 8,706 3,917 Incentive units plan (b) 4,735 1,846 - Change in control adjustment for stock options (c) - - 2,813 Share-based compensation, 2018 plan (d) 1,091 - - Registration costs (e) 615 - - Transition expenses (f) 348 - - Management fee (g) 585 715 - TCPA Settlement (h) 192 - - Other empoyee severance (i) 106 - - One-time adjustment - bank fees (j) - 642 - One-time incentive bonuses (k) - 514 - Other charges and expenses (l) 410 196 104 Adjusted EBITDA $47,144 $31,072 $2,309 39Index(a)Represents direct costs related to the Merger and Stella Point acquisition, which are expensed as incurred and included as “transaction costs” in ourconsolidated statements of operations and comprehensive (loss) income. The year ended December 31, 2018 includes $10.3 million related to theMerger. Costs related to the Stella Point acquisition amount to $8.7 million for the 2017 Successor Period and $3.9 million for the 2017 PredecessorPeriod. These costs consist primarily of legal, consulting, accounting, advisory fees and certain incentive bonuses directly related to the abovetransactions.(b)In connection with the Stella Point acquisition, Class B, C and D incentive units were granted to our employees by Interwire LLC. The Successor Periodsincluded expense regarding these incentive units, which became fully vested and were paid out upon the Closing Date of the Merger. As a result,employees no longer hold profits interests following the Merger.(c)Represents $2.8 million related to stock options issued by the Predecessor company, which vested upon the Stella Point acquisition.(d)Stock options and restricted stock were granted to employees and independent directors of the Company in connection with the completion of theMerger. The Company recorded $1.1 million of expense related to share-based compensation during the year ended December 31, 2018.(e)The Company incurred $0.6 million of expenses during the year ended December 31, 2018 for professional fees in connection with the registration ofcommon stock underlying outstanding warrants.(f)Represents recruiting fees and severance costs related to managerial changes in connection with becoming a publicly-traded company.(g)Represents payments under our management agreement with Stella Point pursuant to which we paid a quarterly fee for certain advisory and consultingservices. In connection with the Merger, this agreement was terminated.(h)Represents payments for the settlement of a lawsuit related to the TCPA, which includes a $0.1 million settlement payment and $0.1 million in relatedlegal expenses.(i)Represents $0.1 million of severance costs related to departmental changes.(j)We incurred a one-time expense in the 2017 Successor period to true-up the accrual for bank service charges. The amount of $0.6 million relates to prioryear bank service changes, which were not considered material to any individual year.(k)Represents one-time cash bonuses paid to certain members of management in 2017 to recognize higher performance.(l)Includes loss on disposal of fixed assets, foreign currency (gains) losses and legal expenses considered to be non-recurring. The year ended December 31,2018 also includes a one-time adjustment related to the Company’s loyalty programs of $0.2 million, while the 2017 Predecessor Period also includesamortization of restricted stock awards.Successor Period Ended December 31, 2017 (“2017 Successor Period”) and Predecessor Period from January 1, 2017 to January 31, 2017 (“2017Predecessor Period”) defined as “2017 Combined Period”, Compared to Predecessor Year Ended December 31, 2016RevenuesRevenues for the above periods are presented below: SuccessorCompany Predecessor Company ($ in thousands)Period fromFebruary 1, 2017to December 31,2017 %ofRevenues Period fromJanuary 1, 2017to January 31,2017 %ofRevenues Year EndedDecember 31,2016 %ofRevenues Revenues: Wire transfer and money order fees $169,796 84% $11,877 82% $138,468 84%Foreign exchange 30,014 15% 2,450 17% 25,782 15%Other income 1,229 1% 98 1% 1,145 1%Total revenues $201,039 100% $14,425 100% $165,395 100%Wire transfer and money order fees of $181.7 million for the 2017 Combined Period, including $169.8 million from the 2017 Successor Period and $11.9million from the 2017 Predecessor Period, increased by $43.2 million from the Predecessor year ended December 31, 2016. This increase of 31% wasprimarily due to a 29% increase in transaction volume achieved in the 2017 Combined Period, largely due to the continued growth in our agent network.Revenues from foreign exchange of $32.5 million for the 2017 Combined Period, including $30.0 million from the 2017 Successor Period and $2.5million from the 2017 Predecessor Period, increased by $6.7 million or 26%, from $25.8 million for the Predecessor year ended December 31, 2016, primarilydue to higher transaction volume achieved by growth in our agent network. This increase was partially offset by reduced foreign exchange income pertransaction compared to the Predecessor year ended December 31, 2016.40IndexOperating ExpensesOperating expenses for the above periods are presented below: SuccessorCompany Predecessor Company ($ in thousands) Period fromFebruary 1, 2017to December 31,2017 %ofRevenues Period fromJanuary 1, 2017to January 31,2017 %ofRevenues Year EndedDecember 31,2016 %ofRevenues Operating expenses: Service charges from agents and banks $135,569 67% $9,441 65% $108,076 64%Salaries and benefits 23,417 12% 4,530 31% 18,518 11%Other selling, general andadministrative expenses 14,894 7% 1,062 7% 12,346 8%Transaction costs 8,706 4% 3,917 27% 901 1%Depreciation and amortization 16,645 8% 382 3% 2,530 2%Total operating expenses $199,231 98% $19,332 133% $142,371 86%Service charges from agents and banks—Service charges from agents and banks were $145.0 million, or 67% of revenues for the 2017 Combined Period,consisting of $135.6 million in the 2017 Successor Period and $9.4 million in the 2017 Predecessor Period, compared to $108.0 million, or 64% of revenuesin the Predecessor year ended December 31, 2016. The increase of $37.0 million from the Predecessor year ended December 31, 2016 to the 2017 CombinedPeriod was mainly due to the increase in transaction volume of 29%, an increase in commissions paid to our sending agents and an increase in bank servicecharges due to higher principal sent amounts.Salaries and benefits—Salaries and benefits were $27.9 million for the 2017 Combined Period, including $23.4 million for the 2017 Successor Periodand $4.5 million for the 2017 Predecessor Period, an increase of $9.4 million from $18.5 million for the Predecessor year ended December 31, 2016. Salariesand benefits increased $1.8 million in the Successor period due to incentive units granted by Interwire LLC to employees of the Company Additionally, the2017 Predecessor Period included $2.9 million of expense related to the accelerated vesting of all stock options and restricted stock grants in connectionwith the Stella Point acquisition.The remaining increase in salaries and benefits from the Predecessor year ended December 31, 2016 to the 2017 Combined Period related to enhancingour technical support and sales teams, which has grown to support the growing agent network. In addition, our sales department commissions increased forthe 2017 Combined Period in comparison to the Predecessor year ended December 31, 2016.Other selling, general and administrative expenses—Other selling, general and administrative expenses of $16.0 million for the 2017 Combined Period,including $14.9 million for the 2017 Successor Period and $1.1 million for the 2017 Predecessor Period, increased by $3.7 million from $12.3 million in thePredecessor year ended December 31, 2016. The increase resulted from higher selling-related costs from advertising and promotion, bad debt expense, andexpenses associated with the growing sales team. Advertising in the 2017 Combined Period included the rollout of our online platform. Additionally, the2017 Successor Period included a $0.7 million related-party management fee that was not included in the Predecessor Periods.Transaction costs—Transaction costs of $12.6 million for the 2017 Combined Period, including $8.7 million for the 2017 Successor Period and $3.9million for the 2017 Predecessor Period, increased by $11.7 million from $0.9 million in the Predecessor year ended December 31, 2016. Transaction costs inthe 2017 Successor Period included $6.2 million of costs related to the Stella Point acquisition as well as $2.5 million of costs related to the Merger.Transaction costs in the Predecessor Periods were associated with the Stella Point acquisition. These costs included legal, consulting, accounting, advisoryfees, and certain incentive bonuses directly related to the Stella Point acquisition.Depreciation and amortization—Depreciation and amortization for the 2017 Successor Period included accelerated amortization of $14.5 millionrelated to the trade name, developed technology and agent relationships. Depreciation and amortization expense is not comparable between the Successorand Predecessor periods due to the new basis established for the assets and liabilities of the Successor Company as of February 1, 2017.41IndexNon-Operating ExpensesInterest expense—Interest expense was $12.0 million for the 2017 Combined Period, including $11.4 million for the 2017 Successor Period and $0.6million for the 2017 Predecessor Period, an increase of $2.5 million or 26%, from $9.5 million for the Predecessor year ended December 31, 2016. Thisincrease was primarily due to the increase in the principal balance of the senior secured credit facility outstanding in the 2017 Combined Period.Income tax provision (benefit)—Income tax benefit was $1.7 million for the 2017 Combined Period, including income tax expense of $0.5 million forthe 2017 Successor Period and income tax benefit of $2.2 million for the 2017 Predecessor Period, a change of $5.8 million, from income tax expense of $4.1million for the Predecessor year ended December 31, 2016. The benefit in the 2017 Combined Period included an unfavorable impact of $3.7 millionassociated with non-deductible expenses such as transaction costs and share-based compensation expense.Net (Loss) IncomeWe had a net loss of $13.5 million for the 2017 Combined Period, including $10.2 million for the 2017 Successor Period and $3.3 million for the 2017Predecessor Period, compared to net income of $9.4 million for the Predecessor year ended December 31, 2016, primarily due to the same factors discussedabove.Adjusted EBITDAAdjusted EBITDA for the 2017 Combined Period was $33.4 million, consisting of $31.1 million in the 2017 Successor Period and $2.3 million in the2017 Predecessor Period, representing an increase of $6.3 million or 23%, from $27.1 million for the Predecessor year ended December 31, 2016. The increasein Adjusted EBITDA was primarily due to the increase in revenues of $50.0 million, less the increase in service charges from agents and banks of $37.0million as well as increases in other operating expenses to support the growth in our business.The following table presents the reconciliation of Adjusted EBITDA to net (loss) income, the Company’s closest GAAP measure: SuccessorCompany Predecessor Company (in thousands) Period fromFebruary 1, 2017to December 31,2017 Period fromJanuary 1, 2017to January 31,2017 Year EndedDecember 31,2016 Net (loss) income $(10,174) $(3,318) $9,400 Adjusted for: Interest expense 11,448 614 9,540 Income tax provision (benefit) 534 (2,203) 4,084 Depreciation and amortization 16,645 382 2,530 EBITDA 18,453 (4,525) 25,554 Transaction costs (a) 8,706 3,917 901 Incentive units plan (b) 1,846 - - Change in control adjustment for stock options (c) - 2,813 - Management fee (d) 715 - - One-time adjustment - bank fees (e) 642 - - One-time incentive bonuses (f) 514 - - Other charges and expenses (g) 196 104 646 Adjusted EBITDA $31,072 $2,309 $27,101 (a)Represents direct costs related to the Stella Point acquisition and the Merger, which are expensed as incurred and included as “transaction costs” inour consolidated statements of operations and comprehensive (loss) income. Costs related to the Stella Point acquisition amounted to $6.2 millionfor the 2017 Successor period, $3.9 million for the 2017 Successor Period and $0.9 million for the Predecessor year ended December 31, 2016. The2017 Successor period also includes $2.5 million related to the Merger. These costs consist primarily of legal, consulting, accounting, advisory feesand certain incentive bonuses directly related to the above transactions.42Index(b)In connection with the Stella Point acquisition, Class B, C and D incentive units were granted to our employees by Interwire LLC. The 2017Successor Period included $1.8 million of expense regarding Class B incentive units.(c)Represents $2.8 million related to stock options issued by the Predecessor Company, which vested upon the Stella Point acquisition.(d)Represents payments under our management agreement with Stella Point pursuant to which we paid a monthly fee for certain advisory andconsulting services. In connection with the Merger, this agreement was terminated.(e)We incurred a one-time expense in the 2017 Successor period to true-up the accrual for bank service charges. The amount of $0.6 million relates toprior year bank changes, which were not considered material to any individual year.(f)Represents one-time cash bonuses paid to certain members of management in 2017 to recognize higher performance.(g)Includes loss on disposal of fixed assets, foreign currency (gains) losses and legal expenses considered to be non-recurring. Also, it includesamortization of restricted stock awards in the Predecessor periods.Liquidity and Capital ResourcesLiquidity describes the ability of a company to generate sufficient cash flows to meet the cash requirements of its business operations, includingworking capital needs, debt service, acquisitions, contractual obligations and other commitments. We consider liquidity in terms of cash flows fromoperations and their sufficiency to fund our operating and investing activities. To meet our payment service obligations at all times we must have sufficienthighly liquid assets and be able to move funds on a timely basis.Our principal sources of liquidity are our cash generated by operating activities and supplemented with borrowings under our revolving creditfacility. Our primary cash needs are for day to day operations, to pay interest and principal on our indebtedness, to fund working capital requirements and tomake capital expenditures.We expect to continue to finance our liquidity requirements through internally generated funds and supplemented with borrowings under ourrevolving credit facility. We believe that our projected cash flows generated from operations, together with borrowings under our revolving credit facility aresufficient to fund our principal debt payments, interest expense, our working capital needs and our expected capital expenditures for the next twelve months.On August 23, 2017, we refinanced our then-existing credit facility with a new senior secured credit facility (“Senior Secured Credit Facility”),which consisted of (i) a five-year $20 million senior secured revolving credit facility (“Revolving Facility”), scheduled to mature on August 23, 2022 and (ii)a five-year $97 million senior secured term loan facility (“Term Loan”), scheduled to mature on August 23, 2022. Interest on the Term Loan and RevolvingFacility was determined by reference to either LIBOR or a “base rate”, in each case plus an applicable margin of 9% per annum for LIBOR loans or 8% perannum for base rate loans.On December 19, 2017, the Senior Secured Credit Facility was amended to allow for the Merger, as the facility contained a restrictive covenantrelated to the change of control of the Company. We were required to pay $1.5 million in fees to our lenders, which was contingent on the closing of theMerger. This expense is included in transaction costs in the consolidated statements of operations and comprehensive (loss) income for year ended December31, 2018 and was paid from the Merger proceeds on the Closing Date.On November 7, 2018 and further amended on December 7, 2018, the Company entered into a new financing agreement (the “Credit Agreement”)with, among others, certain of its domestic subsidiaries as borrowers, certain other domestic subsidiaries and a group of banking institutions. The CreditAgreement provides for a $35.0 million revolving credit facility, a $90.0 million term loan facility and up to a $30.0 million incremental facility. The CreditAgreement also provides for the issuance of letters of credit, which would reduce availability under the revolving credit facility. The proceeds of the loanswere used to repay existing indebtedness under the Senior Secured Credit Facility, for working capital purposes and to pay fees and expenses in connectionwith the transaction. The maturity date of the Credit Agreement is November 7, 2023. Upon execution of the Credit Agreement, the Company incurred aprepayment penalty of approximately $1.8 million under the Senior Secured Credit Facility, which was recognized as interest expense in the fourth quarter of2018 in the consolidated statements of operations and comprehensive (loss) income. In addition, in connection with the refinancing the Company wrote offapproximately $3.5 million of debt origination costs related to the Senior Secured Credit Facility as interest expense during the fourth quarter of 2018.Interest on the term loan facility and revolving credit facility for the Credit Agreement is determined by reference to either LIBOR or a “base rate”, ineach case plus an applicable margin of 4.50% per annum for LIBOR loans or 3.50% per annum for base rate loans. The Company is also required to pay a feeon the unused portion of the revolving credit facility equal to 0.35% per annum.The principal amount of the term loan facility for the Credit Agreement must be repaid in consecutive quarterly installments of 5% in year 1, 7.5% inyears 2 and 3, 10% in years 4 and 5, in each case on the last day of each quarter, commencing in March 2019 with a final payment at maturity. The loansunder the Credit Agreement may be prepaid at any time without payment or penalty.43IndexThe Credit Agreement contains covenants that limit the Company’s and its subsidiaries’ ability to, among other things, grant liens, incur additionalindebtedness, make acquisitions or investments, dispose of certain assets, make dividends and distributions, change the nature of their businesses, enter intocertain transactions with affiliates or amend the terms of material indebtedness. The Credit Agreement allows for redemptions or acquisitions of theCompany’s equity interests subject to certain dollar limitations. The Credit Agreement also contains financial covenants which require the Company to maintain a quarterly minimum fixed charge coverage ratioof 1.25:1.00 and a quarterly maximum consolidated leverage ratio of 3.25:1.00.As of December 31, 2018 and 2017, we were in compliance with the covenants of the Credit Agreement and the Senior Secured Credit Facility,respectively.As of December 31, 2018, we had total indebtedness of $120.0 million, including $90.0 million of borrowings under the term loan facility and $30.0million in borrowings under the revolving facility and excluding debt origination costs of $3.3 million. There were $35.0 million of additional borrowingsavailable under these facilities as of December 31, 2018.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—We have a substantialamount of indebtedness, which may limit our operating flexibility and could adversely affect our business, financial condition and results of operations.”Cash FlowsThe following table summarizes the changes to our cash flows for the periods presented: Successor Company Predecessor Company (in thousands) Year EndedDecember 31,2018 Period fromFebruary 1, 2017to December 31,2017 Period fromJanuary 1, 2017to January 31,2017 Year EndedDecember 31,2016 Statement of Cash Flows Data: Net cash provided by operating activities $19,838 $7,417 $8,652 $22,396 Net cash used in investing activities (5,451) (5,275) (249) (3,012)Net cash (used in) provided by financing activities (1,113) 12,927 (2,000) (558)Effect of exchange rate changes on cash (40) 98 (16) (150)Net increase in cash and restricted cash 13,234 15,167 6,387 18,676 Cash and restricted cash, beginning of the period 59,795 44,628 38,241 19,565 Cash and restricted cash, end of the period $73,029 $59,795 $44,628 $38,241 Operating ActivitiesNet cash provided by operating activities was $19.8 million for the year ended December 31, 2018, an increase of $3.7 million from $16.1 millionfor the 2017 Combined Period, which includes $7.4 million for the 2017 Successor Period and $8.7 million for the 2017 Predecessor Period. The increase of$3.7 million in 2018 was impacted by non-recurring costs related to the Stella Point acquisition, which were paid during the 2017 Successor Period. Themajority of the transaction costs associated with the Merger were paid at the Closing Date from the cash available in the FinTech trust, and therefore did notimpact the operating cash flows for the year ended December 31, 2018. Additionally, operating cash flows for the year ended December 31, 2018 werepositively impacted by growth of the business.Net cash provided by operating activities was $16.1 million for the 2017 Combined Period, including $7.4 million for the 2017 Successor Periodand $8.7 million for the 2017 Predecessor Period, a decrease of $6.3 million from $22.4 million for the Predecessor year ended December 31, 2016. Thedecrease in net cash provided by operating activities was impacted by costs related to the Stella Point acquisition, which were paid during the 2017Successor Period. Additionally, cash flows in the 2017 Combined Period were negatively impacted by the timing of additional working capital needs in the2017 Combined Period due to the increase in operating expenses in support of increased revenues.Investing ActivitiesNet cash used in investing activities remained unchanged at $5.5 million for both the year ended December 31, 2018 and the 2017 CombinedPeriod, which consisted of $5.3 million for the 2017 Successor Period and $0.2 million for the Predecessor Period. The increase on property and equipmentinvestments during the year ended December 31, 2018 was largely as a result of the continued expansion of our agent network, which was offset primarily by$0.9 million of net cash that was used as part of the funding for the Stella Point acquisition in the 2017 Successor Period that did not reoccur in 2018.44IndexNet cash used in investing activities increased to $5.5 million for the 2017 Combined Period, consisting of $5.3 million for the 2017 SuccessorPeriod and $0.2 million for the Predecessor Period, as compared to $3.0 million for the Predecessor year ended December 31, 2016. This increase wasprimarily due to higher expenditures on property and equipment during the 2017 Successor Period compared to the Predecessor year ended December 31,2016 largely as a result of expanding our agent network.Financing ActivitiesNet cash used in financing activities was $1.1 million for the year ended December 31, 2018. The year ended December 31, 2018 included theproceeds and payments related to the Merger, the repayment of the term loan of $95.8 million, borrowings of $90.0 million as part of the refinancing of ourSenior Secured Credit Facility in November 2018 (refer to the “Liquidity and Capital Resources” section of this MD&A), $10.0 million of net borrowingsunder the revolving facility, $1.8 million of a prepayment penalty and the payment of $3.5 million in debt origination costs.Net cash provided by financing activities was $10.9 million for the 2017 Combined Period, including cash provided of $12.9 million for the 2017Successor Period and cash used of $2.0 million for the Predecessor Period. The 2017 Combined Period included an additional $35.8 million in borrowings,net of dividend distributions of $20.2 million and payment of $4.7 million in debt origination costs. The additional borrowings were primarily due to thenew Senior Secured Credit Facility entered into in August 2017.Net cash used in financing activities was $0.6 million in the Predecessor year ended December 31, 2016. This included $34.0 million used topurchase common stock, $1.3 million of dividend distributions and payment of $2.3 million of debt origination costs, net of an increase in borrowings of$37.0 million.Contractual ObligationsThe following table includes aggregated information about contractual obligations that affect our liquidity and capital needs. At December 31,2018, our contractual obligations over the next several periods were as follows:(in thousands) Total Less than1 year 1 to 3 years 3 to 5 years More than 5years Debt, principal payments $120,000 $4,500 $13,500 $102,000 $- Interest payments 36,076 9,088 14,939 12,049 - Non-cancelable operating leases 6,662 1,425 2,175 1,624 1,438 Total $162,738 $15,013 $30,614 $115,673 $1,438 Our consolidated balance sheet reflects $117.3 million of debt as of December 31, 2018, as the principal payment obligations of $120.0 million aregross of unamortized debt origination costs. The above table reflects the principal and interest of the revolver and term loan under the Credit Agreement thatwill be paid through the maturity of the debt using the rates in effect on December 31, 2018 and assuming no voluntary prepayments of principal.Non-cancelable operating leases include various office leases, including our office headquarters.Off-Balance Sheet ArrangementsWe are not a party to any off-balance sheet arrangements, including guarantee contracts, retained or contingent interests, certain derivativeinstruments and variable interest entities that either have, or are reasonably likely to have, a current or future material effect on our consolidated financialstatements.Critical Accounting Policies and EstimatesThe preparation of financial statements in accordance with accounting principles generally accepted in the United States requires management tomake estimates and assumptions about future events that affect amounts reported in our consolidated financial statements and related notes, as well as therelated disclosure of contingent assets and liabilities at the date of the financial statements. Management evaluates its accounting policies, estimates andjudgments on an on-going basis. Management bases its estimates and judgments on historical experience and various other factors that are believed to bereasonable under the circumstances. Actual results may differ from these estimates under different assumptions and conditions. Our significant accountingpolicies are discussed in Part II, Item 8, Financial Statements and Supplementary Data, Note 2, "Summary of Significant Accounting Policies."45IndexCritical accounting policies are those policies that management believes are very important to the portrayal of our financial position and results ofoperations, and that require management to make estimates that are difficult, subjective or otherwise complex. Based on these criteria, management hasidentified the following critical accounting policies:Revenue RecognitionRevenues for wire transfer and money order fees are recognized at the time the transaction is processed. These fees are recognized on a gross basisequal to the full amount of the fee charged to the customer as the Company is the primary obligor and has latitude in establishing price. Foreign exchangerevenue, which represents the difference between the exchange rate set by the Company and the rate realized, is recognized upon the disbursement of U.S.dollars to the foreign bank. Other income primarily represents revenues for technology services provided to the independent network of agents who utilizethe Company’s technology in processing transactions. Revenues for these transactions are recorded when persuasive evidence of an arrangement exists,delivery has occurred, or services have been rendered and collection is reasonably assured.Accounts Receivable and Allowance for Doubtful AccountsAccounts receivable are recorded upon initiation of the wire transfer and are typically due to us within five days. We maintain an allowance fordoubtful accounts for estimated losses resulting primarily from the inability of our sending agents to make required payments. When preparing theseestimates, we consider a number of factors, including the aging of a sending agent’s account, creditworthiness of specific sending agents, historical trends andother information. We review our allowance for doubtful accounts policy periodically, reflecting current risks and changes in industry conditions and, whennecessary, will increase our allowance for doubtful accounts and recognize a provision for bad debt expense, included in other selling, general andadministrative expenses in the consolidated statements of operations and comprehensive (loss) income.Goodwill and Intangible AssetsGoodwill and intangible assets result primarily from business combination acquisitions, including the Stella Point acquisition. Intangible assetsinclude agent relationships, trade name, developed technology and other intangibles, all with finite lives. Upon the acquisition, the purchase price is firstallocated to identifiable assets and liabilities, including the trade name and other intangibles, with any remaining purchase price recorded as goodwill.Goodwill is not amortized. Rather, impairment tests are conducted on an annual basis, at the beginning of the fourth quarter, or more frequently ifindicators of impairment are present. A qualitative assessment of goodwill was performed in the fourth quarter of 2018. A qualitative assessment includesconsideration of the economic, industry and market conditions in addition to our overall financial performance and the performance of these assets. Based onthe results of our assessment, no indicators of impairment were noted. Accordingly, no further impairment testing was completed, and no impairment chargesrelated to goodwill were recognized during the year ended December 31, 2018.Our agent relationships, trade name and developed technology are currently amortized utilizing an accelerated method over their estimated usefullives. Other intangible assets are amortized straight-line over a useful life of 10 years. We review for impairment indicators of finite-lived intangibles andother long-lived assets whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. There were noimpairment indicators noted for long-lived assets, including amortizable intangible assets for the year ended December 31, 2018.Income TaxesWe account for income taxes in accordance with U.S. generally accepted accounting principles which require, among other things, recognition offuture tax benefits measured at enacted tax rates attributable to deductible temporary differences between financial statement and income tax bases of assetsand liabilities and to tax net operating loss carryforwards to the extent that realization of said benefits is more likely than not.We account for tax contingencies by assessing all material positions, including all significant uncertain positions, for all tax years that are open toassessment or challenge under tax statutes. Those positions that have only timing consequences are separately analyzed based on the recognition andmeasurement model provided in the tax guidance.As required by the uncertain tax position guidance, we recognize the financial statement benefit of a position only after determining that therelevant tax authority would more likely than not sustain the positions following an audit. For tax positions meeting the more likely-than-not threshold, theamount recognized in the financial statements is the largest benefit that has a greater than 50 percent likelihood of being realized upon ultimate settlementwith the relevant tax authority. We are subject to income taxes in the U.S. federal jurisdiction and various state jurisdictions. Tax regulations within eachjurisdiction are subject to the interpretation of the related tax laws and regulations and require significant judgment to apply. With few exceptions, we are nolonger subject to U.S. federal or state and local income tax examinations by tax authorities for the years before 2014. We apply the uncertain tax positionguidance to all tax positions for which the statute of limitations remains open. Our policy is to classify interest accrued as interest expense and penalties asoperating expenses.46IndexOur foreign subsidiaries are subject to taxes by local tax authorities.Recent Accounting PronouncementsRefer to Part II, Item 8, Financial Statements and Supplementary Data, Note 2, “Summary of Significant Accounting Policies”, for furtherdiscussion.ITEM 7A.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKForeign Currency RiskWe manage foreign currency risk through the structure of the business and an active risk management process. We currently settle with our payers inLatin America primarily by entering into short duration Foreign Exchange Spot transactions with local and foreign currency providers (“counterparties”). Theforeign currency exposure on our Foreign Exchange Spot transactions is limited by the fact that all transactions are settled within two days from trade date.However, foreign currency fluctuations may negatively impact our average exchange gain per transaction.We are exposed to changes in currency rates as a result of our investments in foreign operations and revenues generated in currencies other than theU.S. dollar. Revenues and profits generated by international operations will increase or decrease because of changes in foreign currency exchange rates. Thisforeign currency risk is related primarily to our operations in Mexico and Guatemala. Revenues from these operations represent less than 3% of ourconsolidated revenues for the year ended December 31, 2018. Therefore, a 10% increase or decrease in these currency rates against the U.S. Dollar wouldresult in a minimal change to our overall operating results.The spot and average exchange rates for Mexico and Guatemala currencies to U.S. dollar as of and for the years ended December 31, 2018, 2017 and2016, respectively, are below: 2018 2017 2016 Spot Average Spot Average Spot Average Mexico Peso/Dollar 19.65 19.22 19.72 18.91 20.73 18.70 GuatemalaQuetzal/Dollar 7.73 7.52 7.35 7.35 7.52 7.61 Long-term sustained devaluation of the Mexican peso or Guatemalan quetzal as compared to the U.S. dollar could affect our margins.Interest Rate RiskInterest on the term loan facility and revolving credit facility under the Credit Agreement is determined by reference to either LIBOR or a “baserate”, in each case, plus an applicable margin of 4.50% per annum for LIBOR loans or 3.50% per annum for base rate loans. The Company is also required topay a fee on the unused portion of the revolving credit facility equal to 0.35% per annum. Since interest expense is subject to fluctuation, if interest ratesincrease, our debt service obligations on such variable rate indebtedness would increase even though the amount borrowed remained the same. Accordingly,an increase in interest rates would adversely affect our profitability.As of December 31, 2018, we had $90.0 million in outstanding borrowings under the term loan. A hypothetical 1% increase or decrease in theinterest rate on our indebtedness as of December 31, 2018 would have increased or decreased cash interest expense on our term loan by approximately $0.9million per annum.As of December 31, 2018, we had $30.0 million in outstanding borrowings under our revolving credit facility. A hypothetical 1% increase ordecrease in the interest rate on our indebtedness as of December 31, 2018 would have increased or decreased cash interest expense on our revolving creditfacility by approximately $0.3 million per annum.47IndexCredit RiskWe maintain certain cash balances in various U.S. banks, which at times, may exceed federally insured limits. We have not incurred any losses onthese accounts. In addition, we maintain various bank accounts in Mexico and Guatemala, which are not insured. We have not incurred any losses on theseuninsured accounts. To manage our exposures to credit risk with respect to cash balances and other credit risk exposures resulting from our relationships withbanks and financial institutions, we regularly review cash concentrations, and we attempt to diversify our cash balances among global financial institutions.We are also exposed to credit risk related to receivable balances from sending agents. We perform a credit review before each agent signing andconduct ongoing analyses of sending agents and certain other parties we transact with directly. As of December 31, 2018, we also had $1.2 millionoutstanding of notes receivable from sending agents. Most of the notes are collateralized by personal guarantees from the sending agents and by assets fromtheir businesses.Our provision associated with bad debts was approximately $1.2 million for the year ended December 31, 2018 (0.5% of total revenues in 2018),$1.5 million for the 2017 Combined Period (0.7% of total revenues for the 2017 Combined Period) and $0.9 million for the year ended December 31, 2016(0.7% of total revenues in 2016).ITEM 8.FINANCIAL STATEMENTS AND SUPPLEMENTARY DATAAudited Consolidated Financial Statements as of December 31, 2018 and 2017 and for the year ended December 31, 2018, the Successor Period of February1, 2017 through December 31, 2017 and Predecessor Periods of January 1, 2017 through January 31, 2017 and year ended December 31, 2016Reports of Independent Registered Public Accounting FirmF-1Consolidated Balance SheetsF-2Consolidated Statements of Operations and Comprehensive (Loss) IncomeF-3Consolidated Statements of Changes in Stockholders’ EquityF-4Consolidated Statements of Cash FlowsF-5Notes to Consolidated Financial StatementsF-748IndexReport of Independent Registered Public Accounting FirmShareholders and Board of DirectorsInternational Money Express, Inc. and subsidiariesMiami, FloridaOpinion on the Consolidated Financial StatementsWe have audited the accompanying consolidated balance sheets of International Money Express, Inc. (the “Company”) and subsidiaries as of December 31,2018 and 2017 (successor Company), and the related consolidated statements of operations and comprehensive (loss) income, changes in stockholders’equity, and cash flows for the year ended December 31, 2018 (successor period), for the periods from February 1, 2017 through December 31, 2017 (successorperiod), from January 1, 2017 through January 31, 2017 (predecessor period), and for the year ended December 31, 2016 (predecessor period), and relatednotes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all materialrespects, the financial position of the Company and subsidiaries at December 31, 2018 and 2017 (successor Company), and the results of their operations andtheir cash flows for the year ended December 31, 2018 (successor period), for the periods from February 1, 2017 through December 31, 2017 (successorperiod), from January 1, 2017 through January 31, 2017 (predecessor period), and for the year ended December 31, 2016 (predecessor period), in conformitywith accounting principles generally accepted in the United States of America.Basis for OpinionThese consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’sconsolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board(United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and theapplicable rules and regulations of the Securities and Exchange Commission and the PCAOB.We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonableassurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud,and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosuresin the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management,as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion./s/ BDO USA, LLPCertified Public AccountantsWe have served as the Company's auditor since 2017.Miami, FloridaMarch 22, 2019F-1IndexINTERNATIONAL MONEY EXPRESS, INC.CONSOLIDATED BALANCE SHEETS(in thousands, except for share data) Successor CompanyDecember 31, 2018 2017 ASSETS Current assets: Cash $73,029 $59,156 Accounts receivable, net of allowance of $842 and $566, respectively 35,795 51,374 Prepaid wires 26,655 7,676 Other prepaid expenses and current assets 3,171 900 Total current assets 138,650 119,106 Property and equipment, net 10,393 8,491 Goodwill 36,260 36,260 Intangible assets, net 36,395 48,741 Deferred tax asset, net 2,267 1,749 Other assets 1,874 2,232 Total assets $225,839 $216,579 LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Current portion of long-term debt, net $3,936 $3,913 Accounts payable 11,438 8,920 Wire transfers and money orders payable 36,311 48,277 Accrued and other 16,355 11,514 Total current liabilities 68,040 72,624 Long term liabilities: Debt, net 113,326 108,053 Total long term liabilities 113,326 108,053 Commitments and contingencies, see Note 14 Stockholders' equity: Common stock $0.0001 par value; 230,000,000 shares authorized, 36,182,783 and 17,227,682 shares issued andoutstanding as of December 31, 2018 and 2017, respectively 4 2 Additional paid-in capital 61,889 46,076 Accumulated deficit (17,418) (10,174)Accumulated other comprehensive loss (2) (2)Total stockholders' equity 44,473 35,902 Total liabilities and stockholders' equity $225,839 $216,579 The accompanying notes are an integral part of these consolidated financial statements.F-2IndexINTERNATIONAL MONEY EXPRESS, INC.CONSOLIDATED STATEMENTS OF OPERATIONSAND COMPREHENSIVE (LOSS) INCOME(in thousands, except for share data) Successor Company Predecessor Company Year EndedDecember 31,2018 Period fromFebruary 1, 2017to December 31,2017 Period fromJanuary 1, 2017to January 31,2017 Year EndedDecember 31,2016 Revenues: Wire transfer and money order fees $232,380 $169,796 $11,877 $138,468 Foreign exchange 39,765 30,014 2,450 25,782 Other income 1,756 1,229 98 1,145 Total revenues 273,901 201,039 14,425 165,395 Operating expenses: Service charges from agents and banks 182,471 135,569 9,441 108,076 Salaries and benefits 32,926 23,417 4,530 18,518 Other selling, general and administrative expenses 19,442 14,894 1,062 12,346 Transaction costs 10,319 8,706 3,917 901 Depreciation and amortization 15,671 16,645 382 2,530 Total operating expenses 260,829 199,231 19,332 142,371 Operating income (loss) 13,072 1,808 (4,907) 23,024 Interest expense 18,448 11,448 614 9,540 (Loss) income before income taxes (5,376) (9,640) (5,521) 13,484 Income tax provision (benefit) 1,868 534 (2,203) 4,084 Net (loss) income (7,244) (10,174) (3,318) 9,400 Other comprehensive (loss) income - (2) (3) 110 Comprehensive (loss) income $(7,244) $(10,176) $(3,321) $9,510 Loss per common share: Basic and diluted $(0.28) $(0.59) Weighted-average common shares outstanding: Basic and diluted 25,484,386 17,227,682 The accompanying notes are an integral part of these consolidated financial statements.F-3IndexINTERNATIONAL MONEY EXPRESS, INC.CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY(in thousands, except for share data) Common Stock Additional Accumulated Accumulated OtherComprehensive TotalStockholders' Shares Amount Paid-in Capital Deficit Loss Equity Predecessor Company Balance, December 31, 2015 137,542,365 $1,375 $104,679 $(76,951) $(130) $28,973 Net income - - - 9,400 - 9,400 Purchase of Common Stock (57,627,100) (576) (33,424) - - (34,000)Common dividend distributions - - (1,287) - - (1,287)Share-based compensation 1,963,900 20 43 - - 63 Adjustment from foreign currencytranslation, net - - - - 110 110 Balance, December 31, 2016 81,879,165 819 70,011 (67,551) (20) 3,259 Net loss - - - (3,318) - (3,318)Share-based compensation 561 5 2,911 - - 2,916 Adjustment from foreign currencytranslation, net - - - - (3) (3)Balance, January 31, 2017 81,879,726 $824 $72,922 $(70,869) $(23) $2,854 Successor Company Balance, February 1, 2017 17,227,682 $2 $64,408 $- $- $64,410 Net loss - - - (10,174) - (10,174)Common dividend distributions - - (20,178) - - (20,178)Share-based compensation - - 1,846 - - 1,846 Adjustment from foreign currencytranslation, net - - - - (2) (2)Balance, December 31, 2017 17,227,682 2 46,076 (10,174) (2) 35,902 Net loss - - - (7,244) - (7,244)Net equity infusion from reverserecapitalization 18,955,101 2 9,987 - - 9,989 Share-based compensation - - 5,826 - - 5,826 Balance, December 31, 2018 36,182,783 $4 $61,889 $(17,418) $(2) $44,473 The accompanying notes are an integral part of these consolidated financial statements.F-4IndexINTERNATIONAL MONEY EXPRESS, INC.CONSOLIDATED STATEMENTS OF CASH FLOWS(in thousands) Successor Company Predecessor Company Year EndedDecember 31,2018 Period fromFebruary 1, 2017to December 31,2017 January 1, 2017to January 31,2017 Year EndedDecember 31,2016 Cash flows from operating activities: Net (loss) income $(7,244) $(10,174) $(3,318) $9,400 Adjustments to reconcile net (loss) income to net cash provided by operatingactivities: Depreciation and amortization 15,671 16,645 382 2,530 Share-based compensation 5,826 1,846 2,916 63 Provision for bad debt 1,236 1,401 84 909 Debt origination costs amortization 4,448 335 39 2,671 Deferred taxes 191 370 (2,214) 3,719 Debt extinguishment costs 1,843 - - - Loss on disposal of property and equipment 216 128 12 173 Total adjustments 29,431 20,725 1,219 10,065 Changes in operating assets and liabilities: Accounts receivable 14,337 (29,173) 3,612 (15,866)Prepaid wires (19,000) (4,144) 7,849 777 Other prepaid expenses and assets (2,080) (1,011) 71 (302)Wire transfers and money orders payable (11,899) 27,638 (1,884) 13,759 Accounts payable and accrued other 16,293 3,556 1,103 4,563 Net cash provided by operating activities 19,838 7,417 8,652 22,396 Cash flows from investing activities: Purchases of property and equipment (5,331) (4,351) (249) (3,012)Net cash used in acquisition - (924) Acquisition of agent locations (120) - - - Net cash used in investing activities (5,451) (5,275) (249) (3,012) Cash flows from financing activities: Borrowings under term loan 90,000 102,000 - 40,332 Proceeds from reverse recapitalization 101,664 - - - Cash consideration to Intermex shareholders (101,659) - - - Borrowings (repayments) under revolving loan, net 10,000 12,000 (2,000) (2,000)Repayment of term loan (95,788) (76,212) - (1,287)Debt origination costs (3,487) (4,683) - (2,316)Debt extinguishment costs (1,843) - - - Common dividend distributions - (20,178) - (1,287)Purchase of common stock - - - (34,000)Net cash (used in) provided by financing activities (1,113) 12,927 (2,000) (558) Effect of exchange rate changes on cash (40) 98 (16) (150) Net increase in cash and restricted cash 13,234 15,167 6,387 18,676 Cash and restricted cash, beginning of the period 59,795 44,628 38,241 19,565 Cash and restricted cash, end of the period $73,029 $59,795 $44,628 $38,241 The accompanying notes are an integral part of these consolidated financial statements.F-5IndexINTERNATIONAL MONEY EXPRESS, INC.CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)(in thousands) Successor Company Predecessor Company Year endedDecember 31,2018 Period fromFebruary 1, 2017to December 31,2017 Period fromJanuary 1, 2017to January 31,2017 Year endedDecember 31,2016 Supplemental disclosure of cash flow information: Interest payments $10,703 $11,687 $659 $6,765 Income tax payments $1,495 $400 $- $155 Supplemental disclosure of non-cash financing activities: Agent business acquired in exchange for receivables $- $640 $- $343 Intermex transaction accruals settled by acquisition proceeds $9,062 $- $- $- Net assets acquired in the Merger $922 $- $- $- The accompanying notes are an integral part of these consolidated financial statements.F-6IndexINTERNATIONAL MONEY EXPRESS, INC.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSNOTE 1 – BASIS OF PRESENTATION AND BUSINESSOn July 26, 2018 (the “Closing Date”), International Money Express, Inc. (formerly FinTech Acquisition Corp. II) consummated the previously announcedtransaction (the “Merger”) by and among FinTech Acquisition Corp. II, a Delaware corporation (“FinTech”), FinTech II Merger Sub Inc., a wholly-ownedsubsidiary of FinTech (“Merger Sub 1”), FinTech II Merger Sub 2 LLC, a wholly-owned subsidiary of FinTech (“Merger Sub 2”), Intermex Holdings II, Inc.(“Intermex”) and SPC Intermex Representative LLC (“SPC Intermex”) (See Note 3). As a result of the Merger, the separate corporate existence of Intermexceased and Merger Sub 2 (which changed its name to International Money Express Sub 2, LLC in connection with the closing of the Merger) continued asthe surviving entity. In connection with the closing of the Merger, FinTech changed its name to International Money Express, Inc. (the “Company”). Unlessthe context below otherwise provides, the “Company” refers to the combined company following the Merger and, together with their respective subsidiaries,“FinTech” refers to the registrant prior to the closing of the Merger and “Intermex” refers to Intermex Holdings II, Inc. prior to the closing of Merger.The Merger has been accounted for as a reverse recapitalization where FinTech was treated as the “acquired” company for financial reporting purposes. Thisdetermination was primarily based on the facts that following the Merger, the former stockholders of Intermex control the majority of the voting rights inrespect of the board of directors of the Company, Intermex comprising the ongoing operations of the Company and Intermex’s senior managementcomprising the senior management of the Company. Accordingly, the Merger is treated as the equivalent of Intermex issuing stock for the net assets ofFinTech, accompanied by a recapitalization. The net assets of FinTech are stated at historical cost, with no goodwill or other intangible assets resulting fromthe Merger. The consolidated assets, liabilities and results of operations prior to the Closing Date of the Merger are those of Intermex, and FinTech’s assets,liabilities and results of operations are consolidated with Intermex beginning on the Closing Date. The shares and corresponding capital amounts included incommon stock and additional paid-in capital, pre-merger, have been retroactively restated as shares reflecting the exchange ratio in the Merger for allSuccessor periods. The historical financial information and operating results of FinTech prior to the Merger have not been separately presented in theseconsolidated financial statements as they were not significant or meaningful.Stella Point Capital, LLC (“Stella Point”) acquired a majority interest in Intermex on February 1, 2017 as discussed in further detail in Note 3. In connectionwith the acquisition of Intermex by Stella Point, the Company applied “push-down” accounting and the assets and liabilities were adjusted to fair value onthe closing date of the transaction, February 1, 2017. As a result, the Company's consolidated financial statement presentation distinguishes between apredecessor period ("Predecessor") for periods prior to the transaction, and a successor period ("Successor"), for periods subsequent to the transaction.The consolidated financial statements of the Company include Intermex, its wholly-owned indirect subsidiary, Intermex Wire Transfer, LLC (“LLC”),Intermex Wire Transfers de Guatemala, S.A. (“Intermex Guatemala”) - 99.8% owned by LLC, Intermex Wire Transfer de Mexico, S.A. and Intermex Transfersde Mexico, S.A. (“Intermex Mexico”) - 98% owned by LLC, Intermex Wire Transfer Corp. - 100% owned by LLC and Intermex Wire Transfer II, LLC - 100%owned by LLC. Non-controlling interest in the results of operations of consolidated subsidiaries represents the minority stockholders’ share of the profit or(loss) of Intermex Mexico and Intermex Guatemala. The non-controlling interest asset and non-controlling interest in the portion of the profit or (loss) fromoperations of these subsidiaries were not recorded by the Company as they are considered immaterial.The accompanying financial statements in this Annual Report on Form 10-K are presented on a consolidated basis and include the accounts of the Companyand its majority-owned subsidiaries. All significant inter-company balances and transactions have been eliminated. The consolidated financial statements areprepared in accordance with U.S. generally accepted accounting principles (“GAAP”).F-7IndexThe Company operates as a money transmitter, primarily between the United States of America (“U.S.”) and Mexico, Guatemala and other countries in LatinAmerica through a network of authorized agents located in various unaffiliated retail establishments throughout the U.S.NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIESUse of EstimatesThe preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requiresmanagement to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities,and the reported amounts of revenues and expenses. Actual results could differ from these estimates.Earnings (Loss) per ShareBasic earnings (loss) per share is calculated by dividing net income (loss) by the weighted-average number of shares of common stock outstanding for eachperiod. Diluted earnings (loss) per share is calculated by dividing net income (loss) by the weighted-average number of shares and common stock equivalentsoutstanding for each period. Diluted earnings (loss) per share reflects the potential dilution that could occur if outstanding stock options and warrants at thepresented dates are exercised and shares of restricted stock have vested, using the treasury stock method. Potential common shares are excluded from thecomputation of diluted earnings per common share when the effect would be anti-dilutive. All potential common shares are anti-dilutive in periods of netloss. Stock options, restricted stock units and warrants are anti-dilutive when the exercise price of these instruments is greater than the average market price ofthe Company’s common stock for the period.CashCash is comprised of deposits in U.S. and foreign banks. The Company recognizes interest income from its cash deposits on an accrual basis. The Companyconsiders cash equivalents to be short term, highly liquid investments with maturities of three months or less.Concentration of Credit RiskThe Company maintains certain of its cash balances in various U.S. banks, which at times, may exceed federally insured limits. The amount that exceeded thefederally insured limits totaled $61.4 million and $31.7 million as of December 31, 2018 and 2017, respectively. The Company has not incurred any losseson these accounts. In addition, the Company maintains various bank accounts in Mexico and Guatemala, which are not insured. The Company has notincurred any losses on these uninsured foreign bank accounts, and management believes it is not exposed to any significant credit risk regarding theseaccounts. Cash balances were as follows at December 31 (in thousands): December 31,2018 December 31,2017 Cash in U.S. dollars in U.S. banks $69,155 $55,376 Cash in foreign banks and foreign currency 3,865 3,774 Petty cash 9 6 $73,029 $59,156 F-8IndexRevenue RecognitionRevenues for wire transfer and money order fees are recognized at the time the transaction is processed. These fees are recognized on a gross basis equal to thefull amount of the fee charged to the customer as the Company is the primary obligor and has latitude in establishing price. Foreign exchange revenue, whichrepresents the difference between the exchange rate set by the Company and the rate realized, is recognized upon the disbursement of U.S. dollars to theforeign bank. Other income primarily represents revenues for technology services provided to the independent network of agents who utilize the Company’stechnology in processing transactions. Revenues for these transactions are recorded when persuasive evidence of an arrangement exists, delivery hasoccurred, or services have been rendered and collection is reasonably assured.Business CombinationsThe Company accounts for its business combinations using the acquisition method, which requires that intangible assets be recognized apart from goodwillif they are contractual in nature or separately identifiable. Acquisitions are measured on the fair value of consideration exchanged and, if the considerationgiven is not cash, measurement is based on the fair value of the consideration given or the fair value of the assets acquired, whichever is more reliablymeasurable. The excess of cost of an acquired entity over the fair value of identifiable acquired assets and liabilities assumed is allocated to goodwill.The valuation and allocation processes rely on significant assumptions made by management. In certain situations, the allocations of excess purchase priceare based upon preliminary estimates and assumptions. Accordingly, the allocations are subject to revision when the Company receives updated information,including valuations and other analyses, which are completed within one year of the acquisition. Revisions to the fair values, which may be significant, arerecorded when pending information is finalized, within one year from the acquisition date.Accounts Receivable and Allowance for Doubtful AccountsAccounts receivable are recorded upon initiation of the wire transfer and are typically due to the Company within five days. The Company maintains anallowance for doubtful accounts for estimated losses resulting from the inability of its sending agents to make required payments. When preparing theseestimates, management considers a number of factors, including the aging of a sending agent’s account, creditworthiness of specific sending agents, historicaltrends and other information. The Company reviews its allowance for doubtful accounts policy periodically, reflecting current risks and changes in industryconditions and when necessary, will increase its allowance for doubtful accounts and recognize a provision to bad debt expense, included in other selling,general and administrative expenses in the consolidated statements of operations and comprehensive (loss) income. Accounts receivable that are more than90 days past due are charged off against the allowance for doubtful accounts.Prepaid WiresPrepaid wires represent funds that are required at certain payer agent locations in advance of a transaction, which are typically utilized within a few days.Prepaid Expenses and Other AssetsPrepaid expenses, other current assets and other assets consist primarily of prepaid expenses, notes receivable (see Note 4), and restricted cash. Interest incomeon notes receivable is recognized on a cash basis due to uncertainty on receiving the interest payments. Restricted cash was maintained by a United StatesBank and was cash collateral for an irrevocable stand-by letter of credit in the amount of $0.6 million issued as collateral for the operating lease of theCompany’s headquarters and recorded in other assets at December 31, 2017 in the consolidated balance sheets. This lease was renegotiated in April 2018,and accordingly, the letter of credit is no longer required; the Company collected the funds in the fourth quarter of 2018 and, as such, no restricted cash isheld at December 31, 2018.F-9IndexProperty and EquipmentProperty and equipment, including leasehold improvements, are stated at cost, or the allocated fair value in purchase accounting, less accumulateddepreciation and amortization. The costs of additions and betterments that substantially extend the useful life of an asset are capitalized and the expendituresfor ordinary repairs and maintenance are expensed in the period incurred as part of other selling, general and administrative expenses in the consolidatedstatements of operations and comprehensive (loss) income. Depreciation is computed using the straight-line method over the estimated useful lives of therelated assets. Leasehold improvements are amortized over the life of the lease or the estimated useful life of the improvement, whichever is shorter. At thetime depreciable assets are retired or otherwise disposed, the cost and the related accumulated depreciation of such assets are eliminated from the accountsand any gain or loss is recognized in the current period. The Company capitalizes costs incurred for the development of internal use computer software,which are depreciated over five years using the straight-line method.Goodwill and Intangible AssetsGoodwill and Intangible assets result primarily from business combination acquisitions, including the Stella Point acquisition discussed in Note 3. Intangibleassets include agent relationships, trade name, developed technology and other intangibles, all with finite lives. Upon the acquisition, the purchase price isfirst allocated to identifiable assets and liabilities, including the trade name and other intangibles, with any remaining purchase price recorded as goodwill.Goodwill is not amortized, rather, impairment tests are conducted on an annual basis, in the fourth quarter, or more frequently if indicators of impairment arepresent. A qualitative assessment of goodwill was performed in 2017 subsequent to the Stella Point acquisition on February 1, 2017 (see Note 3) and in thefourth quarter of 2018. A qualitative assessment includes consideration of the economic, industry and market conditions in addition to the overall financialperformance of the Company and these assets. Based on the results of the assessment, no indicators of impairment were noted. Accordingly, no furtherimpairment testing was completed, and no impairment charges related to goodwill were recognized during the Successor period from February 1, 2017through December 31, 2017 and for the year ended December 31, 2018.The Company’s agent relationships, trade name and developed technology are currently amortized utilizing an accelerated method over their estimateduseful lives of 15 years. Other intangible assets are amortized on a straight-line basis over a useful life of 10 years. The Company reviews for impairmentindicators of finite-lived intangibles and other long-lived assets as described below in "Impairment of Long-Lived Assets."Impairment of Long-Lived AssetsThe Company evaluates long-lived assets, including amortizable intangible assets, for impairment whenever events or changes in circumstances indicate thatthe 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 thecarrying 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 exceedsits 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 theasset. 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. There were no impairment indicators noted for all periods presented inthe consolidated financial statements for long-lived assets, including amortizable intangible assets.Debt Origination CostsThe Company incurred debt origination costs related to their credit agreement, consisting of a term loan and a revolving credit facility (see Note 8) andamortizes these costs over the life of the related debt using the straight-line method, which approximates the effective interest method. The unamortizedportion of debt origination costs related to the term loan are recorded on the consolidated balance sheets as an offset to the related debt, while deferred up-front commitment fees paid directly to the lender related to the revolving credit facility are recorded within other assets in the consolidated balance sheets.Amortization of debt origination costs is included as a component of interest expense in the consolidated statements of operations and comprehensive (loss)income.F-10IndexAdvertising CostsAdvertising costs are included in other selling, general and administrative expenses in the consolidated statements of operations and comprehensive (loss)income and are expensed as incurred. The Company incurred advertising costs of approximately $1.8 million and $1.7 million for the year ended December31, 2018 and the Successor period from February 1, 2017 through December 31, 2017, respectively, and approximately $0.1 million and $1.1 million for thePredecessor periods from January 1, 2017 through January 31, 2017 and the year ended December 31, 2016, respectively.Income TaxesThe Company accounts for income taxes in accordance with U.S. generally accepted accounting principles which require, among other things, recognition offuture tax benefits measured at enacted rates attributable to deductible temporary differences between financial statement and income tax bases of assets andliabilities and to tax net operating loss carryforwards to the extent that realization of said benefits is more likely than not.The Company accounts for tax contingencies by assessing all material positions, including all significant uncertain positions, for all tax years that are opento assessment or challenge under tax statutes. Those positions that have only timing consequences are separately analyzed based on the recognition andmeasurement model provided in the tax guidance.As required by the uncertain tax position guidance, the Company recognizes the financial statement benefit of a position only after determining that therelevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting the more likely-than-not threshold, theamount recognized in the financial statements is the largest benefit that has a greater than 50 percent likelihood of being realized upon ultimate settlementwith the relevant tax authority. The Company is subject to income taxes in the U.S. federal jurisdiction and various state jurisdictions. Tax regulations withineach jurisdiction are subject to the interpretation of the related tax laws and regulations and require significant judgment to apply. With few exceptions, theCompany is no longer subject to U.S. federal or state and local income tax examinations by tax authorities for the years before 2014. The Company appliesthe uncertain tax position guidance to all tax positions for which the statute of limitations remains open. The Company’s policy is to classify interest accruedas interest expense and penalties as operating expenses. As of December 31, 2018 and 2017, the Company did not have any amounts accrued for interest andpenalties or recorded for uncertain tax positions.Foreign subsidiaries of the Company are subject to taxes by local tax authorities.Foreign Currency Translation and TransactionsThe financial statements and transactions of the Company’s foreign operations are maintained in their functional currency, which is other than the U.S. dollar.Assets and liabilities are translated at current exchange rates in effect at the balance sheet date. Revenue and expenses are translated at the average exchangerate for each period. Translation adjustments, which result from the process of translating the financial statements of the Company’s foreign operations intoU.S. dollars, are recorded as a component of accumulated other comprehensive loss.Gains or losses from foreign currency transactions amounted to approximately $29.8 thousand and $(17.0) thousand for the year ended December 31, 2018and the Successor period from February 1, 2017 through December 31, 2017, respectively, and approximately $11.6 thousand and $1.1 thousand for thePredecessor periods from January 1, 2017 through January 31, 2017 and year ended December 31, 2016, respectively, and are included in other selling,general and administrative expenses in the consolidated statements of operations and comprehensive (loss) income.F-11IndexForeign Exchange Spot TransactionsOn the normal course of business, the Company enters into Foreign Exchange Spot transactions to purchase foreign currency at the current market rate. TheCompany records Foreign Exchange Spot transactions on trade date. These transactions are settled within one or two days from trade date.Comprehensive (Loss) IncomeComprehensive (loss) income consists of net (loss) income and the foreign currency translation adjustment and is presented in the consolidated statements ofoperations and comprehensive (loss) income.Share-Based CompensationThe Company accounts for its share-based employee compensation expense related to incentive units, restricted stock grants and stock options undergenerally accepted accounting principles, which requires the measurement and recognition of compensation costs for all equity-based payment awards madeto employees and directors based on estimated fair values. We have elected to account for forfeitures as they occur. See Note 11 for further discussion relatedto the Company’s share-based compensation plans.SegmentsThe Company’s business is organized around one reportable segment that provides money transmittal services primarily between the USA and Latin America.This is based on the objectives of the business and how our chief operating decision maker, the CEO and President, monitors operating performance andallocates resources.Accounting PronouncementsThe Financial Accounting Standards Board (“FASB”) issued amended guidance, Restricted Cash, which requires restricted cash to be presented with cash andcash equivalents in the consolidated statements of cash flows. The Company adopted this guidance in the first quarter of 2018 using a retrospective transitionmethod for each period presented. Cash and restricted cash included $0.6 million of restricted cash recorded in other assets in the Company’s consolidatedbalance sheet as of December 31, 2017. There was no restricted cash in the Company’s consolidated balance sheet as of December 31, 2018.The FASB issued guidance, Improvements to Employee Share-Based Payment Accounting, which simplifies several aspects of the accounting for share-basedpayment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement ofcash flows. The Company adopted this guidance in the first quarter of 2018, and the impact of this adoption did not have a material impact on the Company’sconsolidated financial statements.The FASB issued guidance, Revenue from Contracts with Customers, which amended the existing accounting standards for revenue recognition. The newguidance establishes principles for recognizing revenue upon the transfer of promised goods or services to customers, in an amount that reflects the expectedconsideration received in exchange for those goods or services. This guidance is required to be adopted by the Company in the first quarter of 2019 and canbe applied using either a retrospective or a modified retrospective approach. Based on our assessment of the new standard, we have determined the vastmajority of our revenues include only one performance obligation, which is to collect the consumer's funds and make them available for payment, generallyon the same day, to a designated recipient in the currency requested. Accordingly, management concluded this standard will not have a material impact onthe Company’s consolidated financial statements. The Company will adopt the standard using the modified retrospective approach, applied to all contractswith customers, with the cumulative effect of adoption included in accumulated deficit as of January 1, 2019. Management has completed an assessment ofthe new disclosure requirements of this guidance and has updated its systems and processes to comply with the new disclosure requirements.The FASB issued amended guidance, Business Combinations - Clarifying the Definition of a Business, which assists entities with evaluating whethertransactions should be accounted for as acquisitions or disposals of assets or businesses. This guidance is required to be adopted by the Company in the firstquarter of 2019 on a prospective basis, and the Company does not believe it will have a material impact on the consolidated financial statements.F-12IndexThe FASB issued guidance, Leases, to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on thebalance sheet for those leases classified as operating leases under previous GAAP. The guidance requires that a lessee recognize a liability to make leasepayments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term on the balance sheet. This guidance isrequired to be adopted by the Company in the first quarter of 2020 and must be applied using a modified retrospective approach. The Company is currentlyevaluating the impact this guidance will have on the consolidated financial statements.The FASB issued amended guidance, Statement of Cash Flows - Classification of Certain Cash Receipts and Cash Payments, which clarifies how certaincash receipts and cash payments are presented and classified in the consolidated statements of cash flows. The amendments are aimed at reducing the existingdiversity in practice. This guidance is required to be adopted by the Company in the first quarter of 2019 and must be applied using a retrospective approachfor each period presented. The adoption of this guidance is not expected to have a material impact on the consolidated financial statements.The FASB issued amended guidance, Intangibles – Goodwill and other: Simplifying the Test for Goodwill Impairment. The amended standard simplifies howan entity tests goodwill by eliminating Step 2 of the goodwill impairment test related to measuring an impairment charge. Instead, impairment will berecorded for the amount that the carrying amount of a reporting unit exceeds its fair value. This new guidance is effective for the Company beginning in inthe first quarter of 2021. The adoption of this guidance is not expected to have a material impact on the consolidated financial statements.The FASB issued guidance, Financial Instruments - Credit Losses: Measurement of Credit Losses on Financial Instruments, regarding the measurement ofcredit losses for certain financial instruments. The new standard replaces the incurred loss model with a current expected credit loss (“CECL”) model. TheCECL model is based on historical experience, adjusted for current conditions and reasonable and supportable forecasts. The Company is required to adoptthe new standard in the first quarter of 2022. The Company is currently evaluating the impact this guidance will have on the consolidated financialstatements.ReclassificationsCertain reclassifications have been made to prior-year amounts in the consolidated balance sheets and consolidated statements of operations andcomprehensive (loss) income to conform to current-year reporting classifications. These reclassifications had no impact on net (loss) income, comprehensive(loss) income or stockholder’s equity.NOTE 3 – FINTECH MERGER AND STELLA POINT ACQUISITIONFinTech MergerAs discussed in Note 1, on July 26, 2018, Intermex and FinTech consummated the Merger, which has been accounted for as a reverse recapitalization.Immediately prior to the Merger, FinTech’s shareholders exercised their right to redeem certain of their outstanding shares for cash, resulting in theredemption of 4.9 million shares of FinTech for gross redemption payments of $49.8 million. Subsequent to this redemption, there were 18.9 millionoutstanding shares. The aggregate consideration paid in the Merger by FinTech to the Intermex shareholders consisted of approximately (i) $102.0 million incash and (ii) 17.2 million shares of FinTech common stock. In accounting for the reverse recapitalization, the net cash proceeds received from FinTechamounted to $5.0 thousand as shown in the table below (in thousands):F-13IndexCash balance available to Intermex prior to the consummation of the Merger $110,726 Less: Intermex Merger costs paid from acquisition proceeds at closing (9,062)Cash consideration to Intermex shareholders (101,659)Net cash proceeds from reverse recapitalization $5 Cash balance available to Intermex prior to the consummation of the Merger $110,726 Less: Cash consideration to Intermex shareholders (101,659)Other FinTech assets acquired and liabilities assumed in the Merger: Prepaid expenses 76 Accrued liabilities (136)Deferred tax assets 982 Net equity infusion from FinTech $9,989 Cash consideration to Intermex shareholders includes the payout of all vested Incentive Units issued to employees of the Company as discussed in Note 11.After the completion of the Merger on July 26, 2018, there were 36.2 million shares of International Money Express, Inc. common stock outstanding, warrantsto purchase 9 million shares of common stock and 3.4 million shares reserved for issuance under the International Money Express, Inc. 2018 Omnibus EquityCompensation Plan (See Note 11).In connection with the Merger, the Company acquired approximately $1 million of deferred tax assets from FinTech. These deferred tax assets relate tocapitalized transaction costs incurred by FinTech prior to the merger, therefore they have been recorded through APIC, and will be amortizable on theCompany’s post-Merger tax returns over a period of 15 years.Acquisition by Stella PointOn February 1, 2016, Intermex and its majority owner at the time, Lindsay Goldberg LLC, entered into an agreement with Stella Point, acquirer, for the sale ofIntermex. This acquisition was accounted for as a business combination and became effective on February 1, 2017 for a transaction price of $52.0 million incash, plus $12.4 million of rollover equity from certain existing management holders, the assumption of approximately $78.0 million of Intermex’soutstanding debt and an additional funding of $5.0 million of Intermex debt. There was no contingent consideration in the transaction. As a result, StellaPoint acquired 80.7% of the voting equity interest in Intermex and other minority stockholders acquired the remaining interest, none individually greaterthan 10%. The purchase price in excess of the fair value of acquired assets was accounted for as goodwill, as discussed further below.F-14IndexThe acquisition method for a business combination requires that the assets acquired and liabilities assumed be recognized at their allocated fair values as ofthe February 1, 2017 acquisition date, which is summarized below (in thousands): SuccessorCompany Cash $43,065 Accounts receivables 24,032 Prepaid and other current assets 3,713 Property and equipment 6,328 Other assets 1,345 Total tangible assets acquired 78,483 Intangible assets acquired 62,660 Deferred tax asset, net 2,119 Less: Liabilities assumed (115,112)Net assets 28,150 Goodwill 36,260 Total purchase price $64,410 The intangible assets acquired consist primarily of agent relationships, trade name and developed technology. The excess of the purchase consideration overthe fair value of net tangible and identifiable intangible assets acquired was recorded as goodwill, which is attributable to the workforce and reputation ofIntermex. The accounting for this business combination has been completed, therefore the measurement period is closed. Goodwill was not deductible forincome tax purposes.Transaction CostsDirect costs related to the Merger and Stella Point acquisition were expensed as incurred and included as Transaction costs in the consolidated statements ofoperations and comprehensive (loss) income. Transaction costs for the year ended December 31, 2018 amounted to $10.3 million and related specifically tothe Merger, while expenses of $8.7 million for the Successor period from February 1, 2017 through December 31, 2017 and $3.9 million and $0.9 million forthe Predecessor periods from January 1, 2017 through January 31, 2017 and the year ended December 31, 2016, respectively, related to the Stella Pointacquisition. Transaction costs include all internal and external costs directly related to the Merger and Stella Point acquisition, consisting primarily of legal,consulting, accounting, advisory and financing fees and certain incentive bonuses.NOTE 4 – NOTES RECEIVABLEThe Company had notes receivable from sending agents at December 31 as follows (in thousands): December 31,2018 December 31,2017 Notes receivable, current $730 $471 Allowance (279) (176)Net current $451 $295 Notes receivable, long-term $478 $608 Allowance (169) (248)Net long-term $309 $360 The net current portion is included in other prepaid expenses and current assets, and the net long-term portion is included in other assets in the consolidatedbalance sheets. The notes have interest rates ranging from 0% to 18.5% per annum. At December 31, 2018 and 2017, there were $1.2 million and $1.1million, respectively, of notes collateralized by personal guarantees from the sending agents and by assets from their businesses in case of a default by theagent.F-15IndexThe maturities of notes receivable at December 31, 2018 is as follows (in thousands): UnpaidPrincipleBalance Under 1 year $730 Between 1 and 2 years 438 Between 2 and 3 years 40 Total $1,208 NOTE 5 – PROPERTY AND EQUIPMENTProperty and equipment at December 31 consists of the following (in thousands): December 31,2018 December 31,2017 EstimatedUseful Life(in years) Computer software and equipment $14,114 $9,154 3 to 5 Office Improvements 989 798 5 Furnitures and fixtures 397 303 7 15,500 10,255 Less accumulated depreciation (5,107) (1,764) $10,393 $8,491 Computer software and equipment above includes equipment maintained at locations of agents and used and owned by the Company of approximately $7.2million and $3.8 million at December 31, 2018 and 2017, respectively. Also, it includes development of internal use software of approximately $1.9 millionand $1.3 million at December 31, 2018 and 2017, respectively. Depreciation expense was approximately $3.2 million and $2.1 million for the year endedDecember 31, 2018 and Successor period from February 1, 2017 through December 31, 2017, respectively, and $0.2 million and $1.6 million for thePredecessor periods from January 1, 2017 through January 31, 2017 and year ended December 31, 2016, respectively.Repairs and maintenance expenses were approximately $1.4 million and $0.9 million for the year ended December 31, 2018 and Successor period fromFebruary 1, 2017 through December 31, 2017, respectively, and approximately $0.1 million and $0.8 million for the Predecessor periods from January 1,2017 through January 31, 2017 and year ended December 31, 2016, respectively.NOTE 6 – GOODWILL AND INTANGIBLE ASSETSThe gross carrying amount and accumulated amortization at December 31 for goodwill and intangible assets are as follows (in thousands): December 31,2018 December 31,2017 Indefinite life: Goodwill $36,260 $36,260 Total indefinite life $36,260 $36,260 Amortizable: Agent relationships $40,500 $40,500 Trade name 15,500 15,500 Developed technology 6,600 6,600 Other intangibles 820 700 Accumulated amortization expense (27,025) (14,559)Net amortizable intangibles $36,395 $48,741 F-16IndexGoodwill and the majority of intangible assets on the consolidated balance sheets of the Company were recognized upon the acquisition by Stella Point (seeNote 3). The fair value measurements were based on significant inputs, such as the Company’s forecasted revenues, assumed turnover of agent locations,obsolescence assumptions for technology, market discount and royalty rates. These inputs are based on information not observable in the market andrepresent Level 3 measurements within the fair value hierarchy. Trade name refers to the Intermex name, branded on all agent locations and well recognizedin the market. This fair value was determined using the relief-from-royalty method, which is based on the Company’s expected revenues and a royalty rateestimated using comparable market data. As a result of the Stella Point acquisition, the Company determined it was appropriate to assign a finite useful life of15 years to the trade name. The Company decided that a finite life would be more appropriate, providing better matching of the amortization expense duringthe period of expected benefits.The agent relationships intangible represents the network of over 5,000 independent sending agents. This intangible was valued using the excess earningsmethod, which was based on the Company’s forecasts and historical activity at agent locations in order to develop a turnover rate and expected useful life.Assuming a year-over-year location turnover rate of 17.4%, this resulted in an expected useful life for this intangible of 15 years. Developed technologyincludes the state-of-the-art system that the Company has continued to develop and improve upon over the past 20 years. This intangible was valued usingthe relief-from-royalty method based on the Company’s forecasted revenues, a royalty rate estimated using comparable market data, an expectedobsolescence rate of 18.0% and an estimated useful life of 15 years.Other intangibles primarily relate to the acquisition of certain agent locations, which are amortized over 10 years. The net book value of these intangibleswas $0.7 million and $0.6 million at December 31, 2018 and 2017, respectively.Management believes it has made reasonable estimates and judgments concerning these risks and uncertainties. A change in the conditions, circumstances orstrategy of the Company may result in a need to recognize an impairment charge.The following table presents the changes in goodwill and intangible assets (in thousands):Predecessor Company Goodwill Intangibles Balance at December, 2016 $- $6,348 Amortization expense - (231)Balance at January 31, 2017 $- $6,117 Successor Company Goodwill Intangibles Balance at February 1, 2017 $36,260 $62,660 Acquisition of agent locations - 640 Amortization expense - (14,559)Balance at December 31, 2017 $36,260 $48,741 Acquisition of agent locations - 120 Amortization expense - (12,466)Balance at December 31, 2018 $36,260 $36,395 Amortization expense related to intangible assets was approximately $0.9 million for the Predecessor year ended December 31, 2016.Amortization expense related to intangible assets for the next five years and thereafter is as follows (in thousands):2019 $9,324 2020 6,917 2021 5,128 2022 3,964 2023 2,956 Thereafter 8,106 $36,395 F-17IndexNOTE 7 – ACCRUED AND OTHER LIABILITIESAccrued and other liabilities consisted of the following (in thousands): December 31,2018 December 31,2017 Payables to sending agents $8,972 $6,875 Accrued compensation 2,344 1,092 Accrued bank charges 983 897 Accrued loyalty program reserve 621 165 Accrued legal fees 920 1,644 Accrued taxes 745 319 Accrued interest 1,009 - Other 761 522 $16,355 $11,514 NOTE 8 – DEBTDebt consisted of the following (in thousands): December 31,2018 December 31,2017 Revolving credit facility $30,000 $20,000 Term loan 90,000 95,788 120,000 115,788 Less: Current portion of long term debt (1) (3,936) (3,913)Less: Debt origination costs (2,738) (3,822) $113,326 $108,053 (1) Current portion of long-term debt is net of debt origination costs of approximately $0.6 million and $0.9 million at December 31, 2018 and 2017,respectively.On August 23, 2017, Intermex entered into a Financing Agreement (the “Financing Agreement”) with MC Credit Partners to refinance its debt. The FinancingAgreement included a revolving credit facility that provided for funding of up to $20 million in the aggregate and a term loan in an aggregate principalamount of $97 million (together the “Senior Secured Credit Facility”). Interest on the term loan and revolving credit facility was determined by reference toeither LIBOR or a “base rate”, in each case plus an applicable margin of 9% per annum for LIBOR loans or 8% per annum for base rate loans. The effectiveinterest rates at December 31, 2017 for the term loan and revolving credit facility were 10.46% and 12.50%, respectively. The principal amount of the termloan had to be repaid in consecutive quarterly installments on the last business day of each March, June, September and December commencing in December2017. The Company had to repay an amount equal to 1.25% of the original amount borrowed for each quarterly payment from December 31, 2017 throughSeptember 30, 2019 and 2.50% of the original amount borrowed for each quarterly payment from December 31, 2019 and thereafter. The proceeds from therevolver and term loan discussed above were primarily used to repay existing debt.On December 19, 2017, the Financing Agreement was amended to allow for the change of control of Intermex pursuant to the Merger. Upon closing of theMerger, the Company was required to pay $1.5 million in fees to MC Credit Partners, which were expensed as transaction costs in the consolidated statementsof operations and comprehensive (loss) income for the year ended December 31, 2018 and funded by the proceeds received in the Merger.On November 7, 2018 and further amended on December 7, 2018, the Company entered into a new financing agreement (the “Credit Agreement”) with,among others, certain of its domestic subsidiaries as borrowers, certain other domestic subsidiaries and a group of banking institutions. The Credit Agreementprovides for a $35 million revolving credit facility, a $90 million term loan facility and an up to $30 million incremental facility. The Credit Agreement alsoprovides for the issuance of letters of credit, which would reduce availability under the revolving credit facility. The proceeds of the Credit Agreement wereused to repay existing indebtedness, for working capital purposes and to pay fees and expenses in connection with the transaction. The maturity date of theCredit Agreement is November 7, 2023. This refinancing was accounted for as an extinguishment of debt, and the loss recognized amounted toapproximately $5.4 million, consisting mainly of a prepayment penalty of $1.8 million and the write-off of unamortized debt origination costs of $3.5million, which were both recognized as interest expense in the fourth quarter of 2018 in the consolidated statements of operations and comprehensive (loss)income.F-18IndexInterest on the term loan facility and revolving credit facility under the Credit Agreement is determined by reference to either LIBOR or a “base rate”, in eachcase plus an applicable margin of 4.50% per annum for LIBOR loans or 3.50% per annum for base rate loans. The Company is also required to pay a fee onthe unused portion of the revolving credit facility equal to 0.35% per annum. The effective interest rates at December 31, 2018 for the term loan andrevolving credit facility were 8.22% and 8.56%, respectively.The principal amount of the term loan facility must be repaid in consecutive quarterly installments of 5.0% in year 1, 7.5% in years 2 and 3, 10.0% in years 4and 5, in each case on the last day of each quarter, commencing in March 2019 with a final payment at maturity. The loans under the Credit Agreement maybe prepaid at any time without payment or penalty.The Credit Agreement contains covenants that limit the Company’s and its subsidiaries’ ability to, among other things, grant liens, incur additionalindebtedness, make acquisitions or investments, dispose of certain assets, make dividends and distributions, change the nature of their businesses, enter intocertain transactions with affiliates or amend the terms of material indebtedness.The Credit Agreement also contains financial covenants which require the Company to maintain a quarterly minimum fixed charge coverage ratio of1.25:1.00 and a quarterly maximum consolidated leverage ratio of 3.25:1.00.The obligations under the Credit Agreement are guaranteed by the Company and certain domestic subsidiaries of the Company and secured by lienssubstantially all of the assets of the loan parties, subject to certain exclusions and limitations.The scheduled annual maturities of the term loan at December 31, 2018 are as follows (in thousands):2019 $4,500 2020 6,750 2021 6,750 2022 9,000 2023 63,000 $90,000 During November 2018, the Company capitalized costs of approximately $3.5 million related to the Credit Agreement. During August 2017, the Companycapitalized costs totaling $4.7 million for the Successor period from February 1, 2017 through December 31, 2017 relating to the Financing Agreement.There were no debt origination costs incurred for the Predecessor period from January 1, 2017 through January 31, 2017.The unamortized portion of debt origination costs totaled approximately $3.4 million at December 31, 2018 and $4.3 million at December 31, 2017.Amortization of debt origination costs is included as a component of interest expense in the consolidated statements of operations and comprehensive (loss)income and amounted to approximately $4.4 million for the year ended December 31, 2018, $0.3 million for the Successor period from February 1, 2017through December 31, 2017, and approximately $39.2 thousand and $2.7 million for the Predecessor periods from January 1, 2017 through January 31, 2017and year ended December 31, 2016, respectively.The amortization of debt origination costs includes the write-off of debt origination costs associated with previous debt originations of approximately $3.5million for the year ended December 31, 2018 and $2.3 million for the Predecessor year ended December 31, 2016, both in connection with extinguishmentof debt.F-19IndexDebt origination costs of approximately $1.9 million related to debt that was assumed by the Successor Company in connection with the Stella Pointacquisition (see Note 3) were written off to goodwill at the February 1, 2017 acquisition date.NOTE 9 - FAIR VALUE MEASUREMENTSThe Company determines fair value in accordance with the provisions of FASB guidance, Fair Value Measurements and Disclosures, which defines fairvalue as an exit price, representing the amount that would be received from the sale of an asset or paid to transfer a liability in an orderly transaction betweenmarket participants at the measurement date. As such, fair value is a market-based measurement that should be determined based on assumptions that marketparticipants would use in pricing an asset or liability. As a basis for considering such assumptions, a three- level fair value hierarchy that prioritizes the inputsused to measure fair value was established. There are three levels of inputs used to measure fair value. Level 1 relates to quoted market prices for identicalassets or liabilities. Level 2 relates to observable inputs other than quoted prices included in Level 1. Level 3 relates to unobservable inputs that aresupported by little or no market activity and that are significant to the fair value of the assets or liabilities.The Company’s non-financial assets measured at fair value on a nonrecurring basis include the goodwill and other intangibles derived on February 1, 2017 asa result of the Stella Point acquisition as disclosed in Note 3. Refer to Note 6 for a further discussion related to fair value measurements on these non-financialassets.The Company’s cash is representative of fair value as these balances are comprised of deposits available on demand. Accounts receivable, prepaid wires,accounts payable and wire transfers and money orders payable are representative of their fair values because of the short turnover of these items.The Company’s financial instruments that are not measured at fair value on a recurring basis include its revolving credit facility and term loan. The fair valueof the term loan, which approximates book value, is estimated by discounting the future cash flows using a current market interest rate. The estimated fairvalue of the revolving credit facility would approximate face value given the payment schedule and variable interest rate structure.NOTE 10 - RELATED PARTY TRANSACTIONSDuring the Successor periods prior to the Merger, Intermex paid a monthly management fee of $65 thousand, plus reimbursement of expenses, to a relatedparty for management services, which is included in other selling, general and administrative expenses on the Company’s consolidated statements ofoperations and comprehensive (loss) income. During the Predecessor periods, all management fees were waived. There were no amounts payable to orreceivable from related parties included in the consolidated balance sheets at December 31, 2018 and 2017. The management company was reimbursedexpenses of approximately $12 thousand in the Successor period from February 1, 2017 through December 31, 2017. Upon closing of the Merger on July 26,2018 (See Note 3), the management fee agreement with the related party was terminated, and a one-time termination fee of $1.6 million was included as partof transaction costs in the consolidated statements of operations and comprehensive (loss) income for the year ended December 31, 2018.NOTE 11 – STOCKHOLDERS’ EQUITY AND SHARE-BASED COMPENSATIONCommon StockAfter the completion of the Merger on the Closing Date, there were 36.2 million shares of the Company’s common stock outstanding and outstandingwarrants to purchase 9 million shares of common stock. As of the Closing Date, the former stockholders of Intermex owned approximately 48.3% and theformer stockholders of FinTech owned approximately 51.7% of the combined company’s outstanding common stock. At December 31, 2018, the Companywas authorized to issue 230 million shares of common stock and had 36.2 million shares of common stock issued and outstanding at $0.0001 par value percommon share.F-20IndexEquity WarrantsPrior to the Merger, FinTech issued 8.8 million public warrants (“Public Warrants”) and 0.2 million private placement warrants (“Placement Warrants”)(combined are referred to as the “Warrants”). The Company assumed the FinTech equity warrants upon the change of control event. As a result of the Merger,the Warrants issued by FinTech are no longer exercisable for shares of FinTech common stock but instead are exercisable for common stock of the Company.All other features of the Warrants remain unchanged. There are no cash obligations for the Company pertaining to these Warrants, and they are recognized inequity upon any exercise.Each whole Warrant entitles the holder to purchase one share of the Company's common stock at a price of $11.50 per share. The Warrants becameexercisable 30 days after the completion of the Merger and expire five years after that date, or earlier upon redemption or liquidation.The Company may call the Public Warrants for redemption, in whole and not in part, at a price of $0.01 per warrant upon not less than 30 days prior writtennotice of redemption to each warrant holder if the reported last sale price of the Company’s common stock equals or exceeds $24.00 per share for any 20trading days within a 30-trading day period ended three business days before the Company sends the notice of redemption to the warrant holders. TheCompany cannot call the Placement Warrants as long as they are held by the original holders or transferred to certain permitted transferees established in theWarrant Agreement.International Money Express, Inc. 2018 Omnibus Equity Compensation PlanIn connection with the Merger, the stockholders of FinTech approved the International Money Express, Inc. 2018 Omnibus Equity Compensation Plan (the“2018 Plan”). There are 3.4 million shares reserved for issuance under the 2018 Plan, of which stock options to purchase 2.8 million shares of common stockand restricted stock units in respect of 21.2 thousand shares of common stock were granted to employees and independent directors of the Company inconnection with the completion of the transactions at the Closing Date.The value of each option grant is estimated on the grant date using the Black-Scholes option pricing model. The option pricing model requires the input ofhighly subjective assumptions, including the grant date fair value of our common stock, expected volatility, expected forfeitures and risk-free interest rates.To determine the grant date fair value of the Company’s common stock, we use the closing market price of our common stock at the grant date. We also usean expected volatility based on the historical volatilities of a group of guideline companies and the "simplified" method for calculating the expected life ofour stock options. We have elected to account for forfeitures as they occur. The risk-free interest rates are obtained from publicly available U.S. Treasury yieldcurve rates.Share-based compensation is recognized as an expense on a straight-line basis over the requisite service period, which is generally the vesting period. Thestock options issued under the 2018 Plan have 10-year terms and vest in four equal annual installments beginning 1 year after the date of the grant. TheCompany recognized compensation expense for stock options of approximately $1.0 million for the year ended December 31, 2018, which is included insalaries and benefits in the consolidated statements of operations and comprehensive (loss) income. No stock options vested during year ended December 31,2018; therefore, no stock options are exercisable as of December 31, 2018. The weighted-average grant date fair value for the stock options to purchase 2.9million shares of common stock granted was $3.46 per share. As of December 31, 2018, there were 2.9 million non-vested stock options and unrecognizedcompensation expense of approximately $9.0 million is expected to be recognized over a weighted-average period of 3.6 years.F-21IndexA summary of the stock option activity during the year ended December 31, 2018 is presented below: Number ofOptions Weighted-AverageExercise Price Weighted-AverageRemainingContractualTerm (Years) Weighted-AverageGrand DateFair Value Outstanding at December 31, 2017 - Granted 2,894,219 $10.00 $3.46 Exercised - Forfeited (13,000) $9.91 $3.43 Expired - Outstanding at December 31, 2018 2,881,219 $10.00 9.60 $3.47 The restricted stock units issued under the 2018 Plan to the Company’s independent directors vest on the one-year anniversary from the grant date. TheCompany recognized compensation expense for restricted stock units of $87.5 thousand for the year ended December 31, 2018, which is included in salariesand benefits in the consolidated statements of operations and comprehensive (loss) income. There were no forfeited or vested restricted stock units during2018. As of December 31, 2018, there was $122.5 thousand of unrecognized compensation expense for the restricted stock units. In addition to the grant ofrestricted stock units, each of the independent directors receives an annual cash retainer of $40 thousand for services as a director.Incentive UnitsInterwire LLC, the former parent company of Intermex, issued Class B, C and D incentive units to employees of the Company (collectively “incentive units”)in connection with the Stella Point acquisition (see Note 3). As these units were issued as compensation to the Company’s employees, the expense wasrecorded by the Company. In connection with the Merger, on the Closing Date, all unvested incentive units for Class B, C and D became fully vested andwere immediately recognized as share-based compensation expense.Share-based compensation expense recognized related to these incentive units and included in salaries and benefits in the consolidated statements ofoperations and comprehensive (loss) income, amounted to $4.7 million for the year ended December 31, 2018, and $1.8 million for the Successor period fromFebruary 1, 2017 through December 31, 2017. The performance conditions related to the Class C and D units were not considered probable of being achievedprior to the Merger, and therefore, no compensation was recognized for all prior periods. Subsequent to this settlement, all incentive units ceased to exist.Share-based compensation of $2.9 million for the Predecessor period from January 1, 2017 through January 31, 2017 primarily included the expenseassociated with stock options and restricted awards that vested due to the Stella acquisition.Incentive units authorized and issued during the Successor period from February 1, 2017 through December 31, 2017 consisted of the following:Incentive Units Authorized Units IssuedFebruary 2017 Units IssuedSeptember 2017 Class B 10,000,000 9,055,000 665,000 Class C 5,000,000 4,527,500 332,500 Class D 5,000,000 4,527,500 332,500 The grant date fair value of the incentive units was calculated using the Monte Carlo Simulation. This approach derives the fair value of the incentive unitsbased on certain assumptions related to expected volatility, expected term, risk-free interest rate and dividend yield. Expected volatilities were based onobserved volatilities of similar publicly-traded companies, and the expected term was based on a formula that considers the vesting terms and the originalcontract term of the incentive unit awards. The risk-free rate was based on the U.S. Treasury yield curve, and the selected dividend yield assumption wasdetermined in view of Interwire LLC’s historical and estimated dividend payout. The following were the assumptions used in calculating the fair value of theunits at the grant dates:F-22Index Units IssuedFebruary 2017 Units IssuedSeptember 2017 Expected dividend yield 0.0% 0.0%Expected volatility 46.9% 47.4%Risk-free interest rate 2.1% 1.9%Expected term (in years) 6 5.8 The grant date fair value per unit for each class of incentive unit for the Successor period from February 1, 2017 to December 31, 2017 were as follows:Incentive Units Per Unit AmountFebruary 2017Issuance Per Unit AmountSeptember 2017Issuance Class B $0.4872 $0.4948 Class C $0.2077 $0.2126 Class D $0.1485 $0.1535 The number of units and the weighted-average grant date fair value for the incentive units were as follows: Number ofClass B Units Weighted-AverageGrant DateFair Value Number ofClass C Units Weighted-AverageGrant DateFair Value Number ofClass D Units Weighted-AverageGrant DateFair Value Granted during the Successor Period 9,720,000 $0.4878 4,860,000 $0.2080 4,860,000 $0.1489 Vested (1,944,000) 0.4878 - - - - Forfeited (304,000) 0.4872 (190,000) 0.2077 (190,000) 0.1485 Outstanding at December 31, 2017 7,472,000 0.4879 4,670,000 0.2080 4,670,000 0.1489 Granted 410,000 0.4948 205,000 0.2126 205,000 0.1535 Vested (7,882,000) 0.4883 (4,875,000) 0.2082 (4,875,000) 0.1491 Outstanding at December 31, 2018 - $- - $- - $- During the year ended December 31, 2016, the Company recognized $62.6 thousand of compensation expense related to restricted stock grants from aprevious plan in the Predecessor Company, which is included in salaries and benefits in the consolidated statements of operations and comprehensive (loss)income.Dividend DistributionsDuring the Successor period from February 1, 2017 through December 31, 2017, the Company distributed $20.2 million in cash dividends to its stockholder.The dividends were distributed out of the cash proceeds from the term loan entered into in August 2017 discussed in Note 8 and were recorded as a reductionto additional paid-in capital. During the Predecessor year ended December 31, 2016, the Company distributed $1.3 million in cash dividends to itsstockholders. The dividends were distributed from cash proceeds of its term loan. There were no dividend distributions during the year ended December 31,2018 and the Predecessor period from January 1, 2017 through January 31, 2017.F-23IndexNOTE 12 – LOSS PER SHAREBasic loss per share is calculated by dividing net (loss) income for period by the weighted-average number of common shares outstanding for each period. Incomputing dilutive loss per share, basic loss per share is adjusted for the assumed issuance of all applicable potentially dilutive warrants and share-basedawards, including common stock options and restricted stock.Below are basic and diluted net loss per share for the periods indicated: Year EndedDecember 31,2018 Period fromFebruary 1, 2017to December 31,2017 Net loss for basic and diluted loss per common shares (in thousands) (7,244) (10,174) Shares: Weighted-average common shares outstanding – basic and diluted 25,484,386 17,227,682 Net loss per common share - basic and diluted $(0.28) $(0.59)The computation of diluted loss per share above excludes the effect of 2.9 million options to purchase shares of the Company’s common stock, 21.2 thousandrestricted stock units and 9.0 million warrants underlying shares of Company stock from diluted weighted-average shares outstanding for the year endedDecember 31, 2018 because the inclusion of these would be anti-dilutive. There were no outstanding options to purchase shares of Company stock orwarrants underlying shares of Company stock for the Successor period from February 1, 2017 through December 31, 2017.NOTE 13 - INCOME TAXESThe provision (benefit) for income taxes consists of the following (in thousands): Successor Company Predecessor Company Year EndedDecember 31,2018 Period fromFebruary 1, 2017to December 31,2017 Period fromJanuary 1, 2017to January 31,2017 Year EndedDecember 31,2016 Current tax provision: Foreign $212 $164 $11 $184 Federal 1,283 - - - State 182 - - 181 Total Current 1,677 164 11 365 Deferred tax provision (benefit): Federal 93 596 (1,792) 4,537 State 98 (226) (422) (818)Total deferred 191 370 (2,214) 3,719 Total tax provision (benefit): $1,868 $534 $(2,203) $4,084 F-24IndexA reconciliation between the income tax provision (benefit) at the U.S. statutory tax rate and the Company’s income tax provision (benefit) on theconsolidated statements of operations and comprehensive (loss) income is below (in thousands): Successor Company Predecessor Company Year EndedDecember 31,2018 Period fromFebruary 1, 2017to December 31,2017 Period fromJanuary 1, 2017to January 31,2017 Year EndedDecember 312016 Loss before income taxes $(5,376) $(9,640) $(5,521) $13,484 US statutory tax rate 21% 34% 34% 34%Income tax (benefit) expense at statutory rate (1,129) (3,277) (1,877) 4,585 State tax expense (benefit), net of federal 145 (182) (279) 575 Foreign tax rates different from US statutory rate 146 95 (46) 124 Non-deductible expenses 1,978 3,309 1 (59)Write-off of transaction costs 321 - - - Write-off of net operating losses 314 - - - Change in tax rate 76 604 - (1,070)Other 17 (15) (2) (71)Total tax provision (benefit) $1,868 $534 $(2,203) $4,084 As presented in the income tax reconciliation above, the tax provision (benefit) recognized on the consolidated statements of operations and comprehensive(loss) income was impacted by state taxes, non-deductible expenses, such as share-based compensation expense, transaction costs and foreign tax ratesapplicable to the Company’s foreign subsidiaries that are higher or lower than the U.S. statutory rate. The effective tax rate for the Successor period fromFebruary 1, 2017 through December 31, 2017 is also affected by a reduction in the corporate tax rate from 34% to 21% as a result of the Act. For thePredecessor year ended December 31, 2016, the Company recorded an income tax benefit of approximately $1.1 million as a result of changes to the blendedstate tax rate. The Company is subject to tax in various U.S. state jurisdictions. Changes in the annual allocation and apportionment of the Company’sactivity amongst these state jurisdictions results in changes to the blended state rate utilized to measure the Company’s deferred tax assets and liabilities.F-25IndexDeferred tax assets and liabilities are recognized for the expected tax consequences of temporary differences between the book and tax bases of theCompany's assets and liabilities. The following table outlines the principal components of the deferred tax assets and liabilities as of December 31 (inthousands): 2018 2017 Deferred tax assets Net operating losses $7,567 $10,583 Allowance for doubtful accounts 287 212 Transaction Costs - 533 Alternative minimum tax credit - 272 Interest expense carryforwards 2,525 - Share-based compensation 294 - Accrued compensation 281 - Other 213 72 Total deferred tax assets 11,167 11,672 Deferred tax liabilities Property and equipment (1,134) (500)Intangible assets (7,766) (9,423)Total deferred tax liabilities (8,900) (9,923) Net deferred tax asset $2,267 $1,749 At December 31, 2018 of the Successor period, the Company had Federal and State net operating loss carryforwards of approximately $29.1 million and$31.5 million, respectively, which are available to reduce future taxable income. With few exceptions, these net operating loss carryforwards will expire from2029 through 2037. On February 1, 2017, the Company was acquired by Stella Point. On July 26, 2018, the Company consummated the Merger with FinTech(see Note 3). These transactions were considered changes of ownership under Internal Revenue Code Section 382. After the changes of ownership, utilizationof the Company’s net operating loss carryforwards is now subject to an annual limitation. The Company has recorded a deferred tax asset for only the portionof its net operating loss carryforward that it expects to realize before expiration.In 2018, FinTech Acquisition Corp II was notified by the IRS that its 2017 federal income tax return was selected for examination. The Company hascomplied with all information requests to date. As of December 31, 2018, no amounts for tax, interest, or penalties have been paid or accrued as a result of thisexamination.In accordance with criteria under FASB guidance, Income Taxes, a valuation allowance is recorded to reduce the carrying amounts of deferred tax assetsunless it is more likely than not that such assets will be realized. After consideration of all evidence, both positive and negative, management has determinedthat no valuation allowance is required at December 31, 2018, December 31, 2017 of the Successor period and at December 31, 2016 of the Predecessorperiod.On December 22, 2017, the U.S. enacted tax reform legislation known as H.R. 1, commonly referred to as the “Tax Cuts and Jobs Act” (the “Act”), resulting insignificant modifications to existing law. Due to the timing of the Act and the complexity involved in applying the provisions of the Act, the Company madea reasonable estimate of the effects and recorded provisional amounts in the fourth quarter of 2017, which primarily included the impact of theremeasurement of the Company’s deferred tax balances to reflect the change in the corporate tax rate. As a result of the changes to tax laws and tax rates underthe Act, the Company reduced its deferred tax asset as of December 31, 2017 by $0.6 million. All changes to the tax code that are effective as of January 1,2018 have been applied by the Company in computing its income tax expense for the year ended December 31, 2018. Additional guidance issued by the U.S.Treasury Department, the IRS, and other standard-setting bodies may materially impact the provision for income taxes and effective tax rate in the period inwhich the guidance is issued.F-26IndexNOTE 14 - COMMITMENTS AND CONTINGENCIESLeasesThe Company is a party to leases for office space, warehouses and company-operated store locations. Rent expense under all operating leases, included inother selling, general and administrative expenses in the consolidated statements of operations and comprehensive (loss) income, amounted to approximately$1.8 million and $1.6 million for the year ended December 31, 2018 and for the Successor period from February 1, 2017 through December 31, 2017,respectively, and approximately $0.1 million and $1.5 million for the Predecessor periods from January 1, 2017 through January 31, 2017 and the year endedDecember 31, 2016, respectively.In April 2018, the Company renegotiated its corporate lease to extend the term through November 2025. At December 31, 2018, future minimum rentalpayments required under operating leases for the next five years and thereafter are as follows (in thousands):2019 $1,425 2020 1,173 2021 1,002 2022 834 2023 790 Thereafter 1,438 $6,662 LitigationThe Company is subject to legal proceedings and claims that have arisen in the ordinary course of its business and have not been finally adjudicated.Although there can be no assurance as to the ultimate disposition of these matters, it is the opinion of the Company’s management, based upon theinformation available at this time, that the expected outcome of these matters, both individually or in the aggregate, will not have a material adverse effect oneither the results of operations or financial condition of the Company.ContingenciesThe Company operates in 50 U.S. states and two territories. Money transmitters and their sending agents are under regulation by State and Federal laws.Violations may result in civil or criminal penalties or a prohibition from providing money transfer services in a particular jurisdiction. It is the opinion of theCompany’s management, based on information available at this time, that the expected outcome of regulatory matters will not have a material adverse effecton either the results of operations or financial condition of the Company.On August 28, 2018, the Company received a notice from the Staff of the Listing Qualifications Department of The Nasdaq Stock Market LLC ("Nasdaq")indicating that, based upon the Company's non-compliance with the minimum number of round lot holders for the listing of its common stock and warrantson The Nasdaq Capital Market, as set forth in Nasdaq Listing Rules 5550(a)(3) and 5515(a)(4), respectively, the Company's common stock and warrants maybe subject to delisting from Nasdaq unless the Company timely requests a hearing before a Nasdaq Hearings Panel (the "Panel").On October 29, 2018, the Company received a notice from Nasdaq (the “Nasdaq Notice”) informing the Company that it has met the listing requirements withrespect to its common stock and that the Company’s common stock will continue to be listed and trade on The Nasdaq Capital Market under the symbol“IMXI.” Additionally, the Nasdaq Notice informed the Company that it had not demonstrated compliance with the warrant listing requirements. TheCompany has withdrawn its request for a hearing before the Panel with respect to the warrant listing requirements. Accordingly, the Nasdaq Notice informedthe Company that the Panel had determined to delist the Company’s warrants and suspend the trading of the warrants from The Nasdaq Capital Marketeffective as of the open of business on October 31, 2018. As of December 31, 2018, the warrants are being traded in the Over-The-Counter market under thesame symbol.F-27IndexNOTE 15 – DEFINED CONTRIBUTION PLANThe Company has a defined contribution plan available to most of its employees, where the Company makes contributions to the plan based on employeecontributions. Total employer contribution expense included in other selling, general and administrative expenses in the consolidated statements ofoperations and comprehensive (loss) income was approximately $115.2 thousand and $96.6 thousand for the year ended December 31, 2018 and Successorperiod from February 1, 2017 through December 31, 2017, respectively, and approximately $10.0 thousand and $70.1 thousand for the Predecessor periodsfrom January 1, 2017 through January 31, 2017 and year ended December 31, 2016, respectively.F-28IndexNOTE 16 – QUARTERLY FINANIAL INFORMATION (UNAUDITED)Summarized quarterly results or the year ended December 31, 2018, the Successor Period of February 1, 2017 through December 31, 2017 and PredecessorPeriod of January 1, 2017 through January 31, 2017 were as follows (in thousands, except per share data): Successor Company 2018 by Quarter: Q1 Q2 Q3 Q4 Year EndedDecember 31,2018 Revenues $55,956 $70,379 $72,508 $75,058 $273,901 Operating expenses 53,419 64,319 74,918 68,173 260,829 Operating income (loss) 2,537 6,060 (2,410) 6,885 13,072 Interest expense 3,284 3,392 3,434 8,338 18,448 (Loss) income before income taxes (747) 2,668 (5,844) (1,453) (5,376)Income tax (benefit) provision (207) 824 7,569 (6,318) 1,868 Net (loss) income $(540) $1,844 $(13,413) $4,865 $(7,244)(Loss) earnings per share: Basic $(0.03) $0.11 $(0.43) $0.13 $(0.28)Diluted $(0.03) $0.11 $(0.43) $0.13 $(0.28)Weighted-average shares outstanding: Basic 17,227,682 17,227,682 30,975,338 36,182,783 25,484,386 Diluted 17,227,682 17,227,682 30,975,338 36,572,071 25,484,386 2017 by Quarter: Predecessor Company Successor Company Period fromJanuary 1, 2017 toJanuary 31, 2017 Period FromFebruary 1, 2017to March 31, 2017 Q2 Q3 Q4 Period FromFebruary 1, 2017to December 31,2017 Revenues $14,425 $31,601 $53,777 $56,393 $59,268 $201,039 Operating expenses 19,332 36,987 50,140 52,546 59,558 199,231 Operating (loss) income (4,907) (5,386) 3,637 3,847 (290) 1,808 Interest expense 614 1,375 2,120 4,612 3,341 11,448 (Loss) income before income taxes (5,521) (6,761) 1,517 (765) (3,631) (9,640)Income tax (benefit) provision (2,203) 1,000 244 (191) (519) 534 Net (loss) income $(3,318) $(7,761) $1,273 $(574) $(3,112) $(10,174)(Loss) earnings per share: Basic and Diluted $(0.45) $0.07 $(0.03) $(0.18) $(0.59)Weighted-average shares outstanding: Basic and Diluted 17,227,682 17,227,682 17,227,682 17,227,682 17,227,682 F-29IndexITEM 9.CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURENone.ITEM 9A.CONTROLS AND PROCEDURESEvaluation of Disclosure Controls and ProceduresWe maintain disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, asamended (the “Exchange Act”)) that are designed to ensure that information required to be disclosed in our reports filed pursuant to the Exchange Act isrecorded, processed, summarized and reported within the time periods specified in the SEC’s rules, regulations and related forms, and that such information isaccumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timelydecisions regarding required disclosure.A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the controlsystem are met. Because of inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues, if any,within an organization have been detected. Accordingly, our disclosure controls and procedures are designed to provide reasonable, not absolute, assurancethat the objectives of our disclosure control system are met.As required by Rules 13a-15 and 15d-15 under the Exchange Act, our Chief Executive Officer and Chief Financial Officer carried out an evaluationof the effectiveness of our disclosure controls and procedures as of December 31, 2018. Based on their evaluation, the Company’s principal executive officerand principal financial officer concluded that the Company’s disclosure controls and procedures were effective and operating to provide reasonableassurance that material information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarizedand reported within the time periods specified in the SEC’s rules and forms, including ensuring that such material information is accumulated andcommunicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regardingrequired disclosure, as of December 31, 2018.In 2017, Intermex Holdings identified two material weaknesses relating to amortization of intangible assets and deferred tax utilization analysis. Asa result, we restated our 2016 financial statements to correct the 2017 errors and have determined that the two material weaknesses are non-recurring innature. Since then, management has developed and implemented a remediation plan in 2018, which included implementing specific policies and proceduresthat clearly delineate the respective roles, responsibilities and tasks over the review of non-recurring transactions. In addition, the Company has establishedroles and responsibilities, as well as policies for consultation with tax or other specialists. The Company believes that the remediation efforts described havestrengthened Intermex’s internal control over financial reporting and its disclosure controls and procedures. Based on the implementation of the remediationplan described above and the non-recurring nature of these material weaknesses, management has concluded that the two material weaknesses in internalcontrol over financial reporting and reported in the Current Report on Form 8-K filed on August 1, 2018 have been remediated as of December 31, 2018.Based upon their evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, our disclosure controls and procedures were effective ata reasonable level of assurance as of December 31, 2018.Changes in Internal Control Over Financial ReportingThis Annual Report on Form 10-K does not include a report of management's assessment regarding internal control over financial reporting pursuantto guidance furnished by the staff of the SEC’s Division of Corporation Finance that, with respect to a reverse acquisition between an issuer and a privateoperating company where the private operating company is the accounting survivor, the issuer may exclude management’s assessment of internal controlover financial reporting in the Form 10-K covering the fiscal year in which the transaction was consummated. Due to the timing of the consummation of theMerger, management did not have adequate time to conduct a full assessment of its internal control over financial reporting and, in reliance on the staff’sguidance, has excluded its assessment in this Annual Report on Form 10-KThis Annual Report on Form 10-K also does not include an attestation report of the company's registered independent public accounting firm onmanagement’s assessment regarding internal control over financial reporting due to the exemption from such requirements established by rules of the SEC foremerging growth companies.ITEM 9B.OTHER INFORMATIONNone.49IndexPART IIIITEM 10.DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCEBoard of DirectorsOur board of directors (“Board of Directors” or “Board”) is presently fixed at eight directors in accordance with the Company’s bylaws. The Board ofDirectors is divided into three classes designated Class I, Class II and Class III. One class of directors is elected at each annual meeting of our stockholders fora term of three years. Each director holds office until his or her successor has been duly elected and qualified, or the director’s earlier resignation, death orremoval. The term of the Board’s Class I directors expires at the 2019 annual meeting of stockholder. The term of the Board’s Class II directors expires at the2020 annual meeting of stockholders and the term of the Board’s Class III expires at the 2021 annual meeting of stockholders.Set forth below are the name and age of each of the directors of the Company, positions with the Company, term of office as a director of theCompany, business experience during the past five years or more, and additional biographical data as of March 15, 2019.NameAge Position Director SinceDirector ClassRobert Lisy61 Chief Executive Officer, President and Chairman of theBoard of Directors 2018 Adam Godfrey56 Director 2018 Kurt Holstein58 Director 2018 Robert Jahn38 Director 2018 Stephen Paul51 Director 2018 Michael Purcell61 Director 2018 John Rincon53 Director 2018 Justin Wender49 Director 2018 Robert Lisy has served as a director of International Money Express, Inc. since 2018. Mr. Lisy served as a director of International Money ExpressSub 2, LLC’s predecessor entities from 2009 to 2018. Mr. Lisy is the Chief Executive Officer, President, and Chairman of the board of directors ofInternational Money Express, Inc. and its predecessors, which he joined in 2009. Mr. Lisy has 17 years of experience in the retail financial services andelectronic payment processing industry in various positions, including four years as the Chief Marketing and Sales Officer of Vigo Remittance Corp., amoney transfer and bill payments service in the United States and internationally, and over seven years at Western Union in various sales, marketing andoperational positions of increasing responsibility. Mr. Lisy was a founding partner of Direct Express/Paystation America, which offered, among other things,prepaid debit cards to federal benefit recipients, where he served as Chief Operating Officer and on the board of directors. He was an integral part in the effortsto successfully sell Direct Express in 2000 to American Payment Systems. Mr. Lisy holds a bachelor’s degree from Cleveland State University. We believethat Mr. Lisy’s experience as the Chairman and Chief Executive Officer of Intermex coupled with his extensive operational experience in the retail financialservices and remittance industries make him well qualified to serve as a Director.Adam Godfrey has served as a director of International Money Express, Inc. since 2018. Mr. Godfrey served as a director of Intermex’s predecessorentity from 2006 to 2017. Mr. Godfrey is a Managing Partner of Stella Point Capital, which he co-founded in 2012. Stella Point Capital is a New York-basedprivate equity firm focused on industrial, consumer and business services investments. Mr. Godfrey is an investment professional and has sourced andmanaged numerous investments for Stella Point Capital. Previously, Mr. Godfrey spent nearly 19 years with Lindsay Goldberg and its predecessor entities,which he joined in 1992. Mr. Godfrey was a Partner at the firm and served on the board of directors of 12 portfolio companies during his time with LindsayGoldberg. Currently, he serves on the board of directors of First American Payment Systems Holdings, Inc., Rightpoint Consulting LLC, Vereco Holdings,LLC, American Orthodontics Corporation, and publicly traded Schneider National, Inc., on which he currently also serves as a member of the auditcommittee. Mr. Godfrey holds a bachelor’s degree from Brown University and a master’s degree in business administration from the Tuck School of Businessat Dartmouth. We believe that Mr. Godfrey’s extensive investment management and transactional experience coupled with his experience serving on boardsof directors make him well qualified to serve as a Director.Kurt Holstein joined the Board of Directors in 2018 upon completion of the Merger. Mr. Holstein is President of Azoic Ventures, Inc., an investmentvehicle and advisory firm which he founded in 2011. Mr. Holstein co-founded Rosetta Marketing Group, which became one of the 5 largest independentdigital agencies in the United States prior to its sale to a public company in 2011, where he served in various roles, including Chief Compliance Officer,President and Vice Chairman, and lead the execution of Rosetta’s significant acquisitions, financing rounds, and the sale of the firm. Previously, Mr. Holsteinspent 16 years at Procter & Gamble with positions of increasing responsibility in management systems and brand management. Mr. Holstein serves on theboards of directors of several privately held companies, including Rightpoint Consulting LLC, 1-800 Contacts, 24 Hour Fitness, Brand Networks, and ThePiseco Company. Mr. Holstein holds a bachelor’s degree from Cornell University. We believe that Mr. Holstein’s extensive operational and transactionalexperience coupled with his experience serving on boards of directors make him well qualified to serve as a Director.50IndexRobert Jahn has served as a director of International Money Express, Inc. since 2018. Mr. Jahn is a Managing Director of Stella Point Capital, whichhe joined in 2012. Stella Point Capital is a New York-based private equity firm focused on industrial, consumer and business services investments. Mr. Jahnis an investment professional and has executed and managed numerous investments for Stella Point Capital. Previously, Mr. Jahn spent nearly six years withLindsay Goldberg and its predecessor entities, which he joined in 2004, where he executed and managed numerous investments and served on the board ofdirectors of one portfolio company and as a board observer on several others. Currently, he serves on the board of directors of Rightpoint Consulting LLC,Vereco Holdings, LLC, and is a board observer at First American Payment Systems Holdings, Inc. Mr. Jahn holds a bachelor’s degree from Yale Universityand a master’s degree in business administration from the Wharton School at the University of Pennsylvania. We believe that Mr. Jahn’s investmentmanagement and transactional experience make him well qualified to serve as a Director.Stephen Paul has served as a director of International Money Express, Inc. since 2018. Mr. Paul served as a director of Interwire LLC from 2017 to2018. Mr. Paul has been a Managing Principal of Laurel Crown Partners, LLC, a private investment company, for more than five years and prior to that was aVice President of Business Development at eToys, Inc. and an Associate at Donaldson, Lufkin and Jenrette, Inc. He became a President of The Louis BerkmanInvestment Company, a private investment company, in 2013. Mr. Paul serves on several boards of directors including publicly traded Ampco-PittsburghCorporation, Pittsburgh Steelers Sports, Inc., Kova International and Five Four, Inc. Mr. Paul holds a bachelor’s degree from Cornell University and a master’sdegree in business administration from Harvard Business School. We believe that Mr. Paul’s extensive investment management and transactional experiencecoupled with his experience serving on boards of directors make him well qualified to serve as a Director.Michael Purcell joined the board of directors in 2018 upon completion of the Merger. Mr. Purcell is a certified public accountant and became anindependent business consultant following retirement in 2015. Mr. Purcell spent more than 36 years with Deloitte, where he was an audit partner and thePhiladelphia office leader of Deloitte’s middle-market and growth enterprise services. Mr. Purcell has served on the boards of directors of numerouscompanies and organizations, and currently serves as a director and member of the audit committee of Tabula Rasa Healthcare, Inc., CFG Community Bank,Hyperion Bank, McKean Defense Group and several other for-profit and non-profit entities. He is a member of the American Institute of Certified PublicAccountants and a former President of the Philadelphia Chapter of the Pennsylvania Institute of Certified Public Accountants. Mr. Purcell holds a bachelor’sdegree from Lehigh University and a master’s degree in business administration from Drexel University. We believe that Mr. Purcell’s extensive publicaccounting experience coupled with his experience serving on boards of directors make him well qualified to serve as a Director.John Rincon has served as a director of International Money Express, Inc. since 2018. Mr. Rincon served as a director of Intermex’s predecessorentity from 1994 to 2017. Mr. Rincon founded Intermex Wire Transfer, LLC in 1994 and served as its Chairman and President until 2006. Mr. Rincon hasmore than 20 years of experience in the money remittance and telecommunications industries, having held various management and supervisory positionsprior to founding Intermex. Mr. Rincon is the Chairman of Rincon Capital Partners, a private investment firm which he founded in 2007. We believe that Mr.Rincon’s experience as Intermex’s founder coupled with his extensive operational and transactional experience in the money remittance industry make himwell qualified to serve as a Director.Justin Wender has served as a director of International Money Express, Inc. since 2018. Mr. Wender served as a director of Interwire LLC from 2017to 2018. Mr. Wender is a Managing Partner of Stella Point Capital, which he co-founded in 2012. Stella Point Capital is a New York-based private equity firmfocused on industrial, consumer and business services investments. Mr. Wender is an investment professional and has sourced and managed numerousinvestments for Stella Point Capital. Mr. Wender serves as trustee of the Weitz Funds. Previously, Mr. Wender spent more than 17 years at Castle Harlan,which he joined in 1993. Mr. Wender served as President of the firm from 2006 to 2010, led the effort of raising two funds, and served on the board ofdirectors of 11 portfolio companies during his time with Castle Harlan. Currently, he serves on the board of directors of First American Payment SystemsHoldings, Inc. Rightpoint Consulting LLC, and Vereco Holdings, LLC, as well as on the boards of several educational and charitable organizations. Mr.Wender holds a bachelor’s degree from Carleton College and a master’s degree in business administration from the Wharton School at the University ofPennsylvania. We believe that Mr. Wender’s extensive investment management and transactional experience coupled with his experience serving on boardsof directors make him well qualified as a Director.Relationships and ArrangementsThere is no family relationship between any of Company’s directors or executive officers. There are no arrangements between any director of theCompany and any other person pursuant to which he/she was, or will be, selected as a director.Section 16(a) Beneficial Ownership Reporting ComplianceSection 16(a) of the Exchange Act requires our directors and executive officers, and persons who beneficially own more than 10% of a registeredclass of our equity securities, to file with the SEC initial reports of ownership and reports of changes in ownership of our common stock and other equitysecurities. Such persons are required by SEC regulations to furnish us with copies of all Section 16(a) forms they file. Specific due dates for these reports havebeen established, and the Company is required to report any failure to comply therewith during the fiscal year ended December 31, 2018. To our knowledge,based solely on a review of the copies of such reports furnished to us and written representations that no other reports were required, all Section 16(a) filingrequirements were complied with in a timely manner during the fiscal year ended December 31, 2018.51IndexCode of Business Conduct and EthicsWe have adopted a code of business conduct and ethics for our directors, officers, employees and certain affiliates in accordance with applicablefederal securities laws, a copy of which is available on the Company’s website at www.intermexonline.com. If we amend or grant a waiver of one or more ofthe provisions of our Code of Business Conduct and Ethics, we intend to satisfy the requirements under Item 5.05 of Form 8-K regarding the disclosure ofamendments to or waivers from provisions of our Code of Business Conduct and Ethics that apply to our principal executive officer, principal financialofficer and principal accounting officer by posting the required information on the Company’s website at www.intermexonline.com. The information foundon the website is not part of this Form 10-K.Audit CommitteeOur Audit Committee consists of Messrs. Purcell, Holstein and Rincon, with Mr. Purcell serving as the Chairman. We believe that Messrs. Purcell,Holstein and Rincon meet the independent director standards for audit committee members under Nasdaq’s listing rules and under Rule 10A-3(b)(1) of theExchange Act. The Audit Committee will at all times be composed exclusively of independent directors who are “financially literate” as defined underNasdaq’s listing rules. The Nasdaq listing rules define “financially literate” as being able to read and understand fundamental financial statements, includinga company’s balance sheet, income statement and cash flow statement. In addition, the Company is required to certify to Nasdaq that the committee has, andwill continue to have, at least one member who has past employment experience in finance or accounting, requisite professional certification in accounting,or other comparable experience or background that results in the individual’s financial sophistication. We have determined that Mr. Purcell satisfies Nasdaq’sdefinition of financial sophistication and also qualifies as an “audit committee financial expert,” as defined under rules and regulations of the SEC.ITEM 11.EXECUTIVE COMPENSATIONOverviewAs an emerging growth company, Intermex has opted to comply with the executive compensation rules applicable to “smaller reporting companies,”as such term is defined under the Securities Act, which require compensation disclosure for Intermex’s principal executive officer and the next two mosthighly-compensated executive officers.The tabular disclosure and discussion that follow describe Intermex’s executive compensation program during the most recently completed fiscalyear ended December 31, 2018, with respect to Intermex’s named executive officers as of December 31, 2018, including: Robert Lisy, Intermex’s Presidentand Chief Executive Officer; Tony Lauro II, Intermex’s Chief Financial Officer; and Randy Nilsen, Intermex’s Chief Sales Officer (collectively, Intermex’s“named executive officers”).52IndexSummary Compensation TableThe following table sets forth the compensation paid to the named executive officers (the “NEOs”) that is attributable to services performed duringfiscal years 2017(1) and 2018.Name andPrincipal PositionYear Salary($) Bonus($)(2) NonequityIncentive PlanCompensation($)(3) All OtherCompensation($)(4) Total($) Robert Lisy(5)2018 $627,082 $1,645,000 $295,000 $83,655 $2,650,737 President and Chief Executive Officer2017 $579,167 $500,000 $445,000 $1,834,550 $3,358,717 Tony Lauro II2018 $254,991 $117,723 $85,532 $50,000 $508,246 Chief Financial Officer2017 N/A N/A N/A N/A N/A Randy Nilsen2018 $249,517 $696,054 $90,075 $14,102 $1,049,748 Chief Sales Officer2017 $261,655 - $148,859 $109,000 $519,514 (1)All information in this table related to salary, bonus, nonequity incentive plan compensation, and all other compensation during fiscal year 2017 reflectsfinancial information of the Company prior to the Merger.(2)The amount set forth above includes transaction bonuses paid in connection with the Merger in the amounts of $1.5 million (for Mr. Lisy), $100thousand (for Mr. Lauro) and $646 thousand (for Mr. Nilsen).(3)The amounts included in the “Nonequity Incentive Plan Compensation” column reflect the named executive officers’ quarterly and annual performancebonuses earned in respect of fiscal year 2018, which were based on performance targets for fiscal year 2018 as described below in “Annual CashIncentive Awards” and were paid in quarterly installments, with the final payment being made on February 1, 2019.(4)For Mr. Lisy, the amount set forth above includes (x) an allowance to Mr. Lisy in the amount of $80 thousand for the rental and cleaning services of anapartment in the Miami, Florida area, and (y) matching contributions under our 401(k) retirement savings, in the amount of $4 thousand. For Mr. Lauro,the amount set forth above includes a relocation bonus of $50 thousand. For Mr. Nilsen, the amount set forth above includes (x) $12 thousand inreimbursements for car-related costs.(5)Under the terms of Mr. Lisy’s employment agreement, he was entitled to a guaranteed bonus of $959 thousand for performance in 2018 in connectionwith the signing of the Merger Agreement.Annual Cash Incentive AwardsWe maintained the Employee Incentive Bonus Plan (the “Bonus Plan”) in which all employees, including the named executive officers, participate.Under the terms of the Bonus Plan, an annual, cash-based, incentive plan, fifty percent (50%) of the payments are paid quarterly and fifty percent (50%) of thepayments are paid annually. Bonus payments are determined based on completion of certain individualized performance objectives, varying bycategory/position, and Intermex-wide Adjusted EBITDA targets with each employee’s target bonus amount, expressed generally as a percentage of theemployee’s base salary (including, as of December 31, 2018, targets of 46% (for Mr. Lisy), 35.4% (for Mr. Lauro) and 31.8% (for Mr. Nilsen)). In order for anypayments to be made under the Bonus Plan, we must achieve at least 90% of a previously approved annual Adjusted EBITDA target and payout with respectto the Adjusted EBITDA component is capped at 100% of target for the annual portion of the bonus program. For 2018, performance metrics for Mr. Lisyconsisted of 100% on achievement of the Adjusted EBITDA goal. For 2018 performance metrics for Mr. Nilsen and Mr. Lauro consisted of the AdjustedEBITDA goal (weighted 40%), and specific, individually agreed performance metrics (the “Individual Goals”) (weighted 60%). The Individual Goals areevaluated on a quarterly basis. For Mr. Nilsen, his Individual Goals are tied to his role as Chief Sales Officer, and are specifically measured based on actualgross margin sales versus budget for each quarter. For each quarter in 2018, Mr. Nilsen achieved between 101% to 111% of the applicable gross margin salesquarterly budget. For Mr. Lauro, his Individual Goals are based on the following factors: (i) reduction in our cash/deposit ratio (weighted 20%), (ii) reducingour financing costs (weighted 50%), and (iii) reduction of bank fees and related charges (weighted 30%) For each quarter in 2018, Mr. Lauro’s level ofachievement of his Individual Goals ranged from 100% to 103% of the applicable goal. Any achievement over 100% of the Adjusted EBITDA goal results inpayments under the stretch bonus portion of the Bonus Plan. For 2018, the target Adjusted EBITDA for purposes of the Bonus Plan was $40.1million andIntermex achieved an Adjusted EBITDA of approximately $47.1 million, which resulted in payments that were 65% over budget for the Adjusted EBITDAcomponent of the bonus. Therefore, aggregate payout amounts for 2018 reflect an additional “stretch bonus” based on the achievement of over 100% of theAdjusted EBITDA target as well as over 100% of individual performance goals (for Mr. Lisy, Mr. Lauro and Mr. Nilsen).53IndexEmployment AgreementsEach of our named executive officers is a party to an employment agreement with the Company, summarized below.President and Chief Executive Officer (Robert Lisy)On December 19, 2017, Intermex entered into an amended and restated employment agreement (the “CEO Employment Agreement”) with Mr. Lisyfor the position of President and Chief Executive Officer, pursuant to which the term commenced on January 1, 2018 and will expire on January 1, 2021,subject to automatic two-year extensions unless either Intermex or Mr. Lisy provides at least 90 days’ written notice to the other of intent not to renew theterm. The CEO Employment Agreement replaced prior employment agreements between Mr. Lisy and Intermex. The CEO Employment Agreement providesfor a base salary of $600,000 per year until June 1, 2018, at which time Mr. Lisy will receive a base salary of $650,000 per year, subject to increase at thediscretion of the board of directors. Effective January 1, 2019, Mr. Lisy’s base salary was increased to $725,000. Mr. Lisy is also eligible to earn an annualbonus of up to $275,000 until June 1, 2018, at which time Mr. Lisy’s maximum annual bonus was increased to $300,000. Effective January 1, 2019, Mr.Lisy’s maximum annual bonus was increased to $363,000. Seventy-five percent of Mr. Lisy’s annual bonus is based on achievement by Intermex of itsbudgeted EBITDA for the applicable fiscal year of Intermex as approved by the board of directors in its reasonable discretion and twenty-five percent of Mr.Lisy’s annual bonus is based on the individual performance of Mr. Lisy relative to such criteria as may be reasonably agreed to by the board of directors andMr. Lisy at the beginning of the applicable bonus period. The actual bonus paid to Mr. Lisy is based on the achievement of target bonus criteria asdetermined by the board of directors in its reasonable discretion. In addition, Mr. Lisy was entitled to a guaranteed bonus of $500,000 for the calendar year2017 in connection with the signing of the Merger Agreement, which was paid on January 15, 2018. Mr. Lisy is entitled to a grant of options to purchaseshares of common stock of FinTech Acquisition Corp. II equal to 3% of the fully diluted equity of FinTech Acquisition Corp. II, pursuant to the OmnibusPlan. In addition, Mr. Lisy is entitled to participate in the pool of options to purchase shares of common stock reserved for the management team followingthe consummation of the Merger, as well as any other awards or grants to which Mr. Lisy may be entitled as a director of Intermex.The CEO Employment Agreement also provides that Mr. Lisy is eligible to participate in all benefit programs (excluding severance, bonus,incentive or profit-sharing plans) offered by Intermex on the same basis as generally made available to other employees of Intermex and vacation andreimbursement benefits customary for a chief executive officer. In addition, Mr. Lisy is also entitled to the following benefits throughout the term of hisemployment: (a) car allowance; (b) apartment allowance in and/or around Miami, Florida; (c) if obtained by Intermex during the term of Mr. Lisy’semployment, the right to acquire and assume the premium payments under any life insurance policy held by Intermex upon termination of Mr. Lisy’semployment; and (d) reimbursement on or before the consummation of the Merger for all legal, accounting and tax advisory services rendered to Mr. Lisy inconnection with the CEO Employment Agreement, the Merger Agreement, and any other related matters and agreements. The CEO Employment Agreementsubjects Mr. Lisy to the following restrictive covenants: (i) non-solicitation of customers and employees of Intermex during employment and for two yearsthereafter; (ii) non-competition during employment and for two years thereafter; (iii) non-disclosure of confidential information for an unspecified duration;and (iv) mutual and perpetual non-disparagement. The CEO Employment Agreement also provides for severance upon certain terminations of employment,as described below under “—Potential Payments upon Termination or Change in Control.”Chief Financial Officer (Tony Lauro II)On October 22, 2018, Intermex entered into an employment agreement (the “CFO Employment Agreement”) with Mr. Lauro II for the position ofChief Financial Officer for an indefinite term beginning on October 22, 2018. The CFO Employment Agreement provides for a base salary of $310,000 peryear, subject to increase at the discretion of the board of directors. Effective January 1, 2019, Mr. Lauro’s base salary was increased to $330,000. The CFOEmployment Agreement also provides that Mr. Lauro is eligible to participate in Intermex’s annual incentive compensation plan and shall have theopportunity to earn a performance based bonus of up to $110,000. Effective January 1, 2019, Mr. Lauro’s annual bonus was increased to up to $116,000. Theamount of any annual bonus payable shall be determined by the board of directors in its discretion, and may be conditioned on the achievement of certainperformance goals established by the board of directors in its discretion, including the achievement of certain EBITDA results. Mr. Lauro is also eligible toparticipate in any benefit plans (excluding severance, bonus, incentive or profit-sharing plans, unless approved or determined by the board of directors in itsdiscretion) offered by Intermex as in effect from time to time on the same basis as generally made available to other employees of Intermex. In addition, Mr.Lauro is entitled to reimbursement and vacation benefits typical for a senior executive. The CFO Employment Agreement subjects Mr. Lauro to the followingrestrictive covenants: (i) non-solicitation of customers and employees of Intermex during employment and for three years thereafter; (ii) non-competitionduring employment and for nine months thereafter; (iii) non-disclosure of confidential information for an unspecified duration; and (iv) perpetual non-disparagement.54IndexFormer Chief Financial Officer (Darrell Ebbert)On February 1, 2017, Intermex entered into an amended and restated employment agreement (the “Former CFO Employment Agreement”) with Mr.Ebbert for the position of Chief Financial Officer for an indefinite term beginning on February 1, 2017. The Former CFO Employment Agreement replacedprior employment agreements between Mr. Ebbert and Intermex. The Former CFO Employment Agreement provided for a base salary of $243,258 per year(which was subsequently increased to $255,567), subject to increase at the discretion of the board of directors. The Former CFO Employment Agreement alsoprovided that Mr. Ebbert was eligible to participate in Intermex’s annual incentive compensation plan and had the opportunity to earn a performance basedbonus of up to 30% of his base salary. The amount of any annual bonus payable was determined by the board of directors in its discretion, and could beconditioned on the achievement of certain performance goals established by the board of directors in its discretion. Mr. Ebbert was also eligible to participatein any benefit plans (excluding severance, bonus, incentive or profit-sharing plans, unless approved or determined by the board of directors in its discretion)offered by Intermex as in effect from time to time on the same basis as generally made available to other employees of Intermex. In addition, Mr. Ebbert wasentitled to reimbursement and vacation benefits typical for a senior executive. The Former CFO Employment Agreement subjects Mr. Ebbert to the followingrestrictive covenants: (i) non-solicitation of customers and employees of Intermex during employment and for three years thereafter; (ii) non-competitionduring employment and for nine months thereafter; (iii) non-disclosure of confidential information for an unspecified duration; and (iv) perpetual non-disparagement.On March 10, 2018, Intermex and Mr. Ebbert entered into an Employment, Transition and Separation Agreement. Mr. Ebbert served as Intermex’sChief Financial Officer through March 15, 2018, at which time he began a 45-day transition period which ended on April 30, 2018 and Mr. Ebbert’semployment with Intermex ceased. Further information regarding this agreement is included under the section entitled “—Potential Payments uponTermination or Change in Control.”Chief Sales Officer (Randy Nilsen)On February 1, 2017, Intermex entered into an employment agreement (the “CSO Employment Agreement”) with Mr. Nilsen for the position of ChiefSales Officer for an indefinite term beginning on February 1, 2017. The CSO Employment Agreement provides for a base salary of $225,000 per year (whichhas since been increased to $243,801), subject to increase at the discretion of the board of directors. Effective January 1, 2019, Mr. Nilsen’s base salary wasincreased to $268,801.The CSO Employment Agreement also provides that Mr. Nilsen is eligible to participate in Intermex’s annual incentive compensationplan and shall have the opportunity to earn a performance based bonus of up to $75,000. Effective January 1, 2019, Mr. Nilsen’s annual bonus was increasedto up to $98,000. The amount of any annual bonus payable shall be determined by the board of directors in its discretion, and may be conditioned on theachievement of certain performance goals established by the board of directors in its discretion. Mr. Nilsen is also eligible to participate in any benefit plans(excluding severance, bonus, incentive or profit-sharing plans, unless approved or determined by the board of directors in its discretion) offered by Intermexas in effect from time to time on the same basis as generally made available to other employees of Intermex. In addition, Mr. Nilsen is entitled toreimbursement and vacation benefits customary for a senior executive. The CSO Employment Agreement subjects Mr. Nilsen to the following restrictivecovenants: (i) non-solicitation of customers and employees of Intermex during employment and for three years thereafter; (ii) non-competition duringemployment and for nine months thereafter; (iii) non-disclosure of confidential information for an unspecified period; and (iv) perpetual non-disparagement.The CSO Employment Agreement also provides for severance upon certain terminations of employment, as described below under “—Potential Paymentsupon Termination or Change in Control.”55IndexOutstanding Equity Awards at End of Fiscal Year 2018Option awards Stock awards Name(a)GrantDate Number ofsecuritiesunderlyingunexercisedoptions(#)exercisable(b) Number ofsecuritiesunderlyingunexercisedoptions(#)unexercisable(c) Equityincentiveplan awards:Number ofsecuritiesunderlyingunexercisedunearnedoptions(#)(d) Optionexerciseprice($)(e) Optionexpirationdate(f) Numberofsharesor unitsof stockthathavenotvested(#)(g) Marketvalueofsharesof unitsofstockthathavenotvested($)(h) Equityincentiveplanawards:Numberofunearnedshares,units orotherrightsthat havenotvested(#)(i) Equityincentiveplanawards:Marketorpayoutvalue ofunearnedshares,units orotherrightsthat havenotvested($)(j) Robert Lisy President and Chief ExecutiveOfficer7/26/2018 - 1,189,902 - $9.91 7/26/2028 - - - - Tony Lauro II Chief Financial Officer7/26/2018 - 198,317 - $9.91 7/26/2028 - - - - Randy Nilsen Chief Sales Officer7/26/2018 - 230,000 - $9.91 7/26/2028 - - - - In connection with the change of control that occurred with the Merger, incentive units awards that had been granted to Intermex employees in theStella Point acquisition vested and were distributed in the amounts of $3,227,013 (Mr. Lisy) and $432,683 (Mr. Nilsen).Retirement Benefit ProgramsIntermex maintains a tax-qualified defined contribution plan (the “401(k) Plan”) that provides retirement benefits to employees, including matchingcontributions. The NEOs are eligible to participate in the 401(k) Plan on the same terms as other participating employees.Potential Payments upon Termination or Change in ControlSeverance under Employment AgreementsPursuant to the terms of the Employment Agreements with Mr. Lisy, Mr. Lauro, and Mr. Nilsen, and the Employment Transition and SeparationAgreement with Mr. Ebbert, the NEOs are entitled to receive certain payments in connection with certain termination events.In the event that (i) Mr. Lisy is terminated by Intermex other than for Cause, Disability (as such terms are defined in the CEO EmploymentAgreement) or death, (ii) if Mr. Lisy resigns for Good Reason (as defined in the CEO Employment Agreement) or (iii) Mr. Lisy’s employment is terminatedpursuant to Intermex providing notice of non-renewal of the term of the CEO Employment Agreement, Mr. Lisy is entitled to an amount equal to two timesthe sum of Mr. Lisy’s base salary and Mr. Lisy’s target bonus payable in equal installments over the two year period following termination.56IndexPursuant to the CEO Employment Agreement, in the event that any of the payments or benefits provided by Intermex to Mr. Lisy (whether pursuantto the terms of the CEO Employment Agreement or any equity compensation or other agreement with Intermex) would constitute “parachute payments”(“Parachute Payments”) within the meaning of Section 280G of the Code, and would be subject to the excise tax imposed under Section 4999 of the Code orany interest or penalties with respect to such excise tax (collectively, the “Excise Tax”), then such Parachute Payments to be made to Mr. Lisy shall bepayable either (1) in full or (2) as to such lesser amount which would result in no portion of such Parachute Payments being subject to the Excise Tax,whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the Excise Tax, results in Mr. Lisy’s receipton an after-tax basis, of the greatest amount of economic benefits under the CEO Employment Agreement, notwithstanding that all or some portion of suchbenefits may be subject to the Excise Tax. If a reduction in the Parachute Payment is necessary, then the reduction shall occur in accordance with the terms ofthe CEO Employment Agreement.In the event that Mr. Nilsen is terminated by Intermex other than for Cause, Disability (as defined in the CSO Employment Agreement) or death or ifMr. Nilsen resigns for Good Reason (as defined in the CSO Employment Agreement), he is entitled to base salary continuation for nine months and a pro-rataportion of his target bonus for the year in which termination occurs (less any bonus amounts already paid for such year).In the event that Mr. Lauro is terminated by Intermex other than for Cause, Disability (as defined in the CFO Employment Agreement) or death or ifMr. Lauro resigns for Good Reason (as defined in the CFO Employment Agreement), he is entitled to base salary continuation for nine months and a pro-rataportion of his target bonus for the year in which termination occurs (less any bonus amounts already paid for such year).On March 10, 2018, Intermex and Mr. Ebbert entered into an Employment, Transition and Separation Agreement (the “Separation Agreement”).Pursuant to the Separation Agreement, Mr. Ebbert ceased to serve as the Chief Financial Officer of Intermex on March 15, 2018 and continued as anemployee of Intermex reporting to Mr. Lisy until April 30, 2018 (the “Transition Period”), at which time his employment ceased. During the TransitionPeriod, Mr. Ebbert was entitled to a base salary at the semi-monthly rate of $10,648.63 and remained eligible to participate in Intermex’s health care plans.Upon his termination on April 30, 2018, Mr. Ebbert was entitled to continued salary payments for 36 weeks and a pro-rated bonus equal to $6,389.11representing his bonus for the second quarter of 2018. In addition, Mr. Ebbert maintained his vested and unvested profits interests in accordance with theAmended and Restated Limited Liability Company Agreement of Interwire, LLC and continued to be entitled to participate in the distribution of the MergerConsideration following his termination. Mr. Ebbert will continue to be subject to restrictive covenants of noncompetition and nonsolicitation for 18 monthsfollowing the date of execution of the Separation Agreement.Compensation of DirectorsThe directors for fiscal year 2018 included Robert Lisy, Justin Wender, Adam Godfrey, Robert Jahn, John Rincon, Stephen Paul, Kurt Holstein andMichael Purcell. With the exception of the independent non-employee directors of the Company, none of these individuals received any compensation fortheir service as directors for the fiscal year ended December 31, 2018. The independent non-employee directors of the Company, John Rincon, Kurt Holsteinand Michael Purcell receive an annual retainer of $40,000 paid in cash and $70,000 paid in an equity-based award, vesting over a one year period, inconnection with their service on the board of directors.Director(1) Fees earned orpaid in cash($) Stockawards($) Total($) John Rincon $20,000 $70,000 $90,000 Kurt Holstein $20,000 $70,000 $90,000 Michael Purcell $20,000 $70,000 $90,000 (1)Does not include directors who also serve as officers of the Company. Employee directors do not receive compensation for their service on the board ofdirectors.Compensation Committee Interlocks and Insider ParticipationNo member of the Compensation Committee has any relationship that would be required to be reported under Item 404 of Regulation S-K under theSecurities Act. No member of the Compensation Committee serves or served during the fiscal year as a member of the board of directors or compensationcommittee of a company that has one or more executive officers serving as a member of our board of directors or compensation committee.57IndexITEM 12.SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDERMATTERSEquity Compensation Plan InformationThe International Money Express, Inc. 2018 Omnibus Equity Compensation Plan is the only equity compensation plan currently maintained by theCompany. This plan was approved by the Company’s stockholders. The following table sets forth the number of shares of our common stock subject tooutstanding stock options and restricted stock units (RSUs), the weighted average exercise price of outstanding stock options and RSUs, and the number ofshares remaining available for future grants as of December 31, 2018.Plan category Number of securities to beissued upon exercise ofoutstanding options, RSUs,warrants and rights Weighted-average exerciseprice of outstandingoptions, RSUs, warrantsand rights Number of securities remaining availablefor future issuance under equitycompensation plans (excluding securitiesreflected in column (a)) (a) (b) (c) Equity compensation plans approved by securityholders 11,862,407 11.13 498,670 Equity compensation plans not approved bysecurity holders - - - Total 11,862,407 11.13 498,670 Security Ownership of Certain Beneficial Owners and ManagementThe following table sets forth certain information regarding the beneficial ownership of our outstanding shares of common stock as of March 15,2019 by: (a) each person or “group” (as such term is used in Section 13(d)(3) of the Exchange Act) who is known by us to beneficially own 5% or more of ourshares of Common Stock, (b) each of our directors and each of our NEOs, and (c) all of our directors and executive officers as a group. Except as otherwiseindicated, the persons named in the table below have sole voting and investment power with respect to all of the common stock owned by them.Unless otherwise provided, beneficial ownership of common stock of the Company is based on 36,182,783 shares of common stock of the Companyissued and outstanding as of March 15, 2019.Unless otherwise indicated, we believe that all persons named in the table below have sole voting and investment power with respect to all shares ofcommon stock beneficially owned.Name of Beneficial Owners Number of Shares(1) Percentage(2) Directors and Executive Officers:(3) Robert Lisy (4) 1,861,060 5.1%Tony Lauro II - - Eduardo Azcarate 241,421 * Jose Perez-Villarreal 246,202 * Randall D. Nilsen 170,922 * William Velez 151,968 * Adam Godfrey (5) 12,348,554 34.1%Kurt Holstein (6) 78,467 * Robert Jahn - - Michael Purcell - - Stephen Paul - - John Rincon (7) 1,285,719 3.6%Justin Wender (5) 12,348,554 34.1%All directors and executive officers as a group (13 individuals) 16,384,313 45.3% Five Percent Holders: FinTech Investor Holdings II, LLC (8) 3,309,996 9.1%Robert Lisy (4) 1,861,060 5.1%SPC Intermex, LP (9) 12,348,554 34.1%Parties to the Shareholder Agreement (10) 21,351,653 58.7%58Index*Less than 1 percent.(1)For purposes of this table, a person is deemed to be the beneficial owner of a security if he or she (a) has or shares voting power or dispositive power withrespect to such security, or (b) has the right to acquire such ownership within 60 days. “Voting power” is the power to vote or direct the voting of shares,and “dispositive power” is the power to dispose or direct the disposition of shares, irrespective of any economic interest in such shares.(2)In calculating the percentage ownership or percent of equity vote for a given individual or group, the number of common shares outstanding includesunissued shares subject to options, warrants, rights or conversion privileges, exercisable within 60 days of March 15, 2019, held by such individual orgroup, but are not deemed outstanding by any other person or group.(3)Unless otherwise noted, the business address of each of the directors and executive officers is 9480 South Dixie Highway, Miami, Florida 33156.(4)Includes (i) 438,531 shares held by Hawk Time Enterprises, LLC, a Delaware limited liability company (“Hawk Time”), and (ii) 1,422,529 shares held bythe Robert Lisy Family Revocable Living Trust, Robert W. Lisy, Trustee (the “Lisy Trust”). Mr. Lisy is the sole manager of Hawk Time and sole trusteeof the Lisy Trust.(5)Includes 12,348,554 shares held by SPC Intermex, LP, whose general partner is SPC Intermex GP, LLC. Stella Point is the sole manager of SPC IntermexGP, LLC, and Messrs. Godfrey and Wender are Managing Partners of Stella Point and as a result of their position they may be deemed to be the beneficialowner of those shares. Messrs. Godfrey and Wender serve on the board of directors of the Company as representatives of Stella Point. The ownershipinformation set forth herein is based in its entirety on the material contained in Schedule 13D, dated December 12, 2018, filed with the SEC by Messrs.Godfrey and Wender, along with certain other filing parties. Messrs. Godfrey and Wender disclaim beneficial ownership of any shares of common stockheld by SPC Intermex, LP. The address for Messrs. Godfrey and Wender is c/o Stella Point Capital LLC, 444 Madison Ave., 25th Floor, New York, NewYork 10022.(6)Mr. Holstein currently serves on the board of directors of the Company.(7)Includes (i) 1,105,288 shares held by Latin American Investment Holdings, Inc. and (ii) 180,431 shares held by Rincon Capital Partners, LLC. Mr.Rincon owns 100% of Latin American Investment Holdings, Inc. and jointly owns Rincon Capital Partners, LLC.(8)Includes 3,127,496 shares and warrants to purchase 182,500 shares, which are currently exercisable. The address for FinTech Investor Holdings II, LLC isc/o Cohen and Company, 3 Columbus Circle, 24th Floor, New York, NY 10019.(9)Includes 12,348,554 shares held by SPC Intermex, LP, and excludes shares of common stock held by other parties to the Shareholders Agreement withwhich SPC Intermex, LP and associated entities may be deemed to share beneficial ownership by virtue of voting provisions of such agreement. See“Risk Factors - Because Stella Point controls a significant percentage of our common stock, it may influence our major corporate decisions and itsinterests may conflict with the interests of other holders of our common stock.” for additional information. The general partner of SPC Intermex, LP isSPC Intermex GP, LLC and Stella Point is the sole manager of SPC Intermex GP, LLC. Messrs. Godfrey and Wender are the Managing Partners of andjointly control Stella Point. The address for SPC Intermex, LP is c/o Stella Point Capital LLC, 444 Madison Ave., 25thFloor, New York, New York10022.(10)Includes shares held by each of the parties to the Shareholders Agreement. Includes warrants to purchase 182,500 shares, which are currently exercisable.The parties to the Shareholders Agreement are: International Money Express, Inc., SPC Intermex Representative LLC, SPC Intermex, LP, C.A.R.Holdings, Hawk Time, Lisy Trust, Robert Lisy, Darrell Ebbert, Jose Perez, Eduardo Azcarate, William Velez, Randy Nilsen, DGC Family FinTech Trust,Daniel Cohen, Betsy Cohen, Swarthmore Trust of 2016, James J. McEntee, III, Hepco Family Trust, Jeremy Kuiper, Shami Patel, Plamen Mitrikov,FinTech Investor Holdings II, LLC (Sponsor), Cohen Sponsor Interests II, LLC, and Solomon Cohen.59IndexITEM 13.CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCEFounder Shares and Placement UnitsOn May 28, 2015, FinTech issued an aggregate of 5,298,333 founder shares to Daniel G. Cohen, Betsy Z. Cohen, DGC Family FinTech Trust,Swarthmore Trust of 2016, FinTech’s Sponsor, Shami Patel, Jeremy Kuiper and James J. McEntee, III for an aggregate purchase price of $25,000. On July 25,2018, Daniel Cohen transferred 50,000 shares to Solomon Cohen. On July 25, 2018, Plamen Mitrikov transferred 10,000 shares to Cohen and Company LLC.On July 26, 2018, Jeremy Kuiper transferred 11,409 shares to Cohen and Company LLC. On July 26, 2018, Shami Patel transferred 11,409 shares to Cohenand Company LLC. On July 26, 2018, FinTech’s Sponsor transferred 17,182 shares to Cohen and Company LLC.Loan from FinTech’s SponsorPrior to FinTech’s IPO, in order to finance organizational costs and other costs relating to the IPO, FinTech’s Sponsor committed to loan FinTechfunds as may be required, to a maximum of $500,000. These loans were non-interest bearing, unsecured and payable on the earlier of June 30, 2017 or theconsummation of the IPO. FinTech repaid an aggregate of $231,846 loans to FinTech’s Sponsor upon the consummation of the IPO or shortly thereafter.In order to finance transaction costs in connection with an initial business combination, FinTech’s Sponsor committed to loan to FinTech funds asmay be required up to a maximum of $1,100,000 (“Working Capital Loans”), which were to be repaid upon the consummation of an initial businesscombination. There were Working Capital Loans outstanding as of June 30, 2018 in the amount of $390,000 which were settled in cash on the Closing Date.Registration RightsOn the Closing Date, the Company entered into the Registration Rights Agreement with certain of FinTech’s initial stockholders and certain of theIntermex stockholders that provides certain registration rights with respect to the shares of the Company’s common stock. The Registration Rights Agreementrequires the Company to, among other things, file a resale shelf registration statement on behalf of the stockholders party to the Registration RightsAgreement as promptly as practicable upon request by Stella Point following the closing of the Merger. The Registration Rights Agreement also provides thestockholders party to the agreement the right (such right, the “Demand Registration Right”) to require the Company to effect one or more shelf registrationsunder the Securities Act, covering all or part of such stockholder’s common stock upon written request to the Company. Demand Registration Rights areavailable exclusively to Stella Point for the first 15 months after the closing of the Merger, and thereafter to certain other stockholders party to theRegistration Rights Agreement. The Registration Rights Agreement additionally provides piggyback rights to the stockholders party to the RegistrationRights Agreement, subject to customary underwriter cutbacks and issuer blackout periods. The Company also agreed to pay certain fees and expensesrelating to registrations under the Registration Rights Agreement.Shareholders AgreementOn the Closing Date of the Merger, the Company entered into an agreement by and between certain shareholders (the “Shareholders Agreement”).Pursuant to the Shareholders Agreement, for so long as Intermex legacy stockholders party thereto hold, in the aggregate, at least 10% of the totaloutstanding shares of the Company’s common stock, SPC Intermex will be entitled to designate eight individuals for election to the Company’s board ofdirectors of which at least three designees must qualify as an “independent director” under the Exchange Act and Nasdaq rules. Following such times as thecollective ownership of such Intermex legacy stockholders is less than 10% of the outstanding shares of the Company’s common stock, SPC Intermex will beentitled to designate one person for election to the Company’s board of directors, which designation right will lapse at such time as the Intermex legacystockholders’ collective ownership is less than 5% of the outstanding shares of the Company’s common stock. Pursuant to the Shareholders Agreement, all ofthe stockholders party thereto (which stockholders represent, in the aggregate, more than 50% of the outstanding shares of common stock), are required tovote their shares of the Company’s common stock subject to the Shareholders Agreement as set forth therein for the director nominees designated thereunder.In addition, for so long as FinTech’s initial stockholders that are party to the Shareholders Agreement collectively own more than 5% of the Company’soutstanding common stock, FinTech Investor Holdings II, LLC, as representative, is entitled to designate one person as a non-voting observer to theCompany’s board of directors. Certain parties to the Shareholders Agreement have also agreed to a lock-up provision restricting the stockholders partythereto from transferring their shares of the Company’s common stock subject to the terms of the Shareholders Agreement as set forth therein, subject tolimited exceptions (the “Lock-Up Period”). The Lock-Up Period extends, subject to certain exceptions, from the Closing Date until the earlier of (i) fifteenmonths following the Closing Date and (ii) such time as the shares of the Company’s common stock then subject to the Shareholders Agreement represent, fora period of five consecutive business days, less than 50% of the total voting power of the Company’s outstanding common stock. See “Risk Factors -Because Stella Point controls a significant percentage of our common stock, it may influence our major corporate decisions and its interests may conflictwith the interests of other holders of our common stock.” for additional information regarding the Shareholders Agreement.60IndexPolicies and Procedures for Related Person TransactionsEffective upon the consummation of the Merger, our board of directors adopted a written related person transaction policy that sets forth the policiesand procedures for the review and approval or ratification of related person transactions. The Company’s policy regarding related party transactions requiresthat management bring to the Audit Committee for its review each proposed “related person transaction” (defined as any transaction in which the Company isa participant and the amount involved exceeds $120,000, and in which any related person had or will have a direct or indirect material interest). Any relatedparty transaction must be approved or ratified by either (1) the Audit Committee or (2) the affirmative vote of a majority of directors who do not have a director indirect material interest in such related party transaction. Our policy does not specify the standards to be applied by our Audit Committee or anotherindependent body of our board of directors in determining whether or not to approve or ratify a related person transaction and we accordingly anticipate thatthese determinations will be made in accordance with the DGCL.Director IndependenceNasdaq listing rules require that a majority of the board of directors of a company listed on Nasdaq be composed of “independent directors,” whichis defined generally as a person other than an officer or employee of the company or its subsidiaries or any other individual having a relationship, which, inthe opinion of the company’s board of directors, would interfere with the director’s exercise of independent judgment in carrying out the responsibilities of adirector. Our board of directors has determined that Michael Purcell, Kurt Holstein and John Rincon are independent directors under the Nasdaq listing rulesand Rule 10A-3 of the Exchange Act. In making these determinations, our board of directors considered the current and prior relationships that each non-employee director had with FinTech and Intermex and has with the Company and all other facts and circumstances our board of directors deemed relevant indetermining independence, including the beneficial ownership of our common stock by each non-employee director, and the transactions involving them.ITEM 14.PRINCIPAL ACCOUNTING FEES AND SERVICESThe following tables present fees for professional audit services rendered by BDO USA, LLP for the audit of the Company’s annual financialstatements for the years ended December 31, 2018 and 2017, and fees billed for the other services rendered during those periods. 2018 2017 Audit fees (1) $2,196,550 $- Audit-related fees (2) $- $- Tax fees (3) $- $- All other fees (4) $- $- The following tables present fees for professional audit services rendered by Grant Thornton LLP for the audit of the Company’s annual financialstatements for the years ended December 31, 2018 and 2017, and fees billed for the other services rendered during those periods. 2018 2017 Audit fees (1) $- $199,662 Audit-related fees (2) $- $- Tax fees (3) $408,800 $202,918 All other fees (4) $- $- (1)Audit fees consists principally of audit work performed on the consolidated financial statements, reviews of our Form 10-Q's, as well as work generallyonly the independent registered certified public accountants can reasonably be expected to provide, such as statutory audits. Such audit fees also includeprofessional services for comfort letters, consents and reviews of documents filed with the Securities and Exchange Commission, including those inconnection with the Merger transaction that closed in July 2018.(2)Audit-related fees would consist of accounting advisory services, and other miscellaneous matters. No such services were provided in the relevantperiods.(3)Tax fees consisted principally of assistance with tax compliance, preparation of returns, tax planning, and providing tax guidance.(4)All other fees would consist of the aggregate fees billed for products and services other than the services described under audit fees, audit-related fees andtax fees. No such products and services were provided in the relevant periods.61IndexAudit FeesAudit fees include the aggregate fees for the audit of our annual consolidated financial statements and internal controls, and the reviews of each ofthe quarterly consolidated financial statements included in our Forms 10-Q. These fees also include statutory and other audit work performed with respect tocertain of our subsidiaries.Audit-Related FeesAudit-related fees include accounting advisory services related to the accounting treatment of transactions or events, including acquisitions, and tothe adoption of new accounting standards, as well as additional procedures related to accounting records performed to comply with regulatory reportingrequirements and to provide certain attest reports.Tax FeesTax fees were for tax compliance services and assistance with federal and provincial tax-related matters.All Other FeesAll other fees were for advisory services related to compliance with regulatory reporting requirements.Pre-Approval Policies and ProceduresAll of the fees described above were approved by the Audit Committee. The Audit Committee is responsible for overseeing the audit feenegotiations associated with the retention of BDO USA LLP to perform the audit of our annual consolidated financial statements and internal controls. TheAudit Committee has adopted a pre-approval policy under which the Audit Committee approves in advance all audit and non-audit services to be performedby our independent auditors. As part of its pre-approval policy, the Audit Committee considers whether the provision of any proposed non-audit services isconsistent with the SEC’s rules on auditor independence. In accordance with the pre-approval policy, the Audit Committee has pre-approved certainspecified audit and non-audit services to be provided by BDO USA LLP if they are initiated within 18 months after the date of the pre-approval (or withinsuch other period from the date of pre-approval as may be provided). If there are any additional services to be provided, a request for pre-approval must besubmitted by management to the Audit Committee for its consideration under the policy. Finally, in accordance with the pre-approval policy, the AuditCommittee has delegated pre-approval authority to each of its members. Any member who exercises this authority must report any pre-approval decisions tothe Audit Committee at its next meeting.62IndexPART IVITEM 15.EXHIBITS, FINANCIAL STATEMENT SCHEDULES(a) The following documents are filed as part of this report:1.Financial Statements (See Index to Consolidated Financial Statements in Item 8, Financial Statements and Supplementary Data, of this AnnualReport on Form 10-K);2.Financial Statement Schedule (See Index to Consolidated Financial Statements in Item 8, Financial Statements and Supplementary Data, of thisAnnual Report on Form 10-K). All financial statement schedules are omitted because they are not applicable or the required information isincluded in the Consolidated Financial Statements or notes thereto listed in the “Index to Consolidated Financial Statements” in Item 8,Financial Statements and Supplementary Data, of this Annual Report on Form 10-K;3.The exhibits listed in the "Exhibit Index" attached to this Annual Report on Form 10-K.EXHIBIT INDEXExhibit No.Document 2.1Agreement and Plan of Merger, dated December 19, 2017, between the Company, FinTech Merger Sub II Inc., Intermex Holdings II, Inc. andSPC Intermex Representative LLC (incorporated by reference to Exhibit 2.1 to the Registrant’s Registration Statement on Form S-1 filed onSeptember 28, 2018 (File No. 333-226948)). 3.1Second Amended and Restated Certificate of Incorporation of the Company, dated July 26, 2018 (incorporated by reference to Exhibit 3.1to the Registrant’s Registration Statement on Form S-1 filed on September 28, 2018 (File No. 333-226948)). 3.2Second Amended and Restated Bylaws of the Company, effective as of July 26, 2018 (incorporated by reference to Exhibit 3.2 to theRegistrant’s Registration Statement on Form S-1 filed on September 28, 2018 (File No. 333-226948)). 4.1Warrant Agreement, dated January 19, 2017, between Continental Stock Transfer & Trust Company and the Company (incorporated byreference to Exhibit 4.2 to the Registrant’s Registration Statement on Form S-1 filed on September 28, 2018 (File No. 333-226948)). 4.2Shareholders Agreement, dated July 26, 2018, between the Company and the stockholders of the Company signatory thereto (incorporatedby reference to Exhibit 4.3 to the Registrant’s Registration Statement on Form S-1 filed on September 28, 2018 (File No. 333-226948)). 4.3Shareholders Agreement Amendment, dated as of December 12, 2018, by and among FinTech Investor Holdings II, LLC, the Company andSPC Intermex Representative LLC. (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K on filed onDecember 14, 2018). 10.1Form of Indemnification Agreement (incorporated by reference to Exhibit 10.1 to the Registrant’s Registration Statement on Form S-1 filedon September 28, 2018 (File No. 333-226948)). 10.2Registration Rights Agreement, dated July 26, 2018, by and among FinTech Acquisition Corp. II, SPC Investors, Minority Investors andAdditional Investors (incorporated by reference to Exhibit 10.2 to the Registrant’s Registration Statement on Form S-1 filed on September28, 2018 (File No. 333-226948)). 10.3(a)International Money Express, Inc. 2018 Omnibus Equity Compensation Plan (incorporated by reference to Exhibit 10.3(a) to theRegistrant’s Registration Statement on Form S-1 filed on September 28, 2018 (File No. 333-226948)).63IndexExhibit No.Document 10.3(b)Form of Director RSU Agreement (incorporated by reference to Exhibit 10.3(b) to the Registrant’s Registration Statement on Form S-1 filedon September 28, 2018 (File No. 333-226948)). 10.4(a)Form of Incentive Stock Option Award (incorporated by reference to Exhibit 10.4(a) to the Registrant’s Registration Statement on Form S-1filed on September 28, 2018 (File No. 333-226948)). 10.4(b)Form of Nonqualified Stock Option Agreement (incorporated by reference to Exhibit 10.4(b) to the Registrant’s Registration Statement onForm S-1 filed on September 28, 2018 (File No. 333-226948)). 10.4(c)Form of Restricted Stock Award (Non-executive) (incorporated by reference to Exhibit 10.4(c) to the Registrant’s Registration Statement onForm S-1 filed on September 28, 2018 (File No. 333-226948)). 10.4(d)Form of Restricted Stock Award (Director) (incorporated by reference to Exhibit 10.4(d) to the Registrant’s Registration Statement on FormS-1 filed on September 28, 2018 (File No. 333-226948)). 10.4(e)Form of Restricted Stock Award (Executive Officer) (incorporated by reference to Exhibit 10.4(e) to the Registrant’s Registration Statementon Form S-1 filed on September 28, 2018 (File No. 333-226948)). 10.4(f)Form of Nonqualified Stock Option Agreement (Robert Lisy) (incorporated by reference to Exhibit 10.4(f) to the Registrant’s RegistrationStatement on Form S-1 filed on September 28, 2018 (File No. 333-226948)). 10.5(a)Amended and Restated Employment Agreement by and between Robert Lisy and Intermex Holdings, Inc. dated as of December 19, 2017(incorporated by reference to Exhibit 10.5(a) to the Registrant’s Registration Statement on Form S-1 filed on September 28, 2018 (File No.333-226948)). 10.5(b)Amended and Restated Employment Agreement by and between Darrell Ebbert and Intermex Holdings, Inc. dated as of February 1, 2017(incorporated by reference to Exhibit 10.5(b) to the Registrant’s Registration Statement on Form S-1 filed on September 28, 2018 (File No.333-226948)). 10.5(c)Employment Agreement by and between Eduardo Azcarate and Intermex Holdings, Inc. dated as of February 1, 2017 (incorporated byreference to Exhibit 10.5(c) to the Registrant’s Registration Statement on Form S-1 filed on September 28, 2018 (File No. 333-226948)). 10.5(d)Amended and Restated Employment Agreement by and between Jose Perez-Villarreal and Intermex Holdings, Inc. dated as of February 1,2017 (incorporated by reference to Exhibit 10.5(d) to the Registrant’s Registration Statement on Form S-1 filed on September 28, 2018(File No. 333-226948)). 10.5(e)Employment Agreement by and between Randy Nilsen and Intermex Holdings, Inc. dated as of February 1, 2017 (incorporated by referenceto Exhibit 10.5(e) to the Registrant’s Registration Statement on Form S-1 filed on September 28, 2018 (File No. 333-226948)). 10.5(f)Employment Agreement by and between William Velez and Intermex Holdings, Inc. dated as of February 1, 2017 (incorporated byreference to Exhibit 10.5(f) to the Registrant’s Registration Statement on Form S-1 filed on September 28, 2018 (File No. 333-226948)). 10.5(g)Employment, Transition and Separation Agreement by and between Darrell Ebbert and Intermex Holdings, Inc., dated as of March 10, 2018(incorporated by reference to Exhibit 10.5(g) to the Registrant’s Registration Statement on Form S-1 filed on September 28, 2018 (File No.333-226948)). 10.5(f)Employment Agreement, by and between Tony Lauro II and Intermex Holdings, Inc., dated as of October 22, 2018 (incorporated byreference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K on filed on October 26, 2018). 10.6Form of Transaction Bonus Agreement (incorporated by reference to Exhibit 10.6 to the Registrant’s Registration Statement on Form S-1filed on September 28, 2018 (File No. 333-226948)).64IndexExhibit No.Document 10.7Credit Agreement, dated November 7, 2018, by and among Intermex Wire Transfer, LLC, Intermex Holdings, Inc., International MoneyExpress, Inc., International Money Express Sub 2, LLC, each Guarantor, and KeyBank National Association, as Administrative Agent andL/C Issuer (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K on filed on November 8, 2018). 10.8Amendment No. 1, dated as of December 7, 2018 to the Credit by and among Intermex Wire Transfer, LLC, Intermex Holdings, Inc.,International Money Express, Inc., International Money Express Sub 2, LLC, each Guarantor, and KeyBank National Association, asAdministrative Agent and L/C Issuer (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K on filed onDecember 10, 2018). 21.1 *Subsidiaries of the registrant 31.1 *Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002- Chief Executive Officer 31.2 *Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002- Chief Financial; Officer 32.1 *Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Actof 2002 32.2 *Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Actof 2002* Filed herewithITEM 16.FORM 10-K SUMMARYNone.65IndexSIGNATURESPursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on itsbehalf by the undersigned, thereunto duly authorized. International Money Express, Inc. (Registrant) March 22, 2019By:/s/ Robert Lisy Robert Lisy Chief Executive Officer and PresidentPursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of theregistrant and in the capacities and on the dates indicated.Signature Title Date /s/ Robert Lisy Chief Executive Officer, President and Chairman of the March 22, 2019Robert Lisy Board of Directors (Principal Executive Officer) /s/ Tony Lauro Chief Financial Officer (Principal Financial Officer and March 22, 2019Tony Lauro Principal Accounting Officer) /s/ Adam Godfrey Director March 22, 2019Adam Godfrey /s/ Kurt Holstein Director March 22, 2019Kurt Holstein /s/ Robert Jahn Director March 22, 2019Robert Jahn /s/ Stephen Paul Director March 22, 2019Stephen Paul /s/ Michael Purcell Director March 22, 2019Michael Purcell /s/ John Rincon Director March 22, 2019John Rincon /s/ Justin Wender Director March 22, 2019Justin Wender 66Exhibit 21.1Subsidiaries of International Money Express, Inc.EntityState of OrganizationInternational Money Express Sub 2, LLCDelawareIntermex Holdings, Inc.DelawareIntermex Wire Transfer, LLCFloridaIntermex Wire Transfer Corp.CaliforniaIntermex Wire Transfer II, LLCDelawareIntermex Transfers de Mexico S.A. de C.V.MexicoIntermex Wire Transfer de Mexico S.A. de C.V.MexicoIntermex Wire Transfers de Guatemala S.A.GuatemalaIntermex Servicios Integrales S. de R.L. de C.V.MexicoIntermex Central de Servicios S. de R.L. de C.V.MexicoExhibit 31.1CERTIFICATION OF THE CHIEF EXECUTIVE OFFICERI, Robert Lisy, certify that:1.I have reviewed this Annual Report on Form 10-K of International Money Express, Inc.;2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make thestatements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by thisreport;3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects thefinancial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined inExchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision,to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others withinthose entities, particularly during the period in which this report is being prepared;(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under oursupervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financialstatements for external purposes in accordance with generally accepted accounting principles;(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about theeffectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s mostrecent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likelyto materially affect, the registrant’s internal control over financial reporting; and5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to theregistrant’s auditors and the audit committee of the registrant’s board of directors:(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which arereasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internalcontrol over financial reporting.Date: March 22, 2019 By:/s/ Robert Lisy Name:Robert Lisy Title:President and Chief Executive Officer (Principal Executive Officer) Exhibit 31.2CERTIFICATION OF THE CHIEF FINANCIAL OFFICERI, Tony Lauro II, certify that:1.I have reviewed this Annual Report on Form 10-K of International Money Express, Inc.;2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make thestatements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by thisreport;3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects thefinancial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined inExchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision,to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others withinthose entities, particularly during the period in which this report is being prepared;(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under oursupervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financialstatements for external purposes in accordance with generally accepted accounting principles;(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about theeffectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s mostrecent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likelyto materially affect, the registrant’s internal control over financial reporting; and5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to theregistrant’s auditors and the audit committee of the registrant’s board of directors:(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which arereasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internalcontrol over financial reporting.Date: March 22, 2019 By:/s/ Tony Lauro II Name:Tony Lauro II Title:Chief Financial Officer (Principal Financial Officer) Exhibit 32.1CERTIFICATION PURSUANT TO18 U.S.C. SECTION 1350AS ADOPTED PURSUANT TOSECTION 906 OF THE SARBANES-OXLEY ACT OF 2002I, Robert Lisy, President and Chief Executive Officer of International Money Express, Inc. (the “Company”), hereby certify, pursuant to 18 U.S.C. Section1350, that, to my knowledge:1.the Annual Report on Form 10-K of the Company for the year ended December 31, 2018 (the “Report”) fully complies with the requirements ofSection 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and2.the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.Date: March 22, 2019 Name:/s/ Robert Lisy Title:President and Chief Executive Officer (Principal Executive Officer) Exhibit 32.2CERTIFICATION PURSUANT TO18 U.S.C. SECTION 1350AS ADOPTED PURSUANT TOSECTION 906 OF THE SARBANES-OXLEY ACT OF 2002I, Tony Lauro II, Chief Financial Officer of International Money Express, Inc. (the “Company”), hereby certify, pursuant to 18 U.S.C. Section 1350, that, tomy knowledge:1.the Annual Report on Form 10-K of the Company for the year ended December 31, 2018 (the “Report”) fully complies with the requirements ofSection 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and2.the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.Date: March 22, 2019 Name:/s/ Tony Lauro II Title:Chief Financial Officer (Principal Financial Officer) 

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