UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
     ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended: December 31, 20212023
OR
     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ____________ to 
Commission File No. 001-37986
INTERNATIONAL MONEY EXPRESS, INC.
(Exact name of registrant as specified in its charter)
Delaware47-4219082
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)
94809100 South Dixie HighwayDadeland Blvd., Ste. 1100, Miami, Florida33156
(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 Act:
Title of each classTrading symbol(s)Name of each exchange on which registered
Common stock ($0.0001 par value)IMXINasdaq 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 of 1934 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 filing requirements 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 405 of 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 whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filerAccelerated filer
Non-accelerated filerSmaller reporting company
Emerging growth company

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

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes  ☐ No ☒

As of June 30, 2021,2023, the aggregate market value of the voting stock held by non-affiliates was $488,488,285$804,577,352 based on the closing sale price of $14.85$24.53 of the common stock as reported on the Nasdaq Capital Market.

As of February 25, 2022, 38,318,27923, 2024, 33,732,409 shares of the registrants common stock, par value $0.0001 per share, were outstanding. The registrant has no other class of common stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

None.The definitive Proxy Statement to be delivered to shareholders in connection with the 2024 Annual Meeting of Shareholders is incorporated by reference into Part III of this Form 10-K to the extent stated herein.



INTERNATIONAL MONEY EXPRESS, INC.
INDEX
Page
PART I
Item 1.
Item 1A.
Item 1B.
Item 1C.
Item 2.
Item 3.
Item 4.
PART II
Item 5.
Item 6.
Item 7.
Item 7A.
Item 8.
Item 9.
Item 9A.
Item 9B.
Item 9C.
PART III
Item 10.
Item 11.
Item 12.
Item 13.
Item 14.
PART IV
Item 15.
Item 16.



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PART I
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Annual Report on Form 10-K may contain certain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act, as amended, which reflect our current views with respect to certain events that are not historical facts but could have an effect on our future performance, including but without limitation, statements regarding our plans, objectives, financial performance, business strategies, projected results of operations, and expectations for the Company.

These statements may include and be identified by words or phrasephrases such as, without limitation, “would,” “will,” “should,” “expects,” “believes,” “anticipates,” “continues,” “could,” “may,” “might,” “plans,” “possible,” “potential,” “predicts,” “projects,” “forecasts,” “intends,” “assumes,” “estimates,” “approximately,” “shall,” “our planning assumptions,” “future outlook,” “currently,” “target,” “guidance,” and similar expressions (including the negative and plural forms of such words and phrases). These forward-looking statements are based largely on information currently available to our management and on our current expectations, assumptions, plans, estimates, judgments, projections about our business and our industry, and macroeconomic conditions, and are subject to various risks, uncertainties, estimates, contingencies and other factors, many of which are outside our control, that could cause actual results to differ materially from those expressed or implied by such forward-looking statements and could materially adversely affect our business, financial condition, results of operations, cash flows and liquidity. Factors that could cause or contribute to such differences include, but are not limited to, those described in Item 1A, “Risk Factors” in this Annual Report on Form 10-K and the following:

changes in applicable laws or regulations;
factors relating to our business, operations and financial performance, including:
public health conditions, responses thereto and the economic and market effects thereof;loss of, or reduction in business with, key sending agents;
competitionour ability to effectively compete in the markets in which we operate;
economic factors such as inflation, the level of economic activity, recession risks and labor market conditions, as well as rising interest rates;
international political factors, political instability, tariffs, border taxes or restrictions on remittances or transfers from the outbound countries in which we operate or plan to operate;
volatility in foreign exchange rates that could affect the volume of consumer remittance activity and/or affect our foreign exchange related gains and losses;
public health conditions, responses thereto and the economic and market effects thereof;
consumer confidence in our brands and in consumer money transfers generally;
expansion into new geographic markets or product markets;
our ability to successfully execute, manage, integrate and obtain the anticipated financial benefits of key acquisitions and mergers;
the ability of our risk management and compliance policies, procedures and systems to mitigate risk related to transaction monitoring;
consumer fraud and other risks relating to the authenticity of customers’ orders or the improper or illegal use of our services by consumers;
cybersecurity-attacks or disruptions to our information technology, computer network systems, data centers and mobile devices apps;
new technology or competitors that disrupt the current money transfer and payment ecosystem, including the introduction of new digital platforms;
our success in developing and introducing new products, services and infrastructure;
our ability to maintain favorable banking and paying agent relationships;relationships necessary to conduct our business;
bank failures, sustained financial illiquidity, or illiquidity at the clearing, cash management or custodial financial institutions with which we do business;
changes to banking industry regulation and practice;
credit risks from our agents and the financial institutions with which we do business;
bank failures, sustained financial illiquidity, or financial institution illiquidity;our ability to recruit and retain key personnel;
our ability to maintain compliance with applicable laws and regulatory requirements, including those intended to prevent use of our money remittance services for criminal activity, those related to data and cyber-security protection, and those related to new technology or competitors, such as digital platforms;business initiatives;
cyber-attacks or disruptionsenforcement actions and private litigation under regulations applicable to the money remittance services;
changes in immigration laws and their enforcement;
changes in tax laws in the countries in which we operate;
our information technology, computer network systems, data centers and phone apps;ability to protect intellectual property rights;
our ability to satisfy our debt obligations and remain in compliance with our credit facility requirements;
our success in developingthe use of third-party vendors and introducing new products, services and infrastructure;service providers;
customer confidenceweakness in our brand and in consumer money transfers generally;
our ability to maintain compliance with applicable regulatory requirements;
U.S. or international political factors, political stability, tariffs, border taxes or restrictions on remittances or transfers;
currency restrictions and volatility in countries in which we operate or plan to operate;
consumer fraud and other risks relating to the authenticity of customers’ orders;
changes in immigration laws and their enforcement;
our ability to protect intellectual property rights;
our ability to recruit and retain key personnel;economic conditions; and
other economic, business and/or competitive factors, risks and uncertainties, including those described in the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of this Annual Report on
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Form 10-K, as well as any additional risk factors that may be described herein or in our other filings with the SEC from time to time.
Accordingly, there is no assurance that our expectations 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 on such forward-looking statements. 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 update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
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ITEM 1.    BUSINESS
Overview
International Money Express, Inc. (the “Company” or “Intermex”) is a leading omnichannel money remittance services company focused primarily on the United States of America (“United States” or “U.S.”) to Latin America and the Caribbean (“LAC”) corridor, which includes Mexico, Central and South America and the Caribbean. In recent years, we expanded our services to allow remittances to Africa and Asia from the United States and also began offering sending services from Canada to Latin America and Africa. Also, through the acquisition of LAN Holdings, Corp. (“LAN Holdings”), which was completed in the second quarter of 2023, we now provide remittance services from Spain, Italy and Germany to Africa, Asia and Latin America. We utilize our proprietary technology to deliver convenient, reliable and value-added services to our customersconsumers through a broad network of sending and paying agents. Our remittance services, which include a comprehensive suite of ancillary financial processing solutions and payment services, are available in all 50 states in the U.S., Washington D.C., Puerto Rico and 13 provinces in Canada, as well as in certain locations in Spain, Italy and Germany, where customersconsumers can send money to beneficiaries in 17 LAC countries, eightmore than 60 countries in LAC, Africa and two countries in Asia. Our services are accessible in person through over 100,000 independent sending and paying agents and 122 Company-operated stores, as well as online and via Internet-enabled mobile devices. Additionally, our product and service portfolio includesinclude online payment options, pre-paid debit cards and direct deposit payroll cards, which may present different cost, demand, regulatory and risk profiles relative to our core money remittance business.

Money remittance services to LAC countries, primarilymainly Mexico, Guatemala, El Salvador, Honduras and Guatemala,the Dominican Republic, are the primary source of our revenue. These services involve the movement of funds on behalf of an originating customerconsumer for receipt by a designated beneficiary at a designated receiving location. Our remittances to LAC countries are primarily generated in the United States by customersconsumers with roots in Latin American and Caribbean countries, many of whom do not have an existing relationship with a traditional full-service financial institution capable of providing the services we offer. We provide these customersconsumers with flexibility and convenience to help them meet their financial needs. We believe many of our customersconsumers who use our services may have access to traditional banking services, but prefer to use our services based on reliability, convenience and value. We generate money remittance revenue from fees paid by our customersconsumers (i.e., the senders of funds), which we share with our sending agents in the originating country and our paying agents in the destination country. Remittances paid in local currencies that are not pegged to the U.S. dollar, Canadian dollar or Euro can also generate revenue as a result ofif we are successful in our daily management of currency exchange spreads.
Our money remittance services enable our customersconsumers to send funds through our broad network of locations in the United States, Canada, Spain, Italy and CanadaGermany that are primarily operated by third-party businesses, as well as through 36our Company-operated stores.stores, located in those jurisdictions. Transactions are processed and payments arepayment is collected by our agent (“sending agent(s)”) and those funds become available for pickup by the beneficiary at the designated destination, usually within minutes, at any Intermex payer location (“paying agent(s)”). We refer to our sending agents and our paying agents collectively as agents. In addition, our services are offered digitally through Intermexonline.com, online.i-transfer.es and via Internet-enabled mobile devices. Since January 2019 throughFor the year ended December 31, 2021,2023, we have growngrew our agent network by approximately 35.2%16.4% primarily due to agents added as a result of the acquisition of LAN Holdings, partially offset by the termination of low volume and unproductive sending agents. For the year ended December 31, 2023, principal amount sent increased by approximately 17.2% to $24.5 billion compared to fiscal year 2022 primarily as a result of an increase in volume in our remittance transactions volume by more than 65.5%.existing sending agents. In 2021,2023, we processed approximately 40.158.7 million remittances, representing over 25.4%22.8% growth in transactions as compared to 2020.2022, also reflecting the effect of the acquisitions noted above.
Our Competitive Strengths
Primary focus on the LAC corridor.profitable corridors. Unlike many of our competitors, who we believe prioritize global reach over growth and profitability, we are focused on a fewcertain geographical regions in which there is a concentration of a significant portion of the world’s money remittance volume. We believe the LAC, corridor providesAfrica and Asia corridors provide an attractive operating environment with significant opportunity for future growth. According to the latest available data published by the World Bank, the LAC corridor continues to be one of the most rapidly growing remittance corridorcorridors in the world.
Highly scalable, proprietary software platform. We provide our money remittance services utilizing our internally developed proprietary software systems and applications, which we believe enhance the productivity of our network of sending agents, enabling them to quickly, reliably and cost-effectively process remittance transactions. Our proprietary software systems were designed to incorporate real-time compliance functionality, which improves our regulatory compliance and helps to minimize fraud. We have developed a platform that has the capacity to handle traffic well in excess of the number of transactions we currently process. Our money remittance platform has proven reliable, with our 20212023 downtime being less than 0.05%.
Highly selective sending agent recruitment process designed to identify productive long-term partners. We strategically target sending agents for our network only after a metric-based analysis of potential productivity and a thorough vetting process. In our sending agent selection process, we focus on geographic locations that we believe are likely to have high customer volume and demand for our
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services. By closely monitoring individual sending agent performance and money remittance trends, we can offer our sending 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 cash management banks are critical to an efficient and reliable remittance network. We benefit from our strong and long-term relationships with a number of large banks and financial institutions. We maintain strong relationships with a number of other national and regional banking and financial institutions in the United States, Canada, Spain, Italy and Latin America. For example, we have
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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 to develop for new, start-up competitors in the industry, 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.corridors we operate. We believe we are a leading money remittance provider from the United States to the LAC corridor, processing 20.0%20.8% of the aggregate volume of remittances to Mexico according to the latest available data published by the Central Bank of Mexico in 20212023 and 28.2%29.7% of the aggregate volume of remittances to Guatemala according to the latest available data published by the Central Bank of Guatemala in 2021.2023. We believe that our customersconsumers associate the Intermex brand with reliability, strong customer service and the ability to safely and efficiently remit their funds. The information contained in this paragraph is based on “Revenues by Workers’ Remittances” published in the Central Bank of Mexico’s website and “Income from family remittance” published 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 auditors periodically. We maintain a comprehensive and rigorous compliance process with policies, procedures and internal controls designed to exceed current regulatory requirements. Our software also includes embedded compliance systems that provide real-time transaction alerts and Office of Foreign Assets Control (“OFAC”) screening. Our risk and compliance management tools include programs by Equifax, Experian, LexisNexis and TransUnion, among others.
Experienced and proven management team. Our management team consists of financial services industry veterans with a track record of achieving profitable growth. Our team is led by our Chief Executive Officer (“CEO”) and President, Robert Lisy, with a successful 30-plus year track record in the retail financial services and electronic payment processing industry.
Our Growth Strategy
We believe we are well positioned to drive continued growth by executing on the following core strategies:strategies either organically or through acquisitions of other entities:
Expand our market share in our largest corridors. The twothree largest remittance corridors we serve are the United States to Mexico, United States to Guatemala and United States to Guatemala.the Dominican Republic. According to the latest available data in the World Bank Remittance Matrix, the United States to Mexico remittance market continues to be one of the largest in the world. We aim to continue to expand our market share in those states where we are currently well-established and poised for continued profitable growth within those markets via targeted regional penetration. We believe that we can leverage our current customer data to increase repeat customer usage, track and effectively recapture one-time users of our service and improve sending agent productivity to drive growth in these states. We are also stagingexecute a targeted marketing effort to realize significantly increased market share growth in large states where we are underrepresented.
Expand our services into new corridors and emerging markets. We believe that there is significant room to grow our business in underserved geographic regions in the LAC corridor where there is demand from customersconsumers and agents for our value-added approach to money remittances. Specifically, we are targeting future growth opportunities via new corridors from the United States to other non-Spanish speaking regions, including the Caribbean and other continents. In recent years, we expanded our services to allow remittances to Africa and Asia from the United States and also began offering sending services from Canada to Latin America and Africa. In 2021, we achieved strong 32.7% growthOur acquisition of La Nacional further strengthens our presence in remittance transactionsLatin America and our acquisition of LAN Holdings positions us to our emerging markets comparedgrow in the Europe to 2020. Our emerging markets include Dominican Republic, Colombia, EcuadorAfrica and Nicaragua, among others.Asia corridors.

Continue to grow online and mobile remittance channels. Our money remittance platformplatforms currently enables our customersenable consumers to send funds from the United States, Spain, Italy and Germany to the LAC corridor, Asia and Africa through the Internet via Intermexonline.com, online.i-transfer.es and on theirconsumers' Internet-enabled mobile devices. Also,We have and continue to make significant investments in enhancing our enhanced digital mobile money remittance application provides customersapplications to provide consumers with safe, easy-to-use features for remitting funds. We believe these online channels not only expand our potential customer base as digital transaction capabilities become more relevant to LAC corridor consumers, but also benefitgenerate growth from secular and demographic trends as consumers continue to migrate to conducting financial transactions online.

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IndexLeverage our technology in the business-to-business market. We believe that our money remittance platform has significant excess capacity. We believe we can leverage this capacity to sell business-to-business solutions to third parties, such as banks and major retailers.
Segments
Our business is organized around one reportable segment that provides money remittance services primarily between the U.S. and Canada to Mexico, Guatemala and other countries in Latin America, Africa and Asia through a network of authorized agents located in various unaffiliated retail establishments and 36122 Company-operated stores throughout the U.S., Canada, Spain, Italy and Canada.Germany. This is based on the objectives of the business and how our chief operating decision maker, the CEO and President, monitors operating performance and allocates resources.
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Operations and Services
Money remittance services to LAC countries, primarily Mexico, Guatemala, El Salvador, Honduras and Guatemala,the Dominican Republic, are the primary source of our revenue. These services involve the movement of funds on behalf of an originating customerconsumer for receipt by a designated beneficiary at a designated receiving location. Our remittances to LAC countries are primarily generated in the United States by customersconsumers with roots in Latin American and Caribbean countries, many of whom do not have an existing relationship with a traditional full-service financial institution capable of providing the services we offer. We provide these customersconsumers with flexibility and convenience to help them meet their financial needs. We believe many of our customersconsumers who use our services may have access to traditional banking services, but prefer to use our services based on reliability, convenience and value. We generate money remittance revenue from fees paid by our customersconsumers (i.e., the senders of funds), which we share with our sending agents in the originating country and our paying agents in the destination country. Remittances paid in local currencies that are not pegged to the U.S. dollar, Canadian dollar or Euro 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 where the transaction is processed and payment is collected by our sending agent. Those funds become available for pickup by the beneficiary at the designated receiving destination, usually within minutes, at any Intermex payer location. In select countries, the designated recipient may also receive the remitted funds via a deposit directly to the recipient’s bank account, mobile phonedevice account or prepaid card. Our locations in the United States, Canada, Spain and Canada,Italy, also referred to as our sending agents, tend to be individual establishments, such as multi-service stores, grocery stores, convenience stores, bodegas and other retail locations. Our payers in LAC countries are referred to as paying agents, and generally consist of large banks and financial institutions or large retail chains. Grupo Elektra, S.A.B. de C.V. (“Elektra”) 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 are primarily operated by third-party businesses where our money remittance services are offered. Additionally, we operate a small number of retail locations in the United States, Canada, Spain, Italy and Germany, which we refer to as Company-operated stores and where our money remittance services are available. We also operate subsidiary payer networks in Mexico under the Pago Express brand and in Guatemala under the Intermex brand. These networks contribute payer locations that reach some of the most remote areas in those countries, providing increased convenience to our customersconsumers in the United States, Canada, Mexico and Guatemala.
At oursending agent sending locations, our customersconsumers may initiate a transaction directly with an agent, or through a direct-dialed telephone conversation from ourthe agent location to our call centers. Many of our sending agents operate in locations that are open outside of traditional banking hours, including nights and weekends. Our sending agents understand the markets that they serve and coordinate with our sales and marketing teams to develop business plans for those markets. We hold promotional events for our sending agents to help familiarize them with the Intermex brand and to incentincentivize the agents to promote our services to customers.consumers.
Our money remittance services are also available on the Internet via Intermexonline.com and online.i-transfer.es, enabling customersconsumers to send money twenty-four hours a day conveniently 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 bank account, funding the transaction using debit card, credit card, or through electronic funds transfer processed through the automated clearing house (“ACH”) payment system. Currently, internet-based money transmission services do not comprise a material percentage of the Company’s overall business. On the other hand, some of our peers define a digital transaction where the transactions were initiated as cashless on the send side or settled cashless on the receive side. Based on this definition, Intermex currently processes more than 22.8% of its transactions digitally.
Also, our enhanced digital mobile money remittance application provides customersapplications provide consumers with safe, easy-to-use features for remitting funds with a debit or credit card, or ACH transfer. UsersConsumers are able to select a variety of sending methods, including cash pickup at thousands of locations, direct deposit into bank accounts, debit cards, mobile wallets, and home delivery in selected markets. Although our internet-based money transmission services grew significantly in 2023, they still do not constitute 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, French and Spanish, 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 service for inbound customer calls and have technology available for direct calls from customers at our agent locations in processing remittance transactions.
Cash Management Bank Relationships
We buy and sell a number of global currencies and maintain a network of settlement accounts to facilitate the timely funding of money remittances and foreign exchange trades. Our relationships with clearing, check processing, trading and exchange rate and cash management banks are critical to an efficient and reliable remittance network. We benefit from our strong and long-term relationships with
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a number of large banks and financial institutions. We maintain strong relationships with a number of other national and regional banking and financial institutions in the United States, Canada, Spain, Italy and Latin America. In addition, we have benefited from our long relationship with US Bank, which manages our main operating account, and from strong relationships with Bancomer,PNC Global Transfer, Wells Fargo and Bank of America, and KeyBankwhich serve as our primary banks for exchange rate management with respect to the foreign currencies.

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currencies in which we transact.
Information Technology
Currently, all of our money processing software used in the United States and Canada is proprietary and has been developed primarily by our internal software development team. Our money processing software acts as a point of sale for our money remittance transactions and incorporates real-time compliance functionality, which improves our regulatory compliance and helps to minimize fraud. Our money processing software is critical to our operations while our back-office software is critical for settling our transactions.
Also, our money remittance platform enables our customersplatforms enable consumers to send funds through the Internet via Intermexonline.com, online.i-transfer.es and on theirconsumers' Internet-enabled mobile devices and our enhanced digital mobile money remittance application provides customersconsumers with safe, easy-to-use features for remitting funds.
In addition to our money remittance software, digital platformplatforms and mobile application,applications, we continue to develop programs and defenses against cyber-attacks. We are fully aligned with the National Institute of Standards and Technology cybersecurity framework, which is a voluntary framework that most companies in the financial services industry follow. We utilize a number of third-party vendors that monitor our systems and inform us of any attempted attacks. Our Chief Information Officer and Director ofChief Information Security deliver an annualOfficer report periodically to our board of directors regarding our cybersecurity policies and practices at least once during the fiscal year.practices.

In addition to our proprietary and internally developed software systems, we have analytical data which enablesthat enable us to analyze market trends, performance of market territories, agents’agent performance and consumers’consumer habits in real time.
We continually invest in our technology platform that has the capacity to handle traffic well in excess of the number of transactions we currently process. A load balancing configuration between tier-1 datacenters, in addition to failover redundancy, provideprovides uptime performance. Our technology platform hasplatforms have experienced limited downtime, with our 20212023 downtime being less than 0.05%.
Our Transaction Processing Engine (“TPE”), developed through a combination of databases, web services and applications, allows us to process money remittances reliably and quickly by leveraging a proprietary rules engine to apply granular-level product feature customization. The TPE 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 platform securely and efficiently integrates our TPE directly with the platforms of our paying agents, so that we can deliver money remittances quickly to our paying agents while optimizing the efficiency/speed of adding new payers to our network and integrating payers’ software and systems with our software and systems.
Intellectual Property
The Intermex brand is critical to our business. In the markets in which we compete, we derive benefit from our brand, as we believe the Intermex brand is recognized for its speed, cost effectiveness and reliability for money remittances throughout the United States, the LAC corridor, Canada and Africa. We use various trademarks and service marks in our business, including, but not limited, to Intermex, International Money Express, IntermexDirect, CheckDirect, La Nacional and Pago Express, some of which are registered in the United States and other countries. In addition, we rely on trade secret protection to protect certain proprietary rights in our information technology.technology, trademarks, and licenses. 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 invention assignment, confidentiality or license agreements to protect our intellectual property rights in products, services, expertise, and information. We believe the intellectual property rights in processing equipment, computer systems, software and business processes held by us and our subsidiaries provide us with a competitive advantage. We take appropriate measures to protect our intellectual property to the extent such intellectual property can be protected.
Sales and Marketing
The majority of our money remittance transactions are generated through our agent network of retail locations and Company-operated stores where the transaction is processed and payment is collected by our sending agent. Ouragent or store. Sending agent locations include multi-service stores, grocery stores, convenience stores, bodegas and other retail locations. The vast majority of our sending agents are provided access to our proprietary money remittance software systems, while others have access to our combination telephone and fax/tablet set up, which we call telewire, enabling direct access to our call centers for money remittance services. In all of our independent sending agent
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locations the agent provides the physical infrastructure and staff required to complete the remittances, while we provide the central operating functions, such as transaction processing, settlement, marketing support, compliance training and support, and customer relationship management. We also maintain 36122 Company-operated stores in the United States.States, Canada, Spain, Italy and Germany. We retain customer data, which enables us to increase repeat customer usage, track and effectively recapture one-time users of our service and improve sending agent productivity.
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We market our services to customersconsumers in a number of ways, directly and indirectly through our sending agents and paying agents, promotional activities, traditional media and digital advertising, and our loyalty program, which we call “Interpuntos”. This loyalty program offers customersconsumers faster service at our sending agent locations and the ability to earn points with each transaction that are redeemable for rewards, such as reduced transaction fees or more favorable foreign exchange rates.
Our Industry
We are a rapidly growing and leading money remittance service company primarily focused on the United States to the LAC corridor. We utilize our proprietary technology to deliver convenient, reliable and value-added services to our customersconsumers through a broad network of sending and paying agents. The twothree largest remittance corridors we serve are United States to Mexico, United States to Guatemala, and United States to Guatemala. the Dominican Republic. According to the latest information available from the World Bank Remittance Matrix, the United States to Mexico remittance corridor was one of the largest in the world in 2021.2023. Furthermore, remittances volume to low and middle income countries grew approximately 3.8% during 2023 according to the latest Migrations and Development Brief report from the World Bank.
Trends in the cross-border money remittance business tend to correlate to immigration trends, global economic opportunity and related employment levels in certain industries such as construction, information technology, manufacturing, agriculture and certainhospitality, as well as other service industries.
Throughout 2021, Latin American politicalPolitical, social and economic conditions remained unstable,in key Latin American markets, from which we derive a significant portion of our revenue, continue to exhibit instability, as evidenced by higher interest rates, high unemployment rates, in key markets, currency reserves, currency controls, restricted lending activity, weakhigher inflation, volatility in foreign currencies and low consumer confidence, among other factors, in addition to the effects of the ongoing COVID-19 pandemic. Specifically, continued politicaleconomic and economic unrest in parts of Mexico and some countries in South America contributed to volatility.market factors. Our business has generally been resilient during times of economic instability as money remittances are essential to many recipients, with the funds used by the receiving partyparties for their daily needs; however, long-term sustained appreciation of the Mexican Pesopeso or Guatemalan Quetzalquetzal as compared to the U.S. Dollardollar could negatively affect our revenues and profitability.
Another significant trend impacting the money remittance industry is increasing regulation on money remittance providers, banks, and other financial institutions, making it difficult for money remittance companies to havedevelop and maintain strong banking relationships.relationships and for sending agents to open operating bank accounts. Regulations in the United States and elsewhere focus, in part, on cybersecurity, anti-money laundering and consumer protection. Regulations require money remittance providers, banks and other financial institutions to develop systems to prevent, detect, monitor and report certain transactions. In coming periods, we expect these and future regulatory requirements, as well as investigatory and enforcement activities by law enforcement agencies, will continue to result in changes to certain of our business and administrative practices and may result in increased costs.
Government Regulation
As a non-bank financial institution in the United States, we are regulated by the Department of Treasury, the Internal Revenue Service, the U.S. Department of the Treasury’s Financial Crimes Enforcement Network (“FinCEN”), the Consumer Financial Protection Bureau (“CFPB”), the Department of Banking and Finance of the State of Florida and additionally by the variousequivalent regulatory institutionsauthorities in all of thosethe states, the District of Columbia and the Commonwealth of Puerto Rico, in which we hold an operating money transmission license. We are duly registered as a Money Services Business (“MSB”) with FinCEN, the financial intelligence unit of the U.S. Department of the Treasury. We are also subject to a wide range of regulations in the United States and other countries in which we operate, including: minimum capital or capital adequacy requirements; anti-money laundering laws 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, such as the Gramm-Leach-Bliley Act (“GLBA”); and consumer disclosure and consumer protection laws, such as the California Consumer Privacy Act (“CCPA”).

Regulators 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 the potential imposition of civil fines and possibly criminal penalties.penalties, including suspension or cancellation of an affected license. We continually monitor and enhance our compliance programs to stay current and compliant with legal and regulatory changes.

Anti-Money Laundering, Counter-Terrorism Financing and Sanctions Compliance
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Our money remittance services are subject to anti-money laundering laws and regulations of the United States, including the Bank Secrecy Act (“BSA”), as amended by the USA PATRIOT Act of 2001, as well as state laws and regulations and the anti-money laundering laws and regulations 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 sanctions 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 consumer or from a jurisdiction at any one time or over specified periods of time, which require aggregation over multiple transactions;
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consumer information gathering and reporting requirements;
consumer 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 on contract terms with our agents; and
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 a foreign country.
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 to stay current with legal requirements. Our money remittance services are primarily 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 to establish anti-money laundering compliance programs that include internal policies and controls; a designated compliance officer; employee training and an independent review function. We have developed an anti-money laundering training manual and a program to assist with the education of our agents and employees on the applicable rules and regulations. We also offer in-person and online training as part of our agent compliance training program, engage in various activities to enable agent oversight and have adopted compliance policies that outline key principles of our compliance program to our agents. We have developed a regulatory compliance department, under the direction of our Chief Compliance Officer, whose foremost responsibility is to monitor transactions, detect suspicious activity, maintain financial records and train our employees and agents. An independentIndependent third-party consulting firmfirms periodically reviewsreview our policies and procedures to ensure the efficacy of our anti-money laundering and regulatory compliance programs. Key milestones in the compliance processes include: (1) mandatory fields and identification requirements at the time the sending agents initiate a transaction; (2) the sender and receiver are screened against government-required lists (for OFAC and other purposes); (3) before the transaction beforeis sent to the paying agent, it is screened and any flagged exceptions are sent to the compliance unit for investigation and release or rejection; and (4) the transaction 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 certain foreign, government agencies to assist in the prevention of money laundering, terrorism financing and other illegal activities and pursuant to legal obligations and authorizations. In certain circumstances, we may be required by government agencies to deny transactions that may be related to persons suspected of money laundering, terrorism financing or other illegal activities, and it is possible that we may inadvertently deny transactions from consumers who are making legal money transfers.
Licensing. In most countries in which we operate, either we or our agents are required to obtain licenses or to register with a government authority in order to offer money transfer services. Almost all states in the United States, the District of Columbia and Puerto Rico, as well as certain provinces in Canada and certain countries in Europe, require us to be licensed to conduct business within their jurisdictions. 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 and the applicable regulator, but generally include cash and cash equivalents, U.S. government securities and other highly rated debt instruments. Many regulators require us to file reports on a quarterly or more frequent basis to verify our compliance with their requirements. We are also subject to periodic examinations 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 to track certain information for all of our money remittances and payment instruments and, if the funds underlying such remittances and instruments are unclaimed at the end of an applicable statutory abandonment period, require us to remit the proceeds of the unclaimed property to the appropriate jurisdiction. 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 designed to comply with escheatment laws as they apply to our business.
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Data 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 to various federal privacy laws, including the Gramm-Leach-Bliley Act, which requires that financial institutions provide consumers with privacy notices and have in place policies and procedures regarding the safeguarding of personal information. We are also subject to privacy and data breach laws of various states. 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 and impose more stringent duties on companies or penalties for non-compliance. Government surveillance laws and data localization laws are evolving to address increased 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”) imposes additional regulatory requirements and creates additional regulatory oversight over us. The Dodd-Frank Act created the CFPB which issues and
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enforces consumer protection initiatives governing financial products and services, including money remittance services, in the United States through the CFPB’s Remittance Transfer Rule. Its requirements include: a disclosure requirement to provide consumers sending funds internationally from the United States enhanced pre-transaction written disclosures, an obligation to resolve certain errors, including errors that may be outside our control, and an obligation to cancel transactions that have not been completed at a consumer’s request. As a “larger participant” in the market for international money transfers, we are subject to direct examination and supervision by the CFPB. We have modified our systems and consumer disclosures in light of the requirements of the Remittance Transfer Rule.
In addition, under the Dodd-Frank Act, it is unlawful for any provider of consumer financial products or services to engage in unfair, deceptive, or abusive acts or practices. The CFPB has substantial rule making and enforcement authority to prevent unfair, deceptive, or abusive acts or practices in connection with any transaction with a consumer for a financial product or service. In addition, each state of the United States from time to time, may enact new laws and regulations, such as the CCPA, which creates new consumer rights relating to the access to, deletion of, and sharing of personal information that is collected by businesses. We have taken the necessary steps to review, modify and implement, as needed, policies and procedures designed to comply with the CFPB’s Remittance Transfer Rule. The Company’s communications, advertising and sales practices and that of its agent network are subject to regulation by, among other things, state and federal consumer protection laws including the Telephone Consumer Protection Act (“TCPA”). The FTC and the Federal Communications Commission have issued regulations under the TCPA that place restrictions on, among other things, unsolicited automated telephone calls or text messages to residential and wireless telephone subscribers by means of automatic telephone dialing systems and the use of prerecorded or artificial voice messages. The Company has taken steps to insulate itself from any such wrongful conduct, including conduct engaged in by its agents, by, among other things, requiring its agents to comply with the TCPA and such regulations.
Anti-Bribery Regulation. We are subject to regulations imposed by the Foreign Corrupt Practices Act (the “FCPA”) in the United States and similar anti-bribery laws in other jurisdictions. These laws may impose recordkeeping and other requirements on us. We maintain a compliance program designed to comply with anti-bribery laws and regulations applicable to our business.
Risk Management
The Company maintains certain of its cash balances in various U.S. banks, which at times, may exceed federally insured limits. In addition, the Company maintains various bank accounts in Mexico, Guatemala, Canada, the Dominican Republic, Spain and Italy, which may not be fully insured. Management believes it is not exposed to any significant credit risk regarding these accounts as it performs periodic reviews of the creditworthiness of the financial institutions the Company uses.

At times, we are exposed to credit risk related to receivable balances from sending agents in the money remittance process if agents do not timely make payments to us.
We continually monitor fraud risk, perform credit reviews before adding agents to our network and conduct periodic credit risk analyses of agents and certain other parties that we transact with directly. For the year ended December 31, 2023, our provision for credit losses was equal to 0.8% of our total revenues.
Through our online and electronic platforms, we also are exposed to credit risk directly from transactions that are originated through means other than cash, such as credit, debit cards and “ACH” transfers, and therefore are subject to “chargebacks” for insufficient funds or other collection impediments, such as fraud.
Given the nature of our business, we are also subject to liquidity risk as the timing of the funds to be remitted by our sending agents may extend in comparison with the timing when we make the funds available to the money transfer beneficiary in the destination country. Our current liquidity sources as well as our ability to generate free cash are mitigating factors in our liquidity management strategy.
We continually monitor fraudOur indebtedness bears interest at variable rates, which exposes us to interest rate risk perform credit reviews before adding agents to our network and conduct periodic credit risk analysesas a result of agents and certain other parties that we transact with directly. For the fiscal year ended December 31, 2021, our provision for bad debt was equal to 0.3% of our total revenues.fluctuations on market interest rate benchmarks.
Seasonality
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We 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.
Competition
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 larger companies, such as The Western Union Company (“Western Union”), MoneyGram International, Inc. (“MoneyGram”), Remitly Global, Inc. (“Remitly”) and Euronet Worldwide Inc. (“Euronet”), and a number of other smaller competitors. We generally compete for money remittance agents on the basis of value, service, quality, technical and operational differences, commission, and marketing efforts. As a philosophy, we sell credible solutions to agents, not discounts or higher commissions as is typical for the industry. We compete for money remittance customers on the basis of trust, convenience, service, efficiency of outlets, value, technology and brand recognition. We believe that our ongoing investments in new products and services will help us to remain competitive in our evolving business environment, given the increasing competition from digital platform providers.
We expect to encounter increasing competition as new technologies emerge that enable customers to send and receive money through a variety of channels, but we do not expect adoption rates to be as significant in the near term for the customerconsumer segment we serve.
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Regardless, we continue to innovate in the industry by differentiating our money remittance business through programs to foster loyalty among agents as well as customersconsumers and have expanded our channels through which our services are accessed to include online and mobile offerings in preparation for customerconsumer adoption.
Human Capital
We invest in our workforce by offering a competitive total rewards package that in addition to a salary, includes performance incentives and comprehensive benefits that are intended to be competitive in the market and focused on the needs of our employees in order to attract and retain highly qualified talent. Our incentives are primarily measurable and performance-based, and are designed to align compensation to our business strategy and goals. We have enhanced our onboarding process and plan to further enhance learningimprove training and development programs to drive quicker integration, development and higher productivity of new employees, as well as the ongoing development of team members to ensure robust recruitment and retention.
We value diversity and inclusion and strive to create a work environment where everyone feels valued and devoted to their work. As of December 31, 2021, 96%2023, approximately 95% of our U.S. team members identified themselves as racially or ethnically diverse. Also, 50%approximately 60% of our U.S. team identified themselves as female and females fill 25% of our senior leadership roles.female. In 2022,2024, we intend to continue to promote greater community involvement through philanthropic and volunteer efforts, with a focus on diversity, community improvement, and STEM programs.
During 2021, the well-being and health of our employees remained one of our top priorities, especially in light of the COVID-19 pandemic. We adjusted standard operating procedures within our business operations to ensure continued worker safety. These procedures included reconfiguring facilities to reduce employee density, expanding and increasing frequency of cleaning within facilities, adopting appropriate and mandated hybrid-mode work, distancing programs, providing weekly testing and strongly encouraging employees to be vaccinated and to wear recommended personal protective equipment.
As of December 31, 2021,2023, we had 305534 employees in the United States, all of whom are full-time. We also have 518698 employees in Mexico, of whom 308261 are part-time and 427 are full-time, and 6179 employees in Guatemala, all of whom are full time. Asfull-time and, 76 employees in Spain and Italy, of December 31, 2021, 479whom 70 are full-time.
In addition, five of the nine members of our employees in Mexico were represented by a labor union.board of directors are considered diverse based on gender or ethnic backgrounds.

Available Information
The Company’s Annual Report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports are available free of charge through the “Investor Relations” section of the Company’s website, www.intermexonline.com, as soon as reasonably practical after they are filed with the Securities and Exchange Commission (“SEC”). The SEC maintains a website, www.sec.gov, which contains reports, proxy and information statements, and other information filed electronically with the SEC by the Company. In addition, you may automatically receive email alerts and other information when you enroll your email address by visiting the “Investor Relations” section of our website. We use our website as a channel of distribution for important Company information, including press releases, investor presentations and financial information, which may be accessed by clicking on the Investors Relations section. We may also use our website to expedite public access to time-critical information regarding our Company in advance of or in lieu of distributing a press release or a filing with the SEC disclosing the same information. Therefore, investors should look to the Investor Relations section of our website for important and time-critical information. The content of any website referred to in this document is not incorporated by reference into this document.
Information about our Executive Officers
Set forth below is certain information regarding the Company’s current executive officers as of February 27, 2023:
NameAgePosition
Robert Lisy66Chief Executive Officer, President and Chairman of the Board of Directors
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Andras Bende49Chief Financial Officer
Joseph Aguilar62President and General Manager - Latin America
Christopher Hunt48Chief Operating Officer

Robert Lisy has served as a director of International Money Express, Inc. since 2018. Mr. Lisy served as a director of International Money Express Sub 2, LLC’s predecessor entities 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 more than 30 years of experience in the retail financial services and electronic payment processing industry in various positions, including three years as the Chief Marketing and Sales Officer of Vigo Remittance Corp., a money transfer and bill payments service in the United States and internationally, and over seven years at Western Union in various sales, marketing and operational 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 efforts to successfully sell Direct Express in 2000 to American Payment Systems. Mr. Lisy holds a bachelor’s degree in Finance from Cleveland State University.

Andras Bende joined International Money Express, Inc. as Chief Financial Officer in December 2020. Prior to joining the Company, Mr. Bende served as the Chief Financial Officer of Computer Services, Inc., a financial technology company, from 2018 to 2019, where he helped guide the company during a period of significant growth and share price appreciation. Prior to his time at Computer Services, Inc., Mr. Bende held several international Chief Financial Officer and Controller roles at GE Capital from 2005 to 2017. Mr. Bende is a graduate of GE’s Financial Management Program and the GE Corporate Audit Staff and holds a bachelor’s degree in financial management from Clemson University.

Joseph Aguilar joined International Money Express, Inc. in September 2019 as Chief Operating Officer. Effective January 2023, Mr. Aguilar was appointed President and General Manager - Latin America. Prior to joining Intermex, Mr. Aguilar was a senior executive at Sigue Corporation, a money transfer company; starting in 2005 as the Chief Auditor, where he established the Internal Audit function for its U.S. and Mexico Operations. Following several successful audit cycles, he was promoted to Chief Operating Officer, responsible for all operations and technology functions of the global organization. In 2014, Mr. Aguilar was promoted to President of SGS, Ltd. UK, the International Division of Sigue Corporation, with responsibility for all aspects of the business in the EU, Eastern Europe, Africa, Asia and South Asia. Prior to his roles at Sigue Corporation, Mr. Aguilar held senior roles at BBVA Bancomer, California Commerce Bank and Dai-Ichi Kangyo Bank of California. Mr. Aguilar holds a bachelor’s degree in English from University of California at Santa Barbara.

Christopher Hunt joined International Money Express, Inc. in March 2021 as Chief Information Officer. Effective April 20, 2023, Mr. Hunt was appointed Chief Operating Officer. Prior to joining the Company, Mr. Hunt was the Chief Technology Officer of Bankers Healthcare Group, a financial services company (“Bankers”), from 2013 to 2021. Prior to his role at Bankers, Mr. Hunt worked at several companies where he held a variety of IT positions with increasing responsibility for all aspects of overall IT strategy, product development, compliance and cybersecurity. Mr. Hunt earned a bachelor’s degree in Business Administration with a major in Decision Information Sciences from the University of Florida in Gainesville, Florida.
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ITEM 1A.     RISK FACTORS
RISK FACTORS
An investment in our securities involves certain risks. The risks and uncertainties described below are not the only risks that may have a material and adverse 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 we have identified, assessed and appropriately addressed all risks affecting our business operations. Additional risks and uncertainties could adversely affect our business and our results.results of operations. If any of the following risks actually occur, our business, consolidated financial condition or results of operations could be negatively affected, and the market price for our shares could decline. Further, to the extent that any of the information contained in this Annual Report on Form 10-K constitutes forward-looking statements, the risk factors set forth below are cautionary statements, identifying important factors that could cause the 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 or products will occur.
Risks Relating to Our Business and Industry
Our financial condition, results of operations, business and cash flow may be negatively affected by a public health crises, such as the coronavirus (COVID-19) pandemic.
We may face risks related to health epidemics and pandemics or other outbreaks of communicable diseases such as the global COVID-19 pandemic. The global spread of COVID-19 and its variants continues to cause uncertainty and economic disruption, including significant volatility in the capital markets and inflationary effects. The extent to which the COVID-19 pandemic and its variants affect our business, operations, financial results and the trading price of our common stock depends on numerous evolving factors that we may not be able to accurately predict, including: the duration and scope and possible resurgence of the pandemic; governmental and business actions that have been and continue to be taken in response to the pandemic (including mitigation efforts such as limiting the number of people in the workplace and other social distancing recommendations) and the impact of the pandemic on economic activity and actions taken in response (including stimulus efforts such as the Families First Coronavirus Act and the CARES Act).
A public health epidemic or pandemic, such as the COVID-19 pandemic, can have a material adverse effect on the demand for our money remittance services to the extent it impacts the markets in which we operate, and poses the risk that we or our employees, network of agents and consumers and their beneficiaries may be prevented from conducting business activities for an indefinite period of time, including due to shutdowns requested or mandated by governmental authorities, or that such epidemic may otherwise interrupt or impair business activities. Since the beginning of the pandemic, our top priority has been and remains to be to take appropriate actions to protect the health and safety of our employees. We have adjusted standard operating procedures within our business operations to ensure continued worker safety, and are continually monitoring evolving health guidelines and responding to changes as appropriate. These procedures include reconfiguring facilities to reduce employee density, expanded and more frequent cleaning within facilities, implementation of appropriate and mandated hybrid-mode work, distancing programs, employee temperature monitoring, frequent testing and requiring use of certain personal protective equipment at our call centers in Mexico and Guatemala.
Notwithstanding the operational challenges created by the pandemic, our business continues to function and, to date, our customer service has not been adversely affected in any material respect. Any adjustments to our operating procedures as a result of the COVID-19 pandemic did not have a significant adverse effect on the Company’s financial condition, results of operations and cash flows for the year ended December 31, 2021. Nevertheless, the COVID-19 pandemic continues to pose the risk that we or our employees, sending and paying agents, as well as customers and their beneficiaries, are or may become further restricted from conducting business activities, partially or completely, for an indefinite period of time, including due to shutdowns requested or mandated by governmental authorities or imposed by our management, or that the pandemic may otherwise interrupt or impair business activities.
Although certain measures that restrict the normal course of operations of businesses and consumers were still in place during 2021, such measures did not have a material adverse effect on the Company’s financial condition, results of operations and cash flows for the year ended December 31, 2021. Notwithstanding the foregoing, the Company’s business is dependent upon the willingness and ability of its employees, network of agents and customers to use money transfer services and the ultimate effects of the economic disruption caused by the pandemic and responses thereto. Although the Company’s operations continued effectively despite social distancing and other measures taken in response to the pandemic, the ultimate impact of the COVID-19 pandemic on our financial condition, results of operations and cash flows is subject to future developments, including the duration of the pandemic and the related extent of its severity, as well as its impact on the economic conditions, particularly the level of unemployment of our customers, inflation, interest rate levels and foreign exchange volatility, all of which remain uncertain and cannot be predicted at this time. If the global response to contain and remedy the COVID-19 pandemic escalates further or is unsuccessful, or if governmental decisions to ease pandemic related restrictions are ineffective, premature or counterproductive, the Company could experience a material adverse effect on its financial condition, results of operations and cash flows.
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If we lose key sending agents, our business with key sending agents is reduced or we are unable to maintain our sending agent network under terms consistent 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. Sending agents are the persons who generate our customersinteract with consumers and provide them with our money remittance services. If sending agents decide to leave our network, our revenue and profits could be adversely affected. The loss of sending agents may occur for a number of reasons, including competition from other money remittance providers, a sending agent’s dissatisfaction with its relationship with us or the revenue earned from the relationship, or a sending agent’s unwillingness or inability to comply with our standards or legal requirements, including those related to compliance with anti-money laundering regulations, anti-fraud measures or agent monitoring. Sending agents also may generate fewer transactions or reduce locations for reasons unrelated to our relationship with them, including increased competition in their business, general economic conditions, regulatory costs or other reasons. In addition, larger sending agents may demand additional financial concessions, which could increase competitive pressure.
We face intense competition, and if we are unable to continue to compete effectively, our business, financial condition and results of operations could be adversely 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 and more 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 and a large number of small, niche competitors, including consumer money remittance companies, banks, card associations, web-based services, payment processors, informal remittance systems and others. We also face competition from new digital and nontraditional remittance service providers within the financial technology industry. We believe our services are differentiated by features and functionalities, including trust, convenience, service, efficiency of outlets, value, technology and brand recognition. Distribution channels and digital platforms such as online, account based and mobile solutions continue to evolve and impact the competitive environment for money remittances.
Our 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 to price our services appropriately relative to our competitors, consumers may not use our services, which could adversely affect our business and financial results. For example, transaction volume where we face intense competition could be adversely affected by increasing pricing pressures between our money remittance services and those of some of our competitors, which could reduce margins and adversely affect our financial results. We have historically implemented and may continue implementing price adjustments from time to time in response to competition and other factors. If we reduce prices in order to mitigate the actions of competitors, such reductions could adversely affect our financial results in the short term and may also adversely affect our financial results in the long term if transaction volumes do not increase sufficiently or we do not implement other pricing strategies.
Weakness in economic conditions, in both the U.S. and international markets, could adversely affect our business, financial condition and results of operations. We are subject to business cycles and other outside factors, including geopolitical events, natural disasters and other factors, that may negatively affect our business.
Our money remittance business relies in part on the overall strength of economic conditions. Consumer money remittance transactions are affected by, among other things, employment opportunities and overall economic conditions, such as recession, rising inflation and higher market interest rates. Additionally, consumers tend to be employed in industries such as construction, information technology, manufacturing, agriculture, hospitality and certain service industries that tend to be cyclical and are more significantly affected by weak
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economic conditions than other industries. This may result in reduced job opportunities for consumers in the United States or other countries in which we operate or that are important to our business, which could adversely affect our business, financial condition and results of operations. In addition, increases in employment opportunities may lag other elements of any economic recovery.
If customergeneral market and economic conditions in the United States or other countries in which we operate or are important to our business were to deteriorate, our business, financial condition and results of operations could be adversely impacted. Our agents may have reduced sales or business as a result of weak economic conditions. As a result, our agents may reduce their number of locations, hours of operation, or cease doing business altogether. If consumer transactions decline due to deteriorating economic conditions, we may be unable to timely and effectively reduce our operating costs or take other actions in response, which could adversely affect our business, financial condition and results of operations. Our employees, agents and consumers in a particular country or region in the world may be negatively affected as a result of a variety of diversions, including: geopolitical events, such as war, the threat of war, or terrorist activity; natural disasters or the effects of climate change (such as drought, flooding, wildfires, increased storm severity, and sea level rise); power shortages or outages; major public health issues, including pandemics; and significant local, national or global events capturing the attention of a large part of the population. If any of these, or any other factors, disrupt a country or region where we have a significant workforce, customers or agents, our business could be materially adversely affected. Additionally, economic or political instability, wars, civil unrest, terrorism and natural disasters may make money transfers to, from or within a particular country more difficult. The inability to timely complete money transfers could adversely affect our business.
Our business and results of operations may be adversely affected by international political, economic and social instability risks, foreign currency restrictions and volatility, tariffs or restrictions on remittances or transfers from the countries in which we operate.
We derive a substantial portion of our revenue from our money remittance transactions from the United States to the LAC corridor, particularly Mexico, Guatemala, El Salvador, Honduras and the Dominican Republic, and we are exposed to certain political, economic and other uncertainties not encountered in U.S. operations. Consequently, actions or events in LAC or other countries that are beyond our control could restrict our ability to operate there or otherwise adversely affect the profitability of those operations. Furthermore, changes in the business, regulatory or political climate in any of those countries, or significant fluctuations in currency exchange rates, could affect our ability to expand or continue our operations there, which could have a material and adverse impact on our business, financial condition and results of operations. We are also exposed to new political, economic and other uncertainties as a result of the geographic expansion to Europe, Africa, and Asia, any of which could adversely impact our business, financial condition and results of operations.
The countries in which we operate may impose or tighten foreign currency exchange control restrictions, taxes or limitations with regard to repatriation of earnings and investments from these countries. If exchange control restrictions, taxes or limitations are imposed or tightened, our ability to receive dividends or other payments from affected jurisdictions could be reduced, which could have an 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 we operate have been, and continue to be, substantially revised. Therefore, the interpretation and procedural safeguards of the new legal and regulatory systems are in the process of being developed and defined, and existing laws and regulations may be applied inconsistently. Also, in some circumstances, it may not be 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 geopolitical and economic conditions and potential instability in certain regions;
restrictions on money transfers to, from and between certain countries;
inability to recruit and retain paying agents and consumers 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 interpretations detrimental 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;
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possible fraud or theft losses, and lack of compliance by international representatives in foreign legal jurisdictions where collection and legal enforcement may be difficult or costly;
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.
Our financial condition, results of operations or business may be affected by volatility in foreign exchange rates of the countries to which we send a significant portion of consumer remittances.
Significant volatility in foreign exchange rates could affect the volume of consumer remittance activity in terms of the principal amount sent or the frequency of money remittances, which may negatively affect our average foreign exchange gain per transaction. Long-term sustained appreciation of the Mexican peso or Guatemalan quetzal as compared to the U.S. dollar could negatively affect our revenues and results of operations.
Our financial condition, results of operations, business and cash flow may be negatively affected by a public health conditions, responses thereto and the economic and market effects thereof.
We may face risks related to health epidemics and pandemics or other outbreaks of communicable diseases. A public health epidemic or pandemic can have a material adverse effect on the demand for our money remittance services to the extent it adversely affects the markets in which we operate, and poses the risk that we or our employees, network of agents and consumers and their beneficiaries may be prevented from conducting business activities for an indefinite period of time, including due to shutdowns requested or mandated by governmental authorities, or that such epidemic may otherwise interrupt or impair business activities.
If consumer confidence in our business, brands or in consumer money remittance providers generally deteriorates, our business, financial condition and results of operations could be adversely affected.
Our business is built on customerconsumer confidence in our brandbrands and our ability to provide convenient, reliable and value-added money remittance services. Erosion in customerconsumer confidence in our business, or in consumer money remittance service providers as a means to transfer money more generally, could adversely impact transaction volumes which would in turn adversely impact our business, financial condition and results of operations.
A number of factors could adversely affect customerconsumer confidence in our business, or in consumer money remittance providers more generally, many of which are beyond our control, and could have an adverse impact on our business, financial condition and results of operations. These factors include:
the quality of our services and our customer experience, and our ability to meet evolving customerconsumer 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, consumer protection, cybersecurity incidents, money laundering, corruption 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 less desirable to transfer money using consumer money remittance service providers, including additional customer due diligence, identification, reporting, and recordkeeping requirements;
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actions by federal, state or foreign regulators that interfere with our ability to remit customers’consumers’ money reliably; for example, attempts to seize money remittance 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 customerconsumer or transaction data, and other requirements or to a greater extent than is currently required;
any interruption or downtime in our systems, including those caused by fire, natural disaster, power loss, telecommunications failure, terrorism, vendor failure, cybersecurity breaches, such as unauthorized entry and computer viruses or disruptions in our workforce; and
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any attack or breach of our computer systems or other data storage facilities resulting in a compromise of personal data.
A significant portion of consumers that use our customersservices are migrants. Consumer advocacy groups or governmental agencies could consider migrants to be disadvantaged and entitled to protection, enhanced consumer disclosure, or other different treatment. If consumer advocacy groups are able to generate widespread support for actions that are detrimental to our business, then our business, financial condition and results of operations could be adversely affected.
Our profit margins may be adversely affected by expansion into new geographic or product markets, which we may enter by acquisition or otherwise, that do not have the same profitability as our core markets.
Although expansion of our business into new geographic or product markets may increase our aggregate revenues, such new geographic or product markets may be more expensive to operate in and may require us to receive lower payment per wire or remittance than that which we currently experience in our core geographic markets of Mexico, Guatemala, El Salvador, Honduras and Guatemalathe Dominican Republic or other more established product markets due to, among other things:
increased compliance and regulatory costs requiring us to dedicate more expense, time and resources to comply with such regulatory requirements;
potentially higher operational expenses, such as higher agent fees, taxes, fees, technology costs, support costs or other charges and expenses associated with engaging in the money transfer business in different jurisdictions or as a result of new product offerings;
reduced pricing models due to more intense competition with entities that may have more experience and resources as well as more established relationships with relevant customers, regulators and industry participants;
potentially reduced demand for remittance services; and
difficulty building and maintaining a network of sending and paying agents in a particular geographic area or with respect to a particular product offering.
We process remittances to Latin America, Africa and Asia from the United States, Spain, Italy and Germany and from Canada to Latin America and Africa. Additionally, we have expanded our product and service portfolio to include online payment options, pre-paid debit cards and direct deposit payroll cards, which may present different cost, demand, regulatory and risk profiles relative to our core remittance business. If we are unable to capitalize on these markets, or if we spend significant time and resources on expansion plans that fail or are delayed, our business will be adversely affected. Even if we are successful, we will be exposed to additional risks in these markets that we do not face in the United States or in our core remittance business, which could have an adverse effect on our business, financial condition and results of operations.
CurrentAcquisitions and proposed data privacyintegration of new businesses create risks and cybersecurity laws and regulations couldmay affect operating results. Failure to successfully complete, manage or integrate strategic transactions can adversely affect our business, financial condition and results of operations.
We are subjectregularly review our businesses strategy and evaluate potential acquisitions, joint ventures, divestitures, and other strategic transactions. We have acquired and may acquire businesses both inside and outside the United States. The success of these transactions is dependent upon, among other things, our ability to requirements relatingrealize the full extent of the expected returns, benefits, cost savings or synergies as a result of a transaction within the anticipated time frame, or at all, and receipt of necessary consents, clearances and approvals. Acquisitions often involve additional or increased risks including, for example:

managing the complex process of integrating the acquired company’s employees, products and services, technology and other assets in an effort to data privacy and cybersecurity under U.S. federal, state and foreign laws. For example, inrealize the U.S.projected value of the FTC routinely investigates the privacy practices of companies and has commenced enforcement actions against many, resulting in multi-million dollar settlements and multi-year agreements governing the settling companies’ privacy practices. If we are unable to meet such requirements, we may be subject to significant fines or penalties. Furthermore, certain industry groups require us to adhere to privacy requirements in addition to federal, state and foreign laws, and certain of our business relationships depend upon our compliance with these requirements.
As the number of jurisdictions enacting privacy and related laws increasesacquired company and the scopeprojected synergies of the acquisition;
realizing the anticipated financial benefits from these acquisitions and where necessary, improving controls of these lawsacquired businesses (including internal control over financial reporting and enforcement efforts expands, we will increasingly become subject todisclosure controls and procedures);
retaining existing customers and attracting new customers;
maintaining good relations with agents of acquired companies;
managing geographically separated organizations, systems and varying requirements. For example, California enacted the CCPA, which became effective in January 2020. The CCPA requires covered companies to provide California consumersfacilities;
managing multi-jurisdictional operating, tax and financing structures or any inefficiencies;
integrating personnel with new disclosuresdiverse business backgrounds and expands the rights afforded to consumers regarding their data. The costs of compliance with, and other burdens imposed by, the CCPA and similar lawsorganizational cultures;
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may limitintegrating the useacquired systems and adoptiontechnologies into our Company;
complying with regulatory requirements, including those particular to the industry and jurisdiction of the acquired business, and the need to improve regulatory compliance systems and controls;
obtaining and enforcing intellectual property rights in some foreign countries;
entering new markets with the services of the acquired businesses; and
general economic, social and political conditions, including legal and other barriers to cross-border investment in general, or by United States companies in particular.
Integrating operations could also cause an interruption of, or divert resources from, one or more of our productsbusinesses and services and/could result in the loss of key personnel. The diversion of management’s attention and any delays or require us to incur substantial compliance costs, whichdifficulties encountered in connection with an acquisition and the integration of the acquired company’s operations could have an adverse impacteffect on our business. Failurebusiness, financial condition, results of operations, and cash flows. Strategic transactions that are not successfully completed or managed effectively, or our failure to complyeffectively manage the risks associated with existing or future data privacy and cybersecurity laws, regulations and requirements, including by reason of inadvertent disclosure of personal information,such transactions, could result in significant adverse consequences, including reputational harm, civil litigation, regulatory enforcement, costs of remediation, increased expenses for security systems and personnel, harm to our consumers and harm to our agents.
In addition, in connection with regulatory requirements to assist in the prevention of money laundering and terrorist financing and pursuant to legal obligations and authorizations, we make information available to certain U.S. federal and state, as well as certain foreign, government agencies. In recent years, we have experienced increasing data sharing requests by these agencies, particularly in connection with efforts to prevent terrorist financing, human traffic or reduce the risk of identity theft. During the same period, there has also been increased public attention 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 that we are compliant with our regulatory responsibilities, the legal, political and business environments in these areas are rapidly changing, and subsequent legislation, regulation, litigation, court rulings or other events could expose us to increased program costs, liability and reputational damage that could have a material and adverse effecteffects on our business, financial condition and results of operations.

Our current risk management and compliance systems may not be able to exhaustively assess or mitigate all risks to which we are exposed from a transaction monitoring perspective.
We are engaged in ongoing efforts to enhance our risk management and compliance policies, procedures and systems to assure compliance with anti-money laundering laws and economic sanctions regulations. We have implemented, and are continuing to implement, policies, procedures and systems designed to address these laws and regulations, including monitoring on an automated and manual basis, the transactions processed through our systems and restricting business involving certain countries or individuals. However, the implementation of such policies, procedures and systems may be subject to human error. Further, we may be exposed to fraud or other misconduct committed by our employees, or other third parties, including but not limited to our customersconsumers and agents, or other events that are out of our control. Additionally, our risk management policies, procedures and systems are based upon our experience in the industry, and may not be adequate or effective in managing our future risk exposures or protecting us against unidentified or unanticipated risks, which could be significantly greater than those indicated by our past experience. As a result, we can offer no assurances that these policies, procedures and systems will be adequate to detect or prevent money laundering activity or OFAC violations. If any of these policies, procedures or systems do not operate properly, or are disabled, or are subject to intentional manipulation or inadvertent human error, we could suffer financial loss, a disruption of our business, regulatory intervention or reputational damage.
Our services might be used for illegal or improper purposes, such as consumer fraud or money laundering, which could expose us to additional liability.
Our services remain susceptible to potentially illegal or improper uses as criminals are using increasingly sophisticated methods to engage in illegal activities involving internet services and payment services, such as identity theft, fraud and paper instrument counterfeiting. As we make more of our services available online and via Internet-enabled mobile devices, we subject ourselves to new types of consumer fraud risk because requirements relating to consumer authentication are more complex with internet services and such other technologies. Additionally, it is possible 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 be successful. Allegations of fraud may result in fines, settlements, litigation expenses and reputational damage.
Other illegal or improper uses of our services may include money laundering, terrorist financing, drug trafficking, human trafficking, illegal online gaming, romance and other online scams, illegal sexually-oriented services, prohibited sales of pharmaceuticals, fraudulent sale of goods or services, piracy of software, movies, music and other copyrighted or trademarked goods, unauthorized uses of credit and debit cards or bank accounts and similar misconduct. Users of our services also may encourage, promote, facilitate or instruct others to engage in illegal activities. If the measures we have taken are too restrictive and inadvertently screen proper transactions, thisit could diminish our customer experience which could harm our business. There is no assurance that the measures we have taken to detect and reduce the risk of this kind of conduct will stop all illegal or improper uses of our services. Our business could be harmed if customersconsumers use our system for illegal or improper purposes.
A cybersecurity incident or breach of security in the information systems on which we rely could adversely affect our reputation, business, financial condition, and results of operations.
We rely on a varietyDue to the nature of technologiesour business, we face constant exposure to provide security for our systems. Advances in computer capabilities, new discoveries in the field of cryptography orcontinually evolving cybersecurity risks and other events or developments, including improper acts by third parties, may result in a compromise or breach of the security measures we usetechnological risks. Our inability to protect our systems. We obtain, transmitsystems and store confidential consumer, employerdata from these risks could adversely affect our reputation among consumers, agents, card issuers, paying agents, financial institutions, card networks, partners, and agent information in connection with some of our services. These activities are subjectinvestors and may expose us to lawspenalties, fines, liabilities, and regulations in the United States and other jurisdictions. The requirements imposed by these laws and regulations, which often differ materially among the many jurisdictions, are designed tolegal claims.
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protect the privacyA significant portion of personal information and to prevent that information from being inappropriately disclosed. Any security breaches in our computer networks, databases or facilities could lead to the inappropriate use or disclosure of personal information, which could harm our business adversely affect consumers’ confidence in our or our agents’ business, result in inquiriesis conducted over the internet, and fines or penalties from regulatory or governmental authorities, cause a loss of consumers, damage our reputation and subject us to lawsuits and subject us to potential financial losses. In addition, we may be required to expend significant capital and other resources to protect against these security breaches or to alleviate problems caused by these breaches. Our agents and third-party independent contractors may also experience security breaches involvingrely on the secure processing, storage, and transmission of confidential, sensitive, proprietary, and other types of information relating to our business operations and confidential and sensitive information about consumers, agents, and employees in our computer systems and networks, and in those of our third-party vendors. Additionally, our business is built upon a proprietary platform that is supported by Intermex employees and partners. Keeping this platform safe, private, and agile so that we may adjust to market demands is critical to our success. Individuals, groups, and state-sponsored organizations may take steps that pose threats to our operations, our computer systems, our employees, our consumers, and our agents. The cybersecurity risks we face range from cyberattacks that are common to most industries, such as the development and deployment of malicious software to gain access to our networks and to attempt to steal confidential information, launching distributed denial of service attacks, or attempting other coordinated disruptions. They may also include more advanced threats that target us because of our position in the remittance industry. Ransomware risk has increased significantly in recent years and presents a significant risk of financial extortion and loss of data. With the Intermex operating model, certain employees continue to work remotely or on a hybrid basis, which increases the importance of the integrity of our remote access security measures. We also face risk from our third-party suppliers if they are affected by cyber security incidents, which could result in their loss of service (which could be a significant component of our services to agents and consumers), exposure of Intermex proprietary, agent and consumer data, or a potential backdoor into the Company’s systems and networks.
While plans and procedures are in place to protect our sensitive data, systems, and networks, we cannot be certain that these measures will be successful and will be sufficient to counter all current and emerging technological threats that are designed to breach our systems to gain access to sensitive information or disrupt our operations. The methods used to obtain unauthorized access, disable or degrade service, or compromise systems change frequently, have become increasingly complex and sophisticated, and are often difficult to detect timely. Threats to our systems and our associated third parties’ systems can derive from human error, fraud, or malice on the part of employees or third parties as well as may result from accidental technological failure. Our defensive data protection measures may not prevent unauthorized access or use of sensitive data. While we maintain insurance coverage that may cover certain aspects of cyber risks and incidents, our insurance coverage may be insufficient to cover all losses, and we may not be able to renew the ability to initiate unauthorized transactions. If users gain improper access toinsurance on commercially reasonable terms or at all. Further, we do not control the actions or technological environments of our our agents’ or our third-party independent contractors’ computer networks or databases,agents and they may be ablesusceptible to steal, publish, delete or modify confidential customer information or generate unauthorized money remittances. Such a breachsimilar threats as previously mentioned which could expose us to monetary liability, losses and legal proceedings, lead to reputational harm, causeliability claims against the Company. Although agents have experienced security breaches, in the aggregate, none of these breaches has had a disruption insignificant or material impact to the Company. In addition, following an acquisition, we take steps to ensure our operations, or makedata and system security protection measures cover the acquired business as part of our consumersintegration process. As such, there may be a period of increased cybersecurity risk during the period between closing an acquisition and agents less confident inthe completion of our services.data and system security integration. Our inability to protect our systems and data from these and similar risks could, among other consequences, adversely affect our reputation, business, financial condition, and results of operations.

Our business is particularly dependent on the efficient and uninterrupted operation of our information technology, computer network systems, and data centers. 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 data centers. Our business involves the physical and electronic movement of large sums of money and the management of data necessary to do so. The success of our business particularly depends upon the efficient and error-free handling of transactions and data. We rely on the ability of our employees and our internal systems and procedures to process 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), security breach, computer virus, improper operation, improper action by our employees, agents, consumers, financial institutions, or third-party vendors or any other event impacting our systems or processes or our agents’ or vendors’ systems or processes, we could suffer financial loss, loss of consumers, regulatory sanctions, lawsuits, and damage to our reputation or consumers’ confidence in our business. The measures we have enacted, such as the implementation of business continuity and disaster recovery plans and redundant computer systems, may not be successful. We may also experience problems other than system failures, including software defects, development delays, and installation difficulties, which would harm our business and reputation and expose us to potential liability and increased operating expenses. In addition, any work stoppages or other labor actions by employees who support our systems or perform any of our major functions could adversely affect our business.
In addition, our ability to continue to provide our services to a growing number of agents and consumers in a growing number of countries, as well as to enhance our existing services and offer new services across new distribution platforms, is dependent on our information technology systems. If we are unable to effectively manage the technology associated with our business, we could experience increased costs, reductions in system availability, and loss of agents or consumers.
Weakness in economic conditions, in both the U.S. and international markets, could adversely affect our business, financial condition and results of operations. We are subject to business cycles and other outside factors that may negatively affect our business.
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Our money remittance business relies in part on the overall strength of economic conditions. Consumer money remittance transactions are affected by, among other things, employment opportunities and overall economic conditions. Additionally, consumers tend to be employed in industries such as construction, information, manufacturing, agriculture and certain service industries that tend to be cyclical and more significantly impacted by weak economic conditions than other industries. This may result in reduced job opportunities for our customers in the United States or other countries that are important to our business, which could adversely affect our business, financial condition and results of operations. In addition, increases in employment opportunities may lag other elements of any economic recovery.
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If general market conditions in the United States or other countries important to our business were to deteriorate, our business, financial condition and results of operations could be adversely impacted. Our agents may have reduced sales or business as a result of weak economic conditions. As a result, our agents may reduce their number of locations, hours of operation, or cease doing business altogether. If our consumer transactions decline due to deteriorating economic conditions, we may be unable to timely and effectively reduce our operating costs or take other actions in response, which could adversely affect our business, financial condition and results of operations. Additionally, economic or political instability, wars, civil unrest, terrorism and natural disasters may make money transfers to, from or within a particular country more difficult. The inability to timely complete money transfers could adversely affect our business.
If we fail to successfully develop and timely introduce new and enhanced services, including the introduction of new digital platforms, or if we make substantial investments in an unsuccessful new service or infrastructure 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 providing money remittance services, including the introduction of new digital platforms, that keep pace with competitive introductions, technological changes, and the demands and
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preferences of our agents, consumers and the financial institutions with which we conduct our business. Distribution channels such as online, account based, and mobile solutions continue to evolve and impact the competitive environment for money remittances. If alternative payment mechanisms become widely accepted as substitutes 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 of operations could be adversely affected. We may make future acquisitions and investments or enter into strategic alliances to develop new technologies and services or to implement infrastructure changes to further our strategic objectives, strengthen our existing businesses and remain competitive. Such acquisitions, investments and strategic alliances, however, are inherently risky, and we cannot guarantee that such investments or strategic alliances will be successful.
A significant percentage of our banking relationships are concentrated in a few banks.
A substantial portion of the transactions that we conduct with and through banks are concentrated in a few banks, notably Wells Fargo, Bank of America and US Bank. Because of the current concentration of our major banking relationships, if we lose such a banking relationship, which could be the result of many factors including, but not limited to, changes in regulation or the requirements imposed by banks and other financial institutions with respect to anti-money laundering, our business, financial condition and results of operations could be adversely affected.
A significant portion of our paying agents are concentrated in a few large banks and financial institutions or large retail chains.
A substantial portion of our paying agents are concentrated in a few large banks and financial institutions and large retail chains. Because of the current concentration, if we lose an institution as a paying agent, which could be the result of many factors including, but not limited to, changes in regulation, our business, financial condition and results of operations could be adversely affected. Elektra, our largest paying agent by volume, accounted for approximately 22%25% of Intermex’s total remittance volume in fiscal year 2021.2023. The loss of Elektra as one of our paying agents could have a material adverse impact on our business and results of operations.
Major bank failure orBank failures, sustained financial market illiquidity, or illiquidity at ourthe clearing, cash management and custodial financial institutions with which we do business, could adversely 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 of sustained deterioration in the liquidity, or failure, of ourthe clearing, cash management and custodial financial institutions.institutions with which we do business. 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 related settlements to agents. Any resulting need to access other sources of liquidity or short-term borrowingborrowings would increase our costs. Any delay or inability to pay 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. A substantial portion of our cash and cash equivalents held at U.S. banks are not subject to federal deposit insurance protection against loss as they exceed the federal deposit insurance limit. Similarly, we hold cash and cash equivalents at foreign banks, which may not enjoy benefits such as the United 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 ability to pursue our growth strategy and fund key strategic initiatives.
If financial liquidity deteriorates, there can be no assurance we will not experience an adverse effect, which may be material, on our ability to access capital or contingent liquidity sources.
Changes in banking industry regulation and practice could make it more difficult for us and our sending agents to maintain depository accounts with banks, which would harm our business.
The banking industry, in light of increased regulatory oversight, is continually examining its business relationships with companies that offer money remittance services and with retail agents that collect and remit cash collected from end consumers. Certain major national and international banks have withdrawn from providing service to money remittance services businesses. Should our existing relationship banks decide to not offer depository services to companies engaged in processing money remittance transactions, or to retail
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agents that collect and remit cash from end customers,consumers, our ability to complete money remittances, and to administer and collect fees from money remittance transactions, could be adversely affected.
Our regulatory status and the regulatory status of our agents as MSBs could affect our ability to offer our services. We also rely on bank accounts to provide our payment services. We and some of our agents may in the future have difficulty establishing or maintaining banking relationships due to the banks’ policies, including policies with respect to anti-money laundering. If we or a significant number of our agents are unable to maintain existing or establish new banking relationships, or if we or these agents face higher fees and other costs
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to maintain or establish new bank accounts, our ability and the ability of our agents to continue to offer our services may be adversely impacted.
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 sending agent becomes insolvent, files for bankruptcy, commits fraud or otherwise fails to remit money remittance proceeds to us, we must nonetheless complete the money remittance on behalf of the consumer.
We monitor the creditworthiness of our sending agents and the financial institutions with which we do business on an ongoing basis. There can be no assurance that the models and approaches we use to assess and monitor the creditworthiness of our sending agents and these financial institutions will be sufficiently 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 guarantees of 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 or fraud. Significant credit losses could have a material and adverse effect on our business, financial condition and results of operations.
Retaining our chief executive officer and other key executives and recruiting and retaining qualified personnel is important to our continued success, and any 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 our strategy has depended in large part on our Chief Executive Officer, President and Chairman of the Board of Directors, Robert Lisy. The retention of Mr. Lisy is 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. The unexpected loss of key personnel may adversely affect the operations and profitability of the Company. Our success also depends to a large extent upon our ability to attract and retain key employees. Qualified individuals with experience in our industry are in high demand. Our IT personnel have designed and implemented key portions of our proprietary software and are crucial to the success of our business. In addition, legal or enforcement actions against compliance and other personnel in the money remittance industry may affect our ability to attract and retain key employees and directors. The lack of management continuity or the loss of one or more members of our executive management team could harm our business and future development. A failure to recruit and retain key personnel including operating, marketing, financial and technical personnel, could also have a material and adverse impact on our business, financial condition and results of operations.
Regulatory and Legal Risks
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 in material settlements, fines or penalties and reputational harm, and changes in these laws or regulations could result in increased operating costs or reduced demand for our services, 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 to jurisdiction. We are also subject to oversight by various governmental agencies, both in the United States and abroad.abroad and, in any given year, we are subject to examinations by relevant federal and state agencies. Lawmakers and regulators in the United States in particular have increased their focus on the regulation of the financial services industry. New or modified regulations and increased oversight may have unforeseen or unintended adverse effects on the financial services industry, which could affect our business, financial condition and results of operations.

The money transfer business is subject to a variety of regulations aimed at preventing money laundering, human trafficking and terrorism. We are subject to U.S. federal anti-money laundering laws, including the BSA and the requirements of the U.S. Treasury Department’s OFAC, which prohibit us from transmitting money to specified countries or to or from prohibited individuals. Additionally,
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we are subject to anti-money laundering laws in the other countries and jurisdictions in which we operate.operate and hold licenses including Europe, Mexico and Guatemala. We are also subject to financial services regulations, money transfer licensing regulations, consumer protection laws, currency control regulations, escheat laws, privacy and data protection laws and anti-bribery laws. Many of these laws are constantly evolving, unclear and inconsistent across various jurisdictions, making compliance challenging. Subsequent legislation, regulation, litigation, court rulings or other events could expose us to increased program costs, liability and reputational damage.
As a MSB, we are subject to reporting, recordkeeping and anti-money laundering provisions in the United States as well as many other jurisdictions. In the past few years there have been significant regulatory reviews and actions taken by U.S. and other regulators and law enforcement agencies against banks, MSBs and other financial institutions related to money laundering, and the trend appears to be greater scrutiny by regulators of potential money laundering activity through financial institutions. We are also subject to regulatory oversight and
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enforcement by FinCEN. Any determination that we or our agents have violated the anti-money-laundering laws could have an adverse effect on our business, financial condition and results of operations.
The Dodd-Frank Act increases the regulation and oversight of the financial services industry. The Dodd-Frank Act requires enforcement by various governmental agencies, including the CFPB. We could be subject to fines or other penalties 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 to change regulations adopted in the past by other regulators could increase our compliance costs and litigation exposure. Our litigation exposure may also be increased 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 required changes in the way we and our agents conduct business. In addition, we are subject to periodic examination by the CFPB. These examinations may require us to change the way we conduct business or increase the costs of compliance.
In addition, we are subject to escheatment laws in the United States and certain foreign jurisdictions in which we conduct business.States. 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 requirements to escheat property to a particular state, making compliance challenging. In some instances, we escheat items to states pursuant to statutory requirements and then subsequently pay those items to consumers. For such amounts, we must file claims for reimbursement from the states.
Any violation by us or our agents of the laws and regulations set forth above could lead to significant settlements, fines or penalties and could limit our ability to conduct business in some jurisdictions. Our systems, employees and processes may not be sufficient to detect and prevent violations of the laws and regulations 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 and penalties, a failure by us or our agents to comply with applicable laws and regulations also could seriously damage our reputation, result in diminished revenue and profit and increase our operating costs and could result in, among other things, revocation of required licenses or registrations, loss of approved status, termination of contracts with banks or retail representatives, administrative enforcement actions and fines, class action lawsuits, cease and desist or consent orders and civil and criminal liability. The occurrence of one or more of these events could have a material and adverse effect on our business, financial condition and results of operations.
In certain cases, regulations may provide administrative discretion regarding enforcement. As a result, regulations may be applied inconsistently across 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 a price higher than most of our competitors to reflect our regulatory costs, this could harm our ability to compete effectively, which could adversely affect our business, financial condition and results of operations. In addition, changes in laws, regulations or other industry practices and standards, or interpretations of legal or regulatory requirements, may reduce the market for or value of our services or render our services less profitable or obsolete. Changes in the laws affecting the kinds of entities that are permitted to act as money remittance agents (such as changes in requirements for capitalization or ownership) could adversely 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 requirements were imposed on our agents, the requirements could lead to a loss of agents, which, in turn, could adversely affect our business, financial condition or results of operations.
Regulators around the world compare approaches to the regulation of the payments and other industries. Consequently, a development in any one country, state or region may influence regulatory approaches in other jurisdictions. Similarly, new laws and regulations in a country, state or region involving one service may cause lawmakers there to extend the regulations to another service. As a result, the risks created by any new laws or regulations are magnified by the potential that they may be replicated, affecting our business in another market or involving another service. Conversely, if widely varying regulations come into existence worldwide, we may have difficulty adjusting our services, fees, foreign exchange spreads and other important aspects of our business, with the same effect.
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Current and future data privacy and cybersecurity laws and regulations could adversely affect our business, financial condition, and results of operations.
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 FTC routinely investigates the privacy practices of companies and has commenced enforcement actions against many, resulting in multi-million dollar settlements and multi-year agreements governing the settling companies’ privacy practices. If we are unable to meet such requirements, we may be subject to significant fines or penalties. Furthermore, certain industry groups require us to adhere to privacy requirements in addition to federal, state, and foreign laws, and certain of our business relationships depend upon our compliance with these requirements.
As the number of jurisdictions enacting privacy and related laws increases and the scope of these laws and enforcement efforts expands, we will increasingly become subject to new and varying requirements. For example, the CCPA requires covered companies to provide California consumers with new disclosures and expands the rights afforded to consumers regarding their data. The costs of compliance with, and other burdens imposed by, the CCPA and similar laws may limit the use and adoption of our products and services and/or require us to incur substantial compliance costs, which could have an adverse impact on our business. In addition, the California Privacy Rights Act of 2020 (CPRA), effective January 1, 2023, expanded the CCPA. For example, the CPRA establishes a new California Privacy Protection Agency to implement and enforce the CPRA, which could increase the risk of an enforcement action. Other states have also enacted data privacy laws. For example, Virginia passed the Consumer Data Protection Act, Colorado passed the Colorado Privacy Act, and Utah passed the Consumer Privacy Act, all of which became effective in 2023. Additionally, several states and localities have enacted measures related to the use of artificial intelligence and machine learning in products and services. In addition, data privacy and security laws have been proposed at the federal, state, and local levels in recent years, which could further complicate compliance efforts. Failure to comply with existing 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, increased expenses for security systems and personnel, or harm to our consumers and harm to our agents.

In addition, in connection with regulatory requirements to assist in the prevention of money laundering and terrorist financing and pursuant to legal obligations and authorizations, we make information available to certain U.S. federal and state, as well as certain foreign, government agencies. Periodically, we receive data sharing requests by these agencies, particularly in connection with efforts to prevent terrorist financing, human traffic or reduce the risk of identity theft. During the same period, there has also been increased public attention 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 that we are compliant with our regulatory responsibilities, the legal, political, and business environments in these areas are rapidly changing, and subsequent legislation, regulation, litigation, court rulings, or other events could expose us to increased program costs, liability, and reputational damage that could have a material and adverse effect on our business, financial condition and results of operations.
Litigation or investigations involving us or our agents could result in material settlements, fines or penalties.
We have been and in the future may be,from time to time are subject to allegations and complaints that individuals or entities have used our money remittance services for fraud-induced money transfers, as well as certain money laundering activities, which mayactivities. In addition, we have been and from time to time are subject to requests for customer and transactional information related to civil and criminal investigations by law enforcement agencies that are concerned with the use of money sending services to facilitate improper activities. These matters could result in fines, penalties, judgments, settlements and investigatory and litigation expenses. We also are the subject from time to time of litigation related to other aspects of 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 and consumer acceptance of our services. Additionally, our business has been in the past, and may be in the future, the subject of class action lawsuits, regulatory actions and investigations and other general litigation. The outcome of class action lawsuits, regulatory actions and investigations and other litigation is difficult to assess or quantify but may include substantial fines and expenses, as well as the revocation of required licenses or registrations or the loss of approved status, which could have a material and adverse effect on our business, financial positioncondition and results of operations or consumers’ confidence in our business. Plaintiffs or
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regulatory agencies in these lawsuits, actions or investigations may seek recovery of very large or indeterminate amounts, and the magnitude of these actions may remain unknown for substantial periods of time. The cost to defend or settle future lawsuits or investigations may be significant. In addition, improper activities, lawsuits or investigations involving our agents may adversely impact our business, financial condition and results of operations or reputation even if we are not directly involved.
We could be adversely affected by violations of the U.S. Foreign Corrupt Practices ActFCPA or other similar anti-corruption laws.
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Our operations around the world, particularly in LAC countries and Africa, are subject to anti-corruption laws and regulations, including restrictions imposed by the U.S. FCPA. The FCPA and similar anti-corruption laws in other jurisdictions generally prohibit companies and their intermediaries from making improper payments to government officials or employees of commercial enterprises for the purpose of obtaining or retaining business, a business advantage or a governmental approval. We operate in parts of the world that are perceived as having higher incidence of corruption and, in certain circumstances, strict compliance with anti-corruption laws may conflict with local customs and practices. Because of the scope and nature of our operations, we experience a higher risk associated with compliance with the FCPA and similar anti-corruption laws than many other companies.
Our employees and agents interact with government officials on our behalf, including as necessary to obtain licenses and other regulatory approvals necessary to operate our business, employ expatriates and resolve tax disputes. We also have a number of contracts with third-party paying agents that are owned or controlled by non-U.S. governments. These interactions and contracts create a risk of payments or offers of payments by one of our employees or agents that could be in violation of the FCPA or other similar anti-corruption laws. Under the FCPA and other similar anti-corruption laws, we may be held liable for 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 governments related to anti-corruption laws, and the trend appears to be greater scrutiny on payments to, and relationships with, foreign entities and individuals.
There can be no assurance that all of our employees and agents will abide by the policies and procedures we have implemented to promote compliance with local laws and regulations as well as U.S. laws and regulations, including FCPA and similar anti-corruption laws. If we are found to be liable 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 suffer, among other consequences, substantial civil and criminal penalties, including fines, incarceration, prohibitions or limitations on the conduct of our business, the loss of our financing facilities and significant reputational damage, any of which could have a material and adverse effect on our results of business, financial condition or results of operations.
Government or regulatory investigations into potential violations of the FCPA or other similar anti-corruption laws by U.S. agencies or other governments could also have a material and adverse effect on our results of business, financial condition and results of operations. Furthermore, detecting, investigating and resolving actual or alleged violations of the FCPA and other similar anti-corruption 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 certain OFAC restrictions.
We conduct money remittance transactions through agents in regions that are politically volatile or, in a limited number of cases, may be subject to certain 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 or forfeiture of assets and the imposition of civil and criminal fines and penalties. In addition to monetary fines or penalties that we could incur, we could be subject to reputational harm that could have an adverse effect on our business, financial condition and results of operations.
New business initiatives, such as modifications to our current product offerings or the introduction of new products, may modify our risk profile from a regulatory perspective.
A number of our recent and planned business initiatives and expansions of existing businesses may bring us into contact, directly or indirectly, with information, individuals and entities that are not within our traditional customer and agent network and that could expose us to new or enhanced regulatory scrutiny. For example, we are starting to offerour offering of services across newnewer distribution platforms which could expose us to increased anti-money laundering, anti-terrorist financing and consumer protection regulations and compliance requirements. Any change in our risk profile stemming from this or any of our other business initiatives could result in increased compliance costs and litigation exposure, which could adversely impact our business, financial condition and results of operations.
The use of third-party vendors and service providers is subject to regulatory review and scrutiny.

The CFPB and other regulators have issued regulatory guidance focusing on the need for entities to perform due diligence and ongoing monitoring of third-party vendor and service provider relationships. Moreover, if our regulators conclude that we have not met the standards for oversight of our third-party vendors, we could be subject to enforcement actions, civil monetary penalties, supervisory orders to cease and desist or other remedial actions, which could adversely impact our business, reputation, financial condition and results of operations.

Changes in U.S. tax laws in the countries we operate could adversely affect our results of operations.
Changes in tax legislation by U.S. federal, state and local governments as well as foreign jurisdictions could impact our effective tax rates. If statutory tax rates are increased, our results of operations and cash flows could be adversely affected.
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Risks Relating to Our business and results of operations may be adversely affected by foreign political, economic and social instability risks, foreign currency restrictions and devaluation, and various local laws associated with doing business primarily in LAC countries.
We derive a substantial portion of our revenue from our money remittance transactions from the United States to the LAC corridor, particularly Mexico and Guatemala, and we are exposed to certain political, economic and other uncertainties not encountered in U.S. operations. Consequently, actions or events in LAC countries that are beyond our control could restrict our ability to operate there or otherwise adversely affect the profitability of those operations. Furthermore, changes in the business, regulatory or political climate in any of those countries, or significant fluctuations in currency exchange rates, could affect our ability to expand or continue our operations there, which could have a material and adverse impact on our business, financial condition and results of operations. In addition, we are exposed to new political, economic and other uncertainties as a result of the geographic expansion to Africa and Asia, any of which could adversely impact our business, financial condition and results of operations.
The countries in which we operate may impose or tighten foreign currency exchange control restrictions, taxes or limitations with regard to repatriation of earnings and investments from these countries. If exchange control restrictions, taxes or limitations are imposed or tightened, our ability to receive dividends or other payments from affected jurisdictions could be reduced, which could have an 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 we operate have been, and continue to be, substantially revised. Therefore, the interpretation and procedural safeguards of the new legal and regulatory systems are in the process of being developed and defined, and existing laws and regulations may be applied inconsistently. Also, in some circumstances, it may not be 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;
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 interpretations detrimental 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 legal enforcement may be difficult or costly;
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.Intellectual Property
If we are unable to adequately protect our brandbrands and the intellectual property rights related to our existing and any new or enhanced services, or if we infringe on the rights of others, our business, financial condition and results of operations could be adversely affected.
The Intermex brand isas well as other brands we operate under are critical to our business. We utilize trademark registrations and other tools to protect our brand.brands. We have not applied for trademark registrations for our name and logo in all geographic markets where we provide services. In those markets where we have applied for trademark registrations, failure to secure those registrations could adversely
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affect our ability to enforce and defend our trademark rights. Our business would be harmed if we were unable to adequately protect our brandbrands and the value of our brandbrands was to decrease as a result.
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We rely on a combination of patent, trademark and copyright laws and trade secret protection and invention assignment, confidentiality or license agreements to protect the intellectual property rights related to our services, all of which only offer limited protection. We may be subject to third-party claims alleging that we infringe their intellectual property rights or have misappropriated other proprietary rights. We may be required to spend resources to defend such claims or to protect and police our own rights. Some of our legal rights in information or technology that we deem proprietary may not be protected by intellectual property laws, particularly in foreign jurisdictions. The loss of our intellectual property protection, the inability to secure or enforce intellectual property protection or to successfully defend against claims of intellectual property infringement or misappropriation could have an adverse effect on our business, financial condition and 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 of operations.
In certain countries, including the United States, patent laws permit the protection of processes and systems. We employ processes and systems in various markets that have been used in the industry by other parties for many years. We or other companies that use these processes and systems consider many 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 be required to defend ourselves against such claim. If unsuccessful, we may be required to pay damages for past infringement, which could be trebled if the infringement 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 either a 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 patent owner 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 future infringement.
Risks Relating to Our Indebtedness
We have a substantial amount ofThe Company’s indebtedness which may limit our operating flexibility and could adversely affect our business, financial condition and results of operations.
We had approximately $85.3$189.5 million of indebtedness as of December 31, 2021,2023, consisting of $75.5 million in outstanding borrowings under the term loan facility and $114.0 million in outstanding borrowings under our revolving credit facility. Our indebtedness, which bears interest at variable rates, could have important consequences to our investors,business and operations, 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;debt, including from increased interest rates;
limiting our flexibility in planning for, or reacting to, changes in our business and the competitive environment; and
limiting our ability to borrow additional funds and increasing the cost of any such borrowing.
At the election of the Company, the interest on the term loan facility and revolving credit facility under our Amended and Restated Credit Agreement (the “A&R Credit Agreement”) is determined by reference to either LIBOR (subject to replacement) or a “base rate”, in each case plus an applicable margin ranging between 2.50% and 3.00% for LIBOR rate loans and 1.50% to 2.00% for base rate loans based upon the Company’s consolidated leverage ratio, as calculated pursuant to the terms of the A&R Credit Agreement, which rates are subject to fluctuation. If interest rates increase, 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. See the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Intermex—Liquidity and Capital 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 to external capital to support these regulatory requirements in order to maintain our licenses and our ability to earn revenue in these jurisdictions. An interruption of our access to capital could impair our ability to conduct business if our regulatory capital falls below requirements.
In July 2017, the Financial Conduct Authority in the United Kingdom, which regulates the London Inter-bank Offered Rate (“LIBOR”), publicly announced that it will no longer compel or persuade banks to make LIBOR submissions after 2021. Recently, the date for certain LIBOR tenors has been extended to June 2023. These announcements are expected to practically end LIBOR rates beginning in 2022. While other alternatives have been proposed, it is unclear which, if any, alternative to LIBOR will be availableOur Amended and widely accepted in major financial markets. We currently have borrowings that are subject to LIBOR-based interest rates, including borrowings under our credit facility. Any alternative to replace LIBOR beginning in 2022 may increase the costs associated with our credit facility. The A&R Credit Agreement contains provisions for the replacement of the benchmark for interest rates in light of the cessation of the publication of LIBOR rates.

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OurRestated Credit Agreement contains covenants that may impairlimit our ability to conduct business.
TheOur Amended and Restated Credit Agreement (the "A&R Credit Agreement") contains operating covenants and financial covenants that may in each case limit management’s discretion with respect to certain business matters. Among other things, these covenants restrict our and our subsidiaries’ ability to, among other things, grant liens, incur additional liens, pay dividendsindebtedness, make acquisitions or investments, dispose of certain assets, change the nature of their businesses, enter into certain transactions with affiliates, amend the terms of material indebtedness or make cash distributionscertain restricted payments, including the repurchase of shares of our common stock above certain limits. We are required to comply with a minimum fixed charge coverage ratio and a maximum consolidated leverage ratio. As a result of these covenants, we may be limited in how we conduct our business. Failure to comply with such covenants may lead to default and acceleration under our A&R Credit Agreement 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 more information.
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Under our A&R Credit Agreement, upon the occurrence of an event of default, we will be unable to continue to borrow funds under the A&R Credit Agreement for so long as an event of default is not remedied or waived. In addition, the lenders will be able to elect to declare all amounts outstanding under the A&R Credit Agreement to be immediately due and payable and terminate all commitments to lend additional funds. If we are unable to repay those amounts, the lenders under the A&R Credit Agreement could proceed to foreclose against our collateral that secures that indebtedness. We have granted the lenders a security interest in substantially all of our assets, including the assets of certain subsidiaries.
Risks Relating to Our Securities
As an “emerging growth company,” we cannot be certain if the reduced disclosure requirements applicable to “emerging growth companies” will make our common stock less attractive to investors.
As an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), we take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies”, including not being required to obtain an assessment of the effectiveness of our internal controls over financial reporting from our independent registered public accounting firm pursuant to Section 404 of the Sarbanes-Oxley Act (“Section 404”), reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. In addition, the JOBS Act provides that an emerging growth company can take advantage of an extended transition period for complying with new or revised accounting standards, which we have elected to do.
We will remain an “emerging growth company” until the earlier of (1) the earliest of the last day of the fiscal year (a) following January 19, 2022, the fifth anniversary of 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 a large 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 of our 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 rely on these exemptions.
Because we have no current plans to pay cash dividends on our common stock for the foreseeable future, youstockholders may not receive any return on investment unless youthey sell yourour common stock for a price greater than that which youwas paid for it.
We have no current plans to pay any cash dividends for the foreseeable future. The declaration, amount, and payment of any future dividends on shares of common stock will be at the sole discretion of our board of directors. Our board of directors may take into account general and economic conditions, our financial condition, and results of operations, our available cash and current and anticipated cash needs, capital requirements, contractual, legal, tax, and regulatory restrictions, implications on the payment of 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 ability to pay dividends is limited by covenants ofour ability to comply with restrictions in our existing and outstanding indebtednesscredit facilities and may be limited by covenants of any future indebtedness we or our subsidiaries incur. As a result, youstockholders may not receive any return on an investment in our common stock unless youthey sell our common stock for a price greater than that which youwas 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 securities or 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, our business, our market, or our competitors. If no or few securities or industry analysts cover the Company, our stock price would likely be less than that which we would obtain if we had such coverage and the liquidity, or trading volume of our common stock may be limited, making it more difficult for a 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 accurately predict 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
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on us downgrades our stock or publishes inaccurate or unfavorable research about our business, our share 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 volume could decline.
Provisions 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 our common 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 the ability 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 management and 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 an interested stockholder;
upon consummation of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% 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 discourage proxy 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 than those 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 our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us.
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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 or proceeding 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 is governed by the internal affairs doctrine. The exclusive forum provision of our bylaws does not establish exclusive jurisdiction in the Court of Chancery of the State of Delaware for claims that arise under the Securities Act, the Exchange Act or other federal securities laws if there is exclusive or concurrent jurisdiction in the federal courts. By becoming our stockholder, you will be deemed to have notice of and have consented to the provisions of our charter related to choice of forum. The choice of forum provision in our charter may limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us.
SPC Intermex LP (“SPC Intermex”), an affiliate of Stella Point Capital (“Stella Point”), has controlled a significant percentage of our common stock, and has had the ability to influence our major corporate decisions. Although SPC Intermex owns significantly fewer shares of our common stock after the Company’s secondary offering in 2020, it remains a significant stockholder the interests of which may conflict with the interests of other holders of our common stock.
SPC Intermex, an affiliate of Stella Point, beneficially owns and has voting power over approximately 8.4% of our outstanding common stock as of December 31, 2021. Pursuant to the Shareholders Agreement, dated July 26, 2018, as amended on December 12, 2018 (as amended, the “Shareholders Agreement”), entered into with the Company and certain of the Company’s stockholders, SPC Intermex Representative LLC (“SPC Representative”) has the right to designate eight of our directors for so long as certain former equity owners of Intermex Holdings II, Inc. party thereto (the “Intermex Legacy Stockholders”) hold, in the aggregate, at least 10% of our outstanding shares of common stock. Following such times as the collective ownership of the Intermex Legacy Stockholders is less than 10% of the outstanding shares of our common stock, SPC Representative will be entitled to designate one person for election to our board of directors, which designation right will lapse at such time as the Intermex Legacy Stockholders’ collective ownership is less than 5% of the outstanding shares of our common stock. As of February 25, 2022, the Intermex Legacy Stockholders continued to own more than 10% of our outstanding shares of common stock. Accordingly, SPC Intermex continues to be able to exert a significant degree of influence over the Company’s management and affairs and over matters requiring stockholder approval, including the election of directors and the approval of business combinations or dispositions and other extraordinary transactions. SPC Intermex also may have interests that differ from the interests of other holders of our common 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 the effect of delaying, preventing or deterring a change of control of the Company and may materially and adversely affect the market price of our common stock. In addition, Stella Point may in the future own businesses that directly compete with the business of the Company.

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Certain of our directors have relationships with Stella Point, which may cause conflicts of interest with respect to our business.
As of the filing date of this Annual Report on Form 10-K, two of our eight directors are affiliated with Stella Point. Stella Point affiliated directors have fiduciary duties to us and, in addition, have duties to their respective funds. As a result, these directors may face real or apparent conflicts of interest with respect to matters affecting both us and their funds, whose interests may be adverse to ours in some circumstances.
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 to securities 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 and diversion of management’s attention and resources, which could have a material and adverse effect on our business, financial condition and results of operations. Any adverse determination in litigation could also subject us to significant liabilities.

ITEM 1B.    UNRESOLVED STAFF COMMENTS
None.


ITEM 1C.     CYBERSECURITY
The Company faces risks from cybersecurity incidents that could have a material adverse effect on our business, financial condition, results of operations, cash flows or reputation. Cybersecurity incidents may target and compromise our systems, as well as confidential consumer, employer, and agent information that we store and manage in connection with some of our services. Any cybersecurity incidents affecting our computer networks, databases, third-party services or facilities could lead to potential interruptions of our operations or our ability to manage and report our operating results. Cybersecurity incidents may also result in the inappropriate use or disclosure of personal information, which could adversely affect consumers’ confidence in our or our agents’ business and expose us to liabilities. As a result, we are required to expend significant capital and other resources to protect us against these security breaches or to alleviate problems caused by these breaches. Intermex has experienced, and may continue to experience, cybersecurity threats in the normal course of its business. To date, however, these events have not had a material adverse effect on the Company’s business, financial condition, results of operations, cash flows or reputation. See Item 1A. Risk Factors for additional information on how risks could materially affect the Company.

To mitigate cybersecurity risks, the Company has designed and implemented a Cybersecurity and Information Security Program ("Cybersecurity Program"), which is managed and executed by our Chief Information Security Officer ("CISO"). Our CISO has over 20 years of experience in information technology and cybersecurity primarily focused in the financial services industry. Our CISO is an experienced professional in technology, security, risk management, and compliance principles related to most United States and global financial services related regulations. Also, our CISO holds and maintains an active Certified Information Systems Security Professional certification as well as other relevant technical certifications. The Board of Directors of the Company (the "Board") generally oversees management’s processes for identifying and mitigating risks we are exposed to, including cybersecurity risks, to help align our risk exposure with our strategic objectives, and has delegated specific oversight of cybersecurity risk management to the Board’s Audit Committee. At least on a quarterly basis, or more frequently as may be warranted, the Board and the Audit Committee are apprised of cybersecurity incidents, if any, and initiatives related to any identified heightened risks. In addition, the CISO provides a comprehensive annual report on cybersecurity as well as quarterly updates to the Audit Committee, the Board and Internal Technology Steering Committee ("IT Steering Committee"), which is composed of members from our Executive Management team and key Information Technology ("IT") personnel.

The foundation of our Cybersecurity Program is based on recognized best practices and standards for cybersecurity and information technology that include the Center of Internet Security ("CIS") Controls Framework. The CIS Critical Security Controls Framework is a prioritized set of safeguards to mitigate the most prevalent cyber-attacks against systems and networks. They are mapped to and referenced by multiple legal, regulatory, and policy frameworks. This framework is employed to guide cybersecurity investments similar to third party audits and risk assessments. Our Cybersecurity Program employs a practical risk-based approach with a focus on addressing risk factors with the highest possible impact, high levels of likelihood, and least amount of existing compensating controls. Key risk factors, along with action plans and a status of identified matters are communicated to Executive Management, the Audit Committee and the Board as part of the CISO's quarterly updates. We have created and continually update, as required, a detailed cybersecurity incident response plan, which outlines the steps to be followed from incident detection to eradication, recovery and notification and which we implement in the event of a cybersecurity incident.

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The Company engages a third party to perform an annual cybersecurity audit, which attests compliance with our Cybersecurity Program and industry best practices. The results of the third-party audit and internal vulnerability reviews are used by the CISO to guide investments in cybersecurity capabilities, solutions, and services to reduce the Company's exposure to cybersecurity risks. To aid managing, prioritizing and remediating any identified cybersecurity, software engineering, and IT infrastructure risks, the Company has implemented a risk register. The risk register is maintained by the IT Department and the status of remediation efforts is communicated to management during the quarterly meetings of the IT Steering Committee. Any significant, control failure, weakness or cybersecurity incident is reported by the CISO to the Company's incident response team and prioritized for remediation in accordance with our cybersecurity incident response plan.

In addition to the third-party audit, we perform ongoing vulnerability reviews and conduct annual penetration testing of both external and internal systems. These tests are conducted by qualified external consultants and all findings are reported to the CISO and any deficiency is tracked until it has been fully remediated. A risk assessment is conducted regularly against NIST and CIS frameworks to determine gaps in controls that exposes the Company to a risk level that requires mitigation efforts. The Company requires in depth security monitoring continuous and real-time, detection of, and responses to cybersecurity threats and has partnered with industry leading managed service providers to accomplish this objective. Our cybersecurity partners maintain continuous security operations centers, threat intelligence, response capabilities, and incident response services. These services are tested for effectiveness annually as part of the internal penetration testing process. As mentioned above, the Company has implemented an incident response plan and incident response team that meets at least annually to assess breach scenarios and improve our response capabilities. All findings from testing, vulnerability analysis, breach scenarios, and event detection are reported quarterly by the CISO to the IT Steering Committee and Audit Committee.


ITEM 2.    PROPERTIES
Our leased corporate offices are located at 9480 South Dixie Highway,in Miami, Florida 33156. In addition, weFlorida. We lease threefour other facilities in the United States, located in Miami, Florida. AsFlorida and New York, New York and two facilities internationally, located in Madrid, Spain and Milan, Italy. In addition, as of December 31, 2021,2023, we lease 36107 Company-operated stores all located inthroughout the United States. We have twoStates, one Company-operated store in Canada and 12 Company-operated stores throughout Spain, Italy and Germany. Substantially all our facilities are leased. Our main international customer service centers are located in Guatemala City, Guatemala, Aguascalientes, Mexico, and Puebla, Mexico where our employees answer operational questions from agents and customers.Our leased facilities are used for operational, sales and administrative purposes in support of our business, and are all currently being utilized as intended.

We believe that our properties are sufficient to meet our current and projected business needs. We periodically review our facility requirements and may acquire new facilities, or modify, update, consolidate, dispose of or sublet existing facilities, based on evolving business needs. In December 2022, we entered into a lease agreement, which expires in 2033, for our new headquarters to accommodate our growing workforce. We completed the move to the new headquarters in February 2024.

ITEM 3.    LEGAL PROCEEDINGS
From time to time, we are subject to various claims, charges and litigation matters that arise in the ordinary course of business. We believe these actions are 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 with certainty, we do not believe that any asserted or unasserted legal claims or proceedings, individually or in the aggregate, will have a material and adverse effect on our business, financial condition and results of operations.

Reference is made to Note 1618 – Commitments and Contingencies in the Consolidated Financial Statements of International Money Express, Inc. contained elsewhere in this Annual Report on Form 10–K for information regarding certain legal proceedings to which we are a party, which information is incorporated by reference herein.

ITEM 4.    MINE SAFETY DISCLOSURES
Not Applicable.
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PART II
ITEM 5.     MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
Market for the Company’s Common Stock

Our common stock trades on the Nasdaq Capital Market under the symbol “IMXI”.

As of February 25, 2022,23, 2024, there were 14361 holders of record of our common stock.

We have not declared or paid, and do not anticipate declaring or paying in the foreseeable future, any cash dividends on our common stock. In addition, the terms of our credit facility include restrictions on our ability to pay dividends to our common stockholders. Any payment of future dividends will be at the discretion of the Company’s Board of Directors and will depend upon, among other factors, the Company’s earnings, financial condition, current and anticipated capital and liquidity requirements, plans for expansion, level of indebtedness and contractual restrictions. The payment of future cash dividends, if any, would be made only from assets legally available.

Equity Compensation Plan Information

The information required by Item 5 with respect to securities authorized for issuance under equity compensation plans is incorporated herein by reference to Part III, Item 12 of this Form 10-K.

Performance Graph

The Company’s peer group (“Peer Group”) consists of publicly-traded companies that are in the money remittance and payment industries and is comprisedcomposed of the following: MoneyGram, Euronet, Remitly and Western Union.

The following graph shows a comparison of cumulative total shareholder return, calculated on a dividend-reinvested basis, for (1) the Company’s common stock, (2) the NASDAQ US Benchmark TR Index and (3) our Peer Group, for the period from July 27,December 31, 2018 (the first day our common stock was separately traded) through December 31, 2021.2023. The graph assumes the value of the investment in our common stock and each index was $100 on July 27,December 31, 2018 and that all dividends were reinvested. The graph plots the value of the initial $100 investment at quarterly intervals for the fiscal years shown. We have not paid any cash dividends and, therefore, the cumulative total return calculation for us is based solely upon stock price appreciation and not upon reinvestment of cash dividends. Historic stock price performance is not necessarily indicative of future stock price performance.

The prior years’ graph included the CRSP NASDAQ Stock Market (US Companies) Index; the NASDAQ US Benchmark TR Index replaces the CRSP NASDAQ Stock Market (US Companies) Index in this analysis and going forward, as the CRSP Index data is no longer accessible. The CRSP index has been included with data through 2020.


COMPARISON OF CUMULATIVE TOTAL RETURN
AMONG INTERNATIONAL MONEY EXPRESS, INC.,
NASDAQ INDEX AND PEER GROUP INDEX

imxi-20211231_g1.gif
The following table is a summary of the monthly cumulative total return for the day our stock began trading on the Nasdaq through each of the dates shown below:

7/27/20189/30/201812/31/20183/31/20196/30/20199/30/201912/31/20193/31/20206/30/20209/30/202012/31/202003/31/202106/30/202109/30/202112/31/2021
IMXI100120.20119.60116.60141.00137.40120.4091.30124.60143.65155.20150.10148.50167.00159.60
NASDAQ Stock Market (US Companies)100104.5086.94100.98105.35105.68118.33102.60133.26148.15170.32
NASDAQ US Benchmark TR Index100103.5788.63101.17105.29106.65116.2692.20112.62123.14140.99149.97162.70162.56177.49
Peer Group10098.7692.46112.47127.38130.10145.3190.61107.00105.02130.19137.41133.75121.14110.98

NOTE: 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 2022. Used with permission. All rights reserved.Stock Chart - Q4 2023.jpg

NOTE: Index Data: Copyright NASDAQ OMX, Inc. Used with permission. All rights reserved.

NOTE: Corporate Performance Graph with peer group uses peer group only performance (excludes only company)Intermex).

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 any general incorporation language in such filing.

Recent Sales of Unregistered Securities

None.

Repurchases of Equity Securities of the Issuer

The Company’s share Repurchase Program (as defined below) provides for the repurchase, from time to time, of shares of Company common stock in open market transactions or in privately negotiated transactions in accordance with applicable securities laws. The timing and the amount of any repurchases is determined based on market conditions, legal requirements, cash flow and liquidity needs and other factors.

The following table provides information about repurchases of our common stock during the quarter ended December 31, 2021:2023:

PeriodPeriodTotal Number of Shares PurchasedAverage Price Paid per ShareTotal Number of Shares Purchased as Part of Publicly Announced Program (a)Approximate Dollar Value of Shares that May Yet be Purchased under the ProgramPeriodTotal Number of Shares Purchased
(a)
Average Price Paid per ShareTotal Number of Shares Purchased as Part of Publicly Announced Program (b)Approximate Dollar Value of Shares that May Yet be Purchased under the Program
October 1 through October 31October 1 through October 3162,447$16.81 62,447$37,744,939 
November 1 through November 30November 1 through November 3084,418$15.83 84,418$36,408,986 
December 1 through December 31December 1 through December 31124,217$15.90 124,217$34,434,199 
TotalTotal271,082271,082

(a)Includes (i) 59, (ii) 2,813 and (iii) 128,238 shares withheld for income tax purposes in October 2023, November 2023 and December 2023, respectively, in connection with shares issued under compensation and benefit programs. In addition, on December 4, 2023 the Company repurchased 100,000 shares at a price of $20.57 per share in a privately negotiated transaction outside of the Repurchase Program. In addition, on December 12, 2023, the Company repurchased 670,403 shares at a price of $19.78 per share in a privately negotiated transaction outside of the Repurchase Program.
(b)On August 18, 2021, the Company’s Board of Directors approved a stock repurchase program (the “Repurchase Program”) that authorizes the Company to purchase up to $40.0 million.million of outstanding shares of the Company’s common stock and which authorization was increased on March 3, 2023 to an additional $100 million of the Company's outstanding shares (the “Repurchase Program”). The Repurchase Program does not have an expiration date.


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ITEM 6.    SELECTED FINANCIAL DATA[RESERVED]
Reserved.
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ITEM 7.    MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The objectives of our Management’s Discussion and Analysis of Financial Condition and Results of Operations are to provide users of our consolidated financial statements with a narrative explanation from the perspective of management of our financial condition, results of operations, cash flows, liquidity and certain other factors that may affect future results. This Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with our Consolidated Financial Statements and related Notes included elsewhere in this Annual Report on Form 10-K. This Annual Report on Form 10-K contains forward-looking statements that involve risks and uncertainties. The forward-looking statements are not historical facts, but rather are based on current expectations, estimates, assumptions and projections about our industry, business and future financial results. Our actual results could differ materially from the results contemplated by these forward-looking statements due to a number of factors, including those discussed in other sections of this Annual Report on Form 10-K. See “Special Note Regarding Forward-Looking Statements” for additional factors relating to such statements and see “Risk Factors” included in Item 1A of this Annual Report on Form 10-K. Our past operating results are not necessarily indicative of operating results in any future periods.

Overview
We are a leading omnichannel money remittance serviceservices company focused primarily on the United States of America (“United States” or “U.S.”) to Latin America and the Caribbean (“LAC”) corridor, which includes Mexico, Central and South America and the Caribbean. In recent years, we expanded our services to allow remittances to Africa and Asia from the United States and also began offering sending services from Canada to Latin America and Africa. Also, through the acquisition of LAN Holdings we now provide remittance services from Spain, Italy and Germany to Africa, Asia and Latin America. We utilize our proprietary technology to deliver convenient, reliable and value-added services to our customersconsumers through a broad network of sending and paying agents. Our remittance services, which include a comprehensive suite of ancillary financial processing solutions and payment services, are available in all 50 states in the U.S., Washington D.C., Puerto Rico and 13 provinces in Canada, as well as in certain locations in Spain, Italy and Germany, where customersconsumers can send money to beneficiaries in 17 LAC countries, eightmore than 60 countries in LAC, Africa and two countries in Asia. Our services are accessible in person through over 100,000 independent sending and paying agents and 36122 Company-operated stores, as well as online and via Internet-enabled mobile devices. Additionally, our product and service portfolio include online payment options, pre-paid debit cards and direct deposit payroll cards, which may present different cost, demand, regulatory and risk profiles relative to our core money remittance business.

Money remittance services to LAC countries, mainly Mexico, Guatemala, El Salvador, Honduras and Guatemala,the Dominican Republic, are the primary source of our revenue. These services involve the movement of funds on behalf of an originating customerconsumer for receipt by a designated beneficiary at a designated receiving location. Our remittances to LAC countries are primarily generated in the United States by customersconsumers with roots in Latin American and Caribbean countries, many of whom do not have an existing relationship with a traditional full-service financial institution capable of providing the services we offer. We provide these customersconsumers with flexibility and convenience to help them meet their financial needs. We believe many of our customersconsumers who use our services may have access to traditional banking services, but prefer to use our services based on reliability, convenience and value. We generate money remittance revenue from fees paid by our customersconsumers (i.e., the senders of funds), which we share with our sending agents in the originating country and our paying agents in the destination country. Remittances paid in local currencies that are not pegged to the U.S. dollar, Canadian dollar or Euro can also generate revenue if we are successful in our daily management of currency exchange spreads.

Our money remittance services enable our customersconsumers to send funds through our broad network of locations in the United States, Canada, Spain, Italy and Canada thatGermany, which are primarily operated by third-party businesses, as well as through ourby Company-operated stores.stores located in those jurisdictions. Transactions are processed and payment is collected by our agent (“sending agent(s)”) and those funds become available for pickup by the beneficiary at the designated destination, usually within minutes, at any Intermex payer location (“paying agent(s)”). We refer to our sending agents and our paying agents collectively as agents. In addition, our services are offered digitally through Intermexonline.com, online.i-transfer.es and via Internet-enabled mobile devices. DuringFor the three yearsyear ended December 31, 2021,2023, we have growngrew our agent network by approximately 35.2%16.4% primarily due to the agents added as a result of the acquisition of LAN Holdings, partially offset by the termination of low volume and increased ourunproductive sending agents. For the year ended December 31, 2023, principal amount sent increased by more than 65.5%.approximately 17.2% to $24.5 billion as compared to fiscal year 2022 primarily as a result of an increase in volume in our existing sending agents. In 2021,2023, we processed approximately 40.158.7 million remittances, representing over 25.4%22.8% growth in transactions as compared to 2020.fiscal year 2022.

COVID-19 UpdateAcquisition of La Nacional and LAN Holdings
During March 2020, a global pandemic was declared byEffective November 1, 2022, the World Health Organization related toCompany completed the rapidly growing outbreakacquisition of a novel strainLa Nacional and effective April 5, 2023, we completed the acquisition of coronavirus (“COVID-19”).LAN Holdings. See Note 3 in Item 8 Financial Statements and supplementary data for additional information regarding the acquisitions of La Nacional and LAN Holdings. The pandemic has hadacquisitions of La Nacional and continues to have a significant effect on economic conditionsLAN Holdings strengthen the Company’s presence in the United States, as the efforts of federal, state, localDominican Republic, Europe and foreign governments to react to the public health crisis with mitigation measures have createdother key markets in Latin America, Africa and continue to cause significant uncertainties in the U.S. and global economy, particularly as new variants of COVID-19 appear to be causing an increase in COVID-19 cases in certain places around the world. The extent to which the COVID-19 pandemic and its variants affect our business, operations and financial results depends, and will continue to depend, on numerous evolving factors that we may not be able to accurately predict such as the reduction or reimposition by government and health authorities of restrictions and progress in and effectiveness of vaccination efforts in the United States or in the countries in which we operate and conduct business.

Asia.
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In response to
The “Results of Operations” section below includes the pandemic, our top priority continues being to take appropriate actions to protectimpact of (i) La Nacional for the health and safetyperiod of our employees. We have adjusted standard operating procedures within our business operations to ensure continued worker safety, and are continually monitoring evolving health guidelines and responding to changes as appropriate. These procedures include reconfiguring facilities to reduce employee density, expanded and more frequent cleaning within facilities, implementation of appropriate and mandated hybrid-mode work, distancing programs, employee temperature monitoring, frequent testing and requiring use of certain personal protective equipment at our call centers in Mexico and Guatemala. As ofNovember 1, 2022 through December 31, 2021, all2022 and the whole fiscal year ended December 31, 2023 and (ii) LAN Holdings for the period of our facilities are openApril 6, 2023 through December 31, 2023. See Part II, Item 8, Financial Statements and operating with adjustments to ensure compliance with social distancingSupplementary Data, Note 3, “Acquisitions” for additional financial information regarding La Nacional and facial covering recommendations and requirements established by state and local regulations.LAN Holdings.

NotwithstandingLa Nacional Restructuring Plan

During the third quarter of 2023, the Company implemented a Restructuring Plan (the "Plan") for La Nacional. The objectives were to reorganize the workforce, streamline operational challenges created by the pandemic, our business continues to function and, to date, our customer service has not been adversely affected in any material respect. Nevertheless, the COVID-19 pandemic continues to pose the risk that we or our employees, sending and paying agents,processes, as well as consumers and their beneficiaries, are or may become further restricted from conducting business activities, partially or completely, for an indefinite perioddevelop efficiencies within the Company. The Plan contemplated a reduction of time, includingLa Nacional's workforce due to shutdowns requested or mandated by governmental authorities or imposed by our management, or thatclosing of operations, and surrendering of money transmitter licenses in certain states, termination of selected sending agents, centralization of functions at the pandemic may otherwise interrupt or impair business activities.consolidated Company level and closing of certain facilities.

Although certain measures that restrict the normal course of operations of businesses and consumers were still in place forFor the year ended December 31, 2021, such measures did2023, the Company incurred $1.2 million in expenses related to the Plan. These expenses include approximately $0.9 million in severance payments and related benefits included in salaries and benefits in the consolidated statement of income and comprehensive income, $0.3 million in computer equipment write-offs, $38 thousand for the early termination of a lease agreement and $31 thousand in legal fees related to the surrender of money transmitter licenses within states where La Nacional will no longer operate, which are included in other selling, general and administrative expenses in the consolidated statement of income and comprehensive income.

The Company has paid out the above charges during 2023 and does not have a material adverse effect on the Company’s financial condition, resultsliability recorded as of operations and cash flows for the year ended December 31, 2021. Notwithstanding2023. The Company anticipates that the foregoing,total costs associated with the Company’s business is dependent upon the willingness and ability of its employees, network of agents and consumers to conduct money transfer services and the ultimate effects of the economic disruption caused by the pandemic and responses thereto. Although the Company’s operations continued effectively despite social distancing and other measures taken in response to the pandemic, the ultimate impact of the COVID-19 pandemic on our financial condition, results of operations and cash flows is subject to future developments, including the duration of the pandemic and the related extent of its severity, as well as its impact on the economic conditions, particularly the level of unemployment of our customers, inflation, interest rate levels and foreign exchange volatility, all of which remain uncertain and cannot be predicted at this time. If the global response to contain and remedy the COVID-19 pandemic escalates further or is unsuccessful, or if governmental decisions to ease pandemic related restrictions are ineffective, premature or counterproductive, the Company could experience a material adverse effect on its financial condition, results of operations and cash flows.Plan through March 31, 2024 will approximate $1.5 million.

Further quantificationAs a result of the Plan, the Company expects to reduce compensation expense and discussioncertain facilities related charges in an amount of these pandemic related effects, toapproximately $1.5 million a year. The anticipated effect of this reduction in expenses will be primarily realized during 2024. In addition, the extent relevant andCompany does not expect that the Plan will result in any material are included in the discussionreduction of resultsrevenues or increase of operations below.its operating expenses.


Key Factors and Trends Affecting our Business
Various trends and other factors have affected and may continue to affect our business, financial condition and operating results, including, but not limited to:

public health conditions, including the COVID-19 pandemic, responses thereto and the economic and market effects thereof;

loss of, or reduction in business with, key sending agents;
competitionour ability to effectively compete in the markets in which we operate;

economic factors such as inflation, the level of economic activity, recession risks and labor market conditions, as well as rising interest rates;
international political factors, political instability, tariffs, border taxes or restrictions on remittances or transfers from the outbound countries in which we operate or plan to operate;
volatility in foreign exchange rates that could affect the volume of consumer remittance activity and/or affect our foreign exchange related gains and losses;

public health conditions, responses thereto and the economic and market effects thereof;
consumer confidence in our brands and in consumer money transfers generally;
expansion into new geographic markets or product markets;
the Company’s ability to successfully execute, manage, integrate and obtain the anticipated financial benefits of key acquisitions and mergers;
the ability of our risk management and compliance policies, procedures and systems to mitigate risk related to transaction monitoring;
consumer fraud and other risks relating to the authenticity of customers’ orders or the improper or illegal use of our services by consumers;
cybersecurity-attacks or disruptions to our information technology, computer network systems, data centers and mobile device apps;
new technology or competitors that disrupt the current money transfer and payment ecosystem, including the introduction of new digital platforms;
our success in developing and introducing new products, services and infrastructure;
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our ability to maintain favorable banking and paying agent relationships necessary to conduct our business;

bank failures, sustained financial illiquidity, or illiquidity at the clearing, cash management or custodial financial institutions with which we do business;
changes to banking industry regulation and practice;
credit risks from our agents and the financial institutions with which we do business;

our ability to recruit and retain key personnel;
bank failures, sustained financial illiquidity, or illiquidity at our clearing, cash management or custodial financial institutions;ability to maintain compliance with applicable laws and regulatory requirements

including those intended to prevent use of our money remittance services for criminal activity, those related to data and cyber-security protection, and those related to new business initiatives;
new technology or competitors that disruptenforcement actions and private litigation under regulations applicable to the current ecosystem, including by introducing digital platforms;

money remittance services;
cyber-attacks or disruptions to our information technology, computer network systems, data centerschanges in immigration laws and phone apps;their enforcement;

changes in tax laws in the countries we operate;
our ability to protect our brands and intellectual property rights;
our ability to satisfy our debt obligations and remain in compliance with our credit facility requirements;

our success in developingthe use of third-party vendors and introducing new products, servicesservice providers; and infrastructure;

customer confidence in our brand and in consumer money transfers generally;

our ability to maintain compliance with applicable regulatory requirements;

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international political factors, political stability, tariffs, border taxes or restrictions on remittances or transfers of money out of the United States and Canada;

currency restrictions and volatility in countries in which we operate or plan to operate;

consumer fraud and other risks relating to the authenticity of customers’ orders;

changes in immigration laws and their enforcement;

our ability to protect our brand and intellectual property rights;

weakness in U.S. or international economic conditions;conditions.

changes in tax laws; and

our ability to recruit and retain key personnel.

Latin American politicalPolitical, social and economic conditions in key Latin American markets continue being unstable,to exhibit instability, as evidenced by higher interest rates, high unemployment rates, in key markets, currency reserves, currency controls, restricted lending activity, weakhigher inflation, volatility in foreign currencies and low consumer confidence, some of which reflects the impact of the COVID-19 pandemic, among other factors. Specifically, continued politicaleconomic and economic unrest in parts of Mexico and some countries in South America contributed to volatility.market factors. Our business has generally been resilient during times of economic instability as money remittances are essential to many recipients, with the funds used by the receiving parties for their daily needs; however, long-term sustained appreciation of the Mexican peso or Guatemalan quetzal as compared to the U.S. dollar could negatively affect our revenues and profitability.

Trends in the cross-border money remittance business tend to correlate to immigration trends, global economic opportunity and related employment levels in certain industries such as construction, information technology, manufacturing, agriculture and hospitality, as well as other service industries. The three largest remittance corridors we serve are United States to Mexico, United States to Guatemala and Unites States to the Dominican Republic. According to the latest information available from the World Bank Remittance Matrix, the United States to Mexico remittance corridor was one of the largest in the world in 2023. Furthermore, remittances volume to low and middle income countries grew approximately 3.8% during 2023 according to the latest Migrations and Development Brief report from the World Bank.

Money remittance businesses have continued to be subject to strict legal and regulatory requirements, and we continue to focus on and regularly review our compliance programs. In connection with these reviews, and in light of regulatory complexity and heightened attention of governmental and regulatory authorities related to cybersecurity and compliance activities, we have made, and continue to make, enhancements to our processes and systems designed to detect and prevent cyber-attacks, consumer fraud, money laundering, terrorist financing, human trafficking and other illicit activities, along with enhancements to improve consumer protection, including the Dodd-Frank Wall Street Reform and Consumer Protection Act and similar regulations outside the United States. In coming periods, we expect these and future enhancementsregulatory requirements will continue to result in changes to certain of our business and administrative practices and may result in increased costs.

We maintain a compliance department, the responsibility of which is to monitor transactions, detect and report suspicious activity, maintain appropriate records and train our employees and agents. An independent third-party periodically reviews our policies and procedures and performs independent testing to assess the effectiveness of our anti-money laundering and Bank Secrecy Act compliance program. We also maintain a regulatory affairs and licensing department, under the direction of our Chief Operating Officer, whose responsibility is to manage regulatory affairs and licensing.

Compliance Officer.
The market for money remittance services is very competitive. Our competitors include a small number of large money remittance providers, financial institutions, banks and a large number of small niche money remittance service providers that serve select regions. We compete with larger companies, such as Western Union, MoneyGram, Remitly and Euronet, and a number of other smaller MSBmoney services business (“MSB”) entities. We generally compete for money remittance agents on the basis of value, service, quality, technical and operational differences, commission structure and marketing efforts. As a philosophy, we sell credible solutions to our sending agents, not discounts or higher commissions, as is typical for the industry. We compete for money remittance customers on the basis of trust, convenience, service, efficiency of outlets, value, enhanced technology and brand recognition.

We have encountered and continue to expect to encounter increasing competition as new electronic platforms emerge that enable customersconsumers to send and receive money through a variety of channels, but we do not expect adoption rates to be as significant in the near
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term for the customerconsumer segment we serve. Regardless, we continue to innovate in the industry by differentiating our money remittance business through programs to foster loyalty among agents as well as customersconsumers and have expanded our channels through which our services are accessed to include online and mobile offerings which are experiencing customerconsumer adoption.

How We Assess the Performance of Our Business
In assessing the performance of our business, we consider a variety of performance and financial measures. The key indicators of the financial condition and operating performance of our business are revenues, service charges from agents and banks, salaries and benefits, other selling, general and administrative expenses and net income. To help us assess our performance with these key indicators, we primarily use Adjusted Net Income, Adjusted Earnings per Share and Adjusted EBITDA as non-GAAP financial measures. We believe these non-GAAP measures provide useful information to investors and expanded insight to measure our revenue and cost performance as a supplement to our U.S. GAAP consolidated financial statements. See the “Adjusted Net Income and Adjusted Earnings per Share” and “Adjusted
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EBITDA” sections below for reconciliations of these non-GAAP financial measures to net income and earnings per share, our closest GAAP measures.

Revenues
Transaction volume is the primary generator of revenue in our business. Revenue on transactions is derived primarily from transaction fees paid by customersconsumers to transfer money. Revenues per transaction vary based upon send and receive locations and the amount sent. In certain transactions involving different send and receive currencies, we generate foreign exchange gains based on the difference between the set exchange rate charged by us to the sender and the rate available to us in the wholesale foreign exchange market. Also, we generate revenues from technology services provided to the independent network of agents that utilize the Company’s technology in processing transactions paid by credit or debit card, check cashing services and maintenance fees, for which revenue is derived by a fee per transaction

Operating Expenses
Service Charges from Agents and Banks

Service charges primarily consist of sending and paying agent commissions and bank fees. Service charges vary based on agent commission percentages and the amount of fees charged by the banks. Sending agents earn a commission on each transaction they process of approximately 50% of the transaction fee. Service charges may increase if banks or payer organizations increase their fee structure or sending agents use higher fee methods to remit funds to us. Service charges also vary based on the method the customerconsumer selects to send the transfer and the payer organization that facilitates the transaction.

Salaries and Benefits

Salaries and benefits include cash and share-based compensation associated with our corporate employees and sales team as well as employees at our Company-operated stores. Corporate employees include management, customer service, compliance, information technology, operations, finance, legal and human resources. Our sales team, located throughout the United States, Canada, Spain and Canada,Italy, is focused on supporting and growing our sending agent network. Share-based compensation is primarily recognized as an expense on a straight-line basis over the requisite service period; unrecognized compensation expense related to stock options, restricted stock units (“RSUs”), restricted stock awards (“RSAs”) and performance stock units (“PSUs”) of approximately $8.4$11.9 million is expected to be recognized over a weighted-average period of 1.751.8 years.

Other Selling, General and Administrative

General and administrative expenses primarily consist of fixed overhead expenses associated with our operations, such as information technology, telecommunications, rent, insurance, professional services, non-income or indirect taxes, facilities maintenance, provision for credit losses and other similar types of operating expenses. A portion of these expenses relate to our Company-operated stores; however, the majority relate to the overall business and compliance requirements of a regulated publicly traded financial services company. Selling expenses include expenses such as advertising and promotion, provision for credit lossesshipping, supplies and other expenses associated with serving and increasing our network of sending agents.

Transaction Costs

We incurred transaction costs primarily associated with the acquisitions of La Nacional and LAN Holdings. These expensescosts included all internal and external costs directly related to the transaction, consisting primarily of legal, consulting, accounting and advisory fees and certain incentive bonuses. Due to their significance, they are expected to continue to increase at a slower pace than the increasepresented separately in our revenues.consolidated statements of income and comprehensive income. For additional information on these acquisitions, see Note 3 to the consolidated financial statements.

Depreciation and Amortization
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Depreciation and amortization largely consists of depreciation of computer equipment and amortization of software that supports our technology platform. AmortizationIn addition, it includes amortization of intangible assets is primarily related to our agent relationships, trade namenames and developed technology.

Non-Operating Expenses
Interest Expense
Interest expense consists primarily of interest associated with our debt, which consists of a term loan facility and a revolving credit facility. The effective average interest rates for the year ended December 31, 20212023 for the term loan facility and revolving credit facility, which related to the Original Credit Agreement (as defined herein) andCompany’s A&R Credit Agreement (as defined herein), were 4.23%8.33% and 0.78%1.92%, respectively. Interest on the term loan and revolving credit facilities is determined by reference to either LIBOR (subject to replacement) or a “base rate”, in each case plus an applicable margin, under the A&R Credit Agreement, of between 2.50% and 3.00% per annum for LIBOR loans and between 1.50% and 2.00% per annum for base rate loans depending on the level of our consolidated leverage ratio, as calculated pursuant to the terms of the A&R Credit Agreement. The Company is also required to pay a fee on the unused portion of the revolving credit facility equal to 0.35% per annum.

Income tax provision
Our income tax provision includes the expected benefit of all deferred tax assets, including our net operating loss carryforwards. With few exceptions, our net operating loss carryforwards will expire from 20302029 through 2041.2043. After consideration of all evidence, both positive
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and negative, management has determined that no valuation allowance is required at December 31, 20212023 on the Company’s U.S. federal or state deferred tax assets; however, a valuation allowance has been recorded as of December 31, 20212023 on deferred tax assets associated with Canadianforeign net operating loss carryforwards. Our income tax provision reflects the effects of state taxes, non-deductible expenses, share-based compensation expense, and foreign tax rates applicable to the Company’s foreign subsidiaries that are higher or lower than the U.S. statutory rate.

Net Income
Net income is determined by subtracting operating and non-operating expenses from revenues.

Earnings per Share
Basic earnings per share is calculated by dividing net income by the weighted-average number of common shares outstanding for each period. Diluted earnings per share is calculated by dividing net income by the weighted-average number of common shares and common share equivalents outstanding for each period. Diluted earnings per share reflects the potential dilution that could occur if outstanding stock options at the presented dates are exercised and shares of restricted stock units, restricted stock awardsRSUs, RSAs and performance stock unitsPSUs have vested, using the treasury stock method. Shares of treasury stock are not considered outstanding and therefore are excluded from the weighted average number of common shares outstanding calculation.

Segments
Our business is organized around one reportable segment that provides money transmittal services primarily between the United States and Canada to Mexico, Guatemala and other countries in Latin America, Africa and Asia through a network of authorized agents located in various unaffiliated retail establishments and 36122 Company-operated stores throughout the United States, Canada, Spain, Italy and Canada.Germany. This is based on the objectives of the business and how our chief operating decision maker, the CEO and President, monitors operating performance and allocates resources.

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Results of Operations
A discussion of changes in our results of operations and cash flows from fiscal year 2022 to fiscal year 2021 has been omitted from this Annual Report on Form 10-K, but may be found in “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our Annual Report on Form 10-K for the fiscal year ended December 31, 2022, filed with the SEC on March 15, 2023, which is available free of charge on the SEC’s website at www.sec.gov and at www.intermexonline.com, by clicking “Investors” located at the bottom of the page. The content of any website referred to in this document is not incorporated by reference into this document.

The following table summarizes key components of our results of operations for the periods indicated:

Year Ended December 31,
(in thousands, except for share data)202120202019
Revenues:
Wire transfer and money order fees, net$393,241 $307,909 $273,081 
Foreign exchange gain, net62,832 46,763 44,268 
Other income3,133 2,537 2,252 
Total revenues459,206 357,209 319,601 
Operating expenses:
Service charges from agents and banks307,458 238,597 212,670 
Salaries and benefits43,065 32,831 30,705 
Other selling, general and administrative expenses31,340 22,086 27,095 
Depreciation and amortization9,491 10,828 12,689 
Total operating expenses391,354 304,342 283,159 
Operating income67,852 52,867 36,442 
Interest expense4,537 6,566 8,510 
Income before income taxes63,315 46,301 27,932 
Income tax provision16,472 12,517 8,323 
Net income$46,843 $33,784 $19,609 
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Year Ended December 31,
(in thousands, except for share data)202320222021
Revenues:
Wire transfer and money order fees, net$561,540 $469,162 $393,241 
Foreign exchange gain, net87,908 72,920 62,832 
Other income9,287 4,723 3,133 
Total revenues658,735 546,805 459,206 
Operating expenses:
Service charges from agents and banks430,865 364,804 307,458 
Salaries and benefits71,090 52,224 43,065 
Other selling, general and administrative expenses47,979 34,394 30,334 
Transaction costs445 3,005 1,006 
Depreciation and amortization12,866 9,470 9,491 
Total operating expenses563,245 463,897 391,354 
Operating income95,490 82,908 67,852 
Interest expense10,426 5,629 4,537 
Income before income taxes85,064 77,279 63,315 
Income tax provision25,549 19,948 16,472 
Net income$59,515 $57,331 $46,843 
Earnings per common share:
Basic$1.67 $1.52 $1.22 
Diluted$1.63 $1.48 $1.20 

Year Ended December 31, 20212023 Compared to the Year Ended December 31, 20202022
Revenues
Revenues for the above periods are presented below:
Year Ended December 31,
Year Ended December 31,Year Ended December 31,
($ in thousands)($ in thousands)2021% of
Revenues
2020% of
Revenues
($ in thousands)2023% of
Revenues
2022% of
Revenues
Revenues:Revenues:
Wire transfer and money order fees, net
Wire transfer and money order fees, net
Wire transfer and money order fees, netWire transfer and money order fees, net$393,241 85 %$307,909 86 %$561,540 86 86 %$469,162 86 86 %
Foreign exchange gain, netForeign exchange gain, net62,832 14 %46,763 13 %Foreign exchange gain, net87,908 13 13 %72,920 13 13 %
Other incomeOther income3,133 %2,537 %Other income9,287 %4,723 %
Total revenuesTotal revenues$459,206 100 %$357,209 100 %Total revenues$658,735 100 100 %$546,805 100 100 %
Wire transfer and money order fees, net of $393.2$561.5 million, for the year ended December 31, 20212023 increased by $85.3$92.3 million, or 27.7%19.7%, from $307.9$469.2 million for the year ended December 31, 2020.2022. This increase was primarily due to a 25.4%22.8% increase in transaction volume compared to the year ended December 31, 2020,2022, largely due to the continued growth in our agent network that expanded as a result of the La Nacional and LAN Holdings acquisitions, which network increased on a net basis by 11.7% from December 202016.4% when compared to December 2021, as our31,
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2022. These increases were partially offset by a lower average price per transaction has remained stable as compared toon money transfers processed by La Nacional and LAN Holdings that is consistent with the prior year.conditions of the markets in which they operate.

Revenues from foreign exchange gain, net of $62.8$87.9 million for the year ended December 31, 2021,2023, increased by $16.0$15.0 million, or 34.4%20.6%, from $46.8$72.9 million for the year ended December 31, 2020.2022. This increase was primarily due to higher transaction volume achieved
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by growth in our agent networknetwork.

Other income of $9.3 million for the year ended December 31, 2023 increased by $4.6 million or 97.9% from $4.7 million for the year ended December 31, 2022, primarily due to the impact of the revenue generated from other ancillary services provided by La Nacional and LAN Holdings to a particular segment of their consumers and commercial customers, an increase in fees related to higher average amount sent by our customers, as well as, increased foreign exchange volatilityvolume of transfers deemed abandoned property, fees related to advances to sending agents and an increase in the Mexican peso during the year.income related to money transfer transactions paid with debit or credit cards.

Operating Expenses

Operating expenses for the above periods are presented below:

Year Ended December 31,
Year Ended December 31,Year Ended December 31,
($ in thousands)($ in thousands)2021% of
Revenues
2020% of
Revenues
($ in thousands)2023% of
Revenues
2022% of
Revenues
Operating expenses:Operating expenses:
Service charges from agents and banksService charges from agents and banks$307,458 67 %$238,597 67 %
Service charges from agents and banks
Service charges from agents and banks$430,865 65 %$364,804 67 %
Salaries and benefitsSalaries and benefits43,065 %32,831 %Salaries and benefits71,090 11 11 %52,224 10 10 %
Other selling, general and administrative expensesOther selling, general and administrative expenses31,340 %22,086 %Other selling, general and administrative expenses47,979 %34,394 %
Transaction costsTransaction costs445 NM3,005 %
Depreciation and amortizationDepreciation and amortization9,491 %10,828 %Depreciation and amortization12,866 %9,470 %
Total operating expensesTotal operating expenses$391,354 85 %$304,342 85 %Total operating expenses$563,245 86 86 %$463,897 85 85 %

NM - Amounts rounds to less than 1%.

Service charges from agents and banks— Service charges from agents and banks were $307.5$430.9 million for the year ended December 31, 20212023 compared to $238.6$364.8 million for the year ended December 31, 2020.2022. The increase of $68.9$66.1 million, or 28.9%18.1%, was primarily due to the increase in transaction volume described above. For the year ended December 31, 2023, service charges from agents and banks represented 65% of total revenues compared to 67% for the year ended December 31, 2022. The decrease is primarily due to a lower average cost per transaction processed by our agents.

Salaries and benefits— Salaries and benefits were $43.1$71.1 million for the year ended December 31, 2021,2023, an increase of $10.3$18.9 million, or 31.2%36.2%, from $32.8$52.2 million for the year ended December 31, 2020.2022. The increase wasis primarily due to $7.7$16.1 million spent in talent acquisition and retention, to support the continued growth of our business,as well as increased wages, health benefits and bonusesrelated payroll taxes, including the additional compensation related to recognize performance, a $1.1 million increase in commission expense for our sales representativesLa Nacional and a $1.4 million increase inLAN Holdings employees, which represents approximately 23.9% of salaries and benefits. In addition, share-based compensation increased by $1.0 million as a result of new awards granted during 2021.grants awarded to employees. The increase also includes $0.9 million in severance payments and related benefits as a result of the execution of the restructuring of La Nacional under the Plan. Salaries and benefits for the year ended December 31, 2023 represent 11% of total Revenues compared to 10% for the year ended December 31, 2022, which increase is attributable to our expanded workforce as a result of the La Nacional and LAN Holdings acquisitions as they carry out independently the execution of certain operational functions.

Other selling, general and administrative expenses— Other selling, general and administrative expenses of $31.3$48.0 million for the year ended December 31, 20212023 increased by $9.2$13.6 million, or 41.9%39.5%, from $22.1$34.4 million for the year ended December 31, 2020.2022.

The increase was primarily the result of:

$1.76.3 million - relatinghigher facilities and rent expenses for scheduled maintenance and contracted lease rate increases to support our business growth and expenses related to the losses from two separate closures of financial institutions in Mexico. These amounted to $2.0 millioncompany-operated stores and $0.3 million (pre-tax) in 2021 and 2020, respectively;
$2.1 million - increase in advertising and promotion expensesother facilities added as compared to 2020 during which we curtailed these activities becausea result of the COVID-19 pandemic;
$1.0 million in a write-off of software development expenditures in the third quarter of 2021;
$1.0 million of professionalLa Nacional and legal fees directly attributable to potentialLAN Holdings acquisitions;
$2.0 million - higher other operating expenses to support our business growth, some of which expenses were reduced last year due to the COVID-19 pandemic; and
$1.32.8 million - higher IT related expenses incurred to sustain our business expansion and to improve our technology environment.environment;
$2.4 million - increase in provision for credit losses due to higher net write-offs of accounts receivable during the year ended December 31, 2023 compared to the year ended December 31, 2022, primarily as a result of sending agents that were not able to pay in accordance with the original terms and are, accordingly, subject to our normal collection procedures;
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$1.0 million - higher loss on disposal of assets primarily due to replacement of equipment used by our agent network and write-off of equipment assigned to sending agents closed during the year ended December 31, 2023, as well as $0.3 million in computer equipment write offs related to the restructuring of La Nacional under the Plan;
$0.6 million - higher professional and legal fees to support our expanded operations in the United States and Europe;
$0.5 million - higher property and other indirect taxes due to the acquisition of LAN Holdings;
$0.3 million - higher state license & bond insurance due to the acquisition of La Nacional; and
$0.8 million - refund of state business and occupancy tax from the state of Washington in 2022 that did not recur in 2023.

These increases were partially offset by:

$0.7 million - in lower advertising and promotion expenses, primarily as a result of lower investment in advertising during 2023 and higher co-branding investment by some of our paying agents during 2022; and
$1.6 million - related to a provision recorded on deposits frozen at certain closed financial institutions in Mexico in 2022 that did not recur in 2023.

Transaction Costs— Transaction Costs of $0.4 million and $3.0 million for the years ended December 31, 2023 and 2022, respectively, relate primarily to financial advisory fees as well as other professional fees and legal fees incurred in connection with business acquisition transactions. Transaction costs for the year ended December 31, 2023 primarily related to the LAN Holdings acquisition, while transaction costs for the year ended December 31, 2022 related to costs incurred in connection with both the La Nacional and LAN Holdings acquisitions.

Depreciation and amortization— Depreciation and amortization of $9.5$12.9 million for the year ended December 31, 2021 decreased2023 increased by $1.3$3.4 million from $9.5 million, or 12.3%35.8%, from $10.8 million for the year ended December 31, 2020. This2022. The increase is the result of a $1.7 million increase in depreciation associated with additional software internally developed and computer equipment to support our growing business and sending agent network, as well as approximately $1.2 million of depreciation for assets assumed in the La Nacional and LAN Holdings acquisitions and approximately $1.9 million for amortization of intangibles resulting from the La Nacional and LAN Holdings acquisitions. These increases were partially offset by a decrease is mainly due to $1.8of approximately $1.0 million lessin amortization related to our Intermex trade name, developed technology and agent relationships during the year ended December 31, 20212023, as these intangibles are being amortized on an accelerated basis, which declines over time. This decrease was partially offset by an increase in depreciation of $0.5 million associated primarily with additional computer equipment to support our growing business and agent network.

Non-Operating Expenses
Interest expense— Interest expense was $4.5$10.4 million for the year ended December 31, 2021, a decrease2023, an increase of $2.1$4.8 million, or 30.9%85.7%, from $6.6$5.6 million for the year ended December 31, 2020.2022. The decreaseincrease was primarily due to lowerhigher market interest rates paid under the credit agreements (as described below)our A&R Credit Agreement, as well as higher and lower drawingsmore frequent draws under our revolving credit facility.facility during the year ended December 31, 2023.

Income tax provision— Income tax provision was $16.5$25.5 million for the year ended December 31, 2021,2023, an increase of $4.0$5.6 million, or 31.6%28.1%, from an income tax provision of $12.5$19.9 million for the year ended December 31, 2020.2022. The increase in the income tax provision was mainly attributable to an increase in our effective state tax rate primarily as a result of revenue from La Nacional earned during the year ended December 31, 2023, which is sourced to states with relatively higher taxabletax rates and from increases in non-deductible officer expenses. In addition, the income resultingtax provision for the year ended December 31, 2022 was favorably affected by a tax windfall from our growthdeductible stock-compensation as discussed above.a result of stock option exercises during the year.

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Net Income
We reported net income of $46.8$59.5 million for the year ended December 31, 20212023 compared to net income of $33.8$57.3 million for the year ended December 31, 2020,2022, which resulted in an increase of $13.0$2.2 million due to the same factors discussed above.

Earnings Per Share
Earnings per Share - Basic for the year ended December 31, 20212023 was $1.22,$1.67, representing an increase of $0.33,$0.15, or 37.1%9.9%, compared to $0.89$1.52 for the year ended December 31, 2020.2022.

Earnings per Share - Diluted for the year ended December 31, 20212023 was $1.20,$1.63, representing an increase of $0.32,$0.15, or 36.4%10.1%, compared to $0.88$1.48 for the year ended December 31, 2020.2022.

The increase in both basic and diluted EPS largely reflect the increased net income discussed above.above and the effect of a reduced share count as a result of the stock repurchases.

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Non-GAAP Financial Measures
We use Adjusted Net Income, Adjusted Earnings per Share and Adjusted EBITDA to evaluate our performance, both internally and as compared with our peers, because these measures exclude certain items that may not be indicative of our core operating results, as well as items that can vary widely among companies within our industry. For example, non-cash compensation costs can be subject to volatility from changes in the market price per share of our common stock or variations in the value and number of shares granted, and amortization of intangible assets is subject to business acquisition activity,activities, which varies from period to period and amortization of intangibles expense is primarily related to the effects of push down accounting resulting from acquisitions.period.

We present these non-GAAP financial measures because we believe they are frequently used by analysts, investors and other interested parties to evaluate companies in our industry. Furthermore, we believe they are helpful in highlighting trends in our operating results by focusing on our core operating results and are useful to evaluate our performance in conjunction with our GAAP financial measures. Adjusted Net Income, Adjusted Earnings per Share and Adjusted EBITDA are non-GAAP financial measures and should not be considered as an alternative to operating income, net income or earnings per share as a measure of operating performance or cash flows or as a measure of liquidity. Non-GAAP financial measures are not necessarily calculated the same way by different companies and should not be considered a substitute for or superior to GAAP measures.

Adjusted EBITDA is one of the primary metrics used by management to evaluate the financial performance of our business because it excludes, among other things, the effects of certain transactions that are outside the control of management, while other measures can differ significantly depending on long-term strategic decisions regarding capital structure, the jurisdictions in which we operate and capital investments.

In particular, Adjusted EBITDA is subject to certain limitations, including the following:

Adjusted EBITDA does not reflect interest expense, or the amounts necessary to service interest or principal payments on our Credit Agreement;debt;

Adjusted EBITDA does not reflect income tax provision (benefit), and because the payment of taxes is part of our operations, tax provision is a necessary element of our costs and ability to operate;

Although depreciation and amortization are eliminated in the calculation of Adjusted EBITDA, the assets being depreciated and amortized will often have to be replaced in the future, and Adjusted EBITDA does not reflect any costs of such replacements;

Adjusted EBITDA does not reflect the noncash component of share-based compensation;

Adjusted EBITDA does not reflect the impact of earnings or charges resulting from matters we consider not to be reflective, on a recurring basis, of our ongoing operations; and

other companies in our industry may calculate Adjusted EBITDA or similarly titled measures differently than we do, limiting its usefulness as a comparative measure.

We adjust for these limitations by relying primarily on our GAAP results and using Adjusted EBITDA, as well as our other non-GAAP financial measures, only as supplemental information.


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Adjusted Net Income and Adjusted Earnings per Share
Adjusted Net Income is defined as net income adjusted to add back certain charges and expenses, such as non-cash amortization of intangible assets resulting from push-down accounting, which will recur in future periods until these assets have been fully amortized, and excludes the amortization of other intangible assets related to thebusiness acquisition of Company-operated stores,transactions, non-cash compensation costs litigation settlements and other items set forth in the table below, as these charges and expenses are not considered a part of our core business operations and are not an indicator of ongoing, future company performance.

Adjusted Earnings per Share - Basic and Diluted is calculated by dividing Adjusted Net Income by GAAP weighted-average common shares outstanding (basic and diluted).

Adjusted Net Income for the year ended December 31, 20212023 was $57.5$71.0 million, representing an increase of $15.2$1.1 million, or 35.7%1.6%, from Adjusted Net Income of $42.3$69.9 million for the year ended December 31, 2020.2022. The increase in Adjusted Net Income was primarily due to the increase in net income discussed above and certain higherpartially offset by the lower net effect of the adjusting items detailed in the table below.

The following table presents the reconciliation of Net Income, our closest GAAP measure, to Adjusted Net Income:

Year Ended December 31,
(in thousands, except for share data)20212020
Net Income$46,843 $33,784 
Adjusted for:
Share-based compensation (a)4,601 3,237 
Offering costs (b)— 509 
TCPA Settlement (c)— 60 
Loss on bank closure (d)2,000 252 
Transaction costs (e)1,006 — 
Other charges and expenses (f)1,705 637 
Amortization of intangibles (g)5,052 6,841 
Income tax benefit related to adjustments (h)(3,738)(2,981)
Adjusted Net Income$57,469 $42,339 
Adjusted Earnings per share
Basic$1.49 $1.11 
Diluted$1.47 $1.10 
Weighted-average common shares outstanding
Basic38,474,040 38,060,290 
Diluted39,103,450 38,358,171 
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Year Ended December 31,
(in thousands, except for share data)20232022
Net Income$59,515 $57,331 
Adjusted for:
Share-based compensation (a)8,111 7,118 
Restructuring costs (b)1,214 — 
Transaction costs (c)445 3,005 
Loss on bank closure (d)— 1,583 
Other charges and expenses (e)1,850 1,141 
Amortization of intangibles (f)4,740 4,102 
Income tax benefit related to adjustments (g)(4,914)(4,376)
Adjusted Net Income$70,961 $69,904 
Adjusted Earnings per share
Basic$1.99 $1.85 
Diluted$1.95 $1.81 
Weighted-average common shares outstanding
Basic35,604,582 37,733,047 
Diluted36,429,714 38,625,390 

(a)Represents share-basedshared-based compensation relating to equity awards granted primarily to employees and independent directors of the Company.
(b)Represents expenses incurred forprimarily severance, write-off of fixed assets and professional fees related to the restructuring of La Nacional.
(c)Represents primarily financial advisory, professional and legal fees in connection with secondary offerings for the Company’s common stock.
(c)Represents legal fees for the settlement of a class action lawsuit related to the TCPA.business acquisition transactions.
(d)Represents two separate losses during the years ended December 31, 2021 and 2020, respectively, related to the closure of a financial institutionsinstitution in Mexico.Mexico during 2021.
(e)Represents professional and legal fees incurred in potential acquisitions, which are included within “Other selling, general and administrative expenses” in our consolidated statements of income and comprehensive income.
(f)Represents primarily loss on disposal of fixed assets, including a write-off of software development expenditures in an amount of $1.0 million during the year ended December 31, 2021 and foreign currency (gains) losses.assets.
(g)(f)Represents the amortization of certain intangible assets that resulted from the application of push-down accounting.business acquisition transactions.
(h)(g)Represents the current and deferred tax impact of the taxable adjustments to net incomeNet Income using the Company’s blended federal and state tax rate for each period. Relevant tax-deductible adjustments include all adjustments to net income.Net Income.


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Adjusted Earnings per Share - Basic (previously defined and used as described above) for the year ended December 31, 20212023 was $1.49,$1.99, representing an increase of $0.38,$0.14, or 34.2%7.6%, compared to $1.11$1.85 for the year ended December 31, 2020.2022. The increase in Adjusted Earnings per Share - Basic was primarily due to higher net income for the year combined with the effect of a lower weighted average common shares total for the year due to stock repurchases, partially offset by the lower net effect of the adjusting items detailed in the table above.

Adjusted Earnings per Share - Diluted (previously defined and used as described above) for the year ended December 31, 20212023 was $1.47,$1.95, representing an increase of $0.37,$0.14, or 33.6%7.7%, compared to $1.10$1.81 for the year ended December 31, 2020.2022. The increase in Adjusted Earnings per Share - Diluted was primarily due to higher net income for the year combined with the effect of a lower weighted average
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common shares total for the year due to stock repurchases, partially offset by the lower net effect of the adjusting items detailed in the table above.

The following table presents the reconciliation of GAAP Earnings per Share, our closest GAAP measure, to Adjusted Earnings per Share:

Year Ended December 31,
20212020
BasicDilutedBasicDiluted
Year Ended December 31,
2023
2023
2023
Basic
Basic
Basic
GAAP Earnings per Share
GAAP Earnings per Share
GAAP Earnings per ShareGAAP Earnings per Share$1.22 $1.20 $0.89 $0.88 
Adjusted for:Adjusted for:
Adjusted for:
Adjusted for:
Share-based compensationShare-based compensation0.12 0.12 0.09 0.08 
Offering costs— — 0.01 0.01 
TCPA settlement— — NMNM
Share-based compensation
Share-based compensation
Restructuring costs
Restructuring costs
Restructuring costs
Transaction costs
Transaction costs
Transaction costs
Loss on bank closureLoss on bank closure0.05 0.05 0.01 0.01 
Transaction costs0.03 0.03 — — 
Loss on bank closure
Loss on bank closure
Other charges and expenses
Other charges and expenses
Other charges and expensesOther charges and expenses0.04 0.04 0.02 0.02 
Amortization of intangiblesAmortization of intangibles0.13 0.13 0.18 0.18 
Amortization of intangibles
Amortization of intangibles
Income tax benefit related to adjustments
Income tax benefit related to adjustments
Income tax benefit related to adjustmentsIncome tax benefit related to adjustments(0.10)(0.10)(0.08)(0.08)
Adjusted Earnings per ShareAdjusted Earnings per Share$1.49 $1.47 $1.11 $1.10 
Adjusted Earnings per Share
Adjusted Earnings per Share

NM - Per share amounts are not meaningful.
The table above may contain slight summation differences due to rounding.

Adjusted EBITDA
Adjusted EBITDA is defined as net income before depreciation and amortization, interest expense, income taxes, and also adjusted to add back certain charges and expenses, such as non-cash compensation costs and other items set forth in the table below, as these charges and expenses are not considered a part of our core business operations and aremay not an indicatorbe indicative of ongoing, future company performance.
Adjusted EBITDA for the year ended December 31, 20212023 was $86.7$120.0 million, representing an increase of $18.3$14.8 million, or 26.7%14.1%, from $68.4$105.2 million for the year ended December 31, 2020.2022. The increase in Adjusted EBITDA was primarily due to the increase inhigher net income discussed above and certain highereffect of the adjusting items detailed in the table below.below combined with the increase in net income discussed above.
The following table presents the reconciliation of Net Income, our closest GAAP measure, to Adjusted EBITDA:
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Year Ended December 31,
Year Ended December 31,Year Ended December 31,
(in thousands)(in thousands)20212020(in thousands)20232022
Net IncomeNet Income$46,843 $33,784 
Net Income
Net Income
Adjusted for:Adjusted for:
Adjusted for:
Adjusted for:
Interest expense
Interest expense
Interest expenseInterest expense4,537 6,566 
Income tax provisionIncome tax provision16,472 12,517 
Depreciation and amortizationDepreciation and amortization9,491 10,828 
EBITDAEBITDA77,343 63,695 
Share-based compensation (a)Share-based compensation (a)4,601 3,237 
Offering costs (b)— 509 
TCPA Settlement (c)— 60 
Restructuring costs (b)
Transaction costs (c)
Loss on bank closure (d)Loss on bank closure (d)2,000 252 
Transaction costs (e)1,006 — 
Other charges and expenses (f)1,705 637 
Other charges and expenses (e)
Adjusted EBITDAAdjusted EBITDA$86,655 $68,390 
(a)Represents share-basedshared-based compensation relating to equity awards granted primarily to employees and independent directors of the Company.
(b)Represents expenses incurred forprimarily severance, write-off of fixed assets and professional fees related to the restructuring of La Nacional.
(c)Represents primarily financial advisory, professional and legal fees in connection with secondary offerings for the Company’s common stock.
(c)Represents legal fees for the settlement of a class action lawsuit related to the TCPA.business acquisition transactions.
(d)Represents two separate losses during the years ended December 31, 2021 and 2020, respectively, related to the closure of a financial institutionsinstitution in Mexico.Mexico during 2021.
(e)Represents professional and legal fees incurred in potential acquisitions, which are included within “Other selling, general and administrative expenses” in our consolidated statements of income and comprehensive income.
(f)Represents primarily loss on disposal of fixed assets, including a write-off of software development expenditures in an amount of $1.0 million during the year ended December 31, 2021 and foreign currency (gains) losses.assets.

Year Ended December 31, 2020 Compared to the Year Ended December 31, 2019
A discussion of changes in our results of operations from fiscal 2020 to fiscal 2019 has been omitted from this Annual Report on Form 10-K, but may be found in “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our Annual Report on Form 10-K for the fiscal year ended December 31, 2020, filed with the SEC on March 15, 2021, which is available free of charge on the SECs website at www.sec.gov and at www.intermexonline.com, by clicking “Investors” located at the bottom of the page.

Liquidity and Capital Resources
We consider liquidity in terms of cash and cash equivalents position, cash flows from operations and their sufficiency to fund business operations, including working capital needs, debt service, acquisitions, capital expenditures, contractual obligations and other commitments. In particular, to meet our payment service obligations at all times, we must have sufficient highly liquid assets and be able to move funds on a timely basis.

Our principal sources of liquidity are our cash generated by operating activities supplemented with borrowings under our revolving credit facility. Our primary cash needs are for day-to-day operations, to pay interest and principal on our indebtedness, to fund working capital requirements and to make capital expenditures.

Notwithstanding the recent effects of the COVID-19 pandemic in the U.S. economy, weWe have funded and still expect to continue funding our liquidity requirements through internally generated funds, supplemented in the ordinary course, with borrowings under our revolving credit facility. While our operating cash flows may be affected by the economic conditions resulting from the pandemic and other factors, weWe maintain a strong cash and cash equivalents balance position and have access to committed funding sources, which we have used only on a limited andan ordinary course basis during the year ended December 31, 2021.2023. Therefore, we believe that our current cash and cash equivalents position, as well as projected cash flows generated from operations, together with borrowings under our revolving credit facility are sufficient to fund the principal and interest payments on our principal debt, payments, interest expense,lease expenses, our working capital needs, our business acquisitions and our expected capital expenditures for at leastin the next twelve months.long-term.



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Amended and Restated Credit Agreement

The Company and certain of its domestic subsidiaries as borrowers and the other guarantors from time to time party thereto (collectively, the “Loan Parties”) entered into a financing agreement with a group of banking institutions, dated November 7, 2018 and further amended on various dates (as amended, the “Original Credit Agreement”). The Original Credit Agreement provided for a $45.0 million revolving credit facility, a $90.0 million term loan facility and an up to $30.0 million incremental facility of which an aggregate of $22.0 million was utilized prior to entry into the A&R Credit Agreement. The Original Credit Agreement also provided for the issuance of letters of credit, which would reduce availability under the revolving credit facility. The maturity date of the Original Credit Agreement was November 7, 2023.

On June 24, 2021, the Loan Parties entered intoWe maintain an Amended and Restated Credit Agreement (the(as amended, the “A&R Credit Agreement”) with a group of banking institutions. The A&R Credit Agreement amended and restated in its entirety the Original Credit Agreement. The A&R Credit Agreement provides for a $150.0$220.0 million revolving credit facility, an $87.5 million term loan facility and an uncommitted incremental facility, which may be utilized for additional revolving or term loans, of up to $70.0 million. The A&R Credit Agreement also provides for the issuance of letters of credit, which would reduce availability under the revolving credit facility. The proceeds of the term loan were used to refinance the existing term loan under the Original Credit Agreement,Company’s previous credit agreement, and the revolving credit facility is available for working capital, general corporate purposes to support the Company's growth and to pay fees and expenses in connection with this transaction.fund working capital needs. The maturity date of the A&R Credit Agreement is June 24, 2026.

As of December 31, 2021,2023, we had total indebtedness of $85.3$75.5 million consisting of borrowings under the term loan facility and excluding debt origination costs of $2.2$1.2 million. As of December 31, 2021 and 2020,2023 there were no$114.0 million of outstanding amounts drawn on the revolving credit facility. There were $220.0$176.0 million of additional borrowings available under these facilities as of December 31, 2021.2023.

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At the election of the Company, interest on the term loan facility and revolving credit facilityloans under the A&R Credit Agreement ismay be determined by reference to either LIBOR (subject to replacement) or a “base rate”, in each casethe secured overnight financing rate as administered by the Federal Reserve Bank of New York (“SOFR”) plus an index adjustment of 0.10% and an applicable margin ranging between 2.50% and 3.00% per annum for LIBOR loans or between 1.50% and 2.00% per annum for base rate loans depending onbased upon the level of ourCompany’s consolidated leverage ratio, as calculated pursuant to the terms of the A&R Credit Agreement. Loans (other than Term Loans, as defined in the A&R Credit Agreement), may also bear interest at the base rate plus an applicable margin ranging between 1.50% and 2.00% based upon the Company’s consolidated leverage ratio, as so calculated. The Company is also required to pay a fee on the unused portion of the revolving credit facility equal to 0.35% per annum.

The effective interest rates for the year ended December 31, 20212023 for the term loan facility and revolving credit facility were 4.23%8.33% and 0.78%1.92%, respectively. Interest is payable (x)(i) generally on the last day of each interest period selected for LIBORSOFR loans, but in any event, not less frequently than every three months, and (ii) on the last business day of each quarter for base rate loans and (y) at final maturity. The A&R Credit Agreement contains provisions for the replacement of the benchmark for interest rates in light of the cessation of the publication of LIBOR rates.

The principal amount of the term loan facility under the A&R Credit Agreement must be repaid in consecutive quarterly installments of 5.0% in years 1 and 2, 7.5% in year 3, and 10.0% in years 4 and 5, in each case on the last day of each quarter, commencingwhich commenced in September 2021 with a final balloon payment at maturity. The term loans under the A&R Credit Agreement may be prepaid at any time without premium or penalty. Revolving loans may be borrowed, repaid and reborrowed from time to time in accordance with the terms and conditions of the A&R Credit Agreement. The Company is also required to repay the loans upon receipt of net proceeds from certain casualty events, upon the disposition of certain property and upon incurrence of indebtedness not permitted by the A&R Credit Agreement. In addition, the Company is required to make mandatory prepayments annually from excess cash flow if the Company’s consolidated leverage ratio (as calculated under the A&R Credit Agreement) is greater than or equal to 3.0, and the remainder of any such excess cash flow is contributed to the available amount which may be used for a variety of purposes, including investments and distributions.

The A&R Credit Agreement contains financial covenants that require the Company to maintain a quarterly minimum fixed charge coverage ratio of 1.25:1.00 and a quarterly maximum consolidated leverage ratio of 3.25:1.00. As of December 31, 2021,2023, we were in compliance with the covenants of the A&R Credit Agreement. The A&R Credit Agreement generally restricts the ability of the Company to make certain restricted payments, including the repurchase of shares of its common stock, provided that the Company may make restricted payments, among others, (i) without limitation so long as the Consolidated Leverage Ratio (as defined in the A&R Credit Agreement), as of the then most recently completed four fiscal quarters of the Company, after giving pro forma effect to such restricted payments, is 2.25:1.00 or less, (ii) that do not exceed, in the aggregate during any fiscal year, the greater of (x) $23.8 million and (y) 25.00% of Consolidated EBITDA (as defined in the A&R Credit Agreement) for the then most recently completed four fiscal quarters of the Company and (iii) to repurchase Company common stock from current or former employees in an aggregate amount of up to $10.0 million per calendar year. The A&R Credit Agreement also contains covenants that limit the Company’s and its subsidiaries’ ability to, among other things, grant liens, incur additional indebtedness, make acquisitions or investments, dispose of certain assets, change the nature of their businesses, enter into certain transactions with affiliates or amend the terms of material indebtedness.

In addition, the A&R Credit Agreement generally restricts the payment of dividends or cash distributions by the Company with certain exceptions, including the following: i) to repurchase the Company’s common stock from current or former employees in an aggregate amount of up to $10.0 million per calendar year, and ii) other restricted payments in an aggregate amount not to exceed $40.0 million plus the Available Amount (as defined in the A&R Credit Agreement).

The obligations under the A&R Credit Agreement are guaranteed by the Company and certain domestic subsidiaries of the Company and secured by liens on substantially all of the assets of the Loan Parties, subject to certain exclusions and limitations.

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
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Indebtedness—We have a substantial amount ofThe Company's indebtedness which may limit our operating flexibility and could adversely affect our business, financial condition and results of operations.”operations” and "Our Amended and Restated Credit Agreement contains covenants that may limit our ability to conduct business" included elsewhere in this Annual Report on Form 10-K.

Repurchase Program

InOn August 18, 2021, the Company’s Board of Directors approved a stock repurchase program (the “Repurchase Program”) that authorizes the Company to purchase up to $40.0 million of outstanding shares of the Company’s common stock.stock and which authorization was increased on March 3, 2023 to an additional $100.0 million of the Company's outstanding shares (the “Repurchase Program”). Under the Repurchase Program, the Company is authorized to repurchase shares from time to time in accordance with applicable laws, both on the open market and in privately negotiated transactions and may include the use of derivative contracts or structured share repurchase agreements. The timing and amount of repurchases depends on several factors, including market and business conditions, the trading price of the Company’s common stock and the nature of other investment opportunities. The Repurchase Program may be limited, suspended or discontinued at any time without prior notice. The Repurchase Program does not have an expiration date. Under the terms of theThe A&R Credit Agreement, as amended, permits the Company has restrictions that limit the maximum amountto make restricted payments (including share repurchases, among others) under a variety of repurchases to (i) $40.0 milliontests as described in the aggregate (plussecond preceding paragraph, including, without limitation, so long as the Available Amount asConsolidated Leverage Ratio (as defined in the A&R Credit Agreement) and (ii) $10.0 million annually for shares held by any current or former officer, director, employee or consultant (or any spouses, ex-spouses or estatesAgreement, as amended), as of the foregoing)then most recently completed four fiscal quarters of the Company, after giving pro forma effect to such restricted payments, is 2.25:1.00 or its subsidiaries.less.

The Company accounts for purchases of treasury stock under the cost method. Any direct costs incurred to acquire treasury stock are considered stock issue costs and added to the cost of the treasury stock. During the year ended December 31, 2021,2023, excluding the shares purchased in the privately-negotiated transactions described below, the Company purchased 341,5221,757,365 shares under the Repurchase
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Program for an aggregate purchase price totaling $5.6$37.6 million. As of December 31, 2021, the2023, there were $70.7 million remaining amount available for future share repurchases under the Repurchase Program was $34.4 million.Program.

Privately-Negotiated Share Repurchase Transactions

On May 5, 2023 and December 12, 2023, the Company entered into agreements with SPC Intermex, LP, a related party, for the purchase of 500,000 shares and 670,403 shares, respectively, of the Company’s common stock for a total purchase price of $12.6 million and $13.3 million, respectively, in privately-negotiated transactions. The purchase prices on these transactions represented discounts from the last reported sale prices as reported on the Nasdaq Stock Market of the Company's Common Stock of approximately 4.0% and 4.8%, respectively. On December 4, 2023, the Company entered into an agreement with Latin-American Investment Holdings Inc., a related party, for the purchase of 100,000 shares of the Company’s common stock for a total purchase price of $2.1 million, in a privately-negotiated transaction. The purchase price on this transaction represented a discount from the last reported sale price as reported on the Nasdaq Stock Market of the Company's Common Stock of approximately 2.0%.

Operating Leases

We are party to operating leases for office space, warehouses and Company-operated store locations, which we use as part of our day-to-day operations. Operating lease expenses were $7.8 million for the year ended December 31, 2023. We have not entered into finance lease commitments. For additional information on operating lease obligations, refer to Part II, Item 8, Financial Statements and Supplementary Data, Note 8, “Leases”.


Cash Flows
The following table summarizes the changes to our cash flows for the periods presented:
Year Ended December 31,
(in thousands)202120202019
Statement of Cash Flows Data:
Net cash provided by (used in) operating activities$78,098 $(880)$52,534 
Net cash used in investing activities(10,773)(4,062)(6,719)
Net cash used in financing activities(9,616)(6,160)(32,944)
Effect of exchange rate changes on cash(142)(108)217 
Net increase (decrease) in cash57,567 (11,210)13,088 
Cash, beginning of the year$74,907 $86,117 $73,029 
Cash, end of the year$132,474 $74,907 $86,117 
Year Ended December 31,
(in thousands)202320222021
Statement of Cash Flows Data:
Net cash provided by operating activities$143,525 $15,174 $78,098 
Net cash used in investing activities(18,280)(12,529)(10,773)
Net cash (used in) provided by financing activities(37,120)14,058 (9,616)
Effect of exchange rate changes on cash and cash equivalents1,585 316 (142)
Net increase in cash and cash equivalents89,710 17,019 57,567 
Cash and cash equivalents, beginning of the year$149,493 $132,474 $74,907 
Cash and cash equivalents, end of the year$239,203 $149,493 $132,474 
Operating Activities
Net cash provided by operating activities was $78.1$143.5 million for the year ended December 31, 2021, a change2023, an increase of $79.0$128.3 million from net cash used inprovided by operating activities of $0.9$15.2 million for the year ended December 31, 2020.2022. The changeincrease of $79.0$128.3 million is primarily a result of $65.7$116.4 million related to changes in working capital, which varies due to timing of money transmissionsremittance of consumer funds by sending agents, transmittal orders and payments, as well as prefunding of payers primarily for weekends, and by additional cash generated by our improved operating results for the year ended December 31, 2021,2023, which reflected the further growth of our business.
Investing Activities
Net cash used in investing activities was $10.8$18.3 million for the year ended December 31, 2021,2023, an increase of $6.7$5.8 million from $4.1$12.5 million for the year ended December 31, 2020.2022. This increase in cash used was primarily due to higherthe acquisition of LAN Holdings through a cash transaction, which resulted in $5.5 million of cash used, net of cash acquired. In addition, the Company invested funds in purchases of property and equipment as a result of our continued growth of sending agents as well as, upgrading equipment of existing agentsand commitment to improve our proprietary software during the year ended December 31, 2021.2023.
Financing Activities
Net cash used in financing activities was $9.6$37.1 million for the year ended December 31, 2021,2023, which primarily consisted of a $40.1 million debt repayment and $2.9 million of debt origination costs in connection with the refinancing of the Original Credit Agreement, $4.1$5.5 million in scheduled quarterly payments due on the term loan facility, $5.6$66.3 million of repurchases of common stock and $0.8$3.9 million of net payments for shares withheld in connection with stock-based awardscompensation arrangements and related payments to taxing authorities,
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offset by $38.0 million of borrowings, net under the revolving credit facility that varies primarily due to timing of prefunding of paying agents primarily for weekends and $1.3 million in proceeds from issuance of stock as a result of the exercise of options.
Net cash provided by financing activities was $14.1 million for the year ended December 31, 2022, which primarily consisted of $4.4 million in scheduled quarterly payments due on the term loan facility, $53.7 million of repurchases of common stock and $5.4 million of net payments for shares withheld in connection with stock-based compensation arrangements and related payments to taxing authorities, offset by $40.2$76.0 million of borrowings, in connection withnet under the refinancingrevolving credit facility that varies primarily due to timing of the Original Credit Agreementprefunding of payers primarily for weekends and $3.8$1.7 million in proceeds from issuance of stock as a result of the exercise of options.
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Net cash used in financing activities was $6.2 million for the year ended December 31, 2020, which consisted of $7.7 million in scheduled quarterly repayments due on the term loan facility, offset by $1.5 million of proceeds from issuance of stock as a result of the exercise of options.
Contractual Obligations
The following table includes aggregated information about contractual obligations that affect our liquidity and capital needs. At December 31, 2021, our contractual obligations over the next several periods were as follows:

(in thousands)TotalLess than
1 year
1 to 3 years3 to 5 yearsMore than 5
years
Debt, principal payments$85,313 $4,375 $13,125 $67,813 $— 
Interest payments10,961 2,717 5,032 3,212 — 
Non-cancelable operating leases4,870 1,625 2,268 970 
Total$101,144 $8,717 $20,425 $71,995 $

Our consolidated balance sheet reflects $83.1 million of debt as of December 31, 2021, as the principal payment obligations of $85.3 million are gross of unamortized debt origination costs of $2.2 million. The above table reflects the principal and interest of the revolver and term loan under the A&R Credit Agreement that will be paid through the maturity of the debt using the rates in effect on December 31, 2021 and assuming no voluntary prepayments of principal.

Non-cancelable operating leases include various office leases, including our office headquarters.

Critical Accounting Estimates
The preparation of financial statements in accordance with accounting principles generally accepted in the United States requires management to make estimates and assumptions about future events that affect amounts reported in our consolidated financial statements and related notes, as well as the related disclosure of contingent assets and liabilities at the date of the financial statements. Management evaluates its accounting policies, estimates and judgments on an on-going basis. Management bases its estimates and judgments on historical experience and various other factors that are believed to be reasonable under the circumstances. Actual results may differ from these estimates under different assumptions and conditions. Our significant accounting policies are discussed in Part II, Item 8, Financial Statements and Supplementary Data, Note 2, “Summary of Significant Accounting Policies.”

Allowance for Credit Losses
Accounts receivable and agent advances receivable are recorded at their net realizable value, which is net of an allowance for credit losses. Accounts receivable are recorded upon initiation of the wire transfer and are typically due to usthe Company within five days. We maintainThe Company maintains an allowance for credit losses for estimated losses resulting primarily from the inability of ourits sending agents to make required payments. When preparing these estimates, we consider a number of factors, including

The Company calculates its allowance for credit losses using the aging of a sending agent’s account, creditworthiness of specific sending agents, historical trends and other information. Oneexpected credit loss rates on financial instruments based on the total estimated amount to be collected over the lifetime of the most significant judgmentsinstrument. Expected credit losses for uncollectible receivable balances consider both current conditions and reasonable and supportable forecasts of future conditions. Current conditions include pre-defined aging criteria, as well as specified events that indicate the balance due is not collectible. Reasonable and supportable forecasts used in determining the probability of future collection consider publicly available macroeconomic data and whether future credit losses are expected to differ from historical losses. Accounts receivable that are more than 90 days past due are charged off against the allowance for credit losses estimate relateslosses.

The Company is not party to the net historical loss ratesany off-balance sheet arrangements that would require an allowance for the different pools of accounts and advances receivable grouped based on similar characteristics.credit losses.

Goodwill and Intangible Assets
Goodwill and intangible assets result primarily from business combination acquisitions.acquisition transactions. Intangible assets include agent relationships, trade name,names, developed technology and other intangibles, all with finite lives. OurOther intangibles relate to the acquisition of certain agent relationships, trade namelocations and developed technology are currently amortized utilizing an accelerated method over their estimated useful lives. Other intangible assets are amortized straight-line over a useful life of 10 years.non-competition agreements. Upon the acquisition, the purchase price is first 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; however, it is assessed for impairment at least annually, at the beginning of the fourth quarter, or more frequently if triggering events occur. For purposes of the annual impairment test,assessment, management initially performs a qualitative assessment, which includes consideration of the economic, industry and market conditions in addition to our overall financial performance and the performance of these assets. If our qualitative assessment does not conclude that it is more likely than not that the estimated fair value of the reporting unit is greater than the carrying value, we perform a quantitative analysis. In a quantitative test, the fair value of a reporting unit is determined based on a discounted cash flow analysis. A discounted cash flow analysis requires us to make various assumptions, including assumptions about future cash flows, growth rates and discount rates. The assumptions about future cash flows and growth rates are based on our long-term projections. Assumptions used in our impairment testing are consistent with our internal forecasts and operating plans. If the fair value of the reporting unit exceeds its carrying amount, there is no impairment. If not, we recognize an impairment equal to the difference between the carrying amount of the reporting unit and its fair value, not to exceed the carrying amount of goodwill.

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The Company’s agent relationships, trade names and developed technology are amortized utilizing an accelerated method over their estimated useful lives of up to 15 years. Other intangible assets are amortized on a straight-line basis over a useful life of up to 10 years. The Company continuously monitorsreviews for eventsimpairment indicators of finite-lived intangibles and circumstances that could negatively impact the key assumptions in determining fair value. While the Company believes the judgments and assumptions used in the goodwill impairment tests are reasonable, different assumptions or changes in general industry, market and macro-economic conditions, including a more prolonged and/or severe COVID-19 pandemic, could change the estimated fair values and, therefore, future impairment charges could be required, which could be material to the consolidated financial statements.

other long-lived assets as described below.
The Company evaluates long-lived assets, including amortizable intangible assets, for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Upon such an occurrence, recoverability of assets to be
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held and used is measured by comparing the carrying amount of an asset to forecasted undiscounted future net cash flows expected to be generated by the asset. If the carrying amount of the asset exceeds its estimated future cash flows, an impairment charge is recognized for the amount by which the carrying amount of the asset exceeds the fair value of the asset. For long-lived assets held for sale, assets are written down to fair value, less cost to sell. Fair value is determined based on discounted cash flows, appraised values or management’s estimates, depending upon the nature of the assets.

Uncertain Tax PositionIncome Taxes
The Company is subject to income taxes in the U.S. federal jurisdiction and various state jurisdictions and our foreign subsidiaries are subject to taxes by local tax authorities. The Company accounts for income taxes in accordance with GAAP which requires, among other things, recognition of future tax benefits measured at enacted rates attributable to deductible temporary differences between financial statement and income tax bases of assets and liabilities and to tax net operating loss carryforwards to the extent that realization of said benefits is more likely than not.

As required by the uncertain tax position guidance, we recognize the financial statement benefit of a position only after determining that the relevant tax authority would more likely than not sustain the positions following an audit. Tax regulations within each jurisdiction are subject to the interpretation of the related tax laws and regulations and require significant judgment to apply. We apply the uncertain tax position guidance to all tax positions for which the statute of limitations remains open. Resolution of these uncertainties in a manner inconsistent with management’s expectations could have a material impact on the Company’s financial condition and operating results.

Recent Accounting Pronouncements
Refer to Part II, Item 8, Financial Statements and Supplementary Data, Note 2, “Summary of Significant Accounting Policies”, for further discussion.

ITEM 7A.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Foreign Currency Risk
We manage foreign currency risk through the structure of the business and an active risk management process. We currentlyOne of the methods to settle with our payers in Latin America primarily byis entering into foreign exchange tom and spot transactions with local and foreign currency providers (“counterparties”). The foreign currency exposure on our foreign exchange tom and spot transactions is limited by the fact that all transactions are settled within two business days from trade date. Foreign currency fluctuations, however, may negatively affect our average exchange gain per transaction. The Company had open tom and spot foreign exchange contracts for MexicoMexican pesos and GuatemalaGuatemalan quetzales amounting to approximately $48.6$56.9 million and $42.5$41.3 million at December 31, 20212023 and 2020,2022, respectively.

In addition, included in wire transfers and money orders payable, net in our consolidated balance sheets as of December 31, 20212023 and 2020,2022, there are $17.8$40.7 million and $7.6$39.3 million, respectively, of wire transfers payable denominated in foreign currencies, primarily in Mexican pesos and Guatemalan quetzales.

Also, included in prepaid wires, net in our consolidated balance sheets as of December 31, 20212023 and 2020,2022, there are $39.7$17.8 million and $50.1$82.3 million, respectively, of prepaid wires denominated in foreign currencies, primarily in Mexican pesos and Guatemalan quetzales.

We are also exposed to changes in currency rates as a result of our investments in foreign operations and revenues generated in currencies other than the U.S. dollar. Revenues and profits generated by international operations will increase or decrease because of changes in foreign currency exchange rates. This foreign currency risk is related primarily to our operations in our foreign subsidiaries. Revenues from our foreign subsidiaries represent less than 1%represents approximately 2% of our consolidated revenues for the year ended December 31, 2021.2023. Therefore, a 10% increase or decrease in these currency rates against the U.S. Dollar would result in a de minimis change to our overall operating results.

The spot and average exchange rates for Mexico, Guatemala and Canadathe currencies used by our subsidiaries to U.S. dollar are as follows:

202320222021
Spot(1)
Average(2)
Spot(1)
Average(2)
Spot(1)
Average(2)
U.S. dollar/Mexico peso16.89 17.72 19.40 20.09 20.50 20.27 
U.S. dollar/Guatemala quetzal7.81 7.82 7.85 7.73 7.71 7.73 
U.S. dollar/Canadian dollar1.32 1.35 1.36 1.30 1.28 1.25 
U.S. dollar/Dominican peso(3)
58.04 55.76 — — — — 
U.S. dollar/Euro(3)
0.91 0.92 — — — — 
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202120202019
Spot(1)
Average(2)
Spot(1)
Average(2)
Spot(1)
Average(2)
U.S. dollar/Mexico Peso20.50 20.27 19.89 21.47 18.86 19.23 
U.S. dollar/Guatemala Quetzal7.71 7.73 7.79 7.71 7.69 7.69 
U.S. dollar/Canadian Dollar1.28 1.25 1.28 1.34 1.31 1.33 

(1)Spot exchange rates are as of December 31, 2021, 20202023, 2022 and 2019.2021.
(2)Average exchange rates are for the years ended December 31, 2021, 20202023, 2022 and 2019.2021.
(3)We commenced operations in the Dominican Republic and Europe in connection with the LAN Acquisition in April 2023 and, therefore, no information is provided prior to 2023.

Long-term sustained appreciation of the Mexican peso or Guatemalan quetzal as compared to the U.S. dollar could affect our margins.gross profit and margin.

Interest Rate Risk
Interest on the term loan facility and revolving credit facilityAs discussed above, interest under the A&R Credit Agreement is determined by reference to either LIBOR (subject to replacement) or a “base rate”, in each case plus an applicable margin ranging between 2.50% and 3.00% per annum for LIBOR loans and between 1.50% and 2.00% per annum for base rate loans dependingvariable based on the level of our consolidated leverage ratio. The Company is also required to pay a fee on the unused portion of the revolving credit facility equal to 0.35% per annum.certain benchmark rates, including SOFR. Because interest expense is subject to fluctuation, if interest rates increase, 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. The A&R Credit Agreement contains provisions for the replacement of the benchmark for interest rates in light of the cessation of the publication of LIBOR rates.

During the year ended December 31, 2023, the Federal Reserve continued raising the fed funds rate from 4.50% to 5.50% as a countermeasure to control inflation in the United States. As a consequence, other benchmark interest rates such as SOFR increased as well. These increases have resulted in the Company incurring higher interest expense. The Company expects that the Federal Reserve will continue to monitor inflation indicators and will maintain the fed funds rate at the current level before considering any potential decreases in 2024. As of December 31, 2021,2023, we had $85.3$75.5 million and $114.0 million in outstanding borrowings under the term loan.loan facility and revolving credit facility, respectively. A hypothetical 1% increase or decrease in the interest rate on our indebtedness as of December 31, 20212023 would have increased or decreased annual cash interest expense on our term loan facility and revolving credit facility by approximately $0.9$0.8 million and $1.1 million per annum.annum, respectively.

Credit Risk
We maintain certain cash balances in various U.S. banks, which at times, may exceed federally insured limits. We have not incurred any losses on these accounts. In addition, we maintain cash in various bank accounts in Mexico, Guatemala, Canada, the Dominican Republic, Spain and Canada,Italy and overnight deposit accounts in Mexico, which aremay not be fully insured. During the year ended December 31, 2021,2023, we did not incur any losses on these uninsured accounts with the exception of a $2.0 million provision we recorded as a result of the closure of a financial institution in Mexico during the third quarter of 2021 (See Note 5 in Item 8).accounts. To manage our exposure to credit risk with respect to cash balances and other credit risk exposure resulting from our relationships with banks 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 and conduct ongoing analyses of sending agents and certain other parties we transact with directly. As of December 31, 2021,2023, we also had $1.4$4.6 million outstanding of agent advances receivable from sending agents. During the year ended December 31, 2023, the Company funded advances of approximately $3.2 million to agents that deliver highly accretive transaction volume and margin growth. Most of the agent advances receivable are collateralized by personal guarantees from the sending agents and by assets from their businesses. Duebusinesses and have a term of up to the COVID-19 pandemic, it is possible we could be adversely affected by credit losses, such as those related to our outstanding agent advances receivable from sending agents. At the date of this report, however, we are not aware of any significant exposure and are continuing to monitor our credit risk.three years.

Our provision for bad debtcredit losses was approximately $5.0 million for the year ended December 31, 2023 (0.8% of total revenues), $2.6 million for the year ended December 31, 2022 (0.5% of total revenues) and $1.5 million for the year ended December 31, 2021 (0.3% of total revenues), $1.8 million for the year ended December 31, 2020 (0.5% of total revenues) and $1.6 million for the year ended December 31, 2019 (0.5% of total revenues). The decreaseincrease in our provision for bad debtcredit losses in the year ended December 31, 20212023 is due to a combination of higher write-offs of accounts receivable in 20202023 compared to 20212022 primarily as a result of sending agents that were not able to pay in accordance with the deteriorationoriginal terms and are, accordingly, subject to our normal collection procedures and higher outstanding balances of accounts receivable primarily related to the creditworthinessacquisition of a small number of sending agents.La Nacional and LAN Holdings.
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ITEM 8.    FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
INTERNATIONAL MONEY EXPRESS, INC.
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Report of Independent Registered Public Accounting Firm (BDO USA, LLP,P.C., Miami, FL, Auditor Firm ID: 243)

All other financial statement schedules for International Money Express, Inc. have been omitted because they are not applicable, or because the information required is included in the respective consolidated financial statements or notes thereto.

42
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Report of Independent Registered Public Accounting Firm
Shareholders and Board of Directors
International Money Express, Inc.
Miami, Florida

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheets of International Money Express, Inc. and subsidiaries (the “Company”) as of December 31, 20212023 and 2020,2022, the related consolidated statements of income and comprehensive income, changes in stockholders’ equity, and cash flows for each of the three years in the period ended December 31, 2021,2023, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 20212023 and 2020,2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 20212023, in conformity with accounting principles generally accepted in the United States of America.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Company's internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) and our report dated February 28, 2024 expressed an unqualified opinion thereon.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”)PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable 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 reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

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 disclosures in 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.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which it relates.

Sufficiency of Audit Evidence from Highly Automated Systems to Process and Record Revenue

As described in Notes 2 and 4 to the consolidated financial statements, revenue is primarily generated from fees earned from providing wire transfer transaction services to individual customers and managing currency exchange differences from the majority of those transactions.

We identified the evaluation of the sufficiency of audit evidence over revenue from wire transfer fees and net foreign exchange gain obtained from the Company’s information technology (IT) systems to be a critical audit matter. The processing and recording of revenue from wire transfer fees and net foreign exchange gain is highly automated and relies on multiple internally developed systems and databases. Auditing these elements involved especially challenging auditor judgment due to the nature and extent of audit effort required to address this matter.

The primary procedures we performed to address this critical audit matter included:
Involving IT auditors in the performance of the following procedures:
Identifying the relevant systems used to calculate, transmit and record revenue from wire transfer fees and net foreign exchange gain.
Testing the IT general controls over the relevant systems, including testing user access controls, change management controls, and IT operations controls.
Testing the relevant automated application controls, including system interfaces.
Performing substantive analytical procedures over revenue from wire transfer fees and net foreign exchange gain, including testing the underlying information from the IT systems.
Testing a sample of individual wire transfer fee revenue transactions by comparing amounts recognized by the Company to relevant contracts and related transaction support.

/s/ BDO USA, LLP

Certified Public AccountantsP.C.

We have served as the Company’sCompany's auditor since 2017.

Miami, Florida

March 7, 2022February 28, 2024
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INTERNATIONAL MONEY EXPRESS, INC.
CONSOLIDATED BALANCE SHEETS
(in thousands, except for share data)

December 31,
20212020
ASSETS
Current assets:
Cash$132,474 $74,907 
Accounts receivable, net of allowance of $2,181 and $1,503, respectively67,317 55,017 
Prepaid wires, net56,766 53,281 
Prepaid expenses and other current assets6,988 3,521 
Total current assets263,545 186,726 
Property and equipment, net17,905 13,021 
Goodwill36,260 36,260 
Intangible assets, net15,392 20,430 
Other assets7,434 3,036 
Total assets$340,536 $259,473 
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Current portion of long-term debt, net$3,882 $7,044 
Accounts payable23,151 12,771 
Wire transfers and money orders payable, net56,066 41,746 
Accrued and other liabilities33,760 22,380 
Total current liabilities116,859 83,941 
Long-term liabilities:
Long-term debt, net79,211 80,579 
Deferred tax liability, net1,426 692 
Total long-term liabilities80,637 81,271 
Commitments and contingencies, see Note 1600
Stockholders’ equity:
Common stock $0.0001 par value; 230,000,000 shares authorized, 38,820,222 and 38,217,125 shares issued and 38,478,700 and 38,217,125 shares outstanding as of December 31, 2021 and 2020, respectively
Additional paid-in capital66,875 59,310 
Retained earnings81,803 34,960 
Accumulated other comprehensive loss(76)(13)
Treasury stock, at cost; 341,522 shares as of December 31, 2021 (none as of December 31, 2020)(5,566)— 
Total stockholders’ equity143,040 94,261 
Total liabilities and stockholders’ equity$340,536 $259,473 


The accompanying notes are an integral part of these consolidated financial statements.
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INTERNATIONAL MONEY EXPRESS, INC.
CONSOLIDATED STATEMENTS OF INCOME AND
COMPREHENSIVE INCOME
(in thousands, except for share data)


Year Ended December 31,
202120202019
Revenues:
Wire transfer and money order fees, net$393,241 $307,909 $273,081 
Foreign exchange gain, net62,832 46,763 44,268 
Other income3,133 2,537 2,252 
Total revenues459,206 357,209 319,601 
Operating expenses:
Service charges from agents and banks307,458 238,597 212,670 
Salaries and benefits43,065 32,831 30,705 
Other selling, general and administrative expenses31,340 22,086 27,095 
Depreciation and amortization9,491 10,828 12,689 
Total operating expenses391,354 304,342 283,159 
Operating income67,852 52,867 36,442 
Interest expense4,537 6,566 8,510 
Income before income taxes63,315 46,301 27,932 
Income tax provision16,472 12,517 8,323 
Net income46,843 33,784 19,609 
Other comprehensive (loss) income(63)(106)95 
Comprehensive income$46,780 $33,678 $19,704 
Earnings per common share:
Basic$1.22 $0.89 $0.52 
Diluted$1.20 $0.88 $0.52 
Weighted-average common shares outstanding:
Basic38,474,040 38,060,290 37,428,345 
Diluted39,103,450 38,358,171 37,594,158 
December 31,
20232022
ASSETS
Current assets:
Cash and cash equivalents$239,203 $149,493 
Accounts receivable, net155,237 129,808 
Prepaid wires, net28,366 90,386 
Prepaid expenses and other current assets10,068 12,749 
Total current assets432,874 382,436 
Property and equipment, net31,656 28,160 
Goodwill53,986 49,774 
Intangible assets, net18,143 19,826 
Other assets40,153 31,876 
Total assets$576,812 $512,072 
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Current portion of long-term debt, net$7,163 $4,975 
Accounts payable36,507 25,686 
Wire transfers and money orders payable, net125,042 112,251 
Accrued and other liabilities54,661 41,855 
Total current liabilities223,373 184,767 
Long-term liabilities:
Debt, net181,073 150,235 
Lease liabilities, net22,670 23,272 
Deferred tax liability, net659 3,892 
Total long-term liabilities204,402 177,399 
Commitments and contingencies, see Note 18
Stockholders’ equity:
Common stock $0.0001 par value; 200,000,000 shares authorized, 39,673,271 and 39,453,236 shares issued and 33,823,237 and 36,630,970 shares outstanding as of December 31, 2023 and 2022, respectively, and Preferred stock $0.0001 par value; 5,000,000 shares authorized, none issued or outstanding
Additional paid-in capital75,686 70,210 
Retained earnings198,649 139,134 
Accumulated other comprehensive income (loss)262 (142)
Treasury stock, at cost; 5,850,034 and 2,822,266 shares as of December 31, 2023 and 2022, respectively(125,564)(59,300)
Total stockholders’ equity149,037 149,906 
Total liabilities and stockholders’ equity$576,812 $512,072 


The accompanying notes are an integral part of these consolidated financial statements.
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INTERNATIONAL MONEY EXPRESS, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITYINCOME AND
COMPREHENSIVE INCOME
(in thousands, except for share data)

Common StockTreasury StockAdditional
Paid-in Capital
Retained EarningsAccumulated Other
Comprehensive (Loss) Income
Total
Stockholders’
Equity
SharesAmountSharesAmount
Balance, December 31, 201836,182,783 $— $— $61,889 $(17,418)$(2)$44,473 
Adoption of new accounting pronouncement— — — — — (1,015)— (1,015)
Warrant exchange1,800,065 — — — (10,031)— — (10,031)
Net income— — — — — 19,609 — 19,609 
Issuance of common stock:
   Exercise of stock options30,349 — — — 227 — — 227 
   Restricted stock units21,192 — — — — — — — 
Share-based compensation— — — — 2,609 — — 2,609 
Adjustment from foreign currency translation, net— — — — — — 95 95 
Balance, December 31, 201938,034,389 $— $— $54,694 $1,176 $93 $55,967 
Net income— — — — — 33,784 — 33,784 
Issuance of common stock:
   Exercise of stock options163,783 — — — 1,379 — — 1,379 
   Restricted stock units18,953 — — — — — — — 
Share-based compensation— — — — 3,237 — — 3,237 
Adjustment from foreign currency translation, net— — — — — — (106)(106)
Balance, December 31, 202038,217,125 $— $— $59,310 $34,960 $(13)$94,261 
Net income— — — — — 46,843 — 46,843 
Issuance of common stock:
   Exercise of stock options, net of shares withheld for taxes463,021 — — — 3,037 — — 3,037 
   Restricted stock units47,728 — — — (73)— — (73)
   Restricted stock awards88,215 — — — — — — — 
   Fully vested shares4,133 — — — — — — — 
Share-based compensation— — — — 4,601 — — 4,601 
Adjustment from foreign currency translation, net— — — — — — (63)(63)
Acquisition of treasury stock, at cost— — (341,522)(5,566)— — — (5,566)
Balance, December 31, 202138,820,222 $(341,522)$(5,566)$66,875 $81,803 $(76)$143,040 

Year Ended December 31,
202320222021
Revenues:
Wire transfer and money order fees, net$561,540 $469,162 $393,241 
Foreign exchange gain, net87,908 72,920 62,832 
Other income9,287 4,723 3,133 
Total revenues658,735 546,805 459,206 
Operating expenses:
Service charges from agents and banks430,865 364,804 307,458 
Salaries and benefits71,090 52,224 43,065 
Other selling, general and administrative expenses47,979 34,394 30,334 
Transaction costs445 3,005 1,006 
Depreciation and amortization12,866 9,470 9,491 
Total operating expenses563,245 463,897 391,354 
Operating income95,490 82,908 67,852 
Interest expense10,426 5,629 4,537 
Income before income taxes85,064 77,279 63,315 
Income tax provision25,549 19,948 16,472 
Net income59,515 57,331 46,843 
Other comprehensive income (loss)404 (66)(63)
Comprehensive income$59,919 $57,265 $46,780 
Earnings per common share:
Basic$1.67 $1.52 $1.22 
Diluted$1.63 $1.48 $1.20 
Weighted-average common shares outstanding:
Basic35,604,582 37,733,047 38,474,040 
Diluted36,429,714 38,625,390 39,103,450 


The accompanying notes are an integral part of these consolidated financial statements.
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INTERNATIONAL MONEY EXPRESS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWSCHANGES IN STOCKHOLDERS’ EQUITY
(in thousands)thousands, except for share data)

Year Ended December 31,
202120202019
Cash flows from operating activities:
Net income$46,843 $33,784 $19,609 
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation and amortization9,491 10,828 12,689 
Share-based compensation4,601 3,237 2,609 
Provision for credit losses1,537 1,801 1,626 
Debt origination costs amortization875 760 734 
Deferred income tax provision, net734 1,433 1,863 
Loss on disposal of property and equipment1,423 419 265 
Total adjustments18,661 18,478 19,786 
Changes in operating assets and liabilities:
Accounts receivable, net(13,846)(17,080)(5,655)
Prepaid wires, net(3,887)(35,598)8,805 
Prepaid expenses and other assets(6,355)(1,137)(659)
Wire transfers and money orders payable, net14,726 2,092 3,416 
Accounts payable and accrued and other liabilities21,956 (1,419)7,232 
Net cash provided by (used in) operating activities78,098 (880)52,534 
Cash flows from investing activities:
Purchases of property and equipment(10,588)(4,062)(6,469)
Acquisition of agent locations(185)— (250)
Net cash used in investing activities(10,773)(4,062)(6,719)
Cash flows from financing activities:
Borrowings under term loan facility40,158 — 12,000 
Repayments of term loan facility(44,228)(7,661)(4,956)
Repayments under revolving loan, net— — (30,000)
Payment of debt origination costs(2,944)— (240)
Proceeds from exercise of options3,813 1,501 283 
Payments for stock-based awards(849)— — 
Repurchases of common stock(5,566)— — 
Cash paid in warrant exchange— — (10,031)
Net cash used in financing activities(9,616)(6,160)(32,944)
Effect of exchange rate changes on cash(142)(108)217 
Net increase (decrease) in cash57,567 (11,210)13,088 
Cash, beginning of the year74,907 86,117 73,029 
Cash, end of the year$132,474 $74,907 $86,117 

Common StockTreasury StockAdditional
Paid-in Capital
Retained EarningsAccumulated Other
Comprehensive (Loss) Income
Total
Stockholders’
Equity
SharesAmountSharesAmount
Balance, December 31, 202038,217,125 $— $— $59,310 $34,960 $(13)$94,261 
Net income— — — — — 46,843 — 46,843 
Issuance of common stock:
   Exercise of stock options463,021 — — — 3,037 — — 3,037 
   Other stock awards, net of shares withheld for taxes135,943 — — — (73)— — (73)
Fully vested shares4,133 — — — — — — — 
Share-based compensation— — — — 4,601 — — 4,601 
Adjustment from foreign currency translation, net— — — — — — (63)(63)
Acquisition of treasury stock, at cost— — (341,522)(5,566)— — — (5,566)
Balance, December 31, 202138,820,222 $(341,522)$(5,566)$66,875 $81,803 $(76)$143,040 
Net income— — — — — 57,331 — 57,331 
Issuance of common stock:
   Exercise of stock options, net of shares withheld for taxes476,304 — — — (3,388)— — (3,388)
   Other stock awards, net of shares withheld for taxes153,266 — — — (395)— — (395)
   Fully vested shares3,444 — — — — — — — 
Share-based compensation— — — — 7,118 — — 7,118 
Adjustment from foreign currency translation, net— — — — — — (66)(66)
Acquisition of treasury stock, at cost— — (2,480,744)(53,734)— — — (53,734)
Balance, December 31, 202239,453,236 $(2,822,266)$(59,300)$70,210 $139,134 $(142)$149,906 
Net income— — — — — 59,515 — 59,515 
Issuance of common stock:
Exercise of stock options111,125 — — — 1,298 — — 1,298 
Other stock awards, net of shares withheld for taxes105,293 — — — (3,933)— — (3,933)
Fully vested shares3,617 — — — — — — — 
Share-based compensation— — — — 8,111 — — 8,111 
Adjustment from foreign currency translation, net— — — — — — 404 404 
Acquisition of treasury stock, at cost— — (3,027,768)(66,264)— — — (66,264)
Balance, December 31, 202339,673,271 $(5,850,034)$(125,564)$75,686 $198,649 $262 $149,037 

The accompanying notes are an integral part of these consolidated financial statements.
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INTERNATIONAL MONEY EXPRESS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
(in thousands)
Year Ended December 31,
202120202019
Supplemental disclosure of cash flow information:
Cash paid for interest$3,666 $5,812 $8,768 
Cash paid for income taxes$13,456 $11,140 $4,870 
Supplemental disclosure of non-cash investing activity:
Agent business acquired in exchange for receivables$— $— $85 
Supplemental disclosure of non-cash financing activity:
Issuance of common stock for cashless exercise of options$2,973 $130 $21 

Year Ended December 31,
202320222021
Cash flows from operating activities:
Net income$59,515 $57,331 $46,843 
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization12,866 9,470 9,491 
Share-based compensation8,111 7,118 4,601 
Provision for credit losses4,997 2,572 1,537 
Fair value of contingent consideration(763)— — 
Debt origination costs amortization1,130 998 875 
Deferred income tax (benefit) provision, net(2,623)(503)734 
Non-cash lease expense7,848 3,105 — 
Loss on disposal of property and equipment1,785 788 1,423 
Total adjustments33,351 23,548 18,661 
Changes in operating assets and liabilities:
Accounts receivable, net(29,243)(48,628)(13,846)
Prepaid wires, net68,366 (32,444)(3,887)
Prepaid expenses and other assets(6,852)(3,919)(6,355)
Lease Liabilities(6,235)594 — 
Wire transfers and money orders payable, net3,987 19,734 14,726 
Accounts payable and accrued and other liabilities20,636 (1,042)21,956 
Net cash provided by operating activities143,525 15,174 78,098 
Cash flows from investing activities:
Cash used in business acquisition, net of cash and cash equivalents acquired(5,477)(131)— 
Purchases of property and equipment(12,803)(12,173)(10,588)
Acquisition of agent locations— (225)(185)
Net cash used in investing activities(18,280)(12,529)(10,773)
Cash flows from financing activities:
Borrowings under term loan facility— — 40,158 
Repayments of term loan facility(5,469)(4,375)(44,228)
Borrowings under revolving loan, net38,000 76,000 — 
Payment of debt origination costs(751)(50)(2,944)
Proceeds from exercises of options1,298 1,660 3,813 
Payments for stock-based awards(3,934)(5,443)(849)
Repurchases of common stock(66,264)(53,734)(5,566)
Net cash (used in) provided by financing activities(37,120)14,058 (9,616)
Effect of exchange rate changes on cash and cash equivalents1,585 316 (142)
Net increase in cash and cash equivalents89,710 17,019 57,567 
Cash and cash equivalents, beginning of the year149,493 132,474 74,907 
Cash and cash equivalents, end of the year$239,203 $149,493 $132,474 


The accompanying notes are an integral part of these consolidated financial statements.
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INTERNATIONAL MONEY EXPRESS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
(in thousands)



Year Ended December 31,
202320222021
Supplemental disclosure of cash flow information:
Cash paid for interest$9,180 $4,625 $3,666 
Cash paid for income taxes$21,503 $24,265 $13,456 
Supplemental disclosures of non-cash investing activities:
Liabilities arising from obtaining right-of-use assets$6,034 $23,013 $— 
Right-of-use asset adjustments due to lease modifications$— $1,124 $— 
  Contingent consideration liability$600 $1,321 $— 
  Settlement of preexisting receivable balance from LAN Holdings against the consideration transferred$2,534 $— $— 
Supplemental disclosure of non-cash financing activities:
Issuance of common stock for cashless exercise of options$— $9,175 $2,973 


The accompanying notes are an integral part of these consolidated financial statements.
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INTERNATIONAL MONEY EXPRESS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 – BASIS OF PRESENTATION AND BUSINESS
International Money Express, Inc. (the “Company” or “us” or “we”) operates as a money transmitter between the United States of America (“United States” or “U.S.”), Canada, Spain, Italy and CanadaGermany primarily to Mexico, Guatemala and other countries in Latin America, Africa and Asia through a network of authorized agents located in various unaffiliated retail establishments and 36122 Company-operated stores throughout the United States and Canada.

During March 2020, a global pandemic was declared by the World Health Organization related to the rapidly growing outbreak of a novel strain of coronavirus (“COVID-19”). Although the worst effects of the pandemic appear to have subsided in the United States, the pandemic has had and continues to have a significant effect on economic conditions in the United States, and continues to cause significant uncertainties in the U.S. and global economies, particularly as a result of new variants of COVID-19, which appear to be causing an increase in COVID-19 cases in certain places around the world. Public health officials and medical professionals have warned that COVID-19 resurgences may continue to occur due to a variety of factors, including the extent of economic activity, social interaction, vaccination rates and the emergence of potent variants. It is unclear how long any resurgence will last, how severe it will be, and what safety measures governments and businesses will impose in response.those jurisdictions.

The extent to which the COVID-19 pandemic affects our business, operations and financial results depends, and will continue to depend, on numerous evolving factors that we may not be able to accurately predict. Although the Company’s operations continued effectively despite social distancing and other measures taken in response to the pandemic, the ultimate impact of the COVID-19 pandemic on our financial condition, results of operations and cash flows is dependent on future developments, including the duration or resurgence of the pandemic and the related extent of its severity, as well as its impact on the economic conditions, particularly the level of unemployment of our customers, inflation, interest rate levels and foreign exchange volatility, all of which remain uncertain and cannot be predicted at this time. If the global response to contain and remedy the COVID-19 pandemic escalates further or is unsuccessful, or if governmental decisions to ease pandemic related restrictions are ineffective, premature or counterproductive, or if an escalation in the global response to contain the COVID-19 pandemic is required or is unsuccessful, the Company could experience a material adverse effect on its financial condition, results of operations and cash flows.

Theaccompanying consolidated financial statements of the Company include Intermex Holdings, Inc. (“Holdings”), its wholly-owned indirect subsidiary, Intermex Wire Transfer, LLC (“LLC”), Intermex Wire Transfers de Guatemala, S.A. (“Intermex Guatemala”) - 100% owned by LLC, Intermex Wire Transfer de Mexico, S.A. and Intermex Transfers de Mexico, S.A. (“Intermex Mexico”) - 98.0% directly owned by LLC and 2.0% directly owned by Holdings, Intermex Wire Transfer Corp. - 100% owned by LLC, Intermex Wire Transfer II, LLC - 100% owned by LLC and Canada International Transfers Corp. - 100% owned by LLC.

The accompanying financial statements in this Annual Report on Form 10-K are presented on a consolidated basis and include the accounts of International Money Express, Inc. and other entities in which the Company and its majority-owned subsidiaries.has a controlling financial interest. All significant inter-company balances and transactions have been eliminated in consolidation. The consolidated financial statements are prepared in accordance with accounting principles generally accepted in the U.S. (“GAAP”).

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Use of Estimates
The preparation of consolidated financial statements in conformity with GAAP requires management 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 per Share
Basic earnings per share is calculated by dividing net income by the weighted-average number of common shares outstanding for each period. Diluted earnings per share is calculated by dividing net income by the weighted-average number of common shares and common share equivalents outstanding for each period. Diluted earnings per share reflects the potential dilution that could occur if outstanding stock options at the presented dates are exercised and shares of restricted stock units (“RSUs”), restricted stock awards (“RSAs”) and performance stock units (“PSUs”) have vested, using the treasury stock method. Potential common shares are excluded from the computation of diluted earnings per common share when the effect would be anti-dilutive. All potential common shares are anti-dilutive in periods of net loss. Treasury stock shares that have been repurchased are not considered outstanding and therefore are excluded from the weighted average number of common shares outstanding calculation.
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Cash and Cash equivalents
Cash is comprised of deposits in U.S. and foreign banks.banks and cash in hand held at our Company-operated stores. The Company recognizes interest income from its cash deposits on an accrual basis. The Company considers cash equivalents to be short term, highly liquid investments with original maturities of three months or less. Cash equivalents include cash on deposit in overnight deposit accounts.
Concentrations
The Company maintains certain of its cash balances in various U.S. banks, which at times, may exceed federally insured limits. The Company has not incurred any losses on these accounts. In addition, the Company maintains various bank accounts in Mexico, Guatemala, Canada, the Dominican Republic, Spain and Canada,Italy, which aremay not be fully insured. During the year ended December 31, 2021,2023, the Company has not incurred any significant losses on these uninsured foreign bank accounts, withaccounts; however, the exception ofCompany maintains a $2.0$3.6 million valuation allowance recorded by the Companyreserve on the balance of deposits held as a result of the closure of a financial institution in Mexico during the third quarter ofin 2021 (see Note 5)6). Management believes it is
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not exposed to any significant credit risk regarding these accounts as it performs periodic reviews of the creditworthiness of the financial institutions the Company uses. Cash and cash equivalents balances were as follows (in thousands):
December 31,
20212020
Cash in U.S. dollars in U.S. banks$130,032 $72,566 
Cash in foreign banks and foreign currency2,433 2,332 
Petty cash
$132,474 $74,907 

December 31,
20232022
Cash and cash equivalents in U.S. dollars in U.S. banks$224,617 $142,143 
Cash and cash equivalents in foreign banks and foreign currency14,567 7,340 
Petty cash19 10 
$239,203 $149,493 
A substantial portion of our paying agents are concentrated in a few large banks and financial institutions and large retail chains. Our largest paying agent by volume accounted for approximately 22%25% and 18%24% of the Company’s total remittance volume for the years ended December 31, 20212023 and 2020,2022, respectively, primarily from the U.S. to Mexico.

Revenue Recognition
Revenues for wire transfer and money order fees are recognized at the time the transaction is processed. The Company acts as the principal for these transactions as the Company controls the service at all times prior to transferring the funds to the beneficiary, is primarily responsible for fulfilling the customer contracts, has the risk of loss and has the ability to establish transaction prices. Therefore, these fees are recognized on a gross basis equal to the full amount of the fee charged to the customer. These fees also vary by transaction primarily depending upon, the principal amount sent, the send and receive locations, as well as the respective currencies of the send and receive locations. Foreign exchange gain, net, which represents the difference between the exchange rate set by the Company and the rate realized, is initially recognized uponwhen the disbursementcustomer's wire transfer transaction is processed and the purchase of U.S. dollars to the entities from which the Companyforeign currency is acquiring foreign currency.completed. Other income primarily represents revenues for technology services provided to the independent network of agents who utilize the Company’s technology in processing transactions andpaid by credit or debit card, check cashing services and maintenance fees, for which revenue is derived by a fee per transaction.transaction that is recognized when the transactions is processed.

Refer to Note 34 for the discussion related to revenue recognition and additional information on the Company’s revenue.
Business Combinations
The Company accounts for its business combinations using the acquisition method, which requires that intangible assets be recognized apart from goodwill if they are contractual in nature or separately identifiable. Acquisitions are measured based on the fair value of consideration transferred and, if the consideration transferred is not cash, measurement is based on the fair value of the consideration transferred or the fair value of the assets acquired, whichever is more reliably measurable. The excess of the consideration transferred over the fair value of identifiable assets 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 price are 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 preliminary fair values, which may be significant, are recorded whenthrough goodwill until pending information is finalized, withinnot to exceed one year from the acquisition date. Any revisions to the fair values after they have been finalized will be accounted for as a gain or loss in the consolidated statement of income and comprehensive income.
Consideration transferred may consist of potential future payments that are contingent upon the acquired business achieving certain levels of earnings in the future, also referred to as “contingent consideration” or “earn-out.” Earn-out liabilities are measured at their estimated fair value as of the date of acquisition. Changes in the fair value of earn-out liabilities are recorded as a component of operating income in the consolidated statement of income and comprehensive income. Earn-out liabilities are included within accrued current and other liabilities within the consolidated balance sheet. Earn-out payments, to the extent they relate to the estimated earn-out liability as of the date of acquisition, are classified within financing activities in the consolidated statement of cash flows. Earn-out payments in excess of the acquisition date earn-out liability are classified within operating activities.
Direct costs incurred in connection with business combination transactions are expensed as incurred and are included as Transaction Costs in the consolidated statements of income and comprehensive income.
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Accounts Receivable and Allowance for Credit Losses
Accounts receivable and agent advances receivable are recorded at their net realizable value, which is net of an allowance for credit losses. Accounts receivable are recorded upon initiation of the wire transfer and are typically due to the Company within five days. The Company maintains an allowance for credit losses for estimated losses resulting from the inability of its sending agents to make required payments.
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When preparing these estimates, management considers a number of factors, including the aging of a sending agent’s account, creditworthiness of specific sending agents, historical loss rates and other information. The Company reviewscalculates its allowance for credit losses policy periodically, reflectingusing expected credit loss rates on financial instruments based on the total estimated amount to be collected over the lifetime of the instruments. Expected credit losses for uncollectible receivable balances consider both current risks and changes in industry conditions and when necessary, will increase its allowance forreasonable and supportable forecasts of future conditions. Current conditions include pre-defined aging criteria, as well as specified events that indicate the balance due is not collectible. Reasonable and supportable forecasts used in determining the probability of future collection consider publicly available macroeconomic data and whether future credit losses and recognize a provision for credit losses, included in other selling, general and administrative expenses in the consolidated statements of income and comprehensive income.are expected to differ from historical losses. Accounts receivable that are more than 90 days past due are charged off against the allowance for credit losses.
In the third quarter of 2021,Receivable balances from sending agents are usually due to the Company modified its estimate ofwithin five days from the invoice date. Any balances not collected after that time are considered past due.
The Company is not party to any off-balance sheet arrangements that would require an allowance for credit losses and made refinements to the related calculation methodology of net historical loss rates for the different pools of accounts and agent advances receivable grouped based on similar characteristics.
The aforementioned change was treated as a change in accounting estimate for accounting purposes and applied prospectively beginning August 2021. The impact of the change in estimate and any effect in comparability to prior periods are not material. Further, the change is not expected to materially impact any financial statement line items or the Company’s results from operations in a future period.losses.
Prepaid Wires, Net
Prepaid wires, net represents funds provided to certain paying agents in advance of a transaction, net of wires pending to be picked up by the beneficiary of the money transfer.
Prepaid Expenses and Other Assets
Prepaid expenses and other assets consist primarily of right-of-use assets (see Note 8), fixed assets in process (see Note 6), prepaid expenses for services, tenant allowance, agent advances receivable (see Note 5)6) and deferred financing costs. Interest income on agent advances receivable is recognized on a cash basis due at the end of each calendar month, which is when the interest payments are due from the majority of the agent advances receivable. Fees earned on agent advances receivable are recognized on a cash basis at the advance origination date.
Wire Transfers Payable, Net
Wire transfers payable, net represent wires pending to be picked up by the beneficiary of the money transfer net of funds provided to certain paying agents in advance of a transaction.
Leases
The Company is a party to leases for office space, warehouses and Company-operated store locations. The Company determines if a contract contains a lease arrangement at the inception of the contract. For leases in which the Company is the lessee, leases are classified as either finance or operating, with classification affecting the pattern of expense recognition. At commencement date, lease right-of-use (“ROUs”) assets consist of the amount of the initial measurement of the lease liability, any lease payments made to the lessor at or before the commencement date, minus any lease incentive received, and any initial direct costs. If a lease does not provide a discount rate and the rate cannot be readily determined, an incremental borrowing rate is used to determine the present value of future lease payments. Lease and variable non-lease components within the Company’s lease agreements are not accounted for separately.

Property and Equipment
Property and equipment, including leasehold improvements, are stated at cost, or the allocated fair value in purchase accounting, less accumulated depreciation and amortization. The costs of additions and betterments that substantially extend the useful life of an asset are capitalized and the expenditures for ordinary repairs and maintenance are expensed in the period incurred as part of other selling, general and administrative expenses in the consolidated statements of income and comprehensive income. Land is not depreciated. Depreciation is computed using the straight-line method over the estimated useful lives of the related assets. Leasehold improvements are amortized over the lease term or the estimated useful life of the improvement, whichever is shorter. At the time depreciable assets are retired or otherwise disposed, the cost and the related accumulated depreciation of such assets are eliminated from the accounts and 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.
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Goodwill and Intangible Assets
Goodwill and intangible assets result primarily from business combination acquisitions.acquisition transactions. Intangible assets include primarily agent relationships, trade name,names, developed technology and other intangibles, all with finite lives. Other intangibles primarily relate to the acquisition of certain agent locations.locations and non-competition agreements. Upon the acquisition, the purchase price is first 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; however, it is assessed for impairment at least annually, at the beginning of the fourth quarter, or more frequently if triggering events occur. For purposes of the annual assessment, management initially performs a qualitative assessment, which includes consideration of the economic, industry and market conditions in addition to our overall financial performance and the performance of these assets. If our qualitative assessment does not conclude that it is more likely than not that the estimated fair value of the reporting unit is greater than the carrying value, we perform a quantitative analysis. In a quantitative test, the fair value of a reporting unit is determined based on a discounted cash flow analysis. A discounted cash flow analysis requires us to make various assumptions, including assumptions about future cash flows, growth rates and discount rates. The assumptions about future cash flows and growth rates are based on our long-term projections. Assumptions used in our impairment testing are consistent with our internal forecasts and operating plans. If the fair value of the reporting unit exceeds its carrying amount, there is no impairment. If not, we recognize an impairment equal to the difference between the carrying amount of the reporting unit and its fair value, not to exceed the carrying amount of goodwill.
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The Company’s agent relationships, trade namenames and developed technology are amortized utilizing an accelerated method over their estimated useful lives of up to 15 years. Other intangible assets are amortized on a straight-line basis over a useful life of up to 10 years. The Company reviews for impairment indicators of finite-lived intangibles and other long-lived assets as described below in “Impairment of Long-Lived Assets.”
Impairment of Long-Lived Assets
The Company evaluates long-lived assets, including amortizable intangible assets, for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Upon such an occurrence, recoverability of assets to be held and used is measured by comparing the carrying amount of an asset to forecasted undiscounted future net cash flows expected to be generated by the asset. If the carrying amount of the asset exceeds its estimated future cash flows, an impairment charge is recognized for the amount by which the carrying amount of the asset exceeds the fair value of the asset. For long-lived assets held for sale, assets are written down to fair value, less cost to sell. Fair value is determined based on discounted cash flows, appraised values or management’s estimates, depending upon the nature of the assets.
Debt Origination Costs
The Company incurred debt origination costs related to the credit agreement,A&R Credit Agreement (as defined herein), consisting of a term loan facility and a revolving credit facility and amortizes these costs over the life of the related debt using the straight-line method, which approximates the effective interest method. The unamortized portion of debt origination costs related to the term loan is 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 income and comprehensive income.
Advertising Costs
Advertising costs are included in other selling, general and administrative expenses in the consolidated statements of income and comprehensive income and are expensed as incurred. The Company incurred advertising costs of approximately $2.5$0.3 million, $0.4$1.0 million and $1.2$2.5 million for the years ended December 31, 2021, 20202023, 2022 and 2019,2021, respectively.
Income Taxes
The Company accounts for income taxes in accordance with GAAP which requires, among other things, recognition of future tax benefits measured at enacted rates attributable to deductible temporary differences between financial statement and income tax bases of assets and liabilities and to tax net operating loss carryforwards to the extent that realization of said benefits is more likely than not.
The Company accounts for tax contingencies by assessing all material positions, including all significant uncertain positions, for all tax years that are open to assessment or challenge under tax statutes. Those positions that have only timing consequences are separately analyzed based on the recognition and measurement 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 the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting the more likely-than-not threshold, the amount recognized in the financial statements is the largest benefit that has a greater than 50 percent
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likelihood of being realized upon ultimate settlement with the relevant tax authority. The Company is subject to income taxes in the U.S. federal jurisdiction and various state jurisdictions. Tax regulations within each jurisdiction are subject to the interpretation of the related tax laws and regulations and require significant judgment to apply. The Company applies the uncertain tax position guidance to all tax positions for which the statute of limitations remains open. The Company’s policy is to classify interest accrued as interest expense and penalties as other selling, general and administrative expenses.

Foreign subsidiaries of the Company are subject to taxes by local tax authorities.
Foreign Currency Translation and Transactions
The 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 exchange rate for each period. Translation adjustments, which result from the process of translating the financial statements of the Company’s foreign operations into U.S. dollars, are recorded as a component of accumulated other comprehensive income (loss).
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Gains or losses from foreign currency transactions amounted to approximately $0.3 million,a gain of $0.2 million, a loss of $15.5 thousand and $41.0 thousanda gain of $0.3 million for the years ended December 31, 2021, 20202023, 2022 and 2019,2021, respectively, and are included in other selling, general and administrative expenses in the consolidated statements of income and comprehensive income.
We manage foreign currency risk through the structure of the business and an active risk management process. We currently settle with our payers in Latin America primarily by entering into foreign exchange tom and spot transactions with local and foreign currency providers (“counterparties”). The foreign currency exposure on our foreign exchange tom and spot transactions is limited by the fact that all transactions are settled within 2two business days from trade date. Foreign currency fluctuations, however, may negatively affect our average exchange gain per transaction. The Company had open tom and spot foreign exchange contracts for Mexico and Guatemala amounting to approximately $48.6$56.9 million and $42.5$41.3 million at December 31, 20212023 and 2020,2022, respectively.
In addition, included in wire transfers and money orders payable, net in our consolidated balance sheets as of December 31, 20212023 and 2020,2022, there are $17.8$40.7 million and $7.6$39.3 million, respectively, of wire transfers payable denominated in foreign currencies, primarily in Mexican pesos and Guatemalan quetzales.
Also, included in prepaid wires, net in our consolidated balance sheets as of December 31, 20212023 and 2020,2022, there are $39.7$17.8 million and $50.1$82.3 million, respectively, of prepaid wires denominated in foreign currencies, primarily in Mexican pesos and Guatemalan quetzales.
Comprehensive Income (Loss)
Comprehensive income (loss) consists of net income (loss) and the foreign currency translation adjustment and is presented in the consolidated statements of income and comprehensive income.
Share-Based Compensation
The Company accounts for its share-based compensation expense related to equity instruments under GAAP, which requires the measurement and recognition of compensation costs for all equity-based payment awards made to employees, independent directors and directorsservice providers based on estimated fair values. We have elected to account for forfeitures as they occur. The Company may use either authorized and unissued shares or treasury shares to meet share issuance requirements. See Note 1214 for further discussion related to the Company’s share-based compensation plans.
Segments
The Company’s business is organized around 1one reportable segment that provides money transmittal services between the U.S., Canada and Canadacertain countries in Europe to Mexico, Guatemala and other countries in Latin America, Africa and Asia through a network of authorized agents located in various unaffiliated retail establishments and 36122 Company-operated stores throughout the U.S., Canada, Spain, Italy and Canada.Germany. This is based on the objectives of the business and how our chief operating decision maker, the CEO and President, monitors operating performance and allocates resources.
Accounting PronouncementsReclassifications

The Financial Accounting Standards Board (“FASB”) issued amended guidance, Intangibles – Goodwill and other (Topic 350): Simplifying the Test for Goodwill Impairment. The amended standard simplifies how an entity tests goodwill by eliminating Step 2 of the goodwill impairment test relatedCertain prior year amounts have been reclassified to measuring an impairment charge. Instead, impairment will be recorded for the amount that the carrying amount of a reporting unit exceeds its fair value. This guidance was adopted by the Company on January 1, 2021. The adoption of this guidanceconform with current year presentation. These changes did not have a material impactany effect on the consolidated financial statements.net income, stockholders’ equity or cash flows.
The FASB issued amended guidance, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract. The amended standard requires implementation costs incurred by customers in cloud computing arrangements to be deferred and recognized over the term of the arrangement if those costs would be capitalized by the customers in a software licensing arrangement. This guidance was adopted by the Company on January 1, 2021. The adoption of this guidance did not have a material impact on the consolidated financial statements.

The FASB issued guidance, Simplifying the Accounting for Income Taxes (Topic 740), which removes certain exceptions to the general principles in Topic 740 and improves consistent application of and simplifies GAAP for other areas of Topic 740 by clarifying and amending existing guidance. This guidance was adopted by the Company on January 1, 2021. The adoption of this guidance did not have a material impact on the consolidated financial statements.

Pronouncements
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The FASB issued guidance, ASU 2023-07, LeasesSegment Reporting (Topic 842)280): Improvements to Reportable Segment Disclosures, which requires a public entity to increase transparencydisclose significant segment expenses and comparability among organizations by recognizing leaseother segment items on an annual and interim basis and provide in interim periods all disclosures about a reportable segment’s profit or loss and assets that are currently required annually. Additionally, it requires a public entity to disclose the title and lease liabilities onposition of the balance sheet for those leases classified as operating leases under previous GAAP.Chief Operating Decision Maker (CODM). The guidance requires thatdoes not change how a lessee recognizes a liabilitypublic entity identifies its operating segments, aggregates them, or applies the quantitative thresholds to make lease payments (the lease liability) and a right-of-use (“ROU”) asset representingdetermine its right to use the underlying asset for the lease term on the balance sheet. Leases will be classified as financing or operating, with classification affecting the pattern of expense recognition in the consolidated statements of income and comprehensive income. The Company adopted the new standard, including the related amendments, effective January 1, 2022 using the modified retrospective approach and used the effective date as the date of initial application. Management has completed its analysis and determined that all of its leasing arrangements will be classified as operating leases. The Company elected to apply three practical expedients, including (i) the election not to reassess its prior conclusions about lease identification, lease classification and initial direct costs, (ii) to use hindsight in determining the lease term, and (iii) the election not to separate lease and non-lease components for arrangements where the Company is a lessee. Additionally, management has implemented new processes to facilitate the requirements of the new standard and determined the ROU asset and lease liability will each amount to approximately $5.6 million on January 1, 2022. We do not expect the adoption of this standard to have a material impact on our consolidated statement of income and comprehensive income and consolidated statement of cash flows.

The FASB issued guidance, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, regarding the measurement of credit losses for certain financial instruments.reportable segments. The new standard replacesis effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The amendments in this ASU should be applied retrospectively to all prior periods presented in the incurred loss model with a current expected credit loss (“CECL”) model. The CECL model is based on historical experience, adjusted for current conditions and reasonable and supportable forecasts. The Company is required to adopt the new guidance on December 31, 2022.financial statements. The Company is currently evaluating the impact this guidance will have on the consolidated financial statements.

The FASB issued guidance, ASU 2023-09, Reference Rate ReformIncome Taxes (Topic 848)740): Facilitation of the Effects of Reference Rate Reform on Financial ReportingImprovements to Income Tax Disclosures, which provides optional expedientfocuses on the rate reconciliation and exceptions for applying generally accepted accounting principlesincome taxes paid. This guidance requires a public entity to contracts, hedging relationships,disclose, on an annual basis, a tabular rate reconciliation using both percentages and other transactions affectedcurrency amounts, broken out into specified categories with certain reconciling items further broken out by reference rate reform if certain criteria are met. In responsenature and jurisdiction to the concerns about structural risksextent those items exceed a specified threshold. In addition, all entities are required to disclose income taxes paid, net of interbank offered rates (“IBORs”)refunds received disaggregated by federal, state/local, and particularly,foreign and by jurisdiction if the riskamount is at least 5% of cessationtotal income tax payments, net of the LIBOR, regulators in several jurisdictions around the world have undertaken reference rate reform initiatives to identify alternative reference rates that are more observable or transaction based and less susceptible to manipulation. This accounting standards update provides companies with optional guidance to ease the potential accounting burden associated with transitioning away from reference rates that are expected to be discontinued. This new guidance may be adopted byrefunds received. For the Company, no later thanthe new standard is effective for annual periods beginning after December 1, 2022,15, 2024, with early adoption permitted. The potential adoption ofAn entity may apply the amendments in this guidance prospectively by providing the revised disclosures for the period ending December 31, 2025 and continuing to provide the previously required disclosures for the prior periods, or may apply the amendments retrospectively by providing the revised disclosures for all period presented. The Company is not expected tocurrently evaluating the impact this guidance will have a material impact on the consolidated financial statements.


NOTE 3 – ACQUISITIONS
Envios de Valores La Nacional Corp.

On November 1, 2022, the Company completed the acquisition of 100% of the voting interest of La Nacional (the “La Nacional Acquisition”) and on April 5, 2023, the Company completed the acquisition of 100% of the voting interest of LAN Holdings (the “LAN Acquisition”) (the “LAN Acquisition,” and together with the La Nacional Acquisition, the “Acquisitions”). See “LAN Holdings, Corp.” section below.

The Company paid cash consideration of $39.7 million upon consummation of the La Nacional Acquisition (subject to customary purchase price adjustments) and had the potential to pay up to $2.4 million in contingent consideration as a result of La Nacional achieving certain transaction volume and financial targets during 2023. The contingent consideration fair value as of December 31, 2023 and December 31, 2022 was approximately $0.6 million and $1.3 million, respectively. During 2023, the Company recorded a fair value adjustment of $0.8 million based on the actual achievement of the financial targets during the measurement period, which was recorded as other income in the consolidated statement of income and comprehensive income.

The following table summarizes the fair values of consideration transferred and identifiable net assets acquired in the La Nacional Acquisition on November 1, 2022, the measurement period adjustments in the year ended December 31, 2023 and the fair values of consideration transferred and identifiable net assets acquired as of December 31, 2023.

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November 1, 2022 (As initially reported)Measurement Period AdjustmentsDecember 31, 2023 (As Adjusted)
Assets acquired:
Cash and cash equivalents$39,569 $— $39,569 
Accounts receivable16,504 — 16,504 
Prepaid wires571 — 571 
Prepaid expenses and other current assets1,219 430 1,649 
Property and Equipment4,077 — 4,077 
Intangible assets8,450 — 8,450 
Other assets13,659 — 13,659 
Total identifiable assets acquired$84,049 $430 $84,479 
Liabilities assumed:
Accounts payable$(1,260)$— $(1,260)
Wire transfers and money orders payable(35,595)— (35,595)
Accrued and other liabilities(3,651)194 (3,457)
Lease liabilities(13,067)— (13,067)
Deferred tax liability(2,969)700 (2,269)
Total liabilities assumed$(56,542)$894 $(55,648)
Net identifiable assets acquired$27,507 $1,324 $28,831 
Consideration transferred$41,021 $— $41,021 
Goodwill$13,514 $(1,324)$12,190 

Restructuring costs

During the third quarter of 2023, the Company implemented a Restructuring Plan (the "Plan") for La Nacional. The objectives were to reorganize the workforce, streamline operational processes as well as develop efficiencies within the Company. The Plan contemplated a reduction of La Nacional's workforce due to closing of operations, and surrendering of money transmitter licenses in certain states, termination of selected sending agents, centralization of functions at the consolidated Company level and closing of certain facilities.
For the year ended December 31, 2023, the Company incurred $1.2 million in expenses related to the Plan. These expenses include approximately $0.9 million in severance payments and related benefits included in salaries and benefits in the consolidated statement of income and comprehensive income, $0.3 million in computer equipment write-offs, $38 thousand for the early termination of a lease agreement and $31 thousand in legal fees related to the surrender of money transmitter licenses within states where La Nacional will no longer operate, which are included in other selling, general and administrative expenses in the consolidated statement of income and comprehensive income.
The Company paid out the above charges during the year ended December 31, 2023 and does not have a liability recorded as of December 31, 2023.
LAN Holdings, Corp.

On April 5, 2023, the Company completed the acquisition of 100% of the voting interest of LAN Holdings. LAN Holdings provides the Company the opportunity to enter into markets in which it did not have a presence previously, such as the ability to provide outbound remittance services from Spain, Italy, and Germany.

The total consideration transferred by the Company in connection with the LAN Acquisition was $13.4 million, which included $10.3 million in cash, subject to customary purchase price adjustments. The Company will also pay an additional $0.6 million in cash as a result of LAN Holdings’ achievement of certain operational milestones during 2023, which the parties have agreed have been achieved. Prior to the acquisition, the Company maintained a receivable balance of approximately $2.5 million related to money transfers paid by the Company on behalf of LAN Holdings. Upon the closing of the LAN Acquisition, the receivable balance was effectively settled and, therefore, included in the determination of the total consideration transferred. The LAN Acquisition was funded with cash on hand.

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The following table summarizes the fair values of consideration transferred and identifiable net assets acquired in the LAN Acquisition on April 5, 2023, the measurement period adjustments in the year ended December 31, 2023 and the fair values of consideration transferred and identifiable net assets acquired as of December 31, 2023.

April 5, 2023
(As initially reported)
Measurement Period AdjustmentsDecember 31, 2023
(As Adjusted)
Assets acquired:
Cash and cash equivalents$4,721 $— $4,721 
Accounts receivable3,643 — 3,643 
Prepaid wires4,613 — 4,613 
Prepaid expenses and other current assets353 — 353 
Property and equipment351 — 351 
Intangible assets3,200 — 3,200 
Other assets877 — 877 
Total identifiable assets acquired$17,758 $— $17,758 
Liabilities assumed:
Accounts payable$(1,010)$— $(1,010)
Wire transfers and money orders payable(6,645)— (6,645)
Accrued and other liabilities(747)(689)(1,436)
Lease liabilities(758)— (758)
Deferred tax liability(91)— (91)
Total liabilities assumed$(9,251)$(689)$(9,940)
Net identifiable assets acquired$8,507 $(689)$7,818 
Consideration transferred$13,354 $— $13,354 
Goodwill$4,847 $689 $5,536 

The goodwill balance for the LAN Acquisition represents the estimated values of the Company’s geographic presence in key markets, assembled workforce, management team’s industry-specific knowledge and synergies expected to be achieved from the combined operations of LAN Holdings and the Company. Goodwill resulting from the LAN Acquisition is not deductible for tax purposes.

Amortizing intangible assets related to the LAN Acquisition are primarily composed of agent relationships, a trade name and non-competition agreements, which had weighted average lives of approximately 15 years, 10 years and 5 years, respectively, and are based on LAN Holdings’ operational history and established relationships with, and the nature of, its customers. The weighted average life of amortizing intangible assets for LAN Acquisition was 14.95 years in the aggregate. These intangible assets are amortized utilizing an accelerated method over their estimated useful lives, which is a manner consistent with the pattern in which the related benefits are expected to be consumed. The acquisition date fair value of the agent relationships, trade name and non-competition agreement intangibles was $2.9 million, $0.3 million and $10.0 thousand, respectively.

The agent relationships intangible represents the network of independent sending agents. This intangible was valued using the excess earnings method, which was based on the Company’s forecasts and historical activity at agent locations in order to develop a turnover rate and expected economic useful life. Assuming a year-over-year location turnover rate of 20.0%, this resulted in an expected useful life for this intangible of 15 years.

Trade name refers to the I-Transfer name, branded on all agent locations and recognized in 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 rate estimated using comparable market data. The Company determined it was appropriate to assign a finite useful life of 10 years to the trade name to provide better matching of the amortization expense during the period of expected benefits.

The definitive purchase agreement to acquire La Nacional and LAN Holdings entered into by the Company includes non-competition provisions agreed to by the former owner and two key members of management of La Nacional. The fair value of these intangibles was valued using the “with and without” method, which estimated the value of an asset based on the difference in the value of the business’s
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cash flows “with” and “without” that asset. The Company assigned useful lives of up to 5 years for these intangibles, which matches the contractual term of the non-competition agreements.

The LAN Holdings results of operations have been included in the Company's results of operations from the date of its acquisition. The Company’s consolidated statement of income and comprehensive income includes $13.8 million and $0.2 million of revenue and net income for the year ended December 31, 2023, respectively, from LAN Holdings.

Transaction Costs

Transaction costs include all internal and external costs directly related to acquisition activities, consisting primarily of legal, consulting, accounting and financial advisory fees. Transaction costs for the years ended December 31, 2023 and 2022, amounted to $0.4 million and $3.0 million, respectively. There were $1.0 million in transaction costs for the year ended December 31, 2021. Transaction costs for the years ended December 31, 2023 and 2022 primarily related to the Acquisitions, while transaction costs for the year ended December 31, 2021 related to costs incurred in connection with potential acquisitions considered during that year, including La Nacional and LAN Holdings.

Unaudited Supplemental Pro Forma Financial Information

For the years ended December 31, 2023 and 2022, unaudited supplemental pro forma revenue totaled approximately $663.3 million and $559.4 million, respectively, and unaudited supplemental pro forma net income totaled approximately $60.4 million and $57.6 million, respectively.

These unaudited pro forma financial results include the results of operations of LAN Holdings as if it had been consolidated as of January 1, 2022, the beginning of the year prior to its acquisition, and are provided for illustrative purposes only. These unaudited pro forma financial results do not purport to be indicative of the actual results that would have been achieved by the combined companies for the periods indicated, or of the results that may be achieved by the combined companies in the future. The Company’s unaudited pro forma financial results were prepared by adding the unaudited historical results of the acquired business to the historical results of the Company, and then adjusting those combined results for transaction costs of $0.4 million for the year ended December 31, 2023, and the incremental depreciation and amortization expense related to the property and equipment and intangible assets acquired. Transaction costs were included in the pro forma results for the year ended December 31, 2022 but removed from the pro forma results for the year ended December 31, 2023. These unaudited pro forma financial results do not include adjustments to reflect other cost savings or synergies that may have resulted from this acquisition. Future results may vary significantly due to future events and other factors, many of which are beyond the Company’s control.
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NOTE 4 – REVENUE
The Company recognized in revenues from contracts with customers, sending agents and others for the years ended December 31, 2021, 20202023, 2022 and 2019,2021, the following (in thousands):
December 31,
202120202019
December 31,December 31,
2023202320222021
Wire transfer and money order fees Wire transfer and money order fees$394,669 $308,850 $274,161 
Discounts and promotions Discounts and promotions(1,428)(941)(1,080)
Wire transfer and money order fees, net Wire transfer and money order fees, net393,241 307,909 273,081 
Foreign exchange gain, net Foreign exchange gain, net62,832 46,763 44,268 
Other income Other income3,133 2,537 2,252 
Total revenues Total revenues$459,206 $357,209 $319,601 

There are no significant initial costs incurred to obtain contracts with customers, although the Company has a loyalty program under which customers earn 1one point for each wire transfer completed. Points can be redeemed for a discounted wire transaction fee or a foreign exchange rate that is more favorable to the customer. The customer benefits vary by country, and the earned points expire if the customer has not initiated and completed an eligible wire transfer transaction within the immediately preceding 180-day period. In addition, earned points will expire 30 days after the end of the program. Because the loyalty program benefits represent a future performance obligation, a portion of the initial consideration is recorded as deferred revenue loyalty program (see Note 9)11) and a corresponding loyalty program expense is recorded as contra revenue. Revenue from this performance obligation is recognized upon customers redeeming points or upon expiration of any points outstanding.
Except for the loyalty program discussed above, our revenues include only 1one performance obligation, which is to collect the customer’s money and make funds available for payment, generally on the same day, to a designated recipient in the currency requested.

The Company also offers several other services, including money orders, and check cashing through our sending agents, for which revenue is derived from a fee per transaction. For substantially all of the Company’s revenues, the Company acts as principal in the transactions
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and reports revenue on a gross basis, because the Company controls the service at all times prior to transfer to the customer, is primarily responsible for fulfilling the customer contracts, has the risk of loss and has the ability to establish transaction prices.

Wire transfers and money order fees include money order fees of $2.2 million, $1.8 million and $1.5 million for the years ended December 31, 2023, 2022 and 2021, respectively.

NOTE 45 – ACCOUNTS RECEIVABLE AND AGENT ADVANCES RECEIVABLE, NET OF ALLOWANCE

Accounts Receivable

Accounts receivable represents primarily outstanding balances from sending agents for pending wire transfers or money orders from our customers. The outstanding balance of accounts receivable, net of allowance for credit losses, consists of the following (in thousands):
December 31,
20212020
Accounts receivable$69,498 $56,520 
Allowance for credit losses(2,181)(1,503)
Accounts receivable, net$67,317 $55,017 

December 31,
20232022
Accounts receivable$157,847 $132,363 
Allowance for credit losses(2,610)(2,555)
Accounts receivable, net$155,237 $129,808 

Agent Advances Receivable
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The Company had agent advances receivable, net of allowance for credit losses, from sending agents as follows (in thousands):

December 31,
20212020
December 31,December 31,
202320232022
Agent advances receivable, currentAgent advances receivable, current$791 $710 
Allowance for credit lossesAllowance for credit losses(55)(244)
Net currentNet current$735 $466 
Agent advances receivable, long-termAgent advances receivable, long-term$656 $816 
Agent advances receivable, long-term
Agent advances receivable, long-term
Allowance for credit lossesAllowance for credit losses(13)(295)
Net long-termNet long-term$644 $521 

The net current portion of agent advances receivable is included in prepaid expenses and other current assets (see Note 5)6), and the net long-term portion is included in other assets in the consolidated balance sheets. The agent advances receivable have interest rates ranging from 0% to 15.5% per annum. At December 31, 20212023 and 2020,2022, there were $1.4$4.6 million and $1.5$2.8 million, respectively, of agent advances receivable collateralized by personal guarantees from the sending agents and assets from their businesses in case of a default by the agent.

The maturities of agent advances receivable at December 31, 20212023 are as follows (in thousands):
Outstanding
Balance
Under 1 year$7911,596 
Between 1 and 2 years6562,428 
Between 2 and 3 years571 
Total$1,4474,595 

Allowance for Credit Losses

The changes in the allowance for credit losses related to accounts receivable and agent advances receivable are as follows (in thousands):

Year Ended December 31,
202120202019
Year Ended December 31,Year Ended December 31,
2023202320222021
Beginning balanceBeginning balance$2,042 $1,236 $1,290 
ProvisionProvision1,537 1,801 1,626 
Charge-offsCharge-offs(1,863)(1,491)(1,972)
RecoveriesRecoveries533 496 292 
Other
Ending BalanceEnding Balance$2,249 $2,042 $1,236 

The allowance for credit losses allocated by financial instrument category is as follows (in thousands):

December 31,
202320222021
Accounts receivable$2,610 $2,555 $2,181 
Agent advances receivable184 93 68 
Allowance for credit losses$2,794 $2,648 $2,249 

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December 31,
202120202019
Accounts receivable$2,181 $1,503 $759 
Agent advances receivable68 539 477 
Allowance for credit losses$2,249 $2,042 $1,236 

NOTE 56 – PREPAID EXPENSES AND OTHER ASSETS
Prepaid expenses and other current assets consisted of the following (in thousands):

December 31,
20212020
December 31,December 31,
202320232022
Prepaid insurancePrepaid insurance$923 $465 
Prepaid fees and servicesPrepaid fees and services1,930 1,452 
Agent incentives advances
Agent advances receivable, net of allowanceAgent advances receivable, net of allowance735 466 
Assets pending settlementAssets pending settlement331 218 
Prepaid income taxesPrepaid income taxes1,563 103 
Prepaid expenses and current assets - other1,506 817 
$6,988 $3,521 
Tenant allowance
Prepaid expenses and other current assets
$

Other assets consisted of the following (in thousands):
December 31,
20212020
Revolving line origination fees$2,032 $423 
December 31,December 31,
202320232022
Revolving credit facility origination fees
Agent incentives advancesAgent incentives advances1,010 1,110 
Agent advances receivable, net of allowanceAgent advances receivable, net of allowance644 521 
Right-of-use assets, net
Funds held by seized banking entities, net of allowanceFunds held by seized banking entities, net of allowance3,114 130 
Fixed assets in process
Other assetsOther assets634 852 
$7,434 $3,036 
$

During September 2021,As of December 31, 2023, fixed assets in process include approximately $6.1 million (none in 2022) in capital expenditures related to lease hold improvements and other assets in connection with our new headquarters (see Note 8).

Prior to 2022, local banking regulators in Mexico resolved to close and liquidate a local financial institution, citing a lack of compliance with minimum capital requirements. The Company has approximately $5.1$5.2 million of exposure from deposits it held with this bank when it was closed. In accordance with the banking regulations in Mexico, large depositors such as the Company will be paid once the assets of the financial institution are liquidated. Currently, it is difficult to predict the length of the liquidation process or if the proceeds from the asset liquidation will be sufficient to recover a portion or all of its funds on deposit. Consequently, theThe Company recordedmaintains a valuation allowance of $2.0approximately $3.6 million as of December 31, 2023, in connection with the balance of deposits held by the financial institution as a result of its closure.

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NOTE 67 – PROPERTY AND EQUIPMENT
Property and equipment consists of the following (in thousands):

December 31,Estimated
Useful Life
(in years)
20212020
December 31,December 31,Estimated
Useful Life
(in years)
2023
Land
Land
Land
Building
Building
Building663 565 30
Computer software and equipmentComputer software and equipment$30,805 $22,337 3 to 5Computer software and equipment57,645 47,316 47,316 3 to 53 to 5
Office improvementsOffice improvements1,575 1,122 5Office improvements5,887 5,508 5,508 55
Furniture and fixturesFurniture and fixtures835 506 7Furniture and fixtures3,508 2,789 2,789 77
33,215 23,965 
67,739
Less accumulated depreciationLess accumulated depreciation(15,310)(10,944)
$17,905 $13,021 
Less accumulated depreciation
Less accumulated depreciation
$
$
$

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Computer software and equipment above includes internal useinternally used software of approximately $4.7$15.4 million and $2.8$8.6 million at December 31, 20212023 and 2020,2022, respectively. During the third quarter of 2021, the Company wrote-off $1.0 million in software development expenditures, which is included in other selling, general and administrative expenses in the consolidated statements of income and comprehensive income.

Depreciation expense included in depreciation and amortization expense in the consolidated statements of income and comprehensive income was approximately $4.3$8.0 million, $3.9$5.2 million and $3.3$4.3 million for the years ended December 31, 2021, 20202023, 2022 and 2019,2021, respectively.

Repairs and maintenance expenses included in other selling, general and administrative expenses in the consolidated statements of income and comprehensive income were approximately $2.6$5.4 million, $2.0$3.7 million and $1.7$2.6 million for the years ended December 31, 2021, 20202023, 2022 and 2019,2021, respectively.

NOTE 8 – LEASES
To conduct certain of our operations, the Company is a party to leases for office space, warehouses and Company-operated store locations. In December 2022, the Company entered into a lease agreement, which expires in 2033, for its new headquarters to accommodate its growing workforce. The new lease agreement provides for the Company to receive a tenant allowance amounting to approximately $3.8 million through the construction period, out of which $2.2 million has been disbursed through December 31, 2023. Also, the Company will commence making monthly lease payments on November 1, 2024. Such tenant allowance has been recorded within prepaid expenses and other current assets in the consolidated balance sheets.

The presentation of right-of-use assets and lease liabilities in the consolidated balance sheets is as follows (in thousands):

LeasesClassificationDecember 31, 2023December 31, 2022
Assets
Right-of-use assets
Other assets(1)
$22,100 $24,768 
Total leased assets$22,100 $24,768 
Liabilities
Current
OperatingAccrued and other liabilities$4,955 $5,258 
Noncurrent
OperatingLease liabilities22,670 23,272 
Total Lease liabilities$27,625 $28,530 
(1) Operating right of-use assets are recorded net of accumulated amortization of $10.0 million and $5.6 million as of December 31, 2023 and 2022, respectively.
Lease expense for the years ended December 31, 2023 and 2022, respectively, was as follows (in thousands):
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Year Ended
Lease CostClassificationDecember 31, 2023December 31, 2022
Operating lease costOther selling, general and administrative expenses$7,848 $3,105 

Rent expense for the year ended December 31, 2021 was $2.4 million, which is included in other selling, general and administrative expenses in the consolidated statement of income and comprehensive income.

As of December 31, 2023 and 2022, the Company’s weighted-average remaining lease terms on its operating leases is 6.7 and 6.6 years, and the Company’s weighted-average discount rate is 6.06% and 5.67%, respectively, which is the Company's incremental borrowing rate. The Company used its incremental borrowing rate for all leases, as none of the Company’s lease agreements provide a readily determinable implicit rate.

Lease Payments

Future minimum lease payments for assets under non-cancelable operating lease agreements with original terms of more than one year for the next five years and thereafter are as follows (in thousands):

2024$5,907 
20256,333 
20264,894 
20273,474 
20282,671 
Thereafter12,029 
Total lease payments35,308 
Less: Imputed interest(7,683)
Present value of lease liabilities$27,625 


NOTE 79 – GOODWILL AND INTANGIBLE ASSETS
Goodwill consists of the following (in thousands):

December 31,
20212020
December 31,December 31,
202320232022
Indefinite life:Indefinite life:
GoodwillGoodwill$36,260 $36,260 
Goodwill
Goodwill
Total indefinite lifeTotal indefinite life$36,260 $36,260 

Intangible assets consist of the following (in thousands):

December 31, 2021December 31, 2020
Gross Carrying
Value
Accumulated
Amortization
Net
Carrying
Value
Gross
Carrying
Value
Accumulated AmortizationNet
Carrying
Value
December 31, 2023December 31, 2023December 31, 2022
Gross Carrying
Value
Gross Carrying
Value
Accumulated
Amortization
Net
Carrying
Value
Gross
Carrying
Value
Accumulated AmortizationNet
Carrying
Value
Amortizable:Amortizable:
Agent relationshipsAgent relationships$40,500 $(32,915)$7,585 $40,500 $(29,759)$10,741 
Trade name15,500 (9,404)6,096 15,500 (7,964)7,536 
Agent relationships
Agent relationships
Trade names
Developed technologyDeveloped technology6,600 (5,690)910 6,600 (5,234)1,366 
Other intangiblesOther intangibles1,279 (478)801 1,155 (368)787 
Net amortizable intangible assetsNet amortizable intangible assets$63,879 $(48,487)$15,392 $63,755 $(43,325)$20,430 

Goodwill and the majority of intangible assets on the consolidated balance sheets of the Company were recognized from a prior acquisition.business acquisition transactions. The fair value measurements were based on significant inputs, such as the Company’s forecasted revenues,
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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 and represent Level 3 measurements within the fair value hierarchy. Trade name refers to the Intermex name, branded on all agent locations and well recognized in 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 rate estimated using comparable market data. The Company determined it was appropriate to assign a finite useful life of 15 years to the trade name to provide better matching of the amortization expense during the period of expected benefits.

The agent relationships intangible represents the network of independent sending agents. This intangible was valued using the excess earnings method, 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 technology includes 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 using the relief-from-royalty method based on the Company’s forecasted revenues, a royalty rate estimated using comparable market data, an expected obsolescence rate of 18.0% and an estimated useful life of 15 years. Other intangibles primarily relate to the acquisition of Company-operated stores, which are amortized on a straight-line basis over 10 years. The net book value of these intangibles was $0.8 million at both December 31, 2021 and 2020.

Management believes it has made reasonable estimates and judgments concerning these risks and uncertainties. A change in the conditions, circumstances or strategy of the Company may result in a need to recognize an impairment charge.

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As a result of the annual impairment tests, the Company determined that goodwill was not impaired as of December 31, 20212023 and 2020.2022.

The following table presents the changes in goodwill and intangible assets (in thousands):
GoodwillIntangible Assets
Balance at December 31, 2018$36,260 $36,395 
Acquisition of agent locations— 335 
Amortization expense— (9,349)
Balance at December 31, 2019$36,260 $27,381 
Amortization expense— (6,951)
GoodwillGoodwillIntangible Assets
Balance at December 31, 2020Balance at December 31, 2020$36,260 $20,430 
Acquisition of agent locationsAcquisition of agent locations— 124 
Amortization expenseAmortization expense— (5,162)
Balance at December 31, 2021Balance at December 31, 2021$36,260 $15,392 
Acquisition of La Nacional
Acquisition of agent locations
Amortization expense
Balance at December 31, 2022
Measurement period adjustment (Refer to Note 3)
Acquisition of LAN Holdings
Amortization expense
Balance at December 31, 2023



Amortization expense related to intangible assets for the next five years and thereafter is as follows (in thousands):

2022$4,010 
20233,002 
202420242,282 
202520251,730 
202620261,310 
2027
2028
ThereafterThereafter3,058 
$15,392 
$

NOTE 810 – WIRE TRANSFERS AND MONEY ORDERS PAYABLE, NET

Wire transfers and money orders payable, net, consisted of the following (in thousands):

December 31,
20212020
December 31,December 31,
202320232022
Wire transfers payable, netWire transfers payable, net$20,744 $11,806 
Customer voided wires payableCustomer voided wires payable16,895 13,374 
Money orders payableMoney orders payable18,427 16,566 
$56,066 $41,746 
$

Customer voided wires payable consist primarily of wire transfers that were not completed because the recipient did not collect the funds within 30 days and the sender has not claimed the funds and, therefore, are considered unclaimed property. Unclaimed property laws of each state in the United States in which we operate, the District of Columbia, and Puerto Rico require us to track certain information for all of our money remittances and payment instruments and, if the funds underlying such remittances and instruments are unclaimed at the end of an applicable statutory abandonment period, require us to remit the proceeds of the unclaimed property to the appropriate jurisdiction. Applicable statutory abandonment periods range from three to seven years.

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NOTE 911 – ACCRUED AND OTHER LIABILITIES
Accrued and other liabilities consisted of the following (in thousands):

December 31,
20212020
December 31,December 31,
202320232022
Commissions payable to sending agentsCommissions payable to sending agents$16,303 $12,500 
Accrued salaries and benefitsAccrued salaries and benefits4,892 2,957 
Accrued bank chargesAccrued bank charges1,371 1,170 
Accrued legal fees422 75 
Lease liability, current portion
Accrued other professional feesAccrued other professional fees1,619 826 
Accrued taxesAccrued taxes4,908 1,276 
Deferred revenue loyalty programDeferred revenue loyalty program3,391 2,750 
Contingent consideration liability
Acquisition related liabilities
Accrued transaction costs
OtherOther854 826 
$33,760 $22,380 
$

The following table shows the changes in the deferred revenue loyalty program liability (in thousands):

Balance, December 31, 20192021$2,4953,391 
Revenue deferred during the year1,8062,936 
Revenue recognized during the year(1,551)(2,115)
Balance, December 31, 202020222,7504,212 
Revenue deferred during the year2,3263,230 
Revenue recognized during the year(1,685)(2,671)
Balance, December 31, 20212023$3,3914,771 

NOTE 1012 – DEBT
Debt consisted of the following (in thousands):
December 31,
20212020
December 31,December 31,
202320232022
Revolving credit facility
Term loan facilityTerm loan facility$85,313 $89,383 
85,313 89,383 
189,469
Less: Current portion of long term debt (1)
Less: Current portion of long term debt (1)
(3,882)(7,044)
Less: Debt origination costsLess: Debt origination costs(2,220)(1,760)
$79,211 $80,579 
$
(1)Current portion of long-term debt is net of debt origination costs of approximately $0.5 million and $0.6 million atas of both December 31, 20212023 and 2020, respectively.2022.

The Company and certain of its domestic subsidiaries as borrowers and the other guarantors from time to time party thereto (collectively, the “Loan Parties”) entered into a financing agreement with a group of banking institutions, dated November 7, 2018 and further amended on December 7, 2018 (the “Original Credit Agreement”). The Original Credit Agreement provided for a $35.0 million revolving credit facility, a $90.0 million term loan facility and an up to $30.0 million incremental facility of which $12.0 million was utilized in 2019 for the term loan facility and $10.0 million was utilized in May of 2021 for the revolving credit facility (see below). The Original Credit Agreement also provided for the issuance of letters of credit, which would reduce availability under the revolving credit facility. The maturity date of the Original Credit Agreement was November 7, 2023.

Effective as of May 12, 2021, the Company amended the Original Credit Agreement by entering into Increase Joinder No. 2 (the “Joinder No. 2”) to the Original Credit Agreement, which was accounted for as a debt modification, under which the revolving line of credit commitment under the Original Credit Agreement was increased by $10.0 million to an aggregate of $45.0 million. The Joinder No. 2 did not have any impact to any of the terms of the term loan facility under the Original Credit Agreement. The Company incurred debt origination costs of $76.8 thousand in the second quarter of 2021, which were capitalized and will be amortized over the remaining life of the revolving line of credit facility, as described below, using the straight-line method, as it is not significantly different than the effective interest method.
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On June 24, 2021, the Loan Parties entered into an Amended and Restated Credit Agreement (the “A&R Credit Agreement”) with a group of banking institutions. The A&R Credit Agreement amended and restated in its entirety the Original Credit Agreement.Company’s previous credit agreement. The A&R Credit Agreement providesprovided for a $150.0 million revolving credit facility, an $87.5 million term loan facility and an uncommitted incremental facility, which may be utilized for additional revolving or term loans, of up to $70.0 million. The A&R Credit Agreement also provides for the issuance of letters of credit, which would reduce availability under the revolving credit facility. The proceeds of the term loan were used to refinance the existing term loan facility under the Original Credit Agreement,Company’s previous credit agreement, and the revolving credit facility is available for working capital, general corporate purposes and to pay fees and expenses in connection with this transaction. The maturity date of the A&R Credit Agreement is June 24, 2026.

This refinancing
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In November 2022, the Credit Agreement was amended to replace the London Inter-bank Offered Rate (“LIBOR”) as a benchmark interest rate for loans with the secured overnight financing rate as administered by the Federal Reserve Bank of New York (“SOFR”).

In April 2023, the Company amended its A&R Credit Agreement to increase the revolving credit commitments available thereunder from an aggregate of $150.0 million to $220.0 million. The credit commitments are available for general corporate purposes to support the Company’s growth and to fund working capital needs and will be subject to the same interest rate and other terms applicable to the outstanding revolving credit commitments under the A&R Credit Agreement. In addition, as amended, the A&R Credit Agreement provides the Company with a refreshed uncommitted incremental facility which may be utilized for new revolving credit facilities or term loans in an aggregate amount of up to $70.0 million. The amendment was accounted for as a debt modification. The balance of the unamortized debt origination costs of $1.8 million under the Original Credit Agreement, the origination costs paid to the Loan Parties of $1.0 million in connection with the term loan facility of the A&R Credit Agreement and the additional debt origination costs paid to the Loan Parties and third-party costs of $1.8approximately $0.7 million incurred in connection with the revolving credit facility of the A&R Credit Agreement will be associated with the new arrangement, and therefore, theythis amendment will be amortized over the remaining life of the A&R Credit Agreement using the straight-line method, as it is not significantly different than the effective interest method. Debt origination costs paid to third parties related to a portion of the term loan facility in connection with the A&R Credit Agreementamendment were expensed as incurred during the second quarter of 2021.2023.

The unamortized portion of debt origination costs totaled approximately $4.5$2.9 million and $2.2$3.3 million at December 31, 20212023 and 2020,2022, respectively. Amortization of debt origination costs is included as a component of interest expense in the consolidated statements of income and comprehensive income and amounted to approximately $0.9$1.1 million, $0.8$1.0 million and $0.7$0.9 million for the years ended December 31, 2021, 2020,2023, 2022, and 2019,2021, respectively.

At the election of the Company, interest on the term loan facility and revolving credit facilityloans under the A&R Credit Agreement, isas amended, may be determined by reference to either LIBOR (subject to replacement) or a “base rate”, in each caseSOFR plus an index adjustment of 0.10% and an applicable margin ranging between 2.50% and 3.00% per annum for LIBOR loans and between 1.50% and 2.00% per annum for base rate loans depending onbased upon the level of ourCompany’s consolidated leverage ratio, as calculated pursuant to the terms of the A&R Credit Agreement. Loans (other than Term Loans, as defined in the A&R Credit Agreement), may also bear interest at the Base Rate, plus an applicable margin ranging between 1.50% and 2.00% based upon the Company’s consolidated leverage ratio, as so calculated. The Company is also required to pay a fee on the unused portion of the revolving credit facility equal to 0.35% per annum.

The effective interest rates for the year ended December 31, 20212023 for the term loan facility and revolving credit facility were 4.23%8.33% and 0.78%1.92%, respectively. The effective interest rates for the year ended December 31, 2022 for the term loan facility and revolving credit facility were 4.87% and 1.04%, respectively.

Interest is payable (x)(i) generally on the last day of each interest period selected for LIBORSOFR loans, but in any event, not less frequently than every three months, and (ii) on the last business day of each quarter for base rate loans and (y) at final maturity. The principal amount of the term loan facility under the A&R Credit Agreement must be repaid in consecutive quarterly installments of 5.0% in years 1 and 2, 7.5% in year 3, and 10.0% in years 4 and 5, in each case on the last day of each quarter, commencingwhich commenced in September 2021 with a final balloon payment at maturity. The term loans under the A&R Credit Agreement may be prepaid at any time without premium or penalty. Revolving loans may be borrowed, repaid and reborrowed from time to time in accordance with the terms and conditions of the A&R Credit Agreement. The Company is also required to repay the loans upon receipt of net proceeds from certain casualty events, upon the disposition of certain property and upon incurrence of indebtedness not permitted by the A&R Credit Agreement. In addition, the Company is required to make mandatory prepayments annually from excess cash flow if the Company’s consolidated leverage ratio (as calculated under the A&R Credit Agreement) is greater than or equal to 3.0, and the remainder of any such excess cash flow is contributed to the available amount which may be used for a variety of purposes, including investments and distributions.

The A&R Credit Agreement contains financial covenants that require the Company to maintain a quarterly minimum fixed charge coverage ratio of 1.25:1.00 and a quarterly maximum consolidated leverage ratio of 3.25:1.00.1.00 and generally restricts the ability of the Company to make certain restricted payments, including the repurchase of shares of its common stock, provided that the Company may make restricted payments, among others, (i) without limitation so long as the Consolidated Leverage Ratio (as defined in the A&R Credit Agreement), as of the then most recently completed four fiscal quarters of the Company, after giving pro forma effect to such restricted payments, is 2.25 to 1.00 or less, (ii) that do not exceed, in the aggregate during any fiscal year, the greater of (x) $23.8 million and (y) 25.00% of Consolidated EBITDA (as defined in the A&R Credit Agreement) for the then most recently completed four fiscal quarters of the Company and (iii) to repurchase Company common stock from current or former employees in an aggregate amount of up to $10.0 million per calendar year. The A&R Credit Agreement also contains covenants that limit the Company’s and its subsidiaries’ ability to, among other things, grant liens, incur additional indebtedness, make acquisitions or investments, dispose of certain assets, change the nature of their businesses, enter into certain transactions with affiliates or amend the terms of material indebtedness.

In addition, the A&R Credit Agreement generally restricts the payment of dividends or cash distributions by the Company with certain exceptions, including the following: i) to repurchase the Company’s common stock from current or former employees in an aggregate amount of up to $10.0 million per calendar year, and ii) other restricted payments in an aggregate amount not to exceed $40.0 million plus the Available Amount (as defined in the A&R Credit Agreement).

The obligations under the A&R Credit Agreement are guaranteed by the Company and certain domestic subsidiaries of the Company and secured by liens on substantially all of the assets of the Loan Parties, subject to certain exclusions and limitations.

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The scheduled annual payments of the term loan at December 31, 20212023 are as follows (in thousands):

2022$4,375 
20235,469 
202420247,656 
202520258,750 
2026202659,063 
$85,313 
$
$
$

NOTE 1113FAIR VALUE MEASUREMENTS
The Company determines fair value in accordance with the provisions of FASB guidance, Fair Value Measurements and Disclosures, which defines fair value 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 between market participants at the measurement date. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, a three-level fair value hierarchy that prioritizes the inputs used to measure fair value was established. There are three levels of inputs used to measure fair value and for disclosure purposes. Level 1 relates to quoted market prices for identical assets or liabilities in active markets. Level 2 relates to observable inputs other than quoted prices included in Level 1. Level 3 relates to unobservable inputs that are supported 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 goodwill and intangible assets. The determination of our intangible fair values includes several assumptions and inputs (Level 3) that are subject to various risks and uncertainties. Management believes it has made reasonable estimates and judgments concerning these risks and uncertainties. All other financial assets and liabilities are carried at amortized cost.

The Company’s cash and cash equivalents balances are representative of their fair values as these balances are comprised of deposits available on demand.demand or overnight. The carrying amounts of accounts receivable, agent advances 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 instruments.

The Company’s financial liabilities include its revolving credit facility and term loan facility. The fair value of the term loan facility, which approximates book value, is estimated by discounting the future cash flows using a current market interest rate. The estimated fair value of the revolving credit facility would approximate face value given the payment schedule and interest rate structure, which approximates current market interest rates.

NOTE 1214 – SHARE-BASED COMPENSATION
International Money Express, Inc. Omnibus Equity Compensation Plans

On June 26, 2020, at the 2020 Annual Meeting of Stockholders, the Company’s stockholders approved theThe International Money Express, Inc. 2020 Omnibus Equity Compensation Plan (the “2020 Plan”), which provides for the granting of stock-based incentive awards, including stock options, restricted stock units (“RSUs”), restricted stock awards (“RSAs”) and performance stock units (“PSUs”) to employees, certain service providers and independent directors of the Company. There are approximately 3.7 million shares of the Company’s common stock approved for issuance under the 2020 Plan, which includes 0.4 million shares that were previously subject to awards granted under the International Money Express, Inc. 2018 Omnibus Equity Compensation Plan (the “2018 Plan” and together with the 2020 Plan, the “Plans”). Although awards remain outstanding under the 2018 Plan, which was terminated effective June 26, 2020, no additional awards may be granted under the 2018 Plan. As of December 31, 2021, 2.92023, 2.1 million shares remained available for grant of future awards under the 2020 Plan. The 2018 Plan was terminated effective June 26, 2020, and no additional awards may be granted under the 2018 Plan.

Stock Options

The value of each option grant is estimated on the grant date using the Black-Scholes option pricing model (“BSM”). The option pricing model requires the input of highly subjectivecertain assumptions, including the grant date fair value of our common stock, expected volatility, risk-free interest rates, expected term and expected dividend yield. To determine the grant date fair value of the Company’s common stock, we use the closing market price of our common stock at the grant date. We also use an expected volatility based on the historical volatility of the Company’s common stock and the “simplified” method for calculating the expected life of our stock options as the options are “plain vanilla” and we do not have any significant historical post-vesting activity. We have elected to account for forfeitures as they occur. The risk-free interest rates are obtained from publicly available U.S. Treasury yield curve rates.

The Company used the following assumptions for the BSM to determine the fair value of the stock options granted during the year ended December 31, 2020; there were no options granted during the year ended December 31, 2021.
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Year Ended
December 31, 2020
Weighted-average grant date price of our common stock (per share)$12.94 
Weighted-average expected volatility45.2 %
Weighted-average risk-free interest rate0.5 %
Expected term (in years)6.25
Expected dividend yield0.0 %

Share-based compensation is recognized as an expense on a straight-line basis over the requisite service period, which is generally the vesting period. The stock options issued under the Plans have 10-year terms and generally vest in 4four equal annual installments beginning one year after the date of the grant. The Company recognized compensation expense for stock options of approximately $2.4$0.5 million, $2.8$1.4 million and $2.6$2.4 million for the years ended December 31, 2021, 20202023, 2022 and 2019,2021, respectively, which is included in salaries and benefits in
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the consolidated statements of income and comprehensive income. As of December 31, 2021,2023, there were 1.90.6 million outstanding stock options awarded under the Plans and unrecognized compensation expense of approximately $2.9$0.1 million is expected to be recognized over a weighted-average period of 1.30.5 years.

A summary of the stock option activity during the year ended December 31, 20212023 is presented below:
Number of
Options
Weighted-Average
Exercise Price
 Weighted-Average
Remaining Contractual
Term (Years)
Weighted-Average
Grant Date
Fair Value
Outstanding at December 31, 20202,714,902 $10.97 8.19$4.03 
Number of
Options
Number of
Options
Weighted-Average
Exercise Price
 Weighted-Average
Remaining Contractual
Term (Years)
Weighted-Average
Grant Date
Fair Value
Outstanding at December 31, 2022
GrantedGranted— $— $— 
Exercised(1)
Exercised(1)
(691,090)$9.93 $3.54 
ForfeitedForfeited(125,125)$12.59 $5.85 
Outstanding at December 31, 20211,898,687 $11.24 7.11$4.17 
Expired
Outstanding at December 31, 2023
Exercisable at December 31, 2021(2)
1,061,086 $10.76 6.87$3.83 
Exercisable at December 31, 2023(2)
Exercisable at December 31, 2023(2)
Exercisable at December 31, 2023(2)

(1) The aggregate intrinsic value of stock options exercised during the yearyears ended December 31, 2023, 2022 and 2021 was $1.3 million, $7.4 million, and $4.7 million.million respectively.
(2) The aggregate fair value of all vested/exercisable options outstanding as of December 31, 20212023 was $4.1 million.$2.3 million, which was determined based on the market value of our stock as of that date.

Restricted Stock Units

The RSUs granted under the Plans2020 Plan to the Company’s employees or certain service providers generally vest in 4four equal annual installments beginning one year after the date of the grant, while RSUs issued to the Company’s independent directors vest on the one-yearone-year anniversary from the grant date. The Company recognized compensation expense for all RSUs of approximately $1.2$2.9 million, $0.4$1.8 million and $0.2$1.2 million for the years ended December 31, 2021, 20202023, 2022 and 2019,2021, respectively, which is included in salaries and benefits in the consolidated statements of income and comprehensive income. As of December 31, 2021,2023, unrecognized compensation expense of approximately $2.8$5.8 million is expected to be recognized over a weighted-average period of 1.91.8 years.
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A summary of the RSU grant activity during the year ended December 31, 20212023 is presented below:
Number of RSU awardsWeighted-Average
Grant Price
Outstanding (nonvested) at December 31, 202040,881 $13.38 
Granted290,783 $15.02 
Vested (and settled)(47,728)$14.11 
Forfeited(52,002)$14.73 
Outstanding (nonvested) at December 31, 2021231,934 $14.99 
Number of RSUsWeighted-Average
Grant Price
Outstanding (nonvested) at December 31, 2022316,902 $16.58 
Granted(1)
246,195 $23.42 
Vested (and settled)(130,137)$17.52 
Forfeited(56,010)$19.73 
Outstanding (nonvested) at December 31, 2023376,950 $20.25 
(1) The aggregate fair value of all RSUs granted during the year ended December 31, 2023 was approximately $5.8 million, which was determined based on the market value of our stock as of that date.

Share Awards

Under the 2020 Plan and effective October 1, 2020, theThe Lead Independent Director and Chairs of the Committees of the Board of Directors are granted, in aggregate, $64.0$80.5 thousand in awards of fully vested shares of the Company’s common stock, payable on a quarterly basis at the end of each quarter in payment of fees earned in such capacities. During the yearyears ended December 31, 2023, 2022 and 2021, 3,617 and 3,444 and 4,133 fully vested shares, respectively, were granted to the Lead Independent Director and Chairs of the Committees of the Board of Directors resulting in compensationDirectors. Compensation expense related to the fully vested share awards of $80.5 thousand, $72.3 thousand and $64.0 thousand recognizedfor the years ended December 31,
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2023, 2022 and 2021, respectively, was recorded and included in salaries and benefits in the consolidated statements of income and comprehensive income.

Restricted Stock Awards

The RSAs issued under the 2020 Plan to the Company’s employees generally vest in 4four equal annual installments beginning one year after the date of grant. The Company recognized compensation expense for RSAs granted of $258.6 thousand$1.2 million, $0.6 million and $0.3 million for the yearyears ended December 31, 2023, 2022 and 2021, respectively, which is included in salaries and benefits in the consolidated statements of income and comprehensive income. No compensation expense for RSAs was recognized for the years ended December 31, 2020 and 2019. As of December 31, 2021,2023, there was $1.0$2.8 million of unrecognized compensation expense related to RSAs, which is expected to be recognized over a weighted-average period of 2.11.8 years.

A summary of the RSA activity during the year ended December 31, 20212023 is presented below:
Number of RSAsWeighted-Average
Grant Price
Outstanding (nonvested) at December 31, 2020— $— 
Granted88,215 $14.17 
Vested (and settled)— $— 
Forfeited— $— 
Outstanding (nonvested) at December 31, 202188,215 $14.17 
Number of RSAsWeighted-Average
Grant Price
Outstanding (nonvested) at December 31, 2022159,562 $15.28 
Granted(1)
80,402 $25.68 
Vested (and settled)(47,984)$15.68 
Forfeited— $— 
Outstanding (nonvested) at December 31, 2023191,980 $19.53 
(1) The aggregate fair value of all RSAs granted during the year ended December 31, 2023 was approximately $2.1 million, which was determined based on the market value of our stock as of that date.

Performance Stock Units

PSUs granted under the 2020 Plan to the Company’s employees generally vest subject to attainment of performance criteria during the service period established by the Compensation Committee. Each PSU represents the right to receive one share of common stock, and the actual number of shares issuable upon vesting is determined based upon performance compared to financial performance targets. The PSUs vest based on the achievement of certain revenue and adjusted earnings per share targets for a period of twoup to three years combined with a service period of three years. Compensation cost is recognized over the requisite service period when it is probable that the performance condition will be satisfied. During the third quarter of 2022, the Company reassessed the probability of vesting for the PSU awards granted in 2021 and determined that it was probable that a higher performance target will be achieved. Therefore, the Company recognized a cumulative catch-up adjustment of approximately $1.1 million as additional compensation expense in the third quarter of 2022 related to the PSUs granted in 2021 (none in 2023). In March 2023, the Compensation Committee determined that the higher performance target was achieved for the PSUs granted in 2021 and approved the incremental grant of PSUs.

The Company recognized compensation expense for PSUs of $3.5 million, $3.2 million and $0.7 million for the yearyears ended December 31, 2023, 2022 and 2021, respectively, which is included in salaries and benefits in the consolidated statements of income and comprehensive income. There was no compensation expense for PSUs
F-21

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recognized for the years ended December 31, 2020 and 2019. As of December 31, 2021,2023, there was $1.7$3.3 million of unrecognized compensation expense related to PSUs, which is expected to be recognized over a weighted-average period of 2.01.7 years.

A summary of the PSU activity during the year ended December 31, 20212023 is presented below:

Number of PSUsWeighted-Average
Remaining Contractual
Term (Years)
Weighted-Average
Grant Price
Outstanding (nonvested) at December 31, 2020— — $— 
Granted171,500 $14.17 
Vested (and settled)— $— 
Forfeited— $— 
Outstanding (nonvested) at December 31, 2021171,500 9.17$14.17 
Number of PSUsWeighted-Average
Remaining Contractual
Term (Years)
Weighted-Average
Grant Price
Outstanding (nonvested) at December 31, 2022300,871 8.63$17.30 
Granted(1)
318,386 $19.49 
Vested(343,000)$14.17 
Forfeited(28,577)$23.62 
Outstanding (nonvested) at December 31, 2023247,680 8.73$23.72 
(1) The aggregate fair value of all PSUs granted during the year ended December 31, 2023 was approximately $6.2 million, which was determined based on the market value of our stock as of that date.

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NOTE 1315EQUITY
InOn August 18, 2021, the Company’s Board of Directors approved a stock repurchase program (the “Repurchase Program”) that authorizes the Company to purchase up to $40.0 million of outstanding shares of the Company’s common stock.stock and which authorization was increased on March 3, 2023 to an additional $100.0 million of its outstanding shares (the (the “Repurchase Program”). Under the Repurchase Program, the Company is authorized to repurchase shares from time to time in accordance with applicable laws, both on the open market and in privately negotiated transactions and may include the use of derivative contracts or structured share repurchase agreements. The timing and amount of repurchases depends on several factors, including market and business conditions, the trading price of the Company’s common stock and the nature of other investment opportunities. The Repurchase Program may be limited, suspended or discontinued at any time without prior notice. The Repurchase Program does not have an expiration date. UnderThe A&R Credit Agreement, as amended, permits the terms ofCompany to make restricted payments (including share repurchases, among others), (i) without limitation so long as the Consolidated Leverage Ratio (as defined in the A&R Credit Agreement, as amended), as of the then most recently completed four fiscal quarters of the Company, has restrictionsafter giving pro forma effect to such restricted payments, is 2.25 to 1.00 or less, (ii) that limit the maximum amount of repurchases to (i) $40.0 milliondo not exceed, in the aggregate (plusduring any fiscal year, the Available Amount asgreater of (x) $23.8 million and (y) 25.00% of Consolidated EBITDA (as defined in the A&R Credit Agreement) for the then most recently completed four fiscal quarters of the Company and (ii) $10.0 million annually for shares held by any(iii) to repurchase Company common stock from current or former officer, director, employee or consultant (or any spouses, ex-spouses or estatesemployees in an aggregate amount of the foregoing) of the Company or its subsidiaries.up to $10.0 million per calendar year.

The Company accounts for purchases of treasury stock under the cost method. Any direct costs incurred to acquire treasury stock are considered stock issue costs and added to the cost of the treasury stock. Separately from the Repurchase Program, on May 5, 2023 and December 12, 2023, the Company entered into separate agreements with SPC Intermex, LP, a related party, for the purchase of 500,000 shares and 670,403 shares, respectively, of the Company’s common stock for a total purchase price of $12.6 million and $13.3 million, respectively, in privately-negotiated transactions, and on December 4, 2023, the Company entered into an agreement with Latin-American Investment Holdings Inc., a related party, for the purchase of 100,000 shares of the Company’s common stock for a total purchase price of $2.1 million, in a privately-negotiated transaction. During the yearyears ended December 31, 2021,2023 and 2022, including the shares previously mentioned, the Company purchased 341,5223,027,768 shares and 2,480,744 shares, respectively, for an aggregate purchase price totaling $5.6 million.of $66.3 million and $53.7 million, respectively. As of December 31, 2021, the remaining amount2023, there was $70.7 million available for future share repurchases under the Repurchase Program was $34.4 million.Program.


NOTE 1416 – EARNINGS PER SHARE
Basic earnings per share is calculated by dividing net income for the year by the weighted average number of common shares outstanding for the period. In computing dilutive earnings per share, basic earnings per share is adjusted for the assumed issuance of all applicable potentially dilutive share-based awards, including common stock options, RSUs, RSAs and PSUs. Shares of treasury stock are not considered outstanding and therefore are excluded from the weighted-average number of common shares outstanding calculation.


F-22

Index
Below are basic and diluted earnings per share for the periods indicated (in thousands, except for share data):

Year Ended December 31,
202120202019
Year Ended December 31,Year Ended December 31,
2023202320222021
Net income for basic and diluted income per common shareNet income for basic and diluted income per common share$46,843 $33,784 $19,609 
Shares:Shares:
Weighted-average common shares outstanding – basicWeighted-average common shares outstanding – basic38,474,040 38,060,290 37,428,345 
Weighted-average common shares outstanding – basic
Weighted-average common shares outstanding – basic
Effect of dilutive securitiesEffect of dilutive securities
RSUs
RSUs
RSUsRSUs48,077 10,566 12,416 
Stock optionsStock options532,972 287,315 140,640 
RSAsRSAs14,667 — — 
PSUsPSUs33,694 — — 
Warrants— — 12,757 
Weighted-average common shares outstanding – dilutedWeighted-average common shares outstanding – diluted39,103,450 38,358,171 37,594,158 
Earnings per common share - basicEarnings per common share - basic$1.22 $0.89 $0.52 
Earnings per common share - basic
Earnings per common share - basic
Earnings per common share - dilutedEarnings per common share - diluted$1.20 $0.88 $0.52 

As of December 31, 2023, there were 144.2 thousand RSUs, 58.4 thousand RSAs, and 136.9 thousand PSUs excluded from the diluted earnings per share calculation because, under the treasury stock method, the inclusion of these would be anti-dilutive.

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As of December 31, 2022, there were 6.5 thousand stock options and 10.4 thousand RSUs excluded from the diluted earnings per share calculation because, under the treasury stock method, the inclusion of these would be anti-dilutive.

As of December 31, 2021, there were 0.4 million stock options and 35.2 thousand RSUs excluded from the diluted earnings per share calculation because, under the treasury stock method, the inclusion of these would be anti-dilutive.

As of December 31, 2020, there were 0.7 million options and 10.9 thousand RSUs excluded from the diluted earnings per share calculation because, under the treasury stock method, the inclusion of these would be anti-dilutive.

As of December 31, 2019, there were 0.5 million options and 19.0 thousand RSUs excluded from the diluted earnings per share calculation because, under the treasury stock method, the inclusion of these would be anti-dilutive. The Warrants were included in the calculation of the diluted earnings per share for the periods for which they were outstanding; the shares issued in exchange for the Warrants tendered in the Warrants Offer were included in the basic earnings per share beginning on the date the shares were issued. All Warrants ceased to exist after they were tendered in a tender offer during 2019.

As discussed in Note 13,15, during the third quarter of 2021, the Company’s Board of Directors authorized the Repurchase Program, under which the Company repurchased 341,522 shares of treasury stock for $5.6 million in the yearyears ended December 31, 2021.2023 and 2022, the Company purchased 3,027,768 shares and 2,480,744 shares, respectively, for an aggregate purchase price of $66.3 million and $53.7 million, respectively. The effect of these repurchases on the Company’s weighted average shares outstanding for the yearyears ended December 31, 20212023 and 2022 was a reduction of 43,0981,154,050 and 876,893 shares, respectively, due to the timing of the repurchases.

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NOTE 1517INCOME TAXES
The provision (benefit) for income taxes consists of the following (in thousands):
Year Ended December 31,
202120202019
Year Ended December 31,Year Ended December 31,
2023202320222021
Current tax provision:Current tax provision:
Foreign$212 $224 $201 
Federal
Federal
FederalFederal11,702 8,080 4,668 
StateState3,824 2,780 1,591 
Foreign
Total CurrentTotal Current15,738 11,084 6,460 
Deferred tax provision:
Deferred tax (benefit) provision:
Deferred tax (benefit) provision:
Deferred tax (benefit) provision:
Federal
Federal
FederalFederal667 1,089 1,290 
StateState67 344 573 
Foreign
Total deferredTotal deferred734 1,433 1,863 
Total tax provisionTotal tax provision$16,472 $12,517 $8,323 

A reconciliation between the income tax provision at the U.S. statutory tax rate and the Company’s income tax provision on the consolidated statements of income and comprehensive income is below (in thousands):
Year Ended December 31,
202120202019
Income before income taxes$63,315 $46,301 $27,932 
U.S. statutory tax rate21 %21 %21 %
Income tax expense at statutory rate13,296 9,723 5,866 
State tax expense, net of federal3,073 2,530 1,639 
Foreign tax rates different from U.S. statutory rate273 264 260 
Non-deductible expenses337 57 374 
Change in tax rate— (9)71 
Other(507)(48)113 
Total tax provision$16,472 $12,517 $8,323 

Year Ended December 31,
202320222021
Income before income taxes$85,064 $77,279 $63,315 
U.S. statutory tax rate21 %21 %21 %
Income tax expense at statutory rate17,863 16,229 13,296 
State tax expense, net of federal benefit6,513 4,488 3,073 
Foreign tax rates different from U.S. statutory rate199 233 273 
Non-deductible expenses1,819 1,017 337 
Stock Compensation(1,126)(1,989)(499)
Valuation allowances281 — — 
Other— (30)(8)
Total tax provision$25,549 $19,948 $16,472 

As presented in the income tax reconciliation above, the tax provision recognized on the consolidated statements of income and comprehensive income was impacted by state taxes, non-deductible officer compensation, and share-based compensation tax benefits, valuation allowances, and foreign tax rates applicable to the Company’s foreign subsidiaries that are higher or lower than the U.S. statutory rate. The Company is also subject to tax in various U.S. state and foreign jurisdictions. Changes in the annual allocation and apportionment of the Company’s activity amongst these state jurisdictions results in changes to the blended state rate utilized to measure the Company’s deferred tax assets and liabilities.

F-24F-29

Index
Deferred tax assets and liabilities are recognized for the expected tax consequences of temporary differences between the book and tax bases of the Company’s assets and liabilities. The following table outlines the principal components of the deferred tax assets and liabilities (in thousands):

December 31,
20212020
December 31,December 31,
202320232022
Deferred tax assets:Deferred tax assets:
U.S. federal and state net operating losses
U.S. federal and state net operating losses
U.S. federal and state net operating lossesU.S. federal and state net operating losses$4,181 $5,529 
Foreign net operating lossesForeign net operating losses248 165 
Allowance for credit lossesAllowance for credit losses537 483 
Share-based compensationShare-based compensation1,854 1,468 
Accrued compensationAccrued compensation762 487 
Deferred revenueDeferred revenue895 725 
Lease liabilities
OtherOther827 — 
Total deferred tax assetsTotal deferred tax assets9,304 8,857 
Deferred tax liabilitiesDeferred tax liabilities
Deferred tax liabilities
Deferred tax liabilities
DepreciationDepreciation(3,176)(2,460)
Depreciation
Depreciation
Right-of-use assets
Intangible amortizationIntangible amortization(6,914)(6,924)
Debt origination costsDebt origination costs(392)— 
Total deferred tax liabilitiesTotal deferred tax liabilities(10,482)(9,384)
Valuation allowanceValuation allowance(248)(165)
Valuation allowance
Valuation allowance
Net deferred tax liabilityNet deferred tax liability$(1,426)$(692)
Net deferred tax liability
Net deferred tax liability

At December 31, 2021,2023, the Company had pre-tax federal, state and foreign net operating loss carryforwards of approximately $17.4$13.8 million, $13.7$8.5 million and $0.9$32.4 million, respectively, which are available to reduce future taxable income. With fewcertain exceptions, these net operating loss carryforwards will expire from 2030 through 2037 for federal losses, from 2029 through 20372042 for state losses, and from 2039 through 20412043 for foreign losses. In addition, $28.5 million of the foreign net operating loss carryforwards in our European jurisdictions carryforward indefinitely. Utilization of the Company’s net operating loss carryforwards is now subject to an annual limitation under Internal Revenue Code Section 382. The Company has recorded a deferred tax asset for only the portion of its net operating loss carryforward that it expects to realize before expiration.

With few exceptions, the Company is no longer subject to U.S. federal, state or local income tax examinations by tax authorities for the years prior to 2018.2020. However, the Company has certain net operating loss carryforwards from tax years 2010 through 2017 that are subject to examination. As of December 31, 20212023 and 2020,2022, the Company did not have any amounts accrued for interest and penalties or recorded for uncertain tax positions.

In January 2020, Intermex Holdings II, Inc., the Company’s previous parent company, was notified by the IRS that its 2017 federal income tax return was selected for examination. In August 2020, the examination was closed with no changes to the reported tax. As of December 31, 2021 and 2020, no amounts for tax, interest, or penalties have been paid or accrued as a result of this examination.

In accordance with criteria under FASB guidance, Income Taxes,, a valuation allowance is recorded to reduce the carrying amounts of deferred tax assets unless it is more likely than not that such assets will be realized. After consideration of all evidence, both positive and negative, management has determined that no valuation allowance is required at December 31, 20212023 or 20202022 on the Company’s U.S. deferred tax assets. However, a valuation allowance of $0.2$5.8 million and $0.4 million as of both December 31, 20212023 and 20202022, respectively, has been recorded on deferred tax assets associated with Canadianforeign net operating loss carryforwards. The increase in the valuation allowance of $5.4 million during the year ended December 31, 2023 is primarily related to $30.5 million of foreign net operating loss carryforwards acquired in connection with the LAN Holdings Acquisition (see Note 3). These foreign net operating loss carryforwards are primarily associated with LAN Holdings’ European subsidiaries, which have a history of incurring taxable losses in recent years. Due to this history of recurring losses, the Company has determined that a valuation allowance should be recorded against the deferred tax assets associated with the foreign net operating loss carryforwards until sufficient positive evidence exists to support their future realization.

On March 27, 2020, the United States enacted the Coronavirus Aid, Relief, and Economic Security (“CARES”) Act. The CARES Act is an emergency economic stimulus package that includes spending and tax breaks to strengthen the United States economy and fund a nationwide effort to curtail the effects of COVID-19. The CARES Act provides various tax law changes in response to the COVID-19 pandemic, including increasing the ability to deduct interest expense, providing for deferral on tax deposits, and amending certain provisions of the previously enacted Tax Cuts and Jobs Act. After considering the provisions of the CARES Act, the Company determined that the CARES Act did not have a material effect on its annual effective tax rate and the income tax provision for the years ended December 31, 2021 and 2020.
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NOTE 1618COMMITMENTS AND CONTINGENCIES
Leases
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TheIn the ordinary course of business, the Company is a party toenters into leases for office space, warehouses and certain Company-operated store locations. Rent expense under all operating leases, included in other selling, general and administrative expenses in the consolidated statements of income and comprehensive income, amountedRefer to approximately $2.4 million, $2.2 million and $2.1 million for the years ended December 31, 2021, 2020 and 2019, respectively.

At December 31, 2021, future minimum rental payments required under operating leases for the next five years and thereafter are as follows (in thousands):

2022$1,625 
20231,237 
20241,031 
2025861 
2026109 
Thereafter
$4,870 
Note 8 – Leases.

Contingencies and Legal Proceedings
The 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 the information available at this time and the stage of the proceedings, that it is not possible to determine the probability of loss or estimate of damages, and therefore, the Company has not established a reserve for any of these proceedings, except for the matter related to a complaint filed under the Telephone Consumer Protection Act of 1991 (the “TCPA claim”) described below.

On May 30, 2019, Stuart Sawyer filed a putative class action complaint in the United States District Court for the Southern District of Florida asserting a claim under the TCPA, 47 U.S.C. § 227, et seq., based on allegations that since May 30, 2015, the Company had sent text messages to class members’ wireless telephones without their consent. The litigation was settled under a definitive Settlement Agreement on March 16, 2020, subsequently approved by the Court. The Settlement Agreement provides for resolution of Mr. Sawyer’s TCPA claims and the claims of a class of similarly situated individuals, as defined in the complaint, who received text messages from the Company during the period May 30, 2015 through October 7, 2019, and for the creation of a $3.25 million settlement fund that will be used to pay all class member claims, class counsel’s fees and the costs of administering the settlement.

The settlement fund will be managed by a duly-appointed settlement administrator which will be authorized to, among other things, make payments from the fund in accordance with the terms of the Settlement Agreement and the final judgment in the case. No amount of the settlement fund will revert to the Company; instead, any unclaimed funds will be sent to a consumer advocacy organization approved by the Court.

The settlement fund and related legal expenses were paid in full in October 2020, and therefore, no remaining balance is included in accrued and other liabilities in the consolidated balance sheet as of December 31, 2021 or 2020. The settlement amount and related legal fees amounted to $3.8 million out of which approximately $0.1 million and $3.7 million were incurred during the years ended December 31, 2020 and 2019, respectively, and are included in other selling, general and administrative expenses in the consolidated statements of income and comprehensive income. There were 0 expenses related to the settlement amount or legal expenses during the year ended December 31, 2021.proceedings.

The Company operates in all 50 U.S. states 2in the United States, two U.S. territories and 3seven other countries. Money transmitters and their 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 the Company’s management, based on information available at this time, that the expected outcome of regulatory examinations will not have a material adverse effect on either the results of operations or financial condition of the Company.

Regulatory Requirements

Pursuant to applicable licensing laws, certain domestic and foreign subsidiaries of the Company are required to maintain minimum tangible net worth and liquid assets (eligible securities) to cover the amount outstanding of wire transfers and money orders payable. As of December 31, 20212023 and 2020,2022, the Company’s subsidiaries were in compliance with these two requirements.
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NOTE 1719DEFINED CONTRIBUTION PLANPLANS
The Company has atwo defined contribution planplans available to most of its employees, where the Company makes contributions to the planplans based on employee contributions. Total employer contribution expense included in salaries and benefits in the consolidated statements of income and comprehensive income was approximately $0.4 million, $0.2 million $0.1 million and $0.1$0.2 million for the years ended December 31, 2021, 20202023, 2022 and 2019,2021, respectively.
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ITEM 9.    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.

ITEM 9A.    CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) that are designed to ensure that information required to be disclosed in our reports filed pursuant to the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules, regulations and related forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and President, and Chief Financial Officer, as appropriate, to allow timely decisions 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 control system 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, assurance that the objectives of our disclosure control system are met.

As required by Rules 13a-15(b) and 15d-15(b) under the Exchange Act, our Chief Executive Officer and President, and Chief Financial Officer, carried out an evaluation of the effectiveness of our disclosure controls and procedures as of December 31, 2021.2023. Based on their evaluation, the Company’s principal executive officer and principal financial officer concluded that the Company’s disclosure controls and procedures were effective and operating to provide reasonable assurance that material information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, including ensuring that such material information is accumulated and communicated to our management, including our Chief Executive Officer and President, and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure as of December 31, 2021.2023.

Management’s Report on Internal Control over Financial Reporting
Our managementManagement is responsible for establishing and maintaining adequate internal control over financial reporting as such term is defined in Rule 13a 15(f) under the Securities Exchange Act of 1934 Rule 13a-15(f). Our1934. The Company’s internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that (1) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the issuer; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the issuer are being made only in accordance with authorizations of management and directors of the issuer; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the issuer's assets that could have a material effect on the financial statements. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.

Management assessed the participationeffectiveness of our Chief Executive Officer and President, and our Chief Financial Officer, conducted anthe Company’s internal control over financial reporting as of December 31, 2023. In making this assessment, it used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework (2013).

The internal control over financial reporting of LAN Holdings was excluded from the evaluation of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2023 as the entity was acquired in 2023. LAN Holdings’ total assets constituted approximately 3% of the Company’s total assets as of December 31, 2023 and represented approximately 2% and less than 1% of the Company’s revenue and net income, respectively, for the year then ended.

Based on the results of its evaluation, the Company’s management has concluded that as of December 31, 2023, the Company’s internal control over financial reporting was effective.

BDO USA, P.C., the independent registered public accounting firm which audits our financial statements, has audited our internal control over financial reporting based on the 2013 Internal Control – Integrated Framework (the “COSO Framework”). Based on this evaluation under the COSO Framework, our management concluded that our internal control over financial reporting was effective as of December 31, 2021.
2023 and has expressed an unqualified opinion thereon as stated in their report that is included on Item 9. “Report of Independent Registered Public Accounting Firm,” on page
76
This of this Annual Report on Form 10-K does not include an attestation report of the Company’s registered independent public accounting firm on management’s assessment regarding internal control over financial reporting due to the exemption from such requirements established by rules of the SEC for emerging growth companies.10-K.

Changes in Internal Control Over Financial Reporting
Notwithstanding operational changes in response to the COVID-19 pandemic, during the most recently completed fiscal quarter, there
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There have been no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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Report of Independent Registered Public Accounting Firm
Shareholders and Board of Directors
International Money Express, Inc.
Miami, Florida

Opinion on Internal Control Over Financial Reporting

We have audited International Money Express, Inc.’s (the “Company’s”) internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (the “COSO criteria”). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated balance sheets of the Company as of December 31, 2023 and 2022, the related consolidated statements of income and comprehensive income, changes in stockholders’ equity, and cash flows for each of the three years in the period ended December 31, 2023, and the related notes and our report dated February 28, 2024 expressed an unqualified opinion thereon.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying “Item 9A, Management’s Report on Internal Control over Financial Reporting”. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit of internal control over financial reporting in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

As indicated in the accompanying “Item 9A, Management’s Report on Internal Control over Financial Reporting”, management’s assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of LAN Holdings, Corp. (“LAN Holdings”), which was acquired in 2023, and which is included in the consolidated balance sheet of the Company as of December 31, 2023, and the related consolidated statements of income and comprehensive income, changes in stockholders’ equity, and cash flows for the year then ended. LAN Holdings constituted approximately 3% of total assets as of December 31, 2023, and approximately 2% and less than 1% of revenues and net income, respectively, for the year then ended. Management did not assess the effectiveness of internal control over financial reporting of LAN Holdings because it was acquired in 2023. Our audit of internal control over financial reporting of the Company also did not include an evaluation of the internal control over financial reporting of LAN Holdings.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.


/s/ BDO USA, P.C.

Miami, Florida
February 28, 2024


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ITEM 9B.    OTHER INFORMATION
None.During the quarter ended December 31, 2023, no officer or director of the Company adopted or terminated any contract, instruction, or written plan for the purchase or sale of securities of the Company’s common stock that is intended to satisfy the affirmative defense conditions of Securities Exchange Act Rule 10b5-1(c) or any non-Rule 10b5-1 trading arrangement as defined in 17 CFR § 229.408(c).

ITEM 9C.    DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not applicable.

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PART III
ITEM 10.    DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Board
Certain information required under this Item will be contained in the Company’s Proxy Statement for the 2024 Annual Meeting of DirectorsStockholders to be filed with the SEC within 120 days after the year ended December 31, 2023 (the “Proxy Statement”), which information is incorporated by reference herein.

Our board of directors (“Board of Directors” or “Board”) is presently fixed at eight directors in accordance withCertain other information relating to the bylaws of International Money Express, Inc. (the “Company”). The Board of Directors is divided into three classes designated as Class I, Class II and Class III. One class of directors is elected at each annual meeting of our stockholders for a 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 or removal. The termExecutive Officers of the Board’s ClassCompany appears in Part I directors expires atof this Annual Report on Form 10-K under the 2022 annual meeting of stockholders, the term of the Class II directors expires at the 2023 annual meeting of stockholders, and the term of the Board’s Class III directors expires at the 2024 annual meeting of stockholders. Effective January 6, 2022, Kurt Holstein and Christopher Lofgren, each of whom has served as a Board member since 2018 and 2019, respectively, retired from the Board, and acting on the recommendation of the Nominating and Corporate Governance Committee, the Board appointed Ms. Debra Bradford and Mr. Bernardo Fernández to fill the vacancies on the Board effective January 7, 2022.heading “Information about our Executive Officers”.

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 the Company, business experience during the past five years or more, and additional biographical data as of March 1, 2022.
NameAgePositionDirector SinceDirector Class
Robert Lisy64Chief Executive Officer, President and Chairman of the Board of Directors2018III
Debra Bradford63Director2022II
Bernardo Fernández60Director2022I
Adam Godfrey59Director2018III
Laura Maydón48Director2020I
Michael Purcell64Lead Independent Director2018III
John Rincon56Director2018II
Justin Wender52Director2018I
Robert Lisy has served as a director of International Money Express, Inc. since 2018. Mr. Lisy served as a director of International Money Express Sub 2, LLC’s predecessor entities 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 more than 30 years of experience in the retail financial services and electronic payment processing industry in various positions, including three years as the Chief Marketing and Sales Officer of Vigo Remittance Corp., a money transfer and bill payments service in the United States and internationally, and over seven years at Western Union in various sales, marketing and operational 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 efforts to successfully sell Direct Express in 2000 to American Payment Systems. Mr. Lisy holds a bachelor’s degree in Finance from Cleveland State University. We believe that Mr. Lisy’s experience as the Chairman and Chief Executive Officer of Intermex coupled with his extensive operational experience in the retail financial services and remittance industries make him well qualified to serve as a director.

Debra Bradford was appointed to the Board of Directors of International Money Express, Inc. effective January 7, 2022. Ms. Bradford is President and Chief Financial Officer of First American Payment Systems, a global solutions provider in merchant account services. She joined First American Payment Systems in 2001 and has served as President and Chief Financial Officer since 2008. Prior to joining First American Payment Systems, Ms. Bradford served as Senior Vice President and Chief Financial Officer of ACE Cash Express, Inc., a financial services retailer, and in various roles, including Chief Operating Officer, with IPS Card Solutions (formerly NTS, Inc.), a division of First Data Corporation. Ms. Bradford also serves on the Board of Directors and Audit Committee of Triumph Bancorp, Inc. (NASDAQ: TBK), which offers a diversified line of banking, payments and factoring services. Ms. Bradford holds a Bachelor’s of Science in Accounting degree from the University of Texas in Austin. She is a Certified Public Accountant and a member of the Texas Society of Certified Public Accountants. We believe that Ms. Bradford’s extensive professional experience in the financial services industry makes her well qualified to serve as a director.

Bernardo Fernández was appointed to the Board of Directors of International Money Express, Inc. effective January 7, 2022. Dr. Fernández is the Chief Executive Officer of Baptist Health Medical Group, a network of more than 250 physicians in multiple specialties spanning across several counties in south Florida, a position he has held since 2014. Before joining Baptist Health Medical Group, Dr. Fernández served as CEO and President of Cleveland Clinic Florida from 2006 to 2014, an academic health system. Dr. Fernández is also on the Board of Directors and the Audit & Risk Committee of U.S. Century Bank (NASDAQ: USCB), which offers a wide range of financial products and services. In addition, he serves on the board of trustees for St. Thomas University and the board of advisors of the Health Network Foundation, and is a member of the Orange Bowl Committee and the East Ridge Corporate Advisory Board. Dr. Fernández holds a Master’s in Business Administration degree from the University of Miami, and is also a graduate of the Wharton School
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of Business Executive Development Program. He received his medical degree from the Ponce School of Medicine in Ponce, Puerto Rico. Dr. Fernández is the holder of the John and Margaret Krupa Distinguished Chair, is Board-certified by the American Board of Vascular Medicine and is a Fellow of the Society of Vascular Medicine and the American College of Physician. We believe that Dr. Fernández’s extensive professional experience as an executive of various entities as well as his experience as a board member of a financial institution 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 the Company’s predecessor entity 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-based private equity firm focused on industrial, consumer and business services investments. Mr. Godfrey is an investment professional and has sourced and managed 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 Lindsay Goldberg. Currently, he serves on the board of directors of First American Payment Systems Holdings, Inc., SPC Velir, LP, Vereco Holdings, LLC, American Orthodontics Corporation, and publicly traded Schneider National, Inc. (NYSE: SNDR), on which he currently also serves as Chairman of the board of directors and a member of the corporate governance committee. Mr. Godfrey holds a bachelor’s degree from Brown University and a master’s degree in business administration from the Tuck School of Business at Dartmouth. We believe that Mr. Godfrey’s extensive investment management and transactional experience coupled with his experience serving as the chairman of a publicly traded company and on the boards of directors of other companies make him well qualified to serve as a director.

Laura Maydón has served as a director of International Money Express, Inc. since 2020. Ms. Maydón was the founding Managing Director and CEO for Endeavor Miami, an entrepreneurial accelerator for scale-ups, which she co-founded and led from September 2013 to June 2019, when she stepped away from day-to-day activities to serve for a year as a board member. She currently serves as mentor of the organization. From 2003 to 2013, Ms. Maydón held a variety of positions of increasing responsibility at Visa (NYSE: V), ultimately serving from 2010 through 2013 as Senior Business Leader, Commercial Solutions, LATAM & Caribbean after having been Business Development Leader, LATAM & Caribbean from 2004 to 2010. She currently serves on the Board of Advisors for Sustalytics and NovoPayment. She holds a Master of Business Administration from Harvard Business School and a B.S in Economics from Instituto Tecnológico Autónomo de México. We believe that Ms. Maydón’s years of experience at Visa and Endeavor Miami and knowledge of digital financial and payment services, make her well-qualified to serve as a director.

Michael Purcell has served as a director of International Money Express, Inc. since 2018 and was appointed lead independent director for the Company on September 24, 2020. Mr. Purcell is a certified public accountant and became an independent business consultant following retirement in 2015. Mr. Purcell spent more than 36 years with Deloitte, where he was an audit partner and the Philadelphia office leader of Deloitte’s middle-market and growth enterprise services. Mr. Purcell has served on the boards of directors of numerous companies and organizations, and currently serves as a director and member of the audit committee of publicly traded Tabula Rasa Healthcare, Inc. (NASDAQ: TRHC), CFG Bank, Hyperion Bank and several other for-profit and non-profit entities. He is a member of the American Institute of Certified Public Accountants and a former President of the Philadelphia Chapter of the Pennsylvania Institute of Certified Public Accountants. Mr. Purcell holds a bachelor’s degree from Lehigh University and a master’s degree in business administration from Drexel University. We believe that Mr. Purcell’s extensive public accounting 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 the Company’s predecessor entity from 1994 to 2017. Mr. Rincon founded Intermex Wire Transfer, LLC in 1994 and served as its Chairman and President until 2006. Mr. Rincon has more than 20 years of experience in the money remittance and telecommunications industries, having held various management and supervisory positions prior to founding the Company. 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 the Company’s founder coupled with his extensive operational and transactional experience in the money remittance industry make him well 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, an affiliate of Stella Point Capital, from 2017 to 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 firm focused on industrial, consumer and business services investments. Mr. Wender is an investment professional and has sourced and managed numerous investments 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 of directors of 11 portfolio companies during his time with Castle Harlan. Currently, he serves on the board of directors of First American Payment Systems Holdings, Inc. SPC Velir, LP, 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 of Pennsylvania. We believe that Mr. Wender’s extensive investment management and transactional experience coupled with his experience serving on boards of directors make him well qualified as a director.

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Executive Officers

Set forth below is certain information regarding the Company’s current executive officers:
NameAgePosition
Robert Lisy64Chief Executive Officer, President and Chairman of the Board of Directors
Andras Bende47Chief Financial Officer
Randy Nilsen59Chief Revenue Officer
Joseph Aguilar60Chief Operating Officer
Ernesto Luciano48General Counsel and Chief Regulatory Affairs Officer

Robert Lisy. Biographical information for Mr. Lisy is included above with the director biographies under the caption “Board of Directors.”
Andras Bende joined International Money Express, Inc. as Chief Financial Officer in December 2020. Prior to joining the Company, Mr. Bende served as the Chief Financial Officer of Computer Services, Inc., a financial technology company, from 2018 to 2019, where he helped guide the company during a period of significant growth and share price appreciation. Prior to his time at Computer Services, Inc., Mr. Bende held several international Chief Financial Officer and Controller roles at GE Capital from 2005 to 2017. Mr. Bende is a graduate of GE’s Financial Management Program and the GE Corporate Audit Staff and holds a bachelor’s degree in financial management from Clemson University.
Randy Nilsen has served as the Chief Revenue Officer of International Money Express, Inc. since 2018. Mr. Nilsen was Intermex’s Chief Revenue Officer from 2015 to 2018. Prior to joining the Company, Mr. Nilsen served as Chief Revenue Officer at Sigue Money Transfer Services (“Sigue”), a global remittance provider from 2011 to 2015 where he was responsible for revenue generation through acquisition and retention of both agents and consumers within North America. Prior to his employment with Sigue, Mr. Nilsen was the Chief Franchise Sales and Operations Officer at Jackson Hewitt from 2008 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 Management program at the University of California Los Angeles’s Anderson School of Management and holds a bachelor’s degree in Business Finance from Brigham Young University.
Joseph Aguilar joined International Money Express, Inc. in September 2019 as Chief Operating Officer. Prior to joining Intermex, Mr. Aguilar was a senior executive at Sigue Corporation; starting in 2005 as the Chief Auditor, where he established the Internal Audit function for its U.S. and Mexico Operations. Following several successful audit cycles, he was promoted to Chief Operating Officer, responsible for all operations and technology functions of the global organization. In 2014, Mr. Aguilar was promoted to President of SGS, Ltd. UK, the International Division of Sigue Corporation, with responsibility for all aspects of the business in the EU, Eastern Europe, Africa, Asia and South Asia. Prior to his roles at Sigue Corporation, Mr. Aguilar held senior roles at BBVA Bancomer, California Commerce Bank and Dai-Ichi Kangyo Bank of California. Mr. Aguilar holds a bachelor’s degree in English from University of California at Santa Barbara.
Ernesto Luciano joined International Money Express, Inc. in December 2020. Mr. Luciano serves as General Counsel and Chief Regulatory Affairs Officer. Prior to joining the Company, Mr. Luciano was the vice president & associate general counsel of Kaplan Higher Education, LLC (“Kaplan”) from 2016 to 2020. Prior to his role at Kaplan, Mr. Luciano was general counsel for Verizon Media’s U.S. Hispanic and Latin American division and also held senior legal positions with Home Box Office, Inc. (HBO), Gilat Satellite Networks Ltd., and Turner Broadcasting Systems (TBS), among others. Mr. Luciano holds a bachelor’s degree from the State University of New York at Albany and a Juris Doctor (J.D.) from the New England School of Law in Boston, Massachusetts.

Relationships and Arrangements
There is no family relationship between any of Company’s directors or executive officers and, to the best of our knowledge, none of our directors or executive officers has, during the past ten years, been involved in any legal proceedings which are required to be disclosed pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). There are no arrangements between any director or executive officer of the Company and any other person pursuant to which he/she was, or will be, selected as a director or executive officer, respectively, except for certain Board designation rights provided to certain shareholders under the Shareholders Agreement as described below under the section captioned “Certain Related Person Transactions – Shareholders Agreement”.

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Delinquent Section 16(a) Reports
Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) requires our directors and executive officers, and persons who beneficially own more than 10% of a registered class 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 equity securities. Specific due dates for these reports have been established, and the Company is required to report any failure to comply therewith during the fiscal year ended December 31, 2020. To our knowledge, based solely on a review of the reports filed electronically with the SEC during the registrant’s most recent fiscal year and, where applicable, written representations that no other reports were required, all Section 16(a) filing requirements were complied with in a timely manner during the fiscal year ended December 31, 2021, except that: Jose Perez-Villarreal filed one late Form 4 with respect to one transaction and Robert Lisy filed one late Form 4 with respect to six transactions.

Code of Business Conduct and Ethics
We have adopted a code of business conduct and ethics for our directors, officers, employees and certain affiliates in accordance with applicable federal 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 of the 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 of amendments to or waivers from provisions of our Code of Business Conduct and Ethics that apply to our principal executive officer, principal financial officer and principal accounting officer (or persons performing similar functions) by posting the required information on the Company’s website at www.intermexonline.com. The information found on the website is not part of this Form 10-K.

Director Nominations
No material changes have been made to the procedures by which stockholders may recommend nominees to our Board of Directors.

Audit Committee
The Audit Committee of the Board of Directors (the “Audit Committee”) was established by the Board in accordance with Section 3(a)(58)(A) of the Exchange Act, to oversee the Company’s corporate accounting and financial reporting processes and audits of its financial statements. Our Audit Committee consists of Messrs. Purcell, Fernández and Rincon, with Mr. Purcell serving as the Chairman. The Board has determined that Messrs. Purcell, Fernández and Rincon meet the independent director standards for Audit Committee members under the Nasdaq Capital Market (“Nasdaq”) listing rules and under Rule 10A-3(b)(1) of the Exchange Act. As required by the Nasdaq listing rules, the Audit Committee will at all times be composed exclusively of independent directors who are able to read and understand fundamental financial statements, including a company’s balance sheet, income statement and cash flow statement. In addition, the Company is required to certify to Nasdaq that the Audit Committee has, and will 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. The Board has determined that Mr. Purcell satisfies Nasdaq’s definition of financial sophistication and also qualifies as an “audit committee financial expert,” as defined under rules and regulations of the SEC.


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ITEM 11.    EXECUTIVE COMPENSATION
Overview

As an emerging growth company, the Company 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 the Company’s “named executive officers”, as defined below.

The tabular disclosure and discussion that follow describeinformation required under this Item will be contained in the Company’s executive compensation program during the most recently completed fiscal year ended December 31, 2021, with respect to the Company’s named executive officers as of December 31, 2021, including: Robert Lisy, Chief Executive Officer and President; Andras Bende, Chief Financial Officer; Joseph Aguilar, Chief Operating Officer; and Randall D. Nilsen, Chief Revenue Officer (collectively, the Company’s “named executive officers”).

Summary Compensation Table

The following table sets forth the compensation paid to and earnedProxy Statement, which information is incorporated by the named executive officers (the “NEOs”) that is attributable to services performed during fiscal years 2021 and 2020.

Name and Principal PositionYear
Salary
($)
Bonus
($)(1)
Stock
Awards
($)(2)
Options
Awards
($)(2)
Nonequity
Incentive Plan
Compensation
($)(3)
All Other
Compensation
($)(4)
Total
($)
Robert Lisy
Chief Executive Officer and President
2021$1,000,000 $— $2,500,013 $— $1,500,000 $4,447 $5,004,460 
2020$752,885 $— $— $— $463,733 $88,579 $1,305,197 
Andras Bende (5)
Chief Financial Officer
2021$425,000 $55,000 $524,290 $— $233,750 $— $1,238,040 
2020$24,519 $14,200 $— $— $— $125,000 $163,719 
Joseph Aguilar
Chief Operating Officer
2021$375,000 $55,000 $550,023 $— $254,813 $1,632 $1,236,468 
2020$327,115 $29,000 $— $713,605 $121,895 $39,000 $1,230,615 
Randall D. Nilsen
Chief Revenue Officer
2021$375,000 $55,000 $550,023 $— $256,207 $13,349 $1,249,579 
2020$299,269 $26,200 $— $— $118,078 $15,232 $458,779 

(1)On February 28, 2022, the Compensation Committee approved the payment of discretionary bonuses to named executive officers due to their extraordinary performance and contributions to the success of the Company.

(2)The amounts included in the “Stock Awards” column and “Option Awards” column reflect the aggregate grant date fair value of equity awards granted to the NEOs as computed in accordance with FASB ASC Topic 718. For a discussion of the assumptions made in the valuation reflected in these columns for fiscal year 2021, see Note 12 to the Consolidated Financial Statements in this Annual Report on Form 10-K.

(3)The amounts included in the “Nonequity Incentive Plan Compensation” column reflect the quarterly and annual performance bonuses paid and earned under the Company’s Employee Incentive Bonus Plan for fiscal years 2021 and 2020. The “Annual Cash Incentive Awards” section below describes how the Employee Incentive Bonus Plan awards were determined.

(4)For Mr. Lisy, the amounts set forth above include (x) a housing allowance in the amount of $84.5 thousand for an apartment in the Miami, Florida area, for fiscal year 2020 (none for 2021) and (y) matching contributions under our 401(k) retirement savings plan, in the amount of $4.5 thousand and $4.1 thousand for fiscal years 2021 and 2020, respectively. For Mr. Bende, the amounts set forth above include a moving allowance of $125.0 thousand in 2020. For Mr. Aguilar, the amount set forth above includes (x) matching contributions under our 401(k) retirement savings plan, in the amount of $1.6 thousand for fiscal year 2021 (none for 2020) and (y) a housing allowance of $39.0 thousand for fiscal year 2020 (none for 2021). For Mr. Nilsen, the amounts set forth above include (x) reimbursements for car-related costs of $11.0 thousand and $13.0 thousand for fiscal years 2021 and 2020, respectively, and (y) matching contributions under our 401(k) retirement savings plan, in the amount of $2.3 thousand and $2.2 thousand for fiscal years 2021 and 2020, respectively.

(5)Mr. Bende joined the Company as the Chief Financial Officer in December 2020.reference herein.


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Annual Cash Incentive Awards

We maintain the Employee Incentive Bonus Plan (the “Bonus Plan”), an annual, cash-based, incentive plan, in which certain sales employees and all non-sales employees, including the named executive officers, participate. For 2021, payments under the Bonus Plan were determined based on completion of certain individual performance objectives, varying by employee category/position (the “Objective component”) and Company-wide Adjusted EBITDA targets (the “Adjusted EBITDA component”), as discussed below. Refer to the “Non-GAAP Financial Measures” section of Item 7 in this Annual Report on Form 10-K for our calculation methodology. Adjusted EBITDA for purposes of the Bonus Plan may differ from that reported in this Form 10-K due to further adjustments permitted under the terms of the Bonus Plan.

Each named executive officer’s target bonus amount was determined at the outset of the year and was expressed generally as a percentage of such officers base salary. The target bonus percentages for 2021 were 100% for Mr. Lisy, 40% for Mr. Bende, 50% for Mr. Aguilar and 50% for Mr. Nilsen. The CEO’s Bonus Plan was determined solely based on Adjusted EBITDA performance. The Bonus Plan for the other named executive officers was determined 75% based on Adjusted EBITDA performance and 25% based on the Objective component.

Under the terms of the Bonus Plan, the Objective component was measured and paid on a quarterly basis and may range from 0% to 150% of target. Half of the Adjusted EBITDA component is paid based on quarterly performance with the remaining half subject to full-year performance. The quarterly payout for Adjusted EBITDA is made on a binary basis, such that if the quarterly target is achieved, then the quarterly payout is made (12.5% of target), with no partial payouts. All quarterly Adjusted EBITDA targets were set at the beginning of the year.

For the full-year Adjusted EBITDA component, the Compensation Committee set threshold, target and maximum levels of performance at the outset of the year. Threshold performance was set at 90% of the targeted Adjusted EBITDA amount, achievement of which pays 0% of target. Target performance was set at 100% of the targeted Adjusted EBITDA amount, achievement of which pays 100% of target. Maximum performance was set at 115% of the targeted Adjusted EBITDA amount, the achievement of which pays 150% of target. There would be no payment under the Bonus Plan for performance below threshold and linear interpolation applies between threshold/target and target/maximum performance levels.

For 2021, the quarterly Adjusted EBITDA targets were achieved for all quarters. The full-year Adjusted EBITDA performance, after adjustment to remove the de minimis impact of discretionary bonuses, was above the maximum level of $87 million, resulting in a full-year Adjusted EBITDA earnout of 150% of target.

Mr. Bende’s individual objectives were based on the following factors: (i) completing debt refinancing, (ii) enhancing liquidity management, (iii) enhancing capital management, (iv) performing and leading merger & acquisition related activities, (v) enhancing board reporting process, and (vi) monitoring and optimizing internal control and internal audit activities. For each quarter in 2021, Mr. Bende’s level of achievement of his individual objectives was 100% of the applicable goal.

Mr. Aguilar’s individual objectives were based on the following factors: (i) enhancing operational functionality of the Company's check processing and digital products, (ii) improving functionality of the Company’s headquarters and, call centers in Mexico and Guatemala, (iii) performing and leading merger & acquisition related activities, and (iv) transitioning of the oversight of Information Technology Department. For each quarter in 2021, Mr. Aguilar’s level of achievement of his individual objectives ranged approximately from 73% to 102% of the applicable goal.

Mr. Nilsen’s individual objectives were tied to his role as Chief Revenue Officer and were specifically measured based on factors such as market penetration, agent activation, and increasing sales volume. For each quarter in 2021, Mr. Nilsen's level of achievement of his individual objectives ranged approximately from 94% to 102% of the applicable goal.

Based on the combined impact of Adjusted EBITDA and Objective component performance, the overall payout as a percent of target was 150% of target for the CEO (based on Adjusted EBITDA performance only) and ranged approximately from 135% to 138% for Messrs. Bende, Aguilar and Nilsen, based on quarterly and annual Adjusted EBITDA and quarterly Objective components performance.


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Employment Agreements

Each of Messrs. Lisy, Bende, Aguilar and Nilsen is a party to an employment agreement with the Company, summarized below.

Chief Executive Officer and President (Robert Lisy)

On December 19, 2017, Intermex Holdings, Inc. (“Holdings”) entered into an amended and restated employment agreement (the “CEO Employment Agreement”) with Mr. Lisy for the position of Chief Executive Officer and President, which was in effect through December 30, 2020. Effective January 1, 2021, Holdings entered into an amended and restated employment agreement with Mr. Lisy (the “2021 CEO Employment Agreement”), which expires on December 31, 2021 subject to automatic one-year extensions unless either the Company or Mr. Lisy provides at least 90 days’ written notice to the other of intent not to renew the term. The 2021 CEO Employment Agreement replaced prior employment agreements between Mr. Lisy and the Company, including the CEO Employment Agreement in effect during 2020. During 2020, Mr. Lisy’s base salary was $725,000 and effective January 1, 2021, Mr. Lisy’s base salary is $1,000,000. The 2021 CEO Employment Agreement also provides that Mr. Lisy is eligible to earn a performance based annual cash incentive. The amount of any annual cash incentive payable shall be determined by the Board of Directors in its discretion, and shall be conditioned on the achievement of certain performance goals, including the achievement by Holdings of budgeted Adjusted EBITDA (as defined in the CEO Employment Agreement) as approved by the Board in its reasonable discretion, and the achievement of individual performance goals as may be reasonably agreed to by the Board and Mr. Lisy. The Board may, with Mr. Lisy’s consent, prospectively amend or modify from time to time the established cash incentive criteria, including any related performance requirements and target levels. Effective as of January 1, 2020, Mr. Lisy’s annual cash incentive target was increased to up to $363,000 and effective January 1, 2021, Mr. Lisy’s annual cash incentive target was increased to 100% of his base salary, or $1,000,000. The 2021 CEO Employment Agreement, subject to approval by the Compensation Committee, provides for an award to Mr. Lisy of restricted stock units (“RSUs”) and performance stock units (“PSUs”), in each case granted under the terms of the Company’s 2020 Omnibus Equity Compensation Plan (the “2020 Plan”) and having a grant date value of $1,250,000, as computed in accordance with U.S. GAAP. On March 4, 2021, the Compensation Committee approved the awards, consisting of 88,215 shares of restricted stock (in lieu of RSUs) and 88,215 PSUs. The vesting terms and performance goals of the awards were determined by the Compensation Committee at the time of grant and are generally consistent with awards granted to the Company’s other employees, except that, as required by the New CEO Employment Agreement, if Mr. Lisy retires after age 66, all awards will continue to vest in accordance with their original vesting schedule, subject to attainment of any applicable performance goals.

The 2021 CEO Employment Agreement provides that Mr. Lisy continues to be eligible to participate in all benefit programs (excluding severance, bonus, incentive or profit-sharing plans) offered by Holdings on the same basis as generally made available to other employees of Holdings and vacation and reimbursement benefits customary for a chief executive officer. In addition, Mr. Lisy is also entitled to the following benefits: (a) car allowance; (b) reimbursement for legal and certain other advisory fees incurred in connection with the negotiation of the 2021 CEO Employment Agreement; and (c) if obtained by Holdings during the term of Mr. Lisy’s employment, the right to acquire and assume the premium payments under any life insurance policy held by Holdings upon termination of Mr. Lisy’s employment. The 2021 CEO Employment Agreement continues to subject Mr. Lisy to the following restrictive covenants: (i) non-solicitation of customers and employees of Holdings during employment and for two years thereafter; (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 2021 CEO Employment Agreement also provides for severance upon a termination of employment under certain circumstances, as described below under “—Potential Payments upon Termination or Change in Control.”

On November 15, 2021, Holdings entered into a new amended and restated employment agreement with Mr. Lisy (the “New CEO Employment Agreement”) effective as of January 1, 2022. The New CEO Employment Agreement contains all of the material terms described above except that (a) the New CEO Employment Agreements expires on December 31, 2023, subject to automatic extensions as described above, (b) Mr. Lisy’s annual cash incentive target was increased to 125% of his base salary, or $1,250,000, and (c) subject to approval by the Compensation Committee, provides for an award to Mr. Lisy of restricted stock and PSUs, in each case granted under the terms of the 2020 Plan and having a grant date value of $1,500,000, as computed in accordance with U.S. GAAP. On February 28, 2022, the Compensation Committee approved the award of 93,400 shares of restricted stock. The vesting terms of the restricted stock awards were determined by the Compensation Committee at the time of grant and are generally consistent with restricted stock unit awards granted to the Company’s other employees.

Chief Financial Officer (Andras Bende)

On December 7, 2020, the Company entered into an employment agreement (the “CFO Employment Agreement”) with Mr. Bende for the position of Chief Financial Officer for an indefinite term beginning on December 7, 2020. The CFO Employment Agreement provides for a base salary of $425,000 per year, subject to increase at the discretion of the Board of Directors. Effective January 1, 2022, Mr. Bende’s base salary was increased to $450,000 per year. The CFO Employment Agreement also provides that Mr. Bende is eligible to participate in the Company’s annual incentive compensation plan, with a target opportunity of 40% of his base salary (or $170,000) based upon the attainment of performance goals, as determined by the Board in its discretion. Mr. Bende 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 the Company as in effect from time to time on the same basis as generally made available to other employees of the
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Company. In addition, Mr. Bende is entitled to reimbursement and vacation benefits typical for a senior executive. The CFO Employment Agreement provides for awards to be granted to Mr. Bende, subject to the terms of the 2020 Plan, of 15,000 RSUs and 40,000 stock options in 2021. On March 4, 2021, the Compensation Committee approved the awards, consisting of 15,000 shares of restricted stock units and 22,000 PSUs (in lieu of options, with Mr. Bende’s consent). The vesting terms and performance goals of the awards were determined by the Compensation Committee at the time of grant and are generally consistent with awards granted to the Company’s other employees. The CFO Employment Agreement subjects Mr. Bende to the following restrictive covenants: (i) non-solicitation of customers and employees of the Company during employment and for three years thereafter; (ii) non-competition during employment and for nine months thereafter; (iii) non-disclosure of confidential information for an unspecified duration; and (iv) perpetual non-disparagement. The CFO Employment Agreement also provides for severance upon termination of employment under certain circumstances, as described below under “—Potential Payments upon Termination or Change in Control.”

Chief Operating Officer (Joseph Aguilar)

On September 23, 2019, the Company entered into an employment agreement (the “COO Employment Agreement”) with Mr. Aguilar for the position of Chief Operating Officer for an indefinite term beginning on September 23, 2019. The COO Employment Agreement provides for a base salary of $315,000 per year, subject to increase at the discretion of the Board of Directors, which base salary was increased to $375,000 effective January 1, 2021. Effective January 1, 2022, Mr. Aguilar’s base salary was increased to $420,000 per year. The COO Employment Agreement also provides that Mr. Aguilar is eligible to participate in the Company’s annual incentive compensation plan and shall have the opportunity to earn a performance based annual cash incentive of up to $100,000 (which bonus opportunity was increased to 50% of base salary, or $187,500, effective January 1, 2021), based upon the attainment of performance goals, as determined by the Board. Mr. Aguilar 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 the Company as in effect from time to time on the same basis as generally made available to other employees of the Company. In addition, Mr. Aguilar is entitled to reimbursement and vacation benefits typical for a senior executive. The COO Employment Agreement subjects Mr. Aguilar to the following restrictive covenants: (i) non-solicitation of customers and employees of the Company during employment and for three years thereafter; (ii) non-competition during employment and for nine months thereafter; (iii) non-disclosure of confidential information for an unspecified duration; and (iv) perpetual non-disparagement. The COO Employment Agreement also provides for severance upon termination of employment under certain circumstances, as described below under “—Potential Payments upon Termination or Change in Control.”

Chief Revenue Officer (Randy Nilsen)

On February 1, 2017, Holdings entered into an employment agreement (the “CRO Employment Agreement”) with Mr. Nilsen for the position of Chief Revenue Officer for an indefinite term beginning on February 1, 2017. The CRO Employment Agreement provides for a base salary, subject to increase at the discretion of the Board of Directors. Effective January 1, 2021, Mr. Nilsen’s base salary was $375,000 and effective January 1, 2022, Mr. Nilsen’s base salary was increased to $420,000 per year. The CRO Employment Agreement also provides that Mr. Nilsen is eligible to participate in Holdings’s annual incentive compensation plan and shall have the opportunity to earn a performance based annual cash incentive, which incentive opportunity was increased to 50% of base salary, or $187,500, as of January 1, 2021, based upon the attainment of performance goals, as determined by the Board. 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 Holdings as in effect from time to time on the same basis as generally made available to other employees of Holdings. In addition, Mr. Nilsen is entitled to reimbursement and vacation benefits customary for a senior executive. The CRO Employment Agreement subjects Mr. Nilsen to the following restrictive covenants: (i) non-solicitation of customers and employees of Holdings during employment and for three years thereafter; (ii) non-competition during employment and for nine months thereafter; (iii) non-disclosure of confidential information for an unspecified period; and (iv) perpetual non-disparagement. The CRO Employment Agreement also provides for severance upon a termination of employment under certain circumstances, as described below under “—Potential Payments upon Termination or Change in Control.”

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Outstanding Equity Awards at End of Fiscal Year 2021

Name
Option Awards(1)
Stock Awards(2)
Grant
Date
Grant
Type
Number of securities underlying unexercised options
(#) exercisable
Number of securities
underlying unexercised
options
(#) unexercisable
Equity incentive plan
awards: Number of securities
underlying unexercised
unearned options
(#)
Option
exercise
price
($)
Option
expiration
date
Number of shares or units of stock that have not vested
(#)
Market value of shares or units of stock that have not vested
($)
Equity incentive plan awards: number of unearned shares, units or other rights that have not vested
(#)
Equity incentive plan awards: market or payout value of unearned shares, units or other rights that have not vested
($)
Robert Lisy
Chief Executive Officer and President
7/26/2018Option Award497,911297,476$9.917/26/2028
3/4/2021RSA88,215$1,407,911
3/4/2021PSU88,215$1,407,911
Andras Bende
Chief Financial Officer (2)
3/4/2021RSU15,000$239,400
3/4/2021PSU22,000$351,120
Joseph Aguilar
Chief Operating Officer
9/23/2019Option Award62,50062,500$14.469/23/2029
6/26/2020Option Award31,25093,750$12.456/26/2030
3/4/2021RSU19,408$309,752
3/4/2021PSU19,408$309,752
Randall D. Nilsen
Chief Revenue Officer
7/26/2018Option Award172,50057,500$9.917/26/2028
3/4/2021RSU19,408$309,752
3/4/2021PSU19,408$309,752

(1)The Option Awards columns reflect stock options granted to the applicable NEO on the dates shown, which vest and become exercisable in four equal installments beginning one year after the date of grant, subject to the NEO’s continued employment with the Company. The Option Awards described in this table were granted under the International Money Express, Inc. 2018 Omnibus Equity Compensation Plan.

(2)The Stock Awards columns reflect RSUs and RSAs granted to the applicable NEO on the dates shown, which vest generally in four equal installments beginning one year after the date of grant, subject to the NEO’s continued employment with the Company. In addition, the Stock Awards column reflects PSUs granted, shown based on threshold performance, to the applicable NEO on the dates shown, which generally vest subject to attainment of performance criteria during the service period established by the Compensation Committee.

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Retirement Benefit Programs

The Company maintains a tax-qualified defined contribution plan (the “401(k) Plan”) that provides retirement benefits to employees, including matching contributions. The Company matches 50% of each employee’s contributions up to a maximum of 3% of their total compensation. 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 Control

Severance under Employment Agreements

Pursuant to the terms of the employment agreements with Mr. Lisy, Mr. Bende, Mr. Aguilar and Mr. Nilsen, the NEOs are entitled to receive certain payments in connection with certain termination events.

In the event that (i) Mr. Lisy is terminated by Holdings other than for Cause, Disability (as such terms are defined in the New CEO Employment Agreement) or death, (ii) if Mr. Lisy resigns for Good Reason (as defined in the New CEO Employment Agreement) or (iii) Mr. Lisy’s employment is terminated pursuant to the Company providing notice of non-renewal of the term of the New CEO Employment Agreement, Mr. Lisy is entitled to an amount equal to two times the sum of Mr. Lisy’s base salary and Mr. Lisy’s target bonus payable in equal installments over the two year period following termination and any other Accrued Rights (as defined in the New CEO Employment Agreement). In the event Mr. Lisy’s employment is terminated by us for Cause (as defined in the New CEO Employment Agreement), Mr. Lisy would be entitled to receive any base salary through the date of termination that remains unpaid as of the date of termination, any accrued and unpaid bonus for any previously completed year that Mr. Lisy is entitled to receive as of the date of termination, and any other Accrued Rights (as defined in the New CEO Employment Agreement).

If Mr. Lisy resigns for retirement (resignation after attainment of age 66 and providing six months’ notice), then outstanding awards granted under the Holdings long term incentive program will continue to vest in accordance with their original vesting schedule, subject to attainment of any applicable performance goals.

Pursuant to the New CEO Employment Agreement, in the event that any of the payments or benefits provided by Holdings to Mr. Lisy (whether pursuant to the terms of the New CEO Employment Agreement or any equity compensation or other agreement with Holdings) 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 or any interest or penalties with respect to such excise tax (collectively, the “Excise Tax”), then such Parachute Payments to be made to Mr. Lisy shall be payable 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 receipt on an after-tax basis, of the greatest amount of economic benefits under the New CEO Employment Agreement, notwithstanding that all or some portion of such benefits 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 of the New CEO Employment Agreement.

In the event that Mr. Bende is terminated by Holdings other than for Cause, Disability (as such terms are defined in the CFO Employment Agreement) or death or if Mr. Bende resigns for Good Reason (as defined in the CFO Employment Agreement), he is entitled to base salary continuation for nine months, a payment equal to a pro-rata portion of his target bonus for the year in which termination occurs (less any bonus amounts already paid for such year) and any other Accrued Rights (as defined in the CFO Employment Agreement). In the event Mr. Bende’s employment is terminated by the Company for Cause (as defined in the CFO Employment Agreement), Mr. Bende would be entitled to any base salary through the date of termination that remains unpaid as of the date of termination, any accrued and unpaid bonus for any previously completed bonus period that Mr. Bende is entitled to receive as of the date of termination, and any other Accrued Rights (as defined in the CFO Employment Agreement).

In the event that Mr. Aguilar is terminated by Holdings other than for Cause, Disability (as such terms are defined in the COO Employment Agreement) or death or if Mr. Aguilar resigns for Good Reason (as defined in the COO Employment Agreement), he is entitled to base salary continuation for nine months, a pro-rata portion of his target bonus for the year in which termination occurs (less any bonus amounts already paid for such year) and any other Accrued Rights (as defined in the COO Employment Agreement). In the event Mr. Aguilar’s employment is terminated by the Company for Cause (as defined in the COO Employment Agreement), Mr. Aguilar would be entitled to any base salary through the date of termination that remains unpaid as of the date of termination, any accrued and unpaid bonus for any previously completed bonus period that Mr. Aguilar is entitled to receive as of the date of termination, and any other Accrued Rights (as defined in the COO Employment Agreement).

In the event that Mr. Nilsen is terminated by Holdings other than for Cause, Disability (as such terms are defined in the CRO Employment Agreement) or death or if Mr. Nilsen resigns for Good Reason (as defined in the CRO Employment Agreement), he is entitled to base salary continuation for nine months, a pro-rata portion of his target bonus for the year in which termination occurs (less any bonus amounts already paid for such year) and any other Accrued Rights (as defined in the CRO Employment Agreement). In the event Mr. Nilsen’s employment is terminated by the Company for Cause (as defined in the CRO Employment Agreement), Mr. Nilsen would be
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entitled to receive any base salary through the date of termination that remains unpaid as of the date of termination, any accrued and unpaid bonus for any previously completed bonus period that Mr. Nilsen is entitled to receive as of the date of termination, and any other Accrued Rights (as defined in the CRO Employment Agreement).

In addition to the rights described above upon certain terminations, termination of an NEO’s employment due to death or disability will result in accelerated vesting of outstanding awards under the International Money Express, Inc. 2018 Omnibus Equity Compensation Plan (the “2018 Plan”) and the 2020 Plan, although the number of any outstanding PSUs that vest depends on when the termination occurs during the applicable vesting period (either 100% of target or based on attainment of performance goals).

In the event of a change in control (as defined in the 2018 Plan) of Holdings, the NEO would be entitled to a full vesting of all options outstanding under the 2018 Plan. Awards granted under the standard form of RSU and PSU award agreements under the 2020 Plan provide that upon a change in control (as defined in the 2020 Plan) of Holdings, all awards will vest for an NEO if (a) the award is not assumed in the change in control or (b) the award is assumed in the change in control but within two years following the change in control the NEO’s employment is terminated without Cause (as defined in the 2020 Plan form of award agreement).

For awards of PSUs under the 2020 Plan standard form, if a change in control (as defined in the 2020 Plan) of Holdings occurs, the PSUs will generally convert into RSUs if the award is assumed in the change in control and the RSUs will continue to vest either based on target or based on attainment of performance goals through the change in control, but the other vesting rules applicable to RSU awards under the 2020 Plan will then apply (either full acceleration of vesting if no assumption of the RSU in the change in control or full acceleration of vesting following a termination without Cause within 2 years following the change in control). In addition, in the event of a termination without Cause (as defined in the 2020 Plan form PSU agreement) after the first year of the performance period, a pro rata portion of the PSUs may vest depending upon attainment of performance goals identified in the PSU agreement. Except for the terms of the awards for Mr. Lisy as described above, awards of RSUs and PSUs granted to NEOs in March 2021 each contain the terms set forth in the standard form of RSU and PSU agreement, as applicable.

Compensation of Directors

The directors for fiscal year 2021 included Robert Lisy, Justin Wender, Adam Godfrey, John Rincon, Kurt Holstein, Michael Purcell, Christopher Lofgren and Laura Maydón. Only the independent non-employee directors of the Company, John Rincon, Kurt Holstein, Michael Purcell, Christopher Lofgren and Laura Maydón, received compensation for their service as directors for the fiscal year ended December 31, 2021. Messrs. Kurt Holstein and Christopher Lofgren retired from the Board of Directors effective January 6, 2022.

For 2021, the compensation of the independent non-employee directors was as follows: (a) the Lead Independent Director received an annual retainer of $36,000 in cash and $36,000 in an award of fully vested shares, payable on a quarterly basis, at the end of each quarter; (b) the Audit Committee Chair received an annual retainer of $12,000 in cash and $12,000 in an award of fully vested shares, payable on a quarterly basis, at the end of each quarter; (c) the Compensation Committee Chair and Nominating and Corporate Governance Committee Chair each received an annual retainer of $8,000 in cash and $8,000 in an award of fully vested shares, payable on a quarterly basis at the end of each quarter; (d) the non-chair members of all committees each received an annual retainer of $8,000 in cash payable on an annual basis; and (e) the equity portion of the annual retainer for all independent non-employee directors was $100,000, payable on an annual basis in an equity-based award that vests on the one-year anniversary of the grant date. Independent non-employee directors also each continued to receive an annual cash retainer of $50,000, payable on an annual basis.

Also, all members of our Board of Directors are reimbursed for their usual and customary expenses incurred in connection with attending all Board and other committee meetings.


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Director Compensation Table for Fiscal Year 2021

The following table sets forth information for the year ended December 31, 2021 regarding the compensation awarded to, earned by or paid to our independent non-employee directors:
Director(1)
Fees earned or
paid in cash
($)
Stock
awards
($)(2)(3)
Total
($)
John Rincon$66,000$100,000$166,000
Kurt Holstein(4)
$66,000$108,000$174,000
Michael Purcell$106,000$148,000$254,000
Christopher Lofgren(4)
$66,000$104,000$170,000
Laura Maydón$66,000$104,000$170,000

(1)Does not include any non-independent directors, including directors who also serve as officers of the Company, as these directors do not receive compensation for their service on the Board of Directors.

(2)Amounts shown in this column represent the grant date fair value of (a) restricted stock units granted to and (b) fully vested shares issued to each of the Company’s independent directors during fiscal year 2021 as computed in accordance with FASB ASC Topic 718. For a discussion of the assumptions made in the valuation reflected in these columns, see Note 12 to the Consolidated Financial Statements in this Annual Report on Form 10-K.

(3)As of December 31, 2021, each of the independent directors held 6,473 unvested restricted stock units, which vest on June 30, 2022.

(4)Messrs. Kurt Holstein and Christopher Lofgren retired from the Board of Directors effective January 6, 2022.


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ITEM 12.    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Certain information required under this Item will be contained in the Company’s Proxy, which information is incorporated by reference herein.

Equity Compensation Plan Information

The following table sets forth information about our common stock that may be issued under all of our equity compensation plans as of December 31, 2021,2023, which included: the International Money Express, Inc. 2020 Omnibus Equity Compensation Plan (“2020 Plan”) and the International Money Express, Inc. 2020 Employee Stock Purchase Plan (the “ESPP”), each of which was approved by the Company’s stockholders.
Plan categoryPlan categoryNumber of securities
to be issued upon exercise of
outstanding options, warrants
and rights
Weighted-average
exercise price of
outstanding
options, warrants
and rights
Number of securities remaining available
for future issuance
under equity
compensation plans (excluding securities
reflected in column (a))
(a)(b)(c)
(a)
(a)
(a)
Equity compensation plans approved by security holders
Equity compensation plans approved by security holders
Equity compensation plans approved by security holdersEquity compensation plans approved by security holders2,390,336 (1)$11.92 3,631,490 (2)1,405,285(1)$4.80 2,802,227 2,802,227 (2)(2)
Equity compensation plans not approved by security holdersEquity compensation plans not approved by security holders— — — 
TotalTotal2,390,336 $11.92 3,631,490 
Total
Total

(1)This number includes the following: 1,673,687464,925 shares subject to outstanding awards granted under the 2018 Plan, all of which were subject to outstanding options awards. This number also includes 716,649940,360 shares subject to outstanding awards granted under the 2020 Plan, of which 225,000123,750 shares were subject to outstanding options awards, 231,934376,950 shares were subject to outstanding RSU awards, 88,215191,980 shares were subject to outstanding RSA awards, and 171,500247,680 shares were subject to outstanding PSU awards.

(2)Represents 2,881,4902,052,227 shares available for issuance under the 2020 Plan and 750,000 shares available for issuance under the ESPP.

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Security Ownership of Certain Beneficial Owners and Management

The following table sets forth certain information regarding the beneficial ownership of our outstanding shares of common stock as of February 25, 2022 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 our shares 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 otherwise indicated, 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 38,318,279 shares of common stock of the Company outstanding as of February 25, 2022.

Unless otherwise indicated, we believe that all persons named in the table below have sole voting and investment power with respect to all shares of common stock beneficially owned.

Name of Beneficial Owners
Number of Shares of Common Stock Beneficially Owned
(1)
Percentage of Common Stock Beneficially Owned
(2)
Directors and Executive Officers:(3)
Robert Lisy (4)1,814,789 4.7 %
Andras Bende (5)3,750 *
Randall D. Nilsen (6)348,274 *
Joseph Aguilar (7)98,602 *
Debra Bradford (8)— — 
Bernardo Fernández (9)— — 
Adam Godfrey (10)3,192,076 8.3 %
Michael Purcell (11)29,675 *
Laura Maydón (12)5,050 *
John Rincon (13)695,060 1.8 %
Justin Wender (10)3,192,076 8.3 %
All directors and executive officers as a group (12 individuals)6,193,213 15.8 %
Five Percent Holders:
SPC Intermex, LP (14)3,192,076 8.3 %
Wellington Management Group LLP (15)3,506,275 9.2 %
Conifer Management, L.L.C. (16)2,000,000 5.2 %
BlackRock, Inc. (17)2,550,399 6.7 %
Wellington Trust Company (18)2,187,632 5.7 %
The Vanguard Group, Inc. (19)2,119,575 5.5 %
*    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 with respect 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 includes unissued shares subject to options, warrants, rights or conversion privileges, exercisable within 60 days of February 25, 2022, held by such individual or group, 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.

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(4)Includes (i) 438,531 shares held by Hawk Time Enterprises, LLC, a Delaware limited liability company (“Hawk Time”), (ii) 813,629 shares held by the Robert Lisy Family Revocable Living Trust (the “Lisy Trust”) and (iii) 497,911 shares held by Mr. Lisy, representing shares issuable upon exercise of options that are exercisable as of February 25, 2022. Mr. Lisy is the sole manager of Hawk Time and sole trustee of the Lisy Trust.

(5)Includes 3,750 shares deliverable within 30 days after vesting of restricted stock units on March 4, 2022. Excludes 22,000 shares deliverable within 30 days after vesting of awards of performance stock units.

(6)Includes 172,500 shares issuable upon exercise of options that are exercisable within 60 days of February 25, 2022 and 4,852 shares deliverable within 30 days after vesting of restricted stock units on March 4, 2022. Excludes 14,556 shares and 19,408 shares deliverable within 30 days after vesting of awards of restricted stock units and performance stock units, respectively.

(7)Includes 93,750 shares issuable upon exercise of options that are exercisable within 60 days of February 25, 2022 and 4,852 shares deliverable within 30 days after vesting of restricted stock units on March 4, 2022. Excludes 14,556 shares and 19,408 shares deliverable within 30 days after vesting of awards of restricted stock units and performance stock units, respectively.

(8)Ms. Bradford currently serves on the Board of Directors of the Company. Excludes 3,104 shares deliverable within 30 days after vesting of restricted stock units on June 30, 2022.

(9)Mr. Fernández currently serves on the Board of Directors of the Company. Excludes 3,104 shares deliverable within 30 days after vesting of restricted stock units on June 30, 2022.

(10)Includes 3,192,076 shares held by SPC Intermex, LP, whose general partner is SPC Intermex GP, LLC. Stella Point Capital (“Stella Point”) is the sole manager of SPC Intermex GP, 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 beneficial owner of those shares. Messrs. Godfrey and Wender serve on the Board of Directors of the Company as representatives of Stella Point. The ownership information set forth herein is based in its entirety on the material contained in Schedule 13D, as amended, dated November 5, 2020, filed with the SEC by Messrs. Godfrey and Wender, along with certain other filing parties. Based on the Schedule 13D, as amended, Messrs. Godfrey and Wender are each the beneficial owner of an aggregate of 3,192,076 shares with shared voting power over 3,192,076 shares and shared dispositive power over 3,192,076 shares. Messrs. Godfrey and Wender disclaim beneficial ownership of any shares of common stock held 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, New York 10022.

(11)Mr. Purcell, who owns 29,675 shares on a personal basis, currently serves on the Board of Directors of the Company. Excludes 6,473 shares deliverable within 30 days after vesting of restricted stock units on June 30, 2022.

(12)Ms. Maydón, who owns 5,050 shares on a personal basis, currently serves on the Board of Directors of the Company. Excludes 6,473 shares deliverable within 30 days after vesting of restricted stock units on June 30, 2022.

(13)Includes (i) 25,298 shares held by Mr. Rincon, (ii) 495,804 shares held by Latin American Investment Holdings, Inc. and (iii) 180,431 shares held by Rincon Capital Partners, LLC. Mr. Rincon owns 100% of Latin American Investment Holdings, Inc. (“LAIH”) and jointly owns Rincon Capital Partners, LLC (“Rincon LLC”). Excludes 6,473 shares of which are deliverable to Mr. Rincon within 30 days after vesting of restricted stock units on June 30, 2022. Mr. Rincon owns 100% of LAIH and jointly owns Rincon LLC and is its managing member.

(14)Includes 3,192,706 shares held by SPC Intermex, LP. The ownership information set forth herein is based in its entirety on the information contained in the Schedule 13D, as amended, filed with the SEC on November 5, 2020 by SPC Intermex, LP, SPC Intermex GP, LLC and Stella Point, along with certain other filing parties. Based on the Schedule 13D, as amended, SPC Intermex, LP is the beneficial owner of an aggregate of 3,192,706 shares with shared voting power over 3,192,706 shares and shared dispositive power over 3,192,706 shares. The general partner of SPC Intermex, LP is SPC Intermex GP, LLC and Stella Point is the sole manager of SPC Intermex GP, LLC. Messrs. Godfrey and Wender are the Managing Partners of and jointly control Stella Point. SPC Intermex GP, LLC, Stella Point, and Messrs. Godfrey and Wender may be deemed to share beneficial ownership of the shares held of record by SPC Intermex, LP, but disclaim beneficial ownership of such shares. See “Risk Factors - SPC Intermex LP (“SPC Intermex”), an affiliate of Stella Point Capital (“Stella Point”) has controlled a significant percentage of our common stock, and has had the ability to influence our major corporate decisions. Although SPC Intermex owns significantly fewer shares of our common stock after the Company’s secondary offering in 2020, it remains a significant stockholder the interests of which may conflict with the interests of other holders of our common stock.” in Item 1A of this Annual Report on Form 10-K. The address for SPC Intermex, LP is c/o Stella Point Capital LLC, 444 Madison Ave., 25th Floor, New York, New York 10022.

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(15)Based solely on the information contained in the Schedule 13G, as amended, jointly filed with the SEC on February 4, 2022 by Wellington Management Group LLP (“WMG”), Wellington Group Holdings LLP (“WGH”), Wellington Investment Advisors Holdings LLP (“WIAH”) and Wellington Management Company LLP (“WMC” and collectively with WMG, WGH and WIAH, the “Wellington Group”), each of WMG, WGH and WIAH is the beneficial owner of 3,506,275 shares with shared voting power over 3,437,625 and shared dispositive power over 3,506,275 shares, and WMC is the beneficial owner of 3,452,464 shares with shared voting power over 3,383,814 and shared dispositive power over 3,452,464 shares. The shares were acquired by the following subsidiaries of WMG, as the parent holding company of certain holding companies and investment advisors: WGH, WIAH, Wellington Management Global Holdings, Ltd., WMC, Wellington Management Canada LLC, Wellington Management Singapore Pte Ltd, Wellington Management Hong Kong Ltd, Wellington Management International Ltd, Wellington Management Japan Pte Ltd, and Wellington Management Australia Pty Ltd. The address for the Wellington Group is c/o Wellington Management Company LLP 280 Congress Street, Boston, MA 02210.

(16)Based solely on the information contained in the Schedule 13G filed, as amended, with the SEC on February 14, 2022 by Conifer Management, L.L.C. (“Conifer”), Conifer may be deemed to be the beneficial owner of 2,000,000 shares with sole voting and sole dispositive power over all of such shares. The address for Conifer is 9 West 57th Street, Suite 5000, New York, New York 10019-2701.

(17)Based solely on the information contained in the Schedule 13G filed with the SEC on February 3, 2022 by BlackRock, Inc. (“BlackRock”), BlackRock is the beneficial owner of 2,550,399 shares with sole voting power over 2,437,594 shares and sole dispositive power over 2,550,399 shares. The shares were acquired by the following subsidiaries of BlackRock: Aperio Group, LLC, BlackRock Advisors, LLC, BlackRock Investment Management (UK) Limited, BlackRock Asset Management Canada Limited, BlackRock Fund Advisors, BlackRock Asset Management Ireland Limited, BlackRock Institutional Trust Company, National Association, BlackRock Financial Management, Inc., BlackRock Fund Managers Ltd, BlackRock Japan Co., Ltd., BlackRock Asset Management Schweiz AG, and BlackRock Investment Management, LLC. The address for BlackRock is 55 East 52nd Street, New York, NY 10055.

(18)Based solely on the information contained in the Schedule 13G filed with the SEC on February 4, 2022 by Wellington Trust Company, NA (“WTC”), WTC is the beneficial owner of 2,187,632 shares with shared voting and shared dispositive power over all such shares. The address for the Wellington Trust Company, NA is c/o Wellington Management Company LLP 280 Congress Street, Boston, MA 02210.

(19)Based solely on the information contained in the Schedule 13G filed with the SEC on February 10, 2022 by The Vanguard Group (“Vanguard”), Vanguard may be deemed to be the beneficial owner of 2,119,575 shares with shared voting power over 60,744 shares, sole dispositive power over 2,033,670 shares and shared dispositive power over 85,905 shares. The address for Vanguard is 100 Vanguard Blvd., Malvern, PA 19355.


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ITEM 13.    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
Review of Related Party Transactions
The information required under this Item will be contained in the Company’s Proxy Statement, which information is incorporated by reference herein.

In accordance with the charter for the Audit Committee of the Board of Directors, our Audit Committee reviews and approves in advance any proposed related person transactions. For purposes of these procedures, “related person” and “transaction” have the meanings contained in Item 404 of Regulation S-K.

Our Board has also adopted a written related person transaction policy that sets forth the policies and procedures for the review and approval or ratification of related person transactions. In accordance with our Related Person Transactions Policy and Procedures, either the Audit Committee or the affirmative vote of a majority of directors who do not have a direct or indirect material interest in such related party transaction must review and approve all transactions in which (i) the Company or one of its subsidiaries is a participant, (ii) the amount involved exceeds $120,000 and (iii) a related person has a direct or indirect material interest, other than transactions available to all employees of the Company generally.

In assessing a related party transaction brought before it for approval the Audit Committee considers, among other factors it deems appropriate, whether the related party transaction is on terms no less favorable than terms generally available to an unaffiliated third-party under the same or similar circumstances and the extent of the related person’s interest in the transaction. The Audit Committee may then approve or disapprove the transaction in its discretion.

Certain Related Person Transactions

Since the beginning of the fiscal year ended December 31, 2021, there has not been, nor is there, any currently proposed transaction or series of similar transactions to which the Company was or is to be a party in which the amount involved exceeded or exceeds the lesser of $120,000 and in which any related person had, has or will have a direct or indirect material interest, other than as set forth in the sections captioned “Executive Compensation”, “Director Compensation Table” and “Security Ownership of Certain Beneficial Owners and Management” above, or as disclosed below. In addition, please see the section captioned “Risk Factors” in this Annual Report on Form 10-K for descriptions of risks that may arise as a result of these and other such relationships and related person transactions.

Registration Rights

The Company is a party to a Registration Rights Agreement, dated July 26, 2018 as amended on July 29, 2019 (as amended, the “Registration Rights Agreement”), with certain of our stockholders, including entities affiliated with certain of our directors, Messrs. Godfrey, Wender, Rincon, Lisy and Holstein, and two of our executives, Messrs. Lisy, and Nilsen, that provides certain registration rights with respect to the shares of the Company’s common stock. The Registration Rights Agreement provides the stockholders party to the agreement the right to require the Company to effect one or more shelf registrations under the Securities Act, covering all or part of such stockholder’s common stock upon written request to the Company. 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. The Company also agreed to pay certain fees and expenses relating to registrations under the Registration Rights Agreement.

Shareholders Agreement

The Company is a party to the Shareholders Agreement with certain shareholders, including entities affiliated with three directors, Messrs. Godfrey, Wender and Lisy, and two of our executives, Messrs. Lisy and Nilsen. Pursuant to the Shareholders Agreement, for so long as the Intermex Legacy Stockholders party thereto hold, in the aggregate, at least 10% of the total outstanding shares of the Company’s common stock, SPC Representative will be entitled to designate eight individuals for election to the Company’s Board of Directors of which at least three designees must qualify as an “independent director” under the Exchange Act and Nasdaq rules. Following such times as the collective ownership of such Intermex Legacy Stockholders is less than 10% of the outstanding shares of the Company’s common stock, SPC Representative will be entitled to designate one person for election to the Company’s Board of Directors, which designation right will lapse at such time as the Intermex Legacy Stockholders’ collective ownership is less than 5% of the outstanding shares of the Company’s common stock. Pursuant to the Shareholders Agreement, all of the stockholders party thereto are required to vote their shares of the Company’s common stock subject to the Shareholders Agreement as set forth therein for the director nominees designated thereunder; however, on October 5, 2020, the Company, FinTech Investor Holdings II (“Fintech”) and SPC Representative entered into a Waiver to the Shareholders Agreement, pursuant to which the obligation of each party to the Shareholders Agreement (other than SPC Intermex LP) to vote to elect and/or maintain in office as members of the Company’s board of directors the individuals nominated by SPC Representative was irrevocably and permanently waived. As of December 31, 2021, the Intermex Legacy Stockholders continued to own more than 10% of our outstanding shares of common stock. See “Risk Factors - SPC Intermex LP, an affiliate of Stella Point Capital, has controlled a significant percentage of our common stock, and has had the ability to influence our major corporate decisions. Although SPC Intermex owns significantly fewer shares of our common stock after the Company’s secondary offering in 2020, it remains a significant stockholder the interests of which may conflict with the interests of other holders of our common stock.” of this Annual Report on Form 10-K for additional information.
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Director Independence

Nasdaq listing rules require that a majority of the board of directors of a company listed on Nasdaq be composed of “independent directors,” which is 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, in the opinion of the company’s board of directors, would interfere with the director’s exercise of independent judgment in carrying out the responsibilities of a director. Our Board of Directors has determined that John Rincon, Michael Purcell, Laura Maydón, Debra Bradford and Bernardo Fernández are independent directors under the Nasdaq listing rules and Rule 10A-3 of the Exchange Act. Additionally, the Board determined that Kurt Holstein and Christopher Lofgren were independent during the period in which each served as a director during 2021 and 2022. In making these determinations, our Board of Directors considered the current and prior relationships that each non-employee director had with the Company and all other facts and circumstances our Board of Directors deemed relevant in determining independence, including the beneficial ownership of our common stock by each non-employee director, and the transactions involving them. In addition, the Board of Directors appointed Mr. Purcell as the Lead Independent Director, effective September 2020.

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ITEM 14.    PRINCIPAL ACCOUNTING FEES AND SERVICES

The following tables present fees for professional audit services rendered by BDO USA, LLP for the audit ofinformation required under this Item will be contained in the Company’s annual financial statements for the years ended December 31, 2021 and 2020, and fees billed for the other services rendered during those periods.
20212020
Audit fees (1)$632,500 $692,932 
Audit-related fees (2)$398,735 $— 
Tax fees (3)$— $— 
All other fees (4)$— $— 

(1)Audit Fees

Audit fees include the aggregate fees for the audit of our annual consolidated financial statements included in our Forms 10-K and the reviews of each of the quarterly consolidated financial statements included in our Forms 10-Q, as well as work generally only the independent registered certified public accountants can reasonably be expected to provide, such as statutory and other audit work performed with respect to certain of our subsidiaries. Such audit fees also include professional services for comfort letters, consents and reviews of documents filed with the Securities and Exchange Commission.

(2)Audit-Related Fees

Audit-related fees primarily include fees, not included in “Audit Fees” above, for assurance and related services traditionally performedProxy Statement, which information is incorporated by the independent auditor. These services would include, among others, due diligence related to transactions or events, including acquisitions, and attest services related to financial reporting that are not required by statute or regulation.

(3)Tax Fees

Tax fees would consist of assistance with tax compliance services, preparation of tax returns, tax planning, and providing tax guidance. No such products and services were provided in the relevant periods.

(4)All Other Fees

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 and tax fees. No such products and services were provided in the relevant periods.

Pre-Approval Policies and Procedures

All of the fees described above were approved by the Audit Committee. The Audit Committee is responsible for overseeing the audit fee negotiations associated with the retention of BDO USA LLP to perform the audit of our annual consolidated financial statements. The Audit Committee has adopted a pre-approval policy under which the Audit Committee approves in advance all audit and non-audit services to be performed by our independent auditors. As part of its pre-approval policy, the Audit Committee considers whether the provision of any proposed non-audit services is consistent with the SEC’s rules on auditor independence. If there are any additional services to be provided, a request for pre-approval must be submitted by management to the Audit Committee for its consideration under the policy. Finally, in accordance with the pre-approval policy, the Audit Committee has delegated pre-approval authority to each of its members. Any member who exercises this authority must report any pre-approval decisions to the Audit Committee at its next meeting.reference herein.
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PART IV
ITEM 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 Annual Report on Form 10-K);
2.Financial Statement Schedule (See 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 INDEX

Exhibit No.Document
3.1**
Second Amended and Restated Certificate of Incorporation of the Company, dated July 26, 2018 (incorporated by reference to Exhibit 3.1 to the Registrant’s Registration Statement on Form S-1 filed on September 28, 2018 (File No. 333-226948)).
3.2**
Second Amended and Restated Bylaws of the Company, effective as of July 26, 2018 (incorporated by reference to Exhibit 3.2 to the Registrant’s Registration Statement on Form S-1 filed on September 28, 2018 (File No. 333-226948)).
4.1**
Warrant Agreement, dated January 19, 2017, between Continental Stock Transfer & Trust Company and the Company (incorporated by reference to Exhibit 4.2 to the Registrant’s Registration Statement on Form S-1 filed on September 28, 2018 (File No. 333-226948)).
4.2**
Amendment No. 1 to Warrant Agreement, dated April 29, 2019, by and between International Money Express, Inc. and Continental Stock Transfer & Trust Company (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K Filed on April 30, 2019).
4.3**
Shareholders Agreement, dated July 26, 2018, between the Company and the stockholders of the Company signatory thereto (incorporated by reference to Exhibit 4.3 to the Registrant’s Registration Statement on Form S-1 filed on September 28, 2018 (File No. 333-226948)).
4.4**
Shareholders Agreement Amendment, dated as of December 12, 2018, by and among FinTech Investor Holdings II, LLC, the Company and SPC Intermex Representative LLC (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K on filed on December 14, 2018).
4.5**
Shareholders Agreement Waiver dated August 23, 2019, among Fintech Investor Holdings II, LLC, the Company and SPC Intermex Representative LLC (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K Filed on August 23, 2019).
4.6**
Shareholders Agreement Waiver, dated October 5, 2020, among the Company, FinTech Investor Holdings II and SPC Intermex Representative LLC (incorporated by reference to Exhibit 4.1 to the Registrant’s Quarterly Report on Form 10-Q filed on November 6, 2020).
4.7**
Description of Securities (incorporated by reference to Exhibit 4.6 to the Registrant’s Annual Report on Form 10-K Filed on March 11, 2020).
Credit Agreement, dated November 7, 2018, 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, as Administrative Agent and L/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).
Amendment 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, as Administrative Agent and L/C Issuer (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K on filed on December 10, 2018).
Increase Joinder No. 1 to Credit Agreement, dated March 25, 2019, by and among International Money Express, Inc., as Holdings, International Money Express Sub 2, LLC, as Intermediate Holdings, Intermex Holdings, Inc., as the Term Borrower, Intermex Wire Transfer, LLC, as the Revolver Borrower, the other guarantors from time to time party thereto, the lenders from time to time party thereto and Keybank National Association, as the administrative agent (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on April 30, 2019).
Increase Joinder No. 2 to Credit Agreement, dated as of May 12, 2021, by and among International Money Express, Inc., as Holdings, International Money Express Sub 2, LLC, as Intermediate Holdings, Intermex Holdings, Inc., as the Term Borrower, Intermex Wire Transfer, LLC, as the Revolver Borrower, the other guarantors from time to time party thereto, the lenders from time to time party thereto and KeyBank National Association, as the Administrative Agent and L/C Issuer. (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on May 14, 2021)
Amended and Restated Credit Agreement, dated as of June 24, 2021, by and among International Money Express, Inc., as Holdings, International Money Express Sub 2, LLC, as Intermediate Holdings, Intermex Holdings, Inc., as the Term Borrower, Intermex Wire Transfer, LLC, as the Revolver Borrower, the other guarantors from time to time party thereto, the lenders from time to time party thereto and KeyBank National Association, as the Administrative Agent and L/C Issuer. (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on June 28, 2021)
Registration Rights Agreement, dated July 26, 2018, by and among FinTech Acquisition Corp. II, SPC Investors, Minority Investors and Additional Investors (incorporated by reference to Exhibit 10.2 to the Registrant’s Registration Statement on Form S-1 filed on September 28, 2018 (File No. 333-226948)).
First Amendment No. 1 to the Registration Rights Agreement, dated July 29, 2019as of November 10, 2022, by and among International Money Express, Inc., as Holdings, International Money Express Sub 2, LLC, as Intermediate Holdings, Intermex Holdings, Inc., as the Term Borrower, Intermex Wire Transfer, LLC, as the Revolver Borrower, the other guarantors from time to time party thereto, the lenders from time to time party thereto and KeyBank National Association, and KeyBank National Association, as the Administrative Agent. (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on July 30, 2019)November 14, 2022).
Registration RightsSecond Amendment Agreement, Waiver dated August 23, 2019,as of April 18, 2023, by and among Fintech Investor Holdings II, LLC, International Money Express, Inc. and SPC, International Money Express Sub 2, LLC, Intermex LP (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on August 23, 2019).
Settlement Agreement and Release, dated March 16, 2020, among Stuart Sawyer, on behalf of himself and all Settlement Class Members, andHoldings, Inc., Intermex Wire Transfer, LLC, the other guarantors from time to time party thereto, the lenders from time to time party thereto and KeyBank National Association, as the Administrative Agent and L/C Issuer (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on MarchApril 19, 2020)2023).
International Money Express, Inc. 2018 Omnibus Equity Compensation Plan (incorporated by reference to Exhibit 10.3(a) to the Registrant’s Registration Statement on Form S-1 filed on September 28, 2018 (File No. 333-226948)).
Form of Nonqualified Stock Option Agreement (Robert Lisy) pursuantAmendment to the International Money Express, Inc. 20182020 Omnibus Equity CompensationIncentive Plan (incorporated by reference to Exhibit 10.4(f)10.3(b) to the Registrant’s Registration StatementAnnual Report on Form S-110-K filed on September 28, 2018 (File No. 333-226948))March 15, 2023).
Form of Nonqualified Stock Option Agreement pursuant to the International Money Express, Inc. 2018 Omnibus Equity Compensation Plan (incorporated by reference to Exhibit 10.4(b) to the Registrant’s Registration Statement on Form S-1 filed on September 28, 2018 (File No. 333-226948)).
Form of Incentive Stock Option Award pursuant to the International Money Express, Inc. 2018 Omnibus Equity Compensation Plan (incorporated by reference to Exhibit 10.4(a) to the Registrant’s Registration Statement on Form S-1 filed on September 28, 2018 (File No. 333-226948)).
International Money Express, Inc. 2020 Omnibus Equity Compensation Plan (incorporated by reference to Annex A to the Registrant’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on May 15, 2020).
International Money Express, Inc. 2020 Employee Stock Purchase Plan (incorporated by reference to Annex B to the Registrant’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on May 15, 2020).
Form of Non-Qualified Stock Option Agreement pursuant to the International Money Express, Inc. 2020 Omnibus Equity Compensation Plan (incorporated by reference to Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q filed on August 6, 2020).
Form of RSU Agreement (Non-Employee Directors) pursuant to the International Money Express, Inc. 2020 Omnibus Equity Compensation Plan (incorporated by reference to Exhibit 10.4 to the Registrant’s Quarterly Report on Form 10-Q filed on August 6, 2020).
Form of RSU Agreement (Employees) pursuant to the International Money Express, Inc. 2020 Omnibus Equity Compensation Plan (incorporated by reference to Exhibit 10.17 to the Registrant’s Annual Report on Form 10-K filed on March 15, 2021).
Form of 2021 and 2022 PSU Agreement (Employees) pursuant to the International Money Express, Inc. 2020 Omnibus Equity Compensation Plan (incorporated by reference to Exhibit 10.18 to the Registrant’s Annual Report on Form 10-K filed on March 15, 2021).
Form of 2021 and 2022 PSU Agreement (Robert Lisy) pursuant to the International Money Express, Inc. 2020 Omnibus Equity Compensation Plan (incorporated by reference to Exhibit 10.19 to the Registrant’s Annual Report on Form 10-K filed on March 15, 2021).
Form of Restricted Stock Award Agreement (Robert Lisy) pursuant to the International Money Express, Inc. 2020 Omnibus Equity Compensation Plan (incorporated by reference to Exhibit 10.20 to the Registrant’s Annual Report on Form 10-K filed on March 15, 2021).
10.1710.13**��
Form of PSU Agreement (Employees) pursuant to the International Money Express, Inc. 2020 Omnibus Equity Compensation Plan (incorporated by reference to Exhibit 10.14 to the Registrant’s Annual Report on Form 10-K filed on March 15, 2023).
10.14**†
Form of PSU Agreement (Robert Lisy) pursuant to the International Money Express, Inc. 2020 Omnibus Equity Compensation Plan (incorporated by reference to Exhibit 10.15 to the Registrant’s Annual Report on Form 10-K filed on March 15, 2023).
10.15**†
Amended and Restated Employment Agreement by and between Robert Lisy and Intermex Holdings, Inc., dated as of November 15, 2021 (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on November 17, 2021).
Employment Agreement by and between Andras Bende and the Company, dated as of December 7, 2020 (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on December 8, 2020).
Amended Employment Agreement by andeffective as of October 1, 2023, between RandyRandall Nilsen and Intermex Holdings, Inc. dated as of February 1, 2017 (incorporatedthe Company (Incorporated by reference to Exhibit 10.5(e)10.1 to the Registrant’s Registration StatementRegistrant's Quarterly Report on Form S-110-Q filed on September 28, 2018 (File No. 333-226948))November 7, 2023).
Employment Agreement dated September 23, 2019, between Joseph Aguilar and the Company (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed On October 3, 2019).
Amendment to Employment Agreement effective as of January 16, 2023, between Joseph Aguilar and the Company (incorporated by reference to Exhibit 10.19(b) to the Registrant’s Annual Report on Form 10-K filed on March 15, 2023).
Employment Agreement, dated March 1, 2021, between Christopher Hunt and International Money Express, Inc.
Amendment to Employment Agreement, effective April 20, 2023, between Christopher Hunt and International Money Express, Inc.
10.20**†
Form of Indemnification Agreement (incorporated by reference to Exhibit 10.1 to the Registrant’s Registration Statement on Form S-1 filed on September 28, 2018 (File No. 333-226948)).
Subsidiaries of the registrant
Consent of BDO USA, LLP.P.C.
Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002- Chief Executive Officer
Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002- Chief Financial Officer
Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
Policy Regarding the Mandatory Recovery of Compensation
101*The following materials from the Company’s Annual Report on Form 10-K for the year ended December 31, 2021,2023, are formatted in iXBRL (Inline Extensible Business Reporting Language): (i) the Audited Consolidated Balance Sheets, (ii) the Audited Consolidated Statements of Income and Comprehensive Income, (iii) the Audited Consolidated Statements of Changes in Stockholders’ Equity, (iv) the Audited Consolidated Statements of Cash Flows, and (v) the Notes to Audited Consolidated Financial Statements.
104*The cover page from the Company’s Annual Report on Form 10-K for the year ended December 31, 2021,2023, formatted in iXBRL and contained in Exhibit 101.

Management contract or compensatory plan or arrangement.
*Filed herewith.
**Previously filed.
#    Furnished herewith.
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ITEM 16.    FORM 10-K SUMMARY
None.
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SIGNATURES
Pursuant 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 its behalf by the undersigned, thereunto duly authorized.

International Money Express, Inc. (Registrant)
March 7, 2022February 28, 2024By:
/s/ Robert Lisy
Robert Lisy
Chief Executive Officer and President

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

SignatureTitleDate
/s/ Robert LisyChief Executive Officer, President and Chairman of the Board of Directors (Principal Executive Officer)March 7, 2022February 28, 2024
Robert Lisy
/s/ Andras BendeChief Financial Officer (Principal Financial Officer and Principal Accounting Officer)March 7, 2022February 28, 2024
Andras Bende
/s/ Debra BradfordDirectorMarch 7, 2022February 28, 2024
Debra Bradford
/s/ Bernardo FernándezDirectorMarch 7, 2022February 28, 2024
Bernardo Fernández
/s/ Adam GodfreyDirectorMarch 7, 2022February 28, 2024
Adam Godfrey
/s/ Karen Higgins-CarterDirectorFebruary 28, 2024
Karen Higgins-Carter
/s/ Laura MaydónDirectorMarch 7, 2022February 28, 2024
Laura Maydón
/s/ Michael PurcellLead Independent DirectorMarch 7, 2022February 28, 2024
Michael Purcell
/s/ John RinconDirectorMarch 7, 2022February 28, 2024
John Rincon
/s/ Justin WenderDirectorMarch 7, 2022February 28, 2024
Justin Wender

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