NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 1 — Description of the Business and Basis of Presentation
References to "MoneyGram," the "Company," "we," "us" and "our" are to MoneyGram International, Inc. and its subsidiaries.
Nature of Operations — MoneyGram offers products and services under its two reporting segments: Global Funds Transfer and Financial Paper Products. The Global Funds Transfer segment provides global money transfer services and bill payment services to consumers through two primary distribution channels: retail and digital. Through our Retail Channel, we offer services through third-party agents, including retail chains, independent retailers, post offices and other financial institutions. Additionally, we have limited Company-operated retail locations. We offer services such as moneygram.com, mobile solutions, account deposit and kiosk-based services as part of our Digital Channel. The Financial Paper Products segment provides official check outsourcing services and money orders through financial institutions and agent locations.
Basis of Presentation — The accompanying unaudited condensed consolidated financial statements of MoneyGram are prepared in conformity with U.S. GAAP for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and notes required by U.S. GAAP for complete financial statements. The Condensed Consolidated Balance Sheets are unclassified due to the timing uncertainty surrounding the payment of settlement obligations. The condensed consolidated financial statements include all adjustments of a normal recurring nature that, in the opinion of management, are necessary in order to make the financial statements not misleading.
Impact of Novel Coronavirus ("COVID-19") Pandemic On Our Financial Statements — The global spread of COVID-19 and the unprecedented impact of the COVID-19 pandemic is complex and ever-evolving. In March 2020, the World Health Organization declared COVID-19 a global pandemic and recommended extensive containment and mitigation measures worldwide. The outbreak reached all of the regions in which we do business, and governmental authorities around the world implemented numerous measures attempting to contain and mitigate the effects of the virus, including travel bans and restrictions, border closings, quarantines, shelter-in-place orders, shutdowns, limitations or closures of non-essential businesses, school closures and social distancing requirements. The global spread of COVID-19 and resulting government actions taken in response to the virus have caused, and may continue to cause significant economic and business disruption, volatility and financial uncertainty, and a continued significant global economic downturn. This has had, and may continue to have, a negative impact on our workforce, agents, customers, financial markets, consumer spending and credit markets. Even after the COVID-19 pandemic has subsided, we may continue to experience adverse impacts to our business as a result of any economic recession or depression that has occurred or may occur in the future. Therefore, the Company cannot reasonably estimate the future impact at this time.
There were no other material impacts to our unaudited condensed consolidated financial statements as of and for the quarter ended March 31, 2021, based on the Company's assessment of its estimates. As additional information becomes available to us, our future assessment of these estimates, including our expectations at the time regarding the duration, scope and severity of the pandemic, as well as other factors, could materially and adversely impact our Unaudited Condensed Consolidated Financial Statements in future reporting periods.
Use of Estimates — The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. These estimates and assumptions are based on historical experience, future expectations, impact of the COVID-19 pandemic and other factors and assumptions the Company believes to be reasonable under the circumstances. These estimates and assumptions are reviewed on an ongoing basis and are revised when necessary. Changes in estimates are recorded in the period of change. Actual amounts may differ from these estimates.
Principles of Consolidation — The condensed consolidated financial statements include the accounts of MoneyGram International, Inc. and its subsidiaries. Intercompany profits, transactions and account balances have been eliminated in consolidation.
Reclassification — Certain prior amounts have been reclassified in order to conform to the current year presentation. In 2020, the Company changed the presentation of its right-of-use assets and associated lease liabilities in the accompanying Condensed Consolidated Balance Sheets and Condensed Consolidated Statements of Cash Flows. Increases to our right-of-asset and liabilities that result from new operating leases, extension of existing operating leases or modifications of existing operating leases are excluded from the Condensed Consolidated Statements of Cash Flows as these are non-cash items in the period they occur.
Presentation — During the first quarter of 2021, the Company changed its presentation to disclose "Gross profit" in the Condensed Consolidated Statements of Operations. The presentation of gross profit is intended to supplement investors with an understanding of our operating performance. Gross profit is calculated as total revenue less commissions and direct transaction expenses. These expenses were previously included within "Operating expenses" and are now presented within "Cost of revenue" in the Condensed Consolidated Statements of Operations. The change in presentation was applied retrospectively to all periods presented in the Condensed Consolidated Statements of Operations and it had no effect on Operating income, Net loss or Loss per share. The Condensed Consolidated Balance Sheets, Condensed Consolidated Statements of Comprehensive Loss, Condensed Consolidated Statements of Stockholders' Deficit and Condensed Consolidated Statements of Cash Flows are not affected by this change in presentation.
Recently Issued Accounting Standards and Related Developments Not Yet Adopted — In June 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. The new credit impairment standard changes the impairment model for most financial assets and certain other instruments. For trade and other receivables, held-to-maturity debt securities, loans and other instruments, entities will be required to use a new forward-looking expected loss model that generally will result in the earlier recognition of allowances for credit losses. For available-for-sale debt securities with unrealized losses, entities will measure credit losses in a manner similar to what they do today, except that the losses will be recognized as allowances rather than as reductions in the amortized cost of the securities. To further assist with adoption and implementation of ASU 2016-13, the FASB issued the following ASUs:
•ASU 2018-19 (Issued November 2018) — Codification Improvements to Topic 326, Financial Instruments - Credit Losses
•ASU 2019-04 (Issued April 2019) — Codification Improvements to Topic 326, Financial Instruments - Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments
•ASU 2019-05 (Issued May 2019) — Financial Instruments - Credit Losses (Topic 326): Targeted Transition Relief
•ASU 2019-10 (Issued November 2019) — Financial Instruments - Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842): Effective Dates
•ASU 2019-11 (Issued November 2019) — Codification Improvements to Topic 326, Financial Instruments - Credit Losses
•ASU 2020-02 (Issued February 2020) — Financial Instruments - Credit Losses (Topic 326) and Leases (Topic 842): Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 119 and Update to SEC Section on Effective Date Related to Accounting Standards Update No. 2016-02, Leases (Topic 842) (SEC Update)
•ASU 2020-03 (Issued March 2020) — Codification Improvements to Financial Instruments
ASU 2019-10 changed the effective date of ASU 2016-13 for public business entities that meet the definition of a U.S. Securities and Exchange Commission ("SEC") filer but that are eligible to be a smaller reporting company to fiscal years beginning after December 15, 2022. MoneyGram is a smaller reporting company and, as such, has elected to adopt the amendments in these standards in 2023. We are still evaluating these ASUs, but we do not believe the adoption will have a material impact on our condensed consolidated financial statements.
In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting. The amendments in this ASU provide, if certain criteria are met, optional expedients and exceptions for applying the GAAP requirements for contract modifications, hedging relationships and sales or transfers of debt securities that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform through December 31, 2022. The adoption of this ASU is optional and the election can be made anytime during the effective period. The amendments in this ASU are effective as of March 12, 2020 through December 31, 2022. MoneyGram is currently evaluating the impact of this standard and has not yet determined whether we will elect the optional expedients.
In August 2020, the FASB issued ASU 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity's Own Equity. This ASU changes how entities account for convertible instruments and contracts in an entity's own equity and simplifies the accounting for convertible instruments by removing certain separation models for convertible instruments. This ASU also modifies the guidance on diluted earnings per share calculations. The amendments are effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. We are currently evaluating the impact of this standard on our condensed consolidated financial statements.
The Company has determined that there have been no other recently adopted or issued accounting standards that had, or will have, a material impact on its condensed consolidated financial statements.
Note 2 — Reorganization Costs
In the first quarter of 2021, the Company committed to an operational plan to reduce overall operating expenses, including the elimination of approximately 110 positions across the Company and certain actions to reduce other ongoing operating expenses, including real estate-related expenses (the “2021 Organizational Realignment”). The actions are designed to streamline operations and structure the Company in a way that will be more agile and aligned around its plan to execute digital and market-specific strategies. The workforce reduction portion of the 2021 Organizational Realignment was substantially completed in the first quarter of 2021 and the Company anticipates related cash expenditures to be substantially paid out by the end of 2021. Costs incurred in the first quarter of 2021 consisted primarily of one-time termination benefits for employee severance and related costs, which are recorded in "Compensation and benefits" on the Condensed Consolidated Statements of Operations. The Company’s estimates are based on a number of assumptions. Actual results may differ materially, and additional charges not currently expected may be incurred in connection with, or as a result of, the 2021 Organizational Realignment.
The following table is a roll-forward of the reorganization costs accrual as of March 31, 2021:
|
|
|
|
|
|
|
|
|
(Amounts in millions)
|
|
2021 Organizational
Realignment
|
Balance at December 31, 2020
|
|
$
|
—
|
|
Expenses
|
|
5.9
|
|
Cash payments
|
|
(4.3)
|
|
|
|
|
Balance at March 31, 2021
|
|
$
|
1.6
|
|
The following table is a summary of the cumulative reorganization costs incurred to date in operating expenses and the estimated remaining reorganization costs to be incurred as of March 31, 2021:
|
|
|
|
|
|
(Amounts in millions)
|
2021 Organizational
Realignment
|
Cumulative reorganization costs incurred to date in operating expenses
|
$
|
5.9
|
|
Estimated additional reorganization costs to be incurred
|
3.8
|
|
Total reorganization costs incurred and to be incurred
|
$
|
9.7
|
|
The following table is a summary of the cumulative reorganization costs incurred to date in operating expenses by reporting segment:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Amounts in millions)
|
|
Global Funds Transfer
|
|
Financial Paper Products
|
|
Total
|
|
|
|
|
|
|
Balance at December 31, 2020
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
First quarter 2021
|
|
5.7
|
|
|
0.2
|
|
|
5.9
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total cumulative reorganization costs incurred to date
|
|
$
|
5.7
|
|
|
$
|
0.2
|
|
|
$
|
5.9
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Note 3 — Settlement Assets and Payment Service Obligations
The Company records payment service obligations relating to amounts payable under money transfers, money orders and consumer payment service arrangements. These obligations are recognized by the Company at the time the underlying transaction occurs. The Company records corresponding settlement assets, which represent funds received or to be received for unsettled money transfers, money orders and consumer payments.
The following table summarizes the amount of settlement assets and payment service obligations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Amounts in millions)
|
|
March 31, 2021
|
|
December 31, 2020
|
Settlement assets:
|
|
|
|
|
Settlement cash and cash equivalents
|
|
$
|
1,846.4
|
|
|
$
|
1,883.2
|
|
Receivables, net
|
|
824.9
|
|
|
825.0
|
|
Interest-bearing investments
|
|
992.3
|
|
|
991.2
|
|
Available-for-sale investments
|
|
3.4
|
|
|
3.5
|
|
Total settlement assets
|
|
$
|
3,667.0
|
|
|
$
|
3,702.9
|
|
|
|
|
|
|
Payment service obligations
|
|
$
|
(3,667.0)
|
|
|
$
|
(3,702.9)
|
|
|
|
|
|
|
Note 4 — Fair Value Measurement
Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability, or the exit price, in an orderly transaction between market participants on the measurement date.
Assets and liabilities that are measured at fair value on a recurring basis:
•Available-for-sale investments — For residential mortgage-backed securities issued by U.S. government agencies, fair value measures are obtained from an independent pricing service. As market quotes are generally not readily available or accessible for these specific securities, the pricing service measures fair value through the use of pricing models utilizing reported market quotes adjusted for observable inputs, such as market prices for comparable securities, spreads, prepayment speeds, yield curves and delinquency rates. Accordingly, these securities are classified as Level 2 financial instruments.
For asset-backed and other securities, which include investments in limited partnerships, market quotes are generally not available. The Company utilizes broker quotes to measure market value, if available. Because the inputs and assumptions that brokers use to develop prices are unobservable, valuations that are based on brokers' quotes are classified as Level 3. Also, the Company uses pricing services that utilize pricing models based on market observable and unobservable data. The observable inputs include quotes for comparable securities, yield curves, default indices, interest rates, historical prepayment speeds and delinquency rates. These pricing models also apply an inactive market adjustment as a significant unobservable input. Accordingly, asset-backed and other securities valued using third-party pricing models are classified as Level 3.
•Derivative financial instruments — Derivatives consist of forward contracts to manage income statement exposure to non-U.S. dollar exchange risk arising from the Company's assets and liabilities denominated in non-U.S. dollar currencies. The Company's forward contracts are well-established products, allowing the use of standardized models with market-based inputs. These models do not contain a high level of subjectivity, and the inputs are readily observable. Accordingly, the Company has classified its forward contracts as Level 2 financial instruments. See Note 6 — Derivative Financial Instruments for additional disclosure on the Company's forward contracts.
The following table summarizes the Company's financial assets and liabilities measured at fair value by hierarchy level on a recurring basis:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Amounts in millions)
|
|
|
|
Level 2
|
|
Level 3
|
|
Total
|
March 31, 2021
|
|
|
|
|
|
|
|
|
Financial assets:
|
|
|
|
|
|
|
|
|
Available-for-sale investments:
|
|
|
|
|
|
|
|
|
Residential mortgage-backed securities
|
|
|
|
$
|
2.8
|
|
|
$
|
—
|
|
|
$
|
2.8
|
|
Asset-backed and other securities
|
|
|
|
—
|
|
|
0.6
|
|
|
0.6
|
|
Forward contracts
|
|
|
|
2.3
|
|
|
—
|
|
|
2.3
|
|
Total financial assets
|
|
|
|
$
|
5.1
|
|
|
$
|
0.6
|
|
|
$
|
5.7
|
|
Financial liabilities:
|
|
|
|
|
|
|
|
|
Forward contracts
|
|
|
|
$
|
0.1
|
|
|
$
|
—
|
|
|
$
|
0.1
|
|
|
|
|
|
|
|
|
|
|
December 31, 2020
|
|
|
|
|
|
|
|
|
Financial assets:
|
|
|
|
|
|
|
|
|
Available-for-sale investments:
|
|
|
|
|
|
|
|
|
Residential mortgage-backed securities
|
|
|
|
$
|
3.0
|
|
|
$
|
—
|
|
|
$
|
3.0
|
|
Asset-backed and other securities
|
|
|
|
—
|
|
|
0.5
|
|
|
0.5
|
|
Forward contracts
|
|
|
|
0.1
|
|
|
—
|
|
|
0.1
|
|
Total financial assets
|
|
|
|
$
|
3.1
|
|
|
$
|
0.5
|
|
|
$
|
3.6
|
|
Financial liabilities:
|
|
|
|
|
|
|
|
|
Forward contracts
|
|
|
|
$
|
2.2
|
|
|
$
|
—
|
|
|
$
|
2.2
|
|
Assets and liabilities that are disclosed at fair value — Debt and interest-bearing investments are carried at amortized cost; however, the Company estimates the fair value of debt for disclosure purposes. The fair value of the first lien credit facility is estimated using an observable market quotation (Level 2). As of March 31, 2021 and December 31, 2020, the fair value of the first lien credit facility was $633.7 million and $635.3 million, respectively, with a carrying value of $633.7 million and $635.3 million, respectively. The fair value of the second lien credit facility is estimated using unobservable market inputs (Level 3), including broker quotes for comparable traded securities and yield curves. As of March 31, 2021 and December 31, 2020, the fair value of the second lien credit facility was $248.8 million and $254.3 million, respectively, with a carrying value of $254.6 million and $254.6 million, respectively.
The carrying amounts for the Company's cash and cash equivalents, settlement cash and cash equivalents, receivables, interest-bearing investments and payment service obligations approximate fair value as of March 31, 2021 and December 31, 2020.
Note 5 — Investment Portfolio
The following table shows the components of the investment portfolio:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Amounts in millions)
|
|
March 31, 2021
|
|
December 31, 2020
|
Cash
|
|
$
|
1,999.2
|
|
|
$
|
2,076.8
|
|
Money market securities
|
|
—
|
|
|
2.5
|
|
|
|
|
|
|
Cash and cash equivalents (1)
|
|
1,999.2
|
|
|
2,079.3
|
|
Interest-bearing investments
|
|
992.3
|
|
|
991.2
|
|
Available-for-sale investments
|
|
3.4
|
|
|
3.5
|
|
Total investment portfolio
|
|
$
|
2,994.9
|
|
|
$
|
3,074.0
|
|
(1) For purposes of the disclosure of the investment portfolio as a whole, the cash and cash equivalents balance includes settlement cash and cash equivalents.
The following table is a summary of the amortized cost and fair value of available-for-sale investments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Amounts in millions)
|
|
Amortized
Cost
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Fair
Value
|
March 31, 2021
|
|
|
|
|
|
|
|
|
Residential mortgage-backed securities
|
|
$
|
2.5
|
|
|
$
|
0.3
|
|
|
$
|
—
|
|
|
$
|
2.8
|
|
Asset-backed and other securities
|
|
—
|
|
|
0.6
|
|
|
—
|
|
|
0.6
|
|
Total
|
|
$
|
2.5
|
|
|
$
|
0.9
|
|
|
$
|
—
|
|
|
$
|
3.4
|
|
|
|
|
|
|
|
|
|
|
December 31, 2020
|
|
|
|
|
|
|
|
|
Residential mortgage-backed securities
|
|
$
|
2.6
|
|
|
$
|
0.4
|
|
|
$
|
—
|
|
|
$
|
3.0
|
|
Asset-backed and other securities
|
|
0.2
|
|
|
0.5
|
|
|
(0.2)
|
|
|
0.5
|
|
Total
|
|
$
|
2.8
|
|
|
$
|
0.9
|
|
|
$
|
(0.2)
|
|
|
$
|
3.5
|
|
As of March 31, 2021 and December 31, 2020, 82% and 86%, respectively, of the fair value of the available-for-sale portfolio were invested in residential mortgage-backed securities issued by U.S. government agencies. These securities have the implicit backing of the U.S. government, and the Company expects to receive full par value upon maturity or pay-down, as well as all interest payments.
Gains and Losses — For the three months ended March 31, 2021 and 2020, the Company had no realized gains or losses.
Contractual Maturities — Actual maturities may differ from contractual maturities as borrowers may have the right to call or prepay obligations, sometimes without call or prepayment penalties. Maturities of residential mortgage-backed and asset-backed and other securities depend on the repayment characteristics and experience of the underlying obligations.
Note 6 — Derivative Financial Instruments
The Company uses forward contracts to manage its non-U.S. dollar needs and non-U.S. dollar exchange risk arising from its assets and liabilities denominated in non-U.S. dollars. While these contracts may mitigate certain non-U.S. dollar risk, they are not designated as hedges for accounting purposes and will result in gains and losses in the Condensed Consolidated Statements of Operations. The Company also reports gains and losses from the spread differential between the rate set for its transactions and the actual cost of currency at the time the Company buys or sells in the open market.
The following net gains (losses) related to assets and liabilities denominated in non-U.S. dollar are included in "Transaction and operations support" in the Condensed Consolidated Statements of Operations and in the "Net cash used in operating activities" line in the Condensed Consolidated Statements of Cash Flows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31,
|
(Amounts in millions)
|
|
|
|
|
|
2021
|
|
2020
|
Net realized non-U.S. dollar loss
|
|
|
|
|
|
$
|
(8.2)
|
|
|
$
|
(3.8)
|
|
Net gain from the related forward contracts
|
|
|
|
|
|
6.6
|
|
|
6.3
|
|
Net (loss) gain from non-U.S. dollar transactions and related forward contracts
|
|
|
|
|
|
$
|
(1.6)
|
|
|
$
|
2.5
|
|
As of March 31, 2021 and December 31, 2020, the Company had $501.5 million and $643.8 million, respectively, of outstanding notional amounts relating to its non-U.S. dollar forward contracts.
As of March 31, 2021 and December 31, 2020, the Company reflects the following fair values of derivative forward contract instruments in its Condensed Consolidated Balance Sheets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross Amount of Recognized Assets
|
|
Gross Amount of Offset
|
|
Net Amount of Assets Presented in the Condensed Consolidated Balance Sheets
|
(Amounts in millions)
|
|
Balance Sheet Location
|
|
March 31, 2021
|
|
December 31, 2020
|
|
March 31, 2021
|
|
December 31, 2020
|
|
March 31, 2021
|
|
December 31, 2020
|
Forward contracts
|
|
"Other assets"
|
|
$
|
4.0
|
|
|
$
|
1.0
|
|
|
$
|
(1.7)
|
|
|
$
|
(0.9)
|
|
|
$
|
2.3
|
|
|
$
|
0.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross Amount of Recognized Liabilities
|
|
Gross Amount of Offset
|
|
Net Amount of Liabilities Presented in the Condensed Consolidated Balance Sheets
|
(Amounts in millions)
|
|
Balance Sheet Location
|
|
March 31, 2021
|
|
December 31, 2020
|
|
March 31, 2021
|
|
December 31, 2020
|
|
March 31, 2021
|
|
December 31, 2020
|
Forward contracts
|
|
"Accounts payable and other liabilities"
|
|
$
|
1.8
|
|
|
$
|
3.1
|
|
|
$
|
(1.7)
|
|
|
$
|
(0.9)
|
|
|
$
|
0.1
|
|
|
$
|
2.2
|
|
The Company's forward contracts are primarily executed with counterparties governed by International Swaps and Derivatives Association agreements that generally include standard netting arrangements. Asset and liability positions from forward contracts and all other non-U.S. dollar exchange transactions with the same counterparty are net settled upon maturity.
The Company is exposed to credit loss in the event of non-performance by counterparties to its derivative contracts. The Company actively monitors its exposure to credit risk through the use of credit approvals and credit limits and by selecting major international banks and financial institutions as counterparties. Collateral generally is not required of the counterparties or of the Company. In the unlikely event the counterparty fails to meet the contractual terms of the derivative contract, the Company's risk is limited to the fair value of the instrument. The Company has not had any historical instances of non-performance by any counterparties, nor does it anticipate any future instances of non-performance.
Note 7 — Debt
The following is a summary of the Company's outstanding debt:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Amounts in millions, except percentages)
|
|
March 31, 2021
|
|
December 31, 2020
|
|
|
|
|
|
7.00% first lien credit facility due 2023
|
|
$
|
633.7
|
|
|
$
|
635.3
|
|
13.00% second lien credit facility due 2024
|
|
254.6
|
|
|
254.6
|
|
Senior secured credit facilities
|
|
888.3
|
|
|
889.9
|
|
Unamortized debt issuance costs and debt discounts
|
|
(29.5)
|
|
|
(32.1)
|
|
Total debt, net
|
|
$
|
858.8
|
|
|
$
|
857.8
|
|
First Lien Credit Agreement and Revolving Credit Facility — The First Lien Credit Agreement provides for (a) a senior secured three-year revolving credit facility that may be used for revolving credit loans, swingline loans and letters of credit up to an aggregate principal amount of $35.0 million, which matures September 30, 2022 (the "First Lien Revolving Credit Facility") and (b) a senior secured four-year term loan facility in an aggregate principal amount of $645.0 million (the "First Lien Term Credit Facility" and together with the First Lien Revolving Credit Facility, the "First Lien Credit Facility").
The First Lien Credit Agreement provides that in the event the Company's cash balance exceeds $130.0 million at the end of any month, the Company would be required to use such excess cash to pay any outstanding obligations to the revolving lenders under our First Lien Revolving Credit Facility, and that the Company may not draw on the First Lien Revolving Credit Facility to the extent that the Company would have a cash balance in excess of $130.0 million after giving effect to such borrowing. As of March 31, 2021, the Company had no borrowings and nominal outstanding letters of credit under the First Lien Revolving Credit Facility.
Second Lien Credit Agreement — The Second Lien Credit Agreement provides for a second lien secured five-year term loan facility in an aggregate principal amount of $245.0 million (the "Second Lien Term Credit Facility" and together with the First Lien Credit Facility, the "Credit Facilities"). Subject to certain conditions and limitations, the Company may elect to pay interest under the Second Lien Term Credit Facility partially in cash and partially in kind. The outstanding principal balance for the Second Lien Credit Agreement is due on the maturity date.
The Credit Facilities are secured by substantially all of the Company's assets and its material domestic subsidiaries that guarantee the payment and performance of the Company's obligations under the Credit Facilities.
Debt Covenants and Other Restrictions — The Credit Facilities contain various limitations that restrict the Company's ability to: incur additional indebtedness; create or incur additional liens; effect mergers and consolidations; make certain acquisitions or investments; sell assets or subsidiary stock; pay dividends and make other restricted payments; and effect loans, advances and certain other transactions with affiliates. In addition, the First Lien Revolving Credit Facility requires the Company and its consolidated subsidiaries (w) to maintain a minimum interest coverage ratio, (x) to maintain a minimum asset coverage ratio, (y) to not exceed a maximum first lien leverage ratio and (z) to not exceed a total leverage ratio. The First Lien Credit Facility requires the Company to not exceed a maximum first lien leverage ratio of 4.00:1.00 and the Second Lien Credit Facility requires the Company to not exceed a maximum secured leverage ratio of 5.50:1.00, commencing September 30, 2019.
The asset coverage covenant contained in the First Lien Credit Agreement requires the aggregate amount of the Company's cash and cash equivalents and other settlement assets to exceed its aggregate payment service obligations. The Company's assets in excess of payment service obligations used for the asset coverage calculation were $152.8 million and $196.1 million as of March 31, 2021 and December 31, 2020, respectively. The table below summarizes the Revolver Financial Covenants Under the First Lien Credit Agreement, the interest coverage, first lien and total leverage ratio covenants, which are calculated based on the four-fiscal quarter period ending on each quarter end through the maturity of the First Lien Credit Facility:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest Coverage Minimum Ratio
|
|
First Lien Leverage Ratio Not to Exceed
|
|
Total Leverage Ratio Not to Exceed
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
January 1, 2021 through maturity
|
|
2.50:1
|
|
3.000:1
|
|
4.500:1
|
As of March 31, 2021, the Company was in compliance with its financial covenants: our interest coverage ratio was 3.161 to 1.00, our first lien leverage ratio was 2.527 to 1.00 and our total leverage ratio was 3.542 to 1.00. We continuously monitor our compliance with our debt covenants.
Note 8 — Pension and Other Benefits
The following table is a summary of net periodic benefit expense for the Company's defined benefit Pension Plan and supplemental executive retirement plans, collectively referred to as "Pension":
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31,
|
|
|
(Amounts in millions)
|
|
2021
|
|
2020
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest cost
|
|
$
|
0.5
|
|
|
$
|
0.8
|
|
|
|
|
|
Expected return on plan assets
|
|
(0.2)
|
|
|
(0.2)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortization of net actuarial loss
|
|
0.6
|
|
|
0.5
|
|
|
|
|
|
Net periodic benefit expense
|
|
$
|
0.9
|
|
|
$
|
1.1
|
|
|
|
|
|
The Company had nominal net periodic benefit expense for the three months ended March 31, 2021 and 2020, respectively for its postretirement medical benefit plan ("Postretirement Benefits"). Net periodic benefit expense for the Pension and Postretirement Benefits is recorded in "Other non-operating expense" in the Condensed Consolidated Statements of Operations.
Note 9 — Stockholders' Deficit
Common Stock — No dividends were paid during the three months ended March 31, 2021 or 2020.
Series D Participating Convertible Preferred Stock (the "D Stock") — In 2011, the Company issued 71,282 shares of D Stock to Goldman Sachs. Each share of D Stock has a liquidation preference of $0.01 and is convertible into 125 shares of common stock. In 2020, Goldman Sachs converted all of its 71,282 shares of D Stock into 8,910,234 shares of common stock with a par value of $0.01 per share. As of March 31, 2021 and December 31, 2020, the Company had 200,000 shares of D Stock with a par value of $0.01 per share, authorized and none issued.
The following table is a summary of changes in the number of shares of the Company’s authorized, issued and outstanding stock as of March 31, 2021:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common Stock
|
|
Treasury
Stock
|
|
|
|
|
|
|
|
Authorized
|
|
Issued
|
|
Outstanding
|
|
December 31, 2020
|
|
|
|
|
|
|
162,500,000
|
|
|
72,530,770
|
|
|
(72,517,539)
|
|
|
13,231
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercise of Ripple Warrants
|
|
|
|
|
|
|
—
|
|
|
5,948,895
|
|
|
(5,948,895)
|
|
|
—
|
|
Release for restricted stock units
|
|
|
|
|
|
|
—
|
|
|
1,793,754
|
|
|
(1,274,964)
|
|
|
518,790
|
|
March 31, 2021
|
|
|
|
|
|
|
162,500,000
|
|
|
80,273,419
|
|
|
(79,741,398)
|
|
|
532,021
|
|
Accumulated Other Comprehensive Loss — The following table is a summary of the significant amounts reclassified out of each component of "Accumulated other comprehensive loss":
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31,
|
|
|
|
|
(Amounts in millions)
|
|
2021
|
|
2020
|
|
|
|
|
|
Statement of Operations Location
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pension and Postretirement Benefits adjustments:
|
|
|
|
|
|
|
|
|
|
|
Amortization of net actuarial loss
|
|
$
|
0.6
|
|
|
$
|
0.5
|
|
|
|
|
|
|
"Other non-operating expense"
|
|
|
|
|
|
|
|
|
|
|
|
Total before tax
|
|
0.6
|
|
|
0.5
|
|
|
|
|
|
|
|
Tax benefit, net
|
|
(0.1)
|
|
|
(0.1)
|
|
|
|
|
|
|
|
Total reclassified for the period, net of tax
|
|
$
|
0.5
|
|
|
$
|
0.4
|
|
|
|
|
|
|
|
The following table is a summary of the changes to Accumulated other comprehensive loss by component:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Amounts in millions)
|
|
Net Unrealized Gains on Securities Classified as Available-for-sale, Net of Tax
|
|
Cumulative non-U.S. dollar Translation Adjustments, Net of Tax
|
|
Pension and Postretirement Benefits Adjustment, Net of Tax
|
|
Total
|
January 1, 2021
|
|
$
|
1.2
|
|
|
$
|
(20.9)
|
|
|
$
|
(38.7)
|
|
|
$
|
(58.4)
|
|
Other comprehensive loss before reclassification
|
|
0.3
|
|
|
(5.8)
|
|
|
—
|
|
|
(5.5)
|
|
Amounts reclassified from accumulated other comprehensive loss
|
|
—
|
|
|
—
|
|
|
0.5
|
|
|
0.5
|
|
Net current period other comprehensive loss
|
|
0.3
|
|
|
(5.8)
|
|
|
0.5
|
|
|
(5.0)
|
|
March 31, 2021
|
|
$
|
1.5
|
|
|
$
|
(26.7)
|
|
|
$
|
(38.2)
|
|
|
$
|
(63.4)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Amounts in millions)
|
|
Net Unrealized Gains on Securities Classified as Available-for-sale, Net of Tax
|
|
Cumulative non-U.S. dollar Translation Adjustments, Net of Tax
|
|
Pension and Postretirement Benefits Adjustment, Net of Tax
|
|
Total
|
January 1, 2020
|
|
$
|
1.6
|
|
|
$
|
(28.1)
|
|
|
$
|
(37.0)
|
|
|
$
|
(63.5)
|
|
|
|
|
|
|
|
|
|
|
Other comprehensive loss before reclassification
|
|
—
|
|
|
(7.2)
|
|
|
—
|
|
|
(7.2)
|
|
Amounts reclassified from accumulated other comprehensive loss
|
|
—
|
|
|
—
|
|
|
0.4
|
|
|
0.4
|
|
Net current period other comprehensive loss
|
|
—
|
|
|
(7.2)
|
|
|
0.4
|
|
|
(6.8)
|
|
March 31, 2020
|
|
$
|
1.6
|
|
|
$
|
(35.3)
|
|
|
$
|
(36.6)
|
|
|
$
|
(70.3)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Note 10 — Stock-Based Compensation
The following table is a summary of the Company's stock-based compensation expense:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31,
|
(Amounts in millions)
|
|
|
|
|
|
2021
|
|
2020
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock-based compensation expense
|
|
|
|
|
|
$
|
1.8
|
|
|
$
|
2.0
|
|
Stock Options — The following table is a summary of the Company's stock option activity:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares
|
|
Weighted-
Average
Exercise
Price
|
|
Weighted-
Average
Remaining
Contractual
Term
|
|
Aggregate
Intrinsic
Value
($000,000)
|
Options outstanding at December 31, 2020
|
|
277,962
|
|
|
$
|
19.58
|
|
|
1.8 years
|
|
$
|
—
|
|
Forfeited/Expired
|
|
(8,751)
|
|
|
17.17
|
|
|
|
|
|
Options outstanding, vested or expected to vest,
and exercisable at March 31, 2021
|
|
269,211
|
|
|
$
|
19.66
|
|
|
1.6 years
|
|
$
|
—
|
|
As of March 31, 2021, the Company had no unrecognized stock option expense related to outstanding options.
Restricted Stock Units — On February 24, 2021, the Company granted time-based and performance-based restricted stock units. The time-based restricted stock units vest in three equal installments on each anniversary of the grant date. The performance-based restricted stock units are subject to performance conditions and a one-year performance period. When and if the conditions are satisfied at the end of the one-year performance period, vesting of the performance-based restricted stock units are subject only to the passage of time and vest in three equal installments on each anniversary of the grant date.
The following table is a summary of the Company's restricted stock unit activity:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
Shares
|
|
Weighted-Average Grant-Date Fair Value
|
|
Weighted-Average Remaining Contractual Term
|
|
Aggregate Intrinsic Value ($000,000)
|
Restricted stock units outstanding at December 31, 2020
|
|
5,158,235
|
|
|
$
|
2.62
|
|
|
0.95 years
|
|
$
|
28.2
|
|
Granted
|
|
1,495,575
|
|
|
5.49
|
|
|
|
|
|
Vested and converted to shares
|
|
(1,795,796)
|
|
|
3.31
|
|
|
|
|
|
Forfeited
|
|
(546,259)
|
|
|
2.29
|
|
|
|
|
|
Restricted stock units outstanding at March 31, 2021
|
|
4,311,755
|
|
|
$
|
3.36
|
|
|
1.42 years
|
|
$
|
28.3
|
|
Restricted stock units vested and deferred at March 31, 2021
|
|
215,021
|
|
|
$
|
3.37
|
|
|
|
|
$
|
1.4
|
|
The following table is a summary of the Company's restricted stock unit compensation information:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31,
|
(Amounts in millions)
|
|
|
|
|
|
2021
|
|
2020
|
Weighted-average grant-date fair value of restricted stock units vested during the period
|
|
|
|
|
|
$
|
5.9
|
|
|
$
|
6.9
|
|
Total intrinsic value of vested and converted shares
|
|
|
|
|
|
$
|
12.4
|
|
|
$
|
2.5
|
|
As of March 31, 2021, the Company's outstanding restricted stock units had unrecognized compensation expense of $12.6 million with a remaining weighted-average vesting period of 1.9 years.
Note 11 — Income Taxes
For the three months ended March 31, 2021, the Company recognized an income tax expense of $0.5 million on a pre-tax loss of $14.9 million primarily due to non-deductible expenses, foreign taxes net of federal income tax benefits, an increase in valuation allowance, U.S. taxation of foreign earnings and state taxes, all of which were partially offset by U.S. general business credits and recognition of excess tax benefits on share-based compensation.
Unrecognized tax benefits are recorded in "Accounts payable and other liabilities" in the Condensed Consolidated Balance Sheets. As of March 31, 2021 and December 31, 2020, the liability for unrecognized tax benefits was $19.7 million for both periods, exclusive of interest and penalties. The total amount of unrecognized tax benefits that, if recognized, would affect the effective tax rate was $19.7 million as of March 31, 2021. The Company accrues interest and penalties for unrecognized tax benefits through "Income tax (benefit) expense" in the Condensed Consolidated Statements of Operations. For the three months ended March 31, 2021 and 2020, the Company's accrual for interest and penalties increased by $0.2 million and $0.3 million, respectively. As of March 31, 2021 and December 31, 2020, the Company had a liability of $9.6 million and $9.4 million, respectively, for accrued interest and penalties within "Accounts payable and other liabilities." As a result of the Company's litigation related to its securities losses discussed in more detail in Note 12 — Commitments and Contingencies, it is possible that there could be a significant decrease to the total amount of unrecognized tax benefits over the next 12 months. However, as of March 31, 2021, it is not possible to reasonably estimate the expected change to the total amount of unrecognized tax positions over the next 12 months.
Note 12 — Commitments and Contingencies
Letters of Credit — At March 31, 2021, the Company had no borrowings and nominal outstanding letters of credit under the First Lien Revolving Credit Facility.
Legal Proceedings — The matters set forth below are subject to uncertainties and outcomes that are not predictable. The Company accrues for these matters as any resulting losses become probable and can be reasonably estimated. Further, the Company maintains insurance coverage for many claims and litigation matters. In relation to various legal matters, including those described below, the Company had $57.0 million of liability recorded in "Accounts payable and other liabilities" in the Condensed Consolidated Balance Sheets as of March 31, 2021 and December 31, 2020. For the three months ended March 31, 2021 and 2020, a nominal charge was recorded for legal proceedings in "Transaction and operations support" in the Condensed Consolidated Statements of Operations.
Litigation Commenced Against the Company:
Class Action Securities Litigation — On November 14, 2018, a putative securities class action lawsuit was filed in the United States District Court for the Northern District of Illinois against MoneyGram and certain of its executive officers. The lawsuit asserts claims under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 and alleges that MoneyGram made material misrepresentations regarding its compliance with the stipulated order for permanent injunction and final judgment that MoneyGram entered into with the Federal Trade Commission ("FTC") in October 2009 and with the deferred prosecution agreement (the "DPA") that MoneyGram entered into with the U.S. Attorney’s Office for the Middle District of Pennsylvania and the U.S. Department of Justice in November 2012. The lawsuit seeks unspecified damages, equitable relief, interest and costs and attorneys' fees. The Company believes the case is without merit and is vigorously defending this matter. We are unable to predict the outcome, or the possible loss or range of loss, if any, related to this matter.
Shareholder Derivative Litigation — On February 19 and 20, 2019, two virtually identical shareholder derivative lawsuits were filed in the United States District Court for the Northern District of Texas. The suits, which were consolidated, purport to assert claims derivatively on behalf of MoneyGram against MoneyGram’s directors and certain of its executive officers for violations of Sections 10(b), 14(a) and 20(a) of the Securities Exchange Act of 1934 and for common-law breach of fiduciary duty and unjust enrichment. The complaints asserted that the individual defendants caused MoneyGram to make material misstatements regarding MoneyGram's compliance with the stipulated order and DPA described below and breached their fiduciary duties in connection with MoneyGram's compliance programs. The lawsuit sought unspecified damages, equitable relief, interest and costs and attorneys' fees. On February 24, 2020, the United States District for the Northern District of Texas entered an agreed final judgment dismissing the consolidated case. On December 28, 2019, another MoneyGram shareholder filed a putative derivative action suit in the Court of Chancery of the State of Delaware, New Castle County, against certain of MoneyGram's officers and directors. The Delaware suit asserts claims for breach of fiduciary duty and other common law theories and seeks unspecified damages on behalf of MoneyGram based on allegations that the individual defendants failed to take appropriate actions to prevent or remedy noncompliance with the stipulated order and DPA described below. On December 31, 2020, the Court of Chancery granted the motion to dismiss filed by MoneyGram and the individual defendants, holding that the complaint failed to plead particularized facts showing a substantial likelihood that MoneyGram’s directors acted in bad faith. The Court of Chancery entered a judgment of dismissal with prejudice on January 25, 2021. No appeal has been filed.
Books and Records Requests — The Company has received multiple requests from various putative shareholders for inspection of books and records pursuant to Section 220 of the Delaware General Corporation Law relating to the subject matter of the putative class and derivative lawsuits described in the preceding paragraphs. On February 26, 2019, two of these shareholders filed a petition in the Delaware Court of Chancery to compel MoneyGram to produce books and records in accordance with their request but have since dismissed their action. We are unable to predict the outcome, or the possible loss or range of loss, if any, related to these matters.
Class Action Securities Litigation Relating to XRP Cryptocurrency — On March 1, 2021, a putative securities class action lawsuit was filed in the United States District Court for the Central District of California against MoneyGram and certain of its executive officers. A second substantially similar putative class action was filed March 10, 2021 in the same court. The lawsuits assert claims under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 and allege that MoneyGram made material misrepresentations regarding its business relationship with Ripple Labs, Inc. (“Ripple”) and MoneyGram’s use of Ripple’s XRP cryptocurrency. The lawsuits seek unspecified damages, equitable relief, interest and costs and attorneys' fees. On April 8, 2021, by agreement of the parties, the court consolidated the two lawsuits and transferred the consolidated action to the United States District Court for the Northern District of Texas, where the case remains pending. The Company believes the case is without merit and is vigorously defending this matter. We are unable to predict the outcome, or the possible loss or range of loss, if any, related to this matter.
It is possible that additional shareholder lawsuits could be filed relating to the subject matter of the above class actions, derivative actions and Section 220 requests.
Other Matters — The Company is involved in various other claims and litigation that arise from time to time in the ordinary course of the Company's business. Management does not believe that after final disposition any of these matters is likely to have a material adverse impact on the Company's financial condition, results of operations or cash flows.
Government Investigations:
OFAC — In 2015, we initiated an internal investigation to identify any payments processed by the Company that were violations of the U.S. Department of the Treasury's Office of Foreign Assets Control ("OFAC") sanctions regulations. We notified OFAC of the internal investigation, which was conducted in conjunction with the Company's outside counsel. On March 28, 2017, we filed a Voluntary Self-Disclosure with OFAC regarding the findings of our internal investigation. On April 21, 2021, the Company entered into a settlement agreement with OFAC to settle all pending matters, which included a nominal payment by the Company to OFAC. In assessing this nominal penalty, OFAC acknowledged several mitigating factors
including that MoneyGram discovered and voluntarily disclosed the apparent violations as part of its ongoing efforts to improve its compliance program, MoneyGram’s remedial actions, significant investments in compliance-related functions and MoneyGram’s cooperation with OFAC’s investigation.
Deferred Prosecution Agreement — In November 2012, we announced that a settlement was reached with the U.S. Attorney's Office for the Middle District of Pennsylvania (the "MDPA") and the U.S. Department of Justice, Criminal Division, Money Laundering and Asset Recovery Section (the "U.S. DOJ") relating to the previously disclosed investigation of transactions involving certain of our U.S. and Canadian agents, as well as fraud complaint data and the consumer anti-fraud program, during the period from 2003 to early 2009. In connection with this settlement, we entered into the DPA with the MDPA and U.S. DOJ (collectively, the "Government") dated November 9, 2012.
On November 1, 2017, the Company agreed to a stipulation with the Government that the five-year term of the Company's DPA be extended for 90 days to February 6, 2018. Between January 31, 2018 and September 14, 2018, the Company agreed to enter into various extensions of the DPA with the Government, with the last extension ending on November 6, 2018. Each extension of the DPA extended all terms of the DPA, including the term of the monitorship for an equivalent period. The purpose of the extensions was to provide the Company and the Government additional time to discuss whether the Company was in compliance with the DPA.
On November 8, 2018, the Company announced that it entered into (1) an Amendment to and Extension of Deferred Prosecution Agreement (the "Amended DPA") with the Government and (2) a Stipulated Order for Compensatory Relief and Modified Order for Permanent Injunction (the "Consent Order") with the FTC. The motions underlying the Amended DPA and Consent Order focus primarily on the Company's anti-fraud and anti-money laundering programs, including whether the Company had adequate controls to prevent third parties from using its systems to commit fraud. The Amended DPA amended and extended the original DPA entered into on November 9, 2012 by and between the Company and the Government. The DPA, Amended DPA and Consent Order are collectively referred to herein as the "Agreements." On February 25, 2020, the Company entered into an Amendment to and Extension of the DPA Agreement which extended the due date to November 8, 2020 for the final $55.0 million payment due to the Government pursuant to the Amended DPA. On July 24, 2020, the Company entered into the Second Amendment to the Amendment to and Extension of the Deferred Prosecution Agreement which further extended the due date of the $55.0 million payment to May 9, 2021 and also reduced the frequency of the reporting requirements under the Amended DPA from monthly to quarterly.
Under the Agreements, as amended, the Company agreed to, among other things, (1) pay an aggregate amount of $125.0 million to the Government, of which $70.0 million was paid in November 2018 and the remaining $55.0 million was paid in April 2021, and is to be made available by the Government to reimburse consumers who were the victims of third-party fraud conducted through the Company's money transfer services and (2) continue to retain an independent compliance monitor until May 10, 2021 to review and assess actions taken by the Company under the Agreements to further enhance its compliance program. No separate payment to the FTC is required under the Agreements. If the Company fails to comply with the Agreements, it could face criminal prosecution, civil litigation, significant fines, damage awards or regulatory consequences which could have a material adverse effect on the Company's business, financial condition, results of operations and cash flows.
On May 4, 2021, the Company, along with the Government filed the Joint Status Report with the United States District Court for the Middle District of Pennsylvania regarding the status of the DPA, as amended, previously entered into among the parties.
In the Joint Status Report, the parties confirmed that MoneyGram has satisfied its financial obligations under the DPA and that, pursuant to the terms of the DPA, the independent compliance monitor has certified to MoneyGram and the Government that MoneyGram’s anti-fraud and anti-money laundering compliance program, including its policies and procedures, are reasonably designed and implemented to detect and prevent fraud and money laundering and to comply with the Bank Secrecy Act.
In addition, the Joint Status Report states that on May 10, 2021, MoneyGram, through its Chief Executive Officer and Chief Compliance Officer, intends to certify to the United States that the Company has fulfilled its obligations under the DPA, and that after the United States receives the required certifications from MoneyGram, and provided that the Company has otherwise complied with the DPA, the Government will move to dismiss the matter underlying the DPA within 45 days of May 10, 2021.
NYDFS — On June 22, 2018, the Company received a request for production of documents from the New York Department of Financial Services (the "NYDFS") related to the subject of the DPA and FTC matters described above. This request followed previous inquiries by the NYDFS regarding certain of our New York based agents. Following the June 22, 2018 request for production, the Company received and responded to several inquiries from the NYDFS related to this matter and has met with the NYDFS to discuss the matter. The NYDFS did not indicate what, if any, action it intended to take in connection with this matter, although it is possible that it could seek additional information, initiate civil litigation and/or seek to impose fines, damages or other regulatory consequences, any or all of which could have an adverse effect on the Company's business, financial condition, results of operations and cash flows. The Company is unable to predict the outcome, or the possible loss or range of loss, if any, that could be associated with this matter.
CFPB — On February 12, 2020, the Company received a Report of Examination ("ROE") from the Consumer Financial Protection Bureau ("CFPB") stating that previous findings from a 2019 exam were not remediated, and the matter would be referred to its Enforcement Unit. On March 18, 2020, the Company received a Civil Investigative Demand ("CID") from the CFPB's Enforcement Unit. On June 11, 2020, the Company provided a timely response to the ROE describing the remedial actions taken and that the findings have been substantially remediated. On August 21, 2020, the Company completed its production in response to the CID. On February 25, 2021, the CFPB provided MoneyGram with a Notice and Opportunity to Respond and Advise (“NORA”) letter, documenting the CFPB’s intent to take legal action against MoneyGram based on four alleged violations under the Remittance Rule, the Electronic Fund Transfer Act and the Consumer Financial Protection Act. MoneyGram provided the CFPB with its written response to the NORA letter on March 17, 2021. At this time, it is not possible to determine the outcome of this matter, or the significance, if any, to our business, financial condition or results of operations.
Other Matters — The Company is involved in various other government inquiries and other matters that arise from time to time. Management does not believe that after final disposition any of these other matters is likely to have a material adverse impact on the Company’s financial condition, results of operations or cash flows.
Actions Commenced by the Company:
Tax Litigation — The IRS completed its examination of the Company's consolidated income tax returns through 2013 and issued Notices of Deficiency for 2005-2007 and 2009, and an Examination Report for 2008. The Notices of Deficiency and Examination Report disallow, among other items, approximately $900.0 million of ordinary deductions on securities losses in the 2007, 2008 and 2009 tax returns. In May 2012 and December 2012, the Company filed petitions in the U.S. Tax Court ("Tax Court") challenging the 2005-2007 and 2009 Notices of Deficiency, respectively. In 2013, the Company reached a partial settlement with the IRS allowing ordinary loss treatment on $186.9 million of deductions in dispute. In January 2015, the Tax Court granted the IRS's motion for summary judgment upholding the remaining adjustments in the Notices of Deficiency. The Company filed a notice of appeal with the Tax Court on July 27, 2015 for an appeal to the U.S. Court of Appeals for the Fifth Circuit ("Fifth Circuit"). Oral arguments were held before the Fifth Circuit on June 7, 2016, and on November 15, 2016, the Fifth Circuit vacated the Tax Court’s decision and remanded the case to the Tax Court for further proceedings. The Company filed a motion for summary judgment in the Tax Court on May 31, 2017. On August 23, 2017, the IRS filed a motion for summary judgment and its response to the Company’s motion for summary judgment. The Tax Court directed the parties to agree to a joint stipulation of facts, which the parties filed with the court. Each party filed updated memorandums in support of its motions for summary judgment in the Tax Court. The Tax Court held oral arguments on this matter on September 9, 2019 and the Tax Court issued an opinion on December 3, 2019 denying the Company’s motion for summary judgment. MoneyGram disagrees with many of the U.S. Tax Court's findings and filed a Notice of Appeal to the Fifth Circuit on February 21, 2020. The matter is currently pending in the Fifth Circuit and oral arguments were held before a Fifth Circuit panel of judges on March 1, 2021.
Although the Company believes that it has substantive tax law arguments in favor of its position and has appealed the ruling, the reassessment resulted in the Company determining that it is no longer more likely than not that its existing position will be sustained. Accordingly, the Company re-characterized certain deductions relating to securities losses to be capital in nature, rather than ordinary. The Company recorded a full valuation allowance against these losses in the quarter ended March 31, 2015. This change increased "Income tax expense" in the Condensed Consolidated Statements of Operations in the quarter ended March 31, 2015 by $63.7 million. During 2015, the Company made payments to the IRS of $61.0 million for federal tax payments and associated interest related to the matter. The November 2016 Fifth Circuit decision to remand the case back to the Tax Court did not change the Company’s assessment regarding the likelihood of whether these deductions would ultimately be sustained. Accordingly, no change in the valuation allowance was made for this matter as of March 31, 2021.
Pending the ultimate outcome of the Tax Court proceeding, the Company may be required to file amended state returns and make additional cash payments up to $21.4 million for various state taxes on amounts that have previously been accrued. The Company filed a Notice of Appeal to the Fifth Circuit on February 21, 2020, and has not yet received a decision on the matter.
Note 13 — Loss Per Common Share
For all periods in which they are outstanding, the shares of D Stock and the second lien warrants are included in the weighted-average number of common shares outstanding utilized to calculate basic earnings per common share because the shares of D Stock are deemed a common stock equivalent and the second lien warrants are considered outstanding common shares.
The following table summarizes the weighted-average share amounts used in calculating loss per common share:
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|
|
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|
|
|
|
|
|
|
|
Three Months Ended March 31,
|
(Amounts in millions)
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|
|
|
|
|
2021
|
|
2020
|
Basic and diluted common shares outstanding
|
|
|
|
|
|
79.6
|
|
|
77.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
Potential common shares issuable to employees upon exercise or conversion of shares under the Company's stock-based compensation plans and upon exercise of the Ripple Warrants (as defined below) 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 available to common stockholders. Stock options are anti-dilutive when the exercise price of these instruments is greater than the average market price of the Company's common stock for the period, regardless of whether the Company is in a period of net loss available to common shareholders.
The following table summarizes the weighted-average potential common shares excluded from diluted loss per common share as their effect would be anti-dilutive:
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|
|
|
|
|
|
Three Months Ended March 31,
|
(Amounts in millions)
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|
|
|
|
|
2021
|
|
2020
|
Shares related to stock options
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|
|
|
|
|
0.3
|
|
|
0.4
|
|
Shares related to restricted stock units
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|
|
|
|
|
4.8
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|
|
2.8
|
|
Shares related to Ripple Warrants
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|
|
|
|
|
4.3
|
|
|
6.0
|
|
Shares excluded from the computation
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|
|
|
|
|
9.4
|
|
|
9.2
|
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Note 14 — Segment Information
The Company's reporting segments are primarily organized based on the nature of products and services offered and the type of consumer served. The Company has two reporting segments: Global Funds Transfer and Financial Paper Products. See Note 1 — Description of the Business and Basis of Presentation for further discussion on our segments. Walmart Inc. ("Walmart") is our only agent, for both the Global Funds Transfer segment and the Financial Paper Products segment, that accounts for more than 10% of total revenue. For the three months ended March 31, 2021 and 2020, Walmart accounted for 12% and 14%, respectively, of total revenue.
The following table is a summary of the total revenue by segment:
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|
|
Three Months Ended March 31,
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(Amounts in millions)
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|
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|
|
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2021
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|
2020
|
Global Funds Transfer revenue
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|
|
|
|
|
|
|
|
Money transfer revenue
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|
|
|
|
|
$
|
285.4
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|
|
$
|
255.9
|
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Bill payment revenue
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|
|
|
|
|
10.8
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|
|
13.4
|
|
Total Global Funds Transfer revenue
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|
|
|
|
296.2
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|
|
269.3
|
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Financial Paper Products revenue
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|
|
|
|
|
|
|
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Money order revenue
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|
|
|
|
|
10.4
|
|
|
12.1
|
|
Official check revenue
|
|
|
|
|
|
3.5
|
|
|
9.5
|
|
Total Financial Paper Products revenue
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|
|
|
|
|
13.9
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|
|
21.6
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Total revenue
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|
|
|
|
|
$
|
310.1
|
|
|
$
|
290.9
|
|
The following table is a summary of the gross profit by segment:
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|
|
|
|
|
|
|
|
Three Months Ended March 31,
|
(Amounts in millions)
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|
|
|
|
2021
|
|
2020
|
Global Funds Transfer gross profit
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|
|
|
|
$
|
131.1
|
|
|
$
|
118.0
|
|
Financial Paper Products gross profit
|
|
|
|
|
13.7
|
|
|
18.5
|
|
Total gross profit
|
|
|
|
|
$
|
144.8
|
|
|
$
|
136.5
|
|
The following table is a summary of the operating income by segment and detail of the loss before income taxes:
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|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31,
|
(Amounts in millions)
|
|
|
|
|
2021
|
|
2020
|
Global Funds Transfer operating income
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|
|
|
|
$
|
6.0
|
|
|
$
|
6.7
|
|
Financial Paper Products operating income
|
|
|
|
|
2.5
|
|
|
7.0
|
|
Total segment operating income
|
|
|
|
|
8.5
|
|
|
13.7
|
|
Other operating loss
|
|
|
|
|
(0.1)
|
|
|
(0.6)
|
|
Total operating income
|
|
|
|
|
8.4
|
|
|
13.1
|
|
Interest expense
|
|
|
|
|
22.3
|
|
|
23.8
|
|
Other non-operating expense
|
|
|
|
|
1.0
|
|
|
1.1
|
|
Loss before income taxes
|
|
|
|
|
$
|
(14.9)
|
|
|
$
|
(11.8)
|
|
The following table sets forth assets by segment:
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|
|
|
|
|
|
|
|
|
|
(Amounts in millions)
|
|
March 31, 2021
|
|
December 31, 2020
|
Global Funds Transfer
|
|
$
|
1,370.7
|
|
|
$
|
1,397.2
|
|
Financial Paper Products
|
|
3,182.5
|
|
|
3,247.4
|
|
Other
|
|
34.4
|
|
|
29.5
|
|
Total assets
|
|
$
|
4,587.6
|
|
|
$
|
4,674.1
|
|
Note 15 — Revenue Recognition
The following table is a summary of the Company's revenue streams disaggregated by services and products for each segment and timing of revenue recognition for such services and products excluding other revenue:
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31,
|
(Amounts in millions)
|
|
|
|
|
|
2021
|
|
2020
|
Global Funds Transfer revenue
|
|
|
|
|
|
|
|
|
Money transfer fee revenue
|
|
|
|
|
|
$
|
279.2
|
|
|
$
|
251.5
|
|
Bill payment services fee revenue
|
|
|
|
|
|
10.8
|
|
|
13.4
|
|
Other revenue
|
|
|
|
|
|
6.2
|
|
|
4.4
|
|
Total Global Funds Transfer fee and other revenue
|
|
|
|
|
|
296.2
|
|
|
269.3
|
|
Financial Paper Products revenue
|
|
|
|
|
|
|
|
|
Money order fee revenue
|
|
|
|
|
|
1.7
|
|
|
2.0
|
|
Official check outsourcing services fee revenue
|
|
|
|
|
|
1.8
|
|
|
2.0
|
|
Other revenue
|
|
|
|
|
|
8.4
|
|
|
7.5
|
|
Total Financial Paper Products fee and other revenue
|
|
|
|
|
|
11.9
|
|
|
11.5
|
|
Investment revenue
|
|
|
|
|
|
2.0
|
|
|
10.1
|
|
Total revenue
|
|
|
|
|
|
$
|
310.1
|
|
|
$
|
290.9
|
|
|
|
|
|
|
|
|
|
|
Timing of revenue recognition:
|
|
|
|
|
|
|
|
|
Services and products transferred at a point in time
|
|
|
|
|
|
$
|
291.7
|
|
|
$
|
266.9
|
|
Products transferred over time
|
|
|
|
|
|
1.8
|
|
|
2.0
|
|
Total revenue from services and products
|
|
|
|
|
|
293.5
|
|
|
268.9
|
|
Investment revenue
|
|
|
|
|
|
2.0
|
|
|
10.1
|
|
Other revenue
|
|
|
|
|
|
14.6
|
|
|
11.9
|
|
Total revenue
|
|
|
|
|
|
$
|
310.1
|
|
|
$
|
290.9
|
|
Due to the short-term nature of the Company's services and products, the amount of contract assets and liabilities on the Condensed Consolidated Balance Sheets as of March 31, 2021 and December 31, 2020, is negligible. Assets for unsettled money transfers, money orders and consumer payments are included in "Settlement assets" with a corresponding liability
Note 16 — Related Parties
On March 7, 2021, the Company and Ripple signed an agreement to terminate, effective immediately, the commercial agreement between the parties that was originally entered into in June of 2019. The Company had ceased transacting under the commercial agreement in early December 2020. The Company did not resume transacting under the commercial agreement from that period through the termination date and as such, will not receive any market development fees in 2021.
Note 17 — Subsequent Events
DPA — On May 4, 2021, the Company, along with the Government filed a Joint Status Report (the “Joint Status Report”) with the United States District Court for the Middle District of Pennsylvania regarding the status of the DPA, as amended, previously entered into among the parties.
In the Joint Status Report, the parties confirmed that MoneyGram has satisfied its financial obligations under the DPA and that, pursuant to the terms of the DPA, the independent compliance monitor has certified to MoneyGram and the Government that MoneyGram’s anti-fraud and anti-money laundering compliance program, including its policies and procedures, are reasonably designed and implemented to detect and prevent fraud and money laundering and to comply with the Bank Secrecy Act.
In addition, the Joint Status Report states that on May 10, 2021, MoneyGram, through its Chief Executive Officer and Chief Compliance Officer, intends to certify to the United States that the Company has fulfilled its obligations under the DPA, and that after the United States receives the required certifications from MoneyGram, and provided that the Company has otherwise complied with the DPA, the Government will move to dismiss the matter underlying the DPA within 45 days of May 10, 2021.
OFAC — On April 21, 2021, the Company entered into a settlement agreement with OFAC to settle all pending matters, which included a nominal payment by the Company to OFAC. In assessing this nominal penalty, OFAC acknowledged several mitigating factors including that MoneyGram discovered and voluntarily disclosed the apparent violations as part of its ongoing efforts to improve its compliance program, MoneyGram’s remedial actions, significant investments in compliance-related functions, and MoneyGram’s cooperation with OFAC’s investigation.