| 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, | |||||
| Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from to . | |||||
Commission File Number: 001-31950
MONEYGRAM INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 16-1690064 | |||||||
| (State or other jurisdiction of | ||||||||
| incorporation or organization) | (I.R.S. Employer Identification No.) | |||||||
2828 N. Harwood St., 15th Floor, Dallas, Texas | 75201 | |||||||
| (Address of principal executive offices) | (Zip Code) | |||||||
(214) 999-7552
Securities Registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
| Common stock, $0.01 par value | MGI | The NASDAQ Stock Market LLC | ||||||
| Preferred Stock Purchase Rights | N/A | The NASDAQ Stock Market LLC | ||||||
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 þ
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes ¨ No þ
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 þ No ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files). Yes þ 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 emerging growth company. See the definitions of “large"large accelerated filer,” “accelerated" "accelerated filer,” “smaller" "smaller reporting company,”" and “emerging"emerging growth company”company" in Rule 12b-2 of the Exchange Act. (Check one):
| Large accelerated filer | ¨ | Accelerated filer | þ | |||||||||||||||||
| Non-accelerated filer | ¨ | Smaller 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. ☑
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨☐ No þ
The aggregate market value of voting and nonvotingthe registrant's common stock held by non-affiliates of the registrant, computed by reference to the last sales price as reported on the NASDAQ Stock Market LLC as of June 28, 2019,30, 2020, the last business day of the registrant’sregistrant's most recently completed second fiscal quarter, was $90.4$197.8 million.
DOCUMENTS INCORPORATED BY REFERENCE
Certain information required by Part III of this report is incorporated by reference from the registrant’sregistrant's definitive proxy statement for the 20202021 Annual Meeting of Stockholders.Stockholders to be filed with the Securities and Exchange Commission.
| TABLE OF CONTENTS | ||||||||
| Page | ||||||||
| PART 1. | ||||||||
| Item 1. | ||||||||
| Item 1A. | ||||||||
| Item 1B. | ||||||||
| Item 2. | ||||||||
| Item 3. | ||||||||
| Item 4. | ||||||||
| PART II. | ||||||||
| Item 5. | ||||||||
| Item 6. | ||||||||
| Item 7. | ||||||||
| Item 7A. | ||||||||
| Item 8. | ||||||||
| Item 9. | ||||||||
| Item 9A. | ||||||||
| Item 9B. | ||||||||
| PART III. | ||||||||
| Item 10. | ||||||||
| Item 11. | ||||||||
| Item 12. | ||||||||
| Item 13. | ||||||||
| Item 14. | ||||||||
| PART IV. | ||||||||
| Item 15. | ||||||||
| Item 16. | ||||||||
GLOSSARY OF TERMS
This glossary highlights some of the terms used in the Annual Report on Form 10-K ("2020 Form 10-K") and is not a complete list of all the defined terms used herein.
| Abbreviation | Term | |||||||
| Amended DPA | Amendment to and Extension of Deferred Prosecution Agreement | |||||||
| API | Application Programming Interface | |||||||
| CFPB | Bureau of Consumer Financial Protection was created by the Dodd-Frank Act to issue and enforce consumer protection initiatives governing financial products and services, including money transfer services, in the U.S. | |||||||
| CID | Civil Investigative Demand | |||||||
| Consent Order | Stipulated Order for Compensatory Relief and Modified Order for Permanent Injunction | |||||||
| Corridor | With regard to a money transfer transaction, the originating "send" location and the designated "receive" location are referred to as a corridor | |||||||
| Corridor Mix | Relative impact of increases or decreases in money transfer transaction volume in each corridor versus the comparative prior period | |||||||
| COVID-19 | Coronavirus disease | |||||||
| Digital Channel | Transactions in which either the send transaction, receive transaction or both occur through one of the Company's digital properties such as moneygram.com, the native mobile application or virtual agents | |||||||
| Dodd-Frank Act | Dodd-Frank Wall Street Reform and Consumer Protection Act | |||||||
| DPA | Deferred Prosecution Agreement | |||||||
| Face Value | Principal amount of each completed transaction, excluding any transaction fees | |||||||
| FCPA | Foreign Corrupt Practices Act | |||||||
| Fitch | Fitch Ratings, Inc. | |||||||
| FTC | Federal Trade Commission | |||||||
| IRS | Internal Revenue Service | |||||||
| LIBOR | London Interbank Offered Rate | |||||||
| MDPA | U.S. Attorney's Office for the Middle District of Pennsylvania | |||||||
| MGO | MoneyGram Online | |||||||
| Moody's | Moody's Investor Service | |||||||
| MPSI | MoneyGram Payment Systems, Inc. | |||||||
| Non-U.S. dollar | The impact of non-U.S. dollar exchange rate fluctuations on the Company's financial results is typically calculated as the difference between current period activity translated using the current period's exchange rates and the comparable prior-year period's exchange rates; this method is used to calculate the impact of changes in non-U.S. dollar exchange rates on revenues, commissions and other operating expenses for all countries where the functional currency is not the U.S. dollar. | |||||||
| NYDFS | New York Department of Financial Services | |||||||
| ODL | On Demand Liquidity | |||||||
| OFAC | U.S. Treasury Department's Office of Foreign Assets Control | |||||||
| Pension | The Company’s Pension Plan and SERPs | |||||||
| Pension Plan | Defined benefit pension plan | |||||||
| Postretirement Benefits | Defined benefit postretirement plan | |||||||
| P2P | Peer-to-peer | |||||||
| Receiver | Person receiving a money transfer transaction | |||||||
| ROE | Report of Examination | |||||||
| ROU | Right-of-use | |||||||
| SERPs | Supplemental executive retirement plans | |||||||
| S&P | Standard & Poor's | |||||||
| SEC | U.S. Securities and Exchange Commission | |||||||
| SPA | Securities Purchase Agreement | |||||||
| U.S. DOJ | U.S. Department of Justice, Criminal Division, Money Laundering and Asset Recovery Section | |||||||
| U.S. GAAP | Accounting principles generally accepted in the United States of America | |||||||
| Retail Channel | Transactions in which both the send transaction and receive transaction occur at one of the Company's physical agent locations | |||||||
| TCJA | Tax Cuts and Jobs Act | |||||||
PART I.
Item 1. BUSINESS
Overview
MoneyGram International, Inc. (together with our subsidiaries, “MoneyGram,”"MoneyGram," the “Company,” “we,” “us”"Company," "we," "us" and “our”"our") is a global leader in cross-border peer-to-peer (“P2P”)P2P payments and money transfers. Our consumer-centric capabilities enable the quick and affordable transfer of money to family and friends to quickly and affordably send money in approximatelymore than 200 countries and territories with over 6585 countries now digitally-enabled.digitally-enabled as of December 31, 2020. The innovative MoneyGram platform leverages its leading distribution network, global financial settlement engine, cloud-based infrastructure with integrated APIs, and its unparalleled compliance program to enable seamless and secure transfers around the world. Whether through our mobile application, moneygram.com, integration with account deposit and mobile wallets, a kiosk,kiosks, or any one of the more than 350,000410,000 agent locations around the globe, we connect consumers, in any way that is convenient for them. Historically, our primary customers are personsprimarily those who may not be fully served by other financial institutions, which we refer to as unbanked or underbanked consumers.in any way that is convenient for them. As an alternative financial services company, we provide these individuals with essential services to help them meet the financial demands of their daily lives. The World Bank, a key source of industry analysis for cross-border remittance data, estimates that 1.7 billion adults are unbanked and 2020 global remittances will reach approximately $739 billion, based on 2019 global data. Both our walk-in channelgrowing direct-to-consumer digital business and our Retail Channel centered around our global distribution network and our newer direct-to-consumer digital channel enable the Company to serve the entire remittance market. Given strong mobile P2P market growth rates, our direct-to-consumer digital business is a growth engine for the Company as our digital capabilities enable us to serve a new customer segment of primarily younger, banked consumerssegments who utilize our platform to transfer money around the world.
The MoneyGram® brand is recognizedhas name recognition throughout the world. We use various trademarks and service marks in our business, including, but not limited, to MoneyGram, the red Globe design logo, MoneyGram FastSend, ExpressPayment, and AgentWorks, some of which are registered in the U.S. and other countries. This document also contains trademarks and service marks of other businesses that are the property of their respective holders and are used herein solely for identification purposes. We have omitted the ® and TM designations, as applicable, for the trademarks we reference in this Annual Report on2020 Form 10-K.
We conduct our business primarily through our wholly-owned subsidiary, MoneyGram Payment Systems, Inc. (“MPSI”("MPSI"), under the MoneyGram brand. The Company was incorporated in Delaware on December 18, 2003 in connection with the June 30, 2004 spin-off from our former parent company, Viad Corporation.2003. Through the Company’sCompany's predecessors, we have been in operation for over 70 years.since 1940.
1
Our Segments
We manage our business primarily through two reporting segments: Global Funds Transfer and Financial Paper Products. The following table presents the components of our consolidated revenue associated with our reporting segments for the years ended December 31:
| 2020 | 2019 | 2018 | ||||||||||||||||||
| Global Funds Transfer | ||||||||||||||||||||
| Money transfer | 91 | % | 87 | % | 88 | % | ||||||||||||||
| Bill payment | 4 | % | 5 | % | 5 | % | ||||||||||||||
| Financial Paper Products | ||||||||||||||||||||
| Money order | 3 | % | 4 | % | 4 | % | ||||||||||||||
| Official check | 2 | % | 4 | % | 3 | % | ||||||||||||||
| Total revenue | 100 | % | 100 | % | 100 | % | ||||||||||||||
| 2019 | 2018 | 2017 | ||||||
| Global Funds Transfer | ||||||||
| Money transfer | 87 | % | 88 | % | 89 | % | ||
| Bill payment | 5 | % | 5 | % | 5 | % | ||
| Financial Paper Products | ||||||||
| Money order | 4 | % | 4 | % | 3 | % | ||
| Official check | 4 | % | 3 | % | 3 | % | ||
| Total revenue | 100 | % | 100 | % | 100 | % | ||
See Part II, Item 7, “Management’sManagement's Discussion and Analysis of Financial Condition and Results of Operations”Operations and Note 15 17—Segment Information of the Notes to the Consolidated Financial Statements for additional financial information about our segments and geographic areas.
During 2020, 2019 2018 and 2017,2018, our 10 largest agents accounted for 32%30%, 33%32% and 34%33%, respectively, of total revenue and 34%31%, 34% and 35%34%, respectively, of Global Funds Transfer segment revenue. Walmart Inc. (“Walmart”("Walmart") is our only agent that accounts for more than 10% of our total revenue. In 2020, 2019 and 2018 Walmart accounted for 13%, 16% and 16% of total revenue, and 17% in 2017.respectively. In 2020, 2019 and 2018 Walmart accounted for 13%, 16% and 16% of Global Funds Transfer segment revenue, and 18% in 2017.respectively.
Global Funds Transfer Segment
The Global Funds Transfer segment is our primary revenue driver, providing global money transfer services and bill payment services primarilyprincipally as an alternative to unbankedbanking services in more than 200 countries and underbanked consumers.territories around the world. We primarily offer services through third-party agents, including retail chains, independent retailers, post offices, banks and other financial institutions. We also offer digital solutions such as moneygram.com, mobile app solutions, account deposit and kiosk-based services. Additionally, we have limited Company-operated retail locations.
In June 2019, we entered into a commercial agreement with Ripple Labs, Inc. (“Ripple”), a developer of blockchain technology and a cryptocurrency named XRP, to utilize Ripple’stheir On Demand Liquidity (“ODL”("ODL") platform, (formerly known as xRapid), as well as XRP, to facilitatefor cross-border non-U.S. dollarforeign exchange settlements.transaction for the Company's own account. The Company is compensated by Ripple for developing and bringing liquidity to certain foreign exchange markets, facilitated by the ODL platform, and providing a reliable level of foreign exchange trading activity. We refer to this compensation as market development fees. The Company expects that this partnership, at scale, will reduce our working capital needs and generate additional earnings and cash flows. Per the terms of the commercial agreement, the Company does not pay fees to Ripple for its usage of the ODL platform or the related software and there are no claw backclaw-back or refund provisions. For more information onThe market development fees are recorded as a reduction of the "Transaction and operations support" line in the accompanying Consolidated Statements of Operations. MoneyGram ceased transacting with Ripple under the commercial agreement see in early December 2020 and has not since resumed trading. It is possible that MoneyGram will not resume transacting with Ripple under the commercial agreement and will be unable to receive the related market development fees in 2021 and beyond. See Note 1820 — Related Partiesof the Notes to the Consolidated Financial Statements.
We continue to focus on the growth of our Global Funds Transfer segment for outbound transactions originating in the U.S. and those originating outside of the U.S. Sends originated outside of the U.S. generated 55% in 2020, 52% in 2019 and 49% in 2018 and 47% in 2017 of our total revenue, and 59% in 2020, 57%, in 2019 and 52% and 50% for 2019,in 2018 and 2017, respectively, of our total Global Funds Transfer segment revenue. In 2019,2020, our Global Funds Transfer segment had total revenue of $1.2 billion.
Money Transfer — We earn our money transfer revenues primarily from consumer transaction fees and the management of currency exchange spreads on money transfer transactions involving different “send”"send" and “receive”"receive" currencies. We have corridorCorridor pricing capabilities that provide us flexibility when establishing consumer fees and non-U.S. dollar exchange rates for our money transfer services, which allow us to remain competitive in all locations. In a cash-to-cash money transfer transaction, both the agent initiating and receiving the transaction earn a commission that is generally a fixed fee or is based on a percentage of the fee charged to the consumer.consumer, or in certain cases a fixed commission. When a money transfer transaction is initiated at a MoneyGram-owned store, staging kiosk or via our online platform, typically only the agent receiving the transaction earns a commission.
2
In certain countries, we have multi-currency technology that allows consumers to choose a currency when initiating or receiving a money transfer. The currency choice typically consists of local currency, U.S. dollars and/or euros. These capabilities allow consumers to know the amount that will be received in the selected currency.
As of December 31, 2019,2020, our money transfer agent network had more than 350,000410,000 locations. Our network includes agents such as international post offices, formalbanks and alternativebroader financial institutionsservices, as well as large and small retailers. Additionally, we have a limited Company-operatednumber of Company-owned and operated retail locations in Western Europe. Some of our agents outside the U.S. manage sub-agents.sub-agents that offer MoneyGram branded services. We refer
to these agents as super-agents. Although the sub-agents are under contract with these super-agents, the sub-agent locations typically have access to similar technology and services as our other agent locations. Many of our agents have multiple locations, a large number of which operate in locations that are open outside of traditional banking hours, including nights and weekends. Our agents know the markets they serve, and they work with our sales and marketing teams to develop business plans for their markets. This may include contributing financial resources to, or otherwise supporting, our efforts to market MoneyGram’sMoneyGram's services.
Digital Channel
We offer our money transfer services on the internet via our moneygram.com service and through our native application,direct-to-consumer digital business, MoneyGram Online ("MGO"), which wereincludes our leading mobile app and moneygram.com. MGO is available in 25 countries37 countries and territories as of December 31, 2019.2020. Through our digital channel,Digital Channel, consumers can send money from the convenience of their home or internet-enabled mobile deviceown homes to any of our agent locations worldwide, a recipient’srecipient's bank account or a recipient's mobile wallet. Consumers can fund their transactions from a bank account, credit card, debit card, or cash,credit card. MGO, the Company’s single largest generator of money transfer transactions, maintains three of its individual country sites on the Company’s top 10 list of money transfer generating sources.MGO’s US site became the largest generator of money transfer transactions in select markets, by staging a transactionDecember 2020, surpassing Walmart based on a mobile device or online and paying for the transaction at one of MoneyGram’s agent locations. Moneytransactions. Cross-border money transfer transactions through moneygram.comMGO grew 14%152% in 20192020 compared to the prior year.
We also offer our money transfer services via virtual agents allowingdigital partners, which enable our consumerspartners’ customers to send international money transfers conveniently fromonline or through a websitemobile device to any MoneyGram pay-out location or theirdirectly to a recipient’s bank account or mobile phone in 19 countries. We continue to expand our money transfer services to consumerswallet through the expansionMoneyGram platform.
Transfers directly to bank accounts and mobile wallets are the third main component of moneygram.com and our native iPhone and Android application,Digital Channel. Through the additionMoneyGram platform, customers had direct access to over 2 billion accounts in over 70 countries as of transaction-staging kiosks, ATMs and direct-to-bank account products in various markets around the world.December 31, 2020. Total digital transactions represented 20% and 17%, respectively,represented 25% of moneymoney transfer transactions for the years endedas of December 31, 2019 and 2018.2020.
Bill Payment Services — We earn our bill payment revenues primarily from fees charged to consumers for each transaction completed. Our primary bill payment service offering is our ExpressPayment service, which we offer at substantially all of our money transfer agent locations in the U.S., Canada and Puerto Rico, at certain agent locations in select Caribbean and European countries and through our digital solutions.
Through our bill payment services, consumers can complete urgent bill payments, pay routine bills, or load and reload prepaid debit cards with cash at an agent location or through moneygram.com with a credit or debit card.moneygram.com. We offer consumers same-day and two- or three-day payment service options; the service option is dependent upon our agreement with the biller. We offer payment options to nearlynearly 13,000 billersbillers in key industries, including the ability to allow the consumer to load or reload funds to nearlyover 500 prepaidprepaid debit card programs. These industries include the credit card, mortgage, auto finance, telecommunications, corrections, health care, utilities, property management, prepaid card and collections industries.
Marketing — The global marketing organization employs an omnichannel approach that tailors our brand message to each specific market, culture and consumer preferences. We use a variedThe organization is increasingly focusing on digital marketing mix that includes traditional, digital and social, corridor specific marketing campaigns, sponsorships and partnerships, point-of-sale materials and signage at our agent locations.tactics to reach consumers. Our marketing strategy also includes our MoneyGram Plus Rewards loyalty program that provides faster service at the agent locations in various countries around the world and the MoneyGram Plus Rewards loyalty program that gives consumers the benefit of earning discounts on future transactions and special promotions available only to loyalty members.
Sales — Our sales teams are organized by geographic area, product and delivery channel. We have dedicated teams focused on developing our agent and biller networks to enhance the reach of our money transfer and bill payment products. Our agent requirements vary depending upon the type of outlet, location and compliance and regulatory requirements. Our sales teams and strategic partnership teams continue to improve our agent relationships and overall network strength with a goal of providing the optimal agent and consumer experience.
3
Competition — The market for money transfer and bill payment services continues to beis very competitive on a regional and the World Bank estimates that in 2019 global remittances will be $739 billion.basis. We generally compete on the basis of the customer experience, price, the ability to conduct both digital and cash transactions, price, the quantity and qualityconvenience of our agentmultiple receive options across a broad global network in over 200 countries & territories, commission payments, customer loyalty program initiatives, and marketing efforts.
Our competitors include a small number of large money transfer and bill payment providers, financial institutions, banks and a large number of small niche money transfer service providers that serve select regions. Our largest competitor in the cross-border money transfer industry is The Western Union Company (“("Western Union”Union"), which also competes with our bill payment services and money order businesses. Additionally, Walmart has a white-label money transfer service, a program operated by a competitor of MoneyGram that allows consumers to transfer money between Walmart U.S. store locations. In 2018, Walmart launched
Walmart2World, Powered by MoneyGram, a new white-label money transfer service that allows customers to send money from Walmart in the U.S. to any MoneyGram location in more than 200 countries and territories.the world. On November 4, 2019, Walmart announced that the white-label money transfer service would now be joined by other brands in becoming part of a marketplace of money transfer services at Walmart stores across the U.S. On January 19, 2021, Walmart informed us of a new agreement that would enable Western Union money transfer, bill payment and money order services at U.S. Walmart locations.
We will encounter increasing competition as digitally-focused new entrants seek to grow revenue through customer acquisition initiatives focused on specific corridors,Corridors, but we believe we will continue to differentiate against the competition by competing on a global scale, addressing the entire remittance market by offering digital and cash capabilities, and delivering a superior customer experience in addition to continuing to be a fintech innovator and a leader in protecting consumers through our unparalleled compliance engine.
Seasonality— A larger share of our annual money transfer revenues traditionally occurs in the third and fourth quarters as a result of major global holidays falling during these periods.
Financial Paper Products Segment
Our Financial Paper Products segment provides money orders to consumers through our agents and financial institutions located throughout the U.S. and Puerto Rico and provides official check outsourcing services for financial institutionsbanks and credit unions across the U.S.
In 2019,2020, our Financial Paper Products segment generated revenues of $101.8$66.3 million from fee and other revenue and investment revenue. We earn revenue from the investment of funds underlying outstanding official checks and money orders. We refer to our cash and cash equivalents, settlement cash and cash equivalents, interest-bearing investments and available-for-sale investments collectively as our “investment"investment portfolio.”" Our investment portfolio primarily consists of low risk, highly liquid short-term U.S. government securities and bank deposits that produceearn a lowmarket rate of return.return for similar investments.
Money Orders — Consumers use our money orders to make payments in lieu of cash or personal checks. We generate revenue from money orders by charging per item and other fees, as well as from the investment of funds underlying outstanding money orders, which generally remain outstanding for approximately sixseven days. We sell money orders under the MoneyGram brand and on a private label or co-branded basis with certain agents and financial institutions in the U.S. As of December 31, 2019,2020, we issued money orders through our network of over 13,000 over 11,000 agents and financial institutions located in the U.S. and Puerto Rico.
Official Check Outsourcing Services — Official checks are used by consumers where a payee requires a check drawn on a bank. Financial institutions also use official checks to pay their own obligations. Similar to money orders, we generate revenue from our official check outsourcing services through U.S. banks and credit unions by charging per item and other fees, as well as from the investment of funds underlying outstanding official checks, which generally remain outstanding for approximately fourfive days. As of December 31, 2019,2020, we provided official check outsourcing services through approximatelyapproximately 1,100 financial institutions at over 5,2005,000 branch bank locations.
Marketing — We employ a wide range of marketing methods. We use a marketing mix to support our brand, which includes traditional, digital and social media, point of sale materials, signage at our agent locations and targeted marketing campaigns. Official checks are financial institution branded, and therefore, all marketing to this segment is business to business.
Sales — Our sales teams are organized by product and delivery channel. We have dedicated teams that focus on developing our agent and financial institution networks to enhance the reach of our official check and money order products. Our agent and financial institution requirements vary depending upon the type of outlet or location, and our sales teams continue to improve and strengthen these relationships with a goal of providing the optimal consumer experience with our agents and financial institutions.
Competition — Our money order competitors include a small number of large money order providers and a large number of small regional and niche money order providers. Our largest competitors in the money order industry are Western Union and the U.S. Postal Service. We generally compete for money order agents on the basis of value, service, quality, technical and
4
operational differences, price, commission and marketing efforts. We compete for money order consumers on the basis of trust, convenience, availability of outlets, price, technology and brand recognition.
Official check competitors include financial institution solution providers, such as core data processors and corporate credit unions. We generally compete against a financial institution’sinstitution's desire to perform these processes in-house with support from these types of organizations. We compete for official check customers on the basis of value, service, quality, technical and operational differences, price and commission.
5
Regulation
Compliance with laws and regulations is a highly complex and integral part of our day-to-day operations. Our operations are subject to a wide range of laws and regulations of the U.S. and other countries, including anti-money laundering laws and regulations; financial services regulations; currency control regulations; anti-bribery laws; regulations of the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”);sanctions laws and regulations; money transfer and payment instrument licensing laws; escheatment laws; privacy, data protection and information security laws; and consumer disclosure and consumer protection laws. Regulators worldwide are
exercising heightened supervision of money transfer 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. See the “Risk Factors” sectionin Item 1A for additional discussion regarding potential impacts of failure to comply. We continually monitor and enhance our global compliance programs in light of the most recent legal and regulatory changes.
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”)MDPA and the U.S. Department of Justice, Criminal Division, Money Laundering and Asset Recovery Section (the “U.S. DOJ”)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 deferred prosecution agreement (the “DPA”)Amended DPA with the MDPA and U.S. DOJ (collectively, the “Government”"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’sCompany'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”"Amended DPA") with the Government and (2) a Stipulated Order for Compensatory Relief and Modified Order for Permanent Injunction (the “Consent Order”"Consent Order") with the Federal Trade Commission (“FTC”).FTC. The motions underlying the Amended DPA and Consent Order focus primarily on the Company’sCompany'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.”"Agreements." On February 25,24, 2020, the Company entered into an Amendment to Amendment to and Extension of DPADeferred Prosecution 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. Through that date,On July 24, 2020, the Company intendsentered into the Second Amendment to continueAmendment to and Extension of 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. The Company continues to engage in discussions with the Government on the appropriateness of an additional extensionregarding a potential reduction of the deadline$55.0 million payment. The Company intends to makefulfill its obligation regarding the final payment and a reduction in the amountother terms of such payment.the Amended DPA.
Under the Agreements, as amended, the Company will, 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 must be paid by November 8, 2020, which amountMay 9, 2021, and is beingto be made available by the Government to reimburse consumers who were the victims of third-party fraud conducted through the Company’sCompany'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’sCompany's business, financial condition, results of operations and cash flows. See “Risk Factors — We face possible uncertainties relating to compliance with and impact of the amended deferred prosecution agreement entered into with the U.S. federal government”government for additional information in Item 1A and the “Legal Proceedings”Legal Proceedings section in Item 3.
Anti-Money Laundering Compliance — Our services are subject to U.S. anti-money laundering laws and regulations, including the Bank Secrecy Act, as amended by the USA PATRIOT Act of 2001, as well as state laws and regulations and the anti-money laundering laws and regulations of many of the countries in which we operate, particularly in the European Union. Countries in which we operate may require one or more of the following:
•reporting of large cash transactions and suspicious activity;
•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;
6
•consumer information gathering and reporting requirements;
•consumer disclosure requirements, including language requirements and non-U.S. dollar 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;
•registration or licensing of the Company or our agents with a state or federal agency in the U.S. or with the central bank or other proper authority in a foreign country; and
•minimum capital or capital adequacy requirements.
Anti-money laundering regulations are constantly evolving and vary from country to country. We continuously monitor our compliance with anti-money laundering regulations and implement policies and procedures in light of the most current legal requirements.
We offer our money transfer services primarily through third-party agents with whom we contract and do not directly control. As a money services business, we and our agents are required to establish anti-money laundering compliance programs that include: (i) internal policies and controls; (ii) designation of a compliance officer; (iii) ongoing employee training and (iv) an independent review function. We have developed an anti-money laundering training manual available in multiple languages and a program to assist with the education of our agents on the various rules and regulations. We also offer in-person and online training as part of our agent compliance training program and engage in various agent oversight activities. We have also adopted a global compliance policy that outlines key principles of our compliance program to our agents.
In connection with regulatory requirements to assist in the prevention of money laundering, terrorist financing and other illegal activities and pursuant to legal obligations and authorizations, the Company makes information available to certain U.S. federal and state, as well as certain foreign, government agencies when required by law. In recent years, the Company has experienced an increase in data sharing requests by these agencies, particularly in connection with efforts to prevent money laundering or terrorist financing or reduce the risk of consumer fraud. In certain cases, the Company is also required by government agencies to deny transactions that may be related to persons suspected of money laundering, terrorist financing or other illegal activities, and as a result the Company may inadvertently deny transactions from customers who are making legal money transfers, which could lead to liability or reputational damage. Responding to these agency requests may result in increased operational costs.
Sanctions Compliance— In addition to anti-money laundering laws and regulations, our services are subject to sanctions laws and regulations promulgated by OFAC and other jurisdictions in which our services are offered. These sanctions laws and regulations require screening of transactions against government watch-lists, including but not limited to, the watch-lists maintained by OFAC, and prohibit transactions in, to or from certain countries, governments, individuals and entities. Sanctions regimes may also impose limitations on amounts that may be transferred by a consumer to or from a jurisdiction at any one time or over specified periods of time, requiring aggregation over multiple transactions, as well as transactional and other reporting to a government agency.
Money Transfer and Payment Instrument Licensing — In most countries, either we or our agents are required to obtain licenses or to register with a government authority in order to offer money transfer services. Almost all states in the U.S., the District of Columbia, Puerto Rico, the U.S. Virgin Islands and Guam require us to be licensed to conduct business within their jurisdictions. Our primary overseas operating subsidiary, MoneyGram International SRL, is a licensed payment institution under the National Bank of Belgium pursuant to the European Union Payment Services Directive (“PSD”("PSD"). The Company, through its subsidiaries, is also licensed in other jurisdictions including the United Kingdom, Mexico, and Canada. In 2016, the PSD was amended by a revised Payment Services Directive (“PSD2”("PSD2"), which was implemented in the national law of the member states during or prior to January 2018.2018 and was further amended by the 4th and 5th Anti-Money Laundering Directives in the European Union. Among other changes, the PSD2, as amended, has increased the supervisory powers granted to member states with respect to activities performed by us and our agents in the European Union. We are also subject to increasingly significant licensing or other regulatory requirements in various other jurisdictions. The financial penalties associated with the failure to comply with anti-money laundering laws have increased in recent regulation, including the 4th Anti-Money Laundering Directive in the EU. These laws have increased and will continue to increase our costs and could also increase competition in some or all of our areas of service. Legislation that has been enacted or proposed in other jurisdictions could have similar effects. Licensing requirements may include minimum net worth, provision of surety bonds or letters of credit, compliance with operational procedures, agent oversight and the maintenance of reserves or “permissible investments”"permissible investments" in an amount equivalent to outstanding payment obligations, as defined by our various regulators. The types of securities that are considered “permissible investments”"permissible investments" vary across jurisdictions, 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. Many regulators also subject us to periodic examinations and require us and our agents to comply with anti-money laundering and other laws and regulations.
7
Escheatment Regulations — Unclaimed property laws of every state in the U.S., the District of Columbia, Puerto Rico and the U.S. Virgin Islands require that we track certain information on all our payment instruments and money transfers and, if they are unclaimed at the end of an applicable statutory abandonment period, that we remit the proceeds of the unclaimed property to the appropriate jurisdiction. Statutory abandonment periods for payment instruments and money transfers range from three to seven years. Certain foreign jurisdictions also have unclaimed property laws. These laws are evolving and are frequently unclear and inconsistent among various jurisdictions, making compliance challenging. We have an ongoing program designed to comply with escheatment laws as they apply to our business.
Data Privacy and Cybersecurity Laws and Regulations — 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 consumers, agents and employees. In the U.S., 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 U.S., we are subject to privacy laws of numerous countries and jurisdictions. In some cases, these laws are more restrictive than the U.S. laws and impose more stringent duties on companies or penalties for non-compliance. For example, the General Data Protection Regulation in the European Union ("GDPR") imposes a higher standard of personal data protection with significant penalties for non-compliance for companies operating in the European Union or doing business with European Union residents. The new
California Consumer Protection Act, which became effective on January 1, 2020, imposes heightened data privacy requirements on companies that collect information from California consumers.residents and creates a broad set of privacy rights and remedies modeled in part on the GDPR. In addition, government surveillance laws and data localization laws are evolving to address increased and changing threats and risks. These laws continue to develop and may be inconsistent from jurisdiction to jurisdiction.
Dodd-Frank Act — The Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) was signed into law in 2010. The Dodd-Frank Act imposes additional regulatory requirements and creates additional regulatory oversight over us. The Dodd-Frank Act created a Bureau of Consumer Financial Protection (the “CFPB”) which issues and enforces consumer protection initiatives governing financial products and services, including money transfer services, in the U.S.CFPB. The CFPB’sCFPB's Remittance Transfer Rule became effective on October 28, 2013. Its requirements include: a disclosure requirement to provide consumers sending funds internationally from the U.S. 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 customer’scustomer's request. As a “larger participant”"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.
Non-U.S. Dollar Exchange Regulation — Our money transfer services are subject to non-U.S. dollar exchange statutes of the U.S., as well as similar state laws and the laws of certain other countries in which we operate. Certain of these statutes require registration or licensure and reporting. Others may impose currency exchange restrictions with which we must comply.
Anti-Bribery Regulation — We are subject to regulations imposed by the Foreign Corrupt Practices Act (the “FCPA”)FCPA in the U.S., the U.K. Bribery Act and similar anti-bribery laws in other jurisdictions. We are subject to recordkeeping and other requirements imposed upon companies related to compliance with these laws. We maintain a compliance program designed to comply with applicable anti-bribery laws and regulationregulation.
Clearing and Cash Management Bank Relationships
Our business involves the transfer of money on a global basis on behalf of our consumers, our agents and ourselves. We buy and sell a number of global currencies and maintain a network of settlement accounts to facilitate the funding of money transfers and foreign exchange trades to ensure that funds are received on a timely basis. Our relationships with the clearing, trading and cash management banks are critical to an efficient and reliable global funding network.
In the U.S., we have agreements with sixfour active clearing banks that provide clearing and processing functions for official checks, money orders and other draft instruments. We employ four banks to clear our official checks and three banks to clear our retail money orders. We believe that this network of banks provides sufficient capacity to handle the current and projected volumes of items for these services.
We maintain significant relationships with major international banks which provide the capability to transfer money electronically as well as through domestic electronic funds transfer networks and international wire transfer networks.systems. There are a limited number of banks that have capabilities broad enough in scope to handle our volume and complexity. Consequently, we generally employ banks whose market is not limited to their own country or region, and have extensive systems capabilities and branch networks that can support settlement needs that are often unique to different countries around the world. In 2013, we activated our participation in the Society for Worldwide Interbank Financial Telecommunication ("SWIFT") network for international wire transfers, which improves access to all banks in the world while lowering the cost of these funds transfers.
8
Intellectual Property
The MoneyGram brand is important to our business. We have registered our MoneyGram trademark in the U.S. and in a majority of the other countries in which we do business. We maintain a portfolio of other trademarks that are material to our Company, which are discussed above in the “Overview” Overview section. In addition, we maintain a portfolio of MoneyGram branded and related domain names.
We rely on a combination of patent, trademark and copyright laws and trade secret protection and confidentiality or license agreements to protect our proprietary 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.
Human Capital
Global Talent — At MoneyGram, our people are our most important asset, and the success of our global talent (human capital) is essential to the success of our money order and money transfer technologies which have given us competitive advantages in the marketplace. We also have patent applications pending in the U.S. that relate to our money transfer, money order and bill
Company. As of December 31, 2019,2020, we had 957employed 974 employees in the U.S. and 1,295 employees outside of the U.S. In addition,
Attracting, recruiting, developing, and retaining diverse talent enables us to build a strong and dynamic company. We are focused on supporting our employees across the full employee lifecycle from candidate recruitment through the full employee experience. We have implemented a variety of global and local programs designed to promote employee wellness, particularly during difficult times such as the recent COVID-19 pandemic. For example, in 2020, we engage independent contractorsworked with our employees to support various aspects of our business. Noneprovide a fully virtual work place, accommodating school, family and health needs of our employees, offering additional training, work-from-home flexibility and increased mental health support through our employee assistance program and our benefits partners.
Employee Engagement — At MoneyGram, we provide a variety of employee engagement programs designed to ensure that our employees have a voice in their future and are engaged in our business. We solicit direct employee feedback related to new proposals and programs, and we also have a robust engagement team (“The Red Team”) with representatives across all of our regions and offices, with a focus on employee volunteerism and community service opportunities. We host monthly Lunch and Learn discussion on a variety of personal and Company development topics. We also work to keep our employees updated on Company opportunities and developments through quarterly Town Hall meetings with our CEO and full executive leadership team.
Talent Acquisition and Development — As a leading FinTech and digital payments company, we compete for top global talent around the U.S.world. We value our employees for who they are represented byas individuals, and we believe that a labor union.strong culture focused on respect for each employee as a valuable individual is essential to the successful acquisition, retention, and development of diverse talent. To that end, focus on inclusive hiring, employee development, positive coaching and mentorship, and internal and external educational opportunities. We have a robust in-house training program, and we likewise provide opportunities for formal and informal continuing education participation for our employees across their respective areas of expertise.
Employee Wellness — We value our employees and work to provide competitive programs to support the total wellness of our employees, including resources, programs and services to support our employees’ physical, mental, and financial wellness. We provide a variety of benefits to our employees globally, including a choice of comprehensive health insurance plans, fully-paid maternity and family leave, vacation and holiday time off, and retirement planning and financial well-being services in addition to retirement savings opportunities. We also provide fully paid employee time off for employee volunteerism and community service, and provide community service opportunities for our employees who wish to participate. We offer a number of Company-funded as well as optional benefits and discounts for our employees, from a variety of life, disability and critical care programs, pet insurance, legal services plans, rideshare and transportation opportunities and discount insurance packages. We are constantly reviewing and improving our global benefits packages across all markets to ensure that we are providing our employees the most competitive package of benefits to meet the needs of employees and families.
Diversity, Equity & Inclusion — Our focus on diversity, inclusion, equity, has grown from a corporate social responsibility program to a full DEI and Social Impact program. MoneyGram has boasted an inclusive and non-discriminatory workplace long before it was legally mandated, and our commitment to principles of diversity, equity and inclusion extend to our recruiting practices, or our vendors and trading partners, our employee experiences and our community service activities. MoneyGram engages in global programs to promote hiring of disabled employees, as well as a focus on racial, religious, ethnic and gender diversity. We are committed to providing an inclusive workplace, with specific focus on providing opportunities to all of our global workforce. We are committed to equal pay for equal work, inclusive leadership opportunities, and intentional focus on creating a workplace that celebrates and embraces our employees for who they are in all aspects of their lives.
.
9
Executive Officers of the Registrant
W. Alexander Holmes, age 45,46, has served as Chief Executive Officer since January 2016 and Chairman of the Board since February 2018. Prior to that, Mr. Holmes served as Executive Vice President, Chief Financial Officer and Chief Operating Officer of the Company sincefrom February 2014 to December 2015 and Executive Vice President and Chief Financial Officer since fromMarch 2012.2012 to January 2014. He joined the Company in 2009 as Senior Vice President for Corporate Strategy and Investor Relations. From 2003 to 2009, Mr. Holmes served in a variety of positions at First Data Corporation, including chief of staff to the Chief Executive Officer, Director of Investor Relations and Senior Vice President of Global Sourcing & Strategic Initiatives. From 2002 to 2003, he managed Western Union’sUnion's Benelux region from its offices in Amsterdam.
Lawrence Angelilli, age 64,65, has served as Chief Financial Officer since January 2016. Prior to that, Mr. Angelilli served as Senior Vice President, Corporate Finance and Treasurer since 2014.from 2014 to 2016. He joined the Company in August 2011 as Senior Vice President and Treasurer. From 2009 to 2010, Mr. Angelilli served as Director of Underwriting at Hudson Advisors, a global asset management company affiliated with Lone Star Funds, a global private equity fund. From 1998 to 2009, he was Senior Vice President of Finance at Centex Corporation, a publicly traded homebuilder and mortgage originator.
Kamila K. Chytil, age 40,41, has served as Chief Operating Officer since October 2019. Prior to that, Ms. Chytil served as Chief Global Operations Officer sincefrom May 2016.2016 to September 2019. Ms. Chytil joined the Company in May 2015 as Senior Vice President of key partnershipsKey Partnerships and payments. FromPayments. Prior to joining the Company, from 2011 to May 2015, Ms. Chytil was Senior Vice President and General Manager of retail payments at Fidelity National Information Services, Inc., a global provider of financial technology solutions, where she was responsible for e-commerce, check cashing and retail payments. From 2004 to 2011, Ms. Chytil held various other management roles at Fidelity National Information Services, overseeing analytics, risk management, and operations.
On January 15, 2021, Ms. Chytil notified the Company that she would be resigning from her role on or around March 19, 2021 in order to accept a senior executive position with another company in an unrelated industry. The Company has initiated a search for Ms. Chytil’s successor.
RobertL. Villaseñor, age 49, has served as General Counsel and Corporate Secretary since January 2020. He served as interim General Counsel and Corporate Secretary from October 2019 to January 2020. He joined the Company in July 2018 as Associate General Counsel, Corporate and Securities and Assistant Secretary. In that role he oversaw the Corporate Securities and M&A legal function for the Company. He has over 20 years of experience representing public companies on a broad range of legal issues including public reporting, lending and capital markets transactions, mergers and acquisitions, strategic investments and various commercial matters. Most recently,Prior to MoneyGram, he worked in the Corporate and Securities Group at Starbucks Corporation from 2012 to 2018. Prior to Starbucks, he served as the chief corporate and securities attorney at two other public companies. He began his career in private practice at the law firm of Gibson, Dunn & Crutcher LLP working in the areas of mergers and acquisitions and capital markets.
Grant A. Lines, age 55,56, has served as Chief Revenue Officer since January 2018. Prior to that, he served as Chief Revenue Officer, Africa, Middle East, Asia Pacific, Russia and CIS from February 2015 until January 2018. Mr. Lines previously served the Company as Executive Vice President, Asia-Pacific, South Asia and Middle East from February 2014 to February 2015. Prior to that, Mr. Lines served the Company as Senior Vice President, Asia-Pacific, South Asia and Middle East from February 2013 to February 2014. Prior to that,joining the Company, Mr. Lines served as General Manager of Black Label Solutions, a leading developer and supplier of computerized retail point of sale systems, from May 2011 to December 2012. He served as Managing Director of First Data Corporation’sCorporation's ANZ business, a global payment processing company, from September 2008 to February 2011. Prior to that, Mr. Lines held various positions in the industry.
Andres Villareal, age 55,56, has been Chief Compliance Officer since March 2016. He joined the Company in April 2015 as Senior Vice President and Deputy Chief Compliance Officer. From 2004 to April 2015, Mr. Villareal held various positions at Citigroup, a leading global bank, including Global Head of Compliance for Citi Commercial Bank and Chief Compliance Officer for Citi Assurance Services, a captive insurance company. Mr. Villareal has over 2829 years of experience in various compliance, legal and business roles in a variety of industries, including financial services, banking and insurance.
10
Available Information
Our website address is corporate.moneygram.com.www.moneygram.com. The information on our website is not part of this Annual Report on2020 Form 10-K. We make our reports on Forms 10-K, 10-Q and 8-K, Section 16 reports on Forms 3, 4 and 5, and all amendments to those reports, available electronically free of charge in the Investor Relations section of our website (ir.moneygram.com) as soon as reasonably practicable after they are filed with or furnished to the Securities and Exchange Commission (the “SEC”).SEC. Additionally, the SEC maintains an internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC, which may be found at www.sec.gov.www.sec.gov.
Item 1A. RISK FACTORS
Various risks and uncertainties could affect our business. Any of the risks described below or elsewhere in the Annual Report on2020 Form 10-K or our other filings with the SEC could have a material impact on our business, prospects, financial condition or results of operations.
Risks Related to Our Business and Industry
The COVID-19 outbreak, declared a pandemic by the World Health Organization, is ongoing both in the United States and globally, and has adversely affected, and may continue to materially adversely affect, our business operations, financial condition, liquidity and cash flow. The extent to which the COVID-19 pandemic will further impact our business depends on future developments, which are highly uncertain and difficult to predict.
The outbreak of COVID-19, which was declared a pandemic by the World Health Organization, is ongoing both in the United States and globally, causing significant macroeconomic uncertainty, volatility and disruption. In response, many governments have initiated, resumed or extended social distancing rules, lockdowns or shelter-in-place orders resulting in the closure of many businesses. These actions have resulted in an overall reduction in consumer activity and the continued closure of some of our agent locations.
The COVID-19 pandemic and the related economic fallout began to adversely impact MoneyGram's results of operations in the middle of March 2020. The inability of our agents to operate normally has reduced the volume of consumer transactions in almost all of the 200 countries and territories in which we operate. These developments have negatively impacted and may continue to negatively impact our sales and operating margin as well as our workforce, agents and customers.
It is impossible to predict the scope and duration of the impact of the pandemic on our business as the situation is ever evolving and there are a number of uncertainties related to this pandemic. These uncertainties include, but are not limited to, the potential adverse effect on the global economy, our agent network, travel and transportation services, our employees and customers. Even though some governments lifted some restrictions on citizens and businesses during the second half of 2020, the resulting economic impact of COVID-19 could still continue to negatively impact our business and the recent resurgence of COVID-19 cases could result in further lockdowns and shelter-in-place orders by governments. The extent to which the COVID-19 pandemic will further impact our business depends on future developments, which are highly uncertain and difficult to predict, and accordingly, as the COVID-19 situation continues to evolve, additional adverse effects may arise that are currently unknown. All of these effects discussed above could have a material adverse effect on our near-term and long-term business operations, revenues, earnings, financial condition, liquidity and cash flows.
We face intense competition, and if we are unable to continue to compete effectively for any reason, including due to our enhanced compliance controls, our business, financial condition and results of operations could be adversely affected.
The markets in which we compete 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. Money transfer, bill payment and money order services compete in a concentrated industry, with a small number of large competitors and a large number of small, niche competitors. Our money transfer products compete with a variety of financial and non-financial companies, including banks, card associations, web-based services, payment processors, informal remittance systems, consumer money transfer companies and others. The services are differentiated by features and functionalities, including brand recognition, customer service, reliability, distribution network and options, price, speed and convenience. Distribution channels such as online, mobile solutions, account deposit and kiosk-based services continue to evolve and impact the competitive environment for money transfers. The electronic bill payment services within our Global Funds Transfer segment compete in a highly fragmented consumer-to-business payment industry. Our official check business competes primarily with financial institutions that have developed internal processing capabilities or services similar to ours and do not outsource official check services. Financial institutions could also offer competing official check outsourcing services to our existing and prospective official check customers.
11
Our future growth depends on our ability to compete effectively in money transfer, bill payment, money order and official check services. For example, if our products and 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, financial condition and results of operations. For example, transaction volume where we face intense competition could be adversely affected by pricing pressures between our money transfer services and those of some of our competitors, which could reduce margins and adversely affect our financial condition and results of operations. We have historically implemented and will likely continue to implement price adjustments from time to time in response to competition and other factors. If we reduce prices in order to more effectively compete, such reductions could adversely affect our financial condition and results of operations in the short term and may also adversely affect our financial condition and results of operations in the long term if transaction volumes do not increase sufficiently.
In addition, our enhanced compliance controls have negatively impacted, and may continue to negatively impact, our revenue.revenue and net income. In 2018 we launched enhanced compliance measures representing the highest standards in the industry, including new global customer verification standards for all money transfer services.services, which have significantly increased our operating expenses. While these measures have resulted in a decline in fraud rates, they have negatively impacted, and may continue to negatively impact, our revenue.revenue and net income. Such revenue impacts could adversely affect our financial condition and results of operations in the short term and may also adversely affect our financial condition and results of operations in the long term if transaction volumes do not increase sufficiently.
If we lose key agents, our business with such agents is reduced or we are unable to maintain our agent network under terms consistent with those currently in place, including due to increased costs or loss of business as a result of higher compliance standards, our business, financial condition and results of operations could be adversely affected.
Most of our revenue is earned through our agent network. In addition, our international agents may have subagent relationships in which we are not directly involved. If agents or their subagents decide to leave our network, our revenue and profits could be adversely affected. Agent loss may occur for a number of reasons, including competition from other money transfer providers, an agent’sagent's dissatisfaction with its relationship with us or the revenue earned from the relationship, or an agent’sagent'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. Under the Amended DPA and Consent Order entered into with the Government and the FTC, we are subject to heightened requirements relating to agent oversight, which may result in agent attrition, and agents may decide to leave our network due to reputational concerns related to the Amended DPA and Consent Order, as well as being subject to oversight not required by other providers.
Agents may also generate fewer transactions or reduce locations for reasons unrelated to our relationship with them, including increased competition in their business, political unrest, general economic conditions, regulatory costs or other reasons. In addition, we may not be able to maintain our agent network under terms consistent with those already in place. Larger agents may demand additional financial concessions or may not agree to enter into exclusive arrangements, which could increase competitive pressure. The inability to maintain our agent contracts on terms consistent with those already in place, including in respect of exclusivity rights, could adversely affect our business, financial condition and results of operations.
A substantial portion of our agent network locations, transaction volume and revenue is attributable to or generated by a limited number of key agents. During 20192020 and 2018,2019, our ten largest agents accounted for 32%30% and 33%32%, respectively, of our total revenue. Our largest agent, Walmart, accounted for 13% and 16% of our total revenue in 2020 and 2019, and 2018.respectively. The current term of our contract with Walmart expires onon March 29, 2021. 30, 2024. If our contracts with our key agents, including Walmart, are not renewed or are terminated, or are renewed but on less favorable terms, or if such agents generate fewer transactions, reduce their locations or allow our competitors to use their services (e.g. Ria and Western Union in Walmart), our business, financial condition and results of operations could be adversely affected. In addition, the introduction of additional competitive products by Walmart or our other key agents, including competing white-label products, could reduce our business with those key agents and intensify industry competition, which could adversely affect our business, financial condition and results of operations.
Complex and evolving U.S. and international laws and regulation regarding privacy and data protection could result in claims, changes to our business practices, penalties, increased cost of operations or otherwise harm our business.
We are subject to requirements relating to data privacy and the collection, processing, storage, transfer and use of data under U.S. federal, state and foreign laws. For example, 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’companies' privacy practices. In addition, the General Data Protection Regulation in the European Union, effective May 2018, imposed a higher standard of personal data protection with significant penalties for non-compliance for companies operating in the European Union or doing business with European Union residents. The new California Consumer Protection Act, which became effective on January 1, 2020, imposes heightened data privacy requirements on companies that
12
collect information from California residents. 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. Failure to comply with existing or future data privacy 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, harm to our consumers and harm to our agents. These consequences could materially adversely affect our business, financial condition and results of operations.
In addition, the Company makes information available to certain U.S. federal and state, as well as certain foreign, government agencies in connection with regulatory requirements to assist in the prevention of money laundering and terrorist financing and pursuant to legal obligations and authorizations. In recent years, the Company has experienced increasing data sharing requests by these agencies, particularly in connection with efforts to prevent terrorist financing 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 adverse effect on our business, financial condition and results of operations.
A breach of security in the systems on which we rely could adversely affect our business, financial condition and results of operations.
We rely on a variety of technologies to provide security for our systems. Advances in computer capabilities, new discoveries affecting the efficacy of cryptography or other events or developments, including improper acts by third parties, may result in a compromise or breach of the security measures we use to protect our systems. We obtain, transmit and store confidential consumer, employer and agent information in connection with certain of our services. These activities are subject to laws and regulations in the U.S. and other jurisdictions. The requirements imposed by these laws and regulations, which often differ materially among
the many jurisdictions, are designed to protect the privacy of personal information and to prevent that information from being inappropriately disclosed.
Any security breaches in our or our suppliers’ source code, computer networks, systems, databases or facilities could lead to the inappropriate use or disclosure of personally identifiable or proprietary information, which could harm our business and result in, among other things, unfavorable publicity, damage to our reputation, loss in our consumers’consumers' confidence in our or our agents’agents' business, fines or penalties from regulatory or governmental authorities, a loss of consumers, lawsuits and 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, banks, digital asset exchanges and third-party independent contractors may also experience security breaches involving the storage and transmission of our data as well as the ability to initiate unauthorized transactions, funds transfers or digital asset transfers. If users gainan entity gains improper access to our, our agents’ banks’suppliers', agents' banks', digital asset exchanges’exchanges' or our third-party independent contractors’contractors', source code, computer networks, systems, or databases or facilities, they may be able to steal, publish, delete or modify confidential customer information or generate unauthorized money transfers, funds transfers or digital asset transfers. Such a breach could expose us to monetary liability, losses and legal proceedings, lead to reputational harm, cause a disruption in our operations, or make our consumers and agents less confident in our services, which could have a material adverse effect on our business, financial condition and results of operations.
Cybersecurity threats continue to increase in frequency and sophistication; a successful cybersecurity attack could interrupt or disrupt our information technology systems or cause the loss of confidential or protected data which could disrupt our business, force us to incur excessive costs or cause reputational harm.
The size and complexity of our information systems make such systems potentially vulnerable to service interruptions or to security breaches from inadvertent or intentional actions by our employees or vendors, or from attacks by malicious third parties. Such attacks are of ever-increasing levels of sophistication and are made by groups and individuals with a wide range of motives and expertise. While we have invested in the protection of data and information technology, there can be no assurance that our efforts will prevent or quickly identify service interruptions or security breaches. Any such interruption or breach of our systems could adversely affect our business operations and result in the loss of critical or sensitive confidential information or intellectual property, and could result in financial, legal, business and reputational harm to us.
Other attacks in recent years have included distributed denial of service ("DDoS") attacks, in which individuals or organizations flood commercial websites or application programming interfaces ("APIs") with extraordinarily high volumes of traffic with the
13
goal of disrupting the ability of commercial enterprises to process transactions and possibly making their websites or APIs unavailable to customers for extended periods of time. We, as well as other financial services companies, have been subject to such attacks.
We maintain cyber liability insurance; however, this insurance may not be sufficient to cover the financial, legal, business or reputational losses that may result from an interruption or breach of our systems.
Consumer fraud could adversely affect our business, financial condition and results of operations.
Criminals are using increasingly sophisticated methods to engage in illegal activities such as identity theft, fraud and paper instrument counterfeiting. As we make more of our services available over the internet and other digital media, we subject ourselves to new types of consumer fraud risk because requirements relating to consumer authentication are more complex with internet services. Certain former agents have also engaged in fraud against consumers, and existing 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.
Our industry is under increasing scrutiny from federal, state and local regulators in the U.S. and regulatory agencies in many countries in connection with the potential for consumer fraud. The Amended DPA and FTC Consent Order to which the Company is subject resulted in part from this heightened scrutiny. If consumer fraud levels involving our services were to rise, it could lead to further regulatory intervention and reputational and financial damage. This, in turn, could lead to additional government enforcement actions and investigations, reduce the use and acceptance of our services or increase our compliance costs and thereby have a material adverse impact on our business, financial condition and results of operations.
MoneyGram 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 changes in these laws or regulations could result in increased operating costs or reduced demand for our products or 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 U.S. and abroad. In light of the current conditions in the global financial markets and economy, lawmakers and regulators in the U.S. 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 and operations.
Our business is subject to a variety of regulations aimed at preventing money laundering and terrorism. We are subject to U.S. federal anti-money laundering laws, including the Bank Secrecy Act, as well as anti-money laundering laws in many other countries in which we operate, particularly in the European Union. We are also subject to sanctions laws and regulations, promulgated by OFAC and other jurisdictions. We are also subject to financial services regulations, money transfer and payment instrument licensing regulations, consumer protection laws, currency control regulations, escheatment laws, privacy and data protection laws
and anti-bribery laws. Many of these laws are evolving, with requirements that may be 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.
We are considered a Money Services Business in the U.S. under the Bank Secrecy Act, as amended by the USA PATRIOT Act of 2001. As such, we are subject to reporting, recordkeeping and anti-money laundering provisions in the U.S. as well as many other jurisdictions. During 2017 and 2018, there were significant regulatory reviews and actions taken by U.S. and other regulators and law enforcement agencies against banks, Money Services Businesses 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 enforcement by the U.S. Department of the Treasury Financial Crimes Enforcement Network. Any determination that we 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 addresses, among other things, systemic risk, capital adequacy, deposit insurance assessments, consumer financial protection, interchange fees, derivatives, lending limits, thrift charters and changes among the bank regulatory agencies. The Dodd-Frank Act requires enforcement by various governmental agencies, including the CFPB. Money transmitters such as the Company are subject to direct supervision by the CFPB and are required to provide additional consumer information and disclosures, adopt error resolution standards and adjust refund procedures for international transactions originating in the U.S. in a manner consistent with the Remittance Transfer Rule (a rule issued by the CFPB pursuant to the Dodd-Frank Act). In addition, the CFPB may adopt other regulations governing consumer financial services, including regulations defining unfair, deceptive, or abusive acts or practices, and new model disclosures. We could be subject to fines or other penalties if we are found to have violated the Dodd-Frank Act’sAct's prohibition against unfair, deceptive or abusive acts or practices. The CFPB’sCFPB's authority to change regulations
14
adopted in the past by other regulators could increase our compliance costs and litigation exposure. 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.
We are also subject to regulations imposed by the FCPA in the U.S., the U.K. Bribery Act and similar anti-bribery laws in other jurisdictions. Because of the scope and nature of our global operations, we experience a higher risk associated with the FCPA and similar anti-bribery laws than many other companies. We are subject to recordkeeping and other requirements imposed upon companies related to compliance with these laws. In 2017Between 2016 and 2018,2021, there havehas been a significant increase in regulatory reviews and enforcement actions taken by the U.S. and other regulators related to anti-bribery laws, and the trend appears to be greater scrutiny on payments to, and relationships with, foreign entities and individuals.
We are also subject to the PSD2, as amended by the 4th and 5th Anti-Money Laundering Directives in the EU, which governs the regulatory regime for payment services in the European Union, and similar regulatory or licensing requirements in other jurisdictions. The PSD2 and other international regulatory or licensing requirements may impose potential liability on us for the conduct of our agents and the commission of third-party fraud utilizing our services. If we fail to comply with the PSD2 or such other requirements, we could be subject to fines or penalties or revocation of our licenses, which could adversely impact our business, financial condition and results of operations. Additionally, the U.S. and other countries periodically consider initiatives designed to lower costs of international remittances which, if implemented, may adversely impact our business, financial condition and results of operations.
In addition, we are subject to escheatment laws in the U.S. and certain foreign jurisdictions in which we conduct business. These laws are evolving and are frequently unclear and inconsistent among various jurisdictions, making compliance challenging. We have an ongoing program designed to comply with escheatment laws as they apply to our business. In the U.S., we are subject to the laws of various states which from time to time take inconsistent or conflicting positions regarding the requirements to escheat property to a particular state. Certain foreign jurisdictions do not have escheatment provisions which apply to our transactions. In these jurisdictions where there is not a requirement to escheat, and when, by utilizing historical data we determine that the likelihood is remote that the item will be paid out, we record a reduction to our payment service obligation and recognize an equivalent amount as a component of fee and other revenue.
Any violation by us of the laws and regulations set forth above could lead to significant fines or penalties and could limit our ability to conduct business in some jurisdictions. In some cases, we could be liable for the failure of our agents or their subagents to comply with laws, which could have an adverse effect on our business, financial condition and results of operations. As a result, the risk of adverse regulatory action against the Company because of actions of its agents or their subagents and the cost to monitor our agents and their subagents has increased. 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 and 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 orders and civil and criminal liability. The occurrence of one or more of these events could have a material 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 the Company that may not be required to be incurred by some of its competitors. If the Company were required to maintain a price higher than its competitors to reflect its regulatory costs, this could harm its ability to compete effectively, which could adversely affect its 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 products or services or render our products or services less profitable or obsolete. For example, policymakers may impose heightened customer due diligence requirements or other restrictions, fees or taxes on remittances. Changes in the laws affecting the kinds of entities that are permitted to act as money transfer agents (such as changes in requirements for capitalization or ownership) could adversely affect our ability to distribute certain of our services and the cost of providing such services. Many of our 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 are imposed on our agents, the requirements could lead to a loss of agents, which, in turn, could lead to a loss of retail business.
Litigation or investigations involving us, or our agents or other contractual counterparties could result in material settlements, fines or penalties and may adversely affect our business, financial condition and results of operations.
In addition to the Amended DPA, we have been, and in the future may be, subject to allegations and complaints that individuals or entities have used our money transfer services for fraud-induced money transfers, as well as certain money laundering activities, which may result in fines, penalties, judgments, settlements and litigation expenses. We also are the subject from time
15
to time of litigation related to our business. The outcome of such allegations, complaints, claims and litigation cannot be predicted.
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 may also 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 including securities litigation, regulatory actions and investigations and other general litigation. The outcome of class action lawsuits, including securities litigation, 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 adverse effect on our business, financial position and results of operations or consumers’consumers' confidence in our business. Plaintiffs or 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 operations or reputation even if we are not directly involved.
We face possible uncertainties relating to compliance with, and impact of, the amended deferred prosecution agreement entered into with the Government.
Under the Agreements, as amended on July 24, 2020, the Company will, 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 must be paid by November 8, 2020, whichMay 9, 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’sCompany'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. IfAlthough the Company expects to fulfill its obligation 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’sCompany's business including cash flows, financial condition, and results of operations.
The Company is engagedcontinues to engage in discussions with the Government to potentially extend the deadline for the final payment under the Amended DPA to May 2021 and reduce the amountregarding a potential reduction of the payment. On February 25, 2020, the Government and the Company agreed to extend the May 8, 2020 due date for the $55.0 million payment for six months to November 8, 2020 to provide the Government additional time to consider the basis for extending and reducing the final payment. The Company believes there is a reasonable basis to both extend and reduce the final payment, but there can be no assurance as to whether the Government will agree to either extend or reduce the final payment. If the CompanyGovernment does not receive aagree to reduce the amount of the final payment extension or reduction and the Company does not receive sufficient increases in cash flows from new business initiatives being presently undertaken or receive additional working capital funds from debt or equity financing sources, there could be a material adverse effect on the Company’sCompany's business, financial condition, credit ratings, results of operations and cash flows from making such payment.
If we fail to successfully develop and timely introduce new and enhanced products and services or if we make substantial investments in an unsuccessful new product, 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 transfer, bill payment, money order, official check and related services that keep pace with competitive introductions, technological changes and the demands and preferences of our agents, financial institution customers and consumers. If alternative payment mechanisms become widely substituted for our current products and 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 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 investments and strategic alliances, however, are inherently risky, and we cannot guarantee that such investments or strategic alliances will be successful. If such investments and strategic alliances are not successful, they could have a material adverse effect on our business, financial condition and results of operations.
16
Our substantial debt service obligations, significant debt maturities, significant debt covenant requirements, low market capitalization and our credit rating could impair our access to capital and financial condition and adversely affect our ability to operate and grow our business.
We have substantial interest expense on our debt and our ratings are below “investment"investment grade.”" We also have significant debt maturities in June 2023 and June 2024. Our credit ratings have caused the Company to access non-investment grade capital markets that are subject to higher volatility and are costlier than capital markets accessible to higher-rated companies. Since a significant portion of our cash flow from operations is dedicated to debt service, a reduction or interruption in cash flow could result in an event of default or significantly restrict our access to capital, including borrowings under our senior secured three-year revolving credit facility (“("First Lien Revolving Credit Facility”Facility"). There is no assurance that we will be able to comply with our debt covenants or obtain additional capital. Our below investment grade ratings will result in a cost of capital that is higher than other companies with which we compete. Further, a significant portion of our debt is subject to floating interest rates. Interest rates are highly sensitive to many factors, including governmental monetary policies, domestic and international economic and political conditions and other factors beyond our control. Fluctuations in interest rates or changes in the terms of our debt or our inability to refinance our existing debt could have an adverse effect on our financial position and results of operations.
We are also subject to capital requirements imposed by various regulatory bodies throughout the world. 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. Our low market capitalization could limit our ability to access capital. An interruption of our access to capital could impair our ability to conduct business if our regulatory capital falls below requirements.
We have significant debt service obligations under the Credit Facilities,our credit facilities, which could materially and adversely affect our financial condition and results of operations.
The terms of the First Lien Credit Facility (as defined below)herein) and Second Lien Term Credit Facility (as defined below)herein) provide for significantly higher effective interest rates than under the Company’sCompany's prior senior secured credit facilities, which will increase the interest expense payable by the Company and could cause a decrease in the Company’sCompany's cash flows and materially and adversely affect the Company’sCompany's financial condition and results of operations. In addition, under the terms of the First Lien Credit Facility and Second Lien Term Credit Facility, we are subject to more restrictive covenants and limitations than under the Company’sCompany's prior senior secured credit facilities. Failure to comply with such covenants could result in a default under the First Lien Credit Facility and Second Lien Term Credit Facility, and as a result, the commitments of the lenders thereunder may be terminated and the maturity of outstanding amounts could be accelerated.
We may be adversely affected by the potential discontinuation of LIBOR.
In July 2017, the Financial Conduct Authority in the United Kingdom, which regulates LIBOR, publicly announced that it will no longer compel or persuade banks to make LIBOR submissions after 2021. This announcement is expected to effectively end LIBOR rates beginning in 2022, and while other alternatives have been proposed, it is unclear which, if any, alternative to LIBOR will be available and widely accepted in major financial markets.
While there is currently no consensus on what rate or rates may become accepted alternatives to LIBOR, a group of large banks, the Alternative Reference Rate Committee ("AARC"), selected the Secured Overnight Financing Rate ("SOFR") as an alternative to LIBOR for U.S. dollar denominated loans and securities. SOFR has been published by the Federal Reserve Bank of New York ("FRBNY") since May 2018, and it is intended to be a broad measure of the cost of borrowing cash overnight collateralized by U.S. Treasury securities. The FRBNY currently publishes SOFR daily on its website at apps.newyorkfed.org/markets/autorates/sofr. The FRBNY states on its publication page for SOFR that use of SOFR is subject to important disclaimers, limitations and indemnification obligations, including that the FRBNY may alter the methods of calculation, publication schedule, rate revision practices or availability of SOFR at any time without notice. Because SOFR is published by the FRBNY based on data received from other sources, the Company has no control over its determination, calculation or publication. There can be no assurance that SOFR will not be discontinued or fundamentally altered in a manner that is materially adverse to the parties that utilize SOFR as the reference rate for transactions. There is also no assurance that SOFR will be widely adopted as the replacement reference rate for LIBOR.
The First Lien Revolving Credit Facility (as defined below)herein) and the First Lien Term Credit Facility each permit both base rate borrowings and LIBOR borrowings, in each case plus a spread above the base rate or LIBOR rate, as applicable. If an alternative to LIBOR is not available and widely accepted after 2021, our ability to borrow at an alternative to the base rate under the First Lien Revolving Credit Facility and the First Lien Term Credit Facility may be adversely impacted, and the costs associated with any potential future borrowings may increase.
Weakness in economic conditions could adversely affect our business, financial condition and results of operations.
Our money transfer business relies in part on the overall strength of global and local economic conditions. Our consumers tend to be employed in industries such as construction, energy, manufacturing and retail that tend to be cyclical and more
17
significantly impacted by weak economic conditions than other industries. This may result in reduced job opportunities for our customers in the U.S. or other countries that are important to our business, which could adversely affect our business, financial condition and results of operations. For example, sustained weakness in the price of oil could adversely affect economic conditions and lead to reduced job opportunities in certain regions that constitute a significant portion of our total money transfer volume, which could result in a decrease in our transaction volume. In addition, increases in employment opportunities may lag other elements of any economic recovery.
Our agents or billers may have reduced sales or business as a result of weak economic conditions. As a result, our agents could reduce their number of locations or hours of operation, or cease doing business altogether. Our billers may have fewer consumers making payments to them, particularly billers in those industries that may be more affected by an economic downturn such as the automobile, mortgage and retail industries.
As economic conditions deteriorate in a market important to our business, our revenue, financial condition and results of operations can be adversely impacted. Additionally, 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.
A significant change or disruption in international migration patterns could adversely affect our business, financial condition and results of operations.
Our money transfer business relies in part on international migration patterns, as individuals move from their native countries to countries with greater economic opportunities or a more stable political environment. A significant portion of money transfer transactions are initiated by immigrants or refugees sending money back to their native countries. Changes in immigration laws that discourage international migration and political or other events (such as war, trade wars, terrorism or health emergencies)emergencies including but not limited to the COVID-19 pandemic) that make it more difficult for individuals to migrate or work abroad could adversely affect our money transfer remittance volume or growth rate. Specifically, since the start of the COVID-19 pandemic, many governments have initiated, resumed or extended social distancing rules, lockdowns or shelter-in-place orders resulting in the inability of many individuals to migrate or work abroad, which has impacted our business. Even though some governments have lifted some of the restrictions on travel during the second half of 2020, the resulting economic impact of prior and ongoing COVID-19 governmental lockdown orders could still continue to negatively impact our business. Furthermore, continuing increases in COVID-19 cases occurring now or in the future could result in a return to lockdowns and shelter-in-place orders by governments which could negatively impact our business.
Additionally, sustained weakness in global economic conditions could reduce economic opportunities for migrant workers and result in reduced or disrupted international migration patterns. Reduced or disrupted international migration patterns, particularly in the U.S. or Europe, are likely to reduce money transfer transaction volumes and therefore have an adverse effect on our business, financial condition and results of operations. Furthermore, significant changes in international migration patterns could adversely affect our business, financial condition and results of operations.
There are a number of risks associated with our international sales and operations that could adversely affect our business.
We provide money transfer services between and among more than 200 countries and territories and continue to expand in various international markets. Our ability to grow in international markets and our future results could be adversely affected by a number of factors, including:
•changes in political and economic conditions and potential instability in certain regions, including in particular the recent civil unrest, terrorism, political turmoil and economic uncertainty in Africa, the Middle East and other regions;
•restrictions on money transfers to, from and between certain countries;
•currency 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;
•reduced protection of our intellectual property rights;
•unfavorable tax rules or trade barriers;
18
•inability to secure, train or monitor international agents; and
•failure to successfully manage our exposure to non-U.S. dollar exchange rates, in particular with respect to the euro.
In particular, a portion of our revenue is generated in currencies other than the U.S. dollar. As a result, we are subject to risks associated with changes in the value of our revenues denominated in non-U.S. dollars. In addition, we maintain significant non-U.S. dollar balances that are subject to volatility and could result in losses due to a devaluation of the U.S. dollar. As exchange rates among the U.S. dollar, the euro and other currencies fluctuate, the impact of these fluctuations may have a material adverse effect on our results of operations or financial condition as reported in U.S. dollars. See “Enterprise Risk Management-Non-U.S. Dollar Risk” in Item 7A of this Annual Report on2020 Form 10-K for more information.
Because 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 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 processes, including our consumer applications, 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’agents' or vendors’vendors' systems or processes, we could suffer financial loss, loss of consumers, regulatory sanctions, lawsuits and damage to our reputation or consumers’consumers' confidence in our business. The measures we have enacted, such as the implementation of 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. Certain of our agent contracts, including our contract with Walmart, contain service level standards pertaining to the operation of our system, and give the agent a right to collect damages or engage other providers and, in extreme situations, a right of termination for system downtime exceeding agreed upon service levels. If we experience significant system interruptions or system failures, our business interruption insurance may not be adequate to compensate us for all losses or damages that we may incur.
In addition, our ability to continue to provide our services to a growing number of agents and consumers, as well as to enhance our existing services and offer new services, 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. Any failure of our systems in scalability, reliability and functionality could adversely impact our business, financial condition and results of operations.
We conduct money transfer transactions in some regions that are politically volatile and economically unstable, which could increase our cost of operating in those regions.
We conduct money transfer transactions in some regions that are politically volatile and economically unstable, which could increase our cost of operating in those regions. For example, it is possible that our money transfer services or other products 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 fees and penalties, inability to settle due to currency restrictions or volatility, or other restrictions on our business operations. In addition to monetary fines or penalties that we could incur, we could be subject to reputational harm that could have a material adverse effect on our business, financial condition and results of operations.
We have submitted a Voluntary Self-Disclosure to OFAC that could result in penalties from OFAC, which could have a material adverse impact on our business or financial condition.
We have policies and procedures designed to prevent transactions that are subject to economic and trade sanctions programs administered by OFAC and by certain foreign jurisdictions that prohibit or restrict transactions to or from (or dealings with or involving) certain countries, their governments, and in certain circumstances, their nationals, as well as with certain individuals and entities such as narcotics traffickers, terrorists and terrorist organizations. If such policies and procedures are not effective in preventing such transactions, we may violate sanctions programs, which could have a material adverse impact on our business.
19
In 2015, we initiated an internal investigation to identify payments processed by the Company that were violations of OFAC sanctions regulations. We notified OFAC of the internal investigation, which was conducted in conjunction with the Company’sCompany's outside counsel. On March 28, 2017, we filed a Voluntary Self-Disclosure with OFAC regarding the findings of our internal investigation. OFAC is currently reviewing the results of the Company’sCompany's investigation. OFAC has broad discretion to assess potential violations and impose penalties. 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 operations, and we cannot predict when OFACthe matter will conclude their review of our
Major bank failure or sustained financial market illiquidity, or illiquidity at our clearing, cash management and custodial financial institutions, could adversely affect our business, financial condition and results of operations.
We face certain risks in the event of a sustained deterioration of financial market liquidity, as well as in the event of sustained deterioration in the liquidity, or failure, of our clearing, cash management and custodial financial institutions. In particular:
•We may be unable to access funds in our investment portfolio, deposit accounts and clearing accounts on a timely basis to settle our payment instruments, pay money transfers and make related settlements to agents. Any resulting need to access other sources of liquidity or short-term borrowing would increase our costs. Any delay or inability to settle our payment instruments, pay money transfers 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, and to the recovery of a significant portion of our investment portfolio. A substantial portion of our cash, cash equivalents and interest-bearing deposits are either held at banks that are not subject to insurance protection against loss or exceed the deposit insurance limit.
•Our First Lien Revolving Credit Facility is one source of funding for our corporate transactions and liquidity needs. If any of the bankslenders participating in our First Lien Revolving Credit Facility were unable or unwilling to fulfill its lending commitment to us, our short-term liquidity and ability to engage in corporate transactions, such as acquisitions, could be adversely affected.
•We may be unable to borrow from financial institutions or institutional investors on favorable terms, 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 and on our business, financial condition and results of operations.
An inability by us or our agents to maintain adequate banking relationships may adversely affect our business, financial condition and results of operations.
We rely on domestic and international banks for international cash management, electronic funds transfer and wire transfer services to pay money transfers and settle with our agents. We also rely on domestic banks to provide clearing, processing and settlement functions for our paper-based instruments, including official checks and money orders. Our relationships with these banks are a critical component of our ability to conduct our official check, money order and money transfer businesses. The inability on our part to maintain existing or establish new banking relationships sufficient to enable us to conduct our official check, money order and money transfer businesses could adversely affect our business, financial condition and results of operations. There can be no assurance that we will be able to establish and maintain adequate banking relationships.
If we cannot maintain sufficient relationships with large international banks that provide these services, we would be required to establish a global network of local banks to provide us with these services or implement alternative cash management procedures, which may result in increased costs. Relying on local banks in each country in which we do business could alter the complexity of our treasury operations, degrade the level of automation, visibility and service we currently receive from banks and affect patterns of settlement with our agents. This could result in an increase in operating costs and an increase in the amount of time it takes to concentrate agent remittances and to deliver agent payables, potentially adversely impacting our cash flow, working capital needs and exposure to local currency value fluctuations.
We and our agents are considered Money Service Businesses in the U.S. under the Bank Secrecy Act. U.S. regulators are increasingly taking the position that Money Service Businesses, as a class, are high risk businesses. In addition, the creation of anti-money laundering laws has created concern and awareness among banks of the negative implications of aiding and abetting money laundering activity. As a result, banks may choose not to provide banking services to Money Services Businesses in certain regions due to the risk of additional regulatory scrutiny and the cost of building and maintaining additional compliance functions. In addition, certain foreign banks have been forced to terminate relationships with Money Services Businesses by U.S. correspondent banks. As a result, we and certain of our agents have been denied access to retail banking services in certain markets by banks that have sought to reduce their exposure to Money Services Businesses and not as a result of any concern related to the Company’sCompany's compliance programs. If we or our agents are unable to obtain sufficient banking relationships, we or
20
they may not be able to offer our services in a particular region, which could adversely affect our business, financial condition and results of operations.
Changes in tax laws and unfavorable outcomes of tax positions we take could adversely affect our tax expense and liquidity.
From time to time, the U.S. federal, state, local and foreign governments may enact legislation that could increase our effective tax rates. If changes to applicable tax laws are enacted that significantly increase our corporate effective tax rate, our net income could be negatively impacted.
We file tax returns and take positions with respect to federal, state, local and international taxation, and our tax returns and tax positions are subject to review and audit by taxing authorities. An unfavorable outcome in a tax review or audit could result in higher tax expense, including interest and penalties, which could adversely affect our financial condition, results of operations and cash flows. We establish reserves for material known tax exposures; however, there can be no assurance that an actual taxation event would not exceed our reserves.
We face credit risks from our agents and financial institutions with which we do business.
The vast majority of our money transfer, bill payment and money order business is conducted through independent agents that provide our products and services to consumers at their business locations. Our agents receive the proceeds from the sale of our payment instruments and money transfers, and we must then collect these funds from the agents. If an agent becomes insolvent, files for bankruptcy, commits fraud or otherwise fails to remit payment instruments or money transfer proceeds to us, we must nonetheless pay the payment instrument or complete the money transfer on behalf of the consumer.
Moreover, we have made, and may make in the future, secured or unsecured loans to agents under limited circumstances or allow agents to retain our funds for a period of time before remitting them to us. As of December 31, 2019,2020, we had credit exposure to our agentsagents of $408.5$345.8 million in the aggregate spread across 5,121 agents.5,466 agents.
Financial institutions, which are utilized to conduct business for our Financial Paper Products segment, issue official checks and money orders and remit to us the face amounts of those instruments the day after they are issued. We may be liable for payment on all of those instruments. As of December 31, 2019,2020, we had credit exposure for official checks and money orders conducted by financial institutions of $222.3$331.2 million in the aggregate spread across 685915 financial institutions. In addition, we maintain balances in banks and digital asset exchangesexchanges around the world for our money transfer business. The deposits in these institutions may not have balance protection and, in the case of digital asset exchanges, may not be subject to regulation.
We monitor the creditworthiness of our 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 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 an agent bankruptcy or a financial institution receivership or insolvency, we would generally be in the position of creditor, possibly with limited or no security, 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 adverse effect on our business, financial condition and results of operations.
If we are unable to adequately protect our brand and the intellectual property rights related to our existing and any new or enhanced products and services, or if we infringe on the rights of others, our business, prospects, financial condition and results of operations could be adversely affected.
The MoneyGram brand is important to our business. We utilize trademark registrations in various countries and other tools to protect our brand. Our business would be harmed if we were unable to adequately protect our brand and the value of our brand was to decrease as a result.
We rely on a combination of patent, trademark and copyright laws, trade secret protection and confidentiality and license agreements to protect the intellectual property rights related to our products and services. We also investigate the intellectual property rights of third parties to prevent our infringement of those rights. 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. We cannot be certain of the outcome of any such allegations. Some of our intellectual property rights 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 could harm our business, prospects, financial condition and results of operation.
21
Failure to attract and retain key employees could have a material adverse impact on our business.
Our success 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. In addition, legal or enforcement actions against compliance and other personnel in the money transfer industry may affect our ability to attract and retain key employees. 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.
Any restructuring activities and cost reduction initiatives that we undertake may not deliver the expected results and these actions may adversely affect our business operations.
We have undertaken and may in the future undertake various restructuring activities and cost reduction initiatives in an effort to better align our organizational structure and costs with our strategy. These activities and initiatives can be substantial in scope and they can involve large expenditures. Such activities could result in significant disruptions to our operations, including adversely
affecting the timeliness of product releases, the successful implementation and completion of our strategic objectives and the results of our operations. If we do not fully realize or maintain the anticipated benefits of any restructuring plan or cost reduction initiative, our business, financial condition and results of operations could be adversely affected.
Failure to maintain effective internal controls in accordance with Section 404 of the Sarbanes-Oxley Act could have a material adverse effect on our business.
We are required to certify and report on our compliance with the requirements of Section 404 of the Sarbanes-Oxley Act, which requires annual management assessments of the effectiveness of our internal control over financial reporting and a report by our independent registered public accounting firm addressing the effectiveness of our internal control over financial reporting. If we fail to maintain the adequacy of our internal controls, as such standards are modified, supplemented or amended from time to time, we may not be able to ensure that we can conclude on an ongoing basis that we have effective internal controls over financial reporting in accordance with Section 404. In order to achieve effective internal controls, we may need to enhance our accounting systems or processes, which could increase our cost of doing business. Any failure to achieve and maintain an effective internal control environment could have a material adverse effect on our business.
Risks Related to Ownership of Our Stock
The issuance of shares of our common stock upon exercise of outstanding warrants that were issued to our second lien lenders and Ripple will dilute the ownership interest of our existing stockholders and could adversely affect the prevailing market price of our common stock.
In connection with the closing of the Second Lien Term Credit Facility, the Company issued warrants representing the right to purchase 5,423,470 shares of common stock (representing approximately 8% of the then-outstanding fully diluted common stock of the Company) for $0.01 per share to the lenders under the Second Lien Term Credit Facility. In addition, pursuant to a Securities Purchase Agreement (the “SPA”"SPA") with Ripple, dated June 17, 2019, the Company has issued warrants to Ripple representing the right to purchase 5,957,600 shares of common stock at a per share reference purchase price of $4.10 per share of common stock underlying the warrant, exercisable for $0.01 per underlying share of common stock.
On November 22, 2019, the Company issued and sold to Ripple (i) 626,600 shares of common stock at a purchase price of $4.10 per share and (ii) a warrant to purchase 4,251,449 shares of common stock at a per share reference price of $4.10 per share of common stock underlying the warrant, exercisable at $0.01 per underlying share of common stock, for an aggregate purchase price of $20.0 million. For more information related to the SPA, see Note 1820 — Related Parties of the Notes to the Consolidated Financial Statements.
The exercise of some or all of the warrants will dilute the ownership interests of existing stockholders. In addition, any sales in the public market of the common stock issuable upon such exercise or any anticipated sales upon exercise of the warrants could adversely affect prevailing market prices of our common stock. These factors also could make it more difficult for us to raise funds through future offerings of common stock and could adversely affect the terms under which we could obtain additional equity capital. Following the occurrence of an exercise trigger for the warrants, we have no control over whether or when the holders will exercise their warrants.
22
Our charter and Delaware law contain provisions that could delay or prevent an acquisition of the Company, which could inhibit your ability to receive a premium on your investment from a possible sale of the Company.
Our charter contains provisions that may discourage third parties from seeking to acquire the Company. These provisions and specific provisions of Delaware law relating to business combinations with interested stockholders may have the effect of delaying, deterring or preventing certain business combinations, including a merger or change in control of the Company. Some of these provisions may discourage a future acquisition of the Company even if stockholders would receive an attractive value for their shares or if a significant number of our stockholders believed such a proposed transaction to be in their best interests. As a result, stockholders who desire to participate in such a transaction may not have the opportunity to do so.
Our bylaws designate the Court of Chancery of the State of Delaware as the soleamended and exclusive forum for certain types of actions and proceedings that may be initiated by our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers or employees.
Our amended and restated bylaws provide that, unless the Company consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware shall, to the fullest extent permitted by law, be the sole and exclusive forum for each of the following:
•any derivative action or proceeding brought on our behalf (ii) of the Company;
•any action asserting a claim of breach of a fiduciary duty owed by any director or officer or other employee of our directors, officersthe Company to the Company or employees to us or our stockholders, (iii) the Company’s stockholders;
•any action asserting a claim arising pursuant to any provision of the Delaware General Corporation Law, or (iv) Law; and
•any action asserting a claim against us that is governed by the internal affairs doctrine. This choice
These exclusive-forum provisions do not apply to claims under the Securities Act, the Exchange Act or any other claims for which the federal courts have exclusive jurisdiction.
Any person or entity purchasing or otherwise acquiring any interest in any shares of our stock shall be deemed to have notice of and to have consented to the exclusive forum provisionprovisions in our amended and restated bylaws.
These exclusive-forum provisions may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers, or other employees, which may discourage such lawsuits against us and such persons. Alternatively, if aour directors, officers, and other employees. If any other court of competent jurisdiction were to find these provisions of our exclusive-forum provision in our amended and restated bylaws to be inapplicable to, or unenforceable, in respect of, one or more of the specified types of actions or proceedings, we may incur additional costs associated with resolving such mattersthe dispute in other jurisdictions, which could adversely affectharm our business, financial condition or results of operations.business.
Our Board of Directors has the power to issue series of preferred stock and to designate the rights and preferences of those series, which could adversely affect the voting power, dividend, liquidation and other rights of holders of our common stock.
Under our charter, our Board of Directors has the power to issue series of preferred stock and to designate the rights and preferences of those series. Therefore, our Board of Directors may designate a new series of preferred stock with the rights, preferences and privileges that our Board of Directors deems appropriate, including special dividend, liquidation and voting rights. The creation and designation of a new series of preferred stock could adversely affect the voting power, dividend, liquidation and other rights of holders of our common stock and, possibly, any other class or series of stock that is then in existence.
The market price of our common stock may be volatile.
The market price of our common stock may fluctuate significantly in response to a number of factors, some of which may be beyond our control. These factors include the perceived prospects for or actual operating results of our business; changes in estimates of our operating results by analysts, investors or our management; our actual operating results relative to such estimates or expectations; actions or announcements by us, our agents, or our competitors; litigation and judicial decisions; legislative or regulatory actions; and changes in general economic or market conditions. In addition, the stock market in general has from time to time experienced extreme price and volume fluctuations. These market fluctuations could reduce the market price of our common stock for reasons unrelated to our operating performance.
Item 1B. UNRESOLVED STAFF COMMENTS
None.
Item 2. PROPERTIES
Our leased corporate offices are located in Dallas, TX. We have a number of offices leased in more thanmore than 30 countriescountries and territories around the world including, but not limited to: U.S., United Kingdom, Poland and United Arab Emirates. These offices provide operational, sales and marketing support and are used by both our Global Funds Transfer Segment and our Financial Paper Products Segment. We believe that our properties are sufficient to meet our current and projected needs. We periodically review our facility requirements and may acquire new facilities, or modify, consolidate, dispose of or sublet existing facilities, based on business needs.
Item 3. LEGAL PROCEEDINGS
A description of our legal proceedings is included in and incorporated by reference to uncertaintiesNote 15 — Commitments 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.
Item 4. MINE SAFETY DISCLOSURES
None.
24
PART II.
Item 5. MARKET FOR THE REGISTRANT’SREGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
Our common stock is traded on the NASDAQ Stock Market LLC under the symbol “MGI.”"MGI." As of February 26, 2020,18, 2021, there were 7,3787,133 stockholders of record of our common stock.
STOCKHOLDER RETURN PERFORMANCE
The Company’sCompany's peer group consists of companies that are in the money remittance and payment industries, along with companies that effectively capture our competitive landscape given the products and services that we provide. The peer group is composed of the following companies: Euronet Worldwide Inc., Fiserv, Inc., Global Payments Inc., International Money Express, Inc., PayPal Holdings, Inc. and Western Union. In 2019, International Money Express, Inc. was added to the Company’s peer group and Total Systems Services, Inc. was removed from the peer group due to its acquisition by Global Payments Inc.
The following graph compares the cumulative total return from December 31, 20142015 to December 31, 20192020 for our common stock, our new and old peer groups of payment services companies and the S&P 500 Index. The graph assumes the investment of $100 in each of our common stock, our new and old peer groups and the S&P 500 Index on December 31, 2014,2015, and the reinvestment of all dividends as and when distributed. The graph is furnished and shall not be deemed “filed”"filed" with the SEC or subject to Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”"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.
COMPARISON OF CUMULATIVE TOTAL RETURN*
AMONG MONEYGRAM INTERNATIONAL, INC.,
S&P 500 INDEX AND PEER GROUP INDEX
*$100 invested on 12/31/20142015 in stock or index, including reinvestment of dividends.
The following table is a summary of the cumulative total return for the fiscal years ending December 31:
| 12/31/2015 | 12/31/2016 | 12/31/2017 | 12/31/2018 | 12/31/2019 | 12/31/2020 | |||||||||||||||||||||||||||||||||
| MoneyGram International, Inc. | $ | 100.00 | $ | 188.36 | $ | 210.21 | $ | 31.90 | $ | 33.49 | $ | 87.16 | ||||||||||||||||||||||||||
| S&P 500 | $ | 100.00 | $ | 111.96 | $ | 136.40 | $ | 130.42 | $ | 171.49 | $ | 203.04 | ||||||||||||||||||||||||||
| Peer Group | $ | 100.00 | $ | 111.94 | $ | 171.59 | $ | 191.41 | $ | 270.62 | $ | 419.83 | ||||||||||||||||||||||||||
25
| 12/31/2014 | 12/31/2015 | 12/31/2016 | 12/31/2017 | 12/31/2018 | 12/31/2019 | ||||||||||||||||||
| MoneyGram International, Inc. | $ | 100.00 | $ | 68.98 | $ | 129.92 | $ | 144.99 | $ | 22.00 | $ | 23.10 | |||||||||||
| S&P 500 | $ | 100.00 | $ | 101.38 | $ | 113.51 | $ | 138.29 | $ | 132.23 | $ | 173.86 | |||||||||||
| New Peer Group | $ | 100.00 | $ | 127.12 | $ | 142.30 | $ | 218.13 | $ | 243.33 | $ | 344.02 | |||||||||||
| Old Peer Group | $ | 100.00 | $ | 127.12 | $ | 142.30 | $ | 218.13 | $ | 243.30 | $ | 344.24 | |||||||||||
Item 6. SELECTED FINANCIAL DATA
The information set forth below should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our Consolidated Financial Statements and Notes thereto. The following table presents our selected consolidated financial data forCompany has early adopted the years ended December 31:
| (Amounts in millions, except per share data) | 2019 | 2018 | 2017 | 2016 | 2015 | ||||||||||||||
| Operating Results | |||||||||||||||||||
| Revenue | |||||||||||||||||||
| Global Funds Transfer segment | $ | 1,183.3 | $ | 1,347.9 | $ | 1,508.1 | $ | 1,553.7 | $ | 1,465.8 | |||||||||
| Financial Paper Products segment | 101.8 | 99.7 | 94.0 | 75.6 | 73.3 | ||||||||||||||
| Other | — | — | — | 1.1 | — | ||||||||||||||
| Total revenue | $ | 1,285.1 | $ | 1,447.6 | $ | 1,602.1 | $ | 1,630.4 | $ | 1,539.1 | |||||||||
| Net (loss) income | $ | (60.3 | ) | $ | (24.0 | ) | $ | (29.8 | ) | $ | 15.9 | $ | (77.7 | ) | |||||
| Net (loss) income per common share: | |||||||||||||||||||
| Basic | $ | (0.85 | ) | $ | (0.37 | ) | $ | (0.47 | ) | $ | 0.26 | $ | (1.25 | ) | |||||
| Diluted | $ | (0.85 | ) | $ | (0.37 | ) | $ | (0.47 | ) | $ | 0.24 | $ | (1.25 | ) | |||||
| Financial Position | |||||||||||||||||||
| Cash and cash equivalents | $ | 146.8 | $ | 145.5 | $ | 190.0 | $ | 157.2 | $ | 164.5 | |||||||||
| Total assets | $ | 4,185.0 | $ | 4,296.1 | $ | 4,772.5 | $ | 4,597.4 | $ | 4,505.2 | |||||||||
| Long-term debt, net | $ | 850.3 | $ | 901.0 | $ | 908.1 | $ | 915.2 | $ | 942.6 | |||||||||
| Stockholders’ deficit | $ | (240.4 | ) | $ | (268.8 | ) | $ | (245.3 | ) | $ | (215.6 | ) | $ | (229.5 | ) | ||||
ITEM 7. MANAGEMENT’SMANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion should be read in conjunction with our Consolidated Financial Statements and related Notes. This discussion contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated due to various factors discussed below under “Cautionary Statements Regarding Forward-Looking Statements” and under the caption “Risk Factors”Factors in Part I, Item 1A of this Annual Report on2020 Form 10-K.
The comparisons presented in this discussion refer to the same period in the prior year, unless otherwise noted. For a discussion on the comparison between fiscal year 2019 and fiscal year 2018 results, see Item 7,Management’s Discussion and Analysis of Financial Condition and Results of Operations included in MoneyGram’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019, as filed with the SEC. This discussion is organized in the following sections:
•Overview
•Results of Operations
•Liquidity and Capital Resources
•Critical Accounting Policies and Estimates
•Cautionary Statements Regarding Forward-Looking Statements
OVERVIEW
MoneyGram is a global leader in cross-border P2P payments and money transfers. Our consumer-centric capabilities enable the quick and affordable transfer of money to family and friends around the world. Whether through online and mobile platforms, integration with mobile wallets, a kiosk, or any one of the hundreds of thousands of agent locations in approximatelyover 200 countries and territories, with over 85 now digitally enabled, the innovative MoneyGram platform connects consumers in ways designed to be convenient for them. In the U.S. and in select countries and territories, we also provide bill payment services, issue money orders and process official checks. We primarily offer our services and products through third-party agents and directly to consumers through our direct-to-consumer digital solutions. Third-
We manage our revenue and related commissions expense through two reporting segments: Global Funds Transfer and Financial Paper Products. The Global Funds Transfer segment provides global money transfer services in more than 350,000410,000 agent locations. Our global money transfer services are our primary revenue driver, accounting for 87%91% of total revenue for the year ended December 31, 2019.2020. The Global Funds Transfer segment also provides bill payment services to consumers through substantially all of our money transfer agent locations in the U.S., at certain agent locations in select Caribbean and European countries and through our digital solutions. The Financial Paper Products segment provides money order services to consumers through retail locations and financial institutions located in the U.S. and Puerto Rico and provides official check services to financial institutions in the U.S. Corporate expenses that are not related to our segments’ performance are excluded from operating income for Global Funds Transfer and Financial Paper Products segments.
COVID-19 Update
General Economic Conditions and MoneyGram Impact
The global spread and unprecedented impact of COVID-19 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. Since the outbreak, we have seen the profound effect it is having on human health, the global economy and society at large. Public and private sector policies aimed at reducing the transmission of COVID-19 have varied significantly in different regions of the world, but have resulted in shelter-in-place orders and the mandatory closing of various businesses across many of the countries in which we operate.
MoneyGram experienced a decline in transaction volume and related revenue in its Retail Channel in March and April of 2020 as the impact of mandatory closures and stay-at-home orders took effect. Many of our agents around the world were forced to suspend operations due to mandatory government closure orders. In addition, demand for walk-in money transfer services decreased as restrictions on mobility, lower levels of economic activity and unemployment impacted consumers.
26
Starting in the second quarter of 2020, some progress in the containment of COVID-19 was made globally, and some governmental authorities removed or began rolling back some restrictions such as quarantines, shutdowns and some shelter-in-place orders. In addition, government rules generally included remittances as an "essential service," which gave agents the ability to reopen physical locations even when other businesses were closed. As restrictions eased, after the initial impact of the COVID-19 pandemic, the ability to physically transact on a more normal basis was restored in many markets but has continued with interruptions for limited periods of time in certain regions of the world. As the spread of COVID-19 infections caused major countries to reinstitute lockdowns and restrictions on travel throughout the year, the result has been lower levels of economic activity, and has significantly reduced migration throughout most of the world.
It is impossible to predict the scope and duration of the impact of the COVID-19 pandemic as the situation is ever evolving and there are a number of uncertainties related to this pandemic. The impact of COVID-19 for the coming year and beyond will depend on the duration and severity of economic conditions resulting from the crisis, public policy actions, expansion and duration of returns to lockdowns and shelter-in-place orders by governments, new initiatives undertaken by the Company and changes in consumer behavior over the long term.
MoneyGram Response to COVID-19
The Company continues to address the COVID-19 pandemic and its impact globally with an internal COVID Task Force composed of a cross-functional group of employees working to mitigate the potential impacts to our people and business. Shortly after the onset of the pandemic, MoneyGram took the following steps to preserve liquidity and value and maintain continuity of operations in response to the pandemic:
•Implemented a global Business Continuity Plan;
•Established employee support initiatives including work from home arrangements for the Company's entire workforce;
•Reduced expenses and preserved cash by:
◦Suspending significant discretionary expenses;
◦Reducing salaries of non-hourly employees, including executive officers and board of director cash retainers, by 20% for a limited time period;
◦Negotiating reduced supplier rates for many products and services;
◦Deferring employer Social Security tax payments as allowed by the Coronavirus Aid, Relief, and Economic Security ("CARES") Act; and
◦Borrowing $23.0 million in the first quarter of 2020 under our revolving credit facility to improve our cash position and preserve financial flexibility.
•Conducted proactive outreaches to governmental and regulatory bodies;
•Proactively continued to manage our fraud prevention programs to protect consumers from COVID-19-related financial scams; and
•Alerted and directed consumers to our website and app, and encouraged direct-to-account transfers.
As transaction volume and revenue began to improve during the second quarter of 2020, the Company reversed certain of these actions. Specifically, we repaid the entire $23.0 million that we borrowed under the revolving credit facility, and we returned salaries to their normal levels. We also repaid the 20% reduction in salary back to our employees, making them whole for 2020.
We continue to place a priority on business continuity and contingency planning, including for potential extended closures of any key agents or disruptions related to our contractual counterparties that might arise as a result of COVID-19. While we have not experienced material disruptions in our service offerings aside from mandatory agent location closures, it is possible that further disruptions could occur as the pandemic continues. We cannot reasonably estimate the potential impact or timing of those events, and we may not be able to mitigate such impact.
Business Environment and Recent Developments
In 2019,2020, worldwide political conditions became more volatile, and economic conditions remained highly dynamic,weakened, as evidenced by the economic and political consequences of the COVID-19 pandemic, continuing political unrest in certain markets, currency controls in select countries and a volatileconstricted immigration environment. Given the global extent of the current political and economic conditions,these events, money transfer volumes, and the average face valueFace Value of money transfers continue to be highly variable, by corridor and country, butcan deviate from norms based on Corridor and country. The World Bank has predicted a significant global contraction in the overall remittance market continuesamount of funds transferred in 2021, as employment, migration patterns and economic conditions continue to grow as indicated byfeel the World Bank.impact of declining consumer confidence and government efforts to mitigate infections during the pandemic.
27
The competitive environment continues to change as both established players and new, digital-only entrants work to innovate and deliver a low costan affordable and convenient customer experience to win market share. Our competitors include a small number of large money transfer and bill payment providers, financial institutions, banks and a large number of small niche money transfer service providers that serve select regions. We generally compete on the basis of customer experience, price, agent commissions, brand awareness, customer experience and convenience.
As of December 31, 2020, the Company has digital capabilities through which consumers can send and receive money in more than 85 countries around the world. Digital revenue for the year ended December 31, 2020 was $188.0 million, or 17% of money transfer revenue, compared to $114.6 million for the year ended December 31, 2019. Total digital money transfer transactions represented 25% and 14% of money transfer transactions for the years ended December 31, 2020 and 2019, respectively. In September 2019,2020, digital revenue and transaction volume represented the fastest growth market for the Company.
We continue to invest in innovative products and services, such as our leading mobile app and integrations with mobile wallets, and account deposit services, to position the Company to meet consumer needs. Furthermore, our partnership with Visa Direct provides consumers with additional choices on how to receive funds across a broader number of countries. We believe that combining our cash and digital capabilities enables us to differentiate against digital-only competitors who are not able to serve a significant portion of the remittance market that relies on cash.
In October 2020, the Company extended its agreement with Walmart, its largest agent, through March 29, 2021.2024. In 2018, the Company and Walmart announced the launch of Walmart2World, Powered by MoneyGram, a new white-label money transfer service that allows customers to send money from Walmart in the U.S. to any non-U.S. MoneyGram location. The lower price pointforeign exchange margins of the white-label service has negatively impacted our revenue and operating income in 2019.2019 and 2020. On November 4, 2019,January 19, 2021, Walmart announcedinformed us of a new agreement that the white-labelwould enable Western Union money transfer, service would now be joined by other brands in becoming part of a marketplace ofbill payment and money transferorder services at U.S. Walmart stores across the U.S. For the year ended December 31, 2019, thelocations. The MoneyGram “powered by”"powered by" white-label Walmart2World product represented approximately 9%8% of total revenue. At this time,Currently, it is difficult to predict exactly how this new Walmart marketplace will impact current transaction volumes and profit margins. Any impact to financial results will depend on a variety of factors including the timing of the rollout to the marketplace,of a new participant into Walmart Stores, how the products are placed at the point-of-sale and how aggressively each of the competitioncompetitors chooses to price itstheir foreign exchange.
In addition to the changes in the competitive environment, MoneyGram’s global compliance requirements are becoming increasingly morehave remained complex, which has affected our top line growth and profit margin. We continue to enhance and automate our compliance tools to comply with various government and other regulatory programs around the world, as well as address corridorCorridor specific risks associated with fraud or money laundering.
In June 2019, we announced a commercial agreement with Ripple Labs, Inc., which is scheduled to expire on July 1, 2023. The commercial agreement allows MoneyGram to utilize Ripple’sRipple's ODL platform, (formerly known as xRapid), as well as XRP, to facilitateits cryptocurrency, for foreign exchange trading. The Company ishas been compensated by Ripple for developing and bringing trading volume and liquidity to foreign exchange markets, facilitated by the ODL platform, and providing a reliable level of foreign exchange trading activity. The Company anticipatesOn December 22, 2020, the SEC filed a lawsuit against Ripple alleging that this partnership, at scale, can reduce our working capital needsthey raised over $1.3 billion through an unregistered, ongoing digital asset offering in violation of the registration provisions of the Securities Act of 1933. Subsequently, substantially all of the U.S.-based digital asset exchanges removed XRP from their platforms. MoneyGram ceased transacting with Ripple under the commercial agreement in early December 2020 and generate additional revenuehas not since resumed trading. It is possible that MoneyGram will not resume transacting with Ripple under the commercial agreement and cash flows duringwill be unable to receive the termrelated market development fees in 2021 and beyond. Per the terms of the commercial agreement.
agreement, the Company does not pay fees to Ripple for its usage of the ODL platform or the related software and there are no clawback or refund provisions.
In the fourth quarter of 2019, the Company committed to an operational plan to reduce overall operating expenses, including the elimination of between 70 and 90approximately 120 positions across the Companycompany (the “2019"2019 Organizational Realignment”Realignment"). In the the first half of 2020, this number was revised to approximately 100 positions as the operational plan drew closer to completion. The workforce reduction iswas designed to streamline operations and structure the Company in a way that will be more agile and aligned around our plan to execute market-specific strategies tailored to different segments. The Company expects to complete the workforce reduction by the end ofwas substantially completed in the first quarterhalf of 2020 and incurwith $8.5 million of costs between $6.0 million and $8.0 million over the life of the plan. The charges consistincurred consisting primarily of one-time termination benefits for employee severance and related costs, all of which are expected to resultresulted in cash expenditures and substantially all of which will bethat were paid out by the end of the second quarter ofduring 2020. We expect the 2019 Organizational Realignment to reduce annualized operating expenses by approximately $14.0 million beginning$18.0 million.
On January 11, 2021, MoneyGram committed to an operational plan to reduce overall operating expenses, including the elimination of approximately 90 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 2020.a way that will be more agile and aligned around its plan to execute market-specific strategies. The actual timing and coststotal expected cost of the plans2021 Organizational Realignment is approximately $9.7 million, which includes approximately $6.2 million in one-time cash severance expenditures and $3.5 million in real estate-related and other cash expenditures. The Company expects the 2021 Organizational Realignment to reduce operating expenses by approximately
28
$18.0 million on an annualized basis. The Company anticipates the workforce reduction portion of the 2021 Organizational Realignment to be substantially completed in the first quarter of 2021 and related cash expenditures to be substantially paid out in 2021.The Company’s estimates are based on a number of assumptions.Actual results may differ frommaterially, and additional charges not currently expected may be incurred in connection with, or as a result of, the Company’s current expectations and estimates.2021 Organizational Realignment.
Capital Structure Update
On June 26, 2019, we entered into an amended First Lien Credit Agreement (the “First"First Lien Credit Agreement”Agreement") and a new Second Lien Credit Agreement (the “Second"Second Lien Credit Agreement”Agreement"), each with Bank of America, N.A. acting as administrative agent. These agreements extended and/or repaid in full all outstanding indebtedness under the Company’sCompany's existing creditcredit facility. The amended First Lien Credit Agreement provides for a $35.0 million senior secured three-year revolving credit facility (the “First"First Lien Revolving Credit Facility”Facility") and a senior secured four-year term loan in an aggregate principal amount of $645.0 million (the “First"First Lien Term Credit Facility”Facility" and, together with the First Lien Revolving Credit Facility, the “First"First Lien Credit Facility”Facility"). The Second Lien Credit Agreement provides $245.0 million of a secured five-year term loan. In connection with the termination of the previous credit facility, we recognized debt extinguishment costs of $2.4 million in the second quarter of 2019. For more information on the credit agreements, see Note 910 — Debt of the Notes to the Consolidated Financial Statements and the “Liquidity and Capital Resources”Resources section below.
In connection with the closing of the Second Lien Term Credit Facility, the Company issued warrants representing the right to purchase 5,423,470 shares of common stock (representing approximately 8% of the then-outstanding fully diluted common stock of the Company) for $0.01 per share to the lenders under the Second Lien Term Credit Facility.
In June 2019, the Company entered into the SPA with Ripple, pursuant to which Ripple agreed to purchase and the Company agreed to issue up to $50.0 million of common stock and ten-year warrants to purchase common stock at $0.01 per underlying share of common stock (“("Ripple Warrants”Warrants"). In connection with the execution of the SPA, Ripple purchased, and the Company issued, (i) 5,610,923 shares of common stock at a purchase price of $4.10 per share and (ii) a Ripple Warrant to purchase 1,706,151 shares of common stock at a per share reference purchase price of $4.10 per share of common stock underlying the Ripple Warrant, exercisable at $0.01 per underlying share of common stock, for an aggregate purchase price of $30.0 million. The Company incurred direct and incremental costs of $0.5 million related to this transaction.
On November 22, 2019, in connection with an additional closing under the SPA, the Company issued and sold to Ripple (i) 626,600 shares of common stock at a purchase price of $4.10 per share and (ii) a Ripple Warrant to purchase 4,251,449 shares of common stock at a per share reference price of $4.10 per share of common stock underlying the Ripple Warrant, exercisable at $0.01 per underlying share of common stock, for an aggregate purchase price of $20.0 million representing the remaining amount of common stock and warrants that Ripple agreed to purchase under the SPA. For more information related to the SPA, see Note 1820 — Related Parties of the Notes to the Consolidated Financial Statements.
On November 25, 2020, Ripple held 6,237,523 shares of our common stock and initiated the sale of 4,000,000 shares through a series of open market transactions that occurred from November 27, 2020 to December 14, 2020. As of December 31, 2020, Ripple held 2,237,523 shares of our common stock.
Anticipated Trends
This discussion of trends expected to impact our business in 20202021 is based on information presently available and reflects certain assumptions, including assumptions regarding future economic conditions. Differences in actual economic conditions compared with our assumptions could have a material impact on our results. See “Cautionary Statements Regarding Forward-Looking Statements” and Part I, Item 1A, “Risk Factors” of this Annual Report on2020 Form 10-K for additional factors that could cause results to differ materially from those contemplated by the following forward-looking statements.
In 2019,2020, MoneyGram focused on positioning the Company to better compete by building and expanding customer-centriccustomer-direct capabilities, accelerating digital capabilities, modernizing operations and expense structures, de-risking the business to better protect consumers andgrowth, expanding our product offerings. We continue to see increased opportunities to capitalize on growth and expansion through product and service offerings. The Company is growing its digital footprint through the introduction of new countries for the moneygram.com platform, new partnerships, and the introduction of new ways to send and receive money.modernizing operations.
Through 2020,2021, we believe the industry will continue to see a number of trends: the growth of digital transactions, aggressive pricing strategies, the importance of customer experience, and continuing geopolitical volatility.global economic weakness. To position the Company to respond to these trends, we are continuing to focus on our strategy to deliver a differentiated customer experience, acceleratescale our digital growth, properties,be the preferred partner for agents and evaluatein cross-border transactions, capture new revenue streams by pursuing business modelsmonetizing our capabilities and have continuous improvement in the cost structure and efficiency of the future.
Company.
In the second quarter of 2020, we announced partnerships with E9Pay and Global Money Express, two significant Korean fintech providers, which expanded MoneyGram digital send footprint. Additionally, in January 2021, we announced the expansion of our Visa Direct relationship through Checkout.com. The new partnership provides our consumers with near real-time deposit capabilities to Visa debit card holders in 25 countries and 575 Corridors. In 2021, we will continue to enhancebroaden our global walk-in business across several key regions. In the first monthsdigital footprint through innovative digital partnerships while continuing to focus on enhancing our direct to account reach and real-time deposit capabilities.
29
We expect pricing pressure and competition to be continuous challenges through 2020.2021. Currency volatility, liquidity pressure on central banks and pressure on labor markets in specific countries may also continue to impact our business. On December 22, 2020, the SEC filed a lawsuit against Ripple alleging that they raised over $1.3 billion through an unregistered, ongoing digital asset securities offering in violation of the registration provisions of the Securities Act of 1933. Subsequently, substantially all of the U.S.-based digital asset exchanges removed XRP from their platforms.MoneyGram ceased transacting with Ripple under the existing commercial agreement in early December 2020 and has not since resumed trading. It is possible that MoneyGram will not resume transacting with Ripple under the commercial agreement and receive the related market development fees in 2021 and beyond.
For our Financial Paper Products segment, we expect the decline in overall paper-based transactions to continue primarily due to continued migration by customers to other payment methods. Our investment revenue, which consists primarily of interest income generated through the investment of cash balances received from the sale of our Financial Paper Products, is dependent on the interest rate environment. The Company would see a positive impact on its investment revenue if interest rates rise, and conversely, a negative impact if interest rates decline.
Financial Measures and Key Metrics
This Annual Report on2020 Form 10-K includes financial information prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”)U.S. GAAP as well as certain non-GAAP financial measures that we use to assess our overall performance.
U.S. GAAP Measures—We utilize certain financial measures prepared in accordance with U.S. GAAP to assess the Company’sCompany's overall performance. These measures include fee and other revenue, fee and other commissions expense, fee and other revenue less commissions, operating income and operating margin.
Non-GAAP Measures—Generally, a non-GAAP financial measure is a numerical measure of financial performance, financial position or cash flows that excludes (or includes) amounts that are included in (or excluded from) the most directly comparable measure calculated and presented in accordance with U.S. GAAP. The non-GAAP financial measures should be viewed as a supplement to, and not a substitute for, financial measures presented in accordance with U.S. GAAP. We strongly encourage investors and stockholders to review our financial statements and publicly-filed reports in their entirety and not to rely on any single financial measure. While we believe that these metrics enhance investors’investors' understanding of our business, these metrics are not necessarily comparable with similarly named metrics of other companies. The following are non-GAAP financial measures we use to assess our overall performance:
EBITDA(Earnings before interest, taxes, depreciation and amortization, including agent signing bonus amortization).
Adjusted EBITDA(EBITDA adjusted for certain significant items) — Adjusted EBITDA does not reflect cash requirements necessary to service interest or principal payments on our indebtedness or tax payments that may result in a reduction in cash available.
Adjusted Free Cash Flow (Adjusted EBITDA less cash interest, cash taxes, cash payments for capital expenditures and cash payments for agent signing bonuses) — Adjusted Free Cash Flow does not reflect cash payments related to the adjustment of certain significant items in Adjusted EBITDA.
Constant Currency— Constant currency metrics assume that amounts denominated in non-U.S. dollars are translated to the U.S. dollar at rates consistent with those in the prior year.
30
RESULTS OF OPERATIONS
The following table is a summary of the results of operations for the years ended December 31:
| (Amounts in millions, except percentages) | 2020 | 2019 | 2020 vs 2019 | 2020 vs 2019 | ||||||||||||||||||||||||||||||||||||||||
| Revenue | ||||||||||||||||||||||||||||||||||||||||||||
| Fee and other revenue | $ | 1,197.2 | $ | 1,230.4 | $ | (33.2) | (3) | % | ||||||||||||||||||||||||||||||||||||
| Investment revenue | 20.0 | 54.7 | (34.7) | (63) | % | |||||||||||||||||||||||||||||||||||||||
| Total revenue | 1,217.2 | 1,285.1 | (67.9) | (5) | % | |||||||||||||||||||||||||||||||||||||||
| Expenses | ||||||||||||||||||||||||||||||||||||||||||||
| Fee and other commissions expense | 603.6 | 613.4 | (9.8) | (2) | % | |||||||||||||||||||||||||||||||||||||||
| Investment commissions expense | 3.6 | 23.3 | (19.7) | (85) | % | |||||||||||||||||||||||||||||||||||||||
| Direct transaction expense | 45.8 | 25.5 | 20.3 | 80 | % | |||||||||||||||||||||||||||||||||||||||
| Total commissions and direct transaction expenses | 653.0 | 662.2 | (9.2) | (1) | % | |||||||||||||||||||||||||||||||||||||||
| Compensation and benefits | 223.8 | 228.4 | (4.6) | (2) | % | |||||||||||||||||||||||||||||||||||||||
| Transaction and operations support | 111.6 | 207.8 | (96.2) | (46) | % | |||||||||||||||||||||||||||||||||||||||
| Occupancy, equipment and supplies | 61.4 | 60.9 | 0.5 | 1 | % | |||||||||||||||||||||||||||||||||||||||
| Depreciation and amortization | 64.4 | 73.8 | (9.4) | (13) | % | |||||||||||||||||||||||||||||||||||||||
| Total operating expenses | 1,114.2 | 1,233.1 | (118.9) | (10) | % | |||||||||||||||||||||||||||||||||||||||
| Operating income | 103.0 | 52.0 | 51.0 | 98 | % | |||||||||||||||||||||||||||||||||||||||
| Other expenses | ||||||||||||||||||||||||||||||||||||||||||||
| Interest expense | 92.4 | 77.0 | 15.4 | 20 | % | |||||||||||||||||||||||||||||||||||||||
| Other non-operating expense (income) | 4.5 | 39.3 | (34.8) | (89) | % | |||||||||||||||||||||||||||||||||||||||
| Total other expenses | 96.9 | 116.3 | (19.4) | (17) | % | |||||||||||||||||||||||||||||||||||||||
| Income (loss) before income taxes | 6.1 | (64.3) | 70.4 | NM | ||||||||||||||||||||||||||||||||||||||||
| Income tax expense (benefit) | 14.0 | (4.0) | 18.0 | NM | ||||||||||||||||||||||||||||||||||||||||
| Net loss | $ | (7.9) | $ | (60.3) | $ | 52.4 | (87) | % | ||||||||||||||||||||||||||||||||||||
| (Amounts in millions, except percentages) | 2019 | 2018 | 2017 | 2019 vs 2018 | 2018 vs 2017 | 2019 vs 2018 | 2018 vs 2017 | ||||||||||||||||||
| Revenue | |||||||||||||||||||||||||
| Fee and other revenue | $ | 1,230.4 | $ | 1,398.1 | $ | 1,560.9 | $ | (167.7 | ) | $ | (162.8 | ) | (12 | )% | (10 | )% | |||||||||
| Investment revenue | 54.7 | 49.5 | 41.2 | 5.2 | 8.3 | 11 | % | 20 | % | ||||||||||||||||
| Total revenue | 1,285.1 | 1,447.6 | 1,602.1 | (162.5 | ) | (154.5 | ) | (11 | )% | (10 | )% | ||||||||||||||
| Expenses | |||||||||||||||||||||||||
| Fee and other commissions expense | 613.4 | 688.6 | 763.5 | (75.2 | ) | (74.9 | ) | (11 | )% | (10 | )% | ||||||||||||||
| Investment commissions expense | 23.3 | 19.3 | 8.7 | 4.0 | 10.6 | 21 | % | NM | |||||||||||||||||
| Direct transaction expense | 25.5 | 24.3 | 21.8 | 1.2 | 2.5 | 5 | % | 11 | % | ||||||||||||||||
| Total commissions and direct transaction expenses | 662.2 | 732.2 | 794.0 | (70.0 | ) | (61.8 | ) | (10 | )% | (8 | )% | ||||||||||||||
| Compensation and benefits | 228.4 | 259.8 | 271.8 | (31.4 | ) | (12.0 | ) | (12 | )% | (4 | )% | ||||||||||||||
Transaction and operations support (1) | 207.8 | 298.8 | 380.5 | (91.0 | ) | (81.7 | ) | (30 | )% | (21 | )% | ||||||||||||||
| Occupancy, equipment and supplies | 60.9 | 62.0 | 66.1 | (1.1 | ) | (4.1 | ) | (2 | )% | (6 | )% | ||||||||||||||
| Depreciation and amortization | 73.8 | 76.3 | 75.1 | (2.5 | ) | 1.2 | (3 | )% | 2 | % | |||||||||||||||
| Total operating expenses | 1,233.1 | 1,429.1 | 1,587.5 | (196.0 | ) | (158.4 | ) | (14 | )% | (10 | )% | ||||||||||||||
| Operating income | 52.0 | 18.5 | 14.6 | 33.5 | 3.9 | NM | 27 | % | |||||||||||||||||
| Other expenses | |||||||||||||||||||||||||
| Interest expense | 77.0 | 53.6 | 45.3 | 23.4 | 8.3 | 44 | % | 18 | % | ||||||||||||||||
| Other non-operating expense (income) | 39.3 | (24.2 | ) | 5.9 | 63.5 | (30.1 | ) | NM | NM | ||||||||||||||||
| Total other expenses | 116.3 | 29.4 | 51.2 | 86.9 | (21.8 | ) | NM | (43 | )% | ||||||||||||||||
| Loss before income taxes | (64.3 | ) | (10.9 | ) | (36.6 | ) | (53.4 | ) | 25.7 | NM | 70 | % | |||||||||||||
| Income tax (benefit) expense | (4.0 | ) | 13.1 | (6.8 | ) | (17.1 | ) | 19.9 | NM | NM | |||||||||||||||
| Net loss | $ | (60.3 | ) | $ | (24.0 | ) | $ | (29.8 | ) | $ | (36.3 | ) | $ | 5.8 | NM | 19 | % | ||||||||
NM = Not meaningful
Revenues
The following table is a summary of the Company’sCompany's revenues for the years ended December 31:
| 2020 | 2019 | |||||||||||||||||||||||||||||||||||||
| (Amounts in millions, except percentages) | Dollars | Percent of Total Revenue | Dollars | Percent of Total Revenue | ||||||||||||||||||||||||||||||||||
| Global Funds Transfer fee and other revenue | $ | 1,150.9 | 94 | % | $ | 1,183.3 | 92 | % | ||||||||||||||||||||||||||||||
| Financial Paper Product fee and other revenue | 46.3 | 4 | % | 47.1 | 4 | % | ||||||||||||||||||||||||||||||||
| Investment revenue | 20.0 | 2 | % | 54.7 | 4 | % | ||||||||||||||||||||||||||||||||
| Total revenue | $ | 1,217.2 | 100 | % | $ | 1,285.1 | 100 | % | ||||||||||||||||||||||||||||||
| 2019 | 2018 | 2017 | ||||||||||||||||||
| (Amounts in millions, except percentages) | Dollars | Percent of Total Revenue | Dollars | Percent of Total Revenue | Dollars | Percent of Total Revenue | ||||||||||||||
| Global Funds Transfer fee and other revenue | $ | 1,183.3 | 92 | % | $ | 1,347.7 | 93 | % | $ | 1,508.1 | 94 | % | ||||||||
| Financial Paper Product fee and other revenue | 47.1 | 4 | % | 50.4 | 3 | % | 52.8 | 3 | % | |||||||||||
| Investment revenue | 54.7 | 4 | % | 49.5 | 3 | % | 41.2 | 3 | % | |||||||||||
| Total revenue | $ | 1,285.1 | 100 | % | $ | 1,447.6 | 100 | % | $ | 1,602.1 | 100 | % | ||||||||
In 2019,2020, total revenue declined when compared to the prior reporting period, primarily due to the decline in the Global Funds Transfer fee and other revenue, which included Walmart2World service, and pricing pressure due to increased competition. For 2019, Financial Paper Product fee and other revenue declined primarily due to the decline in money order fee revenue.by $67.9 million. See the “"Segments Results”Results" section below for a detailed discussion of revenues by segment. For 2019, investment revenue increased primarily from higher yields when compared to the prior reporting period.
31
Operating Expenses
The following table is a summary of the operating expenses for the years ended December 31:
| 2020 | 2019 | |||||||||||||||||||||||||||||||||||||
| (Amounts in millions, except percentages) | Dollars | Percent of Total Revenue | Dollars | Percent of Total Revenue | ||||||||||||||||||||||||||||||||||
| Total commissions and direct transaction expenses | $ | 653.0 | 55 | % | $ | 662.2 | 51 | % | ||||||||||||||||||||||||||||||
| Compensation and benefits | 223.8 | 18 | % | 228.4 | 18 | % | ||||||||||||||||||||||||||||||||
| Transaction and operations support | 111.6 | 9 | % | 207.8 | 16 | % | ||||||||||||||||||||||||||||||||
| Occupancy, equipment and supplies | 61.4 | 5 | % | 60.9 | 5 | % | ||||||||||||||||||||||||||||||||
| Depreciation and amortization | 64.4 | 5 | % | 73.8 | 6 | % | ||||||||||||||||||||||||||||||||
| Total operating expenses | $ | 1,114.2 | 92 | % | $ | 1,233.1 | 96 | % | ||||||||||||||||||||||||||||||
| 2019 | 2018 | 2017 | ||||||||||||||||||
| (Amounts in millions, except percentages) | Dollars | Percent of Total Revenue | Dollars | Percent of Total Revenue | Dollars | Percent of Total Revenue | ||||||||||||||
| Total commissions and direct transaction expenses | $ | 662.2 | 52 | % | $ | 732.2 | 51 | % | $ | 794.0 | 50 | % | ||||||||
| Compensation and benefits | 228.4 | 18 | % | 259.8 | 18 | % | 271.8 | 17 | % | |||||||||||
| Transaction and operations support | 207.8 | 16 | % | 298.8 | 21 | % | 380.5 | 24 | % | |||||||||||
| Occupancy, equipment and supplies | 60.9 | 5 | % | 62.0 | 4 | % | 66.1 | 4 | % | |||||||||||
| Depreciation and amortization | 73.8 | 6 | % | 76.3 | 5 | % | 75.1 | 5 | % | |||||||||||
| Total operating expenses | $ | 1,233.1 | 96 | % | $ | 1,429.1 | 99 | % | $ | 1,587.5 | 99 | % | ||||||||
In 2019,2020, total operating expenses as a percentage of total revenue declined when compared to the prior period, primarily due to a decreaseby $118.9 million which is discussed in transaction and operations support driven by the additional accrualdetail in 2018 related to the DPAthis section and the impact from the restructuring and reorganization program initiated in 2018 (the “Digital Transformation Program”). Additionally, total operating expenses as a percentage of total revenue decreased due to market development fees received from Ripple. For more information on the Ripple commercial agreement, see Note 18 — Related Parties of the Notes to the Consolidated Financial Statements.
Total Commissions and Direct Transaction Expenses
In 2019,2020, total commissions and direct transaction expenses as a percent of revenues slightly increased when compareddecreased by $9.2 million primarily due to 2018 primarily from athe decrease in revenue and increases in investment commissions expense and moneygram.com transactions.commission rates. See the “"Segments Results”Results" section below for more information on commissions and direct transaction expense by segment.
Compensation and Benefits
| (Amounts in millions) | 2019 | 2018 | |||||
| Prior year end | $ | 259.8 | $ | 271.8 | |||
| Change resulting from: | |||||||
| Net salaries, related payroll taxes and cash incentive compensation | (12.8 | ) | (26.5 | ) | |||
| Restructuring and reorganization costs | (5.6 | ) | 16.1 | ||||
| Employee stock-based compensation | (4.4 | ) | (2.4 | ) | |||
| Impact from changes in exchange rates | (4.2 | ) | 3.5 | ||||
| Employee capitalized software development | (2.4 | ) | 3.6 | ||||
| Severance and related costs | (0.4 | ) | (2.8 | ) | |||
| Other | (1.6 | ) | (3.5 | ) | |||
| Current year end | $ | 228.4 | $ | 259.8 | |||
In 2019,2020, compensation and benefits decreased primarily due to the decreasesdecrease in net salaries and related payroll taxes as a result of a lower headcount from the 2019 Organizational Realignment, and cash incentive compensation andan increase in employee stock-based compensation due to the reduction in headcount.
cash incentive compensation.
Transaction and Operations Support
Transaction and operations support primarily includes marketing, professional fees and other outside services, telecommunications, agent support costs, including forms related to our products, non-compensation employee costs, including training, travel and relocation costs, non-employee director stock-based compensation expense, bank charges, and the impact of non-U.S. dollar exchange rate movements on our monetary transactions and assets and liabilities denominated in a currency other than the U.S. dollar.dollar, and Ripple market development fees and related transaction and trading expenses.
The following table is a summary of the change in transaction and operations support from the respective prior year for the years ended December 31:2019 to 2020:
| (Amounts in millions) | 2019 | 2018 | |||||
| Prior year end | $ | 298.8 | $ | 380.5 | |||
| Change resulting from: | |||||||
| Legal expenses | (46.6 | ) | (50.6 | ) | |||
| Outsourcing, independent contractor and consultant costs | (16.9 | ) | (18.6 | ) | |||
| Market development fees | (11.3 | ) | — | ||||
| Non-income taxes | (5.8 | ) | (0.6 | ) | |||
| Bank charges | 5.5 | (5.5 | ) | ||||
| Provision for loss | (4.7 | ) | 3.2 | ||||
| Compliance enhancement program | (3.8 | ) | 4.6 | ||||
| Direct monitor costs | 2.6 | (4.7 | ) | ||||
| Marketing costs | (2.0 | ) | (6.3 | ) | |||
| Other | (8.0 | ) | (3.2 | ) | |||
| Current year end | $ | 207.8 | $ | 298.8 | |||
| (Amounts in millions) | 2020 | |||||||||||||
| Prior year end | $ | 207.8 | ||||||||||||
| Change resulting from: | ||||||||||||||
| General operating expenses | (92.5) | |||||||||||||
| Non-income taxes | 2.3 | |||||||||||||
| Realized foreign exchange gains | (10.9) | |||||||||||||
| Provision for loss | 7.8 | |||||||||||||
| Direct monitor costs | (2.9) | |||||||||||||
| Bank charges | — | |||||||||||||
| Current year end | $ | 111.6 | ||||||||||||
In 2019,2020, transaction and operations support decreased primarily due to a decrease in legal expenses driven by the additional accrual in 2018 related to the DPA. Additional drivers of the decrease in transaction and operations support were a decrease in outsourcing, independent contractor and consultant costs due to cost-savings initiatives,higher market development fees received from Ripple, a decreaseand disciplined expense management in non-income taxes as the Company received a $5.0 million sales and use rebate and a decrease in the provision for loss driven by the implementation of compliance and fraud prevention measures.
Occupancy, Equipment and Supplies
Occupancy, equipment and supplies expense includes facilities rent and maintenance costs, software and equipment maintenance costs, freight and delivery costs and supplies.
In 2019,2020, occupancy, equipment and supplies expense remained relatively flat when compared to 2018.flat.
32
Depreciation and Amortization
Depreciation and amortization includes depreciation on computer hardware and software, agent signage, point of sale equipment, capitalized software development costs, office furniture, equipment and leasehold improvements and amortization of intangible assets.
In 2019,2020, depreciation and amortization decreased by $2.5$9.4 million when compared to the prior yearprimarily due to a decrease in capital expenditures as a result of our migration to cloud computing.computing and a decrease in agent signage.
Segments Results
Global Funds Transfer
The following table sets forth our Global Funds Transfer segment results of operations for the years ended December 31:
| (Amounts in millions) | 2020 | 2019 | 2020 vs 2019 | |||||||||||||||||||||||||||||
| Money transfer revenue | $ | 1,104.7 | $ | 1,123.9 | $ | (19.2) | ||||||||||||||||||||||||||
| Bill payment revenue | 46.2 | 59.4 | (13.2) | |||||||||||||||||||||||||||||
| Total Global Funds Transfer revenue | $ | 1,150.9 | $ | 1,183.3 | $ | (32.4) | ||||||||||||||||||||||||||
| Fee and other commissions and direct transaction expenses | $ | 649.3 | $ | 637.9 | $ | 11.4 | ||||||||||||||||||||||||||
| (Amounts in millions) | 2019 | 2018 | 2017 | 2019 vs 2018 | 2018 vs 2017 | ||||||||||||||
| Money transfer revenue | $ | 1,123.9 | $ | 1,273.4 | $ | 1,421.8 | $ | (149.5 | ) | $ | (148.4 | ) | |||||||
| Bill payment revenue | 59.4 | 74.5 | 86.3 | (15.1 | ) | (11.8 | ) | ||||||||||||
| Total Global Funds Transfer revenue | $ | 1,183.3 | $ | 1,347.9 | $ | 1,508.1 | $ | (164.6 | ) | $ | (160.2 | ) | |||||||
| Fee and other commissions and direct transaction expenses | $ | 637.9 | $ | 711.6 | $ | 784.0 | $ | (73.7 | ) | $ | (72.4 | ) | |||||||
Money Transfer Revenue
In 2020, money transfer fee revenue decreased by $19.2 million primarily due to lower pricing per transaction in certain markets as a result of pricing pressure from increased competition and reduced Walmart2World foreign exchange spreads, partially offset by an increase in money transfer transaction volume driven by the growth of our Digital Channel.
Bill Payment Revenue
In 2020, bill payment revenue decreased by $13.2 million, or 22%, primarily due to the global economic impacts of the COVID-19 pandemic.
Fee and Other RevenueCommissions Expense
| (Amounts in millions) | 2019 | 2018 | |||||
| Prior year end | $ | 1,273.4 | $ | 1,421.8 | |||
| Change resulting from: | |||||||
| Average face value per transaction and pricing | (75.2 | ) | (48.7 | ) | |||
| Money transfer volume | (66.2 | ) | (116.3 | ) | |||
| Impact from changes in exchange rates | (22.1 | ) | 15.9 | ||||
| Corridor mix | 10.2 | (2.5 | ) | ||||
| Investment revenue | — | 0.2 | |||||
| Other | 3.8 | 3.0 | |||||
| Current year end | $ | 1,123.9 | $ | 1,273.4 | |||
| (Amounts in millions) | 2019 | 2018 | |||||
| Prior year end | $ | 687.3 | $ | 762.2 | |||
| Change resulting from: | |||||||
| Money transfer revenue | (55.2 | ) | (78.4 | ) | |||
| Impact from changes in exchange rates | (11.0 | ) | 6.7 | ||||
| Bill payment revenue and commission rates | (8.5 | ) | (3.4 | ) | |||
| Signing bonuses | (6.2 | ) | 1.2 | ||||
| Money transfer corridor and agent mix | 6.0 | (1.0 | ) | ||||
| Current year end | $ | 612.4 | $ | 687.3 | |||
Direct Transaction Expense
In 2019,2020, direct transaction expense of $25.5$45.8 million increased by $1.2$20.3 million when compared to 2018 primarily due to an increase in moneygram.com transactions.
Financial Paper Products
The following table sets forth our Financial Paper Products segment results of operations for the years ended December 31:
| (Amounts in millions) | 2019 | 2018 | 2017 | 2019 vs 2018 | 2018 vs 2017 | (Amounts in millions) | 2020 | 2019 | 2020 vs 2019 | ||||||||||||||||||||||||||||||||||||||||||
| Money order revenue | $ | 53.0 | $ | 55.3 | $ | 55.0 | $ | (2.3 | ) | $ | 0.3 | Money order revenue | $ | 43.4 | $ | 53.0 | $ | (9.6) | |||||||||||||||||||||||||||||||||
| Official check revenue | 48.8 | 44.4 | 39.0 | 4.4 | 5.4 | Official check revenue | 22.9 | 48.8 | (25.9) | ||||||||||||||||||||||||||||||||||||||||||
| Total Financial Paper Products revenue | $ | 101.8 | $ | 99.7 | $ | 94.0 | $ | 2.1 | $ | 5.7 | Total Financial Paper Products revenue | $ | 66.3 | $ | 101.8 | $ | (35.5) | ||||||||||||||||||||||||||||||||||
| Commissions expense | $ | 24.3 | $ | 20.6 | $ | 10.0 | $ | 3.7 | $ | 10.6 | Commissions expense | $ | 3.7 | $ | 24.3 | $ | (20.6) | ||||||||||||||||||||||||||||||||||
In 2019,2020, Financial Paper Products revenue increaseddecreased by $2.1$35.5 million, or 2%35%, primarily due to higher yields on our investment portfolio when compared to the prior period, partially offset by the decline in Financial Paper Products fee and other revenue.
33
Operating Income and Operating Margin
The following table provides a summary overview of operating income and operating margin for the years ended December 31:
| (Amounts in millions, except percentages) | 2020 | 2019 | ||||||||||||||||||
| Operating income: | ||||||||||||||||||||
| Global Funds Transfer | $ | 84.4 | $ | 22.0 | ||||||||||||||||
| Financial Paper Products | 20.5 | 33.8 | ||||||||||||||||||
| Total segment operating income | 104.9 | 55.8 | ||||||||||||||||||
| Other | (1.9) | (3.8) | ||||||||||||||||||
| Total operating income | $ | 103.0 | $ | 52.0 | ||||||||||||||||
| Total operating margin | 8.5 | % | 4.0 | % | ||||||||||||||||
| Global Funds Transfer | 7.3 | % | 1.9 | % | ||||||||||||||||
| Financial Paper Products | 30.9 | % | 33.2 | % | ||||||||||||||||
| (Amounts in millions, except percentages) | 2019 | 2018 | 2017 | ||||||||
| Operating income (loss): | |||||||||||
| Global Funds Transfer | $ | 22.0 | $ | (5.9 | ) | $ | 4.9 | ||||
| Financial Paper Products | 33.8 | 30.6 | 31.8 | ||||||||
| Total segment operating income | 55.8 | 24.7 | 36.7 | ||||||||
| Other | (3.8 | ) | (6.2 | ) | (22.1 | ) | |||||
| Total operating income | $ | 52.0 | $ | 18.5 | $ | 14.6 | |||||
| Total operating margin | 4.0 | % | 1.3 | % | 0.9 | % | |||||
| Global Funds Transfer | 1.9 | % | (0.4 | )% | 0.3 | % | |||||
| Financial Paper Products | 33.2 | % | 30.7 | % | 33.8 | % | |||||
In 2019,2020, operating income for the Global Funds Transfer segment operating income increased by $27.9 million from an operating loss of $5.9 million during 2018. The Global Funds Transfer operating margin increased by 2.3% when compared to 2018. The increases in operating income and margin were primarily due to the decrease in operating expenses resulting from legal costs driven by the additional accrual in 2018 related to the DPA, receipt of market development fees from Ripple and operational efficiencies from the Digital Transformation Program, partially offset by the decline in money transfer fee and other revenue.
Other operating loss decreased in 2019 when compared to 20182020 due to ongoing cost-savings initiatives.
Other Expenses
rates.
Income Taxes
The following table represents our provision for income taxes and effective tax rate for the years ended December 31:
| (Amounts in millions, except percentages) | 2020 | 2019 | ||||||||||||||||||
| Provision for income taxes | $ | 14.0 | $ | (4.0) | ||||||||||||||||
| (Amounts in millions, except percentages) | 2019 | 2018 | 2017 | ||||||||
| Provision for income taxes | $ | (4.0 | ) | $ | 13.1 | $ | (6.8 | ) | |||
In 2019,2020, the Company recognized an income tax benefitexpense of $4.0$14.0 million on a pre-tax lossincome of $64.3$6.1 million. Our income tax rate was lowerhigher than the statutory rate primarily due to the reversal of tax benefits on share-based compensation, an increase in valuation allowance, an increase in unrecognized tax benefits, non-deductible expenses, and foreigninternational taxes, all of which were partially offset by U.S. general business credits. In 2019, ascredits and a result of the issuance of the final Section 965 regulations by thechange in U.S. Treasury Department and the IRS on January 15, 2019, the Company recognized tax expense of $1.1 million to revise its one-time transition tax liability, which resulted in no tax due as a result of offsetting foreign tax credits.
34
EBITDA, Adjusted EBITDA, Adjusted Free Cash Flow and Constant Currency
The following table is a reconciliation of our non-GAAP financial measures to the related U.S. GAAP financial measures:
| (Amounts in millions) | 2020 | 2019 | ||||||||||||||||||
| Income (loss) before income taxes | $ | 6.1 | $ | (64.3) | ||||||||||||||||
| Interest expense | 92.4 | 77.0 | ||||||||||||||||||
| Depreciation and amortization | 64.4 | 73.8 | ||||||||||||||||||
| Signing bonus amortization | 54.5 | 46.4 | ||||||||||||||||||
| EBITDA | 217.4 | 132.9 | ||||||||||||||||||
| Significant items impacting EBITDA: | ||||||||||||||||||||
| Direct monitor costs | 11.0 | 13.9 | ||||||||||||||||||
| Stock-based, contingent and incentive compensation | 6.6 | 7.9 | ||||||||||||||||||
| Compliance enhancement program | 4.4 | 8.9 | ||||||||||||||||||
| Severance and related costs | 0.3 | 0.7 | ||||||||||||||||||
Non-cash pension settlement charge (1) | — | 31.3 | ||||||||||||||||||
| Legal and contingent matters | 0.6 | 4.5 | ||||||||||||||||||
Debt extinguishment costs (2) | — | 2.4 | ||||||||||||||||||
| Restructuring and reorganization costs | 1.0 | 11.2 | ||||||||||||||||||
| Adjusted EBITDA | $ | 241.3 | $ | 213.7 | ||||||||||||||||
| Adjusted EBITDA change, as reported | 13 | % | ||||||||||||||||||
| Adjusted EBITDA change, constant currency adjusted | 11 | % | ||||||||||||||||||
| Adjusted EBITDA | 241.3 | 213.7 | ||||||||||||||||||
| Cash payments for interest | (77.5) | (63.3) | ||||||||||||||||||
| Cash payments for taxes, net of refunds | 1.8 | (4.4) | ||||||||||||||||||
| Cash payments for capital expenditures | (40.8) | (54.5) | ||||||||||||||||||
| Cash payments for agent signing bonuses | (58.7) | (29.1) | ||||||||||||||||||
| Adjusted Free Cash Flow | $ | 66.1 | $ | 62.4 | ||||||||||||||||
| (1) 2019 includes a non-cash charge from the sale of pension liability. | ||||||||||||||||||||
| (2) 2019 includes debt extinguishment costs related to the amended and new debt agreements. | ||||||||||||||||||||
| (Amounts in millions) | 2019 | 2018 | 2017 | ||||||||
| Loss before income taxes | $ | (64.3 | ) | $ | (10.9 | ) | $ | (36.6 | ) | ||
| Interest expense | 77.0 | 53.6 | 45.3 | ||||||||
| Depreciation and amortization | 73.8 | 76.3 | 75.1 | ||||||||
| Signing bonus amortization | 46.4 | 53.9 | 51.9 | ||||||||
| EBITDA | 132.9 | 172.9 | 135.7 | ||||||||
| Significant items impacting EBITDA: | |||||||||||
Non-cash pension settlement charge (1) | 31.3 | — | — | ||||||||
| Direct monitor costs | 13.9 | 11.3 | 16.0 | ||||||||
| Restructuring and reorganization costs | 11.2 | 20.1 | — | ||||||||
| Compliance enhancement program | 8.9 | 12.9 | 9.6 | ||||||||
| Stock-based, contingent and incentive compensation | 7.9 | 12.4 | 14.5 | ||||||||
Legal and contingent matters (2) | 4.5 | 45.0 | 85.9 | ||||||||
Debt extinguishment costs (3) | 2.4 | — | — | ||||||||
| Severance and related costs | 0.7 | 0.6 | 1.5 | ||||||||
(Income) costs related to the terminated merger with Ant Financial (4) | — | (29.3 | ) | 12.7 | |||||||
| Adjusted EBITDA | $ | 213.7 | $ | 245.9 | $ | 275.9 | |||||
| Adjusted EBITDA change, as reported | (13 | )% | |||||||||
| Adjusted EBITDA change, constant currency adjusted | (11 | )% | |||||||||
| Adjusted EBITDA | $ | 213.7 | $ | 245.9 | $ | 275.9 | |||||
| Cash payments for interest | (63.3 | ) | (50.7 | ) | (41.9 | ) | |||||
| Cash payments for taxes, net of refunds | (4.4 | ) | (4.8 | ) | (5.0 | ) | |||||
| Cash payments for capital expenditures | (54.5 | ) | (57.8 | ) | (83.6 | ) | |||||
| Cash payments for agent signing bonuses | (29.1 | ) | (31.6 | ) | (40.3 | ) | |||||
| Adjusted Free Cash Flow | $ | 62.4 | $ | 101.0 | $ | 105.1 | |||||
| (1) 2019 includes a non-cash charge from the sale of pension liability. | |||||||||||
| (2) 2018 and 2017 include accruals of $40.0 million and $85.0 million, respectively, related to the DPA matter. | |||||||||||
| (3) 2019 includes debt extinguishment costs related to the amended and new debt agreements. | |||||||||||
| (4) Income includes the $30.0 million merger termination fee and costs include, but are not limited to, legal, bank and consultant fees. | |||||||||||
See “"Results of Operations”Operations" and “"Analysis of Cash Flows”Flows" sections for additional information regardingregarding these changes.
LIQUIDITY AND CAPITAL RESOURCES
We have various resources available for purposes of managing liquidity and capital needs, including our investment portfolio, credit facilities and letters of credit. We refer to our cash and cash equivalents, settlement cash and cash equivalents, interest-bearing investments and available-for-sale investments collectively as our “investment"investment portfolio.”" The Company utilizes cash and cash equivalents in various liquidity and capital assessments.
35
Cash and Cash Equivalents, Settlement Assets and Payment Service Obligations
The following table shows the components of the Company’sCompany's cash and cash equivalents and settlement assets as of December 31:
| (Amounts in millions) | 2019 | 2018 | (Amounts in millions) | 2020 | 2019 | ||||||||||||||||
| Cash and cash equivalents | $ | 146.8 | $ | 145.5 | Cash and cash equivalents | $ | 196.1 | $ | 146.8 | ||||||||||||
| Settlement assets: | Settlement assets: | ||||||||||||||||||||
| Settlement cash and cash equivalents | 1,531.1 | 1,435.7 | Settlement cash and cash equivalents | 1,883.2 | $ | 1,531.1 | |||||||||||||||
| Receivables, net | 715.5 | 777.7 | Receivables, net | 825.0 | 715.5 | ||||||||||||||||
| Interest-bearing investments | 985.9 | 1,154.7 | Interest-bearing investments | 991.2 | 985.9 | ||||||||||||||||
| Available-for-sale investments | 4.5 | 5.7 | Available-for-sale investments | 3.5 | 4.5 | ||||||||||||||||
| $ | 3,237.0 | $ | 3,373.8 | $ | 3,702.9 | $ | 3,237.0 | ||||||||||||||
| Payment service obligations | $ | (3,237.0 | ) | $ | (3,373.8 | ) | Payment service obligations | $ | (3,702.9) | $ | (3,237.0) | ||||||||||
Our primary sources of liquidity include cash flows generated by the sale of our payment instruments, our cash and cash equivalents and interest-bearing investment balances, and proceeds from our investment portfolio. Our primary operating liquidity needs are related to the settlement of payment service obligations to our agents and financial institution customers, general operating expenses and debt service.
To meet our payment service obligations at all times, we must have sufficient highly-liquid assets and be able to move funds globally on a timely basis. On average, we receive in and pay out a similar amount of funds on a daily basis to collect and settle the principal amount of our payment instruments sold and related fees and commissions with our end-consumers and agents. This pattern of cash flows allows us to settle our payment service obligations through existing cash balances and ongoing cash generation rather than liquidating investments or utilizing our First Lien Revolving Credit Facility. We have historically generated, and expect to continue generating, sufficient cash flows from daily operations to fund ongoing operational needs.
We preposition cash in various countries and currencies to facilitate settlement of transactions. We also maintain funding capacity beyond our daily operating needs to provide a cushion through the normal fluctuations in our payment service obligations, as well as to provide working capital for the operational and growth requirements of our business. We believe we have sufficient liquid assets and funding capacity to operate and grow our business for the next 12 months. Should our liquidity needs exceed our operating cash flows, we believe that external financing sources, including availability under our credit facilities, will be sufficient to meet our anticipated funding requirements.
Cash and Cash Equivalents and Interest-bearing Investments
To ensure we maintain adequate liquidity to meet our payment service obligations at all times, we keep a significant portion of our investment portfolio in cash and cash equivalents and interest-bearing investments at financial institutions rated A- or better by two of the following three rating agencies: Moody’s Investor Service (“Moody’s”), Standard & Poor’s (“Moody's, S&P”)&P and Fitch Ratings, Inc. (“Fitch”);Fitch; and in AAA rated U.S. government money market funds. If the rating agencies have split ratings, the Company uses the lower of the highest two out of three ratings across the agencies for disclosure purposes. If the institution has only two ratings, the Company uses the lower of the two ratings for disclosure purposes. As of December 31, 2019,2020, cash and cash equivalents (including unrestricted and settlement cash and cash equivalents) and interest-bearing investments totaled $2.7$3.1 billion. Cash and cash equivalents consist of interest-bearing deposit accounts, non-interest-bearing transaction accounts and money market securities; interest-bearing investments consist of time deposits and certificates of deposit with maturities of up to 24 months.
Available-for-sale Investments
Our investment portfolio includes $4.5$3.5 million of available-for-sale investments as of December 31, 2019.2020. U.S. government agency residential mortgage-backed securities comprise $3.6$3.0 million of our available-for-sale investments, while asset-backed and other securities compose the remaining $0.9$0.5 million.
Clearing and Cash Management Banks
We collect and disburse money through a network of clearing and cash management banks. The relationships with these banks are a critical component of our ability to maintain our global active funding requirements on a timely basis. In U.S., We have agreements with sixfour active clearing banks that provide clearing and processing functions for official checks, money orders and other draft instruments. We have four active official check clearingbelieve that this network of banks which provideprovides sufficient capacity to handle the current and projected volumes of items for our official check business. We rely on three active banks to clear our retail money orders and believe that these banks provide sufficient capacity for that business.services. We also maintain relationships with a variety of domestic and international cash management banks for electronic funds transfer and wire transfer services used in the movement of consumer funds and agent settlements.
36
Credit Facilities
The following is a summary of the Company’sCompany's outstanding debt as of December 31:
| (Amounts in millions, except percentages) | 2020 | 2019 | ||||||||||||
| 7.00% first lien credit facility due 2023 | $ | 635.3 | $ | 641.8 | ||||||||||
| 13.00% second lien credit facility due 2024 | 254.6 | 251.4 | ||||||||||||
| Senior secured credit facilities | 889.9 | 893.2 | ||||||||||||
| Unamortized debt issuance costs and debt discounts | (32.1) | (42.9) | ||||||||||||
| Total debt, net | $ | 857.8 | $ | 850.3 | ||||||||||
| (Amounts in millions, except percentages) | 2019 | 2018 | |||||
| 5.59% first lien credit facility due 2020 | $ | — | $ | 904.4 | |||
| 7.80% first lien credit facility due 2023 | 641.8 | — | |||||
| 13.00% second lien credit facility due 2024 | 251.4 | — | |||||
| Senior secured credit facilities | 893.2 | 904.4 | |||||
| Unamortized debt issuance costs and debt discounts | (42.9 | ) | (3.4 | ) | |||
| Total debt, net | $ | 850.3 | $ | 901.0 | |||
Credit Ratings
As of December 31, 2019,2020, our credit ratings from Moody’sMoody's and S&P were B3 with a negative outlook and B with a stablenegative outlook, respectively. OurThe Company does not have rating triggers associated with its credit facilities,agreements or its regulatory capital requirements and other obligations will not be impacted by a future change in our credit ratings.requirements.
Regulatory Capital Requirements and Contractual Obligations
Regulatory Capital Requirements
We have capital requirements relating to government regulations in the U.S. and other countries where we operate. Such regulations typically require us to maintain certain assets in a defined ratio to our payment service obligations. Through our wholly-owned subsidiary and licensed entity, MPSI, we are regulated in the U.S. by various state agencies that generally require us to maintain a pool of liquid assets and investments in an amount generally equal to the regulatory payment service obligation measure, as defined by each state, for our regulated payment instruments, namely teller checks, agent checks, money orders and money transfers. The regulatory requirements do not require us to specify individual assets held to meet our payment service obligations, nor are we required to deposit specific assets into a trust, escrow or other special account. Rather, we must maintain a pool of liquid assets. Provided we maintain a total pool of liquid assets sufficient to meet the regulatory and contractual requirements, we are able to withdraw, deposit or sell our individual liquid assets at will, without prior notice, penalty or limitations. We were in compliance with all state and regulatory capital requirements as of December 31, 2019.2020. We believe that our liquidity and capital resources will remain sufficient to ensure ongoing compliance with all regulatory capital requirements.
Contractual Obligations
The following table includes aggregated information about the Company’sCompany's contractual obligations that impact our liquidity and capital needs. The table includes information about payments due under specified contractual obligations, aggregated by type of contractual obligation as of December 31, 2019:2020:
| Payments due by period | ||||||||||||||||||||||||||||||||
| (Amounts in millions) | Total | Less than 1 year | 1-3 years | 3-5 years | More than 5 years | |||||||||||||||||||||||||||
Debt, including interest payments (1) | $ | 1,118.2 | $ | 84.9 | $ | 762.3 | $ | 271.0 | $ | — | ||||||||||||||||||||||
Non-cancellable leases (2) | 73.3 | 14.0 | 18.4 | 15.5 | 25.4 | |||||||||||||||||||||||||||
DPA settlement (3) | 55.0 | 55.0 | — | — | — | |||||||||||||||||||||||||||
Signing bonuses (4) | 93.5 | 45.0 | 44.4 | 2.9 | 0.2 | |||||||||||||||||||||||||||
Marketing (5) | 31.5 | 18.7 | 12.3 | 0.5 | — | |||||||||||||||||||||||||||
Unrecognized tax benefits (6) | 19.7 | — | — | — | — | |||||||||||||||||||||||||||
| Total contractual cash obligations | $ | 1,391.2 | $ | 217.6 | $ | 837.4 | $ | 289.9 | $ | 25.6 | ||||||||||||||||||||||
37
| Payments due by period | |||||||||||||||||||
| (Amounts in millions) | Total | Less than 1 year | 1-3 years | 3-5 years | More than 5 years | ||||||||||||||
Debt, including interest payments (1) | $ | 1,216.7 | $ | 90.4 | $ | 178.8 | $ | 947.5 | $ | — | |||||||||
Non-cancellable leases (2) | 64.4 | 14.4 | 21.9 | 10.9 | 17.2 | ||||||||||||||
DPA settlement (3) | 55.0 | 55.0 | — | — | — | ||||||||||||||
Signing bonuses (4) | 35.0 | 24.5 | 10.5 | — | — | ||||||||||||||
Marketing (5) | 35.0 | 22.1 | 11.1 | 1.8 | — | ||||||||||||||
| Total contractual cash obligations | $ | 1,406.1 | $ | 206.4 | $ | 222.3 | $ | 960.2 | $ | 17.2 | |||||||||
2.Noncancellable leases include operating leases for buildings, vehicles and equipment and other leases. For more detail see Note 19 — Leasesof the Notes to the Consolidated Financial Statements. 3.The Company has a remaining $55.0 million of payments related to the Amended DPA matter that must be paid by May 9, 2021. For more detail see Note 15 — Commitments and Contingenciesof the Notes to the Consolidated Financial Statements. 4.Signing bonuses are payments to certain agents and financial institution customers as an incentive to enter into long-term contracts. Signing bonuses include $1.0 million of transaction volume-related obligations for which it is not possible to reasonably estimate the timing of payments. 5.Marketing represents contractual marketing obligations with certain agents, billers and corporate sponsorships. 6.Timing of conclusion of the unrecognized tax benefits cannot be determined with certainty. As of December 31, 2020, it is not possible to reasonably estimate the expected change to the total amount of unrecognized tax benefits. |
We have other commitments as described further below that are not included in this table as the timing and/or amount of payments are difficult to estimate.
We have a Pension Plan that is frozen to both future benefit accruals and new participants. It is our policy to fund at least the minimum required contribution each year plus additional discretionary amounts as available and necessary to minimize expenses of the plan. We made contributions of $4.4$4.0 million to the Pension Plan during 2019.2020. Although the Company has no minimum contribution requirement for the Pension Plan in 2020,2021, we expect to contribute $4.0 million to the Pension Plan in 2020. Additionally, during the second quarter of2021. In 2019, the Company paid $1.2 million to a life insurance company for their assumption, without recourse, of a significant portion of its defined benefit pensionPension liability. The result of the sale was a reduction of pensionPension obligations by $74.3 million and the recognition of a non-cash charge of $31.3 million for the year ended December 31, 2019. The transfer of the pensionPension obligations was completed exclusively with the use of pensionPension assets and did not impact the Company’sCompany's cash balance or liquidity position.
The Company has certain unfunded defined benefit plans: supplemental executive retirement plans (“SERPs”("SERPs"), which are unfunded non-qualified defined benefit pension plans providing postretirement income to their participants, and a postretirement plan (“("Postretirement Benefits”Benefits") that provides medical and life insurance for its participants. These plans require payments over extended periods of time. The Company will continue to make contributions to the SERPs and the Postretirement Benefits to the extent benefits are paid. Aggregate benefits paid for the unfunded plans are expected to be $5.8$5.7 million in 2020.2021.
As discussed discussed in Note 1415 — Commitments and Contingenciesof the Notes to the Consolidated Financial Statements, the IRS completed its examination of the Company’sCompany'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 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 U.S. Tax Court granted the IRS’sIRS's motion for summary judgment upholding the remaining adjustments in the Notices of Deficiency. During 2015, the Company made payments to the IRS of $61.0$61.0 million for federal tax payments and associated interest related to the matter. The Company believes that it has substantive tax law arguments in favor of its position. The Company filed a notice of appeal with the U.S. Tax Court on July 27, 2015 for an appeal to the U.S. Court of Appeals for the 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’sCourt'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’sCompany's motions for summary judgment. The Tax Court directed the parties to agree to a joint stipulation of facts, which the parties have filed with the court. Each party has filed a revised memorandum in support of its motion 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’sCompany's motion for summary judgment and granting summary judgment to the IRS. If MoneyGram is successful in the litigation, it would be entitled to ordinary loss treatment on its federal tax returns for the amounts in question, which would entitle it to a refund of amounts already paid to the Internal Revenue ServiceIRS related to this matter. Neither the Tax Court opinion nor the ultimate outcome of this action will require any additional tax payments to be made to the Internal Revenue Service by MoneyGram as the federal tax amounts at issue were paid in 2015. However, pending the outcome of the appeal, the Company may be required
38
to file amended state returns and make additional cash payments of up to $20.2 million. $21.2 million. Amounts related to this matter have been fully accrued in previous periods.
Analysis of Cash Flows
| (Amounts in millions) | 2019 | 2018 | 2017 | 2019 vs 2018 | 2018 vs 2017 | (Amounts in millions) | 2020 | 2019 | 2020 vs 2019 | ||||||||||||||||||||||||||||||||||||||||||
| Net cash provided by operating activities | $ | 63.0 | $ | 29.3 | $ | 132.5 | $ | 33.7 | $ | (103.2 | ) | Net cash provided by operating activities | $ | 97.3 | $ | 63.0 | $ | 34.3 | |||||||||||||||||||||||||||||||||
| Net cash used in investing activities | (54.5 | ) | (57.8 | ) | (83.6 | ) | 3.3 | 25.8 | Net cash used in investing activities | (40.8) | (54.5) | 13.7 | |||||||||||||||||||||||||||||||||||||||
| Net cash used in financing activities | (7.2 | ) | (16.0 | ) | (16.1 | ) | 8.8 | 0.1 | Net cash used in financing activities | (7.2) | (7.2) | — | |||||||||||||||||||||||||||||||||||||||
| Net change in cash and cash equivalents | $ | 1.3 | $ | (44.5 | ) | $ | 32.8 | $ | 45.8 | $ | (77.3 | ) | Net change in cash and cash equivalents | $ | 49.3 | $ | 1.3 | $ | 48.0 | ||||||||||||||||||||||||||||||||
Cash Flows from Operating Activities
Cash Flows from Investing Activities
Cash Flows from Financing Activities
In 2019,2020, net cash used in financing activities decreased by $8.8 million due to the net proceeds from the equity issuance to Ripple of $49.5 million and lower payments to tax authorities for stock-based compensation due to the decrease in the Company’s stock price when compared to the prior period, partially offset by principal payments on debt of $31.6 million and transaction costs for the issuance and amendment of our debt of $24.3 million. For more information related to the SPA with Ripple, see Note 18remained flat.
Stockholders' Deficit
Stockholders' Deficit — Related Parties of the Notes to the Consolidated Financial Statements.
Under the terms of our outstanding credit facilities, we are restricted in our ability to pay dividends on, and repurchase shares of, our common stock. No dividends were paid on our common stock in 20192020 and the Company did not repurchase any common stock, and we do not anticipate declaring any dividends on our common stock or repurchasing shares of common stock during 2020.2021.
Off-Balance Sheet Arrangements
None.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
The preparation of financial statements in conformity with U.S. GAAP requires estimates and assumptions that affect the reported amounts and related disclosures in the consolidated financial statements.Consolidated Financial Statements. Actual results could differ from those estimates. On a regular basis, management reviews its accounting policies, assumptions and estimates to ensure that our financial statements are presented fairly and in accordance with U.S. GAAP. Our significant accounting policies are discussed in Note 2 — Summary of Significant Accounting Policies of the Notes to the Consolidated Financial Statements.
Critical accounting policies are those policies that management believes are very important to the portrayal of our financial position and results of operations, and that require management to make estimates that are difficult, subjective or complex. Based on these criteria, management has identified and discussed with the Audit Committee the following critical accounting policies and estimates, including the methodology and disclosures related to those estimates.
Goodwill — We have two reporting units: Global Funds Transfer and Financial Paper Products. Our Global Funds Transfer reporting unit is the only reporting unit that carries goodwill. We evaluate goodwill for impairment annually as of October 1, or more frequently upon occurrence of certain events. When testing goodwill for impairment, we may elect to perform either a qualitative test or a quantitative test to determine if it is more likely than not that the carrying value of a reporting unit exceeds its estimated fair value. During a qualitative analysis, we consider the impact of any changes to the following factors: macroeconomic, industry and market factors, cost factors and changes in overall financial performance, as well as any other relevant events and uncertainties impacting a reporting unit. 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 and further analyzed using other methods of valuation. 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 by reporting unit. In addition, an assumed terminal value is used to project future cash flows beyond base years. Assumptions used in our impairment testing are consistent with our internal forecasts and operating plans. Our discount rate is based on our debt and equity balances, adjusted for current market conditions and investor expectations of return on our equity. If the fair value of a reporting unit exceeds its carrying amount, there is no impairment. If
39
not, we compare the fair value of the reporting unit with its carrying amount. To the extent the carrying amount of the reporting unit exceeds its fair value, a write-down of the reporting unit’sunit's goodwill would be necessary.
We did not recognize a goodwill impairment loss for 2020, 2019 2018 or 2017.2018. The carrying value of goodwill assigned to the Global Funds Transfer reporting unit at December 31, 20192020 was $442.2 million. The annual impairment test indicated a fair value for the Global Funds Transfer reporting unit that was substantially in excess of the reporting unit’sunit's carrying value. In order to evaluate the sensitivity of the fair value calculations, we applied a hypothetical 10% decrease to the fair value of the Global Funds Transfer reporting unit. Had the estimated fair value been hypothetically lower by 10% as of December 31, 2019,2020, the fair value of goodwill would still be substantially in excess of the reporting unit’sunit's carrying value.
Pension — Through the Company’sCompany's Pension, Plan and SERPs, collectively referred to as our “Pension,” we provide defined benefit pensionPension plan coverage to certain of our employees and certain employees of Viad Corporation, our former parent. Our pensionPension obligations under these plans are measured as of December 31, the measurement date. Pension benefit obligations and the related expense are based upon actuarial projections using assumptions regarding mortality, discount rates, expected long-term return on assets and other factors.
Our assumptions reflect our historical experience and management’smanagement's best judgment regarding future expectations. Certain of the assumptions, particularly the discount rate and expected return on plan assets, require significant judgment and could have a material impact on the measurement of our pensionPension obligation.
In order to estimate the interest cost components of net periodic benefit expense for its Pension and Postretirement Benefits, the Company utilizes a full yield curve approach by applying the specific spot rates along the yield curve used in the determination of the benefit obligation to their underlying projected cash flows.
At each measurement date, the discount rate used to measure total benefit obligation for the Pension and Postretirement Benefits is based on the then current interest rate yield curves for long-term corporate debt securities with maturities rated AA comparable to our obligations.
Our Pension Plan assets are primarily invested in commingled trust funds. Our investments are periodically realigned in accordance with the investment guidelines. The expected return on Pension Plan assets is based on our historical market experience, asset allocations and expectations for long-term rates of return. We also consider peer data and historical returns to assess the reasonableness and appropriateness of our assumption. Our Pension Plan asset allocations are reviewed periodically and are based upon plan funded ratio, an evaluation of market conditions, tolerance for risk and cash requirements for benefit payments.
Lower discount rates increase the Pension and Postretirement Benefits obligation and subsequent year pensionPension expense, while higher discount rates decrease the Pension and Postretirement Benefits obligation and subsequent year pensionPension expense. Decreasing or increasing the discount rate by 50 basis points would have had anan immaterial impact on the 20192020 Pension and Postretirement Benefits net periodic benefit expense. Decreasing the expected rate of return by 50 basis points would have increased the 20192020 Pension Plan net periodic benefit expense by $0.6$0.2 million and increasing the expected rate of return by 50 basis points would have decreased the 20192020 Pension Plan net periodic benefit expense by $0.6$0.2 million.
Income Taxes, Tax Contingencies — We are subject to income taxes in the U.S. and various foreign jurisdictions. In determining taxable income, income or loss before income taxes is adjusted for differences between local tax laws and U.S. GAAP.
We file tax returns in all U.S. states and various countries. Generally, our tax filings are subject to audit by tax authorities for three to five years following submission of a return. With a few exceptions, the Company is no longer subject to foreign or U.S. state and local income tax examinations for years prior to 2015.2016. The U.S. federal income tax filings are subject to audit for fiscal years 20162017 through 2019.
The benefits of tax positions are recorded in the income statement if we determine it is more likely than not, based on the technical merits of the position, that the tax position will be sustained upon examination, including any related appeals or litigation. The one exception to the more-likely-than-not recognition threshold is the reliance on past administrative practices and precedents, where a taxing authority with full knowledge of all relevant facts will accept a position as filed. In these limited situations, the Company will recognize the associated tax benefit.
Changes in tax laws, regulations, agreements and treaties, non-U.S. dollar exchange restrictions or our level of operations or profitability in each taxing jurisdiction could have an impact on the amount of income taxes that we provide during any given year. The determination of taxable income in any jurisdiction requires the interpretation of the related tax laws and regulations and the use of estimates and assumptions regarding significant future events, such as the amount, timing and character of deductions and the sources and character of income and tax credits.
These assumptions and probabilities are periodically reviewed and revised based upon new information.
40
Changes in our current estimates due to unanticipated events, or other factors, could have a material effect on our financial condition and results of operations. Actual tax amounts may be materially different from amounts accrued based upon the results of audits due to different interpretations by the tax authorities than those of the Company. While we believe that our reserves are adequate to cover reasonably expected tax risks, an unfavorable tax settlement generally requires the use of cash and an increase in the amount of income tax expense that we recognize. A favorable tax settlement generally requires a decrease in the amount of income taxes that we recognize.
Income Taxes, Valuation of Deferred Tax Assets — Deferred tax assets and liabilities are recorded based on the future tax consequences attributable to temporary differences that exist between the financial statement carrying value of assets and liabilities and their respective tax basis, and operating loss and tax credit carry-forwards on a taxing jurisdiction basis. We measure deferred tax assets and liabilities using enacted statutory tax rates that will apply in the years in which we expect the temporary differences to be recovered or paid.
The carrying amount of deferred tax assets must be reduced through valuation allowances if it is more likely than not that the deferred tax asset will not be realized. In the period in which a valuation allowance is recorded, we would record tax expense, whereas a tax benefit would be recorded in the period a valuation allowance is released.
In assessing the need for valuation allowances, we consider both positive and negative evidence related to the likelihood that the deferred tax assets will be realized. Our assessment of whether a valuation allowance is required or should be adjusted requires judgment and is completed on a taxing jurisdiction basis. We consider, among other matters: the nature, frequency and severity of any cumulative financial reporting losses; the ability to carry back losses to prior years; future reversals of existing taxable temporary differences; tax planning strategies and projections of future taxable income. We also consider our best estimate of the outcome of any on-going examinations based on the technical merits of the position, historical procedures and case law, among other items.
As of December 31, 2019,2020, we have recorded valuation allowances of $71.2$81.2 million against deferred tax assets of $128.6$137.0 million. The valuation allowances primarily relate to basis differences in revalued investments, capital losses, section 163(j) interest limitationloss carryover, U.S. tax credit carryovers, and certain state and foreign tax loss carryovers. While we believe that the basis for estimating our valuation allowances is
appropriate, changes in our current estimates due to unanticipated events, or other factors, could have a material effect on our financial condition and results of operations.
The TCJA includes global intangible low-taxed income (“GILTI”("GILTI") provisions, which impose a U.S. income inclusion on foreign income in excess of a deemed return on tangible assets of foreign corporations. In accordance with Accounting Standards Codification (“ASC”("ASC") 235-10-50, the Company elected in the fourth quarter of 2018 to treat GILTI inclusions as a current period expense when incurred under ASC Topic 740, “Income Taxes.”
CAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING STATEMENTS
This Annual Report on2020 Form 10-K and the documents incorporated by reference herein may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 (the “Reform Act”"Reform Act"), including statements with respect to, among other things, the financial condition, results of operations, plans, objectives, future performance and business of MoneyGram and its subsidiaries. Statements preceded by, followed by or that include words such as “believes,"believes," "estimates," "expects," "projects," "plans," "anticipates," "intends," "continues," "will," "should," "could," "may," "might," "would," "goals," “predicts,” “estimates,“potential,” “expects,“target,” “projects,“forecast,” “plans,“outlook,” “anticipates,“currently,” “intends,” “continues,” “will,” “should,” “could,” “may,” “would,” “goals” and other similar expressions are intended to identify some of the forward-looking statements within the meaning of the Reform Act and are included, along with this statement, for purposes of complying with the safe harbor provisions of the Reform Act. These forward-looking statements are based on management’smanagement's current expectations, beliefs and assumptions as of the date of this report, are not historical facts or guarantees of future performance, and are subject to certain risks, uncertainties and changes in circumstances that are difficult to predict and many of which are outside of our control due to a number of factors. These factors include, but are not limited to:
•the impact of the COVID-19 pandemic or future pandemics on our business, including the potential work stoppages, lockdowns, shelter-in-place or restricted movement guidelines, service delays and lower consumer and commercial activity;
•our ability to compete effectively;
•our ability to maintain key agent or biller relationships, or a reduction in business or transaction volume from these relationships, including with our largest agent, Walmart, through its introduction of additional competing white-label money transfer products or otherwise, and due to increased costs or lossotherwise;
41
•a security or privacy breach in systems, networks or databases on which we rely;
•current and proposed regulations addressing consumer privacy and data use and security;
•our ability to manage fraud risks from consumers or agents;
•the ability of us and our agents to comply with U.S. and international laws and regulations;
•litigation and regulatory proceedings involving us or our agents and other commercial relationships, which could result in material settlements, fines or penalties, revocation of required licenses or registrations, termination of contracts, other administrative actions or lawsuits and negative publicity;
•disruptions to our computer systems and data centers and our ability to effectively operate and adapt our technology;
•the ability of us and our agents to maintain adequate banking relationships;
•our ability to successfully develop and timely introduce new and enhanced products and services and our investments in new products, services or infrastructure changes;
•our high degree of leverage and substantial debt service obligations, significant debt covenant requirements and our ability to comply with such requirements, requirements;
•our below investment-grade credit rating rating;
•and our ability to maintain sufficient capital;
•weakness in economic conditions, in both the U.S. and global markets;
•the financial health of certain European countries or the secession of a country from the European Union;
•a significant change, material slow down or complete disruption of international migration patterns;
•our ability to manage risks associated with our international sales and operations, including exchange rates among currencies;
•our offering of money transfer services through agents in regions that are politically volatile or, in a limited number of cases, that may be subject to certain OFAC restrictions;
•major bank failure or sustained financial market illiquidity, or illiquidity at our clearing, cash management and custodial financial institutions;
•changes in tax laws or unfavorable outcomes of tax positions we take, or a failure by us to establish adequate reserves for tax events;
•our ability to manage credit risks from our agents and official check financial institution customers;
•our ability to adequately protect our brand and intellectual property rights and to avoid infringing on the rights of others;
•our ability to manage risks related to the operation of retail locations and the acquisition or start-up of businesses;
•any restructuring actions and cost reduction initiatives that we undertake may not deliver the expected results and these actions may adversely affect our business;
•our capital structure; and
•the risks and uncertainties described in the “Risk Factors” and “Management’sManagement's Discussion and Analysis of Financial Condition and Results of Operations” sections of this Annual Report onour 2020 Form 10-K, as well as any additional risk factors that may be described in our other filings with the SEC from time to time.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Enterprise Risk Management
Risk is an inherent part of any business. Our most prominent risk exposures are credit, interest rate and non-U.S. dollar currency exchange. See Part 1, Item 1A “Risk Factors” of this Annual Report on2020 Form 10-Kfor a description of the principal risks to our business. Appropriately managing risk is important to the success of our business, and the extent to which we effectively
42
manage each of the various types of risk is critical to our financial condition and profitability. Our risk management objective is to monitor and control risk exposures to produce steady earnings growth and long-term economic value.
Management implements policies approved by our Board of Directors that cover our investment, capital, credit and non-U.S. dollar practices and strategies. The Board of Directors receives periodic reports regarding each of these areas and approves significant changes to policy and strategy. The Asset/Liability Committee, composed of senior management, routinely reviews investment and risk management strategies and results. The Credit Committee, composed of senior management, routinely reviews credit exposure to consumers and our agents.
The following is a discussion of the risks we deem most critical to our business and the strategies we use to manage and mitigate such risks. While containing forward-looking statements related to risks and uncertainties, this discussion and related analyses are not predictions of future events. Our actual results could differ materially from those anticipated due to various factors discussed under “Cautionary Statements Regarding Forward-Looking Statements” and under “Risk Factors” in Part 1, Item 1A of this Annual Report on2020 Form 10-K.
Credit Risk
Credit risk, or the potential risk that we may not collect amounts owed to us, affects our business primarily through receivables, investments and derivative financial instruments. In addition, the concentration of our cash, cash equivalents and investments at large financial institutions exposes us to credit risk.
Investment Portfolio — Credit risk from our investment portfolio relates to the risk that we may be unable to collect the interest or principal owed to us under the legal terms of the various securities. Our primary exposure to credit risk arises through the concentration of a large amount of our investment portfolio at a few large banks, also referred to as financial institution risk, as well as a concentration in securities issued by U.S. government agencies.
At December 31, 2019,2020, the Company’sCompany's investment portfolio of $2.7$3.1 billion was primarily comprisedcomposed of cash and cash equivalents, consisting of interest-bearing deposit accounts, non-interest-bearing transaction accounts and money market funds backed by U.S. government securities, and interest-bearing investments consisting of time deposits and certificates of deposit. Based on investment policy restrictions, investments are limited to those rated A- or better by two of the following three rating agencies: Moody’s,Moody's, S&P and Fitch. If the rating agencies have split ratings, the Company uses the lower of the highest two out of three ratings across the agencies for disclosure purposes. If the institution has only two ratings, the Company uses the lower of the two ratings for disclosure purposes. No maturity of interest-bearing investments exceeds 24 months from the date of purchase.
The financial institutions holding significant portions of our investment portfolio may act as custodians for our asset accounts, serve as counterparties to our non-U.S. dollar transactions and conduct cash transfers on our behalf for the purpose of clearing our payment instruments and related agent receivables and agent payables. Through certain check clearing agreements and other contracts, we are required to utilize several of these financial institutions.
The concentration in U.S. government agencies includes agencies placed under conservatorship by the U.S. government in 2008 and extended unlimited lines of credit from the U.S. Treasury. The implicit guarantee of the U.S. government and its actions to date support our belief that the U.S. government will honor the obligations of its agencies if the agencies are unable to do so themselves.
43
The following table is a detailed summary of our investment portfolio as of December 31, 2019:2020:
| (Amounts in millions, except percentages and financial institutions) | Number of Financial Institutions (1) | Amount | Percent of Investment Portfolio | |||||||||||||||||
| Cash held on-hand at owned retail locations | N/A | $ | — | — | % | |||||||||||||||
| Cash equivalents collateralized by securities issued by U.S. government agencies | 1 | 2.5 | — | % | ||||||||||||||||
| Available-for-sale investments issued by U.S. government agencies | N/A | 3.0 | — | % | ||||||||||||||||
Cash, cash equivalents and interest-bearing investments at institutions rated AAA (2) | 1 | 68.1 | 2 | % | ||||||||||||||||
| Cash, cash equivalents and interest-bearing investments at institutions rated AA | 5 | 277.4 | 10 | % | ||||||||||||||||
| Cash, cash equivalents and interest-bearing investments at institutions rated A | 13 | 2,075.4 | 68 | % | ||||||||||||||||
| Cash, cash equivalents and interest-bearing investments at institutions rated BBB | 2 | 46.1 | 1 | % | ||||||||||||||||
| Cash, cash equivalents and interest-bearing investments at institutions rated below BBB | 3 | 35.4 | 1 | % | ||||||||||||||||
| Asset-backed and other securities | N/A | 0.5 | — | % | ||||||||||||||||
| Investment portfolio held within the U.S. | 25 | $ | 2,508.4 | 82 | % | |||||||||||||||
| Cash held on-hand at owned retail locations | N/A | 47.5 | 2 | % | ||||||||||||||||
| Cash, cash equivalents and interest-bearing investments held at institutions rated AA | 7 | 262.6 | 8 | % | ||||||||||||||||
| Cash, cash equivalents and interest-bearing investments at institutions rated A | 14 | 125.6 | 4 | % | ||||||||||||||||
| Cash, cash equivalents and interest-bearing investments at institutions rated below A | 50 | 129.9 | 4 | % | ||||||||||||||||
| Investment portfolio held outside the U.S. | 71 | 565.6 | 18 | % | ||||||||||||||||
| Total investment portfolio | $ | 3,074.0 | 100 | % | ||||||||||||||||
| (Amounts in millions, except percentages and financial institutions) | Number of Financial Institutions (1) | Amount | Percent of Investment Portfolio | ||||||
| Cash held on-hand at owned retail locations | N/A | $ | — | — | % | ||||
| Cash equivalents collateralized by securities issued by U.S. government agencies | 1 | 2.5 | — | % | |||||
| Available-for-sale investments issued by U.S. government agencies | N/A | 3.6 | — | % | |||||
Cash, cash equivalents and interest-bearing investments at institutions rated AAA (2) | 1 | 67.2 | 2 | % | |||||
| Cash, cash equivalents and interest-bearing investments at institutions rated AA | 5 | 469.2 | 18 | % | |||||
| Cash, cash equivalents and interest-bearing investments at institutions rated A | 13 | 1,621.2 | 61 | % | |||||
| Cash, cash equivalents and interest-bearing investments at institutions rated BBB | 2 | 45.8 | 2 | % | |||||
| Cash, cash equivalents and interest-bearing investments at institutions rated below BBB | 3 | 45.0 | 2 | % | |||||
| Asset-backed and other securities | N/A | 0.9 | — | ||||||
| Investment portfolio held within the U.S. | 25 | 2,255.4 | 85 | % | |||||
| Cash held on-hand at owned retail locations | N/A | 17.7 | — | % | |||||
| Cash, cash equivalents and interest-bearing investments held at institutions rated AA | 7 | 195.0 | 7 | % | |||||
| Cash, cash equivalents and interest-bearing investments at institutions rated A | 13 | 68.6 | 3 | % | |||||
| Cash, cash equivalents and interest-bearing investments at institutions rated below A | 49 | 131.6 | 5 | % | |||||
| Investment portfolio held outside the U.S. | 69 | 412.9 | 15 | % | |||||
| Total investment portfolio | $ | 2,668.3 | 100 | % | |||||
(1) Financial institutions, located both in the U.S. and outside of the U.S., are included in each of their respective total number of financial institutions.
(2) Inclusive of deposits with FDIC-insured institutions and where such deposits are fully insured by the Federal Deposit Insurance Corporation.
At December 31, 2019,2020, all but $0.9but $0.5 million of the investment portfolio is invested in cash, cash equivalents, interest-bearing investments and investments issued or collateralized by U.S. government agencies. Approximately 85%82% of our total investment portfolio is invested at financial institutions located within the U.S.
Receivables — We have credit exposure to receivables from our agents and partners through the money transfer, bill payment and money order settlement process. These receivables originate from independent agents who collect funds from consumers who are transferring money or buying money orders, and agents who receive proceeds from us in anticipation of payment to the recipients of money transfers. Agents typically have from one to three days to remit the funds, with longer remittance schedules granted to certain agents on a limited basis. The Company has a credit risk management function that conducts the underwriting of credit on new agents as well as conducting credit surveillance on all agents to monitor their financial health and the history of settlement activity with us. The Company’sCompany's credit risk management function also maintains daily contact with agents and performs a collection function. For the year ended December 31, 2019,2020, our annual credit losses from agents, as a percentage of total fee and other revenue, was less than 1%. As of December 31, 2019,2020, we had credit exposure to our agents of $408.5$345.8 million in the aggregate spread across 5,1215,466 agents, of which two agents, individually,one owed us in excess of $15.0 million.
In addition, we are exposed to consumer credit risk directly from transactions through our digital solutions, where transactions are originated through means other than cash, and therefore are subject to credit card chargebacks, non-insufficient funds or other collection impediments, such as fraud. As the digital solutions become a greater proportion of our money transfer business, these losses may increase.
We also have credit exposure from our financial institution customers for business conducted by the Financial Paper Products segment. Financial institutions collect proceeds for official checks and money orders and remit those proceeds to us. We actively monitor the credit risk associated with financial institutions such as banks and credit unions and have not incurred any losses associated with the failure or merger of any bank or non-bank financial institution customer. As of December 31, 2019,2020, we had a
credit exposure to our official check and money order financial institution customers of $222.3$331.2 million in the aggregate spread across 685915 financial institutions, of which one owed us in excess of $15.0 million.
With respect to our credit union customers, our credit exposure is partially mitigated by National Credit Union Administration insurance and we have required certain credit union customers to provide us with larger balances on deposit and/or to issue cashier’scashier's checks only. While the value of these assets is not at risk in a disruption or collapse of a counterparty financial institution, the delay in accessing our assets could adversely affect our liquidity and potentially our earnings depending upon the severity of the delay and corrective actions we may need to take.
44
While the extent of credit risk may vary by product, the process for mitigating risk is similar. We assess the creditworthiness of each potential agent before accepting them into our distribution network. This underwriting process includes not only a determination of whether to accept a new agent, but also the remittance schedule and volume of transactions that the agent will be allowed to perform in a given timeframe. We actively monitor the credit risk of our existing agents by conducting periodic financial reviews and cash flow analyses of our agents that average high volumes of transactions and monitoring the timeliness of payments and remittance patterns versus reported sales on a daily basis.
The timely remittance of funds by our agents and financial institution customers is an important component of our liquidity. If the timing of the remittance of funds were to deteriorate, it would alter our pattern of cash flows and could require us to liquidate investments or utilize our First Lien Revolving Credit Facility to settle payment service obligations. To manage this risk, we closely monitor the remittance patterns of our agents and financial institution customers and act quickly if we detect deterioration or alteration in remittance timing or patterns. If deemed appropriate, we have the ability to immediately deactivate an agent’sagent's equipment at any time, thereby preventing the initiation or issuance of further money transfers and money orders.
Derivative Financial Instruments — Credit risk related to our derivative financial instruments relates to the risk that we are unable to collect amounts owed to us by the counterparties to our derivative agreements. Our derivative financial instruments are used to manage exposures to fluctuations in non-U.S. dollar exchange rates. If the counterparties to any of our derivative financial instruments were to default on payments, it could result in a delay or interruption of payments to our agents. We manage credit risk related to derivative financial instruments by entering into agreements with only major banks and regularly monitoring the credit ratings of these banks. See Note 67 — Derivative Financial Instruments of the Notes to the Consolidated Financial Statements for additional disclosure.
Interest Rate Risk
Interest rate risk represents the risk that our operating results are negatively impacted, and our investment portfolio declines in value, due to changes in interest rates. Given the short maturity profile of the investment portfolio and the low level of interest rates, we believe there is an extremely low risk that the value of these securities would decline such that we would have a material adverse change in our operating results. As of December 31, 2019,2020, the Company held $215.7$219.6 million, or 8%7%, of the investment portfolio in fixed rate investments.
Our operating results are impacted by interest rate risk through our net investment margin, which is investment revenue less investment commissions expense. As the money transfer business is not materially affected by investment revenue and pays commissions that are not tied to an interest rate index, interest rate risk has the most impact on our money order and official check businesses. We are invested primarily in interest-bearing deposit accounts, non-interest-bearing transaction accounts, money market funds backed by U.S. government securities, time deposits and certificates of deposit. These types of investments have minimal risk of declines in fair value from changes in interest rates. Our commissions paid to financial institution customers are determined using a variable rate based primarily on the federal funds effective rate and are reset daily. Accordingly, both our investment revenue and our investment commissions expense will decrease when rates decline and increase when rates rise.
Our results are impacted by interest rate risk through our interest expense for borrowings under the amended First Lien Credit Agreement. The First Lien Revolving Credit Facility and the First Lien Term Credit Facility each permit both base rate borrowings and LIBOR borrowings, in each case plus a spread above the base rate or LIBOR rate, as applicable. With respect to the First Lien Revolving Credit Facility, the spread for base rate borrowings will be either 5.00% per annum or 4.75% per annum depending upon the Company’sCompany's first lien leverage ratio (as defined in the First Lien Credit Agreement), and the spread for LIBOR borrowings will be either 6.00% or 5.75% per annum depending on the Company’sCompany's first lien leverage ratio. The interest rate spread applicable to loans under the First Lien Term Credit Facility is 5.00% per annum for base rate loans and 6.00% per annum for LIBOR rate loans.loans subject to a LIBOR floor of 1%. Accordingly, any increases in interest rates will adversely affect interest expense and declines in LIBOR may not result in lower interest expense. As of December 31, 2019,2020, the Company had no borrowings under the First Lien Revolving Credit Facility.
The tables below incorporate substantially all of our interest rate sensitive assets and assumptions that reflect changes in all interest rates pertaining to the balance sheet. The “ramp”"ramp" analysis assumes that interest rates change in even increments over the next 12 months. The “shock”"shock" analysis assumes interest rates change immediately and remain at the changed level for the next twelve months. Components of our pre-tax loss that are interest rate sensitive include “Investment"Investment revenue,” “Investment" "Investment commissions
45
The following table summarizes the changes to affected components of the income statement under various ramp scenarios as of December 31, 2019:2020:
| Basis Point Change in Interest Rates | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Basis Point Change in Interest Rates | Down | Down | Down | Up | Up | Up | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Down | Down | Down | Up | Up | Up | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
(Amounts in millions) | 200 | 100 | 50 | 50 | 100 | 200 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| (Amounts in millions) | (Amounts in millions) | 200 | 100 | 50 | 50 | 100 | 200 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Investment revenue | $ | (21.8 | ) | $ | (11.5 | ) | $ | (5.7 | ) | $ | 5.7 | $ | 11.5 | $ | 23.0 | Investment revenue | $ | (2.8) | $ | (2.7) | $ | (2.6) | $ | 4.9 | $ | 10.7 | $ | 22.3 | |||||||||||||||||||||||||||||||||
| Investment commissions expense | 11.6 | 6.7 | 3.3 | (3.3 | ) | (6.8 | ) | (13.7 | ) | Investment commissions expense | — | — | — | (2.8) | (5.7) | (11.9) | |||||||||||||||||||||||||||||||||||||||||||||
| Interest expense | 3.5 | 2.2 | 0.8 | (2.2 | ) | (3.6 | ) | (6.5 | ) | Interest expense | — | — | — | — | (0.1) | (2.1) | |||||||||||||||||||||||||||||||||||||||||||||
| Change in pretax income | $ | (6.7 | ) | $ | (2.6 | ) | $ | (1.6 | ) | $ | 0.2 | $ | 1.1 | $ | 2.8 | Change in pretax income | $ | (2.8) | $ | (2.7) | $ | (2.6) | $ | 2.1 | $ | 4.9 | $ | 8.3 | |||||||||||||||||||||||||||||||||
The following table summarizes the changes to affected components of the income statement under various shock scenarios as of December 31, 2019:2020:
| Basis Point Change in Interest Rates | Basis Point Change in Interest Rates | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Down | Down | Down | Up | Up | Up | Down | Down | Down | Up | Up | Up | ||||||||||||||||||||||||||||||||||||||||||||||||||
| (Amounts in millions) | 200 | 100 | 50 | 50 | 100 | 200 | (Amounts in millions) | 200 | 100 | 50 | 50 | 100 | 200 | ||||||||||||||||||||||||||||||||||||||||||||||||
| Investment revenue | $ | (33.8 | ) | $ | (20.4 | ) | $ | (10.2 | ) | $ | 10.2 | $ | 20.5 | $ | 41.0 | Investment revenue | $ | (2.8) | $ | (2.8) | $ | (2.8) | $ | 9.8 | $ | 20.4 | $ | 41.8 | |||||||||||||||||||||||||||||||||
| Investment commissions expense | 16.9 | 12.0 | 6.2 | (6.2 | ) | (12.5 | ) | (25.2 | ) | Investment commissions expense | — | — | — | (5.2) | (10.7) | (20.6) | |||||||||||||||||||||||||||||||||||||||||||||
| Interest expense | 6 | 4.9 | 2.4 | (3.5 | ) | (6.4 | ) | (12.2 | ) | Interest expense | — | — | — | (0.5) | (2.2) | (8.0) | |||||||||||||||||||||||||||||||||||||||||||||
| Change in pretax income | $ | (10.9 | ) | $ | (3.5 | ) | $ | (1.6 | ) | $ | 0.5 | $ | 1.6 | $ | 3.6 | Change in pretax income | $ | (2.8) | $ | (2.8) | $ | (2.8) | $ | 4.1 | $ | 7.5 | $ | 13.2 | |||||||||||||||||||||||||||||||||