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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
			Form			10-Q

(Mark One)
☑			Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the Quarterly Period Ended September 30, 2022.
☐			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						(I.R.S. Employer
incorporation or organization)						Identification No.)
2828 N. Harwood St., 15th Floor Dallas, Texas						75201 (Zip Code)
(Address of principal executive offices)

(214) 999-7552

Registrant’s telephone number, including area code

Not applicable

(Former name, former address and former fiscal year, if changed since last report)

___________________________________

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  ☑        No  ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit files).    Yes  ☑        No  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.:

Large accelerated filer

☑

Accelerated filer

☐

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 is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ☐        No  ☑

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. As of November 7, 2022, 96,545,041 shares of common stock, $0.01 par value, were outstanding.

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			PART I. FINANCIAL INFORMATION
						Page
Item 1. Financial Statements (Unaudited)						1
Condensed Consolidated Balance Sheets						1
Condensed Consolidated Statements of Operations						2
Condensed Consolidated Statements of Comprehensive Loss						3
Condensed Consolidated Statements of Cash Flows						4
Condensed Consolidated Statement of Stockholders’ Deficit						6
Notes to the Unaudited Condensed Consolidated Financial Statements						7
Note 1 — Description of the Business and Basis of Presentation						7
Note 2 — Settlement Assets and Payment Service Obligations						9
Note 3 — Fair Value Measurement						9
Note 4 — Investment Portfolio						11
Note 5 — Derivative Financial Instruments						11
Note 6 — Debt						12
Note 7 — Pension and Other Benefits						13
Note 8 — Stockholders' Deficit						13
Note 9 — Stock-Based Compensation						15
Note 10 — Income Taxes						16
Note 11 — Commitments and Contingencies						17
Note 12 — Earnings (Loss) per Common Share						19
Note 13 — Segment Information						20
Note 14 — Revenue Recognition						21
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations						22
Item 3. Quantitative and Qualitative Disclosures About Market Risk						32
Item 4. Controls and Procedures						32
PART II. OTHER INFORMATION
Item 1. Legal Proceedings						33
Item 1A. Risk Factors						33
Item 6. Exhibits						34
Signatures						35

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GLOSSARY OF TERMS

This glossary highlights some of the terms used in the Quarterly Report on Form 10-Q and is not a complete list of all the defined terms used herein.

Abbreviation						Term
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
COVID-19						Coronavirus disease
Digital Channel						Transactions in which either the send transaction, receive transaction or both occur through the Company's direct-to-consumer digital business, MoneyGram Online, through digital partnerships, or end in an account deposit, wallet or card solution such as the Visa Direct program
DPA						Deferred Prosecution Agreement
GFT						Global Funds Transfer
Fitch						Fitch Ratings, Inc.
FPP						Financial Paper Products
FTC						Federal Trade Commission
IRS						Internal Revenue Service
LIBOR						London Interbank Offered Rate
MDP						Madison Dearborn Partners, LLC, a Delaware limited liability company
Merger						Mobius Merger Sub, Inc., a Delaware corporation shall merge with and into the Company, with the Company being the surviving company
Merger Agreement						On February 14, 2022, the Company, entered into an Agreement and Plan of Merger
MGO						MoneyGram Online (our direct-to-consumer business)
Moody's						Moody's Investor Service
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
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
Retail Channel						Transactions in which both the send transaction and receive transaction occur at one of the Company's physical agent locations
ROE						Report of Examination
SERPs						Supplemental executive retirement plans
S&P						Standard & Poor's
SEC						U.S. Securities and Exchange Commission
USDC						USD Coin
U.S. GAAP						Accounting principles generally accepted in the United States of America
U.S. Judge						United States Judge for the Middle District of Pennsylvania

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CAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q and certain 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"), 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,” “estimates,” “expects,” “projects,” “plans,” “anticipates,” “intends,” “continues,” “will,” “should,” “could,” “may,” “might,” “would,” “goals,” “predicts,” “potential,” “target,” “forecast,” “outlook,” “currently,” 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’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 for 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;

•our ability to continue to grow our Digital Channel, including through our direct-to-consumer digital business, MoneyGram Online;

•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;

•our below investment-grade credit rating;

•our ability to maintain sufficient capital;

•weakness in economic conditions, including recession and inflation, 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;

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•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;

•unpredictability and severity of catastrophic events, including acts of terrorism, outbreak of war or hostilities, civil unrest, adverse climate or weather events and pandemics or other public health emergencies, as well as our response to any of the aforementioned factors;

•risks relating to the proposed Merger (as defined herein), including the possibility that the consummation of the Merger could be delayed or not completed and the effect of announcement or pendency of the Merger on our business; and

•the risks and uncertainties described in the Risk Factors and Management's Discussion and Analysis of Financial Condition and Results of Operations sections of our 2021 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.

These forward-looking statements speak only as of the date they are made, and MoneyGram undertakes no obligation to publicly update or revise any forward-looking statements for any reason, whether as a result of new information, future events or otherwise, except as required by federal securities law.

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PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

MONEYGRAM INTERNATIONAL, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

UNAUDITED

 

(Amounts in millions, except share data)						September 30, 2022						December 31, 2021
ASSETS
Cash and cash equivalents						$	126.7					$	155.2
Settlement assets						3,543.5						3,591.4
Property and equipment, net						135.0						133.9
Goodwill						442.2						442.2
Right-of-use assets						42.8						52.6
Other assets						98.9						101.2
Total assets						$	4,389.1					$	4,476.5
LIABILITIES
Payment service obligations						$	3,543.5					$	3,591.4
Debt, net						785.7						786.7
Pension and other postretirement benefits						62.5						67.1
Lease liabilities						45.8						56.3
Accounts payable and other liabilities						138.0						160.0
Total liabilities						4,575.5						4,661.5
COMMITMENTS AND CONTINGENCIES (NOTE 11)
STOCKHOLDERS' DEFICIT
Common stock, $0.01 par value, 162,500,000 shares authorized, 98,825,387 and 92,305,011 shares issued, 96,528,940 and 90,725,982 shares outstanding at September 30, 2022 and December 31, 2021, respectively						1.0						0.9
Additional paid-in capital						1,411.6						1,400.3
Retained loss						(1,501.1)						(1,513.4)
Accumulated other comprehensive loss						(80.3)						(62.8)
Treasury stock: 2,296,447 and 1,579,029 shares at September 30, 2022 and December 31, 2021, respectively						(17.6)						(10.0)
Total stockholders' deficit						(186.4)						(185.0)
Total liabilities and stockholders' deficit						$	4,389.1					$	4,476.5

See Notes to the Unaudited Condensed Consolidated Financial Statements

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MONEYGRAM INTERNATIONAL, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

UNAUDITED

 

						Three Months Ended September 30,												Nine Months Ended September 30,
(Amounts in millions, except per share data)						2022						2021						2022						2021
REVENUE
Fee and other revenue						$	319.1					$	317.7					$	949.1					$	953.1
Investment revenue						11.7						1.9						18.9						5.9
Total revenue						330.8						319.6						968.0						959.0
COST OF REVENUE
Commissions and other fee expense						153.7						154.6						458.9						465.8
Investment commissions expense						7.2						0.3						10.0						0.7
Direct transaction expense						13.7						15.6						39.8						47.0
Total cost of revenue						174.6						170.5						508.7						513.5
GROSS PROFIT						156.2						149.1						459.3						445.5
OPERATING EXPENSES
Compensation and benefits						55.8						53.8						171.6						175.0
Transaction and operations support						48.9						39.1						147.3						122.8
Occupancy, equipment and supplies						14.7						15.3						44.3						47.1
Depreciation and amortization						13.7						14.1						38.0						43.5
Total operating expenses						133.1						122.3						401.2						388.4
OPERATING INCOME						23.1						26.8						58.1						57.1
Other expenses
Interest expense						12.2						13.0						35.2						57.8
Loss on early extinguishment of debt						—						33.6						—						43.9
Other non-operating expense						0.8						1.0						2.8						2.8
Total other expenses						13.0						47.6						38.0						104.5
Income (loss) before income taxes						10.1						(20.8)						20.1						(47.4)
Income tax expense (benefit)						5.9						(5.2)						7.7						(5.3)
NET INCOME (LOSS)						$	4.2					$	(15.6)					$	12.4					$	(42.1)
EARNINGS (LOSS) PER COMMON SHARE
Basic						$	0.04					$	(0.16)					$	0.13					$	(0.48)
Diluted						$	0.04					$	(0.16)					$	0.12					$	(0.48)
Weighted-average outstanding common shares and equivalents used in computing earnings (loss) per common share
Basic						96.6						96.0						96.3						87.7
Diluted						100.1						96.0						100.0						87.7

See Notes to the Unaudited Condensed Consolidated Financial Statements

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MONEYGRAM INTERNATIONAL, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

UNAUDITED

 

						Three Months Ended September 30,												Nine Months Ended September 30,
(Amounts in millions)						2022						2021						2022						2021
NET INCOME (LOSS)						$	4.2					$	(15.6)					$	12.4					$	(42.1)
OTHER COMPREHENSIVE LOSS
Net change in unrealized holding gain on available-for-sale securities arising during the period, net of tax expense (benefit) of $0.0 and $0.0 for the three months ended September 30, 2022 and 2021, respectively, and $(0.1) and $0.0 for the nine months ended September 30, 2022 and 2021, respectively						0.4						(0.1)						0.5						0.3
Net change in pension liability due to amortization of prior service credit and net actuarial loss, net of tax benefit of $0.0 and $0.1 for the three months ended September 30, 2022 and 2021, respectively, and $0.3 and $0.4 for nine months ended September 30, 2022 and 2021, respectively						0.4						0.4						1.3						1.4
Unrealized non-U.S. dollar translation adjustments, net of tax expense of $0.0 and $0.4 for the three months ended September 30, 2022 and 2021, respectively, and $0.0 and $0.0 for the nine months ended September 30, 2022 and 2021, respectively						(8.8)						(3.7)						(19.3)						(6.9)
Other comprehensive loss						(8.0)						(3.4)						(17.5)						(5.2)
COMPREHENSIVE LOSS						$	(3.8)					$	(19.0)					$	(5.1)					$	(47.3)

See Notes to the Unaudited Condensed Consolidated Financial Statements

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MONEYGRAM INTERNATIONAL, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

UNAUDITED 

						Nine Months Ended September 30,
(Amounts in millions)						2022						2021
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)						$	12.4					$	(42.1)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation and amortization						38.0						43.5
Signing bonus amortization						40.5						42.8
Change in right-of-use assets						8.5						9.9
Amortization of debt discount and debt issuance costs						2.0						6.8
Loss on early extinguishment of debt						—						43.9
Non-cash compensation and pension expense						13.9						7.7
Signing bonus payments						(22.9)						(26.2)
Change in other assets						(27.4)						(3.8)
Change in lease liabilities						(8.3)						(10.7)
Change in accounts payable and other liabilities						(30.7)						(72.7)
Other non-cash items, net						(0.4)						0.1
Net cash provided by (used in) operating activities						25.6						(0.8)
CASH FLOWS FROM INVESTING ACTIVITIES:
Payments for capital expenditures						(40.2)						(31.4)
Proceeds from available-for-sale investments						0.5						0.6
Purchases of interest-bearing investments						(544.1)						(568.0)
Proceeds from interest-bearing investments						543.0						566.6
Purchase of equity investments						(4.0)						—
Net cash used in investing activities						(44.8)						(32.2)
CASH FLOWS FROM FINANCING ACTIVITIES:
Transaction costs for issuance and amendment of debt						—						(6.5)
Proceeds from issuance of debt						—						807.8
Principal payments on debt						(3.0)						(889.9)
Prepayment call premium						—						(16.5)
Change in receivables, net						(327.4)						14.3
Change in payment service obligations						(47.9)						(96.9)
Net proceeds from stock issuance						—						97.3
Payments to tax authorities for stock-based compensation						(7.6)						(3.7)
Net cash used in financing activities						(385.9)						(94.1)
NET CHANGE IN CASH AND CASH EQUIVALENTS AND SETTLEMENT CASH AND CASH EQUIVALENTS						(405.1)						(127.1)
CASH AND CASH EQUIVALENTS AND SETTLEMENT CASH AND CASH EQUIVALENTS—Beginning of year						2,050.9						2,079.3
CASH AND CASH EQUIVALENTS AND SETTLEMENT CASH AND CASH EQUIVALENTS—End of period						$	1,645.8					$	1,952.2

See Notes to the Unaudited Condensed Consolidated Financial Statements

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Supplemental disclosures to the Condensed Consolidated Statements of Cash Flows are presented below:

						Nine Months Ended September 30,
(Amounts in millions)						2022						2021
Cash payments for interest						$	39.5					$	46.6
Cash payments (refunds) for taxes, net						$	9.0					$	0.5

The following table provides a reconciliation of Cash and Cash Equivalents as reported in the Condensed Consolidated Statements of Cash Flows to the line items within the Consolidated Balance Sheets as of:

(Amounts in millions)						September 30, 2022						September 30, 2021
Cash and cash equivalents						$	126.7					$	152.6
Settlement cash and cash equivalents						1,519.1						1,799.6
Cash and cash equivalents and settlement cash and cash equivalents						$	1,645.8					$	1,952.2

See Notes to the Unaudited Condensed Consolidated Financial Statements

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MONEYGRAM INTERNATIONAL, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT

UNAUDITED

(Amounts in millions)												Common Stock						Additional Paid-In Capital						Retained Loss						Accumulated Other Comprehensive Loss						Treasury Stock						Total
January 1, 2022												$	0.9					$	1,400.3					$	(1,513.4)					$	(62.8)					$	(10.0)					$	(185.0)
Net income												—						—						5.1						—						—						5.1
Stock-based compensation activity												—						2.8						—						—						(6.1)						(3.3)
Exercise of lender warrants												0.1						—						—						—						0.1						0.2
Other comprehensive loss												—						—						—						(1.3)						—						(1.3)
March 31, 2022												1.0						1,403.1						(1,508.3)						(64.1)						(16.0)						(184.3)
Net income												—						—						3.1						—						—						3.1
Stock-based compensation activity												—						5.2						(0.1)						—						(0.6)						4.5
Other comprehensive loss												—						—						—						(8.2)						—						(8.2)
June 30, 2022												1.0						1,408.3						(1,505.3)						(72.3)						(16.6)						(184.9)
Net income												—						—						4.2						—						—						4.2
Stock-based compensation activity												—						3.3						—						—						(1.0)						2.3
Other comprehensive loss												—						—						—						(8.0)						—						(8.0)
September 30, 2022												$	1.0					$	1,411.6					$	(1,501.1)					$	(80.3)					$	(17.6)					$	(186.4)

(Amounts in millions)						Common Stock						Additional Paid-In Capital						Retained Loss						Accumulated Other Comprehensive Loss						Treasury Stock						Total
January 1, 2021						$	0.7					$	1,296.0					$	(1,475.3)					$	(58.4)					$	—					$	(237.0)
Net loss						—						—						(15.4)						—						—						(15.4)
Stock-based compensation activity						—						1.9						(0.1)						—						(3.6)						(1.8)
Exercise of Ripple Warrants						0.1						(0.1)						—						—						—						—
Other comprehensive loss						—						—						—						(5.0)						—						(5.0)
March 31, 2021						0.8						1,297.8						(1,490.8)						(63.4)						(3.6)						(259.2)
Net loss						—						—						(11.1)						—						—						(11.1)
Stock-based compensation activity						—						1.4						—						—						(0.1)						1.3
ATM equity offering						0.1						97.5						—						—						—						97.6
Other comprehensive income						—						—						—						3.2						—						3.2
June 30, 2021						0.9						1,396.7						(1,501.9)						(60.2)						(3.7)						(168.2)
Net loss						—						—						(15.6)						—						—						(15.6)
Stock-based compensation activity						—						1.6						—						—						—						1.6
ATM equity offering						—						(0.3)						—						—						—						(0.3)
Other comprehensive loss						—						—						—						(3.4)						—						(3.4)
September 30, 2021						$	0.9					$	1,398.0					$	(1,517.5)					$	(63.6)					$	(3.7)					$	(185.9)

See Notes to the Unaudited Condensed Consolidated Financial Statements

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MONEYGRAM INTERNATIONAL, INC.

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 1 — Description of the Business and Basis of Presentation

References to "MoneyGram," the "Company," "we," "us" and "our" are to MoneyGram International, Inc. and its subsidiaries.

Nature of Operations — MoneyGram offers products and services under its two reporting segments: GFT and FPP. The GFT segment provides global money transfer services and bill payment services to consumers through two primary distribution channels: retail and digital. Through our Retail Channel, we offer services through third-party agents, including retail chains, independent retailers, post offices and other financial institutions. Additionally, we have limited Company-operated retail locations. We offer services through MGO, digital partnerships, direct transfers to bank accounts, mobile wallets and card solutions, such as Visa Direct, as part of our Digital Channel. The FPP segment provides official check outsourcing services and money orders through financial institutions and agent locations.

Basis of Presentation — The accompanying unaudited Condensed Consolidated Financial Statements of MoneyGram are prepared in conformity with U.S. GAAP for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and notes required by U.S. GAAP for complete financial statements. The Condensed Consolidated Balance Sheets are unclassified due to the timing uncertainty surrounding the payment of settlement obligations. The Condensed Consolidated Financial Statements include all adjustments of a normal recurring nature that, in the opinion of management, are necessary in order to make the financial statements not misleading.

Impact of COVID-19 Pandemic On Our Financial Statements — The global spread of COVID-19 and the unprecedented impact of the COVID-19 pandemic is complex and ever-evolving. In March 2020, the World Health Organization declared COVID-19 a global pandemic and recommended extensive containment and mitigation measures worldwide. The outbreak reached all regions in which we do business, and governmental authorities around the world implemented numerous measures attempting to contain and mitigate the effects of the virus, including travel bans and restrictions, border closings, quarantines, shelter-in-place orders, shutdowns, limitations or closures of non-essential businesses, school closures and social distancing requirements. The global spread of COVID-19 and its subsequent variants, in combination with the government actions taken in response to the virus have caused and may continue to cause, significant economic and business disruption, volatility, financial uncertainty and a continued significant global economic downturn. This has had and may continue to have, a negative impact on the mobility of the global workforce, our agents, customers, consumer spending and global financial markets. Even after the initial impact of the COVID-19 pandemic has subsided, we may continue to experience adverse impacts to our business as a result of inflation, economic weakness and lower disposable income. Therefore, the Company cannot reasonably estimate the future impact at this time.

There were no other material impacts to our unaudited Condensed Consolidated Financial Statements as of and for the periods ended September 30, 2022, based on the Company's assessment of its estimates. As additional information becomes available to us, our future assessment of these estimates, including our expectations at the time regarding the duration, scope and severity of the pandemic, as well as other factors, could materially and adversely impact our Consolidated Financial Statements in the future.

Use of Estimates — The preparation of these financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. These estimates and assumptions are based on historical experience, future expectations, impact of the COVID-19 pandemic and other factors and assumptions the Company believes to be reasonable under the circumstances. These estimates and assumptions are reviewed on an ongoing basis and are revised when necessary. Changes in estimates are recorded in the period of change. Actual amounts may differ from these estimates.

Principles of Consolidation — The Condensed Consolidated Financial Statements include the accounts of MoneyGram International, Inc. and its subsidiaries. Intercompany profits, transactions and account balances have been eliminated in consolidation.

Recently Adopted Accounting Standards — In May 2021, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2021-04, Earnings Per Share (Topic 260), Debt—Modifications and Extinguishments (Subtopic 470-50), Compensation—Stock Compensation (Topic 718), and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options (a consensus of the FASB Emerging Issues Task Force). The ASU clarifies and reduces diversity in an issuer’s accounting for modifications or exchanges of freestanding equity-classified written call options, warrants for instance, that remain equity classified after modification or exchange. The ASU provides guidance that will clarify whether an issuer

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should account for a modification or an exchange of a freestanding equity-classified written call option that remains equity classified after modification or exchange as (1) an adjustment to equity and, if so, the related earnings per share effects, if any, or (2) an expense and, if so, the manner and pattern of recognition. The new guidance is effective for annual and interim periods beginning after December 15, 2021, and early adoption is permitted, including adoption in an interim period. The adoption of ASU 2021-04 will not have a material impact on our Condensed Consolidated Financial Statements.

In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting. The amendments in this ASU provide, if certain criteria are met, optional expedients and exceptions for applying the U.S. GAAP requirements for contract modifications, hedging relationships and sales or transfers of debt securities that reference the London Interbank Offered Rate ("LIBOR") or another reference rate expected to be discontinued because of reference rate reform through December 31, 2022. The adoption of this ASU is optional and the election can be made anytime during the effective period. The amendments in this ASU are effective as of March 12, 2020 through December 31, 2022. The adoption of ASU 2020-04 did not have a material impact on our Condensed Consolidated Financial Statements.

Recently Issued Accounting Standards and Related Developments Not Yet Adopted — In August 2020, the FASB issued ASU 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity's Own Equity. This ASU changes how entities account for convertible instruments and contracts in an entity's own equity and simplifies the accounting for convertible instruments by removing certain separation models for convertible instruments. This ASU also modifies the guidance on diluted earnings per share calculations. The amendments are effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. The adoption of ASU 2020-06 is not expected to have a material impact on our Condensed Consolidated Financial Statements.

In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. The new credit impairment standard changes the impairment model for most financial assets and certain other instruments. For trade and other receivables, held-to-maturity debt securities, loans and other instruments, entities will be required to use a new forward-looking expected loss model that generally will result in the earlier recognition of allowances for credit losses. For available-for-sale debt securities with unrealized losses, entities will measure credit losses in a manner similar to what they do today, except that the losses will be recognized as allowances rather than as reductions in the amortized cost of the securities. To further assist with adoption and implementation of ASU 2016-13, the FASB issued the following ASUs:

•ASU 2018-19 (Issued November 2018) — Codification Improvements to Topic 326, Financial Instruments - Credit Losses

•ASU 2019-04 (Issued April 2019) — Codification Improvements to Topic 326, Financial Instruments - Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments

•ASU 2019-05 (Issued May 2019) — Financial Instruments - Credit Losses (Topic 326): Targeted Transition Relief

•ASU 2019-10 (Issued November 2019) — Financial Instruments - Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842): Effective Dates

•ASU 2019-11 (Issued November 2019) — Codification Improvements to Topic 326, Financial Instruments - Credit Losses

•ASU 2020-02 (Issued February 2020) — Financial Instruments - Credit Losses (Topic 326) and Leases (Topic 842): Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 119 and Update to SEC Section on Effective Date Related to Accounting Standards Update No. 2016-02, Leases (Topic 842) (SEC Update)

•ASU 2020-03 (Issued March 2020) — Codification Improvements to Financial Instruments

•ASU 2022-02 (Issued March 2022) — Financial Instruments - Credit Losses (Topic 326): Trouble Debt Restructurings and Vintage Disclosures

ASU 2019-10 changed the effective date of ASU 2016-13 for public business entities that meet the definition of a U.S. Securities and Exchange Commission ("SEC") filer but that are eligible to be a smaller reporting company to fiscal years beginning after December 15, 2022. As of November 15, 2019, which is the determination date for ASU 2016-13, MoneyGram was a smaller reporting company and, as such, has elected to adopt the amendments in these standards in 2023. We are still evaluating these ASUs, but we do not believe the adoption will have a material impact on our Condensed Consolidated Financial Statements.

The Company has determined that there have been no other recently adopted or issued accounting standards that had, or will have, a material impact on its Condensed Consolidated Financial Statements.

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Merger Update — On February 14, 2022, we entered into a Merger Agreement by and among the Company, Parent and an affiliate of Madison Dearborn, and Merger Sub. The Merger Agreement provides that, subject to the terms and conditions set forth in the Merger Agreement, Merger Sub will merge with and into the Company. Following the Merger, the Company will become a subsidiary of Parent. At the effective time of the Merger, each outstanding share of common stock will be automatically canceled and converted into the right to receive $11.00 in cash.

On May 23, 2022, the Company held a virtual-only special meeting of stockholders related to the Merger Agreement and stockholders approved the transaction with affiliates of funds managed by MDP. To date, money transmission regulators in 50 U.S. states and territories have provided their approval of, or non-objection to the transaction. Only three state approvals remain, and the parties are in active dialogue with each of these states. In addition, the parties have obtained all but two approvals from its international money transmission regulators and have received approval from the Financial Conduct Authority ("FCA") in the United Kingdom and the National Bank of Belgium where MoneyGram holds its European license.

The Merger Agreement contains certain termination rights for the parties, including the right of the parties, subject to specified limitations, to terminate the Merger Agreement if the Merger is not consummated by February 13, 2023, although the End Date may be extended to May 14, 2023 in certain circumstances to obtain required money transfer approvals.

Note 2 — Settlement Assets and Payment Service Obligations

The Company records payment service obligations relating to amounts payable under money transfers, money orders and consumer payment service arrangements. These obligations are recognized by the Company at the time the underlying transaction occurs. The Company records corresponding settlement assets, which represent funds received or to be received for unsettled money transfers, money orders and consumer payments.

The following table summarizes the amount of settlement assets and payment service obligations:

(Amounts in millions)						September 30, 2022						December 31, 2021
Settlement assets:
Settlement cash						$	1,519.1					$	1,895.7
Receivables, net						1,027.8						700.4
Interest-bearing investments						993.7						992.3
Available-for-sale investments						2.9						3.0
Total settlement assets						$	3,543.5					$	3,591.4
Payment service obligations						$	(3,543.5)					$	(3,591.4)

Note 3 — Fair Value Measurement

Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability, or the exit price, in an orderly transaction between market participants on the measurement date.

Assets and liabilities that are measured at fair value on a recurring basis:

•Available-for-sale investments — For residential mortgage-backed securities issued by U.S. government agencies, fair value measures are obtained from an independent pricing service. As market quotes are generally not readily available or accessible for these specific securities, the pricing service measures fair value through the use of pricing models utilizing reported market quotes adjusted for observable inputs, such as market prices for comparable securities, spreads, prepayment speeds, yield curves and delinquency rates. Accordingly, these securities are classified as Level 2 financial instruments.

For asset-backed and other securities, which include investments in limited partnerships, market quotes are generally not available. The Company utilizes broker quotes to measure market value, if available. Because the inputs and assumptions that brokers use to develop prices are unobservable, valuations that are based on brokers' quotes are classified as Level 3. Also, the Company uses pricing services that utilize pricing models based on market observable and unobservable data. The observable inputs include quotes for comparable securities, yield curves, default indices, interest rates, historical prepayment speeds and delinquency rates. These pricing models also apply an inactive market adjustment as a significant unobservable input. Accordingly, asset-backed and other securities valued using third-party pricing models are classified as Level 3.

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•Derivative financial instruments — Derivatives consist of forward contracts to manage income statement exposure to non-U.S. dollar exchange risk arising from the Company's assets and liabilities denominated in non-U.S. dollar currencies. The Company's forward contracts are well-established products, allowing the use of standardized models with market-based inputs. These models do not contain a high level of subjectivity, and the inputs are readily observable. Accordingly, the Company has classified its forward contracts as Level 2 financial instruments. See Note 5 — Derivative Financial Instruments for additional disclosure on the Company's forward contracts.

The following table summarizes the Company's financial assets and liabilities measured at fair value by hierarchy level on a recurring basis:

(Amounts in millions)												Level 2						Level 3						Total
September 30, 2022
Financial assets:
Available-for-sale investments:
Residential mortgage-backed securities												$	1.6					$	—					$	1.6
Asset-backed and other securities												—						1.3						1.3
Forward contracts (1)												10.5						—						10.5
Total financial assets												$	12.1					$	1.3					$	13.4
Financial liabilities:
Forward contracts												$	0.2					$	—					$	0.2
December 31, 2021
Financial assets:
Available-for-sale investments:
Residential mortgage-backed securities												$	2.3					$	—					$	2.3
Asset-backed and other securities												—						0.7						0.7
Forward contracts												0.1						—						0.1
Total financial assets												$	2.4					$	0.7					$	3.1
Financial liabilities:
Forward contracts												$	0.2					$	—					$	0.2

(1) Includes associated cash posted as collateral

Assets and liabilities that are disclosed at fair value — Debt and interest-bearing investments are carried at amortized cost; however, the Company estimates the fair value of debt for disclosure purposes. The fair values of the Term Loan and Senior Secured Notes are estimated using an observable market quotation (Level 2).

The following table provides the carrying value and fair value for the Term Loan and the Senior Secured Notes:

(Amounts in millions)						September 30, 2022												December 31, 2021
						Carrying value						Fair value						Carrying value						Fair value
Term Loan						$	381.0					$	367.7					$	384.0					$	383.5
Senior Secured Notes						$	415.0					$	405.7					$	415.0					$	421.2

The carrying amounts for the Company's cash and cash equivalents, settlement cash and cash equivalents, receivables, interest-bearing investments and payment service obligations approximate fair value as of September 30, 2022 and December 31, 2021.

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Note 4 — Investment Portfolio

The following table shows the components of the investment portfolio:

(Amounts in millions)						September 30, 2022						December 31, 2021
Cash						$	1,645.8					$	2,050.9
Interest-bearing investments						993.7						992.3
Available-for-sale investments						2.9						3.0
Total investment portfolio						$	2,642.4					$	3,046.2

The following table is a summary of the amortized cost and fair value of available-for-sale investments:

(Amounts in millions)						Amortized Cost						Gross Unrealized Gains												Fair Value
September 30, 2022
Residential mortgage-backed securities						$	1.6					$	—											$	1.6
Asset-backed and other securities						—						1.3												1.3
Total						$	1.6					$	1.3											$	2.9
December 31, 2021
Residential mortgage-backed securities						$	2.1					$	0.2											$	2.3
Asset-backed and other securities						—						0.7												0.7
Total						$	2.1					$	0.9											$	3.0

As of September 30, 2022 and December 31, 2021, 55% and 77%, respectively, of the fair value of the available-for-sale portfolio were invested in residential mortgage-backed securities issued by U.S. government agencies. These securities have the implicit backing of the U.S. government, and the Company expects to receive full par value upon maturity or pay-down, as well as all interest payments.

Gains and Losses — For the three and nine months ended September 30, 2022 and 2021, the Company had no realized gains or losses.

Contractual Maturities — Actual maturities may differ from contractual maturities as borrowers may have the right to call or prepay obligations, sometimes without call or prepayment penalties. Maturities of residential mortgage-backed and asset-backed and other securities depend on the repayment characteristics and experience of the underlying obligations. 

Note 5 — Derivative Financial Instruments

The Company uses forward contracts to manage its non-U.S. dollar needs and non-U.S. dollar exchange risk arising from its assets and liabilities denominated in non-U.S. dollar. While these contracts may mitigate certain non-U.S. dollar risk, they are not designated as hedges for accounting purposes and will result in gains and losses in the Condensed Consolidated Statements of Operations. The Company also reports gains and losses from the spread differential between the rate set for its transactions and the actual cost of currency at the time the Company buys or sells in the open market.

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The following net gains (losses) related to assets and liabilities denominated in non-U.S. dollar are included in "Transaction and operations support" in the Condensed Consolidated Statements of Operations and in the "Net cash provided by (used in) operating activities" line in the Condensed Consolidated Statements of Cash Flows:

						Three Months Ended September 30,												Nine Months Ended September 30,
(Amounts in millions)						2022						2021						2022						2021
Net realized non-U.S. dollar loss						$	(27.8)					$	(7.0)					$	(54.2)					$	(13.3)
Net gain from the related forward contracts						24.5						6.0						50.3						11.4
Net loss from the related forward contracts						$	(3.3)					$	(1.0)					$	(3.9)					$	(1.9)

As of September 30, 2022 and December 31, 2021, the Company had $653.6 million and $698.7 million, respectively, of outstanding notional amounts relating to its non-U.S. dollar forward contracts.

As of September 30, 2022 and December 31, 2021, the Company reflects the following fair values of derivative forward contract instruments in its Condensed Consolidated Balance Sheets on a net basis, allowing for the right of offset by counterparty and cash collateral: 

(Amounts in millions)						Gross Amount of Recognized Assets												Gross Amount of Offset												Cash Collateral Posted												Net Amount of Assets Presented in the Condensed Consolidated Balance Sheets
Balance Sheet Location						September 30, 2022						December 31, 2021						September 30, 2022						December 31, 2021						September 30, 2022						December 31, 2021						September 30, 2022						December 31, 2021
"Other assets"						$	8.3					$	0.4					$	(2.8)					$	(0.3)					$	5.0					$	—					$	10.5					$	0.1

(Amounts in millions)						Gross Amount of Recognized Liabilities												Gross Amount of Offset												Cash Collateral Received												Net Amount of Liabilities Presented in the Condensed Consolidated Balance Sheets
Balance Sheet Location						September 30, 2022						December 31, 2021						September 30, 2022						December 31, 2021						September 30, 2022						December 31, 2021						September 30, 2022						December 31, 2021
"Accounts payable and other liabilities"						$	3.0					$	0.6					$	(2.8)					$	(0.4)					$	—					$	—					$	0.2					$	0.2

The Company's forward contracts are primarily executed with counterparties governed by International Swaps and Derivatives Association agreements that generally include standard netting arrangements. Asset and liability positions from forward contracts and all other non-U.S. dollar exchange transactions with the same counterparty are net settled upon maturity. In addition, the Company nets derivative liabilities against any receivables for cash collateral placed with the same counterparties.

The Company is exposed to credit loss in the event of non-performance by counterparties to its derivative contracts. The Company actively monitors its exposure to credit risk through the use of credit approvals and credit limits and by selecting major international banks and financial institutions as counterparties. Collateral generally is not required of the counterparties; however, it is required of the Company in some contracts. In the unlikely event the counterparty fails to meet the contractual terms of the derivative contract, the Company's risk is limited to the fair value of the instrument. The Company has not had any historical instances of non-performance by any counterparties, nor does it anticipate any future instances of non-performance.

Note 6 — Debt

The following is a summary of the Company's outstanding debt:

(Amounts in millions, except percentages)						September 30, 2022						December 31, 2021
Term Loan due 2026						$	381.0					$	384.0
5.375% Senior Secured Notes due 2026						415.0						415.0
Total debt at face value						796.0						799.0
Unamortized debt issuance costs and debt discounts						(10.3)						(12.3)
Total debt, net						$	785.7					$	786.7

Indenture and New Credit Agreement — On July 21, 2021, the Company entered into a new credit agreement (the “New Credit Agreement”) with the lenders from time to time party thereto and Bank of America, N.A., as administrative agent and completed its previously announced private offering of $415.0 million aggregate principal amount of 5.375% senior secured notes due 2026 (the “Senior Secured Notes” or "Notes" and such offering, the "Notes Offering") and related guarantees. The

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New Credit Agreement provides for (i) a senior secured five-year term loan in an aggregate principal amount of $400.0 million (the “Term Loan”) and (ii) a senior secured four-year revolving credit facility that may be used for revolving credit loans, swingline loans and letters of credit (the "Revolving Credit Facility" and together with the Term Loan the "New Credit Facilities") up to an aggregate principal amount of $40.0 million. The interest rate spread applicable to loans under the Term Loan is 3.50% per annum for base rate loans and 4.50% for LIBOR rate loans. For purposes of the Term Loan, the LIBOR rate is subject to a 0.50% per annum floor and for purposes of the Revolving Credit Facility the LIBOR rate is subject to a 0.0% floor. As of September 30, 2022 and December 31, 2021, LIBOR rate was 1.50% and 0.50%, and interest rate was 6.00% and 5.00%, respectively, for the Term Loan. As of September 30, 2022, the Company had no borrowings and no outstanding letters of credit under its Revolving Credit Facility. The New Credit Facilities were secured by substantially all of the Company's assets and its material domestic subsidiaries that guarantee the payment and performance of the Company's obligations under the Credit Facilities.

Debt Covenants and Other Restrictions — The New Credit Agreement requires the Company and its consolidated subsidiaries to maintain a minimum interest coverage ratio of 2.150:1.000 and to not exceed a total net leverage ratio of 4.750:1.000. The asset coverage covenant contained in the New Credit Agreement requires the aggregate amount of the Company's cash and cash equivalents and other settlement assets to exceed its aggregate payment service obligations. As of September 30, 2022, the Company was in compliance with its financial covenants: our interest coverage ratio was 4.822 to 1.000, our total net leverage ratio was 3.272 to 1.000 and our assets in excess of payment service obligations used for the asset coverage calculation were $126.7 million. We continuously monitor our compliance with our debt covenants.

Note 7 — Pension and Other Benefits

The following table is a summary of net periodic benefit expense for the Company's defined benefit Pension Plan and supplemental executive retirement plans, collectively referred to as "Pension":

						Three Months Ended September 30,												Nine Months Ended September 30,
(Amounts in millions)						2022						2021						2022						2021
Interest cost						$	0.6					$	0.5					$	1.8					$	1.5
Expected return on plan assets						(0.3)						(0.2)						(0.9)						(0.6)
Amortization of net actuarial loss						0.5						0.5						1.6						1.8
Net periodic benefit expense						$	0.8					$	0.8					$	2.5					$	2.7

Net periodic benefit expense for the Pension and Postretirement Benefits is recorded in "Other non-operating expense" in the Condensed Consolidated Statements of Operations. Settlement charge, amortization of net actuarial loss and prior service cost were reclassified out of the components of "Accumulated other comprehensive loss".

Note 8 — Stockholders' Deficit

Common Stock — No dividends were paid during the three and nine months ended September 30, 2022 or 2021.

The following table is a summary of changes in the number of shares of the Company’s authorized, issued and outstanding stock as of September 30, 2022:

									Common Stock																		Treasury Stock
																					Authorized									Issued						Outstanding
December 31, 2021																					162,500,000						92,305,011						90,725,982						1,579,029
Exercise of lender warrants																					—						4,458,314						4,454,159						4,155
Release for restricted stock units																					—						2,062,062						1,348,799						713,263
September 30, 2022																					162,500,000						98,825,387						96,528,940						2,296,447

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The following table is a summary of the changes to Accumulated other comprehensive loss by component:

(Amounts in millions)						Net Unrealized Gains on Securities Classified as Available-for-sale, Net of Tax						Cumulative non-U.S. dollar Translation Adjustments, Net of Tax						Pension and Postretirement Benefits Adjustment, Net of Tax						Total
January 1, 2022						$	1.5					$	(28.9)					$	(35.4)					$	(62.8)
Other comprehensive loss before reclassification						0.1						(1.8)						—						(1.7)
Amounts reclassified from accumulated other comprehensive loss						—						—						0.4						0.4
Net current period other comprehensive loss						0.1						(1.8)						0.4						(1.3)
March 31, 2022						1.6						(30.7)						(35.0)						(64.1)
Other comprehensive loss before reclassification						—						(8.7)						—						(8.7)
Amounts reclassified from accumulated other comprehensive loss						—						—						0.5						0.5
Net current period other comprehensive loss						—						(8.7)						0.5						(8.2)
June 30, 2022						1.6						(39.4)						(34.5)						(72.3)
Other comprehensive loss before reclassification						0.4						(8.8)						—						(8.4)
Amounts reclassified from accumulated other comprehensive loss						—						—						0.4						0.4
Net current period other comprehensive loss						0.4						(8.8)						0.4						(8.0)
September 30, 2022						$	2.0					$	(48.2)					$	(34.1)					$	(80.3)

(Amounts in millions)						Net Unrealized Gains on Securities Classified as Available-for-sale, Net of Tax						Cumulative non-U.S. dollar Translation Adjustments, Net of Tax						Pension and Postretirement Benefits Adjustment, Net of Tax						Total
January 1, 2021						$	1.2					$	(20.9)					$	(38.7)					$	(58.4)
Other comprehensive loss before reclassification						0.3						(5.8)						—						(5.5)
Amounts reclassified from accumulated other comprehensive loss						—						—						0.5						0.5
Net current period other comprehensive loss						0.3						(5.8)						0.5						(5.0)
March 31, 2021						1.5						(26.7)						(38.2)						(63.4)
Other comprehensive income before reclassification						0.1						2.6						—						2.7
Amounts reclassified from accumulated other comprehensive loss						—						—						0.5						0.5
Net current period other comprehensive income						0.1						2.6						0.5						3.2
June 30, 2021						1.6						(24.1)						(37.7)						(60.2)
Other comprehensive loss before reclassification						(0.1)						(3.7)						—						(3.8)
Amounts reclassified from accumulated other comprehensive loss						—						—						0.4						0.4
Net current period other comprehensive loss						(0.1)						(3.7)						0.4						(3.4)
September 30, 2021						$	1.5					$	(27.8)					$	(37.3)					$	(63.6)

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Note 9 — Stock-Based Compensation

The following table is a summary of the Company's stock-based compensation expense:

						Three Months Ended September 30,												Nine Months Ended September 30,
(Amounts in millions)						2022						2021						2022						2021
Stock-based compensation expense						$	3.3					$	1.6					$	11.3					$	4.9

Stock Options — The following table is a summary of the Company's stock option activity: 

						Shares						Weighted- Average Exercise Price						Weighted- Average Remaining Contractual Term						Aggregate Intrinsic Value (in millions)
Options outstanding at December 31, 2021						131,153						$	17.54					1.4 years						$	—
Forfeited/Expired						(19,202)						$	17.79
Options outstanding, vested or expected to vest,      and exercisable at September 30, 2022						111,951						$	17.50					0.9 years						$	—

As of September 30, 2022, the Company had no unrecognized stock option expense related to outstanding options.

Restricted Stock Units — On February 16, 2022, the Company granted time-based and performance-based restricted stock units. The time-based restricted stock units vest in three equal installments on each anniversary of the grant date. The performance-based restricted stock units are subject to performance conditions and a one-year performance period. When and if the conditions are satisfied at the end of the one-year performance period, vesting of the performance-based restricted stock units are subject only to the passage of time and vest in three equal installments on each anniversary of the grant date.

The following table is a summary of the Company's restricted stock unit activity:

						Total Shares						Weighted-Average Grant-Date Fair Value						Weighted-Average Remaining Contractual Term						Aggregate Intrinsic Value (in millions)
Restricted stock units outstanding at December 31, 2021						4,104,547						$	3.82					0.86 years						$	32.4
Granted						1,665,176						10.69
Vested						(2,084,376)						4.51
Forfeited						(7,081)						7.07
Restricted stock units outstanding at September 30, 2022						3,678,266						$	7.35					0.99 years						$	38.3
Restricted stock units vested and deferred at September 30, 2022						174,827						$	4.15											$	1.8

The following table is a summary of the Company's restricted stock unit compensation information:

						Three Months Ended September 30,												Nine Months Ended September 30,
(Amounts in millions)						2022						2021						2022						2021
Weighted-average grant-date fair value of restricted stock units vested during the period						$	0.5					$	0.1					$	9.4					$	6.7
Total intrinsic value of vested and converted shares						$	0.6					$	0.2					$	22.1					$	15.5

As of September 30, 2022, the Company's outstanding restricted stock units had unrecognized compensation expense of $18.4 million with a remaining weighted-average vesting period of 1.4 years.

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Note 10 — Income Taxes

For the three months ended September 30, 2022, the Company recognized an income tax expense of $5.9 million on pre-tax income of $10.1 million primarily due to an increase in valuation allowance, non-deductible expenses, foreign taxes net of federal income tax benefits, state taxes and an increase in unrecognized tax benefits, all of which were partially offset by U.S. general business credits.

For the nine months ended September 30, 2022, the Company recognized an income tax expense of $7.7 million on pre-tax income of $20.1 million primarily due to non-deductible expenses, an increase in valuation allowance, foreign taxes net of federal income tax benefits, an increase in unrecognized tax benefits and state taxes, all of which were partially offset by U.S. general business credits and recognition of excess tax benefits on share-based compensation. The net increase in valuation allowance against our U.S. federal and state deferred tax assets is primarily due to an increase in the Company's federal interest expense limitation carryover and the possibility that the net interest expense may be further limited in the foreseeable future. The valuation allowance increase is partially offset by a decrease in the valuation allowance for the estimated use of U.S. general business credits and state net operating losses. As of September 30, 2022, the Company remains in a three-year cumulative pre-tax loss position. However, it is possible that the Company could be out of its current three-year cumulative loss position within the next 12 months. The Company will maintain a valuation allowance on applicable deferred tax assets until there is sufficient evidence to support the reversal of any or all of these valuation allowances. The Company continues to analyze the positive and negative evidence in determining the need for a valuation allowance with respect to its deferred tax assets. It is reasonably possible that, within the next 12 months, the valuation allowance could be reduced if there is sufficient evidence indicating it is more likely than not that all or a portion of the Company’s deferred tax assets will be realized. Release of the valuation allowance would result in the recognition of certain deferred tax assets and a decrease to income tax expense for the period in which the release is recorded. However, the exact timing and amount of the valuation allowance release are subject to change based on the level of profitability achieved.

For the three months ended September 30, 2021, the Company recognized an income tax benefit of $5.2 million on a pre-tax loss of $20.8 million primarily due to state taxes, non-deductible expenses, foreign taxes net of federal income tax benefits and U.S. taxation of foreign earnings, all of which were partially offset by U.S. general business credits and an increase in valuation allowance.

For the nine months ended September 30, 2021, the Company recognized an income tax benefit of $5.3 million on a pre-tax loss of $47.4 million primarily due to non-deductible expenses, foreign taxes net of federal income tax benefits, U.S. taxation of

foreign earnings and an increase in valuation allowance, all of which were partially offset by U.S. general business credits.

Unrecognized tax benefits are recorded in "Accounts payable and other liabilities" in the Condensed Consolidated Balance Sheets. As of September 30, 2022 and December 31, 2021, the liability for unrecognized tax benefits was $12.8 million and $14.7 million, respectively, exclusive of interest and penalties. For the nine months ended September 30, 2022 and 2021, the net amount of unrecognized tax benefits that if recognized could impact the effective tax rate was $12.8 million and $19.3 million, respectively. The Company accrues interest and penalties for unrecognized tax benefits through "Income tax (benefit) expense" in the Condensed Consolidated Statements of Operations. For the nine months ended September 30, 2022, the Company's accrual for interest and penalties decreased by $1.2 million which was comprised of a $0.3 million increase in the accrual offset by cash payments of $1.5 million. For the nine months ended September 30, 2021, the company’s accrual for interest and penalties increased by $0.7 million. As of September 30, 2022 and December 31, 2021, the Company had a liability of $6.3 million and $7.4 million, respectively, for accrued interest and penalties within "Accounts payable and other liabilities." As a result of the Company's completion of its litigation related to its securities losses, the Company is anticipating a $3.7 million decrease to the total amount of state related unrecognized tax benefits, exclusive of interest and penalties, by way of cash or attribute settlements over the next 12 months.

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Note 11 — Commitments and Contingencies

Legal Proceedings — The matters set forth below are subject to uncertainties and outcomes that are not predictable. The Company accrues for these matters as any resulting losses become probable and can be reasonably estimated. Further, the Company maintains insurance coverage for many claims and litigation matters. In relation to various legal matters, including those described below, the Company had $7.5 million and $15.8 million of liability recorded in "Accounts payable and other liabilities" in the Condensed Consolidated Balance Sheets as of September 30, 2022 and December 31, 2021, respectively. Legal proceedings are recorded in "Transaction and operations support" in the Condensed Consolidated Statements of Operations. No charges were recorded for the three and nine months ended September 30, 2022 and 2021.

Litigation Commenced Against the Company:

Class Action Securities Litigation — On November 14, 2018, a putative securities class action lawsuit was filed in the United States District Court for the Northern District of Illinois against MoneyGram and certain of its executive officers. The lawsuit asserts claims under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 and alleges that MoneyGram made material misrepresentations regarding its compliance with the stipulated order for permanent injunction and final judgment that MoneyGram entered into with the FTC in October 2009 and with the DPA that MoneyGram entered into with the U.S. Attorney’s Office for the Middle District of Pennsylvania and the U.S. Department of Justice in November 2012. The lawsuit seeks unspecified damages, equitable relief, interest and costs and attorneys' fees. The Company believes the case is without merit and is vigorously defending this matter. On May 16, 2019, MoneyGram filed a motion to dismiss which the court has yet to rule upon. We are unable to predict the outcome, or the possible loss or range of loss, if any, related to this matter.

Books and Records Requests — The Company has received multiple requests from various putative shareholders for inspection of books and records pursuant to Section 220 of the Delaware General Corporation Law relating to the subject matter of the putative class lawsuit described in the preceding paragraphs. On February 26, 2019, two of these shareholders filed a petition in the Delaware Court of Chancery to compel MoneyGram to produce books and records in accordance with their request but have since dismissed their action. We are unable to predict the outcome, or the possible loss or range of loss, if any, related to these matters.

MDP Transaction Shareholder Litigation — On March 13, 2022, a purported MoneyGram stockholder filed a lawsuit, entitled Shiva Stein v. MoneyGram International, Inc., et al., in the United States District Court for the Southern District of New York. On March 31, 2022, a purported MoneyGram stockholder filed a lawsuit, entitled Chandler Tulin v. MoneyGram International, Inc., et al., in the United States District Court for the Southern District of New York. On April 1, 2022, a purported MoneyGram stockholder filed a lawsuit, entitled Ryan O’Dell v. MoneyGram International, Inc., et al., in the United States District Court for the Southern District of New York. On April 6, 2022, a purported MoneyGram stockholder filed a lawsuit, entitled Lewis D. Baker v. MoneyGram International, Inc., et al., in the United States District Court for the Eastern District of New York. On April 8, 2022, a purported MoneyGram stockholder filed a lawsuit, entitled Marc Waterman v. MoneyGram International, Inc., et al., in the United States District Court for the Eastern District of Pennsylvania. On April 10, 2022, a purported MoneyGram stockholder filed a lawsuit, entitled Khristina Keller v. MoneyGram International, Inc., et al., in the United States District Court for the Eastern District of New York. The plaintiffs in each lawsuit alleged that the preliminary proxy statement filed by MoneyGram with the SEC on March 29, 2022, in connection with the proposed Merger contains materially incomplete and misleading information and omits material information with respect to the Merger, rendering the preliminary proxy statement materially incomplete and misleading in violation of Sections 14(a) and 20(a) of the Exchange Act, 15 U.S.C. §§ 78n(a), 78t(a), Rule 14a-9 of the SEC rules and/or 17 C.F.R. § 244.100. The plaintiff in the Tulin action also asserted that the members of the MoneyGram board breached their fiduciary duties by, among other things, entering into the Merger Agreement through an unfair process and for inadequate compensation, and that MoneyGram aided and abetted the purported breaches of fiduciary duties. Each plaintiff sought, among other things, injunctive relief until the defendants to the applicable lawsuit disclosed the alleged omitted material information. All the federal lawsuits described above that were filed against MoneyGram regarding the MDP transaction and the Company's related public disclosure have now been voluntarily dismissed.

In addition, on or about April 25, 2022, a purported MoneyGram stockholder filed a putative class action lawsuit, entitled Hatch v. Holmes, et al., in the Delaware Court of Chancery. The plaintiff in the Hatch action asserts that the members of the MoneyGram board breached their fiduciary duties by obtaining inadequate consideration for MoneyGram’s stockholders and making materially incomplete or misleading proxy disclosures in connection with the proposed Merger. On May 6, 2022, the Delaware Court of Chancery denied plaintiff's motion for expedited proceedings and for injunctive relief regarding the proxy disclosures in the MDP transaction. On July 29, 2022, plaintiff filed a stipulation of dismissal without prejudice, which the court granted on August 1, 2022. Accordingly, every shareholder lawsuit filed over the MDP transaction and the Company’s related public disclosures have now been dismissed and are no longer pending.

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It is possible that additional shareholder lawsuits could be filed relating to the subject matter of the above putative class action, the Section 220 books and records requests and the shareholder suits pertaining to the MDP transaction.

Other Matters — The Company is involved in various other claims and litigation that arise from time to time in the ordinary course of the Company's business. Management does not believe that after final disposition any of these matters is likely to have a material adverse impact on the Company's financial condition, results of operations or cash flows.

Government Investigations:

On June 9, 2021, the Government filed an Amended Unopposed Motion to Dismiss that provided additional details about the Company’s satisfaction of its obligations under the DPA and enhancements to the Company’s compliance program. On June 10, 2021, the United States Judge for the Middle District of Pennsylvania signed an Order dismissing the criminal information with prejudice, which effectively discharged the Government’s criminal case against the Company and officially ended the matter.

NYDFS — As previously reported, on June 22, 2018, the Company received a request for production of documents from the NYDFS related to the Company’s failure to maintain an effective anti-money laundering program and to adequately supervise certain of the Company’s New York-based agents that conducted suspicious transactions on behalf of customers. This request followed previous inquiries by the NYDFS regarding certain of the Company’s New York-based agents. On March 16, 2022, the Company and the NYDFS entered into a consent order (the “Consent Order”) to resolve this matter.

In entering into the Consent Order, the NYDFS acknowledged that there were several mitigating factors in respect to the Consent Order, including that the Company fully cooperated with the NYDFS’s investigation, including by reporting on the results of its internal investigation on the matter, had voluntarily undertaken significant enhancements to its compliance program and had undertaken remediation to prevent similar violations from occurring. Such measures and enhancements include termination of certain agents, the creation of new compliance procedures to increase the authority of compliance personnel within the Company, the implementation of new limits on and supervision of high-risk agents and a substantial increase in the resources allocated to compliance. Pursuant to the Consent Order, the Company agreed to, among other things, pay a civil monetary penalty in the amount of $8.3 million and undertake various reporting obligations. These include the obligation to (i) submit to the NYDFS a written description of the Company’s current compliance program with respect to the supervision of its New York-based agents and update such description with the NYDFS at 12 and 24 months after the date of the Consent Order, (ii) deliver to the NYDFS detailed data of all transactions in the State of New York for the one-year period prior to the date of the Consent Order, and (iii) fully cooperate with the NYDFS regarding all terms of the Consent Order. Pursuant to the Consent Order, the NYDFS agreed that it will take no further action against the Company for the conduct subject to the previous request for production of documents, provided that the Company fully complies with the terms of the Consent Order. The $8.3 million payment, which was made in the first quarter of 2022, is consistent with the estimated amount that the Company previously accrued in the fourth quarter of 2021.

CFPB — As previously reported, on February 12, 2020, the Company received a Report of Examination (“ROE”) from the Consumer Financial Protection Bureau (“CFPB”) stating that previous findings from a 2019 exam were not remediated, and the matter would be referred to its Enforcement Unit. On March 18, 2020, the Company received a Civil Investigative Demand (“CID”) from the CFPB’s Enforcement Unit. On June 11, 2020, the Company provided a timely response to the ROE describing the remedial actions taken and that the findings have been substantially remediated. On August 21, 2020, the Company completed its production in response to the CID. On February 25, 2021, the CFPB provided the Company with a Notice and Opportunity to Respond and Advise (“NORA”) letter, documenting the CFPB’s intent to take legal action against the Company based on four alleged violations under the Remittance Rule, the Electronic Fund Transfer Act (the “EFTA”) and the Consumer Financial Protection Act (the “CFPA”). The Company provided the CFPB with its written response to the NORA letter on March 17, 2021. Over the next several months, the Company and the CFPB engaged in negotiations regarding a potential settlement agreement but were ultimately unable to reach an agreed resolution on this matter. On April 21, 2022, the CFPB and the New York State Office of the Attorney General filed a complaint (the “Complaint”) in the United States District Court for the Southern District of New York against the Company and MoneyGram Payment Systems, Inc., a wholly owned subsidiary of the Company. The Complaint alleges seven counts of violations under the Remittance Rule, the CFPA, the EFTA and New York Executive Law § 63(12) and seeks injunctive relief, restitution, unspecified damages, civil money penalties and costs. On July 5, 2022, the CFPB and the New York Office of the Attorney General filed a First Amended Complaint. The Company filed its response to the First Amended Complaint on August 4, 2022, with motions to dismiss and to transfer venue to Texas. The CFPB and New York Office of the Attorney General responded to the Company's motions on September 19, 2022, and MoneyGram filed a brief reply on October 3, 2022. MoneyGram continues to believe the case is without merit and intends to vigorously defend this matter. Based on the prior settlement negotiations which have since terminated, the Company had accrued $7.5 million as of December 31, 2021, as our best estimate to settle this matter. Notwithstanding the termination of the settlement discussion and the filing of the lawsuit by the CFPB, we continue to maintain the $7.5 million accrual in accordance with U.S. GAAP as our best loss estimate related to this matter.

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Other Matters — The Company is involved in various other government inquiries and other matters that arise from time to time. Management does not believe that after final disposition any of these other matters is likely to have a material adverse impact on the Company’s financial condition, results of operations or cash flows.

Note 12 — Earnings (Loss) Per Common Share

The following table summarizes the weighted-average share amounts used in calculating earnings (loss) per common share:

						Three Months Ended September 30,												Nine Months Ended September 30,
(Amounts in millions)						2022						2021						2022						2021
Basic common shares outstanding						96.6						96.0						96.3						87.7
Shares related to restricted stock units						3.5						—						3.7						—
Diluted common shares outstanding						100.1						96.0						100.0						87.7

Potential common shares issuable to employees upon exercise or conversion of shares under the Company's stock-based compensation plans and upon exercise of the Ripple Warrants (as defined below, which are no longer outstanding) are excluded from the computation of diluted earnings per common share in periods when the effect would be anti-dilutive. All potential common shares are anti-dilutive in periods of net loss available to common stockholders. Stock options are anti-dilutive when the exercise price of these instruments is greater than the average market price of the Company's common stock for the period, regardless of whether the Company is in a period of net loss available to common shareholders.

The following table summarizes the weighted-average potential common shares excluded from diluted earnings (loss) per common share as their effect would be anti-dilutive:

						Three Months Ended September 30,												Nine Months Ended September 30,
(Amounts in millions)						2022						2021						2022						2021
Shares related to stock options						0.1						0.2						0.1						0.3
Shares related to restricted stock units						—						4.0						—						4.3
Shares related to Ripple Warrants						—						—						—						1.4
Shares excluded from the computation						0.1						4.2						0.1						6.0

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Note 13 — Segment Information

The Company's reporting segments are primarily organized based on the nature of products and services offered and the type of consumer served. The Company has two reporting segments: GFT and FPP. See Note 1 — Description of the Business and Basis of Presentation for further discussion on our segments. Walmart Inc. ("Walmart") is our only agent that is considered major. The following table is a summary of revenue from Walmart as a percentage of each segment and total revenue:

						Three Months Ended September 30,												Nine Months Ended September 30,
						2022						2021						2022						2021
Revenue from Walmart as a percentage of GFT revenue						<10%						10		%				<10%						11		%
Revenue from Walmart as a percentage of FPP revenue						33		%				35		%				35		%				34		%
Revenue from Walmart as a percentage of total revenue						<10%						10		%				<10%						11		%

The following table is a summary of the total revenue by segment:

						Three Months Ended September 30,												Nine Months Ended September 30,
(Amounts in millions)						2022						2021						2022						2021
GFT revenue
Money transfer revenue						$	299.1					$	296.2					$	886.9					$	887.0
Bill payment revenue						8.9						9.8						26.8						30.5
Total GFT revenue						308.0						306.0						913.7						917.5
FPP revenue
Money order revenue						11.1						10.0						32.2						31.0
Official check revenue						11.7						3.6						22.1						10.5
Total FPP revenue						22.8						13.6						54.3						41.5
Total revenue						$	330.8					$	319.6					$	968.0					$	959.0

The following table is a summary of the gross profit by segment: 

						Three Months Ended September 30,												Nine Months Ended September 30,
(Amounts in millions)						2022						2021						2022						2021
GFT gross profit						$	140.5					$	135.8					$	415.0					$	404.7
FPP gross profit (1)						15.7						13.3						44.3						40.8
Total gross profit						156.2						149.1						459.3						445.5
Total operating expenses						133.1						122.3						401.2						388.4
Total operating income						23.1						26.8						58.1						57.1
Interest expense						12.2						13.0						35.2						57.8
Loss on early extinguishment of debt						—						33.6						—						43.9
Other non-operating expense						0.8						1.0						2.8						2.8
Income (loss) before income taxes						$	10.1					$	(20.8)					$	20.1					$	(47.4)

(1) In periods of extremely low interest rates, it is possible for commissions to be close to zero, resulting in abnormally high gross margin.

The following table sets forth assets by segment:

(Amounts in millions)						September 30, 2022						December 31, 2021
GFT						$	1,246.3					$	1,269.5
FPP						3,110.5						3,169.8
Other						32.3						37.2
Total assets						$	4,389.1					$	4,476.5

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Note 14 — Revenue Recognition

The following table is a summary of the Company's revenue streams disaggregated by services and products for each segment and timing of revenue recognition for such services and products excluding other revenue:

						Three Months Ended September 30,												Nine Months Ended September 30,
(Amounts in millions)						2022						2021						2022						2021
GFT revenue
Money transfer fee revenue						$	288.6					$	289.5					$	859.0					$	867.5
Bill payment services fee revenue						7.9						9.9						26.8						31.1
Other revenue						11.5						6.6						27.9						18.9
Total GFT fee and other revenue						308.0						306.0						913.7						917.5
FPP revenue
Money order fee revenue						1.3						1.6						4.1						4.9
Official check outsourcing services fee revenue						1.7						1.8						5.1						5.4
Other revenue						8.1						8.3						26.2						25.3
Total FPP fee and other revenue						11.1						11.7						35.4						35.6
Total fee and other revenue						319.1						317.7						949.1						953.1
Investment revenue						11.7						1.9						18.9						5.9
Total revenue						$	330.8					$	319.6					$	968.0					$	959.0
Timing of revenue recognition:
Services and products transferred at a point in time						$	297.8					$	300.8					$	889.9					$	903.4
Products transferred over time						1.7						1.8						5.1						5.4
Total revenue from services and products						299.5						302.6						895.0						908.8
Investment revenue						11.7						1.9						18.9						5.9
Other revenue						19.6						15.1						54.1						44.3
Total revenue						$	330.8					$	319.6					$	968.0					$	959.0

Due to the short-term nature of the Company's services and products, the amount of contract assets and liabilities on the Condensed Consolidated Balance Sheets as of September 30, 2022 and December 31, 2021, is negligible. Assets for unsettled money transfers, money orders and consumer payments are included in "Settlement assets" with a corresponding liability recorded in "Payment service obligations" on the Condensed Consolidated Balance Sheets. For more information on these assets and liabilities see Note 2 — Settlement Assets and Payment Service Obligations.

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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The purpose of this Management's Discussion and Analysis of Financial Condition and Results of Operations ("MD&A") is to provide an understanding of MoneyGram International, Inc.'s ("MoneyGram," the "Company," "we," "us" and "our") financial condition, results of operations and cash flows by focusing on changes in certain key measures. This MD&A is provided as a supplement to and should be read in conjunction with, our unaudited Condensed Consolidated Financial Statements and related Notes included in this Quarterly Report on Form 10-Q and the Consolidated Financial Statements and Notes included in our Annual Report on Form 10-K for the year ended December 31, 2021. This discussion contains forward-looking statements that involve risks and uncertainties. MoneyGram's actual results could differ materially from those anticipated due to various risks and factors discussed above under Cautionary Statements Regarding Forward-Looking Statements and elsewhere in this Quarterly Report on Form 10-Q and in our 2021 Form 10-K, as well as any additional risk factors that may be described in our other periodic filings with the SEC from time to time.

The comparisons presented in this MD&A refer to the same period in the prior year, unless otherwise noted. This MD&A is organized in the following sections:

•Overview

•Results of Operations

•Liquidity and Capital Resources

•Critical Accounting Policies and Estimates

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, kiosks, or any one of the hundreds of thousands of agent locations in over 200 countries and territories, with over 100 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 our Digital Channel and third-party agents. The Digital Channel includes MGO (our direct-to-consumer business), digital partners, direct transfers to bank accounts, mobile wallets and debit card solutions such as Visa Direct. Third-party agents include retail chains, independent retailers, post offices and financial institutions. MoneyGram also has a limited number of Company-operated retail locations.

We manage our revenue and related commissions expense through two reporting segments: GFT and FPP. The GFT segment provides global money transfer services in approximately 440,000 agent locations. Our global money transfer services are our primary revenue driver, accounting for 90% and 92% of total revenue for the three and nine months ended September 30, 2022, respectively. The GFT 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 Canadian, Caribbean and European countries and through our Digital Channel. The FPP 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.

Business Environment

The competitive environment continues to change as both established players and new, digital-only entrants work to innovate and deliver an 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 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 and convenience.

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.

As a leader in the evolution of digital P2P payments, we were the first company to utilize blockchain technology at scale for cross-border payments. Given our extensive global network, strong culture of fintech innovation, expertise in compliance and API-driven infrastructure, we are well-positioned to lead cross-border payment innovation.

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Recent Developments

On February 14, 2022, we entered into a Merger Agreement by and among the Company, Parent and an affiliate of Madison Dearborn, and Merger Sub. The Merger Agreement provides that, subject to the terms and conditions set forth in the Merger Agreement, Merger Sub will merge with and into the Company. Following the Merger, the Company will become a subsidiary of Parent. At the effective time of the Merger, each outstanding share of common stock will be automatically canceled and converted into the right to receive $11.00 in cash.

On May 23, 2022, the Company held a virtual-only special meeting of stockholders related to the Merger Agreement and stockholders approved the transaction with affiliates of funds managed by MDP. To date, money transmission regulators in 50 U.S. states and territories have provided their approval of, or non-objection to the transaction. Only three state approvals remain, and the parties are in active dialogue with each of these states. In addition, the parties have obtained all but two approvals from its international money transmission regulators, and have received approval from the FCA in the United Kingdom and the National Bank of Belgium where MoneyGram holds its European license.

The Merger Agreement contains certain termination rights for the parties, including the right of the parties, subject to specified limitations, to terminate the Merger Agreement if the Merger is not consummated by February 13, 2023, although the End Date may be extended to May 14, 2023 in certain circumstances to obtain required money transfer approvals.

On March 11, 2022, MoneyGram and Stellar Development Foundation announced a new partnership with Techstars, a global investment business that provides access to capital, one-on-one mentorship and customized programming for entrepreneurs. The program will recruit founders across the world who are focused on driving technological innovation in areas such as blockchain and digital payments to further streamline cross-border payments and support financial inclusion.

On March 16, 2022, we announced that a final agreement has been reached to settle its previously disclosed legacy enforcement matter with NYDFS through a consent order. The Company paid a civil monetary penalty of $8.3 million to the NYDFS and will undertake various reporting obligations. This payment is consistent with the estimated amount that MoneyGram previously accrued in the fourth quarter of 2021.

For the nine months ended September 30, 2022, the U.S. dollar strengthened significantly against most major currencies. The impact was a reduction in the value of foreign-based revenue as it is converted to our reporting currency, the U.S. dollar.

Anticipated Trends

This discussion of trends expected to impact our business in 2022 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, Part II, Item 1A, Risk Factors of this Quarterly Report on Form 10-Q and Part I, Item 1A, Risks Factors of our 2021 Form 10-K for additional factors that could cause results to differ materially from those contemplated by the following forward-looking statements.

Through 2022, we believe the industry will continue to see a number of trends, including the growth of digital transactions, a competitive pricing environment, continuing focus on customer experience and a broader trend towards potential diversification of product and service offerings.

We also anticipate a U.S. dollar strengthening as interest rates rise faster in the US compared to other industrialized countries, especially in Europe.

To position the Company to respond to these trends, our digital-first strategy is creating tremendous value for consumers. The result is the Company’s strategy of continuing to focus on growing our digital business. To address this new and evolving digital consumer, we expect to continue to invest in product innovation as we look to go deeper and wider in our consumer-direct digital offerings. We also plan to expand MGO to new countries, add new digital send partners and add more wallets and account deposit offerings.

As we grow our digital business, we will also focus on maintaining our global cash network. MoneyGram's cash receive network is essential to millions of receivers around the world who rely on cash to support the urgent needs of their families. Additionally, the cash network continues to provide benefit for those consumers who need to send cash in many markets.

During 2022, we have executed our strategy to lead cross-border payment innovation and blockchain-enabled settlement through growing our partnership with the Stellar Development Foundation as well as through other initiatives and partnerships.

We continue monitoring the social, political, regulatory and economic environment around the world and will consider taking actions as appropriate. There could be adverse impacts to our revenues, earnings and cash flows should the situation escalate beyond its current scope, including, among other potential impacts, economic recessions in certain countries or globally due to inflation and changes in the interest rate environment.

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We expect a high level of competition for agents and customers, along with competitive pricing to be a continuous challenge through the remainder of 2022. Currency volatility, inflation, liquidity pressure on certain central banks, immigration restrictions and continuing immobility of labor throughout the world may also continue to impact our business. We anticipate continuing prioritization of our operating cost structure as well as our transaction related expenses    and expect to remain price competitive across our product line.

For our FPP segment, we expect the gradual decline in overall paper-based transactions to continue primarily due to continued gradual 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 FPP, is dependent on the prevailing short-term interest rate environment in the United States. The Company will see a positive impact on its investment revenue as U.S. money market rates rise in conjunction with actions by the Federal Reserve.    

COVID-19 Update

General Economic Conditions and MoneyGram Impact

The global spread and unprecedented impact of COVID-19 and its variants 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 is global and has impacted all the countries 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 travel restrictions as well as certain business closures across many of the countries in which we operate. Multiple variants of COVID-19 combined with a lack of vaccinations in many countries have resulted in new waves of infections and new restrictions. These restrictions, combined with limitations on labor mobility, often have an impact on the ability of consumers to transact at agent locations, which can cause temporary reductions in remittance activity.

It is impossible to predict the scope and duration of the impact of the COVID-19 pandemic as the situation has been different on a country by country basis. The impact of COVID-19 and its variants in 2022 and beyond will depend on the duration and severity of economic conditions resulting from the crisis, its impact on public health, immigration, public policy actions, vaccination rates and expansion and duration of returns to lockdowns and shelter-in-place orders by governments, as well as changes in consumer behavior over the long term.

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 disruptions in our service offerings have occurred from time to time from temporary agent location closures, the inability of labor markets to return to normal mobility can represent a longer impact on the Company. We cannot reasonably estimate the potential impact or timing of those events, and we may not be able to mitigate such impact.

Financial Measures and Key Metrics

This Quarterly Report on Form 10-Q includes financial information prepared in accordance with 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's overall performance. These measures include fee and other revenue, commissions and other fee expense, fee and other revenue less commissions, gross profit, 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 and are not necessarily comparable with similarly named metrics of other companies. 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. We believe that the non-GAAP financial measures enhance investors' understanding of our business and performance because they are an indicator of the strength and performance of ongoing business operations. The non-GAAP measures are commonly used as a basis for investors, analysts and other interested parties to evaluate and compare the operating performance and value of companies within our industry. They are also used by management in reviewing results of operations, forecasting, allocating resources or establishing employee incentive programs. 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).

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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.

RESULTS OF OPERATIONS

The following table is a summary of the results of operations:

						Three Months Ended September 30,												Nine Months Ended September 30,
(Amounts in millions)						2022						2021						2022						2021
Revenue
Fee and other revenue						$	319.1					$	317.7					$	949.1					$	953.1
Investment revenue						11.7						1.9						18.9						5.9
Total revenue						330.8						319.6						968.0						959.0
Cost of revenue
Commissions and other fee expense						153.7						154.6						458.9						465.8
Investment commissions expense						7.2						0.3						10.0						0.7
Direct transaction expense						13.7						15.6						39.8						47.0
Total cost of revenue						174.6						170.5						508.7						513.5
Gross profit						156.2						149.1						459.3						445.5
Operating expenses
Compensation and benefits						55.8						53.8						171.6						175.0
Transaction and operations support						48.9						39.1						147.3						122.8
Occupancy, equipment and supplies						14.7						15.3						44.3						47.1
Depreciation and amortization						13.7						14.1						38.0						43.5
Total operating expenses						133.1						122.3						401.2						388.4
Operating income						23.1						26.8						58.1						57.1
Other expenses
Interest expense						12.2						13.0						35.2						57.8
Loss on early extinguishment of debt						—						33.6						—						43.9
Other non-operating expense						0.8						1.0						2.8						2.8
Total other expenses						13.0						47.6						38.0						104.5
Income (loss) before income taxes						10.1						(20.8)						20.1						(47.4)
Income tax expense (benefit)						5.9						(5.2)						7.7						(5.3)
Net income (loss)						$	4.2					$	(15.6)					$	12.4					$	(42.1)

Revenue

For the three months ended September 30, 2022, revenue increased by $11.2 million due to an increase in GFT revenue of $2.0 million and an increase in FPP revenue of $9.2 million. For the nine months ended September 30, 2022, revenue increased by $9.0 million due to an increase in FPP revenue of $12.8 million partially offset by a decrease in GFT revenue of $3.8 million partly driven by the strengthening of the U.S. dollar against most major currencies. See the "Segments Results" section below for further discussions.

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Cost of Revenue

For the three months ended September 30, 2022, cost of revenue increased by $4.1 million due to an increase in investment commissions expense of $6.8 million, partially offset by a decrease in GFT cost of revenue of $2.7 million. For the nine months ended September 30, 2022, cost of revenue decreased by $4.8 million, due to a decrease in GFT cost of revenue of $14.1 million, partially offset by an increase in FPP investment commissions expense of $9.3 million. The Cost of revenue was also impacted by the strengthening of the U.S. dollar against most major currencies. See the "Segments Results" section below for further discussions.

Compensation and Benefits

For the three months ended September 30, 2022, compensation and benefits increased by $2.0 million primarily due to the impact of inflation on employee related payroll. For the nine months ended September 30, 2022, compensation and benefits decreased by $3.4 million, primarily due to higher severance costs in the prior period, partially offset by the impact of inflation on employee related payroll.

Transaction and Operations Support

Transaction and operations support primarily includes marketing, professional fees, customer care 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, assets and liabilities denominated in a currency other than the U.S. dollar.

Transaction and operations support increased by $9.8 million and by $24.5 million for the three and nine months ended September 30, 2022. The increase is primarily due to a return to pre-pandemic levels of activities such as marketing campaigns and business travel, combined with the impact of a strengthening U.S. dollar resulting in foreign exchange losses on the measurement of foreign currency denominated monetary assets and an increase in legal expenses due to Merger-related costs.

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. Occupancy, equipment and supplies expense remained relatively flat for the three months ended September 30, 2022 and decreased by $2.8 million for the nine months ended September 30, 2022, primarily due to a decrease in facilities costs as a result of a reduction of our global footprint since providing our employees with the option of a work-from-home policy in the second quarter of 2021.

Depreciation and Amortization

Depreciation and amortization expense 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. Depreciation and amortization remained relatively flat for the three months ended September 30, 2022 and decreased by $5.5 million for the nine months ended September 30, 2022, primarily due to a continued decrease in purchases of hardware and software as a result of our migration to cloud computing and a decrease in office furniture and equipment.

Other Expenses

Interest expense remained relatively flat for the three months ended September 30, 2022 and decreased by $22.6 million for the nine months ended September 30, 2022, primarily due to interest savings as a result of our refinancing of high-cost debt in the third quarter of 2021.

Loss on early extinguishment of debt of $33.6 million for the three months ended September 30, 2021, included $12.5 million of prepayment call premium and $21.1 million associated with the write-off of debt issuance costs and debt discounts.

Loss on early extinguishment of debt of $43.9 million for the nine months ended September 30, 2021, included $16.5 million of prepayment call premium and $27.4 million associated with the write-off of debt issuance costs and debt discounts.

Other non-operating expense remained relatively flat for the three and nine months ended September 30, 2022.

Income Tax Expense

For the three months ended September 30, 2022, the Company recognized an income tax expense of $5.9 million on pre-tax income of $10.1 million primarily due to an increase in valuation allowance, non-deductible expenses, foreign taxes net of federal income tax benefits, an increase in unrecognized tax benefits and state taxes, all of which were partially offset by U.S. general business credits.

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For the nine months ended September 30, 2022, the Company recognized an income tax expense of $7.7 million on pre-tax income of $20.1 million primarily due to a non-deductible expenses, an increase in valuation allowance, foreign taxes net of federal income tax benefits, an increase in unrecognized tax benefits and state taxes, all of which were partially offset by U.S. general business credits and recognition of excess tax benefits on share-based compensation. The net increase in valuation allowance against our U.S. federal and state deferred tax assets is primarily due to an increase in the Company's federal interest expense limitation carryover and the possibility that the net interest expense may be further limited in the foreseeable future. The valuation allowance increase is partially offset by a decrease in the valuation allowance for the estimated use of U.S. general business credits and state net operating losses. As of September 30, 2022, the Company remains in a three-year cumulative pre-tax loss position. However, it is possible that the Company could be out of its current three-year cumulative loss position within the next 12 months. The Company will maintain a valuation allowance on applicable deferred tax assets until there is sufficient evidence to support the reversal of any or all of these valuation allowances. The Company continues to analyze the positive and negative evidence in determining the need for a valuation allowance with respect to its deferred tax assets. It is reasonably possible that, within the next 12 months, the valuation allowance could be reduced if there is sufficient evidence indicating it is more likely than not that all or a portion of the Company’s deferred tax assets will be realized. Release of the valuation allowance would result in the recognition of certain deferred tax assets and a decrease to income tax expense for the period in which the release is recorded. However, the exact timing and amount of the valuation allowance release are subject to change based on the level of profitability achieved.

Segments Results

GFT

The following table sets forth our GFT segment results of operations for the three and nine months ended September 30, 2022:

						Three Months Ended September 30,																		Nine Months Ended September 30,
(Amounts in millions)						2022						2021												2022						2021
Money transfer revenue						$	299.1					$	296.2											$	886.9					$	887.0
Bill payment revenue						8.9						9.8												26.8						30.5
Total revenue						308.0						306.0												913.7						917.5
Cost of revenue						167.5						170.2												498.7						512.8
Gross profit						$	140.5					$	135.8											$	415.0					$	404.7

Money Transfer Revenue

Money transfer revenue increased by $2.9 million for the three months ended September 30, 2022 and remained relatively flat for the nine months ended September 30, 2022, primarily due to the continued strength of our digital business where digital revenue increased by 36% for the three months ended September 30, 2022. The growth in our digital business was partially offset by the impact of a strengthening U.S. dollar against most major currencies.

Bill Payment Revenue

Bill payment revenue decreased by $0.9 million and $3.7 million for the three and nine months ended September 30, 2022, respectively, due to lower transactions.

Cost of Revenue

Cost of revenue decreased by $2.7 million and $14.1 million for the three and nine months ended September 30, 2022, respectively, primarily due to a decrease in commissions and other fee expense driven by lower rates in commissions associated with both MGO and walk-in business and the dollar strengthening against most major currencies.

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FPP

The following table sets forth our FPP segment results of operations:

						Three Months Ended September 30,																		Nine Months Ended September 30,
(Amounts in millions)						2022						2021												2022						2021
Money order revenue						$	11.1					$	10.0											$	32.2					$	31.0
Official check revenue						11.7						3.6												22.1						10.5
Total revenue						22.8						13.6												54.3						41.5
Investment commissions expense						7.1						0.3												10.0						0.7
Gross profit						$	15.7					$	13.3											$	44.3					$	40.8

Money Order Revenue

Money order revenue remained relatively flat for the three and nine months ended September 30, 2022.

Official check revenue

Official check revenue increased by $8.1 million and $11.6 million for the three and nine months ended September 30, 2022, respectively, primarily due to an increase in investment revenue as a result of interest rate hikes by the Federal Reserve in response to the high inflation environment.

Investment Commissions Expense

Investment commissions expense is calculated as a percentage of Investment Revenue. In periods of extremely low interest rates, it is possible for commissions to be at or close to zero, resulting in abnormally high gross margin.

Investment commissions expense increased by $6.8 million and $9.3 million for the three and nine months ended September 30, 2022, respectively, due to higher interest rates as a result of recent actions taken by the Federal Reserve.

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EBITDA, Adjusted EBITDA and Adjusted Free Cash Flow (Non-GAAP Measures)

The following table is a reconciliation of our non-GAAP financial measures to the related U.S. GAAP financial measures:

						Three Months Ended September 30,																		Nine Months Ended September 30,
(Amounts in millions, except percentages)						2022						2021												2022						2021
Income (loss) before income taxes						$	10.1					$	(20.8)											$	20.1					$	(47.4)
Interest expense						12.2						13.0												35.2						57.8
Depreciation and amortization						13.7						14.1												38.0						43.5
Signing bonus amortization						13.1						13.8												40.5						42.8
EBITDA						49.1						20.1												133.8						96.7
Significant items impacting EBITDA:
Stock-based, contingent, incentive compensation and other						3.5						1.6												11.7						4.9
Merger-related costs						1.5						—												6.3						—
Legal and contingent matters						0.4						0.1												1.7						0.1
Severance and related costs						0.3						—												1.3						0.2
Loss on early extinguishment of debt						—						33.6												—						43.9
Compliance enhancement program						—						0.9												—						2.2
Restructuring and reorganization costs						—						0.2												(1.0)						8.3
Direct monitor costs						—						—												—						4.9
Adjusted EBITDA						54.8						56.5												153.8						161.2
Cash payments for interest						(17.0)						(7.6)												(39.5)						(46.6)
Cash (payments) refunds for taxes, net						(2.7)						(1.7)												(9.0)						(0.5)
Cash payments for capital expenditures						(17.8)						(10.2)												(40.2)						(31.4)
Cash payments for agent signing bonuses						(1.3)						(3.5)												(22.9)						(26.2)
Adjusted Free Cash Flow						$	16.0					$	33.5											$	42.2					$	56.5

    

See "Results of Operations" and "Analysis of Cash Flows" sections for additional information regarding these changes.

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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 deposits and available-for-sale interest-bearing investments collectively as our "investment portfolio." The Company utilizes cash and cash equivalents in various liquidity and capital assessments.

Cash and Cash Equivalents, Settlement Assets and Payment Service Obligations

The following table shows the components of the Company's cash and cash equivalents and settlement assets:

(Amounts in millions)						September 30, 2022						December 31, 2021
Cash and cash equivalents						$	126.7					$	155.2
Settlement assets:
Settlement cash and cash equivalents						$	1,519.1					$	1,895.7
Receivables, net						1,027.8						700.4
Interest-bearing investments						993.7						992.3
Available-for-sale investments						2.9						3.0
Total settlement assets						$	3,543.5					$	3,591.4
Payment service obligations						$	(3,543.5)					$	(3,591.4)

Our primary sources of liquidity include cash flows generated by the sale of our payment instruments, our cash and cash equivalents and interest-bearing deposit 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 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 Revolving Credit Facility, 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, S&P and 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 September 30, 2022, cash and cash equivalents (including unrestricted and settlement cash and cash equivalents) and interest-bearing investments totaled $2.6 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 $2.9 million of available-for-sale investments as of September 30, 2022. U.S. government agency residential mortgage-backed securities comprise $1.6 million of our available-for-sale investments, while asset-backed and other securities compose the remaining $1.3 million.

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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 the U.S., we have agreements with four active clearing banks that provide clearing and processing functions for official checks, money orders and other draft instruments. We believe that this network of banks provides sufficient capacity to handle the current and projected volumes of items for these 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.

Term Loan and Notes

The following is a summary of the Company's outstanding debt:

(Amounts in millions, except percentages)						September 30, 2022						December 31, 2021
Term Loan due 2026						$	381.0					$	384.0
5.38% Senior Secured Notes due 2026						415.0						415.0
Total debt at face value						796.0						799.0
Unamortized debt issuance costs and debt discounts						(10.3)						(12.3)
Total debt, net						$	785.7					$	786.7

As of September 30, 2022, the Company had no borrowings and no outstanding letters of credit under its Revolving Credit Facility and had $40.0 million of availability. See Note 6 — Debt of the Notes to the Unaudited Condensed Consolidated Financial Statements for additional disclosure related to the credit facilities.

Credit Ratings

As of September 30, 2022, our credit ratings from Moody's and S&P were B2 with a stable outlook and B with a stable outlook, respectively. The Company does not have rating triggers associated with its credit agreements or its regulatory capital requirements.

Analysis of Cash Flows

						Nine Months Ended September 30,
(Amounts in millions)						2022						2021
Net cash provided by (used in) operating activities						$	25.6					$	(0.8)
Net cash used in investing activities						(44.8)						(32.2)
Net cash used in financing activities						(385.9)						(94.1)
Net change in cash and cash equivalents						$	(405.1)					$	(127.1)

Cash Flows from Operating Activities

For the nine months ended September 30, 2022, net cash provided by operating cash activities increased by $26.4 million, primarily due to interest savings as a result of our refinancing activities in the third quarter of 2021.

Cash Flows from Investing Activities

For the nine months ended September 30, 2022, net cash used in investing activities increased by $12.6 million, primarily due to an increase in capital expenditures.

Cash Flows from Financing Activities

During the nine months ended September 30, 2022, net cash used in financing activities increased by $291.8 million, primarily due to the change in receivables included in settlement assets and the change in payment service obligations. See Note 2 — Settlement Assets and Payment Service Obligations of the Notes to the Unaudited Condensed Consolidated Financial Statements.

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CRITICAL ACCOUNTING POLICIES AND ESTIMATES

The preparation of these financial statements in conformity with U.S. GAAP requires estimates and assumptions that affect the reported amounts and related disclosures in the unaudited Condensed 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 in the Company's Annual Report on Form 10-K for the year ended December 31, 2021.

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. There were no changes to our critical accounting policies and estimates during the quarter ended September 30, 2022. For further information regarding our critical accounting policies and estimates, refer to Part II, Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations — Critical Accounting Policies and Estimates in the Company's 2021 Form 10-K.

RECENT ACCOUNTING PRONOUNCEMENTS

See Note 1 — Description of the Business and Basis of Presentation of the Notes to the Unaudited Condensed Consolidated Financial Statements included in this Quarterly Report for information regarding recent accounting pronouncements.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

There have been no material changes in our market risk since December 31, 2021. For further information on market risk, refer to Part II, Item 7A, Quantitative and Qualitative Disclosures about Market Risk in the Company's 2021 Form 10-K.

ITEM 4. CONTROLS AND PROCEDURES

As of the end of the period covered by this report (the "Evaluation Date"), the Company carried out an evaluation, under the supervision and with the participation of management, including the Company's Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company's disclosure controls and procedures (as defined in Rule 13a-15(e) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")). Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that, as of the Evaluation Date, the Company's disclosure controls and procedures were effective.

Changes in Internal Control over Financial Reporting

There were no changes in the Company's internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) during the quarter ended September 30, 2022, that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

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PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

A description of our legal proceedings is included in and incorporated by reference to Note 11 — Commitments and Contingencies of the Notes to the Unaudited Condensed Consolidated Financial Statements contained in Part I, Item 1 of this report.

ITEM 1A. RISK FACTORS

There have been no material changes in the Company's risk factors from those described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021. For further information, refer to Part I. Item 1A. "Risk Factors," in the Company's Annual Report on Form 10-K for the year ended December 31, 2021.

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ITEM 6. EXHIBITS

The following exhibits are filed or incorporated by reference herein in response to Item 601 of Regulation S-K. The Company files Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K pursuant to the Exchange Act under Commission File No. 1-31950.

Exhibit Number			Description
2.1			Agreement and Plan of Merger by and among MoneyGram International, Inc., Mobius Parent Corp. and Mobius Merger Sub, Inc., dated as of February 14, 2022 (incorporated by reference to Exhibit 2.1 of the Company’s Current Report on Form 8-K filed with the Commission on February 15, 2022).
3.1			Amended and Restated Certificate of Incorporation of MoneyGram International, Inc., dated June 28, 2004 (Incorporated by reference from Exhibit 3.1 to Registrant's Annual Report on Form 10-K filed on March 15, 2010).
3.2			Certificate of Amendment of Amended and Restated Certificate of Incorporation of MoneyGram International, Inc., dated May 12, 2009 (Incorporated by reference from Exhibit 3.1 to Registrant’s Annual Report on Form 10-K filed March 15, 2010).
3.3			Certificate of Amendment of Amended and Restated Certificate of Incorporation of MoneyGram International, Inc., dated May 18, 2011 (Incorporated by reference from Exhibit 3.1 to Registrant's Current Report on Form 8-K filed May 23, 2011).
3.4			Certificate of Amendment of Amended and Restated Certificate of Incorporation of MoneyGram International, Inc., dated November 14, 2011 (Incorporated by reference from Exhibit 3.1 to Registrant's Current Report on Form 8-K filed November 14, 2011).
3.5			Amended and Restated Bylaws of MoneyGram International, Inc., as amended and restated October 28, 2015 (Incorporated by reference from Exhibit 3.5 to Registrant’s Quarterly Report on Form 10-Q filed on November 2, 2015).
3.6			Amendment to the Amended and Restated Bylaws of MoneyGram International, Inc., dated March 2, 2016 (Incorporated by reference from Exhibit 3.6 to Registrant’s Annual Report on Form 10-K filed on March 2, 2016).
3.7			Amended and Restated Certificate of Designations, Preferences and Rights of Series D Participating Convertible Preferred Stock of MoneyGram International, Inc., dated May 18, 2011 (Incorporated by reference from Exhibit 3.2 to Registrant's Current Report on Form 8-K filed May 23, 2011).
4.1			Indenture, dated as of July 21, 2021, by and among MoneyGram International, Inc., the guarantors party thereto, and Wells Fargo Bank, National Association, as trustee and notes collateral agent (incorporated by reference to Exhibit 4.1 of the Company's Current Report on Form 8-K filed with the Commission on July 26, 2021).
4.2			Form of 5.375% Senior Secured Notes due 2026 (included as Exhibit A to the Indenture incorporated by reference herein as Exhibit 4.1).
31.1*			Section 302 Certification of Chief Executive Officer
31.2*			Section 302 Certification of Chief Financial Officer
32.1**			Section 906 Certification of Chief Executive Officer
32.2**			Section 906 Certification of Chief Financial Officer
101.INS**			XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
104**			Cover Page Interactive Data File (embedded within the Inline XBRL document contained in Exhibit 101).
*			Filed herewith.
**			Furnished herewith.

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Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

						MoneyGram International, Inc.
						(Registrant)
November 8, 2022			By:			/s/ CHRISTOPHER RUSSELL
						Christopher Russell
						Chief Accounting Officer
						(Duly Authorized Officer and Chief Accounting Officer)

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