Stockholders' Deficit

12 Months Ended

Dec. 31, 2020

Stockholders' Equity Note [Abstract]

Stockholders' Deficit

Common Stock — The Company's Amended and Restated Certificate of Incorporation, as amended, provides for the issuance of up to 162,500,000 shares of common stock with a par value of $0.01. The holders of MoneyGram common stock are entitled to one vote per share on all matters to be voted upon by its stockholders. The holders of common stock have no preemptive, conversion or other subscription rights. There are no redemption or sinking fund provisions applicable to the common stock. The determination to pay dividends on common stock will be at the discretion of the Board of Directors and will depend on applicable laws and the Company's financial condition, results of operations, cash requirements, prospects and such other

factors as the Board of Directors may deem relevant. The Company's ability to declare or pay dividends or distributions to the holders of the Company's common stock is restricted under the Company's 2013 Credit Agreement. No dividends were paid in 2020, 2019 or 2018.

Preferred Stock — The Company's Amended and Restated Certificate of Incorporation provides for the issuance of up to 7,000,000 shares of preferred stock that may be issued in one or more series, with each series to have certain rights and preferences as shall be determined in the unlimited discretion of the Company's Board of Directors, including, without limitation, voting rights, dividend rights, conversion rights, redemption privileges and liquidation preferences.

Series D Participating Convertible Preferred Stock (the "D Stock") — In 2011, the Company issued 71,282 shares of D Stock to Goldman Sachs. Each share of D Stock has a liquidation preference of $0.01 and is convertible into 125 shares of common stock. In 2020, Goldman Sachs converted all of its 71,282 shares of D Stock into 8,910,234 shares of common stock with a par value $0.01 per share.

The following table is a summary of the Company's authorized, issued and outstanding stock as of December 31, 2020:

	D Stock			Common Stock			Treasury Stock
	Authorized	Issued	Outstanding	Authorized	Issued	Outstanding
January 1, 2018	200,000	71,282	(71,282)	162,500,000	58,823,567	(54,238,344)	4,585,223
Release for restricted stock units and stock options exercised	—	—	—	—	—	(1,378,105)	(1,378,105)
December 31, 2018	200,000	71,282	(71,282)	162,500,000	58,823,567	(55,616,449)	3,207,118
Release for restricted stock units	—	—	—	—	—	(877,212)	(877,212)
Shares issued to Ripple as part of SPA(1)	—	—	—	—	6,237,523	(6,237,523)	—
December 31, 2019	200,000	71,282	(71,282)	162,500,000	65,061,090	(62,731,184)	2,329,906
Release for restricted stock units	—	—	—	—	56,358	(876,121)	(819,763)
Preferred stock - series D conversion	—	(71,282)	71,282	—	7,413,322	(8,910,234)	(1,496,912)
December 31, 2020	200,000	—	—	162,500,000	72,530,770	(72,517,539)	13,231

(1) For more details see Note 20 — Related Parties.

Participation Agreement between the Investors and Wal-Mart Stores, Inc. — Goldman Sachs (the "Investor") has a Participation Agreement with Walmart Inc. ("Walmart"), under which the Investor is obligated to pay Walmart certain percentages of any accumulated cash payments received by the Investor in excess of the Investor's original investment in the Company. While the Company is not a party to and has no obligations to Walmart or additional obligations to the Investor under, the Participation Agreement, the Company must recognize the Participation Agreement in its consolidated financial statements as the Company indirectly benefits from the agreement. Any future payments by the Investor to Walmart may result in an expense that could be material to the Company's financial position or results of operations but would have no impact on the Company's cash flows. As liquidity events are dependent on many external factors and uncertainties, the Company does not consider a liquidity event to be probable at this time for the Investor and has not recognized any further liability or expense related to the Participation Agreement.

Accumulated Other Comprehensive Loss — The following table details the components of "Accumulated other comprehensive loss" as of December 31:

(Amounts in millions)	2020		2019
Net unrealized gains on securities classified as available-for-sale, net of tax	$	1.2	$	1.6
Cumulative non-U.S. dollar translation adjustments, net of tax	(20.9)		(28.1)
Pension and postretirement benefits adjustments, net of tax	(38.7)		(37.0)
Accumulated other comprehensive loss	$	(58.4)	$	(63.5)

The following table is a summary of the significant amounts reclassified out of each component of "Accumulated other comprehensive loss" during the years ended December 31:

(Amounts in millions)	2020		2019		2018		Statement of Operations Location
Pension and postretirement benefits adjustments:
Amortization of prior service credit	$	0.1	$	0.1	$	0.1	"Other non-operating expense (income)"
Amortization of net actuarial loss	2.1		2.7		4.4		"Other non-operating expense (income)"
Settlement charge	—		31.3		—		"Other non-operating expense (income)"
Total before tax	2.2		34.1		4.5
Tax benefit, net	(0.5)		(7.9)		(1.0)
Total, net of tax	$	1.7	$	26.2	$	3.5

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, 2018	$	2.2	$	(10.4)	$	(54.8)	$	(63.0)
Other comprehensive (loss) income before reclassification	(0.3)		(13.8)		6.1		(8.0)
Amounts reclassified from accumulated other comprehensive loss	—		—		3.5		3.5
Net current year other comprehensive (loss) income	(0.3)		(13.8)		9.6		(4.5)
December 31, 2018	1.9		(24.2)		(45.2)		(67.5)
Cumulative effect of adoption of ASU 2018-02	—		(3.7)		(11.4)		(15.1)
Other comprehensive loss before reclassification	(0.3)		(0.2)		(6.6)		(7.1)
Amounts reclassified from accumulated other comprehensive loss	—		—		26.2		26.2
Net current year other comprehensive (loss) income	(0.3)		(0.2)		19.6		19.1
December 31, 2019	1.6		(28.1)		(37.0)		(63.5)
Other comprehensive (loss) income before reclassification	(0.4)		7.2		(3.4)		3.4
Amounts reclassified from accumulated other comprehensive loss	—		—		1.7		1.7
Net current year other comprehensive (loss) income	(0.4)		7.2		(1.7)		5.1
December 31, 2020	$	1.2	$	(20.9)	$	(38.7)	$	(58.4)

In 2019, the Company adopted ASU 2018-02 and elected to reclassify the stranded tax effects resulting from the TCJA, which changed the U.S. federal corporate income tax rate on the gross deferred tax amounts and related valuation allowances, among other things. The effect from the rate change resulted in a Pension and Postretirement Benefits adjustment reclassification of $11.4 million from "Accumulated other comprehensive loss" to "Retained loss." Additionally, the Company reclassified $3.7 million from cumulative non-U.S. dollar translation adjustment to "Retained loss" related to the rate reduction associated with the taxation of the Company's foreign subsidiaries.