Item 2.02. Results of Operations and Financial Condition.
The preliminary information set forth in Item 7.01 of this Form 8-K regarding
the estimated results of MoneyGram International, Inc. (the "Company" or "we")
for the fourth quarter and for the year ended December 31, 2022 is hereby
incorporated by reference into this Item 2.02.
The information furnished in this Item 2.02 shall not be deemed "filed" for
purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or
otherwise subject to the liabilities of that section, nor shall such information
be deemed incorporated by reference in any filing under the Securities Act of
1933, as amended, regardless of any general incorporation language in such
filing, except as shall be expressly set forth by specific reference in such
filing.
Item 7.01. Regulation FD Disclosure.
In the first quarter of 2023, funds affiliated with Madison Dearborn Partners,
LLC ("MDP") are expected to commence discussions with prospective lenders with
respect to financing of a portion of the consideration payable to the Company's
stockholders under the Agreement and Plan of Merger, dated February 14, 2022
("Merger Agreement"), pursuant to which MDP will acquire the Company. Goldman
Sachs, Deutsche Bank, Barclays and Wells Fargo have committed to provide such
financing, including a $150 million revolving credit facility and $900 million
of secured financing.
In connection with these discussions, the Company is disclosing certain
preliminary information regarding its estimated results for the fourth quarter
and for the year ended December 31, 2022. The 15-business day "marketing
period", as defined under the Merger Agreement, will commence after audited
financials of the Company are delivered and upon the satisfaction of the
conditions to closing (except for the conditions that by their nature are to be
satisfied at closing). As previously disclosed, there is only one money
transmission approval remaining (the Reserve Bank of India).
The estimated results set forth below are based on preliminary information as of
the date of this Form 8-K and are subject to change following completion of the
year-end review process for the year ended December 31, 2022, and the potential
impact of other developments arising between the date of this Form 8-K and the
time such financial results are finalized. These estimates should not be relied
upon as fact or as an accurate representation of future results, and their
presentation as ranges is not intended to represent that actual results will be
within these expected ranges. Actual results remain subject to the completion of
management's final reviews and our other financial closing procedures. We have
not presented a reconciliation of our projected non-GAAP Adjusted EBITDA
estimate because the determination of our expenses and certain other items and
the reconciling of such items between the GAAP and non-GAAP measures is only in
process and is not yet accessible or available without unreasonable efforts.
Estimated Fourth Quarter 2022 as Compared to Actual Fourth Quarter 2021
•Total Revenue: For the fourth quarter ended December 31, 2022, we expect total
consolidated revenue to be within a range of $340.0 million and $344.0 million
reflecting an increase of 5% year-over-year on a reported basis, and up
approximately 10% year-over-year on a constant currency basis as the dollar
remained strong against most major currencies. Excluding Walmart money transfer
revenue, total revenue in the quarter increased approximately 13% year-over-year
on a constant currency basis.
•Adjusted EBITDA (earnings before interest, taxes, depreciation and
amortization, including agent signing bonus amortization, adjusted for certain
significant items): For the fourth quarter ended December 31, 2022, we expect
total Adjusted EBITDA to range from between $62.0 million and $65.0 million,
reflecting an approximate 4% increase on a year-over-year reported basis, but an
approximate 12% increase year-over-year on a constant currency basis.
Estimated Full Year 2022 as Compared to Actual Full Year 2021
•Total Revenue: For the year ended December 31, 2022, we expect total
consolidated revenue to be within a range of $1,308.0 million and $1,312.0
million reflecting an approximate 2% growth year-over-year on a reported basis,
but up approximately 6% year-over-year on a constant currency basis as the
dollar strengthened against most major currencies. Excluding Walmart money
transfer revenue, total revenue in 2022 increased approximately 9%
year-over-year on a constant currency basis.
•Adjusted EBITDA (earnings before interest, taxes, depreciation and
amortization, including agent signing bonus amortization, adjusted for certain
significant items): For the year ended December 31, 2022, we expect total
Adjusted EBITDA to range from between $216.0 million and 219.0 million,
reflecting an approximate 2% decrease on a year-over-year reported basis, but an
approximate 5% increase year-over-year on a constant currency basis.
The information furnished in this Item 7.01 shall not be deemed "filed" for
purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or
otherwise subject to the liabilities of that section, nor shall such information
be deemed incorporated by reference in any filing under the Securities Act of
1933, as amended, regardless of any general incorporation language in such
filing, except as shall be expressly set forth by specific reference in such
filing.
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Forward Looking Statements
This Current Report on Form 8-K contains forward-looking statements which are
protected as forward-looking statements under the Private Securities Litigation
Reform Act of 1995 that are not limited to historical facts, but reflect the
Company's current beliefs, expectations or intentions regarding future events
and speak only as of the date they are made. Words such as "may," "might,"
"will," "could," "should," "would," "expect," "plan," "project," "intend,"
"anticipate," "believe," "estimate," "predict," "potential," "pursuant,"
"target," "forecast," "outlook," "continue," "currently," and similar
expressions are intended to identify such forward-looking statements. The
statements in this communication that are not historical statements are
forward-looking statements within the meaning of the federal securities laws.
Specific forward-looking statements include, among others, statements regarding
the Company's estimated results for the fourth quarter and for the year ended
December 31, 2022. Forward-looking statements are subject to numerous risks and
uncertainties that are difficult to predict and many of which are beyond the
Company's control, which could cause actual results to differ materially from
the results expressed or implied by the statements.
Additional information concerning factors that could cause actual results to
differ materially from those in the forward-looking statements is contained from
time to time in the Company's filings with the Securities and Exchange
Commission (the "SEC"). The Company's SEC filings may be obtained by contacting
the Company, through the Company's web site at ir.moneygram.com or through the
SEC's Electronic Data Gathering and Analysis Retrieval System at www.sec.gov.
The Company undertakes no obligation to publicly update or revise any
forward-looking statement.
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