MoneyGram 2013 Annual Report Download - page 104

Table of Contents
Employee Savings Plan
—
The Company has an employee savings plan that qualifies under Section 401(k) of the Internal Revenue Code of
1986, as amended. Contributions to, and costs of, the 401(k) defined contribution plan totaled $4.1 million , $3.8 million and $3.5 million
in
2013 , 2012 and 2011 , respectively. MoneyGram does not have an employee stock ownership plan.
International Benefit Plans
— The Company’
s international subsidiaries have certain defined contribution benefit plans. Contributions to, and
costs related to, international plans were $1.9 million , $1.9 million and $1.2 million for 2013 , 2012 and 2011 , respectively.
Deferred Compensation Plans
—
The deferred compensation plans are unfunded and unsecured. The Company is not required to physically
segregate any assets in connection with the deferred accounts. The Company has rabbi trusts associated with each deferred compensation plan,
which are funded through voluntary contributions by the Company. At December 31, 2013 and 2012
, the Company had a liability related to the
deferred compensation plans of $2.4 million and $2.5 million , respectively, recorded in the “Accounts payable and other liabilities”
line in the
Consolidated Balance Sheets. The rabbi trust had a market value of $9.7 million and $8.6 million at December 31, 2013 and 2012
, respectively,
recorded in “Other assets”
in the Consolidated Balance Sheets. The Company made payments relating to the deferred compensation plans
totaling $0.1 million and $0.7 million in 2013 and 2012 , respectively.
Note 11 — Stockholders' Deficit
Common Stock — The Company’s Amended and Restated Certificate of Incorporation provides for the issuance of up to 162,500,000
shares of
common stock with a par value of $0.01 . In connection with the spin-
off from its former parent, Viad Corporation, MoneyGram was
recapitalized such that there were 15,388,120
shares of MoneyGram common stock issued. On May 18, 2011, the Company issued an additional
39,325,154
shares of common stock in connection with the 2011 Recapitalization. See below for further information above. 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. No dividends were paid in 2013 or 2012 . 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.
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 — In connection with the 2011 Recapitalization, the Company issued 173,189
shares of
Series D Participating Convertible Preferred Stock, par value $0.01 per share (the “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 by a stockholder other than Goldman Sachs which receives
such shares by means of (i) a widespread public distribution, (ii) a transfer to an underwriter for the purpose of conducting a widespread public
distribution, (iii) a transfer in which no transferee (or group of associated transferees) would receive two percent
or more of any class of voting
securities of the Company, or (iv) a transfer to a transferee that would control more than 50 percent
of the voting securities of the Company
without any transfer from such transferor or its affiliates as applicable (each of (i) — (iv), a “Widely Dispersed Offering”). The D Stock is non-
voting while held by Goldman Sachs or any holder which receives such shares by any means other than a Widely Dispersed Offering (a “non-
voting holder”). Holders of D Stock other than Goldman Sachs and non-
voting holders vote as a single class with the holders of the common
stock on an as-converted basis. The D Stock also participates in any dividends declared on the common stock on an as-converted basis.
Treasury Stock — The Board of Directors has authorized the repurchase of a total of 12,000,000 shares. As of December 31, 2013
, the
Company has repurchased 6,795,017
shares of common stock under this authorization and has remaining authorization to repurchase up to
5,204,983 shares. In relation to the reverse stock split, the Company repurchased 17 shares in 2011 .
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