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~~2023


☐	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 0-27512

CSG SYSTEMS INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)


Delaware	47-0783182
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

169 Inverness Dr W, Suite 300

Englewood, Colorado 80112

(Address of principal executive offices, including zip code)

(303) 200-2000

(Registrant’s telephone number, including area code)

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, Par Value $0.01 Per Share

CSGS

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 such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an 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 ☒

As of October ~~31, 2022,~~30, 2023, there were ~~31,505,433~~29,671,105 shares of the registrant’s common stock outstanding.

CSG SYSTEMS INTERNATIONAL, INC.

FORM 10-Q for the Quarter Ended September 30, ~~2022~~2023

INDEX


		Page No.

Part I - FINANCIAL INFORMATION

Item 1.	Condensed Consolidated Balance Sheets as of September 30, ~~2022~~2023 and December 31, ~~2021~~2022 (Unaudited)	3

	Condensed Consolidated Statements of Income for the Quarters and Nine Months Ended September 30, ~~2022~~2023 and ~~2021~~2022 (Unaudited)	4

	Condensed Consolidated Statements of Comprehensive Income (Loss) for the Quarters and Nine Months Ended September 30, ~~2022~~2023 and ~~2021~~2022 (Unaudited)	5

	Condensed Consolidated Statements of Stockholders’ Equity for the Quarters and Nine Months Ended September 30, ~~2022~~2023 and ~~2021~~2022 (Unaudited)	6

	Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, ~~2022~~2023 and ~~2021~~2022 (Unaudited)	8

	Notes to Condensed Consolidated Financial Statements (Unaudited)	9

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	18

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	2928

Item 4.	Controls and Procedures	3029

Part II - OTHER INFORMATION

Item 1.	Legal Proceedings	3130

Item 1A.	Risk Factors	3130

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	3130

Item 5.	Other Information	30

Item 6.	Exhibits	30

	Exhibit Index	31

	~~Index to Exhibits~~	32

	Signatures	3332

CSG SYSTEMS INTERNATIONAL, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS - UNAUDITED

(in thousands)


	September 30,			December 31,
	2022			2021			September 30, 2023			December 31, 2022
ASSETS
Current assets:
Cash and cash equivalents	$	146,685		$	205,635		$	146,730		$	150,365
Short-term investments		575			28,037			-			71
Total cash, cash equivalents and short-term investments		147,260			233,672
Total cash, cash equivalents, and short-term investments								146,730			150,436
Settlement and merchant reserve assets		172,609			186,267			193,371			238,653
Trade accounts receivable:
Billed, net of allowance of $4,998 and $4,250		238,831			244,317
Billed, net of allowance of $4,731 and $5,528								275,161			274,189
Unbilled		51,139			35,802			83,612			52,830
Income taxes receivable		23,075			6,414			2,492			1,270
Other current assets		58,811			41,727			58,701			48,577
Total current assets		691,725			748,199			760,067			765,955
Non-current assets:
Property and equipment, net of depreciation of $111,994 and $111,244		71,856			73,580
Property and equipment, net of depreciation of $118,424 and $105,466								68,029			71,787
Operating lease right-of-use assets		53,033			86,034			37,196			49,687
Software, net of amortization of $159,357 and $152,283		24,585			29,757
Software, net of amortization of $159,451 and $150,337								16,741			22,774
Goodwill		295,196			321,330			302,996			304,036
Acquired customer contracts, net of amortization of $113,348 and $114,166		47,674			57,207
Customer contract costs, net of amortization of $32,574 and $32,410		52,194			46,618
Acquired customer contracts, net of amortization of $127,490 and $120,080								37,932			45,417
Customer contract costs, net of amortization of $38,174 and $30,601								53,336			54,735
Deferred income taxes		13,791			8,584			46,271			26,206
Other assets		9,091			15,840			7,034			7,956
Total non-current assets		567,420			638,950			569,535			582,598
Total assets	$	1,259,145		$	1,387,149		$	1,329,602		$	1,348,553
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current portion of long-term debt	$	52,500		$	237,500		$	22,500		$	37,500
Operating lease liabilities		21,726			23,270			16,915			21,012
Customer deposits		36,442			43,546			33,084			40,472
Trade accounts payable		32,686			35,397			42,623			47,720
Accrued employee compensation		51,517			91,115			64,313			68,321
Settlement and merchant reserve liabilities		171,192			185,276			191,637			237,810
Deferred revenue		47,067			53,748			61,419			46,033
Income taxes payable		10,613			398			2,211			5,455
Other current liabilities		21,637			24,852			26,831			22,886
Total current liabilities		445,380			695,102			461,533			527,209
Non-current liabilities:
Long-term debt, net of unamortized discounts of $2,843 and $3,406		377,157			137,219
Long-term debt, net of unamortized discounts of $16,502 and $2,656								535,998			375,469
Operating lease liabilities		58,279			70,068			37,574			53,207
Deferred revenue		18,738			19,599			20,828			21,991
Income taxes payable		3,470			4,058			3,243			3,410
Deferred income taxes		110			7,752			128			117
Other non-current liabilities		11,706			13,107			9,807			11,901
Total non-current liabilities		469,460			251,803			607,578			466,095
Total liabilities		914,840			946,905			1,069,111			993,304
Stockholders' equity:
Preferred stock, par value $.01 per share; 10,000 shares authorized; zero shares issued and outstanding		-			-			-			-
Common stock, par value $.01 per share; 100,000 shares authorized; 31,664 and 32,495 shares outstanding		708			705
Common stock, par value $.01 per share; 100,000 shares authorized; 29,726 and 31,269 shares outstanding								713			708
Additional paid-in capital		488,292			488,303			483,063			495,189
Treasury stock, at cost; 37,827 and 36,713 shares		(995,606	)		(930,106	)
Treasury stock, at cost; 40,202 and 38,210 shares								(1,125,897	)		(1,018,034	)
Accumulated other comprehensive income (loss):
Unrealized loss on short-term investments, net of tax		-			(6	)
Unrealized gain on short-term investments, net of tax								1			1
Cumulative foreign currency translation adjustments		(73,448	)		(38,347	)		(60,773	)		(58,830	)
Accumulated earnings		924,359			916,060			963,384			936,215
Total CSG stockholders' equity		344,305			436,609
Noncontrolling interest		-			3,635
Total stockholders' equity		344,305			440,244			260,491			355,249
Total liabilities and stockholders' equity	$	1,259,145		$	1,387,149		$	1,329,602		$	1,348,553

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

CSG SYSTEMS INTERNATIONAL, INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME - UNAUDITED

(in thousands, except per share amounts)


	Quarter Ended						Nine Months Ended						Quarter Ended						Nine Months Ended
	September 30, 2022			September 30, 2021			September 30, 2022			September 30, 2021			September 30, 2023			September 30, 2022			September 30, 2023			September 30, 2022
Revenue	$	273,308		$	263,209		$	799,876		$	771,462		$	286,868		$	273,308		$	871,934		$	799,876

Cost of revenue (exclusive of depreciation, shown separately below)		138,462			134,705			415,014			401,185			152,734			138,462			458,897			415,014
Other operating expenses:
Research and development		35,754			34,384			103,365			99,350			35,292			35,754			107,401			103,365
Selling, general and administrative		59,026			54,923			173,833			152,988			59,097			59,026			180,930			173,833
Depreciation		5,896			6,225			17,685			18,604			5,862			5,896			17,155			17,685
Restructuring and reorganization charges		14,193			209			46,304			3,029			1,152			14,193			8,421			46,304
Total operating expenses		253,331			230,446			756,201			675,156			254,137			253,331			772,804			756,201
Operating income		19,977			32,763			43,675			96,306			32,731			19,977			99,130			43,675
Other income (expense):
Interest expense		(4,328	)		(3,636	)		(10,286	)		(10,861	)		(8,036	)		(4,328	)		(23,092	)		(10,286	)
Amortization of original issue discount		-			(794	)		-			(2,350	)
Interest and investment income, net		281			78			537			286			1,175			281			2,516			537
Loss on derivative liability upon debt conversion		-			-			(7,456	)		-			-			-			-			(7,456	)
Other, net		2,790			(5,875	)		6,044			(6,530	)		813			2,790			(3,047	)		6,044
Total other		(1,257	)		(10,227	)		(11,161	)		(19,455	)		(6,048	)		(1,257	)		(23,623	)		(11,161	)
Income before income taxes		18,720			22,536			32,514			76,851			26,683			18,720			75,507			32,514
Income tax provision		(6,239	)		(6,406	)		(8,603	)		(21,769	)		(7,989	)		(6,239	)		(21,931	)		(8,603	)
Net income	$	12,481		$	16,130		$	23,911		$	55,082		$	18,694		$	12,481		$	53,576		$	23,911

Weighted-average shares outstanding:
Basic		30,941			31,756			31,219			31,825			30,097			30,941			30,381			31,219
Diluted		31,159			31,960			31,487			32,033			30,284			31,159			30,540			31,487

Earnings per common share:
Basic	$	0.40		$	0.51		$	0.77		$	1.73		$	0.62		$	0.40		$	1.76		$	0.77
Diluted		0.40			0.50			0.76			1.72			0.62			0.40			1.75			0.76

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

CSG SYSTEMS INTERNATIONAL, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - UNAUDITED

(in thousands)



	Quarter Ended						Nine Months Ended						Quarter Ended						Nine Months Ended
	September 30, 2022			September 30, 2021			September 30, 2022			September 30, 2021			September 30, 2023			September 30, 2022			September 30, 2023			September 30, 2022
Net income	$	12,481		$	16,130		$	23,911		$	55,082		$	18,694		$	12,481		$	53,576		$	23,911
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments		(17,919	)		(6,492	)		(35,101	)		(4,635	)		(6,495	)		(17,919	)		(1,943	)		(35,101	)
Unrealized holding gains (losses) on short-term investments arising during period		3			3			6			(10	)
Unrealized holding gain on short-term investments arising during period														-			3			-			6
Other comprehensive loss, net of tax		(17,916	)		(6,489	)		(35,095	)		(4,645	)		(6,495	)		(17,916	)		(1,943	)		(35,095	)
Total comprehensive income (loss), net of tax	$	(5,435	)	$	9,641		$	(11,184	)	$	50,437		$	12,199		$	(5,435	)	$	51,633		$	(11,184	)

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

CSG SYSTEMS INTERNATIONAL, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY - UNAUDITED

(in thousands)

Shares of Common Stock Outstanding

Common Stock

Additional Paid-in Capital

Treasury Stock

Accumulated Other Comprehensive Income (Loss)

Accumulated Earnings

Noncontrolling Interest

Total Stockholders' Equity

For the Nine Months Ended September 30, 2022:

BALANCE, January 1, 2022

32,495

$
705

$
488,303

$
(930,106
)
$
(38,353
)
$
916,060

$
3,635

$
440,244

Comprehensive income:

     Net income

-

-

-

-

-

6,113

-

     Unrealized loss on short-term investments, net of tax

-

-

-

-

(2
)

-

-

     Foreign currency translation adjustments

-

-

-

-

(1,182
)

-

-

Total comprehensive income

4,929

Repurchase of common stock

(389
)

(1
)

(7,804
)

(15,996
)

-

-

-

(23,801
)
Issuance of common stock pursuant to employee stock purchase plan

12

-

650

-

-

-

-

650

Issuance of restricted common stock pursuant to stock-based
     compensation plans

476

5

(5
)

-

-

-

-

-

Cancellation of restricted common stock issued pursuant to stock-
     based compensation plans

(34
)

-

-

-

-

-

-

-

Stock-based compensation expense

-

-

5,581

-

-

-

-

5,581

Settlement of convertible debt securities, net of tax

-

-

(4,845
)

-

-

-

-

(4,845
)
Adjustments due to adoption of new accounting standard

-

-

(9,802
)

-

-

9,802

-

-

Dividends

-

-

-

-

-

(8,586
)

-

(8,586
)
BALANCE, March 31, 2022

32,560

709

472,078

(946,102
)

(39,537
)

923,389

3,635

414,172

Comprehensive income:

     Net income

-

-

-

-

-

5,317

-

     Unrealized gain on short-term investments, net of tax

-

-

-

-

5

-

-

     Foreign currency translation adjustments

-

-

-

-

(16,000
)

-

-

Total comprehensive loss

(10,678
)
Repurchase of common stock

(362
)

-

(116
)

(21,557
)

-

-

-

(21,673
)
Issuance of common stock pursuant to employee stock purchase plan

15

-

773

-

-

-

-

773

Issuance of restricted common stock pursuant to stock-based
     compensation plans

42

1

(1
)

-

-

-

-

-

Cancellation of restricted common stock issued pursuant to stock-
     based compensation plans

(60
)

(1
)

1

-

-

-

-

-

Stock-based compensation expense

-

-

6,536

-

-

-

-

6,536

Dividends

-

-

-

-

-

(8,473
)

-

(8,473
)
Write-off of noncontrolling interest

-

-

-

-

-

(3,635
)

(3,635
)
BALANCE, June 30, 2022

32,195

709

479,271

(967,659
)

(55,532
)

920,233

-

377,022

Comprehensive income:

     Net income

-

-

-

-

-

12,481

-

     Unrealized gain on short-term investments, net of tax

-

-

-

-

3

-

-

     Foreign currency translation adjustments

-

-

-

-

(17,919
)

-

-

Total comprehensive income

(5,435
)
Repurchase of common stock

(495
)

-

(435
)

(27,947
)

-

-

-

(28,382
)
Issuance of common stock pursuant to employee stock purchase plan

16

-

794

-

-

-

-

794

Issuance of restricted common stock pursuant to stock-based
     compensation plans

13

-

-

-

-

-

-

-

Cancellation of restricted common stock issued pursuant to stock-
     based compensation plans

(65
)

(1
)

1

-

-

-

-

-

Stock-based compensation expense

-

-

8,661

-

-

-

-

8,661

Dividends

-

-

-

-

-

(8,355
)

-

(8,355
)
BALANCE, September 30, 2022

31,664

$
708

$
488,292

$
(995,606
)
$
(73,448
)
$
924,359

$
-

$
344,305


	Shares of Common Stock Outstanding			Common Stock			Additional Paid-in Capital			Treasury Stock			Accumulated Other Comprehensive Income (Loss)			Accumulated Earnings			Total Stockholders' Equity
For the Nine Months Ended September 30, 2023:
BALANCE, January 1, 2023		31,269		$	708		$	495,189		$	(1,018,034	)	$	(58,829	)	$	936,215		$	355,249
Comprehensive income:
Net income		-			-			-			-			-			20,928
Foreign currency translation adjustments		-			-			-			-			2,843			-
Total comprehensive income																				23,771
Repurchase of common stock		(166	)		(2	)		(9,304	)		-			-			-			(9,306	)
Issuance of common stock pursuant to employee stock purchase plan		19			-			893			-			-			-			893
Issuance of restricted common stock pursuant to stock-based compensation plans		574			6			(6	)		-			-			-			-
Cancellation of restricted common stock issued pursuant to stock-based compensation plans		(18	)		-			-			-			-			-			-
Stock-based compensation expense		-			-			6,412			-			-			-			6,412
Dividends		-			-			-			-			-			(8,796	)		(8,796	)
BALANCE, March 31, 2023		31,678			712			493,184			(1,018,034	)		(55,986	)		948,347			368,223
Comprehensive income:
Net income		-			-			-			-			-			13,954
Foreign currency translation adjustments		-			-			-			-			1,709			-
Total comprehensive income																				15,663
Repurchase of common stock		(2	)		-			(112	)		-			-			-			(112	)
Issuance of common stock pursuant to employee stock purchase plan		18			-			771			-			-			-			771
Issuance of restricted common stock pursuant to stock-based compensation plans		64			1			(1	)		-			-			-			-
Cancellation of restricted common stock issued pursuant to stock-based compensation plans		(7	)		-			-			-			-			-			-
Stock-based compensation expense		-			-			7,644			-			-			-			7,644
Dividends		-			-			-			-			-			(8,878	)		(8,878	)
BALANCE, June 30, 2023		31,751			713			501,486			(1,018,034	)		(54,277	)		953,423			383,311
Comprehensive income:
Net income		-			-			-			-			-			18,694
Foreign currency translation adjustments		-			-			-			-			(6,495	)		-
Total comprehensive income																				12,199
Repurchase of common stock		(1,994	)		-			(144	)		(107,863	)		-			-			(108,007	)
Issuance of common stock pursuant to employee stock purchase plan		20			-			877			-			-			-			877
Issuance of restricted common stock pursuant to stock-based compensation plans		12			-			-			-			-			-			-
Cancellation of restricted common stock issued pursuant to stock-based compensation plans		(63	)		-			-			-			-			-			-
Stock-based compensation expense		-			-			7,197			-			-			-			7,197
Purchase of capped call transactions (net of tax)		-			-			(26,353	)		-			-			-			(26,353	)
Dividends		-			-			-			-			-			(8,733	)		(8,733	)
BALANCE, September 30, 2023		29,726		$	713		$	483,063		$	(1,125,897	)	$	(60,772	)	$	963,384		$	260,491


	Shares of Common Stock Outstanding			Common Stock			Additional Paid-in Capital			Treasury Stock			Accumulated Other Comprehensive Income (Loss)			Accumulated Earnings			Noncontrolling Interest		Total Stockholders' Equity			Shares of Common Stock Outstanding			Common Stock			Additional Paid-in Capital			Treasury Stock			Accumulated Other Comprehensive Income (Loss)			Accumulated Earnings			Noncontrolling Interest			Total Stockholders' Equity
For the Nine Months Ended September 30, 2021:
BALANCE, January 1, 2021		32,713		$	700		$	470,557		$	(894,126	)	$	(31,138	)	$	876,402		$	-	$	422,395
For the Nine Months Ended September 30, 2022:
BALANCE, January 1, 2022																									32,495		$	705		$	488,303		$	(930,106	)	$	(38,353	)	$	916,060		$	3,635		$	440,244
Comprehensive income:
Net income		-			-			-			-			-			19,631			-					-			-			-			-			-			6,113			-
Unrealized loss on short-term investments, net of tax		-			-			-			-			(6	)		-			-					-			-			-			-			(2	)		-			-
Foreign currency translation adjustments		-			-			-			-			(355	)		-			-					-			-			-			-			(1,182	)		-			-
Total comprehensive income																						19,270																								4,929
Repurchase of common stock		(252	)		(1	)		(5,202	)		(6,518	)		-			-			-		(11,721	)		(389	)		(1	)		(7,804	)		(15,996	)		-			-			-			(23,801	)
Issuance of common stock pursuant to employee stock purchase plan		16			-			619			-			-			-			-		619			12			-			650			-			-			-			-			650
Issuance of restricted common stock pursuant to stock-based compensation plans		487			5			(5	)		-			-			-			-		-			476			5			(5	)		-			-			-			-			-
Cancellation of restricted common stock issued pursuant to stock- based compensation plans		(1	)		-			-			-			-			-			-		-
Cancellation of restricted common stock issued pursuant to stock-based compensation plans																									(34	)		-			-			-			-			-			-			-
Stock-based compensation expense		-			-			5,395			-			-			-			-		5,395			-			-			5,581			-			-			-			-			5,581
Settlement of convertible debt securities, net of tax																									-			-			(4,845	)		-			-			-			-			(4,845	)
Adjustments due to adoption of new accounting standard																									-			-			(9,802	)		-			-			9,802			-			-
Dividends		-			-			-			-			-			(8,243	)		-		(8,243	)		-			-			-			-			-			(8,586	)		-			(8,586	)
BALANCE, March 31, 2021		32,963			704			471,364			(900,644	)		(31,499	)		887,790			-		427,715
Comprehensive income:
Net income		-			-			-			-			-			19,321			-
Unrealized loss on short-term investments, net of tax		-			-			-			-			(7	)		-			-
Foreign currency translation adjustments		-			-			-			-			2,212			-			-
Total comprehensive income																						21,526
Repurchase of common stock		(156	)		-			(92	)		(6,957	)		-			-			-		(7,049	)
Issuance of common stock pursuant to employee stock purchase plan		19			-			716			-			-			-			-		716
Issuance of restricted common stock pursuant to stock-based compensation plans		6			-			-			-			-			-			-		-
Cancellation of restricted common stock issued pursuant to stock- based compensation plans		(35	)		-			-			-			-			-			-		-
Stock-based compensation expense		-			-			5,022			-			-			-			-		5,022
Dividends		-			-			-			-			-			(8,150	)		-		(8,150	)
BALANCE, June 30, 2021		32,797			704			477,010			(907,601	)		(29,294	)		898,961			-		439,780
BALANCE, March 31, 2022																									32,560			709			472,078			(946,102	)		(39,537	)		923,389			3,635			414,172
Comprehensive income:
Net income		-			-			-			-			-			16,130			-					-			-			-			-			-			5,317			-
Unrealized gain on short-term investments, net of tax		-			-			-			-			3			-			-					-			-			-			-			5			-			-
Foreign currency translation adjustments		-			-			-			-			(6,492	)		-			-					-			-			-			-			(16,000	)		-			-
Total comprehensive income																						9,641
Total comprehensive loss																																														(10,678	)
Repurchase of common stock		(145	)		-			(101	)		(6,673	)		-			-			-		(6,774	)		(362	)		-			(116	)		(21,557	)		-			-			-			(21,673	)
Issuance of common stock pursuant to employee stock purchase plan		15			-			591			-			-			-			-		591			15			-			773			-			-			-			-			773
Issuance of restricted common stock pursuant to stock-based compensation plans		56			-			-			-			-			-			-		-			42			1			(1	)		-			-			-			-			-
Cancellation of restricted common stock issued pursuant to stock- based compensation plans		(36	)		-			-			-			-			-			-		-
Cancellation of restricted common stock issued pursuant to stock-based compensation plans																									(60	)		(1	)		1			-			-			-			-			-
Stock-based compensation expense		-			-			4,887			-			-			-			-		4,887			-			-			6,536			-			-			-			-			6,536
Dividends		-			-			-			-			-			(8,136	)		-		(8,136	)		-			-			-			-			-			(8,473	)		-			(8,473	)
Noncontrolling interest related to business combination		-			-			-			-			-			-			3,635		3,635
BALANCE, September 30, 2021		32,687		$	704		$	482,387		$	(914,274	)	$	(35,783	)	$	906,955		$	3,635	$	443,624
Write-off of noncontrolling interest																												-			-			-			-			-			(3,635	)		(3,635	)
BALANCE, June 30, 2022																									32,195			709			479,271			(967,659	)		(55,532	)		920,233			-			377,022
Comprehensive income:
Net income																									-			-			-			-			-			12,481			-
Unrealized gain on short-term investments, net of tax																									-			-			-			-			3			-			-
Foreign currency translation adjustments																									-			-			-			-			(17,919	)		-			-
Total comprehensive loss																																														(5,435	)
Repurchase of common stock																									(495	)		-			(435	)		(27,947	)		-			-			-			(28,382	)
Issuance of common stock pursuant to employee stock purchase plan																									16			-			794			-			-			-			-			794
Issuance of restricted common stock pursuant to stock-based compensation plans																									13			-			-			-			-			-			-			-
Cancellation of restricted common stock issued pursuant to stock-based compensation plans																									(65	)		(1	)		1			-			-			-			-			-
Stock-based compensation expense																									-			-			8,661			-			-			-			-			8,661
Dividends																									-			-			-			-			-			(8,355	)		-			(8,355	)
BALANCE, September 30, 2022																									31,664		$	708		$	488,292		$	(995,606	)	$	(73,448	)	$	924,359		$	-		$	344,305

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

CSG SYSTEMS INTERNATIONAL, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - UNAUDITED

(in thousands)


	Nine Months Ended						Nine Months Ended
	September 30, 2022			September 30, 2021			September 30, 2023			September 30, 2022
Cash flows from operating activities:
Net income	$	23,911		$	55,082		$	53,576		$	23,911
Adjustments to reconcile net income to net cash provided by operating activities-
Depreciation		21,817			18,604			17,549			21,817
Amortization		36,470			34,314			34,543			36,470
Amortization of original issue discount		-			2,350
Asset impairment		30,126			415			1,689			30,126
Gain on lease modifications								(4,349	)		-
Loss on short-term investments and other		19			51			-			19
Loss on derivative liability upon debt conversion		7,456			-			-			7,456
Loss on extinguishment of debt		-			132
Loss on acquisition of controlling interest		-			6,180
Unrealized foreign currency transactions gains, net		(1,700	)		(339	)
Unrealized foreign currency transactions gain, net								(442	)		(1,700	)
Deferred income taxes		(16,457	)		2,188			(12,504	)		(16,457	)
Stock-based compensation		20,778			15,304			21,253			20,778
Changes in operating assets and liabilities, net of acquired amounts:
Trade accounts receivable, net		(22,026	)		(11,621	)		(33,351	)		(22,026	)
Other current and non-current assets and liabilities		(16,430	)		(13,912	)		(11,449	)		(16,430	)
Income taxes payable/receivable		(7,188	)		(6,111	)		(4,650	)		(7,188	)
Trade accounts payable and accrued liabilities		(67,053	)		(18,329	)		(24,158	)		(67,053	)
Deferred revenue		(150	)		4,001			14,658			(150	)
Net cash provided by operating activities		9,573			88,309			52,365			9,573

Cash flows from investing activities:
Purchases of software, property and equipment		(31,564	)		(22,531	)		(22,940	)		(31,564	)
Purchases of short-term investments		-			(57,734	)
Proceeds from sale/maturity of short-term investments		27,447			80,092			71			27,447
Acquisition of and investments in business, net of cash acquired		-			(51,111	)
Net cash used in investing activities		(4,117	)		(51,284	)		(22,869	)		(4,117	)

Cash flows from financing activities:
Proceeds from issuance of common stock		2,217			1,926			2,541			2,217
Payment of cash dividends		(25,396	)		(24,653	)		(26,231	)		(25,396	)
Repurchase of common stock		(73,380	)		(25,568	)		(116,418	)		(73,380	)
Deferred acquisition payments		(1,959	)		-			(3,220	)		(1,959	)
Proceeds from long-term debt		290,000			150,000			470,000			290,000
Payments on long-term debt		(247,926	)		(126,563	)		(310,625	)		(247,926	)
Purchase of capped call transactions related to convertible notes								(34,298	)		-
Payments of deferred financing costs		-			(3,000	)		(13,518	)		-
Settlement and merchant reserve activity		(13,931	)		(7,735	)		(46,196	)		(13,931	)
Net cash used in financing activities		(70,375	)		(35,593	)		(77,965	)		(70,375	)
Effect of exchange rate fluctuations on cash, cash equivalents and restricted cash		(7,689	)		(1,872	)
Effect of exchange rate fluctuations on cash, cash equivalents, and restricted cash								(448	)		(7,689	)

Net decrease in cash, cash equivalents and restricted cash		(72,608	)		(440	)
Net decrease in cash, cash equivalents, and restricted cash								(48,917	)		(72,608	)

Cash, cash equivalents and restricted cash, beginning of period		391,902			354,730
Cash, cash equivalents and restricted cash, end of period	$	319,294		$	354,290
Cash, cash equivalents, and restricted cash, beginning of period								389,018			391,902
Cash, cash equivalents, and restricted cash, end of period							$	340,101		$	319,294

Supplemental disclosures of cash flow information:
Cash paid during the period for-
Interest	$	12,367		$	11,947		$	21,772		$	12,367
Income taxes		31,817			25,688			39,136			31,817

Reconciliation of cash, cash equivalents and restricted cash:
Reconciliation of cash, cash equivalents, and restricted cash:
Cash and cash equivalents	$	146,685		$	195,365		$	146,730		$	146,685
Settlement and merchant reserve assets		172,609			158,925			193,371			172,609
Total cash, cash equivalents and restricted cash	$	319,294		$	354,290
Total cash, cash equivalents, and restricted cash							$	340,101		$	319,294

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

CSG SYSTEMS INTERNATIONAL, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

1. GENERAL

We have prepared the accompanying unaudited condensed consolidated financial statements as of September 30, ~~2022~~2023 and December 31, ~~2021,~~2022, and for the quarters and nine months ended September 30, ~~2022~~2023 and ~~2021,~~2022, in accordance with accounting principles generally accepted in the United States of America (“U.S.”) (“GAAP”) for interim financial information, and pursuant to the instructions to Form 10-Q and the rules and regulations of the Securities and Exchange Commission (the “SEC”). Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of our management, all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair presentation of our financial position and operating results have been included. The unaudited Condensed Consolidated Financial Statements (the “Financial Statements”) should be read in conjunction with the Consolidated Financial Statements and notes thereto, together with Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”), contained in our Annual Report on Form 10-K for the year ended December 31, ~~2021~~2022 (our ~~“2021~~“2022 10-K”), filed with the SEC. The results of operations for the quarter and nine months ended September 30, ~~2022~~2023 are not necessarily indicative of the expected results for the entire year ending December 31, ~~2022.~~2023.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Use of Estimates in Preparation of Financial Statements. The preparation of ~~the accompanying~~our Financial Statements ~~in conformity with U.S. GAAP~~ requires management to make estimates and assumptions that may affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities atas of the date of our Financial Statements and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from those estimates.

~~Reclassifications.~~ Certain amounts within our net cash provided by operating activities on our Statement of Cash Flows for the nine months ended September 30, 2021 have been reclassified to conform to the September 30, 2022 presentation.

Revenue. The majority of our future revenue is related to our revenue management solution customer contracts that include variable consideration dependent upon a series of monthly volumes and/or daily usage of services and have contractual terms ending from ~~2022~~2023 through ~~2028~~2036. Our customer contracts may include guaranteed minimums and fixed monthly or annual fees. As of September 30, ~~2022,~~2023, our aggregate amount of the transaction price allocated to the remaining performance obligations is $~~1.8~~1.5 billion, which is made up of fixed fee consideration and guaranteed minimums expected to be recognized in the future related to performance obligations that are unsatisfied (or partially unsatisfied). We expect to recognize ~~approximately~~over 6265% of this amount by the end of ~~2024~~2025, with the remaining amount recognized by the end of ~~2028~~2036. We have excluded ~~from this amount~~ variable consideration expected to be recognized in the future related to performance obligations that are ~~unsatisfied.~~unsatisfied from this amount.

The nature, amount, timing, and uncertainty of our revenue and how revenue and cash flows are affected by economic factors is most appropriately depicted by revenue type, geographic region, and customer vertical.

Revenue by type for the quarters and nine months ended September 30, ~~2022~~2023 and ~~2021~~2022 were as follows (in thousands):


	Quarter Ended				Nine Months Ended
	September 30,				September 30,				Quarter Ended				Nine Months Ended
	2022		2021		2022		2021		September 30, 2023		September 30, 2022		September 30, 2023		September 30, 2022
SaaS and related solutions	$	238,614	$	231,418	$	704,303	$	686,685	$	250,777	$	238,614	$	764,253	$	704,303
Software and services		23,123		19,518		61,627		49,330		23,578		23,123		73,235		61,627
Maintenance		11,571		12,273		33,946		35,447		12,513		11,571		34,446		33,946
Total revenue	$	273,308	$	263,209	$	799,876	$	771,462	$	286,868	$	273,308	$	871,934	$	799,876

We use the location of the customer as the basis of attributing revenue to geographic regions. Revenue by geographic region for the quarters and nine months ended September 30, ~~2022~~2023 and ~~2021,~~2022, as a percentage of our total revenue, were as follows:


	Quarter Ended						Nine Months Ended
	September 30, 2023			September 30, 2022			September 30, 2023			September 30, 2022
Americas (principally the U.S.)		86	%		86	%		86	%		85	%
Europe, Middle East, and Africa		9	%		10	%		10	%		11	%
Asia Pacific		5	%		4	%		4	%		4	%
Total revenue		100	%		100	%		100	%		100	%

Quarter Ended

Nine Months Ended

September 30,

September 30,

2022

2021

2022

2021

Americas (principally the U.S.)

86
%

85
%

85
%

85
%

Europe, Middle East, and Africa

10
%

12
%

11
%

11
%

Asia Pacific

4
%

3
%

4
%

4
%

Total revenue

100
%

100
%

100
%

100
%

We generate our revenue primarily from the global communications markets; however, we serve an expanding group of customers in other industry markets including retail, healthcare, financial services, insurance, and government entities. Revenue by customer vertical for the quarters and nine months ended September 30, ~~2022~~2023 and ~~2021,~~2022, as a percentage of our total revenue, were as follows:


	Quarter Ended						Nine Months Ended
	September 30,						September 30,						Quarter Ended						Nine Months Ended
	2022			2021			2022			2021			September 30, 2023			September 30, 2022			September 30, 2023			September 30, 2022
Broadband/Cable/Satellite		55	%		56	%		55	%		57	%		53	%		55	%		53	%		55	%
Telecommunications		20	%		20	%		19	%		19	%		20	%		20	%		20	%		19	%
Other		25	%		24	%		26	%		24	%		27	%		25	%		27	%		26	%
Total revenue		100	%		100	%		100	%		100	%		100	%		100	%		100	%		100	%

Deferred revenue as of December 31, 2022 and 2021, recognized during the quarters ended September 30, ~~2022~~2023 and ~~2021~~2022 was $~~7.6~~7.8 million and $~~9.9~~7.6 million, respectively, and during the nine months ended September 30, ~~2022~~2023 and ~~2021~~2022 was $~~47.9~~39.3 million and $~~41.9~~47.9 million, respectively.

Cash and Cash Equivalents. We consider all highly liquid investments with original maturities of three months or less at the date of the purchase to be cash equivalents. As of September 30, ~~2022~~2023 and December 31, ~~2021,~~2022, our cash equivalents consist primarily of institutional money market funds, commercial paper, and time deposits held at major banks. For the cash and cash equivalents denominated in foreign currencies and/or located outside the U.S., we do not anticipate any material amounts being unavailable for use in running our business, but may face limitations on moving cash out of certain foreign jurisdictions due to currency controls and potential negative economic consequences.

Restricted Cash. Restricted cash includes cash that is legally or contractually restricted, as well as our settlement and merchant reserve ~~assets.~~assets (discussed below). The nature of the restrictions on our settlement and merchant reserve assets consists of contractual restrictions with the merchants and restrictions arising from our policy and intention. It has historically been our policy to segregate settlement and merchant reserve assets from our operating cash balances and our intention is to continue to do so. As of September 30, ~~2022~~2023 and December 31, ~~2021,~~2022, we had $~~1.5~~1.2 million and $~~1.4~~1.0 million, respectively, of restricted cash that serves to collateralize bank guarantees and outstanding letters of credit included in cash and cash equivalents in our unaudited Condensed Consolidated Balance Sheets (“Balance Sheets” or “Balance Sheet”).

Short-term Investments. Our short-term investments as of September 30, 2023 and December 31, 2022 were zero and $0.1 million, respectively. Primarily all short-term investments held by us have contractual maturities of less than two years from the time of acquisition. Our short-term investments as of December 31, 2022 consisted of fixed income securities. Proceeds from the sale/maturity of short-term investments for the nine months ended September 30, 2023 and 2022 were $0.1 million and $27.4 million, respectively.

Settlement and Merchant Reserve Assets and Liabilities. Settlement assets and settlement liabilities represent cash collected on behalf of ~~customers~~merchants via payment processing services which is held for an established holding period until settlement with the customer. The holding period is generally one to four business days depending on the payment model ~~risk profile,~~ and contractual terms with the customer. During the holding period, cash is ~~held~~subject to restriction and segregation based on the nature of our custodial relationship with the merchants. Should we fail to remit these funds to our merchants, the merchant's sole recourse for payment would be against us. These rights and obligations are set forth in ~~trust~~the contracts between us and the merchants. Settlement assets are held with various major financial institutions and a corresponding liability is recorded for the amounts owed to the ~~merchant.~~customer. At any given time, there may be differences between the cash held ~~in trust~~ and the corresponding liability due to the timing of operating-related cash transfers.

Merchant ~~reserves~~reserve assets/liabilities represent deposits collected from ~~customers~~merchants to mitigate our risk of loss due to nonperformance of settlement obligations initiated by ~~our customers~~those merchants using our payment processing services, or non-payment by customers for services rendered by us. We perform a credit risk evaluation on each customer based on multiple criteria, which provide the basis for the deposit amount required for each ~~customer.~~merchant. For the duration of our relationship with each ~~customer,~~merchant, we hold their reserve deposits with major financial institutions. We hold these funds in separate accounts and are fully offset by corresponding liabilities.

The following table summarizes our settlement and merchant reserve assets and liabilities as of the indicated periods (in thousands):


	September 30, 2022				December 31, 2021				September 30, 2023				December 31, 2022
	Assets		Liabilities		Assets		Liabilities		Assets		Liabilities		Assets		Liabilities
Settlement assets/liabilities	$	156,666	$	155,311	$	171,505	$	170,514	$	178,367	$	176,633	$	219,368	$	218,525
Merchant reserve assets/liabilities		15,943		15,881		14,762		14,762		15,004		15,004		19,285		19,285
Total	$	172,609	$	171,192	$	186,267	$	185,276	$	193,371	$	191,637	$	238,653	$	237,810

Financial Instruments. Our financial instruments as of September 30, ~~2022~~2023 and December 31, ~~2021~~2022 include cash and cash equivalents, short-term investments, settlement and merchant reserve assets and liabilities, accounts receivable, accounts payable, and debt. Due to their short maturities, the carrying amounts of cash equivalents, settlement and merchant reserve assets and liabilities, accounts receivable, and accounts payable approximate their fair value.

Our short-term investments and certain of our cash equivalents are considered “available-for-sale” and are reported at fair value in our Balance Sheets, with unrealized gains and losses, net of the related income tax effect, excluded from earnings and reported in a separate component of stockholders’ equity. Realized and unrealized gains and losses were not material in any period presented.

~~Primarily all short-term investments held by us as of September 30, 2022 and December 31, 2021 have contractual maturities of less than~~ ~~two years~~ from the time of acquisition. Our short-term investments as of September 30, 2022 and December 31, 2021 consisted almost entirely of fixed income securities. Proceeds from the sale/maturity of short-term investments for the nine months ended September 30, 2022 and 2021 were $~~27.4~~ ~~million and $80.1~~ ~~million, respectively, and purchases of short-term investments for the nine months ended September 30, 2022 and 2021 were~~ ~~zero~~ ~~and $57.7~~ ~~million, respectively.~~

~~Our short-term investments as of September 30, 2022 and December 31, 2021 were $0.6~~ ~~million and $28.0~~ ~~million, respectively.~~

The following table represents the fair value hierarchy based upon three levels of inputs, of which Levels 1 and 2 are considered observable and Level 3 is unobservable, for our financial assets measured at fair value (in thousands):


	September 30, 2022						December 31, 2021						September 30, 2023						December 31, 2022
	Level 1		Level 2		Total		Level 1		Level 2		Total		Level 1		Level 2		Total		Level 1		Level 2		Total
Cash equivalents:
Money market funds	$	4,797	$	—	$	4,797	$	29,305	$	—	$	29,305	$	5,457	$	-	$	5,457	$	5,318	$	-	$	5,318
Commercial paper		—		—		—		—		1,000		1,000
Short-term investments:
Corporate debt securities		—		—		—		—		24,352		24,352
Asset-backed securities		—		575		575		—		3,685		3,685		-		-		-		-		71		71
Total	$	4,797	$	575	$	5,372	$	29,305	$	29,037	$	58,342	$	5,457	$	-	$	5,457	$	5,318	$	71	$	5,389

Valuation inputs used to measure the fair values of our money market funds were derived from quoted market prices. The fair values of all other financial instruments are based upon pricing provided by third-party pricing services. These prices were derived from observable market inputs.

We have chosen not to record our debt at fair value, with changes recognized in earnings each reporting period. The following table indicates the carrying value ~~(par value for convertible notes)~~ and estimated fair value of our debt as of the indicated periods (in thousands):

September 30, 2022

December 31, 2021

Carrying Value

Fair Value

Carrying Value

Fair Value

2021 Credit Agreement:

Term Loan (carrying value including
current maturities)

$
142,500

$
142,500

$
148,125

$
148,125

Revolver

290,000

290,000

—

—

2016 Convertible Notes (par value)

—

—

230,000

244,950


	September 30, 2023				December 31, 2022
	Carrying Value		Fair Value		Carrying Value		Fair Value
2023 Convertible Notes (par value)	$	425,000	$	414,694	$	-	$	-
2021 Credit Agreement (carrying value including current maturities):
Term Loan		135,000		135,000		140,625		140,625
Revolver		15,000		15,000		275,000		275,000

The fair value ~~for our credit agreement was estimated using a discounted cash flow methodology, while the fair value for~~of our convertible notes was estimated based upon quoted market prices or recent sales activity, while the fair value of our credit agreement was estimated using a discounted cash flow methodology, both of which are considered Level 2 inputs.

~~Accounting Pronouncement Adopted.~~ ~~In August 2020, the FASB issued ASU No. 2020-06,~~ ~~Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity~~ (“ASU 2020-06”), which simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts in an entity’s own equity. ASU 2020-06 also amends the related Earnings Per Share guidance. ASU 2020-06 is effective for fiscal years beginning after December 15, 2021, and can be adopted on either a fully retrospective or modified retrospective basis. On January 1, 2022, we adopted this ASU using the modified retrospective transition method and recorded an approximately $10 ~~million cumulative-effect adjustment to our beginning retained earnings balance.~~

3. GOODWILL AND INTANGIBLE ASSETS

Goodwill. The changes in the carrying amount of goodwill for the nine months ended September 30, ~~2022~~2023 were as follows (in thousands):

January 1, 2022 balance

$
321,330

Adjustments related to prior acquisitions

1,911

Impairment charge related to MobileCard Holdings, LLC

(7,211
)
Effects of changes in foreign currency exchange rates

(20,834
)
September 30, 2022 balance

$
295,196


January 1, 2023, balance	$	304,036
Adjustments related to prior acquisitions		(20	)
Impairment charge related to Keydok, LLC		(1,118	)
Effects of changes in foreign currency exchange rates		98
September 30, 2023, balance	$	302,996

~~The adjustments related to prior acquisitions are primarily a result of the finalization of the purchase accounting for MobileCard Holdings, LLC and DGIT Systems Pty Ltd.~~ See Notes 5 and 6 for further discussion ~~to include~~of management's decision to ~~dissolve the MobileCard business~~shut down Keydok, LLC ("Keydok") resulting in the impairment charge recorded above.

Other Intangible Assets. Our other intangible assets subject to ongoing amortization consist primarily of acquired customer contracts and software. As of September 30, ~~2022~~2023 and December 31, ~~2021,~~2022, the carrying values of these assets were as follows (in thousands):


	September 30, 2022							December 31, 2021							September 30, 2023							December 31, 2022
	Gross Carrying Amount		Accumulated Amortization			Net Amount		Gross Carrying Amount		Accumulated Amortization			Net Amount		Gross Carrying Amount		Accumulated Amortization			Net Amount		Gross Carrying Amount		Accumulated Amortization			Net Amount
Acquired customer contracts	$	161,022	$	(113,348	)	$	47,674	$	171,373	$	(114,166	)	$	57,207	$	165,422	$	(127,490	)	$	37,932	$	165,497	$	(120,080	)	$	45,417
Software		183,942		(159,357	)		24,585		182,040		(152,283	)		29,757		176,192		(159,451	)		16,741		173,111		(150,337	)		22,774
Total other intangible assets	$	344,964	$	(272,705	)	$	72,259	$	353,413	$	(266,449	)	$	86,964	$	341,614	$	(286,941	)	$	54,673	$	338,608	$	(270,417	)	$	68,191

The total amortization expense related to other intangible assets for the third quarters of ~~2022~~2023 and ~~2021~~2022 were $~~6.9~~6.4 million and $~~6.5~~6.9 million, respectively, and for the nine months ended September 30, ~~2022~~2023 and ~~2021~~2022 were $~~21.8~~19.5 million and $~~18.0~~21.8 million, respectively. Based on the September 30, ~~2022~~2023 net carrying value of our intangible assets, the estimated total amortization expense for each of the five succeeding fiscal years ending December 31 are: ~~2022 - $28.4~~ ~~million;~~ 2023 - $~~20.7~~25.7 million; 2024 - $~~13.2~~15.8 million; 2025 - $~~10.7~~11.3 million; 2026 - $7.8 million; and ~~2026~~2027 - $~~7.5~~3.1 million.

Customer Contract Costs. As of September 30, ~~2022~~2023 and December 31, ~~2021,~~2022, the carrying values of our customer contract cost assets, related to those contracts with a contractual term greater than one year, were as follows (in thousands):

September 30, 2022

December 31, 2021

Gross Carrying Amount

Accumulated Amortization

Net Amount

Gross Carrying Amount

Accumulated Amortization

Net Amount

Customer contract costs

$
84,768

$
(32,574
)

$
52,194

$
79,028

$
(32,410
)

$
46,618


	September 30, 2023							December 31, 2022
	Gross Carrying Amount		Accumulated Amortization			Net Amount		Gross Carrying Amount		Accumulated Amortization			Net Amount
Customer contract costs	$	91,510	$	(38,174	)	$	53,336	$	85,336	$	(30,601	)	$	54,735

The total amortization expense related to customer contract costs for the third quarters of ~~2022~~2023 and ~~2021~~2022 were $~~3.8~~5.0 million and $~~5.3~~3.8 million, respectively, and for the nine months ended September 30, 2023 and 2022 ~~and 2021~~ were ~~$14.2~~$14.4 million and $~~15.0~~14.2 million, respectively.

4. DEBT

Our long-term debt, as of September 30, ~~2022~~2023 and December 31, ~~2021,~~2022, was as follows (in thousands):


	September 30,			December 31,			September 30, 2023			December 31, 2022
	2022			2021
2023 Convertible Notes:
2023 Convertible Notes – senior unsecured convertible notes, due September 15, 2028, cash interest at 3.875%							$	425,000		$	-
Less – deferred financing costs								(13,864	)		-
2023 Convertible Notes, net of unamortized discounts								411,136			-
2021 Credit Agreement:
2021 Term Loan, due September 2026, interest at adjusted LIBOR plus applicable margin (combined rate of 5.299% at September 30, 2022)	$	142,500		$	148,125
2021 Term Loan, due September 2026, interest at adjusted SOFR plus applicable margin (combined rate of 7.115% at September 30, 2023)								135,000			140,625
Less – deferred financing costs		(2,843	)		(3,406	)		(2,638	)		(2,656	)
2021 Term Loan, net of unamortized discounts		139,657			144,719			132,362			137,969
$450 million revolving loan facility, due September 2026, interest at adjusted LIBOR plus applicable margin (combined weighted-average rate of 5.278% at September 30, 2022)		290,000			-
2016 Convertible Notes:
2016 Convertible Notes – Senior convertible notes, due March 15, 2036, cash interest at 4.25%	-				230,000
$450 million revolving loan facility, due September 2026, interest at adjusted SOFR plus applicable margin (combined rate of 7.115% at September 30, 2023)								15,000			275,000
Total debt, net of unamortized discounts		429,657			374,719			558,498			412,969
Current portion of long-term debt, net of unamortized discounts		(52,500	)		(237,500	)		(22,500	)		(37,500	)
Long-term debt, net of unamortized discounts	$	377,157		$	137,219		$	535,998		$	375,469

2023 Convertible Notes. In September 2023, we completed an offering of $425.0 million of 3.875% senior convertible notes due September 15, 2028 (the "2023 Convertible Notes") to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended. The 2023 Convertible Notes are unsecured obligations and will pay 3.875% annual cash interest, payable semiannually in arrears on March 15 and September 15 of each year, beginning on March 15, 2024.

The 2023 Convertible Notes will be convertible at the option of the noteholders before June 15, 2028 upon the occurrence of certain events. On or after June 15, 2028 and until the close of business on the second scheduled trading day immediately preceding the maturity date, noteholders may convert all or any portion of their notes at any time regardless of these conditions. We are required to satisfy our conversion obligation as follows: (i) paying cash up to the aggregate principal amount of notes to be converted; and (ii) to the extent the value of our conversion obligation exceeds the par value, we will satisfy the remaining conversion obligation in our common stock, cash, or a combination thereof, at our election. As of September 30, 2023, none of the conditions to early convert have been met.

The 2023 Convertible Notes will be convertible at an initial conversion rate of 14.0753 shares of our common stock per $1,000 principal amount of the 2023 Convertible Notes, which is equivalent to an initial conversion price of approximately $71.05 per share of our common stock. The conversion rate and conversion price will be subject to adjustment upon the occurrence of certain events. Under the terms of the 2023 Convertible Notes, we will adjust the conversion rate for any quarterly dividends exceeding $0.28 per share.

Holders may require us, subject to certain conditions, to repurchase all or a portion of their 2023 Convertible Notes for cash upon the occurrence of a fundamental change (as defined in the Indenture related to the 2023 Convertible Notes (“2023 Notes Indenture”)). The repurchase price will be equal to the principal amount thereof plus accrued and unpaid interest to, but excluding, the repurchase date.

We may not redeem the 2023 Convertible Notes prior to September 21, 2026. On or after September 21, 2026, we may redeem for cash all or part of the 2023 Convertible Notes, subject to a partial redemption limitation that requires at least $100.0 million of the principal amount of the 2023 Convertible Notes to remain outstanding if the last reported sales price of our common stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which we provide notice of redemption. The redemption price will equal the principal amount of the 2023 Convertible Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date. No sinking fund has been established for the 2023 Convertible Notes.

The 2023 Notes Indenture includes customary terms, including certain events of default after which the 2023 Convertible Notes may be due and payable immediately. The 2023 Notes Indenture contains customary affirmative covenants, including a reporting covenant.

In September 2023, in connection with the pricing of the 2023 Convertible Notes, we entered into privately negotiated capped call transactions (the “Capped Call Transactions”) with certain of the initial purchasers of the 2023 Convertible Notes and other financial institutions (collectively, the “Option Counterparties”). We used $34.3 million of the net proceeds from the offering of the 2023 Convertible Notes to pay the premiums of the Capped Call Transactions.

The Capped Call Transactions cover, subject to anti-dilution adjustments substantially similar to those applicable to the 2023 Convertible Notes, 5.98 million shares of our common stock, the same number of shares of common stock underlying the 2023 Convertible Notes. The Capped Call Transactions will expire upon the maturity of the 2023 Convertible Notes.45

The Capped Call Transactions are expected generally to reduce the potential dilution to the common stock upon conversion of the 2023 Convertible Notes and/or offset any cash payments we are required to make in excess of the principal amount of the 2023 Convertible Notes, in the event that the market price per share of common stock (as measured under the terms of the Capped Call Transactions) is greater than the strike price of the Capped Call Transactions. The strike price of the Capped Call Transactions initially corresponds to the initial conversion price of the 2023 Convertible Notes, or approximately $71.05 per share of our common stock. The Capped Call Transactions have an initial cap price of approximately $96.52 per share of our common stock, which represents a premium of 80% over the last reported sale price of our common stock on the date the 2023 Convertible Notes were issued, subject to certain adjustments under the terms of the Capped Call Transactions.

The Capped Call Transactions are separate transactions, entered into by us with the Option Counterparties. They are not part of the terms of the 2023 Convertible Notes and do not change the holders’ rights under the 2023 Convertible Notes. Holders of the 2023 Convertible Notes do not have any rights with respect to the Capped Call Transactions. The Capped Call Transactions do not meet the criteria for separate accounting as a derivative as they meet the criteria for equity classification. The premiums paid for the Capped Call Transactions of $34.3 million have been included as a reduction to additional paid-in capital, net of $7.9 million of deferred income taxes.

The proceeds from the sale of the 2023 Convertible Notes, net of financing costs, were $411.0 million. We used the net proceeds to: (i) repay the principal amount of $275.0 million of outstanding borrowings under our $450.0 million, five-year revolving loan facility (the "2021 Revolver"); (ii) repurchase 1.7 million shares of our common stock for $90.1 million in privately negotiated transactions, concurrently with the pricing of the offering of the 2023 Convertible Notes; and (iii) pay the $34.3 million premium for the Capped Call Transactions. The remaining net proceeds were used for general corporate purposes.

In conjunction with the closing of the 2023 Convertible Notes, we incurred financing costs of $14.0 million which are being amortized to interest expense using the effective interest method through maturity.

2021 Credit Agreement. During the nine months ended September 30, ~~2022,~~2023, we made $5.6 million of principal repayments on our $~~150~~150.0 million aggregate principal five-year term loan (the “2021 Term Loan”). In ~~March 2022~~conjunction with the issuance of the 2023 Convertible Notes, we ~~borrowed~~repaid $~~245.0~~275.0 million ~~from~~on our 2021 Revolver. As of September 30, 2023, we had $~~450~~15.0 million ~~aggregate principal~~ ~~five-year~~ ~~revolving loan facility (“2021 Revolver”) to settle our 2016 Convertible Notes (see below). Additionally, during the third quarter of 2022 we borrowed an additional $45.0~~ ~~million from~~outstanding on our 2021 Revolver, leaving ~~us with~~ $~~160.0~~435.0 million ~~available.~~available to us.

As of September 30, ~~2022,~~2023, the interest rate on our 2021 Term Loan and our 2021 Revolver was ~~5.299~~7.115% (adjusted ~~LIBOR~~SOFR, credit spread adjustment of 0.10%, plus 1.625% per annum), ~~the interest rates on our 2021 Revolver range from~~ ~~4.895% to~~ ~~5.299% (adjusted LIBOR plus 1.625% per annum),~~effective through December 2023, and our commitment fee on the unused $~~160.0~~ ~~million~~2021 Revolver was 0.20%.

The interest rates under the 2021 Credit Agreement are based upon our choice of an adjusted ~~LIBOR~~SOFR rate plus an applicable margin of 1.375% - 2.125%, or an alternate base rate (“ABR”) plus an applicable margin of 0.375% - 1.125%, with the applicable margin, ~~depending on~~being determined in accordance with our then-net secured total leverage ratio. We ~~will~~ pay a commitment fee of 0.150% - 0.325% of the average daily unused amount of the 2021 Revolver, with the commitment fee rate ~~also dependent upon~~being determined in accordance with our then-net secured total leverage ratio. ~~The~~

In April 2023, we entered into the First Amendment to the 2021 Credit Agreement ~~includes~~(the “First Amendment”). The First Amendment replaced the interest rate benchmark, from LIBOR ~~transition language in which we can elect an ABR, a Eurodollar rate, an alternate currency term rate, or an alternate currency daily rate.~~

~~2016 Convertible Notes.~~ ~~During the period from, and including, December 15, 2021~~ to the ~~close of business on the business day immediately preceding March 15, 2022 (the “Conversion Period”~~Secured Overnight Financing Rate ("SOFR"), ~~the 2016 Convertible Note holders~~and all references to “Eurodollar Borrowing(s)” or “Eurodollar Loans” were ~~able to convert all~~replaced with “Term SOFR Borrowing(s)” or ~~any portion of their 2016 Convertible Notes at the conversion rate then in effect (17.7621~~ ~~shares of our common stock per $1,000~~ principal amount of the 2016 Convertible Notes). For the 2016 Convertible Notes presented during this Conversion Period, the settlement amount was equal to the sum of the daily settlement amounts for each of the following 40 ~~consecutive trading days during the period of January 12, 2022 to March 10, 2022 (the “Observation Period”).~~

~~During the Conversion Period, $229.1~~ ~~million principal amount of the 2016 Convertible Notes were converted. On March 15, 2022, we paid each converting holder that exercised their conversion right, cash in an amount equal to $1,053.68~~ ~~per each $1,000~~ ~~principal amount of 2016 Convertible Notes being converted, for a total cash payment of $241.4~~ ~~million. The remaining principal amount of $0.9~~ ~~million that was not converted by the holders was redeemed and paid for on March 15, 2022 at a redemption price of~~ ~~100% of the principal amount. Total settlement of the 2016 Convertible Notes was $242.3~~ ~~million.~~“Term

As a result of our irrevocable election made in December 2021 to settle all conversions during the Conversion Period (discussed above) in cash, a derivative liability was created and required to be separated from the debt upon conversion by the holders. There were no conversions as of December 31, 2021. At the close of the Observation Period, as a result of the conversions in March 2022, we recognized a $~~7.5~~ million loss on derivative liability upon debt conversion due to the related change in our stock price over the Observation Period. The loss was recorded to other income (expense) in our unaudited Condensed Consolidated Statements of Income (the “Income Statements”) with the remaining amount paid above par recorded to additional paid-in capital.

SOFR Loans”. Any loan amounts outstanding at the effective date of the First Amendment continued to bear interest at the applicable LIBOR rate until the end of the interest election period applicable to such loan. All Term SOFR Loans are subject to a 0.10% credit spread adjustment.

In September 2023, we entered into the Second Amendment to the 2021 Credit Agreement (the “Second Amendment”). The Second Amendment permits the issuance and sale of the 2023 Convertible Notes and the related Capped Call Transactions (described above). In conjunction with the Second Amendment, we incurred financing costs of $0.5 million.

5. ACQUISITIONS

~~Tekzenit, Inc.~~ ~~In 2020, we acquired Tekzenit, Inc. (“Tekzenit”) for a purchase price of approximately $~~10 ~~million. The purchase agreement includes provisions for additional purchase price (“Provisional Purchase Price”) payments in the form of earn-out and qualified sales payments for up to $~~10 ~~million over a~~ ~~three-year~~ ~~measurement period upon meeting certain financial and sales criteria. Of the Provisional Purchase Price amount, $~~6 ~~million is considered contingent purchase price payments with the remaining $~~4 million tied to certain financial and sales criteria over a defined service period by the eligible recipients and is therefore accounted for as post-acquisition compensation. As of September 30, 2022, we have accrued $~~0.6~~ ~~million related to the contingent purchase price payments and have~~ no~~t accrued any amounts related to the post-acquisition compensation payments due to the uncertainty of payment.~~

~~MobileCard Holdings, LLC.~~ In 2018, we invested in MobileCard Holdings, LLC (“MobileCard”), a mobile money fintech payment company that enables omni-channel digital payments and financial inclusion in Latin America. In July 2021, we obtained a 64% controlling interest in the company, and beginning in the third quarter of 2021, the results of MobileCard were consolidated in our results of operations. As of June 30, 2022 the purchase accounting for the MobileCard transaction was complete. We recorded goodwill of $~~7.2~~ ~~million, acquired client contracts of $2.6~~ ~~million, and technology of $0.9~~ ~~million. The non-controlling interest of $3.6~~ million was recorded in total stockholders' equity. In June 2022, our management team, with the support of our Board of Directors (the "Board"), decided to dissolve the MobileCard business. See Note 6 for additional discussion.

Keydok, LLC. On September 14, 2021,, we acquired Keydok, ~~LLC (“Keydok”),~~ a digital identity and document management platform provider, headquartered in Mexico. ~~We acquired~~ ~~100% of the equity of Keydok for a purchase price of $1.0~~ ~~million, which includes provisions for up~~In March 2023, we decided to $~~18.0~~ million of potential future earn-out payments. The earn-out payments are tied to performance-based goals and a defined service period by the eligible recipients and are accounted for as post-acquisition compensation. The earn-out period is through September 30, 2025. As of September 30, 2022, we have no~~t accrued any amounts related to the potential earn-out payments due to the uncertainty of payment.~~

~~As of June 30, 2022 the purchase accounting for~~dissolve the Keydok ~~acquisition was complete. We recorded goodwill of $~~business. See Note 6 for additional discussion.~~1.0~~ ~~million.~~

DGIT Systems Pty Ltd. On October 4, 2021, we acquired DGIT Systems Pty Ltd (“DGIT”), a provider of configure, price and quote (CPQ) and order management solutions for the telecommunications industry. We acquired 100% of the equity of DGIT for a purchase price of approximately $16 million, approximately $14 million paid upon close and the remaining escrowed funds of approximately $2 million to be paid ~~over~~through the ~~next~~ ~~four years~~,first quarter of 2025, subject to certain reductions, as applicable. ~~This~~As of September 30, 2023, $1.2 million of the escrowed funds had been paid.

The DGIT acquisition includes provisions for up to approximately $13 million of potential future earn-out payments. The earn-out payments are tied to performance-based goals and a defined service period by the eligible recipients and are accounted for as post-acquisition compensation, as applicable. The earn-out period is through September 30, 2025. ~~As of September 30,~~During 2022, ~~we have accrued~~ $0.3 million ~~related to~~of the ~~potential~~ earn-out ~~payments.~~

~~As of September 30, 2022 the purchase accounting for the DGIT acquisition~~had been achieved and was ~~complete. We recorded goodwill of $11.8~~ ~~million, acquired client contracts of $5.1~~ ~~million, and acquired software of $3.6~~ ~~million and liabilities assumed primarily included deferred revenue of $1.9~~ ~~million, accrued income taxes of $1.2~~ ~~million, and accrued employee compensation of $1.1~~ ~~million.~~paid out in March 2023.

6. RESTRUCTURING AND REORGANIZATION CHARGES

During the third quarters of ~~2022~~2023 and ~~2021,~~2022, we recorded restructuring and reorganization charges of $~~14.2~~1.2 million and $~~0.2~~14.2 million, respectively, and for the nine months ended September 30, ~~2022~~2023 and ~~2021,~~2022, we recorded restructuring and reorganization charges of $~~46.3~~8.4 million and $~~3.0~~46.3 million, respectively.

During the nine months ended September 30, ~~2022~~2023 we implemented the following restructuring and reorganizational activities:

•

In ~~connection with our workplace of the future philosophy,~~March 2023, we ~~consolidated space at thirteen of our leased real estate locations in Australia, India, Sweden, and the U.S., resulting in restructuring charges of $23.0~~ ~~million related to the impairments of operating lease right-of-use assets, furniture and fixtures, and leasehold improvements, and $4.1~~ ~~million of accelerated depreciation.~~

•

~~In June 2022, our management team, with the support of our Board,~~ decided to dissolve the ~~MobileCard~~Keydok business, in which we had acquired ~~a controlling interest~~ in ~~July~~September of ~~2021 (see Note 5). MobileCard was not meeting its projected targets.~~2021. As a result, we recorded net impairment charges of $~~7.0~~1.2 million, to include the ~~write-offs~~write-off of the ~~remaining~~ acquired ~~intangible assets, goodwill, and the noncontrolling interest.~~goodwill. We also subsequently terminated approximately 4030 Mexico-based employees, which resulted in restructuring charges related to involuntary terminations of $~~0.6~~1.6 million.

•

We reduced our workforce by approximately 8082 employees, mainly in ~~North America,~~the U.S., as a result of organizational changes and ~~efficiencies, to include a margin improvement initiative that began in the second quarter of 2022.~~efficiencies. As a result, we incurred restructuring charges related to involuntary terminations of $~~7.0~~2.2 million.

•

We modified three of our real estate leases, at previously closed locations in India and the United States, resulting in earlier termination dates and the recognition of a $4.3 million gain. We also recorded $0.5 million of additional operating lease right-of-use asset impairments.

•

During the second quarter of 2023 we exited a reseller agreement that was acquired with the acquisition of Forte Payment Systems, Inc. in 2018. As a result, we incurred expense of $3.6 million, of which $1.8 million has been paid and $1.8 million was accrued as of September 30, 2023.

The activity in the restructuring and reorganization reserves during the nine months ended September 30, ~~2022~~2023 was as follows (in thousands):


	Termination									Termination Benefits			Other			Total
	Benefits			Other			Total
January 1, 2022, balance	$	675		$	-		$	675
January 1, 2023, balance										$	2,491		$	-		$	2,491
Charged to expense during period		7,604			38,700			46,304			3,801			4,620			8,421
Cash payments		(5,024	)		(4,578	)		(9,602	)		(6,570	)		(4,407	)		(10,977	)
Adjustment for asset impairment		-			(29,986	)		(29,986	)		-			(1,675	)		(1,675	)
Adjustment for gain on lease modifications											-			4,349			4,349
Adjustment for accelerated depreciation		-			(4,136	)		(4,136	)		-			(394	)		(394	)
Other		788			-			788			688			-			688
September 30, 2022, balance	$	4,043		$	-		$	4,043
September 30, 2023, balance										$	410		$	2,493		$	2,903

As of September 30, ~~2022~~2023, $~~3.9~~2.9 million of the restructuring and reorganization reserves were included in current liabilities.

7. COMMITMENTS, GUARANTEES AND CONTINGENCIES

Guarantees. In the ordinary course of business, we may provide guarantees in the form of bid bonds, performance bonds, or standby letters of credit. AtAs of September 30, ~~2022,~~2023, we had $~~2.3~~1.9 million of restricted assets used to collateralize these guarantees, with $~~1.5~~1.2 million included in cash and cash equivalents and $~~0.8~~0.7 million included in other non-current assets.

We have ~~bid bonds and~~ performance guarantees in the form of surety bonds and money transmitter bonds, both issued through a third-party ~~of $3.5~~ ~~million~~ that ~~were~~are not required to be ~~recorded~~ on our Balance Sheet. As of September 30, 2023, we had performance guarantees of $4.3 million. We are ultimately liable for claims that may occur against these guarantees. We have no history of material claims or are aware of circumstances that would require us to pay under any of these arrangements. We also believe that the resolution of any claim that may arise in the future, either individually or in the aggregate, would not be material to our Financial Statements.

~~Additionally,~~ As of September 30, 2023, we ~~have~~had total aggregate money transmitter bonds ~~issued through a third-party~~of $19.9 million outstanding. These money transmitter bonds are for the benefit of various states to comply with the states’ financial requirements and industry regulations for money transmitter licenses. ~~At September 30, 2022, we had total aggregate money transmitter bonds of approximately $~~17 ~~million outstanding.~~

Warranties. We generally warrant that our solutions and related offerings will conform to published specifications, or to specifications provided in an individual customer arrangement, as applicable. The typical warranty period is 90 days from the date of acceptance of the solution or offering. For certain service offerings we provide a warranty for the duration of the services provided. We generally warrant that those services will be performed in a professional and skillful manner. The typical remedy for breach of warranty is to correct or replace any defective deliverable, and if not possible or practical, we will accept the return of the defective deliverable and refund the amount paid under the customer arrangement that is allocable to the defective deliverable. Our contracts also generally contain limitation of damages provisions in an effort to reduce our exposure to monetary damages arising from breach of warranty claims. Historically, we have incurred minimal warranty costs, and as a result, do not maintain a warranty reserve.

Solution and Services Indemnifications. ~~Our arrangements~~Arrangements with our customers generally include an indemnification provision that will indemnify and defend a customer in actions brought against the customer that claim our products and/or services infringe upon a copyright, trade secret, or valid patent. Historically, we have not incurred any significant costs related to such indemnification claims, and as a result, do not maintain a reserve for such exposure.

Claims for Company Non-performance. Our arrangements with our customers typically limit our liability for breach to a specified amount of the direct damages incurred by the customer resulting from the breach. From time-to-time, these arrangements may also include provisions for possible liquidated damages or other financial remedies for our non-performance, or in the case of certain of our ~~revenue management platforms,~~solutions, provisions for damages related to service level performance requirements. The service level performance requirements typically relate to ~~system~~platform availability and timeliness of service delivery. As of September 30, ~~2022,~~2023, we believe we have adequate reserves, based on our historical experience, to cover any reasonably anticipated exposure as a result of our nonperformance for any past or current arrangements with our customers.

Indemnifications Related to Officers and the Board of Directors. ~~We have agreed~~Other guarantees include promises to indemnify, ~~members of~~defend, and hold harmless our ~~Board~~directors, and certain ~~of our officers if they are named or threatened to be named as~~officers. Such indemnification covers any expenses and liabilities reasonably incurred by a ~~party to any proceeding~~person, by reason of the fact that ~~they acted~~such person is, was, or has agreed to be a director or officer, in ~~such capacity.~~connection with the investigation, defense, and settlement of any threatened, pending, or contemplated action, suit, proceeding, or claim. We maintain directors’ and officers’ ~~(D&O)~~(“D&O”) insurance coverage to protect against such losses. We have not historically incurred any losses related to these types of indemnifications and are not aware of any pending or threatened actions or claims against any officer or member of our ~~Board.~~Board of Directors (the "Board"). As a result, we have not recorded any liabilities related to such indemnifications as of September 30, ~~2022.~~2023. In addition, as a result of the insurance policy coverage, we believe these indemnification agreements are not significant to our results of operations.

Legal Proceedings. From ~~time-to-time,~~time to time, we are involved in litigation relating to claims arising out of our operations in the normal course of business.

8. EARNINGS PER COMMON SHARE

Basic and diluted earnings per common share (“EPS”) amounts are presented on the face of ~~the accompanying~~our unaudited Condensed Consolidated Statements of Income ~~Statements.~~(the "Income Statements").

The reconciliation of the basic and diluted EPS denominators related to ~~the~~ common shares is included in the following table (in thousands):

Quarter Ended

Nine Months Ended

September 30,

September 30,

2022

2021

2022

2021

Basic weighted-average common shares

30,941

31,756

31,219

31,825

Dilutive effect of restricted common stock

218

204

268

208

Diluted weighted-average common shares

31,159

31,960

31,487

32,033


	Quarter Ended				Nine Months Ended
	September 30, 2023		September 30, 2022		September 30, 2023		September 30, 2022
Basic weighted-average common shares		30,097		30,941		30,381		31,219
Dilutive effect of restricted common stock		187		218		159	268
Diluted weighted-average common shares		30,284		31,159		30,540		31,487

The dilutive effect of restricted common stock is computed using the treasury stock method. The dilutive effect of the 2023 Convertible Notes is computed using the if-converted method and will only have an effect in those quarterly periods in which our average stock price exceeds the current effective conversion price.

Potentially dilutive common shares related to non-participating unvested restricted stock and stock warrants were excluded from the computation of diluted EPS, as the effect was anti-dilutive, and were not material in any period presented. Stock warrants (see Note 9) will only have a dilutive effect ~~only~~upon vesting in those ~~quarterly~~ periods in which our average stock price exceeds the exercise price of $26.68 per warrant (under the treasury stock method), and are not subject to performance vesting conditions (see Note 9). Potentially dilutive common shares related to non-participating unvested restricted stock excluded from the computation of diluted EPS, as the effect was antidilutive, were not material in any period presented.warrant.

9. STOCKHOLDERS’ EQUITY AND EQUITY COMPENSATION PLANS

Stock Repurchase Program. We currently have a stock repurchase program, approved by our Board, authorizing us to repurchase shares of our common stock from time-to-time as market and business conditions warrant (the “Stock Repurchase Program”). During the third ~~quarters~~quarter and nine months ended September 30, 2023, we repurchased approximately 1,991,000 shares of our common stock for $107.0 million (weighted-average price of $53.73 per share). During the third quarter of 2022 ~~and 2021~~ we repurchased approximately 488,000 shares of our common stock for $27.9 million (weighted-average price of $57.27 per share) ~~and approximately~~ ~~143,000~~ ~~shares of our common stock for $6.7~~ ~~million (weighted-average price of $46.66~~ ~~per share)~~, ~~respectively,~~ and during the nine months ended September 30, 2022 ~~and 2021~~ we repurchased approximately 1,114,000 shares of our common stock for $65.5 million (weighted-average price of $58.80 per share), ~~and~~respectively.

The repurchases during third quarter of 2023 were executed as follows:

•

In August 2023, we entered into an SEC Rule 10b5-1 Plan under which we repurchased approximately ~~438,000~~275,000 shares of our common stock for $~~20.1~~15.0 million (weighted-average price of $~~46.04~~54.65 per share)~~, respectively, under~~. This plan was terminated by us in early September 2023.

•

In September 2023, and concurrent with the pricing of the offering of the 2023 Convertible Notes, we repurchased approximately 1,680,000 million shares of our common stock for $90.1 million (weighted-average price of $53.62 per share) in privately negotiated transactions effected through one of the initial purchasers of the offering or its affiliate, as our agent.

•

In September 2023, we entered into a second SEC Rule 10b5-1 ~~Plan.~~Plan under which we repurchased approximately 36,000 shares of our common stock for $1.9 million (weighted-average price of $52.13 per share). This plan will remain in effect, unless terminated by us or by the provisions of the plan, through the earlier of: (i) December 31, 2024; or (ii) when an aggregate purchase price of $100.0 million of our common stock is repurchased under the plan.

As part of the 2022 Inflation Reduction Act, effective January 1, 2023, a one percent excise tax is imposed on net share repurchases during the year. As of September 30, 2023, we accrued $0.9 million for the excise tax which is included as a cost of treasury stock, however this is not reflected in the share repurchase amounts above.

As of September 30, ~~2022,~~2023, the total remaining number of shares available for repurchase pursuant to the prior authorization (as defined below) under the Stock Repurchase Program totaled ~~2.5~~0.1 million shares. In August 2023, our Board authorized an additional $100.0 million of repurchases under the Stock Repurchase Program in addition to, and after the repurchase of, the remaining 0.1 million shares under the prior authorization.

Stock Repurchases for Tax Withholdings. In addition to the above-mentioned stock repurchases, during the third quarters of ~~2022~~2023 and ~~2021,~~2022, we repurchased and then cancelled approximately 3,000 shares of common stock for $0.1 million and approximately 7,000 shares of common stock for $0.4 million, ~~and approximately~~ ~~2,000~~ ~~shares of common stock for $0.1~~ ~~million,~~ respectively, and during the nine months ended September 30, ~~2022~~2023 and ~~2021~~2022 we repurchased and then cancelled approximately 171,000 shares of common stock for $9.6 million and approximately 132,000 shares of common stock for $8.4 ~~million and approximately~~ ~~115,000~~ ~~shares of common stock for $5.5~~ million, respectively, in connection with minimum tax withholding requirements resulting from the vesting of restricted common stock under our stock incentive plans.

Stock Incentive Plan. In August 2023, we increased the number of shares of our common stock authorized and reserved for issuance under the Amended and Restated 2005 Stock Incentive Plan by 2.9 million shares to a total of 27.9 million shares. This increase was approved by our stockholders at our 2023 Annual Meeting.

Cash Dividends. During the third quarter of 2023, our Board approved a quarterly cash dividend of $0.28 per share of common stock, totaling $8.7 million. During the third quarter of 2022, our Board approved a quarterly cash dividend of $0.265 per share of common stock, totaling $8.4 million. ~~During the third quarter of 2021, our Board approved a quarterly cash dividend of $0.25~~ ~~per share of common stock, totaling $8.1~~ ~~million.~~ Dividends declared for the nine months ended September 30, 2023 and 2022 totaled $26.4 million and ~~2021 totaled~~ $25.4 million, ~~and $24.5~~ ~~million,~~ respectively.

Warrants. In 2014, in conjunction with the execution of an amendment to our agreement with Comcast Corporation (“Comcast”), we issued stock warrants (the “Warrant Agreement”) for the right to purchase up to 2.9 million shares of our common stock (the “Stock Warrants”) as an additional incentive for Comcast to convert customer accounts onto our ~~Advanced Convergent Platform (“ACP”)~~solutions based on various milestones. The Stock Warrants have a ten-year term and an exercise price of $26.68 per warrant.

As of September 30, ~~2022,~~2023, 1.0 million Stock Warrants remain issued, none of which ~~were~~have vested. The remaining unvested Stock Warrants will be accounted for as a customer contract cost asset once the performance conditions necessary for vesting are considered probable.

Stock-Based Awards. A summary of our unvested restricted common stock activity during the quarter and nine months ended September 30, ~~2022~~2023 is as follows (shares in thousands):


	Quarter Ended					Nine Months Ended					Quarter Ended					Nine Months Ended
	September 30, 2022					September 30, 2022					September 30, 2023					September 30, 2023
	Shares			Weighted- Average Grant Date Fair Value		Shares			Weighted- Average Grant Date Fair Value		Shares			Weighted- Average Grant Date Fair Value		Shares			Weighted- Average Grant Date Fair Value
Unvested awards, beginning		1,265		$	53.27		1,206		$	45.22		1,334		$	53.44		1,147		$	53.34
Awards granted		17			57.02		553			63.41		13			53.29		701			51.69
Awards forfeited/cancelled		(67	)		56.07		(162	)		51.90		(69	)		53.07		(99	)		53.30
Awards vested		(24	)		54.72		(406	)		44.50		(9	)		53.17		(480	)		50.30
Unvested awards, ending		1,191		$	53.22		1,191		$	53.22		1,269		$	53.46		1,269		$	53.46

Included in the awards granted during the nine months ended September 30, ~~2022~~2023 are awards issued to members of executive management and certain key employees in the form of: (i) performance-based awards of approximately ~~121,000~~134,000 restricted common stock shares, which vest in the first quarter of ~~2024~~2025 upon meeting certain pre-established financial performance objectives over a two-year performance period; and (ii) market-based awards of approximately ~~40,000~~45,000 restricted common stock shares, which vest in the first quarter of ~~2025~~2026 upon meeting a relative total shareholder return performance achievement tier. Certain of these awards become fully vested upon a change in control, as defined, and the subsequent involuntary termination of employment.

The other restricted common stock shares granted during the nine months ended September 30, ~~2022~~2023 are primarily time-based awards, which vest annually overtwo to three years with no restrictions other than the passage of time. Certain shares of the restricted common stock become fully vested upon a change in control, as defined, involuntary terminations of employment, or death.

We recorded stock-based compensation expense for the third quarters of ~~2022~~2023 and ~~2021~~2022 of $~~8.7~~7.2 million and $~~4.9~~8.7 million, respectively, and for the nine months ended September 30, 2023 and 2022 of $21.3 million and ~~2021 of~~ $20.8 million, ~~and $15.3~~ ~~million,~~ respectively.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The information contained in this MD&A should be read in conjunction with the Financial Statements and Notes thereto included in this Form 10-Q and the audited consolidated financial statements and notes thereto in our ~~2021~~2022 10-K.

Forward-Looking Statements

This report contains a number of forward-looking statements relative to our future plans and our expectations concerning our business and the industries we serve. These forward-looking statements are based on assumptions about a number of important factors and involve risks and uncertainties that could cause actual results to differ materially from estimates contained in the forward-looking statements. Some of the risks that are foreseen by management are outlined within Part I, Item 1A. Risk Factors of our ~~2021~~2022 10-K. Readers are strongly encouraged to review that section closely in conjunction with MD&A.

Company Overview

We are a purpose-driven SaaS platform company that enables large enterprise customers in a wide variety of industry verticals to tackle the ever-growing complexity of business in the digital age. Our industry leading revenue management and digital monetization, customer ~~engagement,~~experience, and payments solutions make ordinary customer experiences extraordinary. Our cloud-first architecture and customer-centric approach help companies around the world acquire, monetize, engage, and retain the B2B (business-to-business), B2C (business-to-consumer), and ~~B2C (business-to-consumer)~~B2B2X (business-to-business-to-consumer) customers. As brands reimagine their engagement strategies in an increasingly connected world, we sit at the center of a complex, multi-sided business model ensuring monetization and customer engagement is handled at all levels of the ecosystem.

We leverage 40 years of experience to deliver innovative customer engagement solutions for every stage of the customer lifecycle so our customers can deliver an outstanding customer experience that adapts to their customers’ rapidly changing demands. Our diverse, worldwide workforce draws from real-world knowledge and extensive expertise to design and implement business solutions that make our customers’ hardest decisions simpler so that they can focus on delivering differentiated and real-time experiences to their customers. As a global technology leader, we aspire to envision, invent, and shape a better, more future-ready world.

We focus our research and development (“R&D”) and acquisition investments on expanding our offerings in a timely and efficient manner to address the complex, transformative needs of our customers. Our scalable, modular, and flexible solutions combined with our domain expertise and our ability to effectively migrate customers to our solutions, provide the industry with proven solutions to improve their profitability and consumers’ experiences. We have specifically architected our solutions to offer a phased, incremental approach to transforming our customers' businesses, thereby reducing the business interruption risk associated with this evolution.

As discussed in Note 2 to our Financial Statements, we generate a majority of our revenue from the global communications markets; however, we serve an expanding group of customers in other markets including retail, healthcare, financial services, insurance, and government entities.

We are a member of the S&P Small Cap 600 and Russell 2000 indices.

~~Acquisition Activity~~

During 2021, we completed the following acquisitions: (i) Tango Telecom Limited (“Tango”) in May; (ii) Kitewheel, LLC (“Kitewheel”) in July; (iii) Keydok in September; and (iv) DGIT in October. Additionally, in July 2021, we obtained a controlling interest in MobileCard. The results of these businesses are included in our 2021 results of operations from the acquisition date forward. As a result, our year-over-year results of operations may not be comparable between periods due to the timing of the transactions. The comparable differences have been described below where relevant or significant.

The 2021 acquired businesses have been operating at a lower operating margin than our organic business operations as time is required to realize the expected synergies, thus, having a dilutive impact on our operating results. In June 2022, our management team, with the support of our Board, decided to dissolve the MobileCard business as it was not meeting its projected targets. See Note 6 to our Financial Statements for further details of the dissolution of MobileCard.

Management Overview of Quarterly Results

Third Quarter Highlights. A summary of our results of operations for the third quarter of ~~2022,~~2023, when compared to the third quarter of ~~2021,~~2022, is as follows (in thousands, except per share amounts and percentages):


	Quarter Ended						Quarter Ended
	September 30, 2022			September 30, 2021			September 30, 2023			September 30, 2022
Revenue	$	273,308		$	263,209		$	286,868		$	273,308
Transaction fees (1)		18,177			16,240			20,314			18,177
Operating Results:
Operating income	$	19,977		$	32,763		$	32,731		$	19,977
Operating income margin		7.3	%		12.4	%
Operating margin percentage								11.4	%		7.3	%
Diluted EPS	$	0.40		$	0.50		$	0.62		$	0.40
Supplemental Data:
Restructuring and reorganization charges (2)	$	14,193		$	209		$	1,152		$	14,193
Executive transition costs		27			-			1,148			27
Acquisition-related costs:
Amortization of acquired intangible assets		3,405			3,213			2,996			3,405
Transaction-related costs		495			435			(40	)		495
Stock-based compensation (2)		8,650			4,945			7,216			8,650
Amortization of OID		-			794
Loss on acquisition of controlling interest (3)		-			6,180

(1)

Transaction fees are primarily comprised of ~~interchange and other payment-related~~ fees ~~that we pay, in conjunction with the delivery of service to customers under our payment services contracts,~~paid to third-party payment processors and financial ~~institutions. Because~~institutions and interchange fees under our payment services contracts. Transaction fees are included in revenue in our Income Statement (and not netted against revenue) because we maintain control and act as the principal over the integrated service provided under our payment services customer ~~contracts, these transaction fees are presented gross, and not netted against revenue.~~contracts.

(2)

Restructuring and reorganization charges ~~includes~~include stock-based compensation, which is not included in the stock-based compensation line in the table above, and depreciation, which has not been recorded to the depreciation line on our Income Statement.

~~(3)~~

During the third quarter of 2021, we acquired a controlling interest in MobileCard (see Note 5 to our Financial Statements). Upon acquisition, we recognized a non-cash loss in other income (expense) related to the fair value remeasurement of the previously held equity investment interest.

Revenue. Revenue for the third quarter of ~~2022~~2023 was ~~$273.3~~$286.9 million, a ~~3.8%~~5.0% increase when compared to revenue of ~~$263.2~~$273.3 million for the third quarter of ~~2021.~~2022. The increase can be ~~primarily~~mainly attributed to the continued growth of our revenue management ~~solutions, with approximately three-fourths of the increase attributed to organic growth resulting mainly from increased payment volumes and conversion of customer accounts onto our~~ solutions.

Operating Results. Operating income for the third quarter of ~~2022~~2023 was $32.7 million, or an 11.4% operating margin percentage, compared to $20.0 million, or a 7.3% operating margin percentage ~~compared to $32.8 million, or a 12.4% operating margin percentage~~ for the third quarter of ~~2021.~~2022. The ~~decrease~~increase in operating income can be mainly attributed to the ~~$14.0~~$13.0 million ~~increase~~decrease in restructuring and reorganization ~~charges.~~charges between years.

Diluted EPS.Diluted EPS for the third quarter of ~~2022~~2023 was ~~$0.40~~$0.62 compared to ~~$0.50~~$0.40 for the third quarter of ~~2021,~~2022, with the ~~decrease~~increase mainly attributed to the ~~increase in restructuring and reorganization charges, discussed below, offset by a $6.2 million loss recorded~~higher operating income in the third quarter of ~~2021 related to us obtaining a controlling interest in MobileCard.~~2023, discussed above.

Cash and Cash Flows. As of September 30, ~~2022,~~2023, we had cash, cash equivalents, and short-term investments of ~~$147.3~~$146.7 million, as compared to ~~$135.0~~$146.2 million as of June 30, ~~2022,~~2023, and ~~$233.7~~$150.4 million as of December 31, ~~2021.~~2022. Our cash flows ~~from~~provided by operating activities for the third quarter ~~ended September 30, 2022~~of 2023 were ~~$22.8~~$24.6 million. See the Liquidity section below for further discussion of our cash flows.

Significant Customer Relationships

Customer Concentration.A large percentage of our historical revenue has been generated from our two largest customers, which are Charter ~~Corporation~~Communications Inc. (“Charter”) and Comcast.

Revenue from these customers for the indicated periods was as follows (in thousands, except percentages):


	Quarter Ended															Quarter Ended
	September 30, 2022					June 30, 2022					September 30, 2021					September 30, 2023					June 30, 2023					September 30, 2022
	Amount		% of Revenue			Amount		% of Revenue			Amount		% of Revenue			Amount		% of Revenue			Amount		% of Revenue			Amount		% of Revenue
Charter	$	57,974		21	%	$	53,173		20	%	$	55,332		21	%	$	59,432		21	%	$	60,175		21	%	$	57,974		21	%
Comcast		53,533		20	%		52,919		20	%		53,840		20	%		53,653		19	%		53,757		19	%		53,533		20	%

During the first quarter of 2023 we completed the consolidation of Charter's residential and small and medium business internet, video, and landline voice customers that began in late 2021.

The percentages of net billed accounts receivable balances attributable to our largest customers as of the indicated dates were as follows:


	As of									As of
	September 30, 2022			June 30, 2022			December 31, 2021			September 30, 2023			June 30, 2023			December 31, 2022
Charter		24	%		23	%		23	%		21	%		23	%		22	%
Comcast		20	%		20	%		20	%		17	%		18	%		17	%

~~See our 2021 10-K for additional discussion of our business relationships and contractual terms with Comcast and~~ Charter. In April 2023, we entered into an Amended and Restated CSG Master Subscriber Management System Agreement (the “Agreement”) with Charter. The primary purpose of the Agreement was to consolidate the previous agreement and amendments with Charter into one document. The Agreement formalized the extension of the term through March 31, 2028, from December 31, 2027, as was contemplated in the previous agreement, in connection with the final conversion of Charter’s customer accounts, discussed above. The Agreement continues to provide that the term will automatically be extended for an additional one-year term, subject to Charter achieving certain conditional processing minimums on July 1, 2027, unless Charter provides us with written notice of non-renewal. All other material terms, provisions, and conditions of the previous agreement remain unchanged.

A copy of the Agreement, with confidential information redacted, is included as Exhibit 10.25 in our periodic filings with the SEC.

Comcast. On June 29, 2023, Comcast exercised their option to extend the term of their processing and other related solutions agreement through December 31, 2025, which aligns with the term of their print and mail services agreement. Terms of the processing agreement extension remain consistent with the financial terms and obligations under the original agreement.

A copy of the Comcast agreement and related amendments, with confidential information redacted, is included in the exhibits to our periodic filings with the SEC.

Risk of Customer Concentration. We expect to continue to generate a significant percentage of our future revenue from our largest ~~customers mentioned above.~~customers. There are inherent risks whenever a large percentage of total revenue ~~are~~is concentrated with a limited number of customers. Should a significant customer: (i) terminate or fail to renew their contracts with us, in whole or in part, for any reason; (ii) significantly reduce the number of customer accounts processed on our solutions, the price paid for our services, or the scope of services that we provide; or (iii) experience significant financial or operating difficulties, it could have a material adverse effect on our financial condition and results of operations.

Critical Accounting Policies

The preparation of our Financial Statements in conformity with U.S. GAAP requires us to select appropriate accounting policies, and to make judgments and estimates affecting the application of those accounting policies. In applying our accounting policies, different business conditions or the use of different assumptions may result in materially different amounts reported in our Financial Statements.

We have identified the most critical accounting policies that affect our financial position and the results of our operations. Those critical accounting policies were determined by considering the accounting policies that involve the most complex or subjective decisions or assessments. The most critical accounting policies identified relate to the following items: (i) revenue recognition; (ii) impairment assessments of long-lived assets; (iii) income taxes; and (iv) loss contingencies. These critical accounting policies, as well as our other significant accounting policies, are discussed in our ~~2021~~2022 10-K.

Results of Operations

Revenue. Total revenue for the: (i) third quarter of ~~2022~~2023 was ~~$273.3~~$286.9 million, a ~~3.8%~~5.0% increase when compared to ~~$263.2~~$273.3 million for the third quarter of ~~2021;~~2022; and (ii) nine months ended September 30, ~~2022~~2023 was ~~$799.9~~$871.9 million, a ~~3.7%~~9.0% increase when compared to ~~$771.5~~$799.9 million for the nine months ended September 30, ~~2021.~~2022. These ~~year-over-year~~ increases in revenue ~~can be~~are primarily attributed to the continued growth of our revenue management solutions ~~with approximately three-fourths of the increase attributed to organic~~as we generated continued year-over-year growth ~~resulting~~in our SaaS and related solutions revenue driven mainly ~~from increased payments volume, conversions~~by conversion of customer accounts onto our solutions, increased usage of our other ancillary services, and ~~increased professional~~higher payment volumes. Additionally, the first quarter of 2023 saw strong software and services revenue ~~related~~due to ~~implementation projects.~~the timing of the closure of software license upgrades and from our communication design and delivery centers. In ~~June 2022,~~the first quarter of 2023, we ~~successfully converted approximately six million Charter~~also completed the final conversions of Charter's customer accounts onto our ~~revenue management platform.~~platforms, converting over nine million customer accounts since June 2022 and more than fourteen million in total.

We use the location of the customer as the basis of attributing revenue to individual countries. Revenue by geographic regions for the third quarters and nine months ended September 30, ~~2022~~2023 and ~~2021~~2022 was as follows (in thousands):


	Quarter Ended				Nine Months Ended
	September 30,				September 30,				Quarter Ended				Nine Months Ended
	2022		2021		2022		2021		September 30, 2023		September 30, 2022		September 30, 2023		September 30, 2022
Americas (principally the U.S.)	$	233,733	$	223,057	$	679,002	$	658,064	$	246,880	$	233,733	$	746,299	$	679,002
Europe, Middle East, and Africa		28,336		30,770		88,878		82,995		25,502		28,336		88,795		88,878
Asia Pacific		11,239		9,382		31,996		30,403		14,486		11,239		36,840		31,996
Total revenue	$	273,308	$	263,209	$	799,876	$	771,462	$	286,868	$	273,308	$	871,934	$	799,876

Total Operating Expenses. Total operating expenses for the: (i) third quarter of ~~2022~~2023 were ~~$253.3~~$254.1 million, a ~~9.9%~~0.3% increase when compared to ~~$230.4~~$253.3 million for the third quarter of ~~2021;~~2022; and (ii) nine months ended September 30, ~~2022~~2023 were ~~$756.2~~$772.8 million, a ~~12.0%~~2.2% increase when compared to ~~$675.2~~$756.2 million for the nine months ended September 30, ~~2021. These~~2022. The increases ~~can be mainly attributed~~in total operating expenses are reflective of the higher revenue between periods, to include increased employee-related costs, partially offset by the decreases in restructuring and reorganization ~~costs,~~charges, discussed below, the additional expenses incurred by the 2021 acquired businesses, inflationary and supply-chain pressures, increased staffing related to recently closed large deals and future projects, and increased travel expenses.below.

The components of total operating expenses are discussed in more detail below.

Cost of Revenue (Exclusive of Depreciation). The cost of revenue for the: (i) third quarter of ~~2022~~2023 was ~~$138.5~~$152.7 million, a ~~2.8%~~10.3% increase when compared to ~~$134.7~~$138.5 million for the third quarter of ~~2021;~~2022; and (ii) nine months ended September 30, ~~2022~~2023 was ~~$415.0~~$458.9 million, a ~~3.4%~~10.6% increase when compared to ~~$401.2~~$415.0 million for the nine months ended September 30, ~~2021. These increases~~2022. The increase in cost of revenue between periods ~~are~~is reflective of the increase in revenue year-over-year, ~~and can be mainly attributed~~ to ~~higher~~include increased employee-related ~~costs, including increased staffing from the 2021 acquired businesses.~~costs. Total cost of revenue as a percentage of revenue for the: (i) third quarters of 2023 and 2022 was 53.2% and ~~2021 was~~ 50.7% ~~and 51.2%~~, respectively; and (ii) nine months ended September 30, 2023 and 2022 was 52.6% and ~~2021 was~~ 51.9% ~~and 52.0%~~, respectively.

R&D Expense (Exclusive of Depreciation). R&D expense for ~~the~~the: (i) third quarter of ~~2022~~2023 was ~~$35.8~~$35.3 million, a ~~4.0% increase~~1.3% decrease when compared to ~~$34.4~~$35.8 million for the third quarter of ~~2021;~~2022; and (ii) nine months ended September 30, ~~2022~~2023 was ~~$103.4~~$107.4 million, a ~~4.0%~~3.9% increase when compared to ~~$99.4~~$103.4 million for the nine months ended September 30, ~~2021, with the increases~~2022. The year-to-date increase in R&D expense is mainly attributed to ~~the development activities of the acquired businesses.~~higher employee-related costs. As a percentage of total revenue, R&D expense for the: (i) third quarters of 2023 and 2022 was 12.3% and ~~2021 was~~ 13.1%, ~~for both periods;~~respectively; and (ii) nine months ended September 30, 2023 and 2022 was 12.3% and ~~2021 was~~ 12.9%, ~~for both periods.~~respectively.

Our R&D efforts are focused on the ~~continued~~ evolution of our solutions that enable our customers ~~worldwide~~ to ~~provide a more personalized experience while introducing~~launch, monetize, and scale new digital ~~products~~services quickly and ~~services. This includes the continued investment in our products and integration of the recently acquired assets into our solutions.~~across any channel, while delivering an exceptional customer experience.

Selling, General, and Administrative ("SG&A&A") Expense (Exclusive of Depreciation). SG&A expense for the: (i) third quarter of ~~2022~~2023 was ~~$59.0~~$59.1 million, ~~a 7.5% increase~~relatively consistent when compared to ~~$54.9~~$59.0 million for the third quarter of ~~2021;~~2022; and (ii) nine months ended September 30, ~~2022~~2023 was ~~$173.8~~$180.9 million, a ~~13.6%~~4.1% increase when compared to ~~$153.0~~$173.8 million for the nine months ended September 30, ~~2021. These increases~~2022. The year-to-date increase in SG&A expense ~~are~~is primarily attributed to increases in employee-related costs, to include ~~the SG&A expense associated with the 2021 acquired businesses, wage inflation, increased travel expense, and increased investments~~incentive compensation, offset to a certain degree by lower building related costs due to our office closures in ~~items such as cyber-security, ESG, and DE&I initiatives. Additionally, SG&A for the nine months ended September 30, 2022 includes $1.3 million of executive transition costs.~~2022. Our SG&A costs as a percentage of total revenue for the: (i) third quarters of 2023 and 2022 were 20.6% and ~~2021 were~~ 21.6% ~~and 20.9%~~, respectively; and (ii) nine months ended September 30, 2023 and 2022 were 20.8% and ~~2021 were~~ 21.7% ~~and 19.8%~~, respectively.

Restructuring and Reorganization Charges. Restructuring and reorganization charges for the: (i) third quarter of ~~2022~~2023 were ~~$14.2~~$1.2 million, a ~~$14.0~~$13.0 million ~~increase~~decrease when compared to ~~$0.2~~$14.2 million for the third quarter of ~~2021;~~2022; and (ii) nine months ended September 30, ~~2022~~2023 were ~~$46.3~~$8.4 million, a ~~$43.3~~$37.9 million ~~increase~~decrease when compared to ~~$3.0~~$46.3 million for the nine months ended September 30, ~~2021.~~2022. The restructuring and reorganization charges for the third quarter and nine months ended September 30, ~~2022~~2023 relate mainly to the following:

•

a reduction in workforce resulting in restructuring charges related to involuntary terminations of $0.4 million and $3.8 million, respectively;

•

real estate restructuring charges to include impairment charges of ~~$5.7 million~~zero and ~~$23.0 million, respectively, and accelerated depreciation of $1.7 million and $4.1~~$0.5 million, respectively, as we continue to rationalize our real estate footprint to reflect our flexible work ~~approach;~~approach, and three lease modifications at previously closed locations resulting in earlier termination dates, resulting in gains of $0.5 million and $4.3 million, respectively;

•

exit of a reseller agreement that was acquired with the acquisition of Forte Payment Systems, Inc. in 2018 resulting in $3.6 million of expense in the second quarter of 2023; and

•

net impairment charges of ~~$7.0~~$1.2 million recorded in the ~~second~~first quarter of ~~2022~~2023 related to the dissolution of ~~our controlling interest in MobileCard, discussed above; and~~

•

~~reduction in workforce resulting in restructuring charges related to involuntary terminations of $3.9 million and $7.6 million, respectively.~~the Keydok business.

See Note 6 to our Financial Statements for additional discussion.

Operating Income. Operating income for the: (i) third quarter of ~~2022~~2023 was ~~$20.0~~$32.7 million, or ~~7.3%~~11.4% of total revenue, compared to ~~$32.8~~$20.0 million, or ~~12.4%~~7.3% of total revenue for the third quarter of ~~2021;~~2022; and (ii) nine months ended September 30, ~~2022~~2023 was ~~$43.7~~$99.1 million, or ~~5.5%~~11.4% of total revenue, compared to ~~$96.3~~$43.7 million, or ~~12.5%~~5.5% of total revenue, for the nine months ended September 30, ~~2021.~~2022. The ~~decreases~~increase in operating income ~~and operating income margin~~ can be ~~primarily~~mainly attributed to ~~the increased~~lower restructuring and reorganization ~~charges. Additionally,~~charges, discussed above, with the year-to-date increase also attributed to higher revenue and improved profitability.

Interest Expense. Interest expense for the: (i) third quarter of 2023 was $8.0 million, a $3.7 million increase when compared to $4.3 million for the third quarter of 2022; and (ii) nine months ended September 30, 2023 was $23.1 million, a $12.8 million increase when compared to $10.3 million for the nine months ended September 30, 2022. Our interest expense relates primarily to our 2021 Credit Agreement. The increase in interest expense between periods can be attributed to rising interest rates and a higher average outstanding debt balance during ~~the first half~~2023.

See Note 4 to our Financial Statements for additional discussion of 2022 we began to see significant margin pressure from the dilutive impact of the 2021 acquired businesses, as well as general inflationary and supply-chain pressures, increased staffing related to recently closed large deals and future projects, and increased travel expenses. As a result of these margin pressures, we implemented a margin improvement initiative.our long-term debt.

Loss on Derivative Liability Upon Debt ~~Conversion.~~ Conversion. In March 2022, we settled our 2016 Convertible Notes for approximately $242 million in cash. As a result of the conversion of the 2016 Convertible Notes, we recognized a $7.5 million loss on a derivative liability related to the change in our stock price over the ~~Observation Period~~observation period prior to settlement. ~~See Note 4 to our Financial Statements for further discussion.~~

Other, ~~net.~~ net. Other, net for the: (i) third quarter of ~~2022~~2023 was $0.8 million of other income, a $2.0 million change when compared to $2.8 million of other income ~~a $8.7 million change when compared to $5.9 million of other expense~~ for the third quarter of ~~2021;~~2022; and (ii) nine months ended September 30, ~~2022~~2023 was $3.0 million of other expense, a $9.0 million change when compared to $6.0 million of other income ~~a $12.5 million change when compared to $6.5 million of other expense~~ for the nine months ended September 30, ~~2021. The other income in~~ 2022, iswith the changes primarily ~~the result of~~attributed to foreign currency transaction gains due to the continued strengthening of the U.S. dollar. The other expense in 2021 is due primarily to an additional investment that we made in MobileCard during the third quarter of 2021 (see Note 5 to our Financial Statements), resulting in a controlling interest of the company. Upon obtaining control of MobileCard, the fair value of our pre-existing equity investment was remeasured, resulting in a $6.2 million non-cash loss as of the acquisition date.movements.

Income Tax Provision. The effective income tax rates for the third quarters and nine months ended September 30, ~~2022~~2023 and ~~2021~~2022 were as follows:

Quarter Ended

Nine Months Ended

September 30,

September 30,

2022

2021

2022

2021

33
%

28
%

26
%

28
%


Quarter Ended						Nine Months Ended
September 30, 2023			September 30, 2022			September 30, 2023			September 30, 2022
	30	%		33	%		29	%		26	%

Our estimated full year 2023 effective income tax rate is approximately 29%.

The effective income tax rate for the third quarter of 2022 was impacted by the timing of certain discrete tax items during the quarter. ~~Our estimated~~The full year 2022 effective income tax rate ~~is approximately 29%~~was 28%.

Liquidity

Cash and Liquidity. As of September 30, ~~2022,~~2023, our principal sources of liquidity included cash, cash equivalents, and short-term investments of ~~$147.3~~$146.7 million, compared to ~~$135.0~~$146.2 million as of June 30, ~~2022,~~2023, and ~~$233.7~~$150.4 million as of December 31, ~~2021.~~2022. We generally invest our excess cash balances in low-risk, short-term investments to limit our exposure to market and credit risks.

As part of our 2021 Credit Agreement, we have a $450.0 million senior secured revolving loan facility with a syndicate of financial institutions that expires in September 2026. As of September 30, ~~2022,~~2023, we had ~~$290.0~~$15.0 million outstanding on ~~our~~the 2021 Revolver, ~~which includes an additional $45.0 million borrowed during the third quarter of 2022. We currently have $160.0~~leaving $435.0 million available to us. The 2021 Credit Agreement contains customary affirmative, ~~covenants~~negative, and financial covenants. As of September 30, ~~2022,~~2023, and the date of this filing, we believe that we are in compliance with the provisions of the 2021 Credit Agreement.

Our cash, cash equivalents, and short-term investment balances as of the end of the indicated periods were located in the following geographical regions (in thousands):


	September 30,		December 31,
	2022		2021		September 30, 2023		December 31, 2022
Americas (principally the U.S.)	$	89,182	$	164,561	$	108,705	$	91,569
Europe, Middle East and Africa		47,778		56,368		24,950		49,099
Asia Pacific		10,300		12,743		13,075		9,768
Total cash, equivalents and short-term investments	$	147,260	$	233,672
Total cash, equivalents, and short-term investments					$	146,730	$	150,436

We generally have ready access to substantially all of our cash, cash equivalents, and short-term investment balances, but may face limitations on moving cash out of certain foreign jurisdictions due to currency controls and potential negative economic consequences.

As of September 30, 2023 and December 31, 2022, we had ~~$1.5~~$1.2 million and $1.0 million, respectively, of cash restricted as to use primarily to collateralize guarantees and outstanding letters of credit included in our total cash, cash equivalents, and short-term investments balance.

~~Additionally,~~ In addition, as of September 30, ~~2022~~2023 and December 31, ~~2021,~~2022, we had ~~$172.6~~$193.4 million and ~~$186.3~~$238.7 million, respectively, of settlement and merchant reserve ~~assets. These funds~~assets which are ~~held~~deemed restricted due to contractual restrictions with ~~major financial institutions~~the merchants and ~~while not legally or contractually restricted,~~restrictions arising from our policy and intention. It has historically been our policy to segregate settlement and merchant reserve assets from our operating cash balances and we intend to continue to do ~~hold these funds in separate accounts, and classify them as restricted cash in our Statements of Cash Flows.~~so.

Cash Flows from Operating Activities. We calculate our cash flows from operating activities beginning with net income, adding back the impact of non-cash items or non-operating activity (e.g., depreciation, amortization, impairments, gains/losses on items such as investments, lease modifications, and debt ~~extinguishments,~~extinguishments/conversions, unrealized foreign currency gain/losses, deferred income taxes, stock-based compensation, etc.), and then factoring in the impact of changes in operating assets and liabilities. See our ~~2021~~2022 10-K for a description of the primary uses and sources of our cash flows from operating activities.

Our cash flows from operating activities, broken out between operations and changes in operating assets and liabilities, for the indicated quarterly periods are as follows (in thousands):


						Net Cash								Net Cash
			Changes in			Provided by					Changes in			Provided by
			Operating			(Used In) Operating					Operating			(Used In) Operating
			Assets and			Activities –					Assets and			Activities –
	Operations		Liabilities			Totals			Operations		Liabilities			Totals
Cash Flows from Operating Activities:
2022:
March 31 (1)(2)	$	49,687	$	(55,236	)	$	(5,549	)
2023:
March 31 (1)									$	50,158	$	(34,761	)	$	15,397
June 30 ~~(4)~~		36,881		(44,597	)		(7,716	)		26,539		(14,153	)		12,386
September 30 (2)		35,852		(13,014	)		22,838
September 30										34,618		(10,036	)		24,582
Total	$	122,420	$	(112,847	)	$	9,573		$	111,315	$	(58,950	)	$	52,365

2021:
March 31 (1)(3)	$	49,377	$	(51,601	)	$	(2,224	)
2022:
March 31 (1)									$	49,687	$	(55,236	)	$	(5,549	)
June 30(2)		42,707		1,746			44,453			36,881		(44,597	)		(7,716	)
September 30		42,197		3,883			46,080			35,852		(13,014	)		22,838
Total	$	134,281	$	(45,972	)	$	88,309		$	122,420	$	(112,847	)	$	9,573

(1)

Cash flows from operating activities for the first quarters of ~~2022~~2023 and ~~2021~~2022 reflect the impact of the payment of the ~~2021~~2022 and ~~2020~~2021 year-end accrued employee incentive compensation in the first quarter subsequent to the year-end accrual for these items.

(2)

Cash flows from operating activities were negatively impacted by the capitalization of certain R&D expenses for tax purposes, as required by the 2017 Tax Cuts and Jobs Act beginning in 2022. The negative impact of this change for the first, second, and third quarters of 2022 resulted in a net use of cash for our deferred income taxes of approximately $8 million, $7 million, and $7 million, respectively.

~~(3)~~

Cash flows from operating activities for the first quarter of 2021 were negatively impacted by the timing of a certain recurring key customer payment that was delayed and received subsequent to quarter-end, of approximately $26 million.

~~(4)~~

~~Cash flows from operating activities~~ for the second quarter of 2022 ~~was~~were negatively impacted by unfavorable changes in working capital, which can be mainly be attributed to timing.

Variations in our net cash provided by/(used inin) operating activities are generally related to the changes in our operating assets and liabilities (related mostly to fluctuations in timing at quarter-end of customer payments and changes in accrued ~~employee-related~~ expenses), and generally over longer periods of time, do not significantly impact our cash flows from operations.

Significant fluctuations in key operating assets and liabilities between ~~2022~~2023 and ~~2021~~2022 that impacted our cash flows from operating activities are as follows:

Billed Trade Accounts Receivable

Management of our billed accounts receivable is one of the primary factors in maintaining strong cash flows from operating activities. Our billed trade accounts receivable balance includes significant billings for several non-revenue items (primarily postage, sales tax, and deferred revenue items). As a result, we evaluate our performance in collecting our accounts receivable through our calculation of days billings outstanding (“DBO”) rather than a typical days sales outstanding (“DSO”) calculation.

Our gross and net billed trade accounts receivable and related allowance for doubtful accounts receivable (“Allowance”) as of the end of the indicated quarterly periods, and the related DBOs for the quarters then ended, are as follows (in thousands, except DBOs):


Quarter Ended	Gross		Allowance			Net Billed		DBOs		Gross		Allowance			Net Billed		DBOs
2023:
March 31										$	261,028	$	(5,254	)	$	255,774		68
June 30											260,928		(4,618	)		256,310		65
September 30											279,892		(4,731	)		275,161		66

2022:
March 31	$	243,292	$	(4,924	)	$	238,368		70	$	243,292	$	(4,924	)	$	238,368		70
June 30		241,682		(5,105	)		236,577		66		241,682		(5,105	)		236,577		66
September 30		243,829		(4,998	)		238,831		66		243,829		(4,998	)		238,831		66

2021:
March 31	$	250,743	$	(3,718	)	$	247,025		70
June 30		226,774		(3,546	)		223,228		68
September 30		246,317		(3,157	)		243,160		65

As of September 30, ~~2022~~2023 and ~~2021,~~2022, approximately 93% ~~and 97%~~, ~~respectively,~~for both periods, of our net billed accounts receivable balance were less than 60 days past due.

We may experience adverse impacts to our DBOs if and when customer payment delays occur. However, these recurring monthly payments that cross a reporting period-end do not raise any collectability concerns, as payment is generally received subsequent to quarter-end. All other changes in our gross and net billed accounts receivable reflect the normal fluctuations in the timing of customer payments at quarter-end, as evidenced by our relatively consistent DBO metric.

As a global provider of solutions and services, a portion of our accounts receivable balance relates to international customers. This diversity in the geographic composition of our customer base may adversely impact our DBOs as longer billing cycles (i.e., billing terms and cash collection cycles) are an inherent characteristic of international transactions. For example, our ability to invoice and collect arrangement fees may be dependent upon, among other things: (i) the completion of various customer administrative matters, local country billing protocols and processes (including local cultural differences), and non-customer administrative matters; (ii) meeting certain contractual invoicing milestones; (iii) the overall project status in certain situations in which we act as a subcontractor to another vendor on a project; or (iv) due to currency controls in certain foreign jurisdictions.

Unbilled Trade Accounts Receivable

Unbilled trade accounts receivable increased ~~$15.3~~$30.8 million to ~~$51.1~~$83.6 million as of September 30, ~~2022,~~2023, from ~~$35.8~~$52.8 million as of December 31, ~~2021,~~2022, due primarily to large implementation projects where various milestone and contractual billing dates have not yet been reached or delayed. Unbilled accounts receivable are an inherent characteristic of certain software and services transactions and may fluctuate between quarters, as these ~~type~~types of transactions typically have scheduled invoicing terms over several quarters, as well as certain milestone billing events.

~~Accrued Employee Compensation~~

Accrued employee compensation decreased $39.6 million to $51.5 million as of September 30, 2022, from $91.1 million as of December 31, 2021, due primarily to the payment of the 2021 employee incentive compensation during the first quarter of 2022 that was fully accrued at December 31, 2021.

~~Income Taxes Payable/Receivable~~

Net income taxes payable/receivable (current and non-current) at September 30, 2022 was a net income taxes receivable balance of $9.0 million, compared to $2.0 million at December 31, 2021. This net $7.0 million change is primarily due to the timing of our estimated Federal and state income tax payments.

Cash Flows from Investing Activities. Our typical investing activities consist of purchases/sales of short-term investments and purchases of software, property and equipment, which are discussed below. Additionally, during the nine months ended September 30, 2021, we made the following cash payments for acquisitions: (i) Tango for approximately $11 million, net of cash acquired; (ii) Kitewheel for approximately $34 million; and (iii) Keydok for approximately $1 million. We also made an investment in MobileCard of approximately $6 million.

Purchases/Sales of Short-Term Investments

During the nine months ended September 30, 2023 and 2022, ~~and 2021,~~ we ~~purchased zero and $57.7 million, respectively, and~~ sold (or had mature) ~~$27.4~~$0.1 million and ~~$80.1~~$27.4 million, respectively, of short-term investments. We continually evaluate the appropriate mix of our investment of excess cash balances between cash equivalents and short-term investments in order to maximize our investment returns and liquidity.

Purchases of Software, Property and Equipment

Our capital expenditures for the nine months ended September 30, ~~2022~~2023 and ~~2021~~2022 for software, property and equipment were ~~$31.6~~$22.9 million and ~~$22.5~~$31.6 million, respectively, and consisted principally of investments in: (i) ~~facilities~~communication design and ~~internal infrastructure items at our statement production~~delivery center equipment and ~~mailing facilities;~~infrastructure; (ii) ~~computer hardware,~~ software and related equipment; (iii) computer hardware; and ~~(iii) statement production equipment.~~(iv) leasehold improvements and related infrastructure for our new corporate headquarters.

Cash Flows from Financing Activities. Our financing activities typically consist of activities associated with our common stock, long-term debt, and settlement and merchant reserve ~~activity.~~activity, discussed below. Additionally, during the nine months ended September 30, ~~2022,~~2023, we made the ~~first~~following deferred acquisition payments: (i) Kitewheel deferred purchase price payment ~~for approximately $2~~of $2.0 million; and (ii) DGIT earn-out and escrowed payments of $1.2 million.

Cash Dividends Paid on Common Stock

During the nine months ended September 30, ~~2022~~2023 and ~~2021,~~2022, the Board approved dividends totaling ~~$25.4~~$26.4 million and ~~$24.5~~$25.4 million, respectively, and we made dividend payments of $26.2 million and $25.4 million, ~~and $24.7 million,~~ respectively, ~~through September 30, 2022 and 2021,~~ with the differences between the amount approved and paid attributed to ~~previously approved~~ dividends on accrued unvested incentive shares that are paid upon ~~vesting of those shares.~~vesting.

Repurchase of Common Stock

During the nine months ended September 30, ~~2022~~2023 and ~~2021,~~2022, we repurchased approximately ~~1,114,000~~1,991,000 and ~~438,000~~1,114,000 shares of our common stock, respectively, under the guidelines of our Stock Repurchase Program for ~~$65.5~~$107.0 million and ~~$20.1~~$65.5 million, respectively.

Outside of our Stock Repurchase Program, during the nine months ended September 30, ~~2022~~2023 and ~~2021,~~2022, we repurchased from our employees and then cancelled approximately ~~132,000~~171,000 and ~~115,000~~132,000 shares of our common stock, respectively, for ~~$8.4~~$9.6 million and ~~$5.4~~$8.4 million, respectively, in connection with minimum tax withholding requirements resulting from the vesting of restricted common stock under our stock incentive plans.

~~During~~Through the nine months ended September 30, ~~2022~~2023 and ~~2021,~~2022, we have paid ~~$73.4.million~~$116.4 million and ~~$25.6~~$73.4 million, respectively, for our total repurchases of common stock, with the differences when compared to the amounts ~~accrued~~purchased attributed to the timing of the settlement.

See Note 9 to our Financial Statements for additional discussion of our repurchases of common stock.

Long-term Debt

During the nine months ended September 30, ~~2022,~~2023, we borrowed ~~$245.0~~$45.0 million ~~from~~under our 2021 Revolver ~~to settle our 2016 Convertible Notes for $242.3 million, and $45.0 million~~ for general corporate ~~purposes.~~

purposes and subsequently repaid $30.0 million. In September ~~2021,~~2023, we ~~refinanced our 2018 Credit Agreement~~issued the 2023 Convertible Notes offering and asreceived proceeds of $425.0 million. We used a ~~result, we repaid the outstanding principal balance~~portion of ~~$120.0 million and borrowed $150.0 million under the 2021 Credit Agreement, resulting in a net increase of available cash of $30.0 million. As part of the refinancing, we paid $3.0~~these proceeds to repay $275.0 million of ~~deferred financing costs.~~our 2021 Revolver balance and pay the $34.3 million premiums for the Capped Call Transactions.

Additionally, during the nine months ended September 30, 2023, we paid deferred financing costs of $13.5 million, of which $13.0 million related to the 2023 Convertible Notes and $0.5 million related to the Second Amendment to the 2021 Credit Agreement.

During the nine months ended September 30, 2022, we borrowed $290.0 million under our 2021 Revolver using $242.3 million to settle our 2016 Convertible Notes, and ~~2021,~~the remainder for general corporate purposes.

Additionally, during the nine months ended September 30, 2023 and 2022, we made principal repayments on our 2021 Term Loan of $5.6 million ~~and $126.6 million, respectively.~~during each period.

See Note 4 to our Financial Statements for additional discussion of our long-term debt.

Settlement and Merchant Reserve Activity

During the nine months ended September 30, ~~2022~~2023 and ~~2021,~~2022, we had net settlement and merchant reserve activity of ~~$13.9~~($46.2) million and ~~$7.7~~($13.9) million, respectively, related to the cash collected, held on behalf, and paid to our ~~customers~~merchants related to our payment processing services and the net change in deposits held on behalf of our merchants. These balances can significantly fluctuate between periods due to activity at the end of the period and the day in which the period ends.

See Note 2 to our Financial Statements for additional discussion of our settlement and merchant reserves.

Off-Balance Sheet Arrangements

Our off-balance sheet arrangements are mainly limited to money transmitter bonds, bid bonds, and performance bonds. These arrangements do not have a material impact and are not reasonably likely to have a material future impact to our financial condition, results of operation, liquidity, capital expenditures, or capital resources. See Note 7 to our Financial Statements for additional information on these guarantees.

Capital Resources

The following are the key items to consider in assessing our sources and uses of capital resources:

Current Sources of Capital Resources. Below are the key items to consider in assessing our current sources of capital resources:

•

Cash, Cash Equivalents, and Short-term Investments. As of September 30, ~~2022,~~2023, we had cash, cash equivalents, and short-term investments of ~~$147.3~~$146.7 million, of which approximately ~~55% are~~69% is in U.S. dollars and held in the U.S. Included in cash and cash equivalents is ~~$1.5~~$1.2 million of restricted cash. For the remainder of the monies denominated in foreign currencies and/or located outside the U.S., we do not anticipate any material amounts being unavailable for use in funding our business, but may face limitations on moving cash out of certain foreign jurisdictions due to currency controls and potential negative economic consequences.

•

Operating Cash Flows. As described in the Liquidity section above, we believe we have the ability to generate strong cash flows to fund our operating activities and act as a source of funds for our capital resource needs, although we may experience quarterly variations in our cash flows from operations related to the changes in our operating assets and liabilities.

•

Revolving ~~Credit~~Loan Facility. As part of our 2021 Credit Agreement, we have a ~~$450~~$450.0 million revolving loan facility, our 2021 Revolver. As of September 30, ~~2022,~~2023, we had ~~$290~~$15.0 million outstanding on our 2021 Revolver, ~~and have $160~~leaving $435.0 million available to us. Our long-term debt obligations are discussed in more detail in Note 4 to our Financial Statements.

Uses/Potential Uses of Capital Resources. Below are the key items to consider in assessing our uses/potential uses of capital resources:

•

Common Stock Repurchases. We have made repurchases of our common stock in the past under our Stock Repurchase Program. As of September 30, ~~2022, we had 2.5~~2023, the total remaining number of shares available for repurchase pursuant to the prior authorization under the Stock Repurchase Program totaled 0.1 million shares. In August 2023, our Board authorized an additional $100.0 million of repurchases under the Stock Repurchase Program in addition to, and after the repurchase of, the remaining 0.1 million shares ~~authorized for repurchase remaining~~ under ~~our Stock Repurchase Program.~~the prior authorization. Our 2021 Credit Agreement places certain limitations on our ability to repurchase our common stock.

Under our Stock Repurchase Program, we may repurchase shares in the open market or in privately negotiated transactions, including through an accelerated stock repurchase plan or under a SEC Rule 10b5-1 plan. The actual timing and amount of share repurchases are dependent on the current market conditions and other business-related factors. Our common stock repurchases are discussed in more detail in Note 9 to our Financial Statements.

During the nine months ended September 30, ~~2022,~~2023, we repurchased approximately ~~1,114,000~~1,991,000 shares of our common stock for ~~$65.5~~$107.0 million (weighted-average price of ~~$58.80~~$53.73 per share).

Outside of our Stock Repurchase Program, during the nine months ended September 30, ~~2022,~~2023, we repurchased from our employees and then cancelled approximately ~~132,000~~171,000 shares of our common stock for ~~$8.4~~$9.6 million in connection with minimum tax withholding requirements resulting from the vesting of restricted common stock under our stock incentive plans.

•

~~Executive Transition.~~ In 2020, we entered into a Separation Agreement with our former President and CEO which included a commitment to pay additional compensation of approximately $7 million, for which approximately $5 million was paid in 2021 and approximately $2 million was paid in the first quarter of 2022.

•

Cash Dividends. During the nine months ended September 30, ~~2022,~~2023, the Board declared dividends totaling ~~$25.4~~$26.4 million. Going forward, we expect to pay cash dividends each year in March, June, September, and December, with the amount and timing subject to the Board’s approval.

•

Acquisitions. As a result of our ~~recent~~ acquisition activity, we have the following potential future obligations:

The 2020 acquisition of Tekzenit includes Provisional Purchase Price payments in the form of earn-out and qualified sales payments for up to $10.0 million over a measurement period through March 31, 2023. As of September 30, 2022, we have $0.6 million accrued related to the contingent purchase price payments and have not accrued any amounts related to the post-acquisition compensation payments due to the uncertainty of payment.

~~The~~ 2021 Kitewheel, LLC purchase acquisition agreement includes deferred purchase price ~~payments of $6.0 million.~~payments. During the third quarter of ~~2022,~~2023, we paid $2.0 million, with the remaining ~~$4.0~~$2.0 million to be paid ~~in equal annual amounts~~ on July 1, ~~2023 and~~ 2024.

The 2021 Keydok acquisition purchase agreement includes provisions for up to $18.0 million of potential future earn-out payments. As of September 30, 2022 we have not accrued any amounts related to the potential earn-out payments due to the uncertainty of payment.

The 2021 DGIT acquisition purchase price includes escrowed funds of approximately $2 million to be paid ~~over~~through the ~~next four years,~~first quarter of 2025, subject to certain reductions, as applicable. ~~There~~Through September 30, 2023, we have made total escrowed payments of $1.2 million.

Additionally, there are provisions for up to approximately $13 million of potential future earn-out ~~payments. The earn-out period is~~payments through September 30, 2025. ~~As of~~Through September 30, ~~2022~~2023, we ~~accrued~~have made earn-out payments of $0.3 ~~million related to potential earn-out payments.~~million.

~~Our acquisitions are discussed in more detail in Note 5 to our Financial Statements.~~ As part of our growth strategy, we are continually evaluating potential business and/or asset acquisitions and investments in market share expansion with our existing and potential new customers and expansion into verticals outside the global communications market.

•

Exit of Reseller Agreements. During the nine months ended September 30, 2023, we exited out of a reseller agreement that was acquired with the acquisition of Forte Payment Systems, Inc. in 2018. As a result, we incurred expense of $3.6 million, of which $1.8 million was paid in the second quarter of 2023, with the remaining $1.8 million to be paid in 2024.

Additionally, in October 2023, we exited out of a second reseller agreement, which we will pay a total of $6.3 million, with $3.8 million to be paid in 2024, $1.3 million in 2025, and the remainder in 2026.

•

Capital Expenditures. During the nine months ended September 30, ~~2022,~~2023, we spent ~~$31.6~~$22.9 million on capital expenditures.

•

Stock Warrants. ~~We have~~In 2014, we issued ~~Stock Warrants~~stock warrants with an exercise price of $26.68 per warrant to Comcast as an incentive for Comcast to convert new customer accounts ~~to ACP.~~onto our solutions. Once vested, Comcast may exercise the ~~Stock Warrants~~stock warrants and elect either physical delivery of common shares or net share settlement (cashless exercise). Alternatively, the exercise of the ~~Stock Warrants~~stock warrants may be settled with cash based solely on our approval, or if Comcast were to beneficially own or control in excess of 19.99% of the common stock or voting of the Company. As of September 30, ~~2022, approximately~~2023, 1.0 million ~~Stock Warrants~~stock warrants remain issued, none of which are vested.

The ~~Stock Warrants~~stock warrants are discussed in more detail in Note 9 to our Financial Statements.

•

Long-Term Debt. As of September 30, ~~2022,~~2023, our long-term debt consisted of our 2023 Convertible Notes in the principal aggregate amount of $425.0 million and our 2021 Credit Agreement which includes: (i) outstanding 2021 Term Loan borrowings of ~~$142.5~~$135.0 million; and (ii) outstanding 2021 Revolver borrowings of ~~$290~~$15.0 million. ~~During~~

2023 Convertible Notes

The proceeds from the ~~nine months ended September 30, 2022, we borrowed $245.0~~sale of the 2023 Convertible Notes, net of financing costs, were $411.0 million. We used the net proceeds to: (i) repay the principal amount of $275.0 million ~~from~~of outstanding borrowings under our 2021 ~~Revolver to settle~~Revolver; (ii) repurchase 1.7 million shares of our ~~2016 Convertible Notes~~common stock for ~~$242.3~~$90.1 million; and (iii) pay the $34.3 million ~~and an additional $45.0 million~~premiums for the Capped Call Transactions. The remaining net proceeds were used for general corporate purposes. ~~As of September 30, 2022, there were no remaining 2016~~

Although the 2023 Convertible Notes ~~outstanding.~~are convertible at the option of the note holders before June 15, 2028 upon the occurrence of certain events, during the next twelve months there are no scheduled conversion triggers. As a result, we expect our required debt service cash outlay during the next twelve months for the 2023 Convertible Notes to be limited to interest payments of $16.5 million.

~~Our~~ 2021 Credit Agreement

The mandatory repayments for the next twelve months under our 2021 Credit Agreement are $7.5 million and the cash interest expense (based upon ~~current~~then-current interest rates) for the 2021 Term Loan and 2021 Revolver (assuming the current amount outstanding, no further amounts are borrowed, and the amount is not ~~paid down)~~voluntarily repaid) are ~~$7.6~~$9.6 million and ~~$15.5~~$1.1 million, respectively. We have the ability to make prepayments without penalties on our 2021 Credit Agreement.

Our long-term debt obligations are discussed in more detail in Note 4 to our Financial Statements.

In summary, we expect to continue to have material needs for capital resources going forward, as noted above. We believe that our current cash and cash equivalents ~~and short-term investments~~ balances and our 2021 Revolver, together with cash expected to be generated in the future from our current operating activities, will be sufficient to meet our anticipated capital resource requirements for at least the next twelve months. We also believe we could obtain additional capital through other debt sources which may be available to us if deemed appropriate.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Market risk is the potential loss arising from adverse changes in market rates and prices. As of September 30, ~~2022,~~2023, we are exposed to various market risks, including changes in interest rates, fluctuations and changes in the market value of our cash equivalents, ~~and~~ short-term investments and settlement and merchant reserve assets, and changes in foreign currency exchange rates. We have not historically entered into derivatives or other financial instruments for trading or speculative purposes.

Interest Rate Risk

Long-Term Debt. The interest rate on our 2023 Convertible Notes is fixed, and thus, as it relates to our convertible debt borrowings, we are not exposed to changes in interest rates.

The current interest rates on our 2021 Credit Agreement are based upon an adjusted ~~LIBOR~~SOFR rate (including 0.10% credit spread adjustment) plus an applicable margin, or an ABR plus an applicable margin. See Note 4 to our Financial Statements for further details related to our long-term debt.

A hypothetical adverse change of 10% in the September 30, ~~2022~~2023 adjusted ~~LIBOR~~SOFR rate would not have a material impact upon our results of operations.

Market Risk

Cash Equivalents and ~~Short-term~~Short-Term Investments. Our cash and cash equivalents as of September 30, ~~2022~~2023 and December 31, ~~2021~~2022 were $146.7 million and ~~$205.6~~$150.4 million, respectively. Certain of our cash balances are swept into overnight money market accounts on a daily basis, and at times, any excess funds are invested in low-risk, somewhat longer term, cash equivalent instruments and short-term investments. Our cash equivalents are invested primarily in institutional money market funds ~~commercial paper, and time deposits~~ held at major banks. We have minimal market risk for our cash and cash equivalents due to the relatively short maturities of the instruments.

Our short-term investments as of September 30, ~~2022~~2023 and December 31, ~~2021~~2022 were ~~$0.6 million~~zero and ~~$28.0~~$0.1 million, respectively. Currently, we utilize short-term investments as a means to invest our excess cash only in the U.S. The day-to-day management of our short-term investments is performed by a large financial institution in the U.S., using strict and formal investment guidelines approved by our Board. Under these guidelines, short-term investments are limited to certain acceptable investments ~~with:~~with a: (i) a maximum maturity; (ii) a maximum concentration and diversification; and (iii) a minimum acceptable credit quality. At this time, we believe we have minimal liquidity risk associated with the short-term investments included in our portfolio.

Settlement and Merchant Reserve Assets. We are exposed to market risk associated with cash held on behalf of our merchants related to our payment processing services. As of September 30, ~~2022~~2023 and December 31, ~~2021,~~2022, we had ~~$172.6~~$193.4 million and ~~$186.3~~$238.7 million, respectively, of cash collected on behalf of our merchants. The cash is held in accounts with various major financial institutions in the U.S. and Canada in an amount equal to at least 100% of the aggregate amount owed to our merchants. These balances can significantly fluctuate between periods due to activity at the end of the period and the day in which the period ends.

Long-Term Debt. The fair value of our convertible debt is exposed to market risk. We do not carry our convertible debt at fair value but present the fair value for disclosure purposes (see Note 2 to our Financial Statements). Generally, the fair value of our convertible debt is impacted by changes in interest rates and changes in the price and volatility of our common stock. As of September 30, 2023, the fair value of the 2023 Convertible Notes was estimated at $414.7 million, using quoted market prices.

Foreign Currency Exchange Rate Risk

Due to foreign operations around the world, our balance sheet and income statement are exposed to foreign currency exchange risk due to the fluctuations in the value of currencies in which we conduct business. While we attempt to maximize natural hedges by incurring expenses in the same currency in which we contract revenue, the related expenses for that revenue could be in one or more differing currencies than the revenue stream.

During the nine months ended September 30, ~~2022,~~2023, we generated approximately ~~87%~~88% of our revenue in U.S. dollars. We expect that, in the foreseeable future, we will continue to generate a very large percentage of our revenue in U.S. dollars.

As of September 30, ~~2022~~2023 and December 31, ~~2021,~~2022, the carrying amounts of our monetary assets and monetary liabilities on the books of our non-U.S. subsidiaries in currencies denominated in a currency other than the functional currency of those non-U.S. subsidiaries are as follows (in thousands, in U.S. dollar equivalents):

September 30, 2022

December 31, 2021

Monetary

Monetary

Monetary

Monetary

Liabilities

Assets

Liabilities

Assets

Pounds sterling

$
(3
)

$
528

$
(4
)

$
1,829

Euro

(244
)

2,423

(297
)

2,702

U.S. Dollar

(488
)

30,164

(541
)

30,212

South African Rand

-

145

(95
)

3,631

Other

(6
)

364

(10
)

976

Totals

$
(741
)

$
33,624

$
(947
)

$
39,350


	September 30, 2023					December 31, 2022
	Monetary			Monetary		Monetary			Monetary
	Liabilities			Assets		Liabilities			Assets
Pounds sterling	$	(4	)	$	1,243	$	(119	)	$	601
Euro		(68	)		2,645		(425	)		1,992
U.S. Dollar		(282	)		31,742		(597	)		31,646
Other		(4	)		1,718		(72	)		503
Totals	$	(358	)	$	37,348	$	(1,213	)	$	34,742

A hypothetical adverse change of 10% in the September 30, ~~2022~~2023 exchange rates would not have had a material impact upon our results of operations.

Item 4. Controls and Procedures

(a) Disclosure Controls and Procedures

As required by Rule 13a-15(b), our management, including the Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), conducted an evaluation as of the end of the period covered by this report of the effectiveness of our disclosure controls and procedures as defined in Rule 13a-15(e). Based on that evaluation, the CEO and CFO concluded that our disclosure controls and procedures were effective as of the end of the period covered by this report.

(b) Internal Control Over Financial Reporting

As required by Rule 13a-15(d), our management, including the CEO and CFO, also conducted an evaluation of our internal control over financial reporting, as defined by Rule 13a-15(f), to determine whether any changes occurred during the quarter covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Based on that evaluation, the CEO and CFO concluded that there has been no such change during the quarter covered by this report.

3029

CSG SYSTEMS INTERNATIONAL, INC.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

From ~~time-to-time,~~time to time, we are involved in litigation relating to claims arising out of our operations in the normal course of business. WeIn the opinion of our management, we are not presently a party to any material pending or threatened legal proceedings.

Item 1A. Risk Factors

A discussion of our risk factors can be found in Item 1A. Risk Factors in our ~~2021~~2022 Form 10-K. There were no material changes to the risk factors disclosed in our ~~2021~~2022 Form 10-K during the third quarter of ~~2022.~~2023.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

The following table presents information with respect to purchases of our common stock made during the third quarter of ~~2022~~2023 by CSG Systems International, Inc. or any “affiliated purchaser” of CSG Systems International, Inc., as defined in Rule 10b-18(a)(3) under the Securities Exchange ~~Act.~~Act of 1934, as amended.


															Stock Repurchase Program
Period	Total Number of Shares Purchased (1) (2)		Average Price Paid Per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (2)		Maximum Number (or Approximate Dollar Value) of Shares that May Yet Be Purchased Under the Plan or Programs (2)		Total Number of Shares Purchased (1) (2)		Average Price Paid Per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (2)		Maximum Number of Shares that May Yet Be Purchased Under the Program (2) (3)		Maximum Dollar Value of Shares that May Yet Be Purchased Under the Program (3) (4)
July 1 - July 31		108,991	$	61.06		104,000		2,874,717		810	$	51.92		-		2,107,047
August 1 - August 31		174,733		57.92		174,000		2,700,717		260,552		54.63		259,852		1,847,195	$	100,000,000
September 1 - September 30		211,642		54.86		210,000		2,490,717		1,732,785		53.60		1,731,594		115,601		100,000,000
Total		495,366	$	57.30		488,000				1,994,147	$	53.73		1,991,446

(1)

The total number of shares purchased that are not part of the Stock Repurchase Program ~~represents~~includes shares purchased and cancelled in connection with stock incentive plans.

(2)

As of September 30, 2023, 115,601 shares remained available for repurchase with respect to our Board's prior authorization (the “prior authorization”) under our Stock Repurchase Program. The prior authorization expires in December 2024.

(3)

See Note 9 to our Financial Statements for additional information regarding our share repurchases.

(4)

In August 2023, we announced that our Board had authorized the repurchase of an additional $100.0 million of common stock (the “new repurchase authorization”) under our Stock Repurchase Program in addition to, and after the repurchase of, the remaining 0.1 million shares under the prior authorization. The new repurchase authorization has no expiration date.

Item 3. Defaults Upon Senior Securities

None

Item 4. Mine Safety Disclosures

None

Item 5. Other Information

~~None~~(c) Rule 10b5-1 Trading Plans

During the three months ended September 30, 2023, none of our directors or officers (as defined in Rule 16a-1(f) under the Exchange Act) adopted or terminated any contract, instruction or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act or any “non-Rule 10b5-1 trading arrangement” as defined in Item 408(c) of Regulation S-K.

Item 6. Exhibits

The Exhibits filed or incorporated by reference herewith are as specified in the Exhibit Index.

3130

CSG SYSTEMS INTERNATIONAL, INC.

EXHIBIT INDEX ~~TO EXHIBITS~~


Exhibit Number		Description

10.26BC*4.20 (1)		~~Sixty-Fourth~~Indenture, dated September 11, 2023, between CSG Systems International, Inc. and U.S. Bank Trust Company, National Association, as trustee
4.25 (1)		Form of 3.875% Convertible Senior Note due 2028 (included as Exhibit A in Exhibit 4.20)
4.60B (2)		Second Amendment to ~~Consolidated~~Amended and Restated Credit Agreement, dated September 5, 2023
10.28A*		Second Amendment to the Amended and Restated CSG Master Subscriber Management System Agreement between CSG Systems, Inc. and Charter Communications Operating, LLC
10.26BD10.28B		~~Sixty-Seventh~~Third Amendment to ~~Consolidated~~the Amended and Restated CSG Master Subscriber Management System Agreement between CSG Systems, Inc. and Charter Communications Operating, LLC
10.40 (1)		Form of Capped Call Confirmations
10.53D (3)		Transition Services Agreement with Kenneth M. Kennedy, dated September 27, 2023
10.53E (3)		Separation and Release Agreement with Kenneth M. Kennedy, dated September 28, 2023
31.01		Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.02		Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.01		Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS		Inline 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
101.SCH		Inline XBRL Taxonomy Extension Schema Document
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

(1)

Incorporated by reference to the exhibit of the same number to the Registrant's Current Report on Form 8-K for the event dated September 6, 2023.

(2)

Incorporated by reference to the exhibit of the same number to the Registrant's Current Report on Form 8-K for the event dated September 5, 2023.

(3)

Incorporated by reference to the exhibit of the same number to the Registrant's Current Report on Form 8-K for the event dated August 30, 2023.

* Portions of the exhibit have been omitted pursuant to SEC rules regarding confidential information.

3231

SIGNATURES

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

Dated: November ~~3, 2022~~2, 2023

CSG SYSTEMS INTERNATIONAL, INC.

/s/ Brian A. Shepherd

Brian A. Shepherd

President and Chief Executive Officer

(Principal Executive Officer)

/s/ Hai Tran

Hai Tran

Executive Vice President and Chief Financial Officer

(Principal Financial Officer)

/s/ ~~David N. Schaaf~~Lori J. Szwanek

~~David N. Schaaf~~Lori J. Szwanek

Chief Accounting Officer

(Principal Accounting Officer)

3332


January 1, 2022 balance	$	321,330
Adjustments related to prior acquisitions		1,911
Impairment charge related to MobileCard Holdings, LLC		(7,211	)
Effects of changes in foreign currency exchange rates		(20,834	)
September 30, 2022 balance	$	295,196