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.

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 29, 2019,~~May 4, 2020, there were ~~32,946,549~~33,066,288 shares of the registrant’s common stock outstanding.

	September 30,			December 31,			March 31,			December 31,
	2019			2018			2020			2019
ASSETS
Current assets:
Cash and cash equivalents	$	160,630		$	139,277		$	107,744		$	156,548
Short-term investments		11,337			23,603			23,529			26,109
Total cash, cash equivalents and short-term investments		171,967			162,880			131,273			182,657
Settlement assets		112,760			124,627			122,624			169,327
Trade accounts receivable:
Billed, net of allowance of $3,356 and $3,115		242,616			235,827
Billed, net of allowance of $3,888 and $3,735								260,713			244,058
Unbilled		37,451			37,227			35,557			33,450
Income taxes receivable		4,204			6,720			5,435			4,297
Other current assets		38,467			32,286			42,702			35,293
Total current assets		607,465			599,567			598,304			669,082
Non-current assets:
Property and equipment, net of depreciation of $96,520 and $93,278		84,230			81,813
Property and equipment, net of depreciation of $97,700 and $98,029								80,754			84,429
Operating lease right-of-use assets		92,949			-			107,009			94,847
Software, net of amortization of $121,516 and $119,381		31,335			36,400
Software, net of amortization of $128,662 and $125,437								30,645			32,526
Goodwill		253,050			255,816			262,833			259,164
Acquired client contracts, net of amortization of $88,946 and $82,692		57,556			65,456
Client contract costs, net of amortization of $32,109 and $43,051		42,902			37,289
Acquired client contracts, net of amortization of $93,866 and $93,767								55,329			55,105
Client contract costs, net of amortization of $34,644 and $31,526								51,967			50,746
Deferred income taxes		9,822			11,087			8,653			9,392
Other assets		27,848			26,934			28,963			27,739
Total non-current assets		599,692			514,795			626,153			613,948
Total assets	$	1,207,157		$	1,114,362		$	1,224,457		$	1,283,030
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current portion of long-term debt	$	9,375		$	7,500		$	11,250		$	10,313
Operating lease liabilities		22,888			-			22,085			22,442
Client deposits		38,010			36,889			36,717			38,687
Trade accounts payable		39,534			45,386			37,960			32,704
Accrued employee compensation		68,343			61,107			46,448			77,527
Settlement liabilities		111,522			123,613			121,416			168,342
Deferred revenue		46,970			40,236			50,320			45,094
Income taxes payable		1,236			218			1,155			2,806
Other current liabilities		19,201			35,442			17,452			20,778
Total current liabilities		357,079			350,391			344,803			418,693
Non-current liabilities:
Long-term debt, net of unamortized discounts of $11,197 and $14,549		348,178			352,326
Long-term debt, net of unamortized discounts of $8,897 and $10,053								344,853			346,509
Operating lease liabilities		76,574			-			91,620			78,936
Deferred revenue		13,879			17,527			18,575			18,552
Income taxes payable		2,704			2,284			2,651			2,543
Deferred income taxes		12,822			8,205			15,786			6,376
Other non-current liabilities		13,885			22,605			19,338			14,759
Total non-current liabilities		468,042			402,947			492,823			467,675
Total liabilities		825,121			753,338			837,626			886,368
Stockholders' equity:
Preferred stock, par value $.01 per share; 10,000 shares authorized; 0 shares issued and outstanding		-			-			-			-
Common stock, par value $.01 per share; 100,000 shares authorized; 32,979 and 33,158 shares outstanding		696			693
Common stock warrants; 439 warrants vested; 1,425 issued		9,082			9,082
Common stock, par value $.01 per share; 100,000 shares authorized; 33,075 and 32,891 shares outstanding								699			696
Additional paid-in capital		451,606			441,417			452,524			454,663
Treasury stock, at cost; 35,265 and 34,779 shares		(862,917	)		(842,360	)
Treasury stock, at cost; 35,498 and 35,356 shares								(874,225	)		(867,817	)
Accumulated other comprehensive income (loss):
Unrealized gains on short-term investments, net of tax		26			2
Unrealized gain (loss) on short-term investments, net of tax								(8	)		16
Cumulative foreign currency translation adjustments		(49,805	)		(42,937	)		(54,603	)		(39,519	)
Accumulated earnings		833,348			795,127			862,444			848,623
Total stockholders' equity		382,036			361,024			386,831			396,662
Total liabilities and stockholders' equity	$	1,207,157		$	1,114,362		$	1,224,457		$	1,283,030

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

	Quarter Ended						Nine Months Ended						Quarter Ended
	September 30, 2019			September 30, 2018			September 30, 2019			September 30, 2018			March 31, 2020			March 31, 2019
Revenues	$	251,414		$	213,055		$	742,063		$	627,792
Revenue													$	245,617		$	244,793

Cost of revenues (exclusive of depreciation, shown separately below)		132,054			109,052			393,251			319,640
Cost of revenue (exclusive of depreciation, shown separately below)														131,206			128,963
Other operating expenses:
Research and development		32,551			31,477			95,787			91,809			30,337			32,591
Selling, general and administrative		46,694			39,243			137,984			120,515			44,384			45,918
Depreciation		5,365			4,831			15,919			13,293			5,565			5,113
Restructuring and reorganization charges		1,330			2,799			3,271			7,028			966			115
Total operating expenses		217,994			187,402			646,212			552,285			212,458			212,700
Operating income		33,420			25,653			95,851			75,507			33,159			32,093
Other income (expense):
Interest expense		(4,390	)		(4,456	)		(13,448	)		(13,202	)		(4,213	)		(4,560	)
Amortization of original issue discount		(709	)		(671	)		(2,099	)		(1,984	)		(730	)		(690	)
Interest and investment income, net		392			675			1,328			2,256			529			519
Loss on extinguishment of debt		-			-			-			(810	)
Other, net		108			(709	)		(123	)		(347	)		(69	)		(1,511	)
Total other		(4,599	)		(5,161	)		(14,342	)		(14,087	)		(4,483	)		(6,242	)
Income before income taxes		28,821			20,492			81,509			61,420			28,676			25,851
Income tax provision		(7,262	)		(4,391	)		(21,320	)		(16,188	)		(7,162	)		(6,600	)
Net income	$	21,559		$	16,101		$	60,189		$	45,232		$	21,514		$	19,251

Weighted-average shares outstanding:
Basic		32,016			32,507			32,079			32,541			31,994			32,128
Diluted		32,518			32,806			32,472			32,939			32,358			32,438

Earnings per common share:
Basic	$	0.67		$	0.50		$	1.88		$	1.39		$	0.67		$	0.60
Diluted		0.66			0.49			1.85			1.37			0.66			0.59

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


	Quarter Ended						Nine Months Ended							Quarter Ended
	September 30, 2019			September 30, 2018			September 30, 2019			September 30, 2018				March 31, 2020			March 31, 2019
Net income	$	21,559		$	16,101		$	60,189		$	45,232		Net income	$	21,514		$	19,251
Other comprehensive income (loss), net of tax:													Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments		(6,897	)		(109	)		(6,868	)		(8,630	)	Foreign currency translation adjustments		(15,084	)		3,847
Unrealized holding gains (losses) on short-term investments arising during period		(4	)		107			24			81
Other comprehensive loss, net of tax		(6,901	)		(2	)		(6,844	)		(8,549	)
Unrealized holding gain (loss) on short-term investments arising during period													Unrealized holding gain (loss) on short-term investments arising during period		(24	)		18
Other comprehensive income (loss), net of tax													Other comprehensive income (loss), net of tax		(15,108	)		3,865
Total comprehensive income, net of tax	$	14,658		$	16,099		$	53,345		$	36,683		Total comprehensive income, net of tax	$	6,406		$	23,116

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

Shares of Common Stock Outstanding

Common Stock

Common Stock Warrants

Additional Paid-in Capital

Treasury Stock

Accumulated Other Comprehensive Income (Loss)

Accumulated Earnings

Total Stockholders' Equity

For the Nine Months Ended September 30, 2019

BALANCE, January 1, 2019

33,158

$
693

$
9,082

$
441,417

$
(842,360
)
$
(42,935
)
$
795,127

$
361,024

Comprehensive income:

Net income

-

-

-

-

-

-

19,251

Unrealized gain on short-term investments, net of tax

-

-

-

-

-

18

-

Foreign currency translation adjustments

-

-

-

-

-

3,847

-

Total comprehensive income

23,116

Repurchase of common stock

(352
)

-

-

(4,134
)

(9,290
)

-

-

(13,424
)
Issuance of common stock pursuant to employee stock purchase plan

15

-

-

512

-

-

-

512

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

462

4

-

(4
)

-

-

-

-

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

(3
)

-

-

-

-

-

-

-

Stock-based compensation expense

-

-

-

3,693

3,693

Declaration of cash dividends

-

-

-

-

-

-

(7,411
)

(7,411
)
BALANCE, March 31, 2019

33,280

697

9,082

441,484

(851,650
)

(39,070
)

806,967

367,510

Comprehensive income:

Net income

-

-

-

-

-

-

19,379

Unrealized gain on short-term investments, net of tax

-

-

-

-

-

10

-

Foreign currency translation adjustments

-

-

-

-

-

(3,818
)

-

Total comprehensive income

15,571

Repurchase of common stock

(148
)

-

-

(383
)

(6,536
)

-

-

(6,919
)
Issuance of common stock pursuant to employee stock purchase plan

15

-

-

603

-

-

-

603

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

6

-

-

-

-

-

-

-

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

(91
)

(1
)

-

1

-

-

-

-

Stock-based compensation expense

-

-

-

4,807

4,807

Declaration of cash dividends

-

-

-

-

-

-

(7,248
)

(7,248
)
BALANCE, June 30, 2019

33,062

696

9,082

446,512

(858,186
)

(42,878
)

819,098

374,324

Comprehensive income:

Net income

-

-

-

-

-

-

21,559

Unrealized gain on short-term investments, net of tax

-

-

-

-

-

(4
)

-

Foreign currency translation adjustments

-

-

-

-

-

(6,897
)

-

Total comprehensive income

14,658

Repurchase of common stock

(97
)

-

-

(216
)

(4,731
)

-

-

(4,947
)
Issuance of common stock pursuant to employee stock purchase plan

12

-

-

515

-

-

-

515

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

34

-

-

-

-

-

-

-

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

(32
)

-

-

-

-

-

-

-

Stock-based compensation expense

-

-

-

4,795

-

-

-

4,795

Declaration of cash dividends

-

-

-

-

-

(7,309
)

(7,309
)
BALANCE, September 30, 2019

32,979

$
696

$
9,082

$
451,606

$
(862,917
)
$
(49,779
)
$
833,348

$
382,036

	Shares of Common Stock Outstanding			Common Stock			Common Stock Warrants		Additional Paid-in Capital			Treasury Stock			Accumulated Other Comprehensive Income (Loss)			Accumulated Earnings			Total Stockholders' Equity			Shares of Common Stock Outstanding			Common Stock			Common Stock Warrants		Additional Paid-in Capital			Treasury Stock			Accumulated Other Comprehensive Income (Loss)			Accumulated Earnings			Total Stockholders' Equity
For the Nine Months Ended September 30, 2018
BALANCE, January 1, 2018		33,516		$	689		$	9,082	$	427,091		$	(814,732	)	$	(28,822	)	$	749,438		$	342,746
For the Quarter Ended March 31, 2020:																								For the Quarter Ended March 31, 2020:
BALANCE, January 1, 2020																									32,891		$	696		$	-	$	454,663		$	(867,817	)	$	(39,503	)	$	848,623		$	396,662
Comprehensive income:
Net income		-			-			-		-			-			-			14,014						-			-			-		-			-			-			21,514
Unrealized loss on short-term investments, net of tax		-			-			-		-			-			(94	)		-						-			-			-		-			-			(24	)		-
Foreign currency translation adjustments		-			-			-		-			-			7,710			-						-			-			-		-			-			(15,084	)		-
Total comprehensive income																						21,630																							6,406
Repurchase of common stock		(255	)		-			-		(6,218	)		(5,702	)		-			-			(11,920	)		(299	)		(2	)		-		(7,555	)		(6,408	)		-			-			(13,965	)
Issuance of common stock pursuant to employee stock purchase plan		14			-			-		484			-			-			-			484			14			-			-		564			-			-			-			564
Issuance of restricted common stock pursuant to stock-based compensation plans		458			4			-		(4	)		-			-			-			-			476			5			-		(5	)		-			-			-		��	-
Cancellation of restricted common stock issued pursuant to stock-based compensation plans		(59	)		(1	)		-		1			-			-			-			-			(7	)		-			-		-			-			-			-			-
Stock-based compensation expense		-			-			-		4,572			-			-			-			4,572			-			-			-		4,857			-			-			-			4,857
Declaration of cash dividends		-			-			-		-			-			-			(6,999	)		(6,999	)
Adjustments due to adoption of new accounting standards		-			-			-		-			-			-			7,562			7,562
BALANCE, March 31, 2018		33,674			692			9,082		425,926			(820,434	)		(21,206	)		764,015			358,075
Dividends																									-			-			-		-			-			-			(7,693	)		(7,693	)
BALANCE, March 31, 2020																									33,075		$	699		$	-	$	452,524		$	(874,225	)	$	(54,611	)	$	862,444		$	386,831

																								Shares of Common Stock Outstanding			Common Stock			Common Stock Warrants		Additional Paid-in Capital			Treasury Stock			Accumulated Other Comprehensive Income (Loss)			Accumulated Earnings			Total Stockholders' Equity
For the Quarter Ended March 31, 2019:																								For the Quarter Ended March 31, 2019:
BALANCE, January 1, 2019																									33,158		$	693		$	9,082	$	441,417		$	(842,360	)	$	(42,935	)	$	795,127		$	361,024
Comprehensive income:
Net income		-			-			-		-			-			-			15,117						-			-			-		-			-			-			19,251
Unrealized loss on short-term investments, net of tax		-			-			-		-			-			68			-
Unrealized gain on short-term investments, net of tax																									-			-			-		-			-			18			-
Foreign currency translation adjustments		-			-			-		-			-			(16,231	)		-						-			-			-		-			-			3,847			-
Total comprehensive income																						(1,046	)																						23,116
Repurchase of common stock		(153	)		-			-		(767	)		(5,632	)		-			-			(6,399	)		(352	)		-			-		(4,134	)		(9,290	)		-			-			(13,424	)
Issuance of common stock pursuant to employee stock purchase plan		18			-			-		650			-			-			-			650			15			-			-		512			-			-			-			512
Issuance of restricted common stock pursuant to stock-based compensation plans		41			-			-		-			-			-			-			-			462			4			-		(4	)		-			-			-			-
Cancellation of restricted common stock issued pursuant to stock-based compensation plans		(19	)		-			-		-			-			-			-			-			(3	)		-			-		-			-			-			-			-
Stock-based compensation expense		-			-			-		5,641			-			-			-			5,641			-			-			-		3,693			-			-			-			3,693
Declaration of cash dividends		-			-			-		-			-			-			(7,061	)		(7,061	)
BALANCE, June 30, 2018		33,561			692			9,082		431,450			(826,066	)		(37,369	)		772,071			349,860
Comprehensive income:
Net income		-			-			-		-			-			-			16,101
Unrealized loss on short-term investments, net of tax		-			-			-		-			-			107			-
Foreign currency translation adjustments		-			-			-		-			-			(109	)		-
Total comprehensive income																						16,099
Repurchase of common stock		(141	)		-			-		(196	)		(5,519	)		-			-			(5,715	)
Issuance of common stock pursuant to employee stock purchase plan		17			-			-		567			-			-			-			567
Issuance of restricted common stock pursuant to stock-based compensation plans		33			1			-		(1	)		-			-			-			-
Cancellation of restricted common stock issued pursuant to stock-based compensation plans		(19	)		-			-		-			-			-			-			-
Stock-based compensation expense		-			-			-		4,592			-			-			-			4,592
Declaration of cash dividends		-			-			-		-			-			-			(6,984	)		(6,984	)
BALANCE, September 30, 2018		33,451		$	693		$	9,082	$	436,412		$	(831,585	)	$	(37,371	)	$	781,188		$	358,419
Dividends																									-			-			-		-			-			-			(7,411	)		(7,411	)
BALANCE, March 31, 2019																									33,280		$	697		$	9,082	$	441,484		$	(851,650	)	$	(39,070	)	$	806,967		$	367,510

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

	Nine Months Ended						Quarter Ended
	September 30, 2019			September 30, 2018			March 31, 2020			March 31, 2019
Cash flows from operating activities:
Net income	$	60,189		$	45,232		$	21,514		$	19,251
Adjustments to reconcile net income to net cash provided by operating activities-
Adjustments to reconcile net income to net cash provided by (used in) operating activities –
Depreciation		15,919			13,293			5,565			5,113
Amortization		34,579			31,974			10,788			11,949
Amortization of original issue discount		2,099			1,984			730			690
Asset impairment		365			1,428			259			69
Gain on short-term investments and other		(285	)		(65	)		(85	)		(157	)
Loss on extinguishment of debt		-			810
Deferred income taxes		6,124			2,150			9,310			1,395
Stock-based compensation		13,295			14,805			4,857			3,693
Changes in operating assets and liabilities, net of acquired amounts:
Trade accounts receivable, net		(8,748	)		(15,952	)		(23,304	)		(12,018	)
Other current and non-current assets and liabilities		(15,312	)		(21,763	)		(8,452	)		(1,575	)
Income taxes payable/receivable		3,468			5,365			(3,092	)		3,886
Trade accounts payable and accrued liabilities		(7,978	)		(13,174	)		(32,455	)		(25,594	)
Deferred revenue		3,812			7,182			7,152			6,124
Net cash provided by operating activities		107,527			73,269
Net cash provided by (used in) operating activities								(7,213	)		12,826

Cash flows from investing activities:
Purchases of software, property and equipment		(27,706	)		(44,047	)		(4,822	)		(8,286	)
Purchases of short-term investments		(25,446	)		(53,285	)		(16,037	)		(14,168	)
Proceeds from sale/maturity of short-term investments		38,029			190,467			18,670			19,619
Acquisition of and investments in business, net of cash acquired		(17,194	)		(71,443	)		(9,991	)		(4,000	)
Net cash provided by (used in) investing activities		(32,317	)		21,692
Net cash used in investing activities								(12,180	)		(6,835	)

Cash flows from financing activities:
Proceeds from issuance of common stock		1,630			1,701			564			512
Payment of cash dividends		(21,980	)		(21,197	)		(8,277	)		(7,641	)
Repurchase of common stock		(25,683	)		(24,034	)		(13,876	)		(13,568	)
Proceeds from long-term debt		-			150,000
Payments on long-term debt		(5,625	)		(123,750	)		(1,875	)		(1,875	)
Payments of deferred financing costs		-			(1,490	)
Net cash used in financing activities		(51,658	)		(18,770	)		(23,464	)		(22,572	)
Effect of exchange rate fluctuations on cash		(2,199	)		(1,262	)		(5,947	)		876

Net increase in cash and cash equivalents		21,353			74,929
Net decrease in cash and cash equivalents								(48,804	)		(15,705	)

Cash and cash equivalents, beginning of period		139,277			122,243			156,548			139,277
Cash and cash equivalents, end of period	$	160,630		$	197,172		$	107,744		$	123,572

Supplemental disclosures of cash flow information:
Cash paid during the period for-
Cash paid during the period for –
Interest	$	14,521		$	14,181		$	6,194		$	6,506
Income taxes		11,779			8,426			857			1,374

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

We have prepared the accompanying unaudited condensed consolidated financial statements as of ~~September 30, 2019~~March 31, 2020 and December 31, ~~2018,~~2019, and for the quarters ended March 31, 2020 and ~~nine months ended September 30,~~ 2019, ~~and 2018,~~ 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, ~~2018~~2019 (our ~~“2018~~“2019 10-K”), filed with the SEC. The results of operations for the quarter ~~and nine months~~ ended ~~September 30, 2019~~March 31, 2020 are not necessarily indicative of the expected results for the entire year ending December 31, ~~2019.~~2020.

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

~~Revenues.~~Revenue. The majority of our future ~~revenues~~revenue is related to our ~~cloud and related~~revenue management solution client contracts that include variable consideration dependent upon a series of monthly volumes and/or daily usage of services and have contractual terms ending from ~~2019~~2020 through 2028. Our client contracts may also include guaranteed minimums and fixed monthly or annual fees. As of ~~September 30, 2019,~~March 31, 2020, our aggregate amount of the transaction price allocated to the remaining performance obligations is approximately ~~$454 million,~~$1 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 ~~85%~~75% of this amount by the end of ~~2021,~~2022, with the remaining amount recognized by the end of 2028. We have excluded from this amount variable consideration expected to be recognized in the future related to performance obligations that are unsatisfied.

The nature, amount, timing and uncertainty of our ~~revenues~~revenue and how ~~revenues~~revenue and cash flows are affected by economic factors is most appropriately depicted ~~by type of revenues and~~ by geographic region (using the location of the client as the basis of attributing ~~revenues~~revenue to the individual regions) as follows (in thousands):

	Quarter Ended				Nine Months Ended				Quarter Ended
	September 30,				September 30,				March 31,
	2019		2018		2019		2018		2020		2019
Americas (principally the U.S.)	$	218,694	$	180,489	$	643,814	$	530,609	$	216,997	$	210,729
Europe, Middle East, and Africa		23,284		21,723		70,516		64,135		21,032		24,626
Asia Pacific		9,436		10,843		27,733		33,048		7,588		9,438
Total revenues	$	251,414	$	213,055	$	742,063	$	627,792
Total revenue									$	245,617	$	244,793

Deferred revenue recognized ~~during~~in the first quarter ~~and nine months ended September 30, 2019~~of 2020 was ~~$5.7 million and $35.5 million, respectively.~~$17.7 million.

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, 2019~~March 31, 2020 and December 31, ~~2018,~~2019, our cash equivalents consist primarily of institutional money market funds, commercial paper, and time deposits held at major banks.

As of ~~September 30, 2019~~March 31, 2020 and December 31, ~~2018,~~2019, we had ~~$2.8~~$2.6 million and ~~$3.0~~$2.7 million, respectively, of restricted cash that serves to collateralize outstanding letters of credit. This restricted cash is included in cash and cash equivalents in our Condensed Consolidated Balance Sheets (“Balance Sheets” or “Balance Sheet”).

Short-term Investments and Other Financial Instruments. Our financial instruments as of ~~September 30, 2019~~March 31, 2020 and December 31, ~~2018~~2019 include cash and cash equivalents, short-term investments, accounts receivable, accounts payable, and debt. Because of their short maturities, the carrying amounts of cash equivalents, 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, 2019~~March 31, 2020 and December 31, ~~2018~~2019 have contractual maturities of less than two years from the time of acquisition. Our short-term investments as of ~~September 30, 2019~~March 31, 2020 and December 31, ~~2018~~2019 consisted almost entirely of fixed income securities. Proceeds from the sale/maturity of short-term investments for the ~~nine~~three months ended ~~September 30,~~March 31, 2020 and 2019 ~~and 2018~~ were ~~$38.0~~$18.7 million and ~~$190.5~~$19.6 million, respectively.

Our short-term investments as of ~~September 30, 2019~~March 31, 2020 and December 31, ~~2018~~2019 were ~~$11.3~~$23.5 million and ~~$23.6~~$26.1 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, 2019						December 31, 2018						March 31, 2020						December 31, 2019
	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	$	8,564	$	—	$	8,564	$	4,392	$	—	$	4,392	$	4,150	$	—	$	4,150	$	4,847	$	—	$	4,847
Commercial paper		—		2,794		2,794		—		9,078		9,078		—		9,393		9,393		—		26,964		26,964
Short-term investments:
Corporate debt securities		—		5,018		5,018		—		16,357		16,357		—		19,595		19,595		—		22,159		22,159
U.S. government agency bonds		—		2,904		2,904		—		3,724		3,724
Asset-backed securities		—		3,415		3,415		—		3,522		3,522		—		3,934		3,934		—		3,950		3,950
Total	$	8,564	$	14,131	$	22,695	$	4,392	$	32,681	$	37,073	$	4,150	$	32,922	$	37,072	$	4,847	$	53,073	$	57,920

Valuation inputs used to measure the fair values of our money market funds and corporate equity securities 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 measure our debt at fair value, with changes recognized in earnings each reporting period. The following table indicates the carrying value (par value for convertible debt) and estimated fair value of our debt as of the indicated periods (in thousands):

	September 30, 2019				December 31, 2018				March 31, 2020				December 31, 2019
	Carrying		Fair		Carrying		Fair		Carrying		Fair		Carrying		Fair
	Value		Value		Value		Value		Value		Value		Value		Value
2018 Credit Agreement (carrying value including current maturities)	$	138,750	$	138,750	$	144,375	$	144,375	$	135,000	$	135,000	$	136,875	$	136,875
2016 Convertible debt (par value)		230,000		261,050		230,000		228,275
2016 Convertible Debt (par value)										230,000		236,325		230,000		262,775

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

Equity Method Investment. ~~During the nine months ended September 30, 2019,~~As of March 31, 2020, we ~~made~~held an ~~additional $4 million investment~~8% noncontrolling interest in a payment technology and services company ~~that enables omni-channel digital payments in Latin America. As of September 30, 2019, we held an 8% noncontrolling interest~~ with a carrying value of $6.6 million.

~~Accounting Pronouncements Adopted.~~ In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). This ASU requires lessees to recognize a right-of-use asset and lease liability for all leases, including operating leases, with a term greater than twelve months on its balance sheet. This ASU is effective for annual and interim periods beginning after December 31, 2018. An entity is required to use a modified retrospective transition approach, but may choose to use either the effective date or the beginning of the earliest comparative period presented in its financial statements as of the date of initial application.

We adopted this ASU in January 2019, utilizing the effective date method of transition. Since we adopted this ASU utilizing the effective date method, prior period information in our Financial Statements has not been adjusted and continues to be as previously reported. We elected the package of practical expedients permitted under the transition guidance within the new standard. Additionally, we updated our polices to align with the new accounting guidance and our processes to ensure that we properly account for new, existing, and modifications to leases subsequent to the adoption of the ASU. In conjunction with the adoption of this ASU we recorded additional assets and liabilities of approximately $80 million related to the right-of-use assets and lease liabilities, and have included the amortization of the right-of-use-assets and the accretion and payments of lease liabilities in the changes in other current and non-current assets and liabilities and in the changes in trade accounts payable and accrued liabilities, respectively, on our Statement of Cash Flows.

Goodwill. The changes in the carrying amount of goodwill for the ~~nine months ended September 30, 2019~~first quarter of 2020 were as follows (in thousands):

Other Intangible Assets. Our other intangible assets subject to ongoing amortization consist primarily of acquired client contracts and software. As of ~~September 30, 2019~~March 31, 2020 and December 31, ~~2018,~~2019, the carrying values of these assets were as follows (in thousands):

	September 30, 2019							December 31, 2018							March 31, 2020							December 31, 2019
	Gross							Gross							Gross							Gross
	Carrying		Accumulated			Net		Carrying		Accumulated			Net		Carrying		Accumulated			Net		Carrying		Accumulated			Net
	Amount		Amortization			Amount		Amount		Amortization			Amount		Amount		Amortization			Amount		Amount		Amortization			Amount
Acquired client contracts	$	146,502	$	(88,946	)	$	57,556	$	148,148	$	(82,692	)	$	65,456	$	149,195	$	(93,866	)	$	55,329	$	148,872	$	(93,767	)	$	55,105
Software		152,851		(121,516	)		31,335		155,781		(119,381	)		36,400		159,307		(128,662	)		30,645		157,963		(125,437	)		32,526
Total other intangible assets	$	299,353	$	(210,462	)	$	88,891	$	303,929	$	(202,073	)	$	101,856	$	308,502	$	(222,528	)	$	85,974	$	306,835	$	(219,204	)	$	87,631

The total amortization expense related to other intangible assets for the ~~third~~first quarters of 2020 and 2019 ~~and 2018~~ were ~~$5.9~~$6.3 million and ~~$4.6 million, respectively, and for the nine months ended September 30, 2019 and 2018 were $17.3 million and $13.4~~$5.6 million, respectively. Based on the ~~September 30, 2019~~March 31, 2020 net carrying value of our other intangible assets, the estimated total amortization expense for each of the five succeeding fiscal years ending December 31 are: ~~2019 – $23.1 million;~~ 2020 – ~~$19.7~~$23.2 million; 2021 – ~~$14.1~~$16.0 million; 2022 – ~~$11.7~~$13.2 million; 2023 – $9.6 million; and ~~2023~~2024 – ~~$8.5~~$6.7 million.

Client Contract Costs. As of ~~September 30, 2019~~March 31, 2020 and December 31, ~~2018,~~2019, the carrying values of our client contract cost assets, related to those contracts with a contractual term greater than one year, were as follows (in thousands):

The total amortization expense related to client contract costs for the ~~third~~first quarters of 2020 and 2019 ~~and 2018~~ were ~~$3.7~~$4.0 million and $6.0 million, ~~respectively, and for the nine months ended September 30, 2019 and 2018 were $16.1 million and $17.3 million,~~ respectively.

Our long-term debt, as of ~~September 30, 2019~~March 31, 2020 and December 31, ~~2018,~~2019, was as follows (in thousands):

	September 30,			December 31,			March 31,			December 31,
	2019			2018			2020			2019
2018 Credit Agreement:
Term loan, due March 2023, interest at adjusted LIBOR plus 1.5% (combined rate of 3.60% at September 30, 2019 and 4.30% at December 31, 2018)	$	138,750		$	144,375
Term loan, due March 2023, interest at adjusted LIBOR plus 1.5% (combined rate of 2.95% at March 31, 2020 and 3.44% at December 31, 2019)							$	135,000		$	136,875
Less – deferred financing costs		(1,856	)		(2,281	)		(1,574	)		(1,715	)
2018 term loan, net of unamortized discounts		136,894			142,094			133,426			135,160
$200 million revolving loan facility, due March 2023, interest at adjusted LIBOR plus applicable margin	—			—
$200 million revolving loan facility, due March 2023, interest at adjusted LIBOR plus applicable margin							—			—
Convertible Notes:
2016 Convertible Notes – Senior convertible notes; due March 15, 2036; cash interest at 4.25%		230,000			230,000			230,000			230,000
Less – unamortized original issue discount		(6,724	)		(8,823	)		(5,274	)		(6,004	)
Less – deferred financing costs		(2,617	)		(3,445	)		(2,049	)		(2,334	)
2016 Convertible Notes, net of unamortized discounts		220,659			217,732			222,677			221,662
Total debt, net of unamortized discounts		357,553			359,826			356,103			356,822
Current portion of long-term debt, net of unamortized discounts		(9,375	)		(7,500	)		(11,250	)		(10,313	)
Long-term debt, net of unamortized discounts	$	348,178		$	352,326		$	344,853		$	346,509

During the ~~nine months~~quarter ended ~~September 30, 2019,~~March 31, 2020, we made ~~$5.6~~$1.9 million of principal repayments on our $150 million aggregate principal five-year term loan (the “2018 Term Loan”). As of ~~September 30, 2019,~~March 31, 2020, our interest rate on the 2018 Term Loan is ~~3.60%~~2.95% (adjusted LIBOR plus 1.50% per annum), effective through ~~December 2019,~~June 2020, and our commitment fee on the unused $200 million aggregate principal five-year revolving loan facility (the “2018 Revolver”) is 0.20%. As of ~~September 30, 2019,~~March 31, 2020, we had 0 borrowings outstanding on our 2018 Revolver and had the entire $200.0 million available to us.

The interest rates under the 2018 Credit Agreement are based upon our choice of an adjusted LIBOR rate plus an applicable margin of 1.50% – 2.50%, or an alternate base rate plus an applicable margin of 0.50% – 1.50%, with the applicable margin, depending on our then-net secured total leverage ratio. We will pay a commitment fee of 0.200% – 0.375% of the average daily unused amount of the 2018 Revolver, with the commitment fee rate also dependent upon our then-net secured total leverage ratio. If the LIBOR rate is no longer available, then our interest rate under the Credit Agreement will be determined by the alternate base rate plus an applicable margin as discussed above.

Upon conversion of the 2016 Convertible Notes, we will settle our conversion obligation by paying or delivering, as the case may be, cash, shares of our common stock, or a combination thereof, at our election. It is our current intent and policy to settle our conversion obligations as follows: (i) pay cash for 100% of the par value of the 2016 Convertible Notes that are converted; and (ii) to the extent the value of our conversion obligation exceeds the par value, we can satisfy the remaining conversion obligation in cash, shares of our common stock, or a combination thereof, at our election.

The 2016 Convertible Notes will be convertible at the option of the note holders upon the satisfaction of specified conditions and during certain periods. During the period from, and including, December 15, 2021 to the close of business on the business day immediately preceding March 15, 2022 and on or after December 15, 2035, holders may convert all or any portion of their 2016 Convertible Notes at the conversion rate then in effect at any time regardless of these conditions.

As a result of our quarterly dividend in ~~September 2019~~March 2020 (see Note 8), the previous conversion rate for the 2016 Convertible Notes of ~~17.5604~~17.5843 shares of our common stock per $1,000 principal amount of the 2016 Convertible Notes, which is equivalent to an initial conversion price of ~~$56.95~~$56.87 per share of our common stock, has been adjusted to ~~17.5727~~17.6036 shares of our common stock per $1,000 principal amount of the 2016 Convertible Notes, which is equivalent to an initial conversion price of ~~$56.91~~$56.81 per share of our common stock.

Holders may require us to repurchase the 2016 Convertible Notes for cash on each of March 15, 2022, March 15, 2026, and March 15, 2031, or upon the occurrence of a fundamental change (as defined in the 2016 Convertible Notes Indenture) in each case at a purchase price equal to the principal amount thereof plus accrued and unpaid interest.

We ~~may not redeem the 2016 Convertible Notes prior to March 20, 2020. On or after March 20, 2020, we~~ may redeem for cash all or part of the 2016 Convertible Notes if the last reported sale 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. On or after March 15, 2022, we may redeem for cash all or part of the 2016 Convertible Notes regardless of the sales price condition described in the preceding sentence. In each case, the redemption price will equal the principal amount of the 2016 Convertible Notes to be redeemed, plus accrued and unpaid interest.

As of ~~September 30, 2019,~~March 31, 2020, none of the conversion features have been achieved, and thus, the 2016 Convertible Notes are not convertible by the holders.

~~We have operating leases for: (i) real estate which include both office space~~

Tekzenit, Inc. On January 2, 2020, we acquired Tekzenit Inc. (“Tekzenit”) for a purchase price of approximately $10 million. This acquisition will allow us to accelerate our go-to-market approach serving clients who are focused on improving their customers’ experience while transforming their business. The purchase agreement includes provisions for additional purchase price (“Provisional Purchase Price”) payments in the form of earn-out and statement production and mailing facilities; (ii) our outsourced data center environment; and (iii) operating equipment. Our leases have remaining terms of up to eight years, some of which include options to extend the leasesqualified sales payments for up to ~~an additional ten years. For leases commencing prior~~$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, of which $1.5 million was accrued upon acquisition. The remaining $4 million is tied to ~~2019, we used~~certain financial and sales criteria over a defined service period by the ~~noncancelable term to calculate the related right-of-use asset~~eligible recipients, and ~~corresponding lease liability. The exercise~~is therefore accounted for as post-acquisition compensation. As of ~~lease renewal options is at our sole discretion. Additionally, certain of our leases include payments that are adjusted periodically for inflation.~~

We have made an accounting policy election not to recognize on our balance sheet, leases with an initial term of twelve months or less, for any class of underlying asset. We have also made an election for real estate leases beginning in 2019 and later, not to separate the lease and non-lease components, but rather account for the entire arrangement as a single lease component (a practical expedient allowed under ASC 842). For our outsourced data center environment agreement,March 31, 2020, we have ~~concluded that there are lease and non-lease components, and have allocated the consideration in the agreement on a relative stand-alone price basis. Due~~0t accrued any amounts related to the ~~significant assumptions~~post-acquisition compensation payments due to the uncertainty of payment.

The preliminary estimated fair values of assets acquired primarily include goodwill of $9.2 million and ~~judgements required in accounting for leases (to~~acquired client contracts of $2.9 million and liabilities assumed primarily include ~~whether a contract contains a lease,~~ the ~~allocation~~contingent purchase price liabilities of $1.5 million. The estimated fair values are considered provisional and are based on the information that was available as of the ~~consideration, and the determination~~date of the ~~discount rate)~~Tekzenit acquisition. Thus, the provisional measurements of fair value set forth above are subject to change. Such changes are not expected to be significant. We expect to finalize the valuation and complete the purchase price allocation as soon as practicable but not later than one year from the acquisition date.

Forte Payment Systems, Inc. In 2018, we acquired Forte Payment Systems, Inc. (“Forte”), a leading provider of advanced payment solutions headquartered in Allen, Texas. We acquired 100% of the ~~judgements~~equity of Forte for a purchase price of approximately $93 million, (approximately $85 million, excluding cash acquired). The purchase agreement also includes provisions for $18.8 million of potential future earn-out payments over a four-year measurement period. The earn-out payments are tied to performance-based goals and ~~estimates made could~~a defined service period by the eligible recipients, and are therefore accounted for as post-acquisition compensation. As of March 31, 2020, we have ~~a significant effect on the amount of assets and liabilities recognized.~~

We sublease certain of our leased real estate to third parties. These subleases have remaining lease terms of up to four years and certain subleases have renewal terms that can extend the lease for up to an additional two years.

~~Other information~~accrued $2.5 million related to ~~leases was as follows (in thousands, except term and discount rate):~~

~~Future minimum lease payments under non-cancelable leases as of September 30, 2019 were as follows (in thousands):~~

As of September 30, 2019, we have 1 operating lease for office space that has not yet commenced of approximately $23 million. This operating lease will commence during 2020 with a lease term through 2031.

Future minimum lease payments under non-cancelable leases as of December 31, 2018 were as follows: 2019 – $16.6 million; 2020 – $14.1 million; 2021 – $13.1 million; 2022 – $11.5 million; 2023 – $9.6 million; and thereafter – $14.7 million.the potential earn-out payments.

Warranties. We generally warrant that our solutions and related offerings will conform to published specifications, or to specifications provided in an individual client 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 services will be performed in a professional and workmanlike 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 client 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.

~~Product~~Solution and Services Indemnifications. Our arrangements with our clients generally include an indemnification provision that will indemnify and defend a client in actions brought against the client 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 clients typically cap our liability for breach to a specified amount of the direct damages incurred by the client resulting from the breach. From time-to-time, these arrangements may also include provisions for possible liquidated damages or other financial ~~and contractual~~ remedies for our non-performance, or in the case of certain of our outsourced customer care and billing solutions, provisions for damages related to service level performance requirements. The service level performance requirements typically relate to system availability and timeliness of service delivery. ~~Historically,~~As of March 31, 2020, we believe we have ~~not incurred significant costs associated with service level performance within~~adequate reserves, based on our ~~client contracts, and~~historical experience, to cover any reasonably anticipated exposure as a result ~~do not include estimates~~of our nonperformance for ~~potential credits~~any past or ~~refunds related to service level performance in~~current arrangements with our ~~contract consideration at the onset of the contract, but instead, account for credits or refunds as an adjustment to the contract consideration as those events occur.~~clients.

Indemnifications Related to Officers and the Board of Directors. We have agreed to indemnify members of our Board of Directors (the “Board”) and certain of our officers if they are named or threatened to be named as a party to any proceeding by reason of the fact that they acted in such capacity. We maintain directors’ and officers’ (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. As a result, we have not recorded any liabilities related to such

indemnifications as of ~~September 30, 2019.~~March 31, 2020. In addition, as a result of the insurance policy coverage, we believe these indemnification agreements are not significant to our results of operations.

~~Prior Year Acquisition.~~ On October 1, 2018, we acquired Forte, a leading provider of advanced payment solutions headquartered in Allen, Texas. We acquired 100% of the equity of Forte for a purchase price of approximately $93 million, (approximately $85 million, excluding cash acquired), of which approximately $13 million of the purchase price was held back subject to certain tax filings, and was paid in July 2019. The purchase agreement also includes provisions for $18.8 million of potential future earn-out payments over a four-year measurement period. The earn-out payments are tied to performance-based goals and a defined service period by the eligible recipients, and are therefore accounted for as post-acquisition compensation. As of September 30, 2019, we have accrued $2.5 million related to the potential earn-out payments.

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

Basic and diluted earnings per common share (“EPS”) amounts are presented on the face of the accompanying Income Statements.

No reconciliation of the basic and diluted EPS numerators is necessary as net income is used as the numerators for all periods presented. 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				Quarter Ended
	September 30,				September 30,				March 31,
	2019		2018		2019		2018		2020		2019
Basic weighted-average common shares		32,016		32,507		32,079		32,541		31,994		32,128
Dilutive effect of restricted common stock		292		156		216	235			364		174
Dilutive effect of Stock Warrants		210		143		177		163		-		136
Diluted weighted-average common shares		32,518		32,806		32,472		32,939		32,358		32,438

The Convertible Notes have a dilutive effect only in those quarterly periods in which our average stock price exceeds the current effective conversion price (see Note 4).

The stock warrants have a dilutive effect only 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 8).

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.

Stock Repurchase Program. We currently have a stock repurchase program, approved by our Board, authorizing us to repurchase our common stock from time-to-time as market and business conditions warrant (the “Stock Repurchase Program”). During the ~~third~~first quarters of ~~2019~~2020 and ~~2018~~2019 we repurchased approximately ~~92,000~~142,000 shares of our common stock for ~~$4.7~~$6.4 million (weighted-average price of ~~$51.09~~$45.26 per share) and approximately ~~138,000~~249,000 shares of our common stock for ~~$5.5~~$9.3 million (weighted-average price of ~~$39.87 per share), respectively, and during the nine months ended September 30, 2019 and 2018,~~we repurchased approximately 485,000 shares of our common stock for $20.6 million (weighted-average price of $42.37 per share) and approximately 395,000 shares of our common stock for $16.9 million (weighted-average price of $42.71$37.37 per share), respectively, under a SEC Rule 10b5-1 Plan. In early April 2020, we suspended stock repurchases under the Stock Repurchase Program and terminated our existing SEC Rule 10b5-1 Plan.

As of ~~September 30, 2019,~~March 31, 2020, the total remaining number of shares available for repurchase under the Stock Repurchase Program totaled ~~5.1~~4.8 million shares.

Stock Repurchases for Tax Withholdings. In addition to the above-mentioned stock repurchases, during the ~~third~~first quarters of ~~2019~~2020 and ~~2018~~2019 we repurchased and then cancelled approximately ~~4,000~~157,000 shares of common stock for ~~$0.2~~$7.6 million and approximately ~~5,000~~103,000 shares of common stock for $0.2 million, respectively, and during the nine months ended September 30, 2019 and 2018, we repurchased and then cancelled approximately 112,000 shares of common stock for $4.7 million and approximately 154,000 shares of common stock for $7.2$4.1 million, respectively, in connection with minimum tax withholding requirements resulting from the vesting of restricted common stock under our stock incentive plans.

Cash Dividends. During the ~~third~~first quarter of 2020, the Board approved a quarterly cash dividend of $0.235 per share of common stock, totaling $7.7 million. During the first quarter of 2019, the Board approved a quarterly cash dividend of $0.2225 per share of common stock, totaling ~~$7.3~~$7.4 million. During the third quarter of 2018, the Board approved a quarterly cash dividend of $0.21 per share of common stock, totaling $7.0 million. Dividends declared for the nine months ended September 30, 2019 and 2018 ~~totaled $22.0 million and $21.0 million, respectively.~~

Warrants. In 2014, in conjunction with the execution of an amendment to our current 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”) based on various milestones. The Stock Warrants have a ten-year term and an exercise price of $26.68 per warrant.

Upon vesting, the Stock Warrants were recorded as a client contract costs asset with the corresponding offset to stockholders’ equity. The client contract costs asset related to the Stock Warrants was amortized as a reduction in cloud and related solutions revenues over the original term of the Comcast amended agreement. As of ~~June 30, 2019, the client contract costs asset related to these Stock Warrants was fully amortized. As of December~~March 31, ~~2018, the client contract costs asset and accumulated amortization related to these Stock Warrants was $25.1 million and $19.8 million, respectively.~~

~~As of September 30, 2019, 1.4~~2020, 1.0 million Stock Warrants remain issued, NaN of which ~~0.4 million~~ were vested. The remaining unvested Stock Warrants will be accounted for as a client 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 first quarter ~~and nine months ended September 30, 2019~~of 2020 is as follows (shares in thousands):

	Quarter Ended					Nine Months Ended					Quarter Ended
	September 30, 2019					September 30, 2019					March 31, 2020
	Shares			Weighted- Average Grant Date Fair Value		Shares			Weighted- Average Grant Date Fair Value		Shares			Weighted- Average Grant Date Fair Value
Unvested awards, beginning		1,180		$	42.00		1,145		$	41.64		1,117		$	42.60
Awards granted		35			52.40		517			41.62		498			47.56
Awards forfeited/cancelled		(38	)		41.13		(152	)		42.41		(14	)		43.00
Awards vested		(41	)		37.92		(374	)		38.76		(448	)		43.23
Unvested awards, ending		1,136		$	42.48		1,136		$	42.48		1,153		$	44.55

Included in the awards granted during ~~2019~~the first quarter of 2020 are performance-based awards for 0.1 million restricted common stock shares issued to members of executive management and certain key employees, which vest in the first quarter of ~~2021~~2022 upon meeting certain pre-established financial performance objectives over a two-year performance period. Certain performance-based awards become fully vested upon a change in control, as defined, ~~and~~ the subsequent involuntary termination of ~~employment.~~employment, and death.

The other restricted common stock shares granted during the ~~nine months ended September 30, 2019~~first quarter of 2020 are primarily time-based awards, which vest annually over four 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, the subsequent involuntary termination of employment, and death.

We recorded stock-based compensation expense for the ~~third~~first quarters of 2020 and 2019 ~~and 2018~~ of ~~$4.8~~$4.9 million and ~~$4.6 million, respectively, and for the nine months ended September 30, 2019 and 2018 of $13.3 million and $14.8~~$3.7 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 ~~2018~~2019 10-K.

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 II Item 1A. Risk Factors of this report and in Part I Item 1A. Risk Factors of our ~~2018~~2019 10-K. Readers are strongly encouraged to review those sections closely in conjunction with MD&A.

We are one of the world’s leading providers of revenue management, ~~and digital monetization,~~ customer experience, and payment solutions ~~providers,~~ ~~and~~ that enable a ~~trusted partner to some~~growing list of ~~the most well-known communications, media, and entertainment~~ companies around the ~~globe.~~world to monetize relationships with their customers in an era of rapid change and digital transformation. We leverage more than 35 years of experience to deliver innovative customer engagement solutions that help our clients ~~simplify the complexity of a rapidly changing business landscape. Drawing~~acquire, monetize, engage, and retain their customers. Our diverse worldwide workforce draws from real-world knowledge and ~~unparalleled~~extensive expertise weto design and implement business solutions that make ~~their~~our clients’ hardest decisions simpler ~~and smarter~~ so that they can focus on ~~evolving~~delivering differentiated and real-time experiences to their ~~businesses to provide highly sophisticated and competitive~~ multi-product offerings while also delivering increasingly differentiated, real-time, and personalized experiences that meet the ever-changing demands of their customers across all stages of the customer lifecycle.customers.

We offer revenue management, customer experience, and ~~digital monetization~~payment solutions for every stage of the customer lifecycle so service providers can deliver an outstanding customer experience that adapts to their customers’ rapidly changing demands. Our proven solutions are built on ~~proven~~a combination of on-premise, public and private cloud platforms, ~~with out-of-the-box and~~either customized or pre-integrated, as well as managed ~~service~~services models that adapt to fit ~~their~~our clients’ unique business needs and enable the transformative change required to create personalized experiences that drive loyalty and retention.

~~Over the years, we have focused~~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 service providers. Our scalable, modular, and flexible solutions combined with our domain expertise and our ability to effectively migrate clients to our solutions, provide the industry with proven solutions to improve their profitability and consumers’ experiences. We have specifically architected our solutions to offer service providers a phased, incremental approach to transforming their businesses, thereby reducing the business interruption risk associated with this evolution.

We generate ~~approximately 60% of~~ our ~~revenues~~revenue primarily from the ~~North American cable and satellite~~global communications markets; however, we serve an expanding group of clients in markets ~~approximately 20% of our revenues from global wireline and wireless communication providers, and the remainder from a variety of other verticals, such as~~including financial services, healthcare, ~~logistics,~~media and ~~transportation. Additionally, during the nine months ended September 30, 2019 we generated 87%~~entertainment companies, and government entities. A summary of our ~~revenues from~~revenue by industry for the ~~Americas region, 9%~~first quarters of ~~our revenues from~~2020 and 2019 were as follows:

Revenue by geographic regions for the ~~Europe, Middle East~~first quarters of 2020 and ~~Africa region, and 4% of our revenues from the Asia Pacific region.~~2019 were as follows:

In ~~February 2016,~~March 2020, the ~~FASB issued ASU 2016-02,~~World Health Organization declared a global pandemic related to the rapidly spreading coronavirus (COVID-19) outbreak which has led to a global health emergency. This outbreak has negatively affected the U.S. and the global economy, created a significant disruption of the financial markets, disrupted global supply chains, and has resulted in mandated closures, orders to shelter-in-place, and significant travel restrictions. While we have taken measures to protect the health and safety of our employees, to include work from home requirements for those employees whom are able to conduct business from home ~~Leases~~and delayed travel, we are still conducting business as usual and are working ~~(Topic 842) (“ASC 842”), which requires lessees~~with our clients to ~~recognize a lease liability~~minimize any potential disruption. At this time, we do not believe that our work from home requirements have adversely impacted our internal controls, financial reporting systems, or our operations.

The full extent of the impact of the COVID-19 pandemic on our business, operations, and ~~a right-of-use asset~~financial results will depend on numerous evolving factors that we may not be able to accurately predict. See Part II Item 1A. Risk Factors of this report for ~~all leases, including operating leases, with a term greater than twelve months on its balance sheet. We adopted the ASU in January of 2019, utilizing the effective date method of transition.~~additional details. While the ~~adoption~~outbreak did not negatively impact our operating results for the first quarter of 2020, we are beginning to experience extended sales and implementation cycles related to our revenue management and customer experience solutions, as well as volume reductions at certain of our payment solutions clients. In addition, we are also beginning to experience some revenue headwinds as a result of recent foreign currency movements. We anticipate that these impacts to revenue will begin to be realized in the second quarter of 2020, and could continue for the remainder of 2020, or until economic conditions improve. We will continue to diligently monitor and manage our expense levels considering our anticipation of a lower revenue profile for the remainder of 2020.

As we continue to manage our business in this uncertain environment, our priorities will remain the health and safety of our employees, providing our clients with world-class services and solutions, and prudently managing our liquidity to ensure our continued financial strength. Additionally, in early April 2020, we suspended our stock repurchases under our Stock Repurchase Program as we continue to evaluate the implications of the COVID-19 pandemic. As of March 31, 2020, we had approximately $131 million in cash and an additional $200 million available to borrow under our revolving credit facility. Given our financial strength, we expect to be able to maintain adequate liquidity as we manage through the current environment, though we cannot reasonably estimate the duration and severity of this ~~standard resulted in a material gross-up of our Balance Sheet assets and liabilities, it did not have a material~~global pandemic or its ultimate impact on the global economy and our ~~Income Statement or Statement of Cash Flows.~~business results.

~~Refer to Notes 2 and 5 to our Financial Statements for further detail regarding the adoption of ASC 842.~~

~~Third~~First Quarter Highlights. A summary of our results of operations for the ~~third~~first quarter of ~~2019,~~2020, when compared to the ~~third~~first quarter of ~~2018,~~2019, is as follows (in thousands, except per share amounts and percentages):

	Quarter Ended						Quarter Ended
	September 30, 2019			September 30, 2018			March 31, 2020			March 31, 2019
Revenues	$	251,414		$	213,055
Revenue							$	245,617		$	244,793
Transaction fees (1)		16,364			-			18,324			17,132
Operating Results:
Operating income	$	33,420		$	25,653		$	33,159		$	32,093
Operating income margin		13.3	%		12.0	%		13.5	%		13.1	%
Diluted EPS	$	0.66		$	0.49		$	0.66		$	0.59
Supplemental Data:
Restructuring and reorganization charges	$	1,330		$	2,799		$	966		$	115
Acquisition-related costs:
Amortization of acquired intangible assets		3,153			2,170			3,051			3,181
Earn-out compensation								-			1,260
Transaction-related costs		-			261			53			-
Stock-based compensation (2)		4,801			4,695			4,925			4,664
Amortization of OID		709			671			730			690

Revenue. ~~Revenues~~Revenue for the ~~third~~first quarter of ~~2019 were $251.4~~2020 was $245.6 million, an ~~18%~~$0.8 million increase when compared to ~~revenues~~revenue of ~~$213.1~~$244.8 million for the ~~third~~first quarter of 2018, with the increase mainly attributed to the additional revenues generated from the acquisition of Forte on October 1, 2018, and the continued growth in our cloud solutions and managed service arrangements.2019.

Operating Results. Operating income for the ~~third~~first quarter of ~~2019~~2020 was ~~$33.4~~$33.2 million, or a ~~13.3%~~13.5% operating margin percentage, compared to ~~$25.7~~$32.1 million, or a ~~12.0%~~13.1% operating margin percentage for the ~~third~~first quarter of ~~2018.~~2019. The increase in operating income is primarily a result of the higher ~~revenues generated in~~revenue for the ~~third quarter of 2019.~~quarter.

Diluted EPS. Diluted EPS for the ~~third~~first quarter of ~~2019~~2020 was $0.66 compared to ~~$0.49~~$0.59 for the ~~third~~first quarter of ~~2018, reflective of~~2019, with the ~~higher operating income~~increase mainly attributed to lower non-operating expense for the ~~third~~first quarter of ~~2019.~~2020.

Cash and Cash Flows. As of ~~September 30, 2019,~~March 31, 2020, we had cash, cash equivalents and short-term investments of ~~$172.0~~$131.3 million, as compared to ~~$131.5 million as of June 30, 2019 and $162.9~~$182.7 million as of December 31, ~~2018.~~2019. Our cash flows from operating activities for the quarter ended ~~September 30,~~March 31, 2020 were ($7.2) million due to the timing of two key recurring client payments due before quarter-end which were received after quarter-end, and the payment of the 2019 ~~were $79.1 million.~~year-end accrued employee incentive compensation. See the Liquidity section below for further discussion of our cash flows.

Client Concentration. A large percentage of our historical ~~revenues~~revenue have been generated from our two largest clients, which are Comcast and Charter Corporation Inc. (“Charter”).

~~Revenues~~Revenue from these clients for the indicated periods were as follows (in thousands, except percentages):

	Quarter Ended															Quarter Ended
	September 30, 2019					June 30, 2019					September 30, 2018					March 31, 2020					December 31, 2019					March 31, 2019
	Amount		% of Revenues			Amount		% of Revenues			Amount		% of Revenues			Amount		% of Revenue			Amount		% of Revenue			Amount		% of Revenue
Comcast	$	58,446		23	%	$	55,439		23	%	$	55,287		26	%	$	52,679		21	%	$	60,049		24	%	$	55,027		22	%
Charter		49,575		20	%		48,455		20	%		44,853		21	%		50,712		21	%		50,617		20	%		46,347		19	%

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

	As of									As of
	September 30,			June 30,			December 31,			March 31,			December 31,			March 31,
	2019			2019			2018			2020			2019			2019
Comcast		23	%		22	%		24	%		20	%		24	%		28	%
Charter		22	%		29	%		21	%		30	%		24	%		21	%

See our ~~2018~~2019 10-K for additional discussion of our business relationships and contractual terms with Comcast and Charter.

~~Comcast.~~ In November 2018, Comcast exercised the first of their two one-year renewal options extending the term of their agreement through June 30, 2020. Terms of the extension remain consistent with the financial terms and obligations under the existing agreement. Additionally, under the terms of the agreement, Comcast has the right to exercise an additional one-year renewal option no later than January 1, 2020, to extend the term of the Agreement through June 30, 2021.

We are currently engaged in discussions with Comcast regarding contract renewal terms. Although we believe our operating relationship with Comcast is good, there can be no assurances around the timing and/or terms of any renewal arrangements at this time.

~~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 Client Concentration. We expect to continue to generate a significant percentage of our future ~~revenues~~revenue from our largest clients mentioned above. There are inherent risks whenever a large percentage of total ~~revenues~~revenue are concentrated with a limited number of clients. Should a significant client: (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.

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 ~~2018~~2019 10-K.

~~Total Revenues.~~Revenue. Total ~~revenues~~revenue for ~~the: (i) third~~the first quarter of ~~2019 were $251.4~~2020 was $245.6 million, an ~~18%~~$0.8 million increase when compared to ~~$213.1~~$244.8 million for the ~~third~~first quarter of ~~2018; and (ii) nine months ended September 30, 2019 were $742.1 million, an 18%~~2019. This increase ~~when compared to $627.8 million for the nine months ended September 30, 2018. The year-over-year increase in revenues~~ can be mainly attributed ~~to the additional revenues generated from the Forte acquisition on October 1, 2018, and~~to: (i) the continued ~~growth~~strong revenue from our revenue management solutions, offset to a certain degree by the pricing adjustments provided to Comcast in ~~our cloud solutions and managed services arrangements. Additionally,~~conjunction with the ~~nine months ended September 30,~~five-year extension signed in December 2019 ~~includes a full nine months of revenues from Business Ink (acquired on February 28, 2018), compared to only seven months of revenues for the nine months ended September 30, 2018.~~

~~The~~ ~~components of total revenues~~,that became effective January 1, 2020, discussed in ~~more detail below, are as follows (in thousands):~~CSG’s 2019 Form 10-K; and (ii) revenue growth from our payments solutions.

We use the location of the client as the basis of attributing ~~revenues~~revenue to individual countries. ~~Revenues~~Revenue by geographic regions for the ~~third~~first quarters of 2020 and ~~nine months ended September 30,~~ 2019 ~~and 2018~~ were as follows (in thousands):

	Quarter Ended				Nine Months Ended				Quarter Ended
	September 30,				September 30,				March 31,
	2019		2018		2019		2018		2020		2019
Americas (principally the U.S.)	$	218,694	$	180,489	$	643,814	$	530,609	$	216,997	$	210,729
Europe, Middle East, and Africa		23,284		21,723		70,516		64,135		21,032		24,626
Asia Pacific		9,436		10,843		27,733		33,048		7,588		9,438
Total revenues	$	251,414	$	213,055	$	742,063	$	627,792
Total revenue									$	245,617	$	244,793

~~Cloud and Related Solutions Revenues.~~ ~~Cloud and related solutions revenues for: (i) the~~ ~~third quarter of 2019were $224.3 million, a 20% increase when compared to~~ ~~$186.5 million~~ ~~for the third quarter of 2018; and (ii) nine months ended September 30, 2019 were $666.1 million, a 21% increase when compared to $551.4 million for the nine months ended September 30, 2018.~~ ~~These increases between periods in cloud and related solutions~~ revenues are primarily due to the additional revenues generated from the acquired Forte business, and to a lesser degree, the continued growth in our cloud and managed services arrangements. In addition, the year-to-date increase is also attributable to the 2019 full period impact of the additional revenues from the Business Ink acquisition.

~~Software and Services Revenues.~~ ~~Software and services revenues for the: (i)~~ ~~third quarter of 2019were $14.4 million, a slight increase when compared to~~ ~~$14.3 million~~ ~~for the third quarter of 2018; and (ii) nine months ended September 30, 2019 and 2018 were consistent at $39.6 million for both periods.~~

~~Maintenance Revenues.~~ ~~Maintenance revenues for the: (i)~~ ~~third quarter of 2019were $12.7 million, a 3% increase when compared to~~ ~~$12.3 million~~ for the third quarter of 2018; and (ii) nine months ended September 30, 2019 were $36.3 million, a 1% decrease when compared to $36.8 million for the nine months ended September 30, 2018. These fluctuations are caused primarily by the timing of maintenance renewals and related revenue recognition.

We continue to transition our focus towards more predictable recurring revenues models with our managed services arrangements and delivery of our cloud-based solutions and away from large transactional software and services deals with related maintenance agreements.

Total Expenses. Our operating expenses for ~~the: (i)~~the ~~third~~first quarter of ~~2019~~2020 were ~~$218.0~~$212.5 million, ~~a 16% increase~~relatively consistent when compared to $~~187.4~~212.7 million for the ~~third~~first quarter of 2018; and (ii) nine months ended September 30, 2019 were $646.2 million, a 17% increase when compared to $552.3 million for the nine months ended September 30, 2018. These increases between periods can be mainly attributed to additional operating expenses from the acquired Forte business on October 1, 2018, to include transaction fees and acquisition amortization, and increased employee-related costs.2019.

Cost of ~~Revenues.~~Revenue ~~See our 2018 10-K for a description of the types of costs that are included in the individual line items for cost of revenues.~~

~~The~~ ~~components of cost of revenues, discussed in more detail below, are as follows (in thousands):~~

~~Cost of Cloud and Related Solutions (Exclusive~~(Exclusive of Depreciation). The cost of ~~cloud and related solutions~~revenue for ~~the: (i) third~~the first quarter of ~~2019 increased 25%~~2020 was $131.2 million, a 2% increase when compared to ~~$119.1 million, from $95.1~~$129.0 million for the ~~third~~first quarter of ~~2018; and (ii) nine months ended September 30, 2019 increased 27% to $352.4 million, from $277.2 million for the nine months ended September 30, 2018. These increases~~2019. This increase can be mainly attributed to the ~~cloud and related solutions expense~~costs associated with personnel being reassigned to cost of ~~the acquired Forte business included in our results, to include transaction fees and acquisition amortization, and are also reflective~~revenue projects from R&D projects. Total cost of the increase in cloud and related solutions revenues between years. Additionally, the year-to-date increase also includes the 2019 full period impact of the acquired Business Ink business. Total cloud and related solutions costrevenue as a percentage of ~~cloud and related solutions revenues~~revenue for ~~the: (i) third~~the first quarters of ~~2019~~2020 and 2018 were 53.0% and 51.0%, respectively; and (ii) nine months ended September 30, 2019 and 2018 were 52.9% and 50.3%, respectively (with the third quarter and nine months of ended September 30, 2019 reflective of transaction fees of $16.4 million and $51.3 million, respectively).

~~Cost of Software and Services (Exclusive of Depreciation).~~ The cost of software and services for the: (i) third quarter of 2019 decreased 13% to $7.5 million, from $8.7 million for the third quarter of 2018; and (ii) nine months ended September 30, 2019 decreased 5% to $24.6 million, from $25.8 million for the nine months ended September 30, 2018. Total software and services cost as a percentage of our software and services revenues for the: (i) third quarters of 2019 and 2018 were 52.2% and 60.7%, respectively; and (ii) nine months ended September 30, 2019 and 2018 were 62.1% and 65.2%, respectively.

Variability in quarterly revenues and operating results are inherent characteristics of companies that sell software licenses and perform professional services. Our quarterly revenues for software licenses and professional services may fluctuate, depending on various factors, including the timing of executed contracts and revenue recognition, and the delivery of contracted solutions. However, the costs associated with software and professional services revenues are not subject to the same degree of variability (e.g., these costs are generally fixed in nature within a relatively short period of time), and thus, fluctuations in our cost of software and services as a percentage of our software and services revenues will likely occur between periods.

~~Cost of Maintenance (Exclusive of Depreciation).~~ ~~The cost of maintenance for the: (i) third quarter of~~ 2019 was ~~$5.4 million, relatively consistent with $5.3 million for the third quarter of 2018;~~53.4% and (ii) nine months ended September 30, 2019 was $16.2 million, a slight decrease when compared to $16.6 million for the nine months ended September 30, 2018. Total cost of maintenance as a percentage of our maintenance revenues for the third quarters of 2019 and 2018 were 42.7% and 43.0%, respectively; and (ii) nine months ended September 30, 2019 and 2018 were 44.7% and 45.1%52.7%, respectively.

R&D Expense. R&D expense for ~~the: (i) third~~the first quarter of ~~2019 increased 3%~~2020 decreased 7% to ~~$32.6~~$30.3 million, from ~~$31.5~~$32.6 million for the ~~third~~first quarter of ~~2018; and (ii) nine months ended September 30, 2019 increased 4% to $95.8 million, from $91.8 million for the nine months ended September 30, 2018.~~2019. The ~~increases~~decrease in R&D expense is mainly attributed to lower employee-related costs, to include personnel and the related costs previously assigned to R&D ~~costs~~projects being reassigned to other areas of the ~~Forte business.~~business, discussed above. As a percentage of total ~~revenues,~~revenue, R&D expense for the ~~third~~first quarters of 2020 and 2019 were 12.4% and ~~2018 were 12.9% and 14.8%~~13.3%, ~~respectively (with the percentage decrease reflective of transaction fees of $16.4 million).~~ respectively.

Our R&D efforts are focused on the continued evolution of our solutions that enable service providers worldwide to provide a more personalized customer experience while introducing new digital products and services. This includes the continued investment in our cloud-based solutions.

Selling, General and Administrative (“SG&A”) Expense. SG&A expense for ~~the: (i) third~~the first quarter of ~~2019 increased 19%~~2020 decreased 3% to ~~$46.7~~$44.4 million, from ~~$39.2~~$45.9 million for the ~~third~~first quarter of ~~2018; and (ii) nine months ended September 30, 2019 increased 14% to $138.0 million, from $120.5 million for the nine months ended September 30, 2018. These increases are~~2019. This decrease is primarily due to ~~the SG&A costs related to Forte business and increased~~lower employee-related costs. Our SG&A costs as a percentage of total ~~revenues~~revenue for the ~~third~~first quarters of 2020 and 2019 were 18.1% and ~~2018 were 18.6% and 18.4%~~18.8%, respectively.

Depreciation. Depreciation expense for ~~the: (i) third~~the first quarter of ~~2019~~2020 increased ~~11%~~9% to ~~$5.4~~$5.6 million, from ~~$4.8~~$5.1 million for the ~~third~~first quarter of ~~2018; and (ii) nine months ended September 30, 2019 increased 20% to $15.9 million, from $13.3 million for the nine months ended September 30, 2018. These increases~~2019. This increase can be primarily attributed to the increased level of capital expenditures we have made ~~throughout 2018~~ on items such as technology, security, infrastructure, and modernization of ~~equipment, and to a lesser degree, the depreciation expense from the acquired Forte and Business Ink assets.~~

~~Restructuring and Reorganization Charges.~~ Restructuring and reorganization charges for the: (i) third quarter of 2019 decreased 52% to $1.3 million, from $2.8 million for the third quarter of 2018; and (ii) nine months ended September 30, 2019 decreased 53% to $3.3 million, from $7.0 million for the nine months ended September 30, 2018. The restructuring and reorganization charges for these periods relate to: (i) organizational changes to pursue global opportunities and efficiencies, which led to a reduction in our workforce in certain areas of our business; (ii) costs related to the abandonment of certain facilities; and (iii) in 2018, the closing of one of our print facilities, which resulted in restructuring charges related to involuntary terminations and the impairment of assets. equipment.

Operating Income. Operating income for ~~the: (i) third~~the first quarter of ~~2019~~2020 was ~~$33.4~~$33.2 million, or ~~13.3%~~13.5% of total ~~revenues,~~revenue, compared to ~~$25.7~~$32.1 million, or ~~12.0%~~13.1% of total ~~revenues~~revenue for the ~~third~~first quarter of ~~2018; and (ii) nine months ended September 30, 2019 was $95.9 million, or 12.9% of total revenues, compared to $75.5 million, or 12.0% of total revenues for the nine months ended September 30, 2018.~~2019. The ~~increases~~increase in operating income ~~are~~is primarily a result of the higher ~~revenues~~revenue generated in ~~2019.~~2020.

~~Loss on Extinguishment~~Other, Net. Other expense for the first quarter of ~~Debt.~~ ~~In March 2018, we refinanced our 2015 Credit Agreement, and as a result, we incurred a loss~~2020 was $0.1 million, compared to $1.5 million for the first quarter of ~~$0.8 million related~~2019, with the amounts mainly attributed to ~~the write-off of unamortized debt issuance costs.~~foreign currency losses.

Income Tax Provision. The effective income tax rates for the ~~third~~first quarters of 2020 and ~~nine months ended September 30,~~ 2019 ~~and 2018~~ were as follows:

Our estimated full year ~~2019~~2020 effective income tax rate is approximately 26%.

As of ~~September 30, 2019,~~March 31, 2020, our principal sources of liquidity included cash, cash equivalents and short-term investments of ~~$172.0~~$131.3 million, as compared to ~~$131.5 million as of June 30, 2019 and $162.9~~$182.7 million as of December 31, ~~2018.~~2019. 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 2018 Credit Agreement, we have a $200 million senior secured revolving loan facility with a syndicate of financial institutions that expires in March 2023. As of ~~September 30, 2019,~~March 31, 2020, there were no borrowings outstanding on the 2018 Revolver. The 2018 Credit Agreement contains customary affirmative covenants and financial covenants. As of ~~September 30, 2019,~~March 31, 2020, and the date of this filing, we believe that we are in compliance with the provisions of the 2018 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,		March 31,		December 31,
	2019		2018		2020		2019
Americas (principally the U.S.)	$	122,274	$	110,385	$	85,185	$	125,309
Europe, Middle East and Africa		41,198		45,884		39,234		50,477
Asia Pacific		8,495		6,611		6,854		6,871
Total cash, equivalents and short-term investments	$	171,967	$	162,880	$	131,273	$	182,657

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. As of ~~September 30, 2019,~~March 31, 2020, we had ~~$2.8~~$2.6 million of cash restricted as to use primarily to collateralize outstanding letters of credit.

We calculate our cash flows from operating activities in accordance with U.S. GAAP, beginning with net income, adding back the impact of non-cash items or non-operating activity (e.g., depreciation, amortization, amortization of OID, impairments, gain/loss from debt extinguishments, deferred income taxes, stock-based compensation, etc.), and then factoring in the impact of changes in operating assets and liabilities. See our ~~2018~~2019 10-K for a description of the primary uses and sources of our cash flows from operating activities.

Our ~~2019~~2020 and ~~2018~~2019 net 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

Changes in

Provided by

Operating

(Used In) Operating

Assets and

Activities –

Operations

Liabilities

Totals

Cash Flows from Operating Activities:

2019:

March 31

$
42,003

$
(29,177
)

$
12,826

June 30

46,072

$
(30,469
)

15,603

September 30

44,210

34,888

79,098

Total

$
132,285

$
(24,758
)

$
107,527

2018:

March 31

$
38,247

$
(8,392
)

$
29,855

June 30

38,476

(42,117
)

(3,641
)
September 30

34,888

12,167

47,055

Total

$
111,611

$
(38,342
)

$
73,269

						Net Cash
			Changes in			Provided by
			Operating			(Used In) Operating
			Assets and			Activities –
	Operations		Liabilities			Totals
Cash Flows from Operating Activities:
2020:
March 31	$	52,938	$	(60,151	)	$	(7,213	)

2019:
March 31	$	42,003	$	(29,177	)	$	12,826

Cash flows from operating activities for the first quarters of ~~2019~~2020 and ~~2018~~2019 reflect the negative impacts of the payment of the ~~2018~~2019 and ~~2017~~2018 year-end accrued employee incentive compensation in the first quarter subsequent to the year-end accrual for these items. Additionally, cash flows from operating activities for the first ~~and second~~ quarters of ~~2019,~~2020 and ~~the second quarter of 2018,~~2019, were negatively impacted by the timing ~~around~~of certain recurring key client payments that were delayed and received subsequent to ~~quarter-end.~~quarter-end, of approximately $33 million and $14 million, respectively.

We believe the above table illustrates our ability to generate recurring quarterly cash flows from our operations, and the importance of managing our working capital items. Variations in our net cash provided by operating activities are generally related to the changes in our operating assets and liabilities (related mostly to fluctuations in timing at quarter-end of client payments and changes in accrued 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 ~~2019~~2020 and ~~2018~~2019 that impacted our cash flows from operating activities are as follows:

Management of our billed accounts receivable is one of the primary factors in maintaining ~~consistently~~ strong quarterly 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

2019:

March 31

$
247,833

$
(2,897
)

$
244,936

65

June 30

268,656

(2,861
)

265,795

67

September 30

245,972

(3,356
)

242,616

67

2018:

March 31

$
217,018

$
(3,967
)

$
213,051

70

June 30

243,874

(3,961
)

239,913

67

September 30

250,913

(4,182
)

246,731

68

Quarter Ended	Gross		Allowance			Net Billed		DBOs
2020:
March 31	$	264,601	$	(3,888	)	$	260,713		72

2019:
March 31	$	247,833	$	(2,897	)	$	244,936		65

As of ~~September 30,~~March 31, 2020 and 2019, ~~nearly~~approximately 95% of our billed accounts receivable balance, ~~was~~for both periods, were less than 60 days past due.

AsThe year-over-year increase in DBOs can be directly attributed to the increase key client delays of their recurring payments, as noted above. We may experience future adverse impacts to our DBOs if we experience payment delays, which may be exacerbated as a result of the impact of the COVID-19 pandemic on our clients and their ability to pay in a timely manner. Additionally, as a global provider of software and professional services, a portion of our accounts receivable balance relates to clients outside the U.S. This diversity in the geographic composition of our client base may adversely impact our DBOs as longer billing cycles (i.e., billing terms and cash collection cycles) are an inherent characteristic of international software and professional services transactions. For example,company, our ability to ~~bill (i.e., send an invoice) and collect arrangement fees~~invoice certain clients outside of the U.S. may be dependent upon ~~among other things: (i) the~~ completion of ~~various client administrative matters,~~ local country billing protocols and processes ~~(including local cultural differences), and/~~which may be impacted or ~~non-client administrative matters; (ii) us meeting~~delayed due to the global pandemic. While we currently do not expect the impact to our net accounts receivable to be significant, the duration and severity of this global pandemic are still evolving and uncertain.

Accrued employee compensation decreased $31.1 million to $46.4 million as of March 31, 2020, from $77.5 million as of December 31, 2019, due primarily to the payment of the 2019 employee incentive compensation that was fully accrued at December 31, 2019, offset to a certain ~~contractual invoicing milestones; or (iii)~~degree by the ~~overall project status in certain situations in which we act as a subcontractor to another vendor on a project.~~accrual for the 2020 employee incentive compensation.

Our typical investing activities consist of purchases/sales of short-term investments and purchases of software, property and equipment, which are discussed below. ~~During~~Additionally, during the nine months ended September 30, 2019, certain Forte income tax matters were resolved, and as a result, we paid the remaining $13.2 million purchase price that had been originally held back (see Note 6 to our Financial Statements). During the nine months ended September 30, 2018,first quarter of 2020 we acquired ~~Business Ink~~Tekzenit for ~~$68.6~~approximately $10 million, net of cash acquired. Additionally, as discussed in Note 2 to our Financial Statements, during the nine months ended September 30, 2019 and 2018, we made investments in a payment technology and services company for $4.0 million and $2.8 million, respectively. All of these activities arewhich is included in our cash flows from investing activities.

Purchases/Sales of Short-term Investments. For the ~~nine months ended September 30,~~first quarters of 2020 and 2019, ~~and 2018,~~ we purchased ~~$25.4~~$16.0 million and ~~$53.3~~$14.2 million, respectively, and sold (or had mature) ~~$38.0~~$18.7 million and ~~$190.5~~$19.6 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, and will likely purchase and sell additional short-term investments in the future.

Software, Property and Equipment. Our capital expenditures for the ~~nine months ended September 30,~~first quarters of 2020 and 2019 ~~and 2018~~ for software, property and equipment were ~~$27.7~~$4.8 million and ~~$44.0~~$8.3 million, respectively, and consisted principally of investments in: (i) statement production equipment; (ii) computer hardware, software, and related equipment; and (iii) facilities and internal infrastructure items.

Our financing activities typically consist of activities associated with our common stock and our long-term debt.

Cash Dividends Paid on Common Stock. During the ~~nine months ended September 30,~~first quarters of 2020 and 2019, ~~and 2018,~~ the Board approved dividends totaling ~~$22.0~~$7.7 million and ~~$21.0~~$7.4 million, respectively, and made dividend payments of ~~$22.0~~$8.3 million and ~~$21.2~~$7.6 million, respectively, through ~~September 30,~~March 31, 2020 and 2019 ~~and 2018~~ (with the differences attributed to unvested incentive shares that are paid upon vesting).

Repurchase of Common Stock. During the ~~nine months ended September 30,~~first quarters of 2020 and 2019, ~~and 2018,~~ we repurchased approximately ~~485,000~~142,000 and ~~395,000~~249,000 shares of our common stock, respectively, under the guidelines of our Stock Repurchase Program for ~~$20.6~~$6.4 million and ~~$16.9~~$9.3 million, respectively, and paid ~~$21.0~~$6.3 million and ~~$16.8~~$9.5 million, respectively, through ~~September 30,~~March 31, 2020 and 2019 ~~and 2018~~ (with the differences attributed to the timing of share ~~settlement ).~~settlement).

Outside of our Stock Repurchase Program, during the ~~nine months ended September 30,~~first quarters of 2020 and 2019, ~~and 2018,~~ we repurchased from our employees and then cancelled approximately ~~112,000~~157,000 and ~~154,000~~103,000 shares of our common stock, respectively, for ~~$4.7~~$7.6 million and ~~$7.2~~$4.1 million, respectively, in connection with minimum tax withholding requirements resulting from the vesting of restricted common stock under our stock incentive plans.

Long-term Debt. During the ~~nine months ended September 30,~~first quarters of 2020 and 2019, ~~and 2018,~~ we made principal repayments of ~~$5.6~~$1.9 million, ~~and $3.8 million respectively.~~for both periods.

During the first quarter of 2018, we refinanced our 2015 Credit Agreement and as a result, we repaid the outstanding principal balance of $120.0 million and borrowed $150.0 million under the 2018 Credit Agreement, resulting in a net increase of available cash of $30.0 million. As part of the refinancing, we paid $1.5 million of deferred financing costs.

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

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

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

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 future share repurchases will be dependent on then current market conditions and other business-related factors. Our common stock repurchases are discussed in more detail in Note 8 to our Financial Statements.

During the ~~nine months ended September 30, 2019,~~first quarter of 2020, we repurchased ~~0.5~~142,000 million shares of our common stock for ~~$20.6~~$6.4 million (weighted-average price of ~~$42.37~~$45.26 per share).

Outside of our Stock Repurchase Program, during the ~~nine months ended September 30, 2019,~~first quarter of 2020, we repurchased from our employees and then cancelled ~~0.1~~158,000 million shares of our common stock for ~~$4.7~~$7.6 million in connection with minimum tax withholding requirements resulting from the vesting of restricted common stock under our stock incentive plans.

In January 2020, we acquired certain assets of Tekzenit, Inc. (“Tekzenit”) for a purchase price of approximately $10 million. The purchase agreement includes provisions for additional 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.

These acquisitions were funded from currently available cash. Our acquisition of Tekzenit is 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 ~~clients.~~

The Stock Warrants are discussed in more detail in Note 8 to our Financial Statements.

During the next twelve months, there are no scheduled conversion triggers on our 2016 Convertible Notes. As a result, we expect our required debt service cash outlay during the next twelve months for the 2016 Convertible Notes to be limited to interest payments of $9.8 million.

Our 2018 Credit Agreement mandatory repayments and the cash interest expense (based upon current interest rates) for the next twelve months is ~~$9.4~~$11.3 million, and ~~$5.4~~$3.9 million, respectively. We have the ability to make prepayments on our 2018 Credit Agreement without penalty.

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, cash equivalents and short-term investments balances and our 2018 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.

Market risk is the potential loss arising from adverse changes in market rates and prices. As of ~~September 30, 2019,~~March 31, 2020, 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 changes in foreign currency exchange rates. We have not historically entered into derivatives or other financial instruments for trading or speculative purposes.

Long-Term Debt. The interest rate on our 2016 Convertible Notes is fixed, and thus, as it relates to our convertible debt borrowings, we are not exposed to changes in interest rates.

The interest rates on our 2018 Credit Agreement are based upon an adjusted LIBOR rate plus an applicable margin, or an alternate base rate plus an applicable margin. See Note 4 to our Financial Statements for further details of our long-term debt.

A hypothetical adverse change of 10% in the ~~September 30, 2019~~March 31, 2020 adjusted LIBOR rate would not have had a material impact upon our results of operations.

Cash Equivalents and Short-term Investments. Our cash and cash equivalents as of ~~September 30, 2019~~March 31, 2020 and December 31, ~~2018~~2019 were ~~$160.6~~$107.7 million and ~~$139.3~~$156.5 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, 2019~~March 31, 2020 and December 31, ~~2018~~2019 were ~~$11.3~~$23.5 million and ~~$23.6~~$26.1 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: (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 Assets. We are exposed to market risk associated with cash held on behalf of our clients related to our payment processing services. As of ~~September 30, 2019~~March 31, 2020 and December 31, ~~2018~~2019, we had ~~$112.8~~$122.6 million and ~~$124.6~~$169.3 million, respectively, of cash collected on behalf of our clients which is held for an established holding period until settlement with the client. The holding period is generally one to four business days depending on the payment model and contractual terms with the client. During the holding period, cash is held in accounts with various major financial institutions in the U.S. in an amount equal to at least 100% of the aggregate amount owed to our clients. 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, 2019,~~March 31, 2020, the fair value of the 2016 Convertible Notes was estimated at ~~$261.1~~$236.3 million, using quoted market prices.

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, 2019,~~first quarter of 2020, we generated approximately ~~88%~~89% of our ~~revenues~~revenue in U.S. dollars. We expect that, in the foreseeable future, we will continue to generate a very large percentage of our ~~revenues~~revenue in U.S. dollars.

As of ~~September 30, 2019~~March 31, 2020 and December 31, ~~2018,~~2019, 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, 2019					December 31, 2018					March 31, 2020					December 31, 2019
	Monetary			Monetary		Monetary			Monetary		Monetary			Monetary		Monetary			Monetary
	Liabilities			Assets		Liabilities			Assets		Liabilities			Assets		Liabilities			Assets
Pounds sterling	$	(16	)	$	1,121	$	(3	)	$	1,848	$	(8	)	$	1,696	$	(30	)	$	1,786
Euro		(149	)		10,578		(448	)		7,482		(222	)		8,592		(76	)		11,284
U.S. Dollar		(451	)		22,767		(632	)		18,044		(283	)		18,689		(117	)		18,890
South African Rand		-			3,486		-			270		(54	)		5,646		-			7,602
Other		(25	)		1,382		(7	)		957		(13	)		1,297		(6	)		1,065
Totals	$	(641	)	$	39,334	$	(1,090	)	$	28,601	$	(580	)	$	35,920	$	(229	)	$	40,627

A hypothetical adverse change of 10% in the ~~September 30, 2019~~March 31, 2020 exchange rates would not have had a material impact upon our results of operations based on the monetary assets and liabilities as of ~~September 30, 2019.~~March 31, 2020.

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.

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.

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

A discussion of our risk factors can be found in Item 1A. Risk Factors in our ~~2018~~2019 Form 10-K. There were no material changes to the risk factors disclosed in our ~~2018~~2019 Form 10-K during the ~~third~~first quarter of ~~2019.~~2020, other than the addition of the following below.

Our Business May be Disrupted and Our Results of Operations and Cash Flows May be Adversely Affected by the Recent Coronavirus (COVID-19) Pandemic.

In March 2020, the World Health Organization declared a global pandemic related to the rapidly spreading coronavirus (COVID-19) outbreak which has led to a global health emergency. This outbreak has adversely affected workforces, clients, economies, and financial markets globally. The significance of the impact on our operations is not yet certain and depends on numerous evolving factors that we may not be able to accurately predict or effectively respond to, including, among others:

While we have significant sources of cash and liquidity and access to a committed credit line, a prolonged period of generating lower cash from operations could adversely affect our financial condition and the achievement of our strategic objectives.

The following table presents information with respect to purchases of our common stock made during the ~~third~~first quarter of ~~2019~~2020 by CSG Systems International, Inc. or any “affiliated purchaser” of CSG Systems International, Inc., as defined in Rule 10b-18(a)(3) under the Exchange Act.

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

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.

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

		Page No.

Part I - FINANCIAL INFORMATION

Item 1.	Condensed Consolidated Balance Sheets as of ~~September 30, 2019~~March 31, 2020 and December 31, ~~2018~~2019 (Unaudited)	3

	Condensed Consolidated Statements of Income for the Quarters Ended March 31, 2020 and ~~Nine Months Ended September 30,~~ 2019 ~~and 2018~~ (Unaudited)	4

	Condensed Consolidated Statements of Comprehensive Income for the Quarters Ended March 31, 2020 and ~~Nine Months Ended September 30,~~ 2019 ~~and 2018~~ (Unaudited)	5

	Condensed Consolidated Statements of Stockholders’ Equity for the Quarters Ended March 31, 2020 and ~~Nine Months Ended September 30,~~ 2019 ~~and 2018~~ (Unaudited)	6

	Condensed Consolidated Statements of Cash Flows for the ~~Nine Months~~Quarters Ended ~~September 30,~~March 31, 2020 and 2019 ~~and 2018~~ (Unaudited)	87

	Notes to Condensed Consolidated Financial Statements (Unaudited)	98

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	1715

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	2623

Item 4.	Controls and Procedures	2824

Part II - OTHER INFORMATION

Item 1.	Legal Proceedings	2925

Item 1A.	Risk Factors	2925

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	2925

Item 6.	Exhibits	2926

	Index to Exhibits	3027

	Signatures	3128


January 1, 2019 balance	$	255,816
Adjustments related to prior acquisitions		640
Effects of changes in foreign currency exchange rates		(3,406	)
September 30, 2019 balance	$	253,050


January 1, 2020 balance	$	259,164
Tekzenit, Inc. acquisition		9,154
Effects of changes in foreign currency exchange rates		(5,485	)
March 31, 2020 balance	$	262,833

	Quarter Ended			Nine Months Ended
	September 30, 2019			September 30, 2019
Operating lease expense	$	6,752		$	17,915
Variable lease expense		1,328			3,535
Short-term lease expense		147			438
Sublease income		(441	)		(1,274	)
Total net lease expense	$	7,786		$	20,614

Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
Emerging growth company	☐

	Nine Months Ended
	September 30, 2019
Supplemental Cash Flows Information:
Cash paid for amounts included in the measurement of operating lease liabilities	$	17,250
Right-of-use assets obtained in exchange for new operating lease liabilities		26,277
Weighted-average remaining lease term - operating leases	57 months
Weighted-average discount rate - operating leases		4.40	%

2019 (excluding the nine months ended September 30, 2019)	$	7,960
2020		25,273
2021		25,146
2022		18,960
2023		12,504
Thereafter		21,898
Total future minimum lease payments (1)		111,741
Less: Interest (2)		(12,279	)
Total	$	99,462

Current operating lease liabilities	$	22,888
Non-current operating lease liabilities		76,574
Total	$	99,462

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)
July 1 - July 31		36,089	$	49.56		35,200		5,110,167
August 1 - August 31		31,415		51.28		28,800		5,081,367
September 1 - September 30		29,379		52.77		28,600		5,052,767
Total		96,883	$	51.09		92,600


Exhibit Number		Description

10.22AP10.26AF		~~Forty-First Amendment to the CSG Master Subscriber Management System Agreement between CSG Systems, Inc. and Comcast Cable Communications Management, LLC~~
10.26Z*		~~Twenty-Third~~Thirty-Seventh Amendment to Consolidated CSG Master Subscriber Management System Agreement between CSG Systems, Inc. and Charter Communications Operating, LLC
10.26AA10.26AG		~~Thirty-First~~Thirty-Eighth Amendment to Consolidated CSG Master Subscriber Management System Agreement between CSG Systems, Inc. and Charter Communications Operating, LLC
10.26AB10.27B		~~Thirty-Second~~First Amendment to ~~Consolidated~~the CSG Master Subscriber Management System Agreement between CSG Systems, Inc. and ~~Charter~~Comcast Cable Communications ~~Operating, LLC~~
10.26AC*		~~Thirty-Third Amendment to Consolidated CSG Master Subscriber~~ Management, ~~System Agreement between CSG Systems, Inc. and Charter Communications Operating, LLC~~
10.26AD*		~~Thirty-Fourth Amendment to Consolidated CSG Master Subscriber Management System Agreement between CSG Systems, Inc. and Charter Communications Operating,~~ LLC
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)