Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2022 | Aug. 01, 2022 | |
Cover [Abstract] | ||
Entity Registrant Name | CSG SYSTEMS INTERNATIONAL, INC. | |
Entity Central Index Key | 0001005757 | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2022 | |
Amendment Flag | false | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q2 | |
Trading Symbol | CSGS | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 32,082,835 | |
Entity Current Reporting Status | Yes | |
Entity Shell Company | false | |
Entity File Number | 0-27512 | |
Entity Tax Identification Number | 47-0783182 | |
Entity Address, Address Line One | 6175 S. Willow Drive | |
Entity Address, Address Line Two | 10th Floor | |
Entity Address, City or Town | Greenwood Village | |
Entity Address, State or Province | CO | |
Entity Address, Postal Zip Code | 80111 | |
City Area Code | (303) | |
Local Phone Number | 200-2000 | |
Entity Incorporation, State or Country Code | DE | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Title of 12(b) Security | Common Stock, Par Value $0.01 Per Share | |
Security Exchange Name | NASDAQ | |
Entity Interactive Data Current | Yes |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - UNAUDITED - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 133,770 | $ 205,635 |
Short-term investments | 1,265 | 28,037 |
Total cash, cash equivalents and short-term investments | 135,035 | 233,672 |
Settlement and merchant reserve assets | 213,460 | 186,267 |
Trade accounts receivable: | ||
Billed, net of allowance of $5,105 and $4,250 | 236,577 | 244,317 |
Unbilled | 46,433 | 35,802 |
Income taxes receivable | 19,563 | 6,414 |
Other current assets | 57,187 | 41,727 |
Total current assets | 708,255 | 748,199 |
Non-current assets: | ||
Property and equipment, net of depreciation of $116,948 and $111,244 | 75,676 | 73,580 |
Operating lease right-of-use assets | 58,629 | 86,034 |
Intangible assets | 76,823 | 86,964 |
Goodwill | 301,222 | 321,330 |
Customer contract costs, net of amortization of $30,578 and $32,410 | 48,530 | 46,618 |
Deferred income taxes | 8,251 | 8,584 |
Other assets | 13,293 | 15,840 |
Total non-current assets | 582,424 | 638,950 |
Total assets | 1,290,679 | 1,387,149 |
Current liabilities: | ||
Current portion of long-term debt | 252,500 | 237,500 |
Operating lease liabilities | 21,387 | 23,270 |
Customer deposits | 32,921 | 43,546 |
Trade accounts payable | 34,182 | 35,397 |
Accrued employee compensation | 52,464 | 91,115 |
Settlement and merchant reserve liabilities | 212,036 | 185,276 |
Deferred revenue | 52,514 | 53,748 |
Income taxes payable | 653 | 398 |
Other current liabilities | 24,780 | 24,852 |
Total current liabilities | 683,437 | 695,102 |
Non-current liabilities: | ||
Long-term debt, net of unamortized discounts of $3,030 and $3,406 | 133,845 | 137,219 |
Operating lease liabilities | 59,169 | 70,068 |
Deferred revenue | 19,382 | 19,599 |
Income taxes payable | 4,014 | 4,058 |
Deferred income taxes | 196 | 7,752 |
Other non-current liabilities | 13,614 | 13,107 |
Total non-current liabilities | 230,220 | 251,803 |
Total liabilities | 913,657 | 946,905 |
Stockholders' equity: | ||
Preferred stock, par value $.01 per share; 10,000 shares authorized; zero shares issued and outstanding | 0 | 0 |
Common stock, par value $.01 per share; 100,000 shares authorized; 32,195 and 32,495 shares outstanding | 709 | 705 |
Additional paid-in capital | 479,271 | 488,303 |
Treasury stock, at cost; 37,339 and 36,713 shares | (967,659) | (930,106) |
Accumulated other comprehensive income (loss): | ||
Unrealized loss on short-term investments, net of tax | (3) | (6) |
Cumulative foreign currency translation adjustments | (55,529) | (38,347) |
Accumulated earnings | 920,233 | 916,060 |
Total CSG stockholders' equity | 377,022 | 436,609 |
Noncontrolling interest | 0 | 3,635 |
Total stockholders' equity | 377,022 | 440,244 |
Total liabilities and stockholders' equity | 1,290,679 | 1,387,149 |
Software | ||
Non-current assets: | ||
Intangible assets | 25,855 | 29,757 |
Acquired customer contracts | ||
Non-current assets: | ||
Intangible assets | $ 50,968 | $ 57,207 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS - UNAUDITED (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Trade accounts receivable-billed, allowance | $ 5,105 | $ 4,250 |
Property and equipment, accumulated depreciation | 116,948 | 111,244 |
Intangibles, accumulated amortization | 274,874 | 266,449 |
Customer costs, accumulated amortization | 30,578 | 32,410 |
Long-term debt, unamortized discounts | $ 3,030 | $ 3,406 |
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares outstanding | 32,195,000 | 32,495,000 |
Treasury stock, shares | 37,339,000 | 36,713,000 |
Software | ||
Intangibles, accumulated amortization | $ 159,879 | $ 152,283 |
Acquired customer contracts | ||
Intangibles, accumulated amortization | $ 114,995 | $ 114,166 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF INCOME - UNAUDITED - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Income Statement [Abstract] | ||||
Revenue | $ 262,168 | $ 255,134 | $ 526,568 | $ 508,253 |
Cost of revenue (exclusive of depreciation, shown separately below) | 138,134 | 132,938 | 276,552 | 266,480 |
Other operating expenses: | ||||
Research and development | 34,630 | 32,754 | 67,611 | 64,966 |
Selling, general and administrative | 57,465 | 49,250 | 114,807 | 98,065 |
Depreciation | 5,651 | 6,266 | 11,789 | 12,379 |
Restructuring and reorganization charges | 19,005 | 1,760 | 32,111 | 2,820 |
Total operating expenses | 254,885 | 222,968 | 502,870 | 444,710 |
Operating income | 7,283 | 32,166 | 23,698 | 63,543 |
Other income (expense): | ||||
Interest expense | (2,686) | (3,633) | (5,958) | (7,225) |
Amortization of original issue discount | 0 | (784) | 0 | (1,556) |
Interest and investment income, net | 126 | 84 | 256 | 208 |
Loss on derivative liability upon debt conversion | 0 | 0 | (7,456) | 0 |
Other, net | 2,442 | (100) | 3,254 | (655) |
Total other | (118) | (4,433) | (9,904) | (9,228) |
Income before income taxes | 7,165 | 27,733 | 13,794 | 54,315 |
Income tax provision | (1,848) | (8,412) | (2,364) | (15,363) |
Net income | $ 5,317 | $ 19,321 | $ 11,430 | $ 38,952 |
Weighted-average shares outstanding: | ||||
Basic | 31,301 | 31,875 | 31,358 | 31,859 |
Diluted | 31,492 | 31,993 | 31,651 | 32,070 |
Earnings per common share: | ||||
Basic | $ 0.17 | $ 0.61 | $ 0.36 | $ 1.22 |
Diluted | $ 0.17 | $ 0.60 | $ 0.36 | $ 1.21 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)- UNAUDITED - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income | $ 5,317 | $ 19,321 | $ 11,430 | $ 38,952 |
Other comprehensive income (loss), net of tax: | ||||
Foreign currency translation adjustments | (16,000) | 2,212 | (17,182) | 1,857 |
Unrealized holding gains (losses) on short-term investments arising during period | 5 | (7) | 3 | (13) |
Other comprehensive income (loss), net of tax | (15,995) | 2,205 | (17,179) | 1,844 |
Total comprehensive income (loss), net of tax | $ (10,678) | $ 21,526 | $ (5,749) | $ 40,796 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - UNAUDITED - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Additional Paid-in Capital Adjustments due to adoption of new accounting standards | Treasury Stock | Accumulated Other Comprehensive Income (Loss) | Accumulated Earnings | Accumulated Earnings Adjustments due to adoption of new accounting standards | Noncontrolling Interest |
Balance, beginning of period at Dec. 31, 2020 | $ 422,395 | $ 700 | $ 470,557 | $ (894,126) | $ (31,138) | $ 876,402 | $ 0 | ||
Balance, beginning of period, shares at Dec. 31, 2020 | 32,713,000 | ||||||||
Net income | 19,631 | ||||||||
Unrealized gain (loss) on short-term investments, net of tax | (6) | ||||||||
Foreign currency translation adjustments | (355) | ||||||||
Total comprehensive income (loss), net of tax | 19,270 | ||||||||
Repurchase of common stock | (11,721) | $ (1) | (5,202) | (6,518) | |||||
Repurchase of common stock, shares | (252,000) | ||||||||
Issuance of common stock pursuant to employee stock purchase plan | 619 | 619 | |||||||
Issuance of common stock pursuant to employee stock purchase plan, shares | 16,000 | ||||||||
Issuance of restricted common stock pursuant to stock-based compensation plans | $ 5 | (5) | |||||||
Issuance of restricted common stock pursuant to stock-based compensation plans, shares | 487,000 | ||||||||
Cancellation of restricted common stock issued pursuant to stock-based compensation plans, shares | (1,000) | ||||||||
Stock-based compensation expense | 5,395 | 5,395 | |||||||
Dividends | (8,243) | (8,243) | |||||||
Balance, ending of period at Mar. 31, 2021 | 427,715 | $ 704 | 471,364 | (900,644) | (31,499) | 887,790 | |||
Balance, ending of period, shares at Mar. 31, 2021 | 32,963,000 | ||||||||
Balance, beginning of period at Dec. 31, 2020 | 422,395 | $ 700 | 470,557 | (894,126) | (31,138) | 876,402 | 0 | ||
Balance, beginning of period, shares at Dec. 31, 2020 | 32,713,000 | ||||||||
Net income | 38,952 | ||||||||
Unrealized gain (loss) on short-term investments, net of tax | (13) | ||||||||
Foreign currency translation adjustments | 1,857 | ||||||||
Total comprehensive income (loss), net of tax | 40,796 | ||||||||
Balance, ending of period at Jun. 30, 2021 | 439,780 | $ 704 | 477,010 | (907,601) | (29,294) | 898,961 | 0 | ||
Balance, ending of period, shares at Jun. 30, 2021 | 32,797,000 | ||||||||
Balance, beginning of period at Mar. 31, 2021 | 427,715 | $ 704 | 471,364 | (900,644) | (31,499) | 887,790 | |||
Balance, beginning of period, shares at Mar. 31, 2021 | 32,963,000 | ||||||||
Net income | 19,321 | 19,321 | |||||||
Unrealized gain (loss) on short-term investments, net of tax | (7) | (7) | |||||||
Foreign currency translation adjustments | 2,212 | 2,212 | |||||||
Total comprehensive income (loss), net of tax | 21,526 | ||||||||
Repurchase of common stock | (7,049) | (92) | (6,957) | ||||||
Repurchase of common stock, shares | (156,000) | ||||||||
Issuance of common stock pursuant to employee stock purchase plan | 716 | 716 | |||||||
Issuance of common stock pursuant to employee stock purchase plan, shares | 19,000 | ||||||||
Issuance of restricted common stock pursuant to stock-based compensation plans, shares | 6,000 | ||||||||
Cancellation of restricted common stock issued pursuant to stock-based compensation plans, shares | (35,000) | ||||||||
Stock-based compensation expense | 5,022 | 5,022 | |||||||
Dividends | (8,150) | (8,150) | |||||||
Balance, ending of period at Jun. 30, 2021 | 439,780 | $ 704 | 477,010 | (907,601) | (29,294) | 898,961 | 0 | ||
Balance, ending of period, shares at Jun. 30, 2021 | 32,797,000 | ||||||||
Balance, beginning of period at Dec. 31, 2021 | $ 440,244 | $ 705 | 488,303 | $ (9,802) | (930,106) | (38,353) | 916,060 | $ 9,802 | 3,635 |
Balance, beginning of period, shares at Dec. 31, 2021 | 32,495,000 | 32,495,000 | |||||||
Net income | 6,113 | ||||||||
Unrealized gain (loss) on short-term investments, net of tax | (2) | ||||||||
Foreign currency translation adjustments | (1,182) | ||||||||
Total comprehensive income (loss), net of tax | $ 4,929 | ||||||||
Repurchase of common stock | (23,801) | $ (1) | (7,804) | (15,996) | |||||
Repurchase of common stock, shares | (389,000) | ||||||||
Issuance of common stock pursuant to employee stock purchase plan | 650 | 650 | |||||||
Issuance of common stock pursuant to employee stock purchase plan, shares | 12,000 | ||||||||
Issuance of restricted common stock pursuant to stock-based compensation plans | $ 5 | (5) | |||||||
Issuance of restricted common stock pursuant to stock-based compensation plans, shares | 476,000 | ||||||||
Cancellation of restricted common stock issued pursuant to stock-based compensation plans, shares | (34,000) | ||||||||
Stock-based compensation expense | 5,581 | 5,581 | |||||||
Settlement of convertible debt securities, net of tax | (4,845) | (4,845) | |||||||
Dividends | (8,586) | (8,586) | |||||||
Balance, ending of period at Mar. 31, 2022 | 414,172 | $ 709 | 472,078 | (946,102) | (39,537) | 923,389 | 3,635 | ||
Balance, ending of period, shares at Mar. 31, 2022 | 32,560,000 | ||||||||
Balance, beginning of period at Dec. 31, 2021 | $ 440,244 | $ 705 | 488,303 | $ (9,802) | (930,106) | (38,353) | 916,060 | $ 9,802 | 3,635 |
Balance, beginning of period, shares at Dec. 31, 2021 | 32,495,000 | 32,495,000 | |||||||
Net income | $ 11,430 | ||||||||
Unrealized gain (loss) on short-term investments, net of tax | 3 | ||||||||
Foreign currency translation adjustments | (17,182) | ||||||||
Total comprehensive income (loss), net of tax | (5,749) | ||||||||
Balance, ending of period at Jun. 30, 2022 | $ 377,022 | $ 709 | 479,271 | (967,659) | (55,532) | 920,233 | 0 | ||
Balance, ending of period, shares at Jun. 30, 2022 | 32,195,000 | 32,195,000 | |||||||
Balance, beginning of period at Mar. 31, 2022 | $ 414,172 | $ 709 | 472,078 | (946,102) | (39,537) | 923,389 | 3,635 | ||
Balance, beginning of period, shares at Mar. 31, 2022 | 32,560,000 | ||||||||
Net income | 5,317 | (5,317) | |||||||
Unrealized gain (loss) on short-term investments, net of tax | 5 | 5 | |||||||
Foreign currency translation adjustments | (16,000) | (16,000) | |||||||
Total comprehensive income (loss), net of tax | (10,678) | ||||||||
Repurchase of common stock | (21,673) | (116) | (21,557) | ||||||
Repurchase of common stock, shares | (362,000) | ||||||||
Issuance of common stock pursuant to employee stock purchase plan | 773 | 773 | |||||||
Issuance of common stock pursuant to employee stock purchase plan, shares | 15,000 | ||||||||
Issuance of restricted common stock pursuant to stock-based compensation plans | $ 1 | (1) | |||||||
Issuance of restricted common stock pursuant to stock-based compensation plans, shares | 42,000 | ||||||||
Cancellation of restricted common stock issued pursuant to stock-based compensation plans | $ (1) | 1 | |||||||
Cancellation of restricted common stock issued pursuant to stock-based compensation plans, shares | (60,000) | ||||||||
Stock-based compensation expense | 6,536 | 6,536 | |||||||
Dividends | (8,473) | (8,473) | |||||||
Write-off of noncontrolling interest | (3,635) | (3,635) | |||||||
Balance, ending of period at Jun. 30, 2022 | $ 377,022 | $ 709 | $ 479,271 | $ (967,659) | $ (55,532) | $ 920,233 | $ 0 | ||
Balance, ending of period, shares at Jun. 30, 2022 | 32,195,000 | 32,195,000 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - UNAUDITED - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Cash flows from operating activities: | ||
Net income | $ 11,430 | $ 38,952 |
Adjustments to reconcile net income to net cash provided by (used in) operating activities- | ||
Depreciation | 14,210 | 12,379 |
Amortization | 25,520 | 22,018 |
Amortization of original issue discount | 0 | 1,556 |
Asset impairment | 24,436 | 415 |
Loss on short-term investments and other | 20 | 32 |
Loss on derivative liability upon debt conversion | 7,456 | 0 |
Deferred income taxes | (7,816) | 6,434 |
Stock-based compensation | 12,117 | 10,417 |
Changes in operating assets and liabilities, net of acquired amounts: | ||
Trade accounts receivable, net | (8,638) | 1,128 |
Other current and non-current assets and liabilities | (16,098) | (7,623) |
Income taxes payable/receivable | (13,157) | (11,620) |
Trade accounts payable and accrued liabilities | (65,537) | (29,817) |
Deferred revenue | 2,792 | (2,042) |
Net cash provided by (used in) operating activities | (13,265) | 42,229 |
Cash flows from investing activities: | ||
Purchases of software, property and equipment | (19,647) | (15,158) |
Purchases of short-term investments | 0 | (46,195) |
Proceeds from sale/maturity of short-term investments | 26,755 | 49,419 |
Acquisition of and investments in business, net of cash acquired | 0 | (12,097) |
Net cash provided by (used in) investing activities | 7,108 | (24,031) |
Cash flows from financing activities: | ||
Proceeds from issuance of common stock | 1,423 | 1,335 |
Payment of cash dividends | (17,200) | (16,654) |
Repurchase of common stock | (45,113) | (18,792) |
Proceeds from long-term debt | 245,000 | 0 |
Payments on long-term debt | (246,051) | (6,563) |
Settlement and merchant reserve activity | 26,754 | (23,967) |
Net cash used in financing activities | (35,187) | (64,641) |
Effect of exchange rate fluctuations on cash, cash equivalents and restricted cash | (3,328) | (1,835) |
Net decrease in cash, cash equivalents and restricted cash | (44,672) | (48,278) |
Cash, cash equivalents and restricted cash, beginning of period | 391,902 | 354,730 |
Cash, cash equivalents and restricted cash, end of period | 347,230 | 306,452 |
Cash paid during the period for- | ||
Interest | 8,323 | 6,370 |
Income taxes | 23,324 | 20,540 |
Reconciliation of cash, cash equivalents and restricted cash: | ||
Cash and cash equivalents | 133,770 | 163,768 |
Settlement and merchant reserve assets | 213,460 | 142,684 |
Total cash, cash equivalents and restricted cash | $ 347,230 | $ 306,452 |
General
General | 6 Months Ended |
Jun. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
General | 1. GENERAL We have prepared the accompanying unaudited condensed consolidated financial statements as of June 30, 2022 and December 31, 2021, and for the quarters and six months ended June 30, 2022 and 2021, in accordance with accounting principles generally accepted in the United States of America (“U.S.”) (“GAAP”) for interim financial information, and pursuant to the instructions to Form 10-Q and the rules and regulations of the Securities and Exchange Commission (the “SEC”). Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of our management, all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair presentation of our financial position and operating results have been included. The unaudited Condensed Consolidated Financial Statements (the “Financial Statements”) should be read in conjunction with the Consolidated Financial Statements and notes thereto, together with Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”), contained in our Annual Report on Form 10-K for the year ended December 31, 2021 (our “2021 10-K”), filed with the SEC. The results of operations for the quarter and six months ended June 30, 2022 are not necessarily indicative of the expected results for the entire year ending December 31, 2022 . |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES 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 revenue and expenses during the reporting periods. Actual results could differ from those estimates. Revenue. The majority of our future revenue is related to our revenue management solution customer contracts that include variable consideration dependent upon a series of monthly volumes and/or daily usage of services and have contractual terms ending from 2022 through 2028 . Our customer contracts may include guaranteed minimums and fixed monthly or annual fees. As of June 30, 2022 , our aggregate amount of the transaction price allocated to the remaining performance obligations is approximately $ 2 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 65 % of this amount by the end of 2024 , 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 revenue and how revenue and cash flows are affected by economic factors is most appropriately depicted by revenue type, geographic region, and customer vertical. Revenue by type for the quarters and six months ended June 30, 2022 and 2021 were as follows (in thousands): Quarter Ended Six Months Ended June 30, June 30, 2022 2021 2022 2021 SaaS and related solutions $ 230,712 $ 228,248 $ 465,689 $ 455,267 Software and services 20,068 15,033 38,504 29,812 Maintenance 11,388 11,853 22,375 23,174 Total revenue $ 262,168 $ 255,134 $ 526,568 $ 508,253 We use the location of the customer as the basis of attributing revenue to geographic regions. Revenue by geographic region for the quarters and six months ended June 30, 2022 and 2021, as a percentage of our total revenue, were as follows: Quarter Ended Six Months Ended June 30, June 30, 2022 2021 2022 2021 Americas (principally the U.S.) 85 % 85 % 85 % 86 % Europe, Middle East, and Africa 11 % 11 % 11 % 10 % Asia Pacific 4 % 4 % 4 % 4 % Total revenue 100 % 100 % 100 % 100 % We generate our revenue primarily from the global communications markets; however, we serve an expanding group of customers in other industry markets including retail, healthcare, financial services, insurance, and government entities. Revenue by customer vertical for the quarters and six months ended June 30, 2022 and 2021, as a percentage of our total revenue, were as follows: Quarter Ended Six Months Ended June 30, June 30, 2022 2021 2022 2021 Broadband/Cable/Satellite 55 % 58 % 54 % 58 % Telecommunications 19 % 18 % 20 % 18 % Other 26 % 24 % 26 % 24 % Total revenue 100 % 100 % 100 % 100 % Deferred revenue recognized during the quarters ended June 30, 2022 and 2021 was $ 12.3 million and $ 11.9 million, respectively and during the six months ended June 30, 2022 and 2021 was $ 40.3 million and $ 32.0 million, respectively. Cash and Cash Equivalents. We consider all highly liquid investments with original maturities of three months or less at the date of the purchase to be cash equivalents. As of June 30, 2022 and December 31, 2021, our cash equivalents consist primarily of institutional money market funds, commercial paper, and time deposits held at major banks. For the cash and cash equivalents denominated in foreign currencies and/or located outside the U.S., we do not anticipate any material amounts being unavailable for use in running our business, but may face limitations on moving cash out of certain foreign jurisdictions due to currency controls and potential negative economic consequences. Restricted Cash. Restricted cash includes cash that is legally or contractually restricted, as well as our settlement and merchant reserve assets. As of June 30, 2022 and December 31, 2021 , we had $ 2.0 million and $ 1.4 million, respectively, of restricted cash that serves to collateralize outstanding letters of credit included in cash and cash equivalents in our unaudited Condensed Consolidated Balance Sheets (“Balance Sheets” or “Balance Sheet”). Settlement and Merchant Reserve Assets and Liabilities. Settlement assets and liabilities represent cash collected on behalf of customers via payment processing services which is held for an established holding period until settlement with the customer. The holding period is generally one to four business days depending on the payment model, risk profile, and contractual terms with the customer. During the holding period, cash is held in trust with various major financial institutions and a corresponding liability is recorded for the amounts owed to the merchant. At any given time, there may be differences between the cash held in trust and the corresponding liability due to the timing of operating-related cash transfers. Merchant reserves represent deposits collected from customers to mitigate our risk of loss due to nonperformance of settlement obligations initiated by our customers using our payment processing services, or non-payment by customers for services rendered by us. We perform a credit risk evaluation on each customer based on multiple criteria, which provide the basis for the deposit amount required for each customer. For the duration of our relationship with each customer, we hold their reserve deposits with major financial institutions. We hold these funds in separate accounts and are fully offset by corresponding liabilities. The following table summarizes our settlement and merchant reserve assets and liabilities as of the indicated periods (in thousands): June 30, 2022 December 31, 2021 Assets Liabilities Assets Liabilities Settlement assets/liabilities $ 195,307 $ 193,883 $ 171,505 $ 170,514 Merchant reserve assets/liabilities 18,153 18,153 14,762 14,762 Total $ 213,460 $ 212,036 $ 186,267 $ 185,276 Financial Instruments . Our financial instruments as of June 30, 2022 and December 31, 2021 include cash and cash equivalents, short-term investments, settlement and merchant reserve assets and liabilities, accounts receivable, accounts payable, and debt. Due to their short maturities, the carrying amounts of cash equivalents, settlement and merchant reserve assets and liabilities, accounts receivable, and accounts payable approximate their fair value. Our short-term investments and certain of our cash equivalents are considered “available-for-sale” and are reported at fair value in our Balance Sheets, with unrealized gains and losses, net of the related income tax effect, excluded from earnings and reported in a separate component of stockholders’ equity. Realized and unrealized gains and losses were not material in any period presented. Primarily all short-term investments held by us as of June 30, 2022 and December 31, 2021 have contractual maturities of less than two years from the time of acquisition. Our short-term investments as of June 30, 2022 and December 31, 2021 consisted almost entirely of fixed income securities. Proceeds from the sale/maturity of short-term investments for the six months ended June 30, 2022 and 2021 were $ 26.8 million and $ 49.4 million, respectively, and purchases of short-term investments for the six months ended June 30, 2022 and 2021 were zero and $ 46.2 million, respectively. Our short-term investments as of June 30, 2022 and December 31, 2021 were $ 1.3 million and $ 28.0 million, respectively. The following table represents the fair value hierarchy based upon three levels of inputs, of which Levels 1 and 2 are considered observable and Level 3 is unobservable, for our financial assets measured at fair value (in thousands): June 30, 2022 December 31, 2021 Level 1 Level 2 Total Level 1 Level 2 Total Cash equivalents: Money market funds $ 12,091 $ — $ 12,091 $ 29,305 $ — $ 29,305 Commercial paper — — — — 1,000 1,000 Short-term investments: Corporate debt securities — 90 90 — 24,352 24,352 Asset-backed securities — 1,175 1,175 — 3,685 3,685 Total $ 12,091 $ 1,265 $ 13,356 $ 29,305 $ 29,037 $ 58,342 Valuation inputs used to measure the fair values of our money market funds were derived from quoted market prices. The fair values of all other financial instruments are based upon pricing provided by third-party pricing services. These prices were derived from observable market inputs. We have chosen not to record our debt at fair value, with changes recognized in earnings each reporting period. The following table indicates the carrying value (par value for convertible notes) and estimated fair value of our debt as of the indicated periods (in thousands): June 30, 2022 December 31, 2021 Carrying Value Fair Value Carrying Value Fair Value 2021 Credit Agreement: Term Loan (carrying value including $ 144,375 $ 144,375 $ 148,125 $ 148,125 Revolver 245,000 245,000 — — 2016 Convertible Notes (par value) — — 230,000 244,950 The fair value for our credit agreement was estimated using a discounted cash flow methodology, while the fair value for our convertible notes was estimated based upon quoted market prices or recent sales activity, both of which are considered Level 2 inputs. Accounting Pronouncement Adopted. In August 2020, the FASB issued ASU No. 2020-06, Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”), which simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts in an entity’s own equity. ASU 2020-06 also amends the related Earnings Per Share guidance. ASU 2020-06 is effective for fiscal years beginning after December 15, 2021, and can be adopted on either a fully retrospective or modified retrospective basis. On January 1, 2022, we adopted this ASU using the modified retrospective transition method and recorded an approximately $ 10 million cumulative-effect adjustment to our beginning retained earnings balance. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 6 Months Ended |
Jun. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | 3. GOODWILL AND INTANGIBLE ASSETS Goodwill. The changes in the carrying amount of goodwill for the six months ended June 30, 2022 were as follows (in thousands): January 1, 2022 balance $ 321,330 Adjustments related to prior acquisitions ( 2,299 ) Impairment charge related to MobileCard Holdings, LLC ( 7,211 ) Effects of changes in foreign currency exchange rates ( 10,598 ) June 30, 2022 balance $ 301,222 The adjustments related to prior acquisitions are primarily a result of the finalization of the purchase accounting for MobileCard Holdings, LLC. See Notes 5 and 6 for further discussion to include management's decision to shut-down this business resulting in the impairment charge recorded above. Other Intangible Assets. Our other intangible assets subject to ongoing amortization consist primarily of acquired customer contracts and software. As of June 30, 2022 and December 31, 2021, the carrying values of these assets were as follows (in thousands): June 30, 2022 December 31, 2021 Gross Carrying Amount Accumulated Amortization Net Amount Gross Carrying Amount Accumulated Amortization Net Amount Acquired customer contracts $ 165,963 $ ( 114,995 ) $ 50,968 $ 171,373 $ ( 114,166 ) $ 57,207 Software 185,734 ( 159,879 ) 25,855 182,040 ( 152,283 ) 29,757 Total intangible assets $ 351,697 $ ( 274,874 ) $ 76,823 $ 353,413 $ ( 266,449 ) $ 86,964 The total amortization expense related to other intangible assets for the second quarters of 2022 and 2021 were $ 7.7 million and $ 5.9 million, respectively, and for the six months ended June 30, 2022 and 2021 were $ 14.8 million and $ 11.5 million, respectively. Based on the June 30, 2022 net carrying value of our intangible assets, the estimated total amortization expense for each of the five succeeding fiscal years ending December 31 are: 2022 - $ 27.5 million; 2023 - $ 19.4 million; 2024 - $ 13.0 million; 2025 - $ 10.6 million; and 2026 - $ 7.5 million. Customer Contract Costs . As of June 30, 2022 and December 31, 2021, the carrying values of our customer contract cost assets, related to those contracts with a contractual term greater than one year, were as follows (in thousands): June 30, 2022 December 31, 2021 Gross Carrying Amount Accumulated Amortization Net Amount Gross Carrying Amount Accumulated Amortization Net Amount Customer contract costs $ 79,108 $ ( 30,578 ) $ 48,530 $ 79,028 $ ( 32,410 ) $ 46,618 The total amortization expense related to customer contract costs for the second quarters of 2022 and 2021 were $ 3.8 million and $ 5.0 million, respectively, and for the six months ended June 30, 2022 and 2021 were $ 10.3 million and $ 9.7 million, respectively. |
Debt
Debt | 6 Months Ended |
Jun. 30, 2022 | |
Debt Disclosure [Abstract] | |
Debt | 4. DEBT Our long-term debt, as of June 30, 2022 and December 31, 2021, was as follows (in thousands): June 30, December 31, 2022 2021 2021 Credit Agreement: 2021 Term Loan, due September 2026 , interest at adjusted LIBOR plus 1.375 % (combined rate of 3.625 % at June 30, 2022) $ 144,375 $ 148,125 Less – deferred financing costs ( 3,030 ) ( 3,406 ) 2021 Term Loan, net of unamortized discounts 141,345 144,719 $ 450 million revolving loan facility, due September 2026 , interest at adjusted 3.625 % at June 30, 2022) 245,000 - 2016 Convertible Notes: 2016 Convertible Notes – Senior convertible notes; due March 15, 2036 ; 4.25 % - 230,000 Total debt, net of unamortized discounts 386,345 374,719 Current portion of long-term debt, net of unamortized discounts ( 252,500 ) ( 237,500 ) Long-term debt, net of unamortized discounts $ 133,845 $ 137,219 2021 Credit Agreement. During the six months ended June 30, 2022 , we made $ 3.8 million of principal repayments on our $ 150 million aggregate principal five-year term loan (the “2021 Term Loan”). Additionally, in March 2022 we borrowed $ 245.0 million from our $ 450 million aggregate principal five-year revolving loan facility (“2021 Revolver”). These funds were used to settle our 2016 Convertible Notes (see below). As of June 30, 2022 , our interest rate on the 2021 Term Loan and 2021 Revolver is 3.625 % (adjusted LIBOR plus 1.375 % per annum), and our commitment fee on the unused $ 205.0 million 2021 Revolver is 0.15 %. In July 2022, we borrowed an additional $ 15.0 million on our revolver, leaving us currently with $ 190.0 million available. The interest rates under the 2021 Credit Agreement are based upon our choice of an adjusted LIBOR rate plus an applicable margin of 1.375 % - 2.125 %, or an alternate base rate (“ABR”) plus an applicable margin of 0.375 % - 1.125 %, with the applicable margin, depending on our then-net secured total leverage ratio. We will pay a commitment fee of 0.150 % - 0.325 % of the average daily unused amount of the 2021 Revolver, with the commitment fee rate also dependent upon our then-net secured total leverage ratio. The 2021 Credit Agreement includes LIBOR transition language in which we can elect an ABR, a Eurodollar rate, an alternate currency term rate, or an alternate currency daily rate. 2016 Convertible Notes. During the period from, and including, December 15, 2021 to the close of business on the business day immediately preceding March 15, 2022 (the “Conversion Period”), the 2016 Convertible Note holders were able to convert all or any portion of their 2016 Convertible Notes at the conversion rate then in effect ( 17.7621 shares of our common stock per $ 1,000 principal amount of the 2016 Convertible Notes). For the 2016 Convertible Notes presented during this Conversion Period, the settlement amount was equal to the sum of the daily settlement amounts for each of the following 40 consecutive trading days during the period of January 12, 2022 to March 10, 2022 (the “Observation Period”). During the Conversion Period, $ 229.1 million principal amount of the 2016 Convertible Notes were converted. On March 15, 2022, we paid each converting holder that exercised their conversion right, cash in an amount equal to $ 1,053.68 per each $ 1,000 principal amount of 2016 Convertible Notes being converted, for a total cash payment of $ 241.4 million. The remaining principal amount of $ 0.9 million that was not converted by the holders was redeemed and paid for on March 15, 2022 at a redemption price of 100 % of the principal amount. Total settlement of the 2016 Convertible Notes was $ 242.3 million. As a result of our irrevocable election made in December 2021 to settle all conversions during the Conversion Period (discussed above) in cash, a derivative liability was created and required to be separated from the debt upon conversion by the holders. There were no conversions as of December 31, 2021. At the close of the Observation Period, as a result of the conversions in March 2022, we recognized a $ 7.5 million loss on derivative liability upon debt conversion due to the related change in our stock price over the Observation Period. The loss was recorded to other income (expense) in our unaudited Condensed Consolidated Statements of Income (the “Income Statements”) with the remaining amount paid above par recorded to additional paid-in capital. |
Acquisitions
Acquisitions | 6 Months Ended |
Jun. 30, 2022 | |
Business Combinations [Abstract] | |
Acquisitions | 5. ACQUISITIONS Tekzenit, Inc. In 2020, we acquired Tekzenit, Inc. (“Tekzenit”) for a purchase price of approximately $ 10 million. The purchase agreement includes provisions for additional purchase price (“Provisional Purchase Price”) payments in the form of earn-out and qualified sales payments for up to $ 10 million over a three-year measurement period upon meeting certain financial and sales criteria. Of the Provisional Purchase Price amount, $ 6 million is considered contingent purchase price payments, of which $ 1.5 million was accrued upon acquisition. The remaining $ 4 million is tied to certain financial and sales criteria over a defined service period by the eligible recipients and is therefore accounted for as post-acquisition compensation. As of June 30, 2022 , we have $ 0.6 million accrued related to the contingent purchase price payments and have no t accrued any amounts related to the post-acquisition compensation payments due to the uncertainty of payment. MobileCard Holdings, LLC. In 2018, we invested in MobileCard Holdings, LLC (“MobileCard”), a mobile money fintech payment company that enables omni-channel digital payments and financial inclusion in Latin America. In July 2021, we obtained a 64 % controlling interest in the company, and beginning in the third quarter of 2021, the results of MobileCard were consolidated in our results of operations. As of June 30, 2022 , the purchase accounting for the MobileCard transaction was complete. We recorded goodwill of $ 7.2 million, acquired client contracts of $ 2.6 million, and technology of $ 0.9 million. The non-controlling interest of $ 3.6 million was recorded in total stockholders' equity. In June 2022, our management team, with the support of our Board of Directors (the "Board"), decided to shut-down the MobileCard business. See Note 6 for additional discussion. Keydok, LLC. On September 14, 2021 , we acquired Keydok LLC ( “ Keydok”), a digital identity and document management platform provider, headquartered in Mexico. We acquired 100 % of the equity of Keydok for a purchase price of $ 1.0 million, which includes provisions for up to $ 18.0 million of potential future earn-out payments. The earn-out payments are tied to performance-based goals and a defined service period by the eligible recipients and are accounted for as post-acquisition compensation. The earn-out period is through September 30, 2025. As of June 30, 2022 , we have no t accrued any amounts related to the potential earn-out payments due to the uncertainty of payment. As of June 30, 2022, the purchase accounting for the Keydok acquisition was complete. We recorded goodwill of $ 1.0 million . DGIT Systems Pty Ltd. On October 4, 2021 , we acquired DGIT Systems Pty Ltd ( “DGIT” ), a provider of configure, price and quote (CPQ) and order management solutions for the telecommunications industry. We acquired 100 % of the equity of DGIT for a purchase price of approximately $ 16 million, approximately $ 14 million paid upon close and the remaining escrowed funds of approximately $ 2 million to be paid over the next four years , subject to certain reductions, as applicable. This acquisition includes provisions for up to approximately $ 13 million of potential future earn-out payments. The earn-out payments are tied to performance-based goals and a defined service period by the eligible recipients and are accounted for as post-acquisition compensation, as applicable. The earn-out period is through September 30, 2025. As of June 30, 2022 , we have accrued $ 0.1 million related to the potential earn-out payments. The preliminary estimated fair values of assets acquired primarily include goodwill of $ 7.6 million, acquired customer contracts of $ 5.1 million, and acquired software of $ 3.6 million. The estimated fair values are considered provisional as we are completing our analysis for unbilled and deferred revenue, and income taxes. Thus, the provisional measurements of fair value are subject to change, however, such changes are not expected to be significant. We expect to complete the purchase price allocation as soon as practicable, but not later than one year from the acquisition date. |
Restructuring and Reorganizatio
Restructuring and Reorganization Charges | 6 Months Ended |
Jun. 30, 2022 | |
Restructuring and Related Activities [Abstract] | |
Restructuring and Reorganization Charges | 6. RESTRUCTURING AND REORGANIZATION CHARGES During the second quarters of 2022 and 2021 , we recorded restructuring and reorganization charges of $ 19.0 million and $ 1.8 million, respectively, and for the six months ended June 30, 2022 and 2021 , we recorded restructuring and reorganization charges of $ 32.1 million and $ 2.8 million, respectively . During the six months ended June 30, 2022 we implemented the following restructuring and reorganizational activities: • In connection with our workplace of the future philosophy, we consolidated space at seven of our leased real estate locations in the United States and India, resulting in restructuring charges of $ 17.3 million related to the impairments of operating lease right-of-use assets, furniture and fixtures, and leasehold improvements and $ 2.4 million of accelerated depreciation. • In June 2022, our management team, with the support of our Board, decided to shut-down the MobileCard business, in which we had acquired a controlling interest in July of 2021 (see Note 5). MobileCard was not meeting its projected targets. As a result, we recorded net impairment charges of $ 7.0 million, to include the write-offs of the remaining acquired intangible assets, goodwill, and the noncontrolling interest. We also terminated approximately 40 employees, which resulted in restructuring charges related to involuntary terminations of $ 0.6 million. • We reduced our workforce by approximately 20 employees, mainly in North America, as a result of organizational changes and efficiencies. As a result, we incurred restructuring charges related to involuntary terminations of $2.9 million. The activity in the business restructuring and reorganization reserves during the six months ended June 30, 2022 was as follows (in thousands): Termination Benefits Other Total January 1, 2022, balance $ 675 $ - $ 675 Charged to expense during period 3,460 28,651 32,111 Cash payments ( 1,929 ) ( 1,935 ) ( 3,864 ) Adjustment for asset impairment - ( 24,296 ) ( 24,296 ) Adjustment for accelerated depreciation - ( 2,420 ) ( 2,420 ) Other 327 - 327 June 30, 2022, balance $ 2,533 $ - $ 2,533 , the entire business restructuring and reorganization reserves were included in current liabilities. |
Commitments, Guarantees and Con
Commitments, Guarantees and Contingencies | 6 Months Ended |
Jun. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments, Guarantees and Contingencies | 7. COMMITMENTS, GUARANTEES AND CONTINGENCIES Guarantees . In the ordinary course of business, we may provide guarantees in the form of bid bonds, performance bonds, or standby letters of credit. At June 30, 2022 , we had $ 2.9 million of restricted assets used to collateralize these guarantees, with $ 2.0 million included in cash and cash equivalents and $ 0.9 million included in other non-current assets. We have bid bonds and performance guarantees in the form of surety bonds issued through a third-party of $ 4.4 million that were not required to be recorded on our Balance Sheet. We are ultimately liable for claims that may occur against these guarantees. We have no history of material claims or are aware of circumstances that would require us to pay under any of these arrangements. We also believe that the resolution of any claim that may arise in the future, either individually or in the aggregate, would not be material to our Financial Statements. Additionally, we have money transmitter bonds issued through a third-party for the benefit of various states to comply with the states’ financial requirements and industry regulations for money transmitter licenses. At June 30, 2022 , we had total aggregate money transmitter bonds of approximately $ 17 million outstanding. Warranties. We generally warrant that our solutions and related offerings will conform to published specifications, or to specifications provided in an individual customer arrangement, as applicable. The typical warranty period is 90 days from the date of acceptance of the solution or offering. For certain service offerings we provide a warranty for the duration of the services provided. We generally warrant that those services will be performed in a professional and 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 customer arrangement that is allocable to the defective deliverable. Our contracts also generally contain limitation of damages provisions in an effort to reduce our exposure to monetary damages arising from breach of warranty claims. Historically, we have incurred minimal warranty costs, and as a result, do not maintain a warranty reserve. Solution and Services Indemnifications. Our arrangements with our customers generally include an indemnification provision that will indemnify and defend a customer in actions brought against the customer that claim our products and/or services infringe upon a copyright, trade secret, or valid patent. Historically, we have not incurred any significant costs related to such indemnification claims, and as a result, do not maintain a reserve for such exposure. Claims for Company Non-performance. Our arrangements with our customers typically limit our liability for breach to a specified amount of the direct damages incurred by the customer resulting from the breach. From time-to-time, these arrangements may also include provisions for possible liquidated damages or other financial remedies for our non-performance, or in the case of certain of our revenue management platforms, provisions for damages related to service level performance requirements. The service level performance requirements typically relate to system availability and timeliness of service delivery. As of June 30, 2022, we believe we have adequate reserves, based on our historical experience, to cover any reasonably anticipated exposure as a result of our nonperformance for any past or current arrangements with our customers. Indemnifications Related to Officers and the Board of Directors. We have agreed to indemnify members of our 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 June 30, 2022. In addition, as a result of the insurance policy coverage, we believe these indemnification agreements are not significant to our results of operations. Legal Proceedings. From time-to-time, we are involved in litigation relating to claims arising out of our operations in the normal course of business. |
Earnings Per Common Share
Earnings Per Common Share | 6 Months Ended |
Jun. 30, 2022 | |
Earnings Per Share [Abstract] | |
Earnings Per Common Share | 8. EARNINGS PER COMMON SHARE Basic and diluted earnings per common share (“EPS”) amounts are presented on the face of the accompanying Income Statements. The reconciliation of the basic and diluted EPS denominators related to the common shares is included in the following table (in thousands): Quarter Ended Six Months Ended June 30, June 30, 2022 2021 2022 2021 Basic weighted-average common shares 31,301 31,875 31,358 31,859 Dilutive effect of restricted common stock 191 118 293 211 Diluted weighted-average common shares 31,492 31,993 31,651 32,070 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 9). Potentially dilutive common shares related to non-participating unvested restricted stock excluded from the computation of diluted EPS, as the effect was antidilutive, were not material in any period presented. |
Stockholders' Equity and Equity
Stockholders' Equity and Equity Compensation Plans | 6 Months Ended |
Jun. 30, 2022 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity and Equity Compensation Plans | 9. STOCKHOLDERS’ EQUITY AND EQUITY COMPENSATION PLANS Stock Repurchase Program. We currently have a stock repurchase program, approved by our Board, authorizing us to repurchase shares of our common stock from time-to-time as market and business conditions warrant (the “Stock Repurchase Program”). During the second quarters of 2022 and 2021 we repurchased approximately 360,000 shares of our common stock for $ 21.6 million (weighted-average price of $ 59.88 per share) and approximately 153,000 shares of our common stock for $ 7.0 million (weighted-average price of $ 45.56 per share), respectively, and during the six months ended June 30, 2022 and 2021 we repurchased approximately 626,000 shares of our common stock for $ 37.6 million (weighted-average price of $ 59.99 per share), and approximately 295,000 shares of our common stock for $ 13.5 million (weighted-average price of $ 45.74 per share), respectively, under a SEC Rule 10b5-1 Plan. As of June 30, 2022 , the total remaining number of shares available for repurchase under the Stock Repurchase Program totaled 3.0 million shares. Stock Repurchases for Tax Withholdings. In addition to the above-mentioned stock repurchases, during the second quarters of 2022 and 2021 , we repurchased and then cancelled approximately 2,000 shares of common stock for $ 0.1 million and approximately 3,000 shares of common stock for $ 0.1 million, respective ly, and during the six months ended June 30, 2022 and 2021 we repurchased and then cancelled approximately 125,000 shares of common stock for $ 7.9 million and approximately 113,000 shares of common stock for $ 5.3 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 second quarter of 2022 , our Board approved a quarterly cash dividend of $ 0.265 per share of common stock, totaling $ 8.5 million. During the second quarter of 2021 , our Board approved a quarterly cash dividend of $ 0.25 per share of common stock, totaling $ 8.2 million. Dividends declared for the six months ended June 30, 2022 and 2021 totaled $ 17.1 million and $ 16.4 million, respectively. Warrants . In 2014, in conjunction with the execution of an amendment to our agreement with Comcast Corporation (“Comcast”), we issued stock warrants (the “Warrant Agreement”) for the right to purchase up to 2.9 million shares of our common stock (the “Stock Warrants”) as an additional incentive for Comcast to convert customer accounts onto our Advanced Convergent Platform (“ACP”) based on various milestones. The Stock Warrants have a ten-year term and an exercise price of $ 26.68 per warrant. As of June 30, 2022 , 1.0 million Stock Warrants remain issued, none of which were vested. The remaining unvested Stock Warrants will be accounted for as a customer contract cost asset once the performance conditions necessary for vesting are considered probable. Stock-Based Awards. A summary of our unvested restricted common stock activity during the quarter and six months ended June 30, 2022 is as follows (shares in thousands): Quarter Ended Six Months Ended June 30, 2022 June 30, 2022 Shares Weighted- Shares Weighted- Unvested awards, beginning 1,328 $ 52.94 1,206 $ 45.22 Awards granted 42 58.12 536 63.85 Awards forfeited/cancelled ( 61 ) 50.00 ( 94 ) 48.51 Awards vested ( 44 ) 46.93 ( 383 ) 43.72 Unvested awards, ending 1,265 $ 53.27 1,265 $ 53.27 Included in the awards granted during the six months ended June 30, 2022 are awards issued to members of executive management and certain key employees in the form of: (i) performance-based awards of approximately 121,000 restricted common stock shares, which vest in the first quarter of 2024 upon meeting certain pre-established financial performance objectives over a two-year performance period; and (ii) market-based awards of approximately 40,000 restricted common stock shares, which vest in the first quarter of 2025 upon meeting a relative total shareholder return performance achievement tier. Certain of these awards become fully vested upon a change in control, as defined, and the subsequent involuntary termination of employment. The other restricted common stock shares granted during the six months ended June 30, 2022 are primarily time-based awards, which vest annually over three years with no restrictions other than the passage of time. Certain shares of the restricted common stock become fully vested upon a change in control, as defined, and the subsequent involuntary termination of employment, or death. We recorded stock-based compensation expense for the second quarters of 2022 and 2021 of $ 6.5 million and $ 5.0 million, respectively, and for the six months ended June 30, 2022 and 2021 of $ 12.1 million and $ 10.4 million, respectively. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Use of Estimates in Preparation of Financial Statements | 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 revenue and expenses during the reporting periods. Actual results could differ from those estimates. |
Revenue | Revenue. The majority of our future revenue is related to our revenue management solution customer contracts that include variable consideration dependent upon a series of monthly volumes and/or daily usage of services and have contractual terms ending from 2022 through 2028 . Our customer contracts may include guaranteed minimums and fixed monthly or annual fees. As of June 30, 2022 , our aggregate amount of the transaction price allocated to the remaining performance obligations is approximately $ 2 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 65 % of this amount by the end of 2024 , 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 revenue and how revenue and cash flows are affected by economic factors is most appropriately depicted by revenue type, geographic region, and customer vertical. Revenue by type for the quarters and six months ended June 30, 2022 and 2021 were as follows (in thousands): Quarter Ended Six Months Ended June 30, June 30, 2022 2021 2022 2021 SaaS and related solutions $ 230,712 $ 228,248 $ 465,689 $ 455,267 Software and services 20,068 15,033 38,504 29,812 Maintenance 11,388 11,853 22,375 23,174 Total revenue $ 262,168 $ 255,134 $ 526,568 $ 508,253 We use the location of the customer as the basis of attributing revenue to geographic regions. Revenue by geographic region for the quarters and six months ended June 30, 2022 and 2021, as a percentage of our total revenue, were as follows: Quarter Ended Six Months Ended June 30, June 30, 2022 2021 2022 2021 Americas (principally the U.S.) 85 % 85 % 85 % 86 % Europe, Middle East, and Africa 11 % 11 % 11 % 10 % Asia Pacific 4 % 4 % 4 % 4 % Total revenue 100 % 100 % 100 % 100 % We generate our revenue primarily from the global communications markets; however, we serve an expanding group of customers in other industry markets including retail, healthcare, financial services, insurance, and government entities. Revenue by customer vertical for the quarters and six months ended June 30, 2022 and 2021, as a percentage of our total revenue, were as follows: Quarter Ended Six Months Ended June 30, June 30, 2022 2021 2022 2021 Broadband/Cable/Satellite 55 % 58 % 54 % 58 % Telecommunications 19 % 18 % 20 % 18 % Other 26 % 24 % 26 % 24 % Total revenue 100 % 100 % 100 % 100 % Deferred revenue recognized during the quarters ended June 30, 2022 and 2021 was $ 12.3 million and $ 11.9 million, respectively and during the six months ended June 30, 2022 and 2021 was $ 40.3 million and $ 32.0 million, respectively. |
Cash and Cash Equivalents | 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 June 30, 2022 and December 31, 2021, our cash equivalents consist primarily of institutional money market funds, commercial paper, and time deposits held at major banks. For the cash and cash equivalents denominated in foreign currencies and/or located outside the U.S., we do not anticipate any material amounts being unavailable for use in running our business, but may face limitations on moving cash out of certain foreign jurisdictions due to currency controls and potential negative economic consequences. Restricted Cash. Restricted cash includes cash that is legally or contractually restricted, as well as our settlement and merchant reserve assets. As of June 30, 2022 and December 31, 2021 , we had $ 2.0 million and $ 1.4 million, respectively, of restricted cash that serves to collateralize outstanding letters of credit included in cash and cash equivalents in our unaudited Condensed Consolidated Balance Sheets (“Balance Sheets” or “Balance Sheet”). Settlement and Merchant Reserve Assets and Liabilities. Settlement assets and liabilities represent cash collected on behalf of customers via payment processing services which is held for an established holding period until settlement with the customer. The holding period is generally one to four business days depending on the payment model, risk profile, and contractual terms with the customer. During the holding period, cash is held in trust with various major financial institutions and a corresponding liability is recorded for the amounts owed to the merchant. At any given time, there may be differences between the cash held in trust and the corresponding liability due to the timing of operating-related cash transfers. Merchant reserves represent deposits collected from customers to mitigate our risk of loss due to nonperformance of settlement obligations initiated by our customers using our payment processing services, or non-payment by customers for services rendered by us. We perform a credit risk evaluation on each customer based on multiple criteria, which provide the basis for the deposit amount required for each customer. For the duration of our relationship with each customer, we hold their reserve deposits with major financial institutions. We hold these funds in separate accounts and are fully offset by corresponding liabilities. The following table summarizes our settlement and merchant reserve assets and liabilities as of the indicated periods (in thousands): June 30, 2022 December 31, 2021 Assets Liabilities Assets Liabilities Settlement assets/liabilities $ 195,307 $ 193,883 $ 171,505 $ 170,514 Merchant reserve assets/liabilities 18,153 18,153 14,762 14,762 Total $ 213,460 $ 212,036 $ 186,267 $ 185,276 |
Short-term Investments and Other Financial Instruments | Financial Instruments . Our financial instruments as of June 30, 2022 and December 31, 2021 include cash and cash equivalents, short-term investments, settlement and merchant reserve assets and liabilities, accounts receivable, accounts payable, and debt. Due to their short maturities, the carrying amounts of cash equivalents, settlement and merchant reserve assets and liabilities, accounts receivable, and accounts payable approximate their fair value. Our short-term investments and certain of our cash equivalents are considered “available-for-sale” and are reported at fair value in our Balance Sheets, with unrealized gains and losses, net of the related income tax effect, excluded from earnings and reported in a separate component of stockholders’ equity. Realized and unrealized gains and losses were not material in any period presented. Primarily all short-term investments held by us as of June 30, 2022 and December 31, 2021 have contractual maturities of less than two years from the time of acquisition. Our short-term investments as of June 30, 2022 and December 31, 2021 consisted almost entirely of fixed income securities. Proceeds from the sale/maturity of short-term investments for the six months ended June 30, 2022 and 2021 were $ 26.8 million and $ 49.4 million, respectively, and purchases of short-term investments for the six months ended June 30, 2022 and 2021 were zero and $ 46.2 million, respectively. Our short-term investments as of June 30, 2022 and December 31, 2021 were $ 1.3 million and $ 28.0 million, respectively. The following table represents the fair value hierarchy based upon three levels of inputs, of which Levels 1 and 2 are considered observable and Level 3 is unobservable, for our financial assets measured at fair value (in thousands): June 30, 2022 December 31, 2021 Level 1 Level 2 Total Level 1 Level 2 Total Cash equivalents: Money market funds $ 12,091 $ — $ 12,091 $ 29,305 $ — $ 29,305 Commercial paper — — — — 1,000 1,000 Short-term investments: Corporate debt securities — 90 90 — 24,352 24,352 Asset-backed securities — 1,175 1,175 — 3,685 3,685 Total $ 12,091 $ 1,265 $ 13,356 $ 29,305 $ 29,037 $ 58,342 Valuation inputs used to measure the fair values of our money market funds were derived from quoted market prices. The fair values of all other financial instruments are based upon pricing provided by third-party pricing services. These prices were derived from observable market inputs. We have chosen not to record our debt at fair value, with changes recognized in earnings each reporting period. The following table indicates the carrying value (par value for convertible notes) and estimated fair value of our debt as of the indicated periods (in thousands): June 30, 2022 December 31, 2021 Carrying Value Fair Value Carrying Value Fair Value 2021 Credit Agreement: Term Loan (carrying value including $ 144,375 $ 144,375 $ 148,125 $ 148,125 Revolver 245,000 245,000 — — 2016 Convertible Notes (par value) — — 230,000 244,950 The fair value for our credit agreement was estimated using a discounted cash flow methodology, while the fair value for our convertible notes was estimated based upon quoted market prices or recent sales activity, both of which are considered Level 2 inputs. |
Accounting Pronouncement Issued But Not Yet Effective | Accounting Pronouncement Adopted. In August 2020, the FASB issued ASU No. 2020-06, Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”), which simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts in an entity’s own equity. ASU 2020-06 also amends the related Earnings Per Share guidance. ASU 2020-06 is effective for fiscal years beginning after December 15, 2021, and can be adopted on either a fully retrospective or modified retrospective basis. On January 1, 2022, we adopted this ASU using the modified retrospective transition method and recorded an approximately $ 10 million cumulative-effect adjustment to our beginning retained earnings balance. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Schedule of Revenue Disaggregated by Revenue Type, Geographic Region and Customer | The nature, amount, timing, and uncertainty of our revenue and how revenue and cash flows are affected by economic factors is most appropriately depicted by revenue type, geographic region, and customer vertical. Revenue by type for the quarters and six months ended June 30, 2022 and 2021 were as follows (in thousands): Quarter Ended Six Months Ended June 30, June 30, 2022 2021 2022 2021 SaaS and related solutions $ 230,712 $ 228,248 $ 465,689 $ 455,267 Software and services 20,068 15,033 38,504 29,812 Maintenance 11,388 11,853 22,375 23,174 Total revenue $ 262,168 $ 255,134 $ 526,568 $ 508,253 We use the location of the customer as the basis of attributing revenue to geographic regions. Revenue by geographic region for the quarters and six months ended June 30, 2022 and 2021, as a percentage of our total revenue, were as follows: Quarter Ended Six Months Ended June 30, June 30, 2022 2021 2022 2021 Americas (principally the U.S.) 85 % 85 % 85 % 86 % Europe, Middle East, and Africa 11 % 11 % 11 % 10 % Asia Pacific 4 % 4 % 4 % 4 % Total revenue 100 % 100 % 100 % 100 % We generate our revenue primarily from the global communications markets; however, we serve an expanding group of customers in other industry markets including retail, healthcare, financial services, insurance, and government entities. Revenue by customer vertical for the quarters and six months ended June 30, 2022 and 2021, as a percentage of our total revenue, were as follows: Quarter Ended Six Months Ended June 30, June 30, 2022 2021 2022 2021 Broadband/Cable/Satellite 55 % 58 % 54 % 58 % Telecommunications 19 % 18 % 20 % 18 % Other 26 % 24 % 26 % 24 % Total revenue 100 % 100 % 100 % 100 % |
Schedule of Settlement and Merchant Reserve Assets and Liabilities | The following table summarizes our settlement and merchant reserve assets and liabilities as of the indicated periods (in thousands): June 30, 2022 December 31, 2021 Assets Liabilities Assets Liabilities Settlement assets/liabilities $ 195,307 $ 193,883 $ 171,505 $ 170,514 Merchant reserve assets/liabilities 18,153 18,153 14,762 14,762 Total $ 213,460 $ 212,036 $ 186,267 $ 185,276 |
Fair Value Measurements | 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): June 30, 2022 December 31, 2021 Level 1 Level 2 Total Level 1 Level 2 Total Cash equivalents: Money market funds $ 12,091 $ — $ 12,091 $ 29,305 $ — $ 29,305 Commercial paper — — — — 1,000 1,000 Short-term investments: Corporate debt securities — 90 90 — 24,352 24,352 Asset-backed securities — 1,175 1,175 — 3,685 3,685 Total $ 12,091 $ 1,265 $ 13,356 $ 29,305 $ 29,037 $ 58,342 |
Carrying Value (Par Value for Convertible Debt) and Estimated Fair Value of Debt | We have chosen not to record our debt at fair value, with changes recognized in earnings each reporting period. The following table indicates the carrying value (par value for convertible notes) and estimated fair value of our debt as of the indicated periods (in thousands): June 30, 2022 December 31, 2021 Carrying Value Fair Value Carrying Value Fair Value 2021 Credit Agreement: Term Loan (carrying value including $ 144,375 $ 144,375 $ 148,125 $ 148,125 Revolver 245,000 245,000 — — 2016 Convertible Notes (par value) — — 230,000 244,950 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Summary of Changes in Carrying Amount of Goodwill | Goodwill. The changes in the carrying amount of goodwill for the six months ended June 30, 2022 were as follows (in thousands): January 1, 2022 balance $ 321,330 Adjustments related to prior acquisitions ( 2,299 ) Impairment charge related to MobileCard Holdings, LLC ( 7,211 ) Effects of changes in foreign currency exchange rates ( 10,598 ) June 30, 2022 balance $ 301,222 |
Summary of Carrying Value of Assets | As of June 30, 2022 and December 31, 2021, the carrying values of these assets were as follows (in thousands): June 30, 2022 December 31, 2021 Gross Carrying Amount Accumulated Amortization Net Amount Gross Carrying Amount Accumulated Amortization Net Amount Acquired customer contracts $ 165,963 $ ( 114,995 ) $ 50,968 $ 171,373 $ ( 114,166 ) $ 57,207 Software 185,734 ( 159,879 ) 25,855 182,040 ( 152,283 ) 29,757 Total intangible assets $ 351,697 $ ( 274,874 ) $ 76,823 $ 353,413 $ ( 266,449 ) $ 86,964 |
Summary of Carrying Values of Customer Contract Cost Assets | Customer Contract Costs . As of June 30, 2022 and December 31, 2021, the carrying values of our customer contract cost assets, related to those contracts with a contractual term greater than one year, were as follows (in thousands): June 30, 2022 December 31, 2021 Gross Carrying Amount Accumulated Amortization Net Amount Gross Carrying Amount Accumulated Amortization Net Amount Customer contract costs $ 79,108 $ ( 30,578 ) $ 48,530 $ 79,028 $ ( 32,410 ) $ 46,618 |
Debt (Tables)
Debt (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | Our long-term debt, as of June 30, 2022 and December 31, 2021, was as follows (in thousands): June 30, December 31, 2022 2021 2021 Credit Agreement: 2021 Term Loan, due September 2026 , interest at adjusted LIBOR plus 1.375 % (combined rate of 3.625 % at June 30, 2022) $ 144,375 $ 148,125 Less – deferred financing costs ( 3,030 ) ( 3,406 ) 2021 Term Loan, net of unamortized discounts 141,345 144,719 $ 450 million revolving loan facility, due September 2026 , interest at adjusted 3.625 % at June 30, 2022) 245,000 - 2016 Convertible Notes: 2016 Convertible Notes – Senior convertible notes; due March 15, 2036 ; 4.25 % - 230,000 Total debt, net of unamortized discounts 386,345 374,719 Current portion of long-term debt, net of unamortized discounts ( 252,500 ) ( 237,500 ) Long-term debt, net of unamortized discounts $ 133,845 $ 137,219 |
Restructuring and Reorganizat_2
Restructuring and Reorganization Charges (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Restructuring and Related Activities [Abstract] | |
Schedule of Activity in Business Restructuring and Reorganization Reserves | The activity in the business restructuring and reorganization reserves during the six months ended June 30, 2022 was as follows (in thousands): Termination Benefits Other Total January 1, 2022, balance $ 675 $ - $ 675 Charged to expense during period 3,460 28,651 32,111 Cash payments ( 1,929 ) ( 1,935 ) ( 3,864 ) Adjustment for asset impairment - ( 24,296 ) ( 24,296 ) Adjustment for accelerated depreciation - ( 2,420 ) ( 2,420 ) Other 327 - 327 June 30, 2022, balance $ 2,533 $ - $ 2,533 |
Earnings Per Common Share (Tabl
Earnings Per Common Share (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Earnings Per Share [Abstract] | |
Reconciliation of the Basic and Diluted EPS Denominators | The reconciliation of the basic and diluted EPS denominators related to the common shares is included in the following table (in thousands): Quarter Ended Six Months Ended June 30, June 30, 2022 2021 2022 2021 Basic weighted-average common shares 31,301 31,875 31,358 31,859 Dilutive effect of restricted common stock 191 118 293 211 Diluted weighted-average common shares 31,492 31,993 31,651 32,070 |
Stockholders' Equity and Equi_2
Stockholders' Equity and Equity Compensation Plans (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Stockholders' Equity Note [Abstract] | |
Summary of Unvested Restricted Common Stock Activity | A summary of our unvested restricted common stock activity during the quarter and six months ended June 30, 2022 is as follows (shares in thousands): Quarter Ended Six Months Ended June 30, 2022 June 30, 2022 Shares Weighted- Shares Weighted- Unvested awards, beginning 1,328 $ 52.94 1,206 $ 45.22 Awards granted 42 58.12 536 63.85 Awards forfeited/cancelled ( 61 ) 50.00 ( 94 ) 48.51 Awards vested ( 44 ) 46.93 ( 383 ) 43.72 Unvested awards, ending 1,265 $ 53.27 1,265 $ 53.27 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Jan. 01, 2022 | |
Summary Of Significant Accounting Policies [Line Items] | ||||||
Aggregate amount of transaction price allocated to remaining performance obligations | $ 2,000,000 | $ 2,000,000 | ||||
Remaining performance obligations expected to be recognized, year | 2028 | 2028 | ||||
Deferred revenue recognized | $ 12,300 | $ 11,900 | $ 40,300 | $ 32,000 | ||
Restricted cash | 2,000 | 2,000 | $ 1,400 | |||
Proceeds from sale/maturity of short-term investments | 26,755 | 49,419 | ||||
Short-term investments | 1,265 | 1,265 | 28,037 | |||
Purchases of short-term investments | 0 | $ 46,195 | ||||
Retained earnings | $ 920,233 | $ 920,233 | $ 916,060 | |||
Minimum | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Future revenue including variable consideration, contractual terms ending, year | 2022 | |||||
Holding period of settlement and merchant reserve assets and liabilities | 1 day | |||||
Maximum | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Future revenue including variable consideration, contractual terms ending, year | 2028 | |||||
Holding period of settlement and merchant reserve assets and liabilities | 4 days | |||||
Short-term investment contractual maturities | 2 years | 2 years | ||||
Accounting Standards Update 2020-06 [Member] | Cumulative Effect, Period of Adoption, Adjustment [Member] | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Retained earnings | $ 10,000 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details Textual 1) - Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2022-07-01 | Jun. 30, 2022 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligations expected to be recognized, percentage | 65% |
Remaining performance obligations expected to be recognized, period | 3 years |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Schedule of Revenue Disaggregated by Revenue Type, Geographic Region and Customer (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Disaggregation Of Revenue [Line Items] | ||||
Total revenue | $ 262,168 | $ 255,134 | $ 526,568 | $ 508,253 |
Percentage of total revenue | 100% | 100% | 100% | 100% |
Broadband/Cable/Satellite | ||||
Disaggregation Of Revenue [Line Items] | ||||
Percentage of total revenue | 55% | 58% | 54% | 58% |
Telecommunications | ||||
Disaggregation Of Revenue [Line Items] | ||||
Percentage of total revenue | 19% | 18% | 20% | 18% |
Other | ||||
Disaggregation Of Revenue [Line Items] | ||||
Percentage of total revenue | 26% | 24% | 26% | 24% |
Americas (principally the U.S.) | ||||
Disaggregation Of Revenue [Line Items] | ||||
Percentage of total revenue | 85% | 85% | 85% | 86% |
Europe, Middle East and Africa | ||||
Disaggregation Of Revenue [Line Items] | ||||
Percentage of total revenue | 11% | 11% | 11% | 10% |
Asia Pacific | ||||
Disaggregation Of Revenue [Line Items] | ||||
Percentage of total revenue | 4% | 4% | 4% | 4% |
SaaS and Related Solutions | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenue | $ 230,712 | $ 228,248 | $ 465,689 | $ 455,267 |
Software and Services | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenue | 20,068 | 15,033 | 38,504 | 29,812 |
Maintenance | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenue | $ 11,388 | $ 11,853 | $ 22,375 | $ 23,174 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Schedule of Settlement and Merchant Reserve Assets and Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 | Jun. 30, 2021 |
Settlement And Merchant Reserve Assets And Liabilities [Abstract] | |||
Settlement assets | $ 195,307 | $ 171,505 | |
Merchant reserve assets | 18,153 | 14,762 | |
Total | 213,460 | 186,267 | $ 142,684 |
Settlement liabilities | 193,883 | 170,514 | |
Merchant reserve liabilities | 18,153 | 14,762 | |
Total | $ 212,036 | $ 185,276 |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies - Fair Value Measurements (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Assets: | ||
Assets fair value | $ 13,356 | $ 58,342 |
Cash equivalents | Money Market Funds | ||
Assets: | ||
Assets fair value | 12,091 | 29,305 |
Cash equivalents | Commercial Paper | ||
Assets: | ||
Assets fair value | 1,000 | |
Short-term Investments | Corporate Debt Securities | ||
Assets: | ||
Assets fair value | 90 | 24,352 |
Short-term Investments | Asset-backed securities | ||
Assets: | ||
Assets fair value | 1,175 | 3,685 |
Level 1 | ||
Assets: | ||
Assets fair value | 12,091 | 29,305 |
Level 1 | Cash equivalents | Money Market Funds | ||
Assets: | ||
Assets fair value | 12,091 | 29,305 |
Level 2 | ||
Assets: | ||
Assets fair value | 1,265 | 29,037 |
Level 2 | Cash equivalents | Commercial Paper | ||
Assets: | ||
Assets fair value | 1,000 | |
Level 2 | Short-term Investments | Corporate Debt Securities | ||
Assets: | ||
Assets fair value | 90 | 24,352 |
Level 2 | Short-term Investments | Asset-backed securities | ||
Assets: | ||
Assets fair value | $ 1,175 | $ 3,685 |
Summary of Significant Accoun_9
Summary of Significant Accounting Policies - Carrying Value (Par Value for Convertible Debt) and Estimated Fair Value of Debt (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
2021 Credit Agreement | 2021 Term Loan | ||
Carrying value and estimated fair value of debt | ||
Fair Value | $ 144,375 | $ 148,125 |
Carrying Value | 144,375 | 148,125 |
2021 Credit Agreement | Revolver | ||
Carrying value and estimated fair value of debt | ||
Fair Value | 245,000 | |
Carrying Value | 245,000 | |
Senior Convertible Notes 2016 | ||
Carrying value and estimated fair value of debt | ||
Fair Value | 0 | 244,950 |
Carrying Value | $ 0 | $ 230,000 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Summary of Changes in Carrying Amount of Goodwill (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2022 USD ($) | |
Goodwill RollForward | |
Beginning balance | $ 321,330 |
Adjustments related to prior acquisitions | (2,299) |
Impairment charge related to MobileCard Holdings, LLC | (7,211) |
Effects of changes in foreign currency exchange rates | (10,598) |
Ending balance | $ 301,222 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Summary of Carrying Value of Assets (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 351,697 | $ 353,413 |
Accumulated Amortization | (274,874) | (266,449) |
Net Amount | 76,823 | 86,964 |
Acquired customer contracts | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 165,963 | 171,373 |
Accumulated Amortization | (114,995) | (114,166) |
Net Amount | 50,968 | 57,207 |
Software | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 185,734 | 182,040 |
Accumulated Amortization | (159,879) | (152,283) |
Net Amount | $ 25,855 | $ 29,757 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets (Details Textual) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Finite Lived Intangible Assets [Line Items] | ||||
Total amortization expense | $ 7.7 | $ 5.9 | $ 14.8 | $ 11.5 |
Estimated total amortization expense 2022 | 27.5 | 27.5 | ||
Estimated total amortization expense 2023 | 19.4 | 19.4 | ||
Estimated total amortization expense 2024 | 13 | 13 | ||
Estimated total amortization expense 2025 | 10.6 | 10.6 | ||
Estimated total amortization expense 2026 | 7.5 | 7.5 | ||
Customer contract costs | ||||
Finite Lived Intangible Assets [Line Items] | ||||
Total amortization expense | $ 3.8 | $ 5 | $ 10.3 | $ 9.7 |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets - Summary of Carrying Values of Customer Contract Cost Assets (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Capitalized Contract Cost [Abstract] | ||
Customer contract costs, Gross Carrying Amount | $ 79,108 | $ 79,028 |
Customer contract costs, Accumulated Amortization | (30,578) | (32,410) |
Customer contract costs, Net Amount | $ 48,530 | $ 46,618 |
Debt - Long-Term Debt (Details)
Debt - Long-Term Debt (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Mar. 15, 2022 | Dec. 31, 2021 |
Debt Instrument [Line Items] | |||
Total debt, net of unamortized discounts | $ 386,345 | $ 374,719 | |
Current portion of long-term debt, net of unamortized discounts | (252,500) | (237,500) | |
Long-term debt, net of unamortized discounts | 133,845 | 137,219 | |
2021 Credit Agreement | Revolver | |||
Debt Instrument [Line Items] | |||
Total long-term debt, gross | 245,000 | ||
Revolving loan facility | 245,000 | 0 | |
2021 Credit Agreement | 2021 Term Loan | |||
Debt Instrument [Line Items] | |||
Total long-term debt, gross | 144,375 | 148,125 | |
Less – deferred financing costs | (3,030) | (3,406) | |
Total debt, net of unamortized discounts | 141,345 | $ 150,000 | 144,719 |
Senior Convertible Notes 2016 | |||
Debt Instrument [Line Items] | |||
Total long-term debt, gross | 0 | $ 230,000 | |
Current portion of long-term debt, net of unamortized discounts | $ (229,100) |
Debt - Long-Term Debt (Parenthe
Debt - Long-Term Debt (Parenthetical) (Details) - USD ($) $ in Millions | 6 Months Ended | |
Jun. 30, 2022 | Mar. 31, 2022 | |
2021 Credit Agreement | 2021 Term Loan | ||
Debt Instrument [Line Items] | ||
Basis spread on term loan | 1.375% | |
Term loan combined interest rate | 3.625% | |
Maturity period | Sep. 30, 2026 | |
2021 Credit Agreement | Revolver | ||
Debt Instrument [Line Items] | ||
Term loan combined interest rate | 3.625% | |
Amount available under credit facility | $ 450 | $ 450 |
Maturity period | Sep. 30, 2026 | |
Senior Convertible Notes 2016 | ||
Debt Instrument [Line Items] | ||
Maturity period | Mar. 15, 2036 | |
Interest rate on senior subordinated convertible notes | 4.25% |
Debt - Credit Agreement (Detail
Debt - Credit Agreement (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Mar. 15, 2022 | Mar. 31, 2022 | Jun. 30, 2022 | Jun. 30, 2021 | Jul. 31, 2022 | Dec. 31, 2021 | |
Debt Instrument [Line Items] | ||||||
Carrying value of debt | $ 386,345 | $ 374,719 | ||||
Cash payments for Convertible Notes | $ 246,051 | $ 6,563 | ||||
2021 Credit Agreement | Minimum | ||||||
Debt Instrument [Line Items] | ||||||
Line of credit facility, unused capacity, commitment fee percentage | 0.15% | |||||
2021 Credit Agreement | Maximum | ||||||
Debt Instrument [Line Items] | ||||||
Line of credit facility, unused capacity, commitment fee percentage | 0.325% | |||||
2021 Credit Agreement | London Interbank Offered Rate (LIBOR) | Minimum | ||||||
Debt Instrument [Line Items] | ||||||
Basis spread on term loan | 1.375% | |||||
2021 Credit Agreement | London Interbank Offered Rate (LIBOR) | Maximum | ||||||
Debt Instrument [Line Items] | ||||||
Basis spread on term loan | 2.125% | |||||
2021 Credit Agreement | Base Rate | Minimum | ||||||
Debt Instrument [Line Items] | ||||||
Basis spread on term loan | 0.375% | |||||
2021 Credit Agreement | Base Rate | Maximum | ||||||
Debt Instrument [Line Items] | ||||||
Basis spread on term loan | 1.125% | |||||
2021 Credit Agreement | Revolver | ||||||
Debt Instrument [Line Items] | ||||||
Credit Agreement | $ 450,000 | $ 450,000 | ||||
Credit facility term | 5 years | |||||
Line of credit facility, unused capacity, commitment fee percentage | 0.15% | |||||
Line of credit facility, remaining borrowing capacity | $ 205,000 | |||||
Term loan combined interest rate | 3.625% | |||||
2021 Credit Agreement | Revolver | Subsequent Event | ||||||
Debt Instrument [Line Items] | ||||||
Line of credit facility, remaining borrowing capacity | $ 190,000 | |||||
Line of credit facility, additional borrowings | $ 15,000 | |||||
2021 Credit Agreement | 2021 Term Loan | ||||||
Debt Instrument [Line Items] | ||||||
Carrying value of debt | $ 150,000 | $ 141,345 | $ 144,719 | |||
Term loan period | 5 years | |||||
Cash payments for Convertible Notes | $ 3,800 | |||||
Basis spread on term loan | 1.375% | |||||
Term loan combined interest rate | 3.625% | |||||
Credit Facility, current borrowing outstanding | $ 245,000 | |||||
Senior Convertible Notes 2016 | ||||||
Debt Instrument [Line Items] | ||||||
Cash payments for Convertible Notes | 242,300 | |||||
Amounts not Converted and Settled at Par | 900 | |||||
Payments to settle convertible debt converted by holders | $ 241,400 | |||||
Loss on derivative liability upon debt conversion | $ 7,500 |
Debt - 2016 Convertible Notes (
Debt - 2016 Convertible Notes (Details Textual) | 3 Months Ended | 6 Months Ended | |||
Mar. 15, 2022 USD ($) $ / shares | Mar. 31, 2022 USD ($) | Jun. 30, 2022 USD ($) | Jun. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) | |
Debt Instrument [Line Items] | |||||
Net carrying value | $ 252,500,000 | $ 237,500,000 | |||
Cash payments for Convertible Notes | 246,051,000 | $ 6,563,000 | |||
Senior Convertible Notes 2016 | |||||
Debt Instrument [Line Items] | |||||
Net carrying value | $ 229,100,000 | ||||
Initial conversion rate of common stock | 17.7621 | ||||
Convertible Notes, initial conversion of Par Value Convertible Notes to common stock | $ 1,000 | $ 1,000 | |||
Consecutive trading days during related observation period | 40 days | ||||
Initial conversion price | $ / shares | $ 1,053.68 | ||||
Cash payments for Convertible Notes | $ 242,300,000 | ||||
Debt instrument redemption price percentage of principal amount | 100% | ||||
Carrying Value | $ 0 | $ 230,000,000 | |||
Loss On Derivative Liability Upon Debt Conversion | $ 7,500,000 |
Acquisitions (Details Textual)
Acquisitions (Details Textual) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2022 | Dec. 31, 2020 | Dec. 31, 2021 | Jul. 31, 2021 | |
Business Acquisition [Line Items] | ||||
Goodwill | $ 301,222 | $ 321,330 | ||
MobileCard Holdings, LLC | ||||
Business Acquisition [Line Items] | ||||
Percentage of acquired of equity | 64% | |||
Non-controlling interest | 3,600 | |||
Goodwill | 7,200 | |||
MobileCard Holdings, LLC | Acquired customer contracts | ||||
Business Acquisition [Line Items] | ||||
Estimated fair values of assets acquired | 2,600 | |||
MobileCard Holdings, LLC | Software | ||||
Business Acquisition [Line Items] | ||||
Estimated fair values of assets acquired | 900 | |||
Keydok LLC | ||||
Business Acquisition [Line Items] | ||||
Potential future earn out payments | 18,000 | |||
Accrued earn out payments | $ 0 | |||
Business acquisition date | Sep. 14, 2021 | |||
Percentage of acquired of equity | 100% | |||
Business acquisition, purchase price | $ 1,000 | |||
Goodwill | 1,000 | |||
DGIT Systems Pty Ltd | ||||
Business Acquisition [Line Items] | ||||
Potential future earn out payments | 13,000 | |||
Accrued earn out payments | $ 100 | |||
Business acquisition date | Oct. 04, 2021 | |||
Percentage of acquired of equity | 100% | |||
Business acquisition, purchase price | $ 16,000 | |||
Expect to finalize valuation and complete purchase price allocation period | 1 year | |||
Business acquisition, payment | $ 14,000 | |||
Business acquisition, remaining consideration | $ 2,000 | |||
Business acquisition, remaining annual periods over which additional consideration to be paid over | 4 years | |||
Goodwill | $ 7,600 | |||
DGIT Systems Pty Ltd | Acquired customer contracts | ||||
Business Acquisition [Line Items] | ||||
Estimated fair values of assets acquired | 5,100 | |||
DGIT Systems Pty Ltd | Software | ||||
Business Acquisition [Line Items] | ||||
Estimated fair values of assets acquired | 3,600 | |||
Tekzenit, Inc. | ||||
Business Acquisition [Line Items] | ||||
Potential future earn out payments | $ 10,000 | |||
Earn out and qualified sales payments measurement period | 3 years | |||
Contingent purchase price liabilities | $ 1,500 | |||
Accrued earn out payments | 0 | |||
Business acquisition, payment | 10,000 | |||
Tekzenit, Inc. | Contingent Purchase Price Payments | ||||
Business Acquisition [Line Items] | ||||
Potential future earn out payments | 6,000 | |||
Contingent purchase price liabilities | $ 600 | |||
Tekzenit, Inc. | Financial And Sales Criteria | ||||
Business Acquisition [Line Items] | ||||
Potential future earn out payments | $ 4,000 |
Restructuring and Reorganizat_3
Restructuring and Reorganization Charges (Details Textual) $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 USD ($) Employees | Jun. 30, 2022 USD ($) | Jun. 30, 2021 USD ($) | Jun. 30, 2022 USD ($) Employees | Jun. 30, 2021 USD ($) | |
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring and reorganization charges | $ 19,005 | $ 1,760 | $ 32,111 | $ 2,820 | |
Accelerated depreciation | 2,420 | ||||
Impairment charges | $ 24,436 | $ 415 | |||
Termination Benefits Related to Organizational Changes | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring and reorganization charges | $ 600 | ||||
Reduced workforce | Employees | Employees | 20 | ||||
Shut-down of MobileCard Business | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Reduced workforce | Employees | Employees | 40 | ||||
Impairment charges | $ 7,000 | ||||
Real Estate Restructurings | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring and reorganization charges | $ 17,300 | ||||
Accelerated depreciation | $ 2,400 |
Restructuring and Reorganizat_4
Restructuring and Reorganization Charges - Schedule of Activity in Business Restructuring and Reorganization Reserves (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Restructuring Cost and Reserve [Line Items] | ||||
Beginning Balance | $ 675 | |||
Charged to expense during period | $ 19,005 | $ 1,760 | 32,111 | $ 2,820 |
Cash payments | (3,864) | |||
Adjustment for asset impairment | (24,296) | |||
Adjustment for accelerated depreciation | (2,420) | |||
Other | 327 | |||
Ending Balance | 2,533 | 2,533 | ||
Termination Benefits | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Beginning Balance | 675 | |||
Charged to expense during period | 3,460 | |||
Cash payments | (1,929) | |||
Other | 327 | |||
Ending Balance | 2,533 | 2,533 | ||
Other | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Charged to expense during period | 28,651 | |||
Cash payments | (1,935) | |||
Adjustment for asset impairment | (24,296) | |||
Adjustment for accelerated depreciation | (2,420) | |||
Ending Balance | $ 0 | $ 0 |
Commitments, Guarantees and C_2
Commitments, Guarantees and Contingencies (Details Textual) - USD ($) $ in Millions | 6 Months Ended | |
Jun. 30, 2022 | Dec. 31, 2021 | |
Other Commitments [Line Items] | ||
Restricted assets used to collateralize guarantees | $ 2.9 | |
Restricted assets used to cash and cash equivalents | 2 | $ 1.4 |
Money transmitter bonds | $ 17 | |
Warranty Period | 90 days | |
Surety Bond | ||
Other Commitments [Line Items] | ||
Restricted assets used to collateralize guarantees | $ 4.4 | |
Cash and Cash equivalents | ||
Other Commitments [Line Items] | ||
Restricted assets used to cash and cash equivalents | 2 | |
Other Non-current Assets | ||
Other Commitments [Line Items] | ||
Restricted assets used to collateralize guarantees | $ 0.9 |
Earnings Per Common Share - Rec
Earnings Per Common Share - Reconciliation of the Basic and Diluted EPS Denominators (Details) - shares shares in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Reconciliation of the basic and diluted EPS denominators | ||||
Basic weighted-average common shares | 31,301 | 31,875 | 31,358 | 31,859 |
Dilutive effect of restricted common stock | 191 | 118 | 293 | 211 |
Diluted weighted-average common shares | 31,492 | 31,993 | 31,651 | 32,070 |
Earnings Per Common Share (Deta
Earnings Per Common Share (Details Textual) - $ / shares | Jun. 30, 2022 | Dec. 31, 2014 |
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | ||
Common stock warrants issued, per warrant | $ 26.68 | |
Common Stock Warrants | ||
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | ||
Common stock warrants issued, per warrant | $ 26.68 |
Stockholders' Equity and Equi_3
Stockholders' Equity and Equity Compensation Plans (Details Textual) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2014 | |
Stockholders Equity And Equity Compensation Plans [Line Items] | |||||
Remaining number of shares available for repurchase | 3,000,000 | 3,000,000 | |||
Repurchase of common stock for employee tax withholdings, shares | 2,000 | 3,000 | 125,000 | 113,000 | |
Repurchase of common stock for tax withholdings, value | $ 100 | $ 100 | $ 7,900 | $ 5,300 | |
Cash dividends declared per common share | $ 0.265 | $ 0.25 | |||
Cash dividend | $ 8,500 | $ 8,200 | $ 17,100 | 16,400 | |
Stock warrants term | 10 years | ||||
Stock warrants, exercise price | $ 26.68 | ||||
Performance based awards granted to executive management and certain key employees shares | 121,000 | ||||
Vesting maturity date | first quarter of 2024 | ||||
Vesting period | 2 years | ||||
Stock-based compensation expense | $ 6,500 | $ 5,000 | $ 12,117 | $ 10,417 | |
Market-based Awards | |||||
Stockholders Equity And Equity Compensation Plans [Line Items] | |||||
Awards vested | 40,000 | ||||
Restricted common stock | |||||
Stockholders Equity And Equity Compensation Plans [Line Items] | |||||
Vesting period | 3 years | ||||
Awards vested | 44,000 | 383,000 | |||
Comcast | |||||
Stockholders Equity And Equity Compensation Plans [Line Items] | |||||
Issuance of stock warrants | 2,900,000 | ||||
Stock warrants issued | 1,000,000 | 1,000,000 | |||
Stock warrants vested | 0 | ||||
SEC Rule 10b5-1 Plan | |||||
Stockholders Equity And Equity Compensation Plans [Line Items] | |||||
Repurchase of common stock, shares | 360,000 | 153,000 | 626,000 | 295,000 | |
Total amount paid | $ 21,600 | $ 7,000 | $ 37,600 | $ 13,500 | |
Weighted-average price per share | $ 59.88 | $ 45.56 | $ 59.99 | $ 45.74 |
Stockholders' Equity and Equi_4
Stockholders' Equity and Equity Compensation Plans - Summary of Unvested Restricted Common Stock Activity (Details) - Restricted common stock - $ / shares shares in Thousands | 3 Months Ended | 6 Months Ended |
Jun. 30, 2022 | Jun. 30, 2022 | |
Shares | ||
Shares, Unvested awards, beginning balance | 1,328 | 1,206 |
Shares, Awards granted | 42 | 536 |
Shares, Awards forfeited/cancelled | (61) | (94) |
Shares, Awards vested | (44) | (383) |
Shares, Unvested awards, ending balance | 1,265 | 1,265 |
Weighted-Average Grant Date Fair Value | ||
Weighted-Average Grant Date Fair Value, Unvested awards, beginning balance | $ 52.94 | $ 45.22 |
Weighted-Average Grant Date Fair Value, Awards granted | 58.12 | 63.85 |
Weighted-Average Grant Date Fair Value, Awards forfeited/cancelled | 50 | 48.51 |
Weighted-Average Grant Date Fair Value, Awards vested | 46.93 | 43.72 |
Weighted-Average Grant Date Fair Value, Unvested awards, ending balance | $ 53.27 | $ 53.27 |