EXHIBIT 99.01
SAFE HARBOR FOR FORWARD-LOOKING STATEMENTS UNDER THE PRIVATE SECURITIES
LITIGATION REFORM ACT OF 1995
CERTAIN CAUTIONARY STATEMENTS AND
RISK FACTORS
CSG Systems International, Inc. and its subsidiaries (collectively, the Company)
or their representatives from time-to-time may make or may have made certain
forward-looking statements, whether orally or in writing, including without
limitation, any such statements made or to be made in the Management's
Discussion and Analysis of Financial Condition and Results of Operations
contained in its various SEC filings or orally in conferences or
teleconferences. The Company wishes to ensure that such statements are
accompanied by meaningful cautionary statements, so as to ensure to the fullest
extent possible the protections of the safe harbor established in the Private
Securities Litigation Reform Act of 1995.
ACCORDINGLY, THE FORWARD-LOOKING STATEMENTS ARE QUALIFIED IN THEIR ENTIRETY BY
REFERENCE TO AND ARE ACCOMPANIED BY THE FOLLOWING MEANINGFUL CAUTIONARY
STATEMENTS IDENTIFYING CERTAIN IMPORTANT FACTORS THAT COULD CAUSE ACTUAL RESULTS
TO DIFFER MATERIALLY FROM THOSE IN SUCH FORWARD-LOOKING STATEMENTS.
This list of factors is likely not exhaustive. The Company operates in a rapidly
changing and evolving business involving the converging communications markets,
and new risk factors will likely emerge. Management cannot predict all of the
important risk factors, nor can it assess the impact, if any, of such risk
factors on the Company's business or the extent to which any factor, or
combination of factors, may cause actual results to differ materially from those
in any forward-looking statements.
ACCORDINGLY, THERE CAN BE NO ASSURANCE THAT FORWARD-LOOKING STATEMENTS WILL BE
ACCURATE INDICATORS OF FUTURE ACTUAL RESULTS, AND IT IS LIKELY THAT ACTUAL
RESULTS WILL DIFFER FROM RESULTS PROJECTED IN FORWARD-LOOKING STATEMENTS AND
THAT SUCH DIFFERENCES MAY BE MATERIAL.
RELIANCE ON CCS
The Company derived approximately 75.8% and 78.3% of its total revenues from its
primary product, Communications Control System, and related products and
services (collectively, "CCS") in the years ended December 31, 2000 and 1999,
respectively. CCS is expected to provide the substantial majority of the
Company's total revenues in the foreseeable future.
The Company continues to develop new products and services to address the
evolving needs of its new and existing clients as they roll out new product
offerings and enter new markets. A substantial portion of the Company's new
products and services require enhancements to the core functionality of CCS.
There is an inherent risk of technical problems in maintaining and operating CCS
as its complexity is increased. The Company's results will depend upon
continued market acceptance of CCS, as well as the Company's ability to continue
to adapt, modify, maintain, and operate CCS to meet the changing needs of its
clients without sacrificing the reliability or quality of service. Any
reduction in demand for CCS would have a material adverse effect on the
financial condition and results of operations of the Company.
AT&T RELATIONSHIP
Contract Rights and Obligations (as amended)
The AT&T Contract has an original term of 15 years and expires in 2012. The AT&T
Contract includes minimum financial commitments by AT&T over the life of the
contract, and as amended, includes exclusive rights for the Company to provide
customer care and billing products and services for AT&T's offerings of wireline
video, all Internet/high speed data services, and print and mail services.
During the fourth quarter of 2000, the Company relinquished its exclusive rights
to process AT&T's wireline telephony customers, and expects these AT&T customers
to be fully converted to another service provider by the end of 2001. The
Company does not expect the loss of these customers to have a material impact on
the Company's result of operations.
Effective April 2001, the Company amended its agreement with AT&T giving the
Company certain contractual rights to continue to process certain AT&T customers
for a minimum of one year in the event that AT&T divests a portion of its
customers to another company. These new rights are co-terminus and are in
addition to the existing minimum processing commitments the Company has with
AT&T through September 2012. Any such divestitures to a third party would not
relieve AT&T of its minimum financial commitments over the term of the contract.
It has been recently reported in the public press that AT&T Broadband may be
acquired or merged with one or more third parties in a single transaction or a
series of transactions. It is impossible and premature at this time to speculate
what impact any particular transaction(s) would have on the Company's
operations, if any. The Company believes the AT&T Contract would remain in
effect in the event there is a change in control of AT&T Broadband; however, it
is impossible to predict how any successor entity(s) to AT&T Broadband would
interpret their obligations under the AT&T Contract. It is also impossible to
predict what impact any dispute would have on the Company's results of
operations or market for its securities.
The AT&T Contract contains certain performance criteria and other obligations to
be met by the Company. The Company is subject to various remedies and penalties
if it fails to meet the performance criteria or other obligations. The Company
is also subject to an annual technical audit to determine whether the Company's
products and services include innovations in features and functions that have
become standard in the wireline video industry. If an audit determines the
Company is not providing such an innovation and it fails to do so in the manner
and time period dictated by the contract, then AT&T would be released from its
exclusivity obligation to the extent necessary to obtain the innovation from a
third party.
To fulfill the AT&T Contract and to remain competitive, the Company believes it
will be required to develop additional features to existing products and
services, and possibly in certain circumstances new products and services, all
of which will require substantial research and development, as well as
implementation and operational aptitude. AT&T has the right to terminate the
AT&T Contract in the event of certain defaults by the Company. To date, the
Company believes it has complied with the terms of the contract. Should the
Company fail to meet its obligations under the AT&T Contract, and should AT&T be
successful in any action to either terminate the AT&T Contract in whole or in
part, or collect damages caused by an alleged breach, it would have a material
adverse impact on the Company's results of operations. Indeed, in the Company's
third quarter ended September 30, 2000, AT&T filed a Demand for Arbitration
relating to the AT&T Contract, causing a significant drop in the trading price
of the Company's Common Stock.
A copy of the AT&T Contract and all subsequent amendments (including the
amendment executed as part of the agreement to withdraw the Demand for
Arbitration) are included in the Company's exhibits to its periodic public
filings with the Securities and Exchange Commission. These documents are
available on the Internet and the Company encourages readers to review those
documents for further details. See the Company's 2000 10-K for additional
discussion of the arbitration claim and the Company's business relationship with
AT&T.
Business Activities and Dependence On AT&T
AT&T completed its merger with Tele-Communications, Inc. (TCI) in March 1999 and
completed its merger with MediaOne Group, Inc. (MediaOne) in 2000. During the
six months ended June 30, 2001 and 2000, revenues from AT&T and affiliated
companies represented approximately 59.6% and 45.3% of total revenues,
respectively. The increase in the percentage between periods relates primarily
to the timing and the amount of software purchases by AT&T. The Company expects
to continue to generate a significant portion of its total revenues from AT&T
and affiliated companies in the future. There are inherent risks whenever this
large of a percentage of total revenues is concentrated with one customer. One
such risk is that, should AT&T's business generally decline, it would have a
material impact on the Company's results of operations.
If the Company were to fail to continue to perform successfully under the AT&T
Contract, that would have a material adverse effect on the financial condition
and results of operations of the Company. Likewise, if AT&T were to breach its
material obligations to the Company, that would have a material adverse effect
on the financial condition and results of operations of the Company.
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Historically, a substantial portion of the Company's revenue growth has resulted
from the sale of products and services to AT&T, both of which are in excess of
the minimum financial commitments included in the contract. There can be no
assurance that the Company will continue to sell products and services to AT&T
in excess of the minimum financial commitments included in the contract.
RENEWAL OF AOL TIME WARNER CONTRACTS
America Online, Inc. ("AOL") and Time Warner completed their merger in 2000, and
now operate under the name AOL Time Warner Inc. ("AOL Time Warner"). During the
years ended December 31, 2000 and 1999, revenues from AOL Time Warner
represented approximately 8.3% and 10.2% of total revenues, respectively. The
Company provides services to AOL Time Warner under multiple, separate contracts
with various AOL Time Warner affiliates. These contracts are scheduled to expire
on various dates. The failure of AOL Time Warner to renew contracts representing
a significant part of its business with the Company would have a material
adverse impact on the financial condition and results of operations of the
Company. It would be premature to predict the impact, if any, the result the AOL
Time Warner merger will have on the financial condition or results of operations
of the Company.
CONVERSION TO THE COMPANY'S SYSTEMS
The Company's ability to convert new client sites to its customer care and
billing systems on a timely and accurate basis is necessary to meet the
Company's contractual commitments and to achieve its business objectives.
Converting multiple sites under the schedules required by contracts or business
requirements is a difficult and complex process. One of the difficulties in the
conversion process is that competition for the necessary qualified personnel is
intense and the Company may not be successful in attracting and retaining the
personnel necessary to complete conversions on a timely and accurate basis. The
inability of the Company to perform the conversion process timely and accurately
would have a material adverse impact on the results of operations of the
Company. The Company is currently scheduled to convert approximately 3.2
million customers onto its processing system during the remainder of 2001.
INDUSTRY CONSOLIDATION AND DEPENDENCE ON VIDEO INDUSTRY - CABLE
TELEVISION AND DBS
The Company's business is concentrated in the cable television and Direct
Broadcast Satellite ("DBS") industries, making the Company susceptible to a
downturn in those industries. During the years ended December 31, 2000 and 1999,
the Company derived 77.7% and 75.8%, and 16.0% and 15.5% of its total revenues
from companies in the U.S. cable television and U.S. and Canadian DBS
industries, respectively. A decrease in the number of customers served by the
Company's clients, loss of business due to non-renewal of client contracts,
industry consolidation, and/or changing consumer demand for services would
adversely effect the results of operations of the Company.
There can be no assurance that new entrants into the video market will become
clients of the Company. Also, there can be no assurance that video providers
will be successful in expanding into other segments of the converging
communications markets. Even if major forays into new markets are successful,
the Company may be unable to meet the special billing and customer care needs of
that market. The cable television industry both domestically and
internationally is undergoing significant ownership changes at an accelerated
pace. One facet of these changes is that cable television providers are
consolidating, decreasing the potential number of buyers for the Company's
products and services. Seven providers account for over 85% of the U.S. cable
television market and two providers account for almost the entire U.S. DBS
market. The Company processes and/or provides statement printing for at least a
portion of the customers (i) for five of the seven cable television providers,
and (ii) for one of the DBS providers. For the six months ended June 30, 2001,
approximately 70% of the Company's total revenues were generated from companies
under the control of these six providers. Consolidation in the industry may put
at risk the Company's ability to
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leverage its existing relationships. Should this consolidation result in a
concentration of cable television customer accounts being owned by companies
with whom the Company does not have a relationship, or with whom competitors are
entrenched, it could negatively effect the Company's ability to maintain or
expand its market share, thereby adversely effecting the results of operations.
NEW PRODUCTS AND RAPID TECHNOLOGICAL CHANGE
The market for customer care and billing systems is characterized by rapid
changes in technology and is highly competitive with respect to the need for
timely product innovations and new product introductions. The Company believes
that its future success in sustaining and growing the annual processing revenue
per customer account and the software and professional services revenues depends
upon continued market acceptance of its current products, including CCS, and its
ability to enhance its current products and develop new products that address
the increasingly complex and evolving needs of its clients. Substantial
research and development will be required to maintain the competitiveness of the
Company's products and services in the market. Development projects can be
lengthy and costly, and are subject to changing requirements, programming
difficulties, a shortage of qualified personnel, and unforeseen factors which
can result in delays. In addition, the Company is typically responsible for the
implementation of new products, and depending upon the specific product, may
also be responsible for operations of the product. There is an inherent risk in
the successful implementation and operations of these products as the
technological complexity increases. There can be no assurance (i) of continued
market acceptance of the Company's current products, (ii) that the Company will
be successful in the timely development of product enhancements or new products
that respond to technological advances or changing client needs, or (iii) that
the Company will be successful in supporting the implementation and/or
operations of product enhancements or new products.
CONVERGING COMMUNICATIONS MARKETS
The Company's growth strategy is based in part on the continuing convergence and
growth of the cable television, DBS, telecommunications, and on-line services
markets. If these markets fail to converge, grow more slowly than anticipated,
or if providers in the converging markets do not accept the Company's solution
for combining multiple communications services for a customer, there could be a
material adverse effect on the Company's growth.
COMPETITION
The market for the Company's products and services is highly competitive. The
Company directly competes with both independent providers of products and
services and in-house systems developed by existing and potential clients. In
addition, some independent providers are entering into strategic alliances with
other independent providers, resulting in either a new competitor, or a
competitor(s) with greater resources. Many of the Company's current and
potential competitors have significantly greater financial, marketing,
technical, and other competitive resources than the Company, and many already
have significant international operations. There can be no assurance that the
Company will be able to compete successfully with its existing competitors or
with new competitors.
ATTRACTION AND RETENTION OF PERSONNEL
The Company's future success depends in large part on the continued service of
its key management, sales, product development, and operational personnel. The
Company is particularly dependent on its executive officers. The Company
believes that its future success also depends on its ability to attract and
retain highly skilled technical, managerial, operational, and marketing
personnel, including, in particular, additional personnel in the areas of
research and development and technical support. Competition for qualified
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personnel is intense, particularly in the areas of research and development,
conversions and technical support. The Company may not be successful in
attracting and retaining the personnel it requires, which would adversely effect
the Company's ability to meet its commitments and new product delivery
objectives.
VARIABILITY OF QUARTERLY RESULTS
The Company's quarterly revenues and results, particularly relating to software
and professional services, may fluctuate depending on various factors, including
the timing of executed contracts and the delivery of contracted services or
products, the cancellation of the Company's services and products by existing or
new clients, the hiring of additional staff, new product development and other
expenses, and changes in sales commission policies. No assurance can be given
that results will not vary due to these factors. As the Company's overall
revenue grows, so too does the risk associated with meeting financial
expectations for revenue derived from its software and services offerings. As a
result, there is a proportionately increased likelihood that the Company may
fail to meet revenue and earnings expectations of the analyst community. With
the current volatility of the stock market, should the Company fail to meet
analyst expectations by even a relatively small amount it would most likely have
a disproportionately negative impact upon the market price for the Company's
Common Stock.
DEPENDENCE ON PROPRIETARY TECHNOLOGY
The Company relies on a combination of trade secret and copyright laws,
nondisclosure agreements, and other contractual and technical measures to
protect its proprietary rights in its products. The Company also holds a limited
number of patents on some of its newer products, and does not rely upon patents
as a primary means of protecting its rights in its intellectual property. There
can be no assurance that these provisions will be adequate to protect its
proprietary rights. Although the Company believes that its intellectual
property rights do not infringe upon the proprietary rights of third parties,
there can be no assurance that third parties will not assert infringement claims
against the Company or the Company's clients.
INTERNATIONAL OPERATIONS
The Company's business strategy includes a commitment to the marketing of its
products and services internationally, and the Company has acquired and
established operations outside of the U.S. The Company is subject to certain
inherent risks associated with operating internationally. Risks include product
development to meet local requirements such as the conversion to the local
currency, difficulties in staffing and management, reliance on independent
distributors or strategic alliance partners, fluctuations in foreign currency
exchange rates, compliance with foreign regulatory requirements, variability of
foreign economic conditions, changing restrictions imposed by U.S. export laws,
an adverse impact to the Company's overall effective tax rate resulting from (i)
operations in foreign countries with higher tax rates than the United States,
(ii) inefficient use of foreign tax credits, and (iii) the inability to utilize
some or all of losses generated in one or more foreign countries, and
competition from U.S.-based companies which have firmly established significant
international operations. There can be no assurance that the Company will be
able to manage successfully the risks related to selling its products and
services in international markets.
INTEGRATION OF ACQUISITIONS
As part of its growth strategy, the Company seeks to acquire assets, technology,
and businesses which would provide the technology and technical personnel to
expedite the Company's product development efforts, provide complementary
products or services or provide access to new markets and clients. Acquisitions
involve a number of risks and difficulties, including expansion into new
geographic markets and business areas, the requirement to understand local
business practices, the diversion of management's
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attention to the assimilation of acquired operations and personnel, potential
adverse short-term effects on the Company's operating results, and the
amortization of acquired intangible assets.
SYSTEM SECURITY
The end users of the Company's systems are continuously connected to the
Company's products through a variety of public and private telecommunications
networks. The Company plans to expand its use of the Internet with its product
offerings thereby permitting, for example, our clients' customer to use the
Internet to review account balances, order services or execute similar account
management functions. The Company also operates an extensive internal network
of computers and systems used to manage internal communications, financial
information, development data and the like. The Company's product and internal
communications networks and systems carry an inherent risk of failure as a
result of human error, acts of nature and intentional, unauthorized attacks from
computer "hackers." Opening up these networks and systems to permit access via
the Internet increases their vulnerability to unauthorized access and
corruption, as well as increasing the dependency of the systems' reliability on
the availability and performance of the Internet's infrastructure. Certain
system security and other controls for CCS are reviewed annually by an
independent party. The Company periodically undergoes a security review of its
internal systems by an independent party, and has implemented a plan intended to
limit the risk of an unauthorized access to the networks and systems, including
network firewalls, intrusion detection systems and antivirus applications.
The method, manner, cause and timing of an extended interruption or outage in
the Company's networks or systems is impossible to predict. As a result, there
can be no assurances that the Company's networks and systems will not fail, nor
that the Company's business recovery plans will adequately mitigate any damages
incurred as a consequence. In addition, should the Company's networks or
systems be significantly compromised, it would most likely have a material
adverse effect on the operations of the Company, including its ability to meet
product delivery obligations or client expectations. Likewise, should the
Company's networks or systems experience an extended interruption or outage,
have their security compromised or data lost or corrupted, it would most likely
result in an immediate loss of revenue, as well as damaging the reputation of
the Company. Any of these events could have both an immediate, negative impact
upon the Company's short term revenue and profit expectations, as well as its
long term ability to attract and retain new clients.
PRODUCT OPERATIONS AND SYSTEM AVAILABILITY
The Company's product operations are run in both mainframe and distributed
system computing environments, as follows:
Mainframe Environment
CCS operates in a mainframe data processing center managed by FDC (the "FDC
Data Center"), with end users dispersed throughout the United States and
Canada. These services are provided under an agreement with FDC, which was
recently extended and is now scheduled to expire June 30, 2005. The Company
believes it could obtain mainframe data processing services from alternative
sources, if necessary. The Company has a business recovery plan as part of
its agreement with FDC should the FDC Data Center suffer an extended business
interruption or outage. This plan is tested on an annual basis.
Distributed Systems Environment
Several of the Company's new product applications operate in a distributed
systems environment (also known as "open systems"), running on multiple
servers for the benefit of certain clients. The Company recently completed
the migration of these distributed systems servers from its own internal data
center to the FDC Data Center. Under an agreement with FDC that runs through
June 30, 2005, FDC provides the operations monitoring and facilities
management services, while the Company provides hardware, operating systems
and application support.
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Typically, these distributed product applications interface to and operate in
conjunction with CCS via telecommunication networks. The Company is currently
implementing its business recovery plan for these applications. The Company
and FDC have extensive experience in running applications within the mainframe
computing platform, and only within the last few years began running
applications within a distributed systems environment. In addition, the
mainframe computing environment and related technology is mature and has
proven to be a highly reliable and scaleable computing platform. The
distributed systems computing platform is not at the same level of maturity as
the mainframe computing platform. In addition, security attacks on
distributed systems throughout the industry are more prevalent than on
mainframe environments due to the open nature of those systems.
The end users of the Company systems are continuously connected to the Company's
products through a variety of public and private telecommunications networks,
and are highly dependent upon the continued availability of the Company's
systems to conduct their business operations. Should the FDC Data Center, or
any particular product application or internal system which is operated within
the FDC Data Center or the Company's facilities, as well as the connecting
telecommunications networks, experience an extended business interruption or
outage, it could have an immediate impact to the business operations of the
Company's clients, which could have a material adverse impact on the financial
condition and results of operations of the Company, as well as negatively affect
the Company's ability to attract and retain new clients.
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