Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of ~~April 30, 2021,~~May 2, 2022, there were ~~32,889,346~~32,437,938 shares of the registrant’s common stock outstanding.

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

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.

Reclassifications.Beginning with the second quarter of 2021, we determined that settlement and merchant reserve assets consist of restricted cash and are now included with cash, cash equivalents and restricted cash when reconciling the beginning-of-period and end-of-period total amounts shown on the unaudited Condensed Consolidated Statements of Cash Flows (the “Statements of Cash Flows”). Historically, we presented the change in settlement and merchant reserve assets and liabilities as part of the changes in operating assets and liabilities on the Statements of Cash Flows. Additionally, cash flows related to our settlement and merchant reserve liabilities have been reclassified from cash flows from operating activities to cash flows from financing activities.

Prior period amounts have been reclassified to conform to the current period presentation. These changes have no impact on our previously reported consolidated net income, total assets, including cash and cash equivalents, liabilities, and equity. In addition, these changes have no material impact on our previously reported cash flows from operating activities.

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 ~~2021~~2022 through ~~2028.~~2028. Our customer contracts may include guaranteed minimums and fixed monthly or annual fees. As of March 31, ~~2021,~~2022, our aggregate amount of the transaction price allocated to the remaining performance obligations is approximately ~~$900 million,~~$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 ~~80%~~65% of this amount by the end of ~~2023,~~2024, with the remaining amount recognized by the end of ~~2028.~~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 ~~first~~ quarters ofended March 31, 2022 and 2021 ~~and 2020 was~~were as follows (in thousands):

	Quarter Ended
	March 31,				Quarter Ended
	2021		2020		March 31,
Cloud and related solutions	$	227,019	$	222,220
					2022		2021
SaaS and related solutions					$	234,977	$	227,019
Software and services		14,779		13,206		18,436		14,779
Maintenance		11,321		10,191		10,987		11,321
Total revenue	$	253,119	$	245,617	$	264,400	$	253,119

We use the location of the customer as the basis of attributing revenue to geographic regions. Revenue by geographic region for the ~~first~~ quarters ofended March 31, 2022 and 2021 ~~and 2020~~, as a percentage of our total revenue, ~~was~~were as follows:


	Quarter Ended						Quarter Ended
	March 31,						March 31,
	2021			2020			2022			2021
Americas (principally the U.S.)		86	%		88	%		84	%		86	%
Europe, Middle East, and Africa		10	%		9	%		12	%		10	%
Asia Pacific		4	%		3	%		4	%		4	%
Total revenue		100	%		100	%		100	%		100	%

We generate our revenue primarily from the global communications markets; however, we serve an expanding group of customers in other industry markets including retail, healthcare, financial services, ~~healthcare, media and entertainment companies,~~insurance, and government entities. Revenue by customer vertical for the ~~first~~ quarters ofended March 31, 2022 and 2021 ~~and 2020~~, as a percentage of our total revenue, ~~was~~were as follows:


	Quarter Ended						Quarter Ended
	March 31,						March 31,
	2021			2020			2022			2021
Broadband/Cable/Satellite		57	%		58	%		54	%		57	%
Telecommunications		18	%		17	%		19	%		18	%
Other		25	%		25	%		27	%		25	%
Total revenue		100	%		100	%		100	%		100	%

Deferred revenue recognized ~~for~~during the ~~first~~ quarters ~~of 2021and 2020~~ended March 31, 2022 and 2021 was ~~$20.1~~$28.0 million and ~~$17.7~~$20.1 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 March 31, ~~2021~~2022 and December 31, ~~2020,~~2021, our cash equivalents consist primarily of institutional money market funds, commercial paper, and time deposits held at major banks.

As of March 31, 2021 and December 31, 2020, we had $1.9 million and $1.7 million, respectively, of restricted cash that serves to collateralize outstanding letters of credit. This restricted cash is included in cash and cash equivalents in our Condensed Consolidated Balance Sheets (“Balance Sheets” or “Balance Sheet”). 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.

~~Short-term Investments~~Restricted Cash. Restricted cash includes cash that is legally or contractually restricted, as well as our settlement and ~~Other~~ merchant reserve assets. As of March 31, 2022 and December 31, 2021, we had $2.1 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):


	March 31, 2022				December 31, 2021
	Assets		Liabilities		Assets		Liabilities
Settlement assets/liabilities	$	148,808	$	147,445	$	171,505	$	170,514
Merchant reserve assets/liabilities		14,337		14,337		14,762		14,762
Total	$	163,145	$	161,782	$	186,267	$	185,276

Financial Instruments. Our financial instruments as of March 31, ~~2021~~2022 and December 31, ~~2020~~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 March 31, ~~2021~~2022 and December 31, ~~2020~~2021 have contractual maturities of less than two years from the time of acquisition. Our short-term investments as of March 31, ~~2021~~2022 and December 31, ~~2020~~2021 consisted almost entirely of fixed income securities. Proceeds from the sale/maturity of short-term investments for the ~~first quarters of~~three months ended March 31, 2022 and 2021 ~~and 2020~~ were ~~$29.3~~$21.9 million and ~~$18.7~~$29.3 million, respectively, and purchases of short-term investments for the three months ended March 31, 2022 and 2021 were 0 and $32.3 million, respectively.

Our short-term investments as of March 31, ~~2021~~2022 and December 31, ~~2020~~2021 were ~~$54.5~~$6.1 million and ~~$51.6~~$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):


	March 31, 2021						December 31, 2020						March 31, 2022						December 31, 2021
	Level 1		Level 2		Total		Level 1		Level 2		Total		Level 1		Level 2		Total		Level 1		Level 2		Total
Cash equivalents:
Money market funds	$	33,546	$	—	$	33,546	$	33,535	$	—	$	33,535	$	12,201	$	—	$	12,201	$	29,305	$	—	$	29,305
Commercial paper		—		9,224		9,224		—		15,746		15,746		—		—		0		—		1,000		1,000
Corporate debt securities		—		—		—		—		1,351		1,351
Short-term investments:
Corporate debt securities		—		42,544		42,544		—		38,672		38,672		—		3,189		3,189		—		24,352		24,352
U.S. government agency bonds		—		4,628		4,628		—		4,642		4,642
Asset-backed securities		—		7,367		7,367		—		8,284		8,284		—		2,944		2,944		—		3,685		3,685
Total	$	33,546	$	63,763	$	97,309	$	33,535	$	68,695	$	102,230	$	12,201	$	6,133	$	18,334	$	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 ~~debt)~~notes) and estimated fair value of our debt as of the indicated periods (in thousands):

March 31,
2021

December 31,
2020

Carrying

Fair

Carrying

Fair

Value

Value

Value

Value

2018 Credit Agreement (carrying value including current maturities)

$
123,750

$
123,750

$
126,563

$
126,563

2016 Convertible debt (par value)

230,000

243,513

230,000

244,663


	March 31, 2022				December 31, 2021
	Carrying Value		Fair Value		Carrying Value		Fair Value
2021 Credit Agreement:
Term Loan (carrying value including current maturities)	$	146,250	$	146,250	$	148,125	$	148,125
Revolver		245,000		245,000		—		—
2016 Convertible Notes (par value)		0		0		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 ~~debt~~notes was estimated based upon quoted market prices or recent sales activity, both of which are considered Level 2 inputs.

~~Equity Method Investment~~. ~~We held a 15% noncontrolling interest in~~ ~~a payment technology and services company~~ ~~with a carrying value of approximately $8 million as of March 31, 2021 and December 31, 2020, included in other non-current assets in our Balance Sheets.~~

Accounting Pronouncement ~~Issued But Not Yet Effective.~~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. ~~We are currently evaluating~~On January 1, 2022, we adopted this ASU using the ~~timing,~~modified retrospective transition method ~~of adoption,~~ and ~~overall impact of this standard on~~recorded an approximately $10 million cumulative-effect adjustment to our ~~Financial Statements.~~beginning retained earnings balance.

3. ~~LONG-LIVED~~GOODWILL AND INTANGIBLE ASSETS

Goodwill. The changes in the carrying amount of goodwill for the first quarter of ~~2021~~2022 wereas follows (in thousands):

January 1, 2021 balance

$
272,322

Goodwill acquired during period

168

Adjustments related to prior acquisitions

(15
)
Effects of changes in foreign currency exchange rates

790

March 31, 2021 balance

$
273,265


January 1, 2022 balance	$	321,330
Adjustments related to prior acquisitions		122
Effects of changes in foreign currency exchange rates		(2,418	)
March 31, 2022 balance	$	319,034

Other Intangible Assets. Our other intangible assets subject to ongoing amortization consist primarily of acquired customer contracts and software. As of March 31, ~~2021~~2022 and December 31, ~~2020,~~2021, the carrying values of these assets were as follows (in thousands):

	March 31, 2021							December 31, 2020
	Gross							Gross
	Carrying		Accumulated			Net		Carrying		Accumulated			Net		March 31, 2022							December 31, 2021
	Amount		Amortization			Amount		Amount		Amortization			Amount		Gross Carrying Amount		Accumulated Amortization			Net Amount		Gross Carrying Amount		Accumulated Amortization			Net Amount
Acquired customer contracts	$	154,119	$	(107,846	)	$	46,273	$	153,790	$	(105,778	)	$	48,012	$	170,206	$	(115,726	)	$	54,480	$	171,373	$	(114,166	)	$	57,207
Software		169,247		(143,662	)		25,585		166,289		(139,836	)		26,453		185,724		(156,490	)		29,234		182,040		(152,283	)		29,757
Total intangible assets	$	323,366	$	(251,508	)	$	71,858	$	320,079	$	(245,614	)	$	74,465	$	355,930	$	(272,216	)	$	83,714	$	353,413	$	(266,449	)	$	86,964

The total amortization expense related to other intangible assets for the first quarters of 2022 and 2021 ~~and 2020~~ were ~~$5.6~~$7.1 million and ~~$6.3~~$5.6 million, respectively. Based on the March 31, ~~2021~~2022 net carrying value of our ~~other~~ intangible assets, the estimated total amortization expense for each of the five succeeding fiscal years ending December 31 are: ~~2021 – $20.5 million;~~ 2022 ~~– $14.7~~- $26.2 million; 2023 ~~– $10.8~~- $19.3 million; 2024 ~~– $7.4~~- $13.1 million; 2025 - $10.9 million; and ~~2025 – $6.5~~2026 - $7.6 million.

Customer Contract Costs. As of March 31, ~~2021~~2022 and December 31, ~~2020,~~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):

March 31,
2021

December 31,
2020

Gross

Gross

Carrying

Accumulated

Net

Carrying

Accumulated

Net

Amount

Amortization

Amount

Amount

Amortization

Amount

Customer contract costs

$
90,136

$
(42,802
)

$
47,334

$
87,131

$
(39,893
)

$
47,238


	March 31, 2022							December 31, 2021
	Gross Carrying Amount		Accumulated Amortization			Net Amount		Gross Carrying Amount		Accumulated Amortization			Net Amount
Customer contract costs	$	82,885	$	(35,860	)	$	47,025	$	79,028	$	(32,410	)	$	46,618

The total amortization expense related to customer contract costs for the first quarters of 2022 and 2021 ~~and 2020~~ were ~~$4.7~~$6.5 million and ~~$4.0~~$4.7 million, respectively.

4. DEBT

Our long-term debt, as of March 31, ~~2021~~2022 and December 31, ~~2020,~~2021, was as follows (in thousands):

March 31,

December 31,

2021

2020

2018 Credit Agreement:

Term loan, due March 2023, interest at adjusted LIBOR plus 1.5% (combined rate of 1.70% at March 31, 2021 and 1.75% at December 31, 2020)

$
123,750

$
126,563

Less – deferred financing costs

(1,017
)

(1,155
)
2018 Term Loan, net of unamortized discounts

122,733

125,408

$200 million revolving loan facility, due March 2023, interest at adjusted LIBOR plus applicable margin

—

—

2016 Convertible Notes:

Convertible Notes – Senior convertible notes; due March 15, 2036; cash interest at 4.25%

230,000

230,000

Less – unamortized original issue discount

(2,249
)

(3,021
)
Less – deferred financing costs

(870
)

(1,170
)
2016 Convertible Notes, net of unamortized discounts

226,881

225,809

Total debt, net of unamortized discounts

349,614

351,217

Current portion of long-term debt, net of unamortized discounts

(241,881
)

(14,063
)
Long-term debt, net of unamortized discounts

$
107,733

$
337,154


	March 31,			December 31,
	2022			2021
2021 Credit Agreement:
2021 Term loan, due September 2026, interest at adjusted LIBOR plus 1.375% (combined rate of 2.381% at March 31, 2022)	$	146,250		$	148,125
Less – deferred financing costs		(3,218	)		(3,406	)
2021 Term Loan, net of unamortized discounts		143,032			144,719
$450 million revolving loan facility, due September 2026, interest at adjusted LIBOR plus applicable margin		245,000			0
2016 Convertible Notes:
2016 Convertible Notes – Senior convertible notes; due March 15, 2036; cash interest at 4.25%		0			230,000
Total debt, net of unamortized discounts		388,032			374,719
Current portion of long-term debt, net of unamortized discounts		(252,500	)		(237,500	)
Long-term debt, net of unamortized discounts	$	135,532		$	137,219

~~2018~~

2021 Credit ~~Agreement~~Agreement. . During the quarter ended March 31, ~~2021,~~2022, we made ~~$2.8~~$1.9 million of principal repayments on our ~~$150~~$150 million aggregate principal five-year term loan (the ~~“2018~~“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 March 31, ~~2021,~~2022, our interest rate on the ~~2018~~2021 Term Loan is ~~1.70%~~2.381% (adjusted LIBOR plus ~~1.50%~~1.375% per annum), effective through June ~~2021,~~2022, and our commitment fee on the unused ~~$200~~$205.0 million ~~aggregate principal~~ ~~five-year~~ ~~revolving loan facility (the “2018 Revolver”)~~2021 Revolver is ~~0.20%~~0.15%. As of March 31, 2022, the remaining $205.0 million of the 2021 ~~we had 0 borrowings outstanding on our 2018~~ Revolver ~~and had the entire $200.0 million~~is available to us.

The interest rates under the ~~2018~~2021 Credit Agreement are based upon our choice of an adjusted LIBOR rate plus an applicable margin of ~~1.50% – 2.50%~~1.375% - 2.125%, or an alternate base rate (“ABR”) plus an applicable margin of ~~0.50% – 1.50%~~0.375% - 1.125%, with the applicable margin, depending on our then-net secured total leverage ratio. We will pay a commitment fee of ~~0.200% – 0.375%~~0.150% - 0.325% of the average daily unused amount of the ~~2018~~2021 Revolver, with the commitment fee rate also dependent upon our then-net secured total leverage ratio. ~~If the LIBOR rate is no longer available, then our interest rate under the~~The 2021 Credit Agreement ~~will be determined by the~~includes LIBOR transition language in which we can elect an ABR, a Eurodollar rate, an alternate ~~base~~currency term rate, ~~plus~~or an ~~applicable margin as discussed above.~~ alternate currency daily rate.

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

~~The 2016 Convertible Notes will be convertible at the option of the note holders upon the satisfaction of specified conditions and during certain periods.~~ During the period from, and including, December 15, 2021 to the close of business on the business day immediately preceding March 15, 2022 ~~and on or after December 15, 2035,~~(the “Conversion Period”), the 2016 Convertible Note holders ~~may~~were able to convert all or any portion of their 2016 Convertible Notes at the conversion rate then in effect ~~at any time regardless~~(17.7621 shares of ~~these conditions.~~our common stock per $1,000 principal amount of the 2016 Convertible Notes). For the 2016 Convertible Notes presented during this ~~time frame,~~Conversion Period, the settlement amount ~~will be~~was equal to the sum of the daily settlement amounts for each of the following 40 consecutive trading days during the ~~related observation period.~~

~~As the 2016 Convertible Notes can be converted at the holder's option beginning December 15, 2021 and ending March 15, 2022, subject to an observation holding~~ period of ~~40 days,~~January 12, 2022 to March 10, 2022 (the “Observation Period”).

During the ~~net carrying value of the 2016 Convertible Notes of $226.9~~Conversion Period, $229.1 million ~~has been classified as a current liability in our Balance Sheet as of March 31, 2021.~~

~~As a result of our quarterly dividend in March 2021 (see Note 7), the previous conversion rate for the 2016 Convertible Notes of 17.6656 shares of our common stock per $1,000~~ principal amount of the 2016 Convertible Notes ~~which is equivalent~~were converted. On March 15, 2022, we paid each converting holder that exercised their conversion right, cash in an amount equal to ~~an initial conversion~~$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 ~~$56.61 per share~~100% of ~~our common stock, has been adjusted to 17.6898 shares of our common stock per $1,000~~the principal ~~amount~~amount. Total settlement of the 2016 Convertible Notes which is equivalent to an initial conversion price of $56.53 per share of our common stock. Holders may require us to repurchase the 2016 Convertible Notes for cash on each of March 15, 2022, March 15, 2026, and March 15, 2031, or upon the occurrence of a fundamental change (as defined in the 2016 Convertible Notes Indenture) in each case at a purchase price equal to the principal amount thereof plus accrued and unpaid interest.

We may redeem for cash all or part of the 2016 Convertible Notes if the last reported sale price of our common stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which we provide notice of redemption. On or after March 15, 2022, we may redeem for cash all or part of the 2016 Convertible Notes regardless of the sales price condition described in the preceding sentence. In each case, the redemption price will equal the principal amount of the 2016 Convertible Notes to be redeemed, plus accrued and unpaid interest.

was $242.3 million. As of March 31, ~~2021, none of the conversion features have been achieved, and thus, the~~2022, there were 0 remaining 2016 Convertible Notes ~~are not convertible~~outstanding.

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.

5. ACQUISITIONS

5.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 March 31, 2022, we have 0t 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. We preliminarily recorded goodwill of $9.6 million and are in the process of reviewing the valuation analysis and calculations necessary to finalize the required purchase price allocations. We expect to complete the purchase price allocation as soon as practicable, but not later than one year from the acquisition date.

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 March 31, 2022, we have 0t accrued any amounts related to the potential earn-out payments due to the uncertainty of payment. We have preliminarily recorded goodwill of $1.0 million, however, are in the process of obtaining the necessary information to finalize the required purchase price allocations. We expect to complete the purchase price allocation as soon as practicable, but not later than one year from the acquisition date.

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 March 31, 2022, we have accrued $0.2 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, intangible assets, 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.

6. RESTRUCTURING AND REORGANIZATION CHARGES

For the first quarters ended March 31, 2022 and 2021, we recorded restructuring and reorganization charges of $13.1 million and $1.1 million, respectively.

During the first quarter of 2022 we implemented the following restructuring and reorganizational activities:

•

In connection with our workplace of the future philosophy, we consolidated space at six of our leased real estate locations in the United States and India, resulting in restructuring charges related to the impairments of operating lease right-of-use assets, furniture and fixtures, and leasehold improvements and accelerated depreciation of $11.1 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 $1.5 million

The activity in the business restructuring and reorganization reserves during the first quarter of 2022 was as follows (in thousands):


	Termination
	Benefits			Other			Total
January 1, 2022, balance	$	675		$	-		$	675
Charged to expense during period		1,490			11,616			13,106
Cash payments		(1,363	)		(388	)		(1,751	)
Adjustment for asset impairment		-			(10,667	)		(10,667	)
Other		117			(561	)		(444	)
March 31, 2022, balance	$	919		$	0		$	919

As of March 31, 2022, $0.9 million of the business restructuring and reorganization reserves were included in current liabilities.

7. COMMITMENTS, GUARANTEES AND CONTINGENCIES

Guarantees. In the ordinary course of business, we may provide guarantees in the form of bid bonds, performance bonds, or standby letters of credit. At March 31, ~~2021~~,2022, we had ~~$2.9~~$3.0 million of restricted assets used to collateralize these guarantees, with ~~$1.9~~$2.1 million included in cash and cash equivalents and ~~$1.0~~$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~~$6.4 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 March 31, ~~2021~~,2022, we had total aggregate money transmitter bonds of approximately ~~$15~~$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 ~~outsourced customer care and billing solutions,~~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 March 31, ~~2021,~~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 of Directors (the “Board”) and certain of our officers if they are named or threatened to be named as a party to any proceeding by reason of the fact that they acted in such capacity. We maintain directors’ and officers’ (D&O) insurance coverage to protect against such losses. We have not historically incurred any losses related to these types of indemnifications, and are not aware of any pending or threatened actions or claims against any officer or member of our Board. As a result, we have not recorded any liabilities related to such indemnifications as of March 31, ~~2021.~~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.

6.8. EARNINGS PER COMMON SHARE

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

~~No reconciliation of the basic and diluted EPS numerators is necessary as net income is used as the numerators for all periods presented. The~~The reconciliation of the basic and diluted EPS denominators related to the common shares is included in the following table (in thousands):

Quarter Ended

March 31,

2021

2020

Basic weighted-average common shares

31,844

31,994

Dilutive effect of restricted common stock

302

364

Diluted weighted-average common shares

32,146

32,358


	Quarter Ended
	March 31,
	2022		2021
Basic weighted-average common shares		31,416		31,844
Dilutive effect of restricted common stock		394		302
Diluted weighted-average common shares		31,810		32,146

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

The stock warrants have a dilutive effect only in those quarterly periods in which our average stock price exceeds the exercise price of ~~$26.68~~$26.68 per warrant (under the treasury stock method), and are not subject to performance vesting conditions (see Note 7)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.

7.9. 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 first quarters of ~~2021~~2022 and ~~2020~~2021 we repurchased approximately ~~142,000~~266,000 shares of our common stock for ~~$6.5~~$16.0 million (weighted-average price of ~~$45.94~~$60.13 per share) and approximately 142,000 shares of our common stock for ~~$6.4~~$6.5 million (weighted-average price of ~~$45.26~~$45.94 per share), respectively, under a SEC Rule 10b5-1 Plan.

As of March 31, ~~2021,~~2022, the total remaining number of shares available for repurchase under the Stock Repurchase Program totaled ~~4.2~~3.3 million shares.

Stock Repurchases for Tax Withholdings. In addition to the above-mentioned stock repurchases, during the first quarters of ~~2021~~2022 and ~~2020~~2021, we repurchased and then cancelled approximately ~~110,000~~123,000 shares of common stock for ~~$5.2~~$7.8 million and approximately ~~157,000~~110,000 shares of common stock for ~~$7.6~~$5.2 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 first quarter of ~~2021, the~~2022, our Board approved a quarterly cash dividend of ~~$0.25~~$0.265 per share of common stock, totaling ~~$8.2~~$8.6 million. During the first quarter of ~~2020, the~~2021, our Board approved a quarterly cash dividend of ~~$0.235~~$0.25 per share of common stock, totaling ~~$7.7~~$8.2 million.

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

As of March 31, ~~2021,~~ 2022, 1.0 million Stock Warrants remain issued, NaN 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 ~~first~~ quarter ~~of 2021~~ended March 31, 2022 is as follows (shares in thousands):

Quarter Ended

March 31, 2021

Shares

Weighted-
Average
Grant
Date Fair Value

Unvested awards, beginning

1,041

$
41.31

Awards granted

513

47.88

Awards forfeited/cancelled

(2
)

40.81

Awards vested

(340
)

41.65

Unvested awards, ending

1,212

$
43.87


	Quarter Ended
	March 31, 2022
	Shares			Weighted- Average Grant Date Fair Value
Unvested awards, beginning		1,206		$	45.22
Awards granted		495			64.84
Awards forfeited/cancelled		(34	)		46.04
Awards vested		(339	)		43.31
Unvested awards, ending		1,328		$	52.94

Included in the awards granted during the first quarter of ~~2021~~2022 are ~~performance-based~~ awards ~~for 0.1 million restricted common stock shares~~ issued to members of executive management and certain key employees in the form of: (i) performance-based awards of approximately 120,000 restricted common stock shares, which vest in the first quarter of ~~2023~~2024 upon meeting certain pre-established financial performance objectives over a two-year performance ~~period.~~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 first quarter of ~~2021~~2022 are primarily time-based awards, which vest annually over ~~four~~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 first quarters of 2022 and 2021 ~~and 2020~~ of ~~$5.4~~$5.6 million and ~~$4.9~~$5.4 million, ~~respectively~~respectively.

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

The information contained in this MD&A should be read in conjunction with the Financial Statements and Notes thereto included in this Form 10-Q and the audited consolidated financial statements and notes thereto in our ~~2020~~2021 10-K.

Forward-Looking Statements

This report contains a number of forward-looking statements relative to our future plans and our expectations concerning our business and the industries we serve. These forward-looking statements are based on assumptions about a number of important factors, and involve risks and uncertainties that could cause actual results to differ materially from estimates contained in the forward-looking statements. Some of the risks that are foreseen by management are outlined within Part I Item 1A. Risk Factors of our ~~2020~~2021 10-K. Readers are strongly encouraged to review that section closely in conjunction with MD&A.

Company Overview

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

We leverage ~~more than 35~~40 years of experience to deliver innovative customer engagement solutions ~~that help~~for every stage of the customer lifecycle so our customers ~~solve~~can deliver an outstanding customer experience that adapts to their ~~toughest challenges, helping them make ordinary customer experiences extraordinary.~~ customers’ rapidly changing demands. Our diverse, worldwide workforce draws from real-world knowledge and extensive expertise to design and implement business solutions that make our customers’ hardest decisions simpler so that they can focus on delivering differentiated and real-time experiences to their customers.

~~We offer solutions for every stage of the customer lifecycle so service providers can deliver an outstanding customer experience that adapts~~ As a global technology leader, we aspire to ~~their customers’ rapidly changing demands.~~ ~~Our proven solutions are built on~~envision, invent, and shape a combination of on-premise, public and private cloud platforms, either customized or pre-integrated, as well as managed services models that adapt to fit our customers’ unique business needs and enable the transformative change required to create personalized experiences that drive loyalty and retention.better, more future-ready world.

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

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

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

~~Impact~~Acquisition Activity

During 2021, we completed the following acquisitions: (i) Tango Telecom Limited (“Tango”) in May; (ii) Kitewheel, LLC (“Kitewheel”) in July; (iii) Keydok in September; and (iv) DGIT in October. Additionally, in July 2021, we obtained a controlling interest in MobileCard. The results of ~~COVID-19~~

~~In March 2020,~~these businesses are included in our 2021 results of operations from the ~~World Health Organization declared~~acquisition date forward. As a global pandemic related to the rapidly spreading coronavirus (COVID-19) outbreak which has led to a global health emergency. Throughout the COVID-19 crisis, we have remained focused on protecting the health and safetyresult, our year-over-year results of our employees, while meeting the needs of our customers. While we have taken measures to protect our employees, to include a remote working environment for those employees who are able to conduct business from home ~~and significantly reduced travel, we are still conducting business as usual and are working~~ with our customers to minimize any potential disruption. For those locations that remain open, such as our statement production centers, we require daily temperature checks and self-assessments. We will continue to provide work from home options through December 31, 2021, or such later date as conditions warrant. At this time, we do not believe that our work from home options and limited staffing in select office locations have adversely impacted our internal controls, financial reporting systems, or our operations.

~~The full extent of the impact of the COVID-19 pandemic on our business,~~ operations ~~and financial results will depend on numerous evolving factors that we~~ may not be ~~able~~comparable between periods due to ~~accurately predict. As we continue to manage our business in this uncertain environment, our priorities will remain~~ the ~~health and safety~~timing of our employees, providing our customers with world-class services and solutions, and prudently managing our liquidity to ensure our continued financial strength. As of March 31, 2021, we had approximately $205 million in cash, cash equivalents and short-term investments, and an additional $200 million available to borrow under our revolving credit facility. the transactions. The comparable differences have been described below where relevant or significant.

~~See our Risk Factors in our 2020 Form 10-K for additional details.~~

Management Overview of Quarterly Results

First Quarter Highlights. A summary of our results of operations for the first quarter of ~~2021,~~2022, when compared to the first quarter of ~~2020,~~2021, is as follows (in thousands, except per share amounts and percentages):


	Quarter Ended
	March 31, 2022			March 31, 2021
Revenue	$	264,400		$	253,119
Transaction fees (1)		18,038			16,450
Operating Results:
Operating income	$	16,415		$	31,377
Operating income margin		6.2	%		12.4	%
Diluted EPS	$	0.19		$	0.61
Supplemental Data:
Restructuring and reorganization charges (2)	$	13,106		$	1,060
Executive transition costs		1,275			55
Acquisition-related costs:
Amortization of acquired intangible assets		3,656			2,241
Transaction-related costs		13			79
Stock-based compensation (2)		5,721			5,395
Amortization of OID		-			772
Loss on derivative liability upon debt conversion		7,456			-

Quarter Ended

March 31,
2021

March 31,
2020

Revenue

$
253,119

$
245,617

Transaction fees (1)

16,450

18,324

Operating Results:

Operating income

$
31,377

$
33,159

Operating income margin

12.4
%

13.5
%

Diluted EPS

$
0.61

$
0.66

Supplemental Data:

Restructuring and reorganization charges

$
1,060

$
966

Executive transition costs

55

-

Acquisition-related costs:

Amortization of acquired intangible assets

2,241

3,051

Transaction-related costs

79

53

Stock-based compensation (2)

5,395

4,925

Amortization of OID

772

730

(1)

Transaction fees are primarily comprised of interchange and other payment-related fees that we pay, in conjunction with the delivery of service to customers under our payment services contracts, to third-party payment processors and financial institutions. Because we control the integrated service provided under our payment services customer contracts, these transaction fees are presented gross, and not netted against revenue.

~~(1)~~

(2)

Stock-based compensation included in the table above excludes amounts that have been recorded in restructuring and reorganization charges.

~~(2)~~

~~Stock-based compensation included in the table above excludes amounts that have been recorded in restructuring and reorganization charges.~~

Revenue. Revenue for the first quarter of ~~2021~~2022 was ~~$253.1~~$264.4 million, a ~~3.1%~~4.5% increase when compared to revenue of ~~$245.6~~$253.1 million for the first quarter of ~~2020, with the~~2021. This year-over-year increase ~~mainly~~can be primarily attributed to the continued growth inof our revenue management solutions, ~~along with a strong quarter~~as approximately two-thirds of ~~professional services revenue.~~the increase was attributed to organic growth.

Operating Results. Operating income for the first quarter of ~~2021~~2022 was $16.4 million, or a 6.2% operating margin percentage, compared to $31.4 million, or a 12.4% operating margin percentage ~~compared to $33.2 million, or a 13.5% operating margin percentage~~ for the first quarter of ~~2020, with~~2021. The decrease in operating income is mainly a result of a $12.0 million increase in restructuring and reorganization charges related primarily to real estate restructurings in the ~~decrease mainly attributed to increased employee-related costs.~~ ~~The~~ first quarter of ~~2020 operating income benefited from a mark-to-market reduction in a compensation liability that resulted from the unexpected and steep decline in the stock market that quarter.~~ 2022.

Diluted EPS. Diluted EPS for the first quarter of ~~2021~~2022 was ~~$0.61~~$0.19 compared to ~~$0.66~~$0.61 for the first quarter of ~~2020,~~2021, with the decrease ~~mainly due~~primarily attributed to the ~~lower operating income, as~~increase in restructuring and reorganization charges, mentioned above, and a $7.5 million loss incurred on a derivative liability upon conversion of our 2016 Convertible Notes, discussed ~~above.~~in our Results of Operations section below.

Cash and Cash Flows. As of March 31, ~~2021,~~2022, we had cash, cash equivalents and short-term investments of ~~$205.1~~$187.6 million, as compared to ~~$240.3~~$233.7 million as of December 31, ~~2020.~~2021. Our cash flows ~~from~~used in operating activities for the quarter ended March 31, ~~2021~~2022 were ~~$(2.8)~~($5.5) million ~~due to the timing of a key recurring customer payment due before quarter-end which was received just after quarter-end,~~ and were negatively impacted by the payment of the ~~2020~~2021 year-end accrued employee incentive ~~compensation.~~compensation during the quarter. See the Liquidity section below for further discussion of our cash flows.

1617

Significant Customer Relationships

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

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


	Quarter Ended															Quarter Ended
	March 31, 2021					December 31, 2020					March 31, 2020					March 31, 2022					December 31, 2021					March 31, 2021
	Amount		% of Revenue			Amount		% of Revenue			Amount		% of Revenue			Amount		% of Revenue			Amount		% of Revenue			Amount		% of Revenue
Comcast	$	53,454		21	%	$	54,845		21	%	$	52,679		21	%	$	52,524		20	%	$	54,861		20	%	$	53,454		21	%
Charter		53,382		21	%		54,121		21	%		50,712		21	%		52,069		20	%		57,332		21	%		53,382		21	%

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

	As of
	March 31,			December 31,			March 31,			As of
	2021			2020			2020			March 31, 2022			December 31, 2021			March 31, 2021
Comcast		20	%		19	%		20	%		20	%		20	%		20	%
Charter		31	%		20	%		30	%		20	%		23	%		31	%

See our ~~2020~~2021 10-K for additional discussion of our business relationships and contractual terms with Comcast and Charter.

~~Charter.~~ Charter is one of our significant customers representing approximately 21% of our revenue. Our agreement with Charter runs through December 31, 2021, with an option to extend the agreement for an additional one-year term. We are currently engaged in discussions with Charter regarding contract renewal terms.

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

Critical Accounting Policies

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

We have identified the most critical accounting policies that affect our financial position and the results of our operations. Those critical accounting policies were determined by considering the accounting policies that involve the most complex or subjective decisions or assessments. The most critical accounting policies identified relate to the following items: (i) revenue recognition; (ii) impairment assessments of long-lived assets; (iii) income taxes; and (iv) loss contingencies. These critical accounting policies, as well as our other significant accounting policies, are discussed in our ~~2020~~2021 10-K.

Results of Operations

Revenue. Total revenue for the first quarter of ~~2021~~2022 was ~~$253.1~~$264.4 million, a ~~3.1%~~4.5% increase when compared to ~~$245.6~~$253.1 million for the first quarter of ~~2020.~~2021. This increase can be primarily attributed to the ~~year-over-year~~continued growth inof our revenue management solutions ~~along with a strong quarter~~and the revenue generated from the businesses acquired in 2021. Approximately two-thirds of the year-over-year increase in revenue can be attributed to organic growth resulting mainly from increased professional services ~~revenue.~~ revenue related to implementation projects, increased payments volume, and conversions of customer accounts onto our solutions.

We use the location of the customer as the basis of attributing revenue to individual countries. Revenue by geographic regions for the first quarters of ~~2021~~2022 and ~~2020~~2021 was as follows (in thousands):


	Quarter Ended				Quarter Ended
	March 31,				March 31,
	2021		2020		2022		2021
Americas (principally the U.S.)	$	217,652	$	216,997	$	222,960	$	217,652
Europe, Middle East, and Africa		24,768		21,032		31,561		24,768
Asia Pacific		10,699		7,588		9,879		10,699
Total revenue	$	253,119	$	245,617	$	264,400	$	253,119

Total Operating Expenses. Total operating expenses for the first quarter of ~~2021~~ 2022 were ~~$221.7~~$248.0 million, ~~a 4.4%~~an 11.8% increase when compared to ~~$212.5~~$221.7 million for the first quarter of ~~2020, resulting from a year-over-year~~2021. This increase ~~in employee-related~~can be mainly attributed to increased restructuring and reorganization costs, ~~as we continue to grow~~discussed below, and the ~~business. In addition,~~additional expenses incurred by the ~~first quarter of 2020 reflects a benefit due to a mark-to-market reduction in a compensation liability that resulted from the unexpected and steep decline in the stock market.~~businesses acquired during 2021.

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

Cost of Revenue (Exclusive of Depreciation). The cost of revenue for the first quarter of ~~2021~~2022 was ~~$133.5~~$138.4 million, a ~~1.8%~~3.7% increase when compared to ~~$131.2~~$133.5 million for the first quarter of ~~2020.~~2021. The increase in cost of revenue between ~~quarters~~periods is reflective of the increase in revenue year-over-year, ~~revenue growth, as discussed above.~~and can be mainly attributed to higher employee-related costs, to include the 2021 acquired businesses. Total cost of revenue as a percentage of revenue for the first quarters of 2022 and 2021 was 52.4% and ~~2020 was~~ 52.8% ~~and 53.4%~~, respectively.

R&D Expense(Exclusive of Depreciation). R&D expense for the first quarter of ~~2021~~2022 was ~~$32.2~~$33.0 million, a ~~6.2%~~2.4% increase when compared to ~~$30.3~~$32.2 million for the first quarter of ~~2020.~~ ~~This~~2021, with the increase ~~in R&D expense is~~ mainly attributed to ~~increased employee-related costs, to include personnel and~~ the ~~related costs previously assigned to cost~~development activities of ~~revenue projects being reassigned to R&D projects.~~the acquired businesses. As a percentage of total revenue, R&D expense for the first quarters of 2022 and 2021 was 12.5% and ~~2020 was~~ 12.7% ~~and 12.4%~~, respectively.

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

SG&A Expense(Exclusive of Depreciation). SG&A expense for the first quarter of ~~2021~~2022 was ~~$48.8~~$57.3 million, a ~~10.0%~~17.5% increase when compared to ~~$44.4~~$48.8 million for the first quarter of ~~2020.~~2021. The increase in SG&A expense is ~~mainly~~primarily attributed to ~~the~~an increase in employee-related costs, ~~discussed above,~~ and is reflective of our ~~accelerated~~ growth strategy, to include the SG&A costs associated with our recently acquired businesses, as we continue to pursue organic and inorganic growth opportunities. Additionally, SG&A for the first quarter of 2022 included $1.3 million of executive transition costs. Our SG&A costs as a percentage of total revenue for the first quarters of 2022 and 2021 were 21.7% and ~~2020 were~~ 19.3% ~~and 18.1%~~, respectively.

~~Depreciation.~~ ~~Depreciation expense~~Restructuring and Reorganization Charges. Restructuring and reorganization charges for the first quarter of 2022 were $13.1 million, a $12.0 million increase when compared to $1.1 million for the first quarter of 2021, ~~was $6.1 million, a 9.8%~~with the increase ~~when compared~~related primarily to ~~$5.6 million for~~real estate restructurings in the first quarter of ~~2020. This increase can be primarily attributed~~2022. See Note 6 to ~~the increased level of capital expenditures on items such as technology, security, infrastructure, and modernization of equipment.~~our Financial Statements for additional discussion.

Operating Income. Operating income for the first quarter of ~~2021~~2022 was ~~$31.4~~$16.4 million, or ~~12.4%~~6.2% of total revenue, compared to ~~$33.2~~$31.4 million, or ~~13.5%~~12.4% of total revenue for the first quarter of ~~2020, with~~2021. The decrease in operating income is mainly due to the ~~decrease mainly attributed to~~ increased ~~employee-related costs. The~~restructuring and reorganization charges and SG&A expense, discussed above.

Loss on Derivative Liability Upon Debt Conversion. During the first quarter of ~~2020 operating income benefited from~~2022, we settled our 2016 Convertible Notes for approximately $242 million in cash. As a ~~mark-to-market reduction~~result of the conversion of the 2016 Convertible Notes in March 2022, we recognized a ~~compensation~~$7.5 million loss on a derivative liability ~~that resulted from~~related to the ~~unexpected and steep decline~~change in our stock price over the ~~stock market that quarter.~~ Observation Period prior to settlement. See Note 4 to our Financial Statements for further discussion.

Income Tax Provision. The effective income tax rates for the first quarters of ~~2021~~2022 and ~~2020~~2021 were as follows:


Quarter Ended	Quarter Ended					Quarter Ended
March 31,	March 31,					March 31,
2021			2020
2022						2022		2021
	26	%		25	%	8	%		26	%

The first quarter of 2022 effective income tax rate was impacted by the combination of lower net income for the quarter and a discrete tax benefit related to the vesting of restricted common stock during the quarter. Our estimated full year ~~2021~~2022 effective income tax rate is approximately ~~27%~~26%.

Liquidity

Cash and Liquidity. As of March 31, ~~2021,~~2022, our principal sources of liquidity included cash, cash equivalents and short-term investments of ~~$205.1~~$187.6 million, as compared to ~~$240.3~~$233.7 million as of December 31, ~~2020~~. 2021. We generally invest our excess cash balances in low-risk, short-term investments to limit our exposure to market and credit risks.

As part of our ~~2018~~2021 Credit Agreement, we have a ~~$200~~$450 million senior secured revolving loan facility with a syndicate of financial institutions that expires in ~~March 2023.~~September 2026. As of March 31, ~~2021, there were no borrowings~~2022, we had $245 million outstanding on our 2021 Revolver and had the ~~2018 Revolver.~~remaining $205 million available to us. The ~~2018~~2021 Credit Agreement contains customary affirmative covenants and financial covenants. As of March 31, ~~2021,~~2022, and the date of this filing, we believe that we are in compliance with the provisions of the ~~2018~~2021 Credit Agreement.

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


	March 31,		December 31,		March 31,		December 31,
	2021		2020		2022		2021
Americas (principally the U.S.)	$	149,863	$	183,918	$	117,058	$	164,561
Europe, Middle East and Africa		47,302		47,513		58,001		56,368
Asia Pacific		7,983		8,866		12,531		12,743
Total cash, equivalents and short-term investments	$	205,148	$	240,297	$	187,590	$	233,672

We generally have ready access to substantially all of our cash, cash equivalents and short-term investment balances, but may face limitations on moving cash out of certain foreign jurisdictions due to currency controls and potential negative economic consequences. As of March 31, ~~2021,~~2022, we had ~~$1.9~~$2.1 million of cash restricted as to use primarily to collateralize outstanding letters of ~~credit.~~credit included in our total cash, cash equivalents and short-term investments balance.

Additionally, as of March 31, 2022 and December 31, 2021, we have $163.1 million and $186.3 million, respectively, of settlement and merchant reserve assets. These funds are held with major financial institutions and while not legally or contractually restricted, we do hold these funds in separate accounts, and classify them as restricted cash in our Statements of Cash Flows.

Cash Flows from Operating Activities. We calculate our cash flows from operating activities beginning with net income, adding back the impact of non-cash items or non-operating activity (e.g., depreciation, amortization, amortization of OID, impairments, gain/loss from debt extinguishments, gains/losses from derivative liabilities upon debt conversion, deferred income taxes, stock-based compensation, etc.), and then factoring in the impact of changes in operating assets and liabilities. See our ~~2020~~2021 10-K for a description of the primary uses and sources of our cash flows from operating activities.

Our ~~2021~~first quarters of 2022 and ~~2020~~2021 net cash flows from operating activities, broken out between operations and changes in operating assets and liabilities, for the indicated quarterly periods are as follows (in thousands):


						Net Cash								Net Cash
			Changes in			Provided by					Changes in			Provided by
			Operating			(Used In) Operating					Operating			(Used In) Operating
			Assets and			Activities –					Assets and			Activities –
	Operations		Liabilities			Totals			Operations		Liabilities			Totals
Cash Flows from Operating Activities:
2022:
March 31									$	49,823	$	(55,372	)	$	(5,549	)

2021:
March 31	$	49,273	$	(52,082)		$	(2,809)		$	49,273	$	(51,497	)	$	(2,224	)

2020:
March 31	$	52,938	$	(60,151	)	$	(7,213	)

Cash flows from operating activities for the first quarters of ~~2021~~2022 and 2020 were negatively impacted by the timing of certain recurring key customer payments that were delayed and received subsequent to quarter-end, of approximately $26 million and $33 million for the first quarters of 2021 ~~and 2020, respectively.~~

~~Additionally, cash flows from operating activities for the first quarters of 2021 and 2020~~ reflect the ~~impacts~~impact of the payment of the ~~2020~~2021 and ~~2019~~2020 year-end accrued employee incentive compensation in the first quarter subsequent to the year-end accrual for these items.

~~We believe the above table illustrates our ability to generate recurring quarterly~~Additionally, cash flows from ~~our operations,~~operating activities for the first quarter of 2021 were negatively impacted by the timing of a certain recurring key customer payment that was delayed and ~~the importance~~received subsequent to quarter-end, of ~~managing our working capital items.~~ approximately $26 million.

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

Significant fluctuations in key operating assets and liabilities between ~~2021~~2022 and ~~2020~~2021 that impacted our cash flows from operating activities are as follows:

Billed Trade Accounts Receivable

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

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


Quarter Ended	Gross		Allowance			Net Billed		DBOs		Gross		Allowance			Net Billed		DBOs
2022:
March 31										$	243,292	$	(4,924	)	$	238,368		70

2021:
March 31	$	250,743	$	(3,718	)	$	247,025	70		$	250,743	$	(3,718	)	$	247,025		70

2020:
March 31	$	264,601	$	(3,888	)	$	260,713		72

As of March 31, 2022 and 2021, approximately 94% and ~~2020, approximately~~ 97% ~~and 95%~~, respectively, of our billed accounts receivable balance were less than 60 days past due.

~~The higher than normal DBO metric for the first quarters of 2021 and 2020 can be directly attributed to the delay of certain recurring key customer payments, as noted above.~~ We may experience ~~future~~ adverse impacts to our DBOs if ~~we experience~~and when customer payment ~~delays.~~delays occur. However, these recurring monthly payments that cross a reporting period-end do not raise any collectability concerns, as payment is generally received subsequent to quarter-end. All other changes in our gross and net billed accounts receivable reflect the normal fluctuations in the timing of customer payments at quarter-end, as evidenced by our relatively consistent DBO metric.

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

Accrued Employee Compensation

Accrued employee compensation decreased ~~$15.2~~$29.6 million to ~~$71.1~~$61.5 million as of March 31, ~~2021,~~2022, from ~~$86.3~~$91.1 million as of December 31, ~~2020,~~ 2021, due primarily to the payment of the ~~2020~~2021 employee incentive compensation that was fully accrued at December 31, ~~2020, offset to a certain degree by the accrual for the~~ 2021 ~~employee incentive compensation.~~.

Cash Flows from Investing Activities. Our typical investing activities consist of purchases/sales of short-term investments and purchases of software, property and equipment, which are discussed below. ~~Additionally, during the first quarter of 2020 we acquired Tekzenit, Inc. for approximately $10 million, which is included in our cash flows from investing activities.~~

Purchases/Sales of Short-Term Investments

For the first quarters of ~~2021~~2022 and ~~2020,~~2021, we purchased ~~$32.3 million~~zero and ~~$16.0~~$32.3 million, respectively, and sold (or had mature) ~~$29.3~~$21.9 million and ~~$18.7~~$29.3 million, respectively, of short-term investments. We continually evaluate the appropriate mix of our investment of excess cash balances between cash equivalents and short-term investments in order to maximize our investment returns and liquidity.

Purchases of Software, Property and Equipment

Our capital expenditures for the first quarters of ~~2021~~2022 and ~~2020~~2021 for software, property and equipment were ~~$8.2~~$10.4 million and ~~$4.8~~$8.2 million, respectively, and consisted principally of investments ~~in statement production equipment~~in: (i) facilities and internal infrastructure items; (ii) computer hardware, software, and related ~~equipment.~~equipment; and (iii) statement production equipment.

Cash Flows from Financing Activities. Our financing activities typically consist of activities associated with our common stock, long-term debt, and ~~our long-term debt.~~ settlement and merchant reserve activity.

Cash Dividends Paid on Common Stock

During the first quarters of ~~2021~~2022 and ~~2020,~~2021, the Board approved dividends totaling ~~$8.2~~$8.6 million and ~~$7.7~~$8.2 million, respectively, and made dividend payments of ~~$8.6~~$8.9 million and ~~$8.3~~$8.6 million, respectively, through March 31, ~~2021~~2022 and ~~2020,~~2021, with the differences attributed to dividends on unvested incentive shares that are paid upon vesting of those shares.

Repurchase of Common Stock

During the first quarters of ~~2021~~2022 and ~~2020,~~2021, we repurchased approximately 266,000 and 142,000 shares of our common stock, ~~for both periods,~~respectively, under the guidelines of our Stock Repurchase Program for $16.0 million and $6.5 million, ~~and $6.4 million, respectively, and paid $6.5 million and $6.3 million, respectively, through March 31, 2021 and 2020, with the differences attributed to the timing of share settlement.~~respectively.

Outside of our Stock Repurchase Program, during the first quarters of ~~2021~~2022 and ~~2020,~~2021, we repurchased from our employees and then cancelled approximately ~~110,000~~123,000 and ~~157,000~~110,000 shares of our common stock, respectively, for ~~$5.2~~$7.8 million and ~~$7.6~~$5.2 million, respectively, in connection with minimum tax withholding requirements resulting from the vesting of restricted common stock under our stock incentive plans.

Through the first quarters of 2022 and 2021, we have paid $23.7 million and $11.7 million, respectively, with the differences attributed to the timing of share settlement.

Long-term Debt

During the first quarters of ~~2021~~2022 and ~~2020,~~2021, we made principal repayments of $1.9 million and $2.8 million, ~~and $1.9~~respectively. Additionally, during the first quarter of 2022, we borrowed $245.0 million ~~respectively.~~ from our 2021 Revolver to settle our 2016 Convertible Notes for $242.3 million.

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

Settlement and Merchant Reserve Activity

During the first quarters of 2022 and 2021, we had net settlement and merchant reserve activity of $23.5 million and $41.5 million, respectively, related to the cash collected, held on behalf, and paid to our customers related to our payment processing services and the net change in deposits held on behalf of our merchants.

Off-Balance Sheet Arrangements

Our off-balance sheet arrangements are mainly limited to money transmitter bonds, bid bonds, and performance bonds. These arrangements do not have a material impact and are not reasonably likely to have a material future impact to our financial condition, results of operation, liquidity, capital expenditures, or capital resources. See Note 57 to our Financial Statements for additional information on these guarantees.

Capital Resources

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

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

•

~~Cash, Cash Equivalents and Short-term Investments.~~ As of March 31, 2021, we had cash, cash equivalents, and short-term investments of $205.1 million, of which approximately 69% is in U.S. dollars and held in the U.S. We have $1.9 million of restricted cash, used primarily to collateralize outstanding letters of credit. For the remainder of the monies denominated in foreign currencies and/or located outside the U.S., we do not anticipate any material amounts being unavailable for use in funding our business, but may face limitations on moving cash out of certain foreign jurisdictions due to currency controls and potential negative economic consequences.

•

Cash, Cash Equivalents and Short-term Investments. As of March 31, 2022, we had cash, cash equivalents, and short-term investments of $187.6 million, of which approximately 57% is in U.S. dollars and held in the U.S. Included in cash and cash equivalents is $2.1 million of restricted cash, used primarily to collateralize outstanding letters of credit. For the remainder of the monies denominated in foreign currencies and/or located outside the U.S., we do not anticipate any material amounts being unavailable for use in funding our business.

•

~~Operating Cash Flows.~~ ~~As described in the Liquidity section above, we believe we have the ability to generate strong cash flows to fund our operating activities and act as a source of funds for our capital resource needs.~~

•

Operating Cash Flows. As described in the Liquidity section above, we believe we have the ability to generate strong cash flows to fund our operating activities and act as a source of funds for our capital resource needs.

•

~~Revolving Credit Facility.~~ ~~We currently have a $200 million revolving loan facility, our 2018 Revolver. As of March 31, 2021, we had no borrowing outstanding on our 2018 Revolver and had the entire $200~~•

Revolving Credit Facility. As part of our 2021 Credit Agreement, we have a $450 million revolving loan facility, our 2021 Revolver. As of March 31, 2022, we had $245 million outstanding on our 2021 Revolver and had the remaining $205 million available to us. Our long-term debt obligations are discussed in more detail in Note 4 to our Financial Statements.

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

•

Common Stock Repurchases. We have made repurchases of our common stock in the past under our Stock Repurchase Program. As of March 31, 2022, we had 3.3 million shares authorized for repurchase remaining under our Stock Repurchase Program. Our 2021 Credit Agreement places certain limitations on our ability to repurchase our common stock.

~~��~~

~~Common Stock Repurchases.~~ We have made repurchases of our common stock in the past under our Stock Repurchase Program. As of March 31, 2021, we had 4.2 million shares authorized for repurchase remaining under our Stock Repurchase Program. Our 2018 Credit Agreement may place certain limitations on our ability to repurchase our common stock.

Under our Stock Repurchase Program, we may repurchase shares in the open market or in privately negotiated transactions, including through an accelerated stock repurchase plan or under a SEC Rule 10b5-1 plan. The actual timing and amount of share repurchases are dependent on the current market conditions and other business-related factors. Our common stock repurchases are discussed in more detail in Note 79 to our Financial Statements.

During the first quarter of ~~2021,~~2022, we repurchased approximately ~~142,000~~266,000 shares of our common stock for ~~$6.5~~$16.0 million (weighted-average price of ~~$45.94~~$60.13 per share).

Outside of our Stock Repurchase Program, during the first quarter of ~~2021,~~2022, we repurchased from our employees and then cancelled approximately ~~110,000~~123,000 shares of our common stock for ~~$5.2~~$7.8 million in connection with minimum tax withholding requirements resulting from the vesting of restricted common stock under our stock incentive plans.

•

~~Executive Transition.~~ In August 2020, we entered into a Separation Agreement with our then President and CEO which includes a commitment to pay additional compensation of approximately $7 million, for which approximately $5 million will be paid in 2021 and approximately $2 million will be paid in 2022.

•

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

•

~~Cash Dividends.~~ During the first quarter of 2021, the Board declared dividends totaling $8.2 million. Going forward, we expect to pay cash dividends each year in March, June, September, and December, with the amount and timing subject to the Board’s approval.

•

Cash Dividends. During the first quarter of 2022, the Board declared dividends totaling $8.6 million. Going forward, we expect to pay cash dividends each year in March, June, September, and December, with the amount and timing subject to the Board’s approval.

•

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

•

~~Acquisitions.~~ The 2018 Forte acquisition purchase agreement, as amended, includes provisions for $18.8 million of potential future earn-out payments over a measurement period through September 30, 2023. The earn-out payments are tied to performance-based goals and continued employment by the eligible recipients.

The 2020 acquisition of Tekzenit ~~acquisition~~ includes provisions for additional purchase price payments in the form of earn-out and qualified sales payments for up to ~~$10~~$10.0 million over a measurement period through March 31, 2023.

As of March 31, ~~2021,~~2022 we have made no earn-out or qualified sales payments for ~~either~~this acquisition.

The 2021 Kitewheel purchase acquisition agreement includes deferred purchase price payments of ~~these acquisitions.~~ $6.0 million to be paid in equal annual amounts over the next three years.

The 2021 Keydok acquisition purchase agreement includes provisions for up to $18.0 million of potential future earn-out payments. As of March 31, 2022 we have not accrued any amounts related to the potential earn-out payments.

The 2021 DGIT acquisition purchase price includes escrowed funds of approximately $2 million to be paid over the next four years, subject to certain reductions, as applicable, and provisions for up to approximately $13 million of potential future earn-out payments. The earn-out period is through September 30, 2025. As of March 31, 2022 we accrued $0.2 million related to potential earn out payments.

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

•

Capital Expenditures. During the first quarter of 2022, we spent $10.4 million on capital expenditures. As of March 31, 2022, we had committed to purchase approximately $10 million of equipment.

•

Stock Warrants.We have issued Stock Warrants with an exercise price of $26.68 per warrant to Comcast as an incentive for Comcast to convert new customer accounts to ACP. Once vested, Comcast may exercise the Stock Warrants and elect either physical delivery of common shares or net share settlement (cashless exercise). Alternatively, the exercise of the Stock Warrants may be settled with cash based solely on our approval, or if Comcast were to beneficially own or control in excess of 19.99% of the common stock or voting of the Company. As of March 31, 2022, approximately 1.0 million Stock Warrants remain issued, none of which are vested.

•

~~Capital Expenditures.~~ ~~During the first quarter of 2021, we spent $8.2 million on capital expenditures. As of March 31, 2021, we had committed to purchase $2.5 million of equipment.~~

•

~~Stock Warrants.~~We have issued Stock Warrants with an exercise price of $26.68 per warrant to Comcast as an incentive for Comcast to convert new customer accounts to ACP. Once vested, Comcast may exercise the Stock Warrants and elect either physical delivery of common shares or net share settlement (cashless exercise). Alternatively, the exercise of the Stock Warrants may be settled with cash based solely on our approval, or if Comcast were to beneficially own or control in excess of 19.99% of the common stock or voting of the Company. ~~As of March 31, 2021,~~ ~~approximately 1.0 million Stock Warrants remain issued, none of which are vested.~~

The Stock Warrants are discussed in more detail in Note 79 to our Financial Statements.

•

~~Long-Term Debt.~~ As of March 31, 2021, our long-term debt consisted of the following: (i) 2016 Convertible Notes with a par value of $230.0 million; and (ii) 2018 Credit Agreement with term loan borrowings of $123.8 million.

~~2016 Convertible Notes~~

~~Our 2016 Convertible Notes will be convertible at~~

•

Long-Term Debt. As of March 31, 2022, our long-term debt consisted of our 2021 Credit Agreement which includes: (i) outstanding 2021 Term Loan borrowings of $146.3 million; and (ii) outstanding 2021 Revolver borrowings of $245.0 million. During the ~~option~~first quarter of ~~the note holders during the period~~2022, we borrowed $245.0 million from ~~December 15,~~our 2021 Revolver to the close of business on the day immediately preceding March 15, 2022, subject to an observation holding period of 40 days. For notes presented during this time frame, the settlement amount will be equal to the sum of the daily settlement amounts for each of the following 40 consecutive trading days during the related observation period. As a result, we have reclassifiedsettle our 2016 Convertible Notes ~~to a current liability in our Balance Sheet. If none~~for $242.3 million. As of ~~the notes are converted, called, or put, our debt service cash outlay during~~March 31, 2022, there were no remaining 2016 Convertible Notes outstanding.

Our 2021 Credit Agreement mandatory repayments for the next twelve months ~~for the 2016 Convertible Notes will be $9.8~~are $7.5 million ~~of interest payments.~~

~~2018 Credit Agreement~~

~~Our 2018 Credit Agreement mandatory repayments~~ and the cash interest expense (based upon then current interest rates) for the ~~next twelve months~~2021 Term Loan and 2021 Revolver (assuming no further amounts are borrowed and the amount is ~~$15.0~~not paid down) are $3.5 million and ~~$2.0~~$5.9 million, respectively. We have the ability to make prepayments on our ~~2018~~2021 Credit ~~Agreement without penalty.~~ Agreement.

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

In summary, we expect to continue to have material needs for capital resources going forward, as noted above. We believe that our current cash, cash equivalents and short-term investments balances and our ~~2018~~2021 Revolver, together with cash expected to be generated in the future from our current operating activities, will be sufficient to meet our anticipated capital resource requirements for at least the next twelve months. We also believe we could obtain additional capital through other debt sources which may be available to us if deemed appropriate.

Item 3. Quantitative and ~~Qualitative~~Qualitative Disclosures About Market Risk

Market risk is the potential loss arising from adverse changes in market rates and prices. As of March 31, ~~2021,~~2022, we are exposed to various market risks, including changes in interest rates, fluctuations and changes in the market value of our cash equivalents and short-term investments, and changes in foreign currency exchange rates. We have not historically entered into derivatives or other financial instruments for trading or speculative purposes.

Interest Rate Risk

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

The interest rates on our ~~2018~~2021 Credit Agreement are based upon an adjusted LIBOR rate plus an applicable margin, or an alternate base rate plus an applicable margin. See Note 4 to our Financial Statements for further details of our long-term debt.

A hypothetical adverse change of 10% in the March 31, ~~2021~~2022 adjusted LIBOR rate would not have had a material impact upon our results of operations.

Market Risk

Cash Equivalents and Short-term Investments. Our cash and cash equivalents as of March 31, ~~2021~~2022 and December 31, ~~2020~~2021 were ~~$150.6~~$181.5 million and ~~$188.7~~$205.6 million, respectively. Certain of our cash balances are ~~“swept”~~swept into overnight money market accounts on a daily basis, and at times, any excess funds are invested in low-risk, somewhat longer term, cash equivalent instruments and short-term investments. Our cash equivalents are invested primarily in institutional money market funds, commercial paper, and time deposits held at major banks. We have minimal market risk for our cash and cash equivalents due to the relatively short maturities of the instruments.

Our short-term investments as of March 31, ~~2021~~2022 and December 31, ~~2020~~2021 were ~~$54.5~~$6.1 million and ~~$51.6~~$28.0 million, respectively. Currently, we utilize short-term investments as a means to invest our excess cash only in the U.S. The day-to-day management of our short-term investments is performed by a large financial institution in the U.S., using strict and formal investment guidelines approved by our Board. Under these guidelines, short-term investments are limited to certain acceptable investments with: (i) a maximum maturity; (ii) a maximum concentration and diversification; and (iii) a minimum acceptable credit quality. At this time, we believe we have minimal liquidity risk associated with the short-term investments included in our portfolio.

Settlement and Merchant Reserve Assets. We are exposed to market risk associated with cash held on behalf of our ~~customers~~merchants related to our payment processing services. As of March 31, ~~2021~~2022 and December 31, ~~2020~~,2021, we had ~~$108.6~~$163.1 million and ~~$149.8~~$186.3 million, respectively, of cash collected on behalf of our ~~customers which is held for an established holding period until settlement with the customer.~~merchants. The ~~holding period is generally one to four business days depending on the payment model and contractual terms with the customer. During the holding period,~~ cash is held in accounts with various major financial institutions in the U.S. and Canada in an amount equal to at least 100% of the aggregate amount owed to our ~~customers.~~merchants. These balances can significantly fluctuate between periods due to activity at the end of the period and the day in which the period ends.

~~Long-Term Debt~~. The fair value of our convertible debt is exposed to market risk. We do not carry our convertible debt at fair value but present the fair value for disclosure purposes (see Note 2 to our Financial Statements). Generally, the fair value of our convertible debt is impacted by changes in interest rates and changes in the price and volatility of our common stock. As of March 31, 2021, the fair value of the 2016 Convertible Notes was estimated at $243.5 million, using quoted market prices.

Foreign Currency Exchange Rate Risk

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

During the first quarter of ~~2021,~~2022, we generated approximately ~~88%~~86% of our revenue in U.S. dollars. We expect that, in the foreseeable future, we will continue to generate a very large percentage of our revenue in U.S. dollars.

As of March 31, ~~2021~~2022 and December 31, ~~2020,~~2021, the carrying amounts of our monetary assets and monetary liabilities on the books of our non-U.S. subsidiaries in currencies denominated in a currency other than the functional currency of those non-U.S. subsidiaries are as follows (in thousands, in U.S. dollar equivalents):


	March 31, 2021					December 31, 2020					March 31, 2022					December 31, 2021
	Monetary			Monetary		Monetary			Monetary		Monetary			Monetary		Monetary			Monetary
	Liabilities			Assets		Liabilities			Assets		Liabilities			Assets		Liabilities			Assets
Pounds sterling	$	-		$	1,935	$	(148	)	$	1,673	$	(4	)	$	2,013	$	(4	)	$	1,829
Euro		(285	)		7,831		(288	)		7,734		(39	)		6,476		(297	)		2,702
U.S. Dollar		(2,357	)		29,303		(292	)		24,445		(157	)		30,300		(541	)		30,212
South African Rand		(33	)		4,302		-			4,809		-			1,461		(95	)		3,631
Other		(32	)		1,016		(6	)		1,071		-			738		(10	)		976
Totals	$	(2,707	)	$	44,387	$	(734	)	$	39,732	$	(200	)	$	40,988	$	(947	)	$	39,350

A hypothetical adverse change of 10% in the March 31, ~~2021~~2022 exchange rates would not have had a material impact upon our results of ~~operations based on the monetary assets and liabilities as of March 31, 2021.~~operations.

Item 4. Controls and Procedures

(a) Disclosure Controls and Procedures

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

(b) Internal Control Over Financial Reporting

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

CSG SYSTEMS INTERNATIONAL, INC.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

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

Item 1A. Risk Factors

A discussion of our risk factors can be found in Item 1A. Risk Factors in our ~~2020~~2021 Form 10-K. There were no material changes to the risk factors disclosed in our ~~2020~~2021 Form 10-K during the first quarter of ~~2021.~~ 2022.

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

The following table presents information with respect to purchases of our common stock made during the first quarter of ~~2021~~2022 by CSG Systems International, Inc. or any “affiliated purchaser” of CSG Systems International, Inc., as defined in Rule 10b-18(a)(3) under the Exchange Act.


Period	Total Number of Shares Purchased (1) (2)		Average Price Paid Per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (2)		Maximum Number (or Approximate Dollar Value) of Shares that May Yet Be Purchased Under the Plan or Programs (2)
January 1 - January 31		81,076	$	57.04		80,000		3,524,717
February 1 - February 28		128,050		59.43		94,000		3,430,717
March 1 - March 31		179,993		64.41		92,000		3,338,717
Total		389,119	$	61.23		266,000

Period

Total
Number of Shares
Purchased (1) (2)

Average
Price Paid
Per Share

Total Number of
Shares Purchased as
Part of Publicly
Announced Plans or
Programs (2)

Maximum Number
(or Approximate
Dollar Value) of
Shares that May
Yet Be Purchased
Under the Plan or
Programs (2)

January 1 - January 31

54,911

$
44.68

53,900

4,283,217

February 1 - February 28

87,732

46.22

38,700

4,244,517

March 1 - March 31

109,044

47.97

49,300

4,195,217

Total

251,687

$
46.64

141,900

(1)

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

~~(1)~~

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

(2)

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

~~(2)~~

~~See Note 7 to our Financial Statements for additional information regarding our share repurchases.~~

Item 3. Defaults Upon Senior Securities

None

Item 4. Mine Safety Disclosures

None

Item 5. Other Information

None

Item 6. Exhibits

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

CSG SYSTEMS INTERNATIONAL, INC.

INDEX TO EXHIBITS


Exhibit Number		Description

10.26AP10.26AZ		~~Forty-Eighth~~Sixty-First Amendment to Consolidated CSG Master Subscriber Management System Agreement between CSG Systems, Inc. and Charter Communications Operating, LLC
10.26AQ10.26BA		~~Forty-Ninth~~Sixty-Third Amendment to Consolidated CSG Master Subscriber Management System Agreement between CSG Systems, Inc. and Charter Communications Operating, LLC
10.26AR10.27O		~~Fiftieth Amendment to Consolidated CSG Master Subscriber Management System Agreement between CSG Systems, Inc. and Charter Communications Operating, LLC~~
10.27D*		~~Third~~Fourteenth Amendment to the CSG Master Subscriber Management System Agreement between CSG Systems, Inc. and Comcast Cable Communications Management, LLC
10.27P*		Fifteenth Amendment to the CSG Master Subscriber Management System Agreement between CSG Systems, Inc. and Comcast Cable Communications Management, LLC
10.27Q*		Sixteenth Amendment to the CSG Master Subscriber Management System Agreement between CSG Systems, Inc. and Comcast Cable Communications Management, LLC
10.27R*		Seventeenth Amendment to the CSG Master Subscriber Management System Agreement between CSG Systems, Inc. and Comcast Cable Communications Management, LLC
10.27S*		Eighteenth Amendment to the CSG Master Subscriber Management System Agreement between CSG Systems, Inc. and Comcast Cable Communications Management, LLC
10.27T*		Nineteenth Amendment to the CSG Master Subscriber Management System Agreement between CSG Systems, Inc. and Comcast Cable Communications Management, LLC
10.60		CSG Systems International, Inc. Executive Severance Plan
10.61		CSG Systems International, Inc. Executive Severance Plan Participation Agreement with Brian A. Shepherd, dated April 1, 2022
10.62		CSG Systems International, Inc. Executive Severance Plan Participation Agreement with Kenneth M. Kennedy, dated April 1, 2022
10.63		CSG Systems International, Inc. Executive Severance Plan Participation Agreement with Elizabeth A. Bauer, dated April 1, 2022
10.81		Forms of Agreement for Equity Compensation
10.84		Forms of Agreement for Equity Compensation
31.01		Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.02		Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.01		Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS		Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
101.SCH		Inline XBRL Taxonomy Extension Schema Document
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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

SIGNATURES

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

~~SIGNATURES~~

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

Dated: May ~~6, 2021~~5, 2022

CSG SYSTEMS INTERNATIONAL, INC.

/s/ Brian A. Shepherd

Brian A. Shepherd

President and Chief Executive Officer

(Principal Executive Officer)

/s/ ~~Rolland B. Johns~~Hai Tran

~~Rolland B. Johns~~Hai Tran

Executive Vice President and Chief Financial Officer

(Principal Financial Officer)

/s/ David N. Schaaf

David N. Schaaf

Chief Accounting Officer

(Principal Accounting Officer)

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


		Page No.

Part I - FINANCIAL INFORMATION

Item 1.	Condensed Consolidated Balance Sheets as of March 31, ~~2021~~2022 and December 31, ~~2020~~2021 (Unaudited)	3

	Condensed Consolidated Statements of Income for the Quarters ended March 31, ~~2021~~2022 and ~~2020~~2021 (Unaudited)	4

	Condensed Consolidated Statements of Comprehensive Income for the Quarters ended March 31, ~~2021~~2022 and ~~2020~~2021 (Unaudited)	5

	Condensed Consolidated Statements of Stockholders’ Equity for the Quarters ended March 31, ~~2021~~2022 and ~~2020~~2021 (Unaudited)	6

	Condensed Consolidated Statements of Cash Flows for the Quarters ~~ended~~Ended March 31, ~~2021~~2022 and ~~2020~~2021 (Unaudited)	7

	Notes to Condensed Consolidated Financial Statements (Unaudited)	8

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	1516

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	2325

Item 4.	Controls and Procedures	2427

Part II - OTHER INFORMATION

Item 1.	Legal Proceedings	2528

Item 1A.	Risk Factors	2528

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	2528

Item 6.	Exhibits	2528

	Index to Exhibits	2629

	Signatures	2730


	March 31,			December 31,			March 31,			December 31,
	2021			2020			2022			2021
ASSETS
Current assets:
Cash and cash equivalents	$	150,609		$	188,699		$	181,457		$	205,635
Short-term investments		54,539			51,598			6,133			28,037
Total cash, cash equivalents and short-term investments		205,148			240,297			187,590			233,672
Settlement assets		108,578			149,785
Settlement and merchant reserve assets								163,145			186,267
Trade accounts receivable:
Billed, net of allowance of $3,718 and $3,628		247,025			226,623
Billed, net of allowance of $4,924 and $4,250								238,368			244,317
Unbilled		40,789			37,785			42,379			35,802
Income taxes receivable		2,421			2,167			8,617			6,414
Other current assets		39,047			41,688			46,676			41,727
Total current assets		643,008			698,345			686,775			748,199
Non-current assets:
Property and equipment, net of depreciation of $110,797 and $105,073		81,944			81,759
Property and equipment, net of depreciation of $114,393 and $111,244								70,803			73,580
Operating lease right-of-use assets		106,173			110,756			71,850			86,034
Software, net of amortization of $143,662 and $139,836		25,585			26,453
Software, net of amortization of $156,490 and $152,283								29,234			29,757
Goodwill		273,265			272,322			319,034			321,330
Acquired customer contracts, net of amortization of $107,846 and $105,778		46,273			48,012
Customer costs, net of amortization of $42,802 and $39,893		47,334			47,238
Acquired customer contracts, net of amortization of $115,726 and $114,166								54,480			57,207
Customer contract costs, net of amortization of $35,860 and $32,410								47,025			46,618
Deferred income taxes		9,892			10,205			8,755			8,584
Other assets		41,007			36,910			15,378			15,840
Total non-current assets		631,473			633,655			616,559			638,950
Total assets	$	1,274,481		$	1,332,000		$	1,303,334		$	1,387,149
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current portion of long-term debt, net of unamortized discounts of $3,119 and 0	$	241,881		$	14,063
Current portion of long-term debt							$	252,500		$	237,500
Operating lease liabilities		23,309			22,651			22,832			23,270
Customer deposits		32,565			39,992			40,324			43,546
Trade accounts payable		32,949			29,834			35,193			35,397
Accrued employee compensation		71,120			86,289			61,516			91,115
Settlement liabilities		107,023			148,819
Settlement and merchant reserve liabilities								161,782			185,276
Deferred revenue		55,840			52,357			51,990			53,748
Income taxes payable		5,797			6,627			800			398
Other current liabilities		17,249			19,383			19,940			24,852
Total current liabilities		587,733			420,015			646,877			695,102
Non-current liabilities:
Long-term debt, net of unamortized discounts of $1,017 and $5,346		107,733			337,154
Long-term debt, net of unamortized discounts of $3,218 and $3,406								135,532			137,219
Operating lease liabilities		91,028			95,926			64,750			70,068
Deferred revenue		15,505			17,275			16,156			19,599
Income taxes payable		2,467			2,436			4,148			4,058
Deferred income taxes		11,569			5,109			7,729			7,752
Other non-current liabilities		30,731			31,690			13,970			13,107
Total non-current liabilities		259,033			489,590			242,285			251,803
Total liabilities		846,766			909,605			889,162			946,905
Stockholders' equity:
Preferred stock, par value $.01 per share; 10,000 shares authorized; 0 shares issued and outstanding		-			-
Common stock, par value $.01 per share; 100,000 shares authorized; 32,963 and 32,713 shares outstanding		704			700
Preferred stock, par value $.01 per share; 10,000 shares authorized; 0 shares issued and outstanding								-			-
Common stock, par value $.01 per share; 100,000 shares authorized; 32,560 and 32,495 shares outstanding								709			705
Additional paid-in capital		471,364			470,557			472,078			488,303
Treasury stock, at cost; 36,122 and 35,980 shares		(900,644	)		(894,126	)
Treasury stock, at cost; 36,979 and 36,713 shares								(946,102	)		(930,106	)
Accumulated other comprehensive income (loss):
Unrealized gains on short-term investments, net of tax		7			13			(8	)		(6	)
Cumulative foreign currency translation adjustments		(31,506	)		(31,151	)		(39,529	)		(38,347	)
Accumulated earnings		887,790			876,402			923,389			916,060
Total CSG stockholders' equity								410,537			436,609
Noncontrolling interest								3,635			3,635
Total stockholders' equity		427,715			422,395			414,172			440,244
Total liabilities and stockholders' equity	$	1,274,481		$	1,332,000		$	1,303,334		$	1,387,149


	Quarter Ended						Quarter Ended
	March 31, 2021			March 31, 2020			March 31, 2022			March 31, 2021
Revenue	$	253,119		$	245,617		$	264,400		$	253,119

Cost of revenue (exclusive of depreciation, shown separately below)		133,542			131,206			138,418			133,542
Other operating expenses:
Research and development		32,212			30,337			32,981			32,212
Selling, general and administrative		48,815			44,384			57,342			48,815
Depreciation		6,113			5,565			6,138			6,113
Restructuring and reorganization charges		1,060			966			13,106			1,060
Total operating expenses		221,742			212,458			247,985			221,742
Operating income		31,377			33,159			16,415			31,377
Other income (expense):
Interest expense		(3,592	)		(4,213	)		(3,272	)		(3,592	)
Amortization of original issue discount		(772	)		(730	)		0			(772	)
Interest and investment income, net		124			529			130			124
Loss on derivative liability upon debt conversion								(7,456	)		0
Other, net		(555	)		(69	)		812			(555	)
Total other		(4,795	)		(4,483	)		(9,786	)		(4,795	)
Income before income taxes		26,582			28,676			6,629			26,582
Income tax provision		(6,951	)		(7,162	)		(516	)		(6,951	)
Net income	$	19,631		$	21,514		$	6,113		$	19,631

Weighted-average shares outstanding:
Basic		31,844			31,994			31,416			31,844
Diluted		32,146			32,358			31,810			32,146

Earnings per common share:
Basic	$	0.62		$	0.67		$	0.19		$	0.62
Diluted		0.61			0.66			0.19			0.61



	Quarter Ended						Quarter Ended
	March 31, 2021			March 31, 2020			March 31, 2022			March 31, 2021
Net income	$	19,631		$	21,514		$	6,113		$	19,631
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments		(355	)		(15,084	)		(1,182	)		(355	)
Unrealized holding losses on short-term investments arising during period		(6	)		(24	)		(2	)		(6	)
Other comprehensive loss, net of tax		(361	)		(15,108	)		(1,184	)		(361	)
Total comprehensive income, net of tax	$	19,270		$	6,406		$	4,929		$	19,270


☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


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


	Shares of Common Stock Outstanding			Common Stock			Additional Paid-in Capital			Treasury Stock			Accumulated Other Comprehensive Income (Loss)			Accumulated Earnings			Noncontrolling Interest		Total Stockholders' Equity
For the Quarter Ended March 31, 2022:
BALANCE, January 1, 2022		32,495		$	705		$	488,303		$	(930,106	)	$	(38,353	)	$	916,060		$	3,635	$	440,244
Comprehensive income:
Net income		-			-			-			-			-			6,113			-
Unrealized gain on short-term investments, net of tax		-			-			-			-			(2	)		-			-
Foreign currency translation adjustments		-			-			-			-			(1,182	)		-			-
Total comprehensive income																						4,929
Repurchase of common stock		(389	)		(1	)		(7,804	)		(15,996	)		-			-			-		(23,801	)
Issuance of common stock pursuant to employee stock purchase plan		12			-			650			-			-			-			-		650
Issuance of restricted common stock pursuant to stock-based compensation plans		476			5			(5	)		-			-			-			-		-
Cancellation of restricted common stock issued pursuant to stock-based compensation plans		(34	)		-			-			-			-			-			-		-
Stock-based compensation expense		-			-			5,581			-			-			-			-		5,581
Settlement of convertible debt securities, net of tax		-			-			(4,845	)		-			-			-			-		(4,845	)
Adjustments due to adoption of new accounting standard		-			-			(9,802	)		-			-			9,802			-		-
Dividends		-			-			-			-			-			(8,586	)		-		(8,586	)
BALANCE, March 31, 2022		32,560		$	709		$	472,078		$	(946,102	)	$	(39,537	)	$	923,389		$	3,635	$	414,172


January 1, 2021 balance	$	272,322
Goodwill acquired during period		168
Adjustments related to prior acquisitions		(15	)
Effects of changes in foreign currency exchange rates		790
March 31, 2021 balance	$	273,265