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

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

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

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

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

As of ~~October 29, 2021,~~August 1, 2022, there were ~~32,645,848~~32,082,835 shares of the registrant’s common stock outstanding.


	September 30,			December 31,			June 30,			December 31,
	2021			2020			2022			2021
ASSETS
Current assets:
Cash and cash equivalents	$	195,365		$	188,699		$	133,770		$	205,635
Short-term investments		29,175			51,598			1,265			28,037
Total cash, cash equivalents and short-term investments		224,540			240,297			135,035			233,672
Settlement and merchant reserve assets		158,925			166,031			213,460			186,267
Trade accounts receivable:
Billed, net of allowance of $3,157 and $3,628		243,160			226,623
Billed, net of allowance of $5,105 and $4,250								236,577			244,317
Unbilled		38,099			37,785			46,433			35,802
Income taxes receivable		3,889			2,167			19,563			6,414
Other current assets		53,104			41,688			57,187			41,727
Total current assets		721,717			714,591			708,255			748,199
Non-current assets:
Property and equipment, net of depreciation of $110,862 and $105,073		76,725			81,759
Property and equipment, net of depreciation of $116,948 and $111,244								75,676			73,580
Operating lease right-of-use assets		96,101			110,756			58,629			86,034
Software, net of amortization of $148,667 and $139,836		28,696			26,453
Software, net of amortization of $159,879 and $152,283								25,855			29,757
Goodwill		313,246			272,322			301,222			321,330
Acquired customer contracts, net of amortization of $111,602 and $105,778		55,032			48,012
Customer contract costs, net of amortization of $50,700 and $39,893		47,249			47,238
Acquired customer contracts, net of amortization of $114,995 and $114,166								50,968			57,207
Customer contract costs, net of amortization of $30,578 and $32,410								48,530			46,618
Deferred income taxes		9,156			10,205			8,251			8,584
Other assets		16,834			20,664			13,293			15,840
Total non-current assets		643,039			617,409			582,424			638,950
Total assets	$	1,364,756		$	1,332,000		$	1,290,679		$	1,387,149
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current portion of long-term debt, net of unamortized discounts of $930 and 0	$	236,570		$	14,063
Current portion of long-term debt							$	252,500		$	237,500
Operating lease liabilities		23,609			22,651			21,387			23,270
Customer deposits		32,232			39,992			32,921			43,546
Trade accounts payable		32,080			29,834			34,182			35,397
Accrued employee compensation		93,125			86,289			52,464			91,115
Settlement and merchant reserve liabilities		157,308			165,064			212,036			185,276
Deferred revenue		64,252			52,357			52,514			53,748
Income taxes payable		2,192			6,627			653			398
Other current liabilities		21,873			19,383			24,780			24,852
Total current liabilities		663,241			436,260			683,437			695,102
Non-current liabilities:
Long-term debt, net of unamortized discounts of $3,595 and $5,346		138,905			337,154
Long-term debt, net of unamortized discounts of $3,030 and $3,406								133,845			137,219
Operating lease liabilities		80,373			95,926			59,169			70,068
Deferred revenue		14,006			17,275			19,382			19,599
Income taxes payable		2,445			2,436			4,014			4,058
Deferred income taxes		6,700			5,109			196			7,752
Other non-current liabilities		15,462			15,445			13,614			13,107
Total non-current liabilities		257,891			473,345			230,220			251,803
Total liabilities		921,132			909,605			913,657			946,905
Stockholders' equity:
Preferred stock, par value $.01 per share; 10,000 shares authorized; 0 shares issued and outstanding		-			-			0			0
Common stock, par value $.01 per share; 100,000 shares authorized; 32,687 and 32,713 shares outstanding		704			700
Common stock, par value $.01 per share; 100,000 shares authorized; 32,195 and 32,495 shares outstanding								709			705
Additional paid-in capital		482,387			470,557			479,271			488,303
Treasury stock, at cost; 36,418 and 35,980 shares		(914,274	)		(894,126	)
Treasury stock, at cost; 37,339 and 36,713 shares								(967,659	)		(930,106	)
Accumulated other comprehensive income (loss):
Unrealized gains on short-term investments, net of tax		3			13
Unrealized loss on short-term investments, net of tax								(3	)		(6	)
Cumulative foreign currency translation adjustments		(35,786	)		(31,151	)		(55,529	)		(38,347	)
Accumulated earnings		906,955			876,402			920,233			916,060
Total CSG stockholders' equity		439,989			422,395			377,022			436,609
Noncontrolling interest		3,635			-			0			3,635
Total stockholders' equity		443,624			422,395			377,022			440,244
Total liabilities and stockholders' equity	$	1,364,756		$	1,332,000		$	1,290,679		$	1,387,149

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


	Quarter Ended						Nine Months Ended						Quarter Ended						Six Months Ended
	September 30, 2021			September 30, 2020			September 30, 2021			September 30, 2020			June 30, 2022			June 30, 2021			June 30, 2022			June 30, 2021
Revenue	$	263,209		$	244,108		$	771,462		$	730,046		$	262,168		$	255,134		$	526,568		$	508,253

Cost of revenue (exclusive of depreciation, shown separately below)		134,705			131,073			401,185			400,432			138,134			132,938			276,552			266,480
Other operating expenses:
Research and development		34,384			30,425			99,350			90,025			34,630			32,754			67,611			64,966
Selling, general and administrative		54,923			47,032			152,988			136,415			57,465			49,250			114,807			98,065
Depreciation		6,225			5,817			18,604			17,016			5,651			6,266			11,789			12,379
Restructuring and reorganization charges		209			814			3,029			4,277			19,005			1,760			32,111			2,820
Total operating expenses		230,446			215,161			675,156			648,165			254,885			222,968			502,870			444,710
Operating income		32,763			28,947			96,306			81,881			7,283			32,166			23,698			63,543
Other income (expense):
Interest expense		(3,636	)		(3,641	)		(10,861	)		(11,894	)		(2,686	)		(3,633	)		(5,958	)		(7,225	)
Amortization of original issue discount		(794	)		(751	)		(2,350	)		(2,221	)		0			(784	)		0			(1,556	)
Interest and investment income, net		78			254			286			1,086			126			84			256			208
Loss on derivative liability upon debt conversion														0			0			(7,456	)		0
Other, net		(5,875	)		(2,067	)		(6,530	)		(3,184	)		2,442			(100	)		3,254			(655	)
Total other		(10,227	)		(6,205	)		(19,455	)		(16,213	)		(118	)		(4,433	)		(9,904	)		(9,228	)
Income before income taxes		22,536			22,742			76,851			65,668			7,165			27,733			13,794			54,315
Income tax provision		(6,406	)		(9,176	)		(21,769	)		(20,222	)		(1,848	)		(8,412	)		(2,364	)		(15,363	)
Net income	$	16,130		$	13,566		$	55,082		$	45,446		$	5,317		$	19,321		$	11,430		$	38,952

Weighted-average shares outstanding:
Basic		31,756			32,115			31,825			32,070			31,301			31,875			31,358			31,859
Diluted		31,960			32,273			32,033			32,296			31,492			31,993			31,651			32,070

Earnings per common share:
Basic	$	0.51		$	0.42		$	1.73		$	1.42		$	0.17		$	0.61		$	0.36		$	1.22
Diluted		0.50			0.42			1.72			1.41			0.17			0.60			0.36			1.21

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


	Shares of Common Stock Outstanding			Common Stock			Additional Paid-in Capital			Treasury Stock			Accumulated Other Comprehensive Income (Loss)			Accumulated Earnings			Noncontrolling Interest		Total Stockholders' Equity			Shares of Common Stock Outstanding			Common Stock			Additional Paid-in Capital			Treasury Stock			Accumulated Other Comprehensive Income (Loss)			Accumulated Earnings			Noncontrolling Interest			Total Stockholders' Equity
For the Nine Months Ended September 30, 2021
BALANCE, January 1, 2021		32,713		$	700		$	470,557		$	(894,126	)	$	(31,138	)	$	876,402		$	-	$	422,395
For the Six Months Ended June 30, 2022:																								For the Six Months Ended June 30, 2022:
BALANCE, January 1, 2022																									32,495		$	705		$	488,303		$	(930,106	)	$	(38,353	)	$	916,060		$	3,635		$	440,244
Comprehensive income:
Net income		-			-			-			-			-			19,631			-					-			-			-			-			-			6,113			-
Unrealized gain on short-term investments, net of tax		-			-			-			-			(6	)		-			-
Unrealized loss on short-term investments, net of tax																									-			-			-			-			(2	)		-			-
Foreign currency translation adjustments		-			-			-			-			(355	)		-			-					-			-			-			-			(1,182	)		-			-
Total comprehensive income																						19,270																								4,929
Repurchase of common stock		(252	)		(1	)		(5,202	)		(6,518	)		-			-			-		(11,721	)		(389	)		(1	)		(7,804	)		(15,996	)		-			-			-			(23,801	)
Issuance of common stock pursuant to employee stock purchase plan		16			-			619			-			-			-			-		619			12			-			650			-			-			-			-			650
Issuance of restricted common stock pursuant to stock-based compensation plans		487			5			(5	)		-			-			-			-		-			476			5			(5	)		-			-			-			-			-
Cancellation of restricted common stock issued pursuant to stock-based compensation plans		(1	)		-			-			-			-			-			-		-			(34	)		-			-			-			-			-			-			-
Stock-based compensation expense		-			-			5,395			-			-			-			-		5,395			-			-			5,581			-			-			-			-			5,581
Settlement of convertible debt securities, net of tax																									-			-			(4,845	)		-			-			-			-			(4,845	)
Adjustments due to adoption of new accounting standard																									-			-			(9,802	)		-			-			9,802			-			-
Dividends		-			-			-			-			-			(8,243	)		-		(8,243	)		-			-			-			-			-			(8,586	)		-			(8,586	)
BALANCE, March 31, 2021		32,963			704			471,364			(900,644	)		(31,499	)		887,790			-		427,715
BALANCE, March 31, 2022																									32,560			709			472,078			(946,102	)		(39,537	)		923,389			3,635			414,172
Comprehensive income:
Net income		-			-			-			-			-			19,321			-					-			-			-			-			-			5,317			-
Unrealized gain on short-term investments, net of tax		-			-			-			-			(7	)		-			-					-			-			-			-			5			-			-
Foreign currency translation adjustments																									-			-			-			-			(16,000	)		-			-
Total comprehensive loss																																														(10,678	)
Repurchase of common stock																									(362	)		-			(116	)		(21,557	)		-			-			-			(21,673	)
Issuance of common stock pursuant to employee stock purchase plan																									15			-			773			-			-			-			-			773
Issuance of restricted common stock pursuant to stock-based compensation plans																									42			1			(1	)		-			-			-			-			-
Cancellation of restricted common stock issued pursuant to stock- based compensation plans																									(60	)		(1	)		1			-			-			-			-			-
Stock-based compensation expense																									-			-			6,536			-			-			-			-			6,536
Dividends																									-			-			-			-			-			(8,473	)		-			(8,473	)
Write-off of noncontrolling interest																																											(3,635	)		(3,635	)
BALANCE, June 30, 2022																									32,195		$	709		$	479,271		$	(967,659	)	$	(55,532	)	$	920,233		$	0		$	377,022

																								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 Six Months Ended June 30, 2021:																								For the Six Months Ended June 30, 2021:
BALANCE, January 1, 2021																									32,713		$	700		$	470,557		$	(894,126	)	$	(31,138	)	$	876,402		$	0		$	422,395
Comprehensive income:
Net income																									-			-			-			-			-			19,631			-
Unrealized loss on short-term investments, net of tax																									-			-			-			-			(6	)		-			-
Foreign currency translation adjustments		-			-			-			-			2,212			-			-					-			-			-			-			(355	)		-			-
Total comprehensive income																						21,526																								19,270
Repurchase of common stock		(156	)		-			(92	)		(6,957	)		-			-			-		(7,049	)		(252	)		(1	)		(5,202	)		(6,518	)		-			-			-			(11,721	)
Issuance of common stock pursuant to employee stock purchase plan		19			-			716			-			-			-			-		716			16			-			619			-			-			-			-			619
Issuance of restricted common stock pursuant to stock-based compensation plans		6			-			-			-			-			-			-		-			487			5			(5	)		-			-			-			-			-
Cancellation of restricted common stock issued pursuant to stock-based compensation plans		(35	)		-			-			-			-			-			-		-
Cancellation of restricted common stock issued pursuant to stock- based compensation plans																									(1	)		-			-			-			-			-			-			-
Stock-based compensation expense		-			-			5,022			-			-			-			-		5,022			-			-			5,395			-			-			-			-			5,395
Dividends		-			-			-			-			-			(8,150	)		-		(8,150	)		-			-			-			-			-			(8,243	)		-			(8,243	)
BALANCE, June 30, 2021		32,797			704			477,010			(907,601	)		(29,294	)		898,961			-		439,780
BALANCE, March 31, 2021																									32,963			704			471,364			(900,644	)		(31,499	)		887,790			-			427,715
Comprehensive income:
Net income		-			-			-			-			-			16,130			-					-			-			-			-			-			19,321			-
Unrealized gain on short-term investments, net of tax		-			-			-			-			3			-			-
Unrealized loss on short-term investments, net of tax																									-			-			-			-			(7	)		-			-
Foreign currency translation adjustments		-			-			-			-			(6,492	)		-			-					-			-			-			-			2,212			-			-
Total comprehensive income																						9,641																								21,526
Repurchase of common stock		(145	)		-			(101	)		(6,673	)		-			-			-		(6,774	)		(156	)		-			(92	)		(6,957	)		-			-			-			(7,049	)
Issuance of common stock pursuant to employee stock purchase plan		15			-			591			-			-			-			-		591			19			-			716			-			-			-			-			716
Issuance of restricted common stock pursuant to stock-based compensation plans		56			-			-			-			-			-			-		-			6			-			-			-			-			-			-			-
Cancellation of restricted common stock issued pursuant to stock-based compensation plans		(36	)		-			-			-			-			-			-		-
Cancellation of restricted common stock issued pursuant to stock- based compensation plans																									(35	)		-			-			-			-			-			-			-
Stock-based compensation expense		-			-			4,887			-			-			-			-		4,887			-			-			5,022			-			-			-			-			5,022
Dividends		-			-			-			-			-			(8,136	)		-		(8,136	)		-			-			-			-			-			(8,150	)		-			(8,150	)
Noncontrolling interest related to business combination		-			-			-			-			-			-			3,635		3,635
BALANCE, September 30, 2021		32,687		$	704		$	482,387		$	(914,274	)	$	(35,783	)	$	906,955		$	3,635	$	443,624
BALANCE, June 30, 2021																									32,797		$	704		$	477,010		$	(907,601	)	$	(29,294	)	$	898,961		$	0		$	439,780

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


	Nine Months Ended						Six Months Ended
	September 30, 2021			September 30, 2020			June 30, 2022			June 30, 2021
Cash flows from operating activities:
Net income	$	55,082		$	45,446		$	11,430		$	38,952
Adjustments to reconcile net income to net cash provided by operating activities-
Adjustments to reconcile net income to net cash provided by (used in) operating activities-
Depreciation		18,604			17,016			14,210			12,379
Amortization		34,314			32,998			25,520			22,018
Amortization of original issue discount		2,350			2,221			0			1,556
Asset impairment		415			10,438			24,436			415
(Gain)/loss on short-term investments		51			(120	)
Loss on extinguishment of debt		132			-
Loss on acquisition of controlling interest		6,180			-
Loss on short-term investments and other								20			32
Loss on derivative liability upon debt conversion								7,456			0
Deferred income taxes		2,188			3,844			(7,816	)		6,434
Stock-based compensation		15,304			14,088			12,117			10,417
Changes in operating assets and liabilities, net of acquired amounts:
Trade accounts receivable, net		(11,960	)		13,322			(8,638	)		1,128
Other current and non-current assets and liabilities		(13,912	)		(8,784	)		(16,098	)		(7,623	)
Income taxes payable/receivable		(6,111	)		1,542			(13,157	)		(11,620	)
Trade accounts payable and accrued liabilities		(18,329	)		(24,618	)		(65,537	)		(29,817	)
Deferred revenue		4,001			8,736			2,792			(2,042	)
Net cash provided by operating activities		88,309			116,129
Net cash provided by (used in) operating activities								(13,265	)		42,229

Cash flows from investing activities:
Purchases of software, property and equipment		(22,531	)		(24,201	)		(19,647	)		(15,158	)
Purchases of short-term investments		(57,734	)		(49,100	)		0			(46,195	)
Proceeds from sale/maturity of short-term investments		80,092			37,743			26,755			49,419
Acquisition of and investments in business, net of cash acquired		(51,111	)		(11,491	)		0			(12,097	)
Net cash used in investing activities		(51,284	)		(47,049	)
Net cash provided by (used in) investing activities								7,108			(24,031	)

Cash flows from financing activities:
Proceeds from issuance of common stock		1,926			1,838			1,423			1,335
Payment of cash dividends		(24,653	)		(23,441	)		(17,200	)		(16,654	)
Repurchase of common stock		(25,568	)		(19,926	)		(45,113	)		(18,792	)
Proceeds from long-term debt		150,000			-			245,000			0
Payments on long-term debt		(126,563	)		(7,500	)		(246,051	)		(6,563	)
Payments of deferred financing costs		(3,000	)		-
Settlement and merchant reserve activity		(7,735	)		(47,602	)		26,754			(23,967	)
Net cash used in financing activities		(35,593	)		(96,631	)		(35,187	)		(64,641	)
Effect of exchange rate fluctuations on cash, cash equivalents and restricted cash		(1,872	)		(1,653	)		(3,328	)		(1,835	)

Net decrease in cash, cash equivalents and restricted cash		(440	)		(29,204	)		(44,672	)		(48,278	)

Cash, cash equivalents and restricted cash, beginning of period		354,730			337,654			391,902			354,730
Cash, cash equivalents and restricted cash, end of period	$	354,290		$	308,450		$	347,230		$	306,452

Supplemental disclosures of cash flow information:
Cash paid during the period for-
Interest	$	11,947		$	12,941		$	8,323		$	6,370
Income taxes		25,688			14,756			23,324			20,540

Reconciliation of cash, cash equivalents and restricted cash:
Cash and cash equivalents	$	195,365		$	174,489		$	133,770		$	163,768
Settlement and merchant reserve assets		158,925			133,961			213,460			142,684
Total cash, cash equivalents and restricted cash	$	354,290		$	308,450		$	347,230		$	306,452

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

1. GENERAL

We have prepared the accompanying unaudited condensed consolidated financial statements as of ~~September~~June 30, ~~2021~~2022 and December 31, ~~2020,~~2021, and for the quarters and ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 and ~~2020,~~2021, in accordance with accounting principles generally accepted in the United States of America (“U.S.”) (“GAAP”) for interim financial information, and pursuant to the instructions to Form 10-Q and the rules and regulations of the Securities and Exchange Commission (the “SEC”). Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of our management, all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair presentation of our financial position and operating results have been included. The unaudited Condensed Consolidated Financial Statements (the “Financial Statements”) should be read in conjunction with the Consolidated Financial Statements and notes thereto, together with Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”), contained in our Annual Report on Form 10-K for the year ended December 31, ~~2020~~2021 (our ~~“2020~~“2021 10-K”), filed with the SEC. The results of operations for the quarter and ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 are not necessarily indicative of the expected results for the entire year ending December 31, ~~2021.~~2022.

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.~~ ~~Certain amounts for the prior period have been reclassified to conform to the September 30, 2021 presentation.~~

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 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. Our customer contracts may include guaranteed minimums and fixed monthly or annual fees. As of ~~September~~June 30, ~~2021,~~2022, our aggregate amount of the transaction price allocated to the remaining performance obligations is approximately $~~900~~2 ~~million,~~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 7565% of this amount by the end of ~~2023~~2024, with the remaining amount recognized by the end of2028. We have excluded from this amount variable consideration expected to be recognized in the future related to performance obligations that are unsatisfied.

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

Revenue by type for the quarters and ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 and ~~2020~~2021 were as follows (in thousands):


	Quarter Ended				Nine Months Ended				Quarter Ended				Six Months Ended
	September 30,				September 30,				June 30,				June 30,
	2021		2020		2021		2020		2022		2021		2022		2021
Cloud and related solutions	$	231,418	$	217,527	$	686,685	$	654,027
SaaS and related solutions									$	230,712	$	228,248	$	465,689	$	455,267
Software and services		19,518		15,260		49,330		43,502		20,068		15,033		38,504		29,812
Maintenance		12,273		11,321		35,447		32,517		11,388		11,853		22,375		23,174
Total revenue	$	263,209	$	244,108	$	771,462	$	730,046	$	262,168	$	255,134	$	526,568	$	508,253

We use the location of the customer as the basis of attributing revenue to geographic regions. Revenue by geographic region for the quarters and ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 and ~~2020~~,2021, as a percentage of our total revenue, were as follows:


	Quarter Ended						Six Months Ended
	June 30,						June 30,
	2022			2021			2022			2021
Americas (principally the U.S.)		85	%		85	%		85	%		86	%
Europe, Middle East, and Africa		11	%		11	%		11	%		10	%
Asia Pacific		4	%		4	%		4	%		4	%
Total revenue		100	%		100	%		100	%		100	%

Quarter Ended

Nine Months Ended

September 30,

September 30,

2021

2020

2021

2020

Americas (principally the U.S.)

85
%

86
%

85
%

87
%

Europe, Middle East, and Africa

12
%

10
%

11
%

9
%

Asia Pacific

3
%

4
%

4
%

4
%

Total revenue

100
%

100
%

100
%

100
%

We generate our revenue primarily from the global communications markets; however, we serve an expanding group of customers in other industry markets including retail, healthcare, financial services, ~~healthcare, media and entertainment companies,~~insurance, and government entities. Revenue by customer vertical for the quarters and ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 and ~~2020~~,2021, as a percentage of our total revenue, were as follows:

Quarter Ended

Nine Months Ended

September 30,

September 30,

2021

2020

2021

2020

Broadband/Cable/Satellite

56
%

59
%

57
%

59
%

Telecommunications

20
%

18
%

19
%

18
%

Other

24
%

23
%

24
%

23
%

Total revenue

100
%

100
%

100
%

100
%


	Quarter Ended						Six Months Ended
	June 30,						June 30,
	2022			2021			2022			2021
Broadband/Cable/Satellite		55	%		58	%		54	%		58	%
Telecommunications		19	%		18	%		20	%		18	%
Other		26	%		24	%		26	%		24	%
Total revenue		100	%		100	%		100	%		100	%

Deferred revenue recognized during the quarters ended ~~September~~June 30, ~~2021~~2022 and ~~2020~~2021 was $~~9.9~~12.3 million and $~~6.1~~11.9 million, respectively and during the ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 and ~~2020~~2021 was $~~41.9~~40.3 million and $~~33.4~~32.0 million, respectively.

Cash and Cash Equivalents. We consider all highly liquid investments with original maturities of three months or less at the date of the purchase to be cash equivalents. As of ~~September~~June 30, ~~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. For the cash and cash equivalents denominated in foreign currencies and/or located outside the U.S., we do not anticipate any material amounts being unavailable for use in running our business, but may face limitations on moving cash out of certain foreign jurisdictions due to currency controls and potential negative economic consequences.

Restricted Cash. Restricted cash includes cash that is legally or contractually restricted, as well as our settlement and merchant reserve assets. As of ~~September~~June 30, ~~2021~~2022 and December 31, ~~2020,~~2021, we had $~~1.4~~2.0 million and $~~1.7~~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):


	September 30, 2021				December 31, 2020				June 30, 2022				December 31, 2021
	Assets		Liabilities		Assets		Liabilities		Assets		Liabilities		Assets		Liabilities
Settlement assets/liabilities	$	141,957	$	140,340	$	149,785	$	148,818	$	195,307	$	193,883	$	171,505	$	170,514
Merchant reserve assets/liabilities		16,968		16,968		16,246		16,246		18,153		18,153		14,762		14,762
Total	$	158,925	$	157,308	$	166,031	$	165,064	$	213,460	$	212,036	$	186,267	$	185,276

Financial Instruments. Our financial instruments as of ~~September~~June 30, ~~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 ~~September~~June 30, ~~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 ~~September~~June 30, ~~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 ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 and ~~2020~~2021 were $~~80.1~~26.8 million and $~~37.7~~49.4 million, respectively, and purchases of short-term investments for the ~~nine~~six months ended ~~September~~June 30, 2022 and 2021 ~~and 2020~~ were $~~57.7~~0 ~~million~~ and $~~49.1~~46.2 million, respectively.

Our short-term investments as of ~~September~~June 30, ~~2021~~2022 and December 31, ~~2020~~2021 were $~~29.2~~1.3 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):


	September 30, 2021						December 31, 2020						June 30, 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	$	29,170	$	—	$	29,170	$	33,535	$	—	$	33,535	$	12,091	$	—	$	12,091	$	29,305	$	—	$	29,305
Commercial paper		—		—		—		—		15,746		15,746		—		—		—		—		1,000		1,000
Corporate debt securities				—		—				1,351		1,351
Short-term investments:
Corporate debt securities		—		24,565		24,565		—		38,672		38,672		—		90		90		—		24,352		24,352
U.S. government agency bonds		—		—		—		—		4,642		4,642
Asset-backed securities		—		4,610		4,610		—		8,284		8,284		—		1,175		1,175		—		3,685		3,685
Total	$	29,170	$	29,175	$	58,345	$	33,535	$	68,695	$	102,230	$	12,091	$	1,265	$	13,356	$	29,305	$	29,037	$	58,342

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

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

September 30, 2021

December 31, 2020

Carrying Value

Fair Value

Carrying Value

Fair Value

2018 Credit Agreement (carrying value including
current maturities)

$
-

$
-

$
126,563

$
126,563

2021 Credit Agreement (carrying value including
current maturities)

150,000

150,000

—

—

2016 Convertible debt (par value)

230,000

237,763

230,000

244,663


	June 30, 2022				December 31, 2021
	Carrying Value		Fair Value		Carrying Value		Fair Value
2021 Credit Agreement:
Term Loan (carrying value including current maturities)	$	144,375	$	144,375	$	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.

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 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.

4. DEBT

Our long-term debt, as of ~~September~~June 30, ~~2021~~2022 and December 31, ~~2020,~~2021, was as follows (in thousands):


	September 30,			December 31,			June 30,			December 31,
	2021			2020			2022			2021
2021 Credit Agreement:
Term loan, due September 2026, interest at adjusted LIBOR plus 1.375% (combined rate of 1.51% at September 30, 2021)	$	150,000		$	-
2021 Term Loan, due September 2026, interest at adjusted LIBOR plus 1.375% (combined rate of 3.625% at June 30, 2022)							$	144,375		$	148,125
Less – deferred financing costs		(3,595	)		—			(3,030	)		(3,406	)
2021 Term Loan, net of unamortized discounts		146,405			—			141,345			144,719
$450 million revolving loan facility, due September 2026, interest at adjusted LIBOR plus applicable margin		—			—
2018 Credit Agreement:
Term loan, due March 2023, interest at adjusted LIBOR plus 1.5% (combined rate of 1.75% at December 31, 2020)		—			126,563
Less – deferred financing costs		—			(1,155	)
2018 Term Loan, net of unamortized discounts		—			125,408
$200 million revolving loan facility, due March 2023, interest at adjusted LIBOR plus applicable margin		—			—
$450 million revolving loan facility, due September 2026, interest at adjusted LIBOR plus applicable margin (combined rate of 3.625% at June 30, 2022)								245,000			0
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		(671	)		(3,021	)
Less – deferred financing costs		(259	)		(1,170	)
2016 Convertible Notes, net of unamortized discounts		229,070			225,809
2016 Convertible Notes – Senior convertible notes; due March 15, 2036; cash interest at 4.25%							0				230,000
Total debt, net of unamortized discounts		375,475			351,217			386,345			374,719
Current portion of long-term debt, net of unamortized discounts		(236,570	)		(14,063	)		(252,500	)		(237,500	)
Long-term debt, net of unamortized discounts	$	138,905		$	337,154		$	133,845		$	137,219

2021 Credit Agreement. ~~On September 13, 2021,~~During the six months ended June 30, 2022, we ~~entered into a new~~made $~~600~~3.8 million ~~credit agreement (the “2021 Credit Agreement”) with a consortium~~ of ~~banks to replace~~principal repayments on our $~~350~~ ~~million credit agreement (“2018 Credit Agreement”).~~

~~The 2021 Credit Agreement provides borrowings in the form of: (i) a~~ $150 million aggregate principal five-year term loan (the “2021 Term Loan”)~~; and (ii) a~~. Additionally, in March 2022 we borrowed $245.0 million from our $450 million aggregate principal five-year revolving loan facility ~~(the “2021~~(“2021 Revolver”). ~~With the $~~These funds were used to settle our 2016 Convertible Notes (see below).

~~150~~

~~million proceeds from~~As of June 30, 2022, our interest rate on the 2021 Term Loan ~~we repaid~~and 2021 Revolver is 3.625% (adjusted LIBOR plus 1.375% per annum), and our commitment fee on the ~~outstanding~~unused $~~120~~205.0 million ~~balance of the term loan under the 2018 Credit Agreement, resulting in a net increase of available cash by~~2021 Revolver is 0.15%. In July 2022, we borrowed an additional $3015.0 million ~~a portion of which we used to pay certain fees and expenses in connection~~on our revolver, leaving us currently with ~~the refinancing, and the remainder of which will be used for general corporate purposes.~~$190.0 million available.

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

The 2021 Credit Agreement contains customary affirmative covenants. In addition, the 2021 Credit Agreement has customary negative covenants that places limits on our ability to: (i) incur additional indebtedness; (ii) create liens on its property; (iii) make investments; (iv) enter into mergers and consolidations; (v) sell assets; (vi) declare dividends or repurchase shares; (vii) engage in certain transactions with affiliates; and (viii) prepay certain indebtedness; and (ix) issue capital stock of subsidiaries. We must also meet certain financial covenants to include: (i) a maximum total leverage ratio; (ii) a maximum first-lien leverage ratio; and (iii) a minimum interest coverage ratio. In conjunction with the 2021 Credit Agreement, we entered into a security agreement in favor of Bank of America N.A, as collateral agent (the “Security Agreement”). Under the Security Agreement and 2021 Credit Agreement, certain of our domestic subsidiaries have guaranteed its obligations, and have pledged substantially all of our assets to secure the obligations under the 2021 Credit Agreement and such guarantees.

~~During the nine months ended September 30, 2021, we made $6.6~~ ~~million of principal repayments on our 2018 Term Loan. As of September 30, 2021, our interest rate on the 2021 Term Loan is~~ ~~1.51% (adjusted LIBOR plus~~ ~~1.375% per annum), effective through December 31 2021, and our commitment fee on the 2021 Revolver is~~ ~~0.15%. As of September 30, 2021, we had~~ 0 ~~borrowing outstanding on our 2021 Revolver and had the entire $450.0~~ ~~million available to us.~~

~~In conjunction with the closing of the 2021 Credit Agreement, we incurred financing costs of $3.0~~ ~~million. When combined with the remaining deferred financing costs of the 2018 Credit Agreement, financing costs of $3.7~~ million have been deferred and are being amortized to interest expense using the effective interest method over the related term of the 2021 Credit Agreement. Additionally, as certain lenders from the 2018 Credit Agreement chose not to participate in the 2021 Credit Agreement syndication group, we wrote-off $~~0.1~~ ~~million of unamortized debt issuance costs and recognized a loss on extinguishment of that debt.~~

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.~~period of January 12, 2022 to March 10, 2022 (the “Observation Period”).

During 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, the net carrying value of the 2016 Convertible Notes of~~Conversion Period, $229.1 million ~~has been classified as a current liability in our Balance Sheet as of September 30, 2021.~~

~~As a result of our quarterly dividend in September 2021 (see Note 8), the previous conversion rate for the 2016 Convertible Notes of~~ ~~17.7159~~ ~~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 price of~~ $~~56.45~~1,053.68 per ~~share of our common stock, has been adjusted to~~ ~~17.7403~~ ~~shares of our common stock per~~each $1,000 principal amount of ~~the~~ 2016 Convertible Notes ~~which is equivalent to an initial conversion price~~being converted, for a total cash payment of $~~56.37~~241.4 ~~per share~~million. The remaining principal amount of ~~our common stock. Holders may require us to repurchase~~$0.9 million that was not converted by the ~~2016 Convertible Notes~~holders was redeemed and paid 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~~redemption price ~~equal to~~of 100% of the principal ~~amount thereof plus accrued and unpaid interest.~~

~~We may redeem for cash all or part~~amount. Total settlement of the 2016 Convertible Notes ~~if the last reported sale price of our common stock has been at least~~ was $~~130% of the conversion price then in effect for at least~~ 20242.3 ~~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.million.

As a result of ~~September 30,~~our irrevocable election made in December 2021 ~~none~~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 ~~features have been achieved, and thus,~~due to the ~~2016 Convertible Notes are not convertible by~~related change in our stock price over the ~~holders.~~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

~~Forte Payment Systems,~~Tekzenit, Inc.In ~~2018,~~2020, we acquired ~~Forte Payment Systems,~~Tekzenit, Inc. (“~~Forte”~~Tekzenit”)~~. The purchase agreement included provisions for $18.8~~ million of potential future earn-out payments. In the second quarter of 2021, a recipient notified us they would be voluntarily resigning later this year. Under the terms of the earn-out provisions, the entire earn-out will terminate upon exit of the recipient. As a result, in the second quarter of 2021, we reversed $~~2.4~~ ~~million that had been accrued related to the potential earn-out payments. In the third quarter of 2021, the recipient ended their employment, and the earn-out was terminated.~~

~~Tango Telecom Limited.~~ On ~~May 5, 2021, we acquired Tango Telecom Limited (“Tango”), a leading supplier of convergent policy control and messaging solutions headquartered in Limerick, Ireland. We acquired~~ ~~100% of the equity of Tango~~ for a purchase price of approximately $13 ~~million, or approximately $~~11 million, net of cash acquired. This acquisition will allow us to deliver digital monetization solutions to our customers and allow our customers to more effectively manage voice and data transactions. Coupled with our charging and digital monetization capabilities, we possess an end-to-end solution for converged voice and data services across 3G, 4G, and 5G networks.

~~The preliminary estimated fair values of assets acquired primarily include acquired customer contracts of $7.0~~ ~~million, acquired trade accounts receivable of $3.4~~ ~~million, acquired software of $2.0~~ ~~million, and goodwill of $0.9~~ ~~million and liabilities assumed primarily include deferred revenue of $1.7~~10 million. The estimated fair values are considered provisional and are based on the information that was available as of the acquisition date. Thus, the provisional measurements of fair value set forth above are subject to change. Such changes are not expected to be significant. We expect to finalize the valuation and complete thepurchase agreement includes provisions for additional purchase price ~~allocation as soon as practicable but not later than~~ ~~one year~~ ~~from~~(“Provisional Purchase Price”) payments in the ~~acquisition date.~~

~~Kitewheel, LLC.~~ On ~~July 1, 2021, we acquired Kitewheel, the leading provider~~form of earn-out and qualified sales payments for ~~customer journey orchestration and analytics, headquartered in Boston, Massachusetts. We acquired~~ ~~100% of the equity of Kitewheel for a purchase price of~~up to $~~40.0~~10 million ~~with $~~over a ~~34.0~~three-year ~~million paid~~measurement period upon ~~close~~meeting certain financial and sales criteria. Of the ~~remaining~~Provisional Purchase Price amount, $6 million ~~to be paid in equal annual amounts over the next~~ ~~three years. This acquisition will allow us to expand our customer engagement business, providing real-time, meaningful end-to-end customer experiences for leading brands.~~

~~The preliminary estimated fair values~~is considered contingent purchase price payments, of ~~assets acquired primarily include goodwill of~~which $~~30.8~~1.5 million ~~acquired customer contracts of~~was accrued upon acquisition. The remaining $~~6.6~~4 million ~~acquired trade accounts receivable~~is tied to certain financial and sales criteria over a defined service period by the eligible recipients and is therefore accounted for as post-acquisition compensation. As of June 30, 2022, we have $~~3.1~~0.6 million ~~and acquired software of $3.2~~ ~~million, and liabilities assumed primarily include deferred revenue of $3.5~~ ~~million. The estimated fair values are considered provisional and are based on~~accrued related to the information that was available as of the acquisition date. Thus, the provisional measurements of fair value set forth above are subject to change. Such changes are not expected to be significant. We expect to finalize the valuation and complete thecontingent purchase price ~~allocation as soon as practicable but not later than~~payments and have 0~~one year~~t accrued any amounts related to the post-acquisition compensation payments due to the uncertainty of payment. ~~from the acquisition date.~~

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. ~~As of June 30, 2021, we held a~~ 15~~% noncontrolling equity interest with a carrying value of approximately $~~8 ~~million included in other non-current assets in our Balance Sheet.~~ In July 2021, we ~~purchased additional LLC units from a third-party for approximately $~~4 ~~million and contributed cash of approximately $~~2 ~~million. As a result of these transactions, we have~~obtained a 64% controlling interest in the ~~company. Beginning~~company, and beginning in the third quarter of 2021, the results of MobileCard ~~are~~were consolidated in our results of operations. As of June 30, 2022, the purchase accounting for the MobileCard transaction was complete. We ~~preliminarily~~ recorded goodwill of $~~9.6~~7.2 million, acquired client contracts of $2.6 million, and ~~are in the process~~technology of ~~reviewing the valuation analysis and calculations necessary to finalize the required purchase price allocations.~~

~~Upon obtaining control of MobileCard, the fair value of our pre-exiting equity investment was remeasured resulting in a~~ $~~6.2~~0.9 million non-cash loss as of the acquisition date, which is reflected in other income (expense) on our Income Statement. The fair value was based upon transaction price as it best represented what a market participant would be willing to pay for the LLC units.million. The non-controlling interest of $3.6 million iswas recorded in total stockholders' equity. ~~We will record~~ ~~100~~%In June 2022, our management team, with the support of our Board of Directors (the "Board"), decided to shut-down the ~~profits and losses until the cumulative losses have been recovered. Profits will then be allocated based on equity sharing ratios.~~MobileCard business. See Note 6 for additional discussion.

Keydok, LLC. On September 14, 2021, we acquired Keydok LLC (“Keydok”), a digital identity and document management platform provider, headquartered in Mexico. We acquired 100% of the equity of Keydok for a purchase price of $1.0 million, which includes provisions for up to $18.0 million of potential future earn-out payments. The earn-out payments are tied to performance-based goals and a defined service period by the eligible recipients and are accounted for as post-acquisition ~~compensation or acquisition costs, as applicable.~~compensation. The earn-out period is through September 30, 2025. ~~The results~~As of June 30, 2022, we have 0t accrued any amounts related to the potential earn-out payments due to the uncertainty of payment. As of June 30, 2022, the purchase accounting for the Keydok ~~are included in our results of operations from the~~ acquisition ~~date.~~was complete. We ~~preliminarily~~ recorded goodwill of $1.0 ~~million, however, have not completed the valuation analysis and calculations necessary to finalize the required purchase price allocations.~~million.

6. RESTRUCTURING AND REORGANIZATION CHARGES

During the second quarters of 2022 and 2021, we recorded restructuring and reorganization charges of $19.0 million and $1.8 million, respectively, and for the six months ended June 30, 2022 and 2021, we recorded restructuring and reorganization charges of $32.1 million and $2.8 million, respectively.

During the six months ended June 30, 2022 we implemented the following restructuring and reorganizational activities:

•

In connection with our workplace of the future philosophy, we consolidated space at seven of our leased real estate locations in the United States and India, resulting in restructuring charges of $17.3 million related to the impairments of operating lease right-of-use assets, furniture and fixtures, and leasehold improvements and $2.4 million of accelerated depreciation.

•

In June 2022, our management team, with the support of our Board, decided to shut-down the MobileCard business, in which we had acquired a controlling interest in July of 2021 (see Note 5). MobileCard was not meeting its projected targets. As a result, we recorded net impairment charges of $7.0 million, to include the write-offs of the remaining acquired intangible assets, goodwill, and the noncontrolling interest. We ~~have not completed~~also terminated approximately 40 employees, which resulted in restructuring charges related to involuntary terminations of $0.6 million.

•

We reduced our workforce by approximately 20 employees, mainly in North America, as a result of organizational changes and efficiencies. As a result, we incurred restructuring charges related to involuntary terminations of $2.9 million.

The activity in the ~~valuation analysis~~business restructuring and ~~calculations necessary to finalize~~reorganization reserves during the ~~required purchase price allocations.~~six months ended June 30, 2022 was as follows (in thousands):


	Termination
	Benefits			Other			Total
January 1, 2022, balance	$	675		$	-		$	675
Charged to expense during period		3,460			28,651			32,111
Cash payments		(1,929	)		(1,935	)		(3,864	)
Adjustment for asset impairment		-			(24,296	)		(24,296	)
Adjustment for accelerated depreciation		-			(2,420	)		(2,420	)
Other		327			-			327
June 30, 2022, balance	$	2,533		$	0		$	2,533

As of June 30, 2022, the entire business restructuring and reorganization reserves were included in current liabilities.

6.7. 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 ~~September~~June 30, ~~2021,~~2022, we had $~~2.4~~2.9 million of restricted assets used to collateralize these guarantees, with $~~1.4~~2.0 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 $~~3.9~~4.4 million that were not required to be recorded on our Balance Sheet. We are ultimately liable for claims that may occur against these guarantees. We have no history of material claims or are aware of circumstances that would require us to pay under any of these arrangements. We also believe that the resolution of any claim that may arise in the future, either individually or in the aggregate, would not be material to our Financial Statements.

Additionally, we have money transmitter bonds issued through a third-party for the benefit of various states to comply with the states’ financial requirements and industry regulations for money transmitter licenses. At ~~September~~June 30, ~~2021,~~2022, we had total aggregate money transmitter bonds of approximately $1617 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 ~~September~~June 30, ~~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 ~~September~~June 30, ~~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.

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


	Quarter Ended				Nine Months Ended				Quarter Ended				Six Months Ended
	September 30,				September 30,				June 30,				June 30,
	2021		2020		2021		2020		2022		2021		2022		2021
Basic weighted-average common shares		31,756		32,115		31,825		32,070		31,301		31,875		31,358		31,859
Dilutive effect of restricted common stock		204		158		208	226			191		118		293	211
Diluted weighted-average common shares		31,960		32,273		32,033		32,296		31,492		31,993		31,651		32,070

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

The stock warrants have a dilutive effect only in those quarterly periods in which our average stock price exceeds the exercise price of $26.68 per warrant (under the treasury stock method), and are not subject to performance vesting conditions (see Note 8)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.

8.9. STOCKHOLDERS’ EQUITY AND EQUITY COMPENSATION PLANS

Stock Repurchase Program. We currently have a stock repurchase program, approved by our Board, authorizing us to repurchase shares of our common stock from time-to-time as market and business conditions warrant (the “Stock Repurchase Program”). During the ~~third~~second quarters of ~~2021~~2022 and ~~2020~~2021 we repurchased approximately ~~143,000~~360,000 shares of our common stock for $~~6.7~~21.6 million (weighted-average price of $~~46.66~~59.88 per share) and approximately ~~139,000~~153,000 shares of our common stock for $~~5.5~~7.0 million (weighted-average price of $~~39.93~~45.56 per share), respectively, and during the ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 and ~~2020~~2021 we repurchased approximately ~~438,000~~626,000 shares of our common stock for $~~20.1~~37.6 million (weighted-average price of $~~46.04~~59.99 per share), and approximately ~~290,000~~295,000 shares of our common stock for $~~12.3~~13.5 million (weighted-average price of $~~42.55~~45.74 per share), respectively, under a SEC Rule 10b5-1 Plan.

As of ~~September~~June 30, ~~2021,~~2022, the total remaining number of shares available for repurchase under the Stock Repurchase Program totaled ~~3.9~~3.0 million shares.

Stock Repurchases for Tax Withholdings. In addition to the above-mentioned stock repurchases, during the ~~third~~second quarters of ~~2021~~2022 and ~~2020~~2021, we repurchased and then cancelled approximately 2,000 shares of common stock for $0.1 million and approximately ~~4,000~~3,000 shares of common stock for $0.1 million, respectively, and during the ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 and ~~2020~~2021 we repurchased and then cancelled approximately ~~115,000~~125,000 shares of common stock for $~~5.5~~7.9 million and approximately ~~163,000~~113,000 shares of common stock for $~~7.8~~5.3 million, respectively, in connection with minimum tax withholding requirements resulting from the vesting of restricted common stock under our stock incentive plans.

Cash Dividends. During the ~~third~~second quarter of 2022, our Board approved a quarterly cash dividend of $0.265 per share of common stock, totaling $8.5 million. During the second quarter of 2021, ~~the~~our Board approved a quarterly cash dividend of $0.25 per share of common stock, totaling $~~8.1~~ ~~million. During the third quarter of 2020, the Board approved a quarterly cash dividend of $0.235~~ ~~per share of common stock, totaling $7.8~~8.2 million. Dividends declared for the ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 and ~~2020~~2021 totaled $~~24.5~~17.1 million and $~~23.2~~16.4 million, respectively.

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

As of ~~September~~June 30, ~~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 quarter and ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 is as follows (shares in thousands):


	Quarter Ended					Nine Months Ended					Quarter Ended					Six Months Ended
	September 30, 2021					September 30, 2021					June 30, 2022					June 30, 2022
	Shares			Weighted- Average Grant Date Fair Value		Shares			Weighted- Average Grant Date Fair Value		Shares			Weighted- Average Grant Date Fair Value		Shares			Weighted- Average Grant Date Fair Value
Unvested awards, beginning		1,167		$	43.95		1,041		$	41.31		1,328		$	52.94		1,206		$	45.22
Awards granted		58			46.78		577			47.75		42			58.12		536			63.85
Awards forfeited/cancelled		(40	)		44.76		(79	)		43.37		(61	)		50.00		(94	)		48.51
Awards vested		(44	)		39.02		(398	)		41.40		(44	)		46.93		(383	)		43.72
Unvested awards, ending		1,141		$	44.26		1,141		$	44.26		1,265		$	53.27		1,265		$	53.27

Included in the awards granted during the ~~nine~~six months ended ~~September~~June 30, ~~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 121,000 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 ~~nine~~six months ended ~~September~~June 30, ~~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 ~~third~~second quarters of ~~2021~~2022 and ~~2020~~2021 of $~~4.9~~6.5 million and $~~4.0~~5.0 million, respectively, and for the ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 and ~~2020~~2021 of $~~15.3~~12.1 million and $~~14.1~~10.4 million, respectively.

1817

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

~~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 ~~nearly~~ 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. As a global technology leader, we aspire to envision, invent, and shape a better, more future-ready world.

We offer solutions for every stage of the customer lifecycle so our customers can deliver an outstanding customer experience that adapts to their customers’ rapidly changing demands. Our proven solutions are built on 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.

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

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

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

Acquisition Activity

~~Impact~~

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 reduced travel, we are still conducting business as usual and are working with our customers to minimize any potential disruption. Additionally, we have begun to roll out our workplace of the future philosophy that supports work-life integration and employees' diverse needs, providing flexibility and personal choice so employees can do their best work from anywhere. We do not believe that our workplace philosophy and limited staffing in select office locations has 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 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 a result of COVID-19 related supply chain issues, our capital expenditures may increase in the short-term as we forward purchase IT related hardware and other supplies. As of September 30, 2021, we had approximately $225 million in cash, cash equivalents and short-term investments, and an additional $450 million available to borrow under our revolving credit facility.transactions. The comparable differences have been described below where relevant or significant.

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

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

Management Overview of Quarterly Results

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


	Quarter Ended						Quarter Ended
	September 30, 2021			September 30, 2020			June 30, 2022			June 30, 2021
Revenue	$	263,209		$	244,108		$	262,168		$	255,134
Transaction fees (1)		16,240			16,413			18,713			16,655
Operating Results:
Operating income	$	32,763		$	28,947		$	7,283		$	32,166
Operating income margin		12.4	%		11.9	%		2.8	%		12.6	%
Diluted EPS	$	0.50		$	0.42		$	0.17		$	0.60
Supplemental Data:
Restructuring and reorganization charges(2)	$	209		$	814		$	19,005		$	1,760
Executive transition costs ~~(2)~~		-			1,786			-			5
Acquisition-related costs:
Amortization of acquired intangible assets		3,213			3,051			3,956			2,618
Earn-out compensation								-			(2,521	)
Transaction-related costs		435			15			(39	)		623
Stock-based compensation (2)		4,945			4,500			6,535			5,138
Amortization of OID		794			751			-			784
Loss on acquisition of controlling interest (3)		6,180			-

(1)

Transaction fees are primarily comprised of interchange and other payment-related fees that we pay, in conjunction with the delivery of service to customers under our payment services contracts, 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.

(2)

~~Stock-based~~Restructuring and reorganization charges includes stock-based compensation, which is not included in the stock-based compensation line in the table above, ~~excludes amounts that have~~and depreciation, which has not been recorded ~~in restructuring and reorganization charges and executive transition costs.~~

~~(3)~~

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

Revenue. Revenue for the ~~third~~second quarter of ~~2021~~2022 was ~~$263.2~~$262.2 million, a ~~7.8%~~2.8% increase when compared to revenue of ~~$244.1~~$255.1 million for the ~~third~~second quarter of ~~2020. This~~2021. Over half of this year-over-year increase ~~can be primarily~~is due to the revenue generated from the 2021 acquired businesses, with the remaining amount attributed to the continued organic growth of our revenue management solutions.

Operating Results. Operating income for the ~~third~~second quarter of ~~2021~~2022 was ~~$32.8~~$7.3 million, or a ~~12.4%~~2.8% operating margin percentage, compared to ~~$28.9~~$32.2 million, or ~~an 11.9%~~a 12.6% operating margin percentage for the ~~third~~second quarter of ~~2020.~~2021. The ~~increase~~decrease in operating income can be ~~primarily~~mainly attributed to the ~~revenue growth~~$17.2 million increase in ~~2021.~~restructuring and reorganization charges, discussed below.

Diluted EPS. Diluted EPS for the ~~third~~second quarter of 2022 was $0.17 compared to $0.60 for the second quarter of 2021, ~~was $0.50 compared to $0.42 for the third quarter of 2020,~~ with the ~~increase~~decrease primarily ~~due~~attributed to the ~~increase in our~~lower operating results, discussed above. ~~EPS for the third quarter of 2021 was impacted by a $6.2 million non-cash loss recorded on obtaining a controlling interest in a pre-existing investment.~~

Cash and Cash Flows. As of ~~September~~June 30, ~~2021,~~2022, we had cash, cash equivalents and short-term investments of ~~$224.5~~$135.0 million, as compared to ~~$212.1~~$187.6 million as of ~~June 30, 2021~~March 31, 2022, and ~~$240.3~~$233.7 million as of December 31, ~~2020.~~2021. Our cash flows ~~from~~used in operating activities for the quarter ended ~~September~~June 30, ~~2021~~2022 were ~~$48.1 million.~~($7.7) million and were negatively impacted by unfavorable changes in working capital. See the Liquidity section below for further discussion of our cash flows.

Significant Customer Relationships

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

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


	Quarter Ended															Quarter Ended
	September 30, 2021					June 30, 2021					September 30, 2020					June 30, 2022					March 31, 2022					June 30, 2021
	Amount		% of Revenue			Amount		% of Revenue			Amount		% of Revenue			Amount		% of Revenue			Amount		% of Revenue			Amount		% of Revenue
Charter	$	55,332		21	%	$	55,102		22	%	$	53,202		22	%	$	53,173		20	%	$	52,069		20	%	$	55,102		22	%
Comcast		53,840		20	%		53,789		21	%		52,483		22	%		52,919		20	%		52,524		20	%		53,789		21	%

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


	As of
	September 30,			June 30,			December 31,			As of
	2021			2021			2020			June 30, 2022			March 31, 2022			December 31, 2021
Charter		22	%		24	%		20	%		23	%		20	%		23	%
Comcast		19	%		20	%		19	%		20	%		20	%		20	%

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

Charter.Charter is one of our significant customers representing approximately 21% of our revenue. On November 2, 2021, we entered into an amendment to our current agreement with Charter (the “Amended Agreement”). The Amended Agreement provides the framework for Charter to consolidate its residential and small and medium business internet, video, and landline voice customer accounts (“Customer Account(s)”) onto our Advanced Convergent Platform (“ACP”) solution. The key terms of the Amended Agreement are as follows:



The Amended Agreement is effective January 1, 2022, and extends our contractual relationship with Charter through December 31, 2027 (a six-year initial term). In addition, the Amended Agreement will automatically be extended for an additional one-year term, subject to Charter achieving certain conditional processing minimums on July 1, 2027, unless Charter provides us with written notice of non-renewal.



Consistent with the previous agreements, the fees to be generated under the Amended Agreement will be based primarily on monthly recurring charges for our revenue and customer management solutions and related services per Customer Account, and various other ancillary services based on actual usage. Certain of the per-unit fees include volume-based pricing tiers, and may be subject to annual price escalators.



The Amended Agreement contains modified pricing and a minimum commitment associated with the number of Customer Accounts that are to be processed on ACP which encompasses all subscribers receiving services. However, if Charter fails to achieve the minimum commitment by December 31, 2027, Charter will be obligated to pay a minimum commitment true-up, to be invoiced in January 2028. In order for Charter to meet the minimum commitment, Charter will need to convert additional Customer Accounts onto ACP. As such, the Amended Agreement outlines the estimated conversion and go-live for the remaining Customer Accounts not already on ACP, and includes incentives for the conversion of those additional Customer Accounts onto ACP.



~~We maintain the exclusive right to provide print and mail services to all current and future Customer Accounts through the term of the Amended Agreement.~~



The Amended Agreement contains certain rights and obligations of both parties, including the following key items: (i) the termination of the Agreement under certain conditions; (ii) various service level commitments; and (iii) remedies and limitation on liabilities associated with specified breaches of contractual obligations.

During the second and third quarters of 2021, Charter migrated approximately 300,000 and 800,000 Charter Customer Accounts, respectively, onto our ACP solution. As outlined in the Amended Agreement, Charter currently plans to migrate their remaining Customer Accounts onto ACP over an estimated twelve to eighteen months. The Amended Agreement is not expected to have a material impact to our 2021 results of operations.

The anticipated revenue impact from the Amended Agreement in both the near and long terms may vary depending on the actual number of Customer Accounts converting, the timing of such conversion and the actual level of products and services consumed by Charter and actual results may vary depending upon a variety of factors. We undertake no duty to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.

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: (i) ~~third~~second quarter of ~~2021~~2022 was ~~$263.2~~$262.2 million, a ~~7.8%~~2.8% increase when compared to ~~$244.1~~$255.1 million for the ~~third~~second quarter of ~~2020;~~2021; and (ii) ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 was ~~$771.5~~$526.6 million, a ~~5.7%~~3.6% increase when compared to ~~$730.0~~$508.3 million for the ~~nine~~six months ended ~~September~~June 30, ~~2020.~~2021. These year-over-year increases in revenue can be ~~primarily~~almost evenly attributed to the revenue generated from the businesses acquired in 2021 along with the continued growth of our revenue management solutions ~~and to a lesser degree, favorable foreign currency movements. Approximately 90% of the year-over-year increases in revenue can be attributed to organic growth~~ resulting mainly from increased professional services ~~revenues~~revenue related to implementation projects, increased ~~utilization of our managed services and interactive messaging solutions,~~payments volume, and conversions of customer accounts onto our solutions. In June 2022, we successfully converted approximately six million Charter customer accounts onto ACP.

We use the location of the customer as the basis of attributing revenue to individual countries. Revenue by geographic regions for the ~~third~~second quarters and ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 and ~~2020~~2021 was as follows (in thousands):


	Quarter Ended				Nine Months Ended				Quarter Ended				Six Months Ended
	September 30,				September 30,				June 30,				June 30,
	2021		2020		2021		2020		2022		2021		2022		2021
Americas (principally the U.S.)	$	223,057	$	210,864	$	658,064	$	637,787	$	222,309	$	217,355	$	445,269	$	435,007
Europe, Middle East, and Africa		30,770		23,429		82,995		66,595		28,981		27,458		60,542		52,225
Asia Pacific		9,382		9,815		30,403		25,664		10,878		10,321		20,757		21,021
Total revenue	$	263,209	$	244,108	$	771,462	$	730,046	$	262,168	$	255,134	$	526,568	$	508,253

Total Operating Expenses. Total operating expenses for the: (i) ~~third~~second quarter of ~~2021~~2022 were ~~$230.4~~$254.9 million, a ~~7.1%~~14.3% increase when compared to ~~$215.2~~$223.0 million for the ~~third~~second quarter of ~~2020;~~2021; and (ii) ~~nine~~six months ended ~~September~~June 30, ~~2021 was $675.2~~2022 were $502.9 million, a ~~4.2%~~13.1% increase when compared to ~~$648.2~~$444.7 million for the ~~nine~~six months ended ~~September~~June 30, ~~2020.~~2021. These increases can be mainly attributed to ~~employee-related~~increased restructuring and reorganization costs, ~~as we continue to grow~~discussed below, the ~~business, to include~~additional expenses incurred by the ~~costs associated with the recently~~2021 acquired businesses, ~~(see Note 5 to our Financial Statements),~~inflationary and to a lesser degree, unfavorable foreign currency movements. In addition, during the second quarter of 2020, we recorded an approximately $10 million impairment charge for the write-off of capitalized customer contract costssupply-chain pressures, increased staffing related to ~~a discontinued project implementation project.~~recently closed large deals and future projects, and increased travel expenses.

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

Cost of Revenue (Exclusive of Depreciation). The cost of revenue for the: (i) ~~third~~second quarter of ~~2021~~2022 was ~~$134.7~~$138.1 million, a ~~2.8%~~3.9% increase when compared to ~~$131.1~~$132.9 million for the ~~third~~second quarter of ~~2020;~~2021; and (ii) ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 was ~~$401.2~~$276.6 million, a ~~0.2%~~3.8% increase when compared to ~~$400.4~~$266.5 million for the ~~nine~~six months ended ~~September~~June 30, ~~2020. The~~2021. These increases in cost of revenue between periods are reflective of the increase in revenue year-over-year, and can be mainly attributed to higher employee-related costs, ~~reflective of~~including increased staffing from the growth of our business, to include our recent acquisition activity. As noted above, the nine months ended September 30, 2020 includes an approximately $10 million impairment charge incurred in the second quarter of 2020.2021 acquired businesses. Total cost of revenue as a percentage of revenue for the: (i) ~~third~~second quarters of 2022 and 2021 was 52.7% and ~~2020 were 51.2% and 53.7%~~52.1%, ~~respectively;~~respectively, and (ii) ~~nine~~six months ended ~~September~~June 30, 2022 and 2021 was 52.5% and ~~2020 were 52.0% and 54.9%~~52.4%, respectively.

R&D Expense (Exclusive of Depreciation). R&D expense for ~~the: (i) third~~the second quarter of ~~2021~~2022 was ~~$34.4~~$34.6 million, a ~~13.0%~~5.7% increase when compared to ~~$30.4~~$32.8 million for the ~~third~~second quarter of ~~2020;~~2021; and (ii) ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 was ~~$99.4~~$67.6 million, a ~~10.4%~~4.1% increase when compared to ~~$90.0~~$65.0 million for the ~~nine~~six months ended ~~September~~June 30, ~~2020. These~~2021, with the increases ~~in R&D expense can be~~ mainly attributed to ~~increased employee-related costs, to include personnel and the related costs previously assigned to cost of revenue projects being reassigned to R&D projects, and~~ the development ~~personnel~~activities of the acquired ~~with our recent acquisition activities.~~businesses. As a percentage of total revenue, R&D expense for ~~the third~~the: (i) second quarters of 2022 and 2021 was 13.2% and ~~2020 were 13.1%~~12.8%, respectively, and ~~12.5%~~(ii) six months ended June 30, 2022 and 2021 was 12.8%, ~~respectively.~~for both periods.

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

SG&A Expense (Exclusive of Depreciation). SG&A expense for the: (i) ~~third~~second quarter of ~~2021~~2022 was ~~$54.9~~$57.5 million, a ~~16.8%~~16.7% increase when compared to ~~$47.0~~$49.3 million for the ~~third~~second quarter of ~~2020;~~2021; and (ii) ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 was ~~$153.0~~$114.8 million, a ~~12.1%~~17.1% increase when compared to ~~$136.4~~$98.1 million for the ~~nine~~six months ended ~~September~~June 30, ~~2020. The~~2021. These increases in SG&A expense are ~~mainly~~primarily attributed to ~~the~~ increases in employee-related costs, ~~and is reflective of our growth strategy,~~ to include the SG&A ~~costs~~expense associated with ~~our recently~~the 2021 acquired businesses, wage inflation, increased travel expense, and increased investments in items such as ~~we continue to pursue organic~~cyber-security, ESG, and ~~inorganic growth opportunities.~~DE&I initiatives. Additionally, SG&A for the six months ended June 30, 2022 includes $1.3 million of executive transition costs. Our SG&A costs as a percentage of total revenue for the: (i) ~~third~~second quarters of 2022 and 2021 were 21.9% and ~~2020 were 20.9%~~19.3%, respectively; and (ii) six months ended June 30, 2022 and 2021 was 21.8% and 19.3%, respectively.

~~Depreciation.~~21

Restructuring and Reorganization Charges ~~Depreciation expense~~. Restructuring and reorganization charges for the: (i) ~~third~~second quarter of ~~2021 was $6.2~~2022 were $19.0 million, a ~~7.0%~~$17.2 million increase when compared to ~~$5.8~~$1.8 million for the ~~third~~second quarter of ~~2020;~~2021; and (ii) ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 was ~~$18.6~~$32.1 million, a ~~9.3%~~$29.3 million increase when compared to ~~$17.0~~$2.8 million for the ~~nine~~six months ended ~~September~~June 30, ~~2020. These increases can be primarily attributed~~2021. The restructuring and reorganization charges for the second quarter and six months ended June 30, 2022 relate mainly to the ~~expenditures on software, technology,~~following:

•

real estate restructuring charges to include impairment charges of $6.2 million and ~~security infrastructure, which generally have shorter depreciable lives.~~$17.3 million, respectively, and accelerated depreciation of $1.9 million and $2.4 million, respectively, as we continue to rationalize our real estate footprint to reflect our flexible work approach;

•

net impairment charges of $7.0 million recorded in the second quarter of 2022 related to the dissolution of CSG’s controlling interest in MobileCard, discussed above; and

•

reduction in workforce resulting in restructuring charges related to involuntary terminations of $2.2 million and $3.7 million, respectively, to include severance for the MobileCard employees.

See Note 6 to our Financial Statements for additional discussion.

Operating Income. Operating income for the: (i) ~~third~~second quarter of ~~2021~~2022 was ~~$32.8~~$7.3 million, or ~~12.4%~~2.8% of total revenue, compared to ~~$28.9~~$32.2 million, or ~~11.9%~~12.6% of total revenue for the ~~third~~second quarter of ~~2020,~~2021, and (ii) ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 was ~~$96.3~~$23.7 million or 4.5% of total revenue, compared to $63.5 million or 12.5% of total revenue ~~compared to $81.9 million or 11.2% of total revenue~~ for the ~~nine~~six months ended ~~September~~June 30, ~~2020.~~2021. The ~~increases~~decreases in operating income ~~between periods~~and operating income margin can be primarily attributed to the ~~revenue growth in~~increased restructuring and reorganization charges. Additionally, we are also seeing margin pressure from the dilutive impact of the 2021 ~~discussed above.~~acquired businesses, as well as general inflationary and supply-chain pressures, increased staffing related to recently closed large deals and future projects, and increased travel expenses.

~~Other, net.~~Loss on Derivative Liability Upon Debt Conversion. ~~During~~In March 2022, we settled our 2016 Convertible Notes for approximately $242 million in cash. As a result of the ~~third quarter~~conversion of ~~2021,~~the 2016 Convertible Notes, we ~~made an additional investment~~recognized a $7.5 million loss on a derivative liability related to the change in ~~MobileCard (see~~our stock price over the Observation Period prior to settlement. See Note 54 to our Financial Statements), resulting in a controlling interest of the company. Upon obtaining control of MobileCard, the fair value of our pre-existing equity investment was remeasured resulting in a $6.2 million non-cash loss as of the acquisition date.Statements for further discussion.

Income Tax Provision. The effective income tax rates for the ~~third~~second quarters and ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 and ~~2020~~2021 were as follows:

Quarter Ended

Nine Months Ended

September 30,

September 30,

2021

2020

2021

2020

28
%

40
%

28
%

31
%


Quarter Ended						Six Months Ended
June 30,						June 30,
2022			2021			2022			2021
	26	%		30	%		17	%		28	%

The ~~third quarter of 2020~~ effective income tax rate ~~reflects an adjustment~~ for the six months ended June 30, 2022 was impacted by the combination of lower net income for the period and a discrete tax ~~impact~~benefit related to the ~~Separation Agreement entered into~~vesting of restricted common stock during the first quarter ~~with our former President and CEO.~~

of 2022. Our estimated full year ~~2021~~2022 effective income tax rate is approximately ~~28%~~27%.

2322

Liquidity

Cash and Liquidity. As of ~~September~~June 30, ~~2021,~~2022, our principal sources of liquidity included cash, cash equivalents and short-term investments of ~~$224.5~~$135.0 million, as compared to ~~$212.1~~$187.6 million as of ~~June 30, 2021,~~March 31, 2022, and ~~$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.

During the third quarter of 2021, we refinanced our 2018 Credit Agreement which extended the term of the loan from March 2023 to September 2026. The 2021 Credit Agreement increased our liquidity and capital resources position by approximately $30 million. Additionally, asAs part of our 2021 Credit Agreement, we ~~expanded our~~have a $450 million senior secured revolving loan facility ~~the 2021 Revolver, from $200 million to $450 million.~~with a syndicate of financial institutions that expires in September 2026. As of ~~September~~June 30, ~~2021, there were no borrowings~~2022, we had $245.0 million outstanding on ~~the~~our 2021 Revolver. In July 2022 we borrowed an additional $15.0 million and currently have $190.0 million available to us. The 2021 Credit Agreement contains customary affirmative covenants and financial covenants. As of ~~September~~June 30, ~~2021,~~2022, and the date of this filing, we believe that we are in compliance with the provisions of the 2021 Credit Agreement.

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


	September 30,		December 31,		June 30,		December 31,
	2021		2020		2022		2021
Americas (principally the U.S.)	$	161,246	$	183,918	$	73,869	$	164,561
Europe, Middle East and Africa		37,431		47,513		52,182		56,368
Asia Pacific		25,863		8,866		8,984		12,743
Total cash, equivalents and short-term investments	$	224,540	$	240,297	$	135,035	$	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 ~~September~~June 30, ~~2021,~~2022, we had ~~$1.4~~$2.0 million of cash restricted as to use primarily to collateralize outstanding letters of credit included in our total cash, cash equivalents and short-term investments balance.

Additionally, as of ~~September~~June 30, ~~2021~~2022 and December 31, ~~2020,~~2021, we have ~~$158.9~~$213.5 million and ~~$166.0~~$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 ~~the~~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~~second 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:
2021:
March 31	$	49,273	$	(51,497	)	$	(2,224	)
June 30		42,930		1,523			44,453
September 30		42,417		3,663			46,080
2022:
March 31 (1)(2)									$	49,823	$	(55,372	)	$	(5,549	)
June 30 (2)(4)										37,550		(45,266	)		(7,716	)
Total	$	134,620	$	(46,311	)	$	88,309		$	87,373	$	(100,638	)	$	(13,265	)

2020:
March 31	$	52,938	$	(59,900	)	$	(6,962	)
2021:
March 31 (1)(3)									$	49,273	$	(51,497	)	$	(2,224	)
June 30		41,022		16,800			57,822			42,930		1,523			44,453
September 30		31,971		33,298			65,269
Total	$	125,931	$	(9,802	)	$	116,129		$	92,203	$	(49,974	)	$	42,229

(1)

Cash flows from operating activities for the first quarter of 2021 and the first and second quarters 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 for the first quarter of 2021, and $33 million and $26 million for the first and second quarters of 2020.

~~Additionally, cash~~ flows from operating activities for the first quarters of ~~2021~~2022 and ~~2020~~2021 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.

(2)

~~We believe the above table illustrates our ability to generate recurring quarterly cash~~

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

(3)

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

(4)

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

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 employee-related expenses), and generally over longer periods of time, do not significantly impact our cash flows from operations.

Significant fluctuations in key operating assets and liabilities between ~~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
June 30											241,682		(5,105	)		236,577		66

2021:
March 31	$	250,743	$	(3,718	)	$	247,025		70	$	250,743	$	(3,718	)	$	247,025		70
June 30		226,774		(3,546	)		223,228		68		226,774		(3,546	)		223,228		68
September 30		246,317		(3,157	)		243,160		65
2020:
March 31	$	264,601	$	(3,888	)	$	260,713		72
June 30		248,470		(4,057	)		244,413		73
September 30		228,847		(3,730	)		225,117		68

As of ~~September~~June 30, 2022 and 2021, approximately 94% and ~~2020, approximately 97% and 95%~~96%, respectively, of our billed accounts receivable balance were less than 60 days past due.

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

As a global provider of ~~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; (iii) the overall project status in certain situations in which we act as a subcontractor to another vendor on a project; or (iv) due to currency controls in certain foreign jurisdictions.

Accrued Employee Compensation

Accrued employee compensation ~~increased $6.8~~decreased $38.6 million to ~~$93.1~~$52.5 million as of ~~September~~June 30, ~~2021,~~2022, from ~~$86.3~~$91.1 million as of December 31, ~~2020,~~2021, due primarily to ~~accruals for~~the payment of the 2021 employee incentive compensation ~~and wages, offset by~~during the ~~payment~~first quarter of ~~the 2020 employee incentive compensation~~2022 that was fully accrued at December 31, ~~2020.~~

2021.

Income Taxes Payable/Receivable

Net income taxes payable/receivable (current and non-current) at ~~September~~June 30, ~~2021~~2022 was a net income taxes ~~payable~~receivable balance of ~~$0.7~~$14.9 million, compared to ~~a net income taxes payable balance of $6.9~~$2.0 million at December 31, 2020. This net of ~~$6.2~~$12.9 million change is primarily due to the timing of our estimated Federal and state income tax payments.

Cash Flows from Investing Activities. Our typical investing activities consist of purchases/sales of short-term investments and purchases of software, property and equipment, which are discussed below. During the nine months ended September 30, 2021, we made the following cash payments for acquisitions: (i) Tango for approximately $11 million, net of cash acquired; (ii) Kitewheel for approximately $34 million; and (iii) Keydok for approximately $1 million. We also made an investment in MobileCard of approximately $6 million. During the nine months ended September 30, 2020, we acquired Tekzenit, Inc. for approximately $10 million and made investments in MobileCard of $1.5 million. This activity is included in our cash flows from investing activities.

Purchases/Sales of Short-Term Investments

~~For~~During the ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 and ~~2020,~~2021, we purchased ~~$57.7 million~~zero and ~~$49.1~~$46.2 million, respectively, and sold (or had mature) ~~$80.1~~$26.8 million and ~~$37.7~~$49.4 million, respectively, of short-term investments. We continually evaluate the appropriate mix of our investment of excess cash balances between cash equivalents and short-term investments in order to maximize our investment returns and liquidity.

Purchases of Software, Property and Equipment

Our capital expenditures for the ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 and ~~2020~~2021 for software, property and equipment were ~~$22.5~~$19.6 million and ~~$24.2~~$15.2 million, respectively, and consisted principally of investments inin: (i) facilities and internal infrastructure items at our statement production and mailing facilities; (ii) computer hardware, software, ~~hardware,~~ 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 settlement and merchant reserve activity.

Cash Dividends Paid on Common Stock

During the ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 and ~~2020,~~2021, the Board approved dividends totaling ~~$24.5~~$17.1 million and ~~$23.2~~$16.4 million, respectively, and made dividend payments of ~~$24.7~~$17.2 million and ~~$23.4~~$16.7 million, respectively, through ~~September~~June 30, ~~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 ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 and ~~2020,~~2021, we repurchased approximately ~~438,000~~626,000 and ~~290,000~~295,000 shares of our common stock, respectively, under the guidelines of our Stock Repurchase Program for ~~$20.1~~$37.6 million and ~~$12.3~~$13.5 million, ~~respectively, and paid $20.2 million and $12.1 million, respectively, through September 30, 2021 and 2020, with the differences attributed to the timing of share settlement.~~respectively.

Outside of our Stock Repurchase Program, during the ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 and ~~2020,~~2021, we repurchased from our employees and then cancelled approximately ~~115,000~~125,000 and ~~163,000~~113,000 shares of our common stock, respectively, for ~~$5.4~~$7.9 million and ~~$7.8~~$5.3 million, respectively, in connection with minimum tax withholding requirements resulting from the vesting of restricted common stock under our stock incentive plans.

During the six months ended June 30, 2022 and 2021, we have paid $45.1 million and $18.8 million, respectively, for our total repurchases of common stock, with the differences when compared to the amounts accrued attributed to the timing of the settlement.

Long-term Debt

~~In September 2021, we refinanced our 2018 Credit Agreement and as a result, we repaid~~During the outstanding principal balance of $120.0 million and borrowed $150.0 million under the 2021 Credit Agreement, resulting in a net increase of available cash of $30.0 million. As part of the refinancing, we paid $3.0 million of deferred financing costs.

~~Additionally, during the nine~~six months ended ~~September~~June 30, ~~2021~~2022 and ~~2020,~~2021, we made principal repayments of ~~$126.6~~$3.8 million and ~~$7.5~~$6.6 million, respectively. Additionally, we borrowed $245.0 million 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 ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 and ~~2020,~~2021, we had net settlement and merchant reserve activity of ~~$7.7~~$26.8 million and ~~$47.6~~$24.0 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 ~~customers.~~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 67 to our Financial Statements for additional information on these guarantees.

2726

Capital Resources

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

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

•

Cash, Cash Equivalents and Short-term Investments. As of ~~September~~June 30, ~~2021,~~2022, we had cash, cash equivalents, and short-term investments of ~~$224.5~~$135.0 million, of which approximately ~~68%~~48% is in U.S. dollars and held in the U.S. Included in cash and cash equivalents is ~~$1.4~~$2.0 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.

•

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.~~needs, although we may experience quarterly variations in our cash flows from operations related to the changes in our operating assets and liabilities.

•

Revolving Credit Facility. ~~In September~~As part of our 2021 ~~we refinanced our 2018~~ Credit Agreement, ~~which includes~~we have a $450 million revolving loan facility, our 2021 Revolver. As of ~~September~~June 30, ~~2021,~~2022, we had ~~no borrowing~~$245 million outstanding on our 2021 ~~Revolver~~Revolver. In July 2022 we borrowed an additional $15.0 million and ~~had the entire $450~~currently have $190.0 million available to us. Our long-term debt obligations are discussed in more detail in Note 4 to our Financial Statements.

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

•

Common Stock Repurchases. We have made repurchases of our common stock in the past under our Stock Repurchase Program. As of ~~September~~June 30, ~~2021,~~2022, we had ~~3.9~~3.0 million shares authorized for repurchase remaining under our Stock Repurchase Program. Our 2021 Credit Agreement ~~may place~~places certain limitations on our ability to repurchase our common stock.

Under our Stock Repurchase Program, we may repurchase shares in the open market or in privately negotiated transactions, including through an accelerated stock repurchase plan or under a SEC Rule 10b5-1 plan. The actual timing and amount of share repurchases are dependent on the current market conditions and other business-related factors. Our common stock repurchases are discussed in more detail in Note 89 to our Financial Statements.

During the ~~nine~~six months ended ~~September~~June 30, ~~2021,~~2022, we repurchased approximately ~~438,000~~626,000 shares of our common stock for ~~$20.1~~$37.6 million (weighted-average price of ~~$46.04~~$59.99 per share).

Outside of our Stock Repurchase Program, during the ~~nine~~six months ended ~~September~~June 30, ~~2021,~~2022, we repurchased from our employees and then cancelled approximately ~~115,000~~125,000 shares of our common stock for ~~$5.4~~$7.9 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 former President and CEO which includes a commitment to pay additional compensation of approximately $7 million, for which approximately $5 million ~~will be~~was paid in ~~the fourth quarter of~~ 2021 and approximately $2 million ~~will be~~was paid in the first quarter of 2022.

•

Cash Dividends. During the ~~nine~~six months ended ~~September~~June 30, ~~2021,~~2022, the Board declared dividends totaling ~~$24.5~~$17.1 million. Going forward, we expect to pay cash dividends each year in March, June, September, and December, with the amount and timing subject to the Board’s approval.

•

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

The 2020 acquisition of Tekzenit ~~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 ~~September~~June 30, ~~2021,~~2022, we have ~~made no earn-out or qualified sales payments for this acquisition.~~

~~In May 2021, we acquired Tango, a leading supplier of convergent policy control and messaging solutions, for a~~$0.6 million accrued related to the contingent purchase price payments and have not accrued any amounts related to the post-acquisition compensation payments due to the uncertainty of ~~approximately $13 million, or approximately $11 million, net of cash acquired.~~payment.

~~These acquisitions were funded from currently available cash.~~ 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.

The Stock Warrants are discussed in more detail in Note 89 to our Financial Statements.

~~Our 2016 Convertible Notes will be convertible at~~ During the ~~option of the note holders during the period~~six months ended June 30, 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 ~~as a current liability in our Balance Sheet. If none~~for $242.3 million. As of ~~the notes are converted, called, or put, our debt interest cash outlay during the next twelve months for the~~June 30, 2022, there were no remaining 2016 Convertible Notes ~~will be $9.8 million of interest payments.~~outstanding.

Our 2021 Credit Agreement mandatory repayments for the next twelve months are $7.5 million and the cash interest expense (based upon then current interest rates) for the ~~next twelve months~~2021 Term Loan and 2021 Revolver (to include the additional $15.0 million that was borrowed in July 2022, assuming no further amounts are borrowed, and the amount is ~~$7.5~~not paid down) are $5.2 million and ~~$2.2~~$9.6 million, respectively. We have the ability to make prepayments without penalties on our 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 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.

Market risk is the potential loss arising from adverse changes in market rates and prices. As of ~~September~~June 30, ~~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.

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

A hypothetical adverse change of 10% in the ~~September~~June 30, ~~2021~~2022 adjusted LIBOR rate would not have had a material impact upon our results of operations.

Cash Equivalents and Short-term Investments. Our cash and cash equivalents as of ~~September~~June 30, ~~2021~~2022 and December 31, ~~2020~~2021 were ~~$195.4~~$133.8 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 ~~September~~June 30, ~~2021~~2022 and December 31, ~~2020~~2021 were ~~$29.2~~$1.3 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 ~~September~~June 30, ~~2021~~2022 and December 31, ~~2020,~~2021, we had ~~$158.9~~$213.5 million and ~~$166.0~~$186.3 million, respectively, of cash collected on behalf of our ~~customers.~~merchants. The cash is held in accounts with various major financial institutions in the U.S. and Canada in an amount equal to at least 100% of the aggregate amount owed to our ~~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 September 30, 2021, the fair value of the 2016 Convertible Notes was estimated at $237.8 million, using quoted market prices.

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

During the ~~nine~~six months ended ~~September~~June 30, ~~2021,~~2022, we generated approximately 87% of our revenue in U.S. dollars. We expect that, in the foreseeable future, we will continue to generate a very large percentage of our revenue in U.S. dollars.

As of ~~September~~June 30, ~~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):

A hypothetical adverse change of 10% in the ~~September~~June 30, ~~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 September 30, 2021.~~operations.

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

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

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

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

The following table presents information with respect to purchases of our common stock made during the ~~third~~second 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.

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

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

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


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


		Page No.

Part I - FINANCIAL INFORMATION

Item 1.	Condensed Consolidated Balance Sheets as of ~~September~~June 30, ~~2021~~2022 and December 31, ~~2020~~2021 (Unaudited)	3

	Condensed Consolidated Statements of Income for the Quarters and ~~Nine~~Six Months Ended ~~September~~June 30, ~~2021~~2022 and ~~2020~~2021 (Unaudited)	4

	Condensed Consolidated Statements of Comprehensive Income (Loss) for the Quarters and ~~Nine~~Six Months Ended ~~September~~June 30, ~~2021~~2022 and ~~2020~~2021 (Unaudited)	5

	Condensed Consolidated Statements of Stockholders’ Equity for the Quarters and ~~Nine~~Six Months Ended ~~September~~June 30, ~~2021~~2022 and ~~2020~~2021 (Unaudited)	6

	Condensed Consolidated Statements of Cash Flows for the ~~Nine~~Six Months Ended ~~September~~June 30, ~~2021~~2022 and ~~2020~~2021 (Unaudited)	87

	Notes to Condensed Consolidated Financial Statements (Unaudited)	98

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	1918

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	3029

Item 4.	Controls and Procedures	3130

Part II - OTHER INFORMATION

Item 1.	Legal Proceedings	3231

Item 1A.	Risk Factors	3231

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	3231

Item 6.	Exhibits	3231

	Index to Exhibits	3332

	Signatures	3433



January 1, 2021 balance	$	272,322
Goodwill acquired during period		42,417
Adjustments related to prior acquisitions		(45	)
Effects of changes in foreign currency exchange rates		(1,448	)
September 30, 2021 balance	$	313,246


January 1, 2022 balance	$	321,330
Adjustments related to prior acquisitions		(2,299	)
Impairment charge related to MobileCard Holdings, LLC		(7,211	)
Effects of changes in foreign currency exchange rates		(10,598	)
June 30, 2022 balance	$	301,222


	September 30, 2021							December 31, 2020
	Gross Carrying Amount		Accumulated Amortization			Net Amount		Gross Carrying Amount		Accumulated Amortization			Net Amount
Acquired customer contracts	$	166,634	$	(111,602	)	$	55,032	$	153,790	$	(105,778	)	$	48,012
Software		177,363		(148,667	)		28,696		166,289		(139,836	)		26,453
Total intangible assets	$	343,997	$	(260,269	)	$	83,728	$	320,079	$	(245,614	)	$	74,465


☒	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	☐


	June 30, 2022					December 31, 2021
	Monetary			Monetary		Monetary			Monetary
	Liabilities			Assets		Liabilities			Assets
Pounds sterling	$	(89	)	$	508	$	(4	)	$	1,829
Euro		(231	)		3,146		(297	)		2,702
U.S. Dollar		(356	)		29,934		(541	)		30,212
South African Rand		-			1,374		(95	)		3,631
Other		(3	)		590		(10	)		976
Totals	$	(679	)	$	35,552	$	(947	)	$	39,350


Period	Total Number of Shares Purchased (1) (2)		Average Price Paid Per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (2)		Maximum Number (or Approximate Dollar Value) of Shares that May Yet Be Purchased Under the Plan or Programs (2)
July 1 - July 31		54,840	$	45.89		54,700		3,987,817
August 1 - August 31		46,955		46.52		44,900		3,942,917
September 1 - September 30		43,400		47.86		43,400		3,899,517
Total		145,195	$	46.68		143,000


Exhibit Number		Description

~~4.60~~10.26BB*		$600.0 million Amended and Restated Credit Agreement dated September 13, 2021, among CSG Systems International, Inc., as Borrower, the Subsidiary Guarantors Party Hereto, Bank of America, N.A., as Administrative Agent, Collateral Agent, Swingline Lender and an Issuing Bank, Wells Fargo Bank, National Association, as Syndication Agent, BBVA, USA and U.S. Bank National Association, as Co-Documentation Agents, the Lenders Party Hereto, and the Other Issuing Banks Party Hereto BofA Securities, Inc. and Wells Fargo Securities, LLC, as Joint Lead Arrangers and Joint Bookrunners
10.26AV*		~~Fifty-Fifth~~Sixty-Fifth Amendment to Consolidated CSG Master Subscriber Management System Agreement between CSG Systems, Inc. and Charter Communications Operating, ~~LLC~~
10.27I*		~~Seventh Amendment to the CSG Master Subscriber Management System Agreement between CSG Systems, Inc. and Comcast Cable Communications Management, LLC~~
10.27J*		~~Ninth Amendment to the CSG Master Subscriber Management System Agreement between CSG Systems, Inc. and Comcast Cable Communications Management,~~ LLC
31.01		Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.02		Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.01		Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
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