UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 or 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): May 1, 2024
CSG SYSTEMS INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
Delaware |
|
0-27512 |
|
47-0783182 |
(State or other jurisdiction of incorporation) |
|
(Commission File Number) |
|
(IRS Employer Identification No.) |
169 Inverness Dr W, Suite 300, Englewood, CO |
|
80112 |
||
(Address of principal executive offices) |
|
(Zip Code) |
Registrant’s telephone number, including area code: (303) 200-2000
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):
☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
Common Stock, Par Value $0.01 Per Share |
|
CSGS |
|
NASDAQ Stock Market LLC. |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐
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. ☐
Item 2.02. Results of Operations and Financial Condition.
The following information is furnished pursuant to Item 2.02 (Results of Operations and Financial Condition). This information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
On May 1, 2024, CSG Systems International, Inc. (“CSG”) issued a press release relating to the results of its operations for the quarter ended March 31, 2024. A copy of such press release is attached to this Form 8-K as Exhibit 99.1 and hereby incorporated by reference.
In the attached press release, CSG makes reference to non-GAAP financial measures. Non-GAAP financial measures are not measures of performance under GAAP, and therefore should not be considered in isolation or as a substitute for GAAP financial information. There are limitations with the use of non-GAAP financial measures since they are not based on any comprehensive set of accounting rules or principles, and the way in which CSG calculates non-GAAP financial measures may differ from the way in which other companies calculate similar non-GAAP financial measures. A more detailed discussion of CSG’s use of non-GAAP financial measures, to include reconciliations of the non-GAAP financial measures to the comparable GAAP financial measures, is contained in the attached press release and is posted to the Company’s website at www.csgi.com.
9.01. Financial Statements and Exhibits.
(d) Exhibits
99.1 |
|
Press release of CSG Systems International, Inc. dated May 1, 2024 |
104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
1
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|
|
|
CSG SYSTEMS INTERNATIONAL, INC. |
|
|
|
|
Date: |
May 1, 2024 |
By: |
/s/ Lori J. Szwanek |
|
|
|
Lori J. Szwanek |
FOR IMMEDIATE RELEASE
PRESS RELEASE
CSG SYSTEMS INTERNATIONAL REPORTS
FIRST QUARTER 2024 RESULTS
Confirming All 2024 Financial Guidance Targets
Revenue Coming from Industry Verticals Outside of CSPs Exceeds 30% for the First Time
Returned Over $160 Million to Shareholders in the Last Twelve Months, including $19 Million in Q1
Continued Strong Sales Performance with Many Key Wins in Q1, including MTN and Banglalink
DENVER--(May 1, 2024) — CSG (NASDAQ: CSGS) today reported results for the quarter ended March 31, 2024.
Financial Results:
First quarter 2024 financial results:
Shareholder Returns:
“Team CSG got off to a good start in the first quarter. For the first time in CSG’s history, 30% of our revenue is coming from industry verticals outside of the Communication Service Providers (“CSPs”) space. For context, we generated only 7% of our revenue from these other industry verticals in 2017,” said Brian Shepherd, President and Chief Executive Officer of CSG. “From a financial perspective, we are pleased to confirm all 2024 financial guidance targets. Plus, we continue to return capital to shareholders in the form of buybacks and dividends, having delivered over $160 million in shareholder remuneration over the last twelve months.”
CSG Systems International, Inc.
May 1, 2024
Page 2
Financial Overview (unaudited)
(in thousands, except per share amounts and percentages):
|
|
Quarter Ended March 31, |
|
|
|||||||||
|
|
|
|
|
|
|
|
|
|
Percent |
|
|
|
|
|
2024 |
|
|
2023 |
|
|
Changed |
|
|
|||
GAAP Results: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue |
|
$ |
295,135 |
|
|
$ |
298,739 |
|
|
|
(1.2 |
%) |
|
Operating Income |
|
|
31,797 |
|
|
|
38,193 |
|
|
|
(16.7 |
%) |
|
Operating Margin Percentage |
|
|
10.8 |
% |
|
|
12.8 |
% |
|
|
|
|
|
EPS |
|
$ |
0.68 |
|
|
$ |
0.68 |
|
|
|
- |
|
|
Non-GAAP Results: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating Income |
|
$ |
44,868 |
|
|
$ |
53,511 |
|
|
|
(16.2 |
%) |
|
Adjusted Operating Margin Percentage |
|
|
16.6 |
% |
|
|
19.3 |
% |
|
|
|
|
|
EPS |
|
$ |
1.01 |
|
|
$ |
1.04 |
|
|
|
(2.9 |
%) |
|
For additional information and reconciliations regarding CSG’s use of non-GAAP financial measures, please refer to the attached Exhibit 2 and the Investor Relations section of CSG’s website at csgi.com.
Results of Operations
GAAP Results: Total revenue for the first quarter of 2024 was $295.1 million, a 1.2% decrease when compared to revenue of $298.7 million for the first quarter of 2023. The decrease in revenue is primarily attributed to lower software and services revenue, resulting from the closure of approximately $10 million of software license upgrades in the first quarter of 2023. This was offset to a certain degree by the continued growth of CSG’s cloud revenue, to include its payments solutions.
GAAP operating income for the first quarter of 2024 was $31.8 million, or 10.8% of total revenue, compared to $38.2 million, or 12.8% of total revenue, for the first quarter of 2023. The decrease in operating income is mainly attributed to the higher software and services revenue recognized in the first quarter of 2023, discussed above, as the costs associated with this revenue is not generally dependent upon on the timing of the deal closure, offset to a certain degree by lower restructuring and reorganization charges.
GAAP EPS for the first quarter of 2024 was $0.68, consistent with the first quarter of 2023, with the first quarter of 2024 benefiting primarily from foreign currency movements and a lower share count.
Non-GAAP Results: Non-GAAP operating income for the first quarter of 2024 was $44.9 million, or a non-GAAP adjusted operating margin of 16.6%, compared to $53.5 million, or a non-GAAP adjusted operating margin of 19.3% for the first quarter of 2023. The decrease in non-GAAP operating income and non-GAAP adjusted operating margin is mainly attributed to the higher software and services revenue recognized in the first quarter of 2023, discussed above.
Non-GAAP EPS for the first quarter of 2024 was $1.01 compared to $1.04 for the first quarter of 2023. The decrease in non-GAAP EPS is mainly due to the lower non-GAAP operating income, partially offset by foreign currency movements and a lower share count.
CSG Systems International, Inc.
May 1, 2024
Page 3
Balance Sheet and Cash Flows
Cash and cash equivalents as of March 31, 2024 were $120.8 million compared to $186.3 million as of December 31, 2023. CSG had net cash flows provided by (used in) operations for the first quarters ended March 31, 2024 and 2023 of ($29.4) million and $15.4 million, respectively, and had non-GAAP free cash flow (deficit) of ($34.1) million and $6.7 million, respectively. Cash flows for the first quarter of 2024 were negatively impacted by unfavorable working capital changes, to include the payment of 2023 accrued employee incentive compensation.
Summary of Financial Guidance
CSG is reaffirming its financial guidance for the full year 2024, as follows:
|
|
As of May 1, 2024 |
GAAP Measures: |
|
|
Revenue |
|
$1,200 - $1,240 million |
Non-GAAP Measures: |
|
|
Adjusted Operating Margin Percentage |
|
17.0% - 17.4% |
EPS |
|
$3.85 - $4.15 |
Adjusted EBITDA |
|
$245 - $255 million |
Free Cash Flow |
|
$95 - $135 million |
For additional information and reconciliations regarding CSG’s use of non-GAAP financial measures, please refer to the attached Exhibit 2 and the Investor Relations section of CSG’s website at csgi.com.
Conference Call
CSG will host a conference call on Wednesday, May 1, 2024 at 5:00 p.m. ET, to discuss CSG’s first quarter of 2024 earnings results. The call will be carried live and archived on the Internet. A link to the conference call is available at http://ir.csgi.com. In addition, to reach the conference by phone, call 1-888-412-4131 and use the passcode 2327393.
Additional Information
For information about CSG, please visit CSG’s web site at csgi.com. Additional information can be found in the Investor Relations section of the website.
About CSG
CSG empowers companies to build unforgettable experiences, making it easier for people and businesses to connect with, use and pay for the services they value most. Our customer experience, billing and payments solutions help companies of any size make money and make a difference. With our SaaS solutions, company leaders can take control of their future and tap into guidance along the way from our fiercely committed and forward-thinking CSGers around the world.
Want to be future-ready and a change-maker like the global brands that trust CSG? Visit csgi.com to learn more.
CSG Systems International, Inc.
May 1, 2024
Page 4
Forward-Looking Statements
This news release contains forward-looking statements as defined under the Securities Act of 1933, as amended, that are based on assumptions about a number of important factors and involve risks and uncertainties that could cause actual results to differ materially from what appears in this news release. Some of these key factors include, but are not limited to the following items:
• CSG derives a significant portion of its revenue from a limited number of customers, with approximately forty percent of its revenue from its two largest customers;
• Fluctuations in credit market conditions, general global economic and political conditions, and foreign currency exchange rates;
• CSG’s ability to maintain a reliable, secure computing environment;
• Continued market acceptance of CSG’s products and services;
• CSG’s ability to continuously develop and enhance products in a timely, cost-effective, technically advanced and competitive manner;
• CSG’s ability to deliver its solutions in a timely fashion within budget, particularly large and complex software implementations;
• CSG’s dependency on the global telecommunications industry, and in particular, the North American telecommunications industry;
• CSG’s ability to meet its financial expectations;
• Increasing competition in CSG’s market from companies of greater size and with broader presence;
• CSG’s ability to successfully integrate and manage acquired businesses or assets to achieve expected strategic, operating and financial goals;
• CSG’s ability to protect its intellectual property rights;
• CSG’s ability to conduct business in the international marketplace;
• CSG’s ability to comply with applicable U.S. and International laws and regulations; and
• CSG’s business may be disrupted, and its results of operations and cash flows adversely affected by a global pandemic.
This list is not exhaustive, and readers are encouraged to review the additional risks and important factors described in CSG’s reports on Forms 10-K and 10-Q and other filings made with the SEC.
For more information, contact:
John Rea, Investor Relations
(210) 687-4409
E-mail: john.rea@csgi.com
CSG Systems International, Inc.
May 1, 2024
Page 5
CSG SYSTEMS INTERNATIONAL, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS-UNAUDITED
(in thousands)
|
|
March 31, 2024 |
|
|
December 31, 2023 |
|
||
ASSETS |
|
|
|
|
|
|
|
|
Current assets: |
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
$ |
120,810 |
|
|
$ |
186,264 |
|
Settlement and merchant reserve assets |
|
|
192,962 |
|
|
|
274,699 |
|
Trade accounts receivable: |
|
|
|
|
|
|
|
|
Billed, net of allowance of $5,692 and $5,432 |
|
|
275,359 |
|
|
|
267,680 |
|
Unbilled |
|
|
84,347 |
|
|
|
82,163 |
|
Income taxes receivable |
|
|
2,364 |
|
|
|
1,345 |
|
Other current assets |
|
|
57,960 |
|
|
|
50,075 |
|
Total current assets |
|
|
733,802 |
|
|
|
862,226 |
|
Non-current assets: |
|
|
|
|
|
|
|
|
Property and equipment, net of depreciation of $126,435 and $121,816 |
|
|
60,834 |
|
|
|
65,545 |
|
Operating lease right-of-use assets |
|
|
31,472 |
|
|
|
34,283 |
|
Software, net of amortization of $160,580 and $157,601 |
|
|
13,406 |
|
|
|
14,224 |
|
Goodwill |
|
|
306,581 |
|
|
|
308,596 |
|
Acquired customer contracts, net of amortization of $127,773 and $126,469 |
|
|
33,477 |
|
|
|
35,879 |
|
Customer contract costs, net of amortization of $39,539 and $42,094 |
|
|
54,535 |
|
|
|
54,421 |
|
Deferred income taxes |
|
|
49,552 |
|
|
|
57,855 |
|
Other assets |
|
|
9,293 |
|
|
|
10,017 |
|
Total non-current assets |
|
|
559,150 |
|
|
|
580,820 |
|
Total assets |
|
$ |
1,292,952 |
|
|
$ |
1,443,046 |
|
LIABILITIES AND STOCKHOLDERS’ EQUITY |
|
|
|
|
|
|
|
|
Current liabilities: |
|
|
|
|
|
|
|
|
Current portion of long-term debt |
|
$ |
7,500 |
|
|
$ |
7,500 |
|
Operating lease liabilities |
|
|
15,400 |
|
|
|
15,946 |
|
Customer deposits |
|
|
36,967 |
|
|
|
41,035 |
|
Trade accounts payable |
|
|
43,768 |
|
|
|
46,406 |
|
Accrued employee compensation |
|
|
44,006 |
|
|
|
84,380 |
|
Settlement and merchant reserve liabilities |
|
|
191,498 |
|
|
|
273,817 |
|
Deferred revenue |
|
|
56,404 |
|
|
|
54,199 |
|
Income taxes payable |
|
|
1,886 |
|
|
|
4,104 |
|
Other current liabilities |
|
|
23,738 |
|
|
|
33,449 |
|
Total current liabilities |
|
|
421,167 |
|
|
|
560,836 |
|
Non-current liabilities: |
|
|
|
|
|
|
|
|
Long-term debt, net of unamortized discounts of $14,764 and $15,628 |
|
|
533,986 |
|
|
|
534,997 |
|
Operating lease liabilities |
|
|
31,099 |
|
|
|
34,360 |
|
Deferred revenue |
|
|
23,382 |
|
|
|
23,447 |
|
Income taxes payable |
|
|
3,117 |
|
|
|
3,041 |
|
Deferred income taxes |
|
|
124 |
|
|
|
123 |
|
Other non-current liabilities |
|
|
10,737 |
|
|
|
12,916 |
|
Total non-current liabilities |
|
|
602,445 |
|
|
|
608,884 |
|
Total liabilities |
|
|
1,023,612 |
|
|
|
1,169,720 |
|
Stockholders’ equity: |
|
|
|
|
|
|
|
|
Preferred stock, par value $.01 per share; 10,000 shares authorized; zero shares issued and outstanding |
|
|
- |
|
|
|
- |
|
Common stock, par value $.01 per share; 100,000 shares authorized; 29,779 and 29,541 shares outstanding |
|
|
717 |
|
|
|
713 |
|
Additional paid-in capital |
|
|
491,005 |
|
|
|
490,947 |
|
Treasury stock, at cost; 40,583 and 40,398 shares |
|
|
(1,145,738 |
) |
|
|
(1,136,055 |
) |
Accumulated other comprehensive income (loss): |
|
|
|
|
|
|
|
|
Unrealized gain on short-term investments, net of tax |
|
|
- |
|
|
|
1 |
|
Cumulative foreign currency translation adjustments |
|
|
(55,388 |
) |
|
|
(50,414 |
) |
Accumulated earnings |
|
|
978,744 |
|
|
|
968,134 |
|
Total stockholders' equity |
|
|
269,340 |
|
|
|
273,326 |
|
Total liabilities and stockholders' equity |
|
$ |
1,292,952 |
|
|
$ |
1,443,046 |
|
CSG Systems International, Inc.
May 1, 2024
Page 6
CSG SYSTEMS INTERNATIONAL, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME-UNAUDITED
(in thousands, except per share amounts)
|
Quarter Ended |
|
|
|||||
|
March 31, 2024 |
|
|
March 31, 2023 |
|
|
||
Revenue |
$ |
295,135 |
|
|
$ |
298,739 |
|
|
|
|
|
|
|
|
|
|
|
Cost of revenue (exclusive of depreciation, shown separately below) |
|
157,887 |
|
|
|
155,021 |
|
|
Other operating expenses: |
|
|
|
|
|
|
|
|
Research and development |
|
36,095 |
|
|
|
35,464 |
|
|
Selling, general and administrative |
|
61,722 |
|
|
|
59,147 |
|
|
Depreciation |
|
5,636 |
|
|
|
5,720 |
|
|
Restructuring and reorganization charges |
|
1,998 |
|
|
|
5,194 |
|
|
Total operating expenses |
|
263,338 |
|
|
|
260,546 |
|
|
Operating income |
|
31,797 |
|
|
|
38,193 |
|
|
Other income (expense): |
|
|
|
|
|
|
|
|
Interest expense |
|
(7,506 |
) |
|
|
(7,219 |
) |
|
Interest income |
|
2,616 |
|
|
|
569 |
|
|
Other, net |
|
558 |
|
|
|
(2,432 |
) |
|
Total other |
|
(4,332 |
) |
|
|
(9,082 |
) |
|
Income before income taxes |
|
27,465 |
|
|
|
29,111 |
|
|
Income tax provision |
|
(7,998 |
) |
|
|
(8,183 |
) |
|
Net income |
$ |
19,467 |
|
|
$ |
20,928 |
|
|
|
|
|
|
|
|
|
|
|
Weighted-average shares outstanding: |
|
|
|
|
|
|
|
|
Basic |
|
28,516 |
|
|
|
30,418 |
|
|
Diluted |
|
28,797 |
|
|
|
30,609 |
|
|
|
|
|
|
|
|
|
|
|
Earnings per common share: |
|
|
|
|
|
|
|
|
Basic |
$ |
0.68 |
|
|
$ |
0.69 |
|
|
Diluted |
|
0.68 |
|
|
|
0.68 |
|
|
CSG Systems International, Inc.
May 1, 2024
Page 7
CSG SYSTEMS INTERNATIONAL, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS-UNAUDITED
(in thousands)
|
Quarter Ended |
|
|
|||||
|
March 31, 2024 |
|
|
March 31, 2023 |
|
|
||
Cash flows from operating activities: |
|
|
|
|
|
|
|
|
Net income |
$ |
19,467 |
|
|
$ |
20,928 |
|
|
Adjustments to reconcile net income to net cash provided by (used in) operating activities- |
|
|
|
|
|
|
|
|
Depreciation |
|
5,636 |
|
|
|
5,757 |
|
|
Amortization |
|
11,309 |
|
|
|
11,471 |
|
|
Asset impairment |
|
- |
|
|
|
1,595 |
|
|
Gain on lease modifications |
|
- |
|
|
|
(125 |
) |
|
Unrealized foreign currency transaction (gain) loss, net |
|
(352 |
) |
|
|
41 |
|
|
Deferred income taxes |
|
7,859 |
|
|
|
4,079 |
|
|
Stock-based compensation |
|
7,736 |
|
|
|
6,412 |
|
|
Subtotal |
|
51,655 |
|
|
|
50,158 |
|
|
Changes in operating assets and liabilities, net of acquired amounts: |
|
|
|
|
|
|
|
|
Trade accounts receivable, net |
|
(10,959 |
) |
|
|
(1,825 |
) |
|
Other current and non-current assets and liabilities |
|
(9,827 |
) |
|
|
(6,871 |
) |
|
Income taxes payable/receivable |
|
(3,158 |
) |
|
|
1,647 |
|
|
Trade accounts payable and accrued liabilities |
|
(59,581 |
) |
|
|
(36,071 |
) |
|
Deferred revenue |
|
2,519 |
|
|
|
8,359 |
|
|
Net cash provided by (used in) operating activities |
|
(29,351 |
) |
|
|
15,397 |
|
|
|
|
|
|
|
|
|
|
|
Cash flows from investing activities: |
|
|
|
|
|
|
|
|
Purchases of software, property, and equipment |
|
(4,774 |
) |
|
|
(8,700 |
) |
|
Proceeds from sale/maturity of short-term investments |
|
- |
|
|
|
71 |
|
|
Net cash used in investing activities |
|
(4,774 |
) |
|
|
(8,629 |
) |
|
|
|
|
|
|
|
|
|
|
Cash flows from financing activities: |
|
|
|
|
|
|
|
|
Proceeds from issuance of common stock |
|
866 |
|
|
|
893 |
|
|
Payment of cash dividends |
|
(9,463 |
) |
|
|
(9,088 |
) |
|
Repurchase of common stock |
|
(17,973 |
) |
|
|
(9,306 |
) |
|
Deferred acquisition payments |
|
(488 |
) |
|
|
(274 |
) |
|
Proceeds from long-term debt |
|
- |
|
|
|
30,000 |
|
|
Payments on long-term debt |
|
(1,875 |
) |
|
|
(1,875 |
) |
|
Settlement and merchant reserve activity |
|
(82,212 |
) |
|
|
(61,482 |
) |
|
Net cash used in financing activities |
|
(111,145 |
) |
|
|
(51,132 |
) |
|
Effect of exchange rate fluctuations on cash, cash equivalents, and restricted cash |
|
(1,962 |
) |
|
|
327 |
|
|
|
|
|
|
|
|
|
|
|
Net decrease in cash, cash equivalents, and restricted cash |
|
(147,232 |
) |
|
|
(44,037 |
) |
|
|
|
|
|
|
|
|
|
|
Cash, cash equivalents, and restricted cash, beginning of period |
|
463,876 |
|
|
|
389,018 |
|
|
Cash, cash equivalents, and restricted cash, end of period |
$ |
316,644 |
|
|
$ |
344,981 |
|
|
|
|
|
|
|
|
|
|
|
Supplemental disclosures of cash flow information: |
|
|
|
|
|
|
|
|
Cash paid during the period for- |
|
|
|
|
|
|
|
|
Interest |
$ |
10,898 |
|
|
$ |
7,005 |
|
|
Income taxes |
|
3,288 |
|
|
|
2,211 |
|
|
|
|
|
|
|
|
|
|
|
Reconciliation of cash, cash equivalents, and restricted cash: |
|
|
|
|
|
|
|
|
Cash and cash equivalents |
$ |
120,810 |
|
|
$ |
167,681 |
|
|
Settlement and merchant reserve assets |
|
192,962 |
|
|
|
177,300 |
|
|
Restricted cash included in current and non-current assets |
|
2,872 |
|
|
|
- |
|
|
Total cash, cash equivalents, and restricted cash |
$ |
316,644 |
|
|
$ |
344,981 |
|
|
CSG Systems International, Inc.
May 1, 2024
Page 8
EXHIBIT 1
CSG SYSTEMS INTERNATIONAL, INC.
SUPPLEMENTAL REVENUE ANALYSIS
Revenue by Significant Customers: 10% or more of Revenue
|
|
Quarter Ended |
|
|
Quarter Ended |
|
|
Quarter Ended |
|
|||||||||||||||
|
|
March 31, 2024 |
|
|
December 31, 2023 |
|
|
March 31, 2023 |
|
|||||||||||||||
|
|
Amount |
|
|
% of Revenue |
|
|
Amount |
|
|
% of Revenue |
|
|
Amount |
|
|
% of Revenue |
|
||||||
Charter |
|
$ |
60,849 |
|
|
|
21 |
% |
|
$ |
60,128 |
|
|
|
20 |
% |
|
$ |
61,532 |
|
|
|
21 |
% |
Comcast |
|
|
52,804 |
|
|
|
18 |
% |
|
|
54,651 |
|
|
|
18 |
% |
|
|
53,415 |
|
|
|
18 |
% |
Revenue by Vertical
|
|
Quarter Ended |
|
Quarter Ended |
|
Quarter Ended |
|
|
|
March 31, 2024 |
|
December 31, 2023 |
|
March 31, 2023 |
|
Broadband/Cable/Satellite |
|
51 |
% |
51 |
% |
52 |
% |
Telecommunications |
|
19 |
% |
21 |
% |
20 |
% |
All other |
|
30 |
% |
28 |
% |
28 |
% |
Total revenue |
|
100 |
% |
100 |
% |
100 |
% |
Revenue by Geography
|
|
Quarter Ended |
|
Quarter Ended |
|
Quarter Ended |
|
|
|
March 31, 2024 |
|
December 31, 2023 |
|
March 31, 2023 |
|
Americas |
|
86 |
% |
85 |
% |
84 |
% |
Europe, Middle East and Africa |
|
9 |
% |
10 |
% |
12 |
% |
Asia Pacific |
|
5 |
% |
5 |
% |
4 |
% |
Total revenue |
|
100 |
% |
100 |
% |
100 |
% |
CSG Systems International, Inc.
May 1, 2024
Page 9
EXHIBIT 2
CSG SYSTEMS INTERNATIONAL, INC.
DISCLOSURES FOR NON-GAAP FINANCIAL MEASURES
Use of Non-GAAP Financial Measures and Limitations
To supplement its condensed consolidated financial statements presented in accordance with generally accepted accounting principles (GAAP), CSG uses non-GAAP operating income, non-GAAP adjusted operating margin percentage, non-GAAP EPS, non-GAAP adjusted EBITDA, and non-GAAP free cash flow. CSG believes that these non-GAAP financial measures, when reviewed in conjunction with its GAAP financial measures, provide investors with greater transparency to the information used by CSG’s management in its financial and operational decision making. CSG uses these non-GAAP financial measures for the following purposes:
• Certain internal financial planning, reporting, and analysis;
• Forecasting and budgeting;
• Certain management compensation incentives; and
• Communications with CSG’s Board of Directors, stockholders, financial analysts, and investors.
These non-GAAP financial measures are provided with the intent of providing investors with the following information:
• A more complete understanding of CSG’s underlying operational results, trends, and cash generating capabilities;
• Consistency and comparability with CSG’s historical financial results; and
• Comparability to similar companies, many of which present similar non-GAAP financial measures to investors.
Non-GAAP financial measures are not measures of performance under GAAP, and therefore should not be considered in isolation or as a substitute for GAAP financial information. Limitations with the use of non-GAAP financial measures include the following items:
• Non-GAAP financial measures are not based on any comprehensive set of accounting rules or principles;
• The way in which CSG calculates non-GAAP financial measures may differ from the way in which other companies calculate similar non-GAAP financial measures;
• Non-GAAP financial measures do not include all items of income and expense that affect CSG’s operations and that are required by GAAP to be included in financial statements;
• Certain adjustments to CSG’s non-GAAP financial measures result in the exclusion of items that are recurring and will be reflected in CSG’s financial statements in future periods; and
• Certain charges excluded from CSG’s non-GAAP financial measures are cash expenses, and therefore do impact CSG’s cash position.
CSG compensates for these limitations by relying primarily on its GAAP results and using non-GAAP financial measures as a supplement only. Additionally, CSG provides specific information regarding the treatment of GAAP amounts considered in preparing the non-GAAP financial measures and reconciles each n on-GAAP financial measure to the most directly comparable GAAP measure.
CSG Systems International, Inc.
May 1, 2024
Page 10
Non-GAAP Financial Measures: Basis of Presentation
The table below outlines the exclusions from CSG’s non-GAAP financial measures:
Non-GAAP Exclusions |
|
Operating Income |
|
Adjusted Operating Margin Percentage |
|
EPS |
Transaction fees |
|
— |
|
X |
|
— |
Restructuring and reorganization charges |
|
X |
|
X |
|
X |
Executive transition costs |
|
X |
|
X |
|
X |
Acquisition-related expenses: |
|
|
|
|
|
|
Amortization of acquired intangible assets |
|
X |
|
X |
|
X |
Transaction-related costs |
|
X |
|
X |
|
X |
Stock-based compensation |
|
X |
|
X |
|
X |
Gain (loss) on debt extinguishment/conversion |
|
— |
|
— |
|
X |
Gain (loss) on acquisitions or dispositions |
|
— |
|
— |
|
X |
Unusual income tax matters |
|
— |
|
— |
|
X |
CSG believes that excluding certain items in calculating its non-GAAP financial measures provides meaningful supplemental information regarding CSG’s performance and these items are excluded for the following reasons:
CSG Systems International, Inc.
May 1, 2024
Page 11
• Acquisition-related expenses include amortization of acquired intangible assets and transaction-related costs, to include earn-out compensation. Transaction-related costs, which typically include expenses related to legal, accounting, and other professional services, are direct and incremental expenses related to business acquisitions, and thus, are not considered reflective of CSG’s recurring business operating results. The total amount of acquisition-related expenses can vary significantly between periods based on the number and size of acquisition activities, previously acquired intangible assets becoming fully amortized, and ultimate realization of earn-out compensation. In addition, the timing of these expenses may not directly correlate with underlying performance of the CSG’s operations. Therefore, the exclusion of acquisition-related expenses in calculating CSG’s non-GAAP financial measures allows management and investors an additional means to compare CSG’s current financial results with historical and future periods.
• Stock-based compensation results from CSG’s issuance of equity awards to its employees under incentive compensation programs. The amount of this incentive compensation in any period is not generally linked to the level of performance by employees or CSG. The exclusion of these expenses in calculating CSG’s non-GAAP financial measures allows management and investors an additional means to evaluate the non-cash expense related to compensation included in CSG’s results of operations, and therefore, the exclusion of this item allows investors to further evaluate the cash generating capabilities of CSG’s business.
CSG Systems International, Inc.
May 1, 2024
Page 12
Management believes non-GAAP adjusted EBITDA is a useful measure to investors in evaluating CSG’s operating performance, debt servicing capabilities, and enterprise valuation. CSG defines non-GAAP adjusted EBITDA as income before interest, income taxes, depreciation, amortization, stock-based compensation, foreign currency transaction adjustments, acquisition-related expenses, and unusual items, such as restructuring and reorganization charges, executive transition costs, gains and losses related to the extinguishment of debt, and gains and losses on acquisitions or dispositions, as discussed above. Additionally, management uses non-GAAP free cash flow, among other measures, to assess its financial performance and cash generating capabilities, and believes that it is useful to investors because it shows CSG’s cash available to service debt, make strategic acquisitions and investments, repurchase its common stock, pay cash dividends, and fund ongoing operations. CSG defines non-GAAP free cash flow as net cash flows from operating activities less the purchases of software, property and equipment.
Non-GAAP Financial Measures
Non-GAAP Operating Income and Non-GAAP Adjusted Operating Margin Percentage:
The reconciliation of GAAP operating income to non-GAAP operating income, and calculation of CSG’s non- GAAP adjusted operating margin percentage, for the indicated periods are as follows (in thousands, except percentages):
|
|
Quarter Ended March 31, |
|
|||||
|
|
2024 |
|
|
2023 |
|
||
Non-GAAP Operating Income |
|
|
|
|
|
|
|
|
GAAP operating income |
|
$ |
31,797 |
|
|
$ |
38,193 |
|
Restructuring and reorganization charges (1) |
|
|
1,998 |
|
|
|
5,194 |
|
Executive transition costs |
|
|
352 |
|
|
|
- |
|
Acquisition-related expenses: |
|
|
|
|
|
|
|
|
Amortization of acquired intangible assets |
|
|
2,852 |
|
|
|
3,209 |
|
Transaction-related costs |
|
|
- |
|
|
|
158 |
|
Stock-based compensation (1) |
|
|
7,869 |
|
|
|
6,757 |
|
Non-GAAP operating income |
|
$ |
44,868 |
|
|
$ |
53,511 |
|
|
|
|
|
|
|
|
|
|
Non-GAAP Adjusted Operating Margin Percentage |
|
|
|
|
|
|
|
|
Revenue |
|
$ |
295,135 |
|
|
$ |
298,739 |
|
Less: Transaction fees (2) |
|
|
(25,062 |
) |
|
|
(21,973 |
) |
Revenue less transaction fees |
|
$ |
270,073 |
|
|
$ |
276,766 |
|
Non-GAAP adjusted operating margin percentage |
|
|
16.6 |
% |
|
|
19.3 |
% |
CSG Systems International, Inc.
May 1, 2024
Page 13
Non-GAAP EPS:
The reconciliations of GAAP EPS to non-GAAP EPS for the indicated periods are as follows (in thousands, except per share amounts):
|
|
Quarter Ended |
|
|
Quarter Ended |
|
||||||||||
|
|
March 31, 2024 |
|
|
March 31, 2023 |
|
||||||||||
|
|
Amounts |
|
|
EPS (4) |
|
|
Amounts |
|
|
EPS (4) |
|
||||
GAAP net income |
|
$ |
19,467 |
|
|
$ |
0.68 |
|
|
$ |
20,928 |
|
|
$ |
0.68 |
|
GAAP income tax provision (3) |
|
|
7,998 |
|
|
|
|
|
|
|
8,183 |
|
|
|
|
|
GAAP income before income taxes |
|
|
27,465 |
|
|
|
|
|
|
|
29,111 |
|
|
|
|
|
Restructuring and reorganization charges (1) |
|
|
1,998 |
|
|
|
|
|
|
|
5,194 |
|
|
|
|
|
Executive transition costs |
|
|
352 |
|
|
|
|
|
|
|
- |
|
|
|
|
|
Acquisition-related costs: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortization of acquired intangible assets |
|
|
2,852 |
|
|
|
|
|
|
|
3,209 |
|
|
|
|
|
Transaction-related costs |
|
|
- |
|
|
|
|
|
|
|
158 |
|
|
|
|
|
Stock-based compensation (1) |
|
|
7,869 |
|
|
|
|
|
|
|
6,757 |
|
|
|
|
|
Non-GAAP income before income taxes |
|
|
40,536 |
|
|
|
|
|
|
|
44,429 |
|
|
|
|
|
Non-GAAP income tax provision (3) |
|
|
(11,553 |
) |
|
|
|
|
|
|
(12,662 |
) |
|
|
|
|
Non-GAAP net income |
|
$ |
28,983 |
|
|
$ |
1.01 |
|
|
$ |
31,767 |
|
|
$ |
1.04 |
|
(3) For the quarters ended March 31, 2024 and 2023, the GAAP effective income tax rates were approximately 29% and 28%, respectively, and the non-GAAP effective income tax rates were 28.5% for both periods.
(4) The outstanding diluted shares for the quarters ended March 31, 2024 and 2023 were 28.8 million and 30.6 million, respectively.
Non-GAAP Adjusted EBITDA:
CSG’s calculation of non-GAAP adjusted EBITDA and the reconciliation of CSG’s non-GAAP adjusted EBITDA measure to GAAP net income is provided below for the indicated periods (in thousands, except percentages):
|
|
Quarter Ended |
|
|
|||||
|
|
March 31, |
|
|
|||||
|
|
2024 |
|
|
2023 |
|
|
||
GAAP net income |
|
$ |
19,467 |
|
|
$ |
20,928 |
|
|
GAAP income tax provision |
|
|
7,998 |
|
|
|
8,183 |
|
|
Interest expense (5) |
|
|
7,506 |
|
|
|
7,219 |
|
|
Interest and investment income and other, net |
|
|
(3,174 |
) |
|
|
1,863 |
|
|
GAAP operating income |
|
|
31,797 |
|
|
|
38,193 |
|
|
Restructuring and reorganization charges (1) |
|
|
1,998 |
|
|
|
5,194 |
|
|
Executive transition costs |
|
|
352 |
|
|
|
- |
|
|
Acquisition-related expenses: |
|
|
|
|
|
|
|
|
|
Amortization of acquired intangible assets (6) |
|
|
2,852 |
|
|
|
3,209 |
|
|
Transaction-related costs |
|
|
- |
|
|
|
158 |
|
|
Stock-based compensation (1) |
|
|
7,869 |
|
|
|
6,757 |
|
|
Amortization of other intangible assets (6) |
|
|
2,565 |
|
|
|
3,453 |
|
|
Amortization of customer contract costs (6) |
|
|
5,028 |
|
|
|
4,622 |
|
|
Depreciation (1) |
|
|
5,636 |
|
|
|
5,720 |
|
|
Non-GAAP adjusted EBITDA |
|
$ |
58,097 |
|
|
$ |
67,306 |
|
|
Non-GAAP adjusted EBITDA as a percentage of revenue less transaction fees (2) |
|
|
21.5 |
% |
|
|
24.3 |
% |
|
(5) Interest expense includes amortization of deferred financing costs as provided in Note 6 below.
CSG Systems International, Inc.
May 1, 2024
Page 14
(6) Amortization on the statement of cash flows is made up of the following items for the indicated periods (in thousands):
|
|
Quarter Ended |
|
|
|||||
|
|
March 31, |
|
|
|||||
|
|
2024 |
|
|
2023 |
|
|
||
Amortization of acquired intangible assets |
|
$ |
2,852 |
|
|
$ |
3,209 |
|
|
Amortization of other intangible assets |
|
|
2,565 |
|
|
|
3,453 |
|
|
Amortization of customer contract costs |
|
|
5,028 |
|
|
|
4,622 |
|
|
Amortization of deferred financing costs |
|
|
864 |
|
|
|
187 |
|
|
Total amortization |
|
$ |
11,309 |
|
|
$ |
11,471 |
|
|
Non-GAAP Free Cash Flow:
CSG’s calculation of non-GAAP free cash flow and the reconciliation of CSG’s non-GAAP free cash flow measure to cash flows from operating activities are provided below for the indicated periods (in thousands):
|
|
Quarter Ended |
|
|
|||||
|
|
March 31, |
|
|
|||||
|
|
2024 |
|
|
2023 |
|
|
||
Cash flows from operating activities |
|
$ |
(29,351 |
) |
|
$ |
15,397 |
|
|
Purchases of software, property and equipment |
|
|
(4,774 |
) |
|
|
(8,700 |
) |
|
Non-GAAP free cash flow (deficit) |
|
$ |
(34,125 |
) |
|
$ |
6,697 |
|
|
Non-GAAP Financial Measures – 2024 Financial Guidance
Refer to the “Non-GAAP Financial Measures – 2024 Financial Guidance” in Exhibit 2 to CSG’s earnings release dated February 7, 2024, which can be found on the Investor Relations page of CSG’s website at csgi.com for the reconciliation of CSG’s 2024 financial guidance.