-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HT2BfWsJ53ojgJiNUn23sVg5krL6YxSqHP+h2VYRWY5ezBYDyYiqLSGCwOcM9KwW jF9oGRgg8j5GYR0/Plh64g== 0001193125-04-009777.txt : 20040127 0001193125-04-009777.hdr.sgml : 20040127 20040127162006 ACCESSION NUMBER: 0001193125-04-009777 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040127 ITEM INFORMATION: ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20040127 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CSG SYSTEMS INTERNATIONAL INC CENTRAL INDEX KEY: 0001005757 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374] IRS NUMBER: 470783182 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-27512 FILM NUMBER: 04546618 BUSINESS ADDRESS: STREET 1: 7887 EAST BELLEVIEW AVE STREET 2: SUITE 1000 CITY: ENGLEWOOD STATE: CO ZIP: 80111 BUSINESS PHONE: 3037962850 MAIL ADDRESS: STREET 1: 7887 E. BELLVIEW AVE. STREET 2: SUITE 1000 CITY: ENGLEWOOD STATE: CO ZIP: 80111 8-K 1 d8k.htm FORM 8-K FORM 8-K

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): January 27, 2004

 


 

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.)

 

7887 East Belleview, Suite 1000, Englewood, CO   80111
(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (303) 796-2850

 



Item 7. Financial Statements and Exhibits.

 

(c) Exhibit

 

  99.1 Press release of CSG Systems International, Inc. dated January 27, 2004.

 

Item 12. Results of Operations and Financial Condition.

 

The following information is furnished pursuant to Item 12 (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 January 27, 2004, CSG Systems International, Inc. (“CSG”) issued a press release relating to the results of its operations for the three months ended December 31, 2003. A copy of such press release is attached to this Form 8-K as Exhibit 99.1 and hereby incorporated by reference.

 

2


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.

 

Date: January 27, 2004

 

CSG SYSTEMS INTERNATIONAL, INC.

By:

 

/s/ Randy Wiese


   

    Randy Wiese, Principal

   

    Accounting Officer

 

3


CSG Systems International, Inc.

 

Form 8-K

 

Exhibit Index

 

99.1   Press release of CSG Systems International, Inc. dated January 27, 2004.

 

4

EX-99.1 3 dex991.htm PRESS RELEASE PRESS RELEASE

Exhibit 99.1

 

NEWS RELEASE

 

FOR IMMEDIATE RELEASE

For more information, contact:

Liz Bauer, Senior Vice President

(303) 804-4065

E-mail: liz_bauer@csgsystems.com

 

CSG SYSTEMS INTERNATIONAL, INC. REPORTS

FOURTH QUARTER 2003 RESULTS

Revenues of $129.9 Million;

GAAP Net Income at $0.14 Per Diluted Share;

 

ENGLEWOOD, COLO. (January 27, 2004) — CSG Systems International, Inc. (Nasdaq: CSGS), a leading provider of customer care and billing solutions, today reported results for the quarter ended December 31, 2003.

 

Fourth Quarter 2003 Highlights:

 

  GAAP results were as follows: total revenues were $129.9 million; operating income was $16.4 million; and net income per diluted share was $0.14.

 

  Cash flows from operations for the quarter ended December 31, 2003 were negative $(38.5) million, which reflects the impact of the $94.4 million arbitration payments made to Comcast during the current quarter (see CSG’s Form 10-Q dated November 14, 2003 for additional discussion of the arbitration ruling).

 

  CSG signed a number of contracts during the quarter including: Time Warner, Tata, BSNL, Cesky Mobile, British Telecom, and BskyB.

 

  CSG continued to see strong interest in its newly introduced Kenan FX business framework. Since its September introduction, six carriers have chosen to upgrade or implement the solution.

 

  CSG successfully completed its exchange program for certain outstanding stock options held by CSG employees (see press release dated December 19, 2003).

 

  CSG adopted the fair value method of accounting for stock-based awards in accordance with Statement of Financial Accounting Standards (“SFAS”) No. 123 (see press release dated December 10, 2003).

 

  CSG favorably amended its Bank Credit Agreement (see press release dated December 8, 2003).

 

“I am very pleased with our execution this past quarter in what continues to be a challenging environment,” said Neal Hansen, chairman and chief executive officer of CSG Systems International, Inc., “We executed flawlessly on our cost reduction program. We favorably amended our credit agreement so that we are in compliance. We have put an incentive program in place to ensure that our employees’ and shareholders’ interests are aligned for the long-term. We continue to generate strong cash flows, which allowed us to pay $94.4 million of the arbitration award to Comcast during this quarter. And, we continue to strengthen our relationships with our customer base.”

 

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CSG Systems International, Inc.

January 27, 2004

Page 2

 

Summary Results of Operations Information (unaudited)

(in thousands, except per share amounts and percentages):

 

     Three Months Ended
December 31,


    Year Ended
December 31,


 
     2003

   2002

   Percent
Change


    2003 (1)

    2002

   Percent
Change


 

Total revenues, net

   $ 129,857    $ 155,205    (16 )%   $ 439,660     $ 610,932    (28 )%

Operating income (loss)

     16,358      33,400    (51 )%     (39,561 )     101,157    (139 )%

Net income (loss)

     7,071      17,057    (59 )%     (26,277 )     44,618    (159 )%

Net income (loss) per diluted share

     0.14      0.33    (58 )%     (0.51 )     0.85    (160 )%

Certain non-cash expenses (2):

                                         

Depreciation

     3,916      4,929    (21 )%     17,378       18,839    (8 )%

Amortization

     5,619      6,448    (13 )%     24,303       22,138    10 %

Stock-based compensation

     1,491      1,091    37 %     5,559       1,413    293 %
    

  

  

 


 

  

Total

   $ 11,026    $ 12,468    (12 )%   $ 47,240     $ 42,390    11 %
    

  

  

 


 

  


(1) The $119.6 million Comcast arbitration award was recorded as a charge to revenue in the third quarter of 2003.
(2) These items are calculated in accordance with GAAP, and are reflected in the accompanying Condensed Consolidated Statements of Cash Flows.

 

Fourth Quarter 2003 Results

 

Processing revenues for the fourth quarter of 2003 were $80.8 million, compared to $96.9 million for the same period last year. This reduction between quarters relates primarily to the lower revenues from Comcast as a result of the arbitration ruling. CSG’s processing revenues for the third quarter of 2003, net of the impact of the $13.5 million arbitration award attributed to processing revenues for the third quarter of 2003, were approximately $79.4 million.

 

Software revenues decreased 31 percent year-over-year to $8.5 million and decreased 20 percent from the third quarter of 2003. Compared to the fourth quarter last year, maintenance revenues decreased 10 percent to $24.7 million, however increased 4 percent from the third quarter of 2003. Professional services generated $15.9 million of revenue in the quarter, a 14 percent decrease when compared to the same period last year and a 9 percent decrease when compared to the third quarter of 2003.

 

Net income presented under generally accepted accounting principles (“GAAP”) for the fourth quarter of 2003 was $7.1 million, or $0.14 per diluted share. The fourth quarter results for 2003 were reduced by restructuring charges of approximately $4.2 million, or $0.04 per diluted share. GAAP net income for the fourth quarter of 2002 was $17.1 million, or $0.33 per diluted share. The fourth quarter 2002 results were reduced by approximately $1.2 million, or $0.01 per diluted share, due to restructuring charges and Kenan Business acquisition-related expenses. This represents a decrease in GAAP net income between the fourth quarters of 2003 and 2002 of approximately $10.0 million, or $0.19 per diluted share, with the decrease related primarily to lower revenues between periods.


CSG Systems International, Inc.

January 27, 2004

Page 3

 

Adoption of SFAS No. 123

 

As discussed in a press release dated December 10, 2003, CSG adopted the fair value method of accounting for stock-based awards in accordance with SFAS No. 123 during the fourth quarter of 2003, using the prospective method of transition as outlined in SFAS No. 148.

 

The adoption of this accounting standard was effective as of January 1, 2003. Total stock-based compensation expense included in the results of operations for the fourth quarter of 2003 was approximately $1.5 million, with approximately $0.5 million attributed to the adoption of this accounting standard. The $0.6 million impact of adopting SFAS No. 123 for the first three quarters of 2003 is not included in the fourth quarter results of operations, but is included in the results of operations for the year ended December 31, 2003.

 

Impact to the Fourth Quarter from the Arbitration Ruling

 

CSG’s fourth quarter reduction in processing revenues reflects the impact of the arbitrator’s ruling from October 7, 2003. For more information regarding the Comcast arbitration and the ruling, see CSG’s Form 10-Q filed on November 14, 2003.

 

During the fourth quarter of 2003, CSG paid approximately $94.4 million of the $119.6 million arbitration award to Comcast, using available corporate funds. On January 23, 2004, CSG paid the remaining $25.2 million of the award, using available corporate funds. The arbitration payments are deductible for income tax purposes. As a result, CSG expects to receive an income tax refund in the first half of 2004 of approximately $35 million as a result of CSG’s ability to carry back its 2003 net operating loss to previous years.


CSG Systems International, Inc.

January 27, 2004

Page 4

 

Divisional Results

 

CSG is organized into two divisions: the Broadband Services Division and the Global Software Services Division. CSG excludes its restructuring charges and Kenan Business acquisition-related expenses in the determination of its GAAP segment results. The results of operations for the divisions were as follows (in thousands, except percentages):

 

     Three Months Ended December 31, 2003

 
     Broadband
Services
Division


   

GSS

Division


    Corporate

    Total

 

Processing revenues

   $ 79,323     $ 1,476     $ —       $ 80,799  

Software revenues

     1,109       7,410       —         8,519  

Maintenance revenues

     3,998       20,659       —         24,657  

Professional services revenues

     658       15,224       —         15,882  
    


 


 


 


Total revenues

     85,088       44,769       —         129,857  

Segment operating expenses (3)

     51,541       43,987       13,724       109,252  
    


 


 


 


Contribution margin (loss) (3)

   $ 33,547     $ 782     $ (13,724 )   $ 20,605  
    


 


 


 


Contribution margin (loss) percentage

     39.4 %     1.7 %     N/A       15.9 %
    


 


 


 


 

     Three Months Ended December 31, 2002

 
     Broadband
Services
Division


   

GSS

Division


    Corporate

    Total

 

Processing revenues

   $ 96,736     $ 193     $ —       $ 96,929  

Software revenues

     939       11,426       —         12,365  

Maintenance revenues

     5,078       22,383       —         27,461  

Professional services revenues

     372       18,078       —         18,450  
    


 


 


 


Total revenues

     103,125       52,080       —         155,205  

Segment operating expenses (3)

     51,824       52,417       16,371       120,612  
    


 


 


 


Contribution margin (loss) (3)

   $ 51,301     $ (337 )   $ (16,371 )   $ 34,593  
    


 


 


 


Contribution margin (loss) percentage

     49.7 %     (0.6 )%     N/A       22.3 %
    


 


 


 


 

     Year Ended December 31, 2003 (4)

 
     Broadband
Services
Division


    GSS
Division


    Corporate

    Total

 

Processing revenues (Broadband Division inclusive in 2003 of $13,472 charge for arbitration ruling attributable to the third quarter of 2003)

   $ 338,936     $ 3,449     $ —       $ 342,385  

Software revenues

     5,141       36,290       —         41,431  

Maintenance revenues (Broadband Division inclusive in 2003 of $450 charge for arbitration ruling attributable to the third quarter of 2003)

     18,755       74,809       —         93,564  

Professional services revenues

     1,550       66,409       —         67,959  
    


 


 


 


Subtotal

     364,382       180,957       —         545,339  
    


 


 


 


Charge for arbitration ruling attributable to periods prior to July 1, 2003

     (105,679 )     —         —         (105,679 )
    


 


 


 


Total revenues, net

     258,703       180,957       —         439,660  

Segment operating expenses (3)

     211,103       190,166       66,102       467,371  
    


 


 


 


Contribution margin (loss) (3)

   $ 47,600     $ (9,209 )   $ (66,102 )   $ (27,711 )
    


 


 


 


Contribution margin (loss) percentage

     18.4 %     (5.1 )%     N/A       (6.3 )%
    


 


 


 



CSG Systems International, Inc.

January 27, 2004

Page 5

 

     Year Ended December 31, 2002

 
     Broadband
Services
Division


    GSS
Division


    Corporate

    Total

 

Processing revenues

   $ 372,426     $ 607     $ —       $ 373,033  

Software revenues

     24,233       44,143       —         68,376  

Maintenance revenues

     20,274       68,801       —         89,075  

Professional services revenues

     2,267       78,181       —         80,448  
    


 


 


 


Total revenues

     419,200       191,732       —         610,932  

Segment operating expenses (3)

     212,087       203,809       51,201       467,097  
    


 


 


 


Contribution margin (loss) (3)

   $ 207,113     $ (12,077 )   $ (51,201 )   $ 143,835  
    


 


 


 


Contribution margin (loss) percentage

     49.4 %     (6.3 )%     N/A       23.5 %
    


 


 


 



(3) CSG’s segment operating expenses and contribution margin (loss), determined in accordance with GAAP, exclude: (i) restructuring charges of: $4.2 million and $11.9 million, respectively, for the three months and year ended December 31, 2003; and $0.7 million and $12.7 million, respectively, for the three months and year ended December 31, 2002; and (ii) Kenan Business acquisition-related expenses of $0.5 million and $30.0 million, respectively, for the three months and year ended December 31, 2002.
(4) CSG recorded the impact from the Comcast arbitration ruling in the third quarter ended September 30, 2003 as a charge to revenue. Based on the arbitrator’s ruling, the $119.6 million award was segregated such that $105.7 million was attributable to periods prior to July 1, 2003, and $13.9 million was attributable to the third quarter of 2003.

 

Broadband Services Division

 

The Broadband Services Division continued to strengthen its relationships with key customers, including Time Warner. Time Warner expanded its use of several solutions aimed at decreasing churn, automating the dispatch and technician functions, and increasing cash flow through the automation of several financial areas.

 

In addition, the Company showcased its advanced convergent solution for the North American broadband industry at the Western Show in December.

 

Total domestic customer accounts processed on CSG’s system are shown in the table below (in thousands).

 

     December 31,
2003


   September 30,
2003


  

Percent

Change


 

Video

   42,522    42,215    1 %

Internet

   1,572    1,589    (1 )%

Telephony

   54    75    (28 )%
    
  
  

Total

   44,148    43,879    1 %
    
  
  


CSG Systems International, Inc.

January 27, 2004

Page 6

 

Global Software Services Division

 

The GSS Division signed several new and expanded contracts during the quarter, including an expansion of its relationship with Tata Group, India’s leading provider of convergent telecommunications services; British Telecommunications, Britain’s largest telecommunications provider; BSNL, one of India’s leading wireless providers; BskyB, one of Europe’s leading direct broadcast satellite providers; and Cesky Mobile, Czechoslovakia’s leading wireless provider.

 

The division continued to see strong interest in its newly introduced Kenan FX business framework. Since its September 2003 introduction, six carriers have chosen to upgrade or implement this pre-integrated, modular customer management, revenue enablement and billing solution.

 

Financial Condition

 

As of December 31, 2003, CSG had cash and short-term investments of $105.4 million, compared to $144.5 million, as of September 30, 2003. Billed net accounts receivable were $130.7 million as of December 31, 2003, compared to $149.1 million as of September 30, 2003.

 

In December 2003, CSG favorably amended its credit agreement (see press release dated December 8, 2003) and is in compliance with its financial and non-financial covenants. As part of the amendment, CSG agreed to a 75 basis point increase in the interest rate spread on its debt. CSG also agreed to a number of other modifications to the credit agreement, including a mandatory payment of $30 million in July 2004, a reduction in its revolver to $40 million and additional limitations on certain investments, acquisitions and capital expenditures. The $30 million payment is expected to be paid with the proceeds from CSG’s estimated $35 million income tax refund that is expected to be received in the first half of 2004. Including this payment, CSG’s scheduled principal payments within the next 12 months are $45.1 million, with the first payment due on June 30, 2004 in the amount of $1.9 million.

 

Cash flows from operations for the quarter ended December 31, 2003 were negative $(38.5) million, which reflects the impact of the $94.4 million arbitration payment made to Comcast during the fourth quarter of 2003. Absent these payments, CSG generated strong cash flows from operations for the quarter, primarily as a result of continued success in collecting on its accounts receivables.

 

As of January 23, 2004 (after the final arbitration payment of $25.2 million was made to Comcast), CSG had approximately $90 million of cash available for operations. CSG believes that its current cash, together with cash expected to be generated from future operating activities, will be sufficient to meet its anticipated cash requirements going forward.

 

During the fourth quarter of 2003, CSG did not acquire any of its common stock under its authorized stock repurchase program.


CSG Systems International, Inc.

January 27, 2004

Page 7

 

First Quarter and Full Year 2004 Financial Guidance

 

“Our financial guidance for the first quarter reflects a stabilization in our business,” Peter Kalan, chief financial officer, said. “For the first quarter, we are expecting revenues of between $125 million and $132 million, pre-tax income of between $13 million and $17 million and earnings per diluted share, using a 38 percent effective income tax rate, of between 15 and 20 cents.

 

“In 2004, we are expecting revenues of between $520 million and $535 million,” Kalan added. “In addition, we expect earnings per diluted share of between 77 cents and 87 cents, based on an estimated effective income tax rate of 38 percent, which is significantly lower than 2003’s effective income tax rate.

 

“In addition, there are a number of non-cash items included in our earnings per share guidance,” Kalan said. “These non-cash items include amortization of approximately $23 million or 27 cents per diluted share, depreciation expense of approximately $16 million or 19 cents per diluted share, and stock-based compensation expense of approximately $14 million or 17 cents per diluted share. Our guidance does not include any restructuring charges that may be incurred during 2004 as we are not able to estimate them today.”

 

Conference Call

 

CSG will host a one-hour conference call on Tuesday, January 27, at 5 p.m. EDT, to discuss CSG’s fourth quarter results. The call will be carried live and archived on the Internet. A link to the conference call is available at www.csgsystems.com.

 

Additional Information

 

For additional information about CSG, please visit CSG’s web site at www.csgsystems.com. Additional information can be found in the Investor Relations section of the web site.

 

About CSG Systems International

 

Headquartered in Englewood, Colorado, CSG Systems International (NASDAQ: CSGS) and its wholly-owned subsidiaries serve more than 265 service providers in more than 40 countries. CSG is a leader in next-generation billing and customer care solutions for the cable television, direct broadcast satellite, advanced IP services, next generation mobile, and fixed wireline markets. CSG’s unique combination of proven and future-ready solutions, delivered in both outsourced and licensed formats, empowers its clients to deliver unparalleled customer service, improve operational efficiencies and rapidly bring new revenue-generating products to market. CSG is an S&P Midcap 400 company. For more information, visit our Web site at www.csgsystems.com.

 

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. These factors include, but are not limited to, CSG’s ability to continue to perform satisfactorily under the terms of its existing contract with Comcast, as well as the level of cooperation between CSG and Comcast on the opportunities and obligations presented by the contract. Further, should Comcast terminate the Master Subscriber Agreement unilaterally and only be liable to CSG for contract damages in the amount of $44 million, it would have a material adverse impact on the financial condition of CSG and its overall future operations. Additional risk factors include: 1) the continued acceptance of CSG CCS/BP, CSG Kenan FX and their related products and services; 2) CSG’s ability to enhance current products and develop new technology that will retain existing clients and capture new market share; 3) significant forays into new markets, which may prove costly and unprofitable; 4) the degree to which CSG’s expectations of market


CSG Systems International, Inc.

January 27, 2004

Page 8

 

penetration and consumer acceptance of broadband, wireline and wireless services prove true — and even if realized, CSG’s ability to meet the billing and customer care needs of that market; 5) client consolidation, which has decreased the number of potential buyers for many of CSG’s products and services; 6) CSG’s ability to expand and effectively operate its business internationally; 7) CSG’s ability to renew software maintenance contracts and sell additional software products and services to existing and new clients, both domestically and internationally; 8) CSG’s ability to successfully deliver on lengthy and/or complex implementation projects, which by their nature, carry much more risk; 9) CSG’s ability to properly manage its international operations, which are much more complex and carry higher collections risk; and 10) CSG’s ability to implement a cost reduction program, with a risk of material restructuring charges, that achieves the expected savings over the next five quarters while simultaneously not jeopardizing its revenue opportunities. 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.


CSG Systems International, Inc.

January 27, 2004

Page 9

 

CSG SYSTEMS INTERNATIONAL, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS-UNAUDITED

(in thousands, except share and per share amounts)

 

    

December 31,

2003


   

December 31,

2002


 
ASSETS                 

Current assets:

                

Cash and cash equivalents

   $ 105,397     $ 94,424  

Short-term investments

     —         1,013  
    


 


Total cash, cash equivalents and short-term investments

     105,397       95,437  

Trade accounts receivable-

                

Billed, net of allowance of $11,145 and $12,079

     130,691       160,417  

Unbilled and other

     18,042       28,856  

Purchased Kenan Business accounts receivable

     —         603  

Deferred income taxes

     9,134       8,355  

Income tax receivable

     35,076       —    

Other current assets

     11,697       10,568  
    


 


Total current assets

     310,037       304,236  

Property and equipment, net of depreciation of $89,529 and $74,023

     38,218       46,442  

Software, net of amortization of $62,957 and $48,582

     37,780       50,478  

Goodwill

     219,199       220,065  

Client contracts, net of amortization of $50,973 and $42,954

     57,458       63,805  

Deferred income taxes

     53,327       37,163  

Other assets

     8,756       9,128  
    


 


Total assets

   $ 724,775     $ 731,317  
    


 


LIABILITIES AND STOCKHOLDERS’ EQUITY                 

Current liabilities:

                

Current maturities of long-term debt

   $ 45,137     $ 16,370  

Client deposits

     17,175       16,350  

Trade accounts payable

     21,291       24,810  

Accrued employee compensation

     32,415       26,707  

Deferred revenue

     52,655       45,411  

Income taxes payable

     20,723       30,469  

Arbitration charge payable

     25,181       —    

Other current liabilities

     25,818       24,337  
    


 


Total current liabilities

     240,395       184,454  
    


 


Non-current liabilities:

                

Long-term debt, net of current maturities

     183,788       253,630  

Deferred revenue

     3,270       2,090  

Other non-current liabilities

     6,537       9,038  
    


 


Total non-current liabilities

     193,595       264,758  
    


 


Stockholders’ equity:

                

Preferred stock, par value $.01 per share; 10,000,000 shares authorized; zero shares issued and outstanding

     —         —    

Common stock, par value $.01 per share; 100,000,000 shares authorized; 53,788,062 shares and 51,726,528 shares outstanding

     593       577  

Additional paid-in capital

     281,784       255,452  

Deferred employee compensation

     (4,458 )     (3,904 )

Accumulated other comprehensive income (loss):

                

Unrealized gain (loss) on short-term investments, net of tax

     1       (6 )

Cumulative translation adjustments

     6,519       1,060  

Treasury stock, at cost, 5,499,796 shares and 5,979,796 shares

     (171,111 )     (186,045 )

Accumulated earnings

     177,457       214,971  
    


 


Total stockholders’ equity

     290,785       282,105  
    


 


Total liabilities and stockholders’ equity

   $ 724,775     $ 731,317  
    


 


 

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CSG Systems International, Inc.

January 27, 2004

Page 10

 

CSG SYSTEMS INTERNATIONAL, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS-UNAUDITED

(in thousands, except per share amounts)

 

     Three Months Ended

    Year Ended

 
    

December 31,

2003


   

December 31,

2002


   

December 31,

2003


   

December 31,

2002


 

Revenues:

                                

Processing and related services (inclusive in 2003 of $13,472 charge for arbitration ruling attributable to the third quarter of 2003)

   $ 80,799     $ 96,929     $ 342,385     $ 373,033  

Software

     8,519       12,365       41,431       68,376  

Maintenance (inclusive in 2003 of $450 charge for arbitration ruling attributable to the third quarter of 2003)

     24,657       27,461       93,564       89,075  

Professional services

     15,882       18,450       67,959       80,448  
    


 


 


 


Subtotal

     129,857       155,205       545,339       610,932  
    


 


 


 


Charge for arbitration ruling attributable to periods prior to July 1, 2003

     —         —         (105,679 )     —    
    


 


 


 


Total revenues, net

     129,857       155,205       439,660       610,932  
    


 


 


 


Cost of revenues:

                                

Cost of processing and related services

     35,043       35,605       141,242       141,069  

Cost of software and maintenance

     18,452       18,368       72,703       57,580  

Cost of professional services

     13,904       18,235       63,910       64,343  
    


 


 


 


Total cost of revenues

     67,399       72,208       277,855       262,992  
    


 


 


 


Gross margin (exclusive of depreciation)

     62,458       82,997       161,805       347,940  
    


 


 


 


Operating expenses:

                                

Research and development

     16,181       15,524       62,924       73,674  

Selling, general and administrative

     21,756       27,951       109,214       111,592  

Depreciation

     3,916       4,929       17,378       18,839  

Restructuring charges

     4,247       694       11,850       12,721  

Kenan Business acquisition-related expenses

     —         499       —         29,957  
    


 


 


 


Total operating expenses

     46,100       49,597       201,366       246,783  
    


 


 


 


Operating income (loss)

     16,358       33,400       (39,561 )     101,157  
    


 


 


 


Other income (expense):

                                

Interest expense

     (4,070 )     (3,675 )     (14,717 )     (14,033 )

Interest and investment income, net

     325       282       1,437       1,906  

Other

     799       170       4,381       (1,486 )
    


 


 


 


Total other

     (2,946 )     (3,223 )     (8,899 )     (13,613 )
    


 


 


 


Income (loss) before income taxes

     13,412       30,177       (48,460 )     87,544  

Income tax (provision) benefit

     (6,341 )     (13,120 )     22,183       (42,926 )
    


 


 


 


Net income (loss)

   $ 7,071     $ 17,057     $ (26,277 )   $ 44,618  
    


 


 


 


Basic net income (loss) per common share:

                                

Net income (loss) available to common stockholders

   $ 0.14     $ 0.33     $ (0.51 )   $ 0.86  
    


 


 


 


Weighted average common shares

     51,610       51,257       51,432       52,116  
    


 


 


 


Diluted net income (loss) per common share:

                                

Net income (loss) available to common stockholders

   $ 0.14     $ 0.33     $ (0.51 )   $ 0.85  
    


 


 


 


Weighted average common shares

     51,836       51,559       51,432       52,525  
    


 


 


 


 

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CSG Systems International, Inc.

January 27, 2004

Page 11

 

CSG SYSTEMS INTERNATIONAL, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS-UNAUDITED

(in thousands)

 

     Year Ended

 
    

December 31,

2003


   

December 31,

2002


 

Cash flows from operating activities:

                

Net income (loss)

   $ (26,277 )   $ 44,618  

Adjustments to reconcile net income (loss) to net cash provided by operating activities -

                

Depreciation

     17,378       18,839  

Amortization

     24,303       22,138  

Charge for in-process purchased research and development

     —         19,300  

Restructuring charge for abandonment of facilities

     4,424       6,797  

Gain on short-term investments

     (19 )     (49 )

Deferred income taxes

     2,018       (600 )

Tax benefit of stock options exercised

     33       449  

Stock-based employee compensation

     5,559       1,413  

Impairment of intangible assets

     —         1,906  

Changes in operating assets and liabilities:

                

Trade accounts and other receivables, net

     45,604       (17,870 )

Other current and non-current assets

     (1,536 )     (2,288 )

Arbitration charge payable

     25,181       —    

Income taxes payable/receivable

     (41,244 )     12,994  

Accounts payable and accrued liabilities

     (2,003 )     7,008  

Deferred revenues

     6,932       (26,531 )
    


 


Net cash provided by operating activities

     60,353       88,124  
    


 


Cash flows from investing activities:

                

Purchases of property and equipment

     (9,021 )     (12,666 )

Purchases of short-term investments

     (7,763 )     (4,201 )

Proceeds from sale of short-term investments

     8,795       56,568  

Acquisition of businesses and assets, net of cash acquired

     (2,613 )     (270,567 )

Acquisition of and investments in client contracts

     (1,767 )     (3,387 )
    


 


Net cash used in investing activities

     (12,369 )     (234,253 )
    


 


Cash flows from financing activities:

                

Proceeds from issuance of common stock

     1,670       2,784  

Repurchase/cancellation of common stock

     (207 )     (18,919 )

Proceeds from long-term debt

     —         300,000  

Payments on long-term debt

     (41,075 )     (61,500 )

Proceeds from revolving credit facility

     —         5,000  

Payments on revolving credit facility

     —         (5,000 )

Payments of deferred financing costs

     (1,077 )     (8,365 )
    


 


Net cash provided by (used in) financing activities

     (40,689 )     214,000  
    


 


Effect of exchange rate fluctuations on cash

     3,678       (3,612 )
    


 


Net increase in cash and cash equivalents

     10,973       64,259  

Cash and cash equivalents, beginning of period

     94,424       30,165  
    


 


Cash and cash equivalents, end of period

   $ 105,397     $ 94,424  
    


 


Supplemental disclosures of cash flow information:

                

Cash paid during the period for -

                

Interest

   $ 11,251     $ 12,021  

Income taxes

   $ 13,035     $ 30,767  
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