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): April 22, 2008

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.)

9555 Maroon Circle, 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 Instruction 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))

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 April 22, 2008, CSG Systems International, Inc. issued a press release relating to the results of its operations for the three months ended March 31, 2008. A copy of such press release is attached to this Form 8-K as Exhibit 99.1 and hereby incorporated by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

99.1 Press release of CSG Systems International, Inc. dated April 22, 2008

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: April 22, 2008

CSG SYSTEMS INTERNATIONAL, INC.
By:	/s/ Randy R. Wiese
	Randy R. Wiese,
	Chief Financial Officer and Principal Accounting Officer

3

CSG Systems International, Inc.

Form 8-K

Exhibit Index

99.1 Press release of CSG Systems International, Inc. dated April 22, 2008

4

EX-99.1

Exhibit 99.1

NEWS RELEASE

FOR IMMEDIATE RELEASE

For more information, contact:

Roger Metz, Vice President

(303) 804-4082

E-mail: roger_metz@csgsystems.com

CSG SYSTEMS INTERNATIONAL, INC. REPORTS

FIRST QUARTER 2008 RESULTS

Revenues of $113.6 million;

Income From Continuing Operations of $0.45 per share.

ENGLEWOOD, COLO. (April 22, 2008) — CSG Systems International, Inc. (Nasdaq: CSGS), a leading provider of customer care and billing solutions, today reported results for the quarter ended March 31, 2008.

First Quarter 2008 Highlights:

• Results from continuing operations were as follows: total revenues were $113.6 million; operating income was $23.3 million; and income from continuing operations was $14.8 million, or $0.45 per diluted share.

• Cash flows from operations for the quarter were approximately $21 million, which were negatively impacted by a client’s delayed payment of approximately $10 million until after quarter-end. This amount was received during the first week of April 2008.

• On April 17, 2008, CSG announced that it reached an agreement to acquire DataProse, Inc., a privately-held provider of statement presentment and direct mail services headquartered in Oxnard, California.

• During the quarter, Mediacom extended its contract with CSG through July 2014 for continued use of CSG’s Advanced Convergent Platform (ACP) to provide critical customer care and billing services to its 1.4 million customers nationwide. Mediacom also agreed to implement CSG’s voice services functionality, CSG Statement Express, and CSG Order Workflow.

“CSG is off to a strong start in 2008, which is reflected in our financial results, in our continued execution on our organic growth and acquisition strategies, and in the sales results that we achieved,” said Peter Kalan, Chief Executive Officer and President of CSG Systems International, Inc. “We are excited to enhance our industry-leading statement presentment business with the acquisition of DataProse, which will broaden our relationships in new industry verticals, add technological expertise and round out our national output solutions footprint.”

-more-

CSG Systems International, Inc.

April 22, 2008

Page 2

Summary GAAP Results of Operations Information (unaudited)

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

	Quarter Ended March 31,
	2008		2007		Percent Change
Continuing operations:
Total revenues	$	113,596	$	98,744	15	%
Operating income		23,257		20,454	14	%
Income from continuing operations		14,839		15,775	(6	)%
Discontinued operations, net of tax		—		269	NM
Net income		14,839		16,044	(8	)%
Diluted earnings per share:
Income from continuing operations	$	0.45	$	0.35	29	%
Discontinued operations, net of tax		—		0.01	NM
Net income	$	0.45	$	0.36	25	%

First Quarter 2008 Results From Continuing Operations

Revenues. Total revenues for the first quarter of 2008 were $113.6 million, which represents an increase of 15 percent when compared to $98.7 million for the same period in 2007, and are relatively consistent with the $113.5 million in revenues reported for the fourth quarter of 2007.

• The increase in year-over-year revenues relates primarily to additional revenue from CSG’s recently acquired businesses, with the remaining portion of the increase related to organic growth factors.

Results of Operations. Income from continuing operations presented in accordance with generally accepted accounting principles (“GAAP”) for the first quarter of 2008 was $14.8 million ($0.45 per diluted share), compared to $15.8 million ($0.35 per diluted share) for the same period last year, and $13.6 million ($0.40 per diluted share) for the fourth quarter of 2007. The increase in year-over-year earnings per diluted share is primarily the result of a lower number of outstanding shares in the first quarter of 2008, due to the completion of our stock repurchase program in late 2007.

CSG Systems International, Inc.

April 22, 2008

Page 3

Supplemental Data

The following information is provided to assist readers in further evaluating CSG’s performance (in thousands, except per share amounts):

	Quarter Ended March 31, 2008				Quarter Ended March 31, 2007
	Amount (1)		Per Diluted Share Impact (2)		Amount (1)		Per Diluted Share Impact (2)
Certain non-cash expenses:
Depreciation	$	3,637	$	0.07	$	2,868	$	0.04
Amortization of intangible assets		4,763		0.09		4,239		0.06
Stock-based employee compensation		2,586		0.05		1,975		0.03
Total	$	10,986	$	0.21	$	9,082	$	0.13

(1) These items (on a pretax basis) are calculated in accordance with GAAP, and are reflected as part of continuing operations in the accompanying Unaudited Condensed Consolidated Statements of Income.

(2) This represents the after tax impact to income from continuing operations on a per diluted share basis using CSG’s effective income tax rates from continuing operations of approximately 36% and 35% for the quarters ended March 31, 2008 and 2007, respectively.

Total customer accounts processed on CSG’s systems as of March 31, 2008, were 45.6 million, compared to 45.1 million as of December 31, 2007.

DataProse Acquisition

On April 17, 2008, CSG announced an agreement to acquire DataProse, Inc. for approximately $39 million. DataProse is a privately-held provider of statement presentment and direct mail services with over 130 employees and production facilities in Oxnard, California and Dallas, Texas.

The acquisition of DataProse furthers CSG’s objective of helping its clients maximize every customer interaction by both strengthening and broadening CSG’s portfolio of output solutions capabilities. DataProse enhances CSG’s suite of advanced personalized statement presentment, and adds extensive expertise in direct mail marketing services, including database management and market segmentation. Furthermore, with this acquisition, CSG continues to diversify its customer base into the utilities, financial services and telecommunications markets.

CSG Systems International, Inc.

April 22, 2008

Page 4

Financial Condition and Cash Flows

Certain key balance sheet items as of the end of the indicated periods are as follows (in thousands):

	March 31, 2008		December 31, 2007		March 31, 2007
Cash, cash equivalents and short-term investments	$	146,606	$	132,832	$	367,586
Net trade accounts receivable (3)		124,586		114,132		103,100

Certain key operating cash flow items for the indicated quarters then ended are as follows (in thousands):

	March 31, 2008			December 31, 2007			March 31, 2007
Cash Flows from Operating Activities:
Operations	$	31,538		$	30,355		$	27,199
Changes in operating assets and liabilities (3)		(10,686	)		(10,807	)		8,464
Net cash provided by operating activities	$	20,852		$	19,548		$	35,663

(3) The sequential increase in net trade accounts receivable in the first quarter of 2008 is primarily due to the delay of a payment of approximately $10 million by a client until after quarter-end. This amount was received during the first week of April 2008. This delayed payment also negatively impacted the changes in operating assets and liabilities for the first quarter of 2008.

Full Year 2008 Financial Guidance

A summary of CSG’s financial guidance for continuing operations for the full year 2008 is as follows. These amounts include the expected GAAP financial impact of the pending acquisition of DataProse, based upon an April 30, 2008, closing and final purchase accounting assumptions, both of which are subject to change.

	2008 Full Year
Revenues	$467-$475 million
Earnings per Diluted Share	$1.55-$1.62
Cash flows from Operations	$115-$120 million

The decrease in earnings per diluted share guidance from that previously published in our January 2008 guidance relates primarily to reductions in our expected income on CSG’s investment portfolio due to the lower interest rate environment.

We expect the total of our non-cash items related to depreciation, amortization, and stock-based compensation for 2008 to be approximately $45 million.

Conference Call

CSG will host a one-hour conference call on Tuesday, April 22, at 5 p.m. EDT, to discuss CSG's first 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.

CSG Systems International, Inc.

April 22, 2008

Page 5

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

Headquartered in Englewood, Colorado, CSG is a leading provider of outsourced solutions that facilitate customer interaction management on the behalf of our clients, generating a large percentage of revenues from the North American cable and Direct Broadcast satellite (“DBS”) communications markets. Our solutions also support an increasing number of other industries such as financial services, utilities, telecommunications, and home security. Our solutions manage key customer interactions such as set-up and activation of customer accounts, sales support and marketing, order processing, invoice calculation (i.e., customer billing), production and mailing of monthly customer invoices, management reporting, electronic presentment and payment of invoices, automated and interactive messaging, and deployment and management of the client’s field technicians to the customer’s home. Our unique combination of solutions, services, and expertise ensure that our clients can rapidly launch new service offerings, improve operational efficiencies, and deliver a high-quality customer experience in a competitive and ever-changing marketplace. For more information, visit our website at www.csgsystems.com.

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. These factors include, but are not limited to: 1) the concentration of approximately two-thirds of CSG’s revenues with four clients; as a result, the loss of business from any one of those clients could potentially have a material adverse impact to CSG’s financial results; 2) continued market acceptance of CSG’s Advanced Convergent Platform (ACP) and related products and services; 3) CSG's ability to continuously develop and enhance products in a timely, cost-effective, technically advanced and competitive manner; 4) CSG’s dependency on the North American communications industry; as a result, key market factors such as further industry consolidation, new market entrants that may not be clients of CSG, economic conditions, and/or the financial status of CSG clients may affect CSG’s ability to maintain and expand market share; 5) increasing competition in our market from companies of greater size and with broader presence in the communications sector, thus exerting greater influence over client buying decisions; 6) CSG’s ability to successfully integrate and manage acquired businesses, technology or assets to achieve the expected strategic, operating and financial goals established for such acquisitions; 7) CSG’s continued ability to protect its intellectual property rights; and 8) CSG’s dependency on a variety of computing environments and communications networks, thus subjecting CSG to the risks of extended interruptions, outages, unauthorized access and corruption of data. 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.

FINANCIALS TO FOLLOW

CSG Systems International, Inc.

April 22, 2008

Page 6

CSG SYSTEMS INTERNATIONAL, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS-UNAUDITED

(in thousands, except share and per share amounts)

	March 31, 2008			December 31, 2007
ASSETS
Current assets:
Cash and cash equivalents	$	140,449		$	123,416
Short-term investments		6,157			9,416
Total cash, cash equivalents and short-term investments		146,606			132,832
Trade accounts receivable- Billed, net of allowance of $1,476 and $1,487		124,586			114,132
Unbilled and other		6,857			6,038
Deferred income taxes		8,828			10,657
Income taxes receivable		954			2,128
Other current assets		7,269			6,399
Total current assets		295,100			272,186
Property and equipment, net of depreciation of $72,879 and $69,565		32,970			32,656
Software, net of amortization of $34,877 and $34,445		8,217			8,649
Goodwill		61,094			60,745
Client contracts, net of amortization of $103,168 and $98,822		29,274			31,526
Deferred income taxes		5,071			9,453
Other assets		9,219			7,173
Total assets	$	440,945		$	422,388
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Client deposits	$	27,628		$	26,657
Trade accounts payable		20,662			18,429
Accrued employee compensation		15,380			21,042
Deferred revenue		20,013			17,480
Income taxes payable		2,936			—
Other current liabilities		8,556			7,595
Total current liabilities		95,175			91,203
Non-current liabilities:
Long-term debt		230,000			230,000
Deferred revenue		8,977			9,790
Income taxes payable		5,013			4,918
Other non-current liabilities		3,927			3,953
Total non-current liabilities		247,917			248,661
Total liabilities		343,092			339,864
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; 34,915,004 shares and 34,275,280 shares outstanding		629			622
Additional paid-in capital		350,744			350,272
Treasury stock, at cost, 27,956,808 shares and 27,956,808 shares		(667,858	)		(667,858	)
Accumulated other comprehensive income (loss):
Unrealized gain on short-term investments, net of tax		26			15
Unrecognized pension plan losses and prior service costs, net of tax		(435	)		(435	)
Accumulated earnings		414,747			399,908
Total stockholders’ equity		97,853			82,524
Total liabilities and stockholders’ equity	$	440,945		$	422,388

CSG Systems International, Inc.

April 22, 2008

Page 7

CSG SYSTEMS INTERNATIONAL, INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME-UNAUDITED

(in thousands, except per share amounts)

	Quarter Ended
	March 31, 2008			March 31, 2007
Revenues:
Processing and related services	$	104,169		$	89,609
Software, maintenance and services		9,427			9,135
Total revenues		113,596			98,744
Cost of revenues:
Processing and related services		53,137			44,625
Software, maintenance and services		5,215			5,951
Total cost of revenues		58,352			50,576
Gross margin (exclusive of depreciation)		55,244			48,168
Operating expenses:
Research and development		15,872			13,712
Selling, general and administrative		12,422			11,028
Depreciation		3,637			2,868
Restructuring charges		56			106
Total operating expenses		31,987			27,714
Operating income		23,257			20,454
Other income (expense):
Interest expense		(1,808	)		(1,786	)
Interest and investment income, net		1,579			5,539
Other, net		14			62
Total other		(215	)		3,815
Income from continuing operations before income taxes		23,042			24,269
Income tax provision		(8,203	)		(8,494	)
Income from continuing operations		14,839			15,775
Discontinued operations:
Income from discontinued operations		—			—
Income tax benefit		—			269
Discontinued operations, net of tax		—			269
Net income	$	14,839		$	16,044
Basic earnings per common share:
Income from continuing operations	$	0.45		$	0.35
Discontinued operations, net of tax		—			0.01
Net income	$	0.45		$	0.36
Diluted earnings per common share:
Income from continuing operations	$	0.45		$	0.35
Discontinued operations, net of tax		—			0.01
Net income	$	0.45		$	0.36
Weighted-average shares outstanding:
Basic		33,084			44,385
Diluted		33,189			44,715

CSG Systems International, Inc.

April 22, 2008

Page 8

CSG SYSTEMS INTERNATIONAL, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS-UNAUDITED

(in thousands)

	Quarter Ended
	March 31, 2008			March 31, 2007
Cash flows from operating activities:
Net income	$	14,839		$	16,044
Adjustments to reconcile net income to net cash provided by operating activities -
Depreciation		3,637			2,868
Amortization		5,058			4,534
Restructuring charge for abandonment of facilities		—			133
Gain on short-term investments		(62	)		(1,438	)
Deferred income taxes		5,623			3,543
Excess tax benefits from stock-based compensation awards		(143	)		(460	)
Stock-based employee compensation		2,586			1,975
Changes in operating assets and liabilities:
Trade accounts and other receivables, net		(11,332	)		6,549
Other current and non-current assets		(3,168	)		(443	)
Income taxes payable/receivable		3,133			5,385
Trade accounts payable and accrued liabilities		(1,039	)		(4,727	)
Deferred revenue		1,720			1,700
Net cash provided by operating activities		20,852			35,663
Cash flows from investing activities:
Purchases of property and equipment		(3,951	)		(4,290	)
Purchases of short-term investments		(5,818	)		(78,146	)
Proceeds from sale/maturity of short-term investments		9,150			95,500
Acquisition of businesses, net of cash acquired		(843	)		(700	)
Acquisition of and investments in client contracts		(1,465	)		(2,781	)
Net cash provided by (used in) investing activities		(2,927	)		9,583
Cash flows from financing activities:
Proceeds from issuance of common stock		246			420
Repurchase of common stock		(1,281	)		(78,110	)
Excess tax benefits from stock-based compensation awards		143			460
Net cash used in financing activities		(892	)		(77,230	)
Net increase (decrease) in cash and cash equivalents		17,033			(31,984	)
Cash and cash equivalents, beginning of period		123,416			240,687
Cash and cash equivalents, end of period	$	140,449		$	208,703
Supplemental disclosures of cash flow information:
Net cash paid (received) during the period for -
Interest	$	96		$	95
Income taxes		(546	)		(705	)