EX-99.1 2 csgs-ex991_6.htm EX-99.1 csgs-ex991_6.htm

Exhibit 99.1

 

 

PRESS RELEASE

 

For Immediate Release

CSG Systems INTERNATIONAL reports results

for THIRD quarter 2016

ENGLEWOOD, COLO. (November 2, 2016) — CSG Systems International, Inc. (Nasdaq: CSGS), the trusted global partner to launch and monetize digital services, today reported results for the quarter ended September 30, 2016.

Key Highlights:

Third quarter 2016 financial results:

 

Total revenues were $189.3 million.

 

GAAP operating income was $36.6 million, or 19.3% of total revenues and non-GAAP operating income was $43.9 million, or 23.2% of total revenues.

 

GAAP earnings per diluted share (EPS) was $0.55. Non-GAAP EPS was $0.75.

 

Cash flows from operations were $8.7 million.

CSG declared its quarterly cash dividend of $0.185 per share of common stock, or a total of approximately $6 million, to shareholders.

During the third quarter, CSG converted approximately one million customer accounts onto its cloud-based Advanced Convergent Platform (ACP) for a total of approximately 1.6 million conversions year-to-date.  Additionally, CSG converted approximately 500,000 more customer accounts in October 2016.

 

“I am really pleased with how we are executing in a challenging environment,” said Bret Griess, president and chief executive officer for CSG International.  “We continue to move market share off of competitors’ solutions and onto our cloud-based platforms.  We are expanding our reach into the broadband and cable space internationally with our recent win at Cablevision Argentina, and we are strengthening and expanding our relationships with carriers around the globe with our managed services offerings.  Our successful execution on our strategy drives profitable revenue growth and long-term shareholder value.”

 


 


CSG Systems International, Inc.

November 2, 2016

Page 2

Financial Overview (unaudited)

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

 

 

 

Quarters Ended September 30,

 

 

Nine Months Ended September 30,

 

 

 

 

 

 

 

 

 

 

 

Percent

 

 

 

 

 

 

 

 

 

 

Percent

 

 

 

2016

 

 

2015

 

 

Changed

 

 

2016

 

 

2015

 

 

Changed

 

Revenues

 

$

189,311

 

 

$

186,960

 

 

 

1

%

 

$

565,789

 

 

$

555,232

 

 

 

2

%

GAAP Results:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating Income

 

$

36,598

 

 

$

31,021

 

 

 

18

%

 

$

107,263

 

 

$

79,070

 

 

 

36

%

Operating Income Margin

 

 

19.3

%

 

 

16.6

%

 

 

 

 

19.0

%

 

 

14.2

%

 

 

EPS

 

$

0.55

 

 

$

0.50

 

 

 

10

%

 

$

1.52

 

 

$

1.17

 

 

 

30

%

Non-GAAP Results:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating Income

 

$

43,893

 

 

$

40,303

 

 

 

9

%

 

$

130,540

 

 

$

106,031

 

 

 

23

%

Operating Income Margin

 

 

23.2

%

 

 

21.6

%

 

 

 

 

23.1

%

 

 

19.1

%

 

 

EPS

 

$

0.75

 

 

$

0.72

 

 

 

4

%

 

$

2.22

 

 

$

1.84

 

 

 

21

%

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 www.csgi.com.

Results of Operations

Revenues: Total revenues for the third quarter of 2016 were $189.3 million, a 1% increase when compared to revenues of $187.0 million for the third quarter of 2015, and a slight decrease when compared to revenues of $190.3 million for the second quarter of 2016. The year-over-year increase in revenues is attributed to the growth of CSG’s cloud and related solutions revenues, resulting primarily from the conversion of customer accounts onto ACP over the past year.  The sequential quarterly decrease is primarily due to lower software and services revenues generated during the third quarter, which was offset to a certain degree by the continued growth in CSG’s cloud and related solutions revenues.   

 

GAAP Results: GAAP operating income for the third quarter of 2016 was $36.6 million, or 19.3% of total revenues, compared to $31.0 million, or 16.6%, for the third quarter of 2015 and $29.4 million, or 15.4% of total revenues, for the second quarter of 2016.  GAAP EPS for the third quarter of 2016 was $0.55, as compared to $0.50 for the third quarter of 2015, and $0.33 for the second quarter of 2016.  

 

The year-over-year increases in GAAP operating margin and GAAP EPS is mainly due to the scale benefits from adding more customer accounts to CSG’s cloud solutions, and operational cost improvements.  The sequential quarterly increase in GAAP operating margin and GAAP EPS is due mainly to the negative impact of the restructuring and reorganization changes incurred during the second quarter of 2016. In addition, in the second quarter of 2016, GAAP EPS was also negatively impacted by the loss on the repurchase of the 2010 Convertible Notes.  The repurchases were done in conjunction with the refinancing of this instrument earlier this year.  

 


 


CSG Systems International, Inc.

November 2, 2016

Page 3

 

Non-GAAP Results: Non-GAAP operating income for the third quarter of 2016 was $43.9 million, or 23.2% of total revenues, compared to $40.3 million, or 21.6%, for the third quarter of 2015, and $42.4 million, or 22.3% of total revenues for the second quarter of 2016. Non-GAAP EPS for the third quarter of 2016 was $0.75, compared to $0.72 for the third quarter of 2015, and $0.70 for the second quarter of 2016. The year-over-year increases in both non-GAAP operating margin and non-GAAP EPS is mainly attributed to the scale benefits from adding more customer accounts to CSG’s cloud solutions, and operational cost improvements.

Balance Sheet and Cash Flows

Cash, cash equivalents and short-term investments at September 30, 2016 were $266.1 million, compared to $286.7 million at June 30, 2016 and $240.9 million at December 31, 2015.  The quarterly decrease can be mainly attributed to the repurchase of $9 million aggregate principal amount of the 2010 Convertible Notes for approximately $17 million in September, leaving $34 million aggregate principal amount of the 2010 Convertible Notes outstanding as of September 30, 2016.

 

CSG generated net cash flows from operations for the third quarters ended September 30, 2016 and 2015 of $8.7 million and $25.8 million, respectively, and had non-GAAP free cash flow of $6.1 million and $20.5 million, respectively.  Cash flows from operations for the third quarter of 2016 were negatively impacted by an increase in accounts receivable, primarily related to the timing around certain recurring client payments that were delayed at quarter-end.  CSG generated net cash flows from operations for the nine months ended September 30, 2016 and 2015 of $59.5 million and $84.3 million, respectively, and had non-GAAP free cash flow of $48.0 million and $67.6 million, respectively.

2016 Financial Guidance

CSG is adjusting its financial guidance for the full year 2016 as follows:

 

 

As of

November 2, 2016

 

Previous

Revenues

 

$755 - $760 million

 

$745 - $760 million

GAAP EPS

 

$1.92 - $2.03

 

$1.76 - $1.86

Non-GAAP EPS

 

$2.79 - $2.89

 

$2.59 - $2.69

GAAP Net Income

 

$63 - $67 million

 

$58 - $62 million

Non-GAAP Adjusted EBITDA

 

$194 - $200 million

 

$184 - $188 million

Cash Flows From Operating Activities

 

$110 - $120 million

 

$110 - $130 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 www.csgi.com.


 


CSG Systems International, Inc.

November 2, 2016

Page 4

 

Conference Call

CSG will host a conference call on Wednesday, November 2, 2016, at 5:00 p.m. Eastern Time, to discuss CSG’s third quarter results for 2016. 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, dial 1-800-768-6570 and ask the operator for the CSG conference call and Liz Bauer, chairperson.

Additional Information

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

 

About CSG International

CSG International (NASDAQ: CSGS) is the trusted global partner to help clients launch and monetize communications and entertainment services in the digital age. Leveraging 30 years of experience and expertise in voice, video, data and content services, CSG delivers market-leading revenue management and customer interaction solutions in licensed and managed service models.  The company drives business transformation initiatives for the majority of the top 100 global communications service providers, including AT&T, Charter Communications, Comcast, DISH, ESPN, Media-Saturn, Orange, Reliance, SingTel Optus, Telstra, Telefonica, Vodafone, Vivo and Verizon. For more information, visit our website at www.csgi.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. Some of these key factors include, but are not limited to the following items:

 

CSG derives approximately sixty percent of its revenues from its three largest clients;

 

Continued market acceptance of CSG’s products and services;

 

Timing and success of previously announced client customer account migrations to CSG’s billing platform;

 

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 as a result of increased dependency on software sales, which are subject to greater volatility;

 

Increasing competition in CSG’s market from companies of greater size and with broader presence in the communications sector;

 

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 maintain a reliable, secure computing environment;

 

CSG’s ability to conduct business in the international marketplace;

 


CSG Systems International, Inc.

November 2, 2016

Page 5

 

CSG’s ability to comply with applicable U.S. and International laws and regulations; and

 

Fluctuations in credit market conditions, general global economic and political conditions, and foreign currency exchange rates.

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:

Liz Bauer, Chief Communications and Investor Relations Officer

(303) 804-4065

E-mail: liz.bauer@csgi.com

 

 


CSG Systems International, Inc.

November 2, 2016

Page 6

CSG SYSTEMS INTERNATIONAL, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS-UNAUDITED

(in thousands, except per share amounts)  

 

 

September 30,

 

 

December 31,

 

 

 

2016

 

 

2015

 

ASSETS

 

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

140,221

 

 

$

132,631

 

Short-term investments

 

 

125,917

 

 

 

108,305

 

Total cash, cash equivalents and short-term investments

 

 

266,138

 

 

 

240,936

 

Trade accounts receivable:

 

 

 

 

 

 

 

 

Billed, net of allowance of $2,906 and $3,600

 

 

201,610

 

 

 

178,854

 

Unbilled

 

 

33,934

 

 

 

41,110

 

Income taxes receivable

 

 

4,012

 

 

 

4,038

 

Other current assets

 

 

33,320

 

 

 

35,153

 

Total current assets

 

 

539,014

 

 

 

500,091

 

Non-current assets:

 

 

 

 

 

 

 

 

Property and equipment, net of depreciation of $120,813 and $112,282

 

 

30,618

 

 

 

35,992

 

Software, net of amortization of $101,176 and $95,094

 

 

30,365

 

 

 

35,095

 

Goodwill

 

 

206,887

 

 

 

219,724

 

Client contracts, net of amortization of $94,297 and $87,890

 

 

35,695

 

 

 

39,738

 

Deferred income taxes

 

 

14,239

 

 

 

17,462

 

Other assets

 

 

11,300

 

 

 

14,629

 

Total non-current assets

 

 

329,104

 

 

 

362,640

 

Total assets

 

$

868,118

 

 

$

862,731

 

LIABILITIES, CURRENT PORTION OF LONG-TERM DEBT CONVERSION OBLIGATION AND STOCKHOLDERS' EQUITY

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

 

Current portion of long-term debt, net of unamortized discounts of $734 and $8,632

 

$

47,123

 

 

$

148,868

 

Client deposits

 

 

32,746

 

 

 

33,694

 

Trade accounts payable

 

 

25,348

 

 

 

43,392

 

Accrued employee compensation

 

 

58,941

 

 

 

59,607

 

Deferred revenue

 

 

48,959

 

 

 

41,907

 

Income taxes payable

 

 

2,234

 

 

 

8,962

 

Other current liabilities

 

 

17,260

 

 

 

22,980

 

Total current liabilities

 

 

232,611

 

 

 

359,410

 

Non-current liabilities:

 

 

 

 

 

 

 

 

Long-term debt, net of unamortized discounts of $24,169 and $4,738

 

 

329,581

 

 

 

130,262

 

Deferred revenue

 

 

7,726

 

 

 

9,828

 

Income taxes payable

 

 

4,392

 

 

 

4,413

 

Deferred income taxes

 

 

19

 

 

 

182

 

Other non-current liabilities

 

 

12,828

 

 

 

12,791

 

Total non-current liabilities

 

 

354,546

 

 

 

157,476

 

Total liabilities

 

 

587,157

 

 

 

516,886

 

Current portion of long-term debt conversion obligation

 

 

28,690

 

 

 

-

 

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;  32,317 and 32,555 shares outstanding

 

 

672

 

 

 

672

 

Common stock warrants; 2,851 and 2,851 warrants issued and outstanding

 

 

7,310

 

 

 

7,310

 

Additional paid-in capital

 

 

397,029

 

 

 

503,254

 

Treasury stock, at cost, 34,865 and 34,601 shares

 

 

(823,963

)

 

 

(814,437

)

Accumulated other comprehensive income (loss):

 

 

 

 

 

 

 

 

Unrealized loss on short-term investments, net of tax

 

 

(6

)

 

 

(97

)

Cumulative foreign currency translation adjustments

 

 

(36,721

)

 

 

(26,288

)

Accumulated earnings

 

 

707,950

 

 

 

675,431

 

Total stockholders' equity

 

 

252,271

 

 

 

345,845

 

Total liabilities, current portion of long-term debt conversion obligation and stockholders' equity

 

$

868,118

 

 

$

862,731

 

 


CSG Systems International, Inc.

November 2, 2016

Page 7

CSG SYSTEMS INTERNATIONAL, INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME-UNAUDITED

(in thousands, except per share amounts)

 

 

 

Quarter Ended

 

 

Nine Months Ended

 

 

 

September 30, 2016

 

 

September 30, 2015

 

 

September 30, 2016

 

 

September 30, 2015

 

Revenues:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cloud and related solutions

 

$

151,217

 

 

$

143,887

 

 

$

451,023

 

 

$

429,009

 

Software and services

 

 

18,634

 

 

 

23,231

 

 

 

58,964

 

 

 

68,301

 

Maintenance

 

 

19,460

 

 

 

19,842

 

 

 

55,802

 

 

 

57,922

 

Total revenues

 

 

189,311

 

 

 

186,960

 

 

 

565,789

 

 

 

555,232

 

Cost of revenues (exclusive of depreciation, shown separately below):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cloud and related solutions

 

 

70,150

 

 

 

67,428

 

 

 

206,578

 

 

 

201,455

 

Software and services

 

 

12,230

 

 

 

15,244

 

 

 

37,057

 

 

 

52,912

 

Maintenance

 

 

11,040

 

 

 

9,510

 

 

 

32,051

 

 

 

29,877

 

Total cost of revenues

 

 

93,420

 

 

 

92,182

 

 

 

275,686

 

 

 

284,244

 

Other operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Research and development

 

 

23,572

 

 

 

24,941

 

 

 

71,479

 

 

 

76,567

 

Selling, general and administrative

 

 

32,508

 

 

 

34,247

 

 

 

101,539

 

 

 

102,261

 

Depreciation

 

 

3,398

 

 

 

3,723

 

 

 

10,423

 

 

 

11,268

 

Restructuring and reorganization charges

 

 

(185

)

 

 

846

 

 

 

(601

)

 

 

1,822

 

Total operating expenses

 

 

152,713

 

 

 

155,939

 

 

 

458,526

 

 

 

476,162

 

Operating income

 

 

36,598

 

 

 

31,021

 

 

 

107,263

 

 

 

79,070

 

Other income (expense):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense

 

 

(4,398

)

 

 

(2,526

)

 

 

(11,876

)

 

 

(8,431

)

Amortization of original issue discount

 

 

(1,062

)

 

 

(1,576

)

 

 

(3,856

)

 

 

(4,639

)

Interest and investment income, net

 

 

707

 

 

 

278

 

 

 

1,698

 

 

 

674

 

Loss on repurchase of convertible notes

 

 

(332

)

 

 

-

 

 

 

(8,651

)

 

 

-

 

Other, net

 

 

(1,354

)

 

 

746

 

 

 

(4,040

)

 

 

426

 

Total other

 

 

(6,439

)

 

 

(3,078

)

 

 

(26,725

)

 

 

(11,970

)

Income before income taxes

 

 

30,159

 

 

 

27,943

 

 

 

80,538

 

 

 

67,100

 

Income tax provision

 

 

(12,265

)

 

 

(11,196

)

 

 

(30,303

)

 

 

(28,201

)

Net income

 

$

17,894

 

 

$

16,747

 

 

$

50,235

 

 

$

38,899

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted-average shares outstanding:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

31,063

 

 

 

30,920

 

 

 

30,922

 

 

 

31,087

 

Diluted

 

 

32,639

 

 

 

33,287

 

 

 

33,041

 

 

 

33,241

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Earnings per common share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

0.58

 

 

$

0.54

 

 

$

1.62

 

 

$

1.25

 

Diluted

 

 

0.55

 

 

 

0.50

 

 

 

1.52

 

 

 

1.17

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash dividends declared per common share

 

$

0.19

 

 

$

0.18

 

 

$

0.56

 

 

$

0.53

 

 

 


CSG Systems International, Inc.

November 2, 2016

Page 8

CSG SYSTEMS INTERNATIONAL, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS-UNAUDITED

(in thousands)

 

 

Nine Months Ended

 

 

 

September 30, 2016

 

 

September 30, 2015

 

Cash flows from operating activities:

 

 

 

 

 

 

 

 

Net income

 

$

50,235

 

 

$

38,899

 

Adjustments to reconcile net income to net cash provided by operating activities-

 

 

 

 

 

 

 

 

Depreciation

 

 

10,423

 

 

 

11,268

 

Amortization

 

 

19,921

 

 

 

22,353

 

Amortization of original issue discount

 

 

3,856

 

 

 

4,639

 

(Gain) loss on short-term investments and other

 

 

(23

)

 

 

179

 

Loss on repurchase of convertible notes

 

 

8,651

 

 

 

-

 

(Gain) loss on disposition of business operations

 

 

(6,611

)

 

 

767

 

Deferred income taxes

 

 

(2,159

)

 

 

(5,556

)

Excess tax benefit of stock-based compensation awards

 

 

(4,622

)

 

 

(2,174

)

Stock-based compensation

 

 

17,273

 

 

 

15,775

 

Changes in operating assets and liabilities, net of acquired amounts:

 

 

 

 

 

 

 

 

Trade accounts receivable, net

 

 

(16,275

)

 

 

(1,869

)

Other current and non-current assets

 

 

199

 

 

 

(6,092

)

Income taxes payable/receivable

 

 

(2,750

)

 

 

3,588

 

Trade accounts payable and accrued liabilities

 

 

(23,628

)

 

 

(3,703

)

Deferred revenue

 

 

5,016

 

 

 

6,272

 

Net cash provided by operating activities

 

 

59,506

 

 

 

84,346

 

 

 

 

 

 

 

 

 

 

Cash flows from investing activities:

 

 

 

 

 

 

 

 

Purchases of property and equipment

 

 

(11,542

)

 

 

(16,776

)

Purchases of short-term investments

 

 

(122,736

)

 

 

(107,462

)

Proceeds from sale/maturity of short-term investments

 

 

107,816

 

 

 

127,766

 

Acquisition of and investments in business, net of cash acquired

 

 

-

 

 

 

(962

)

Acquisition of and investments in client contracts

 

 

(6,038

)

 

 

(6,374

)

Proceeds from the disposition of business operations

 

 

8,850

 

 

 

-

 

Net cash used in investing activities

 

 

(23,650

)

 

 

(3,808

)

 

 

 

 

 

 

 

 

 

Cash flows from financing activities:

 

 

 

 

 

 

 

 

Proceeds from issuance of common stock

 

 

1,120

 

 

 

1,148

 

Payment of cash dividends

 

 

(18,325

)

 

 

(16,811

)

Repurchase of common stock

 

 

(22,455

)

 

 

(64,995

)

Payments on acquired asset financing

 

 

-

 

 

 

(829

)

Proceeds from long-term debt

 

 

230,000

 

 

 

150,000

 

Payments on long-term debt

 

 

(5,625

)

 

 

(125,625

)

Repurchase of convertible notes

 

 

(215,657

)

 

 

-

 

Payments of deferred financing costs

 

 

(6,744

)

 

 

(2,742

)

Excess tax benefit of stock-based compensation awards

 

 

4,622

 

 

 

2,174

 

Net cash used in financing activities

 

 

(33,064

)

 

 

(57,680

)

Effect of exchange rate fluctuations on cash

 

 

4,798

 

 

 

(4,405

)

 

 

 

 

 

 

 

 

 

Net increase in cash and cash equivalents

 

 

7,590

 

 

 

18,453

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents, beginning of period

 

 

132,631

 

 

 

81,712

 

Cash and cash equivalents, end of period

 

$

140,221

 

 

$

100,165

 

 

 

 

 

 

 

 

 

 

Supplemental disclosures of cash flow information:

 

 

 

 

 

 

 

 

Cash paid during the period for-

 

 

 

 

 

 

 

 

Interest

 

$

11,165

 

 

$

7,484

 

Income taxes

 

 

35,260

 

 

 

30,998

 


 


CSG Systems International, Inc.

November 2, 2016

Page 9

EXHIBIT 1

CSG SYSTEMS INTERNATIONAL, INC.

SUPPLEMENTAL REVENUE ANALYSIS

Revenues by Geography

 

 

 

Quarter Ended

 

 

Quarter Ended

 

 

Quarter Ended

 

 

 

September 30,

 

 

June 30,

 

 

September 30,

 

 

 

2016

 

 

2016

 

 

2015

 

Americas

 

 

86

%

 

 

85

%

 

 

84

%

Europe, Middle East and Africa

 

 

9

%

 

 

9

%

 

 

11

%

Asia Pacific

 

 

5

%

 

 

6

%

 

 

5

%

Total Revenues

 

 

100

%

 

 

100

%

 

 

100

%

 

Revenues by Significant Customers: 10% or more of Revenues

 

 

 

Quarter Ended

 

 

Quarter Ended

 

 

Quarter Ended

 

 

 

September 30,

 

 

June 30,

 

 

September 30,

 

 

 

2016

 

 

2016

 

 

2015

 

Comcast

 

 

27

%

 

 

25

%

 

 

24

%

Charter/Time Warner (combined for all periods)

 

 

21

%

 

 

22

%

 

 

21

%

DISH

 

 

13

%

 

 

14

%

 

 

14

%

 

 

 

 


CSG Systems International, Inc.

November 2, 2016

Page 10

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 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 non-GAAP financial measure to the most directly comparable GAAP measure.

 


CSG Systems International, Inc.

November 2, 2016

Page 11

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

 

  

EPS

 

Restructuring and reorganization charges

  

 

X

 

 

 

X

 

Acquisition-related charges

  

 

X

 

 

 

X

 

Stock-based compensation

  

 

X

 

 

 

X

 

Amortization of acquired intangible assets

  

 

X

 

 

 

X

 

Amortization of original issue discount (“OID”)

  

 

 

 

 

X

 

Gain (loss) on repurchase of convertible notes

 

 

 

 

 

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:

 

Restructuring and reorganization charges are infrequent expenses that result from cost reduction initiatives and/or significant changes to CSG’s business, to include such things as involuntary employee terminations, changes in management structure, divestitures of businesses, facility consolidations and abandonments, and fundamental reorganizations impacting operational focus and direction. These charges are not considered reflective of CSG’s recurring core business operating results. The exclusion of these items 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.

 

Acquisition-related charges relate to direct and incremental expenses related to business acquisitions, and thus, are not considered reflective of CSG’s recurring core business operating results. These charges typically include expenses related to legal, accounting, and other professional services. The exclusion of these charges 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, but instead is more dependent on CSG’s stock price at the date the equity award is granted, and the employee service period over which the equity awards vest. 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.

 

Amortization of acquired intangible assets is the result of business acquisitions. A portion of the purchase price in an acquisition is allocated to acquired intangible assets (e.g., software, client relationships, etc.), which are then amortized to expense over their estimated useful lives. This annual amortization expense is generally unchanged from the initial estimates, regardless of performance of the acquired business in any one period. Also, the value assigned to acquired intangible assets in a business combination is based

 


CSG Systems International, Inc.

November 2, 2016

Page 12

 

on various estimates and valuation techniques, and does not necessarily represent the costs CSG would incur to develop such capabilities internally. Additionally, amortization of acquired intangible assets can be inconsistent in amount and frequency, and can be significantly affected by the timing and size of an acquisition. 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 acquisitions 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.

 

The convertible notes OID is the result of allocating a portion of the principal balance of the debt at issuance to the equity component of the instrument, as required under current accounting rules. This OID is then amortized to interest expense over the life of the respective convertible debt instrument. The interest expense related to the amortization of the OID is a non-cash expense, and therefore, the exclusion of this item allows investors to further evaluate the cash interest costs of CSG’s convertible notes for cash flow, liquidity, and debt service purposes.

 

Gains and losses related to the repurchase of CSG’s convertible notes are not considered reflective of CSG’s recurring core business operating results.  Any resulting gain or loss on the repurchase of CSG’s convertible notes is non-cash income or expense, and therefore, the exclusion of this item allows investors to further evaluate the cash impact of these repurchases for cash flow and liquidity purposes.  In addition, the exclusion of these gains and losses in calculating CSG’s non-GAAP EPS allows management and investors an additional means to compare CSG’s current operating results with historical and future periods.  

 

Unusual items within CSG’s quarterly and/or annual income tax expense can occur from such things as income tax accounting timing matters, income taxes related to unusual events, or as a result of different treatment of certain items for book accounting and income tax purposes. Consideration of such items 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.

CSG also reports non-GAAP adjusted EBITDA and non-GAAP free cash flow. 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, and unusual items, such as restructuring and reorganization charges, and gains and losses related to the repurchase of CSG’s convertible notes, 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 property and equipment.

 


CSG Systems International, Inc.

November 2, 2016

Page 13

Non-GAAP Financial Measures

Non-GAAP Operating Income:

The reconciliations of GAAP operating income to non-GAAP operating income for the indicated periods are as follows (in thousands, except percentages):  

 

 

Quarter Ended

 

 

Quarter Ended

 

 

 

September 30, 2016

 

 

September 30, 2015

 

 

 

 

 

 

 

% of

 

 

 

 

 

 

% of

 

 

 

Amounts

 

 

Revenues

 

 

Amounts

 

 

Revenues

 

GAAP operating income

 

$

36,598

 

 

 

19.3

%

 

$

31,021

 

 

 

16.6

%

Restructuring and reorganization charges (1)

 

 

(185

)

 

 

(0.1

%)

 

 

846

 

 

 

0.5

%

Stock-based compensation (1)

 

 

5,364

 

 

 

2.9

%

 

 

5,387

 

 

 

2.9

%

Amortization of acquired intangible assets

 

 

2,116

 

 

 

1.1

%

 

 

3,049

 

 

 

1.6

%

Non-GAAP operating income

 

$

43,893

 

 

 

23.2

%

 

$

40,303

 

 

 

21.6

%

 

 

 

Nine Months Ended

 

 

Nine Months Ended

 

 

 

September 30, 2016

 

 

September 30, 2015

 

 

 

 

 

 

 

% of

 

 

 

 

 

 

% of

 

 

 

Amounts

 

 

Revenues

 

 

Amounts

 

 

Revenues

 

GAAP operating income

 

$

107,263

 

 

 

19.0

%

 

$

79,070

 

 

 

14.2

%

Restructuring and reorganization charges (1)

 

 

(601

)

 

 

(0.1

%)

 

 

1,822

 

 

 

0.3

%

Stock-based compensation (1)

 

 

17,352

 

 

 

3.1

%

 

 

15,860

 

 

 

2.9

%

Amortization of acquired intangible assets

 

 

6,526

 

 

 

1.1

%

 

 

9,279

 

 

 

1.7

%

Non-GAAP operating income

 

$

130,540

 

 

 

23.1

%

 

$

106,031

 

 

 

19.1

%

(1)

Stock-based compensation included in the tables above and following excludes amounts that have been recorded in restructuring and reorganization charges.  In addition, restructuring and reorganization charges include the impact of the gain on disposition of business operations for the nine months ended September 30, 2016.

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

 

 

 

September 30, 2016

 

 

September 30, 2015

 

 

 

Amounts

 

 

EPS (3)

 

 

Amounts

 

 

EPS (3)

 

GAAP net income

 

$

17,894

 

 

$

0.55

 

 

$

16,747

 

 

$

0.50

 

GAAP income tax provision (2)

 

 

12,265

 

 

 

 

 

 

 

11,196

 

 

 

 

 

GAAP income before income taxes

 

 

30,159

 

 

 

 

 

 

 

27,943

 

 

 

 

 

Restructuring and reorganization charges (1)

 

 

(185

)

 

 

 

 

 

 

846

 

 

 

 

 

Stock-based compensation (1)

 

 

5,364

 

 

 

 

 

 

 

5,387

 

 

 

 

 

Amortization of acquired intangible assets

 

 

2,116

 

 

 

 

 

 

 

3,049

 

 

 

 

 

Loss on repurchase of convertible notes

 

 

332

 

 

 

 

 

 

 

-

 

 

 

 

 

Amortization of OID

 

 

1,062

 

 

 

 

 

 

 

1,576

 

 

 

 

 

Non-GAAP income before income taxes

 

 

38,848

 

 

 

 

 

 

 

38,801

 

 

 

 

 

Non-GAAP income tax provision (2)

 

 

(14,374

)

 

 

 

 

 

 

(14,744

)

 

 

 

 

Non-GAAP net income

 

$

24,474

 

 

$

0.75

 

 

$

24,057

 

 

$

0.72

 

 


CSG Systems International, Inc.

November 2, 2016

Page 14

 

 

 

Nine Months Ended

 

 

Nine Months Ended

 

 

 

September 30, 2016

 

 

September 30, 2015

 

 

 

Amounts

 

 

EPS (3)

 

 

Amounts

 

 

EPS (3)

 

GAAP net income

 

$

50,235

 

 

$

1.52

 

 

$

38,899

 

 

$

1.17

 

GAAP income tax provision (2)

 

 

30,303

 

 

 

 

 

 

 

28,201

 

 

 

 

 

GAAP income before income taxes

 

 

80,538

 

 

 

 

 

 

 

67,100

 

 

 

 

 

Restructuring and reorganization charges (1)

 

 

(601

)

 

 

 

 

 

 

1,822

 

 

 

 

 

Stock-based compensation (1)

 

 

17,352

 

 

 

 

 

 

 

15,860

 

 

 

 

 

Amortization of acquired intangible assets

 

 

6,526

 

 

 

 

 

 

 

9,279

 

 

 

 

 

Loss on repurchase of convertible notes

 

 

8,651

 

 

 

 

 

 

 

-

 

 

 

 

 

Amortization of OID

 

 

3,856

 

 

 

 

 

 

 

4,639

 

 

 

 

 

Non-GAAP income before income taxes

 

 

116,322

 

 

 

 

 

 

 

98,700

 

 

 

 

 

Non-GAAP income tax provision (2)

 

 

(43,039

)

 

 

 

 

 

 

(37,506

)

 

 

 

 

Non-GAAP net income

 

$

73,283

 

 

$

2.22

 

 

$

61,194

 

 

$

1.84

 

(2)

For the third quarter and nine months ended September 30, 2016 the GAAP effective income tax rates were approximately 41% and 38%, respectively, and the non-GAAP effective income tax rate was approximately 37% for both periods.

 

For the third quarter and nine months ended September 30, 2015, the GAAP effective income tax rates were approximately 40% and 42%, respectively, and the non-GAAP effective income tax rate was approximately 38%. The difference between the GAAP and the non-GAAP effective income tax rates relates primarily to the timing of the 2015 R&D tax credit legislation.  The anticipated quarterly benefit of the credits was included for non-GAAP purposes, but could not be reflected for GAAP purposes until the legislation was actually passed.

(3)

The outstanding diluted shares for the third quarter and nine months ended September 30, 2016 were 32.6 million and 33.0 million, respectively, and for the third quarter and nine months ended September 30, 2015 were 33.3 million and 33.2 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

 

 

Nine Months Ended

 

 

 

September 30,

 

 

September 30,

 

 

 

2016

 

2015

 

 

2016

 

 

2015

 

GAAP net income

 

$

17,894

 

 

$

16,747

 

 

$

50,235

 

 

$

38,899

 

GAAP income tax provision

 

 

12,265

 

 

 

11,196

 

 

 

30,303

 

 

 

28,201

 

Interest expense (4)

 

 

4,398

 

 

 

2,526

 

 

 

11,876

 

 

 

8,431

 

Amortization of OID

 

 

1,062

 

 

 

1,576

 

 

 

3,856

 

 

 

4,639

 

Loss on repurchase of convertible notes

 

 

332

 

 

 

-

 

 

 

8,651

 

 

 

-

 

Interest and investment income and other, net

 

 

647

 

 

 

(1,024

)

 

 

2,342

 

 

 

(1,100

)

GAAP operating income

 

 

36,598

 

 

 

31,021

 

 

 

107,263

 

 

 

79,070

 

Restructuring and reorganization charges (1)

 

 

(185

)

 

 

846

 

 

 

(601

)

 

 

1,822

 

Stock-based compensation (1)

 

 

5,364

 

 

 

5,387

 

 

 

17,352

 

 

 

15,860

 

Amortization of acquired intangible assets (5)

 

 

2,116

 

 

 

3,049

 

 

 

6,526

 

 

 

9,279

 

Amortization of other intangible assets (5)

 

 

4,171

 

 

 

3,668

 

 

 

11,706

 

 

 

10,785

 

Depreciation

 

 

3,398

 

 

 

3,723

 

 

 

10,423

 

 

 

11,268

 

Adjusted EBITDA

 

$

51,462

 

 

$

47,694

 

 

$

152,669

 

 

$

128,084

 

Adjusted EBITDA as a percentage of revenues

 

 

27

%

 

 

26

%

 

 

27

%

 

 

23

%

 


CSG Systems International, Inc.

November 2, 2016

Page 15

(4)

Interest expense includes amortization of deferred financing costs as provided in Note 5 below.

(5)

Amortization on the statement of cash flows is made up of the following items for the indicated periods (in thousands):

 

 

 

Quarter Ended

 

 

Nine Months Ended

 

 

 

September 30,

 

 

September 30,

 

 

 

2016

 

 

2015

 

 

2016

 

 

2015

 

Amortization of acquired intangible assets

 

$

2,116

 

 

$

3,049

 

 

$

6,526

 

 

$

9,279

 

Amortization of other intangible assets

 

 

4,171

 

 

 

3,668

 

 

 

11,706

 

 

 

10,785

 

Amortization of deferred financing costs

 

 

594

 

 

 

461

 

 

 

1,689

 

 

 

2,289

 

Total amortization

 

$

6,881

 

 

$

7,178

 

 

$

19,921

 

 

$

22,353

 

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

 

 

Nine Months Ended

 

 

 

September 30,

 

 

September 30,

 

 

 

2016

 

 

2015

 

 

2016

 

 

2015

 

Cash flows from operating activities

 

$

8,740

 

 

$

25,834

 

 

$

59,506

 

 

$

84,346

 

Purchases of property and equipment

 

 

(2,679

)

 

 

(5,351

)

 

 

(11,542

)

 

 

(16,776

)

Non-GAAP free cash flow

 

$

6,061

 

 

$

20,483

 

 

$

47,964

 

 

$

67,570

 

Non-GAAP Financial Measures – 2016 Financial Guidance

Non-GAAP Operating Income Margin:

The reconciliation of GAAP operating income margin to non-GAAP operating income margin, as included in CSG’s 2016 full year financial guidance, is as follows:  

 

 

 

2016

 

 

 

Guidance

 

GAAP operating income margin

 

 

18.0

%

Restructuring and reorganization charges (6)

 

 

(0.1

%)

Stock-based compensation (7)

 

 

3.0

%

Amortization of acquired intangible assets (8)

 

 

1.1

%

Non-GAAP operating income ("approximately 22%")

 

 

22.0

%

 

(6)

This represents the pretax impact of restructuring and reorganization charges of an estimated ($0.5) million on CSG’s operating income margin as a percentage of the midpoint of 2016 revenue guidance.

(7)

This represents the pretax impact of stock-based compensation expense of an estimated $23 million on CSG’s operating income margin as a percentage of the midpoint of 2016 revenue guidance.

(8)

This represents the pretax impact of amortization of acquired intangible assets expense of an estimated $8.5 million on CSG’s operating income margin as a percentage of the midpoint of 2016 revenue guidance.

 

 


CSG Systems International, Inc.

November 2, 2016

Page 16

Non-GAAP EPS:

The reconciliation of GAAP EPS to non-GAAP EPS as included in CSG’s 2016 full year financial guidance is as follows (in thousands, except per share amounts):  

 

 

2016 Guidance Range

 

 

 

Low Range

 

 

High Range

 

 

 

Amounts

 

 

EPS (10)

 

 

Amounts

 

 

EPS (10)

 

GAAP net income

 

$

63,500

 

 

$

1.92

 

 

$

67,200

 

 

$

2.03

 

GAAP income tax provision (9)

 

 

37,900

 

 

 

 

 

 

 

39,600

 

 

 

 

 

GAAP income before income taxes

 

 

101,400

 

 

 

 

 

 

 

106,800

 

 

 

 

 

Restructuring and reorganization charges

 

 

(500

)

 

 

 

 

 

 

(500

)

 

 

 

 

Stock-based compensation

 

 

23,000

 

 

 

 

 

 

 

23,000

 

 

 

 

 

Amortization of acquired intangible assets

 

 

8,500

 

 

 

 

 

 

 

8,500

 

 

 

 

 

Loss on repurchase of convertible notes

 

 

8,700

 

 

 

 

 

 

 

8,700

 

 

 

 

 

Amortization of OID

 

 

5,000

 

 

 

 

 

 

 

5,000

 

 

 

 

 

Non-GAAP income before income taxes

 

 

146,100

 

 

 

 

 

 

 

151,500

 

 

 

 

 

Non-GAAP income tax provision (9)

 

 

(54,000

)

 

 

 

 

 

 

(56,000

)

 

 

 

 

Non-GAAP net income

 

$

92,100

 

 

$

2.79

 

 

$

95,500

 

 

$

2.89

 

 

(9)

For 2016, the estimated effective income tax rate for GAAP and non-GAAP purposes are expected to be approximately 37%.

 

(10)

The weighted-average diluted shares outstanding are expected to be 33.1 million.

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 CSG’s 2016 full year financial guidance at the mid-point (in thousands, except percentages):

 

 

2016

 

GAAP net income

 

$

65,000

 

GAAP income tax provision

 

 

39,000

 

Interest expense

 

 

16,000

 

Amortization of OID

 

 

5,000

 

Loss on repurchase of convertible notes

 

 

8,700

 

Interest and investment income and other, net

 

 

2,000

 

GAAP operating income

 

 

135,700

 

Restructuring and reorganization charges

 

 

(500

)

Stock-based compensation

 

 

23,000

 

Amortization of acquired intangible assets

 

 

8,500

 

Amortization of other intangible assets

 

 

16,000

 

Depreciation

 

 

14,000

 

Adjusted EBITDA

 

$

196,700

 

Adjusted EBITDA as a percentage of revenues

 

 

26

%

 


CSG Systems International, Inc.

November 2, 2016

Page 17

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 is provided below for the indicated period (in thousands):

 

 

 

2016

 

Cash flows from operating activities

 

$

115,000

 

Purchases of property and equipment

 

 

(17,500

)

Non-GAAP free cash flow

 

$

97,500