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Form 8-K CSG SYSTEMS INTERNATIONA For: Feb 04

February 4, 2015 9:03 AM

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): February 4, 2015

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)

Registrants 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 February 4, 2015, CSG Systems International, Inc. (CSG) issued a press release relating to the results of its operations for the quarter and year ended December 31, 2014.��A copy of such press release is attached to this Form 8-K as Exhibit 99.1 and hereby incorporated by reference.��

In the attached press release, CSG makes reference to non-GAAP financial measures.��Non-GAAP financial measures are not measures of performance under GAAP, and therefore should not be considered in isolation or as a substitute for GAAP financial information.� There are limitations with the use of non-GAAP financial measures since they are not based on any comprehensive set of accounting rules or principles, and the way in which CSG calculates non-GAAP financial measures may differ from the way in which other companies calculate similar non-GAAP financial measures. A more detailed discussion of CSGs use of non-GAAP financial measures, to include reconciliations of the non-GAAP financial measures to the comparable GAAP financial measures, is contained in the attached press release and is posted to the Companys website at www.csgi.com.


9.01. Financial Statements and Exhibits.

(d) Exhibits

99.1

��

Press release of CSG Systems International, Inc. dated February 4, 2015

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: February 4, 2015

CSG SYSTEMS INTERNATIONAL, INC.

By:

�/s/ Rolland B. Johns�

Rolland B. Johns,

Chief Accounting Officer

3

Exhibit 99.1

PRESS RELEASE

For Immediate Release

CSG Systems INTERNATIONAL reports results

for fourth quarter and full year 2014

2 million Comcast Customers Converted to CSG Solution

Company Announces 3-year, $150 million Share Buyback and 11% Increase in Annual Dividend

ENGLEWOOD, COLO. (February 4, 2015)  CSG Systems International, Inc. (Nasdaq: CSGS), a leading global provider of interactive transaction-driven solutions and services, today reported results for the quarter and full year ended December 31, 2014.

Key Financial Highlights:

"

Fourth quarter 2014 results:

"

Total revenues were $193.7 million.

"

Non-GAAP operating income was $32.1 million, or 16.6% of total revenues and GAAP operating income was $19.1 million, or 9.9% of total revenues.

"

Non-GAAP earnings per diluted share (EPS) was $0.61. GAAP EPS was $0.38.

"

Cash flows from operations were $47.7 million.

"

Full year 2014 results:

"

Total revenues were $751.3 million.

"

Non-GAAP operating income was $121.7 million, or 16.2% of total revenues and GAAP operating income was $75.7 million, or 10.1% of total revenues.

"

Non-GAAP EPS was $2.12. GAAP EPS was $1.10.

"

Cash flows from operations were $83.7 million.

"

CSG paid its quarterly cash dividend of $0.1575 per share of common stock, or a total of approximately $5 million, to shareholders on December 19, 2014, bringing the total 2014 dividend payments to approximately $21 million.

"

During the fourth quarter and the full year 2014, CSG repurchased, under its stock repurchase program, approximately 541,000 shares of its common stock for approximately $13.9 million (weighted-average price of $25.62 per share) and approximately 733,000 shares of its common stock for approximately $19.1 million (weighted-average price of $26.05 per share), respectively.

"

CSG converted over 2 million Comcast customer accounts onto its system.



CSG Systems International, Inc.

February 4, 2015

Page 2

"

CSG announced an increase in its capital allocation to shareholders, and an improvement in its capital structure, which includes the following key items:

"

An 11% increase in its annual dividend effective for the first quarter of 2015;

"

An increase in planned share repurchases of up to $150 million under its Share Repurchase Program over the next three years,

"

An amendment to CSGs current credit agreement to provide additional capital capacity and flexibility in managing its capital structure over the next five years.

We enter 2015 with several opportunities to continue to accelerate the long-term growth in our revenues and earnings and at the same time invest in our business, said Peter Kalan, chief executive officer and president for CSG International.� First, we are growing our recurring revenues through our North American cable market share wins and with our early successes on our international managed services business.� Next, we are the go-to provider for any company looking to monetize their video and digital services in new ways.� Third, we are able to expand our margins through the scale of our processing business and through prudent cost management.� And finally, with the visibility that we have into our business, we are increasing our share buyback and dividend while maintaining the flexibility to use our balance sheet to be opportunistic with our investments in the business.

Financial Overview (unaudited)

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

��

Quarter Ended December�31,

Year Ended December�31,

��

2014

2013

Percent
Change

2014

2013

Percent
Change

Revenues

��

$

193,697

$

194,549

(0

)%

$

751,286

$

747,468

1

%

Non-GAAP Results:

��

Operating Income

��

$

32,082

$

35,812

(10

)%

$

121,722

$

123,187

(1

)%

Operating Income Margin

��

16.6

%

18.4

%



16.2

%

16.5

%



EPS

��

$

0.61

$

0.63

(3

)%

$

2.12

$

2.21

(4

)%

GAAP Results:

��

Operating Income

��

$

19,125

$

16,435

16

%

$

75,690

$

76,704

(1

)%

Operating Income Margin

��

9.9

%

8.4

%



10.1

%

10.3

%



EPS

��

$

0.38

$

0.27

41

%

$

1.10

$

1.56

(29

)%

For additional information and reconciliations regarding CSGs use of non-GAAP financial measures, please refer to the attached Exhibit 2 and the Investor Relations section of CSGs website at www.csgi.com.

Results of Operations

Revenues: Total revenues for the fourth quarter of 2014 were $193.7 million, a slight decrease when compared to revenues of $194.5 million for the fourth quarter of 2013, and a 5% increase when compared to $185.0 million for the third quarter of 2014. The sequential quarterly increase can be attributed to the stronger revenues CSG typically experiences during the fourth quarter.��Total revenues for the full year 2014 were $751.3 million, a 1% increase when compared to revenues of $747.5 million for the full year 2013.��The year-over-year increase in annual revenues is due mainly to the strong growth in processing revenues CSG experienced during 2014, which


CSG Systems International, Inc.

February 4, 2015

Page 3

more than offset lower software and services revenues for the year and the $13 million year-over-year impact of two business divestitures completed in the second half of 2013.

Non-GAAP Results: Non-GAAP operating income for the fourth quarter of 2014 was $32.1 million, or 16.6% of total revenues, compared to $35.8 million, or 18.4%, for the fourth quarter of 2013. Non-GAAP operating income for the third quarter of 2014 was $29.9 million, or 16.2% of total revenues.

Non-GAAP operating income for the full year 2014 was $121.7 million, or 16.2% of total revenues, which compares to $123.2 million, or 16.5% of total revenues for the full year 2013.��

Non-GAAP EPS for the fourth quarter of 2014 was $0.61, compared to $0.63 for the fourth quarter of 2013, and $0.49 for the third quarter of 2014. This 2014 fourth quarter EPS amount included a $0.05 benefit related to a better than expected income tax rate for the quarter of 34%, compared to the previous expectation of 40%.��The sequential quarterly increase in non-GAAP EPS can be attributed to a lower non-GAAP effective income tax rate for the quarter, and the higher sequential revenues between periods.��Non-GAAP EPS for the full year 2014 was $2.12, compared to non-GAAP EPS of $2.21 for the full year 2013, with the decrease due to higher diluted shares outstanding, and to a lesser degree, a slightly higher non-GAAP effective income tax rate.

GAAP Results: GAAP operating income for the fourth quarter of 2014 was $19.1 million, or 9.9% of total revenues, compared to $16.4 million, or 8.4%, for the same period in 2013. GAAP operating income for the full year 2014 was $75.7 million, or 10.1% of total revenues, compared to $76.7 million, or 10.3% of total revenues for the full year 2013.��

GAAP EPS for the fourth quarter of 2014 was $0.38, compared to $0.27 for the fourth quarter of 2013.��GAAP EPS for the full year 2014 was $1.10, compared to $1.56 for the full year 2013, with the 2013 GAAP EPS benefiting from an unusually low tax rate of 17%, which provided a benefit of $0.42 per diluted share.

Balance Sheet and Cash Flows

Balance Sheet: Certain key balance sheet items as of the indicated dates are as follows (in thousands):

��

December�31,
2014

September�30,
2014

December�31,
2013

Cash, cash equivalents, and short-term investments

��

$

201,800

$

183,459

$

210,837

Net billed trade accounts receivable (1)

��

184,369

191,024

178,511

Total long-term debt:

��

Par value

��

$

270,000

$

273,750

$

285,000

Unamortized OID

��

(14,169

)

(15,656

)

(19,950

)

Net debt carrying amount

��

$

255,831

$

258,094

$

265,050

(1)

The higher trade accounts receivable balance at September 30, 2014, is primarily related to the timing around certain monthly customer payments.


CSG Systems International, Inc.

February 4, 2015

Page 4

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

Quarter Ended December 31,

Year Ended

December 31,

��

2014

2013

2014

2013

Cash Flows from Operating Activities:

��

Operations (2)

��

$

30,675

$

30,396

$

105,914

$

132,658

Changes in operating assets and liabilities (3)

��

17,070

9,656

(22,263

)

(6,024

)

Net cash provided by operating activities

��

$

47,745

$

40,052

$

83,651

$

126,634

Cash Flows from Investing Activities:

��

Purchases of property and equipment

��

$

(4,579

)

$

(11,090

)

$

(25,985

)

$

(30,076

)

Cash Flows from Financing Activities:

��

Dividend payments

��

$

(5,069

)

$

(4,824

)

$

(20,530

)

$

(14,454

)

Repurchase of common stock under stock repurchase program

��

(13,485

)



(18,212

)

(10,129

)

Payments on long-term debt

��

(3,750

)

(3,750

)

(15,000

)

(15,000

)

(2)

Cash flows from operations for the full year 2014 compared to 2013 were lower due primarily to the following tax benefits realized in 2013: (i) reduction of certain tax allowances related to foreign operations; (ii) incremental R&D income tax credits claimed for development activities from previous years; and (iii) recognition of the 2012 R&D tax credits that were recognized in the first quarter of 2013 since the credit legislation was passed by Congress in January 2013.

(3)

Cash flows from changes in operating assets and liabilities for the full year 2014 were negatively impacted by unfavorable changes in working capital items, primarily related to the increases in trade accounts receivable and income tax payments.

Capital Planning Initiatives

CSG announced an increase in its capital allocation to shareholders, and an improvement in its capital structure, which includes the following key items:

An 11% increase in CSGs current annual dividend from $0.63 per share to $0.70 per share, effective with the first quarterly dividend of $0.1750 per share recently declared by the Board in January, for payment on March 26, 2015.��This will result in an expected total dividend payout for the full year 2015 of approximately $23 million.

An increase in planned share repurchases of up to $150 million under its Share Repurchase Program over the next three years, which represents approximately 20% of the value of its current outstanding shares, facilitated by the following:

o

A 7.5 million increase in the number of authorized shares under CSGs Board-approved Share Repurchase Plan, bringing the total number of remaining authorized shares under the program to approximately 9 million shares.

o

Under CSGs plan, it may repurchase the shares in the open market or in privately negotiated transactions, including through an accelerated stock repurchase (ASR) plan or under a Rule 10b5-1 plan. The actual timing and amount of share repurchases will be dependent on then current market conditions and other business-related factors.


CSG Systems International, Inc.

February 4, 2015

Page 5

o

The first $50 million of repurchases for 2015 are expected to be completed through an ASR plan, which is expected to be executed within the next few weeks.

CSG recently amended its current credit agreement, with the key terms of the amendment including an extension of the term of the agreement through January 2020, and upsizing the revolving credit facility from the previous level of $100 million to $200 million going forward.��The amended credit agreement provides CSG with additional capital capacity, and flexibility in managing its capital structure over the next five years, including options to settle its convertible debt that matures in early 2017.

Overall, these actions reflect the strength and confidence CSG has in its business, and our commitment to return value to our shareholders, said Randy Wiese, chief financial officer.

2015 Financial Guidance

CSGs financial guidance for the full year 2015 is as follows:�

Revenues

��

$750�-�$770�million �

Non-GAAP EPS

��

$2.20�-�$2.30���

GAAP EPS

��

$1.36�-�$1.45 �

Non-GAAP Adjusted EBITDA

��

$154�-�$158�million�

Cash flows from operating activities

��

$100�-�$115�million�

For additional information and reconciliations regarding CSGs use of non-GAAP financial measures, please refer to the attached Exhibit 2 and the Investor Relations section of CSGs website at www.csgi.com.

Conference Call

CSG will host a conference call on Wednesday, February 4, 2015, at 4:30 p.m. ET, to discuss CSGs fourth quarter and full year results for 2014. 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 1-888-500-6950 and ask the operator for the CSG International conference call and Liz Bauer, chairperson. A replay of the conference call will also be available until 7:30 p.m. ET on March 6, 2015, and can be accessed by calling 1-888-203-1112 and access code of 6596587.

Additional Information

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

About CSG International

CSG Systems International, Inc. (NASDAQ: CSGS) is a market-leading business support solutions and services company serving the majority of the top 100 global communications service providers, including leaders in fixed, mobile and next-generation networks such as AT&T, Comcast, DISH, Orange, Reliance, SingTel Optus, Telecom New Zealand, Telefonica, Time Warner Cable, T-Mobile, Verizon, Vivo and Vodafone. With over 30 years of experience and expertise in voice, video, data and content services, CSG International offers a broad portfolio of


CSG Systems International, Inc.

February 4, 2015

Page 6

licensed and Software-as-a-Service (SaaS)-based products and solutions that help clients compete more effectively, improve business operations and deliver a more impactful customer experience across a variety of touch points. 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 over forty percent of its revenues from its three largest clients;

"

Continued market acceptance of CSGs products and services;

"

Timing and success of previously announced client customer account migrations to CSGs billing platform;

"

CSGs ability to continuously develop and enhance products in a timely, cost-effective, technically-advanced and competitive manner;

"

CSGs ability to deliver its solutions in a timely fashion within budget, particularly large and complex software implementations;

"

CSGs dependency on the global telecommunications industry, and in particular, the North American telecommunications industry;

"

CSGs ability to meet its financial expectations as a result of increased dependency on software sales, which are subject to greater volatility;

"

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

"

CSGs ability to successfully integrate and manage acquired businesses or assets to achieve expected strategic, operating and financial goals;

"

CSGs ability to protect its intellectual property rights;

"

CSGs ability to maintain a reliable, secure computing environment;

"

CSGs ability to conduct business in the international marketplace;

"

CSGs 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 CSGs reports on Forms 10-K and 10-Q and other filings made with the SEC.

For more information, contact:

Liz Bauer, Senior Vice President of Investor Relations�& Strategic Communications

(303) 804-4065

E-mail: [email protected]


CSG Systems International, Inc.

February 4, 2015

Page 7

CSG SYSTEMS INTERNATIONAL, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS-UNAUDITED

(in thousands, except per share amounts) �

��

December�31,
2014

December�31,
2013

ASSETS

��

Current assets:

��

Cash and cash equivalents

��

$

81,712

$

82,686

Short-term investments

��

120,088

128,151

Total cash, cash equivalents, and short-term investments

��

201,800

210,837

Trade accounts receivable:

��

Billed, net of allowance of $3,323 and $2,359

��

184,369

178,511

Unbilled

��

42,439

38,365

Deferred income taxes

��

13,204

15,085

Income taxes receivable

��

7,851

3,815

Other current assets

��

28,470

28,762

Total current assets

��

478,133

475,375

Non-current assets:

��

Property and equipment, net of depreciation of $138,065 and $129,522

��

38,326

35,061

Software, net of amortization of $86,797 and $77,504

��

43,866

43,565

Goodwill

��

225,269

233,599

Client contracts, net of amortization of $88,585 and $75,382

��

46,903

55,191

Deferred income taxes

��

8,891

7,447

Income taxes receivable

��

1,333

1,930

Other assets

��

16,142

16,812

Total non-current assets

��

380,730

393,605

Total assets

��

$

858,863

$

868,980

LIABILITIES AND STOCKHOLDERS EQUITY

��

Current liabilities:

��

Current maturities of long-term debt

��

$

22,500

$

15,000

Client deposits

��

35,791

30,431

Trade accounts payable

��

37,052

33,376

Accrued employee compensation

��

51,441

58,434

Deferred revenue

��

40,004

47,131

Income taxes payable

��

984

2,814

Other current liabilities

��

23,375

19,620

Total current liabilities

��

211,147

206,806

Non-current liabilities:

��

Long-term debt, net of unamortized original issue discount of $14,169 and $19,950

��

233,331

250,050

Deferred revenue

��

9,648

9,221

Income taxes payable

��

1,613

1,909

Deferred income taxes

��

19,580

20,274

Other non-current liabilities

��

15,821

14,616

Total non-current liabilities

��

279,993

296,070

Total liabilities

��

491,140

502,876

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; 33,945 shares and 33,745 shares outstanding

��

667

658

Additional paid-in capital

��

493,108

473,190

Treasury stock, at cost, 32,763 and 32,030 shares

��

(757,478

)

(738,372

)

Accumulated other comprehensive income (loss):

��

Unrealized gain on short-term investments, net of tax

��

6

41

Unrealized loss on change in fair value of interest rate swaps, net of tax

��



(98

)

Cumulative foreign currency translation adjustments

��

(13,386

)

1,674

Accumulated earnings

��

644,806

629,011

Total stockholders equity

��

367,723

366,104

Total liabilities and stockholders equity

��

$

858,863

$

868,980


CSG Systems International, Inc.

February 4, 2015

Page 8

CSG SYSTEMS INTERNATIONAL, INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME-UNAUDITED

(in thousands, except per share amounts)

��

Quarter Ended

Year Ended

��

December 31,
2014

December 31,
2013

December 31,
2014

December 31,
2013

Revenues:

��

Processing and related services

��

$

142,413

$

138,341

$

562,109

$

537,453

Software and services

��

30,032

31,939

102,585

118,988

Maintenance

��

21,252

24,269

86,592

91,027

Total revenues

��

193,697

194,549

751,286

747,468

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

��

Processing and related services

��

72,068

64,031

277,084

253,756

Software and services

��

18,941

20,335

79,640

84,222

Maintenance

��

8,078

9,789

32,619

39,187

Total cost of revenues

��

99,087

94,155

389,343

377,165

Other operating expenses:

��

Research and development

��

26,939

26,315

104,712

110,008

Selling, general and administrative

��

40,013

41,924

153,488

152,553

Depreciation

��

3,605

4,254

14,084

18,633

Restructuring and reorganization charges

��

4,928

11,466

13,969

12,405

Total operating expenses

��

174,572

178,114

675,596

670,764

Operating income

��

19,125

16,435

75,690

76,704

Other income (expense):

��

Interest expense

��

(2,553

)

(2,897

)

(10,453

)

(11,621

)

Amortization of original issue discount

��

(1,487

)

(1,377

)

(5,781

)

(5,352

)

Interest and investment income, net

��

191

172

798

689

Other, net

��

1,439

149

1,268

1,099

Total other

��

(2,410

)

(3,953

)

(14,168

)

(15,185

)

Income before income taxes

��

16,715

12,482

61,522

61,519

Income tax provision

��

(4,083

)

(3,401

)

(24,563

)

(10,168

)

Net income

��

$

12,632

$

9,081

$

36,959

$

51,351

Weighted-average shares outstanding:

��

Basic

��

32,256

32,124

32,449

32,117

Diluted

��

33,372

33,831

33,736

32,873

Earnings per common share:

��

Basic

��

$

0.39

$

0.28

$

1.14

$

1.60

Diluted

��

0.38

0.27

1.10

1.56

Cash dividends declared per common share

��

$

0.1575

$

0.1500

$

0.6225

$

0.4500


CSG Systems International, Inc.

February 4, 2015

Page 9

CSG SYSTEMS INTERNATIONAL, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS-UNAUDITED

(in thousands)

��

Year Ended

��

December 31,
2014

December 31,
2013

Cash flows from operating activities:

��

Net income

��

$

36,959

$

51,351

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

��

Depreciation

��

14,084

18,633

Amortization

��

33,553

37,819

Amortization of original issue discount

��

5,781

5,352

Loss on short-term investments and other

��

1,123

910

(Gain) loss on disposition of business operations

��

(222

)

3,017

Loss on termination of pension plan

-

3,221

Deferred income taxes

��

41

(1,764

)

Excess tax benefit of stock-based compensation awards

��

(2,060

)

(677

)

Stock-based employee compensation

��

16,655

14,796

Subtotal

��

105,914

132,658

Changes in operating assets and liabilities:

��

Trade accounts receivable, net

��

(14,326

)

(2,319

)

Other current and non-current assets

��

(3,230

)

(7,163

)

Income taxes payable/receivable

��

(3,508

)

4,556

Trade accounts payable and accrued liabilities

��

4,359

(994

)

Deferred revenue

��

(5,558

)

(104

)

Net cash provided by operating activities

��

83,651

126,634

Cash flows from investing activities:

��

Purchases of property and equipment

��

(25,985

)

(30,076

)

Purchases of short-term investments

��

(190,427

)

(183,575

)

Proceeds from sale/maturity of short-term investments

��

197,466

89,688

Acquisition of business, net of cash acquired

-

(2,926

)

Acquisition of and investments in client contracts

��

(5,600

)

(7,092

)

Proceeds from the disposition of business operations

��

1,130

4,530

Net cash used in investing activities

��

(23,416

)

(129,451

)

Cash flows from financing activities:

��

Proceeds from issuance of common stock

��

1,394

1,591

Payment of cash dividends

��

(20,530

)

(14,454

)

Repurchase of common stock

��

(25,138

)

(15,478

)

Payments on acquired equipment financing

��

(1,097

)

(2,723

)

Payments on long-term debt

��

(15,000

)

(15,000

)

Excess tax benefit of stock-based compensation awards

��

2,060

677

Net cash used in financing activities

��

(58,311

)

(45,387

)

Effect of exchange rate fluctuations on cash

��

(2,898

)

(2,857

)

Net decrease in cash and cash equivalents

��

(974)

(51,061

)

Cash and cash equivalents, beginning of period

��

82,686

133,747

Cash and cash equivalents, end of period

��

$

81,712

$

82,686

Supplemental disclosures of cash flow information:

��

Net cash paid during the period for -

��

Interest

��

$

8,265

$

9,440

Income taxes

��

25,153

6,149



CSG Systems International, Inc.

February 4, 2015

Page 10

EXHIBIT 1

CSG SYSTEMS INTERNATIONAL, INC.

SUPPLEMENTAL REVENUE ANALYSIS

Revenues by Geography

��

Quarter�Ended
December 31,

�2014

Quarter�Ended
September�30,�

2014

Quarter�Ended
December 31,

�2013

Americas

��

83

%

85

%

84

%

Europe, Middle East and Africa

��

11

%

10

%

12

%

Asia Pacific

��

6

%

5

%

4

%

Total Revenues

��

100

%

100

%

100

%

��

Year�Ended
December 31,

�2014

Year�Ended
December 31,�

2013

Americas

��

85

%

85

%

Europe, Middle East and Africa

��

10

%

11

%

Asia Pacific

��

5

%

4

%

Total Revenues

��

100

%

100

%

Revenues by Significant Customers: 10% or more of Revenues

��

Quarter�Ended
December 31,

�2014

Quarter�Ended
September�30,�

2014

Quarter�Ended
December 31,

�2013

Comcast

��

22

%

22

%

20

%

DISH

��

14

%

15

%

15

%

Time Warner

��

11

%

11

%

10

%

��

Year�Ended
December 31,

�2014

Year�Ended
December 31,�

2013

Comcast

��

22

%

19

%

DISH

��

15

%

15

%

Time Warner

��

11

%

11

%

ACP Customer Accounts (in thousands, at end of period)

��

December 31,
2014

��

September�30,
2014

��

December 31,
2013

Cable/Satellite Customer Accounts

��

51,486

��

50,036

��

49,489


CSG Systems International, Inc.

February 4, 2015

Page 11

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 CSGs 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 CSGs 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 CSGs underlying operational results, trends, and cash generating capabilities;

"

Consistency and comparability with CSGs 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 CSGs operations and that are required by GAAP to be included in financial statements;

"

Certain adjustments to CSGs non-GAAP financial measures result in the exclusion of items that are recurring and will be reflected in CSGs financial statements in future periods; and

"

Certain charges excluded from CSGs non-GAAP financial measures are cash expenses, and therefore do impact CSGs 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.

February 4, 2015

Page 12

Non-GAAP Financial Measures: Basis of Presentation

The table below outlines the exclusions from CSGs 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

Unusual income tax matters

��



�X

CSG believes that excluding certain items in calculating its non-GAAP financial measures provides meaningful supplemental information regarding CSGs 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 CSGs 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 CSGs recurring core business operating results. The exclusion of these items in calculating CSGs non-GAAP financial measures allows management and investors an additional means to compare CSGs 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 CSGs 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 CSGs non-GAAP financial measures allows management and investors an additional means to compare CSGs current financial results with historical and future periods.

"

Stock-based compensation results from CSGs 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 CSGs 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 CSGs non-GAAP financial measures allows management and investors an additional means to evaluate the non-cash expense related to compensation included in CSGs results of operations, and therefore, the exclusion of this item allows investors to further evaluate the cash generating capabilities of CSGs 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


CSG Systems International, Inc.

February 4, 2015

Page 13

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 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 CSGs non-GAAP financial measures allows management and investors an additional means to evaluate the non-cash expense related to acquisitions included in CSGs results of operations, and therefore, the exclusion of this item allows investors to further evaluate the cash generating capabilities of CSGs business.

"

The convertible debt securities 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 CSGs convertible debt securities for cash flow, liquidity, and debt service purposes.

"

Unusual items within CSGs 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 CSGs non-GAAP financial measures allows management and investors an additional means to compare CSGs 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 CSGs operating performance, liquidity, 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, 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 CSGs 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.

February 4, 2015

Page 14

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
December 31,�2014

Quarter�Ended
December 31,�2013

��

Amounts

��

%�of
Revenues

Amounts

%�of
Revenues

GAAP operating income

��

$

19,125

��

9.9

%

$

16,435

8.4

%

Restructuring and reorganization charges

��

4,928

��

2.5

%

11,466

5.9

%

Acquisition-related charges

-

-

%

62

0.0

%

Stock-based compensation

��

4,405

��

2.3

%

3,299

1.7

%

Amortization of acquired intangible assets

��

3,624

��

1.9

%

4,550

2.4

%

Non-GAAP operating income

��

$

32,082

��

16.6

%

$

35,812

18.4

%

��

Year�Ended
December 31,�2014

Year�Ended
December 31,�2013

��

Amounts

��

%�of
Revenues

Amounts

��

%�of
Revenues

GAAP operating income

��

$

75,690

��

10.1

%

$

76,704

��

10.3

%

Restructuring and reorganization charges

��

13,969

��

1.9

%

12,405

��

1.7

%

Acquisition-related charges

-

-

%

62

0.0

%

Stock-based compensation

��

16,655

��

2.2

%

14,796

��

2.0

%

Amortization of acquired intangible assets

��

15,408

��

2.0

%

19,220

��

2.5

%

Non-GAAP operating income

��

$

121,722

��

16.2

%

$

123,187

��

16.5

%

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
December 31,�2014

��

Quarter�Ended
December 31,�2013

��

Pretax
Amount�(1)

��

EPS�(3)

��

Pretax
Amount�(1)

EPS�(4)

GAAP income before income taxes

��

$

16,715

��

$

0.38

��

$

12,482

$

0.27

Restructuring and reorganization charges

��

4,928

��

��

11,466

Acquisition-related charges

-

62

Stock-based compensation

��

4,405

��

��

3,299

Amortization of acquired intangible assets

��

3,624

��

��

4,550

Amortization of OID

��

1,487

��

��

1,377

Non-GAAP income before income taxes (2)

��

$

31,159

��

$

0.61

��

$

33,236

$

0.63



CSG Systems International, Inc.

February 4, 2015

Page 15

��

Year�Ended
December 31,�2014

��

Year�Ended
December 31,�2013

��

Pretax
Amount�(1)

��

EPS�(3)

��

Pretax
Amount�(1)

��

EPS�(4)

GAAP income before income taxes

��

$

61,522

��

$

1.10

��

$

61,519

��

$

1.56

Restructuring and reorganization charges

��

13,969

��

��

12,405

��

Acquisition-related charges

-

62

Stock-based compensation

��

16,655

��

��

14,796

��

Amortization of acquired intangible assets

��

15,408

��

��

19,220

��

Amortization of OID

��

5,781

��

��

5,352

��

Non-GAAP income before income taxes (2)

��

$

113,335

��

$

2.12

��

$

113,354

��

$

2.21

(1)

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

(2)

Non-GAAP EPS is calculated by taking the non-GAAP income before income taxes and deducting from this amount non-GAAP income taxes calculated by using the non-GAAP effective income tax rate for the period, and then dividing the result of this calculation by the outstanding diluted shares for the period.

(3)

For the fourth quarter and year ended December 31, 2014, the GAAP effective income tax rate was 24% and 40%, respectively, the non-GAAP effective income tax rate was approximately 34% and 37%, respectively, and the outstanding diluted shares were 33.4�million and 33.7�million, respectively. The fourth quarter difference between the GAAP and the non-GAAP effective income tax rate relates primarily to the timing of the 2014 R&D tax credit legislation. The anticipated quarterly benefit of the credits is included in each of the quarters of 2014 for non-GAAP purposes; however, the fourth quarter GAAP tax rate reflects the entire benefit of the full year impact of the R&D tax credits, as the legislation was not passed until December.��

(4)

For the fourth quarter and year ended December 31, 2013, the GAAP effective income tax rate was 27% and 17%, respectively, the non-GAAP effective income tax rate was approximately 36% for both periods, and the outstanding diluted shares were 33.8�million and 32.9�million, respectively.

The GAAP effective income tax rate for the quarter and year ended December 31, 2013 benefited from the following items, which are excluded from our non-GAAP effective income tax rates for these same periods:

"

the reduction of certain tax allowances related to foreign operations, which provided a benefit of approximately $0.08 per diluted share for the quarter and the year ended December 31, 2013;��

"

incremental R&D income tax credits claimed in the third quarter of 2013 for development activities from previous years, which provided a benefit of approximately $0.17 per diluted share for the year ended December 31, 2013; and

"

the recognition of the 2012 R&D tax credits of approximately $0.17 per diluted share for the year ended December 31, 2013, that were recognized for GAAP purposes in the first quarter of 2013 since the credit legislation was passed by Congress in January 2013.��


CSG Systems International, Inc.

February 4, 2015

Page 16

Non-GAAP Adjusted EBITDA:

CSGs calculation of non-GAAP adjusted EBITDA and the reconciliation of CSGs non-GAAP adjusted EBITDA measure to net income and cash flows from operating activities are provided below for the indicated periods (in thousands, except percentages):

��

Quarter�Ended
December 31,

Year�Ended
December 31,

��

2014

2013

2014

2013

GAAP operating income

��

$

19,125

$

16,435

$

75,690

$

76,704

Restructuring and reorganization charges

��

4,928

11,466

13,969

12,405

Acquisition-related charges

-

62

-

62

Depreciation

��

3,605

4,254

14,084

18,633

Amortization of acquired intangible assets (5)

��

3,624

4,550

15,408

19,220

Amortization of other intangible assets (5)

��

4,152

4,262

15,820

16,179

Stock-based compensation

��

4,405

3,299

16,655

14,796

Adjusted EBITDA

��

$

39,839

$

44,328

$

151,626

$

157,999

Adjusted EBITDA as a percentage of revenues

��

21

%

23

%

20

%

21

%

��

Quarter�Ended
December 31,

Year�Ended
December 31,

��

2014

��

2013

2014

2013

Net income

��

$

12,632

��

$

9,081

$

36,959

$

51,351

Interest expense (6)

��

2,553

��

2,897

10,453

11,621

Amortization of OID

��

1,487

��

1,377

5,781

5,352

Interest and investment income and other, net

��

(1,630

)

��

(321

)

(2,066

)

(1,788

)

Income tax provision

��

4,083

��

3,401

24,563

10,168

Depreciation

��

3,605

��

4,254

14,084

18,633

Amortization of acquired intangible assets (5)

��

3,624

��

4,550

15,408

19,220

Amortization of other intangible assets (5)

��

4,152

��

4,262

15,820

16,179

Stock-based compensation

��

4,405

��

3,299

16,655

14,796

Acquisition-related charges

-

62

-

62

Restructuring and reorganization charges

��

4,928

��

11,466

13,969

12,405

Adjusted EBITDA

$

39,839

$

44,328

$

151,626

$

157,999

��

Quarter�Ended
December 31,

Year�Ended
December 31,

��

2014

2013

2014

2013

Cash flows from operating activities

��

$

47,745

$

40,052

$

83,651

$

126,634

Income tax provision

��

4,083

3,401

24,563

10,168

Changes in operating assets and liabilities and deferred taxes

��

(17,136

)

(6,809

)

22,222

7,788

Interest expense (6)

��

2,553

2,897

10,453

11,621

Interest and investment income and other, net

��

(1,630

)

(321

)

(2,066

)

(1,788

)

Loss on disposition of business operations

-

(3,017

)

222

(3,017

)

Acquisition-related charges

-

62

-

62

Restructuring and reorganization charges

��

4,928

9,127

13,969

9,184

Other

��

(704

)

(1,064

)

(1,388

)

(2,653

)

Adjusted EBITDA

��

$

39,839

$

44,328

$

151,626

$

157,999


CSG Systems International, Inc.

February 4, 2015

Page 17

(5)

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

��

Quarter Ended
December 31,

��

Year Ended
December 31,

��

2014

��

2013

��

2014

��

2013

Amortization of acquired intangible assets

��

$

3,624

��

$

4,550

��

$

15,408

��

$

19,220

Amortization of other intangible assets

��

4,152

��

4,262

��

15,820

��

16,179

Amortization of deferred financing costs

��

570

��

594

��

2,325

��

2,420

Total amortization

��

$

8,346

��

$

9,406

��

$

33,553

��

$

37,819

(6)

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

Non-GAAP Free Cash Flow:

CSGs calculation of non-GAAP free cash flow and the reconciliation of CSGs non-GAAP free cash flow measure to cash flows from operating activities are provided below for the indicated periods (in thousands):

��

Quarter Ended
December 31,

Year Ended
December 31,

��

2014

2013

2014

2013

Cash flows from operating activities

��

$

47,745

$

40,052

$

83,651

$

126,634

Purchases of property and equipment

��

(4,579

)

(11,090

)

(25,985

)

(30,076

)

Non-GAAP free cash flow

��

$

43,166

$

28,962

$

57,666

$

96,558

Non-GAAP Financial Measures  2015 Financial Guidance

Non-GAAP Operating Income Margin:

The reconciliation of GAAP operating income margin to non-GAAP operating income margin, as included in CSGs 2015 full year financial guidance, is as follows:

��

2015
Guidance

GAAP operating income margin

��

12.0

%

Stock-based compensation (7)

��

3.0

%

Amortization of acquired intangible assets (8)

��

1.5

%

Non-GAAP operating income margin (approximately 16.5%)

��

16.5

%

(7)

This represents the pretax impact of stock-based compensation expense of an estimated $22 million on CSGs operating income margin as a percentage of the midpoint of 2015 revenue guidance.

(8)

This represents the pretax impact of amortization of acquired intangible assets expense of an estimated $12 million on CSGs operating income margin as a percentage of the midpoint of 2015 revenue guidance.



CSG Systems International, Inc.

February 4, 2015

Page 18

Non-GAAP EPS:

The reconciliation of GAAP EPS to non-GAAP EPS as included in CSGs 2015 full year financial guidance is as follows (in thousands, except per share amounts):

��

2015 Guidance Range

��

Low Range

��

High Range

��

Pretax
Amount�(9)

��

EPS�(11)

��

Pretax
Amount�(9)

��

EPS�(11)

GAAP income before income taxes

��

$

72,000

��

$

1.36

��

$

77,000

��

$

1.45

Stock-based compensation

��

22,000

��

��

22,000

��

Amortization of acquired intangible assets

��

12,000

��

��

12,000

��

Amortization of OID

��

6,000

��

��

6,000

��

Non-GAAP income before income taxes (10)

��

$

112,000

��

$

2.20

��

$

117,000

��

$

2.30

(9)

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

(10)

Non-GAAP EPS is calculated by taking the non-GAAP income before income taxes and deducting from this amount non-GAAP income taxes calculated by using the non-GAAP effective income tax rate for the period, and then dividing the result of this calculation by the outstanding diluted shares for the period.

(11)

For 2015, the estimated effective income tax rate for non-GAAP purposes is expected to be approximately 37%, which assumes Congress will approve the 2015 R&D income tax credit legislation prior to the end of 2015. The weighted-average diluted shares outstanding are expected to be 32.0 million.

Non-GAAP Adjusted EBITDA:

CSGs calculation of non-GAAP adjusted EBITDA and the reconciliation of CSGs non-GAAP adjusted EBITDA measure to net income and cash flows from operations are provided below for CSGs 2015 full year financial guidance at the mid-point (in thousands, except percentages):

��

2015

GAAP operating income

��

$

92,000

Depreciation

��

17,000

Amortization of acquired intangible assets

��

12,000

Amortization of other intangible assets

��

13,000

Stock-based compensation

��

22,000

Non-GAAP Adjusted EBITDA

��

$

156,000

Non-GAAP Adjusted EBITDA as a percentage of revenues

��

21

%


CSG Systems International, Inc.

February 4, 2015

Page 19

��

2015

Net income

��

$

45,000

Interest expense

��

11,000

Amortization of OID

��

6,000

Income tax provision

��

30,000

Depreciation

��

17,000

Amortization of acquired of intangible assets

��

12,000

Amortization of other intangible assets

��

13,000

Stock-based compensation

��

22,000

Non-GAAP Adjusted EBITDA

��

$

156,000

��

2015

Cash flows from operating activities (midpoint of guidance)

��

$

108,000

Income tax provision

��

30,000

Changes in operating assets and liabilities and deferred taxes

��

7,000

Interest expense

��

11,000

Non-GAAP Adjusted EBITDA

��

$

156,000

Non-GAAP Free Cash Flow:

CSGs calculation of non-GAAP free cash flow and the reconciliation of CSGs non-GAAP free cash flow measure to cash flows from operating activities is provided below for the indicated period (in thousands):

��

2015

Cash flows from operating activities (midpoint of guidance)

��

$

108,000

Purchases of property and equipment

��

(30,000

)

Non-GAAP free cash flow

��

$

78,000

Categories

SEC Filings

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