ACI Worldwide, Inc.
ACI WORLDWIDE, INC. (Form: 8-K, Received: 07/27/2017 08:02:52)

 

 

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): July 27, 2017(July 27, 2017)

 

 

ACI WORLDWIDE, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   0-25346   47-0772104

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

3520 Kraft Rd, Suite 300

Naples, FL 34105

(Address of principal executive offices) (Zip Code)

Registrant’s Telephone Number, Including Area Code: (239) 403-4600

(Former Name or Former Address, if Changed Since Last Report)

 

 

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:

 

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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

 

 

 


Item 2.02. Results of Operation and Financial Condition.

On July 27, 2017, ACI Worldwide, Inc. (“the Company”) issued a press release announcing its financial results for the three months ended June 30, 2017. A copy of this press release is attached hereto as Exhibit 99.1.

The foregoing information (including the exhibits hereto) is being furnished under “Item 2.02- Results of Operations and Financial Condition” and “Item 7.01 – Regulation FD Disclosure.” Such information (including the exhibits hereto) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

The filing of this report and the furnishing of this information pursuant to Items 2.02 and 7.01 do not mean that such information is material or that disclosure of such information is required.

 

Item 7.01. Regulation FD Disclosure

See “Item 2.02 – Results of Operation and Financial Condition” above.

 

Item 9.01. Financial Statements and Exhibits.

 

    99.1    Press Release dated July 27, 2017
    99.2    Investor presentation materials dated July 27, 2017

 

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.

 

ACI WORLDWIDE, INC.

/s/ Scott W. Behrens

Scott W. Behrens, Senior

Executive Vice President,

Chief Financial Officer, and Chief Accounting

Officer

Date: July 27, 2017

 

3


EXHIBIT INDEX

 

Exhibit
No.

  

Description

99.1    Press Release dated July 27, 2017
99.2    Investor presentation materials dated July 27, 2017

 

4

Exhibit 99.1

 

LOGO   

News Release

 

ACI Worldwide, Inc. Reports Financial Results for the

Quarter Ended June 30, 2017

HIGHLIGHTS*

 

    Q2 new bookings up 11% year over year

 

    Q2 revenue of $241 million, up 10% year over year

 

    Reiterating 2017 guidance

 

* Adjusted for FX fluctuations

NAPLES, FLA — July 27, 2017 — ACI Worldwide (NASDAQ: ACIW), a leading global provider of real-time electronic payment and banking solutions , today announced financial results for the quarter ended June 30, 2017. Results and comparisons discussed in the Q2 financial summary section of this press release exclude the impact of foreign currency fluctuations.

“Q2 was another strong quarter. We came in ahead of our expectations and made progress on several important initiatives,” commented Phil Heasley, President and CEO, ACI Worldwide. “Looking forward, we have large and transformational projects in the pipeline and they are progressing as expected. We remain excited about our Universal Payments software and strategy and look forward to significant growth opportunities.”


Q2 2017 FINANCIAL SUMMARY

New bookings were $137 million, which was up 11% compared to Q2 2016. Total bookings were $206 million, up 6% from last year’s quarter.

Our 12-month backlog increased $18 million to $838 million and our 60-month backlog increased $24 million to $4.1 billion during the quarter.

Revenue in Q2 was $241 million, up 10% from the same quarter last year. Recurring revenue was $189 million, or 79% of total revenue.

Net Loss in Q2 was $30 million, impacted by a previously disclosed $48 million legal judgment. Adjusted EBITDA in Q2 grew to $44 million, an increase of 105%, from $21 million in Q2 2016. After adjusting for pass through interchange revenues of $46 million and $40 million in Q2 2017 and Q2 2016, respectively, net adjusted EBITDA margin in Q2 was 22% in 2017 versus 12% in Q2 of 2016.

ACI ended Q2 2017 with $95 million in cash on hand, up from $76 million at year end, and a debt balance of $705 million, which represents a decrease of $49 million from year end. Cash flow from operating activities was $13 million in the quarter. Adjusted operating free cash flow (OFCF) for the quarter was $2 million.

REITERATE GUIDANCE

In 2017, we expect to generate revenue in a range of $1.0 billion to $1.025 billion, which represents 2-5% organic growth. Adjusted EBITDA is expected to be in a range of $250 million to $255 million, which excludes approximately $14 million in one-time integration related expenses for PAY.ON, the CFS divestiture, and data center and facilities consolidation, as well as the legal judgment. We expect to generate between $210 million and $225 million of revenue in the third quarter. We expect full year 2017 new bookings to grow in the upper single digit range.


CONFERENCE CALL TO DISCUSS FINANCIAL RESULTS AND OUTLOOK

Management will host a conference call at 8:30 am ET to discuss these results as well as 2017 guidance. Interested persons may access a real-time audio broadcast of the teleconference at http://investor.aciworldwide.com/ or use the following numbers for dial-in participation: US/Canada: (866) 914-7436, international: +1 (817) 385-9117. Please provide your name, the conference name ACI Worldwide, Inc. and conference code 52348890. There will be a replay of the call available for two weeks on (855) 859-2056 for US/Canada callers and +1 (404) 537-3406 for international participants.

About ACI Worldwide

ACI Worldwide, the  Universal Payments  (UP) company, powers  electronic payments  for more than 5,100 organizations around the world. More than 1,000 of the largest financial institutions and intermediaries, as well as thousands of global merchants, rely on ACI to execute $14 trillion each day in payments and securities. In addition, myriad organizations utilize our  electronic bill presentment and payment  services. Through our comprehensive suite of software solutions delivered on customers’ premises or through ACI’s private cloud , we provide real-time,  immediate payments  capabilities and enable the industry’s most complete  omni-channel payments  experience. To learn more about ACI, please visit  www.aciworldwide.com . You can also find us on Twitter  @ACI_Worldwide .

© Copyright ACI Worldwide, Inc. 2017.

For more information contact:

John Kraft, Vice President, Investor Relations & Strategic Analysis

ACI Worldwide

239-403-4627

john.kraft@aciworldwide.com

To supplement our financial results presented on a GAAP basis, we use the non-GAAP measures indicated in the tables, which exclude significant transaction-related expenses, as well as other significant non-cash expenses such as depreciation, amortization and stock-based compensation, that we believe are helpful in understanding our past financial performance and our future results. The presentation of these non-GAAP financial measures should be considered in addition to our GAAP results and are not intended to be considered in isolation or as a substitute for the financial information prepared and presented in accordance with GAAP. Management generally compensates for limitations in the use of non-GAAP financial measures by relying on comparable GAAP financial measures and providing investors with a reconciliation of non-GAAP financial measures only in addition to and in conjunction with results presented in accordance with GAAP. We


believe that these non-GAAP financial measures reflect an additional way to view aspects of our operations that, when viewed with our GAAP results, provide a more complete understanding of factors and trends affecting our business. Certain non-GAAP measures include:

 

    Adjusted EBITDA: net income plus income tax expense (benefit), net interest income (expense), net other income (expense), depreciation, amortization, and non-cash compensation, as well as significant transaction related expenses and legal judgment. Adjusted EBITDA should be considered in addition to, rather than as a substitute for, net income (loss).

ACI is also presenting adjusted operating free cash flow, which is defined as net cash provided by operating activities, plus net after-tax payments associated with employee-related actions and facility closures, plus net after-tax payments associated with significant transaction-related expenses, and less capital expenditures plus European data center and cybersecurity capital expenditures. Adjusted operating free cash flow is considered a non-GAAP financial measure as defined by SEC Regulation G. We utilize this non-GAAP financial measure, and believe it is useful to investors, as an indicator of cash flow available for debt repayment and other investing activities, such as capital investments and acquisitions. We utilize adjusted operating free cash flow as a further indicator of operating performance and for planning investing activities. Adjusted operating free cash flow should be considered in addition to, rather than as a substitute for, net cash provided by operating activities. A limitation of adjusted operating free cash flow is that it does not represent the total increase or decrease in the cash balance for the period. This measure also does not exclude mandatory debt service obligations and, therefore, does not represent the residual cash flow available for discretionary expenditures. We believe that adjusted operating free cash flow is useful to investors to provide disclosures of our operating results on the same basis as that used by our management.

ACI also includes backlog estimates, which include all license, maintenance, and services (including SaaS and Platform) specified in executed contracts, as well as revenues from assumed contract renewals to the extent that we believe recognition of the related revenue will occur within the corresponding backlog period. We have historically included assumed renewals in backlog estimates based upon automatic renewal provisions in the executed contract and our historic experience with customer renewal rates.


Backlog is considered a non-GAAP financial measure as defined by SEC Regulation G. Our 60-month backlog estimate represents expected revenues from existing customers using the following key assumptions:

 

    Maintenance fees are assumed to exist for the duration of the license term for those contracts in which the committed maintenance term is less than the committed license term.

 

    License, facilities management, and software hosting arrangements are assumed to renew at the end of their committed term at a rate consistent with our historical experiences.

 

    Non-recurring license arrangements are assumed to renew as recurring revenue streams.

 

    Foreign currency exchange rates are assumed to remain constant over the 60-month backlog period for those contracts stated in currencies other than the U.S. dollar.

 

    Our pricing policies and practices are assumed to remain constant over the 60-month backlog period.

Estimates of future financial results are inherently unreliable. Our backlog estimates require substantial judgment and are based on a number of assumptions as described above. These assumptions may turn out to be inaccurate or wrong, including, but not limited to, reasons outside of management’s control. For example, our customers may attempt to renegotiate or terminate their contracts for a number of reasons, including mergers, changes in their financial condition, or general changes in economic conditions in the customer’s industry or geographic location, or we may experience delays in the development or delivery of products or services specified in customer contracts which may cause the actual renewal rates and amounts to differ from historical experiences. Changes in foreign currency exchange rates may also impact the amount of revenue actually recognized in future periods. Accordingly, there can be no assurance that contracts included in backlog estimates will actually generate the specified revenues or that the actual revenues will be generated within the corresponding 60-month period.

Backlog should be considered in addition to, rather than as a substitute for, reported revenue and deferred revenue.


Forward-Looking Statements

This press release contains forward-looking statements based on current expectations that involve a number of risks and uncertainties. Generally, forward-looking statements do not relate strictly to historical or current facts and may include words or phrases such as “believes,” “will,” “expects,” “anticipates,” “intends,” and words and phrases of similar impact. The forward-looking statements are made pursuant to safe harbor provisions of the Private Securities Litigation Reform Act of 1995.

Forward-looking statements in this press release include, but are not limited to, statements regarding: (i) progress on several important initiatives; (ii) expectations regarding large and transformational projects in the pipeline and belief that they are progressing; (iii) our excitement about our Universal Payments software and strategy; (iv) expectations regarding full-year revenue and adjusted EBITDA, and new bookings growth in 2017; and (v) expectations regarding revenue in the third quarter of 2017.

All of the foregoing forward-looking statements are expressly qualified by the risk factors discussed in our filings with the Securities and Exchange Commission. Such factors include, but are not limited to, increased competition, the success of our Universal Payments strategy, demand for our products, restrictions and other financial covenants in our credit facility, consolidations and failures in the financial services industry, customer reluctance to switch to a new vendor, the accuracy of management’s backlog estimates, the maturity of certain products, our strategy to migrate customers to our next generation products, ratable or deferred recognition of certain revenue associated with customer migrations and the maturity of certain of our products, failure to obtain renewals of customer contracts or to obtain such renewals on favorable terms, delay or cancellation of customer projects or inaccurate project completion estimates, volatility and disruption of the capital and credit markets and adverse changes in the global economy, our existing levels of debt, impairment of our goodwill or intangible assets, litigation, future acquisitions, strategic partnerships and investments, the complexity of our products and services and the risk that they may contain hidden defects or be subjected to security breaches or viruses, compliance of our products with applicable legislation, governmental regulations and industry standards, our ability to protect customer information from security breaches or attacks, our compliance with privacy regulations, the protection of


our intellectual property in intellectual property litigation, exposure to credit or operating risks arising from certain payment funding methods, the cyclical nature of our revenue and earnings and the accuracy of forecasts due to the concentration of revenue-generating activity during the final weeks of each quarter, business interruptions or failure of our information technology and communication systems, our offshore software development activities, risks from operating internationally, including fluctuations in currency exchange rates, exposure to unknown tax liabilities, volatility in our stock price, and potential claims associated with our sale and transition of our CFS assets and liabilities. For a detailed discussion of these risk factors, parties that are relying on the forward-looking statements should review our filings with the Securities and Exchange Commission, including our most recently filed Annual Report on Form 10-K and our Quarterly Reports on Form 10-Q.


ACI WORLDWIDE, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(unaudited and in thousands, except share and per share amounts)

 

     June 30,     December 31,  
     2017     2016  

ASSETS

    

Current assets

    

Cash and cash equivalents

   $ 95,357     $ 75,753  

Receivables, net of allowances of $3,468 and $3,873, respectively

     195,154       268,162  

Recoverable income taxes

     7,192       4,614  

Prepaid expenses

     27,190       25,884  

Other current assets

     20,584       33,578  
  

 

 

   

 

 

 

Total current assets

     345,477       407,991  
  

 

 

   

 

 

 

Noncurrent assets

    

Property and equipment, net

     77,794       78,950  

Software, net

     171,476       185,496  

Goodwill

     915,184       909,691  

Intangible assets, net

     198,192       203,634  

Deferred income taxes, net

     111,843       77,479  

Other noncurrent assets

     38,337       39,054  
  

 

 

   

 

 

 

TOTAL ASSETS

   $ 1,858,303     $ 1,902,295  
  

 

 

   

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

    

Current liabilities

    

Accounts payable

   $ 36,050     $ 42,873  

Employee compensation

     44,220       47,804  

Current portion of long-term debt

     17,774       90,323  

Deferred revenue

     106,147       105,191  

Income taxes payable

     5,135       11,334  

Other current liabilities

     103,867       78,841  
  

 

 

   

 

 

 

Total current liabilities

     313,193       376,366  
  

 

 

   

 

 

 

Noncurrent liabilities

    

Deferred revenue

     52,184       49,863  

Long-term debt

     674,803       653,595  

Deferred income taxes, net

     24,492       26,349  

Other noncurrent liabilities

     35,731       41,205  
  

 

 

   

 

 

 

Total liabilities

     1,100,403       1,147,378  
  

 

 

   

 

 

 

Stockholders’ equity

    

Preferred stock

     —         —    

Common stock

     702       702  

Additional paid-in capital

     611,791       600,344  

Retained earnings

     514,314       545,731  

Treasury stock

     (289,927     (297,760

Accumulated other comprehensive loss

     (78,980     (94,100
  

 

 

   

 

 

 

Total stockholders’ equity

     757,900       754,917  
  

 

 

   

 

 

 

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

   $ 1,858,303     $ 1,902,295  
  

 

 

   

 

 

 


ACI WORLDWIDE, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited and in thousands, except per share amounts)

 

     For the Three Months Ended
June 30,
 
     2017     2016  

Revenues

    

Software as a service and platform as a service

   $ 113,469     $ 102,265  

License

     54,180       33,510  

Maintenance

     56,009       60,332  

Services

     16,941       23,823  
  

 

 

   

 

 

 

Total revenues

     240,599       219,930  
  

 

 

   

 

 

 

Operating expenses

    

Cost of revenue (1)

     120,357       115,384  

Research and development

     34,969       46,421  

Selling and marketing

     28,817       28,795  

General and administrative

     72,527       34,520  

Depreciation and amortization

     22,372       21,382  
  

 

 

   

 

 

 

Total operating expenses

     279,042       246,502  
  

 

 

   

 

 

 

Operating loss

     (38,443     (26,572
  

 

 

   

 

 

 

Other income (expense)

    

Interest expense

     (10,664     (9,715

Interest income

     150       121  

Other

     (1,766     2,023  
  

 

 

   

 

 

 

Total other income (expense)

     (12,280     (7,571
  

 

 

   

 

 

 

Loss before income taxes

     (50,723     (34,143

Income tax benefit

     (20,914     (17,669
  

 

 

   

 

 

 

Net loss

   $ (29,809   $ (16,474
  

 

 

   

 

 

 

Loss per common share

    

Basic

   $ (0.25   $ (0.14

Diluted

   $ (0.25   $ (0.14

Weighted average common shares outstanding

    

Basic

     117,149       115,480  

Diluted

     117,149       115,480  

 

(1) The cost of revenue excludes charges for depreciation but includes amortization of purchased and developed software for resale.


ACI WORLDWIDE, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited and in thousands)

 

     For the Three Months Ended
June 30,
 
     2017     2016  

Cash flows from operating activities:

    

Net loss

   $ (29,809   $ (16,474

Adjustments to reconcile net loss to net cash flows from operating activities:

    

Depreciation

     6,299       5,095  

Amortization

     19,282       19,248  

Amortization of deferred debt issuance costs

     1,026       1,248  

Deferred income taxes

     (24,202     (16,018

Stock-based compensation expense

     8,343       13,307  

Other

     (95     (364

Changes in operating assets and liabilities, net of impact of acquisitions:

    

Receivables

     (13,469     (5,289

Accounts payable

     (240     9,633  

Accrued employee compensation

     8,161       8,910  

Current income taxes

     (6,253     (6,916

Deferred revenue

     (8,208     377  

Other current and noncurrent assets and liabilities

     52,576       6,289  
  

 

 

   

 

 

 

Net cash flows from operating activities

     13,411       19,046  
  

 

 

   

 

 

 

Cash flows from investing activities:

    

Purchases of property and equipment

     (5,243     (13,590

Purchases of software and distribution rights

     (8,587     (3,618
  

 

 

   

 

 

 

Net cash flows from investing activities

     (13,830     (17,208
  

 

 

   

 

 

 

Cash flows from financing activities:

    

Proceeds from issuance of common stock

     748       801  

Proceeds from exercises of stock options

     914       7,749  

Repurchase of restricted stock for tax withholdings

     (1,615     (1,406

Repurchases of common stock

     —         (7,640

Repayment of revolving credit facility

     —         (13,000

Repayment of term portion of credit agreement

     (5,188     (23,823

Payments on other debt and capital leases

     (1,392     (3,940
  

 

 

   

 

 

 

Net cash flows from financing activities

     (6,533     (41,259
  

 

 

   

 

 

 

Effect of exchange rate fluctuations on cash

     2,565       (2,485
  

 

 

   

 

 

 

Net decrease in cash and cash equivalents

     (4,387     (41,906

Cash and cash equivalents, beginning of period

     99,744       94,369  
  

 

 

   

 

 

 

Cash and cash equivalents, end of period

   $ 95,357     $ 52,463  
  

 

 

   

 

 

 


ACI Worldwide, Inc.

Reconciliation of Selected GAAP Measures to Non-GAAP Measures

 

     Quarter Ended June 30,  
Reconciliation of Adjusted Operating Free Cash Flow (millions)    2017      2016  

Net cash provided by operating activities

   $ 13.4      $ 18.4  

Net after-tax payments associated with employee-related actions

     1.3        2.0  

Net after-tax payments associated with facility closures

     0.2        —    

Net after-tax payments associated with significant transaction related expenses

     0.7        3.1  

Less capital expenditures

     (13.8      (17.2

Plus capital expenditures for European datacenter and cyber security

     —          6.8  
  

 

 

    

 

 

 

Adjusted Operating Free Cash Flow

   $ 1.8      $ 13.1  

 

     Quarter Ended  
     June 30,  
Adjusted EBITDA (millions)    2017      2016  

Net loss

   ($ 29.8    ($ 16.5

Plus:

     

Income tax benefit

     (20.9      (17.7

Net interest expense

     10.5        9.6  

Net other expense (income)

     1.8        (2.0

Depreciation expense

     6.3        5.1  

Amortization expense

     19.3        19.3  

Non-cash compensation expense

     8.3        13.3  
  

 

 

    

 

 

 

Adjusted EBITDA before significant transaction related expenses and legal judgment

   ($ 4.5    $ 11.1  

Legal judgment

     46.7        —    

Employee related actions

     0.1        2.1  

Facility closures

     0.4        2.2  

Significant transaction related expenses

     1.1        3.9  
  

 

 

    

 

 

 

Adjusted EBITDA

   $ 43.8      $ 19.3  
  

 

 

    

 

 

 
     Quarter Ended
June 30,
 
Adjusted EBITDA excluding CFS impact (millions)    2017      2016  

Total Adjusted EBITDA

   $ 43.8      $ 19.3  

Retained indirect costs during TSA period

     —          2.1  
  

 

 

    

 

 

 

Total Adjusted EBITDA excluding CFS impact

   $ 43.8      $ 21.4  
  

 

 

    

 

 

 


     Quarter Ended  
     June 30,  
Recurring Revenue (millions)    2017      2016  

Monthly SaaS and platform fees

   $ 113.5      $ 102.3  

Maintenance fees

     56.0        60.3  

Monthly license fees

     19.5        18.3  
  

 

 

    

 

 

 

Recurring Revenue

   $ 189.0      $ 180.9  

SLIDE 1

July 27, 2017 June 30, 2017 Quarterly results ACI Worldwide Exhibit 99.2


SLIDE 2

This presentation contains forward-looking statements based on current expectations that involve a number of risks and uncertainties. The forward-looking statements are made pursuant to safe harbor provisions of the Private Securities Litigation Reform Act of 1995. A discussion of these forward-looking statements and risk factors that may affect them is set forth at the end of this presentation. The Company assumes no obligation to update any forward-looking statement in this presentation, except as required by law. Private Securities Litigation Reform Act of 1995 Safe Harbor For Forward-Looking Statements


SLIDE 3

Phil Heasley Chief Executive Officer Quarter in Review


SLIDE 4

New Bookings up 11% Revenue up 10% Adjusted EBITDA up 105% Large Universal Payments opportunities moving through pipeline Reiterating guidance Q2 2017 in Review


SLIDE 5

Confidential Scott Behrens Chief Financial Officer Financial Review


SLIDE 6

*Numbers adjusted for FX Bookings Total bookings up 6% and New Bookings up 11% We continue to expect full year new bookings growth to be in the high single digits Backlog 12-month backlog of $838 million, up $18 million from Q1 2017 60-month backlog of $4.1 billion, up $24 million from Q1 2017 Revenue and EBITDA Revenue grew 10% Adjusted EBITDA up 105% Debt and Liquidity Adjusted operating free cash flow was $2 million and YTD was $78 million, up 83% Ended the quarter with $95 million in cash and $705 million in debt $78 million remaining on share repurchase authorization Key Takeaways from the Quarter


SLIDE 7

Guidance New bookings growth expected to be in the upper single digits Revenue and Adjusted EBITDA phasing by quarter consistent with seasonal history Guidance excludes approximately $14 million in one-time integration related expenses for PAY.ON, the CFS divestiture and data center and facilities consolidation, as well as the legal judgment Q3 revenue expected to be $210 to $225 million Reiterating 2017 Guidance


SLIDE 8

Appendix


SLIDE 9

Monthly Recurring Revenue


SLIDE 10

Confidential Historic Bookings By Quarter New Accounts / New Applications 3/31/2015 $210,200 $38,555 $72,977 $98,668 18% 35% 47% 6/30/2015 $291,657 $32,919 $144,054 $114,683 11% 49% 39% 9/30/2015 $294,270 $22,916 $143,933 $127,420 8% 49% 43% 12/31/2015 $443,547 $173,206 $124,224 $146,118 39% 28% 33% 3/31/2016 $230,178 $67,680 $85,501 $76,997 29% 37% 33% 6/30/2016 $198,174 $26,050 $99,306 $72,818 13% 50% 37% 9/30/2016 $268,949 $88,047 $86,631 $94,271 33% 32% 35% 12/31/2016 $596,258 $69,566 $208,885 $317,807 12% 35% 53% 3/31/2017 $184,492 $20,759 $68,044 $95,689 11% 37% 52% 6/30/2017 $206,094 $53,521 $83,363 $69,209 26% 40% 34% Total Bookings New Accounts / New Applications Add-on Business inc. Capacity Upgrades & Services Term Extension June YTD 17 $390,586 $74,280 $151,408 $164,898 June YTD 16 $428,352 $93,730 $184,807 $149,815 Variance ($37,766) ($19,450) ($33,399) $15,083 Quarter-End Add-on Business inc. Capacity Upgrades & Services Term Extension Total Bookings Bookings Mix by Category


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Adjusted EBITDA


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Adjusted Operating Free Cash Flow


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60-Month Backlog


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EPS Impact of Non-Cash and Significant Transaction Related Items


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Contract Duration Metric Represents dollar average remaining contract life (in years) for term license software contracts Excludes perpetual contracts (primarily heritage S1 licensed software contracts) Excludes all hosted contracts as both cash and revenue are ratable over the contract term


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To supplement our financial results presented on a GAAP basis, we use the non-GAAP measures indicated in the tables, which exclude significant transaction related expenses, as well as other significant non-cash expenses such as depreciation, amortization, and non-cash compensation, that we believe are helpful in understanding our past financial performance and our future results. The presentation of these non-GAAP financial measures should be considered in addition to our GAAP results and are not intended to be considered in isolation or as a substitute for the financial information prepared and presented in accordance with GAAP. Management generally compensates for limitations in the use of non-GAAP financial measures by relying on comparable GAAP financial measures and providing investors with a reconciliation of non-GAAP financial measures only in addition to and in conjunction with results presented in accordance with GAAP. We believe that these non-GAAP financial measures reflect an additional way to view aspects of our operations that, when viewed with our GAAP results, provide a more complete understanding of factors and trends affecting our business. Certain non-GAAP measures include: Adjusted EBITDA: net income plus income tax expense (benefit), net interest income (expense), net other income (expense), depreciation, amortization, and non-cash compensation, as well as significant transaction related expenses and legal judgment. Adjusted EBITDA should be considered in addition to, rather than as a substitute for, net income (loss). Non-GAAP Financial Measures


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Non-GAAP Financial Measures ACI is also presenting adjusted operating free cash flow, which is defined as net cash provided by operating activities, plus net after-tax payments associated with employee-related actions and facility closures, plus net after-tax payments associated with significant transaction-related expenses, and less capital expenditures plus European data center and cybersecurity capital expenditures. Adjusted operating free cash flow is considered a non-GAAP financial measure as defined by SEC Regulation G. We utilize this non-GAAP financial measure, and believe it is useful to investors, as an indicator of cash flow available for debt repayment and other investing activities, such as capital investments and acquisitions. We utilize adjusted operating free cash flow as a further indicator of operating performance and for planning investing activities. Adjusted operating free cash flow should be considered in addition to, rather than as a substitute for, net cash provided by operating activities. A limitation of adjusted operating free cash flow is that it does not represent the total increase or decrease in the cash balance for the period. This measure also does not exclude mandatory debt service obligations and, therefore, does not represent the residual cash flow available for discretionary expenditures. We believe that adjusted operating free cash flow is useful to investors to provide disclosures of our operating results on the same basis as that used by our management. ACI also includes backlog estimates, which include all license, maintenance, and services (including SaaS and Platform) specified in executed contracts, as well as revenues from assumed contract renewals to the extent that we believe recognition of the related revenue will occur within the corresponding backlog period. We have historically included assumed renewals in backlog estimates based upon automatic renewal provisions in the executed contract and our historic experience with customer renewal rates.


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Backlog is considered a non-GAAP financial measure as defined by SEC Regulation G. Our 60-month backlog estimate represents expected revenues from existing customers using the following key assumptions: Maintenance fees are assumed to exist for the duration of the license term for those contracts in which the committed maintenance term is less than the committed license term. License, facilities management, and software hosting arrangements are assumed to renew at the end of their committed term at a rate consistent with our historical experiences. Non-recurring license arrangements are assumed to renew as recurring revenue streams. Foreign currency exchange rates are assumed to remain constant over the 60-month backlog period for those contracts stated in currencies other than the U.S. dollar. Our pricing policies and practices are assumed to remain constant over the 60-month backlog period.   Estimates of future financial results are inherently unreliable. Our backlog estimates require substantial judgment and are based on a number of assumptions as described above. These assumptions may turn out to be inaccurate or wrong, including, but not limited to, reasons outside of management’s control. For example, our customers may attempt to renegotiate or terminate their contracts for a number of reasons, including mergers, changes in their financial condition, or general changes in economic conditions in the customer’s industry or geographic location, or we may experience delays in the development or delivery of products or services specified in customer contracts which may cause the actual renewal rates and amounts to differ from historical experiences. Changes in foreign currency exchange rates may also impact the amount of revenue actually recognized in future periods. Accordingly, there can be no assurance that contracts included in backlog estimates will actually generate the specified revenues or that the actual revenues will be generated within the corresponding 60-month period.   Backlog should be considered in addition to, rather than as a substitute for, reported revenue and deferred revenue. Non-GAAP Financial Measures


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This presentation contains forward-looking statements based on current expectations that involve a number of risks and uncertainties. Generally, forward-looking statements do not relate strictly to historical or current facts and may include words or phrases such as “believes,” “will,” “expects,” “anticipates,” “intends,” and words and phrases of similar impact. The forward-looking statements are made pursuant to safe harbor provisions of the Private Securities Litigation Reform Act of 1995.  Forward-looking statements in this presentation include, but are not limited to, statements regarding: Belief that large Universal Payments opportunities are moving through pipeline; Expectations regarding 2017 financial guidance related to revenue, adjusted EBITDA and full year new bookings growth; Expectations regarding Q3 2017 revenue. Forward-Looking Statements


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All of the foregoing forward-looking statements are expressly qualified by the risk factors discussed in our filings with the Securities and Exchange Commission. Such factors include, but are not limited to, increased competition, the success of our Universal Payments strategy, demand for our products, restrictions and other financial covenants in our credit facility, consolidations and failures in the financial services industry, customer reluctance to switch to a new vendor, the accuracy of management’s backlog estimates, the maturity of certain products, our strategy to migrate customers to our next generation products, ratable or deferred recognition of certain revenue associated with customer migrations and the maturity of certain of our products, failure to obtain renewals of customer contracts or to obtain such renewals on favorable terms, delay or cancellation of customer projects or inaccurate project completion estimates, volatility and disruption of the capital and credit markets and adverse changes in the global economy, our existing levels of debt, impairment of our goodwill or intangible assets, litigation, future acquisitions, strategic partnerships and investments, the complexity of our products and services and the risk that they may contain hidden defects or be subjected to security breaches or viruses, compliance of our products with applicable legislation, governmental regulations and industry standards, our ability to protect customer information from security breaches or attacks, our compliance with privacy regulations, the protection of our intellectual property in intellectual property litigation, exposure to credit or operating risks arising from certain payment funding methods, the cyclical nature of our revenue and earnings and the accuracy of forecasts due to the concentration of revenue-generating activity during the final weeks of each quarter, business interruptions or failure of our information technology and communication systems, our offshore software development activities, risks from operating internationally, including fluctuations in currency exchange rates, exposure to unknown tax liabilities, volatility in our stock price, and potential claims associated with our sale and transition of our CFS assets and liabilities. For a detailed discussion of these risk factors, parties that are relying on the forward-looking statements should review our filings with the Securities and Exchange Commission, including our most recently filed Annual Report on Form 10-K and our Quarterly Reports on Form 10-Q. Forward-Looking Statements