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 22, 2018(February 22, 2018)
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 under the Securities Act (17 CFR 230.405) or Rule 12b-2 under the Exchange Act (17 CFR 240.12b-2).
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 February 22, 2018, ACI Worldwide, Inc. (“the Company”) issued a press release announcing its financial results for the three months and year ended December 31, 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 8.01. | Other Events |
The press release issued by the Company on February 22, 2018 also announced that its Board of Directors has authorized an increase to its Share Repurchase Program and with this increase, the Company now has $200 million remaining on its share buyback authorization. A copy of this press release is attached hereto as Exhibit 99.1.
| Item 9.01. | Financial Statements and Exhibits. |
| 99.1 | Press Release dated February 22, 2018 | |
| 99.2 | Investor presentation materials dated February 22, 2018 | |
2
EXHIBIT INDEX
| Exhibit No. |
Description | |
| 99.1 | Press Release dated February 22, 2018 | |
| 99.2 | Investor presentation materials dated February 22, 2018 | |
3
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: February 22, 2018
4
Exhibit 99.1
|
News Release | |
ACI Worldwide, Inc. Reports Financial Results for the
Quarter and Full Year Ended December 31, 2017
HIGHLIGHTS
| • | Revenue up 3% for the full year 2017* |
| • | Cash flow from operations up 46% in 2017 |
| • | Repurchased 3 million shares for $68 million, as of February 22, 2018 |
| • | Increased repurchase authorization to $200 million |
| • | Providing 2018 guidance and 2019-2020 outlook |
| • | New tax law lowers forward effective tax rate |
| • | No cash tax impact of new repatriation tax |
| * | Adjusted for FX and the Community Financial Services (CFS) divestiture |
NAPLES, FLA — February 22, 2018 — ACI Worldwide (NASDAQ: ACIW), a leading global provider of real-time electronic payment and banking solutions, today announced financial results for the quarter and full year ended December 31, 2017.
“Q4 capped a solid year for ACI. In 2017, we achieved our revenue and profitability goals. We are especially happy with our EBITDA, which grew 9%, and our net EBITDA margin, which increased 200 basis points,” commented Phil Heasley, President and CEO, ACI Worldwide. “We are off to a strong start in 2018, and with an investment cycle largely completed and a bookings pipeline larger than ever, we look forward to continued growth in 2018 and beyond.”
FULL YEAR 2017 FINANCIAL SUMMARY
Full year new bookings of $619 million and total bookings of $1.093 billion were down from last year due in part to contract signing delays into early 2018. We ended the year with a 60-month backlog of $4.1 billion and a 12-month backlog of $825 million.
Excluding the impact of foreign currency movements, our 60-month backlog grew $16 million and our 12-month backlog decreased $10 million versus Q3 2017.
Full year GAAP revenue was $1.024 billion, up $18 million, over 2016. Excluding the impact of foreign currency fluctuations and the CFS divestiture, full year revenue grew 3%. ACI’s On Premise segment revenue grew 1% to $598 million and now represents 58% of total revenue. ACI’s On Demand segment revenue grew 7% to $426 million and now represents 42% of total revenue.
Full year 2017 net income was reduced by higher income tax expense resulting from the enactment of the Tax Cuts and Jobs Act (the “2017 Tax Act”) related to the write-down of net deferred tax assets and the tax charge related to unremitted foreign earnings. The enactment of the 2017 Tax Act is not expected to have an impact on cash taxes as we expect to utilize foreign tax credits to cover any cash tax repatriation obligations.
Net income in 2017 was $5 million, or $0.04 per diluted share, versus net income of $130 million, or $1.09 per diluted share in 2016. Adjusting for the CFS divestiture, the previously disclosed legal judgment, the enactment of the 2017 Tax Act, and other significant transaction related expenses, adjusted net income grew 65%, to $81 million, or $0.68 per diluted share, from $49 million, or $0.41 per diluted share.
Adjusted EBITDA was $262 million, up 9% from $241 million in 2016. After adjusting for pass through interchange revenues of $163 million and $144 million in 2017 and 2016, respectively, net adjusted EBITDA margin was 30% in 2017 versus 28% in 2016.
Cash flow from operating activities in 2017 was $146 million, up 46% from $100 million in 2016. 2017 adjusted operating free cash flow (OFCF) was up 80% from $72 million in 2016.
As of December 31, 2017, we had $70 million in cash on hand and a debt balance of $696 million, down $57 million from $753 million at year end 2016. As of February 22, 2018, we repurchased 3 million shares for $68 million at an average price of $22.83 per share. Following our increased authorization, we have $200 million available to repurchase ACIW shares.
2018 GUIDANCE
Effective January 1, 2018, the Company adopted Accounting Standards Codification Topic 606, Revenue from Contracts with Customers (“ASC 606”), which supersedes the revenue recognition requirements in ASC Topic 605, Revenue Recognition (“ASC 605”). The Company expects the adoption of ASC 606 to impact the timing and amount of revenue recognition for its on-premise licensing arrangements. The Company does not expect the adoption of ASC 606 to have a significant impact on its other revenue streams or cash flows from operations. The Company has provided its full-year and first quarter outlook under both ASC 606 and ASC 605 in order to provide additional transparency. The Company will continue to provide actual results under both ASC 606 and ASC 605 throughout 2018.
For the full year 2018, the Company expects revenue under ASC 605 to be between $1.05 billion and $1.075 billion, which represents 3-5% growth over 2017 on a comparable GAAP basis. Adjusted EBITDA is expected to be in a range of $270 million to $285 million, which excludes approximately $5-7 million in significant transaction related expenses. We expect to generate between $210 million and $220 million of revenue in the first quarter. We expect full year 2018 new bookings to grow in the low double digits.
For the full year 2018, the Company expects revenue under ASC 606 to be between $1.03 billion and $1.055 billion and adjusted EBITDA to be in a range of $255 million to $270 million, which excludes approximately $5-7 million in significant transaction related expenses. We expect to generate between $200 million and $210 million of revenue in the first quarter.
In addition to our 2018 guidance, we are providing a longer-term EBITDA outlook. 2019 adjusted EBITDA is targeted to be in a range of $300 million to $315 million and 2020 adjusted EBITDA is targeted to be in a range of $335 million to $350 million.
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 2018 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 5696244. 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 and SaaS-based solutions, we deliver 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. 2018.
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 certain business combination accounting entries, 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 stock-based compensation, as well as revenue that would have been recognized in the normal course of business if not for GAAP purchase accounting requirements and significant transaction-related expenses. Adjusted EBITDA should be considered in addition to, rather than as a substitute for, net income. |
ACI is also presenting adjusted operating free cash flow, which is defined as net cash provided by operating activities, 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 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 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) expectations that we are off to a strong start in 2018; (ii) expectations that our investment cycle is largely completed; (iii) expectations regarding our bookings pipeline; (iv) expectations that our investment cycle is largely completed and that our bookings pipeline is larger than ever; (v) expectations that growth will continue in 2018 and beyond; (vi) expectations regarding revenue, adjusted EBITDA, and new bookings growth in 2018; (vii) expectations regarding revenue in the first quarter of 2018; (viii) expectations regarding the impact of ASC 605, ASC 606 and the 2017 Tax Cuts and Jobs Act; and (ix) expectations regarding our 2019 and 2020 EBITDA outlook.
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, risks related to the expected benefits to be achieved through acquisitions, 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
CONSOLIDATED BALANCE SHEETS
(unaudited and in thousands)
| December 31, | December 31, | |||||||
| 2017 | 2016 | |||||||
| ASSETS |
||||||||
| Current assets |
||||||||
| Cash and cash equivalents |
$ | 69,710 | $ | 75,753 | ||||
| Receivables, net of allowances of $4,799 and $3,873, respectively |
262,845 | 268,162 | ||||||
| Recoverable income taxes |
7,921 | 4,614 | ||||||
| Prepaid expenses |
23,219 | 25,884 | ||||||
| Other current assets |
58,126 | 33,578 | ||||||
|
|
|
|
|
|||||
| Total current assets |
421,821 | 407,991 | ||||||
|
|
|
|
|
|||||
| Noncurrent assets |
||||||||
| Property and equipment, net |
80,228 | 78,950 | ||||||
| Software, net |
155,386 | 185,496 | ||||||
| Goodwill |
909,691 | 909,691 | ||||||
| Intangible assets, net |
191,281 | 203,634 | ||||||
| Deferred income taxes, net |
66,749 | 77,479 | ||||||
| Other noncurrent assets |
36,483 | 39,054 | ||||||
|
|
|
|
|
|||||
| TOTAL ASSETS |
$ | 1,861,639 | $ | 1,902,295 | ||||
|
|
|
|
|
|||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY |
||||||||
| Current liabilities |
||||||||
| Accounts payable |
$ | 34,718 | $ | 42,873 | ||||
| Employee compensation |
48,933 | 47,804 | ||||||
| Current portion of long-term debt |
17,786 | 90,323 | ||||||
| Deferred revenue |
107,543 | 105,191 | ||||||
| Income taxes payable |
9,898 | 11,334 | ||||||
| Other current liabilities |
102,904 | 78,841 | ||||||
|
|
|
|
|
|||||
| Total current liabilities |
321,782 | 376,366 | ||||||
|
|
|
|
|
|||||
| Noncurrent liabilities |
||||||||
| Deferred revenue |
51,967 | 49,863 | ||||||
| Long-term debt |
667,943 | 653,595 | ||||||
| Deferred income taxes, net |
16,910 | 26,349 | ||||||
| Other noncurrent liabilities |
38,440 | 41,205 | ||||||
|
|
|
|
|
|||||
| Total liabilities |
1,097,042 | 1,147,378 | ||||||
|
|
|
|
|
|||||
| Commitments and contingencies |
||||||||
| Stockholders’ equity |
||||||||
| Preferred stock |
— | — | ||||||
| Common stock |
702 | 702 | ||||||
| Additional paid-in capital |
610,345 | 600,344 | ||||||
| Retained earnings |
550,866 | 545,731 | ||||||
| Treasury stock |
(319,960 | ) | (297,760 | ) | ||||
| Accumulated other comprehensive loss |
(77,356 | ) | (94,100 | ) | ||||
|
|
|
|
|
|||||
| Total stockholders’ equity |
764,597 | 754,917 | ||||||
|
|
|
|
|
|||||
| TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY |
$ | 1,861,639 | $ | 1,902,295 | ||||
|
|
|
|
|
|||||
ACI WORLDWIDE, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(unaudited and in thousands, except per share amounts)
| For the Three Months Ended December 31, |
For the Years Ended December 31, |
|||||||||||||||
| 2017 | 2016 | 2017 | 2016 | |||||||||||||
| Revenues |
||||||||||||||||
| Software as a service and platform as a service |
$ | 112,895 | $ | 101,119 | $ | 425,572 | $ | 411,289 | ||||||||
| License |
129,546 | 159,277 | 293,124 | 273,466 | ||||||||||||
| Maintenance |
55,242 | 58,072 | 222,071 | 233,476 | ||||||||||||
| Services |
28,712 | 24,262 | 83,424 | 87,470 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Total revenues |
326,395 | 342,730 | 1,024,191 | 1,005,701 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Operating expenses |
||||||||||||||||
| Cost of revenue (1) |
115,993 | 110,829 | 452,286 | 444,914 | ||||||||||||
| Research and development |
30,732 | 37,665 | 136,921 | 169,900 | ||||||||||||
| Selling and marketing |
26,695 | 29,421 | 107,885 | 118,082 | ||||||||||||
| General and administrative |
22,700 | 21,639 | 153,032 | 113,617 | ||||||||||||
| Gain on sale of CFS assets |
— | — | — | (151,463 | ) | |||||||||||
| Depreciation and amortization |
22,238 | 22,833 | 89,427 | 89,521 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Total operating expenses |
218,358 | 222,387 | 939,551 | 784,571 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Operating income |
108,037 | 120,343 | 84,640 | 221,130 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Other income (expense) |
||||||||||||||||
| Interest expense |
(8,815 | ) | (10,217 | ) | (39,013 | ) | (40,184 | ) | ||||||||
| Interest income |
143 | 114 | 564 | 530 | ||||||||||||
| Other, net |
(443 | ) | (378 | ) | (2,619 | ) | 4,105 | |||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Total other income (expense) |
(9,115 | ) | (10,481 | ) | (41,068 | ) | (35,549 | ) | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Income before income taxes |
98,922 | 109,862 | 43,572 | 185,581 | ||||||||||||
| Income tax expense |
65,758 | 43,171 | 38,437 | 56,046 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Net income |
$ | 33,164 | $ | 66,691 | $ | 5,135 | $ | 129,535 | ||||||||
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|
|
|
|
|
|
|
|||||||||
| Earnings per common share |
||||||||||||||||
| Basic |
$ | 0.28 | $ | 0.57 | $ | 0.04 | $ | 1.10 | ||||||||
| Diluted |
$ | 0.28 | $ | 0.56 | $ | 0.04 | $ | 1.09 | ||||||||
| Weighted average common shares outstanding |
||||||||||||||||
| Basic |
118,315 | 117,316 | 118,059 | 117,533 | ||||||||||||
| Diluted |
119,727 | 118,477 | 119,444 | 118,847 | ||||||||||||
| (1) | The cost of software license fees excludes charges for depreciation but includes amortization of purchased and developed software for resale. The cost of maintenance, services and hosting fees excludes charges for depreciation. |
ACI WORLDWIDE, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited and in thousands)
| For the Three Months Ended December 31, |
For the Years Ended December 31, |
|||||||||||||||
| 2017 | 2016 | 2017 | 2016 | |||||||||||||
| Cash flows from operating activities: |
||||||||||||||||
| Net income |
$ | 33,164 | $ | 66,691 | $ | 5,135 | $ | 129,535 | ||||||||
| Adjustments to reconcile net income to net cash flows from operating activities: |
||||||||||||||||
| Depreciation |
6,213 | 6,454 | 24,871 | 22,584 | ||||||||||||
| Amortization |
19,239 | 21,162 | 77,353 | 80,870 | ||||||||||||
| Amortization of deferred debt issuance costs |
749 | 1,369 | 4,286 | 5,567 | ||||||||||||
| Deferred income taxes |
59,367 | 19,263 | 21,660 | 17,702 | ||||||||||||
| Stock-based compensation expense (benefit) |
(9,041 | ) | 9,801 | 13,683 | 43,613 | |||||||||||
| Gain on sale of CFS assets |
— | — | — | (151,463 | ) | |||||||||||
| Other |
(659 | ) | 1,213 | 435 | 806 | |||||||||||
| Changes in operating assets and liabilities, net of impact of acquisitions: |
||||||||||||||||
| Receivables |
(88,641 | ) | (111,244 | ) | (8,243 | ) | (76,460 | ) | ||||||||
| Accounts payable |
9,910 | 1,978 | (1,700 | ) | (13,920 | ) | ||||||||||
| Accrued employee compensation |
1,150 | (200 | ) | 94 | 18,060 | |||||||||||
| Current income taxes |
5,934 | 8,819 | (4,227 | ) | 14,510 | |||||||||||
| Deferred revenue |
1,687 | (648 | ) | 439 | 3,015 | |||||||||||
| Other current and noncurrent assets and liabilities |
22,053 | 10,316 | 12,411 | 5,411 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Net cash flows from operating activities |
61,125 | 34,974 | 146,197 | 99,830 | ||||||||||||
|
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|
|
|
|
|
|
|||||||||
| Cash flows from investing activities: |
||||||||||||||||
| Purchases of property and equipment |
(7,151 | ) | (6,383 | ) | (25,717 | ) | (40,812 | ) | ||||||||
| Purchases of software and distribution rights |
(7,369 | ) | (3,057 | ) | (28,697 | ) | (22,268 | ) | ||||||||
| Proceeds from sale of CFS assets |
— | — | — | 199,481 | ||||||||||||
| Acquisition of businesses, net of cash acquired |
— | 232 | — | 232 | ||||||||||||
| Other |
— | — | — | (7,000 | ) | |||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Net cash flows from investing activities |
(14,520 | ) | (9,208 | ) | (54,414 | ) | 129,633 | |||||||||
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| Cash flows from financing activities: |
||||||||||||||||
| Proceeds from issuance of common stock |
773 | 592 | 2,958 | 2,987 | ||||||||||||
| Proceeds from exercises of stock options |
3,588 | 576 | 13,872 | 9,325 | ||||||||||||
| Repurchases of common stock |
(37,387 | ) | — | (37,387 | ) | (60,089 | ) | |||||||||
| Repurchase of restricted stock and performance shares for tax withholdings |
— | — | (5,311 | ) | (2,975 | ) | ||||||||||
| Proceeds from revolving credit facility |
25,000 | 24,000 | 67,000 | 76,000 | ||||||||||||
| Proceeds from term portion of credit agreement |
— | — | 415,000 | — | ||||||||||||
| Repayments of revolving credit facility |
(27,000 | ) | — | (153,000 | ) | (166,000 | ) | |||||||||
| Repayments of term portion of credit agreement |
(5,188 | ) | (23,823 | ) | (386,040 | ) | (95,293 | ) | ||||||||
| Payments on other debt and capital leases |
(614 | ) | (838 | ) | (9,900 | ) | (14,376 | ) | ||||||||
| Payment for debt issuance costs |
— | (285 | ) | (5,340 | ) | (655 | ) | |||||||||
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| Net cash flows from financing activities |
(40,828 | ) | 222 | (98,148 | ) | (251,076 | ) | |||||||||
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| Effect of exchange rate fluctuations on cash |
(3,997 | ) | (1,147 | ) | 322 | (4,873 | ) | |||||||||
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| Net increase (decrease) in cash and cash equivalents |
1,780 | 24,841 | (6,043 | ) | (26,486 | ) | ||||||||||
| Cash and cash equivalents, beginning of period |
67,930 | 50,912 | 75,753 | 102,239 | ||||||||||||
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| Cash and cash equivalents, end of period |
$ | 69,710 | $ | 75,753 | $ | 69,710 | $ | 75,753 | ||||||||
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ACI Worldwide, Inc.
Reconciliation of Selected GAAP Measures to Non-GAAP Measures
(unaudited and in millions, except per share data)
| Quarter Ended December 31, | Year Ended December 31, | |||||||||||||||
| Adjusted EBITDA (millions) | 2017 | 2016 | 2017 | 2016 | ||||||||||||
| Net income |
$ | 33.2 | $ | 66.7 | $ | 5.1 | $ | 129.5 | ||||||||
| Plus: |
||||||||||||||||
| Income tax expense |
28.9 | 43.2 | 1.5 | 56.0 | ||||||||||||
| Tax reform transition tax |
20.9 | — | 20.9 | — | ||||||||||||
| Tax reform revaluation of deferred tax balances |
16.0 | — | 16.0 | — | ||||||||||||
| Net interest expense |
8.7 | 10.1 | 38.4 | 39.6 | ||||||||||||
| Net other expense (income) |
0.4 | 0.3 | 2.6 | (4.1 | ) | |||||||||||
| Depreciation expense |
6.2 | 6.5 | 24.9 | 22.6 | ||||||||||||
| Amortization expense |
19.2 | 21.2 | 77.4 | 80.9 | ||||||||||||
| Non-cash compensation expense |
(9.0 | ) | 9.8 | 13.7 | 43.6 | |||||||||||
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| Adjusted EBITDA before significant transaction related expenses |
$ | 124.5 | $ | 157.8 | $ | 200.5 | $ | 368.1 | ||||||||
| Legal judgment |
— | — | 46.7 | — | ||||||||||||
| Adjustment to gain on sale of CFS assets |
— | — | — | (151.5 | ) | |||||||||||
| Significant transaction related expenses |
5.3 | 1.7 | 14.7 | 20.5 | ||||||||||||
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|||||||||
| Adjusted EBITDA |
$ | 129.8 | $ | 159.5 | $ | 261.9 | $ | 237.1 | ||||||||
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| Quarter Ended December 31, | Year Ended December 31, | |||||||||||||||
| Adjusted EBITDA excluding CFS impact (millions) | 2017 | 2016 | 2017 | 2016 | ||||||||||||
| Total Adjusted EBITDA |
$ | 129.8 | $ | 159.5 | $ | 261.9 | $ | 237.1 | ||||||||
| CFS Adjusted EBITDA |
— | — | — | (1.2 | ) | |||||||||||
| Retained indirect costs during TSA period |
— | — | — | 4.9 | ||||||||||||
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| Total Adjusted EBITDA excluding CFS impact |
$ | 129.8 | $ | 159.5 | $ | 261.9 | $ | 240.8 | ||||||||
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| Quarter Ended December 31, | Year Ended December 31, | |||||||||||||||
| Reconciliation of Adjusted Operating Free Cash Flow (millions) | 2017 | 2016 | 2017 | 2016 | ||||||||||||
| Net cash flows provided by operating activities |
$ | 61.1 | $ | 35.0 | $ | 146.2 | $ | 99.8 | ||||||||
| Net after-tax payments associated with significant transaction related expenses |
0.9 | 1.7 | 7.6 | 11.9 | ||||||||||||
| Net after-tax payments associated with legal judgment |
— | — | 30.4 | — | ||||||||||||
| Less capital expenditures |
(14.5 | ) | (9.4 | ) | (54.4 | ) | (63.1 | ) | ||||||||
| Plus capital expenditures for European datacenter and cyber security |
— | 3.9 | — | 23.4 | ||||||||||||
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| Adjusted Operating Free Cash Flow |
$ | 47.5 | $ | 31.2 | $ | 129.8 | $ | 72.0 | ||||||||
| Quarter Ended December 31, | ||||||||||||||||
| 2017 | 2016 | |||||||||||||||
| EPS impact of non-cash and significant transaction related items (millions) | EPS Impact | $ in Millions (Net of Tax) |
EPS Impact | $ in Millions (Net of Tax) |
||||||||||||
| GAAP net income |
$ | 0.28 | $ | 33.2 | $ | 0.56 | $ | 66.7 | ||||||||
| Plus: |
||||||||||||||||
| Tax reform |
0.31 | 36.9 | — | — | ||||||||||||
| Significant transaction related expenses |
0.03 | 3.4 | 0.01 | 1.1 | ||||||||||||
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| Total |
$ | 0.34 | $ | 40.3 | $ | 0.01 | $ | 1.1 | ||||||||
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| Diluted EPS adjusted for significant transaction related items |
$ | 0.62 | $ | 73.5 | $ | 0.57 | $ | 67.8 | ||||||||
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|||||||||
| Amortization of acquisition-related intangibles |
0.03 | 3.2 | 0.03 | 3.2 | ||||||||||||
| Amortization of acquisition-related software |
0.04 | 4.9 | 0.05 | 5.7 | ||||||||||||
| Non-cash equity-based compensation |
(0.05 | ) | (5.7 | ) | 0.05 | 6.1 | ||||||||||
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| Total |
$ | 0.02 | $ | 2.4 | $ | 0.13 | $ | 15.0 | ||||||||
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|
|
|
|
|||||||||
| Diluted EPS adjusted for non-cash and significant transaction related items |
$ | 0.64 | $ | 75.9 | $ | 0.70 | $ | 82.8 | ||||||||
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| Year Ended December 31, | ||||||||||||||||
| 2017 | 2016 | |||||||||||||||
| EPS impact of non-cash and significant transaction related items (millions) | EPS Impact | $ in Millions (Net of Tax) |
EPS Impact | $ in Millions (Net of Tax) |
||||||||||||
| GAAP net income |
$ | 0.04 | $ | 5.1 | $ | 1.09 | $ | 129.5 | ||||||||
| Plus: |
||||||||||||||||
| Tax reform |
0.31 | 36.9 | — | — | ||||||||||||
| Legal judgment |
0.25 | 29.3 | — | — | ||||||||||||
| Gain on sale of CFS assets |
— | — | (0.79 | ) | (93.4 | ) | ||||||||||
| Significant transaction related expenses |
0.08 | 9.7 | 0.11 | 13.1 | ||||||||||||
|
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|
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|
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|
|
|||||||||
| Total |
$ | 0.64 | $ | 75.9 | $ | (0.68 | ) | $ | (80.3 | ) | ||||||
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|
|
|
|
|||||||||
| Diluted EPS adjusted for significant transaction related items |
$ | 0.68 | $ | 81.0 | $ | 0.41 | $ | 49.2 | ||||||||
|
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|
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|
|
|||||||||
| Amortization of acquisition-related intangibles |
0.11 | 12.6 | 0.12 | 13.8 | ||||||||||||
| Amortization of acquisition-related software |
0.16 | 19.0 | 0.12 | 14.8 | ||||||||||||
| Non-cash equity-based compensation |
0.07 | 8.6 | 0.23 | 27.3 | ||||||||||||
|
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|
|||||||||
| Total |
$ | 0.34 | $ | 40.2 | $ | 0.47 | $ | 55.9 | ||||||||
|
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|||||||||
| Diluted EPS adjusted for non-cash and significant transaction related items |
$ | 1.02 | $ | 121.2 | $ | 0.88 | $ | 105.1 | ||||||||
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|||||||||
QUARTERLY AND FULL-YEAR EARNINGS PRESENTATION February 22, 2018 ACI Worldwide Confidential Exhibit 99.2
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
Phil Heasley Chief Executive Officer Year in Review
Revenue up 3% Adjusted EBITDA up 9%, representing a 200 bps improvement over 2016 UP strategy validated in 2017 New two P&L segments position ACI strategically Major solution releases in 2017 Strong start in 2018 2017 in Review
Confidential Scott Behrens Chief Financial Officer Financial Review
*Adjusted for FX and CFS divestiture Bookings New bookings were $619 million and total bookings were $1.093 billion Strong start in 2018 Backlog* 60-month backlog of $4.1 billion, up $16 million from Q3 2017 12-month backlog of $825 million, down $10 million from Q3 2017 Revenue and Adjusted EBITDA Revenue grew 3%* On Demand revenue grew 7% On Premise revenue grew 1% Adjusted EBITDA up 9% EBITDA margin up 200 bps to 30% compared to 28% in full year 2016 Debt and Liquidity Cash flow from operating activities was $146 million, up 46% over 2016 Adjusted operating free cash flow up 80% over 2016 Ended the year with $70 million in cash Ended the year with $696 million in debt, down $57 million for the year Repurchased 3 million shares for $68 million and increased authorization to $200 million Key Takeaways from the Year
US Tax Cut and Jobs Act Impact to Q4 2017 financials Non-cash charge for revaluation of net deferred tax assets of $16 million Cash charge for unremitted foreign earnings of $21 million Expect to utilize foreign tax credits to cover cash impact thus no impact to 2018 free cash flow Fiscal 2018 effective tax rate of ~20% Expect continued low cash tax rate as we utilize ~ $100 million of US Federal NOLs New Revenue Recognition Standard Effective January 1, 2018 Adopting modified retrospective approach For 2018, we will present the key financial metrics on both an old GAAP and new GAAP basis Primary Impacts Timing and amount of recognition of installment license fees will all be recognized up front Timing of recognition of sales commissions aligned with timing of revenue Minimal to No Impact No impact to free cash flow No impact to bookings Minimal impact to timing of revenue recognition for On Demand P&L segment Sales commissions will be recognized over the performance period under new GAAP vs being expenses as incurred under current GAAP Key Takeaways from the Year
2018 Guidance Effective January 1, 2018, the company adopted Accounting Standards Codification Topic 606, Revenue from Contracts with Customers (“ASC 606”), which supersedes the revenue recognition requirements in ASC Topic 605, Revenue Recognition (“ASC 605”). The company expects the adoption of ASC 606 to impact the timing and amount of revenue recognition for its On Premise licensing arrangements. The company does not expect the adoption of ASC 606 to have a significant impact on its other revenue streams or cash flow from operations. The company has provided its full-year and first quarter outlook under both ASC 606 and ASC 605 in order to provide additional transparency. The company will continue to provide actuals results under both ASC 606 and ASC 605 throughout 2018.
2018 Guidance Other 2018 Guidance Assumptions New bookings growth expected to be in the low double digits Interest expense of $37 million and cash interest of $34 million Capital expenditures to approximate $50 million Depreciation and amortization expected to approximate $100 million Non-cash compensation expense of approximately $30 million Pass through interchange revenues to approximate $170 million to $175 million Cash taxes expected to approximate $40 million Diluted share count to approximate 116 million (excluding future share buy-back activity) These metrics exclude approximately $5 million to $7 million in one-time integration and divestiture related expenses Q1 revenue expected to be $210 million to $220 million under ASC 605 Q1 revenue expected to be $200 million to $210 million under ASC 606
Outlook 2019 and 2020 Adjusted EBITDA Outlook Expect to continue to get margin expansion through scale and focus on “Rule of 40” in our On Demand business 2019 adjusted EBITDA targeted to be in a range of $300 million to $315 million 2020 adjusted EBITDA targeted to be in a range of $335 million to $350 million
Appendix
Monthly Recurring Revenue
Confidential Historic Bookings By Quarter* * Numbers adjusted for CFS divestiture
Adjusted EBITDA
Adjusted Operating Free Cash Flow
60-Month Backlog
EPS Impact of Non-Cash and Significant Transaction Related Items
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 On Demand contracts as both cash and revenue are ratable over the contract term
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 (loss) 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. Adjusted EBITDA should be considered in addition to, rather than as a substitute for, net income (loss). Non-GAAP Financial Measures
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.
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 SaaS and platform 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
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: New 2 P&L segments positions ACI strategically, Strong start in 2018, Expectations regarding 2018 financial guidance related to revenue, adjusted EBITDA and full year new bookings growth, Expectations regarding revenue in the first quarter of 2018, Expectations regarding 2019 and 2020 outlook, Expectations regarding 2018 effective tax rate, and Expectations regarding the impact of ASC 605, ASC 606 and the 2017 Tax Cuts and Jobs Act. Forward-Looking Statements
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, risks related to the expected benefits to be achieved through acquisitions, 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