0000935036-21-000032 | 10-Q | XBRL Viewer

General and administrative

$ 285,186

$ 291,485

Operating expenses

Cost of revenue

^[1]

159,485

165,837

Research and development

34,514

39,024

Selling and marketing

28,138

30,083

27,775

35,926

Depreciation and amortization

31,584

31,898

Total operating expenses

281,496

302,768

Operating income (loss)

3,690

(11,283)

Other income (expense)

Interest expense

(11,475)

(17,171)

Interest income

2,854

2,900

Other, net

(1,382)

(9,758)

Total other income (expense)

(10,003)

(24,029)

Loss before income taxes

(6,313)

(35,312)

Income tax benefit

(4,368)

(10,885)

Net loss

$ (1,945)

$ (24,427)

Loss per common share

Basic (in dollars per share)

$ (0.02)

$ (0.21)

Diluted (in dollars per share)

$ (0.02)

$ (0.21)

Weighted average common shares outstanding

Basic (in shares)

117,491

116,006

Diluted (in shares)

117,491

116,006

Software as a service and platform as a service

Revenues

$ 195,746

$ 192,950

License

Revenues

21,202

28,129

Maintenance

Revenues

52,363

53,280

Services

Revenues

$ 15,875

$ 17,126

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

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Statement of Comprehensive Income [Abstract]
Net loss	$ (1,945)	$ (24,427)
Other comprehensive loss:
Foreign currency translation adjustments	(3,116)	(6,169)
Total other comprehensive loss	(3,116)	(6,169)
Comprehensive loss	$ (5,061)	$ (30,596)

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

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CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) $ in Thousands	Total	Common Stock	Additional Paid-in Capital	Retained Earnings	Treasury Stock	Accumulated Other Comprehensive Loss
Beginning balance at Dec. 31, 2019	$ 1,129,968	$ 702	$ 667,658	$ 930,830	$ (377,639)	$ (91,583)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	(24,427)			(24,427)
Other comprehensive loss	(6,169)					(6,169)
Stock-based compensation	6,950		6,950
Shares issued and forfeited, net, under stock plans	1,330		(17,885)		19,215
Repurchase of 1,000,000 shares of common stock	(28,881)				(28,881)
Repurchase of stock-based compensation awards for tax withholdings	(10,973)				(10,973)
Ending balance at Mar. 31, 2020	1,067,798	702	656,723	906,403	(398,278)	(97,752)
Beginning balance at Dec. 31, 2020	1,206,597	702	682,431	1,003,490	(387,581)	(92,445)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	(1,945)			(1,945)
Other comprehensive loss	(3,116)					(3,116)
Stock-based compensation	6,703		6,703
Shares issued and forfeited, net, under stock plans	3,684		(19,116)		22,800
Repurchase of stock-based compensation awards for tax withholdings	(14,206)				(14,206)
Ending balance at Mar. 31, 2021	$ 1,197,717	$ 702	$ 670,018	$ 1,001,545	$ (378,987)	$ (95,561)

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Total of all stockholders' equity (deficit) items, net of receivables from officers, directors, owners, and affiliates of the entity which are attributable to the parent. The amount of the economic entity's stockholders' equity attributable to the parent excludes the amount of stockholders' equity which is allocable to that ownership interest in subsidiary equity which is not attributable to the parent (noncontrolling interest, minority interest). This excludes temporary equity and is sometimes called permanent equity.

+ References + Details

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (Parenthetical) - shares	3 Months Ended		37 Months Ended
	Mar. 31, 2021	Mar. 31, 2020	Mar. 31, 2021
Statement of Stockholders' Equity [Abstract]
Repurchase of common stock (in shares)	0	1,000,000	46,357,495

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Cash flows from operating activities:
Net loss	$ (1,945)	$ (24,427)
Adjustments to reconcile net loss to net cash flows from operating activities:
Depreciation	5,416	5,825
Amortization	28,167	27,997
Amortization of operating lease right-of-use assets	2,345	3,556
Amortization of deferred debt issuance costs	1,182	1,212
Deferred income taxes	(6,078)	(10,413)
Stock-based compensation expense	6,703	6,950
Other	(106)	650
Changes in operating assets and liabilities:
Receivables	76,135	48,699
Accounts payable	(2,808)	(6,087)
Accrued employee compensation	(12,725)	6,985
Deferred revenue	8,152	22,495
Other current and noncurrent assets and liabilities	(34,315)	(25,942)
Net cash flows from operating activities	70,123	57,500
Cash flows from investing activities:
Purchases of property and equipment	(4,346)	(3,597)
Purchases of software and distribution rights	(8,053)	(6,541)
Net cash flows from investing activities	(12,399)	(10,138)
Cash flows from financing activities:
Proceeds from issuance of common stock	1,052	947
Proceeds from exercises of stock options	2,799	400
Repurchase of stock-based compensation awards for tax withholdings	(14,206)	(10,973)
Repurchases of common stock	0	(28,881)
Proceeds from revolving credit facility	0	30,000
Repayment of revolving credit facility	(15,000)	(39,000)
Repayment of term portion of credit agreement	(9,738)	(9,737)
Payments on or proceeds from other debt, net	(3,600)	(3,593)
Net cash flows from financing activities	(38,693)	(60,837)
Effect of exchange rate fluctuations on cash	(41)	11,201
Net increase (decrease) in cash and cash equivalents	18,990	(2,274)
Cash and cash equivalents, beginning of period	165,374	121,398
Cash and cash equivalents, end of period	184,364	119,124
Supplemental cash flow information
Income taxes paid	10,713	6,639
Interest paid	$ 15,954	$ 21,837

Condensed Consolidated Financial Statements

3 Months Ended

Mar. 31, 2021

Condensed Consolidated Financial Statements

The unaudited condensed consolidated financial statements include the accounts of ACI Worldwide, Inc. and its wholly-owned subsidiaries (collectively, the “Company”). All intercompany balances and transactions have been eliminated. The condensed consolidated financial statements as of March 31, 2021, and for the three months ended March 31, 2021 and 2020, are unaudited and reflect all adjustments of a normal recurring nature, which are, in the opinion of management, necessary for a fair presentation, in all material respects, of the financial position and operating results for the interim periods. The condensed consolidated balance sheet as of December 31, 2020, is derived from the audited financial statements.

The condensed consolidated financial statements contained herein should be read in conjunction with the consolidated financial statements and notes thereto contained in the Company’s annual report on Form 10-K for the fiscal year ended December 31, 2020, filed on February 25, 2021. Results for the three months ended March 31, 2021, are not necessarily indicative of results that may be attained in the future.

The preparation of condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States (“U.S. GAAP”) requires management to make judgments, estimates, and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Risks and Uncertainties

The Company is subject to risks and uncertainties as a result of the COVID-19 pandemic. The extent of the impact of the COVID-19 pandemic on the Company's business is highly uncertain and difficult to predict, as the response to the pandemic and available information continues to be evolving. The Company has experienced changes in volumes for certain Merchant and Biller customers and has received limited requests for extended payment terms under existing contracts. Furthermore, capital markets and economies worldwide have also been negatively impacted by the COVID-19 pandemic, and it is possible that it could cause a local and/or global economic recession. Such economic disruption could have a material adverse effect on our business as our customers curtail and reduce capital and overall spending. Policymakers around the globe have responded with fiscal policy actions to support the economy as a whole. The magnitude and overall effectiveness of these actions remains uncertain.

The severity of the impact of the COVID-19 pandemic on the Company's business will depend on a number of factors, including, but not limited to, the duration and severity of the pandemic and the extent and severity of the impact on the Company's customers, all of which are uncertain and cannot be predicted. The Company's future results of operations and liquidity could be adversely impacted by delays in payments of outstanding receivable amounts beyond normal payment terms, uncertain demand, and the impact of any initiatives or programs that the Company may undertake to address financial and operations challenges faced by its customers. As of the date of issuance of these condensed consolidated financial statements, the extent to which the COVID-19 pandemic may materially impact the Company's financial condition, liquidity, or results of operations is uncertain.

Other Current Liabilities

The components of other current liabilities are included in the following table (in thousands):


	March 31, 2021		December 31, 2020
Vendor financed licenses	$	13,772	$	12,901
Operating lease liabilities	12,907		13,438
Royalties payable	3,387		3,959
Accrued interest	2,987		8,745
Other	35,668		42,569
Total other current liabilities	$	68,721	$	81,612

Settlement Assets and Liabilities

Individuals and businesses settle their obligations to the Company’s various Biller clients using credit or debit cards or via automated clearing house (“ACH”) payments. The Company creates a receivable for the amount due from the credit or debit card processor and an offsetting payable to the client. Upon confirmation that the funds have been received, the Company settles the obligation to the client. Due to timing, in some instances, the Company may (1) receive the funds into bank accounts controlled by and in the Company’s name that are not disbursed to its clients by the end of the day, resulting in a settlement deposit on the Company’s books and (2) disburse funds to its clients in advance of receiving funds from the credit or debit card processor, resulting in a net settlement receivable position.

Off Balance Sheet Settlement Accounts

The Company also enters into agreements with certain Biller clients to process payment funds on their behalf. When an ACH or automated teller machine network payment transaction is processed, a transaction is initiated to withdraw funds from the designated source account and deposit them into a settlement account, which is a trust account maintained for the benefit of the Company’s clients. A simultaneous transaction is initiated to transfer funds from the settlement account to the intended destination account. These “back to back” transactions are designed to settle at the same time, usually overnight, such that the Company receives the funds from the source at the same time as it sends the funds to their destination. However, due to the transactions being with various financial institutions there may be timing differences that result in float balances. These funds are maintained in accounts for the benefit of the client, which is separate from the Company’s corporate assets. As the Company does not take ownership of the funds, these settlement accounts are not included in the Company’s balance sheet. The Company is entitled to interest earned on the fund balances. The collection of interest on these settlement accounts is considered in the Company’s determination of its fee structure for clients and represents a portion of the payment for services performed by the Company. The amount of settlement funds as of March 31, 2021, and December 31, 2020, was $174.0 million and $246.8 million, respectively.

Fair Value

The fair value of the Company’s Credit Agreement approximates the carrying value due to the floating interest rate (Level 2 of the fair value hierarchy). The Company measures the fair value of its Senior Notes based on Level 2 inputs, which include quoted market prices and interest rate spreads of similar securities. The fair value of the Company’s 5.750% Senior Notes due 2026 (“2026 Notes”) was $424.0 million and $424.5 million as of March 31, 2021, and December 31, 2020, respectively.

The fair values of cash and cash equivalents approximate the carrying values due to the short period of time to maturity (Level 2 of the fair value hierarchy).

Goodwill

In accordance with the Accounting Standards Codification (“ASC”) 350, Intangibles – Goodwill and Other, the Company assesses goodwill for impairment annually during the fourth quarter of its fiscal year using October 1 balances or when there is evidence that events or changes in circumstances indicate that the carrying amount of the asset may not be recovered. The Company evaluates goodwill at the reporting unit level and had previously identified ACI On Demand and ACI On Premise, the operating segments at the time, as the reporting units. As of March 31, 2021, the Company's goodwill balance of $1.3 billion was allocated to these two reporting units, with $554.3 million allocated to ACI On Demand and $725.9 million allocated to ACI On Premise.

Recoverability of goodwill is measured using a discounted cash flow valuation model incorporating discount rates commensurate with the risks involved. Use of a discounted cash flow model is common practice in impairment testing in the absence of available transactional market evidence to determine the fair value. The calculated fair value was substantially in excess of the current carrying value for all reporting units based upon the October 1, 2020, annual impairment test. Given the adverse economic and market conditions caused by the COVID-19 pandemic, the Company considered a variety of qualitative factors to determine if an additional quantitative impairment test was required subsequent to our annual impairment test. Based on a variety of factors, including the excess of the fair value over the carrying amount in the most recent impairment test, we determined that an additional quantitative impairment test was not required.

As discussed in Note 9, Segment Information, during the first quarter of 2021, the Company made a change in organizational structure to better align with its strategic direction. This change in the Company’s operating segments will also result in a change in reporting units. The Company is currently in the process of calculating the allocation of goodwill for the new reporting units, which are expected to coincide with the new operating segments - Banks, Merchants, and Billers.

Equity Method Investment

In July 2019, the Company invested $18.3 million for a 30% non-controlling financial interest in a payment technology and services company in India. The Company accounted for this investment using the equity method in accordance with ASC 323, Investments - Equity Method and Joint Ventures. The Company records its share of earnings and losses in the investment on a one-quarter lag basis. Accordingly, the Company recorded an investment of $18.8 million and $19.3 million, which is included in other noncurrent assets in the condensed consolidated balance sheet as of March 31, 2021, and December 31, 2020, respectively.

New Accounting Standards Recently Adopted

In December 2019, the Financial Accounting Standards Board ("FASB") issued Accounting Standards update ("ASU") 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, as part of its initiative to reduce complexity in accounting standards. The amendments in this update simplify the accounting for income taxes by removing certain exceptions within ASC 740, as well as clarify and simplify other aspects of the accounting for income taxes to promote consistency among reporting entities. ASU 2019-12 was effective for annual and interim periods beginning after December 15, 2020. The adoption of ASU 2019-12 did not have a material impact on the Company's condensed consolidated financial statements.

Revenue

3 Months Ended

Mar. 31, 2021

Revenue from Contract with Customer [Abstract]

Revenue

In accordance with ASC 606, Revenue From Contracts With Customers, revenue is recognized upon transfer of control of promised products and/or services to customers in an amount that reflects the consideration the Company expects to receive in exchange for those products and services. Revenue is recognized net of any taxes collected from customers and subsequently remitted to governmental authorities. See Note 9, Segment Information, for additional information, including disaggregation of revenue based on primary solution category.

Total receivables represent amounts billed and amounts earned that are to be billed in the future (i.e., accrued receivables). Included in accrued receivables are services, software as a service ("SaaS"), and platform as a service ("PaaS") revenues earned in the current period but billed in the following period, and amounts due under multi-year software license arrangements with extended payment terms for which the Company has an unconditional right to invoice and receive payment subsequent to invoicing.

Total receivables, net is comprised of the following (in thousands):


	March 31, 2021		December 31, 2020
Billed receivables	$	132,644	$	179,177
Allowance for doubtful accounts	(3,338)		(3,912)
Billed receivables, net	129,306		175,265
Current accrued receivables, net	151,080		167,614
Long-term accrued receivables, net	199,590		215,772
Total accrued receivables, net	350,670		383,386
Total receivables, net	$	479,976	$	558,651

No customer accounted for more than 10% of the Company’s consolidated receivables balance as of March 31, 2021, or December 31, 2020.

Deferred revenue includes amounts due or received from customers for software licenses, maintenance, services, and/or SaaS and PaaS services in advance of recording the related revenue.

Changes in deferred revenue were as follows (in thousands):


Balance, December 31, 2020	$	129,413
Deferral of revenue	38,383
Recognition of deferred revenue	(30,099)
Foreign currency translation	(497)
Balance, March 31, 2021	$	137,200

Revenue allocated to remaining performance obligations represents contracted revenue that will be recognized in future periods, which is comprised of deferred revenue and amounts that will be invoiced and recognized as revenue in future periods. This does not include:

•Revenue that will be recognized in future periods from capacity overages that are accounted for as a usage-based royalty.

•SaaS and PaaS revenue from variable consideration that will be recognized in accordance with the ‘right to invoice’ practical expedient or meets the allocation objective.

Revenue allocated to remaining performance obligations was $802.7 million as of March 31, 2021, of which the Company expects to recognize approximately 51% over the next 12 months and the remainder thereafter.

During the three months ended March 31, 2021 and 2020, revenue recognized by the Company from performance obligations satisfied in previous periods was not significant.

The entire disclosure of revenue from contract with customer to transfer good or service and to transfer nonfinancial asset. Includes, but is not limited to, disaggregation of revenue, credit loss recognized from contract with customer, judgment and change in judgment related to contract with customer, and asset recognized from cost incurred to obtain or fulfill contract with customer. Excludes insurance and lease contracts.

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-URI http://asc.fasb.org/extlink&oid=121604090&loc=SL49130554-203045

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 15
-URI http://asc.fasb.org/extlink&oid=121604090&loc=SL49130558-203045

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (c)
-URI http://asc.fasb.org/extlink&oid=121604090&loc=SL49130554-203045

Goodwill and Intangible Assets Disclosure [Abstract]

Debt

3 Months Ended

Mar. 31, 2021

Debt Disclosure [Abstract]

Debt

As of March 31, 2021, the Company had $40.0 million, $707.4 million, and $400.0 million outstanding under its Revolving Credit Facility, Term Loan, and Senior Notes, respectively, with up to $458.5 million of unused borrowings under the Revolving Credit Facility portion of the Credit Agreement, as amended, and up to $1.5 million of unused borrowings under the Letter of Credit agreement. The amount of unused borrowings actually available varies in accordance with the terms of the agreement.

Credit Agreement

On April 5, 2019, the Company and its wholly-owned subsidiaries, ACI Worldwide Corp. and ACI Payments, Inc. entered into the Second Amended and Restated Credit Agreement (the “Credit Agreement”) with the lenders, and Bank of America, N.A., as administrative agent for the lenders, to amend and restate the Company's existing agreement, as amended, dated February 24, 2017.

The Credit Agreement consists of (a) a five-year $500.0 million senior secured revolving credit facility (the “Revolving Credit Facility”), which includes sublimits for (1) the issuance of standby letters of credit and (2) swingline loans, (b) a five-year $279.0 million senior secured term loan facility (the "Initial Term Loan") and (c) a five-year $500.0 million Delayed Draw Term Loan (together with the Initial Term Loan, the "Term Loans", and together with the Initial Term Loan and the Revolving Credit Facility, the “Credit Facility”). The Credit Agreement also allows the Company to request optional incremental term loans and increases in the revolving commitment. The Credit Facility will mature on April 5, 2024.

At the Company’s option, borrowings under the Credit Facility bear interest at an annual rate equal to, either (a) a base rate determined by reference to the highest of (1) the annual interest rate publicly announced by the administrative agent as its Prime Rate, (2) the federal funds effective rate plus 1/2 of 1%, or (3) a London Interbank Offered Rate (“LIBOR”) rate determined by reference to the costs of funds for U.S. dollar deposits for a one-month interest period, adjusted for certain additional costs, plus 1% or (b) a LIBOR rate determined by reference to the costs of funds for U.S. dollar deposits for the interest period relevant to such borrowings, adjusted for certain additional costs, plus an applicable margin. Based on the calculation of the applicable consolidated total leverage ratio, the applicable margin for borrowings under the Credit Facility is between 0.25% to 1.25% with respect to base rate borrowings and between 1.25% and 2.25% with respect to LIBOR rate borrowings. Interest is due and payable monthly. The interest rate in effect for the Credit Facility as of March 31, 2021, was 2.11%.

The Company is also required to pay (a) a commitment fee related to the unutilized commitments under the Revolving Credit Facility, payable quarterly in arrears, (b) letter of credit fees on the maximum amount available to be drawn under all outstanding letters of credit in an amount equal to the applicable margin on LIBOR rate borrowings under the Revolving Credit Facility on an annual basis, payable quarterly in arrears, and (c) customary fronting fees for the issuance of letters of credit fees and agency fees.

Expected Discontinuation of LIBOR

In July 2017, the United Kingdom’s Financial Conduct Authority, which regulates LIBOR, announced it will no longer compel banks to submit rates for the calculation of LIBOR after 2021. The Alternative Reference Rates Committee has proposed the Secured Overnight Financing Rate ("SOFR") as its recommended alternative to LIBOR, and the first publication of SOFR rates was released in April 2018.

The Company is evaluating the potential impact of the transition from LIBOR as an interest rate benchmark to other potential alternative reference rates, including SOFR. The Company's Credit Agreement is currently indexed to LIBOR and the maturity date of the Credit Agreement extends beyond 2021. The Credit Agreement contemplates the discontinuation of LIBOR and provides options for the Company in such an event. The Company will continue to actively assess the related opportunities and risks involved in this transition.

Senior Notes

On August 21, 2018, the Company completed a $400.0 million offering of the 2026 Notes at an issue price of 100% of the principal amount in a private placement for resale to qualified institutional buyers. The 2026 Notes bear interest at an annual rate of 5.750%, payable semi-annually in arrears on February 15 and August 15 of each year. The 2026 Notes will mature on August 15, 2026.

Maturities on debt outstanding as of March 31, 2021, are as follows (in thousands):


Fiscal Year Ending December 31,
Remainder of 2021	$	29,213
2022	50,431
2023	69,906
2024	597,823
2025	—
Thereafter	400,000
Total	$	1,147,373

As of March 31, 2021, and at all times during the period, the Company was in compliance with its financial debt covenants.

Total debt is comprised of the following (in thousands):


	March 31, 2021		December 31, 2020
Term loans	$	707,373	$	717,110
Revolving credit facility	40,000		55,000
5.750% Senior notes, due August 2026	400,000		400,000
Debt issuance costs	(15,921)		(17,103)
Total debt	1,131,452		1,155,007
Less: current portion of term loans	38,950		38,950
Less: current portion of debt issuance costs	(4,656)		(4,685)
Total long-term debt	$	1,097,158	$	1,120,742

Overdraft Facility

In 2019, the Company and ACI Payments, Inc. entered in to an uncommitted overdraft facility with Bank of America, N.A. The overdraft facility bears interest at the federal funds effective rate plus 2.250% based on the Company’s average outstanding balance and the frequency in which overdrafts occur. The overdraft facility acts as a secured loan under the terms of the Credit Agreement to provide an additional funding mechanism for timing differences that can occur in the bill payment settlement process. Amounts outstanding on the overdraft facility are included in other current liabilities in the condensed consolidated balance sheet. As of March 31, 2021, there was $75.0 million available and no amount outstanding on the overdraft facility. As of December 31, 2020, there was no amount outstanding on the overdraft facility.

Other

The Company finances certain multi-year license agreements for internal-use software. Upon execution, these arrangements have been treated as a non-cash investing and financing activity for purposes of the condensed consolidated statements of cash flows. As of March 31, 2021, and December 31, 2020, $7.8 million was outstanding on these agreements, of which $5.6 million and $2.2 million is included in other current liabilities and other noncurrent liabilities, respectively, in the condensed consolidated balance sheet.

Software and Other Intangible Assets

3 Months Ended

Mar. 31, 2021

Software and Other Intangible Assets

The carrying amount and accumulated amortization of the Company's software assets subject to amortization at each balance sheet date are as follows (in thousands):


	March 31, 2021						December 31, 2020
	Gross Carrying Amount		Accumulated Amortization		Net Balance		Gross Carrying Amount		Accumulated Amortization		Net Balance
Software for resale	$	130,560	$	(125,683)	$	4,877	$	130,261	$	(123,418)	$	6,843
Software for internal use	437,776		(251,713)		186,063		430,330		(240,717)		189,613
Total software	$	568,336	$	(377,396)	$	190,940	$	560,591	$	(364,135)	$	196,456

Amortization of software for resale is computed using the greater of (a) the ratio of current gross revenues to the total of current and future gross revenues expected to be derived from the software or (b) the straight-line method over the remaining estimated useful life of generally five to ten years. Software for resale amortization expense recorded during the three months ended March 31, 2021 and 2020, totaled $2.0 million and $1.9 million, respectively. These software amortization expense amounts are reflected in cost of revenue in the condensed consolidated statements of operations.

Amortization of software for internal use is computed using the straight-line method over an estimated useful life of generally three to eight years. Software for internal use amortization expense recorded during the three months ended March 31, 2021 and 2020, totaled $16.9 million and $16.7 million, respectively. These software amortization expense amounts are reflected in depreciation and amortization in the condensed consolidated statements of operations.

The carrying amount and accumulated amortization of the Company’s other intangible assets subject to amortization at each balance sheet date are as follows (in thousands):


	March 31, 2021						December 31, 2020
	Gross Carrying Amount		Accumulated Amortization		Net Balance		Gross Carrying Amount		Accumulated Amortization		Net Balance
Customer relationships	$	510,927	$	(205,786)	$	305,141	$	512,389	$	(197,787)	$	314,602
Trademarks and trade names	23,994		(17,160)		6,834		24,115		(16,734)		7,381
Total other intangible assets	$	534,921	$	(222,946)	$	311,975	$	536,504	$	(214,521)	$	321,983

Other intangible assets amortization expense recorded during both the three months ended March 31, 2021 and 2020, totaled $9.3 million.

Based on capitalized intangible assets as of March 31, 2021, estimated amortization expense amounts in future fiscal years are as follows (in thousands):


Fiscal Year Ending December 31,	Software Amortization		Other Intangible Assets Amortization
Remainder of 2021	$	52,704	$	27,741
2022	53,368		36,831
2023	35,986		36,497
2024	21,982		31,968
2025	19,167		23,359
Thereafter	7,733		155,579
Total	$	190,940	$	311,975

Stock-Based Compensation Plans

3 Months Ended

Mar. 31, 2021

Share-based Payment Arrangement [Abstract]

Stock-Based Compensation Plans

Employee Stock Purchase Plan

Shares issued under the 2017 Employee Stock Purchase Plan during the three months ended March 31, 2021 and 2020, totaled 27,117 and 31,794, respectively.

Stock Options

A summary of stock option activity is as follows:


	Number of Shares	Weighted Average Exercise Price ($)		Weighted Average Remaining Contractual Term (Years)	Aggregate Intrinsic Value of In-the-Money Options ($)
Outstanding as of December 31, 2020	2,186,511	$	17.87
Exercised	(144,285)	19.40


Outstanding as of March 31, 2021	2,042,226	$	17.77	3.93	$	41,422,807
Exercisable as of March 31, 2021	2,042,226	$	17.77	3.93	$	41,422,807

The total intrinsic value of stock options exercised during the three months ended March 31, 2021 and 2020, was $3.1 million and $0.3 million, respectively. There were no stock options granted during the three months ended March 31, 2021 or 2020.

Long-term Incentive Program Performance Share Awards

During the three months ended March 31, 2021, the Company modified the performance target for the remaining outstanding long-term incentive program performance shares ("LTIP performance shares") in consideration of the impact of the COVID-19 pandemic, resulting in additional stock-based compensation expense of approximately $0.4 million. During the three months ended March 31, 2021, a total of 10,457 LTIP performance shares vested. The Company withheld 4,527 of those shares to pay the employees’ portion of the minimum payroll withholding taxes.

Total Shareholder Return Awards

A summary of nonvested total shareholder return awards ("TSRs") is as follows:


	Number of Shares	Weighted Average Grant Date Fair Value
Nonvested as of December 31, 2020	1,367,728	$	34.59
Granted	367,317	50.60
Vested	(782,588)	31.31
Forfeited	(29,405)	33.25
Change in payout rate	391,294	31.31
Nonvested as of March 31, 2021	1,314,346	$	40.07

During the three months ended March 31, 2021, a total of 782,588 TSRs awards granted in fiscal 2018 vested and achieved a payout rate of 200% based on the Company's total shareholder return as compared to a group of peer companies over a three-year performance period. The Company withheld 205,373 of those shares to pay the employees’ portion of the minimum payroll withholding taxes.

The fair value of TSRs granted during the three months ended March 31, 2021 and 2020, were estimated on the date of grant using the Monte Carlo simulation model, acceptable under ASC 718, using the following weighted average assumptions:


	Three Months Ended March 31,
	2021		2020
Expected life (years)	2.8		2.8
Risk-free interest rate	0.3	%	0.5	%
Expected volatility	41.2	%	31.4	%
Expected dividend yield	—		—

Restricted Share Units

A summary of nonvested restricted share unit awards ("RSUs") is as follows:


	Number of Shares	Weighted Average Grant Date Fair Value
Nonvested as of December 31, 2020	1,118,182	$	27.34
Granted	480,049	39.36
Vested	(406,542)	26.73
Forfeited	(88,114)	26.84
Nonvested as of March 31, 2021	1,103,575	$	32.84

During the three months ended March 31, 2021, a total of 406,542 RSUs vested. The Company withheld 138,700 of those shares to pay the employees’ portion of the minimum payroll withholding taxes.

As of March 31, 2021, there were unrecognized compensation costs of $32.4 million and $32.3 million related to nonvested RSUs and TSRs, respectively, which the Company expects to recognize over weighted average periods of 2.4 years.

The Company recorded stock-based compensation expense recognized under ASC 718 for the three months ended March 31, 2021 and 2020, of $6.7 million and $7.0 million, respectively, with corresponding tax benefits of $1.0 million and $1.4 million, respectively.

Common Stock and Treasury Stock	3 Months Ended
Common Stock and Treasury Stock	Mar. 31, 2021
Equity [Abstract]
Common Stock and Treasury Stock	Common Stock and Treasury Stock In 2005, the board approved a stock repurchase program authorizing the Company, as market and business conditions warrant, to acquire its common stock and periodically authorize additional funds for the program. In February 2018, the board approved the repurchase of the Company's common stock of up to $200.0 million, in place of the remaining purchase amounts previously authorized. There were no shares repurchased during the three months ended March 31, 2021. Under the program to date, the Company has repurchased 46,357,495 shares for approximately $612.3 million. As of March 31, 2021, the maximum remaining amount authorized for purchase under the stock repurchase program was $112.1 million.

Loss Per Share

3 Months Ended

Mar. 31, 2021

Earnings Per Share [Abstract]

Loss Per Share

Loss Per Share Basic loss per share is computed in accordance with ASC 260, Earnings Per Share, based on weighted average outstanding common shares. Diluted loss per share is computed based on basic weighted average outstanding common shares adjusted for the dilutive effect of stock options, RSUs, and certain contingently issuable shares for which performance targets have been achieved.

The following table reconciles the weighted average share amounts used to compute both basic and diluted loss per share (in thousands):


	Three Months Ended March 31,
		2021	2020
Weighted average shares outstanding:
Basic weighted average shares outstanding		117,491	116,006
Add: Dilutive effect of stock options and RSUs		—	—
Diluted weighted average shares outstanding		117,491	116,006

The diluted loss per share computation excludes 4.5 million and 6.7 million options to purchase shares, RSUs, and contingently issuable shares during the three months ended March 31, 2021 and 2020, respectively, as their effect would be anti-dilutive.

Common stock outstanding as of March 31, 2021, and December 31, 2020, was 118,134,574 and 117,112,185, respectively.

Other, Net	3 Months Ended
Other, Net	Mar. 31, 2021
Other Income and Expenses [Abstract]
Other, Net	Other, NetOther, net is primarily comprised of foreign currency transaction gains and losses. Other, net was $1.4 million and $9.8 million of expense for the three months ended March 31, 2021 and 2020, respectively.

Segment Information

3 Months Ended

Mar. 31, 2021

Segment Reporting [Abstract]

Segment Information

In January 2021, the Company made a change in organizational structure to align with its strategic direction. As a result of this change, the Company reassessed its segment reporting structure due to changes in how the Company's chief operating decision maker ("CODM") assesses the Company's performance and allocates resources. Beginning in the first quarter of 2021, the Company reports financial performance based on its new operating segments, Banks, Merchants, and Billers, and analyzes Segment Adjusted EBITDA as a measure of segment profitability.

The Company’s Chief Executive Officer is also the CODM. The CODM, together with other senior management personnel, focus their review on consolidated financial information and the allocation of resources based on operating results, including revenues and Segment Adjusted EBITDA, for each segment, separate from Corporate operations. No operating segments have been aggregated to form the reportable segments.

Banks. ACI provides payment solutions to large and mid-size banks globally for retail banking, real time, digital, and other payment services. These solutions transform banks’ complex payment environments to speed time to market, reduce costs, and deliver a consistent experience to customers across channels while enabling them to prevent and rapidly react to fraudulent activity. In addition, they enable banks to meet the requirements of different real-time payments schemes and to quickly create differentiated products to meet consumer, business, and merchant demands.

Merchants. ACI’s support of merchants globally includes Tier 1 and Tier 2 merchants, online-only merchants and the payment service providers, independent selling organizations, value-added resellers, and acquirers who service them. These customers operate in a variety of verticals, including general merchandise, grocery, hospitality, dining, transportation, and others. The Company's solutions provide merchants with a secure, omni-channel payments platform that gives them independence from third-party payment providers. They also offer secure solutions to online-only merchants that provide consumers with a convenient and seamless way to shop.

Billers. Within the billers segment, ACI provides electronic bill presentment and payment (“EBPP”) services to companies operating in the consumer finance, insurance, healthcare, higher education, utility, government, and mortgage categories. The solutions enable these customers to support a wide range of payment options and provide a convenient consumer payments experience that drives consumer loyalty and increases revenue.

Revenue is attributed to the reportable segments based upon the customer. Expenses are attributed to the reportable segments in one of three methods: (1) direct costs of the segment, (2) labor costs that can be attributed based upon time tracking for individual projects, or (3) costs that are allocated. Allocated costs are generally marketing and sales related activities.

Segment Adjusted EBITDA is the measure reported to the CODM for purposes of making decisions on allocating resources and assessing the performance of the Company’s segments, and, therefore, Segment Adjusted EBITDA is presented in conformity with ASC 280, Segment Reporting. Segment Adjusted EBITDA is defined as earnings (loss) from operations before interest, income tax expense (benefit), depreciation and amortization (“EBITDA”) adjusted to exclude net other income (expense).

Corporate and unallocated expenses includes global facilities and information technology costs and long-term product roadmap expenses in addition to corporate overhead costs that are not allocated to reportable segments. The overhead costs relate to human resources, finance, legal, accounting, and merger and acquisition activity. These costs along with depreciation and amortization and stock-based compensation are not considered when management evaluates segment performance.

The following is selected financial data for the Company’s reportable segments for the periods indicated (in thousands):


	Three Months Ended March 31,
		2021		2020
Revenue
Banks		$	95,917	$	105,821
Merchants		38,670		31,795
Billers		150,599		153,869
Total revenue		$	285,186	$	291,485
Segment Adjusted EBITDA
Banks		$	37,195	$	42,436
Merchants		14,725		6,418
Billers		34,021		30,234
Depreciation and amortization		(33,583)		(33,822)
Stock-based compensation expense		(6,703)		(6,950)
Corporate and unallocated expenses		(41,965)		(49,599)
Interest, net		(8,621)		(14,271)
Other, net		(1,382)		(9,758)
Loss before income taxes		$	(6,313)	$	(35,312)

Assets are not allocated to segments, and the Company’s CODM does not evaluate operating segments using discrete asset information.

The following is revenue by primary solution category for the Company’s reportable segments for the periods indicated (in thousands):


	Three Months Ended March 31, 2021
	Banks		Merchants		Billers		Total
Primary Solution Categories
Bill Payments	$	—	$	—	$	150,599	$	150,599
Digital Business Banking	15,092		—		—		15,092
Merchant Payments	—		38,670		—		38,670
Fraud Management	6,224		—		—		6,224
Real-Time Payments	13,185		—		—		13,185
Issuing and Acquiring	61,416		—		—		61,416
Total	$	95,917	$	38,670	$	150,599	$	285,186

	Three Months Ended March 31, 2020
	Banks		Merchants		Billers		Total
Primary Solution Categories
Bill Payments	$	—	$	—	$	153,869	$	153,869
Digital Business Banking	15,828		—		—		15,828
Merchant Payments	—		31,795		—		31,795
Fraud Management	6,270		—		—		6,270
Real-Time Payments	18,236		—		—		18,236
Issuing and Acquiring	65,487		—		—		65,487
Total	$	105,821	$	31,795	$	153,869	$	291,485

The following is the Company's revenue by geographic location for the periods indicated (in thousands):


	Three Months Ended March 31,
	2021		2020
Revenue
United States	$	191,977	$	204,793
Other	93,209		86,692
Total	$	285,186	$	291,485

The following is the Company’s long-lived assets by geographic location for the periods indicated (in thousands):


	March 31, 2021		December 31, 2020
Long-lived Assets
United States	$	1,407,528	$	1,423,862
Other	732,651		750,651
Total	$	2,140,179	$	2,174,513

No single customer accounted for more than 10% of the Company’s consolidated revenues during the three months ended March 31, 2021 and 2020. No other country outside the United States accounted for more than 10% of the Company's consolidated revenues during the three months ended March 31, 2021 and 2020.

The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 31
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e8924-108599

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Income Taxes	3 Months Ended
Income Taxes	Mar. 31, 2021
Income Tax Disclosure [Abstract]
Income Taxes	Income Taxes For the three months ended March 31, 2021, the Company's effective tax rate was 69%. The Company reported a tax benefit on an overall pretax loss, with foreign entities reporting losses of $0.6 million. The effective tax rate for the three months ended March 31, 2021, was positively impacted by excess tax benefits on stock-based compensation. For the three months ended March 31, 2020, the Company's effective tax rate was 31%. The Company reported a tax benefit on overall pretax loss, with foreign entities reporting losses of $14.4 million. The effective tax rate for the three months ended March 31, 2020, was positively impacted by excess tax benefits on stock-based compensation and state income tax benefits on a domestic loss. The Company’s effective tax rate could fluctuate on a quarterly basis due to the occurrence of significant and unusual or infrequent items, such as vesting of stock-based compensation or foreign currency gains and losses. The Company’s effective tax rate could also fluctuate due to changes in the valuation of its deferred tax assets or liabilities, or by changes in tax laws, regulations, accounting principles, or interpretations thereof. In addition, the Company is occasionally subject to examination of its income tax returns by tax authorities in the jurisdictions it operates. The Company regularly assesses the likelihood of adverse outcomes resulting from these examinations to determine the adequacy of its provision for income taxes. As of March 31, 2021, and December 31, 2020, the amount of unrecognized tax benefits for uncertain tax positions was $24.7 million and $24.3 million, respectively, excluding related liabilities for interest and penalties of $1.2 million as of March 31, 2021, and December 31, 2020. The Company believes it is reasonably possible that the total amount of unrecognized tax benefits will decrease within the next 12 months by approximately $3.6 million, due to the settlement of various audits and the expiration of statutes of limitation.

Organization, Consolidation and Presentation of Financial Statements [Abstract]

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

+ References + Details

Condensed Consolidated Financial Statements (Policies)	3 Months Ended
Condensed Consolidated Financial Statements (Policies)	Mar. 31, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Consolidation	The unaudited condensed consolidated financial statements include the accounts of ACI Worldwide, Inc. and its wholly-owned subsidiaries (collectively, the “Company”). All intercompany balances and transactions have been eliminated. The condensed consolidated financial statements as of March 31, 2021, and for the three months ended March 31, 2021 and 2020, are unaudited and reflect all adjustments of a normal recurring nature, which are, in the opinion of management, necessary for a fair presentation, in all material respects, of the financial position and operating results for the interim periods. The condensed consolidated balance sheet as of December 31, 2020, is derived from the audited financial statements. The condensed consolidated financial statements contained herein should be read in conjunction with the consolidated financial statements and notes thereto contained in the Company’s annual report on Form 10-K for the fiscal year ended December 31, 2020, filed on February 25, 2021. Results for the three months ended March 31, 2021, are not necessarily indicative of results that may be attained in the future.
Use of Estimates	The preparation of condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States (“U.S. GAAP”) requires management to make judgments, estimates, and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Settlement Assets and Liabilities	Settlement Assets and Liabilities Individuals and businesses settle their obligations to the Company’s various Biller clients using credit or debit cards or via automated clearing house (“ACH”) payments. The Company creates a receivable for the amount due from the credit or debit card processor and an offsetting payable to the client. Upon confirmation that the funds have been received, the Company settles the obligation to the client. Due to timing, in some instances, the Company may (1) receive the funds into bank accounts controlled by and in the Company’s name that are not disbursed to its clients by the end of the day, resulting in a settlement deposit on the Company’s books and (2) disburse funds to its clients in advance of receiving funds from the credit or debit card processor, resulting in a net settlement receivable position.
Off Balance Sheet Settlement Accounts	Off Balance Sheet Settlement AccountsThe Company also enters into agreements with certain Biller clients to process payment funds on their behalf. When an ACH or automated teller machine network payment transaction is processed, a transaction is initiated to withdraw funds from the designated source account and deposit them into a settlement account, which is a trust account maintained for the benefit of the Company’s clients. A simultaneous transaction is initiated to transfer funds from the settlement account to the intended destination account. These “back to back” transactions are designed to settle at the same time, usually overnight, such that the Company receives the funds from the source at the same time as it sends the funds to their destination. However, due to the transactions being with various financial institutions there may be timing differences that result in float balances. These funds are maintained in accounts for the benefit of the client, which is separate from the Company’s corporate assets. As the Company does not take ownership of the funds, these settlement accounts are not included in the Company’s balance sheet. The Company is entitled to interest earned on the fund balances. The collection of interest on these settlement accounts is considered in the Company’s determination of its fee structure for clients and represents a portion of the payment for services performed by the Company.
Fair Value	Fair ValueThe fair value of the Company’s Credit Agreement approximates the carrying value due to the floating interest rate (Level 2 of the fair value hierarchy). The Company measures the fair value of its Senior Notes based on Level 2 inputs, which include quoted market prices and interest rate spreads of similar securities.
Goodwill	Goodwill In accordance with the Accounting Standards Codification (“ASC”) 350, Intangibles – Goodwill and Other, the Company assesses goodwill for impairment annually during the fourth quarter of its fiscal year using October 1 balances or when there is evidence that events or changes in circumstances indicate that the carrying amount of the asset may not be recovered. The Company evaluates goodwill at the reporting unit level and had previously identified ACI On Demand and ACI On Premise, the operating segments at the time, as the reporting units. As of March 31, 2021, the Company's goodwill balance of $1.3 billion was allocated to these two reporting units, with $554.3 million allocated to ACI On Demand and $725.9 million allocated to ACI On Premise. Recoverability of goodwill is measured using a discounted cash flow valuation model incorporating discount rates commensurate with the risks involved. Use of a discounted cash flow model is common practice in impairment testing in the absence of available transactional market evidence to determine the fair value. The calculated fair value was substantially in excess of the current carrying value for all reporting units based upon the October 1, 2020, annual impairment test. Given the adverse economic and market conditions caused by the COVID-19 pandemic, the Company considered a variety of qualitative factors to determine if an additional quantitative impairment test was required subsequent to our annual impairment test. Based on a variety of factors, including the excess of the fair value over the carrying amount in the most recent impairment test, we determined that an additional quantitative impairment test was not required. As discussed in Note 9, Segment Information, during the first quarter of 2021, the Company made a change in organizational structure to better align with its strategic direction. This change in the Company’s operating segments will also result in a change in reporting units. The Company is currently in the process of calculating the allocation of goodwill for the new reporting units, which are expected to coincide with the new operating segments - Banks, Merchants, and Billers.
Equity Method Investment	Equity Method Investment In July 2019, the Company invested $18.3 million for a 30% non-controlling financial interest in a payment technology and services company in India. The Company accounted for this investment using the equity method in accordance with ASC 323, Investments - Equity Method and Joint Ventures. The Company records its share of earnings and losses in the investment on a one-quarter lag basis. Accordingly, the Company recorded an investment of $18.8 million and $19.3 million, which is included in other noncurrent assets in the condensed consolidated balance sheet as of March 31, 2021, and December 31, 2020, respectively.
New Accounting Standards Recently Adopted	New Accounting Standards Recently Adopted In December 2019, the Financial Accounting Standards Board ("FASB") issued Accounting Standards update ("ASU") 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, as part of its initiative to reduce complexity in accounting standards. The amendments in this update simplify the accounting for income taxes by removing certain exceptions within ASC 740, as well as clarify and simplify other aspects of the accounting for income taxes to promote consistency among reporting entities. ASU 2019-12 was effective for annual and interim periods beginning after December 15, 2020. The adoption of ASU 2019-12 did not have a material impact on the Company's condensed consolidated financial statements.

Condensed Consolidated Financial Statements (Tables)

3 Months Ended

Mar. 31, 2021

Summary of Other Current Liabilities

The components of other current liabilities are included in the following table (in thousands):


	March 31, 2021		December 31, 2020
Vendor financed licenses	$	13,772	$	12,901
Operating lease liabilities	12,907		13,438
Royalties payable	3,387		3,959
Accrued interest	2,987		8,745
Other	35,668		42,569
Total other current liabilities	$	68,721	$	81,612

Revenue (Tables)

3 Months Ended

Mar. 31, 2021

Revenue from Contract with Customer [Abstract]

Summary of Total Receivables, Net

Total receivables, net is comprised of the following (in thousands):


	March 31, 2021		December 31, 2020
Billed receivables	$	132,644	$	179,177
Allowance for doubtful accounts	(3,338)		(3,912)
Billed receivables, net	129,306		175,265
Current accrued receivables, net	151,080		167,614
Long-term accrued receivables, net	199,590		215,772
Total accrued receivables, net	350,670		383,386
Total receivables, net	$	479,976	$	558,651

Summary of Changes in Deferred Revenue

Changes in deferred revenue were as follows (in thousands):


Balance, December 31, 2020	$	129,413
Deferral of revenue	38,383
Recognition of deferred revenue	(30,099)
Foreign currency translation	(497)
Balance, March 31, 2021	$	137,200

Debt (Tables)

3 Months Ended

Mar. 31, 2021

Debt Disclosure [Abstract]

Summary of Maturities on Debt Outstanding

Maturities on debt outstanding as of March 31, 2021, are as follows (in thousands):


Fiscal Year Ending December 31,
Remainder of 2021	$	29,213
2022	50,431
2023	69,906
2024	597,823
2025	—
Thereafter	400,000
Total	$	1,147,373

Summary of Total Debt

Total debt is comprised of the following (in thousands):


	March 31, 2021		December 31, 2020
Term loans	$	707,373	$	717,110
Revolving credit facility	40,000		55,000
5.750% Senior notes, due August 2026	400,000		400,000
Debt issuance costs	(15,921)		(17,103)
Total debt	1,131,452		1,155,007
Less: current portion of term loans	38,950		38,950
Less: current portion of debt issuance costs	(4,656)		(4,685)
Total long-term debt	$	1,097,158	$	1,120,742

Tabular disclosure of long-debt instruments or arrangements, including identification, terms, features, collateral requirements and other information necessary to a fair presentation. These are debt arrangements that originally required repayment more than twelve months after issuance or greater than the normal operating cycle of the entity, if longer.

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