aciw-20240430
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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): April 30, 2024

Commission File Number 0-25346

ACI WORLDWIDE, INC.
(Exact name of registrant as specified in its charter)
Delaware47-0772104
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)
6060 Coventry DriveElkhorn,Nebraska

68022
(Address of Principal Executive Offices)(Zip Code)
(402) 390-7600
(Registrant's telephone number, including area code)

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))

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $0.005 par valueACIWNasdaq Global Select Market

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

Emerging growth company

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



Item 2.02. Results of Operation and Financial Condition.
On April 30, 2024, the Company issued a press release announcing its financial results for the three months ended March 31, 2024. A copy of this press release is attached hereto as Exhibit 99.1.

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

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

Item 7.01. Regulation FD Disclosure.
See “Item 2.02 – Results of Operation and Financial Condition” above.

Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Press Release dated April 30, 2024
Investor presentation materials dated April 30, 2024
104Cover Page Interactive Data File (embedded within the Inline XBRL document)




SIGNATURE

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 thereunto duly authorized. 
ACI WORLDWIDE, INC.
(Registrant)
Date: April 30, 2024
By:
/s/ SCOTT W. BEHRENS
Scott W. Behrens
Executive Vice President, Chief Financial Officer and Chief Accounting Officer
(Principal Financial Officer)


Document
Exhibit 99.1
https://cdn.kscope.io/a787629c32d4e2a8ca35037e5a431cd9-aciw-logo.jpg



ACI Worldwide, Inc. Reports Financial Results for the
Quarter Ended March 31, 2024


Q1 2024 HIGHLIGHTS
Revenue up 9% versus Q1 2023
Net income (loss) improved $24 million over Q1 2023 to a loss of $8 million
Adjusted EBITDA up 93% versus Q1 2023
Cash flow from operating activities up 208% versus Q1 2023
Repurchased 2 million shares for $63 million
Raising guidance range for full-year 2024

Omaha, NE — April 30, 2024 — ACI Worldwide (NASDAQ: ACIW), a global leader in mission-critical, real-time payments software, announced financial results today for the quarter ended March 31, 2024.
"Q1 results exceeded our expectations, and we are increasing the high end of our full year targets," said Thomas Warsop, president and CEO of ACI Worldwide. "We continue to see strength in the Bank segment, particularly in our Real-Time Payments and Fraud Management solutions, which both grew more than 20% in the quarter. Overall, we are pleased to have delivered on our commitments in the quarter, with strong results across key financial metrics, including revenue and adjusted EBITDA growth and operating cash flow generation. Looking forward, our pipeline continues to strengthen, we are focused on the execution of our strategy, and we are confident in our ability to capitalize on the significant opportunities in front of us."
FINANCIAL SUMMARY
In Q1 2024, revenue was $316 million, up 9% from Q1 2023. Recurring revenue of $264 million represented 83% of total revenue in the quarter. Net loss was $8 million versus $32 million in Q1 2023. Adjusted EBITDA in Q1 2024 was $48 million, up 93% from Q1 2023. Cash flow from operating activities in Q1 2024 was $123 million, up 208% from Q1 2023.
Bank segment revenue increased 20% in Q1 2024, with Fraud Management and Real Time Payment products growing 23% and 28%, respectively. Bank segment adjusted EBITDA grew 69% versus Q1 2023.
Merchant segment revenue grew 3% in Q1 2024 and Merchant segment adjusted EBITDA increased 63%, versus Q1 2023.
Biller segment revenue increased 5% in Q1 2024 and Biller segment adjusted EBITDA increased 4% versus Q1 2023.



ACI ended Q1 2024 with $183 million in cash on hand and a debt balance of $1 billion, which represents a net debt leverage ratio of 2.0x. The company repurchased 2 million shares for approximately $63 million in capital in Q1 2024 and to date in Q2 2024 has repurchased an additional 1 million shares. At the end of the quarter, the company had approximately $109 million remaining available on the share repurchase authorization.
RAISING 2024 GUIDANCE RANGE
For the full year of 2024, we are raising the top end of our guidance for both revenue and adjusted EBITDA. We now expect revenue to be in the range of $1.547 billion to $1.581 billion, up from the range of $1.547 billion to $1.576 billion. We now expect adjusted EBITDA to be in the range of $418 million to $433 million, up from the range of $418 million to $428 million. For Q2 2024, we expect revenue to be between $345 million and $355 million and adjusted EBITDA of $60 million to $70 million.









CONFERENCE CALL TO DISCUSS FINANCIAL RESULTS
Today, management will host a conference call at 8:30 a.m. ET to discuss these results. Interested persons may access a real-time audio broadcast of the teleconference at http://investor.aciworldwide.com/ or use the following number for dial-in participation: toll-free 1 (888) 660-6377 and conference code 3153574.
About ACI Worldwide
ACI Worldwide is a global leader in mission-critical, real-time payments software. Our proven, secure and scalable software solutions enable leading corporations, fintechs, and financial disruptors to process and manage digital payments, power omni-commerce payments, present and process bill payments, and manage fraud and risk. We combine our global footprint with a local presence to drive the real-time digital transformation of payments and commerce.
© Copyright ACI Worldwide, Inc. 2024.
ACI, ACI Worldwide, ACI Payments, Inc., ACI Pay, Speedpay and all ACI product/solution names are trademarks or registered trademarks of ACI Worldwide, Inc., or one of its subsidiaries, in the United States, other countries or both. Other parties' trademarks referenced are the property of their respective owners.
For more information contact:

Investor Relations
John Kraft
SVP, Head of Strategy and Finance
239-403-4627 / john.kraft@aciworldwide.com




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

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

Adjusted EBITDA: net income (loss) plus income tax expense (benefit), net interest income (expense), net other income (expense), depreciation, amortization and stock-based 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).

Net Adjusted EBITDA Margin: Adjusted EBITDA divided by revenue net of pass-through interchange revenue. Net Adjusted EBITDA Margin should be considered in addition to, rather than as a substitute for, net income (loss).

Diluted EPS adjusted for non-cash and significant transaction related items: diluted EPS plus tax effected significant transaction related items, amortization of acquired intangibles and software, and non-cash stock-based compensation. Diluted EPS adjusted for non-cash and significant transaction related items should be considered in addition to, rather than as a substitute for, diluted EPS.

Recurring Revenue: revenue from software as a service and platform as a service fees and maintenance fees. Recurring revenue should be considered in addition to, rather than as a substitute for, total revenue.

ARR: New annual recurring revenue expected to be generated from new accounts, new applications, and add-on sales bookings contracts signed in the period.




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: (i) our pipeline continues to strengthen, we are focused on continued execution of our strategy, and confident in our ability to capitalize on the significant opportunities in front of us and (ii) statements regarding Q2 2024 and full year 2024 revenue and adjusted EBITDA financial guidance.
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, business interruptions or failure of our information technology and communication systems, security breaches or viruses, our ability to attract and retain senior management personnel and skilled technical employees, future acquisitions, strategic partnerships and investments, divestitures and other restructuring activities, implementation and success of our strategy, impact if we convert some or all on-premise licenses from fixed-term to subscription model, anti-takeover provisions, exposure to credit or operating risks arising from certain payment funding methods, customer reluctance to switch to a new vendor, our ability to adequately defend our intellectual property, litigation, consent orders and other compliance agreements, our offshore software development activities, risks from operating internationally, including fluctuations in currency exchange rates, events in eastern Europe and the Middle East, adverse changes in the global economy, compliance of our products with applicable legislation, governmental regulations and industry standards, the complexity of our products and services and the risk that they may contain hidden defects, complex regulations applicable to our payments business, our compliance with privacy and cybersecurity regulations, exposure to unknown tax liabilities, changes in tax laws and regulations, consolidations and failures in the financial services industry, volatility in our stock price, demand for 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, impairment of our goodwill or intangible assets, the accuracy of management’s backlog estimates, 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, restrictions and other financial covenants in our debt agreements, our existing levels of debt, events outside of our control including natural disasters, wars, and outbreaks of disease, and revenues or revenue mix. For a detailed discussion of these risk factors, parties that are relying on the forward-looking statements should review our filings with the Securities and Exchange Commission, including our most recently filed Annual Report on Form 10-K and our Quarterly Reports on Form 10-Q.




ACI WORLDWIDE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(unaudited and in thousands)
March 31, 2024December 31, 2023
ASSETS
Current assets
Cash and cash equivalents$183,393 $164,239 
Receivables, net of allowances345,125 452,337 
Settlement assets700,733 723,039 
Prepaid expenses34,416 31,479 
Other current assets34,935 35,551 
Total current assets1,298,602 1,406,645 
Noncurrent assets
Accrued receivables, net290,186 313,983 
Property and equipment, net36,924 37,856 
Operating lease right-of-use assets33,153 34,338 
Software, net112,368 108,418 
Goodwill1,226,026 1,226,026 
Intangible assets, net186,782 195,646 
Deferred income taxes, net56,017 58,499 
Other noncurrent assets60,143 63,328 
TOTAL ASSETS$3,300,201 $3,444,739 
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Accounts payable$44,292 $45,964 
Settlement liabilities699,804 721,164 
Employee compensation26,938 53,892 
Current portion of long-term debt34,875 74,405 
Deferred revenue77,147 59,580 
Other current liabilities65,764 82,244 
Total current liabilities948,820 1,037,249 
Noncurrent liabilities
Deferred revenue20,117 24,780 
Long-term debt981,851 963,599 
Deferred income taxes, net39,465 40,735 
Operating lease liabilities27,378 29,074 
Other noncurrent liabilities25,517 25,005 
Total liabilities2,043,148 2,120,442 
Commitments and contingencies
Stockholders’ equity
Preferred stock— — 
Common stock702 702 
Additional paid-in capital714,936 712,994 
Retained earnings1,387,216 1,394,967 
Treasury stock(733,927)(674,896)
Accumulated other comprehensive loss(111,874)(109,470)
Total stockholders’ equity1,257,053 1,324,297 
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY$3,300,201 $3,444,739 




ACI WORLDWIDE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited and in thousands, except per share amounts)
Three Months Ended March 31,
20242023
Revenues
Software as a service and platform as a service$215,732 $204,930 
License29,973 18,331 
Maintenance47,754 50,103 
Services22,560 16,312 
Total revenues316,019 289,676 
Operating expenses
Cost of revenue (1)191,107 178,554 
Research and development34,993 37,118 
Selling and marketing26,750 35,435 
General and administrative26,000 31,382 
Depreciation and amortization27,609 31,539 
Total operating expenses306,459 314,028 
Operating income (loss)9,560 (24,352)
Other income (expense)
Interest expense(19,010)(18,892)
Interest income4,009 3,505 
Other, net(2,025)(3,395)
Total other income (expense)(17,026)(18,782)
Loss before income taxes(7,466)(43,134)
Income tax expense (benefit)285 (10,826)
Net loss$(7,751)$(32,308)
Loss per common share
Basic$(0.07)$(0.30)
Diluted$(0.07)$(0.30)
Weighted average common shares outstanding
Basic106,799 108,156 
Diluted106,799 108,156 
(1) The cost of revenue excludes charges for depreciation and amortization.



ACI WORLDWIDE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited and in thousands)
Three Months Ended March 31,
20242023
Cash flows from operating activities:
Net loss$(7,751)$(32,308)
Adjustments to reconcile net loss to net cash flows from operating activities:
Depreciation3,631 6,131 
Amortization23,978 25,408 
Amortization of operating lease right-of-use assets2,568 2,767 
Amortization of deferred debt issuance costs936 1,115 
Deferred income taxes1,006 (10,382)
Stock-based compensation expense8,099 5,301 
Other(1,311)(290)
Changes in operating assets and liabilities:
Receivables127,269 88,960 
Accounts payable(448)(1,308)
Accrued employee compensation(26,453)(15,593)
Deferred revenue13,907 10,202 
Other current and noncurrent assets and liabilities(22,190)(39,935)
Net cash flows from operating activities123,241 40,068 
Cash flows from investing activities:
Purchases of property and equipment(3,208)(2,258)
Purchases of software and distribution rights(14,582)(6,481)
Net cash flows from investing activities(17,790)(8,739)
Cash flows from financing activities:
Proceeds from issuance of common stock693 707 
Proceeds from exercises of stock options475 78 
Repurchase of stock-based compensation awards for tax withholdings(3,302)(3,001)
Repurchases of common stock(62,515)— 
Proceeds from revolving credit facility164,000 50,000 
Repayment of revolving credit facility(152,000)(45,000)
Proceeds from term portion of credit agreement500,000 — 
Repayment of term portion of credit agreement(529,073)(14,606)
Payments for debt issuance costs(5,141)— 
Payments on or proceeds from other debt, net(2,694)(5,670)
Net decrease in settlement assets and liabilities(18,933)(2,834)
Net cash flows from financing activities(108,490)(20,326)
Effect of exchange rate fluctuations on cash2,314 2,557 
Net increase (decrease) in cash and cash equivalents(725)13,560 
Cash and cash equivalents, including settlement deposits, beginning of period238,821 214,672 
Cash and cash equivalents, including settlement deposits, end of period$238,096 $228,232 
Reconciliation of cash and cash equivalents to the Consolidated Balance Sheets
Cash and cash equivalents$183,393 $142,412 
Settlement deposits54,703 85,820 
Total cash and cash equivalents$238,096 $228,232 









Three Months Ended March 31,
Adjusted EBITDA (millions)20242023
Net loss$(7.8)$(32.3)
Plus:
Income tax expense (benefit)0.3 (10.8)
Net interest expense15.0 15.4 
Net other (income) expense2.0 3.4 
Depreciation expense3.6 6.1 
Amortization expense24.0 25.4 
Non-cash stock-based compensation expense8.1 5.3 
Adjusted EBITDA before significant transaction-related expenses$45.2 $12.5 
Significant transaction-related expenses:
Cost reduction strategies$2.6 $8.3 
European datacenter migration— 1.0 
Other0.3 3.1 
Adjusted EBITDA$48.1 $24.9 
Revenue, net of interchange:
Revenue$316.0 $289.7 
Interchange112.4 106.2 
Revenue, net of interchange$203.6 $183.5 
Net Adjusted EBITDA Margin24 %14 %

Three Months Ended March 31,
Segment Information (millions)20242023
Revenue
Banks$105.4 $88.0 
Merchants35.7 34.8 
Billers174.9 166.9 
Total$316.0 $289.7 
Recurring Revenue
Banks$54.8 $55.6 
Merchants33.8 32.5 
Billers174.9 166.9 
Total$263.5 $255.0 
Segment Adjusted EBITDA
Banks$41.6 $24.7 
Merchants10.7 6.5 
Billers30.7 29.6 





Three Months Ended March 31,
20242023
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 loss$(0.07)$(7.8)$(0.30)$(32.3)
Adjusted for:
Significant transaction-related expenses0.02 2.2 0.09 9.5 
Amortization of acquisition-related intangibles0.06 6.4 0.06 6.4 
Amortization of acquisition-related software0.03 3.4 0.04 4.4 
Non-cash stock-based compensation0.06 6.2 0.04 4.0 
Total adjustments$0.17 $18.2 $0.23 $24.3 
Diluted EPS adjusted for non-cash and significant transaction-related items$0.10 $10.4 $(0.07)$(8.0)

Three Months Ended March 31,
Recurring Revenue (millions)20242023
SaaS and PaaS fees$215.7 $204.9 
Maintenance fees47.8 50.1 
Recurring Revenue$263.5 $255.0 

New Bookings (millions)1
Three Months Ended March 31,TTM Ended March 31,
2024202320242023
Annual recurring revenue (ARR) bookings$6.4 $11.4 $68.4 $94.9 
License and services bookings27.2 23.0 243.4 186.1 

1 Amounts for the TTM ended March 31, 2023 are adjusted for the divestiture of Corporate Online Banking in September 2022

aciw-20240430_ex992
Q1 2024 Earnings Presentation April 30, 2024 Exhibit 99.2


 
This presentation contains forward-looking statements based on current expectations that involve a number of risks and uncertainties. Private Securities Litigation Reform Act of 1995 Safe Harbor for Forward-Looking Statements 2


 
3 ACI Delivers Mission-Critical Payment Solutions ACI Worldwide is a global leader in mission-critical, real-time payments software.


 
Q1 2024 Highlights 4 Consolidated Results Segment Results Balance Sheet


 
Increasing Financial Guidance Range 5 • Q2 2024 revenue expected to be between $345 million and $355 million • Q2 2024 adjusted EBITDA to be between $60 million and $70 million 2024 Guidance Range 2023 Actual Low High Revenue 1,453 1,547 1,581 Adjusted EBITDA 395 418 433 $'s in millions


 
Supplemental Financial Data 6 Three Months Ended March 31, Recurring Revenue (millions) 2024 2023 SaaS and PaaS fees $ 215.7 $ 204.9 Maintenance fees 47.8 50.1 Recurring Revenue $ 263.5 $ 255.0 Three Months Ended March 31, TTM Ended March 31, New Bookings (millions)1 2024 2023 2024 2023 Annual recurring revenue (ARR) bookings $ 6.4 $ 11.4 $ 68.4 $ 94.9 License and services bookings 27.2 23.0 243.4 186.1 1 Amounts for the TTM ended March 31, 2023 are adjusted for the divestiture of Corporate Online Banking in September 2022


 
Supplemental Financial Data 7 Three Months Ended March 31, Adjusted EBITDA (millions) 2024 2023 Net loss $ (7.8) $ (32.3) Plus: Income tax expense (benefit) 0.3 (10.8) Net interest expense 15.0 15.4 Net other (income) expense 2.0 3.4 Depreciation expense 3.6 6.1 Amortization expense 24.0 25.4 Non-cash stock-based compensation expense 8.1 5.3 Adjusted EBITDA before significant transaction-related expenses $ 45.2 $ 12.5 Significant transaction-related expenses: Cost reduction strategies 2.6 8.3 European datacenter migration — 1.0 Other 0.3 3.1 Adjusted EBITDA $ 48.1 $ 24.9 Revenue, net of interchange Revenue $ 316.0 $ 289.7 Interchange 112.4 106.2 Revenue, net of interchange $ 203.6 $ 183.5 Net Adjusted EBITDA Margin 24 % 14 %


 
Supplemental Financial Data 8 Three Months Ended March 31, Segment Information (millions) 2024 2023 Revenue Banks $ 105.4 $ 88.0 Merchants 35.7 34.8 Billers 174.9 166.9 Total Revenue $ 316.0 $ 289.7 Recurring Revenue Banks $ 54.8 $ 55.6 Merchants 33.8 32.5 Billers 174.9 166.9 Total $ 263.5 $ 255.0 Segment Adjusted EBITDA Banks $ 41.6 $ 24.7 Merchants 10.7 6.5 Billers 30.7 29.6


 
Supplemental Financial Data 9 EPS Impact of Non-cash and Significant Transaction-related Items (millions) Three Months Ended March 31, 2024 2023 EPS Impact $ in Millions (Net of Tax) EPS Impact $ in Millions (Net of Tax) GAAP net loss $ (0.07) $ (7.8) $ (0.30) $ (32.3) Adjusted for: Significant transaction-related expenses 0.02 2.2 0.09 9.5 Amortization of acquisition-related intangibles 0.06 6.4 0.06 6.4 Amortization of acquisition-related software 0.03 3.4 0.04 4.4 Non-cash stock-based compensation 0.06 6.2 0.04 4.0 Total adjustments 0.17 18.2 0.23 24.3 Diluted EPS adjusted for non-cash and significant transaction- related items $ 0.10 $ 10.4 $ (0.07) $ (8.0)


 
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). • Net Adjusted EBITDA Margin: Adjusted EBITDA divided by revenue net of pass-through interchange revenue. Net Adjusted EBITDA Margin should be considered in addition to, rather than as a substitute for, net income (loss). • Diluted EPS adjusted for non-cash and significant transaction related items: diluted EPS plus tax effected significant transaction related items, amortization of acquired intangibles and software, and non-cash stock-based compensation. Diluted EPS adjusted for non-cash and significant transaction related items should be considered in addition to, rather than as a substitute for, diluted EPS. • Recurring Revenue: revenue from software as a service and platform service fees and maintenance fees. Recurring revenue should be considered in addition to, rather than as a substitute for, total revenue. • ARR: New annual recurring revenue expected to be generated from new accounts, new applications, and add-on sales bookings contracts signed in the period. Non-GAAP Financial Measures 10


 
Forward Looking Statements 11 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 press release include, but are not limited to, statements regarding Q2 2024 and full year 2024 revenue and adjusted EBITDA financial guidance. 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, business interruptions or failure of our information technology and communication systems, security breaches or viruses, our ability to attract and retain senior management personnel and skilled technical employees, future acquisitions, strategic partnerships and investments, divestitures and other restructuring activities, implementation and success of our strategy, impact if we convert some or all on- premise licenses from fixed-term to subscription model, anti-takeover provisions, exposure to credit or operating risks arising from certain payment funding methods, customer reluctance to switch to a new vendor, our ability to adequately defend our intellectual property, litigation, consent orders and other compliance agreements, our offshore software development activities, risks from operating internationally, including fluctuations in currency exchange rates, events in eastern Europe and the Middle East, adverse changes in the global economy, compliance of our products with applicable legislation, governmental regulations and industry standards, the complexity of our products and services and the risk that they may contain hidden defects, complex regulations applicable to our payments business, our compliance with privacy and cybersecurity regulations, exposure to unknown tax liabilities, changes in tax laws and regulations, consolidations and failures in the financial services industry, volatility in our stock price, demand for 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, impairment of our goodwill or intangible assets, the accuracy of management’s backlog estimates, 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, restrictions and other financial covenants in our debt agreements, our existing levels of debt, events outside of our control including natural disasters, wars, and outbreaks of disease, and revenues or revenue mix. 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.


 
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