Form 10-Q
Table of Contents

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

 

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2008

OR

 

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                      to                     

Commission file number 0-27512

CSG SYSTEMS INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

 

Delaware   47-0783182
(State or other jurisdiction
of incorporation or organization)
  (I.R.S. Employer
Identification No.)

9555 Maroon Circle

Englewood, Colorado 80112

(Address of principal executive offices, including zip code)

(303) 200-2000

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

YES  x    NO  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer  x   Accelerated filer  ¨   Non-accelerated filer  ¨   Smaller reporting company  ¨
    (Do not check if a smaller reporting company)  

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

YES  ¨    NO  x

Shares of common stock outstanding at October 31, 2008: 34,990,186

 

 

 


Table of Contents

CSG SYSTEMS INTERNATIONAL, INC.

FORM 10-Q For the Quarter Ended September 30, 2008

INDEX

 

              Page No.

Part I

  -    FINANCIAL INFORMATION   

Item 1.

     Condensed Consolidated Balance Sheets as September 30, 2008 and December 31, 2007 (Unaudited)    3
     Condensed Consolidated Statements of Income for the Quarter and Nine Months Ended September 30, 2008 and 2007 (Unaudited)    4
     Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2008 and 2007 (Unaudited)    5
     Notes to Condensed Consolidated Financial Statements (Unaudited)    6

Item 2.

     Management’s Discussion and Analysis of Financial Condition and Results of Operations    15

Item 3.

     Quantitative and Qualitative Disclosures About Market Risk    27

Item 4.

     Controls and Procedures    27

Part II

  -    OTHER INFORMATION   

Item 1.

     Legal Proceedings    28

Item1A.

     Risk Factors    28

Item 2.

     Unregistered Sales of Equity Securities and Use of Proceeds    32

Item 6.

     Exhibits    33
     Signatures    34
     Index to Exhibits    35

 

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CSG SYSTEMS INTERNATIONAL, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except share and per share amounts)

 

     September 30,
2008
    December 31,
2007
 
     (unaudited)  
ASSETS     

Current assets:

    

Cash and cash equivalents

   $ 119,983     $ 123,416  

Short-term investments

     44,766       9,416  
                

Total cash, cash equivalents and short-term investments

     164,749       132,832  

Trade accounts receivable-

    

Billed, net of allowance of $1,594 and $1,487

     107,896       114,132  

Unbilled and other

     8,003       6,038  

Deferred income taxes

     11,063       10,657  

Income taxes receivable

     1,138       2,128  

Other current assets

     5,452       6,399  
                

Total current assets

     298,301       272,186  

Property and equipment, net of depreciation of $79,564 and $69,565

     45,066       32,656  

Software, net of amortization of $35,812 and $34,445

     8,134       8,649  

Goodwill

     91,965       60,745  

Client contracts, net of amortization of $110,331 and $98,822

     32,396       31,526  

Deferred income taxes

     —         9,453  

Other assets

     7,573       7,173  
                

Total assets

   $ 483,435     $ 422,388  
                
LIABILITIES AND STOCKHOLDERS’ EQUITY     

Current liabilities:

    

Client deposits

   $ 29,128     $ 26,657  

Trade accounts payable

     20,403       18,429  

Accrued employee compensation

     21,974       21,042  

Deferred revenue

     14,034       17,480  

Other current liabilities

     11,563       7,595  
                

Total current liabilities

     97,102       91,203  
                

Non-current liabilities:

    

Long-term debt

     230,000       230,000  

Deferred revenue

     9,039       9,790  

Income taxes payable

     4,232       4,918  

Deferred income taxes

     6,907       —    

Other non-current liabilities

     4,883       3,953  
                

Total non-current liabilities

     255,061       248,661  
                

Total liabilities

     352,163       339,864  
                

Stockholders’ equity:

    

Preferred stock, par value $.01 per share; 10,000,000 shares authorized; zero shares issued and outstanding

     —         —    

Common stock, par value $.01 per share; 100,000,000 shares authorized; 34,980,756 and 34,275,280 shares outstanding

     629       622  

Additional paid-in capital

     356,765       350,272  

Treasury stock, at cost, 27,956,808 and 27,956,808 shares

     (667,858 )     (667,858 )

Accumulated other comprehensive income (loss):

    

Unrealized gain (loss) on short-term investments, net of tax

     (73 )     15  

Unrecognized pension plan losses and prior service costs, net of tax

     —         (435 )

Accumulated earnings

     441,809       399,908  
                

Total stockholders’ equity

     131,272       82,524  
                

Total liabilities and stockholders’ equity

   $ 483,435     $ 422,388  
                

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

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CSG SYSTEMS INTERNATIONAL, INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(in thousands, except per share amounts)

 

     Quarter Ended     Nine Months Ended  
     September 30,
2008
    September 30,
2007
    September 30,
2008
    September 30,
2007
 
     (unaudited)     (unaudited)  

Revenues:

        

Processing and related services

   $ 110,582     $ 97,769     $ 324,056     $ 277,691  

Software, maintenance and services

     7,398       9,792       24,390       28,118  
                                

Total revenues

     117,980       107,561       348,446       305,809  
                                

Cost of revenues:

        

Processing and related services

     58,458       50,607       167,482       138,571  

Software, maintenance and services

     4,448       6,016       14,438       18,615  
                                

Total cost of revenues

     62,906       56,623       181,920       157,186  
                                

Gross margin (exclusive of depreciation, shown separately below)

     55,074       50,938       166,526       148,623  
                                

Operating expenses:

        

Research and development

     16,750       15,415       49,675       43,254  

Selling, general and administrative

     12,717       10,566       38,386       32,313  

Depreciation

     4,469       3,422       12,113       9,328  

Restructuring charges

     7       (33 )     71       545  
                                

Total operating expenses

     33,943       29,370       100,245       85,440  
                                

Operating income

     21,131       21,568       66,281       63,183  
                                

Other income (expense):

        

Interest expense

     (1,995 )     (1,684 )     (5,677 )     (5,365 )

Interest and investment income, net

     1,193       3,707       3,896       14,317  

Other, net

     2       (2 )     17       133  
                                

Total other

     (800 )     2,021       (1,764 )     9,085  
                                

Income from continuing operations before income taxes

     20,331       23,589       64,517       72,268  

Income tax provision

     (6,913 )     (8,387 )     (22,939 )     (25,669 )
                                

Income from continuing operations

     13,418       15,202       41,578       46,599  
                                

Discontinued operations:

        

Income from discontinued operations

     —         —         —         —    

Income tax benefit

     323       —         323       269  
                                

Discontinued operations, net of tax

     323       —         323       269  
                                

Net income

   $ 13,741     $ 15,202     $ 41,901     $ 46,868  
                                

Basic earnings per common share:

        

Income from continuing operations

   $ 0.40     $ 0.39     $ 1.25     $ 1.12  

Discontinued operations, net of tax

     0.01       —         0.01       0.01  
                                

Net income

   $ 0.41     $ 0.39     $ 1.26     $ 1.13  
                                

Diluted earnings per common share:

        

Income from continuing operations

   $ 0.40     $ 0.39     $ 1.24     $ 1.11  

Discontinued operations, net of tax

     0.01       —         0.01       0.01  
                                

Net income

   $ 0.41     $ 0.39     $ 1.25     $ 1.12  
                                

Weighted-average shares outstanding:

        

Basic

     33,281       38,587       33,191       41,633  

Diluted

     33,673       38,969       33,402       41,999  

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

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CSG SYSTEMS INTERNATIONAL, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

 

     Nine Months Ended  
     September 30,
2008
    September 30,
2007
 
     (unaudited)  

Cash flows from operating activities:

    

Net income

   $ 41,901     $ 46,868  

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

    

Depreciation

     12,113       9,328  

Amortization

     13,692       13,967  

Restructuring charge for abandonment of facilities

     —         308  

Gain on short-term investments and other

     (969 )     (3,061 )

Deferred income taxes

     15,094       9,154  

Excess tax benefit of stock-based compensation awards

     (236 )     (870 )

Stock-based employee compensation

     8,608       8,126  

Changes in operating assets and liabilities:

    

Trade accounts and other receivables, net

     9,649       7,310  

Other current and non-current assets

     706       1,200  

Income taxes payable/receivable

     (941 )     5,385  

Trade accounts payable and accrued liabilities

     637       (478 )

Deferred revenue

     (4,566 )     (1,406 )
                

Net cash provided by operating activities

     95,688       95,831  
                

Cash flows from investing activities:

    

Purchases of property and equipment

     (19,539 )     (12,386 )

Purchases of short-term investments

     (57,315 )     (189,536 )

Proceeds from sale/maturity of short-term investments

     22,245       309,800  

Acquisition of businesses, net of cash acquired

     (40,267 )     (65,382 )

Acquisition of and investments in client contracts

     (3,277 )     (6,914 )
                

Net cash provided by (used in) investing activities

     (98,153 )     35,582  
                

Cash flows from financing activities:

    

Proceeds from issuance of common stock

     875       1,786  

Repurchase of common stock

     (1,738 )     (255,889 )

Payments on acquired equipment financing

     (341 )     —    

Excess tax benefit of stock-based compensation awards

     236       870  
                

Net cash used in financing activities

     (968 )     (253,233 )
                

Net decrease in cash and cash equivalents

     (3,433 )     (121,820 )

Cash and cash equivalents, beginning of period

     123,416       240,687  
                

Cash and cash equivalents, end of period

   $ 119,983     $ 118,867  
                

Supplemental disclosures of cash flow information:

    

Net cash paid during the period for-

    

Interest

   $ 3,269     $ 3,193  

Income taxes

     8,404       10,790  

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

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CSG SYSTEMS INTERNATIONAL, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

1. GENERAL

We have prepared the accompanying unaudited condensed consolidated financial statements as of September 30, 2008 and December 31, 2007, and for the third quarter and nine months ended September 30, 2008 and 2007, in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information, and pursuant to the instructions to Form 10-Q and the rules and regulations of the Securities and Exchange Commission (the “SEC”). Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of our management, all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair presentation of our financial position and operating results have been included. The unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto, together with Management’s Discussion and Analysis of Financial Condition and Results of Operations, contained in our Annual Report on Form 10-K for the year ended December 31, 2007, filed with the SEC. The results of operations for the third quarter and nine months ended September 30, 2008 are not necessarily indicative of the expected results for the entire year ending December 31, 2008.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Use of Estimates in Preparation of Condensed Consolidated Financial Statements. The preparation of the accompanying Condensed Consolidated Financial Statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates.

Postage. We pass through to our clients the cost of postage that is incurred on behalf of those clients, and typically require an advance payment on expected postage costs. These advance payments are included in “client deposits” in the accompanying Condensed Consolidated Balance Sheets and are classified as current liabilities regardless of the contract period. We net the cost of postage against the postage reimbursements, and include the net amount in processing and related services revenues. The cost of postage that has been shown net of the postage reimbursements from our clients for the third quarter of 2008 and 2007 was $65.0 million and $58.3 million, respectively, and for the nine months ended September 30, 2008 and 2007 was $186.4 million and $155.5 million, respectively.

Accounting Pronouncements Adopted. Effective January 1, 2008 we adopted Statement of Financial Accounting Standards (“SFAS”) No. 157, “Fair Value Measurements” (“SFAS 157”), which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. In addition, effective January 1, 2008, we adopted SFAS 159, “The Fair Value Option for Financial Assets and Financial Liabilities - Including an Amendment of FASB Statement No. 115” (“SFAS 159”), which permits an entity to choose to measure various financial instruments and certain other items at fair value, with changes in fair value recognized in earnings each reporting period. Upon adoption of SFAS 159, we did not elect to measure any additional assets or liabilities at fair value.

Short-term Investments and Other Financial Instruments. Our financial instruments as of September 30, 2008 and December 31, 2007 include cash and cash equivalents, short-term investments, accounts receivable, accounts payable, and long-term debt. Because of their short maturities, the carrying amounts of cash equivalents, accounts receivable, and accounts payable approximate their fair value.

Our short-term investments are considered “available-for-sale” in accordance with SFAS No. 115, “Accounting for Certain Investments in Debt and Equity Securities”, and thus are reported at fair value in our accompanying Condensed Consolidated Balance Sheets, with unrealized gains and losses excluded from earnings and reported in a separate component of stockholders’ equity. Realized and unrealized gains and losses were not material in any period presented.

 

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SFAS 157 describes a fair value hierarchy based on three levels of inputs, of which Levels 1 and 2 are considered observable and Level 3 is unobservable.

In accordance with SFAS 157, the following table represents the fair value hierarchy for our cash equivalents and short-term investments measured at fair value (in thousands):

 

     Fair Value Measurements
as of September 30, 2008
     Level 1    Level 2    Total

Money market funds

   $ 27,101    $ —      $ 27,101

Commercial paper

     —        100,798      100,798

Fixed rate corporate securities

     —        2,977      2,977

Agency discount notes

     —        20,133      20,133
                    

Total

   $ 27,101    $ 123,908    $ 151,009
                    

As of September 30, 2008, our long-term debt consists of our Convertible Debt Securities. We have chosen not to measure our Convertible Debt Securities at fair value under SFAS 159, with changes recognized in earnings each reporting period. As of September 30, 2008 and December 31, 2007, the fair value of our Convertible Debt Securities, based upon quoted market prices, was approximately $213 million and $201 million, respectively.

Income Taxes. We follow the provisions of Financial Accounting Standards Board (“FASB”) Interpretation No. 48, “Accounting for Uncertainty in Income Taxes” (“FIN 48”). This interpretation clarifies the accounting for uncertainty in income taxes recognized in a company’s financial statements in accordance with SFAS No. 109, “Accounting for Income Taxes”. FIN 48 prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. FIN 48 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, and disclosure. There was not a significant change in our liability for unrecognized income tax benefits during the third quarter of 2008, and we do not anticipate a significant change within the next twelve months.

3. STOCKHOLDERS’ EQUITY AND EQUITY COMPENSATION PLANS

Stock Repurchase Program. We currently have a stock repurchase program, approved by our Board of Directors, authorizing us to repurchase up to 30 million shares of our common stock from time-to-time as market and business conditions warrant (the “Stock Repurchase Program”).

We did not repurchase any shares under our Stock Repurchase Program during the nine months ended September 30, 2008. A summary of the shares repurchased during the third quarter and nine months ended September 30, 2007, under the Stock Repurchase Program is as follows (in thousands, except per share amounts):

 

     Quarter Ended
September 30, 2007
   Nine Months Ended
September 30, 2007

Shares repurchased

     5,560      10,366

Total amount paid

   $ 129,746    $ 252,603

Weighted-average price per share

   $ 23.34    $ 24.37

 

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As of September 30, 2008, the shares repurchased under the Stock Repurchase Program since its inception in August 1999 totaled 28.8 million shares, at a total repurchase price of $696.5 million (a weighted-average price of $24.19 per share). As of September 30, 2008, the total remaining number of shares available for repurchase under the Stock Repurchase Program totaled 1.2 million shares.

Stock Repurchases for Tax Withholdings. In addition to the above mentioned stock repurchases, a summary of shares repurchased from our employees and then cancelled during the third quarter and nine months ended September 30, 2008 and 2007, in connection with minimum tax withholding requirements resulting from the vesting of restricted stock under our stock incentive plans, is as follows (in thousands):

 

     Quarter Ended
September 30,
   Nine Months Ended
September 30,
     2008    2007    2008    2007

Shares repurchased

     22      13      133      130

Total amount paid

   $ 377    $ 298    $ 1,738    $ 3,346

Stock-Based Awards. A summary of our unvested restricted stock activity during the third quarter and nine months ended September 30, 2008 is as follows:

 

     Quarter Ended
September 30, 2008
   Nine Months Ended
September 30, 2008
     Shares     Weighted-
Average Grant
Date Fair Value
   Shares     Weighted-
Average Grant
Date Fair Value

Unvested awards, beginning

   1,701,490     $ 18.50    1,303,955     $ 23.61

Awards granted

   55,000       17.70    812,400       12.21

Awards forfeited/cancelled

   (12,437 )     16.33    (49,642 )     21.00

Awards vested

   (89,846 )     23.27    (412,506 )     23.01
                         

Unvested awards, ending

   1,654,207     $ 18.23    1,654,207     $ 18.23
                         

Included in the awards granted during the nine months ended September 30, 2008, are Performance-Based Awards for 118,750 restricted stock shares which vest in equal installments over three years upon meeting either pre-established financial performance objectives or pre-established stock price objectives. The Performance-Based Awards become fully vested upon a change in control, as defined, and the subsequent involuntary termination of employment.

All other unvested restricted stock shares granted during the nine months ended September 30, 2008 are Time-Based Awards, which generally vest annually over four years with no restrictions other than the passage of time. Certain shares of the restricted stock become fully vested upon a change in control, as defined, and the subsequent involuntary termination of employment.

We recorded stock-based compensation expense of $3.0 million and $3.3 million for the third quarter of 2008 and 2007, respectively, and $8.6 million and $8.1 million for the nine months ended September 30, 2008 and 2007, respectively.

 

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4. EARNINGS PER COMMON SHARE

Calculation of Earnings Per Common Share. Earnings per common share (“EPS”) have been computed in accordance with SFAS No. 128, “Earnings Per Share.” Basic EPS is computed by dividing net income (the numerator) by the weighted-average number of common shares outstanding during the period (the denominator). Diluted EPS is consistent with the calculation of basic EPS while considering the effect of potentially dilutive common shares outstanding during the period. Unvested shares of restricted stock are not included in the basic EPS calculation. Basic and diluted EPS are presented on the face of our Condensed Consolidated Statements of Income.

No reconciliation of the basic and diluted EPS numerators is necessary for the third quarter and nine months ended September 30, 2008 and 2007, as net income is used as the numerator for each period. The reconciliation of the EPS denominators is included in the following table (in thousands):

 

     Quarter Ended
September 30,
   Nine Months Ended
September 30,
     2008    2007    2008    2007

Basic common shares outstanding

   33,281    38,587    33,191    41,633

Dilutive effect of stock options

   43    68    30    82

Dilutive effect of unvested restricted stock

   349    314    181    284

Dilutive effect of Convertible Debt Securities

   —      —      —      —  
                   

Diluted common shares outstanding

   33,673    38,969    33,402    41,999
                   

Potentially dilutive common shares related to stock options and unvested shares of restricted stock of 0.7 million and 0.3 million for the third quarter of 2008 and 2007, respectively, and 1.0 million and 0.3 million for the nine months ended September 30, 2008 and 2007, respectively, were excluded from the computation of diluted EPS as their effect was antidilutive.

Upon conversion, we will settle the principal amount of our Convertible Debt Securities in cash, and have the option to settle our conversion obligation, to the extent it exceeds the principal amount, in our common stock, cash or any combination of our common stock and cash. As a result, the Convertible Debt Securities have a dilutive effect only in those quarterly periods in which our average stock price exceeds the current effective conversion price of $26.77 per share. The current effective conversion price of $26.77 per share may be adjusted in the future for certain events, to include stock dividends, stock splits/reverse splits, the issuance of warrants to purchase our stock at a price below the then-current market price, cash dividends, and certain purchases by us of our common stock pursuant to a self-tender offer or exchange offer.

5. COMPREHENSIVE INCOME

The components of our comprehensive income were as follows (in thousands):

 

     Quarter Ended
September 30,
    Nine Months Ended
September 30,
 
     2008     2007     2008     2007  

Net income

   $ 13,741     $ 15,202     $ 41,901     $ 46,868  

Other comprehensive income (loss), net of tax, if any:

        

Change in unrecognized pension plan losses and prior service costs, net of tax

     435       —         435       —    

Unrealized loss on short-term investments

     (72 )     (13 )     (88 )     (29 )
                                

Comprehensive income

   $ 14,104     $ 15,189     $ 42,248     $ 46,839  
                                

6. ACQUISITIONS

DataProse, Inc. On April 30, 2008, we acquired 100% of the voting equity interests of DataProse, Inc., (“DataProse”) for $39.0 million in cash, plus $0.6 million in acquisition costs. In September 2008, we accrued a working capital adjustment of $0.9 million

 

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upon completion of a balance sheet audit and paid the working capital adjustment in October 2008. DataProse was a privately-held provider of statement presentment and direct mail services headquartered in Oxnard, California. DataProse assists over 500 clients across the United States to market through improved billing statements and personalized direct mail. We acquired DataProse to further our objective of helping our clients maximize every customer interaction by both strengthening and broadening our portfolio of output solutions capabilities. Additionally, this acquisition rounds out our national print and mail footprint and allows us to diversify our client base into the utilities, financial services, and telecommunications markets, and add clients in the non-profit sectors of healthcare and higher education.

The following table summarizes the preliminary estimated fair values of the assets acquired and liabilities assumed at the date of acquisition (in thousands).

 

Current assets (includes cash and cash equivalents of $1,312)

   $ 8,125  

Fixed assets

     4,711  

Acquired customer relationships

     7,800  

Acquired other intangible assets

     855  

Goodwill

     27,819  

Other non-current assets

     93  
        

Total assets acquired

     49,403  
        

Current liabilities

     (7,225 )

Non-current liabilities

     (2,586 )
        

Total liabilities assumed

     (9,811 )
        

Net assets acquired

   $ 39,592  
        

The DataProse goodwill amount represents the excess of the cost of an acquired entity over the net amounts assigned to assets acquired and liabilities assumed. The weighted-average estimated lives assigned to the acquired customer relationships and acquired other intangible assets are 10-20 years and 2-5 years, respectively. Amortization expense related to these acquired intangible assets is recognized based upon the pattern in which the economic benefits of the acquired intangible assets are expected to be received. The DataProse acquired intangible assets and goodwill are deductible for income tax purposes.

The results of operations of DataProse are included in the accompanying Condensed Consolidated Statements of Income for the period subsequent to the acquisition date. Pro forma information on our historical results of operations to reflect the acquisition of DataProse is not presented as DataProse’s results of operations during periods prior to its acquisition are not material to our results of operations.

We are in the process of finalizing the DataProse purchase accounting and expect the purchase accounting to be completed by the end of 2008.

Prior Year Acquisitions. In August 2007, we acquired 100% of the voting equity interests of Prairie Voice Services, Inc., which we subsequently renamed Prairie Interactive Messaging, Inc. (“Prairie”). During the nine months ended September 30, 2008, we made a minor change to the estimated fair value of acquired assets as of the date of the Prairie acquisition, resulting in a $0.3 million decrease in the amount of goodwill related to the Prairie acquisition.

In addition to the cash paid at closing, the Prairie stock purchase agreement included contingent purchase price payments (related to the achievement of certain operating criteria) of up to $6 million. The rights to the contingent purchase price payments go through December 31, 2009. As of September 30, 2008, we have not reflected the $6 million contingent purchase price payment as a liability because of the uncertainty of payment. The Prairie contingent purchase price payment will be recorded as additional purchase price if and when the events associated with the contingencies are resolved or the outcomes of the contingencies are determinable beyond a reasonable doubt.

 

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In July 2007, we acquired 100% of the voting equity interests of ComTec, Inc. (“ComTec”). In March 2008, we accrued a working capital adjustment of $0.7 million upon completion of a balance sheet audit and paid the working capital adjustment in the second quarter of 2008. The working capital adjustment, along with minor changes to the estimated fair values of the assets acquired and liabilities assumed as of the date of acquisition, resulted in a $0.7 million increase in the amount of goodwill related to the ComTec acquisition during the nine months ended September 30, 2008.

The results of operations of ComTec and Prairie are included in the accompanying Condensed Consolidated Statements of Income for the periods subsequent to their acquisition dates. Pro forma information on our historical results of operations to reflect the acquisitions of ComTec and Prairie is not presented as ComTec’s and Prairie’s results of operations during periods prior to their acquisition are not material to our results of operations.

In March 2006, we acquired 100% of the voting equity interests of Telution, Inc. (“Telution”). The Telution stock purchase agreement included provisions for additional purchase price payments of up to $3 million, contingent upon the signing of certain revenue arrangements with certain clients (the “Revenue Earn Outs”). Prior to the second quarter of 2008, the Revenue Earn Outs were not reflected as part of the Telution purchase price as the events related to the contingencies had not yet been resolved, nor had the outcome of the contingencies been determined beyond a reasonable doubt. In June 2008, we accrued the $3 million related to the Revenue Earnouts as we amended the Telution stock purchase agreement to remove the contingencies. The $3 million Revenue Earn Outs liability, which resulted in a $3 million increase in the amount of goodwill related to the Telution acquisition, is being paid out in four equal quarterly installments beginning in July 2008 and ending in April 2009.

7. DEBT

Our long-term debt as of September 30, 2008 and December 31, 2007 consists of our Convertible Debt Securities. As of September 30, 2008: (i) none of the contingent conversion features have been achieved, and thus, the Convertible Debt Securities are not convertible by the holders; and (ii) we are in compliance with the provisions of the bond indenture related to the Convertible Debt Securities.

In addition, we have a five-year, $100 million senior secured revolving credit facility with a syndicate of six U.S. financial institutions, that expires in September 2009. As of September 30, 2008, we: (i) are in compliance with the financial ratios and other covenants; and (ii) have $99.5 million contractually available to us. However, one of the financial institutions, which is responsible for funding approximately 10% of the facility, has undergone recent financial challenges and it is unknown at this time whether those challenges would affect the financial institution’s ability or willingness to fund the facility.

8. LONG-LIVED ASSETS

Goodwill. The changes in the carrying amount of goodwill for the nine months ended September 30, 2008, to include goodwill resulting from our recent acquisitions (see Note 6), were as follows (in thousands):

 

January 1, 2008, balance

   $ 60,745

DataProse acquisition

     27,819

Adjustments related to prior acquisitions

     3,401
      

September 30, 2008, balance

   $ 91,965
      

 

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Other Intangible Assets. As of September 30, 2008 and December 31, 2007, the carrying values of our other intangible assets were as follows (in thousands):

 

     September 30, 2008    December 31, 2007
     Gross
Carrying
Amount
   Accumulated
Amortization
    Net
Amount
   Gross
Carrying
Amount
   Accumulated
Amortization
    Net
Amount

Client contracts

   $ 142,727    $ (110,331 )   $ 32,396    $ 130,348    $ (98,822 )   $ 31,526

Software

     43,946      (35,812 )     8,134      43,094      (34,445 )     8,649
                                           

Total

   $ 186,673    $ (146,143 )   $ 40,530    $ 173,442    $ (133,267 )   $ 40,175
                                           

The total amortization expense related to intangible assets for the third quarter of 2008 and 2007 was $2.8 million and $4.6 million, respectively, and for the nine months ended September 30, 2008 and 2007, was $12.8 million and $13.1 million, respectively. Based on the September 30, 2008 net carrying value of our intangible assets, the estimated total amortization expense for each of the five succeeding fiscal years ending December 31 are: 2008 – $15.7 million; 2009 – $9.4 million; 2010 – $9.0 million; 2011 – $8.0 million; and 2012 – $7.1 million.

9. COMMITMENTS, GUARANTEES AND CONTINGENCIES

Product and Services Warranties. We generally warrant that our products and related offerings will conform to published specifications, or to specifications provided in an individual client arrangement, as applicable. The typical product warranty period is 90 days from delivery of the product or offering. For certain service offerings we provide a limited warranty for the duration of the services provided. We generally warrant that services will be performed in a professional and workmanlike manner. The typical remedy for breach of warranty is to correct or replace any defective deliverable, and if not possible or practical, we will accept the return of the defective deliverable and refund the amount paid under the client arrangement that is allocable to the defective deliverable. Our contracts also generally contain limitation of damages provisions in an effort to reduce our exposure to monetary damages arising from breach of warranty claims. Historically, we have incurred minimal warranty costs, and as a result, do not maintain a warranty reserve.

Product and Services Indemnifications. Our arrangements with our clients generally include an indemnification provision that will indemnify and defend a client in actions brought against the client that claim our products and/or services infringe upon a copyright, trade secret, or valid patent. Historically, we have not incurred any significant costs related to such indemnification claims, and as a result, do not maintain a reserve for such exposure.

Claims for Company Non-performance. Our arrangements with our clients typically cap our liability for breach to a specified amount of the direct damages incurred by the client resulting from the breach. From time-to-time, these arrangements may also include provisions for possible liquidated damages or other financial remedies for our non-performance, or in the case of certain of our outsourced customer care and billing solutions, provisions for damages related to service level performance requirements. The service level performance requirements typically relate to system availability and timeliness of service delivery. As of September 30, 2008, we believe we have adequate reserves, based on our historical experience, to cover any reasonably anticipated exposure as a result of our nonperformance for any past or current arrangements with our clients. The amount of the reserve maintained for this purpose is not material.

Indemnifications Related to Sold Businesses. In conjunction with the sale of the GSS business in December 2005, we provided certain indemnifications to the buyer of this business which are considered routine in nature (such as employee, tax, or litigation matters that occurred while these businesses were under our ownership). Under the provisions of this indemnification agreement, payment by us is conditioned on the other party making a claim pursuant to the procedures in the indemnification agreement, and we are typically allowed to challenge the other party’s claims. In addition, certain of our obligations under this indemnification agreement are limited in terms of time and/or amounts, and in some cases, we may have recourse against a third party if we are required to make certain indemnification payments.

 

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We estimated the fair value of these indemnifications at $2.8 million as of the closing date for the sale of the GSS business. Since the sale of the GSS business, we have made an indemnification payment of $0.1 million, and as of September 30, 2008, the indemnification liability was $2.3 million. It is not possible to predict the maximum potential amount of future payments we may be required to make under this indemnification agreement due to the conditional nature of our obligations and the unique facts and circumstances associated with each indemnification provision. We believe that if we were required to make payments in excess of the indemnification liability we have recorded, the resulting loss would not have a material effect on our financial condition or results of operations. If any amounts required to be paid by us would differ from the amounts initially recorded as indemnification liabilities as of the closing dates for the sale of the GSS business, the difference would be reflected in the discontinued operations section of our Condensed Consolidated Statements of Income.

Indemnifications Related to Officers and the Board of Directors. We have agreed to indemnify certain of our officers and members of our Board of Directors if they are named or threatened to be named as a party to any proceeding by reason of the fact that they acted in such capacity. We maintain directors’ and officers’ (D&O) insurance coverage to protect against such losses. We have not historically incurred any losses related to these types of indemnifications, and are not aware of any pending or threatened actions or claims against any officer or member of our Board of Directors. As a result, we have not recorded any liabilities related to such indemnifications as of September 30, 2008. In addition, as a result of the insurance policy coverage, we believe these indemnification agreements are not significant to our results of operations.

Legal Proceedings. From time-to-time, we are involved in litigation relating to claims arising out of our operations in the normal course of business. We are not presently a party to any material pending or threatened legal proceedings.

10. ACCOUNTING PRONOUNCEMENTS ISSUED BUT NOT YET EFFECTIVE

SFAS 141 (revised 2007) - Business Combinations. In December 2007, the FASB issued SFAS 141 (revised 2007), “Business Combinations” (“SFAS 141(R)”), which significantly changes the accounting for business combinations. Under SFAS 141(R), an acquiring entity is required to recognize all the assets acquired and liabilities assumed in a transaction at the acquisition-date fair value with limited exceptions. SFAS 141(R) further changes the accounting treatment for certain items, including: (i) acquisition costs will be generally expensed as incurred; (ii) noncontrolling interests (formerly known as “minority interests”) will be valued at fair value at the acquisition date; (iii) acquired contingent liabilities will be recorded at fair value at the acquisition date and subsequently measured at either the higher of such amount or the amount determined under existing guidance for non-acquired contingencies; (iv) contingent consideration will be valued at fair value at the acquisition date and remeasured to fair value at each reporting date until the contingency is resolved; (v) in-process research and development (“IPR&D”) will be recorded at fair value as an indefinite-lived intangible asset at the acquisition date, treated as an indefinite-lived intangible asset until completion or abandonment, and upon completion, the IPR&D asset will be amortized over its useful life; (vi) restructuring costs associated with a business combination will be expensed subsequent to the acquisition date; and (vii) changes in deferred tax asset valuation allowances and income tax uncertainties after the acquisition date generally will affect income tax expense. SFAS 141(R) also includes a substantial number of new disclosure requirements. The provisions of SFAS 141(R) are effective for us for all business combinations for which the acquisition date is on or after January 1, 2009, with early adoption prohibited.

FASB Staff Position No. APB 14-1 - Accounting for Convertible Debt Instruments That May Be Settled in Cash upon Conversion (Including Partial Cash Settlement). In May 2008, the FASB issued FASB Staff Position (“FSP”) No. APB 14-1, “Accounting for Convertible Debt Instruments That May Be Settled in Cash upon Conversion (Including Partial Cash Settlement)”. This FSP clarifies that convertible debt instruments that may be settled in cash upon conversion (including partial cash settlement), which would include our Convertible Debt Securities, are not addressed by paragraph 12 of Accounting Principles Board (“APB”) Opinion No. 14, “Accounting for Convertible Debt and Debt Issued with Stock Purchase Warrants”, and requires that instruments within its scope be separated into their liability and equity components at initial recognition by: (i) recording the liability component at the fair value of a similar liability that does not have an associated equity component; and (ii) attributing the remaining proceeds from the issuance to the equity component. The FSP also requires that discounts on the liability component of instruments within its scope be amortized using the interest method over the expected life of a similar liability that does not have an associated equity component (considering the effects of prepayment features other than the conversion option).

 

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The new model for accounting for convertible debt instruments that may be settled in cash is required to be applied retrospectively to all periods presented and is first applicable to our consolidated financial statements that will be included in our March 31, 2009 Form 10-Q. We are currently in the process of quantifying the impact of this FSP. While we have not completed such quantification, the application of this FSP is expected to have a material impact on our consolidated balance sheet, decreasing the amounts we report and have previously reported for long-term debt and increasing the amounts we report and have previously reported for stockholders’ equity. The FSP is expected to have a material impact on our consolidated statement of income, increasing the amounts we report and have previously reported for interest expense and reducing the amounts we report and have previously reported for earnings per common share. The FSP is not expected to have an impact on our Consolidated Statement of Cash Flows as the recognition of the additional interest expense will be a non-cash expense.

FSP No. EITF 03-6-1, “Determining Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities”. In June 2008, the FASB issued FSP No. EITF 03-6-1, “Determining Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities”. This FSP provides guidance on the calculation of earnings per share under SFAS No. 128, “Earnings per Share” for share-based payment awards with rights to dividends or dividend equivalents. Under the FSP’s guidance, unvested share-based payment awards that contain nonforfeitable rights to dividends or dividend equivalents (whether paid or unpaid) are participating securities and shall be included in the computation of earnings per share pursuant to SFAS 128’s two-class method. Since the unvested restricted stock awards under our stock incentive plans, granted prior to August 2008, contain nonforfeitable rights to cash dividends, we have concluded that this FSP impacts how we have historically calculated our earnings per share. This FSP is effective for our consolidated financial statements that will be included in our March 31, 2009 Form 10-Q, and all prior period earnings per share data presented will have to be adjusted retroactively (including interim financial statements, summaries of earnings, and selected financial data) to conform with the provisions of this FSP.

The implementation of the FSP is estimated to reduce our historically reported basic and diluted earnings per share, before factoring in the impact of our January 1, 2009 implementation of FSP APB 14-1 as discussed above, by approximately 3 to 5 percent. In August 2008, we revised our standard forms of restricted stock award agreement, removing the nonforfeitable rights to dividends provision. All restricted stock awards granted in the future under these revised forms of agreement will not be considered participating securities. As a result, the impact of this FSP on our future basic and diluted earnings per share will decline over time.

 

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The information contained in this Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) should be read in conjunction with the Condensed Consolidated Financial Statements and Notes thereto (our “Financial Statements”) included in this Form 10-Q and the audited consolidated financial statements and notes thereto in our Annual Report on Form 10-K for the year ended December 31, 2007 (our “2007 10-K”).

Forward-Looking Statements

This report contains a number of forward-looking statements relative to our future plans and our expectations concerning our business and the industries we serve. These forward-looking statements are based on assumptions about a number of important factors, and involve risks and uncertainties that could cause actual results to differ materially from estimates contained in the forward-looking statements. Some of the risks that are foreseen by management are outlined within Part II Item 1A., “Risk Factors”. Item 1A. constitutes an integral part of this report, and readers are strongly encouraged to review this section closely in conjunction with MD&A.

Management Overview of Quarterly Results

Our Company. We are a leading provider of outsourced solutions that facilitate customer interaction management on the behalf of our clients, generating a large percentage of our revenues from the North American cable and Direct Broadcast satellite (“DBS”) industries. Our solutions also support an increasing number of other industries such as financial services, healthcare, utilities, telecommunications, and home security.

Our solutions manage key customer interactions such as set-up and activation of customer accounts, sales support and marketing, order processing, invoice calculation (i.e., customer billing), production and mailing of monthly customer invoices, management reporting, electronic presentment and payment of invoices, automated and interactive messaging, and deployment and management of the client’s field technicians to the customer’s home. Our combination of solutions, services, and expertise ensures that our clients can rapidly launch new service offerings, improve operational efficiencies, and deliver a high-quality customer experience in a competitive and ever-changing marketplace.

The North American communications industry has experienced significant consolidation over the last few years, resulting in a large percentage of the market being served by a fewer number of services providers with greater size and scale. Consistent with this market concentration, a large percentage of our revenues are generated from a limited number of clients, with approximately two-thirds of our revenues being generated from our four largest clients, which are Comcast Corporation (“Comcast”), DISH Network Corporation (“DISH”), Time Warner Inc. (“Time Warner”), and Charter Communications (“Charter”).

General Market Conditions. In recent months, the U.S. has experienced a significant economic downturn and difficulties within the financial and credit markets, and these adverse economic conditions are predicted to continue into the foreseeable future. The possible adverse impacts to companies during these times include a reduction in revenues, decreasing profits and cash flows, distressed or default debt conditions, and/or difficulties in obtaining necessary operating capital.

Because of the severity and the far-reaching impacts of the situation, all companies could be adversely affected by the current economic conditions to a certain degree, including CSG and its clients. However, we believe our recurring revenue and predictable cash flow business model, our sufficient sources of liquidity, and our stable capital structure, lessen the risk of a significant negative impact to our business as a result of the current economic conditions. Additionally, we believe our key clients have business models that have historically performed well in down economies. However, there can be no assurances regarding the performance of our business, and the potential impact to our clients and the markets they serve, resulting from the current economic conditions.

 

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Third Quarter Highlights. A summary of our results of operations for the third quarter of 2008 is as follows:

 

   

Our revenues for the third quarter of 2008 were $118.0 million, up 9.7% when compared to $107.6 million for the same period in 2007, with approximately three-fourths of this increase related to the year-over-year impact of the additional revenues generated from the businesses we acquired in 2007 and 2008; ComTec, Inc. (“ComTec”) in July 2007, Prairie Interactive Messaging, Inc. (“Prairie”) in August 2007, and DataProse in April 2008 (collectively, the “Acquired Businesses”), with the remaining portion of the increase attributed to organic growth factors.

 

   

Our operating expenses for the third quarter of 2008 were $96.8 million, up 12.6% when compared to $86.0 million for the same period in 2007, with approximately three-fourths of this increase related to the year-over-year impact of the Acquired Businesses.

 

   

Income from continuing operations for the third quarter of 2008 was $21.1 million (17.9% operating margin percentage), compared to $21.6 million (20.1% operating margin percentage) for the same period in 2007. A significant percentage of the decrease in operating income margin between years is due to the impact of the Acquired Businesses.

 

   

Other income (expense) for the third quarter of 2008 was $(0.8) million, down $2.8 million from $2.0 million for the third quarter of 2007. The year-over-year decrease is a result of lower interest and investment income due to: (i) the decrease in our cash and short-term investment balances between years, as a result of our stock repurchase activity in 2007 and the purchases of the Acquired Businesses; and (ii) a decrease in the overall rate of return realized on investments between years due to a deterioration in the interest rate environment.

 

   

Our diluted earnings per common share from continuing operations for the third quarter of 2008 was $0.40, an increase of 2.6% when compared to $0.39 per diluted share for the third quarter of 2007, and consistent with the second quarter of 2008.

 

   

Income from continuing operations for the third quarter of 2008 includes non-cash charges related to depreciation, amortization of intangible assets, and stock-based compensation expense totaling $10.3 million (pretax impact), or $0.20 per diluted share impact, as compared to non-cash charges for the third quarter of 2007 of $11.3 million (pretax impact), or $0.19 per diluted share.

 

   

We continue to generate strong cash flows from operations. As of September 30, 2008, we had cash, cash equivalents, and short-term investments of $164.7 million, as compared to $148.2 million as of June 30, 2008, and $132.8 million as of December 31, 2007.

Cash flows from operating activities for the third quarter of 2008 were $27.6 million, compared to $35.7 million for the third quarter of 2007, with the fluctuation between periods related almost entirely to normal timing differences in operating assets and liabilities. See the “Liquidity” section below for further discussion.

 

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Other key matters were as follows:

 

   

In July 2008, we entered into a restated and amended Master Subscriber Management System Agreement with Comcast that extends our contractual relationship with Comcast through December 31, 2012. See our Significant Client Relationships Section below for further discussion.

 

   

Our current processing agreement with DISH runs through December 31, 2008. See our Significant Client Relationships Section below for further discussion.

 

   

During the third quarter of 2008, we invested $16.8 million, or 14.2% of our revenues, in research and development (“R&D”) activities.

Significant Client Relationships

Client Concentration. Approximately two-thirds of our total revenues are generated from our four largest clients, which include Comcast, DISH, Time Warner, and Charter. Revenues from these clients represented the following percentages of our total revenues for the third quarter of 2008, the second quarter of 2008, and the third quarter of 2007:

 

      Quarter Ended  
      September 30,
2008
    June 30,
2008
    September 30,
2007
 

Comcast

   26 %   27 %   26 %

DISH

   18 %   18 %   20 %

Time Warner

   14 %   14 %   14 %

Charter

   8 %   8 %   9 %

As of September 30, 2008, December 31, 2007, and September 30, 2007, the percentages of net billed accounts receivable balances attributable to our four largest clients were as follows:

 

      As of  
      September 30,
2008
    December 31,
2007
    September 30,
2007
 

Comcast

   30 %   32 %   30 %

DISH

   20 %   22 %   23 %

Time Warner

   11 %   11 %   8 %

Charter

   10 %   9 %   9 %

Comcast. On July 10, 2008, we entered into a restated and amended Master Subscriber Management System Agreement (the “Agreement”) with Comcast. Our previous contract with Comcast was scheduled to expire December 31, 2008. The Agreement is effective beginning July 1, 2008 and runs through December 31, 2012. The expected scope of the products and services to be utilized under the new Agreement is consistent with our previous Comcast contract and provides Comcast the option to expand its utilization of certain of our products and services not fully deployed in all of the Comcast markets we currently serve, or across Comcast’s entire enterprise.

The fees generated under the Agreement are based on monthly charges for processing and related services per Comcast customer account, and various other ancillary services based on actual usage. The per unit fees are subject to annual inflationary price escalators. The Agreement includes various volume-based pricing incentives. When compared to the previous contract, there is a price reduction at several of the higher volume tiers, which in effect, reduces the fees we receive for such services at Comcast’s current customer account levels.

 

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The Agreement contains certain financial commitments associated with the number of Comcast customer accounts that are to be processed on our systems, with such commitments decreasing over the life of the Agreement, beginning in 2009. The Agreement provides Comcast with the flexibility to either add or remove customer accounts from our systems with sufficient written notification. However, if Comcast chooses to process fewer customer accounts on our systems than the committed amounts, the monthly fees to be paid by Comcast will be based on the higher number of committed customer accounts for the applicable billing period.

Consistent with the structure of the previous Comcast contract, the new Agreement contains certain rights and obligations of both parties relating to the following: (i) the termination of the Agreement under certain conditions; (ii) various service level commitments; and (iii) remedies and limitation on liabilities associated with specified breaches of contractual obligations.

As of July 1, 2008, the beginning of the contract term, we had a $6 million Comcast client contract intangible asset that was previously being amortized as a contra revenue charge through December 31, 2008. As a result of the extension in the life of our contractual arrangement with Comcast, the amortization of the remaining $6 million has been extended through the end of the new contractual period of December 31, 2012. Beginning July 1, 2008, the amortization of the Comcast client contract intangible asset was $0.1 million per month, compared to the previous $1.0 million per month, which will result in an approximate $5 million reduction in contra revenue amortization in the second half of 2008, when compared to the first half of 2008. The net impact of this change in contra revenue amortization and the expected decrease in recurring monthly processing fees that we will be receiving from Comcast is not significant.

A copy of the Agreement, with confidential information redacted, is filed as Exhibit 10.21 to this Form 10-Q.

DISH. Our processing agreement with DISH runs through December 31, 2008, and provides DISH with the option to extend the term of the agreement for either one or two years beyond the end of December 2008. We are currently engaged in discussions with DISH regarding contract renewal options. Although we believe our operating relationship with DISH is good, there can be no assurances around the timing and/or the terms of any contract extension or renewal arrangement at this time. The DISH processing agreement includes certain annual financial commitments that we expect DISH to exceed based on the number of DISH customers currently on our systems. The DISH processing agreement and related material amendments are included in the exhibits to our periodic filings with the SEC.

Risk of Client Concentration. In the near term, we expect to continue to generate a large percentage of our total revenues from our four largest clients, Comcast, DISH, Time Warner, and Charter. There are inherent risks whenever a large percentage of total revenues are concentrated with a limited number of clients. One such risk is that, should a significant client: (i) terminate or fail to renew its contract with us, in whole or in part, for any reason; (ii) significantly reduce the number of customer accounts processed on our systems, the price paid for our services, or the scope of services that we provide; or (iii) experience significant financial or operating difficulties, it could have a material adverse effect on our financial condition and results of operations.

Stock-Based Compensation Expense

Stock-based compensation expense is included in the following captions in the accompanying Condensed Consolidated Statements of Income (in thousands):

 

      Quarter Ended    Nine Months Ended
      September 30,
2008
   September 30,
2007
   September 30,
2008
   September 30,
2007

Cost of processing and related services

   $ 897    $ 945    $ 2,572    $ 2,397

Cost of software, maintenance and services

     136      206      464      540

Research and development

     436      400      1,222      899

Selling, general and administrative

     1,571      1,723      4,350      4,217

Restructuring

     —        —        —        73
                           

Total stock-based compensation expense

   $ 3,040    $ 3,274    $ 8,608    $ 8,126
                           

 

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Critical Accounting Policies

The preparation of our Financial Statements in conformity with accounting principles generally accepted in the U.S. requires us to select appropriate accounting policies, and to make judgments and estimates affecting the application of those accounting policies. In applying our accounting policies, different business conditions or the use of different assumptions may result in materially different amounts reported in our Financial Statements.

We have identified the most critical accounting policies that affect our financial condition and the results of our business’ continuing operations. Those critical accounting policies were determined by considering the accounting policies that involve the most complex or subjective decisions or assessments. The most critical accounting policies identified relate to: (i) revenue recognition; (ii) allowance for doubtful accounts receivable; (iii) impairment assessments of long-lived assets; (iv) loss contingencies; (v) income taxes; and (vi) business combinations and asset purchases. These critical accounting policies, as well as our other significant accounting policies, are discussed in greater detail in our 2007 10-K.

Results of Operations

Total Revenues. Total revenues for the: (i) third quarter of 2008 increased $10.4 million, or 9.7% to $118.0 million, from $107.6 million for the third quarter of 2007; and (ii) nine months ended September 30, 2008 increased $42.6 million, or 13.9% to $348.4 million, from $305.8 million for the nine months ended September 30, 2007. Approximately three-fourths of the increase in revenues between periods relates to the year-over-year impact of the additional revenues generated from the Acquired Businesses, with the remaining portion of the increase attributed to organic growth factors. The components of total revenues are discussed in more detail below.

Processing and related services revenues. Processing and related services revenues for the: (i) third quarter of 2008 increased $12.8 million or 13.1% to $110.6 million, from $97.8 million for the third quarter of 2007; and (ii) nine months ended September 30, 2008 increased $46.4 million or 16.7% to $324.1 million, from $277.7 million for the nine months ended September 30, 2007. Approximately two-thirds of this increase in processing and related services revenues between periods relates to the revenues generated from the Acquired Businesses (as all of their revenues fall within this revenue classification), with the remaining portion attributed to organic growth resulting from increased utilization of new and existing products and services by our clients, to include such things as higher usage of marketing services and various ancillary customer care solutions.

Additional information related to processing and related services revenues is as follows:

 

   

Amortization of our client contracts intangible assets (reflected as a reduction of processing and related services revenues) for the: (i) third quarter of 2008 and 2007 was $1.0 million and $3.6 million, respectively; and (ii) nine months ended September 30, 2008 and 2007 was $8.2 million and $10.8 million, respectively. The decrease in amortization expense between periods is due to the change in life of the Comcast client contract intangible asset as a result of the extension of the contractual arrangement with Comcast, effective July 1, 2008, noted above. See the Significant Client Relationship section for further details.

 

   

Total customer accounts processed on our systems as of September 30, 2008 were 45.4 million, up slightly when compared to 45.1 million as of September 30, 2007.

Software, Maintenance and Services Revenues. Software, maintenance and services revenues for the: (i) third quarter of 2008 decreased $2.4 million, or 24.5% to $7.4 million, from $9.8 million for the third quarter of 2007; and (ii) nine months ended September 30, 2008 decreased $3.7 million or 13.3% to $24.4 million, from $28.1 million, for the nine months ended September 30, 2007.

Over the most recent quarters, our software, maintenance and services revenues have decreased as a result of lower professional services revenues and lower software-related revenues. This recent decrease in our professional services revenues is the result of the timing and type of work our professional services team has been engaged in (e.g., longer term implementations which may require the fees be deferred upfront and recognized over the life of the service agreement).

 

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Cost of Revenues. See our 2007 10-K for a description of the types of costs that are included in the individual line items for cost of revenues.

Cost of Processing and Related Services. The cost of processing and related services for the: (i) third quarter of 2008 increased $7.9 million, or 15.5% to $58.5 million, from $50.6 million for the third quarter of 2007; and (ii) nine months ended September 30, 2008 increased $28.9 million, or 20.9% to $167.5 million, from $138.6 million for the nine months ended September 30, 2007. Approximately three-fourths of the increase in cost of processing and related services between periods relates to the impact of the Acquired Businesses (as all of their cost of revenues fall within this expense classification), with the remaining portion related primarily to: (i) the impact of annual employee wage increases that are implemented in August of each year; and (ii) increases in variable costs related to the delivery of products and services (e.g., data processing, print costs, etc.), which directly correlate with the increase in revenues related to these products and services.

The gross margin percentage for processing and related services was: (i) 47.1% for the third quarter of 2008 compared to 48.2% for the third quarter of 2007; and (ii) 48.3% for the nine months ended September 30, 2008 compared to 50.1% for the nine months ended September 30, 2007. The decrease in gross margin percentages between periods is due to the impact of the Acquired Businesses, as the Acquired Businesses currently operate at lower gross margin percentage levels than our historical business operations.

Cost of Software, Maintenance and Services. The cost of software, maintenance and services for the: (i) third quarter of 2008 decreased $1.6 million, or 26.1% to $4.4 million, from $6.0 million for the third quarter of 2007; and (ii) nine months ended September 30, 2008 decreased $4.2 million, or 22.4% to $14.4 million, from $18.6 million for the nine months ended September 30, 2007. The decrease between periods reflects a reduction in personnel and related costs assigned internally to software maintenance projects.

The gross margin percentage for software, maintenance and services was: (i) 39.9% for the third quarter of 2008, as compared to 38.6% for the third quarter of 2007; and (ii) 40.8% for the nine months ended September 30, 2008, as compared to 33.8% for the nine months ended September 30, 2007. The increase in gross margin percentage is attributed to: (i) a decrease in personnel and related costs assigned internally to software maintenance projects; and (ii) the change in mix of revenues between periods. Variability in quarterly revenues and operating results are inherent characteristics of companies that sell software licenses, and perform professional services. Our quarterly revenues for software licenses and professional services may fluctuate, depending on various factors, including the timing of executed contracts and revenue recognition, and the delivery of contracted services or products. However, the costs associated with software and professional services revenues are not subject to the same degree of variability (e.g., these costs are generally fixed in nature within a relatively short period of time), and thus, fluctuations in our software and maintenance, professional services, and overall gross margins, will likely occur between periods.

Gross Margin (Exclusive of Depreciation, Shown Separately Below). The overall gross margin percentage (exclusive of depreciation) for the: (i) third quarter of 2008 was 46.7%, compared to 47.4% for the third quarter of 2007; and (ii) nine months ended September 30, 2008 was 47.8%, compared to 48.6% for the nine months ended September 30, 2007. The decreases in the overall gross margin percentages between periods is due to the impact of the Acquired Businesses.

R&D Expense. R&D expense for the: (i) third quarter of 2008 increased $1.4 million or 8.7% to $16.8 million, from $15.4 million for the third quarter of 2007; and (ii) nine months ended September 30, 2008 increased $6.4 million, or 14.8% to $49.7 million, from $43.3 million for the nine months ended September 30, 2007. The increase between periods is due to an increase in personnel and related costs on R&D projects, reflective of our increased focus on product development and enhancement efforts. As a percentage of total revenues, R&D expense was 14.2% for the third quarter of 2008, compared to 14.3% for the third quarter of 2007, and 14.6% for the second quarter of 2008. We did not capitalize any internal software development costs during the quarter or nine months ended September 30, 2008 and 2007.

 

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Our R&D efforts have been focused on the continued evolution of our products, both functionally and architecturally, in response to market demands that our products have certain functional features and capabilities, as well as architectural flexibilities (such as service oriented architecture, or SOA). This product evolution will result in the modularization of certain product functionality that historically has been tightly integrated within our product suite, which will allow us to respond more quickly to required changes to our products and provide greater interoperability with other computer systems. Although our primary value proposition to our clients will continue to be the breadth and depth of our integrated solutions, these R&D efforts will also allow us to separate certain product components so as to allow such components to be marketed on a stand-alone basis where a specific client requirement and/or business need dictates, including the use of certain products across non-CSG customer care and billing systems.

At this time, we expect our future R&D efforts to continue to focus on similar tasks as noted above. In the near term, we expect that our investment in R&D will be in a range comparable with the second and third quarter of 2008, with the level of our R&D spend highly dependent upon the opportunities that we see in our markets.

Selling, General and Administrative (“SG&A”) Expense. SG&A expense for the: (i) third quarter of 2008 increased $2.1 million, or 20.4% to $12.7 million, from $10.6 million for the third quarter of 2007; and (ii) nine months ended September 30, 2008 increased $6.1 million, or 18.8 % to $38.4 million, from $32.3 million for the nine months ended September 30, 2007. The increase in SG&A expense reflects the impact of the sales and marketing costs of the Acquired Businesses. As a percentage of total revenues, SG&A expense was 10.8% for the third quarter of 2008, compared to 9.8% for the third quarter of 2007.

Depreciation Expense. Depreciation expense for the: (i) third quarter of 2008 increased $1.1 million, or 30.6% to $4.5 million, compared to $3.4 million for the third quarter of 2007; and (ii) nine months ended September 30, 2008 increased $2.8 million, or 29.9% to $12.1 million, compared to $9.3 million for the nine months ended September 30, 2007. The increase in depreciation expense is due to the increased capital expenditures made over the past year (mainly related to statement production equipment) and to the acquired property and equipment from our acquisition activities. Depreciation expense for all property and equipment is reflected separately in the aggregate and is not included in the cost of revenues or the other components of operating expenses.

Operating Income. Operating income for the: (i) third quarter of 2008 was $21.1 million (17.9% operating margin percentage), compared to $21.6 million (20.1% operating margin percentage) for the third quarter of 2007; and (ii) nine months ended September 30, 2008 was $66.3 million (19.0% operating margin percentage), compared to $63.2 million (20.7% operating margin percentage) for the nine months ended September 30, 2007. A significant percentage of the decrease in operating income margin between years is due to the impact of the Acquired Businesses.

Total non-cash charges related to depreciation, amortization of intangible assets, and stock-based compensation expense included in the determination of operating income for the: (i) third quarter of 2008 and 2007 were $10.3 million and $11.3 million, respectively; and (ii) nine months ended September 30, 2008 and 2007 were $33.5 million and $30.5 million, respectively.

Interest and Investment Income, net. Interest and investment income, net for the: (i) third quarter of 2008 decreased $2.5 million, to $1.2 million, from $3.7 million for the third quarter of 2007; and (ii) nine months ended September 30, 2008 decreased $10.4 million, to $3.9 million, from $14.3 million. The decrease is due to the following: (i) a significant decrease in our cash and short-term investment balances between years as a result of our stock repurchase activity in 2007 and the purchase of the Acquired Businesses; and to a much lesser degree (ii) a decrease in the overall rate of return realized on investments between periods due to a deterioration in the interest rate environment.

As discussed in Note 10 to the Financial Statements, we will be required to adopt FASB Staff Position (“FSP”) No. APB 14-1, “Accounting for Convertible Debt Instruments That May Be Settled in Cash upon Conversion (Including Partial Cash Settlement)” effective January 1, 2009. The adoption of this FSP will impact how we account for our Convertible Debt Securities, which among other things, will increase the amount of interest expense related to our Convertible Debt Securities. We are currently in the process of quantifying the impact of this FSP. However, we expect the adoption of this FSP will significantly increase our interest expense, and thus, have a material impact on our results of operations. This FSP is not expected to have an impact on our cash flows as the recognition of the additional interest expense will be a non-cash expense.

 

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Income Tax Provision. The effective income tax rates for our continuing operations for the third quarter and nine months ended September 30, 2008 and 2007 are as follows:

 

Quarter Ended
September 30,
    Nine Months Ended
September 30,
 
2008     2007     2008     2007  
34 %   36 %   36 %   36 %

For the full year of 2008, we estimate that our overall effective income tax rate will be approximately 35%. This calculates to a fourth quarter effective tax rate of approximately 33%, with the reduction attributed to a full year of tax benefits being realized during the fourth quarter as a result of the R&D tax credit package passed by Congress in October 2008.

As of September 30, 2008, our $11.1 million of net deferred income tax assets represented 2.3% of total assets. We continue to believe that sufficient taxable income will be generated in the future in order to realize the benefit of these net deferred income tax assets. Our assumptions of future profitable operations are supported by our strong operating performances over the last several years.

Liquidity

Cash and Liquidity

As of September 30, 2008 our principal sources of liquidity included cash, cash equivalents, and short-term investments of $164.7 million, compared to $148.2 million as of June 30, 2008 and to $132.8 million as of December 31, 2007. We generally invest our excess cash balances in low-risk, short-term investments to limit our exposure to market risks. See Note 2 to our Condensed Consolidated Financial Statements for further information on our cash, cash equivalents, and short-term investments. We have ready access to all of our cash, cash equivalents, and short-term investment balances.

In addition to the above sources of liquidity, we also have a five-year, $100 million senior secured revolving credit facility (the “2004 Revolving Credit Facility”) with a syndicate of six U.S. financial institutions that expires in September 2009. The 2004 Revolving Credit Facility has a $40 million sub-facility for standby and commercial letters of credit and a $10 million sub-facility for same day advances. We have made no borrowings under the 2004 Revolving Credit Facility. Our ability to borrow under the 2004 Revolving Credit Facility is subject to a limitation of total indebtedness based upon the results of consolidated leverage and interest coverage ratio calculations, and a minimum liquidity requirement. As of September 30, 2008, we were in compliance with the financial ratios and other covenants of the 2004 Revolving Credit Facility, and had $99.5 million contractually available to us. However, one of the financial institutions, which is responsible for funding approximately 10% of the facility, has undergone recent financial challenges and it is unknown at this time whether those challenges would affect the financial institution’s ability or willingness to fund the facility.

 

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Cash Flows From Operating Activities

We calculate our cash flows from operating activities in accordance with GAAP, beginning with net income, adding back the impact of non-cash items (e.g., depreciation, amortization of intangible assets, stock-based compensation, etc.), and then factoring in the impact of changes in operating assets and liabilities. See our 2007 10-K for a description of the primary uses and sources of our cash flows from operating activities.

Our net cash flows from operating activities, broken out between operations and changes in operating assets and liabilities, for the indicated periods are as follows (in thousands):

 

     Operations    Changes in
Operating
Assets and
Liabilities
    Net Cash
Provided by
Operating
Activities –
Quarter Totals

Cash Flows from Operating Activities:

       

2007:

       

March 31

   $ 27,199    $ 8,464     $ 35,663

June 30

     28,217      (3,719 )     24,498

September 30

     28,404      7,266       35,670

December 31

     30,355      (10,807 )     19,548

2008:

       

March 31

     31,538      (10,686 )     20,852

June 30

     28,225      19,052       47,277

September 30

     30,440      (2,881 )     27,559

We believe the table presented above demonstrates our ability to consistently generate strong cash flows and the importance of managing our operating assets and liabilities. As the table above illustrates, the operations portion of our cash flows from operating activities remains relatively consistent between periods. The variations in our net cash provided by operating activities are almost entirely related to the changes in our operating assets and liabilities related to our operations (related mostly to normal fluctuations in timing at quarter-end for such things as client payments and changes in accrued expenses), and generally over longer periods of time, do not significantly impact our cash flows from operations.

 

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Significant fluctuations in key operating assets and liabilities between September 30, 2008 and December 31, 2007 that impacted our cash flows from operating activities are as follows:

Billed Trade Accounts Receivable

Management of our billed trade accounts receivable is important in maintaining strong quarterly cash flows from operating activities. Our billed trade accounts receivable balance includes billings for several non-revenue items for such things as postage, sales tax, and deferred revenue items. As a result, we evaluate our performance in collecting our accounts receivable through our calculation of days billings outstanding (“DBO”) rather than a typical days sales outstanding (“DSO”) calculation. DBO is calculated based on the billings for the period (including non-revenue items) divided by the average monthly net trade accounts receivable balance for the period.

Our gross and net billed trade accounts receivable and related allowance for doubtful accounts receivable (“Allowance”) as of the end of the indicated periods, and our DBO for the quarters then ended, are as follows (in thousands, except DBO):

 

Quarter Ended

   Gross    Allowance     Net Billed    DBO

2007:

          

March 31

   $ 104,677    $ (1,577 )   $ 103,100    63

June 30

     104,254      (1,619 )     102,635    61

September 30

     111,541      (1,589 )     109,952    60

December 31

     115,619      (1,487 )     114,132    59

2008:

          

March 31

     126,062      (1,476 )     124,586    59

June 30

     107,226      (1,557 )     105,669    59

September 30

     109,490      (1,594 )     107,896    55

The changes in our gross and net billed trade accounts receivable shown in the table above reflect the normal fluctuations in the timing of client payments made at quarter-end, as evidenced by our consistent DBO metric over the past several quarters.

Deferred Income Taxes

The net decrease of $9.0 million in total deferred income tax assets from $20.1 million as of December 31, 2007 to $11.1 million as of September 30, 2008 relates almost entirely to: (i) the timing differences for depreciable and amortizable assets; (ii) the utilization of net operating loss (NOL) carryforwards; and (iii) the increase in deferred tax liabilities related to our Convertible Debt Securities.

Cash Flows From Investing Activities

Our typical investing activities consist of purchases/sales of short-term investments, purchases of property and equipment, and investments in client contracts, which are discussed below. During the nine months ended September 30, 2008 our cash flows from investing activities also included the acquisition of DataProse.

Purchases/Sales of Short-term Investments. We generally invest our excess cash balances in low-risk, cash equivalents or short-term investments to limit our exposure to market risks. These cash equivalents and short-term investments are readily convertible back into cash. During the nine months ended September 30, 2008, we purchased $57.3 million and sold (or had mature) $22.2 million of short-term investments. We continually evaluate the appropriate mix of our investment of excess cash balances between cash equivalents and short-term investments in order to maximize our investment returns and will likely purchase and sell additional short-term investments in the future.

 

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Property and Equipment/Client Contracts. Our capital expenditures for the nine months ended September 30, 2008 and 2007 for property and equipment, and investments in client contracts, excluding the impact of any property and equipment and client contracts acquired in conjunction with a business acquisition, were as follows (in thousands):

 

     Nine Months Ended
September 30,
     2008    2007

Property and equipment

   $ 19,539    $ 12,386

Client contracts

     3,277      6,914

The property and equipment expenditures during the first nine months of 2008 consisted principally of statement production equipment, computer hardware and related equipment, and facilities and internal infrastructure items.

The investments in client contracts for the first nine months of 2008 and 2007 relate to client incentive payments ($1.8 million and $5.9 million respectively) and the deferral of costs related to conversion/set-up services provided under long-term processing contracts ($1.5 million and $1.0 million, respectively).

Cash Flows From Financing Activities

Our financing activities typically consist of activities with our common stock.

Repurchase of Common Stock. During the first nine months of 2007, we repurchased 10.4 million shares of our common stock under the guidelines of the Stock Repurchase Program for $252.6 million. We made no comparable share repurchases during the first nine months of 2008. In addition, outside of the Stock Repurchase Program, during the first nine months of 2008 and 2007, we repurchased from our employees and then cancelled approximately 133,000 shares and 130,000 shares of our common stock for $1.7 million and $3.3 million, respectively, in connection with minimum tax withholding requirements resulting from the vesting of restricted stock under our stock incentive plans.

Capital Resources

As of September 30, 2008, we had $164.7 million of cash, cash equivalents and short-term investments available to fund our operations, and we expect to generate additional cash during the remainder of 2008. The following are the key items to consider in assessing our sources and uses of capital resources:

 

   

Acquisitions. On April 30, 2008, we acquired 100% of the voting equity interests of DataProse, a privately-held provider of statement processing and direct mail services headquartered in Oxnard, California for $37.7 million in net cash at close. In September 2008, we accrued a working capital adjustment of $0.9 million upon completion of a balance sheet audit and paid the working capital adjustment in October 2008. The acquisition was funded from currently available cash.

As discussed in Note 6 to the Financial Statements, we have contingent purchase price payments open as of September 30, 2008 related to our August 2007 acquisition of Prairie. The rights to the contingent purchase price payments of up to $6.0 million go through December 31, 2009, and relate to the achievement of certain operating criteria. In addition, during the second quarter of 2008, we accrued a liability for $3.0 million related to contingent purchase price payments (related to revenue earn outs) associated with the March 2006 acquisition of Telution. The $3.0 million is being paid out in four equal quarterly installments beginning in July 2008 and ending in April 2009.

 

   

Stock Repurchase Program. As of September 30, 2008, we have 1.2 million remaining shares authorized for repurchase under the Stock Repurchase Program. During the nine months ended September 30, 2008, we have not repurchased any shares of our common stock under our Stock Repurchase Program.

 

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Purchases of Property and Equipment. During the nine months ended September 30, 2008, we spent $19.5 million on property and equipment. At this time, we expect our full year 2008 capital expenditures to be approximately $25 million. As of September 30, 2008, we have made no significant capital expenditure commitments.

 

   

Convertible Debt Securities. Our Convertible Debt Securities bear interest at a rate of 2.5% per annum, which is payable semiannually in arrears on June 15 and December 15 of each year. Refer to our 2007 10-K for additional disclosures related to the Convertible Debt Securities, to include the call and put features beginning in June 2011, and the contingent conversion features under which the holders of the Convertible Debt Securities can convert their securities. As of September 30, 2008, none of the contingent conversion features have been achieved, and thus, the Convertible Debt Securities are not convertible by the holders.

Upon conversion of the Convertible Debt Securities, we will settle our conversion obligation as follows: (i) we will pay cash for 100% of the $230 million principal amount of the Convertible Debt Securities; and (ii) to the extent our conversion obligation exceeds the principal amount, we will satisfy the remaining conversion obligation in our common stock, cash or any combination of our common stock and cash.

We do not expect any of the conversion triggers to occur during the next 12 months. As a result, in the near-term, we expect our annual debt service costs related to the Convertible Debt Securities to be approximately $6 million.

 

   

2004 Revolving Credit Facility. As of September 30, 2008, we had made no borrowings under the 2004 Revolving Credit Facility. Refer to our 2007 10-K for additional disclosures related to the 2004 Revolving Credit Facility, to include the requirement to maintain certain financial ratios and the interest rates for borrowings. We pay a quarterly commitment fee on the unused portion of the 2004 Revolving Credit Facility. This commitment fee rate is dependent on our leverage ratio and ranges from 25 to 50 basis points per annum. As of September 30, 2008, the commitment fee rate was 37.5 basis points per annum, resulting in minimum commitment fee payments totaling $0.4 million per year. The 2004 Revolving Credit Facility expires in September 2009. As of September 30, 2008, due to an outstanding irrevocable letter of credit of $0.5 million, we had $99.5 million of the 2004 Revolving Credit Facility contractually available to us. However, a financial institution that is responsible for funding approximately 10% of the total facility has undergone recent financial challenges, and it is unknown at this time whether those challenges would affect the financial institution’s ability or willingness to fund the facility.

In summary, we expect to continue to make investments in client contracts, capital equipment, and R&D. We will continue to evaluate the possibility of repurchasing our public securities in the future. In addition, as part of our growth strategy, we are continually evaluating potential business and asset acquisitions, and investments in market share expansion with our existing and potential new clients. We believe that: (i) our current cash, cash equivalents and short-term investments balance, together with cash expected to be generated from future operating activities; (ii) the amount available under the 2004 Revolving Credit Facility; and (iii) other possible sources of additional debt that may be available to us, will be sufficient to meet our anticipated cash requirements for at least the next 12 months.

Ratio of Earnings to Fixed Charges

The ratio of earnings to fixed charges is computed by dividing fixed charges into earnings. “Earnings” is defined as income before income taxes, plus fixed charges. “Fixed charges” consist of interest expense (including the amortization of deferred financing costs) and the estimated interest component of rental expense. Our consolidated ratio of earnings to fixed charges for the nine months ended September 30, 2008, was 8.76:1.00. See Exhibit 12.10 to this document for information regarding the calculation of our ratio of earnings to fixed charges.

 

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Item 3. Quantitative and Qualitative Disclosures About Market Risk

As discussed in our 2007 10-K, we are exposed to market risks related to changes in interest rates, and fluctuations and changes in the market value of our cash equivalents and short-term investments. We have not historically entered into derivatives or other financial instruments for trading or speculative purposes.

Interest Rate Risk

Market Risk Related to Long-Term Debt. We are exposed to interest rate risk related to long-term debt from two sources: our Convertible Debt Securities and our 2004 Revolving Credit Facility.

The interest rate on the Convertible Debt Securities is fixed, and thus, as it relates to our borrowings under the Convertible Debt Securities, we are not exposed to changes in interest rates. Commencing on June 15, 2011, in any six-month interest period where the average trading price of the Convertible Debt Securities immediately preceding that six-month interest period equals 120% or more of the principal amount of the Convertible Debt Securities, we will pay contingent interest equal to 0.25% of that average trading price.

The interest rate for borrowings under the 2004 Revolving Credit Facility, except for same day advances, is chosen at our option, and is based upon a base rate or adjusted LIBOR rate, plus an applicable margin. The base rate represents the higher of a floating prime rate and a floating rate equal to 50 basis points in excess of the Federal Funds Effective Rate. The interest rate for same day advances is based upon base rate, plus an applicable margin. The applicable margins are dependent on our leverage ratio, as defined, and range from zero to 100 basis points for base rate loans and 125 to 225 basis points for LIBOR loans. As of September 30, 2008, we had made no borrowings under the 2004 Revolving Credit Facility.

Market Risk Related to Cash Equivalents and Short-term Investments. Our cash and cash equivalents as of September 30, 2008, and December 31, 2007 were $120.0 million and $123.4 million, respectively. Our cash balances are typically “swept” into overnight money market accounts on a daily basis, and excess funds are invested in low-risk, somewhat longer term, cash equivalent instruments and short-term investments. We have minimal market risk for our cash equivalents due to the relatively short maturities of the instruments.

Our short-term investments as of September 30, 2008 and December 31, 2007 were $44.8 million and $9.4 million, respectively. The day-to-day management of our cash equivalents and short-term investments is performed by two large financial institutions in the U.S., using strict and formal investment guidelines approved by our Board of Directors. Under these guidelines, short-term investments are limited to certain acceptable investments with: (i) a maximum maturity, (ii) a maximum concentration and diversification; and (iii) a minimum acceptable credit quality. At this time, we believe we have minimal liquidity risk associated with the short-term investments included in our portfolio.

We do not utilize any derivative financial instruments for purposes of managing our market risks related to interest rate risk.

 

Item 4. Controls and Procedures

(a) Disclosure Controls and Procedures

As required by Rule 13a-15(b), our management, including the Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), conducted an evaluation as of the end of the period covered by this report of the effectiveness of our disclosure controls and procedures as defined in Rule 13a-15(e). Based on that evaluation, the CEO and CFO concluded that our disclosure controls and procedures were effective as of the end of the period covered by this report.

(b) Internal Control Over Financial Reporting

As required by Rule 13a-15(d), our management, including the CEO and CFO, also conducted an evaluation of our internal control over financial reporting, as defined by Rule 13a-15(f), to determine whether any changes occurred during the quarter covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Based on that evaluation, the CEO and CFO concluded that there has been no such change during the quarter covered by this report.

 

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CSG SYSTEMS INTERNATIONAL, INC.

PART II. OTHER INFORMATION

 

Item 1. Legal Proceedings

From time-to-time, we are involved in litigation relating to claims arising out of our operations in the normal course of business. We are not presently a party to any material pending or threatened legal proceedings.

 

Item 1A. Risk Factors

We or our representatives from time-to-time may make or may have made certain forward-looking statements, whether orally or in writing, including without limitation, any such statements made or to be made in MD&A contained in our various SEC filings or orally in conferences or teleconferences. We wish to ensure that such statements are accompanied by meaningful cautionary statements, so as to ensure, to the fullest extent possible, the protections of the safe harbor established in the Private Securities Litigation Reform Act of 1995.

Accordingly, the forward-looking statements are qualified in their entirety by reference to and are accompanied by the following meaningful cautionary statements identifying certain important risk factors that could cause actual results to differ materially from those in such forward-looking statements. This list of risk factors is likely not exhaustive. We operate in a rapidly changing and evolving market involving the North American communications industry (e.g., bundled multi-channel video, Internet, voice and IP-based services), and new risk factors will likely emerge. Management cannot predict all of the important risk factors, nor can it assess the impact, if any, of such risk factors on our business or the extent to which any risk factor, or combination of risk factors, may cause actual results to differ materially from those in any forward-looking statements. Accordingly, there can be no assurance that forward-looking statements will be accurate indicators of future actual results, and it is likely that actual results will differ from results projected in forward-looking statements and that such differences may be material.

We Derive a Significant Portion of Our Revenues From a Limited Number of Clients, and the Loss of the Business of a Significant Client Would Materially Adversely Affect Our Financial Condition and Results of Operations.

The North American communications industry has experienced significant consolidation over the last few years, resulting in a large percentage of the market being served by a limited number of service providers with greater size and scale. Consistent with this market concentration, a large percentage of our revenues are generated from a limited number of clients, with approximately two-thirds of our revenues being generated from our four largest clients, which are (in order of size) Comcast, DISH, Time Warner, and Charter. See the Significant Client Relationships section of MD&A in this Form 10-Q and in the 2007 Form 10-K for key renewal dates and a brief summary of our business relationship with these clients.

There are inherent risks whenever a large percentage of total revenues are concentrated with a limited number of clients. One such risk is that, should a significant client: (i) terminate or fail to renew their contracts with us, in whole or in part for any reason; (ii) significantly reduce the number of customer accounts processed on our systems, the price paid for our services, or the scope of services that we provide; or (iii) experience significant financial or operating difficulties, it could have a material adverse effect on our financial condition and results of operations.

Our industry is highly competitive, and the possibility that a major client may move all or a portion of its customers to a competitor has increased. While our clients may incur some costs in switching to our competitors, they may do so for a variety of reasons, including: (i) if we do not maintain favorable relationships; (ii) if we do not provide satisfactory services and products; or (iii) for reasons associated with price.

 

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The Current Economic Environment Could Adversely Impact Our Business.

In recent months, the U.S. has experienced a significant economic downturn and difficulties within the financial and credit markets, and these adverse economic conditions are predicted to continue into the foreseeable future. The possible adverse impacts to companies during these times include a reduction in revenues, decreasing profits and cash flows, distressed or default debt conditions, and/or difficulties in obtaining necessary operating capital. Because of the severity and the far-reaching impacts of the situation, all companies could be adversely affected by the current economic conditions to a certain degree, including CSG and its clients. There can be no assurances regarding the performance of our business, and the potential impact to our clients and the markets they serve, resulting from the current economic conditions.

A Reduction in Demand for Our Key Customer Care and Billing Products and Services Could Have a Material Adverse Effect on Our Financial Condition and Results of Operations.

Historically, a substantial percentage of our total revenues have been generated from our core outsourced processing product, ACP, and related products and services. These products and services are expected to continue to provide a large percentage of our total revenues in the foreseeable future. Any significant reduction in demand for ACP and related products and services could have a material adverse effect on our financial condition and results of operations.

We May Not Be Able to Respond to Rapid Technological Changes.

The market for customer care and billing systems is characterized by rapid changes in technology and is highly competitive with respect to the need for timely product innovations and new product introductions. As a result, we believe that our future success in sustaining and growing our revenues depends upon the continued market acceptance of our products, especially ACP, and our ability to continuously adapt, modify, maintain, and operate our products to address the increasingly complex and evolving needs of our clients, without sacrificing the reliability or quality of the products. In addition, the market is demanding that our products have greater architectural flexibility and interoperability with other computer systems, and that we are able to meet the demands for technological advancements to our products and services at a greater pace. Attempts to meet these demands subjects our R&D efforts to greater risks.

As a result, substantial R&D will be required to maintain the competitiveness of our products and services in the market. Technical problems may arise in developing, maintaining and operating our products and services as the complexities are increased. Development projects can be lengthy and costly, and may be subject to changing requirements, programming difficulties, a shortage of qualified personnel, and/or unforeseen factors which can result in delays. In addition, we may be responsible for the implementation of new products and/or the migration of clients to new products, and depending upon the specific product, we may also be responsible for operations of the product.

There is an inherent risk in the successful development, implementation, migration, and operations of our products and services as the technological complexities, and the pace at which we must deliver these products and services to market, continue to increase. The risk of making an error that causes significant operational disruption to a client increases proportionately with the frequency and complexity of changes to our products and services. There can be no assurance: (i) of continued market acceptance of our products and services; (ii) that we will be successful in the development of product enhancements or new products that respond to technological advances or changing client needs at the pace the market demands; or (iii) that we will be successful in supporting the implementation, migration and/or operations of product enhancements or new products.

Our Business is Highly Dependent on the North American Cable and DBS Industries.

We have historically generated a significant portion of our revenues by providing products and services to clients in the North American cable and DBS industries. A decrease in the number of customers served by our clients, an adverse change in the economic condition of these industries, and/or changing consumer demand for services could have a material adverse effect on our results of operations. Additionally, a significant portion of our historical growth has come from our support of clients’ expansion into new lines of business, such as high-speed Internet and VoIP. There can be no assurance that our current and potential clients will be successful in expanding into new segments of the converging North American communications industry. Even if major forays into new markets by our current or potential clients are successful, we may be unable to meet the special billing and customer interaction management needs of those markets.

Our clients operate in a highly competitive environment. It is widely anticipated that traditional wireline and wireless telephone service providers, and others, will continue their aggressive pursuit of providing convergent services, including residential video, a market historically dominated by our clients. Should these alternative service providers be successful in their video strategies, it could threaten our clients’ market share, and thus our source of revenues, as generally speaking these companies do not use our core products and services and there can be no assurance that new entrants will become our clients.

 

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The Consolidation of the North American Cable and DBS Industries May Have a Material Adverse Effect on Our Results of Operations.

The North American cable and DBS industries may continue to be subject to significant ownership changes. One facet of these changes is that consolidation by and among our core client base, the cable and DBS providers, as well as new entrants such as the traditional wireline and wireless carriers, will decrease the potential number of buyers for our products and services. Should these consolidations result in a concentration of customer accounts being owned by companies with whom we do not have a relationship, or with whom competitors are entrenched, we could be subject to the risk that subscribers will be moved off of our systems and onto a competitor’s system, thereby having a material adverse effect on our results of operations. Furthermore, movement of our clients’ customers from our systems to a competitor’s system as a result of regionalization strategies by our clients could have a material adverse affect on our operations. Finally, as the result of the consolidations, our current and potential clients may choose to use their size and scale to exercise more severe pressure on pricing negotiations.

We Face Significant Competition in Our Industry.

The market for our products and services is highly competitive. We directly compete with both independent providers of products and services and in-house systems developed by existing and potential clients. In addition, some independent providers are entering into strategic alliances with other independent providers, resulting in either new competitors, or competitors with greater resources. Many of our current and potential competitors have significantly greater financial, marketing, technical, and other competitive resources than our company, many with significant and well-established domestic and international operations. There can be no assurance that we will be able to compete successfully with our existing competitors or with new competitors.

Client Bankruptcies Could Adversely Affect Our Business, and Any Accounting Reserves We Have Established May Not Be Sufficient.

In the past, certain of our clients have filed for bankruptcy protection. As a result of the current economic conditions, the inherent risk of a client bankruptcy is heightened. Companies involved in bankruptcy proceedings pose greater financial risks to us, consisting principally of possible claims of preferential payments for certain amounts paid to us prior to the bankruptcy filing date, as well as increased collectibility risk for accounts receivable, particularly those accounts receivable that relate to periods prior to the bankruptcy filing date. We consider such risks in assessing our revenue recognition and the collectibility of accounts receivable related to our clients that have filed for bankruptcy protection, and for those clients that are seriously threatened with a possible bankruptcy filing. We establish accounting reserves for our estimated exposure on these items. However, there can be no assurance that our accounting reserves related to this exposure will be adequate. Should any of the factors considered in determining the adequacy of the overall reserves change adversely, an adjustment to the accounting reserves may be necessary. Because of the potential significance of this exposure, such an adjustment could be material.

 

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We May Incur Additional Material Restructuring Charges in the Future.

In the past, we have recorded restructuring charges related to involuntary employee terminations, various facility abandonments, and various other restructuring activities. The accounting for facility abandonments requires highly subjective judgments in determining the proper accounting treatment for such matters. We continually evaluate our assumptions, and adjust the related restructuring reserves based on the revised assumptions at that time. Moreover, we continually evaluate ways to reduce our operating expenses through new restructuring opportunities, including more effective utilization of our assets, workforce and operating facilities. As a result, there is a risk that we may incur additional material restructuring charges in the future.

Failure to Attract and Retain Our Key Management and Other Highly Skilled Personnel Could Have a Material Adverse Effect on Our Business.

Our future success depends in large part on the continued service of our key management, sales, product development, and operational personnel. We believe that our future success also depends on our ability to attract and retain highly skilled technical, managerial, operational, and marketing personnel, including, in particular, personnel in the areas of R&D and technical support. Competition for qualified personnel at times can be intense, particularly in the areas of R&D, conversions, software implementations, and technical support. For these reasons, we may not be successful in attracting and retaining the personnel we require, which could have a material adverse effect on our ability to meet our commitments and new product delivery objectives.

We May Not Be Successful in the Integration of Our Acquisitions.

As part of our growth strategy, we seek to acquire assets, technology, and businesses which will provide the technology and technical personnel to expedite our product development efforts, provide complementary products or services, or provide access to new markets and clients.

Acquisitions involve a number of risks and difficulties, including: (i) expansion into new markets and business ventures; (ii) the requirement to understand local business practices; (iii) the diversion of management’s attention to the assimilation of acquired operations and personnel; and (iv) potential adverse effects on a company’s operating results for various reasons, including, but not limited to, the following items: (a) the inability to achieve financial targets; (b) the inability to achieve certain operating goals and synergies; (c) charges related to purchased in-process R&D projects; (d) costs incurred to exit current or acquired contracts or activities; (e) costs incurred to service any acquisition debt; and (f) the amortization or impairment of intangible assets.

Due to the multiple risks and difficulties associated with any acquisition, there can be no assurance that we will be successful in achieving our expected strategic, operating, and financial goals for any such acquisition.

Failure to Protect Our Proprietary Intellectual Property Rights Could Have a Material Adverse Effect on Our Financial Condition and Results of Operations.

We rely on a combination of trade secret and copyright laws, nondisclosure agreements, and other contractual and technical measures to protect our proprietary rights in our products. We also hold a limited number of patents on some of our newer products, but do not rely upon patents as a primary means of protecting our rights in our intellectual property. There can be no assurance that these provisions will be adequate to protect our proprietary rights. Although we believe that our intellectual property rights do not infringe upon the proprietary rights of third parties, there can be no assurance that third parties will not assert infringement claims against us or our clients.

We continually assess whether there are any risks to our intellectual property rights. Should these risks be improperly assessed or if for any reason should our right to develop, produce and distribute our products be successfully challenged or be significantly curtailed, it could have a material adverse effect on our financial condition and results of operations.

 

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The Delivery of Our Products and Services is Dependent on a Variety of Computing Environments and Communications Networks, Which May Not Be Available or May Be Subject to Security Attacks.

Our products and services are generally delivered through a variety of computing environments operated by us, which we will collectively refer to herein as “Systems.” We provide such computing environments through both outsourced arrangements, such as our current data processing arrangement with FDC, as well as internally operating numerous distributed servers in geographically dispersed environments. The end users are connected to our Systems through a variety of public and private communications networks, which we will collectively refer to herein as “Networks.” Our products and services are generally considered to be mission critical customer management systems by our clients. As a result, our clients are highly dependent upon the availability and uncompromised security of our Networks and Systems to conduct their business operations.

Our Networks and Systems are subject to the risk of an extended interruption or outage due to many factors such as: (i) planned changes to our Systems and Networks for such things as scheduled maintenance and technology upgrades, or migrations to other technologies, service providers, or physical location of hardware; (ii) human and machine error; (iii) acts of nature; and (iv) intentional, unauthorized attacks from computer “hackers.” In addition, we continue to expand our use of the Internet with our product offerings thereby permitting, for example, our clients’ customers to use the Internet to review account balances, order services or execute similar account management functions. Allowing access to our Networks and Systems via the Internet has the potential to increase their vulnerability to unauthorized access and corruption, as well as increasing the dependency of our Systems’ reliability on the availability and performance of the Internet and end users’ infrastructure they obtain through other third party providers.

As a means to mitigate certain risks in this area of our business, we have done the following: (i) established policies and procedures related to planned changes to our Systems and Networks; (ii) implemented a business continuity plan, to include testing certain aspects of this plan on a periodic basis; and (iii) implemented a security and data privacy program (utilizing ISO 17799 as a guideline) designed to mitigate the risk of an unauthorized access to the Networks and Systems primarily through the use of network firewalls, procedural controls, intrusion detection systems and antivirus applications. In addition, we undergo periodic security reviews of certain aspects of our Networks and Systems by independent parties.

The method, manner, cause and timing of an extended interruption or outage in our Networks or Systems are impossible to predict. As a result, there can be no assurances that our Networks and Systems will not fail, or that our business continuity plans will adequately mitigate all damages incurred as a consequence. Should our Networks or Systems: (i) experience an extended interruption or outage, (ii) have their security breached, or (iii) have their data lost, corrupted or otherwise compromised, it would impede our ability to meet product and service delivery obligations, and likely have an immediate impact to the business operations of our clients. This would most likely result in an immediate loss to us of revenue or increase in expense, as well as damaging our reputation. Any of these events could have both an immediate, negative impact upon our financial condition and our short-term revenue and profit expectations, as well as our long-term ability to attract and retain new clients.

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

The following table presents information with respect to purchases of company common stock made during the third quarter of 2008 by CSG Systems International, Inc. or any “affiliated purchaser” of CSG Systems International, Inc., as defined in Rule 10b-18(a)(3) under the Exchange Act.

 

Period

   Total
Number of
Shares
Purchased2
   Average
Price Paid
Per Share
   Total Number of
Shares Purchased
as Part of Publicly
Announced Plans
or Programs
   Maximum
Number (or
Approximate
Dollar Value) of
Shares that May
Yet Be Purchased
Under the Plan or
Programs1

July 1 – July 31

   5,629    $ 13.34    —      1,204,096

August 1 – August 31

   12,424      19.33    —      1,204,096

September 1 – September 30

   3,616      16.99    —      1,204,096
                   

Total

   21,669    $ 17.39    —     
                   

 

1

Our Board of Directors have authorized us to repurchase up to 30 million shares of our common stock under the Stock Repurchase Program. The Stock Repurchase Program does not have an expiration date.

 

2

The total number of shares purchased that are not part of the Stock Repurchase Program represents shares purchased and cancelled in connection with stock incentive plans.

 

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Item 3. Defaults Upon Senior Securities

None

 

Item 4. Submission of Matters to a Vote of Security Holders

None

 

Item 5. Other Information

None

 

Item 6. Exhibits

The Exhibits filed or incorporated by reference herewith are as specified in the Exhibit Index.

 

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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 thereunto duly authorized.

Dated: November 7, 2008

 

CSG SYSTEMS INTERNATIONAL, INC.
/s/ Peter E. Kalan
Peter E. Kalan
Chief Executive Officer and President
(Principal Executive Officer)
/s/ Randy R. Wiese
Randy R. Wiese
Executive Vice President, Chief Financial Officer, and Chief Accounting Officer
(Principal Financial Officer and Principal Accounting Officer)

 

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CSG SYSTEMS INTERNATIONAL, INC.

INDEX TO EXHIBITS

 

Exhibit
Number

  

Description

10.21*   

CSG Master Subscriber Management System Agreement Between

CSG Systems, Inc. and Comcast Cable Communications Management, LLC

10.22D*    Ninth Amendment to CSG Master Subscriber Management Agreement between CSG Systems, Inc. and DISH Network L.L.C.
10.39    CSG Systems, Inc. Wealth Accumulation Plan, as amended August 15, 2008
10.46A    First Amendment to Restated Employment Agreement with Robert M. Scott, dated August 19, 2008
10.47A    First Amendment to Restated Employment Agreement with Randy R. Wiese, dated August 19, 2008
10.48A    First Amendment to Restated Employment Agreement with Peter E. Kalan, dated August 19, 2008
10.49A    First Amendment to Restated Employment Agreement with Joseph T. Ruble, dated August 19, 2008
10.81    Forms of Agreement for Equity Compensation
12.10    Statement regarding computation of Ratio of Earnings to Fixed Charges
31.01    Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.02    Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.01    Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 

* Portions of the exhibit have been omitted pursuant to an application for confidential treatment, and the omitted portions have been filed separately with the Commission.

 

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