ACI WORLDWIDE, INC. 10-Q

ITEM 1. FINANCIAL STATEMENTS ACI WORLDWIDE, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited and in thousands, except share and per share amounts) September 30, 2020 December 31, 2019 ASSETS Current assets Cash and cash equivalents $ 133,845 $ 121,398 Receivables, net of allowances of $ 3,517 and $ 5,149 , respectively 309,496 359,197 Settlement assets 376,382 391,039 Prepaid expenses 25,913 24,542 Other current assets 24,695 24,200 Total current assets 870,331 920,376 Noncurrent assets Accrued receivables, net 205,885 213,041 Property and equipment, net 67,028 70,380 Operating lease right-of-use assets 47,017 57,382 Software, net 204,239 234,517 Goodwill 1,280,226 1,280,525 Intangible assets, net 328,257 356,969 Deferred income taxes, net 60,397 51,611 Other noncurrent assets 69,054 72,733 TOTAL ASSETS $ 3,132,434 $ 3,257,534 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities Accounts payable $ 38,932 $ 37,010 Settlement liabilities 349,510 368,719 Employee compensation 42,638 29,318 Current portion of long-term debt 34,236 34,148 Deferred revenue 59,414 65,784 Other current liabilities 65,452 76,971 Total current liabilities 590,182 611,950 Noncurrent liabilities Deferred revenue 71,870 53,155 Long-term debt 1,234,319 1,339,007 Deferred income taxes, net 27,270 32,053 Operating lease liabilities 39,952 46,766 Other noncurrent liabilities 45,997 44,635 Total liabilities 2,009,590 2,127,566 Commitments and contingencies Stockholders’ equity Preferred stock; $ 0.01 par value; 5,000,000 shares authorized; no shares issued at September 30, 2020, and December 31, 2019 — — Common stock; $ 0.005 par value; 280,000,000 shares authorized; 140,525,055 shares issued at September 30, 2020, and December 31, 2019 702 702 Additional paid-in capital 675,941 667,658 Retained earnings 936,344 930,830 Treasury stock, at cost, 23,794,109 and 24,538,703 shares at September 30, 2020, and December 31, 2019, respectively ( 393,651 ) ( 377,639 ) Accumulated other comprehensive loss ( 96,492 ) ( 91,583 ) Total stockholders’ equity 1,122,844 1,129,968 TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ 3,132,434 $ 3,257,534 The accompanying notes are an integral part of the condensed consolidated financial statements. 3 Table of contents ACI WORLDWIDE, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited and in thousands, except per share amounts) Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Revenues Software as a service and platform as a service $ 190,369 $ 192,952 $ 563,892 $ 474,008 License 56,773 92,058 135,038 165,677 Maintenance 53,049 52,638 159,078 159,671 Services 15,692 17,253 49,270 59,018 Total revenues 315,883 354,901 907,278 858,374 Operating expenses Cost of revenue (1) 158,579 174,168 471,762 444,349 Research and development 33,573 36,543 108,175 111,972 Selling and marketing 22,154 30,417 76,692 92,809 General and administrative 37,000 27,286 102,684 108,122 Depreciation and amortization 33,395 31,169 98,928 79,779 Total operating expenses 284,701 299,583 858,241 837,031 Operating income 31,182 55,318 49,037 21,343 Other income (expense) Interest expense ( 12,925 ) ( 18,987 ) ( 44,238 ) ( 45,924 ) Interest income 2,927 2,988 8,781 9,018 Other, net 1,356 ( 2,369 ) ( 6,361 ) ( 2,879 ) Total other income (expense) ( 8,642 ) ( 18,368 ) ( 41,818 ) ( 39,785 ) Income (loss) before income taxes 22,540 36,950 7,219 ( 18,442 ) Income tax expense (benefit) 6,674 5,136 1,705 ( 30,018 ) Net income $ 15,866 $ 31,814 $ 5,514 $ 11,576 Income per common share Basic $ 0.14 $ 0.27 $ 0.05 $ 0.10 Diluted $ 0.13 $ 0.27 $ 0.05 $ 0.10 Weighted average common shares outstanding Basic 116,558 116,169 116,217 116,337 Diluted 117,804 118,307 117,644 118,460 (1) The cost of revenue excludes charges for depreciation but includes amortization of purchased and developed software for resale. The accompanying notes are an integral part of the condensed consolidated financial statements. 4 Table of contents ACI WORLDWIDE, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (unaudited and in thousands) Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Net income $ 15,866 $ 31,814 $ 5,514 $ 11,576 Other comprehensive income (loss): Foreign currency translation adjustments 1,842 ( 1,610 ) ( 4,909 ) ( 2,019 ) Total other comprehensive income (loss) 1,842 ( 1,610 ) ( 4,909 ) ( 2,019 ) Comprehensive income $ 17,708 $ 30,204 $ 605 $ 9,557 The accompanying notes are an integral part of the condensed consolidated financial statements. 5 Table of contents ACI WORLDWIDE, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (unaudited and in thousands, except share amounts) Three Months Ended September 30, 2020 Common Stock Additional Paid-in Capital Retained Earnings Treasury Stock Accumulated Other Comprehensive Loss Total Balance as of June 30, 2020 $ 702 $ 667,554 $ 920,478 $ ( 399,663 ) $ ( 98,334 ) $ 1,090,737 Net income — — 15,866 — — 15,866 Other comprehensive income — — — — 1,842 1,842 Stock-based compensation — 8,061 — — — 8,061 Shares issued and forfeited, net, under stock plans — 326 — 6,038 — 6,364 Repurchase of stock-based compensation awards for tax withholdings — — — ( 26 ) — ( 26 ) Balance as of September 30, 2020 $ 702 $ 675,941 $ 936,344 $ ( 393,651 ) $ ( 96,492 ) $ 1,122,844 Three Months Ended September 30, 2019 Common Stock Additional Paid-in Capital Retained Earnings Treasury Stock Accumulated Other Comprehensive Loss Total Balance as of June 30, 2019 $ 702 $ 650,797 $ 843,530 $ ( 349,426 ) $ ( 93,026 ) $ 1,052,577 Net income — — 31,814 — — 31,814 Other comprehensive loss — — — — ( 1,610 ) ( 1,610 ) Stock-based compensation — 9,371 — — — 9,371 Shares issued and forfeited, net, under stock plans — 485 — 1,299 — 1,784 Repurchase of 1,204,300 shares of common stock — — — ( 34,986 ) — ( 34,986 ) Repurchase of stock-based compensation awards for tax withholdings — — — ( 13 ) — ( 13 ) Balance as of September 30, 2019 $ 702 $ 660,653 $ 875,344 $ ( 383,126 ) $ ( 94,636 ) $ 1,058,937 The accompanying notes are an integral part of the condensed consolidated financial statements. 6 Table of contents ACI WORLDWIDE, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (unaudited and in thousands, except share amounts) Nine Months Ended September 30, 2020 Common Stock Additional Paid-in Capital Retained Earnings Treasury Stock Accumulated Other Comprehensive Loss Total Balance as of December 31, 2019 $ 702 $ 667,658 $ 930,830 $ ( 377,639 ) $ ( 91,583 ) $ 1,129,968 Net income — — 5,514 — — 5,514 Other comprehensive loss — — — — ( 4,909 ) ( 4,909 ) Stock-based compensation — 22,943 — — — 22,943 Shares issued and forfeited, net, under stock plans — ( 14,660 ) — 24,019 — 9,359 Repurchase of 1,000,000 shares of common stock — — — ( 28,881 ) — ( 28,881 ) Repurchase of stock-based compensation awards for tax withholdings — — — ( 11,150 ) — ( 11,150 ) Balance as of September 30, 2020 $ 702 $ 675,941 $ 936,344 $ ( 393,651 ) $ ( 96,492 ) $ 1,122,844 Nine Months Ended September 30, 2019 Common Stock Additional Paid-in Capital Retained Earnings Treasury Stock Accumulated Other Comprehensive Loss Total Balance as of December 31, 2018 $ 702 $ 632,235 $ 863,768 $ ( 355,857 ) $ ( 92,617 ) $ 1,048,231 Net income — — 11,576 — — 11,576 Other comprehensive loss — — — — ( 2,019 ) ( 2,019 ) Stock-based compensation — 30,328 — — — 30,328 Shares issued and forfeited, net, under stock plans — ( 1,910 ) — 11,170 — 9,260 Repurchase of 1,228,102 shares of common stock — — — ( 35,617 ) — ( 35,617 ) Repurchase of stock-based compensation awards for tax withholdings — — — ( 2,822 ) — ( 2,822 ) Balance as of September 30, 2019 $ 702 $ 660,653 $ 875,344 $ ( 383,126 ) $ ( 94,636 ) $ 1,058,937 The accompanying notes are an integral part of the condensed consolidated financial statements. 7 Table of contents ACI WORLDWIDE, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited and in thousands) Nine Months Ended September 30, 2020 2019 Cash flows from operating activities: Net income $ 5,514 $ 11,576 Adjustments to reconcile net income to net cash flows from operating activities: Depreciation 18,012 17,916 Amortization 86,992 70,627 Amortization of operating lease right-of-use assets 14,145 10,877 Amortization of deferred debt issuance costs 3,613 2,909 Deferred income taxes ( 10,540 ) ( 39,323 ) Stock-based compensation expense 22,943 30,328 Other 4,339 2,431 Changes in operating assets and liabilities, net of impact of acquisitions: Receivables 41,261 34,690 Accounts payable 1,680 ( 8,414 ) Accrued employee compensation 13,585 1,740 Current income taxes ( 2,595 ) ( 8,536 ) Deferred revenue 14,361 ( 17,735 ) Other current and noncurrent assets and liabilities ( 21,252 ) ( 20,148 ) Net cash flows from operating activities 192,058 88,938 Cash flows from investing activities: Purchases of property and equipment ( 14,091 ) ( 18,739 ) Purchases of software and distribution rights ( 21,556 ) ( 18,565 ) Acquisition of businesses, net of cash acquired — ( 757,268 ) Other — ( 18,474 ) Net cash flows from investing activities ( 35,647 ) ( 813,046 ) Cash flows from financing activities: Proceeds from issuance of common stock 2,853 2,662 Proceeds from exercises of stock options 6,518 6,677 Repurchase of stock-based compensation awards for tax withholdings ( 11,150 ) ( 2,822 ) Repurchases of common stock ( 28,881 ) ( 35,617 ) Proceeds from revolving credit facility 30,000 280,000 Repayment of revolving credit facility ( 109,000 ) ( 15,000 ) Proceeds from term portion of credit agreement — 500,000 Repayment of term portion of credit agreement ( 29,212 ) ( 19,162 ) Payments for debt issuance costs — ( 12,830 ) Payments on or proceeds from other debt, net ( 10,044 ) ( 8,209 ) Net cash flows from financing activities ( 148,916 ) 695,699 Effect of exchange rate fluctuations on cash 4,952 1,488 Net increase (decrease) in cash and cash equivalents 12,447 ( 26,921 ) Cash and cash equivalents, beginning of period 121,398 148,502 Cash and cash equivalents, end of period $ 133,845 $ 121,581 Supplemental cash flow information Income taxes paid $ 19,733 $ 21,205 Interest paid $ 46,489 $ 47,741 The accompanying notes are an integral part of the condensed consolidated financial statements. 8 Table of contents ACI WORLDWIDE, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) 1. Condensed Consolidated Financial Statements The unaudited condensed consolidated financial statements include the accounts of ACI Worldwide, Inc. and its wholly-owned subsidiaries (collectively, the “Company”). All intercompany balances and transactions have been eliminated. The condensed consolidated financial statements as of September 30, 2020, and for the three and nine months ended September 30, 2020 and 2019, are unaudited and reflect all adjustments of a normal recurring nature, which are, in the opinion of management, necessary for a fair presentation, in all material respects, of the financial position and operating results for the interim periods. The condensed consolidated balance sheet as of December 31, 2019, is derived from the audited financial statements. The condensed consolidated financial statements contained herein should be read in conjunction with the consolidated financial statements and notes thereto contained in the Company’s annual report on Form 10-K for the fiscal year ended December 31, 2019, filed on February 27, 2020. Results for the three and nine months ended September 30, 2020, are not necessarily indicative of results that may be attained in the future. The preparation of condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States (“U.S. GAAP”) requires management to make judgments, estimates, and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Risks and Uncertainties The Company is subject to risks and uncertainties as a result of the COVID-19 pandemic. The extent of the impact of the COVID-19 pandemic on the Company's business is highly uncertain and difficult to predict, as the response to the pandemic and available information continues to be evolving. The Company has experienced changes in volumes for certain Merchant and Biller customers and has received limited requests for extended payment terms under existing contracts. Furthermore, capital markets and economies worldwide have also been negatively impacted by the COVID-19 pandemic, and it is possible that it could cause a local and/or global economic recession. Such economic disruption could have a material adverse effect on our business as our customers curtail and reduce capital and overall spending. Policymakers around the globe have responded with fiscal policy actions to support the economy as a whole. The magnitude and overall effectiveness of these actions remains uncertain. The severity of the impact of the COVID-19 pandemic on the Company's business will depend on a number of factors, including, but not limited to, the duration and severity of the pandemic and the extent and severity of the impact on the Company's customers, all of which are uncertain and cannot be predicted. The Company's future results of operations and liquidity could be adversely impacted by delays in payments of outstanding receivable amounts beyond normal payment terms, uncertain demand, and the impact of any initiatives or programs that the Company may undertake to address financial and operations challenges faced by its customers. As of the date of issuance of these condensed consolidated financial statements, the extent to which the COVID-19 pandemic may materially impact the Company's financial condition, liquidity, or results of operations is uncertain. Other Current Liabilities The components of other current liabilities are included in the following table (in thousands): September 30, 2020 December 31, 2019 Operating lease liabilities $ 13,569 $ 15,049 Vendor financed licenses 13,270 9,667 Royalties payable 4,775 6,107 Accrued interest 3,065 9,212 Other 30,773 36,936 Total other current liabilities $ 65,452 $ 76,971 9 Table of contents Settlement Assets and Liabilities Individuals and businesses settle their obligations to the Company’s various Biller clients using credit or debit cards or via automated clearing house (“ACH”) payments. The Company creates a receivable for the amount due from the credit or debit card processor and an offsetting payable to the client. Upon confirmation that the funds have been received, the Company settles the obligation to the client. Due to timing, in some instances, the Company may (1) receive the funds into bank accounts controlled by and in the Company’s name that are not disbursed to its clients by the end of the day, resulting in a settlement deposit on the Company’s books and (2) disburse funds to its clients in advance of receiving funds from the credit or debit card processor, resulting in a net settlement receivable position. Off Balance Sheet Settlement Accounts The Company also enters into agreements with certain Biller clients to process payment funds on their behalf. When an ACH or automated teller machine network payment transaction is processed, a transaction is initiated to withdraw funds from the designated source account and deposit them into a settlement account, which is a trust account maintained for the benefit of the Company’s clients. A simultaneous transaction is initiated to transfer funds from the settlement account to the intended destination account. These “back to back” transactions are designed to settle at the same time, usually overnight, such that the Company receives the funds from the source at the same time as it sends the funds to their destination. However, due to the transactions being with various financial institutions there may be timing differences that result in float balances. These funds are maintained in accounts for the benefit of the client, which is separate from the Company’s corporate assets. As the Company does not take ownership of the funds, these settlement accounts are not included in the Company’s balance sheet. The Company is entitled to interest earned on the fund balances. The collection of interest on these settlement accounts is considered in the Company’s determination of its fee structure for clients and represents a portion of the payment for services performed by the Company. The amount of settlement funds as of September 30, 2020, and December 31, 2019, was $ 164.5 million and $ 274.0 million, respectively. Fair Value The fair value of the Company’s Credit Agreement approximates the carrying value due to the floating interest rate (Level 2 of the fair value hierarchy). The Company measures the fair value of its Senior Notes based on Level 2 inputs, which include quoted market prices and interest rate spreads of similar securities. The fair value of the Company’s 5.750 % Senior Notes due 2026 (“2026 Notes”) was $ 423.0 million and $ 432.0 million as of September 30, 2020, and December 31, 2019, respectively. The fair values of cash and cash equivalents approximate the carrying values due to the short period of time to maturity (Level 2 of the fair value hierarchy). Goodwill In accordance with the Accounting Standards Codification (“ASC”) 350, Intangibles – Goodwill and Other, the Company assesses goodwill for impairment annually during the fourth quarter of its fiscal year using October 1 balances or when there is evidence that events or changes in circumstances indicate that the carrying amount of the asset may not be recovered. The Company evaluates goodwill at the reporting unit level and has identified its reportable segments, ACI On Demand and ACI On Premise, as the reporting units. Changes in the carrying amount of goodwill attributable to each reporting unit during the nine months ended September 30, 2020, were as follows (in thousands): ACI On Demand ACI On Premise Total Gross Balance, prior to December 31, 2019 $ 554,617 $ 773,340 $ 1,327,957 Total impairment prior to December 31, 2019 — ( 47,432 ) ( 47,432 ) Balance, December 31, 2019 554,617 725,908 1,280,525 Goodwill from acquisitions (1) ( 299 ) — ( 299 ) Balance, September 30, 2020 $ 554,318 $ 725,908 $ 1,280,226 (1) Goodwill from acquisitions relates to adjustments in the goodwill recorded for the acquisition of E Commerce Group Products, Inc. ("ECG"), along with ECG's subsidiary, Speedpay, Inc. (collectively referred to as "Speedpay") and Walletron, Inc. ("Walletron"), as discussed in Note 3, Acquisition . 10 Table of contents Recoverability of goodwill is measured using a discounted cash flow valuation model incorporating discount rates commensurate with the risks involved. Use of a discounted cash flow model is common practice in impairment testing in the absence of available transactional market evidence to determine the fair value. The calculated fair value was substantially in excess of the current carrying value for all reporting units based upon the October 1, 2019, annual impairment test. Given the adverse economic and market conditions caused by the COVID-19 pandemic, the Company considered a variety of qualitative factors to determine if an additional quantitative impairment test was required subsequent to our annual impairment test. Based on a variety of factors, including the excess of the fair value over the carrying amount in the most recent impairment test, we determined that an additional quantitative impairment test was not required. Equity Method Investment On July 23, 2019, the Company invested $ 18.3 million for a 30 % non-controlling financial interest in a payment technology and services company in India. The Company accounted for this investment using the equity method in accordance with ASC 323, Investments - Equity Method and Joint Ventures . The Company records its share of earnings and losses in the investment on a one-quarter lag basis. Accordingly, the Company recorded an investment of $ 18.8 million and $ 18.5 million, which is included in other noncurrent assets in the condensed consolidated balance sheet as of September 30, 2020, and December 31, 2019, respectively. Name Change Effective January 1, 2020, Official Payments Corporation, a wholly owned subsidiary, changed its name to ACI Payments, Inc. An amended and restated certificate of incorporation was filed with the state of Delaware to reflect the change. The Official Payments Corporation name and corresponding trade name may continue to be used until all stationary and marketing materials are transitioned to ACI Payments, Inc. equivalents. New Accounting Standards Recently Adopted In June 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2016-13, Financial Instruments – Credit Losses: Measurement of Credit Losses on Financial Instruments, codified as ASC 326 . Subsequent amendments to the guidance were issued as follows: ASU 2018-19 in November 2018; ASU 2019-04 in April 2019; ASU 2019-05 in May 2019; ASU's 2019-10 and 2019-11 in November 2019; and ASU 2020-02 in February 2020. This ASU provides financial statement users with more decision-useful information about the expected credit losses on financial instruments and other commitments to extend credit held by a reporting entity at each reporting date. The amendments in ASU 2016-13 replace the incurred loss impairment methodology in current U.S. GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. The Company is required to use a forward-looking expected credit loss model for billed and accrued receivables. The Company adopted ASU 2016-13 as of January 1, 2020. The adoption of ASU 2016-13 did not have a material impact on the condensed consolidated financial statements. In February 2020, the FASB issued ASU 2020-03, Codification Improvements to Financial Instruments , which clarifies or improves various financial instruments topics in the accounting standards codification to increase stakeholder awareness. ASU 2020-03 was effective upon issuance and did not have a material impact on the condensed consolidated financial statements. In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting. The update provides optional guidance for a limited period of time to ease potential accounting impacts associated with transitioning away from reference rates that are expected to be discontinued, such as the London Interbank Offered Rate (“LIBOR”). This guidance includes optional expedients and exceptions for applying U.S. GAAP to transactions affected by reference rate reform if certain criteria are met. ASU 2020-04 is effective for all entities as of March 12, 2020, through December 31, 2022, when the reference rate replacement activity is expected to be completed. The adoption of ASU 2020-04 did not have an impact on the Company's condensed consolidated financial statements. Recently Issued Accounting Standards Not Yet Effective In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes , as part of its initiative to reduce complexity in accounting standards. The amendments in this update simplify the accounting for income taxes by removing certain exceptions within ASC 740, as well as clarify and simplify other aspects of the accounting for income taxes to promote consistency among reporting entities. ASU 2019-12 is effective for annual and interim periods beginning after December 15, 2020. The Company is currently assessing the impact the adoption of ASU 2019-12 will have on its condensed consolidated financial statements. 11 Table of contents 2. Revenue In accordance with ASC 606, Revenue From Contracts With Customers , revenue is recognized upon transfer of control of promised products and/or services to customers in an amount that reflects the consideration the Company expects to receive in exchange for those products and services. Revenue is recognized net of any taxes collected from customers and subsequently remitted to governmental authorities. See Note 10, Segment Information, for additional information, including disaggregation of revenue based on primary solution category and geographic location. Total receivables represent amounts billed and amounts earned that are to be billed in the future (i.e., accrued receivables). Included in accrued receivables are services, software as a service ("SaaS"), and platform as a service ("PaaS") revenues earned in the current period but billed in the following period, and amounts due under multi-year software license arrangements with extended payment terms for which the Company has an unconditional right to invoice and receive payment subsequent to invoicing. Total receivables, net is comprised of the following (in thousands): September 30, 2020 December 31, 2019 Billed receivables $ 168,973 $ 213,654 Allowance for doubtful accounts ( 3,517 ) ( 5,149 ) Billed receivables, net 165,456 208,505 Accrued receivables 380,300 399,302 Significant financing component ( 30,375 ) ( 35,569 ) Total accrued receivables, net 349,925 363,733 Less: current accrued receivables 154,665 161,714 Less: current significant financing component ( 10,625 ) ( 11,022 ) Total long-term accrued receivables, net 205,885 213,041 Total receivables, net $ 515,381 $ 572,238 No customer accounted for more than 10% of the Company’s consolidated receivables balance as of September 30, 2020, or December 31, 2019. Deferred revenue includes amounts due or received from customers for software licenses, maintenance, services, and/or SaaS and PaaS services in advance of recording the related revenue. Changes in deferred revenue were as follows (in thousands): Balance, December 31, 2019 $ 118,939 Deferral of revenue 108,976 Recognition of deferred revenue ( 96,379 ) Foreign currency translation ( 252 ) Balance, September 30, 2020 $ 131,284 Revenue allocated to remaining performance obligations represents contracted revenue that will be recognized in future periods, which is comprised of deferred revenue and amounts that will be invoiced and recognized as revenue in future periods. This does not include: • Revenue that will be recognized in future periods from capacity overages that are accounted for as a usage-based royalty. • SaaS and PaaS revenue from variable consideration that will be recognized in accordance with the ‘right to invoice’ practical expedient. • SaaS and PaaS revenue from variable consideration that will be recognized in accordance with the direct allocation method. 12 Table of contents Revenue allocated to remaining performance obligations was $ 731.7 million as of September 30, 2020, of which the Company expects to recognize approximately 39 % over the next 12 months and the remainder thereafter. During the three and nine months ended September 30, 2020 and 2019, revenue recognized by the Company from performance obligations satisfied in previous periods was not significant. 3. Acquisition Speedpay On May 9, 2019, the Company acquired Speedpay, a subsidiary of The Western Union Company (“Western Union”), for $ 754.1 million in cash, including working capital adjustments, pursuant to a Stock Purchase Agreement, among the Company, Western Union, and ACI Worldwide Corp., a wholly owned subsidiary of the Company. The Company has included the financial results of Speedpay in the condensed consolidated financial statements from the date of acquisition. The combination of the Company and Speedpay bill pay solutions serves more than 4,000 customers across the U.S., bringing expanded reach in existing and complementary market segments such as consumer finance, insurance, healthcare, higher education, utilities, government, and mortgage. The acquisition of Speedpay increased the scale of the Company’s On Demand platform business and allows the acceleration of platform innovation through increased research and development and investment in ACI's On Demand platform infrastructure. To fund the acquisition, the Company amended its existing Credit Agreement, dated February 24, 2017, for an additional $ 500.0 million senior secured term loan (“Delayed Draw Term Loan”), in addition to drawing $ 250.0 million on the available Revolving Credit Facility. See Note 4, Debt , for terms of the Credit Agreement. The remaining acquisition consideration was funded with cash on hand. The Company expensed approximately $ 0.9 million and $ 22.2 million of costs related to the acquisition of Speedpay for the three and nine months ended September 30, 2019, respectively. These costs, which consist primarily of investment bank, consulting, and legal fees, are included in general and administrative expenses in the accompanying condensed consolidated statements of operations. Speedpay contributed approximately $ 80.3 million and $ 249.2 million in total revenue for the three and nine months ended September 30, 2020, respectively. Due to integration activities, the Company is no longer able to separately identify the contribution to operating income generated from the acquisition of Speedpay for the three and nine months ended September 30, 2020. Speedpay contributed approximately $ 87.7 million and $ 137.1 million in total revenue for the three and nine months ended September 30, 2019, respectively. Speedpay contributed approximately $ 7.5 million and $ 15.2 million in total operating income for the three and nine months ended September 30, 2019, respectively. 13 Table of contents In connection with the acquisition, the Company recorded the following amounts based upon its purchase price allocation as of September 30, 2020 (in thousands, except weighted average useful lives): Amount Weighted Average Useful Lives Current assets: Cash and cash equivalents $ 135 Receivables, net of allowances 17,658 Settlement assets 239,604 Prepaid expenses 317 Other current assets 19,585 Total current assets acquired 277,299 Noncurrent assets: Goodwill 366,508 Software 113,600 7 years Customer relationships 208,500 15 years Trademarks 10,900 5 years Other noncurrent assets 3,745 Total assets acquired 980,552 Current liabilities: Accounts payable 6,623 Settlement liabilities 212,892 Employee compensation 1,959 Other current liabilities 3,802 Total current liabilities acquired 225,276 Noncurrent liabilities: Other noncurrent liabilities 1,219 Total liabilities acquired 226,495 Net assets acquired $ 754,057 During the nine months ended September 30, 2020, the Company made adjustments to the preliminary purchase price allocation as additional information became available for accounts payable. These adjustments and any resulting adjustments to the statements of operations were not material to the Company’s previously reported operating results or financial position. The Company's review of the purchase price allocation has been completed. Factors contributing to the purchase price that resulted in the goodwill (which is tax deductible) include the acquisition of management, sales, and technology personnel with the skills to market new and existing products of the Company, enhanced product capabilities, complementary products, and customers. Unaudited Pro Forma Financial Information The pro forma financial information in the table below presents the combined results of operations for ACI and Speedpay as if the acquisition had occurred January 1, 2018. The pro forma information is shown for illustrative purposes only and is not necessarily indicative of future results of operations of the Company or results of operations of the Company that would have actually occurred had the transaction been in effect for the periods presented. This pro forma information is not intended to represent or be indicative of actual results had the acquisition occurred as of the beginning of each period, and does not reflect potential synergies, integration costs, or other such costs or savings. 14 Table of contents Certain pro forma adjustments have been made to net income for the three and nine months ended September 30, 2019, to give effect to estimated adjustments that remove the amortization expense on eliminated Speedpay historical identifiable intangible assets, add amortization expense for the value of acquired identified intangible assets (primarily acquired software, customer relationships, and trademarks), and add estimated interest expense on the Company’s additional Delayed Draw Term Loan and Revolving Credit Facility borrowings. Additionally, certain transaction expenses that are a direct result of the acquisition have been excluded. The three and nine months ended September 30, 2020, are not presented, as Speedpay is included in the Company's consolidated results for the entire periods. The following is the unaudited summarized pro forma financial information (in thousands, except per share data): Three Months Ended September 30, 2019 Nine Months Ended September 30, 2019 Pro forma revenue $ 354,901 $ 983,037 Pro forma net income $ 32,513 $ 26,517 Pro forma income per share: Basic $ 0.28 $ 0.23 Diluted $ 0.27 $ 0.22 Walletron On May 9, 2019, the Company also completed the acquisition of Walletron, which delivers patented mobile wallet technology. The Company has included the financial results of Walletron in the condensed consolidated financial statements from the date of acquisition, which were not material. 4. Debt As of September 30, 2020, the Company had $ 160.0 million, $ 726.8 million, and $ 400.0 million outstanding under its Revolving Credit Facility, Term Loan, and Senior Notes, respectively, with up to $ 338.5 million of unused borrowings under the Revolving Credit Facility portion of the Credit Agreement, as amended, and up to $ 1.5 million of unused borrowings under the Letter of Credit agreement. The amount of unused borrowings actually available varies in accordance with the terms of the agreement. Credit Agreement On April 5, 2019, the Company (and its wholly-owned subsidiaries, ACI Worldwide Corp. and ACI Payments, Inc. entered into the Second Amended and Restated Credit Agreement (the “Credit Agreement”) with the lenders, and Bank of America, N.A., as administrative agent for the lenders, to amend and restate the Company's existing agreement, as amended, dated February 24, 2017. The Credit Agreement consists of (a) a five -year $ 500.0 million senior secured revolving credit facility (the “Revolving Credit Facility”), which includes sublimits for (1) the issuance of standby letters of credit and (2) swingline loans, (b) a five -year $ 279.0 million senior secured term loan facility (the "Initial Term Loan") and (c) a five -year $ 500.0 million Delayed Draw Term Loan (together with the Initial Term Loan, the "Term Loans", and together with the Initial Term Loan and the Revolving Credit Facility, the “Credit Facility”). The Credit Agreement also allows the Company to request optional incremental term loans and increases in the revolving commitment. The Credit Facility will mature on April 5, 2024. At the Company’s option, borrowings under the Credit Facility bear interest at an annual rate equal to, either (a) a base rate determined by reference to the highest of (1) the annual interest rate publicly announced by the administrative agent as its Prime Rate, (2) the federal funds effective rate plus 1/2 of 1%, or (3) a London Interbank Offered Rate (“LIBOR”) rate determined by reference to the costs of funds for U.S. dollar deposits for a one-month interest period, adjusted for certain additional costs, plus 1 % or (b) a LIBOR rate determined by reference to the costs of funds for U.S. dollar deposits for the interest period relevant to such borrowings, adjusted for certain additional costs, plus an applicable margin. Based on the calculation of the applicable consolidated total leverage ratio, the applicable margin for borrowings under the Credit Facility is between 0.25 % to 1.25 % with respect to base rate borrowings and between 1.25 % and 2.25 % with respect to LIBOR rate borrowings. Interest is due and payable monthly. The interest rate in effect for the Credit Facility as of September 30, 2020, was 2.40 %. 15 Table of contents The Company is also required to pay (a) a commitment fee related to the unutilized commitments under the Revolving Credit Facility, payable quarterly in arrears, (b) letter of credit fees on the maximum amount available to be drawn under all outstanding letters of credit in an amount equal to the applicable margin on LIBOR rate borrowings under the Revolving Credit Facility on an annual basis, payable quarterly in arrears, and (c) customary fronting fees for the issuance of letters of credit fees and agency fees. The Company’s obligations under the Credit Facility and cash management arrangements entered into with lenders under the Credit Facility (or affiliates thereof) and the obligations of the subsidiary guarantors are secured by first-priority security interests in substantially all assets of the Company and any guarantor, including 100 % of the capital stock of ACI Worldwide Corp. and each domestic subsidiary of the Company, each domestic subsidiary of any guarantor, and 65 % of the voting capital stock of each foreign subsidiary of the Company that is directly owned by the Company or a guarantor, in each case subject to certain exclusions set forth in the credit documentation governing the Credit Facility. The collateral agreement of the Credit Agreement, as amended, released the lien on certain assets of ACI Payments, Inc., our electronic bill presentment and payment affiliate, to allow ACI Payments, Inc. to comply with certain eligible securities and unencumbered asset requirements related to money transmitter or transfer license rules and regulations. The Credit Agreement contains a number of covenants that, among other things and subject to certain exceptions, restrict the Company’s and its subsidiaries' ability to: create, incur, assume or suffer to exist any additional indebtedness; create, incur, assume or suffer to exist any liens; enter into agreements and other arrangements that include negative pledge clauses; pay dividends on capital stock or redeem, repurchase or retire capital stock or subordinated indebtedness; create restrictions on the payment of dividends or other distributions by subsidiaries; make investments, loans, advances and acquisitions; merge, consolidate or enter into any similar combination or sell assets, including equity interests of the subsidiaries; enter into sale and leaseback transactions; directly or indirectly engage in transactions with affiliates; alter in any material respect the character or conduct of the business; enter into amendments of or waivers under subordinated indebtedness, organizational documents, and certain other material agreements; and hold certain assets and incur certain liabilities. Letter of Credit On August 12, 2020, the Company entered into a standby letter of credit (the “Letter of Credit”), under the terms of the Credit Agreement, for $ 1.5 million. The Letter of Credit expires on July 31, 2021, with automatic renewals for twelve month periods thereafter. The Letter of Credit reduces the maximum available borrowings under the Revolving Credit Facility to $ 498.5 million. Upon expiration of the Letter of Credit, maximum borrowings will return to $ 500.0 million. Expected Discontinuation of LIBOR In July 2017, the United Kingdom’s Financial Conduct Authority, which regulates LIBOR, announced it will no longer compel banks to submit rates for the calculation of LIBOR after 2021. The Alternative Reference Rates Committee has proposed the Secured Overnight Financing Rate ("SOFR") as its recommended alternative to LIBOR, and the first publication of SOFR rates was released in April 2018. The Company is evaluating the potential impact of the transition from LIBOR as an interest rate benchmark to other potential alternative reference rates, including SOFR. The Company's Credit Agreement is currently indexed to LIBOR and the maturity date of the Credit Agreement extends beyond 2021. The Credit Agreement contemplates the discontinuation of LIBOR and provides options for the Company in such an event. The Company will continue to actively assess the related opportunities and risks involved in this transition. Senior Notes On August 21, 2018, the Company completed a $ 400.0 million offering of the 2026 Notes at an issue price of 100 % of the principal amount in a private placement for resale to qualified institutional buyers. The 2026 Notes bear interest at an annual rate of 5.750 %, payable semi-annually in arrears on February 15 and August 15 of each year. The 2026 Notes will mature on August 15, 2026. 16 Table of contents Maturities on debt outstanding as of September 30, 2020, are as follows (in thousands): Fiscal Year Ending December 31, Remainder of 2020 $ 9,738 2021 38,950 2022 50,431 2023 69,906 2024 717,823 Thereafter 400,000 Total $ 1,286,848 The Credit Agreement and 2026 Notes contain certain customary affirmative covenants and negative covenants that limit or restrict, subject to certain exceptions, the incurrence of liens, indebtedness of subsidiaries, mergers, advances, investments, acquisitions, transactions with affiliates, change in nature of business, and the sale of the assets. In addition, the Credit Agreement and 2026 Notes contain certain customary mandatory prepayment provisions. The Company is also required to maintain a consolidated leverage ratio at or below a specified amount and an interest coverage ratio at or above a specified amount. As specified in the Credit Agreement and 2026 Notes agreement, if certain events occur and continue, the Company may be required to repay all amounts outstanding under the Credit Facility and 2026 Notes. As of September 30, 2020, and at all times during the period, the Company was in compliance with its financial debt covenants. Total debt is comprised of the following (in thousands): September 30, 2020 December 31, 2019 Term loans $ 726,848 $ 756,060 Revolving credit facility 160,000 239,000 5.750 % Senior notes, due August 2026 400,000 400,000 Debt issuance costs ( 18,293 ) ( 21,905 ) Total debt 1,268,555 1,373,155 Less: current portion of term loans 38,950 38,950 Less: current portion of debt issuance costs ( 4,714 ) ( 4,802 ) Total long-term debt $ 1,234,319 $ 1,339,007 Overdraft Facility In 2019, the Company and ACI Payments, Inc. entered in to a $ 140.0 million uncommitted overdraft facility with Bank of America, N.A. The overdraft facility bears interest at LIBOR plus 0.875 % based on the Company’s average outstanding balance and the frequency in which overdrafts occur. The overdraft facility acts as a secured loan under the terms of the Credit Agreement to provide an additional funding mechanism for timing differences that can occur in the bill payment settlement process. Amounts outstanding on the overdraft facility are included in other current liabilities in the condensed consolidated balance sheet. As of September 30, 2020, there was no amount outstanding on the overdraft facility. As of December 31, 2019, there was $ 1.5 million outstanding on the overdraft facility. Other The Company finances certain multi-year license agreements for internal-use software. Upon execution, these arrangements have been treated as a non-cash investing and financing activity for purposes of the condensed consolidated statements of cash flows. As of September 30, 2020, $ 10.0 million was outstanding, of which $ 7.8 million and $ 2.2 million is included in other current liabilities and other noncurrent liabilities, respectively, in the condensed consolidated balance sheet. As of December 31, 2019, $ 13.8 million was outstanding, of which $ 6.0 million and $ 7.8 million was included in other current liabilities and other noncurrent liabilities, respectively, in the condensed consolidated balance sheet. 17 Table of contents 5. Stock-Based Compensation Plans Employee Stock Purchase Plan Shares issued under the 2017 Employee Stock Purchase Plan during the nine months ended September 30, 2020 and 2019, totaled 114,709 and 92,765 , respectively. 2020 Equity and Incentive Compensation Plan On June 9, 2020, upon recommendation of the Company’s board of directors (the “board”), stockholders approved the ACI Worldwide, Inc. 2020 Equity and Incentive Compensation Plan (the “2020 Plan”). The 2020 Plan authorizes the board to provide for equity-based compensation in the form of stock options, stock appreciation rights, restricted stock, restricted stock units, performance shares, performance units, dividend equivalents, and certain other awards, including those denominated or payable in, or otherwise based on, the Company’s common stock ("awards"). The purpose of the 2020 Plan is to provide incentives and rewards for service and/or performance by providing awards to non-employee directors, officers, other employees, and certain consultants and other service providers of the Company and its subsidiaries. Following the approval of the 2020 Plan, the 2016 Equity and Performance Incentive Plan (the “2016 Incentive Plan”) was terminated. Termination of the 2016 Incentive Plan did not affect any equity awards outstanding under the 2016 Incentive Plan. Subject to adjustment and share counting rules as described in the 2020 Plan, a total of 6,658,754 shares of common stock are available for awards granted under the 2020 Plan. Shares underlying certain awards under the 2020 Plan, the Company’s 2005 Equity and Performance Incentive Plan (the "2005 Incentive Plan"), and the 2016 Incentive Plan (each including as amended or amended and restated) that are cancelled or forfeited, expire, are settled for cash, or are unearned after June 9, 2020, will again be available under the 2020 Plan. The board generally will be able to amend the 2020 Plan, subject to stockholder approval in certain circumstances, as described in the 2020 Plan. Stock Options A summary of stock option activity is as follows: Number of Shares Weighted Average Exercise Price ($) Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value of In-the-Money Options ($) Outstanding as of December 31, 2019 4,006,816 $ 18.18 Exercised ( 1,428,829 ) 19.00 Forfeited ( 57,744 ) 19.08 Expired ( 6,090 ) 18.44 Outstanding as of September 30, 2020 2,514,153 $ 17.70 4.17 $ 21,206,451 Exercisable as of September 30, 2020 2,366,917 $ 17.55 4.34 $ 20,304,026 The total intrinsic value of stock options exercised during the nine months ended September 30, 2020 and 2019, was $ 14.3 million and $ 6.9 million, respectively. There were no stock options granted during the nine months ended September 30, 2020 or 2019. 18 Table of contents Long-term Incentive Program Performance Share Awards A summary of nonvested long-term incentive program performance share awards (“LTIP performance shares”) is as follows: Number of Shares at Expected Attainment Weighted Average Grant Date Fair Value Nonvested as of December 31, 2019 669,469 $ 20.12 Vested ( 668,240 ) 20.12 Forfeited ( 5,368 ) 20.12 Change in attainment 4,139 20.12 Nonvested as of September 30, 2020 — $ — During the nine months ended September 30, 2020, a total of 668,240 LTIPs vested. The Company withheld 165,237 of those shares to pay the employees’ portion of the minimum payroll withholding taxes. Restricted Share Awards A summary of nonvested restricted share awards (“RSAs”) is as follows: Number of Shares Weighted Average Grant Date Fair Value Nonvested as of December 31, 2019 92,842 $ 20.13 Vested ( 88,913 ) 20.12 Forfeited ( 3,929 ) 20.35 Nonvested as of September 30, 2020 — $ — During the nine months ended September 30, 2020, a total of 88,913 RSAs vested. The Company withheld 28,233 of those shares to pay the employees’ portion of the minimum payroll withholding taxes. Total Shareholder Return Awards During the nine months ended September 30, 2020 and 2019, pursuant to the 2016 Incentive Plan, the Company granted total shareholder return awards (“TSRs”). TSRs are performance shares that are earned, if at all, based upon the Company’s total shareholder return as compared to a group of peer companies over a three-year performance period. The award payout can range from 0 % to 200 %. To determine the grant date fair value of the TSRs, a Monte Carlo simulation model is used. The Company recognizes compensation expense for the TSRs over a three-year performance period based on the grant date fair value. A summary of nonvested TSRs is as follows: Number of Shares Weighted Average Grant Date Fair Value Nonvested as of December 31, 2019 1,062,291 $ 35.77 Granted 677,195 30.01 Vested ( 199,413 ) 24.37 Forfeited ( 84,012 ) 39.01 Change in payout rate ( 14,259 ) 24.37 Nonvested as of September 30, 2020 1,441,802 $ 34.56 During the nine months ended September 30, 2020, a total of 199,413 TSRs awards granted in fiscal 2017 vested and achieved a payout rate of 93 % based on the Company's total shareholder return as compared to a group of peer companies over a three-year performance period. The Company withheld 53,033 of those shares to pay the employees’ portion of the minimum payroll withholding taxes. 19 Table of contents The fair value of TSRs granted during the nine months ended September 30, 2020 and 2019, were estimated on the date of grant using the Monte Carlo simulation model, acceptable under ASC 718, using the following weighted average assumptions: Nine Months Ended September 30, 2020 2019 Expected life (years) 2.8 2.8 Risk-free interest rate 0.5 % 2.5 % Expected volatility 31.4 % 29.3 % Expected dividend yield — — Restricted Share Units During the nine months ended September 30, 2020 and 2019, pursuant to the 2020 Plan and the 2016 Incentive Plan, respectively, the Company granted restricted share unit awards (“RSUs”). RSUs generally have requisite service periods of three years and vest in increments of 33 % on the anniversary of the grant dates. RSUs granted to our board vest one year from grant or as of the next annual shareholders meeting, whichever is earlier. Under each arrangement, RSUs are issued without direct cost to the employee on the vesting date. The Company estimates the fair value of the RSUs based upon the market price of the Company’s stock at the date of grant. The Company recognizes compensation expense for RSUs on a straight-line basis over the requisite service period. A summary of nonvested RSUs is as follows: Number of Shares Weighted Average Grant Date Fair Value Nonvested as of December 31, 2019 1,009,404 $ 29.96 Granted 807,807 25.64 Vested ( 403,865 ) 29.15 Forfeited ( 121,284 ) 29.50 Nonvested as of September 30, 2020 1,292,062 $ 27.55 During the nine months ended September 30, 2020, a total of 403,865 RSUs vested. The Company withheld 110,689 of those shares to pay the employees’ portion of the minimum payroll withholding taxes. As of September 30, 2020, there were unrecognized compensation costs of $ 26.1 million related to nonvested RSUs, $ 23.5 million related to nonvested TSRs, and less than $ 0.1 million related to nonvested stock options, which the Company expects to recognize over weighted average periods of 1.9 years, 1.7 years, and 0.4 years, respectively. The Company recorded stock-based compensation expense recognized under ASC 718 for the three months ended September 30, 2020 and 2019, of $ 8.1 million and $ 9.3 million, respectively, with corresponding tax benefits of $ 1.4 million and $ 1.5 million, respectively. The Company recorded stock-based compensation expense recognized under ASC 718 for the nine months ended September 30, 2020 and 2019, of $ 22.9 million and $ 30.3 million, respectively, with the corresponding tax benefits of $ 4.2 million and $ 5.5 million, respectively. 6. Software and Other Intangible Assets The carrying amount and accumulated amortization of the Company's software assets subject to amortization at each balance sheet date are as follows (in thousands): September 30, 2020 December 31, 2019 Gross Carrying Amount Accumulated Amortization Net Balance Gross Carrying Amount Accumulated Amortization Net Balance Software for resale $ 138,017 $ ( 127,535 ) $ 10,482 $ 138,823 $ ( 122,061 ) $ 16,762 Software for internal use 424,054 ( 230,297 ) 193,757 400,065 ( 182,310 ) 217,755 Total software $ 562,071 $ ( 357,832 ) $ 204,239 $ 538,888 $ ( 304,371 ) $ 234,517 20 Table of contents Amortization of software for resale is computed using the greater of (a) the ratio of current gross revenues to the total of current and future gross revenues expected to be derived from the software or (b) the straight-line method over the remaining estimated useful life of generally five to ten years . Software for resale amortization expense recorded during the three months ended September 30, 2020 and 2019, totaled $ 2.1 million and $ 2.8 million, respectively. Software for resale amortization expense recorded during the nine months ended September 30, 2020 and 2019, totaled $ 6.1 million and $ 8.8 million, respectively. These software amortization expense amounts are reflected in cost of revenue in the condensed consolidated statements of operations. Amortization of software for internal use is computed using the straight-line method over an estimated useful life of generally one to ten years . Software for internal use amortization expense recorded during the three months ended September 30, 2020 and 2019, totaled $ 17.9 million and $ 15.7 million, respectively. Software for internal use amortization expense recorded during the nine months ended September 30, 2020 and 2019, totaled $ 53.1 million and $ 39.4 million, respectively. These software amortization expense amounts are reflected in depreciation and amortization in the condensed consolidated statements of operations. The carrying amount and accumulated amortization of the Company’s other intangible assets subject to amortization at each balance sheet date are as follows (in thousands): September 30, 2020 December 31, 2019 Gross Carrying Amount Accumulated Amortization Net Balance Gross Carrying Amount Accumulated Amortization Net Balance Customer relationships $ 506,270 $ ( 185,981 ) $ 320,289 $ 507,785 $ ( 160,775 ) $ 347,010 Trademarks and trade names 27,385 ( 19,417 ) 7,968 27,312 ( 17,353 ) 9,959 Total other intangible assets $ 533,655 $ ( 205,398 ) $ 328,257 $ 535,097 $ ( 178,128 ) $ 356,969 Other intangible assets amortization expense recorded during the three months ended September 30, 2020 and 2019, totaled $ 9.3 million and $ 9.4 million, respectively. Other intangible assets amortization expense recorded during the nine months ended September 30, 2020 and 2019, totaled $ 27.8 million and $ 22.5 million, respectively. Based on capitalized intangible assets as of September 30, 2020, estimated amortization expense amounts in future fiscal years are as follows (in thousands): Fiscal Year Ending December 31, Software Amortization Other Intangible Assets Amortization Remainder of 2020 $ 18,476 $ 9,199 2021 64,445 36,632 2022 45,825 36,483 2023 29,267 36,168 2024 20,160 31,713 Thereafter 26,066 178,062 Total $ 204,239 $ 328,257 7. Common Stock and Treasury Stock In 2005, the board approved a stock repurchase program authorizing the Company, as market and business conditions warrant, to acquire its common stock and periodically authorize additional funds for the program. In February 2018, the board approved the repurchase of the Company's common stock of up to $ 200.0 million, in place of the remaining purchase amounts previously authorized. The Company repurchased 1,000,000 shares for $ 28.9 million under the program during the nine months ended September 30, 2020. Under the program to date, the Company has repurchased 46,357,495 shares for approximately $ 612.3 million. As of September 30, 2020, the maximum remaining amount authorized for purchase under the stock repurchase program was $ 112.1 million. 21 Table of contents 8. Earnings Per Share Basic earnings per share is computed in accordance with ASC 260, Earnings Per Share , based on weighted average outstanding common shares. Diluted earnings per share is computed based on basic weighted average outstanding common shares adjusted for the dilutive effect of stock options, RSUs, and certain contingently issuable shares for which performance targets have been achieved. The following table reconciles the weighted average share amounts used to compute both basic and diluted earnings per share (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Weighted average shares outstanding: Basic weighted average shares outstanding 116,558 116,169 116,217 116,337 Add: Dilutive effect of stock options and RSUs 1,246 2,138 1,427 2,123 Diluted weighted average shares outstanding 117,804 118,307 117,644 118,460 The diluted earnings per share computation excludes 1.5 million and 2.1 million options to purchase shares, RSUs, and contingently issuable shares during the three months ended September 30, 2020 and 2019, respectively, as their effect would be anti-dilutive. The diluted earnings per share computation excludes 1.7 million and 2.1 million options to purchase shares, RSUs, and contingently issuable shares during the nine months ended September 30, 2020 and 2019, respectively, as their effect would be anti-dilutive. Common stock outstanding as of September 30, 2020, and December 31, 2019, was 116,730,946 and 115,986,352 , respectively. 9. Other, Net Other, net is primarily comprised of foreign currency transaction gains and losses. Other, net was $ 1.4 million of income and $ 2.4 million of expense for the three months ended September 30, 2020 and 2019, respectively. Other, net was $ 6.4 million and $ 2.9 million of expense for the nine months ended September 30, 2020 and 2019, respectively. 10. Segment Information The Company reports financial performance based on its segments, ACI On Demand and ACI On Premise, and analyzes Segment Adjusted EBITDA as a measure of segment profitability. The Company’s Chief Executive Officer is also the chief operating decision maker (“CODM”). The CODM, together with other senior management personnel, focus their review on consolidated financial information and the allocation of resources based on operating results, including revenues and Segment Adjusted EBITDA, for each segment, separate from Corporate operations. ACI On Demand serves the needs of banks, merchants, and billers who use payments to facilitate their core business. These on-demand solutions are maintained and delivered through the cloud via our global data centers and are available in either a single-tenant environment for SaaS offerings, or in a multi-tenant environment for PaaS offerings. ACI On Premise serves customers who manage their software on site or through a third-party public cloud environment. These on-premise customers use the Company’s software to develop sophisticated solutions, which are often part of a larger system located and managed at the customer specified site. These customers require a level of control and flexibility that ACI On Premise solutions can offer, and they have the resources and expertise to take a lead role in managing these solutions. Revenue is attributed to the reportable segments based upon the product sold and mechanism for delivery to the customer. Expenses are attributed to the reportable segments in one of three methods: (1) direct costs of the segment, (2) labor costs that can be attributed based upon time tracking for individual products, or (3) costs that are allocated. Allocated costs are generally marketing and sales related activities as well as information technology and facilities related expense for which multiple segments benefit. The Company also allocates certain depreciation costs to the segments. Segment Adjusted EBITDA is the measure reported to the CODM for purposes of making decisions on allocating resources and assessing the performance of the Company’s segments, and, therefore, Segment Adjusted EBITDA is presented in conformity with ASC 280, Segment Reporting. Segment Adjusted EBITDA is defined as earnings (loss) from operations before interest, 22 Table of contents income tax expense (benefit), depreciation and amortization (“EBITDA”) adjusted to exclude stock-based compensation, and net other income (expense). Corporate and unallocated expenses consist of the corporate overhead costs that are not allocated to reportable segments. These overhead costs relate to human resources, finance, legal, accounting, merger and acquisition activity, and other costs that are not considered when management evaluates segment performance. The following is selected financial data for the Company’s reportable segments for the periods indicated (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Revenue ACI On Demand $ 190,369 $ 192,952 $ 563,892 $ 475,299 ACI On Premise 125,514 161,949 343,386 383,075 Total revenue $ 315,883 $ 354,901 $ 907,278 $ 858,374 Segment Adjusted EBITDA ACI On Demand $ 33,204 $ 18,561 $ 89,396 $ 35,639 ACI On Premise 69,553 99,553 159,555 184,890 Depreciation and amortization ( 35,490 ) ( 33,913 ) ( 105,004 ) ( 88,543 ) Stock-based compensation expense ( 8,061 ) ( 9,371 ) ( 22,943 ) ( 30,328 ) Corporate and unallocated expenses ( 28,024 ) ( 19,512 ) ( 71,967 ) ( 80,315 ) Interest, net ( 9,998 ) ( 15,999 ) ( 35,457 ) ( 36,906 ) Other, net 1,356 ( 2,369 ) ( 6,361 ) ( 2,879 ) Income (loss) before income taxes $ 22,540 $ 36,950 $ 7,219 $ ( 18,442 ) Depreciation and amortization ACI On Demand $ 10,227 $ 9,059 $ 30,411 $ 25,110 ACI On Premise 3,312 2,963 9,849 9,012 Corporate 21,951 21,891 64,744 54,421 Total depreciation and amortization $ 35,490 $ 33,913 $ 105,004 $ 88,543 Stock-based compensation expense ACI On Demand $ 2,255 $ 2,389 $ 6,554 $ 6,554 ACI On Premise 2,259 2,227 6,568 6,234 Corporate 3,547 4,755 9,821 17,540 Total stock-based compensation expense $ 8,061 $ 9,371 $ 22,943 $ 30,328 Assets are not allocated to segments, and the Company’s CODM does not evaluate operating segments using discrete asset information. 23 Table of contents The following is revenue by primary geographic market and primary solution category for the Company’s reportable segments for the periods indicated (in thousands): Three Months Ended September 30, 2020 Three Months Ended September 30, 2019 ACI On Demand ACI On Premise Total ACI On Demand ACI On Premise Total Primary Geographic Markets Americas - United States $ 170,817 $ 28,392 $ 199,209 $ 176,172 $ 53,986 $ 230,158 Americas - Other 2,750 12,264 15,014 2,268 22,879 25,147 EMEA 14,564 64,748 79,312 12,191 72,662 84,853 Asia Pacific 2,238 20,110 22,348 2,321 12,422 14,743 Total $ 190,369 $ 125,514 $ 315,883 $ 192,952 $ 161,949 $ 354,901 Primary Solution Categories Bill Payments $ 149,385 $ — $ 149,385 $ 154,285 $ — $ 154,285 Digital Channels 8,583 5,890 14,473 8,480 6,791 15,271 Merchant Payments 20,720 8,201 28,921 18,534 4,739 23,273 Payments Intelligence 9,037 8,849 17,886 8,759 13,623 22,382 Real-Time Payments 806 12,357 13,163 1,032 19,191 20,223 Retail Payments 1,838 90,217 92,055 1,862 117,605 119,467 Total $ 190,369 $ 125,514 $ 315,883 $ 192,952 $ 161,949 $ 354,901 Nine Months Ended September 30, 2020 Nine Months Ended September 30, 2019 ACI On Demand ACI On Premise Total ACI On Demand ACI On Premise Total Primary Geographic Markets Americas - United States $ 505,191 $ 106,192 $ 611,383 $ 425,033 $ 116,104 $ 541,137 Americas - Other 8,402 31,455 39,857 7,118 46,237 53,355 EMEA 42,006 148,129 190,135 36,751 167,268 204,019 Asia Pacific 8,293 57,610 65,903 6,397 53,466 59,863 Total $ 563,892 $ 343,386 $ 907,278 $ 475,299 $ 383,075 $ 858,374 Primary Solution Categories Bill Payments $ 440,193 $ — $ 440,193 $ 348,592 $ — $ 348,592 Digital Channels 24,304 21,224 45,528 36,280 24,960 61,240 Merchant Payments 61,147 17,903 79,050 55,815 17,398 73,213 Payments Intelligence 29,902 16,904 46,806 26,614 27,164 53,778 Real-Time Payments 2,807 54,608 57,415 2,557 55,714 58,271 Retail Payments 5,539 232,747 238,286 5,441 257,839 263,280 Total $ 563,892 $ 343,386 $ 907,278 $ 475,299 $ 383,075 $ 858,374 The following is the Company’s long-lived assets by geographic location for the periods indicated (in thousands): September 30, 2020 December 31, 2019 Long-lived Assets United States $ 1,469,111 $ 1,526,046 Other 732,595 759,501 Total $ 2,201,706 $ 2,285,547 No single customer accounted for more than 10% of the Company’s consolidated revenues during the three and nine months ended September 30, 2020 and 2019. No other country outside the United States accounted for more than 10% of the Company's consolidated revenues during the three and nine months ended September 30, 2020 and 2019. 24 Table of contents 11. Income Taxes For the three and nine months ended September 30, 2020, the Company's effective tax rate was 30 % and 24 %, respectively, with the Company reporting tax expense on pretax income. The Company’s foreign entities recognized earnings of $ 23.4 million and $ 19.7 million for the three and nine months ended September 30, 2020, respectively. The effective tax rate for the three and nine months ended September 30, 2020, was negatively impacted by a change in tax rates in certain countries. For the three and nine months ended September 30, 2019, the Company's effective tax rate was 14 % and 163 %, respectively. The Company reported a tax charge on pretax income for the three months ended September 30, 2019, and a tax benefit on pretax loss for the nine months ended September 30, 2019. The Company’s foreign entities recognized earnings of $ 16.6 million and $ 21.5 million for the three and nine months ended September 30, 2019, respectively. The effective tax rate for the three months ended September 30, 2019, was positively impacted by the release of an uncertain tax position due to the statute of limitations expiration. The effective tax rate for the nine months ended September 30, 2019, was positively impacted by state income tax benefits on a domestic loss. In addition, the Company released a majority of its valuation allowance established against its U.S. foreign tax credit deferred tax asset, resulting in a non-cash benefit to income tax expense of approximately $ 18.5 million. The Company released the valuation allowance following the acquisition of Speedpay, determining it would more likely than not be able to utilize the foreign tax credits in future years due to additional income provided by Speedpay. The Company’s effective tax rate could fluctuate on a quarterly basis due to the occurrence of significant and unusual or infrequent items, such as vesting of stock-based compensation or foreign currency gains and losses. The Company’s effective tax rate could also fluctuate due to changes in the valuation of its deferred tax assets or liabilities, or by changes in tax laws, regulations, accounting principles, or interpretations thereof. In addition, the Company is occasionally subject to examination of its income tax returns by tax authorities in the jurisdictions it operates. The Company regularly assesses the likelihood of adverse outcomes resulting from these examinations to determine the adequacy of its provision for income taxes. As of September 30, 2020, and December 31, 2019, the amount of unrecognized tax benefits for uncertain tax positions was $ 30.1 million and $ 29.0 million, respectively, excluding related liabilities for interest and penalties of $ 1.2 million as of September 30, 2020, and December 31, 2019. The Company believes it is reasonably possible that the total amount of unrecognized tax benefits will decrease within the next 12 months by approximately $ 11.7 million, due to the settlement of various audits and the expiration of statutes of limitation.