What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2023-11-02 compared with 2023-08-03 · 123 added, 98 removed, 561 unchanged (28% of the section changed)

4 unchanged sentences

(unaudited and in thousands, except share and per share amounts)

June 30, 2023 December 31, 2022

September 30, 2023 December 31, 2022

Current assets

53 unchanged sentences

5,000,000 shares authorized;

no shares issued at June 30, 2023, and December 31, 2022

no shares issued at September 30, 2023, and December 31, 2022

Common stock;

1 unchanged sentence

280,000,000 shares authorized;

140,525,055 shares issued at June 30, 2023, and December 31, 2022

140,525,055 shares issued at September 30, 2023, and December 31, 2022

Additional paid-in capital 708,506 702,458

Retained earnings 1,272,351 1,273,458

Treasury stock, at cost, 31,929,614 and 32,456,227 shares at June 30, 2023, and December 31, 2022, respectively

Treasury stock, at cost, 31,802,520 and 32,456,227 shares at September 30, 2023, and December 31, 2022, respectively

( 653,162 ) ( 665,771 )

7 unchanged sentences

(unaudited and in thousands, except per share amounts)

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended

September 30, Nine Months Ended

September 30,

2023 2022 2023 2022

19 unchanged sentences

301,091 303,102 927,924 914,484

Operating income (loss) 10,520 24,457 ( 13,832 ) 52,123

Operating income

61,924 3,489 48,092 55,612

Other income (expense)

20 unchanged sentences

(unaudited and in thousands)

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended

September 30, Nine Months Ended

September 30,

2023 2022 2023 2022

9 unchanged sentences

(unaudited and in thousands, except share amounts)

Three Months Ended June 30, 2023

Three Months Ended September 30, 2023

Common Stock Additional

1 unchanged sentence

Comprehensive Loss Total

Balance as of March 31, 2023 $ 702 $ 701,040 $ 1,241,150 $ ( 661,223 ) $ ( 114,042 ) $ 1,167,627

Net loss — — ( 6,710 ) — — ( 6,710 )

Other comprehensive income — — — — 2,990 2,990

Balance as of June 30, 2023 $ 702 $ 704,096 $ 1,234,440 $ ( 655,660 ) $ ( 111,052 ) $ 1,172,526

— — 37,911 — — 37,911

Other comprehensive loss

— — — — ( 6,310 ) ( 6,310 )

Stock-based compensation

4 unchanged sentences

— — — ( 883 ) — ( 883 )

Balance as of June 30, 2023 $ 702 $ 704,096 $ 1,234,440 $ ( 655,660 ) $ ( 111,052 ) $ 1,172,526

Three Months Ended June 30, 2022

Balance as of September 30, 2023 $ 702 $ 708,506 $ 1,272,351 $ ( 653,162 ) $ ( 117,362 ) $ 1,211,035

Three Months Ended September 30, 2022

Common Stock Additional

1 unchanged sentence

Comprehensive Loss Total

Balance as of March 31, 2022 $ 702 $ 685,354 $ 1,146,771 $ ( 506,513 ) $ ( 101,647 ) $ 1,224,667

Balance as of June 30, 2022 $ 702 $ 690,574 $ 1,160,113 $ ( 528,758 ) $ ( 114,267 ) $ 1,208,364

Net income — — 23,117 — — 23,117

8 unchanged sentences

— — — ( 18 ) — ( 18 )

Balance as of June 30, 2022 $ 702 $ 690,574 $ 1,160,113 $ ( 528,758 ) $ ( 114,267 ) $ 1,208,364

Balance as of September 30, 2022 $ 702 $ 697,763 $ 1,183,230 $ ( 555,753 ) $ ( 127,726 ) $ 1,198,216

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

3 unchanged sentences

(unaudited and in thousands, except share amounts)

Six Months Ended June 30, 2023

Nine Months Ended September 30, 2023

Common Stock Additional

3 unchanged sentences

Balance as of December 31, 2022 $ 702 $ 702,458 $ 1,273,458 $ ( 665,771 ) $ ( 117,660 ) $ 1,193,187

Net loss — — ( 39,018 ) — — ( 39,018 )

— — ( 1,107 ) — ( 1,107 )

Other comprehensive income — — — — 298 298

5 unchanged sentences

— — — ( 4,203 ) — ( 4,203 )

Balance as of June 30, 2023 $ 702 $ 704,096 $ 1,234,440 $ ( 655,660 ) $ ( 111,052 ) $ 1,172,526

Six Months Ended June 30, 2022

Balance as of September 30, 2023 $ 702 $ 708,506 $ 1,272,351 $ ( 653,162 ) $ ( 117,362 ) $ 1,211,035

Nine Months Ended September 30, 2022

Paid-in Capital

15 unchanged sentences

— — — ( 5,820 ) — ( 5,820 )

Balance as of June 30, 2022 $ 702 $ 690,574 $ 1,160,113 $ ( 528,758 ) $ ( 114,267 ) $ 1,208,364

Balance as of September 30, 2022 $ 702 $ 697,763 $ 1,183,230 $ ( 555,753 ) $ ( 127,726 ) $ 1,198,216

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

3 unchanged sentences

(unaudited and in thousands)

Six Months Ended June 30,

Nine Months Ended

September 30,

Cash flows from operating activities:

9 unchanged sentences

17,537 21,884

Gain on divestiture — ( 38,452 )

Changes in operating assets and liabilities:

81,856 ( 14,040 )

Accounts payable

3 unchanged sentences

Deferred revenue

4,404 ( 6,367 )

Other current and noncurrent assets and liabilities

7 unchanged sentences

( 22,571 ) ( 18,394 )

Proceeds from divestiture — 100,139

Net cash flows from investing activities

13 unchanged sentences

Payments for debt issuance costs ( 2,160 ) —

Net decrease in settlement assets and liabilities ( 24,087 ) ( 4,575 )

Net increase (decrease) in settlement assets and liabilities

( 4,635 ) 20,084

Net cash flows from financing activities

1 unchanged sentence

Effect of exchange rate fluctuations on cash 4,388 ( 60 )

Net decrease in cash and cash equivalents ( 17,845 ) ( 8,007 )

Net increase in cash and cash equivalents

Cash and cash equivalents, including settlement deposits, beginning of period 214,672 184,142

17 unchanged sentences

All intercompany balances and transactions have been eliminated.

The condensed consolidated financial statements as of June 30, 2023, and for the three and six months ended June 30, 2023 and 2022, 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 financial statements as of September 30, 2023, and for the three and nine months ended September 30, 2023 and 2022, 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, 2022, 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, 2022, filed on March 1, 2023.

Results for the three and six months ended June 30, 2023, are not necessarily indicative of results that may be attained in the future.

Results for the three and nine months ended September 30, 2023, 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.

4 unchanged sentences

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

June 30, 2023 December 31, 2022

September 30, 2023 December 31, 2022

Operating lease liabilities $ 9,659 $ 11,218

20 unchanged sentences

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 June 30, 2023, and December 31, 2022, was $ 317.0 million and $ 328.7 million, respectively.

The amount of settlement funds as of September 30, 2023, and December 31, 2022, was $ 278.4 million and $ 328.7 million, respectively.

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 $ 392.0 million and $ 390.0 million as of June 30, 2023, and December 31, 2022, respectively.

The fair value of the Company’s 5.750 % Senior Notes due 2026 (“2026 Notes”) was $ 388.0 million and $ 390.0 million as of September 30, 2023, and December 31, 2022, 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).

1 unchanged sentence

The Company evaluates goodwill at the reporting unit level and has identified its operating segments, Banks, Merchants, and Billers, as the reporting units.

As of June 30, 2023, the Company's goodwill balance of $ 1.2 billion was allocated $ 671.7 million to Banks, $ 137.3 million to Merchants, and $ 417.0 million to Billers.

As of September 30, 2023, the Company's goodwill balance of $ 1.2 billion was allocated $ 671.7 million to Banks, $ 137.3 million to Merchants, and $ 417.0 million to Billers.

Recoverability of goodwill is measured using a discounted cash flow model incorporating discount rates commensurate with the risks involved.

5 unchanged sentences

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 $ 17.9 million, which is included in other noncurrent assets in the condensed consolidated balance sheet as of June 30, 2023, and December 31, 2022, respectively.

Accordingly, the Company recorded an investment of $ 18.3 million and $ 17.9 million, which is included in other noncurrent assets in the condensed consolidated balance sheet as of September 30, 2023, and December 31, 2022, respectively.

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.

4 unchanged sentences

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

June 30, 2023 December 31, 2022

September 30, 2023 December 31, 2022

Billed receivables $ 177,512 $ 218,611

5 unchanged sentences

Total receivables, net $ 650,069 $ 701,599

No customer accounted for more than 10% of the Company’s consolidated receivables balance as of June 30, 2023.

No customer accounted for more than 10% of the Company’s consolidated receivables balance as of September 30, 2023.

One customer accounted for 10.1 % of the Company's consolidated receivables balance as of December 31, 2022.

5 unchanged sentences

Foreign currency translation ( 1,055 )

Balance, June 30, 2023

Balance, September 30, 2023

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.

2 unchanged sentences

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

Revenue allocated to remaining performance obligations was $ 684.0 million as of June 30, 2023, of which the Company expects to recognize approximately 50 % over the next 12 months and the remainder thereafter.

During the three and six months ended June 30, 2023 and 2022, revenue recognized by the Company from performance obligations satisfied in previous periods was not significant.

Revenue allocated to remaining performance obligations was $ 627.6 million as of September 30, 2023, of which the Company expects to recognize approximately 41 % over the next 12 months and the remainder thereafter.

During the three and nine months ended September 30, 2023, revenue recognized by the Company from performance obligations satisfied in previous periods was $ 23.3 million and $ 43.7 million, respectively.

Corporate Online Banking Solutions

1 unchanged sentence

The sale included employees and customer contracts as well as technology assets and intellectual property and closed on September 1, 2022.

The Company recognized a gain of $ 38.5 million on the sale during the three months ended September 30, 2022.

During the three months ended June 30, 2023, the Company recognized a loss for the final post-closing adjustment pursuant to the definitive agreement of $ 0.5 million.

The Company recognized a gain of $ 38.5 million on the sale during the three and nine months ended September 30, 2022.

During the nine months ended September 30, 2023, the Company recognized a loss for the final post-closing adjustment pursuant to the definitive agreement of $ 0.5 million .

The Company and OEP have also entered into a Transition Services Agreement ("TSA"), whereby the Company will continue to perform certain functions on OEP's behalf during a migration period not expected to exceed 18 months.

The TSA is meant to reimburse the Company for direct costs in order to provide such functions, which are no longer generating revenue for the Company.

As of June 30, 2023, the Company had $ 115.0 million, $ 558.6 million, and $ 400.0 million outstanding under its Revolving Credit Facility, Term Loans, and Senior Notes, respectively, with up to $ 383.5 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.

As of September 30, 2023, the Company had $ 129.0 million, $ 539.2 million, and $ 400.0 million outstanding under its Revolving Credit Facility, Term Loans, and Senior Notes, respectively, with up to $ 368.2 million of unused borrowings under the Revolving Credit Facility portion of the Credit Agreement, as amended, and up to $ 2.8 million of unused borrowings under the Letter of Credit agreements.

The amount of unused borrowings actually available varies in accordance with the terms of the agreement.

14 unchanged sentences

Interest is due and payable monthly.

The interest rate in effect for the Credit Facility as of June 30, 2023, was 7.20 %.

The interest rate in effect for the Credit Facility as of September 30, 2023, was 7.42 %.

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 SOFR 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.

2 unchanged sentences

The 2026 Notes will mature on August 15, 2026.

Maturities on debt outstanding as of June 30, 2023, are as follows (in thousands):

Maturities on debt outstanding as of September 30, 2023, are as follows (in thousands):

Fiscal Year Ending December 31,

1 unchanged sentence

Total $ 1,068,173

As of June 30, 2023, and at all times during the period, the Company was in compliance with its financial debt covenants.

As of September 30, 2023, 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):

June 30, 2023 December 31, 2022

September 30, 2023 December 31, 2022

Term loans $ 539,173 $ 592,729

13 unchanged sentences

Amounts outstanding on the overdraft facility are included in other current liabilities in the condensed consolidated balance sheet.

As of June 30, 2023, there was $ 75.0 million available and no amount outstanding on the overdraft facility.

As of September 30, 2023, there was $ 75.0 million available and no amount outstanding on the overdraft facility.

As of December 31, 2022, there was no amount outstanding on the overdraft facility.

1 unchanged sentence

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 June 30, 2023, $ 3.6 million was outstanding on these agreements, all of which is included in other current liabilities in the condensed consolidated balance sheet.

As of September 30, 2023, $ 3.6 million was outstanding on these agreements, all of which is included in other current liabilities in the condensed consolidated balance sheet.

As of December 31, 2022, $ 9.3 million was outstanding on these agreements, of which $ 5.8 million and $ 3.5 million is included in other current liabilities and other noncurrent liabilities, respectively.

1 unchanged sentence

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):

June 30, 2023 December 31, 2022

September 30, 2023 December 31, 2022

Gross Carrying Amount Accumulated Amortization Net Balance Gross Carrying Amount Accumulated Amortization Net Balance

1 unchanged sentence

Amortization of software for internal use is computed using the straight-line method over an estimated useful life of generally three to eight years .

Software for internal use amortization expense recorded during the three months ended June 30, 2023 and 2022, totaled $ 16.0 million and $ 17.1 million, respectively.

Software for internal use amortization expense recorded during the six months ended June 30, 2023 and 2022, totaled $ 33.0 million and $ 33.8 million, respectively.

Software for internal use amortization expense recorded during the three months ended September 30, 2023 and 2022, totaled $ 16.3 million and $ 17.3 million, respectively.

Software for internal use amortization expense recorded during the nine months ended September 30, 2023 and 2022, totaled $ 49.3 million and $ 51.1 million, respectively.

These software amortization expense amounts are reflected in depreciation and amortization in the condensed consolidated statements of operations.

Amortization of software for resale was 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 six months ended June 30, 2022 totaled $ 0.7 million.

Software for resale was fully amortized during the first quarter of 2022 and, therefore, there was no amortization expense recorded during the three months ended June 30, 2022, or the three and six months ended June 30, 2023.

Software for resale amortization expense recorded during the nine months ended September 30, 2022 totaled $ 0.7 million.

Software for resale was fully amortized during the first quarter of 2022 and, therefore, there was no amortization expense recorded during the three months ended September 30, 2022, or the three and nine months ended September 30, 2023.

The software amortization expense amount was reflected in cost of revenue 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):

June 30, 2023 December 31, 2022

September 30, 2023 December 31, 2022

Gross Carrying Amount Accumulated Amortization Net Balance Gross Carrying Amount Accumulated Amortization Net Balance

2 unchanged sentences

Total other intangible assets $ 465,713 $ ( 262,576 ) $ 203,137 $ 466,427 $ ( 237,729 ) $ 228,698

Other intangible assets amortization expense recorded during the three months ended June 30, 2023 and 2022, totaled $ 8.5 million and $ 9.1 million, respectively.

Other intangible assets amortization expense recorded during the six months ended June 30, 2023 and 2022, totaled $ 16.9 million and $ 18.3 million, respectively.

Based on capitalized intangible assets as of June 30, 2023, estimated amortization expense amounts in future fiscal years are as follows (in thousands):

Other intangible assets amortization expense recorded during the three months ended September 30, 2023 and 2022, totaled $ 8.5 million and $ 8.8 million, respectively.

Other intangible assets amortization expense recorded during the nine months ended September 30, 2023 and 2022, totaled $ 25.4 million and $ 27.1 million, respectively.

Based on capitalized intangible assets as of September 30, 2023, estimated amortization expense amounts in future fiscal years are as follows (in thousands):

Fiscal Year Ending December 31, Software Amortization Other Intangible Assets Amortization

8 unchanged sentences

Employee Stock Purchase Plan

Shares issued under the 2017 Employee Stock Purchase Plan during the six months ended June 30, 2023 and 2022, totaled 65,770 and 70,242 , respectively.

Shares issued under the 2017 Employee Stock Purchase Plan during the nine months ended September 30, 2023 and 2022, totaled 101,565 and 108,149 , respectively.

Stock Options

8 unchanged sentences

Expired ( 4,614 ) 19.63

Outstanding as of June 30, 2023 1,066,406 $ 18.98 2.20 $ 8,530,772

Exercisable as of June 30, 2023 1,066,406 $ 18.98 2.20 $ 8,530,772

The total intrinsic value of stock options exercised during the six months ended June 30, 2023 and 2022, was $ 0.8 million and $ 1.1 million, respectively.

There were no stock options granted during the six months ended June 30, 2023 or 2022.

Outstanding as of September 30, 2023 1,052,513 $ 18.98 1.90 $ 8,419,789

Exercisable as of September 30, 2023 1,052,513 $ 18.98 1.90 $ 8,419,789

The total intrinsic value of stock options exercised during the nine months ended September 30, 2023 and 2022, was $ 0.9 million and $ 1.1 million, respectively.

There were no stock options granted during the nine months ended September 30, 2023 or 2022.

Performance Share Awards

During the six months ended June 30, 2023, pursuant to the Company's 2020 Equity and Incentive Compensation Plan, the Company granted performance share awards with a total shareholder return multiplier.

During the nine months ended September 30, 2023, pursuant to the Company's 2020 Equity and Incentive Compensation Plan, the Company granted performance share awards with a total shareholder return multiplier.

These performance awards are earned based upon achievement, over a specified period that must not be less than one year and is typically a three-year performance period, of performance goals related to (i) net revenue growth and (ii) net adjusted EBITDA margin over the performance period as determined by the Company with a TSR multiplier up to plus or minus 20 %.

8 unchanged sentences

Change in payout rate ( 427,685 ) 30.01

Nonvested as of June 30, 2023 704,939 $ 40.43

As of June 30, 2023, the TSRs granted in 2020 were earned by the employees.

Nonvested as of September 30, 2023 682,148 $ 40.62

In the first quarter of 2023, the TSRs granted in 2020 were earned by the employees.

However, the performance goals were not met and no shares were issued.

The fair value of TSRs granted during the six months ended June 30, 2023 and 2022, were estimated on the date of grant using the Monte Carlo simulation model, acceptable under ASC 718, Compensation - Stock Compensation , using the following weighted average assumptions:

Six months ended June 30,

The fair value of TSRs granted during the nine months ended September 30, 2023 and 2022, were estimated on the date of grant using the Monte Carlo simulation model, acceptable under ASC 718, Compensation - Stock Compensation , using the following weighted average assumptions:

Nine Months Ended

September 30,

Expected life (years) 2.9 3.1

10 unchanged sentences

Forfeited ( 433,528 ) 28.34

Nonvested as of June 30, 2023 1,925,304 $ 26.59

During the six months ended June 30, 2023, a total of 438,542 RSUs vested.

Nonvested as of September 30, 2023 1,654,477 $ 26.66

During the nine months ended September 30, 2023, a total of 553,490 RSUs vested.

The Company withheld 165,440 of those shares to pay the employees’ portion of the minimum payroll withholding taxes.

As of June 30, 2023, there were unrecognized compensation costs of $ 45.5 million and $ 12.6 million related to nonvested RSUs and TSRs, respectively, which the Company expects to recognize over weighted average periods of 2.5 years and 2.0 years, respectively.

The Company recorded stock-based compensation expense recognized under ASC 718 for the three months ended June 30, 2023 and 2022, of $ 5.4 million and $ 6.8 million, respectively, with corresponding tax benefits of $ 1.0 million and $ 0.9 million, respectively.

The Company recorded stock-based compensation expense recognized under ASC 718 for the six months ended June 30, 2023 and 2022, of $ 10.7 million and $ 14.8 million, respectively, with corresponding tax benefits of $ 2.0 million and $ 2.1 million, respectively.

As of September 30, 2023, there were unrecognized compensation costs of $ 36.4 million and $ 10.0 million related to nonvested RSUs and TSRs, respectively, which the Company expects to recognize over weighted average periods of 2.3 years and 1.8 years, respectively.

The Company recorded stock-based compensation expense recognized under ASC 718 for the three months ended September 30, 2023 and 2022, of $ 6.8 million and $ 7.1 million, respectively, with corresponding tax benefits of $ 1.2 million and $ 1.0 million, respectively.

The Company recorded stock-based compensation expense recognized under ASC 718 for the nine months ended September 30, 2023 and 2022, of $ 17.5 million and $ 21.9 million, respectively, with corresponding tax benefits of $ 3.2 million and $ 3.0 million , respectively.

Common Stock and Treasury Stock

1 unchanged sentence

On February 24, 2023, 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 did no t repurchase any shares under the program during the six months ended June 30, 2023.

The Company did no t repurchase any shares under the program during the nine months ended September 30, 2023.

Under the program to date, the Company has repurchased 57,981,733 shares for approximately $ 926.2 million.

As of June 30, 2023, the maximum remaining amount authorized for purchase under the stock repurchase program was $ 200.0 million.

As of September 30, 2023, the maximum remaining amount authorized for purchase under the stock repurchase program was $ 200.0 million.

Earnings (Loss) Per Share

2 unchanged sentences

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

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended

September 30, Nine Months Ended

September 30,

2023 2022 2023 2022

3 unchanged sentences

Diluted weighted average shares outstanding 108,933 114,348 108,428 115,211

The diluted earnings (loss) per share computation excludes 3.7 million and 2.2 million options to purchase shares, RSUs, and contingently issuable shares during the three months ended June 30, 2023 and 2022, respectively, as their effect would be anti-dilutive.

The diluted earnings (loss) per share computation excludes 3.1 million and 2.0 million options to purchase shares, RSUs, and contingently issuable shares during the six months ended June 30, 2023 and 2022, respectively, as their effect would be anti-dilutive.

Common stock outstanding as of June 30, 2023, and December 31, 2022, was 108,595,441 and 108,068,828 , respectively.

Other, net is primarily comprised of foreign currency transaction gains and losses.

Other, net was $ 4.1 million of expense and $ 2.0 million of income for the three months ended June 30, 2023 and 2022, respectively.

Other, net was $ 7.5 million of expense and $ 4.3 million of income for the six months ended June 30, 2023 and 2022, respectively.

The diluted earnings (loss) per share computation excludes 2.0 million options to purchase shares, RSUs, and contingently issuable shares during both the three months ended September 30, 2023 and 2022, as their effect would be anti-dilutive.

The diluted earnings (loss) per share computation excludes 3.2 million and 2.0 million options to purchase shares, RSUs, and contingently issuable shares during the nine months ended September 30, 2023 and 2022, respectively, as their effect would be anti-dilutive.

Common stock outstanding as of September 30, 2023, and December 31, 2022, was 108,722,535 and 108,068,828 , respectively.

Other, net is primarily comprised of foreign currency transaction gains and losses and, for the three and nine months ended September 30, 2022, the $ 38.5 million gain on the divestiture.

Other, net was $ 1.1 million and $ 41.5 million of income for the three months ended September 30, 2023 and 2022, respectively.

Other, net was $ 6.4 million of expense and $ 45.8 million of income for the nine months ended September 30, 2023 and 2022, respectively.

Segment Information

22 unchanged sentences

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

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended

September 30, Nine Months Ended

September 30,

2023 2022 2023 2022

15 unchanged sentences

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

Three Months Ended June 30, 2023

Three Months Ended September 30, 2023

Banks Merchants Billers Total

7 unchanged sentences

Total $ 155,684 $ 36,267 $ 171,064 $ 363,015

Three Months Ended June 30, 2022

Three Months Ended September 30, 2022

Banks Merchants Billers Total

7 unchanged sentences

Total $ 117,439 $ 35,609 $ 153,543 $ 306,591

Six Months Ended June 30, 2023

Nine Months Ended September 30, 2023

Banks Merchants Billers Total

7 unchanged sentences

Total $ 361,231 $ 107,556 $ 507,229 $ 976,016

Six Months Ended June 30, 2022

Nine Months Ended September 30, 2022

Banks Merchants Billers Total

9 unchanged sentences

the Digital Business Banking solution category.

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended

September 30, Nine Months Ended

September 30,

2023 2022 2023 2022

15 unchanged sentences

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

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended

September 30, Nine Months Ended

September 30,

2023 2022 2023 2022

3 unchanged sentences

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

June 30, 2023 December 31, 2022

September 30, 2023 December 31, 2022

Long-lived Assets

2 unchanged sentences

Total $ 1,952,670 $ 2,041,352

No single customer accounted for more than 10% of the Company’s consolidated revenues during the three and six months ended June 30, 2023 and 2022.

No other country outside the United States accounted for more than 10% of the Company's consolidated revenues during the six months ended June 30, 2023 and 2022.

For the three and six months ended June 30, 2023, the Company's effective tax rate was 33 % and 27 %, respectively.

The Company reported tax benefit on pretax loss for both the three and six months ended June 30, 2023, with foreign entities recognizing earnings of $ 24.3 million and $ 17.1 million, respectively.

For the three and six months ended June 30, 2022, the Company's effective tax rate was 25 % and 28 %, respectively.

The Company reported tax expense on pretax income for both the three and six months ended June 30, 2022, with foreign entities recognizing earnings of $ 27.4 million and $ 58.3 million, respectively.

No single customer accounted for more than 10% of the Company’s consolidated revenues during the three and nine months ended September 30, 2023 and 2022.

No other country outside the United States accounted for more than 10% of the Company's consolidated revenues during the nine months ended September 30, 2023 and 2022.

For the three and nine months ended September 30, 2023, the Company's effective tax rate was 19 % and 83 %, respectively.

The Company reported a tax charge on pretax income for the three months ended September 30, 2023 and a tax benefit on pretax loss for the nine months ended September 30, 2023, with foreign entities recognizing earnings of $ 47.9 million and $ 64.9 million, respectively.

For the three and nine months ended September 30, 2022, the Company's effective tax rate was 31 % and 29 %, respectively.

The Company reported tax expense on pretax income for both the three and nine months ended September 30, 2022, with foreign entities recognizing earnings of $ 28.7 million and $ 87.0 million, respectively.

On July 21, 2023, the Internal Revenue Service issued Notice 2023-55 providing guidance to taxpayers in determining whether a foreign tax is eligible for a U.S.

foreign tax credit for tax years 2022 and 2023 effectively delaying the application of an unfavorable foreign tax credit regulation until 2024.

As a result of this guidance, the Company recorded a tax benefit of $ 6.0 million during the three months ended September 30, 2023.

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.

2 unchanged sentences

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 June 30, 2023, and December 31, 2022, the amount of unrecognized tax benefits for uncertain tax positions was $ 26.4 million, excluding related liabilities for interest and penalties of $ 0.6 million.

As of September 30, 2023, and December 31, 2022, the amount of unrecognized tax benefits for uncertain tax positions was $ 22.7 million and $ 26.4 million, respectively, excluding related liabilities for interest and penalties of $ 0.6 million.

The Company believes it is reasonably possible that the total amount of unrecognized tax benefits will decrease within the next 12 months by approximately $ 4.6 million, due to the settlement of various audits and the expiration of statutes of limitation.

5 unchanged sentences

The Company settled these lawsuits by establishing a $ 5.0 million fund out of which payments will be made to class members and for attorneys’ fees and administrative costs.

The $ 5.0 million was funded from insurance.

Additional funds totaling $ 1.5 million could be required to be established under certain circumstances.

3 unchanged sentences

The Company settled the CFPB investigation for $ 25.0 million plus various undertakings.

The Company is proceeding to document agreements in principle to settle with the state money transmission regulators and attorneys general for a total of $ 20.0 million plus various undertakings.

Payment was made to the CFPB and funds received from the insurance carriers during the three months ended September 30, 2023.

Subsequent to September 30, 2023, the Company settled with the state money transmission regulators and attorneys general for a total of $ 20.0 million plus various undertakings.

Funds for the state and money transmission regulator settlements were previously received from the insurance carriers and deposited into an escrow account.

The Company believes that the CPFB and state undertakings will not adversely affect it.

The Company expects that insurance will fund substantially all of the settlement payments and costs, including lawyers’ fees, subject to the retained limits and other terms of the applicable policies.

The Company recorded the payable to the CFPB and a receivable from its insurance carriers, which are included in other current liabilities and other current assets, respectively, in the accompanying condensed consolidated balance sheet as of June 30, 2023, for the $ 25.0 million settlement.

Payment was made to the CFPB and funds received from the insurance carriers subsequent to quarter-end.

Funds for the potential state and money transmission regulator settlements have been deposited into an escrow account at a bank by the insurance carriers to be disbursed on finalization of the settlement.

The Company’s customer commenced an action for damages as a result of this event.

The customer action remains pending and the Company presently intends to vigorously defend it.

The Company expects that insurance will fund payments and costs associated with the defense of the customer action, and other claims that may be asserted against it, subject to the policy limits and other terms of the applicable policies.

Funds received from or expected to be received from insurance carriers are generally subject to the respective carriers' reservation of rights.

The Company is from time to time subject to other claims, litigation and investigations.

1 unchanged sentence

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements