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) March 31, 2025 December 31, 2024 ASSETS Current assets Cash and cash equivalents $ 230,057 $ 216,394 Receivables, net of allowances of $ 1,725 and $ 1,758 , respectively 386,083 414,399 Settlement assets 543,245 318,871 Prepaid expenses 35,885 29,218 Other current assets 13,430 11,940 Total current assets 1,208,700 990,822 Noncurrent assets Accrued receivables, net 353,767 360,079 Property and equipment, net 33,712 35,069 Operating lease right-of-use assets 26,460 28,864 Software, net 83,738 92,893 Goodwill 1,226,026 1,226,026 Intangible assets, net 160,716 165,377 Deferred income taxes, net 76,681 72,713 Other noncurrent assets 33,462 53,450 TOTAL ASSETS $ 3,203,262 $ 3,025,293 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities Accounts payable $ 52,521 $ 45,422 Settlement liabilities 542,092 317,484 Employee compensation 30,780 55,567 Current portion of long-term debt 34,945 34,928 Deferred revenue 72,449 75,419 Other current liabilities 71,727 73,808 Total current liabilities 804,514 602,628 Noncurrent liabilities Deferred revenue 18,437 19,304 Long-term debt 810,906 889,649 Deferred income taxes, net 40,942 39,920 Operating lease liabilities 20,934 22,592 Other noncurrent liabilities 24,929 26,873 Total liabilities 1,720,662 1,600,966 Commitments and contingencies Stockholders’ equity Preferred stock; $ 0.01 par value; 5,000,000 shares authorized; no shares issued at March 31, 2025, and December 31, 2024 — — Common stock; $ 0.005 par value; 280,000,000 shares authorized; 140,525,055 shares issued at March 31, 2025, and December 31, 2024 702 702 Additional paid-in capital 735,751 731,927 Retained earnings 1,656,955 1,598,085 Treasury stock, at cost, 35,251,782 and 35,270,142 shares at March 31, 2025, and December 31, 2024, respectively ( 797,214 ) ( 784,914 ) Accumulated other comprehensive loss ( 113,594 ) ( 121,473 ) Total stockholders’ equity 1,482,600 1,424,327 TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ 3,203,262 $ 3,025,293 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 March 31, 2025 2024 Revenues Software as a service and platform as a service $ 237,083 $ 215,732 License 84,493 29,973 Maintenance 48,642 47,754 Services 24,347 22,560 Total revenues 394,565 316,019 Operating expenses Cost of revenue (1) 213,378 191,107 Research and development 38,908 34,993 Selling and marketing 32,186 26,750 General and administrative 27,592 26,000 Depreciation and amortization 23,985 27,609 Total operating expenses 336,049 306,459 Operating income 58,516 9,560 Other income (expense) Interest expense ( 14,683 ) ( 19,010 ) Interest income 4,064 4,009 Other, net 23,740 ( 2,025 ) Total other income (expense) 13,121 ( 17,026 ) Income (loss) before income taxes 71,637 ( 7,466 ) Income tax expense 12,767 285 Net income (loss) $ 58,870 $ ( 7,751 ) Income (loss) per common share Basic $ 0.56 $ ( 0.07 ) Diluted $ 0.55 $ ( 0.07 ) Weighted average common shares outstanding Basic 105,350 106,799 Diluted 106,827 106,799 (1) The cost of revenue excludes charges for depreciation and amortization. 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 March 31, 2025 2024 Net income (loss) $ 58,870 $ ( 7,751 ) Other comprehensive income (loss): Foreign currency translation adjustments 7,879 ( 2,404 ) Total other comprehensive income (loss) 7,879 ( 2,404 ) Comprehensive income (loss) $ 66,749 $ ( 10,155 ) 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 March 31, 2025 Common Stock Additional Paid-in Capital Retained Earnings Treasury Stock Accumulated Other Comprehensive Loss Total Balance as of December 31, 2024 $ 702 $ 731,927 $ 1,598,085 $ ( 784,914 ) $ ( 121,473 ) $ 1,424,327 Net income — — 58,870 — — 58,870 Other comprehensive income — — — — 7,879 7,879 Stock-based compensation — 11,627 — — — 11,627 Shares issued and forfeited, net, under stock plans — ( 7,803 ) — 9,178 — 1,375 Repurchase of 264,936 shares of common stock — — — ( 14,408 ) — ( 14,408 ) Repurchase of stock-based compensation awards for tax withholdings — — — ( 7,070 ) — ( 7,070 ) Balance as of March 31, 2025 $ 702 $ 735,751 $ 1,656,955 $ ( 797,214 ) $ ( 113,594 ) $ 1,482,600 Three Months Ended March 31, 2024 Common Stock Additional Paid-in Capital Retained Earnings Treasury Stock Accumulated Other Comprehensive Loss Total Balance as of December 31, 2023 $ 702 $ 712,994 $ 1,394,967 $ ( 674,896 ) $ ( 109,470 ) $ 1,324,297 Net loss — — ( 7,751 ) — — ( 7,751 ) Other comprehensive loss — — — — ( 2,404 ) ( 2,404 ) Stock-based compensation — 8,099 — — — 8,099 Shares issued and forfeited, net, under stock plans — ( 6,157 ) — 7,336 — 1,179 Repurchase of 2,060,433 shares of common stock — — — ( 63,065 ) — ( 63,065 ) Repurchase of stock-based compensation awards for tax withholdings — — — ( 3,302 ) — ( 3,302 ) Balance as of March 31, 2024 $ 702 $ 714,936 $ 1,387,216 $ ( 733,927 ) $ ( 111,874 ) $ 1,257,053 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 CASH FLOWS (unaudited and in thousands) Three Months Ended March 31, 2025 2024 Cash flows from operating activities: Net income (loss) $ 58,870 $ ( 7,751 ) Adjustments to reconcile net income (loss) to net cash flows from operating activities: Depreciation 3,156 3,631 Amortization 20,829 23,978 Amortization of operating lease right-of-use assets 2,435 2,568 Amortization of deferred debt issuance costs 650 936 Deferred income taxes ( 2,463 ) 1,006 Stock-based compensation expense 11,627 8,099 Gain on sale of equity investment ( 25,927 ) — Other ( 718 ) ( 1,311 ) Changes in operating assets and liabilities: Receivables 41,640 127,269 Accounts payable 7,479 ( 448 ) Accrued employee compensation ( 25,182 ) ( 26,453 ) Deferred revenue ( 4,648 ) 13,907 Other current and noncurrent assets and liabilities ( 9,527 ) ( 22,190 ) Net cash flows from operating activities 78,221 123,241 Cash flows from investing activities: Purchases of property and equipment ( 2,170 ) ( 3,208 ) Purchases of software and distribution rights ( 6,759 ) ( 14,582 ) Proceeds from sale of equity investment 46,021 — Net cash flows from investing activities 37,092 ( 17,790 ) Cash flows from financing activities: Proceeds from issuance of common stock 813 693 Proceeds from exercises of stock options 582 475 Repurchase of stock-based compensation awards for tax withholdings ( 7,070 ) ( 3,302 ) Repurchases of common stock ( 14,408 ) ( 62,515 ) Proceeds from revolving credit facility — 164,000 Repayment of revolving credit facility ( 70,000 ) ( 152,000 ) Proceeds from term portion of credit agreement — 500,000 Repayment of term portion of credit agreement ( 9,375 ) ( 529,073 ) Payments for debt issuance costs — ( 5,141 ) Payments on or proceeds from other debt, net ( 4,217 ) ( 2,694 ) Net increase (decrease) in settlement assets and liabilities 88,324 ( 18,933 ) Net cash flows from financing activities ( 15,351 ) ( 108,490 ) Effect of exchange rate fluctuations on cash 1,791 2,314 Net increase (decrease) in cash and cash equivalents 101,753 ( 725 ) Cash and cash equivalents, including settlement deposits, beginning of period 265,018 238,821 Cash and cash equivalents, including settlement deposits, end of period $ 366,771 $ 238,096 Reconciliation of cash and cash equivalents to the Consolidated Balance Sheets Cash and cash equivalents $ 230,057 $ 183,393 Settlement deposits 136,714 54,703 Total cash and cash equivalents, including settlement deposits $ 366,771 $ 238,096 Supplemental cash flow information Income taxes paid $ 12,695 $ 2,524 Interest paid $ 19,807 $ 24,081 The accompanying notes are an integral part of the condensed consolidated financial statements. 7 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 March 31, 2025, and for the three months ended March 31, 2025 and 2024, 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, 2024, 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, 2024, filed on February 27, 2025. Results for the three months ended March 31, 2025, 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. These estimates and assumptions are affected by management’s application of accounting policies, as well as uncertainty in the current economic environment. Actual results could differ from those estimates. Other Current Liabilities The components of other current liabilities are included in the following table (in thousands): March 31, 2025 December 31, 2024 Vendor financed licenses $ 12,717 $ 14,462 Operating lease liabilities 8,402 9,265 Income taxes payable 8,006 3,284 Accrued interest 3,020 8,810 Other 39,582 37,987 Total other current liabilities $ 71,727 $ 73,808 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 8 Table of contents Company’s determination of its fee structure for clients and represents a portion of the payment for services performed by the Company. The amount of settlement funds as of March 31, 2025, and December 31, 2024, was $ 224.1 million and $ 267.0 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 $ 401.7 million and $ 399.2 million as of March 31, 2025, and December 31, 2024, 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 as discussed in Note 9, Segment Information, during the three months ended March 31, 2025, it realigned Banks and Merchants under a single general manager leading Payment Software. This change also resulted in a change in reporting units - combining Banks and Merchants into Payment Software, while maintaining Biller. As of March 31, 2025, the Company's goodwill balance of $ 1.2 billion was allocated $ 809.0 million to Payment Software and $ 417.0 million to Biller. Recoverability of goodwill is measured using a discounted cash flow 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, 2024, annual impairment test and there have been no indications of impairment in the subsequent periods. Equity Method Investment In July 2019, the Company invested $ 18.3 million for a 30 % non-controlling financial interest in a payment technology and services company in India. The Company accounted for this investment using the equity method in accordance with ASC 323, Investments - Equity Method and Joint Ventures, and recorded its share of earnings and losses in the investment on a one-quarter lag basis. The Company had recorded an investment of $ 18.6 million, included in other noncurrent asset s in the condensed consolidated balance sheet as of December 31, 2024. In March 2025, the Company sold its 30 % interest for $ 46.0 million. The Company recognized a gain on the sale of $ 25.9 million, which is recorded in other, net in the condensed consolidated statements of operations. Recently Issued Accounting Standards Not Yet Effective In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. The amendments in this update will require entities to provide disaggregated disclosures of specific expense categories underlying certain income statement expense line items on an annual and interim basis. ASU 2024-03 is effective for annual periods beginning after December 15, 2026, and early application is permitted for annual financial statements that have not yet been issued or made available for issuance. The Company is currently assessing the impact that the adoption of ASU 2024-03 will have on its financial statement footnote disclosures. Recently Adopted Accounting Pronouncements In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures , to enhance the transparency and decision usefulness of income tax disclosures. The amendments in this update will require disclosure of more disaggregated information about a reporting entity's effective tax rate reconciliation and income taxes paid. ASU 2023-09 is effective for our annual period beginning after December 15, 2024. ASU 2023-09 is expected to impact our income tax disclosures beginning with the consolidated financial statements included in the annual report on Form 10-K for the fiscal year ended December 31, 2025, but is not expected to have an impact on the Company's financial position, results of operations or cash flows. 9 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 be entitled to in exchange for those products and services. Revenue is recognized net of any taxes collected from customers and subsequently remitted to governmental authorities. See Note 9, Segment Information, for additional information, including disaggregation of revenue based on primary solution category. Total receivables represent amounts billed and amounts earned that are to be billed in the future (i.e., accrued receivables). Included in accrued receivables are services, software as a service ("SaaS"), and platform as a service ("PaaS") revenues earned in the current period but billed in the following period and amounts due under multi-year software license arrangements with extended payment terms for which the Company has an unconditional right to invoice and receive payment subsequent to invoicing. Total receivables, net is comprised of the following (in thousands): March 31, 2025 December 31, 2024 Billed receivables $ 169,631 $ 198,486 Allowance for doubtful accounts ( 1,725 ) ( 1,758 ) Billed receivables, net 167,906 196,728 Current accrued receivables, net 218,177 217,671 Long-term accrued receivables, net 353,767 360,079 Total accrued receivables, net 571,944 577,750 Total receivables, net $ 739,850 $ 774,478 N o customer accounted for more than 10% of the Company’s consolidated receivables balance as of March 31, 2025 and December 31, 2024. 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, 2024 $ 94,723 Deferral of revenue 34,117 Recognition of deferred revenue ( 38,543 ) Foreign currency translation 589 Balance, March 31, 2025 $ 90,886 Revenue allocated to remaining performance obligations represents contracted revenue that will be recognized in future periods, which is comprised of deferred revenue and amounts that will be invoiced and recognized as revenue in future periods. This does not include: • Revenue that will be recognized in future periods from capacity overages that are accounted for as a usage-based royalty. • SaaS and PaaS revenue from variable consideration that will be recognized in accordance with the ‘right to invoice’ practical expedient or meets the allocation objective. Revenue allocated to remaining performance obligations was $ 661.4 million as of March 31, 2025, of which the Company expects to recognize approximately 51 % over the next 12 months and the remainder thereafter. During the three months ended March 31, 2025, revenue recognized by the Company from performance obligations satisfied in previous periods was $ 19.6 million. 10 Table of contents 3. Debt As of March 31, 2025, the Company had $ 453.1 million, and $ 400.0 million outstanding under its Term Loans and Senior Notes, respectively. There was no amount outstanding under the Revolving Credit Facility, with up to $ 598.1 million of unused borrowings under the Revolving Credit Facility portion of the Credit Agreement, as amended, and up to $ 1.9 million of unused borrowings under Letter of Credit agreements. The amount of unused borrowings actually available varies in accordance with the terms of the agreement. Credit Agreement On February 26, 2024, ACI Worldwide, Inc. (the “Company”) entered into a Refinance Amendment (the “Amendment”) to the Second Amended and Restated Credit Agreement, dated as of April 5, 2019 (as amended, restated, supplemented or otherwise modified from time to time, including by the Amendment, the “Credit Agreement”) among the Company, the subsidiary borrowers from time to time party thereto, the lenders from time to time party thereto, Bank of America, N.A., as administrative agent and a lender, BofA Securities, Inc., PNC Capital Markets LLC, Wells Fargo Securities, LLC, and TD Securities (USA) LLC, as Joint Lead Arrangers and Joint Bookrunners, and the other financial institutions party thereto. The Amendment (i) provides a senior secured term loan facility (the “Term Loan Facility”) in an aggregate principal amount of $ 500 million, (ii) provides a senior secured revolving credit facility (the “Revolving Loan Facility” and together with the Term Loan Facility, the “Credit Facilities”) of up to $ 600 million, and (iii) extends the maturity date of the Facilities to February 26, 2029 (the “Maturity Date”), provided that if any of the Company’s 5.750 % Senior Notes due 2026 are outstanding on the date that is 91 days before the maturity thereof (the “Springing Maturity Date”), and the Company does not have sufficient liquidity as of such date, the Maturity Date will be the Springing Maturity Date. The Revolving Loan Facility includes a $ 35 million sublimit for the issuance of standby letters of credit and a $ 20 million sublimit for swingline loans. Amounts repaid under the Revolving Facility may be reborrowed. Borrowings under the Credit Facilities bear interest at a rate equal to, at borrower's option, either (A) a base rate determined by reference to the highest of (1) the rate of interest per annum publicly announced by Bank of America as its prime rate, (2) the federal funds effective rate plus 0.5 %, (3) term Secured Overnight Financing Rate ("SOFR") plus 1 %, and (4) 1 % or (B) term SOFR for applicable interest period relevant to such borrowing, in each case plus an applicable margin. The applicable margin for borrowings under the Credit Facilities is, based on the calculation of the applicable consolidated total leverage ratio, between 0.5 % to 1.5 % with respect to base rate borrowings and between 1.5 % and 2.5 % with respect to term SOFR rate borrowings. Interest is due and payable monthly. The interest rate in effect for the Credit Facility as of March 31, 2025, was 6.17 %. The Company is also required to pay customary fees under the Credit Facilities, including (a) a commitment fee related to the unutilized commitments under the Revolving Credit Facility, (b) letter of credit fees including fronting fees and commissions on the maximum amount available to be drawn under all outstanding letters of credit, and (c) agency fees. The Company’s subsidiaries, ACI Worldwide Corp. and ACI Payments, Inc. are co-borrowers under the Credit Agreement. The obligations of the borrowers under the Credit Facilities and the obligations of the Company and its subsidiaries under cash management arrangements entered into with lenders under the Credit Facilities (or affiliates thereof) are jointly and severally guaranteed by the Company and all of its existing and future material domestic subsidiaries, subject to certain exclusions. The obligations of the borrowers in respect of the Credit Facilities are secured by first-priority security interests in substantially all assets of the borrowers, including 100 % of the capital stock of each domestic subsidiary of the borrower and 65 % of the voting capital stock of each foreign subsidiary that is directly owned by a borrower, in each case subject to certain exclusions set forth in the Credit Agreement. The Credit Agreement contains customary negative covenants that, among other things, restrict the Company’s ability to incur additional indebtedness, grant additional liens, and make certain acquisitions, investments, asset dispositions, and restricted payments. In addition, the Credit Agreement contains financial covenants that require the Company to maintain, as of the end of any fiscal quarter, (i) a consolidated total net leverage ratio of less than or equal to 4.25 to 1.00, (ii) a consolidated senior secured net leverage ratio of less than or equal to 3.75 to 1.00, and (iii) a minimum consolidated interest coverage ratio of greater than or equal to 3.00 to 1.00, in each case subject to certain exclusions as set forth in the Credit Agreement. The Credit Agreement also contains certain customary affirmative covenants and events of default. If an event of default, as specified in the Credit Agreement, shall occur and be continuing, the Company may be required to repay all amounts outstanding under the Credit Facilities. 11 Table of contents Senior Notes On August 21, 2018, the Company completed a $ 400.0 million offering of the 2026 Notes at an issue price of 100 % of the principal amount in a private placement for resale to qualified institutional buyers. The 2026 Notes bear interest at an annual rate of 5.750 %, payable semi-annually in arrears on February 15 and August 15 of each year. The 2026 Notes will mature on August 15, 2026. Maturities on debt outstanding as of March 31, 2025, are as follows (in thousands): Fiscal Year Ending December 31, Remainder of 2025 $ 28,125 2026 437,500 2027 37,500 2028 37,500 2029 312,500 Thereafter — Total $ 853,125 As of March 31, 2025, and at all times during the period, the Company was in compliance with its financial debt covenants. Total debt is comprised of the following (in thousands): March 31, 2025 December 31, 2024 Term loans $ 453,125 $ 462,500 Revolving credit facility — 70,000 5.750 % Senior notes, due August 2026 400,000 400,000 Debt issuance costs ( 7,274 ) ( 7,923 ) Total debt 845,851 924,577 Less: current portion of term loans 37,500 37,500 Less: current portion of debt issuance costs ( 2,555 ) ( 2,572 ) Total long-term debt $ 810,906 $ 889,649 Overdraft Facility In 2019, the Company and ACI Payments, Inc. entered in to an uncommitted overdraft facility with Bank of America, N.A. The overdraft facility bears interest at the federal funds effective rate plus 2.25 % based on the Company’s average outstanding balance and the frequency in which overdrafts occur. The overdraft facility acts as a secured loan under the terms of the Credit Agreement to provide an additional funding mechanism for timing differences that can occur in the bill payment settlement process. Amounts outstanding on the overdraft facility are included in other current liabilities in the condensed consolidated balance sheet. As of March 31, 2025 and December 31, 2024, there was $ 75.0 million available and no amount outstanding on the overdraft facility. 12 Table of contents 4. Software and Other Intangible Assets The carrying amount and accumulated amortization of the Company's software assets subject to amortization at each balance sheet date are as follows (in thousands): March 31, 2025 December 31, 2024 Gross Carrying Amount Accumulated Amortization Net Balance Gross Carrying Amount Accumulated Amortization Net Balance Software for internal use $ 490,497 $ ( 406,759 ) $ 83,738 $ 488,257 $ ( 395,364 ) $ 92,893 Amortization of software for internal use is computed using the straight-line method over an estimated useful life of generally three to eight years . Software for internal use amortization expense recorded during the three months ended March 31, 2025 and 2024, totaled $ 15.6 million and $ 15.5 million, respectively. These software amortization expense amounts are reflected in depreciation and amortization in the condensed consolidated statements of operations. The carrying amount and accumulated amortization of the Company’s other intangible assets subject to amortization at each balance sheet date are as follows (in thousands): March 31, 2025 December 31, 2024 Gross Carrying Amount Accumulated Amortization Net Balance Gross Carrying Amount Accumulated Amortization Net Balance Customer relationships $ 447,001 $ ( 286,285 ) $ 160,716 $ 444,385 $ ( 279,008 ) $ 165,377 Other intangible assets amortization expense recorded during the three months ended March 31, 2025 and 2024, totaled $ 5.2 million and $ 8.5 million, respectively. Based on capitalized intangible assets as of March 31, 2025, 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 2025 $ 40,022 $ 15,751 2026 29,967 21,001 2027 10,883 20,737 2028 2,636 18,338 2029 230 17,721 Thereafter — 67,168 Total $ 83,738 $ 160,716 13 Table of contents 5. Stock-Based Compensation Plans Employee Stock Purchase Plan Shares issued under the 2017 Employee Stock Purchase Plan during the three months ended March 31, 2025 and 2024, totaled 17,412 and 27,550 , respectively. Stock Options A summary of stock option activity is as follows: Number of Shares Weighted Average Exercise Price ($) Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value of In-the-Money Options ($) Outstanding as of December 31, 2024 539,270 $ 18.65 Exercised ( 32,518 ) 17.89 Outstanding as of March 31, 2025 506,752 $ 18.69 1.25 $ 18,251,161 Exercisable as of March 31, 2025 506,752 $ 18.69 1.25 $ 18,251,161 The total intrinsic value of stock options exercised during the three months ended March 31, 2025 and 2024, was $ 1.2 million and $ 0.3 million, respectively. There were no stock options granted during the three months ended March 31, 2025 or 2024. Performance Share Awards During the three months ended March 31, 2025, pursuant to the Company's 2020 Equity and Incentive Compensation Plan, the Company granted performance share awards with a total shareholder return component ("TSRs"). These performance share awards are earned, if at all, based upon achievement, over a specified period that must not be less than one year and is typically a three-year performance period. The awards have operating performance goals that include (i) adjusted EBITDA metrics and (ii) revenue growth rates as determined by the Company with a TSR multiplier up to plus or minus 20 %. Up to 200 % of the performance shares could be earned upon achievement of the performance goals, including the multiplier. On a quarterly basis, management evaluates the probability that the threshold performance goals will be achieved, if at all, and the anticipated level of attainment to determine the amount of compensation expense to record in the consolidated financial statements. A summary of nonvested TSRs is as follows: Number of Shares Weighted Average Grant Date Fair Value Nonvested as of December 31, 2024 952,481 $ 35.21 Granted 459,741 59.78 Forfeited ( 19,415 ) 39.54 Nonvested as of March 31, 2025 1,392,807 $ 43.26 The fair value of TSRs granted during the three months ended March 31, 2025 and 2024, 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: Three Months Ended March 31, 2025 2024 Expected life (years) 2.3 2.7 Risk-free interest rate 4.0 % 4.4 % Expected volatility 33.2 % 36.8 % Expected dividend yield — — 14 Table of contents Restricted Share Units A summary of nonvested restricted share unit awards ("RSUs") is as follows: Number of Shares Weighted Average Grant Date Fair Value Nonvested as of December 31, 2024 1,727,524 $ 29.95 Granted 869,699 53.70 Vested ( 362,138 ) 30.29 Forfeited ( 54,138 ) 34.87 Nonvested as of March 31, 2025 2,180,947 $ 39.24 During the three months ended March 31, 2025, a total of 362,138 RSUs vested. The Company withheld 128,772 of those shares to pay the employees’ portion of the minimum payroll withholding taxes. As of March 31, 2025, there was unrecognized compensation expense of $ 80.3 million related to RSUs and $ 37.9 million related to TSRs, which the Company expects to recognize over a weighted average period of 2.4 years and 1.9 years, respectively. The Company recorded stock-based compensation expense recognized under ASC 718 for the three months ended March 31, 2025 and 2024, of $ 11.6 million and $ 8.1 million, respectively, with corresponding tax benefits of $ 1.8 million and $ 1.4 million, respectively. 6. 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 June 2024, the board approved the repurchase of the Company's common stock of up to $ 400.0 million, in place of the remaining purchase amounts previously authorized. The Company repurchased 264,936 shares for $ 14.4 million during the three months ended March 31, 2025. Under the program to date, the Company has repurchased 63,132,773 shares for approximately $ 1.1 billion. As of March 31, 2025, the maximum remaining amount authorized for purchase under the stock repurchase program was $ 358.1 million. Subsequent to March 31, 2025, the Company has repurchased additional shares under the repurchase program. 7. Earnings (Loss) Per Share Basic earnings (loss) per share is computed in accordance with ASC 260, Earnings Per Share , based on weighted average outstanding common shares. Diluted earnings (loss) per share is computed based on basic weighted average outstanding common shares adjusted for the dilutive effect of stock options, RSUs, and certain contingently issuable shares for which performance targets have been achieved. The following table reconciles the weighted average share amounts used to compute both basic and diluted earnings (loss) per share (in thousands): Three Months Ended March 31, 2025 2024 Weighted average shares outstanding: Basic weighted average shares outstanding 105,350 106,799 Add: Dilutive effect of stock options, RSUs, and contingently issuable shares 1,477 — Diluted weighted average shares outstanding 106,827 106,799 15 Table of contents The diluted earnings (loss) per share computation excludes 1.4 million and 4.4 million options to purchase shares, RSUs, and contingently issuable shares during the three months ended March 31, 2025 and 2024, respectively, as their effect would be anti-dilutive. Common stock outstanding as of March 31, 2025, and December 31, 2024, was 105,273,273 and 105,254,913 , respectively. 8. Other, Net Other, net is primarily comprised of foreign currency transaction gains and losses and, for the three months ended March 31, 2025, the $ 25.9 million gain on the sale of the Company's equity method investment. Other, net was $ 23.7 million of income and $ 2.0 million of expense for the three months ended March 31, 2025 and 2024, respectively. 9. Segment Information In 2025, the Company made a change in organizational structure to align with its strategic direction. As a result of this change, the Company reassessed its segment reporting structure due to changes in leadership structure and how the Company's chief operating decision maker ("CODM") assesses the Company's performance and allocates resources. Beginning in the first quarter of 2025, the Company reports financial performance based on its new operating segments, Payment Software, which includes bank and merchant customers, and Biller. The Company continues to use Segment Adjusted EBITDA as a measure of segment profitability. The Company’s Chief Executive Officer is also the chief operating decision maker. The CODM, together with other senior management personnel, focus their review on consolidated financial information and the allocation of resources based on operating results, including revenues and Segment Adjusted EBITDA, for each segment, separate from corporate operations. No operating segments have been aggregated to form the reportable segments. Payment Software. Payment Software drives payments orchestration for banks and merchants. ACI provides payment solutions to large and mid-size banks globally for retail banking, digital, and other payment services. These solutions transform banks’ complex payment environments to speed time to market, reduce costs, and deliver a consistent experience to customers across channels while enabling them to prevent and rapidly react to fraudulent activity. In addition, they enable banks to meet the requirements of different real-time payments schemes and to quickly create differentiated products to meet consumer, business, and merchant demands. ACI’s support of merchants globally includes Tier 1 and Tier 2 merchants (in-store and online), payment service providers, independent selling organizations, value-added resellers, and acquirers who service them. These customers operate in a variety of verticals, including general retail, grocery, hospitality, dining, travel and ticketing, fuel, telecommunications, and others. The Company's solutions provide merchants with a secure, omnichannel payments platform that gives them flexibility and independence. The Company also offers secure solutions to online-only merchants that provide consumers with a convenient and seamless way to shop. Biller. Within the Biller segment, ACI provides electronic bill presentment and payment services to companies operating in the consumer finance, insurance, healthcare, higher education, utility, government, mortgage, subscription provider, and telecommunications categories. The solutions enable these customers to support a wide range of payment options and provide a convenient consumer payments experience that drives consumer loyalty and increases revenue. ACI also provides fraud abuse protection to its Biller customers leveraging its proven AI, human, and data capabilities. Revenue is attributed to the reportable segments based upon customer and product. Expenses are attributed to the reportable segments in one of three methods: (1) direct costs of the segment, (2) labor costs that can be attributed based upon time tracking for individual projects, or (3) costs that are allocated. Allocated costs are generally marketing and sales related activities. Segment Adjusted EBITDA is the measure reported to the CODM for purposes of making decisions on allocating resources and assessing the performance of the Company’s segments, including budget and forecast-to-actual variances, and, therefore, Segment Adjusted EBITDA is presented in conformity with ASC 280, Segment Reporting. Segment Adjusted EBITDA is defined as earnings from operations before interest, income tax expense (benefit), depreciation and amortization (“EBITDA”) adjusted to exclude net other income (expense). Corporate and unallocated expenses includes global facilities and information technology costs and long-term product roadmap expenses in addition to corporate overhead costs that are not allocated to reportable segments. The overhead costs relate to human resources, finance, legal, accounting, and merger and acquisition activity. These costs along with depreciation and amortization and stock-based compensation are not considered when management evaluates segment performance. 16 Table of contents The following is selected financial data for the Company’s reportable segments for the periods indicated (in thousands): Three Months Ended March 31, 2025 Payment Software Biller Total Revenue $ 200,725 $ 193,840 $ 394,565 Less: Interchange (a) — 130,828 130,828 Global technology and innovation (b) 64,667 13,236 77,903 Other segment items (c) 29,497 18,881 48,378 Segment Adjusted EBITDA $ 106,561 $ 30,895 $ 137,456 Reconciliation of income before income taxes Depreciation and amortization ( 23,985 ) Stock-based compensation expense ( 11,627 ) Corporate and unallocated expenses ( 43,328 ) Interest, net ( 10,619 ) Other, net 23,740 Income before income taxes $ 71,637 Three Months Ended March 31, 2024 Payment Software Biller Total Revenue $ 141,157 $ 174,862 $ 316,019 Less: Interchange (a) — 112,394 112,394 Global technology and innovation (b) 60,432 11,983 72,415 Other segment items (c) 28,436 19,748 48,184 Segment Adjusted EBITDA $ 52,289 $ 30,737 $ 83,026 Reconciliation of loss before income taxes Depreciation and amortization ( 27,609 ) Stock-based compensation expense ( 8,099 ) Corporate and unallocated expenses ( 37,758 ) Interest, net ( 15,001 ) Other, net ( 2,025 ) Loss before income taxes $ ( 7,466 ) (a) Interchange – Interchange costs include all payment card interchange fees, amounts payable to banks, and payment card processing fees associated with providing services to Biller customers. (b) Global Technology & Innovation – (“GTI”) costs include the costs of maintaining software products, as well as the costs required to deliver, install, and support software at customer sites. It also includes maintenance costs, which are the efforts associated with providing the customer with upgrades, 24-hour help desk, post go-live (remote) support, and production-type support for software that was previously installed at a customer location. GTI includes costs to provide SaaS and PaaS services including our data center operations. Service costs including human resource and other incidental costs such as travel and training required for both pre go-live and post go-live support. Such efforts include project management, delivery, product customization and implementation, installation support, consulting, configuration, and on-site support. GTI also includes research and development expenses which are primarily human resource costs related to the creation of new products, improvements made to existing products, as well as compatibility with new operating system releases and generations of hardware. 17 Table of contents (c) Other segment items – other includes selling and marketing, product management, third-party royalties and other cost of goods sold excluding interchange. Selling and marketing costs, which are the costs related to selling our products to current and prospective customers as well as the costs related to promoting the Company, its products and the research efforts required to measure customers’ future needs and satisfaction levels. Selling costs are primarily the human resource and travel costs related to the effort expended to license our products and services to current and potential clients within defined territories and/or industries as well as the management of the overall relationship with customer accounts. Selling costs also include the costs associated with assisting distributors in their efforts to sell our products and services in their respective local markets. Product management costs are primarily the human resource costs related to developing and documenting our product requirements. Assets are not allocated to segments, and the Company’s CODM does not evaluate operating segments using discrete asset information. The following is revenue by primary solution category for the Company’s reportable segments for the periods indicated (in thousands): Three Months Ended March 31, 2025 Payment Software Biller Total Primary Solution Categories Bill Payments $ — $ 193,840 $ 193,840 Merchant Payments 37,659 $ 37,659 Fraud Management 9,574 — $ 9,574 Real-Time Payments 25,738 — $ 25,738 Issuing and Acquiring 127,754 — $ 127,754 Total $ 200,725 $ 193,840 $ 394,565 Three Months Ended March 31, 2024 Payment Software Biller Total Primary Solution Categories Bill Payments $ — $ 174,862 $ 174,862 Merchant Payments 35,728 — 35,728 Fraud Management 11,507 — 11,507 Real-Time Payments 24,748 — 24,748 Issuing and Acquiring 69,174 — 69,174 Total $ 141,157 $ 174,862 $ 316,019 Three Months Ended March 31, 2025 2024 Payment Software Software as a service and platform as a service $ 43,243 $ 40,870 License 84,493 29,973 Maintenance 48,642 47,754 Services 24,347 22,560 Total $ 200,725 $ 141,157 Biller Software as a service and platform as a service $ 193,840 $ 174,862 Total $ 193,840 $ 174,862 18 Table of contents The following is the Company's revenue by geographic location for the periods indicated (in thousands): Three Months Ended March 31, 2025 2024 Revenue United States $ 236,754 $ 228,107 Other 157,811 87,912 Total $ 394,565 $ 316,019 The following is the Company’s long-lived assets by geographic location for the periods indicated (in thousands): March 31, 2025 December 31, 2024 Long-lived Assets United States $ 1,145,477 $ 1,169,965 Other 772,404 791,793 Total $ 1,917,881 $ 1,961,758 No single customer accounted for more than 10% of the Company’s consolidated revenues during the three months ended March 31, 2025 and 2024. No other country outside the United States accounted for more than 10% of the Company's consolidated revenues during the three months ended March 31, 2025 and 2024. 10. Income Taxes For the three months ended March 31, 2025, the Company's effective tax rate was 18 %. The Company reported a tax charge on pretax income, with foreign entities recognizing earnings of $ 80.2 million. The effective tax rate for the three months ended March 31, 2025, was positively impacted by excess tax deductions on stock-based compensation expense. For the three months ended March 31, 2024, the Company's effective tax rate was negative 4 %. The Company reported a tax charge on an overall pretax loss, with foreign entities reporting losses of $ 11.1 million. The effective tax rate for the three months ended March 31, 2024, was negatively impacted by excess tax limitations on stock-based compensation expense. The Company’s effective tax rate could fluctuate on a quarterly basis due to the occurrence of significant and unusual or infrequent items, such as vesting of stock-based compensation or foreign currency gains and losses. The Company’s effective tax rate could also fluctuate due to changes in the valuation of its deferred tax assets or liabilities, or by changes in tax laws, regulations, accounting principles, or interpretations thereof. In addition, the Company is occasionally subject to examination of its income tax returns by tax authorities in the jurisdictions it operates. The Company regularly assesses the likelihood of adverse outcomes resulting from these examinations to determine the adequacy of its provision for income taxes. As of March 31, 2025, and December 31, 2024, the amount of unrecognized tax benefits for uncertain tax positions was $ 21.1 million and $ 21.0 million, respectively, excluding related liabilities for interest and penalties of $ 0.4 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 $ 0.8 million, due to the settlement of various audits and the expiration of statutes of limitation. 19 Table of contents