Trinseo(TSE) - 2025 Q2 - Quarterly Report
2025-08-07 16:09
Table of Contents Washington, D.C. 20549 FORM 10-Q (Mark One) ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-36473 UNITED STATES SECURITIES AND EXCHANGE COMMISSION ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 or Trinseo PLC (Exact name of registrant as specified in its charter) Ireland N/A (State or other jurisdict ...
stellation Energy (CEG) - 2025 Q2 - Quarterly Report
2025-08-07 16:04
PART I FINANCIAL INFORMATION [Financial Statements](index=7&type=section&id=ITEM%201.%20FINANCIAL%20STATEMENTS) This section presents the unaudited consolidated financial statements for Constellation Energy Corporation (CEG Parent) and Constellation Energy Generation, LLC for the quarterly period ended June 30, 2025, including statements of operations, cash flows, balance sheets, and changes in equity, along with combined notes detailing accounting policies and disclosures [Constellation Energy Corporation Financial Statements](index=8&type=section&id=Constellation%20Energy%20Corporation%20Financial%20Statements) For the six months ended June 30, 2025, Constellation Energy Corporation reported operating revenues of $12,889 million and net income attributable to common shareholders of $957 million, or $3.05 per diluted share, with total assets at $53,038 million and net cash from operating activities as a source of $1,584 million Constellation Energy Corporation - Consolidated Statement of Operations Highlights | Metric | Three Months Ended June 30, 2025 (Millions USD) | Three Months Ended June 30, 2024 (Millions USD) | Six Months Ended June 30, 2025 (Millions USD) | Six Months Ended June 30, 2024 (Millions USD) | | :--- | :--- | :--- | :--- | :--- | | **Operating Revenues** | $6,101 Millions | $5,475 Millions | $12,889 Millions | $11,637 Millions | | **Operating Income** | $951 Millions | $1,100 Millions | $1,402 Millions | $1,913 Millions | | **Net Income Attributable to Common Shareholders** | $839 Millions | $814 Millions | $957 Millions | $1,697 Millions | | **Diluted EPS** | $2.67 (USD) | $2.58 (USD) | $3.05 (USD) | $5.35 (USD) | Constellation Energy Corporation - Consolidated Cash Flow Highlights (Six Months Ended June 30) | Cash Flow Activity | 2025 (Millions USD) | 2024 (Millions USD) | | :--- | :--- | :--- | | **Net Cash from Operating Activities** | $1,584 Millions | ($1,336 Millions) | | **Net Cash from Investing Activities** | ($1,758 Millions) | $2,650 Millions | | **Net Cash from Financing Activities** | ($893 Millions) | ($1,385 Millions) | | **Increase (Decrease) in Cash** | ($1,067 Millions) | ($71 Millions) | Constellation Energy Corporation - Consolidated Balance Sheet Highlights | Metric | June 30, 2025 (Millions USD) | December 31, 2024 (Millions USD) | | :--- | :--- | :--- | | **Total Current Assets** | $9,233 Millions | $10,776 Millions | | **Total Assets** | $53,038 Millions | $52,926 Millions | | **Total Current Liabilities** | $6,256 Millions | $6,846 Millions | | **Total Liabilities** | $39,235 Millions | $39,387 Millions | | **Total Shareholders' Equity** | $13,446 Millions | $13,166 Millions | [Constellation Energy Generation, LLC Financial Statements](index=13&type=section&id=Constellation%20Energy%20Generation%2C%20LLC%20Financial%20Statements) Constellation Energy Generation, LLC's operating financial results mirror its parent company, reporting $12,889 million in operating revenues and $962 million in net income for the six months ended June 30, 2025, with total assets of $52,994 million, while financing activities and equity structure reflect its subsidiary status Constellation Energy Generation, LLC - Consolidated Statement of Operations Highlights | Metric | Three Months Ended June 30, 2025 (Millions USD) | Three Months Ended June 30, 2024 (Millions USD) | Six Months Ended June 30, 2025 (Millions USD) | Six Months Ended June 30, 2024 (Millions USD) | | :--- | :--- | :--- | :--- | :--- | | **Operating Revenues** | $6,101 Millions | $5,475 Millions | $12,889 Millions | $11,637 Millions | | **Operating Income** | $951 Millions | $1,100 Millions | $1,402 Millions | $1,913 Millions | | **Net Income Attributable to Membership Interest** | $839 Millions | $814 Millions | $957 Millions | $1,697 Millions | Constellation Energy Generation, LLC - Consolidated Cash Flow Highlights (Six Months Ended June 30) | Cash Flow Activity | 2025 (Millions USD) | 2024 (Millions USD) | | :--- | :--- | :--- | | **Net Cash from Operating Activities** | $1,502 Millions | ($1,350 Millions) | | **Net Cash from Investing Activities** | ($1,758 Millions) | $2,650 Millions | | **Net Cash from Financing Activities** | ($819 Millions) | ($1,368 Millions) | | **Distributions to member** | ($793 Millions) | ($1,220 Millions) | [Combined Notes to Consolidated Financial Statements](index=18&type=section&id=Combined%20Notes%20to%20Consolidated%20Financial%20Statements) These notes detail accounting policies and financial figures, covering the proposed Calpine acquisition, revenue recognition, segment performance, nuclear Production Tax Credit (PTC) impact, changes to the accounts receivable financing facility, derivative usage, debt, credit facilities, and the share repurchase program - The company entered into an agreement to acquire Calpine Corporation in a cash and stock transaction, which includes assuming **approximately $12.7 billion** of Calpine's debt. Regulatory approvals from PUCT, NYPSC, and FERC were received in June and July 2025[47](index=47&type=chunk)[48](index=48&type=chunk) - For the June 2025 through May 2026 planning year, the company recognized **$201 million** of revenue for Zero Emission Credits (ZECs) delivered in prior years, with payment expected in Q3 2026[57](index=57&type=chunk) - The company's nuclear units are eligible for a Production Tax Credit (PTC) through 2032. For the six months ended June 30, 2025, the company recognized an estimated nuclear PTC benefit of **approximately $45 million** in Operating revenues, down from **$712 million** in the same period of 2024[71](index=71&type=chunk)[72](index=72&type=chunk) - In December 2024, the company amended its accounts receivable financing facility, increasing its size to **$1.5 billion** and extending the maturity to December 2027. The structure changed from selling receivables to a secured revolving loan facility[143](index=143&type=chunk) - The company's Board of Directors has authorized a **$3 billion** share repurchase program. As of June 30, 2025, **approximately $540 million** of authority remained. In June 2025, the company initiated a **$404 million** Accelerated Share Repurchase (ASR) agreement[180](index=180&type=chunk)[183](index=183&type=chunk) - In July 2025, the One Big Beautiful Bill Act (OBBBA) was signed into law, which preserves key federal tax credits from the IRA, including the 45U nuclear PTC through 2032 and 45Y for new nuclear projects through 2035, reinforcing the long-term economic viability of the company's nuclear assets[216](index=216&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A)](index=48&type=section&id=ITEM%202.%20MANAGEMENT%27S%20DISCUSSION%20AND%20ANALYSIS%20OF%20FINANCIAL%20CONDITION%20AND%20RESULTS%20OF%20OPERATIONS) This MD&A provides management's perspective on financial condition and operations, highlighting legislative support for nuclear energy, a 20-year PPA with Meta, and the strategic Calpine acquisition, while detailing performance drivers, liquidity, capital resources, and credit matters [Executive Overview, Significant Transactions and Developments, and Other Key Business Drivers](index=48&type=section&id=Executive%20Overview%2C%20Significant%20Transactions%20and%20Developments%2C%20and%20Other%20Key%20Business%20Drivers) This section outlines the company's role as the largest U.S. carbon-free energy producer, highlighting the One Big Beautiful Bill Act (OBBBA) supporting nuclear energy, a **20-year** PPA with Meta for the Clinton Clean Energy Center, and the strategic acquisition of Calpine to expand generation capacity and retail supply, while monitoring tariffs, nuclear fuel supply risks from the Russia-Ukraine conflict, and environmental regulations - The One Big Beautiful Bill Act (OBBBA), signed into law in July 2025, preserves and enhances federal tax credits from the IRA, reinforcing the long-term economic viability of the company's nuclear generation assets[219](index=219&type=chunk) - A **20-year** PPA was signed with Meta Platforms, Inc. for the output of the Clinton Clean Energy Center, supporting its relicensing and continued operations. The deal includes a **30 MW** plant uprate expected to be complete in 2029[220](index=220&type=chunk) - The proposed acquisition of Calpine will add over **27 GW** of generation capacity (natural gas, geothermal, battery storage, solar) and a retail platform serving **60 TWhs** of load annually, creating the nation's leading competitive retail electric supplier[221](index=221&type=chunk)[222](index=222&type=chunk) - The company is actively managing risks from the Russia-Ukraine conflict related to nuclear fuel supply by working with a diverse set of suppliers and increasing fuel inventory, in light of the **U.S. ban on Russian uranium imports effective August 2024**[225](index=225&type=chunk) [Financial Results of Operations](index=50&type=section&id=Financial%20Results%20of%20Operations) For Q2 2025, GAAP Net Income slightly increased to **$839 million**, while the six-month GAAP Net Income decreased to **$957 million** from **$1,697 million** year-over-year, primarily due to lower Nuclear PTC revenues and unfavorable unrealized hedging results, partially offset by favorable ZEC revenues and improved market conditions, with Adjusted (non-GAAP) Operating Earnings for Q2 2025 rising to **$599 million** (**$1.91/share**) from **$531 million** (**$1.68/share**) GAAP vs. Adjusted (non-GAAP) Operating Earnings | Metric (in millions) | Three Months Ended June 30, 2025 (Millions USD) | Three Months Ended June 30, 2024 (Millions USD) | Six Months Ended June 30, 2025 (Millions USD) | Six Months Ended June 30, 2024 (Millions USD) | | :--- | :--- | :--- | :--- | :--- | | **GAAP Net Income Attributable to Common Shareholders** | $839 Millions | $814 Millions | $957 Millions | $1,697 Millions | | **Adjusted (non-GAAP) Operating Earnings** | $599 Millions | $531 Millions | $1,272 Millions | $1,110 Millions | - The primary drivers for the **$740 million** decrease in year-to-date GAAP Net Income were unfavorable net unrealized losses on economic hedges, lower Nuclear PTC revenues (**$45M** in YTD 2025 vs. **$712M** in YTD 2024), and higher net unrealized losses on equity investments[241](index=241&type=chunk)[244](index=244&type=chunk)[261](index=261&type=chunk) - Offsetting factors included favorable ZEC revenues (due to recognition of prior period deliveries), higher capacity revenues, and better margins on load contracts[240](index=240&type=chunk)[244](index=244&type=chunk) Nuclear Fleet Capacity Factor | Period | 2025 (%) | 2024 (%) | | :--- | :--- | :--- | | **Three Months Ended June 30** | 94.8% | 95.4% | | **Six Months Ended June 30** | 94.5% | 94.4% | [Liquidity and Capital Resources](index=62&type=section&id=Liquidity%20and%20Capital%20Resources) The company maintains a strong liquidity position, with **$9.5 billion** in aggregate bank commitments and **$7.2 billion** of available capacity as of June 30, 2025, and net cash from operating activities significantly improved to **$1,584 million** for the first six months of 2025, sufficient to meet all requirements, though a credit downgrade could trigger **approximately $2.4 billion** in incremental collateral Cash Flow Summary (Six Months Ended June 30) | Cash Flow Activity | 2025 (Millions USD) | 2024 (Millions USD) | | :--- | :--- | :--- | | **Net Cash from Operating Activities** | $1,584 Millions | ($1,336 Millions) | | **Net Cash from Investing Activities** | ($1,758 Millions) | $2,650 Millions | | **Net Cash from Financing Activities** | ($893 Millions) | ($1,385 Millions) | - As of June 30, 2025, the company had access to **$9.5 billion** in aggregate bank commitments with **$7.2 billion** of available capacity[280](index=280&type=chunk) - A loss of investment grade credit rating (requiring a three-notch downgrade) would trigger an estimated incremental collateral requirement of **approximately $2.4 billion**[282](index=282&type=chunk)[283](index=283&type=chunk) - The company declared quarterly dividends of **$0.3878 per share** for the first three quarters of 2025[279](index=279&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=66&type=section&id=ITEM%203.%20QUANTITATIVE%20AND%20QUALITATIVE%20DISCLOSURES%20ABOUT%20MARKET%20RISK) This section details the company's market risk exposures, including commodity prices, counterparty credit, interest rates, and equity prices, managed through hedging, the nuclear PTC, long-term nuclear fuel contracts, master netting agreements, and collateral requirements, with disclosures on variable-rate debt and Nuclear Decommissioning Trust (NDT) funds - The company's commodity price risk is significantly mitigated by the nuclear PTC, which provides increasing support as unit revenues decline. A hypothetical **$5/MWh** reduction in energy prices would not have a **material impact** on earnings for 2025 and 2026[298](index=298&type=chunk)[299](index=299&type=chunk) - The company manages nuclear fuel supply risk through long-term contracts. For the period 2025-2030, **approximately 35%** of uranium concentrate requirements are supplied by **three suppliers**. The company is diversifying its supply chain to mitigate geopolitical risks, such as the Russia-Ukraine conflict[300](index=300&type=chunk)[301](index=301&type=chunk) - A hypothetical **25 basis point** increase in interest rates and a **10%** decrease in equity prices would result in a **$981 million** reduction in the fair value of the company's Nuclear Decommissioning Trust (NDT) assets as of June 30, 2025[316](index=316&type=chunk) [Controls and Procedures](index=70&type=section&id=ITEM%204.%20CONTROLS%20AND%20PROCEDURES) The company's principal executive and financial officers concluded that disclosure controls and procedures were **effective** as of June 30, 2025, with **no material changes** to internal control over financial reporting during the second quarter of 2025 - As of June 30, 2025, the principal executive officer and principal financial officer concluded that the company's disclosure controls and procedures **were effective**[319](index=319&type=chunk) - **No material changes** to internal control over financial reporting occurred during the second quarter of 2025[320](index=320&type=chunk) PART II OTHER INFORMATION [Legal Proceedings](index=71&type=section&id=ITEM%201.%20LEGAL%20PROCEEDINGS) The company is involved in various lawsuits and regulatory proceedings in the ordinary course of business, with further details on material legal matters provided in Note 13 of the financial statements - The company is involved in various legal and regulatory proceedings in the ordinary course of business. For details on material cases, refer to Note 13 — Commitments and Contingencies[322](index=322&type=chunk) [Risk Factors](index=71&type=section&id=ITEM%201A.%20RISK%20FACTORS) As of June 30, 2025, the company's risk factors have not materially changed from those described in its 2024 Annual Report on Form 10-K - As of June 30, 2025, there were **no material changes** to the risk factors previously disclosed in the company's 2024 Form 10-K[323](index=323&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=71&type=section&id=ITEM%202.%20UNREGISTERED%20SALES%20OF%20EQUITY%20SECURITIES%20AND%20USE%20OF%20PROCEEDS) This section details the company's share repurchase activities, including a **$3 billion** authorized program, a **$404 million** Accelerated Share Repurchase (ASR) agreement initiated in June 2025 resulting in an initial delivery of **1,099,580 shares**, and **approximately $540 million** remaining for repurchase as of June 30, 2025 - In June 2025, the company initiated a **$404 million** Accelerated Share Repurchase (ASR) agreement, receiving an initial delivery of **1,099,580 shares**[326](index=326&type=chunk)[330](index=330&type=chunk) - As of June 30, 2025, the approximate dollar value of shares that may yet be purchased under the authorized program is **$540 million**[330](index=330&type=chunk) - There were no open market share repurchases during the six months ended June 30, 2025[325](index=325&type=chunk) [Other Information](index=72&type=section&id=ITEM%205.%20OTHER%20INFORMATION) During the second quarter of 2025, no directors or executive officers adopted or terminated any Rule 10b5-1 trading plans or other non-Rule 10b5-1 trading arrangements for the purchase or sale of the company's securities - No directors or executive officers adopted or terminated any Rule 10b5-1 trading plans during the three months ended June 30, 2025[332](index=332&type=chunk)
Live Ventures rporated(LIVE) - 2025 Q3 - Quarterly Results
2025-08-07 15:51
"The strength of our operational execution is evident in these results - despite revenue headwinds, we more than doubled our Adjusted EBITDA from $6.1 million to $13.2 million, demonstrating our ability to drive significant margin expansion and cost optimization. Our operating cash flow increased 58% to $21.9 million for the nine months, providing us with excellent financial flexibility to pursue strategic growth opportunities. ¹ Adjusted EBITDA is a non-GAAP measure. A reconciliation of the non-GAAP measur ...
German American(GABC) - 2025 Q2 - Quarterly Report
2025-08-07 15:44
[PART I. FINANCIAL INFORMATION](index=6&type=section&id=PART%20I.%20FINANCIAL%20INFORMATION) Presents the unaudited consolidated financial statements and management's discussion and analysis for German American Bancorp, Inc [Unaudited Financial Statements](index=6&type=section&id=Item%201.%20Unaudited%20Financial%20Statements) Presents the unaudited consolidated financial statements for German American Bancorp, Inc. as of June 30, 2025, reflecting significant growth from the Heartland BancCorp acquisition [Consolidated Balance Sheets](index=6&type=section&id=Consolidated%20Balance%20Sheets) Total assets increased by 31.5% to $8.28 billion at June 30, 2025, primarily due to the Heartland BancCorp acquisition Consolidated Balance Sheet Highlights (in $ thousands) | Metric | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | **Total Assets** | **$8,280,142** | **$6,295,910** | | Loans, Net | $5,663,918 | $4,080,466 | | Goodwill | $377,976 | $179,025 | | **Total Liabilities** | **$7,210,638** | **$5,580,843** | | Total Deposits | $6,954,686 | $5,329,075 | | **Total Shareholders' Equity** | **$1,069,504** | **$715,067** | [Consolidated Statements of Income](index=7&type=section&id=Consolidated%20Statements%20of%20Income) Net income for Q2 2025 rose to $31.4 million, driven by a 59% increase in net interest income following the Heartland acquisition Income Statement Highlights - Q2 (in $ thousands, except EPS) | Metric | Q2 2025 | Q2 2024 | | :--- | :--- | :--- | | Net Interest Income | $73,155 | $45,971 | | Provision for Credit Losses | $1,200 | $625 | | Non-interest Income | $16,733 | $18,923 | | Non-interest Expense | $49,517 | $37,674 | | **Net Income** | **$31,361** | **$20,530** | | **Diluted EPS** | **$0.84** | **$0.69** | Income Statement Highlights - Six Months (in $ thousands, except EPS) | Metric | Six Months 2025 | Six Months 2024 | | :--- | :--- | :--- | | Net Interest Income | $139,727 | $90,965 | | Provision for Credit Losses | $16,500 | $1,525 | | Non-interest Income | $31,573 | $34,745 | | Non-interest Expense | $102,299 | $74,412 | | **Net Income** | **$41,878** | **$39,552** | | **Diluted EPS** | **$1.16** | **$1.33** | [Consolidated Statements of Comprehensive Income (Loss)](index=12&type=section&id=Consolidated%20Statements%20of%20Comprehensive%20Income%20(Loss)) Comprehensive income for Q2 2025 was $33.5 million, with H1 2025 at $54.8 million, influenced by net income and securities valuation changes Comprehensive Income (Loss) Summary (in $ thousands) | Period | Net Income | Other Comprehensive Income (Loss) | Comprehensive Income (Loss) | | :--- | :--- | :--- | :--- | | **Q2 2025** | $31,361 | $2,121 | $33,482 | | **Q2 2024** | $20,530 | $19,086 | $39,616 | | **H1 2025** | $41,878 | $12,904 | $54,782 | | **H1 2024** | $39,552 | $(809) | $38,743 | [Consolidated Statements of Changes in Shareholders' Equity](index=14&type=section&id=Consolidated%20Statements%20of%20Changes%20in%20Shareholders%27%20Equity) Shareholders' equity increased to $1.07 billion at June 30, 2025, primarily due to the $320.0 million stock issuance for the Heartland acquisition - The acquisition of Heartland BancCorp was the main contributor to the increase in shareholders' equity, with the issuance of **7,742,723 shares** adding **$320.0 million**[26](index=26&type=chunk) - The company declared and paid cash dividends of **$0.29 per share** in both Q1 and Q2 2025, totaling **$21.6 million** for the six-month period[26](index=26&type=chunk) [Consolidated Statements of Cash Flows](index=15&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows) Cash and cash equivalents increased by $11.4 million in H1 2025, driven by operating and investing activities, offset by financing outflows Cash Flow Summary - Six Months Ended June 30 (in $ thousands) | Activity | 2025 | 2024 | | :--- | :--- | :--- | | Net Cash from Operating Activities | $64,844 | $42,562 | | Net Cash from Investing Activities | $110,540 | $154,205 | | Net Cash from Financing Activities | $(164,028) | $17,222 | | **Net Change in Cash and Cash Equivalents** | **$11,356** | **$213,989** | [Notes to Consolidated Financial Statements](index=17&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements) Provides detailed explanations of accounting policies and financial figures, including the insurance business sale, securities, loans, segments, and the Heartland acquisition [Note 3 – Sale of Insurance Assets](index=18&type=section&id=Note%203%20%E2%80%93%20Sale%20of%20Insurance%20Assets) Details the June 1, 2024, sale of German American Insurance, Inc. for $40.0 million cash, resulting in a $36.5 million pre-tax gain Gain on Sale of Insurance Assets (in $ thousands) | Description | Amount | | :--- | :--- | | Gross Purchase Price | $40,000 | | Write-off of Goodwill and Intangibles | $(1,332) | | Working Capital Adjustment | $(345) | | **Net Purchase Price** | **$38,323** | | Transaction Costs | $(1,816) | | **Pre-tax Gain on Sale** | **$36,507** | | **After-tax Gain on Sale** | **$27,476** | [Note 5 – Securities](index=19&type=section&id=Note%205%20%E2%80%93%20Securities) Details the $1.57 billion available-for-sale securities portfolio, which had a net unrealized loss of $262.4 million as of June 30, 2025 - In June/July 2024, the company restructured its securities portfolio, selling **$375.3 million** in securities for a pre-tax loss of approximately **$34.9 million**[46](index=46&type=chunk) - As of June 30, 2025, securities with a fair value of **$1.13 billion** were in a continuous unrealized loss position, totaling **$266.3 million** in losses, primarily due to market interest rate fluctuations[49](index=49&type=chunk) [Note 7 – Loans](index=22&type=section&id=Note%207%20%E2%80%93%20Loans) Total loans grew to $5.75 billion at June 30, 2025, largely due to the Heartland acquisition, with ACL increasing to $75.5 million Loan Portfolio Composition (in $ thousands) | Loan Type | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Commercial and Industrial | $734,551 | $591,785 | | Commercial Real Estate | $3,096,728 | $2,224,872 | | Agricultural | $461,420 | $431,037 | | Residential Mortgage | $798,343 | $357,448 | | Retail (Home Equity, Consumer, etc.) | $574,324 | $448,872 | | **Total Loans** | **$5,748,360** | **$4,133,267** | - The company acquired loans with a fair value of **$1.50 billion** in the Heartland acquisition on February 1, 2025[59](index=59&type=chunk)[60](index=60&type=chunk) - The Allowance for Credit Losses (ACL) increased from **$44.4 million** at year-end 2024 to **$75.5 million** at June 30, 2025, including a **$15.9 million** allowance for acquired PCD loans and a **$16.2 million** 'Day 2' CECL provision related to the Heartland acquisition[64](index=64&type=chunk) [Note 9 – Segment Information](index=34&type=section&id=Note%209%20%E2%80%93%20Segment%20Information) Details the company's two primary segments, Core Banking and Wealth Management Services, following the June 2024 insurance operations sale - The company ceased insurance-related activities after selling the assets of its insurance subsidiary, German American Insurance, Inc. (GAI), on **June 1, 2024**[105](index=105&type=chunk) Segment Profit and Assets - Q2 2025 (in $ thousands) | Segment | Segment Profit (Loss) Before Taxes | Segment Assets | | :--- | :--- | :--- | | Core Banking | $40,408 | $8,252,469 | | Wealth Management Services | $1,500 | $15,829 | | Insurance | $— | $— | | Other / Eliminations | $(2,737) | $11,844 | | **Consolidated Total** | **$39,171** | **$8,280,142** | [Note 16 – Business Combinations](index=50&type=section&id=Note%2016%20%E2%80%93%20Business%20Combinations) Details the February 1, 2025, acquisition of Heartland BancCorp for $343.1 million, adding $1.94 billion in assets and $199.0 million in goodwill Heartland Acquisition Summary (in $ thousands) | Item | Value | | :--- | :--- | | **Fair Value of Total Consideration** | **$343,109** | | Cash Paid | $23,102 | | Equity Instruments Issued | $320,007 | | **Total Identifiable Net Assets Acquired** | **$144,158** | | **Goodwill Recognized** | **$198,951** | - The acquisition is consistent with the company's strategy to build a regional presence in Southern Indiana, Kentucky, and Ohio[176](index=176&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=53&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the significant impact of the Heartland BancCorp acquisition on financial condition and results, highlighting growth, margin expansion, and stable credit quality [Management Overview](index=53&type=section&id=Management%20Overview) The first half of 2025 was marked by the Heartland BancCorp acquisition, contributing to Q2 net income of $31.4 million and adjusted EPS of $0.86 - Completed the acquisition of Heartland BancCorp on **February 1, 2025**, adding **20 banking offices** in Columbus, Ohio, and Greater Cincinnati[188](index=188&type=chunk) Q2 2025 Performance vs. Q2 2024 | Metric | Q2 2025 | Q2 2024 | | :--- | :--- | :--- | | Net Income (as reported) | $31,361,000 | $20,530,000 | | EPS (as reported) | $0.84 | $0.69 | | Adjusted Net Income (Non-GAAP) | $32,058,000 | $20,351,000 | | Adjusted EPS (Non-GAAP) | $0.86 | $0.69 | [Critical Accounting Policies and Estimates](index=54&type=section&id=Critical%20Accounting%20Policies%20and%20Estimates) Identifies critical accounting policies including ACL, securities valuation, income tax, and goodwill, noting a Q1 2025 shift in ACL estimation method - The determination of the Allowance for Credit Losses (ACL) is inherently subjective and requires significant estimates regarding future cash flows, economic conditions, and other factors[197](index=197&type=chunk)[198](index=198&type=chunk) - On **March 31, 2025**, the company changed its ACL estimation method to a discounted cash flow model to better evaluate multiple economic scenarios[206](index=206&type=chunk) - Goodwill is not amortized but is tested for impairment annually on **December 31**, with no impairment indicated at the last testing date[211](index=211&type=chunk) [Results of Operations](index=56&type=section&id=Results%20of%20Operations) Operating results for Q2 and H1 2025 were significantly boosted by the Heartland acquisition, driving net interest income growth and margin expansion Net Interest Margin (Tax-Equivalent) | Period | Net Interest Margin | | :--- | :--- | | Q2 2025 | 3.92% | | Q2 2024 | 3.34% | | H1 2025 | 3.94% | | H1 2024 | 3.34% | - Accretion of discounts on acquired loans contributed **18 basis points** to the net interest margin in Q2 2025[219](index=219&type=chunk) - Q2 2025 non-interest expense increased **31% YoY** to **$49.5 million**, primarily driven by operating costs from the Heartland acquisition[241](index=241&type=chunk) [Financial Condition](index=65&type=section&id=Financial%20Condition) Total assets grew to $8.28 billion, loans to $5.75 billion, and deposits to $6.95 billion, primarily due to the Heartland acquisition - Total assets increased to **$8.28 billion** at June 30, 2025, largely due to the Heartland acquisition[259](index=259&type=chunk) - Excluding acquired loans, organic loan growth was approximately **5%** on an annualized basis in H1 2025[261](index=261&type=chunk) - Non-performing assets rose to **$25.1 million** (**0.30% of assets**) from **$11.1 million** (**0.18% of assets**), with the increase largely attributable to the Heartland acquisition, including a single adversely classified commercial relationship[270](index=270&type=chunk)[271](index=271&type=chunk) [Capital Resources and Liquidity](index=68&type=section&id=Capital%20Resources%20and%20Liquidity) The company maintains a strong capital and liquidity position, with shareholders' equity at $1.07 billion and regulatory capital ratios exceeding minimums Regulatory Capital Ratios (Consolidated) | Ratio | 6/30/2025 | Minimum for Capital Adequacy | | :--- | :--- | :--- | | Total Capital (to RWA) | 15.21% | 8.00% | | Tier 1 Capital (to RWA) | 13.53% | 6.00% | | Common Equity Tier 1 (to RWA) | 13.00% | 4.50% | | Tier 1 Capital (to Average Assets) | 10.93% | 4.00% | - The company plans to redeem the **$24.3 million** of outstanding Heartland Notes on **September 15, 2025**, funded from cash on hand[280](index=280&type=chunk)[288](index=288&type=chunk) - The company has not repurchased any shares under its **1.0 million share** repurchase plan[277](index=277&type=chunk) [Use of Non-GAAP Financial Measures](index=70&type=section&id=Use%20of%20Non-GAAP%20Financial%20Measures) Provides reconciliations of GAAP to non-GAAP financial measures, excluding specific non-recurring items to assess core operational performance Non-GAAP Reconciliation - Net Income and EPS (in $ thousands) | Metric | Q2 2025 | H1 2025 | | :--- | :--- | :--- | | Net Income, as reported | $31,361 | $41,878 | | Adjustments (Merger costs, CECL Day 2) | $697 | $17,467 | | **Adjusted Net Income** | **$32,058** | **$59,345** | | EPS, as reported | $0.84 | $1.16 | | **Adjusted EPS** | **$0.86** | **$1.64** | [Quantitative and Qualitative Disclosures About Market Risk](index=73&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) Discusses primary market risks, liquidity and interest rate risk, with net interest income projected to increase by 0.70% in a +200 bps rate shock Interest Rate Sensitivity of Net Interest Income (Next 12 Months) | Rate Change Scenario | % Change in Net Interest Income | | :--- | :--- | | +200 bps | +0.70% | | +100 bps | +0.34% | | -100 bps | -1.11% | | -200 bps | -3.33% | [Controls and Procedures](index=74&type=section&id=Item%204.%20Controls%20and%20Procedures) Disclosure controls and procedures were effective as of June 30, 2025, with no material changes to internal control over financial reporting - Management concluded that disclosure controls and procedures were effective as of **June 30, 2025**[310](index=310&type=chunk) - No material changes in internal control over financial reporting occurred during the second fiscal quarter of **2025**[311](index=311&type=chunk) [PART II. OTHER INFORMATION](index=75&type=section&id=PART%20II.%20OTHER%20INFORMATION) Presents other required information, including legal proceedings, risk factors, equity sales, defaults, and exhibits [Legal Proceedings](index=75&type=section&id=Item%201.%20Legal%20Proceedings) Reports no pending legal proceedings beyond routine litigation incidental to business operations - There are no pending legal proceedings, other than routine litigation incidental to the business[312](index=312&type=chunk) [Risk Factors](index=75&type=section&id=Item%201A.%20Risk%20Factors) No material changes to risk factors have occurred since the 2024 Annual Report on Form 10-K - No material changes to risk factors have occurred since the **2024 Annual Report on Form 10-K**[313](index=313&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=75&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company did not repurchase any equity securities during the quarter, with 1.0 million shares remaining available under the plan - The company has a board-approved plan to repurchase up to **1.0 million shares** of its common stock, but no shares were repurchased during the second quarter of **2025**[319](index=319&type=chunk) [Defaults Upon Senior Securities](index=75&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) Reports no defaults upon senior securities - None[320](index=320&type=chunk) [Mine Safety Disclosures](index=75&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - Not applicable[321](index=321&type=chunk) [Other Information](index=75&type=section&id=Item%205.%20Other%20Information) Reports no undisclosed Form 8-K information or Rule 10b5-1 trading arrangement adoptions or terminations by directors or officers - During Q2 2025, no director or officer of the Company adopted or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement[326](index=326&type=chunk) [Exhibits](index=77&type=section&id=Item%206.%20Exhibits) Lists all exhibits filed with the Form 10-Q, including Sarbanes-Oxley certifications and XBRL data files - The exhibits include the Agreement and Plan of Reorganization for the Heartland acquisition (incorporated by reference), articles of incorporation, bylaws, and Sarbanes-Oxley certifications[328](index=328&type=chunk)
ACI Worldwide(ACIW) - 2025 Q2 - Quarterly Report
2025-08-07 15:42
PART I – FINANCIAL INFORMATION [ITEM 1. FINANCIAL STATEMENTS (unaudited)](index=3&type=section&id=ITEM%201.%20FINANCIAL%20STATEMENTS%20(unaudited)) This section presents ACI Worldwide's unaudited condensed consolidated financial statements, including balance sheets, income statements, cash flows, and detailed notes [Condensed Consolidated Balance Sheets](index=3&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) The condensed consolidated balance sheets show the company's financial position as of June 30, 2025, compared to December 31, 2024, highlighting changes in assets, liabilities, and stockholders' equity | Metric | June 30, 2025 (in thousands) | December 31, 2024 (in thousands) | | :-------------------------------- | :----------------------------- | :------------------------------- | | **Total Assets** | $3,138,283 | $3,025,293 | | **Total Liabilities** | $1,744,785 | $1,600,966 | | **Total Stockholders' Equity** | $1,393,498 | $1,424,327 | - Total assets increased by **$112.99 million**, primarily driven by an increase in current assets, notably settlement assets - Total liabilities increased by **$143.82 million**, mainly due to higher current liabilities, particularly settlement liabilities - Total stockholders' equity decreased by **$30.83 million**, influenced by treasury stock repurchases partially offset by retained earnings growth [Condensed Consolidated Statements of Operations](index=5&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) The condensed consolidated statements of operations detail the company's revenues, operating expenses, and net income for the three and six months ended June 30, 2025, compared to the same periods in 2024 | Metric (in thousands) | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | Change (YoY) | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | Change (YoY) | | :-------------------- | :--------------------------- | :--------------------------- | :----------- | :--------------------------- | :--------------------------- | :----------- | | Total Revenues | $401,258 | $373,479 | +7.44% | $795,823 | $689,498 | +15.42% | | Operating Income | $34,858 | $53,701 | -35.09% | $93,374 | $63,261 | +47.61% | | Net Income | $12,202 | $30,887 | -60.49% | $71,072 | $23,136 | +207.11% | | Basic EPS | $0.12 | $0.29 | -58.62% | $0.68 | $0.22 | +209.09% | | Diluted EPS | $0.12 | $0.29 | -58.62% | $0.67 | $0.22 | +204.55% | - Net income for the three months ended June 30, 2025, decreased significantly by **60.49%** year-over-year, while for the six months, it increased by **207.11%** year-over-year[16](index=16&type=chunk) - Total revenues showed consistent growth, increasing by **7.44%** for the three-month period and **15.42%** for the six-month period[16](index=16&type=chunk) [Condensed Consolidated Statements of Comprehensive Income (Loss)](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Comprehensive%20Income%20(Loss)) This statement presents the net income and other comprehensive income (loss) components, primarily foreign currency translation adjustments, to arrive at total comprehensive income for the three and six months ended June 30, 2025 and 2024 | Metric (in thousands) | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | Change (YoY) | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | Change (YoY) | | :-------------------- | :--------------------------- | :--------------------------- | :----------- | :--------------------------- | :--------------------------- | :----------- | | Net Income | $12,202 | $30,887 | -60.49% | $71,072 | $23,136 | +207.11% | | Foreign Currency Translation Adjustments | $14,651 | $(2,208) | +763.54% | $22,530 | $(4,612) | +588.55% | | Comprehensive Income | $26,853 | $28,679 | -6.43% | $93,602 | $18,524 | +405.31% | - Foreign currency translation adjustments significantly improved, moving from a loss in 2024 to a gain in 2025 for both three and six-month periods, positively impacting comprehensive income[18](index=18&type=chunk) [Condensed Consolidated Statements of Stockholders' Equity](index=7&type=section&id=Condensed%20Consolidated%20Statements%20of%20Stockholders'%20Equity) These statements detail the changes in each component of stockholders' equity, including common stock, additional paid-in capital, retained earnings, treasury stock, and accumulated other comprehensive loss, for the three and six months ended June 30, 2025 and 2024 | Metric (in thousands) | Balance as of Dec 31, 2024 | 6 Months Ended June 30, 2025 | Balance as of June 30, 2025 | | :-------------------- | :------------------------- | :--------------------------- | :-------------------------- | | Common Stock | $702 | $0 | $702 | | Additional Paid-in Capital | $731,927 | $1,615 | $733,542 | | Retained Earnings | $1,598,085 | $71,072 | $1,669,157 | | Treasury Stock | $(784,914) | $(126,046) | $(910,960) | | Accumulated Other Comprehensive Loss | $(121,473) | $22,530 | $(98,943) | | **Total Stockholders' Equity** | **$1,424,327** | **$(30,829)** | **$1,393,498** | - The company repurchased **2,713,799 shares** of common stock for **$134.656 million** during the six months ended June 30, 2025, contributing to the decrease in total stockholders' equity[23](index=23&type=chunk) - Net income of **$71.072 million** for the six months ended June 30, 2025, increased retained earnings[23](index=23&type=chunk) [Condensed Consolidated Statements of Cash Flows](index=9&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) The condensed consolidated statements of cash flows provide a summary of cash generated from or used in operating, investing, and financing activities for the six months ended June 30, 2025, compared to the same period in 2024 | Metric (in thousands) | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | Change (YoY) | | :-------------------- | :--------------------------- | :--------------------------- | :----------- | | Net Cash Flows from Operating Activities | $128,018 | $178,258 | -28.18% | | Net Cash Flows from Investing Activities | $29,553 | $(23,978) | +223.24% | | Net Cash Flows from Financing Activities | $(129,543) | $(170,273) | +23.92% | | Net Increase (Decrease) in Cash and Cash Equivalents | $33,937 | $(14,703) | +331.09% | | Cash and Cash Equivalents, End of Period | $298,955 | $224,118 | +33.39% | - Cash flows from operating activities decreased by **$50.24 million**, primarily due to lower customer receipt collections and higher income taxes paid, partially offset by improved profitability[27](index=27&type=chunk)[190](index=190&type=chunk) - Cash flows from investing activities significantly improved, turning from a net outflow of **$23.98 million** in 2024 to a net inflow of **$29.55 million** in 2025, driven by proceeds from the sale of an equity investment[27](index=27&type=chunk)[193](index=193&type=chunk) - Cash flows from financing activities showed a reduced net outflow, primarily due to proceeds from the revolving credit facility and term loans, partially offset by the redemption of 2026 Notes and common stock repurchases[27](index=27&type=chunk)[195](index=195&type=chunk) [Notes to Condensed Consolidated Financial Statements](index=11&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) This section provides detailed notes on accounting policies, revenue, debt, intangible assets, stock compensation, segment information, and income taxes [1. Condensed Consolidated Financial Statements](index=11&type=section&id=1.%20Condensed%20Consolidated%20Financial%20Statements) This note outlines the basis of presentation for the unaudited financial statements, including accounting policies, estimates, and the sale of an equity investment | Other Current Liabilities (in thousands) | June 30, 2025 | December 31, 2024 | | :--------------------------------------- | :------------ | :---------------- | | Vendor financed licenses | $16,155 | $14,462 | | Operating lease liabilities | $8,559 | $9,265 | | Income taxes payable | $3,347 | $3,284 | | Accrued interest | $1,124 | $8,810 | | Other | $35,441 | $37,987 | | **Total other current liabilities** | **$64,626** | **$73,808** | - The company sold its **30% equity interest** in an Indian payment technology company for **$46.0 million** in March 2025, recognizing a gain of **$25.9 million**[41](index=41&type=chunk) - Goodwill balance as of June 30, 2025, was **$1.2 billion**, allocated **$809.0 million** to Payment Software and **$417.0 million** to Biller, following a realignment of reporting units[39](index=39&type=chunk) [2. Revenue](index=13&type=section&id=2.%20Revenue) This note details the company's revenue recognition policies in accordance with ASC 606, including the composition of total receivables, changes in deferred revenue, and revenue allocated to remaining performance obligations | Receivables (in thousands) | June 30, 2025 | December 31, 2024 | | :------------------------- | :------------ | :---------------- | | Billed receivables, net | $172,985 | $196,728 | | Current accrued receivables, net | $225,179 | $217,671 | | Long-term accrued receivables, net | $345,608 | $360,079 | | **Total receivables, net** | **$743,772** | **$774,478** | | Deferred Revenue (in thousands) | Amount | | :------------------------------ | :----- | | Balance, December 31, 2024 | $94,723 | | Deferral of revenue | $62,708 | | Recognition of deferred revenue | $(70,348) | | Foreign currency translation | $2,540 | | **Balance, June 30, 2025** | **$89,623** | - Revenue allocated to remaining performance obligations was **$724.0 million** as of June 30, 2025, with approximately **52%** expected to be recognized over the next 12 months[48](index=48&type=chunk) [3. Debt](index=14&type=section&id=3.%20Debt) This note provides details on the company's debt structure, including the Credit Agreement, Senior Notes, and an overdraft facility. It highlights the redemption of the 2026 Notes and the issuance of an Incremental Term Loan | Debt (in thousands) | June 30, 2025 | December 31, 2024 | | :------------------ | :------------ | :---------------- | | Term loans | $643,750 | $462,500 | | Revolving credit facility | $260,000 | $70,000 | | 5.750% Senior notes, due August 2026 | $0 | $400,000 | | Debt issuance costs | $(5,729) | $(7,923) | | **Total debt** | **$898,021** | **$924,577** | - On June 18, 2025, the company redeemed in full its outstanding **5.750% Senior Notes due 2026**, which had a principal amount of **$400.0 million**[37](index=37&type=chunk)[61](index=61&type=chunk) - An Incremental Term Loan of **$200.0 million** was entered into on June 18, 2025, under the Credit Facility[53](index=53&type=chunk) - The company was in compliance with all financial debt covenants as of June 30, 2025[62](index=62&type=chunk) [4. Software and Other Intangible Assets](index=16&type=section&id=4.%20Software%20and%20Other%20Intangible%20Assets) This note provides information on the carrying amounts and accumulated amortization of the company's software and other intangible assets, along with estimated future amortization expenses | Asset Category (in thousands) | June 30, 2025 Net Balance | December 31, 2024 Net Balance | | :---------------------------- | :------------------------ | :-------------------------- | | Software for internal use | $88,574 | $92,893 | | Customer relationships | $156,538 | $165,377 | | Amortization Expense (in thousands) | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | | :---------------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Software for internal use | $15,600 | $15,800 | $31,200 | $31,300 | | Other intangible assets | $5,300 | $8,200 | $10,500 | $16,700 | - Estimated future amortization expense for software and other intangible assets totals **$88.574 million** and **$156.538 million**, respectively, as of June 30, 2025[68](index=68&type=chunk) [5. Stock-Based Compensation Plans](index=17&type=section&id=5.%20Stock-Based%20Compensation%20Plans) This note details the company's stock-based compensation plans, including activity for employee stock purchase plans, stock options, performance share awards (TSRs), and restricted share units (RSUs), along with associated compensation expenses | Stock-Based Compensation Expense (in thousands) | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | | :---------------------------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Stock-based compensation expense | $16,400 | $10,700 | $28,000 | $18,800 | | Corresponding tax benefits | $2,600 | $1,700 | $4,400 | $3,100 | - Unrecognized compensation expense as of June 30, 2025, was **$77.6 million** for RSUs (weighted average period of **2.2 years**) and **$30.2 million** for TSRs (weighted average period of **1.7 years**)[74](index=74&type=chunk) - During the six months ended June 30, 2025, **507,754 TSRs** granted in fiscal 2022 vested at a **200% payout rate**, and **674,034 RSUs** vested[72](index=72&type=chunk)[73](index=73&type=chunk) [6. Common Stock and Treasury Stock](index=19&type=section&id=6.%20Common%20Stock%20and%20Treasury%20Stock) This note outlines the company's stock repurchase program, including the number of shares repurchased and the remaining authorized amount - The company repurchased **2,713,799 shares** for **$134.7 million** during the six months ended June 30, 2025[77](index=77&type=chunk) - As of June 30, 2025, the maximum remaining amount authorized for purchase under the stock repurchase program was **$223.5 million**[77](index=77&type=chunk) - Since the program's inception, the company has repurchased **65,581,636 shares** for approximately **$1.2 billion**[77](index=77&type=chunk) [7. Earnings Per Share](index=19&type=section&id=7.%20Earnings%20Per%20Share) This note provides the reconciliation of weighted average shares outstanding used to compute basic and diluted earnings per share | Metric (in thousands) | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | | :-------------------- | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Basic weighted average shares outstanding | 104,376 | 105,395 | 104,860 | 106,097 | | Dilutive effect of stock options, RSUs, and contingently issuable shares | 727 | 771 | 1,100 | 718 | | Diluted weighted average shares outstanding | 105,103 | 106,166 | 105,960 | 106,815 | - The diluted EPS computation excluded **2.0 million** and **1.7 million** anti-dilutive options, RSUs, and contingently issuable shares for the three and six months ended June 30, 2025, respectively[80](index=80&type=chunk) [8. Other, Net](index=20&type=section&id=8.%20Other,%20Net) This note details the components of 'Other, net' income or expense, primarily foreign currency transaction gains/losses, gain on sale of equity investment, and loss on extinguishment of debt | Metric (in thousands) | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | | :-------------------- | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Foreign currency transaction gains (losses) | $(5,300) | $16 | $(7,487) | $(2,019) | | Gain on sale of equity investment | $0 | $0 | $25,927 | $0 | | Loss on extinguishment of debt | $(1,093) | $0 | $(1,093) | $0 | | Equity investment earnings | $0 | $1,140 | $0 | $1,150 | | **Total other, net** | **$(6,393)** | **$1,156** | **$17,347** | **$(869)** | - A significant gain of **$25.9 million** from the sale of an equity investment contributed to a positive 'Other, net' for the six months ended June 30, 2025[82](index=82&type=chunk) - A **$1.1 million** loss on extinguishment of debt was recorded due to the redemption of the 2026 Notes[82](index=82&type=chunk) [9. Segment Information](index=20&type=section&id=9.%20Segment%20Information) This note details the company's segment reporting structure, which was realigned in 2025 into two operating segments: Payment Software and Biller. It provides financial data, including revenue and Segment Adjusted EBITDA, for each segment - In 2025, the company realigned its segment reporting to Payment Software (including bank and merchant customers) and Biller, with the CEO acting as the chief operating decision maker[83](index=83&type=chunk)[84](index=84&type=chunk) | Segment Revenue (in thousands) | 3 Months Ended June 30, 2025 Revenue | 3 Months Ended June 30, 2024 Revenue | 6 Months Ended June 30, 2025 Revenue | 6 Months Ended June 30, 2024 Revenue | | :----------------------------- | :----------------------------------- | :----------------------------------- | :----------------------------------- | :----------------------------------- | | Payment Software | $179,343 | $181,666 | $380,068 | $322,823 | | Biller | $221,915 | $191,813 | $415,755 | $366,675 | | **Total Revenue** | **$401,258** | **$373,479** | **$795,823** | **$689,498** | | Segment Adjusted EBITDA (in thousands) | 3 Months Ended June 30, 2025 Adj. EBITDA | 3 Months Ended June 30, 2024 Adj. EBITDA | 6 Months Ended June 30, 2025 Adj. EBITDA | 6 Months Ended June 30, 2024 Adj. EBITDA | | :------------------------------------- | :--------------------------------------- | :--------------------------------------- | :--------------------------------------- | :--------------------------------------- | | Payment Software | $83,278 | $94,587 | $189,839 | $146,876 | | Biller | $39,785 | $37,435 | $70,680 | $68,172 | | **Total Segment Adjusted EBITDA** | **$123,063** | **$132,022** | **$260,519** | **$215,048** | - Payment Software Segment Adjusted EBITDA decreased by **$11.3 million** for the three months ended June 30, 2025, but increased by **$43.0 million** for the six months, driven by revenue growth in license and capacity[178](index=178&type=chunk)[180](index=180&type=chunk) - Biller Segment Adjusted EBITDA increased by **$2.4 million** for the three months and **$2.5 million** for the six months ended June 30, 2025, primarily due to revenue increases offset by higher payment card interchange and processing fees[179](index=179&type=chunk)[181](index=181&type=chunk) [10. Income Taxes](index=25&type=section&id=10.%20Income%20Taxes) This note provides information on the company's effective tax rates, unrecognized tax benefits, and the potential impact of new tax legislation | Metric | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | | :----- | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Effective Tax Rate | 32% | 23% | 21% | 30% | - The effective tax rate for the three months ended June 30, 2025, was **32%**, compared to **23%** in the prior year, while for the six months, it was **21%** compared to **30%**[99](index=99&type=chunk)[100](index=100&type=chunk) - Unrecognized tax benefits for uncertain tax positions were **$21.0 million** as of June 30, 2025, with a potential decrease of **$0.8 million** within the next 12 months[102](index=102&type=chunk) - The company is assessing the impact of the recently enacted One Big Beautiful Bill Act (OBBBA) on its consolidated financial statements[103](index=103&type=chunk) [ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS](index=27&type=section&id=ITEM%202.%20MANAGEMENT'S%20DISCUSSION%20AND%20ANALYSIS%20OF%20FINANCIAL%20CONDITION%20AND%20RESULTS%20OF%20OPERATIONS) This section provides management's analysis of the company's financial condition, operational results, liquidity, and critical accounting estimates [Forward-Looking Statements](index=27&type=section&id=Forward-Looking%20Statements) This subsection provides a cautionary statement regarding forward-looking statements in the report, emphasizing that actual results may differ materially due to various risks and uncertainties - Forward-looking statements are based on current expectations and involve risks and uncertainties, and actual future results may vary materially[105](index=105&type=chunk)[106](index=106&type=chunk) - The company disclaims any obligation to update forward-looking statements, except as required by law[106](index=106&type=chunk) [Overview](index=27&type=section&id=Overview) This section provides an overview of ACI Worldwide's global payments technology business and key market trends influencing its operations - ACI Worldwide delivers software solutions for intelligent payments orchestration, serving banks, merchants, and billers globally[109](index=109&type=chunk)[110](index=110&type=chunk) - Key trends impacting strategies include increasing digital payment transaction volumes, adoption of real-time payments (e.g., FedNow, UPI), cloud technology adoption, payments intelligence/fraud prevention, omni-commerce, and open banking[113](index=113&type=chunk)[114](index=114&type=chunk)[115](index=115&type=chunk)[116](index=116&type=chunk)[117](index=117&type=chunk)[118](index=118&type=chunk) - The company aims for growth through organic sources, partnerships, alliances, and strategic acquisitions[119](index=119&type=chunk) [Backlog](index=29&type=section&id=Backlog) This section presents the company's 60-month backlog estimate, categorized into Committed and Renewal Backlog, and outlines the key assumptions and exclusions used in its calculation | Backlog (in millions) | June 30, 2025 | March 31, 2025 | December 31, 2024 | | :-------------------- | :------------ | :------------- | :---------------- | | Payment Software | $3,333 | $3,142 | $3,102 | | Biller | $3,712 | $3,597 | $3,604 | | **Total** | **$7,045** | **$6,739** | **$6,706** | | Backlog Type (in millions) | June 30, 2025 | March 31, 2025 | December 31, 2024 | | :------------------------- | :------------ | :------------- | :---------------- | | Committed | $2,321 | $2,257 | $2,413 | | Renewal | $4,724 | $4,482 | $4,293 | | **Total** | **$7,045** | **$6,739** | **$6,706** | - Total 60-month backlog increased to **$7,045 million** as of June 30, 2025, from **$6,706 million** at December 31, 2024, driven by growth in both Payment Software and Biller segments, particularly in Renewal Backlog[124](index=124&type=chunk) [RESULTS OF OPERATIONS](index=31&type=section&id=RESULTS%20OF%20OPERATIONS) This section analyzes the company's financial performance, comparing revenues, expenses, and net income for the three and six months ended June 30, 2025 and 2024 [Three Month Period Ended June 30, 2025 Compared to the Three Month Period Ended June 30, 2024](index=31&type=section&id=Three%20Month%20Period%20Ended%20June%2030,%202025%20Compared%20to%20the%20Three%20Month%20Period%20Ended%20June%2030,%202024) This subsection analyzes the financial results for the three months ended June 30, 2025, compared to the same period in 2024, detailing changes in revenue streams, operating expenses, and net income | Metric (in thousands) | June 30, 2025 | June 30, 2024 | Change ($) | Change (%) | | :-------------------- | :------------ | :------------ | :--------- | :--------- | | Total Revenues | $401,258 | $373,479 | $27,779 | 7% | | Operating Income | $34,858 | $53,701 | $(18,843) | (35)% | | Net Income | $12,202 | $30,887 | $(18,685) | (60)% | - Total revenue increased by **$27.8 million (7%)** year-over-year, with a **$1.4 million** positive impact from foreign currency strengthening[128](index=128&type=chunk) - Operating income decreased by **$18.8 million (35%)** and net income decreased by **$18.7 million (60%)**, primarily due to higher operating expenses, including cost reduction strategies and increased personnel/professional fees[127](index=127&type=chunk)[142](index=142&type=chunk)[151](index=151&type=chunk) [Revenues (Three Months)](index=31&type=section&id=Revenues) Revenue analysis for the three months ended June 30, 2025, showing growth in SaaS/PaaS and Maintenance, offset by decreases in License and Services revenue | Revenue Type (in thousands) | June 30, 2025 | June 30, 2024 | Change ($) | Change (%) | | :-------------------------- | :------------ | :------------ | :--------- | :--------- | | SaaS and PaaS | $271,258 | $235,399 | $35,859 | 15% | | License | $56,711 | $65,582 | $(8,871) | (14)% | | Maintenance | $50,421 | $48,733 | $1,688 | 3% | | Services | $22,868 | $23,765 | $(897) | (4)% | - SaaS and PaaS revenue increased by **$35.9 million (15%)**, driven by new customer go-lives and higher transaction volumes[130](index=130&type=chunk)[135](index=135&type=chunk) - License revenue decreased by **$8.9 million (14%)** due to license renewal timing and the relative size of new license and capacity events[133](index=133&type=chunk) - Maintenance revenue increased by **$1.7 million (3%)**, primarily due to consumer price index uplifts on contracted maintenance[134](index=134&type=chunk)[136](index=136&type=chunk) [Operating Expenses (Three Months)](index=33&type=section&id=Operating%20Expenses) Analysis of operating expenses for the three months ended June 30, 2025, showing increases in Cost of Revenue, R&D, Selling and Marketing, and General and Administrative, partially offset by a decrease in Depreciation and Amortization | Expense Type (in thousands) | June 30, 2025 | June 30, 2024 | Change ($) | Change (%) | | :-------------------------- | :------------ | :------------ | :--------- | :--------- | | Cost of Revenue | $234,800 | $203,238 | $31,562 | 16% | | Research and Development | $41,107 | $35,410 | $5,697 | 16% | | Selling and Marketing | $28,741 | $28,551 | $190 | 1% | | General and Administrative | $37,651 | $24,993 | $12,658 | 51% | | Depreciation and Amortization | $24,101 | $27,586 | $(3,485) | (13)% | - Cost of revenue increased by **$31.6 million (16%)**, mainly due to higher payment card interchange and personnel expenses[141](index=141&type=chunk)[143](index=143&type=chunk) - General and administrative expenses surged by **$12.7 million (51%)**, including **$5.1 million** for cost reduction strategies and higher personnel and professional fees[148](index=148&type=chunk)[151](index=151&type=chunk) - Depreciation and amortization decreased by **$3.5 million (13%)** due to fully amortized intangibles[149](index=149&type=chunk) [Other Income and Expense (Three Months)](index=35&type=section&id=Other%20Income%20and%20Expense) Review of other income and expense items for the three months ended June 30, 2025, including interest expense, interest income, and other net items | Metric (in thousands) | June 30, 2025 | June 30, 2024 | Change ($) | Change (%) | | :-------------------- | :------------ | :------------ | :--------- | :--------- | | Interest Expense | $(14,527) | $(18,471) | $3,944 | (21)% | | Interest Income | $3,934 | $3,953 | $(19) | 0% | | Other, Net | $(6,393) | $1,156 | $(7,549) | (653)% | - Interest expense decreased by **$3.9 million (21%)** due to lower comparative debt balances and decreased interest rates[152](index=152&type=chunk) - Other, net shifted from an income of **$1.2 million** in 2024 to an expense of **$6.4 million** in 2025, primarily due to foreign currency transaction losses and a **$1.1 million** loss on extinguishment of debt[154](index=154&type=chunk) [Income Taxes (Three Months)](index=35&type=section&id=Income%20Taxes) Brief reference to income tax details provided in Note 10 of the financial statements - Income tax expense for the three months ended June 30, 2025, was **$5.67 million**, down from **$9.45 million** in the prior year[127](index=127&type=chunk) - The effective tax rate for the three months ended June 30, 2025, was **32%**[99](index=99&type=chunk) [Six Month Period Ended June 30, 2025 Compared to the Six Month Period Ended June 30, 2024](index=36&type=section&id=Six%20Month%20Period%20Ended%20June%2030,%202025%20Compared%20to%20the%20Six%20Month%20Period%20Ended%20June%2030,%202024) This subsection analyzes the financial results for the six months ended June 30, 2025, compared to the same period in 2024, detailing changes in revenue streams, operating expenses, and net income | Metric (in thousands) | June 30, 2025 | June 30, 2024 | Change ($) | Change (%) | | :-------------------- | :------------ | :------------ | :--------- | :--------- | | Total Revenues | $795,823 | $689,498 | $106,325 | 15% | | Operating Income | $93,374 | $63,261 | $30,113 | 48% | | Net Income | $71,072 | $23,136 | $47,936 | 207% | - Total revenue increased by **$106.3 million (15%)** year-over-year, with foreign currency impact being not meaningful[158](index=158&type=chunk) - Operating income increased by **$30.1 million (48%)** and net income significantly increased by **$47.9 million (207%)**, driven by strong revenue growth and a positive shift in 'Other, net' income[157](index=157&type=chunk)[175](index=175&type=chunk) [Revenues (Six Months)](index=36&type=section&id=Revenues) Revenue analysis for the six months ended June 30, 2025, showing strong growth across all revenue streams, particularly in License revenue | Revenue Type (in thousands) | June 30, 2025 | June 30, 2024 | Change ($) | Change (%) | | :-------------------------- | :------------ | :------------ | :--------- | :--------- | | SaaS and PaaS | $508,341 | $451,131 | $57,210 | 13% | | License | $141,204 | $95,555 | $45,649 | 48% | | Maintenance | $99,063 | $96,487 | $2,576 | 3% | | Services | $47,215 | $46,325 | $890 | 2% | - License revenue increased significantly by **$45.6 million (48%)**, driven by the relative size of new license and capacity events[160](index=160&type=chunk)[164](index=164&type=chunk) - SaaS and PaaS revenue increased by **$57.2 million (13%)**, primarily due to new customer go-lives and higher transaction volumes[159](index=159&type=chunk)[164](index=164&type=chunk) [Operating Expenses (Six Months)](index=37&type=section&id=Operating%20Expenses) Analysis of operating expenses for the six months ended June 30, 2025, showing increases across most categories, particularly Cost of Revenue and General and Administrative, with a decrease in Depreciation and Amortization | Expense Type (in thousands) | June 30, 2025 | June 30, 2024 | Change ($) | Change (%) | | :-------------------------- | :------------ | :------------ | :--------- | :--------- | | Cost of Revenue | $448,178 | $394,345 | $53,833 | 14% | | Research and Development | $80,015 | $70,403 | $9,612 | 14% | | Selling and Marketing | $60,927 | $55,301 | $5,626 | 10% | | General and Administrative | $65,243 | $50,993 | $14,250 | 28% | | Depreciation and Amortization | $48,086 | $55,195 | $(7,109) | (13)% | - Cost of revenue increased by **$53.8 million (14%)**, primarily due to higher payment card interchange and personnel expenses[166](index=166&type=chunk)[173](index=173&type=chunk) - General and administrative expenses increased by **$14.3 million (28%)**, driven by higher personnel and professional fees, including a **$6.1 million** increase in stock-based compensation[169](index=169&type=chunk)[174](index=174&type=chunk) - Depreciation and amortization decreased by **$7.1 million (13%)** due to fully amortized intangibles[170](index=170&type=chunk) [Other Income and Expense (Six Months)](index=38&type=section&id=Other%20Income%20and%20Expense) Review of other income and expense items for the six months ended June 30, 2025, highlighting a significant gain from the sale of an equity investment | Metric (in thousands) | June 30, 2025 | June 30, 2024 | Change ($) | Change (%) | | :-------------------- | :------------ | :------------ | :--------- | :--------- | | Interest Expense | $(29,210) | $(37,481) | $8,271 | (22)% | | Interest Income | $7,998 | $7,962 | $36 | 0% | | Other, Net | $17,347 | $(869) | $18,216 | 2096% | - Interest expense decreased by **$8.3 million (22%)** due to lower comparative debt balances and decreased interest rates[171](index=171&type=chunk) - Other, net significantly improved from an expense of **$0.9 million** in 2024 to an income of **$17.3 million** in 2025, primarily driven by a **$25.9 million** gain on the sale of an equity method investment[175](index=175&type=chunk) [Income Taxes (Six Months)](index=39&type=section&id=Income%20Taxes) Brief reference to income tax details provided in Note 10 of the financial statements - Income tax expense for the six months ended June 30, 2025, was **$18.44 million**, up from **$9.74 million** in the prior year[157](index=157&type=chunk) - The effective tax rate for the six months ended June 30, 2025, was **21%**[99](index=99&type=chunk) [Segment Results](index=39&type=section&id=Segment%20Results) This section summarizes the financial performance of the Payment Software and Biller segments, highlighting changes in revenue and Segment Adjusted EBITDA for both the three and six-month periods | Segment (in thousands) | 3 Months Ended June 30, 2025 Revenue | 3 Months Ended June 30, 2024 Revenue | 6 Months Ended June 30, 2025 Revenue | 6 Months Ended June 30, 2024 Revenue | | :--------------------- | :----------------------------------- | :----------------------------------- | :----------------------------------- | :----------------------------------- | | Payment Software | $179,343 | $181,666 | $380,068 | $322,823 | | Biller | $221,915 | $191,813 | $415,755 | $366,675 | | Segment (in thousands) | 3 Months Ended June 30, 2025 Adj. EBITDA | 3 Months Ended June 30, 2024 Adj. EBITDA | 6 Months Ended June 30, 2025 Adj. EBITDA | 6 Months Ended June 30, 2024 Adj. EBITDA | | :--------------------- | :--------------------------------------- | :--------------------------------------- | :--------------------------------------- | :--------------------------------------- | | Payment Software | $83,278 | $94,587 | $189,839 | $146,876 | | Biller | $39,785 | $37,435 | $70,680 | $68,172 | - Payment Software revenue decreased by **$2.3 million** for the three months but increased by **$57.2 million** for the six months, primarily due to license and capacity revenue growth[178](index=178&type=chunk)[180](index=180&type=chunk) - Biller revenue increased by **$30.1 million** for the three months and **$49.1 million** for the six months, driving Segment Adjusted EBITDA growth despite increased operating expenses[179](index=179&type=chunk)[181](index=181&type=chunk) [Liquidity and Capital Resources](index=40&type=section&id=Liquidity%20and%20Capital%20Resources) This section discusses the company's liquidity needs, sources of funds, available liquidity, and activities related to its stock repurchase program and cash flows - Primary liquidity needs include funding operating expenses, debt requirements, acquisitions, capital expenditures, and lease payments, expected to be met by cash flow from operations, cash equivalents, and revolving credit facility[182](index=182&type=chunk) | Available Liquidity (in thousands) | June 30, 2025 | December 31, 2024 | | :--------------------------------- | :------------ | :---------------- | | Cash and cash equivalents | $189,697 | $216,394 | | Availability under revolving credit facility | $338,100 | $528,100 | | **Total liquidity** | **$527,797** | **$744,494** | - Total liquidity decreased by **$216.7 million**, primarily due to increased borrowings on the revolving credit facility used to redeem the 2026 Notes[184](index=184&type=chunk) - The company repurchased **2,713,799 shares** for **$134.7 million** during the six months ended June 30, 2025, with **$223.5 million** remaining authorized under the stock repurchase program[187](index=187&type=chunk) [Cash Flows](index=40&type=section&id=Cash%20Flows) Detailed analysis of cash flows from operating, investing, and financing activities for the six months ended June 30, 2025, compared to the same period in 2024 | Cash Flow Activity (in thousands) | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | | :-------------------------------- | :--------------------------- | :--------------------------- | | Operating activities | $128,018 | $178,258 | | Investing activities | $29,553 | $(23,978) | | Financing activities | $(129,543) | $(170,273) | - Operating cash flows decreased by **$50.2 million**, mainly due to lower customer receipt collections and higher income taxes paid[190](index=190&type=chunk) - Investing activities generated a net inflow of **$29.6 million**, a significant improvement from a **$24.0 million** outflow in the prior year, primarily due to proceeds from the sale of an equity investment[193](index=193&type=chunk) - Financing activities resulted in a net outflow of **$129.5 million**, a decrease from **$170.3 million** in the prior year, influenced by debt redemptions, new borrowings, and stock repurchases[195](index=195&type=chunk) [Contractual Obligations and Commercial Commitments](index=41&type=section&id=Contractual%20Obligations%20and%20Commercial%20Commitments) This section states that there have been no material changes to contractual obligations and commercial commitments since the last Form 10-K, other than those disclosed in Note 3, Debt - No material changes to contractual obligations and commercial commitments for the six months ended June 30, 2025, beyond those detailed in Note 3, Debt[196](index=196&type=chunk) [Critical Accounting Estimates](index=41&type=section&id=Critical%20Accounting%20Estimates) This section reiterates the critical accounting policies and estimates, including revenue recognition, intangible assets and goodwill, stock-based compensation, and accounting for income taxes, noting no significant changes during the period - Critical accounting policies and estimates include Revenue Recognition, Intangible Assets and Goodwill, Stock-Based Compensation, and Accounting for Income Taxes[198](index=198&type=chunk)[204](index=204&type=chunk) - There were no significant changes to critical accounting policies and estimates during the six months ended June 30, 2025[198](index=198&type=chunk) [ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK](index=42&type=section&id=ITEM%203.%20QUANTITATIVE%20AND%20QUALITATIVE%20DISCLOSURES%20ABOUT%20MARKET%20RISK) This section discusses the company's exposure to market risks, primarily related to fluctuations in foreign currency exchange rates and interest rates, and quantifies the potential impact of these risks - No material changes to market risk for the six months ended June 30, 2025, excluding the impact of interest rate changes, inflationary pressures, and global financial market uncertainty[199](index=199&type=chunk) - A hypothetical **10%** increase or decrease in effective interest rates would increase or decrease interest income by **$0.3 million** annually[200](index=200&type=chunk) - For the **$903.8 million** outstanding under the Credit Facility (floating rate of **6.17%** as of June 30, 2025), a hypothetical **10%** increase or decrease in effective interest rates would change interest expense by approximately **$5.6 million**[201](index=201&type=chunk) - The company does not engage in foreign currency hedging transactions or hold derivative financial instruments for speculation[199](index=199&type=chunk) [ITEM 4. CONTROLS AND PROCEDURES](index=42&type=section&id=ITEM%204.%20CONTROLS%20AND%20PROCEDURES) This section confirms the effectiveness of the company's disclosure controls and procedures and reports no material changes in internal control over financial reporting during the quarter - The Chief Executive Officer and Chief Financial Officer concluded that disclosure controls and procedures were effective as of June 30, 2025[202](index=202&type=chunk) - There have been no material changes in internal control over financial reporting during the quarter ended June 30, 2025[203](index=203&type=chunk) PART II – OTHER INFORMATION [ITEM 1. LEGAL PROCEEDINGS](index=43&type=section&id=ITEM%201.%20LEGAL%20PROCEEDINGS) This section states that the company is not currently a party to any legal proceedings that are likely to have a material adverse effect on its financial condition or results of operations - The company is not involved in any legal proceedings that are expected to have a material adverse effect on its financial condition or results of operations[205](index=205&type=chunk) [ITEM 1A. RISK FACTORS](index=43&type=section&id=ITEM%201A.%20RISK%20FACTORS) This section indicates that there have been no material changes to the risk factors previously disclosed in the company's annual report on Form 10-K - No material changes to the risk factors disclosed in the Form 10-K for the fiscal year ended December 31, 2024[206](index=206&type=chunk) [ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS](index=43&type=section&id=ITEM%202.%20UNREGISTERED%20SALES%20OF%20EQUITY%20SECURITIES%20AND%20USE%20OF%20PROCEEDS) This section provides information on the company's common stock repurchases during the three months ended June 30, 2025, under its authorized stock repurchase program | Period | Total Number of Shares Purchased | Average Price Paid per Share | | :--------------------------------- | :----------------------------- | :--------------------------- | | April 1, 2025 through April 30, 2025 | 899,556 | $52.09 | | May 1, 2025 through May 31, 2025 | 1,266,817 | $47.69 | | June 1, 2025 through June 30, 2025 | 543,950 | $46.42 | | **Total** | **2,710,323** | | - The company repurchased **2,710,323 shares** of common stock during the three months ended June 30, 2025[207](index=207&type=chunk) - As of June 30, 2025, approximately **$223.5 million** remained authorized for purchase under the stock repurchase program[207](index=207&type=chunk) [ITEM 3. DEFAULTS UPON SENIOR SECURITIES](index=44&type=section&id=ITEM%203.%20DEFAULTS%20UPON%20SENIOR%20SECURITIES) This section states that there are no defaults upon senior securities to report [ITEM 4. MINE SAFETY DISCLOSURES](index=44&type=section&id=ITEM%204.%20MINE%20SAFETY%20DISCLOSURES) This section states that mine safety disclosures are not applicable to the company [ITEM 5. OTHER INFORMATION](index=44&type=section&id=ITEM%205.%20OTHER%20INFORMATION) This section provides updates on Rule 10b5-1 plans and changes to equity award agreements for executive leadership - No directors or officers adopted, modified, or terminated a Rule 10b5-1 trading arrangement during the three months ended June 30, 2025[211](index=211&type=chunk) - The Board approved new forms of Restricted Share Unit (RSU) and Performance Share Award (PSA) agreements for executive leadership, revising the definition of retirement and applying retirement treatment only after six months from the grant date[212](index=212&type=chunk) - An omnibus amendment was approved for former CFO Scott Behrens's outstanding RSUs and PSAs, incorporating the revised retirement provision and specifying settlement timing[214](index=214&type=chunk) [ITEM 6. EXHIBITS](index=45&type=section&id=ITEM%206.%20EXHIBITS) This section lists all exhibits filed as part of the Form 10-Q, including organizational documents, equity award agreements, and certifications - The exhibits include various corporate documents, equity award agreements (e.g., Form of Performance Share Award Agreement, Form of Executive Restricted Share Unit Award Agreement), and certifications (e.g., Section 302 and 906 certifications)[216](index=216&type=chunk) [SIGNATURE](index=46&type=section&id=SIGNATURE) This section contains the signature of the registrant, ACI Worldwide, Inc., by its Principal Financial Officer, Robert W. Leibrock, certifying the filing of the report - The report is signed by Robert W. Leibrock, Executive Vice President, Chief Financial Officer, and Chief Accounting Officer of ACI Worldwide, Inc., on August 7, 2025[220](index=220&type=chunk)
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