CSG SYSTEMS INTERNATIONAL INC
10-Q, 1997-11-14
COMPUTER PROCESSING & DATA PREPARATION
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<PAGE>
 
                                   FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549


(Mark One)

[X]       QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
          EXCHANGE ACT OF 1934

               For the quarterly period ended September 30, 1997

     OR

[ ]       TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
          EXCHANGE ACT OF 1934

      For the transition period from _______________ to _________________

                        Commission file number  0-27512

                        CSG SYSTEMS INTERNATIONAL, INC.
             (Exact name of registrant as specified in its charter)


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


                        7887 EAST BELLEVIEW, SUITE 1000
                           Englewood, Colorado  80111
          (Address of principal executive offices, including zip code)

                                 (303) 796-2850
              (Registrant's telephone number, including area code)


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

                             YES   X   NO  
                                 -----     -----


Shares of common stock outstanding at November 12, 1997:  25,475,032
<PAGE>
 
                        CSG SYSTEMS INTERNATIONAL, INC.
                                        
               FORM 10-Q FOR THE QUARTER ENDED SEPTEMBER 30, 1997


                                     INDEX

<TABLE>
<CAPTION>
 
 
                                                                                 PAGE NO.
                                                                                 --------
<S>         <C>                                                              <C>
 
Part I -    FINANCIAL INFORMATION
 
Item 1.     Condensed Consolidated Balance Sheets as of September 30, 1997
            and December 31, 1996.................................................  3
 
            Condensed Consolidated Statements of Operations for the Three and Nine
            Months Ended September 30, 1997 and 1996..............................  4
 
            Condensed Consolidated Statements of Cash Flows for the Nine Months
            Ended September 30, 1997 and 1996.....................................  5
 
            Notes to Condensed Consolidated Financial Statements..................  6
 
Item 2.     Management's Discussion and Analysis of Financial Condition and
            Results of Operations.................................................  9
 
 
Part II -   OTHER INFORMATION
 
Item 6.     Exhibits and Reports on Form 8-K...................................... 16
 
            Signatures............................................................ 17
 
            Index to Exhibits..................................................... 18
 
</TABLE>

                                       2
<PAGE>
                        CSG SYSTEMS INTERNATIONAL, INC.
                     CONDENSED CONSOLIDATED BALANCE SHEETS
              (in thousands, except share and per share amounts)
<TABLE>
<CAPTION>
                                                                                             September 30,  December 31,
                                                                                                 1997           1996
                                                                                             -------------  ------------
                                              ASSETS                                           (unaudited)
                                              ------
<S>                                                                                          <C>            <C> 
Current Assets:
  Cash and cash equivalents...............................................................      $ 25,948      $  6,134
  Accounts receivable-
    Trade-
      Billed, net of allowance of $893 and $819...........................................        41,807        33,141
      Unbilled............................................................................         3,307         5,220
    Other.................................................................................         1,900         1,342
  Deferred income taxes...................................................................           225            45
  Other current assets....................................................................         3,003         2,574
                                                                                                --------      --------
     Total current assets.................................................................        76,190        48,456
                                                                                                --------      --------
Property and equipment, net of depreciation of $13,420 and $10,664........................        15,856        13,093
Investment in discontinued operations.....................................................             -           732
Investment in SUMMITrak assets............................................................       106,226             -
Software, net of amortization of $32,004 and $22,924......................................        14,345        13,629
Noncompete agreements and goodwill, net of amortization
  of $17,742 and $12,572..................................................................        20,304        25,730
Client contracts and related intangibles, net of amortization
  of $11,598 and $8,528...................................................................         6,682         9,752
Deferred income taxes.....................................................................         4,993         1,356
Other assets..............................................................................         4,801         2,162
                                                                                                --------      --------
     Total assets.........................................................................      $249,397      $114,910
                                                                                                ========      ========
                            LIABILITIES AND STOCKHOLDERS' EQUITY
                            ------------------------------------
Current Liabilities:
  Current maturities of long-term debt....................................................      $  5,000      $ 10,000
  Customer deposits.......................................................................         6,878         6,450
  Trade accounts payable..................................................................         7,905        12,620
  Accrued liabilities.....................................................................        11,045         8,177
  Deferred revenue........................................................................         4,300         5,384
  Accrued income taxes....................................................................         2,058           945
  Other current liabilities...............................................................           469           450
                                                                                                --------      --------
     Total current liabilities............................................................        37,655        44,026
                                                                                                --------      --------
  Long-term debt, net of current maturities...............................................       145,000        22,500
  Deferred revenue........................................................................        11,157         6,420
  Stockholders' Equity:
    Preferred stock, par value $.01 per share; 10,000,000 shares
      authorized; zero shares issued and outstanding......................................             -             -
    Common stock, par value $.01 per share; 100,000,000 shares authorized;
      25,520,248 shares and 25,488,876 shares issued and outstanding......................           255           255
    Additional paid-in capital............................................................       111,942       111,367
    Deferred employee compensation........................................................          (810)       (1,207)
    Notes receivable from employee stockholders...........................................          (861)         (861)
    Accumulated translation adjustments...................................................          (131)          573
    Accumulated deficit...................................................................       (54,810)      (68,163)
                                                                                                --------      --------
     Total stockholders' equity...........................................................        55,585        41,964
                                                                                                --------      --------
     Total liabilities and stockholders' equity...........................................      $249,397      $114,910
                                                                                                ========      ========
</TABLE>

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

                                       3
<PAGE>
                        CSG SYSTEMS INTERNATIONAL, INC.
          CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - UNAUDITED
              (IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
<TABLE>
<CAPTION>


                                                                                  Quarter ended             Nine months ended
                                                                        ------------------------------  ----------------------------
                                                                        September 30,   September 30,   September 30,  September 30,
                                                                             1997            1996           1997            1996
                                                                        --------------  -------------   -------------  -------------
<S>                                                                     <C>             <C>              <C>            <C>
 Total revenues.......................................................     $   43,278      $   35,320    $  122,890      $  92,508 
Expenses:                                                                                                                           
 Cost of revenues:                                                                                                                  
   Direct costs.......................................................         18,128          15,824        54,962         43,024 
   Amortization of acquired software..................................          2,892           2,751         8,668          8,252 
   Amortization of client contracts and related intangibles...........          1,023           1,023         3,069          3,069 
                                                                           ----------      ----------    ----------      ---------
       Total cost of revenues.........................................         22,043          19,598        66,699         54,345 
                                                                           ----------      ----------    ----------      ---------
 Gross margin.........................................................         21,235          15,722        56,191         38,163 
                                                                           ----------      ----------    ----------      ---------
 Operating expenses:                                                                                                                
   Research and development...........................................          5,677           5,514        16,331         14,862 
   Selling and marketing..............................................          2,776           2,015         7,877          5,005 
   General and administrative:     
    General and administrative........................................          5,394           3,549        14,181          9,977 
    Amortization of noncompete agreements and goodwill................          1,731           1,723         5,194          4,662 
    Stock-based employee compensation.................................             86              98           373          3,472 
   Depreciation.......................................................          1,831           1,282         5,051          3,718 
                                                                           ----------      ----------    ----------      ---------
       Total operating expenses.......................................         17,495          14,181        49,007         41,696 
                                                                           ----------      ----------    ----------      ---------
Operating income (loss)...............................................          3,740           1,541         7,184         (3,533) 
                                                                           ----------      ----------    ----------      ---------
 Other income (expense):                                                                                                            
   Interest expense...................................................           (938)           (780)       (2,195)        (3,390) 
   Interest income....................................................            290             187           667            672 
   Other..............................................................             21               -           352              - 
                                                                           ----------      ----------    ----------      ---------
       Total other....................................................           (627)           (593)       (1,176)        (2,718) 
                                                                           ----------      ----------    ----------      ---------
Income (loss) before income taxes, extraordinary item and                                                                           
   discontinued operations............................................          3,113             948         6,008         (6,251) 
 Income tax (provision) benefit.......................................              -               -             -              - 
                                                                           ----------      ----------    ----------      ---------
Income (loss) before extraordinary item and discontinued operations...          3,113             948         6,008         (6,251) 
 Extraordinary loss from early extinguishment of debt.................           (577)              -          (577)        (1,260) 
                                                                           ----------      ----------    ----------      ---------
Income (loss) from continuing operations..............................          2,536             948         5,431         (7,511) 
 Gain from disposition of discontinued operations.....................          7,922               -         7,922              - 
                                                                           ----------      ----------    ----------      ---------
Net income (loss).....................................................     $   10,458      $      948    $   13,353      $  (7,511) 
                                                                           ==========      ==========    ==========      =========
                                                                                                                                    
Primary net income (loss) per common and equivalent share:                                                                         
 Income (loss) before extraordinary item and discontinued operations..     $     0.12      $     0.04    $     0.23      $   (0.25) 
 Extraordinary loss from early extinguishment of debt.................          (0.02)              -         (0.02)         (0.05) 
 Gain from disposition of discontinued operations.....................           0.30               -          0.31              - 
                                                                           ----------      ----------    ----------      ---------
 Net income (loss)....................................................     $     0.40      $     0.04    $     0.52      $   (0.30)
                                                                           ==========      ==========    ==========      =========
                                                                                                                                    
 Weighted average common and equivalent shares used in primary                                                                     
  calculation.........................................................     26,285,581      25,486,383    25,755,833      24,822,720 
                                                                           ==========      ==========    ==========      ==========
                                                                                                                                    
Fully diluted net income (loss) per common and equivalent share:                                                                   
 Income (loss) before extraordinary item and discontinued operations..     $     0.11      $     0.04    $     0.23      $   (0.25)
 Extraordinary loss from early extinguishment of debt.................          (0.02)              -         (0.02)         (0.05) 
 Gain from disposition of discontinued operations.....................           0.30               -          0.31              - 
                                                                           ----------      ----------    ----------      ----------
 Net income (loss)....................................................     $     0.39      $     0.04    $     0.52      $    (0.30)
                                                                           ==========      ==========    ==========      ==========
                                                                                                                                    
 Weighted average common and equivalent shares used in fully                                                                       
  diluted calculation.................................................     26,544,842      25,486,383    25,842,253      24,822,720 
                                                                           ==========      ==========    ==========      ==========

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

                                                                 4
</TABLE>
<PAGE>
                        CSG SYSTEMS INTERNATIONAL, INC.
          CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - UNAUDITED
                     (IN THOUSANDS, EXCEPT SHARE AMOUNTS)
<TABLE>
<CAPTION>
                                                                             NINE MONTHS ENDED
                                                                         ------------- -------------
                                                                         SEPTEMBER 30, SEPTEMBER 30,
                                                                             1997         1996
                                                                         ------------  -------------
<S>                                                                      <C>         <C>
Cash flows from operating activities:
 Net income (loss)....................................................    $  13,353       $(7,511)
 Adjustments to reconcile net income (loss) to net cash                               
  provided by operating activities-                                                   
   Depreciation.......................................................        5,051          3,718
   Amortization.......................................................       17,720         16,525
   Stock-based employee compensation..................................          373          3,472
   Extraordinary loss from early extinguishment of debt...............          577          1,260
   Gain from disposition of discontinued operations...................       (7,922)             -
   Changes in operating assets and liabilities:                                       
    Trade accounts receivable, net....................................       (6,861)        (6,220)
    Other receivables.................................................         (558)           717
    Deferred income taxes.............................................       (3,817)        (2,327)
    Other current and noncurrent assets...............................         (819)        (2,509)
    Customer deposits.................................................          428            499
    Trade accounts payable and accrued liabilities....................         (606)         5,752
    Deferred revenue..................................................        3,668          4,749
    Other current liabilities.........................................           19             (6)
                                                                          ---------       --------
     Net cash provided by operating activities........................       20,606         18,119
                                                                          ---------       --------
                                                                                      
Cash flows from investing activities:                                                 
 Purchases of property and equipment, net.............................       (7,892)        (3,662)
 Acquisition of SUMMITrak assets......................................     (106,226)             -
 Acquisition of businesses, net of cash acquired......................            -         (3,518)
 Additions to software................................................       (9,796)        (1,048)
 Proceeds from disposition of discontinued operations.................        8,654          2,000
                                                                          ---------       --------
     Net cash used in investing activities............................     (115,260)        (6,228)
                                                                          ---------       --------
                                                                                      
Cash flows from financing activities:                                                 
 Proceeds from issuance of common stock...............................          623         44,804
 Purchase and cancellation of common stock............................          (24)           (23)
 Payment of dividends for redeemable convertible preferred stock......            -         (4,497)
 Proceeds from long-term debt.........................................      150,000              -
 Payments on long-term debt...........................................      (32,500)       (50,068)
 Payment of deferred financing costs..................................       (3,181)             -
                                                                          ---------       --------
     Net cash provided by (used in) financing activities..............      114,918         (9,784)
                                                                          ---------       --------
                                                                                      
Effect of exchange rate fluctuations on cash..........................         (450)            (4)
                                                                          ---------       --------
                                                                                      
Net increase in cash and cash equivalents.............................       19,814          2,103
                                                                                      
Cash and cash equivalents, beginning of period........................        6,134          3,603
                                                                          ---------       --------
Cash and cash equivalents, end of period..............................    $  25,948       $  5,706
                                                                          =========       ========
                                                                                      
Supplemental disclosures of cash flow information:                                    
 Cash paid (received) during the period for-                                          
  Interest............................................................    $   1,878       $  3,294
  Income taxes........................................................    $   2,678       $   (586)

Supplemental disclosure of noncash financing activities:
 During March 1996, the Company converted 8,999,999 shares of redeemable convertible preferred stock
 into 17,999,998 shares of common stock.

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

                                                     5
</TABLE>
<PAGE>
 
                        CSG SYSTEMS INTERNATIONAL, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                        



1.   GENERAL

The condensed consolidated financial statements at September 30, 1997, and for
the three and nine months then ended are unaudited and reflect all adjustments
(consisting only of normal recurring adjustments) which are, in the opinion of
management, necessary for a fair presentation of the financial position and
operating results for the interim period.  The condensed consolidated financial
statements should be read in conjunction with the consolidated financial
statements and notes thereto, together with management's discussion and analysis
of financial condition and results of operations, contained in the Company's
Annual Report on Form 10-K for the year ended December 31, 1996, filed with the
Securities and Exchange Commission.  The results of operations for the three and
nine months ended September 30, 1997, are not necessarily indicative of the
results for the entire year ending December 31, 1997.


2.   STOCKHOLDERS' EQUITY

Effective September 19, 1997, the Company acquired certain SUMMITrak assets from
Tele-Communications Inc. (TCI) affiliates (Note 5).  As part of the acquisition,
the Company granted warrants to TCI affiliates to purchase up to 1.5 million
shares of the Company's common stock at $24 per share.  The right to exercise
the warrants is contingent upon the achievement of certain milestones by TCI
specified in the SUMMITrak asset purchase agreement.  None of the warrants are
exercisable as of September 30, 1997.  The warrants expire September 19, 2002.

The Company completed an initial public offering (IPO) of its common stock in
March 1996.  The Company sold 3,335,000 shares of common stock at an initial
public offering price of $15 per share, resulting in net proceeds to the
Company, after deducting underwriting discounts and offering expenses, of
approximately $44,794,000.  As of the closing of the IPO, all of the 8,999,999
outstanding shares of redeemable convertible Series A Preferred Stock were
automatically converted into 17,999,998 shares of common stock.


3.   NET INCOME PER SHARE

Primary and fully diluted income per common and equivalent share is calculated
by dividing net income by the weighted average shares of common stock and common
equivalent shares.  For the quarter ended September 30, 1997, common equivalent
shares consist of stock options.  Stock options are excluded from common
equivalent shares for the first and second quarters of 1997 as the dilutive
effect was not significant.  The 1.5 million common stock warrants discussed in
Note 2 above are excluded from common equivalent shares as the events necessary
to allow the exercise of the warrants had not been satisfied as of September 30,
1997.

For the nine months ended September 30, 1996, common equivalent shares include
redeemable convertible Series A Preferred Stock, prior to the conversion into
common stock in March 1996.  Common equivalent shares related to stock options
during 1996 were excluded from the weighted average number of shares as the
dilutive effect was not significant.

                                       6
<PAGE>
 
4.   EXTRAORDINARY LOSS

In September 1997, the Company retired it's outstanding bank indebtedness of
$27.5 million in conjunction with financing for the SUMMITrak asset acquisition
(Note 5).  Upon repayment of the outstanding debt, the Company recorded an
extraordinary loss of $0.6 million for the write-off of deferred financing
costs.

In March 1996, the Company used $40.3 million of IPO proceeds to repay a portion
of outstanding bank indebtedness.  Upon repayment of the indebtedness, the
Company recorded an extraordinary loss of $1.3 million for the write-off of
deferred financing costs.


5.   SUMMITRAK ASSET PURCHASE

On August 10, 1997, the Company signed a 15-year exclusive contract with a TCI
affiliate to consolidate 13 million TCI subscribers onto the Company's customer
care and billing systems (the 15-Year Contract).  TCI also purchased certain
software products of the Company under the 15-Year Contract.  On August 10,
1997, the Company also entered into an agreement with TCI affiliates to acquire
certain SUMMITrak assets, a client/server, open systems, in-house customer care
and billing system developed by TCI. The SUMMITrak assets purchased consisted
primarily of software, hardware, people and intellectual property. Both the
SUMMITrak asset purchase agreement and the 15-Year Contract closed and became
effective September 19, 1997.

The purchase price for the SUMMITrak assets was $106 million in cash at closing,
up to $26 million in various contingent payments, and warrants to purchase up to
1.5 million shares of the Company's common stock, with the contingent payments
and the right to exercise the warrants based upon the achievement of certain
milestones by TCI specified in the SUMMITrak asset purchase agreement.  The
milestones are based principally upon the timing of conversions and the number
of TCI subscribers processed on the Company's customer care and billing systems.
The contingent payments due as of September 30, 1997, are not significant.  None
of the warrants are exercisable as of September 30, 1997.

The financial statements at September 30, 1997, reflect only the $106 million
cash payment and related transaction costs on a preliminary basis as the total
purchase price and the allocation of the purchase price have not been finalized.
The Company is evaluating whether the initial purchase price should include the
$26 million contingent payments, the value of the warrants granted and certain
operating costs related to the SUMMITrak assets acquired. In conjunction with
this evaluation, the Company has engaged an independent party to assist in the
allocation of the purchase price to the assets acquired. This independent
valuation and the Company's internal analysis are expected to be completed in
the fourth quarter of 1997, at which time the total purchase price and the
appropriate allocation of the purchase price will be reflected in the Company's
financial statements. The Company expects that a significant portion of the
purchase price will be allocated to in-process research and development (R&D),
and accordingly, expensed in the fourth quarter of 1997. The amount to be
allocated to in-process R&D is uncertain at this time and is subject to the
completion of the valuation currently being performed. It is expected that the
excess of the purchase price not allocated to in-process R&D will be allocated
to assets that will be amortized over lives ranging from 5 to 15 years.


6.   DEBT

The SUMMITrak asset acquisition was funded with a $190.0 million debt facility
with a bank, which consists of a $150.0 million term facility and a $40.0
million revolving facility.  The proceeds from the term facility were used to
pay the $106 million purchase price at closing, retire the Company's existing
debt of $27.5 million, and pay transaction costs of $3.4 million. The remaining
proceeds will be used for general corporate purposes. No amounts were drawn on
the revolving facility for the period ended September 30, 1997.

Transaction costs include $3.2 million of financing costs, which will amortized
over the life of the loan using a method which approximates the effective
interest rate method. The new loan agreement requires maintenence of certain
financial ratios and contains other restrictive covenants. As of September 30,
1997, the Company was in compliance with all covenants. The loan agreement also
restricts the payment of dividends or other types of distributions on any class
of the Company's stock unless the Company's leverage ratio, as defined in the
loan agreement, is under 1.50. As of September 30, 1997, the leverage ratio
was 3.59.

Interest expense under the new loan agreement is based on the LIBOR rate or the
prime rate, plus an additional percentage spread, with the spread dependent upon
the Company's leverage ratio. The scheduled maturities of the new loan agreement
for each of the years ending December 31 are (in thousands):
        
        1997.............................. $      -
        1998..............................    7,500
        1999..............................   21,250
        2000..............................   32,500
        2001..............................   38,750
        2002..............................   50,000
                                           --------
                                           $150,000
                                           ========


                                       7
<PAGE>

7.   DISCONTINUED OPERATIONS

In September 1997, the Company sold its remaining ownership interest in Anasazi
Inc., which consisted of convertible preferred stock and stock warrants, for
approximately $8.6 million in cash.  The carrying value of the Company's
investment in Anasazi Inc. was $0.7 million, resulting in a gain on the
disposition of $7.9 million.

 
8.   BYTEL ACQUISITION

In June 1996, the Company acquired all of the outstanding capital stock of Bytel
Limited (Bytel), a United Kingdom-based company which provides customer
management software systems to the cable and telecommunications industries in
the United Kingdom.  The acquisition was accounted for using the purchase method
of accounting.  The Company's condensed consolidated financial statements
include Bytel's results of operations since the acquisition date.


9.   ACCOUNTING PRONOUNCEMENTS ISSUED BUT NOT YET EFFECTIVE

In February 1997, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 128, "Earnings per Share" (SFAS No. 128),
which specifies the computation, presentation and disclosure requirements for
earnings per share (EPS).  SFAS No. 128 is effective for periods ending after
December 15, 1997, and requires retroactive restatement of EPS for all prior
periods presented.  The statement replaces the current "primary earnings per
share" computation with a "basic earnings per share" and redefines the "dilutive
earnings per share" computation.  Adoption of the statement is not expected to
have a significant effect on the Company's reported EPS.

                                       8
<PAGE>
                        CSG SYSTEMS INTERNATIONAL, INC.
               MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                      CONDITION AND RESULTS OF OPERATIONS

Results of Operations

The following table sets forth certain financial data and the percentage of
total revenues of the Company for the periods indicated (in thousands). The
Company acquired Bytel Limited (Bytel) on June 28, 1996. The results of Bytel's
operations since the acquisition are included in the following table and
considered in the discussion of the Company's operations that follow:

<TABLE>
<CAPTION>
                                                   Quarter ended September 30,               Nine Months ended September 30,
                                             ----------------------------------------   ----------------------------------------
                                                    1997                  1996                 1997                  1996
                                             ------------------   -------------------   -------------------   ------------------
                                                         % of                  % of                  % of                 % of
                                              Amount    Revenue    Amount     Revenue    Amount     Revenue    Amount    Revenue
                                             --------   -------   --------    -------   --------    -------   --------   -------
<S>                                          <C>        <C>       <C>         <C>       <C>         <C>        <C>       <C> 
 Total revenues............................  $ 43,278   100.0 %    $35,320    100.0 %   $122,890    100.0 %    $92,508   100.0 %

Expenses:
 Cost of revenues:
    Direct costs...........................    18,128    41.9 %     15,824     44.8 %     54,962     44.7 %     43,024    46.5 %
    Amortization of acquired software......     2,892     6.7 %      2,751      7.8 %      8,668      7.1 %      8,252     8.9 %
    Amortization of client contracts and
      related intangibles..................     1,023     2.4 %      1,023      2.9 %      3,069      2.5 %      3,069     3.3 %
                                             --------   -----      -------    -----     --------    -----      -------   -----
         Total cost of revenues............    22,043    51.0 %     19,598     55.5 %     66,699     54.3 %     54,345    58.7 %
                                             --------   -----      -------    -----     --------    -----      -------   -----
  Gross margin.............................    21,235    49.0 %     15,722     44.5 %     56,191     45.7 %     38,163    41.3 %
                                             --------   -----      -------    -----     --------    -----      -------   -----
 Operating expenses:
   Research and development................     5,677    13.1 %      5,514     15.6 %     16,331     13.3 %     14,862    16.1 %
   Selling and marketing...................     2,776     6.4 %      2,015      5.7 %      7,877      6.4 %      5,005     5.4 %
  General and administrative:
    General and administrative ............     5,394    12.5 %      3,549     10.0 %     14,181     11.6 %      9,977    10.8 %
   Amortization of noncompete agreements
     and goodwill..........................     1,731     4.0 %      1,723      4.9 %      5,194      4.2 %      4,662     5.0 %
    Stock-based employee compensation......        86     0.2 %         98      0.3 %        373      0.3 %      3,472     3.8 %
   Depreciation............................     1,831     4.2 %      1,282      3.6 %      5,051      4.1 %      3,718     4.0 %
                                             --------   -----      -------    -----     --------    -----      -------   -----
    Total operating expenses...............    17,495    40.4 %     14,181     40.1 %     49,007     39.9 %     41,696    45.1 %
                                             --------   -----      -------    -----     --------    -----      -------   -----
 Operating income (loss)...................     3,740     8.6 %      1,541      4.4 %      7,184      5.8 %     (3,533)   (3.8)%
                                             --------   -----      -------    -----     --------    -----      -------   -----
 Other income (expense):
   Interest expense........................      (938)   (2.1)%       (780)    (2.2)%     (2,195)    (1.8)%     (3,390)   (3.7)%
   Interest income.........................       290     0.7 %        187      0.5 %        667      0.6 %        672     0.7 %
   Other...................................        21       -            -        -          352      0.3 %          -       -
                                             --------   -----      -------    -----     --------    -----      -------   -----
    Total other............................      (627)   (1.4)%       (593)    (1.7)%     (1,176)    (0.9)%     (2,718)   (3.0)%
                                             --------   -----      -------    -----     --------    -----      -------   -----
Income (loss) before income taxes,
  extraordinary item and discontinued
  operations...............................     3,113     7.2 %        948      2.7 %      6,008      4.9 %     (6,251)   (6.8)%
  Income tax (provision) benefit...........         -       -            -        -            -        -            -       -
                                             --------   -----      -------    -----     --------    -----      -------   -----
Income (loss) before extraordinary item
  and discontinued operations..............     3,113     7.2 %        948      2.7 %      6,008      4.9 %     (6,251)   (6.8)%
 Extraordinary loss from early
  extinguishment of debt...................      (577)   (1.3)%          -        -         (577)    (0.5)%     (1,260)   (1.4)%
                                             --------   -----      -------    -----     --------    -----      -------   -----
Income (loss) from continuing operations...     2,536     5.9 %        948      2.7 %      5,431      4.4 %     (7,511)   (8.2)%
  Gain from disposition of discontinued
    operations.............................     7,922    18.3 %          -        -        7,922      6.5 %          -      -
                                             --------   -----      -------    -----     --------    -----      -------   -----
Net income (loss)..........................  $ 10,458    24.2 %    $   948      2.7 %   $ 13,353     10.9 %    $(7,511)   (8.2)%
                                             ========   =====      =======    =====     ========    =====      =======   =====
</TABLE>

                                       9
<PAGE>
 
THREE MONTHS ENDED SEPTEMBER 30, 1997 COMPARED TO THREE MONTHS ENDED SEPTEMBER
30, 1996

Revenues.  Total revenues for the three months ended September 30, 1997,
increased 22.5% to $43.3 million, from $35.3 million for the three months ended
September 30, 1996, due to increased revenues from the Company's processing and
related services, and increased revenues from software and related product sales
and professional consulting services.

Revenues from processing and related services for the three months ended
September 30, 1997, increased 11.8% to $32.8 million, from $29.3 million for the
three months ended September 30, 1996.  This increase is due primarily to an
increase in the number of customers of the Company's clients which were serviced
by the Company, and to a lesser degree, increased revenue per customer.
Customers serviced as of September 30, 1997, and 1996, respectively, were 20.7
million and 18.6 million, an increase of 11.2%.  The increase in the number of
customers was due to internal customer growth experienced by existing clients
and the addition of new clients.

Revenues from software and related product sales and professional consulting
services for the three months ended September 30, 1997, were $10.5 million,
compared to $6.0 million for the three months ended September 30, 1996.  This
increase relates to the introduction of the Company's new software products and
professional consulting services in early 1996 with continued growth experienced
throughout 1996 and 1997.

Gross Margin.  Gross margin for the three months ended September 30, 1997,
increased 35.1% to $21.2 million, from $15.7 million for the three months ended
September 30, 1996, due primarily to revenue growth.  The gross margin
percentage increased to 49.0% for the three months ended September 30, 1997,
compared to 44.5% for the three months ended September 30, 1996.  The overall
increase in the gross margin percentage is due primarily to i) a favorable
change in the sales mix to include more higher-margined software products, ii)
the increase in revenues while the amount of amortization of acquired software
and amortization of client contracts and related intangibles remained
approximately the same, and iii) the improvement in gross margin from processing
and related services, due primarily to the increase in revenue per customer
while controlling the cost of delivering such services.

Research and Development Expense.  Research and development (R&D) expense for
the three months ended September 30, 1997, increased 3.0% to $5.7 million, from
$5.5 million for the three months ended September 30, 1996.  As a percentage of
total revenues, R&D expense decreased to 13.1% for the three months ended
September 30, 1997, from 15.6% for the three months ended September 30, 1996.
The Company capitalized software development costs, related to CSG Phoenix(TM),
of approximately $2.9 million during the three months ended September 30, 1997,
which consisted of internal development costs of $2.8 million and $0.1 million
of purchased software.  The Company capitalized internal software development
costs of approximately $1.0 million in the three months ended September 30,
1996, related primarily to ACSR Telephony and enhancements to CSG
VantagePoint(TM). As a result, total R&D expenditures (i.e., the total R&D costs
expensed, plus the capitalized internal development costs) for the three months
ended September 30, 1997, and 1996, were $8.5 million, or 19.6% of total
revenues, and $6.6 million, or 18.6% of total revenues, respectively. The
overall increase in the R&D expenditures is due primarily to i) continued
efforts on several products which are in development, ii) enhancements of the
Company's existing products, and iii) costs of $0.7 million related to SUMMITrak
development subsequent to the acquisition of the assets on September 19, 1997.
The increased R&D expenditures consist primarily of increases in salaries,
benefits, and other programming-related expenses.

Selling and Marketing Expense.  Selling and marketing expense for the three
months ended September 30, 1997, increased 37.8% to $2.8 million, from $2.0
million for the three months ended September 30, 1996.  As a percentage of total
revenues, selling and marketing expense increased to 6.4% for the three months
ended September 30, 1997, from 5.7% for the three months ended September 30,
1996.  The increase in expense is due primarily to continued growth of the
Company's direct sales force.  The Company began building a new direct sales
force in mid-1995 and has continued to expand its sales force since that time.

General and Administrative Expense.  General and administrative (G&A) expense
for the three months ended September 30, 1997, increased 52.0% to $5.4 million,
from $3.5 million for the three months ended September 30, 1996.  As a
percentage of total revenues, G&A expense increased to 12.5% for the three
months ended September 30, 1997, from 10.0% for the three months ended September
30, 1996.  The increase in expense relates primarily to i) the

                                       10
<PAGE>
 
continued development of the Company's management team and related
administrative staff, added throughout 1996 and during the first nine months of
1997, to support the Company's overall growth, ii) an increase in facility costs
to support employee growth, and iii) one-time expenses of $0.7 million related
to the closing of the TCI 15-Year Contract and SUMMITrak asset purchase
agreement, as discussed in Note 5 to the financial statements.

Depreciation Expense.  Depreciation expense for the three months ended September
30, 1997, increased 42.8% to $1.8 million, from $1.3 million for the three
months ended September 30, 1996.  The increase in expense relates to capital
expenditures made throughout 1996 and the first nine months of 1997 in support
of the overall growth of the Company.

Operating Income.  Operating income for the three months ended September 30,
1997, was $3.7 million, compared to $1.5 million for the three months ended
September 30, 1996.  The increase between years relates to the factors discussed
above.

The Company incurred certain one-time or acquisition-related charges
(Acquisition Charges) in connection with its leveraged buy-out of CSG Systems,
Inc. in November 1994.  The Acquisition Charges include amortization of acquired
software, client contracts and related intangibles, noncompete agreement,
goodwill, and stock-based compensation.  Operating income for the three months
ended September 30, 1997, and 1996, excluding Acquisition Charges of $5.4
million and $5.3 million, was $9.1 million or 21.2% of total revenues, and $6.8
million or 19.3% of total revenues, respectively.  See the Company's
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" contained in the Company's Annual Report on Form 10-K for the year
ended December 31, 1996, for additional discussion regarding the Acquisition
Charges and the impact of such charges on operations.

Interest Expense.  Interest expense for the three months ended September 30,
1997, increased 20.3% to $0.9 million, from $0.8 million for the three months
ended September 30, 1996, with the increase attributable to the  financing of
the Company's acquisition of the SUMMITrak assets. See Note 6 to the Company's 
financial statements for additional discussion of the new debt.

Under the new debt agreement, interest expense for the fourth quarter of 1997,
including the amortization of deferred financing costs, is expected to be
approximately $3.0 million, assuming no fluctuations in the base interest rates
and no prepayments of principal.

Extraordinary Loss From Early Extinguishment Of Debt.  In September 1997, the
Company retired it's outstanding bank indebtedness of $27.5 million in
conjunction with financing for the SUMMITrak asset acquisition.  Upon repayment
of the outstanding debt, the Company recorded an extraordinary loss of $0.6
million for the write-off of deferred financing costs.

Gain From Disposition of Discontinued Operations.  The gain from disposition of
discontinued operations of $7.9 million relates to the Company's divestiture of
it's remaining investment in Anasazi Inc. in September 1997 for $8.6 million in
cash.


NINE MONTHS ENDED SEPTEMBER 30, 1997 COMPARED TO NINE MONTHS ENDED SEPTEMBER 30,
1996

Revenues.  Total revenues for the nine months ended September 30, 1997,
increased 32.8% to $122.9 million, from $92.5 million for the nine months ended
September 30, 1996, due to increased revenues from the Company's processing and
related services, and increased revenues from software and related product sales
and professional consulting services.

                                       11
<PAGE>
 
Revenues from processing and related services for the nine months ended
September 30, 1997, increased 14.5% to $95.8 million, from $83.6 million for the
nine months ended September 30, 1996.  This increase is due primarily to an
increase in the number of customers of the Company's clients which were serviced
by the Company, and to a lesser degree, increased revenue per customer.  The
increase in the number of customers was due to internal customer growth
experienced by existing clients and the addition of new clients.  Revenue per
customer increased due primarily to price increases included in client contracts
and increased usage of ancillary services by clients.

Revenues from software and related product sales and professional consulting
services for the nine months ended September 30, 1997, were $27.1 million,
compared to $8.9 million for the nine months ended September 30, 1996.  This
increase relates to the introduction of the Company's new software products and
professional consulting services in early 1996 with continued expansion
throughout 1996 and 1997, and the inclusion of revenues from Bytel's operations
for the nine months ended September 30, 1997, compared to three months of
revenues included for Bytel for the nine months ended September 30, 1996.

Gross Margin.  Gross margin for the nine months ended September 30, 1997,
increased 47.2% to $56.2 million, from $38.2 million for the nine months ended
September 30, 1996, due primarily to revenue growth.  The gross margin
percentage increased to 45.7% for the nine months ended September 30, 1997,
compared to 41.3% for the nine months ended September 30, 1996.  The overall
increase in the gross margin percentage is due primarily i) a favorable change
in the sales mix to include more higher-margined software products, ii) the
increase in revenues while the amount of amortization of acquired software and
amortization of client contracts and related intangibles remained approximately
the same, and iii) the improvement in gross margin from processing and related
services, due primarily to the increase in revenue per customer while
controlling the cost of delivering such services.

Research and Development Expense.  Research and development (R&D) expense for
the nine months ended September 30, 1997, increased 9.9% to $16.3 million, from
$14.9 million for the nine months ended September 30, 1996.  As a percentage of
total revenues, R&D expense decreased to 13.3% for the nine months ended
September 30, 1997, from 16.1% for the nine months ended September 30, 1996.
The Company capitalized software development costs, related to CSG Phoenix, of
approximately $9.7 million during the nine months ended September 30, 1997,
which consisted of $8.4 million of internal development costs and $1.3 million
of purchased software.  The Company capitalized internal software development
costs of approximately $1.0 million in the nine months ended September 30, 1996,
related to primarily to ACSR Telephony and enhancements to CSG VantagePoint.
As a result, total R&D expenditures (i.e., the total R&D costs expensed, plus
the capitalized internal development costs) for the nine months ended September
30, 1997, and 1996, were $24.7 million, or 20.1% of total revenues, and $15.9
million, or 17.2% of total revenues, respectively. The overall increase in the
R&D expenditures is due primarily to i) continued efforts on several products
which are in development, ii) enhancements of the Company's existing products,
and iii) costs of $0.7 million related to SUMMITrak development subsequent to
the acquisition of the assets on September 19, 1997. The increased R&D
expenditures consist primarily of increases in salaries, benefits, and other
programming-related expenses.

Selling and Marketing Expense.  Selling and marketing expense for the nine
months ended September 30, 1997, increased 57.4% to $7.9 million, from $5.0
million for the nine months ended September 30, 1996.  As a percentage of total
revenues, selling and marketing expense increased to 6.4% for the nine months
ended September 30, 1997, from 5.4% for the nine months ended September 30,
1996.  The increase in expense is due primarily to continued growth of the
Company's direct sales force.  The Company began building a new direct sales
force in mid-1995 and has continued to expand its sales force since that time.

General and Administrative Expense.  General and administrative (G&A) expense
for the nine months ended September 30, 1997, increased 42.1% to $14.2 million,
from $10.0 million for the nine months ended September 30, 1996.  As a
percentage of total revenues, G&A expense increased to 11.6% for the nine months
ended September 30, 1997, from 10.8% for the nine months ended September 30,
1996.  The increase in expense relates primarily to i) the continued development
of the Company's management team and related administrative staff, added

                                       12
<PAGE>
 
throughout 1996 and during the first nine months of 1997, to support the
Company's overall growth, ii) an increase in facility costs to support employee
growth, including the cost of relocating the Company's corporate headquarters
from Englewood to Denver, Colorado, iii) one-time expenses of $0.7 million
related to the closing of the TCI 15-Year Contract and SUMMITrak asset purchase
agreement, and iv) the inclusion of G&A expenses from Bytel's operations for the
nine months ended September 30, 1997, compared to three months of G&A expenses
included for Bytel for the nine months ended September 30, 1996.

Amortization of Noncompete Agreements and Goodwill.  Amortization of noncompete
agreements and goodwill for the nine months ended September 30, 1997, increased
11.4% to $5.2 million, from $4.7 million for the nine months ended September 30,
1996.  The increase in expense relates to amortization of goodwill from the
Bytel acquisition and amortization of an additional noncompete agreement
acquired in April 1996.

Stock-Based Employee Compensation.  Stock-based employee compensation of $3.5
million in the nine months ended September 30, 1996, relates to purchases of the
Company's common stock through performance stock purchase agreements with
executive officers and key employees.  During 1995 and 1994, the Company sold
common stock to executive officers and key employees pursuant to performance
stock agreements.  The structure of the performance stock agreements required
"variable" accounting for the related shares until the performance conditions
were removed on October 19, 1995, thereby establishing a measurement date.  The
fair value of the stock was estimated by the Company to be $2.75 per share at
that date.  Prior to the completion of the Company's initial public offering
(IPO), the deferred compensation was being recognized as stock-based employee
compensation expense on a straight-line basis from the time the shares were
purchased through November 30, 2001.  Upon the completion of the IPO, shares
owned by certain executive officers of the Company were no longer subject to the
repurchase option.  In addition, the repurchase option for the remaining
performance stock shares decreased to 20% annually over a five-year period,
commencing on the later of an employee's hire date or November 30, 1994.  As a
result, approximately $3.2 million of stock-based employee compensation expense
was recorded when the IPO was completed in March 1996.  The scheduled
amortization of the stock-based deferred compensation subsequent to September
30, 1997, is approximately $0.1 million per quarter.

Depreciation Expense.  Depreciation expense for the nine months ended September
30, 1997, increased 35.9% to $5.1 million, from $3.7 million for the nine months
ended September 30, 1996.  The increase in expense relates to capital
expenditures made throughout 1996 and the first nine months of 1997 in support
of the overall growth of the Company.

Operating Income.  Operating income for the nine months ended September 30,
1997, was $7.2 million, compared to an operating loss of $3.5 million for the
nine months ended September 30, 1996.  The increase between years relates to the
factors discussed above.

Operating income for the nine months ended September 30, 1997, and 1996,
excluding Acquisition Charges of $16.4 million and $19.1 million, was $23.6
million or 19.2% of total revenues, and $15.6 million or 16.8% of total
revenues, respectively.  See the Company's "Management's Discussion and Analysis
of Financial Condition and Results of Operations" contained in the Company's
Annual Report on Form 10-K for the year ended December 31, 1996, for additional
discussion regarding the Acquisition Charges and the impact of such charges on
operations.

Interest Expense.  Interest expense for the nine months ended September 30,
1997, decreased 35.3% to $2.2 million, from $3.4 million for the nine months
ended September 30, 1996, with the decrease attributable to i) scheduled
principal payments on the Company's long-term debt, ii) the retirement of $40.3
million of long-term debt with proceeds from the IPO in March 1996, and iii) a
decrease in interest rates as a result of the Company favorably amending its
long-term credit facility with its bank in April 1996.  These decreases were
offset by an increase in interest expense with the increase attributable to the
financing of the Company's acquisition of the SUMMITrak assets.  See Note 6 to 
the Company's financial statements for additional discussion of the new debt. As
discussed above, the Company expects interest expense to increase as a result of
the new financing.

Extraordinary Loss From Early Extinguishment Of Debt.  In September 1997, the
Company retired it's outstanding bank indebtedness of $27.5 million in
conjunction with financing for the SUMMITrak asset acquisition.  Upon repayment
of the outstanding debt, the Company recorded an extraordinary loss of $0.6
million for the write-off of deferred financing costs.  In March 1996, the
Company recorded an extraordinary charge of $1.3 million for the write-off of
deferred financing costs related to repayment of $40.3 million of long-term debt
with IPO proceeds.

                                       13
<PAGE>
 
Gain From Disposition of Discontinued Operations.  The gain from disposition of
discontinued operations of $7.9 million relates to the Company's divestiture of
it's remaining investment in Anasazi Inc. in September 1997 for $8.6 million in
cash.

General
- -------
The Company generates a significant amount of its revenues from Tele-
Communications, Inc.'s (TCI) cable television operations.  On August 10, 1997,
the Company signed a 15-year exclusive contract with a TCI affiliate to
consolidate 13 million TCI subscribers onto the Company's customer care and
billing systems (the 15-Year Contract).  TCI also purchased certain software
products of the Company under the 15-Year Contract.  On August 10, 1997, the
Company also entered into an agreement with TCI affiliates to acquire certain
SUMMITrak assets, a client/server, open systems, in-house customer care and
billing system developed by TCI. The SUMMITrak assets purchased consisted
primarily of software, hardware, people and intellectual property. Both the
SUMMITrak asset purchase agreement and the 15-Year Contract closed and became
effective September 19, 1997.

Currently, the Company has approximately 4 million of TCI's subscribers on its
systems. Under the 15-Year Contract, the Company and TCI plan to consolidate the
additional 9 million subscribers under an agreed upon conversion schedule.
Converting multiple sites under an aggressive time schedule poses certain risks.
Factors affecting the conversion schedule include the frequency and severity of
database discrepancies, installation of compatible hardware, network and
software products, as well as the availability and cooperation of qualified
personnel from all the parties involved in the conversion. TCI's minimum
financial commitments under the 15-Year Contract are subject to certain
performance criteria by the Company.

The purchase price for the SUMMITrak assets was $106 million in cash at closing,
up to $26 million in various contingent payments, and warrants to purchase up to
1.5 million shares of the Company's common stock, with the contingent payments
and the right to exercise the warrants based upon the achievement of certain
milestones by TCI specified in the SUMMITrak asset purchase agreement.  The
milestones are based principally upon the timing of conversions and the number
of TCI subscribers processed on the Company's customer care and billing systems.
The contingent payments due as of September 30, 1997 are not significant.  None
of the warrants are exercisable as of September 30, 1997.

The financial statements at September 30, 1997, reflect only the $106 million
cash payment and related transaction costs on a preliminary basis as the total
purchase price and the allocation of the purchase price have not been finalized.
The Company is evaluating whether the initial purchase price should include the
$26 million contingent payments, the value of the warrants granted and certain
operating costs related to the SUMMITrak assets acquired. In conjunction with
this evaluation, the Company has engaged an independent party to assist in the
allocation of the purchase price to the assets acquired. This independent
valuation and the Company's internal analysis are expected to be completed in
the fourth quarter of 1997, at which time the total purchase price and the
appropriate allocation of the purchase price will be reflected in the Company's
financial statements. The Company expects that a significant portion of the
purchase price will be allocated to in-process research and development (R&D),
and accordingly, expensed in the fourth quarter of 1997. The amount to be
allocated to in-process R&D is uncertain at this time and is subject to the
completion of the valuation currently being performed. It is expected that the
excess of the purchase price not allocated to in-process R&D will be allocated
to assets that will be amortized over lives ranging from 5 to 15 years.

As previously reported, the Company continues to work with its CSG Phoenix
clients to test, identify and resolve incident reports and configuration issues.
The Company continues to examine the size and magnitude of these issues, and
will have an estimated date for when CSG Phoenix will go into production when
that analysis is completed.  The Company is in the process of working with its
Phoenix clients to coordinate the next steps for both the testing of the
product, as well as rescheduling the new, estimated production date. Any
statements regarding development and timing of the dates on which CSG Phoenix
will go into production at any particular client site are forward-looking
statements. The actual timing is subject to delay due to the variety of factors

                                       14
<PAGE>
 
inherent in the development and initial implementation of a new, large and
complex software system. Installation is also subject to factors relating to the
integration of the new system with the client's existing systems.

The Company is evaluating its investment in its various technology assets,
including CCS(TM), CSG Phoenix, SUMMITrak, and Bytel's SMS systems, to determine
which platform, or combination of platforms, is best equipped to support new
products and entrance into new markets.

Income Taxes
- ------------

At September 30, 1997, management of the Company evaluated its previous
operating results, as well as projections for 1997 and 1998, and concluded that
it was more likely than not that certain of the Company's deferred tax assets
would be realized.  Accordingly, the Company has recognized a net deferred tax
asset of $5.2 million. The Company has recorded a valuation allowance of
approximately $19.0 million against the remaining net deferred tax assets since
realization of these future benefits is not sufficiently assured as of September
30, 1997.

The Company intends to analyze the realizability of the net deferred tax assets
at each future quarterly reporting period.  The current quarterly results of
operations, as well as the Company's projected results of operations, will
determine the required valuation allowance at the end of each quarter.  Based on
its current projections of operating results for 1997 and 1998, the Company
expects to realize additional deferred tax assets in 1997.  As a result, the
Company does not expect income tax expense for 1997 to be significant.  Due
primarily to differences in the timing of recognition of the amortization of
intangible assets for financial reporting and tax purposes, the Company expects
to pay income taxes in 1997.

Liquidity and Capital Resources
- -------------------------------

As of September 30, 1997, the Company's principal sources of liquidity included
cash and cash equivalents of $25.9 million.  The Company also has a revolving
bank line of credit in the amount of $40.0 million of which there were no
borrowings outstanding.  The line of credit expires September 18, 2002.

During the nine months ended September 30, 1997, the Company generated $20.6
million in net cash flow from operating activities and received $8.6 million
from the divestiture of the Company's remaining investment in Anasazi Inc. Cash
generated from these sources was used primarily to fund capital expenditures of
$7.9 million, additions to software of $9.8 million, and to repay scheduled 
long-term debt of $5.0 million.

The SUMMITrak asset acquisition was funded with a $190.0 million debt facility
with a bank, which consisted of a $150.0 million term facility and a $40.0
million revolving facility.  The proceeds from the term facility were used to
pay the $106 million purchase price at closing, retire the Company's existing
debt of $27.5 million, and pay transaction costs of $3.4 million. The remaining
proceeds will be used for general corporate purposes. No amounts were drawn on
the revolving facility at closing. See Note 6 to the Company's financial
statements for additional discussion of the new debt.

The new loan agreement restricts, among other things, the payment of dividends
or other types of distributions on any class of the Company's stock unless the
Company's leverage ratio, as defined in the new loan agreement, is under 1.50.
As of September 30, 1997, the leverage ratio was 3.59.

The Company believes that cash generated from operations and the amount
available under the revolving bank line of credit will be sufficient to meet its
anticipated cash requirements for operations (including research and development
expenditures), income taxes, debt service, and capital expenditures for both its
short and long-term purposes.

                                       15
<PAGE>
 
                        CSG SYSTEMS INTERNATIONAL, INC.
                          PART II.   OTHER INFORMATION


Item 1-5.  None.

Item 6.  Exhibits and Reports on Form 8-K.

         (a)    Exhibits

                11.01    Statement of Net Income Per Common and Equivalent 
                         Share.
 
                2.19(1)* Restated and Amended CSG Master Subscriber Management
                         System Agreement between CSG Systems, Inc. and TCI
                         Cable Management Corporation, dated August 10, 1997. 
 
                2.20(1)  Asset Purchase Agreement between CSG Systems
                         International, Inc. and TCI SUMMITrak of Texas, Inc.,
                         TCI SUMMITrak, L.L.C., and TCI Technology Ventures,
                         Inc., dated August 10, 1997.

                2.21(1)  Contingent Warrant to Purchase Common Stock between CSG
                         Systems International, Inc. and TCI Technology
                         Ventures, Inc., dated September 19, 1997.

                2.22(1)  Royalty Warrant to Purchase Common Stock between CSG
                         Systems International, Inc. and TCI Technology
                         Ventures, Inc., dated September 19, 1997.

                2.23(1)  Registration Rights Agreement between CSG Systems
                         International, Inc. and TCI Technology Ventures,
                         Inc., dated September 19, 1997.

                2.24(1)  Loan Agreement among CSG Systems, Inc. and CSG Systems
                         International, Inc. as co-borrowers, and certain
                         lenders and Banque Paribas, as Agent, dated September
                         18, 1997.

                27.01    Financial Data Schedule (EDGAR Version Only)
 
                99.01    Safe Harbor for Forward-Looking Statements Under the
                         Private Securities Litigation Reform Act of 1995-
                         Certain Cautionary Statements and Risk Factors

                ------------------------

                (1)      Incorporated by reference to the exhibit of the same
                         number to the Registrant's Current Report on Form 8-K
                         dated October 6, 1997.

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

         (b)    Reports on Form 8-K
 
                None

                                       16
<PAGE>
 
SIGNATURES
- ----------

Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

Dated:  November 14, 1997

                                    CSG SYSTEMS INTERNATIONAL, INC.


                                    /s/ Neal C. Hansen
                                    ------------------------------------------
                                    Neal C. Hansen
                                    Chairman and Chief Executive Officer
                                    (Principal Executive Officer)



                                    /s/ Greg A. Parker
                                    ------------------------------------------
                                    Greg A. Parker
                                    Vice President and Chief Financial Officer
                                    (Principal Financial Officer)



                                    /s/ Randy R. Wiese
                                    -------------------------------------------
                                    Randy R. Wiese
                                    Controller and Principal Accounting Officer
                                    (Principal Accounting Officer)

                                      17
<PAGE>
 
                        CSG SYSTEMS INTERNATIONAL, INC.
                                        
                               INDEX TO EXHIBITS
                                        

 
 
 Exhibit
 Number    Description
- ---------  -----------

11.01     Statement of Net Income Per Common and Equivalent Share.

2.19(1)*  Restated and Amended CSG Master Subscriber Management System Agreement
          between CSG Systems, Inc. and TCI Cable Management Corporation, dated
          August 10, 1997.

2.20(1)   Asset Purchase Agreement between CSG Systems International, Inc. and
          TCI SUMMITrak of Texas, Inc., TCI SUMMITrak, L.L.C., and TCI
          Technology Ventures, Inc., dated August 10, 1997.

2.21(1)   Contingent Warrant to Purchase Common Stock between CSG Systems
          International, Inc. and TCI Technology Ventures, Inc., dated September
          19, 1997.
          
2.22(1)   Royalty Warrant to Purchase Common Stock between CSG Systems
          International, Inc. and TCI Technology Ventures, Inc., dated September
          19, 1997.

2.23(1)   Registration Rights Agreement between CSG Systems International, Inc.
          and TCI Technology Ventures, Inc., dated September 19, 1997.

2.24(1)   Loan Agreement among CSG Systems, Inc. and CSG Systems International,
          Inc. as co-borrowers, and certain lenders and Banque Paribas, as
          Agent, dated September 18, 1997.

27.01     Financial Data Schedule (EDGAR Version Only)
 
99.01     Safe Harbor for Forward-Looking Statements Under the Private
          Securities Litigation Reform Act of 1995-Certain Cautionary Statements
          and Risk Factors
__________________

(1)  Incorporated by reference to the exhibit of the same number to the
     Registrant's Current Report on
     Form 8-K dated October 6, 1997.

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

                                      18

<PAGE>
 
                                                                   EXHIBIT 11.01

                        CSG SYSTEMS INTERNATIONAL, INC.

            STATEMENT OF NET INCOME PER COMMON AND EQUIVALENT SHARE

<TABLE>
<CAPTION>
 
 
                                                                 Primary    Fully Diluted
                                                               -----------  -------------
<S>                                                            <C>           <C>
For the three months ended September 30, 1997:

     Weighted average common shares outstanding..............   25,509,522    25,509,522
     Common equivalent shares attributable to outstanding
       stock options.........................................      776,059     1,035,320
                                                               -----------   -----------
 
     Shares used in computation..............................   26,285,581    26,544,842
                                                               ===========   ===========
 
     Income before extraordinary item and discontinued
       operations............................................  $ 3,113,000   $ 3,113,000
     Extraordinary loss from early extinguishment of debt....     (577,000)     (577,000)
     Gain from disposition of discontinued operations........    7,922,000     7,922,000
                                                               -----------   -----------
 
     Net income..............................................  $10,458,000   $10,458,000
                                                               ===========   ===========
 
     Net income per common and equivalent share:
       Before extraordinary item and discontinued
          operations.........................................  $       .12   $       .11
       Extraordinary loss from early extinguishment of debt..         (.02)         (.02)
       Gain from disposition of discontinued operations......          .30           .30
                                                               -----------   -----------
 
       Net income............................................  $       .40   $       .39
                                                               ===========   ===========

For the three months ended September 30, 1996:

     Weighted average common shares outstanding..............   25,486,383    25,486,383
                                                                -----------  -----------
 
     Shares used in computation..............................   25,486,383    25,486,383
                                                               ===========   ===========
 
     Net income..............................................  $   948,000   $   948,000
                                                               ===========   ===========
 
     Net income per common and equivalent share:
 
       Net income............................................  $       .04   $       .04
                                                               ===========   ===========
 
</TABLE>

<TABLE> <S> <C>

<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM FORM 10-Q AS
OF SEPTEMBER 30, 1997 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
       
<S>                                        <C>
<PERIOD-TYPE>                                    9-MOS
<FISCAL-YEAR-END>                          DEC-31-1997
<PERIOD-START>                             JAN-01-1997
<PERIOD-END>                               SEP-30-1997
<CASH>                                          25,948
<SECURITIES>                                         0
<RECEIVABLES>                                   47,907
<ALLOWANCES>                                       893
<INVENTORY>                                          0
<CURRENT-ASSETS>                                76,190
<PP&E>                                          29,276
<DEPRECIATION>                                  13,420
<TOTAL-ASSETS>                                 249,397
<CURRENT-LIABILITIES>                           37,655
<BONDS>                                        145,000
                                0
                                          0
<COMMON>                                           255
<OTHER-SE>                                      55,330
<TOTAL-LIABILITY-AND-EQUITY>                   249,397
<SALES>                                              0
<TOTAL-REVENUES>                               122,890
<CGS>                                                0
<TOTAL-COSTS>                                   66,699
<OTHER-EXPENSES>                                16,331
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                               2,195
<INCOME-PRETAX>                                  6,008
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                              6,008
<DISCONTINUED>                                   7,922
<EXTRAORDINARY>                                  (577)
<CHANGES>                                            0
<NET-INCOME>                                    13,353
<EPS-PRIMARY>                                      .52
<EPS-DILUTED>                                      .52
        

</TABLE>

<PAGE>
 
                                                                   EXHIBIT 99.01


    SAFE HARBOR FOR FORWARD-LOOKING STATEMENTS UNDER THE PRIVATE SECURITIES
                         LITIGATION REFORM ACT OF 1995

                       CERTAIN CAUTIONARY STATEMENTS AND
                                  RISK FACTORS


CSG Systems International, Inc. and its subsidiaries (collectively, the Company)
or their representatives from time to time may make or may have made certain
forward-looking statements, whether orally or in writing, including without
limitation, any such statements made or to be made in the Management's
Discussion and Analysis of Financial Condition and Results of Operations
contained in its various SEC filings or orally in conferences or
teleconferences.  The Company wishes to ensure that such statements are
accompanied by meaningful cautionary statements, so as to ensure to the fullest
extent possible the protections of the safe harbor established in the Private
Securities Litigation Reform Act of 1995.

Accordingly, the forward-looking statements are qualified in their entirety by
reference to and are accompanied by the following meaningful cautionary
statements identifying certain important factors that could cause actual results
to differ materially from those in such forward-looking statements.

This list of factors is likely not exhaustive.  The Company operates in a
rapidly changing and evolving business involving the converging communications
markets, and new risk factors will likely emerge.  Management cannot predict all
of the important risk factors, nor can it assess the impact, if any, of such
risk factors on the Company's business or the extent to which any factor, or
combination of factors, may cause actual results to differ materially from those
in any forward-looking statements.

Accordingly, there can be no assurance that forward-looking statements will be
accurate indicators of future actual results, and it is likely that actual
results will differ from results projected in forward-looking statements and
that such differences may be material.

The Company has recorded net losses since inception (October 17, 1994) through
December 31, 1996.  These net losses have resulted from several factors,
including amortization of intangible assets (acquired software, client contracts
and related intangibles, and noncompete agreements and goodwill), interest
expense, stock-based employee compensation expense, and loss from discontinued
operations.  Certain of these factors will continue to affect the Company's
results of operations in the future.  While the Company has reported net income
for the last five quarters ended September 30, 1997, there can be no assurance
that the Company will sustain profitability in the future.

CCS and related services are expected to provide the substantial majority of the
Company's revenues in the foreseeable future.  The market for customer
management systems is characterized by rapid changes in technology and is highly
competitive with respect to the need for timely product innovations and new
product introductions.  The Company believes that its future success depends
upon continued market acceptance of its current products, including CCS and
related services, and its ability to enhance its current products and develop
new products that address the increasingly complex and evolving needs of its
clients.  In particular, the Company believes that it must respond quickly to
clients' needs for additional functionality and distributed architecture for
data processing.  Development projects can be lengthy and are subject to
changing requirements, programming difficulties, a shortage of qualified 
personnel, and unforeseen factors which can result in delays. There can be no
assurance of continued market acceptance of the Company's current products or
that the Company will be successful in the timely development of product
enhancements or new products that respond to technological advances or changing
client needs.
<PAGE>
 
As previously reported, the Company continues to work with its CSG Phoenix
clients to test, identify and resolve incident reports and configuration issues.
The Company continues to examine the size and magnitude of these issues, and
will have an estimated date for when CSG Phoenix will go into production when
that analysis is completed. The Company is in the process of working with its
Phoenix clients to coordinate the next steps for both the testing of the
product, as well as rescheduling the new, estimated production date. The Company
is using technologies and development tools that are new to the Company in CSG
Phoenix. In addition, CSG Phoenix will contain functionality that is new to the
Company and may be offered in a variety of configurations in addition to the
Company's existing service bureau operations. The actual timing of delivery and
implementation is subject to delay due to the variety of factors inherent in the
development and initial implementation of a new, large and complex software
system. Implementation is also subject to factors relating to the integration of
the new system with the client's existing systems. Sales and support of CSG
Phoenix will require the Company to develop new capabilities. The failure of the
Company to deliver and support the CSG Phoenix product successfully and on time
could have a material adverse effect on the financial condition and results of
operations of the Company.

The Company is evaluating its investment in its various technology assets, 
including CCS/TM/, CSG Phoenix, SUMMITrak, and Bytel's SMS systems, to determine
which platform, or combination of platforms, is best equipped to support new 
products and entrance into new markets. There can be no assurance that the 
platform or combination of platforms selected by the Company will be accepted 
by the Company's existing or potential new clients.

Revenues from Time Warner Cable and its affiliated companies (Time Warner) and
revenues from Tele-Communications, Inc. (TCI) each represent a substantial
percentage of the Company's total revenues. On August 10, 1997, the Company
signed a 15-year exclusive contract with a TCI affiliate to consolidate 13
million TCI subscribers onto the Company's customer care and billing systems
(the 15-Year Contract). On August 10, 1997, the Company also entered into an
agreement with TCI affiliates to acquire certain SUMMITrak assets, a
client/server, open systems, in-house customer care and billing system developed
by TCI. Both the SUMMITrak asset purchase agreement and the 15-Year Contract
closed and became effective September 19, 1997. Currently, the Company has
approximately 4 million of TCI's subscribers on its systems. Under the 15-Year
Contract, the Company and TCI plan to consolidate the additional 9 million
subscribers under an agreed upon conversion schedule. Converting multiple sites
under an aggressive time schedule poses certain risks. Factors affecting the
conversion schedule include the frequency and severity of database
discrepancies, installation of compatible hardware, network and software
products, as well as the availability and cooperation of qualified personnel
from all the parties involved in the conversion. TCI's minimum financial
commitments under the 15-Year Contract are subject to certain performance
criteria by the Company. Loss of all or a significant part of the business of
either Time Warner or TCI would have a material adverse effect on the financial
condition and results of operations of the Company.

The Company's quarterly revenues and operating results may fluctuate depending
on various factors, including the timing of executed contracts and the delivery
of contracted services or products, the timing of conversions to the Company's
systems by new and existing clients, the cancellation of the Company's services
and products by existing or new clients and related conversions to other
systems, the hiring of additional staff, new product development and other
expenses, and changes in sales commission policies.  No assurance can be given
that operating results will not vary due to these factors.  Fluctuations in
quarterly operating results may result in volatility in the market price of the
Company's Common Stock.

The Company's business is concentrated in the cable television industry, making
the Company susceptible to a downturn in that industry.  A decrease in the
number of customers served by the Company's clients would result in lower
revenues for the Company.   In addition, cable television providers are
consolidating, decreasing the potential number of buyers for the Company's
products and services.  Furthermore, there can be no assurance that cable
television providers will be successful in expanding into other segments of the
converging communications markets.  There can be no assurance that new entrants
into the cable television market will become clients of the Company.  Any
adverse development in the cable television industry could have a material
adverse effect on the financial condition and results of operations of the
Company.

The Company's growth strategy is based in large part on the continuing
convergence and growth of the cable television, Direct Broadcast Satellite
(DBS), telecommunications, and on-line services markets.  If these markets fail
to converge, grow more slowly than anticipated, or if providers in the
converging markets do not accept the Company's products and services, there
could be a material adverse effect on the financial condition and results of
operations of the Company.
<PAGE>
 
The market for the Company's products and services is highly competitive.  The
Company directly competes with both independent providers of products and
services and in-house systems developed by existing and potential clients.  Many
of the Company's current and potential competitors have significantly greater
financial, marketing, technical, and other competitive resources than the
Company, and many already have significant international operations. There can
be no assurance that the Company will be able to compete successfully with its
existing competitors or with new competitors.

The Company is expanding into new products, services, and markets, which is
placing demands on its managerial and operational resources.  The inability to
manage growth could have a material adverse effect on the financial condition
and results of operations of the Company.

Substantially all of the Company's revenues are derived from the sale of
services or products under contracts with its clients.   The Company does not
have the option to extend unilaterally the contracts upon expiration of their
terms.   The Company's contracts typically do not require clients to make any
minimum purchases, and contracts are cancelable by clients under certain
conditions.  The failure of clients to renew or to fully use any contracts, or
the cancellation of contracts, could have a material adverse effect on the
Company's financial condition and results of operations.

The Company's future success depends in large part on the continued service of
its key management, sales, product development, and operational personnel.  The
Company is particularly dependent on its executive officers.  Only one of those
executive officers is party to an employment agreement with the Company, and
that agreement is terminable upon 30 days' notice.  The Company believes that
its future success also depends on its ability to attract and retain highly
skilled technical, managerial, and marketing personnel, including, in
particular, additional personnel in the areas of research and development and
technical support.  Competition for qualified personnel is intense.  The Company
may not be successful in attracting and retaining the personnel it requires,
which could have a material adverse effect on the financial condition and
results of operations of the Company.

The Company relies on a combination of trade secret and copyright laws,
nondisclosure agreements, and other contractual and technical measures to
protect its proprietary rights in its products.  There can be no assurance that
these provisions will be adequate to protect its proprietary rights.  Although
the Company believes that its intellectual property rights do not infringe upon
the proprietary rights of third parties, there can be no assurance that third
parties will not assert infringement claims against the Company or the Company's
clients.

The Company's business strategy includes a commitment to the marketing of its
products and services internationally, and the Company has begun to acquire and
establish operations outside of the U.S. The Company is subject to certain
inherent risks associated with operating internationally. Risks include product
development to meet local requirements, difficulties in staffing and management,
reliance on independent distributors or strategic alliance partners,
fluctuations in foreign currency exchange rates, compliance with foreign
regulatory requirements, variability of foreign economic conditions, changing
restrictions imposed by U.S. export laws, and competition from U.S.-based
companies which have firmly established significant international operations.
There can be no assurance that the Company will be able to manage successfully
the risks related to selling its products and services in international markets.
The inability to manage these risks successfully would have a material adverse
effect on the financial condition and results of operations of the Company.


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