8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 22, 2010

Bottomline Technologies (de), Inc.

(Exact Name of Registrant as Specified in Charter)

Delaware	000-25259		02-0433294
(State or Other Jurisdiction of Incorporation)	(Commission File Number)		(IRS Employer Identification No.)
325 Corporate Drive, Portsmouth, New Hampshire		03801
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (603) 436-0700

Not Applicable.

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02.  Results of Operations and Financial Condition

On April 22, 2010, Bottomline Technologies (de), Inc. announced its financial results for the quarter ended March 31, 2010.  The full text of the press release issued in connection with the announcement is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information in this Form 8-K (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01.  Financial Statements and Exhibits

(d)           Exhibits

The following exhibit relating to Item 2.02 shall be deemed to be furnished, and not filed:

99.1           Press Release issued by the company on April 22, 2010.

SIGNATURE

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

	BOTTOMLINE TECHNOLOGIES (de), INC.
April 22, 2010	By:	/s/ Kevin Donovan
		Kevin Donovan
		Chief Financial Officer and Treasurer

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press release issued by the company on April 22, 2010

EX-99.1

Bottomline Technologies Reports Third Quarter Results

20% Revenue Growth Highlights Quarter

PORTSMOUTH, N.H. – April 22, 2010 – Bottomline Technologies (NASDAQ: EPAY), a leading provider of collaborative payment, invoice and document automation solutions, today reported financial results for the third quarter ended March 31, 2010.

Revenues for the third quarter were $39.8 million, an increase of $6.5 million, or 20%, from the third quarter of last year.  Subscriptions and transactions revenue increased 44% from the third quarter of last year to $10.8 million.

Gross margin for the third quarter was $22.3 million, an increase of $3.4 million from the third quarter of last year.  Net income for the third quarter was $1.0 million, or diluted net income per share of $0.03.

Core net income for the third quarter was $6.5 million after excluding acquisition-related and restructuring expenses of $3.2 million and equity-based compensation of $2.4 million.  Core net income increased $3.0 million, or 86%, from the third quarter of last year.  Core earnings per share was $0.24 as compared with $0.15 in the third quarter of last year.

“Revenue growth of 20% highlighted a very strong quarter,” said Rob Eberle, President and CEO of Bottomline Technologies.  “In addition to the strong revenue growth, we also advanced our business strategically by deepening our relationship with Bank of America through the acquisition of its travel commission payments service and launching important new product releases for WebSeries® and Legal eXchange®.  We also continued our investment in future growth opportunities including the int egration and build out of the PayMode® platform.  With an attractive mix of current results and initiatives which will drive further growth, we are confident our execution and plan will deliver even greater value in the future.”

Revenues for the nine months ended March 31, 2010 increased to $116.5 million as compared with $103.1 million in the same period last year.  Net income for the nine months ended March 31, 2010 was $2.8 million, or net income per share of $0.11.

Core net income for the nine months ended March 31, 2010 was $19.9 million after excluding acquisition-related and restructuring expenses of $10.4 million and equity-based compensation of $6.7 million.  Core net income was more than double the $9.6 million reported for the nine months ended March 31, 2009.  Core earnings per share was $0.75 for the nine months ended March 31, 2010 as compared with $0.40 in the same period last year.

Third Quarter Customer Highlights

·   Added new customers who selected Bottomline solutions for increased efficiency, security and visibility to payment and transactional document processes including:  Occidental Petroleum, Service Corporation International, Continental Resources, Kamehameha Schools, Dobbies, Stoner, Inc., Taylor Corporation, West Central, Inc. and WaterFurnace Renewable Energy.

·   Expanded customer relationships with orders for Bottomline’s enterprise payments and document processing solutions from Georgia Construction Products, Spirax Sarco, Washington Companies, Bibby and BGC Contracting.

·   One of Australia’s leading banks began work with Bottomline to extend their use of WebSeries Global Cash Management into New Zealand.  Working towards a single global transaction banking system, this implementation will enable the bank to better service clients conducting cross-border trade between Australia and New Zealand and significantly reduce operating costs.

·   Added new customers to the Legal eXchange roster including: Markel Insurance, an A.M. Best-ranked property and casualty company, Admiral Insurance and Berkley Aviation Insurance.

·   Accelerated adoption of Bottomline’s healthcare solutions among healthcare organizations through new orders and expanded deployments at Baptist Healthcare System and University Healthcare System.

Third Quarter Strategic Corporate Highlights

·   Recognized by Global Finance as a member of the “World’s Best Treasury & Cash Management Providers.”

·   Expanded the PayMode network by acquiring Bank of America’s travel commission payments service, reinforcing the strategic relationship between Bank of America and Bottomline and adding strength in the important travel vertical.

·   Migrated the PayMode production environment from Bank of America to Bottomline and continued to invest in the integration and expansion of the PayMode and Business eXchange product offerings.

·   Released a new check lifecycle management module on Bottomline’s next generation WebSeries platform.  With this addition, WebSeries continues to solidify an upgrade path for existing clients and provide yet another offering for new clients to deploy a flexible, global payments hub.

·   Announced the availability of powerful new Legal eXchange reporting tools, Analyzer and SmartReports, which allow users to strategically analyze their legal spend and law firm performance.  These new tools, coupled with the unique auditing functionality available through Legal eXchange Explorer, create a comprehensive reporting suite for the entire lifecycle of a legal matter.

Bottomline has presented supplemental non-GAAP financial measures as part of this earnings release.  Core net income and core earnings per share are non-GAAP financial measures.  The non-GAAP financial measures exclude certain items, specifically amortization of intangible assets, equity-based compensation, acquisition-related expenses and restructuring related costs.  The presentation of this non-GAAP financial information should not be considered in isolation from, or as a substitute for, the financial results presented in accordance with GAAP. Bottomline believes that these supplemental non-GAAP financial measures are useful to investors because they allow for an evaluation of the company with a focus on the performance of its core operations. Bottomline’s executive management team uses these same non-GAAP financial measures internally to assess the ongoing performance of the company.  Since this information is not a GAAP measurement of financial performance, there are material limitations to its usefulness on a stand-alone basis, including the lack of comparability of this presentation to the GAAP financial results of other companies.  Shares used in computing core earnings per share are calculated using the treasury stock method which assumes full exercise of in-the-money stock options and warrants and full vesting of restricted stock.  A reconciliation of the GAAP results to the non-GAAP results for the three and nine month periods ended March 31, 2010 and 2009 is as follows:

	Three Months Ended March 31,						Nine Months Ended March 31,
	(in thousands)						(in thousands)
	2010			2009			2010			2009
GAAP net income (loss)	$	950		$	(1,970	)	$	2,826		$	(8,688	)
Amortization of intangible assets		3,282			3,589			9,949			11,973
Equity-based compensation		2,361			1,885			6,669			6,298
Acquisition-related expenses		(21	)		-			508			35
Restructuring expenses		(52	)		-			(52	)		-
Core net income	$	6,520		$	3,504		$	19,900		$	9,618

About Bottomline Technologies

Bottomline Technologies (NASDAQ: EPAY) provides collaborative payment, invoice and document automation solutions to corporations, financial institutions and banks around the world. The company’s solutions are used to streamline, automate and manage processes involving payments, invoicing, global cash management, supply chain finance and transactional documents. Organizations trust these solutions to meet their needs for cost reduction, competitive differentiation and optimization of working capital. Headquartered in the United States, Bottomline also maintains offices in Europe and Asia-Pacific. For more information, visit www.bottomline.co m.

Bottomline Technologies, WebSeries, Legal eXchange, PayMode and the BT logo are trademarks of Bottomline Technologies (de), Inc. which may be registered in certain jurisdictions. All other brand/product names are trademarks of their respective holders.

Cautionary Language

This press release may contain "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Actual results may differ materially from those indicated by such forward-looking statements as a result of various important factors. Among the important factors that could cause actual results to differ materially from those indicated by such forward-looking statements are competition, market demand, technological change, strategic relationships, recent acquisitions, international operations and general economic conditions. For additional discussion of factors that could impact Bottomline Technologies' financial results, refer to the Company's Quarterly Report on Form 10-Q, and amendments thereto, for the quarters ended September 30, 2009 and December 31, 2009 and the Company’s Annual Report on Form 10-K for the year ended June 30, 2009, on file with the SEC. Any forward-looking statements represent our views only as of today and should not be relied upon as representing our views as of any subsequent date. We do not assume any obligation to update any forward-looking statements.

Media Contact:

Kevin Donovan

Bottomline Technologies

603-501-5240

kdonovan@bottomline.com

Bottomline Technologies

Unaudited Condensed Consolidated Statements of Operations

(in thousands, except per share amounts)

	Three Months Ended
	March 31,
	2010		2009
Revenues:
Software licenses	$	3,657	$	3,237
Subscriptions and transactions		10,794		7,495
Service and maintenance		23,043		20,599
Equipment and supplies		2,326		1,960
Total revenues		39,820		33,291
Cost of revenues:
Software licenses		253		189
Subscriptions and transactions (1)		5,598		3,650
Service and maintenance (1)		9,921		9,151
Equipment and supplies		1,779		1,423
Total cost of revenues		17,551		14,413
Gross profit		22,269		18,878
Operating expenses:
Sales and marketing (1)		8,649		7,449
Product development and engineering (1)		4,959		4,742
General and administrative (1)		3,795		4,344
Amortization of intangible assets		3,282		3,589
Total operating expenses		20,685		20,124
Income (loss) from operations		1,584		(1,246	)
Other income (expense), net		45		(53	)
Income (loss) before income taxes		1,629		(1,299	)
Provision for income taxes		679		671
Net income (loss)	$	950	$	(1,970	)
Basic net income (loss) per share attributable to common stockholders	$	0.04	$	(0.08	)
Diluted net income (loss) per share attributable to common stockholders	$	0.03	$	(0.08	)
Shares used in computing basic net income (loss) per share:		25,664		24,047
Shares used in computing diluted net income (loss) per share:		27,440		24,047
Core net income (excludes amortization of intangible assets, acquisition-related expenses, restructuring expenses and stock compensation expense):(2)
Net income	$	6,520	$	3,504
Diluted net income per share (3)	$	0.24	$	0.15
(1)         Stock-based compensation is allocated as follows:
Cost of revenues: subscriptions and transactions	$	70	$	43
Cost of revenues: service and maintenance		434		233
Sales and marketing		837		528
Product development and engineering		296		165
General and administrative		724		916
(2)Core net income excludes charges for amortization of intangible assets of $3,282 and $3,589, acquisition-related expenses of ($21) and zero, restructuring expenses of ($52) and zero, and stock compensation expense of $2,361 and $1,885, for the three months ended March 31, 2010 and 2009, respectively.
(3)Shares used in computing diluted core net income per share were 27,457 and 24,066 for the three months ended March 31, 2010 and 2009, respectively.

Bottomline Technologies

Unaudited Condensed Consolidated Statements of Operations

(in thousands, except per share amounts)

	Nine Months Ended
	March 31,
	2010		2009
Revenues:
Software licenses	$	10,408	$	10,440
Subscriptions and transactions		29,543		23,468
Service and maintenance		69,953		62,275
Equipment and supplies		6,594		6,948
Total revenues		116,498		103,131
Cost of revenues:
Software licenses		792		596
Subscriptions and transactions (1)		14,636		11,642
Service and maintenance (1)		30,047		28,454
Equipment and supplies		4,991		5,101
Total cost of revenues		50,466		45,793
Gross profit		66,032		57,338
Operating expenses:
Sales and marketing (1)		25,356		24,236
Product development and engineering (1)		13,802		15,402
General and administrative (1)		12,334		14,136
Amortization of intangible assets		9,949		11,973
Total operating expenses		61,441		65,747
Income (loss) from operations		4,591		(8,409	)
Other income, net		173		709
Income (loss) before income taxes		4,764		(7,700	)
Provision for income taxes		1,938		988
Net income (loss)	$	2,826	$	(8,688	)
Basic net income (loss) per share attributable to common stockholders	$	0.11	$	(0.36	)
Diluted net income (loss) per share attributable to common stockholders	$	0.11	$	(0.36	)
Shares used in computing basic net income (loss) per share:		25,052		23,988
Shares used in computing diluted net income (loss) per share:		26,061		23,988
Core net income (excludes amortization of intangible assets, acquisition-related expenses, restructuring expenses and stock compensation expense):(2)
Net income	$	19,900	$	9,618
Diluted net income per share (3)	$	0.75	$	0.40
(1)         Stock-based compensation is allocated as follows:
Cost of revenues: subscriptions and transactions	$	184	$	174
Cost of revenues: service and maintenance		1,183		622
Sales and marketing		2,324		1,872
Product development and engineering		828		564
General and administrative		2,150		3,066
(2)Core net income excludes charges for amortization of intangible assets of $9,949 and $11,973, acquisition-related expenses of $508 and $35, restructuring expenses of ($52) and zero, and stock compensation expense of $6,669 and $6,298, for the nine months ended March 31, 2010 and 2009, respectively.
(3)Shares used in computing diluted core net income per share were 26,407 and 24,162 for the nine months ended March 31, 2010 and 2009, respectively.

 Bottomline Technologies

Unaudited Condensed Consolidated Balance Sheets

(in thousands)

	March 31,			June 30,
	2010			2009
Assets
Current assets:
Cash, cash equivalents and short-term investments	$	58,284		$	50,303
Accounts receivable		24,935			23,118
Other current assets		9,491			5,531
Total current assets		92,710			78,952
Property and equipment, net		14,527			10,106
Intangible assets, net		99,493			89,589
Other assets		2,146			4,504
Total assets	$	208,876		$	183,151
Liabilities and stockholders' equity
Current liabilities:
Accounts payable	$	6,306		$	5,955
Accrued expenses		7,527			9,290
Deferred revenue		36,452			33,029
Total current liabilities		50,285			48,274
Deferred revenue, non-current		5,563			10,213
Deferred income taxes		2,400			2,263
Other liabilities		1,973			1,852
Total liabilities		60,221			62,602
Stockholders' equity
Common stock		28			27
Additional paid-in-capital		314,817			287,082
Accumulated other comprehensive loss		(9,079	)		(4,920	)
Treasury stock		(22,657	)		(24,360	)
Accumulated deficit		(134,454	)		(137,280	)
Total stockholders' equity		148,655			120,549
Total liabilities and stockholders' equity	$	208,876		$	183,151