UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
——————
FORM 10-K
——————
(Mark One)
For the fiscal year ended June 30 , 2021
OR
For the transition period from to
Commission file number: 0-25259
——————
(Exact name of registrant as specified in its charter)
——————
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |||||||
| | (Zip Code) | |||||||
| (Address of principal executive offices) | ||||||||
(603 ) 436-0700
(Registrant’s telephone number, including area code)
———————————————
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class: | Trading Symbol(s): | Name of each exchange on which registered: | ||||||
Securities registered pursuant to Section 12(g) of the Act: None
———————————————
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒
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 ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
| ☒ | Accelerated Filer | ☐ | |||||||||
| Non-Accelerated Filer | ☐ | Smaller Reporting Company | |||||||||
| Emerging Growth Company | |||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒
The aggregate market value of the voting stock held by non-affiliates of the registrant, based on the last sale price of the registrant’s common stock at the close of business on December 31, 2020 was $1,991,764,706 (reference is made to Part II, Item 5 herein for a statement of assumptions upon which this calculation is based). The registrant has no non-voting stock.
There were 45,640,031 shares of common stock, $.001 par value per share, of the registrant outstanding as of August 13, 2021.
DOCUMENTS INCORPORATED BY REFERENCE
Items 10, 11, 12, 13 and 14 of Part III (except for information required with respect to our executive officers, which is set forth under
“Part I-Item 1. Business-Information about our Executive Officers and Other Key Employees”) have been omitted from this report, as we expect to file with the Securities and Exchange Commission, not later than 120 days after the close of our fiscal year ended June 30, 2021, a definitive proxy statement for our 2021 annual meeting of stockholders. The information required by Items 10, 11, 12, 13 and 14 of Part III of this report, which will appear in our definitive proxy statement, is incorporated by reference into this report.
| BOTTOMLINE TECHNOLOGIES, INC. | ||||||||
| FORM 10-K | ||||||||
| FOR THE FISCAL YEAR ENDED JUNE 30, 2021 | ||||||||
| TABLE OF CONTENTS | ||||||||
| Page | ||||||||
| PART I | ||||||||
Item 1. | ||||||||
Item 1A. | ||||||||
Item 1B. | ||||||||
Item 2. | ||||||||
Item 3. | ||||||||
Item 4. | ||||||||
| PART II | ||||||||
Item 5. | ||||||||
Item 6. | ||||||||
Item 7. | ||||||||
Item 7A. | ||||||||
Item 8. | ||||||||
Item 9. | ||||||||
Item 9A. | ||||||||
Item 9B. | ||||||||
| PART III | ||||||||
Item 10. | ||||||||
Item 11. | ||||||||
Item 12. | ||||||||
Item 13. | ||||||||
Item 14. | ||||||||
| PART IV | ||||||||
Item 15. | ||||||||
Item 16. | ||||||||
3
PART I
This Annual Report on Form 10-K contains forward-looking statements that involve risks and uncertainties. Any statements (including statements to the effect that we believe, expect, anticipate, plan, and similar expressions) that are not statements relating to historical matters should be considered forward-looking statements. Our actual results may differ materially from the results discussed in the forward-looking statements as a result of numerous important factors, including those discussed in Item 1A. Risk Factors.
Item 1. Business.
Our Company
We help make complex business payments simple, smart and secure. We provide solutions that help accelerate the digital transformation of business payments. Corporations and banks rely on us for domestic and international payments, efficient cash management, automated workflows for payment processing, bill review and fraud detection.
We operate payment platforms that facilitate electronic payment and transaction settlement between businesses and their vendors. Corporate customers rely on our solutions to automate payment and accounts payable processes, optimize working capital and reduce fraud. We offer solutions that banks use to provide payment, cash management and treasury capabilities to their business customers, as well as solutions that financial institutions use to engage intelligently with customers to acquire, deepen and grow profitable relationships. Our legal spend management solutions help determine the right amount to pay for legal services and claims for insurance companies and other large consumers of outside legal services, as well as related tools and analytics for law firms. Our fraud and risk management solutions are designed to non-invasively monitor and analyze user behavior and payment transactions to flag behavioral and data anomalies and other suspicious activity to gain protection from internal fraud and external financial crime.
Our solutions are designed to complement, leverage and extend our customers’ existing information systems, accounting applications and banking relationships so that the solutions can be deployed quickly and efficiently. To help our customers realize the maximum value from our products and meet their specific business requirements, we also provide professional services for implementation, training, consulting and product enhancement.
We maintain our corporate headquarters in Portsmouth, New Hampshire and our international headquarters in Theale, Reading, England. We maintain a website at www.bottomline.com. Our website includes links to our Code of Ethics, our Corporate Governance Guidelines, and the charters of our Audit Committee, Leadership Development and Compensation Committee and Nominations and Corporate Governance Committee. We do not include the information contained on our website as part of, nor do we incorporate it by reference into, this Annual Report on Form 10-K. We make available free of charge, through our website, our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to these reports as soon as reasonably practicable after such material is electronically filed with, or furnished to, the Securities and Exchange Commission (SEC). The SEC’s website, www.sec.gov, contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC.
Unless the context requires otherwise, references in this Annual Report on Form 10-K to we, us, our, Bottomline and the Company refer to Bottomline Technologies, Inc. and its subsidiaries. Our fiscal year ends on June 30, and we sometimes identify our fiscal years in this Annual Report on Form 10-K by the calendar years in which they end. For example, we refer to the fiscal year ended June 30, 2021 as "fiscal year 2021."
Our Strategy
Our objective is to be the leading global provider of business payment technology. Key elements of our strategy are aimed at accelerating the digital transformation of business payments and banking for large enterprises and banks and include:
•growing our payment platforms by adding payers, vendors, channel partners and new, innovative business payment capabilities;
•providing solutions that enable banks of all sizes to offer their customers leading cash management and treasury capabilities, as well as solutions designed to deepen and grow profitable bank customer relationships;
•enhancing the effectiveness and impact of our solutions by leveraging and investing in new technologies such as machine learning and predictive analytics, and
•pursuing acquisitions, investments and strategic partnerships that expand our geographical footprint, market share or extend our product capabilities
In support of our strategy, we will continue to seek to attract and retain exceptional technical and management talent with experience in the markets we serve.
4
Our Products and Services
The following is a summary of our major product offerings; however, we continue to innovate and adapt our solutions as standards, customer needs and technology evolve.
Paymode-X and PTX
Paymode-X and PTX are our largest and fastest growing payment platforms.
Paymode-X is a SaaS solution that helps over 450,000 businesses pay and get paid. Our Paymode-X solution allows businesses to easily transition from legacy invoice-to-pay processes, maximizing cost-savings, efficiency and security. Businesses can streamline invoice receipt, automate workflows, accelerate approvals, and make virtual card, automated clearing house (ACH), and check payments using a single integrated solution. Paymode-X customers gain immediate benefits because many of their vendors are already part of the Paymode-X network and can begin to be paid electronically on day one. Our vendor enrollment process leverages our proprietary Intelligent Engagement Model which includes predictive analytics, tailored digital campaign processes and tools designed to maximize vendor adoption. Our solution leverages known payment type preferences across member businesses in order for customers to settle vendor payments utilizing a mix of virtual card, automated clearing house (ACH), check and wire payments that will yield the greatest financial and efficiency gains. Accounts payable departments can improve payment processing security and compliance with comprehensive payment risk scoring and integrated vendor authentication and fraud prevention services. Their vendors benefit from convenient invoice submission, payment, and remittance options which streamline their receivables processes. In addition to our internal sales team, a number of leading financial institutions partner with us to resell Paymode-X capabilities to their corporate clients. We have commercial relationships with both Visa and Mastercard and are able to offer both options to financial institutions as part of an overall Paymode-X solution while also having the ability to offer Visa capabilities directly to corporate customers.
Our PTX solution offers organizations of any size simple, secure and efficient ways to pay and get paid. PTX enables businesses to efficiently manage key business processes such as making payments domestically and overseas, receiving payments through a variety of channels and protecting payments from fraud and error. PTX ensures that the critical processes related to sending and receiving payments are as efficient and secure as possible. Efficiencies include saving time, such as by using one payment system for both domestic and international payments; saving money, by leveraging lower cost payment alternatives and avoiding failed transactions; and saving data, to reduce the risk of manual verification and human error. PTX also offers offers protection to ensure security and avoid fraudulent payments by leveraging intelligent fraud and cybercrime capabilities. PTX is a modular platform designed to incorporate regulatory changes such as the UK New Payments Architecture as well as innovation driven changes such as Open Banking, leveraging these changes to offer new ways to pay and facilitate consolidated views of bank accounts across the world. It supports making payments via BACS, Faster Payments and checks and supports collecting payments via direct debit, card and other methods. PTX also helps manage invoices, payment remittances and other important business documents.
Financial Messaging
Our Financial Messaging solutions are recognized and trusted by customers all over the world. Financial messaging leverages multiple domestic and cross-border payment networks and schemes, including SWIFT, UK Faster Payments, RT1, TIPS, Bacs, Six, EBICS, Visa and others. Overall, our solutions allow financial institutions and corporations to achieve lower costs, rapid implementation, greater security and improved risk management, while avoiding the costly internal infrastructure typical of legacy, on-premise solutions.
Banking Solutions
Our digital banking solutions are designed to engage intelligently with customers, deliver a unified digital experience as well as acquire, deepen and grow profitable relationships.
Digital Banking IQ is our complete solution for digital banking transformation. From actionable insights to faster onboarding, Digital Banking IQ is a leading intelligent engagement platform for banking and payments. It is a customer-centric, cloud platform based on the pillars of cash management, payment flexibility, digital banking, relationship management, customer insights and experiences, data connectivity, and risk mitigation.
Digital Banking IQ provides financial institutions with a fully-integrated digital transformation platform for banking competitiveness. Each Digital Banking IQ module is available either stand-alone or combined with the other Digital Banking IQ modules in order to fully benefit from the power of the platform.
We enable banks of all sizes to offer their customers a host of capabilities including ACH and BACS payments, wires, international payments, check production, fraud prevention, customer acquisition, balance and information reporting and other features that facilitate enterprise-wide cash management and interaction with their customers. Digital Banking IQ allows our bank customers to attract and service a full range of client segments from small businesses to multi-nationals. These solutions feature an intuitive user interface designed to simplify all aspects of payments and cash management for customers of all sizes and sophistication, through both browser-based and mobile channels.
5
Legal Spend Management
Our legal spend management solutions integrate with claims management and time and billing systems to automate legal invoice management processes and to provide insight into all areas of a company’s outside legal spend. Insurance carriers, third-party administrators and self-insureds use these solutions to better manage legal costs, determine which costs are accurate and where errors or overcharges exist. The combination of automated invoice routing and a sophisticated rules engine allows corporate legal and insurance claim departments to create more efficient processes for managing invoices generated by law firms and other service providers, while offering insight into important legal spend factors including expense monitoring and outside counsel performance. We continue to expand the capabilities of these offerings to leverage predictive analytics to facilitate the selection and retention of counsel, forecast claim settlement and litigation expense and augment the management and budgeting of litigation matters.
Fraud and Financial Crime Solutions
Our fraud and financial crime solutions non-invasively monitor, replay and analyze user behavior and payment transactions to flag and prevent suspicious activity in real time. These solutions are highly configurable and create accountability by recording and analyzing each application interaction and screen view, reducing the risk of theft, information leakage, internal and external fraud, as well as decreasing the cost of regulatory compliance. Case management capabilities centralize risk management, speed investigations, and facilitate compliance with regulations pertaining to Anti Money Laundering (AML), SWIFT CSP, PSD2, FATF16/WTR2, Basel II, the Health Insurance Portability and Accountability Act (HIPAA) and Know Your Customer (KYC).
Our Customers
Our customers span multiple industries including banking, financial services, insurance, healthcare, technology, retail, communications, education, media, manufacturing and government. Our customers include leading organizations such as ARIZON Sourcing AG, Azqore SA, Bank for International Settlements, Bank of America Merrill Lynch, Baptist Health Care, Berkley Risk Administrators, British Telecommunications plc., Capital One, CIBC, Cigna Corporation, Citizens Bank, Cleveland Clinic, Deutsche Bank, Ejada Systems, Franklin Templeton Investments, Fidelity Investments, HCA Healthcare, Henry Ford Health System, HSBC, Johnson Controls, Inc., Lloyds Bank, Metro Bank, Mirabaud & Cie SA, National Westminster Bank, Regions Financial Corporation, Santander Bank, Starling Bank, State Farm Insurance, Tesco Stores Ltd., The Hartford, US Bank, Vodafone and Zurich American Insurance Company.
Our People
Global Workforce
We have a very talented team of people operating globally. They are at the center of everything we have accomplished to date and will accomplish in the future. At June 30, 2021 we had a total of 2,344 employees located worldwide, as follows:
•North America 1,279
•Europe 718
•Asia Pacific 210
•Middle-East 137
We also use independent contractors and temporary personnel to supplement our employee workforce. Competition for qualified personnel has historically been, and remains, intense; particularly for technical and other specialist resources.
Our goal in recruiting people to join Bottomline focuses on attracting, hiring and retaining talented, high-performing employees in all roles and at all career levels. Employment opportunities range from internship programs for students, roles for recent college graduates, entry level positions, management opportunities and executive careers.
We are always conscious of the competitive market for talent and try to be responsive to our employee team needs. We consider employee engagement to be strong. None of our employees is represented by a labor union.
Bottomline Culture
The foundation of Bottomline’s culture is embodied in its six Guiding Principles which are reinforced and recommunicated to our entire team regularly:
•Delight customers
•Do the right thing
•Innovate, communicate, win and grow
•Work with and for each other
•Be a company of which all can be proud
•Create and grow sustained business value
We are committed to an inclusive environment, ensuring that employees feel safe, valued and respected regardless of race, color, age, gender, disabilities, sexual orientation or any other protected class.
Compensation and Benefits
6
We strive to offer competitive salaries and benefits in each of the geographies in which we operate. Salary increases were postponed for a period of time during COVID-19 but have recently been restored globally for fiscal 2022 and beyond. We continually evaluate all aspects of the total compensation we offer in each geography to ensure we are offering an appropriate and competitive level of compensation. Similarly, our benefits are intended to be competitive and are tailored to the specific geographical location of the employee based on local laws and customs.
In the United States (which comprises approximately 54% of our employee base at June 30, 2021) we provide health coverage for medical, vision and dental care, disability insurance, flexible spending accounts for medical care expenses, employee assistance programs, paid time off and retirement savings plans.
In the United Kingdom (which comprises approximately 22% of our employee base at June 30, 2021) we provide private medical insurance based on individual eligibility, income protection in the event of long-term illness, life insurance, vision coverage, employee assistance programs, paid time off and retirement savings plans. Health coverage in the United Kingdom is provided predominantly under a government run national insurance program.
Many of these or similar benefits are available to employees outside of the United States and the United Kingdom, in addition to any locally customary or required benefits. For example, our Swiss based employees (which comprise approximately 7% of our employee base at June 30, 2021) are covered under defined benefit pension plans as required by Swiss government regulations.
Employee Well Being
Since March of 2020 in response to the COVID-19 pandemic, nearly all of our employees, regardless of geography, have worked remotely. We have continued, since that date, to suspend virtually all business related travel. During this period we have provided all employees additional measures of flexibility to adapt to the new demands brought on by this experience, including more flexibility in individual work schedules. We have communicated regularly to employees throughout this period and have consistently reinforced that no one will be required to return to a physical, in-office work setting until it is safe—and until they personally feel safe—to do so. Our team has maintained high productivity and engagement levels during this time. We intend to continue to provide flexibility to our team when we start the physical return to offices, whenever that may be.
Employee Learning and Development
We recently announced two new programs focused on professional development. The first, the “Bottomline Growth Series” will be available to all team members globally regardless of their level within the organization. The program is designed to provide career advice, success characteristics, positive habits and lessons learned. The second program, “Leadership Lessons”, will be focused on any team member who directly manages people as well as high potential team members, nominated by the leadership team, who may not yet be managing people. The focus of this program is on leading, developing and motivating high performing people as well as driving transformation and growth.
Open Communications with Employees
We have regular, company-wide employee meetings led by our CEO. During these meetings, any employee is permitted to submit a question either in advance or real-time during the meeting, which our CEO addresses as part of the overall session. All employees have access to a “Straight-to-the CEO” email portal where questions, comments or concerns can be raised directly to our CEO, including on an anonymous basis. We also maintain a whistleblower program, administered by a third-party organization. Under this program any employee can submit a concern, including anonymously if they wish. Any matter reported through this program is automatically reported to our Chief Executive Officer and to the Chair of our Audit Committee.
We regularly solicit employee feedback through the use of company-wide, pulse-style surveys. The use of these surveys and related outreach has increased during the COVID-19 pandemic. The results of these surveys are shared with our CEO, leadership team, Board of Directors and employee team. In our most recent annual pulse survey, we had over 1,800 responses which represented approximately 87% of our then employee base. The responses confirmed our commitment to customers and positive culture of Bottomline with 94% of the respondents indicating they believe Bottomline is committed to customer delight, 88% indicating they would recommend Bottomline to a friend, 87% believed that our commitment to social responsibility, community support and sustainability is genuine and 91% indicated that they are proud to work for Bottomline.
7
Our Competition
The markets in which we participate are highly competitive. We believe our ability to compete depends on factors within and beyond our control, including:
•our ability to develop new, innovative and feature-rich technology solutions that meet the evolving needs of our customers and the shifting dynamics of the markets we participate in;
•the capabilities, performance, reliability, features, ease-of-use and price of our offerings as compared to competitor alternatives;
•our ability to attract, retain and develop employees with the requisite domain knowledge and technical skill set necessary to execute against our innovation agenda;
•our industry knowledge and expertise;
•the execution of our sales and customer success organizations; and
•the timing and market acceptance of new products as well as enhancements to existing products, by us and by our current and future competitors.
For our payment platforms, our principal competitors include AccessPay, AvidXchange, Commerce Bank, CSI Enterprises, Finastra, Form 3, Go Cardless, JPMorgan Chase, Kyriba, MineralTree, SWIFT, Tipalti, and Wells Fargo.
For our banking solutions, we primarily compete with companies such as ACI Worldwide, FIS, Fiserv, MeridianLink, NCR, Polaris, Q2 and Temenos.
For our legal spend management solutions, we compete with a number of companies, including Wolters Kluwer ELM Solutions, Mitratech, Quovant, and DXC Legal Solutions.
For our fraud and financial crime solutions, we primarily compete with Verafin, Feedzai, NICE Actimize, FeatureSpace and NetGuardians.
Our payment and document automation products compete primarily with companies that provide solutions to create, publish, manage and archive electronic documents and companies that offer payments software and services. We also compete with providers of ERP solutions and providers of traditional payment products.
We believe that we compete favorably in each of the markets in which we participate, however the markets for our products and services are intensely competitive and characterized by rapid technological change and a number of factors could adversely affect our ability to compete in the future, including those discussed in Item 1A. Risk Factors.
Our Segments
Operating segments are the components of our business for which separate financial information is available that is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing performance. Our chief operating decision maker is our chief executive officer. Our operating segments are generally organized by the type of product or service offered and by geography.
Similar operating segments have been aggregated into four reportable segments as follows:
Cloud Solutions. Our Cloud Solutions segment provides customers with SaaS technology offerings that facilitate electronic payments, electronic invoicing, and spend management. Our two most significant and fastest growing payment platforms (Paymode-X and PTX) and our financial messaging solution are included in this segment. These solutions are highly scalable, secure and cost effective and facilitate cash payment and transaction settlement between businesses and vendors. Our legal spend management solutions, which enable customers to create more efficient processes for managing invoices generated by outside law firms while offering insight into important legal spend factors such as expense monitoring and outside counsel performance, are also included within this segment. Revenue within this segment is generally recognized on a subscription or transaction basis.
Banking Solutions. Our Banking Solutions segment provides solutions that are specifically designed for banking and financial institution customers. Our Banking Solutions products are sold predominantly on a hosted basis, with revenue recognized on a subscription or transaction basis.
Payments and Documents. Our Payments and Documents segment supplies financial business process management software solutions, including making and collecting payments, sending and receiving invoices, and generating and storing business documents. When licensed for on-premise deployment, software license revenue is typically recorded upon delivery of the software and commencement of the license term, professional services revenue is normally recorded as we perform the work and software support and maintenance revenue is recorded ratably over the support period. If the solution is hosted by us, we typically record revenue over time.
Other. Our Other segment consists of our fraud and financial crime solutions and our healthcare solutions. The fraud and financial crime solutions results reported in this segment reflect the revenue contribution from the legacy sales channel we acquired and the burden of certain other centralized costs; however these solutions are sold as part of all of our operating segments. Our
8
healthcare solutions focus on eliminating paper intensive processes and providing electronic signature and mobile document capabilities to allow healthcare organizations to improve efficiency and reduce costs. Software revenue for perpetual licenses of our fraud and financial crime and healthcare products is typically recorded upon delivery of the software and commencement of the license term. Professional services revenue is recorded as we perform the work and software support and maintenance revenue is recorded ratably over the support period, which is normally twelve months.
Product Development and Engineering
Our product development and engineering organization includes employees as well as strategic development partners who provide a flexible supplement to our internal resources. We have three primary development groups: product design and user experience, software engineering and quality assurance. Our teams work collaboratively, integrating design thinking approaches with development operations and scaled agile practices, to deliver validated solutions to our customers.
Our product design and user experience team is extensively involved in the design of all of our products, driving the user-centered design process to ensure elegant, engaging and intuitive, easy-to-use products. Part of this process is user experience testing that is conducted to provide additional productivity gains for the end user.
Our software engineers have substantial experience in advanced software development techniques as well as extensive knowledge of the complex processes involved in business document workflow, cash management, payment and invoicing applications. Our technologies focus on providing business solutions utilizing industry standards, providing a path for extendibility and scalability of our products. The team focused on applying relevant technologies to uniquely make our customers more successful. Security, control and fraud prevention, as well as performance, data management and resource efficiencies are priorities in the solutions we develop and deploy.
Our quality assurance engineers have extensive knowledge of our products and expertise in software quality assurance techniques. The quality assurance team participates in all phases of our product development processes. Members of the quality assurance group make use of both manual and automated software testing techniques to ensure high-quality software is being delivered to our customers. The quality assurance group members participate in alpha and beta releases, testing of new product releases and performance and security testing for our products. Our process promotes an end-to-end design to delivery pipeline view that connects these critical product development and engineering functions to our product management, delivery, operations and support organizations so that all share a common vision of customer-focused success.
Proprietary Rights
We use a combination of patents, copyrights, trademarks and trade secret laws to help establish and protect our proprietary rights in our technology and products. During fiscal year 2021, we added 9 patents to our portfolio. In total, we currently hold 46 U.S. patents as well as 8 foreign equivalent patents in Europe, Israel and India. We expect to receive other patents and we have 53 applications pending before the U.S. Patent and Trademark Office. The earliest year of expiration of any of our remaining patents is 2022.
We intend to continue to file patent applications as we identify patentable technology. There can be no assurance, however, that our existing patent applications, or others that we may file in the future, will issue or will be of sufficient scope and strength to provide meaningful protection to our technology or any commercial advantage to us, or that the issued patents will not be challenged, invalidated or circumvented. In addition, we rely upon a combination of copyright and trademark laws and non-disclosure and other intellectual property contractual arrangements to help protect our proprietary rights. Given the rapidly changing nature of the industry’s technology, the creative abilities of our development, marketing and service personnel may be as or more important to our competitive position as are the legal protections and rights afforded by patents. We enter into agreements with our employees and clients that seek to limit and protect our intellectual property and the distribution of proprietary information. However, there can be no assurance that the steps we have taken to protect our intellectual property will be adequate to deter misappropriation of proprietary information and we may not be able to detect unauthorized use and take appropriate steps to enforce our proprietary rights.
Government Regulation
Our U.S. chartered financial institution customers are federally regulated by either the Federal Reserve (FED), the Federal Deposit Insurance Corporation (FDIC), the Office of the Comptroller of the Currency (OCC), the National Credit Union Association (NCUA) or the Consumer Financial Protection Bureau (CFPB). Our non U.S. based financial institution customers are normally subject to a similar regulatory oversight within their respective country of domicile. We are subject to periodic examination by the Federal Financial Institutions Examination Council (FFIEC) interagency in our capacity as a technical financial service provider, during which our operating practices are risk-assessed and compared against applicable laws and regulations. If as part of such an examination we were to receive a material unfavorable regulatory rating, our customers may be advised by their direct federal regulators to reassess their commercial relationships with us, including the continued use of our products.
Each of our operating segments provides services and/or products that may be subject to various federal, state or foreign laws or regulations, particularly in the area of data security and privacy. These laws and regulations govern the collection, processing, storage, use and disclosure of personal information as well as notification requirements in the event of security breaches. For example, we are
9
subject to periodic General Data Protection Regulation (GDPR) compliance examinations by the Information Commissioner Office (ICO) and the Financial Conduct Authority (FCA) in our capacity as a technical financial service provider processing and/or storing financial data within a European Union (EU) and/or European Economic Area (EEA) country. The legal and regulatory framework in these areas is complex and continually evolving, particularly with respect to data security, payment technology and payment methodologies. We are also subject to regulatory obligations such as Swiss Financial Market Supervisory Authority (FINMA) in Switzerland and Office of the Superintendent of Financial Institutions (OSFI) in Canada. We may become subject to new or increased regulation in the future, and the cost of complying with current or future regulatory requirements could be significant. Our products and services must be designed to work effectively within this legal framework and the regulatory framework that our customers operate within.
10
Information about our Executive Officers and Other Key Employees
Our executive officers and other key employees and their respective ages as of August 30, 2021, are as follows:
Name | Age | Positions | ||||||||||||
| Robert A. Eberle | 60 | President, Chief Executive Officer and Director | ||||||||||||
| A. Bruce Bowden | 52 | Chief Financial Officer and Treasurer | ||||||||||||
| Jonathan P. Dack | 43 | Chief Information Officer | ||||||||||||
| Norman J. DeLuca | 61 | Managing Director, Banking Solutions | ||||||||||||
| Tom Dolan | 43 | General Manager, Paymode-X | ||||||||||||
| Paul J. Fannon | 53 | Managing Director, Global Business Solutions | ||||||||||||
| Kimberly A. Hannemann | 54 | Chief Customer Officer | ||||||||||||
| Stephanie B. Lucey | 47 | Chief People Officer | ||||||||||||
| Brian S. McLaughlin | 57 | Chief Experience Officer | ||||||||||||
| Andrew J. Mintzer | 59 | Executive Vice President, Product Strategy and Customer Delivery | ||||||||||||
| Eric K. Morgan | 51 | Executive Vice President, Global Controller | ||||||||||||
| Christine M. Nurnberger | 42 | Chief Marketing Officer | ||||||||||||
| Nigel K. Savory | 54 | Chief Product and Growth Officer | ||||||||||||
| Danielle K. Sheer | 40 | General Counsel | ||||||||||||
| David G. Sweet | 58 | Executive Vice President, Strategy and Corporate Development | ||||||||||||
| Angela White | 47 | Vice President, Investor Relations | ||||||||||||
Robert A. Eberle has served as a director since September 2000, as President since August 2004 and as Chief Executive Officer since November 2006.
A. Bruce Bowden has served as Chief Financial Officer and Treasurer since March 2021. From August 2018 to February 2021, Mr. Bowden served as Chief Financial Officer for Interactions, LLC. From October 2010 to August 2018, Mr. Bowden served as Executive Vice President of Corporate Strategy and Development for Nuance Communications, Inc.
Jonathan P. Dack has served as Chief Information Officer since July 2020. From February 2016 to July 2020, Mr. Dack served as VP, Technology for Toast, Inc. From September 2014 to February 2016, Mr. Dack was the Director of Information Systems for FSG, Inc.
Norman J. DeLuca has served as Managing Director, Banking Solutions since November 2011. From October 2009 through October 2011, Mr. DeLuca served as Managing Partner at NMD Investments. From January 2008 through October 2009, Mr. DeLuca served as Chief Executive of RBS Global Transaction Services, Americas. From January 2007 through January 2008, Mr. DeLuca served as Vice Chairman, RBS Citizens Financial Group.
Tom Dolan has served as General Manager, Paymode-X since September, 2020. Mr. Dolan served as General Manager, Segmentation & Orchestration Business Unit from December 2019 to September 2020, Vice President Network Segmentation Business Unit, Product Management from January 2019 to December 2019, Vice President, Global Financial Services from January 2018 to December 2018, and Regional Vice President of Sales, East Coast from January 2014 to December 2017 at Forescout Technologies Inc.
Paul J. Fannon has served as Managing Director, Global Business Solutions since March 2021, Deputy Managing Director, EMEA from February 2018 to March 2021, and Group Sales Director, Europe from October 2008 through January 2018.
Kimberly A. Hannemann has served as Chief Customer Officer since November 2019. From December 2012 through October 2019, Ms. Hannemann served as Senior Vice President, Member Services at Rue Gilt Groupe. From June 2008 through November 2012, Ms. Hannemann served as Vice President, Customer Operations at Avid Technology. From July 2002 through May 2008, Ms. Hannemann served as Director, EMC Professional Services.
Stephanie B. Lucey has served as Chief People Officer since April 2018. From November 2016 through April 2018, Ms. Lucey served as Senior Vice President of Human Resources at ClickSoftware. From August 2015 through November 2016, Ms. Lucey served as Vice President of Human Resources at Everbridge. From March 2014 through August 2015, Ms. Lucey served as Head of HR at Vistaprint. From July 2012 through March 2014, Ms. Lucey served as Senior Director of Business Partnerships at Vistaprint.
Brian S. McLaughlin has served as Chief Experience Officer since November 2016 and as Vice President of Product Design and User Experience from February 2011 through October 2016. From 2009 through February 2011, Mr. McLaughlin served as Director of User Experience at CashStar, Inc.
Andrew J. Mintzer has served as Executive Vice President, Product Strategy and Customer Delivery since July 2013 and as Senior Vice President, Product Strategy and Delivery from November 2007 through June 2013.
Eric K. Morgan has served as Controller since September 2000.
11
Christine M. Nurnberger has served as Chief Marketing Officer since September 2014. Ms. Nurnberger served as Vice President, Marketing for SunGard Availability Services from January 2012 until August 2014 and as Vice President, Global Marketing Operations for Info Global Solutions from November 2005 until January 2012.
Nigel K. Savory has served as Chief Product and Growth Officer from March 2021 and as Managing Director, Europe from December 2003 to March 2021.
Danielle K. Sheer has served as General Counsel since October 2019. From September 2009 to September 2019, Ms. Sheer served as General Counsel and Corporate Secretary of Carbonite, Inc. From August 2006 to September 2009, Ms. Sheer was a corporate attorney with the law firm of Willkie Farr & Gallagher LLP, where she concentrated on business and securities transactions.
David G. Sweet has served as Executive Vice President, Strategy and Corporate Development since March 2013. From October 2010 through October 2012, Mr. Sweet served as a strategy and business development executive for IBM’s Enterprise Marketing Management group. From April 2005 through October 2010, Mr. Sweet served as Senior Vice President of Corporate Development at Unica Corporation.
Angela White has served as Vice President, Investor Relations since May 2021. From June 2014 through February 2021, Ms. White served as Vice President, Investor Relations for Endurance International Group.
12
Item 1A. Risk Factors.
Investing in our common stock involves a high degree of risk. The discussion below addresses the most significant factors, of which we are currently aware, that could affect our business, operating results and financial condition. You should carefully consider the risks and uncertainties described below before making an investment decision involving our common stock. The risks and uncertainties described below are not the only ones facing us. Additional risks and uncertainties may also impact our business operations.
If any of the following risks actually occur, our business, financial condition or results of operations would likely suffer. In that case, the trading price of our common stock could fall, and you may lose all or part of the money you paid to buy our common stock.
Risks Related To COVID-19
Our business, results of operations and financial condition may be materially adversely impacted by the COVID-19 pandemic
The consequences of the COVID-19 pandemic may adversely impact our business, consolidated results of operations, cash flows and our financial condition. Global health concerns arising from the COVID-19 pandemic and related government actions have caused significant disruption to the global economic environment and increased economic uncertainty. There are growing, recent uncertainties related to the evolution of the pandemic itself, including the impact of disease variants, the effectiveness of vaccines against these variants and the consequence to unvaccinated individuals. In response, restrictions have started to be re-implemented by various government bodies and private businesses. There is no recent, comparable event that provides guidance on the myriad of impacts that COVID-19 may ultimately have, however its impact on market and economic conditions clearly remains a significant risk. The long-term consequences of the pandemic remain difficult to predict and depend in large part on the duration of the pandemic and any future recurrence of outbreak, further actions that may be taken by governmental authorities, the impact to the businesses of our customers, the demand for our products and our ability to sell and provide new goods and services, including as a result of travel restrictions, employees working from home and other factors. Our customers may also slow-down decision making in respect of new purchases, delay work that had previously been scheduled or seek price concessions or modified payment terms in responses to strains on their own businesses.
Since March 2020 we have continued to take proactive measures intended to help minimize the risk of the virus to our employees including suspending travel worldwide, temporarily closing our offices and requiring employees to work remotely. While we believe we are currently operating our business effectively in spite of these challenges, substantially all of our employees continue to work remotely.
Deteriorating economic conditions arising from the consequences of COVID-19 such as increased unemployment, a decline in business and consumer confidence and spending or a recession could adversely impact the demand for our products and cause a decline in our revenues. Any material adverse change to our business results would increase the risk of impairment to our goodwill and other intangible assets and any such impairment charge would likely be material. Even after the current COVID-19 pandemic has subsided, we may continue to be exposed to materially adverse risks to our business as a result of the breadth of its economic impact, including how quickly and to what extent normal economic and operating conditions resume.
Risks Related To Our Business
The markets in which we compete are extremely competitive and we may not be able to compete effectively
The markets in which we compete are intensely competitive and characterized by rapid technological change. There is no assurance that we will be able to maintain our current market share or our customer base.
We compete with a wide range of companies ranging from small start-up enterprises with limited resources, with whom we compete principally on the basis of technology features or specific customer relationships, to very large companies which can leverage significantly larger customer bases and greater financial resources. Many of our competitors have longer operating histories, significantly greater financial, technical, and sales and marketing resources, greater brand recognition and a larger customer base than we do. We anticipate that the markets in which we compete will continue to attract new competitors and new technologies and we may not be able to compete successfully with them.
To compete successfully, we need to maintain a successful research and development function. If we fail to enhance our current products and develop new, innovative solutions or if we fail to bring new solutions to market quickly enough, our products could become less competitive or obsolete.
13
We continue to make significant investments in our existing products and our new product offerings, which may adversely affect our operating results or may not be successful
Given the highly competitive and rapidly evolving technology environment we operate within, we believe that it is important to constantly enhance our existing product offerings as well as to develop new product offerings to meet strategic opportunities as they evolve. This includes developing and enhancing our products to include what we believe is necessary to meet the future needs of our customers.
Our operating results have consistently been affected by increases in product development expenses as we have continued to make investments in our products and as we have funded new product innovation based on the market opportunities we see. We expect to continue to make investments in product innovation and may at any time, based on product need or marketplace demand, decide to significantly increase our product development expenditures.
Investments in existing products and new product offerings can have a negative impact on our operating results and any new product enhancement or offering may not be accepted in the marketplace or generate material revenues for us. Any significant changes in revenue estimates relating to software development costs we have capitalized could also result in the write-off of previously capitalized costs.
Acquisitions could disrupt our business and harm our financial condition
An active acquisition program has been an important element of our corporate strategy. We have been an acquisitive company historically, and we expect to continue to make acquisitions in the future. Any acquisition or strategic investment we have made or may make in the future may entail numerous risks, including the following:
•difficulties integrating acquired operations, personnel, technologies, products or corporate cultures;
•entrance into markets and operating geographies in which we have no or limited prior experience or knowledge;
•failure to realize anticipated revenue increases for any number of reasons, including if a larger than expected number of acquired customers decline to renew software maintenance contracts or subscription-based contracts, if we are unsuccessful in selling the acquired products into our existing customer base or if the terms of the acquired contracts do not permit us to recognize revenue on a timely basis;
•costs incurred to combine the operations of companies we acquire, such as integration costs, transitional employee expenses and employee retention or relocation expenses, may be significantly higher than expected;
•regulatory challenges that may arise prior to or after an acquisition, such as related to governmental review of competition and anti-trust considerations;
•write-offs related to existing or acquired assets such as deferred tax assets, goodwill or other intangible assets;
•inability to retain key personnel of the acquired company;
•inadequacy of existing operating, financial and management information systems to support the combined organization, including the difficulty in integrating an acquired company’s accounting, financial reporting and other administrative systems to permit effective management;
•difficulties implementing controls, procedures and policies appropriate for a public company at companies that, prior to the acquisition, may have lacked such controls, policies and procedures;
•in the case of foreign acquisitions, challenges integrating operations across different cultures and languages and addressing the particular regulatory, economic, currency and political risks associated with different countries or regions;
•diversion of management’s focus from our core business concerns;
•dilution to existing stockholders and our earnings per share;
•incurrence of substantial debt;
•exposure to litigation from third parties, including claims related to intellectual property or other assets acquired or liabilities assumed; and
•failure to realize anticipated benefits of the acquisition due to the above factors or other factors.
There can be no assurance that our acquired businesses will fully integrate successfully or that all future potential benefits will be realized. Any such difficulties encountered as a result of any merger, acquisition or strategic investment could have a material adverse effect on our business, operating results and financial condition.
14
As a result of our acquisitions, we could be subject to significant future write-offs with respect to intangible assets, which may adversely affect our future operating results
The carrying value of our intangible assets, including goodwill, represents approximately 50% of our total assets at June 30, 2021. We periodically review our goodwill and our other intangible assets for impairment or indicators of impairment and could, in any future period, be subject to impairment charges with respect to these assets or intangible assets arising as a result of acquisitions in future periods. Indicators that our goodwill or intangible assets may not be recoverable include a decline in our stock price and market capitalization, reduced future revenue or cash flow estimates and slower growth rates in the markets in which we participate. Any such charges, to the extent occurring, would likely have a material adverse effect on our operating results.
Catastrophic events may disrupt our business, including our third party data centers
We are a highly-automated business and we rely on our network infrastructure, various software applications and many internal technology systems and data networks for our customer support, development, sales and marketing and accounting and finance functions to process, record, monitor and report data on a continuous basis and to do so accurately, quickly and securely. Our SaaS offerings provide services to our customers from third party data center facilities in different U.S. and international locations over which we have no control. A disruption or failure of these systems or data centers in the event of a natural disaster, pandemic, telecommunications failure, power outage, cyber-attack, war, terrorist attack, or other catastrophic event could cause system interruptions, reputational harm, delays in product development, breaches of data security and loss of critical data. Such an event could also prevent us from fulfilling customer orders or maintaining certain service level requirements. Our insurance coverage may not be adequate to compensate us for all losses or failures that may occur. While we have developed disaster recovery plans and maintain backup systems to reduce the potentially adverse effect of such events, a catastrophic event that resulted in the destruction or disruption of any of our data centers or our critical business or information technology systems would likely severely affect our ability to conduct normal business operations, particularly in the short-term and, as a result, our business, operating results and financial condition could be adversely affected.
We could incur substantial costs resulting from warranty claims or product liability claims
Our product agreements typically contain provisions that afford customers a degree of warranty protection in the event that our products fail to conform to written specifications. These agreements normally contain provisions intended to limit the nature and extent of our risk of warranty and product liability claims. A court, however, might interpret these terms in a limited way or conclude that part or all of these terms are unenforceable. Furthermore, some of our agreements are governed by non-U.S. law and there is a risk that foreign law might provide us less or different protection. While we maintain general liability insurance, including coverage for errors and omissions, we cannot be sure that our existing coverage will continue to be available on reasonable terms or will be available in amounts sufficient to cover one or more large claims.
A warranty or product liability claim, whether or not meritorious, could harm our reputation, result in substantial financial costs or divert management’s attention, which could have an adverse effect on our business, operating results and financial condition.
The failure of our cyber fraud and risk management products to prevent a security breach or detect cyber fraud, or the failure of our customers to take action based on the risks identified by these products, could harm our reputation and adversely impact our operating results
Our cyber fraud and risk management products provide our customers the ability to configure a multitude of settings and establish certain rule-based alerts and it is possible that a customer could misconfigure these products or fail to configure these products in an optimal manner which could cause threats to go undetected. Similarly, if our cyber fraud and risk management products detect threats or otherwise alert a customer to suspicious activity but the customer does not take action to investigate those threats or alerts, customers may erroneously believe that our products were not effective.
Any real or perceived defects, errors or vulnerabilities in our cyber fraud and risk management products or any failure of these products to prevent, detect or alert a customer to a threat could result in:
•a loss of customers or potential customers;
•delayed or lost revenue and harm to our financial condition and results of operations;
•a delay in attaining, or the failure to attain, market acceptance for our cyber fraud and risk management solutions;
•an increase in warranty claims;
•harm to our reputation; or
•litigation, regulatory inquiries or investigations that may be expensive and that would further harm our reputation.
15
We rely on certain third-party hardware and software which could cause errors, interruptions or failures to our solutions or be difficult to replace
We rely on third party hardware and software to deliver certain of our solutions. These third party products may not continue to be available to us on commercially reasonable terms, or at all. The loss of the right to use any of these products could result in delays in our ability to provide our solutions until equivalent technology is either developed by us or acquired from another third party, if available, which may not be possible on a cost-effective basis. In addition, errors or defects in third-party products used in conjunction with our solutions could adversely affect the operation of our products.
We face risks associated with our international operations that could harm our financial condition and results of operations
A significant percentage of our revenues have been generated by our international operations, and our future growth rates and success are in part dependent on our continued growth and success in international markets. As is the case with most international operations, the success and profitability of these operations are subject to numerous risks and uncertainties that include, in addition to the risks our business as a whole faces, the following:
•currency exchange rate fluctuations, particularly with respect to the British Pound Sterling, the Swiss Franc, the European Euro and the Israeli Shekel;
•difficulties and costs of staffing and managing foreign operations;
•differing regulatory and industry standards and certification requirements;
•the complexities of tax laws in foreign jurisdictions;
•the complexities of foreign data privacy laws and regulations;
•the complexities of various sanctions regimes and related commercial restrictions;
•reduced protection for intellectual property rights in some countries; and
•import or export licensing requirements.
We are subject to the political, economic and security conditions in Israel
We have a subsidiary headquartered in Tel Aviv, Israel. Since the establishment of the State of Israel, a number of armed conflicts have taken place between Israel and its neighbors, including recently. In the past, Israel has experienced periodic armed conflicts which at times have disrupted day-to-day civilian activity in Israel.
There can be no assurance that future conflicts will not occur and that such conflicts will not affect our premises or major infrastructure and transport facilities in the country, which could have an adverse effect on our ability to conduct business in Israel. In addition, acts of terrorism, armed conflicts or political instability in the region could negatively affect global as well as local economic conditions and adversely impact our operating results.
Our business and operating results are subject to fluctuations in foreign currency exchange rates
We conduct a substantial portion of our operations outside of the U.S., principally in the UK and in continental Europe and, to a lesser extent, in the Asia-Pacific and Middle East regions. During the twelve months ended June 30, 2021, approximately 40% of our revenues and 42% of our operating expenses were attributable to customers or operations located outside of North America. During the twelve months ended June 30, 2021 as compared to the twelve months ended June 30, 2020, the foreign currency exchange rate of the British Pound Sterling appreciated against the U.S. Dollar. Future appreciation of the U.S. Dollar against the foreign currencies in which our international operations are denominated will have the impact of reducing both our revenues and operating expenses associated with our operations in those regions.
Our future financial results will be affected by our success in continuing to sell our products in a subscription and transaction model, which carries with it certain risks
We generate the substantial majority of our revenue under a subscription based revenue model. We believe a subscription based revenue model has certain advantages over a perpetual license model, including better predictability of revenue; however, it also presents a number of risks to us including the following:
•arrangements entered into on a subscription basis generally delay the timing of revenue recognition and can require the incurrence of up-front cash outlays, which may be significant;
•subscription based revenue arrangements often include specific performance requirements or service levels that we may be unable to consistently achieve, subjecting us to penalties or other costs. A material breach of these arrangements by us, such as a persistent failure to achieve required service levels, might permit the customer to exit the contract prior to its expiration without additional compensation to us;
•customer retention is critical to our future growth rates. Some of our competitors may offer more attractive prices or other services that we do not offer. Customers in a subscription arrangement may elect not to renew their contract with us upon
16
expiration or they may attempt to renegotiate pricing or other contractual terms at the point of (or prior to) renewal on terms that are less favorable to us; and
•there is no assurance that the solutions we offer on a subscription basis, including new revenue models or new products that we may introduce, will receive broad marketplace acceptance.
Because we recognize subscription revenue from our customers over the term of their agreements, downturns or upturns in sales of our subscription based offerings will not be immediately reflected in our operating results and may adversely affect revenue in the future
We recognize subscription revenue over the term of our customer agreements. As a result, most of our subscription revenue arises from agreements entered into during previous periods. A shortfall in orders for our subscription based solutions in any one period would most likely not significantly reduce our subscription revenue for that period but could adversely affect the revenue contribution in future periods. In addition, we may be unable to quickly reduce our cost structure in response to a decrease in these orders. Accordingly, the effect of downturns in sales of our subscription based solutions will not be fully reflected in our operating results until future periods. A subscription revenue model also makes it difficult for us to rapidly increase our revenue through additional subscription sales in any one period, as revenue is generally recognized over time, rather than up-front.
Our ability to attract and retain qualified employees is critical to the success of our business and failure to do so could adversely affect our operating results
Our success depends upon the efforts and abilities of our executive officers and technical and sales employees who are skilled in e-commerce, payment methodology and regulation, business banking technologies, and web, database and network technologies. Our success and future growth depends to a significant degree on the skills and continued services of our management team. Our current key employees and employees whom we seek to hire in order to support our growth are in high demand within the marketplace. The loss of one or more of our key employees or our failure to consistently attract and retain sufficient qualified employees to grow our operations could have a material adverse effect on our business. We do not maintain key man life insurance policies on any of our employees and our employees are generally free to terminate their employment with us at any time. The loss of the services of any of our executive officers or other key employees could have a material adverse effect on our business, operating results and financial condition.
We engage off-shore development resources which may not be successful and which may put our intellectual property at risk
In order to optimize our research and development capabilities and to meet development timeframes, we use our India subsidiary for certain product development activities and we further contract with off-shore third-party development vendors. While our experience to date has been positive, there are a number of risks associated with off-shore development activities including:
•less efficient and less accurate communication and information flow as a consequence of time, distance and language barriers between our primary development organization and the off-shore resources, resulting in delays or deficiencies in development efforts;
•disruption due to political or military conflicts;
•misappropriation of intellectual property, which we may not readily detect; and
•currency exchange rate fluctuations that could adversely impact the cost advantages intended from these agreements.
To the extent that these or unforeseen risks occur, our operating results and financial condition could be adversely impacted.
Regulatory and Compliance Risks
A cyber-attack or security or data breach could have an adverse effect on our business and create the perception that our solutions are not secure
In the course of providing services to our customers we collect, store, process and transmit highly sensitive and confidential information. We rely on our employees and certain third parties in our current operations who may, as a result of human error or misconduct, expose us to operational risk. Certain of our solutions also facilitate the actual transfer of cash or transmit instructions that initiate cash transfer. Our products and services, particularly our SaaS offerings, may be vulnerable to unauthorized access, computer viruses, cyber-attacks, distributed denial of service attacks and other disruptive problems, which could result in the theft, destruction or misappropriation of confidential information. Security risks in recent years have increased significantly given the increased sophistication and activities of hackers, organized crime, including state-sponsored organizations and nation-states, and other external parties. Cyber threats are rapidly evolving, increasing the difficulty of defending against them and even the most advanced internal control environment is vulnerable to compromise. Targeted social engineering attacks are becoming more sophisticated and are extremely difficult to prevent. The techniques used by bad actors change frequently and may not be recognized until well after a breach has occurred. In addition, employees, customers and other counterparties who may access our network increasingly use personal mobile devices or computing devices that are outside of our network and control environments and are therefore subject to their own cyber-security risks. Breaches of our network could disrupt our internal systems and business applications, including services provided to our customers. Additionally, data breaches could compromise technical and proprietary information, harming our
17
competitive position. We spend significant capital and allocate significant resource to ensure effective ongoing protection against the threat of security breaches, however these amounts might ultimately prove inadequate. We also maintain cyber insurance but there can be no assurance that liabilities or losses that we may incur would be covered under those policies or that the amount of insurance coverage would be adequate. Our Board of Directors, Audit Committee and senior management are regularly briefed on our cybersecurity policies and practices and on-going efforts to improve security. Despite all of our efforts, a security breach or computer virus could still occur which could have a significant negative impact on our business, including reputational harm, the loss of customers and material financial liability to us.
If our products and services do not comply with laws, regulations and industry standards to which we and our customers are subject, our business could be adversely affected
Our product offerings facilitate the transmission of cash, business documents and confidential information including, in some cases, personally identifiable information related to individuals and corporations. Our products store and transmit this data electronically, and therefore our products must operate within the laws, regulations and industry standards regarding security, data protection and electronic commerce. There has been an increased global regulatory focus on privacy issues with respect to the handling of personal information, such as the EU's General Data Protection Regulation. Various U.S. federal, U.S. state, and foreign legislative, regulatory, or other government bodies may enact new or additional laws or regulations, or issue rulings that invalidate prior laws or regulations, concerning privacy, data storage, data protection, and cross-border transfer of data that could materially adversely impact our business. For example, in the European Union, the Court of Justice of the European Union invalidated the U.S.-EU Privacy Shield in July 2020. The U.S.-EU Privacy Shield provided a mechanism to lawfully transfer personal data from the European Union to the United States and certain other countries. If and when we transfer certain personal data from the European Union to the United States, the invalidation of the U.S.-EU Privacy Shield will require us to identify alternative legally sufficient mechanisms to transfer such personal data, which could result in substantial costs, require changes to our business practices, limit our ability to provide certain products in certain jurisdictions, or materially adversely affect our business and operating results. While we believe that our products comply with current regulatory requirements, the interpretation and application of these requirements continues to evolve and may evolve in ways that we cannot predict; so there can be no assurance that future legal or regulatory actions will not adversely impact us. To the extent that current or future regulatory or legal developments mandate a change in any of our products or services, require us or our customers to comply with any industry specific licensing or compliance requirements, alter the demand for or the competitive environment of our products and services or require us to make material changes to how we operate our business, including any changes to our internal operating, financial or management information systems, we might not be able to respond to such requirements in a timely or cost effective manner. If this were to occur, our business, operating results and financial condition could be materially adversely affected.
Failure to comply with the regulations provided by the Financial Conduct Authority (FCA) for certain of our UK operations could adversely impact our business
A portion of our UK operations involves holding and disbursing client funds and is subject to the regulatory framework of the FCA. The FCA has significant enforcement authority which includes, but is not limited to, withdrawing an organization’s authorization, issuing fines and suspending firms from carrying out regulated activities. While we believe we have appropriate controls and procedures around these operations, any failure to comply with FCA requirements may result in disciplinary actions that could have a material adverse effect on our business, operating results and financial condition.
Defects or disruptions in our products or services could diminish demand for our solutions and have a material adverse effect on our future financial results
Our software products are inherently complex. Despite testing prior to their release and throughout the lifecycle of a product or service, software and SaaS offerings often contain undetected errors or defects that can impact their function, performance and security. Any unanticipated performance problems or defects in our products or services could result in additional development costs, diversion of technical and other resources from our other development efforts, service disruptions for our SaaS offerings, negative publicity and reputational harm to us and our products and exposure to potential liability claims. As a result, any error or defect in our products or services could adversely affect our future financial results.
We could be adversely affected if we are unable to protect our proprietary technology and could be subject to litigation regarding intellectual property rights, which could cause serious harm to our business
We rely upon a combination of patent, copyright and trademark laws and non-disclosure and other intellectual property contractual arrangements to protect our proprietary rights. However, there is no assurance that our patents, pending applications for patents that may be issued in the future, or other intellectual property will be of sufficient scope and strength to provide meaningful protection for our technology or any commercial advantage to us. Further, we cannot be certain that our patents will not be challenged, invalidated or circumvented. We enter into agreements with our employees and customers that seek to limit and protect the distribution of proprietary information. Despite our efforts to safeguard and maintain our proprietary rights, there is no assurance that such rights will remain protected or that we will be able to detect unauthorized use and take appropriate steps to enforce our intellectual property rights.
18
Litigation involving patents and other intellectual property rights is common in the United States and in other countries where we operate. We may be a party to litigation in the future to protect our intellectual property rights or as a result of an alleged infringement of the intellectual property rights of others. Any such claims, whether or not meritorious, could result in reputational harm to us, require us to spend significant sums in litigation costs or damages, delay product implementations, or require us to develop non-infringing intellectual property or acquire licenses to intellectual property that is the subject of the infringement claim. In addition, under many of our customer contracts, we are required to indemnify our customers for third-party intellectual property infringement claims, which would increase the costs to us of any such claims. These claims could have a material adverse effect on our business, operating results and financial condition.
We may have larger than anticipated tax liabilities
The determination of our provision for income taxes requires significant judgment and estimation and there are transactions and calculations where the ultimate tax determination is uncertain. We are subject to tax in multiple U.S. and foreign tax jurisdictions and the determination of our tax liability is always subject to audit and review by the applicable domestic or foreign taxing authority. In light of fiscal challenges in U.S. federal and state governments and in many international locations, taxing authorities are increasingly focused on ways to increase revenues which may make resolving tax disputes more difficult. We are regularly under audit by tax authorities in different jurisdictions. While we have established tax reserves using assumptions and estimates that we believe to be reasonable, these reserves may prove insufficient in the event that a taxing authority asserts a tax position that is contrary to our position.
Changes in financial accounting standards may cause unexpected financial reporting fluctuations and affect our reported results of operations
Changes in accounting standards or practices could adversely affect our reported results of operations. New accounting pronouncements or varying interpretations of accounting pronouncements that occur or may occur in the future may materially affect our reported results of operations or the way we conduct our business in future periods.
If we fail to maintain appropriate and effective internal control over financial reporting, our ability to produce accurate and timely financial statements could be impaired which could result in a loss of investor confidence in our financial reports and have an adverse effect on our stock price
Ensuring that we have adequate internal financial and accounting controls and procedures in place so that we can produce accurate financial statements on a timely basis is a costly and time-consuming effort that we re-evaluate regularly. Our internal controls over financial reporting are designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with U.S. GAAP. However, despite our efforts, any failure to maintain or implement the necessary internal controls could cause us to fail to meet our financial reporting obligations or result in misstatements in our financial statements, either of which could cause investors to lose confidence in our reported financial information and lead to a decline in the trading price of our common stock.
Risks Related to our Indebtedness
We are party to a credit agreement with Bank of America, N.A. and certain other lenders which provides for a revolving credit facility in the amount of up to $300 million (the Credit Facility) through July 16, 2023. At June 30, 2021 we owed $130 million under the Credit Facility.
Our level of indebtedness may limit our financial flexibility
Our level of indebtedness affects our operations in several ways, including:
•a portion of our cash flows from operating activities must be used to service our indebtedness and is not available for other purposes;
•we may be at a competitive disadvantage as compared to similar companies that have less debt; and
•additional financing in the future for working capital, capital expenditures, acquisitions, general corporate or other purposes may have higher costs and contain restrictive covenants, or may not be available to us.
The factors that will affect our ability to obtain additional financing may be beyond our control and include financial market conditions, the value of our assets and our performance at the time we need financing.
The credit agreement contains financial and other covenants, and our failure to comply with any of those covenants could materially adversely impact us or limit or eliminate our ability to access funds under the Credit Facility
The credit agreement requires us to comply with certain financial covenants. Our ability to meet those financial covenants can be affected by events beyond our control and while at June 30, 2021 we were in compliance with those covenants, we may fail to maintain compliance in future periods. The credit agreement contains customary representations, warranties and covenants including, but not limited to, material adverse events, specified restrictions on indebtedness, liens, investments, acquisitions, sales of assets,
19
dividends and other restricted payments, and transactions with affiliates. These restrictions could place us at a disadvantage relative to our competitors that are not subject to such limitations. A breach of any of these covenants or restrictions could result in an event of default under the credit agreement. Upon the occurrence of an event of default, the lenders could elect to declare all amounts outstanding under the Credit Facility, together with accrued interest, to be immediately due and payable. If we were unable to repay those amounts, the lenders could seek recovery against our assets, including any collateral granted to them to secure the indebtedness. If the lenders under the Credit Facility were to accelerate the payment of any indebtedness, we cannot assure you that our assets would be sufficient to satisfy our obligations.
Our variable rate could cause our debt service obligations to increase or decrease based on changes in market rates
Borrowings under the Credit Facility are at variable rates of interest and expose us to interest rate risk. If interest rates were to increase, our debt service obligations on the variable rate indebtedness would increase even though the amount borrowed remained the same and our net income and cash flows, including cash available for servicing our indebtedness, would correspondingly decrease. We have entered into interest rate swap agreements intended to mitigate interest rate volatility arising from the Credit Facility, however, the interest rate swaps and any additional interest rate swap we may enter into in the future might not fully mitigate our variable interest rate risk.
Changes to and replacement of the LIBOR benchmark interest rate could adversely affect our business, financial results and operation
In July 2017, the Financial Conduct Authority (FCA, the regulatory authority over LIBOR) stated they will plan for a phase out of regulatory oversight of LIBOR interest rate indices after 2021 to allow for an orderly transition to an alternate reference rate. On March 5, 2021 the FCA announced that it will not compel panel banks to contribute to the overnight, 1, 3, 6 and 12 months USA LIBOR tenors after June 30, 2023 and all other tenors after December 31, 2021. At this time, no consensus exists as to what rate or rates may become acceptable alternatives to LIBOR and it is impossible to predict the effect of any such alternatives on the value of LIBOR-based securities and variable rate loans, or other securities or financial arrangements, given LIBOR's role in determining market interest rates globally. The Alternative Reference Rates Committee (ARRC) has proposed that the Secured Overnight Financing Rate (SOFR) is the rate that represents the best alternative to LIBOR for derivatives and other financial contracts that are currently indexed to LIBOR. The ARRC has proposed a market transition plan to SOFR from LIBOR, and organizations are currently working on transition plans as it relates to derivatives and cash markets exposed to LIBOR. We are evaluating the potential impact of the eventual replacement of the LIBOR benchmark interest rate, including the possibility of SOFR as the dominant replacement in the United States. In addition, other benchmarks may emerge or other rates may be adopted outside of the United States. The market transition away from LIBOR towards SOFR is expected to be complicated. There can be no guarantee that SOFR will become a widely accepted benchmark in place of LIBOR. Borrowings under our Credit Facility, as hedged by our interest swaps, are indexed to LIBOR. It is uncertain at this time, what the impact of a possible transition to SOFR may be on our business, financial results and operations.
Risks Related To Owning Our Common Stock
Our common stock has experienced and may continue to undergo significant market price fluctuations
The market price of our common stock has recently experienced and may continue to experience significant fluctuations due to a variety of factors, including:
•general and industry-specific business, economic and market conditions;
•actual or anticipated fluctuations in our operating results;
•the extent of the impact and the duration of the COVID-19 pandemic;
•changes in or our failure to meet analysts’ or investors’ estimates or expectations;
•public announcements concerning us, our competitors or our industry;
•acquisitions, divestitures, strategic partnerships, joint ventures, or capital commitments by us or our competitors;
•adverse developments in patent or other proprietary rights; and
•announcements of technological innovations by our competitors.
We have never declared nor paid dividends on our common stock and we do not anticipate doing so in the foreseeable future. Accordingly, the only opportunity for a return on investment in our Company will be if the market price of our common stock increases and acquired shares are sold at a profit.
20
If our revenues or mix of revenues are below anticipated levels or if our operating results are below analyst or investor expectations, the market price of our common stock could be adversely affected
A significant percentage of our expenses, particularly personnel and facilities costs, are relatively fixed and based in part on anticipated revenue levels which can be difficult to predict. A decline in revenues without a corresponding and timely slowdown in expense growth could adversely affect our business. Significant revenue shortfalls in any quarter may cause significant declines in operating results since we may be unable to reduce spending in a timely manner.
Quarterly or annual operating results that are below the expectations of public market analysts could adversely affect the market price of our common stock. Factors that could cause fluctuations in our operating results include:
•a change in customer demand for our products, which is highly dependent on our ability to continue to offer innovative technology solutions in very competitive markets;
•the timing of customer orders;
•for our cloud solutions, the time it takes us to deliver to the customer a fully functional live production environment, since revenue recognition generally does not commence prior to that achievement;
•the timing of product implementations, which are highly dependent on customers’ resources and discretion;
•overall economic conditions, which may affect our customers’ and potential customers’ budgets for information technology expenditures;
•foreign exchange rate volatility, which can have a significant effect on our total revenues and costs when our foreign operations are translated to U.S. dollars;
•the incurrence of costs relating to the integration of software products and operations in connection with acquisitions of technologies or businesses; and
•the timing and market acceptance of new products or product enhancements by either us or our competitors.
Certain anti-takeover provisions contained in our charter and under Delaware law could hinder a takeover attempt
We are subject to the provisions of Section 203 of the General Corporation Law of the State of Delaware prohibiting, under some circumstances, publicly-held Delaware corporations from engaging in business combinations with some stockholders for a specified period of time without the approval of the holders of substantially all of our outstanding voting stock. Such provisions could delay or impede the removal of incumbent directors and could make more difficult a merger, tender offer or proxy contest involving us, even if such events could be beneficial, in the short term, to the interests of our stockholders. In addition, such provisions could limit the price that some investors might be willing to pay in the future for shares of our common stock. Our certificate of incorporation and bylaws contain provisions relating to the limitation of liability and indemnification of our directors and officers, dividing our board of directors into three classes of directors serving three-year terms and providing that our stockholders can take action only at a duly called annual or special meeting of stockholders.
General Risks
Weakness or deterioration in domestic and global economic conditions could have a significant adverse impact on our business, financial condition and operating results
Our business, financial condition and operating results are significantly affected by general economic conditions, including those related to the COVID-19 pandemic. Economic weakness or any downturn in the U.S. or global economies could result in a variety of risks to our business, including:
•increased volatility in our stock price;
•increased volatility in foreign currency exchange rates;
•delays in, or curtailment of, purchasing decisions by our customers or potential customers either as a result of continuing economic uncertainty or as a result of their inability to access the liquidity necessary to engage in purchasing initiatives;
•pricing pressures for our products and services, including reductions in the duration or renewal rates for our subscription contracts and software maintenance contracts;
•increased credit risk associated with our customers or potential customers, particularly those that may operate in industries or geographic regions most affected by the economic downturn; and
•impairment of our goodwill or other assets.
To the extent that economic conditions become uncertain or deteriorate, or any of the above risks occur, our business and operating results could be significantly and adversely affected.
21
The withdrawal of the United Kingdom (UK) from the European Union (EU) (referred to as Brexit), could create disruption and uncertainty to our business, including our relationships with our existing and future customers, suppliers and employees, which could have an adverse effect on our business, financial results and operations
In January 2020, the UK and EU entered into a withdrawal agreement pursuant to which the UK formally withdrew from the EU on January 31, 2020. Following such withdrawal, the UK entered into a transition period which ended on December 31, 2020. The UK and EU signed a European Union-United Kingdom Trade and Cooperating Agreement (TCA), which became effective in May 2021.
The ultimate effects of Brexit will depend, in part, on how the terms of the TCA and any future agreements signed by the UK and EU take effect in practice. There remains uncertainties and risks to our business related to Brexit and the new relationship between the UK and EU, which will continue to be developed and defined, as well as any resulting political and economic instability created by Brexit. These uncertainties could disrupt the markets we serve and the tax jurisdictions in which we operate and create uncertainty and challenges (particularly in the near term) with respect to trading relationships between our UK subsidiary and other EU nations. Remaining EU member countries may also seek to make it more difficult for us to trade effectively or competitively in those regions. In addition, Brexit could lead to legal uncertainty and potentially divergent national laws and regulations, including with respect to employment law or data privacy, as the UK determines which EU laws to replace or replicate, which could create additional uncertainty and challenges for us.
Item 1B. Unresolved Staff Comments.
None.
Item 2. Properties.
The following table sets forth the location, the reportable segment(s) and approximate square footage of each of our material properties used by us during fiscal year 2021.
| Location | Reportable Segment(s) | Approximate Square Feet | ||||||||||||
| North America: | ||||||||||||||
| Portsmouth, New Hampshire (Corporate Headquarters) | All Segments | 85,000 | ||||||||||||
| Portland, Maine | Cloud Solutions | 13,000 | ||||||||||||
| Providence, Rhode Island | Banking Solutions | 11,000 | ||||||||||||
| Wilton, Connecticut | Cloud Solutions | 13,000 | ||||||||||||
| Europe: | ||||||||||||||
| Theale, Reading, England (EMEA Headquarters) | All Segments | 58,000 | ||||||||||||
| Geneva, Switzerland | Cloud Solutions | 16,000 | ||||||||||||
Item 3. Legal Proceedings.
We are, from time to time, a party to legal proceedings and claims that arise in the ordinary course of our business. We do not believe that there are claims or proceedings pending against us for which the ultimate resolution would have a material effect on, or require disclosure in, our financial statements.
Item 4. Mine Safety Disclosures.
Not applicable.
22
PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
Our common stock is traded on The Nasdaq Global Select Market under the symbol EPAY.
As of August 13, 2021, there were approximately 491 holders of record of our common stock. Because many of the shares are held by brokers and other institutions on behalf of stockholders, we are unable to estimate the total number of individual stockholders represented by these holders of record.
The closing price for our common stock on August 13, 2021 was $39.59. For purposes of calculating the aggregate market value of the shares of our common stock held by non-affiliates, as shown on the cover page of this report, it has been assumed that all the outstanding shares were held by non-affiliates except for the shares beneficially held by our directors and executive officers. However, there may be other persons who may be deemed to be affiliates of ours.
We have never paid dividends on our common stock. We do not anticipate paying any cash dividends on our common stock for the foreseeable future.
On August 5, 2019, we announced that our board of directors authorized a repurchase program of our common stock for an aggregate purchase price not to exceed $50 million. This program expired on August 5, 2021.
On August 17, 2021, we announced that our board of directors authorized a stock repurchase program pursuant to which we may purchase up to $50 million of our common stock. The authorization will remain in effect for 12 months.
23
Stock Performance Graph
The stock performance graph below compares the percentage change in cumulative stockholder return on our common stock for the period from June 30, 2016 through June 30, 2021, with the cumulative total return on The Nasdaq Composite Index and the Nasdaq Computer & Data Processing Index.
This graph assumes the investment of $100.00 in our common stock (at the closing price of our common stock on June 30, 2016), the Nasdaq Composite Index and the Nasdaq Computer & Data Processing Index on June 30, 2016, and assumes dividends, if any, are reinvested.
The stock price performance shown on the following graph is not necessarily indicative of future price performance.
COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN*
Among Bottomline Technologies, Inc., the Nasdaq Composite Index
and the Nasdaq Computer & Data Processing Index
—————* $100 invested on 6/30/16 in stock or index, including reinvestment of dividends.
| 6/16 | 6/17 | 6/18 | 6/19 | 6/20 | 6/21 | |||||||||||||||||||||||||||||||||
| Bottomline Technologies, Inc. | $ | 100.00 | $ | 119.32 | $ | 231.44 | $ | 205.48 | $ | 235.81 | $ | 172.22 | ||||||||||||||||||||||||||
| Nasdaq Composite | 100.00 | 128.30 | 158.57 | 170.91 | 216.96 | 315.10 | ||||||||||||||||||||||||||||||||
| Nasdaq Computer & Data Processing | 100.00 | 131.50 | 174.58 | 193.52 | 260.33 | 376.19 | ||||||||||||||||||||||||||||||||
The information included under the heading Stock Performance Graph in Item 5 of this Annual Report on Form 10-K is furnished and not filed and shall not be deemed to be soliciting material or subject to Regulation 14A, shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (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, as amended (the Securities Act).
24
Item 6. Selected Financial Data.
You should read the following consolidated financial data in conjunction with the Financial Statements, including the related notes, and Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations. The results shown herein are not necessarily indicative of the results to be expected for any future periods.
SELECTED CONSOLIDATED FINANCIAL DATA | ||||||||||||||||||||||||||||||||
| Fiscal Year Ended June 30, | ||||||||||||||||||||||||||||||||
| 2021 | 2020 | 2019 | 2018 | 2017 | ||||||||||||||||||||||||||||
| (in thousands, except per share data) | ||||||||||||||||||||||||||||||||
| Revenues: | ||||||||||||||||||||||||||||||||
| Subscriptions | $ | 384,742 | $ | 339,410 | $ | 295,633 | $ | 262,363 | $ | 222,997 | ||||||||||||||||||||||
| Software licenses | 5,074 | 8,098 | 16,389 | 10,277 | 11,685 | |||||||||||||||||||||||||||
| Service and maintenance | 79,319 | 91,706 | 105,895 | 114,926 | 109,633 | |||||||||||||||||||||||||||
| Other | 2,268 | 3,007 | 4,045 | 6,530 | 5,097 | |||||||||||||||||||||||||||
| Total revenues | 471,403 | 442,221 | 421,962 | 394,096 | 349,412 | |||||||||||||||||||||||||||
| Cost of revenues: | ||||||||||||||||||||||||||||||||
| Subscriptions | 153,308 | 136,417 | 127,467 | 117,076 | 103,789 | |||||||||||||||||||||||||||
| Software licenses | 412 | 528 | 923 | 815 | 818 | |||||||||||||||||||||||||||
| Service and maintenance | 41,154 | 49,955 | 51,168 | 52,519 | 53,570 | |||||||||||||||||||||||||||
| Other | 1,578 | 2,186 | 3,161 | 3,032 | 3,737 | |||||||||||||||||||||||||||
| Total cost of revenues | 196,452 | 189,086 | 182,719 | 173,442 | 161,914 | |||||||||||||||||||||||||||
| Gross profit | 274,951 | 253,135 | 239,243 | 220,654 | 187,498 | |||||||||||||||||||||||||||
| Operating expenses: | ||||||||||||||||||||||||||||||||
| Sales and marketing | 119,883 | 106,429 | 95,265 | 86,095 | 77,523 | |||||||||||||||||||||||||||
| Product development and engineering | 78,090 | 73,019 | 67,364 | 57,500 | 53,055 | |||||||||||||||||||||||||||
| General and administrative | 63,353 | 56,749 | 52,199 | 49,869 | 46,535 | |||||||||||||||||||||||||||
| Amortization of acquisition-related intangible assets | 21,173 | 20,370 | 21,336 | 22,076 | 24,246 | |||||||||||||||||||||||||||
| Goodwill impairment charge | — | — | — | — | 7,529 | |||||||||||||||||||||||||||
| Total operating expenses | 282,499 | 256,567 | 236,164 | 215,540 | 208,888 | |||||||||||||||||||||||||||
| (Loss) income from operations | (7,548) | (3,432) | 3,079 | 5,114 | (21,390) | |||||||||||||||||||||||||||
| (Expense) Other income, net | (2,914) | (3,969) | 3,815 | (3,989) | (16,884) | |||||||||||||||||||||||||||
| (Loss) income before income taxes | (10,462) | (7,401) | 6,894 | 1,125 | (38,274) | |||||||||||||||||||||||||||
| Income tax (provision) benefit | (5,826) | (1,828) | 2,538 | 8,203 | 5,137 | |||||||||||||||||||||||||||
| Net (loss) income | $ | (16,288) | $ | (9,229) | $ | 9,432 | $ | 9,328 | $ | (33,137) | ||||||||||||||||||||||
| Basic and diluted net (loss) income per share | $ | (0.38) | $ | (0.22) | $ | 0.23 | $ | 0.24 | $ | (0.88) | ||||||||||||||||||||||
| Shares used in computing net (loss) income per share: | ||||||||||||||||||||||||||||||||
| Basic | 42,793 | 41,770 | 40,612 | 38,227 | 37,842 | |||||||||||||||||||||||||||
| Diluted | 42,793 | 41,770 | 41,691 | 39,326 | 37,842 | |||||||||||||||||||||||||||
On July 1, 2018 we adopted an accounting standard update that changed the classification of certain pension related items. This accounting standard was adopted retrospectively. Accordingly, pension related benefits were reclassified from cost of sales and operating expenses to other income (expense), net for each of the years ended June 30, 2018 and 2017.
On July 1, 2018 we adopted an accounting standard related to revenue recognition on a modified retrospective basis to all open contracts. As a result, amounts presented for the years ended June 30, 2018 and 2017 have not been restated.
25
| At June 30, | ||||||||||||||||||||||||||||||||
| 2021 | 2020 | 2019 | 2018 | 2017 | ||||||||||||||||||||||||||||
| (in thousands) | ||||||||||||||||||||||||||||||||
| Balance Sheet Data: | ||||||||||||||||||||||||||||||||
| Cash and cash equivalents | $ | 133,932 | $ | 194,832 | $ | 92,164 | $ | 121,860 | $ | 124,569 | ||||||||||||||||||||||
| Marketable securities | 10,216 | 10,209 | 7,541 | 10,012 | 1,973 | |||||||||||||||||||||||||||
Working capital (1) | 105,747 | 159,645 | 87,435 | 105,357 | (88,394) | |||||||||||||||||||||||||||
| Total assets | 815,728 | 793,137 | 669,229 | 635,968 | 617,439 | |||||||||||||||||||||||||||
Long-term debt (2) | 130,000 | 180,000 | 110,000 | 150,000 | — | |||||||||||||||||||||||||||
| Total stockholders’ equity | 456,234 | 392,334 | 379,377 | 310,932 | 261,956 | |||||||||||||||||||||||||||
——————
(1) At June 30, 2017, the negative working capital position arose due to the inclusion of our convertible senior notes, which matured in December 2017, as a current rather than long-term liability. We financed the repayment of the principal balance of our convertible senior notes through a combination of cash on hand and with borrowings under our revolving credit facility.
(2) Our long-term debt as of June 30, 2021, 2020, 2019 and 2018 consisted of borrowings under our credit facility. During fiscal year 2020, we borrowed $80.0 million under our credit facility as a proactive and protective measure given the overall macroeconomic challenges of the COVID-19 pandemic. Our long-term debt as of June 30, 2017 consisted of our convertible senior notes.
26
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the financial statements and notes thereto appearing elsewhere in this Annual Report on Form 10-K. This Annual Report on Form 10-K contains forward-looking statements that involve risks and uncertainties. The statements contained in this Annual Report that are not purely historical are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the Exchange Act). Without limiting the foregoing, the words may, will, should, could, expects, plans, intends, anticipates, believes, estimates, predicts, potential and similar expressions are intended to identify forward-looking statements. All forward-looking statements included in this Annual Report on Form 10-K are based on information available to us up to and including the date of this report, and we assume no obligation to update any such forward-looking statements. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including those set forth in Management’s Discussion and Analysis of Financial Condition and Results of Operations and Risk Factors and elsewhere in this Annual Report on Form 10-K. You should carefully review those factors and also carefully review the risks outlined in other documents that we file from time to time with the Securities and Exchange Commission (SEC).
In the management discussion that follows, we have highlighted those changes and operating events that were the primary factors affecting period to period fluctuations. The remainder of the change in period to period fluctuations from that which is specifically discussed arises from various individually insignificant items.
Overview
We help make complex business payments simple, smart and secure. We provide solutions that are helping to accelerate the digital transformation of business payments. Corporations and banks rely on us for domestic and international payments, efficient cash management, automated workflows for payment processing and bill review, and fraud detection, behavioral analytics and regulatory compliance solutions.
We operate payment platforms that facilitate electronic payment and transaction settlement between businesses and their vendors. We offer solutions that banks use to provide payment, cash management and treasury capabilities to their business customers, as well as solutions that financial institutions use to engage intelligently with customers to acquire, deepen and grow profitable relationships. Our legal spend management solutions help determine the right amount to pay for legal services and claims for insurance companies and other large consumers of outside legal services, and provide related tools and analytics for law firms themselves. Corporate customers rely on our solutions to automate payment and accounts payable processes and to streamline and manage the production and retention of electronic documents. Our fraud and risk management solutions are designed to non-invasively monitor and analyze user behavior and payment transactions to flag behavioral and data anomalies and other suspicious activity to gain protection from internal fraud and external financial crime.
Our solutions are designed to complement, leverage and extend our customers’ existing information systems, accounting applications and banking relationships so that the solutions can be deployed quickly and efficiently. To help our customers realize the maximum value from our products and meet their specific business requirements, we also provide professional services for training, consulting and product enhancement.
COVID-19
The United States and the global communities in which we operate continue to face challenges posed by the COVID-19 pandemic. Recently, restrictions have been re-implemented by government bodies and private businesses as disease variants have started to spread more rapidly. Like many companies we have been encouraged by the increased availability of vaccines, however there remains significant uncertainty over the duration of the pandemic itself; particularly as the virus continues to evolve. Since March 2020 we have continued to suspend virtually all travel for employees, our offices generally remain closed and our employees have continued to work remotely in most geographies.
While we continue to operate effectively during this challenging period, the full impact of the COVID-19 pandemic on our business and the global economy remains uncertain. The ultimate consequences will depend on many factors outside of our control, including the availability and effectiveness of vaccines and therapeutics and the ultimate duration and severity of the pandemic itself; including the impact of the emerging COVID variants.
Certain of our transactional revenue streams, specifically those arising through Paymode-X and Legal Spend Management, were the most significantly impacted during the past year. We have observed that transaction volumes for Paymode-X have begun to return to more normalized levels. Legal Spend Management transaction volumes remained constrained during fiscal 2021 but we saw some modest improvement during the fourth quarter of the fiscal year. We are encouraged by these trends and are hopeful that it supports a conclusion that a sustained recovery of volumes is underway.
27
Financial Highlights
The discussion that follows compares our operating results for the fiscal year ended June 30, 2021 to the fiscal year ended June 30, 2020.
For the fiscal year ended June 30, 2021, our revenue increased to $471.4 million from $442.2 million in the prior fiscal year. Our revenue for the fiscal year ended June 30, 2021 was favorably impacted by $11.1 million in foreign currency exchange rate fluctuations primarily related to the British Pound Sterling and Swiss Franc, which appreciated against the U.S. Dollar as compared to the prior fiscal year. The revenue growth in fiscal year 2021 was driven by revenue increases in our Cloud Solutions and Banking Solutions segments of $30.2 million and $3.3 million, respectively, partially offset by a $4.3 million revenue decrease in our Payments and Documents segment. The increase in revenue in our Cloud Solutions segment was primarily due to increased subscription revenue from our payment platforms. The revenue increase in our Banking Solutions segment was primarily due to new customer engagements and platform go-lives, as customers continued to deploy our hosted solutions. The revenue decrease in our Payments and Documents segment was related to decreased software licenses, service and maintenance and other revenue driven by the continued conversion of our customers to our hosted and subscription based solutions and our focus in selling subscription based solutions to new customers.
For the fiscal year ended June 30, 2021, our gross profit increased $21.8 million over the prior fiscal year, primarily driven by the revenue increases in our Cloud Solutions and Banking Solutions segments described above. The expansion in our gross profit was offset by increased operating expenses of $25.9 million and an increase in the provision for income taxes of $4.0 million. The increase in operating expenses was driven by increased sales and marketing costs of $13.5 million and product development and engineering costs of $5.1 million, as we continued to invest in our sales channels and new product innovation, and increased general and administrative costs of $6.6 million. Our net loss was $16.3 million in the fiscal year ended June 30, 2021 compared to a net loss of $9.2 million in the prior fiscal year.
In the fiscal year ended June 30, 2021, we derived approximately 40% of our revenue from customers located outside of North America, principally in the United Kingdom (UK), continental Europe and the Asia-Pacific region.
We expect future revenue growth to be driven primarily by our Banking Solutions and Cloud Solutions segments.
On an increasing basis, we continue to make investments in innovative new technology offerings that we believe will enhance our competitive position, help us win new business, drive subscription revenue growth and expand our operating margins. We expect to continue to make investments in our suite of products so that we can continue to offer innovative, feature-rich technology solutions to our customers.
Revenue Sources
Our revenues are derived from multiple sources and are reported under the following classifications:
Subscriptions: We generate subscription revenue from the sale of SaaS solutions that can include both fixed and usage-based fees. Our SaaS arrangements consist of an obligation for us to provide continuous access to a technology solution that we host, which we account for as a stand-ready performance obligation. These contracts may also include variable pricing or overage fees based on customer processing, usage or volume. We recognize revenue for fixed subscription fees ratably over the non-cancelable term of the contract, commencing on the date the customer has access to the solution. In circumstances where we meet certain requirements to allocate variable consideration to a distinct service within a series of related services, we allocate variable consideration to each distinct period of service within the series. If we do not meet those requirements, we include an estimate of variable consideration in the transaction price and recognize it ratably over the non-cancelable term of the contract.
For certain of our SaaS solutions, customers may be charged a fee for implementation services. In determining whether the implementation services are distinct from the hosting services we consider various factors, including the level of customization, complexity of the integration, the interdependency and interrelationship between the implementation services and the hosting services and the ability (or inability) of the customer's personnel or other service providers to perform the services. We have concluded that the implementation services in our hosting arrangements with multiple performance obligations are not distinct and therefore we recognize fees for implementation services ratably over the non-cancelable term of the hosting contract.
We license software on a subscription basis under contractual arrangements where customers pay a specified fee, inclusive of support and maintenance, for a time-based license right to use our software. These fees recur periodically unless the customer opts to cancel their subscription arrangement with us. These contracts typically contain two distinct performance obligations: the software license and support and maintenance. The portion of the transaction price allocated to the license right is recognized at the point in time in which we have provided the customer access to the intellectual property and the license term has commenced. The portion of the transaction price allocated to support and maintenance is recognized ratably over the non-cancelable contract term.
Software Licenses: Software licenses revenue reflects fees we charge to license software on a perpetual basis. For software licenses that do not include significant customization we recognize revenue at the point in time where the customer has obtained access to the intellectual property and the license period has commenced.
28
Periodically, our software arrangements require significant customization and modification and involve extended implementation periods. In these arrangements, the professional services and software license are highly interdependent and we treat the software license and professional services as a combined performance obligation. We recognize revenue for the combined performance obligation over time and measure progress to completion based on labor hours incurred as a percentage of total expected labor hours. We believe the use of labor hours as an input measure provides a faithful depiction of the transfer of goods and services under these contracts.
Support and Maintenance: Our software licenses are generally sold with post-contract support which is comprised of technical support and unspecified software upgrades. Unspecified upgrades refer to software upgrades which we make available at our discretion and from time-to-time, on a “when and as available” basis. We account for post-contract support as a stand-ready performance obligation and recognize revenue ratably over the non-cancelable contract term which is typically one year.
Professional Services: Our professional services revenue is normally comprised of implementation, consulting and training services. Except for professional service performance obligations that form part of an overall, highly customized arrangement, and for implementation services associated with our hosted solutions, our professional services typically represent distinct performance obligations and revenue is recognized as the services are performed.
Other: Other revenue remains a minor component of our total revenue and is derived from the sale of equipment and supplies which is recognized at the point in time control transfers to the customer.
Critical Accounting Policies and Significant Judgments and Estimates
We believe that several accounting policies are important to understanding our historical and future performance. We refer to these policies as critical because they involve areas of financial reporting that require us to make judgments and estimates about matters that are uncertain at the time we make the estimate and different estimates may also have been reasonable and could have been used. These critical accounting policies and estimates relate to revenue recognition, the valuation of goodwill and intangible assets, the valuation of acquired performance obligations, capitalized software costs and income taxes. These critical policies and our procedures related to these policies are discussed below. In addition, refer to Note 2 Significant Accounting Policies to our consolidated financial statements included in Item 8 of this Annual Report on Form 10-K for further details regarding this matter.
Revenue Recognition
We recognize revenue upon the transfer of control of the product or service to the customer at an amount we expect to be entitled to receive in exchange for those products and services. We recognize revenue according to the following five step model:
•Identifying the contract (or contracts) with a customer;
•Identifying the performance obligations in the contract;
•Determining the transaction price;
•Allocating the transaction price to the contractual performance obligations; and
•Recognizing revenue as performance obligations are satisfied.
Determining whether products and services are considered distinct performance obligations that should be accounted for separately versus together can require significant judgment. We account for a good or service as a distinct performance obligation when it is separately identifiable from other items in the contract and when a customer can benefit from the good or service on its own or together with other resources that are readily available to the customer. In determining whether a customer can benefit from a good or service on its own, we consider the complexity of any required integration or customization, the interdependency and interrelationship of the particular good or service to other items in the contract and the ability (or inability) of the customer's personnel or other third party providers to successfully fulfill like goods or services. If a promised good or service does not meet the criteria to be accounted for as a separate performance obligation, it is combined with other items in the contract and treated as a combined performance obligation. Revenue is then recognized in the amount of the transaction price allocated to the combined performance obligation as the combined performance obligation is transferred to the customer.
The transaction price represents the amount of consideration that we expect to be entitled to receive under the contract and may involve significant estimation particularly in the assessment of variable consideration such as refunds, penalties, usage-based fees or similar items. Unless we meet certain exceptions, we are required to estimate the amount of variable consideration we expect to receive under the contract. In formulating an estimate of variable consideration, we consider the specific customer's operating history with us, current usage data and the length of time over which the fees are expected to be incurred. We include estimated variable consideration in the transaction price if we conclude that a significant future reversal of revenue under the contract will not occur.
Once determined, the transaction price is allocated to the individual performance obligations in a contract. If a contract only has one performance obligation (for example, a professional services only engagement) the entire transaction price is allocated to that performance obligation. For contracts with multiple performance obligations, the transaction price is allocated to each
29
performance obligation based on the proportionate relationship of that performance obligation’s standalone selling price to the total transaction price. Determining the standalone selling price (SSP) involves estimation. We determine SSP by considering our overall pricing objectives and market conditions and we typically define SSP as a range for individual products and services, with consideration of the stratification of those products and services by customer size and geography. In most cases we use an adjusted market assessment approach to estimate SSP and consider the following:
•The price we charge when we sell that item separately;
•Internal price lists and internal pricing guidelines;
•Cost of delivering the item and overall gross margin expectations; and
•Information about the customer or class of customer.
Revenue is recognized for each performance obligation as we satisfy the obligation. Performance obligations are satisfied either over time or at a point in time. Our perpetual and term license obligations that do not include significant customization are normally satisfied at a point in time. Our professional services, support and maintenance, stand-ready performance obligations with respect to our SaaS solutions and software licenses dependent on significant customization by us are normally satisfied over time.
Deferred Costs
Certain costs incurred to fulfill or obtain a contract are capitalized.
We capitalize costs incurred to fulfill a contract when the costs relate directly to a specifically identifiable customer contract, when the costs generate or enhance the resources that we will use to satisfy performance obligations in the future and when we estimate that we will recover the costs through future revenues under the contract.
Costs incurred to obtain a contract are incremental costs that would not have been incurred if the contract had not been obtained, such as sales commissions. We capitalize sales commissions when we estimate that the capitalized amounts will be recovered through future revenues under the contract and the period of benefit is longer than twelve months.
Any costs that we capitalize are amortized to expense over the period in which we expect to transfer the specific goods or services to the customer. Estimating the expected period of benefit involves judgment. We estimate the future period of benefit after considering a number of factors, including the current contract term, estimated customer renewal terms and the estimated life of the technology solution underlying the contract.
Goodwill and Acquired Intangible Assets
Goodwill and acquired intangible assets are tested periodically for impairment. We performed our annual impairment test of the carrying value of our goodwill for fiscal year 2021 during our fourth quarter, which is consistent with the historic timing of our annual goodwill impairment review. Our analysis of goodwill impairment was performed at the reporting unit level, which requires an estimate of the fair value of each reporting unit.
Based on the results of our annual impairment review we concluded there was no goodwill impairment in any of our reporting units. However, there can be no assurance that there will not be impairment charges in subsequent periods as a result of our future impairment reviews. To the extent that future impairment charges occur, it would likely have a material impact on our financial results. At June 30, 2021, the carrying value of goodwill for all of our reporting units was $246.7 million.
We also perform periodic reviews of the carrying value and amortization periods of our other acquired intangible assets. These acquired intangible assets consist primarily of customer related assets and core technology. In evaluating potential impairment of these assets, we specifically consider whether any indicators of impairment are present, including:
•whether there has been a significant adverse change in the business climate that affects the value of an asset;
•whether there has been a significant change in the extent or manner in which an asset is used; and
•whether there is an expectation that the asset will be sold or disposed of before the end of its originally estimated useful life.
If indicators of impairment are present, an estimate of the undiscounted cash flows that the specific asset is expected to generate must be made to ensure that the carrying value of the asset can be recovered. At June 30, 2021, the carrying value of our acquired intangible assets, excluding goodwill, capitalized software and purchased software, was $109.3 million. As a result of our fiscal year 2021 impairment review, we concluded that none of these assets were impaired.
Valuation of Acquired Intangible Assets and Acquired Performance Obligations
In connection with our acquisitions, we have recorded acquired intangible assets relating principally to customer related assets and core technology. The valuation process used to calculate the values assigned to these acquired intangible assets is complex and involves significant estimation relative to our financial projections. One of the principal components of the valuation process is the determination of discounted future cash flows, and there are a number of variables that we consider for purposes of projecting these future cash flows. There is inherent uncertainty involved with this estimation process and, while our estimates are
30
consistent with our internal planning assumptions, the ultimate accuracy of these estimates is only verifiable over time. Further, the projections required for the valuation process generally utilize at least a ten-year forecast, which exceeds our normal internal planning and forecasting timeline. The particularly sensitive components of these estimates include, but are not limited to:
•the selection of an appropriate discount rate;
•our projected overall revenue growth and mix of revenue;
•our gross margin estimates (which are highly dependent on our mix of revenue);
•our technology attrition rates and product life cycles;
•the attrition rate of our customers, particularly those who contribute to our recurring revenue streams, such as software maintenance and our cloud solutions;
•the determination of third party market rates for leases or other contractual rights we acquire, for purposes of assessing whether we have acquired a favorable, unfavorable or at-market contract;
•our planned level of operating expenses; and
•our effective tax rate by operating geography.
We are also required to estimate the acquisition date fair value of acquired performance obligations that we assume as part of any acquisition. The acquisition date fair value of performance obligations we assume is typically estimated based on the costs we expect to incur in fulfilling the acquired obligations, plus a normal profit margin. Cost estimates exclude amounts relating to any selling effort, since those costs would have been incurred by the predecessor company. In the case of acquired software maintenance contracts, cost estimates also exclude any ongoing research and development expenses associated with product upgrades since these amounts typically do not represent a legal obligation that we assume at the time of acquisition.
Income Taxes
We are subject to the income tax laws of the United States (including its states and municipalities) as well as the tax laws of the foreign jurisdictions in which we operate. Our annual tax rate is determined based on our income, statutory tax rates and the tax impact of items treated differently for tax purposes than for financial statement purposes. The income tax expense we record in any interim period is based on our estimated tax rate for the full fiscal year for those tax jurisdictions in which we can reliably estimate that rate. The calculation of our estimated annual effective tax rate requires an estimate of pre-tax income by tax jurisdiction as well as total tax expense for the fiscal year. Accordingly, our annual estimated effective tax rate is subject to adjustment if there are changes to our initial estimate of total tax expense or pretax income, including the mix of income by jurisdiction. We update these estimates on a quarterly basis, so that our interim financial statements reflect our most current projections for the full fiscal year.
Our income tax expense consists of two components: current and deferred. Current tax expense represents our estimate of taxes to be paid for the current period, including income tax expense arising from uncertain tax positions. Deferred tax expense results from changes in deferred tax assets and liabilities between periods. Deferred tax assets and liabilities arise due to differences between when certain transactions are reflected in our financial statements and when those same items are included in a tax return. Deferred tax assets generally reflect the impact of a tax deduction, tax credit or operating loss carryforward that we have available for use in future year tax returns. Deferred tax liabilities generally reflect the impact of a deduction or expenditure that we have already taken in a tax return but have not yet reflected in our financial statements.
We record a deferred tax asset if we believe that it is more likely than not that we will realize a future tax benefit. Ultimate realization of any deferred tax asset is dependent on our ability to generate sufficient future taxable income in the appropriate tax jurisdiction before the expiration of carryforward periods, if any. Our assessment of deferred tax asset recoverability considers many different factors including historical and projected operating results, the reversal of existing deferred tax liabilities that provide a source of future taxable income, the impact of current tax planning strategies and the availability of future tax planning strategies. We record a valuation allowance against any deferred tax asset for which we are unable to conclude that recoverability is more likely than not. This is inherently judgmental, since we are required to assess many different factors and evaluate as much objective evidence as we can in reaching an overall conclusion. At June 30, 2021, given our history of losses and the absence of any tax planning strategies, the only factor that affected our determination of whether or not a valuation allowance against deferred tax assets was necessary was our assessment of the reversal of existing deferred tax liabilities.
We establish reserves to remove some or all of the tax benefit we would have otherwise recorded if a tax position is uncertain. In evaluating whether a tax position is uncertain, we base our assessment on existing tax legislation, case law and rulings. We also presume that the tax position will be examined by the relevant taxing authority that has full knowledge of all relevant information. We recognize tax benefits related to uncertain tax positions at the largest amount deemed more likely than not will be realized upon tax examination. We review our tax positions quarterly and adjust the balances as necessary.
31
Capitalized Software Costs
We capitalize certain software development costs under accounting frameworks that differ based on the nature of the software.
Capitalization of software development costs for software that is to be sold, leased or otherwise marketed begins upon the establishment of technological feasibility. The establishment of technological feasibility and the ongoing assessment of recoverability of capitalized software development costs requires considerable judgment by us with respect to certain factors, including, but not limited to, determining which projects and development activities within those projects qualify for capitalization, anticipated future revenues, estimated economic life, and changes in software and hardware technologies. Amortization of capitalized costs commence on the date of general release of the software using the greater of the straight-line method over the estimated useful life, or the ratio of revenue in the period to total expected revenues over the product’s expected useful life. Capitalized software development costs are normally amortized over an estimated useful life of 5 years once the product has been released for customer use. For the fiscal years ended June 30, 2021, 2020 and 2019, we capitalized $3.0 million, $3.0 million and $3.7 million, respectively, and recorded amortization expense of $4.8 million, $4.0 million and $3.8 million, respectively, of software development costs, excluding software developed for internal use. At June 30, 2021 and 2020, the net carrying value of capitalized software costs, excluding software developed for internal use, was $10.4 million and $12.2 million, respectively.
We capitalize certain development costs associated with internal use software incurred during the application development stage. We expense costs associated with preliminary project phase activities, training, maintenance and any post-implementation costs as incurred. For the fiscal years ended June 30, 2021, 2020 and 2019, we capitalized $14.0 million, $11.9 million and $10.4 million, respectively, of internal use software development costs associated with our SaaS-based technology platforms. Capitalized internal use software costs are normally amortized over estimated useful lives ranging from 3 to 5 years once the related project has been completed and deployed for use. For the fiscal years ended June 30, 2021, 2020 and 2019, we recorded amortization expense of $8.4 million, $7.2 million and $6.1 million, respectively, of capitalized internal use software costs associated with our SaaS-based technology platforms. At June 30, 2021 and 2020, the net carrying value of capitalized internal use software associated with our SaaS-based technology platforms was $31.3 million and $25.7 million, respectively.
Recent Accounting Pronouncements
For information with respect to recent accounting pronouncements and the impact of these pronouncements on our consolidated financial statements, see Note 3 Recent Accounting Pronouncements to our consolidated financial statements included in Item 8 of this Annual Report on Form 10-K.
Results of Operations
Fiscal Year Ended June 30, 2021 Compared to Fiscal Year Ended June 30, 2020
Segment Information
Operating segments are components of an enterprise for which separate financial information is available that is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing performance. Our chief operating decision maker is our chief executive officer.
Our operating segments are organized principally by the type of product or service offered and by geography. Similar operating segments have been aggregated into four reportable segments: Cloud Solutions, Banking Solutions, Payments and Documents and Other.
32
The following tables represent our segment revenues and our segment measure of profit (loss):
| Fiscal Year Ended June 30, | Increase (Decrease) Between Periods | |||||||||||||||||||||||||
| 2021 | 2020 | $ Change Inc (Dec) | % Change Inc (Dec) | |||||||||||||||||||||||
| (Dollars in thousands) | ||||||||||||||||||||||||||
| Segment revenue: | ||||||||||||||||||||||||||
| Cloud Solutions | $ | 282,563 | $ | 252,349 | $ | 30,214 | 12.0 | % | ||||||||||||||||||
| Banking Solutions | 101,075 | 97,785 | 3,290 | 3.4 | % | |||||||||||||||||||||
| Payments and Documents | 70,785 | 75,048 | (4,263) | (5.7) | % | |||||||||||||||||||||
| Other | 16,980 | 17,039 | (59) | (0.3) | % | |||||||||||||||||||||
| Total segment revenue | $ | 471,403 | $ | 442,221 | $ | 29,182 | 6.6 | % | ||||||||||||||||||
| Segment measure of profit: | ||||||||||||||||||||||||||
| Cloud Solutions | $ | 58,604 | $ | 54,002 | $ | 4,602 | 8.5 | % | ||||||||||||||||||
| Banking Solutions | 3,575 | 4,849 | (1,274) | (26.3) | % | |||||||||||||||||||||
| Payments and Documents | 17,126 | 19,336 | (2,210) | (11.4) | % | |||||||||||||||||||||
| Other | (11,817) | (10,459) | (1,358) | 13.0 | % | |||||||||||||||||||||
| Total measure of segment profit | $ | 67,488 | $ | 67,728 | $ | (240) | (0.4) | % | ||||||||||||||||||
A reconciliation of the measure of total segment profit to our GAAP loss income before income taxes is as follows:
| Fiscal Year Ended June 30, | ||||||||||||||
| 2021 | 2020 | |||||||||||||
| (in thousands) | ||||||||||||||
| Total measure of segment profit | $ | 67,488 | $ | 67,728 | ||||||||||
| Less: | ||||||||||||||
| Amortization of acquisition-related intangible assets | (21,173) | (20,370) | ||||||||||||
| Stock-based compensation plan expense | (45,533) | (42,044) | ||||||||||||
| Acquisition and integration-related expenses | (2,328) | (5,647) | ||||||||||||
| Restructuring expenses | (4,244) | (1,652) | ||||||||||||
| Excess depreciation associated with restructuring events | (633) | — | ||||||||||||
| Other non-core (expense) income | (196) | 94 | ||||||||||||
| Global ERP system implementation and other costs | — | (485) | ||||||||||||
| Other expense, net of pension adjustments | (3,843) | (5,025) | ||||||||||||
| Loss before income taxes | $ | (10,462) | $ | (7,401) | ||||||||||
Cloud Solutions
Revenues from our Cloud Solutions segment increased $30.2 million for the fiscal year ended June 30, 2021 as compared to the prior fiscal year, due to increased revenue of $27.9 million from our payment platforms and $2.3 million from our legal spend management solutions. Segment profit increased $4.6 million for the fiscal year ended June 30, 2021 as compared to the prior fiscal year, due to the increase in revenue described above, partially offset by increased cost of revenues of $7.2 million, primarily from subscription cost of revenues and increased operating expenses of $18.4 million primarily related to an increase in sales and marketing costs of $11.9 million, product development costs of $3.3 million, and general and administrative expenses of $3.2 million, as we continued to invest in new sales opportunities, product promotion and product innovation. We expect revenue and profit for the Cloud Solutions segment to increase in fiscal year 2022 as compared to fiscal year 2021 primarily as a result of increased revenue from our payment platforms.
Banking Solutions
Revenues from our Banking Solutions segment increased $3.3 million for the fiscal year ended June 30, 2021 as compared to the prior fiscal year, primarily due to increased subscriptions revenue of $9.7 million, partially offset by a decrease in service and maintenance revenue and software licenses revenue of $5.9 million and $0.5 million, respectively. The increase in subscriptions revenue was primarily related to the expansion of our existing customer base on our SaaS banking platforms and as a result of our continued deployment of our newer banking solutions. The decrease in software licenses and service and maintenance
33
revenue was primarily driven by our focus on a subscription revenue model rather than one-time license events involving significant professional services. Segment profit decreased $1.3 million for the fiscal year ended June 30, 2021 as compared to the prior fiscal year due to an increase in cost of revenues of $2.8 million and increases in product development and engineering costs of $1.3 million, general and administrative costs of $1.0 million, partially offset by a reduction in sales and marketing costs of $0.5 million We expect revenue to continue to increase and profit to remain relatively consistent for the Banking Solutions segment in fiscal year 2022 as compared to fiscal year 2021.
Payments and Documents
Revenues from our Payments and Documents segment decreased $4.3 million for the fiscal year ended June 30, 2021 as compared to the prior fiscal year, due primarily to a decrease in service and maintenance revenue of $4.9 million, software licenses revenue of $2.0 million and other revenue of $0.9 million, partially offset by an increase in subscriptions revenue of $3.5 million. The decrease in software, service and maintenance and other revenue was driven by the continued conversion of our customer base and our sales focus for new customers to our hosted and subscription based solutions rather than deployed, perpetual license solutions. Segment profit decreased $2.2 million for the fiscal year ended June 30, 2021 as compared to the prior fiscal year, due to the revenue decrease described above and an increase in operating expenses of $0.9 million primarily related to increased sales and marketing costs of $0.6 million and product development costs of $0.3 million, partially offset by decreased cost of revenues of $3.0 million, primarily due to a decrease in service and maintenance costs of revenues of $2.6 million and other cost of revenues of $0.7 million, offset by a $0.4 million increase in subscription cost of revenues. We expect revenue to increase and profit to remain relatively consistent for the Payments and Documents segment in fiscal year 2022.
Other
Revenues from our Other segment remained consistent for the fiscal year ended June 30, 2021 as compared to the prior fiscal year. However, the composition of revenue changed, with an increase in subscriptions revenue of $1.0 million, offset by decreases in software license revenue and services and maintenance revenue of $0.3 million and $0.8 million, respectively. Segment loss increased by $1.4 million for the fiscal year ended June 30, 2021 as compared to the prior fiscal year. The segment loss was attributable to the operations of the legacy fraud solutions sales channel we acquired and due to the impact of certain other centralized costs reported in this segment that are leveraged for our fraud solutions broadly. The increase in the segment loss was primarily due to an increase in cost of revenues of $0.5 million, primarily associated with increased subscriptions, and an increase in sales and marketing costs of $0.9 million. We expect Other segment revenue to remain consistent and profit to decrease slightly in fiscal year 2022 as compared to fiscal year 2021.
Revenues by Category
| Fiscal Year Ended June 30, | Increase (Decrease) Between Periods | |||||||||||||||||||||||||
| 2021 | 2020 | $ Change Inc (Dec) | % Change Inc (Dec) | |||||||||||||||||||||||
| (Dollars in thousands) | ||||||||||||||||||||||||||
| Revenues: | ||||||||||||||||||||||||||
| Subscriptions | $ | 384,742 | $ | 339,410 | $ | 45,332 | 13.4 | % | ||||||||||||||||||
| Software licenses | 5,074 | 8,098 | (3,024) | (37.3) | % | |||||||||||||||||||||
| Service and maintenance | 79,319 | 91,706 | (12,387) | (13.5) | % | |||||||||||||||||||||
| Other | 2,268 | 3,007 | (739) | (24.6) | % | |||||||||||||||||||||
| Total revenues | $ | 471,403 | $ | 442,221 | $ | 29,182 | 6.6 | % | ||||||||||||||||||
Subscriptions
Revenues from subscriptions increased $45.3 million for the fiscal year ended June 30, 2021 as compared to the prior fiscal year. The overall revenue increase was primarily due to revenue increases in our Cloud Solutions segment, Banking Solutions segment and Payments and Documents segment of $31.2 million, $9.7 million and $3.5 million, respectively, primarily due to the growth in revenue from our payment platforms, the impact of new customers going live on our hosted platforms and the impact of existing customers converting to subscription based solutions. We expect subscriptions revenues to increase in fiscal year 2022 as compared to fiscal year 2021 due to revenue increases in our payment platforms, our banking solutions platforms and our legal spend management solutions.
Software Licenses
Revenues from software licenses decreased $3.0 million for the fiscal year ended June 30, 2021 as compared to the prior fiscal year, primarily as a result of decreased revenue from our Payment and Documents segment, Banking Solutions segment, and Other segment of $2.0 million, $0.5 million and $0.3 million, respectively. The decrease in software license revenue was anticipated and driven by the continued conversion of our customers to our hosted and subscription based solutions and our
34
continued de-emphasis of deployed, perpetual license solutions. We also believe that certain software buying decisions by our customers were delayed or deferred during fiscal year 2021 given the ongoing economic challenges presented by the COVID-19 pandemic. We expect to continue to emphasize our hosted and subscription based solutions rather than on-premise software solutions in our on-going sales focus.
Service and Maintenance
Revenues from service and maintenance decreased $12.4 million for the fiscal year ended June 30, 2021 as compared to the prior fiscal year due to decreases in revenue from our Banking Solutions segment, Payments and Documents segment, Other segment and Cloud Solutions segment of $5.9 million, $4.9 million, $0.8 million and $0.8 million, respectively. The decreases reflect our continued emphasis on selling subscription based solutions rather than deployed, on-premise perpetual-license solutions. We expect service and maintenance revenues will decrease in fiscal year 2022 as a result of decreased services revenue from our Payments and Documents and Banking Solutions segments due to our continued emphasis on subscription and hosted solutions.
Other
Our other revenues consist principally of equipment and supplies sales, which remained minor components of our overall revenue. We expect that other revenues will remain relatively consistent in fiscal year 2022.
Cost of Revenues
| Fiscal Year Ended June 30, | Increase (Decrease) Between Periods | |||||||||||||||||||||||||
| 2021 | 2020 | $ Change Inc (Dec) | % Change Inc (Dec) | |||||||||||||||||||||||
| (Dollars in thousands) | ||||||||||||||||||||||||||
| Cost of revenues: | ||||||||||||||||||||||||||
| Subscriptions | $ | 153,308 | $ | 136,417 | $ | 16,891 | 12.4 | % | ||||||||||||||||||
| Software licenses | 412 | 528 | (116) | (22.0) | % | |||||||||||||||||||||
| Service and maintenance | 41,154 | 49,955 | (8,801) | (17.6) | % | |||||||||||||||||||||
| Other | 1,578 | 2,186 | (608) | (27.8) | % | |||||||||||||||||||||
| Total cost of revenues | $ | 196,452 | $ | 189,086 | $ | 7,366 | 3.9 | % | ||||||||||||||||||
| Gross profit | $ | 274,951 | $ | 253,135 | $ | 21,816 | 8.6 | % | ||||||||||||||||||
Subscriptions
Subscriptions costs include salaries and other related costs for our professional services teams as well as costs related to our hosting infrastructure such as depreciation and facilities related expenses. Subscriptions costs as a percentage of subscriptions revenues remained consistent at 40% for the fiscal years ended June 30, 2021 and 2020. We expect subscriptions costs as a percentage of subscriptions revenues will decrease in fiscal year 2022 as a result of increased revenue contribution from our SaaS solutions.
Software Licenses
Software license costs consist of expenses incurred by us to distribute our software products and related documentation and costs of licensing third party software that is incorporated into or sold with certain of our products. Software license costs remained consistent at 8% of software license revenues for the fiscal year ended June 30, 2021 as compared to 7% for the prior fiscal year. We expect software license costs as a percentage of software license revenues will remain relatively consistent in fiscal year 2022.
Service and Maintenance
Service and maintenance costs include salaries and other related costs for our customer service, maintenance and help desk support staffs, as well as third party contractor expenses used to complement our professional services team. Service and maintenance costs decreased to 52% of service and maintenance revenues for the fiscal year ended June 30, 2021 as compared to 54% of service and maintenance revenues for the prior fiscal year. The decrease in service and maintenance costs as a percentage of service and maintenance revenue reflects the continued shift to hosted solutions rather than on-premise, perpetual license solutions. We expect that service and maintenance costs as a percentage of service and maintenance revenues will increase in fiscal year 2022.
Other
Other costs include the costs associated with equipment and supplies that we resell, as well as freight, shipping and postage costs associated with the delivery of our products. These remain minor components of our business. We expect other costs as a percentage of other revenues will remain relatively consistent in fiscal year 2022.
35
Operating Expenses
| Fiscal Year Ended June 30, | Increase (Decrease) Between Periods | |||||||||||||||||||||||||
| 2021 | 2020 | $ Change Inc (Dec) | % Change Inc (Dec) | |||||||||||||||||||||||
| (Dollars in thousands) | ||||||||||||||||||||||||||
| Operating expenses: | ||||||||||||||||||||||||||
| Sales and marketing | $ | 119,883 | $ | 106,429 | $ | 13,454 | 12.6 | % | ||||||||||||||||||
| Product development and engineering | 78,090 | 73,019 | 5,071 | 6.9 | % | |||||||||||||||||||||
| General and administrative | 63,353 | 56,749 | 6,604 | 11.6 | % | |||||||||||||||||||||
| Amortization of acquisition-related intangible assets | 21,173 | 20,370 | 803 | 3.9 | % | |||||||||||||||||||||
| Total operating expenses | $ | 282,499 | $ | 256,567 | $ | 25,932 | 10.1 | % | ||||||||||||||||||
Sales and Marketing
Sales and marketing expenses consist primarily of salaries and other related costs for sales and marketing personnel, sales commissions, travel, public relations and marketing materials and trade show participation. Sales and marketing expenses increased by $13.5 million for the fiscal year ended June 30, 2021 as compared to the prior fiscal year, due primarily to an increase in employee related costs of $15.0 million, partially offset by decreased travel costs as a result of COVID related travel restrictions of $2.6 million. We expect sales and marketing expenses as a percentage of total revenue to increase modestly in fiscal year 2022.
Product Development and Engineering
Product development and engineering expenses consist primarily of personnel costs to support product development, which consists of enhancements and revisions to our products as well as initiatives related to new product development. Product development and engineering expenses increased by $5.1 million for the fiscal year ended June 30, 2021 as compared to the prior fiscal year, primarily due to an increase in headcount related costs of $5.0 million as we continued to invest in the deployment of innovative, feature-rich products. We expect product development and engineering expenses as a percentage of total revenues will increase modestly in fiscal year 2022.
General and Administrative
General and administrative expenses consist primarily of salaries and other related costs for operations and finance employees and legal and accounting services. General and administrative expenses increased by $6.6 million for the fiscal year ended June 30, 2021 as compared to the prior fiscal year, due primarily to increased employee related costs of $6.7 million, depreciation expense of $2.0 million, and restructuring costs of $3.0 million, partially offset by a decrease in acquisition and integration expense of $3.0 million and facility costs of $2.1 million. We expect general and administrative expenses as a percentage of total revenues will remain consistent in fiscal year 2022.
Amortization of Acquisition-related Intangible Assets
We amortize our acquired intangible assets in proportion to the estimated rate at which the asset provides economic benefit to us. Accordingly, amortization expense rates are often higher in the earlier periods of an asset’s estimated life. The increase in amortization expense for the fiscal year ended June 30, 2021 as compared to the prior fiscal year was due to the impact of fiscal year 2021 acquisitions We expect that total amortization expense for acquired intangible assets for fiscal year 2022 will be approximately $20.5 million.
Other (Expense) Income, Net
| Fiscal Year Ended June 30, | Increase (Decrease) Between Periods | |||||||||||||||||||||||||
| 2021 | 2020 | $ Change Inc (Dec) | % Change Inc (Dec) | |||||||||||||||||||||||
| (Dollars in thousands) | ||||||||||||||||||||||||||
| Interest income | $ | 274 | $ | 658 | $ | (384) | (58.4) | % | ||||||||||||||||||
| Interest expense | (4,607) | (3,856) | (751) | (19.5) | % | |||||||||||||||||||||
| Other income (expense), net | 1,419 | (771) | 2,190 | 284.0 | % | |||||||||||||||||||||
| Other expense, net | $ | (2,914) | $ | (3,969) | $ | 1,055 | (26.6) | % | ||||||||||||||||||
Interest income remained a minor component of our operations in fiscal 2021 and 2020. Interest expense increased by $0.8 million in fiscal 2021 as compared to the prior fiscal year reflecting the higher outstanding balance under our line of credit for the first half of fiscal 2021. Other income increased by $2.2 million in fiscal 2021 as compared to fiscal 2020 due to the absence of a
36
$1.0 million settlement accounting charge we recorded in fiscal 2020 associated with our Swiss defined benefit pension plan and the presence in fiscal 2021 of approximately $1.0 million in other income associated with fair value adjustments for certain equity investments we hold.
Provision for Income Taxes
We recorded an income tax expense of $5.8 million and $1.8 million for the fiscal years ended June 30, 2021 and 2020, respectively. The income tax expense for the fiscal year ended June 30, 2021 was due to income tax expense relating to our U.K. and Swiss operations. We also recorded income tax expense of $2.1 million relating to tax legislation in the U.K. that was enacted during fiscal year 2021 which provides for the increase in the U.K. tax rate to 25% beginning April 1, 2023. These amounts were offset in part by an income tax benefit relating to our U.S. operations. The income tax expense for the fiscal year ended June 30, 2020 was due to income tax expense relating to our U.S., U.K. and Swiss operations, offset in part by an income tax benefit relating to our Israeli operations, and by an income tax benefit of $0.3 million relating to the enactment in the U.S. of the Coronavirus Aid Relief, and Economic Security Act (CARES ACT).
Fiscal Year Ended June 30, 2020 Compared to Fiscal Year Ended June 30, 2019
Segment Information
The following tables represent our segment revenues and our segment measure of profit (loss):
| Fiscal Year Ended June 30, | Increase (Decrease) Between Periods | |||||||||||||||||||||||||
| 2020 | 2019 | $ Change Inc (Dec) | % Change Inc (Dec) | |||||||||||||||||||||||
| (Dollars in thousands) | ||||||||||||||||||||||||||
| Segment revenue: | ||||||||||||||||||||||||||
| Cloud Solutions | $ | 252,349 | $ | 232,106 | $ | 20,243 | 8.7 | % | ||||||||||||||||||
| Banking Solutions | 97,785 | 93,956 | 3,829 | 4.1 | % | |||||||||||||||||||||
| Payments and Documents | 75,048 | 77,322 | (2,274) | (2.9) | % | |||||||||||||||||||||
| Other | 17,039 | 18,578 | (1,539) | (8.3) | % | |||||||||||||||||||||
| Total segment revenue | $ | 442,221 | $ | 421,962 | $ | 20,259 | 4.8 | % | ||||||||||||||||||
| Segment measure of profit (loss): | ||||||||||||||||||||||||||
| Cloud Solutions | $ | 54,002 | $ | 53,113 | $ | 889 | 1.7 | % | ||||||||||||||||||
| Banking Solutions | 4,849 | 8,227 | (3,378) | (41.1) | % | |||||||||||||||||||||
| Payment and Documents | 19,336 | 21,207 | (1,871) | (8.8) | % | |||||||||||||||||||||
| Other | (10,459) | (5,301) | (5,158) | (97.3) | % | |||||||||||||||||||||
| Total measure of segment profit | $ | 67,728 | $ | 77,246 | $ | (9,518) | (12.3) | % | ||||||||||||||||||
A reconciliation of the measure of total segment profit to our GAAP (loss) income before income taxes is as follows:
| Fiscal Year Ended June 30, | ||||||||||||||
| 2020 | 2019 | |||||||||||||
| (in thousands) | ||||||||||||||
| Total measure of segment profit | $ | 67,728 | $ | 77,246 | ||||||||||
| Less: | ||||||||||||||
| Amortization of acquisition-related intangible assets | (20,370) | (21,336) | ||||||||||||
| Stock-based compensation plan expense | (42,044) | (41,695) | ||||||||||||
| Acquisition and integration-related expenses | (5,647) | (4,648) | ||||||||||||
| Restructuring expenses | (1,652) | (1,881) | ||||||||||||
| Other non-core income (expense) | 94 | (550) | ||||||||||||
| Global ERP system implementation and other costs | (485) | (3,395) | ||||||||||||
| Other (income) expense, net of pension adjustments | (5,025) | 3,153 | ||||||||||||
| (Loss) Income before income taxes | $ | (7,401) | $ | 6,894 | ||||||||||
37
Cloud Solutions
Revenues from our Cloud Solutions segment increased $20.2 million for the fiscal year ended June 30, 2020 as compared to the prior fiscal year, due to increased revenue of $12.1 million from our payment platforms and $8.1 million from our legal spend management solutions. Segment profit increased $0.9 million for the fiscal year ended June 30, 2020 as compared to the prior fiscal year due to the revenue increase described above, partially offset by increased cost of revenues from subscriptions of $7.1 million and increased operating expenses of $13.0 million primarily related to increased sales and marketing costs as we continued to invest in new sales opportunities, product promotion and product innovation.
Banking Solutions
Revenues from our Banking Solutions segment increased $3.8 million for the fiscal year ended June 30, 2020 as compared to the prior fiscal year, due to increased subscriptions revenue of $12.5 million as we continued to expand the base of customers on our SaaS platforms and as a result of our continued deployment of our newer banking solutions, partially offset by a decrease in our software license revenue of $4.0 million and decreased professional services and maintenance revenue of $4.6 million. Segment profit decreased $3.4 million for the fiscal year ended June 30, 2020 as compared to the prior fiscal year due primarily to increased sales and marketing and product development and engineering costs of $2.7 million and $2.4 million, respectively.
Payments and Documents
Revenues from our Payments and Documents segment decreased $2.3 million for the fiscal year ended June 30, 2020 as compared to the prior fiscal year, due primarily to a decrease in service and maintenance revenue of $4.0 million and a decrease in software license revenue of $2.3 million, partially offset by an increase in subscriptions revenue of $4.5 million. The decrease in service and maintenance revenue was driven by the continued conversion of our customers to our hosted and subscription based solutions rather than deployed, perpetual license solutions. Segment profit decreased $1.9 million for the fiscal year ended June 30, 2020 as compared to the prior fiscal year, due primarily to the revenue decrease described above, partially offset by decreased operating expenses of $0.5 million related to general and administrative expenses.
Other
Revenues from our Other segment decreased by $1.5 million for the fiscal year ended June 30, 2020 as compared to the prior fiscal year. Segment loss increased by $5.2 million for the fiscal year ended June 30, 2020 as compared to the prior fiscal year. The revenue decrease was due primarily to decreases in software licenses revenue of $1.1 million, service and maintenance revenue of $0.8 million and other revenue of $0.6 million, partially offset by an increase in subscriptions revenue of $1.0 million. The segment loss was attributable to the operations of the legacy fraud solutions sales channel we acquired and due to the impact of certain other centralized costs reported in this segment that are leveraged for our fraud solutions broadly. The increase in the segment loss was primarily due to the revenue decreases in addition to increased service and maintenance cost of revenue of $1.9 million and increased product development costs of $1.7 million.
Revenues by Category
| Fiscal Year Ended June 30, | Increase (Decrease) Between Periods | |||||||||||||||||||||||||
| 2020 | 2019 | $ Change Inc (Dec) | % Change Inc (Dec) | |||||||||||||||||||||||
| (Dollars in thousands) | ||||||||||||||||||||||||||
| Revenues: | ||||||||||||||||||||||||||
| Subscriptions | $ | 339,410 | $ | 295,633 | $ | 43,777 | 14.8 | % | ||||||||||||||||||
| Software licenses | 8,098 | 16,389 | (8,291) | (50.6) | % | |||||||||||||||||||||
| Service and maintenance | 91,706 | 105,895 | (14,189) | (13.4) | % | |||||||||||||||||||||
| Other | 3,007 | 4,045 | (1,038) | (25.7) | % | |||||||||||||||||||||
| Total revenues | $ | 442,221 | $ | 421,962 | $ | 20,259 | 4.8 | % | ||||||||||||||||||
Subscriptions
Revenues from subscriptions increased $43.8 million for the fiscal year ended June 30, 2020 as compared to the prior fiscal year. The overall revenue increase was primarily due to revenue increases from our Cloud Solutions segment, Banking Solutions segment and Payments and Documents segment of $25.8 million, $12.5 million and $4.5 million, respectively, primarily due to the impact of customers going live on our hosted platforms and the impact of customers converting to subscription based solutions.
Software Licenses
Revenues from software licenses decreased $8.3 million for the fiscal year ended June 30, 2020 as compared to the prior fiscal year, primarily as a result of decreased revenue from our Banking Solutions segment, Payments and Documents segment and Other segment of $4.1 million, $2.3 million and $1.1 million, respectively. The decrease in software license revenue was
38
predominantly by design and driven by the evolution of our business strategy, which is focused on a subscription revenue model rather than one-time license events. We also believe that certain software buying decisions by our customers were delayed or deferred in the latter part of fiscal year 2020 given the ongoing economic challenges presented by the COVID-19 pandemic.
Service and Maintenance
Revenues from service and maintenance decreased $14.2 million for the fiscal year ended June 30, 2020 as compared to the prior fiscal year due to decreases in revenue from our Payments and Documents segment of $4.0 million, Banking Solutions segment of $4.6 million and Cloud Solutions segment of $4.8 million. The decreases reflect our continued emphasis on selling subscription based solutions rather than deployed, perpetual-license solutions.
Other
Our other revenues consist principally of equipment and supplies sales, which remained minor components of our overall revenue.
Cost of Revenues
| Fiscal Year Ended June 30, | Increase (Decrease) Between Periods | |||||||||||||||||||||||||
| 2020 | 2019 | $ Change Inc (Dec) | % Change Inc (Dec) | |||||||||||||||||||||||
| (Dollars in thousands) | ||||||||||||||||||||||||||
| Cost of revenues: | ||||||||||||||||||||||||||
| Subscriptions | $ | 136,417 | $ | 127,467 | $ | 8,950 | 7.0 | % | ||||||||||||||||||
| Software licenses | 528 | 923 | (395) | (42.8) | % | |||||||||||||||||||||
| Service and maintenance | 49,955 | 51,168 | (1,213) | (2.4) | % | |||||||||||||||||||||
| Other | 2,186 | 3,161 | (975) | (30.8) | % | |||||||||||||||||||||
| Total cost of revenues | $ | 189,086 | $ | 182,719 | $ | 6,367 | 3.5 | % | ||||||||||||||||||
| Gross profit | $ | 253,135 | $ | 239,243 | $ | 13,892 | 5.8 | % | ||||||||||||||||||
Subscriptions
Subscriptions costs include salaries and other related costs for our professional services teams as well as costs related to our hosting infrastructure such as depreciation and facilities related expenses. Subscriptions costs as a percentage of subscriptions revenues decreased to 40% for the fiscal year ended June 30, 2020 as compared to 43% for the prior fiscal year, driven by the revenue increases in our banking, legal spend management and payment platforms.
Software Licenses
Software license costs consist of expenses incurred by us to distribute our software products and related documentation and costs of licensing third party software that is incorporated into or sold with certain of our products. Software license costs were consistent at 7% of software license revenues for the fiscal year ended June 30, 2020 as compared to 6% for the prior fiscal year.
Service and Maintenance
Service and maintenance costs include salaries and other related costs for our customer service, maintenance and help desk support staffs, as well as third party contractor expenses used to complement our professional services team. Service and maintenance costs increased to 54% of service and maintenance revenues for the fiscal year ended June 30, 2020 as compared to 48% of service and maintenance revenues for the prior fiscal year, due primarily to increased service and maintenance costs from our legacy payments and documents solutions.
Other
Other costs include the costs associated with equipment and supplies that we resell, as well as freight, shipping and postage costs associated with the delivery of our products.
39
Operating Expenses
| Fiscal Year Ended June 30, | Increase (Decrease) Between Periods | |||||||||||||||||||||||||
| 2020 | 2019 | $ Change Inc (Dec) | % Change Inc (Dec) | |||||||||||||||||||||||
| (Dollars in thousands) | ||||||||||||||||||||||||||
| Operating expenses: | ||||||||||||||||||||||||||
| Sales and marketing | $ | 106,429 | $ | 95,265 | $ | 11,164 | 11.7 | % | ||||||||||||||||||
| Product development and engineering | 73,019 | 67,364 | 5,655 | 8.4 | % | |||||||||||||||||||||
| General and administrative | 56,749 | 52,199 | 4,550 | 8.7 | % | |||||||||||||||||||||
| Amortization of acquisition-related intangible assets | 20,370 | 21,336 | (966) | (4.5) | % | |||||||||||||||||||||
| Total operating expenses | $ | 256,567 | $ | 236,164 | $ | 20,403 | 8.6 | % | ||||||||||||||||||
Sales and Marketing
Sales and marketing expenses consist primarily of salaries and other related costs for sales and marketing personnel, sales commissions, travel, public relations and marketing materials and trade show participation. Sales and marketing expenses increased by $11.2 million for the fiscal year ended June 30, 2020 as compared to the prior fiscal year, due primarily to an increase in employee related costs of $8.6 million and increased marketing related expenses of $1.6 million incurred to support our continued revenue growth and the global marketing of our products.
Product Development and Engineering
Product development and engineering expenses consist primarily of personnel costs to support product development, which consists of enhancements and revisions to our products. Product development and engineering expenses increased by $5.7 million for the fiscal year ended June 30, 2020 as compared to the prior fiscal year, as a result of an increase in headcount related costs as we continued to invest in the deployment of innovative, feature-rich products.
General and Administrative
General and administrative expenses consist primarily of salaries and other related costs for operations and finance employees and legal and accounting services. General and administrative expenses increased by $4.6 million for the fiscal year ended June 30, 2020 as compared to the prior fiscal year, due primarily to increased employee related costs of $5.0 million and acquisition related costs of $2.0 million, partially offset by decreased global enterprise resource planning (ERP) implementation and other costs of $3.0 million.
Amortization of Acquisition-related Intangible Assets
We amortize our acquired intangible assets in proportion to the estimated rate at which the asset provides economic benefit to us. Accordingly, amortization expense rates are often higher in the earlier periods of an asset’s estimated life. The decrease in amortization expense for the fiscal year ended June 30, 2020 as compared to the prior fiscal year occurred as a result of amortization rates decreasing over the underlying asset lives.
Other Income (Expense), Net
| Fiscal Year Ended June 30, | Increase (Decrease) Between Periods | |||||||||||||||||||||||||
| 2020 | 2019 | $ Change Inc (Dec) | % Change Inc (Dec) | |||||||||||||||||||||||
| (Dollars in thousands) | ||||||||||||||||||||||||||
| Interest income | $ | 658 | $ | 670 | $ | (12) | (1.8) | % | ||||||||||||||||||
| Interest expense | (3,856) | (3,783) | (73) | (1.9) | % | |||||||||||||||||||||
| Other (expense) income, net | (771) | 6,928 | (7,699) | (111.1) | % | |||||||||||||||||||||
| Other (expense) income, net | $ | (3,969) | $ | 3,815 | $ | (7,784) | (204.0) | % | ||||||||||||||||||
Other expense, net increased $7.8 million for the fiscal year ended June 30, 2020 as compared to the prior fiscal year, primarily due to the absence in fiscal year 2020 of a non-recurring gain of $7.3 million we recorded in fiscal year 2019 upon the liquidation of an investment we held.
Provision for Income Taxes
We recorded income tax expense of $1.8 million and an income tax benefit of $2.5 million for the fiscal years ended June 30, 2020 and 2019, respectively. The income tax expense for the fiscal year ended June 30, 2020 was due to income tax expense relating to our U.S., U.K. and Swiss operations, offset in part by an income tax benefit relating to our Israeli operations and by an
40
income tax benefit of $0.3 million relating to the enactment in the U.S. of the Coronavirus Aid, Relief, and Economic Security Act (CARES Act). The income tax benefit for the fiscal year ended June 30, 2019 was due to income tax benefits relating to our U.S. and Israeli operations, offset in part by income tax expense in our UK and Swiss operations. The income tax benefit in the U.S. was related to a reduction in our net deferred tax liabilities and a reduction to our valuation allowance arising from our acquisition of BankSight Software Systems, Inc. where certain deferred tax liabilities provide a source of future taxable income. We also recorded a discrete tax benefit of $0.8 million from the enactment of legislation that decreased tax rates in Switzerland.
Liquidity and Capital Resources
We are party to a credit agreement with Bank of America, N.A. and certain other lenders that provides for a credit facility in the amount of up to $300 million (the Credit Facility). We have the right to request an increase to the aggregate commitments to the Credit Facility of up to $150 million, subject to specified conditions. The Credit Facility expires in July 2023. At June 30, 2021, borrowings were $130 million and we were in compliance with all covenants associated with the Credit Facility.
We have financed our operations primarily from cash provided by operating activities, the sale of our common stock and debt proceeds. We have historically generated strong positive operating cash flows. We believe that the cash generated from our operations and the cash and cash equivalents we have on hand will be sufficient to meet our operating requirements for the foreseeable future. If our existing cash resources along with cash generated from operations and cash that we have access to through our Credit Facility is insufficient to satisfy our operating requirements, we may need to sell additional equity or debt securities or seek other financing arrangements.
One of our financial goals is to maintain and improve our capital structure. The key metrics we focus on in assessing the strength of our liquidity and a summary of our cash activity for the fiscal years ended June 30, 2021 and 2020 are summarized in the tables below:
| June 30, | June 30, | |||||||||||||
| 2021 | 2020 | |||||||||||||
| (in thousands) | ||||||||||||||
| Cash and cash equivalents | $ | 133,932 | $ | 194,832 | ||||||||||
| Marketable securities | 10,216 | 10,209 | ||||||||||||
| Borrowings under credit facility | 130,000 | 180,000 | ||||||||||||
| Fiscal Year Ended June 30, | ||||||||||||||
| 2021 | 2020 | |||||||||||||
| (in thousands) | ||||||||||||||
| Cash provided by operating activities | 76,116 | 97,171 | ||||||||||||
| Cash used in investing activities | (83,986) | (47,530) | ||||||||||||
| Cash (used in) provided by financing activities | (56,166) | 54,624 | ||||||||||||
| Effect of exchange rates on cash | 6,668 | (930) | ||||||||||||
Cash, cash equivalents and marketable securities. At June 30, 2021, our cash and cash equivalents of $133.9 million consisted primarily of cash deposits held at major banks and money market funds. The $60.9 million decrease in cash and cash equivalents at June 30, 2021 from June 30, 2020 was primarily due to cash used to fund: the repayment of borrowings under our revolving credit facility of $50 million, the repurchases of our common stock of $10.8 million, capital expenditures, including capitalization of software costs of $31.9 million, business and asset acquisitions, net of cash acquired of $41.3 million and other investment opportunities of $10.9 million, partially offset by cash generated from operations of $76.1 million and the effect of foreign exchange rates on cash of $6.7 million.
At June 30, 2021, our marketable securities of $10.2 million consisted of U.S. government debt securities.
Cash, cash equivalents and marketable securities included approximately $59.9 million held by our foreign subsidiaries as of June 30, 2021. We repatriated $25.5 million and $10.0 million from our U.K. subsidiary during the fiscal years ending June 30, 2021 and 2020, respectively. We continue to permanently reinvest the earnings, if any, of our international subsidiaries other than the U.K., Switzerland, India and one of our Australian subsidiaries; therefore we do not provide for U.S. income taxes that could result from the distribution of foreign earnings from our subsidiaries other than those aforementioned. If our reinvestment plans were to change based on future events and we decided to repatriate amounts from other international subsidiaries, those amounts would generally become subject to U.S. state tax to the extent there were cumulative profits in the foreign subsidiary from which the distribution to the U.S. was made, and we could be further subject to withholding taxes.
Cash and cash equivalents held by our foreign subsidiaries are denominated in currencies other than U.S. Dollars. Increases primarily in the foreign currency exchange rate of the British Pound Sterling to the U.S. Dollar increased our overall cash balances
41
by approximately $6.7 million for the fiscal year ended June 30, 2021. Further changes in the foreign currency exchange rates of the British Pound Sterling and other currencies could have a significant effect on our overall cash balances, however, we continue to believe that our existing cash balances, even in light of the foreign currency volatility we frequently experience, are adequate to meet our operating requirements for the foreseeable future.
Operating Activities. Operating cash flow is derived by adjusting our net income or loss for non-cash operating items, such as depreciation and amortization, stock-based compensation plan expense, deferred income tax benefits or expenses, and impairment charges and changes in operating assets and liabilities, which reflect timing differences between the receipt and payment of cash associated with transactions and when they are recognized in our results of operations. Cash generated from operations decreased by $21.1 million for the fiscal year ended June 30, 2021 as compared to the prior fiscal year. The decrease was primarily related to a decrease in cash flows generated from the change in accounts receivable of $4.5 million, an increase in cash flows used for prepaid expensed and other current assets and other assets of $8.7 million, and accounts payable and accrued expenses of $9.9 million.
Investing Activities. Investing cash flows consist primarily of capital expenditures, inclusive of capitalized software costs, investment purchases and sales and cash used for the acquisition of businesses and assets. The $36.5 million increase in net cash used in investing activities for the fiscal year ended June 30, 2021 as compared to the prior fiscal year was primarily due to cash used to fund business acquisitions, net of cash acquired, of $41.3 million and other investments of $9.6 million, partially offset by a decrease in cash used for capital expenditures of $14.8 million.
Financing Activities. Financing cash flows consist primarily of cash inflows as a result of borrowings under our revolving credit facility and proceeds from the sale of shares of our common stock through employee equity incentive plans, offset by repurchases of our common stock. The increase in cash used in financing activities of $110.8 million was due to an increase in cash used to repay amounts due under our revolving credit facility of $40 million and the absence of borrowing under our revolving credit facility of $80 million, partially offset by a decrease in cash used to repurchase common stock of $8.4 million.
Contractual Obligations
Following is a summary of future payments that we are required to make under existing contractual obligations as of June 30, 2021:
| Payment Due by Fiscal Year | ||||||||||||||||||||||||||||||||
| 2022 | 2023-2024 | 2025-2026 | Thereafter | Total | ||||||||||||||||||||||||||||
| (in thousands) | ||||||||||||||||||||||||||||||||
| Credit Facility | ||||||||||||||||||||||||||||||||
| Principal payment | $ | — | $ | 130,000 | $ | — | $ | — | $ | 130,000 | ||||||||||||||||||||||
Interest payments (1) | 3,169 | 3,346 | — | — | 6,515 | |||||||||||||||||||||||||||
Commitment fee (2) | 298 | 309 | — | — | 607 | |||||||||||||||||||||||||||
| Operating leases | 7,656 | 9,862 | 6,525 | 19,079 | 43,122 | |||||||||||||||||||||||||||
| Purchase commitments | 13,529 | 7,470 | 794 | — | 21,793 | |||||||||||||||||||||||||||
| Total contractual obligations | $ | 24,652 | $ | 150,987 | $ | 7,319 | $ | 19,079 | $ | 202,037 | ||||||||||||||||||||||
——————
(1)The Credit Facility carries a variable rate of interest. Interest payments were estimated using the applicable interest rate as of June 30, 2021 net of the impact of interest rate swaps we have in place.
(2)The Credit Facility agreement includes a commitment fee, which we have included in the table above, based on the applicable interest rate as of June 30, 2021 and our remaining borrowing capacity of $170 million.
Purchase orders are not included in the table above. Our purchase orders represent authorizations to purchase rather than binding agreements. The contractual obligation amounts in the table above are associated with agreements that are enforceable and legally binding and that specify all significant terms, including: fixed or minimum services to be used; fixed, minimum or variable price provisions; and the approximate timing of the transaction. In addition to the base terms, we have certain options to extend the terms of our agreements. Payments are fixed for the initial terms and are subject to increase in the event that we elect to extend the service. Obligations under contract that we can cancel without a significant penalty are not included in the table above.
Our estimate of unrecognized tax benefits for which cash settlement may be required, in the amount of $2.2 million, has been excluded from the table above. These amounts have been excluded because, as of June 30, 2021, we are unable to estimate the timing of future cash outflows, if any, associated with these liabilities as we do not currently anticipate settling any of these tax positions with cash payment in the foreseeable future.
42
The contractual obligations table above also excludes our estimate of the contributions we will make to our Swiss defined benefit pension plan in fiscal year 2022, which is $2.1 million based on foreign exchange rates in effect on June 30, 2021. We have not disclosed contributions for periods after fiscal year 2022, as those amounts are subject to future changes. We did not have any off-balance sheet arrangements during the fiscal year ended June 30, 2021.
43
Item 7A. Quantitative and Qualitative Disclosures about Market Risk.
Interest rate risk
Our exposure to financial risk, including changes in interest rates, relates primarily to our cash and cash equivalents, marketable securities and borrowings under our Credit Facility. Our cash and cash equivalents typically consist of demand deposit accounts, money market mutual funds and U.S. Treasury securities. Based on our average cash and cash equivalents balance, average actual interest rates and actual interest income during the respective annual periods, a 100 basis point increase in interest rates would result in a hypothetical increase of approximately $1.5 million, $1.2 million, and $0.9 million for the fiscal years ended June 30, 2021, 2020 and 2019, respectively, in our results of operations and cash flows. A 100 basis point decrease in interest rates would reduce our interest income to zero.
Our marketable securities are held in U.S. corporate and government debt securities with maturities of less than one year. A 100 basis point change in interest rates would not have had a significant impact on our income from marketable securities for the fiscal years ended June 30, 2021, 2020 and 2019.
Our Credit Facility bears interest at variable interest rates. We have entered into interest rate swap agreements to minimize our exposure to interest rate fluctuations under our Credit Facility.
Foreign currency exchange rate risk
We have significant operations located in the United Kingdom, where the functional currency is British Pound Sterling and in Switzerland, where the functional currency is the Swiss Franc. We also have operations in Australia, where the functional currency is the Australian Dollar; in Germany and France, where the functional currency is the European Euro; in Singapore, where the functional currency is the Singapore Dollar; in Canada, where the functional currency is the Canadian Dollar; in Indonesia, where the functional currency is the Indonesian Rupiah; in China, where the functional currency is the Chinese Yuan Renminbi; in Malaysia, where the functional currency is the Malaysian Ringgit and in Thailand, where the functional currency is the Thai Baht. We have not entered into any foreign currency hedging transactions or other instruments to minimize our exposure to foreign currency exchange rate fluctuations nor do we presently plan to in the future.
The following sensitivity analysis is based on a hypothetical 10 percent increase or decrease in foreign currency exchange rates and presents the impact that such an increase or decrease would have had on our cash balances as of June 30, 2021 and 2020:
Effect of a 10% Increase or Decrease in Average Exchange Rates | ||||||||||||||
Cash and cash equivalents | ||||||||||||||
| 2021 | 2020 | |||||||||||||
| (in thousands) | ||||||||||||||
| Between U.S. Dollar and: | ||||||||||||||
| British Pound Sterling (+/-) | $ | 4,243 | $ | 3,507 | ||||||||||
| Swiss Franc (+/-) | 791 | 3,455 | ||||||||||||
| European Euro (+/-) | 574 | 386 | ||||||||||||
| Australian Dollar (+/-) | 376 | 325 | ||||||||||||
A 10% increase or decrease in the exchange rate between the U.S. Dollar and all of the other currencies in which we transact would not have had a significant impact on our cash and cash equivalents at June 30, 2021 or June 30, 2020.
The following sensitivity analysis is based on a hypothetical 10 percent increase or decrease in foreign currency exchange rates and presents the impact that such an increase or decrease would have had on our revenue and net income (loss) for the fiscal years ended June 30, 2021, 2020 and 2019:
Effect of a 10% Increase or Decrease in Average Exchange Rates | ||||||||||||||||||||||||||||||||||||||
| Revenue | Net income (loss) | |||||||||||||||||||||||||||||||||||||
| 2021 | 2020 | 2019 | 2021 | 2020 | 2019 | |||||||||||||||||||||||||||||||||
| (in thousands) | ||||||||||||||||||||||||||||||||||||||
| Between U.S. Dollar and: | ||||||||||||||||||||||||||||||||||||||
| British Pound Sterling (+/-) | $ | 11,886 | $ | 10,649 | $ | 9,975 | $ | 1,397 | $ | 955 | $ | 977 | ||||||||||||||||||||||||||
| Swiss Franc (+/-) | 4,789 | 3,907 | 3,870 | 395 | 52 | 190 | ||||||||||||||||||||||||||||||||
| Israeli Shekel (+/-) | 705 | 690 | 803 | 991 | 1,121 | 775 | ||||||||||||||||||||||||||||||||
| European Euro (+/-) | 410 | 312 | 358 | 107 | 21 | 16 | ||||||||||||||||||||||||||||||||
44
A 10% increase or decrease in the average exchange rate between the U.S. Dollar and all of the other currencies in which we transact would not have had a significant impact on our revenue or net income (loss) for the fiscal years ended June 30, 2021, 2020 or 2019.
Foreign currency transaction risk
Foreign currency transaction gains and losses are generally not significant and our financial results would not be significantly impacted in the event of a 10% increase or decrease in the average exchange rates between the U.S. dollar and the respective functional currencies of our international subsidiaries.
45
Item 8. Consolidated Financial Statements and Supplementary Data.
| BOTTOMLINE TECHNOLOGIES, INC. | ||||||||
| INDEX TO CONSOLIDATED FINANCIAL STATEMENTS | ||||||||
| Page | ||||||||
46
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Board of Directors and Stockholders
Bottomline Technologies, Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Bottomline Technologies, Inc. (the Company) as of June 30, 2021 and 2020, the related consolidated statements of comprehensive income (loss), stockholders’ equity and cash flows for each of the three years in the period ended June 30, 2021, and the related notes and financial statement schedule listed in the Index at Item 15(a)(2) (collectively referred to as the "consolidated financial statements"). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at June 30, 2021 and 2020, and the results of its operations and its cash flows for each of the three years in the period ended June 30, 2021, in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of June 30, 2021, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated August 30, 2021 expressed an unqualified opinion thereon.
Adoption of ASU No. 2016-02
As discussed in Note 10 to the consolidated financial statements, the Company changed its method of accounting for leases in the year ended June 30, 2020 due to the adoption of Accounting Standards Update (ASU) No. 2016-02, Leases (Topic 842), and the related amendments.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
47
| Capitalized Software Development Costs and Internal Use Software Costs | ||||||||
| Description of the Matter | As discussed in Note 2 to the consolidated financial statements, the Company capitalizes costs for software that is to be sold, leased or otherwise marketed once technological feasibility has been established. The Company also capitalizes certain development costs that relate to internal use software incurred during the application development stage. The Company capitalized $3.0 million and $14.0 million, respectively, of capitalized software development costs and internal use software costs in the year ended June 30, 2021 and had total capitalized software development costs and internal use software costs, net of accumulated amortization, of $10.4 million and $31.3 million, respectively, as of June 30, 2021. Auditing the Company’s capitalization of software costs was especially challenging because management’s determination of which projects and development activities within those projects qualify for capitalization requires significant judgment, as only those costs incurred in certain stages of software development can be capitalized in accordance with the applicable accounting standards. | |||||||
| How We Addressed the Matter in Our Audit | We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s capitalized software development and internal use software costs processes. This included testing controls over management’s determination of which projects and costs qualify for capitalization in accordance with the applicable accounting standards. To test the Company’s capitalization of software costs, we performed audit procedures that included, among others, inspecting underlying documentation to evaluate whether the costs were capitalizable under the applicable accounting standards. We also inquired of project managers for significant projects to assess the nature of the costs, the time devoted to capitalizable activities and the underlying documentation. | |||||||
/s/ Ernst & Young LLP
We have served as the Company's auditor since 1991.
Boston, Massachusetts
August 30, 2021
48
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Board of Directors and Stockholders
Bottomline Technologies, Inc.
Opinion on Internal Control over Financial Reporting
We have audited Bottomline Technologies, Inc.’s internal control over financial reporting as of June 30, 2021, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, Bottomline Technologies, Inc. (the Company) maintained, in all material respects, effective internal control over financial reporting as of June 30, 2021, based on the COSO criteria.
As indicated in the accompanying Management’s Annual Report on Internal Control Over Financial Reporting, management’s assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of AnaSys AG and TreasuryXpress, which are included in the 2021 consolidated financial statements of the Company and constituted approximately 2% and 5% of total assets, respectively, as of June 30, 2021 and less than 1% of revenues, each, for the year then ended. Our audit of internal control over financial reporting of the Company also did not include an evaluation of the internal control over financial reporting of AnaSys AG and TreasuryXpress.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of June 30, 2021 and 2020, the related consolidated statements of comprehensive income (loss), stockholders' equity and cash flows for each of the three years in the period ended June 30, 2021, and the related notes and financial statement schedule listed in the Index at Item 15(a)(2) and our report dated August 30, 2021 expressed an unqualified opinion thereon.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Annual Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.
Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ Ernst & Young LLP
Boston, Massachusetts
August 30, 2021
49
| BOTTOMLINE TECHNOLOGIES, INC. | ||||||||||||||
| CONSOLIDATED BALANCE SHEETS | ||||||||||||||
| (in thousands) | ||||||||||||||
| June 30, | June 30, | |||||||||||||
| 2021 | 2020 | |||||||||||||
| ASSETS | ||||||||||||||
| Current assets: | ||||||||||||||
| Cash and cash equivalents | $ | $ | ||||||||||||
| Cash held for customers | ||||||||||||||
| Marketable securities | ||||||||||||||
Accounts receivable net of allowances for doubtful accounts of $ | ||||||||||||||
| Prepaid expenses and other current assets | ||||||||||||||
| Total current assets | ||||||||||||||
| Property and equipment, net | ||||||||||||||
| Operating lease right-of-use assets, net | ||||||||||||||
| Goodwill | ||||||||||||||
| Intangible assets, net | ||||||||||||||
| Other assets | ||||||||||||||
| Total assets | $ | $ | ||||||||||||
| LIABILITIES AND STOCKHOLDERS' EQUITY | ||||||||||||||
| Current liabilities: | ||||||||||||||
| Accounts payable | $ | $ | ||||||||||||
| Accrued expenses and other current liabilities | ||||||||||||||
| Customer account liabilities | ||||||||||||||
| Deferred revenue | ||||||||||||||
| Total current liabilities | ||||||||||||||
| Borrowings under credit facility | ||||||||||||||
| Deferred revenue, non-current | ||||||||||||||
| Operating lease liabilities, non-current | ||||||||||||||
| Deferred income taxes | ||||||||||||||
| Other liabilities | ||||||||||||||
| Total liabilities | ||||||||||||||
| Stockholders' equity | ||||||||||||||
Preferred Stock, $ | ||||||||||||||
Authorized shares- | ||||||||||||||
Common Stock, $ | ||||||||||||||
Authorized shares- | ||||||||||||||
| Additional paid-in-capital | ||||||||||||||
| Accumulated other comprehensive loss | ( | ( | ||||||||||||
Treasury stock: | ( | ( | ||||||||||||
| Accumulated deficit | ( | ( | ||||||||||||
| Total stockholders' equity | ||||||||||||||
| Total liabilities and stockholders' equity | $ | $ | ||||||||||||
See accompanying notes.
50
| BOTTOMLINE TECHNOLOGIES, INC. | ||||||||||||||||||||
| CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) | ||||||||||||||||||||
| (in thousands, except per share amounts) | ||||||||||||||||||||
| Fiscal Year Ended June 30, | ||||||||||||||||||||
| 2021 | 2020 | 2019 | ||||||||||||||||||
| Revenues: | ||||||||||||||||||||
| Subscriptions | $ | $ | $ | |||||||||||||||||
| Software licenses | ||||||||||||||||||||
| Service and maintenance | ||||||||||||||||||||
| Other | ||||||||||||||||||||
| Total revenues | ||||||||||||||||||||
| Cost of revenues: | ||||||||||||||||||||
| Subscriptions | ||||||||||||||||||||
| Software licenses | ||||||||||||||||||||
| Service and maintenance | ||||||||||||||||||||
| Other | ||||||||||||||||||||
| Total cost of revenues | ||||||||||||||||||||
| Gross profit | ||||||||||||||||||||
| Operating expenses: | ||||||||||||||||||||
| Sales and marketing | ||||||||||||||||||||
| Product development and engineering | ||||||||||||||||||||
| General and administrative | ||||||||||||||||||||
| Amortization of acquisition-related intangible assets | ||||||||||||||||||||
| Total operating expenses | ||||||||||||||||||||
| (Loss) income from operations | ( | ( | ||||||||||||||||||
| Interest income | ||||||||||||||||||||
| Interest expense | ( | ( | ( | |||||||||||||||||
| Other income (expense), net | ( | |||||||||||||||||||
| Other (expense) income, net | ( | ( | ||||||||||||||||||
| (Loss) income before income taxes | ( | ( | ||||||||||||||||||
| (Provision for) benefit from income taxes | ( | ( | ||||||||||||||||||
| Net (loss) income | $ | ( | $ | ( | $ | |||||||||||||||
| Basic and diluted net (loss) income per share | $ | ( | $ | ( | $ | |||||||||||||||
| Shares used in computing net (loss) income per share: | ||||||||||||||||||||
| Basic | ||||||||||||||||||||
| Diluted | ||||||||||||||||||||
| Other comprehensive income (loss), net of tax: | ||||||||||||||||||||
| Unrealized (loss) gain on available for sale securities | ( | |||||||||||||||||||
| Change in fair value on interest hedging instruments | ( | ( | ||||||||||||||||||
Minimum pension liability adjustments (net of income tax provision of $ | ( | |||||||||||||||||||
Foreign currency translation adjustments (net of income tax provision (benefit) of $ | ( | ( | ||||||||||||||||||
| Other comprehensive income (loss), net of tax: | $ | $ | ( | $ | ( | |||||||||||||||
| Comprehensive income (loss) | $ | $ | ( | $ | ( | |||||||||||||||
See accompanying notes.
51
| BOTTOMLINE TECHNOLOGIES, INC. | |||||||||||||||||||||||||||||||||||||||||||||||
| CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY | |||||||||||||||||||||||||||||||||||||||||||||||
| (in thousands) | |||||||||||||||||||||||||||||||||||||||||||||||
| Common Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Income (Loss) | Treasury Stock | Accumulated Deficit | Total Stockholders’ Equity | ||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | ||||||||||||||||||||||||||||||||||||||||||||
| Balance at June 30, 2018 | $ | $ | $ | ( | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||||||||||||
| Issuance of common stock for employee stock purchase plan and upon exercise of stock options | ( | ||||||||||||||||||||||||||||||||||||||||||||||
| Vesting of Restricted stock awards | — | ||||||||||||||||||||||||||||||||||||||||||||||
| Stock compensation plan expense | |||||||||||||||||||||||||||||||||||||||||||||||
| Warrant settlements | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Minimum pension liability adjustments, net of tax | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Net income | |||||||||||||||||||||||||||||||||||||||||||||||
| Unrealized gain on available for sale securities | |||||||||||||||||||||||||||||||||||||||||||||||
| Unrealized loss on interest rate hedging transactions | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Foreign currency translation adjustment | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Balance at June 30, 2019 | $ | $ | $ | ( | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||||||||||||
| Issuance of common stock for employee stock purchase plan and upon exercise of stock options | — | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Vesting of Restricted stock awards | ( | ||||||||||||||||||||||||||||||||||||||||||||||
| Repurchase of common stock to be held in treasury | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Stock compensation plan expense | |||||||||||||||||||||||||||||||||||||||||||||||
| Minimum pension liability adjustments, net of tax | |||||||||||||||||||||||||||||||||||||||||||||||
| Net loss | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Unrealized gain on available for sale securities | |||||||||||||||||||||||||||||||||||||||||||||||
| Change in fair value on interest rate hedging instruments | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Foreign currency translation adjustment | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Balance at June 30, 2020 | $ | $ | $ | ( | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||||||||||||
| Issuance of common stock for employee stock purchase plan and upon exercise of stock options | ( | ||||||||||||||||||||||||||||||||||||||||||||||
| Vesting of Restricted stock awards | ( | ||||||||||||||||||||||||||||||||||||||||||||||
| Repurchase of common stock to be held in treasury | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Stock compensation plan expense | |||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock in connection with acquisition | |||||||||||||||||||||||||||||||||||||||||||||||
| Minimum pension liability adjustments, net of tax | |||||||||||||||||||||||||||||||||||||||||||||||
| Net loss | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Unrealized losses on available for sale securities | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Change in fair value on interest rate hedging instruments | |||||||||||||||||||||||||||||||||||||||||||||||
| Foreign currency translation adjustment | |||||||||||||||||||||||||||||||||||||||||||||||
| Balance at June 30, 2021 | $ | $ | $ | ( | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||||||||||||
See accompanying notes.
52
| BOTTOMLINE TECHNOLOGIES, INC. | ||||||||||||||||||||
| CONSOLIDATED STATEMENTS OF CASH FLOWS | ||||||||||||||||||||
| (in thousands) | ||||||||||||||||||||
| Fiscal Year Ended June 30, | ||||||||||||||||||||
| 2021 | 2020 | 2019 | ||||||||||||||||||
| Operating activities: | ||||||||||||||||||||
| Net (loss) income | $ | ( | $ | ( | $ | |||||||||||||||
| Adjustments to reconcile net (loss) income to net cash provided by operating activities: | ||||||||||||||||||||
| Amortization of acquisition-related intangible assets | ||||||||||||||||||||
| Stock-based compensation plan expense | ||||||||||||||||||||
| Depreciation and other amortization | ||||||||||||||||||||
| Gain on sale of investments | ( | |||||||||||||||||||
| Deferred income tax provision (benefit) | ( | ( | ||||||||||||||||||
| Provision for allowances on accounts receivable | ||||||||||||||||||||
| Amortization of debt issuance costs | ||||||||||||||||||||
| Amortization of discount on investments | ( | ( | ||||||||||||||||||
| Fair value adjustment on other investments | ( | |||||||||||||||||||
| Loss (gain) on sale of property and equipment | ( | |||||||||||||||||||
| Loss on foreign exchange | ||||||||||||||||||||
| Changes in operating assets and liabilities: | ||||||||||||||||||||
| Accounts receivable | ( | |||||||||||||||||||
| Prepaid expenses and other current assets | ( | ( | ||||||||||||||||||
| Operating lease right-of-use asset, net | ( | |||||||||||||||||||
| Other assets | ( | ( | ( | |||||||||||||||||
| Customer account liabilities | ||||||||||||||||||||
| Accounts payable | ( | |||||||||||||||||||
| Accrued expenses | ( | |||||||||||||||||||
| Operating lease liabilities | ( | |||||||||||||||||||
| Deferred revenue | ( | |||||||||||||||||||
| Other liabilities | ( | ( | ||||||||||||||||||
| Net cash provided by operating activities | ||||||||||||||||||||
| Investing activities: | ||||||||||||||||||||
| Acquisition of businesses and assets, net of cash acquired | ( | ( | ||||||||||||||||||
| Acquisition of building | ( | |||||||||||||||||||
| Purchases of investments | ( | ( | ( | |||||||||||||||||
| Proceeds from sale of investments | ||||||||||||||||||||
| Issuance of note receivable | ( | ( | ||||||||||||||||||
| Purchases of available-for-sale securities | ( | ( | ( | |||||||||||||||||
| Proceeds from sales of available-for-sale securities | ||||||||||||||||||||
| Capital expenditures, including capitalization of software costs | ( | ( | ( | |||||||||||||||||
| Proceeds from disposal of property and equipment | ||||||||||||||||||||
| Insurance proceeds received for damage to equipment | ||||||||||||||||||||
| Net cash used in investing activities | ( | ( | ( | |||||||||||||||||
| Financing activities: | ||||||||||||||||||||
| Repurchase of common stock | ( | ( | ||||||||||||||||||
| Repayment of amounts borrowed under revolving credit facility | ( | ( | ( | |||||||||||||||||
| Amounts borrowed under revolving credit facility | ||||||||||||||||||||
| Repayment of notes payable | ( | ( | ||||||||||||||||||
| Settlement of warrants | ( | |||||||||||||||||||
| Debt issuance costs related to credit facility | ( | |||||||||||||||||||
| Proceeds from exercise of stock options and employee stock purchase plan | ||||||||||||||||||||
| Net cash (used in) provided by financing activities | ( | ( | ||||||||||||||||||
| Effect of exchange rate changes on cash | ( | ( | ||||||||||||||||||
| (Decrease) increase in cash, cash equivalents and restricted cash | ( | ( | ||||||||||||||||||
| Cash, cash equivalents and restricted cash at beginning of period | ||||||||||||||||||||
| Cash, cash equivalents and restricted cash at end of period | $ | $ | $ | |||||||||||||||||
| Cash and cash equivalents at end of period | $ | $ | $ | |||||||||||||||||
53
| Cash held for customers at end of period | ||||||||||||||||||||
| Cash, cash equivalents and restricted cash at end of period | $ | $ | $ | |||||||||||||||||
| Supplemental disclosure of cash flow information: | ||||||||||||||||||||
| Cash paid during the fiscal year for: | ||||||||||||||||||||
| Interest, net of amounts capitalized | $ | $ | $ | |||||||||||||||||
| Income taxes | $ | $ | $ | |||||||||||||||||
| Non-cash investing activities: | ||||||||||||||||||||
| Conversion of note receivable for other investments | $ | $ | $ | |||||||||||||||||
| Non-cash financing activities: | ||||||||||||||||||||
| Issuance of common stock upon settlement of warrants | $ | $ | $ | |||||||||||||||||
| Issuance of common stock in connection with acquisition of business | $ | $ | $ | |||||||||||||||||
See accompanying notes.
54
BOTTOMLINE TECHNOLOGIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Fiscal Years Ended June 30, 2021, 2020 and 2019
Note 1—Organization and Nature of Business
Note 2—Significant Accounting Policies
Principles of Consolidation
The consolidated financial statements include our accounts and the accounts of our subsidiaries, all of which are wholly owned. All intercompany balances and transactions have been eliminated in consolidation.
Use of Estimates in the Preparation of Consolidated Financial Statements
The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires us to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Estimates include, but are not limited to, revenue recognition, allowances for doubtful accounts, recoverability of deferred tax assets, determining the fair value associated with acquired assets and liabilities including acquired performance obligations, intangible asset and goodwill impairment, pension benefit obligations, accruals for uncertain tax positions and certain other of our accrued liabilities. Actual results could differ from those estimates.
Foreign Currency Translation
We have international subsidiaries in Europe, the Asia-Pacific region and Canada, whose functional currencies are typically the local currencies. Assets and liabilities of all of our international subsidiaries have been translated into U.S. dollars at year-end exchange rates, and results of operations and cash flows have been translated at the average exchange rates in effect during the year. Gains or losses resulting from foreign currency translation where the local currency is the functional currency are included as a component of accumulated other comprehensive income (loss). Foreign currency transaction gains and losses are included in results of operations as incurred and are not significant to our overall operations.
Cash and Cash Equivalents
We consider all highly liquid instruments with an original maturity of three months or less to be cash equivalents. The carrying value of these instruments approximates their fair value. At June 30, 2021, our cash equivalents consisted of demand deposit accounts and money market funds.
Cash Held for Customers and Customer Account Liabilities
At June 30, 2021 and 2020, our consolidated balance sheets included $9.8 million and $6.3 million, respectively, of cash held for customers and a corresponding liability in the same amount. Cash held for customers and customer account liabilities arise from a portion of our U.K. operations where we collect client funds and hold them for a short transient period before ultimately disbursing the amounts and settling the corresponding liability. Cash we hold on behalf of clients is segregated from our other corporate cash accounts and is not available for use by us other than to settle the corresponding client liability.
Marketable Securities
All marketable securities must be classified as one of the following: held to maturity, available for sale, or trading. At June 30, 2021, we held $10.2 million of marketable securities which consisted of U.S. corporate and government debt securities.
Our held to maturity investments, all of which mature within one year, are recorded at amortized cost and interest income is recognized in earnings when earned. The cost of securities sold is determined based on the specific identification method. At June 30, 2021 and 2020, the amortized cost of our held-to-maturity investments approximated their fair value.
Our securities classified as available for sale are recorded at fair value, with all unrealized gains or losses recorded as a component of accumulated other comprehensive income (loss). At June 30, 2021 and 2020, all of our available for sale securities had maturities of less than one year
55
| June 30, 2021 | June 30, 2020 | |||||||||||||||||||||||||||||||||||||
| Held to Maturity | Available for Sale | Total | Held to Maturity | Available for Sale | Total | |||||||||||||||||||||||||||||||||
| (in thousands) | ||||||||||||||||||||||||||||||||||||||
| Marketable securities: | ||||||||||||||||||||||||||||||||||||||
| Corporate and other debt securities | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||
| Total marketable securities | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||
All of our available for sale marketable securities are classified as current assets.
| At June 30, 2021 | At June 30, 2020 | |||||||||||||||||||||||||
| Less than 12 Months | ||||||||||||||||||||||||||
| Fair Value | Unrealized Loss | Fair Value | Unrealized Loss | |||||||||||||||||||||||
| (in thousands) | ||||||||||||||||||||||||||
| Government—U.S. | ( | ( | ||||||||||||||||||||||||
| Total | $ | $ | ( | $ | $ | ( | ||||||||||||||||||||
Sales of Investments
During fiscal year 2019, we liquidated a $0.4 million investment, received cash proceeds of $7.7 million and recorded a gain on sale of $7.3 million as a component of other income in our consolidated statement of comprehensive income (loss).
Concentration of Credit Risk
Financial instruments that potentially subject us to significant concentrations of credit risk consist of cash and cash equivalents and accounts receivable. We had approximately $130.6 million of cash and cash equivalents invested with eight financial institutions at June 30, 2021. Balances of cash and cash equivalents are typically in excess of any insurance, such as FDIC coverage, that may protect our deposits.
56
Accounts Receivable
Accounts receivable includes unbilled receivables of approximately $7.9 million and $6.5 million at June 30, 2021 and 2020, respectively. Unbilled receivables include revenues recognized for which billings have not yet been presented to the customers.
Property and Equipment
| Property, equipment, furniture, fixtures and vehicles | ||||||||
| Technical equipment | ||||||||
| Building (Theale, Reading, England) | ||||||||
| Leasehold improvements | Lower of estimated life or remaining lease term | |||||||
Periodically, we may assign a life outside of the general range of useful lives noted here if a particular asset’s estimated period of use falls outside of the normal range.
Goodwill and Other Intangible Assets
We initially record other acquired intangible assets at their estimated fair values and we review these assets periodically for impairment. Goodwill represents the excess of the purchase price over the fair value of identifiable tangible and intangible assets acquired and liabilities assumed in a business combination and is tested at least annually for impairment; historically during our fourth quarter.
Our specifically identifiable intangible assets consist principally of customer related assets and core technology and are reported net of accumulated amortization and are amortized over their estimated useful lives at amortization rates that are proportional to each asset’s estimated economic benefit. We review the carrying value of these intangible assets annually, or more frequently if indicators of impairment are present.
In performing our review of the recoverability of goodwill and other intangible assets we evaluate various qualitative factors, including whether there have been significant changes in legal factors or the overall business climate that could affect the underlying value of an asset. We also consider whether there is an expectation that the asset will be sold or disposed of before the end of its originally estimated useful life. In the case of goodwill, we estimate the fair value of the reporting unit to which the goodwill is assigned. If as a result of examining any of these factors we conclude that the carrying value of goodwill or any other intangible asset exceeds its estimated fair value or undiscounted cash flows, respectively, we will recognize an impairment charge.
Purchased software is classified as an intangible asset and is amortized on a straight-line basis over its estimated useful life, typically ranging from 3 to 5 years.
Shipping and Handling Costs
We expense all shipping, handling and delivery costs in the period incurred, generally as a component of other cost of revenues.
Commissions Expense
Substantially all software license commissions are earned in the month in which a customer order is received. Commissions associated with professional services are typically earned in the month that services are rendered. Commissions associated with post-contract customer support arrangements and subscription-based arrangements are typically earned when the customer is billed for the underlying contractual period or in the period the order is received. Commissions are normally paid within thirty days of the month in which they are earned. We capitalize commission costs in connection with obtaining a contract if the period of benefit is greater than a year and we expect to recover the costs through future contract revenues. We expense any capitalized costs ratably over the estimated period of benefit. Commission costs are recorded as a component of sales and marketing expense.
Research and Development Expenditures
Research and development costs incurred prior to the establishment of technological feasibility (for software to be sold, leased or otherwise marketed), or prior to application development (for internal-use software), are expensed as incurred and are reported as product development and engineering operating expenses in our statements of comprehensive income (loss).
57
Debt Issuance Costs
We incurred certain third party costs in connection with the Credit Facility, principally related to underwriting and legal fees. These costs are included in other assets on our consolidated balance sheets and are being amortized to interest expense ratably over the term of the Credit Facility.
Income Taxes and Income Tax Uncertainties
We recognize deferred tax assets and deferred tax liabilities based on the difference between the financial reporting and tax basis of the asset or liability, measured at tax rates that are expected to be in effect when the differences reverse. A valuation allowance to reduce the carrying value of deferred tax assets is recorded if, based on the weight of available evidence, it is more likely than not that some portion or all of the deferred tax assets will not be realized.
In respect of income tax uncertainties, we perform a two-step analysis for all tax positions. The first step involves an evaluation of the underlying tax position based solely on technical merits (such as tax law) and the second step involves measuring the tax position based on the probability of it being sustained in the event of a tax examination. We recognize tax benefits at the largest amount that we deem more likely than not will be realized upon ultimate settlement of any tax uncertainty. Tax positions that fail to qualify for recognition are recognized in the period in which the more-likely-than-not standard has been reached, when the tax positions are resolved with the respective taxing authority or when the statute of limitations for tax examination has expired.
We record any interest or penalties accruing in respect of uncertain tax positions as a component of income tax expense.
Share-Based Compensation
We recognize expense for the estimated fair value of our share-based compensation arrangements, net of estimated award forfeitures. The expense associated with share-based payment awards that vest based only on service conditions is generally recognized on a straight-line basis over the award’s vesting period. Expense associated with share-based payment awards that include a performance condition are not eligible for straight-line expense recognition and instead expense is recorded on an "accelerated attribution" model which treats each vesting tranche of an award as a separate award. This has the effect of recording more expense earlier in the life of an award. Further, for any performance award, expense is not recorded until the performance condition is probable of achievement. We reassess the probability of the performance conditions being achieved at each reporting date and adjust stock-based compensation accordingly.
Capitalized Software Costs
Capitalization of software development costs for software that is to be sold, leased or otherwise marketed begins upon the establishment of technological feasibility. The establishment of technological feasibility and the ongoing assessment of recoverability of capitalized software development costs requires considerable judgment by us with respect to certain factors including, but not limited to, determining which projects and development activities within those projects qualify for capitalization, anticipated future revenues, estimated economic life, and changes in software and hardware technologies. Amortization of capitalized costs commence on the date of general release of the software using the greater of the straight-line method over the estimated useful life or the ratio of revenue in the period to total expected revenues over the product’s expected useful life. Capitalized software development costs are normally amortized over an estimated useful life of 5 years once the product is available for general use. For the fiscal years ended June 30, 2021, 2020 and 2019, we capitalized $3.0 million, $3.0 million and $3.7 million, respectively, and recorded amortization expense of $4.8 million, $4.0 million and $3.8 million, respectively, of software development costs, excluding software developed for internal use. At June 30, 2021 and 2020, the net carrying value of capitalized software excluding software developed for internal use, which is included in intangible assets, net on our consolidated balance sheets, was $10.4 million and $12.2 million, respectively.
We capitalize certain development costs associated with internal use software incurred during the application development stage. We expense costs associated with preliminary project phase activities, training, maintenance and any post-implementation costs as incurred. For the fiscal years ended June 30, 2021, 2020 and 2019, we capitalized $14.0 million (includes amounts capitalized during the period and the impact of foreign exchange rate changes), $11.9 million and $10.4 million, respectively, of internal use software development costs associated with our SaaS-based technology platforms. Capitalized internal use software costs are normally amortized over estimated useful lives ranging from 3 to 5 years once the related project is ready for its intended use. For the fiscal years ended June 30, 2021, 2020 and 2019, we recorded amortization expense of $8.4 million, $7.2 million and $6.1 million, respectively, of capitalized internal use software costs associated with our SaaS-based technology platforms. At June 30, 2021 and 2020, the net carrying value of capitalized internal use software associated with our SaaS-based technology platforms, which is included in intangible assets, net on our consolidated balance sheets, was $31.3 million and $25.7 million, respectively.
Earnings per Share
We report both basic and diluted earnings per share. Basic earnings per share is calculated based on the weighted average number of shares of common stock outstanding and excludes the dilutive effect of warrants, stock options or any other type of convertible securities. Diluted earnings per share is calculated based on the weighted average number of shares of common stock outstanding and the dilutive effect of stock options, warrants and other types of convertible securities are included in the calculation.
58
Comprehensive Income or Loss
Comprehensive income or loss includes all changes in equity during a period from non-owner sources, such as net income or loss, foreign currency translation adjustments, certain pension adjustments, unrealized gains and losses on available for sale securities and unrealized gains and losses on our interest rate hedging transactions.
Note 3—Recent Accounting Pronouncements
Recently Adopted Pronouncements
Financial Instruments - Credit Losses: In June 2016, the Financial Accounting Standards Board (FASB) issued an accounting standard update that replaces the incurred loss impairment model with an expected loss model for financial assets held at amortized cost, eliminates the concept of other-than-temporary impairment and requires credit losses associated with available-for-sale debt securities to be recorded through an allowance rather than a reduction in the amortized cost basis of the security. The changes are expected to result in earlier recognition of credit losses associated with financial assets, including trade accounts receivable. We adopted this standard on July 1, 2020, on a modified retrospective basis, with the cumulative-effect accounting consequence recorded as an adjustment to the opening balance of accumulated deficit as of the effective date. The adoption of this standard did not have a material impact on our financial statements.
Goodwill Impairment: In January 2017, the FASB issued an accounting standard update to simplify the test for goodwill impairment which removes the requirement to compare the carrying value of goodwill against its implied fair value. Under the revised standard, an entity will perform its annual or interim goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount and recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value. The loss should not exceed the total amount of goodwill allocated to the reporting unit. We adopted this standard on July 1, 2020 and the adoption of this standard did not have a material impact on our financial statements.
Income Taxes: In December 2019, the FASB issued an accounting standard update related to simplifying the accounting for income taxes by eliminating certain exceptions related to intraperiod tax allocations, basis differences for changes in ownership interest in equity method investments and the calculation of interim period income tax. The standard also simplifies other aspects of accounting for taxes. We adopted this standard on July 1, 2020 and the adoption did not have a material impact on our financial statements.
Accounting Pronouncements to be Adopted
Interest Rate Reform: In March 2020, the FASB issued an accounting standard update to address financial reporting related to the transition from the London Interbank Offered Rate (LIBOR) to alternative reference rates. The standard provides optional expedients and exceptions to existing guidance for the accounting of contracts and hedging relationship modified as a result of reference rate reform. We may elect to apply the standard prospectively to contracts modified on or before December 31, 2022. We are currently evaluating the impact the adoption of this standard will have on our financial statements.
Note 4—Revenue Recognition
Significant Accounting Policy
We generate revenue from the sale of SaaS solutions that can include both fixed and usage-based fees, perpetual and term software licenses, professional services such as consulting and implementation services and software support and maintenance. We recognize revenue as we transfer goods and services to customers at amounts we expect to receive as consideration under enforceable contractual arrangements. Revenue is recognized as we satisfy contractual performance obligations which can occur either at a point in time or over time. For perpetual and term software licenses that do not involve significant customization and for equipment and supplies sales, we normally record revenue at a point in time. For professional services, support and maintenance, stand-ready performance obligations with respect to our SaaS solutions and software licenses that are dependent on significant customization by us we normally record revenue over time.
We recognize revenue according to a five step model that involves:
•Identifying the contract (or contracts) with a customer;
•Identifying the performance obligations in the contract(s);
•Determining the transaction price;
•Allocating the transaction price to the contractual performance obligations, and
•Recognizing revenue as we satisfy the performance obligations.
59
We consider a contract to exist when we have legally enforceable rights and obligations with a customer. Our contracts can take a variety of forms but are normally in writing and include all major commercial terms such as the goods or services we will be obligated to transfer under the arrangement, the amount the customer is obligated to pay us upon fulfillment of our obligations and the payment terms. Our contracts do not contain a financing component.
Performance obligations in a contract are accounted for separately if they are determined to be distinct. We consider a performance obligation to be distinct if that good or service is separately identified from other items in the contract and if the customer can benefit from that performance obligation on its own or together with resources that are readily available to the customer. In assessing whether a customer can benefit from a performance obligation on its own, we consider factors such as the interdependency or interrelationship of the item with other goods or services in the contract, the complexity of any required integration or customization and the ability of the customer’s personnel or other third party providers to fulfill like goods or services. If a particular good or service is not considered to be distinct, it is combined with other performance obligations in the arrangement and revenue is recognized as the combined performance obligation is transferred to the customer.
The transaction price is the amount of consideration we expect to be entitled to under a contract upon fulfillment of the performance obligations. The starting point for estimating the transaction price is the selling price stipulated in the contract, however we include in the determination of the overall transaction price an estimate of variable consideration to the extent it is probable that it will not result in a significant future reversal of revenue. Variable consideration can arise in our arrangements as a result of usage-based fees. For contracts with a long period over which usage-based fees can occur, or in contracts with customers with whom we do not have a reasonable operating history, we often constrain the amount of variable consideration included in the transaction price. We update our estimate of variable consideration at the end of each financial reporting period, including interim periods. We exclude from the determination of the transaction price sales and other taxes we bill to and collect from customers and remit to government authorities. Shipping and handling activities performed after the customer has obtained control of the good or service is accounted for as a fulfillment activity.
The transaction price is allocated to contractual performance obligations on a relative standalone selling price basis. We normally estimate standalone selling price using the adjusted market approach, maximizing the use of observable inputs and other factors that can include: the price we charge when we sell an item separately, our internal price lists and internal pricing guidelines, cost of delivering the item and overall gross margin expectations and information about the customer or class of customer. Revenue is recorded, either at a point in time or over time, as we satisfy the performance obligations in a contract.
Nature of Goods and Services
Subscriptions: We generate subscription revenue through the provision of SaaS solutions which can include contractually fixed revenue amounts as well as usage-based fees. Our SaaS arrangements consist of an obligation for us to provide continuous access to a technology solution that we host, which we account for as a stand-ready performance obligation. These contracts may also include variable pricing or incremental fees based on customer processing, usage or volume. We recognize revenue for fixed subscription fees ratably over the non-cancelable term of the contract, commencing on the date the customer has access to the solution. In circumstances where we meet certain requirements to allocate variable consideration to a distinct service within a series of related services, we allocate variable consideration to each distinct period of service within the series. If we do not meet those requirements, we include an estimate of variable consideration in the transaction price and recognize it ratably over the non-cancelable term of the contract.
For certain of our SaaS solutions, customers may be charged a fee for implementation services. In determining whether the implementation services are distinct from the hosting services we consider various factors, including the level of customization, complexity of the integration, the interdependency and interrelationship between the implementation services and the hosting services and the ability (or inability) of the customer's personnel or other service providers to perform the services. We have concluded that the implementation services in our hosting arrangements with multiple performance obligations are not distinct and therefore we recognize fees for implementation services ratably over the non-cancelable term of the hosting contract.
We license software on a subscription basis under contractual arrangements where customers pay a specified fee, inclusive of support and maintenance, for a time-based license right to use our software. These fees recur periodically unless the customer opts to cancel their subscription arrangement with us. These contracts typically contain two distinct performance obligations: the software license and support and maintenance. The portion of the transaction price allocated to the license right is recognized at the point in time in which we have provided the customer access to the intellectual property and the license term has commenced. The portion of the transaction price allocated to support and maintenance is recognized ratably over the non-cancelable contract term.
Software Licenses: Software licenses revenue reflects fees we charge to license software on a perpetual basis. For software licenses that do not include significant customization we recognize revenue at the point in time where the customer has obtained access to the intellectual property and the license period has commenced.
Periodically our software arrangements require significant customization and modification and involve extended implementation periods. In these arrangements the professional services and software license are highly interdependent and we treat the software license and professional services as a combined performance obligation. We recognize revenue for the combined performance obligation over time and measure progress to completion based on labor hours incurred as a percentage of total expected labor hours.
60
We believe the use of labor hours as an input measure provides a faithful depiction of the transfer of goods and services under these contracts.
Support and Maintenance: Our software licenses are generally sold with post-contract support which is comprised of technical support and unspecified software upgrades. Unspecified upgrades refer to software upgrades which we make available at our discretion and from time-to-time, on a “when and as available” basis. We account for post-contract support as a stand-ready performance obligation and recognize revenue ratably over the non-cancelable contract term which is typically one year.
Professional Services: Our professional services revenue is normally comprised of implementation, consulting and training services. Except for professional service performance obligations that form part of an overall, highly customized arrangement, our professional services typically represent distinct performance obligations and revenue is recognized as the services are performed.
Other: Other revenue is derived from the sale of equipment and supplies and is recognized at the point in time control transfers to the customer.
Remaining Performance Obligations
The transaction price allocated to remaining performance obligations that are unsatisfied, or partially unsatisfied, as of June 30, 2021 and June 30, 2020 represents contracted revenue that will be recognized in future periods. Our future performance obligations consist primarily of SaaS-based subscription obligations relating to future periods, contracted but uncompleted professional services obligations and support and maintenance obligations. The amount of revenue recognized from performance obligations satisfied in prior periods was not significant during each of the twelve months ended June 30, 2021 and June 30, 2020.
Revenue allocated to remaining performance obligations was $439 million as of June 30, 2021 of which we expect to recognize approximately $182.4 million over the next twelve months and the remainder thereafter. We exclude from our measure of remaining performance obligations amounts related to royalty based transactions and future transactional or usage-based fees for which the value of services transferred to the customer will correspond to the amount we will invoice for those services.
Contract Assets and Liabilities
| June 30, | June 30, | |||||||||||||||||||
| 2021 | 2020 | $ Change | ||||||||||||||||||
| (in thousands) | ||||||||||||||||||||
| Accounts receivable | $ | $ | $ | |||||||||||||||||
| Contract assets | ||||||||||||||||||||
| Deferred revenue | ||||||||||||||||||||
Accounts receivable include amounts related to our contractual right to consideration for both completed and partially completed performance obligations that may not have been invoiced. Contract assets arise when we recognize revenue in excess of the amount billed to the customer and the right to payment is contingent on conditions other than simply the passage of time, such as the completion of a related performance obligation. Contract assets are classified in our consolidated balance sheets as other current assets for those contract assets with amortization periods of one year or less and other assets for contract assets with amortization periods greater than one year. Deferred revenue consists of billings to or payments from customers in excess of amounts recognized as revenue.
The increase in accounts receivable at June 30, 2021 as compared to June 30, 2020 reflects the impact of increased subscription revenue in our Cloud Solutions segment.
The increase in contract assets at June 30, 2021 as compared to June 30, 2020 reflects the increased growth in subscription revenue in our Banking Solutions segment.
The increase in deferred revenue at June 30, 2021 as compared to June 30, 2020 reflects the increase in subscription growth driven by our Cloud Solutions segment.
For the fiscal years ended June 30, 2021 and June 30, 2020, we recognized $87.7 million and $79.7 million, respectively, in revenue from amounts that were included in deferred revenue as of June 30, 2020 and July 1, 2019, respectively.
61
Contract Costs
We capitalize incremental costs incurred in connection with obtaining a contract if they have a period of benefit that is greater than one year and we expect to recover the costs through future contract revenues. Incremental costs incurred to obtain a contract relate to sales commissions. We also capitalize costs incurred in fulfilling a contract when the costs relate directly to a specifically identifiable customer contract, when the costs generate or enhance resources that we will use to satisfy performance obligations in the future and when the costs are expected to be recovered through future contract revenues. At June 30, 2021 capitalized costs to obtain a contract and capitalized fulfillment costs totaled $10.1 million and $18.4 million, respectively. At June 30, 2020, capitalized costs to obtain a contract and capitalized fulfillment costs totaled $7.6 million and $18.5 million, respectively.
Capitalized costs are amortized on a basis consistent with the transfer of the goods or services to which the asset relates. This results in capitalized costs being recognized on a ratable basis over the estimated period of future benefit, which is generally five years . We estimate the future period of benefit considering the current contract term, the impact of estimated customer renewal terms and the estimated life of the technology solution underlying the contracts. Amortization expense associated with costs of obtaining and costs of fulfilling a contract was $2.5 million and $5.3 million, respectively, for the fiscal year ended June 30, 2021, and $2.0 million and $4.9 million, respectively, for the fiscal year ended June 30, 2020. Amortization expense associated with costs of obtaining and costs of fulfilling a contract were recorded as components of sales and marketing expense and cost of revenues, respectively, in our consolidated statement of comprehensive income (loss).
Note 5—Fair Value
Fair Value of Assets and Liabilities
We measure fair value at the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. In determining fair value, the assumptions that market participants would use in pricing an asset or liability (the inputs) are based on a tiered fair value hierarchy consisting of three levels, as follows:
Level 1: Observable inputs such as quoted prices for identical assets or liabilities in active markets.
Level 2: Other inputs that are observable directly or indirectly, such as quoted prices for similar instruments in active markets or for similar markets that are not active.
Level 3: Unobservable inputs for which there is little or no market data and which require us to develop our own assumptions about how market participants would price the asset or liability.
Valuation techniques for assets and liabilities include methodologies such as the market approach, the income approach or the cost approach, and may use unobservable inputs such as projections, estimates and management’s interpretation of current market data. These unobservable inputs are only utilized to the extent that observable inputs are not available or cost-effective to obtain.
| June 30, 2021 | June 30, 2020 | |||||||||||||||||||||||||||||||||||||||||||||||||
| Fair Value Measurements Using Input Types | Fair Value Measurements Using Input Types | |||||||||||||||||||||||||||||||||||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total | Level 1 | Level 2 | Level 3 | Total | |||||||||||||||||||||||||||||||||||||||||||
| (in thousands) | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Assets | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Money market funds (cash and cash equivalents) | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||
| Available for sale securities - Debt | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Government - U.S. | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Total available for sale securities | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||
| Other investments (long term) | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||
| Total assets | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||
| Liabilities | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Short-term derivative interest rate swap | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||
| Long-term derivative interest rate swap | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||
| Total liabilities | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||
62
Fair Value of Financial Instruments
We have certain financial instruments which consist of cash and cash equivalents, cash held for customers, marketable securities, accounts receivable, contract assets, equity securities, accounts payable, customer account liabilities, derivative interest rate swaps and debt drawn on our Credit Facility. Fair value information for each of these instruments is as follows:
• Cash and cash equivalents, cash held for customers, accounts receivable, contract assets, accounts payable and customer account liabilities fair values approximate their carrying values, due to the expected duration of these instruments.
• Marketable securities classified as held to maturity, all of which mature within one year, are recorded at amortized cost, which at June 30, 2021 and June 30, 2020, approximated fair value.
• Marketable debt securities classified as available for sale are recorded at fair value. Unrealized gains and losses are included as a component of other accumulated comprehensive loss in stockholders’ equity, net of tax. We use the specific identification method to determine any realized gains or losses from the sale of our marketable debt securities classified as available for sale.
•The fair value of our derivative interest rate swaps is based on the present value of projected cash flows that will occur over the life of the instruments, after considering certain contractual terms of the arrangements and counterparty credit risk.
• We hold certain other investments accounted for at fair value. The fair value of these investment was $2.0 million and $1.6 million at June 30, 2021 and June 30, 2020, respectively. We also have investments for which there is no readily determinable fair value. The carrying value of these investments was $12.0 million and $0.5 million at June 30, 2021 and June 30, 2020, respectively, and they are reported as a component of our other assets. These investments are recorded at cost, less impairment (if any) plus or minus adjustments for observable price changes.
• We have borrowings of $130 million against our Credit Facility. The fair value of these borrowings, which are classified as Level 2, approximates their carrying value at June 30, 2021, as the instrument carries a variable rate of interest which reflects current market rates.
Note 6—Acquisitions
Current Year Activity
TreasuryXpress
On January 13, 2021, we acquired French-headquartered TreasuryXpress Holding SAS (TX) for a total purchase price of $31.9 million in cash. Additionally, we issued 66,403 shares of our common stock to certain selling stockholders of TX with vesting conditions tied to continued employment with us. These shares are compensatory and we will record share-based payment expense over their vesting period of five years .
We are still obtaining fair value estimates for the intangible assets acquired. In the preliminary allocation of the purchase price, we recorded $21.2 million of goodwill. The goodwill is not deductible for tax purposes and arose principally due to the anticipated future benefits arising from the acquisition. Identifiable intangible assets of $16.1 million consisting of acquired technology, customer related assets and a trade name are being amortized over a weighted average estimated useful life of 10 years.
Our acquisition of TX, a leading provider of cloud-based treasury management solutions for corporations and banks around the world, extended our geographic presence in France, the United States and the Middle-East. The operating results of TX have been included as a component of our Cloud Solutions segment from the acquisition date forward and all goodwill was allocated to this segment. TX operating results did not have a material impact on our revenue or net loss and acquisition related costs were approximately $1.6 million and were recorded as a component of general and administrative expenses.
AnaSys AG
In July 2020 we acquired Switzerland-based AnaSys AG (AnaSys) for a total purchase price of $13.9 million. The purchase price consisted of a cash payment of 5.2 million Swiss Francs (approximately $5.7 million based on the foreign exchange rate in effect at the acquisition date) and 166,393 shares of our common stock valued at $8.2 million on the closing date of the transaction. Additionally, we issued 28,000 shares of our common stock to certain selling stockholders of AnaSys with vesting conditions tied to continued employment with us. These shares are compensatory and we are recording share-based payment expense over their vesting period of five years .
In the allocation of the purchase price, we recorded $10.7 million of goodwill, $6.3 million of identifiable intangible assets and a $2.8 million postretirement liability. The goodwill is not deductible for income tax purposes and arose principally due to the anticipated future benefits arising from the acquisition. Identifiable intangible assets consist of customer and technology related assets and are being amortized over a weighted average estimated useful life of 13 years.
Our acquisition of AnaSys, a provider of financial messaging solutions, extended our geographic presence in Switzerland and Germany and expanded our customer base. The operating results of AnaSys are a component of our Cloud Solutions segment from the
63
date of the acquisition forward and all goodwill was allocated to this segment. AnaSys operating results did not have a material impact on our revenue or net loss and acquisition related costs were approximately $0.3 million and were recorded as a component of general and administrative expenses.
FMR Systems, Inc.
In July 2020, we acquired customer assets and intellectual property from FMR Systems, Inc (FMR), a small corporate and commercial onboarding software provider, for a cash payment of $2.0 million and contingent future cash payments of up to $0.3 million. We will leverage FMR's technology to build a next generation commercial onboarding product.
In the allocation of the purchase price, we recorded $1.0 million of goodwill. The goodwill is deductible for income tax purposes and arose principally due to the anticipated future benefits arising from the acquisition. Identifiable intangible assets of $1.7 million, consisting primarily of technology related assets, are being amortized over a weighted average estimated useful life of 9 years. FMR's operating results are included in our Banking Solutions segment from the acquisition date forward and all goodwill was allocated to this segment. FMR's operating results did not have a material impact on our revenue or net loss and acquisition related costs were not material.
Prior Year Activity
Note 7—Property and Equipment
| June 30, | ||||||||||||||
| 2021 | 2020 | |||||||||||||
| (in thousands) | ||||||||||||||
| Land | $ | $ | ||||||||||||
| Building and improvements | ||||||||||||||
| Furniture and fixtures | ||||||||||||||
| Technical equipment | ||||||||||||||
| Motor vehicles | ||||||||||||||
| Total property and equipment, gross | ||||||||||||||
| Less: Accumulated depreciation | ||||||||||||||
| Total property and equipment, net | $ | $ | ||||||||||||
As of June 30, 2021 and 2020, accrued capital expenditures were $0.2 million and $2.5 million, respectively, and represent non-cash investing activity.
Note 8—Goodwill and Other Intangible Assets
We performed our annual goodwill impairment test during the fourth quarter of fiscal years 2021 and 2020. Based on these reviews, we concluded that there was no goodwill impairment.
There can be no assurance that there will not be impairment charges in future periods as a result of future impairment reviews. To the extent that future impairment charges occur it would likely have a material impact on our financial results. At June 30, 2021, the carrying value of goodwill for all of our reporting units was $246.7 million.
64
| As of June 30, 2021 | ||||||||||||||||||||||||||
| Gross Carrying Amount | Accumulated Amortization | Net Carrying Value | Weighted Average Remaining Life | |||||||||||||||||||||||
| (in thousands) | (in years) | |||||||||||||||||||||||||
| Amortized intangible assets: | ||||||||||||||||||||||||||
| Customer related | $ | $ | ( | $ | ||||||||||||||||||||||
| Core technology | ( | |||||||||||||||||||||||||
| Other intangible assets | ( | |||||||||||||||||||||||||
| Capitalized software development costs | ( | |||||||||||||||||||||||||
Software (1) | ( | |||||||||||||||||||||||||
| Total | $ | $ | ( | $ | ||||||||||||||||||||||
| Unamortized intangible assets: | ||||||||||||||||||||||||||
| Goodwill | ||||||||||||||||||||||||||
| Total intangible assets | $ | |||||||||||||||||||||||||
| As of June 30, 2020 | ||||||||||||||||||||||||||
| Gross Carrying Amount | Accumulated Amortization | Net Carrying Value | Weighted Average Remaining Life | |||||||||||||||||||||||
| (in thousands) | (in years) | |||||||||||||||||||||||||
| Amortized intangible assets: | ||||||||||||||||||||||||||
| Customer related | $ | $ | ( | $ | ||||||||||||||||||||||
| Core technology | ( | |||||||||||||||||||||||||
| Other intangible assets | ( | |||||||||||||||||||||||||
| Capitalized software development costs | ( | |||||||||||||||||||||||||
Software (1) | ( | |||||||||||||||||||||||||
| Total | $ | $ | ( | $ | ||||||||||||||||||||||
| Unamortized intangible assets: | ||||||||||||||||||||||||||
| Goodwill | ||||||||||||||||||||||||||
| Total intangible assets | $ | |||||||||||||||||||||||||
——————
(1) Software includes purchased software and software developed for internal use.
| Acquired Intangible Assets | Capitalized Software Development Costs | Software | ||||||||||||||||||
| (in thousands) | ||||||||||||||||||||
| 2022 | $ | $ | $ | |||||||||||||||||
| 2023 | ||||||||||||||||||||
| 2024 | ||||||||||||||||||||
| 2025 | ||||||||||||||||||||
| 2026 | ||||||||||||||||||||
| 2027 and thereafter | ||||||||||||||||||||
Each period, for capitalized software development costs, we evaluate whether amortization expense using a ratio of revenue in the period to total expected revenue over the product’s expected useful life would result in greater amortization than as calculated under a straight-line methodology and, if that were to occur, amortization in that period would be accelerated accordingly.
65
| Cloud Solutions | Banking Solutions | Payments and Documents | Other | Total | ||||||||||||||||||||||||||||
| (in thousands) | ||||||||||||||||||||||||||||||||
Balance at June 30, 2019 (1) | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
Goodwill acquired during the period (2) | ||||||||||||||||||||||||||||||||
| Goodwill reclassified as a result of segment reorganization | ( | |||||||||||||||||||||||||||||||
| Impact of foreign currency translation | ( | ( | ||||||||||||||||||||||||||||||
Balance at June 30, 2020 (1) | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Goodwill acquired during the period | ||||||||||||||||||||||||||||||||
| Impact of foreign currency translation | ||||||||||||||||||||||||||||||||
Balance at June 30, 2021 (1) | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
——————
(1) Other goodwill balance is net of $7.5
(2) Reflects the reallocation of amounts to Goodwill in the final purchase price allocation of BankSight Software Systems, Inc.
Note 9—Accrued Expenses and Other Current Liabilities
| June 30, | ||||||||||||||
| 2021 | 2020 | |||||||||||||
| (in thousands) | ||||||||||||||
| Employee compensation and benefits | $ | $ | ||||||||||||
| Operating lease liabilities | ||||||||||||||
| Accrued customer rebates | ||||||||||||||
| Accrued capital expenditures | ||||||||||||||
| Sales and value added taxes | ||||||||||||||
| Professional fees | ||||||||||||||
| Accrued income taxes payable | ||||||||||||||
| Accrued interest | ||||||||||||||
| Other | ||||||||||||||
| Total accrued expenses and other current liabilities | $ | $ | ||||||||||||
Note 10—Commitments and Contingencies
Leases
We determine if any arrangement is, or contains, a lease at its inception based on whether or not we have the right to control the asset during the contract period. We are a lessee in any lease contract when we obtain the right to control the asset.
We determine the lease term by assuming the exercise of renewal options that are reasonably certain to be exercised. Leases with a lease term of a year or less at inception are not reflected in our balance sheet and those lease costs are expensed on a straight-line basis over the respective term. Leases with a term greater than a year are reflected as non-current right of use (ROU) assets and current and non-current lease liabilities in our consolidated balance sheets. Current lease liabilities are classified as a component of accrued expenses and other current liabilities.
As the implicit interest rate in our leases is generally not known, we use our incremental borrowing rate as the discount rate for purposes of determining the present value of our lease liabilities. Our determination of the incremental borrowing rate takes into consideration the expected term of the lease, the effect of the currency in which the lease is denominated and the rate of interest we would expect to incur on a collateralized debt instrument.
When our contracts contain lease and non-lease elements, we account for both as a single lease component.
66
We lease our principal office facility in Portsmouth, NH under a non-cancelable operating lease expiring in December, 2034 . We have two five-year options to further extend the term of this lease. Rent expense is fixed for the base term of the lease and we are required to pay certain incremental operating costs above the base rent.
We lease office space in cities worldwide under facility leases that expire at various dates. We are typically required to pay certain incremental operating costs above the base rent for our facility leases. Our leases may include periodic payment adjustments based on changes in applicable price indexes. To the extent the adjustment is considered a fixed payment it is included in the measurement of the ROU asset and lease liability, otherwise it is recognized in the period incurred. We also have a variety of data center locations and, to a lesser extent, vehicle and equipment leases. Our facility leases represent the substantial majority of our operating leases and often include renewal options that we can exercise unilaterally. At June 30, 2021, renewal options ranged from 3 months to 10 years and we had no material finance leases.
Additional information of our lease activity, as of and for the twelve months ended June 30, is as follows:
| For the twelve months ended | ||||||||||||||
| Operating leases: | 2021 | 2020 | ||||||||||||
| (in thousands) | ||||||||||||||
| Operating lease cost | $ | $ | ||||||||||||
| Short-term lease cost | ||||||||||||||
| Variable lease cost | ||||||||||||||
| Sublease income | ( | ( | ||||||||||||
| Total lease cost | $ | $ | ||||||||||||
| For the twelve months ended | ||||||||||||||
| 2021 | 2020 | |||||||||||||
| (in thousands) | ||||||||||||||
| Cash paid for amounts included in the measurement of lease liabilities | $ | $ | ||||||||||||
| Right-of-use assets obtained in exchange for lease obligations | $ | $ | ||||||||||||
| June 30, | ||||||||||||||
| 2021 | 2020 | |||||||||||||
| (in thousands) | ||||||||||||||
| Right-of-use assets, net | $ | $ | ||||||||||||
| Operating lease liabilities, non-current | ||||||||||||||
| Total operating lease liabilities | $ | $ | ||||||||||||
| Weighted average discount rate | % | % | ||||||||||||
| Weighted average remaining lease term | ||||||||||||||
——————
(1) Included as a component of accrued expenses and other current liabilities.
67
Remaining maturities of lease liabilities at June 30, 2021 were as follows:
| Operating Leases | ||||||||
| For the year ending June 30, | (in thousands) | |||||||
| 2022 | ||||||||
| 2023 | ||||||||
| 2024 | ||||||||
| 2025 | ||||||||
| 2026 | ||||||||
| Thereafter | ||||||||
| Total lease payments | ||||||||
| Less imputed interest | ( | |||||||
| Total lease liabilities | $ | |||||||
During the fiscal year ended June 30, 2021, we amended the lease on our corporate headquarters to obtain additional space and extend the lease term. The increase in our ROU assets and lease liabilities for the fiscal year ended June 30, 2021, was primarily due to this amendment.
As of June 30, 2021, we had additional operating leases that had not yet commenced of $2.8 million. These operating leases will commence in fiscal year 2022 and have a lease term between 24 months to 13 years.
During fiscal year 2021, we exited six facilities and recorded an impairment of $2.8 million in ROU assets, which was recorded as a component of general and administrative expenses.
Prior to the adoption of the new lease accounting standard, rent expense, including the effects of rent escalation clauses or certain landlord concessions, was recognized on a straight-line basis over the lease term. Rent expense, net of sublease income, for the fiscal year ended June 30, 2019 was $6.3 million.
Long Term Service Arrangements
We have entered into service agreements with initial minimum commitments ranging between and four years that expire between the fiscal years 2022 and 2025 , primarily for software licenses, hosting services and disaster recovery services. In addition to the base terms, we have certain options to extend the terms of the service agreements. Payments are fixed for the initial terms and are subject to increase in the event that we elect to extend the service.
| (in thousands) | ||||||||
| 2022 | $ | |||||||
| 2023 | ||||||||
| 2024 | ||||||||
| 2025 | ||||||||
| $ | ||||||||
Legal Matters
We are, from time to time, a party to legal proceedings and claims that arise out of the ordinary course of our business. We are not currently a party to any material legal proceedings.
Note 11—Indebtedness
Credit Agreement
We are party to a credit agreement with Bank of America, N.A. and certain other lenders (the Credit Agreement) that provides for a revolving credit facility in the amount of up to $300 million (the Credit Facility) and that expires in July 2023. We have the right to request an increase of the aggregate commitments under the Credit Facility by up to $150 million, subject to specified conditions. At June 30, 2021, we owed $130 million under the Credit Facility.
68
Borrowings under the Credit Facility may be used for lawful corporate purposes of Bottomline and its subsidiaries, including acquisitions, share buybacks, capital expenditures, the repayment or refinancing of indebtedness and general corporate purposes. The Credit Facility is available for the issuance of up to $20 million of letters of credit and up to $20 million of swing line loans.
The Credit Agreement contains customary representations, warranties and covenants, including, but not limited to, material adverse events, specified restrictions on indebtedness, liens, investments, acquisitions, sales of assets, dividends and other restricted payments, and transactions with affiliates. We are required to comply with (a) a maximum consolidated net leverage ratio of 3.50 to 1.00 and (b) a minimum consolidated interest coverage ratio of 3.00 to 1.00. The Credit Agreement also contains customary events of default and related cure provisions. As of June 30, 2021, we were in compliance with all covenants.
The Credit Agreement is guaranteed by us (as borrower) and certain of our existing and future domestic material restricted subsidiaries (the Guarantors) and is secured by substantially all of our domestic assets and those of the Guarantors, including a pledge of all of the shares of capital stock of the Guarantors and 65 % of the shares of the capital stock of our first-tier foreign subsidiaries or those of any Guarantor, in each case subject to certain exceptions as set forth in the Credit Agreement. The collateral does not include, among other things, any real property or the capital stock or any assets of any unrestricted subsidiary.
Note 12—Derivative Instruments
Cash Flow Hedges
Interest Rate Swap Agreements
We utilize interest rate swap agreements to hedge our exposure to interest rate risk. At June 30, 2021, we had two outstanding interest rate swap agreements with notional values of $100 million and $80 million.
The notional value of each interest rate swap agreement is expected to match the corresponding principal amount of a portion of our borrowings under the Credit Facility.
The $100 million notional value agreement is effective as of December 1, 2017 and expires on December 1, 2021. During this period, the notional amount will have a fixed interest rate of 1.9275 % and Citizens Bank, National Association, as counterparty to the agreement, will pay us interest at a floating rate based on the 1 month USD-LIBOR-BBA swap rate on the notional amount. Interest payments are made quarterly on a net settlement basis.
The $80 million notional value agreement is effective as of December 1, 2021 and expires on July 16, 2023. During this period, the notional amount will have a fixed interest rate of 2.125 % and Bank of America, N.A., as counterparty to the agreement, will pay us interest at a floating rate based on the 1-month USD-LIBOR-BBA swap rate on the notional amount. Interest payments will be made monthly on a net settlement basis.
We designated the interest rate swaps as hedging instruments and they qualified for hedge accounting upon inception and at June 30, 2021. To continue to qualify for hedge accounting, the instruments must retain a “highly effective” ability to hedge interest rate risk for borrowings under the Credit Facility. We are required to test hedge effectiveness at the end of each financial reporting period. If a derivative qualifies for hedge accounting, changes in fair value of the hedge instrument are recognized in accumulated other comprehensive income (loss) and subsequently reclassified into earnings in the period that the hedged transaction affects earnings. The reclassification into earnings is recorded as a component of interest expense. If the instrument were to lose some or all of its hedge effectiveness, changes in fair value for the “ineffective” portion of the instrument would be recorded immediately in earnings.
| Description | Balance Sheet Location | June 30, 2021 | June 30, 2020 | |||||||||||||||||
| Derivative interest rate swaps | (in thousands) | |||||||||||||||||||
| Short-term derivative liability | Accrued expenses and other current liabilities | $ | $ | |||||||||||||||||
| Long-term derivative liability | Other liabilities | $ | $ | |||||||||||||||||
The following table presents the effect of the derivative interest rate swaps in our consolidated statement of comprehensive income (loss) for the fiscal years ended June 30, 2021 and June 30, 2020.
| Gain (Loss) in AOCI June 30, 2020 | Amount of Gain (Loss) Recognized in OCI on Derivative Instruments (Effective Portion) | Amount of (Gain) Loss Reclassified from AOCI into Net Loss (Effective Portion) (1) | Gain (Loss) in AOCI June 30, 2021 | |||||||||||||||||||||||
| (in thousands) | ||||||||||||||||||||||||||
| Derivative interest rate swaps | $ | ( | $ | $ | $ | ( | ||||||||||||||||||||
69
| Gain (Loss) in AOCI June 30, 2019 | Amount of Gain (Loss) Recognized in OCI on Derivative Instruments (Effective Portion) | Amount of (Gain) Loss Reclassified from AOCI into Net Loss (Effective Portion) (1) | Gain (Loss) in AOCI June 30, 2020 | |||||||||||||||||||||||
| (in thousands) | ||||||||||||||||||||||||||
| Derivative interest rate swaps | $ | ( | $ | ( | $ | $ | ( | |||||||||||||||||||
——————
(1) Recorded as interest income (expense) within other expense, net in our consolidated statements of comprehensive income (loss).
During the twelve months ended June 30, 2021, we concluded that no portion of the hedges was ineffective.
We expect to reclassify approximately $1.7 million of this unrealized loss from accumulated other comprehensive loss to earnings over the next twelve months.
Note 13—Postretirement and Other Employee Benefits
Defined Contribution Pension Plans
We have a 401(k) Plan (the Plan), whereby eligible U.S. employees may contribute up to 60 % of their eligible compensation, subject to limitations established by the Internal Revenue Code. We may contribute a discretionary matching contribution annually equal to 50 % of each such participant’s contribution to the Plan up to the first 5 % of their annual eligible compensation. We recognized approximately $3.0 million, $2.7 million and $2.4 million in expense in the fiscal years ended June 30, 2021, 2020 and 2019, respectively, associated with our matching contribution for those years.
We have a Group Personal Pension Plan (GPPP) for employees in the UK, whereby eligible employees may contribute a portion of their compensation, subject to their age and other limitations established by HM Revenue & Customs. We contribute 4 % of the employee’s annual compensation as long as the individual contributes a minimum of 1 % of their annual compensation to the GPPP. We charged approximately $1.8 million, $1.5 million and $2.0 million to expense in the fiscal years ended June 30, 2021, 2020 and 2019, respectively, under the GPPP.
We have a GPPP related Swiss employees, governed by local regulatory requirements. We contributed approximately $2.2 million, $1.9 million and $1.7 million in the fiscal years ended June 30, 2021, 2020 and 2019, respectively, under the GPPP.
We have a retirement contribution plan with respect to our employees in Israel (Israel plan) under which we contribute 6.5 % of each eligible employee’s annual compensation. Employees are entitled to amounts accumulated in the Israel plan upon reaching retirement age. We charged approximately $1.4 million, $1.3 million and $1.1 million to expense in the fiscal years ended June 30, 2021, 2020 and 2019, respectively, related to the Israel plan.
Defined Benefit Pension Plans
We sponsor two defined benefit pension plans for our Swiss-based employees (the Swiss pension plans) that are governed by local regulatory requirements. As of June 30, 2021, we had 142 employees, which is approximately 6 % of our workforce, covered under these plans. The Swiss pension plans are governed by the Swiss Federal Law on Occupational Retirements, Survivors’ and Disability Pension plans. We use third party providers to administer these plans. We charged approximately $2.0 million, $3.1 million and $2.1 million to expense in the fiscal years ended June 30, 2021, 2020 and 2019, respectively, related to these plans. The annual measurement date for our pension benefits is June 30.
During the fiscal year ended June 30, 2020, we made lump sum pension payments exceeding the settlement accounting threshold related to our Swiss pension plans. As required under pension accounting rules, we recorded $1.0 million of unrecognized actuarial loss in other expense in our consolidated statements of comprehensive income (loss) for the fiscal year ended June 30, 2020, and recorded a decrease to accumulated other comprehensive loss by $1.0 million in our consolidated balance sheet for the fiscal year ended June 30, 2020.
During the fiscal year ended June 30, 2021, the plan administrators lowered the age 65 conversion rate from 6.2 % in fiscal year 2021 to 6.0 % in year fiscal 2022 for one plan and from 5.8 % to 5.2 % over the next three years for the second plan. These changes in conversion rates reduced the projected benefit obligation by $1.4 million and qualified as plan amendments. The prior service credits arising from the amendments were recorded as a component of accumulated other comprehensive income (loss) for the fiscal year ended June 30, 2021.
The accumulated benefit obligation (ABO) represents the obligations of a pension plan for past service as of the measurement date, which is the present value of benefits earned to date based on current compensation levels. The Swiss pension plans ABO as of June 30, 2021 and 2020 was $60.7 million and $50.8 million respectively. The projected benefit obligation (PBO) is the ABO adjusted to reflect the impact of future compensation levels. The following table represents the PBO, change in plan assets, funded status and amounts recognized in our consolidated balance sheets at June 30, 2021 and 2020:
70
| June 30, | ||||||||||||||
| 2021 | 2020 | |||||||||||||
| (in thousands) | ||||||||||||||
| Change in benefit obligation: | ||||||||||||||
| Projected benefit obligation at beginning of year | $ | $ | ||||||||||||
| Service cost | ||||||||||||||
| Interest cost | ||||||||||||||
| Actuarial gain | ( | ( | ||||||||||||
| Plan participant contributions | ||||||||||||||
| Benefits paid, net of transfers into plan | ( | |||||||||||||
| Plan change | ( | |||||||||||||
| Settlement | ( | |||||||||||||
| Business combinations | ||||||||||||||
| Effect of foreign currency exchange rate changes | ||||||||||||||
| Projected benefit obligation at end of year | $ | $ | ||||||||||||
| Change in plan assets: | ||||||||||||||
| Fair value of plan assets at beginning of year | $ | $ | ||||||||||||
| Actual return on plan assets | ( | |||||||||||||
| Employer contribution | ||||||||||||||
| Plan participant contributions | ||||||||||||||
| Benefits paid, net of transfers into plan | ( | |||||||||||||
| Settlement | ( | |||||||||||||
| Business combinations | ||||||||||||||
| Effect of foreign currency exchange rate changes | ||||||||||||||
| Fair value of plan assets at end of year | $ | $ | ||||||||||||
| Pension liability at end of fiscal year | $ | ( | $ | ( | ||||||||||
Accumulated other comprehensive loss consists of the following:
| Net prior service credit | $ | $ | ||||||||||||
| Net actuarial loss | ( | ( | ||||||||||||
| Accumulated other comprehensive loss, before income tax | $ | $ | ( | |||||||||||
During the fiscal year ended June 30, 2021, our projected benefit obligation increased $10.5 million, primarily due to our acquisition of AnaSys in July 2020. At June 30, 2021 and 2020, the ABO and PBO exceeded the fair value of the plan assets of the respective plan. The net unfunded balance of our defined benefit pension plans is recorded as a non-current liability and all unrecognized gains or losses, net of tax, are recorded as a component of other comprehensive loss within stockholders’ equity at June 30, 2021.
For the fiscal year ended June 30, 2021, we reclassified approximately $0.2 million of net actuarial loss and $0.3 million of net prior service credit to components of net periodic benefit cost from accumulated other comprehensive loss.
71
Assumptions:
| Fiscal Year Ended June 30, | ||||||||||||||||||||
| 2021 | 2020 | 2019 | ||||||||||||||||||
| Weighted-average assumptions used to determine net benefit costs: | ||||||||||||||||||||
| Discount rate | % | % | % | |||||||||||||||||
| Expected return on plan assets | % | % | % | |||||||||||||||||
| Rate of compensation increase | % | % | % | |||||||||||||||||
| Weighted-average assumptions used to determine benefit obligations at year end: | ||||||||||||||||||||
| Discount rate | % | % | % | |||||||||||||||||
| Expected return on plan assets | % | % | % | |||||||||||||||||
| Rate of compensation increase | % | % | % | |||||||||||||||||
The expected return on plan assets is determined by adjusting the market value of assets to reflect the investment gains and losses from prior years. We amortize gains and losses in our net periodic benefit cost which result from actual experience different from that assumed and from changes in assumptions. If, as of the beginning of the year, the net gain or loss exceeds 10 % of the greater of the projected benefit obligation and the market related value of plan assets, the amortization is that excess divided by the average remaining service period of participating employees expected to receive benefits under the plans.
The fair value of plan assets for the Swiss pension plans were $51.2 million at June 30, 2021. As is customary with Swiss pension plans, the plan assets are invested in a collective fund with multiple employers through a Swiss insurance company. We do not have rights to the individual assets of the plans nor do we have investment authority over the assets of the plans. The collective fund maintains a variety of investment positions primarily in equity securities and highly rated debt securities. The valuation of the collective fund assets as a whole is a Level 3 measurement; however the individual investments of the fund are generally Level 1 (equity securities), Level 2 (fixed income) and Level 3 (real estate) investments. We determine the fair value of the plan assets based on information provided by the collective fund, through review of the collective fund’s annual financial statements, and we further consider whether there are other indicators that the investment balances reported by the fund could be impaired. We concluded that no such impairment indicators were present at June 30, 2021.
| Actual | Target | |||||||||||||
| Asset Category: | ||||||||||||||
| Cash and cash equivalents | ||||||||||||||
| Equity Securities | ||||||||||||||
| Fixed Income | ||||||||||||||
| Real Estate | ||||||||||||||
| Other | ||||||||||||||
| (in thousands) | ||||||||
| 2022 | $ | |||||||
| 2023 | ||||||||
| 2024 | ||||||||
| 2025 | ||||||||
| 2026 | ||||||||
| 2027-2031 | ||||||||
72
| Fiscal Year Ended June 30, | ||||||||||||||||||||
| 2021 | 2020 | 2019 | ||||||||||||||||||
| (in thousands) | ||||||||||||||||||||
| Components of net periodic cost | ||||||||||||||||||||
| Service cost | $ | $ | $ | |||||||||||||||||
| Interest cost | ||||||||||||||||||||
| Net prior service credit | ( | ( | ( | |||||||||||||||||
| Net actuarial loss | ||||||||||||||||||||
| Expected return on plan assets | ( | ( | ( | |||||||||||||||||
| Settlements | ||||||||||||||||||||
| Net periodic cost | $ | $ | $ | |||||||||||||||||
The components of net periodic pension cost other than current service cost are presented within other expense, net in our unaudited consolidated statements of comprehensive income (loss).
We expect to make a contribution of approximately $2.1 million to our pension plans in fiscal year 2022, which is the legal funding regulation minimum for the Swiss pension plans.
Israeli Severance Pay
We provide severance payments based on the Israeli severance pay law and certain other circumstances to employees of our Israeli subsidiary.
Our liability for severance pay for service periods prior to January 12, 2015 is calculated based on the most recent employee salaries multiplied by the number of years of employment as of January 12, 2015. We make monthly deposits in insurance funds designed to fund a portion of this overall severance liability and the value of these deposits, inclusive of earnings and losses attributable to these deposits, is recorded as an asset on our consolidated balance sheet. In the event of a separation, the employee receives the balance in deposited funds with any remaining severance liability balance paid by us. As of June 30, 2021, for service periods prior to January 12, 2015, our severance liability (classified in other liabilities within our consolidated balance sheet) was $1.3 million and our severance deposit (classified as other assets within the consolidated balance sheet) was $1.0 million.
Effective January 12, 2015, our statutory severance liability is covered under the provisions of Section 14 of the Israel severance pay law (Section 14). Under Section 14, we are released from any future severance liability once we fund the statutory severance requirement via payment to an insurance fund on behalf of the employee. As a result, for severance obligations arising after January 12, 2015, we do not recognize any liability (or asset) for severance related obligations once we fund the statutory severance requirement.
Note 14—Share-Based Payments
We recognize expense for the estimated fair value of all share-based payments to employees over the awards vesting period. For the fiscal years ended June 30, 2021, 2020 and 2019, we recorded expense of approximately $45.5 million, $42.0 million and $41.7 million, respectively, in connection with our share-based payment awards. For the fiscal years ended June 30, 2021, 2020 and 2019, we recognized tax benefits of $2.1 million, $1.9 million, and $2.4 million, respectively, related to the expense recorded in connection with our share-based payment awards.
Share-Based Compensation Plans
Employee Stock Purchase Plan
On November 16, 2000, we adopted the 2000 Employee Stock Purchase Plan, which was amended on November 18, 2004 and November 18, 2010, and which provides for the issuance of up to a total of 4,000,000 shares of common stock to participating employees. At the end of each designated purchase period, which occurs every six months on March 31 and September 30, employees can elect to purchase shares of our common stock with contributions of between 1 % and 10 % of their base pay, accumulated via payroll deductions, at an amount equal to 85 % of the lower of the fair market value of the common stock on the first day of each 24 month offering period or the last day of the applicable six-month purchase period.
Our employee stock purchase plan has several complex features that make determining fair value on the grant date impracticable. Accordingly, we measure the fair value of these awards at their intrinsic value (the value of our common stock less the employee purchase price) at the end of each reporting period. For the fiscal year ended June 30, 2021, we recorded compensation cost of approximately $1.7 million associated with our employee stock purchase plan. As a result of employee stock purchases in fiscal year 2021, we issued approximately 156,000 shares of our common stock. The aggregate intrinsic value of shares issued under the
73
employee stock plan during fiscal year 2021 was $2.2 million. At June 30, 2021, based on employee withholdings and our common stock price at that date, approximately 43,000 shares of common stock, with an approximate intrinsic value of $0.3 million, would have been eligible for issuance were June 30, 2021 to have been a designated stock purchase date.
Stock Incentive Plans
2019 Stock Incentive Plan
On November 21, 2019, we adopted the 2019 Stock Incentive Plan (the 2019 Plan), which provides for the issuance of stock options, stock appreciation rights, restricted stock, restricted stock units and other share-based awards. Stock option awards under this plan have a 10-year maximum contractual term and must be issued at an exercise price of not less than 100 % of the fair market value of the common stock at the date of grant. The 2019 Plan is administered by the Board of Directors, which has the authority to determine to whom options and other equity awards may be granted, the period of exercise and what other restrictions, if any, should apply. Vesting for awards granted to date under the 2019 Plan is principally over four years from the date of the grant, with 25 % of the award vesting after one year and 6.25 % of the award vesting each quarter thereafter.
We initially reserved 1,000,000 shares of our common stock for issuance under the 2019 Plan. Through November 19, 2020, 3,200,000 shares of common stock have been authorized for issuance, plus those additional shares equal to the number of shares subject to outstanding awards under our prior stock incentive plan which expire, terminate or are otherwise surrendered, cancelled, forfeited or repurchased by us. .
2018 Israeli Special Purpose Stock Incentive Plan
On November 15, 2018, we adopted the 2018 Israeli Special Purpose Stock Incentive Plan (the Israeli Plan), which provides for the issuance of stock options, stock appreciation rights, restricted stock, restricted stock units and other share-based awards. Stock option awards under this plan have a 10-year maximum contractual term and must be issued at an exercise price of not less than 100 % of the fair market value of the common stock at the date of grant. The Israeli Plan is administered by the Board of Directors, which has the authority to determine to whom options and other equity awards may be granted, the period of exercise and what other restrictions, if any, should apply. Vesting for awards granted to date under the Israeli Plan is principally over five years from the date of the grant, with 20 % of the award vesting after one year and 5 % of the award vesting each quarter thereafter.
We reserved 200,000 shares of common stock for issuance under the Israeli Plan.
Valuation and Related Activity
Restricted stock awards are valued based on the closing price of our common stock on the award grant date. There were no
| Non-vested Stock | Stock Options | |||||||||||||||||||||||||||||||||||||||||||
| Shares Available for Grant | Number of Shares | Weighted Average Grant Date Fair Value | Number of Shares | Weighted Average Exercise Price | Weighted Average Remaining Contractual Term | Aggregate Intrinsic Value | ||||||||||||||||||||||||||||||||||||||
| (in thousands, except per share data) | ||||||||||||||||||||||||||||||||||||||||||||
| Awards outstanding at June 30, 2020 | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||
| Plan amendment | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||
Awards granted (1) | ( | — | — | — | — | |||||||||||||||||||||||||||||||||||||||
| Shares vested | — | ( | — | — | — | — | ||||||||||||||||||||||||||||||||||||||
| Stock options exercised | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||
Awards forfeited (1) | ( | — | — | — | — | |||||||||||||||||||||||||||||||||||||||
| Awards expired | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||
| Awards outstanding at June 30, 2021 | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||
| Stock options exercisable at June 30, 2021 | $ | $ | ||||||||||||||||||||||||||||||||||||||||||
——————
74
The total intrinsic value of stock options exercised during the fiscal years ended June 30, 2021, 2020 and 2019 was approximately $0 , $0.4 million and $1.9 million, respectively. There were no
The majority of our restricted stock awards vest over a four year period as described above; however, restricted stock awards granted to our non-employee directors upon his or her election to the Board of Directors and annually thereafter vest after a one year period. We also issue stock awards that contain a performance condition tied to subscription revenue growth as well as a service condition. In order for these awards to vest, the recipient must satisfy the service condition and we must achieve the performance condition. Awards with a performance condition are included in our measure of stock compensation expense only to the extent that the performance conditions are deemed probable of achievement. We re-assess the probability of achieving the performance conditions at the end of each financial reporting period, including interim periods.
The weighted average grant date fair value for restricted stock awards granted during the fiscal years ended June 30, 2021, 2020 and 2019 was $45.80 , $44.88 and $52.45 , respectively. The total fair value of restricted stock awards that vested during the fiscal years ended June 30, 2021, 2020 and 2019 was approximately $44.9 million, $51.0 million and $63.6 million, respectively. We recorded expense of approximately $43.8 million associated with our restricted stock awards for the fiscal year ended June 30, 2021. As of June 30, 2021, there was approximately $94.5 million of unrecognized compensation cost related to restricted stock awards that will be recognized as expense over a weighted average period of 2.9 years. Excluding the impact of shares issued as purchase consideration with forfeiture provisions, approximately 1.0 million shares of restricted stock awards vested during the fiscal year ended June 30, 2021.
Stock Issued in Acquisitions
Retention of key personnel in businesses we acquire is critical to us because it helps to ensure that we maximize the value of companies we acquire, which we believe is vitally important to our stockholders. Accordingly, in order to maximize the retention of key employees, we commonly attach forfeiture provisions to the shares we issue to acquire certain businesses. This has the effect of requiring key employees to stay in our employment, post-acquisition, in order to earn the full value of the stock we issue. These shares are issued as purchase consideration, but as a result of the forfeiture provisions we attach they are categorized as compensatory awards under U.S. GAAP. The forfeiture provisions on these shares typically lapse over a or five year period.
| Non-vested Stock | ||||||||||||||
| Number of Shares (in thousands) | Weighted Average Grant Date Fair Value | |||||||||||||
| Purchase consideration shares with forfeiture provisions outstanding at June 30, 2020 | $ | |||||||||||||
| Issuance of purchase consideration shares with forfeiture provisions | ||||||||||||||
| Lapse of forfeiture provisions | ||||||||||||||
| Shares forfeited | ( | |||||||||||||
| Purchase consideration shares with forfeiture provisions outstanding at June 30, 2021 | $ | |||||||||||||
Note 15—Net (Loss) Income Per Share
| Fiscal Year Ended June 30, | ||||||||||||||||||||
| 2021 | 2020 | 2019 | ||||||||||||||||||
| (in thousands, except per share amounts) | ||||||||||||||||||||
| Numerator - basic and diluted: | ||||||||||||||||||||
| Net (loss) income | $ | ( | $ | ( | $ | |||||||||||||||
| Denominator: | ||||||||||||||||||||
| Shares used in computing basic net (loss) income per share attributable to common stockholders | ||||||||||||||||||||
| Impact of dilutive securities | ||||||||||||||||||||
| Shares used in computing diluted net (loss) income per share attributable to common stockholders | ||||||||||||||||||||
| Basic and diluted net (loss) income per share attributable to common stockholders | $ | ( | $ | ( | $ | |||||||||||||||
75
Note 16—Operations by Segments and Geographic Areas
Segment Information
Operating segments are the components of our business for which separate financial information is available that is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing performance. Our chief operating decision maker is our chief executive officer. Our operating segments are generally organized by the type of product or service offered and by geography.
Similar operating segments have been aggregated into four reportable segments as follows:
Cloud Solutions. Our Cloud Solutions segment provides customers with SaaS technology offerings that facilitate electronic payments, electronic invoicing, and spend management. Our two largest and fastest growing payment platforms (Paymode-X and PTX) and our financial messaging solution are included in this segment. These solutions are highly scalable, secure and cost effective and facilitate cash payment and transaction settlement between businesses and vendors. Our legal spend management solutions, which enable customers to create more efficient processes for managing invoices generated by outside law firms while offering insight into important legal spend factors such as expense monitoring and outside counsel performance, are also included within this segment. Revenue within this segment is generally recognized on a subscription or transaction basis.
Banking Solutions. Our Banking Solutions segment provides solutions that are specifically designed for banking and financial institution customers. Our Banking Solutions products are sold predominantly on a hosted basis, with revenue recognized on a subscription or transaction basis.
Payments and Documents. Our Payments and Documents segment supplies financial business process management software solutions, including making and collecting payments, sending and receiving invoices, and generating and storing business documents. When licensed for on-premise deployment, software license revenue is typically recorded upon delivery of the software and commencement of the license term. If the solution is hosted by us, we typically record revenue over time. Professional services revenue is normally recorded as we perform the work and software support and maintenance revenue is recorded ratably over the support period.
Other. Our Other segment consists of our fraud and financial crime solutions and our healthcare solutions. The Other segment loss reported below is attributable to the operating results of our fraud and financial crime solutions, which reflects the revenue contribution from a legacy sales channel we acquired and the burden of certain other centralized costs; however our fraud solutions are sold as part of all of our operating segments. Our healthcare solutions focus on eliminating paper intensive processes and providing electronic signature and mobile document capabilities to allow healthcare organizations to improve efficiency and reduce costs. Software revenue for perpetual licenses of our fraud and financial crime and healthcare products is typically recorded upon delivery of the software and commencement of the license term. Professional services revenue is recorded as we perform the work and software support and maintenance revenue is recorded ratably over the support period which is normally twelve months.
Periodically a sales person in one operating segment will sell products and services that are typically sold within a different operating segment. In such cases, the transaction is generally recorded by the operating segment to which the sales person is assigned. Accordingly, segment results can include the results of transactions that have been allocated to a specific segment based on the contributing sales resources, rather than the nature of the product or service. Conversely, a transaction can be recorded by the operating segment primarily responsible for delivery to the customer, even if the sales person is assigned to a different operating segment.
Our chief operating decision maker assesses segment performance based on a variety of factors that normally include segment revenue and a segment measure of profit or loss. Each segment’s measure of profit or loss is on a pre-tax basis and excludes certain items as presented in our reconciliation of the measure of total segment profit to GAAP income (loss) before income taxes that follows. There are no inter-segment sales; accordingly, the measure of segment revenue and profit or loss reflects only revenues from external customers. The costs of certain corporate level expenses, primarily general and administrative expenses, are allocated to our operating segments based on a percentage of the segment’s revenues.
We do not track or assign our assets by operating segment.
76
| Fiscal Year Ended June 30, | ||||||||||||||||||||
| 2021 | 2020 | 2019 | ||||||||||||||||||
| (in thousands) | ||||||||||||||||||||
| Segment revenue: | ||||||||||||||||||||
| Cloud Solutions | $ | $ | $ | |||||||||||||||||
| Banking Solutions | ||||||||||||||||||||
| Payments and Documents | ||||||||||||||||||||
| Other | ||||||||||||||||||||
| Total segment revenue | $ | $ | $ | |||||||||||||||||
| Segment measure of profit (loss): | ||||||||||||||||||||
| Cloud Solutions | $ | $ | $ | |||||||||||||||||
| Banking Solutions | ||||||||||||||||||||
| Payments and Documents | ||||||||||||||||||||
| Other | ( | ( | ( | |||||||||||||||||
| Total measure of segment profit | $ | $ | $ | |||||||||||||||||
| Fiscal Year Ended June 30, | ||||||||||||||||||||
| 2021 | 2020 | 2019 | ||||||||||||||||||
| (in thousands) | ||||||||||||||||||||
| Total measure of segment profit | $ | $ | $ | |||||||||||||||||
| Less: | ||||||||||||||||||||
| Amortization of acquisition-related intangible assets | ( | ( | ( | |||||||||||||||||
| Stock-based compensation plan expense | ( | ( | ( | |||||||||||||||||
| Acquisition and integration-related expenses | ( | ( | ( | |||||||||||||||||
| Restructuring expenses | ( | ( | ( | |||||||||||||||||
| Excess depreciation associated with restructuring events | ( | |||||||||||||||||||
| Other non-core (expense) income | ( | ( | ||||||||||||||||||
| Global ERP system implementation and other costs | ( | ( | ||||||||||||||||||
| Other (expense) income, net of pension adjustments | ( | ( | ||||||||||||||||||
| (Loss) income before income taxes | $ | ( | $ | ( | $ | |||||||||||||||
——————
77
| Fiscal Year Ended June 30, | ||||||||||||||||||||
| 2021 | 2020 | 2019 | ||||||||||||||||||
| (in thousands) | ||||||||||||||||||||
| Depreciation and other amortization expense: | ||||||||||||||||||||
| Cloud Solutions | $ | $ | $ | |||||||||||||||||
| Banking Solutions | ||||||||||||||||||||
| Payments and Documents | ||||||||||||||||||||
| Other | ||||||||||||||||||||
| Total depreciation and other amortization expense | $ | $ | $ | |||||||||||||||||
Geographic Information
| Fiscal Year Ended June 30, | ||||||||||||||||||||
| 2021 | 2020 | 2019 | ||||||||||||||||||
| (in thousands) | ||||||||||||||||||||
| United States | $ | $ | $ | |||||||||||||||||
| United Kingdom | ||||||||||||||||||||
| Switzerland | ||||||||||||||||||||
| Other | ||||||||||||||||||||
| Total revenues from unaffiliated customers | $ | $ | $ | |||||||||||||||||
| At June 30, | ||||||||||||||
| 2021 | 2020 | |||||||||||||
| (in thousands) | ||||||||||||||
| Long-lived assets: | ||||||||||||||
| United States | $ | $ | ||||||||||||
| United Kingdom | ||||||||||||||
| Other | ||||||||||||||
| Total long-lived assets | $ | $ | ||||||||||||
Disaggregation of Revenue
| (in thousands) | Twelve Months Ended June 30, | |||||||||||||||||||||||||
| 2021 | 2020 | |||||||||||||||||||||||||
| Subscriptions Revenue | Total Revenue | Subscriptions Revenue | Total Revenue | |||||||||||||||||||||||
Payment Platforms (1) | $ | $ | $ | $ | ||||||||||||||||||||||
| Banking Solutions | ||||||||||||||||||||||||||
Legal Spend Management (2) | ||||||||||||||||||||||||||
All other (3) | ||||||||||||||||||||||||||
| Total revenues | $ | $ | $ | $ | ||||||||||||||||||||||
We derive the majority of our revenue from subscription arrangements. The substantial majority of our non-subscription revenue is derived from software support and maintenance fees and from professional services, with such revenue being recorded by all of our operating segments, but with the largest concentration of this revenue being derived from our legacy business payments and documents products in our Payments and Documents segment.
78
(1) Consists of our Paymode-X, PTX and financial messaging solutions, all of which are components of our Cloud Solutions segment.
(2) Component of our Cloud Solutions segment.
(3) Consists of our legacy business payments and documents products which are components of our Payments and Documents segment and revenue from our Other segment.
Note 17—Income Taxes
Provision for Income Taxes
We file U.S. federal income tax returns and returns in various state, local and foreign jurisdictions. Generally, we are no longer subject to U.S. federal, state and local, or foreign income tax examinations by tax authorities for years before 2001.
| Fiscal Year Ended June 30, | ||||||||||||||||||||
| 2021 | 2020 | 2019 | ||||||||||||||||||
| (in thousands) | ||||||||||||||||||||
| Current: | ||||||||||||||||||||
| Federal | $ | ( | $ | $ | ||||||||||||||||
| State | ||||||||||||||||||||
| Foreign | ||||||||||||||||||||
| Deferred: | ||||||||||||||||||||
| Federal | ( | ( | ( | |||||||||||||||||
| State | ( | |||||||||||||||||||
| Foreign | ( | ( | ||||||||||||||||||
| ( | ( | |||||||||||||||||||
| $ | $ | $ | ( | |||||||||||||||||
Our income tax expense (benefit) included a tax benefit of $0.4
| Fiscal Year Ended June 30, | ||||||||||||||||||||
| 2021 | 2020 | 2019 | ||||||||||||||||||
| (in thousands) | ||||||||||||||||||||
| North America | $ | ( | $ | ( | $ | |||||||||||||||
| United Kingdom | ||||||||||||||||||||
| Continental Europe | ||||||||||||||||||||
| Asia-Pacific and Middle East | ( | ( | ( | |||||||||||||||||
| $ | ( | $ | ( | $ | ||||||||||||||||
79
| Fiscal Year Ended June 30, | ||||||||||||||||||||
| 2021 | 2020 | 2019 | ||||||||||||||||||
| Tax expense (benefit) at federal statutory rate | ( | %) | ( | %) | % | |||||||||||||||
| State taxes, net of federal benefit | ( | %) | ( | %) | ( | %) | ||||||||||||||
| Change in valuation allowance | % | % | % | |||||||||||||||||
| Non-deductible executive compensation | % | % | % | |||||||||||||||||
Changes in tax laws or rates (1) | % | ( | %) | ( | %) | |||||||||||||||
| Foreign branch operations, net of foreign tax deductions | % | % | % | |||||||||||||||||
| Changes in uncertain tax positions | % | % | % | |||||||||||||||||
| Non-deductible other expenses | % | % | % | |||||||||||||||||
| Non-deductible acquisition costs | % | % | % | |||||||||||||||||
| Share-based payments | ( | %) | ( | %) | ( | %) | ||||||||||||||
| Research and development credit | ( | %) | ( | %) | ( | %) | ||||||||||||||
| Tax rate differential on foreign earnings | ( | %) | ( | %) | ( | %) | ||||||||||||||
| Other | % | % | % | |||||||||||||||||
| % | % | ( | %) | |||||||||||||||||
——————
(1)The impact on our effective tax rate due to changes in tax laws or rates includes the revaluation of deferred tax assets, deferred tax liabilities and the corresponding change in our valuation allowance.
The increase in our effective tax rate over the statutory tax rate for the fiscal year ended June 30, 2021 was primarily due to the inability to record a tax benefit on U.S. and Israel losses. This increase was partially offset by tax benefits associated with the tax rate differential on foreign earnings, research and development credit, and share-based compensation. The increase in our effective tax rate compared to the statutory tax rate for the fiscal year ended June 30, 2020 was primarily due to the inability to record a tax benefit on U.S. and Israel losses. This increase was partially offset by tax benefits associated with share-based compensation. The decrease in our effective tax rate compared to the statutory tax rate for the fiscal year ended June 30, 2019 was due to tax benefits associated with share-based compensation and the enactment of legislation that decreased statutory tax rates in Switzerland.
80
Deferred Tax Assets and Liabilities
| June 30, | ||||||||||||||
| 2021 | 2020 | |||||||||||||
| (in thousands) | ||||||||||||||
| Deferred tax assets: | ||||||||||||||
| Net operating loss carryforwards | $ | $ | ||||||||||||
| Research and development and other credits | ||||||||||||||
| Lease Liabilities | ||||||||||||||
| Stock compensation | ||||||||||||||
| Deferred revenue | ||||||||||||||
| Various accrued expenses | ||||||||||||||
| Accrued pension | ||||||||||||||
| Unrealized loss - interest swap | ||||||||||||||
| Acquired intangible assets | ||||||||||||||
| Property and equipment | ||||||||||||||
| Allowances and reserves | ||||||||||||||
| Other | ||||||||||||||
| Total deferred tax assets | $ | $ | ||||||||||||
| Valuation allowance | ( | ( | ||||||||||||
| Deferred tax assets, net of valuation allowance | ||||||||||||||
| Deferred tax liabilities: | ||||||||||||||
| Acquired intangible assets | ( | ( | ||||||||||||
| Property and equipment, inclusive of capitalized software | ( | ( | ||||||||||||
| Deductible goodwill acquired intangible assets | ( | ( | ||||||||||||
| Right of Use Assets | ( | ( | ||||||||||||
| Capitalized Costs | ( | ( | ||||||||||||
| Other | ( | ( | ||||||||||||
| Total deferred tax liabilities | ( | ( | ||||||||||||
| Net deferred tax liabilities | $ | ( | $ | ( | ||||||||||
| Reported as: | ||||||||||||||
| Long-term deferred tax assets (included in "Other Assets") | $ | $ | ||||||||||||
| Long-term deferred tax liabilities | ( | ( | ||||||||||||
| Net deferred tax liabilities | $ | ( | $ | ( | ||||||||||
At June 30, 2021, we had U.S. net operating loss carryforwards of $128.5 million, of which $103.3 million expire at various times through fiscal year 2037 and $25.2 million of which have no statutory expiration date.
From a foreign tax perspective, we had foreign net operating losses of $36.6 million, primarily in Europe and Israel, which have no statutory expiration date and $2.7 million in Switzerland and Lebanon which expire at various times through fiscal year 2028.
We utilized approximately $0.7 million of net operating losses in fiscal year 2021 in our foreign operations in continental Europe.
We have approximately $8.6 million of research and development tax credit carryforwards available, which expire at various points through fiscal year 2041. Our operating losses and tax credit carryforwards may be subject to limitations under provisions of the Internal Revenue Code.
81
Valuation Allowance
We record a deferred tax asset if we believe that it is more likely than not that we will realize a future tax benefit. Ultimate realization of any deferred tax asset is dependent on our ability to generate sufficient future taxable income in the appropriate tax jurisdiction before the expiration of carryforward periods, if any. Our assessment of deferred tax asset recoverability considers many different factors including historical and projected operating results, the reversal of existing deferred tax liabilities that provide a source of future taxable income, the impact of current tax planning strategies and the availability of future tax planning strategies. We establish a valuation allowance against any deferred tax asset for which we are unable to conclude that recoverability is more likely than not. This is inherently judgmental, since we are required to assess many different factors and evaluate as much objective evidence as we can in reaching an overall conclusion. At June 30, 2021 given our history of losses and the absence of any tax planning strategies, the only factor that affected our determination of the required valuation allowance was the reversal of existing deferred tax liabilities.
At June 30, 2021, we had a $40.1 million valuation allowance against certain deferred tax assets given the uncertainty of recoverability of these amounts. The valuation allowance increased by $5.2 million in fiscal year 2021 due predominantly to the increase in net operating losses during the year.
Uncertain Tax Positions
As of June 30, 2021, we had approximately $12.6 million of total gross unrecognized tax benefits, of which approximately $2.2 million represented the amount of unrecognized tax benefits that, if recognized, would favorably affect our effective income tax rate in future periods. Approximately $3.8 million of the gross unrecognized tax benefits resulted in a reduction to tax credit carryforwards. We currently anticipate that our unrecognized tax benefits will decrease within the next twelve months by approximately $0.9 million, as a result of the expiration of certain statutes of limitations associated with intercompany transactions subject to tax in multiple jurisdictions.
(in thousands) | ||||||||
| Balance at July 1, 2018 | ||||||||
| Additions related to current year tax positions | ||||||||
| Additions related to prior year tax positions | ||||||||
| Reductions due to lapse of statute of limitations | ( | |||||||
| Change in tax rates | ||||||||
| Foreign currency translation | ( | |||||||
| Balance at July 1, 2019 | ||||||||
| Additions related to current year tax positions | ||||||||
| Reductions related to prior year tax positions | ( | |||||||
| Reductions due to lapse of statute of limitations | ( | |||||||
| Change in tax rates | ||||||||
| Foreign currency translation | ( | |||||||
| Balance at July 1, 2020 | ||||||||
| Additions related to current year tax positions | ||||||||
| Additions related to prior year tax positions | ||||||||
| Reductions due to lapse of statute of limitations | ( | |||||||
| Change in tax rates | ||||||||
| Foreign currency translations | ||||||||
| Balance at July 1, 2021 | $ | |||||||
We recognize interest and penalties related to uncertain tax positions as a component of income tax expense. To the extent that the accrued interest and penalties do not ultimately become payable, the amounts accrued will be derecognized and reflected as an income tax benefit in the period that such a determination is made. Our accrued interest and penalties related to uncertain tax positions for all periods presented were not significant.
Note 18—Guarantees
82
licensee against liability and damages, including legal defense costs arising from claims of patent, copyright, trademark or other similar infringements by our software products. At June 30, 2021 and 2020, warranty accruals were not significant.
Certain of our arrangements with customers include clauses whereby we may be subject to penalties for failure to meet certain service level requirements; however, we have not incurred any related material penalties to date.
Note 19—Subsequent Events
83
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
None.
Item 9A. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our chief executive officer and chief financial officer, evaluated the effectiveness of our disclosure controls and procedures as of June 30, 2021. The term disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers as appropriate, to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures.
Based on the evaluation of our disclosure controls and procedures as of June 30, 2021, our chief executive officer and chief financial officer concluded that, as of such date, our disclosure controls and procedures were effective at the reasonable assurance level.
Management’s Annual Report on Internal Control Over Financial Reporting
The management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Securities Exchange Act of 1934 as a process designed by, or under the supervision of, the Company’s principal executive and principal financial officers and effected by the Company’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:
•Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company;
•Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and
•Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
The Company’s management assessed the effectiveness of the Company’s internal control over financial reporting as of June 30, 2021. In making this assessment, the Company’s management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework (2013 framework).
Based on our assessment, management concluded that, as of June 30, 2021, the Company’s internal control over financial reporting is effective based on those criteria.
As allowed by SEC guidance, management excluded from its assessment the operations of AnaSys AG, and TreasuryXpress Holding SAS, which were acquired in July 2020 and January 2021, respectively, and represented approximately 2% and 5% of our total assets, respectively, primarily consisting of goodwill and other intangible assets which arose from the acquisitions, and less than 1 percent of our total revenues, each, for the fiscal year ended June 30, 2021.
The Company’s independent registered public accounting firm has issued an audit report on the Company’s internal control over financial reporting, which is included within Part II, Item 8 of this Annual Report on Form 10-K.
Changes in Internal Control over Financial Reporting
There has been no change in our internal control over financial reporting that occurred during the fiscal quarter ended June 30, 2021 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
84
Item 9B. Other Information.
Not applicable.
85
PART III
Item 10. Directors, Executive Officers and Corporate Governance.
See Information about our Executive Officers and Other Key Employees in Part I of this Annual Report on Form 10-K. We will file with the Securities and Exchange Commission a definitive Proxy Statement (the Proxy Statement) not later than 120 days after the close of the fiscal year ended June 30, 2021. The information required by this item is incorporated herein by reference to the information contained under the captions Proposal I - Election of Class II Directors, Section 16(a) Beneficial Ownership Reporting Compliance and Corporate Governance of the Proxy Statement.
We have adopted a Code of Business Conduct and Ethics that applies to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. The text of our Code of Business Conduct and Ethics is posted in the Corporate Governance section of our website, www.bottomline.com. We intend to disclose on our website any amendments to, or waivers from, our Code of Business Conduct and Ethics that are required to be disclosed pursuant to the disclosure requirements of Item 5.05 of Form 8-K.
Item 11. Executive Compensation.
The information required by this item is incorporated herein by reference to the information contained under the captions Executive Compensation, Director Compensation, Leadership Development and Compensation Committee Interlocks and Insider Participation, Leadership Development and Compensation Committee Report, and Employment and Other Agreements and Potential Payments Upon Termination or Change in Control of the Proxy Statement.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
The information required by this item is incorporated herein by reference to the information contained under the captions Security Ownership of Certain Beneficial Owners and Management and Equity Compensation Plan Information of the Proxy Statement.
Item 13. Certain Relationships and Related Transactions, and Director Independence.
The information required by this item is incorporated herein by reference to the information contained under the captions Employment and Other Agreements and Potential Payments Upon Termination or Change in Control, Proposal I - Election of Class II Directors, Corporate Governance and Certain Relationships and Related Transactions of the Proxy Statement.
Item 14. Principal Accountant Fees and Services.
The information required to be disclosed by this item is incorporated herein by reference to the information contained under the captions Principal Accounting Fees and Services and Pre-Approval Policies and Procedures of the Proxy Statement.
86
PART IV
Item 15. Exhibits and Financial Statement Schedules.
(a) Financial Statements, Financial Statement Schedule and Exhibits
| Page | ||||||||
| (1) | ||||||||
| (2) | Financial Statement Schedule for the Fiscal Years Ended June 30, 2021, 2020 and 2019: | |||||||
| Financial statement schedules not included have been omitted because of the absence of conditions under which they are required or because the required information, where material, is shown in the financial statements or notes. | ||||||||
| (3) | Exhibits: | |||||||
| Incorporated by Reference | ||||||||||||||||||||||||||||||||||||||
| Exhibit Number | Description | Form | File No. | Exhibit | Filing Date | Filed Herewith | ||||||||||||||||||||||||||||||||
| 2.1 | 8-K | 000-25259 | 2.1 | 6/6/2019 | ||||||||||||||||||||||||||||||||||
| 2.2 | 8-K | 000-25259 | 2.2 | 6/6/2019 | ||||||||||||||||||||||||||||||||||
| 3.1 | 10-Q | 000-25259 | 3.1 | 11/9/2020 | ||||||||||||||||||||||||||||||||||
| 3.2 | 8-K | 000-25259 | 3.1 | 11/25/2020 | ||||||||||||||||||||||||||||||||||
| 4.1 | S-1 | 333-67309 | 4.1 | 1/7/1999 | ||||||||||||||||||||||||||||||||||
| 4.2 | 10-Q | 000-25259 | 4.1 | 11/9/2009 | ||||||||||||||||||||||||||||||||||
| 4.3 | 10-Q | 000-25259 | 4.2 | 11/9/2009 | ||||||||||||||||||||||||||||||||||
| 4.4 | 10-K | 000-25259 | 4.4 | 8/30/2021 | X | |||||||||||||||||||||||||||||||||
| 10.1 | 10-K | 000-25259 | 10.35 | 9/28/2000 | ||||||||||||||||||||||||||||||||||
| 10.2 | 10-K | 000-25259 | 10.52 | 9/30/2002 | ||||||||||||||||||||||||||||||||||
| 10.3 | 10-Q | 000-25259 | 10.1 | 11/13/2001 | ||||||||||||||||||||||||||||||||||
| 10.4 | 10-K | 000-25259 | 10.45 | 9/10/2010 | ||||||||||||||||||||||||||||||||||
| 10.5 | 10-K | 000-25259 | 10.7 | 8/27/2012 | ||||||||||||||||||||||||||||||||||
| 10.6 | 10-K | 000-25259 | 10.8 | 8/28/2014 | ||||||||||||||||||||||||||||||||||
| 10.7 | 10-Q | 000-25259 | 10.4 | 2/14/2002 | ||||||||||||||||||||||||||||||||||
| 10.8 | 10-Q | 000-25259 | 10.5 | 2/14/2002 | ||||||||||||||||||||||||||||||||||
| 10.9 | 8-K | 000-25259 | 10.1 | 12/14/2016 | ||||||||||||||||||||||||||||||||||
| 10.10 | 10-Q | 000-25259 | 10.1 | 11/9/2018 | ||||||||||||||||||||||||||||||||||
| 10.11# | S-1 | 333-67309 | 10.3 | 11/13/1998 | ||||||||||||||||||||||||||||||||||
| 10.12# | 10-Q | 000-25259 | 10.1 | 2/9/2006 | ||||||||||||||||||||||||||||||||||
87
| Incorporated by Reference | ||||||||||||||||||||||||||||||||||||||
| 10.13# | 8-K | 000-25259 | 99.2 | 11/19/2018 | ||||||||||||||||||||||||||||||||||
| 10.14# | 10-Q | 000-25259 | 10.1 | 5/7/2010 | ||||||||||||||||||||||||||||||||||
| 10.15# | 10-Q | 000-25259 | 10.2 | 5/7/2010 | ||||||||||||||||||||||||||||||||||
| 10.16# | 10-Q | 000-25259 | 10.3 | 5/7/2010 | ||||||||||||||||||||||||||||||||||
| 10.17# | 10-Q | 000-25259 | 10.5 | 5/7/2010 | ||||||||||||||||||||||||||||||||||
| 10.18# | 10-Q | 000-25259 | 10.6 | 5/7/2010 | ||||||||||||||||||||||||||||||||||
| 10.19# | 10-K | 000-25259 | 10.16 | 9/14/2004 | ||||||||||||||||||||||||||||||||||
| 10.20# | 8-K | 000-25259 | 99.2 | 11/19/2010 | ||||||||||||||||||||||||||||||||||
| 10.21# | 10-Q | 000-25259 | 10.4 | 5/7/2010 | ||||||||||||||||||||||||||||||||||
| 10.22# | 8-K | 000-25259 | 99.4 | 11/19/2018 | ||||||||||||||||||||||||||||||||||
| 10.23# | 8-K | 000-25259 | 99.2 | 11/25/2020 | ||||||||||||||||||||||||||||||||||
| 10.24# | 10-K | 000-25259 | 10.24 | 8/28/2020 | ||||||||||||||||||||||||||||||||||
| 10.25# | 10-K | 000-25259 | 10.25 | 8/28/2020 | ||||||||||||||||||||||||||||||||||
| 10.26# | 10-K | 000-25259 | 10.26 | 8/28/2020 | ||||||||||||||||||||||||||||||||||
| 10.27# | 10-Q | 000-25259 | 10.1 | 11/14/2000 | ||||||||||||||||||||||||||||||||||
| 10.28# | 10-Q | 000-25259 | 10.1 | 2/12/2003 | ||||||||||||||||||||||||||||||||||
| 10.29# | 10-Q | 000-25259 | 10.2 | 2/12/2003 | ||||||||||||||||||||||||||||||||||
| 10.30# | 10-Q | 000-25259 | 10.1 | 11/8/2005 | ||||||||||||||||||||||||||||||||||
| 10.31# | 10-Q | 000-25259 | 10.2 | 11/8/2005 | ||||||||||||||||||||||||||||||||||
| 10.32# | 10-Q | 000-25259 | 10.4 | 2/8/2007 | ||||||||||||||||||||||||||||||||||
| 10.33# | 8-K | 000-25259 | 99.1 | 11/25/2019 | ||||||||||||||||||||||||||||||||||
| 10.34# | 10-Q | 000-25259 | 10.1 | 2/7/2011 | ||||||||||||||||||||||||||||||||||
| 10.35# | 10-Q | 000-25259 | 10.3 | 2/8/2017 | ||||||||||||||||||||||||||||||||||
| 10.36# | 10-Q | 000-25259 | 10.3 | 2/7/2020 | ||||||||||||||||||||||||||||||||||
| 10.37# | 10-Q/A | 000-25259 | 10.1 | 11/8/2010 | ||||||||||||||||||||||||||||||||||
| 10.38# | 10-Q | 000-25259 | 10.1 | 5/6/2011 | ||||||||||||||||||||||||||||||||||
| 10.39# | 10-Q | 000-25259 | 10.2 | 2/6/2009 | ||||||||||||||||||||||||||||||||||
88
| Incorporated by Reference | ||||||||||||||||||||||||||||||||||||||
| 10.40# | 10-Q | 000-25259 | 10.1 | 5/8/2015 | ||||||||||||||||||||||||||||||||||
| 10.41# | 8-K | 000-25259 | 10.1 | 5/5/2015 | ||||||||||||||||||||||||||||||||||
| 10.42# | 8-K | 000-25259 | 10.1 | 8/5/2016 | ||||||||||||||||||||||||||||||||||
| 10.43# | 8-K | 000-25259 | 10.1 | 7/23/2021 | ||||||||||||||||||||||||||||||||||
| 10.44# | 8-K | 000-25259 | 10.1 | 3/1/2021 | ||||||||||||||||||||||||||||||||||
| 10.45# | 8-K | 000-25259 | 10.2 | 3/1/2021 | ||||||||||||||||||||||||||||||||||
| 10.46# | 8-K | 000-25259 | 10.1 | 3/12/2021 | ||||||||||||||||||||||||||||||||||
| 10.47# | 8-K | 000-25259 | 10.2 | 3/12/2021 | ||||||||||||||||||||||||||||||||||
| 10.48# | 8-K | 000-25259 | 99.1 | 11/25/2020 | ||||||||||||||||||||||||||||||||||
| 21.1 | X | |||||||||||||||||||||||||||||||||||||
| 23.1 | X | |||||||||||||||||||||||||||||||||||||
| 31.1 | X | |||||||||||||||||||||||||||||||||||||
| 31.2 | X | |||||||||||||||||||||||||||||||||||||
| 32.1 | X | |||||||||||||||||||||||||||||||||||||
| 32.2 | X | |||||||||||||||||||||||||||||||||||||
| 101.INS | Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. | |||||||||||||||||||||||||||||||||||||
101.SCH** | Inline XBRL Taxonomy Extension Schema Document . | X | ||||||||||||||||||||||||||||||||||||
101.CAL** | Inline XBRL Taxonomy Extension Calculation Linkbase Document. | X | ||||||||||||||||||||||||||||||||||||
101.DEF** | Inline XBRL Taxonomy Extension Definition Linkbase Document. | X | ||||||||||||||||||||||||||||||||||||
101.LAB** | Inline XBRL Taxonomy Extension Label Linkbase Document. | X | ||||||||||||||||||||||||||||||||||||
101.PRE** | Inline XBRL Taxonomy Extension Presentation Linkbase Document . | X | ||||||||||||||||||||||||||||||||||||
| 104 | Cover Page Interactive Data File (formatted as inline XBRL with applicable taxonomy extension information contained in Exhibits 101) | |||||||||||||||||||||||||||||||||||||
——————
# Management contract or compensatory plan or arrangement required to be filed as an exhibit pursuant to Item 15(b) of Form 10-K.
** Submitted electronically herewith.
Attached as Exhibit 101 to this report are the following formatted in iXBRL (Inline Extensible Business Reporting Language): (i) Consolidated Balance Sheets as of June 30, 2021 and 2020, (ii) Consolidated Statements of Comprehensive Income (Loss) for the fiscal years ended June 30, 2021, 2020 and 2019, (iii) Consolidated Statements of Stockholders’ Equity for the fiscal years ended June 30, 2021, 2020 and 2019, (iv) Consolidated Statements of Cash Flows for the fiscal years ended June 30, 2021, 2020 and 2019, and (v) Notes to Consolidated Financial Statements.
89
SCHEDULE II-VALUATION AND QUALIFYING ACCOUNTS
ALLOWANCE FOR DOUBTFUL ACCOUNTS
Fiscal Years Ended June 30, 2021, 2020 and 2019
| Activity | ||||||||||||||||||||||||||||||||
| Fiscal Year Ended | Balance at Beginning of Year | (Charged to Revenue, Costs and Expenses) | Additions and Recoveries (1) | Deductions (2) | Balance at End of Year | |||||||||||||||||||||||||||
| (in thousands) | ||||||||||||||||||||||||||||||||
| June 30, 2021 | $ | ( | $ | |||||||||||||||||||||||||||||
| June 30, 2020 | $ | ( | $ | |||||||||||||||||||||||||||||
| June 30, 2019 | $ | ( | $ | |||||||||||||||||||||||||||||
——————
(1) Additions primarily represent increases to the allowance for doubtful accounts balance as a result of the impact of increases in foreign currency exchange rates.
(2) Deductions are principally write-offs as well as the impact of decreases in foreign currency exchange rates.
90
Item 16. Form 10-K Summary.
None.
91
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
BOTTOMLINE TECHNOLOGIES, INC.
| Date: | August 30, 2021 | By: | /s/ A. BRUCE BOWDEN | ||||||||
| A. Bruce Bowden | |||||||||||
| Chief Financial Officer and Treasurer | |||||||||||
| (Principal Financial and Accounting Officer) | |||||||||||
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:
| Name | Title | Date | ||||||||||||
/s/ JOSEPH L. MULLEN | Chairman of the Board | August 30, 2021 | ||||||||||||
Joseph L. Mullen | ||||||||||||||
/s/ ROBERT A. EBERLE | President, Chief Executive Officer and Director (Principal Executive Officer) | August 30, 2021 | ||||||||||||
Robert A. Eberle | ||||||||||||||
| /s/ A. Bruce Bowden | Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer) | August 30, 2021 | ||||||||||||
A. Bruce Bowden | ||||||||||||||
/s/ KENNETH J. D’AMATO | Director | August 30, 2021 | ||||||||||||
Kenneth J. D’Amato | ||||||||||||||
/s/ PETER GIBSON | Director | August 30, 2021 | ||||||||||||
Peter Gibson | ||||||||||||||
/s/ JENNIFER M. GRAY | Director | August 30, 2021 | ||||||||||||
Jennifer M. Gray | ||||||||||||||
/s/ PAUL H. HOUGH | Director | August 30, 2021 | ||||||||||||
Paul H. Hough | ||||||||||||||
/s/ JEFFREY C. LEATHE | Director | August 30, 2021 | ||||||||||||
Jeffrey C. Leathe | ||||||||||||||
/s/ BENJAMIN E. ROBINSON III | Director | August 30, 2021 | ||||||||||||
Benjamin E. Robinson III | ||||||||||||||
92