8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 27, 2011

Bottomline Technologies (de), Inc.

(Exact Name of Registrant as Specified in Charter)

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

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

Not Applicable.

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

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

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

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

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

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

Item 2.02. Results of Operations and Financial Condition

On October 27, 2011, Bottomline Technologies (de), Inc. announced its financial results for the quarter ended September 30, 2011. The full text of the press release issued in connection with the announcement is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

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

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

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

99.1 Press Release issued by the company on October 27, 2011.

SIGNATURE

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

	BOTTOMLINE TECHNOLOGIES (de), INC.
October 27, 2011	By:	/s/ Eric K. Morgan
		Eric K. Morgan
		Vice President, Global Controller

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press release issued by the company on October 27, 2011

EX-99.1

Exhibit 99.1

Bottomline Technologies Reports First Quarter Results

Growth in Revenues and Strong Operating Income Highlight First Quarter

PORTSMOUTH, N.H. – October 27, 2011 – Bottomline Technologies (NASDAQ: EPAY), a leading provider of collaborative payment, invoice and document automation solutions, today reported financial results for the first quarter ended September 30, 2011.

Revenues for the first quarter were $52.5 million, an increase of $10.4 million, or 25%, from the first quarter of last year. Subscriptions and transactions revenue increased 53% from the first quarter of last year to $17.6 million.

Gross margin for the first quarter was $29.2 million, an increase of $5.7 million from the first quarter of last year. Net income for the first quarter was $1.7 million, or net income per share of $0.05.

Core net income for the first quarter was $8.9 million. Core net income increased $0.4 million from the first quarter of last year. Core net income excludes acquisition-related expenses, including amortization of intangible assets, of $4.0 million and equity-based compensation of $3.2 million. Core earnings per share was $0.26.

“We are pleased to report another very good quarter highlighted by 25% revenue growth from the prior year,” said Rob Eberle, President and CEO of Bottomline Technologies. “The results evidence the demand for our solutions and the strength of our business model. We have begun fiscal 2012 on a positive note and are well positioned for a strong future.”

~ more ~

First Quarter Customer Highlights

• Leading organizations, including Allied Irish Bank, ALLY Financial, Aviva USA, Bingham McCutchen LLP, Ceva Logistics, Cigna, Co-operative Insurance Society, Exelon Business Services, Forest City Enterprises, Franklin Templeton, Glasgow Credit Union, Man Investments Ltd, Marks & Spencer, Medavie Blue Cross, NRG Energy, Philadelphia Insurance, Prudential Plc, Raymond James, Sanctuary Housing Association, Sun Life Financial, The Royal Bank of Scotland and Wilmington Group Plc, chose Bottomline’s payment automation solutions.

• Partnered with BNP Paribas to provide corporate clients in the UK and Ireland with efficient, reliable and secure SWIFT connectivity via Bottomline’s SWIFT Access Service. Bottomline’s SWIFT Access Service connects corporations to the global banking network through a certified SWIFT service that supports all classifications of inbound and outbound SWIFT messages, standards and formats.

• Selected by the Australia and New Zealand Banking Group to provide international, real-time reporting across currencies for corporate customers.

• Chosen by eight leading insurance companies and corporations, including Allianz, First Acceptance, Fremont Insurance, MidWest Insurance, Markel, Ohio Health and Superior Adjusting, to provide SaaS-based technology to automate, manage and control their legal spend.

• Selected by Amec Plc, AXA Assurances, Avery Dennison, BMW Belgium, Chicago Bridge & Iron Company, Federal Express Europe, Fuji Xerox, Hays Specialist Recruitment, Lloyd’s Register, McaConnect, Norbert Dentressangle Logistics, Norbert Dentressangle Transport Services, Motorola and Royal Caribbean to provide transaction document automation solutions.

• Added new healthcare customers and expanded existing relationships with organizations including Children’s Hospital - Orange County, Clark Memorial Hospital, Driscoll Children’s Hospital, El Paso County Hospital District, Exempla Healthcare, Health Management Associates, Jewish Hospital & St. Mary’s Healthcare, Johnson & Johnson, Roper St. Francis Healthcare and Sisters of Mercy Health System.

First Quarter Strategic Corporate Highlights

• Announced that Paymode-X^®, Bottomline’s settlement network, reached 150,000 vendors.

• Announced Transform^® Connect as a new product within the transaction banking product suite. This powerful integration tool enables banks to reduce client implementation time and improve the client experience.

• Announced the general availability of a secure, real-time solution for sending and receiving invoices electronically via the global SWIFT network.

~ more ~

Bottomline has presented supplemental non-GAAP financial measures as part of this earnings release. Core net income and core earnings per share are non-GAAP financial measures. The non-GAAP financial measures exclude certain items, specifically amortization of intangible assets, impairment losses on equity investments, equity-based compensation, acquisition-related expenses (including acquisition-related earn-outs) and restructuring related costs. The presentation of this non-GAAP financial information should not be considered in isolation from, or as a substitute for, the financial results presented in accordance with GAAP. Bottomline believes that these supplemental non-GAAP financial measures are useful to investors because they allow for an evaluation of the company with a focus on the performance of its core operations. Bottomline’s executive management team uses these same non-GAAP financial measures internally to assess the ongoing performance of the company. Additionally, the same non-GAAP information is used for planning purposes, including the preparation of operating budgets, and in communications with the board of directors in respect of financial performance. Since this information is not a GAAP measurement of financial performance, there are material limitations to its usefulness on a stand-alone basis, including the lack of comparability of this presentation to the GAAP financial results of other companies. A reconciliation of the GAAP results to the non-GAAP results for the three month periods ended September 30, 2011 and 2010 is as follows:

	Three Months Ended September 30,
	(in thousands)
	2011		2010
GAAP net income	$	1,741	$	2,675
Amortization of intangible assets		3,884		2,882
Equity-based compensation		3,165		2,570
Acquisition-related expenses		124		441
Restructuring expenses		27		—
Core net income	$	8,941	$	8,568

~ more ~

About Bottomline Technologies

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

Bottomline Technologies, WebSeries, Legal eXchange, Allegient Systems, Paymode-X, Transform, C-Series and the BT logo are trademarks of Bottomline Technologies (de), Inc. which may be registered in certain jurisdictions. All other brand/product names may be trademarks of their respective owners.

Cautionary Language

This press release may contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Actual results may differ materially from those indicated by such forward-looking statements as a result of various important factors. Among the important factors that could cause actual results to differ materially from those indicated by such forward-looking statements are competition, market demand, technological change, strategic relationships, recent acquisitions, international operations and general economic conditions. For additional discussion of factors that could impact Bottomline Technologies’ financial results, refer to the Company’s Form 10-K for the fiscal year ended June 30, 2011 and any subsequently filed Form 10-Q’s and Form 8-K’s or amendments thereto. Any forward-looking statements represent our views only as of today and should not be relied upon as representing our views as of any subsequent date. We do not assume any obligation to update any forward-looking statements.

Media Contact:

Kevin Donovan

Bottomline Technologies

603-501-5240 kdonovan@bottomline.com

Bottomline Technologies

Unaudited Condensed Consolidated Statements of Operations

(in thousands, except per share amounts)

	Three Months Ended September 30,
	2011			2010
Revenues:
Software licenses	$	4,033		$	3,461
Subscriptions and transactions		17,594			11,534
Service and maintenance		28,849			25,052
Equipment and supplies		2,000			1,991
Total revenues		52,476			42,038
Cost of revenues:
Software licenses		435			215
Subscriptions and transactions		9,085			6,372
Service and maintenance		12,160			10,429
Equipment and supplies		1,571			1,520
Total cost of revenues		23,251			18,536
Gross profit		29,225			23,502
Operating expenses:
Sales and marketing		11,242			8,553
Product development and engineering		5,932			5,012
General and administrative		4,933			4,735
Amortization of intangible assets		3,884			2,882
Total operating expenses		25,991			21,182
Income from operations		3,234			2,320
Other income (expense), net		(113	)		282
Income before income taxes		3,121			2,602
Provision (benefit) for income taxes (1)		1,380			(73	)
Net income	$	1,741		$	2,675
Basic net income per share attributable to common stockholders	$	0.05		$	0.09
Diluted net income per share attributable to common stockholders	$	0.05		$	0.08
Shares used in computing basic net income per share:		33,710			30,754
Shares used in computing diluted net income per share:		34,841			31,984
Core net income (excludes amortization of intangible assets, acquisition-related expenses, restructuring expenses and stock compensation expense):(2)
Net income	$	8,941		$	8,568
Diluted net income per share	$	0.26		$	0.27

⁽¹⁾ The income tax benefit for the three months ended September 30, 2010 includes a discrete tax benefit of $937.

⁽²⁾ Core net income excludes charges for amortization of intangible assets of $3,884 and $2,882, acquisition-related expenses of $124 and $441, restructuring expenses of $27 and zero and equity-based compensation of $3,165 and $2,570, for the three months ended September 30, 2011 and 2010, respectively.

Bottomline Technologies

Unaudited Condensed Consolidated Balance Sheets

(in thousands)

	September 30, 2011			June 30, 2011
Assets
Current assets:
Cash, cash equivalents and short-term investments	$	124,867		$	112,017
Accounts receivable		38,722			41,535
Other current assets		18,942			15,308
Total current assets		182,531			168,860
Property and equipment, net		17,050			16,098
Intangible assets, net		166,318			173,073
Other assets		3,407			5,303
Total assets	$	369,306		$	363,334
Liabilities and stockholders’ equity
Current liabilities:
Accounts payable	$	7,965		$	8,971
Accrued expenses		15,364			18,706
Deferred revenue		38,879			40,510
Total current liabilities		62,208			68,187
Deferred revenue, non-current		4,003			5,438
Deferred income taxes		1,761			2,208
Other liabilities		1,766			1,827
Total liabilities		69,738			77,660
Stockholders’ equity
Common stock		36			35
Additional paid-in-capital		422,173			408,375
Accumulated other comprehensive loss		(6,628	)		(4,524	)
Treasury stock		(20,321	)		(20,779	)
Accumulated deficit		(95,692	)		(97,433	)
Total stockholders’ equity		299,568			285,674
Total liabilities and stockholders’ equity	$	369,306		$	363,334