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): May 2, 2013
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) |
Registrants 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 May 2, 2013, Bottomline Technologies (de), Inc. announced its financial results for the quarter ended March 31, 2013. 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 May 2, 2013. |
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. | ||||||
May 2, 2013 | By: | /s/ Eric K. Morgan | ||||
Eric K. Morgan | ||||||
Vice President, Global Controller |
EXHIBIT INDEX
Exhibit |
Description | |
99.1 | Press release issued by the company on May 2, 2013 |
Exhibit 99.1
Bottomline Technologies Reports Record Third Quarter Results
Record Revenue and Orders Highlight Quarter
PORTSMOUTH, N.H. May 2, 2013 Bottomline Technologies (NASDAQ: EPAY), a leading provider of cloud-based payment, invoice and banking solutions, today reported financial results for the third quarter ended March 31, 2013.
Revenues for the third quarter were $64.4 million, an increase of $9.1 million, or 17%, from the third quarter of last year. Subscription and transaction revenues, which are primarily related to the companys banking, legal spend management and Paymode-X® cloud-based applications, increased 41% from the third quarter of last year to $28.7 million.
Gross margin for the third quarter was $34.2 million, an increase of $4.9 million from the third quarter of last year. Net loss for the third quarter was $3.6 million, or net loss per share of $0.10.
Core net income for the third quarter was $11.6 million, an increase of $4.3 million from the third quarter of last year. Core net income excludes acquisition-related expenses (including amortization of intangible assets) of $8.3 million, restructuring expenses of $0.1 million, equity-based compensation of $4.6 million and non-core charges of $2.2 million associated with the convertible notes we issued in December 2012. Core earnings per share was $0.32, an increase from $0.21 a year ago.
We had an excellent quarter with record financial results and the continued advancement of our strategic plan, said Rob Eberle, President and CEO of Bottomline Technologies. Strong customer demand drove orders to over $93 million validating the competitive position of our product set and sales execution of our team. With our continued focus on cloud-based solutions as the key growth drivers of our business, we are well positioned to conclude a record setting year and drive long-term growth for our company and shareholders.
Revenues for the nine months ended March 31, 2013 increased 16% to $189.7 million as compared with $162.9 million last year. Subscription and transaction revenues increased 54% to $87.7 million in the nine months ended March 31, 2013. Net loss for the nine months ended March 31, 2013 was $10.6 million, or $0.30 per share.
Core net income for the nine months ended March 31, 2013 was $33.9 million, an increase of $8.2 million from last year. Core net income excludes acquisition-related expenses (including amortization of intangible assets) of $22.1 million, restructuring expenses of $1.2 million, equity-based compensation of $13.5 million and non-core charges of $7.7 million associated with the convertible notes we issued in December 2012. Core earnings per share was $0.94 as compared to $0.73 in the prior year period.
Third Quarter Customer Highlights
| Chosen by six regional banks in the U.S. for digital channel solutions and online cash management services that will improve their ability to compete, win and grow in the small business and commercial banking markets. In addition, two global banks have extended their commitment to Bottomline for long-term partnerships that expand existing relationships. |
| Leading organizations, such as ASR Corporation, Blue Cross Blue Shield of Alabama, Continental Resources, Employers Insurance Company of Nevada, Environment Agency (UK), Ethan Allen, Everest National Insurance Company, Merlin Entertainments Group Ltd, Royal London Plus, Suffolk County Council and Tufts Associated Health Plans, chose Bottomlines payment automation solutions. |
| Chosen by or expanded relationships with 11 leading insurers, including American Integrity Insurance Group, American Modern Insurance Group, Auto Club Group Insurance Association, Celina Insurance Group, Endurance Specialty Insurance, Munich Re America, New Jersey Manufacturers Insurance Co, Palm Insure and Riverport Insurance Company to provide Bottomlines cloud-based legal spend management solutions to automate, manage and control their legal spend. |
| Selected for Bottomlines leading SWIFT Access Service by customers such as Corporate Partners LTD, easyJet Plc, National Grid and World First UK Limited. |
| Deepened relationships in the healthcare vertical with customers such as Platte Valley Medical Center, Northeast Alabama Regional Medical Center, Southern Illinois Healthcare, St. Lukes Regional Medical Center and Stormont-Vail Regional Health. |
Third Quarter Strategic Corporate Highlights
| Announced a global partnership with The Royal Bank of Scotland (RBS) and RBS Citizens, N.A. to expand the banks treasury management offerings with Bottomlines Paymode-X settlement network. The strategic selection allows the banks to offer the Paymode-X payables solution to its corporate customers to enable them to convert paper-based payments into electronic payments quickly and easily. |
| Recognized at the 2013 UK Customer Satisfaction Awards with the Customer Service Leadership award for delivering excellent and innovative service to our customers |
| Announced the general availability of newest releases of the companys flagship mobile and on-demand document automation solutions for healthcare organizations. |
~ more ~
Non-GAAP Financial Measures
We have presented supplemental non-GAAP financial measures as part of this earnings release. The presentation of this non-GAAP financial information should not be considered in isolation from, or as a substitute for, our financial results presented in accordance with GAAP. Core net income and core earnings per share are non-GAAP financial measures. These 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), restructuring related costs and non-core charges associated with the convertible notes we issued in December 2012. Non-core charges associated with our convertible notes consist of non-cash interest expense as well as gains or losses on derivative instruments arising from the notes. Acquisition-related expenses include legal and professional fees and other transaction costs associated with business and asset acquisitions, costs associated with integrating acquired businesses, including costs for transitional employees or services, integration related professional services costs and other charges we incur as a direct result of our acquisition and integration efforts. We believe 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, including more meaningful comparisons of financial results to historical periods and to the financial results of less acquisitive peer and competitor companies. Our 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 our 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 and nine months ended March 31, 2013 and 2012 is as follows:
Three Months Ended March 31, (in thousands) |
Nine Months Ended March 31, (in thousands) |
|||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||
GAAP net income (loss) |
$ | (3,559 | ) | $ | (1,332 | ) | $ | (10,581 | ) | $ | 2,873 | |||||
Amortization of intangible assets |
5,162 | 3,734 | 14,675 | 11,051 | ||||||||||||
Equity-based compensation |
4,591 | 3,719 | 13,532 | 10,257 | ||||||||||||
Acquisition-related expenses |
3,165 | 706 | 7,445 | 1,007 | ||||||||||||
Restructuring expenses |
62 | 509 | 1,192 | 560 | ||||||||||||
Net (gain) loss on derivative instruments |
(482 | ) | | 4,435 | | |||||||||||
Non-cash interest expense |
2,695 | | 3,242 | | ||||||||||||
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Core net income |
$ | 11,634 | $ | 7,336 | $ | 33,940 | $ | 25,748 | ||||||||
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~ more ~
About Bottomline Technologies
Bottomline Technologies (NASDAQ: EPAY) provides cloud-based payment, invoice and banking solutions to corporations, financial institutions and banks around the world. The companys solutions are used to streamline, automate and manage processes involving payments, invoicing, global cash management, supply chain finance and transactional documents. Organizations trust Bottomline 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, Paymode-X and the BT logo are trademarks of Bottomline Technologies (de), Inc. which may be registered in certain jurisdictions. All other brand/product names are trademarks of their respective holders.
Cautionary Language
This press release may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements reflecting our expectations about our ability to drive long term growth for the company. Any statements that are not statements of historical fact (including but not limited to statements containing the words believes, plans, anticipates, expects, look forward, confident, estimates and similar expressions) should be considered to be forward-looking statements. Actual results may differ materially from those indicated by such forward-looking statements as a result of various important factors including, among others, 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 operational and financial results, refer to our Form 10-K for the fiscal year ended June 30, 2012 and any subsequently filed Form 10-Qs and Form 8-Ks 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 March 31, |
||||||||
2013 | 2012 | |||||||
Revenues: |
||||||||
Subscriptions and transactions |
$ | 28,749 | $ | 20,374 | ||||
Software licenses |
7,048 | 4,158 | ||||||
Service and maintenance |
26,809 | 28,876 | ||||||
Equipment and supplies |
1,838 | 1,908 | ||||||
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|
|
|
|||||
Total revenues |
64,444 | 55,316 | ||||||
Cost of revenues: |
||||||||
Subscriptions and transactions |
16,851 | 10,571 | ||||||
Software licenses |
952 | 656 | ||||||
Service and maintenance |
11,081 | 13,264 | ||||||
Equipment and supplies |
1,383 | 1,514 | ||||||
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|
|
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Total cost of revenues |
30,267 | 26,005 | ||||||
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|
|
|||||
Gross profit |
34,177 | 29,311 | ||||||
Operating expenses: |
||||||||
Sales and marketing |
16,215 | 12,536 | ||||||
Product development and engineering |
8,454 | 7,496 | ||||||
General and administrative |
6,554 | 5,660 | ||||||
Amortization of intangible assets |
5,162 | 3,734 | ||||||
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Total operating expenses |
36,385 | 29,426 | ||||||
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|||||
Loss from operations |
(2,208 | ) | (115 | ) | ||||
Other income (expense), net |
(2,652 | ) | 119 | |||||
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|
|
|||||
Income (loss) before income taxes |
(4,860 | ) | 4 | |||||
Provision (benefit) for income taxes |
(1,301 | ) | 1,336 | |||||
|
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|
|
|||||
Net loss |
$ | (3,559 | ) | $ | (1,332 | ) | ||
Basic net loss per share attributable to common stockholders |
$ | (0.10 | ) | $ | (0.04 | ) | ||
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Diluted net loss per share attributable to common stockholders |
$ | (0.10 | ) | $ | (0.04 | ) | ||
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Shares used in computing basic net loss per share: |
35,644 | 34,460 | ||||||
Shares used in computing diluted net loss per share: |
35,644 | 34,460 | ||||||
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Core net income (excludes amortization of intangible assets, acquisition-related expenses, restructuring expenses, stock compensation expense and non-core charges associated with our convertible notes):(1) |
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Core net income |
$ | 11,634 | $ | 7,336 | ||||
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Diluted core net income per share(2) |
$ | 0.32 | $ | 0.21 | ||||
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|
1) | Core net income excludes charges for amortization of intangible assets of $5,162 and $3,734, acquisition-related expenses of $3,165 and $706, restructuring expenses of $62 and $509, equity-based compensation of $4,591 and $3,719 and non-core charges associated with our convertible notes of $2,213 and zero for the three months ended March 31, 2013 and 2012, respectively. |
2) | Shares used in computing diluted core earnings per share were 36,503 and 35,607 for the three months ended March 31, 2013 and 2012, respectively. |
Bottomline Technologies
Unaudited Condensed Consolidated Statements of Operations
(in thousands, except per share amounts)
Nine Months Ended March 31, |
||||||||
2013 | 2012 | |||||||
Revenues: |
||||||||
Subscriptions and transactions |
$ | 87,657 | $ | 57,022 | ||||
Software licenses |
17,216 | 12,593 | ||||||
Service and maintenance |
78,999 | 87,392 | ||||||
Equipment and supplies |
5,870 | 5,879 | ||||||
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|
|
|||||
Total revenues |
189,742 | 162,886 | ||||||
Cost of revenues: |
||||||||
Subscriptions and transactions |
47,075 | 28,576 | ||||||
Software licenses |
1,978 | 1,620 | ||||||
Service and maintenance |
35,352 | 38,663 | ||||||
Equipment and supplies |
4,445 | 4,650 | ||||||
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|
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Total cost of revenues |
88,850 | 73,509 | ||||||
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|
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Gross profit |
100,892 | 89,377 | ||||||
Operating expenses: |
||||||||
Sales and marketing |
46,643 | 35,503 | ||||||
Product development and engineering |
25,186 | 19,360 | ||||||
General and administrative |
19,582 | 15,505 | ||||||
Amortization of intangible assets |
14,675 | 11,051 | ||||||
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Total operating expenses |
106,086 | 81,419 | ||||||
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Income (loss) from operations |
(5,194 | ) | 7,958 | |||||
Other income (expense), net |
(8,108 | ) | 34 | |||||
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Income (loss) before income taxes |
(13,302 | ) | 7,992 | |||||
Provision (benefit) for income taxes |
(2,721 | ) | 5,119 | |||||
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Net income (loss) |
$ | (10,581 | ) | $ | 2,873 | |||
Basic net income (loss) per share attributable to common stockholders |
$ | (0.30 | ) | $ | 0.08 | |||
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Diluted net income (loss) per share attributable to common stockholders |
$ | (0.30 | ) | $ | 0.08 | |||
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Shares used in computing basic net income (loss) per share: |
35,279 | 34,110 | ||||||
Shares used in computing diluted net income (loss) per share: |
35,279 | 35,179 | ||||||
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Core net income (excludes amortization of intangible assets, acquisition-related expenses, restructuring expenses, stock compensation expense and non-core charges associated with our convertible notes):(1) |
||||||||
Core net income |
$ | 33,940 | $ | 25,748 | ||||
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Diluted core net income per share(2) |
$ | 0.94 | $ | 0.73 | ||||
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1) | Core net income excludes charges for amortization of intangible assets of $14,675 and $11,051, acquisition-related expenses of $7,445 and $1,007, restructuring expenses of $1,192 and $560, equity-based compensation of $13,532 and $10,257 and non-core charges associated with our convertible notes of $7,677 and zero for the nine months ended March 31, 2013 and 2012, respectively. |
2) | Shares used in computing diluted core earnings per share were 36,081 and 35,179 for the nine months ended March 31, 2013 and 2012, respectively. |
Bottomline Technologies
Unaudited Condensed Consolidated Balance Sheets
(in thousands)
March 31, 2013 |
June 30, 2012 |
|||||||
Assets |
||||||||
Current assets: |
||||||||
Cash, cash equivalents and short-term investments |
$ | 284,036 | $ | 124,862 | ||||
Accounts receivable |
46,978 | 45,344 | ||||||
Other current assets |
14,687 | 15,465 | ||||||
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Total current assets |
345,701 | 185,671 | ||||||
Property and equipment, net |
22,865 | 19,756 | ||||||
Intangible assets, net |
196,809 | 177,941 | ||||||
Other assets |
15,528 | 9,003 | ||||||
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Total assets |
$ | 580,903 | $ | 392,371 | ||||
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Liabilities and stockholders equity |
||||||||
Current liabilities: |
||||||||
Accounts payable |
$ | 8,752 | $ | 8,841 | ||||
Accrued expenses |
17,533 | 17,170 | ||||||
Deferred revenue |
46,312 | 41,304 | ||||||
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Total current liabilities |
72,597 | 67,315 | ||||||
Convertible senior notes |
136,140 | | ||||||
Deferred revenue, non-current |
7,572 | 7,072 | ||||||
Deferred income taxes |
5,813 | 1,641 | ||||||
Other liabilities |
3,246 | 2,157 | ||||||
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Total liabilities |
225,368 | 78,185 | ||||||
Stockholders equity |
||||||||
Common stock |
38 | 37 | ||||||
Additional paid-in-capital |
493,938 | 438,732 | ||||||
Accumulated other comprehensive loss |
(10,244 | ) | (6,564 | ) | ||||
Treasury stock |
(21,888 | ) | (22,291 | ) | ||||
Accumulated deficit |
(106,309 | ) | (95,728 | ) | ||||
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Total stockholders equity |
355,535 | 314,186 | ||||||
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Total liabilities and stockholders equity |
$ | 580,903 | $ | 392,371 | ||||
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