NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Fiscal Years Ended June 30, 2021, 2020 and 2019
Note 1—Organization and Nature of Business
Bottomline Technologies, Inc. is a Delaware corporation that helps 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. The majority of our revenues are derived from offerings sold as SaaS-based solutions and paid for on a subscription basis. Our products and services are sold to customers operating in many different industries throughout the world, but principally in the U.S., United Kingdom (U.K.) and continental Europe regions.
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. The cost of securities sold is determined based on the specific identification method. At June 30, 2021 and 2020, the net unrealized gain associated with securities classified as available for sale was not significant. No credit loss has been recorded as we do not intend to sell the investment prior to recovering the amortized cost basis.
The table below presents information regarding our marketable securities by major security type as of June 30, 2021 and 2020.
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June 30, 2021
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June 30, 2020
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Held to Maturity
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Available for Sale
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Total
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Held to Maturity
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Available for Sale
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Total
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(in thousands)
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Marketable securities:
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Corporate and other debt securities
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$
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66
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|
|
$
|
10,150
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|
|
$
|
10,216
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|
|
$
|
61
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|
|
$
|
10,148
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|
|
$
|
10,209
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|
Total marketable securities
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$
|
66
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|
|
$
|
10,150
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|
|
$
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10,216
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|
|
$
|
61
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|
|
$
|
10,148
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|
|
$
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10,209
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All of our available for sale marketable securities are classified as current assets.
The following table presents the aggregate fair values and gross unrealized losses for those available for sale investments that were in an unrealized loss position as of June 30, 2021 and June 30, 2020, respectively, aggregated by investment category and the length of time that individual securities have been in a continuous loss position:
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At June 30, 2021
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At June 30, 2020
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Less than 12 Months
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Fair Value
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Unrealized Loss
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Fair Value
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Unrealized Loss
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(in thousands)
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Government—U.S.
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5,930
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(1)
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2,012
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|
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(1)
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Total
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|
$
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5,930
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|
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$
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(1)
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|
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$
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2,012
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|
$
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(1)
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Other Investments
We have certain other investments recorded at fair value. In circumstances where there is no readily determinable fair value, these investments are recorded at cost, less impairment (if any) plus or minus adjustments for observable price changes. The aggregate carrying value of all of our other investments was $14.0 million and $2.1 million at June 30, 2021 and 2020, respectively, and they are reported as a component of our other assets. At June 30, 2021, we reviewed the carrying value of these investments and concluded that they were not impaired. We are unable to exercise significant influence or control over the investees underlying any of these investments.
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.
Our accounts receivable are reported in our consolidated balance sheets net of allowances for uncollectible accounts. We believe that the concentration of credit risk with respect to accounts receivable and contract assets is limited due to the large number of companies and diverse industries comprising our customer base. On-going credit evaluations are performed, generally with a focus on new customers or customers with whom we have had no prior collections history, and collateral is generally not required. In estimating credit loss, we pool accounts with similar risk characteristics. Accounts that do not share the same risk characteristics are assessed for credit loss on an individual basis. The allowance for credit loss is based on historical loss data, customer specific information, geographic location, current market conditions and expected future economic conditions. Historically, bad debt expense has not been significant. There were no customers that, individually, accounted for more than 10% of our consolidated accounts receivable balance at June 30, 2021 or 2020. For the fiscal years ended June 30, 2021, 2020 and 2019, we had no customer that accounted for 10% or greater of our consolidated revenues.
Financial Instruments
The fair value of our financial instruments, which includes cash and cash equivalents, cash held for customers, marketable securities, accounts receivable, contract assets, accounts payable, customer account liabilities, derivative interest rate swaps and debt drawn under our Credit Facility, as defined in Note 11 Indebtedness, are based on assumptions concerning the amount and timing of estimated future cash flows and assumed discount rates reflecting varying degrees of perceived risk. Please refer to Note 5 Fair Value for further details on the fair value of these financial instruments.
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 and equipment are stated at cost, net of depreciation. Depreciation is recorded on a straight-line basis over the estimated useful lives of the assets as follows:
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Property, equipment, furniture, fixtures and vehicles
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3-7 years
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Technical equipment
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3-5 years
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Building (Theale, Reading, England)
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40 years
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Leasehold improvements
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Lower of estimated life or remaining lease term
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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.
Advertising Costs
We expense advertising costs as incurred. Advertising costs were $5.3 million, $4.1 million and $2.9 million for the fiscal years ended June 30, 2021, 2020 and 2019, respectively.
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).
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.
Dilutive securities are excluded from the diluted earnings per share calculation if their effect is anti-dilutive, such as in periods where we report a net loss.
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.
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.
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 $182.4 million over the next twelve months and the remainder thereafter. We exclude from our measure of remaining performance obligations amounts related to royalty based transactions and future transactional or usage-based fees for which the value of services transferred to the customer will correspond to the amount we will invoice for those services.
Contract Assets and Liabilities
The table below presents our accounts receivable, contract assets and deferred revenue balances as of June 30, 2021 and June 30, 2020.
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June 30,
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June 30,
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2021
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2020
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$ Change
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(in thousands)
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Accounts receivable
|
|
$
|
72,978
|
|
|
$
|
69,970
|
|
|
$
|
3,008
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|
Contract assets
|
|
6,627
|
|
|
3,646
|
|
|
2,981
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|
Deferred revenue
|
|
101,238
|
|
|
96,033
|
|
|
5,205
|
|
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.
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.
At June 30, 2021 and June 30, 2020, our assets and liabilities measured at fair value on a recurring basis were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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)
|
|
$
|
340
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
340
|
|
|
$
|
354
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
354
|
|
Available for sale securities - Debt
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Government - U.S.
|
|
—
|
|
|
10,150
|
|
|
—
|
|
|
10,150
|
|
|
—
|
|
|
10,148
|
|
|
—
|
|
|
10,148
|
|
Total available for sale securities
|
|
$
|
—
|
|
|
$
|
10,150
|
|
|
$
|
—
|
|
|
$
|
10,150
|
|
|
$
|
—
|
|
|
$
|
10,148
|
|
|
$
|
—
|
|
|
$
|
10,148
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other investments (long term)
|
|
$
|
—
|
|
|
$
|
966
|
|
|
$
|
1,014
|
|
|
$
|
1,980
|
|
|
$
|
—
|
|
|
$
|
1,047
|
|
|
$
|
514
|
|
|
$
|
1,561
|
|
Total assets
|
|
$
|
340
|
|
|
$
|
11,116
|
|
|
$
|
1,014
|
|
|
$
|
12,470
|
|
|
$
|
354
|
|
|
$
|
11,195
|
|
|
$
|
514
|
|
|
$
|
12,063
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Short-term derivative interest rate swap
|
|
$
|
—
|
|
|
$
|
1,564
|
|
|
$
|
—
|
|
|
$
|
1,564
|
|
|
$
|
—
|
|
|
$
|
1,631
|
|
|
$
|
—
|
|
|
$
|
1,631
|
|
Long-term derivative interest rate swap
|
|
$
|
—
|
|
|
$
|
1,550
|
|
|
$
|
—
|
|
|
$
|
1,550
|
|
|
$
|
—
|
|
|
$
|
3,448
|
|
|
$
|
—
|
|
|
$
|
3,448
|
|
Total liabilities
|
|
$
|
—
|
|
|
$
|
3,114
|
|
|
$
|
—
|
|
|
$
|
3,114
|
|
|
$
|
—
|
|
|
$
|
5,079
|
|
|
$
|
—
|
|
|
$
|
5,079
|
|
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
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
In June 2020, we acquired a technology asset from a large financial institution for a cash payment (which we funded in July 2020) of $2.5 million and contingent future cash payments of up to $0.9 million. We are also obligated to make future royalty payments should our revenue from the license or sale of this technology exceed certain levels. We intend to further develop and enhance this technology to launch a SaaS based integrated accounts receivable platform.
Note 7—Property and Equipment
Property and equipment consisted of the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30,
|
|
|
2021
|
|
2020
|
|
|
(in thousands)
|
Land
|
|
$
|
2,748
|
|
|
$
|
2,448
|
|
Building and improvements
|
|
49,815
|
|
|
48,483
|
|
Furniture and fixtures
|
|
9,459
|
|
|
10,099
|
|
Technical equipment
|
|
59,445
|
|
|
55,605
|
|
Motor vehicles
|
|
88
|
|
|
—
|
|
Total property and equipment, gross
|
|
121,555
|
|
|
116,635
|
|
Less: Accumulated depreciation
|
|
53,084
|
|
|
49,480
|
|
Total property and equipment, net
|
|
$
|
68,471
|
|
|
$
|
67,155
|
|
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.
The following tables set forth the information for intangible assets subject to amortization and for intangible assets not subject to amortization.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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
|
|
$
|
235,366
|
|
|
$
|
(175,841)
|
|
|
$
|
59,525
|
|
|
7.2
|
Core technology
|
|
154,254
|
|
|
(107,008)
|
|
|
47,246
|
|
|
7.5
|
Other intangible assets
|
|
23,504
|
|
|
(20,984)
|
|
|
2,520
|
|
|
4.8
|
Capitalized software development costs
|
|
29,217
|
|
|
(18,843)
|
|
|
10,374
|
|
|
2.6
|
Software (1)
|
|
101,898
|
|
|
(58,872)
|
|
|
43,026
|
|
|
4.0
|
Total
|
|
$
|
544,239
|
|
|
$
|
(381,548)
|
|
|
$
|
162,691
|
|
|
|
Unamortized intangible assets:
|
|
|
|
|
|
|
|
|
Goodwill
|
|
|
|
|
|
246,698
|
|
|
|
Total intangible assets
|
|
|
|
|
|
$
|
409,389
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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
|
|
$
|
219,305
|
|
|
$
|
(157,008)
|
|
|
$
|
62,297
|
|
|
7.5
|
Core technology
|
|
135,720
|
|
|
(97,431)
|
|
|
38,289
|
|
|
7.2
|
Other intangible assets
|
|
22,099
|
|
|
(19,927)
|
|
|
2,172
|
|
|
4.8
|
Capitalized software development costs
|
|
26,222
|
|
|
(14,047)
|
|
|
12,175
|
|
|
2.9
|
Software (1)
|
|
84,493
|
|
|
(45,315)
|
|
|
39,178
|
|
|
3.8
|
Total
|
|
$
|
487,839
|
|
|
$
|
(333,728)
|
|
|
$
|
154,111
|
|
|
|
Unamortized intangible assets:
|
|
|
|
|
|
|
|
|
Goodwill
|
|
|
|
|
|
205,713
|
|
|
|
Total intangible assets
|
|
|
|
|
|
$
|
359,824
|
|
|
|
——————
(1) Software includes purchased software and software developed for internal use.
Estimated amortization expense for fiscal year 2022 and subsequent fiscal years for acquired intangible assets, capitalized software development costs and software, in each case that have been placed in service as of June 30, 2021, is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Acquired Intangible Assets
|
|
Capitalized Software Development Costs
|
|
Software
|
|
|
(in thousands)
|
2022
|
|
$
|
20,500
|
|
|
$
|
5,006
|
|
|
$
|
12,130
|
|
2023
|
|
18,927
|
|
|
2,162
|
|
|
9,702
|
|
2024
|
|
17,062
|
|
|
1,407
|
|
|
7,837
|
|
2025
|
|
14,575
|
|
|
764
|
|
|
4,662
|
|
2026
|
|
13,614
|
|
|
186
|
|
|
1,505
|
|
2027 and thereafter
|
|
24,613
|
|
|
—
|
|
|
518
|
|
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.
The following table represents a rollforward of our goodwill balances, by reportable segment:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cloud Solutions
|
|
Banking Solutions
|
|
Payments and Documents
|
|
Other
|
|
Total
|
|
|
(in thousands)
|
Balance at June 30, 2019 (1)
|
|
$
|
90,307
|
|
|
$
|
39,451
|
|
|
$
|
68,149
|
|
|
$
|
8,194
|
|
|
$
|
206,101
|
|
Goodwill acquired during the period (2)
|
|
—
|
|
|
65
|
|
|
—
|
|
|
—
|
|
|
65
|
|
Goodwill reclassified as a result of segment reorganization
|
|
26,261
|
|
|
—
|
|
|
(26,261)
|
|
|
—
|
|
|
|
Impact of foreign currency translation
|
|
925
|
|
|
—
|
|
|
(1,378)
|
|
|
—
|
|
|
(453)
|
|
Balance at June 30, 2020 (1)
|
|
$
|
117,493
|
|
|
$
|
39,516
|
|
|
$
|
40,510
|
|
|
$
|
8,194
|
|
|
$
|
205,713
|
|
Goodwill acquired during the period
|
|
31,879
|
|
|
1,018
|
|
|
—
|
|
|
—
|
|
|
32,897
|
|
|
|
|
|
|
|
|
|
|
|
|
Impact of foreign currency translation
|
|
2,393
|
|
|
—
|
|
|
5,695
|
|
|
—
|
|
|
8,088
|
|
Balance at June 30, 2021 (1)
|
|
$
|
151,765
|
|
|
$
|
40,534
|
|
|
$
|
46,205
|
|
|
$
|
8,194
|
|
|
$
|
246,698
|
|
——————
(1) Other goodwill balance is net of $7.5 million accumulated impairment losses.
(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
Accrued expenses and other current liabilities consisted of the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30,
|
|
|
2021
|
|
2020
|
|
|
(in thousands)
|
Employee compensation and benefits
|
|
$
|
21,338
|
|
|
$
|
21,846
|
|
Operating lease liabilities
|
|
6,024
|
|
|
6,804
|
|
Accrued customer rebates
|
|
6,245
|
|
|
4,352
|
|
Accrued capital expenditures
|
|
197
|
|
|
2,500
|
|
Sales and value added taxes
|
|
2,267
|
|
|
2,052
|
|
Professional fees
|
|
2,533
|
|
|
1,646
|
|
Accrued income taxes payable
|
|
915
|
|
|
621
|
|
Accrued interest
|
|
14
|
|
|
191
|
|
Other
|
|
6,392
|
|
|
8,186
|
|
Total accrued expenses and other current liabilities
|
|
$
|
45,925
|
|
|
$
|
48,198
|
|
|
|
|
|
|
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.
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
|
|
$
|
7,655
|
|
|
$
|
7,573
|
|
Short-term lease cost
|
|
362
|
|
|
585
|
|
Variable lease cost
|
|
2,106
|
|
|
2,058
|
|
Sublease income
|
|
(350)
|
|
|
(360)
|
|
Total lease cost
|
|
$
|
9,773
|
|
|
$
|
9,856
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the twelve months ended
|
|
|
2021
|
|
2020
|
|
|
(in thousands)
|
Cash paid for amounts included in the measurement of lease liabilities
|
|
$
|
8,648
|
|
|
$
|
7,684
|
|
Right-of-use assets obtained in exchange for lease obligations
|
|
$
|
11,488
|
|
|
$
|
4,582
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30,
|
|
|
2021
|
|
2020
|
|
|
(in thousands)
|
Right-of-use assets, net
|
|
$
|
27,570
|
|
|
$
|
24,712
|
|
|
|
|
|
|
Operating lease liabilities, current (1)
|
|
6,024
|
|
|
6,804
|
|
Operating lease liabilities, non-current
|
|
26,629
|
|
|
20,670
|
|
Total operating lease liabilities
|
|
$
|
32,653
|
|
|
$
|
27,474
|
|
|
|
|
|
|
Weighted average discount rate
|
|
5.5
|
%
|
|
5.0
|
%
|
Weighted average remaining lease term
|
|
8.7
|
|
5.7
|
|
|
|
|
|
——————
(1) Included as a component of accrued expenses and other current liabilities.
Remaining maturities of lease liabilities at June 30, 2021 were as follows:
|
|
|
|
|
|
|
|
|
|
|
Operating Leases
|
For the year ending June 30,
|
|
(in thousands)
|
2022
|
|
7,656
|
|
2023
|
|
6,098
|
|
2024
|
|
3,764
|
|
2025
|
|
3,339
|
|
2026
|
|
3,186
|
|
Thereafter
|
|
19,079
|
|
Total lease payments
|
|
43,122
|
|
Less imputed interest
|
|
(10,469)
|
|
Total lease liabilities
|
|
$
|
32,653
|
|
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 one 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.
Future minimum annual commitments under our long term service arrangements as of June 30, 2021 are as follows:
|
|
|
|
|
|
|
|
|
|
|
(in thousands)
|
2022
|
|
$
|
13,529
|
|
2023
|
|
5,763
|
|
2024
|
|
1,707
|
|
2025
|
|
794
|
|
|
|
|
|
|
$
|
21,793
|
|
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.
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.
The fair values of the interest rate swaps and their respective locations in our consolidated balance sheets at June 30, 2021 and June 30, 2020 were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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
|
|
$
|
1,564
|
|
|
$
|
1,631
|
|
Long-term derivative liability
|
|
Other liabilities
|
|
$
|
1,550
|
|
|
$
|
3,448
|
|
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
|
|
$
|
(5,079)
|
|
|
$
|
149
|
|
|
$
|
1,816
|
|
|
|
|
$
|
(3,114)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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
|
|
$
|
(1,285)
|
|
|
$
|
(4,158)
|
|
|
$
|
364
|
|
|
|
|
$
|
(5,079)
|
|
——————
(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:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30,
|
|
|
2021
|
|
2020
|
|
|
(in thousands)
|
Change in benefit obligation:
|
|
|
|
|
Projected benefit obligation at beginning of year
|
|
$
|
54,575
|
|
|
$
|
56,908
|
|
Service cost
|
|
3,142
|
|
|
2,955
|
|
Interest cost
|
|
150
|
|
|
226
|
|
Actuarial gain
|
|
(3,258)
|
|
|
(2,374)
|
|
Plan participant contributions
|
|
1,088
|
|
|
905
|
|
Benefits paid, net of transfers into plan
|
|
21
|
|
|
(222)
|
|
Plan change
|
|
(1,418)
|
|
|
—
|
|
Settlement
|
|
—
|
|
|
(5,500)
|
|
Business combinations
|
|
9,018
|
|
|
—
|
|
Effect of foreign currency exchange rate changes
|
|
1,789
|
|
|
1,677
|
|
Projected benefit obligation at end of year
|
|
$
|
65,107
|
|
|
$
|
54,575
|
|
Change in plan assets:
|
|
|
|
|
Fair value of plan assets at beginning of year
|
|
$
|
34,316
|
|
|
$
|
37,306
|
|
Actual return on plan assets
|
|
6,268
|
|
|
(1,181)
|
|
Employer contribution
|
|
2,212
|
|
|
1,899
|
|
Plan participant contributions
|
|
1,088
|
|
|
905
|
|
Benefits paid, net of transfers into plan
|
|
21
|
|
|
(222)
|
|
Settlement
|
|
—
|
|
|
(5,500)
|
|
Business combinations
|
|
6,293
|
|
|
—
|
|
Effect of foreign currency exchange rate changes
|
|
1,002
|
|
|
1,109
|
|
Fair value of plan assets at end of year
|
|
$
|
51,200
|
|
|
$
|
34,316
|
|
Pension liability at end of fiscal year
|
|
$
|
(13,907)
|
|
|
$
|
(20,259)
|
|
Accumulated other comprehensive loss consists of the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net prior service credit
|
|
$
|
3,808
|
|
|
$
|
2,642
|
|
Net actuarial loss
|
|
(2,281)
|
|
|
(10,436)
|
|
Accumulated other comprehensive loss, before income tax
|
|
$
|
1,527
|
|
|
$
|
(7,794)
|
|
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.
Assumptions:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal Year Ended June 30,
|
|
|
2021
|
|
2020
|
|
2019
|
Weighted-average assumptions used to determine net benefit costs:
|
|
|
|
|
|
|
Discount rate
|
|
0.25
|
%
|
|
0.40
|
%
|
|
0.90
|
%
|
Expected return on plan assets
|
|
2.75
|
%
|
|
3.25
|
%
|
|
3.75
|
%
|
Rate of compensation increase
|
|
1.50
|
%
|
|
1.75
|
%
|
|
1.75
|
%
|
Weighted-average assumptions used to determine benefit obligations at year end:
|
|
|
|
|
|
|
Discount rate
|
|
0.30
|
%
|
|
0.25
|
%
|
|
0.40
|
%
|
Expected return on plan assets
|
|
2.89
|
%
|
|
2.75
|
%
|
|
3.25
|
%
|
Rate of compensation increase
|
|
1.50
|
%
|
|
1.50
|
%
|
|
1.75
|
%
|
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.
The Swiss pension plans' actual asset allocation as compared to the plan administrators' target asset allocations for fiscal year 2021 were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Actual
|
|
Target
|
Asset Category:
|
|
|
|
|
Cash and cash equivalents
|
|
2% - 6%
|
|
2% - 3%
|
Equity Securities
|
|
35% - 54%
|
|
34% - 49%
|
Fixed Income
|
|
11% - 33%
|
|
17% - 34%
|
Real Estate
|
|
25% - 26%
|
|
27% - 28%
|
Other
|
|
4% - 5%
|
|
3% - 4%
|
As of June 30, 2021, the estimated future benefit payments (inclusive of any future service) were as follows:
|
|
|
|
|
|
|
|
|
|
|
(in thousands)
|
2022
|
|
$
|
2,421
|
|
2023
|
|
2,525
|
|
2024
|
|
2,495
|
|
2025
|
|
3,862
|
|
2026
|
|
2,296
|
|
2027-2031
|
|
15,010
|
|
Net periodic pension costs for the Swiss pension plans included the following components:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal Year Ended June 30,
|
|
|
2021
|
|
2020
|
|
2019
|
|
|
(in thousands)
|
Components of net periodic cost
|
|
|
|
|
|
|
Service cost
|
|
$
|
3,142
|
|
|
$
|
2,955
|
|
|
$
|
2,532
|
|
Interest cost
|
|
150
|
|
|
226
|
|
|
456
|
|
Net prior service credit
|
|
(332)
|
|
|
(311)
|
|
|
(306)
|
|
Net actuarial loss
|
|
248
|
|
|
482
|
|
|
219
|
|
Expected return on plan assets
|
|
(1,185)
|
|
|
(1,252)
|
|
|
(1,384)
|
|
Settlements
|
|
—
|
|
|
1,049
|
|
|
617
|
|
Net periodic cost
|
|
$
|
2,023
|
|
|
$
|
3,149
|
|
|
$
|
2,134
|
|
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
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 stock options granted during the fiscal years ended June 30, 2021, 2020 or 2019.
A summary of stock option and restricted stock activity for the fiscal year ended June 30, 2021 is as follows; in respect of shares available for grant, the shares are available for issuance by us as either a stock option or as a restricted stock award:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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
|
|
4,314
|
|
|
2,212
|
|
|
$
|
44.25
|
|
|
1
|
|
|
$
|
6.89
|
|
|
3.0
|
|
$
|
49
|
|
Plan amendment
|
|
2,200
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
Awards granted (1)
|
|
(1,764)
|
|
|
1,378
|
|
|
45.80
|
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
Shares vested
|
|
—
|
|
|
(981)
|
|
|
41.44
|
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
Stock options exercised
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
Awards forfeited (1)
|
|
337
|
|
|
(263)
|
|
|
47.37
|
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
Awards expired
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
Awards outstanding at June 30, 2021
|
|
5,087
|
|
|
2,346
|
|
|
$
|
45.99
|
|
|
1
|
|
|
$
|
6.91
|
|
|
2.0
|
|
$
|
32
|
|
Stock options exercisable at June 30, 2021
|
|
|
|
|
|
|
|
1
|
|
|
$
|
6.91
|
|
|
2.0
|
|
$
|
32
|
|
——————
(1) Our stock plans have fungible share pools in which restricted stock awards are counted against the plan (or replenished within the plan, in respect of award forfeitures) as 1.28 shares for each one share of common stock subject to such restricted stock award.
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 stock options that vested during the fiscal years ended June 30, 2021, 2020 or 2019.
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 four or five year period.
Activity associated with shares issued as purchase consideration with forfeiture provisions for the fiscal year ended June 30, 2021 is reflected in the table below. These shares were not issued out of our shareholder approved stock plans and do not represent grants or awards of shares from those plans.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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
|
|
2
|
|
|
$
|
32.76
|
|
Issuance of purchase consideration shares with forfeiture provisions
|
|
94
|
|
|
51.52
|
|
Lapse of forfeiture provisions
|
|
—
|
|
|
—
|
|
Shares forfeited
|
|
(2)
|
|
|
32.76
|
|
Purchase consideration shares with forfeiture provisions outstanding at June 30, 2021
|
|
94
|
|
|
$
|
51.52
|
|
Note 15—Net (Loss) Income Per Share
The following table sets forth the computation of basic and diluted 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
|
|
$
|
(16,288)
|
|
|
$
|
(9,229)
|
|
|
$
|
9,432
|
|
Denominator:
|
|
|
|
|
|
|
Shares used in computing basic net (loss) income per share attributable to common stockholders
|
|
42,793
|
|
|
41,770
|
|
|
40,612
|
|
Impact of dilutive securities
|
|
—
|
|
|
—
|
|
|
1,079
|
|
Shares used in computing diluted net (loss) income per share attributable to common stockholders
|
|
42,793
|
|
|
41,770
|
|
|
41,691
|
|
Basic and diluted net (loss) income per share attributable to common stockholders
|
|
$
|
(0.38)
|
|
|
$
|
(0.22)
|
|
|
$
|
0.23
|
|
For the fiscal year ended June 30, 2021 and 2020, approximately 2.2 million and 2.3 million shares, respectively, of unvested restricted stock and shares underlying stock options were excluded from the calculation of diluted earnings per share as their effect on the calculation would have been anti-dilutive. At June 30, 2021, approximately 0.4 million shares of unvested restricted stock with performance conditions were also excluded from the calculation of diluted earnings per share as the performance contingencies were not resolved.
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.
Segment information for the fiscal years ended June 30, 2021, 2020 and 2019, according to the segment descriptions above, is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal Year Ended June 30,
|
|
|
2021
|
|
2020
|
|
2019
|
|
|
(in thousands)
|
Segment revenue:
|
|
|
|
|
|
|
Cloud Solutions
|
|
$
|
282,563
|
|
|
$
|
252,349
|
|
|
$
|
232,106
|
|
Banking Solutions
|
|
101,075
|
|
|
97,785
|
|
|
93,956
|
|
Payments and Documents
|
|
70,785
|
|
|
75,048
|
|
|
77,322
|
|
Other
|
|
16,980
|
|
|
17,039
|
|
|
18,578
|
|
Total segment revenue
|
|
$
|
471,403
|
|
|
$
|
442,221
|
|
|
$
|
421,962
|
|
Segment measure of profit (loss):
|
|
|
|
|
|
|
Cloud Solutions
|
|
$
|
58,604
|
|
|
$
|
54,002
|
|
|
$
|
53,113
|
|
Banking Solutions
|
|
3,575
|
|
|
4,849
|
|
|
8,227
|
|
Payments and Documents
|
|
17,126
|
|
|
19,336
|
|
|
21,207
|
|
Other
|
|
(11,817)
|
|
|
(10,459)
|
|
|
(5,301)
|
|
Total measure of segment profit
|
|
$
|
67,488
|
|
|
$
|
67,728
|
|
|
$
|
77,246
|
|
A reconciliation of the measure of segment profit to GAAP (loss) income before income taxes is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal Year Ended June 30,
|
|
|
2021
|
|
2020
|
|
2019
|
|
|
(in thousands)
|
Total measure of segment profit
|
|
$
|
67,488
|
|
|
$
|
67,728
|
|
|
$
|
77,246
|
|
Less:
|
|
|
|
|
|
|
Amortization of acquisition-related intangible assets
|
|
(21,173)
|
|
|
(20,370)
|
|
|
(21,336)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock-based compensation plan expense
|
|
(45,533)
|
|
|
(42,044)
|
|
|
(41,695)
|
|
Acquisition and integration-related expenses
|
|
(2,328)
|
|
|
(5,647)
|
|
|
(4,648)
|
|
Restructuring expenses
|
|
(4,244)
|
|
|
(1,652)
|
|
|
(1,881)
|
|
Excess depreciation associated with restructuring events
|
|
(633)
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other non-core (expense) income
|
|
(196)
|
|
|
94
|
|
|
(550)
|
|
Global ERP system implementation and other costs
|
|
—
|
|
|
(485)
|
|
|
(3,395)
|
|
Other (expense) income, net of pension adjustments
|
|
(3,843)
|
|
|
(5,025)
|
|
|
3,153
|
|
(Loss) income before income taxes
|
|
$
|
(10,462)
|
|
|
$
|
(7,401)
|
|
|
$
|
6,894
|
|
——————
The following depreciation and other amortization expense amounts are included in the segment measure of profit:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal Year Ended June 30,
|
|
|
2021
|
|
2020
|
|
2019
|
|
|
(in thousands)
|
Depreciation and other amortization expense:
|
|
|
|
|
|
|
Cloud Solutions
|
|
$
|
18,386
|
|
|
$
|
15,903
|
|
|
$
|
13,543
|
|
Banking Solutions
|
|
11,801
|
|
|
9,416
|
|
|
7,865
|
|
Payments and Documents
|
|
1,149
|
|
|
1,011
|
|
|
1,146
|
|
Other
|
|
1,209
|
|
|
902
|
|
|
357
|
|
Total depreciation and other amortization expense
|
|
$
|
32,545
|
|
|
$
|
27,232
|
|
|
$
|
22,911
|
|
Geographic Information
We have presented geographic information about our revenues below. This presentation allocates revenue based on the point of sale, not the location of the customer. Accordingly, we derive revenues from geographic locations based on the location of the customer that would vary from the geographic areas listed here.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal Year Ended June 30,
|
|
|
2021
|
|
2020
|
|
2019
|
|
|
(in thousands)
|
United States
|
|
$
|
283,655
|
|
|
$
|
277,153
|
|
|
$
|
261,779
|
|
United Kingdom
|
|
118,862
|
|
|
106,492
|
|
|
99,746
|
|
Switzerland
|
|
47,891
|
|
|
39,071
|
|
|
38,698
|
|
Other
|
|
20,995
|
|
|
19,505
|
|
|
21,739
|
|
Total revenues from unaffiliated customers
|
|
$
|
471,403
|
|
|
$
|
442,221
|
|
|
$
|
421,962
|
|
Long-lived assets based on geographical location, excluding deferred tax assets and intangible assets, were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At June 30,
|
|
|
2021
|
|
2020
|
|
|
(in thousands)
|
Long-lived assets:
|
|
|
|
|
United States
|
|
$
|
82,816
|
|
|
$
|
64,858
|
|
United Kingdom
|
|
44,455
|
|
|
41,835
|
|
Other
|
|
17,453
|
|
|
16,977
|
|
Total long-lived assets
|
|
$
|
144,724
|
|
|
$
|
123,670
|
|
Disaggregation of Revenue
The tables below present our subscriptions revenue and total revenue disaggregated by major product classification.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in thousands)
|
|
Twelve Months Ended June 30,
|
|
|
2021
|
|
2020
|
|
|
Subscriptions Revenue
|
|
Total Revenue
|
|
Subscriptions Revenue
|
|
Total Revenue
|
Payment Platforms (1)
|
|
$
|
178,060
|
|
|
$
|
195,476
|
|
|
$
|
149,109
|
|
|
$
|
167,547
|
|
Banking Solutions
|
|
89,832
|
|
|
101,075
|
|
|
80,176
|
|
|
97,785
|
|
Legal Spend Management (2)
|
|
87,070
|
|
|
87,087
|
|
|
84,802
|
|
|
84,802
|
|
All other (3)
|
|
29,780
|
|
|
87,765
|
|
|
25,323
|
|
|
92,087
|
|
Total revenues
|
|
$
|
384,742
|
|
|
$
|
471,403
|
|
|
$
|
339,410
|
|
|
$
|
442,221
|
|
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.
(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.
Our provision for (benefit from) income taxes consisted of the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal Year Ended June 30,
|
|
|
2021
|
|
2020
|
|
2019
|
|
|
(in thousands)
|
Current:
|
|
|
|
|
|
|
Federal
|
|
$
|
(8)
|
|
|
$
|
43
|
|
|
$
|
56
|
|
State
|
|
50
|
|
|
84
|
|
|
123
|
|
Foreign
|
|
5,448
|
|
|
2,530
|
|
|
2,430
|
|
|
|
5,490
|
|
|
2,657
|
|
|
2,609
|
|
Deferred:
|
|
|
|
|
|
|
Federal
|
|
(551)
|
|
|
(314)
|
|
|
(1,724)
|
|
State
|
|
327
|
|
|
336
|
|
|
(441)
|
|
Foreign
|
|
560
|
|
|
(851)
|
|
|
(2,982)
|
|
|
|
336
|
|
|
(829)
|
|
|
(5,147)
|
|
|
|
$
|
5,826
|
|
|
$
|
1,828
|
|
|
$
|
(2,538)
|
|
Our income tax expense (benefit) included a tax benefit of $0.4 million in each of the fiscal years 2021, 2020 and 2019, respectively, relating to a reduction in our unrecognized tax benefits upon the expiration of certain statutes of limitations.
Income (loss) before income taxes by geographic area is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal Year Ended June 30,
|
|
|
2021
|
|
2020
|
|
2019
|
|
|
(in thousands)
|
North America
|
|
$
|
(17,489)
|
|
|
$
|
(2,417)
|
|
|
$
|
9,403
|
|
United Kingdom
|
|
11,984
|
|
|
4,918
|
|
|
4,184
|
|
Continental Europe
|
|
3,772
|
|
|
1,292
|
|
|
2,194
|
|
Asia-Pacific and Middle East
|
|
(8,729)
|
|
|
(11,194)
|
|
|
(8,887)
|
|
|
|
$
|
(10,462)
|
|
|
$
|
(7,401)
|
|
|
$
|
6,894
|
|
A reconciliation of the federal statutory rate to the effective income tax rate is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal Year Ended June 30,
|
|
|
2021
|
|
2020
|
|
2019
|
Tax expense (benefit) at federal statutory rate
|
|
(21.0
|
%)
|
|
(21.0
|
%)
|
|
21.0
|
%
|
State taxes, net of federal benefit
|
|
(7.3
|
%)
|
|
(5.5
|
%)
|
|
(11.1
|
%)
|
Change in valuation allowance
|
|
54.2
|
%
|
|
32.8
|
%
|
|
3.7
|
%
|
Non-deductible executive compensation
|
|
22.3
|
%
|
|
28.3
|
%
|
|
48.4
|
%
|
Changes in tax laws or rates (1)
|
|
17.0
|
%
|
|
(4.7
|
%)
|
|
(10.8
|
%)
|
Foreign branch operations, net of foreign tax deductions
|
|
5.7
|
%
|
|
8.8
|
%
|
|
9.7
|
%
|
Changes in uncertain tax positions
|
|
5.3
|
%
|
|
13.6
|
%
|
|
2.0
|
%
|
Non-deductible other expenses
|
|
3.4
|
%
|
|
5.2
|
%
|
|
6.1
|
%
|
Non-deductible acquisition costs
|
|
0.4
|
%
|
|
0.1
|
%
|
|
7.2
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share-based payments
|
|
(4.4
|
%)
|
|
(15.3
|
%)
|
|
(94.0
|
%)
|
Research and development credit
|
|
(7.7
|
%)
|
|
(11.1
|
%)
|
|
(14.8
|
%)
|
Tax rate differential on foreign earnings
|
|
(12.6
|
%)
|
|
(7.3
|
%)
|
|
(4.5
|
%)
|
Other
|
|
0.4
|
%
|
|
0.8
|
%
|
|
0.3
|
%
|
|
|
|
|
|
|
|
|
|
55.7
|
%
|
|
24.7
|
%
|
|
(36.8
|
%)
|
——————
(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.
Deferred Tax Assets and Liabilities
We recognize deferred tax assets and liabilities based on the differences between their financial reporting and tax basis by applying tax rates that are expected to be in effect when the differences reverse. Significant components of our deferred income taxes are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30,
|
|
|
2021
|
|
2020
|
|
|
(in thousands)
|
Deferred tax assets:
|
|
|
|
|
Net operating loss carryforwards
|
|
$
|
43,282
|
|
|
$
|
38,795
|
|
Research and development and other credits
|
|
8,621
|
|
|
7,815
|
|
Lease Liabilities
|
|
7,976
|
|
|
6,261
|
|
Stock compensation
|
|
7,370
|
|
|
6,848
|
|
Deferred revenue
|
|
3,976
|
|
|
4,577
|
|
Various accrued expenses
|
|
3,178
|
|
|
3,281
|
|
Accrued pension
|
|
2,166
|
|
|
2,834
|
|
Unrealized loss - interest swap
|
|
849
|
|
|
1,377
|
|
Acquired intangible assets
|
|
975
|
|
|
851
|
|
Property and equipment
|
|
608
|
|
|
445
|
|
Allowances and reserves
|
|
353
|
|
|
353
|
|
Other
|
|
1,151
|
|
|
466
|
|
Total deferred tax assets
|
|
$
|
80,505
|
|
|
$
|
73,903
|
|
Valuation allowance
|
|
(40,062)
|
|
|
(34,830)
|
|
Deferred tax assets, net of valuation allowance
|
|
40,443
|
|
|
39,073
|
|
|
|
|
|
|
Deferred tax liabilities:
|
|
|
|
|
Acquired intangible assets
|
|
(17,900)
|
|
|
(12,903)
|
|
Property and equipment, inclusive of capitalized software
|
|
(15,017)
|
|
|
(15,735)
|
|
Deductible goodwill acquired intangible assets
|
|
(8,681)
|
|
|
(7,384)
|
|
Right of Use Assets
|
|
(6,706)
|
|
|
(5,659)
|
|
Capitalized Costs
|
|
(5,447)
|
|
|
(5,559)
|
|
|
|
|
|
|
|
|
|
|
|
Other
|
|
(1,211)
|
|
|
(489)
|
|
Total deferred tax liabilities
|
|
(54,962)
|
|
|
(47,729)
|
|
Net deferred tax liabilities
|
|
$
|
(14,519)
|
|
|
$
|
(8,656)
|
|
|
|
|
|
|
Reported as:
|
|
|
|
|
Long-term deferred tax assets (included in "Other Assets")
|
|
$
|
55
|
|
|
$
|
—
|
|
Long-term deferred tax liabilities
|
|
(14,574)
|
|
|
(8,656)
|
|
Net deferred tax liabilities
|
|
$
|
(14,519)
|
|
|
$
|
(8,656)
|
|
|
|
|
|
|
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.
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.
A summary of the changes in the gross amount of unrecognized tax benefits is shown below:
|
|
|
|
|
|
|
|
|
|
|
(in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at July 1, 2018
|
|
8,701
|
|
Additions related to current year tax positions
|
|
1,257
|
|
Additions related to prior year tax positions
|
|
56
|
|
Reductions due to lapse of statute of limitations
|
|
(377)
|
|
Change in tax rates
|
|
319
|
|
Foreign currency translation
|
|
(43)
|
|
Balance at July 1, 2019
|
|
9,913
|
|
Additions related to current year tax positions
|
|
1,810
|
|
Reductions related to prior year tax positions
|
|
(19)
|
|
Reductions due to lapse of statute of limitations
|
|
(399)
|
|
|
|
|
Change in tax rates
|
|
49
|
|
Foreign currency translation
|
|
(44)
|
|
Balance at July 1, 2020
|
|
11,310
|
|
Additions related to current year tax positions
|
|
1,402
|
|
Additions related to prior year tax positions
|
|
41
|
|
Reductions due to lapse of statute of limitations
|
|
(392)
|
|
Change in tax rates
|
|
21
|
|
Foreign currency translations
|
|
191
|
|
Balance at July 1, 2021
|
|
$
|
12,573
|
|
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
We generally offer a standard warranty on our products and services, specifying that our software products will perform in accordance with published product specifications and that any professional services will conform with applicable specifications and industry standards. Further, we offer, as an element of our standard licensing arrangements, an indemnification clause that protects the
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
On August 17, 2021 we announced that our board of directors had authorized a repurchase program of our common stock for an aggregate repurchase amount of $50 million. The authorization for the stock repurchase program may be terminated, increased or decreased by our board of directors at any time. Our intent is to complete this program by December 31, 2021.