2021
| Delaware | 02-0433294 | ||||||||
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | ||||||||
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| New Hampshire | |||||||||
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| (Address of principal executive offices) | (Zip Code) | ||||||||
| Title of each class: | Trading Symbol(s): | Name of each exchange on which registered: | ||||||
| Common Stock, $.001 par value per share | EPAY | The Nasdaq Global Select Market | ||||||
| Large accelerated filer | ☒ | Accelerated | ☐ | |||||||||||||
| ☐ | ☐ | |||||||||||||||
| Emerging growth company | ☐ | |||||||||||||||
45,387,839.
BOTTOMLINE TECHNOLOGIES (de), INC.
FORM10-Q
FOR THE FISCAL QUARTER ENDED DECEMBER 31, 2017
TABLE OF CONTENTSBOTTOMLINE TECHNOLOGIES, INC. FORM 10-Q FOR THE FISCAL QUARTER ENDED MARCH 31, 2021 TABLE OF CONTENTS PagePART I Page Item 1. Item 2. 21Item 3. 31Item 4. 31PART II Item 1. 32Item 1A. 32Item 2. 32Item 6. 3334Item 1.Financial Statements
Bottomline Technologies (de), Inc.
Unaudited Condensed Consolidated Balance Sheets
(in thousands)
| December 31, | June 30, | |||||||
| 2017 | 2017 | |||||||
ASSETS | ||||||||
Current assets: | ||||||||
Cash and cash equivalents | $ | 64,051 | $ | 124,569 | ||||
Cash and cash equivalents, held for customers | 3,481 | — | ||||||
Marketable securities | 10,004 | 1,973 | ||||||
Accounts receivable net of allowances for doubtful accounts of $973 at December 31, 2017 and $923 at June 30, 2017 | 78,073 | 64,244 | ||||||
Prepaid expenses and other current assets | 18,556 | 16,807 | ||||||
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Total current assets | 174,165 | 207,593 | ||||||
Property and equipment, net | 27,199 | 26,195 | ||||||
Goodwill | 202,083 | 194,700 | ||||||
Intangible assets, net | 173,266 | 171,280 | ||||||
Other assets | 18,058 | 17,671 | ||||||
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Total assets | $ | 594,771 | $ | 617,439 | ||||
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LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
Current liabilities: | ||||||||
Accounts payable | $ | 10,268 | $ | 9,013 | ||||
Accrued expenses and other current liabilities | 28,411 | 29,179 | ||||||
Customer account liabilities | 3,481 | — | ||||||
Deferred revenue | 59,835 | 74,113 | ||||||
Convertible senior notes | — | 183,682 | ||||||
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Total current liabilities | 101,995 | 295,987 | ||||||
Borrowings under credit facility | 150,000 | — | ||||||
Deferred revenue,non-current | 25,172 | 22,047 | ||||||
Deferred income taxes | 13,452 | 15,433 | ||||||
Other liabilities | 22,202 | 22,016 | ||||||
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Total liabilities | 312,821 | 355,483 | ||||||
Stockholders’ equity | ||||||||
Preferred Stock, $.001 par value: | ||||||||
Authorizedshares-4,000; issued and outstanding shares-none | — | — | ||||||
Common Stock, $.001 par value: | ||||||||
Authorizedshares-100,000; issuedshares-44,075 at December 31, 2017 and 42,797 at June 30, 2017; outstandingshares-38,197 at December 31, 2017 and 37,443 at June 30, 2017 | 44 | 43 | ||||||
Additionalpaid-in-capital | 660,701 | 624,001 | ||||||
Accumulated other comprehensive loss | (29,671 | ) | (32,325 | ) | ||||
Treasury stock: 5,878 shares at December 31, 2017 and 5,354 shares at June 30, 2017, at cost | (131,528 | ) | (113,071 | ) | ||||
Accumulated deficit | (217,596 | ) | (216,692 | ) | ||||
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Total stockholders’ equity | 281,950 | 261,956 | ||||||
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Total liabilities and stockholders’ equity | $ | 594,771 | $ | 617,439 | ||||
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| Bottomline Technologies, Inc. | ||||||||||||||
| Unaudited Condensed Consolidated Balance Sheets | ||||||||||||||
| (in thousands, except per share amounts) | ||||||||||||||
| March 31, | June 30, | |||||||||||||
| 2021 | 2020 | |||||||||||||
| ASSETS | ||||||||||||||
| Current assets: | ||||||||||||||
| Cash and cash equivalents | 128,188 | $ | 194,832 | |||||||||||
| Cash held for customers | 8,556 | 6,304 | ||||||||||||
| Marketable securities | 10,250 | 10,209 | ||||||||||||
Accounts receivable net of allowances for doubtful accounts of $1,441 at March 31, 2021 and $1,336 at June 30, 2020 | 79,673 | 69,970 | ||||||||||||
| Prepaid expenses and other current assets | 35,880 | 28,328 | ||||||||||||
| Total current assets | 262,547 | 309,643 | ||||||||||||
| Property and equipment, net | 69,441 | 67,155 | ||||||||||||
| Operating lease right-of-use assets, net | 30,811 | 24,712 | ||||||||||||
| Goodwill | 245,287 | 205,713 | ||||||||||||
| Intangible assets, net | 167,658 | 154,111 | ||||||||||||
| Other assets | 46,218 | 31,803 | ||||||||||||
| Total assets | $ | 821,962 | $ | 793,137 | ||||||||||
| LIABILITIES AND STOCKHOLDERS' EQUITY | ||||||||||||||
| Current liabilities: | ||||||||||||||
| Accounts payable | $ | 14,788 | $ | 13,422 | ||||||||||
| Accrued expenses and other current liabilities | 48,234 | 48,198 | ||||||||||||
| Customer account liabilities | 8,556 | 6,304 | ||||||||||||
| Deferred revenue | 96,273 | 82,074 | ||||||||||||
| Total current liabilities | 167,851 | 149,998 | ||||||||||||
| Borrowings under credit facility | 130,000 | 180,000 | ||||||||||||
| Deferred revenue, non-current | 13,665 | 13,959 | ||||||||||||
| Operating lease liabilities, non-current | 27,828 | 20,670 | ||||||||||||
| Deferred income taxes | 13,727 | 8,656 | ||||||||||||
| Other liabilities | 29,409 | 27,520 | ||||||||||||
| Total liabilities | 382,480 | 400,803 | ||||||||||||
| Stockholders' equity | ||||||||||||||
| Preferred Stock, $.001 par value: | ||||||||||||||
Authorized shares- 4,000; issued and outstanding shares- NaN | 0 | 0 | ||||||||||||
| Common Stock, $.001 par value: | ||||||||||||||
Authorized shares-100,000; issued shares- 49,041 at March 31, 2021 and 48,147 at June 30, 2020; outstanding shares- 42,984 at March 31, 2021 and 42,172 at June 30, 2020 | 49 | 48 | ||||||||||||
| Additional paid-in-capital | 807,527 | 764,906 | ||||||||||||
| Accumulated other comprehensive loss | (28,263) | (48,675) | ||||||||||||
| Treasury stock: 6,057 shares at March 31, 2021 and 5,975 shares at June 30, 2020, at cost | (150,282) | (143,333) | ||||||||||||
| Accumulated deficit | (189,549) | (180,612) | ||||||||||||
| Total stockholders' equity | 439,482 | 392,334 | ||||||||||||
| Total liabilities and stockholders' equity | $ | 821,962 | $ | 793,137 | ||||||||||
Bottomline Technologies (de), Inc.
Unaudited Condensed Consolidated Statements
| Bottomline Technologies, Inc. | ||||||||||||||||||||||||||
| Unaudited Condensed Consolidated Statements of Comprehensive Income (Loss) | ||||||||||||||||||||||||||
| (in thousands, except per share amounts) | ||||||||||||||||||||||||||
| Three Months Ended March 31, | Nine Months Ended March 31, | |||||||||||||||||||||||||
| 2021 | 2020 | 2021 | 2020 | |||||||||||||||||||||||
| Revenues: | ||||||||||||||||||||||||||
| Subscriptions | $ | 99,939 | $ | 87,531 | $ | 283,721 | $ | 251,682 | ||||||||||||||||||
| Software licenses | 1,092 | 1,546 | 3,871 | 6,922 | ||||||||||||||||||||||
| Service and maintenance | 19,292 | 21,732 | 59,878 | 70,618 | ||||||||||||||||||||||
| Other | 562 | 906 | 1,804 | 2,360 | ||||||||||||||||||||||
| Total revenues | 120,885 | 111,715 | 349,274 | 331,582 | ||||||||||||||||||||||
| Cost of revenues: | ||||||||||||||||||||||||||
| Subscriptions | 39,194 | 34,670 | 111,607 | 100,884 | ||||||||||||||||||||||
| Software licenses | 116 | 82 | 332 | 400 | ||||||||||||||||||||||
| Service and maintenance | 10,450 | 12,534 | 31,752 | 38,516 | ||||||||||||||||||||||
| Other | 375 | 643 | 1,235 | 1,663 | ||||||||||||||||||||||
| Total cost of revenues | 50,135 | 47,929 | 144,926 | 141,463 | ||||||||||||||||||||||
| Gross profit | 70,750 | 63,786 | 204,348 | 190,119 | ||||||||||||||||||||||
| Operating expenses: | ||||||||||||||||||||||||||
| Sales and marketing | 31,525 | 27,370 | 86,505 | 80,046 | ||||||||||||||||||||||
| Product development and engineering | 20,224 | 18,000 | 57,906 | 54,628 | ||||||||||||||||||||||
| General and administrative | 15,678 | 13,734 | 45,962 | 41,840 | ||||||||||||||||||||||
| Amortization of acquisition-related intangible assets | 5,443 | 5,121 | 15,614 | 15,284 | ||||||||||||||||||||||
| Total operating expenses | 72,870 | 64,225 | 205,987 | 191,798 | ||||||||||||||||||||||
| Loss from operations | (2,120) | (439) | (1,639) | (1,679) | ||||||||||||||||||||||
| Other expense, net | (1,314) | (970) | (2,982) | (2,265) | ||||||||||||||||||||||
| Loss before income taxes | (3,434) | (1,409) | (4,621) | (3,944) | ||||||||||||||||||||||
| Income tax provision | (1,335) | (6,059) | (4,372) | (2,282) | ||||||||||||||||||||||
| Net loss | $ | (4,769) | $ | (7,468) | $ | (8,993) | $ | (6,226) | ||||||||||||||||||
| Basic and diluted net loss per share | $ | (0.11) | $ | (0.18) | $ | (0.21) | $ | (0.15) | ||||||||||||||||||
| Shares used in computing net loss per share: | ||||||||||||||||||||||||||
| Basic and diluted | 42,838 | 41,823 | 42,682 | 41,668 | ||||||||||||||||||||||
| Other comprehensive income (loss), net of tax: | ||||||||||||||||||||||||||
| Unrealized gain (loss) on available for sale securities | 4 | 70 | (31) | 67 | ||||||||||||||||||||||
| Change in fair value on interest rate hedging instruments | 614 | (3,482) | 1,526 | (3,590) | ||||||||||||||||||||||
| Minimum pension liability adjustments | 453 | 5 | (111) | 13 | ||||||||||||||||||||||
| Foreign currency translation adjustments | (3,721) | (9,313) | 19,028 | (3,248) | ||||||||||||||||||||||
| Other comprehensive income (loss), net of tax: | (2,650) | (12,720) | 20,412 | (6,758) | ||||||||||||||||||||||
| Comprehensive income (loss) | $ | (7,419) | $ | (20,188) | $ | 11,419 | $ | (12,984) | ||||||||||||||||||
Bottomline Technologies (de), Inc.
Unaudited Condensed Consolidated Statements
| Bottomline Technologies, Inc. | |||||||||||||||||||||||||||||||||||||||||||||||
| Unaudited Condensed Consolidated Statements of Stockholders' Equity | |||||||||||||||||||||||||||||||||||||||||||||||
| (in thousands) | |||||||||||||||||||||||||||||||||||||||||||||||
| Three Months Ended March 31, 2021 | |||||||||||||||||||||||||||||||||||||||||||||||
| Common Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Income (Loss) | Treasury Stock | Accumulated Deficit | Total Stockholders' Equity | ||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | ||||||||||||||||||||||||||||||||||||||||||||
| Balance at December 31, 2020 | 48,856 | $49 | $795,630 | $(25,613) | 6,138 | $(152,299) | $(184,780) | $432,987 | |||||||||||||||||||||||||||||||||||||||
| Issuance of common stock for employee stock purchase plan and upon exercise of stock options | — | — | 404 | — | (81) | 2,017 | — | 2,421 | |||||||||||||||||||||||||||||||||||||||
| Vesting of restricted stock awards | 185 | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||
| Stock compensation plan expense | — | — | 11,493 | — | — | — | — | 11,493 | |||||||||||||||||||||||||||||||||||||||
| Minimum pension liability adjustments, net of tax | — | — | — | 453 | — | — | — | 453 | |||||||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | — | — | — | (4,769) | (4,769) | |||||||||||||||||||||||||||||||||||||||
| Unrealized gain on available for sale securities, net of tax | — | — | — | 4 | — | — | — | 4 | |||||||||||||||||||||||||||||||||||||||
| Change in fair value on interest rate hedging instruments | — | — | — | 614 | — | — | — | 614 | |||||||||||||||||||||||||||||||||||||||
| Foreign currency translation adjustment | — | — | — | (3,721) | — | — | — | (3,721) | |||||||||||||||||||||||||||||||||||||||
| Balance at March 31, 2021 | 49,041 | $49 | $807,527 | $(28,263) | 6,057 | $(150,282) | $(189,549) | $439,482 | |||||||||||||||||||||||||||||||||||||||
| Three Months Ended March 31, 2020 | |||||||||||||||||||||||||||||||||||||||||||||||
| Common Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Income (Loss) | Treasury Stock | Accumulated Deficit | Total Stockholders' Equity | ||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | ||||||||||||||||||||||||||||||||||||||||||||
| Balance at December 31, 2019 | 47,645 | $48 | $744,359 | $(37,631) | 5,948 | $(140,701) | $(170,141) | $395,934 | |||||||||||||||||||||||||||||||||||||||
| Issuance of common stock for employee stock purchase plan and upon exercise of stock options | — | — | 450 | — | (63) | 1,508 | — | 1,958 | |||||||||||||||||||||||||||||||||||||||
| Vesting of restricted stock awards | 244 | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||
| Repurchase of common stock to be held in treasury | — | — | — | — | 90 | (4,140) | — | (4,140) | |||||||||||||||||||||||||||||||||||||||
| Stock compensation plan expense | — | — | 9,331 | — | — | — | — | 9,331 | |||||||||||||||||||||||||||||||||||||||
| Minimum pension liability adjustments, net of tax | — | — | — | 5 | — | — | — | 5 | |||||||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | — | — | — | (7,468) | (7,468) | |||||||||||||||||||||||||||||||||||||||
| Unrealized gain on available for sale securities, net of tax | — | — | — | 70 | — | — | — | 70 | |||||||||||||||||||||||||||||||||||||||
| Change in fair value on interest rate hedging instruments | — | — | — | (3,482) | — | — | — | (3,482) | |||||||||||||||||||||||||||||||||||||||
| Foreign currency translation adjustment | — | — | — | (9,313) | — | — | — | (9,313) | |||||||||||||||||||||||||||||||||||||||
| Balance at March 31, 2020 | 47,889 | $48 | $754,140 | $(50,351) | 5,975 | $(143,333) | $(177,609) | $382,895 | |||||||||||||||||||||||||||||||||||||||
| Bottomline Technologies, Inc. | |||||||||||||||||||||||||||||||||||||||||||||||
| Unaudited Condensed Consolidated Statements of Stockholders' Equity | |||||||||||||||||||||||||||||||||||||||||||||||
| (in thousands) | |||||||||||||||||||||||||||||||||||||||||||||||
| Nine Months Ended March 31, 2021 | |||||||||||||||||||||||||||||||||||||||||||||||
| Common Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Income (Loss) | Treasury Stock | Accumulated Deficit | Total Stockholders' Equity | ||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | ||||||||||||||||||||||||||||||||||||||||||||
| Balance at June 30, 2020 | 48,147 | $48 | $764,906 | $(48,675) | 5,975 | $(143,333) | $(180,612) | $392,334 | |||||||||||||||||||||||||||||||||||||||
| Issuance of common stock for employee stock purchase plan and upon exercise of stock options | 0 | — | 783 | — | (156) | 3,806 | — | 4,589 | |||||||||||||||||||||||||||||||||||||||
| Vesting of restricted stock awards | 728 | 1 | — | — | — | — | — | 1 | |||||||||||||||||||||||||||||||||||||||
| Issuance of common stock in connection with acquisition | 166 | 0 | 8,183 | — | — | — | — | 8,183 | |||||||||||||||||||||||||||||||||||||||
| Repurchase of common stock to be held in treasury | — | — | — | — | 238 | (10,755) | — | (10,755) | |||||||||||||||||||||||||||||||||||||||
| Stock compensation plan expense | — | — | 33,655 | — | — | — | — | 33,655 | |||||||||||||||||||||||||||||||||||||||
| Minimum pension liability adjustments, net of tax | — | — | — | (111) | — | — | — | (111) | |||||||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | — | — | — | (8,993) | (8,993) | |||||||||||||||||||||||||||||||||||||||
| Cumulative effect of adoption of updated share-based compensation standard | — | — | — | — | — | — | 56 | 56 | |||||||||||||||||||||||||||||||||||||||
| Unrealized loss on available for sale securities, net of tax | — | — | — | (31) | — | — | — | (31) | |||||||||||||||||||||||||||||||||||||||
| Change in fair value on interest rate hedging instruments | — | — | — | 1,526 | — | — | — | 1,526 | |||||||||||||||||||||||||||||||||||||||
| Foreign currency translation adjustment | — | — | — | 19,028 | — | — | — | 19,028 | |||||||||||||||||||||||||||||||||||||||
| Balance at March 31, 2021 | 49,041 | $49 | $807,527 | $(28,263) | 6,057 | $(150,282) | $(189,549) | $439,482 | |||||||||||||||||||||||||||||||||||||||
| Nine Months Ended March 31, 2020 | |||||||||||||||||||||||||||||||||||||||||||||||
| Common Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Income (Loss) | Treasury Stock | Accumulated Deficit | Total Stockholders' Equity | ||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | ||||||||||||||||||||||||||||||||||||||||||||
| Balance at June 30, 2019 | 46,995 | $47 | $721,438 | $(43,593) | 5,680 | $(127,095) | $(171,420) | $379,377 | |||||||||||||||||||||||||||||||||||||||
| Issuance of common stock for employee stock purchase plan and upon exercise of stock options | 13 | — | 1,226 | `` | — | (123) | 2,907 | — | 4,133 | ||||||||||||||||||||||||||||||||||||||
| Vesting of restricted stock awards | 881 | 1 | — | — | — | — | — | 1 | |||||||||||||||||||||||||||||||||||||||
| Repurchase of common stock to held in treasury | — | — | — | — | 418 | (19,145) | — | (19,145) | |||||||||||||||||||||||||||||||||||||||
| Stock compensation plan expense | — | — | 31,476 | — | — | — | — | 31,476 | |||||||||||||||||||||||||||||||||||||||
| Minimum pension liability adjustments, net of tax | — | — | — | 13 | — | — | — | 13 | |||||||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | — | — | — | (6,226) | (6,226) | |||||||||||||||||||||||||||||||||||||||
| Cumulative effect of adoption of updated revenue recognition standard | — | — | — | — | — | — | 37 | 37 | |||||||||||||||||||||||||||||||||||||||
| Unrealized gain on available for sale securities, net of tax | — | — | — | 67 | — | — | — | 67 | |||||||||||||||||||||||||||||||||||||||
| Change in fair value on interest rate hedging instruments | — | — | — | (3,590) | — | — | — | (3,590) | |||||||||||||||||||||||||||||||||||||||
| Foreign currency translation adjustment | — | — | — | (3,248) | — | — | — | (3,248) | |||||||||||||||||||||||||||||||||||||||
| Balance at March 31, 2020 | 47,889 | $48 | $754,140 | $(50,351) | 5,975 | $(143,333) | $(177,609) | $382,895 | |||||||||||||||||||||||||||||||||||||||
| Bottomline Technologies, Inc. | ||||||||||||||
| Unaudited Condensed Consolidated Statements of Cash Flows | ||||||||||||||
| (in thousands) | ||||||||||||||
| Nine Months Ended March 31, | ||||||||||||||
| 2021 | 2020 | |||||||||||||
| Operating activities: | ||||||||||||||
| Net loss | $ | (8,993) | $ | (6,226) | ||||||||||
| Adjustments to reconcile net loss to net cash provided by operating activities: | ||||||||||||||
| Amortization of acquisition-related intangible assets | 15,614 | 15,284 | ||||||||||||
| Stock-based compensation plan expense | 33,644 | 31,298 | ||||||||||||
| Depreciation and other amortization | 24,290 | 19,807 | ||||||||||||
| Deferred income tax benefit | (92) | (271) | ||||||||||||
| Provision for allowances on accounts receivable | 218 | 204 | ||||||||||||
| Amortization of debt issuance costs | 310 | 310 | ||||||||||||
| Amortization of premium (discount) on investments | 58 | (52) | ||||||||||||
| Gain on other investments | (166) | 0 | ||||||||||||
| Loss on disposal of equipment | 38 | 104 | ||||||||||||
| Loss on foreign exchange | 292 | 504 | ||||||||||||
| Changes in operating assets and liabilities: | ||||||||||||||
| Accounts receivable | (5,942) | (2,062) | ||||||||||||
| Prepaid expenses and other current assets | (4,612) | (479) | ||||||||||||
| Operating lease right-of-use asset, net | (5,055) | 2,282 | ||||||||||||
| Other assets | (5,160) | (1,860) | ||||||||||||
| Accounts payable | 808 | 2,627 | ||||||||||||
| Accrued expenses | 707 | (461) | ||||||||||||
| Operating lease liabilities | 5,734 | (2,125) | ||||||||||||
| Customer account liabilities | 1,391 | 1,074 | ||||||||||||
| Deferred revenue | 8,924 | 9,577 | ||||||||||||
| Other liabilities | (611) | 594 | ||||||||||||
| Net cash provided by operating activities | 61,397 | 70,129 | ||||||||||||
| Investing activities: | ||||||||||||||
| Acquisition of businesses and assets, net of cash acquired | (41,331) | 0 | ||||||||||||
| Purchases of other investments | (7,150) | (144) | ||||||||||||
| Issuance of note receivable | (2,600) | 0 | ||||||||||||
| Purchases of available-for-sale securities | (10,224) | (11,473) | ||||||||||||
| Proceeds from sales of available-for-sale securities | 10,100 | 9,900 | ||||||||||||
| Capital expenditures, including capitalization of software costs | (24,267) | (39,516) | ||||||||||||
| Net cash used in investing activities | (75,472) | (41,233) | ||||||||||||
| Financing activities: | ||||||||||||||
| Repurchase of common stock | (10,755) | (19,145) | ||||||||||||
| Repayment of amounts borrowed under revolving credit facility | (50,000) | (10,000) | ||||||||||||
| Amounts borrowed under revolving credit facility | 0 | 80,000 | ||||||||||||
| Repayment of notes payable | 0 | (365) | ||||||||||||
| Proceeds from exercise of stock options and employee stock purchase plan | 4,589 | 4,133 | ||||||||||||
| Net cash provided (used) in financing activities | (56,166) | 54,623 | ||||||||||||
| Effect of exchange rate changes on cash | 5,849 | (1,667) | ||||||||||||
| Increase (decrease) in cash, cash equivalents and restricted cash | (64,392) | 81,852 | ||||||||||||
| Cash, cash equivalents and restricted cash at beginning of period | 201,136 | 97,801 | ||||||||||||
| Cash, cash equivalents and restricted cash at end of period | $ | 136,744 | $ | 179,653 | ||||||||||
| Cash and cash equivalents at end of period | $ | 128,188 | $ | 173,063 | ||||||||||
| Cash held for customers at end of period | 8,556 | 6,590 | ||||||||||||
| Cash, cash equivalents and restricted cash at end of period | $ | 136,744 | $ | 179,653 | ||||||||||
| Supplemental disclosures of non-cash investing activities: | ||||||||||||||
| Issuance of common stock in connection with acquisition | $ | 8,183 | $ | 0 | ||||||||||
December
2021
2020.
Cloud Computing Arrangements:
Share-Based Compensation: In March 2016, the FASB issued an accounting standard update intended to simplify several areas of accounting for share-based compensation arrangements, including the income tax impact of excess tax benefits and tax deficiencies, accounting for forfeitures, statutory tax withholding requirements and the presentation of excess tax benefits in the statement of cash flows. We adopted this standard on July 1, 2017 (the first quarter of our fiscal year 2018). Upon adoption of this standard, excess tax benefits of $0.2 million were recognized as a component of our net deferred tax assets, with an offsetting cumulative effect adjustment recorded as a reduction to our accumulated deficit in our consolidated balance sheet. Please refer toNote 7 Income Taxes for additional discussion of the recognition of excess tax benefits.
We adopted the cash flow presentation of excess tax benefits retrospectively, which resulted in the reclassification of excess tax benefits associated with stock compensation of $0.06 million from financing activities to operating activities for the six months ended December 31, 2016 in our consolidated statement of cash flows.
The new standard also allows companies to make an accounting policy election to either estimate expected forfeitures or account for them as they occur, and we have elected to continue to estimate forfeitures.
Consolidation:In October 2016, the FASB issued an accounting standard update to remove the requirement that a single decision maker consider, in its assessment of primary beneficiary, its indirect interest held through related parties under common control to be the equivalent of a direct interest in a variable interest entity (VIE). Instead, indirect interest held through related parties under common control will be included in the primary beneficiary assessment based on proportionate basis, consistent with the indirect interest held through other parties. We adopted this standard effective July 1, 2017. The adoption of this standard did not have an impact on our financial statements.
Accounting Pronouncements to be Adopted
Revenue Recognition: In May 2014, the FASB issued an accounting standard update which provides for new revenue recognition guidance, superseding nearly all existing revenue recognition guidance. The core principle of the new guidance is to recognize revenue when promised goods or services are transferred to customers, in an amount that reflects the consideration which the vendor expects to receive for those goods or services. The new standard is expected to require significantly more judgment and estimation within the revenue recognition process than required under existing U.S. GAAP, including identifying performance obligations in the contract, estimating the amount of variable consideration to include in the transaction price and allocating the transaction price to separate performance obligations. The new standard is also expected to significantly increase the financial statement disclosure related to revenue recognition. This standard is currently effective for us on July 1, 2018 (the first quarter of our fiscal year ending June 30, 2019) using one of two methods of adoption, subject to the election of certain practical expedients: (i) retrospective to each prior reporting period presented, with the option to elect certain practical expedients as defined within the standard; or (ii) modified retrospective with the cumulative effect of initially applying the standard recognized at the date of initial application inclusive of certain additional disclosures.
We are continuing to evaluate the expected impact of this standard on our consolidated financial statements and currently plan to adopt the standard using the modified retrospective method. While our assessment of the impact of this standard is not complete, we currently believe that the most significant impacts will be in certain areas:
However, we are unable to quantify the impact of these outcomes at this time, nor can we ensure that our continuing analysis and interpretation of the standard will result in these financial reporting outcomes or additional material impacts could be identified.
Financial Instruments—Classification and Measurement:In January 2016, the FASB issued an accounting standard update which requires, among other things, that entities measure equity investments (except those accounted for under the equity method of accounting or those that result in consolidation of the investee) at fair value, with changes in fair value recognized in earnings. Under the standard, entities will no longer be able to recognize unrealized holding gains and losses on equity securities classified as available for sale as a component of other comprehensive income (OCI). Subject to certain exceptions, entities will be able to elect to record equity investments without readily determinable fair values at cost, less impairment, plus or minus adjustments for observable price changes, with all such changes recognized in earnings. This new standard does not change the guidance for classifying and measuring investments in debt securities and loans. The standard is effective for us on July 1, 2018 (the first quarter of our fiscal year 2019) on a prospective basis. We are currently evaluating the anticipated impact of this standard on our financial statements. We have certain cost method investments of $7.7 million at December 31, 2017, and to the extent that there are observable price changes following the date of adoption, the accounting for these investments could be affected.
Leases:In February 2016, the FASB issued an accounting standard update which requires balance sheet recognition of a lease liability and a correspondingright-of-use asset for all leases with terms longer than twelve months. The pattern of recognition of lease related revenue and expenses will be dependent on its classification. The updated standard requires additional disclosures to enable users of the financial statements to assess the amount, timing and uncertainty of cash flows arising from leases. This standard is effective for us on July 1, 2019 (the first quarter of our fiscal year ending June 30, 2020) with early adoption permitted; adoption is on a modified retrospective basis. We anticipate that the adoption of this standard will have a material impact to our consolidated balance sheet due to the recognition of right of use assets and lease liabilities; however, we are still evaluating the anticipated impact of this standard on our financial statements.
Financial Instruments—Credit Losses: In June 2016, the FASB issued an accounting standard update that introduces a new forward-looking approach, based on expected losses, to estimate credit losses on certain types of financial instruments including trade receivables. The estimate of expected credit losses will require entities to incorporate historical information, current information and reasonable and supportable forecasts. This standard also expands the disclosure requirements to enable users of financial statements to understand the entity’s assumptions, models and methods for estimating expected credit losses. This standard is effective for us on July 1, 2020 (the first quarter of our fiscal year 2021) with early application permitted. We are currently evaluating the anticipated impact of this standard on our financial statements.
Statement of Cash Flows:In August and November of 2016, the FASB issued updates to the accounting standard which addresses the classification and presentation of certain cash receipts, cash payments and restricted cash in the statement of cash flows. The standard is effective for us on July 1, 2018 (the first quarter of our fiscal year 2019) and requires a retrospective approach. Early adoption is permitted, including adoption in an interim period. We are currently evaluating the anticipated impact of this standard 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 step 2 from the requirement to compare the carrying value of goodwill impairment test.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. TheWe adopted this standard is effective for us on July 1, 2020 (the first quarter of our fiscal year 2021) on a prospective basis, with earlyand do not expect the adoption permitted for periods beginning on or after January 1, 2017. We are currently evaluating the impact of this standard to have a material impact on our financial statements and the timing of adoption.
Defined Benefit Plan Expenses:statements.
| March 31, | June 30, | |||||||||||||||||||
| 2021 | 2020 | $ Change | ||||||||||||||||||
| (in thousands) | ||||||||||||||||||||
| Contract assets | 6,189 | 3,646 | 2,543 | |||||||||||||||||
| Deferred revenue | 109,938 | 96,033 | 13,905 | |||||||||||||||||
| December 31, 2017 | June 30, 2017 | |||||||||||||||||||||||||||||||
| 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 | |||||||||||||||||||||||||
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Assets | ||||||||||||||||||||||||||||||||
Money market funds (cash and cash equivalents) | $ | 89 | $ | — | $ | — | $ | 89 | $ | 593 | $ | — | $ | — | $ | 593 | ||||||||||||||||
Available for sale securities—Debt | ||||||||||||||||||||||||||||||||
U.S. Corporate | $ | — | $ | 3,475 | $ | — | $ | 3,475 | $ | — | $ | 1,906 | $ | — | $ | 1,906 | ||||||||||||||||
Government—U.S. | — | 6,461 | — | 6,461 | — | — | — | — | ||||||||||||||||||||||||
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Total available for sale securities | $ | — | $ | 9,936 | $ | — | $ | 9,936 | $ | — | $ | 1,906 | $ | — | $ | 1,906 | ||||||||||||||||
Derivative interest rate swap | $ | — | $ | 782 | $ | — | $ | 782 | $ | — | $ | — | $ | — | $ | — | ||||||||||||||||
Liabilities | ||||||||||||||||||||||||||||||||
Derivative interest rate swap | $ | — | $ | 165 | $ | — | $ | 165 | $ | — | $ | — | $ | — | $ | — | ||||||||||||||||
| March 31, 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) | $ | 305 | $ | 0 | $ | 0 | $ | 305 | $ | 354 | $ | 0 | $ | 0 | $ | 354 | ||||||||||||||||||||||||||||||||||
| Available for sale securities - Debt | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Government - U.S. treasury securities | 0 | 10,182 | 0 | 10,182 | 0 | 10,148 | 0 | 10,148 | ||||||||||||||||||||||||||||||||||||||||||
| Total available for sale securities | $ | 0 | $ | 10,182 | $ | 0 | $ | 10,182 | $ | 0 | $ | 10,148 | $ | 0 | $ | 10,148 | ||||||||||||||||||||||||||||||||||
| Preferential conversion feature (long-term) | $ | 0 | $ | 0 | $ | 523 | $ | 523 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | ||||||||||||||||||||||||||||||||||
| Other investments (long-term) | 0 | 0 | 798 | 798 | 0 | 0 | 514 | 514 | ||||||||||||||||||||||||||||||||||||||||||
| Total assets | $ | 305 | $ | 10,182 | $ | 1,321 | $ | 11,808 | $ | 354 | $ | 10,148 | $ | 514 | $ | 11,016 | ||||||||||||||||||||||||||||||||||
| Liabilities | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Interest rate swap (short-term) | $ | 0 | $ | 1,601 | $ | 0 | $ | 1,601 | $ | 0 | $ | 1,631 | $ | 0 | $ | 1,631 | ||||||||||||||||||||||||||||||||||
| Interest rate swap (long-term) | $ | 0 | $ | 1,952 | $ | 0 | $ | 1,952 | $ | 0 | $ | 3,448 | $ | 0 | $ | 3,448 | ||||||||||||||||||||||||||||||||||
| Total liabilities | $ | 0 | $ | 3,553 | $ | 0 | $ | 3,553 | $ | 0 | $ | 5,079 | $ | 0 | $ | 5,079 | ||||||||||||||||||||||||||||||||||
Marketable securities: Corporate and other debt securities Total marketable securities 2020. Due within 1 year Due in 1 year through 5 years Total assets. U.S. Corporate Government—U.S. Total Asset Acquisitions expenses. Numerator—basic and diluted: Net income (loss) Denominator: Shares used in computing basic net income (loss) per share attributable to common stockholders Impact of dilutive securities Shares used in computing diluted net income (loss) per share attributable to common stockholders Basic net income (loss) per share attributable to common stockholders Diluted net income (loss) per share attributable to common stockholders basis. basis. and receiving invoices, and generating and storing business documents. This segment also provides a range of standard professional services and equipment and supplies that complement and enhance our core software products. support period. support period which is normally twelve months. Segment revenue: Cloud Solutions (1) Banking Solutions Payments and Transactional Documents Other Total segment revenue Segment measure of profit (loss): Cloud Solutions Banking Solutions Payments and Transactional Documents Other Total measure of segment profit Total measure of segment profit Less: Amortization of acquisition-related intangible assets Goodwill impairment charge Stock-based compensation expense Acquisition and integration-related expenses Restructuring benefit Minimum pension liability adjustments Global ERP system implementation and other costs Other expense, net Loss before income taxes Depreciation and other amortization expense: Cloud Solutions Banking Solutions Payments and Transactional Documents Other Total depreciation and other amortization expense profit: Long-lived assets: North America United Kingdom Continental Europe Asia-Pacific and Middle East Total long-lived assets Israel. Increase to deferred tax assets for excess tax benefits Increase to deferred tax asset valuation allowance Net increase to deferred tax assets Amortized intangible assets: Customer related Core technology Other intangible assets Capitalized software development costs Software(1) Total Unamortized intangible assets: Goodwill Total intangible assets Amortized intangible assets: Customer related Core technology Other intangible assets Capitalized software development costs Software(1) Total Unamortized intangible assets: Goodwill Total intangible assets Remaining 2018 2019 2020 2021 2022 2023 and thereafter Balance at June 30, 2017(1) Goodwill acquired during the period Impact of foreign currency translation Balance at December 31, 2017(1) exited 3 facilities and recorded an impairment of $0.7 million on the ROU assets. impact on our financial position or operating results. compliance with all covenants. Contractual interest expense (cash) Amortization of debt discount(non-cash) Amortization of debt issue costs(non-cash) Effective interest rate of the liability component Description Balance Sheet Location Derivative interest rate swap Derivative asset Derivative liability Derivative interest rate swap Derivative interest rate swap 2021 and 2020. Components of net periodic cost Service cost Interest cost Prior service credit Net actuarial loss Expected return on plan assets Net periodic cost DecemberMarch 31, 20172021 and June 30, 2017. December 31, 2017 June 30, 2017 Held to
Maturity Available
for Sale Total Held to
Maturity Available
for Sale Total (in thousands) $ 68 $ 9,936 $ 10,004 $ 67 $ 1,906 $ 1,973 $ 68 $ 9,936 $ 10,004 $ 67 $ 1,906 $ 1,973 March 31, 2021 June 30, 2020 Held to Maturity Available for Sale Total Held to Maturity Available for Sale Total (in thousands) Marketable securities: Government and other debt securities $ 68 $ 10,182 $ 10,250 $ 61 $ 10,148 $ 10,209 Total marketable securities $ 68 $ 10,182 $ 10,250 $ 61 $ 10,148 $ 10,209 December 31, 2017 (in thousands) $ 9,936 — $ 9,936 March 31, 2021 (in thousands) Due within 1 year $ 10,182 Due in 1 year through 5 years 0 Total $ 10,182 included inclassified as current assets as we do not have the positive intent to hold these investments until maturity and view these investments as available to fund current operations. At December 31, 2017, the difference between the fair value of our available for sale securities and their amortized cost was not significant.DecemberMarch 31, 20172021 and June 30, 2017,2020, respectively, aggregated by investment category and the length of time that individual securities have been in a continuous loss position: At December 31, 2017 At June 30, 2017 Less than 12 Months Fair Value Unrealized Loss Fair Value Unrealized Loss (in thousands) $ 3,475 $ (2 ) $ 1,628 $ (1 ) 6,461 (4 ) — — $ 9,936 $ (6 ) $ 1,628 $ (1 ) At March 31, 2021 At June 30, 2020 Less than 12 Months Fair Value Unrealized Loss Fair Value Unrealized Loss (in thousands) Government - U.S. treasury securities $ 4,035 $ 0 $ 2,012 $ (1) Total $ 4,035 $ 0 $ 2,012 $ (1) 4—Acquisitions5—Business and Other InvestmentsFirst Capital Cashflow Ltd.October 4, 2017,January 13, 2021 we acquired First Capital Cashflow Ltd. (FCC)French-headquartered TreasuryXpress Holding SAS (TX) for 10.5a total purchase price of $31.9 million British Pound Sterling (approximately $13.9 million based on the exchange rate in effect at the acquisition date) in cash and 42,080cash. Additionally, we issued 66,403 shares of our common stock. The shares, which were issuedstock to thecertain selling stockholders of FCC who became employees of Bottomline, haveTX with vesting conditions tied to continued employment; as such theemployment with us. These shares are compensatory and we will record share-based payment expense over the underlying stocktheir vesting period of five years. FCC is headquartered and operates inUnited Kingdom and is a provider of transaction settlement solutions. The acquisition is expected to strengthen our payment solution capabilities and further enhance our ability to provide secure, scalable technology solutions that enable customers to adapt to and leverage changes inintangible assets acquired. In the business payments environment.For the period ended December 31, 2017, our consolidated balance sheet reflects $3.5 million of cash and cash equivalents held for customers and a corresponding $3.5 million of customer account liabilities. Cash and cash equivalents held for customers and customer account liabilities arise as aby-product of FCC’s operations as it is customary to 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.In thepreliminary allocation of the purchase price which is preliminary at DecemberMarch 31, 2017,2021, we recorded $4.7$21.4 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.$10.5$6.3 million, consisting of customer related and other intangibletechnology related assets, are being amortized over a weighted average estimated useful life of eleven years. FCC’s operating results are included in the Payments and Transactional Documents segment from the date13 years.the acquisition forward and did not haveAnaSys, a material impact on our revenue or earnings.DecillionOn August 14, 2017, we acquired Singapore-based Decillion Group (Decillion) for total considerationprovider of 6.2 million Singapore Dollars (approximately $4.6 million based on the exchange rate in effect at the acquisition date), consisting of cash of $2.8 million and a note payable of $1.8 million. The note is payable in equal installments over ten quarters starting during the three months ended September 30, 2017. Decillion is a financial messaging solution provider in the Asia Pacific region. Headquartered in Singapore, Decillion has offices in Australia, China, Indonesia, Malaysia and Thailand and they operate a SWIFT service bureau which connects more than 130 financial institutions and corporations to the SWIFT community. This acquisition expands the depth and breadth of our financial messaging solutions, particularlyextended our geographic presence in the Asia Pacific region.In the allocation of the purchase price, which is preliminary at December 31, 2017, we recorded $1.4 million of goodwill.Switzerland and Germany and expanded our customer base. The goodwill is not deductible for income tax purposes and arose principally due to anticipated future benefits arising from the acquisition. Identifiable intangible assets of $2.4 million, consisting of customer related intangible assets, are being amortized over their estimated useful life of twelve years. Decillion’s operating results have been included inof 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 earnings.Acquisition expenses ofnet loss and acquisition related costs were approximately $0.8$0.3 million and were expensed during the six months ended December 31, 2017 related to the Decillion and FCC acquisitions, principallyrecorded as a component of general and administrative expense.Other InvestmentsDecember 2015,July 2020, we madeacquired customer assets and intellectual property from FMR Systems, Inc (FMR), a $3.5small corporate and commercial onboarding software provider, for a cash payment of $2.0 million investment in preferred stockand contingent future cash payments of up to $0.3 million. We will leverage FMR's technology to build a privately held, early-stage technology company. We havenext generation commercial onboarding product.ability to exercise significant influence over this company; however, we have no ability to exercise control. Investments in common stock orin-substance common stock, through which an investor has the ability to exercise significant influence over the operating or financial policiesallocation of the investee, are accountedpurchase price at March 31, 2021, we recorded $1.0 million of goodwill. The goodwill is deductible for under the equity method of accounting.In-substance common stock is an investment that has riskincome tax purposes and reward characteristics that are substantially similar to an entity’s common stock. The preferred stock underlying our investment is notin-substance common stock as its terms include a substantive liquidation preference not available to common stockholders. Accordingly, we account for this investment under the cost method of accounting, subject to periodic review for impairment. Impairment losses,arose principally due to the extent occurring, would be recorded as ananticipated 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 expenseresults are included in our Banking Solutions segment from the period incurred. Our maximum investment exposure, which is determined based on the cost of our investment,acquisition date forward and all goodwill was $3.5 million as of December 31, 2017 and is located within other assetsallocated to this segment. FMR's operating results did not have a material impact on our consolidated balance sheet. Thererevenue or net loss and acquisition related costs were no indicatorsnot material.5—6—Net Income (Loss)Loss Per Shareincome (loss)loss per share: Three Months Ended
December 31, Six Months Ended
December 31, 2017 2016 2017 2016 (in thousands, except per share amounts) $ 3,088 $ (10,346 ) $ (1,153 ) $ (20,854 ) 38,087 37,769 37,908 37,854 1,257 — — — 39,344 37,769 37,908 37,854 $ 0.08 $ (0.27 ) $ (0.03 ) $ (0.55 ) $ 0.08 $ (0.27 ) $ (0.03 ) $ (0.55 ) Three Months Ended March 31, Nine Months Ended March 31, 2021 2020 2021 2020 (in thousands, except per share amounts) Numerator - basic and diluted: Net loss $ (4,769) $ (7,468) $ (8,993) $ (6,226) Denominator: Shares used in computing basic and diluted loss per share attributable to common stockholders 42,838 41,823 42,682 41,668 Basic and diluted net loss per share attributable to common stockholders $ (0.11) $ (0.18) $ (0.21) $ (0.15) sixthree and nine months ended DecemberMarch 31, 2017,2021, approximately 2.82.3 million and 2.4 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.For the three and six months ended December At March 31, 2016,2021, approximately 3.00.3 million and 3.1 million shares respectively, of unvested restricted stock and stock optionswith performance conditions were also excluded from the calculation of diluted earnings per share as the performance contingencies were not resolved and their effect on the calculation would have been anti-dilutive.6—7—Operations by Segments and Geographic Areas principally by the type of product or service offered and by geography. During the quarter ended December 31, 2017 we changed the name of one of our reportable segments to Banking Solutions from Digital Banking, and that name change is reflected in the discussion that follows.four4 reportable segments as follows: predominately with SaaS technology offerings that facilitate electronic payment,payments, electronic invoicing, and spend management. Our payment platforms (Paymode-X, PTX and financial messaging) are included in this segment. These solutions are highly scalable, secure and cost effective and facilitate cash payment and transaction settlement between businesses, their vendors and banks. 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. This segment also incorporates our settlement network solutions (financial messaging andPaymode-X). Our settlement network solutions are highly scalable, secure and cost effective and facilitate cash payment and transaction settlement between businesses, their vendors and banks. Revenue within this segment is generally recognized on a subscription or transaction basis or ratably over the estimated life of the customer relationship.SolutionSolutions products are now sold predominantly on a hosted basis, with revenue recognized on a subscription basis, which has the effect of contributing to recurring subscription andor transaction revenue and the revenue predictability of future periods, but which also delays revenue recognition over a longer period.Transactional Documents. Our Payments and Transactional Documents segment is a supplier of software products that provide a range ofsupplies financial business process management software solutions, including making and collecting payments, sendingRevenue associated with the aforementioned products and servicesWhen licensed for on-premise deployment, software license revenue is typically recorded upon delivery. However, ifdelivery of the software and commencement of the license term. If the solution is hosted by us, we license products on a subscription basis,typically record revenue over time. Professional services revenue is typicallynormally recorded as we perform the work and software support and maintenance revenue is recorded ratably over the subscription period or the expected life of the customer relationship.cyberthe burden of certain other centralized costs; however our fraud and risk managementsolutions are sold as part of all of our operating segments. Our cyber fraud and risk management solutionsnon-invasively monitor, replay and analyze user behavior to flag and even stop suspicious activity in real time. Our healthcare solutions for patient registration,focus on eliminating paper intensive processes and providing electronic signature and mobile document and paymentscapabilities to allow healthcare organizations to improve business efficiencies,efficiency and reduce costs and improve care quality. When licensed on a perpetual license basis,costs. Software revenue for perpetual licenses of our cyber fraud and risk management and healthcare products is typically recorded upon delivery withof the exceptionsoftware and commencement of software maintenance which is normally recorded ratably over a twelve-month period. When products are licensed on a subscription basis,the license term. Professional services revenue is normallyrecorded as we perform the work and software support and maintenance revenue is recorded ratably over the subscription period.lossincome (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.sixnine months ended DecemberMarch 31, 20172021 and 20162020 according to the segment descriptions above, is as follows: Three Months Ended
December 31, Six Months Ended
December 31, 2017 2016 2017 2016 (in thousands) $ 44,518 $ 38,032 $ 86,962 $ 73,589 20,954 19,464 42,275 37,650 25,343 24,815 48,392 49,661 4,380 4,417 8,862 8,912 $ 95,195 $ 86,728 $ 186,491 $ 169,812 $ 9,650 $ 6,778 $ 19,034 $ 12,231 1,148 1,043 3,309 1,068 7,734 7,617 14,094 15,193 (903 ) (913 ) (1,387 ) (1,358 ) $ 17,629 $ 14,525 $ 35,050 $ 27,134 (1)Revenues from our legal spend management solutions were $16.1 million and $14.7 million for the three months ended December 31, 2017 and 2016, respectively. Revenues from our settlement network solutions were $28.4 million and $23.3 million for the three months ended December 31, 2017 and 2016, respectively. Revenues from our legal spend management solutions were $31.6 million and $27.7 million for the six months ended December 31, 2017 and 2016, respectively. Revenues from our settlement network solutions were $55.4 million and $45.9 million for the six months ended December 31, 2017 and 2016, respectively.Three Months Ended March 31, Nine Months Ended March 31, 2021 2020 2021 2020 (in thousands) Segment revenue: $ 72,617 $ 64,069 $ 207,233 $ 189,432 Banking Solutions 25,904 24,545 76,074 71,981 Payments and Documents 18,810 19,152 53,384 57,244 Other 3,554 3,949 12,583 12,925 Total segment revenue $ 120,885 $ 111,715 $ 349,274 $ 331,582 Segment measure of profit (loss): Cloud Solutions $ 13,764 $ 12,861 $ 43,979 $ 41,674 Banking Solutions 694 1,585 3,594 1,744 Payments and Documents 5,213 4,966 13,400 15,777 Other (3,842) (3,397) (8,894) (7,459) Total measure of segment profit $ 15,829 $ 16,015 $ 52,079 $ 51,736 total segment profit to our GAAP loss before income taxes is as follows: Three Months Ended
December 31, Six Months Ended
December 31, 2017 2016 2017 2016 (in thousands) $ 17,629 $ 14,525 $ 35,050 $ 27,134 (5,702 ) (6,090 ) (10,890 ) (12,375 ) — (7,529 ) — (7,529 ) (8,080 ) (8,656 ) (16,540 ) (16,855 ) (380 ) (522 ) (1,372 ) (1,771 ) — — 9 — (3 ) (264 ) (38 ) (541 ) (1,339 ) (2,106 ) (3,415 ) (4,597 ) (3,532 ) (4,182 ) (7,995 ) (8,117 ) $ (1,407 ) $ (14,824 ) $ (5,191 ) $ (24,651 ) Three Months Ended March 31, Nine Months Ended March 31, 2021 2020 2021 2020 (in thousands) Total measure of segment profit $ 15,829 $ 16,015 $ 52,079 $ 51,736 Less: Amortization of acquisition-related intangible assets (5,443) (5,121) (15,614) (15,284) Stock-based compensation plan expense (11,498) (9,289) (33,644) (31,298) Acquisition and integration-related expenses (738) (986) (2,078) (4,640) Restructuring benefit (expense) 4 (730) (987) (939) Excess depreciation associated with restructuring events 0 0 (528) 0 Other non-core (expense) benefit (52) 0 (148) 10 Global ERP system implementation and other costs 0 (61) 0 (485) Other expense, net of pension adjustments (1,536) (1,237) (3,701) (3,044) Loss before income taxes $ (3,434) $ (1,409) $ (4,621) $ (3,944) profit (loss): Three Months Ended
December 31, Six Months Ended
December 31, 2017 2016 2017 2016 (in thousands) $ 2,535 $ 1,860 $ 4,978 $ 3,700 1,537 1,436 3,029 2,806 705 749 1,344 1,554 98 109 192 181 $ 4,875 $ 4,154 $ 9,543 $ 8,241 Three Months Ended March 31, Nine Months Ended March 31, 2021 2020 2021 2020 (in thousands) Depreciation and other amortization expense: Cloud Solutions $ 4,587 $ 4,157 $ 13,397 $ 11,668 Banking Solutions 3,065 2,480 8,655 6,777 Payments and Documents 290 270 830 725 Other 316 248 880 637 Total depreciation and other amortization expense $ 8,258 $ 7,155 $ 23,762 $ 19,807 (in thousands) Three Months Ended March 31, 2021 2020 Subscriptions Revenue Total Revenue Subscriptions Revenue Total Revenue $ 45,864 $ 50,470 $ 38,278 $ 42,548 Banking Solutions 23,522 25,904 20,984 24,545 22,144 22,147 21,521 21,521 8,409 22,364 6,748 23,101 Total revenues $ 99,939 $ 120,885 $ 87,531 $ 111,715 (in thousands) Nine Months Ended March 31, 2021 2020 Subscriptions Revenue Total Revenue Subscriptions Revenue Total Revenue $ 129,545 $ 142,687 $ 111,496 $ 125,924 Banking Solutions 67,804 76,074 57,664 71,981 64,540 64,546 63,508 63,508 21,832 65,967 19,014 70,169 Total revenues $ 283,721 $ 349,274 $ 251,682 $ 331,582 here; particularly in respecthere.Three Months Ended March 31, Nine Months Ended March 31, 2021 2020 2021 2020 (in thousands) Revenues from unaffiliated customers: United States $ 71,780 $ 69,164 $ 211,005 $ 207,566 United Kingdom 31,325 27,928 87,354 80,002 Switzerland 12,527 9,694 35,403 29,213 Other 5,253 4,929 15,512 14,801 Total revenues from unaffiliated customers $ 120,885 $ 111,715 $ 349,274 $ 331,582 At December 31, At June 30, 2017 2017 (in thousands) $ 36,211 $ 35,569 5,767 5,188 921 1,208 2,357 1,901 $ 45,256 $ 43,866 At March 31, At June 30, 2021 2020 (in thousands) Long-lived assets: United States $ 84,627 $ 64,858 United Kingdom 44,621 41,835 Other 17,189 16,977 Total long-lived assets $ 146,437 $ 123,670 7—8—Income Taxesour effective taxthat rate. The calculation of our estimated effective tax rate requires an estimate ofpre-tax income by tax jurisdiction as well as total tax expense for the fiscal year. Accordingly, thisour annual estimated effective tax rate is subject to adjustment if in subsequent interim periods, there are changes to our initial estimates of total tax expense orpre-tax income, including the mix of income by jurisdiction. For those tax jurisdictions for which we are unable to reliably estimate an overall effective tax rate, we calculate income tax expense based upon the actual effective tax rate for theyear-to-date period.The Tax Cuts and Jobs Act (the “Tax Act”) was signed into U.S. law on December 22, 2017 and makes broad and complex changes to the U.S. tax code. This legislation contains a variety ofchanges, including a reduction to the federal corporate income tax rate from 35% to 21%, a repealexpense of the corporate alternative minimum tax, aone-time transition tax on accumulated foreign earnings (if any), a move to a territorial tax system, a limitation on the tax deductibility of interest expense$1.3 million and an acceleration of tax deductions for qualifying capital expenditures. As discussed in more detail below, at December 31, 2017, we have not completed our accounting for the tax effects of enactment of the Tax Act.The Tax Act resulted in three immediate consequences to us, as follows:•Assessing whether we would incur any tax liability under theone-time transition tax. Under the Tax Act,un-repatriated foreign earnings post-1986 are subject to aone-time transition tax, at rates that vary depending on the composition of foreign assets. Based on our calculations and estimates to date, we do not expect to incur any transition tax liability as we believe we are in an accumulated deficit position with respect to our foreign subsidiaries. Accordingly, we have not provided for any such tax liability as of December 31, 2017.•Re-valuing our U.S. deferred tax balances to reflect lower income tax rates. Deferred tax assets and deferred tax liabilities are recorded based on the income tax rates expected to be in effect when book and tax basis differences reverse. We are in a net U.S. deferred tax liability position. As such, uponre-valuation to lower projected future income tax rates, we wrote down the carrying value of our net deferred tax liabilities and recognized anon-recurring income tax benefit of $3.7$6.1 million in the quarter ended December 31, 2017.•Recognizing the ability to recover amounts paid for alternative minimum tax. The Tax Act eliminated the alternative minimum tax calculation and provided for the ability to recover certain amounts previously paid for such tax. Based on our preliminary calculations, we expect to receive a tax refund of $0.7 million and we recognized anon-recurring income tax benefit for this amount in the quarter ended December 31, 2017.All of our accounting calculations, estimates and financial reporting positions for consequences arising from the Tax Act are incomplete and preliminary as of December 31, 2017. In particular, we are completing our assessment ofun-repatriated foreign earnings, our calculation of refundable alternative minimum tax, our permanent reinvestment assertions and our assessment of the required valuation allowance against our U.S. deferred tax assets in light of the changes under the Tax Act and the indefinite nature of net operating losses arising after January 1, 2018. Ouron-going analysis could result in subsequent period adjustments to the preliminary amounts recordedto-date. In addition, our financial reporting conclusions may also be affected as we gain a more thorough understanding of the tax law. Any required future adjustment would be recorded in the subsequent period in which we determine that an adjustment is required.We have not changed our permanent reinvestment assertions as of the period ended December 31, 2017.We recorded an income tax benefit of $4.5 million for each of the three months ended December 31, 2017 and 2016. The income tax benefit for the three months ended DecemberMarch 31, 2017 includes2021 and 2020, respectively. In the discrete tax benefit of $4.4 million relating to the consequences of the Tax Act as discussed above. Additionally, we recorded anthree months ended March 31, 2021, income tax benefit associated withexpense was primarily attributable to our SwissU.S., UK and IsraeliSwitzerland operations. In the three months ended March 31, 2020, the income tax expense was attributable to our U.S., UK and Switzerland operations, offset in part by an income tax benefit recorded against operating losses in Israel.principally associated withof $4.4 million and $2.3 million for the nine months ended March 31, 2021 and 2020, respectively. In the nine months ended March 31, 2021, income tax expense was primarily attributable to our U.S., UK and UKSwitzerland operations. TaxIn addition, we recorded discrete tax expense associated with our U.S. operations arose primarilyof $0.7 million as a result of tax legislation enacted in the UK in the first quarter of fiscal year 2021, which increased the statutory UK tax rate from 17 percent to 19 percent and required us to re-value our net UK deferred tax expense for goodwill that is deductible for tax purposes but not amortized for financial reporting purposes. The income tax benefit forliability balance to reflect this higher rate. In the threenine months ended DecemberMarch 31, 2016 was due to a discrete tax benefit in Switzerland of $4.5 million related to the impairment of its investment in Intellinx Ltd. (a wholly owned subsidiary). We also recorded tax expense associated with our U.S. and UK operations, offset by a tax benefit associated with our Swiss and Israeli operations.We recorded an income tax benefit of $4.0 million and $3.8 million for the six months ended December 31, 2017 and 2016, respectively. The income tax benefit for the six months ended December 31, 2017 includes the discrete tax benefit of $4.4 million relating to the consequences of the Tax Act as discussed above. Additionally, we recorded2020, income tax expense principally associated withwas attributable to our U.S.UK and UKSwitzerland operations, offset in part by a deferred tax benefit associated with our Swiss and Israeli operations. Tax expense associated with our U.S. operations arose primarily as a result of deferred tax expense for goodwill that is deductible for tax purposes but not amortized for financial reporting purposes. The income tax benefit for the six months ended December 31, 2016 was due to a discrete tax benefitrecorded against operating losses in Switzerland of $4.5 million related to the impairment of its investment in Intellinx Ltd. We also recorded tax expense associated with our U.S. and UK operations, offset by a tax benefit associated with our Swiss and Israeli operations.$0.4$0.3 million as a result of the expiration of certain statutes of limitations associated with intercompany transactions subject to tax in multiple jurisdictions.Effective July 1, 2017, we adopted a new accounting standard intended to simplify certain aspects of accounting for share-based compensation arrangements, including the associated income tax consequences. Upon adoption, excess tax benefits associated with share-based compensation arrangements that previously were only recognized for financial reporting purposes when they actually reduced currently payable income taxes were recognized as deferred tax assets, net of any required valuation allowance. Accordingly, after adoption, we recognized the following:�� (in thousands) $ 17,393 (17,144 ) $ 249 This net increase to our deferred tax assets was recorded as a cumulative effect adjustment, reducing the accumulated deficit in our consolidated balance sheet.During the quarter ended December2017 we reduced the carrying value of our U.S. deferred tax assets (including the corresponding impact to the valuation allowance) and our U.S. deferred tax liabilities to reflect the impact of lower income tax rates under the Tax Act.At December 31, 2017,2021, we had a total valuation allowance of $39.8$39.1 million against our deferred tax assets given the uncertainty of recoverability of these amounts. The change in our valuation allowance during the six months ended December 31, 2017 includes the valuation allowance provided against excess tax benefits associated with share-based payment arrangements and the preliminary reduction to valuation allowance due the change in the U.S. federal corporate income tax rate, as discussed above.In November 2016, the Internal Revenue Service commenced an audit on our U.S. federal tax return for the fiscal year ended June 30, 2015. We do not expect this audit to have a material impact on our financial statements.8—9—Goodwill and Other Intangible AssetsGoodwill and acquiredDecemberMarch 31, 2017,2021, the carrying value of goodwill for all of our reporting units was $202.1 million, and the carrying value$245.3 million. As of December 31, 2017 Gross Carrying
Amount Accumulated
Amortization Net Carrying
Value Weighted Average
Remaining Life (in thousands) (in years) $ 203,379 $ (129,527 ) $ 73,852 8.8 130,777 (78,954 ) 51,823 8.5 22,098 (16,442 ) 5,656 5.5 17,693 (4,765 ) 12,928 4.5 58,501 (29,494 ) 29,007 4.6 $ 432,448 $ (259,182 ) $ 173,266 202,083 $ 375,349 As of June 30, 2017 Gross Carrying
Amount Accumulated
Amortization Net Carrying
Value Weighted Average
Remaining Life (in thousands) (in years) $ 190,965 $ (122,698 ) $ 68,267 8.7 130,572 (74,452 ) 56,120 8.8 20,591 (15,691 ) 4,900 6.6 16,304 (3,423 ) 12,881 5.0 54,489 (25,377 ) 29,112 3.5 $ 412,921 $ (241,641 ) $ 171,280 194,700 $ 365,980 (1)Software includes purchased software and software developed for internal use.As of March 31, 2021 Gross Carrying Amount Accumulated Amortization Net Carrying Value Weighted Average Remaining Life (in thousands) (in years) Amortized intangible assets: Customer related $ 233,809 $ (171,635) $ 62,174 7.4 Core technology 153,624 (104,455) 49,169 7.6 Other intangible assets 23,353 (20,673) 2,680 4.9 Capitalized software development costs 28,510 (17,598) 10,912 2.7 97,775 (55,052) 42,723 3.8 Total $ 537,071 $ (369,413) $ 167,658 Unamortized intangible assets: Goodwill 245,287 Total intangible assets $ 412,945 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 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 20182021 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 March 31, 2021, is as follows: Acquired Intangible
Assets Capitalized Software
Development Costs Software (in thousands) $ 11,481 $ 1,434 4,329 20,439 2,868 7,687 18,100 2,868 5,990 16,358 2,869 3,740 14,187 2,869 2,476 50,766 — 3,400 Acquired Intangible Assets Capitalized Software Development Costs Software (in thousands) Remaining 2021 $ 5,483 $ 818 $ 3,410 2022 20,364 5,317 11,570 2023 18,799 2,064 9,182 2024 16,947 1,315 7,327 2025 14,478 708 4,259 2026 and thereafter 37,952 142 1,649 segment,segment:Cloud Solutions Banking Solutions Payments and Documents Other Total (in thousands) $ 117,493 $ 39,516 $ 40,510 $ 8,194 $ 205,713 Goodwill acquired during the period 32,037 1,018 0 0 33,055 Impact of foreign currency translation 1,112 0 5,407 0 6,519 $ 150,642 $ 40,534 $ 45,917 $ 8,194 $ 245,287 follows: Cloud Solutions Banking
Solutions Payments and
Transactional
Documents Other Total (in thousands) $ 90,069 $ 35,880 $ 60,557 $ 8,194 $ 194,700 1,377 — 4,739 — 6,116 447 — 820 — 1,267 $ 91,893 $ 35,880 $ 66,116 $ 8,194 $ 202,083 (1)Other goodwill balance is net of $7.5 million accumulated impairment losses.There can be no assurance that there will not be impairment chargesnon-current right-of-use (ROU) assets and current and non-current lease liabilities in future periodsour consolidated balance sheets. Current lease liabilities are classified as a resultcomponent of future impairment reviews.accrued expenses and other current liabilities.that future impairment charges occurthe adjustment is considered a fixed payment it would likelyis 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 March 31, 2021, renewal options ranged from 3 months to 10 years.impactfinance leases.Three Months Ended March 31, Nine Months Ended March 31, Operating leases: 2021 2021 (in thousands) Operating lease cost $ 1,992 $ 5,811 Short-term lease cost 99 262 Variable lease cost 538 1,628 Sublease income (87) (263) Total lease cost $ 2,542 $ 7,438 March 31, 2021 (in thousands) Right-of-use assets, net $ 30,811 6,413 Operating lease liabilities, non-current 27,828 Total operating lease liabilities $ 34,241 Nine Months Ended March 31, 2021 (in thousands) Cash paid for amounts included in the measurement of lease liabilities $ 6,371 Right-of-use assets obtained in exchange for lease obligations $ 11,184 financial results.Note 9—Commitmentscorporate headquarters to obtain additional space and ContingenciesLegal MattersIn May 2017, we received notification from a customer alleging a warranty claim associated with software we licensed to them in September 2013. Their claim seeks recovery of $1.269 million in software, professional services and support fees, inclusive of related sales tax. On September 22, 2017,extend the customer commenced arbitration proceedings in connection with the claim and an arbitration date has been set for May 2018. We believe the claim is without merit and intend to vigorously defend ourselves. Atlease term through December 31, 20172034. The increase in our ROU assets and lease liabilities during the nine months ended March 31, 20201, is primarily due to the lease amendment on our corporate headquarters.For the year ending June 30, Operating Leases (in thousands) 2021 $ 2,130 2022 7,740 2023 5,990 2024 3,747 2025 3,332 Thereafter 22,228 Total lease payments 45,167 Less imputed interest (10,926) Total lease liabilities $ 34,241 accrued for any losses associated with this matter asyet commenced of $2.3 million. These operating leases will commence in fiscal year 2022 and have a lease term between 12 months to 13 years.do not believe a loss is probable.legal proceedings.10—11—IndebtednessOn December 9, 2016, we (as borrower) and certain (the Credit Agreement) with Bank of America, N.A. and certain other lenders (the Lenders)Credit Agreement) that provides for a five-year revolving credit facility in the amount of up to $300 million (the Credit Facility).Under the Credit Agreement, we also 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 an additional $150 million, without the consent of any Lenders not participating in such increase, subject to specified conditions.The proceeds of At March 31, 2021, we owebuybacks,repurchases, capital expenditures, the repayment or refinancing of indebtedness redemption of our 1.5% Convertible Senior Notes that matured on December 1, 2017 (the Notes) 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.Facility will terminateAgreement contains customary representations, warranties and covenants, including, but not limited to, material adverse events, specified restrictions on December 8, 2021.Loans outstanding under the Credit Facility will bearindebtedness, 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 at our option, at either (i) a Eurodollar rate plus a margincoverage ratio of between 1.50% and 2.25% (which is initially 1.75%) based on the Consolidated Net Leverage Ratio (as defined in the Credit Agreement), or (ii) a base rate plus a margin of between 0.50% and 1.25% (which is initially 0.75%) based on the Consolidated Net Leverage Ratio. Loans under the3.00 to 1.00. The Credit Agreement may be prepaid at paralso contains customary events of default and commitments under the Credit Agreement may be reduced at any time,related cure provisions.whole or in part, without premium or penalty (except for LIBOR breakage costs).FacilityAgreement is guaranteed by the Guarantorsus (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.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 3.75 to 1.00, stepping down to 3.50 to 1.00 for the quarter ending June 30, 2018; (b) a minimum consolidated interest coverage ratio of 3.00 to 1.00; and (c) a minimum liquidity requirement at all times that the Notes are outstanding, where the outstanding principal amount of the Notes must not exceed the sum of the unutilized availability under the Credit Agreement plus our domestic cash and marketable securities.The Credit Agreement also contains customary events of default and related cure provisions. In the case of a continuing event of default, the administrative agent would be entitled to exercise various remedies on behalf of the Lenders, including the acceleration of any outstanding loans.During the three months ended December 31, 2017, we borrowed $150 million against the Credit Facility to finance the repayment of a portion of the principal balance of the Notes.As of December 31, 2017, we were in compliance with the covenants associated with the Credit Facility.Convertible Senior NotesOn December 1, 2017, we repaid the aggregate principal balance of $189.8 million of our convertible senior notes which were issued on December 12, 2012. We borrowed $150 million under our Credit Facility and used $39.8 million of cash on hand to fund the settlement of the Notes.The principal balance of the Notes was required to be settled in cash. However, we were permitted at our election to settle any conversion obligation in excess of the principal portion in cash, shares of our common stock, or a combination of cash and shares of our common stock. Upon the maturity of the Notes, we elected to settle the conversion premium with shares of our common stock and, accordingly, issued approximately 0.6 million shares with a fair value of $33.54 per share. The impact of the share issuance was recorded entirely within stockholder’s equity in our consolidated balance sheet and we recorded no gain or loss on the settlement of the Notes.The following table sets forth total interest expense related to the Notes: Three Months Ended
December 31, Six Months Ended
December 31, 2017 2016 2017 2016 (in thousands) $ 482 $ 712 $ 1,194 $ 1,424 2,271 3,132 5,574 6,208 198 296 494 592 $ 2,951 $ 4,140 $ 7,262 $ 8,224 8.54 % 8.10 % 8.45 % 8.04 % HedgesIn December 2012, we entered into privately negotiated transactions to purchase hedge instruments (the Note Hedges), covering approximately 6.3 million shares of our common stock. The Note Hedges, subject to anti-dilution provisions substantially similar to those of the Notes, had a strike price that corresponds to the conversion price of the Notes, were exercisable by us upon any conversion under the Notes and expired on December 1, 2017. On December 1, 2017, in connection with the maturity of the Notes, we redeemed a portion of the Note Hedges and received from the Note Hedge counterparties approximately 0.6 million shares of our common stock with a fair value $33.54 per share. The impact of the share redemption was recorded as treasury stock in our consolidated balance sheet and we recorded no gain or loss on the redemption of these shares. The redemption of these shares offset the dilution that otherwise would have occurred as a result of the common stock we issued upon the settlement of the Notes.WarrantsIn December 2012, we received aggregate proceeds of $25.8 million, net of issue costs, from the sale of warrants (the Warrants), for the purchase of up to 6.3 million shares of our common stock, subject to antidilution adjustments, at a strike price of $40.04 per share. The Warrants are exercisable in equal tranches over a period of 150 days beginning on March 1, 2018, and ending on October 18, 2018.The Warrants are transactions that are separate from the terms of the Notes and the Note Hedges, and holders of the Notes and Note Hedges have no rights with respect to the Warrants.Note PayableWe financed a portion of the Decillion purchase price by entering into a note payable for 2.5 million Singapore Dollars (approximately $1.8 million based on the exchange rate in effect at the acquisition date). The note is payable in equal installments over ten quarters starting during the three months ended September 30, 2017. Please refer toNote 4 Acquisitions and Other Investments for additional discussion of our Decillion acquisition.Note 11—12—Derivative InstrumentsNote Hedges, Conversion Feature and WarrantsDuring the three months ended December 31, 2017, in connection with the maturity of the Notes, we settled the Note Hedges and Conversion Feature as discussed inNote 10 Indebtedness. The remaining derivative instruments related to the Notes at December 31, 2017 consist of the Warrants, also discussed inNote 10 Indebtedness. The Warrants continue to meet the classification requirements for inclusion within stockholders’ equity and as such they were not subject to fair valuere-measurement. We are required to assess whether we continue to meet the stockholders’ equity classification requirements. If in any future period we failed to satisfy those requirements, we would be required to reclassify the derivative instruments out of stockholders’ equity, to either assets or liabilities depending on their nature, and record those instruments at fair value with changes in fair value reflected in earnings.On July 10, 2017, we entered into an Agreements agreement has a notional value of $100.0 million, was effective as of December 1, 2017 and expires on December 1, 2021. The notional amount of theeach interest rate swap matchesagreement is expected to match the corresponding principal amount of a portion of our borrowings under the Credit Agreement withFacility.Lenders. During the term of the agreement, wenotional amount will have a fixed interest rate of 1.9275 percent on the notional amountof 1.9275% and Citizens Bank, National Association, as counterparty to the agreement, will pay us interest at a floating rate based on the 1 monthUSD-LIBOR-BBA swap rate on the notional amount. Interest payments are made quarterly on a net settlement basis.swapswaps as a hedging instrumentinstruments and itthey qualified for hedge accounting upon inception and at DecemberMarch 31, 2017.2021. To continue to qualify for hedge accounting, the instrumentinstruments must retain a “highly effective” ability to hedge interest rate risk for borrowings under the Credit Agreement.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 will beare recognized in accumulated other comprehensive income (loss) (AOCI) and subsequently reclassified into earnings in the period that the hedged transaction affects earnings. TheThe reclassification into earnings will beis recorded as a component of our interest expense within other expense, net. 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.gross asset and gross liability of our interest rate swapswaps and their respective locations in our consolidated balance sheetsheets at DecemberMarch 31, 20172021 and June 30, 2020 were as follows: December 31, 2017 (in thousands) Other assets $ 782 Accrued expenses and other current liabilities $ 165 Description Balance Sheet Location March 31, 2021 June 30, 2020 Derivative interest rate swaps (in thousands) Short-term derivative liability Accrued expenses and other current liabilities $ 1,601 $ 1,631 Long-term derivative liability Other liabilities $ 1,952 $ 3,448 tablestable presents the effect of the derivative interest rate swapswaps in our consolidated statement of comprehensive income (loss)loss for the three and sixnine months ended DecemberMarch 31, 2017. Amount of Gain (Loss) Recognized in OCI on
Derivative Instruments (Effective Portion) Amount of Gain (Loss) Reclassified from AOCI
into Net Income (Loss) (Effective Portion) Three Months Ended December 31, Three Months Ended December 31, 2017 2016 2017 2016 (in thousands) $ 804 $ — $ (48 ) $ — Amount of Gain (Loss) Recognized in OCI on
Derivative Instruments (Effective Portion) Amount of Gain (Loss) Reclassified from AOCI
into Net Income (Loss) (Effective Portion) Six Months Ended December 31, Six Months Ended December 31, 2017 2016 2017 2016 (in thousands) $ 569 $ — $ (48 ) $ — Gain (Loss) in AOCI June 30, 2020 Amount of Gain (Loss) Recognized in OCI on Derivative Instruments (Effective Portion) Gain (Loss) in AOCI March 31, 2021 (in thousands) Derivative interest rate swap $ (5,079) $ 171 $ 1,355 $ (3,553) Gain (Loss) in AOCI June 30, 2019 Amount of Gain (Loss) Recognized in OCI on Derivative Instruments (Effective Portion) Gain (Loss) in AOCI March 31, 2020 (in thousands) Derivative interest rate swap $ (1,285) $ (3,595) $ 5 $ (4,875) sixnine months ended DecemberMarch 31, 2017,2021, we concluded that no portion of the hedgehedges was ineffective.As of December 31, 2017, there was $0.6 million of unrealized gain in accumulated other comprehensive loss. do not expect to reclassify any approximately $1.7 million of this unrealized gainloss from accumulated other comprehensive lossAOCI to earnings over the next twelve months.12—13—Postretirement and Other Employee Benefitsa retirement plandefined benefit pension plans for our Swiss-based employees (the Swiss pension plans) that isare governed by local regulatory requirements. This plan includesThe Swiss pension plans include certain minimum benefit guarantees that, under U.S. GAAP, require defined benefit plan accounting.planplans included the following components: Three Months Ended
December 31, Six Months Ended
December 31, 2017 2016 2017 2016 (in thousands) $ 624 $ 732 $ 1,264 $ 1,482 87 31 176 63 (22 ) (22 ) (45 ) (45 ) 54 161 109 326 (294 ) (219 ) (595 ) (443 ) $ 449 $ 683 $ 909 $ 1,383 Three Months Ended March 31, Nine Months Ended March 31, 2021 2020 2021 2020 (in thousands) Components of net periodic cost Service cost $ 793 $ 749 $ 2,351 $ 2,202 Interest cost 38 57 113 169 Prior service credit (84) (79) (251) (233) Net actuarial loss 62 122 185 359 Expected return on plan assets (302) (317) (888) (933) Net periodic cost $ 507 $ 532 $ 1,510 $ 1,564 Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations
2020.
activity to gain protection from internal fraud and external financial crime.
We incurred The overall revenue increase was attributable to revenue increases in our Cloud Solutions and Banking Solutions segments of $17.8 million and $4.1 million, respectively, partially offset by a $3.9 million revenue decrease in our Payments and Documents segment. The Cloud Solutions segment's revenue increase was primarily due to increased subscription revenue from our payment platforms. The increased revenue in our Banking Solutions segment was primarily due to new customer engagements and platform go-lives, as customers continued to deploy our hosted solutions.
marketing costs of $2.5 million and product development and engineering costs of $1.7 million. Our operating expenses for the six months ended December 31, 2017 were unfavorably impacted by $0.6 million due to the impact of foreign currency exchange rates primarily related to the British Pound Sterling which appreciated against the U.S. Dollar as compared to the same period of the prior fiscal year.
In the six months ended December 31, 2017,2021
We expect future revenue growth
Over the past several years we have mademake strategic investments in innovative new technology offerings that we believe will enhance our competitive position, help us win new business, drive subscription revenue growth and expand our operating margins. We expect to continue to make investments in our suite of products so that we can continue to offer innovative, feature-rich technology solutions to our customers.
business recovery is underway.
2020.
2020
| Three Months Ended December 31, | Increase (Decrease) Between Periods | Six Months Ended December 31, | Increase (Decrease) Between Periods | |||||||||||||||||||||||||||||
| 2017 | 2016 | $ Change Inc (Dec) | % Change Inc (Dec) | 2017 | 2016 | $ Change Inc (Dec) | % Change Inc (Dec) | |||||||||||||||||||||||||
| (Dollars in thousands) | ||||||||||||||||||||||||||||||||
Segment revenue: | ||||||||||||||||||||||||||||||||
Cloud Solutions | $ | 44,518 | $ | 38,032 | $ | 6,486 | 17.1 | % | $ | 86,962 | $ | 73,589 | $ | 13,373 | 18.2 | % | ||||||||||||||||
Banking Solutions | 20,954 | 19,464 | 1,490 | 7.7 | % | 42,275 | 37,650 | 4,625 | 12.3 | % | ||||||||||||||||||||||
Payments and Transactional Documents | 25,343 | 24,815 | 528 | 2.1 | % | 48,392 | 49,661 | (1,269 | ) | (2.6 | )% | |||||||||||||||||||||
Other | 4,380 | 4,417 | (37 | ) | (0.8 | )% | 8,862 | 8,912 | (50 | ) | (0.6 | )% | ||||||||||||||||||||
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| |||||||||||||||||||||
Total revenues | $ | 95,195 | $ | 86,728 | $ | 8,467 | 9.8 | % | $ | 186,491 | $ | 169,812 | $ | 16,679 | 9.8 | % | ||||||||||||||||
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| |||||||||||||||||||||
Segment measure of profit (loss): | ||||||||||||||||||||||||||||||||
Cloud Solutions | $ | 9,650 | $ | 6,778 | $ | 2,872 | 42.4 | % | $ | 19,034 | $ | 12,231 | $ | 6,803 | 55.6 | % | ||||||||||||||||
Banking Solutions | 1,148 | 1,043 | 105 | 10.1 | % | 3,309 | 1,068 | 2,241 | 209.8 | % | ||||||||||||||||||||||
Payments and Transactional Documents | 7,734 | 7,617 | 117 | 1.5 | % | 14,094 | 15,193 | (1,099 | ) | (7.2 | )% | |||||||||||||||||||||
Other | (903 | ) | (913 | ) | 10 | 1.1 | % | (1,387 | ) | (1,358 | ) | (29 | ) | (2.1 | )% | |||||||||||||||||
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| |||||||||||||||||||||
Total measure of segment profit | $ | 17,629 | $ | 14,525 | $ | 3,104 | 21.4 | % | $ | 35,050 | $ | 27,134 | $ | 7,916 | 29.2 | % | ||||||||||||||||
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| |||||||||||||||||||||
| Three Months Ended March 31, | Increase (Decrease) Between Periods | Nine Months Ended March 31, | Increase (Decrease) Between Periods | |||||||||||||||||||||||||||||||||||||||||||||||
| 2021 | 2020 | $ Change Inc (Dec) | % Change Inc (Dec) | 2021 | 2020 | $ Change Inc (Dec) | % Change Inc (Dec) | |||||||||||||||||||||||||||||||||||||||||||
| (Dollars in thousands) | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Segment revenue: | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Cloud Solutions | $ | 72,617 | $ | 64,069 | $ | 8,548 | 13.3 | % | $ | 207,233 | $ | 189,432 | $ | 17,801 | 9.4 | % | ||||||||||||||||||||||||||||||||||
| Banking Solutions | 25,904 | 24,545 | 1,359 | 5.5 | % | 76,074 | 71,981 | 4,093 | 5.7 | % | ||||||||||||||||||||||||||||||||||||||||
| Payments and Documents | 18,810 | 19,152 | (342) | (1.8) | % | 53,384 | 57,244 | (3,860) | (6.7) | % | ||||||||||||||||||||||||||||||||||||||||
| Other | 3,554 | 3,949 | (395) | (10.0) | % | 12,583 | 12,925 | (342) | (2.6) | % | ||||||||||||||||||||||||||||||||||||||||
| Total segment revenue | $ | 120,885 | $ | 111,715 | $ | 9,170 | 8.2 | % | $ | 349,274 | $ | 331,582 | $ | 17,692 | 5.3 | % | ||||||||||||||||||||||||||||||||||
| Segment measure of profit (loss): | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Cloud Solutions | $ | 13,764 | $ | 12,861 | $ | 903 | 7.0 | % | $ | 43,979 | $ | 41,674 | $ | 2,305 | 5.5 | % | ||||||||||||||||||||||||||||||||||
| Banking Solutions | 694 | 1,585 | (891) | (56.2) | % | 3,594 | 1,744 | 1,850 | 106.1 | % | ||||||||||||||||||||||||||||||||||||||||
| Payments and Documents | 5,213 | 4,966 | 247 | 5.0 | % | 13,400 | 15,777 | (2,377) | (15.1) | % | ||||||||||||||||||||||||||||||||||||||||
| Other | (3,842) | (3,397) | (445) | (13.1) | % | (8,894) | (7,459) | (1,435) | (19.2) | % | ||||||||||||||||||||||||||||||||||||||||
| Total measure of segment profit | $ | 15,829 | $ | 16,015 | $ | (186) | (1.2) | % | $ | 52,079 | $ | 51,736 | $ | 343 | 0.7 | % | ||||||||||||||||||||||||||||||||||
| Three Months Ended December 31, | Six Months Ended December 31, | |||||||||||||||
| 2017 | 2016 | 2017 | 2016 | |||||||||||||
| (in thousands) | ||||||||||||||||
Total measure of segment profit | $ | 17,629 | $ | 14,525 | $ | 35,050 | $ | 27,134 | ||||||||
Less: | ||||||||||||||||
Amortization of acquisition-related intangible assets | (5,702 | ) | (6,090 | ) | (10,890 | ) | (12,375 | ) | ||||||||
Goodwill impairment charge | — | (7,529 | ) | — | (7,529 | ) | ||||||||||
Stock-based compensation expense | (8,080 | ) | (8,656 | ) | (16,540 | ) | (16,855 | ) | ||||||||
Acquisition and integration-related expenses | (380 | ) | (522 | ) | (1,372 | ) | (1,771 | ) | ||||||||
Restructuring benefit | — | — | 9 | — | ||||||||||||
Minimum pension liability adjustments | (3 | ) | (264 | ) | (38 | ) | (541 | ) | ||||||||
Global ERP system implementation and other costs | (1,339 | ) | (2,106 | ) | (3,415 | ) | (4,597 | ) | ||||||||
Other expense, net | (3,532 | ) | (4,182 | ) | (7,995 | ) | (8,117 | ) | ||||||||
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Loss before income taxes | $ | (1,407 | ) | $ | (14,824 | ) | $ | (5,191 | ) | $ | (24,651 | ) | ||||
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| |||||||||
| Three Months Ended March 31, | Nine Months Ended March 31, | |||||||||||||||||||||||||
| 2021 | 2020 | 2021 | 2020 | |||||||||||||||||||||||
| (in thousands) | ||||||||||||||||||||||||||
| Total measure of segment profit | $ | 15,829 | $ | 16,015 | $ | 52,079 | $ | 51,736 | ||||||||||||||||||
| Less: | ||||||||||||||||||||||||||
| Amortization of acquisition-related intangible assets | (5,443) | (5,121) | (15,614) | (15,284) | ||||||||||||||||||||||
| Stock-based compensation plan expense | (11,498) | (9,289) | (33,644) | (31,298) | ||||||||||||||||||||||
| Acquisition and integration-related expenses | (738) | (986) | (2,078) | (4,640) | ||||||||||||||||||||||
| Restructuring benefit (expense) | 4 | (730) | (987) | (939) | ||||||||||||||||||||||
| Excess depreciation associated with restructuring events | — | — | (528) | — | ||||||||||||||||||||||
| Other non-core (expense) benefit | (52) | — | (148) | 10 | ||||||||||||||||||||||
| Global ERP system implementation and other costs | — | (61) | — | (485) | ||||||||||||||||||||||
| Other expense, net of pension adjustments | (1,536) | (1,237) | (3,701) | (3,044) | ||||||||||||||||||||||
| Loss before income taxes | $ | (3,434) | $ | (1,409) | $ | (4,621) | $ | (3,944) | ||||||||||||||||||
the increases in revenue describe above.
the same period in the prior fiscal year, due primarily to the revenue increase described above, partially offset by increased cost of revenues of $4.4 million and increased operating expenses of $2.2 million. We expect revenue and profit for the Cloud Solutions segment to increase in fiscal year 2018 as compared to the prior fiscal year, as a result of increased revenue from our legal spend management solutions and settlement network solutions.
Banking Solutions
Revenues from our Banking Solutions segment increased $1.5 million for the three months ended December 31, 20172021 as compared to the same period in the prior fiscal year due primarily to increased servicesthe revenue of $2.2 million,increases described above, partially offset by an increase in costs of sales of $1.6 million and operating expenses of $0.6 million, respectively. We expect revenue to continue to increase and profit to remain relatively consistent for the Banking Solutions segment in fiscal year 2021 as compared to fiscal year 2020.
Revenues from our Banking Solutions segment increased $4.6$0.2 million for the sixthree months ended DecemberMarch 31, 20172021 as compared to the same period in the prior fiscal year, primarily due primarily to increased services revenuea decrease in cost of $3.6 million, software license revenue of $0.7 millionmillion.
Payments and Transactional Documents
Revenues from our Payments and Transactional Documents segment increased $0.5 Segment profit decreased $2.4 million for the threenine months ended DecemberMarch 31, 20172021 as compared to the same period in the prior fiscal year, inclusiveprimarily due to the revenue decrease described above and increased operating expenses of a favorable impact of foreign currency exchange rates of $1.1$0.6 million due primarily related to increased subscriptionsales and transactions revenue of $2.4 million from our European payments and transactional documents solutions,marketing costs, partially offset by decreased software licensesa decrease in cost of revenues of $2.1 million. We expect revenue of $1.0 million,and profit to decrease for the Payments and Documents segment in fiscal year 2021, primarily due to decreased service and maintenance revenue of $0.4 million and software licenses.
| Three Months Ended March 31, | Increase (Decrease) Between Periods | Nine Months Ended March 31, | Increase (Decrease) Between Periods | |||||||||||||||||||||||||||||||||||||||||||||||
| 2021 | 2020 | $ Change Inc (Dec) | % Change Inc (Dec) | 2021 | 2020 | $ Change Inc (Dec) | % Change Inc (Dec) | |||||||||||||||||||||||||||||||||||||||||||
| (Dollars in thousands) | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Revenues: | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Subscriptions | $ | 99,939 | $ | 87,531 | $ | 12,408 | 14.2 | % | $ | 283,721 | $ | 251,682 | $ | 32,039 | 12.7 | % | ||||||||||||||||||||||||||||||||||
| Software licenses | 1,092 | 1,546 | (454) | (29.4) | % | 3,871 | 6,922 | (3,051) | (44.1) | % | ||||||||||||||||||||||||||||||||||||||||
| Service and maintenance | 19,292 | 21,732 | (2,440) | (11.2) | % | 59,878 | 70,618 | (10,740) | (15.2) | % | ||||||||||||||||||||||||||||||||||||||||
| Other | 562 | 906 | (344) | (38.0) | % | 1,804 | 2,360 | (556) | (23.6) | % | ||||||||||||||||||||||||||||||||||||||||
| Total revenues | $ | 120,885 | $ | 111,715 | $ | 9,170 | 8.2 | % | $ | 349,274 | $ | 331,582 | $ | 17,692 | 5.3 | % | ||||||||||||||||||||||||||||||||||
| As % of total revenues: | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Subscriptions | 82.7 | % | 78.4 | % | 81.2 | % | 75.9 | % | ||||||||||||||||||||||||||||||||||||||||||
| Software licenses | 0.9 | % | 1.4 | % | 1.1 | % | 2.1 | % | ||||||||||||||||||||||||||||||||||||||||||
| Service and maintenance | 16.0 | % | 19.5 | % | 17.1 | % | 21.3 | % | ||||||||||||||||||||||||||||||||||||||||||
| Other | 0.4 | % | 0.7 | % | 0.6 | % | 0.7 | % | ||||||||||||||||||||||||||||||||||||||||||
| Total revenues | 100.0 | % | 100.0 | % | 100.0 | % | 100.0 | % | ||||||||||||||||||||||||||||||||||||||||||
Other
Revenues by category
| Three Months Ended December 31, | Increase (Decrease) Between Periods | Six Months Ended December 31, | Increase (Decrease) Between Periods | |||||||||||||||||||||||||||||
| 2017 | 2016 | $ Change Inc (Dec) | % Change Inc (Dec) | 2017 | 2016 | $ Change Inc (Dec) | % Change Inc (Dec) | |||||||||||||||||||||||||
| (Dollars in thousands) | ||||||||||||||||||||||||||||||||
Revenues: | ||||||||||||||||||||||||||||||||
Subscriptions and transactions | $ | 63,187 | $ | 55,644 | $ | 7,543 | 13.6 | % | $ | 123,901 | $ | 107,776 | $ | 16,125 | 15.0 | % | ||||||||||||||||
Software licenses | 2,620 | 3,492 | (872 | ) | (25.0 | )% | 4,985 | 5,613 | (628 | ) | (11.2 | )% | ||||||||||||||||||||
Service and maintenance | 28,433 | 25,920 | 2,513 | 9.7 | % | 55,775 | 53,593 | 2,182 | 4.1 | % | ||||||||||||||||||||||
Other | 955 | 1,672 | (717 | ) | (42.9 | )% | 1,830 | 2,830 | (1,000 | ) | (35.3 | )% | ||||||||||||||||||||
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| |||||||||||||||||||||
Total revenues | $ | 95,195 | $ | 86,728 | $ | 8,467 | 9.8 | % | $ | 186,491 | $ | 169,812 | $ | 16,679 | 9.8 | % | ||||||||||||||||
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| |||||||||||||||||||||
As % of total revenues: | ||||||||||||||||||||||||||||||||
Subscriptions and transactions | 66.4 | % | 64.2 | % | 66.4 | % | 63.5 | % | ||||||||||||||||||||||||
Software licenses | 2.8 | % | 4.0 | % | 2.7 | % | 3.3 | % | ||||||||||||||||||||||||
Service and maintenance | 29.9 | % | 29.9 | % | 29.9 | % | 31.6 | % | ||||||||||||||||||||||||
Other | 0.9 | % | 1.9 | % | 1.0 | % | 1.6 | % | ||||||||||||||||||||||||
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| |||||||||||||||||||||||||
Total revenues | 100.0 | % | 100.0 | % | 100.0 | % | 100.0 | % | ||||||||||||||||||||||||
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Subscriptions and Transactions
Revenues from subscriptions and transactions increased $7.5 million for the three months ended December 31, 2017 as compared to the same period in the prior fiscal year, inclusive of a favorable impact of foreign currency exchange rates of $0.8 million. The overall revenue increasedecrease was due principally to increases in revenue from our Cloud Solutions segment and Payments and Transactional Documents segment of $5.9 million and $2.4 million, respectively, partially offset by a decreasedecreases in revenue from our Banking Solutions segment, of $0.7 million.
Revenues from subscriptions and transactions increased $16.1 million for the six months ended December 31, 2017 as compared to the same period in the prior fiscal year, inclusive of a favorable impact of foreign currency exchange rates of $0.8 million. The overall revenue increase was due principally to increases in revenue from our Cloud Solutions segment and Payments and Transactional Documents segment of $12.6 million and $3.1 million, respectively. We expect subscriptions and transactions revenues to increase in fiscal year 2018 as compared to the prior fiscal year, primarily as a result of the revenue contribution from our legal spend management solutions and settlement network solutions and revenue increases in our Banking Solutions segment.
Software Licenses
Revenues from software licenses decreased $0.9 million for the three months ended December 31, 2017 as compared to the same period in the prior fiscal year, inclusive of a favorable impact of foreign currency exchange rates of $0.1 million, primarily as a result of decreased revenue from our Payments and Transactional Documents segment of $1.0 million.
Revenues from software licenses decreased $0.6 million for the six months ended December 31, 2017 as compared to the same period in the prior fiscal year, inclusive of a favorable impact of foreign currency exchange rates of $0.1 million, primarily as a result of decreased revenue from our European payments and transactional documents solutions of $1.5 million, partially offset by increased revenue from our Banking Solutions segment and Other segment of $0.7 million and $0.3 million, respectively. We expect software license revenues to decrease slightly in fiscal year 2018 as compared to the prior fiscal year.
Service and Maintenance
Revenues from service and maintenance increased $2.5 million for the three months ended December 31, 2017 as compared to the same period in the prior fiscal year, inclusive of a favorable impact of foreign currency exchange rates of $0.7 million. The overall revenue increase was primarily the result of increased revenue from our Banking Solutions segment of $2.2 million.
Revenues from service and maintenance increased $2.2 million for the six months ended December 31, 2017 as compared to the same period in the prior fiscal year, inclusive of a favorable impact of foreign currency exchange rates of $0.9 million. The overall revenue increase was primarily the result of increased revenue from our Banking Solutions and Cloud Solutions segment of $3.5$5.5 million, $4.0 million and $0.7$1.1 million, respectively, partially offset by decreased revenue fromin each case reflecting the continued conversion of customers to our Paymentshosted and Transactional Documents segmentsubscription based solutions rather than
our continued emphasis on our hosted solutions.
2021.
| Three Months Ended December 31, | Increase (Decrease) Between Periods | Six Months Ended December 31, | Increase (Decrease) Between Periods | |||||||||||||||||||||||||||||
| 2017 | 2016 | $ Change Inc (Dec) | % Change Inc (Dec) | 2017 | 2016 | $ Change Inc (Dec) | % Change Inc (Dec) | |||||||||||||||||||||||||
| (Dollars in thousands) | ||||||||||||||||||||||||||||||||
Cost of revenues: | ||||||||||||||||||||||||||||||||
Subscriptions and transactions | $ | 27,201 | $ | 24,782 | $ | 2,419 | 9.8 | % | $ | 54,612 | $ | 48,668 | $ | 5,944 | 12.2 | % | ||||||||||||||||
Software licenses | 229 | 196 | 33 | 16.8 | % | 399 | 324 | 75 | 23.1 | % | ||||||||||||||||||||||
Service and maintenance | 12,968 | 13,416 | (448 | ) | (3.3 | )% | 25,200 | 26,701 | (1,501 | ) | (5.6 | )% | ||||||||||||||||||||
Other | 701 | 1,178 | (477 | ) | (40.5 | )% | 1,368 | 2,056 | (688 | ) | (33.5 | )% | ||||||||||||||||||||
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| |||||||||||||||||||||
Total cost of revenues | $ | 41,099 | $ | 39,572 | $ | 1,527 | 3.9 | % | $ | 81,579 | $ | 77,749 | $ | 3,830 | 4.9 | % | ||||||||||||||||
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Gross Profit ($) | $ | 54,096 | $ | 47,156 | $ | 6,940 | 14.7 | % | $ | 104,912 | $ | 92,063 | $ | 12,849 | 14.0 | % | ||||||||||||||||
Gross Profit (%) | 56.8 | % | 54.4 | % | 56.3 | % | 54.2 | % | ||||||||||||||||||||||||
As % of total revenues: | ||||||||||||||||||||||||||||||||
Subscriptions and transactions | 28.6 | % | 28.6 | % | 29.3 | % | 28.7 | % | ||||||||||||||||||||||||
Software licenses | 0.2 | % | 0.2 | % | 0.2 | % | 0.2 | % | ||||||||||||||||||||||||
Service and maintenance | 13.6 | % | 15.5 | % | 13.5 | % | 15.7 | % | ||||||||||||||||||||||||
Other | 0.8 | % | 1.3 | % | 0.7 | % | 1.2 | % | ||||||||||||||||||||||||
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| |||||||||||||||||||||||||
Total cost of revenues | 43.2 | % | 45.6 | % | 43.7 | % | 45.8 | % | ||||||||||||||||||||||||
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| Three Months Ended March 31, | Increase (Decrease) Between Periods | Nine Months Ended March 31, | Increase (Decrease) Between Periods | |||||||||||||||||||||||||||||||||||||||||||||||
| 2021 | 2020 | $ Change Inc (Dec) | % Change Inc (Dec) | 2021 | 2020 | $ Change Inc (Dec) | % Change Inc (Dec) | |||||||||||||||||||||||||||||||||||||||||||
| (Dollars in thousands) | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Cost of revenues: | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Subscriptions | $ | 39,194 | $ | 34,670 | $ | 4,524 | 13.0 | % | $ | 111,607 | $ | 100,884 | $ | 10,723 | 10.6 | % | ||||||||||||||||||||||||||||||||||
| Software licenses | 116 | 82 | 34 | 41.5 | % | 332 | 400 | (68) | (17.0) | % | ||||||||||||||||||||||||||||||||||||||||
| Service and maintenance | 10,450 | 12,534 | (2,084) | (16.6) | % | 31,752 | 38,516 | (6,764) | (17.6) | % | ||||||||||||||||||||||||||||||||||||||||
| Other | 375 | 643 | (268) | (41.7) | % | 1,235 | 1,663 | (428) | (25.7) | % | ||||||||||||||||||||||||||||||||||||||||
| Total cost of revenues | $ | 50,135 | $ | 47,929 | $ | 2,206 | 4.6 | % | $ | 144,926 | $ | 141,463 | $ | 3,463 | 2.4 | % | ||||||||||||||||||||||||||||||||||
| Gross Profit ($) | $ | 70,750 | $ | 63,786 | $ | 6,964 | 10.9 | % | $ | 204,348 | $ | 190,119 | $ | 14,229 | 7.5 | % | ||||||||||||||||||||||||||||||||||
| Gross Profit (%) | 58.5 | % | 57.1 | % | 58.5 | % | 57.3 | % | ||||||||||||||||||||||||||||||||||||||||||
Subscriptions and transactions costs decreased slightly to 44% of subscription and transactions revenues in the six months ended December 31, 2017 compared to 45% of subscriptions and transactions revenues in the six months ended December 31, 2016.2020. We expect that subscriptions and transactions costs as a percentage of subscriptions and transactions revenues will remain relatively consistentcontinue to decrease slightly in fiscal year 20182021 as compared to the prior fiscal year.
a result of increased revenue contribution from our cloud-based banking, legal spend management and Paymode-X solutions.
nine months ended March 31, 2020.
Overall, software license costs remain inconsequential.costs decreased to 45% of service and maintenance revenues in the six months ended December 31, 2017 as compared to 50% of service and maintenance revenues in the six months ended December 31, 2016. The decrease in service and maintenance costs as a percent of service and maintenance revenues for the three and six months ended December 31, 2017 as compared to the same periods in the prior fiscal year was driven principally by gross margin improvement in our Banking Solutions segment. We expect that service and maintenance costs as a percentage of service and maintenance revenues decreased to 54% in the three months ended March 31, 2021 as compared to 58% in the three months ended March 31, 2020 primarily due to a decrease in costs from our Payments and Documents Solutions and Cloud Solutions segments.
2021.
2021.
| Three Months Ended December 31, | Increase (Decrease) Between Periods | Six Months Ended December 31, | Increase (Decrease) Between Periods | |||||||||||||||||||||||||||||
| 2017 | 2016 | $ Change Inc (Dec) | % Change Inc (Dec) | 2017 | 2016 | $ Change Inc (Dec) | % Change Inc (Dec) | |||||||||||||||||||||||||
| (Dollars in thousands) | ||||||||||||||||||||||||||||||||
Operating expenses: | ||||||||||||||||||||||||||||||||
Sales and marketing | $ | 21,396 | $ | 19,325 | $ | 2,071 | 10.7 | % | $ | 40,701 | $ | 38,200 | $ | 2,501 | 6.5 | % | ||||||||||||||||
Product development and engineering | 13,892 | 13,082 | 810 | 6.2 | % | 27,707 | 26,017 | 1,690 | 6.5 | % | ||||||||||||||||||||||
General and administrative | 10,981 | 11,772 | (791 | ) | (6.7 | )% | 22,810 | 24,476 | (1,666 | ) | (6.8 | )% | ||||||||||||||||||||
Amortization of acquisition-related intangible assets | 5,702 | 6,090 | (388 | ) | (6.4 | )% | 10,890 | 12,375 | (1,485 | ) | (12.0 | )% | ||||||||||||||||||||
Goodwill impairment charge | — | 7,529 | (7,529 | ) | (100.0 | )% | — | 7,529 | (7,529 | ) | (100.0 | )% | ||||||||||||||||||||
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Total operating expenses | $ | 51,971 | $ | 57,798 | $ | (5,827 | ) | (10.1 | )% | $ | 102,108 | $ | 108,597 | $ | (6,489 | ) | (6.0 | )% | ||||||||||||||
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As % of total revenues: | ||||||||||||||||||||||||||||||||
Sales and marketing | 22.5 | % | 22.3 | % | 21.8 | % | 22.5 | % | ||||||||||||||||||||||||
Product development and engineering | 14.6 | % | 15.1 | % | 14.9 | % | 15.3 | % | ||||||||||||||||||||||||
General and administrative | 11.5 | % | 13.6 | % | 12.2 | % | 14.4 | % | ||||||||||||||||||||||||
Amortization of acquisition-related intangible assets | 6.0 | % | 7.0 | % | 5.8 | % | 7.3 | % | ||||||||||||||||||||||||
Goodwill impairment charge | — | % | 8.7 | % | — | % | 4.4 | % | ||||||||||||||||||||||||
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Total operating expenses | 54.6 | % | 66.7 | % | 54.7 | % | 63.9 | % | ||||||||||||||||||||||||
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| Three Months Ended March 31, | Increase (Decrease) Between Periods | Nine Months Ended March 31, | Increase (Decrease) Between Periods | |||||||||||||||||||||||||||||||||||||||||||||||
| 2021 | 2020 | $ Change Inc (Dec) | % Change Inc (Dec) | 2021 | 2020 | $ Change Inc (Dec) | % Change Inc (Dec) | |||||||||||||||||||||||||||||||||||||||||||
| (Dollars in thousands) | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Operating expenses: | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Sales and marketing | $ | 31,525 | $ | 27,370 | $ | 4,155 | 15.2 | % | $ | 86,505 | $ | 80,046 | $ | 6,459 | 8.1 | % | ||||||||||||||||||||||||||||||||||
| Product development and engineering | 20,224 | 18,000 | 2,224 | 12.4 | % | 57,906 | 54,628 | 3,278 | 6.0 | % | ||||||||||||||||||||||||||||||||||||||||
| General and administrative | 15,678 | 13,734 | 1,944 | 14.2 | % | 45,962 | 41,840 | 4,122 | 9.9 | % | ||||||||||||||||||||||||||||||||||||||||
| Amortization of acquisition-related intangible assets | 5,443 | 5,121 | 322 | 6.3 | % | 15,614 | 15,284 | 330 | 2.2 | % | ||||||||||||||||||||||||||||||||||||||||
| Total operating expenses | $ | 72,870 | $ | 64,225 | $ | 8,645 | 13.5 | % | $ | 205,987 | $ | 191,798 | $ | 14,189 | 7.4 | % | ||||||||||||||||||||||||||||||||||
| As % of total revenues: | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Sales and marketing | 26.1 | % | 24.5 | % | 24.8 | % | 24.1 | % | ||||||||||||||||||||||||||||||||||||||||||
| Product development and engineering | 16.7 | % | 16.1 | % | 16.6 | % | 16.5 | % | ||||||||||||||||||||||||||||||||||||||||||
| General and administrative | 13.0 | % | 12.3 | % | 13.2 | % | 12.6 | % | ||||||||||||||||||||||||||||||||||||||||||
| Amortization of acquisition-related intangible assets | 4.5 | % | 4.6 | % | 4.5 | % | 4.6 | % | ||||||||||||||||||||||||||||||||||||||||||
| Total operating expenses | 60.3 | % | 57.5 | % | 59.1 | % | 57.8 | % | ||||||||||||||||||||||||||||||||||||||||||
$0.8 million.
2021.
2021.
General and administrative expenses decreased in the six months ended December 31, 2017 as compared to the six months ended December 31, 2016 due primarily to a decrease in costs associated with our global internal system implementations of $1.2$2.1 million, andpartially offset by a decrease in acquisition and integration-relatedintegration expense of $0.2 million.
Goodwill Impairment Charge
In$21 million in fiscal year 2021.
| Three Months Ended March 31, | Increase (Decrease) Between Periods | Nine Months Ended March 31, | Increase (Decrease) Between Periods | |||||||||||||||||||||||||||||||||||||||||||||||
| 2021 | 2020 | $ Change Inc (Dec) | % Change Inc (Dec) | 2021 | 2020 | $ Change Inc (Dec) | % Change Inc (Dec) | |||||||||||||||||||||||||||||||||||||||||||
| (Dollars in thousands) | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Interest income | $ | 37 | $ | 142 | $ | (105) | (73.9) | % | $ | 232 | $ | 533 | $ | (301) | (56.5) | % | ||||||||||||||||||||||||||||||||||
| Interest expense | (993) | (833) | (160) | (19.2) | % | (3,574) | (2,310) | (1,264) | (54.7) | % | ||||||||||||||||||||||||||||||||||||||||
| Other income (expense), net | (358) | (279) | (79) | (28.3) | % | 360 | (488) | 848 | 173.8 | % | ||||||||||||||||||||||||||||||||||||||||
| Other expense, net | $ | (1,314) | $ | (970) | $ | (344) | (35.5) | % | $ | (2,982) | $ | (2,265) | $ | (717) | (31.7) | % | ||||||||||||||||||||||||||||||||||
Other Expense, Net
| Three Months Ended December 31, | Increase (Decrease) Between Periods | Six Months Ended December 31, | Increase (Decrease) Between Periods | |||||||||||||||||||||||||||||
| 2017 | 2016 | $ Change Inc (Dec) | % Change Inc (Dec) | 2017 | 2016 | $ Change Inc (Dec) | % Change Inc (Dec) | |||||||||||||||||||||||||
| (Dollars in thousands) | ||||||||||||||||||||||||||||||||
Interest income | $ | 63 | $ | 129 | $ | (66 | ) | (51.2 | )% | $ | 117 | $ | 283 | $ | (166 | ) | (58.7 | )% | ||||||||||||||
Interest expense | (3,668 | ) | (4,143 | ) | 475 | 11.5 | % | (8,257 | ) | (8,183 | ) | (74 | ) | (0.9 | )% | |||||||||||||||||
Other income (expense), net | 73 | (168 | ) | 241 | 143.5 | % | 145 | (217 | ) | 362 | 166.8 | % | ||||||||||||||||||||
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Other expense, net | $ | (3,532 | ) | $ | (4,182 | ) | $ | 650 | 15.5 | % | $ | (7,995 | ) | $ | (8,117 | ) | $ | 122 | 1.5 | % | ||||||||||||
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Other expense, net decreased $0.7 million for
Provision for Income Taxes
We recorded an income tax benefit of $4.5 million for each of the three months ended December 31, 20172021 and 2016. The income tax benefit for the three months ended December 31, 2017 includes a provisional discrete tax benefit of $4.4 million relating to the enactment of the Tax Act in the United States. The income tax benefit for the three months ended December 31, 2016 includes a discrete tax benefit in Switzerland of $4.5 million related to the impairment of its investment in Intellinx Ltd. (a wholly owned subsidiary). We recorded an income tax benefit of $4.0 million and $3.8 million for the six months ended December 31, 2017 and 2016,2020, respectively. Please refer to
On December 9, 2016, we (as borrower) and certain of our domestic subsidiaries (as guarantors) entered into
all covenants.
As of December 31, 2017, we were in compliance with the covenants associated with the Credit Facility.
| December 31, | June 30, | |||||||
| 2017 | 2017 | |||||||
| (in thousands) | ||||||||
Cash and cash equivalents | $ | 64,051 | $ | 124,569 | ||||
Marketable securities | 10,004 | 1,973 | ||||||
Borrowings under credit facility | 150,000 | — | ||||||
Convertible senior notes(1) | — | 183,682 | ||||||
| Six Months Ended December 31, | ||||||||
| 2017 | 2016 | |||||||
| (in thousands) | ||||||||
Cash provided by operating activities | $ | 9,688 | $ | 17,578 | ||||
Cash provided by (used in) investing activities | (30,906 | ) | 4,000 | |||||
Cash used in financing activities | (40,249 | ) | (15,696 | ) | ||||
Effect of exchange rates on cash | 949 | (3,444 | ) | |||||
| March 31, | June 30, | |||||||||||||
| 2021 | 2020 | |||||||||||||
| (in thousands) | ||||||||||||||
| Cash and cash equivalents | $ | 128,188 | $ | 194,832 | ||||||||||
| Marketable securities | 10,250 | 10,209 | ||||||||||||
| Borrowings under credit facility | 130,000 | 180,000 | ||||||||||||
| Nine Months Ended March 31, | ||||||||||||||
| 2021 | 2020 | |||||||||||||
| (in thousands) | ||||||||||||||
| Cash provided by operating activities | $ | 61,397 | $ | 70,129 | ||||||||||
| Cash used in investing activities | (75,472) | (41,233) | ||||||||||||
| Cash (used in) provided by financing activities | (56,166) | 54,623 | ||||||||||||
| Effect of exchange rates on cash | 5,849 | (1,667) | ||||||||||||
$61.4 million and the effect of foreign exchange rates on cash of $5.8 million
.subsidiary from which the distribution to the U.S. was made.
by $7.9$8.7 million in the sixnine months ended DecemberMarch 31, 2017 versus2021 as compared to the same period in the prior fiscal year. The decrease was primarily related to a decrease in cash flows generated from accounts receivable of $14.8$3.9 million accrued expenses of $2.2 million, other liabilities of $1.4 million, deferred revenue of $1.3 million andnon-cash adjustments to our net loss of $8.2 million, partially offset by a decrease in our net loss of $19.7 million.
At December 31, 2017, we had U.S. net operating loss carryforwards of $105.6 million, which expire at various times through fiscal year 2038, Switzerland net operating losses of $19.8 million, which expire in fiscal year 2024,cash flows for prepaid expenses and other foreign net operating loss carryforwardsassets of $26.8$4.1 million primarily in Europe and Israel, which have no statutory expiration date. We also have approximately $6.2$3.3 million, of research and development tax credit carryforwards available, which expire at various points through fiscal year 2038. Our operating losses and tax credit carryforwards may be subject to limitations under provisions of the Internal Revenue Code.
At December 31, 2017, a substantial portion of our deferred tax assets have been reserved since, given the available evidence, it was deemed more likely than not that these deferred tax assets would not be realized.
respectively.
Financing Activities. Financing cash flows consist primarily of repurchases of common stock, issuance and repayment of debt, and proceeds from the sale of shares of common stock through employee equity incentive plans. The $24.6 million increase in cash used in financing activities for the six months ended December 31, 20172021 as compared to the same period in the prior fiscal year was primarily due to the repayment of the Notes of $189.8 million,cash used to fund business and asset acquisitions, net of $150.0cash acquired, of $41.3 million borrowedand other investments of $9.8 million, partially offset by a decrease in cash used for capital expenditures of $15.2 million and a decrease in cash used for the purchase of available for sale securities of $1.2 million.
$8.4 million
Following is a summary
| Payment Due by Fiscal Year | ||||||||||||||||||||
| 2018 | 2019-2020 | 2021-2022 | Thereafter | Total | ||||||||||||||||
| (in thousands) | ||||||||||||||||||||
Credit Facility | ||||||||||||||||||||
Principal payment | $ | — | $ | — | $ | 150,000 | $ | — | $ | 150,000 | ||||||||||
Interest payments(1) | 2,590 | 10,424 | 7,501 | — | 20,515 | |||||||||||||||
Commitment fee(2) | 188 | 750 | 541 | — | 1,479 | |||||||||||||||
Note payable | 374 | 1,122 | — | — | 1,496 | |||||||||||||||
Operating leases | 2,938 | 9,795 | 6,968 | 6,476 | 26,177 | |||||||||||||||
Purchase commitments | 4,398 | 6,053 | 92 | — | 10,543 | |||||||||||||||
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Total contractual obligations | $ | 10,488 | $ | 28,144 | $ | 165,102 | $ | 6,476 | $ | 210,210 | ||||||||||
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Purchase orders are not included inour Annual Report on Form 10-K for the table above. Our purchase orders represent authorizations to purchase rather than binding agreements. The contractual obligation amounts in the table above are associated with agreements that are enforceable and legally binding and that specify all significant terms, including: fixed or minimum services to be used; fixed, minimum or variable price provisions; and the approximate timing of the transaction. Obligations under contract that we can cancel without a significant penalty are not included in the table above.
fiscal year ended June 30, 2020.
The contractual obligations table above also excludes our estimate of the contributions we will make to our Swiss defined benefit pension plan in fiscal year 2018, which is $1.6 million based on foreign exchange rates in effect on December 31, 2017. We have not disclosed contributions for periods after fiscal year 2018, as those amounts are subject to future changes.
In fiscal year 2018, we implemented the first phase of a company-wide enterprise resource planning (ERP) system. We have assessed and continued to monitor the impact of this implementation on our processes and procedures, as well as the impact on our internal controls over financial reporting. Where appropriate, we have made
With the exception of the implementation of our ERP solution, no change in our internal control over financial reporting occurred during the fiscal quarter ended DecemberMarch 31, 20172021 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Risks Related To Our Business
Failure to comply with the regulations provided by the Financial Conduct Authority (FCA) for certain of our U.K. operations could adversely impact our business
First Capital Cashflow Ltd., which we acquired in October 2017, is subject to the regulatory framework of the FCA. This component of our operations involves holding and disbursing client funds. The FCA has significant enforcement authority, which includes but is not limited to, withdrawing an organization’s authorization, issuing fines and suspending firms from carrying out regulated activities. While we believe we have appropriate controls and procedures around these operations, any failure to comply with FCA requirements may result in disciplinary actions that could have a material adverse effect on our business, operating results and financial condition.
Period | Total Number of Shares Purchased (1)(2) | Average Price Paid per Share | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | Approximate Dollar Value of Shares that May Yet be Purchased Under the Plans or Programs | ||||||||||||
October 1, 2017—October 31, 2017 | — | $ | — | — | $ | 20,140,000 | ||||||||||
November 1, 2017—November 30, 2017 | — | — | — | 20,140,000 | ||||||||||||
December 1, 2017—December 31, 2017 | 595,216 | 33.54 | — | 20,140,000 | ||||||||||||
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Total | 595,216 | $ | — | — | ||||||||||||
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| Period | Total Number of | Average Price Paid per Share | Total Number of | Approximate Dollar Value of Shares that May Yet be Purchased Under the Plans or Programs | ||||||||||||||||||||||
| January 1, 2021 - January 31, 2021 | — | $ | — | — | $ | 20,105,000 | ||||||||||||||||||||
| February 1, 2021 - February 28, 2021 | — | — | — | 20,105,000 | ||||||||||||||||||||||
| March 1, 2021 - March 31, 2021 | — | — | — | 20,105,000 | ||||||||||||||||||||||
| Total | — | $ | — | — | ||||||||||||||||||||||
| Incorporated by Reference | ||||||||||||||||||||||
| Exhibit Number | Description | Form | File No. | Exhibit | Filing Date | Filed Herewith | ||||||||||||||||
| 10.1 | 2009 Stock Incentive Plan, as amended | 8-K | 000-25259 | 99.2 | 11/20/17 | |||||||||||||||||
| 31.1 | Rule13a-14(a)/15d-14(a) Certification of Principal Executive Officer | X | ||||||||||||||||||||
| 31.2 | Rule13a-14(a)/15d-14(a) Certification of Principal Financial Officer | X | ||||||||||||||||||||
| 32.1 | Section 1350 Certification of Principal Executive Officer | X | ||||||||||||||||||||
| 32.2 | Section 1350 Certification of Principal Financial Officer | X | ||||||||||||||||||||
| 101.INS** | XBRL Instance Document | X | ||||||||||||||||||||
| 101.SCH** | XBRL Taxonomy Extension Schema Document | X | ||||||||||||||||||||
| 101.CAL** | XBRL Taxonomy Calculation Linkbase Document | X | ||||||||||||||||||||
| 101.DEF** | XBRL Taxonomy Definition Linkbase Document | X | ||||||||||||||||||||
| 101.LAB** | XBRL Taxonomy Label Linkbase Document | X | ||||||||||||||||||||
| 101.PRE** | XBRL Taxonomy Presentation Linkbase Document | X | ||||||||||||||||||||
| Incorporated by Reference | |||||||||||||||||||||||
| Exhibit Number | Description | Form | File No. | Exhibit | Filing Date | Filed Herewith | |||||||||||||||||
| 3.1 | 8-K | 000-25259 | 3.1 | 11/25/2020 | |||||||||||||||||||
| 10.1 | 8-K | 000-25259 | 10.1 | 03/01/2021 | |||||||||||||||||||
| 10.2 | 8-K | 000-25259 | 10.2 | 03/01/2021 | |||||||||||||||||||
| 10.3 | 8-K | 000-25259 | 10.1 | 03/12/2021 | |||||||||||||||||||
| 10.4 | 8-K | 000-25259 | 10.2 | 03/12/2021 | |||||||||||||||||||
| 31.1 | X | ||||||||||||||||||||||
| 31.2 | X | ||||||||||||||||||||||
| 32.1 | X | ||||||||||||||||||||||
| 32.2 | X | ||||||||||||||||||||||
| 101.INS | Inline XBRL Instance Document- the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. | ||||||||||||||||||||||
| 101.SCH** | Inline XBRL Taxonomy Extension Schema Document | X | |||||||||||||||||||||
| 101.CAL** | Inline XBRL Taxonomy Calculation Linkbase Document | X | |||||||||||||||||||||
| 101.DEF** | Inline XBRL Taxonomy Definition Linkbase Document | X | |||||||||||||||||||||
| 101.LAB** | Inline XBRL Taxonomy Label Linkbase Document | X | |||||||||||||||||||||
| 101.PRE** | Inline XBRL Taxonomy Presentation Linkbase Document | X | |||||||||||||||||||||
| 104 | Cover Page Interactive Data File (formatted as inline XBRL with applicable taxonomy extension information contained in Exhibits 101) | ||||||||||||||||||||||
| Date: | May 10, 2021 | By: | ||||||||||||
| Chief Financial Officer and Treasurer | ||||||||||||||
34