Bottomline (EPAY) 8-K/A Financial Statements and Exhibits

Exhibit 99.5

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

On October 13, 2006, the Company acquired all of the outstanding share capital of FormScape Group Ltd. (“Formscape”). Formscape is a UK-based company with operations in the United States, United Kingdom and Germany. The purchase consideration for Formscape was approximately $17.0 million of cash and $5.2 million (521,159 shares) of the Company’s common stock, as valued on the date of the acquisition.

The unaudited pro forma condensed combined balance sheets as of June 30, 2006 and September 30, 2006 were prepared as if the acquisitions had occurred on those dates and combine the historical balance sheets of the Company as of those dates with the historical balance sheets of Formscape as of April 30, 2006 and July 31, 2006, respectively. The unaudited pro forma condensed combined statements of operations for the twelve months ended June 30, 2006 and the three months ended September 30, 2006 were prepared as if the acquisition had occurred at the beginning of each of those periods and combine the historical statements of operations of the Company for the twelve and three month periods then ended with the historical statements of operations of Formscape for the twelve and three month periods ended April 30, 2006 and July 31, 2006, respectively. The historical balance sheet information for Formscape has been translated from Pounds Sterling to US Dollars at the exchange rates in effect at April 30, 2006 and July 31, 2006, respectively. The historical statements of operations for Formscape have been translated from Pounds Sterling to US Dollars at the average exchange rates in effect for the twelve month and three month periods ending April 30, 2006 and July 31, 2006, respectively.

The unaudited pro forma condensed combined financial statements have been prepared for informational purposes only, to show the effect of the combination of the Company and Formscape on a historical basis. These financial statements do not purport to be indicative of the financial position or results of operations that would have actually occurred had the business combination been in effect at those dates, nor do they project the results of operations or financial position for any future period or date.

The unaudited pro forma condensed combined financial statements do not reflect any adjustments for non-recurring items or anticipated synergies resulting from the acquisition. The purchase price allocation is not finalized, as the Company was still in the process of obtaining fair value estimates of assets acquired (including intangible assets) and liabilities assumed (including acquired deferred revenue) as of the date of this filing. Accordingly, the Company has prepared the pro forma adjustments based on assumptions that it believes are reasonable but that are subject to change as additional information becomes available and the preliminary purchase price allocation is finalized.

PRO FORMA CONDENSED COMBINED BALANCE SHEET

JUNE 30, 2006

(Unaudited)

(Amounts in US $, in thousands)

	Historical Bottomline		Historical Formscape		Eliminations		Pro Forma Adjustments		Pro Forma Combined
Assets
Current Assets:
Cash and marketable securities	80,497		795				(17,602	)(A)	63,690
Accounts receivable, net	21,043		3,333		(28	)(1)			24,348
Other current assets	4,864		1,026						5,890
Total current assets	106,404		5,154		(28	)	(17,602	)	93,928
Property, plant and equipment, net	7,106		823						7,929
Intangible assets, net	61,077		10,403				18,294	(B)	89,774
Other assets	1,247		—						1,247
Total assets	175,834		16,380		(28	)	692		192,878
Liabilities and Stockholders' Equity
Current Liabilities:
Accounts payable	5,990		923						6,913
Accrued expenses	8,660		1,870		(83	)(1)	895	(C)	11,342
Deferred revenue and deposits	19,880		5,237				(1,118	)(D)	23,999
Other current liabilities	—		1,822				(1,822	)(E)	—
Current portion of long term debt	—		447				(381	)(F)	66
Total current liabilities	34,530		10,299		(83	)	(2,426	)	42,320
Deferred revenue and deposits, non current	1,249		892				(190	)(D)	1,951
Deferred income taxes	2,985		—				3,339	(G)	6,324
Other liabilities	462		—						462
Long term debt, net of current portion	—		340				(271	)(F)	69
Total liabilities	39,226		11,531		(83	)	452		51,126
Stockholders' equity:
Common stock	23		16				(11	)(H)	28
Additional paid-in-capital	246,543		4,136				1,065	(H)	251,744
Share redemption premium	—		872				(872	)(H)
Accumulated other comprehensive income	3,585		(117	)					3,468
Treasury stock	(748	)	—						(748	)
Accumulated deficit	(112,795	)	(58	)	55	(1)	58	(H)	(112,740	)
Total stockholders' equity	136,608		4,849		55		240		141,752
Total liabilities and stockholders' equity	175,834		16,380		(28	)	692		192,878

Eliminating Entries:

(1) Adjustment to eliminate amounts due to Formscape from Bottomline Technologies, Ltd.

Pro-Forma Adjustments:

(A) Adjustment to reflect cash issued as purchase consideration by Bottomline ($16,950) and cash paid by Formscape immediately prior to the acquisition to pay off certain pre-existing bank debt ($652).

(B) Adjustment to reflect net increase to intangible assets arising from the acquisition, consisting of acquired technology ($4,390), customer related assets ($12,462) and goodwill ($1,442).

(C) Adjustment to accrue acquisition related costs.

(D) Adjustment to revalue acquired software support and maintenance deferred revenue to fair value, as required under US GAAP purchase accounting rules.

(E) Adjustment to reflect the payment of amounts due to preferential shareholders of Formscape, such amounts having been satisfied at the acquisition closing.

(F) Adjustment to reflect repayment of certain pre-existing bank debt of Formscape, such amounts having been paid by Formscape immediately prior to the acquisition by Bottomline.

(G) Adjustment to reflect deferred tax liabilities relating to certain intangible assets arising in the acquisition. The deferred tax liabilities relate to intangible assets that will be amortized for financial reporting purposes but that will not be deductible for tax purposes.

(H) Adjustment to reflect the elimination of the historic Formscape equity accounts, net of the effect of the issuance of 521 shares of common stock by Bottomline as purchase consideration for the acquisition. The fair value of the common stock issued by Bottomline, as measured as of the closing date of the acquisition, was $5,206 and resulted in an increase to Common Stock and Additional Paid in Capital of $5 and $5,201, respectively.

PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

YEAR ENDED JUNE 30, 2006

(Unaudited)

(Amounts in US $, in thousands except per share amounts)

	Historical Bottomline		Historical Formscape		Eliminations		Pro Forma Adjustments		Pro Forma Combined
Revenues:
Software licenses	12,236		6,856		(94	)(1)			18,998
Service and maintenance	74,801		11,768		(2	)(1)	(1,308	)(A)	85,259
Equipment and supplies	14,628		184		(7	)(1)			14,805
Total revenues	101,665		18,808		(103	)	(1,308	)	119,062
Cost of revenues:
Software licenses	1,419		427		(80	)(2)			1,766
Service and maintenance	32,724		3,227						35,951
Equipment and supplies	11,639		192						11,831
Total cost of revenues	45,782		3,846		(80	)			49,548
Gross profit	55,883		14,962		(23	)	(1,308	)	69,514
Operating expenses:
Sales and marketing	25,512		7,275						32,787
Product development and engineering	12,417		3,517						15,934
General and administrative	17,889		4,773						22,662
Amortization of intangible assets	4,491		—				3,956	(B)	8,447
Total operating expenses	60,309		15,565				3,956		79,830
Income (loss) from operations	(4,426	)	(603	)	(23	)	(5,264	)	(10,316	)
Other, net	3,252		(739	)			(848	)(C)	1,665
Income (loss) before provision for income taxes	(1,174	)	(1,342	)	(23	)	(6,112	)	(8,651	)
Provision (benefit) for income taxes	660		(278	)	24	(3)	—		406
Net income (loss)	(1,834	)	(1,064	)	(47	)	(6,112	)	(9,057	)
Basic net income (loss) per common share	(0.08	)							(0.39	)
Diluted net income (loss) per common share	(0.08	)							(0.39	)
Shares used in computing basic net income (loss) per share	22,838						521	(D)	23,359
Shares used in computing diluted net income (loss) per share	22,838						521	(D)	23,359

Eliminating Entries:

(1) Adjustment to eliminate sales transactions between Bottomline Technologies, Ltd. and Formscape for the periods presented.

(2) Adjustment to eliminate cost of sales transactions between Bottomline Technologies, Ltd. and Formscape for the periods presented.

(3) Tax impact of eliminating entries.

Pro-Forma Adjustments:

(A) Adjustment to reflect the estimated reduction to annual software maintenance revenue as a result of the revaluation of the acquired deferred revenue to fair value, as required under US GAAP purchase accounting rules.

(B) Adjustment to reflect the increase to annual amortization expense of specifically identifiable intangible assets arising in the acquisition. The expense amount consists of amortization of $1,463 relating to acquired technology and $2,493 relating to acquired customer related assets. The acquired technology has an estimated fair value of $4,390 as of the acquisition date and is being amortized over a useful life of three years. The acquired customer related assets have an estimated fair value of $12,462 as of the acquisition date and are being amortized over a useful life of five years.

(C) Adjustment to reflect a reduction in annual interest income as a result of the cash consideration issued by Bottomline ($16,950). The estimated impact on interest income assumes a 5% annual interest income rate.

(D) Adjustment to reflect the impact on shares outstanding, for purposes of computing earnings per share, of the 521 shares of common stock issued by Bottomline as purchase consideration.

PRO FORMA CONDENSED COMBINED BALANCE SHEET

SEPTEMBER 30, 2006

(Unaudited)

(Amounts in US $, in thousands)

	Historical Bottomline		Historical Formscape	Eliminations		Pro Forma Adjustments		Pro Forma Combined
Assets
Current Assets:
Cash and marketable securities	81,810		1,227			(17,525	)(A)	65,512
Accounts receivable, net	20,190		2,976					23,166
Other current assets	4,874		909					5,783
Total current assets	106,874		5,112			(17,525	)	94,461
Property, plant and equipment, net	7,126		764					7,890
Intangible assets, net	59,979		10,665			18,347	(B)	88,991
Other assets	1,857		—					1,857
Total assets	175,836		16,541			822		193,199
Liabilities and Stockholders' Equity
Current Liabilities:
Accounts payable	6,815		664					7,479
Accrued expenses	8,070		2,220	(84	)(1)	895	(C)	11,101
Deferred revenue and deposits	19,208		5,588			(1,181	)(D)	23,615
Other current liabilities	—		1,588			(1,588	)(E)	—
Current portion of long term debt	—		474			(405	)(F)	69
Total current liabilities	34,093		10,534	(84	)	(2,279	)	42,264
Deferred revenue and deposits, non current	1,644		600			(127	)(D)	2,117
Deferred income taxes	2,948		—			3,339	(G)	6,287
Other liabilities	482		—					482
Long term debt, net of current portion	—		239			(170	)(F)	69
Total liabilities	39,167		11,373	(84	)	763		51,219
Stockholders' equity:
Common stock	23		17			(12	)(H)	28
Additional paid-in-capital	248,945		4,241			960	(H)	254,146
Share redemption premium	—		613			(613	)(H)	—
Accumulated other comprehensive income	4,091		21					4,112
Treasury stock	(2,115	)	—					(2,115	)
Accumulated deficit	(114,275	)	276	84	(1)	(276	)(H)	(114,191	)
Total stockholders' equity	136,669		5,168	84		59		141,980
Total liabilities and stockholders' equity	175,836		16,541	—		822		193,199

Eliminating Entries:

(1) Adjustment to eliminate amounts due to Formscape from Bottomline Technologies, Ltd.

Pro-Forma Adjustments:

(A) Adjustment to reflect cash issued as purchase consideration by Bottomline ($16,950) and cash paid by Formscape immediately prior to the acquisition to pay off certain pre-existing bank debt ($575).

(B) Adjustment to reflect net increase to intangible assets arising from the acquisition, consisting of acquired technology ($4,390), customer related assets ($12,462) and goodwill ($1,495).

(C) Adjustment to accrue acquisition related costs.

(D) Adjustment to revalue acquired software support and maintenance deferred revenue to fair value, as required under US GAAP purchase accounting rules.

(E) Adjustment to reflect the payment of amounts due to preferential shareholders of Formscape, such amounts having been satisfied at the acquisition closing.

(F) Adjustment to reflect repayment of certain pre-existing bank debt of Formscape, such amounts having been paid by Formscape immediately prior to the acquisition by Bottomline.

(G) Adjustment to reflect deferred tax liabilities relating to certain intangible assets arising in the acquisition. The deferred tax liabilities relate to intangible assets that will be amortized for financial reporting purposes but that will not be deductible for tax purposes.

(H) Adjustment to reflect the elimination of the historic Formscape equity accounts, net of the effect of the issuance of 521 shares of common stock by Bottomline as purchase consideration for the acquisition. The fair value of the common stock issued by Bottomline, as measured as of the closing date of the acquisition, was $5,206 and resulted in an increase to Common Stock and Additional Paid in Capital of $5 and $5,201, respectively.

PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

THREE MONTHS ENDED SEPTEMBER 30, 2006

(Unaudited)

(Amounts in US $, in thousands except per share amounts)

	Historical Bottomline		Historical Formscape		Eliminations	Pro Forma Adjustments		Pro Forma Combined
Revenues:
Software licenses	1,851		1,896					3,747
Service and maintenance	19,991		3,105			(327	)(A)	22,769
Equipment and supplies	3,380		79					3,459
Total revenues	25,222		5,080			(327	)	29,975
Cost of revenues:
Software licenses	197		50					247
Service and maintenance	8,629		695					9,324
Equipment and supplies	2,526		68					2,594
Total cost of revenues	11,352		813					12,165
Gross profit	13,870		4,267			(327	)	17,810
Operating expenses:
Sales and marketing	6,307		1,356					7,663
Product development and engineering	3,753		908					4,661
General and administrative	4,797		1,459					6,256
Amortization of intangible assets	1,461		—			989	(B)	2,450
Total operating expenses	16,318		3,723			989		21,030
Income (loss) from operations	(2,448	)	544			(1,316	)	(3,220	)
Other, net	969		(206	)		(212	)(C)	551
Income (loss) before provision for income taxes	(1,479	)	338			(1,528	)	(2,669	)
Provision for income taxes	1		3			—		4
Net income (loss)	(1,480	)	335			(1,528	)	(2,673	)
Basic net income (loss) per common share	(0.06	)						(0.11	)
Diluted net income (loss) per common share	(0.06	)						(0.11	)
Shares used in computing basic net income (loss) per share	23,430					521	(D)	23,951
Shares used in computing diluted net income (loss) per share	23,430					521	(D)	23,951

Pro-Forma Adjustments:

(A) Adjustment to reflect the estimated reduction to quarterly software maintenance revenue as a result of the revaluation of the acquired deferred revenue to fair value, as required under US GAAP purchase accounting rules.

(B) Adjustment to reflect the increase to quarterly amortization expense of specifically identifiable intangible assets arising in the acquisition. The expense amount consists of amortization of $366 relating to acquired technology and $623 relating to acquired customer related assets. The acquired technology has an estimated fair value of $4,390 as of the acquisition date and is being amortized over a useful life of three years. The acquired customer related assets have an estimated fair value of $12,462 as of the acquisition date and are being amortized over a useful life of five years.

(C) Adjustment to reflect a reduction in quarterly interest income as a result of the cash consideration issued by Bottomline ($16,950). The estimated impact on interest income assumes a 5% annual interest income rate.

(D) Adjustment to reflect the impact on shares outstanding, for purposes of computing earnings per share, of the 521 shares of common stock issued by Bottomline as purchase consideration.