Product and Business Acquisitions | 9 Months Ended |
Mar. 31, 2014 |
Business Combinations [Abstract] | ' |
Product and Business Acquisitions | ' |
Note 4—Product and Business Acquisitions |
2014 Acquisition Activity |
During the nine months ended March 31, 2014, we completed three business acquisitions, Rationalwave Analytics, Inc. (Rationalwave), SF2I SA (Sterci) and Simplex GTP Limited (Simplex) for aggregate purchase consideration of $131.3 million consisting of cash and common stock of $127.6 million and $3.7 million, respectively. Rationalwave is an early stage predictive analytics technology company. Sterci and Simplex are leading providers of financial messaging solutions utilizing the SWIFT global messaging network on behalf of more than 350 customers across 20 different countries. The Sterci and Simplex acquisitions, combined with our existing SWIFT financial messaging business, create a new global center of excellence in financial messaging, providing solutions for banks, financial institutions and corporations around the world. Details of each acquisition follow below. |
Rationalwave |
On January 29, 2014, we acquired Rationalwave for a cash payment of $1.2 million and 113,731 shares of our common stock which was valued at approximately $3.7 million as of the acquisition date. We also issued 92,151 shares of our common stock to key Rationalwave equity holders joining us as employees, with these shares subject to a four year vesting schedule. Accordingly, these awards are compensatory and we will recognize share based payment expense over the underlying stock vesting period. In the preliminary allocation of the purchase price, we recognized $3.8 million of goodwill which arose partially due to the recognition of certain deferred tax liabilities in purchase accounting and anticipated future benefits arising from the acquisition. The goodwill is not deductible for income tax purposes. Identifiable intangible technology assets of $1.5 million are being amortized over an estimated useful life of five years. We plan to leverage the Rationalwave technology and predictive capabilities to the technology solutions we offer to our customers and as such the goodwill was allocated to multiple operating segments. |
Sterci |
On August 20, 2013, we acquired Sterci, a Swiss corporation for a cash payment of 111.0 million Swiss Francs (approximately $121.0 million based on exchange rates in effect at the acquisition date). |
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During the quarter ended March 31, 2014 we revised our estimate of fair value and corrected the projection of revenue arising from certain acquired customer contracts. This change had the effect of lowering the value assigned to certain intangible assets, predominantly customer related intangible assets, and increasing the amount assigned to goodwill, after the impact to deferred income tax liabilities. The change had the effect of reducing our net loss for the quarter ended March 31, 2014 by $0.9 million, arising from a reduction in intangible asset amortization expense, net of tax. We concluded that the effect of the adjustment was immaterial to our financial statements for the quarter ending March 31, 2014 and immaterial to any prior interim period financial statements. Our financial statements for the nine months ended March 31, 2014 were not affected by the revision. |
At March 31, 2014, we were still finalizing some of our estimates of fair value for certain intangible assets acquired as well as certain of the actuarial measurements of Sterci’s defined benefit plan. Accordingly, the allocation of the purchase price that follows below is preliminary and is subject to change as we finalize our fair value analysis which we expect to complete during the year ended June 30, 2014. In the preliminary allocation of the purchase price set forth below, we recognized $49.6 million of goodwill which arose primarily due to the recognition of certain deferred tax and pension liabilities in purchase accounting, the assembled workforce of Sterci and synergies that we expect to receive from the expansion of our financial messaging solutions. The goodwill is not deductible for income tax purposes. |
Sterci sponsors a retirement plan for its Swiss-based employees that are governed by local regulatory requirements. This plan includes certain minimum benefit guarantees that, under US GAAP, require defined benefit plan accounting. Certain assumptions used to determine our pension liability include level 3 measurements. The net periodic pension cost under this plan was approximately $1.4 million for the nine months ended March 31, 2014. |
Sterci also owned a non-controlling interest in Simplex which had an acquisition date fair value of $5.6 million. |
Sterci’s operating results have been included in our operating results from the date of the acquisition forward as a component of the Hosted Solutions segment and all of the Sterci goodwill was allocated to this segment. Identifiable intangible assets aggregating $72.0 million are being amortized over a weighted average useful life of eleven years. The identifiable intangible assets include customer related assets, core technology and other intangible assets (trade names) and are being amortized over estimated weighted average useful lives of thirteen, eight and eleven years, respectively. |
For the nine months ended March 31, 2014, revenues attributable to the Sterci acquisition represented less than 10% of our consolidated revenues. For the nine months ended March 31, 2014, operations of Sterci generated a pre-tax loss of approximately $9.0 million, inclusive of $6.1 million in intangible asset amortization expense. |
Simplex |
On September 4, 2013, we acquired all of the remaining equity of Simplex, a UK-based corporation for a cash payment of £3.4 million (approximately $5.4 million based on exchange rates in effect at the acquisition date). |
The acquisition of Simplex was a business combination achieved in stages as we initially held, through our acquisition of Sterci, a non-controlling interest in Simplex prior to our acquiring control on September 4, 2013. The accounting purchase price for Simplex of $15.2 million includes the acquisition date fair value of our non-controlling interest in Simplex of $5.6 million, plus the cash consideration paid on September 4, 2013, for the controlling interest in Simplex of $5.4 million. The accounting purchase price also includes the settlement of a preexisting relationship, specifically amounts due from Simplex, of $4.2 million. In the preliminary purchase price allocation below, our prior non-controlling interest in Simplex was initially included in the purchase price allocation of Sterci at fair value and was then reallocated to the Simplex assets acquired and liabilities assumed upon obtaining control of Simplex. |
At March 31, 2014, we were still finalizing our estimates of fair value for certain liabilities assumed. Accordingly, the allocation of the purchase price that follows below is preliminary and subject to change as we finalize our fair value analysis which we expect to complete during the year ended June 30, 2014. In the preliminary allocation of the purchase price set forth below, we recognized $11.8 million of goodwill which is not deductible for income tax purposes. The goodwill arose primarily due to the recognition of certain deferred tax liabilities in purchase accounting, the assembled workforce of Simplex and synergies we expect to receive by leveraging Simplex with our existing financial messaging solutions. |
Simplex’s operating results have been included in our operating results from the date of the acquisition forward as a component of the Hosted Solutions segment and all of the goodwill was allocated to this segment. Identifiable intangible assets aggregating $4.5 million include customer related assets and other intangible assets and are being amortized over estimated useful lives of fifteen and four years, respectively. |
For the nine months ended March 31, 2014, revenues attributable to the Simplex acquisition represented approximately 2% of our consolidated revenues and Simplex was integrated into our existing business lines in a manner that makes tracking or reporting earnings specifically attributable to this acquisition impracticable. |
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Set forth below is the preliminary allocation of the purchase price for the Sterci and Simplex acquisitions as of March 31, 2014. |
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| | Sterci | | | Simplex | | | Elimination | | | Total | |
| | (in thousands) | |
Current assets | | $ | 24,401 | | | $ | 3,106 | | | $ | — | | | $ | 27,507 | |
Property and equipment | | | 3,344 | | | | 487 | | | | — | | | | 3,831 | |
Due from Simplex | | | 4,242 | | | | — | | | | (4,242 | ) | | | — | |
Customer related intangible assets | | | 48,732 | | | | 4,338 | | | | — | | | | 53,070 | |
Core technology | | | 17,172 | | | | — | | | | — | | | | 17,172 | |
Other intangible assets | | | 6,099 | | | | 191 | | | | — | | | | 6,290 | |
Investment in Simplex | | | 5,596 | | | | — | | | | (5,596 | ) | | | — | |
Goodwill | | | 49,600 | | | | 11,798 | | | | — | | | | 61,398 | |
Current liabilities | | | (12,035 | ) | | | (3,759 | ) | | | — | | | | (15,794 | ) |
Pension liability | | | (9,528 | ) | | | — | | | | — | | | | (9,528 | ) |
Other liabilities | | | (16,604 | ) | | | (958 | ) | | | — | | | | (17,562 | ) |
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Total purchase price | | $ | 121,019 | | | $ | 15,203 | | | $ | (9,838 | ) | | $ | 126,384 | |
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A reconciliation of cash paid to the accounting purchase price for these acquisitions as of March 31, 2014 is as follows. |
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| | Sterci | | | Simplex | | | Elimination | | | Total | |
| | (in thousands) | |
Cash paid | | $ | 121,019 | | | $ | 5,365 | | | $ | — | | | $ | 126,384 | |
Settlement of preexisting relationship | | | — | | | | 4,242 | | | | (4,242 | ) | | | — | |
Acquisition date fair value of the previously held equity interest | | | — | | | | 5,596 | | | | (5,596 | ) | | | — | |
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Total accounting purchase price | | $ | 121,019 | | | $ | 15,203 | | | $ | (9,838 | ) | | $ | 126,384 | |
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The valuation of acquired intangible assets for our acquisitions was estimated by performing projections of discounted cash flow, whereby revenues and costs associated with each intangible asset are forecasted to derive expected cash flow which is discounted to present value at discount rates commensurate with perceived risk. The valuation and projection process is inherently subjective and relies on significant unobservable inputs (Level 3 inputs). The valuation assumptions also take into consideration our estimates of contract renewal, technology attrition and revenue projections. |
Acquisition expenses of approximately $2.8 million were expensed during the nine months ended March 31, 2014, related to these acquisitions, principally as a component of general and administrative expense. |
Pro Forma Information |
The following unaudited pro forma financial information presents the combined results of operations of Bottomline and Sterci, which was considered a significant acquisition for the purposes of pro forma information disclosure, as if the acquisition had occurred on July 1, 2012. The pro forma financial information for all periods presented includes the accounting effects resulting from certain adjustments such as an increase in amortization expense as a result of acquired intangible assets, an increase in depreciation expense as a result of acquired property and equipment and a decrease in interest income as a result of the cash paid for the acquisition. This pro forma information does not necessarily reflect the results of operations that would have actually occurred had we and Sterci been a single entity during these periods. |
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| | Three Months Ended | | | Nine Months Ended | |
March 31, | March 31, |
| | 2014 | | | 2013 | | | 2014 | | | 2013 | |
| | (in thousands) | |
Revenues | | $ | 78,252 | | | $ | 71,782 | | | $ | 220,678 | | | $ | 212,448 | |
Net loss | | $ | (4,310 | ) | | $ | (6,714 | ) | | $ | (21,041 | ) | | $ | (22,585 | ) |
Net loss per basic and diluted share attributable to common stockholders | | $ | (0.12 | ) | | $ | (0.19 | ) | | $ | (0.57 | ) | | $ | (0.64 | ) |