Document_and_Entity_Informatio
Document and Entity Information | 9 Months Ended | |
Mar. 31, 2015 | Apr. 30, 2015 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | FALSE | |
Document Period End Date | 31-Mar-15 | |
Document Fiscal Year Focus | 2015 | |
Document Fiscal Period Focus | Q3 | |
Trading Symbol | EPAY | |
Entity Registrant Name | BOTTOMLINE TECHNOLOGIES INC /DE/ | |
Entity Central Index Key | 1073349 | |
Current Fiscal Year End Date | -24 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 40,925,277 |
Condensed_Consolidated_Balance
Condensed Consolidated Balance Sheets (USD $) | Mar. 31, 2015 | Jun. 30, 2014 |
In Thousands, unless otherwise specified | ||
Current assets: | ||
Cash and cash equivalents | $116,403 | $167,673 |
Marketable securities | 23,924 | 23,805 |
Accounts receivable net of allowances for doubtful accounts of $914 at March 31, 2015 and $862 at June 30, 2014 | 64,214 | 61,064 |
Deferred tax assets | 17,643 | 13,904 |
Prepaid expenses and other current assets | 13,845 | 14,334 |
Total current assets | 236,029 | 280,780 |
Property and equipment, net | 41,737 | 35,901 |
Goodwill | 209,572 | 208,991 |
Intangible assets, net | 190,129 | 163,504 |
Other assets | 11,300 | 11,167 |
Total assets | 688,767 | 700,343 |
Current liabilities: | ||
Accounts payable | 13,657 | 16,283 |
Accrued expenses | 24,165 | 25,542 |
Deferred revenue | 70,644 | 66,571 |
Total current liabilities | 108,466 | 108,396 |
Convertible senior notes | 156,945 | 148,795 |
Deferred revenue, non current | 16,750 | 15,997 |
Deferred income taxes | 31,629 | 23,537 |
Other liabilities | 15,145 | 16,192 |
Total liabilities | 328,935 | 312,917 |
Stockholders' equity | ||
Preferred Stock, $.001 par value: Authorized shares-4,000; issued and outstanding shares-none | ||
Common Stock, $.001 par value: Authorized shares-100,000; issued shares-40,057 at March 31, 2015 and 39,224 at June 30, 2014; outstanding shares-37,910 at March 31, 2015 and 37,477 at June 30, 2014 | 40 | 39 |
Additional paid-in-capital | 552,182 | 530,377 |
Accumulated other comprehensive income (loss) | -18,365 | 6,816 |
Treasury Stock: 2,147 shares at March 31, 2015 and 1,747 shares at June 30, 2014, at cost | -31,738 | -20,579 |
Accumulated deficit | -142,287 | -129,227 |
Total stockholders' equity | 359,832 | 387,426 |
Total liabilities and stockholders' equity | $688,767 | $700,343 |
Condensed_Consolidated_Balance1
Condensed Consolidated Balance Sheets (Parenthetical) (USD $) | Mar. 31, 2015 | Jun. 30, 2014 |
In Thousands, except Share data, unless otherwise specified | ||
Statement of Financial Position [Abstract] | ||
Accounts receivable, net of allowances for doubtful accounts and returns | $914 | $862 |
Preferred Stock, $.001 par value | $0.00 | $0.00 |
Authorized shares | 4,000,000 | 4,000,000 |
Issued shares | 0 | 0 |
Outstanding shares | 0 | 0 |
Common Stock, $.001 par value | $0.00 | $0.00 |
Authorized shares | 100,000,000 | 100,000,000 |
Issued shares | 40,057,000 | 39,224,000 |
Outstanding shares | 37,910,000 | 37,477,000 |
Treasury stock, shares | 2,147,000 | 1,747,000 |
Condensed_Consolidated_Stateme
Condensed Consolidated Statements of Comprehensive Income (Loss) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 | Mar. 31, 2015 | Mar. 31, 2014 |
Revenues: | ||||
Subscriptions and transactions | $42,926 | $35,095 | $126,662 | $101,489 |
Software licenses | 5,074 | 5,543 | 16,155 | 15,744 |
Service and maintenance | 32,124 | 35,873 | 97,264 | 96,564 |
Other | 1,827 | 1,741 | 5,438 | 5,109 |
Total revenues | 81,951 | 78,252 | 245,519 | 218,906 |
Cost of revenues: | ||||
Subscriptions and transactions | 19,582 | 17,866 | 58,699 | 49,964 |
Software licenses | 371 | 505 | 1,138 | 1,263 |
Service and maintenance | 13,675 | 13,942 | 39,647 | 40,434 |
Other | 1,285 | 1,278 | 3,855 | 3,789 |
Total cost of revenues | 34,913 | 33,591 | 103,339 | 95,450 |
Gross profit | 47,038 | 44,661 | 142,180 | 123,456 |
Operating expenses: | ||||
Sales and marketing | 20,248 | 19,433 | 58,995 | 53,699 |
Product development and engineering | 12,716 | 10,685 | 35,427 | 28,363 |
General and administrative | 8,882 | 8,718 | 25,962 | 25,328 |
Amortization of intangible assets | 8,002 | 4,784 | 22,186 | 18,663 |
Total operating expenses | 49,848 | 43,620 | 142,570 | 126,053 |
Income (loss) from operations | -2,810 | 1,041 | -390 | -2,597 |
Other expense, net | -4,600 | -3,573 | -11,834 | -11,004 |
Loss before income taxes | -7,410 | -2,532 | -12,224 | -13,601 |
Income tax provision | 420 | 1,778 | 836 | 4,022 |
Net loss | -7,830 | -4,310 | -13,060 | -17,623 |
Basic and diluted net loss per share: | ($0.21) | ($0.12) | ($0.35) | ($0.48) |
Shares used in computing basic and diluted net loss per share: | 37,762 | 37,081 | 37,723 | 36,654 |
Other comprehensive income (loss), net of tax: | ||||
Unrealized gain on available for sale securities | 20 | 6 | -1 | 21 |
Minimum pension liability adjustments | -12 | -75 | ||
Foreign currency translation adjustments | -3,138 | 1,445 | -25,105 | 15,190 |
Other comprehensive income (loss), net of tax: | -3,130 | 1,451 | -25,181 | 15,211 |
Comprehensive loss | ($10,960) | ($2,859) | ($38,241) | ($2,412) |
Condensed_Consolidated_Stateme1
Condensed Consolidated Statements of Cash Flows (USD $) | 9 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Operating activities: | ||
Net loss | ($13,060) | ($17,623) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Amortization of intangible assets | 22,186 | 18,663 |
Stock compensation expense | 19,563 | 16,792 |
Depreciation and amortization of property and equipment | 7,731 | 5,948 |
Deferred income tax benefit | -3,691 | -1,249 |
Provision for allowances on accounts receivable | 185 | 175 |
Excess tax benefits associated with stock compensation | -52 | -616 |
Amortization of debt issuance costs | 888 | 888 |
Amortization of debt discount | 8,150 | 7,592 |
Amortization of premium on investments | 313 | 280 |
Loss on disposal of equipment | 4 | 5 |
Loss on foreign exchange | 348 | 33 |
Changes in operating assets and liabilities: | ||
Accounts receivable | -893 | -6,164 |
Prepaid expenses and other current assets | 329 | -600 |
Other assets | 408 | -140 |
Accounts payable | -1,036 | -619 |
Accrued expenses | -1,114 | 1,475 |
Deferred revenue | 9,341 | 14,481 |
Other liabilities | 1,094 | 1,030 |
Net cash provided by operating activities | 50,694 | 40,351 |
Investing activities: | ||
Acquisition of businesses, net of cash acquired | -68,017 | -111,323 |
Purchases of held-to-maturity securities | -76 | -55 |
Proceeds from sales of held-to-maturity securities | 76 | 55 |
Purchase of available-for-sale securities | -10,543 | -22,215 |
Proceeds from sales of available-for-sale securities | 10,097 | 9,053 |
Purchases of property and equipment, net | -15,629 | -9,100 |
Proceeds from disposal of property and equipment | 91 | |
Net cash used in investing activities | -84,092 | -133,494 |
Financing activities: | ||
Repurchase of common stock | -12,612 | |
Proceeds from exercise of stock options and employee stock purchase plan | 3,696 | 4,866 |
Excess tax benefits associated with stock compensation | 52 | 616 |
Net cash (used in) provided by financing activities | -8,864 | 5,482 |
Effect of exchange rate changes on cash | -9,008 | 6,453 |
Decrease in cash and cash equivalents | -51,270 | -81,208 |
Cash and cash equivalents at beginning of period | 167,673 | 283,552 |
Cash and cash equivalents at end of period | $116,403 | $202,344 |
Basis_of_Presentation
Basis of Presentation | 9 Months Ended |
Mar. 31, 2015 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Note 1—Basis of Presentation |
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals and adjustments) considered necessary for a fair presentation of the interim financial information have been included. Operating results for the three and nine months ended March 31, 2015 are not necessarily indicative of the results that may be expected for any other interim period or for the fiscal year ending June 30, 2015. For further information, refer to the financial statements and footnotes included in the Annual Report on Form 10-K as filed with the Securities and Exchange Commission (SEC) on August 28, 2014. |
Recent_Accounting_Pronouncemen
Recent Accounting Pronouncements | 9 Months Ended |
Mar. 31, 2015 | |
Accounting Changes and Error Corrections [Abstract] | |
Recent Accounting Pronouncements | Note 2—Recent Accounting Pronouncements |
In June 2013, the Emerging Issues Task Force (EITF) reached final consensus on the presentation of an unrecognized tax benefit when a net operating loss carryforward or tax credit carryforward exists. This topic addressed the balance sheet presentation of a liability for an unrecognized tax benefit when settlement of the liability with the taxing authority would otherwise reduce a deferred tax asset for a net operating loss or tax credit carryforward under the provisions of the tax law. The EITF affirmed that an unrecognized tax benefit should be presented as a reduction of a deferred tax asset for a net operating loss or other tax credit carryforward when settlement in this manner is permissible under the tax law. This standard is applicable for annual periods beginning after December 31, 2013, and for interim periods within those annual periods. We adopted this standard prospectively effective July 1, 2014, resulting in a reduction of $2.3 million to non-current deferred tax assets and non-current other liabilities in our consolidated balance sheet. This did not have an impact on our consolidated statements of comprehensive income (loss) or cash flows. | |
In May 2014, the Financial Accounting Standards Board (FASB) issued an accounting standard update which provides for new revenue recognition guidance. The new standard supersedes nearly all existing revenue recognition guidance. The core principle of the new standard is to recognize revenue when promised goods or services are transferred to customers, in an amount that reflects the consideration to which the vendor expects to receive for those goods or services. The new standard is expected to require more judgment and estimates 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. This standard is currently effective for us on July 1, 2017 (the first quarter of our 2018 fiscal year) using one of two methods of adoption: (i) retrospective to each prior reporting period presented, with the option to elect certain practical expedients as defined within the standard; or (ii) retrospective with the cumulative effect of initially applying the standard recognized at the date of initial application inclusive of certain additional disclosures. In April 2015, the FASB issued a proposed one year deferral to the effective date of the new standard. If the proposed one year deferral is approved, the standard will become effective for us on July 1, 2018 (the first quarter of our 2019 fiscal year). We are currently evaluating the method of adoption and the impact of this standard on our consolidated financial statements. | |
In April 2015, the FASB issued an accounting standard update which requires that debt issuance costs be presented in the balance sheet as a direct reduction to the carrying value of the debt. This standard is effective for us on July 1, 2016 (the first quarter of our 2017 fiscal year) with early application permitted. Upon adoption of this standard, deferred debt issuance costs will be reclassified from non-current assets and shown as a reduction to the debt carrying value in our consolidated balance sheet. Deferred debt issuance costs were approximately $3.2 million at March 31, 2015. The adoption of this standard will have no impact on our consolidated statement of comprehensive income (loss) or cash flows. |
Fair_Value
Fair Value | 9 Months Ended | ||||||||||||||||||||||||||||||||
Mar. 31, 2015 | |||||||||||||||||||||||||||||||||
Fair Value Disclosures [Abstract] | |||||||||||||||||||||||||||||||||
Fair Value | Note 3—Fair Value | ||||||||||||||||||||||||||||||||
Fair Values of Assets and Liabilities | |||||||||||||||||||||||||||||||||
We measure fair value at the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. In determining fair value, the assumptions that market participants would use in pricing an asset or liability (the inputs) are based on a tiered fair value hierarchy consisting of three levels, as follows: | |||||||||||||||||||||||||||||||||
Level 1: Observable inputs such as quoted prices for identical assets or liabilities in active markets. | |||||||||||||||||||||||||||||||||
Level 2: Other inputs that are observable directly or indirectly, such as quoted prices for similar instruments in active markets or for similar markets that are not active. | |||||||||||||||||||||||||||||||||
Level 3: Unobservable inputs for which there is little or no market data and which require us to develop our own assumptions about how market participants would price the asset or liability. | |||||||||||||||||||||||||||||||||
Valuation techniques for assets and liabilities include methodologies such as the market approach, the income approach or the cost approach, and may use unobservable inputs such as projections, estimates and management’s interpretation of current market data. These unobservable inputs are only utilized to the extent that observable inputs are not available or cost-effective to obtain. | |||||||||||||||||||||||||||||||||
At March 31, 2015 and June 30, 2014, our assets and liabilities measured at fair value on a recurring basis were as follows: | |||||||||||||||||||||||||||||||||
March 31, 2015 | June 30, 2014 | ||||||||||||||||||||||||||||||||
(in thousands) | Fair Value | Total | Fair Value | Total | |||||||||||||||||||||||||||||
Measurements | Measurements | ||||||||||||||||||||||||||||||||
Using Input Types | Using Input Types | ||||||||||||||||||||||||||||||||
Level 1 | Level 2 | Level 3 | Level 1 | Level 2 | Level 3 | ||||||||||||||||||||||||||||
Money market funds (cash and cash equivalents) | $ | 51,699 | $ | — | $ | — | $ | 51,699 | $ | 71,252 | $ | — | $ | — | $ | 71,252 | |||||||||||||||||
Available for sale securities | |||||||||||||||||||||||||||||||||
Debt | |||||||||||||||||||||||||||||||||
US Corporate | 11,194 | — | — | 11,194 | 13,119 | — | — | 13,119 | |||||||||||||||||||||||||
Residential mortgage-backed | 7,547 | — | — | 7,547 | 5,537 | — | — | 5,537 | |||||||||||||||||||||||||
Government—US | 5,118 | — | — | 5,118 | 5,069 | — | — | 5,069 | |||||||||||||||||||||||||
Total available for sale securities | $ | 23,859 | $ | — | $ | — | $ | 23,859 | $ | 23,725 | $ | — | $ | — | $ | 23,725 | |||||||||||||||||
Fair Value of Financial Instruments | |||||||||||||||||||||||||||||||||
We have certain financial instruments which consist of cash and cash equivalents, marketable securities, accounts receivable, accounts payable and the convertible senior notes (the Notes) more fully described in Note 10. Fair value information for each of these instruments is as follows: | |||||||||||||||||||||||||||||||||
• | Cash and cash equivalents, accounts receivable and accounts payable fair value approximates their carrying values, due to the short-term nature of these instruments. | ||||||||||||||||||||||||||||||||
• | Marketable securities classified as held to maturity are recorded at amortized cost, which at March 31, 2015 and June 30, 2014, approximated fair value. | ||||||||||||||||||||||||||||||||
• | Marketable securities classified as available for sale are recorded at fair value. Unrealized gains and losses are included as a component of other accumulated comprehensive income/(loss) in shareholders’ equity, net of tax. We use the specific identification method to determine any realized gains or losses from the sale of our marketable securities classified as available for sale. | ||||||||||||||||||||||||||||||||
• | The Notes were recorded at $133.3 million upon issuance, which reflected their principal value less the fair value of the embedded conversion option (Conversion Feature). The carrying value of the Notes, $156.9 million at March 31, 2015, will be accreted, over the remaining term to maturity, to their principal value of $189.8 million. The fair value of the Notes (inclusive of the Conversion Feature) was approximately $210.4 million as of March 31, 2015. We estimated the fair value of the Notes by reference to quoted market prices; however the Notes have only a limited trading volume and as such this fair value estimate is not necessarily the value at which the Notes could be retired or transferred. | ||||||||||||||||||||||||||||||||
Marketable Securities | |||||||||||||||||||||||||||||||||
The table below presents information regarding our marketable securities by major security type as of March 31, 2015 and June 30, 2014. | |||||||||||||||||||||||||||||||||
March 31, 2015 | June 30, 2014 | ||||||||||||||||||||||||||||||||
Held to | Available | Total | Held to | Available | Total | ||||||||||||||||||||||||||||
Maturity | for Sale | Maturity | for Sale | ||||||||||||||||||||||||||||||
(in thousands) | |||||||||||||||||||||||||||||||||
Marketable securities: | |||||||||||||||||||||||||||||||||
Corporate and other debt securities | 65 | 23,859 | 23,924 | 80 | 23,725 | 23,805 | |||||||||||||||||||||||||||
Total marketable securities | $ | 65 | $ | 23,859 | $ | 23,924 | $ | 80 | $ | 23,725 | $ | 23,805 | |||||||||||||||||||||
The following table summarizes the estimated fair value of our investments in available for sale marketable securities classified by the contractual maturity date of the securities: | |||||||||||||||||||||||||||||||||
As of | |||||||||||||||||||||||||||||||||
March 31, | |||||||||||||||||||||||||||||||||
2015 | |||||||||||||||||||||||||||||||||
(in thousands) | |||||||||||||||||||||||||||||||||
Due within 1 year | $ | 12,727 | |||||||||||||||||||||||||||||||
Due in 1 year through 5 years | $ | 11,132 | |||||||||||||||||||||||||||||||
Total | $ | 23,859 | |||||||||||||||||||||||||||||||
All of our available for sale marketable securities are included in current assets as we do not have the positive intent to hold these investments until maturity. | |||||||||||||||||||||||||||||||||
The following table presents the aggregate fair values and gross unrealized losses for those available for sale investments that were in an unrealized loss position as of March 31, 2015, aggregated by investment category and the length of time that individual securities have been in a continuous loss position: | |||||||||||||||||||||||||||||||||
As of March 31, 2015 | |||||||||||||||||||||||||||||||||
Less than 12 Months | |||||||||||||||||||||||||||||||||
Fair Value | Unrealized Loss | ||||||||||||||||||||||||||||||||
(in thousands) | |||||||||||||||||||||||||||||||||
U.S. Corporate | $ | 4,248 | $ | 2 | |||||||||||||||||||||||||||||
Residential mortgage-backed | $ | 3,575 | $ | 2 | |||||||||||||||||||||||||||||
Total | $ | 7,823 | $ | 4 | |||||||||||||||||||||||||||||
Product_and_Business_Acquisiti
Product and Business Acquisitions | 9 Months Ended | ||||
Mar. 31, 2015 | |||||
Business Combinations [Abstract] | |||||
Product and Business Acquisitions | Note 4—Product and Business Acquisitions | ||||
Fiscal 2015 Acquisitions | |||||
Intellinx | |||||
On January 12, 2015, we acquired all of the outstanding share capital of Intellinx Ltd. (Intellinx), an Israeli corporation. Intellinx is a provider of comprehensive cyber fraud and risk management solutions. As purchase consideration we paid approximately $66.7 million in cash ($6.8 million of which will be held in escrow as a source for the satisfaction of indemnification obligations owed to us) and 774,000 shares of our common stock. The common stock component of the purchase consideration was issued to certain former equity holders of Intellinx who became employees of Bottomline upon the closing of the acquisition. The common stock is subject to a vesting schedule tied to continued employment; as such we will record share based payment expense over the underlying stock vesting period which ranges from four to five years. Absent indemnification claims, the portion of the cash purchase consideration held in escrow will be reduced by 50% nine months from the acquisition date, with any remaining escrow balance released to the selling stockholders of Intellinx fifteen months from the acquisition date. | |||||
In the preliminary allocation of the purchase price we recognized $12.9 million of goodwill which is not deductible for income tax purposes. The goodwill arose principally due to the recognition of certain deferred tax liabilities in purchase accounting and the assembled workforce of Intellinx. The Intellinx goodwill was allocated to our Payments and Transactional Documents operating segment. Identifiable intangible assets of $55.9 million are being amortized over a weighted average useful life of twelve years. The intangible assets consisting of core technology, customer related assets and other intangible assets are being amortized over weighted average lives of thirteen years, thirteen years and five years, respectively. | |||||
At March 31, 2015 we were still finalizing our estimates of fair value for certain tangible and intangible assets acquired and liabilities assumed in the Intellinx acquisition. Accordingly, the purchase price allocation that follows is preliminary and subject to change as we finalize our fair value estimates. The preliminary allocation of the Intellinx acquisition purchase price as of March 31, 2015 is as follows: | |||||
(in thousands) | |||||
Current assets | $ | 9,971 | |||
Property and equipment | 299 | ||||
Other assets | 2,403 | ||||
Customer related intangible assets | 2,285 | ||||
Core technology | 52,711 | ||||
Other intangible assets | 937 | ||||
Goodwill | 12,899 | ||||
Current liabilities | (4,208 | ) | |||
Other liabilities | (10,647 | ) | |||
Total purchase price | $ | 66,650 | |||
For the nine months ended March 31, 2015, revenues attributable to the Intellinx acquisition represented less than 1% of our consolidated revenues. Intellinx’ pre-tax loss for the quarter ended March 31, 2015 was approximately $3.1 million. The pre-tax loss included $1.0 million of intangible asset amortization and $0.8 million of stock compensation expense. | |||||
Arian | |||||
On November 21, 2014, we acquired UK-based Arian Software Limited (Arian) for a cash payment of £2.3 million (approximately $3.5 million based on exchange rates in effect at the acquisition date) and 60,000 shares of our common stock. The common stock component of the purchase consideration was issued to certain equity holders of Arian who are now Bottomline employees. The common stock is subject to a vesting schedule tied to continued employment; as such we will record share-based payment expense over the underlying stock vesting period of four years. Arian, a long-term partner, provides technology used in our financial messaging business. In the allocation of the purchase price we recognized $2.4 million of goodwill which is not deductible for income tax purposes. The goodwill arose principally due to anticipated future benefits arising from the acquisition. Identifiable intangible assets of $1.5 million, consisting of acquired technology and certain customer related intangible assets are being amortized over estimated useful lives of twelve years and nine years, respectively. Arian’s operating results have been included in the results of the Hosted Solutions segment from the date of the acquisition forward and did not have a material impact on our revenue or earnings through the nine months ended March 31, 2015. | |||||
Litco | |||||
On July 9, 2014, we acquired substantially all of the assets and assumed certain liabilities of Litco Systems Inc. (Litco) for $0.7 million in cash. Litco is a long-time reseller and integration partner of document automation products, principally in the Canadian marketplace. Customer related intangible assets are being amortized over an estimated useful life of six years. Litco’s operating results have been included in the results of the Payments and Transactional Documents segment from the date of the acquisition forward and did not have a material impact on our revenue or earnings. | |||||
Acquisition expenses of approximately $1.8 million were expensed during the nine months ended March 31, 2015 related to the Intellinx, Arian and Litco acquisitions, principally as a component of general and administrative expense. | |||||
Fiscal 2014 Acquisitions | |||||
Andera | |||||
On April 3, 2014, we acquired Andera, Inc. (Andera) for purchase consideration of $42.8 million in cash. We also issued 102,158 shares of our common stock to certain equity holders of Andera. These shares have vesting conditions tied to continuing employment, and, as such, the shares are compensatory and we will recognize share based payment expense over the underlying vesting period. The accounting purchase price also includes $0.2 million related to unvested Andera stock options that we assumed in the acquisition. This amount reflects the fair value of the underlying awards that relate to pre-acquisition service periods. | |||||
The allocation of the Andera acquisition purchase price as of March 31, 2015 is as follows: | |||||
(in thousands) | |||||
Current assets | $ | 2,150 | |||
Property and equipment | 1,226 | ||||
Customer related intangible assets | 13,749 | ||||
Core technology | 7,429 | ||||
Other intangible assets | 623 | ||||
Goodwill | 25,941 | ||||
Current liabilities | (4,565 | ) | |||
Other liabilities | (3,573 | ) | |||
Total purchase price | $ | 42,980 | |||
In addition, during fiscal 2014, we completed several other business acquisitions. Please refer to our disclosures included in the Annual Report on Form 10-K as filed with the SEC on August 28, 2014. | |||||
The valuation of acquired intangible assets for our acquisitions was estimated by performing projections of discounted cash flow, whereby estimated revenues and costs associated with each intangible asset are used 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. |
Net_Loss_Per_Share
Net Loss Per Share | 9 Months Ended | ||||||||||||||||
Mar. 31, 2015 | |||||||||||||||||
Earnings Per Share [Abstract] | |||||||||||||||||
Net Loss Per Share | Note 5—Net Loss Per Share | ||||||||||||||||
The following table sets forth the computation of basic and diluted net loss per share: | |||||||||||||||||
Three Months Ended | Nine months Ended | ||||||||||||||||
March 31, | March 31, | ||||||||||||||||
2015 | 2014 | 2015 | 2014 | ||||||||||||||
(in thousands) | |||||||||||||||||
Numerator: | |||||||||||||||||
Net loss | $ | (7,830 | ) | $ | (4,310 | ) | $ | (13,060 | ) | $ | (17,623 | ) | |||||
Denominator: | |||||||||||||||||
Shares used in computing basic and diluted net loss per share | 37,762 | 37,081 | 37,723 | 36,654 | |||||||||||||
Basic and diluted net loss per share | $ | (0.21 | ) | $ | (0.12 | ) | $ | (0.35 | ) | $ | (0.48 | ) | |||||
For the three and nine months ended March 31, 2015, 3.3 million and 2.8 million stock options and shares of restricted stock, respectively, were excluded from the calculation of diluted earnings per share as their effect would have been anti-dilutive. | |||||||||||||||||
For the three and nine months ended March 31, 2014, 2.4 million and 2.7 million stock options and shares of restricted stock, respectively, were excluded from the calculation of diluted earnings per share as their effect would have been anti-dilutive. | |||||||||||||||||
As more fully discussed in Note 10, in December 2012 we issued the Notes maturing in December 2017. We intend, upon conversion or maturity of the Notes, to satisfy any conversion premium by issuing shares of our common stock. We have also issued warrants for up to 6.3 million shares of our common stock at an exercise price of $40.04 per share. For the quarter ended March 31, 2015, shares potentially issuable upon conversion or maturity of the Notes or upon exercise of the warrants were excluded from our earnings per share calculations as their effect would have been anti-dilutive. |
Operations_by_Segments_and_Geo
Operations by Segments and Geographic Areas | 9 Months Ended | ||||||||||||||||
Mar. 31, 2015 | |||||||||||||||||
Text Block [Abstract] | |||||||||||||||||
Operations by Segments and Geographic Areas | Note 6—Operations by Segments and Geographic Areas | ||||||||||||||||
Segment Information | |||||||||||||||||
Operating segments are the components of our business for which separate financial information is available that is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing performance. Our chief operating decision maker is our chief executive officer. Our operating segments are organized principally by the type of product or service offered and by geography. | |||||||||||||||||
In recent years, we changed the internal reporting classification of certain operating lines and the allocation of expenses between those operating lines. To ensure a consistent presentation, these changes are reflected for all periods presented. | |||||||||||||||||
Similar operating segments have been aggregated into three reportable segments as follows: | |||||||||||||||||
Payments and Transactional Documents. Our Payments and Transactional Documents segment is a supplier of software products that provide a range of financial business process management solutions including making and collecting payments, sending and receiving invoices, and generating and storing business documents. This segment also incorporates our healthcare products and our payments automation software for direct debit and receivables management and provides a range of standard professional services and equipment and supplies that complement and enhance our core software products. Revenue associated with the aforementioned products and services is typically recorded upon delivery. This segment also incorporates our check printing solutions in Europe as well as certain other solutions that are licensed on a subscription basis, revenue for which is typically recorded on a subscription or transaction basis or ratably over the expected life of the customer relationship. This segment also includes the operations of Intellinx, which we acquired in January 2015. | |||||||||||||||||
Hosted Solutions. Our Hosted Solutions segment provides customers predominately with SaaS technology offerings that facilitate electronic payment, electronic invoicing, and spend management. 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 included within this segment. This segment also incorporates our global financial messaging and Paymode-X solutions. Revenue within this segment is generally recognized on a subscription or transaction basis or ratably over the estimated life of the customer relationship. | |||||||||||||||||
Digital Banking. Our Digital Banking segment provides solutions that are specifically designed for banking and financial institution customers. Our cloud-based commercial banking products, including our online account opening solutions that we acquired in fiscal year 2014 through our acquisition of Andera, are focused predominantly on medium-sized and small banks and financial institutions, and revenue for these products is typically recognized on a subscription or transaction basis or ratably over the estimated life of the customer relationship. Our customized banking solutions typically involve longer implementation periods and a significant level of professional services. Due to the customized nature of these products, revenue is generally recognized over the period of project performance on a percentage of completion basis. Periodically, we license these solutions on a subscription basis which has the effect of contributing to recurring revenue and the revenue predictability of future periods, but which also delays revenue recognition over a period that is longer than the period of project performance. | |||||||||||||||||
Periodically a sales person in one operating segment will sell products and services that are typically sold within a different operating segment. In such cases, the transaction is generally recorded by the operating segment to which the sales person is assigned. Accordingly, segment results can include the results of transactions that have been allocated to a specific segment based on the contributing sales resources, rather than the nature of the product or service. Conversely, a transaction can be recorded by the operating segment primarily responsible for delivery to the customer, even if the sales person is assigned to a different operating segment. | |||||||||||||||||
Our chief operating decision maker assesses segment performance based on a variety of factors that normally include segment revenue and a segment measure of profit or loss. Each segment’s measure of profit or loss is on a pre-tax basis and excludes stock compensation expense, acquisition and integration related expenses (including acquisition related contingent consideration), amortization of intangible assets, impairment losses on equity investments, restructuring related charges, non-cash pension expenses, certain non-cash items related to our convertible notes and other gains and losses that arise from time to time that are excluded from how we measure our core operations. There are no inter-segment sales; accordingly, the measure of segment revenue and profit or loss reflects only revenues from external customers. The costs of certain corporate level expenses, primarily general and administrative expenses, are allocated to our operating segments based on a percentage of the segment’s revenues. | |||||||||||||||||
We do not track or assign our assets by operating segment. | |||||||||||||||||
Segment information for the three and nine months ended March 31, 2015 and 2014 according to the segment descriptions above, is as follows: | |||||||||||||||||
Three Months Ended | Nine Months Ended | ||||||||||||||||
March 31, | March 31, | ||||||||||||||||
2015 | 2014 | 2015 | 2014 | ||||||||||||||
(in thousands) | |||||||||||||||||
Segment revenue: | |||||||||||||||||
Payments and Transactional Documents | $ | 31,154 | $ | 31,643 | $ | 94,607 | $ | 93,612 | |||||||||
Hosted Solutions | 30,384 | 30,702 | 93,411 | 76,160 | |||||||||||||
Digital Banking | 20,413 | 15,907 | 57,501 | 49,134 | |||||||||||||
$ | 81,951 | $ | 78,252 | $ | 245,519 | $ | 218,906 | ||||||||||
Segment measure of profit: | |||||||||||||||||
Payments and Transactional Documents | $ | 6,819 | $ | 9,666 | $ | 25,788 | $ | 28,681 | |||||||||
Hosted Solutions | 2,852 | 3,456 | 11,228 | 4,536 | |||||||||||||
Digital Banking | 4,741 | 1,092 | 8,429 | 4,770 | |||||||||||||
Total measure of segment profit | $ | 14,412 | $ | 14,214 | $ | 45,445 | $ | 37,987 | |||||||||
A reconciliation of the measure of segment profit to GAAP loss before income taxes is as follows: | |||||||||||||||||
Three Months Ended | Nine months Ended | ||||||||||||||||
March 31, | March 31, | ||||||||||||||||
2015 | 2014 | 2015 | 2014 | ||||||||||||||
(in thousands) | |||||||||||||||||
Total measure of segment profit | $ | 14,412 | $ | 14,214 | $ | 45,445 | $ | 37,987 | |||||||||
Less: | |||||||||||||||||
Amortization of intangible assets | (8,002 | ) | (4,784 | ) | (22,186 | ) | (18,663 | ) | |||||||||
Stock-based compensation expense | (7,134 | ) | (6,225 | ) | (19,563 | ) | (16,792 | ) | |||||||||
Acquisition and integration related expenses | (846 | ) | (1,062 | ) | (2,553 | ) | (3,831 | ) | |||||||||
Restructuring expenses | (1,074 | ) | (1,015 | ) | (1,346 | ) | (1,060 | ) | |||||||||
Non cash pension expense | (21 | ) | (87 | ) | (42 | ) | (238 | ) | |||||||||
Other non-core expense | (145 | ) | — | (145 | ) | — | |||||||||||
Other expense, net | (4,600 | ) | (3,573 | ) | (11,834 | ) | (11,004 | ) | |||||||||
Loss before income taxes | $ | (7,410 | ) | $ | (2,532 | ) | $ | (12,224 | ) | $ | (13,601 | ) | |||||
The following depreciation expense amounts are included in the segment measure of profit: | |||||||||||||||||
Three Months Ended | Nine months Ended | ||||||||||||||||
March 31, | March 31, | ||||||||||||||||
2015 | 2014 | 2015 | 2014 | ||||||||||||||
(in thousands) | |||||||||||||||||
Depreciation expense: | |||||||||||||||||
Payments and Transactional Documents | $ | 740 | $ | 527 | $ | 1,988 | $ | 1,645 | |||||||||
Hosted Solutions | 1,304 | 1,007 | 3,790 | 2,838 | |||||||||||||
Digital Banking Solutions | 670 | 476 | 1,953 | 1,465 | |||||||||||||
Total depreciation expense | $ | 2,714 | $ | 2,010 | $ | 7,731 | $ | 5,948 | |||||||||
Geographic Information | |||||||||||||||||
We have presented geographic information about our revenues below. This presentation allocates revenue based on the point of sale, not the location of the customer. Accordingly, we derive revenues from geographic locations based on the location of the customer that would vary from the geographic areas listed here; particularly in respect of financial institution customers located in Australia and Canada for which the point of sale was the United States. | |||||||||||||||||
Three Months Ended | Nine months Ended | ||||||||||||||||
March 31, | March 31, | ||||||||||||||||
2015 | 2014 | 2015 | 2014 | ||||||||||||||
(in thousands) | |||||||||||||||||
Revenues from unaffiliated customers: | |||||||||||||||||
United States | $ | 48,465 | $ | 41,246 | $ | 142,820 | $ | 126,197 | |||||||||
United Kingdom | 22,688 | 24,977 | 71,344 | 71,463 | |||||||||||||
Continental Europe | 9,189 | 11,266 | 27,775 | 18,971 | |||||||||||||
Asia-Pacific and Middle East | 1,609 | 763 | 3,580 | 2,275 | |||||||||||||
Total revenues from unaffiliated customers | $ | 81,951 | $ | 78,252 | $ | 245,519 | $ | 218,906 | |||||||||
Long-lived assets, excluding deferred tax assets and intangible assets, which are based on geographical location, were as follows: | |||||||||||||||||
As of March 31, | As of June 30, | ||||||||||||||||
2015 | 2014 | ||||||||||||||||
(in thousands) | |||||||||||||||||
Long-lived assets | |||||||||||||||||
United States | $ | 41,894 | $ | 36,856 | |||||||||||||
United Kingdom | 6,608 | 6,611 | |||||||||||||||
Continental Europe | 2,361 | 3,224 | |||||||||||||||
Asia-Pacific and Middle East | 1,971 | 157 | |||||||||||||||
Total long-lived assets | $ | 52,834 | $ | 46,848 | |||||||||||||
Income_Taxes
Income Taxes | 9 Months Ended |
Mar. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 7—Income Taxes |
The income tax expense we record in any interim period is based on our estimated effective tax rate for the fiscal year. The calculation of our estimated effective tax rate requires an estimate of pre-tax income by tax jurisdiction, as well as total tax expense for the fiscal year. Accordingly, this tax rate is subject to adjustment if, in subsequent interim periods, there are changes to our initial estimates of total tax expense or pre-tax income, including income by jurisdiction. | |
We recorded income tax expense of $0.4 million and $1.8 million for the three months ended March 31, 2015 and 2014, respectively. The income tax expense for the quarter ended March 31, 2015 was principally due to tax expense associated with our US and UK operations, which was offset in part by a tax benefit associated with our Swiss, Australian and Israeli operations. The tax expense recorded for the quarter ended March 31, 2014 was principally due to tax expense associated with our UK, Swiss and Australian operations. | |
We recorded income tax expense of $0.8 million and $4.0 million for the nine months ended March 31, 2015 and 2014, respectively. The tax expense recorded for the nine months ended March 31, 2015 was principally due to tax expense associated with our US and UK operations, which was offset in part by a tax benefit associated with our Swiss, Australian and Israeli operations. The tax expense also included a tax benefit of $0.3 million resulting from the enactment in December 2014 of the Tax Increase Prevention Act of 2014, which retroactively extended the US research and development credit for one year beginning January 1, 2014. The tax expense recorded for the nine months ended March 31, 2014 was principally due to tax expense associated with our US, UK and Australian operations, which was offset in part by a tax benefit associated with our Swiss operations. | |
The excess of our effective tax rate over statutory rates is due to our inability to utilize UK foreign tax credits in the determination of US taxable income. This has the effect of taxing certain income twice, once in the UK and again in the US, which results in a higher overall effective tax rate (or a decrease in our overall US tax benefit). | |
We currently anticipate that our unrecognized tax benefits will decrease within the next twelve months by approximately $0.2 million as a result of the expiration of certain statutes of limitations associated with intercompany transactions subject to tax in multiple jurisdictions. | |
We record a deferred tax asset if we believe it is more likely than not that we will recover that asset against future taxable income. In making this determination we consider historical and projected financial results, the planned reversal of existing deferred tax liabilities that provide a source of future taxable income and the availability of tax planning strategies. | |
The Notes we issued in December 2012 give rise to a significant expense burden for interest expense, in particular non-cash interest expense, as the debt is accreted to the principal amount due on maturity. In making our assessment of deferred tax asset recoverability, we consider our projected future financial results, the planned reversal of existing deferred tax liabilities and the impact of a specific tax planning action that we implemented in fiscal year 2014 that we believe will provide a significant future source of US taxable income. Based on this analysis we believe that it is more likely than not that our deferred tax assets will be recovered. However, if we are unable to generate future US taxable income sufficient to overcome the expense burden of the Notes, all or a portion of our US deferred tax assets might become impaired which would give rise to the recognition of significant deferred tax expense in the period in which that determination was made. |
Goodwill_and_Other_Intangible_
Goodwill and Other Intangible Assets | 9 Months Ended | ||||||||||||||||
Mar. 31, 2015 | |||||||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | |||||||||||||||||
Goodwill and Other Intangible Assets | Note 8—Goodwill and Other Intangible Assets | ||||||||||||||||
The following tables set forth the information for intangible assets subject to amortization and for intangible assets not subject to amortization. | |||||||||||||||||
As of March 31, 2015 | |||||||||||||||||
Gross Carrying Amount | Accumulated | Net Carrying Value | Weighted Average | ||||||||||||||
Amortization | Remaining Life | ||||||||||||||||
(in thousands) | (in years) | ||||||||||||||||
Amortized intangible assets: | |||||||||||||||||
Customer related | $ | 196,130 | $ | (94,914 | ) | $ | 101,216 | 10.6 | |||||||||
Core technology | 129,610 | (51,072 | ) | 78,538 | 10.3 | ||||||||||||
Other intangible assets | 20,538 | (10,163 | ) | 10,375 | 6.5 | ||||||||||||
Total | $ | 346,278 | $ | (156,149 | ) | $ | 190,129 | ||||||||||
Unamortized intangible assets: | |||||||||||||||||
Goodwill | 209,572 | ||||||||||||||||
Total intangible assets | $ | 399,701 | |||||||||||||||
As of June 30, 2014 | |||||||||||||||||
Gross Carrying Amount | Accumulated | Net Carrying Value | Weighted Average | ||||||||||||||
Amortization | Remaining Life | ||||||||||||||||
(in thousands) | (in years) | ||||||||||||||||
Amortized intangible assets: | |||||||||||||||||
Customer related | $ | 206,294 | $ | (88,184 | ) | $ | 118,110 | 11.8 | |||||||||
Core technology | 78,991 | (45,552 | ) | 33,439 | 6.8 | ||||||||||||
Other intangible assets | 20,220 | (8,265 | ) | 11,955 | 7.2 | ||||||||||||
Total | $ | 305,505 | $ | (142,001 | ) | $ | 163,504 | ||||||||||
Unamortized intangible assets: | |||||||||||||||||
Goodwill | 208,991 | ||||||||||||||||
Total intangible assets | $ | 372,495 | |||||||||||||||
Estimated amortization expense for fiscal year 2015 and subsequent fiscal years is as follows: | |||||||||||||||||
(in thousands) | |||||||||||||||||
2015 | $ | 30,264 | |||||||||||||||
2016 | 28,652 | ||||||||||||||||
2017 | 24,141 | ||||||||||||||||
2018 | 20,154 | ||||||||||||||||
2019 | 18,464 | ||||||||||||||||
2020 and thereafter | 90,135 | ||||||||||||||||
The following table represents a rollforward of our goodwill balances, by reportable segment, as follows: | |||||||||||||||||
Payments and | Hosted | Digital | |||||||||||||||
Transactional | Solutions | Banking | |||||||||||||||
Documents | |||||||||||||||||
(in thousands) | |||||||||||||||||
Balance at June 30, 2014 | $ | 70,532 | $ | 102,612 | $ | 35,847 | |||||||||||
Goodwill acquired during the period | 12,899 | 2,363 | — | ||||||||||||||
Purchase accounting and other adjustments | — | (744 | ) | 33 | |||||||||||||
Impact of foreign currency translation | (3,584 | ) | (10,386 | ) | — | ||||||||||||
Balance at March 31, 2015 | $ | 79,847 | $ | 93,845 | $ | 35,880 |
Contingencies
Contingencies | 9 Months Ended |
Mar. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Contingencies | Note 9—Contingencies |
We are, from time to time, a party to legal proceedings and claims that arise out of the ordinary course of our business. We do not believe that there are claims or proceedings pending against us for which the ultimate resolution would have a material effect on, or require disclosure in, our financial statements. |
Convertible_Senior_Notes
Convertible Senior Notes | 9 Months Ended | ||||||||||||||||
Mar. 31, 2015 | |||||||||||||||||
Debt Disclosure [Abstract] | |||||||||||||||||
Convertible Senior Notes | Note 10—Convertible Senior Notes | ||||||||||||||||
On December 12, 2012, we issued $189.8 million aggregate principal amount of our 1.50% Convertible Senior Notes maturing on December 1, 2017 (the Notes). Cash interest at a rate of 1.50% per year is payable semi-annually on June 1 and December 1 of each year. | |||||||||||||||||
The Notes were issued under an indenture dated December 12, 2012, (the “Base Indenture”) by and between us and The Bank of New York Mellon Trust Company, N.A., as Trustee and a First Supplemental Indenture dated December 12, 2012, (the “First Supplemental Indenture”) by and between us and the Trustee (the Base Indenture and the First Supplemental Indenture are collectively referred to as the “Indenture”). There are no financial or operating covenants relating to the Notes. | |||||||||||||||||
The Notes are senior unsecured obligations of ours and rank senior in right of payment to any future unsecured indebtedness that is expressly subordinated in right of payment to the Notes, and equal in right of payment to any of our existing and future unsecured indebtedness that is not subordinated. The Notes are effectively junior in right of payment to any of our secured indebtedness (to the extent of the value of assets securing such indebtedness) and structurally junior to all existing and future indebtedness and other liabilities, including trade payables, of our subsidiaries. Prior to this offering, neither we nor our subsidiaries had any outstanding indebtedness for borrowed money. The Indenture does not limit the amount of debt that we or our subsidiaries may incur. The Notes are not guaranteed by us or any of our subsidiaries. | |||||||||||||||||
Holders may convert their Notes at their option, prior to the close of business on the business day immediately preceding June 1, 2017, in multiples of $1,000 principal amount, only under the following circumstances: | |||||||||||||||||
• | during any calendar quarter commencing after the calendar quarter ending on March 31, 2013, (and only during such calendar quarter), if the last reported sale price of our common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day; | ||||||||||||||||
• | during the five business day period after any five consecutive trading day period (the “measurement period”) in which the trading price per $1,000 principal amount of the convertible notes for each trading day of the measurement period was less than 98% of the product of the last reported sales price of our common stock and the conversion rate on each trading day; or | ||||||||||||||||
• | upon the occurrence of specified corporate events, including a merger or a sale of all or substantially all of our assets. | ||||||||||||||||
On or after June 1, 2017, until the close of business on the second scheduled trading day immediately preceding the maturity date of December 1, 2017, holders may convert their Notes, in multiples of $1,000 principal amount, at the option of the holder regardless of the foregoing circumstances. | |||||||||||||||||
The conversion rate for the Notes is initially 33.3042 shares per $1,000 principal amount of Notes (equivalent to an initial conversion price of approximately $30.03 per share of our common stock). The conversion rate is subject to customary adjustment for certain events as described in the Indenture. The principal balance of the Notes is always required to be settled in cash. However, we are 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. | |||||||||||||||||
We may not redeem the Notes prior to their maturity date. If we undergo a fundamental change, (as described in the Indenture), subject to certain conditions, holders may require us to repurchase for cash all or part of their Notes in principal amounts of $1,000 or an integral multiple thereof. The fundamental change repurchase price will be equal to 100% of the principal amount of the Notes to be repurchased, plus accrued and unpaid interest to, but excluding, the fundamental change repurchase date. | |||||||||||||||||
The Indenture contains customary events of default with respect to the Notes and provides that upon certain events of default occurring and continuing the Trustee may, and the Trustee at the request of such holders of at least 25% in principal amount of the convertible notes shall, declare 100% of the principal of and accrued and unpaid interest, if any, on the Notes to be due and payable. In case of certain events of bankruptcy, insolvency or reorganization, involving us or a significant subsidiary, 100% of the principal of and accrued and unpaid interest on the Notes will automatically become due and payable. Upon such a declaration of acceleration, such principal and accrued and unpaid interest, if any, will be due and payable immediately. | |||||||||||||||||
Under limited circumstances, we may be required to pay contingent interest on the Notes as a result of failure to comply with the reporting obligations in the Indenture or failure to file required Securities and Exchange Commission documents and reports. When applicable, the contingent interest payable per $1,000 principal amount is 0.25% per annum over the applicable term as provided under the Indenture. The contingent interest features of the Notes are embedded derivative instruments. The estimated fair value of the contingent interest features of the Notes was zero at issuance and at March 31, 2015, as the likelihood of any liability being incurred under these provisions was deemed remote and, to the extent occurring, the time period during which a contingent interest charge would apply is projected to be short. | |||||||||||||||||
The carrying amount of the Notes will be accreted to the principal amount over the remaining term to maturity and we will record a corresponding charge to interest expense. | |||||||||||||||||
The net carrying amount of the convertible notes at March 31, 2015 was as follows: | |||||||||||||||||
(in thousands) | |||||||||||||||||
Principal amount | $ | 189,750 | |||||||||||||||
Unamortized discount | (32,805 | ) | |||||||||||||||
Net carrying value | $ | 156,945 | |||||||||||||||
Costs incurred in connection with our issuance of the Notes, principally related to underwriting and legal fees, are being amortized to interest expense ratably over the five-year term of the Notes. | |||||||||||||||||
The following table sets forth total interest expense related to the convertible notes: | |||||||||||||||||
Three Months Ended | Nine months Ended | ||||||||||||||||
March 31, | March 31, | ||||||||||||||||
2015 | 2014 | 2015 | 2014 | ||||||||||||||
(in thousands) | |||||||||||||||||
Contractual interest expense (cash) | $ | 712 | $ | 712 | $ | 2,135 | $ | 2,135 | |||||||||
Amortization of debt discount (non-cash) | 2,765 | 2,575 | 8,150 | 7,592 | |||||||||||||
Amortization of debt issue costs (non-cash) | 296 | 296 | 888 | 888 | |||||||||||||
$ | 3,773 | $ | 3,583 | $ | 11,173 | $ | 10,615 | ||||||||||
Effective interest rate of the liability component | 7.33 | % | 6.93 | % | 7.23 | % | 6.83 | % | |||||||||
Note Hedges | |||||||||||||||||
In 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 are subject to anti-dilution provisions substantially similar to those of the Notes, have a strike price that corresponds to the conversion price of the Notes, are exercisable by us upon any conversion under the Notes and expire on December 1, 2017. | |||||||||||||||||
The Note Hedges are generally expected to reduce the potential dilution to our common stock (or, in the event the Conversion Feature is settled in cash, to reduce our cash payment obligation) in the event that at the time of conversion our stock price exceeds the conversion price under the Notes. The cost of the Note Hedges, $42.3 million, is expected to be tax deductible as an original issue discount over the life of the Notes, as the Notes and the Note Hedges represent an integrated debt instrument for tax purposes. | |||||||||||||||||
The Note Hedges are transactions that are separate from the terms of the Notes and the Warrants (discussed below) and holders of the Notes and the Warrants have no rights with respect to the Note Hedges. | |||||||||||||||||
Warrants | |||||||||||||||||
In 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. |
Derivative_Instruments
Derivative Instruments | 9 Months Ended |
Mar. 31, 2015 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Instruments | Note 11—Derivative Instruments |
Our derivative instruments for the quarter ended March 31, 2015 consisted of the Note Hedges, Conversion Feature and Warrants as discussed in Note 10. As of March 31, 2015 each of these instruments continued to meet the classification requirements for inclusion within stockholders’ equity and as such they were not subject to fair value re-measurement. We are required, for the remaining term of the Notes, 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. |
Postretirement_Benefits
Postretirement Benefits | 9 Months Ended | ||||||||||||||||
Mar. 31, 2015 | |||||||||||||||||
Compensation and Retirement Disclosure [Abstract] | |||||||||||||||||
Postretirement Benefits | Note 12—Postretirement Benefits | ||||||||||||||||
Defined Benefit Pension Plan | |||||||||||||||||
We sponsor a retirement plan for our Swiss-based employees that is governed by local regulatory requirements. This plan includes certain minimum benefit guarantees that, under US GAAP, require defined benefit plan accounting. | |||||||||||||||||
Net periodic pension costs for the Swiss pension plan include the following components: | |||||||||||||||||
Three Months Ended | Nine months Ended | ||||||||||||||||
March 31, | March 31, | ||||||||||||||||
2015 | 2014 | 2015 | 2014 | ||||||||||||||
(in thousands) | |||||||||||||||||
Components of net periodic cost | |||||||||||||||||
Service cost | $ | 558 | $ | 635 | $ | 1,712 | $ | 1,530 | |||||||||
Interest cost | 163 | 174 | 501 | 418 | |||||||||||||
Prior service credit | (23 | ) | — | (70 | ) | — | |||||||||||
Expected return on plan assets | (243 | ) | (225 | ) | (746 | ) | (542 | ) | |||||||||
Net periodic cost | $ | 455 | $ | 584 | $ | 1,397 | $ | 1,406 | |||||||||
Restructuring_Costs
Restructuring Costs | 9 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Restructuring and Related Activities [Abstract] | |||||||||
Restructuring Costs | Note 13—Restructuring Costs | ||||||||
During fiscal year 2015, in response to recent acquisitions and business events, we realigned our workforce and recorded pre-tax restructuring expenses associated with severance related benefits of approximately $1.3 million. | |||||||||
Restructuring charges recorded in the three and nine months ended March 31, 2015 were expensed as follows: | |||||||||
Three months ended | Nine months ended | ||||||||
March 31, 2015 | March 31, 2015 | ||||||||
(in thousands) | (in thousands) | ||||||||
Subscriptions and transactions cost of sales | $ | 137 | $ | 135 | |||||
Service and maintenance cost of sales | 171 | 171 | |||||||
Sales and marketing | 265 | 478 | |||||||
Product development and engineering | 226 | 223 | |||||||
General and administrative | 275 | 339 | |||||||
$ | 1,074 | $ | 1,346 | ||||||
At March 31, 2015, our remaining liability for severance related benefits was as follows: | |||||||||
(in thousands) | |||||||||
Accrued severance benefits at June 30, 2014 | $ | 473 | |||||||
Additions charged to expense in 2014 | 1,346 | ||||||||
Payments charged against the accrual | (1,483 | ) | |||||||
Accrued severance benefits at March 31, 2015 | $ | 336 | |||||||
Basis_of_Presentation_Policies
Basis of Presentation (Policies) | 9 Months Ended | |||
Mar. 31, 2015 | ||||
Accounting Policies [Abstract] | ||||
Basis of Presentation | Basis of Presentation | |||
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals and adjustments) considered necessary for a fair presentation of the interim financial information have been included. Operating results for the three and nine months ended March 31, 2015 are not necessarily indicative of the results that may be expected for any other interim period or for the fiscal year ending June 30, 2015. For further information, refer to the financial statements and footnotes included in the Annual Report on Form 10-K as filed with the Securities and Exchange Commission (SEC) on August 28, 2014. | ||||
Recent Accounting Pronouncements | Recent Accounting Pronouncements | |||
In June 2013, the Emerging Issues Task Force (EITF) reached final consensus on the presentation of an unrecognized tax benefit when a net operating loss carryforward or tax credit carryforward exists. This topic addressed the balance sheet presentation of a liability for an unrecognized tax benefit when settlement of the liability with the taxing authority would otherwise reduce a deferred tax asset for a net operating loss or tax credit carryforward under the provisions of the tax law. The EITF affirmed that an unrecognized tax benefit should be presented as a reduction of a deferred tax asset for a net operating loss or other tax credit carryforward when settlement in this manner is permissible under the tax law. This standard is applicable for annual periods beginning after December 31, 2013, and for interim periods within those annual periods. We adopted this standard prospectively effective July 1, 2014, resulting in a reduction of $2.3 million to non-current deferred tax assets and non-current other liabilities in our consolidated balance sheet. This did not have an impact on our consolidated statements of comprehensive income (loss) or cash flows. | ||||
In May 2014, the Financial Accounting Standards Board (FASB) issued an accounting standard update which provides for new revenue recognition guidance. The new standard supersedes nearly all existing revenue recognition guidance. The core principle of the new standard is to recognize revenue when promised goods or services are transferred to customers, in an amount that reflects the consideration to which the vendor expects to receive for those goods or services. The new standard is expected to require more judgment and estimates 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. This standard is currently effective for us on July 1, 2017 (the first quarter of our 2018 fiscal year) using one of two methods of adoption: (i) retrospective to each prior reporting period presented, with the option to elect certain practical expedients as defined within the standard; or (ii) retrospective with the cumulative effect of initially applying the standard recognized at the date of initial application inclusive of certain additional disclosures. In April 2015, the FASB issued a proposed one year deferral to the effective date of the new standard. If the proposed one year deferral is approved, the standard will become effective for us on July 1, 2018 (the first quarter of our 2019 fiscal year). We are currently evaluating the method of adoption and the impact of this standard on our consolidated financial statements. | ||||
In April 2015, the FASB issued an accounting standard update which requires that debt issuance costs be presented in the balance sheet as a direct reduction to the carrying value of the debt. This standard is effective for us on July 1, 2016 (the first quarter of our 2017 fiscal year) with early application permitted. Upon adoption of this standard, deferred debt issuance costs will be reclassified from non-current assets and shown as a reduction to the debt carrying value in our consolidated balance sheet. Deferred debt issuance costs were approximately $3.2 million at March 31, 2015. The adoption of this standard will have no impact on our consolidated statement of comprehensive income (loss) or cash flows. | ||||
Fair Value of Financial Instruments | Fair Value of Financial Instruments | |||
We have certain financial instruments which consist of cash and cash equivalents, marketable securities, accounts receivable, accounts payable and the convertible senior notes (the Notes) more fully described in Note 10. Fair value information for each of these instruments is as follows: | ||||
• | Cash and cash equivalents, accounts receivable and accounts payable fair value approximates their carrying values, due to the short-term nature of these instruments. | |||
• | Marketable securities classified as held to maturity are recorded at amortized cost, which at March 31, 2015 and June 30, 2014, approximated fair value. | |||
• | Marketable securities classified as available for sale are recorded at fair value. Unrealized gains and losses are included as a component of other accumulated comprehensive income/(loss) in shareholders’ equity, net of tax. We use the specific identification method to determine any realized gains or losses from the sale of our marketable securities classified as available for sale. | |||
• | The Notes were recorded at $133.3 million upon issuance, which reflected their principal value less the fair value of the embedded conversion option (Conversion Feature). The carrying value of the Notes, $156.9 million at March 31, 2015, will be accreted, over the remaining term to maturity, to their principal value of $189.8 million. The fair value of the Notes (inclusive of the Conversion Feature) was approximately $210.4 million as of March 31, 2015. We estimated the fair value of the Notes by reference to quoted market prices; however the Notes have only a limited trading volume and as such this fair value estimate is not necessarily the value at which the Notes could be retired or transferred. |
Fair_Value_Tables
Fair Value (Tables) | 9 Months Ended | ||||||||||||||||||||||||||||||||
Mar. 31, 2015 | |||||||||||||||||||||||||||||||||
Fair Value Disclosures [Abstract] | |||||||||||||||||||||||||||||||||
Schedule of Assets and Liabilities Measured at Fair Value on Recurring Basis | At March 31, 2015 and June 30, 2014, our assets and liabilities measured at fair value on a recurring basis were as follows: | ||||||||||||||||||||||||||||||||
March 31, 2015 | June 30, 2014 | ||||||||||||||||||||||||||||||||
(in thousands) | Fair Value | Total | Fair Value | Total | |||||||||||||||||||||||||||||
Measurements | Measurements | ||||||||||||||||||||||||||||||||
Using Input Types | Using Input Types | ||||||||||||||||||||||||||||||||
Level 1 | Level 2 | Level 3 | Level 1 | Level 2 | Level 3 | ||||||||||||||||||||||||||||
Money market funds (cash and cash equivalents) | $ | 51,699 | $ | — | $ | — | $ | 51,699 | $ | 71,252 | $ | — | $ | — | $ | 71,252 | |||||||||||||||||
Available for sale securities | |||||||||||||||||||||||||||||||||
Debt | |||||||||||||||||||||||||||||||||
US Corporate | 11,194 | — | — | 11,194 | 13,119 | — | — | 13,119 | |||||||||||||||||||||||||
Residential mortgage-backed | 7,547 | — | — | 7,547 | 5,537 | — | — | 5,537 | |||||||||||||||||||||||||
Government—US | 5,118 | — | — | 5,118 | 5,069 | — | — | 5,069 | |||||||||||||||||||||||||
Total available for sale securities | $ | 23,859 | $ | — | $ | — | $ | 23,859 | $ | 23,725 | $ | — | $ | — | $ | 23,725 | |||||||||||||||||
Marketable Securities by Major Security Type | The table below presents information regarding our marketable securities by major security type as of March 31, 2015 and June 30, 2014. | ||||||||||||||||||||||||||||||||
March 31, 2015 | June 30, 2014 | ||||||||||||||||||||||||||||||||
Held to | Available | Total | Held to | Available | Total | ||||||||||||||||||||||||||||
Maturity | for Sale | Maturity | for Sale | ||||||||||||||||||||||||||||||
(in thousands) | |||||||||||||||||||||||||||||||||
Marketable securities: | |||||||||||||||||||||||||||||||||
Corporate and other debt securities | 65 | 23,859 | 23,924 | 80 | 23,725 | 23,805 | |||||||||||||||||||||||||||
Total marketable securities | $ | 65 | $ | 23,859 | $ | 23,924 | $ | 80 | $ | 23,725 | $ | 23,805 | |||||||||||||||||||||
Estimated Fair Value of Our Investments in Available for Sale Marketable Securities Classified | The following table summarizes the estimated fair value of our investments in available for sale marketable securities classified by the contractual maturity date of the securities: | ||||||||||||||||||||||||||||||||
As of | |||||||||||||||||||||||||||||||||
March 31, | |||||||||||||||||||||||||||||||||
2015 | |||||||||||||||||||||||||||||||||
(in thousands) | |||||||||||||||||||||||||||||||||
Due within 1 year | $ | 12,727 | |||||||||||||||||||||||||||||||
Due in 1 year through 5 years | $ | 11,132 | |||||||||||||||||||||||||||||||
Total | $ | 23,859 | |||||||||||||||||||||||||||||||
Summary of Gross Unrealized Losses and Fair Values of Available for Sale Investments | The following table presents the aggregate fair values and gross unrealized losses for those available for sale investments that were in an unrealized loss position as of March 31, 2015, aggregated by investment category and the length of time that individual securities have been in a continuous loss position: | ||||||||||||||||||||||||||||||||
As of March 31, 2015 | |||||||||||||||||||||||||||||||||
Less than 12 Months | |||||||||||||||||||||||||||||||||
Fair Value | Unrealized Loss | ||||||||||||||||||||||||||||||||
(in thousands) | |||||||||||||||||||||||||||||||||
U.S. Corporate | $ | 4,248 | $ | 2 | |||||||||||||||||||||||||||||
Residential mortgage-backed | $ | 3,575 | $ | 2 | |||||||||||||||||||||||||||||
Total | $ | 7,823 | $ | 4 | |||||||||||||||||||||||||||||
Product_and_Business_Acquisiti1
Product and Business Acquisitions (Tables) | 9 Months Ended | ||||
Mar. 31, 2015 | |||||
Intellinx [Member] | |||||
Allocation of Purchase Price | The preliminary allocation of the Intellinx acquisition purchase price as of March 31, 2015 is as follows: | ||||
(in thousands) | |||||
Current assets | $ | 9,971 | |||
Property and equipment | 299 | ||||
Other assets | 2,403 | ||||
Customer related intangible assets | 2,285 | ||||
Core technology | 52,711 | ||||
Other intangible assets | 937 | ||||
Goodwill | 12,899 | ||||
Current liabilities | (4,208 | ) | |||
Other liabilities | (10,647 | ) | |||
Total purchase price | $ | 66,650 | |||
Andera [Member] | |||||
Allocation of Purchase Price | The allocation of the Andera acquisition purchase price as of March 31, 2015 is as follows: | ||||
(in thousands) | |||||
Current assets | $ | 2,150 | |||
Property and equipment | 1,226 | ||||
Customer related intangible assets | 13,749 | ||||
Core technology | 7,429 | ||||
Other intangible assets | 623 | ||||
Goodwill | 25,941 | ||||
Current liabilities | (4,565 | ) | |||
Other liabilities | (3,573 | ) | |||
Total purchase price | $ | 42,980 | |||
Net_Loss_Per_Share_Tables
Net Loss Per Share (Tables) | 9 Months Ended | ||||||||||||||||
Mar. 31, 2015 | |||||||||||||||||
Earnings Per Share [Abstract] | |||||||||||||||||
Schedule of Computation of Basic and Diluted Net Loss Per Share | The following table sets forth the computation of basic and diluted net loss per share: | ||||||||||||||||
Three Months Ended | Nine months Ended | ||||||||||||||||
March 31, | March 31, | ||||||||||||||||
2015 | 2014 | 2015 | 2014 | ||||||||||||||
(in thousands) | |||||||||||||||||
Numerator: | |||||||||||||||||
Net loss | $ | (7,830 | ) | $ | (4,310 | ) | $ | (13,060 | ) | $ | (17,623 | ) | |||||
Denominator: | |||||||||||||||||
Shares used in computing basic and diluted net loss per share | 37,762 | 37,081 | 37,723 | 36,654 | |||||||||||||
Basic and diluted net loss per share | $ | (0.21 | ) | $ | (0.12 | ) | $ | (0.35 | ) | $ | (0.48 | ) | |||||
Operations_by_Segments_and_Geo1
Operations by Segments and Geographic Areas (Tables) | 9 Months Ended | ||||||||||||||||
Mar. 31, 2015 | |||||||||||||||||
Text Block [Abstract] | |||||||||||||||||
Schedule of Segment Reporting Information | Segment information for the three and nine months ended March 31, 2015 and 2014 according to the segment descriptions above, is as follows: | ||||||||||||||||
Three Months Ended | Nine Months Ended | ||||||||||||||||
March 31, | March 31, | ||||||||||||||||
2015 | 2014 | 2015 | 2014 | ||||||||||||||
(in thousands) | |||||||||||||||||
Segment revenue: | |||||||||||||||||
Payments and Transactional Documents | $ | 31,154 | $ | 31,643 | $ | 94,607 | $ | 93,612 | |||||||||
Hosted Solutions | 30,384 | 30,702 | 93,411 | 76,160 | |||||||||||||
Digital Banking | 20,413 | 15,907 | 57,501 | 49,134 | |||||||||||||
$ | 81,951 | $ | 78,252 | $ | 245,519 | $ | 218,906 | ||||||||||
Segment measure of profit: | |||||||||||||||||
Payments and Transactional Documents | $ | 6,819 | $ | 9,666 | $ | 25,788 | $ | 28,681 | |||||||||
Hosted Solutions | 2,852 | 3,456 | 11,228 | 4,536 | |||||||||||||
Digital Banking | 4,741 | 1,092 | 8,429 | 4,770 | |||||||||||||
Total measure of segment profit | $ | 14,412 | $ | 14,214 | $ | 45,445 | $ | 37,987 | |||||||||
Reconciliation of Measure of Segment Profit to GAAP Loss before Income Taxes | A reconciliation of the measure of segment profit to GAAP loss before income taxes is as follows: | ||||||||||||||||
Three Months Ended | Nine months Ended | ||||||||||||||||
March 31, | March 31, | ||||||||||||||||
2015 | 2014 | 2015 | 2014 | ||||||||||||||
(in thousands) | |||||||||||||||||
Total measure of segment profit | $ | 14,412 | $ | 14,214 | $ | 45,445 | $ | 37,987 | |||||||||
Less: | |||||||||||||||||
Amortization of intangible assets | (8,002 | ) | (4,784 | ) | (22,186 | ) | (18,663 | ) | |||||||||
Stock-based compensation expense | (7,134 | ) | (6,225 | ) | (19,563 | ) | (16,792 | ) | |||||||||
Acquisition and integration related expenses | (846 | ) | (1,062 | ) | (2,553 | ) | (3,831 | ) | |||||||||
Restructuring expenses | (1,074 | ) | (1,015 | ) | (1,346 | ) | (1,060 | ) | |||||||||
Non cash pension expense | (21 | ) | (87 | ) | (42 | ) | (238 | ) | |||||||||
Other non-core expense | (145 | ) | — | (145 | ) | — | |||||||||||
Other expense, net | (4,600 | ) | (3,573 | ) | (11,834 | ) | (11,004 | ) | |||||||||
Loss before income taxes | $ | (7,410 | ) | $ | (2,532 | ) | $ | (12,224 | ) | $ | (13,601 | ) | |||||
Schedule of Segment Depreciation Expense Included in Segment Measure of Profit | The following depreciation expense amounts are included in the segment measure of profit: | ||||||||||||||||
Three Months Ended | Nine months Ended | ||||||||||||||||
March 31, | March 31, | ||||||||||||||||
2015 | 2014 | 2015 | 2014 | ||||||||||||||
(in thousands) | |||||||||||||||||
Depreciation expense: | |||||||||||||||||
Payments and Transactional Documents | $ | 740 | $ | 527 | $ | 1,988 | $ | 1,645 | |||||||||
Hosted Solutions | 1,304 | 1,007 | 3,790 | 2,838 | |||||||||||||
Digital Banking Solutions | 670 | 476 | 1,953 | 1,465 | |||||||||||||
Total depreciation expense | $ | 2,714 | $ | 2,010 | $ | 7,731 | $ | 5,948 | |||||||||
Schedule of Revenue Based on Point of Sale | We have presented geographic information about our revenues below. This presentation allocates revenue based on the point of sale, not the location of the customer. Accordingly, we derive revenues from geographic locations based on the location of the customer that would vary from the geographic areas listed here; particularly in respect of financial institution customers located in Australia and Canada for which the point of sale was the United States. | ||||||||||||||||
Three Months Ended | Nine months Ended | ||||||||||||||||
March 31, | March 31, | ||||||||||||||||
2015 | 2014 | 2015 | 2014 | ||||||||||||||
(in thousands) | |||||||||||||||||
Revenues from unaffiliated customers: | |||||||||||||||||
United States | $ | 48,465 | $ | 41,246 | $ | 142,820 | $ | 126,197 | |||||||||
United Kingdom | 22,688 | 24,977 | 71,344 | 71,463 | |||||||||||||
Continental Europe | 9,189 | 11,266 | 27,775 | 18,971 | |||||||||||||
Asia-Pacific and Middle East | 1,609 | 763 | 3,580 | 2,275 | |||||||||||||
Total revenues from unaffiliated customers | $ | 81,951 | $ | 78,252 | $ | 245,519 | $ | 218,906 | |||||||||
Schedule of Long-Lived Assets, Excluding Deferred Tax Assets and Intangible Assets, Based on Geographic Designation | Long-lived assets, excluding deferred tax assets and intangible assets, which are based on geographical location, were as follows: | ||||||||||||||||
As of March 31, | As of June 30, | ||||||||||||||||
2015 | 2014 | ||||||||||||||||
(in thousands) | |||||||||||||||||
Long-lived assets | |||||||||||||||||
United States | $ | 41,894 | $ | 36,856 | |||||||||||||
United Kingdom | 6,608 | 6,611 | |||||||||||||||
Continental Europe | 2,361 | 3,224 | |||||||||||||||
Asia-Pacific and Middle East | 1,971 | 157 | |||||||||||||||
Total long-lived assets | $ | 52,834 | $ | 46,848 | |||||||||||||
Goodwill_and_Other_Intangible_1
Goodwill and Other Intangible Assets (Tables) | 9 Months Ended | ||||||||||||||||
Mar. 31, 2015 | |||||||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | |||||||||||||||||
Schedule of Intangible Assets Subject to Amortization and for Intangible Assets Not Subject to Amortization | The following tables set forth the information for intangible assets subject to amortization and for intangible assets not subject to amortization. | ||||||||||||||||
As of March 31, 2015 | |||||||||||||||||
Gross Carrying Amount | Accumulated | Net Carrying Value | Weighted Average | ||||||||||||||
Amortization | Remaining Life | ||||||||||||||||
(in thousands) | (in years) | ||||||||||||||||
Amortized intangible assets: | |||||||||||||||||
Customer related | $ | 196,130 | $ | (94,914 | ) | $ | 101,216 | 10.6 | |||||||||
Core technology | 129,610 | (51,072 | ) | 78,538 | 10.3 | ||||||||||||
Other intangible assets | 20,538 | (10,163 | ) | 10,375 | 6.5 | ||||||||||||
Total | $ | 346,278 | $ | (156,149 | ) | $ | 190,129 | ||||||||||
Unamortized intangible assets: | |||||||||||||||||
Goodwill | 209,572 | ||||||||||||||||
Total intangible assets | $ | 399,701 | |||||||||||||||
As of June 30, 2014 | |||||||||||||||||
Gross Carrying Amount | Accumulated | Net Carrying Value | Weighted Average | ||||||||||||||
Amortization | Remaining Life | ||||||||||||||||
(in thousands) | (in years) | ||||||||||||||||
Amortized intangible assets: | |||||||||||||||||
Customer related | $ | 206,294 | $ | (88,184 | ) | $ | 118,110 | 11.8 | |||||||||
Core technology | 78,991 | (45,552 | ) | 33,439 | 6.8 | ||||||||||||
Other intangible assets | 20,220 | (8,265 | ) | 11,955 | 7.2 | ||||||||||||
Total | $ | 305,505 | $ | (142,001 | ) | $ | 163,504 | ||||||||||
Unamortized intangible assets: | |||||||||||||||||
Goodwill | 208,991 | ||||||||||||||||
Total intangible assets | $ | 372,495 | |||||||||||||||
Schedule of Estimated Amortization Expense | Estimated amortization expense for fiscal year 2015 and subsequent fiscal years is as follows: | ||||||||||||||||
(in thousands) | |||||||||||||||||
2015 | $ | 30,264 | |||||||||||||||
2016 | 28,652 | ||||||||||||||||
2017 | 24,141 | ||||||||||||||||
2018 | 20,154 | ||||||||||||||||
2019 | 18,464 | ||||||||||||||||
2020 and thereafter | 90,135 | ||||||||||||||||
Schedule of Roll Forward of Goodwill Balances, by Reportable Segment | The following table represents a rollforward of our goodwill balances, by reportable segment, as follows: | ||||||||||||||||
Payments and | Hosted | Digital | |||||||||||||||
Transactional | Solutions | Banking | |||||||||||||||
Documents | |||||||||||||||||
(in thousands) | |||||||||||||||||
Balance at June 30, 2014 | $ | 70,532 | $ | 102,612 | $ | 35,847 | |||||||||||
Goodwill acquired during the period | 12,899 | 2,363 | — | ||||||||||||||
Purchase accounting and other adjustments | — | (744 | ) | 33 | |||||||||||||
Impact of foreign currency translation | (3,584 | ) | (10,386 | ) | — | ||||||||||||
Balance at March 31, 2015 | $ | 79,847 | $ | 93,845 | $ | 35,880 |
Convertible_Senior_Notes_Table
Convertible Senior Notes (Tables) | 9 Months Ended | ||||||||||||||||
Mar. 31, 2015 | |||||||||||||||||
Debt Disclosure [Abstract] | |||||||||||||||||
Net Carrying Amount of Convertible Notes | The net carrying amount of the convertible notes at March 31, 2015 was as follows: | ||||||||||||||||
(in thousands) | |||||||||||||||||
Principal amount | $ | 189,750 | |||||||||||||||
Unamortized discount | (32,805 | ) | |||||||||||||||
Net carrying value | $ | 156,945 | |||||||||||||||
Total Interest Expense Related to Convertible Notes | The following table sets forth total interest expense related to the convertible notes: | ||||||||||||||||
Three Months Ended | Nine months Ended | ||||||||||||||||
March 31, | March 31, | ||||||||||||||||
2015 | 2014 | 2015 | 2014 | ||||||||||||||
(in thousands) | |||||||||||||||||
Contractual interest expense (cash) | $ | 712 | $ | 712 | $ | 2,135 | $ | 2,135 | |||||||||
Amortization of debt discount (non-cash) | 2,765 | 2,575 | 8,150 | 7,592 | |||||||||||||
Amortization of debt issue costs (non-cash) | 296 | 296 | 888 | 888 | |||||||||||||
$ | 3,773 | $ | 3,583 | $ | 11,173 | $ | 10,615 | ||||||||||
Effective interest rate of the liability component | 7.33 | % | 6.93 | % | 7.23 | % | 6.83 | % | |||||||||
Postretirement_Benefits_Tables
Postretirement Benefits (Tables) | 9 Months Ended | ||||||||||||||||
Mar. 31, 2015 | |||||||||||||||||
Compensation and Retirement Disclosure [Abstract] | |||||||||||||||||
Components of Net Periodic Pension Costs for the Swiss Pension Plan | Net periodic pension costs for the Swiss pension plan include the following components: | ||||||||||||||||
Three Months Ended | Nine months Ended | ||||||||||||||||
March 31, | March 31, | ||||||||||||||||
2015 | 2014 | 2015 | 2014 | ||||||||||||||
(in thousands) | |||||||||||||||||
Components of net periodic cost | |||||||||||||||||
Service cost | $ | 558 | $ | 635 | $ | 1,712 | $ | 1,530 | |||||||||
Interest cost | 163 | 174 | 501 | 418 | |||||||||||||
Prior service credit | (23 | ) | — | (70 | ) | — | |||||||||||
Expected return on plan assets | (243 | ) | (225 | ) | (746 | ) | (542 | ) | |||||||||
Net periodic cost | $ | 455 | $ | 584 | $ | 1,397 | $ | 1,406 | |||||||||
Restructuring_Costs_Tables
Restructuring Costs (Tables) | 9 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Restructuring and Related Activities [Abstract] | |||||||||
Schedule of Restructuring Charges | Restructuring charges recorded in the three and nine months ended March 31, 2015 were expensed as follows: | ||||||||
Three months ended | Nine months ended | ||||||||
March 31, 2015 | March 31, 2015 | ||||||||
(in thousands) | (in thousands) | ||||||||
Subscriptions and transactions cost of sales | $ | 137 | $ | 135 | |||||
Service and maintenance cost of sales | 171 | 171 | |||||||
Sales and marketing | 265 | 478 | |||||||
Product development and engineering | 226 | 223 | |||||||
General and administrative | 275 | 339 | |||||||
$ | 1,074 | $ | 1,346 | ||||||
Schedule of Remaining Liability for Severance Related Benefits | At March 31, 2015, our remaining liability for severance related benefits was as follows: | ||||||||
(in thousands) | |||||||||
Accrued severance benefits at June 30, 2014 | $ | 473 | |||||||
Additions charged to expense in 2014 | 1,346 | ||||||||
Payments charged against the accrual | (1,483 | ) | |||||||
Accrued severance benefits at March 31, 2015 | $ | 336 | |||||||
Recent_Accounting_Pronouncemen1
Recent Accounting Pronouncements - Additional Information (Detail) (USD $) | 9 Months Ended |
In Millions, unless otherwise specified | Mar. 31, 2015 |
Regulatory Assets [Abstract] | |
Reduction in non-current deferred tax assets and non-current other liabilities due to operating loss carryforward or tax credit carryforward | $2.30 |
Deferred debt issuance cost | $3.20 |
Fair_Value_Schedule_of_Assets_
Fair Value - Schedule of Assets and Liabilities Measured at Fair Value on Recurring Basis (Detail) (USD $) | Mar. 31, 2015 | Jun. 30, 2014 |
In Thousands, unless otherwise specified | ||
Debt | ||
Total available for sale securities | $23,859 | $23,725 |
Recurring [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Money market funds (cash and cash equivalents) | 51,699 | 71,252 |
Debt | ||
Total available for sale securities | 23,859 | 23,725 |
Recurring [Member] | U.S. Corporate [Member] | ||
Debt | ||
Total available for sale securities | 11,194 | 13,119 |
Recurring [Member] | Residential Mortgage-Backed [Member] | ||
Debt | ||
Total available for sale securities | 7,547 | 5,537 |
Recurring [Member] | Government - U.S. [Member] | ||
Debt | ||
Total available for sale securities | 5,118 | 5,069 |
Recurring [Member] | Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Money market funds (cash and cash equivalents) | 51,699 | 71,252 |
Debt | ||
Total available for sale securities | 23,859 | 23,725 |
Recurring [Member] | Level 1 [Member] | U.S. Corporate [Member] | ||
Debt | ||
Total available for sale securities | 11,194 | 13,119 |
Recurring [Member] | Level 1 [Member] | Residential Mortgage-Backed [Member] | ||
Debt | ||
Total available for sale securities | 7,547 | 5,537 |
Recurring [Member] | Level 1 [Member] | Government - U.S. [Member] | ||
Debt | ||
Total available for sale securities | $5,118 | $5,069 |
Fair_Value_Additional_Informat
Fair Value - Additional Information (Detail) (USD $) | Mar. 31, 2015 | Jun. 30, 2014 |
Fair Value Disclosures [Abstract] | ||
Issuance of convertible notes | $133,300,000 | |
Carrying value of convertible senior notes | 156,945,000 | 148,795,000 |
Convertible senior notes issued | 189,750,000 | |
Estimated fair value of convertible debt | $210,400,000 |
Fair_Value_Marketable_Securiti
Fair Value - Marketable Securities by Major Security Type (Detail) (USD $) | Mar. 31, 2015 | Jun. 30, 2014 |
In Thousands, unless otherwise specified | ||
Cash Cash Equivalents And Short Term Marketable Securities [Line Items] | ||
Held to Maturity | $65 | $80 |
Available for Sale | 23,859 | 23,725 |
Total | 23,924 | 23,805 |
Corporate and Other Debt Securities [Member] | ||
Cash Cash Equivalents And Short Term Marketable Securities [Line Items] | ||
Held to Maturity | 65 | 80 |
Available for Sale | 23,859 | 23,725 |
Total | $23,924 | $23,805 |
Fair_Value_Estimated_Fair_Valu
Fair Value - Estimated Fair Value of Our Investments in Available for Sale Marketable Securities Classified (Detail) (USD $) | Mar. 31, 2015 | Jun. 30, 2014 |
In Thousands, unless otherwise specified | ||
Fair Value Disclosures [Abstract] | ||
Due within 1 year | $12,727 | |
Due in 1 year through 5 years | 11,132 | |
Total | $23,859 | $23,725 |
Fair_Value_Summary_of_Gross_Un
Fair Value - Summary of Gross Unrealized Losses and Fair Values of Available for Sale Investments (Detail) (USD $) | 9 Months Ended |
In Thousands, unless otherwise specified | Mar. 31, 2015 |
Schedule of Available-for-sale Securities [Line Items] | |
Less than 12 Months, Fair Value | $7,823 |
Less than 12 Months, Unrealized Loss | 4 |
U.S. Corporate [Member] | |
Schedule of Available-for-sale Securities [Line Items] | |
Less than 12 Months, Fair Value | 4,248 |
Less than 12 Months, Unrealized Loss | 2 |
Residential Mortgage-Backed [Member] | |
Schedule of Available-for-sale Securities [Line Items] | |
Less than 12 Months, Fair Value | 3,575 |
Less than 12 Months, Unrealized Loss | $2 |
Product_and_Business_Acquisiti2
Product and Business Acquisitions - Additional Information (Detail) | 3 Months Ended | 9 Months Ended | 0 Months Ended | 9 Months Ended | 0 Months Ended | 9 Months Ended | 0 Months Ended | 9 Months Ended | 0 Months Ended | 0 Months Ended | 0 Months Ended | |||||||||||||
Mar. 31, 2015 | Mar. 31, 2014 | Mar. 31, 2015 | Mar. 31, 2014 | Jun. 30, 2014 | Jul. 09, 2014 | Mar. 31, 2015 | Jan. 21, 2015 | Mar. 31, 2015 | Jan. 21, 2015 | Jan. 21, 2015 | Jan. 21, 2015 | Mar. 31, 2015 | Mar. 31, 2015 | Mar. 31, 2015 | Mar. 31, 2015 | Apr. 03, 2014 | Mar. 31, 2015 | Apr. 03, 2014 | Nov. 21, 2014 | Nov. 21, 2014 | Nov. 21, 2014 | Nov. 21, 2014 | Nov. 21, 2014 | |
USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | Litco [Member] | Litco [Member] | Intellinx [Member] | Intellinx [Member] | Intellinx [Member] | Intellinx [Member] | Intellinx [Member] | Intellinx [Member] | Intellinx [Member] | Intellinx [Member] | Intellinx [Member] | Andera [Member] | Andera [Member] | Andera [Member] | Arian [Member] | Arian [Member] | Arian [Member] | Arian [Member] | Arian [Member] | |
USD ($) | General and Administrative Expense [Member] | USD ($) | USD ($) | USD ($) | Minimum [Member] | Maximum [Member] | Maximum [Member] | Core Technology [Member] | Customer related assets [Member] | Other Intangible Assets [Member] | USD ($) | USD ($) | USD ($) | USD ($) | GBP (£) | USD ($) | Technology Based Intangible Assets [Member] | Customer Related Intangible Assets [Member] | ||||||
USD ($) | ||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||
Acquisition of business, cash paid | $700,000 | $66,700,000 | $42,800,000 | $3,500,000 | £ 2,300,000 | |||||||||||||||||||
Cash purchase consideration held in escrow | 6,800,000 | |||||||||||||||||||||||
Share issued as consideration | 774,000 | 102,158 | 60,000 | 60,000 | ||||||||||||||||||||
Stock vesting period | 4 years | 5 years | 4 years | 4 years | ||||||||||||||||||||
Reduced percentage of cash purchase consideration held in escrow | 50.00% | |||||||||||||||||||||||
Business acquisition, goodwill | 209,572,000 | 209,572,000 | 208,991,000 | 12,899,000 | 25,941,000 | 2,400,000 | ||||||||||||||||||
Business acquisition, identifiable intangible assets | 55,900,000 | 1,500,000 | ||||||||||||||||||||||
Intangible asset amortized estimated useful life | 6 years | 12 years | 13 years | 13 years | 5 years | 12 years | 9 years | |||||||||||||||||
Revenues Percentage | 1.00% | |||||||||||||||||||||||
Pre-tax loss | 3,100,000 | |||||||||||||||||||||||
Intangible asset amortization | 8,002,000 | 4,784,000 | 22,186,000 | 18,663,000 | 1,000,000 | |||||||||||||||||||
Stock compensation expense | 19,563,000 | 16,792,000 | 800,000 | |||||||||||||||||||||
Acquisition expenses | 1,800,000 | |||||||||||||||||||||||
Business acquisitions aggregate purchase consideration | $200,000 |
Product_and_Business_Acquisiti3
Product and Business Acquisitions - Allocation of Purchase Price (Detail) (USD $) | 9 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Jun. 30, 2014 |
Business Acquisition [Line Items] | ||
Goodwill | $209,572 | $208,991 |
Andera [Member] | ||
Business Acquisition [Line Items] | ||
Current assets | 2,150 | |
Property and equipment | 1,226 | |
Customer related intangible assets | 13,749 | |
Core technology | 7,429 | |
Other intangible assets | 623 | |
Goodwill | 25,941 | |
Current liabilities | -4,565 | |
Other liabilities | -3,573 | |
Total purchase price | 42,980 | |
Intellinx [Member] | ||
Business Acquisition [Line Items] | ||
Current assets | 9,971 | |
Property and equipment | 299 | |
Other assets | 2,403 | |
Customer related intangible assets | 2,285 | |
Core technology | 52,711 | |
Other intangible assets | 937 | |
Goodwill | 12,899 | |
Current liabilities | -4,208 | |
Other liabilities | -10,647 | |
Total purchase price | $66,650 |
Net_Loss_Per_Share_Schedule_of
Net Loss Per Share - Schedule of Computation of Basic and Diluted Net Loss Per Share (Detail) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 | Mar. 31, 2015 | Mar. 31, 2014 |
Numerator: | ||||
Net loss | ($7,830) | ($4,310) | ($13,060) | ($17,623) |
Denominator: | ||||
Shares used in computing basic and diluted net loss per share | 37,762 | 37,081 | 37,723 | 36,654 |
Basic and diluted net loss per share | ($0.21) | ($0.12) | ($0.35) | ($0.48) |
Net_Loss_Per_Share_Additional_
Net Loss Per Share - Additional Information (Detail) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Millions, except Per Share data, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 | Mar. 31, 2015 | Mar. 31, 2014 |
Earnings Per Share [Abstract] | ||||
Anti-dilutive securities excluded from calculation of diluted earnings per share | 3.3 | 2.4 | 2.8 | 2.7 |
Number of shares purchased through issue of warrants | 6.3 | 6.3 | ||
Common stock exercise price | $40.04 | $40.04 |
Operations_by_Segments_and_Geo2
Operations by Segments and Geographic Areas - Additional Information (Detail) | 9 Months Ended |
Mar. 31, 2015 | |
Segment | |
Segment Reporting [Abstract] | |
Number of reportable segments | 3 |
Operations_by_Segments_and_Geo3
Operations by Segments and Geographic Area - Schedule of Segment Reporting Information (Detail) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 | Mar. 31, 2015 | Mar. 31, 2014 |
Segment revenue: | ||||
Segment revenue | $81,951 | $78,252 | $245,519 | $218,906 |
Segment measure of profit: | ||||
Total measure of segment profit | 14,412 | 14,214 | 45,445 | 37,987 |
Payments and Transactional Documents [Member] | ||||
Segment revenue: | ||||
Segment revenue | 31,154 | 31,643 | 94,607 | 93,612 |
Segment measure of profit: | ||||
Total measure of segment profit | 6,819 | 9,666 | 25,788 | 28,681 |
Hosted Solutions [Member] | ||||
Segment revenue: | ||||
Segment revenue | 30,384 | 30,702 | 93,411 | 76,160 |
Segment measure of profit: | ||||
Total measure of segment profit | 2,852 | 3,456 | 11,228 | 4,536 |
Digital Banking [Member] | ||||
Segment revenue: | ||||
Segment revenue | 20,413 | 15,907 | 57,501 | 49,134 |
Segment measure of profit: | ||||
Total measure of segment profit | $4,741 | $1,092 | $8,429 | $4,770 |
Operations_by_Segments_and_Geo4
Operations by Segments and Geographic Areas - Reconciliation of Measure of Segment Profit to GAAP Loss Before Income Taxes (Detail) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 | Mar. 31, 2015 | Mar. 31, 2014 |
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||||
Total measure of segment profit | $14,412 | $14,214 | $45,445 | $37,987 |
Less: | ||||
Amortization of intangible assets | -8,002 | -4,784 | -22,186 | -18,663 |
Stock-based compensation expense | -19,563 | -16,792 | ||
Restructuring expenses | -1,074 | -1,346 | ||
Other expense, net | -4,600 | -3,573 | -11,834 | -11,004 |
Loss before income taxes | -7,410 | -2,532 | -12,224 | -13,601 |
Operating Segments [Member] | ||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||||
Total measure of segment profit | 14,412 | 14,214 | 45,445 | 37,987 |
Segment Reconciling Items [Member] | ||||
Less: | ||||
Amortization of intangible assets | -8,002 | -4,784 | -22,186 | -18,663 |
Stock-based compensation expense | -7,134 | -6,225 | -19,563 | -16,792 |
Acquisition and integration related expenses | -846 | -1,062 | -2,553 | -3,831 |
Restructuring expenses | -1,074 | -1,015 | -1,346 | -1,060 |
Non cash pension expense | -21 | -87 | -42 | -238 |
Other non-core expense | -145 | -145 | ||
Other expense, net | ($4,600) | ($3,573) | ($11,834) | ($11,004) |
Operations_by_Segments_and_Geo5
Operations by Segments and Geographic Areas - Schedule of Segment Depreciation Expense Included in Segment Measure of Profit (Loss) (Detail) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 | Mar. 31, 2015 | Mar. 31, 2014 |
Depreciation expense: | ||||
Depreciation expense | $2,714 | $2,010 | $7,731 | $5,948 |
Payments and Transactional Documents [Member] | ||||
Depreciation expense: | ||||
Depreciation expense | 740 | 527 | 1,988 | 1,645 |
Hosted Solutions [Member] | ||||
Depreciation expense: | ||||
Depreciation expense | 1,304 | 1,007 | 3,790 | 2,838 |
Digital Banking Solutions [Member] | ||||
Depreciation expense: | ||||
Depreciation expense | $670 | $476 | $1,953 | $1,465 |
Operations_by_Segments_and_Geo6
Operations by Segments and Geographic Areas - Schedule of Revenue Based on Point of Sale (Detail) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 | Mar. 31, 2015 | Mar. 31, 2014 |
Revenues from unaffiliated customers: | ||||
Revenues from unaffiliated customers | $81,951 | $78,252 | $245,519 | $218,906 |
United States [Member] | ||||
Revenues from unaffiliated customers: | ||||
Revenues from unaffiliated customers | 48,465 | 41,246 | 142,820 | 126,197 |
United Kingdom [Member] | ||||
Revenues from unaffiliated customers: | ||||
Revenues from unaffiliated customers | 22,688 | 24,977 | 71,344 | 71,463 |
Continental Europe [Member] | ||||
Revenues from unaffiliated customers: | ||||
Revenues from unaffiliated customers | 9,189 | 11,266 | 27,775 | 18,971 |
Asia Pacific and Middle East [Member] | ||||
Revenues from unaffiliated customers: | ||||
Revenues from unaffiliated customers | $1,609 | $763 | $3,580 | $2,275 |
Operations_by_Segments_and_Geo7
Operations by Segments and Geographic Areas - Schedule of Long-Lived Assets, Excluding Deferred Tax Assets and Intangible Assets, Based on Geographic Designation (Detail) (USD $) | Mar. 31, 2015 | Jun. 30, 2014 |
In Thousands, unless otherwise specified | ||
Long-lived assets | ||
Long-lived assets | $52,834 | $46,848 |
United States [Member] | ||
Long-lived assets | ||
Long-lived assets | 41,894 | 36,856 |
United Kingdom [Member] | ||
Long-lived assets | ||
Long-lived assets | 6,608 | 6,611 |
Continental Europe [Member] | ||
Long-lived assets | ||
Long-lived assets | 2,361 | 3,224 |
Asia Pacific and Middle East [Member] | ||
Long-lived assets | ||
Long-lived assets | $1,971 | $157 |
Income_Taxes_Additional_Inform
Income Taxes - Additional Information (Detail) (USD $) | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2014 | Mar. 31, 2015 | Mar. 31, 2014 | Mar. 31, 2015 | Mar. 31, 2014 | |
Income Tax Disclosure [Abstract] | |||||
Income tax expense (benefit) | $420,000 | $1,778,000 | $836,000 | $4,022,000 | |
Tax benefit resulting from enactment | 300,000 | ||||
Unrecognized tax benefits decrease as a result of the expiration of certain statutes | $200,000 |
Goodwill_and_Other_Intangible_2
Goodwill and Other Intangible Assets - Schedule of Intangible Assets Subject to Amortization and for Intangible Assets Not Subject to Amortization (Detail) (USD $) | 9 Months Ended | 12 Months Ended |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Jun. 30, 2014 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $346,278 | $305,505 |
Accumulated Amortization | -156,149 | -142,001 |
Net Carrying Value | 190,129 | 163,504 |
Goodwill | 209,572 | 208,991 |
Total intangible assets | 399,701 | 372,495 |
Customer Related [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 196,130 | 206,294 |
Accumulated Amortization | -94,914 | -88,184 |
Net Carrying Value | 101,216 | 118,110 |
Weighted Average Remaining Life | 10 years 7 months 6 days | 11 years 9 months 18 days |
Core Technology [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 129,610 | 78,991 |
Accumulated Amortization | -51,072 | -45,552 |
Net Carrying Value | 78,538 | 33,439 |
Weighted Average Remaining Life | 10 years 3 months 18 days | 6 years 9 months 18 days |
Other Intangible Assets [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 20,538 | 20,220 |
Accumulated Amortization | -10,163 | -8,265 |
Net Carrying Value | $10,375 | $11,955 |
Weighted Average Remaining Life | 6 years 6 months | 7 years 2 months 12 days |
Goodwill_and_Other_Intangible_3
Goodwill and Other Intangible Assets - Schedule of Estimated Amortization Expense (Detail) (USD $) | Mar. 31, 2015 |
In Thousands, unless otherwise specified | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2015 | $30,264 |
2016 | 28,652 |
2017 | 24,141 |
2018 | 20,154 |
2019 | 18,464 |
2020 and thereafter | $90,135 |
Goodwill_and_Other_Intangible_4
Goodwill and Other Intangible Assets - Schedule of Roll Forward of Goodwill Balances, by Reportable Segment (Detail) (USD $) | 9 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Jun. 30, 2014 |
Finite-Lived Intangible Assets [Line Items] | ||
Beginning Balance | $208,991 | |
Ending Balance | 209,572 | 208,991 |
Payments and Transactional Documents [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Beginning Balance | 70,532 | |
Goodwill acquired during the period | 12,899 | |
Impact of foreign currency translation | -3,584 | |
Ending Balance | 79,847 | |
Hosted Solutions [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Beginning Balance | 102,612 | |
Goodwill acquired during the period | 2,363 | |
Purchase accounting and other adjustments | -744 | |
Impact of foreign currency translation | -10,386 | |
Ending Balance | 93,845 | |
Digital Banking [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Beginning Balance | 35,847 | |
Purchase accounting and other adjustments | 33 | |
Ending Balance | $35,880 |
Convertible_Senior_Notes_Addit
Convertible Senior Notes - Additional Information (Detail) (USD $) | 1 Months Ended | 9 Months Ended | |
Dec. 31, 2012 | Mar. 31, 2015 | Dec. 12, 2012 | |
Debt Instrument [Line Items] | |||
Aggregate principal amount of Convertible Senior Notes | $189,750,000 | ||
Convertible notes conversion amount in multiples | 1,000 | ||
Percentage of common stock conversion price | 130.00% | ||
Initial conversion rate per $1,000 principal amount | 33.3042 | ||
Initial conversion price per share | $30.03 | ||
Warrants [Member] | |||
Debt Instrument [Line Items] | |||
Warrants exercisable beginning | 1-Mar-18 | ||
Warrants exercisable ending | 18-Oct-18 | ||
Warrant expiration period | 150 days | ||
Convertible Senior Notes [Member] | |||
Debt Instrument [Line Items] | |||
Aggregate principal amount of Convertible Senior Notes | 189,800,000 | ||
Interest rate on Convertible Senior Notes | 1.50% | ||
Maturity date of Convertible Senior Notes | 1-Dec-17 | ||
Consecutive trading days | 30 days | ||
Common stock minimum trading days | 20 days | ||
Conditions for conversion of notes | During the five business day period after any five consecutive trading day period (the "measurement period") in which the trading price per $1,000 principal amount of the convertible notes for each trading day of the measurement period was less than 98% of the product of the last reported sales price of our common stock and the conversion rate on each trading day | ||
Last day conversion rate | 98.00% | ||
Percentage of repurchase price equal to principal amount of notes to be repurchased | 100.00% | ||
Redemption percentage of principal amount of notes outstanding by notice | 25.00% | ||
Redemption percentage of principal amount of notes outstanding at request by holders with accrued and unpaid interest | 100.00% | ||
Certain events of bankruptcy, insolvency or reorganization, redemption percentage of principal amount of notes outstanding with accrued and unpaid interest | 100.00% | ||
Notes Principal amount | 1,000 | ||
Interest rate per annum | 0.25% | ||
Estimated fair value of the contingent interest feature of the notes | 0 | ||
Convertible Senior Notes, term | 5 years | ||
Hedging of common stock | 6,300,000 | ||
Cost of the Note Hedges | 42,300,000 | ||
Aggregate proceeds from sale of warrants | $25,800,000 | ||
Purchase of common stock | 6,300,000 | ||
Common stock, strike price per share | $40.04 |
Convertible_Senior_Notes_Net_C
Convertible Senior Notes - Net Carrying Amount of Convertible Notes (Detail) (USD $) | Mar. 31, 2015 |
In Thousands, unless otherwise specified | |
Debt Disclosure [Abstract] | |
Principal amount | $189,750 |
Unamortized discount | -32,805 |
Net carrying value | $156,945 |
Convertible_Senior_Notes_Total
Convertible Senior Notes - Total Interest Expense Related to Convertible Notes (Detail) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 | Mar. 31, 2015 | Mar. 31, 2014 |
Debt Disclosure [Abstract] | ||||
Contractual interest expense (cash) | $712 | $712 | $2,135 | $2,135 |
Amortization of debt discount (non-cash) | 2,765 | 2,575 | 8,150 | 7,592 |
Amortization of debt issue costs (non-cash) | 296 | 296 | 888 | 888 |
Total interest expense | $3,773 | $3,583 | $11,173 | $10,615 |
Effective interest rate of the liability component | 7.33% | 6.93% | 7.23% | 6.83% |
Postretirement_Benefits_Compon
Postretirement Benefits - Components of Net Periodic Pension Costs for the Swiss Pension Plan (Detail) (Swiss Pension Plan [Member], USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 | Mar. 31, 2015 | Mar. 31, 2014 |
Swiss Pension Plan [Member] | ||||
Components of net periodic cost | ||||
Service cost | $558 | $635 | $1,712 | $1,530 |
Interest cost | 163 | 174 | 501 | 418 |
Prior service credit | -23 | -70 | ||
Expected return on plan assets | -243 | -225 | -746 | -542 |
Net periodic cost | $455 | $584 | $1,397 | $1,406 |
Restructuring_Costs_Additional
Restructuring Costs - Additional Information (Detail) (USD $) | 3 Months Ended | 9 Months Ended |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2015 |
Restructuring and Related Activities [Abstract] | ||
Restructuring costs | $1,074 | $1,346 |
Restructuring_Costs_Schedule_o
Restructuring Costs - Schedule of Restructuring Charges (Detail) (USD $) | 3 Months Ended | 9 Months Ended |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2015 |
Restructuring Cost and Reserve [Line Items] | ||
Restructuring costs | $1,074 | $1,346 |
Subscriptions and Transactions Cost of Sales [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring costs | 137 | 135 |
Service and Maintenance Cost of Sales [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring costs | 171 | 171 |
Sales and Marketing [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring costs | 265 | 478 |
Product Development and Engineering [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring costs | 226 | 223 |
General and Administrative Expense [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring costs | $275 | $339 |
Restructuring_Costs_Schedule_o1
Restructuring Costs - Schedule of Remaining Liability for Severance Related Benefits (Detail) (USD $) | 3 Months Ended | 9 Months Ended |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2015 |
Restructuring and Related Activities [Abstract] | ||
Beginning Balance | $473 | |
Additions charged to expense in 2014 | 1,074 | 1,346 |
Payments charged against the accrual | -1,483 | |
Ending Balance | $336 | $336 |