Bottomline (EPAY) 8-K/A Consolidated Financial Statements

Exhibit 99.2

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

On June 3, 2019, Bottomline Technologies, Inc. (the “Company” or “Bottomline”) acquired the remaining outstanding capital stock of BankSight Software Systems, Inc., (“BankSight”) for $2.8 million in cash and 40,000 shares of Bottomline common stock. The common stock issued in the transaction had vesting conditions tied to continued employment and, as such, will result in the recognition of share-based payment expense over the share vesting period. Prior to the acquisition, Bottomline held a minority investment in BankSight preferred stock, without the ability to exercise control. BankSight is an early stage company that develops and markets a SaaS-based customer engagement and growth platform for banks and credit unions.

The unaudited pro forma condensed combined balance sheet as of March 31, 2019 was prepared as if the acquisition had occurred on that date and combines the historical consolidated balance sheets of Bottomline and BankSight as of that date. The unaudited pro forma condensed combined statements of operations were prepared as if the acquisition had occurred on July 1, 2017 and July 1, 2018 and combines the historical consolidated statements of operations of Bottomline and BankSight for the twelve and nine month periods ended June 30, 2018 and March 31, 2019, respectively.

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

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

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UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET

March 31, 2019

(in thousands)

	Historical Bottomline			Historical BankSight			Pro Forma Adjustments			Pro Forma Combined
Assets
Current Assets:
Cash and marketable securities	$	87,990		$	372		$	(2,750	)(A)	$	85,612
Cash held for customers		4,305									4,305
Accounts receivable, net		76,240			149						76,389
Prepaid and other current assets		32,111			79			603	(B)		32,793
Total current assets		200,646			600			(2,147	)		199,099
Property and equipment, net		54,696			20			2	(C)		54,718
Goodwill		204,167						3,121	(D)		207,288
Intangible assets, net		168,819						3,724	(D)		172,543
Other assets		31,610						(2,493	)(E)		29,117
Total assets	$	659,938		$	620		$	2,207		$	662,765
Liabilities and Stockholders’ Equity
Current Liabilities:
Accounts payable	$	11,530		$	13					$	11,543
Accrued expenses and other current liabilities		32,257			42			776	(F)		33,075
Customer account liabilities		4,305									4,305
Deferred revenue		80,082			130			217	(B)		80,429
Total current liabilities		128,174			185			993			129,352
Borrowings under credit facility		110,000									110,000
Deferred revenue, non current		18,722						201	(B)		18,923
Deferred income taxes		8,311						1,017	(G)		9,328
Other liabilities		20,398									20,398
Total liabilities		285,605			185			2,211			288,001
Stockholders’ equity:
Capital stock, at par		47									47
Additionalpaid-in-capital		711,558			5,793			(5,793	)(H)		711,558
Accumulated other comprehensive income (loss)		(35,200	)		19			(19	)(H)		(35,200	)
Treasury stock		(127,095	)								(127,095	)
Accumulated deficit		(174,977	)		(5,377	)		5,808	(H)		(174,546	)
Total stockholders’ equity		374,333			435			(4	)		374,764
Total liabilities and stockholders’ equity	$	659,938		$	620		$	2,207		$	662,765

See accompanying notes

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UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENTS OF OPERATIONS

For the Twelve Months Ended June 30, 2018

(in thousands)

	Historical Bottomline			Historical BankSight			Pro Forma Adjustments			Pro Forma Combined
Revenues:
Subscriptions, transactions, service and maintenance	$	377,289		$	751					$	378,040
Software licenses		10,277									10,277
Other		6,530									6,530
Total revenues		394,096			751						394,847
Cost of revenues:
Subscriptions, transactions, service and maintenance		169,283			162		$	64	(J)		169,509
Software licenses		815									815
Other		3,032									3,032
Total cost of revenues		173,130			162			64			173,356
Gross profit		220,966			589			(64	)		221,491
Amortization of acquired intangible assets		22,076			—			745	(I)		22,821
Operating expenses		193,059			2,319			776	(J)		196,154
Income (loss) from operations		5,831			(1,730	)		(1,585	)		2,516
Other expense, net		(4,706	)					(35	)(K)		(4,741	)
Income (loss) before income taxes		1,125			(1,730	)		(1,620	)		(2,225	)
Income tax benefit (provision)		8,203			(5	)		542	(L)		8,740
Net income (loss)	$	9,328		$	(1,735	)	$	(1,078	)	$	6,515
Basic and diluted net income per common share		0.24									0.17
Shares used in computing basic net income per share		38,227						20	(M)		38,247
Shares used in computing basic net income per share		39,326						100	(M)		39,426

See accompanying notes

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UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

For the Nine Months Ended March 31, 2019

(in thousands)

	Historical Bottomline			Historical BankSight			Pro Forma Adjustments			Pro Forma Combined
Revenues:
Subscriptions, transactions, service and maintenance	$	296,605		$	682					$	297,287
Software licenses		13,979									13,979
Other		3,137									3,137
Total revenues		313,721			682						314,403
Cost of revenues:
Subscriptions, transactions, service and maintenance		132,696			232		$	48	(J)		132,976
Software licenses		667									667
Other		2,461									2,461
Total cost of revenues		135,824			232			48			136,104
Gross profit		177,897			450			(48	)		178,299
Amortization of acquired intangible assets		15,809			—			559	(I)		16,368
Operating expenses		159,983			1,404			582	(J)		161,969
Income (loss) from operations		2,105			(954	)		(1,189	)		(38	)
Other expense, net		(2,334	)					(26	)(K)		(2,360	)
Loss before income taxes		(229	)		(954	)		(1,215	)		(2,398	)
Income tax benefit (provision)		6,104			(4	)		334	(L)		6,434
Net income (loss)	$	5,875		$	(958	)	$	(881	)	$	4,036
Basic net income per common share		0.15									0.10
Diluted net income per common share		0.14									0.10
Shares used in computing basic net income per share		40,412									40,412
Shares used in computing basic net income per share		41,650						100	(M)		41,750

See accompanying notes

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NOTES TO THE UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

1. Pro Forma Adjustments (dollar amounts in thousands):

The following pro forma adjustments are included in the unaudited pro forma condensed combined balance sheet:

(A) To record cash paid by Bottomline as purchase consideration to the selling stockholders of BankSight.

(B) To adjust deferred revenue to fair value and to record contract assets on acquired customer contracts

(C) To reflect fair value adjustments for acquired property, plant and equipment.

(D) To reflect intangible assets arising from the acquisition, as follows:

Goodwill	$	3,121
Customer and technology assets		3,724
	$	6,845

The valuation of the acquired intangible assets has not been finalized by Bottomline and these intangible asset values are likely to change in the final purchase price allocation.

(E) To reclassify the fair value of Bottomline’s prior investment in BankSight in the amount of $3,510 and to recognize deferred tax assets of $1,017. These deferred tax assets are now expected to be realized, as BankSight’s deferred tax liabilities provide a source of future taxable income.

(F) To record transaction related costs

(G) To record adjustment for deferred tax liabilities arising in the acquisition. The deferred tax liabilities relate to finite lived intangible assets that will be amortized for financial reporting purposes but that will not be deductible for tax return purposes. This amount is subject to change as the allocation of intangible asset value between finite lived intangible assets and goodwill is finalized.

(H) To record the elimination of the historical stockholders equity of BankSight, net of an increase to retained deficit for transaction related costs and net of a decrease to retained deficit due to the reduction of a portion of Bottomline’s valuation allowance against deferred tax assets.

The following pro forma adjustments are included in the unaudited pro forma condensed combined statement of operations:

(I) To record additional amortization expense related to the customer and technology intangible assets arising in the acquisition. The valuation of the acquired intangible assets has not been finalized by Bottomline and the asset values and the estimated asset lives are likely to change in the final purchase price allocation. Further, pro forma amortization expense has been calculated herein using the straight line method. Upon completion of the valuation process, the Company may conclude that the intangible assets should be amortized on a basis other than straight line. For purposes of the pro forma adjustments presented, we have used an estimated life of 5 years

(J) To record share based payment expense related to compensatory awards of restricted stock issued as part of the acquisition and to BankSight employees who were hired by Bottomline. The restricted stock was valued based on the closing price of Bottomline’s common stock on the acquisition date (June 3, 2019) and expense is recognized on a straight line basis over the vesting period of five years.

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(K) To record a reduction in interest income as a result of the total cash purchase price paid by Bottomline, inclusive of its initial investment. The pro forma impact on interest income is based on recent interest income yields experienced by Bottomline.

(L) To record the tax impact of the pro forma adjustments at the statutory tax rates in effect for the periods presented

(M) To record effect of restricted stock issued. Restricted stock is included in the basic share count upon vesting, but is included in the diluted share count upon issuance.

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