Supplementary Materials Second Quarter Fiscal 2018 Earnings Call

Transcription

1 Supplementary Materials Second Quarter Fiscal 2018 Earnings Call February 1,

2 Safe Harbor This document contains forwardlooking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including financial projections subject to risks, uncertainties and other factors that could materially affect our actual results. Actual results may differ materially from those indicated by such forwardlooking statements as a result of various important factors including, among others, competition, market demand, technological change, strategic relationships, recent acquisitions, international operations and general economic conditions. Any forwardlooking statements or financial projections represent our views only as of today and should not be relied upon as representing our views as of any subsequent date. We do not assume any obligation to update any forwardlooking statements or financial projections. Further, our financial projections do not consider the impact of any pending or future changes to accounting pronouncements under US Generally Accepted Accounting Principles. For additional discussion of factors that could impact our operational and financial results, please refer to our Form 10K for the fiscal year ended June 30, 2017 and subsequently filed Form 10Qs and Form 8Ks or amendments thereto. NonGAAP Financial Information The financial results and projections in this document are presented on both a GAAP and a nongaap basis. NonGAAP projections include core operating income, adjusted EBITDA, adjusted EBITDA margin, core operating margin, core earnings per share and constant currency growth. Reconciliations of our non GAAP results and guidance to the most directly comparable GAAP results and guidance are included at the end of this document. 2

3 Q2 Core Results Strategic Plan Subscription and Transaction Revenue Growth 21% Above 1520% target Drive subscription and transaction revenue growth of 1520% per year Established Products Subscription and Transaction Revenue Total Revenue Core Operating Income 48.3M 74.2M 16.5M Attractive economic model with expanding margins Expand operating and EBITDA margins Core Operating Margin 22% Invest in market leading cloud payment solutions Sell key product sets in subscription and transaction revenue model Allocate capital with discipline Transitioning Products Subscription and Transaction Revenue Growth 4% Subscription and Transaction Revenue 14.9M Total Revenue 21.0M Core Operating Income 1.1M Core Operating Margin 5% Subscription and Transaction Revenue Growth 14% 14 million of annual subscriptions currently in implementation and not yet live Margins will expand as new subscriptions go live Consolidated Bottomline Subscription and Transaction Revenue 63.2M Total Revenue 95.2M Core Operating Income 17.6M Core Operating Margin 19% 90 million annualized EBITDA is up 20% yearoveryear, reflecting attractive business model Adjusted EBITDA 22.5M Adjusted EBITDA Margin 24% Eliminated convertible bond without diluting shareholders Core EPS 0.31 Core operating income, adjusted EBITDA, adjusted EBITDA margin, core operating margin and core EPS are nongaap measures. Definitions and reconciliations to the most directly comparable GAAP measures are included at the end of this document. Growth rates expressed in constant currency. 3

4 Revenue Mix Evolution 66% of revenue is subscription and transaction, growing at 1520% per year (up from 64% a year ago) 86% of overall revenue is recurring Strategically, we provide services only as necessary to ensure our customers success We offer software license only in select market circumstances 86% of Revenue is Recurring Maintenance 19% Fiscal Years Software License Revenue Subs & Trans 66% Services 12% Software 3% 4 Fiscal Years Fiscal Years 4

5 Q3 18 Core Guidance (in millions, except for per share amounts and margin percentages) Established Transitioning Total Bottomline Subscription & transaction Y/Y growth 21% 7% 17% Subscription & transaction revenue Total Revenue Core operating income (1) Core operating margin % (1) 15% Adjusted EBITDA (1) 20 Adjusted EBITDA as a % of Revenue (1) 21% EPS ) Core operating income, adjusted EBITDA, core operating margin and core EPS are non GAAP measures. Definitions and reconciliations to the most directly comparable GAAP measures are included at the end of this document. 2) Transitioning product represents our Digital Banking Segment as defined in our SEC filings. 5

6 FY18 Core Guidance (in millions, except for per share amounts and margin percentages) Established Transitioning Total Bottomline Subscription & transaction Y/Y growth 21% 2% 15% Subscription & transaction revenue Total Revenue Core operating income (1) Core operating margin % (1) 17% Adjusted EBITDA (1) Adjusted EBITDA as a % of Revenue (1) 22% EPS ) Core operating income, adjusted EBITDA, core operating margin and core EPS are non GAAP measures. Definitions and reconciliations to the most directly comparable GAAP measures are included at the end of this document. 2) Transitioning product represents our Digital Banking Segment as defined in our SEC filings. 6

7 Key benefits of recent US Tax reform The Tax Cuts and Jobs Act was signed on December 22 nd 2017 We continue to analyze the opportunities and impacts to Bottomline Key opportunities and impacts are as follows: We will not face US income tax barriers 1 to the repatriation of overseas cash We do not expect to face any transition tax on this accumulated cash GAAP P&L benefits: We will report a onetime GAAP tax benefit of 4 million from revaluing our net deferred tax liabilities. Our GAAP tax rate is expected to drop from ~3% in Q1 18 to 5% overall for FY18 and 11%13% in FY19 Core P&L benefits Our core tax rate will drop from ~30% currently to ~25% in FY19, while in the remainder of FY18 we will accrue at blended rate of 2728% As of December 31, 2017 Bottomline had 152 million of NOLs 1 No decision has been reached regarding repatriation of overseas cash. Final evaluation will also consider customer perceptions, local taxes, and financial reporting dimensions. 7

8 Reconciliations to the Most Directly Comparable GAAP Results and Guidance and Definitions of NonGAAP Financial Measures 8

9 Q3 18 GAAP Reconciliation (in millions, except for per share amounts and margin percentages) Established Transitioning Total Bottomline Subscription & transaction Y/Y growth 21% 7% 17% Subscription & transaction revenue Total Revenue Operating loss (1) Operating loss % (1%) Net loss (2) EPS (0.04) 1) Transitioning product represents our Digital Banking Segment as defined in our SEC filings. 9

10 Q3 18 Guidance Reconciliation (in millions, except for per share amounts) Operating Income Operating Margin Total Bottomline Q3 18 Q3 18 GAAP Operating Income / GAAP Operating Margin (1) (1%) Adjustments: Amortization of Intangible Assets 6 6% Equity Based Compensation 8 8% Global ERP system implementation and other costs 2 2% Minimum pension liability adjustments 0 0% Core Operating Income / Core Operating Margin 15 15% GAAP earnings per share (0.04) Adjustments: Amortization of Intangible Assets 0.15 Equity Based Compensation 0.21 Global ERP system implementation costs 0.05 Minimum pension liability adjustments 0.00 Amortization of debt issuance and debt discount costs 0.00 Non recurring tax benefit Tax effect on non GAAP income (0.12) Core earnings per share ) Core operating income, adjusted EBITDA, adjusted EBITDA margin, core operating margin and core EPS are non GAAP measures. Definitions are included at the end of this document. 2) The table above presents a reconciliation of our Core guidance to our GAAP guidance. It is impracticable to separately reconcile GAAP guidance to Core guidance for the Established Products and Transitioning Product components of our business, because the non GAAP adjustments affecting such a reconciliation are excluded from our operating segment measures of profit or loss and therefore these amounts are not tracked in or allocated to any individual operating component of our business and are not available without unreasonable efforts. 10

11 Q3 18 Guidance Reconciliation (continued) Reconciliation of Reconciliation of Adjusted EBITDA Adjusted EBITDA Margin Q3 18 Q3 18 GAAP Net loss / GAAP Net loss margin (2) (2%) Adjustments: Other expense, net 1 1% Provision for (benefit from) income taxes 0 0% Depreciation and amortization 5 5% Amortization of acquired intangible assets 6 6% Stock based compensation expense 8 8% Minimum pension liability adjustments 0 0% Global ERP system implementation and other costs 2 2% Adjusted EBITDA / Adjusted EBITDA margin 20 21% 1) The table above presents a reconciliation of our Core guidance to our GAAP guidance. Adjusted EBITDA and Adjusted EBITDA margin are non GAAP measures. Definitions are included at the end of this document. 11

12 FY18 GAAP Reconciliation (in millions, except for per share amounts and margin percentages) Established Transitioning Total Bottomline Subscription & transaction Y/Y growth 21% 2% 15% Subscription & transaction revenue Total Revenue Operating income 1 Operating margin % 0% Net loss (5) EPS (0.13) 1) Transitioning product represents our Digital Banking Segment as defined in our SEC filings. 12

13 FY18 Guidance Reconciliation (in millions, except for per share amounts) Operating Income Operating Margin Total Bottomline FY18 FY18 GAAP Operating Income / GAAP Operating Margin 1 0% Adjustments: Amortization of Intangible Assets 22 6% Equity Based Compensation 33 9% Global ERP system implementation and other costs 8 2% Acquisition and integration related expenses 1 0% Restructuring benefit (0) (0%) Minimum pension liability adjustments 0 0% Core Operating Income / Core Operating Margin 67 17% GAAP earnings per share (0.13) Adjustments: Amortization of Intangible Assets 0.57 Equity Based Compensation 0.85 Global ERP system implementation and other costs 0.22 Acquisition and integration related expenses 0.04 Restructuring benefit (0.00) Minimum pension liability adjustments 0.00 Amortization of debt issuance and debt discount costs 0.17 Tax effect on non GAAP income (0.45) Core earnings per share ) Core operating income, adjusted EBITDA, adjusted EBITDA margin, core operating margin and core EPS are non GAAP measures. Definitions are included at the end of this document. 2) The table above presents a reconciliation of our Core guidance to our GAAP guidance. It is impracticable to separately reconcile GAAP guidance to Core guidance for the Established Products and Transitioning Product components of our business, because the non GAAP adjustments affecting such a reconciliation are excluded from our operating segment measures of profit or loss and therefore these amounts are not tracked in or allocated to any individual operating component of our business and are not available without unreasonable efforts. 13

14 FY18 Guidance Reconciliation (continued) Reconciliation of Adjusted EBITDA FY18 Reconciliation of Adjusted EBITDA Margin FY18 GAAP Net loss / GAAP Net loss margin (5) (1%) Adjustments: Other expense, net 10 3% Provision for (benefit from) income taxes (4) (1%) Depreciation and amortization 21 6% Amortization of acquired intangible assets 22 6% Stock based compensation expense 33 9% Acquisition and integration related expenses 1 0% Restructuring expenses (0) (0%) Minimum pension liability adjustments 0 0% Global ERP system implementation and other costs 8 2% Adjusted EBITDA / Adjusted EBITDA margin 87 22% 1) The table above presents a reconciliation of our Core guidance to our GAAP guidance. Adjusted EBITDA and Adjusted EBITDA margin are non GAAP measures. Definitions are included at the end of this document. 14

15 Bottomline Technologies Reconciliation of NonGAAP Measures Three Months Ended December 31, 2017 GAAP Revenues: Subscriptions and transactions Software licenses Service and maintenance Other 63,187 2,620 28, Total revenues 95,195 Amortization of AcquisitionRelated Intangible Assets Acquisition and IntegrationRelated Expenses Stockbased Compensation Minimum Pension Liability Adjustments 27, , (673) (565) (24) Total cost of revenues 41,099 (1,238) (24) Gross profit 54,096 1, ,396 13,892 10,981 5,702 (5,702) (3,319) (1,345) (2,178) (3) (14) (339) Total operating expenses 51,971 (5,702) (6,842) (356) Income from operations 2,125 5,702 8, Other expense, net (3,532) Income (loss) before income taxes Provision for (benefit from) income taxes (1,407) (4,495) 5,702 3,088 5, % Shares used in computing net income per share: Basic Diluted , , % % Global ERP System Implementation and Other Costs Nonrecurring Tax Benefit (2) Tax Effect on NonGAAP Income NonGAAP 63,187 2,620 28, % of Revenue 66% 3% 30% 1% 95, % Margins 58% 91% 56% 27% 26, , (3) 39, ,361 58% (3) 3 Operating expenses: Sales and marketing Product development and engineering General and administrative Amortization of acquisitionrelated intangible assets Basic net income per share Diluted net income per share (1) Cost of revenues: Subscriptions and transactions Software licenses Service and maintenance Other Net income (loss) (1) Amortization of Debt Issuance and Debt Discount costs % 38,087 39,344 (1,339) 18,074 12,533 7,125 % of Revenue 19% 13% 7% 0% (1,339) 37,732 40% 1,339 17,629 19% 2,576 2,576 1,339 4,402 4,577 16,673 4,484 18% 5% 2, % 1, % (4,402) 4.6% (4,577) 4.8% 12,189 13% (956) 1% ,908 (1) Core net income and core earnings per share are nongaap measures and exclude certain items, specifically amortization of acquisitionrelated intangible assets, goodwill impairment charges, stockbased compensation, acquisition and integrationrelated expenses, restructuring related costs, minimum pension liability adjustments, noncore charges associated with our convertible notes and revolving credit facility, global enterprise resource planning (ERP) system implementation costs, and other noncore or nonrecurring gains or losses that arise from time to time. In computing diluted core earnings per share, we exclude the weighted average dilutive effect of shares issuable under our convertible senior notes to the extent that any such dilution would be offset by our note hedges; the note hedges would be considered an antidilutive security under GAAP. (2) The nonrecurring tax benefit in the three and six months ended December 31, 2017 represents a benefit arising from the revaluation of certain deferred tax liabilities as a result of the U.S. Tax Cuts and Jobs Act. 15

16 Bottomline Technologies Reconciliation of NonGAAP Measures Three Months Ended December 31, 2016 Amortization of AcquisitionRelated Intangible Assets GAAP Revenues: Subscriptions and transactions Software licenses Service and maintenance Other 55,644 3,492 25,920 1,672 Total revenues 86,728 Goodwill Impairment Charge Acquisition and IntegrationRelated Expenses Stockbased Compensation Minimum Pension Liability Adjustments Amortization of Debt Issuance and Debt Discount costs Global ERP System Implementation and Other Costs Nonrecurring Tax Benefit (2) 100% 24, ,083 1,178 Margins 57% 94% 53% 30% 37,643 49,085 57% 16,134 11,657 6,769 % of Revenue 19% 13% 8% 0% 0% 24, ,416 1,178 (415) (1,235) (167) (14) (98) Total cost of revenues 39,572 (1,650) (167) (112) Gross profit 47,156 1, NonGAAP % of Revenue 64% 4% 30% 2% 55,644 3,492 25,920 1,672 86,728 Cost of revenues: Subscriptions and transactions Software licenses Service and maintenance Other Operating expenses: Sales and marketing Product development and engineering General and administrative Amortization of acquisitionrelated intangible assets Goodwill impairment charge Tax Effect on NonGAAP Income 19,325 13,082 11,772 6,090 7,529 (6,090) (7,529) (3,118) (1,349) (2,539) (2) (6) (347) (71) (70) (11) (2,106) Total operating expenses 57,798 (6,090) (7,529) (7,006) (355) (152) (2,106) 34,560 40% Income (loss) from operations (10,642) 6,090 7,529 8, ,106 14,525 17% (4,182) 3,454 (14,824) (4,478) 6,090 7,529 8, ,454 2,106 4,461 (10,346) 6, % 7, % 8, % % % 3, % 2, % (4,461) 5.1% Other expense, net Income (loss) before income taxes Provision for (benefit from) income taxes Net income (loss) (1) Basic net loss per share (0.27) Diluted net income (loss) per share (1) (0.27) Shares used in computing net income (loss) per share: Basic Diluted 37,769 37,769 (728) 1% 4,152 13,797 4,135 16% 5% (4,152) 4.8% 9,662 11% ,862 (1) Core net income and core earnings per share are nongaap measures and exclude certain items, specifically amortization of acquisitionrelated intangible assets, goodwill impairment charges, stockbased compensation, acquisition and integrationrelated expenses, restructuring related costs, minimum pension liability adjustments, noncore charges associated with our convertible notes and revolving credit facility, global enterprise resource planning (ERP) system implementation costs, and other noncore or nonrecurring gains or losses that arise from time to time. In computing diluted core earnings per share, we exclude the weighted average dilutive effect of shares issuable under our convertible senior notes to the extent that any such dilution would be offset by our note hedges; the note hedges would be considered an antidilutive security under GAAP. (2) The nonrecurring tax benefit in the three and six months ended December 31, 2016 represents a tax benefit in Switzerland related to the impairment of their investment in Intellinx, Ltd. 16

17 Bottomline Technologies Reconciliation of NonGAAP Measures Six Months Ended December 31, 2017 Amortization of AcquisitionRelated Intangible Assets GAAP Revenues: Subscriptions and transactions Software licenses Service and maintenance Other Total revenues 123,901 4,985 55,775 1, ,491 Acquisition and IntegrationRelated Expenses Stockbased Compensation 54, ,200 1,368 (1,358) (1,196) (29) Total cost of revenues 81,579 (2,554) 104,912 2,554 Operating expenses: Sales and marketing Product development and engineering General and administrative Amortization of acquisitionrelated intangible assets Tax Effect on NonGAAP Income NonGAAP 123,901 4,985 55,775 1,830 % of Revenue 66% 3% 30% 1% 186, % Margins 57% 92% 57% 25% 53, ,989 1,368 (29) 2 (17) 78, (2) ,510 58% (9) (10) (2) (3,415) 33,871 24,669 13,920 % of Revenue 18% 13% 7% 0% (1,343) 7 (21) (3,415) 72,460 39% 16,540 1,372 (9) 38 3,415 35,050 19% 6,285 (1,710) 1% (5,191) (4,038) 10,890 16,540 1, ,285 3,415 4,402 9,119 33,340 9,483 18% 5% (1,153) 10, % 16, % 1, % % 6, % 3, % (4,402) 2.4% (9,119) 4.9% 23,857 13% (50) (250) (1,043) 102,108 (10,890) (13,986) 2,804 10,890 Other expense, net (7,995) Income (loss) before income taxes Provision for (benefit from) income taxes Basic net loss per share (0.03) Diluted net income (loss) per share (1) (0.03) Shares used in computing net income (loss) per share: Basic Diluted Nonrecurring Tax Benefit (2) (6,772) (2,783) (4,431) Net income (loss) (1) Global ERP System Implementation and Other Costs (2) (15) (10,890) Income (loss) from operations Amortization of Debt Issuance and Debt Discount costs 2 40,701 27,707 22,810 10,890 Total operating expenses Cost of revenues: Subscriptions and transactions Software licenses Service and maintenance Other Gross profit Minimum Pension Liability Adjustments Restructuring Expenses (9) (9) 0.0% 37,908 37, ,610 (1) Core net income and core earnings per share are nongaap measures and exclude certain items, specifically amortization of acquisitionrelated intangible assets, goodwill impairment charges, stockbased compensation, acquisition and integrationrelated expenses, restructuring related costs, minimum pension liability adjustments, noncore charges associated with our convertible notes and revolving credit facility, global enterprise resource planning (ERP) system implementation costs, and other noncore or nonrecurring gains or losses that arise from time to time. In computing diluted core earnings per share, we exclude the weighted average dilutive effect of shares issuable under our convertible senior notes to the extent that any such dilution would be offset by our note hedges; the note hedges would be considered an antidilutive security under GAAP. (2) The nonrecurring tax benefit in the three and six months ended December 31, 2017 represents a benefit arising from the revaluation of certain deferred tax liabilities as a result of the U.S. Tax Cuts and Jobs Act. 17

18 Bottomline Technologies Reconciliation of NonGAAP Measures Six Months Ended December 31, 2016 Amortization of AcquisitionRelated Intangible Assets GAAP Revenues: Subscriptions and transactions Software licenses Service and maintenance Other 107,776 5,613 53,593 2,830 Total revenues 169,812 Goodwill Impairment Charge Acquisition and IntegrationRelated Expenses Stockbased Compensation Minimum Pension Liability Adjustments Amortization of Debt Issuance and Debt Discount costs Global ERP System Implementation and Other Costs Nonrecurring Tax Benefit (2) Tax Effect on NonGAAP Income NonGAAP % of Revenue 63% 3% 32% 2% 107,776 5,613 53,593 2, , % Margins 56% 94% 54% 27% Cost of revenues: Subscriptions and transactions Software licenses Service and maintenance Other 48, ,701 2,056 (782) (2,084) (293) (28) (202) 47, ,415 2,056 Total cost of revenues 77,749 (2,866) (293) (230) 74,360 Gross profit 92,063 2, ,452 56% Operating expenses: Sales and marketing Product development and engineering General and administrative Amortization of acquisitionrelated intangible assets Goodwill impairment charge 38,200 26,017 24,476 12,375 7,529 (12,375) (7,529) (6,403) (2,705) (4,881) (22) (12) (1,444) (145) (143) (23) (4,597) 31,630 23,157 13,531 % of Revenue 19% 14% 8% 0% 0% Total operating expenses 108,597 (12,375) (7,529) (13,989) (1,478) (311) (4,597) 68,318 40% Income (loss) from operations (16,534) 12,375 7,529 16,855 1, % (8,117) (24,651) (3,797) 12,375 7,529 16,855 (20,854) 12, % 7, % 16, % Other expense, net Income (loss) before income taxes Provision for (benefit from) income taxes Net income (loss) (1) Basic net loss per share (0.55) Diluted net income (loss) per share (1) (0.55) Shares used in computing net income (loss) per share: Basic Diluted 37,854 37,854 4,597 27,134 6,826 (1,291) 1% 1, ,826 4,597 4,461 7,130 25,843 7,794 15% 5% 1, % % 6, % 4, % (4,461) 2.6% (7,130) 4.2% 18,049 11% ,945 (1) Core net income and core earnings per share are nongaap measures and exclude certain items, specifically amortization of acquisitionrelated intangible assets, goodwill impairment charges, stockbased compensation, acquisition and integrationrelated expenses, restructuring related costs, minimum pension liability adjustments, noncore charges associated with our convertible notes and revolving credit facility, global enterprise resource planning (ERP) system implementation costs, and other noncore or nonrecurring gains or losses that arise from time to time. In computing diluted core earnings per share, we exclude the weighted average dilutive effect of shares issuable under our convertible senior notes to the extent that any such dilution would be offset by our note hedges; the note hedges would be considered an antidilutive security under GAAP. (2) The nonrecurring tax benefit in the three and six months ended December 31, 2016 represents a tax benefit in Switzerland related to the impairment of their investment in Intellinx, Ltd. 18

19 Reconciliation of Adjusted EBITDA and Adjusted EBITDA margin Reconciliation of Adjusted EBITDA Reconciliation of Adjusted EBITDA Margin Three Months Ended Three Months Ended 12/31/17 12/31/16 12/31/17 12/31/16 GAAP Net income (loss) / GAAP Net income (loss) margin 3,088 (10,346) 3% (12%) Adjustments: Other expense, net 3,532 4,182 4% 5% Income tax benefit (4,495) (4,478) (5%) (5%) Depreciation and amortization 4,875 4,154 5% 5% Amortization of acquisitionrelated intangible assets 5,702 6,090 6% 7% Goodwill impairment charge 7,529 0% 9% Stockbased compensation expense 8,080 8,656 9% 10% Acquisition and integrationrelated expenses % 1% Minimum pension liability adjustments % 0% Global ERP system implementation and other costs 1,339 2,106 2% 2% Adjusted EBITDA / Adjusted EBITDA margin 22,504 18,679 24% 22% (1) The table above presents reconciliations of adjusted EBITDA to GAAP Net income (loss) and Adjusted EBITDA margin to GAAP Net income (loss) margin. Adjusted EBITDA and Adjusted EBITDA margin are nongaap measures. Adjusted EBITDA represents our GAAP net income or loss, adjusted for charges related to interest expense, income taxes, depreciation and amortization, and other charges. Adjusted EBITDA margin represents Adjusted EBITDA divided by revenue. 19

20 Reconciliation of Adjusted EBITDA and Adjusted EBITDA margin Reconciliation of Adjusted EBITDA Reconciliation of Adjusted EBITDA Margin Six Months Ended Six Months Ended 12/31/17 12/31/16 12/31/17 12/31/16 GAAP Net loss / GAAP Net loss margin (1,153) (20,854) (1%) (12%) Adjustments: Other expense, net 7,995 8,117 4% 5% Income tax benefit (4,038) (3,797) (2%) (2%) Depreciation and amortization 9,543 8,241 5% 5% Amortization of acquisitionrelated intangible assets 10,890 12,375 6% 7% Goodwill impairment charge 7,529 0% 4% Stockbased compensation expense 16,540 16,855 9% 10% Acquisition and integrationrelated expenses 1,372 1,771 1% 1% Restructuring benefit (9) 0% 0% Minimum pension liability adjustments % 0% Global ERP system implementation and other costs 3,415 4,597 2% 3% Adjusted EBITDA / Adjusted EBITDA margin 44,593 35,375 24% 21% (1) The table above presents reconciliations of adjusted EBITDA to GAAP Net income (loss) and Adjusted EBITDA margin to GAAP Net income (loss) margin. Adjusted EBITDA and Adjusted EBITDA margin are nongaap measures. Adjusted EBITDA represents our GAAP net income or loss, adjusted for charges related to interest expense, income taxes, depreciation and amortization, and other charges. Adjusted EBITDA margin represents Adjusted EBITDA divided by revenue. 20

21 Reconciliation of Diluted Core Earnings Per Share Three Months Ended Six Months Ended 12/31/17 12/31/16 12/31/17 12/31/16 GAAP diluted net income (loss) per share 0.08 (0.27) (0.03) (0.55) Plus: Amortization of acquisitionrelated intangible assets Goodwill impairment charge Stockbased compensation expense Acquisition and integrationrelated expenses Global ERP system implementation and other costs Minimum pension liability adjustments Amortization of debt issuance and debt discount costs Nonrecurring tax benefit (0.11) (0.12) (0.11) (0.12) Tax effects on nongaap income (0.12) (0.11) (0.24) (0.19) Diluted core earnings per share Numerator: Three Months Ended Six Months Ended 12/31/17 12/31/16 12/31/17 12/31/16 Core net income 12,189 9,662 23,857 18,049 Denominator: Weighted average shares used in computing basic net income (loss) per share for GAAP 38,087 37,769 37,908 37,854 Impact of dilutive securities (shares related to conversion feature on convertible senior notes, stock options, restricted stock awards and employee stock purchase plan) (1) 1, GAAP diluted shares 39,344 37,862 38,827 37,945 Impact of note hedges (2) (436) (217) Weighted average shares used in computing diluted core earnings per share 38,908 37,862 38,610 37,945 (1) These securities are dilutive on a GAAP basis in periods where we report GAAP net income. These securities are antidilutive on a GAAP basis in periods where we report GAAP net loss. (2) In computing diluted core earnings per share, we exclude the weighted average dilutive effect of shares issuable under our convertible senior notes to the extent that any such dilution would be offset by our note hedges; the note hedges would be considered an antidilutive security under GAAP. 21

22 NonGAAP Financial Measures We have presented supplemental nongaap financial measures as part of this earnings release. The presentation of this nongaap financial information should not be considered in isolation from, or as a substitute for, our financial results presented in accordance with GAAP. Core net income, core earnings per share, constant currency information, adjusted EBITDA and adjusted EBITDA as a percent of revenue are nongaap financial measures. Core net income and core earnings per share exclude certain items, specifically amortization of acquisition related intangible assets, goodwill impairment charges, stockbased compensation, acquisition and integrationrelated expenses, restructuring related costs, minimum pension liability adjustments, noncore charges associated with our convertible notes and revolving credit facility, global enterprise resource planning (ERP) system implementation and other costs, and other noncore or nonrecurring gains or losses that arise from time to time. Noncore charges associated with our convertible notes and revolving credit facility consist of the amortization of debt issuance and debt discount costs. Acquisition and integrationrelated expenses include legal and professional fees and other direct transaction costs associated with business and asset acquisitions, costs associated with integrating acquired businesses, including costs for transitional employees or services, integration related professional services costs and other incremental charges we incur as a direct result of acquisition and integration efforts. Global ERP system implementation and other costs relate to direct and incremental costs incurred in connection with our implementation of a new, global ERP solution, the related technology infrastructure and costs related to our implementation of the new revenue recognition standard under US GAAP. In computing diluted core earnings per share, we exclude the weighted average dilutive effect of shares issuable under our convertible notes to the extent that any such dilution would be offset by our note hedges; the note hedges would be considered an antidilutive security under GAAP. Periodically, such as in periods that include significant foreign currency volatility, we may present certain metrics on a constant currency basis, to show the impact of period to period results normalized for the impact of foreign currency rate changes. We calculate constant currency information by translating prior period financial results using current period foreign exchange rates. Adjusted EBITDA and adjusted EBITDA as a percent of revenue represent our GAAP net income or loss, adjusted for charges related to interest expense, income taxes, depreciation and amortization and other charges, as noted in the reconciliation that follows. We believe that these supplemental nongaap financial measures are useful to investors because they allow for an evaluation of the company with a focus on the performance of its core operations, including more meaningful comparisons of financial results to historical periods and to the financial results of less acquisitive peer and competitor companies. Our executive management team uses these same nongaap financial measures internally to assess the ongoing performance of the company. Additionally, the same nongaap information is used for planning purposes, including the preparation of operating budgets and in communications with our board of directors with respect to our core financial performance. Since this information is not a GAAP measurement of financial performance, there are material limitations to its usefulness on a standalone basis, including the lack of comparability of this presentation to the GAAP financial results of other companies. 22