Blackbaud, Inc.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of
Report (Date of earliest event reported) November 6, 2006
Blackbaud, Inc.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
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000-50600
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11-2617163 |
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(Commission File Number)
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(IRS Employer ID Number) |
2000 Daniel Island Drive, Charleston, South Carolina 29492
(Address of principal executive offices) (Zip Code)
Registrants telephone number, including area code (843) 216-6200
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
Item 8.01. Other Events
As we previously disclosed in our Quarterly Reports on Form 10-Q filed during 2006, in the
first quarter of 2006, as part of the continued refinement of our business strategy, we identified
two modifications to our method of operating and evaluating our
business units, and as a result, we modified our segment reporting under SFAS No. 131. At the
beginning of 2006 we combined our consulting and training businesses under one managerial structure
and began reporting the results of operations of these business units
to the Chief Executive Officer (CEO) as a combined
entity. Additionally, as result of the increased significance of its
subscription revenue, we began to report the operating results from
this business unit separately to the CEO.
Accordingly, we have amended our segment disclosure for the years
ended December 31,2005, 2004 and 2003 to reflect these changes.
Additionally, as a result of the change in segment reporting, we have
modified the consolidated statements of operations to reflect the
reclassification of subscription revenue and cost of revenue to be
shown separately.
The change to our reportable segments noted above did not result in any changes to our
consolidated results of operations, financial position or cash flows. We have revised our
consolidated financial statements (and notes thereto), which were included in our Annual Report on
Form 10-K for the year ended December 31, 2005, in a manner consistent with these changes to our
reportable segments. These consolidated financial statements (and notes thereto) are attached
hereto as Exhibit 99.1. Other than changes to the consolidated statements of operations and Note
14 of the consolidated financial statements to reflect the changes to our reportable segments
discussed above, no other changes have been made to the consolidated financial statements included
in our Annual Report on Form 10-K for the year ended December 31, 2005.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits
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Exhibit No. |
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Description |
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23.1
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Consent of Independent Registered Public Accounting Firm |
99.1
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Restated Consolidated Financial Statements of Blackbaud, Inc. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant
has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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BLACKBAUD, INC. |
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Date: November 6, 2006
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/s/ Timothy V. Williams |
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Timothy V. Williams,
Vice President and Chief Financial Officer |
EX-23.1
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We
hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 (File No. 333-120690) of Blackbaud, Inc., of
our report dated March 13, 2006, except with
respect to our opinion on the Consolidated Financial Statements
insofar as it relates to Note 14, as to which the date is November 6, 2006,
relating to the financial statements, managements assessment of the effectiveness of internal
control over financial reporting and the effectiveness of internal control over financial
reporting, of Blackbaud, Inc., which appears in this Current Report on Form 8-K.
/s/ PricewaterhouseCoopers LLP
Raleigh, North Carolina
November 6, 2006
EX-99.1
Exhibit 99.1
BLACKBAUD, INC.
Index to consolidated financial statements
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Page | |
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F-2 |
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F-4 |
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F-5 |
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F-6 |
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F-7 |
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F-8 |
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F-1
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Stockholders of
Blackbaud, Inc.
We have completed an integrated audit of Blackbaud, Inc.s 2005 consolidated financial statements
and of its internal control over financial reporting as of December 31, 2005 and audits of its 2004
and 2003 consolidated financial statements in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Our opinions, based on our audits, are presented below.
Consolidated financial statements
In our opinion, the consolidated financial statements listed in the accompanying index present
fairly, in all material respects, the financial position of Blackbaud, Inc. and its subsidiaries at
December 31, 2005 and 2004, and the results of their operations and their cash flows for each of
the three years in the period ended December 31, 2005 in conformity with accounting principles
generally accepted in the United States of America. These financial statements are the
responsibility of the Companys management. Our responsibility is to express an opinion on these
financial statements based on our audits. We conducted our audits of these statements in accordance
with the standards of the Public Company Accounting Oversight Board (United States). Those
standards require that we plan and perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An audit of financial statements
includes examining, on a test basis, evidence supporting the amounts and disclosures in the
financial statements, assessing the accounting principles used and significant estimates made by
management, and evaluating the overall financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.
Internal control over financial reporting
Also, in our opinion, managements assessment, included in Managements Report on Internal Control
Over Financial Reporting (not separately presented herein), that the Company maintained effective
internal control over financial reporting as of December 31, 2005, based on criteria established in
Internal Control Integrated Framework issued by the Committee of Sponsoring Organizations of the
Treadway Commission (COSO), is fairly stated, in all material respects, based on those criteria.
Managements Report on Internal Control Over Financial Reporting appears under Item 9A of the
Companys Annual Report on Form 10-K for the year ended December 31, 2005. Furthermore, in our
opinion, the Company maintained, in all material respects, effective internal control over
financial reporting as of December 31, 2005, based on criteria established in Internal Control
Integrated Framework issued by the COSO. The Companys management is responsible for maintaining
effective internal control over financial reporting and for its assessment of the effectiveness of
internal control over financial reporting. Our responsibility is to express opinions on
managements assessment and on the effectiveness of the Companys internal control over financial
reporting based on our audit. We conducted our audit of internal control over financial reporting
in accordance with the standards
F-2
of the Public Company Accounting Oversight Board (United States). Those standards require that we
plan and perform the audit to obtain reasonable assurance about whether effective internal control
over financial reporting was maintained in all material respects. An audit of internal control over
financial reporting includes obtaining an understanding of internal control over financial
reporting, evaluating managements assessment, testing and evaluating the design and operating
effectiveness of internal control, and performing such other procedures as we consider necessary in
the circumstances. We believe that our audit provides a reasonable basis for our opinions.
A companys internal control over financial reporting is a process designed to provide reasonable
assurance regarding the reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally accepted accounting principles. A
companys internal control over financial reporting includes those policies and procedures that (i)
pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the
transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that
transactions are recorded as necessary to permit preparation of financial statements in accordance
with generally accepted accounting principles, and that receipts and expenditures of the company
are being made only in accordance with authorizations of management and directors of the company;
and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use, or disposition of the companys assets that could have a material effect on the
financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or
detect misstatements. Also, projections of any evaluation of effectiveness to future periods are
subject to the risk that controls may become inadequate because of changes in conditions, or that
the degree of compliance with the policies or procedures may deteriorate.
/s/ PricewaterhouseCoopers LLP
Raleigh, North Carolina
March 13, 2006, except with respect to our opinion on the
Consolidated Financial Statements insofar as it relates to Note 14,
as to which the date is November 6, 2006
F-3
Blackbaud, Inc.
Consolidated balance sheets
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December 31, | |
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(in thousands, except share and per share amounts) |
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2005 | |
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2004 | |
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Assets
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Current assets:
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Cash and cash equivalents
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$ |
22,683 |
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$ |
42,144 |
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Accounts receivable, net of allowance of $1,100 and $1,420,
respectively
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25,577 |
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19,580 |
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Prepaid expenses and other current assets
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8,741 |
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1,806 |
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Deferred tax asset, current portion
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7,600 |
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542 |
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Total current assets
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64,601 |
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64,072 |
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Property and equipment, net
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8,700 |
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7,199 |
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Deferred tax asset
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71,487 |
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87,522 |
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Goodwill
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2,208 |
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1,673 |
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Intangible assets, net
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396 |
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Other assets
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106 |
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342 |
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Total assets
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$ |
147,498 |
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$ |
160,808 |
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Liabilities and Stockholders Equity
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Current liabilities:
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Trade accounts payable
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$ |
4,683 |
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$ |
2,653 |
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Current portion of capital lease obligations
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44 |
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Accrued expenses and other current liabilities
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15,806 |
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16,019 |
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Deferred revenue
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59,459 |
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51,593 |
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Total current liabilities
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79,948 |
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70,309 |
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Long-term deferred revenue
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1,279 |
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710 |
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Total liabilities
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81,227 |
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71,019 |
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Commitments and contingencies (Note 10)
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Stockholders equity:
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Preferred stock; 20,000,000 shares authorized, none
outstanding
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Common stock, $.001 par value; 180,000,000 shares
authorized, 47,529,836 and 42,549,056 shares issued at
December 31, 2005 and 2004, respectively
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48 |
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43 |
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Additional paid-in capital
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73,583 |
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55,292 |
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Deferred compensation
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(6,497 |
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(1,064 |
) |
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Treasury stock, at cost; 4,267,313 shares at
December 31, 2005
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(60,902 |
) |
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Accumulated other comprehensive income
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92 |
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355 |
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Retained earnings
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59,947 |
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35,163 |
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Total stockholders equity
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66,271 |
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89,789 |
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Total liabilities and stockholders equity
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$ |
147,498 |
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$ |
160,808 |
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The accompanying notes are an integral part of these
consolidated financial statements.
F-4
Blackbaud, Inc.
Consolidated statements of operations
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Years ended December 31, | |
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(in thousands, except share and per share amounts) |
|
2005 | |
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2004 | |
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2003 | |
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Revenue
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License fees
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$ |
29,978 |
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$ |
25,387 |
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$ |
21,339 |
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Services
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52,606 |
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42,793 |
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34,263 |
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Maintenance
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71,308 |
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63,231 |
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56,656 |
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Subscriptions
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7,167 |
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3,710 |
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2,147 |
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Other revenue
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5,237 |
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4,316 |
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4,352 |
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Total revenue |
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166,296 |
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139,437 |
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118,757 |
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Cost of revenue
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Cost of license fees
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4,380 |
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3,545 |
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2,819 |
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Cost of services (of which $269, $(540) and $3,342 in the years
ended December 31, 2005, 2004 and 2003, respectively, was
stock-based compensation expense (benefit))
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28,409 |
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22,807 |
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21,006 |
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Cost of maintenance (of which $33, $(91) and
$505 in the years ended December 31, 2005, 2004 and 2003,
respectively, was stock-based compensation expense (benefit))
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10,926 |
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10,474 |
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11,471 |
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Cost of subscriptions
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1,472 |
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388 |
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366 |
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Cost of other revenue
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4,943 |
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3,986 |
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3,712 |
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Total cost of revenue |
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50,130 |
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41,200 |
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39,374 |
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Gross profit
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116,166 |
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98,237 |
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79,383 |
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Sales and marketing
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33,490 |
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26,663 |
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23,700 |
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Research and development
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21,138 |
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17,418 |
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17,857 |
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General and administrative
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15,796 |
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32,512 |
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31,282 |
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Amortization
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18 |
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32 |
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|
848 |
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Costs of initial public offering
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2,455 |
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Total operating expenses |
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70,442 |
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|
79,080 |
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73,687 |
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Income from operations
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45,724 |
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|
19,157 |
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|
5,696 |
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Interest income
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|
964 |
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|
331 |
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|
97 |
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Interest expense
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(49 |
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(272 |
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(2,559 |
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Other income, net
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6 |
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|
356 |
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|
235 |
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Income before provision for income taxes
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|
46,645 |
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|
19,572 |
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|
3,469 |
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Income tax provision
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|
13,344 |
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|
6,931 |
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|
3,947 |
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Net income (loss)
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$ |
33,301 |
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$ |
12,641 |
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$ |
(478 |
) |
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Earnings (loss) per share
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Basic
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$ |
0.78 |
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$ |
0.30 |
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$ |
(0.01 |
) |
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Diluted
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$ |
0.72 |
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$ |
0.27 |
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$ |
(0.01 |
) |
Common shares and equivalents outstanding
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Basic weighted average shares
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42,559,342 |
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42,496,280 |
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|
42,395,594 |
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Diluted weighted average shares
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|
46,210,099 |
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46,540,790 |
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42,395,594 |
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Dividends per share
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$ |
0.20 |
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$ |
0.00 |
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$ |
0.00 |
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The accompanying notes are an integral part of these
consolidated financial statements.
F-5
Blackbaud, Inc.
Consolidated statements of cash flows
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Years ended December 31, | |
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(in thousands) |
|
2005 | |
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2004 | |
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2003 | |
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Cash flows from operating activities
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Net income (loss)
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$ |
33,301 |
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$ |
12,641 |
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|
$ |
(478 |
) |
Adjustments to reconcile net income (loss) to net cash provided
by operating activities
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Depreciation and amortization
|
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|
2,684 |
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|
2,521 |
|
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|
3,629 |
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|
Provision for doubtful accounts and sales returns
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|
|
822 |
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|
1,328 |
|
|
|
1,176 |
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Stock-based compensation
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|
624 |
|
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|
16,600 |
|
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|
25,845 |
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|
Amortization of deferred financing fees
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|
48 |
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|
184 |
|
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|
858 |
|
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|
Deferred taxes
|
|
|
9,014 |
|
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|
701 |
|
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|
2,178 |
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|
Tax benefit on exercise of stock options
|
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|
8,611 |
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|
179 |
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|
|
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|
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|
Changes in assets and liabilities, net of acquisitions
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Accounts receivable
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|
(6,830 |
) |
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|
(5,089 |
) |
|
|
(2,737 |
) |
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|
Prepaid expenses and other assets
|
|
|
(6,773 |
) |
|
|
785 |
|
|
|
(1,424 |
) |
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Trade accounts payable
|
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|
2,045 |
|
|
|
54 |
|
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|
470 |
|
|
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|
Accrued expenses and other current liabilities
|
|
|
(57 |
) |
|
|
5,462 |
|
|
|
2,662 |
|
|
|
|
Deferred revenue
|
|
|
8,357 |
|
|
|
8,183 |
|
|
|
4,407 |
|
|
|
|
|
|
|
|
Total adjustments
|
|
|
18,545 |
|
|
|
30,908 |
|
|
|
37,064 |
|
|
|
|
|
|
|
|
Net cash provided by operating activities
|
|
|
51,846 |
|
|
|
43,549 |
|
|
|
36,586 |
|
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|
Cash flows from investing activities
|
|
|
|
|
|
|
|
|
|
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Purchase of property and equipment
|
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|
(4,160 |
) |
|
|
(3,039 |
) |
|
|
(2,666 |
) |
|
|
Purchase of net assets of acquired companies, excluding cash
|
|
|
(1,013 |
) |
|
|
(166 |
) |
|
|
(1,082 |
) |
|
|
|
|
|
|
|
Net cash used in investing activities
|
|
|
(5,173 |
) |
|
|
(3,205 |
) |
|
|
(3,748 |
) |
|
|
|
Cash flows from financing activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Repayments on long-term debt and capital lease obligations
|
|
|
(44 |
) |
|
|
(5,142 |
) |
|
|
(45,295 |
) |
|
|
Proceeds from exercise of stock options
|
|
|
3,627 |
|
|
|
674 |
|
|
|
232 |
|
|
|
Purchase of treasury stock
|
|
|
(60,902 |
) |
|
|
|
|
|
|
|
|
|
|
Dividend payments to stockholders
|
|
|
(8,517 |
) |
|
|
|
|
|
|
|
|
|
|
Payment of deferred financing fees
|
|
|
|
|
|
|
(162 |
) |
|
|
|
|
|
|
|
|
|
|
|
Net cash used in financing activities
|
|
|
(65,836 |
) |
|
|
(4,630 |
) |
|
|
(45,063 |
) |
|
|
|
Effect of exchange rate on cash and cash equivalents
|
|
|
(298 |
) |
|
|
(278 |
) |
|
|
230 |
|
|
|
|
Net (decrease) increase in cash and cash equivalents
|
|
|
(19,461 |
) |
|
|
35,436 |
|
|
|
(11,995 |
) |
Cash and cash equivalents, beginning of year
|
|
|
42,144 |
|
|
|
6,708 |
|
|
|
18,703 |
|
|
|
|
Cash and cash equivalents, end of year
|
|
$ |
22,683 |
|
|
$ |
42,144 |
|
|
$ |
6,708 |
|
|
|
|
Supplemental disclosures of cash flow information
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash paid during the year for
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest
|
|
$ |
1 |
|
|
$ |
45 |
|
|
$ |
1,285 |
|
|
|
Taxes
|
|
|
3,885 |
|
|
|
4,009 |
|
|
|
1,612 |
|
Noncash activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in fair value of derivative instruments
|
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
389 |
|
|
The accompanying notes are an integral part of these
consolidated financial statements.
F-6
Blackbaud, Inc.
Consolidated statements of stockholders equity and
comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
| |
| |
|
|
|
|
|
|
Accumulated | |
|
|
| |
|
|
Common stock | |
|
Additional | |
|
|
|
other | |
|
|
|
Total | |
December 31, |
|
Comprehensive | |
|
|
| |
|
paid-in | |
|
Treasury | |
|
comprehensive | |
|
Deferred | |
|
Retained | |
|
stockholders | |
(in thousands, except share amounts) |
|
income | |
|
|
Shares | |
|
Amount | |
|
capital | |
|
stock | |
|
(loss) income | |
|
compensation | |
|
earnings | |
|
equity | |
| |
|
|
| |
Balance, December 31, 2002
|
|
|
|
|
|
|
|
42,360,410 |
|
|
$ |
10,740 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
(233 |
) |
|
$ |
|
|
|
$ |
23,000 |
|
|
$ |
33,507 |
|
|
Exercise of stock options
|
|
$ |
|
|
|
|
|
48,462 |
|
|
|
232 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
232 |
|
|
Derivative instruments
|
|
|
389 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
389 |
|
|
|
|
|
|
|
|
|
|
|
389 |
|
|
Translation adjustment, net of tax
|
|
|
362 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
362 |
|
|
|
|
|
|
|
|
|
|
|
362 |
|
|
Deferred compensation related to options issued to employees
|
|
|
|
|
|
|
|
|
|
|
|
30,756 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(32,448 |
) |
|
|
|
|
|
|
(1,692 |
) |
|
Reversal of deferred compensation related to option cancellations
|
|
|
|
|
|
|
|
|
|
|
|
(115 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
115 |
|
|
|
|
|
|
|
|
|
|
Amortization of deferred compensation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
27,538 |
|
|
|
|
|
|
|
27,538 |
|
|
Net loss
|
|
|
(478 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(478 |
) |
|
|
(478 |
) |
|
|
|
|
|
|
|
|
Comprehensive income
|
|
$ |
273 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, December 31, 2003
|
|
|
|
|
|
|
|
42,408,872 |
|
|
|
41,613 |
|
|
|
|
|
|
|
|
|
|
|
518 |
|
|
|
(4,795 |
) |
|
|
22,522 |
|
|
|
59,858 |
|
|
Exercise of stock options
|
|
$ |
|
|
|
|
|
140,184 |
|
|
|
480 |
|
|
|
194 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
674 |
|
|
Translation adjustment, net of tax
|
|
|
(163 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(163 |
) |
|
|
|
|
|
|
|
|
|
|
(163 |
) |
|
Deferred compensation related to options issued to employees
|
|
|
|
|
|
|
|
|
|
|
|
82 |
|
|
|
12,903 |
|
|
|
|
|
|
|
|
|
|
|
(14,764 |
) |
|
|
|
|
|
|
(1,779 |
) |
|
Reversal of deferred compensation related to option cancellations
|
|
|
|
|
|
|
|
|
|
|
|
(82 |
) |
|
|
(34 |
) |
|
|
|
|
|
|
|
|
|
|
116 |
|
|
|
|
|
|
|
|
|
|
Amortization of deferred compensation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
18,379 |
|
|
|
|
|
|
|
18,379 |
|
|
Tax impact of exercise of nonqualified stock options
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
179 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
179 |
|
|
Reclassification of common stock to additional paid in capital
resulting from establishment of par value
|
|
|
|
|
|
|
|
|
|
|
|
(42,050 |
) |
|
|
42,050 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
|
12,641 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12,641 |
|
|
|
12,641 |
|
|
|
|
|
|
|
|
|
Comprehensive income
|
|
$ |
12,478 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, December 31, 2004
|
|
|
|
|
|
|
|
42,549,056 |
|
|
|
43 |
|
|
|
55,292 |
|
|
|
|
|
|
|
355 |
|
|
|
(1,064 |
) |
|
|
35,163 |
|
|
|
89,789 |
|
|
Exercise of stock options
|
|
$ |
|
|
|
|
|
4,493,047 |
|
|
|
5 |
|
|
|
3,645 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,650 |
|
|
Purchase of treasury shares
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(60,902 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(60,902 |
) |
|
Payment of dividends
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(8,517 |
) |
|
|
(8,517 |
) |
|
Translation adjustment, net of tax
|
|
|
(263 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(263 |
) |
|
|
|
|
|
|
|
|
|
|
(263 |
) |
|
Deferred compensation related to options issued to employees
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(509 |
) |
|
|
|
|
|
|
|
|
|
|
818 |
|
|
|
|
|
|
|
309 |
|
|
Reversal of deferred compensation related to option cancellations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(55 |
) |
|
|
|
|
|
|
|
|
|
|
55 |
|
|
|
|
|
|
|
|
|
|
Amortization of deferred compensation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
315 |
|
|
|
|
|
|
|
315 |
|
|
Tax impact of exercise of nonqualified stock options
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8,589 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8,589 |
|
|
Restricted stock grants
|
|
|
|
|
|
|
|
487,733 |
|
|
|
|
|
|
|
6,621 |
|
|
|
|
|
|
|
|
|
|
|
(6,621 |
) |
|
|
|
|
|
|
|
|
|
Net income
|
|
|
33,301 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
33,301 |
|
|
|
33,301 |
|
|
|
|
|
|
|
|
|
Comprehensive income
|
|
$ |
33,038 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, December 31, 2005
|
|
|
|
|
|
|
|
47,529,836 |
|
|
$ |
48 |
|
|
$ |
73,583 |
|
|
$ |
(60,902 |
) |
|
$ |
92 |
|
|
$ |
(6,497 |
) |
|
$ |
59,947 |
|
|
$ |
66,271 |
|
|
|
|
|
The accompanying notes are an integral part of these
consolidated financial statements.
F-7
Blackbaud, Inc.
Notes to consolidated financial statements
|
|
1. |
Organization and summary of significant accounting
policies |
Organization
Blackbaud, Inc. (the Company) is the leading global
provider of software and related services designed specifically
for nonprofit organizations and provides products and services
that enable nonprofit organizations to increase donations,
reduce fundraising costs, improve communications with
constituents, manage their finances and optimize internal
operations. At the end of 2005, the Company had over 13,300
active customers distributed across multiple verticals within
the nonprofit market including religion; education; foundations;
health and human services; arts and cultural; public and
societal benefits; environment and animal welfare; and
international and foreign affairs.
Delaware Reincorporation; Initial Public Offering
On July 16, 2004, the Company was reincorporated under the
laws of the State of Delaware and, accordingly, under its
certificate of incorporation effective that date, its authorized
stock consists of 180,000,000 shares of common stock, par
value $0.001 per share and 20,000,000 shares of
preferred stock, par value $0.001 per share.
The Companys registration statement, filed on
Form S-1
(Registration
No. 333-112978)
under the Securities Act of 1933, in connection with the initial
public offering of its common stock, was declared effective by
the SEC on July 22, 2004. On July 27, 2004 the Company
completed its initial public offering in which it sold, for the
benefit of selling stockholders, a total of
8,098,779 shares of common stock for $8.00 per share
(before underwriter discounts and commissions), for an aggregate
public offering price of $64,790,232. On August 2, 2004,
the underwriters exercised their over-allotment option for the
purchase of 1,214,817 shares of common stock at
$8.00 per share for an additional aggregate public offering
price of $9,718,536. All of the shares sold in this offering
were sold by selling stockholders and, accordingly, the Company
has not received any proceeds from the sale of shares in this
offering. Accordingly, the Company has expensed the costs of its
initial public offering in its statement of operations, which
were $2,455,000 for the year ended December 31, 2004. These
costs were primarily comprised of printing, legal and accounting
fees.
Recapitalization
Prior to October 13, 1999, the Company was 100% owned by
management stockholders. On October 13, 1999, the Company
completed a transaction in which it used cash on hand and
proceeds from a new term loan to repurchase a portion of its
then outstanding common stock from management stockholders. On
the same date, an entity controlled by certain investment
partnerships, Pobeda Partners Ltd., also purchased shares of the
Companys common stock from management stockholders.
The Company accounted for the above transactions as a
recapitalization (the Recapitalization). Under this
accounting treatment, the stock repurchased by the Company was
accounted for as a treasury stock transaction and the carrying
values of the assets and liabilities did not change for
financial reporting purposes. For income tax purposes, Pobeda
and the management stockholders elected to treat the transaction
under Section 338(h)(10) of the Internal Revenue Code;
consequently, the tax basis of the assets and liabilities of the
Company were restated to their fair values at the date of the
transaction. The deferred tax asset resulting from differences
in bases of the assets and liabilities between financial and
income tax reporting was accounted for as an increase in
stockholders equity.
Basis of consolidation
The consolidated financial statements include the accounts of
the Company and its wholly-owned subsidiaries. All significant
intercompany balances and transactions have been eliminated in
consolidation.
F-8
Blackbaud, Inc.
Notes to consolidated financial
statements (Continued)
Use of estimates
The preparation of financial statements in conformity with
accounting principles generally accepted in the United States
requires management to make estimates and assumptions. These
estimates and assumptions affect the reported amounts of assets
and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements, as well as
the reported amounts of revenues and expenses during the
reporting periods. Areas of the financial statements where
estimates may have the most significant effect include the
allowance for doubtful accounts receivable, lives of tangible
and intangible assets, impairment of long-lived assets,
realization of the deferred tax asset, stock-based compensation,
revenue recognition and provisions for income taxes. Changes in
the facts or circumstances underlying these estimates could
result in material changes and actual results could differ from
these estimates.
Reclassifications
Certain amounts in the prior year consolidated balance sheets,
statements of operations, statements of cash flows and notes to
the consolidated financial statements have been reclassified to
conform to the 2005 presentation.
Revenue recognition
The Companys revenue is generated primarily by licensing
its software products and providing support, training,
consulting, technical, hosted software applications and other
professional services for those products. The Company recognizes
revenue in accordance with the American Institute of Certified
Public Accountants Statements of Position (SOP)
97-2, Software Revenue Recognition, as modified by
SOPs 98-4 and 98-9, as well as Technical Practice Aids issued
from time to time by the American Institute of Certified Public
Accountants, and in accordance with the SEC Staff Accounting
Bulletin (SAB) No. 104, Revenue
Recognition in Financial Statements.
Under these pronouncements, the Company recognizes revenue from
the license of software when persuasive evidence of an
arrangement exists, the product has been delivered, the fee is
fixed and determinable and collection of the resulting
receivable is probable. The Company uses a signed agreement as
evidence of an arrangement. Delivery occurs when the product is
delivered. The Companys typical license agreement does not
include customer acceptance provisions; if acceptance provisions
are provided, delivery is deemed to occur upon acceptance. The
Company considers the fee to be fixed or determinable unless the
fee is subject to refund or adjustment or is not payable within
the Companys standard payment terms. The Company considers
payment terms greater than 90 days to be beyond its
customary payment terms. The Company deems collection probable
if the Company expects that the customer will be able to pay
amounts under the arrangement as they become due. If the Company
determines that collection is not probable, the Company
postpones recognition of the revenue until cash collection. The
Company sells software licenses with maintenance and, often
times, professional services. The Company allocates revenue to
delivered components, normally the license component of the
arrangement, using the residual value method based on objective
evidence of the fair value of the undelivered elements, which is
specific to the Company. Fair value for the maintenance services
associated with the Companys software licenses is based
upon renewal rates stated in the Companys agreements which
vary according to the level of the maintenance program. Fair
value of professional services and other products and services
is based on sales of these products and services to other
customers when sold on a stand-alone basis.
The Company recognizes revenue from maintenance services ratably
over the contract term, which is principally one year.
Maintenance revenue also includes the right to unspecified
product upgrades on an if-and-when available basis. Subscription
revenue includes fees for hosted solutions, data enrichment
services and hosted online training programs. Subscription-based
revenue and any related
set-up fees are
recognized
F-9
Blackbaud, Inc.
Notes to consolidated financial
statements (Continued)
ratably over the twelve-month service period of the contracts,
as there is no discernible pattern of usage. Hosting revenues
are recognized ratably over the thirty-six month period of the
hosting contracts.
The Companys services, which include consulting,
installation and implementation services, are generally billed
based on hourly rates plus reimbursable travel and lodging
related expenses. For small service engagements, less than
approximately $10,000, the Company frequently contracts for and
bills based on a fixed fee plus reimbursable travel and lodging
related expenses. The Company recognizes this revenue upon
completion of the work performed. When the Companys
services include software customization, these services are
provided to support customer requests for assistance in creating
special reports and other minor enhancements that will assist
with efforts to improve operational efficiency and/or to support
business process improvements. These services are not essential
to the functionality of the Companys software and rarely
exceed three months in duration. The Company recognizes revenue
as these services are performed. When the Company sells hosting
separately from consulting, installation and implementation
services, the Company recognizes that revenue ratably over the
service period.
The Company sells training at a fixed rate for each specific
class, at a per attendee price, or at a packaged price for
several attendees, and revenue is recognized only upon the
customer attending and completing training. During the second
quarter of 2005, the Company introduced the Blackbaud Training
Pass, which permits customers to attend unlimited training over
a specified contract period, typically one year, subject to
certain restrictions. This revenue is recognized ratably over
the contract period that is typically one year. The Company
recognizes revenue from donor prospect research and data
modeling service engagements upon delivery.
To the extent that the Companys customers are billed
and/or pay for the above described services in advance of
delivery, the amounts are recorded in deferred revenue.
Cash and cash equivalents
The Company considers all highly liquid investments purchased
with a maturity of three months or less to be cash equivalents.
Property and equipment
Property and equipment are recorded at cost and depreciated over
their estimated useful lives using the straight-line method.
Property and equipment subject to capital leases are depreciated
over the term of the lease. Upon retirement or sale, the cost of
assets disposed of and the related accumulated depreciation are
removed from the accounts and any resulting gain or loss is
credited or charged to income. Repair and maintenance costs are
expensed as incurred.
Construction-in-progress
represents purchases of computer software and hardware
associated with new internal system implementation projects,
which had not been placed in service at the respective balance
sheet dates. These assets are transferred to the applicable
property category on the date they are placed in service. There
was no capitalized interest applicable to
construction-in-process
for the years ended December 31, 2005 and 2004.
Computer software costs represent software purchased from
external sources for use in the Companys internal
operations. These amounts have been accounted for in accordance
with SOP 98-1, Accounting For The Cost of Computer
Software Developed or Obtained for Internal Use.
Goodwill and intangible assets
In 2002, SFAS Statement No. 142, Goodwill and
Other Intangible Assets
(SFAS No. 142), became effective. Under
this new standard, the Financial Accounting Standards Board
(FASB) eliminated
F-10
Blackbaud, Inc.
Notes to consolidated financial
statements (Continued)
amortization of goodwill. In accordance with
SFAS No. 142, goodwill is no longer amortized, but
instead is tested for impairment at least annually in the fourth
quarter of each year using a discounted cash flow valuation
methodology. No impairment of goodwill resulted in 2005, 2004
and 2003. Other intangible assets with finite lives continue to
be amortized over their useful lives of three years in
accordance with the adoption of SFAS No. 142.
Identifiable intangible assets, namely technology and customer
lists, that arose in connection with acquisitions, have been
amortized over their estimated useful lives ranging from three
to twelve years.
Fair value of financial instruments
The fair value of a financial instrument is the amount at which
the instrument could be exchanged between willing parties other
than in a forced sale or liquidation. The financial instruments
of the Company consist primarily of cash and cash equivalents,
accounts receivable, accounts payable and long term debt at
December 31, 2005 and 2004. The Company believes that the
carrying amounts of these financial instruments, with the
exception of long term debt, approximate their fair values due
to the immediate or short term maturity of these financial
instruments at December 31, 2005 and 2004. Since the
variable interest on the Companys long term debt is set
for a maximum of 30 days, the Company believes that the
carrying value of long term debt approximated its fair value
during the periods it was outstanding. The Company paid off its
term loan in the first calendar quarter of 2004 and there is no
debt outstanding at December 31, 2005 or 2004.
Deferred financing fees
Deferred financing fees represent the direct costs of entering
into the Companys credit agreement in October 1999 and its
revolving credit facility in September 2004. These costs are
amortized as interest expense using the effective interest
method. The principal balance of the term loan was paid off in
the first calendar quarter of 2004, accordingly the
remaining deferred financing fees related to the term loan, were
fully recognized as expense. The deferred financing fees related
to the revolving credit facility will be amortized over the term
of the credit facility. Accordingly, the Company amortized as
interest expense deferred financing fees related to the
September 2004 revolving credit facility of $48,000 in 2005 and
$28,000 in 2004.
Deferred compensation and stock-based compensation plans
The Company accounts for stock-based compensation based on the
provisions of Accounting Principles Board Opinion No. 25,
Accounting for Stock Issued to Employees (APB
No. 25). Under this pronouncement there is generally
no compensation expense recorded for stock options or other
stock-based awards to employees that are granted with an
exercise price equal to or above the estimated fair value per
share of the Companys common stock on the grant date.
However, certain of the Companys option grants contain
terms and conditions that require them to be accounted for as
variable awards under the provisions of APB No. 25. The
provision requires the Company to account for these variable
awards and record deferred compensation for the difference
between the exercise price and the fair market value of the
stock at each reporting date. Deferred compensation is amortized
using the accelerated method over the vesting period of the
related stock option in accordance with FASB Interpretation
No. 28, Accounting for Stock Appreciation Rights and
Other Variable Stock Option or Award Plans an
interpretation of APB Opinions No. 15 and 25.
In connection to the Companys restricted stock program
(see note 13) the Company records deferred compensation for
the fair market value of the stock grant on the date of grant
and amortizes compensation expense using the straight-line
method over the vesting period which is typically four years.
F-11
Blackbaud, Inc.
Notes to consolidated financial
statements (Continued)
The Company recognized $315,000, $18,379,000 and $27,538,000 of
stock-based compensation expense related to amortization of
deferred compensation during the years ended December 31,
2005, 2004 and 2003, respectively.
The components of stock-based compensation expense (benefit) for
the year ended December 31, 2005 are presented below:
|
|
|
|
|
| |
(in thousands) |
|
2005 | |
| |
Charge (credit) to adjust deferred compensation associated
with fully vested options of former CEO to period end closing
stock price
|
|
$ |
(4,363 |
) |
Charge to adjust deferred compensation associated with option
exercises of former CEO to stock price on date of transaction
|
|
|
3,545 |
|
Amortization of deferred compensation associated with formerly
variable options which became fixed upon the Companys IPO
|
|
|
765 |
|
Amortization of deferred compensation associated with restricted
stock grants
|
|
|
368 |
|
|
|
|
|
Total
|
|
$ |
315 |
|
|
The Company has adopted the disclosure requirements of
SFAS No. 123, Accounting for Stock-Based
Compensation, as amended by SFAS No. 148,
Accounting for Stock-based Compensation Transition and
Disclosure, which requires compensation expense to be
disclosed based on the fair value of the options granted at the
date of the grant.
Had compensation cost been determined under the market value
method using Black-Scholes valuation principles, net income
(loss) would have been adjusted to the following pro forma
amounts:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
Years ended December 31, | |
|
|
| |
(in thousands, except share amounts) |
|
2005 | |
|
2004 | |
|
2003 | |
| |
Net income (loss), as reported
|
|
$ |
33,301 |
|
|
$ |
12,641 |
|
|
$ |
(478 |
) |
Total stock-based compensation expense, net of related tax
effects included in the determination of net income (loss) as
reported
|
|
|
(330 |
) |
|
|
13,487 |
|
|
|
19,855 |
|
Total stock-based compensation expense, net of related tax
effects that should have been included in the determination of
net income (loss) if the fair value method had been applied to
all awards
|
|
|
(2,205 |
) |
|
|
(14,176 |
) |
|
|
(13,525 |
) |
|
|
|
Pro forma net income
|
|
$ |
30,766 |
|
|
$ |
11,952 |
|
|
$ |
5,852 |
|
|
Earnings (loss) per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic, as reported
|
|
$ |
0.78 |
|
|
$ |
0.30 |
|
|
$ |
(0.01 |
) |
|
Basic, pro forma
|
|
$ |
0.72 |
|
|
$ |
0.28 |
|
|
$ |
0.14 |
|
|
Diluted, as reported
|
|
$ |
0.72 |
|
|
$ |
0.27 |
|
|
$ |
(0.01 |
) |
|
Diluted, pro forma
|
|
$ |
0.67 |
|
|
$ |
0.26 |
|
|
$ |
0.13 |
|
|
The pro forma amount reflects all options granted. Pro forma
compensation cost may not be representative of that expected in
future years.
F-12
Blackbaud, Inc.
Notes to consolidated financial
statements (Continued)
Significant assumptions used in the Black-Scholes option pricing
model computations are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
Years ended December 31, | |
|
|
| |
|
|
2005 | |
|
2004 | |
|
2003 | |
| |
Volatility
|
|
|
80.96 |
% |
|
|
77.47 |
% |
|
|
0.00 |
% |
Dividend yield
|
|
|
1.20 |
% |
|
|
0.00 |
% |
|
|
0.00 |
% |
Risk-free interest rate
|
|
|
4.32 |
% |
|
|
3.83 |
% |
|
|
3.68 |
% |
Expected option life in years
|
|
|
5.54 |
|
|
|
7.49 |
|
|
|
7.47 |
|
|
In connection with the adoption of Statement of Financial
Accounting Standards No. 123 (Revised 2004),
Share-Based Payment,
(SFAS No. 123(R)) the Company will begin
expensing stock options in 2006 based on their fair values.
Income taxes
Prior to October 13, 1999, the Company was organized as an
S corporation under the Internal Revenue Code and,
therefore, was not subject to federal income taxes. In addition,
the Company was not subject to income tax in many of the states
in which it operated as a result of its S corporation
status. The Company historically made distributions to its
stockholders to cover the stockholders anticipated tax
liability. In connection with the Recapitalization, the Company
converted its U.S. taxable status from an
S corporation to a C corporation and, accordingly, since
October 14, 1999 has been subject to federal and state
income taxes. Upon the conversion and in connection with the
Recapitalization, the Company recorded a one-time benefit of
$107,000,000 to establish a deferred tax asset as a result of
the Recapitalization. This amount was recorded as a direct
increase to equity in the statements of stockholders
equity. The income tax expense has been computed by applying the
Companys statutory tax rate to pretax income, adjusted for
permanent tax differences. The Company has not recorded a
valuation allowance against this deferred tax asset as of
December 31, 2005 and 2004, as the Company believes it will
be able to utilize this entire deferred tax asset. The ability
to utilize the deferred tax asset is dependent upon the
Companys ability to generate taxable income.
Significant judgment is required in determining the provision
for income taxes. During the ordinary course of business, there
are many transactions and calculations for which the ultimate
tax determination is uncertain. The Company records its tax
provision at the anticipated tax rates based on estimates of
annual pretax income. To the extent that the final results
differ from these estimated amounts that were initially
recorded, such differences will impact the income tax provision
in the period in which such determination is made and could have
an impact on the deferred tax asset. The Companys deferred
tax assets and liabilities are recorded at an amount based upon
a blended U.S. Federal income tax rate of 34.8%. This
U.S. Federal income tax rate is based on the Companys
expectation that the Companys deductible and taxable
temporary differences will reverse over a period of years during
which, except for 2005 and 2006 due to anticipated stock option
exercises, the Company will have annual taxable income exceeding
$10,000,000 per year. If the Companys results of
operations worsen in the future, such that the Companys
annual taxable income will be expected to fall below
$10,000,000, the Company will adjust its deferred tax assets and
liabilities to an amount reflecting a reduced expected
U.S. Federal income tax rate, consistent with the
corresponding expectation of lower taxable income. If such
change is determined to be appropriate, it will affect the
provision for income taxes during the period that the
determination is made.
The Companys deferred tax asset at December 31, 2004
also included state income tax credits, net of federal taxes at
34.8%, of approximately $4.0 million that expire between
2009 and 2019. The Company established a full valuation
allowance against these credits when the asset was recorded
because, based on
F-13
Blackbaud, Inc.
Notes to consolidated financial
statements (Continued)
information available at that time, it was not deemed probable
that these credits would be realized. During 2005, as a result
of profitable results in 2004 and 2003, expectations of future
profitability and utilization of all related state net operating
losses, the Company released $2.3 million of the valuation
allowance related to these state income tax credits which
resulted in a credit to its income tax expense for 2005.
Additionally, certain other state tax credits whose use was
previously restricted to reducing state franchise taxes became
available to offset state income tax as a result of a
clarification in enacted tax law during 2005. Accordingly, a
deferred tax asset was established during 2005 of
$2.2 million, net of federal taxes at 34.8%, related to the
associated future reduction of state income taxes. In connection
with the establishment of this additional deferred tax asset, a
valuation allowance was established for $1.3 million of the
$2.2 million representing the portion of the credits not
deemed more likely than not to be utilized. Accordingly, these
additional state tax credits resulted in a net credit of
$0.9 million to the income tax expense for 2005. The
Company will continue to evaluate the realizability of the
remaining state tax credits and any further adjustment to the
valuation allowance will be made in the period the Company
determines it is more likely than not any of the remaining
credits will be utilized.
Foreign currency translation
The Companys financial statements are translated into
U.S. dollars in accordance with SFAS No. 52,
Foreign Currency Translation. For all operations
outside the United States, net assets are translated at the
current rates of exchange. Income and expense items are
translated at the average exchange rate for the year and balance
sheet accounts are translated at the period ending rate. The
resulting translation adjustments are recorded in accumulated
other comprehensive income.
Research and development
Research and development costs are expensed as incurred. They
include salaries and related human resource costs, third-party
contractor expenses, software development tools, an allocation
of facilities and depreciation expenses and other expenses in
developing new products and upgrading and enhancing existing
products.
Software development costs
Software development costs have been accounted for in accordance
with SFAS No. 86, Accounting for the Costs of
Computer Software to be Sold, Leased or Otherwise
Marketed. Under the standard, capitalization of software
development costs begins upon the establishment of technological
feasibility, subject to net realizable value considerations. To
date, the period between achieving technological feasibility and
the general availability of such software has substantially
coincided; therefore, software development costs qualifying for
capitalization have been immaterial. Accordingly, the Company
has not capitalized any software development costs and has
charged all such costs to product development expense.
Sales returns and allowance for doubtful accounts
The Company provides customers a
30-day right of return
and maintains a reserve for returns which is estimated based on
several factors including historical experience and existing
economic conditions. Provisions for sales returns are charged
against the related revenue items.
In addition, the Company records an allowance for doubtful
accounts that reflects estimates of probable credit losses. This
assessment is based on several factors including aging of
customer accounts, known customer specific risks, historical
experience and existing economic conditions. Accounts are
charged against the allowance after all means of collection are
exhausted and recovery is considered remote. Provisions for
doubtful accounts are recorded in general and administrative
expense.
F-14
Blackbaud, Inc.
Notes to consolidated financial
statements (Continued)
Below is a summary of the changes in the Companys
allowance for doubtful accounts.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at | |
|
|
|
|
|
Balance at | |
|
|
Beginning | |
|
|
|
|
|
End of | |
Years Ended December 31, |
|
of Period | |
|
Provision | |
|
Write-off | |
|
Period | |
|
|
| |
|
| |
|
| |
|
| |
|
|
(in thousands) | |
2005
|
|
$ |
511 |
|
|
$ |
219 |
|
|
$ |
(388 |
) |
|
$ |
342 |
|
2004
|
|
|
352 |
|
|
|
692 |
|
|
|
(533 |
) |
|
|
511 |
|
2003
|
|
|
643 |
|
|
|
664 |
|
|
|
(955 |
) |
|
|
352 |
|
Below is a summary of the changes in the Companys
allowance for sales returns.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at | |
|
|
|
|
|
Balance at | |
|
|
Beginning | |
|
|
|
|
|
End of | |
Years Ended December 31, |
|
of Period | |
|
Provision | |
|
Write-off | |
|
Period | |
|
|
| |
|
| |
|
| |
|
| |
|
|
(in thousands) | |
2005
|
|
$ |
909 |
|
|
$ |
603 |
|
|
$ |
(754 |
) |
|
$ |
758 |
|
2004
|
|
|
870 |
|
|
|
636 |
|
|
|
(597 |
) |
|
|
909 |
|
2003
|
|
|
566 |
|
|
|
512 |
|
|
|
(208 |
) |
|
|
870 |
|
Sales commissions
Prior to July 1, 2004, the Company paid sales commissions
at the time sales contracts with customers were signed. To the
extent that these commissions related to revenue not yet
recognized, these amounts were recorded as deferred sales
commission costs. Subsequently, the commissions are recognized
as expense in the same pattern as the revenue is recognized in
accordance with SAB 104. Effective July 1, 2004 the
Company changed its commission policy such that commissions are
generally paid based on recognized revenue.
Below is a summary of the changes in the Companys deferred
sales commission costs.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at | |
|
|
|
|
|
Balance at | |
|
|
Beginning | |
|
|
|
|
|
End of | |
Years Ended December 31, |
|
of Period | |
|
Additions | |
|
Expense | |
|
Period | |
|
|
| |
|
| |
|
| |
|
| |
|
|
(in thousands) | |
2005
|
|
$ |
344 |
|
|
|
|
|
|
$ |
(344 |
) |
|
|
|
|
2004
|
|
|
804 |
|
|
|
440 |
|
|
|
(900 |
) |
|
|
344 |
|
2003
|
|
|
478 |
|
|
|
1,908 |
|
|
|
(1,582 |
) |
|
|
804 |
|
Advertising costs
Advertising costs are expensed as incurred and were $212,000,
$230,000 and $376,000 for the years ended December 31,
2005, 2004 and 2003, respectively.
Derivatives
The Company used a derivative financial instrument to manage its
exposure to fluctuations in interest rates on its credit
agreement by entering into an interest rate exchange agreement,
a swap. The swap matured on December 29, 2003, and the
credit agreement was paid off in the first calendar quarter of
2004.
On January 1, 2001, the Company adopted SFAS Statement
No. 133, Accounting for Derivative Instruments and
Hedging Activities, as amended by SFAS Statement
No. 137, Accounting for Derivative Instruments and
Hedging Activities Deferral of the Effective Date of
FASB Statement No. 133 an amendment of FASB
Statement No. 133, SFAS Statement No. 138,
Accounting for Certain Derivative Instruments and Certain
Hedging Activities an Amendment of FASB Statement
F-15
Blackbaud, Inc.
Notes to consolidated financial
statements (Continued)
No. 133 and SFAS Statement No. 149,
Amendment of Statement No. 133 on Derivative
Instruments and Hedging Activities. These statements
establish accounting and reporting standards for derivative
instruments and require recognition of all derivatives as either
assets or liabilities in the statements of financial position
and measurement of those instruments at fair value. Changes in
the fair value of highly effective derivatives are recorded in
accumulated other comprehensive income. The Companys swap
agreement was designated and was effective as a cash flow hedge.
See note 9.
Impairment of long-lived assets
The Company evaluates the recoverability of its property and
equipment and other long-lived assets in accordance with
SFAS No. 144, Accounting for the Impairment or
Disposal of Long-Lived Assets. SFAS No. 144
requires that one accounting model be used for long-lived assets
to be disposed of by sale, whether previously held and used or
newly acquired. The Company reviews long-lived assets for
impairment when events change or circumstances indicate the
carrying amount may not be recoverable. If such events or
changes in circumstances are present, the undiscounted cash flow
method is used to determine whether the asset is impaired. An
impairment loss is recognized when the net book value of such
assets exceeds the estimated future undiscounted cash flows
attributable to the assets or the business to which the assets
relate. Cash flows would include the estimated terminal value of
the asset and exclude any interest charges. To the extent that
the carrying value of the asset exceeds the undiscounted cash
flows over the estimated remaining life of the asset, the
impairment is measured using discounted cash flows. The discount
rate utilized would be based on the Companys best estimate
of the related risks and return at the time the impairment
assessment is made.
Shipping and handling
Shipping and handling costs are expensed as incurred and
included in cost of license fees. The reimbursement of these
costs by the Companys customers is included in license
fees.
Earnings (loss) per share
The Company computes earnings per common share in accordance
with SFAS Statement No. 128, Earnings Per
Share (SFAS No. 128). Under the
provisions of SFAS No. 128, basic earnings per share
is computed by dividing net income (loss) available to common
stockholders by the weighted average number of common shares
outstanding. Diluted earnings per share is computed by dividing
net income (loss) available to common stockholders by the
weighted average number of common shares and dilutive potential
common shares then outstanding. Diluted earnings per share
reflects the assumed conversion of all dilutive securities,
using the treasury stock method. Potential common shares consist
of shares issuable upon the exercise of stock options and shares
of non-vested restricted stock.
Diluted earnings per share for the years ended December 31,
2005 and 2004 include the effect of 3,650,757 and 4,044,510
potential common shares as they are dilutive. Diluted earnings
per share for the years ended December 31, 2005 and 2004 do
not include the effect of 74,521 and 37,893 potential common
share equivalents, respectively, as they are anti-dilutive.
Diluted net loss per share for the year ended December 31,
2003 does not include the effect of 2,858,850 potential common
shares, as their impact would be anti-dilutive.
F-16
Blackbaud, Inc.
Notes to consolidated financial
statements (Continued)
The following table sets forth the computation of basic and
fully diluted earnings per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
Years ended December 31, | |
|
|
| |
(in thousands, except share amounts) |
|
2005 | |
|
2004 | |
|
2003 | |
| |
Numerator:
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss), as reported
|
|
$ |
33,301 |
|
|
$ |
12,641 |
|
|
$ |
(478 |
) |
Denominator:
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average common shares
|
|
|
42,559,342 |
|
|
|
42,496,280 |
|
|
|
42,395,594 |
|
Add effect of dilutive securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Employee stock options and restricted stock
|
|
|
3,650,757 |
|
|
|
4,044,510 |
|
|
|
|
|
|
|
|
Weighted average common shares assuming dilution
|
|
|
46,210,099 |
|
|
|
46,540,790 |
|
|
|
42,395,594 |
|
|
|
|
Earnings (loss) per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
$ |
0.78 |
|
|
$ |
0.30 |
|
|
$ |
(0.01 |
) |
|
Diluted
|
|
$ |
0.72 |
|
|
$ |
0.27 |
|
|
$ |
(0.01 |
) |
|
New accounting pronouncements
In January 2003, the Financial Accounting Standards Board
(FASB) issued Financial Interpretation No. 46,
Consolidation of Variable Interest Entities
(FIN No. 46). This statement was
subsequently amended under the provisions of
FIN No. 46-R, which is effective for public entities
no later than the end of the first reporting period ending after
March 15, 2004. This interpretation clarifies the
application of Accounting Research Bulletin No. 51,
Consolidated Financial Statements, to certain
entities in which equity investors do not have the
characteristics of a controlling financial interest or do not
have sufficient equity at risk for the entity to finance its
activities without additional subordinated financial support
from other parties. FIN No. 46 applies immediately to
variable interest entities created after January 31, 2003,
and to variable interest entities in which an enterprise obtains
an interest after that date. The adoption FIN No. 46
has not had a material effect on the Companys financial
statements.
In December 2004, the FASB issued Statement of Financial
Accounting Standards (SFAS) Statement
No. 123(R) Share-Based Payment
(SFAS No. 123(R)), which requires all
share-based payments to employees to be recognized in the
financial statements based on their fair values.
SFAS No. 123(R) replaces SFAS No. 123,
Accounting for Stock-Based Compensation, and
supersedes Accounting Principles Board Opinion No. 25
(APB No. 25), Accounting for Stock Issued
to Employees. Effective January 1, 2006, the Company
adopted the provision of SFAS No. 123(R) using the
modified prospective method. Under this method, compensation
expense is recorded for all unvested options over the related
vesting period beginning in the quarter of adoption. The Company
previously applied the intrinsic value based method prescribed
by APB No. 25 in accounting for employee stock-based
compensation. Upon adoption of SFAS No. 123(R), the
Company will recognize stock-based compensation costs ratably
over the service period. This statement also amends
SFAS No. 95, Statement of Cash Flows, to
require that excess tax benefits be reflected as financing cash
inflows rather than operating cash inflows. The impact of the
adoption of SFAS No. 123(R) is estimated to result in
a compensation charge for fiscal year 2006 of approximately
$6.0 million for unvested options outstanding on
December 31, 2005. In addition, the Company estimates a
compensation charge in 2006 of approximately $2.0 million
related to unvested restricted stock at December 31, 2005.
In June 2005, the FASB issued SFAS Statement No. 154
Accounting Changes and Error Corrections, a replacement of
APB Opinion No. 20, Accounting Changes, and Statement
No. 3, Reporting Accounting
F-17
Blackbaud, Inc.
Notes to consolidated financial
statements (Continued)
Changes in Interim Financial Statements
(SFAS No. 154). SFAS No. 154
changes the requirements for the accounting for, and reporting
of, a change in accounting principle. Previously, most voluntary
changes in accounting principles were required to be recognized
by way of a cumulative effect adjustment within net income
during the period of the change. SFAS No. 154 requires
retrospective application to prior periods financial
statements, unless it is impracticable to determine either the
period-specific effects or the cumulative effect of the change.
SFAS No. 154 is effective for accounting changes made
in fiscal years beginning after December 15, 2005; however,
the Statement does not change the transition provisions of any
existing accounting pronouncements. The Company does not believe
the adoption of SFAS No. 154 will have a material
effect on the Companys financial statements.
In March 2005, the SEC issued Staff Accounting
Bulletin No. 107 (SAB No. 107),
Share-Based Payment, providing guidance on option
valuation methods, the accounting for income tax effects of
share-based payment arrangements upon adoption of
SFAS No. 123(R), and the disclosures in
Managements Discussion and Analysis of Financial Condition
and Results of Operations subsequent to the adoption. The
Company will provide SAB No. 107 required disclosures
upon adoption of SFAS No. 123(R).
The American Jobs Creation Act of 2004 (the AJCA)
was enacted on October 22, 2004. The AJCA repeals an export
incentive, creates a new deduction for qualified domestic
manufacturing activities and includes a special one-time
deduction of 85% of certain foreign earnings repatriated to the
U.S. In December 2004, the FASB issued FASB Staff Position
No. 109-1, Application of FASB Statement No. 109
(SFAS No. 109), Accounting for Income
Taxes, to the Tax Deduction on Qualified Production Activities
Provided by the American Jobs Creation Act of 2004
(FSP 109-1). FSP 109-1 clarifies that the
manufacturers deduction provided for under the AJCA should
be accounted for as a special deduction in accordance with
SFAS No. 109 and not as a tax rate reduction. While
the Company expects to be able to qualify for the new tax
deduction in future years, due to a projected tax loss it will
not qualify for the deduction in 2005. The Company has not
completed the process of evaluating the impact in future years
of adopting FSP 109-1 and is therefore unable to disclose the
effect that adopting FSP 109-1 will have on its financial
statements.
The FASB also issued FASB Staff Position No. 109-2,
Accounting and Disclosure Guidance for the Foreign
Earnings Repatriation Provision within the American Jobs
Creation Act of 2004 (FSP 109-2). The AJCA
introduces a special one-time dividends received deduction on
the repatriation of certain foreign earnings to a
U.S. taxpayer (repatriation provision), provided certain
criteria are met. FSP 109-2 provides accounting and disclosure
guidance for the repatriation provision. The Company did not
make any repatriations of foreign earnings that qualified for
this special tax treatment and adoption of FSP 109-2 will have
no effect on the Companys financial statements.
In April 2005, Blackbaud acquired the net assets of a software
distribution company based in the United Kingdom for
$438,000. The transaction was accounted for in accordance with
SFAS Statement No. 141, Business
Combinations (SFAS No. 141). The
purchase price has been allocated to the assets acquired and the
liabilities assumed based upon their estimated fair values at
the date of the acquisition. The excess consideration above the
fair value of the net assets acquired of $358,000 was recorded
as goodwill in April 2005. Additionally, an identifiable
intangible asset of $235,000 consisting of existing customer
relationships, was recorded and will be amortized over its
estimated useful life of 12 years.
In September 2005, Blackbaud acquired the net assets of a
document management and image retrieval company based in the
United Kingdom for $470,000. The transaction was accounted for
in accordance with SFAS No. 141. The purchase price
has been allocated to the assets acquired and the liabilities
assumed based upon their estimated fair values at the date of
the acquisition. The excess consideration
F-18
Blackbaud, Inc.
Notes to consolidated financial
statements (Continued)
above the fair value of the net assets acquired of $261,000 was
recorded as goodwill in September 2005. Additionally, an
identifiable intangible asset of $195,000 consisting of existing
customer relationships was recorded and will be amortized over
its estimated useful life of 12 years.
Amortization expense for 2005 was $18,000 and the value of
identifiable intangible assets was reduced through the effect of
foreign currency translation by $16,000. The aggregate
amortization expense for 2006 through 2010 is estimated to be
approximately $35,000 per year.
|
|
3. |
Property and equipment |
Property and equipment as of December 31, 2005 and 2004
consisted of the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
Estimated | |
|
December 31, | |
|
|
useful life | |
|
| |
(in thousands) |
|
(years) | |
|
2005 | |
|
2004 | |
| |
Equipment
|
|
|
3 - 5 |
|
|
$ |
4,886 |
|
|
$ |
5,063 |
|
Computer hardware
|
|
|
3 - 5 |
|
|
|
15,011 |
|
|
|
12,304 |
|
Computer software
|
|
|
3 - 5 |
|
|
|
5,583 |
|
|
|
4,658 |
|
Construction in progress
|
|
|
|
|
|
|
22 |
|
|
|
11 |
|
Furniture and fixtures
|
|
|
7 |
|
|
|
3,641 |
|
|
|
3,546 |
|
Leasehold improvements
|
|
|
term of lease |
|
|
|
347 |
|
|
|
260 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
29,490 |
|
|
|
25,842 |
|
Less: accumulated depreciation
|
|
|
|
|
|
|
(20,790 |
) |
|
|
(18,643 |
) |
|
|
|
|
|
|
Property and equipment, net of depreciation
|
|
|
|
|
|
$ |
8,700 |
|
|
$ |
7,199 |
|
|
Depreciation expense was $2,652,000, $2,489,000 and $2,781,000
for December 31, 2005, 2004 and 2003, respectively.
The change in goodwill during the three years ended
December 31, 2005 consisted of the following:
|
|
|
|
|
|
| |
(in thousands) |
|
|
| |
Balance at December 31, 2003
|
|
$ |
1,386 |
|
|
Payment of contingent consideration |
|
|
166 |
|
|
Effect of foreign currency translation |
|
|
121 |
|
|
|
|
|
Balance at December 31, 2004
|
|
$ |
1,673 |
|
|
Payment of contingent consideration |
|
|
106 |
|
|
Addition related to acquisitions |
|
|
619 |
|
|
Effect of foreign currency translation |
|
|
(190 |
) |
|
|
|
|
Balance at December 31, 2005
|
|
$ |
2,208 |
|
|
F-19
Blackbaud, Inc.
Notes to consolidated financial
statements (Continued)
|
|
5. |
Prepaid expenses and other current assets |
Prepaid expenses and other current assets consisted of the
following as of December 31, 2005 and 2004:
|
|
|
|
|
|
|
|
|
| |
|
|
December 31, | |
|
|
| |
(in thousands) |
|
2005 | |
|
2004 | |
| |
Deferred sales commission costs
|
|
$ |
|
|
|
$ |
344 |
|
Prepaid rent
|
|
|
469 |
|
|
|
106 |
|
Prepaid insurance
|
|
|
382 |
|
|
|
358 |
|
Prepaid data costs
|
|
|
61 |
|
|
|
65 |
|
Prepaid real estate commissions
|
|
|
55 |
|
|
|
79 |
|
Prepaid software maintenance and royalties
|
|
|
639 |
|
|
|
527 |
|
Taxes, prepaid and receivable
|
|
|
6,734 |
|
|
|
|
|
Other
|
|
|
401 |
|
|
|
327 |
|
|
|
|
|
|
$ |
8,741 |
|
|
$ |
1,806 |
|
|
|
|
6. |
Accrued expenses and other current liabilities |
Accrued expenses and other current liabilities consisted of the
following as of December 31, 2005 and 2004:
|
|
|
|
|
|
|
|
|
| |
|
|
December 31, | |
|
|
| |
(in thousands) |
|
2005 | |
|
2004 | |
| |
Accrued bonuses
|
|
$ |
4,801 |
|
|
$ |
4,090 |
|
Accrued cash components of stock-based compensation
|
|
|
6 |
|
|
|
3,472 |
|
Accrued commissions and salaries
|
|
|
1,578 |
|
|
|
1,032 |
|
Customer credit balances
|
|
|
824 |
|
|
|
675 |
|
Taxes payable
|
|
|
3,699 |
|
|
|
4,220 |
|
Accrued accounting and legal costs
|
|
|
1,523 |
|
|
|
491 |
|
Accrued health care costs
|
|
|
839 |
|
|
|
508 |
|
Other
|
|
|
2,536 |
|
|
|
1,531 |
|
|
|
|
|
|
$ |
15,806 |
|
|
$ |
16,019 |
|
|
F-20
Blackbaud, Inc.
Notes to consolidated financial
statements (Continued)
Deferred revenue consisted of the following as of
December 31, 2005 and 2004:
|
|
|
|
|
|
|
|
|
| |
|
|
December 31, | |
|
|
| |
(in thousands) |
|
2005 | |
|
2004 | |
| |
Maintenance and subscriptions
|
|
$ |
48,046 |
|
|
$ |
42,298 |
|
Services
|
|
|
12,674 |
|
|
|
9,902 |
|
License fees and other
|
|
|
18 |
|
|
|
103 |
|
|
|
|
|
|
|
60,738 |
|
|
|
52,303 |
|
Less: Long-term portion of deferred revenue
|
|
|
(1,279 |
) |
|
|
(710 |
) |
|
|
|
Current portion of deferred revenue
|
|
$ |
59,459 |
|
|
$ |
51,593 |
|
|
On October 13, 1999, the Company entered into a
$130,000,000 credit agreement with a group of banks. The credit
agreement provided for an aggregate availability of
$130,000,000, including an $115,000,000 term loan and a
$15,000,000 revolving credit facility. Both facilities were
scheduled to mature on September 30, 2005. The loans
carried interest at the prime rate or Eurodollar rate plus an
applicable margin, as defined in the agreement, and were
collateralized by all the property of the Company. The Company
had no amounts outstanding on the revolving credit facility at
December 31, 2004. The principal balance of the
Companys term loan was paid off during the first calendar
quarter of 2004; accordingly, as of December 31, 2005 and
2004, the Company had no remaining balance on the term loan. The
credit agreement was terminated by the Company in July 2004.
Revolving credit facility
On September 30, 2004, the Company closed a new revolving
credit facility, which replaced its prior $15,000,000 revolving
credit facility that was terminated in July 2004. Amounts
borrowed under the new $30,000,000 revolving credit facility
bear interest, at the Companys option, at a variable rate
based on either the prime rate, federal funds rate or LIBOR plus
a margin of between 0.5% and 2.0% based on the Companys
consolidated leverage ratio. Amounts outstanding under the new
facility are guaranteed by the Companys operating
subsidiaries and the facility is subject to certain covenants
including a maximum leverage ratio, minimum interest coverage
ratio and minimum net worth. Additionally, the credit facility
restricts the Companys ability to declare and pay
dividends and repurchase the Companys common stock. When
there are no outstanding amounts under the credit facility, the
Company may pay dividends to its stockholders and/or repurchase
the Companys common stock in an aggregate amount of up to
100% of the Companys cash on hand as of the most recent
fiscal quarter end. When there are outstanding amounts under the
credit facility, the Company may pay dividends and/or repurchase
common stock in an aggregate amount of up to (1) 35% of
cash on hand as of the most recent fiscal quarter end, if the
ratio of total indebtedness to EBITDA (as calculated under the
credit facility) as of the most recent quarter end is less than
1.00 to 1.00, or (2) 25% of cash on hand as of the most
recent fiscal quarter end, if such ratio is equal to or greater
than 1.00 to 1.00. Additionally, in order to pay dividends
and/or repurchase the Companys common stock, the Company
must be in compliance with the credit facility, including each
of the financial covenants, and the Company must have cash on
hand of at least $3,000,000, each after giving effect to the
payment of dividends and/or the repurchase of the Companys
common stock.
F-21
Blackbaud, Inc.
Notes to consolidated financial
statements (Continued)
There were no principal or interest amounts outstanding under
the facility as of December 31, 2005. The termination date
of the facility is September 30, 2007.
Deferred financing costs
Amortization expense for deferred financing costs was $48,000,
$184,000, and $858,000 for the years ended December 31,
2005, 2004 and 2003, respectively. Of the 2003 amount $345,000
represented charges associated with earlier than required
principal repayment. As of December 31, 2005, the deferred
financing fees associated with the term loan and credit
agreement were fully amortized to interest expense.
|
|
9. |
Derivative financial instruments |
The Companys only derivative instrument, as defined under
the various technical pronouncement discussed in note 1,
was its interest rate swap.
The Company has used interest rate swap agreements in the normal
course of business to manage its exposure to interest rate
changes. The Company formally documents all relations between
its hedging instruments and the hedged items, as well as its
risk-management objectives and strategy for undertaking various
hedge transactions. The Company formally assesses, both at the
hedges inception and on an ongoing basis, whether the
derivatives that are used in hedging transactions are highly
effective in offsetting changes in the hedged items. Such
agreements are considered hedges of specific borrowings, and
differences paid and received under the swap agreements are
recognized as adjustments to interest expense. The Company had
an interest rate swap agreement that carried a total notional
amount of $50,000,000, with the Company paying interest at a
fixed rate of 2.738% and receiving a variable amount equal to
the one-month Eurodollar rate; the swap matured on
December 29, 2003, and the notional amount of the swap
decreased over time commensurate with scheduled repayments of
the Companys debt. The Company recorded interest expense
in connection with the swap agreement of $423,000 for the year
ended December 31, 2003.
The Company had no outstanding interest rate swap agreements, or
other derivative instruments outstanding as of December 31,
2005 or 2004.
|
|
10. |
Commitments and contingencies |
The Company currently leases office space and various office
equipment under operating leases. Total rental expense was
$2,841,000, $3,004,000 and $3,064,000 for the years ended
December 31, 2005, 2004 and 2003, respectively. The future
minimum lease commitments related to these agreements, as well
as the lease agreement discussed below, net of related sublease
commitments, are as follows:
|
|
|
|
|
| |
Year ending December 31, |
|
Operating | |
(in thousands) |
|
leases | |
| |
2006
|
|
$ |
4,412 |
|
2007
|
|
|
4,452 |
|
2008
|
|
|
4,883 |
|
2009
|
|
|
5,172 |
|
2010 and thereafter
|
|
|
3,155 |
|
|
|
|
|
Total minimum lease payments
|
|
$ |
22,074 |
|
|
F-22
Blackbaud, Inc.
Notes to consolidated financial
statements (Continued)
Lease agreement
On October 13, 1999, the Company entered into a lease
agreement for office space with Duck Pond Creek, LLC, which is
owned by certain current and former minority stockholders of the
Company. The term of the lease is for ten years with two
five-year renewal options by the Company. The annual base rent
of the lease is $4,316,000 payable in equal monthly
installments. The base rate escalates annually at a rate equal
to the change in the consumer price index, as defined in the
agreement.
The Company has subleased a portion of its headquarters facility
under various agreements extending through 2008. Under these
agreements, rent expense was reduced by $474,000, $488,000 and
$441,000 for the years ended December 31, 2005, 2004 and
2003, respectively. The operating lease commitments will be
reduced by minimum aggregate sublease commitments of $481,000,
$475,000, $128,000, $0, and $0 for the years 2006, 2007, 2008,
2009 and 2010 and thereafter, respectively. The Company has also
received and expects to receive through 2015, quarterly South
Carolina state incentive payments as a result of locating its
headquarters facility in Berkeley County, South Carolina. These
amounts are recorded as a reduction of rent expense and were
$1,562,000, $1,210,000 and $1,077,000 for the years ended
December 31, 2005, 2004 and 2003, respectively.
Other commitments
The Company has a commitment of $200,000 payable annually
through 2009 for certain naming rights with an entity
principally owned by an individual who, prior to the
Companys public offering on July 22, 2004, was a
minority stockholder of the Company. The Company incurred
expense under this agreement of $200,000 for each of the three
years ended December 31, 2005, 2004 and 2003.
The Company utilizes third party relationships in conjunction
with its products. The contractual arrangements vary in length
from one to three years. In certain cases, these arrangements
require a minimum annual purchase commitment. The total minimum
annual purchase commitment under these arrangements is
approximately $600,000 through 2008. The Company incurred
expense under these arrangements of $670,000, $607,000 and
$546,000 for the years ended December 31, 2005, 2004 and
2003, respectively.
Legal contingencies
The Company is subject to legal proceedings and claims which
have arisen in the ordinary course of business. The Company does
not believe the amount of potential liability with respect to
these actions will have a material adverse effect upon the
Companys financial position or results of operations.
The following summarizes the components of the income tax
expense:
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
Years ended December 31, | |
|
|
| |
(in thousands) |
|
2005 | |
|
2004 | |
|
2003 | |
| |
Current provision
|
|
$ |
(4,196 |
) |
|
$ |
6,230 |
|
|
$ |
1,769 |
|
Deferred provision
|
|
|
17,540 |
|
|
|
701 |
|
|
|
2,178 |
|
|
|
|
Total provision
|
|
$ |
13,344 |
|
|
$ |
6,931 |
|
|
$ |
3,947 |
|
|
F-23
Blackbaud, Inc.
Notes to consolidated financial
statements (Continued)
A reconciliation of the effect of applying the federal statutory
rate and the effective income tax rate used to calculate the
Companys income tax provision is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
Years ended December 31, | |
|
|
| |
|
|
2005 | |
|
2004 | |
|
2003 | |
| |
Statutory federal income tax rate
|
|
|
34.0 |
% |
|
|
34.0 |
% |
|
|
34.0 |
% |
State income taxes, net of federal benefit
|
|
|
3.6 |
|
|
|
5.9 |
|
|
|
10.5 |
|
Effect of change in federal income tax rate
|
|
|
0.8 |
|
|
|
0.8 |
|
|
|
|
|
Effect of change in federal income tax rate applied to deferred
tax asset
|
|
|
|
|
|
|
(9.0 |
) |
|
|
|
|
Effect of variable accounting applied to incentive stock options
|
|
|
(1.8 |
) |
|
|
(0.7 |
) |
|
|
73.7 |
|
Incremental South Carolina credits, net of federal benefit
|
|
|
(5.5 |
) |
|
|
|
|
|
|
|
|
Change in valuation reserve for state tax credits, net of
federal benefit
|
|
|
(2.0 |
) |
|
|
|
|
|
|
|
|
Nondeductible portion of meals and entertainment
|
|
|
0.3 |
|
|
|
0.5 |
|
|
|
3.1 |
|
Nondeductible initial public offering costs
|
|
|
0.2 |
|
|
|
4.4 |
|
|
|
|
|
Adjustment of prior year item
|
|
|
(0.5 |
) |
|
|
|
|
|
|
(7.5 |
) |
Other
|
|
|
(0.5 |
) |
|
|
(0.5 |
) |
|
|
|
|
|
|
|
Income tax provision effective rate
|
|
|
28.6 |
% |
|
|
35.4 |
% |
|
|
113.8 |
% |
|
F-24
Blackbaud, Inc.
Notes to consolidated financial
statements (Continued)
The significant components of the Companys deferred tax
asset were as follows:
|
|
|
|
|
|
|
|
|
| |
|
|
Year ended December 31, | |
|
|
| |
(in thousands) |
|
2005 | |
|
2004 | |
| |
Deferred tax assets:
|
|
|
|
|
|
|
|
|
Current
|
|
|
|
|
|
|
|
|
Research and other tax credits
|
|
$ |
360 |
|
|
$ |
25 |
|
Federal and state net operating loss carryforwards
|
|
|
6,191 |
|
|
|
|
|
Allowance for doubtful accounts
|
|
|
396 |
|
|
|
476 |
|
Other
|
|
|
1,133 |
|
|
|
103 |
|
Valuation allowance
|
|
|
(291 |
) |
|
|
(25 |
) |
|
|
|
Net current deferred tax assets
|
|
|
7,789 |
|
|
|
579 |
|
Noncurrent deferred tax assets
|
|
|
|
|
|
|
|
|
Intangible assets
|
|
|
65,495 |
|
|
|
73,728 |
|
Research and other tax credits
|
|
|
9,788 |
|
|
|
3,939 |
|
Effect of variable accounting applied to nonqualified stock
options
|
|
|
362 |
|
|
|
15,117 |
|
Other
|
|
|
275 |
|
|
|
|
|
Valuation allowance
|
|
|
(2,736 |
) |
|
|
(3,939 |
) |
|
|
|
Net noncurrent deferred tax assets
|
|
|
73,184 |
|
|
|
88,845 |
|
|
|
|
Total deferred tax assets
|
|
|
80,973 |
|
|
|
89,424 |
|
Deferred tax liabilities:
|
|
|
|
|
|
|
|
|
Current
|
|
|
(189 |
) |
|
|
(37 |
) |
Noncurrent
|
|
|
(1,697 |
) |
|
|
(1,323 |
) |
|
|
|
Total deferred tax liabilities
|
|
|
(1,886 |
) |
|
|
(1,360 |
) |
|
|
|
Net deferred tax asset
|
|
$ |
79,087 |
|
|
$ |
88,064 |
|
|
At December 31, 2005, the Company had net operating loss
carry forwards for federal income tax purposes of approximately
$15.2 million and state income tax purposes of
approximately $31.2 million which were all generated in the
current year. These net operating loss carryforwards expire in
2025.
As of December 31 2005, the Company had a federal foreign
tax credit of approximately $0.9 million and a federal
general business credit carryover of approximately
$2.4 million which will expire in 2009 and 2025
respectively. No federal tax credit carryovers existed as of
December 31, 2004. As of December 31, 2005 the Company
has state tax credits of approximately $10.0 million,
$6.5 million net of tax, which will expire between 2009 and
2019, if unused. These state tax credits were fully reserved as
of December 31, 2004 and had a valuation reserve of
approximately $4.6 million, $3.0 million net of tax,
as of December 31, 2005. In fiscal 2005 and 2004 income tax
benefits of approximately $8.6 million and
$0.2 million respectively, attributable to employee stock
option transactions were recorded in stockholders equity.
The following table illustrates the change in the Companys
deferred tax asset valuation allowance.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31, | |
|
|
| |
|
|
Balance at | |
|
|
|
Balance at | |
|
|
Beginning of | |
|
|
|
End of | |
(in millions) |
|
Period | |
|
Increase | |
|
Decrease | |
|
Period | |
|
|
| |
|
| |
|
| |
|
| |
2005
|
|
|
4.0 |
|
|
|
1.9 |
|
|
|
(2.9 |
) |
|
|
3.0 |
|
2004
|
|
|
4.0 |
|
|
|
|
|
|
|
|
|
|
|
4.0 |
|
2003
|
|
|
4.0 |
|
|
|
|
|
|
|
|
|
|
|
4.0 |
|
F-25
Blackbaud, Inc.
Notes to consolidated financial
statements (Continued)
Preferred stock
The Company has authorized 20,000,000 shares of preferred
stock. No shares were issued and outstanding at
December 31, 2005 and 2004. The Companys Board of
Directors may fix the relative rights and preferences of each
series of preferred stock in a resolution of the Board of
Directors.
Dividends
On February 1, 2005, the Companys Board of Directors
approved an annual cash dividend policy of $0.20 per share
for the year ending December 31, 2005. On February 1,
2005, the Company declared its first quarter dividend of
$0.05 per share payable on February 28, 2005 to
stockholders of record on February 14, 2005. On
April 27, 2005 the Company declared its second quarter
dividend of $0.05 per share payable on May 29, 2005 to
stockholders of record on May 15, 2005. On July 27,
2005, the Company declared its third quarter dividend of
$0.05 per share payable on August 30, 2005 to
stockholders of record on August 15, 2005. On
October 31, 2005, the Company declared its fourth quarter
dividend of $0.05 per share payable on November 30,
2005 to stockholders of record on November 15, 2005.
Stock purchase program
On February 1, 2005, the Companys Board of Directors
approved a stock repurchase program that authorized the Company
to buy back up to $35,000,000 of the Companys outstanding
shares of common stock. The shares could be purchased in
conjunction with a public offering of Blackbaud stock, from time
to time on the open market or in privately negotiated
transactions depending upon market conditions and other factors,
all in accordance with the requirements of applicable law. The
Company repurchased 861,076 shares under this program at an
average price per share of $12.34. The Company accounts for
purchases of treasury stock under the cost method which resulted
in an increase to the treasury stock balance of $10,630,000 as
of December 31, 2005. This program was terminated on
June 3, 2005.
On July 26, 2005, the Companys Board of Directors
approved a stock repurchase program that authorized the Company
to buy back up to $35,000,000 of the Companys outstanding
shares of common stock. The shares could be purchased in
conjunction with a public offering of Blackbaud stock, from time
to time on the open market or in privately negotiated
transactions depending upon market conditions and other factors,
all in accordance with the requirements of applicable law. Under
the program, during the third and fourth quarters of 2005, the
Company purchased 440,720 shares of its common stock at an
average price of $15.81 per share. The Company accounts for
purchases of treasury stock under the cost method which resulted
in an increase to the treasury stock balance of $6,967,000 as of
December 31, 2005.
Self-tender offer
On May 31, 2005, the Companys Board of Directors
approved a self-tender offer to purchase up to
2,620,690 shares of its common stock for $14.50 per
share. On June 3, 2005, the Company commenced the self
tender offer to purchase shares of its common stock which
expired on July 1, 2005. On July 5, 2005, the
Companys Board of Directors approved the purchase of an
additional 344,827 shares under the self tender offer and
on July 13, 2005, the Company completed the purchase of
2,965,517 shares of its common stock for a total of
$43.3 million. This amount was recorded as an increase in
treasury stock.
|
|
13. |
Employee profit-sharing and stock-based compensation plans |
The Company has a 401(k) profit-sharing plan (the
Plan) covering substantially all employees.
Employees can contribute between 1% and 30% of their salaries in
2005 and 2004 and the Company
F-26
Blackbaud, Inc.
Notes to consolidated financial
statements (Continued)
matches 50% of qualified employees contributions up to 6%
of their salary. The Plan also provides for additional employer
contributions to be made at the Companys discretion. Total
matching contributions to the Plan for the years ended
December 31, 2005, 2004 and 2003 were $1,517,000,
$1,139,000 and $1,015,000, respectively. There was no
discretionary contribution by the Company to the Plan in 2005,
2004 and 2003.
The Company has adopted four stock-based compensation plans: the
1999 Stock Option Plan (the 1999 Plan), the 2000
Stock Option Plan (the 2000 Plan), the 2001 Stock
Option Plan (the 2001 Plan) and the 2004 Stock Plan
(the 2004 Plan) on October 13, 1999,
May 2, 2000, July 1, 2001, and March 23, 2004,
respectively. The Companys Board of Directors administers
the above plans and the stock based awards are granted at terms
determined by them. The total number of authorized stock based
awards under these plans is 10,069,269. All stock based awards
granted under these plans have a
10-year contractual
term.
The option agreements under all of the plans, except the 2004
Plan, provide that all unvested options vest upon a change in
control of the Company, as defined.
The Company granted options under the 1999 Plan to purchase
shares of common stock at an exercise price of $4.80 per
share, of which 576,141 were outstanding at December 31,
2005. The options granted under this plan have two vesting
schedules. Options totaling 216,540 vest 37.5% after one and a
half years following the grant date and the remaining 62.5% vest
ratably over two and a half years at six-month intervals. The
359,601 remaining options vest ratably over four years at
six-month intervals.
The Company granted options under the 2000 Plan to purchase
shares of common stock at an exercise price of $4.80 per
share, of which 419 were outstanding at December 31, 2005.
The options vest 25% on the date of grant and the remaining 75%
vest in eight equal semi-annual installments beginning on
September 30, 2000. In addition to the change in control
provision, unvested options also become 50% vested upon
consummation of an initial public offering. The option grant
under the 2000 Plan also includes a provision whereby the
Company will pay a portion of the tax payments of the optionee.
The inclusion of this provision requires the Company to account
for these options as variable awards under APB 25 and
record compensation expense for the difference between the
exercise price and the fair market value of the stock at each
reporting date. The effect of this accounting is not expected to
be material in future periods. The accrued cash component of
stock-based compensation in note 6 represents the tax
payments that would be due the optionee under the 2000 Stock
Option Plan at December 31, 2005 and 2004. The amount has
been calculated using the same assumptions used in estimating
stock-based compensation expense under the principles of
variable accounting.
The Company has granted options under the 2001 Plan to purchase
shares of common stock at an exercise price of $4.80, $5.44,
$7.20, $8.00 and $9.04 per share, of which 1,480,333,
604,928, 54,701, 35,157, and 13,274, respectively, were
outstanding at December 31, 2005. The options vest in equal
annual installments over four years from the date of grant. The
option grants under this plan include a provision whereby the
Company has the right to call shares exercised under the grants
at a discount from fair market value if the employee is
terminated for cause, as defined. This provision expired upon
the Companys initial public offering. The inclusion of
this provision requires the Company to account for all options
issued under this plan after January 18, 2001 as variable
awards and record compensation expense for the difference
between the exercise price and the fair market value of the
stock at each reporting date.
The Company adopted the 2004 Plan on March 23, 2004. The
Company has granted options under the 2004 Plan to purchase
shares of common stock at an exercise price of $8.00, $8.60,
$10.59, $13.05 and $16.10 per share, of which 42,500,
216,679, 92,500, 15,000 and 800,000, respectively, were
outstanding at December 31, 2005. The options vest in equal
annual installments over four years from the grant date,
F-27
Blackbaud, Inc.
Notes to consolidated financial
statements (Continued)
with the exception of 800,000 options which vest 25% on the
first anniversary from the date of grant and the remaining 75%
in 12 equal quarter-annual installments.
The Compensation Committee has granted options at or above its
estimate of fair market value at the date of grant.
A summary of the activity in the Companys stock-based
compensation plan is as follows:
|
|
|
|
|
|
|
|
|
| |
|
|
Weighted | |
|
|
average | |
|
|
exercise | |
|
|
Shares | |
|
price | |
| |
Options outstanding at December 31, 2002
|
|
|
9,277,654 |
|
|
$ |
4.83 |
|
Granted
|
|
|
802,884 |
|
|
|
5.66 |
|
Exercised
|
|
|
(48,462 |
) |
|
|
4.80 |
|
Forfeited
|
|
|
(469,948 |
) |
|
|
4.80 |
|
|
|
|
Options outstanding at December 31, 2003
|
|
|
9,562,128 |
|
|
$ |
4.91 |
|
Granted
|
|
|
571,139 |
|
|
|
9.20 |
|
Exercised
|
|
|
(140,184 |
) |
|
|
4.80 |
|
Forfeited
|
|
|
(168,686 |
) |
|
|
5.21 |
|
|
|
|
Options outstanding at December 31, 2004
|
|
|
9,824,397 |
|
|
$ |
5.15 |
|
Granted
|
|
|
800,000 |
|
|
|
16.10 |
|
Exercised
|
|
|
(4,493,847 |
) |
|
|
4.95 |
|
Forfeited
|
|
|
(168,515 |
) |
|
|
7.61 |
|
Surrendered in net exercise
|
|
|
(2,030,403 |
) |
|
|
4.80 |
|
|
|
|
Options outstanding at December 31, 2005
|
|
|
3,931,632 |
|
|
$ |
7.69 |
|
|
F-28
Blackbaud, Inc.
Notes to consolidated financial
statements (Continued)
The following table summarizes information about stock options
outstanding at December 31, 2005:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted |
|
|
|
|
average |
|
Weighted | |
|
|
|
Weighted | |
|
|
Outstanding | |
|
remaining |
|
average | |
|
Exercisable | |
|
average | |
Range of |
|
as of | |
|
contractual |
|
exercise | |
|
as of | |
|
exercise | |
Exercise Prices |
|
12/31/2005 | |
|
life (in years) |
|
price | |
|
12/31/2005 | |
|
price | |
|
$ |
4.80 |
|
|
|
2,056,893 |
|
|
4.9 |
|
$ |
4.80 |
|
|
|
1,914,634 |
|
|
$ |
4.80 |
|
$ |
5.44 |
|
|
|
604,928 |
|
|
6.8 |
|
|
5.44 |
|
|
|
224,975 |
|
|
|
5.44 |
|
$ |
7.20 |
|
|
|
54,701 |
|
|
7.7 |
|
|
7.20 |
|
|
|
7,825 |
|
|
|
7.20 |
|
$ |
8.00 |
|
|
|
77,657 |
|
|
8.4 |
|
|
8.00 |
|
|
|
10,625 |
|
|
|
8.00 |
|
$ |
8.60 |
|
|
|
216,679 |
|
|
8.6 |
|
|
8.60 |
|
|
|
32,964 |
|
|
|
8.60 |
|
$ |
9.04 |
|
|
|
13,274 |
|
|
8.1 |
|
|
9.04 |
|
|
|
4,425 |
|
|
|
9.04 |
|
$ |
10.59 |
|
|
|
92,500 |
|
|
8.7 |
|
|
10.59 |
|
|
|
17,500 |
|
|
|
10.59 |
|
$ |
13.05 |
|
|
|
15,000 |
|
|
9.0 |
|
|
13.05 |
|
|
|
3,750 |
|
|
|
13.05 |
|
$ |
16.10 |
|
|
|
800,000 |
|
|
9.9 |
|
$ |
16.10 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,931,632 |
|
|
6.6 |
|
$ |
7.69 |
|
|
|
2,216,698 |
|
|
$ |
5.01 |
|
|
The Company has also granted shares of common stock subject to
certain restrictions under the 2004 Plan. Restricted stock
grants vest in equal annual installments over four years from
the grant date, except for 12,825 shares which vest after
one year. The fair market value of the stock at the time of the
grant is amortized on a straight-line basis to expense over the
period of vesting. Unamortized compensation expense is recorded
as a reduction to stockholders equity. Recipients of
restricted stock have the right to vote such shares and receive
dividends. Income tax benefits resulting from the vesting of
restricted stock, including a deduction for the excess, if any,
of the fair market value of restricted stock at the time of the
vesting over their fair market value at the time of the grants,
are credited to additional paid-in capital. There were
486,483 shares of restricted stock outstanding at
December 31, 2005.
The Company has adopted SFAS No. 131,
Disclosures about Segments of an Enterprise and Related
information. SFAS No. 131 establishes standards
for the reporting by business enterprises of information about
operating segments, products and services, geographic areas, and
major customers. The method of determining what information is
reported is based on the way that management organizes the
operating segments within the Company for making operational
decisions and assessments of financial performance. The Company
has determined that its reportable segments are those that are
based upon internal financial reports that disaggregate certain
operating information into six reportable segments. The
Companys chief operating decision maker, as defined in
SFAS No. 131, is its chief executive officer, or CEO.
In the first quarter of 2006, as part of the continued
refinement of its business strategy, the Company identified two
modifications to its method of operating and evaluating its business
units, and as a result, the Company modified its segment reporting
under SFAS No. 131. At the beginning of 2006, the
Company combined its consulting and training businesses under
one managerial structure and began reporting the results of
operations of these business units to the CEO as a combined
entity. Additionally, as a result of the increased significance
of its subscription revenue, the Company began to report
separately the results of this business unit, previously
included with the software maintenance segment. Accordingly, the
Company has amended its segment disclosure for the years ended
December 31, 2005, 2004 and 2003 to reflect these changes.
Additionally, as a result of the change in segment reporting, the
Company has modified the consolidated statements of operations to
reflect the reclassification of subscription revenue and cost of
revenue to be shown separately.
F-29
Blackbaud, Inc.
Notes to consolidated financial
statements (Continued)
The CEO uses the information presented in these reports to make
certain operating decisions. The CEO does not review any report
presenting segment balance sheet information. The segment
revenues and direct controllable costs, which include salaries,
related benefits, third party contractors, data expense and
classroom rentals, for the years ended December 31, 2005,
2004 and 2003 were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
Consulting(1) | |
|
|
|
|
License | |
|
and education | |
|
Analytic(2) | |
|
|
(in thousands) |
|
fees | |
|
services | |
|
services | |
|
Maintenance | |
|
Subscriptions | |
|
Other | |
|
Total | |
| |
December 31, 2005
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue |
|
$ |
29,978 |
|
|
$ |
46,943 |
|
|
$ |
5,663 |
|
|
$ |
71,308 |
|
|
$ |
7,167 |
|
|
$ |
5,237 |
|
|
$ |
166,296 |
|
|
Direct controllable costs |
|
|
4,380 |
|
|
|
21,098 |
|
|
|
3,607 |
|
|
|
8,608 |
|
|
|
1,300 |
|
|
|
4,911 |
|
|
|
43,904 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment income
|
|
|
25,598 |
|
|
|
25,845 |
|
|
|
2,056 |
|
|
|
62,700 |
|
|
|
5,867 |
|
|
|
326 |
|
|
|
122,392 |
|
|
Corporate costs not allocated |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,226 |
|
|
Operating expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
70,442 |
|
|
Interest (income) expense, net |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(915 |
) |
|
Other expense (income), net |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(6 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before provision for income taxes |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
46,645 |
|
|
December 31, 2004
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue |
|
$ |
25,387 |
|
|
$ |
37,708 |
|
|
$ |
5,085 |
|
|
$ |
63,231 |
|
|
$ |
3,710 |
|
|
$ |
4,316 |
|
|
$ |
139,437 |
|
|
Direct controllable costs |
|
|
3,545 |
|
|
|
17,171 |
|
|
|
2,914 |
|
|
|
8,202 |
|
|
|
290 |
|
|
|
3,956 |
|
|
|
36,078 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment income
|
|
|
21,842 |
|
|
|
20,537 |
|
|
|
2,171 |
|
|
|
55,029 |
|
|
|
3,420 |
|
|
|
360 |
|
|
|
103,359 |
|
|
Corporate costs not allocated |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,122 |
|
|
Operating expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
79,080 |
|
|
Interest (income) expense, net |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(59 |
) |
|
Other expense (income), net |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(356 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before provision for income taxes |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
19,572 |
|
|
December 31, 2003
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue |
|
$ |
21,339 |
|
|
$ |
30,652 |
|
|
$ |
3,611 |
|
|
$ |
56,656 |
|
|
$ |
2,147 |
|
|
$ |
4,352 |
|
|
$ |
118,757 |
|
|
Direct controllable costs |
|
|
2,819 |
|
|
|
13,014 |
|
|
|
1,845 |
|
|
|
8,287 |
|
|
|
275 |
|
|
|
3,684 |
|
|
|
29,924 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment income
|
|
|
18,520 |
|
|
|
17,638 |
|
|
|
1,766 |
|
|
|
48,369 |
|
|
|
1,872 |
|
|
|
668 |
|
|
|
88,833 |
|
|
Corporate costs not allocated |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9,450 |
|
|
Operating expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
73,687 |
|
|
Interest (income) expense, net |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,462 |
|
|
Other expense (income), net |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(235 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before provision for income taxes |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
3,469 |
|
|
|
|
(1) |
This segment consists of consulting, installation and
implementation services, document imaging, customer training and
other educational services. |
|
(2) |
This segment consists of donor prospect research and data
modeling services. |
F-30
Blackbaud, Inc.
Notes to consolidated financial
statements (Continued)
The Company also derives a portion of its revenue from its
foreign operations. The following table presents revenue by
geographic region based on country of invoice origin and
identifiable and long-lived assets by geographic region based on
the location of the assets.
It is impractical for the Company to identify revenues from
Canada separately prior to the creation of this legal entity in
January 2004.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
(in thousands) | |
|
Domestic | |
|
Canada | |
|
Europe | |
|
Pacific | |
|
Total | |
| |
Revenue from external customers:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2005 |
|
$ |
143,891 |
|
|
$ |
8,318 |
|
|
$ |
12,073 |
|
|
$ |
2,014 |
|
|
$ |
166,296 |
|
|
2004 |
|
|
118,423 |
|
|
|
7,029 |
|
|
|
12,450 |
|
|
|
1,535 |
|
|
|
139,437 |
|
|
2003 |
|
|
108,027 |
|
|
|
|
|
|
|
9,393 |
|
|
|
1,337 |
|
|
|
118,757 |
|
Property, plant and equipment:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2005 |
|
$ |
8,308 |
|
|
|
|
|
|
$ |
368 |
|
|
$ |
24 |
|
|
$ |
8,700 |
|
|
December 31, 2004 |
|
|
6,820 |
|
|
|
|
|
|
|
347 |
|
|
|
32 |
|
|
|
7,199 |
|
|
The Company generated license fee revenue from its principal
products as indicated in the table below:
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
Years ended December 31, | |
|
|
| |
|
|
2005 | |
|
2004 | |
|
2003 | |
| |
Raisers Edge
|
|
$ |
19,023 |
|
|
$ |
16,469 |
|
|
$ |
14,383 |
|
Financial Edge
|
|
|
6,031 |
|
|
|
5,395 |
|
|
|
5,570 |
|
Education Edge
|
|
|
1,442 |
|
|
|
1,336 |
|
|
|
1,217 |
|
Information Edge
|
|
|
554 |
|
|
|
309 |
|
|
|
169 |
|
Analytics
|
|
|
987 |
|
|
|
966 |
|
|
|
|
|
Patron Edge
|
|
|
1,941 |
|
|
|
912 |
|
|
|
|
|
|
|
|
|
|
$ |
29,978 |
|
|
$ |
25,387 |
|
|
$ |
21,339 |
|
|
It is impractical for the Company to identify its other revenues
by product category.
|
|
15. |
Quarterly unaudited results |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, | |
|
June 30, | |
|
September 30, | |
|
December 31, | |
(in thousands, except per share data) |
|
2005 | |
|
2005 | |
|
2005 | |
|
2005 | |
|
|
| |
|
| |
|
| |
|
| |
Total revenue
|
|
$ |
37,403 |
|
|
$ |
42,808 |
|
|
$ |
43,144 |
|
|
$ |
42,941 |
|
Gross profit
|
|
|
26,104 |
|
|
|
30,335 |
|
|
|
30,582 |
|
|
|
29,145 |
|
Income from operations
|
|
|
17,284 |
|
|
|
9,006 |
|
|
|
10,717 |
|
|
|
8,717 |
|
Income before provision for income taxes
|
|
|
17,412 |
|
|
|
9,432 |
|
|
|
10,862 |
|
|
|
8,939 |
|
Net income
|
|
|
10,859 |
|
|
|
8,535 |
|
|
|
7,720 |
|
|
|
6,187 |
|
Earnings per share
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
$ |
0.25 |
|
|
$ |
0.19 |
|
|
$ |
0.18 |
|
|
$ |
0.15 |
|
|
Diluted
|
|
$ |
0.23 |
|
|
$ |
0.18 |
|
|
$ |
0.17 |
|
|
$ |
0.14 |
|
F-31
Blackbaud, Inc.
Notes to consolidated financial
statements (Continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, | |
|
June 30, | |
|
September 30, | |
|
December 31, | |
(in thousands, except per share data) |
|
2004 | |
|
2004 | |
|
2004 | |
|
2004 | |
|
|
| |
|
| |
|
| |
|
| |
Total revenue
|
|
$ |
31,438 |
|
|
$ |
35,549 |
|
|
$ |
36,410 |
|
|
$ |
36,040 |
|
Gross profit
|
|
|
21,588 |
|
|
|
24,992 |
|
|
|
27,159 |
|
|
|
24,498 |
|
Income from operations
|
|
|
6,592 |
|
|
|
9,062 |
|
|
|
12,685 |
|
|
|
(9,182 |
) |
Income before provision for income taxes
|
|
|
6,753 |
|
|
|
9,051 |
|
|
|
12,742 |
|
|
|
(8,974 |
) |
Net income (loss)
|
|
|
3,997 |
|
|
|
5,343 |
|
|
|
7,587 |
|
|
|
(4,286 |
) |
Earnings (loss) per share
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
$ |
0.09 |
|
|
$ |
0.13 |
|
|
$ |
0.18 |
|
|
$ |
(0.10 |
) |
|
Diluted
|
|
$ |
0.09 |
|
|
$ |
0.12 |
|
|
$ |
0.16 |
|
|
$ |
(0.10 |
) |
Earnings (loss) per common share is computed independently for
each of the periods presented and, therefore, may not add up to
the total for the year.
On January 20, 2006, the Company acquired substantially all
of the assets of Campagne Associates, a New Hampshire-based
provider of fundraising software, for $6.0 million plus
additional contingent payments of up to $2.0 million. The
Company has engaged a third party to value the assets acquired
and to support the Companys accounting for the acquisition.
On February 16, 2006 the Companys Board of Directors
approved an increase to the Companys annual dividend from
$0.20 per share to $0.28 per share and declared its
first quarter dividend of $0.07 per share payable on
March 15, 2006 to stockholders of record on
February 28, 2006.
F-32