Blackbaud, Inc.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
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þ |
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended March 31, 2007
Or
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o |
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to .
Commission file number: 000-50600
BLACKBAUD, INC.
(Exact name of registrant as specified in its charter)
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Delaware |
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(State or other jurisdiction of
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11-2617163 |
incorporation or organization)
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(I.R.S. Employer Identification No.) |
2000 Daniel Island Drive
Charleston, South Carolina 29492
(Address of principal executive offices, including zip code)
(843) 216-6200
(Registrants telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed
by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.
YES þ NO o
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer. See definition of accelerated filer and large
accelerated filer in Rule 12b-2 of the Exchange Act.
Large accelerated filer þ Accelerated filer o Non-accelerated filer o
Indicate by check mark whether registrant is a shell company (as defined in Rule 12b-2
of the Exchange Act).
YES o NO þ
The
number of shares of the registrants Common Stock outstanding as of May 10, 2007 was
43,951,473.
BLACKBAUD, INC.
TABLE OF CONTENTS
PART I- FINANCIAL INFORMATION
Item 1. Financial statements
Blackbaud, Inc.
Consolidated balance sheets
(Unaudited)
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December 31, |
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March 31, |
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2006 |
|
(in thousands, except share amounts) |
|
2007 |
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(Restated) |
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Assets |
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|
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Current assets: |
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|
|
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|
|
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|
Cash and cash equivalents |
|
$ |
15,982 |
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|
$ |
67,783 |
|
Cash, restricted |
|
|
|
|
|
|
518 |
|
Accounts receivable, net of allowance of $1,395 and $1,268
at March 31, 2007 and December 31, 2006, respectively |
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|
33,843 |
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|
29,505 |
|
Prepaid expenses and other current assets |
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|
7,613 |
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|
8,507 |
|
Deferred tax asset, current portion |
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|
5,820 |
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|
5,318 |
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|
Total current assets |
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63,258 |
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|
111,631 |
|
Property and equipment, net |
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|
12,833 |
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|
10,524 |
|
Deferred tax asset |
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|
60,538 |
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|
62,302 |
|
Goodwill |
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40,527 |
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|
2,518 |
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Intangible assets, net |
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29,643 |
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|
7,986 |
|
Other assets |
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34 |
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|
48 |
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Total assets |
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$ |
206,833 |
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|
$ |
195,009 |
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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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$ |
5,091 |
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$ |
5,863 |
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Accrued expenses and other current liabilities |
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16,631 |
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|
16,047 |
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Deferred acquisition costs, current portion |
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25 |
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|
518 |
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Capital lease obligations, current portion |
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488 |
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Short-term debt |
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20,000 |
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Deferred revenue |
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75,103 |
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75,078 |
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Total current liabilities |
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117,338 |
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97,506 |
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Deferred acquisition costs, long-term portion |
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|
271 |
|
Capital lease obligations, long-term portion |
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930 |
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Deferred revenue, long-term portion |
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2,102 |
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1,874 |
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Other liabilities, long-term |
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976 |
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Total liabilities |
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121,346 |
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|
99,651 |
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Commitments and contingencies (Note 9) |
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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, $.001 par value; 180,000,000
shares authorized, 49,289,798 and 49,205,522 shares issued
at March 31, 2007 and December 31, 2006, respectively |
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49 |
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49 |
|
Additional paid-in capital |
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90,995 |
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88,409 |
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Treasury stock, at cost; 5,365,963 and 4,743,895 shares at
March 31, 2007 and December 31, 2006, respectively |
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|
(83,734 |
) |
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|
(69,630 |
) |
Accumulated other comprehensive income |
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|
160 |
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|
232 |
|
Retained earnings |
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78,017 |
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76,298 |
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Total stockholders equity |
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85,487 |
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|
95,358 |
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Total liabilities and stockholders equity |
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$ |
206,833 |
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$ |
195,009 |
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The accompanying notes are an integral part of these consolidated financial statements.
1
Blackbaud, Inc.
Consolidated statements of operations
(Unaudited)
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Three months ended March 31, |
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2007 |
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2006 |
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(in thousands, except share and per share amounts) |
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(Restated) |
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Revenue |
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License fees |
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$ |
8,067 |
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$ |
7,221 |
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Services |
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18,314 |
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13,714 |
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Maintenance |
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22,436 |
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19,039 |
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Subscriptions |
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4,793 |
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2,288 |
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Other revenue |
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1,535 |
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1,290 |
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Total revenue |
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55,145 |
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43,552 |
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Cost of revenue |
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Cost of license fees |
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476 |
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670 |
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Cost of services |
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12,116 |
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|
8,111 |
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Cost of maintenance |
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4,019 |
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3,207 |
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Cost of subscriptions |
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1,924 |
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540 |
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Cost of other revenue |
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1,360 |
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1,090 |
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Total cost of revenue |
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19,895 |
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13,618 |
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Gross profit |
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35,250 |
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29,934 |
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Operating expenses |
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Sales and marketing |
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12,917 |
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9,284 |
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Research and development |
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6,827 |
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6,024 |
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General and administrative |
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6,144 |
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5,461 |
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Amortization |
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84 |
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129 |
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Total operating expenses |
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25,972 |
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20,898 |
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Income from operations |
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9,278 |
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9,036 |
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Interest income |
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371 |
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149 |
|
Interest expense |
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(367 |
) |
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(12 |
) |
Other (expense), net |
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(69 |
) |
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(29 |
) |
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Income before provision for income taxes |
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9,213 |
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9,144 |
|
Income tax provision |
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3,457 |
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|
3,584 |
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Net income |
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$ |
5,756 |
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$ |
5,560 |
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Earnings per share |
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Basic |
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$ |
0.13 |
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$ |
0.13 |
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Diluted |
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$ |
0.13 |
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$ |
0.12 |
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Common shares and equivalents outstanding |
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Basic weighted average shares |
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43,662,569 |
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42,883,929 |
|
Diluted weighted average shares |
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44,833,093 |
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|
44,600,235 |
|
Dividends per share |
|
$ |
0.085 |
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$ |
0.070 |
|
The accompanying notes are an integral part of these consolidated financial statements.
2
Blackbaud, Inc.
Consolidated statements of cash flows
(Unaudited)
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Three months ended March 31, |
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2007 |
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2006 |
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(in thousands) |
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(Restated) |
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Cash flows from operating activities |
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Net income |
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$ |
5,756 |
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|
$ |
5,560 |
|
Adjustments to reconcile net income to net cash provided by
operating activities: |
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Depreciation and amortization |
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1,648 |
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|
846 |
|
Provision for doubtful accounts and sales returns |
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|
491 |
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|
256 |
|
Stock-based compensation expense |
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|
1,712 |
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|
1,974 |
|
Amortization of deferred financing fees |
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|
12 |
|
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|
12 |
|
Deferred taxes |
|
|
2,012 |
|
|
|
1,269 |
|
Changes in assets and liabilities, net of acquisition |
|
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Accounts receivable |
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|
351 |
|
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|
411 |
|
Prepaid expenses and other assets |
|
|
1,695 |
|
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|
(929 |
) |
Trade accounts payable |
|
|
(1,387 |
) |
|
|
(1,354 |
) |
Accrued expenses and other current liabilities |
|
|
(3,049 |
) |
|
|
(3,151 |
) |
Deferred revenue |
|
|
(1,694 |
) |
|
|
(1,634 |
) |
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|
Net cash provided by operating activities |
|
|
7,547 |
|
|
|
3,260 |
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|
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Cash flows from investing activities |
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|
|
|
|
|
Purchase of property and equipment |
|
|
(1,050 |
) |
|
|
(264 |
) |
Purchase of net assets of acquired companies |
|
|
(59,216 |
) |
|
|
(6,081 |
) |
|
|
|
Net cash used in investing activities |
|
|
(60,266 |
) |
|
|
(6,345 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from financing activities |
|
|
|
|
|
|
|
|
Proceeds from issuance of debt |
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|
30,000 |
|
|
|
|
|
Proceeds from exercise of stock options |
|
|
428 |
|
|
|
3,266 |
|
Excess tax benefit on exercise of stock options |
|
|
446 |
|
|
|
2,922 |
|
Payments on debt |
|
|
(10,000 |
) |
|
|
|
|
Payments on debt acquired |
|
|
(1,922 |
) |
|
|
|
|
Payments on capital lease obligations |
|
|
(92 |
) |
|
|
|
|
Purchase of treasury stock |
|
|
(14,104 |
) |
|
|
(6,254 |
) |
Dividend payments to stockholders |
|
|
(3,768 |
) |
|
|
(3,034 |
) |
|
|
|
Net cash provided by (used in) financing activities |
|
|
988 |
|
|
|
(3,100 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
Effect of exchange rate on cash and cash equivalents |
|
|
(70 |
) |
|
|
(8 |
) |
|
|
|
Net decrease in cash and cash equivalents |
|
|
(51,801 |
) |
|
|
(6,193 |
) |
Cash and cash equivalents, beginning of period |
|
|
67,783 |
|
|
|
22,683 |
|
|
|
|
Cash and cash equivalents, end of period |
|
$ |
15,982 |
|
|
$ |
16,490 |
|
|
|
|
The accompanying notes are an integral part of these consolidated financial statements.
3
Blackbaud, Inc.
Consolidated statements of stockholders equity and comprehensive income
(Unaudited)
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Accumulated |
|
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Additional |
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|
other |
|
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|
Total |
|
|
|
Comprehensive |
|
|
|
Common stock |
|
|
paid-in |
|
|
Deferred |
|
|
Treasury |
|
|
comprehensive |
|
|
Retained |
|
|
stockholders |
|
(in thousands, except share amounts) |
|
income |
|
|
|
Shares |
|
|
Amount |
|
|
capital |
|
|
compensation |
|
|
stock |
|
|
income |
|
|
earnings |
|
|
equity |
|
Balance at December 31, 2005 (restated) |
|
|
|
|
|
|
|
47,529,836 |
|
|
$ |
48 |
|
|
$ |
73,583 |
|
|
$ |
(6,497 |
) |
|
$ |
(60,902 |
) |
|
$ |
92 |
|
|
$ |
58,428 |
|
|
$ |
64,752 |
|
|
|
|
|
|
|
|
Net income (restated) |
|
$ |
30,153 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
30,153 |
|
|
|
30,153 |
|
Payment of dividends |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(12,283 |
) |
|
|
(12,283 |
) |
Purchase of 442,000 treasury shares under stock repurchase program and
surrender of 34,562 shares upon option exercises and stock vesting |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(8,728 |
) |
|
|
|
|
|
|
|
|
|
|
(8,728 |
) |
Exercise of stock options |
|
|
|
|
|
|
|
1,449,468 |
|
|
|
1 |
|
|
|
7,863 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7,864 |
|
Tax impact of exercise of nonqualified stock options |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,060 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,060 |
|
Reclassification due to adoption of new accounting pronouncement |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(6,497 |
) |
|
|
6,497 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cumulative effect adjustment to assume historical forfeitures |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(20 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(20 |
) |
Stock-based compensation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7,420 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7,420 |
|
Restricted stock grants |
|
|
|
|
|
|
|
284,295 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Restricted stock cancellations |
|
|
|
|
|
|
|
(58,077 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Translation adjustment, net of tax |
|
|
140 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
140 |
|
|
|
|
|
|
|
140 |
|
|
|
|
|
|
|
|
Comprehensive income (restated) |
|
$ |
30,293 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at December 31, 2006 (restated) |
|
|
|
|
|
|
|
49,205,522 |
|
|
|
49 |
|
|
|
88,409 |
|
|
|
|
|
|
|
(69,630 |
) |
|
|
232 |
|
|
|
76,298 |
|
|
|
95,358 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
5,756 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,756 |
|
|
|
5,756 |
|
Payment of dividends |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(3,768 |
) |
|
|
(3,768 |
) |
Purchase of 620,878 treasury shares under stock repurchase program
and surrender of 1,190 shares upon restricted stock vesting |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(14,104 |
) |
|
|
|
|
|
|
|
|
|
|
(14,104 |
) |
Exercise of stock options |
|
|
|
|
|
|
|
84,636 |
|
|
|
|
|
|
|
428 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
428 |
|
Tax impact of exercise of nonqualified stock options |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
446 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
446 |
|
Cumulative effect of FIN 48 adoption |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(269 |
) |
|
|
(269 |
) |
Stock-based compensation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,712 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,712 |
|
Restricted stock grants |
|
|
|
|
|
|
|
4,319 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Restricted stock cancellations |
|
|
|
|
|
|
|
(4,679 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Translation adjustment, net of tax |
|
|
(72 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(72 |
) |
|
|
|
|
|
|
(72 |
) |
|
|
|
|
|
|
|
Comprehensive income |
|
$ |
5,684 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at March 31, 2007 |
|
|
|
|
|
|
|
49,289,798 |
|
|
$ |
49 |
|
|
$ |
90,995 |
|
|
$ |
|
|
|
$ |
(83,734 |
) |
|
$ |
160 |
|
|
$ |
78,017 |
|
|
$ |
85,487 |
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these consolidated financial statements.
4
Blackbaud, Inc.
Condensed notes to consolidated financial statements
March 31, 2007
(Unaudited)
1. 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. As of March 31, 2007,
the Company had approximately 16,000 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
foreign affairs.
2. Restatement of financial statements
During the preparation of the Companys Form 10-Q as of and for the quarter ended March, 31, 2007,
the Company determined that SEC Staff Accounting Bulletin No. 108 (SAB 108) was misapplied in
connection with reporting its consolidated financial position and results of operations as of and
for the period ended December 31, 2006. The Company is restating its financial statements for the
years ended December 31, 2006, 2005 and 2004 to reflect the impact of this error correction in
accordance with Financial Accounting Standards Boards
(FASB) 154, Accounting Changes and Error
Corrections, in this Form 10-Q for the period ended March 31, 2007. There was no impact to total
operating, investing or financing cash flows for the years ended December 31, 2006, 2005 and 2004
and for the three months ended March 31, 2006.
The Company has historically recognized maintenance and subscription revenue using a monthly
convention rather than on an actual-days basis. The effect on the statements of operations of the
difference between these two methods has been evaluated in the past and it was concluded that the
impact was immaterial. However under SAB 108, the Company should have recorded a one-time
adjustment to its retained earnings to correct for the cumulative impact of using the actual-days
method.
Accordingly, the Companys financial statements for the years ended 2006, 2005 and 2004 and the
three months ended March 31, 2006 have been restated as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As reported |
|
|
|
|
|
|
As restated |
|
|
|
March 31, |
|
|
|
|
|
|
March 31, |
|
(in thousands) |
|
2006 |
|
|
Adjustments |
|
|
2006 |
|
Statement of operations data |
|
|
|
|
|
|
|
|
|
|
|
|
Maintenance revenue |
|
$ |
19,199 |
|
|
$ |
(160 |
) |
|
$ |
19,039 |
|
Subscriptions revenue |
|
|
2,308 |
|
|
|
(20 |
) |
|
|
2,288 |
|
Total revenue |
|
|
43,732 |
|
|
|
(180 |
) |
|
|
43,552 |
|
Gross profit |
|
|
30,114 |
|
|
|
(180 |
) |
|
|
29,934 |
|
Income from operations |
|
|
9,216 |
|
|
|
(180 |
) |
|
|
9,036 |
|
Income tax provision |
|
|
3,654 |
|
|
|
(70 |
) |
|
|
3,584 |
|
Net income |
|
|
5,670 |
|
|
|
(110 |
) |
|
|
5,560 |
|
Basic earnings per share |
|
|
0.13 |
|
|
|
|
|
|
|
0.13 |
|
Diluted earnings per share |
|
|
0.13 |
|
|
|
(0.01 |
) |
|
|
0.12 |
|
5
Blackbaud, Inc.
Condensed notes to consolidated financial statements (continued)
March 31, 2007
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As reported |
|
|
|
|
|
|
As restated |
|
|
|
December 31, |
|
|
|
|
|
|
December 31, |
|
(in thousands) |
|
2006 |
|
|
Adjustments |
|
|
2006 |
|
Statement of operations data |
|
|
|
|
|
|
|
|
|
|
|
|
Maintenance revenue |
|
$ |
81,335 |
|
|
$ |
(442 |
) |
|
$ |
80,893 |
|
Subscriptions revenue |
|
|
10,742 |
|
|
|
(137 |
) |
|
|
10,605 |
|
Total revenue |
|
|
191,959 |
|
|
|
(579 |
) |
|
|
191,380 |
|
Gross profit |
|
|
134,688 |
|
|
|
(579 |
) |
|
|
134,109 |
|
Income from operations |
|
|
47,709 |
|
|
|
(579 |
) |
|
|
47,130 |
|
Income tax provision |
|
|
18,499 |
|
|
|
(223 |
) |
|
|
18,276 |
|
Net income |
|
|
30,508 |
|
|
|
(356 |
) |
|
|
30,152 |
|
Basic earnings per share |
|
|
0.70 |
|
|
|
|
|
|
|
0.70 |
|
Diluted earnings per share |
|
|
0.68 |
|
|
|
|
|
|
|
0.68 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance sheet data |
|
|
|
|
|
|
|
|
|
|
|
|
Deferred tax asset,
current portion |
|
$ |
4,129 |
|
|
$ |
1,189 |
|
|
$ |
5,318 |
|
Total current assets |
|
|
110,442 |
|
|
|
1,189 |
|
|
|
111,631 |
|
Total assets |
|
|
193,820 |
|
|
|
1,189 |
|
|
|
195,009 |
|
Deferred revenue |
|
|
72,015 |
|
|
|
3,063 |
|
|
|
75,078 |
|
Total current liabilities |
|
|
94,443 |
|
|
|
3,063 |
|
|
|
97,506 |
|
Total liabilities |
|
|
96,588 |
|
|
|
3,063 |
|
|
|
99,651 |
|
Retained earnings |
|
|
78,172 |
|
|
|
(1,874 |
) |
|
|
76,298 |
|
Total
liabilities and stockholders equity |
|
|
193,820 |
|
|
|
1,189 |
|
|
|
195,009 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As reported |
|
|
|
|
|
|
As restated |
|
|
|
December 31, |
|
|
|
|
|
|
December 31, |
|
(in thousands) |
|
2005 |
|
|
Adjustments |
|
|
2005 |
|
Statement of operations data |
|
|
|
|
|
|
|
|
|
|
|
|
Maintenance revenue |
|
$ |
71,308 |
|
|
$ |
(145 |
) |
|
$ |
71,163 |
|
Subscriptions revenue |
|
|
7,167 |
|
|
|
(202 |
) |
|
|
6,965 |
|
Total revenue |
|
|
166,296 |
|
|
|
(347 |
) |
|
|
165,949 |
|
Gross profit |
|
|
116,166 |
|
|
|
(347 |
) |
|
|
115,819 |
|
Income from operations |
|
|
45,724 |
|
|
|
(347 |
) |
|
|
45,377 |
|
Income tax provision |
|
|
13,344 |
|
|
|
(133 |
) |
|
|
13,211 |
|
Net income |
|
|
33,301 |
|
|
|
(214 |
) |
|
|
33,087 |
|
Basic earnings per share |
|
|
0.78 |
|
|
|
|
|
|
|
0.78 |
|
Diluted earnings per share |
|
|
0.72 |
|
|
|
|
|
|
|
0.72 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance sheet data |
|
|
|
|
|
|
|
|
|
|
|
|
Deferred tax asset,
current portion |
|
$ |
7,600 |
|
|
$ |
965 |
|
|
$ |
8,565 |
|
Total current assets |
|
|
64,601 |
|
|
|
965 |
|
|
|
65,566 |
|
Total assets |
|
|
147,498 |
|
|
|
965 |
|
|
|
148,463 |
|
Deferred revenue |
|
|
59,459 |
|
|
|
2,484 |
|
|
|
61,943 |
|
Total current liabilities |
|
|
79,948 |
|
|
|
2,484 |
|
|
|
82,432 |
|
Total liabilities |
|
|
81,227 |
|
|
|
2,484 |
|
|
|
83,711 |
|
Retained earnings |
|
|
59,947 |
|
|
|
(1,519 |
) |
|
|
58,428 |
|
Total
liabilities and stockholders equity |
|
|
147,498 |
|
|
|
965 |
|
|
|
148,463 |
|
6
Blackbaud, Inc.
Condensed notes to consolidated financial statements (continued)
March 31, 2007
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As reported |
|
|
|
|
|
|
As restated |
|
|
|
December 31, |
|
|
|
|
|
|
December 31, |
|
(in thousands) |
|
2004 |
|
|
Adjustments |
|
|
2004 |
|
Statement of operations data |
|
|
|
|
|
|
|
|
|
|
|
|
Maintenance revenue |
|
$ |
63,231 |
|
|
$ |
(150 |
) |
|
$ |
63,081 |
|
Subscriptions revenue |
|
|
3,710 |
|
|
|
(24 |
) |
|
|
3,686 |
|
Total revenue |
|
|
139,437 |
|
|
|
(174 |
) |
|
|
139,263 |
|
Gross profit |
|
|
98,237 |
|
|
|
(174 |
) |
|
|
98,063 |
|
Income from operations |
|
|
19,157 |
|
|
|
(174 |
) |
|
|
18,983 |
|
Income tax provision |
|
|
6,931 |
|
|
|
(83 |
) |
|
|
6,848 |
|
Net income |
|
|
12,641 |
|
|
|
(91 |
) |
|
|
12,550 |
|
Basic earnings per share |
|
|
0.30 |
|
|
|
|
|
|
|
0.30 |
|
Diluted earnings per share |
|
|
0.27 |
|
|
|
|
|
|
|
0.27 |
|
3. Summary of significant accounting policies
Unaudited interim financial statements
The interim consolidated financial statements as of March 31, 2007 and for the three months ended
March 31, 2007 and 2006, have been prepared by the Company pursuant to the rules and regulations of
the SEC for interim financial reporting. These consolidated statements are unaudited and, in the
opinion of management, include all adjustments (consisting of normal recurring adjustments and
accruals) necessary to state fairly the consolidated balance sheets, consolidated statements of
operations, consolidated statements of cash flows and consolidated statements of stockholders
equity and comprehensive income for the periods presented in accordance with accounting principles
generally accepted in the United States (U.S. GAAP). The consolidated balance sheet at December
31, 2006 has been derived from the audited consolidated financial statements at that date.
Operating results for the three months ended March 31, 2007 are not necessarily indicative of the
results that may be expected for the fiscal year ending December 31, 2007 or any other future
period. Certain information and footnote disclosures normally included in annual financial
statements prepared in accordance with U.S. GAAP have been omitted in accordance with the rules and
regulations for interim reporting of the SEC. These interim consolidated financial statements
should be read in conjunction with the consolidated financial statements and notes thereto included
in the Companys Annual Report on Form 10-K for the year ended December 31, 2006 and other forms
filed with the SEC from time to time.
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.
Use of estimates
The preparation of financial statements in conformity with U.S. GAAP 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
revenue recognition, the allowance for sales returns and doubtful accounts, valuation of long-lived
and intangible assets and goodwill, stock-based compensation and provision for income taxes and
valuation of deferred tax assets. Changes in the facts or circumstances underlying these estimates
could result in material changes and actual results could differ from these estimates.
Revenue recognition
The Companys revenue is generated primarily by selling perpetual licenses or charging for the use
of its software products and providing support, training, consulting, technical and other
professional services for those products. The Company makes available certain of its software
products for use in hosted application arrangements without licensing perpetual rights to the
software (hosted applications). Additionally, the Company provides hosting services to customers
7
Blackbaud, Inc.
Condensed notes to consolidated financial statements (continued)
March 31, 2007
(Unaudited)
who have purchased perpetual rights to certain of its software products (hosting services). 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, |
|
|
|
|
The SEC Staff Accounting Bulletin (SAB) No. 104, Revenue Recognition in Financial
Statements, |
|
|
|
|
The Emerging Issues Task Force (EITF) Issue No. 00-03, Application of AICPA Statement
of Position 97-2 to Arrangements that Include the Right to Use Software Stored on Another
Entitys Hardware, and |
|
|
|
|
The EITF Issue No. 00-21, Revenue Arrangements
with Multiple Deliverables. |
The Company recognizes revenue from the sale of perpetual software license rights when persuasive
evidence of an arrangement exists, the product has been delivered, title and risk of loss have
transferred to the customers, the fee is fixed or determinable and collection of the resulting
receivable is probable. The Company deems acceptance of an agreement to be 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 Companys consulting, installation and implementation services are generally billed based on
hourly rates plus reimbursable travel-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-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.
The
Company recognizes analytic services revenue from donor prospect research engagements, the sale of
lists of potential donors, benchmarking studies and data modeling service engagements upon
delivery.
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. Additionally, the Company sells a fixed-rate program, 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, which
is typically one year.
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. Certain support services are sold in prepaid units of time and
recognized as revenue upon their usage.
Subscription revenue includes revenue associated with hosted applications, hosting services, data
enrichment services and online training programs. Subscription-based revenue and any related set-up
fees are recognized ratably over the service period of the contract.
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.
8
Blackbaud, Inc.
Condensed notes to consolidated financial statements (continued)
March 31, 2007
(Unaudited)
Stock-based compensation
Effective
January 1, 2006, the Company adopted the provisions of the
FASBs Statement of Financial Accounting
Standards (SFAS) No. 123(R), Share-Based
Payment (SFAS No.123(R)), using the modified prospective application method. SFAS No. 123(R)
replaced SFAS No. 123, Accounting for Stock-Based
Compensation (SFAS No. 123), and superseded
Accounting Principles Board Opinion No. 25, Accounting for Stock
Issued to Employees (APB No. 25). Under the fair value recognition provisions of this statement,
stock-based compensation cost is measured at the grant date based on the fair value of the award
and is recognized as expense over the requisite service period, which is the vesting period. The
provisions of SFAS No. 123(R) apply to grants made after the adoption date, awards modified,
repurchased or cancelled after the adoption date and existing grants which were partially unvested
at that date. Compensation expense for grants outstanding on the date of adoption is recognized
over the remaining service period using the grant date fair values and amortization methods
determined previously for the SFAS No. 123 pro forma disclosures.
No new stock options were issued in the three months ended March 31, 2007. During the three months
ended March 31, 2007, 4,319 shares of restricted stock and 89,794 stock appreciation rights were
granted. The aggregate grant date fair value of awards issued during the period was $750,000, which
will be recognized as expense over the requisite service period of the awards.
Stock-based compensation expense is allocated to expense categories on the statements of
operations. The following table summarizes stock-based compensation for the three months ended
March 31, 2007 and 2006.
|
|
|
|
|
|
|
|
|
|
|
Three months ended March 31, |
|
(in thousands) |
|
2007 |
|
|
2006 |
|
|
Included in cost of revenue: |
|
|
|
|
|
|
|
|
Cost of services |
|
$ |
157 |
|
|
$ |
140 |
|
Cost of maintenance |
|
|
47 |
|
|
|
29 |
|
Cost of subscriptions |
|
|
10 |
|
|
|
4 |
|
|
|
|
Total included in cost of revenue |
|
|
214 |
|
|
|
173 |
|
Included in operating expenses: |
|
|
|
|
|
|
|
|
Sales and marketing |
|
|
260 |
|
|
|
220 |
|
Research and development |
|
|
269 |
|
|
|
191 |
|
General and administrative |
|
|
969 |
|
|
|
1,390 |
|
|
|
|
Total included in operating expenses |
|
|
1,498 |
|
|
|
1,801 |
|
|
|
|
Total |
|
$ |
1,712 |
|
|
$ |
1,974 |
|
|
9
Blackbaud, Inc.
Condensed notes to consolidated financial statements (continued)
March 31, 2007
(Unaudited)
Amortization expense
Amortization expense related to intangible assets acquired in business combinations is allocated to
expense categories on the statements of operations. The following table summarizes amortization
expense for the three months ended March 31, 2007 and 2006.
|
|
|
|
|
|
|
|
|
|
|
Three months ended March 31, |
|
(in thousands) |
|
2007 |
|
|
2006 |
|
|
Included in cost of revenue: |
|
|
|
|
|
|
|
|
Cost of license fees |
|
$ |
24 |
|
|
$ |
|
|
Cost of services |
|
|
221 |
|
|
|
|
|
Cost of maintenance |
|
|
78 |
|
|
|
|
|
Cost of subscriptions |
|
|
189 |
|
|
|
|
|
Cost of other revenue |
|
|
16 |
|
|
|
|
|
|
|
|
Total included in cost of revenue |
|
|
528 |
|
|
|
|
|
Included in operating expenses |
|
|
84 |
|
|
|
129 |
|
|
|
|
Total |
|
$ |
612 |
|
|
$ |
129 |
|
|
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. The Company historically made
distributions to its stockholders to cover the stockholders anticipated tax liability. In
connection with its 1999 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 this conversion and as a result of
the recapitalization, the Company recorded a one-time benefit of $107,000,000 to establish a
deferred tax asset. This amount was recorded as a direct increase to equity in the statements of
stockholders equity. The Company has not recorded a valuation allowance against this item in its
deferred tax asset as of March 31, 2007 or December 31, 2006, as the Company believes it will be
able to utilize this benefit, which is dependent upon the Companys ability to generate taxable
income.
The
Company adopted FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes an
interpretation of FASB Statement No. 109, Accounting for Income
Taxes, (FIN 48) on January 1,
2007. Under FIN 48 the tax benefit from an uncertain tax position must be recognized only if it is
more likely than not that the tax position will be sustained on examination by the taxing
authorities, based on the technical merits of the position. The tax benefits recognized in the
financial statements from such a position are measured based on the largest benefit that has a
greater than 50% likelihood of being realized upon ultimate resolution. Penalties and interest
accrued related to unrecognized tax benefits are recognized in the provision for income taxes. The
disclosure requirements and cumulative effect of adoption of FIN 48 are presented in Note 10.
Significant judgment is required in determining the provision for income taxes. 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 U.S. federal income tax rate of
35.0%. 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 the
Company will have annual taxable income exceeding $10,000,000 per year. If the Companys results
of operations fall below that threshold in the future, 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.
10
Blackbaud, Inc.
Condensed notes to consolidated financial statements (continued)
March 31, 2007
(Unaudited)
New accounting pronouncements
In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and
Liabilities, including an amendment of FASB Statement No. 115 (SFAS No. 159). SFAS No. 159
permits entities to choose, at specified election dates, to measure many financial instruments and
certain other items at fair value that are not currently required to be measured at fair value.
Unrealized gains and losses shall be reported on items for which the fair value option has been
elected in earnings at each subsequent reporting date. SFAS No. 159 is effective for fiscal years
beginning after November 15, 2007. Early adoption is permitted as of the beginning of a fiscal year
that begins on or before November 15, 2007, provided the entity also elects to apply the provisions
of SFAS No. 157 Fair Value Measurements (SFAS No. 157). The Company is still assessing the
impact of the adoption of SFAS No. 159 on its consolidated financial position, results of
operations or cash flows.
In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements, (SFAS No. 157) which
defines fair value, establishes guidelines for measuring fair value and expands disclosures
regarding fair value measurements. SFAS No. 157 does not require any new fair value measurements
but rather eliminates inconsistencies in guidance found in various prior accounting pronouncements.
SFAS No. 157 is effective for fiscal years beginning after November 15, 2007. Earlier adoption is
permitted, provided the company has not yet issued financial statements, including for interim
periods, for that fiscal year. The Company does not expect the adoption of SFAS No. 157 to have a
material impact on its consolidated financial position, results of operations or cash flows.
4. Business combination
On January 16, 2007, the Company acquired Target Software, Inc. and Target Analysis Group, Inc., or
the Target Companies, privately-owned affiliated companies based in Cambridge, Massachusetts. The
two acquired companies provide solutions that help organizations analyze, plan, forecast, execute,
and manage high-volume fundraising campaigns while simultaneously helping them maintain long-term
donor relationships. The acquisition of the Target Companies is expected to significantly advance
the Companys strategic goal of providing a complete solution for meeting the fundraising and
direct marketing needs of the nonprofit sector. The Target Companies were acquired for
approximately $58,705,000, including direct acquisition-related costs, in an all cash transaction
that was financed by a combination of cash on hand and borrowings under the Companys credit
facility. An additional amount of up to $2,400,000 is contingently payable to the sellers under an
earn-out arrangement based upon performance of the acquired businesses over
the next year. The results of operations of the Target Companies are included in the consolidated
financial statements of the Company from the date of acquisition.
As of March 31, 2007, the purchase accounting for this acquisition is still subject to final
adjustment primarily for amounts allocated to other intangible assets based on preliminary
valuation studies performed by a third-party valuation expert. The following table summarizes the
preliminary allocation of the purchase price to the estimated fair values of the assets acquired
and liabilities assumed in the acquisition of the Target Companies (in thousands):
|
|
|
|
|
|
Cash and cash equivalents |
|
$ |
507 |
|
Accounts receivable |
|
|
5,178 |
|
Other current assets |
|
|
168 |
|
Property and equipment |
|
|
2,291 |
|
Deferred tax assets |
|
|
738 |
|
Intangible assets |
|
|
22,323 |
|
Goodwill |
|
|
37,193 |
|
Trade accounts payable |
|
|
(611 |
) |
Accrued expenses and other current liabilities |
|
|
(3,844 |
) |
Deferred revenue, current and noncurrent |
|
|
(1,807 |
) |
Amounts due to stockholders, current |
|
|
(1,921 |
) |
Capital lease obligations, current and noncurrent |
|
|
(1,510 |
) |
|
|
|
|
Total purchase price |
|
$ |
58,705 |
|
|
11
Blackbaud, Inc.
Condensed notes to consolidated financial statements (continued)
March 31, 2007
(Unaudited)
The acquisition resulted in the identification of $22,323,000 of intangible assets, all of which
are subject to amortization. The following table presents the amounts assigned to each intangible
asset class:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted |
|
|
|
|
|
|
|
average |
|
|
|
Intangible |
|
|
amortization |
|
|
|
assets acquired |
|
|
period |
|
|
|
(in thousands) |
|
|
(in years) |
|
|
Customer relationships |
|
$ |
13,627 |
|
|
|
12.7 |
|
Software |
|
|
3,655 |
|
|
|
10.0 |
|
Database |
|
|
3,441 |
|
|
|
8.0 |
|
Marketing assets |
|
|
800 |
|
|
|
5.0 |
|
Noncompetition agreements |
|
|
800 |
|
|
|
5.0 |
|
|
|
|
Total |
|
$ |
22,323 |
|
|
|
11.0 |
|
|
The following unaudited pro forma information presents the consolidated results of operations of
the Company as if the acquisition of the Target Companies had taken place at the beginning of 2007
and 2006. The pro forma information includes the business combination effect of the amortization
charges from acquired intangible assets, adjustments to interest income and related tax effects.
The pro forma information does not necessarily reflect the actual results that would have occurred
nor is it necessarily indicative of future results of operations.
|
|
|
|
|
|
|
|
|
|
|
Three months ended March 31, |
|
|
|
2007 |
|
|
2006 |
|
(in thousands, except per share amounts) |
|
|
|
|
|
(Restated) |
|
|
Revenue |
|
$ |
55,926 |
|
|
$ |
47,695 |
|
Net income |
|
|
5,504 |
|
|
|
4,389 |
|
|
|
|
|
|
|
|
|
|
Earnings per share, basic |
|
$ |
0.13 |
|
|
$ |
0.10 |
|
Earnings per share, diluted |
|
|
0.12 |
|
|
|
0.10 |
|
5. Earnings 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 available to common stockholders by the weighted average number of
common shares outstanding. Diluted earnings per
share is computed by dividing net income available to common stockholders by the weighted average
number of common shares and dilutive potential common shares then outstanding. Diluted earnings
per share reflect the assumed conversion of all dilutive securities, using the treasury stock
method. Dilutive 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 three months ended March 31, 2007 and 2006 includes the effect
of 1,170,524 and 1,716,306 potential common shares, respectively, as they are dilutive.
There were no anti-dilutive potential common shares outstanding for the three months ended March
31, 2007 and 2006.
12
Blackbaud, Inc.
Condensed notes to consolidated financial statements (continued)
March 31, 2007
(Unaudited)
The following table sets forth the computation of basic and diluted earnings per share:
|
|
|
|
|
|
|
|
|
|
|
Three months ended March 31, |
|
|
|
2007 |
|
|
2006 |
|
(in thousands, except share and per share amounts) |
|
|
|
|
|
(Restated) |
|
|
Numerator: |
|
|
|
|
|
|
|
|
Net income, as reported |
|
$ |
5,756 |
|
|
$ |
5,560 |
|
|
|
|
|
|
|
|
|
|
Denominator: |
|
|
|
|
|
|
|
|
Weighted average common shares |
|
|
43,662,569 |
|
|
|
42,883,929 |
|
Add effect of dilutive securities: |
|
|
|
|
|
|
|
|
Employee stock options and restricted stock |
|
|
1,170,524 |
|
|
|
1,716,306 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average common shares assuming dilution |
|
|
44,833,093 |
|
|
|
44,600,235 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings per share: |
|
|
|
|
|
|
|
|
Basic |
|
$ |
0.13 |
|
|
$ |
0.13 |
|
Diluted |
|
$ |
0.13 |
|
|
$ |
0.12 |
|
|
6. Prepaid expenses and other current assets
Prepaid expenses and other current assets consisted of the following as of March 31, 2007 and
December 31, 2006:
|
|
|
|
|
|
|
|
|
|
|
March 31, |
|
|
December 31, |
|
(in thousands) |
|
2007 |
|
|
2006 |
|
|
Prepaid rent |
|
$ |
178 |
|
|
$ |
187 |
|
Deferred sales commissions |
|
|
982 |
|
|
|
588 |
|
Prepaid insurance |
|
|
290 |
|
|
|
439 |
|
Prepaid software maintenance and royalties |
|
|
1,665 |
|
|
|
1,633 |
|
Taxes, prepaid and receivable |
|
|
3,503 |
|
|
|
4,986 |
|
Other |
|
|
995 |
|
|
|
674 |
|
|
|
|
Total prepaid expenses and other current assets |
|
$ |
7,613 |
|
|
$ |
8,507 |
|
|
13
Blackbaud, Inc.
Condensed notes to consolidated financial statements (continued)
March 31, 2007
(Unaudited)
7. Accrued expenses and other current liabilities
Accrued expenses and other current liabilities consisted of the following as of March 31, 2007 and
December 31, 2006:
|
|
|
|
|
|
|
|
|
|
|
March 31, |
|
|
December 31, |
|
(in thousands) |
|
2007 |
|
|
2006 |
|
|
Accrued bonuses |
|
$ |
2,656 |
|
|
$ |
4,599 |
|
Accrued commissions and salaries |
|
|
1,724 |
|
|
|
1,954 |
|
Customer credit balances |
|
|
1,163 |
|
|
|
1,060 |
|
Taxes payable |
|
|
6,404 |
|
|
|
4,703 |
|
Accrued accounting and legal fees |
|
|
1,261 |
|
|
|
1,278 |
|
Accrued health care costs |
|
|
497 |
|
|
|
489 |
|
Other |
|
|
2,926 |
|
|
|
1,964 |
|
|
|
|
Total accrued expenses and other current liabilities |
|
$ |
16,631 |
|
|
$ |
16,047 |
|
|
8. Revolving credit facility
On September 3, 2004, the Company entered into a $30,000,000 million revolving credit facility.
Amounts borrowed under the $30,000,000 million 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 as
defined. Amounts outstanding under the facility are not secured by a lien on the Companys assets,
but are guaranteed by the Companys operating subsidiaries and the facility is subject to
covenants, including a maximum leverage ratio, minimum interest coverage ratio and minimum net
worth.
In January 2007, the Company borrowed $30,000,000 under the credit facility in connection with the
acquisition of the Target Companies. As of March 31, 2007, there was $20,000,000 in principal
outstanding under the credit facility and the annual interest rate was 6.82%. The Company is
currently in compliance with all covenants under the agreement. The termination date of the
facility is September 30, 2007.
9. Commitments and contingencies
The Company currently leases various office space and equipment under operating leases. In
addition to operating leases, the Company, through its acquisition of the Target Companies, has
various non-cancellable capital leases for computer equipment and furniture. The future minimum
lease commitments related to these lease agreements, as well as the lease agreements discussed
below, net of related sublease commitments, are as follows:
|
|
|
|
|
|
|
|
|
Year ending December 31, |
|
Operating |
|
|
Capital |
|
(in thousands) |
|
leases |
|
|
leases |
|
|
2007 |
|
$ |
5,370 |
|
|
$ |
465 |
|
2008 |
|
|
6,852 |
|
|
|
583 |
|
2009 |
|
|
7,199 |
|
|
|
387 |
|
2010 |
|
|
4,092 |
|
|
|
166 |
|
2011 and thereafter |
|
|
217 |
|
|
|
39 |
|
|
|
|
Total minimum lease payments |
|
$ |
23,730 |
|
|
$ |
1,640 |
|
Less: portion representing interest |
|
|
|
|
|
|
222 |
|
|
|
|
|
|
|
|
|
Present value of net minimum lease payments |
|
|
|
|
|
|
1,418 |
|
Less: current portion |
|
|
|
|
|
|
488 |
|
|
|
|
|
|
|
|
|
Long-term portion |
|
|
|
|
|
$ |
930 |
|
|
14
Blackbaud, Inc.
Condensed notes to consolidated financial statements (continued)
March 31, 2007
(Unaudited)
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 current
annual base rent of the lease is $4,809,000 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 $108,000 and $121,000 for the
three months ended March 31, 2007 and 2006, respectively. The operating lease commitments will be
reduced by minimum aggregate sublease commitments of $350,000 and $128,000 for the years 2007 and
2008, 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 $364,000 and $427,000 for the three months ended March 31, 2007 and 2006, respectively.
Other commitments
The Company has a commitment of $200,000 payable annually through 2009 for certain naming rights on
a stadium in Charleston, South Carolina. The Company incurred expense under this agreement of
$50,000 for each of the three-month periods ended March 31, 2007 and 2006.
The Company utilizes third-party relationships in conjunction with its products. The contractual
arrangements vary in length from two to four years. In certain cases, these arrangements require a
minimum annual purchase commitment. The aggregate minimum purchase commitment under these
arrangements at March 31, 2007 is approximately $864,000 through 2009. The Company incurred
expense under these arrangements of $195,000 and $129,000 for the three months ended March 31, 2007
and 2006, 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.
10. Income taxes
Income taxes for the three-month period ended March 31, 2007 were calculated using the projected
effective tax rate for fiscal 2007 in accordance with SFAS No. 109. The 2007 estimated annual
effective tax rate of 39.2%, which excludes period-specific items, was applied as the effective
rate for the quarter ended March 31, 2007. The Companys effective tax rates for the three-month
periods ended March 31, 2007 and 2006 was 37.5% and 39.2%, respectively. As of March 31, 2007, the
Company had state tax credits of $10,142,000, $6,592,000 net of federal tax effect, which will
expire between 2009 and 2020, if unused. These tax credits had a valuation reserve of approximately
$4,917,000, $3,191,000 net of federal tax effect, as of December 31, 2006. During the three
months ended March 31, 2007, the valuation allowance was increased $83,000 for state credits that
are expected to expire unused.
Excess tax benefits on stock option exercises of approximately $446,000 and $2,924,000 were
recorded in stockholders equity in the three months ended March 31, 2007 and 2006, respectively.
The Company adopted the provisions of FIN 48 on January 1, 2007. As a result, the Company
recognized a $269,000 reduction, including interest and penalties and net of applicable taxes, to
the January 1, 2007 balance of retained earnings. The amount of the Companys unrecognized tax
benefits as of January 1, 2007 was $642,000, of which $417,000 would impact the effective rate of
the Company if recognized. As of the date of adoption, the total amount of accrued interest and
penalties was $334,000. No significant change in the gross amount of unrecognized tax benefits is
expected within the next 12 months. In the three months ended March 31, 2007, changes in accrued
interest, penalties and unrecognized tax benefits as a result of tax positions taken in current and
prior years were insignificant.
15
Blackbaud, Inc.
Condensed notes to consolidated financial statements (continued)
March 31, 2007
(Unaudited)
The Company recognizes penalties and interest accrued related to unrecognized tax benefits in the
provision for income taxes.
The Company files U.S. federal, state and certain foreign country tax returns. None of the
Companys tax returns are currently under examination by tax authorities. The statute of
limitations for examinations of our U.S. federal and most other returns is open for tax years 2003
through our most recent filings.
11. Stockholders equity
Preferred stock
The Company has authorized 20,000,000 shares of preferred stock. No shares were issued and
outstanding at March 31, 2007 and December 31, 2006. 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 2, 2007, the Companys Board of Directors approved an increase to the Companys annual
dividend from $0.28 per share to $0.34 per share and declared its first quarter dividend of $0.085
per share, which was paid on March 15, 2007 to stockholders of record on February 28, 2007.
Stock repurchase program
On July 26, 2005, the Companys Board of Directors approved a stock repurchase program that
authorized the Company to purchase 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 the Companys 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. In the
three months ended March 31, 2007, the Company repurchased 620,878 shares under this program at an
average price per share of $22.64. The Company accounts for purchases of treasury stock under the
cost method which resulted in an increase to the treasury stock balance of $14,079,000 as of March
31, 2007. This plan was still in effect at March 31, 2007. The remaining amount available to
purchase stock under this plan was $6,181,000 as of March 31, 2007.
In addition to the Companys stock repurchase plan, 1,190 shares, totaling $26,000, were purchased
from restricted stock holders to satisfy their tax obligations due upon vesting of restricted stock
during the three months ended March 31, 2007.
12. Segment information
The Company has adopted SFAS No. 131, Disclosures about Segments of an Enterprise and Related
Information (SFAS No. 131). 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 operating information into
various reportable segments. The Companys chief operating decision maker, as defined in SFAS No.
131, is its chief executive officer, or CEO.
16
Blackbaud, Inc.
Condensed notes to consolidated financial statements (continued)
March 31, 2007
(Unaudited)
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 human resource costs, travel-related
costs, third-party contractors, data expense, classroom rentals and other direct costs, for the
three months ended March 31, 2007 and 2006 were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consulting and |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
education |
|
|
Analytic |
|
|
|
|
|
|
|
|
|
|
|
|
|
(in thousands) |
|
License fees |
|
|
services (1) |
|
|
services (2) |
|
|
Maintenance |
|
|
Subscriptions |
|
|
Other |
|
|
Total |
|
|
Three months ended March 31, 2007 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue |
|
$ |
8,067 |
|
|
$ |
15,346 |
|
|
$ |
2,968 |
|
|
$ |
22,436 |
|
|
$ |
4,793 |
|
|
$ |
1,535 |
|
|
$ |
55,145 |
|
Direct controllable costs |
|
|
452 |
|
|
|
8,881 |
|
|
|
1,519 |
|
|
|
3,154 |
|
|
|
1,475 |
|
|
|
1,340 |
|
|
|
16,821 |
|
|
|
|
Segment income |
|
|
7,615 |
|
|
|
6,465 |
|
|
|
1,449 |
|
|
|
19,282 |
|
|
|
3,318 |
|
|
|
195 |
|
|
|
38,324 |
|
Corporate costs not allocated |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,074 |
|
Operating expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
25,972 |
|
Interest (income) expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(4 |
) |
Other expense (income), net |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
69 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before provision for
income taxes |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
9,213 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended March 31, 2006 (Restated) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue |
|
$ |
7,221 |
|
|
$ |
12,548 |
|
|
$ |
1,166 |
|
|
$ |
19,039 |
|
|
$ |
2,288 |
|
|
$ |
1,290 |
|
|
$ |
43,552 |
|
Direct controllable costs |
|
|
670 |
|
|
|
6,314 |
|
|
|
819 |
|
|
|
2,609 |
|
|
|
478 |
|
|
|
1,086 |
|
|
|
11,976 |
|
|
|
|
Segment income |
|
|
6,551 |
|
|
|
6,234 |
|
|
|
347 |
|
|
|
16,430 |
|
|
|
1,810 |
|
|
|
204 |
|
|
|
31,576 |
|
Corporate costs not allocated |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,642 |
|
Operating expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
20,898 |
|
Interest (income) expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(137 |
) |
Other expense (income), net |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
29 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before provision for
income taxes |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
9,144 |
|
(1) This
segment consists of consulting, installation and implementation,
document imaging, customer training and other education services.
(2) This
segment consists of donor prospect research engagements, sales of
lists of potential donors, benchmarking studies and data modeling
services.
13. Subsequent events
On May 1, 2007, the Companys Board of Directors declared a second quarter dividend of $0.085 per
share payable on June 15, 2007 to stockholders of record on May 28, 2007.
17
Blackbaud, Inc.
Item 2. Managements discussion and analysis of financial condition and results of operations
The following discussion and analysis of our financial condition and results of operations should
be read in conjunction with our consolidated financial statements and related notes included
elsewhere in this Quarterly Report on Form 10-Q. This report contains forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934. These forward-looking statements reflect our current view with respect to
future events and financial performance and are subject to risks and uncertainties, including those
set forth under Cautionary statement included in this Managements discussion and analysis of
financial condition and results of operations and elsewhere in this report, that could cause
actual results to differ materially from historical or anticipated results.
Overview
We are the leading global provider of software and related services designed specifically for
nonprofit organizations. Our products and services enable nonprofit organizations to increase
donations, reduce fundraising costs, improve communications with constituents, manage finances and
optimize internal operations. We have focused solely on the nonprofit market since our
incorporation in 1982 and have developed our suite of products and services based upon our
extensive knowledge of the operating challenges facing nonprofit organizations. As of March 31,
2007, we had approximately 16,000 customers. Our customers operate in 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 foreign
affairs.
We derive revenue from selling perpetual licenses or charging for the use of our software products
and providing a broad offering of services, including consulting, training, installation,
implementation, as well as ongoing customer support and maintenance. Consulting, training and
implementation are generally not essential to the functionality of our software products and are
sold separately. Furthermore, we derive revenue from providing hosting services, performing donor
prospect research engagements, selling lists of potential donors, providing benchmarking studies
and data modeling services.
Restatement of financial statements
During the preparation of the our Form 10-Q as of and for the quarter ended March, 31, 2007, we
determined that SAB 108 was misapplied in connection with reporting our consolidated financial
position and results of operations as of and for the period ended December 31, 2006. As a result,
we are restating our financial statements to reflect the impact of this error correction, in
accordance with Financial Accounting Standards Boards
(FASB) 154, Accounting Changes and Error
Corrections. The results of operations for the three months ended March 31, 2006 included in the
following discussion and analysis have been restated to reflect the impact of this error
correction.
Critical accounting policies and estimates
Our discussion and analysis of financial condition and results of operations are based upon our
consolidated financial statements, which have been prepared in accordance with accounting
principles generally accepted in the United States (U.S. GAAP). The preparation of these
financial statements requires us to make estimates and assumptions that affect the reported amounts
of assets and liabilities at the date of the financial statements, the reported amounts of revenue
and expenses during the reporting period and related disclosures of contingent assets and
liabilities. The most significant estimates and assumptions relate to our revenue recognition, our
allowance for sales returns and doubtful accounts, valuation of long-lived and intangible assets
and goodwill, stock-based compensation and provision for income taxes and valuation of deferred tax
assets.
We base our estimates on historical experience and on various other assumptions that we believe to
be reasonable under the circumstances, the results of which form the basis for making judgments
about the carrying values of assets and liabilities that are not readily apparent from other
sources. On an ongoing basis, we reconsider and evaluate our estimates and assumptions. We are
not aware of any circumstances in the past that have caused these estimates and assumptions to be
materially wrong. Furthermore, we are not currently aware of any material changes in our business
that might cause these assumptions or estimates to differ significantly. In our discussion below
of deferred taxes, the most significant asset subject to such assumptions and estimates, we have
described the sensitivity of these assumptions or estimates to potential deviations in actual
results. Actual results could differ from any of our estimates under different assumptions or
conditions.
18
Blackbaud, Inc.
Item 2. Managements discussion and analysis of financial condition and results of operations
(continued)
We believe the critical accounting policies listed below affect significant judgments and estimates
used in the preparation of our consolidated financial statements.
Revenue recognition
Our revenue is generated primarily by selling perpetual licenses or charging for the use of our
software products and providing support, training, consulting, technical and other professional
services for those products. We make available certain software products for use in hosted
application arrangements without licensing perpetual rights to the software (hosted
applications). Additionally we provide hosting services to customers who have purchased perpetual
rights to our software products (hosting services). We recognize 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, |
|
|
|
|
The SEC Staff Accounting Bulletin (SAB) No. 104, Revenue Recognition in Financial
Statements, |
|
|
|
|
The Emerging Issues Task Force (EITF) Issue No. 00-03, Application of AICPA Statement
of Position 97-2 to Arrangements that Include the Right to Use Software Stored on Another
Entitys Hardware and |
|
|
|
|
The EITF Issue No. 00-21, Revenue Arrangements
with Multiple Deliverables. |
We recognize revenue from the sale of perpetual license rights to software when persuasive evidence
of an arrangement exists, the product has been delivered, title and risk of loss have transferred
to the customers, the fee is fixed or determinable and collection of the resulting receivable is
probable. We deem acceptance of an agreement to be evidence of an arrangement. Delivery occurs when
the product is delivered. Our typical license agreement does not include customer acceptance
provisions; if acceptance provisions are provided, delivery is deemed to occur upon acceptance. We
consider the fee to be fixed or determinable unless the fee is subject to refund or adjustment or
is not payable within the our standard payment terms. We consider payment terms greater than 90
days to be beyond its customary payment terms. We deem collection probable if we expect that the
customer will be able to pay amounts under the arrangement as they become due. If we determine that
collection is not probable, we postpone recognition of the revenue until cash collection. We sell
software licenses with maintenance and, often times, professional services. We allocate 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 us. Fair value for the maintenance services associated with our software licenses is based upon
renewal rates stated in our 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 application of SOP 97-2 requires judgment, including whether a software arrangement includes
multiple elements, and if so, whether vendor-specific objective evidence (VSOE) of fair value
exists for those elements. As we develop new products, we may experience difficulty in determining
VSOE regarding the fair value of those new products. This would result in the deferral of revenue
on those transactions until all elements of the arrangement have been delivered or until VSOE is
established.
Our services, which include consulting, installation and implementation services, are generally
billed based on hourly rates plus reimbursable travel-related expenses. For small service
engagements, less than approximately $10,000, we frequently contract for and bill based on a fixed
fee plus reimbursable travel-related expenses. We recognize this revenue upon completion of the
work performed. When our 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 our software and rarely
exceed three months in duration. We recognize revenue as these services are performed.
We recognize analytic services revenue from donor prospect research engagements, sale of lists of
potential donors, benchmarking studies and data modeling service engagements upon delivery.
We sell 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. Additionally, we sell a fixed-rate
program, 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, which is typically one year.
19
Blackbaud, Inc.
Item 2. Managements discussion and analysis of financial condition and results of operations
(continued)
We recognize 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. Certain support services are sold in prepaid units of time and
recognized as revenue upon their usage.
Subscription revenue includes revenue associated with hosted applications, hosting services, data
enrichment services and online training programs. Subscription-based revenue and any related set-up
fees are recognized ratably over the service period of the contract.
To the extent that our customers are billed and/or pay for the above described services in advance
of delivery, the amounts are recorded in deferred revenue.
Sales returns and allowance for doubtful accounts
We provide customers a 30-day right of return and maintain a reserve for returns. We estimate the
amount of this reserve based on historical experience. Provisions for sales returns are charged
against the related revenue items.
We maintain an allowance for doubtful accounts at an amount we estimate to be sufficient to provide
adequate protection against losses resulting from extending credit to our customers. In judging
the adequacy of the allowance for doubtful accounts, we consider multiple factors including
historical bad debt experience, the general economic environment, the need for specific customer
reserves and the aging of our receivables. Any necessary provision is reflected in general and
administrative expense. A considerable amount of judgment is required in assessing these factors
and if any receivables were to deteriorate, an additional provision for doubtful accounts could be
required.
Valuation of long-lived and intangible assets and goodwill
We review identifiable intangible and other long-lived assets for impairment when events change or
circumstances indicate the carrying amount may not be recoverable. Events or changes in
circumstances that indicate the carrying amount may not be recoverable include, but are not limited
to, a significant decrease in the market value of the business or asset acquired, a significant
adverse change in the extent or manner in which the business or asset acquired is used or
significant adverse change in the business climate. If such events or changes in circumstances
occur, we use the undiscounted cash flow method to determine whether the asset is impaired. 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, we measure the impairment using discounted cash flows. The
discount rate utilized would be based on our best estimate of our risks and required investment
returns at the time the impairment assessment is made.
In
accordance with FASBs Statement of Financial
Accounting Standards (SFAS) No. 142, Goodwill
and Other Intangible Assets (SFAS No. 142), we
test goodwill for impairment annually, or more frequently if events or changes in circumstances
indicate that the asset might be impaired. The impairment test compares the fair value of the
reporting unit with its carrying amount. If the carrying amount exceeds its fair value, impairment
is indicated. The impairment is measured as the excess of the recorded goodwill over its fair
value, which could materially adversely impact our financial position and results of operations.
Goodwill is assigned to various reporting units.
Stock-based compensation
Effective January 1, 2006, we adopted the provisions of the FASBs Statement No. 123 (revised
2004), Share-Based Payment (SFAS No. 123(R)), using the modified prospective application method.
SFAS No. 123(R) replaced SFAS No. 123, Accounting for
Stock-Based Compensation (SFAS No. 123) and
supersedes Accounting Principles Board Opinion No. 25,
Accounting for Stock Issued to Employees
(APB No. 25). Under the fair value recognition provisions of this statement, stock-based
compensation cost is measured at the grant date based on the fair value of the award and is
recognized as expense over the requisite service period, which is the vesting period. Under the
modified prospective application method, prior periods are not revised for comparative purposes.
The provisions of SFAS No. 123(R) apply to grants made after the adoption date and existing grants
which were partially unvested at that date. Compensation expense
for grants outstanding on the date of adoption are recognized over the remaining service period
using the grant date fair values and amortization methods determined previously for the SFAS No.
123 pro forma disclosures.
20
Blackbaud, Inc.
Item 2. Managements discussion and analysis of financial condition and results of operations
(continued)
Provision for income tax and valuation of deferred tax assets
We account for income taxes using the asset and liability approach as prescribed by SFAS Statement
No. 109, Accounting for Income Taxes. This approach requires recognition of deferred tax assets
and liabilities for the expected future tax consequences of events that have been included in the
consolidated financial statements or income tax returns. Using the enacted tax rates in effect for
the year in which we expect the differences to reverse, we determine deferred tax assets and
liabilities based on the differences between the financial reporting and the tax basis of an asset
or liability. We record a valuation allowance when it is more likely than not that the deferred
tax asset will not be realized.
Significant judgment is required in determining our income taxes in each of the jurisdictions in
which we operate. This process involves estimating our actual current tax exposure together with
assessing temporary differences resulting from differing treatment of items, such as deferred
revenue, for tax and accounting purposes. These differences result in a net deferred tax asset,
which is included on our consolidated balance sheets. The final tax outcome of these matters might
be different than that which is reflected in our historical income tax provisions, benefits and
accruals. Any difference could have a material effect on our income tax provision and net income
in the period in which such a determination is made.
Prior to October 13, 1999, we were organized as an S corporation under the Internal Revenue Code
and, therefore, were not subject to federal income taxes. In addition, we were not subject to
income tax in many of the states in which we operated as a result of our S corporation status. We
historically made distributions to our stockholders to cover the stockholders anticipated tax
liability. In connection with our 1999 recapitalization (see Note 3 to the consolidated financial
statements), we converted our U.S. taxable status from an S corporation to a C corporation.
Accordingly, since October 14, 1999 we have been subject to federal and state income taxes. Upon
the conversion and in connection with the recapitalization, we recorded a one-time benefit of
$107.0 million to establish a deferred tax asset as a result of the recapitalization agreement.
We must assess the likelihood that the net deferred tax asset will be recovered from future taxable
income and to the extent we believe that recovery is not likely, we must establish a valuation
allowance. To the extent we establish a valuation allowance; we must include an expense within the
tax provision in the statement of operations. Except with respect to certain state income tax
credits, we have not recorded a valuation allowance as of March 31, 2007 and December 31, 2006,
because we expect to be able to utilize our entire net deferred tax asset. The ability to utilize
our net deferred tax asset is solely dependent on our ability to generate future taxable income.
Based on current estimates of revenue and expenses, we expect future taxable income will be more
than sufficient to recover the annual amount of additional tax deductions permitted. Even if
actual results are significantly below our current estimates, the recovery still remains likely and
no valuation allowance would be necessary.
Significant judgment is required in determining the provision for income taxes. 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. Our deferred tax assets and liabilities are
recorded at an amount based upon a blended U.S. federal income tax rate of 35.0%. This U.S.
federal income tax rate is based on our expectation that deductible and taxable temporary
differences will reverse over a period of years during which we will have annual taxable income
exceeding $10.0 million per year. If our results of operations fall below that threshold in the
future, we 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.
We adopted
FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes an
interpretation of FASB Statement No. 109, Accounting for Income
Taxes, (FIN 48) on January 1,
2007. Under FIN 48 we must recognize the tax impact from an uncertain tax position only if it is
more likely than not that the tax position will be sustained on examination by the taxing
authorities, based on the technical merits of the position. The tax impact recognized in the
financial statements from such a position is measured based on the largest benefit that has a
greater than 50% likelihood of being realized upon ultimate resolution. Penalties and interest
related to uncertain tax positions are recorded as tax expense.
Contingencies
We are subject to the possibility of various loss contingencies in the normal course of business.
We accrue for loss contingencies when a loss is estimable and probable.
21
Blackbaud, Inc.
Item 2. Managements discussion and analysis of financial condition and results of operations
(continued)
Results of operations
The following table sets forth our consolidated statements of operations data expressed as a
percentage of total revenue for the periods indicated.
|
|
|
|
|
|
|
|
|
|
|
Three months ended March 31, |
|
|
|
2007 |
|
|
2006 |
|
|
|
|
|
|
|
(Restated) |
|
|
Revenue |
|
|
|
|
|
|
|
|
License fees |
|
|
14.6 |
% |
|
|
16.6 |
% |
Services |
|
|
33.2 |
|
|
|
31.5 |
|
Maintenance |
|
|
40.7 |
|
|
|
43.7 |
|
Subscriptions |
|
|
8.7 |
|
|
|
5.2 |
|
Other revenue |
|
|
2.8 |
|
|
|
3.0 |
|
|
|
|
Total revenue |
|
|
100.0 |
% |
|
|
100.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
Cost of revenue |
|
|
|
|
|
|
|
|
Cost of license fees |
|
|
0.9 |
|
|
|
1.5 |
|
Cost of services |
|
|
22.0 |
|
|
|
18.6 |
|
Cost of maintenance |
|
|
7.3 |
|
|
|
7.4 |
|
Cost of subscriptions |
|
|
3.4 |
|
|
|
1.3 |
|
Cost of
other revenue |
|
|
2.5 |
|
|
|
2.5 |
|
|
|
|
Total cost of revenue |
|
|
36.1 |
|
|
|
31.3 |
|
|
|
|
Gross profit |
|
|
63.9 |
|
|
|
68.7 |
|
|
|
|
|
|
|
|
|
|
Operating expenses |
|
|
|
|
|
|
|
|
Sales and marketing |
|
|
23.4 |
|
|
|
21.4 |
|
Research and development |
|
|
12.4 |
|
|
|
13.8 |
|
General and administrative |
|
|
11.1 |
|
|
|
12.5 |
|
Amortization |
|
|
0.2 |
|
|
|
0.3 |
|
|
|
|
Total operating expenses |
|
|
47.1 |
|
|
|
48.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from operations |
|
|
16.8 |
|
|
|
20.7 |
|
Interest income |
|
|
0.7 |
|
|
|
0.3 |
|
Interest expense |
|
|
(0.7 |
) |
|
|
0.0 |
|
Other (expense) income, net |
|
|
(0.1 |
) |
|
|
0.0 |
|
|
|
|
Income before provision for income taxes |
|
|
16.7 |
|
|
|
21.0 |
|
Income tax provision |
|
|
6.3 |
|
|
|
8.2 |
|
|
|
|
Net income |
|
|
10.4 |
% |
|
|
12.8 |
% |
|
|
|
22
Blackbaud, Inc.
Item 2. Managements discussion and analysis of financial condition and results of operations
(continued)
Comparison of the three months ended March 31, 2007 and 2006
We completed the acquisition of Target Software, Inc. and Target Analysis Group, Inc., together
referred to as the Target Companies, on January 16, 2007. The results of operations from the Target
Companies are included in our consolidated results of operations from the date of acquisition.
Revenue
The table below compares revenue from our statement of operations for the first three months of
2007 with the same period of 2006.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended March 31, |
|
|
|
|
|
|
|
|
|
2007 |
|
|
2006 |
|
|
|
|
|
|
|
(in millions) |
|
(Restated) |
|
|
Change |
|
|
% Change |
|
|
|
|
License fees |
|
$ |
8.1 |
|
|
$ |
7.2 |
|
|
$ |
0.9 |
|
|
|
13 |
% |
Services |
|
|
18.3 |
|
|
|
13.7 |
|
|
|
4.6 |
|
|
|
34 |
% |
Maintenance |
|
|
22.4 |
|
|
|
19.0 |
|
|
|
3.4 |
|
|
|
18 |
% |
Subscriptions |
|
|
4.8 |
|
|
|
2.3 |
|
|
|
2.5 |
|
|
|
109 |
% |
Other |
|
|
1.5 |
|
|
|
1.3 |
|
|
|
0.2 |
|
|
|
15 |
% |
|
|
|
Total revenue |
|
$ |
55.1 |
|
|
$ |
43.5 |
|
|
$ |
11.6 |
|
|
|
27 |
% |
|
|
|
Total revenue increased $11.6 million, or 27%, in the first quarter of 2007 compared to the
first quarter of 2006. A total of $4.2 million or 36% of this increase was attributable to the
inclusion of the Target Companies in our consolidated results of operations. The remaining increase
in revenue in the first quarter of 2007 is due to growth in services and license fees to new and
existing customers as well as the introduction of new product offerings. Also contributing to the
growth is revenue from new maintenance contracts associated with these new license agreements and
existing client increases and revenue from our subscription offerings.
Segment results
We analyze our business according to our six operating segments as identified in Note 12, which are
license fees, consulting and education services, analytic services, maintenance, subscriptions and
other. The analysis provided below is presented before the inclusion of various allocable
corporate costs such as depreciation, facilities and IT support costs, stock-based compensation and
amortization because, in managing our operations, we believe such costs significantly affect our
ability to better understand and manage other operating expenses and cash needs.
License fees
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended March 31, |
|
|
|
|
|
|
|
(in millions) |
|
2007 |
|
|
2006 |
|
|
Change |
|
|
% Change |
|
|
|
|
License fee revenue |
|
$ |
8.1 |
|
|
$ |
7.2 |
|
|
$ |
0.9 |
|
|
|
13 |
% |
Direct controllable cost of license fees |
|
|
0.5 |
|
|
|
0.7 |
|
|
|
(0.2 |
) |
|
|
(29 |
)% |
|
|
|
Segment income |
|
$ |
7.6 |
|
|
$ |
6.5 |
|
|
$ |
1.1 |
|
|
|
17 |
% |
|
|
|
Segment margin % |
|
|
94 |
% |
|
|
90 |
% |
|
|
|
|
|
|
|
|
Revenue from license fees is derived from the sale of our software products, under a
perpetual license agreement. License fee revenue growth in the first quarter of 2007, which is
primarily volume driven, is attributable to a $0.7 million increase in sales to existing clients
and $0.1 million increase in product sales to new customers.
Direct controllable cost of license fees includes third-party software royalties, variable reseller
commissions and costs of shipping software products to our customers. The decrease in cost of
license fees in the first quarter of 2007 was primarily due to the elimination of reseller
commissions that have declined by $0.1 million as a result of the discontinued use of that sales
channel, together with reduced third-party royalty expense of $0.1 million associated with Patron
Edge, our ticketing software.
License fee revenue growth together with the decrease in cost of license fees contributed to
expansion of margin year over year.
23
Blackbaud, Inc.
Item 2. Managements discussion and analysis of financial condition and results of operations
(continued)
Consulting and education services
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended March 31, |
|
|
|
|
|
|
|
(in millions) |
|
2007 |
|
|
2006 |
|
|
Change |
|
|
% Change |
|
|
|
|
Consulting and education services revenue |
|
$ |
15.3 |
|
|
$ |
12.5 |
|
|
$ |
2.8 |
|
|
|
22 |
% |
Direct controllable cost of consulting
and education services |
|
|
8.9 |
|
|
|
6.3 |
|
|
|
2.6 |
|
|
|
41 |
% |
|
|
|
Segment income |
|
$ |
6.4 |
|
|
$ |
6.2 |
|
|
$ |
0.2 |
|
|
|
3 |
% |
|
|
|
Segment margin % |
|
|
42 |
% |
|
|
50 |
% |
|
|
|
|
|
|
|
|
Consulting and education services revenue consists of consulting, installation,
implementation and education services. Consulting, installation and implementation services
involve converting data from a customers existing system, assistance in file set up and system
configuration, and/or process re-engineering. Education services involve customer training
activities.
The rates charged for our service offerings have remained relatively constant year over year and,
as such, the increase in revenue in the first quarter of 2007 is principally the result of
increased volume of services provided. The increase in revenue is comprised of a $2.4 million
increase in consulting, installation and implementation services delivered, of which $1.0 million
is attributable to the Target Companies and a $0.4 million increase in education services
delivered.
Cost of consulting and education services is principally comprised of human resource costs,
third-party contractor expenses, classroom rentals and other costs incurred in providing
consulting, installation and implementation services and customer training. During the first
quarter of 2007, salary, benefit and bonus expense increased $1.8 million compared to the first
quarter of 2006 as we increased headcount to meet growing customer demand. A total of $0.5 million,
or 28%, of the increase in salary, benefits and bonus expense is due to additional headcount
resulting from the Target Companies. Other increases include increased travel-related expenses,
relocation and recruiting costs and services from contractors totaling $0.7 million associated with
increased service delivery.
The margin decrease in the first quarter of 2007 compared to the first quarter of 2006 is primarily
due to increased human resource costs related to our successful hiring efforts in 2007 and lower
utilization as a result of a greater percentage of headcount being trained during the quarter
compared to the prior year. Additionally, average billing rates for our consultants have remained
relatively constant while consultants salaries and related human resource costs have increased
year over year contributing to the margin decrease.
Analytic services
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended March 31, |
|
|
|
|
|
|
|
(in millions) |
|
2007 |
|
|
2006 |
|
|
Change |
|
|
% Change |
|
|
|
|
Analytic services revenue |
|
$ |
3.0 |
|
|
$ |
1.2 |
|
|
$ |
1.8 |
|
|
|
150 |
% |
Direct controllable cost of analytic services |
|
|
1.5 |
|
|
|
0.8 |
|
|
|
0.7 |
|
|
|
88 |
% |
|
|
|
Segment income |
|
$ |
1.5 |
|
|
$ |
0.4 |
|
|
$ |
1.1 |
|
|
|
275 |
% |
|
|
|
Segment margin % |
|
|
50 |
% |
|
|
33 |
% |
|
|
|
|
|
|
|
|
Analytic services, which are comprised of donor prospect research, benchmarking studies and
data modeling services involve the assessment of current and prospective donor information of the
customer. The end product enables the customer to more effectively target its fundraising
activities. These assessments are performed using our proprietary analytical tools. Revenue from
analytic services increased 150% in the first quarter of 2007 compared to the first quarter of
2006. The increase in analytic services is comprised of a $1.8 million increase in donor prospect
research, sales of lists of potential donors, benchmarking studies and data modeling services
delivered, of which $1.2 million is attributable to the Target Companies.
Cost of analytic services is primarily comprised of human resource costs and data expense incurred
to perform analytic services. The increase in cost of analytic services in the first quarter of
2007 compared to the first quarter of 2006 is due to an increase in headcount in connection with
the Target Companies. Salary, benefits and bonus expense increased $0.7 million in the first
quarter of 2007 compared to the first quarter of 2006, of which $0.6 million is directly related to
the Target Companies. Additionally, the costs of data used to perform analytics increased $0.1
million.
24
Blackbaud, Inc.
Item 2. Managements discussion and analysis of financial condition and results of operations
(continued)
The analytic services margin increase in the first quarter of 2007 compared to the first quarter of
2006 is primarily due to a decrease in the variable cost of data used to perform analytic services.
Additionally, lower travel, relocation and recruiting costs contributed to the margin increase,
offset partially by an increase in human resource related costs as a percentage of revenue.
Maintenance
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended March 31, |
|
|
|
|
|
|
|
|
|
2007 |
|
|
2006 |
|
|
|
|
|
|
|
(in millions) |
|
(Restated) |
|
|
Change |
|
|
% Change |
|
|
|
|
Maintenance revenue |
|
$ |
22.4 |
|
|
$ |
19.0 |
|
|
$ |
3.4 |
|
|
|
18 |
% |
Direct controllable cost of maintenance |
|
|
3.2 |
|
|
|
2.6 |
|
|
|
0.6 |
|
|
|
23 |
% |
|
|
|
Segment income |
|
$ |
19.2 |
|
|
$ |
16.4 |
|
|
$ |
2.8 |
|
|
|
17 |
% |
|
|
|
Segment margin % |
|
|
86 |
% |
|
|
86 |
% |
|
|
|
|
|
|
|
|
Revenue from maintenance is comprised of annual fees derived from maintenance contracts
associated with new software licenses and annual renewals of existing maintenance contracts. These
contracts provide customers updates, enhancements, upgrades to our software products and online,
telephone and email support. The maintenance revenue increase in the first quarter of 2007 compared
to the first quarter of 2006 is comprised of $3.0 million of new maintenance contracts associated
with new license agreements, including new products, $0.5 million from maintenance agreements
associated with customers of the Target Companies and $0.5 million from maintenance contract
inflationary rate adjustments, offset by $0.8 million of maintenance contracts that were not
renewed.
Direct controllable cost of maintenance is primarily comprised of human resource costs, third-party
contractor expenses, third-party royalty costs and data expenses, and other costs incurred in
providing support and services to our customers. During the first quarter of 2007 the cost of
maintenance increase is principally the result of a $0.5 million increase in salary, benefits and
bonus expense, of which $0.2 million is due to additional headcount from the Target Companies. The
maintenance margin remained relatively unchanged in the first quarter of 2007 compared with the
first quarter of 2006.
Subscriptions
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended March 31, |
|
|
|
|
|
|
|
|
|
2007 |
|
|
2006 |
|
|
|
|
|
|
|
(in millions) |
|
(Restated) |
|
|
Change |
|
|
% Change |
|
|
|
|
Subscriptions revenue |
|
$ |
4.8 |
|
|
$ |
2.3 |
|
|
$ |
2.5 |
|
|
|
109 |
% |
Direct controllable cost of subscriptions |
|
|
1.5 |
|
|
|
0.5 |
|
|
|
1.0 |
|
|
|
200 |
% |
|
|
|
Segment income |
|
$ |
3.3 |
|
|
$ |
1.8 |
|
|
$ |
1.5 |
|
|
|
83 |
% |
|
|
|
Segment margin % |
|
|
69 |
% |
|
|
78 |
% |
|
|
|
|
|
|
|
|
Revenue from subscriptions is principally comprised of revenue from access to hosted
applications, application hosting services, access to certain data services and our online
subscription training offerings. The increase in subscriptions revenue in the first quarter of 2007
compared to the first quarter of 2006 is principally due to a $1.9 million increase in revenue from
access to our hosted applications, of which $1.4 million is attributable to the Target Companies.
Additionally, revenue from our application hosting services increased $0.3 million and revenue from
our online analytics products increased $0.3 million.
Direct controllable cost of subscriptions is primarily comprised of human resource costs,
third-party royalty and data expenses, hosting expenses, and other costs incurred in providing
support and services to our customers. The increase in the cost of subscriptions in the first
quarter of 2007 compared to the first quarter of 2006 is primarily due to an increase in salary,
benefits and bonus expenses, which increased $0.9 million, of which $0.8 million is due to
additional headcount from the Target Companies. Additionally, there was a $0.l million increase in
third-party royalty and data expenses.
The decrease in subscriptions margin in the first quarter of 2007 compared to the first quarter of
2006 is predominantly due to higher salaries, benefits and bonus expense as we increased the size
of our workforce from the Target Companies.
25
Blackbaud, Inc.
Item 2. Managements discussion and analysis of financial condition and results of operations
(continued)
Other revenue
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended March 31, |
|
|
|
|
|
|
|
(in millions) |
|
2007 |
|
|
2006 |
|
|
Change |
|
|
% Change |
|
|
|
|
Other revenue |
|
$ |
1.5 |
|
|
$ |
1.3 |
|
|
$ |
0.2 |
|
|
|
15 |
% |
Direct controllable cost of other revenue |
|
|
1.3 |
|
|
|
1.1 |
|
|
|
0.2 |
|
|
|
18 |
% |
|
|
|
Segment income |
|
$ |
0.2 |
|
|
$ |
0.2 |
|
|
$ |
|
|
|
|
0 |
% |
|
|
|
Segment margin % |
|
|
13 |
% |
|
|
15 |
% |
|
|
|
|
|
|
|
|
Other revenue includes the sale of business forms that are used in conjunction with our
software products; reimbursement of travel and related expenses, primarily incurred during the
performance of services at customer locations; fees from user conferences; and sale of hardware in
conjunction with The Patron Edge. Other revenue increased in the first quarter of 2007 primarily
due to a $0.2 million increase in reimbursable travel costs from our services businesses compared
to the first quarter of 2006.
Direct controllable cost of other revenue includes human resource costs, costs of business forms
and reimbursable expense relating to the performance of services at customer locations. The
increase in the first quarter of 2007 compared to the first quarter of 2006 is due to a $0.2
million increase in reimbursable expenses related to providing services at clients sites. The
margin decrease is due primarily to increases in conference costs and other expenses as a
percentage of other revenue.
Operating expenses
The operating expenses analyzed below exclude stock-based compensation expense. Stock-based
compensation expense is analyzed, in total, in the section following the operating expense
analysis.
Sales and marketing
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended March 31, |
|
|
|
|
|
|
|
(in millions) |
|
2007 |
|
|
2006 |
|
|
Change |
|
|
% Change |
|
|
|
|
Sales and marketing expense |
|
$ |
12.7 |
|
|
$ |
9.1 |
|
|
$ |
3.6 |
|
|
|
40 |
% |
Percentage of revenue |
|
|
23 |
% |
|
|
21 |
% |
|
|
|
|
|
|
|
|
|
|
|
Sales and marketing expenses include salaries and related human resource costs, travel
related expenses, sales commissions, advertising and marketing materials, public relations and an
allocation of depreciation, facilities and IT support costs. The increase in sales and marketing
expenses in the first quarter of 2007 compared to the first quarter of 2006 in absolute dollars and
as a percentage of revenue is principally due to increases in the size and skill set of our sales
force. During the first quarter of 2007, salaries, benefits and bonus expense increased $1.9
million, of which $0.7 million is due to additional headcount from the Target Companies.
Additionally, commissions increased $0.8 million due to higher commissionable sales. Other
increases include higher sales and marketing expenses and travel related expenses totaling $0.6
million and higher allocated costs of $0.3 million of which $0.1 million is attributed to the
Target Companies.
Research and development
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended March 31, |
|
|
|
|
|
|
|
(in millions) |
|
2007 |
|
|
2006 |
|
|
Change |
|
|
% Change |
|
|
|
|
Research and development expense |
|
$ |
6.6 |
|
|
$ |
5.8 |
|
|
$ |
0.8 |
|
|
|
14 |
% |
Percentage of revenue |
|
|
12 |
% |
|
|
13 |
% |
|
|
|
|
|
|
|
|
|
|
|
Research and development expenses include salaries and related human resource costs,
third-party contractor expenses, software development tools and other expenses related to
developing new products, upgrading and enhancing existing products and an allocation of
depreciation, facilities and IT support costs. During the first quarter of 2007, the increase in
research and development costs is primarily due to a $0.6 million increase in salaries, benefits
and bonus expense associated with increased headcount as development projects with offshore
contractors ended during the fourth quarter of 2006 and additional staffing was needed to develop
new product offerings internally. New headcount from the Target Companies contributed an
additional $0.3 million increase in salaries, benefits and bonus expense. A further increase of
26
Blackbaud, Inc.
Item 2. Managements discussion and analysis of financial condition and results of operations
(continued)
$0.2 million is attributable to higher allocated costs. These increases were offset by a $0.4
million decrease in outside contractor expenses as a result of the discontinued use of offshore
contractors.
General and administrative
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended March 31, |
|
|
|
|
|
|
|
(in millions) |
|
2007 |
|
|
2006 |
|
|
Change |
|
|
% Change |
|
|
|
|
General and administrative expense |
|
$ |
5.2 |
|
|
$ |
4.1 |
|
|
$ |
1.1 |
|
|
|
27 |
% |
Percentage of revenue |
|
|
9 |
% |
|
|
9 |
% |
|
|
|
|
|
|
|
|
|
|
|
General and administrative expenses consist primarily of human resource costs for general
corporate functions, including finance, accounting, legal, human resources, corporate development,
third-party professional fees, insurance, an allocation of depreciation, facilities and IT support,
and other administrative expenses. During the first quarter of 2007, general and administrative
expenses increased $1.1 million compared to the first quarter of 2006. This increase was primary
driven by a $0.5 million increase in salaries, benefits and bonus expense associated with
additional headcount. Other increases include higher professional fees, other administrative
costs, and recruiting and relocation costs, totaling $0.5 million. General and administrative
expenses remained constant as a percentage of revenue in the first quarter of 2007 compared to the
first quarter of 2006.
Stock-based compensation
Beginning on January 1, 2006, we adopted SFAS No. 123(R), using the modified prospective transition
method. The adoption of SFAS No. 123(R) had a significant impact on our results of operations.
SFAS No. 123(R) requires us to recognize compensation expense related to stock-based awards to
employees.
Our consolidated statements of operations for the three months ended March 31, 2007 and 2006
includes $1.7 million and $2.0 million of stock-based compensation expense, respectively,
illustrated below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended March 31, |
|
|
|
|
|
|
|
(in thousands) |
|
2007 |
|
|
2006 |
|
|
Change |
|
|
% Change |
|
|
Included in cost of revenue: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of services |
|
$ |
157 |
|
|
$ |
140 |
|
|
$ |
17 |
|
|
|
12 |
% |
Cost of maintenance |
|
|
47 |
|
|
|
29 |
|
|
|
18 |
|
|
|
62 |
|
Cost of subscriptions |
|
|
10 |
|
|
|
4 |
|
|
|
6 |
|
|
|
150 |
|
|
|
|
Total included in cost of revenue |
|
|
214 |
|
|
|
173 |
|
|
|
41 |
|
|
|
24 |
|
Included in operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales and marketing |
|
|
260 |
|
|
|
220 |
|
|
|
40 |
|
|
|
18 |
|
Research and development |
|
|
269 |
|
|
|
191 |
|
|
|
78 |
|
|
|
41 |
|
General and administrative |
|
|
969 |
|
|
|
1,390 |
|
|
|
(421 |
) |
|
|
(30 |
) |
|
|
|
Total included in operating expenses |
|
|
1,498 |
|
|
|
1,801 |
|
|
|
(303 |
) |
|
|
(17 |
) |
|
|
|
Total |
|
$ |
1,712 |
|
|
$ |
1,974 |
|
|
$ |
(262 |
) |
|
|
(13 |
)% |
|
The decrease in total stock-based compensation in the first quarter of 2007 compared to the
first quarter of 2006 is the result of using the accelerated method for recognizing stock-based
compensation expense associated with stock options. This method results in the recognition of more
expense in the earlier periods of vesting when compared with the straight-line method of
amortization, which results in equal amounts of expense in all vesting periods. The decrease in
stock option expense is offset by an increase in compensation expense from restricted stock awards
due to an increase in number of awards granted and the higher fair value of those awards.
Additionally, grants of stock appreciation rights, which began in the fourth quarter of 2006,
contributed to an increase in stock-based compensation expense.
Amortization
Amortization expense was $0.6 million and $0.1 million for the three months ended March 31, 2007
and 2006, respectively. The increase is directly attributable to the Target Companies which
resulted in the recognition of approximately $22.3 million in identifiable intangible assets with
lives ranging from 3 to 15 years.
27
Blackbaud, Inc.
Item 2. Managements discussion and analysis of financial condition and results of operations
(continued)
Amortization expense is allocated according to the nature of the respective identifiable intangible
asset and, to the extent associated directly with revenue, we allocate amortization expense to the
respective cost of revenue.
Amortization expense included in our consolidated statements of operations, is illustrated below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended March 31, |
|
|
|
|
|
|
|
(in thousands) |
|
2007 |
|
|
2006 |
|
|
Change |
|
|
% Change |
|
|
Included in cost of revenue: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of license fees |
|
$ |
24 |
|
|
$ |
|
|
|
$ |
24 |
|
|
|
100 |
% |
Cost of services |
|
|
221 |
|
|
|
|
|
|
|
221 |
|
|
|
100 |
|
Cost of maintenance |
|
|
78 |
|
|
|
|
|
|
|
78 |
|
|
|
100 |
|
Cost of subscriptions |
|
|
189 |
|
|
|
|
|
|
|
189 |
|
|
|
100 |
|
Cost of other revenue |
|
|
16 |
|
|
|
|
|
|
|
16 |
|
|
|
100 |
|
|
|
|
Total included in cost of revenue |
|
|
528 |
|
|
|
|
|
|
|
528 |
|
|
|
100 |
|
Included in operating expenses: |
|
|
84 |
|
|
|
129 |
|
|
|
(45 |
) |
|
|
(35 |
) |
|
|
|
Total |
|
$ |
612 |
|
|
$ |
129 |
|
|
$ |
483 |
|
|
|
374 |
% |
|
Interest expense
Interest expense was $0.4 million in the first quarter of 2007 compared with less than $0.1 million
in the first quarter of 2006. The increase in interest expense is directly related to our borrowing
under our credit facility in connection with the acquisition of the Target Companies.
Income tax provision
We record income tax expense in our consolidated financial statements based on an estimated annual
effective income tax rate, prior to any quarter-specific items. The 2007 estimated annual
effective tax rate of 39.2%, which excludes period-specific items, was applied as the effective
rate for the quarter ended March 31, 2007. Our actual effective tax rates for the three-month
periods ended March 31, 2007 and 2006 was 37.5% and 39.2%, respectively.
Our deferred tax assets and liabilities are recorded at an amount based upon a U.S. federal income
tax rate of 35.0%. This U.S. federal income tax rate is based on our expectation that our
deductible and taxable temporary differences will reverse over a period of years during which we
will have annual taxable income exceeding $10.0 million per year. If our results of operations
fall below that threshold in the future, we will adjust our 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.
We adopted the provisions of FIN 48 on January 1, 2007. As a result of the implementation of FIN
48, we recognized a $0.3 million reduction to the January 1, 2007 balance of retained earnings. The
total amount of unrecognized tax benefits as of January 1, 2007, the date of adoption, was $0.6
million, of which $0.4 million would impact our effective rate if recognized. As of the date of
adoption, the total amount of accrued interest and penalties was $0.3 million. No significant
change in the gross amount of unrecognized tax benefits is expected within the next 12 months. In
the three months ended March 31, 2007, changes in accrued interest, penalties and unrecognized tax
benefits as a result of tax positions taken in current and prior years were insignificant.
Liquidity and capital resources
At March 31, 2007, cash and cash equivalents totaled $16.0 million, compared to $67.8 million at
December 31, 2006. The $51.8 million decrease in cash and cash equivalents during the first three
months of 2007 is the result of generating $7.5 million of cash from operations, receiving $30.0
million in proceeds from the use of our credit facility which we used to purchase the Target
Companies and $0.9 million from the proceeds and excess tax benefits of stock option exercises,
offset by $58.2 million, net of cash acquired, used to purchase the Target Companies, $1.0 million
paid to former owners of Campagne Associates, Ltd. under an earnout agreement, $14.1 million used
to purchase our stock, $10.0 million used to repay borrowings made in connection with the
acquisition of the Target Companies, $3.8 million in dividends paid to
28
Blackbaud, Inc.
Item 2. Managements discussion and analysis of financial condition and results of operations
(continued)
stockholders, $1.9 million to repay debt acquired in connection with the Target Companies and $1.1
million used to purchase fixed assets.
Our principal source of liquidity is our operating cash flow, which depends on continued customer
renewal of our maintenance and support agreements and market acceptance of our products and
services. Based on current estimates of revenue and expenses, we believe that the currently
available sources of funds and anticipated cash flows from operations will be adequate to finance
our operations and anticipated capital expenditures for the foreseeable future. Dividend payments
are not guaranteed and our Board of Directors may decide, in its absolute discretion, at any time
and for any reason, not to declare or pay further dividends and/or repurchase our common stock.
We have drawn on our existing credit facility from time to time to help us meet substantial other
short-term financial needs. The credit facility expires September 30, 2007.
Operating cash flow
Net cash provided by operating activities increased $4.2 million to $7.5 million in the three-month
period ended March 31, 2007 compared to $3.3 million as reported for the three months ended March
31, 2006. Throughout both periods, our cash flows from operations were derived principally from:
(i) our earnings from on-going operations prior to non-cash expenses such as depreciation and
amortization; (ii) the tax benefit associated with our deferred tax asset, which reduces our cash
outlay for income tax expense; (iii) adjustments to our provision for sales returns and allowances;
and (iv) changes in our working capital, which are primarily composed of net collections of
accounts receivable and increases in deferred revenue (collectively representing a decrease in
working capital of $1.3 million and $1.2 million in the three-month periods ended March 31, 2007
and 2006, respectively), together with changes in our balances of accounts payable, accrued
expenses, accrued liabilities and other current assets (collectively representing a decrease in
working capital of $2.7 million and $5.4 million in the three-month periods ended March 31, 2007
and 2006, respectively) due to timing of payments.
Investing cash flow
Net cash used in the three-month period ended March 31, 2007 for investing activities was $60.3
million compared to $6.3 million of net cash used in investing activities during the three-month
period ended March 31, 2006. The increase is principally due to the acquisition of the Target
Companies on January 16, 2007.
Financing cash flow
Net cash provided by financing activities for the three-month period ended March 31, 2007 was $1.0
million, comprised of $30.0 million provided by the issuance of debt in connection with the
acquisition of the Target Companies and $0.9 million from the proceeds and excess tax benefits of
stock option exercises, offset by $14.1 million used for repurchases of our stock, $10.0 million
used to repay debt incurred in connection with the acquisition of the Target Companies, dividend
payments of $3.8 million to stockholders and $1.9 million used to repay debt acquired in connection
with the Target Companies. Comparatively, net cash used in financing activities for the three-month
period ended March 31, 2006 was $3.1 million, comprised of $6.3 million for purchases of our stock
and dividend payments of $3.0 million to stockholders, offset by proceeds from stock option
exercises of $3.3 million and $2.9 million of excess tax benefits from stock option exercises.
29
Blackbaud, Inc.
Item 2. Managements discussion and analysis of financial condition and results of operations
(continued)
Commitments and contingencies
As of March 31, 2007, we had $20.0 million of outstanding debt and future minimum lease commitments
of $25.7 million as follows (amounts in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Payments Due by Period |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
More than 5 |
|
|
|
Total |
|
|
Less than 1 year |
|
|
1-3 years |
|
|
3-5 years |
|
|
years |
|
|
|
|
Operating leases |
|
$ |
24,099 |
|
|
$ |
5,611 |
|
|
$ |
14,179 |
|
|
$ |
4,309 |
|
|
$ |
|
|
Capital leases |
|
|
1,640 |
|
|
|
488 |
|
|
|
970 |
|
|
|
182 |
|
|
|
|
|
Short-term debt and interest expense |
|
|
20,682 |
|
|
|
20,682 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
46,421 |
|
|
$ |
26,781 |
|
|
$ |
15,149 |
|
|
$ |
4,491 |
|
|
$ |
|
|
Our commitments related to operating leases have not been reduced by the future minimum lease
commitments under various sublease agreements extended through 2008.
We have $20.0 million of outstanding debt under our credit facility as of March 31, 2007. Interest
is payable monthly. Our commitment for interest related to this short-term debt, totaling $682,000,
assumes that $20.0 million will be outstanding until the credit facility expires on September 30,
2007. The actual interest expense recognized in our statement of operations will depend on the
amount of debt and length of time the debt is outstanding, which might be different from our
assumptions used in the table above.
In connection with the acquisition of the Target Companies on January 16, 2007, discussed in Note 4
of the consolidated financial statements as of and for the three months ended March 31, 2007, we
could pay up to $2.4 million of contingent consideration based on the performance of the Target
Companies during the 2007 fiscal year. The payments, if any, will be made in March 2008.
In connection with the January 2006 purchase of Campagne Associates, Ltd., we could pay up to $2.5
million of contingent consideration as part of the acquisition. Of the $2.5 million of contingent
consideration, $1.0 million was paid in March 2007. The remaining contingent consideration, if any,
will be payable in 2008 based on performance during the second year following the acquisition.
As of March 31, 2007, we have accrued $0.6 million of state taxes and $0.3 million of interest and
penalties related to uncertain tax positions taken in current and prior years. Please refer to
Note 10 in our condensed notes to the consolidated financial statements for further information.
We utilize third-party relationships in conjunction with our products. The contractual
arrangements vary in length from two to four years. In certain cases, these arrangements require a
minimum annual purchase commitment. The total minimum purchase commitment under these arrangements
at March 31, 2007 is approximately $0.9 million through 2009. We incurred expense under these
arrangements of $0.2 million and $0.1 million for the three months ended March 31, 2007 and 2006,
respectively.
Our Board of Directors approved an increase in our annual dividend from $0.28 to $0.34 per share in
2007 and declared a second quarter dividend of $0.085 per share payable on June 15, 2007 to
stockholders of record on May 28, 2007. Dividends at this rate would total approximately $15.1
million in the aggregate on the common stock in 2007 (assuming 44,461,627 shares of common stock
are outstanding). Our ability to pay dividends may be restricted by, among other things, the terms
of our credit facility.
Foreign currency exchange rates
Approximately 16% of our total net revenue for the three-month period ended March 31, 2007 was
derived from operations outside the United States. We do not have significant operations in
countries in which the economy is considered to be highly inflationary. Our consolidated financial
statements are denominated in U.S. dollars and, accordingly, changes in the exchange rate between
foreign currencies and the U.S. dollar will affect the translation of our subsidiaries financial
results into U.S. dollars for purposes of reporting our consolidated financial results. The
30
Blackbaud, Inc.
Item 2. Managements discussion and analysis of financial condition and results of operations
(continued)
accumulated currency translation adjustment, recorded as a separate component of stockholders
equity, was $0.2 million at March 31, 2007 and December 31, 2006.
The vast majority of our contracts are entered into by our U.S., Canadian or U.K. entities. The
contracts entered into by the U.S. entity are almost always denominated in U.S. dollars, contracts
entered into by our Canadian subsidiary are generally denominated in Canadian dollars, and
contracts entered into by our U.K. subsidiary are generally denominated in pounds sterling. In
recent years, the U.S. dollar has weakened against many non-U.S. currencies, including the British
pound and Canadian dollar. During this period, our revenues generated in the United Kingdom have
increased. Though we do not believe our increased exposure to currency exchange rates have had a
material impact on our results of operations or financial position, we intend to continue to
monitor such exposure and take action as appropriate.
Cautionary statement
We operate in a highly competitive environment that involves a number of risks, some of which are
beyond our control. The following statement highlights some of these risks.
Statements contained in this Form 10-Q, which are not historical facts, are or might constitute
forward-looking statements under the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995. Although we believe the expectations reflected in such forward-looking
statements are based on reasonable assumptions, we can give no assurance that our expectations will
be attained. Forward-looking statements involve known and unknown risks that could cause actual
results to differ materially from expected results. Factors that could cause actual results to
differ materially from our expectations expressed in the report include management of integration
of the Target Companies and other risks associated with acquisitions; risk associated with
successful implementation of multiple integrated software products; lengthy sales and
implementation cycles, particularly in larger organizations; uncertainty regarding increased
business and renewals from existing customers; continued success in sales growth; the ability to
attract and retain key personnel; risks related to our dividend policy and share repurchase
program, including potential limitations on our ability to grow and the possibility that we might
discontinue payment of dividends; risks relating to restrictions imposed by the credit facility;
risks associated with management of growth; technological changes that make our products and
services less competitive; and the other risk factors set forth from time to time in our SEC
filings.
New accounting pronouncements
In February 2007, the FASB issued
SFAS No. 159, The Fair Value Option for Financial Assets and Liabilities,
including an amendment of FASB Statement No. 115 (SFAS No. 159). SFAS No. 159 permits entities
to choose, at specified election dates, to measure many financial instruments and certain other
items at fair value that are not currently required to be measured at fair value. Unrealized gains
and losses shall be reported on items for which the fair value option has been elected in earnings
at each subsequent reporting date. SFAS No. 159 is effective for fiscal years beginning after
November 15, 2007. Early adoption is permitted as of the beginning of a fiscal year that begins on
or before November 15, 2007, provided the entity also elects to apply the provisions of SFAS No.
157 Fair Value Measurements (SFAS No. 157). We are still assessing the impact of the adoption
of SFAS No. 159 on our consolidated financial position, results of operations or cash flows.
In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements, (SFAS No. 157) which
defines fair value, establishes guidelines for measuring fair value and expands disclosures
regarding fair value measurements. SFAS No. 157 does not require any new fair value measurements
but rather eliminates inconsistencies in guidance found in various prior accounting pronouncements.
SFAS No. 157 is effective for fiscal years beginning after November 15, 2007. Earlier adoption is
permitted, provided the Company has not yet issued financial statements, including for interim
periods, for that fiscal year. We do not expect the adoption of SFAS No. 157 to have a material
impact on our consolidated financial position, results of operations or cash flows.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
Due to the nature of our short-term investments, our lack of material long-term debt and our
ability to use currently available sources of funds and anticipated cash flows from operations to
finance our operations and anticipated capital expenditures, we have concluded that we currently
face no material interest risk exposure. Therefore, no quantitative
31
Blackbaud, Inc.
Item 3.
Quantitative and Qualitative Disclosures about Market Risk (continued)
tabular disclosures are required. For further discussion, see the Foreign currency exchange
rates section beginning on page 30.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e)) are designed only to
provide reasonable assurance that they will meet their objectives. As of the end of the period
covered by this report, we carried out an evaluation, under the supervision and with the
participation of our management, including our Chief Executive Officer and Chief Financial Officer,
of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e))
pursuant to Exchange Act Rule 13a-15. Based upon that evaluation, our Chief Executive Officer and
Chief Financial Officer have concluded that our disclosure controls and procedures are effective to
provide the reasonable assurance discussed above.
In coming to the conclusion our disclosure controls and procedures and our internal control
over financial reporting were effective as of the end of the period covered by this Quarterly
Report on Form 10-Q, we considered, among other things, the estimated impact of the restatement to
the financial statements discussed below and the effectiveness of the internal controls in this
area as of the fiscal years ended 2006, 2005 and 2004. We have concluded that the accounting
misapplication discussed below did not constitute a material weakness in disclosure controls and
procedures, or internal controls and procedures over financial reporting, as of March 31, 2007.
During the preparation of this Quarterly Report on Form 10-Q, we determined that SEC Staff
Accounting Bulletin 108 (SAB 108) was misapplied in connection with reporting our consolidated
financial position and results of operations as of and for the period ended December 31, 2006. We
have historically recognized maintenance and subscription revenue using a monthly convention rather
than on an actual days basis. The effect on the statements of operations of the difference between
these two methods has been evaluated in the past and it was concluded that the impact was
immaterial. However under SAB 108, we should have recorded a one-time adjustment to our retained
earnings to correct for the cumulative impact of using the actual days method.
As the misapplication was determined prior to filing this report on Form 10-Q for the quarter ended
March 31, 2007, no restatement was required for that period. We will restate our consolidated
financial statements for the three-year period ended December 31, 2006. We will amend our 2006 Form
10-K as soon as
practicable.
Changes in Internal Control over Financial Reporting
No change in our internal control over financial reporting occurred during our last fiscal quarter
that has materially affected, or is reasonably likely to materially affect, our internal control
over financial reporting.
32
Blackbaud, Inc.
PART II. OTHER INFORMATION
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Information about shares of common stock repurchased during the three months ended March 31, 2007
under our stock repurchase program announced on July 26, 2005 appears in the table below.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total number |
|
|
Approximate |
|
|
|
|
|
|
|
|
|
|
|
of shares |
|
|
dollar value |
|
|
|
|
|
|
|
|
|
|
|
purchased as |
|
|
of shares that |
|
|
|
Total |
|
|
|
|
|
|
part of |
|
|
may yet be |
|
|
|
number of |
|
|
Average |
|
|
publicly |
|
|
purchased |
|
|
|
shares |
|
|
price |
|
|
announced |
|
|
under the |
|
|
|
purchased |
|
|
paid per |
|
|
plans or |
|
|
plan or |
|
Period |
|
(1) |
|
|
share |
|
|
programs |
|
|
programs (2) |
|
|
Beginning balance, January 1, 2007 |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
20,238,160 |
|
January 1, 2007 through January 31, 2007 |
|
|
158,099 |
|
|
$ |
22.46 |
|
|
|
156,909 |
|
|
$ |
16,713,480 |
|
February 1, 2007 through February 28, 2007 |
|
|
4,998 |
|
|
$ |
22.99 |
|
|
|
4,998 |
|
|
$ |
16,598,574 |
|
March 1, 2007 through March 31, 2007 |
|
|
458,971 |
|
|
$ |
22.70 |
|
|
|
458,971 |
|
|
$ |
6,180,795 |
|
Total |
|
|
622,068 |
|
|
$ |
22.64 |
|
|
|
620,878 |
|
|
$ |
6,180,795 |
|
|
|
|
(1) |
|
Includes 1,190 shares withheld by us to satisfy the tax obligations of employees due
upon vesting of restricted stock during the period. |
|
(2) |
|
On July 26, 2005, our Board of Directors approved a stock repurchase program that authorizes
us to repurchase up to $35.0 million of our outstanding shares of common stock. The shares may be
purchased in conjunction with a public offering of our common stock, from time to time on the open
market or in privately negotiated transactions depending upon market condition and other factors,
all in accordance with the requirements of applicable law. There is no set termination date for
this repurchase program. |
Item 6. Exhibits
Exhibits:
|
31.1 |
|
Certification by the Chief Executive Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002. |
|
|
31.2 |
|
Certification by the Chief Financial Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002. |
|
|
32.1 |
|
Certification by the Chief Executive Officer pursuant to 18 U.S.C. 1350 as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
|
|
32.2 |
|
Certification by the Chief Financial Officer pursuant to 18 U.S.C. 1350 as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
33
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, thereunto duly authorized.
|
|
|
|
|
|
BLACKBAUD, INC.
|
|
Date: May 15, 2007 |
By: |
/s/ Marc E. Chardon
|
|
|
|
Marc E. Chardon |
|
|
|
President and Chief Executive Officer |
|
|
|
|
|
Date: May 15, 2007 |
By: |
/s/ Timothy V. Williams
|
|
|
|
Timothy V. Williams |
|
|
|
Senior Vice President and Chief Financial Officer |
|
|
34
Exhibit 31.1
Blackbaud, Inc.
EXHIBIT 31.1
CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Marc E. Chardon, certify that:
|
1. |
|
I have reviewed this quarterly report on Form 10-Q of Blackbaud, Inc.; |
|
|
2. |
|
Based on my knowledge, this quarterly report does not
contain any untrue statement of a material fact or omit
to state a material fact necessary to make the
statements made, in light of the circumstances under
which such statements were made, not misleading with
respect to the period covered by this quarterly report; |
|
|
3. |
|
Based on my knowledge, the financial statements, and
other financial information included in this quarterly
report, fairly present in all material respects the
financial condition, results of operations and cash
flows of the registrant as of, and for, the periods
presented in this quarterly report; |
|
|
4. |
|
The registrants other certifying officer and I are
responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act
Rules 13a-15(e) and 15d-15(e)) and internal control
over financial reporting (as defined in Exchange Act
Rules 13a-15(f) and 15d-15(f)) for the registrant and
have: |
|
a. |
|
designed such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to ensure that material
information relating to the registrant, including its consolidated subsidiaries, is
made known to us by others within those entities, particularly during the period in
which this quarterly report is being prepared; |
|
|
b. |
|
designed such internal control over financial reporting, or caused such
internal control over financial reporting to be designed under our supervision, 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; |
|
|
c. |
|
evaluated the effectiveness of the registrants disclosure controls and
procedures and presented in this report our conclusions about the effectiveness of the
disclosure controls and procedures, as of the end of the period covered by this report
based on such evaluation; and |
|
|
d. |
|
disclosed in this report any change in the registrants internal control over
financial reporting that occurred during the registrants most recent fiscal quarter
(the registrants fourth fiscal quarter in the case of an annual report) that has
materially affected, or is reasonably likely to materially affect, the registrants
internal control over financial reporting; and |
|
5. |
|
The registrants other certifying officer and I have disclosed, based on our most
recent evaluation of internal control over financial reporting, to the registrants
auditors and the audit committee of the registrants board of directors (or persons
performing the equivalent functions): |
|
a. |
|
all significant deficiencies and material weaknesses in the
design or operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrants ability to record,
process, summarize and report financial information; and |
|
|
b. |
|
any fraud, whether or not material, that involves management
or other employees who have a significant role in the registrants internal
control over financial reporting. |
|
|
|
|
|
|
|
|
Date: May 15, 2007 |
By: |
/s/ Marc E. Chardon
|
|
|
|
Marc E. Chardon |
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President and Chief Executive Officer |
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Exhibit 31.2
Blackbaud, Inc.
EXHIBIT 31.2
CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Timothy V. Williams, certify that:
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I have reviewed this quarterly report on Form 10-Q of Blackbaud, Inc.; |
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Based on my knowledge, this quarterly report does not
contain any untrue statement of a material fact or omit
to state a material fact necessary to make the
statements made, in light of the circumstances under
which such statements were made, not misleading with
respect to the period covered by this quarterly report; |
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3. |
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Based on my knowledge, the financial statements, and
other financial information included in this quarterly
report, fairly present in all material respects the
financial condition, results of operations and cash
flows of the registrant as of, and for, the periods
presented in this quarterly report; |
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4. |
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The registrants other certifying officer and I are
responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act
Rules 13a-15(e) and 15d-15(e)) and internal control
over financial reporting (as defined in Exchange Act
Rules 13a-15(f) and 15d-15(f)) for the registrant and
have: |
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designed such disclosure
controls and procedures, or
caused such disclosure
controls and procedures to be
designed under our
supervision, to ensure that
material information relating
to the registrant, including
its consolidated
subsidiaries, is made known
to us by others within those
entities, particularly during
the period in which this
quarterly report is being
prepared; |
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b. |
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designed such internal
control over financial
reporting, or caused such
internal control over
financial reporting to be
designed under our
supervision, 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; |
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c. |
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evaluated the effectiveness of the registrants disclosure controls and
procedures and presented in this report our conclusions about the effectiveness of the
disclosure controls and procedures, as of the end of the period covered by this report
based on such evaluation; and |
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d. |
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disclosed in this report any change in the registrants internal
control over financial reporting that occurred during the registrants most recent
fiscal quarter (the registrants fourth fiscal quarter in the case of an annual
report) that has materially affected, or is reasonably likely to materially affect,
the registrants internal control over financial reporting; and |
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The registrants other certifying officer and I have disclosed, based
on our most recent evaluation of internal control over financial reporting, to the
registrants auditors and the audit committee of the registrants board of directors
(or persons performing the equivalent functions): |
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all significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are reasonably likely
to adversely affect the registrants ability to record, process, summarize and
report financial information; and |
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b. |
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any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrants internal control over
financial reporting. |
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Date: May 15, 2007 |
By: |
/s/ Timothy V. Williams
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Timothy V. Williams |
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Senior Vice President and Chief Financial Officer |
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Exhibit 32.1
Blackbaud, Inc.
EXHIBIT 32.1
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED
PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report on Form 10-Q of Blackbaud, Inc. (the Company) for
the period ended March 31, 2007 as filed with the Securities and Exchange Commission on or about
the date hereof (the Report), I, Marc E. Chardon, President and Chief Executive Officer, hereby
certify, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002, that, to my knowledge:
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The Report fully complies with the requirements of Section 13(a) or 15(d) of the
Securities Exchange Act of 1934; and |
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(2) |
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The information contained in the Report fairly presents, in all material respects, the
financial condition and results of operations of the Company as of, and for, the periods
presented in the Report. |
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Date: May 15, 2007 |
By: |
/s/ Marc E. Chardon
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Marc E. Chardon |
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President and Chief Executive Officer |
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Exhibit 32.2
Blackbaud, Inc.
EXHIBIT 32.2
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED
PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report on Form 10-Q of Blackbaud, Inc. (the Company) for
the period ended March 31, 2007 as filed with the Securities and Exchange Commission on or about
the date hereof (the Report), I, Timothy V. Williams, Senior Vice President and Chief Financial
Officer, hereby certify, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, that, to my knowledge:
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(1) |
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The Report fully complies with the requirements of Section 13(a) or 15(d) of the
Securities Exchange Act of 1934; and |
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(2) |
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The information contained in the Report fairly presents, in all material respects, the
financial condition and results of operations of the Company as of, and for, the periods
presented in the Report. |
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Date: May 15, 2007 |
By: |
/s/ Timothy V. Williams
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Timothy V. Williams |
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Senior Vice President and Chief Financial Officer |
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