Blackbaud,Inc.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K/A
(Amendment No. 1)
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þ
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 |
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For the Fiscal Year ended December 31, 2006 |
OR |
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 |
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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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11-2617163 |
(State or other jurisdiction of
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)
Securities Registered Pursuant to Section 12(b) of the
Act:
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Name of Each Exchange |
Title of Each Class |
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on which Registered |
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Common Stock, $0.001 Par Value
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The NASDAQ Stock Market LLC
(NASDAQ Global Select Market) |
Securities Registered Pursuant to Section 12(g) of the
Act: None
Indicate by check mark if the registrant is a well-known
seasoned issuer, as defined in Rule 405 of the Securities
Act. YES þ NO o
Indicate by check mark if the registrant is not required to file
reports pursuant to Section 13 or Section 15(d) of the
Act. YES o NO þ
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 if disclosure of delinquent filers
pursuant to Item 405 of
Regulation S-K is
not contained herein, and will not be contained, to the best of
registrants knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this
Form 10-K or any
amendment to this
Form 10-K. 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. (Check one):
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Large accelerated filer þ |
Accelerated filer o |
Non-accelerated filer o |
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Indicate by check mark whether the registrant is a shell company
(as defined in
Rule 12b-2 of the
Act). YES o NO
þ
The aggregate market value of the registrants common stock
held by non-affiliates of the registrant on June 30, 2006
(based on the closing sale price of $22.70 on that date), was
approximately $981,483,804. Common stock held by each officer
and director and by each person known to the registrant who
owned 5% or more of the outstanding common stock have been
excluded in that such persons may be deemed to be affiliates.
This determination of affiliate status is not necessarily a
conclusive determination for other purposes.
The number of shares of the registrants common stock
outstanding at February 20, 2007 was 44,328,585.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrants definitive Proxy Statement for
the 2007 Annual Meeting of Stockholders currently scheduled to
be held June 13, 2007 are incorporated by reference into
Part III hereof.
BLACKBAUD, INC.
ANNUAL REPORT ON
FORM 10-K/A
Table of Contents
i
EXPLANATORY NOTE
Why we are filing this Amendment to our
Form 10-K
We are filing this amendment to our Annual Report on
Form 10-K/A for
the fiscal year ended December 31, 2006 (2006
Form 10-K)
to restate our consolidated financial statements and related
disclosures resulting from our misapplication of SEC Staff
Accounting Bulletin 108 (SAB 108). During
preparation of our
Form 10-Q 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. We are
restating our consolidated financial statements for
December 31, 2006, 2005 and 2004.
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.
This amendment includes our restated consolidated balance sheets
as of December 31, 2006 and 2005 and our restated
statements of operations, stockholders equity and cash
flows for the fiscal years ended December 31, 2006, 2005,
and 2004 and selected consolidated financial data for the years
2004, 2003 and 2002 presented in Item 6.
The restatement adjustments had the cumulative effect of
reducing our retained earnings balance by $1.2 million,
increasing our deferred revenue by $2.0 million and
increasing our deferred tax asset by $0.8 million, all as
of January 1, 2004. In addition, previously reported net
income of $30.5 million, $33.3 million and
$12.6 million for the years ended December 31, 2006,
2005 and 2004 has been reduced by $0.4 million,
$0.2 million and $0.1 million, respectively.
Amended Items of
Form 10-K
We are amending the following items of our 2006
Form 10-K:
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Part II Item 6 |
Selected Financial Data |
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Part II Item 7 |
Managements Discussion and Analysis of Financial Condition
and Results of Operations |
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Part II Item 8 |
Financial Statements and Supplementary Data |
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Part II Item 9A |
Controls and Procedures |
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Part IV Item 15 |
Exhibits and Financial Statement Schedules |
All information not affected by the restatement is
unchanged
We have not changed any information included in our 2006
Form 10-K that is
not affected by the restatement. Accordingly, the information
included in our 2006
Form 10-K and
included in this amendment that is not affected by the
restatement describes conditions as they existed and were
presented in the 2006
Form 10-K at the
time we filed that report with the Securities and Exchange
Commission on February 28, 2007. We have not taken into
account any other events occurring after the original filing of
our 2006 Form 10-K
that might have affected those disclosures, nor have we modified
or updated those disclosures.
ii
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Item 6. |
Selected consolidated financial data |
The following selected financial data should be read in
conjunction with our consolidated financial statements and
related notes thereto and with Managements
discussion and analysis of financial condition and results of
operations included elsewhere in this
Form 10-K/ A. The
information presented in the following tables has been adjusted
to reflect the restatement of our financial results, which is
more fully described in the Explanatory Note of this
Form 10-K/ A and
in Note 2 Restatement of financial statements
in the Notes to the consolidated financial statements. The
statements of operations data for each of the years ended
December 31, 2003 and 2002 and the balance sheet data at
December 31, 2004, 2003 and 2002 are derived from unaudited
financial statements not included in this
Form 10-K/ A.
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Year Ended December 31, (as restated) | |
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2003 | |
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2002 | |
(In thousands, except per share data) |
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2006 | |
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2005 | |
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2004 | |
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(unaudited) | |
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(unaudited) | |
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Consolidated statements of operations data:
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Revenue
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License fees
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$ |
32,500 |
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$ |
29,978 |
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$ |
25,387 |
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$ |
21,339 |
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$ |
20,572 |
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Services
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61,242 |
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52,606 |
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42,793 |
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34,263 |
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26,739 |
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Maintenance
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80,893 |
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71,163 |
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63,081 |
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56,767 |
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52,702 |
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Subcriptions
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10,605 |
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6,965 |
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3,686 |
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1,867 |
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Other revenue
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6,140 |
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5,237 |
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4,316 |
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4,352 |
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5,130 |
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Total revenue
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191,380 |
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165,949 |
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139,263 |
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118,588 |
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105,143 |
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Cost of revenue
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Cost of license fees
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2,260 |
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4,380 |
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3,545 |
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2,819 |
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2,547 |
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Cost of
services(1)
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33,717 |
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28,409 |
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22,807 |
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21,006 |
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14,234 |
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Cost of
maintenance(1)
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13,225 |
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10,926 |
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10,474 |
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11,471 |
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10,588 |
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Cost of
subscriptions(1)
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2,360 |
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1,472 |
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388 |
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366 |
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Cost of other revenue
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5,709 |
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4,943 |
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3,986 |
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3,712 |
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3,611 |
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Total cost of revenue
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57,271 |
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50,130 |
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41,200 |
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39,374 |
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30,980 |
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Gross profit
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134,109 |
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115,819 |
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98,063 |
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79,214 |
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74,163 |
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Sales and
marketing(1)
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41,405 |
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33,491 |
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26,663 |
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23,700 |
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19,173 |
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Research and
development(1)
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23,118 |
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21,138 |
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17,418 |
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17,857 |
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14,385 |
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General and
administrative(1)
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21,757 |
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15,795 |
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32,512 |
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31,282 |
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10,631 |
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Amortization
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699 |
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18 |
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32 |
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848 |
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1,045 |
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Cost of initial public offering
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2,455 |
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Total operating expenses
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86,979 |
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70,442 |
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79,080 |
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73,687 |
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45,234 |
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Income from operations
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47,130 |
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45,377 |
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18,983 |
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5,527 |
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28,929 |
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Interest income
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1,584 |
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964 |
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331 |
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97 |
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138 |
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Interest expense
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(48 |
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(49 |
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(272 |
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(2,559 |
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(4,410 |
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Other (expense) income, net
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(238 |
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6 |
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356 |
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235 |
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63 |
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Income before provision for income taxes
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48,428 |
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46,298 |
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19,398 |
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3,300 |
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24,720 |
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Income tax provision
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18,275 |
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13,211 |
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6,848 |
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3,882 |
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9,130 |
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Net income (loss)
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$ |
30,153 |
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$ |
33,087 |
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$ |
12,550 |
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$ |
(582 |
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$ |
15,590 |
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Earnings (loss) per share
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Basic
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$ |
0.70 |
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$ |
0.78 |
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$ |
0.30 |
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$ |
(0.01 |
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$ |
0.37 |
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Diluted
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$ |
0.68 |
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$ |
0.72 |
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$ |
0.27 |
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$ |
(0.01 |
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$ |
0.37 |
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Common shares and equivalents outstanding
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Basic weighted average shares
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43,320 |
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42,559 |
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42,496 |
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42,396 |
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42,360 |
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Diluted weighted average shares
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44,668 |
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46,210 |
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46,541 |
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42,396 |
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42,360 |
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Dividends per share
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$ |
0.28 |
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$ |
0.20 |
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(1) |
Includes stock-based compensation as set forth in tabular
summary of stock-based compensation (benefit) for all periods
presented. We adopted SFAS 123(R) on January 1, 2006
using the modified prospective method. |
1
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Year Ended December 31, (as restated) |
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2003 | |
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2002 | |
(In thousands, except per share data) |
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2006 | |
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2005 | |
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2004 | |
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(unaudited) | |
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(unaudited) | |
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Summary of stock-based compensation (benefit):
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Cost of services
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$ |
531 |
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$ |
269 |
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$ |
(540 |
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$ |
3,342 |
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$ |
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Cost of maintenance
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117 |
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33 |
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(91 |
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505 |
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Cost of subscriptions
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19 |
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Total included in cost of revenue
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667 |
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302 |
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(631 |
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3,847 |
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Sales and marketing
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813 |
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217 |
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(112 |
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1,817 |
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Research and development
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746 |
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139 |
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(457 |
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2,341 |
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General and administrative
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5,174 |
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(343 |
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19,579 |
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19,533 |
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Total included in operating expenses
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6,733 |
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13 |
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19,010 |
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23,691 |
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Total stock-based compensation
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$ |
7,400 |
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$ |
315 |
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$ |
18,379 |
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$ |
27,538 |
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$ |
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December 31, (as restated) | |
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2004 | |
|
2003 | |
|
2002 | |
(In thousands, except per share data) |
|
2006 | |
|
2005 | |
|
(unaudited) | |
|
(unaudited) | |
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(unaudited) | |
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Consolidated balance sheet data:
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Cash and cash equivalents
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$ |
67,783 |
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$ |
22,683 |
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$ |
42,144 |
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$ |
6,708 |
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$ |
18,703 |
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Deferred tax asset, including current portion
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|
67,620 |
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80,052 |
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88,896 |
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89,514 |
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91,627 |
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Working capital
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14,125 |
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(16,866 |
) |
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(7,542 |
) |
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(31,540 |
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(20,107 |
) |
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Total assets
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195,009 |
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148,463 |
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161,640 |
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122,494 |
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133,591 |
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Deferred revenue
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76,952 |
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63,222 |
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54,440 |
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45,636 |
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40,841 |
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Total liabilities
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99,651 |
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83,711 |
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73,156 |
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|
63,850 |
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|
101,194 |
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Common stock
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49 |
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|
48 |
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|
43 |
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|
41,613 |
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|
10,740 |
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Additional paid-in capital
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88,409 |
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73,583 |
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55,292 |
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Total stockholders equity
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$ |
95,358 |
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$ |
64,752 |
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$ |
88,484 |
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$ |
58,644 |
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$ |
32,397 |
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Item 7. |
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 amended Annual Report
on Form 10-K/A.
This report contains forward-looking statements within the
meaning of 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 Item 1A, Risk factors, and elsewhere in
this report, that could cause actual results to differ
materially from historical results 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 their 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. At the end
of 2006, we had over 15,500 customers, of which 97% or almost
15,000 pay annual maintenance and support fees. 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 and foreign
affairs.
We derive revenue from licensing software products and providing
a broad offering of services, including consulting, training,
installation, implementation, and donor prospect research and
modeling services, as well as ongoing customer support and
maintenance. Consulting, training and implementation are
generally
2
not essential to the functionality of our software products and
are sold separately. Accordingly, we recognize revenue from
these services separately from license fees.
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, allowance for sales returns and doubtful accounts,
impairment of long-lived and intangible assets, stock-based
compensation and provision for income taxes and realization 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, which 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.
We believe the critical accounting policies listed below affect
significant judgments and estimates used in the preparation of
our consolidated financial statements.
Revenue recognition
We recognize revenue in accordance with the provisions of the
American Institute of Certified Public Accountants Statement of
Position (SOP) 97-2, Software Revenue
Recognition, as modified by SOPs 98-4 and 98-9, as well as
Technical Practice Aids issued from time to time by the American
Institute of Certified Public Accountants, and in accordance
with the SEC Staff Accounting Bulletin No. 104,
Revenue Recognition in Financial Statements.
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.
We recognize revenue from the sale of software licenses when
persuasive evidence of an arrangement exists, the product has
been delivered, title and risk of loss have transferred to the
customer, the fee is fixed or determinable and collection of the
resulting receivable is probable. 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 with our
standard payment terms. We consider payment terms greater than
90 days to be beyond our customary payment terms. If we
determine that collection is not probable, we postpone
recognition of the revenue until cash collection. We sell
software licenses with maintenance and, frequently, 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 our company. 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
3
program. Fair value of professional services and other products
and services, which is evaluated at least annually, is based on
sales of these products and services to other customers when
sold on a stand-alone basis.
We recognize revenue from maintenance services ratably over the
contract term, which is usually one year. Maintenance revenue
also includes the right to unspecified product upgrades on an
if-and-when available basis. Subscription revenue includes fees
for hosted solutions, data enrichment services and hosted online
training programs. Subscription-based revenue and any related
set-up fees are
recognized ratably over the twelve-month service period of the
contracts. Hosting revenues are recognized ratably over the
thirty-six month period of the hosting contracts.
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.
When we sell hosting separately from consulting, installation
and implementation services, we recognize that revenue ratably
over the service period.
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. During the second quarter of
2005, we introduced the Blackbaud Training Pass, which permits
customers to attend unlimited training over a specified contract
period, typically one year, subject to certain restrictions.
This revenue is recognized ratably over the contract period that
is typically one year. We recognize revenue from donor prospect
research and data modeling service engagements upon delivery.
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 and existing
economic conditions. 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 are present, the undiscounted cash flow method is
used 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
4
undiscounted cash flows over the estimated remaining life of the
asset, the impairment is measured using discounted cash flows.
The discount rate utilized would be based on our best estimate
of the related risks and return at the time the impairment
assessment is made.
In accordance with Statement of Financial Accounting Standard
(SFAS) No. 142, Goodwill and Other
Intangible Assets, 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. All of the goodwill is
assigned to the various reporting units.
Stock-based compensation
Effective January 1, 2006, we adopted the provisions of the
Financial Accounting Standards Boards (FASB)
SFAS 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 is being 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.
Prior to January 1, 2006, we accounted for stock-based
compensation under APB No. 25, which provided that no
compensation expense should be recorded for stock options or
other stock-based awards to employees that are granted with an
exercise price that is equal to or greater than the estimated
fair value per share of our common stock on the grant date of
the award. Certain of our option grants were accounted for as
variable awards under the provisions of APB No. 25, which
required us to record deferred compensation, and recognize
compensation expense over the requisite vesting period, for the
difference between the exercise price and the fair market value
of the stock at each reporting date.
The adoption of SFAS No. 123(R) resulted in the
reclassification of approximately $6.5 million of
unamortized deferred compensation to additional paid-in capital
that had previously been subject to variable accounting under
APB No. 25, and a nominal cumulative effect adjustment to
apply an assumed forfeiture rate to expense previously taken on
options unvested as of the date of adoption, which was recorded
in general and administrative expense. The adoption of
SFAS 123(R) did not cause us to modify any existing awards,
change any terms of existing awards, or otherwise modify our
share-based compensation plans.
The adoption of SFAS No. 123(R) had a material impact
on our consolidated balance sheets, consolidated statements of
operations and consolidated statements of cash flows. See
Note 12 of our consolidated financial statements for
further information regarding our stock-based compensation
assumptions and expenses, including pro forma disclosures for
prior periods under the provisions of SFAS No. 123. No
new stock options were issued in the year ended
December 31, 2006. The fair value of options issued in
prior periods was determined using the Black-Scholes
option-pricing model.
The fair value of our restricted stock awards was determined by
using the closing price of the Companys shares, as traded
on the Nasdaq Global Select Market on the date of the grant.
The fair value of our stock appreciation rights
(SARs), which were granted for the first time in
2006, was determined using the Black-Scholes option-pricing
model. See Note 12 of our consolidated financial statements
for further information regarding SARs.
5
We have separately disclosed stock-based compensation throughout
this discussion and in our consolidated financial statements
because, in managing our operations, we believe such costs
significantly affect our ability to better understand and manage
other operating expenses and cash needs.
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 a recapitalization agreement (See
Note 1 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 as discussed in Note 1 of these
consolidated financial statements, we have not recorded a
valuation allowance as of December 31, 2006 and 2005,
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 34.9%. 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, except for 2006 due to stock option exercises and other
reductions to income, 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.
6
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.
The following table sets forth our statements of operations data
expressed as a percentage of total revenue for the periods
indicated.
Consolidated statements of operations, percent of
revenue
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
Year ended December 31, | |
|
|
| |
|
|
2006 | |
|
2005 | |
|
2004 | |
| |
Revenue
|
|
|
|
|
|
|
|
|
|
|
|
|
|
License fees
|
|
|
17.0 |
% |
|
|
18.1 |
% |
|
|
18.2 |
% |
|
Services
|
|
|
32.0 |
|
|
|
31.7 |
|
|
|
30.7 |
|
|
Maintenance
|
|
|
42.3 |
|
|
|
42.9 |
|
|
|
45.3 |
|
|
Subscriptions
|
|
|
5.5 |
|
|
|
4.2 |
|
|
|
2.7 |
|
|
Other revenue
|
|
|
3.2 |
|
|
|
3.1 |
|
|
|
3.1 |
|
|
|
|
|
|
Total revenue
|
|
|
100.0 |
% |
|
|
100.0 |
% |
|
|
100.0 |
% |
|
|
|
Cost of revenue
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of license fees
|
|
|
1.2 |
|
|
|
2.6 |
|
|
|
2.5 |
|
|
Cost of services
|
|
|
17.6 |
|
|
|
17.1 |
|
|
|
16.4 |
|
|
Cost of maintenance
|
|
|
6.9 |
|
|
|
6.6 |
|
|
|
7.5 |
|
|
Cost of subscriptions
|
|
|
1.2 |
|
|
|
0.9 |
|
|
|
0.3 |
|
|
Cost of other
|
|
|
3.0 |
|
|
|
3.0 |
|
|
|
2.9 |
|
|
|
|
|
|
Total cost of revenue
|
|
|
29.9 |
|
|
|
30.2 |
|
|
|
29.6 |
|
|
|
|
Gross profit
|
|
|
70.1 |
|
|
|
69.8 |
|
|
|
70.4 |
|
Operating expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales and marketing
|
|
|
21.6 |
|
|
|
20.2 |
|
|
|
19.2 |
|
|
Research and development
|
|
|
12.1 |
|
|
|
12.8 |
|
|
|
12.5 |
|
|
General and administrative
|
|
|
11.4 |
|
|
|
9.5 |
|
|
|
23.3 |
|
|
Amortization
|
|
|
0.4 |
|
|
|
0.0 |
|
|
|
0.0 |
|
|
Cost of initial public offering
|
|
|
0.0 |
|
|
|
0.0 |
|
|
|
1.8 |
|
|
|
|
|
|
Total operating expenses
|
|
|
45.5 |
|
|
|
42.5 |
|
|
|
56.8 |
|
|
|
|
Income from operations
|
|
|
24.6 |
|
|
|
27.3 |
|
|
|
13.6 |
|
|
Interest income
|
|
|
0.8 |
|
|
|
0.6 |
|
|
|
0.2 |
|
|
Interest expense
|
|
|
0.0 |
|
|
|
0.0 |
|
|
|
(0.2 |
) |
|
Other (expense) income, net
|
|
|
(0.1 |
) |
|
|
0.0 |
|
|
|
0.3 |
|
|
|
|
Income before provision for income taxes
|
|
|
25.3 |
|
|
|
27.9 |
|
|
|
13.9 |
|
|
Income tax provision
|
|
|
9.5 |
|
|
|
8.0 |
|
|
|
4.9 |
|
|
|
|
Net income
|
|
|
15.8 |
% |
|
|
19.9 |
% |
|
|
9.0 |
% |
|
7
Comparison of years ended December 31, 2006, 2005 and
2004
Revenue
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006 versus 2005 |
|
2005 versus 2004 |
|
|
|
|
|
|
|
|
|
|
|
(in millions) |
|
2006 | |
|
2005 | |
|
2004 | |
|
Change |
|
% Change |
|
Change |
|
% Change |
|
Revenue
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
License fees
|
|
$ |
32.5 |
|
|
$ |
30.0 |
|
|
$ |
25.4 |
|
|
$2.5 |
|
8% |
|
$4.6 |
|
18% |
|
Services
|
|
|
61.2 |
|
|
|
52.6 |
|
|
|
42.8 |
|
|
8.6 |
|
16% |
|
9.8 |
|
23% |
|
Maintenance
|
|
|
80.9 |
|
|
|
71.2 |
|
|
|
63.1 |
|
|
9.7 |
|
14% |
|
8.1 |
|
13% |
|
Subscriptions
|
|
|
10.6 |
|
|
|
6.9 |
|
|
|
3.7 |
|
|
3.7 |
|
54% |
|
3.2 |
|
86% |
|
Other revenue
|
|
|
6.2 |
|
|
|
5.2 |
|
|
|
4.3 |
|
|
1.0 |
|
19% |
|
0.9 |
|
21% |
|
|
|
Total revenue
|
|
$ |
191.4 |
|
|
$ |
165.9 |
|
|
$ |
139.3 |
|
|
$25.5 |
|
15% |
|
$26.6 |
|
19% |
|
The increase in revenue in both years is due to growth in
services and license fees to new customers as well as the
introduction of new product offerings. Also contributing to the
growth is revenue from new maintenance contracts associated with
license agreements and revenue from our subscription offerings,
which includes hosting revenues. The following sections discuss
the components of revenue.
License fees
Revenue from license fees is derived from the sale of our
software products, typically under a perpetual license
agreement. License fee revenue growth in 2006, which is
primarily volume driven, is attributable to a $2.7 million
increase in product sales to new customers, including those
obtained in the acquisition of Campagne Associates, Ltd., offset
by a $0.2 million decrease in sales to existing clients.
The decrease in sales to existing clients is the result of
discontinuing our reseller sales channel which principally
impacted sales of our financial products. License fee growth in
2005 is comprised of $2.5 million in sales to new clients
and $2.1 million in sales to existing clients. Included in
this growth is $1.0 million of incremental revenue
resulting from sales of our Patron Edge ticketing product that
more than doubled compared to the prior year.
Services
Revenue from services includes fees received from customers for
consulting, installation, implementation, training, donor
prospect research and data modeling services. The rates charged
for our service offerings have remained relatively constant over
2006, 2005 and 2004 and, as such, the revenue increases are
primarily due to volume of services provided. The following
table shows the contribution of the different services to the
total services revenue.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Percentage of | |
|
|
|
|
|
|
|
|
total services revenue | |
|
|
|
|
|
|
|
|
| |
(in millions) |
|
2006 | |
|
2005 | |
|
2004 | |
|
2006 | |
|
2005 | |
|
2004 | |
| |
Consulting, installation and implementation services
|
|
$ |
36.5 |
|
|
$ |
30.9 |
|
|
$ |
23.2 |
|
|
|
60% |
|
|
|
59% |
|
|
|
54% |
|
Donor prospect research and data modeling services
|
|
|
7.5 |
|
|
|
5.7 |
|
|
|
5.1 |
|
|
|
12% |
|
|
|
11% |
|
|
|
12% |
|
Education services
|
|
|
17.2 |
|
|
|
16.0 |
|
|
|
14.5 |
|
|
|
28% |
|
|
|
30% |
|
|
|
34% |
|
|
|
|
Total services revenue
|
|
$ |
61.2 |
|
|
$ |
52.6 |
|
|
$ |
42.8 |
|
|
|
100% |
|
|
|
100% |
|
|
|
100% |
|
|
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. Donor prospect research and data
modeling services involve the performance of assessments of
customer donor (current and prospective) information, the end
product of which enables the customer to more effectively target
its fundraising activities. These assessments are performed
using our proprietary analytical tools. Education services
involve customer training activities.
8
Revenue from services increased 16% in 2006 compared to 2005.
This increase is comprised of a $5.6 million increase in
consulting, installation and implementation services delivered,
a $1.8 million increase in donor prospect research and data
modeling services delivered and a $1.2 million increase in
education services delivered. Revenue from services increased
23% in 2005 compared to 2004. This increase is comprised of a
$7.7 million increase in consulting, installation and
implementation services delivered, a $0.6 million increase
in donor prospect research and data modeling services delivered
and a $1.5 million increase in education services delivered.
Maintenance
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 during 2006 is comprised
primarily of $8.2 million of new maintenance contracts
associated with new license agreements, including new products,
$2.8 million from maintenance contract inflationary rate
adjustments, and $1.5 million from maintenance agreements
associated with customers acquired as part of the purchase of
Campagne Associates, Ltd., offset by $2.8 million in
reductions and maintenance contracts that were not renewed. The
maintenance revenue increase during 2005 is principally the
result of $10.1 million of new maintenance contracts
associated with new license agreements, and $1.9 million
from inflationary rate adjustments, offset by $4.0 million
in reductions and non-renewals of maintenance contracts.
Subscriptions
Revenue from subscriptions is principally comprised of revenue
from hosting our software applications for customers, certain
data services, our online subscription training offerings and
our hosted Internet fundraising application. The increase in
subscriptions revenue in 2006 over 2005 is comprised primarily
of a $1.1 million increase in revenue from our hosted
Internet fundraising application, a $1.0 million increase
in revenue from our online analytics products and a
$0.9 million increase in revenue from our software hosting
activities. Other subscription revenue contributed
$0.5 million of the increase, of which $0.2 million
related to Campagne products. The increase in 2005 was primarily
due to a $1.7 million increase in revenue from our online
analytics products, a $1.2 million increase from our hosted
Internet fundraising application, a $0.4 million increase
in revenue from our online education services products and a
$0.2 million increase in revenue from our software hosting
activities.
Other revenue
Other revenue includes the sale of business forms that are used
in conjunction with our software products; reimbursement of
travel-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 2006 primarily due to a
$0.4 million increase in reimbursable travel-related costs
from our services businesses and a $0.2 million increase
from the sale of business forms. Other revenue increased in 2005
due to greater reimbursable travel-related costs from our
services businesses.
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. Prior to the
adoption of SFAS No. 123(R), we accounted for options
under APB No. 25. Because of certain provisions in certain
of the option agreements, we were required to account for these
options under variable accounting. Variable accounting requires
marking these options to the market price on the reporting date
and recognizing a corresponding expense or benefit in the
financial statements, which can cause significant fluctuations
in compensation expense and resulted in a significant decrease
in stock-based compensation in 2005 compared to 2004.
9
Our consolidated statements of operations for the years ended
December 31, 2006, 2005 and 2004 includes
$7.4 million, $0.3 million and $18.4 million of
stock-based compensation expense, respectively, illustrated
below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years ended December 31, | |
|
|
| |
(in thousands) |
|
2006 | |
|
2005 | |
|
2004 | |
| |
Cost of services |
|
$ |
531 |
|
|
$ |
269 |
|
|
$ |
(540 |
) |
Cost of maintenance |
|
|
117 |
|
|
|
33 |
|
|
|
(91 |
) |
Cost of subscriptions |
|
|
19 |
|
|
|
|
|
|
|
|
|
Sales and marketing |
|
|
813 |
|
|
|
217 |
|
|
|
(112 |
) |
Research and development |
|
|
746 |
|
|
|
139 |
|
|
|
(457 |
) |
General and administrative |
|
|
5,174 |
|
|
|
(343 |
) |
|
|
19,579 |
|
|
|
|
Total |
|
$ |
7,400 |
|
|
$ |
315 |
|
|
$ |
18,379 |
|
|
We have separately disclosed stock-based compensation throughout
this discussion and in our consolidated financial statements and
we have shown a reconciliation of stock-based compensation as it
relates to all affected categories of expenses above. We have
discussed our segment costs on a basis excluding stock-based
compensation, because we believe this presentation allows
investors better understandability and comparability of our
operating expenses.
Cost of revenue
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006 versus 2005 |
|
2005 versus 2004 |
|
|
|
|
|
|
|
|
|
|
|
(in millions) |
|
2006 | |
|
2005 | |
|
2004 | |
|
Change |
|
% Change |
|
Change |
|
% Change |
|
Cost of license fees
|
|
$ |
2.3 |
|
|
$ |
4.4 |
|
|
$ |
3.5 |
|
|
$(2.1) |
|
(48)% |
|
$0.9 |
|
26% |
Cost of services
|
|
|
33.7 |
|
|
|
28.4 |
|
|
|
22.8 |
|
|
5.3 |
|
19 % |
|
5.6 |
|
25% |
Cost of maintenance
|
|
|
13.2 |
|
|
|
10.9 |
|
|
|
10.5 |
|
|
2.3 |
|
21 % |
|
0.4 |
|
4% |
Cost of subscriptions
|
|
|
2.4 |
|
|
|
1.5 |
|
|
|
0.4 |
|
|
0.9 |
|
60 % |
|
1.1 |
|
275% |
Cost of other revenue
|
|
|
5.7 |
|
|
|
4.9 |
|
|
|
4.0 |
|
|
0.8 |
|
16 % |
|
0.9 |
|
23% |
|
|
|
Total cost of revenue
|
|
$ |
57.3 |
|
|
$ |
50.1 |
|
|
$ |
41.2 |
|
|
$ 7.2 |
|
14 % |
|
$8.9 |
|
22% |
|
The increase in cost of revenue in 2006 is due primarily to
increased headcount as we continue to grow our business to meet
customer demand. The following sections discuss the components
of cost of revenue.
Cost of license fees
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 2006 was primarily due to reduced reseller commissions that
have declined by $1.6 million as a result of the
discontinued use of that sales channel. Incremental royalty
payments for The Patron Edge software of $1.1 million were
the largest factor in the increase in cost of license fees in
2005 over 2004.
Cost of services
Cost of services is principally comprised of salary and
benefits, including stock-based compensation charges,
third-party contractor expenses, data expenses and classroom
rentals. Additionally, cost of services includes an allocation
of facilities and depreciation expense and other costs incurred
in providing consulting, installation, implementation, donor
prospect research and data modeling services and customer
training. During 2006, salaries, benefits and bonus expense
increased $3.2 million as we increased headcount to meet
growing customer demand. Other increases include increased
travel-related expense and
10
services from contractors totaling $0.9 million, increases
in recruiting and relocation costs totaling $0.2 million
and higher training class costs of $0.2 million.
Additionally, stock-based compensation increased
$0.3 million. During 2005, salaries, benefits and bonus
expense increased $3.7 million related to increased
headcount. Additionally, stock-based compensation increased
$0.8 million and costs of providing services, such as data
expenses and classroom rental costs, rose $0.5 million.
To provide more insight into our services business, we discuss
costs of services at the business component level. For
additional presentation of these and other segments, see
Note 15 to the consolidated financial statements.
Cost of consulting and education services
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006 versus 2005 |
|
2005 versus 2004 |
|
|
|
|
|
|
|
|
|
|
|
(in millions) |
|
2006 | |
|
2005 | |
|
2004 | |
|
Change |
|
% Change |
|
Change |
|
% Change |
|
Cost of consulting and education services
|
|
$ |
29.7 |
|
|
$ |
24.4 |
|
|
$ |
19.5 |
|
|
$5.3 |
|
22% |
|
$4.9 |
|
25% |
Percentage of related revenue
|
|
|
55% |
|
|
|
52% |
|
|
|
52% |
|
|
|
|
|
|
|
|
|
Stock-based compensation included in cost of consulting and
education services
|
|
|
0.5 |
|
|
|
0.2 |
|
|
|
(0.4 |
) |
|
$0.3 |
|
150% |
|
$0.6 |
|
150% |
|
|
|
Cost of consulting and education services, excluding stock-based
compensation
|
|
$ |
29.2 |
|
|
$ |
24.2 |
|
|
$ |
19.9 |
|
|
$5.0 |
|
21% |
|
$4.3 |
|
22% |
Percentage of related revenue
|
|
|
54% |
|
|
|
52% |
|
|
|
53% |
|
|
|
|
|
|
|
|
|
|
Cost of revenue in providing consulting, installation,
implementation and customer training (consulting and education
services) increased $4.9 million during 2006, excluding
stock-based compensation. This increase was primarily due to an
increase in salary, benefit and bonus expense of
$3.4 million as we added headcount to meet increased
customer demand for these services. Other increases include
increased travel-related expense and services from contractors
totaling $0.8 million, recruiting and relocation costs
totaling $0.2 million and higher training class costs of
$0.2 million. The increases in salary, benefits and bonus
and outside consultant costs contributed to the margin
compression experienced in 2006 compared to 2005. During 2005,
despite headcount additions, margins improved as we recognized
operational efficiencies and education services experienced a
shift in our training mix to higher margin regional training
classes.
Cost of analytic services
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006 versus 2005 |
|
2005 versus 2004 |
|
|
|
|
|
|
|
|
|
|
|
(in millions) |
|
2006 | |
|
2005 | |
|
2004 | |
|
Change |
|
% Change |
|
Change |
|
% Change |
|
Cost of analytic services
|
|
$ |
4.0 |
|
|
$ |
4.0 |
|
|
$ |
3.3 |
|
|
$ |
|
0% |
|
$0.7 |
|
21% |
Percentage of related revenue
|
|
|
53% |
|
|
|
70% |
|
|
|
65% |
|
|
|
|
|
|
|
|
|
Stock-based compensation included in cost of analytic services
|
|
|
|
|
|
|
|
|
|
|
(0.2 |
) |
|
$ |
|
|
|
$0.2 |
|
100% |
|
|
|
Cost of analytic services, excluding stock-based compensation
|
|
$ |
4.0 |
|
|
$ |
4.0 |
|
|
$ |
3.5 |
|
|
$ |
|
0% |
|
$0.5 |
|
14% |
Percentage of related revenue
|
|
|
53% |
|
|
|
70% |
|
|
|
69% |
|
|
|
|
|
|
|
|
|
|
During 2006, the cost of revenue in providing donor prospect
research and data modeling services (analytic services) remained
relatively flat improving margins as we recognized efficiencies
and were able to deliver more services with a nominal increase
in headcount. During 2005 and 2004, the variable costs of data
used
11
to perform analytics, as well as a higher mix of more expensive
data relating to our WealthPoint offerings, caused margin
compression in both years. Also driving up costs during these
periods was increased headcount needed to meet the demand for
analytic services.
Cost of maintenance
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006 versus 2005 |
|
2005 versus 2004 |
|
|
|
|
|
|
|
|
|
|
|
(in millions) |
|
2006 | |
|
2005 | |
|
2004 | |
|
Change |
|
% Change |
|
Change |
|
% Change |
|
Cost of maintenance
|
|
$ |
13.2 |
|
|
$ |
10.9 |
|
|
$ |
10.5 |
|
|
$2.3 |
|
21% |
|
$0.4 |
|
4% |
Percentage of related revenue
|
|
|
16% |
|
|
|
15% |
|
|
|
17% |
|
|
|
|
|
|
|
|
|
Stock-based compensation included in cost of maintenance
|
|
|
0.1 |
|
|
|
|
|
|
|
(0.1 |
) |
|
$0.1 |
|
|
|
$0.1 |
|
100% |
|
|
|
Cost of maintenance excluding stock-based compensation expense
|
|
$ |
13.1 |
|
|
$ |
10.9 |
|
|
$ |
10.6 |
|
|
$2.2 |
|
20% |
|
$0.3 |
|
3% |
Percentage of related revenue
|
|
|
16% |
|
|
|
15% |
|
|
|
17% |
|
|
|
|
|
|
|
|
|
|
Cost of maintenance is primarily comprised of human resource
costs, including stock-based compensation, third-party
contractor expenses, third-party royalty costs and data
expenses, an allocation of our facilities and depreciation
expenses, and other costs incurred in providing support and
services to our customers. As compared with 2005, the cost of
maintenance increase in 2006 is principally the result of a
$1.5 million increase in salary, benefit and bonus expense
due to increased headcount required to support the higher
volumes of these services, and a $0.7 million increase in
royalty payments related to our Patron Edge product based on
maintenance revenue. During 2005, the cost of maintenance
increase was primarily comprised of a $0.7 million increase
in salary, benefit and bonus expense due to increased headcount
required to support the higher volumes of these services offset
by a $0.3 million decrease in third-party royalty costs,
data expenses and other expenses.
Cost of subscriptions
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006 versus 2005 |
|
2005 versus 2004 |
|
|
|
|
|
|
|
|
|
|
|
(in millions) |
|
2006 | |
|
2005 | |
|
2004 | |
|
Change |
|
% Change |
|
Change |
|
% Change |
|
Cost of subscriptions
|
|
$ |
2.4 |
|
|
$ |
1.5 |
|
|
$ |
0.4 |
|
|
$0.9 |
|
60% |
|
$1.1 |
|
275% |
Percentage of related revenue
|
|
|
22% |
|
|
|
22% |
|
|
|
11% |
|
|
|
|
|
|
|
|
|
|
Cost of subscriptions is primarily comprised of human resource
costs, including an insignificant amount of stock-based
compensation, third-party royalty and data expenses, hosting
expenses, an allocation of our facilities and depreciation
expenses, and other costs incurred in providing support and
services to our customers. During 2006, the cost of
subscriptions increased primarily due to an increase in salary,
benefit and bonus expense, which increased $0.7 million as
we increased headcount to support growing customer demand.
During 2005, the cost of subscriptions increased primarily due
to increases in data expense and hosting costs totaling
$0.8 million reflecting the investments made as we
introduced new subscription products in 2005.
Cost of other revenue
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006 versus 2005 |
|
2005 versus 2004 |
|
|
|
|
|
|
|
|
|
|
|
(in millions) |
|
2006 | |
|
2005 | |
|
2004 | |
|
Change |
|
% Change |
|
Change |
|
% Change |
|
Cost of other revenue
|
|
$ |
5.7 |
|
|
$ |
4.9 |
|
|
$ |
4.0 |
|
|
$0.8 |
|
16% |
|
$0.9 |
|
23% |
Percentage of related revenue
|
|
|
90% |
|
|
|
94% |
|
|
|
93% |
|
|
|
|
|
|
|
|
|
|
12
Cost of other revenue includes salaries and benefits, costs of
business forms, reimbursable expense relating to the performance
of services at customer locations and an allocation of
facilities and depreciation expenses. The absolute dollar
increase in 2006 is due to the increase in reimbursable expenses
related to providing services at clients sites. The margin
increase is due primarily to decreases in conference costs and
salaries, benefits and bonus expense totaling $0.3 million.
The absolute dollar increase as well as the margin decrease in
2005 was due to the increase in reimbursable expenses relating
to providing services at clients sites.
Operating expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006 versus 2005 |
|
2005 versus 2004 |
|
|
|
|
|
|
|
|
|
|
|
(in millions) |
|
2006 | |
|
2005 | |
|
2004 | |
|
Change |
|
% Change |
|
Change |
|
% Change |
|
Sales and marketing
|
|
$ |
41.4 |
|
|
$ |
33.5 |
|
|
$ |
26.7 |
|
|
$7.9 |
|
24% |
|
$6.8 |
|
25% |
Research and development
|
|
|
23.1 |
|
|
|
21.1 |
|
|
|
17.4 |
|
|
2.0 |
|
9% |
|
3.7 |
|
21% |
General and administrative
|
|
|
21.8 |
|
|
|
15.8 |
|
|
|
32.5 |
|
|
6.0 |
|
38% |
|
(16.7) |
|
(51)% |
Amortization
|
|
|
0.7 |
|
|
|
|
|
|
|
|
|
|
0.7 |
|
|
|
|
|
|
Cost of initial public offering
|
|
|
|
|
|
|
|
|
|
|
2.5 |
|
|
|
|
|
|
(2.5) |
|
(100)% |
|
|
|
Total operating expenses
|
|
$ |
87.0 |
|
|
$ |
70.4 |
|
|
$ |
79.1 |
|
|
$16.6 |
|
24% |
|
$(8.7) |
|
(11)% |
|
Sales and marketing
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006 versus 2005 |
|
2005 versus 2004 |
|
|
|
|
|
|
|
|
|
|
|
(in millions) |
|
2006 | |
|
2005 | |
|
2004 | |
|
Change |
|
% Change |
|
Change |
|
% Change |
|
Sales and marketing
|
|
$ |
41.4 |
|
|
$ |
33.5 |
|
|
$ |
26.7 |
|
|
$7.9 |
|
24% |
|
$6.8 |
|
25% |
Percentage of total revenue
|
|
|
22% |
|
|
|
20% |
|
|
|
19% |
|
|
|
|
|
|
|
|
|
Stock-based compensation included in sales and marketing
|
|
|
0.8 |
|
|
|
0.2 |
|
|
|
(0.1 |
) |
|
$0.6 |
|
300% |
|
$0.3 |
|
(300)% |
|
|
|
Sales and marketing excluding stock-based compensation expense
|
|
$ |
40.6 |
|
|
$ |
33.3 |
|
|
$ |
26.8 |
|
|
$7.3 |
|
22% |
|
$6.5 |
|
24% |
Percentage of total revenue
|
|
|
21% |
|
|
|
20% |
|
|
|
19% |
|
|
|
|
|
|
|
|
|
|
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 facilities and depreciation expenses. Both
years increased costs are due to higher commissions paid
related to higher commissionable sales in each year as well as
increases in the size and skill set of our sales force. During
2006 and 2005, salaries, benefits and bonus expenses increased
$3.4 million and $2.9 million, respectively, related
to increased headcount. Commissions increased $1.9 and
$2.3 million during 2006 and 2005, respectively. During
2006, travel-related expenses increased $0.8 million, marketing
costs increased $0.6 million and recruiting and relocation
costs increased $0.1 million. During 2005, travel-related
expenses increased $0.4 million and marketing costs
increased $0.4 million.
13
Research and development
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006 versus 2005 |
|
2005 versus 2004 |
|
|
|
|
|
|
|
|
|
|
|
(in millions) |
|
2006 | |
|
2005 | |
|
2004 | |
|
Change |
|
% Change |
|
Change |
|
% Change |
|
Research and development
|
|
$ |
23.1 |
|
|
$ |
21.1 |
|
|
$ |
17.4 |
|
|
$2.0 |
|
9% |
|
$3.7 |
|
21% |
Percentage of total revenue
|
|
|
12% |
|
|
|
13% |
|
|
|
12% |
|
|
|
|
|
|
|
|
|
Stock-based compensation included in research and development
|
|
|
0.7 |
|
|
|
0.1 |
|
|
|
(0.5 |
) |
|
$0.6 |
|
600% |
|
$0.6 |
|
(120)% |
|
|
|
Research and development excluding stock-based compensation
expense
|
|
$ |
22.4 |
|
|
$ |
21.0 |
|
|
$ |
17.9 |
|
|
$1.4 |
|
7% |
|
$3.1 |
|
17% |
Percentage of total revenue
|
|
|
12% |
|
|
|
13% |
|
|
|
13% |
|
|
|
|
|
|
|
|
|
|
Research and development expenses include salaries and related
human resource costs, third-party contractor expenses, software
development tools, an allocation of facilities and depreciation
expenses and other expenses in developing new products and
upgrading and enhancing existing products. During 2006, the
increase in research and development costs is primarily due to a
$1.7 million increase in salaries, benefits and bonus
expenses associated with increased headcount as development
projects with offshore contractors ended and additional staffing
was needed to develop new product offerings internally.
Additionally stock-based compensation increased
$0.6 million. These increases were offset by a
$0.3 million decrease in outside contractor expenses as a
result of the development projects with offshore contractors
ending. In 2005, we incurred increased salaries, benefits and
bonus expenses of $2.0 million related to headcount
increases as well as a $0.6 million increase in stock-based
compensation. Also, outside contractor costs grew
$0.8 million with increased outsourced development costs.
Those expense increases were associated with enhancements to our
existing products.
General and administrative
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006 versus 2005 |
|
2005 versus 2004 |
|
|
|
|
|
|
|
|
|
|
|
(in millions) |
|
2006 | |
|
2005 | |
|
2004 | |
|
Change |
|
% Change |
|
Change |
|
% Change |
|
General and administrative
|
|
$ |
21.8 |
|
|
$ |
15.8 |
|
|
$ |
32.5 |
|
|
$6.0 |
|
38% |
|
$(16.7) |
|
(51)% |
Percentage of total revenue
|
|
|
11% |
|
|
|
10% |
|
|
|
23% |
|
|
|
|
|
|
|
|
|
Stock-based compensation included in general and administrative
|
|
|
5.2 |
|
|
|
(0.3 |
) |
|
|
19.6 |
|
|
$5.5 |
|
(1833)% |
|
$(19.9) |
|
(102)% |
|
|
|
General and administrative excluding stock-based compensation
expense
|
|
$ |
16.6 |
|
|
$ |
16.1 |
|
|
$ |
12.9 |
|
|
$0.5 |
|
3% |
|
$3.2 |
|
25% |
Percentage of total revenue
|
|
|
9% |
|
|
|
10% |
|
|
|
9% |
|
|
|
|
|
|
|
|
|
|
General and administrative expenses consist primarily of
salaries and related human resource expenses for general
corporate functions, including finance, accounting, legal, human
resources, facilities and corporate development, third-party
professional fees, insurance, and other administrative expenses.
During 2006, general and administrative expenses increased
$0.5 million excluding the impact of stock-based
compensation. This increase was primarily driven by a
$0.9 million increase in salaries, benefits and bonus
expenses associated with additional headcount offset by a
$0.4 million decrease in expenses associated with
Sarbanes-Oxley Act of 2002 compliance and costs to recruit a
successor Chief Executive Officer. General and administrative
expenses were $3.2 million higher in 2005 compared to 2004
excluding the impact of stock-based compensation as we incurred
an additional $1.3 million in expenses related to
Sarbanes-Oxley Act of 2002 compliance, $0.2 million of
insurance, and $0.4 million in attorney and audit fees
associated with operating as a public company. Also we had a
$1.6 million increase in employee-related and general
operational expenses to support our growth, partially offset by
reduced bad debt expense of $0.5 million.
14
Costs of initial public offering
The costs of our initial public offering, which were
$2.5 million during 2004, include professional fees such as
attorney and accountant fees, printing costs and filing fees.
Interest expense
Interest expense was less than $0.1 million in 2006 and
2005 compared to $0.3 million in 2004. The decrease in
interest expense is directly related to repayment of our term
loan early in 2004 and no subsequent borrowing.
We expect interest expenses to increase in 2007 due to the
utilization of the credit facility in January 2007 in the amount
of $30.0 million. See the discussion in Liquidity and
capital resources below for additional information
regarding the credit facility.
Other (expense) income
Other (expense) income consists of foreign exchange gains or
losses and miscellaneous non-operating income and expense items.
Other (expense) income, from foreign exchange (losses) or gains
in each year, was $(0.2) million in 2006, a nominal amount
in 2005 and $0.4 million in 2004.
Income tax provision
We record income tax expense in our consolidated financial
statements based on an estimated annual effective income tax
rate. We had an effective tax rate of 37.7%, 28.5% and 35.3% in
2006, 2005 and 2004, respectively. In 2005, the lower effective
tax rate was attributable to recognizing the benefit of certain
state income tax credits.
Significant judgment is required in determining the provision
for income taxes. During the ordinary course of business, there
are many transactions and calculations for which the ultimate
tax determination is uncertain. We account for income taxes
using the asset and liability approach as prescribed by
SFAS 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 the differences are expected to reverse,
deferred tax assets and liabilities are determined based on the
differences between the financial reporting and the tax basis of
an asset or liability. A valuation allowance is recorded when it
is more likely than not that the deferred tax asset will not be
realized. If a change in the effective tax rate to be applied to
the timing differences or a change in a valuation reserve is
determined to be appropriate, it will affect the provision for
income taxes during the period that the determination is made.
In 2006, we increased our deferred tax asset valuation allowance
by $0.1 million for state credits that are expected to
expire unused.
In 2005, we recognized an income tax benefit of
$3.2 million related to changes in state income tax
credits. Our deferred tax asset at December 31, 2004
included state income tax credits, net of federal taxes at
34.8%, of approximately $4.0 million that expire between
2009 and 2019. We established a full valuation allowance against
these credits when the asset was recorded because, based on
information available at that time, it was not deemed probable
that these credits would be realized. During 2005, as a result
of profitable results in 2004 and 2003, expectations of future
profitability and utilization of all related state net operating
losses, we released $2.3 million of the valuation allowance
related to these state income tax credits which resulted in a
credit to income tax expense for 2005. Additionally, certain
other state tax credits whose use was previously restricted to
reducing state franchise taxes became available to offset state
income tax as a result of a clarification in enacted tax law
during 2005. Accordingly, a deferred tax asset was established
during 2005 in the amount of $2.2 million, net of federal
taxes at 34.8%, related to the associated future reduction of
state income taxes which resulted in an additional credit to
income tax expense for 2005. A valuation allowance was
established for $1.3 million of the $2.2 million
representing
15
the portion of the credits not deemed more likely than not to be
utilized which resulted in a debit to income tax expense for
2005. The net effect of these items related to state income tax
credits was a decrease in our 2005 income tax expense of
$3.2 million. We continue to evaluate the realizability of
the remaining state tax credits and any further adjustment to
the valuation allowance will be made in the period we determine
it is more likely than not any of the remaining credits will be
utilized.
Liquidity and capital resources
At December 31, 2006, cash and cash equivalents totaled
$67.8 million, compared to $22.7 million at
December 31, 2005. The $45.1 million increase in cash
and cash equivalents during 2006 is the result of
$63.0 million of cash generated from operations,
$7.9 million from proceeds of stock option exercises and a
$6.0 million tax benefit on the exercise of stock options
offset by $12.3 million in dividend payments to our
stockholders, $8.7 million of purchases of our common
stock, $6.1 million for acquisitions of companies and
$4.7 million of purchases of property and equipment.
On September 30, 2004, we entered into a $30.0 million
revolving credit facility, which replaced our prior
$15.0 million revolving credit facility that was terminated
in July 2004. Amounts borrowed under the credit facility are
available for working capital and general corporate purposes. No
amounts were drawn under the credit facility at closing and
there was no outstanding balance as of December 31, 2006.
Amounts borrowed under the credit facility bear interest, at our
option, at a variable rate based on the prime rate, federal
funds rate or LIBOR plus a margin of between 0.5% and 2.0% based
on our consolidated leverage ratio. Amounts outstanding under
the credit facility are guaranteed by our operating subsidiaries
and it is subject to restrictions on certain types of
transactions and certain covenants including a maximum leverage
ratio, minimum interest coverage ratio and minimum net worth.
Additionally, the credit facility restricts our ability to
declare and pay dividends and repurchase our common stock. When
there are no outstanding amounts under the credit facility, we
may pay dividends to stockholders and/or repurchase our common
stock in an aggregate amount of up to 100% of cash on hand as of
the most recent fiscal quarter end. When there are outstanding
amounts under the credit facility, we may pay dividends and/or
repurchase our common stock in an aggregate amount of up to
(1) 35% of cash on hand as of the most recent fiscal
quarter end, if the ratio of total indebtedness to EBITDA (as
defined in the credit facility) as of the most recent quarter
end is less than 1.00 to 1.00, or (2) 25% of cash on hand
as of the most recent fiscal quarter end, if such ratio is equal
to or greater than 1.00 to 1.00. Additionally, in order to pay
dividends and/or repurchase our common stock, we must be in
compliance with the credit facility, including each of the
financial covenants and we must have cash on hand of at least
$3,000,000, each after giving effect to the payment of dividends
and/or the repurchase of our common stock. The credit facility
has a three-year term expiring September 30, 2007.
In January 2007, we borrowed $30.0 million under the credit
facility in connection with the acquisition of the Target
Companies. See Note 17 of these consolidated financial
statements for additional information related to the Target
Companies. In February 2007, we repaid $10.0 million of the
outstanding balance. When the facility expires on
September 30, 2007, amounts outstanding under the credit
facility, if any, will be included in the negotiations of any
new credit facility.
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.
16
Selected cash flow information
The following table is derived from our consolidated statements
of cash flows for the years ended December 31, 2006, 2005
and 2004.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years ended December 31, | |
|
|
| |
(in millions) |
|
2006 | |
|
2005 | |
|
2004 | |
| |
Operating activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$ |
30.2 |
|
|
$ |
33.1 |
|
|
$ |
12.6 |
|
|
Adjustments to net
income(1)
|
|
|
32.8 |
|
|
|
18.7 |
|
|
|
30.9 |
|
|
|
|
Net cash provided by operating activities
|
|
|
63.0 |
|
|
|
51.8 |
|
|
|
43.5 |
|
Investing activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchases of property and equipment
|
|
|
(4.7 |
) |
|
|
(4.2 |
) |
|
|
(3.0 |
) |
|
Purchase of net assets of acquired companies
|
|
|
(6.1 |
) |
|
|
(1.0 |
) |
|
|
(0.2 |
) |
|
|
|
Net cash used in investing activities
|
|
|
(10.8 |
) |
|
|
(5.2 |
) |
|
|
(3.2 |
) |
Financing activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Payments on capital lease obligations
|
|
|
|
|
|
|
|
|
|
|
(5.1 |
) |
|
Proceeds from exercise of stock options
|
|
|
7.9 |
|
|
|
3.6 |
|
|
|
0.7 |
|
|
Excess tax benefit on exercise of stock
options(1)
|
|
|
6.0 |
|
|
|
|
|
|
|
|
|
|
Purchase of treasury stock
|
|
|
(8.7 |
) |
|
|
(60.9 |
) |
|
|
|
|
|
Dividend payments to stockholders
|
|
|
(12.3 |
) |
|
|
(8.5 |
) |
|
|
|
|
|
Payment of deferred financing fees
|
|
|
|
|
|
|
|
|
|
|
(0.2 |
) |
|
|
|
Net cash used in financing activities
|
|
|
(7.1 |
) |
|
|
(65.8 |
) |
|
|
(4.6 |
) |
Effect of exchange rate on cash and cash equivalents
|
|
|
|
|
|
|
(0.3 |
) |
|
|
(0.3 |
) |
Net increase (decrease) in cash and cash equivalents
|
|
|
45.1 |
|
|
|
(19.5 |
) |
|
|
35.4 |
|
|
|
|
Cash and cash equivalents, end of year
|
|
$ |
67.8 |
|
|
$ |
22.7 |
|
|
$ |
42.1 |
|
|
|
|
|
|
|
|
|
(1) |
In 2005 and 2004, prior to the adoption of SFAS 123(R) on
January 1, 2006, excess tax benefits on exercise of stock
options were included as adjustments to net income to reconcile
net income to cash provided by operating activities. |
Operating cash flow
Our cash flows from operations were derived primarily from
(i) our earnings from on-going operations prior to non-cash
expenses such as stock-based compensation, depreciation and
amortization, and adjustments to our provision for sales returns
and allowances, (ii) the tax benefit associated with our
deferred tax asset, which reduces our cash outlay for income
taxes, (iii) changes in our working capital, which are
primarily composed of net collections of accounts receivable and
increases in deferred revenue (collectively representing cash
inflows of $6.5 million, $1.9 million and
$3.3 million in 2006, 2005 and 2004, respectively), and
(iv) changes in our balances of accounts payable, accrued
expenses, accrued liabilities and other current assets
(collectively representing cash inflows of $1.5 million,
cash outflows of $4.8 million and cash inflows of
$6.3 million in 2006, 2005 and 2004, respectively) due to
timing of payments.
Investing cash flow
Our cash flows used in investing activities are comprised of
capital spending and purchases of companies in business
combinations. In 2006, we purchased the net assets of Campagne
Associates, Ltd., the New Hampshire-based provider of
GiftMaker
Protm
software. In 2005, we purchased the net assets of (i) a
company with customers in the patron management market in the
U.K. and (ii) a document management and image retrieval
company, also in the U.K.; in the aggregate these 2005
transactions utilized
17
$1.0 million. Additionally, in 2004 there were contingent
payments related to the 2002 acquisition of AppealMaster in the
U.K. of $0.2 million.
Financing cash flow
Our financing cash flows are comprised of outflows related to
dividend payments and purchase of treasury stock pursuant to our
stock repurchase program implemented in 2005. Financing inflows
relate to proceeds from the exercise of stock options and the
excess tax benefit on option exercises, which, as a result of
adopting SFAS 123(R) on January 1, 2006, is required
to be classified as a financing cash flow. Prior to 2006, this
cash flow is shown as a component of operating cash flows. In
2004, our financing cash flow included the final
$5.0 million of debt principal payments and
$0.1 million of capital lease principal payments.
On February 2, 2007 our Board of Directors approved an
increase in our annual dividend from $0.28 to $0.34 per
share and declared a first quarter dividend of $0.085 per
share payable on March 15, 2007 to stockholders of record
on February 28, 2007.
Commitments and contingencies
As of December 31, 2006 and 2005, we had no outstanding
debt. In January 2007, we utilized the credit facility in the
amount of $30.0 million, which will be repaid as cash
requirements allow.
At December 31, 2006 we had future minimum lease
commitments of $20.3 million as follows (amounts in
thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Payments due by period | |
|
|
| |
|
|
2007 | |
|
2008 | |
|
2009 | |
|
2010 and after |
|
Totals | |
|
|
| |
Operating leases
|
|
$ |
5,348 |
|
|
$ |
5,466 |
|
|
$ |
5,710 |
|
|
$3,767 |
|
$ |
20,291 |
|
These commitments have not been reduced by the future minimum
lease commitments under various sublease agreements that extend
through 2008.
In addition, we have a commitment of $0.2 million payable
annually through 2009 for certain naming rights on a stadium in
Charleston, South Carolina. We incurred expense of
$0.2 million under this agreement in 2006.
In connection with the January 2006 purchase of Campagne
Associates, Ltd. discussed in Note 3 of the consolidated
financial statements, we have committed to payments of up to
$2.5 million of contingent consideration as part of the
acquisition. Of the $2.5 million of contingent
consideration, a total of $0.5 million was included in the
$6.1 million purchase price and was recorded as restricted
cash. This amount, which was deposited in an interest-bearing
account, was shown as restricted cash on the consolidated
balance sheet at December 31, 2006, and was paid in
February 2007. A portion of the $2.0 million of contingent
consideration will be paid in 2007 for performance during the
first year following the acquisition. The remaining contingent
consideration may be payable in 2008 based on performance during
the second year following the acquisition.
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 is approximately
$0.2 million through 2008. We incurred expense under these
arrangements of $0.7 million, $0.7 million and
$0.6 million in the three years ended December 31,
2006, 2005 and 2004, respectively.
In connection with the acquisition of the Target Companies on
January 16, 2007, discussed in Note 17 of the
consolidated financial statements, we have committed to payments
of up to $2.4 million of contingent consideration that are
based on the performance of the Target Companies during the 2007
fiscal year. The payments, if any, will be made in March 2008.
18
Our Board of Directors approved an increase in our annual
dividend from $0.28 to $0.34 per share in 2007 and declared
a first quarter dividend of $0.085 per share payable on
March 15, 2007 to stockholders of record on
February 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. See
the above discussion of the credit facility regarding these
restrictions.
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. As of December 31, 2006, the
total value of shares that can be purchased under this program
in future periods is $20.2 million.
Off-balance sheet arrangements
As of December 31, 2006, we have no off-balance sheet
arrangements.
Foreign currency exchange rates
Approximately 13.6% of our total net revenue for the year ended
2006 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 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 accumulated currency translation
adjustment, recorded as a separate component of
stockholders equity, was $0.2 million at
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.
New accounting pronouncements
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.
In July 2006, the FASB issued Financial Interpretation
No. 48, Accounting for Uncertainty in Income
Taxes an interpretation of FASB Statement
No. 109 (FIN 48), which attempts to
clarify the accounting for uncertainty in income taxes
recognized under current U.S. GAAP. FIN 48 specifies how
tax benefits for uncertain tax positions are to be recognized,
measured, and derecognized in financial statements; requires
certain disclosures of uncertain tax matters; specifies how
reserves for uncertain tax positions should be classified on the
balance sheet; and provides transition and interim period
guidance, among other provisions. FIN 48 is effective for
fiscal years beginning after December 15, 2006 and as a
19
result, is effective for us in the first quarter of fiscal 2007.
We are currently evaluating the impact of FIN 48 on our
consolidated financial position, results of operations, and cash
flows.
In September 2006, the SEC issued Staff Accounting Bulletin
(SAB) No. 108 Considering the Effects of
Prior Year Misstatements When Quantifying Misstatements in
Current Year Financial Statements
(SAB 108), which provides interpretive guidance
on how registrants should quantify financial statement
misstatements. Under SAB 108 registrants are required to
consider both a rollover method which focuses
primarily on the income statement impact of misstatements and
the iron curtain method which focuses primarily on
the balance sheet impact of misstatements. The transition
provisions of SAB 108 permit a registrant to adjust
retained earnings for the cumulative effect of immaterial errors
relating to prior years. We were required to adopt SAB 108
in our current fiscal year. Except as described in Note 2,
the adoption of SAB 108 did not have a significant impact
on our consolidated financial position, results of operations
and cash flows.
|
|
Item 8. |
Financial statements and supplementary data |
The information required by this Item is set forth in the
consolidated financial statements and notes thereto beginning at
page F-1 of this
report.
|
|
Item 9A. |
Controls and procedures |
Evaluation of disclosure controls and procedures
Disclosure controls and procedures (as defined in Exchange Act
Rule 13a-15(e) and
15d-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 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
Annual Report, we considered, among other things, the estimated
impact of the restatement to the financial statements for the
fiscal years ended 2006, 2005 and 2004. We have concluded that
the accounting misapplication discussed below and more fully
described in the Explanatory Note to this
Form 10-K/A and in
Note 2 Restatement of financial statements in
the Notes to the consolidated financial statements, did not
constitute a material weakness in disclosure controls and
procedures, or internal controls and procedures over financial
reporting, as of December 31, 2006.
During the preparation of our Quarterly Report on
Form 10-Q for the
quarter ended March 31, 2007, 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.
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.
20
Managements report on internal control over financial
reporting
Our management is responsible for establishing and maintaining
adequate internal control over financial reporting (as defined
in Rules 13a-15(f)
and 15d-15(f) under the
Exchange Act). Internal control over financial reporting is a
process designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with
accounting principles generally accepted in the United States of
America. Our internal control over financial reporting includes
those policies and procedures that: (i) pertain to the
maintenance of records that, in reasonable detail, accurately
and fairly reflect the transactions and dispositions of our
assets; (ii) provide reasonable assurance that transactions
are recorded as necessary to permit preparation of financial
statements in accordance with accounting principles generally
accepted in the United States of America, and that our receipts
and expenditures are being made only in accordance with
authorizations of our management and directors; and
(iii) provide reasonable assurance regarding prevention or
timely detection of unauthorized acquisition, use, or
disposition of our assets that could have a material effect on
the financial statements.
Our management conducted an evaluation of the effectiveness of
our internal control over financial reporting as of
December 31, 2006, based on the framework in Internal
Control Integrated Framework issued by the
Committee of Sponsoring Organizations of the Treadway
Commission. Based on this evaluation, management concluded that
our internal control over financial reporting was effective as
of December 31, 2006.
Our independent registered public accounting firm, which has
audited the financial statements included in Part IV,
Item 15 of this report, has also audited managements
assessment of the effectiveness of internal control over
financial reporting as of December 31, 2006, as stated in
their report, which is included on page F-2 herein.
21
PART IV
|
|
Item 15 |
Exhibits and financial statement schedules |
The following statements are filed as part of this report:
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Page | |
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|
| |
Report of independent registered public accounting firm
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F-2 |
|
Consolidated balance sheets as of December 31, 2006 and
2005 (restated)
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|
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F-4 |
|
Consolidated statements of operations for the years ended
December 31, 2006, 2005 and 2004 (restated)
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|
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F-5 |
|
Consolidated statements of cash flows for the years ended
December 31, 2006, 2005 and 2004 (restated)
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|
|
F-6 |
|
Consolidated statements of stockholders equity and
comprehensive income for the years ended December 31, 2006,
2005 and 2004 (restated)
|
|
|
F-7 |
|
Notes to consolidated financial statements
|
|
|
F-8 |
|
Schedules not listed above have been omitted because the
information required to be set forth therein is not applicable
or is shown in the financial statements or notes thereto.
(b) Exhibits
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Filed In | |
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| |
|
|
Exhibit | |
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|
Registrants | |
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|
Exhibit | |
|
Filed | |
Number | |
|
Description of Document |
|
Form | |
|
Dated | |
|
Number | |
|
Herewith | |
| |
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| |
|
| |
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| |
|
| |
|
2.1 |
|
|
Agreement and Plan of Merger and Reincorporation dated
April 6, 2004 |
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S-1 |
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|
04/06/04 |
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2.1 |
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2.2 |
|
|
Stock Purchase Agreement among Target Software, Inc., Target
Analysis Group, Inc., all of the Stockholders of Target Software
Inc. and Target Analysis Group, Inc. and Blackbaud, Inc. |
|
|
8-K |
|
|
|
01/18/07 |
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2.2 |
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3.1 |
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|
Certificate of Incorporation of Blackbaud, Inc. |
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S-1 |
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04/06/04 |
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3.1 |
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3.2 |
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By-laws of Blackbaud, Inc. |
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S-1 |
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04/06/04 |
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3.2 |
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10.4 |
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|
Lease Agreement dated October 13, 1999 between Blackbaud,
Inc., and Duck Pond Creek, LLC |
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S-1 |
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02/20/04 |
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10.4 |
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10.5 |
|
|
Trademark License and Promotional Agreement dated as of
October 13, 1999 between Blackbaud, Inc. and Charleston
Battery, Inc. |
|
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S-1 |
|
|
|
02/20/04 |
|
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|
10.5 |
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10.6 |
|
|
Blackbaud, Inc. 1999 Stock Option Plan, as amended |
|
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S-1 |
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04/06/04 |
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10.6 |
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10.8 |
|
|
Blackbaud, Inc. 2001 Stock Option Plan, as amended |
|
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S-1 |
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|
04/06/04 |
|
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|
10.8 |
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10.20 |
|
|
Blackbaud, Inc. 2004 Stock Plan, as amended, together with Form
of Notice of Stock Option Grant and Stock Option Agreement |
|
|
8-K |
|
|
|
06/20/06 |
|
|
|
10.20 |
|
|
|
|
|
|
10.21 |
|
|
Commitment Letter for Arrangement of Senior Credit Facility
dated June 1, 2004 from Wachovia Bank, N.A. |
|
|
S-1 |
|
|
|
06/16/04 |
|
|
|
10.21 |
|
|
|
|
|
|
10.22 |
|
|
Credit Agreement dated September 30, 2004 by and among
Blackbaud, Inc., as borrower, the lenders referred to therein
and Wachovia Bank, National Association |
|
|
8-K |
|
|
|
10/05/04 |
|
|
|
10.22 |
|
|
|
|
|
|
10.23 |
|
|
Guaranty Agreement dated September 30, 2004 by and among
Blackbaud, LLC, as guarantor, in favor of Wachovia Bank,
National Association |
|
|
8-K |
|
|
|
10/05/04 |
|
|
|
10.23 |
|
|
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|
|
22
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Filed In | |
|
|
|
|
|
|
| |
|
|
Exhibit | |
|
|
|
Registrants | |
|
|
|
Exhibit | |
|
Filed | |
Number | |
|
Description of Document |
|
Form | |
|
Dated | |
|
Number | |
|
Herewith | |
| |
|
|
|
| |
|
| |
|
| |
|
| |
|
10.25 |
|
|
Employment and Noncompetition Agreement between Blackbaud, Inc.
and Marc Chardon, effective November 28, 2005 |
|
|
8-K |
|
|
|
11/07/05 |
|
|
|
10.25 |
|
|
|
|
|
|
10.26 |
|
|
Form of Notice of Restricted Stock Grant and Restricted Stock
Agreement under the Blackbaud, Inc. 2004 Stock Plan |
|
|
10-K |
|
|
|
02/28/07 |
|
|
|
10.26 |
|
|
|
|
|
|
10.27 |
|
|
Form of Notice of Stock Appreciation Rights Grant and Stock
Appreciation Rights Agreement under the Blackbaud, Inc. 2004
Stock Plan |
|
|
10-K |
|
|
|
02/28/07 |
|
|
|
10.27 |
|
|
|
|
|
|
21.1 |
|
|
Subsidiaries of Blackbaud, Inc |
|
|
10-K |
|
|
|
02/28/07 |
|
|
|
21.1 |
|
|
|
|
|
|
23.1 |
|
|
Consent of Independent Registered Public Accounting Firm |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
X |
|
|
31.1 |
|
|
Certification by the Chief Executive Officer pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
X |
|
|
31.2 |
|
|
Certification by the Chief Financial Officer pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
X |
|
|
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 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
X |
|
|
32.2 |
|
|
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 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
X |
|
23
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Registrant has duly caused
this Form 10-K/A
to be signed on its behalf by the undersigned, thereunto duly
authorized.
|
|
|
Signed: May 25, 2007
|
|
/s/ Marc E. Chardon
Marc
E. Chardon
President and Chief Executive Officer |
24
BLACKBAUD, INC.
Index to consolidated financial statements
F-1
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Stockholders of
Blackbaud, Inc.:
We have completed integrated audits of Blackbaud, Inc.s
December 31, 2006 and 2005 consolidated financial
statements and of its internal control over financial reporting
as of December 31, 2006, and an audit of its
December 31, 2004 consolidated financial statements in
accordance with the standards of the Public Company Accounting
Oversight Board (United States). Our opinions, based on our
audits, are presented below.
Consolidated financial statements
In our opinion, the consolidated financial statements listed in
the index appearing under Item 15(a) present fairly, in all
material respects, the financial position of Blackbaud, Inc. at
December 31, 2006 and 2005, and the results of its
operations and its cash flows for each of the three years in the
period ended December 31, 2006 in conformity with
accounting principles generally accepted in the United States of
America. These financial statements are the responsibility of
the Companys management. Our responsibility is to express
an opinion on these financial statements based on our audits. We
conducted our audits of these statements in accordance with the
standards of the Public Company Accounting Oversight Board
(United States). Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An
audit of financial statements includes examining, on a test
basis, evidence supporting the amounts and disclosures in the
financial statements, assessing the accounting principles used
and significant estimates made by management, and evaluating the
overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.
As discussed in Note 1 to the consolidated financial
statements, the Company changed the manner in which it accounts
for share-based compensation in 2006.
As discussed in Note 2 to the consolidated financial
statements, the Company has restated its 2006, 2005 and 2004
financial statements.
Internal control over financial reporting
Also, in our opinion, managements assessment, included in
Managements Report on Internal Control Over Financial
Reporting appearing under Item 9A, that the Company
maintained effective internal control over financial reporting
as of December 31, 2006 based on criteria established in
Internal Control Integrated Framework issued
by the Committee of Sponsoring Organizations of the Treadway
Commission (COSO), is fairly stated, in all material respects,
based on those criteria. Furthermore, in our opinion, the
Company maintained, in all material respects, effective internal
control over financial reporting as of December 31, 2006,
based on criteria established in Internal Control
Integrated Framework issued by the COSO. The Companys
management is responsible for maintaining effective internal
control over financial reporting and for its assessment of the
effectiveness of internal control over financial reporting. Our
responsibility is to express opinions on managements
assessment and on the effectiveness of the Companys
internal control over financial reporting based on our audit. We
conducted our audit of internal control over financial reporting
in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards
require that we plan and perform the audit to obtain reasonable
assurance about whether effective internal control over
financial reporting was maintained in all material respects. An
audit of internal control over financial reporting includes
obtaining an understanding of internal control over financial
reporting, evaluating managements assessment, testing and
evaluating the design and operating effectiveness of internal
control, and performing such other procedures as we consider
necessary in the circumstances. We believe that our audit
provides a reasonable basis for our opinions.
F-2
A companys internal control over financial reporting is a
process designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with
generally accepted accounting principles. A companys
internal control over financial reporting includes those
policies and procedures that (i) pertain to the maintenance
of records that, in reasonable detail, accurately and fairly
reflect the transactions and dispositions of the assets of the
company; (ii) provide reasonable assurance that
transactions are recorded as necessary to permit preparation of
financial statements in accordance with generally accepted
accounting principles, and that receipts and expenditures of the
company are being made only in accordance with authorizations of
management and directors of the company; and (iii) provide
reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use, or disposition of the
companys assets that could have a material effect on the
financial statements.
Because of its inherent limitations, internal control over
financial reporting may not prevent or detect misstatements.
Also, projections of any evaluation of effectiveness to future
periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree
of compliance with the policies or procedures may deteriorate.
/s/ PricewaterhouseCoopers LLP
Raleigh, North Carolina
February 28, 2007, except for Note 2,
which is as of May 21, 2007
F-3
Blackbaud, Inc.
Consolidated balance sheets
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
December 31, | |
|
|
| |
|
|
2006 | |
|
2005 | |
|
|
as restated | |
|
as restated | |
(in thousands, except share amounts) |
|
(see Note 2) | |
|
(see Note 2) | |
| |
Assets
|
|
|
|
|
|
|
|
|
|
Current assets:
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
$ |
67,783 |
|
|
$ |
22,683 |
|
|
|
Cash, restricted
|
|
|
518 |
|
|
|
|
|
|
|
Accounts receivable, net of allowance of $1,268 and $1,100 at
December 31, 2006 and 2005, respectively
|
|
|
29,505 |
|
|
|
25,577 |
|
|
|
Prepaid expenses and other current assets
|
|
|
8,507 |
|
|
|
8,741 |
|
|
|
Deferred tax asset, current portion
|
|
|
5,318 |
|
|
|
8,565 |
|
|
|
|
|
|
|
Total current assets
|
|
|
111,631 |
|
|
|
65,566 |
|
|
Property and equipment, net
|
|
|
10,524 |
|
|
|
8,700 |
|
|
Deferred tax asset
|
|
|
62,302 |
|
|
|
71,487 |
|
|
Goodwill
|
|
|
2,518 |
|
|
|
2,208 |
|
|
Intangible assets, net
|
|
|
7,986 |
|
|
|
396 |
|
|
Other assets
|
|
|
48 |
|
|
|
106 |
|
|
|
|
|
|
|
Total assets
|
|
$ |
195,009 |
|
|
$ |
148,463 |
|
|
|
|
|
Liabilities and stockholders equity
|
|
|
|
|
|
|
|
|
|
Current liabilities:
|
|
|
|
|
|
|
|
|
|
|
Trade accounts payable
|
|
$ |
5,863 |
|
|
$ |
4,683 |
|
|
|
Accrued expenses and other current liabilities
|
|
|
16,047 |
|
|
|
15,806 |
|
|
|
Deferred acquisition costs, current portion
|
|
|
518 |
|
|
|
|
|
|
|
Deferred revenue
|
|
|
75,078 |
|
|
|
61,943 |
|
|
|
|
|
|
|
Total current liabilities
|
|
|
97,506 |
|
|
|
82,432 |
|
|
Deferred acquisition costs, long-term portion
|
|
|
271 |
|
|
|
|
|
|
Long-term deferred revenue
|
|
|
1,874 |
|
|
|
1,279 |
|
|
|
|
|
|
|
Total liabilities
|
|
|
99,651 |
|
|
|
83,711 |
|
|
|
|
|
Commitments and contingencies (Note 10)
|
|
|
|
|
|
|
|
|
|
Stockholders equity:
|
|
|
|
|
|
|
|
|
|
|
Preferred stock; 20,000,000 shares authorized, none
outstanding
|
|
|
|
|
|
|
|
|
|
|
Common stock, $.001 par value; 180,000,000 shares
authorized, 49,205,522 and 47,529,836 shares issued at
December 31, 2006 and 2005, respectively
|
|
|
49 |
|
|
|
48 |
|
|
|
Additional paid-in capital
|
|
|
88,409 |
|
|
|
73,583 |
|
|
|
Deferred compensation
|
|
|
|
|
|
|
(6,497 |
) |
|
|
Treasury stock, at cost; 4,743,895 and 4,267,313 shares at
December 31, 2006 and 2005, respectively
|
|
|
(69,630 |
) |
|
|
(60,902 |
) |
|
|
Accumulated other comprehensive income
|
|
|
232 |
|
|
|
92 |
|
|
|
Retained earnings
|
|
|
76,298 |
|
|
|
58,428 |
|
|
|
|
|
|
|
Total stockholders equity
|
|
|
95,358 |
|
|
|
64,752 |
|
|
|
|
|
|
|
Total liabilities and stockholders equity
|
|
$ |
195,009 |
|
|
$ |
148,463 |
|
|
|
|
The accompanying notes are an integral part of these
consolidated financial statements.
F-4
Blackbaud, Inc.
Consolidated statements of operations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
Years ended December 31, | |
|
|
| |
|
|
2006 | |
|
2005 | |
|
2004 | |
|
|
as restated | |
|
as restated | |
|
as restated | |
(in thousands, except share and per share amounts) |
|
(see Note 2) | |
|
(see Note 2) | |
|
(see Note 2) | |
| |
Revenue
|
|
|
|
|
|
|
|
|
|
|
|
|
|
License fees
|
|
$ |
32,500 |
|
|
$ |
29,978 |
|
|
$ |
25,387 |
|
|
Services
|
|
|
61,242 |
|
|
|
52,606 |
|
|
|
42,793 |
|
|
Maintenance
|
|
|
80,893 |
|
|
|
71,163 |
|
|
|
63,081 |
|
|
Subscriptions
|
|
|
10,605 |
|
|
|
6,965 |
|
|
|
3,686 |
|
|
Other revenue
|
|
|
6,140 |
|
|
|
5,237 |
|
|
|
4,316 |
|
|
|
|
|
|
Total revenue
|
|
|
191,380 |
|
|
|
165,949 |
|
|
|
139,263 |
|
|
|
|
Cost of revenue
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of license fees
|
|
|
2,260 |
|
|
|
4,380 |
|
|
|
3,545 |
|
|
Cost of services (of which $531, $269 and $(540) in the years
ended December 31, 2006, 2005 and 2004, respectively, was
stock-based compensation expense (benefit))
|
|
|
33,717 |
|
|
|
28,409 |
|
|
|
22,807 |
|
|
Cost of maintenance (of which $117, $33 and $(91) in the years
ended December 31, 2006, 2005 and 2004, respectively, was
stock-based compensation expense (benefit))
|
|
|
13,225 |
|
|
|
10,926 |
|
|
|
10,474 |
|
|
Cost of subscriptions (of which $19, $0 and $0 in the years
ended December 31, 2006, 2005 and 2004, respectively, was
stock-based compensation expense)
|
|
|
2,360 |
|
|
|
1,472 |
|
|
|
388 |
|
|
Cost of other revenue
|
|
|
5,709 |
|
|
|
4,943 |
|
|
|
3,986 |
|
|
|
|
|
|
Total cost of revenue
|
|
|
57,271 |
|
|
|
50,130 |
|
|
|
41,200 |
|
|
|
|
Gross profit
|
|
|
134,109 |
|
|
|
115,819 |
|
|
|
98,063 |
|
|
|
|
Operating expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales and marketing (of which $813, $217 and $(112) in the years
ended December 31, 2006, 2005 and 2004, respectively, was
stock-based compensation expense (benefit))
|
|
|
41,405 |
|
|
|
33,491 |
|
|
|
26,663 |
|
|
Research and development (of which $746, $139 and $(457) in the
years ended December 31, 2006, 2005 and 2004, respectively,
was stock-based compensation expense (benefit))
|
|
|
23,118 |
|
|
|
21,138 |
|
|
|
17,418 |
|
|
General and administrative (of which $5,174, $(343) and $19,579
in the years ended December 31, 2006, 2005 and 2004,
respectively, was stock-based compensation expense (benefit))
|
|
|
21,757 |
|
|
|
15,795 |
|
|
|
32,512 |
|
|
Amortization
|
|
|
699 |
|
|
|
18 |
|
|
|
32 |
|
|
Costs of initial public offering
|
|
|
|
|
|
|
|
|
|
|
2,455 |
|
|
|
|
|
|
Total operating expenses
|
|
|
86,979 |
|
|
|
70,442 |
|
|
|
79,080 |
|
|
|
|
Income from operations
|
|
|
47,130 |
|
|
|
45,377 |
|
|
|
18,983 |
|
|
Interest income
|
|
|
1,584 |
|
|
|
964 |
|
|
|
331 |
|
|
Interest expense
|
|
|
(48 |
) |
|
|
(49 |
) |
|
|
(272 |
) |
|
Other (expense) income, net
|
|
|
(238 |
) |
|
|
6 |
|
|
|
356 |
|
|
|
|
Income before provision for income taxes
|
|
|
48,428 |
|
|
|
46,298 |
|
|
|
19,398 |
|
|
Income tax provision
|
|
|
18,275 |
|
|
|
13,211 |
|
|
|
6,848 |
|
|
|
|
Net income
|
|
$ |
30,153 |
|
|
$ |
33,087 |
|
|
$ |
12,550 |
|
|
|
|
Earnings per share
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
$ |
0.70 |
|
|
$ |
0.78 |
|
|
$ |
0.30 |
|
|
Diluted
|
|
$ |
0.68 |
|
|
$ |
0.72 |
|
|
$ |
0.27 |
|
Common shares and equivalents outstanding
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic weighted average shares
|
|
|
43,320,096 |
|
|
|
42,559,342 |
|
|
|
42,496,280 |
|
|
Diluted weighted average shares
|
|
|
44,668,476 |
|
|
|
46,210,099 |
|
|
|
46,540,790 |
|
Dividends per share
|
|
$ |
0.28 |
|
|
$ |
0.20 |
|
|
$ |
0.00 |
|
The accompanying notes are an integral part of these
consolidated financial statements.
F-5
Blackbaud, Inc.
Consolidated statements of cash flows
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
Years ended December 31, | |
|
|
| |
(in thousands) |
|
2006 | |
|
2005 | |
|
2004 | |
|
|
as restated | |
|
as restated | |
|
as restated | |
|
|
(see Note 2) | |
|
(see Note 2) | |
|
(see Note 2) | |
| |
Cash flows from operating activities
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$ |
30,153 |
|
|
$ |
33,087 |
|
|
$ |
12,550 |
|
Adjustments to reconcile net income to net cash provided by
operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization
|
|
|
3,709 |
|
|
|
2,684 |
|
|
|
2,521 |
|
|
Provision for doubtful accounts and sales returns
|
|
|
1,673 |
|
|
|
822 |
|
|
|
1,328 |
|
|
Stock-based compensation expense
|
|
|
7,400 |
|
|
|
624 |
|
|
|
16,600 |
|
|
Amortization of deferred financing fees
|
|
|
48 |
|
|
|
48 |
|
|
|
184 |
|
|
Deferred taxes
|
|
|
11,941 |
|
|
|
8,881 |
|
|
|
618 |
|
|
Excess tax benefit on exercise of stock options
|
|
|
|
|
|
|
8,611 |
|
|
|
179 |
|
|
Changes in assets and liabilities, net of acquisition
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts receivable
|
|
|
(5,235 |
) |
|
|
(6,830 |
) |
|
|
(5,089 |
) |
|
|
Prepaid expenses and other assets
|
|
|
266 |
|
|
|
(6,773 |
) |
|
|
785 |
|
|
|
Trade accounts payable
|
|
|
1,147 |
|
|
|
2,045 |
|
|
|
54 |
|
|
|
Accrued expenses and other current liabilities
|
|
|
94 |
|
|
|
(57 |
) |
|
|
5,462 |
|
|
|
Deferred revenue
|
|
|
11,759 |
|
|
|
8,704 |
|
|
|
8,357 |
|
|
|
|
|
|
|
Net cash provided by operating activities
|
|
|
62,955 |
|
|
|
51,846 |
|
|
|
43,549 |
|
|
|
|
Cash flows from investing activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchase of property and equipment
|
|
|
(4,654 |
) |
|
|
(4,160 |
) |
|
|
(3,039 |
) |
|
Purchase of net assets of acquired companies
|
|
|
(6,146 |
) |
|
|
(1,013 |
) |
|
|
(166 |
) |
|
|
|
|
|
|
Net cash used in investing activities
|
|
|
(10,800 |
) |
|
|
(5,173 |
) |
|
|
(3,205 |
) |
|
|
|
Cash flows from financing activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Repayments on long-term debt and capital lease obligations
|
|
|
|
|
|
|
(44 |
) |
|
|
(5,142 |
) |
|
Proceeds from exercise of stock options
|
|
|
7,883 |
|
|
|
3,627 |
|
|
|
674 |
|
|
Excess tax benefit on exercise of stock options
|
|
|
6,041 |
|
|
|
|
|
|
|
|
|
|
Purchase of treasury stock
|
|
|
(8,728 |
) |
|
|
(60,902 |
) |
|
|
|
|
|
Dividend payments to stockholders
|
|
|
(12,283 |
) |
|
|
(8,517 |
) |
|
|
|
|
|
Payment of deferred financing fees
|
|
|
|
|
|
|
|
|
|
|
(162 |
) |
|
|
|
|
|
|
Net cash used in financing activities
|
|
|
(7,087 |
) |
|
|
(65,836 |
) |
|
|
(4,630 |
) |
|
|
|
Effect of exchange rate on cash and cash equivalents
|
|
|
32 |
|
|
|
(298 |
) |
|
|
(278 |
) |
|
|
|
Net increase (decrease) in cash and cash equivalents
|
|
|
45,100 |
|
|
|
(19,461 |
) |
|
|
35,436 |
|
Cash and cash equivalents, beginning of year
|
|
|
22,683 |
|
|
|
42,144 |
|
|
|
6,708 |
|
|
|
|
Cash and cash equivalents, end of year
|
|
$ |
67,783 |
|
|
$ |
22,683 |
|
|
$ |
42,144 |
|
|
|
|
Supplemental disclosures of cash flow information
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash paid during the year for:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest
|
|
$ |
|
|
|
$ |
1 |
|
|
$ |
45 |
|
|
|
Taxes
|
|
|
674 |
|
|
|
3,885 |
|
|
|
4,009 |
|
The accompanying notes are an integral part of these
consolidated financial statements.
F-6
Blackbaud, Inc.
Consolidated statements of stockholders equity and
comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
| |
|
|
|
|
|
|
|
Accumulated | |
|
|
|
|
|
Common stock | |
|
Additional | |
|
|
|
other | |
|
|
|
Total | |
(in thousands, except |
|
Comprehensive | |
|
|
| |
|
paid-in | |
|
Deferred | |
|
Treasury | |
|
comprehensive | |
|
Retained | |
|
stockholders | |
share amounts) |
|
income | |
|
|
Shares | |
|
Amount | |
|
capital | |
|
compensation | |
|
stock | |
|
income | |
|
earnings | |
|
equity | |
| |
|
|
| |
Balance at December 31, 2003 as previously reported
|
|
|
|
|
|
|
|
42,408,872 |
|
|
$ |
41,613 |
|
|
|
$ |
|
|
|
$ (4,795 |
) |
|
|
$ |
|
|
|
$ 518 |
|
|
|
$22,522 |
|
|
|
$59,858 |
|
Cumulative effect of correction of an error (see Note 2)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,214 |
) |
|
|
(1,214 |
) |
|
|
|
|
|
|
|
Balance at December 31, 2003, as restated (see
Note 2)
|
|
|
|
|
|
|
|
42,408,872 |
|
|
|
41,613 |
|
|
|
|
|
|
|
(4,795 |
) |
|
|
|
|
|
|
518 |
|
|
|
21,308 |
|
|
|
58,644 |
|
|
Net income, as restated (see Note 2)
|
|
$ |
12,550 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12,550 |
|
|
|
12,550 |
|
|
Exercise of stock options
|
|
|
|
|
|
|
|
140,184 |
|
|
|
480 |
|
|
|
194 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
674 |
|
|
Tax impact of exercise of nonqualified stock options
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
179 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
179 |
|
|
Amortization of deferred compensation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
18,379 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
18,379 |
|
|
Deferred compensation related to options issued to employees
|
|
|
|
|
|
|
|
|
|
|
|
82 |
|
|
|
12,903 |
|
|
|
(14,764 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,779 |
) |
|
Reversal of deferred compensation related to option cancellations
|
|
|
|
|
|
|
|
|
|
|
|
(82 |
) |
|
|
(34 |
) |
|
|
116 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reclassification of common stock to additional paid-in capital
resulting from establishment of par value
|
|
|
|
|
|
|
|
|
|
|
|
(42,050 |
) |
|
|
42,050 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Translation adjustment, net of tax
|
|
|
(163 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(163 |
) |
|
|
|
|
|
|
(163 |
) |
|
|
|
|
|
|
|
|
Comprehensive income, as restated
|
|
$ |
12,387 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at December 31, 2004, as restated (see
Note 2)
|
|
|
|
|
|
|
|
42,549,056 |
|
|
|
43 |
|
|
|
55,292 |
|
|
|
(1,064 |
) |
|
|
|
|
|
|
355 |
|
|
|
33,858 |
|
|
|
88,484 |
|
|
Net income, as restated (see Note 2)
|
|
$ |
33,087 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
33,087 |
|
|
|
33,087 |
|
|
Payment of dividends
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(8,517 |
) |
|
|
(8,517 |
) |
|
Purchase of 4,267,313 treasury shares
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(60,902 |
) |
|
|
|
|
|
|
|
|
|
|
(60,902 |
) |
|
Exercise of stock options
|
|
|
|
|
|
|
|
4,493,047 |
|
|
|
5 |
|
|
|
3,645 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,650 |
|
|
Tax impact of exercise of nonqualified stock options
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8,589 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8,589 |
|
|
Restricted stock grants
|
|
|
|
|
|
|
|
487,733 |
|
|
|
|
|
|
|
6,621 |
|
|
|
(6,621 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortization of deferred compensation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
315 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
315 |
|
|
Adjustment of deferred compensation related to options subject
to variable accounting
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(509 |
) |
|
|
818 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
309 |
|
|
Reversal of deferred compensation related to option cancellations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(55 |
) |
|
|
55 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Translation adjustment, net of tax
|
|
|
(263 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(263 |
) |
|
|
|
|
|
|
(263 |
) |
|
|
|
|
|
|
|
|
Comprehensive income, as restated
|
|
$ |
32,824 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at December 31, 2005, as restated (see
Note 2)
|
|
|
|
|
|
|
|
47,529,836 |
|
|
|
48 |
|
|
|
73,583 |
|
|
|
(6,497 |
) |
|
|
(60,902 |
) |
|
|
92 |
|
|
|
58,428 |
|
|
|
64,752 |
|
|
Net income, as restated (see Note 2)
|
|
$ |
30,153 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
30,153 |
|
|
|
30,153 |
|
|
Payment of dividends
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(12,283 |
) |
|
|
(12,283 |
) |
|
Purchase of 476,582 treasury shares under stock repurchase
program and surrendered upon restricted 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, as restated
|
|
$ |
30,293 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at December 31, 2006, as restated (see
Note 2)
|
|
|
|
|
|
|
|
49,205,522 |
|
|
$ |
49 |
|
|
|
$88,409 |
|
|
|
$ |
|
|
|
$(69,630 |
) |
|
|
$ 232 |
|
|
|
$ 76,298 |
|
|
|
$ 95,358 |
|
|
|
|
|
The accompanying notes are an integral part of these
consolidated financial statements.
F-7
Blackbaud, Inc.
Notes to consolidated financial statements
|
|
1. |
Organization and summary of significant accounting
policies |
Organization
Blackbaud, Inc. (the Company) is the leading global
provider of software and related services designed specifically
for nonprofit organizations and provides products and services
that enable nonprofit organizations to increase donations,
reduce fundraising costs, improve communications with
constituents, manage their finances and optimize internal
operations. At the end of 2006, the Company had over 15,500
active customers distributed across multiple verticals within
the nonprofit market including religion, education, foundations,
health and human services, arts and cultural, public and
societal benefits, environment and animal welfare and
international and foreign affairs.
Delaware reincorporation; initial public offering
On July 16, 2004, the Company was reincorporated under the
laws of the State of Delaware and, accordingly, under its
certificate of incorporation effective that date, its authorized
stock consists of 180,000,000 shares of common stock, par
value $0.001 per share and 20,000,000 shares of
preferred stock, par value $0.001 per share.
The Companys registration statement, filed on
Form S-1
(Registration
No. 333-112978)
under the Securities Act of 1933, in connection with the initial
public offering of its common stock, was declared effective by
the SEC on July 22, 2004. On July 27, 2004 the Company
completed its initial public offering in which it sold, for the
benefit of selling stockholders, a total of
8,098,779 shares of common stock for $8.00 per share
(before underwriter discounts and commissions), for an aggregate
public offering price of $64,790,232. On August 2, 2004,
the underwriters exercised their over-allotment option for the
purchase of 1,214,817 shares of common stock at
$8.00 per share for an additional aggregate public offering
price of $9,718,536. All of the shares sold in this offering
were sold by selling stockholders and, accordingly, the Company
did not receive any proceeds from the sale of shares in this
offering. Accordingly, the Company expensed the costs of its
initial public offering in its statement of operations, which
were $2,455,000 for the year ended December 31, 2004. These
costs were primarily comprised of printing, legal and accounting
fees.
Recapitalization
Prior to October 13, 1999, the Company was 100% owned by
management stockholders. On October 13, 1999, the Company
completed a transaction in which it used cash on hand and
proceeds from a new term loan to repurchase a portion of its
then outstanding common stock from management stockholders. On
the same date, an entity controlled by certain investment
partnerships, Pobeda Partners Ltd., also purchased shares of the
Companys common stock from management stockholders.
The Company accounted for the above transactions as a
recapitalization (the Recapitalization). Under this
accounting treatment, the stock repurchased by the Company was
accounted for as a treasury stock transaction and the carrying
values of the assets and liabilities did not change for
financial reporting purposes. For income tax purposes, Pobeda
and the management stockholders elected to treat the transaction
under Section 338(h)(10) of the Internal Revenue Code;
consequently, the tax basis of the assets and liabilities of the
Company were restated to their fair values at the date of the
transaction. The deferred tax asset resulting from differences
in bases of the assets and liabilities between financial and
income tax reporting was accounted for as an increase in
stockholders equity.
Basis of presentation
The consolidated financial statements of the Company have been
prepared in accordance with accounting principles generally
accepted in the United States (U.S. GAAP).
F-8
Blackbaud, Inc.
Notes to consolidated financial
statements (Continued)
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 liabilities
at the date of the financial statements, as well as the reported
amounts of revenues and expenses during the reporting periods.
Areas of the financial statements where estimates may have the
most significant effect include the allowance for doubtful
accounts receivable, lives of tangible and intangible assets,
impairment of long-lived assets, realization of the deferred tax
asset, stock-based compensation, revenue recognition and
provisions for income taxes. Changes in the facts or
circumstances underlying these estimates could result in
material changes and actual results could differ from these
estimates.
Reclassifications
Certain amounts in the prior year consolidated balance sheets,
statements of operations and notes to the consolidated financial
statements have been reclassified to conform to the 2006
presentation. Under the current presentation, stock-based
compensation expense in the statements of operations is
allocated to individual components of operating expenses whereas
it was shown as a single component of operating expenses in
previous years. See Note 12 of the consolidated financial
statements. Additionally, the presentation of segment
information has been modified in 2006. See Note 15 of the
consolidated financial statements.
Revenue recognition
The Companys revenue is generated primarily by licensing
its software products and providing support, training,
consulting, technical, hosted software applications and other
professional services for those products. The Company recognizes
revenue in accordance with the American Institute of Certified
Public Accountants Statements of Position (SOP)
97-2, Software Revenue Recognition, as modified by
SOPs 98-4 and 98-9, as well as Technical Practice Aids issued
from time to time by the American Institute of Certified Public
Accountants, and in accordance with the SEC Staff Accounting
Bulletin (SAB) No. 104, Revenue
Recognition in Financial Statements.
Under these pronouncements, the Company recognizes revenue from
the license of software when persuasive evidence of an
arrangement exists, the product has been delivered, 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 uses a signed agreement as evidence of an
arrangement. Delivery occurs when the product is delivered. The
Companys typical license agreement does not include
customer acceptance provisions; if acceptance provisions are
provided, delivery is deemed to occur upon acceptance. The
Company considers the fee to be fixed or determinable unless the
fee is subject to refund or adjustment or is not payable within
the Companys standard payment terms. The Company considers
payment terms greater than 90 days to be beyond its
customary payment terms. The Company deems collection probable
if the Company expects that the customer will be able to pay
amounts under the arrangement as they become due. If the Company
determines that collection is not probable, the Company
postpones recognition of the revenue until cash collection. The
Company sells software licenses with maintenance and, often
times, professional services. The Company allocates revenue to
delivered components, normally the license component of the
arrangement, using the residual value method based on objective
evidence of the fair value of the undelivered elements, which is
specific to the Company. Fair value for the
F-9
Blackbaud, Inc.
Notes to consolidated financial
statements (Continued)
maintenance services associated with the Companys software
licenses is based upon renewal rates stated in the
Companys agreements which vary according to the level of
the maintenance program. Fair value of professional services and
other products and services is based on sales of these products
and services to other customers when sold on a stand-alone basis.
The Company recognizes revenue from maintenance services ratably
over the contract term, which is principally one year.
Maintenance revenue also includes the right to unspecified
product upgrades on an if-and-when available basis. Subscription
revenue includes fees for hosted solutions, data enrichment
services and hosted online training programs. Subscription-based
revenue and any related
set-up fees are
recognized ratably over the twelve-month service period of the
contracts, as there is no discernible pattern of usage. Hosting
revenues are recognized ratably over the thirty-six month period
of the hosting contracts.
The Companys services, which include consulting,
installation and implementation services, are generally billed
based on hourly rates plus reimbursable travel-related expenses.
For small service engagements, less than approximately $10,000,
the Company frequently contracts for and bills based on a fixed
fee plus reimbursable travel and lodging related expenses. The
Company recognizes this revenue upon completion of the work
performed. When the Companys services include software
customization, these services are provided to support customer
requests for assistance in creating special reports and other
minor enhancements that will assist with efforts to improve
operational efficiency and/or to support business process
improvements. These services are not essential to the
functionality of the Companys software and rarely exceed
three months in duration. The Company recognizes revenue as
these services are performed. When the Company sells hosting
separately from consulting, installation and implementation
services, the Company recognizes that revenue ratably over the
service period.
The Company sells training at a fixed rate for each specific
class, at a per attendee price, or at a packaged price for
several attendees, and revenue is recognized only upon the
customer attending and completing training. During 2005, the
Company introduced the Blackbaud Training Pass, which permits
customers to attend unlimited training over a specified contract
period, typically one year, subject to certain restrictions.
This revenue is recognized ratably over the contract period that
is typically one year. The Company recognizes revenue from donor
prospect research and data modeling service engagements upon
delivery.
To the extent that the Companys customers are billed
and/or pay for the above described services in advance of
delivery, the amounts are recorded in deferred revenue.
Sales taxes
Sales taxes and other taxes collected from customers and
remitted to governmental authorities are presented on a net
basis and, as such, are excluded from revenues.
Cash and cash equivalents
The Company considers all highly liquid investments purchased
with a maturity of three months or less to be cash equivalents.
Restricted cash
Restricted cash represents contingent consideration held in an
interest bearing account related to the acquisition of Campagne
Associates, Ltd. See Note 3 of these consolidated financial
statements for more information on Campagne Associates, Ltd. and
this transaction.
F-10
Blackbaud, Inc.
Notes to consolidated financial
statements (Continued)
Property and equipment
Property and equipment are recorded at cost and depreciated over
their estimated useful lives using the straight-line method.
Property and equipment subject to capital leases are depreciated
over the term of the lease. Upon retirement or sale, the cost of
assets disposed of and the related accumulated depreciation are
removed from the accounts and any resulting gain or loss is
credited or charged to income. Repair and maintenance costs are
expensed as incurred.
Construction-in-progress
represents purchases of computer software and hardware
associated with new internal system implementation projects,
which had not been placed in service at the respective balance
sheet dates. These assets are transferred to the applicable
property category on the date they are placed in service. There
was no capitalized interest applicable to
construction-in-process
for the years ended December 31, 2006 and 2005.
Computer software costs represent software purchased from
external sources for use in the Companys internal
operations. These amounts have been accounted for in accordance
with SOP 98-1, Accounting for the Cost of Computer
Software Developed or Obtained for Internal Use.
Goodwill and intangible assets
The Company accounts for indefinite-lived intangible assets in
accordance with the Financial Accounting Standards Boards
(FASB) Statement of Financial Accounting Standards
(SFAS) No. 142, Goodwill and Other
Intangible Assets. Under SFAS No. 142,
indefinite-lived intangible assets are not amortized, but are
reviewed annually for impairment or more frequently if
impairment indicators arise. No impairment of goodwill resulted
in 2006, 2005 and 2004.
Other intangible assets with finite lives continue to be
amortized on a straight-line basis over their estimated useful
lives in accordance with the adoption of SFAS No. 142.
|
|
|
|
|
|
Amortization |
|
|
period |
|
|
(in years) |
|
Customer relationships
|
|
12-15 |
Tradename
|
|
3 |
Software
|
|
3 |
Non-compete agreements
|
|
5 |
|
Fair value of financial instruments
The fair value of a financial instrument is the amount at which
the instrument could be exchanged between willing parties other
than in a forced sale or liquidation. The financial instruments
of the Company consist primarily of cash and cash equivalents,
accounts receivable and accounts payable at December 31,
2006 and 2005. The Company believes that the carrying amounts of
these financial instruments approximate their fair values at
December 31, 2006 and 2005, due to the immediate or
short-term maturity of these financial instruments.
Deferred financing fees
Deferred financing fees represent the direct costs of entering
into the Companys credit agreement in October 1999 and its
revolving credit facility in September 2004. These costs are
amortized as interest expense using the effective interest
method. The principal balance of the term loan was paid off in
the first
F-11
Blackbaud, Inc.
Notes to consolidated financial
statements (Continued)
calendar quarter of 2004, accordingly the remaining deferred
financing fees related to the term loan, were fully recognized
as expense. The deferred financing fees related to the credit
facility are being amortized over the term of the credit
facility. The Company amortized as interest expense deferred
financing fees of $48,000, $48,000 and $184,000 in 2006, 2005
and 2004, respectively.
Stock-based compensation
Effective January 1, 2006, the Company adopted the
provisions of the 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. 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, 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.
Prior to January 1, 2006, the Company accounted for
stock-based compensation under APB No. 25, which provided
that no compensation expense should be recorded for stock
options or other stock-based awards to employees that are
granted with an exercise price that is equal to or greater than
the estimated fair value per share of the Companys common
stock on the grant date of the award. Certain of the
Companys option grants were accounted for as variable
awards under the provisions of APB No. 25, which required
the Company to record deferred compensation, and recognize
compensation expense over the requisite vesting period, for the
difference between the exercise price and the fair market value
of the stock at each reporting date. Deferred compensation was
amortized using the accelerated method over the vesting period
of the related stock option in accordance with FASB
Interpretation No. 28, Accounting for Stock
Appreciation Rights and Other Variable Stock Option or Award
Plans an interpretation of APB Opinions No. 15
and 25.
The adoption of SFAS No. 123(R) resulted in the
reclassification of $6,497,000 of unamortized deferred
compensation that had previously been recorded in accordance
with the provisions of APB No. 25, and a nominal cumulative
effect adjustment to apply an assumed forfeiture rate to expense
previously recorded on options unvested as of the date of
adoption, which was recorded in general and administrative
expenses.
The adoption of SFAS No. 123(R) had a material impact
on our consolidated balance sheets, consolidated statements of
operations and consolidated statements of cash flows. See
Note 12 of these consolidated financial statements for
further information regarding our stock-based compensation
assumptions and expenses. No new stock options were issued in
the year ended December 31, 2006. The fair value of the
Companys options issued in prior periods was determined
using the Black-Scholes option-pricing model.
In 2005, the Company began issuing restricted stock under the
2004 Stock Plan. The fair value of the Companys restricted
stock awards is determined by using the closing price of the
Companys shares, as traded on the Nasdaq Global Select
Market, on the date of grant.
In 2006, the Company began issuing stock appreciation rights
(SARs) under the 2004 Stock Plan. The SARs will be
settled in stock upon exercise. The fair value of the
Companys SARs is determined by using the Black-Scholes
option-pricing model. See Note 12 of these consolidated
financial statements for additional information on the SARs.
F-12
Blackbaud, Inc.
Notes to consolidated financial
statements (Continued)
Under SFAS No. 123(R), costs for stock options
continue to be recognized using the accelerated method. Costs
for restricted stock and SARs are recognized on a straight-line
basis.
The following table illustrates the effect on net income and
earnings per share if the Company had applied the fair value
recognition provisions of Statement 123 to options granted
under the Companys stock option plans in all periods
presented. For purposes of this pro forma disclosure, the value
of the options is estimated using a Black-Scholes option-pricing
formula and amortized to expense over the options vesting
periods on a straight-line basis.
|
|
|
|
|
|
|
|
|
|
| |
|
|
Years ended December 31, | |
|
|
| |
|
|
2005 | |
|
2004 | |
|
|
as restated | |
|
as restated | |
(in thousands, except per share amounts) |
|
(see Note 2) | |
|
(see Note 2) | |
| |
Net income, as reported
|
|
$ |
33,087 |
|
|
$ |
12,550 |
|
Total stock-based compensation expense (benefit), net of related
tax effects included in the determination of net income as
reported
|
|
|
(330 |
) |
|
|
13,487 |
|
Total stock-based compensation expense, net of related tax
effects that should have been included in the determination of
net income if the fair value method had been applied to all
awards
|
|
|
(2,205 |
) |
|
|
(14,176 |
) |
|
|
|
Pro forma net income
|
|
$ |
30,552 |
|
|
$ |
11,861 |
|
|
Earnings per share:
|
|
|
|
|
|
|
|
|
|
Basic, as reported
|
|
$ |
0.78 |
|
|
$ |
0.30 |
|
|
Basic, pro forma
|
|
$ |
0.72 |
|
|
$ |
0.28 |
|
|
Diluted, as reported
|
|
$ |
0.72 |
|
|
$ |
0.27 |
|
|
Diluted, pro forma
|
|
$ |
0.67 |
|
|
$ |
0.26 |
|
|
Income taxes
Prior to October 13, 1999, the Company was organized as an
S corporation under the Internal Revenue Code and,
therefore, was not subject to federal income taxes. In addition,
the Company was not subject to income tax in many of the states
in which it operated as a result of its S corporation
status. The Company historically made distributions to its
stockholders to cover the stockholders anticipated tax
liability. In connection with the Recapitalization, the Company
converted its U.S. taxable status from an
S corporation to a C corporation and, accordingly, since
October 14, 1999 has been subject to federal and state
income taxes. Upon the conversion and in connection with the
Recapitalization, the Company recorded a one-time benefit of
$107,000,000 to establish a deferred tax asset as a result of
the Recapitalization. This amount was recorded as a direct
increase to equity in the statements of stockholders
equity. Income tax expense has been computed by applying the
Companys statutory tax rate to pretax income, adjusted for
permanent tax differences. The Company has not recorded a
valuation allowance against this deferred tax asset as of
December 31, 2006 and 2005, as the Company believes it will
be able to utilize this entire deferred tax asset. The ability
to utilize the deferred tax asset is dependent upon the
Companys ability to generate taxable income.
Significant judgment is required in determining the provision
for income taxes. During the ordinary course of business, there
are many transactions and calculations for which the ultimate
tax determination is uncertain. The Company records its tax
provision at the anticipated tax rates based on estimates of
annual pretax income. To the extent that the final results
differ from these estimated amounts that were initially
F-13
Blackbaud, Inc.
Notes to consolidated financial
statements (Continued)
recorded, such differences will impact the income tax provision
in the period in which such determination is made and could have
an impact on the deferred tax asset. The Companys deferred
tax assets and liabilities are recorded at an amount based upon
a blended U.S. federal income tax rate of 34.9%. This
U.S. federal income tax rate is based on the Companys
expectation that the Companys deductible and taxable
temporary differences will reverse over a period of years during
which, except for 2006 due to stock option exercises and other
reductions to income, 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.
In 2006, the valuation allowance on the deferred tax assets was
increased by $124,000 for state credits that are expected to
expire unused.
In 2005, we recognized an income tax benefit of $3,219,000
related to changes in state income tax credits. The
Companys deferred tax asset at December 31, 2004
included state income tax credits, net of federal taxes at
34.8%, of approximately $3,964,000 that expire between 2009 and
2019. The Company established a full valuation allowance against
these credits when the asset was recorded because, based on
information available at that time, it was not deemed probable
that these credits would be realized. During 2005, as a result
of profitable results in 2004 and 2003, expectations of future
profitability and utilization of all related state net operating
losses, the Company released $2,282,000 of the valuation
allowance related to these state income tax credits which
resulted in a credit to its income tax expense for 2005.
Additionally, certain other state tax credits whose use was
previously restricted to reducing state franchise taxes became
available to offset state income tax as a result of a
clarification in enacted tax law during 2005. Accordingly, a
deferred tax asset was established during 2005 of $2,213,000,
net of federal taxes at 34.8%, related to the associated future
reduction of state income taxes. In connection with the
establishment of this additional deferred tax asset, a valuation
allowance was established for $1,346,000 of the $2,213,000
representing the portion of the credits not deemed more likely
than not to be utilized. Accordingly, these additional state tax
credits resulted in a net credit of $867,000 to the income tax
expense for 2005. The Company will continue to evaluate the
realizability of the remaining state tax credits and any further
adjustment to the valuation allowance will be made in the period
the Company determines it is more likely than not any of the
remaining credits will be utilized.
Foreign currency translation
The Companys financial statements are translated into
U.S. dollars in accordance with SFAS No. 52,
Foreign Currency Translation. For all operations
outside the United States, net assets are translated at the
current rates of exchange. Income and expense items are
translated at the average exchange rate for the year and balance
sheet accounts are translated at the period ending rate. The
resulting translation adjustments are recorded in accumulated
other comprehensive income.
Research and development
Research and development costs are expensed as incurred. They
include salaries and related human resource costs, third-party
contractor expenses, software development tools, an allocation
of facilities and depreciation expenses and other expenses in
developing new products and upgrading and enhancing existing
products.
F-14
Blackbaud, Inc.
Notes to consolidated financial
statements (Continued)
Software development costs
Software development costs have been accounted for in accordance
with SFAS No. 86, Accounting for the Costs of
Computer Software to be Sold, Leased or Otherwise
Marketed. Under the standard, capitalization of software
development costs begins upon the establishment of technological
feasibility, subject to net realizable value considerations. To
date, the period between achieving technological feasibility and
the general availability of such software has substantially
coincided; therefore, software development costs qualifying for
capitalization have been immaterial. Accordingly, the Company
has not capitalized any software development costs and has
charged all such costs to product development expense.
Sales returns and allowance for doubtful accounts
The Company provides customers a
30-day right of return
and maintains a reserve for returns which is estimated based on
several factors including historical experience and existing
economic conditions. Provisions for sales returns are charged
against the related revenue items.
In addition, the Company records an allowance for doubtful
accounts that reflects estimates of probable credit losses. This
assessment is based on several factors including aging of
customer accounts, known customer specific risks, historical
experience and existing economic conditions. Accounts are
charged against the allowance after all means of collection are
exhausted and recovery is considered remote. Provisions for
doubtful accounts are recorded in general and administrative
expense.
Below is a summary of the changes in the Companys
allowance for doubtful accounts.
|
|
|
|
|
|
|
|
|
|
|
|
Balance at |
|
|
|
Balance at |
|
|
beginning |
|
|
|
end of |
(in thousands) |
|
of year |
|
Provision |
|
Write-off |
|
year |
|
2006
|
|
$342 |
|
$130 |
|
$(137) |
|
$335 |
2005
|
|
511 |
|
219 |
|
(388) |
|
342 |
2004
|
|
352 |
|
692 |
|
(533) |
|
511 |
Below is a summary of the changes in the Companys
allowance for sales returns.
|
|
|
|
|
|
|
|
|
|
|
|
Balance at |
|
|
|
Balance at |
|
|
beginning |
|
|
|
end of |
(in thousands) |
|
of year |
|
Provision |
|
Write-off |
|
year |
|
2006
|
|
$758 |
|
$1,584 |
|
$(1,409) |
|
$933 |
2005
|
|
909 |
|
603 |
|
(754) |
|
758 |
2004
|
|
870 |
|
636 |
|
(597) |
|
909 |
Sales commissions
Prior to July 1, 2004, and resuming on October 1,
2006, the Company pays sales commissions at the time contracts
with customers are signed or shortly thereafter depending on the
size and duration of the sales contract. To the extent that
these commissions relate to revenue not yet recognized, these
amounts are recorded as deferred sales commission costs.
Subsequently, the commissions are recognized as expense as the
revenue is recognized in accordance with SAB 104.
During the period July 1, 2004 to September 30, 2006,
the Company paid commissions as the associated revenue was
recognized and, accordingly, no deferred sales commission was
recorded.
F-15
Blackbaud, Inc.
Notes to consolidated financial
statements (Continued)
Below is a summary of the changes in the Companys deferred
sales commission costs.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at |
|
|
|
Balance at |
|
|
beginning |
|
|
|
end of |
(in thousands) |
|
of year |
|
Additions |
|
Expense | |
|
year |
|
2006
|
|
$ |
|
$750 |
|
|
$(162 |
) |
|
$588 |
2005
|
|
344 |
|
|
|
|
(344 |
) |
|
|
2004
|
|
804 |
|
440 |
|
|
(900 |
) |
|
344 |
Advertising costs
Advertising costs are expensed as incurred and were $346,000,
$212,000 and $230,000 for the years ended December 31,
2006, 2005 and 2004, respectively.
Impairment of long-lived assets
The Company evaluates the recoverability of its property and
equipment and other long-lived assets in accordance with
SFAS No. 144, Accounting for the Impairment or
Disposal of Long-Lived Assets. SFAS No. 144
requires that one accounting model be used for long-lived assets
to be disposed of by sale, whether previously held and used or
newly acquired. The Company reviews long-lived assets for
impairment when events change or circumstances indicate the
carrying amount may not be recoverable. If such events or
changes in circumstances are present, the undiscounted cash flow
method is used to determine whether the asset is impaired. An
impairment loss is recognized when, and to the extent, the net
book value of such assets exceeds the estimated future
undiscounted cash flows attributable to the assets or the
business to which the assets relate. Cash flows would include
the estimated terminal value of the asset and exclude any
interest charges. The discount rate utilized would be based on
the Companys best estimate of the related risks and return
at the time the impairment assessment is made.
Shipping and handling
Shipping and handling costs are expensed as incurred and
included in cost of license fees. The reimbursement of these
costs by the Companys customers is included in license
fees.
Earnings 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. Potential common shares consist of shares issuable
upon the exercise of stock options and shares of non-vested
restricted stock and SARs.
Diluted earnings per share for the years ended December 31,
2006, 2005 and 2004 includes the effect of 1,348,380, 3,650,757
and 4,044,510 potential common shares as they are dilutive.
Diluted earnings per share for the years ended December 31,
2005 and 2004 do not include the effect of 74,521 and 37,893
potential common share equivalents, respectively, as they are
anti-dilutive. There were no anti-dilutive common share
equivalents for the year ended December 31, 2006.
F-16
Blackbaud, Inc.
Notes to consolidated financial
statements (Continued)
The following table sets forth the computation of basic and
diluted earnings per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
Years ended December 31, | |
|
|
| |
|
|
2006 | |
|
2005 | |
|
2004 | |
|
|
as restated | |
|
as restated | |
|
as restated | |
(in thousands, except share and per share amounts) |
|
(see Note 2) | |
|
(see Note 2) | |
|
(see Note 2) | |
| |
Numerator:
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income, as reported
|
|
$ |
30,153 |
|
|
$ |
33,087 |
|
|
$ |
12,550 |
|
Denominator:
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average common shares
|
|
|
43,320,096 |
|
|
|
42,559,342 |
|
|
|
42,496,280 |
|
Add effect of dilutive securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Employee stock options and restricted stock
|
|
|
1,348,380 |
|
|
|
3,650,757 |
|
|
|
4,044,510 |
|
|
|
|
Weighted average common shares assuming dilution
|
|
|
44,668,476 |
|
|
|
46,210,099 |
|
|
|
46,540,790 |
|
|
|
|
Earnings per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
$ |
0.70 |
|
|
$ |
0.78 |
|
|
$ |
0.30 |
|
|
Diluted
|
|
$ |
0.68 |
|
|
$ |
0.72 |
|
|
$ |
0.27 |
|
|
New accounting pronouncements
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.
In July 2006, the FASB issued Financial Interpretation
No. 48, Accounting for Uncertainty in Income
Taxes an interpretation of FASB Statement
No. 109 (FIN 48), which attempts to
clarify the accounting for uncertainty in income taxes
recognized under current U.S. GAAP. FIN 48 specifies how
tax benefits for uncertain tax positions are to be recognized,
measured, and derecognized in financial statements; requires
certain disclosures of uncertain tax matters; specifies how
reserves for uncertain tax positions should be classified on the
balance sheet; and provides transition and interim period
guidance, among other provisions. FIN 48 is effective for
fiscal years beginning after December 15, 2006 and as a
result, is effective for the Company in the first quarter of
fiscal 2007. The Company is currently evaluating the impact of
FIN 48 on its consolidated financial position, results of
operations, and cash flows.
In September 2006, the SEC issued SAB No. 108
Considering the Effects of Prior Year Misstatements When
Quantifying Misstatements in Current Year Financial
Statements (SAB 108), which provides
interpretive guidance on how registrants should quantify
financial statement misstatements. Under SAB 108,
registrants are required to consider both a rollover
method which focuses primarily on the income statement impact of
misstatements and the iron curtain method which
focuses primarily on the balance sheet impact of misstatements.
The transition provisions of SAB 108 permit a registrant to
adjust retained earnings for the cumulative effect of immaterial
errors relating to prior years. The Company was required to
adopt SAB 108 in its current fiscal year. Except as
described in Note 2, the adoption of
F-17
Blackbaud, Inc.
Notes to consolidated financial
statements (Continued)
SAB 108 did not have a significant impact on the
Companys consolidated financial position, results of
operations and cash flows.
2. Restatement of financial
statements
During preparation of the Companys
Form 10-Q as of
and for the quarter ended March, 31, 2007, the Company
determined that SEC SAB 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 FASB
SFAS No. 154, Accounting Changes and Error
Corrections a replacement of APB No. 20 and
FASB Statement No. 3, in this
Form 10-K/ A for
the period ended December 31, 2006. There was no impact to
total operating, investing or financing cash flows for the years
ended December 31, 2006, 2005 and 2004.
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 have been restated.
Additionally, the footnotes impacted by these adjustments have
been restated as well.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
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 |
|
|
|
(224 |
) |
|
|
18,275 |
|
|
Net income
|
|
|
30,508 |
|
|
|
(355 |
) |
|
|
30,153 |
|
|
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 |
|
|
F-18
Blackbaud, Inc.
Notes to consolidated financial
statements (Continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
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 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
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 |
|
|
F-19
Blackbaud, Inc.
Notes to consolidated financial
statements (Continued)
On January 20, 2006, the Company acquired Campagne
Associates, Ltd., the New Hampshire-based provider of
GiftMaker
Protm
fundraising software, for approximately $6,100,000. This
acquisition will allow the Company to offer its products to a
larger customer base and use the combined experience of the two
companies to deliver software solutions to meet customers
needs. The results of Campagnes operations have been
included in the consolidated financial statements since that
date. Included in this amount is $500,000 of purchase price that
is contingent upon the seller satisfying certain conditions set
forth in the purchase agreement, which has been classified in
the consolidated balance sheets as restricted cash. The Company
also agreed to pay additional contingent consideration of up to
$2,000,000 based upon performance of the acquired business over
the next two years. The transaction was accounted for in
accordance with SFAS No. 141, Business
Combinations (SFAS No. 141), which
requires that all acquisitions be accounted for under the
purchase method. The purchase price has been allocated to the
assets acquired and the liabilities assumed based upon their
estimated fair values at the date of the acquisition. The net
fair values of the identified assets acquired and liabilities
assumed exceeded the amount of the cash purchase price by
$1,260,000 which, in accordance with SFAS No. 141, was
recorded as a deferred acquisition cost. Simultaneously, the
Company recognized a deferred tax liability on the acquisition
in connection with the difference between depreciable book value
and depreciable tax basis, for $489,000, which reduced the
deferred acquisition costs by that amount. Of the remaining
$771,000 deferred acquisition costs, approximately $500,000 has
been classified as a current liability. Identifiable intangible
assets consisting of various items, including existing customer
relationships, software, non-compete agreements and a trade
name, with a value aggregating $8,182,000 were recorded as part
of the purchase price allocation. See Note 5 for a summary
of intangible assets acquired in this transaction. These
intangible assets will be amortized over their estimated useful
lives, ranging from three to fifteen years.
4. Property and equipment
Property and equipment as of December 31, 2006 and 2005
consisted of the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
Estimated | |
|
December 31, | |
|
|
useful life | |
|
| |
(in thousands) |
|
(years) | |
|
2006 | |
|
2005 | |
| |
Equipment
|
|
|
3-5 |
|
|
$ |
5,424 |
|
|
$ |
4,886 |
|
Computer hardware
|
|
|
3-5 |
|
|
|
16,714 |
|
|
|
15,011 |
|
Computer software
|
|
|
3-5 |
|
|
|
7,717 |
|
|
|
5,583 |
|
Construction in progress
|
|
|
|
|
|
|
101 |
|
|
|
22 |
|
Furniture and fixtures
|
|
|
7 |
|
|
|
3,850 |
|
|
|
3,641 |
|
Leasehold improvements
|
|
|
|
|
|
|
358 |
|
|
|
347 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
34,164 |
|
|
|
29,490 |
|
Less: accumulated depreciation
|
|
|
|
|
|
|
(23,640 |
) |
|
|
(20,790 |
) |
|
|
|
|
|
|
Property and equipment, net of depreciation
|
|
|
|
|
|
$ |
10,524 |
|
|
$ |
8,700 |
|
|
Leasehold improvements are depreciated over the lesser of the
estimated useful life of the asset or the lease term.
Depreciation expense was $3,010,000, $2,652,000 and $2,489,000
for December 31, 2006, 2005 and 2004, respectively.
F-20
Blackbaud, Inc.
Notes to consolidated financial
statements (Continued)
|
|
5. |
Goodwill and other intangible assets |
The change in goodwill during the two years ended
December 31, 2006 consisted of the following:
|
|
|
|
|
|
| |
(in thousands) |
|
|
| |
Balance at December 31, 2004
|
|
$ |
1,673 |
|
|
Payment of contingent consideration
|
|
|
106 |
|
|
Addition related to acquisitions
|
|
|
619 |
|
|
Effect of foreign currency translation
|
|
|
(190 |
) |
|
|
|
|
Balance at December 31, 2005
|
|
|
2,208 |
|
|
Payment of contingent consideration
|
|
|
12 |
|
|
Effect of foreign currency translation
|
|
|
298 |
|
|
|
|
|
Balance at December 31, 2006
|
|
$ |
2,518 |
|
|
The Company has recorded intangible assets acquired in various
business combinations based on their fair values at the date of
acquisition. The table below sets forth the balances of each
class of intangible asset, all of which are subject to
amortization, as of December 31, 2006 and 2005.
|
|
|
|
|
|
|
|
|
| |
|
|
December 31, | |
|
|
| |
(in thousands) |
|
2006 | |
|
2005 | |
| |
Gross carrying amount
|
|
|
|
|
|
|
|
|
Customer relationships
|
|
$ |
7,894 |
|
|
$ |
414 |
|
Tradename
|
|
|
24 |
|
|
|
|
|
Acquired software
|
|
|
490 |
|
|
|
|
|
Non-compete agreement
|
|
|
300 |
|
|
|
|
|
|
|
|
Total gross carrying amount
|
|
|
8,708 |
|
|
|
414 |
|
|
|
|
|
Accumulated amortization
|
|
|
|
|
|
|
|
|
Customer relationships
|
|
|
(510 |
) |
|
|
(18 |
) |
Tradename
|
|
|
(7 |
) |
|
|
|
|
Acquired software
|
|
|
(150 |
) |
|
|
|
|
Non-compete agreement
|
|
|
(55 |
) |
|
|
|
|
|
|
|
Total accumulated amortization
|
|
|
(722 |
) |
|
|
(18 |
) |
|
|
|
Total intangible assets, net
|
|
$ |
7,986 |
|
|
$ |
396 |
|
|
Additions to intangible assets subject to amortization during
2006 related to the acquisition of Campagne Associates, Ltd.
described in Note 3 of these consolidated financial
statements. The table below
F-21
Blackbaud, Inc.
Notes to consolidated financial
statements (Continued)
summarizes the intangible assets acquired and the weighted
average amortization period by intangible asset class during the
year ended December 31, 2006.
|
|
|
|
|
|
|
|
|
| |
|
|
Intangible assets | |
|
Weighted average | |
|
|
acquired | |
|
amortization period | |
|
|
(in thousands) | |
|
(in years) | |
| |
Customer relationships
|
|
$ |
7,368 |
|
|
|
15 |
|
Tradename
|
|
|
24 |
|
|
|
3 |
|
Software
|
|
|
490 |
|
|
|
3 |
|
Non-compete agreement
|
|
|
300 |
|
|
|
5 |
|
|
|
|
Total
|
|
$ |
8,182 |
|
|
|
13.9 |
|
|
The amortization expense for intangible assets for the years
ended December 31, 2006, 2005 and 2004 was $699,000,
$18,000 and $32,000, respectively. The estimated aggregate
amortization expense for intangible assets, excluding the
impact, if any, of amortization expense associated with
intangible assets in connection with the acquisition of the
Target Companies, is $760,000 in each of the next
five years. See Note 17 of these consolidated financial
statements for additional information regarding the Target
Companies.
|
|
6. |
Prepaid expenses and other current assets |
Prepaid expenses and other current assets consisted of the
following as of December 31, 2006 and 2005:
|
|
|
|
|
|
|
|
|
| |
|
|
December 31, | |
|
|
| |
(in thousands) |
|
2006 | |
|
2005 | |
| |
Prepaid rent
|
|
$ |
187 |
|
|
$ |
469 |
|
Deferred sales commissions
|
|
|
588 |
|
|
|
|
|
Prepaid insurance
|
|
|
439 |
|
|
|
382 |
|
Prepaid software maintenance and royalties
|
|
|
1,633 |
|
|
|
639 |
|
Taxes, prepaid and receivable
|
|
|
4,986 |
|
|
|
6,734 |
|
Other
|
|
|
674 |
|
|
|
517 |
|
|
|
|
Total prepaid expenses and other current assets
|
|
$ |
8,507 |
|
|
$ |
8,741 |
|
|
F-22
Blackbaud, Inc.
Notes to consolidated financial
statements (Continued)
|
|
7. |
Accrued expenses and other current liabilities |
Accrued expenses and other current liabilities consisted of the
following as of December 31, 2006 and 2005:
|
|
|
|
|
|
|
|
|
| |
|
|
December 31, | |
|
|
| |
(in thousands) |
|
2006 | |
|
2005 | |
| |
Accrued bonuses
|
|
$ |
4,599 |
|
|
$ |
4,801 |
|
Accrued commissions and salaries
|
|
|
1,954 |
|
|
|
1,578 |
|
Customer credit balances
|
|
|
1,060 |
|
|
|
824 |
|
Taxes payable
|
|
|
4,703 |
|
|
|
3,699 |
|
Accrued accounting and legal fees
|
|
|
1,278 |
|
|
|
1,523 |
|
Accrued health care costs
|
|
|
489 |
|
|
|
839 |
|
Other
|
|
|
1,964 |
|
|
|
2,542 |
|
|
|
|
Total accrued expenses and other current liabilities
|
|
$ |
16,047 |
|
|
$ |
15,806 |
|
|
Deferred revenue consisted of the following as of
December 31, 2006 and 2005:
|
|
|
|
|
|
|
|
|
|
| |
|
|
December 31, | |
|
|
| |
(in thousands) |
|
2006 | |
|
2005 | |
| |
Maintenance
|
|
$ |
53,882 |
|
|
$ |
47,041 |
|
Subscriptions
|
|
|
5,461 |
|
|
|
3,489 |
|
Services
|
|
|
17,504 |
|
|
|
12,674 |
|
License fees and others
|
|
|
105 |
|
|
|
18 |
|
|
|
|
|
Total deferred revenue
|
|
|
76,952 |
|
|
|
63,222 |
|
Less: Long-term portion of deferred revenue
|
|
|
(1,874 |
) |
|
|
(1,279 |
) |
|
|
|
Current portion of deferred revenue
|
|
$ |
75,078 |
|
|
$ |
61,943 |
|
|
Revolving credit facility
On September 30, 2004, the Company entered into a credit
facility with Wachovia Bank, N.A., which replaced its prior
$15,000,000 revolving credit facility that was terminated in
July 2004. Amounts borrowed under the $30,000,000 credit
facility bear interest, at the Companys option, at a
variable rate based on the prime rate, federal funds rate or
LIBOR plus a margin of between 0.5% and 2.0% based on the
Companys consolidated leverage ratio. Amounts outstanding
under the credit facility are guaranteed by the Companys
operating subsidiaries and it is subject to certain covenants
including a maximum leverage ratio, minimum interest coverage
ratio and minimum net worth. Additionally, the credit facility
restricts the Companys ability to declare and pay
dividends and repurchase the Companys common stock. When
there are no outstanding amounts under the credit facility, the
Company may pay dividends to its
F-23
Blackbaud, Inc.
Notes to consolidated financial
statements (Continued)
stockholders and/or repurchase the Companys common stock
in an aggregate amount of up to 100% of the Companys cash
on hand as of the most recent fiscal quarter end. When there are
outstanding amounts under the credit facility, the Company may
pay dividends and/or repurchase common stock in an aggregate
amount of up to (1) 35% of cash on hand as of the most
recent fiscal quarter end, if the ratio of total indebtedness to
EBITDA (as defined in the credit facility) as of the most recent
quarter end is less than 1.00 to 1.00, or (2) 25% of cash
on hand as of the most recent fiscal quarter end, if such ratio
is equal to or greater than 1.00 to 1.00. Additionally, in order
to pay dividends and/or repurchase the Companys common
stock, the Company must be in compliance with the credit
facility, including each of the financial covenants, and the
Company must have cash on hand of at least $3,000,000, each
after giving effect to the payment of dividends and/or the
repurchase of the Companys common stock.
There were no principal or interest amounts outstanding under
the credit facility as of December 31, 2006. The
termination date of the credit facility is September 30,
2007.
Deferred financing costs
Amortization expense for deferred financing costs was $48,000,
$48,000 and $184,000 for the years ended December 31, 2006,
2005 and 2004, respectively.
|
|
10. |
Commitments and contingencies |
The Company currently leases office space and various office
equipment under operating leases. Total rental expense was
$2,586,000, $2,841,000 and $3,004,000 for the years ended
December 31, 2006, 2005 and 2004, respectively. The future
minimum lease commitments related to these agreements, as well
as the lease agreements discussed below, net of related sublease
commitments, are as follows:
|
|
|
|
|
| |
Year ending December 31, |
|
Operating | |
(in thousands) |
|
leases | |
| |
2007
|
|
$ |
4,870 |
|
2008
|
|
|
5,338 |
|
2009
|
|
|
5,710 |
|
2010
|
|
|
3,561 |
|
2011 and thereafter
|
|
|
206 |
|
|
|
|
|
Total minimum lease payments
|
|
$ |
19,685 |
|
|
Lease agreements
On October 13, 1999, the Company entered into a lease
agreement for office space with Duck Pond Creek, LLC, which is
owned by certain current and former minority stockholders of the
Company. The term of the lease is for ten years with two
five-year renewal options by the Company. The annual base rent
of the lease is $4,809,000 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 $484,000, $474,000 and
$488,000 for the years ended December 31, 2006, 2005 and
2004, respectively. The operating lease commitments will be
reduced by minimum aggregate sublease commitments of $478,000
and $128,000 for the years 2007 and 2008, respectively. No
minimum aggregate sublease commitments exist in 2009 and
thereafter. 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
F-24
Blackbaud, Inc.
Notes to consolidated financial
statements (Continued)
amounts are recorded as a reduction of rent expense and were
$2,203,000, $1,562,000 and $1,210,000 for the years ended
December 31, 2006, 2005 and 2004, respectively.
Additionally, the Company has entered into various,
insignificant leases for office space for its foreign operations
in the United Kingdom and Australia.
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 $200,000 for each of the three years ended
December 31, 2006, 2005 and 2004.
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 total minimum
annual purchase commitment under these arrangements is
approximately $227,000 through 2008. The Company incurred
expense under these arrangements of $727,000, $670,000 and
$607,000 for the years ended December 31, 2006, 2005 and
2004, 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.
Guarantees and indemnification obligations
The Company enters into agreements in the ordinary course of
business with, among others, customers, vendors and service
providers. Pursuant to certain of these agreements it has agreed
to indemnify the other party for certain matters, such as
property damage, personal injury, acts or omissions of the
Company, or its employees, agents or representatives, or
third-party claims alleging that the activities of our
contractual partner pursuant to the contract infringe a patent,
trademark or copyright of such third party.
The Company assesses the fair value of its liability on the
above indemnities to be immaterial based on historical
experience and information known at December 31, 2006.
The following summarizes the components of the income tax
expense:
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
Years ended December 31, | |
|
|
| |
|
|
2006 | |
|
2005 | |
|
2004 | |
|
|
as restated | |
|
as restated | |
|
as restated | |
(in thousands) |
|
(see Note 2) | |
|
(see Note 2) | |
|
(see Note 2) | |
| |
Current provision
|
|
$ |
6,422 |
|
|
$ |
(4,196 |
) |
|
$ |
6,230 |
|
Deferred provision
|
|
|
11,853 |
|
|
|
17,407 |
|
|
|
618 |
|
|
|
|
Total provision
|
|
$ |
18,275 |
|
|
$ |
13,211 |
|
|
$ |
6,848 |
|
|
F-25
Blackbaud, Inc.
Notes to consolidated financial
statements (Continued)
A reconciliation of the effect of applying the federal statutory
rate and the effective income tax rate used to calculate the
Companys income tax provision is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
Years ended December 31, | |
|
|
| |
|
|
2006 | |
|
2005 | |
|
2004 | |
|
|
as restated | |
|
as restated | |
|
as restated | |
|
|
(See Note 2) | |
|
(See Note 2) | |
|
(See Note 2) | |
| |
Statutory federal income tax rate
|
|
|
34.0 |
% |
|
|
34.0 |
% |
|
|
34.0 |
% |
State income taxes, net of federal benefit
|
|
|
3.1 |
|
|
|
3.6 |
|
|
|
5.9 |
|
Effect of change in federal income tax rate
|
|
|
0.9 |
|
|
|
0.8 |
|
|
|
0.8 |
|
Effect of change in federal income tax rate applied to deferred
tax asset
|
|
|
(0.3 |
) |
|
|
|
|
|
|
(9.0 |
) |
Effect of change in state income tax rate applied to deferred
tax asset
|
|
|
0.5 |
|
|
|
|
|
|
|
|
|
Effect of disqualifying dispositions of incentive stock options
|
|
|
(0.8 |
) |
|
|
(1.8 |
) |
|
|
(0.7 |
) |
Incremental South Carolina credits, net of federal benefit
|
|
|
(0.1 |
) |
|
|
(5.5 |
) |
|
|
|
|
Change in valuation reserve for state tax credits, net of
federal benefit
|
|
|
0.3 |
|
|
|
(2.0 |
) |
|
|
|
|
Nondeductible initial public offering costs
|
|
|
|
|
|
|
0.2 |
|
|
|
4.4 |
|
Other
|
|
|
0.1 |
|
|
|
(0.8 |
) |
|
|
(0.1 |
) |
|
|
|
Income tax provision effective rate
|
|
|
37.7 |
% |
|
|
28.5 |
% |
|
|
35.3 |
% |
|
F-26
Blackbaud, Inc.
Notes to consolidated financial
statements (Continued)
The significant components of the Companys deferred tax
asset were as follows:
|
|
|
|
|
|
|
|
|
| |
|
|
Year ended December 31, | |
|
|
| |
|
|
2006 | |
|
2005 | |
|
|
as restated | |
|
as restated | |
(in thousands) |
|
(see Note 2) | |
|
(see Note 2) | |
| |
Deferred tax assets:
|
|
|
|
|
|
|
|
|
Current
|
|
|
|
|
|
|
|
|
Research and other tax credits
|
|
$ |
2,730 |
|
|
$ |
360 |
|
Deferred revenue
|
|
|
1,189 |
|
|
|
965 |
|
Federal and state net operating loss carryforwards
|
|
|
771 |
|
|
|
6,191 |
|
Allowance for doubtful accounts
|
|
|
451 |
|
|
|
396 |
|
Other
|
|
|
597 |
|
|
|
1,133 |
|
Valuation allowance
|
|
|
(188 |
) |
|
|
(291 |
) |
|
|
|
Net current deferred tax assets
|
|
|
5,550 |
|
|
|
8,754 |
|
|
Noncurrent deferred tax assets:
|
|
|
|
|
|
|
|
|
Intangible assets
|
|
|
57,951 |
|
|
|
65,495 |
|
Research and other tax credits
|
|
|
7,401 |
|
|
|
9,788 |
|
Effect of expensing nonqualified stock options and restricted
stock
|
|
|
2,018 |
|
|
|
362 |
|
Other
|
|
|
1,456 |
|
|
|
275 |
|
Valuation allowance
|
|
|
(2,959 |
) |
|
|
(2,736 |
) |
|
|
|
Net noncurrent deferred tax assets
|
|
|
65,867 |
|
|
|
73,184 |
|
|
|
|
Total deferred tax assets
|
|
|
71,417 |
|
|
|
81,938 |
|
|
Deferred tax liabilities:
|
|
|
|
|
|
|
|
|
Current
|
|
|
(232 |
) |
|
|
(189 |
) |
Fixed assets
|
|
|
(2,448 |
) |
|
|
|
|
Noncurrent
|
|
|
(1,117 |
) |
|
|
(1,697 |
) |
|
|
|
Total deferred tax liabilities
|
|
|
(3,797 |
) |
|
|
(1,886 |
) |
|
|
|
Net deferred tax asset
|
|
$ |
67,620 |
|
|
$ |
80,052 |
|
|
At December 31, 2006, the Company had net operating loss
carryforwards for federal income tax purposes of $475,000 and
for state income tax purposes of $15,497,000 which were all
generated in 2005. These net operating loss carryforwards expire
in 2025.
As of December 31 2006, the Company had a federal foreign
tax credit of approximately $1,013,000, a federal general
business credit carryover of approximately $2,399,000, and a
federal alternative minimum tax credit of approximately $168,000
which will expire in 2011, 2025, and has no expiration date,
respectively. As of December 31, 2006 the Company had state
tax credits of approximately $10,060,000, $6,550,000 net of
tax, which will expire between 2009 and 2019, if unused. These
state tax credits had a valuation reserve of approximately
$4,834,000, $3,147,000 net of tax, as of December 31, 2006.
Income tax benefits of approximately $6,060,000 and $8,622,000,
which were attributable to employee stock option transactions
and restricted stock vesting, were recorded in
stockholders equity in fiscal 2006 and 2005, respectively.
F-27
Blackbaud, Inc.
Notes to consolidated financial
statements (Continued)
The following table illustrates the change in the Companys
deferred tax asset valuation allowance.
|
|
|
|
|
|
|
|
|
|
|
|
Balance at |
|
|
|
Balance at |
|
|
beginning |
|
|
|
end of |
(in thousands) |
|
of year |
|
Increase |
|
Decrease |
|
year |
|
2006
|
|
$3,027 |
|
124 |
|
(4) |
|
$3,147 |
2005
|
|
3,964 |
|
1,997 |
|
(2,934) |
|
3,027 |
2004
|
|
3,964 |
|
|
|
|
|
3,964 |
|
|
12. |
Stock-based compensation |
Employee stock-based compensation plans
The Company has three outstanding stock-based compensation
plans. The Companys Compensation Committee of the Board of
Directors administers the plans and the stock-based awards are
granted under terms determined by them. The total number of
authorized stock-based awards under these plans is 5,267,840.
The Company issues common stock from its pool of authorized
stock upon exercise of stock options or upon granting of
restricted stock.
The Company issues or has issued three types of award under
these plans; stock options, restricted stock and SARs. The
following table sets forth the number of awards outstanding for
each award type as of December 31, 2006 and 2005.
|
|
|
|
|
|
|
|
|
| |
|
|
Outstanding at | |
|
|
December 31, | |
|
|
| |
Award type |
|
2006 | |
|
2005 | |
| |
Stock options
|
|
|
2,364,360 |
|
|
|
3,931,632 |
|
Restricted stock
|
|
|
597,608 |
|
|
|
487,733 |
|
Stock appreciation rights
|
|
|
207,791 |
|
|
|
|
|
|
The majority of the stock-based awards granted under these plans
have a 10-year
contractual term. The option to
purchase 800,000 shares of common stock granted on
November 28, 2005, to the current Chief Executive Officer
(CEO), has a
7-year contractual
term. Additionally, SARs have a
5-year contractual life.
The Company recognizes compensation expense associated with
options on an accelerated basis consistent with the method of
amortization used prior to adoption of SFAS 123(R) over the
requisite service period of the individual grantees, which
generally equals the vesting period. The Company recognizes
compensation expense associated with restricted stock and SARs
on a straight-line basis over the requisite service period of
the individual grantees, which generally equals the vesting
period.
F-28
Blackbaud, Inc.
Notes to consolidated financial
statements (Continued)
Stock options
The following table summarizes the options outstanding, vested
and unvested under each of the Companys stock-based
compensation plans as of December 31, 2006.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
Date of | |
|
Options | |
|
Options | |
|
Options | |
|
Range of | |
Plan |
|
adoption | |
|
outstanding | |
|
vested | |
|
unvested | |
|
exercise prices | |
| |
1999 Stock Option Plan
|
|
|
October 13, 1999 |
|
|
|
341,270 |
|
|
|
341,270 |
|
|
|
|
|
|
$ |
4.80 |
|
2001 Stock Option Plan
|
|
|
July 1, 2001 |
|
|
|
1,020,320 |
|
|
|
840,421 |
|
|
|
179,899 |
|
|
$ |
4.80-$9.04 |
|
2004 Stock Plan
|
|
|
March 23, 2004 |
|
|
|
1,002,770 |
|
|
|
269,748 |
|
|
|
733,022 |
|
|
$ |
8.00-$16.10 |
|
|
|
|
|
|
|
Total
|
|
|
|
|
|
|
2,364,360 |
|
|
|
1,451,439 |
|
|
|
912,921 |
|
|
|
|
|
|
All options granted under the 1999 Stock Option Plan are fully
vested.
The options granted under the 2001 Stock Option Plan vest in
equal annual installments over four years from the date of grant
and are subject to accelerated vesting upon a change in control
of the Company as defined in the plan. The option grants under
this plan include a provision whereby the Company has the right
to call shares exercised under the grants at a discount from
fair market value if the employee is terminated for cause, as
defined. This provision expired upon the Companys initial
public offering. The inclusion of this provision required the
Company to account for all options issued under this plan after
January 18, 2001 as variable awards and record compensation
expense for the difference between the exercise price and the
fair market value of the stock at each reporting date.
The options granted under the 2004 Stock Plan vest in equal
annual installments over four years from the grant date, with
the exception of an option to purchase 800,000 shares granted to
the CEO which vests 25% on the first anniversary from the date
of grant and the remaining 75% in 12 equal quarterly
installments and are subject to accelerated vesting upon a
change in control of the Company as provided in his employment
and stock option agreements.
A summary of outstanding options as of December 31, 2006,
and changes during the year then ended, is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
Weighted | |
|
|
|
|
Weighted | |
|
average | |
|
|
|
|
average | |
|
remaining | |
|
Aggregate | |
|
|
Share | |
|
exercise | |
|
contractual | |
|
intrinsic value | |
Options |
|
options | |
|
price | |
|
term (in years) | |
|
(in thousands) | |
| |
Outstanding at January 1, 2006
|
|
|
3,931,632 |
|
|
$ |
7.69 |
|
|
|
|
|
|
|
|
|
Exercised
|
|
|
(1,448,668 |
) |
|
|
5.36 |
|
|
|
|
|
|
|
|
|
Forfeited
|
|
|
(118,604 |
) |
|
|
7.66 |
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding at December 31, 2006
|
|
|
2,364,360 |
|
|
$ |
9.11 |
|
|
|
5.2 |
|
|
$ |
40,920 |
|
|
|
|
Vested and exercisable at December 31, 2006
|
|
|
1,451,439 |
|
|
$ |
6.57 |
|
|
|
4.5 |
|
|
$ |
28,815 |
|
|
The weighted-average grant-date fair value of options granted
during the years 2005 and 2004 was $10.93 and $7.22,
respectively. The total intrinsic value of options exercised
during the years ended December 31, 2006, 2005 and 2004 was
$22,000,000, $58,351,000 and $565,000, respectively.
F-29
Blackbaud, Inc.
Notes to consolidated financial
statements (Continued)
All outstanding options granted by the Company had a fair market
value assigned at grant date based on the use of the
Black-Scholes option pricing model. Significant assumptions used
in that model for stock options granted in 2005 and 2004 are as
follows:
|
|
|
|
|
|
|
|
|
| |
|
|
Years ended December 31, | |
|
|
| |
|
|
2005 | |
|
2004 | |
| |
Volatility
|
|
|
80.96% |
|
|
|
77.47% |
|
Dividend yield
|
|
|
1.20% |
|
|
|
0.00% |
|
Risk-free interest rate
|
|
|
4.32% |
|
|
|
3.83% |
|
Expected option life in years
|
|
|
5.54 |
|
|
|
7.49 |
|
|
No options were granted during the year ended December 31,
2006. Since the Company has been publicly traded for less than
the expected life of the stock options, the expected volatility
assumption is determined by calculating the volatility for a
number of comparable companies and calculating the average
expected volatility over the expected life of the option. The
dividend yield is based on the adopted dividend policy in effect
at the time of grant. The risk-free interest rate is based on
United States Treasury rate for a term consistent with the
expected life of the awards at the time of grant. The expected
life of the option represents the length of time from grant
until the option is exercised based on experience.
Restricted stock
The Company has also granted shares of common stock subject to
certain restrictions under the 2004 Stock Plan. Restricted stock
granted to employees vest in equal annual installments over four
years from the grant date. However, restricted stock granted to
non-employee directors vests after one year. The fair market
value of the stock at the time of the grant is amortized on a
straight-line basis to expense over the period of vesting.
Recipients of restricted stock have the right to vote such
shares and receive dividends. Income tax benefits resulting from
the vesting of restricted stock are recognized in the period the
restrictions lapse to the extent expense has been recognized.
Tax benefits associated with stock-based compensation in excess
of the related book expense recorded are credited to additional
paid-in capital within stockholders equity. The Company
purchased 34,582 shares from restricted stock holders upon
lapsing of stock restrictions in order for holders to satisfy
personal tax liabilities. There were 597,608 shares related
to restricted stock outstanding and unvested at
December 31, 2006.
A summary of unvested restricted stock as of December 31,
2006, and changes during the year then ended, is as follows:
|
|
|
|
|
|
|
|
|
| |
|
|
Weighted | |
|
|
average | |
|
|
Restricted | |
|
grant-date | |
Unvested restricted stock |
|
stock | |
|
fair value | |
| |
Nonvested at January 1, 2006
|
|
|
487,733 |
|
|
$ |
14.52 |
|
Granted
|
|
|
284,295 |
|
|
|
26.04 |
|
Vested
|
|
|
(116,343 |
) |
|
|
14.39 |
|
Forfeited
|
|
|
(58,077 |
) |
|
|
14.43 |
|
|
|
|
Nonvested at December 31, 2006
|
|
|
597,608 |
|
|
$ |
20.04 |
|
|
F-30
Blackbaud, Inc.
Notes to consolidated financial
statements (Continued)
The total fair value of restricted stock that vested during the
year ended December 31, 2006 was $2,763,000. No restricted
stock vested during the years ended December 31, 2005 and
2004.
Stock appreciation rights
During 2006, the Company granted SARs under the 2004 Stock Plan
to certain members of management. The SARs will be settled in
stock at the time of exercise and vest three years from the date
of grant subject to the recipients continued employment
with the Company. The number of shares issued upon the exercise
of the SARs is calculated as the difference between the share
price of the Companys stock on the date of exercise and
the date of grant multiplied by the number of SARs divided by
the share price on the exercise date.
During 2006, a total of 207,791 SARs were granted with a
weighted-average exercise price of $26.75 and a weighted average
grant-date fair value of $8.19. There were no SARs granted
during 2005 and 2004. No SARs were vested, exercisable or had
been exercised as of December 31, 2006. There were 207,791
SARs outstanding and unvested at December 31, 2006, with a
weighted average remaining contractual term of 4.8 years.
All outstanding SARs granted by the Company had a fair market
value assigned at the grant date based on the use of the
Black-Scholes option pricing model. Significant assumptions used
in that model for SARs granted in 2006 are as follows:
|
|
|
|
|
|
Year ended December 31, 2006 |
|
Volatility
|
|
40.97% |
Dividend yield
|
|
1.10% |
Risk-free interest rate
|
|
4.64% |
Expected SAR life in years
|
|
3.00 |
|
Since the Company has been publicly traded for less than three
years, the expected volatility assumption is determined by
calculating volatility for a number of comparable companies and
calculating the average expected volatility over the expected
life of the award. The dividend yield is based on the adopted
dividend policy in effect at the time of grant. The risk-free
interest rate is based on United States Treasury rate for a term
consistent with the expected life of the awards at the time of
grant. The expected life of the SARs represents the length of
time from grant until settlement of the award based on the terms
of SAR.
Stock-based compensation
Beginning on January 1, 2006, the Company adopted
SFAS No. 123(R). See Note 1 of the consolidated
financial statements for a description of the Companys
adoption. The adoption of SFAS No. 123(R) had a
significant impact on the Companys results of operations.
The Companys consolidated statements of operations for the
years ended December 31, 2006, 2005 and 2004 includes
$7,400,000, $315,000 and $18,379,000 of stock-based compensation
expense, respectively.
Prior to the adoption of SFAS No. 123(R), the Company
accounted for options and other stock-based awards under APB
No. 25. Because of certain provisions in certain of the
option agreements, the Company was required to account for these
options under variable accounting. Variable accounting requires
marking these options to the market price on the reporting date
and recognizing a corresponding expense or benefit in the
financial statements. The Company began recognizing the expense
on restricted stock in the third
F-31
Blackbaud, Inc.
Notes to consolidated financial
statements (Continued)
quarter of 2005 when restricted stock was first granted. The
components of stock-based compensation expense (benefit) for the
year ended December 31, 2005 are presented below:
|
|
|
|
|
| |
(in thousands) |
|
2005 | |
| |
Charge (credit) to adjust deferred compensation associated
with fully vested options of former CEO to period end closing
stock price
|
|
$ |
(4,363 |
) |
Charge to adjust deferred compensation associated with option
exercises of former CEO to stock price on date of transaction
|
|
|
3,545 |
|
Amortization of deferred compensation associated with formerly
variable options which became fixed upon the Companys
initial public offering
|
|
|
765 |
|
Amortization of deferred compensation associated with restricted
stock grants
|
|
|
368 |
|
|
|
|
|
Total
|
|
$ |
315 |
|
|
The adoption of SFAS No. 123(R) resulted in the
reclassification of $6,497,000 of unamortized deferred
compensation that had previously been subject to variable
accounting under APB No. 25, and a nominal cumulative
effect adjustment to apply an assumed forfeiture rate to expense
previously taken on options unvested as of the date of adoption.
As of December 31, 2006, the total compensation costs
related to nonvested awards not yet recognized was $16,868,000
to be recognized over a weighted average period of
1.63 years. During the year ended December 31, 2006,
the Company received $7,883,000 related to the exercise of
options. The tax benefit realized from stock options exercised
during the year ended December 31, 2006, was $6,060,000.
The modified prospective transition method of
SFAS No. 123(R) requires the windfall benefits of tax
deductions in excess of recognized compensation cost to be
reported as a financing cash flow, rather than as an operating
cash flow as previously required under EITF Issue
No. 00-15,
Classification in the Statement of Cash Flows of the
Income Tax Benefit Received by a Company upon Exercise of a
Nonqualified Employee Stock Option. As a result, for the
year ended December 31, 2006, this requirement resulted in
the classification of $6,041,000 of excess windfall tax benefits
as a net financing cash inflow which would have previously been
reported as an operating cash inflow. For the year ended
December 31, 2006, those amounts are reported as financing
cash flows in the statements of cash flows.
For the year ended December 31, 2006, the effects of
applying the provisions of SFAS 123(R), as compared to as
if reported under APB 25, on our operating results were as
follows:
|
|
|
|
|
|
| |
|
|
Year ended December 31, 2006 | |
|
|
| |
|
|
Effect of | |
(in thousands, except share and per share amounts) |
|
SFAS 123(R) | |
| |
Income from operations
|
|
|
$(5,328 |
) |
Income before income taxes
|
|
|
(5,328 |
) |
Net income
|
|
|
(3,848 |
) |
Cash flow from operating activities
|
|
|
(6,041 |
) |
Cash flow from financing activities
|
|
|
6,041 |
|
Earnings per share:
|
|
|
|
|
|
Basic
|
|
|
$(0.09 |
) |
|
Diluted
|
|
|
$(0.09 |
) |
F-32
Blackbaud, Inc.
Notes to consolidated financial
statements (Continued)
Preferred stock
The Company has 20,000,000 shares of preferred stock
authorized. No shares were issued and outstanding at
December 31, 2006 and 2005. 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 16, 2006, the Companys Board of Directors
approved an increase to the Companys annual dividend from
$0.20 per share to $0.28 per share and declared its
first quarter dividend of $0.07 per share, which was paid
on March 15, 2006 to stockholders of record on
February 28, 2006.
On May 5, 2006, the Companys Board of Directors
declared a second quarter dividend of $0.07 per share,
which was paid on June 15, 2006 to stockholders of record
on May 28, 2006.
On August 7, 2006, the Companys Board of Directors
declared a third quarter dividend of $0.07 per share, which
was paid on September 15, 2006 to stockholders of record on
August 28, 2006.
On October 27, 2006, the Companys Board of Directors
declared a fourth quarter dividend of $0.07 per share
payable on December 15, 2006 to stockholders of record on
November 28, 2006.
Treasury stock
The following table sets forth the changes in treasury stock for
the years ended December 31, 2006 and 2005:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
(in thousands, expect shares) |
|
Plan date | |
|
Shares | |
|
Amount | |
| |
Balance as of January 1, 2005
|
|
|
|
|
|
|
|
|
|
$ |
|
|
Stock purchased in connection with stock repurchase
|
|
|
|
|
|
|
|
|
|
|
|
|
|
program
|
|
|
February 1, 2005 |
|
|
|
861,076 |
|
|
|
10,630 |
|
Stock purchased in connection with self-tender offer
|
|
|
May 31, 2005 |
|
|
|
2,965,517 |
|
|
|
43,305 |
|
Stock purchased in connection with stock repurchase
|
|
|
|
|
|
|
|
|
|
|
|
|
|
program
|
|
|
July 26, 2005 |
|
|
|
440,720 |
|
|
|
6,967 |
|
|
|
|
|
|
|
Balance as of December 31, 2005
|
|
|
|
|
|
|
4,267,313 |
|
|
|
60,902 |
|
Stock purchased in connection with stock repurchase
|
|
|
|
|
|
|
|
|
|
|
|
|
|
program
|
|
|
July 26, 2005 |
|
|
|
442,000 |
|
|
|
7,797 |
|
Stock acquired via surrender of shares of restricted stock
|
|
|
|
|
|
|
|
|
|
|
|
|
|
to the Company upon vesting for settlement of taxes
|
|
|
|
|
|
|
34,582 |
|
|
|
931 |
|
|
|
|
|
|
|
Balance as of December 31, 2006
|
|
|
|
|
|
|
4,743,895 |
|
|
$ |
69,630 |
|
|
Self-tender offer
On May 31, 2005, the Companys Board of Directors
approved a self-tender offer to purchase up to
2,620,690 shares of its common stock for $14.50 per
share. On June 3, 2005, the Company commenced the
self-tender offer to purchase shares of its common stock which
expired on July 1, 2005. On July 5, 2005, the
Companys Board of Directors approved the purchase of an
additional 344,827 shares under the
F-33
Blackbaud, Inc.
Notes to consolidated financial
statements (Continued)
self-tender offer and on July 13, 2005, the Company
completed the purchase of 2,965,517 shares of its common
stock for a total of $43.3 million. This amount was
recorded as an increase in treasury stock.
Stock purchase programs
On February 1, 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. The
Company repurchased 861,076 shares under this program at an
average price per share of $12.34. The Company accounts for
purchases of treasury stock under the cost method which resulted
in an increase to the treasury stock balance of $10,630,000 as
of December 31, 2005. This program was terminated on
June 3, 2005.
On July 26, 2005, the Companys Board of Directors
approved a stock repurchase program that authorized the Company
to 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. The
Company has repurchased 882,720 shares under this program
at an average price per share of $16.73. The Company accounts
for purchases of treasury stock under the cost method which
resulted in an increase to the treasury stock balance of
$14,764,000 as of December 31, 2006. This plan was still in
effect at December 31, 2006.
|
|
14. |
Employee profit-sharing plan |
The Company has a 401(k) profit-sharing plan (the
Plan) covering substantially all employees.
Employees can contribute between 1% and 30% of their salaries in
2006 and 2005 and the Company matches 50% of qualified
employees contributions up to 6% of their salary. The Plan
also provides for additional employer contributions to be made
at the Companys discretion. Total matching contributions
to the Plan for the years ended December 31, 2006, 2005 and
2004 were $1,869,000, $1,517,000 and $1,139,000, respectively.
There was no discretionary contribution by the Company to the
Plan in 2006, 2005 and 2004.
The Company has adopted SFAS No. 131,
Disclosures about Segments of an Enterprise and Related
Information. SFAS No. 131 establishes standards
for the reporting by business enterprises of information about
operating segments, products and services, geographic areas, and
major customers. The method of determining what information is
reported is based on the way that management organizes the
operating segments within the Company for making operational
decisions and assessments of financial performance. The Company
has determined that its reportable segments are those that are
based upon internal financial reports that disaggregate certain
operating information into six reportable segments. The
Companys chief operating decision maker, as defined in
SFAS No. 131, is its chief executive officer, or CEO.
In the first quarter of 2006, as part of the continued
refinement of its business strategy, the Company identified two
modifications to its method of operating and evaluating its
business units, and as a result, the Company modified its
segment reporting under SFAS No. 131. At the beginning of
2006, the Company combined its consulting and training
businesses under one managerial structure and began reporting
the results of operations of these business units to the CEO as
a combined entity. Additionally, as a result of the increased
significance of its subscription revenue, the Company began to
report separately the results of this business unit, previously
included with the software maintenance segment. Accordingly, the
Company has amended its segment disclosure from the prior year
to reflect these
F-34
Blackbaud, Inc.
Notes to consolidated financial
statements (Continued)
changes. Additionally, as a result of the change in segment
reporting, the Company has modified the consolidated statements
of operations to reflect the reclassification of subscription
revenue and cost of revenue to be shown separately.
The CEO uses the information presented in these reports to make
certain operating decisions. The CEO does not review any report
presenting segment balance sheet information. The segment
revenues and direct controllable costs, which include salaries,
related benefits, third-party contractors, data expense and
classroom rentals, for the years ended December 31, 2006,
2005 and 2004 were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
Consulting | |
|
|
|
|
and | |
|
|
|
Maintenance | |
|
Subscriptions | |
|
|
|
Total | |
|
|
License | |
|
education | |
|
Analytic | |
|
as restated | |
|
as restated | |
|
|
|
as restated | |
(in thousands) |
|
fees | |
|
services(1) | |
|
services(2) | |
|
(see Note 2) | |
|
(see Note 2) | |
|
Other | |
|
(see Note 2) | |
| |
December 31, 2006
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue |
|
$ |
32,500 |
|
|
$ |
53,670 |
|
|
$ |
7,572 |
|
|
$ |
80,893 |
|
|
$ |
10,605 |
|
|
$ |
6,140 |
|
|
$ |
191,380 |
|
|
Direct controllable costs |
|
|
2,260 |
|
|
|
25,985 |
|
|
|
3,681 |
|
|
|
10,758 |
|
|
|
2,105 |
|
|
|
5,696 |
|
|
|
50,485 |
|
|
|
|
|
|
Segment income
|
|
|
30,240 |
|
|
|
27,685 |
|
|
|
3,891 |
|
|
|
70,135 |
|
|
|
8,500 |
|
|
|
444 |
|
|
|
140,895 |
|
|
Corporate costs not allocated |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,786 |
|
|
Operating expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
86,979 |
|
|
Interest income, net |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,536 |
) |
|
Other expense, net |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
238 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before provision for income taxes
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
48,428 |
|
|
December 31, 2005
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue |
|
$ |
29,978 |
|
|
$ |
46,943 |
|
|
$ |
5,663 |
|
|
$ |
71,163 |
|
|
$ |
6,965 |
|
|
$ |
5,237 |
|
|
$ |
165,949 |
|
|
Direct controllable costs |
|
|
4,380 |
|
|
|
21,098 |
|
|
|
3,607 |
|
|
|
8,607 |
|
|
|
1,301 |
|
|
|
4,911 |
|
|
|
43,904 |
|
|
|
|
|
|
Segment income
|
|
|
25,598 |
|
|
|
25,845 |
|
|
|
2,056 |
|
|
|
62,556 |
|
|
|
5,664 |
|
|
|
326 |
|
|
|
122,045 |
|
|
Corporate costs not allocated |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,226 |
|
|
Operating expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
70,442 |
|
|
Interest income, net |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(915 |
) |
|
Other expense (income), net |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(6 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before provision for income taxes
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
46,298 |
|
|
December 31, 2004
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue |
|
$ |
25,387 |
|
|
$ |
37,708 |
|
|
$ |
5,085 |
|
|
$ |
63,081 |
|
|
$ |
3,686 |
|
|
$ |
4,316 |
|
|
$ |
139,263 |
|
|
Direct controllable costs |
|
|
3,545 |
|
|
|
17,171 |
|
|
|
2,914 |
|
|
|
8,202 |
|
|
|
290 |
|
|
|
3,956 |
|
|
|
36,078 |
|
|
|
|
|
|
Segment income
|
|
|
21,842 |
|
|
|
20,537 |
|
|
|
2,171 |
|
|
|
54,879 |
|
|
|
3,396 |
|
|
|
360 |
|
|
|
103,185 |
|
|
Corporate costs not allocated |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,122 |
|
|
Operating expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
79,080 |
|
|
Interest income, net |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(59 |
) |
|
Other expense (income), net |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(356 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before provision for income taxes
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
19,398 |
|
|
|
|
(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 and data
modeling services. |
F-35
Blackbaud, Inc.
Notes to consolidated financial
statements (Continued)
The Company also derives a portion of its revenue from its
foreign operations. The following table presents revenue by
geographic region based on country of invoice origin and
identifiable and long-lived assets by geographic region based on
the location of the assets.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
(in thousands) |
|
Domestic | |
|
Canada | |
|
Europe | |
|
Pacific | |
|
Total | |
| |
Revenue from external customers:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006, as restated (see Note 2) |
|
$ |
165,230 |
|
|
$ |
9,732 |
|
|
$ |
13,552 |
|
|
$ |
2,866 |
|
|
$ |
191,380 |
|
|
2005, as restated (see Note 2) |
|
|
143,570 |
|
|
|
8,318 |
|
|
|
12,047 |
|
|
|
2,014 |
|
|
|
165,949 |
|
|
2004, as restated (see Note 2) |
|
|
118,262 |
|
|
|
7,029 |
|
|
|
12,437 |
|
|
|
1,535 |
|
|
|
139,263 |
|
Property and equipment:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2006 |
|
|
9,901 |
|
|
|
|
|
|
|
600 |
|
|
|
23 |
|
|
|
10,524 |
|
|
December 31, 2005 |
|
|
8,308 |
|
|
|
|
|
|
|
368 |
|
|
|
24 |
|
|
|
8,700 |
|
|
The Company generated license fee revenue from its principal
products as indicated in the table below:
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
December 31, | |
|
|
| |
(in thousands) |
|
2006 | |
|
2005 | |
|
2004 | |
| |
Raisers Edge
|
|
$ |
20,293 |
|
|
$ |
19,023 |
|
|
$ |
16,469 |
|
Financial Edge
|
|
|
5,256 |
|
|
|
6,031 |
|
|
|
5,395 |
|
Education Edge
|
|
|
2,312 |
|
|
|
1,442 |
|
|
|
1,336 |
|
Emerging products
|
|
|
4,639 |
|
|
|
3,482 |
|
|
|
2,187 |
|
|
|
|
|
|
$ |
32,500 |
|
|
$ |
29,978 |
|
|
$ |
25,387 |
|
|
It is impractical for the Company to identify its other revenues
by product category.
F-36
Blackbaud, Inc.
Notes to consolidated financial
statements (Continued)
|
|
16. |
Quarterly unaudited results (as restated) |
The selected quarterly information has been restated to reflect
the adjustments related to the restatement discussed in
Note 2 to the Companys Consolidated Financial
Statements. The table sets forth the as previously
reported quarterly information from the Original
Form 10-K and the
as restated quarterly information reflecting
adjustments related to the restatement for each quarter of 2006
and 2005.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
March 31, 2006 | |
|
June 30, 2006 | |
|
September 30, 2006 | |
|
December 31, 2006 | |
|
|
| |
|
| |
|
| |
|
| |
|
|
As | |
|
|
|
As | |
|
|
|
As | |
|
|
|
As | |
|
|
(In thousands, except |
|
previously | |
|
As | |
|
previously | |
|
As | |
|
previously | |
|
As | |
|
previously | |
|
As | |
per share data) |
|
reported | |
|
restated | |
|
reported | |
|
restated | |
|
reported | |
|
restated | |
|
reported | |
|
restated | |
| |
Total revenue
|
|
$ |
43,732 |
|
|
$ |
43,552 |
|
|
$ |
48,777 |
|
|
$ |
48,639 |
|
|
$ |
49,890 |
|
|
$ |
49,786 |
|
|
$ |
49,560 |
|
|
$ |
49,403 |
|
Gross profit
|
|
|
30,114 |
|
|
|
29,934 |
|
|
|
34,677 |
|
|
|
34,539 |
|
|
|
35,559 |
|
|
|
35,455 |
|
|
|
34,338 |
|
|
|
34,181 |
|
Income from operations
|
|
|
9,216 |
|
|
|
9,036 |
|
|
|
12,437 |
|
|
|
12,299 |
|
|
|
13,660 |
|
|
|
13,556 |
|
|
|
12,396 |
|
|
|
12,239 |
|
Income before provision for income taxes
|
|
|
9,324 |
|
|
|
9,144 |
|
|
|
12,546 |
|
|
|
12,408 |
|
|
|
14,076 |
|
|
|
13,972 |
|
|
|
13,061 |
|
|
|
12,904 |
|
Net income
|
|
|
5,670 |
|
|
|
5,560 |
|
|
|
7,730 |
|
|
|
7,648 |
|
|
|
8,503 |
|
|
|
8,436 |
|
|
|
8,605 |
|
|
|
8,509 |
|
Earnings per share
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
$ |
0.13 |
|
|
$ |
0.13 |
|
|
$ |
0.18 |
|
|
$ |
0.18 |
|
|
$ |
0.20 |
|
|
$ |
0.19 |
|
|
$ |
0.20 |
|
|
$ |
0.20 |
|
|
Diluted
|
|
$ |
0.13 |
|
|
$ |
0.12 |
|
|
$ |
0.17 |
|
|
$ |
0.17 |
|
|
$ |
0.19 |
|
|
$ |
0.19 |
|
|
$ |
0.19 |
|
|
$ |
0.19 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
March 31, 2005 | |
|
June 30, 2005 | |
|
September 30, 2005 | |
|
December 31, 2005 | |
|
|
| |
|
| |
|
| |
|
| |
|
|
As | |
|
|
|
As | |
|
|
|
As | |
|
|
|
As | |
|
|
(In thousands, except |
|
previously | |
|
As | |
|
previously | |
|
As | |
|
previously | |
|
As | |
|
previously | |
|
As | |
per share data) |
|
reported | |
|
restated | |
|
reported | |
|
restated | |
|
reported | |
|
restated | |
|
reported | |
|
restated | |
| |
Total revenue
|
|
$ |
37,403 |
|
|
$ |
37,258 |
|
|
$ |
42,808 |
|
|
$ |
42,745 |
|
|
$ |
43,144 |
|
|
$ |
43,075 |
|
|
$ |
42,941 |
|
|
$ |
42,871 |
|
Gross profit
|
|
|
26,104 |
|
|
|
25,960 |
|
|
|
30,335 |
|
|
|
30,271 |
|
|
|
30,582 |
|
|
|
30,514 |
|
|
|
29,145 |
|
|
|
29,074 |
|
Income from operations
|
|
|
17,284 |
|
|
|
17,139 |
|
|
|
9,006 |
|
|
|
8,944 |
|
|
|
10,717 |
|
|
|
10,648 |
|
|
|
8,717 |
|
|
|
8,646 |
|
Income before provision for income taxes
|
|
|
17,412 |
|
|
|
17,267 |
|
|
|
9,432 |
|
|
|
9,368 |
|
|
|
10,862 |
|
|
|
10,794 |
|
|
|
8,939 |
|
|
|
8,869 |
|
Net income
|
|
|
10,859 |
|
|
|
10,770 |
|
|
|
8,535 |
|
|
|
8,488 |
|
|
|
7,720 |
|
|
|
7,678 |
|
|
|
6,187 |
|
|
|
6,151 |
|
Earnings per share
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
$ |
0.25 |
|
|
$ |
0.25 |
|
|
$ |
0.19 |
|
|
$ |
0.19 |
|
|
$ |
0.18 |
|
|
$ |
0.18 |
|
|
$ |
0.15 |
|
|
$ |
0.15 |
|
|
Diluted
|
|
$ |
0.23 |
|
|
$ |
0.23 |
|
|
$ |
0.18 |
|
|
$ |
0.17 |
|
|
$ |
0.17 |
|
|
$ |
0.17 |
|
|
$ |
0.14 |
|
|
$ |
0.14 |
|
Earnings per common share is computed independently for each of
the periods presented and, therefore, may not add up to the
total for the year.
The comparability of results for the periods presented above is
impacted by the adoption of SFAS 123(R) as of January 1,
2006 and as described in Note 12.
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 $57,000,000 in a cash deal, financed by a
combination of cash on hand and borrowings under the
Companys credit facility. An
F-37
Blackbaud, Inc.
Notes to consolidated financial
statements (Continued)
additional amount of up to $2,400,000 is contingently payable to
sellers under an earn-out arrangement based upon performance of
the acquired businesses over the next year.
The acquisition of the Target Companies occurred subsequent to
December 31, 2006. Accordingly, the results of operations
of the two acquired entities are not included in the
consolidated statement of operations of Blackbaud, Inc. for the
year ended December 31, 2006. A valuation of the tangible
and intangible assets of the assets purchased and liabilities
assumed of the Target Companies has not been completed as of the
date of this report.
In January 2007, the Company borrowed $30,000,000 under the
credit facility in connection with the acquisition of the Target
Companies. Upon expiration of the credit facility on
September 30, 2007, amounts outstanding under this credit
facility, if any, will be included in the negotiations of any
new credit facility.
On February 2, 2007 the Companys Board of Directors
approved an increase in its annual dividend from $0.28 to
$0.34 per share and declared a first quarter dividend of
$0.085 per share payable on March 15, 2007 to
stockholders of record on February 28, 2007.
F-38