Blackbaud (BLKB) 8-K/A Financial Statements and Exhibits

Exhibit 99.3

Blackbaud, Inc.

Target Analysis Group, Inc. and Target Software, Inc.

Unaudited Pro Forma Condensed
Combined Financial Statements

On January 16, 2007, Blackbaud, Inc. (“Blackbaud”) acquired privately owned Target Software, Inc. and Target Analysis Group, Inc., (together referred to as “Target”) companies that were related through common ownership based in Cambridge, Massachusetts. Blackbaud paid approximately $54.0 million in cash to the stockholders of Target. The stockholders of Target are also entitled to receive up to an additional $2.4 million pursuant to a one-year earnout arrangement. Blackbaud also paid approximately $2.1 million to holders of options to purchase shares of Target stock as well as $0.8 million to certain senior executives of Target in connection with entering into noncompetition agreements. Blackbaud financed the acquisitions through a combination of cash and borrowings under its credit facility with Wachovia Bank, N.A. Additionally, Blackbaud incurred approximately $1.9 million of direct acquisition-related costs.

The unaudited pro forma condensed combined balance sheet was prepared as if the acquisition of Target had occurred on December 31, 2006. The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2006 was prepared as if the acquisition had occurred on January 1, 2006.

The unaudited pro forma adjustments are based upon available information and assumptions that Blackbaud believes are reasonable. The unaudited pro forma condensed combined balance sheet and statement of operations and related notes thereto should be read in conjunction with Blackbaud’s historical consolidated financial statements as previously filed on Blackbaud’s Annual Report on Form 10-K for the year ended December 31, 2006, filed with the Securities and Exchange Commission (the “Commission”) on February 28, 2007. In addition, this unaudited condensed combined pro forma information should be read in conjunction with the historical combined financial statements of Target included within this Amendment to Current Report on Form 8-K.

These unaudited pro forma condensed combined financial statements are prepared for informational purposes only and are not necessarily indicative of future results or of actual results that would have been achieved had the acquisition of Target been consummated as of January 1, 2006. The pro forma financial statements do not give effect to any cost savings or incremental costs that may result from the integration of Blackbaud and Target.

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Blackbaud, Inc.
Unaudited pro forma condensed combined balance sheet
As of December 31, 2006
(in thousands, except share amounts)

	Historical					Pro Forma
	Blackbaud			Target		Adjustments			Combined
Assets
Current assets:
Cash and cash equivalents	$	67,783		$	547		(58,836	)(a)		37,573
							30,000	(a)
							(1,921	)(p)
Cash, restricted		518			—		—			518
Accounts receivable, net of allowance		29,505			5,173		—			34,678
Prepaid expenses and other current assets		8,507			572		(202	)(b)		8,751
							(126	)(p)
Deferred tax asset, current portion		4,129			—		568	(i)		4,697
Total current assets		110,442			6,292		(30,517	)		86,217
Property and equipment, net		10,524			2,320		—			12,844
Deferred tax asset		62,302			—					62,302
Goodwill		2,518			142		(142	)(d)		40,432
							37,914	(c)
Intangible assets, net		7,986			1,053		(1,053	)(d)		30,309
							22,323	(f)
Other assets		48			299		(299	)(b)		48
Total assets	$	193,820		$	10,106	$	28,226		$	232,152
Liabilities and stockholders’ equity
Current liabilities:
Revolving line of credit		—			320		(320	)(p)		—
Loans from stockholders, current portion		—			1,064		(1,064	)(p)		—
Capital lease obligations, current portion		—			493		—			493
Long term debt, current portion		—			662		30,000	(a)		30,000
							(662	)(p)
Trade accounts payable		5,863			156		—			6,019
Accrued expenses and other current liabilities		16,047			1,492		2,930	(g)		20,399
							(69	)(e)
							(1	)(p)
Deferred acquisition costs, current portion		518			—		—			518
Deferred revenue		72,015			1,909		(446	)(h)		73,478
Total current liabilities		94,443			6,096		30,368			130,907
Long-term liabilities:
Deferred acquisition costs, long-term portion		271			—		—			271
Capital lease obligations, long-term portion		—			1,042		—			1,042
Other liabilities, non-current		—			443		(443	)(e)		—
Deferred tax liability, non-current		—			—		568	(i)		568
Long-term deferred revenue		1,874			336		(78	)(h)		2,132
Total long-term liabilities		2,145			1,821		47			4,013
Total liabilities		96,588			7,917		30,415			134,920
Commitments and contingencies
Stockholders’ equity:
Preferred stock; 20,000,000 shares authorized, none outstanding		—			—		—			—
Common stock, $.001 par value; 180,000,000 shares authorized, 49,205,522 issued at December 31, 2006		49			38		(38	)(j)		49
Additional paid-in capital		88,409			1,527		(1,527	)(j)		88,409
Deferred compensation		—								—
Treasury stock, at cost; 4,743,895 December 31, 2006		(69,630	)		—		—			(69,630	)
Accumulated other comprehensive income		232			—		—			232
Retained earnings		78,172			624		(624	)(j)		78,172
Total stockholders’ equity		97,232			2,189		(2,189	)		97,232
Total liabilities and stockholders’ equity	$	193,820		$	10,106	$	28,226		$	232,152

The accompanying notes are an integral part of the unaudited pro forma condensed combined financial statements.

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Blackbaud, Inc.
Unaudited pro forma condensed combined statement of operations
Year ended December 31, 2006
(in thousands, except per share amounts)

	Historical						Pro Forma
	Blackbaud			Target			Adjustments			Combined
Revenue
License fees	$	32,500		$	425		$	—		$	32,925
Services		61,242			11,040			—			72,282
Maintenance		81,335			2,485			—			83,820
Subscriptions		10,742			5,773			—			16,515
Other revenue		6,140			1,392			—			7,532
Total revenue		191,959			21,115			—			213,074
Cost of revenue
Cost of license fees		2,260			68			43	(m)		2,371
Cost of services		33,717			5,027			905	(m)		39,649
Cost of maintenance		13,225			2,439			107	(m)		15,771
Cost of subscriptions		2,360			3,821			589	(m)		6,770
Cost of other revenue		5,709			792			60	(m)		6,561
Total cost of revenue		57,271			12,147			1,704			71,122
Gross profit		134,688			8,968			(1,704	)		141,952
Operating expenses
Sales and marketing		41,405			3,415			—			44,820
Research and development		23,118			2,126			—			25,244
General and administrative		21,757			2,937			—			24,694
Amortization		699			91			(91	) (l)		1,019
								320	(m)
Total operating expenses		86,979			8,569			229			95,777
Income from operations		47,709			399			(1,933	)		46,175
Interest income		1,584			2			(1,533	) (o)		53
Interest expense		(48	)		(360	)		(2,040	) (k)		(2,211	)
								237	(q)
Other expense, net		(238	)		(11	)		—			(249	)
Income before provision for income taxes		49,007			30			(5,269	)		43,768
Income tax provision		18,499			23			(2,001	) (n)		16,521
Net income	$	30,508		$	7		$	(3,268	)	$	27,247
Earnings per share
Basic	$	0.70								$	0.63
Diluted	$	0.68								$	0.61
Common shares and equivalents outstanding
Basic weighted average shares		43,320,096									43,320,096
Diluted weighted average shares		44,668,476									44,668,476

The accompanying notes are an integral part of the unaudited pro forma condensed combined financial statements.

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Note 1 – Basis of presentation

On January 16, 2007, Blackbaud, Inc. (“Blackbaud” or the “Company”) acquired privately owned Target Software, Inc. and Target Analysis Group, Inc., (together referred to as “Target”) companies that were related through common ownership and based in Cambridge, Massachusetts.

The unaudited pro forma condensed combined balance sheet was prepared as if the acquisition of Target had occurred on December 31, 2006. The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2006 was prepared as if the acquisition had occurred on January 1, 2006.

The unaudited pro forma condensed combined financial information has been prepared on the same basis as Blackbaud’s audited consolidated financial statements. The acquisition was accounted for using the purchase method of accounting and, accordingly, the respective assets acquired and liabilities assumed have been recorded at their fair value and consolidated into the net assets of Blackbaud.

Note 2 – Purchase price

The purchase price for Target was approximately $58.8 million and consisted of $30.0 million of cash from proceeds of debt and $24.0 million of cash on hand for the purchase of the outstanding shares of Target, $2.1 million of cash on hand for the purchase of all of the outstanding vested options, $0.8 million of cash on hand for the purchase of noncompetition agreements and $1.9 million of direct acquisition-related costs. The acquisition was accounted for as a purchase and the total purchase price consisted of (in thousands):

Cash from proceeds of debt paid for outstanding shares	$	30,000
Cash on hand paid for outstanding shares		24,050
Cash on hand paid for outstanding vested stock options		2,123
Cash on hand paid for noncompetition agreements		800
Direct acquisition-related costs		1,863
Total purchase price	$	58,836

Additionally, we could potentially pay contingent consideration in March 2008 of up to a maximum of $2.4 million to the former stockholders of Target. The contingent consideration will be based upon achievement of certain revenue targets during 2007 and will be recognized as additional purchase price if these targets are met.

Based upon the purchase price of the acquisition, the preliminary purchase price allocation is as follows (in thousands):

Historical net book value of Target’s assets and liabilities	$	2,189
Adjustments to step-up (down) assets and liabilities to fair value:
Deferred revenue		524
Acquisition-related state tax liability		(2,930	)
Write-off of Target’s intangible assets		(1,195	)
Write-off of deferred implementation costs		(501	)
Write-off lease incentive and deferred rent liabilities		512
Fair value of acquired tangible assets and liabilities, net					(1,401	)
Identifiable intangible assets							Amortization period
Marketing assets		800					5 years
Noncompetition agreements		800					5 years
Customer relationships		13,627					15 years
Software		3,655					10 years
Database		3,441					8 years
Total identifiable intangible assets					22,323
Current deferred tax assets					568
Non-current deferred tax liabilities					(568	)
Goodwill					37,914
Net assets acquired				$	58,836

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Note 3 – Pro forma adjustments

Adjustments have been made to this unaudited pro forma condensed combined financial information to reflect the following:

(a)	To reflect the cash paid in the acquisition as noted in Note 2.
(b)	To write off the book value of deferred implementation costs.
(c)	To establish the fair value of goodwill resulting from the acquisition.
(d)	To write off the book value of Target’s intangible assets.
(e)	To write off lease incentive and deferred rent liabilities.
(f)	To establish the fair value of identifiable intangible assets resulting from the acquisition.
(g)	To record a state tax liability triggered by the acquisition.
(h)	To establish the fair value of deferred revenues.

The calculation of the fair value of Target’s deferred revenue as of the completion date of the acquisition was determined by Blackbaud and was as follows (in thousands):

	Book Value		Adjustment			Fair Value
Maintenance	$	1,469	$	(342	)	$	1,127
Hosting Implementation		642		(80	)		562
Consulting		134		(102	)		32
Total	$	2,245	$	(524	)	$	1,721
Less: current portion		1,909		(446	)		1,463
Non-current portion	$	336	$	(78	)	$	258

(i)	To record deferred tax assets and liabilities related to assets acquired and liabilities assumed.
(j)	To eliminate the historical stockholders’ equity of Target.
(k)	To record interest expense associated with the $30.0 million in debt incurred to finance the acquisition which is assumed to be outstanding during 2006 and is based on the interest rate in effect at the transaction date. A change in the interest rate of 1/8th of a percent would result in a change of $37,500 in interest expense.
(l)	To eliminate amortization recorded on Target’s intangible assets.
(m)	To record amortization expense on the identified intangible assets resulting from the acquisition.
(n)	To record the tax impact of adjusting to Blackbaud’s effective tax rate for the period.
(o)	To reflect decrease in interest income based on the weighted average rate of return for the period.
(p)	To reflect settlement of long-term debt, loans from stockholders, accrued interest and amounts due to stockholders that occurred immediately following the acquisition.
(q)	To reverse interest expense on long-term debt and loans from stockholders as if repaid at beginning of the period.

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Note 4 – Reclassification of Target’s statement of operations

The statement of operations for Target that appear in the unaudited pro forma condensed combined statement of operations were derived from the audited combined statement of operations of Target for the year ended December 31, 2006. Certain reclassifications have been made to conform with the presentation of Blackbaud’s statement of operations for inclusion in the unaudited pro forma condensed combined statement of operations. Significant changes to Target’s presentation consisted of reclassifying Target’s Reports, Modeling, Services, Lists and part of Conversion, service bureau and related services revenue categories to Blackbaud’s Service and Other revenue categories. Additionally, Target’s Salary, selling, general and administrative and Royalties and fees expense categories were reclassified to Blackbaud’s applicable cost of revenue and operating expense categories. The schedule below shows the reclassifications made to conform presentation (in thousands):

							Reclassified
Target classification	Target			Reclassifications			Target			Blackbaud classification
Revenue										Revenue
License fees	$	425		$	—		$	425		License fees
Reports		1,985			9,055			11,040		Services
Modeling		1,505			(1,505	)
Services		1,440			(1,440	)
Lists		3,978			(3,978	)
Support and Maintenance		2,485			—			2,485		Maintenance
Conversion, service bureau, and related services		9,297			(3,524	)		5,773		Subscriptions
					1,392			1,392		Other revenue
Total revenue		21,115			—			21,115		Total revenue
										Cost of revenue
					68			68		Cost of license fees
					5,027			5,027		Cost of services
					2,439			2,439		Cost of maintenance
					3,821			3,821		Cost of subscriptions
					792			792		Cost of other revenue
		—			12,147			12,147		Total cost of revenue
Gross profit		21,115			(12,147	)		8,968		Gross profit
Costs and expenses										Operating expenses
Salaries, selling, general and administrative		20,116			(16,701	)		3,415		Sales and marketing
					2,126			2,126		Research and development
					2,937			2,937		General and administrative
					91			91		Amortization
Royalties and fees		506			(506	)		—
Total costs and expenses		20,622			(12,053	)		8,569		Total operating expenses
Income from operations		493			(94	)		399		Income from operations
Interest income		2			—			2		Interest income
Interest expense		(360	)		—			(360	)	Interest expense
Other expense, net		(105	)		94			(11	)	Other expense, net
Income before provision for income taxes		30			—			30		Income before provision for income taxes
Income tax provision		23			—			23		Income tax provision
Net income	$	7		$	—		$	7		Net income

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