Exhibit 99.4
Blackbaud, Inc.
Kintera, Inc.
Unaudited Pro Forma Condensed
Combined Financial Statements
On July 8, 2008, Blackbaud, Inc. (“Blackbaud”) acquired Kintera, Inc., (“Kintera”) based in San Diego, California as a wholly owned subsidiary. Blackbaud financed the acquisition through a combination of cash and borrowings under the Company’s credit facility for a total purchase price of approximately $50.0 million including approximately $2.4 million in change of control payments to management and approximately $1.9 million in direct acquisition-related costs.
The unaudited pro forma condensed combined balance sheet was prepared as if the acquisition of Kintera had occurred on March 31, 2008. The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2007 and the three months ended March 31, 2008 were prepared as if the acquisition had occurred on January 1, 2007.
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 in Blackbaud’s Annual Report on Form 10-K for the year ended December 31, 2007, filed with the Securities and Exchange Commission (the “Commission”) on February 29, 2008 and Blackbaud’s historical consolidated financial statements as previously filed in Blackbaud’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2008, filed with the Commission on May 9, 2008. In addition, this unaudited condensed combined pro forma information should be read in conjunction with Kintera’s historical consolidated financial statements as previously filed in Kintera’s Annual Report on Form 10-K for the year ended December 31, 2007, filed with the Commission on March 18, 2008 and as amended on Form 10-K/A filed with the Commission on March 26, 2008 and Kintera’s historical consolidated financial statements for the quarter ended March 31, 2008 filed with the Commission on May 12, 2008. These financial statements are incorporated by reference in Blackbaud’s Current Report on Form 8-K/A filed on September 19, 2008.
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 Kintera been consummated as of January 1, 2007. 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 Kintera.
Blackbaud, Inc.
Unaudited pro forma condensed combined balance sheet
As of March 31, 2008
(in thousands, except share amounts)
Historical | Pro Forma | |||||||||||||||
Blackbaud | Kintera | Adjustments | Combined | |||||||||||||
ASSETS | ||||||||||||||||
Current assets | ||||||||||||||||
Cash and cash equivalents | $ | 12,142 | $ | 4,080 | $ | (50,012 | ) (a) | $ | 11,870 | |||||||
45,660 | (a) | |||||||||||||||
Marketable securities | — | 1,580 | 1,580 | |||||||||||||
Restricted cash | — | 7,718 | 7,718 | |||||||||||||
Accounts receivable | 42,324 | 4,608 | 46,932 | |||||||||||||
Prepaid expense | 12,184 | 922 | 13,106 | |||||||||||||
Deferred costs | — | 1,362 | (1,362 | ) (b) | — | |||||||||||
Deferred tax asset | 3,176 | — | 4,818 | (i) | 7,994 | |||||||||||
Total current assets | 69,826 | 20,270 | (896 | ) | 89,200 | |||||||||||
Property and equipment, net | 17,677 | 3,991 | 21,668 | |||||||||||||
Deferred tax asset, noncurrent | 49,202 | — | 21,260 | (i) | 70,462 | |||||||||||
Developed software, net | — | 1,863 | (1,863 | ) (b) | — | |||||||||||
Goodwill | 60,643 | 12,017 | (12,017 | ) (d) | 67,736 | |||||||||||
7,093 | (c) | |||||||||||||||
Intangibles, net | 36,208 | 3,392 | (3,392 | ) (d) | 53,258 | |||||||||||
17,050 | (f) | |||||||||||||||
Other assets | 446 | 47 | 493 | |||||||||||||
Total assets | $ | 234,002 | $ | 41,580 | $ | 27,235 | $ | 302,817 | ||||||||
LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||||||||||
Current liabilities | ||||||||||||||||
Accounts payable | $ | 5,822 | $ | 1,395 | $ | 7,217 | ||||||||||
Accrued expenses | 19,813 | 2,440 | $ | 672 | (g) | 22,838 | ||||||||||
(87 | ) (e) | |||||||||||||||
Donations payable | — | 7,718 | 7,718 | |||||||||||||
Capital lease obligations | 513 | 17 | 530 | |||||||||||||
Short-term notes payable | 11,500 | 1,200 | 113 | (o) | 12,813 | |||||||||||
Deferred revenue | 94,879 | 15,721 | (8,138 | ) (h) | 102,462 | |||||||||||
Deferred tax liabilities, current | — | — | — | |||||||||||||
Total current liabilities | 132,527 | 28,491 | (7,440 | ) | 153,578 | |||||||||||
Notes payable | — | 1,974 | 45,660 | (a) | 47,634 | |||||||||||
Capital lease obligations | 449 | 14 | 463 | |||||||||||||
Deferred rent and other | — | 817 | (701 | ) (e) | 116 | |||||||||||
Deferred revenue | 4,061 | — | 4,061 | |||||||||||||
Other liabilities | 1,080 | — | 1,080 | |||||||||||||
Deferred tax liabilities, noncurrent | — | 478 | (478 | ) (p) | — | |||||||||||
Total long-term liabilities | 5,590 | 3,283 | 44,481 | 53,354 | ||||||||||||
Total liabilities | 138,117 | 31,774 | 37,041 | 206,932 | ||||||||||||
Capital | ||||||||||||||||
Common stock | 50 | 40 | (40 | ) (j) | 50 | |||||||||||
Additional paid in capital | 108,551 | 157,932 | (157,932 | ) (j) | 108,551 | |||||||||||
Treasury stock | (108,130 | ) | — | (108,130 | ) | |||||||||||
Accumulated other comprehensive income | 145 | 6 | (6 | ) (j) | 145 | |||||||||||
Retained earnings | 95,269 | (148,172 | ) | 148,172 | (j) | 95,269 | ||||||||||
Total equity | 95,885 | 9,806 | (9,806 | ) | 95,885 | |||||||||||
Total liabilities & stockholders’ equity | $ | 234,002 | $ | 41,580 | $ | 27,235 | $ | 302,817 | ||||||||
The accompanying notes are an integral part of the unaudited pro forma condensed combined financial statements.
Blackbaud, Inc.
Unaudited pro forma condensed combined statement of operations
for the year ended December 31, 2007
(in thousands, except per share amounts)
Historical | Pro Forma | ||||||||||||||
Blackbaud | Kintera | Adjustments | Combined | ||||||||||||
Revenue | |||||||||||||||
License fees | $ | 37,569 | $ | 1,196 | $ | 38,765 | |||||||||
Services | 91,376 | 11,079 | 102,455 | ||||||||||||
Maintenance | 94,602 | 7,379 | 101,981 | ||||||||||||
Subscriptions | 25,389 | 25,281 | 50,670 | ||||||||||||
Other revenue | 8,102 | — | 8,102 | ||||||||||||
Total revenue | 257,038 | 44,935 | — | 301,973 | |||||||||||
Cost of revenue | |||||||||||||||
Cost of license fees | 2,870 | 694 | 152 | (m) | 3,716 | ||||||||||
Cost of services | 54,908 | 5,101 | 60,009 | ||||||||||||
Cost of maintenance | 17,119 | 856 | 1,007 | (m) | 18,982 | ||||||||||
Cost of subscriptions | 10,306 | 9,200 | 1,932 | (m) | 21,438 | ||||||||||
Cost of other revenue | 7,274 | — | 7,274 | ||||||||||||
Total cost of revenue | 92,477 | 15,851 | 3,091 | 111,419 | |||||||||||
Gross profit | 164,561 | 29,084 | (3,091 | ) | 190,554 | ||||||||||
Operating expenses | |||||||||||||||
Sales and marketing | 56,994 | 17,967 | 74,961 | ||||||||||||
Research and development | 28,525 | 6,338 | 34,863 | ||||||||||||
General and administrative | 26,144 | 16,296 | 42,440 | ||||||||||||
Amortization | 491 | 2,451 | (2,451 | ) (l) | 584 | ||||||||||
93 | (m) | ||||||||||||||
Restructuring | 2,274 | 2,274 | |||||||||||||
Total operating expenses | 112,154 | 45,326 | (2,358 | ) | 155,122 | ||||||||||
Income from operations | 52,407 | (16,242 | ) | (733 | ) | 35,432 | |||||||||
Interest income | 813 | 911 | (215 | ) (q) | 1,509 | ||||||||||
Interest expense | (1,164 | ) | (59 | ) | (1,584 | ) (k) | (2,807 | ) | |||||||
Other (expense) income, net | (503 | ) | 64 | (439 | ) | ||||||||||
Income before provision for income taxes | 51,553 | (15,326 | ) | (2,532 | ) | 33,695 | |||||||||
Income tax provision | 19,829 | 459 | (7,328 | ) (n) | 12,960 | ||||||||||
Net income | $ | 31,724 | (15,785 | ) | 4,796 | $ | 20,735 | ||||||||
Earnings per share | |||||||||||||||
Basic | $ | 0.73 | $ | 0.48 | |||||||||||
Diluted | $ | 0.71 | $ | 0.46 | |||||||||||
Common shares and equivalents outstanding | |||||||||||||||
Basic weighted average shares | 43,619,158 | 43,619,158 | |||||||||||||
Diluted weighted average shares | 44,595,483 | 44,595,483 |
The accompanying notes are an integral part of the unaudited pro forma condensed combined financial statements.
Blackbaud, Inc.
Unaudited pro forma condensed combined statement of operations
for the three months ended March 31, 2008
(in thousands, except per share amounts)
Historical | Pro Forma | |||||||||||||||
Blackbaud | Kintera | Adjustments | Combined | |||||||||||||
Revenue | ||||||||||||||||
License fees | $ | 9,635 | $ | 98 | $ | 9,733 | ||||||||||
Services | 23,576 | 1,811 | 25,387 | |||||||||||||
Maintenance | 25,430 | 1,652 | 27,082 | |||||||||||||
Subscriptions | 8,785 | 5,350 | 14,135 | |||||||||||||
Other revenue | 2,010 | 2,010 | ||||||||||||||
Total revenue | 69,436 | 8,911 | — | 78,347 | ||||||||||||
Cost of revenue | ||||||||||||||||
Cost of license fees | 842 | 45 | 38 | (m) | 925 | |||||||||||
Cost of services | 15,693 | 1,490 | 17,183 | |||||||||||||
Cost of maintenance | 4,704 | 204 | 271 | (m) | 5,179 | |||||||||||
Cost of subscriptions | 3,656 | 2,253 | 529 | (m) | 6,438 | |||||||||||
Cost of other revenue | 1,848 | — | 1,848 | |||||||||||||
Total cost of revenue | 26,743 | 3,993 | 838 | 31,574 | ||||||||||||
Gross Profit | 42,693 | 4,918 | (838 | ) | 46,773 | |||||||||||
Operating expenses | ||||||||||||||||
Sales and marketing | 15,239 | 3,564 | 18,803 | |||||||||||||
Research and development | 8,767 | 1,621 | 10,388 | |||||||||||||
General and administrative | 7,266 | 3,460 | 10,726 | |||||||||||||
Amortization | 167 | 522 | (522 | ) (l) | 190 | |||||||||||
23 | (m) | |||||||||||||||
Restructuring | — | — | ||||||||||||||
Total operating expenses | 31,439 | 9,167 | (499 | ) | 40,107 | |||||||||||
Income from operations | 11,254 | (4,249 | ) | (339 | ) | 6,666 | ||||||||||
Interest income | 165 | 121 | (54 | ) (q) | 232 | |||||||||||
Interest expense | (70 | ) | (93 | ) | (396 | ) (k) | (559 | ) | ||||||||
Other (expense) income, net | (89 | ) | (22 | ) | (111 | ) | ||||||||||
Income before provision for income taxes | 11,260 | (4,243 | ) | (789 | ) | 6,228 | ||||||||||
Income tax provision | 4,217 | 52 | (1,937 | ) (n) | 2,332 | |||||||||||
Net income | $ | 7,043 | $ | (4,295 | ) | $ | 1,148 | $ | 3,896 | |||||||
Earnings per share | ||||||||||||||||
Basic | $ | 0.16 | $ | 0.09 | ||||||||||||
Diluted | $ | 0.16 | $ | 0.09 | ||||||||||||
Common shares and equivalents outstanding | ||||||||||||||||
Basic weighted average shares | 43,897,369 | 43,897,369 | ||||||||||||||
Diluted weighted average shares | 44,662,620 | 44,662,620 |
The accompanying notes are an integral part of the unaudited pro forma condensed combined financial statements.
Note 1 – Basis of presentation
On July 8, 2008, Blackbaud, Inc. (“Blackbaud” or the “Company”) acquired Kintera, Inc. (“Kintera”) based in San Diego, California as more fully described in Note 2.
The unaudited pro forma condensed combined balance sheet was prepared as if the acquisition of Kintera had occurred on March 31, 2008. The unaudited pro forma condensed combined statements of operations for the year ended December 31, 2007 and the three months ended March 31, 2008 were prepared as if the acquisition had occurred on January 1, 2007.
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 Kintera was approximately $50.0 million and was funded by cash on hand and borrowings under the Company’s credit facility. The purchase price consisted of $45.7 million of cash from proceeds of debt, $2.4 million in payments to management under change of control provisions 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 | $ | 45,660 | |
Cash on hand used to pay management change of control payments | 2,417 | ||
Direct acquisition-related costs | 1,935 | ||
Total purchase price | $ | 50,012 | |
The purchase price has been based on a preliminary valuation because the final valuation has not been completed. The final valuation is expected to be completed by the end of 2008. Differences between the preliminary valuation and the final valuation are not expected to be significant. Identifiable intangible assets acquired are amortized on a straight-line and accelerated basis as noted in the table below. Based upon the purchase price of the acquisition and based upon the preliminary valuation of the acquired net assets, the preliminary purchase price allocation is as follows (in thousands):
Historical net book value of Kintera's assets and liabilities | $ | 9,806 | ||||||
Adjustments to step-up (down) net assets and liabilities to fair value: | ||||||||
Deferred revenue | 8,138 | |||||||
Fair value adjustment to write-off of Kintera's goodwill and intangibles | (15,409 | ) | ||||||
Other fair value adjustments | (2,744 | ) | ||||||
Fair value of acquired tangible assets and liabilities before adding intangibles and deferred tax impact | (209 | ) | ||||||
Identifiable intangible assets | ||||||||
Marketing assets (8 years, straight-line amortization) | 740 | |||||||
Customer relationships (4-13 years, accelerated amortization) | 12,200 | |||||||
Software (4-8 years, straight-line amortization) | 4,110 | |||||||
Total identifiable intangible assets | 17,050 | |||||||
Current deferred tax assets | 4,818 | |||||||
Non-current deferred tax assets | 21,260 | |||||||
Goodwill | 7,093 | |||||||
Net assets acquired | $ | 50,012 | ||||||
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 and the debt financing associated with the acquisition as noted in Note 2; |
(b) | To write off the book value of deferred implementation costs and capitalized software development costs; |
(c) | To record the fair value of goodwill resulting from the acquisition; |
(d) | To write off the book value of Kintera’s goodwill and 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, principally the value of customers and software acquired; |
(g) | To establish liabilities generated upon acquisition; |
(h) | To establish the fair value of deferred revenues; |
(i) | To record deferred tax assets and liabilities related to assets acquired and liabilities assumed, principally the acquired net operating loss carryforwards available to offset future taxable income, net of applicable limitations of their use; |
(j) | To eliminate the historical stockholders’ equity of Kintera; |
(k) | To record interest expense associated with the $45.7 million in debt incurred to finance the acquisition which is assumed to be outstanding during 2007 and is based on the weighted average interest rate for the period. A change in the interest rate of 1/8th of a percent would result in a change of $58,000 in interest expense for the year ended December 31, 2007 and $14,000 for the three months ended March 31, 2008; |
(l) | To eliminate amortization recorded on Kintera’s intangible assets; |
(m) | To record amortization expense on the identified intangible assets resulting from the acquisition; |
(n) | To record the tax impact of pro forma adjustments by adjusting the combined pro forma presentation to the Blackbaud effective tax rate; |
(o) | To record an increase in principal to adjust a short term note payable to fair value; |
(p) | To write off the book value of Kintera’s deferred tax balances; and |
(q) | To reflect the decrease in interest income based on the weighted average rate of return for the period. |
Note 4 – Reclassifications
Certain reclassifications have been made to conform Kintera’s Statement of Operations to Blackbaud’s Statement of Operations. Specifically, certain costs associated with Kintera’s sales contract administration and billing functions that were classified as sales and marketing costs in Kintera’s statements of operations have been reclassified to general and administrative costs consistent with Blackbaud’s treatment of these operating expenses. These costs were $454,000 and $1,386,000 for the three months ended March 31, 2008 and the year ended December 31, 2007, respectively.