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8-K - 8-K - BLACKBOARD INC | w83863e8vk.htm |
Exhibit 99.1
Blackboard Inc. Reports Second Quarter Revenue of
$124.2 million and Non-GAAP Revenue of $127.5
Million
$124.2 million and Non-GAAP Revenue of $127.5
Million
Washington, DC August 3, 2011 Blackboard Inc. (NASDAQ: BBBB)
today announced financial results for the second quarter ended June 30, 2011.
Total GAAP revenue for the quarter ended June 30, 2011 was $124.2 million, an increase of
15 percent over the second quarter of 2010. Product revenues for the quarter were
$114.3 million, an increase of 17 percent over the second quarter of 2010,
while professional services revenues for the quarter were $9.9 million, a decrease of 4 percent
from the second quarter of 2010. GAAP net loss was ($4.1) million, resulting in net loss per
basic and diluted share of ($0.12) for the second quarter of 2011 compared to net income
of $4.4 million or net income per basic and diluted share of $0.13 for the second quarter of 2010.
Total non-GAAP revenue for the quarter ended June 30, 2011 was $127.5 million, an increase
of 23 percent over the second quarter of 2010. Non-GAAP adjusted net income for the second
quarter of 2011 was $11.1 million, resulting in non-GAAP adjusted net income per diluted share
of $0.31 compared to non-GAAP adjusted net income of $13.0 million or $0.37 per diluted share for
the second quarter of 2010.
For a discussion of the non-GAAP financial measures used in this release and the reconciliations
of the non-GAAP financial measures to the most directly comparable GAAP financial measures, please refer to
the section below entitled Use of Non-GAAP Financial Measures.
Summary Financial Highlights from the Second Quarter of 2011
| Non-GAAP revenue of $127.5 million, an increase of 23 percent over the second quarter of 2010. | ||
| Non-GAAP adjusted net income per diluted share of $0.31. | ||
| Deferred revenue was $219.2 million, an increase of 47 percent over the second quarter of 2010. | ||
| Cash and cash equivalents were $84.7 million at the end of the second quarter of 2011. | ||
| Total transaction-related expenses of approximately $7.1 million, including costs associated with Blackboards proposed acquisition by Providence Equity Partners. |
Highlights from the Second Quarter of 2011
| McGraw-Hill Higher Education and Blackboard announced a partnership to combine McGraw-Hills media-rich content, assessment engines and industry leading adaptive learning tools with the latest capabilities of Blackboards online teaching and learning platform, Blackboard Learn. | ||
| Blackboard opened a new data center in Canada, responding to growing interest from Canadian institutions for an in-region facility to host and manage their learning environments. The new data center is located in Calgary, Alberta, Canada. | ||
| Blackboard announced full support for Common Cartridge 1.1, making Blackboard Learn, Release 9.1 the first learning platform to support the newest version of a key industry standard that makes it easier for instructors to share educational content and resources. |
Proposed Acquisition by Providence Equity Partners
On July 1, 2011, Blackboard announced that it had entered into a definitive merger agreement under which
Blackboard will be acquired by an affiliate of Providence Equity Partners in an all-cash transaction.
Pursuant to terms of the agreement, Blackboard shareholders will receive $45.00 in cash for each share of common stock.
The transaction is subject to the approval of a majority of the outstanding shares of Blackboard and
other customary closing conditions and regulatory approvals. The transaction is anticipated to close
during the second half of 2011.
BLACKBOARD INC.
UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except share and per share amounts)
Three Months Ended | Six Months Ended | |||||||||||||||
June 30 | June 30 | June 30 | June 30 | |||||||||||||
2010 | 2011 | 2010 | 2011 | |||||||||||||
Revenues: |
||||||||||||||||
Product |
$ | 97,474 | $ | 114,297 | $ | 191,204 | $ | 223,682 | ||||||||
Professional services |
10,254 | 9,864 | 17,590 | 19,235 | ||||||||||||
Total revenues |
107,728 | 124,161 | 208,794 | 242,917 | ||||||||||||
Operating expenses: |
||||||||||||||||
Cost of product revenues, excludes $2,816 and $1,085
for the three months ended June 30, 2010 and 2011,
respectively, and $5,324 and $2,645 for the six months
ended June 30, 2010 and 2011, respectively, in
amortization of acquired technology included in
amortization of intangibles resulting from
acquisitions shown below (1) |
27,409 | 32,542 | 51,943 | 66,952 | ||||||||||||
Cost of professional services revenues (1) |
5,386 | 6,284 | 9,865 | 12,963 | ||||||||||||
Research and development (1) |
12,047 | 16,866 | 24,252 | 33,437 | ||||||||||||
Sales and marketing (1) |
27,930 | 40,382 | 53,245 | 75,021 | ||||||||||||
General and administrative (1) |
16,851 | 24,300 | 31,556 | 42,970 | ||||||||||||
Amortization of intangibles resulting from acquisitions |
9,359 | 7,644 | 18,337 | 16,815 | ||||||||||||
Total operating expenses |
98,982 | 128,018 | 189,198 | 248,158 | ||||||||||||
Income (loss) from operations |
8,746 | (3,857 | ) | 19,596 | (5,241 | ) | ||||||||||
Other expense, net: |
||||||||||||||||
Interest expense |
(2,908 | ) | (2,937 | ) | (5,796 | ) | (6,099 | ) | ||||||||
Interest income |
50 | 12 | 71 | 34 | ||||||||||||
Other expense, net |
(379 | ) | (198 | ) | (906 | ) | (630 | ) | ||||||||
Income (loss) before (provision for) benefit from income taxes |
5,509 | (6,980 | ) | 12,965 | (11,936 | ) | ||||||||||
(Provision for) benefit from income taxes |
(1,149 | ) | 2,920 | (3,569 | ) | 4,520 | ||||||||||
Net income (loss) |
$ | 4,360 | $ | (4,060 | ) | $ | 9,396 | $ | (7,416 | ) | ||||||
Net income (loss) per common share: |
||||||||||||||||
Basic |
$ | 0.13 | $ | (0.12 | ) | $ | 0.28 | $ | (0.21 | ) | ||||||
Diluted |
$ | 0.13 | $ | (0.12 | ) | $ | 0.27 | $ | (0.21 | ) | ||||||
Weighted average number of common shares: |
||||||||||||||||
Basic |
34,128,218 | 35,030,028 | 33,798,698 | 34,895,971 | ||||||||||||
Diluted |
34,769,318 | 35,030,028 | 34,629,788 | 34,895,971 | ||||||||||||
(1) Includes the following amounts related to stock-based compensation: |
||||||||||||||||
Cost of product revenues |
$ | 264 | $ | 332 | $ | 607 | 686 | |||||||||
Cost of professional services revenues |
149 | 162 | 297 | 366 | ||||||||||||
Research and development |
296 | 334 | 563 | 670 | ||||||||||||
Sales and marketing |
1,858 | 2,294 | 3,721 | 4,382 | ||||||||||||
General and administrative |
2,500 | 2,496 | 4,835 | 4,885 |
BLACKBOARD INC.
RECONCILIATIONS OF NON-GAAP FINANCIAL MEASURES
(in thousands, except share and per share amounts)
Three Months Ended | Six Months Ended | |||||||||||||||
June 30 | June 30 | June 30 | June 30 | |||||||||||||
2010 | 2011 | 2010 | 2011 | |||||||||||||
Reconciliation of GAAP revenue to non-GAAP revenue (1): |
||||||||||||||||
GAAP revenue |
$ | 107,728 | $ | 124,161 | $ | 208,794 | $ | 242,917 | ||||||||
Add: Deferred revenue not recorded in purchase accounting |
1,515 | 3,379 | 2,439 | 7,620 | ||||||||||||
Less: Transact revenue recognition change |
(5,590 | ) | | (11,842 | ) | | ||||||||||
Non-GAAP revenue |
$ | 103,653 | $ | 127,540 | $ | 199,391 | $ | 250,537 | ||||||||
Reconciliation of GAAP net income before provision for income
taxes to non-GAAP adjusted net income (1): |
||||||||||||||||
GAAP net income (loss) before provision for income taxes |
$ | 5,509 | $ | (6,980 | ) | $ | 12,965 | $ | (11,936 | ) | ||||||
Add: Deferred revenue not recorded in purchase accounting |
1,515 | 3,379 | 2,439 | 7,620 | ||||||||||||
Less: Transact revenue recognition change including related costs |
(4,675 | ) | | (9,638 | ) | | ||||||||||
Add: Transition, integration and transaction-related expenses |
1,083 | 7,146 | 1,745 | 8,427 | ||||||||||||
Add: Amortization of intangibles resulting from acquisitions |
9,359 | 7,644 | 18,337 | 16,815 | ||||||||||||
Add: Stock-based compensation |
5,067 | 5,618 | 10,023 | 10,989 | ||||||||||||
Add: Non-cash interest expense |
1,537 | 1,347 | 3,065 | 2,996 | ||||||||||||
Add: Non-cash loss (gain) on foreign exchange translation |
379 | (72 | ) | 906 | 131 | |||||||||||
Adjusted provision for income taxes (2) |
(6,783 | ) | (6,979 | ) | (14,186 | ) | (14,036 | ) | ||||||||
Non-GAAP adjusted net income |
$ | 12,990 | $ | 11,103 | $ | 25,657 | $ | 21,006 | ||||||||
Non-GAAP adjusted net income per common share diluted |
$ | 0.37 | $ | 0.31 | $ | 0.74 | $ | 0.59 | ||||||||
Weighted average number of diluted common shares |
34,769,318 | 35,786,668 | 34,629,788 | 35,589,149 | ||||||||||||
Reconciliation of GAAP net cash provided by operating
activities to non-GAAP free cash flow (1): |
||||||||||||||||
Net cash used in operating activities |
$ | (2,338 | ) | $ | (13,182 | ) | $ | (3,567 | ) | $ | (20,267 | ) | ||||
Less: Purchases of property and equipment |
(9,626 | ) | (8,873 | ) | (12,791 | ) | (14,638 | ) | ||||||||
Free cash flow |
$ | (11,964 | ) | $ | (22,055 | ) | $ | (16,358 | ) | $ | (34,905 | ) | ||||
(1) | Non-GAAP adjusted net income, non-GAAP adjusted net income per share, non-GAAP revenue and free cash flow are non-GAAP financial measures and have no standardized measurement prescribed by GAAP. Management believes that these measures provide additional useful information to investors regarding the Companys ongoing financial condition and results of operations and aspects of current operating performance that can be effectively managed. Because the Company has historically reported non-GAAP results to the investment community, management also believes the inclusion of these non-GAAP financial measures provides enhanced comparability in its financial reporting and facilitates investors understanding of the Companys historic operating trends by providing an additional basis for comparisons to prior periods. The non-GAAP financial measures may not be comparable with similar non-GAAP financial measures used by other companies. The Company compensates for these limitations by providing full disclosure of each non-GAAP financial measure and the reconciliations above to the most directly comparable GAAP financial measure which investors can use to appropriately consider each financial measure determined under GAAP as well as on the non-GAAP basis. However, the non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information prepared in accordance with GAAP. | |
(2) | Adjusted provision for income taxes is applied at an effective rate of approximately 34.3% and 38.6% for the three months ended June 30, 2010 and 2011, respectively, and approximately 35.6% and 40.1% for the six months ended June 30, 2010 and 2011, respectively. |
BLACKBOARD INC.
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except per share amounts)
December 31, | June 30 | |||||||
2010 | 2011 | |||||||
ASSETS |
||||||||
Current assets: |
||||||||
Cash and cash equivalents |
$ | 70,314 | $ | 84,676 | ||||
Accounts receivable, net |
89,914 | 154,986 | ||||||
Prepaid expenses and other current assets |
16,961 | 23,400 | ||||||
Deferred tax asset, current portion |
5,818 | 5,818 | ||||||
Deferred cost of revenues |
3,256 | 4,788 | ||||||
Total current assets |
186,263 | 273,668 | ||||||
Deferred tax asset, noncurrent portion |
15,185 | 25,577 | ||||||
Restricted cash |
5,741 | 5,714 | ||||||
Property and equipment, net |
43,002 | 45,388 | ||||||
Other assets |
1,582 | 1,670 | ||||||
Goodwill |
478,728 | 481,935 | ||||||
Intangible assets, net |
116,649 | 105,328 | ||||||
Total assets |
$ | 847,150 | $ | 939,280 | ||||
LIABILITIES AND STOCKHOLDERS EQUITY |
||||||||
Current liabilities: |
||||||||
Accounts payable |
$ | 1,818 | $ | 5,042 | ||||
Accrued expenses |
41,018 | 64,183 | ||||||
Deferred rent, current portion |
450 | 789 | ||||||
Deferred revenues, current portion |
211,752 | 214,433 | ||||||
Revolving credit facility |
| 46,000 | ||||||
Convertible senior notes, net of debt discount |
162,326 | 165,000 | ||||||
Total current liabilities |
417,364 | 495,447 | ||||||
Deferred rent, noncurrent portion |
11,978 | 11,561 | ||||||
Deferred tax liability, noncurrent portion |
3,502 | 4,943 | ||||||
Deferred revenues, noncurrent portion |
6,223 | 4,764 | ||||||
Stockholders equity: |
||||||||
Common stock, $0.01 par value |
347 | 351 | ||||||
Additional paid-in capital |
465,908 | 486,540 | ||||||
Accumulated other comprehensive income, net |
794 | 2,056 | ||||||
Accumulated deficit |
(58,966 | ) | (66,382 | ) | ||||
Total stockholders equity |
408,083 | 422,565 | ||||||
Total liabilities and stockholders equity |
$ | 847,150 | $ | 939,280 | ||||
BLACKBOARD INC.
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
Six Months Ended | ||||||||
June 30 | ||||||||
2010 | 2011 | |||||||
(in thousands) | ||||||||
Cash flows from operating activities |
||||||||
Net income (loss) |
$ | 9,396 | $ | (7,416 | ) | |||
Adjustments to reconcile net income (loss) to net cash used in operating activities: |
||||||||
Deferred income taxes |
1,266 | (10,096 | ) | |||||
Excess tax benefits from stock-based compensation |
(2,799 | ) | (174 | ) | ||||
Amortization of debt discount and issuance costs |
3,065 | 2,996 | ||||||
Depreciation and amortization |
9,537 | 12,252 | ||||||
Amortization of intangibles resulting from acquisitions |
18,337 | 16,815 | ||||||
Change in allowance for doubtful accounts |
(120 | ) | 442 | |||||
Stock-based compensation |
10,023 | 10,989 | ||||||
Changes in operating assets and liabilities, net of effect of acquisitions: |
||||||||
Accounts receivable |
(15,317 | ) | (65,152 | ) | ||||
Prepaid expenses and other current assets |
(1,183 | ) | (6,502 | ) | ||||
Deferred cost of revenues |
2,156 | (1,532 | ) | |||||
Accounts payable |
171 | 3,189 | ||||||
Accrued expenses |
8,384 | 23,134 | ||||||
Deferred rent |
(256 | ) | (78 | ) | ||||
Deferred revenues |
(46,227 | ) | 866 | |||||
Net cash used in operating activities |
(3,567 | ) | (20,267 | ) | ||||
Cash flows from investing activities |
||||||||
Purchases of property and equipment |
(12,791 | ) | (14,638 | ) | ||||
Acquisitions, net of cash acquired |
(40,158 | ) | (6,107 | ) | ||||
Net cash used in investing activities |
(52,949 | ) | (20,745 | ) | ||||
Cash flows from financing activities |
||||||||
Releases of letters of credit |
61 | 27 | ||||||
Payment for debt issuance costs |
| (300 | ) | |||||
Proceeds from revolving credit facility |
| 46,000 | ||||||
Excess tax benefits from stock-based compensation |
2,799 | 174 | ||||||
Proceeds from exercise of stock options |
23,587 | 9,473 | ||||||
Net cash provided by financing activities |
26,447 | 55,374 | ||||||
Net (decrease) increase in cash and cash equivalents |
(30,069 | ) | 14,362 | |||||
Cash and cash equivalents at beginning of period |
167,353 | 70,314 | ||||||
Cash and cash equivalents at end of period |
$ | 137,284 | $ | 84,676 | ||||
About Blackboard Inc.
Blackboard Inc. (NASDAQ: BBBB) is a global leader in enterprise technology and innovative solutions that
improve the experience of millions of students and learners around the world every day.
Blackboards solutions allow thousands of higher education, K-12, professional, corporate,
and government organizations to extend teaching and learning online, facilitate campus commerce
and security, and communicate more effectively with their communities. Founded in 1997,
Blackboard is headquartered in Washington, D.C., with offices in North America, Europe, Asia and Australia.
Additional Information and Where to Find It
Blackboard intends to file with the Securities and Exchange Commission (the SEC)
a proxy statement in connection with the proposed transaction. The definitive proxy statement
will be sent or given to the stockholders of Blackboard and will contain important information
about the proposed transaction and related matters. BEFORE MAKING ANY VOTING DECISION,
BLACKBOARDS STOCKHOLDERS ARE URGED TO READ THE PROXY STATEMENT CAREFULLY AND IN ITS
ENTIRETY BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. The proxy
statement and other relevant materials (when they become available), and any other documents
filed by Blackboard with the SEC, may be obtained free of charge at the SECs
website at www.sec.gov. In addition, security holders will be able to obtain free copies
of the proxy statement from Blackboard by contacting Blackboards
Investor Relations Department (i) by mail to Blackboard Inc., 650 Massachusetts Avenue, NW,
6th Floor, Washington, DC 20001, Attn: Investor Relations Department, (ii) by
telephone at 202-463-4860 or (iii) by e-mail to Investor@Blackboard.com.
Participants in the Solicitation
Blackboard and its directors and executive officers may be deemed to be participants in the
solicitation of proxies from Blackboards stockholders in connection with the proposed
transaction. Information about Blackboard's directors and executive officers is set
forth in Blackboards proxy statement for its 2011 Annual Meeting of Stockholders,
which was filed with the SEC on April 21, 2011, and its Annual Report on Form 10-K
for the year ended December 31, 2010, which was filed with the SEC on February 18, 2011.
These documents are available free of charge at the SECs web site at www.sec.gov, and
from Blackboard by contacting Blackboards Investor Relations Department
(i) by mail to Blackboard Inc., 650 Massachusetts Avenue, NW, 6th Floor, Washington,
DC 20001, Attn: Investor Relations Department, (ii) by telephone at 202-463-4860 or (iii)
by e-mail to Investor@Blackboard.com. Additional information regarding the interests of participants
in the solicitation of proxies in connection with the transaction will be included in the proxy
statement that Blackboard intends to file with the SEC.
Forward-Looking Statements
Any statements in this press release about future expectations, plans and prospects for
Blackboard and other statements containing the words believes, anticipates, plans,
expects, will, and similar expressions, constitute forward-looking statements
within the meaning of The Private Securities Litigation Reform Act of 1995. Actual results
may differ materially from those indicated by such forward-looking statements as a result of
various important factors, including but not limited to: the ability of the parties to
consummate the proposed transaction with Providence in a timely manner or at all; the
satisfaction of conditions precedent to consummation of the transaction, including the ability to
secure regulatory approvals and approval by Blackboards stockholders; successful completion
of anticipated financing arrangements; the possibility of litigation (including litigation related
to the transaction itself); and other risks described in Blackboards filings with the SEC,
including the factors discussed in the Risk Factors section of our Form 10-K
filed on February 18, 2011 and Form 10-Q filed on May 9, 2011 with the
SEC. In addition, the forward-looking statements included in this press release represent the
Companys views as of August 3, 2011. The Company anticipates that subsequent events and
developments will cause the Companys views to change. However, while the Company may elect
to update these forward-looking statements at some point in the future, the Company specifically
disclaims any obligation to do so. These forward-looking statements should not be relied upon as
representing the Companys views as of any date subsequent to August 3, 2011.
Use of Non-GAAP Financial Measures
This release includes information about the Companys non-GAAP revenue, non-GAAP net income,
non-GAAP net income per diluted share, and free cash flow, which are non-GAAP
financial measures. Management believes that these measures provide additional useful information to investors
regarding the Company's ongoing financial condition and results of operations and aspects of
current operating performance that can be effectively managed. Because the Company has
historically reported non-GAAP results to the investment community, management also believes
the inclusion of these non-GAAP financial measures provides enhanced comparability in its financial
reporting and facilitates investors understanding of the Companys
historic operating trends by providing an additional basis for comparisons to prior
periods. In addition, the Companys
internal reporting, including information provided to the Companys
Audit Committee and Board of Directors, contains non-GAAP measures. The Company has also
adopted internal compensation metrics that are determined on a basis that reflects
non-GAAP measures and other items as determined by the Board of Directors.
In 2010, the Companys non-GAAP net income and non-GAAP net income per diluted share excluded
the amortization or impairment of intangible assets, stock-based compensation expense and non-cash
interest expense, all net of taxes. Beginning in 2011, the Companys
non-GAAP financial measures will also exclude certain impacts of acquisitions. Specifically,
the Companys non-GAAP revenue, non-GAAP net income and non-GAAP net income per diluted
share measures will include deferred revenue of entities we have acquired that would have been
recognized but for GAAPs purchase accounting treatment requiring the
elimination of this deferred revenue upon acquisition. While we cannot be certain
that customers will renew the contracts that generated the deferred revenue, the Company
has historically experienced high renewal rates and we believe GAAP results, which eliminate
the recognition of these deferred revenues, alone do not fully capture all of the Companys
economic activities. Further, the Companys
non-GAAP net income and non-GAAP net income per diluted share measure will include the
deferred revenue adjustment and exclude certain transition, integration and transaction-related
expense items resulting from acquisitions and non-cash translation gains or losses, all
net of taxes. The Company does not consider these adjustments to be related to the organic
continuing operations of the acquired businesses and they are generally not relevant to assessing or
estimating the long-term performance of the acquired assets. Although acquisition-related revenue
and expenses are generally non-recurring with respect to past acquisitions, the Company generally
will incur these adjustments in connection with any future acquisitions; however, the size,
complexity and/or volume of past acquisitions, which often drives the magnitude of acquisition-related
costs, may not be indicative of the size, complexity and/or volume of future acquisitions. Because
the Company considers these revenue and expense adjustments, to a great extent, to be
unpredictable and dependent on a significant number of factors that are outside of the control
of the Company, the non-GAAP measures that exclude these adjustments allow management
to better evaluate the Companys ability to utilize its existing assets and estimate the
long-term value that acquired assets will generate for the Company. For the same reasons,
the non-GAAP measures will be useful to investors because they will allow for more complete comparisons
of forward-looking guidance to the financial results of historical operations and the financial results
of peer companies.
A material limitation associated with the use of the above non-GAAP financial measures
is that they have no standardized measurement prescribed by GAAP and may not be comparable with
similar non-GAAP financial measures used by other companies. The Company compensates
for these limitations by providing full disclosure of each non-GAAP financial measure
and reconciliation to the most directly comparable GAAP financial measure which investors can use to
appropriately consider each financial measure determined under GAAP as well as on
the non-GAAP basis. However, the non-GAAP financial measures should not be considered
in isolation from, or as a substitute for, financial information prepared in accordance with GAAP.
In addition to the information contained in this release, investors should also review
information contained in the Companys Form 10-K dated February 18, 2011 and
Form 10-Q dated May 9, 2011, as well as other filings with the Securities
and Exchange Commission when assessing the Companys
financial condition and results of operations. A reconciliation of GAAP to non-GAAP
revenue, non-GAAP net income, non-GAAP net income per diluted share and non-GAAP free
cash flow is included in this press release.
Contacts:
For Financial Media and Investors:
Michael J. Stanton
Senior Vice President, Investor Relations
Blackboard Inc.
+1 (202) 463-4860 ext. 2305
Senior Vice President, Investor Relations
Blackboard Inc.
+1 (202) 463-4860 ext. 2305
For Education & General Media:
Matthew Maurer
Senior Director, Public Relations
+1 (202) 463-4860 ext. 2637
matthew.maurer@blackboard.com
Senior Director, Public Relations
+1 (202) 463-4860 ext. 2637
matthew.maurer@blackboard.com
# # #