Attached files
| file | filename |
|---|---|
| 8-K - 8-K - BLACKBAUD INC | d284115d8k.htm |
| EX-2.4 - EX-2.4 - BLACKBAUD INC | d284115dex24.htm |
| EX-99.2 - EX-99.2 - BLACKBAUD INC | d284115dex992.htm |
| EX-99.1 - EX-99.1 - BLACKBAUD INC | d284115dex991.htm |
| EX-10.52 - EX-10.52 - BLACKBAUD INC | d284115dex1052.htm |
 January
17,
2012
Blackbaud
Announces
Agreement
to
Acquire
Convio
Accelerates
Multi-Channel
Supporter Engagement
Exhibit 99.3 |
 Forward-Looking Statements
This
presentation
contains
“forward-looking
statements”
relating
to
the
acquisition
of
Convio
by
Blackbaud
and
the
companies’
potential
combined
business.
Those
forward-looking
statements
are
based
on
current
expectations
and
involve
inherent risks and uncertainties, including factors that could delay, divert or
change any of them, and actual outcomes and results
could
differ
materially.
Among
other
risks,
there
can
be
no
guarantee
that
the
acquisition
will
be
completed,
or
if
it
is
completed,
that
it
will
close
within
the
anticipated
time
period
or
that
the
expected
benefits
of
the
acquisition
and
combined
business
will
be
realized.
These
forward-looking
statements
should
be
evaluated
together
with
the
risk
factors
and
uncertainties that affect Blackbaud’s and Convio’s businesses,
particularly those identified in their Annual Reports on Form 10-K
and
other
filings
with
the
U.S.
Securities
and
Exchange
Commission,
or
SEC.
Except
as
might
be
required
by
law,
neither
company
undertakes
any
obligation
to
publicly
update
any
forward-looking
statement,
whether
as
a
result
of
new
information, future events or otherwise.
Additional Information
The tender offer for Convio stock has not yet commenced, and this presentation is
neither an offer to purchase nor a solicitation
of
an
offer
to
sell
securities.
At
the
time
the
tender
offer
is
commenced,
Blackbaud’s
wholly
owned
subsidiary
Caribou
Acquisition
Corporation
will
file
with
the
SEC
a
tender
offer
statement
on
Schedule
TO.
Investors
and
Convio
stockholders should read the tender offer statement (including an offer to
purchase, letter of transmittal and related tender offer documents) and the
related solicitation/recommendation statement on Schedule 14D-9 that will be filed by Convio with
the
SEC,
because
they
will
contain
important
information.
These
documents
will
be
available
at
no
charge
on
the
SEC’s
website
at
www.sec.gov.
In
addition,
a
copy
of
the
offer
to
purchase,
letter
of
transmittal
and
other
related
tender
offer
documents
may
be
obtained
free
of
charge
from
Blackbaud
at
www.blackbaud.com
or
its
Office
of
the
[Investor
Relations],
2000 Daniel Island Drive, Charleston, SC 29492.
Convio will make available to all its stockholders a copy of the tender offer
statement
and
the
solicitation/recommendation
statement
free
of
charge
at
www.convio.com
or
you
can
get
one
by
contacting
Convio
[Investor
Relations]
at
11501
Domain
Drive,
Suite
200,
Austin,
TX
78758,
phone
888-528-9501.
In addition to the offer to purchase, the related letter of transmittal and other
offer documents, as well as the solicitation/recommendation statement,
Blackbaud and Convio file annual, quarterly and special reports, proxy
statements and
other
information
with
the
SEC.
You
may
read
and
copy
any
of
these
reports,
statements
or
other
information
in
the
EDGAR
database
at
the
SEC
website,
www.sec.gov,
or
at
the
SEC
public
reference
room
at
100
F
Street,
N.E.,
Washington, D.C. 20549.
Please call the SEC at 1-800-SEC-0330 for further information on the
public reference room. 2 |
 3
•
Leading supplier of software and
services to the non profit sector
•
Founded 1981
•
IPO 2004
•
25,000+ nonprofit customers
in 60 countries
•
2,200+ employees worldwide
•
12 global offices
•
Headquarters in Charleston, SC
•
TTM revenue ended 9/30/11:
-
~$363 million
•
TTM EBITDA ended 9/30/11
(1)
:
-
~$85 million
WHO IS BLACKBAUD?
Blackbaud’s Purpose
To power the business of philanthropy from
____________________
(1)
Non-GAAP , unaudited
fundraising through outcomes |
 4
ACQUISITION STRATEGIC RATIONALE
Highly complementary solutions
•
Convio’s SaaS-based capabilities for large events, advocacy and federated
organizations complement our current solutions •
Enables us to offer a comprehensive set of multi-channel supporter engagement
solutions to nonprofit organizations Enhances ability to deliver value to
customers •
Brings significant domain expertise, innovation and thought leadership, especially in
online, advocacy and social •
Valuable experience in effectively scaling a SaaS business
Significant cross-sell opportunity
•
Convio has over 1,500 customers, many that are new to Blackbaud’s 25,000+ customer
base •
Integration
of
specific
Blackbaud
and
Convio
offerings
will
provide
seamless
solutions
Accelerates Blackbaud’s SaaS expansion
•
Significant addition to our growing subscription and transactional revenue base
•
Combined
pro
forma
subscription
and
usage
revenue
annualized
run
rate
of
~$170
million
&
total
recurring
revenue
run
rate of
~$300 million (Quarter ended 9/30/11, non-GAAP,
unaudited) Attractive financial impact
•
Transaction is expected to be accretive to non-GAAP EPS in 2012 and beyond
|
 KEY
TRANSACTION TERMS Transaction
Purchase Price
Timing
Financing
•
On January 16, 2012, Blackbaud entered into a definitive merger agreement to acquire
Convio •
The acquisition is structured as a cash tender offer
•
All Convio directors and officers and certain of its affiliates (representing over 30%
of the outstanding shares in total) have agreed to tender all of their
respective shares subject to tender and support agreements
•
Blackbaud
will
acquire
all
outstanding
shares
of
common
stock
of
Convio
for
$16.00
per
share
in
cash, or an enterprise value of approximately $275 million (based on fully diluted
shares and net of approximately
$50
million
of
cash
and
debt
(1)
)
•
The
per
share
price
represents
a
premium
of
49%
over
Convio’s
January
13
closing
price
•
The
acquisition
is
expected
to
close
during
the
first
quarter
of
2012
•
The consummation of the tender offer is subject to various conditions, including a
minimum tender of at least a majority of outstanding Convio shares on a fully
diluted basis, the expiration or termination of the waiting period under the
Hart Scott Rodino Antitrust Improvements Act and other customary conditions.
The board of directors of both companies have unanimously approved the transaction
•
The transaction will be financed through a combination of existing cash and
newly-issued syndicated debt
(1)
Net cash balance of $50 million based on Convio’s public filings as of
[September 30, 2011]. 5
th |
 6
____________________
(1)
Source: CNVO Public filings.
(2)
Excludes stock-based compensation and acquisition-related transaction
costs. (3)
See the non-GAAP disclosure and reconciliation at the end of this presentation. CONVIO OVERVIEW
Headquarters
Key Offices
3 Party Hosting
Facility
Austin, TX
Sacramento, CA
San Francisco, CA
Overland Park, KS
Lincoln, NE
Washington DC
Convio at a Glance
(1)
Convio provides on-demand constituent engagement
solutions that enable non-profit organizations to raise funds,
advocate for change and cultivate relationships with
donors, activists, volunteers, alumni and other constituents
Serves more than 1,500 nonprofits of all sizes, including 29
of the top 50 US charities
Convio was founded in 1999 and is headquartered in
Austin, TX
Convio went public in April 2010
YoY Growth: 100%
32% 11% 11%
14%
Adjusted EBITDA Margin
Adjusted EBITDA
Revenue
(1)
Adjusted EBITDA
(1)
(2) (3)
$43.1
$57.0
$63.1
$69.7
$52.8
$60.0
6
rd |
 Other
Blackbaud
Convio
____________________
(1)
Sourced from various industry and internal sources. Represents estimate of
2010 market size. Online
Giving
Rapidly
Growing
(1)
$19.0
$1.5
$0.6
Significant
Opportunity
in
Online
Fundraising
($bn)
(1)
New fundraising and communication
channels
are expanding, not
replacing traditional channels
Online fundraising and advocacy are
important and growing components
of the
Nonprofit supporters engage across
multiple channels
and expect cross-
channel consistency
WELL POSITIONED IN LARGE AND GROWING SEGMENT
$0
$5
$10
$15
$20
$25
2006
2007
2008
2009
2010
total supporter journey
7 |
 APPENDIX
8 |
 RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL
MEASURES
(in thousands)
Blackbaud
Convio
Pro Forma Combined Total
GAAP revenue
363,165
$
76,933
$
440,098
$
Reconcilation of net income to adjusted EBITDA:
GAAP net income
34,817
$
2,441
$
37,258
$
Non-GAAP adjustments:
Add: Interest expense (income), net
(106)
(89)
(195)
Add: Income tax expense
17,562
214
17,776
Add: Depreciation expense
9,058
2,274
11,332
Add: Amortization of intangibles from business
combinations and capitalized software costs
7,336
1,675
9,011
Add: Stock-based compensation expense
14,732
2,815
17,547
Add: Acquisition-related expenses
2,054
702
2,756
Less: Gain on sale of assets
(550)
-
(550)
Total Non-GAAP adjustments
50,086
7,591
57,677
Non-GAAP adjusted EBITDA
84,903
$
10,032
$
94,935
$
GAAP cash flow from operating activities
74,764
$
8,234
$
82,998
$
Non-GAAP adjustments:
Less: Capital expenditures
(13,160)
(3,295)
(16,455)
Free cash flow
61,604
$
4,939
$
66,543
$
Twelve months ended September 30, 2011
Blackbaud, Inc.
Reconciliation of GAAP to Non-GAAP financial measures
(Unaudited)
Confidential
9 |