UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
20549
FORM 10-Q
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þ
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934.
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For the quarterly period ended
September 30, 2007
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OR
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934.
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Commission file number
000-50784
Blackboard Inc.
(Exact Name of Registrant as
Specified in Its Charter)
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Delaware
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52-2081178
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(State or Other Jurisdiction
of
Incorporation or Organization)
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(I.R.S. Employer
Identification No.)
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1899 L Street, N.W.
Washington D.C.
(Address of Principal
Executive Offices)
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20036
(Zip Code)
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Registrants Telephone Number, Including Area Code:
(202) 463-4860
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 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.
Large accelerated
filer
þ
Accelerated
filer
o
Non-accelerated
filer
o
Indicate by check mark whether the registrant is a shell company
(as defined in
Rule 12b-2
of the Exchange
Act). Yes
o
No
þ
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Class
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Outstanding at October 31, 2007
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Common Stock, $0.01 par value
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29,129,752
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Blackboard
Inc.
Quarterly Report on
Form 10-Q
For the Quarter Ended September 30, 2007
INDEX
Throughout this Quarterly Report on
Form 10-Q,
the terms we, us, our and
Blackboard refer to Blackboard Inc. and its
subsidiaries.
ii
PART I
FINANCIAL INFORMATION
|
|
Item 1.
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Consolidated
Financial Statements
|
BLACKBOARD
INC.
CONSOLIDATED BALANCE SHEETS
(In thousands, except share and per share data)
|
|
|
|
|
|
|
|
|
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December 31,
|
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|
September 30,
|
|
|
|
2006
|
|
|
2007
|
|
|
|
|
|
|
(Unaudited)
|
|
|
Current assets:
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
$
|
30,776
|
|
|
$
|
208,032
|
|
Accounts receivable, net of allowance for doubtful accounts of
$767 and $821 at December 31, 2006 and September 30,
2007, respectively
|
|
|
52,394
|
|
|
|
65,818
|
|
Inventories
|
|
|
2,377
|
|
|
|
2,156
|
|
Prepaid expenses and other current assets
|
|
|
3,514
|
|
|
|
5,690
|
|
Deferred tax asset, current portion
|
|
|
7,326
|
|
|
|
8,480
|
|
Deferred cost of revenues, current portion
|
|
|
7,983
|
|
|
|
8,656
|
|
|
|
|
|
|
|
|
|
|
Total current assets
|
|
|
104,370
|
|
|
|
298,832
|
|
Deferred tax asset, noncurrent portion
|
|
|
25,431
|
|
|
|
21,619
|
|
Deferred cost of revenues, noncurrent portion
|
|
|
4,253
|
|
|
|
3,658
|
|
Restricted cash
|
|
|
1,999
|
|
|
|
2,337
|
|
Property and equipment, net
|
|
|
12,761
|
|
|
|
16,179
|
|
Goodwill
|
|
|
101,644
|
|
|
|
105,730
|
|
Intangible assets, net
|
|
|
56,841
|
|
|
|
44,986
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
$
|
307,299
|
|
|
$
|
493,341
|
|
|
|
|
|
|
|
|
|
|
Current liabilities:
|
|
|
|
|
|
|
|
|
Accounts payable
|
|
$
|
2,238
|
|
|
$
|
1,116
|
|
Accrued expenses
|
|
|
20,519
|
|
|
|
22,194
|
|
Term loan, current portion
|
|
|
246
|
|
|
|
|
|
Deferred rent, current portion
|
|
|
371
|
|
|
|
144
|
|
Deferred revenues, current portion
|
|
|
117,972
|
|
|
|
130,507
|
|
|
|
|
|
|
|
|
|
|
Total current liabilities
|
|
|
141,346
|
|
|
|
153,961
|
|
Term loan, noncurrent portion, net of debt discount of $777
|
|
|
23,377
|
|
|
|
|
|
Notes payable, net of debt discount of $3,969
|
|
|
|
|
|
|
161,031
|
|
Deferred rent, noncurrent portion
|
|
|
157
|
|
|
|
739
|
|
Deferred revenues, noncurrent portion
|
|
|
2,298
|
|
|
|
3,229
|
|
Commitments and contingencies
|
|
|
|
|
|
|
|
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Stockholders equity:
|
|
|
|
|
|
|
|
|
Preferred stock, $0.01 par value; 5,000,000 shares
authorized, and no shares issued or outstanding
|
|
|
|
|
|
|
|
|
Common stock, $0.01 par value; 200,000,000 shares
authorized; 28,248,214 and 29,079,610 shares issued and
outstanding at December 31, 2006 and September 30,
2007, respectively
|
|
|
282
|
|
|
|
291
|
|
Additional paid-in capital
|
|
|
231,331
|
|
|
|
257,493
|
|
Accumulated deficit
|
|
|
(91,492
|
)
|
|
|
(83,403
|
)
|
|
|
|
|
|
|
|
|
|
Total stockholders equity
|
|
|
140,121
|
|
|
|
174,381
|
|
|
|
|
|
|
|
|
|
|
Total liabilities and stockholders equity
|
|
$
|
307,299
|
|
|
$
|
493,341
|
|
|
|
|
|
|
|
|
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|
See notes to unaudited consolidated financial statements.
1
BLACKBOARD
INC.
UNAUDITED CONSOLIDATED STATEMENTS OF
OPERATIONS
(In thousands, except share and per share data)
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|
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|
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|
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Three Months Ended September 30,
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|
Nine Months Ended September 30,
|
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2006
|
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2007
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|
2006
|
|
|
2007
|
|
|
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Product
|
|
$
|
43,435
|
|
|
$
|
53,993
|
|
|
$
|
113,597
|
|
|
$
|
156,273
|
|
Professional services
|
|
|
6,919
|
|
|
|
7,569
|
|
|
|
18,046
|
|
|
|
19,973
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenues
|
|
|
50,354
|
|
|
|
61,562
|
|
|
|
131,643
|
|
|
|
176,246
|
|
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of product revenues, excludes $2,800 and $2,928 for the
three months ended September 30, 2006 and 2007,
respectively, and $6,533 and $8,676 for the nine months ended
September 30, 2006 and 2007, respectively, in amortization
of acquired technology included in amortization of intangibles
resulting from acquisitions shown below(1)
|
|
|
11,354
|
|
|
|
11,955
|
|
|
|
29,348
|
|
|
|
35,611
|
|
Cost of professional services revenues(1)
|
|
|
4,385
|
|
|
|
4,437
|
|
|
|
12,061
|
|
|
|
12,339
|
|
Research and development(1)
|
|
|
8,000
|
|
|
|
6,927
|
|
|
|
20,157
|
|
|
|
20,842
|
|
Sales and marketing(1)
|
|
|
16,678
|
|
|
|
18,215
|
|
|
|
43,920
|
|
|
|
49,418
|
|
General and administrative(1)
|
|
|
9,661
|
|
|
|
10,383
|
|
|
|
27,063
|
|
|
|
28,242
|
|
Amortization of intangibles resulting from acquisitions
|
|
|
5,377
|
|
|
|
5,496
|
|
|
|
12,591
|
|
|
|
16,388
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total operating expenses
|
|
|
55,455
|
|
|
|
57,413
|
|
|
|
145,140
|
|
|
|
162,840
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Loss) income from operations
|
|
|
(5,101
|
)
|
|
|
4,149
|
|
|
|
(13,497
|
)
|
|
|
13,406
|
|
Other (expense) income, net:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense
|
|
|
(1,860
|
)
|
|
|
(1,920
|
)
|
|
|
(3,756
|
)
|
|
|
(3,835
|
)
|
Interest income
|
|
|
341
|
|
|
|
2,420
|
|
|
|
1,974
|
|
|
|
3,332
|
|
Other (expense) income
|
|
|
(155
|
)
|
|
|
1,021
|
|
|
|
(301
|
)
|
|
|
1,970
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Loss) income before benefit (provision) for income taxes
|
|
|
(6,775
|
)
|
|
|
5,670
|
|
|
|
(15,580
|
)
|
|
|
14,873
|
|
Benefit (provision) for income taxes
|
|
|
2,000
|
|
|
|
(2,391
|
)
|
|
|
4,642
|
|
|
|
(6,211
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (loss) income
|
|
$
|
(4,775
|
)
|
|
$
|
3,279
|
|
|
$
|
(10,938
|
)
|
|
$
|
8,662
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (loss) income per common share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
$
|
(0.17
|
)
|
|
$
|
0.11
|
|
|
$
|
(0.39
|
)
|
|
$
|
0.30
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted
|
|
$
|
(0.17
|
)
|
|
$
|
0.11
|
|
|
$
|
(0.39
|
)
|
|
$
|
0.29
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average number of common shares:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
|
27,922,879
|
|
|
|
28,956,253
|
|
|
|
27,760,438
|
|
|
|
28,668,076
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted
|
|
|
27,922,879
|
|
|
|
30,116,974
|
|
|
|
27,760,438
|
|
|
|
29,981,276
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) Includes the following amounts related to stock-based
compensation:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of product revenues
|
|
$
|
113
|
|
|
$
|
183
|
|
|
$
|
277
|
|
|
$
|
469
|
|
Cost of professional services revenues
|
|
|
150
|
|
|
|
181
|
|
|
|
519
|
|
|
|
471
|
|
Research and development
|
|
|
168
|
|
|
|
102
|
|
|
|
444
|
|
|
|
351
|
|
Sales and marketing
|
|
|
899
|
|
|
|
1,248
|
|
|
|
2,239
|
|
|
|
3,178
|
|
General and administrative
|
|
|
931
|
|
|
|
1,817
|
|
|
|
2,559
|
|
|
|
4,292
|
|
See notes to unaudited consolidated financial statements.
2
BLACKBOARD
INC.
UNAUDITED CONSOLIDATED STATEMENTS OF CASH
FLOWS
|
|
|
|
|
|
|
|
|
|
|
Nine Months
|
|
|
|
Ended September 30,
|
|
|
|
2006
|
|
|
2007
|
|
|
|
(In thousands)
|
|
|
Cash flows from operating activities
|
|
|
|
|
|
|
|
|
Net (loss) income
|
|
$
|
(10,938
|
)
|
|
$
|
8,662
|
|
Adjustments to reconcile net (loss) income to net cash provided
by operating activities:
|
|
|
|
|
|
|
|
|
Deferred income tax benefit
|
|
|
(6,078
|
)
|
|
|
(2,278
|
)
|
Excess tax benefit from stock-based compensation
|
|
|
(248
|
)
|
|
|
(6,233
|
)
|
Amortization of debt discount
|
|
|
940
|
|
|
|
1,352
|
|
Depreciation and amortization
|
|
|
6,572
|
|
|
|
7,858
|
|
Amortization of intangibles resulting from acquisitions
|
|
|
12,591
|
|
|
|
16,388
|
|
Change in allowance for doubtful accounts
|
|
|
(143
|
)
|
|
|
54
|
|
Noncash stock-based compensation
|
|
|
6,038
|
|
|
|
8,761
|
|
Changes in operating assets and liabilities, net of effect of
acquisitions:
|
|
|
|
|
|
|
|
|
Accounts receivable
|
|
|
(30,712
|
)
|
|
|
(13,478
|
)
|
Inventories
|
|
|
(637
|
)
|
|
|
221
|
|
Prepaid expenses and other current assets
|
|
|
496
|
|
|
|
(2,176
|
)
|
Deferred cost of revenues
|
|
|
(1,745
|
)
|
|
|
(78
|
)
|
Accounts payable
|
|
|
(575
|
)
|
|
|
(1,122
|
)
|
Accrued expenses
|
|
|
(4,883
|
)
|
|
|
8,038
|
|
Deferred rent
|
|
|
(142
|
)
|
|
|
355
|
|
Deferred revenues
|
|
|
40,048
|
|
|
|
13,466
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by operating activities
|
|
|
10,584
|
|
|
|
39,790
|
|
Cash flows from investing activities
|
|
|
|
|
|
|
|
|
Acquisition of WebCT, Inc., net of cash acquired
|
|
|
(154,628
|
)
|
|
|
|
|
Purchases of property and equipment
|
|
|
(8,188
|
)
|
|
|
(11,154
|
)
|
Payments for patent enforcement costs
|
|
|
|
|
|
|
(2,978
|
)
|
Purchase of intangible assets
|
|
|
|
|
|
|
(1,530
|
)
|
Sale of held-to-maturity investments
|
|
|
23,546
|
|
|
|
|
|
Sale of available-for-sale investments
|
|
|
39,056
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash used in investing activities
|
|
|
(100,214
|
)
|
|
|
(15,662
|
)
|
Cash flows from financing activities
|
|
|
|
|
|
|
|
|
Proceeds from revolving credit facility
|
|
|
10,000
|
|
|
|
|
|
Payments on revolving credit facility
|
|
|
(10,000
|
)
|
|
|
|
|
Proceeds from term loan
|
|
|
57,522
|
|
|
|
|
|
Payments on term loan
|
|
|
(15,450
|
)
|
|
|
(24,400
|
)
|
Proceeds from notes payable
|
|
|
|
|
|
|
160,456
|
|
Release of letter of credit
|
|
|
1,517
|
|
|
|
|
|
Payments on letters of credit
|
|
|
|
|
|
|
(338
|
)
|
Excess tax benefits from stock-based compensation
|
|
|
248
|
|
|
|
6,233
|
|
Proceeds from exercise of stock options
|
|
|
6,943
|
|
|
|
11,177
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by financing activities
|
|
|
50,780
|
|
|
|
153,128
|
|
|
|
|
|
|
|
|
|
|
Net (decrease) increase in cash and cash equivalents
|
|
|
(38,850
|
)
|
|
|
177,256
|
|
Cash and cash equivalents at beginning of period
|
|
|
75,895
|
|
|
|
30,776
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at end of period
|
|
$
|
37,045
|
|
|
$
|
208,032
|
|
|
|
|
|
|
|
|
|
|
See notes to unaudited consolidated financial statements.
3
BLACKBOARD
INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
For the
Nine Months Ended September 30, 2006 and 2007
In these Notes to Unaudited Consolidated Financial
Statements, the terms the Company and
Blackboard refer to Blackboard Inc. and its
subsidiaries
.
Blackboard is a leading provider of enterprise software
applications and related services to the education industry. The
Companys suites of products include the following
products:
Blackboard Learning
System
tm
,
Blackboard Community
System
tm
,
Blackboard Content
System
tm
,
Blackboard Outcomes
System
tm
,
Blackboard Portfolio
System
tm
,
Blackboard Transaction
System
tm
and Blackboard
One
tm
.
The accompanying unaudited consolidated financial statements
have been prepared in accordance with U.S. generally
accepted accounting principles for interim financial information
and the instructions to
Form 10-Q
and Article 10 of
Regulation S-X.
Accordingly, they do not include all of the information and
notes required by U.S. generally accepted accounting
principles for complete financial statements. In the opinion of
management, all adjustments (consisting of normal recurring
adjustments) considered necessary for a fair presentation have
been included. The results of operations for the three and nine
months ended September 30, 2007 are not necessarily
indicative of the results that may be expected for the full
fiscal year. The consolidated balance sheet at December 31,
2006 has been derived from the audited consolidated financial
statements at that date but does not include all of the
information and notes required by U.S. generally accepted
accounting principles for complete financial statements.
These consolidated financial statements should be read in
conjunction with the audited consolidated financial statements
as of December 31, 2005 and 2006 and for each of the three
years in the period ended December 31, 2006 included in the
Companys Annual Report on
Form 10-K
filed with the Securities and Exchange Commission on
February 23, 2007.
Principles
of Consolidation
The consolidated financial statements include the accounts of
the Company and its wholly-owned subsidiaries after elimination
of all significant intercompany balances and transactions.
Foreign
Currency Translation
The functional currency of the Companys foreign
subsidiaries is the U.S. dollar. The Company remeasures the
monetary assets and liabilities of its foreign subsidiaries,
which are maintained in the local currency ledgers, at the rates
of exchange in effect at month end. Revenues and expenses
recorded in the local currency during the period are translated
using average exchange rates for each month. Non-monetary assets
and liabilities are translated using historical rates. Resulting
adjustments from the remeasurement process are included in other
income (expense) in the accompanying consolidated statements of
operations.
Use of
Estimates
The preparation of financial statements in conformity with
U.S. generally accepted accounting principles requires
management to make estimates and assumptions that affect the
reported amounts of assets and liabilities, the disclosure of
contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from
those estimates.
Fair
Value of Financial Instruments
Statement of Financial Accounting Standards (SFAS)
No. 107,
Disclosures about Fair Value of Financial
Instruments,
requires disclosures of fair value
information about financial instruments, whether or not
recognized
4
BLACKBOARD
INC.
NOTES TO
UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
in the balance sheet, for which it is practicable to estimate
that value. Due to their short-term nature, the carrying amounts
reported in the consolidated financial statements approximate
the fair value for cash and cash equivalents, accounts
receivable, accounts payable and accrued expenses. As of
September 30, 2007, the fair value of the Companys
long-term debt was $178.2 million based on the quoted
market price.
Deferred
Income Taxes
Deferred tax assets and liabilities are determined based on
temporary differences between the financial reporting bases and
the tax bases of assets and liabilities. Deferred tax assets are
also recognized for tax net operating loss carryforwards. These
deferred tax assets and liabilities are measured using the
enacted tax rates and laws that will be in effect when such
amounts are expected to reverse or be utilized. The realization
of total deferred tax assets is contingent upon the generation
of future taxable income. Valuation allowances are provided to
reduce such deferred tax assets to amounts more likely than not
to be ultimately realized.
Income tax provision includes U.S. federal, state and local
income taxes and is based on pre-tax income or loss. The interim
period provision or benefit for income taxes is based upon the
Companys estimate of its annual effective income tax rate.
In determining the estimated annual effective income tax rate,
the Company analyzes various factors, including projections of
the Companys annual earnings and taxing jurisdictions in
which the earnings will be generated, the impact of state and
local income taxes and the ability of the Company to use tax
credits and net operating loss carryforwards.
The Company adopted the provisions of Financial Accounting
Standards Board (FASB) Interpretation No. 48,
Accounting for Uncertainty in Income Taxes
an interpretation of FASB Statement No. 109
(FIN 48), on January 1, 2007. FIN 48
clarifies the accounting for uncertainty in income taxes
recognized in an enterprises financial statements in
accordance with SFAS No. 109,
Accounting for
Income Taxes.
It prescribes that a company should use
a more-likely-than-not recognition threshold based on the
technical merits of the tax position taken. Tax positions that
meet the more-likely-than-not recognition threshold should be
measured as the largest amount of the tax benefits, determined
on a cumulative probability basis, which is more likely than not
to be realized upon ultimate settlement in the financial
statements. As a result of the implementation of FIN 48,
the Company recognized an increase of $0.5 million in the
unrecognized tax benefit liability, which was accounted for as
an increase to the January 1, 2007 accumulated deficit
balance. At September 30, 2007, the Companys
unrecognized tax benefit liability totaled $0.6 million,
all of which would affect the Companys effective tax rate
if recognized. Also, upon adoption of FIN 48, the Company
reclassified $1.0 million of previously accrued tax
contingencies which were included in accrued expenses and
recorded an offsetting valuation allowance against certain
deferred tax assets that were recorded on the consolidated
balance sheets at December 31, 2006. The Company did not
record any interest or penalties related to its adoption of
FIN 48. The Companys continuing practice is to
recognize interest and penalties related to income tax matters
in income tax expense. The Company is not aware of any
unrecognized tax benefits that may significantly increase or
decrease within the next twelve months.
Cost
of Product Revenues
Cost of product revenues excludes amortization of acquired
technology intangibles resulting from acquisitions, which is
included as amortization of intangibles resulting from
acquisitions. Amortization expense related to acquired
technology was $2.8 million and $2.9 million for the
three months ended September 30, 2006 and 2007,
respectively, and $6.5 million and $8.7 million for
the nine months ended September 30, 2006 and 2007,
respectively.
Basic
and Diluted Net (Loss) Income per Common Share
Basic net (loss) income per common share excludes dilution for
potential common stock issuances and is computed by dividing net
(loss) income by the weighted average number of common shares
outstanding for the
5
BLACKBOARD
INC.
NOTES TO
UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
period. Diluted net (loss) income per common share reflects the
potential dilution that could occur if securities or other
contracts to issue common stock were exercised or converted into
common stock.
The following schedule presents the calculation of basic and
diluted net (loss) income per common share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
Nine Months Ended
|
|
|
|
September 30,
|
|
|
September 30,
|
|
|
|
2006
|
|
|
2007
|
|
|
2006
|
|
|
2007
|
|
|
|
(Unaudited)
|
|
|
|
(In thousands, except share and per share amounts)
|
|
|
Net (loss) income
|
|
$
|
(4,775
|
)
|
|
$
|
3,279
|
|
|
$
|
(10,938
|
)
|
|
$
|
8,662
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average shares outstanding, basic
|
|
|
27,922,879
|
|
|
|
28,956,253
|
|
|
|
27,760,438
|
|
|
|
28,668,076
|
|
Dilutive effect of:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock options related to the purchase of common stock
|
|
|
|
|
|
|
1,160,721
|
|
|
|
|
|
|
|
1,313,200
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average shares outstanding, diluted
|
|
|
27,922,879
|
|
|
|
30,116,974
|
|
|
|
27,760,438
|
|
|
|
29,981,276
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic net (loss) income per common share
|
|
$
|
(0.17
|
)
|
|
$
|
0.11
|
|
|
$
|
(0.39
|
)
|
|
$
|
0.30
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted net (loss) income per common share
|
|
$
|
(0.17
|
)
|
|
$
|
0.11
|
|
|
$
|
(0.39
|
)
|
|
$
|
0.29
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock-Based
Compensation
The Company adopted the fair value recognition provisions of
SFAS No. 123 (revised 2005),
Share-Based
Payment
(SFAS 123R), using the
modified prospective transition method on January 1, 2006.
Under the modified prospective transition method, compensation
cost recognized includes: (a) compensation cost for all
equity-based payments granted prior to but not yet vested as of
January 1, 2006, based on the grant date fair value
estimated in accordance with the original provisions of
SFAS 123 and (b) compensation cost for all
equity-based payments granted subsequent to January 1,
2006, based on the grant date fair value estimated in accordance
with the provisions of SFAS 123R. Results for prior periods
have not been restated.
Comprehensive
Net (Loss) Income
Comprehensive net (loss) income includes net (loss) income,
combined with unrealized gains and losses not included in
earnings and reflected as a separate component of
stockholders equity. There were no material differences
between net (loss) income and comprehensive net (loss) income
for the three and nine months ended September 30, 2006 and
2007.
Recent
Accounting Pronouncements
In September 2006, the FASB issued SFAS No. 157,
Fair Value Measurements
(SFAS 157). SFAS 157 provides enhanced
guidance for using fair value to measure assets and liabilities.
It clarifies the principle that fair value should be based on
the assumptions market participants would use when pricing the
asset or liability and establishes a fair value hierarchy that
prioritizes the information used to develop those assumptions.
SFAS 157 is effective for fiscal years beginning after
November 15, 2007. The Company is currently evaluating the
impact of SFAS 157 on its consolidated results of
operations and financial condition.
In February 2007, the FASB issued SFAS No. 159,
The Fair Value Option for Financial Assets and
Financial Liabilities
(SFAS 159), to
permit all entities to choose to elect, at specified election
dates, to measure eligible financial instruments at fair value.
An entity shall report unrealized gains and losses on items for
which the fair value option has been elected in earnings at each
subsequent reporting date, and recognize upfront costs and fees
related to those items in earnings as incurred and not deferred.
SFAS 159 applies to fiscal years beginning after
November 15, 2007, with early adoption permitted for an
entity that has also elected to apply the provisions of
6
BLACKBOARD
INC.
NOTES TO
UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
SFAS 157. An entity is prohibited from retrospectively
applying SFAS 159, unless it chooses early adoption. The
Company is currently evaluating the impact of the provisions of
SFAS 159 on its consolidated financial statements.
On February 28, 2006, the Company completed its merger with
WebCT, Inc. (WebCT) pursuant to the Agreement and
Plan of Merger dated as of October 12, 2005. Pursuant to
the Agreement and Plan of Merger, the Company acquired all the
outstanding common stock of WebCT in a cash transaction for
approximately $178.3 million. The effective cash purchase
price of WebCT before transaction costs was approximately
$150.4 million, net of WebCTs February 28, 2006
cash balance of approximately $27.9 million. The Company
has included the financial results of WebCT in its consolidated
financial statements beginning February 28, 2006.
The merger was accounted for under the purchase method of
accounting in accordance with SFAS No. 141,
Business Combinations
(SFAS 141). Assets acquired and liabilities
assumed were recorded at their fair values as of
February 28, 2006. The total purchase price was
$187.5 million, including the acquisition-related
transaction costs of approximately $9.2 million.
Acquisition-related transaction costs include investment
banking, legal and accounting fees, and other external costs
directly related to the merger.
Of the total purchase price, $18.7 million has been
allocated to net tangible assets and $73.3 million has been
allocated to definite-lived intangible assets acquired.
Definite-lived intangible assets of $73.3 million consist
of the value assigned to WebCTs customer relationships of
$39.6 million and developed and core technology of
$33.7 million. Goodwill represents the excess of the
purchase price of an acquired business over the fair value of
the net tangible and intangible assets acquired. The Company
allocated $95.5 million to goodwill which is not deductible
for tax purposes.
During the quarter ended March 31, 2007, the Company
determined that approximately $3.9 million of deferred tax
assets related to WebCT net operating losses may be subject to
limitations under Section 382 of the Internal Revenue Code.
Accordingly, the Company recorded a valuation allowance of
$3.9 million against these deferred tax assets and
increased goodwill by $3.9 million. The net deferred tax
liability acquired as a result of the WebCT merger was
$2.5 million after this adjustment.
|
|
4.
|
Stock-Based
Compensation
|
The Company has utilized the Black-Scholes valuation model to
estimate the fair value of the stock options granted during all
periods. As follows are the weighted-average assumptions used in
valuing the stock options granted during the nine months ended
September, 30, 2006 and 2007 and a discussion of the
Companys method.
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended September 30,
|
|
|
|
2006
|
|
|
2007
|
|
|
Dividend yield
|
|
|
0
|
%
|
|
|
0
|
%
|
Expected volatility
|
|
|
42.0
|
%
|
|
|
42.7
|
%
|
Risk-free interest rate
|
|
|
4.8
|
%
|
|
|
4.6
|
%
|
Expected life of options
|
|
|
4.9 years
|
|
|
|
5.1 years
|
|
Forfeiture rate
|
|
|
10
|
%
|
|
|
15
|
%
|
Dividend yield
The Company has never declared
or paid dividends on its common stock and does not anticipate
paying dividends in the foreseeable future.
Expected volatility
Volatility is a measure
of the amount by which a financial variable such as a share
price has fluctuated (historical volatility) or is expected to
fluctuate (expected volatility) during a period. Given the
Companys limited historical stock data following its
initial public offering in June 2004, the Company has used a
blended volatility to best estimate expected volatility. The
blended volatility includes the average of the Companys
7
BLACKBOARD
INC.
NOTES TO
UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
preceding one-year weekly historical volatility and the
Companys peer group preceding four-year weekly historical
volatility. The Companys peer group historical volatility
includes the historical volatility of companies that are similar
in revenue size, in the same industry or are competitors.
Risk-free interest rate
This is the average
U.S. Treasury rate (having a term that most closely
approximates the expected life of the option) for the period in
which the option was granted.
Expected life of the options
This is the
period of time that the options granted are expected to remain
outstanding. The Company uses the short-cut method to determine
the expected life of the options as prescribed under the
provisions of Staff Accounting Bulletin No. 107,
Share-Based Payment.
Options granted during
the nine months ended September 30, 2007 have a maximum
term of eight years.
Forfeiture rate
This is the estimated
percentage of options granted that are expected to be forfeited
or cancelled on an annual basis before becoming fully vested.
The Company estimates the forfeiture rate based on past turnover
data and revises the rate if subsequent information, such as the
passage of time, indicates that the actual number of instruments
that will vest is likely to differ from previous estimates. The
cumulative effect on current and prior periods of a change in
the estimated number of instruments likely to vest is recognized
in compensation cost in the period of the change.
The compensation cost that has been recognized in the
consolidated statements of operations for the Companys
stock option plans was $6.0 million and $8.8 million
for the nine months ended September 30, 2006 and 2007,
respectively. The total income tax benefit recognized in the
consolidated statements of operations for share-based
compensation arrangements was $0.2 million and
$6.2 million for the nine months ended September 30,
2006 and 2007, respectively. For stock subject to graded
vesting, the Company has utilized the straight-line
method for allocating compensation cost by period.
As of September 30, 2007, approximately 2.0 million
shares of common stock were available for future grants under
the Companys Amended and Restated 2004 Stock Incentive
Plan (the 2004 Plan) and no options were available
for future grants under the Companys Amended and Restated
Stock Incentive Plan adopted in 1998. Stock options granted
under the 2004 Plan generally vest over a three-year to
four-year period and have an eight-year to ten-year expiration
period. On June 7, 2007, at the Companys Annual
Meeting of Stockholders, the stockholders approved an amendment
to the 2004 Plan to increase the number of shares authorized for
issuance under the 2004 Plan from 4.6 million to
5.8 million. In October 2007, 26,500 options were granted
under the 2004 Plan.
A summary of option activity under the Companys option
plans as of September 30, 2007, and changes during the nine
months then ended are as follows (aggregate intrinsic value in
thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of
|
|
|
Weighted Average
|
|
|
Aggregate
|
|
|
|
Shares
|
|
|
Price/Share
|
|
|
Intrinsic Value
|
|
|
Options exercisable at December 31, 2006
|
|
|
1,810,267
|
|
|
$
|
11.85
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options outstanding at December 31, 2006
|
|
|
3,922,045
|
|
|
$
|
18.76
|
|
|
|
|
|
Granted
|
|
|
1,392,750
|
|
|
$
|
34.46
|
|
|
|
|
|
Exercised
|
|
|
(824,487
|
)
|
|
$
|
13.38
|
|
|
$
|
20,000
|
|
Canceled
|
|
|
(154,885
|
)
|
|
$
|
23.89
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options outstanding at September 30, 2007
|
|
|
4,335,423
|
|
|
$
|
24.65
|
|
|
$
|
91,856
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options exercisable at September 30, 2007
|
|
|
1,746,938
|
|
|
$
|
16.31
|
|
|
$
|
51,596
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The weighted average remaining contractual life for all options
outstanding under the Companys stock option plans at
September 30, 2007 was 6.4 years. The weighted average
remaining contractual life for exercisable stock
8
BLACKBOARD
INC.
NOTES TO
UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
options at September 30, 2007 was 5.2 years. The
weighted average fair market value of the options at the date of
grant for options granted during the nine months ended
September 30, 2007 was $15.44.
As of September 30, 2007, there was approximately
$31.1 million of total unrecognized compensation cost
related to unvested stock options granted under the
Companys option plans. The cost is expected to be
recognized through February 2013 with a weighted average
recognition period of approximately 1.5 years.
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
|
September 30,
|
|
|
|
2006
|
|
|
2007
|
|
|
|
|
|
|
(Unaudited)
|
|
|
|
(In thousands)
|
|
|
Raw materials
|
|
$
|
799
|
|
|
$
|
804
|
|
Work-in-process
|
|
|
658
|
|
|
|
654
|
|
Finished goods
|
|
|
920
|
|
|
|
698
|
|
|
|
|
|
|
|
|
|
|
Total inventories
|
|
$
|
2,377
|
|
|
$
|
2,156
|
|
|
|
|
|
|
|
|
|
|
9
BLACKBOARD
INC.
NOTES TO
UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
6. Goodwill
and Intangible Assets, Net
The carrying amounts of goodwill and intangible assets as of
December 31, 2006 and September 30, 2007 are as
follows:
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
|
September 30,
|
|
|
|
2006
|
|
|
2007
|
|
|
|
|
|
|
(Unaudited)
|
|
|
|
(In thousands)
|
|
|
Goodwill
|
|
$
|
101,644
|
|
|
$
|
105,730
|
|
|
|
|
|
|
|
|
|
|
Acquired technology
|
|
$
|
44,107
|
|
|
$
|
45,637
|
|
Contracts and customer lists
|
|
|
45,042
|
|
|
|
45,042
|
|
Non-compete agreements
|
|
|
2,043
|
|
|
|
2,043
|
|
Trademarks and domain names
|
|
|
71
|
|
|
|
71
|
|
Patents and related costs
|
|
|
944
|
|
|
|
4,071
|
|
|
|
|
|
|
|
|
|
|
Subtotal
|
|
|
92,207
|
|
|
|
96,864
|
|
Less accumulated amortization
|
|
|
(35,366
|
)
|
|
|
(51,878
|
)
|
|
|
|
|
|
|
|
|
|
Intangible assets, net
|
|
$
|
56,841
|
|
|
$
|
44,986
|
|
|
|
|
|
|
|
|
|
|
Intangible assets from acquisitions are amortized over three to
five years. Amortization expense related to intangible assets
was approximately $12.6 million and $16.5 million for
the nine months ended September 30, 2006 and 2007,
respectively.
During the quarter ended March 31, 2007, the Company
purchased technology for $1.5 million which will provide
future functionality in the Companys products. The
technology is classified as acquired technology and recorded as
intangible assets on the consolidated balance sheets at
September 30, 2007 and is being amortized over three years.
As discussed in Note 3, goodwill increased
$3.9 million related to the recording of a valuation
allowance against deferred tax assets attributable to WebCT net
operating losses that may be subject to limitations under
Section 382 of the Internal Revenue Code.
During the nine months ended September 30, 2007, the
Company capitalized $3.1 million in costs related to
defending and protecting patents and amortized approximately
$0.1 million.
In connection with the acquisition of WebCT, the Company paid a
portion of the purchase price using borrowings under a
$70.0 million senior secured credit facilities agreement
with Credit Suisse (the Credit Agreement). The
Credit Agreement provided for a $60.0 million senior
secured term loan facility repayable over six years and a
$10.0 million senior secured revolving credit facility due
and payable in full at the end of five years. The Company repaid
$10.0 million on the revolving credit facility on
March 28, 2006. The Credit Agreement allowed for voluntary
principal prepayments of principal with no penalty.
In connection with obtaining the Credit Agreement, the Company
incurred $2.5 million in debt issuance costs which were
recorded as a debt discount and netted against the remaining
principal outstanding. These costs were being amortized as
interest expense using the effective interest method over the
term of the Credit Agreement and such amortization was adjusted
for any prepayments on the term loan facility. During the nine
months ended September 30, 2007, the Company recognized
approximately $0.7 million in additional interest expense
associated with the acceleration in the amortization of the debt
discount due to the prepayment of debt principal.
10
BLACKBOARD
INC.
NOTES TO
UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
In June 2007, the Company issued and sold $165.0 million
aggregate principal amount of 3.25% Convertible Senior
Notes due 2027 (the Notes) in a public offering. The
Company used a portion of the proceeds to terminate and satisfy
in full the Companys existing indebtedness outstanding
pursuant to the Credit Agreement of $19.4 million and to
pay all fees and expenses incurred in connection with the
termination. The Company did not pay any prepayment premium or
penalties in connection with the early termination of the Credit
Agreement.
In connection with obtaining the Notes, the Company incurred
$4.5 million in debt issuance costs. These costs were
recorded as a debt discount and netted against the remaining
principal amount outstanding. The debt discount is being
amortized as interest expense using the effective interest
method over the term of the Notes. During the nine months ended
September 30, 2007, the Company recorded total amortization
expense, including amortization related to the Credit Agreement,
of approximately $1.4 million as interest expense.
The Notes bear interest at a rate of 3.25% per year on the
principal amount, accruing from June 20, 2007. Interest is
payable semi-annually on January 1 and July 1, commencing
on January 1, 2008. The Notes will mature on July 1,
2027, subject to earlier conversion, redemption or repurchase.
The Notes will be convertible, under certain circumstances, into
cash or a combination of cash and the Companys common
stock at an initial base conversion rate of 15.4202 shares
of common stock per $1,000 principal amount of Notes. The base
conversion rate represents an initial base conversion price of
approximately $64.85. If at the time of conversion the
applicable price of the Companys common stock exceeds the
base conversion price, the conversion rate will be increased by
up to an additional 9.5605 shares of the Companys
common stock per $1,000 principal amount of Notes, as determined
pursuant to a specified formula. In general, upon conversion of
a Note, the holder of such Note will receive cash equal to the
principal amount of the Note and the Companys common stock
for the Notes conversion value in excess of such principal
amount.
Holders may surrender their Notes for conversion at any time
prior to the close of business on the business day immediately
preceding the maturity date for the Notes only under the
following circumstances: (1) prior to January 1, 2027,
with respect to any calendar quarter beginning after
June 30, 2007, if the closing price of the Companys
common stock for at least 20 trading days in the 30 consecutive
trading days ending on the last trading day of the immediately
preceding calendar quarter is more than 130% of the base
conversion price per share of the Notes on such last trading
day; (2) on or after January 1, 2027, until the close
of business on the business day preceding maturity; or
(3) during the five business days after any five
consecutive trading day period in which the trading price per
$1,000 principal amount of Notes for each day of that period was
less than 95% of the product of the closing price of the
Companys common stock and the then applicable conversion
rate of the Notes.
If a make-whole fundamental change, as defined in the Notes,
occurs prior to July 1, 2011, the Company may be required
in certain circumstances to increase the applicable conversion
rate for any Notes converted in connection with such fundamental
change by a specified number of shares of the Companys
common stock. The Notes may not be redeemed by the Company prior
to July 1, 2011, after which they may be redeemed at 100%
of the principal amount plus accrued interest. Holders of the
Notes may require the Company to repurchase some or all of the
Notes on July 1, 2011, July 1, 2017 and July 1,
2022, or in the event of certain fundamental change
transactions, at 100% of the principal amount plus accrued
interest.
The Notes are unsecured senior obligations and are effectively
subordinated to all of the Companys existing and future
senior indebtedness to the extent of the assets securing such
debt, and are effectively subordinated to all indebtedness and
liabilities of the Companys subsidiaries, including trade
payables.
11
BLACKBOARD
INC.
NOTES TO
UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
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|
8.
|
Commitments
and Contingencies
|
The Company, from time to time, is subject to litigation
relating to matters in the ordinary course of business. The
Company believes that any ultimate liability resulting from
these contingencies will not have a material adverse effect on
the Companys results of operations, financial position or
cash flows.
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|
9.
|
Quarterly
Financial Information
|
The Companys quarterly operating results normally
fluctuate as a result of seasonal variations in its business,
principally due to the timing of client budget cycles and
student attendance at client facilities. Historically, the
Company has had lower new sales in its first and fourth quarters
than in the remainder of the year. The Companys expenses,
however, do not vary significantly with these changes, and, as a
result, such expenses do not fluctuate significantly on a
quarterly basis. Historically, the Company has performed a
disproportionate amount of its professional services, which are
recognized as incurred, in its second and third quarters each
year. The Company expects quarterly fluctuations in operating
results to continue as a result of the uneven seasonal demand
for its licenses and services offerings.
12
|
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Item 2.
|
Managements
Discussion and Analysis of Financial Condition and Results of
Operations.
|
This report contains forward-looking statements. For this
purpose, any statements contained herein that are not statements
of historical fact may be deemed to be forward-looking
statements. Without limiting the foregoing, the words
believes, anticipates,
plans, expects, intends and
similar expressions are intended to identify forward-looking
statements. The important factors discussed under the caption
Risk Factors, presented below, could cause actual
results to differ materially from those indicated by
forward-looking statements made herein. We undertake no
obligation to publicly update or revise any forward-looking
statements, whether as a result of new information, future
events or otherwise.
General
We are a leading provider of enterprise software applications
and related services to the education industry. Our clients use
our software to integrate technology into the education
experience and campus life, and to support activities such as a
professor assigning digital materials on a class website; a
student collaborating with peers or completing research online;
an administrator managing a departmental website; or a merchant
conducting cash-free transactions with students and faculty
through pre-funded debit accounts. Our clients include colleges,
universities, schools and other education providers, as well as
textbook publishers and student-focused merchants who serve
these education providers and their students.
In June 2007, the Company issued and sold $165.0 million
aggregate principal amount of 3.25% Convertible Senior
Notes due 2027 (the Notes) in a public offering.
We generate revenues from sales and licensing of products and
from professional services. Our product revenues consist
principally of revenues from annual software licenses, client
hosting engagements and the sale of bundled software-hardware
systems. We typically sell our licenses and hosting services
under annually renewable agreements, and our clients generally
pay the annual fees at the beginning of the contract term. We
recognize revenues from these agreements, as well as revenues
from bundled software-hardware systems, which do not recur,
ratably over the contractual term, which is typically
12 months. Billings associated with licenses and hosting
services are recorded initially as deferred revenues and then
recognized ratably into revenues over the contract term. We also
generate product revenues from the sale and licensing of third
party software and hardware that is not bundled with our
software. These revenues are generally recognized upon shipment
of the products to our clients.
We derive professional services revenues primarily from
training, implementation, installation and other consulting
services. Substantially all of our professional services are
performed on a
time-and-materials
basis. We recognize these revenues as the services are performed.
We typically license our individual applications either on a
stand-alone basis or bundled as part of either of two suites,
the
Blackboard Academic
Suite
tm
and the
Blackboard Commerce
Suite
tm
.
Our suites of products include the following products:
Blackboard Learning
System
tm
,
Blackboard Community
System
tm
,
Blackboard Content
System
tm
,
Blackboard Outcomes
System
tm
,
Blackboard Portfolio
System
tm
,
Blackboard Transaction
System
tm
and Blackboard
One
tm
.
We generally price our software licenses on the basis of
full-time equivalent students or users. Accordingly, annual
license fees are generally greater for larger institutions.
Our operating expenses consist of cost of product revenues, cost
of professional services revenues, research and development
expenses, sales and marketing expenses, general and
administrative expenses and amortization of intangibles
resulting from acquisitions.
Major components of our cost of product revenues include license
and other fees that we owe to third parties upon licensing
software, and the cost of hardware that we bundle with our
software. We initially defer these costs and recognize them into
expense over the period in which the related revenue is
recognized. Cost of product revenues also includes amortization
of internally developed technology available for sale, employee
compensation, stock-based compensation and benefits for
personnel supporting our hosting, support and production
functions, as well as related facility rent, communication
costs, utilities, depreciation expense and cost of external
professional services used in these functions. All of these
costs are expensed as incurred. The costs of third-party
software and
13
hardware that is not bundled with software are also expensed
when incurred, normally upon delivery to our client. Cost of
product revenues excludes $2.8 million and
$2.9 million for the three months ended September 30,
2006 and 2007, respectively, and $6.5 million and
$8.7 million for the nine months ended September 30,
2006 and 2007, respectively, in amortization of acquired
technology included in amortization of intangibles resulting
from acquisitions.
Cost of professional services revenues primarily includes the
costs of compensation, stock-based compensation and benefits for
employees and external consultants who are involved in the
performance of professional services engagements for our
clients, as well as travel and related costs, facility rent,
communication costs, utilities and depreciation expense used in
these functions. All of these costs are expensed as incurred.
Research and development expenses include the costs of
compensation, stock-based compensation and benefits for
employees who are associated with the creation and testing of
the products we offer, as well as the costs of external
professional services, travel and related costs attributable to
the creation and testing of our products, related facility rent,
communication costs, utilities and depreciation expense. All of
these costs are expensed as incurred.
Sales and marketing expenses include the costs of compensation,
including bonuses and commissions, stock-based compensation and
benefits for employees who are associated with the generation of
revenues, as well as marketing expenses, costs of external
marketing-related professional services, investor relations,
facility rent, utilities, communications, travel attributable to
those sales and marketing employees in the generation of
revenues and bad debt expense. All of these costs are expensed
as incurred.
General and administrative expenses include the costs of
compensation, stock-based compensation and benefits for
employees in the human resources, legal, finance and accounting,
management information systems, facilities management, executive
management and other administrative functions that are not
directly associated with the generation of revenues or the
creation and testing of products. In addition, general and
administrative expenses include the costs of external
professional services and insurance, as well as related facility
rent, communication costs, utilities and depreciation expense
used in these functions.
Amortization of intangibles includes the amortization of costs
associated with products, acquired technology, customer lists,
non-compete agreements and other identifiable intangible assets.
These intangible assets were recorded at the time of our
acquisitions and relate to contractual agreements, technology
and products that we continue to utilize in our business.
Critical
Accounting Policies and Estimates
The discussion of our financial condition and results of
operations is based upon our consolidated financial statements,
which have been prepared in accordance with U.S. generally
accepted accounting principles. During the preparation of these
consolidated financial statements, we are required to make
estimates and assumptions that affect the reported amounts of
assets, liabilities, revenues and expenses, and related
disclosures of contingent assets and liabilities. On an ongoing
basis, we evaluate our estimates and assumptions, including
those related to revenue recognition, bad debts, fixed assets,
long-lived assets, including purchase accounting and goodwill,
and income taxes. We base our estimates on historical experience
and on various other assumptions that we believe are reasonable
under the circumstances. The results of our analysis form the
basis for making assumptions about the carrying values of assets
and liabilities that are not readily apparent from other
sources. Actual results may differ from these estimates under
different assumptions or conditions, and the impact of such
differences may be material to our consolidated financial
statements. Our critical accounting policies have been discussed
with the audit committee of our board of directors.
We believe that the following critical accounting policies
affect the more significant judgments and estimates used in the
preparation of our consolidated financial statements:
Revenue recognition.
Our revenues are derived
from two sources: product sales and professional services sales.
Product revenues include software license, hardware, premium
support and maintenance, and hosting revenues. Professional
services revenues include training and consulting services. We
recognize software license and maintenance revenues in
accordance with the American Institute of Certified Public
Accountants Statement of
14
Position (SOP)
97-2,
Software Revenue Recognition,
as modified by
SOP 98-9,
Modification of
SOP 97-2,
Software Revenue Recognition, with Respect to Certain
Transactions.
Our software does not require
significant modification and customization services. Where
services are not essential to the functionality of the software,
we begin to recognize software licensing revenues when all of
the following criteria are met: (1) persuasive evidence of
an arrangement exists; (2) delivery has occurred;
(3) the fee is fixed and determinable; and
(4) collectibility is probable.
We do not have vendor-specific objective evidence, or VSOE, of
fair value for our support and maintenance separate from our
software. Accordingly, when licenses are sold in conjunction
with our support and maintenance, we recognize the license
revenue over the term of the maintenance service period.
We sell hardware in two types of transactions: sales of hardware
in conjunction with our software licenses, which we refer to as
bundled hardware-software systems, and sales of hardware without
software, which generally involve the resale of third-party
hardware. After any necessary installation services are
performed, hardware revenues are recognized when all of the
following criteria are met: (1) persuasive evidence of an
arrangement exists; (2) delivery has occurred; (3) the
fee is fixed and determinable; and (4) collectibility is
probable. We have not determined VSOE of the fair value for the
separate components of bundled hardware-software systems.
Accordingly, when a bundled hardware-software system is sold,
all revenue is recognized over the term of the maintenance
service period. Hardware sales without software are recognized
upon delivery of the hardware to our client.
Hosting revenues are recorded in accordance with Emerging Issues
Task Force (EITF)
00-3,
Application of AICPA
SOP 97-2
to Arrangements That Include the Right to Use Software Stored on
Another Entitys Hardware.
We recognize hosting
fees and
set-up
fees
ratably over the term of the hosting agreement.
We recognize professional services revenues, which are generally
contracted on a
time-and-materials
basis and consist of training, implementation and installation
services, as the services are provided.
We do not offer specified upgrades or incrementally significant
discounts. Advance payments are recorded as deferred revenues
until the product is shipped, services are delivered or
obligations are met and the revenue can be recognized. Deferred
revenues represent the excess of amounts invoiced over amounts
recognized as revenues. We provide non-specified upgrades of our
product only on a
when-and-if-available
basis. Any contingencies, such as rights of return, conditions
of acceptance, warranties and price protection, are accounted
for under
SOP 97-2.
The effect of accounting for these contingencies included in
revenue arrangements has not been material.
Allowance for doubtful accounts.
We maintain
an allowance for doubtful accounts for estimated losses
resulting from the inability, failure or refusal of our clients
to make required payments. We analyze accounts receivable,
historical percentages of uncollectible accounts and changes in
payment history when evaluating the adequacy of the allowance
for doubtful accounts. We use an internal collection effort,
which may include our sales and services groups as we deem
appropriate, in our collection efforts. Although we believe that
our reserves are adequate, if the financial condition of our
clients deteriorates, resulting in an impairment of their
ability to make payments, or if we underestimate the allowances
required, additional allowances may be necessary, which will
result in increased expense in the period in which such
determination is made.
Long-lived assets.
We record our long-lived
assets, such as property and equipment, at cost. We review the
carrying value of our long-lived assets for possible impairment
whenever events or changes in circumstances indicate that the
carrying amount of assets may not be recoverable in accordance
with the provisions of SFAS No. 144,
Accounting for the Impairment or Disposal of Long-Lived
Assets.
We evaluate these assets by examining
estimated future cash flows to determine if their current
recorded value is impaired. We evaluate these cash flows by
using weighted probability techniques as well as comparisons of
past performance against projections. Assets may also be
evaluated by identifying independent market values. If we
determine that an assets carrying value is impaired, we
will record a write-down of the carrying value of the identified
asset and charge the impairment as an operating expense in the
period in which the determination is made. Although we believe
that the carrying values of our long-lived assets are
appropriately stated, changes in strategy or market conditions
or significant technological developments could significantly
impact these judgments and require adjustments to recorded asset
balances.
15
Purchase Accounting and Goodwill.
As the
result of acquisitions, any excess purchase price over the net
tangible and identifiable intangible assets acquired are
recorded as goodwill. A preliminary allocation of the purchase
price to tangible and intangible net assets acquired is based
upon a preliminary valuation and our estimates and assumptions
may be subject to change. We assess the impairment of goodwill
in accordance with SFAS No. 142,
Goodwill and
Other Intangible Assets.
Accordingly, we test our
goodwill for impairment annually on October 1, or whenever
events or changes in circumstances indicate an impairment may
have occurred, by comparing its fair value to its carrying
value. Impairment may result from, among other things,
deterioration in the performance of the acquired business,
adverse market conditions, adverse changes in applicable laws or
regulations, including changes that restrict the activities of
the acquired business, and a variety of other circumstances. If
we determine that an impairment has occurred, we are required to
record a write-down of the carrying value and charge the
impairment as an operating expense in the period the
determination is made. Although we believe goodwill is
appropriately stated in our consolidated financial statements,
changes in strategy or market conditions could significantly
impact these judgments and require an adjustment to the recorded
balance.
Deferred Income Taxes.
Deferred tax assets and
liabilities are determined based on temporary differences
between the financial reporting bases and the tax bases of
assets and liabilities. Deferred tax assets are also recognized
for tax net operating loss carryforwards. These deferred tax
assets and liabilities are measured using the enacted tax rates
and laws that will be in effect when such amounts are expected
to reverse or be utilized. The realization of total deferred tax
assets is contingent upon the generation of future taxable
income. Valuation allowances are provided to reduce such
deferred tax assets to amounts more likely than not to be
ultimately realized.
Income tax provision includes U.S. federal, state and local
income taxes and is based on pre-tax income or loss. The interim
period provision or benefit for income taxes is based upon our
estimate of our annual effective income tax rate. In determining
the estimated annual effective income tax rate, we analyze
various factors, including projections of our annual earnings
and taxing jurisdictions in which the earnings will be
generated, the impact of state and local income taxes and our
ability to use tax credits and net operating loss carryforwards.
We adopted the provisions of Financial Accounting Standards
Board (FASB) Interpretation No. 48,
Accounting for Uncertainty in Income Taxes
an interpretation of FASB Statement No. 109
(FIN 48), on January 1, 2007. FIN 48
clarifies the accounting for uncertainty in income taxes
recognized in an enterprises financial statements in
accordance with SFAS No. 109,
Accounting for
Income Taxes
. It prescribes that a company should use
a more-likely-than-not recognition threshold based on the
technical merits of the tax position taken. Tax positions that
meet the more-likely-than-not recognition threshold should be
measured as the largest amount of the tax benefits, determined
on a cumulative probability basis, which is more likely than not
to be realized upon ultimate settlement in the financial
statements. As a result of the implementation of FIN 48, we
recognized an increase of $0.5 million in the unrecognized
tax benefit liability, which was accounted for as an increase to
the January 1, 2007 accumulated deficit balance. As of
September 30, 2007, our unrecognized tax benefit liability
totaled $0.6 million, all of which would affect our
effective tax rate if recognized. Also, upon adoption of
FIN 48, we reclassified $1.0 million of previously
accrued tax contingencies which were included in accrued
expenses and recorded an offsetting valuation allowance against
certain deferred tax assets that were recorded on the
consolidated balance sheets at December 31, 2006. We did
not record any interest or penalties related to our adoption of
FIN 48. Our continuing practice is to recognize interest
and penalties related to income tax matters in income tax
expense.
Stock-Based Compensation.
Effective
January 1, 2006, we adopted the fair value recognition
provisions of SFAS No. 123 (revised 2005),
Share-Based Payment
(SFAS 123R), using the modified prospective
transition method. Under the modified prospective transition
method, compensation cost recognized in fiscal 2006 includes:
(a) compensation cost for all equity-based payments granted
prior to but not yet vested as of January 1, 2006, based on
the grant date fair value estimated in accordance with the
original provisions of SFAS No. 123,
Accounting for Stock-Based Compensation
and
(b) compensation cost for all equity-based payments granted
subsequent to January 1, 2006 based on the grant date fair
value estimated in accordance with the provisions of
SFAS 123R.
As of September 30, 2007, there was approximately
$31.1 million of total unrecognized compensation cost
related to unvested stock options granted under our option
plans. The cost is expected to be recognized through February
2013 with a weighted average recognition period of approximately
1.5 years.
16
Recent Accounting Pronouncements.
In September
2006, the FASB issued SFAS No. 157,
Fair
Value Measurements
(SFAS 157).
SFAS 157 provides enhanced guidance for using fair value to
measure assets and liabilities. It clarifies the principle that
fair value should be based on the assumptions market
participants would use when pricing the asset or liability and
establishes a fair value hierarchy that prioritizes the
information used to develop those assumptions. SFAS 157 is
effective for fiscal years beginning after November 15,
2007. We are currently evaluating the impact of SFAS 157 on
our consolidated results of operations and financial condition.
In February 2007, the FASB issued SFAS No. 159,
The Fair Value Option for Financial Assets and
Financial Liabilities
(SFAS 159), to
permit all entities to choose to elect, at specified election
dates, to measure eligible financial instruments at fair value.
An entity shall report unrealized gains and losses on items for
which the fair value option has been elected in earnings at each
subsequent reporting date, and recognize upfront costs and fees
related to those items in earnings as incurred and not deferred.
SFAS 159 applies to fiscal years beginning after
November 15, 2007, with early adoption permitted for an
entity that has also elected to apply the provisions of
SFAS 157. An entity is prohibited from retrospectively
applying SFAS 159, unless it chooses early adoption. We are
currently evaluating the impact of the provisions of
SFAS 159 on our consolidated financial statements.
Important
Factors Considered by Management
We consider several factors in evaluating both our financial
position and our operating performance. These factors, while
primarily focused on relevant financial information, also
include other measures such as general market and economic
conditions, competitor information and the status of the
regulatory environment.
To understand our financial results, it is important to
understand our business model and its impact on our consolidated
financial statements. The accounting for the majority of our
contracts requires us to initially record deferred revenues on
our consolidated balance sheet upon invoicing the sale and then
to recognize revenue in subsequent periods ratably over the term
of the contract in our consolidated statements of operations.
Therefore, to better understand our operations, one must look at
both revenues and deferred revenues.
In evaluating our revenues, we analyze them in three categories:
recurring ratable revenues, non-recurring ratable revenues and
other revenues.
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Recurring ratable revenues include those product revenues that
are recognized ratably over the contract term, which is
typically one year, and that recur each year assuming clients
renew their contracts. These revenues include revenues from the
licensing of all of our software products, hosting arrangements
and enhanced support and maintenance contracts related to our
software products, including certain professional services
performed by our professional services groups.
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Non-recurring ratable revenues include those product revenues
that are recognized ratably over the term of the contract, which
is typically one year, but that do not contractually recur.
These revenues include certain hardware components of our
Blackboard Transaction System
products and certain
third-party hardware and software sold to our clients in
conjunction with our software licenses.
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Other revenues include those revenues that are recognized as
earned and are not deferred to future periods. These revenues
include professional services, the sales of
Blackboard
One
, as well as the supplies and commissions we earn from
publishers related to digital course supplement downloads.
|
In the case of both recurring ratable revenues and non-recurring
ratable revenues, an increase or decrease in the revenues in one
period would be attributable primarily to increases or decreases
in sales in prior periods. Unlike recurring ratable revenues,
which benefit both from new license sales and from the renewal
of previously existing licenses, non-recurring ratable revenues
primarily reflect one-time sales that do not contractually renew.
Other factors that we consider in making strategic cash flow and
operating decisions include cash flows from operations, capital
expenditures, total operating expenses and earnings.
17
Results
of Operations
The following table sets forth selected unaudited consolidated
statement of operations data expressed as a percentage of total
revenues for each of the periods indicated.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
Nine Months Ended
|
|
|
|
September 30,
|
|
|
September 30,
|
|
|
|
2006
|
|
|
2007
|
|
|
2006
|
|
|
2007
|
|
|
|
|
|
|
(Unaudited)
|
|
|
|
|
|
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Product
|
|
|
86
|
%
|
|
|
88
|
%
|
|
|
86
|
%
|
|
|
89
|
%
|
Professional services
|
|
|
14
|
|
|
|
12
|
|
|
|
14
|
|
|
|
11
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenues
|
|
|
100
|
|
|
|
100
|
|
|
|
100
|
|
|
|
100
|
|
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of product revenues, excludes amortization of acquired
technology included in amortization of intangibles resulting
from acquisitions shown below
|
|
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22
|
|
|
|
19
|
|
|
|
22
|
|
|
|
20
|
|
Cost of professional services revenues
|
|
|
9
|
|
|
|
7
|
|
|
|
9
|
|
|
|
7
|
|
Research and development
|
|
|
16
|
|
|
|
11
|
|
|
|
15
|
|
|
|
12
|
|
Sales and marketing
|
|
|
33
|
|
|
|
30
|
|
|
|
33
|
|
|
|
28
|
|
General and administrative
|
|
|
19
|
|
|
|
17
|
|
|
|
21
|
|
|
|
16
|
|
Amortization of intangibles resulting from acquisitions
|
|
|
11
|
|
|
|
9
|
|
|
|
10
|
|
|
|
9
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total operating expenses
|
|
|
110
|
|
|
|
93
|
|
|
|
110
|
|
|
|
92
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Loss) income from operations
|
|
|
(10
|
)%
|
|
|
7
|
%
|
|
|
(10
|
)%
|
|
|
8
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three
Months Ended September 30, 2007 Compared to Three Months
Ended September 30, 2006
Our total revenues for the three months ended September 30,
2007 were $61.6 million, representing an increase of
$11.2 million, or 22.3%, as compared to $50.4 million
for the three months ended September 30, 2006.
A detail of our total revenues by classification is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30,
|
|
|
|
|
|
|
2006
|
|
|
2007
|
|
|
|
|
|
|
|
|
|
Professional
|
|
|
|
|
|
|
|
|
Professional
|
|
|
|
|
|
|
|
|
|
Product
|
|
|
Services
|
|
|
|
|
|
Product
|
|
|
Services
|
|
|
|
|
|
|
|
|
|
Revenues
|
|
|
Revenues
|
|
|
Total
|
|
|
Revenues
|
|
|
Revenues
|
|
|
Total
|
|
|
|
|
|
|
(Unaudited)
|
|
|
|
|
|
|
(In millions)
|
|
|
|
|
|
Recurring ratable revenues
|
|
$
|
34.7
|
|
|
$
|
0.6
|
|
|
$
|
35.3
|
|
|
$
|
45.2
|
|
|
$
|
0.8
|
|
|
$
|
46.0
|
|
|
|
|
|
Non-recurring ratable revenues
|
|
|
5.4
|
|
|
|
|
|
|
|
5.4
|
|
|
|
5.5
|
|
|
|
|
|
|
|
5.5
|
|
|
|
|
|
Other revenues
|
|
|
3.3
|
|
|
|
6.3
|
|
|
|
9.7
|
|
|
|
3.3
|
|
|
|
6.8
|
|
|
|
10.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenues
|
|
$
|
43.4
|
|
|
$
|
6.9
|
|
|
$
|
50.4
|
|
|
$
|
54.0
|
|
|
$
|
7.6
|
|
|
$
|
61.6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Product revenues.
Product revenues, including
domestic and international, for the three months ended
September 30, 2007 were $54.0 million, representing an
increase of $10.6 million, or 24.3%, as compared to
$43.4 million for the three months ended September 30,
2006. Recurring ratable product revenues increased by
$10.5 million, or 30.3%, for the three months ended
September 30, 2007 as compared to the three months ended
September 30, 2006. This increase was primarily due to a
$7.1 million increase in revenues from
Blackboard
Learning System
enterprise licenses which was attributable
to current and prior period sales to new and existing clients,
including clients resulting from the WebCT merger, the continued
shift of our existing clients from the
Blackboard Learning
System
basic products to the
Blackboard Learning System
enterprise products and the cross-
18
selling of other enterprise products to existing clients. The
Blackboard Learning System
enterprise products have
additional functionality that is not available in the
Blackboard Learning System
basic products and
consequently some
Blackboard Learning System
basic
product clients upgrade to the
Blackboard Learning System
enterprise products. Licenses of the enterprise version of
the
Blackboard Learning System
enterprise products have
higher average pricing, which normally results in at least twice
the contractual value as compared to
Blackboard Learning
System
basic product licenses. The further increase in
recurring ratable product revenues was due to a
$2.7 million increase in hosting revenues and the remaining
increase resulted from increases in revenues from our other
software products. The 2006 revenues were reduced due to the
fair value adjustment to the acquired WebCT deferred revenue
balances in purchase accounting subsequent to the closing of the
WebCT merger.
The increase in non-recurring ratable product revenues was
primarily due to an increase in sales of
Blackboard Commerce
Suite
hardware products.
Of our total revenues, our total international revenues for the
three months ended September 30, 2007 were
$13.2 million, representing an increase of
$3.9 million, or 41.9%, as compared to $9.3 million
for the three months ended September 30, 2006.
International product revenues, which consist primarily of
recurring ratable product revenues, were $11.9 million for
the three months ended September 30, 2007, representing an
increase of $3.7 million, or 45.1%, as compared to
$8.2 million for the three months ended September 30,
2006. The increase in international recurring ratable product
revenues was primarily due to an increase in international
revenues from
Blackboard Academic Suite
enterprise
products, which include former WebCT products, resulting from
prior period sales to new and existing clients. In addition, the
increase in international revenues also reflects our investment
in increasing the size of our international sales force and
international marketing efforts during prior periods, which
expanded our international presence and enabled us to sell more
of our products to new and existing clients in our international
markets.
Professional services revenues.
Professional
services revenues for the three months ended September 30,
2007 were $7.6 million, representing an increase of
$0.7 million, or 9.4%, as compared to $6.9 million for
the three months ended September 30, 2006. The increase in
professional services was primarily attributable to increased
sales of certain enhanced support and maintenance services. As a
percentage of total revenues, professional services revenues for
the three months ended September 30, 2007 were 12.3% as
compared to 13.7% for the three months ended September 30,
2006. This decrease was due primarily to the impact of purchase
accounting adjustments to WebCTs beginning deferred
revenue balances subsequent to the closing of the WebCT merger
during 2006. As a result of the fair value adjustment to the
acquired deferred revenue balances during 2006, we expect the
percentage of professional services revenues to continue to
remain lower than in the prior year and for this trend to
continue for the remainder of 2007.
Cost of product revenues.
Our cost of product
revenues for the three months ended September 30, 2007 was
$11.9 million, representing an increase of
$0.6 million, or 5.3%, as compared to $11.4 million
for the three months ended September 30, 2006. The increase
in cost of product revenues was primarily due to a
$0.7 million increase in expenses related to hosting
services due to the increase in the number of clients, including
former WebCT clients, contracting for new hosting services or
existing clients expanding their existing hosting arrangements.
The increase was partially offset by a decrease of
$0.2 million in hardware costs primarily associated with
third party products sold with the
Blackboard Transaction
System
. Cost of product revenues as a percentage of product
revenues decreased to 22.1% for the three months ended
September 30, 2007 from 26.1% for the three months ended
September 30, 2006. This increase in product revenues
margin was due primarily to the fair value adjustment to the
acquired WebCT deferred revenue balances during 2006.
Consequently, we expect our product revenues margins to continue
to remain higher than in the prior year for the remainder of
2007.
Cost of product revenues excludes amortization of acquired
technology intangibles resulting from acquisitions, which is
included as amortization of intangibles resulting from
acquisitions. Amortization expense related to acquired
technology was $2.8 million and $2.9 million for the
three months ended September 30, 2006 and 2007,
respectively. Cost of product revenues, including amortization
of acquired technology, as a percentage of product revenues was
27.6% for the three months ended September 30, 2007 as
compared to 32.6% for the three months ended September 30,
2006.
19
Cost of professional services revenues.
Our
cost of professional services revenues for the three months
ended September 30, 2006 and 2007 was $4.4 million.
Cost of professional services revenues as a percentage of
professional services revenues decreased to 58.6% for the three
months ended September 30, 2007 from 63.4% for the three
months ended September 30, 2006. The increase in
professional services revenues margin was due to the increase in
revenues from certain enhanced support and maintenance services
during the three months ended September 30, 2007.
Research and development expenses.
Our
research and development expenses for the three months ended
September 30, 2007 were $6.9 million, representing a
decrease of $1.1 million, or 13.4%, as compared to
$8.0 million for the three months ended September 30,
2006. This decrease was primarily attributable to decreased
personnel-related costs due to higher average headcount during
the three months ended September 30, 2006 as compared to
the three months ended September 30, 2007.
Sales and marketing expenses.
Our sales and
marketing expenses for the three months ended September 30,
2007 were $18.2 million, representing an increase of
$1.5 million, or 9.2%, as compared to $16.7 million
for the three months ended September 30, 2006. This
increase was primarily attributable to increased general
marketing activities of $0.9 million and increased
stock-based compensation expense for sales and marketing
function employees of $0.3 million. Further, bad debt
expense of $0.3 million was recorded during the three
months ended September 30, 2007. We did not record any bad
debt expense during the three months ended September 30,
2006.
General and administrative expenses.
Our
general and administrative expenses for the three months ended
September 30, 2007 were $10.4 million, representing an
increase of $0.7 million, or 7.5%, as compared to
$9.7 million for the three months ended September 30,
2006. This increase was primarily attributable to increased
stock-based compensation expense of $0.9 million for
general and administrative function employees during 2007. This
increase was partially offset by decreased professional services
expenses of $0.2 million associated with increased legal,
accounting and integration costs resulting from the acquisition
of WebCT during 2006.
Net interest (expense) income.
Our net
interest income for the three months ended September 30,
2007 was $0.5 million, representing an increase of
$2.0 million, or 132.9%, as compared to net interest
expense of $1.5 million for the three months ended
September 30, 2006. This increase was primarily
attributable to interest income earned on higher average cash
and cash equivalents balances during 2007 as compared to 2006
resulting from proceeds received in connection with the
3.25% Convertible Senior Notes due 2027 issued during 2007.
Interest income was partially offset by interest expense
incurred in connection with the 3.25% Convertible Senior
Notes due 2027 issued during 2007. Interest expense recorded
during 2006 resulted from the credit facilities agreement we
entered into with Credit Suisse to fund a portion of the
acquisition of WebCT.
Other (expense) income.
Our other income for
the three months ended September 30, 2007 was
$1.0 million and pertains to the remeasurement of our
foreign subsidiaries ledgers, which are maintained in the
respective subsidiarys local foreign currency, into the
United States dollar. Specifically, we recognized a translation
gain related to our wholly-owned Canadian subsidiary as a result
of the favorable change in the exchange rate of the Canadian
Dollar into the US Dollar during 2007.
Benefit (provision) for income taxes.
Our
provision for income taxes for the three months ended
September 30, 2007 was $2.4 million as compared to a
benefit of $2.0 million for the three months ended
September 30, 2006. This increase was due to our income
before provision for income taxes during the three months ended
September 30, 2007 as compared to our loss before benefit
for income taxes during the three months ended
September 30, 2006.
Nine
Months Ended September 30, 2007 Compared to Nine Months
Ended September 30, 2006
Our total revenues for the nine months ended September 30,
2007 were $176.2 million, representing an increase of
$44.6 million, or 33.9%, as compared to $131.6 million
for the nine months ended September 30, 2006.
20
A detail of our total revenues by classification is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended September 30,
|
|
|
|
2006
|
|
|
2007
|
|
|
|
|
|
|
Professional
|
|
|
|
|
|
|
|
|
Professional
|
|
|
|
|
|
|
Product
|
|
|
Services
|
|
|
|
|
|
Product
|
|
|
Services
|
|
|
|
|
|
|
Revenues
|
|
|
Revenues
|
|
|
Total
|
|
|
Revenues
|
|
|
Revenues
|
|
|
Total
|
|
|
|
(Unaudited)
|
|
|
|
(In millions)
|
|
|
Recurring ratable revenues
|
|
$
|
91.5
|
|
|
$
|
1.4
|
|
|
$
|
92.9
|
|
|
$
|
131.1
|
|
|
$
|
2.3
|
|
|
$
|
133.4
|
|
Non-recurring ratable revenues
|
|
|
14.6
|
|
|
|
|
|
|
|
14.6
|
|
|
|
16.2
|
|
|
|
|
|
|
|
16.2
|
|
Other revenues
|
|
|
7.5
|
|
|
|
16.6
|
|
|
|
24.1
|
|
|
|
9.0
|
|
|
|
17.6
|
|
|
|
26.6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenues
|
|
$
|
113.6
|
|
|
$
|
18.0
|
|
|
$
|
131.6
|
|
|
$
|
156.3
|
|
|
$
|
19.9
|
|
|
$
|
176.2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Product revenues.
Product revenues, including
domestic and international, for the nine months ended
September 30, 2007 were $156.3 million, representing
an increase of $42.7 million, or 37.6%, as compared to
$113.6 million for the nine months ended September 30,
2006. Recurring ratable product revenues increased by
$39.6 million, or 43.2%, for the nine months ended
September 30, 2007 as compared to the nine months ended
September 30, 2006. This increase was primarily due to a
$29.4 million increase in revenues from
Blackboard
Learning System
enterprise licenses which was attributable
to current and prior period sales to new and existing clients,
including clients resulting from the WebCT merger, the continued
shift of our existing clients moving from the
Blackboard
Learning System
basic products to the
Blackboard Learning
System
enterprise products and cross-selling other
enterprise products to existing clients. The
Blackboard
Learning System
enterprise products have additional
functionality that is not available in the
Blackboard
Learning System
basic products and consequently some
Blackboard Learning System
basic product clients upgrade
to the
Blackboard Learning System
enterprise products.
Licenses of the enterprise version of the
Blackboard Learning
System
enterprise products have higher average pricing,
which normally results in at least twice the contractual value
as compared to
Blackboard Learning System
basic product
licenses. The further increase in recurring ratable product
revenues was due to a $6.4 million increase in hosting
revenues and the remaining increase resulted from increases in
revenues from our other software products. The results for the
nine months ended September 30, 2007 included nine months
of revenues related to clients acquired in the WebCT merger as
compared to the nine months ended September 30, 2006 which
only included seven months of revenues related to clients
acquired in the WebCT merger following the completion of the
merger on February 28, 2006. The 2006 revenues were further
reduced due to the fair value adjustment to the acquired WebCT
deferred revenue balances in purchase accounting subsequent to
the closing of the WebCT merger.
The increase in non-recurring ratable product revenues was
primarily due to an increase in sales of
Blackboard Commerce
Suite
hardware products.
The increase in other product revenues was primarily due to an
increase in third party hardware and software revenues, an
increase in publisher revenues due to the inclusion of WebCT
publisher relationships and an increase in
Blackboard One
revenues due to an increase in prior period sales.
Of our total revenues, our total international revenues for the
nine months ended September 30, 2007 were
$38.6 million, representing an increase of
$14.4 million, or 59.5%, as compared to $24.2 million
for the nine months ended September 30, 2006. International
product revenues, which consist primarily of recurring ratable
product revenues, were $34.8 million for the nine months
ended September 30, 2007, representing an increase of
$13.7 million, or 64.9%, as compared to $21.1 million
for the nine months ended September 30, 2006. The increase
in international recurring ratable product revenues was
primarily due to an increase in international revenues from
Blackboard Academic Suite
enterprise products, which
include former WebCT products, resulting from prior period sales
to new and existing clients. In addition, the increase in
international revenues also reflects our investment in
increasing the size of our international sales force and
international marketing efforts during prior periods, which
expanded our international presence and enabled us to sell more
of our products to new and existing clients in our international
markets.
Professional services revenues.
Professional
services revenues for the nine months ended September 30,
2007 were $19.9 million, representing an increase of
$1.9 million, or 10.7%, as compared to $18.0 million
for the
21
nine months ended September 30, 2006. The increase in
professional services was primarily attributable to increased
sales of certain enhanced support and maintenance services. As a
percentage of total revenues, professional services revenues for
the nine months ended September 30, 2007 were 11.3% as
compared to 13.7% for the nine months ended September 30,
2006. This decrease was due primarily to the impact of purchase
accounting adjustments to WebCTs beginning deferred
revenue balances subsequent to the closing of the WebCT merger
during 2006. As a result of the fair value adjustment to the
acquired deferred revenue balances during 2006, we expect the
percentage of professional services revenues to continue to
remain lower than in the prior year and for this trend to
continue for the remainder of 2007.
Cost of product revenues.
Our cost of product
revenues for the nine months ended September 30, 2007 was
$35.6 million, representing an increase of
$6.3 million, or 21.3%, as compared to $29.3 million
for the nine months ended September 30, 2006. The increase
in cost of product revenues was primarily due to a
$2.7 million increase in expenses related to hosting
services due to the increase in the number of clients, including
former WebCT clients, contracting for new hosting services or
existing clients expanding their existing hosting arrangements.
Further, the increase was due to a $1.7 million increase in
our technical support expenses primarily due to increased
personnel costs. The results for the nine months ended
September 30, 2007 included nine months of expenses related
to the acquired WebCT operations as compared to the nine months
ended September 30, 2006 which only included seven months
of expenses related to the acquired WebCT operations following
the completion of the merger on February 28, 2006. Further,
the increase was due to a $1.6 million increase in hardware
and software costs primarily associated with third party
products sold with the
Blackboard Transaction System
.
Cost of product revenues as a percentage of product revenues
decreased to 22.8% for the nine months ended September 30,
2007 from 25.8% for the nine months ended September 30,
2006. This increase in product revenues margin was due primarily
to the impact of purchase accounting adjustments to WebCTs
beginning deferred revenue balances subsequent to the closing of
the WebCT merger during 2006. Consequently, we expect our
product revenues margins to continue to remain higher than in
the prior year for the remainder of 2007.
Cost of product revenues excludes amortization of acquired
technology resulting from acquisitions, which is included as
amortization of intangibles resulting from acquisitions.
Amortization expense related to acquired technology was
$6.5 million and $8.7 million for the nine months
ended September 30, 2006 and 2007, respectively. Cost of
product revenues, including amortization of acquired technology,
as a percentage of product revenues was 28.3% for the nine
months ended September 30, 2007 as compared to 31.6% for
the nine months ended September 30, 2006. The results for
the nine months ended September 30, 2007 included nine
months of amortization expense related to amortization of
acquired technology resulting from the WebCT merger as compared
to the nine months ended September 30, 2006, which only
included seven months of amortization expense following the
completion of the merger on February 28, 2006.
Cost of professional services revenues.
Our
cost of professional services revenues for the nine months ended
September 30, 2007 was $12.3 million, representing an
increase of $0.3 million, or 2.3%, as compared to
$12.1 million for the nine months ended September 30,
2006. The results for the nine months ended September 30,
2007 included nine months of expenses related to the acquired
WebCT operations as compared to the nine months ended
September 30, 2006 which only included seven months of
expenses related to the acquired WebCT operations following the
completion of the merger on February 28, 2006. Cost of
professional services revenues as a percentage of professional
services revenues decreased to 61.8% for the nine months ended
September 30, 2007 from 66.8% for the nine months ended
September 30, 2006. The increase in professional services
revenues margin was due to the increase in revenues from certain
enhanced support and maintenance services during the nine months
ended September 30, 2007.
Research and development expenses.
Our
research and development expenses for the nine months ended
September 30, 2007 were $20.8 million, representing an
increase of $0.7 million, or 3.4%, as compared to
$20.2 million for the nine months ended September 30,
2006. This increase was primarily attributable to a
$1.0 million increase in professional services costs
resulting from our continued efforts to increase the
functionality of our products. This increase was partially
offset by decreased personnel-related costs of $0.2 million
due to higher average headcount during the nine months ended
September 30, 2006 as compared to the nine months ended
September 30, 2007.
22
Sales and marketing expenses.
Our sales and
marketing expenses for the nine months ended September 30,
2007 were $49.4 million, representing an increase of
$5.5 million, or 12.5%, as compared to $43.9 million
for the nine months ended September 30, 2006. This increase
was primarily attributable to increased personnel-related costs
of $3.8 million due to increased average headcount,
increased average salaries and increased stock-based
compensation expense for sale and marketing employees during
2007 as compared to 2006 and increased general marketing
activities of $1.2 million. The results for the nine months
ended September 30, 2007 included nine months of expenses
related to the acquired WebCT operations as compared to the nine
months ended September 30, 2006, which only included seven
months of expenses related to the acquired WebCT operations
following the completion of the merger on February 28,
2006. Further, bad debt expense of $0.5 million was
recorded during the nine months ended September 30, 2007.
We did not record any bad debt expense during the nine months
ended September 30, 2006.
General and administrative expenses.
Our
general and administrative expenses for the nine months ended
September 30, 2007 were $28.2 million, representing an
increase of $1.2 million, or 4.4%, as compared to
$27.1 million for the nine months ended September 30,
2006. This increase was primarily attributable to increased
stock-based compensation expense of $1.7 million for
general and administrative function employees during the nine
months ended September 30, 2007. This increase was
partially offset by a decrease of $0.6 million in
personnel-related costs due to approximately $2.1 million
in retention bonuses and severance costs primarily for WebCT
employees recognized during the nine months ended
September 30, 2006 offset, in part, by increased personnel-
related costs due to increased average headcount and increased
average salaries for general and administrative employees during
the nine months ended September 30, 2007.
Net interest expense.
Our net interest expense
for the nine months ended September 30, 2007 was
$0.5 million, representing a decrease of $1.3 million
or 71.8%, as compared to $1.8 million for the nine months
ended September 30, 2006. This decrease was primarily
attributable to interest income earned on higher average cash
and cash equivalents balances during 2007 as compared to 2006
resulting from proceeds received in connection with the
3.25% Convertible Senior Notes due 2027 issued during 2007.
Interest income was partially offset by interest expense
incurred in connection with the 3.25% Convertible Senior
Notes due 2027 issued during 2007 and the credit facilities
agreement we entered into with Credit Suisse to fund a portion
of the acquisition of WebCT during 2006.
Other (expense) income.
Our other income for
the nine months ended September 30, 2007 was
$2.0 million and pertains to the remeasurement of our
foreign subsidiaries ledgers, which are maintained in the
respective subsidiarys local foreign currency, into the
United States dollar. Specifically, we recognized a translation
gain related to our wholly-owned Canadian subsidiary as a result
of the favorable change in the exchange rate of the Canadian
Dollar into the US Dollar during 2007.
Benefit (provision) for income taxes.
Our
provision for income taxes for the nine months ended
September 30, 2007 was $6.2 million as compared to a
benefit of $4.6 million for the nine months ended
September 30, 2006. The increase in income taxes was due to
our income before provision for income taxes during the nine
months ended September 30, 2007 as compared to our loss
before benefit for income taxes for the nine months ended
September 30, 2006.
Liquidity
and Capital Resources
Our cash and cash equivalents were $208.0 million at
September 30, 2007 as compared to $30.8 million at
December 31, 2006. The increase in cash and cash
equivalents was primarily due to a convertible debt offering in
which we issued and sold $165.0 million aggregate of the
3.25% Convertible Senior Notes due 2027.
We deposit our cash with financial institutions that we consider
to be of high credit quality. Cash and cash equivalents consist
of highly liquid investments, which are readily convertible into
cash and have original maturities of three months or less.
Net cash provided by operating activities was $39.8 million
during the nine months ended September 30, 2007 as compared
to $10.6 million during the nine months ended
September 30, 2006. This change for the nine months ended
September 30, 2007 compared to the nine months ended
September 30, 2006 was primarily due to net income
23
of $8.7 million for the nine months ended
September 30, 2007, which was an increase of
$19.6 million from the net loss of $10.9 million for
the nine months ended September 30, 2006. Accounts
receivable increased $13.5 million during the nine months
ended September 30, 2007 due to an increase in invoicing
associated with increased sales to new and existing clients
during 2007 as compared to 2006. Amortization of intangibles
increased to $16.4 million during the nine months ended
September 30, 2007, as the results for 2007 included nine
months of amortization expense related to amortization of
acquired technology intangibles resulting from the WebCT merger
as compared to the nine months ended September 30, 2006,
which only included seven months of amortization expense
following the completion of the merger on February 28,
2006. We recognize revenues on annually renewable agreements,
which results in deferred revenues. Deferred revenues as of
September 30, 2007 were $133.7 million, representing
an increase of $13.5 million, or 11.2%, from
$120.3 million as of December 31, 2006. This increase
was due to the timing of certain client renewal invoicing and
sales to new and existing clients during the current period.
Net cash used in investing activities was $15.7 million
during the nine months ended September 30, 2007 as compared
to $100.2 million during the nine months ended
September 30, 2006. During the nine months ended
September 30, 2006, we paid $154.6 million in net cash
related to the acquisition of WebCT. During the nine months
ended September 30, 2007, cash expenditures for purchase of
property and equipment were $11.2 million, which represents
approximately 6.3% of total revenues. During the nine months
ended September 30, 2007, we purchased technology for
$1.5 million which will provide future functionality in our
products and made $3.0 million in payments related to
patent enforcement costs.
Net cash provided by financing activities was
$153.1 million during the nine months ended
September 30, 2007 as compared to $50.8 million during
the nine months ended September 30, 2006. During the nine
months ended September 30, 2007, we received
$11.2 million in proceeds from exercise of stock options as
compared to $6.9 million during the nine months ended
September 30, 2006.
In June 2007, we issued and sold the 3.25% Convertible
Senior Notes due 2027 in a public offering and used a portion of
the proceeds to terminate and satisfy in full our existing
indebtedness outstanding pursuant to the senior secured credit
facilities agreement, entered into in connection with the
acquisition of WebCT, of $19.4 million and to pay all fees
and expenses incurred in connection with the termination.
In connection with obtaining the Notes, we incurred
$4.5 million in debt issuance costs. These costs were
recorded as a debt discount and netted against the remaining
principal amount outstanding. The debt discount is being
amortized as interest expense using the effective interest
method over the term of the Notes. During the nine months ended
September 30, 2007, we recorded total amortization expense,
including amortization related to the Credit Agreement, of
approximately $1.4 million as interest expense.
The Notes bear interest at a rate of 3.25% per year on the
principal amount, accruing from June 20, 2007. Interest is
payable semi-annually on January 1 and July 1, commencing
on January 1, 2008. The Notes will mature on July 1,
2027, subject to earlier conversion, redemption or repurchase.
The Notes will be convertible, under certain circumstances, into
cash or a combination of cash and our common stock at an initial
base conversion rate of 15.4202 shares of common stock per
$1,000 principal amount of Notes. The base conversion rate
represents an initial base conversion price of approximately
$64.85. If at the time of conversion the applicable price of our
common stock exceeds the base conversion price, the conversion
rate will be increased by up to an additional 9.5605 shares
of our common stock per $1,000 principal amount of Notes, as
determined pursuant to a specified formula. In general, upon
conversion of a Note, the holder of such Note will receive cash
equal to the principal amount of the Note and our common stock
for the Notes conversion value in excess of such principal
amount.
Holders may surrender their Notes for conversion at any time
prior to the close of business on the business day immediately
preceding the maturity date for the Notes only under the
following circumstances: (1) prior to January 1, 2027,
with respect to any calendar quarter beginning after
June 30, 2007, if the closing price of the Companys
common stock for at least 20 trading days in the 30 consecutive
trading days ending on the last trading day of the immediately
preceding calendar quarter is more than 130% of the base
conversion price per share of the Notes on such last trading
day; (2) on or after January 1, 2027, until the close
of business on the business day
24
preceding maturity; or (3) during the five business days
after any five consecutive trading day period in which the
trading price per $1,000 principal amount of Notes for each day
of that period was less than 95% of the product of the closing
price of the Companys common stock and the then applicable
conversion rate of the Notes.
If a make-whole fundamental change, as defined in the Notes,
occurs prior to July 1, 2011, we may be required in certain
circumstances to increase the applicable conversion rate for any
Notes converted in connection with such fundamental change by a
specified number of shares of our common stock. The Notes may
not be redeemed by us prior to July 1, 2011, after which
they may be redeemed at 100% of the principal amount plus
accrued interest. Holders of the Notes may require us to
repurchase some or all of the Notes on July 1, 2011,
July 1, 2017 and July 1, 2022, or in the event of
certain fundamental change transactions, at 100% of the
principal amount plus accrued interest.
The Notes are unsecured senior obligations and are effectively
subordinated to all of our existing and future senior
indebtedness to the extent of the assets securing such debt, and
are effectively subordinated to all indebtedness and liabilities
of our subsidiaries, including trade payables.
We believe that our existing cash and cash equivalents and
future cash provided by operating activities will be sufficient
to meet our working capital and capital expenditure needs over
the next 12 months. Our future capital requirements will
depend on many factors, including our rate of revenue growth,
the expansion of our marketing and sales activities, the timing
and extent of spending to support product development efforts
and expansion into new territories, the timing of introductions
of new products or services, the timing of enhancements to
existing products and services and the timing of capital
expenditures. Also, we may make investments in, or acquisitions
of, complementary businesses, services or technologies, which
could also require us to seek additional equity or debt
financing. To the extent that available funds are insufficient
to fund our future activities, we may need to raise additional
funds through public or private equity or debt financing.
Additional funds may not be available on terms favorable to us
or at all.
We do not have any off-balance sheet arrangements with
unconsolidated entities or related parties, and, accordingly,
there are no off-balance sheet risks to our liquidity and
capital resources from unconsolidated entities.
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Item 3.
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Quantitative
and Qualitative Disclosures about Market Risk.
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Interest income on our cash and cash equivalents is subject to
interest rate fluctuations. For the quarter ended
September 30, 2007, a one percentage point decrease in
interest rates would have reduced our interest income by
approximately $0.5 million.
We have accounts on our foreign subsidiaries ledgers which
are maintained in the respective subsidiarys local foreign
currency and remeasured into the United States dollar. As a
result, we are exposed to movements in the exchange rates of
various currencies against the United States dollar and against
the currencies of other countries in which we sell products and
services. In particular, we have accounts recorded in Canadian
dollars. Therefore, when the Canadian dollar strengthens or
weakens against the United States dollar, net income is
increased or decreased, respectively. Because of such
fluctuations, other income of $0.9 million was recorded
during the quarter ended September 30, 2007. For the
quarter ended September 30, 2007, a one percentage point
adverse change in the exchange rate of the Canadian dollar into
the United States dollar as of September 30, 2007 would
have decreased other income by approximately $0.1 million.
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Item 4.
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Controls
and Procedures.
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(a) Evaluation
of Disclosure Controls and Procedures.
Our management, with the participation of our chief executive
officer and chief financial officer, evaluated the effectiveness
of our disclosure controls and procedures as of
September 30, 2007. The term disclosure controls and
procedures, as defined in
Rules 13a-15(e)
and
15d-15(e)
under the Exchange Act, means controls and other procedures of a
company that are designed to ensure that information required to
be disclosed by a company in the reports that it files or
submits under the Exchange Act is recorded, processed,
summarized and reported, within the time periods specified in
the SECs rules and forms. Disclosure controls and
procedures include, without limitation, controls and procedures
designed to ensure that information required to be disclosed by
a company in the reports
25
that it files or submits under the Exchange Act is accumulated
and communicated to the companys management, including its
principal executive and principal financial officers, as
appropriate to allow timely decisions regarding required
disclosure. Management recognizes that any controls and
procedures, no matter how well designed and operated, can
provide only reasonable assurance of achieving their objectives,
and management necessarily applies its judgment in evaluating
the cost-benefit relationship of possible controls and
procedures. Based on the evaluation of our disclosure controls
and procedures as of September 30, 2007, our chief
executive officer and chief financial officer concluded that, as
of such date, our disclosure controls and procedures were
effective at the reasonable assurance level.
(b) Changes
in Internal Control over Financial Reporting.
No change in our internal control over financial reporting (as
defined in
Rules 13a-15(f)
and
15d-15(f)
under the Exchange Act) occurred during the fiscal quarter ended
September 30, 2007 that has materially affected, or is
reasonably likely to materially affect, our internal control
over financial reporting.
26
PART II.
OTHER INFORMATION
Our
merger with WebCT presents many risks, and we may not realize
the financial and strategic goals that were contemplated at the
time of the transaction.
The WebCT merger, which was completed on February 28, 2006,
is the largest acquisition that we have undertaken. We entered
into this transaction with the expectation that it would result
in various benefits including, among other things, enhanced
revenue and profits, and enhancements to our product portfolio
and customer base. Risks that we may encounter in seeking to
realize these benefits include:
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we may not realize the anticipated increase in our revenues if a
larger than predicted number of customers decline to renew their
contracts, if we are unable to sell WebCTs products to our
customer base or if the acquired contracts do not allow us to
recognize revenues on a timely basis;
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we may have difficulty incorporating WebCTs technologies
or products with our existing product lines and maintaining
uniform standards, controls, procedures and policies;
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we may have higher than anticipated costs in continuing support
and development of WebCTs products;
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we may lose anticipated tax benefits or have additional legal or
tax exposures;
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we may not be able to retain key WebCT employees;
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we may face contingencies related to product liability,
intellectual property, financial disclosures, and accounting
practices or internal controls; and
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we may be unable to manage effectively the increased size and
complexity of the combined company, and our managements
attention may be diverted from our ongoing business by
transition or integration issues.
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Our
business strategy contemplates future business combinations and
acquisitions which may be difficult to integrate, disrupt our
business, dilute stockholder value or divert management
attention.
During the course of our history, we have acquired several
businesses, and a key element of our growth strategy is to
pursue additional acquisitions in the future. Any acquisition
could be expensive, disrupt our ongoing business and distract
our management and employees. We may not be able to identify
suitable acquisition candidates, and if we do identify suitable
candidates, we may not be able to make these acquisitions on
acceptable terms or at all. If we make an acquisition, we could
have difficulty integrating the acquired technology, employees
or operations. In addition, the key personnel of the acquired
company may decide not to work for us. Acquisitions also involve
the risk of potential unknown liabilities associated with the
acquired business.
As a result of these risks, we may not be able to achieve the
expected benefits of any acquisition. If we are unsuccessful in
completing or integrating acquisitions that we may pursue in the
future, we would be required to reevaluate our growth strategy,
and we may have incurred substantial expenses and devoted
significant management time and resources in seeking to complete
and integrate the acquisitions.
Future business combinations could involve the acquisition of
significant tangible and intangible assets, which could require
us to record in our statements of operations ongoing
amortization of intangible assets acquired in connection with
acquisitions, which we currently do with respect to our historic
acquisitions, including the WebCT merger. In addition, we may
need to record write-downs from future impairments of identified
tangible and intangible assets and goodwill. These accounting
charges would reduce any future reported earnings, or increase a
reported loss. In future acquisitions, we could also incur debt
to pay for acquisitions, or issue additional equity securities
as consideration, which could cause our stockholders to suffer
significant dilution.
Our ability to utilize, if any, net operating loss carryforwards
acquired in any acquisitions, including those acquired in the
WebCT merger, may be significantly limited or unusable by us
under Section 382 or other sections of the Internal Revenue
Code.
27
Our
indebtedness could adversely affect our financial condition and
prevent us from fulfilling our debt obligations, including the
Notes.
Our outstanding debt poses the following risks:
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we will use a significant portion of our cash flow to pay
interest on our outstanding debt and to pay principal when
required, limiting the amount available for working capital,
capital expenditures and other general corporate purposes;
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lenders may be unwilling to lend additional amounts to us for
future working capital needs, additional acquisitions or other
purposes or may only be willing to provide funding on terms we
would consider unacceptable;
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if our cash flow were inadequate to make interest and principal
payments on our debt, we might have to refinance our
indebtedness and may not be successful in those efforts; and
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our ability to finance working capital needs and general
corporate purposes for the public and private markets, as well
as the associated cost of funding is dependent, in part, on our
credit ratings, which may be adversely affected by declining
revenues.
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We may be more vulnerable to adverse economic conditions than
less leveraged competitors and thus, less able to withstand
competitive pressures. Any of these events could reduce our
ability to generate cash available for investment or debt
repayment or to make improvements or respond to events that
would enhance profitability. We may incur significantly more
debt in the future, which will increase each of the foregoing
risks related to our indebtedness.
We may
not be able to repurchase the Notes when required by the
holders, including upon a fundamental change or other specified
dates at the option of the holder, or pay cash upon conversion
of the Notes.
Upon the occurrence of a fundamental change, holders of the
Notes will have the right to require us to repurchase the Notes
at a price in cash equal to 100% of the principal amount of the
Notes plus accrued and unpaid interest. Any future credit
agreement or other agreements relating to indebtedness to which
we become a party may contain similar provisions. Holders will
also have the right to require us to repurchase the Notes for
cash on July 1, 2011, July 1, 2017 and July 1,
2022. Moreover, upon conversion of the Notes, we are required to
settle a portion of the conversion obligation in cash. In the
event that we are required to repurchase the Notes or upon
conversion of the Notes, we may not have sufficient financial
resources to satisfy all of our obligations under the Notes and
our other debt instruments. Our failure to make the fundamental
change offer, to pay the repurchase price when due, or to pay
cash upon conversion of Notes, would result in a default under
the indenture governing the Notes. Any default under our
indebtedness could have a material adverse effect on our
business, results of operations and financial condition.
Provisions
of the Notes could discourage an acquisition of us by a third
party.
Certain provisions of the Notes could make it more difficult or
more expensive for a third party to acquire us. Upon the
occurrence of certain transactions constituting a fundamental
change, holders of the Notes will have the right, at their
option, to require us to repurchase all or a portion of their
Notes at a price equal to 100% of the principal amount of Notes
to be repurchased, plus accrued and unpaid interest. In
addition, pursuant to the terms of the Notes, we may not enter
into certain mergers unless, among other things, the surviving
entity assumes all of our obligations under the indenture and
the Notes.
Conversion
of the Notes may affect the market price of our common stock and
may dilute the ownership of existing stockholders.
The conversion of some or all of the Notes and any sales in the
public market of our common stock issued upon such conversion
could adversely affect the market price of our common stock. The
existence of the Notes may encourage short selling by market
participants because the conversion of the Notes could depress
our common stock price. In addition, the conversion of some or
all of the Notes could dilute the ownership interests of
existing stockholders to the extent that shares of our common
stock are issued upon conversion.
28
Our
reported earnings per share may be more volatile because of the
contingent conversion provision of the Notes.
The Notes may have a dilutive effect on earnings per share in
any period in which the market price of our common stock exceeds
the conversion price for the Notes as a result of the inclusion
of the underlying shares in the fully diluted earnings per share
calculation. Volatility in our stock price could cause this
condition or other conversion conditions to be met in one
quarter and not in a subsequent quarter, increasing the
volatility of fully diluted earnings per share.
The
accounting method for convertible debt securities with net share
settlement, like the Notes, may be subject to
change.
For the purpose of calculating diluted earnings per share, a
convertible debt security providing for net share settlement and
meeting specified requirements under U.S. generally
accepted accounting principles, or GAAP, may be accounted for
similar to non-convertible debt, with the stated coupon
constituting interest expense and any shares potentially
issuable upon conversion of the security included in the
denominator for the calculation of diluted earnings per share.
The shares potentially issuable upon conversion are not included
in the calculation of diluted earnings per share until the Notes
are in the money. The FASB is considering
alternatives to this treatment, including treatments that would
result in additional interest expense as a result of amortizing
the amount allocated to the equity component over the term of
the instrument, which would adversely affect income available to
common stockholders. We cannot determine the outcome of the FASB
deliberations, whether the FASB will require that net share
settled securities be accounted for under the existing method,
one of the alternative methods under consideration, or some
other method, or when any change would be implemented or whether
it would be implemented retroactively or prospectively. We also
cannot determine any other changes in GAAP that may be made
affecting accounting for convertible debt securities. Any change
in the accounting method for convertible debt securities could
have an adverse impact on our future financial results.
Providing
enterprise software applications to the education industry is an
emerging and uncertain business; if the market for our products
fails to develop, we will not be able to grow our
business.
Our success will depend on our ability to generate revenues by
providing enterprise software applications and services to
colleges, universities, schools and other education providers.
This market has only recently developed, and the viability and
profitability of this market is unproven. Our ability to grow
our business will be compromised if we do not develop and market
products and services that achieve broad market acceptance with
our current and potential clients and their students and
employees. The use of online education, transactional or content
management software applications and services in the education
industry may not become widespread, and our products and
services may not achieve commercial success. Even if potential
clients decide to implement products of this type, they may
still choose to design, develop or manage all or a part of their
system internally.
Given our clients relatively early adoption of enterprise
software applications aimed at the education industry, they are
likely to be less risk-averse than most colleges, universities,
schools and other education providers. Accordingly, the rate at
which we have been able to establish relationships with our
clients in the past may not be indicative of the rate at which
we will be able to establish additional client relationships in
the future.
Most
of our clients use our products to facilitate online education,
which is a relatively new field; if online education does not
continue to develop and gain acceptance, demand for our products
could suffer.
Our success will depend in part upon the continued adoption by
our clients and potential clients of online education
initiatives. Some academics and educators are opposed to online
education in principle and have expressed concerns regarding the
perceived loss of control over the education process that can
result from offering courses online. Some of these critics,
particularly college and university professors, have the
capacity to influence the market for online education, and their
opposition could reduce the demand for our products and
services. In addition, the growth and development of the market
for online education may prompt some members of the academic
community to advocate more stringent protection of intellectual
property associated with course content,
29
which may impose additional burdens on clients and potential
clients offering online education. This could require us to
modify our products, or could cause these clients and potential
clients to abandon their online education initiatives.
We
face intense and growing competition, which could result in
price reductions, reduced operating margins and loss of market
share.
We operate in highly competitive markets and generally encounter
intense competition to win contracts. If we are unable to
successfully compete for new business and license renewals, our
revenue growth and operating margins may decline. The markets
for online education, transactional, portal and content
management products are intensely competitive and rapidly
changing, and barriers to entry in these markets are relatively
low. With the introduction of new technologies and market
entrants, we expect competition to intensify in the future. Some
of our principal competitors offer their products at a lower
price, which has resulted in pricing pressures. Such pricing
pressures and increased competition generally could result in
reduced sales, reduced margins or the failure of our product and
service offerings to achieve or maintain more widespread market
acceptance.
Our primary competitors for the
Blackboard Academic Suite
are companies and open source solutions that provide course
management systems, such as ANGEL Learning, Inc., Desire2Learn
Inc., eCollege.com, Jenzabar, Inc., Moodle, The Sakai Project,
VCampus Educator and WebTycho; learning content management
systems, such as HarvestRoad Ltd. and Concord USA, Inc.; and
education enterprise information portal technologies, such as
SunGard SCT Inc., an operating unit of SunGard Data Systems Inc.
We also face competition from clients and potential clients who
develop their own applications internally, large diversified
software vendors who offer products in numerous markets
including the education market and open source software
applications. Our competitors for the
Blackboard Commerce
Suite
include companies that provide transaction systems,
security and access systems and off-campus merchant relationship
programs.
We may also face competition from potential competitors that are
substantially larger than we are and have significantly greater
financial, technical and marketing resources, and established,
extensive direct and indirect channels of distribution. As a
result, they may be able to respond more quickly to new or
emerging technologies and changes in client requirements, or to
devote greater resources to the development, promotion and sale
of their products than we can. In addition, current and
potential competitors have established or may establish
cooperative relationships among themselves or prospective
clients. Accordingly, it is possible that new competitors or
alliances among competitors may emerge and rapidly acquire
significant market share to our detriment.
If
potential clients or competitors use open source software to
develop products that are competitive with our products and
services, we may face decreased demand and pressure to reduce
the prices for our products.
The growing acceptance and prevalence of open source software
may make it easier for competitors or potential competitors to
develop software applications that compete with our products, or
for clients and potential clients to internally develop software
applications that they would otherwise have licensed from us.
One of the aspects of open source software is that it can be
modified or used to develop new software that competes with
proprietary software applications, such as ours. Such
competition can develop without the degree of overhead and lead
time required by traditional proprietary software companies. As
open source offerings become more prevalent, customers may defer
or forego purchases of our products, which could reduce our
sales and lengthen the sales cycle for our products or result in
the loss of current clients to open source solutions. If we are
unable to differentiate our products from competitive products
based on open source software, demand for our products and
services may decline, and we may face pressure to reduce the
prices of our products.
Because
most of our licenses are renewable on an annual basis, a
reduction in our license renewal rate could significantly reduce
our revenues.
Our clients have no obligation to renew their licenses for our
products after the expiration of the initial license period,
which is typically one year, and some clients have elected not
to do so. A decline in license renewal rates could cause our
revenues to decline. We have limited historical data with
respect to rates of renewals, so we cannot
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accurately predict future renewal rates. Our license renewal
rates may decline or fluctuate as a result of a number of
factors, including client dissatisfaction with our products and
services, our failure to update our products to maintain their
attractiveness in the market or budgetary constraints or changes
in budget priorities faced by our clients.
We may experience difficulties that could delay or prevent the
successful development, introduction and sale of new products
under development. If introduced for sale, the new products may
not adequately meet the requirements of the marketplace and may
not achieve any significant degree of market acceptance, which
could cause our financial results to suffer. In addition, during
the development period for the new products, our customers may
defer or forego purchases of our products and services.
If our
newest product, the Blackboard Outcomes System, does not gain
widespread market acceptance, our financial results could
suffer.
We introduced our newest software application, the Blackboard
Outcomes System, in December 2006. Our ability to grow our
business will depend, in part, on client acceptance of this
product, which is currently unproven. If we are not successful
in gaining market acceptance of this product, our revenues may
fall below our expectations.
Because
we generally recognize revenues ratably over the term of our
contract with a client, downturns or upturns in sales will not
be fully reflected in our operating results until future
periods.
We recognize most of our revenues from clients monthly over the
terms of their agreements, which are typically 12 months,
although terms can range from one month to over 60 months.
As a result, much of the revenue we report in each quarter is
attributable to agreements entered into during previous
quarters. Consequently, a decline in sales, client renewals, or
market acceptance of our products in any one quarter will not
necessarily be fully reflected in the revenues in that quarter,
and will negatively affect our revenues and profitability in
future quarters. This ratable revenue recognition also makes it
difficult for us to rapidly increase our revenues through
additional sales in any period, as revenues from new clients
must be recognized over the applicable agreement term.
Our
operating margins may suffer if our professional services
revenues increase in proportion to total revenues because our
professional services revenues have lower gross
margins.
Because our professional services revenues typically have lower
gross margins than our product revenues, an increase in the
percentage of total revenues represented by professional
services revenues could have a detrimental impact on our overall
gross margins, and could adversely affect our operating results.
In addition, we sometimes subcontract professional services to
third parties, which further reduce our gross margins on these
professional services. As a result, an increase in the
percentage of professional services provided by third-party
consultants could lower our overall gross margins.
If our
products contain errors or if new product releases are delayed,
we could lose new sales and be subject to significant liability
claims.
Because our software products are complex, they may contain
undetected errors or defects, known as bugs. Bugs can be
detected at any point in a products life cycle, but are
more common when a new product is introduced or when new
versions are released. In the past, we have encountered product
development delays and defects in our products. We expect that,
despite our testing, errors will be found in new products and
product enhancements in the future. Significant errors in our
products could lead to:
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delays in or loss of market acceptance of our products;
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diversion of our resources;
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a lower rate of license renewals or upgrades;
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injury to our reputation; and
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increased service expenses or payment of damages.
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Because our clients use our products to store and retrieve
critical information, we may be subject to significant liability
claims if our products do not work properly. We cannot be
certain that the limitations of liability set forth in our
licenses and agreements would be enforceable or would otherwise
protect us from liability for damages. A material liability
claim against us, regardless of its merit or its outcome, could
result in substantial costs, significantly harm our business
reputation and divert managements attention from our
operations.
The
length and unpredictability of the sales cycle for our software
could delay new sales and cause our revenues and cash flows for
any given quarter to fail to meet our projections or market
expectations.
The sales cycle between our initial contact with a potential
client and the signing of a license with that client typically
ranges from 6 to 15 months. As a result of this lengthy
sales cycle, we have only a limited ability to forecast the
timing of sales. A delay in or failure to complete license
transactions could harm our business and financial results, and
could cause our financial results to vary significantly from
quarter to quarter. Our sales cycle varies widely, reflecting
differences in our potential clients decision-making
processes, procurement requirements and budget cycles, and is
subject to significant risks over which we have little or no
control, including:
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clients budgetary constraints and priorities;
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the timing of our clients budget cycles;
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the need by some clients for lengthy evaluations that often
include both their administrators and faculties; and
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the length and timing of clients approval processes.
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Potential clients typically conduct extensive and lengthy
evaluations before committing to our products and services and
generally require us to expend substantial time, effort and
money educating them as to the value of our offerings.
Our
sales cycle with international postsecondary education providers
and U.S. K-12 schools may be longer than our historic U.S.
postsecondary sales cycle, which could cause us to incur greater
costs and could reduce our operating margins.
As we target more of our sales efforts at international
postsecondary education providers and U.S. K-12 schools, we
could face greater costs, longer sales cycles and less
predictability in completing some of our sales, which may harm
our business. A potential clients decision to use our
products and services may be a decision involving multiple
institutions and, if so, these types of sales would require us
to provide greater levels of education to prospective clients
regarding the use and benefits of our products and services. In
addition, we expect that potential international postsecondary
and U.S. K-12 clients may demand more customization,
integration services and features. As a result of these factors,
these sales opportunities may require us to devote greater sales
support and professional services resources to individual sales,
thereby increasing the costs and time required to complete sales
and diverting sales and professional services resources to a
smaller number of international and U.S. K-12 transactions.
We may
have exposure to greater than anticipated tax
liabilities.
We are subject to income taxes and other taxes in a variety of
jurisdictions and are subject to review by both domestic and
foreign taxation authorities. The determination of our provision
for income taxes and other tax liabilities requires significant
judgment and the ultimate tax outcome may differ from the
amounts recorded in our consolidated financial statements, which
may materially affect our financial results in the period or
periods for which such determination is made.
Our
ability to utilize our net operating loss carryforwards may be
limited.
Our federal net operating loss carryforwards are subject to
limitations on how much may be utilized on an annual basis. The
use of the net operating loss carryforwards may have additional
limitations resulting from certain future ownership changes or
other factors under Section 382 of the Internal Revenue
Code.
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If our net operating loss carryforwards are further limited, and
we have taxable income which exceeds the available net operating
loss carryforwards for that period, we would incur an income tax
liability even though net operating loss carryforwards may be
available in future years prior to their expiration, which may
adversely affect our future cash flow, financial position and
financial results.
Our
future success depends on our ability to continue to retain and
attract qualified employees.
Our future success depends upon the continued service of our key
management, technical, sales and other critical personnel,
including employees who joined Blackboard from WebCT. Whether we
are able to execute effectively on our business strategy will
depend in large part on how well key management and other
personnel perform in their positions and are integrated within
our company. Key personnel have left our company over the years,
and there may be additional departures of key personnel from
time to time. In addition, as we seek to expand our global
organization, the hiring of qualified sales, technical and
support personnel has been difficult due to the limited number
of qualified professionals. Failure to attract, integrate and
retain key personnel would result in disruptions to our
operations, including adversely affecting the timeliness of
product releases, the successful implementation and completion
of company initiatives and the results of our operations.
If we
do not maintain the compatibility of our products with
third-party applications that our clients use in conjunction
with our products, demand for our products could
decline.
Our software applications can be used with a variety of
third-party applications used by our clients to extend the
functionality of our products, which we believe contributes to
the attractiveness of our products in the market. If we are not
able to maintain the compatibility of our products with
third-party applications, demand for our products could decline,
and we could lose sales. We may desire in the future to make our
products compatible with new or existing third-party
applications that achieve popularity within the education
marketplace, and these third-party applications may not be
compatible with our designs. Any failure on our part to modify
our applications to ensure compatibility with such third-party
applications would reduce demand for our products and services.
If we
are unable to protect our proprietary technology and other
rights, it will reduce our ability to compete for
business.
If we are unable to protect our intellectual property, our
competitors could use our intellectual property to market
products similar to our products, which could decrease demand
for our products. In addition, we may be unable to prevent the
use of our products by persons who have not paid the required
license fee, which could reduce our revenues. We rely on a
combination of copyright, patent, trademark and trade secret
laws, as well as licensing agreements, third-party nondisclosure
agreements and other contractual provisions and technical
measures, to protect our intellectual property rights. These
protections may not be adequate to prevent our competitors from
copying or reverse-engineering our products and these
protections may be costly and difficult to enforce. Our
competitors may independently develop technologies that are
substantially equivalent or superior to our technology. To
protect our trade secrets and other proprietary information, we
require employees, consultants, advisors and collaborators to
enter into confidentiality agreements. These agreements may not
provide meaningful protection for our trade secrets, know-how or
other proprietary information in the event of any unauthorized
use, misappropriation or disclosure of such trade secrets,
know-how or other proprietary information. The protective
mechanisms we include in our products may not be sufficient to
prevent unauthorized copying. Existing copyright laws afford
only limited protection for our intellectual property rights and
may not protect such rights in the event competitors
independently develop products similar to ours. In addition, the
laws of some countries in which our products are or may be
licensed do not protect our products and intellectual property
rights to the same extent as do the laws of the United States.
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If we
are found to infringe the proprietary rights of others, we could
be required to redesign our products, pay significant royalties
or enter into license agreements with third
parties.
A third party may assert that our technology violates its
intellectual property rights. As the number of products in our
markets increases and the functionality of these products
further overlaps, we believe that infringement claims will
become more common. Any claims, regardless of their merit, could:
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be expensive and time consuming to defend;
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force us to stop licensing our products that incorporate the
challenged intellectual property;
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require us to redesign our products and reimburse certain costs
to our clients;
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divert managements attention and other company
resources; and
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require us to enter into royalty or licensing agreements in
order to obtain the right to use necessary technologies, which
may not be available on terms acceptable to us, or at all.
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Expansion
of our business internationally will subject our business to
additional economic and operational risks that could increase
our costs and make it difficult for us to operate
profitably.
One of our key growth strategies is to pursue international
expansion. Expansion of our international operations may require
significant expenditure of financial and management resources
and result in increased administrative and compliance costs. As
a result of such expansion, we will be increasingly subject to
the risks inherent in conducting business internationally,
including:
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foreign currency fluctuations, which could result in reduced
revenues and increased operating expenses;
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potentially longer payment and sales cycles;
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difficulty in collecting accounts receivable;
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the effect of applicable foreign tax structures, including tax
rates that may be higher than tax rates in the United States or
taxes that may be duplicative of those imposed in the United
States;
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tariffs and trade barriers;
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general economic and political conditions in each country;
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inadequate intellectual property protection in foreign countries;
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uncertainty regarding liability for information retrieved and
replicated in foreign countries;
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the difficulties and increased expenses in complying with a
variety of foreign laws, regulations and trade
standards; and
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unexpected changes in regulatory requirements.
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Unauthorized
disclosure of data, whether through breach of our computer
systems or otherwise, could expose us to protracted and costly
litigation or cause us to lose clients.
Maintaining the security of online education and transaction
networks is of critical importance for our clients because these
activities involve the storage and transmission of proprietary
and confidential client and student information, including
personal student information and consumer financial data, such
as credit card numbers, and this area is heavily regulated in
many countries in which we operate, including the United States.
Individuals and groups may develop and deploy viruses, worms and
other malicious software programs that attack or attempt to
infiltrate our products. If our security measures are breached
as a result of third-party action, employee error, malfeasance
or otherwise, we could be subject to liability or our business
could be interrupted. Penetration of our network security could
have a negative impact on our reputation and could lead our
present and potential clients to choose competing offerings and
result in regulatory action against us. Even if we do not
encounter a security breach ourselves, a well-publicized breach
of the consumer data security of any major consumer Web site
could lead to a
34
general public loss of confidence in the use of the Internet,
which could significantly diminish the attractiveness of our
products and services.
Operational
failures in our network infrastructure could disrupt our remote
hosting service, could cause us to lose current hosting clients
and sales to potential hosting clients and could result in
increased expenses and reduced revenues.
Unanticipated problems affecting our network systems could cause
interruptions or delays in the delivery of the hosting service
we provide to some of our clients. We provide remote hosting
through computer hardware that is currently located in
third-party co-location facilities in Virginia, The Netherlands
and Canada. We do not control the operation of these co-location
facilities. Lengthy interruptions in our hosting service could
be caused by the occurrence of a natural disaster, power loss,
vandalism or other telecommunications problems at the
co-location facilities or if these co-location facilities were
to close without adequate notice. Although we have multiple
transmission lines into the co-location facilities through two
telecommunications service providers, we have experienced
problems of this nature from time to time in the past, and we
will continue to be exposed to the risk of network failures in
the future. We currently do not have adequate computer hardware
and systems to provide alternative service for most of our
hosted clients in the event of an extended loss of service at
the co-location facilities. Each Virginia co-location facility
provides data backup redundancy for the other Virginia
co-location facility. However, they are not equipped to provide
full disaster recovery to all of our hosted clients. If there
are operational failures in our network infrastructure that
cause interruptions, slower response times, loss of data or
extended loss of service for our remotely hosted clients, we may
be required to issue credits or pay penalties, current hosting
clients may terminate their contracts or elect not to renew
them, and we may lose sales to potential hosting clients. If we
determine that we need additional hardware and systems, we may
be required to make further investments in our network
infrastructure.
We
could lose revenues if there are changes in the spending
policies or budget priorities for government funding of
colleges, universities, schools and other education
providers.
Most of our clients and potential clients are colleges,
universities, schools and other education providers who depend
substantially on government funding. Accordingly, any general
decrease, delay or change in federal, state or local funding for
colleges, universities, schools and other education providers
could cause our current and potential clients to reduce their
purchases of our products and services, to exercise their right
to terminate licenses, or to decide not to renew licenses, any
of which could cause us to lose revenues. In addition, a
specific reduction in governmental funding support for products
such as ours would also cause us to lose revenues.
U.S.
and foreign government regulation of the Internet could cause us
to incur significant expenses, and failure to comply with
applicable regulations could make our business less efficient or
even impossible.
The application of existing laws and regulations potentially
applicable to the Internet, including regulations relating to
issues such as privacy, defamation, pricing, advertising,
taxation, consumer protection, content regulation, quality of
products and services and intellectual property ownership and
infringement, can be unclear. It is possible that U.S., state
and foreign governments might attempt to regulate Internet
transmissions or prosecute us for violations of their laws. In
addition, these laws may be modified and new laws may be enacted
in the future, which could increase the costs of regulatory
compliance for us or force us to change our business practices.
Any existing or new legislation applicable to us could expose us
to substantial liability, including significant expenses
necessary to comply with such laws and regulations, and dampen
the growth in use of the Internet.
Specific federal laws that could also have an impact on our
business include the following:
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The Childrens Online Protection Act and the
Childrens Online Privacy Protection Act restrict the
distribution of certain materials deemed harmful to children and
impose additional restrictions on the ability of online services
to collect personal information from children under the age of
13; and
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The Family Educational Rights and Privacy Act imposes parental
or student consent requirements for specified disclosures of
student information, including online information.
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Our clients use of our software as their central platform
for online education initiatives may make us subject to any such
laws or regulations, which could impose significant additional
costs on our business or subject us to additional liabilities.
We may
be subject to state and federal financial services regulation,
and any violation of any present or future regulation could
expose us to liability, force us to change our business
practices or force us to stop selling or modify our products and
services.
Our transaction processing product and service offering could be
subject to state and federal financial services regulation. The
Blackboard Transaction System
supports the creation and
management of student debit accounts and the processing of
payments against those accounts for both on-campus vendors and
off-campus merchants. For example, one or more federal or state
governmental agencies that regulate or monitor banks or other
types of providers of electronic commerce services may conclude
that we are engaged in banking or other financial services
activities that are regulated by the Federal Reserve under the
U.S. Federal Electronic Funds Transfer Act or
Regulation E thereunder or by state agencies under similar
state statutes or regulations. Regulatory requirements may
include, for example:
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disclosure of consumer rights and our business policies and
practices;
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restrictions on uses and disclosures of customer information;
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error resolution procedures;
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limitations on consumers liability for unauthorized
account activity;
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data security requirements;
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government registration; and
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reporting and documentation requirements.
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A number of states have enacted legislation regulating check
sellers, money transmitters or transaction settlement service
providers as banks. If we were deemed to be in violation of any
current or future regulations, we could be exposed to financial
liability and adverse publicity or forced to change our business
practices or stop selling some of our products and services. As
a result, we could face significant legal fees, delays in
extending our product and services offerings, and damage to our
reputation that could harm our business and reduce demand for
our products and services. Even if we are not required to change
our business practices, we could be required to obtain licenses
or regulatory approvals that could cause us to incur substantial
costs.
(a) Exhibits:
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Exhibit No.
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Description
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31
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.1
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Certification of Chief Executive Officer Pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.
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31
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.2
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Certification of Chief Financial Officer Pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.
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32
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.1
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Certification of Chief Executive Officer Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.
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32
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.2
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Certification of Chief Financial Officer Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.
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Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.
Blackboard Inc.
Michael J. Beach
Chief Financial Officer
(On behalf of the registrant and as Principal
Financial Officer)
Dated: November 8, 2007
37
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