Blackboard to Acquire Saf-T-Net, Inc., Provider of AlertNow
08 Marzo 2010 - 2:00PM
PR Newswire (US)
WASHINGTON, March 8 /PRNewswire-FirstCall/ -- Blackboard Inc. today
announced that it has entered into a definitive agreement to
acquire privately-held Saf-T-Net, Inc., provider of AlertNow, a
leading messaging and mass notification solution for the K-12
marketplace, for approximately $33 million in cash, excluding
transaction costs and subject to certain adjustments. "Our
acquisition of AlertNow broadens our mass notification offerings,
extends our focus on mobile devices and creates greater value for
our significantly expanded K-12 client base. The strength of
AlertNow's value proposition is evidenced by their rapid growth,
and we believe its addition to Blackboard will further enhance our
momentum," said Michael Chasen, CEO and President of Blackboard.
"AlertNow has enjoyed strong renewal rates and we look forward to
delivering the highest service levels to our broader base of
clients. We are also excited to welcome our new colleagues from the
AlertNow team to Blackboard." "Blackboard shares our enthusiasm for
serving the needs of parents, teachers and administrators across
the K-12 market," said Robert Bruce, President and CEO of
Saf-T-Net. "We look forward to working with the Blackboard team to
provide our clients and industry with an even broader selection of
communication offerings and new innovations." Headquartered in
Raleigh, NC, Saf-T-Net employs approximately 65 professional staff
serving K-12 clients located throughout the U.S. With more than
2,000 K-12 clients, Saf-T-Net increases Blackboard's commitment to
the K-12 market. In addition, Saf-T-Net provides features and
functionality that will enhance and accelerate development for
Blackboard's own messaging and mass-notification offering
Blackboard Connect(TM), including: new Parent Portal technology;
enhanced survey capabilities; and multi-lingual capabilities. The
broadened capabilities and client base provides significant
opportunities, and there is the potential to realize long-term
infrastructure cost benefits as a result of the increased scale
from the combined operations. Guidance for the First Quarter of
2010 Blackboard management does not expect that the acquisition of
Saf-T-Net will have an impact on the Company's first quarter
financial results given an anticipated closing in late March.
Accordingly, Blackboard management is re-affirming its previous
guidance for the first quarter 2010 as follows: -- Revenue of $98.6
to $102.6 million; -- Amortization of acquired intangibles of
approximately $8.9 million; -- Stock-based compensation expense of
approximately $5.1 million; -- GAAP net income of $3.2 to $5.7
million, resulting in GAAP net income per diluted share of $0.09 to
$0.16, which is based on an estimated 34.8 million diluted shares,
and an estimated effective tax rate of approximately 36 percent; --
Non-GAAP adjusted net income of $12.5 to $15.1 million, which
excludes stock-based compensation expense, amortization of
acquisition-related intangible assets, and non-cash interest
expense, all net of taxes; and -- Non-GAAP adjusted net income per
diluted share of $0.36 to $0.43 based on an estimated 34.8 million
diluted shares and an estimated effective tax rate of approximately
38.5 percent. Updated Guidance for the Full Year 2010 Blackboard
management currently expects Saf-T-Net to contribute approximately
$5.5 million to Blackboard's 2010 GAAP revenue, assuming the
anticipated late March closing date for the acquisition. The
Company also expects the acquisition to be dilutive to full year
2010 by approximately ($0.09) to GAAP net income per diluted share
and by approximately ($0.05) to non-GAAP net income per diluted
share. Management estimates that there will be approximately
($0.04) per share of dilution in Q2 2010 to non-GAAP net income
primarily related to the purchase accounting adjustment to
Saf-T-Net's deferred revenue and an additional ($0.01) per share of
dilution in Q4 2010 to non-GAAP net income related to the timing of
non-recurring integration costs. The Company currently expects
Saf-T-Net to have a positive impact on non-GAAP net income per
diluted share beyond 2010. For full year 2010, Blackboard currently
expects: -- Revenue of $429.5 to $445.5 million; -- Amortization of
acquired intangibles of approximately $35.0 million; -- Stock-based
compensation expense of approximately $20.2 million; -- GAAP net
income of $19.7 to $30.1 million, resulting in GAAP net income per
diluted share of $0.56 to $0.85, which is based on an estimated
35.5 million diluted shares; and an estimated effective tax rate of
approximately 36 percent; -- Non-GAAP adjusted net income of $56.8
to $67.1 million, which excludes stock-based compensation expense,
amortization of acquisition-related intangible assets, and non-cash
interest expense, all net of taxes; -- Non-GAAP adjusted net income
per diluted share of $1.60 to $1.89 based on an estimated 35.5
million diluted shares and an estimated effective tax rate of
approximately 38 percent; -- Cash flow from operations of $100.0 to
$110.0 million; and -- Capital expenditures of approximately 4 to 5
percent of total revenue. Corporate Presentation to Investment
Community At 9:15 a.m. ET today, John Kinzer, Chief Financial
Officer and Michael J. Stanton, Senior Vice President, Finance
& Treasurer will provide a corporate presentation to analysts
and investors from the Raymond James 31st Annual Institutional
Investors Conference in Orlando, FL. The presentation will include
commentary related to the acquisition of Saf-T-Net and can be
accessible via webcast through the Investor Relations tab of the
Company's web site at http://investor.blackboard.com/ or at the
conference web site at http://www.wsw.com/webcast/rj54/bbbb/. Use
of Non-GAAP Financial Measures This release includes information
about the Company's non-GAAP adjusted net income and non-GAAP
adjusted net income per share, which are non-GAAP financial
measures. Management believes that both measures, which exclude
amortization of acquired intangibles, stock-based compensation
expense, non-cash interest expense, all net of taxes, provide
additional useful information to investors regarding the Company's
ongoing financial condition and results of operations and aspects
of current operating performance that can be effectively managed.
Because the Company has historically reported these non-GAAP
results to the investment community, management also believes the
inclusion of these non-GAAP financial measures provides enhanced
comparability in its financial reporting and facilitates investors'
understanding of the Company's historic operating trends by
providing an additional basis for comparisons to prior periods. In
addition, the Company's internal reporting, including information
provided to the Company's Audit Committee and Board of Directors,
contains non-GAAP measures. The Company has also adopted internal
compensation metrics that are determined on a basis that excludes
amortization of acquired intangibles, stock-based compensation
expense, non-cash interest expense, and non-cash patent related
impairment expense, all net of taxes. A material limitation
associated with the use of the above non-GAAP financial measures is
that they have no standardized measurement prescribed by GAAP and
may not be comparable with similar non-GAAP financial measures used
by other companies. The Company compensates for these limitations
by providing full disclosure of each non-GAAP financial measure and
reconciliation to the most directly comparable GAAP financial
measure which investors can use to appropriately consider each
financial measure determined under GAAP as well as on the adjusted
non-GAAP basis. However, the non-GAAP financial measures should not
be considered in isolation from, or as a substitute for, financial
information prepared in accordance with GAAP. In addition to the
information contained in this release, investors should also review
information contained in the Company's Form 10-K dated February 17,
2010, as well as other filings with the Securities and Exchange
Commission when assessing the Company's financial condition and
results of operations. Safe Harbor Statement Any statements in this
press release about future expectations, plans and prospects for
Blackboard and other statements containing the words "believes,"
"anticipates," "plans," "expects," "will," and similar expressions,
constitute forward-looking statements within the meaning of The
Private Securities Litigation Reform Act of 1995. Actual results
may differ materially from those indicated by such forward-looking
statements as a result of various important factors, including the
factors discussed in the "Risk Factors" section of our Form 10-K
filed on February 17, 2010 with the SEC. In addition, the
forward-looking statements included in this press release represent
the Company's views as of March 8, 2010. The Company anticipates
that subsequent events and developments will cause the Company's
views to change. However, while the Company may elect to update
these forward-looking statements at some point in the future, the
Company specifically disclaims any obligation to do so. These
forward-looking statements should not be relied upon as
representing the Company's views as of any date subsequent to March
8, 2010. About Blackboard Inc. Blackboard Inc. is a global leader
in enterprise technology and innovative solutions that improve the
experience of millions of students and learners around the world
every day. Blackboard's solutions allow thousands of higher
education, K-12, professional, corporate, and government
organizations to extend teaching and learning online, facilitate
campus commerce and security, and communicate more effectively with
their communities. Founded in 1997, Blackboard is headquartered in
Washington, D.C., with offices in North America, Europe, Asia and
Australia. About Saf-T-Net (AlertNow) Saf-T-Net (AlertNow) is
headquartered in Raleigh, N.C. AlertNow delivers more than nine
million messages per month on behalf of more than 30,000 school
administrators in all 50 states throughout the country. DATASOURCE:
Blackboard Inc. CONTACT: For Financial Media and Investors: Michael
J. Stanton, SeniorVice President, +1-202-463-4860, ext. 2305; or
For Education & General Media:Matthew Maurer, Director, Public
Relations, +1-202-463-4860 ext. 2637,matthew.maurer@blackboard.com,
both of Blackboard Inc. Web Site: http://investor.blackboard.com/
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