Under terms of the agreement, Blackboard will acquire NTI for $182 million subject to certain adjustments. The purchase price will be paid $132 million in cash and $50 million in stock. In addition, up to an additional $17 million in consideration may be paid in stock based on attainment of certain financial targets over the two years following the close of the acquisition.
This acquisition enables Blackboard to better help institutions address several key challenges and trends which are taking place within the education community, namely:
1. As online learning continues to grow and more institutions utilize the internet to connect with traditional and virtual students, it is becoming increasingly important to have the capability to deliver mass communications with large populations of users across an array of technical devices;
2. In addition, it has become imperative that academic institutions have the ability to quickly and effectively communicate with their entire campus constituency in the wake of a range of school and campus tragedies, severe weather and other safety concerns; and
3. Institutions are focusing on mobile-centric strategies and looking to tightly integrate their learning environments with cell phones and PDAs.
In addition, this positions Blackboard to assist Governmental agencies and municipalities which are also increasingly expected to reach their entire constituencies directly in an expeditious, time sensitive and cost-effective manner in the event of serious public safety matters.
The acquisition of the NTI Group moves Blackboard into the fast-growing alert and notification market, forecast by Yankee Group to grow to an estimated $1.2 billion in revenue in the United States by 2011, representing a five-year compounded average annual growth rate of over 30 percent. The combination of Blackboard and NTI adds another mission-critical offering to Blackboard's existing suite of enterprise products and fulfills a key education technology priority. The addition of NTI's Connect-ED offering will allow Blackboard to extend its leadership in North American higher education and establish a much more significant presence with U.S. K-12 institutions where NTI has already established a significant client base.
NTI is located in Sherman Oaks, CA and provides comprehensive communication services designed specifically for academic institutions as well as local, state and federal government entities. As of the third quarter of 2007, NTI had more than 1,200 contracts for the Connect-ED system in the U.S. K-12 market covering more than 14,000 schools and districts. NTI had 130 contracts in the U.S. higher education market covering approximately 200 colleges and universities. Additionally, the Connect-CTY, Connect-GOV and Connect-MIL services provide mass notification functionality to a fast growing number of municipal, government and military customers. The company's mass notification systems are designed to allow users to quickly and easily record and send time-sensitive notifications to thousands of people in minutes using just a computer or telephone. The NTI service operates as a fully hosted, fully managed Application Service Provider (ASP) / Software as a Service (SaaS); users are able to deploy a complete messaging and notification system without investing in, or maintaining, hardware, software, or additional phone lines. Messages can be sent to recipients' landlines, cell phones, PDAs/text- based devices, SMS, e-mail accounts, and TTY/TDD devices for the hearing impaired.
"Time-sensitive mass notification systems are a top priority for global academic institutions," said Michael Chasen, Blackboard's President and Chief Executive Officer. "NTI is the leading provider of these systems to educational institutions and government agencies and the addition of their solutions is an excellent next step in the growth of Blackboard's product portfolio. NTI expands our client base significantly and in particular adds more than 1,200 new relationships with key IT decision makers in the K-12 market. I believe the union of our companies will create substantial cross- selling opportunities and add significant shareholder value."
"We are extremely pleased to become a part of Blackboard and enhance their product offering with our mission critical communications technology," said Robin Richards, NTI Chairman and Chief Executive Officer. "We believe that we can leverage Blackboard's existing infrastructure, geographic diversity and relationships in higher education to efficiently expand the reach of our communications platform."
Both companies' Boards of Directors have approved the transaction. Subject to regulatory approval and other customary closing conditions, the transaction is expected to close in the first quarter of 2008. The combined companies will operate under the Blackboard name and brand with corporate headquarters located in Washington, DC.
The combination of Blackboard and NTI unites two innovators serving academic institutions, as well as government and corporate clients. Key strengths expected from the combination include:
-- Combined client base of more than 4,900 K-12 schools, colleges and universities as well as a growing presence in government organizations and corporations;
-- Unmatched depth and breadth of product offering;
-- Enhanced cross-selling opportunities to both the existing NTI and Blackboard client bases;
-- Strengthened management with extensive experience in global education technology; and
-- Increased revenue growth, profitability and cash flow over time.
Financial Details of the NTI Acquisition
NTI's business model offers many of the same financial characteristics as Blackboard's, including an annual recurring subscription-based licensing model, ratable revenue recognition, a stable institutional client base and historically high renewal rates. As a result, the combination is expected to enhance growth and profitability over time. Blackboard expects the transaction to be slightly accretive to earnings on a non-GAAP adjusted basis excluding the impact of purchase accounting adjustments on deferred revenues and non-recurring merger-related costs and dilutive on a GAAP basis for fiscal year 2008.
Blackboard retained Wachovia Securities as its financial advisor and Dewey & LeBoeuf as its legal advisor. NTI retained UBS Investment Bank as its financial advisor and Latham and Watkins LLP as its legal advisor.
"NTI is a fast growing company in a high growth market segment and has been extremely successful in scaling their business," commented Chasen. "NTI's 2007 revenue is expected to be approximately $30 million which would represent an annual growth rate in excess of 50 percent over the prior year. We believe we can extend NTI's leadership position and scale the business in the coming years."
Preliminary Fourth Quarter 2007 Update and Guidance
Concurrent with its acquisition announcement of NTI, Blackboard is also providing some highlights and financial guidance for the fourth quarter ended December 31, 2007 and initial standalone guidance for 2008.
Highlights from Blackboard's fourth quarter include:
-- Blackboard's enterprise licenses (Blackboard Learning System(TM) - Enterprise, Blackboard Community System(TM), Blackboard Transaction System(TM), Blackboard Content System(TM), Blackboard Portfolio System(TM) and Blackboard Outcomes System(TM)), totaled 3,935.
-- Blackboard announced a partnership with the Sony Corporation to support Sony FeliCa contactless technology in the Blackboard Commerce Suite. The partnership goal is to develop new technology that improves student service in a cost effective manner.
-- During the fourth quarter of 2007, Blackboard acquired a small technology company to augment the content management capabilities of the Blackboard Academic Suite. As the result of this transaction and other merger-related activity Blackboard incurred $1 million of non-recurring expense and $300,000 of increased amortization expense in the fourth quarter.
Based on preliminary results, Blackboard is providing the following updated guidance for the fourth quarter of 2007:
-- Revenue of $62.0 to $63.0 million for the fourth quarter of 2007; -- Amortization of acquired intangibles of approximately $5.8 million; -- Net income of $3.4 to $3.9 million, resulting in net income per diluted share of $0.11 to $0.13, which is based on an estimated 30.4 million diluted shares and an effective tax rate of 41.5 percent. The company's net income will include approximately $1.3 million or $0.04 per share of additional expense in the quarter which is attributable to $1.0 million of non-recurring merger-related expense and $300,000 of additional amortization expense; -- Non-GAAP adjusted net income, excluding the amortization of acquired intangibles and the associated tax impact, of $6.9 to $7.4 million, resulting in non-GAAP adjusted net income per diluted share of $0.23 to $0.25, which is based on an estimated 30.4 million diluted shares and an effective tax rate of 40.5 percent. The company's non-GAAP net income will include approximately $1.0 million or $0.03 per share of non-recurring merger-related expense; -- Cash flow from operations in excess of $25 million.
The guidance for the fourth quarter of 2007 is based on preliminary, unaudited financial results, and the final results reported by Blackboard for the period may be materially different.
Initial 2008 Blackboard Standalone Guidance
Blackboard management is also providing preliminary 2008 revenue guidance of approximately $278 to $284 million, exclusive of the acquisition of the NTI Group. The company will provide additional commentary and information on the NTI acquisition conference call scheduled for January 14, 2008.
NTI Acquisition Conference Call Information
Blackboard will hold an investor and analyst conference call at 8:00 a.m. ET / 5:00 a.m. PT on Monday, January 14, 2008. A slide presentation regarding the proposed acquisition may be accessed at Blackboard's investor relations Web site at http://investor.blackboard.com.