Ladies and gentlemen, thank you for standing by, and welcome to the Blackbaud Third Quarter 2012 Earnings Conference Call. [Operator Instructions] At this time, I would like to turn the conference over to Tony Boor, CFO. Please go ahead.

Thank you. Good morning, everyone. Thank you for joining us today to review our third quarter 2012 results. With me on the call is Marc Chardon, our President and Chief Executive Officer. We both have prepared remarks, and then we'll open up the call for your questions. Please note that our remarks today contain forward-looking statements. These statements are based solely on present information and are subject to risks and uncertainties that could cause actual results to differ materially from those projected in the forward-looking statements. Please refer to our SEC filings, including our most recent Quarterly Report on Form 10-Q, our most recent Annual Report on Form 10-K and the risk factors contained therein, as well as our periodic reports under the Securities Act of 1934 for more information on these risks and uncertainties and on the limitations that apply to our forward-looking statements. Also, please note that a webcast of today's call will be available on our Investor Relations section of our website. During this call, we will be referring to both GAAP and non-GAAP financial measures. We believe that non-GAAP measures are more representative of how we internally measure the business. A reconciliation of GAAP and non-GAAP results is available in the press release we issued today, which is available on our website at blackbaud.com. With that, let me turn it over to Marc to review our high-level financial performance and business highlights. Then, I'll come back at the end to provide greater details on our third quarter results, as well as guidance for the fourth quarter and full year 2012. Marc?

Thank you, Tony, and thanks to all of you for joining us today to review our third quarter results. We delivered third quarter non-GAAP profitability that exceeded the high end of our guidance range in the face of a challenging economic environment. Our primary focus during the quarter was the integration of the Convio acquisition and we made very good progress in a number of areas. Perhaps the most important for the long term, after much work, we communicated the product roadmap decisions for our online fundraising and CRM offerings to our global sales organization and customer base. As we look ahead, we're very excited to bring our best-of-both-worlds online and offline solutions to nonprofit customers of all sizes and across all verticals, and we've taken an important first step by defining the roadmap and becoming one integrated organization aligned to deliver on this potential. Let me provide a summary-level review of our third quarter results. We generated non-GAAP operating income of $20.7 million, which was above our guidance of $18 million to $20 million, as we delivered combined company synergies at a faster-than-expected pace. Our non-GAAP revenue was $123.8 million, approximately $1 million below our guidance. Our services revenue was shy of our target for the quarter due primarily to the integration of the Blackbaud and Convio Enterprise customer organizations. With new ECBU leadership now in place and a strong pipeline of CRM opportunities, we're confident that we can improve our services execution. Our subscription-related offerings faced economic headwinds during the quarter, but still delivered solid performance, and were the largest component of our overall revenue. Q3 was the first quarter to include a full quarter of Convio revenue which significantly enhanced the scale of our subscription business and we continue to shift traditional Blackbaud business towards subscription-based offerings.…

Thanks, Marc. We're pleased with our ability to deliver non-GAAP profitability that exceeded our guidance range in the quarter as we made better-than-expected progress in realizing cost synergies for the Convio integration. At the same time, we are focused on improving our services performance and ensuring the organization is aligned for improved operational performance over the long term. Let me now review our third quarter results. GAAP revenue was $122.5 million after adding back the $1.4 million deferred revenue write-down associated with the Convio acquisition, the reported non-GAAP revenue of $123.8 million. This, compared to $95.4 million in the third quarter of 2011 and was approximately $1 million below our guidance range, driven primarily by the shortfall in services revenue that Marc discussed earlier. Non-GAAP subscription revenue was $48.3 million, an increase of 85% compared to the $26.1 million in the third quarter of 2011. Excluding the contribution from Convio, Blackbaud's year-over-year growth in subscription revenue was 17%, and the addition of Convio's subscription -- the addition of Convio's contribution helped to drive our overall subscription revenue to a record 39% of our third quarter total revenue. This significant increase in our subscription revenue is a positive development as it increases our long-term revenue visibility, and we will continue to focus on further increasing subscription-related sales as we move forward. Maintenance revenue of $34.5 million for the third quarter was up 5% on a year-over-year basis. When combined with subscription revenue, our total non-GAAP recurring revenue was $82.8 million for the third quarter, which was an annualized recurring revenue run rate that is greater than $330 million. License revenue in the third quarter was $4.5 million compared to $5 million in Q3 of 2011. License revenue is inherently lumpy due to the relatively small amount of total license revenue that…

[Operator Instructions] Our first question is from the line of Tom Roderick with Stifel, Nicolaus.

This is Chris Koh in for Tom. So I'm just trying to get a handle [ph] around the services commentary that you mentioned, I think last quarter you had mentioned some of these Enterprise CRM deals were taking a little longer than expected and that kind of impacted the revenue recognition. And I think you mentioned this quarter there's a transitional issue? And then thirdly, you also mentioned in the general markets business that there may have been some services impact there. So I was wondering if you could just clarify are all those 3 things, issues. And what's your level of confidence that you can get those resolved and over what time frame?

The first was, to be clear, that we were on track for bookings for CRM in the first half of the year, but that we'd had a smaller number of significantly larger deals compared to what we'd forecast. And so that meant that the run rate of services was going to be spread out over a longer period of time because it's a smaller number of projects that would take a longer time. And so that is not something that "resolves itself", it's just something that means that the bookings that we got that were on track will happen over a longer period of time that they otherwise would have had. So that will have an impact this quarter, next quarter and that was already considered inside of our guidance. So that's not a reason for the service underperformance this quarter or the drop in our expectations for services next quarter. The second factor is that we had a slowdown in the bookings of our business that lasted longer as a result of, I think, the integration process, and also the bringing together of 2 sales organizations and 2 Salesforce automation systems and so on. So I -- we underperformed in bookings and that will have a modest impact in this quarter -- the quarter that just passed, and you will have a larger impact in Q4, because you don't really start the sales of services in the quarter that you saw them on the Enterprise project. So you might have a smaller impact in Q3 for deals that didn't close in Q3 and a significantly larger percentage impact in Q4. That also has an impact over time, because until you get that deal back -- once you get that deal back, if it does come back, you still have that same curve to go up. And then finally, we brought 3 different services organizations together during the third quarter. We brought our -- the 2 professional services organizations, the Convio and Blackbaud, plus our Managed Services business and restructured them into vertical-oriented practices, if you will, and that meant that you are really bringing 3 different project management groups together and so on, as well as changing a lot of leadership there. And so the amount of work that we actually did was impacted because of sort of the confusion or the problems that came out of that integration process. I mentioned -- by the way, I said that we were -- we missed some sales in the quarter, part was roadmap-related and part was execution-related in the missed sales on the second part. So that may be a longish answer, but I wanted to give you the way to think about it. Does that make -- does that help?

No, that's very helpful. So just to clarify in terms of if you -- and I know this may be a little hard to quantify, sorry, but how much of kind of the slow bookings was purely due to kind of integration execution versus maybe an additional deceleration in the macro in the third quarter relative to the second?

I would say that the macro was very little to no impact on the Enterprise side. If you take the Blackbaud traditional CRM product, I think it was more execution, and if you take the Luminate CRM side and the Luminate online side, it was more roadmap-oriented.

Our next question is from the line of Ross MacMillan with Jefferies.

So the first question I had was actually on gross margins. I think this was a particularly strong quarter for the gross margin performance both on subscriptions and also, to some extent, on services, at least sequentially. Can you just talk to what's driven the upside on the subscription gross margin? And how would you have us think about where that sort of should be on a run-rate basis from here?

Yes, Ross. From a guidance perspective, we'll have to wait till next quarter when we come out with some '13 guidance. But I would say we've got, obviously, we've got a lot of moving parts and pieces with the integration of the 2 companies. Our performance overall from a profitability standpoint which would obviously include gross margins, I would say is largely impacted by our success on the synergy front. So while we've been wrestling a bit on the revenue side of the business largely [ph], especially with ECBU and services, we've been doing a phenomenal job obtaining the synergies that we expected. I think we mentioned in the prepared comments that we were ahead of schedule. We've stated we were hoping to get a $9 million to $10 million annualized run rate by the end of this year. We believe we're ahead of that target. We expect that we'll see about $5 million of that $9 million to $10 million annualized run rate actually materialize in the year, in 2012. And so, we've been managing our -- what we can manage effectively, which is our cost structure, very, very closely and I think that's what's driven a lot of the margin and obviously, mix has some impact on the positive margins as well.

I'd make 2 additional comments, Ross. The professional services side of the house, we continue to see a drop in non-billable work associated with the CRM projects that we've talked of in the past. And so that was a -- there's a significant down year-over-year and sequentially in Q3 and I would expect again to see an improvement relative year-over-year and sequentially in Q4 in terms of non-billable work. Also note that the professional services part of the Convio business was a relatively low margin. I don't remember if they gave the exact margin numbers, but I'm sure you're pretty much up on that. And so, as we bring the organizations together, you can expect to see an improvement in sort of margin and across the overall portfolio based on mix. The same thing is also true in subscription. Convio subscription side was actually relatively strong in the gross margin space, so you've got a full quarter of Convio in Q3 which you didn't have in Q2, so that would -- there's just purely a mix shift in side subscriptions in addition to the benefit that Tony was talking about in terms of synergy line improvements in subscription costs.

So just maybe to be clear, the $9 million to $10 million of cost savings, where you're running ahead of schedule, those can be both in operating expenses and cost of goods?

Absolutely true.

Correct.

Okay, that's helpful. And then, Tony, could you just remind me how much of the subscription revenue is more transactional in nature? I know it's seasonal. If you could just help me kind of quantify that, that would be helpful.

Ross, give me just a sec, see if we can look that up real quick. I don't that handy with me.

And then, whilst you're looking that up, maybe a broader question, Marc. You know what, you're going through this process of consolidating down, if you will, the product portfolio and defining the roadmap. Just in broad terms, what do you think kind the product SKU -- the number of products, if you will, that you have. What sort of magnitude of reduction are we going to see here as you focus your efforts on a more limited number of major products? Is it a 10% reduction in the total number of products you sell or is it much larger than that?

There's sort of 2 halves to your questions, Ross. The first is SKUs. And I think that during the period of time when especially the general market business was really focusing on experimentation and test on the package price and promote front, we actually had a lot of SKUs come out that were sort of mixes of products or mixes of products and solutions. And so, you'll see I think a significant reduction in SKUs that's based on package price and promote as we take the learnings we've had over the past couple of years. And so for any given vertical, like the K-12 vertical or like the arts and cultural vertical, you're likely to see things focused down to a good, better, best, as we move towards a subscription model and as we bring the product portfolios together. In terms of the number of overall products, I don't have a percentage number to tell you, honestly speaking, but it's not a 50% reduction, it's a lower reduction. But that understates the simplification of the portfolio and let me explain that. So for example, we had 1 CRM for the enterprise space, now we have 2. But we're going to focus the Luminate CRM on a subset of the market segment that's cause and cure plus Salesforce-committed customers, that means we don't have to engineer for those customers in the Blackbaud CRM product. So just because we have 2 products where there was 1, doesn't mean you have double the engineering, because you're going to be reducing engineering on both products relative to the breadth that they would have had, had you -- you try to take Luminate to the higher ad space or you're trying to take the CRM to the advocacy space.

Hey Ross, this is Tony. That number on a combined company is approximately 20%.

And the quarters where its more seasonally strong, if you will -- is Q4 the one quarter where it's seasonally weakest? Or can you just...

In usage revenue?

Yes, exactly.

Usage revenue is -- Q3 is the highest, Q4 is -- so in a usage sense, the Convio pattern has been that the events-oriented pattern is summer-oriented, because most events happen when it's not -- Sandy's not hitting people. And from our perspective, our revenue quarters, typically, we have from these Blackbaud classic perspective, Christmas is the -- and holiday season is the peak. So the point, however, is that Convio's revenues in the transactional side were higher than Blackbaud's. So there is a sequential decline from Q3 to Q4 of about $1 million in usage revenue that's based on that. And the lowest in the year of all, obviously, is Q1 because neither Blackbaud nor Convio had a peak in the Q1 quarter.

Great, that's helpful. And then one very last one. Just as we look forward to your Q4 guide, can you just remind me what you said -- I got what you had said on subscription, but how should I think about the services line going into Q4 relative to Q3 on the revenue side, I mean?

So, I think that what we've stated is that the impact outside of just normal seasonality that the reason for taking our guidance down is largely almost entirely associated with ECBU and services. So I think you can equate the majority of any decline on the revenue side to that area.

After about $1 million decline in usage, Ross.

Yes. Great, that's helpful.

In the Q4, you always have a challenge because you have Thanksgiving week, you've got the holidays, the end of year holiday week, and there are a lot of organizations that don't want you to be working on their platform during the end-of-year push and blitz to get their numbers in. And I think this year, it's even more pronounced because many of these organizations are really nervous about whether the end-of-year numbers will be what they need them to be to finish the year well.

[Operator Instructions] Our next question is from the line of Matthew Kempler with Sidoti & Company.

On the eCRM side, I understand the integration impact. But could you just review one more time what were the key execution issues and have we already made the changes needed to improve performance there?

Well, the primary execution issues were just changes in leadership and changes in territories. When you take a new sales organization -- when you take 2 sales organizations and bring them together, there was always the question of whether it's the Convio classic or the Blackbaud classic person who ends up covering a given account. And so we tried very much, if there was a deal in process, to leave the sales reps in place, but those changes and the changes of people that they were reporting to and then the departure of Gene and the change in sales VPs and sales managers, I'm afraid that it caused the defocus on some of those deals happening at the -- and so, for example, there's one that has come in already that slipped out of the quarter. We should have been above our range had we done what we said we were going to forecast in the quarter. So, I mean, it wouldn't have been twice the number of CRM deals, but we could have been at the 5 to 6 range as opposed to the 4 that we had. And so I think that those things are actually pretty much behind us. Joe is spending his time visiting prospects and customers and his sales reps know that, every day, they -- he expects them, every day, to tell him where they are in their process, and you can even see that in terms of how early the contracting teams are getting involved and how all that's being pushed forward. So I'm very comfortable that we've dealt with the execution issues on the sale side. I think that fixing the execution on the services side takes a little longer because you have a larger number of systems, you've got a set of projects and you also have just the fact that we didn't have the momentum in Q3 that would have filled the work pipeline in Q4 and Q1.

And then I think, Matt, one other thing that we spoke about was the freeze, a bit of the freeze in the market, more so in the Luminate CRM side, because we hadn't made the roadmap decision. And so we're seeing that starting to thaw now, but we did feel there was some freezing on the Convio side on CRM that, hopefully with our announcements at our conference, is thawing that out.

Yes, we'll go ahead. This first CRM [ph] deal closed as well, which is a good thing.

Okay, great. And then on the subscription side of the business, you mentioned that you're going to be increasing the focus there. Can you give us a sense of what does that mean? What are we going to be changing or offering more of on the subscription side?

Well, the primary thing that sort of accelerates right now is that our customers for Financial Edge and Raiser's Edge, a larger percentage of them, are ending up with a subscription-based offering even with a product that's a host of products. And I don't have something specific to say about mid-market CRM yet, but when the mid-market CRM product comes to its full fruition, it's probably 75% of the way there, if you will, for the higher edge space. There are organizations who really want to have that on the subscription basis as well. So I would expect mid-market enterprise to have a move to subscription -- to accelerate our move to subscription as you start to see some of that impact toward sometime in the first half of next year.

Okay. And are we purely just offering existing products on a subscription model? Or are we also starting convert our product to cloud-based platforms?

Well, I mean, cloud-based platforms are -- it's in the eye of the beholder, right? So if you have a virtual machine in which an REi runs, the customer doesn't really think of it very much differently than if it were a SaaS product as long as they can access it online in the mid-market, for example. So each of these products, as they go to subscription space, are being reengineered to be cost-effective to be in the cloud, and that takes some time, so that's part of why you've seen margin degradation in the -- gross margin degradation on the subscription line. Because hosting an REi is more expensive than an eTap multi-tenant application. So what you'll see over time is reduction in -- an improvement in gross margins, so reduction in cost of service delivery for package products and over time, but in a longer horizon, will be moving to a multi-tenant and/or fully hosted, not virtualized, environments, but that doesn't happen in an afternoon. So the margin improvement that's based on that will take time to achieve, but it's real and you compare. What'll also happen once we move people from one product to another. So for example, in the enterprise space, you can see BBNC customers moving to Luminate online overtime to get the broader range of features and functionalities and benefits that Luminate offers. Each one of those actually would reduce the hosting cost.

At this time, I would like to turn the call back over to management for closing remarks.

Well, thanks everybody for joining us today. And just to summarize, I'd say, we've made significant progress integrating Convio, running ahead of the cost synergies. We're focused on managing expenses and realizing those synergies as we move ahead in the integration process. And we're going to continue to make some -- the judicious investments in the future the business. Macro environment is more challenging. I don't know which way it's going to go. We're looking for the end of the election, we're looking for what happens to the fiscal cliff and we're looking towards the year-end fundraising results. They'll all have an impact, I think, on the buying attitude of our customers, more in the mid-market than in the higher end of the market. I'm very optimistic about the market opportunity. And as we bring the portfolio together, I think we've significantly strengthened our ability to offer multichannel fundraising and donor management support and management solutions to our customers online and offline. So that acquisition and integration of Convio has been a big asset to us in terms of the share of mind of our customers, and it's our job now to turn it into share of wallet for our customers. I look forward to updating you on our progress as we meet throughout the quarter and then at our next earnings call in February. Thank you, very much.

Thank you. And ladies and gentlemen, that does conclude our conference for today. Thank you for your participation. You may now disconnect.