10-K/A 1 a2012form10-ka.htm 10-K/A 2012 FORM 10-K/A


 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

FORM 10-K/A
Amendment No. 2


[X]
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
 
 
For the Fiscal Year ended December 31, 2012
 
 
 
or
 
 
[ ]
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
 
 
For the transition period from ___________________ to ___________________.

Commission file number: 000-50600
 

BLACKBAUD, INC.
(Exact name of registrant as specified in its charter)

 
 
Delaware
11-2617163
(State or other jurisdiction of
(I.R.S. Employer Identification No.)
incorporation or organization)
 

2000 Daniel Island Drive
Charleston, South Carolina 29492
(Address of principal executive offices, including zip code)

(843) 216-6200
(Registrant's telephone number, including area code)
 
 
Securities Registered Pursuant to Section 12(b) of the Act:
 
 
Title of Each Class
Name of Each Exchange on which Registered
Common Stock, $0.001 Par Value
The NASDAQ Stock Market LLC
(NASDAQ Global Select Market)
 
 
Securities Registered Pursuant to Section 12(g) of the Act: None
 
 
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
YES [ X ] NO [ ]

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
YES [ ] NO [X ]

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 [ X ] NO [ ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). YES [X] NO [ ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (Section 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definitions of “large accelerated filer,” “accelerate filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer  [X]          Accelerated filer [ ]          Non-accelerated filer  [ ] Smaller reporting company  [ ]

Indicate by check mark whether registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES [ ] NO [X]

The aggregate market value of the registrant's common stock held by non-affiliates of the registrant on June 30, 2012 (based on the closing sale price of $25.67 on that date), was approximately $870,484,845. Common stock held by each officer and director and by each person known to the registrant who owned 10% or more of the outstanding common stock have been excluded in that such persons may be deemed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination for other purposes.
The number of shares of the registrant’s Common Stock outstanding as of February 12, 2013 was 45,630,704.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant's definitive Proxy Statement for the 2013 Annual Meeting of Stockholders held on June 19, 2013 are incorporated by reference into Part III hereof.

1



Explanatory Note
This Amendment No. 2 on Form 10-K/A of Blackbaud, Inc. amends our Annual Report on Form 10-K for the year ended December 31, 2012, initially filed with the United States Securities Exchange Commission on February 27, 2013, as amended by Amendment No. 1 thereto filed on June 21, 2013 (“Amendment No. 1”). This Amendment No. 2 is being filed solely to supplement disclosure under “Item 9A. Controls and procedures” of Amendment No. 1. This filing also includes an amended “Item 15. Exhibits and financial statements schedules.” There have been no changes or updates to the financial statements included herein since the date of the original filing. The changes to Item 15 include an updated consent of our independent registered public accounting firm and updated certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 and 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. Except as set forth above, our original Annual Report on Form 10-K is not being amended or updated in any other manner.
Item 9A. Controls and procedures
Evaluation of disclosure controls and procedures
Disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e)) are designed only to provide reasonable assurance that they will meet their objectives. As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e)) pursuant to Exchange Act Rule 13a-15(b). Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures are effective to provide the reasonable assurance discussed above.
Changes in internal control over financial reporting
In connection with the acquisition of Convio, we performed certain due diligence procedures related to Convio’s financial reporting and disclosure controls. As part of the ongoing integration, we will continue to assess the overall control environment of this business. No change in internal control over financial reporting occurred during the most recent fiscal quarter with respect to our operations, which has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Management’s report on internal control over financial reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act). Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. GAAP. Our internal control over financial reporting includes those policies and procedures that: (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on the financial statements.
Our management conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2012, based on the framework in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, management concluded that our internal control over financial reporting was effective as of December 31, 2012.
Attestation Report of Registered Public Accounting Firm
The effectiveness of our internal control over financial reporting as of December 31, 2012, has been audited by our independent registered public accounting firm, as stated in their attestation report, which is included herein.


2



Item 15. Exhibits and financial statement schedules
(a) Financial statements
The following statements were filed as part of the Annual Report on Form 10-K amended by this report and located at the pages in the Form 10-K as indicated below. The financial statements included herein have not changed from the original filing on February 27, 2013. 
Schedules not listed above have been omitted because the information required to be set forth therein is not applicable or is shown in the financial statements thereto.
 (b) Exhibits
 
 
 
 
Filed In
Exhibit  Number

 
Description of Document
 
Registrant’s
Form
 
Dated
 
Exhibit
Number
 
Filed
Herewith
 
 
 
 
 
 
 
 
 
 
 
2.1

 
Agreement and Plan of Merger and Reincorporation dated April 6, 2004
 
S-1/A
 
4/6/2004
 
2.1

 
 
 
 
 
 
 
 
 
 
 
 
 
2.2

 
Stock Purchase Agreement dated January 16, 2007 by and among Target Software, Inc., Target Analysis Group, Inc., all of the stockholders of Target Software, Inc. and Target Analysis Group, Inc., Charles Longfield, as stockholder representative, and Blackbaud, Inc.
 
8-K
 
1/18/2007
 
2.2

 
 
 
 
 
 
 
 
 
 
 
 
 
2.3

 
Agreement and Plan of Merger dated as of May 29, 2008 by and among Blackbaud, Inc., Eucalyptus Acquisition Corporation and Kintera, Inc.
 
8-K
 
5/30/2008
 
2.3

 
 
2.4

 
Share Purchase Agreement dated as of April 29, 2009 between RLC Group B.V., as the Seller, and Blackbaud, Inc., as the Purchaser
 
10-Q
 
8/7/2009
 
10.42

 
 
 
 
 
 
 
 
 
 
 
 
 
2.5

*
Stock Purchase Agreement dated as of February 1, 2011 by and among Public Interest Data, Inc., all for the stockholders of Public Interest Data, Inc., Stephen W. Zautke, as stockholder representative and Blackbaud, Inc.
 
10-Q
 
5/10/2011
 
2.3

 
 
 
 
 
 
 
 
 
 
 
 
 
2.6

 
Agreement and Plan of Merger dated as of January 16, 2012 by and among Blackbaud, Inc., Caribou Acquisition Corporation and Convio, Inc.
 
8-K
 
1/17/2012
 
2.4

 
 
 
 
 
 
 
 
 
 
 
 
 
2.7

 
Stock Purchase Agreement dated as of October 6, 2011 by and among Everyday Hero Pty. Ltd., all of the stockholders of Everyday Hero Pty. Ltd., Nathan Betteridge as stockholder representative and Blackbaud Pacific Pty. Ltd.
 
10-K
 
2/29/2012
 
2.7

 
 
 
 
 
 
 
 
 
 
 
 
 
3.4

 
Amended and Restated Certificate of Incorporation of Blackbaud, Inc.
 
DEF 14A
 
4/30/2009
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
3.5

  
Amended and Restated Bylaws of Blackbaud, Inc.
 
8-K
 
3/22/2011
 
3.4

 
 
 
 
 
 
 
 
 
 
 
 
 


3



 
 
 
 
Filed In
Exhibit  Number

 
Description of Document
 
Registrant’s
Form
 
Dated
 
Exhibit
Number
 
Filed
Herewith
 
 
 
 
 
 
 
 
 
 
 
10.5

  
Trademark License and Promotional Agreement dated as of October 13, 1999 between Blackbaud, Inc. and Charleston Battery, Inc.
 
S-1
 
2/20/2004
 
10.5

 
 
 
 
 
 
 
 
 
 
 
 
 
10.6

  
Blackbaud, Inc. 1999 Stock Option Plan, as amended
 
S-1/A
 
4/6/2004
 
10.6

 
 
 
 
 
 
 
 
 
 
 
 
 
10.8

  
Blackbaud, Inc. 2001 Stock Option Plan, as amended
 
S-1/A
 
4/6/2004
 
10.8

 
 
 
 
 
 
 
 
 
 
 
 
 
10.20

  
Blackbaud, Inc. 2004 Stock Plan, as amended, together with Form of Notice of Stock Option Grant and Stock Option Agreement
 
8-K
 
6/20/2006
 
10.20

 
 
 
 
 
 
 
 
 
 
 
 
 
10.26

  
Form of Notice of Restricted Stock Grant and Restricted Stock Agreement under the Blackbaud, Inc. 2004 Stock Plan
 
10-K
 
2/28/2007
 
10.26

 
 
 
 
 
 
 
 
 
 
 
 
 
10.27

  
Form of Notice of Stock Appreciation Rights Grant and Stock Appreciation Rights Agreement under the Blackbaud, Inc. 2004 Stock Plan
 
10-K
 
2/28/2007
 
10.27

 
 
 
 
 
 
 
 
 
 
 
 
 
10.33

  
Blackbaud, Inc. 2008 Equity Incentive Plan
 
DEF 14A
 
4/29/2008
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
10.34

  
Form of Notice of Grant and Stock Option Agreement under Blackbaud, Inc. 2008 Equity Incentive Plan
 
S-8
 
8/4/2008
 
10.34

 
 
 
 
 
 
 
 
 
 
 
 
 
10.35

  
Form of Notice of Grant and Restricted Stock Agreement under Blackbaud, Inc. 2008 Equity Incentive Plan
 
S-8
 
8/4/2008
 
10.35

 
 
 
 
 
 
 
 
 
 
 
 
 
10.36

  
Form of Notice of Grant and Stock Appreciation Rights Agreement under Blackbaud, Inc. 2008 Equity Incentive Plan
 
S-8
 
8/4/2008
 
10.36

 
 
 
 
 
 
 
 
 
 
 
 
 
10.37

** 
Kintera, Inc. 2000 Stock Option Plan, as amended, and form of Stock Option Agreement thereunder
 
10-K/A
 
3/26/2008
 
10.2

 
 
 
 
 
 
 
 
 
 
 
 
 
10.38

** 
Kintera, Inc. Amended and Restated 2003 Equity Incentive Plan, as amended, and form of Stock Option Agreement thereunder
 
10-K/A
 
3/26/2008
 
10.3

 
 
 
 
 
 
 
 
 
 
 
 
 
10.39

  
Form of Retention Agreement
 
10-Q
 
11/10/2008
 
10.37

 
 
 
 
 
 
 
 
 
 
 
 
 
10.40

  
Triple Net Lease Agreement dated as of October 1, 2008 between Blackbaud, Inc. and Duck Pond Creek-SPE, LLC
 
8-K
 
12/11/2008
 
10.37

 
 
 
 
 
 
 
 
 
 
 
 
 
10.41

  
Blackbaud, Inc. 2009 Equity Compensation Plan for Employees from Acquired Companies
 
S-8
 
7/2/2009
 
10.41

 
 
 
 
 
 
 
 
 
 
 
 
 
10.43

  
Amended and Restated Employment and Noncompetition Agreement dated January 28, 2010 between Blackbaud, Inc. and Marc Chardon
 
8-K
 
2/1/2010
 
10.43

 
 
 
 
 
 
 
 
 
 
 
 
 
10.44

  
Credit Agreement dated as of June 17, 2011 by and among Blackbaud, Inc., as Borrower, the lenders referred to therein, and Wells Fargo Bank, National Association, as Administrative Agent, Swingline Lender and Issuing Lender, with Wells Fargo Securities, LLC, J.P. Morgan Securities LLC, and SunTrust Robinson Humphrey, Inc. as Joint Lead Arrangers and Joint Book Managers
 
8-K
 
6/23/2011
 
10.44

 
 
 
 
 
 
 
 
 
 
 
 
 
10.45

 
Guaranty Agreement dated as of June 17, 2011, by certain subsidiaries of Blackbaud, Inc., as Guarantors, in favor of Wells Fargo Bank, National Association, as Administrative Agent
 
8-K
 
6/23/2011
 
10.45

 
 



4



 
 
 
 
Filed In
Exhibit  Number

 
Description of Document
 
Registrant’s
Form
 
Dated
 
Exhibit
Number
 
Filed
Herewith
 
 
 
 
 
 
 
 
 
 
 
10.46

 
Pledge Agreement dated as of June 17, 2011 by Blackbaud, Inc. and certain subsidiaries of Blackbaud, Inc. in favor of Wells Fargo Bank, National Association, as Administrative Agent for the ratable benefit of itself and the lenders referred to therein
 
8-K
 
6/23/2011
 
10.46
 
 
 
 
 
 
 
 
 
 
 
 
 
10.47

 
Employment Agreement dated November 7, 2008 between Blackbaud, Inc. and Tim Williams
 
10-Q
 
11/8/2011
 
10.47
 
 
 
 
 
 
 
 
 
 
 
 
 
10.48

 
Employment Agreement dated November 7, 2008 between Blackbaud, Inc. and Louis Attanasi
 
10-Q
 
11/8/2011
 
10.48
 
 
 
 
 
 
 
 
 
 
 
 
 
10.49

 
Employment Agreement dated November 7, 2008 between Blackbaud, Inc. and Charlie Cumbaa
 
10-Q
 
11/8/2011
 
10.49
 
 
 
 
 
 
 
 
 
 
 
 
 
10.50

 
Employment Agreement dated June 25, 2008 between Blackbaud, Inc. and Kevin Mooney
 
10-Q
 
11/8/2011
 
10.50
 
 
 
 
 
 
 
 
 
 
 
 
 
10.51

 
Amendment No. 1 to the Amended and Restated Employment and Noncompetition Agreement dated December 13, 2011 between Blackbaud, Inc. and Marc Chardon
 
8-K
 
12/16/2011
 
10.51
 
 
 
 
 
 
 
 
 
 
 
 
 
10.52

 
Form of Tender and Support Agreement by and among Blackbaud, Inc. and certain stockholders of Convio, Inc.
 
8-K
 
1/17/2012
 
10.52
 
 
 
 
 
 
 
 
 
 
 
 
 
10.53

 
Amended and Restated Credit Agreement dated as of February 9, 2012 by and among Blackbaud, Inc., as Borrower, the lenders referred to therein, JPMorgan Chase Bank, N.A., as Administrative Agent, Swingline Lender and an Issuing Lender, SunTrust Bank, as Syndication Agent, and Bank of America, N.A. and Regions Bank, as Co-Documentation Agents, with J.P. Morgan Securities LLC and SunTrust Robinson Humphrey, Inc., as Joint Lead Arrangers and Joint Bookrunners
 
8-K
 
2/15/2012
 
10.53
 
 
 
 
 
 
 
 
 
 
 
 
 
10.54

 
Amended and Restated Pledge Agreement dated as of February 9, 2012 by Blackbaud, Inc. in favor of JPMorgan Chase Bank, N.A., as Administrative Agent for the ratable benefit of itself and the lenders referred to therein
 
8-K
 
2/15/2012
 
10.54
 
 
 
 
 
 
 
 
 
 
 
 
 
10.55

 
Employment Agreement dated November 14, 2011 between Blackbaud, Inc. and Anthony W. Boor
 
10-K
 
2/29/2012
 
10.55
 
 
 
 
 
 
 
 
 
 
 
 
 
10.56

 
Services Agreement dated November 11, 2011 between Blackbaud, Inc. and Timothy V. Williams
 
10-K
 
2/29/2012
 
10.56
 
 
 
 
 
 
 
 
 
 
 
 
 
10.57

 
Employment Agreement dated November 16, 2010 between Blackbaud, Inc. and Jana B. Eggers
 
10-K
 
2/29/2012
 
10.57
 
 
 
 
 
 
 
 
 
 
 
 
 
10.58

 
Guaranty Agreement dated as of May 4, 2012, by certain subsidiaries of Blackbaud, Inc., as Guarantors, in favor of JP Morgan Chase Bank, N.A., as Administrative Agent

 
8-K
 
5/7/2012
 
10.58
 
 
 
 
 
 
 
 
 
 
 
 
 
10.59

***
Convio, Inc. 2009 Amended and Restated Stock Incentive Plan, as amended, and forms of stock option agreements
 
S-1/A
 
3/19/2010
 
10.1
 
 
 
 
 
 
 
 
 
 
 
 
 
10.60

***
Convio, Inc. Form of Nonstatutory Stock Option Notice (Double Trigger)
 
8-K
 
2/28/2011
 
10.1
 
 
 
 
 
 
 
 
 
 
 
 
 
10.61

***
Convio, Inc. Form of Restricted Stock Unit Notice (Double Trigger) and Agreement
 
8-K
 
2/28/2011
 
10.2
 
 

5



 
 
 
 
Filed In
Exhibit  Number

 
Description of Document
 
Registrant’s
Form
 
Dated
 
Exhibit
Number
 
Filed
Herewith
 
 
 
 
 
 
 
 
 
 
 
10.62

***
Convio, Inc. 1999 Stock Option/Stock Issuance Plan, as amended, and forms of stock option agreements
 
S-1
 
1/22/2010
 
10.2
 
 
 
 
 
 
 
 
 
 
 
 
 
10.63

 
Blackbaud, Inc. 2008 Equity Incentive Plan, as amended
 
8-K
 
6/26/2012
 
10.59
 
 
 
 
 
 
 
 
 
 
 
 
 
10.64

 
Amendment to the Blackbaud, Inc. 2008 Equity Incentive Plan
 
8-K
 
6/26/2012
 
10.60
 
 
 
 
 
 
 
 
 
 
 
 
 
10.65

 
Form of Employment Agreement between Blackbaud, Inc. and each of Anthony W. Boor, Charles T. Cumbaa, Jana B. Eggers, Kevin W. Mooney and Joseph D. Moye
 
10-K
 
2/27/2013
 
10.65
 
 
 
 
 
 
 
 
 
 
 
 
 
21.1

 
Subsidiaries of Blackbaud, Inc
 
10-K
 
2/27/2013
 
21.1
 
 
 
 
 
 
 
 
 
 
 
 
 
23.1

 
Consent of Independent Registered Public Accounting Firm
 
 
 
 
 
 
 
X
 
 
 
 
 
 
 
 
 
 
 
31.1

  
Certification by the Chief Executive Officer and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
 
 
 
 
 
 
 
X
 
 
 
 
 
 
 
 
 
 
 
32.1

  
Certification by the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
 
 
 
 
 
 
 
X
 
 
 
 
 
 
 
 
 
 
101.INS

**** 
XBRL Instance Document
 
 
 
 
 
 
 
X
 
 
 
 
 
 
 
 
 
 
 
101.SCH

**** 
XBRL Taxonomy Extension Schema Document
 
 
 
 
 
 
 
X
 
 
 
 
 
 
 
 
 
 
 
101.CAL

**** 
XBRL Taxonomy Extension Calculation Linkbase Document
 
 
 
 
 
 
 
X
 
 
 
 
 
 
 
 
 
 
 
101.DEF

**** 
XBRL Taxonomy Extension Definition Linkbase Document
 
 
 
 
 
 
 
X
 
 
 
 
 
 
 
 
 
 
 
101.LAB

**** 
XBRL Taxonomy Extension Label Linkbase Document
 
 
 
 
 
 
 
X
 
 
 
 
 
 
 
 
 
 
 
101.PRE

**** 
XBRL Taxonomy Extension Presentation Linkbase Document
 
 
 
 
 
 
 
X
*
The registrant has applied for an extension of the confidential treatment it was previously granted with respect to portions of this exhibit. Those portions have been omitted from the exhibit and filed separately with the U.S. Securities and Exchange Commission.
**
The Kintera, Inc. 2000 Stock Option Plan, as amended, and form of Stock Option Agreement thereunder (“Kintera 2000 Plan Documents”) and the Kintera, Inc. Amended and Restated 2003 Equity Incentive Plan, as amended, and form of Stock Option Agreement thereunder (“Kintera 2003 Plan Documents”) were filed by Kintera in its Form 10-K/A on March 26, 2008 as Exhibits 10.2 and 10.3, respectively. We assumed the Kintera 2000 Plan Documents and Kintera 2003 Plan Documents when we acquired Kintera in July 2008. We filed the Kintera 2000 Plan Documents and Kintera 2003 Plan Documents by incorporation by reference as exhibits 10.37 and 10.38, respectively, in our Form S-8 on August 4, 2008.
***
The Convio, Inc. 2009 Amended and Restated Stock Incentive Plan, as amended, and forms of stock option agreements thereunder (“Convio 2009 Original Plan Documents”) and the Convio, Inc. 1999 Stock Option/Stock Issuance Plan, as amended, and forms of stock option agreements thereunder (“Convio 1999 Plan Documents”) were filed by Convio in its Forms S-1/A and S-1, filed March 19, 2010 and January 22, 2010 as exhibits 10.1 and 10.2, respectively. The Convio, Inc. Form of Nonstatutory Stock Option Notice (Double Trigger) and Convio, Inc. Form of Restricted Stock Unit Notice (Double Trigger) and Agreement were filed by Convio in its Form 8-K on February 28, 2011 as exhibits 10.1 and 10.2 (together with the Convio 2009 Original Plan Documents, the “Convio 2009 Plan Documents”). We assumed the Convio 2009 Plan Documents and Convio 1999 Plan Documents when we acquired Convio in May 2012. We filed the Convio 2009 Plan Documents and Convio 1999 Plan Documents by incorporation by reference as exhibits 10.59, 10.60, 10.61 and 10.62 in our Form S-8 on May 7, 2012.

6



****
Pursuant to Rule 406T of Regulation S-T, the XBRL related information in Exhibit 101 to this Annual Report on Form 10-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to liability of that Section, and shall not be part of any registration statement or other document filed under the Securities Act of the Exchange Act, except as shall be expressly set forth by specific reference in such filing.




7



SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Form 10-K/A to be signed on its behalf by the undersigned, thereunto duly authorized.
 
 
 
 
 
 
BLACKBAUD, INC
 
 
 
Signed:
October 8, 2013
/S/    ANTHONY W. BOOR        
 
 
          Interim President and Chief Executive Officer
 
 
          Senior Vice President and Chief Financial Officer




8



BLACKBAUD, INC.
Index to consolidated financial statements
 


F-1




REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of Blackbaud, Inc.
In our opinion, the accompanying consolidated balance sheets and the related consolidated statements of comprehensive income, of cash flows and of stockholders' equity present fairly, in all material respects, the financial position of Blackbaud, Inc. and its subsidiaries at December 31, 2012 and 2011, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2012 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2012, based on criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Company's management is responsible for these financial statements, for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in Management's Report on Internal Control over Financial Reporting. Our responsibility is to express opinions on these financial statements and on the Company's internal control over financial reporting based on our integrated audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.
A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/S/ PRICEWATERHOUSECOOPERS LLP
Charlotte, North Carolina
February 27, 2013



F-2


Blackbaud, Inc.
Consolidated balance sheets

(in thousands, except share amounts)
December 31, 2012

 
December 31, 2011

Assets
 
 
 
Current assets:
 
 
 
Cash and cash equivalents
$
13,491

 
$
52,520

Donor restricted cash
68,177

 
40,205

Accounts receivable, net of allowance of $8,546 and $3,913 at December 31, 2012 and 2011, respectively
75,692

 
62,656

Prepaid expenses and other current assets
40,589

 
31,016

Deferred tax asset, current portion
15,799

 
1,551

Total current assets
213,748

 
187,948

Property and equipment, net
49,063

 
34,397

Deferred tax asset

 
29,376

Goodwill
265,055

 
90,122

Intangible assets, net
168,037

 
44,660

Other assets
9,844

 
6,087

Total assets
$
705,747

 
$
392,590

Liabilities and stockholders’ equity
 
 
 
Current liabilities:
 
 
 
Trade accounts payable
$
13,623

 
$
13,464

Accrued expenses and other current liabilities
45,996

 
32,707

Donations payable
68,177

 
40,205

Debt, current portion
10,000

 

Deferred revenue, current portion
173,899

 
153,665

Total current liabilities
311,695

 
240,041

Debt, net of current portion
205,500

 

Deferred tax liability
24,468

 

Deferred revenue, net of current portion
11,119

 
9,772

Other liabilities
5,281

 
2,775

Total liabilities
558,063

 
252,588

Commitments and contingencies (see Note 11)

 

Stockholders’ equity:
 
 
 
Preferred stock; 20,000,000 shares authorized, none outstanding

 

Common stock, $0.001 par value; 180,000,000 shares authorized, 54,859,604 and 53,959,532 shares issued at December 31, 2012 and 2011, respectively
55

 
54

Additional paid-in capital
203,638

 
175,401

Treasury stock, at cost; 9,209,371 and 9,019,824 shares at December 31, 2012 and 2011, respectively
(170,898
)
 
(166,226
)
Accumulated other comprehensive loss
(1,973
)
 
(1,148
)
Retained earnings
116,862

 
131,921

Total stockholders’ equity
147,684

 
140,002

Total liabilities and stockholders’ equity
$
705,747

 
$
392,590







The accompanying notes are an integral part of these consolidated financial statements.

F-3


Blackbaud, Inc.
Consolidated statements of comprehensive income



(in thousands, except share and per share amounts)
Year ended December 31,
 
2012

 
2011

 
2010

Revenue
 
 
 
 
 
License fees
$
20,551

 
$
19,475

 
$
23,719

Subscriptions
162,102

 
103,544

 
83,912

Services
119,626

 
108,781

 
87,663

Maintenance
136,101

 
130,604

 
124,559

Other revenue
9,039

 
8,464

 
6,712

Total revenue
447,419

 
370,868

 
326,565

Cost of revenue
 
 
 
 
 
Cost of license fees
2,993

 
3,345

 
3,003

Cost of subscriptions
68,773

 
42,536

 
31,155

Cost of services
97,208

 
79,086

 
66,755

Cost of maintenance
26,001

 
25,178

 
24,123

Cost of other revenue
7,485

 
7,049

 
7,103

Total cost of revenue
202,460

 
157,194

 
132,139

Gross profit
244,959

 
213,674

 
194,426

Operating expenses
 
 
 
 
 
Sales and marketing
95,218

 
75,361

 
69,469

Research and development
64,692

 
47,672

 
45,499

General and administrative
63,308

 
36,933

 
32,636

Impairment of cost method investment
200

 
1,800

 

Amortization
2,106

 
980

 
798

Total operating expenses
225,524

 
162,746

 
148,402

Income from operations
19,435

 
50,928

 
46,024

Interest income
146

 
183

 
84

Interest expense
(5,864
)
 
(200
)
 
(74
)
Other income (expense), net
(392
)
 
346

 
(98
)
Income before provision for income taxes
13,325

 
51,257

 
45,936

Income tax provision
6,742

 
18,037

 
16,749

Net income
$
6,583

 
$
33,220

 
$
29,187

Earnings per share
 
 
 
 
 
Basic
$
0.15

 
$
0.76

 
$
0.68

Diluted
$
0.15

 
$
0.75

 
$
0.67

Common shares and equivalents outstanding
 
 
 
 
 
Basic weighted average shares
44,145,535

 
43,522,563

 
43,145,189

Diluted weighted average shares
44,691,845

 
44,149,054

 
43,876,155

Dividends per share
$
0.48

 
$
0.48

 
$
0.44

 
 
 
 
 
 
Other comprehensive loss
 
 
 
 
 
Foreign currency translation adjustment
(34
)
 
(336
)
 
(506
)
Unrealized loss on derivative instruments, net of tax
(791
)
 

 

Total other comprehensive loss
(825
)
 
(336
)
 
(506
)
Comprehensive income
$
5,758

 
$
32,884

 
$
28,681




The accompanying notes are an integral part of these consolidated financial statements.


F-4


Blackbaud, Inc.
Consolidated statements of cash flows


 
Year ended December 31,
 
(in thousands)
2012

 
2011

 
2010

Cash flows from operating activities
 
 
 
 
 
Net income
$
6,583

 
$
33,220

 
$
29,187

Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
 
 
Depreciation and amortization
31,879

 
16,995

 
16,189

Provision for doubtful accounts and sales returns
9,591

 
5,646

 
2,773

Stock-based compensation expense
19,240

 
14,884

 
13,059

Excess tax benefits from stock-based compensation
(81
)
 
(932
)
 
(2,665
)
Deferred taxes
7,585

 
13,533

 
11,313

Impairment of cost method investment
200

 
1,800

 

Gain on sale of assets

 
(549
)
 

Other non-cash adjustments
747

 
(878
)
 
(22
)
Changes in operating assets and liabilities, net of acquisition of businesses:
 
 
 
 
 
Accounts receivable
(9,397
)
 
(8,692
)
 
(12,778
)
Prepaid expenses and other assets
(8,817
)
 
(2,915
)
 
(10,109
)
Trade accounts payable
(1,363
)
 
1,714

 
228

Accrued expenses and other liabilities
(388
)
 
(1,056
)
 
(4,248
)
Donor restricted cash
(27,990
)
 
(22,862
)
 
(3,446
)
Donations payable
27,990

 
22,862

 
3,446

Deferred revenue
12,912

 
12,757

 
13,121

Net cash provided by operating activities
68,691

 
85,527

 
56,048

Cash flows from investing activities
 
 
 
 
 
Purchase of property and equipment
(20,557
)
 
(18,215
)
 
(10,760
)
Purchase of net assets of acquired companies, net of cash acquired
(280,687
)
 
(23,385
)
 
(5,334
)
Purchase of investment

 

 
(2,000
)
Capitalized software development costs
(1,245
)
 
(1,012
)
 
(175
)
Purchase of intangible assets

 

 
(130
)
Proceeds from sale of assets

 
874

 

Net cash used in investing activities
(302,489
)
 
(41,738
)
 
(18,399
)
Cash flows from financing activities
 
 
 
 
 
Proceeds from issuance of debt
315,000

 

 
4,000

Payments on debt
(99,500
)
 

 
(5,175
)
Payments of deferred financing costs
(2,440
)
 
(767
)
 

Proceeds from exercise of stock options
3,146

 
2,041

 
8,065

Excess tax benefits from stock-based compensation
81

 
932

 
2,665

Purchase of treasury stock

 

 
(22,613
)
Dividend payments to stockholders
(21,731
)
 
(21,429
)
 
(19,490
)
Payments on capital lease obligations

 
(40
)
 
(164
)
Net cash provided by (used in) financing activities
194,556

 
(19,263
)
 
(32,712
)
Effect of exchange rate on cash and cash equivalents
213

 
(10
)
 
298

Net increase (decrease) in cash and cash equivalents
(39,029
)
 
24,516

 
5,235

Cash and cash equivalents, beginning of year
52,520

 
28,004

 
22,769

Cash and cash equivalents, end of year
$
13,491

 
$
52,520

 
$
28,004

 
 
 
 
 
 
Supplemental disclosure of cash flow information
 
 
 
 
 
Cash paid during the year for:
 
 
 
 
 
Interest
$
(5,098
)
 
$
2

 
$
87

Taxes, net of refunds
$
(3,456
)
 
$
(4,601
)
 
$
9,527

Purchase of equipment included in accounts payable
$
4,641

 
$
4,760

 
$
2,630

The accompanying notes are an integral part of these consolidated financial statements.

F-5


Blackbaud, Inc.
Consolidated statements of stockholders' equity


(in thousands, except share amounts)
Common stock
 
 
Additional
paid-in
capital

 
Treasury
stock

 
Accumulated
other
comprehensive
loss

 
Retained
earnings

 
Total stockholders' equity

Shares

 
Amount

 
Balance at December 31, 2009
52,214,606

 
$
52

 
$
134,643

 
$
(134,382
)
 
$
(306
)
 
$
110,286

 
$
110,293

Net income

 

 

 

 

 
29,187

 
29,187

Payment of dividends

 

 

 

 

 
(19,490
)
 
(19,490
)
Purchase of 1,007,082 treasury shares under stock repurchase program

 

 

 
(22,613
)
 

 

 
(22,613
)
Exercise of stock options and stock appreciation rights
729,295

 
1

 
8,064

 

 

 

 
8,065

Surrender of 158,459 shares upon restricted stock vesting and exercise of stock appreciation rights

 

 

 
(4,191
)
 

 

 
(4,191
)
Tax impact of exercise of equity-based compensation

 

 
2,665

 

 

 

 
2,665

Stock-based compensation

 

 
13,000

 

 

 
59

 
13,059

Restricted stock grants
460,659

 

 

 

 

 

 

Restricted stock cancellations
(88,280
)
 

 
 
 

 

 

 

Comprehensive income

 

 

 

 
(506
)
 

 
(506
)
Balance at December 31, 2010
53,316,280

 
$
53

 
$
158,372

 
$
(161,186
)
 
$
(812
)
 
$
120,042

 
$
116,469

Net income

 

 

 

 

 
33,220

 
33,220

Payment of dividends

 

 

 

 

 
(21,429
)
 
(21,429
)
Exercise of stock options, stock appreciation rights and restricted stock units
262,428

 
1

 
2,040

 

 

 

 
2,041

Surrender of 176,942 shares upon restricted stock vesting and exercise of stock appreciation rights

 

 

 
(5,040
)
 

 

 
(5,040
)
Tax impact of exercise of equity-based compensation

 

 
193

 

 

 

 
193

Stock-based compensation

 

 
14,796

 

 

 
88

 
14,884

Restricted stock grants
502,426

 

 

 

 

 

 

Restricted stock cancellations
(121,602
)
 

 

 

 

 

 

Other comprehensive loss

 

 

 

 
(336
)
 

 
(336
)
Balance at December 31, 2011
53,959,532

 
$
54

 
$
175,401

 
$
(166,226
)
 
$
(1,148
)
 
$
131,921

 
$
140,002

Net income

 

 

 

 

 
6,583

 
6,583

Payment of dividends

 

 

 

 

 
(21,731
)
 
(21,731
)
Exercise of stock options, stock appreciation rights and restricted stock units
355,180

 

 
3,146

 

 

 

 
3,146

Surrender of 189,547 shares upon restricted stock vesting and exercise of stock appreciation rights

 

 

 
(4,672
)
 

 

 
(4,672
)
Tax impact of exercise of equity-based compensation

 

 
81

 

 

 

 
81

Stock-based compensation

 

 
19,151

 

 

 
89

 
19,240

Equity-based awards assumed in business combination

 

 
5,859

 

 

 
.
 
5,859

Restricted stock grants
687,652

 
1

 

 

 

 

 
1

Restricted stock cancellations
(142,760
)
 

 

 

 

 

 

Other comprehensive loss

 

 

 

 
(825
)
 

 
(825
)
Balance at December 31, 2012
54,859,604

 
$
55

 
$
203,638

 
$
(170,898
)
 
$
(1,973
)
 
$
116,862

 
$
147,684

The accompanying notes are an integral part of these consolidated financial statements.

F-6


Blackbaud, Inc.
Notes to consolidated financial statements


1. Organization
We provide on-premise and cloud-based software solutions and related services designed specifically for nonprofit organizations. Our products and services enable nonprofit organizations to increase donations, reduce fundraising costs, improve communications with constituents, manage their finances and optimize internal operations. As of December 31, 2012, we had more than 27,000 active customers distributed across multiple verticals within the nonprofit market including education, foundations, health and human services, religion, arts and cultural, public and societal benefits, environment and animal welfare as well as international foreign affairs.
2. Summary of significant accounting policies
Basis of presentation
The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (U.S. GAAP).
Basis of consolidation
The consolidated financial statements include the accounts of the Blackbaud, Inc. and its wholly-owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation.
Use of estimates
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, as well as the reported amounts of revenues and expenses during the reporting periods. Areas of the financial statements where estimates may have the most significant effect include revenue recognition, the allowance for sales returns and doubtful accounts, deferred sales commissions and professional services costs, valuation of derivative instruments, long-lived and intangible assets and goodwill, stock-based compensation and the provision for income taxes. Changes in the facts or circumstances underlying these estimates could result in material changes and actual results could materially differ from these estimates.
Revenue recognition
Our revenue is primarily generated from the following sources: (i) charging for the use of our software products in a hosted environment; (ii) selling perpetual licenses of our software products; (iii) providing professional services including implementation, training, consulting, analytic, hosting and other services; and (iv) providing software maintenance and support services.
We recognize revenue from the sale of perpetual software license rights when all of the following conditions are met:
Persuasive evidence of an arrangement exists;
The product or service has been delivered;
The fee is fixed or determinable; and
Collection of the resulting receivable is probable.
Determining whether and when these criteria have been met can require significant judgment and estimates. We deem acceptance of an agreement to be evidence of an arrangement. Delivery occurs when the product is shipped or transmitted, and title and risk of loss have transferred to the customers. Our typical agreements do not include customer acceptance provisions; however, if acceptance provisions are provided, delivery is deemed to occur upon acceptance. We consider the fee to be fixed or determinable unless the fee is subject to refund or adjustment or is not payable within our standard payment terms. Payment terms greater than 90 days are considered to be beyond our customary payment terms. Collection is deemed probable if we expect that the customer will be able to pay amounts under the arrangement as they become due. If we determine that collection is not probable, we defer revenue recognition until collection. Revenue is recognized net of sales returns and allowances.

F-7


Blackbaud, Inc.
Notes to consolidated financial statements (continued)

Subscriptions
We provide hosting services to customers who have purchased perpetual rights to certain of our software products (hosting services). Revenue from hosting services, as well as data enrichment services, data management services and online training programs is recognized ratably beginning on the activation date over the term of the agreement, which generally ranges from one to three years. Any related set-up fees are recognized ratably over the estimated period that the customer benefits from the related hosting service.
We make certain of our software products available for use in hosted application arrangements without licensing perpetual rights to the software (hosted applications). Revenue from hosted applications is recognized ratably beginning on the activation date over the term of the agreement, which generally ranges from one to three years. Any revenue related to upfront activation, set-up or implementation fees is recognized ratably over the estimated period that the customer benefits from the related hosted application. Direct and incremental costs relating to activation, set-up and implementation for hosted applications are capitalized until the hosted application is deployed and in use, and then expensed over the estimated period that the customer benefits from the related hosted application.
For arrangements that have multiple elements and do not include software licenses, we allocate arrangement consideration at the inception of the arrangement to those elements that qualify as separate units of accounting. The arrangement consideration is allocated to the separate units of accounting based on relative selling price method in accordance with the selling price hierarchy, which includes: (i) vendor specific objective evidence (VSOE) if available; (ii) third-party evidence (TPE) if VSOE is not available; and (iii) best estimate of selling price if neither VSOE nor TPE is available. In general, we use VSOE to allocate the selling price to subscription and service deliverables.
Revenue from transaction processing fees is recognized when the service is provided and the amounts are determinable. Credit card fees directly associated with processing donations for customers are included in subscriptions revenue, net of related transaction costs.
License fees
We sell software licenses with maintenance, varying levels of professional services and, in certain instances, with hosting services. We allocate revenue to each of the elements in these arrangements using the residual method under which we first allocate revenue to the undelivered elements, typically the non-software license components, based on objective evidence of the fair value of the various elements. We determine the fair value of the various elements using different methods. Fair value for maintenance services associated with software licenses is based upon renewal rates stated in the agreements with customers, which vary according to the level of support service provided under the maintenance program. Fair value of professional services and other products and services is based on sales of these products and services to other customers when sold on a stand-alone basis. Any remaining revenue is allocated to the delivered elements which is normally the software license in the arrangement.
When a software license is sold with software customization services, generally the services are to provide customer support for assistance in creating special reports and other enhancements that will assist with efforts to improve operational efficiency and/or to support business process improvements. These services are not essential to the functionality of the software. However, when software customization services are considered essential to the functionality of the software, we recognize revenue for both the software license and the services using the percentage-of-completion method.
Services
We generally bill consulting, installation and implementation services based on hourly rates plus reimbursable travel-related expenses. Revenue is recognized for these services over the period the services are performed.
We recognize analytic services revenue from donor prospect research engagements, the sale of lists of potential donors, benchmarking studies and data modeling service engagements upon delivery. In arrangements where we provide customers the right to updates to the lists during the contract period, revenue is recognized ratably over the contract period.
We sell training at a fixed rate for each specific class at a per attendee price or at a packaged price for several attendees, and recognize the related revenue upon the customer attending and completing training. Additionally, we sell fixed-rate programs, which permit customers to attend unlimited training over a specified contract period, typically one year, subject to certain restrictions, and revenue is recognized ratably over this contract period.

F-8


Blackbaud, Inc.
Notes to consolidated financial statements (continued)

Maintenance
We recognize revenue from maintenance services ratably over the contract term, typically one year. Maintenance contracts are at rates that vary according to the level of the maintenance program and are generally renewable annually. Maintenance contracts also include the right to unspecified product upgrades on an if-and-when available basis. Certain support services are sold in prepaid units of time and recognized as revenue upon their usage.
Deferred revenue
To the extent that our customers are billed for the above described services in advance of delivery, we record such amounts in deferred revenue.
Fair value measurements
We measure certain financial assets and liabilities at fair value on a recurring basis, including derivative instruments. Fair value is defined as the exchange price that would be received upon purchase of an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the measurement date. We use a three-tier fair value hierarchy to measure fair value. This hierarchy prioritizes the inputs into three broad levels as follows:
Level 1 - Quoted prices for identical assets or liabilities in active markets;
Level 2 - Quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets in markets that are not active, and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets; and
Level 3 - Valuations derived from valuation techniques in which one or more significant inputs are unobservable.
Our financial assets and liabilities are classified in their entirety within the hierarchy based on the lowest level of input that is significant to fair value measurement. Changes to a financial assets' or liabilities' level within the fair value hierarchy are determined as of the end of a reporting period.
Derivative instruments
We use derivative instruments to manage interest rate risk. We view derivative instruments as risk management tools and do not use them for trading or speculative purposes. Our policy requires that derivatives used for hedging purposes be designated and effective as a hedge of the identified risk exposure at the inception of the contract. Accordingly, changes in fair value of the derivative contract must be highly correlated with changes in the fair value of the underlying hedged item at inception of the hedge and over the life of the hedge contract.
We record all derivative instruments on our consolidated balance sheets at fair value. If the derivative is designated as a fair value hedge, the changes in the fair value of the derivative and of the hedged item attributable to the hedged risk are recognized currently in earnings. If the derivative is designated as a cash flow hedge, the effective portions of the changes in fair value of the derivative are recorded in other comprehensive income and reclassified to earnings in a manner that matches the timing of the earnings impact of the hedged transactions. Ineffective portions of the changes in the fair value of cash flow hedges are recognized currently in earnings.

Reimbursable travel expense
We expense reimbursable travel costs as incurred and include them in cost of other revenue. The reimbursement of these costs by our customers is included in other revenue.
Sales taxes
We present sales taxes and other taxes collected from customers and remitted to governmental authorities on a net basis and, as such, exclude them from revenues.

F-9


Blackbaud, Inc.
Notes to consolidated financial statements (continued)

Shipping and handling
We expense shipping and handling costs as incurred and include them in cost of other revenue. The reimbursement of these costs by our customers is included in other revenue.
Cash and cash equivalents
We consider all highly liquid investments purchased with a maturity of three months or less to be cash equivalents.
Donor restricted cash and donations payable
Restricted cash consists of donations collected by us and payable to our customers, net of the associated transaction fees earned. Monies associated with donations payable are segregated in a separate bank account and used exclusively for the payment of donations payable. This usage restriction is either legally or internally imposed and reflects our intention with regard to such deposits.
Concentration of Credit Risk
Financial instruments that potentially subject us to concentrations of credit risk consist of cash and cash equivalents, donor restricted cash and accounts receivable. Our cash and cash equivalents and donor restricted cash are placed with high credit-quality financial institutions. Our accounts receivable are derived from sales to customers who primarily operate in the nonprofit sector. With respect to accounts receivable, we perform ongoing evaluations of our customers and maintain an allowance for doubtful accounts based on historical experience and our expectations of future losses. As of and for the years ended December 31, 2012, 2011 and 2010, there were no significant concentrations with respect to our consolidated revenues or accounts receivable.
Property and equipment
We record property and equipment at cost and depreciate them over their estimated useful lives using the straight-line method. Property and equipment subject to capital leases are depreciated over the lesser of the term of the lease or the estimated useful life of the asset. Upon retirement or sale, the cost of assets disposed of and the related accumulated depreciation are removed from the accounts and any resulting gain or loss is credited or charged to income. Repair and maintenance costs are expensed as incurred.
Construction-in-progress represents purchases of computer software and hardware associated with new internal system implementation projects which had not been placed in service at the respective balance sheet dates. We transferred these assets to the applicable property category on the date they are placed in service. There was no capitalized interest applicable to construction-in-progress for the years ended December 31, 2012 and 2011.
Goodwill
Goodwill represents the purchase price in excess of the net amount assigned to assets acquired and liabilities assumed by us in a business combination. Goodwill is allocated to reporting units and tested annually for impairment. Our reporting units are our four reportable segments and our payment processing operations. We will also test goodwill for impairment between annual impairment tests if indicators of potential impairment exist. We first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. To the extent the qualitative factors indicate that there is more than 50% likelihood that the fair value is less than the carrying amount, we compare the fair value of the reporting unit with its carrying amount. If the carrying amount exceeds its fair value, impairment is indicated. The 2012 annual impairment test indicated the estimated fair value of the reporting units significantly exceeded the carrying value. There was no impairment of goodwill during 2012, 2011 or 2010.

F-10


Blackbaud, Inc.
Notes to consolidated financial statements (continued)

Intangible assets
We amortize finite-lived intangible assets over their estimated useful lives as follows.
 
 
Basis of amortization
 
Amortization
period
(in years)

Customer relationships
 
Straight-line and accelerated (1)
 
4-15

Marketing assets
 
Straight-line
 
1-8

Acquired software and technology
 
Straight-line
 
1-10

Non-compete agreements
 
Straight-line
 
1-5

Database
 
Straight-line
 
8

(1)
Certain of the customer relationships are amortized on an accelerated basis.
Indefinite-lived intangible assets consist of tradenames. We evaluate the potential for impairment of finite and indefinite-lived intangible assets periodically and take into account events or circumstances that indicate revised estimates of useful lives or that the carrying amount may not be recoverable. If the carrying amount is no longer recoverable based upon the undiscounted cash flows of the asset, the amount of impairment is the difference between the carrying amount and the fair value of the asset. Substantially all of our intangible assets were acquired in business combinations. There was no impairment of intangible assets during 2012, 2011 or 2010.
Cost method investments
Cost method investments included in other assets consist of investments in privately held companies where we do not have the ability to exercise significant influence or have control over the investee. We record these investments at cost and periodically test them for other-than-temporary impairment. During the years ended December 31, 2012 and 2011, we determined that our cost method investment had other-than-temporary impairment based on the projected liquidity of the investment. We used the income approach to determine the fair value of the investment in determining the impairment. An impairment loss of $0.2 million and $1.8 million was recorded in income from operations for the years ended December 31, 2012 and 2011, respectively. The aggregate carrying amount of our cost method investment at December 31, 2011 was $0.2 million. There were no remaining cost method investments at December 31, 2012.
Deferred financing costs
Deferred financing costs included in other assets represent the direct costs of entering into both our revolving credit facility in June 2011 and our amended and restated credit facility in February 2012. These costs are amortized as interest expense using the effective interest method. The deferred financing fees are being amortized over the term of the credit facility.
Stock-based compensation
Stock-based compensation cost is measured at the grant date based on the fair value of the award and is recognized as expense over the requisite service period, which is generally the vesting period. Stock-based compensation cost arising from stock option grants and awards with performance or market conditions are recognized using the accelerated method. Costs arising from restricted stock and stock appreciation right grants are recognized on a straight-line basis.
Income taxes
We make estimates and judgments in accounting for income taxes. The calculation of income tax provision requires estimates due to transactions, credits and calculations where the ultimate tax determination is uncertain. Uncertainties arise as a consequence of the actual source of taxable income between domestic and foreign locations, the outcome of tax audits and the ultimate utilization of tax credits. To the extent actual results differ from estimated amounts recorded, such differences will impact the income tax provision in the period in which the determination is made.
We make estimates in determining tax assets and liabilities, which arise from differences in the timing of recognition of revenue and expense for tax and financial statement purposes. We record valuation allowances to reduce our deferred tax assets to the amount expected to be realized. In assessing the adequacy of a recorded valuation allowance significant judgment is required. We consider all positive and negative evidence and a variety of factors including the scheduled reversal of deferred tax liabilities, historical and projected future taxable income, and prudent and feasible tax planning strategies. If we determine there

F-11


Blackbaud, Inc.
Notes to consolidated financial statements (continued)

is less than a 50% likelihood that we will be able to use a deferred tax asset in the future in excess of its net carrying value, then an adjustment to the deferred tax asset valuation allowance is made to reduce income tax expense, thereby increasing net income in the period such determination was made.
We measure and recognize uncertain tax positions. To recognize such positions we must first determine if it is more likely than not that the position will be sustained on audit. We must then measure the benefit as the largest amount that is more than 50% likely of being realized upon ultimate settlement. Significant judgment is required in the identification and measurement of uncertain tax positions.
Foreign currency
Net assets recorded in a foreign currency are translated at the exchange rate on the balance sheet date. Revenue and expense items are translated at the average exchange rate for the year. The resulting translation adjustments are recorded in accumulated other comprehensive income.
Gains and losses resulting from foreign currency transactions denominated in currency other than the functional currency are recorded at the approximate rate of exchange at the transaction date in other expense, net. For the year ended December 31, 2012, we recorded net foreign currency loss of $0.4 million. For the years ended December 31, 2011 and 2010, we recorded net foreign currency gain of $0.3 million and $0.1 million, respectively.
Research and development
Research and development costs are expensed as incurred. These costs include salaries and related human resource costs, third-party contractor expenses, software development tools, an allocation of facilities and depreciation expenses and other expenses in developing new products and upgrading and enhancing existing products.
Software development costs
The costs incurred in the preliminary stages of internal use software development are expensed as incurred. Once an application has reached the development stage, internal and external costs, if direct and incremental, are capitalized until the software is substantially complete and ready for its intended use. Capitalization ceases upon completion of all substantial testing. We also capitalize costs related to specific upgrades and enhancements when it is probable the expenditures will result in additional functionality. Capitalized costs are recorded as part of computer software costs. Internal use software is amortized on a straight line basis over its estimated useful life, generally three years.
Costs for the development of software to be sold are expensed as incurred until technological feasibility has been established, at which time such costs are capitalized until the product is available for general release to customers. Capitalized software development costs include direct labor costs and fringe benefit costs attributed to programmers, software engineers and quality control teams working on products after they reach technological feasibility but before they are generally available to customers for sale. Capitalized software development costs are typically amortized over the estimated product life of generally three years, on a straight-line basis.
Management evaluates the useful lives of these assets on an annual basis and tests for impairment whenever events or changes in circumstances occur that could impact the recoverability of these assets. There were no impairments during the years ended December 31, 2012, 2011 or 2010. At December 31, 2012 and 2011, software development costs, net of accumulated amortization, were $2.0 million and $1.1 million, respectively, and are included in other assets on the consolidated balance sheet. Amortization expense related to software development costs was $0.4 million, $0.1 million, $0.1 million for the years ended December 31, 2012, 2011 and 2010, respectively, and is included in both cost of license fees and cost of subscriptions.
Sales returns and allowance for doubtful accounts
We provide customers a 30-day right of return and under certain circumstances provide service related credits to our customers. We maintain a reserve for returns and credits which is estimated based on several factors including historical experience, known credits yet to be issued, the aging of customer accounts and the nature of service level commitments. Provisions for sales returns and credits are charged against the related revenue items.
In addition, we record an allowance for doubtful accounts that reflects estimates of probable credit losses. This assessment is based on several factors including aging of customer accounts, known customer specific risks, historical experience and

F-12


Blackbaud, Inc.
Notes to consolidated financial statements (continued)

existing economic conditions. Accounts are charged against the allowance after all means of collection are exhausted and recovery is considered remote. Provisions for doubtful accounts are recorded in general and administrative expense.
Below is a summary of the changes in our allowance for doubtful accounts.
 
Years ended December 31,
(in thousands)
 
Balance at
beginning of
year

 
Provision/
adjustment

 
Write-off

 
Balance at
end of
year

2012
 
$
261

 
$
976

 
$
(421
)
 
$
816

2011
 
424

 
27

 
(190
)
 
261

2010
 
760

 
(227
)
 
(109
)
 
424

Below is a summary of the changes in our allowance for sales returns.
 
Years ended December 31,
(in thousands)
 
Balance at
beginning of
year

 
Provision/
adjustment

 
Write-off

 
Balance at
end of
year

2012
 
$
3,652

 
$
8,914

 
$
(4,836
)
 
$
7,730

2011
 
2,263

 
5,619

 
(4,230
)
 
3,652

2010
 
2,799

 
3,000

 
(3,536
)
 
2,263

Sales commissions
We pay sales commissions at the time contracts with customers are signed or shortly thereafter, depending on the size and duration of the sales contract. To the extent that these commissions relate to revenue not yet recognized, the amounts are recorded as deferred sales commission costs. Subsequently, the commissions are recognized as expense as the revenue is recognized.
Below is a summary of the changes in our deferred sales commission costs included in prepaid expenses and other current assets.
 
Years ended December 31,
(in thousands)
 
Balance at
beginning of
year

 
Additions

 
Expense

 
Balance at
end of
year

2012
 
$
16,452

 
$
19,693

 
$
(18,003
)
 
$
18,142

2011
 
11,548

 
18,415

 
(13,511
)
 
16,452

2010
 
5,108

 
12,985

 
(6,545
)
 
11,548

Advertising costs
We expense advertising costs as incurred, which was $1.2 million for the year ended December 31, 2012, and $1.1 million for both the years ended December 31, 2011 and 2010.
Restructuring Costs
Restructuring costs include charges for the costs of exit or disposal activities. The liability for costs associated with exit or disposal activities is measured initially at fair value and only recognized when the liability is incurred. Restructuring costs are not directly identified with a particular segment and as a result, management does not consider these charges in the evaluation of the operating income from segments.


F-13


Blackbaud, Inc.
Notes to consolidated financial statements (continued)

Impairment of long-lived assets
We review long-lived assets for impairment when events change or circumstances indicate the carrying amount may not be recoverable. If such events or changes in circumstances are present, the undiscounted cash flow method is used to determine whether the asset is impaired. No impairment of long-lived assets resulted in 2012, 2011 or 2010.
Earnings per share
We compute basic earnings per share by dividing net income available to common stockholders by the weighted average number of common shares outstanding. Diluted earnings per share is computed by dividing net income available to common stockholders by the weighted average number of common shares and dilutive potential common shares then outstanding. Diluted earnings per share reflect the assumed conversion of all dilutive securities using the treasury stock method. Dilutive potential common shares consist of shares issuable upon the exercise of stock options, settlement of stock appreciation rights and vesting of restricted stock awards and units.
The following table sets forth the computation of basic and diluted earnings per share:
 
  
 
Year ended December 31,
 
(in thousands, except share and per share amounts)
 
2012

 
2011

 
2010

Numerator:
 
 
 
 
 
 
Net income
 
$
6,583

 
$
33,220

 
$
29,187

Denominator:
 
 
 
 
 
 
Weighted average common shares
 
44,145,535

 
43,522,563

 
43,145,189

Add effect of dilutive securities:
 
 
 
 
 
 
Employee stock-based compensation
 
546,310

 
626,491

 
730,966

Weighted average common shares assuming dilution
 
44,691,845

 
44,149,054

 
43,876,155

Earnings per share:
 
 
 
 
 
 
Basic
 
$
0.15

 
$
0.76

 
$
0.68

Diluted
 
$
0.15

 
$
0.75

 
$
0.67

The following shares underlying stock-based awards were not included in diluted earnings per share because their inclusion would have been anti-dilutive:
 
  
 
Year ended December 31,
 
  
 
2012

 
2011

 
2010

Shares excluded from calculations of diluted EPS
 
434,050

 
422,418

 
221,742

Recently adopted accounting pronouncements
Effective January 1, 2012, we adopted ASU 2011-05, Presentation of Comprehensive Income, which (i) eliminates the option to present components of other comprehensive income, or OCI, as part of the statement of changes in stockholders’ equity and (ii) requires the presentation of each component of net income and each component of OCI either in a single continuous statement or in two separate but consecutive statements. The adoption of ASU 2011-05 did not have a material impact on our consolidated financial statements. We have presented each component of net income and OCI in a single continuous statement.
Effective January 1, 2012, we adopted ASU 2011-04, Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and International Financial Reporting Standards, which amends ASC 820, Fair Value Measurement. ASU 2011-04 provides common requirements for measuring fair value and for disclosing information about fair value measurements in accordance with U.S. GAAP and International Financial Reporting Standards (IFRS) and improves the comparability of fair value measurements presented and disclosed in financial statements prepared in accordance with U.S. GAAP and IFRS. ASU 2011-04 is effective for entities prospectively for interim and annual periods beginning after December 15, 2011. The adoption of ASU 2011-04 did not have a material impact on our consolidated financial statements.

F-14


Blackbaud, Inc.
Notes to consolidated financial statements (continued)

Recently issued accounting pronouncements
In February 2013, the FASB issued ASU 2013-02, Comprehensive Income (Topic 220) Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income, which requires an entity to provide information about the amounts reclassified out of accumulated other comprehensive income by component. In addition, an entity is required to present, either on the face of the statement where net income is presented or in the notes, significant amounts reclassified out of accumulated other comprehensive income by the respective line items of net income but only if the amount reclassified is required under U.S. GAAP to be reclassified to net income in its entirety in the same reporting period. For other amounts that are not required under U.S. GAAP to be reclassified in their entirety to net income, an entity is required to cross-reference to other disclosures required under U.S. GAAP that provide additional detail about those amounts. ASU 2013-02 is effective prospectively for reporting periods beginning after December 15, 2012. We do not anticipate any material impact from the adoption of ASU 2013-02.
In July 2012, the FASB issued ASU 2012-02, Intangibles - Goodwill and Other (Topic 350) Testing Indefinite-Lived Intangible Assets for Impairment, which simplifies how entities test indefinite-lived intangible assets for impairment. ASU 2012-02 permits an entity to first assess qualitative factors to determine whether it is more likely than not that an indefinite-lived intangible asset is impaired as a basis for determining whether it is necessary to perform the quantitative impairment test currently required by ASC Topic 350-30 on general intangibles other than goodwill. ASU 2012-02 is effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012. Early adoption is permitted, provided that the entity has not yet issued its financial statements. We do not anticipate any material impact from the adoption of ASU 2012-02.
3. Business combinations
Convio
In May 2012, we completed our acquisition of Convio, Inc. (Convio), for approximately $329.8 million in cash consideration and the assumption of unvested equity awards valued at approximately $5.9 million, for a total of $335.7 million. Convio was a leading provider of on-demand constituent engagement solutions that enabled nonprofit organizations to more effectively raise funds, advocate for change and cultivate relationships. The acquisition of Convio expands our subscription and online offerings and accelerates our evolution to a subscription-based revenue model. As a result of the acquisition, Convio has become a wholly-owned subsidiary of ours. The results of operations of Convio are included in our consolidated financial statements from the date of acquisition. Since the date of acquisition through December 31, 2012, total revenue from Convio was $50.7 million. Because we have integrated a substantial amount of the Convio operations, it is impracticable to determine the operating costs attributable solely to the acquired business. During the year ended December 31, 2012, we incurred $6.4 million of acquisition-related costs associated with the acquisition of Convio, which were recorded in general and administrative expense.
We financed the acquisition of Convio through cash on hand and borrowings of $312.0 million under our amended credit facility. In connection with closing the Convio acquisition, we designated Convio as a material domestic subsidiary under our credit facility. As a material domestic subsidiary, Convio guarantees amounts outstanding under the credit facility and pledges certain stock of its subsidiaries.

F-15


Blackbaud, Inc.
Notes to consolidated financial statements (continued)

The following table summarizes the allocation of the purchase price based on the estimated fair value of the assets acquired and the liabilities assumed:
(in thousands)
 
Net working capital, excluding deferred revenue
$
54,912

Property and equipment
6,591

Other long term assets
75

Deferred revenue
(7,917
)
Deferred tax liability
(31,648
)
Intangible assets and liabilities
139,650

Goodwill
174,011

 
$
335,674


The estimated fair value of accounts receivable acquired approximates the contractual value of $12.8 million. The goodwill recognized is attributable primarily to the assembled workforce of Convio and the opportunities for expected synergies. None of the goodwill arising in the acquisition is deductible for income tax purposes. The estimated amount of goodwill assigned to the Enterprise Customer Business Unit, or ECBU, and the General Markets Business Unit, or GMBU, reporting segments was $125.3 million, and $48.7 million, respectively.

The acquisition resulted in the identification of the following identifiable intangible assets:
 
Intangible assets acquired

 
Weighted average amortization period
 
 (in thousands)

 
(in years)
Customer relationships
$
53,000

 
15
Marketing assets
7,800

 
7
Acquired technology
69,000

 
8
In-process research and development
9,100

 
7
Non-compete agreements
1,440

 
2
Unfavorable leasehold interests
(690
)
 
7
 
$
139,650

 
 

The fair value of the intangible assets was based on the income approach, cost approach, relief of royalty rate method and excess earnings methods. Customer relationships are amortized on an accelerated basis. Marketing assets, acquired technology and non-compete agreements are amortized on a straight-line basis. In-process research and development was placed into service subsequent to the time of acquisition and is amortized on a straight-line basis since the time of being placed into service over a weighted average amortization period of seven years.


F-16


Blackbaud, Inc.
Notes to consolidated financial statements (continued)

The following unaudited pro forma condensed consolidated results of operations assume that the acquisition of Convio occurred on January 1, 2011. This unaudited pro forma financial information does not reflect any adjustments for anticipated synergies resulting from the acquisition and should not be relied upon as being indicative of the historical results that would have been attained had the transaction been consummated as of January 1, 2011, or of the results that may occur in the future.
 
Year ended December 31,
 
(in thousands, except per share amounts)
2012

 
2011

Revenue
$
476,887

 
$
451,221

Net income (loss)
$
116

 
$
27,697

Basic earnings (loss) per share
$

 
$
0.64

Diluted earnings (loss) per share
$

 
$
0.63

2011 Acquisitions
During the year ended December 31, 2011, we acquired two entities for total consideration of $24.2 million, all of which was paid in cash. The results of operations of acquired entities have been included in our consolidated financial statements from the date of acquisition. Pro forma results of operations have not been presented because the effects of these business combinations, individually and in the aggregate, were not material to our consolidated results of operations. We recorded the purchase price allocation based on the estimated fair value of the assets acquired and liabilities assumed. None of the goodwill arising from the acquisitions completed in 2011 is deductible for income tax purposes.
2010 Acquisitions
During the year ended December 31, 2010, we acquired two entities for total consideration of $5.3 million, all of which was paid in cash. The results of operations of acquired entities have been included in our consolidated financial statements from the date of acquisition. Pro forma results of operations have not been presented because the effects of these business combinations, individually and in the aggregate, were not material to our consolidated results of operations. We recorded the purchase price allocation based on the estimated fair value of the assets acquired and liabilities assumed. None of the goodwill arising from the acquisitions completed in 2010 is deductible for income tax purposes.
4. Property and equipment
Property and equipment as of December 31, 2012 and 2011 consisted of the following:
 
  
Estimated
useful life
(years)

 
December 31,
 
(in thousands)
2012

 
2011

Equipment
3 - 5

 
$
2,430

 
$
2,809

Computer hardware
3 - 5

 
56,969

 
39,665

Computer software
3 - 5

 
17,540

 
9,660

Construction in progress

 
1,854

 
3,836

Furniture and fixtures
5 - 7

 
5,486

 
5,028

Leasehold improvements
term of lease

 
5,104

 
3,394

Total property and equipment
 
 
89,383

 
64,392

Less: accumulated depreciation
 
 
(40,320
)
 
(29,995
)
Property and equipment, net of depreciation
 
 
$
49,063

 
$
34,397

Depreciation expense was $14.5 million, $9.4 million and $9.1 million for the years ended December 31, 2012, 2011 and 2010, respectively.
Property and equipment, net of depreciation, under capital leases at December 31, 2012 and 2011 was not material.


F-17


Blackbaud, Inc.
Notes to consolidated financial statements (continued)

5. Goodwill and other intangible assets
The change in goodwill for each reportable segment during the year ended December 31, 2012, consisted of the following:
 
(in thousands)
ECBU
 
GMBU
 
IBU
 
Target Analytics
 
Other
 
Total
Balance at December 31, 2011
$
23,023

 
$
26,437

 
$
5,389

 
$
33,177

 
$
2,096

 
$
90,122

Additions related to business combinations
125,299

 
48,712