[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 ___________________.
|
Delaware
|
11-2617163
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(State or other jurisdiction of
|
(I.R.S. Employer Identification No.)
|
incorporation or organization)
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|
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Page No.
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PART I
|
|
|
Item 1.
|
||
Item 1A.
|
||
Item 1B.
|
||
Item 2.
|
||
Item 3.
|
||
Item 4.
|
||
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|
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PART II
|
|
|
Item 5.
|
||
Item 6.
|
||
Item 7.
|
||
Item 7A.
|
||
Item 8.
|
||
Item 9.
|
||
Item 9A.
|
||
Item 9B.
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||
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PART III
|
|
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Item 10.
|
||
Item 11.
|
||
Item 12.
|
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Item 13.
|
||
Item 14.
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||
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PART IV
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Item 15.
|
•
|
Our people make us great.
|
•
|
Customers are at the heart of everything we do.
|
•
|
We must be good stewards of our resources.
|
•
|
Innovation drives success.
|
•
|
Our actions are guided by honesty and integrity.
|
•
|
Service to others makes the world a better place.
|
•
|
Solicit funds and build relationships with major donors;
|
•
|
Garner small cash contributions from numerous contributors;
|
•
|
Manage and develop complex relationships with large numbers of constituents;
|
•
|
Communicate their accomplishments and the importance of their mission online and offline;
|
•
|
Comply with complex accounting, tax and reporting requirements that differ from those for traditional businesses;
|
•
|
Solicit cash and in-kind contributions from businesses to help raise money or deliver products and services;
|
•
|
Provide a wide array of programs and services to individual constituents; and
|
•
|
Improve the data collection and information sharing capabilities of their employees, volunteers and donors by creating and providing distributed access to centralized databases.
|
•
|
The ECBU is focused on marketing, sales, delivery and support to large and/or strategic customers, specifically identified prospects and customers in North America.
|
•
|
The GMBU is focused on marketing, sales, delivery and support to all emerging and mid-sized prospects and customers in North America.
|
•
|
The IBU is focused on marketing, sales, delivery and support to all prospects and customers outside of North America.
|
•
|
Target Analytics is primarily focused on marketing, sales and delivery of analytic services to all prospects and customers in North America.
|
•
|
Constituent relationship management;
|
•
|
Financial management and reporting;
|
•
|
Cost accounting information for projects and grants;
|
•
|
Integration of financial data and donor information in a centralized system;
|
•
|
Online fundraising;
|
•
|
Peer-to-peer fundraising;
|
•
|
Event, data and information management;
|
•
|
Student information systems for independent schools and small colleges;
|
•
|
Ticketing management;
|
•
|
General admissions management;
|
•
|
Analytics and prospect research;
|
•
|
Consulting and educational services; and
|
•
|
Payment processing and related regulation compliance.
|
•
|
System implementation, including all aspects of installation and configuration, to ensure a smooth transition from the customer's legacy system and to create a more streamlined business workflow;
|
•
|
Management of the data conversion process to ensure data is a reliable and powerful source of information for an organization;
|
•
|
Business process analysis and application customization to ensure that the organization's system is properly aligned with an organization's processes and objectives;
|
•
|
Removal of duplicate records, database merging and enrichment, information cleansing and consolidation, and secure credit card transaction processing;
|
•
|
Database production activities, including direct marketing, business intelligence, cultivation and stewardship processes; and
|
•
|
Website design services, Internet strategy consulting and specialized services, such as email marketing and search engine optimization.
|
•
|
Software developers offering specialized products designed to address specific needs of nonprofit organizations, some of which are sold with subscription pricing;
|
•
|
Providers of traditional, less automated fundraising services such as services that support traditional direct mail campaigns, special events fundraising, telemarketing and personal solicitations;
|
•
|
Custom-developed products created either internally or outsourced to custom service providers; and
|
•
|
Software developers offering general products not designed to address specific needs of nonprofit organizations.
|
•
|
Flexible.
Our component-based architecture is programmable and easily customized by our customers without requiring modification of the source code, ensuring that the technology can be extended to accommodate changing demands of our clients and the market.
|
•
|
Adaptable.
The architecture of our applications allows us to easily add features and functionality or to integrate with third-party applications in order to adapt to our customers' needs or market demands.
|
•
|
Scalable.
We combine a scalable architecture with the performance, capacity and load balancing of industry-standard web servers and databases used by our customers to ensure that the applications can scale to the needs of larger organizations.
|
Name
|
|
Age
|
|
|
|
Marc E. Chardon
(1)
|
|
57
|
|
|
President and Chief Executive Officer
|
Anthony W. Boor
|
|
50
|
|
|
Senior Vice President and Chief Financial Officer
|
Charles T. Cumbaa
|
|
60
|
|
|
Senior Vice President, New Business Development
|
Joseph D. Moye
|
|
51
|
|
|
President, Enterprise Customer Business Unit
|
Kevin Mooney
|
|
54
|
|
|
President, General Markets Business Unit
|
Bradley J. Holman
|
|
51
|
|
|
President, International Business Unit
|
Jana B. Eggers
|
|
44
|
|
|
Senior Vice President, Products and Marketing
|
Charles L. Longfield
|
|
56
|
|
|
Senior Vice President, Chief Scientist
|
John J. Mistretta
|
|
57
|
|
|
Senior Vice President of Human Resources
|
(1)
|
In January 2013, Mr. Chardon informed us that he is resigning as our President and Chief Executive Officer and director at the end of 2013, or earlier if we appoint his successor. A search for Mr. Chardon's replacement is underway.
|
•
|
Requiring us to dedicate a substantial portion of our cash flow from operations to payments on our indebtedness, thereby reducing the availability of our cash flow to fund working capital, capital expenditures, dividends and other general corporate purposes;
|
•
|
Limiting our flexibility in planning for, or reacting to, changes in our business and the industries in which we operate;
|
•
|
Restricting us from making additional strategic acquisitions or exploiting business opportunities;
|
•
|
Placing us at a competitive disadvantage compared to our competitors that have less debt;
|
•
|
Limiting our ability to borrow additional funds; and
|
•
|
Decreasing our ability to compete effectively or operate successfully under adverse economic and industry conditions.
|
•
|
Our customers' budgetary constraints;
|
•
|
The timing of our clients' budget cycles and approval processes;
|
•
|
The impact of the macroeconomic environment on our customers;
|
•
|
Our clients' willingness to replace their current methods or software solutions;
|
•
|
Our need to educate potential customers about the uses and benefits of our products and services; and
|
•
|
The timing and expiration of our clients' current license agreements or outsourcing agreements for similar services.
|
•
|
Competitive pricing pressure on the rates that we can charge for our services;
|
•
|
The complexity of the customers' information technology environment and the existence of multiple non-integrated legacy databases;
|
•
|
The resources directed by customers to their implementation projects;
|
•
|
The extent of software customization included in the implementation projects; and
|
•
|
The extent to which outside consulting organizations provide services directly to customers.
|
•
|
The size and timing of sales of our software, including the relatively long sales cycles associated with many of our larger software sales;
|
•
|
Budget and spending decisions by our customers;
|
•
|
The degree of judgment required to estimate large consulting service engagements;
|
•
|
Scheduling considerations by our customers as they impact the delivery of purchased services;
|
•
|
Varying accounting treatments based upon the facts and circumstances of each arrangement;
|
•
|
Utilization of our professional services personnel;
|
•
|
Market acceptance of new products we release;
|
•
|
Market acceptance of products we acquire;
|
•
|
The amount and timing of operating costs related to the expansion of our business, operations and infrastructure;
|
•
|
Changes in our pricing policies or our competitors' pricing policies;
|
•
|
General economic conditions and effects of tax law changes; and
|
•
|
Costs related to acquisitions of technologies or businesses.
|
•
|
Software developers offering specialized products designed to address specific needs of nonprofit organizations, some of which are sold with subscription pricing;
|
•
|
Providers of traditional, less automated fundraising services such as services that support traditional direct mail campaigns, special events fundraising, telemarketing and personal solicitations;
|
•
|
Custom-developed products created either internally or outsourced to custom service providers; and
|
•
|
Software developers offering general products not designed to address specific needs of nonprofit organizations.
|
•
|
Difficulties associated with and costs of staffing and managing international operations;
|
•
|
Differing technology standards;
|
•
|
Difficulties in collecting accounts receivable and longer collection periods;
|
•
|
Political and economic instability;
|
•
|
Imposition of currency exchange controls;
|
•
|
Potentially adverse tax consequences;
|
•
|
Reduced protection for intellectual property rights in certain countries;
|
•
|
Dependence on local vendors;
|
•
|
Protectionist laws and business practices that favor local competition;
|
•
|
Compliance with multiple conflicting and changing governmental laws and regulations;
|
•
|
Seasonal reductions in business activity specific to certain markets;
|
•
|
Longer sales cycles;
|
•
|
Restrictions on repatriation of earnings or new taxation thereon;
|
•
|
Differing labor regulations;
|
•
|
Differing accounting rules and practices;
|
•
|
Restrictive privacy regulations in different countries, particularly in the European Union;
|
•
|
Restrictions on the export of technologies such as data security and encryption;
|
•
|
Compliance with U.S. laws such as the Foreign Corrupt Practices Act, and local laws prohibiting corrupt payments to government officials; and
|
•
|
Import and export restrictions and tariffs.
|
•
|
Harm to our reputation;
|
•
|
Lost sales;
|
•
|
Delays in commercial release;
|
•
|
Product liability claims;
|
•
|
License terminations or renegotiations; and
|
•
|
Unexpected expenses and diversion of resources to remedy errors.
|
•
|
Any patents issued to us may not be timely or broad enough to protect our proprietary rights;
|
•
|
Any issued patent could be successfully challenged by one or more third parties, which could result in our loss of the right to prevent others from exploiting the inventions claimed in those patents; and
|
•
|
Current and future competitors may independently develop similar technologies, duplicate our products or design around any of our patents.
|
•
|
Difficulties in integrating operations, technologies, services, accounting and personnel;
|
•
|
Difficulties in supporting and transitioning customers of our acquired companies;
|
•
|
Diversion of financial and management resources from existing operations;
|
•
|
Risks of entering new sectors of the nonprofit industry;
|
•
|
Potential loss of key employees; and
|
•
|
Inability to generate sufficient return on investment.
|
•
|
User privacy;
|
•
|
Payment processing;
|
•
|
The pricing and taxation of goods and services offered over the Internet;
|
•
|
Taxation of foreign earnings;
|
•
|
The content of websites;
|
•
|
Copyrights;
|
•
|
Consumer protection, including the potential application of “do not call” registry requirements on our customers and consumer backlash in general to direct marketing efforts of our customers;
|
•
|
The online distribution of specific material or content over the Internet; and
|
•
|
The characteristics and quality of products and services offered over the Internet.
|
|
High
|
|
|
Low
|
|
||
Fiscal year ended December 31, 2012
|
|
|
|
||||
First quarter
|
$
|
34.00
|
|
|
$
|
22.63
|
|
Second quarter
|
$
|
33.93
|
|
|
$
|
24.02
|
|
Third quarter
|
$
|
28.34
|
|
|
$
|
22.98
|
|
Fourth quarter
|
$
|
24.88
|
|
|
$
|
20.99
|
|
Fiscal year ended December 31, 2011
|
|
|
|
||||
First quarter
|
$
|
27.44
|
|
|
$
|
24.42
|
|
Second quarter
|
$
|
30.39
|
|
|
$
|
24.91
|
|
Third quarter
|
$
|
29.10
|
|
|
$
|
21.84
|
|
Fourth quarter
|
$
|
30.36
|
|
|
$
|
20.81
|
|
|
12/31/2007
|
|
|
12/31/2008
|
|
|
12/31/2009
|
|
|
12/31/2010
|
|
|
12/31/2011
|
|
|
12/31/2012
|
|
||||||
Blackbaud, Inc.
|
$
|
100.00
|
|
|
$
|
49.18
|
|
|
$
|
88.34
|
|
|
$
|
98.68
|
|
|
$
|
107.54
|
|
|
$
|
90.30
|
|
NASDAQ Composite
|
$
|
100.00
|
|
|
$
|
59.03
|
|
|
$
|
82.25
|
|
|
$
|
97.32
|
|
|
$
|
98.63
|
|
|
$
|
110.78
|
|
NASDAQ Computer & Data Processing
|
$
|
100.00
|
|
|
$
|
57.50
|
|
|
$
|
90.39
|
|
|
$
|
98.29
|
|
|
$
|
95.15
|
|
|
$
|
106.83
|
|
Period
|
Total
number
of shares
purchased
|
|
|
Average
price
paid
per
share
|
|
|
Total number
of shares
purchased as
part of
publicly
announced
plans or
programs
|
|
|
Approximate
dollar value
of shares
that may yet
be
purchased
under the
plan or
programs (in
thousands)
|
|
||
Beginning balance, October 1, 2012
|
|
|
|
|
—
|
|
|
$
|
50,000
|
|
|||
October 1, 2012 through October 31, 2012
|
401
|
|
|
$
|
23.95
|
|
|
—
|
|
|
$
|
50,000
|
|
November 1, 2012 through November 30, 2012
|
119,692
|
|
|
$
|
22.11
|
|
|
—
|
|
|
$
|
50,000
|
|
December 1, 2012 through December 31, 2012
|
168
|
|
|
$
|
22.83
|
|
|
—
|
|
|
$
|
50,000
|
|
Total
|
120,261
|
|
|
$
|
22.11
|
|
|
—
|
|
|
$
|
50,000
|
|
•
|
Our credit facility limits the amount of dividends we are permitted to pay;
|
•
|
Our Board of Directors could decide to reduce dividends or not to pay dividends at all, at any time and for any reason;
|
•
|
The amount of dividends distributed is subject to state law restrictions; and
|
•
|
We might not have enough cash to pay dividends due to changes to our operating earnings, working capital requirements and anticipated cash needs.
|
|
Year ended December 31,
|
|
|||||||||||||||||
(in thousands, except per share data)
|
2012
|
|
|
2011
|
|
|
2010
|
|
|
2009
|
|
|
2008
|
|
|||||
Consolidated statements of comprehensive income data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenue
|
|
|
|
|
|
|
|
|
|
||||||||||
License fees
|
$
|
20,551
|
|
|
$
|
19,475
|
|
|
$
|
23,719
|
|
|
$
|
25,656
|
|
|
$
|
35,484
|
|
Subscriptions
|
162,102
|
|
|
103,544
|
|
|
83,912
|
|
|
73,194
|
|
|
49,773
|
|
|||||
Services
|
119,626
|
|
|
108,781
|
|
|
87,663
|
|
|
87,239
|
|
|
101,015
|
|
|||||
Maintenance
|
136,101
|
|
|
130,604
|
|
|
124,559
|
|
|
116,413
|
|
|
107,308
|
|
|||||
Other revenue
|
9,039
|
|
|
8,464
|
|
|
6,712
|
|
|
6,968
|
|
|
8,730
|
|
|||||
Total revenue
|
447,419
|
|
|
370,868
|
|
|
326,565
|
|
|
309,470
|
|
|
302,310
|
|
|||||
Cost of revenue
|
|
|
|
|
|
|
|
|
|
||||||||||
Cost of license fees
|
2,993
|
|
|
3,345
|
|
|
3,003
|
|
|
3,697
|
|
|
3,388
|
|
|||||
Cost of subscriptions(1)
|
68,773
|
|
|
42,536
|
|
|
31,155
|
|
|
28,158
|
|
|
20,564
|
|
|||||
Cost of services(1)
|
97,208
|
|
|
79,086
|
|
|
66,755
|
|
|
61,585
|
|
|
63,810
|
|
|||||
Cost of maintenance(1)
|
26,001
|
|
|
25,178
|
|
|
24,123
|
|
|
21,594
|
|
|
20,175
|
|
|||||
Cost of other revenue
|
7,485
|
|
|
7,049
|
|
|
7,103
|
|
|
6,098
|
|
|
8,368
|
|
|||||
Total cost of revenue
|
202,460
|
|
|
157,194
|
|
|
132,139
|
|
|
121,132
|
|
|
116,305
|
|
|||||
Gross profit
|
244,959
|
|
|
213,674
|
|
|
194,426
|
|
|
188,338
|
|
|
186,005
|
|
|||||
Operating expenses
|
|
|
|
|
|
|
|
|
|
||||||||||
Sales and marketing(1)
|
95,218
|
|
|
75,361
|
|
|
69,469
|
|
|
63,495
|
|
|
65,573
|
|
|||||
Research and development(1)
|
64,692
|
|
|
47,672
|
|
|
45,499
|
|
|
45,520
|
|
|
38,497
|
|
|||||
General and administrative(1)
|
63,308
|
|
|
36,933
|
|
|
32,636
|
|
|
33,383
|
|
|
33,904
|
|
|||||
Impairment of cost method investment
|
200
|
|
|
1,800
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Amortization
|
2,106
|
|
|
980
|
|
|
798
|
|
|
768
|
|
|
713
|
|
|||||
Total operating expenses
|
225,524
|
|
|
162,746
|
|
|
148,402
|
|
|
143,166
|
|
|
138,687
|
|
|||||
Income from operations
|
19,435
|
|
|
50,928
|
|
|
46,024
|
|
|
45,172
|
|
|
47,318
|
|
|||||
Interest income
|
146
|
|
|
183
|
|
|
84
|
|
|
637
|
|
|
526
|
|
|||||
Interest expense
|
(5,864
|
)
|
|
(200
|
)
|
|
(74
|
)
|
|
(962
|
)
|
|
(1,526
|
)
|
|||||
Other income (expense), net
|
(392
|
)
|
|
346
|
|
|
(98
|
)
|
|
220
|
|
|
(194
|
)
|
|||||
Income before provision for income taxes
|
13,325
|
|
|
51,257
|
|
|
45,936
|
|
|
45,067
|
|
|
46,124
|
|
|||||
Income tax provision
|
6,742
|
|
|
18,037
|
|
|
16,749
|
|
|
17,547
|
|
|
17,185
|
|
|||||
Net income
|
$
|
6,583
|
|
|
$
|
33,220
|
|
|
$
|
29,187
|
|
|
$
|
27,520
|
|
|
$
|
28,939
|
|
Earnings per share
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
$
|
0.15
|
|
|
$
|
0.76
|
|
|
$
|
0.68
|
|
|
$
|
0.64
|
|
|
$
|
0.67
|
|
Diluted
|
$
|
0.15
|
|
|
$
|
0.75
|
|
|
$
|
0.67
|
|
|
$
|
0.63
|
|
|
$
|
0.66
|
|
Common shares and equivalents outstanding
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic weighted average shares
|
44,146
|
|
|
43,523
|
|
|
43,145
|
|
|
42,771
|
|
|
42,959
|
|
|||||
Diluted weighted average shares
|
44,692
|
|
|
44,149
|
|
|
43,876
|
|
|
43,600
|
|
|
43,959
|
|
|||||
Dividends per share
|
$
|
0.48
|
|
|
$
|
0.48
|
|
|
$
|
0.44
|
|
|
$
|
0.40
|
|
|
$
|
0.40
|
|
Summary of stock-based compensation:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cost of subscriptions
|
$
|
860
|
|
|
$
|
571
|
|
|
$
|
392
|
|
|
$
|
387
|
|
|
$
|
283
|
|
Cost of services
|
2,786
|
|
|
1,966
|
|
|
1,742
|
|
|
1,433
|
|
|
1,442
|
|
|||||
Cost of maintenance
|
538
|
|
|
741
|
|
|
814
|
|
|
750
|
|
|
534
|
|
|||||
Total included in cost of revenue
|
4,184
|
|
|
3,278
|
|
|
2,948
|
|
|
2,570
|
|
|
2,259
|
|
|||||
Sales and marketing
|
2,527
|
|
|
1,325
|
|
|
1,366
|
|
|
1,605
|
|
|
1,607
|
|
|||||
Research and development
|
3,556
|
|
|
3,039
|
|
|
2,844
|
|
|
2,944
|
|
|
2,396
|
|
|||||
General and administrative
|
8,973
|
|
|
7,242
|
|
|
5,901
|
|
|
5,291
|
|
|
5,700
|
|
|||||
Total included in operating expenses
|
15,056
|
|
|
11,606
|
|
|
10,111
|
|
|
9,840
|
|
|
9,703
|
|
|||||
Total stock-based compensation
|
$
|
19,240
|
|
|
$
|
14,884
|
|
|
$
|
13,059
|
|
|
$
|
12,410
|
|
|
$
|
11,962
|
|
(1)
|
Includes stock-based compensation as set forth in tabular summary of stock-based compensation for all periods presented.
|
|
|
December 31,
|
|
|||||||||||||||||
(in thousands)
|
|
2012
|
|
|
2011
|
|
|
2010
|
|
|
2009
|
|
|
2008
|
|
|||||
Consolidated balance sheet data
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
|
$
|
13,491
|
|
|
$
|
52,520
|
|
|
$
|
28,004
|
|
|
$
|
22,769
|
|
|
$
|
16,361
|
|
Deferred tax asset, including current portion
|
|
15,799
|
|
|
30,927
|
|
|
47,478
|
|
|
59,284
|
|
|
70,100
|
|
|||||
Working (deficit) capital
|
|
(97,947
|
)
|
|
(52,093
|
)
|
|
(57,056
|
)
|
|
(74,458
|
)
|
|
(113,464
|
)
|
|||||
Total assets
|
|
705,747
|
|
|
392,590
|
|
|
323,806
|
|
|
299,927
|
|
|
311,087
|
|
|||||
Deferred revenue, including current portion
|
|
185,018
|
|
|
163,437
|
|
|
150,661
|
|
|
137,950
|
|
|
122,023
|
|
|||||
Total long-term liabilities
|
|
246,368
|
|
|
12,547
|
|
|
9,319
|
|
|
7,891
|
|
|
7,999
|
|
|||||
Common stock
|
|
55
|
|
|
54
|
|
|
53
|
|
|
52
|
|
|
51
|
|
|||||
Additional paid-in capital
|
|
203,638
|
|
|
175,401
|
|
|
158,372
|
|
|
134,643
|
|
|
116,688
|
|
|||||
Total stockholders’ equity
|
|
$
|
147,684
|
|
|
$
|
140,002
|
|
|
$
|
116,469
|
|
|
$
|
110,293
|
|
|
$
|
85,733
|
|
•
|
integrating the Convio operations and managing expenses to enable us to realize synergies while making investments for future growth of our combined operations;
|
•
|
making initial post-merger product roadmap decisions, which included the decision to sunset the Convio Common Ground solution and our move to a single event fundraising module; and
|
•
|
continuing the shift in our offerings towards subscription-based pricing to meet the needs and preferences of our customers.
|
•
|
NOZA, Inc. – October 1, 2010;
|
•
|
Public Interest Data, LLC, or PIDI – February 1, 2011;
|
•
|
Everyday Hero Pty. Ltd., or EDH – October 6, 2011; and
|
•
|
Convio, Inc., or Convio – May 4, 2012.
|
|
Year ended December 31,
|
|
|
|
|
|
||||||||
(in millions)
|
2012
|
|
|
2011
|
|
|
Change
|
|
|
% Change
|
|
|||
License fees revenue
|
$
|
20.6
|
|
|
$
|
19.5
|
|
|
$
|
1.1
|
|
|
6
|
%
|
Cost of license fees
|
3.0
|
|
|
3.3
|
|
|
(0.3
|
)
|
|
(9
|
)%
|
|||
License fees gross profit
|
$
|
17.6
|
|
|
$
|
16.2
|
|
|
$
|
1.4
|
|
|
9
|
%
|
License fees gross margin
|
85
|
%
|
|
83
|
%
|
|
|
|
|
|
Year ended December 31,
|
|
|
|
|
|
||||||||
(in millions)
|
2012
|
|
|
2011
|
|
|
Change
|
|
|
% Change
|
|
|||
Subscriptions revenue
|
$
|
162.1
|
|
|
$
|
103.5
|
|
|
$
|
58.6
|
|
|
57
|
%
|
Cost of subscriptions
|
68.8
|
|
|
42.5
|
|
|
26.3
|
|
|
62
|
%
|
|||
Subscriptions gross profit
|
$
|
93.3
|
|
|
$
|
61.0
|
|
|
$
|
32.3
|
|
|
53
|
%
|
Subscriptions gross margin
|
58
|
%
|
|
59
|
%
|
|
|
|
|
|
Year ended December 31,
|
|
|
|
|
|
||||||||
(in millions)
|
2012
|
|
|
2011
|
|
|
Change
|
|
|
% Change
|
|
|||
Services revenue
|
$
|
119.6
|
|
|
$
|
108.8
|
|
|
$
|
10.8
|
|
|
10
|
%
|
Cost of services
|
97.2
|
|
|
79.1
|
|
|
18.1
|
|
|
23
|
%
|
|||
Services gross profit
|
$
|
22.4
|
|
|
$
|
29.7
|
|
|
$
|
(7.3
|
)
|
|
(25
|
)%
|
Services gross margin
|
19
|
%
|
|
27
|
%
|
|
|
|
|
|
Year ended December 31,
|
|
|
|
|
|
||||||||
(in millions)
|
2012
|
|
|
2011
|
|
|
Change
|
|
|
% Change
|
|
|||
Maintenance revenue
|
$
|
136.1
|
|
|
$
|
130.6
|
|
|
$
|
5.5
|
|
|
4
|
%
|
Cost of maintenance
|
26.0
|
|
|
25.2
|
|
|
0.8
|
|
|
3
|
%
|
|||
Maintenance gross profit
|
$
|
110.1
|
|
|
$
|
105.4
|
|
|
$
|
4.7
|
|
|
4
|
%
|
Maintenance gross margin
|
81
|
%
|
|
81
|
%
|
|
|
|
|
|
Year ended December 31,
|
|
|
|
|
|
||||||||
(in millions)
|
2012
|
|
|
2011
|
|
|
Change
|
|
|
% Change
|
|
|||
Other revenue
|
$
|
9.0
|
|
|
$
|
8.5
|
|
|
$
|
0.5
|
|
|
6
|
%
|
Cost of other revenue
|
7.5
|
|
|
7.0
|
|
|
0.5
|
|
|
7
|
%
|
|||
Other gross profit
|
$
|
1.5
|
|
|
$
|
1.5
|
|
|
$
|
—
|
|
|
—
|
%
|
Other gross margin
|
17
|
%
|
|
18
|
%
|
|
|
|
|
|
Year ended December 31,
|
|
|
|
|
|
||||||||
(in millions)
|
2012
|
|
|
2011
|
|
|
Change
|
|
|
% Change
|
|
|||
Sales and marketing expense
|
$
|
95.2
|
|
|
$
|
75.4
|
|
|
$
|
19.8
|
|
|
26
|
%
|
% of revenue
|
21
|
%
|
|
20
|
%
|
|
|
|
|
|
Year ended December 31,
|
|
|
|
|
|
||||||||
(in millions)
|
2012
|
|
|
2011
|
|
|
Change
|
|
|
% Change
|
|
|||
Research and development expense
|
$
|
64.7
|
|
|
$
|
47.7
|
|
|
$
|
17.0
|
|
|
36
|
%
|
% of revenue
|
14
|
%
|
|
13
|
%
|
|
|
|
|
|
Year ended December 31,
|
|
|
|
|
|
||||||||
(in millions)
|
2012
|
|
|
2011
|
|
|
Change
|
|
|
% Change
|
|
|||
General and administrative expense
|
$
|
63.3
|
|
|
$
|
36.9
|
|
|
$
|
26.4
|
|
|
72
|
%
|
% of revenue
|
14
|
%
|
|
10
|
%
|
|
|
|
|
|
Year ended December 31,
|
|
|
|
|
|
||||||||
(in millions)
|
2012
|
|
|
2011
|
|
|
Change
|
|
|
% Change
|
|
|||
GAAP income from operations
|
$
|
19.4
|
|
|
$
|
50.9
|
|
|
$
|
(31.5
|
)
|
|
(62
|
)%
|
|
|
|
|
|
|
|
|
|||||||
Non-GAAP adjustments:
|
|
|
|
|
|
|
|
|||||||
Add: Convio deferred revenue writedown
|
5.6
|
|
|
—
|
|
|
5.6
|
|
|
100
|
%
|
|||
Add: Stock-based compensation expense
|
19.2
|
|
|
14.9
|
|
|
4.3
|
|
|
29
|
%
|
|||
Add: Amortization of intangibles from business combinations
|
17.4
|
|
|
7.6
|
|
|
9.8
|
|
|
129
|
%
|
|||
Add: Acquisition-related expenses
|
6.4
|
|
|
1.8
|
|
|
4.6
|
|
|
256
|
%
|
|||
Add: Acquisition integration and restructuring costs
|
6.9
|
|
|
—
|
|
|
6.9
|
|
|
100
|
%
|
|||
Add: Write-off of prepaid proprietary software licenses
|
0.4
|
|
|
—
|
|
|
0.4
|
|
|
100
|
%
|
|||
Add: Impairment of cost method investment
|
0.2
|
|
|
1.8
|
|
|
(1.6
|
)
|
|
(89
|
)%
|
|||
Less: Gain on sale of assets
|
—
|
|
|
(0.5
|
)
|
|
0.5
|
|
|
(100
|
)%
|
|||
Total Non-GAAP adjustments
|
56.1
|
|
|
25.6
|
|
|
30.5
|
|
|
119
|
%
|
|||
Non-GAAP income from operations
|
$
|
75.5
|
|
|
$
|
76.5
|
|
|
$
|
(1.0
|
)
|
|
(1
|
)%
|
Non-GAAP operating margin
|
17
|
%
|
|
21
|
%
|
|
|
|
|
|
Year ended December 31,
|
|
|
|
|
|
||||||||
(in millions)
|
2011
|
|
|
2010
|
|
|
Change
|
|
|
% Change
|
|
|||
License fees
|
$
|
19.5
|
|
|
$
|
23.7
|
|
|
$
|
(4.2
|
)
|
|
(18
|
)%
|
Subscriptions
|
103.5
|
|
|
83.9
|
|
|
19.6
|
|
|
23
|
%
|
|||
Services
|
108.8
|
|
|
87.7
|
|
|
21.1
|
|
|
24
|
%
|
|||
Maintenance
|
130.6
|
|
|
124.6
|
|
|
6.0
|
|
|
5
|
%
|
|||
Other
|
8.5
|
|
|
6.7
|
|
|
1.8
|
|
|
27
|
%
|
|||
Total revenue
|
$
|
370.9
|
|
|
$
|
326.6
|
|
|
$
|
44.3
|
|
|
14
|
%
|
|
Year ended December 31,
|
|
|
|
|
|
||||||||
(in millions)
|
2011
|
|
|
2010
|
|
|
Change
|
|
|
% Change
|
|
|||
License fees revenue
|
$
|
19.5
|
|
|
$
|
23.7
|
|
|
$
|
(4.2
|
)
|
|
(18
|
)%
|
Cost of license fees
|
3.3
|
|
|
3.0
|
|
|
0.3
|
|
|
10
|
%
|
|||
License fees gross profit
|
$
|
16.2
|
|
|
$
|
20.7
|
|
|
$
|
(4.5
|
)
|
|
(22
|
)%
|
License fees gross margin
|
83
|
%
|
|
87
|
%
|
|
|
|
|
|
Year ended December 31,
|
|
|
|
|
|
||||||||
(in millions)
|
2011
|
|
|
2010
|
|
|
Change
|
|
|
% Change
|
|
|||
Subscriptions revenue
|
$
|
103.5
|
|
|
$
|
83.9
|
|
|
$
|
19.6
|
|
|
23
|
%
|
Cost of subscriptions
|
42.5
|
|
|
31.2
|
|
|
11.3
|
|
|
36
|
%
|
|||
Subscriptions gross profit
|
$
|
61.0
|
|
|
$
|
52.7
|
|
|
$
|
8.3
|
|
|
16
|
%
|
Subscriptions gross margin
|
59
|
%
|
|
63
|
%
|
|
|
|
|
|
Year ended December 31,
|
|
|
|
|
|
||||||||
(in millions)
|
2011
|
|
|
2010
|
|
|
Change
|
|
|
% Change
|
|
|||
Services revenue
|
$
|
108.8
|
|
|
$
|
87.7
|
|
|
$
|
21.1
|
|
|
24
|
%
|
Cost of services
|
79.1
|
|
|
66.8
|
|
|
12.3
|
|
|
18
|
%
|
|||
Services gross profit
|
$
|
29.7
|
|
|
$
|
20.9
|
|
|
$
|
8.8
|
|
|
42
|
%
|
Services gross margin
|
27
|
%
|
|
24
|
%
|
|
|
|
|
|
Year ended December 31,
|
|
|
|
|
|
||||||||
(in millions)
|
2011
|
|
|
2010
|
|
|
Change
|
|
|
% Change
|
|
|||
Maintenance revenue
|
$
|
130.6
|
|
|
$
|
124.6
|
|
|
$
|
6.0
|
|
|
5
|
%
|
Cost of maintenance
|
25.2
|
|
|
24.1
|
|
|
1.1
|
|
|
5
|
%
|
|||
Maintenance gross profit
|
$
|
105.4
|
|
|
$
|
100.5
|
|
|
$
|
4.9
|
|
|
5
|
%
|
Maintenance gross margin
|
81
|
%
|
|
81
|
%
|
|
|
|
|
|
Year ended December 31,
|
|
|
|
|
|
||||||||
(in millions)
|
2011
|
|
|
2010
|
|
|
Change
|
|
|
% Change
|
|
|||
Other revenue
|
$
|
8.5
|
|
|
$
|
6.7
|
|
|
$
|
1.8
|
|
|
27
|
%
|
Cost of other revenue
|
7.0
|
|
|
7.1
|
|
|
(0.1
|
)
|
|
(1
|
)%
|
|||
Other gross profit
|
$
|
1.5
|
|
|
$
|
(0.4
|
)
|
|
$
|
1.9
|
|
|
(475
|
)%
|
Other gross margin
|
18
|
%
|
|
(6
|
)%
|
|
|
|
|
|
Year ended December 31,
|
|
|
|
|
|
||||||||
(in millions)
|
2011
|
|
|
2010
|
|
|
Change
|
|
|
% Change
|
|
|||
Sales and marketing expense
|
$
|
75.4
|
|
|
$
|
69.5
|
|
|
$
|
5.9
|
|
|
8
|
%
|
% of revenue
|
20
|
%
|
|
21
|
%
|
|
|
|
|
|
Year ended December 31,
|
|
|
|
|
|
||||||||
(in millions)
|
2011
|
|
|
2010
|
|
|
Change
|
|
|
% Change
|
|
|||
Research and development expense
|
$
|
47.7
|
|
|
$
|
45.5
|
|
|
$
|
2.2
|
|
|
5
|
%
|
% of revenue
|
13
|
%
|
|
14
|
%
|
|
|
|
|
|
Year ended December 31,
|
|
|
|
|
|
||||||||
(in millions)
|
2011
|
|
|
2010
|
|
|
Change
|
|
|
% Change
|
|
|||
General and administrative expense
|
$
|
36.9
|
|
|
$
|
32.6
|
|
|
$
|
4.3
|
|
|
13
|
%
|
% of revenue
|
10
|
%
|
|
10
|
%
|
|
|
|
|
|
Year ended December 31,
|
|
|
|
|
|
||||||||
(in millions)
|
2011
|
|
|
2010
|
|
|
Change
|
|
|
% Change
|
|
|||
GAAP income from operations
|
$
|
50.9
|
|
|
$
|
46.0
|
|
|
$
|
4.9
|
|
|
11
|
%
|
|
|
|
|
|
|
|
|
|||||||
Non-GAAP adjustments:
|
|
|
|
|
|
|
|
|||||||
Add: Stock-based compensation expense
|
14.9
|
|
|
13.1
|
|
|
1.8
|
|
|
14
|
%
|
|||
Add: Amortization of intangibles from business combinations
|
7.6
|
|
|
7.1
|
|
|
0.5
|
|
|
7
|
%
|
|||
Add: Acquisition-related expenses
|
1.8
|
|
|
1.0
|
|
|
0.8
|
|
|
80
|
%
|
|||
Add: Impairment of cost method investment
|
1.8
|
|
|
—
|
|
|
1.8
|
|
|
100
|
%
|
|||
Less: Gain on sale of assets
|
(0.5
|
)
|
|
—
|
|
|
(0.5
|
)
|
|
100
|
%
|
|||
Total Non-GAAP adjustments
|
25.6
|
|
|
21.2
|
|
|
4.4
|
|
|
21
|
%
|
|||
Non-GAAP income from operations
|
$
|
76.5
|
|
|
$
|
67.2
|
|
|
$
|
9.3
|
|
|
14
|
%
|
Non-GAAP operating margin
|
21
|
%
|
|
21
|
%
|
|
|
|
|
|
2012
|
|
|
2011
|
|
|
2010
|
|
Effective tax rate
|
50.6
|
%
|
|
35.2
|
%
|
|
36.5
|
%
|
Financial Covenant
|
Requirement
|
Ratio as of December 31, 2012
|
Leverage Ratio
|
< 3.00 to 1.00
|
2.31 to 1.00
|
Interest Coverage Ratio
|
> 3.50 to 1.00
|
16.61 to 1.00
|
Maximum Capital Expenditures
|
$40.0 million for the fiscal year ended December 31, 2012
|
$22.6 million
|
|
Payments due by period
|
||||||||||||||||||
(in millions)
|
Total
|
|
|
Less than 1 year
|
|
|
1-2 years
|
|
|
3-5 years
|
|
|
More than 5 years
|
|
|||||
Operating leases
|
$
|
83.8
|
|
|
$
|
10.3
|
|
|
$
|
17.9
|
|
|
$
|
14.7
|
|
|
$
|
40.9
|
|
Debt and interest
(1)
|
237.2
|
|
|
16.0
|
|
|
39.4
|
|
|
181.8
|
|
|
—
|
|
|||||
Total
|
$
|
321.0
|
|
|
$
|
26.3
|
|
|
$
|
57.3
|
|
|
$
|
196.5
|
|
|
$
|
40.9
|
|
(1)
|
Included in the table above is $21.7 million of interest. The actual interest expense recognized in our consolidated statements of comprehensive income will depend on the amount of debt, the length of time the debt is outstanding and the interest rate, which could be different from our assumptions used in the above table.
|
|
Page No.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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
|
|
|
|
|
|
|
|
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
|
|
|
|
|
|
|
|
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
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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
|
|
|
|
|
|
|
Filed In
|
|||||||
Exhibit Number
|
|
|
Description of Document
|
|
Registrant’s
Form
|
|
Dated
|
|
Exhibit
Number
|
|
Filed
Herewith
|
|
|
|
|
|
|
|
|
|
|
|
|
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
|
|
2/26/2013
|
|
10.65
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
21.1
|
|
|
Subsidiaries of Blackbaud, Inc
|
|
|
|
|
|
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
23.1
|
|
|
Consent of Independent Registered Public Accounting Firm
|
|
|
|
|
|
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
31.1
|
|
|
Certification by the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
|
|
|
|
|
|
X
|
|
|
|
|
|
|
|
|
|
|
||
31.2
|
|
|
Certification by the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
|
|
|
|
|
|
X
|
|
|
|
|
|
|
|
|
|
|
||
32.1
|
|
|
Certification by the Chief Executive Officer pursuant to 18 U.S.C. 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
|
|
|
|
|
|
|
X
|
|
|
|
|
|
|
|
|
|
|
||
32.2
|
|
|
Certification by the 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.
|
****
|
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.
|
|
|
|
|
|
BLACKBAUD, INC
|
|
|
|
Signed:
|
February 27, 2013
|
/
S
/ M
ARC
E. C
HARDON
|
|
|
President and Chief Executive Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
/
S
/ M
ARC
E. C
HARDON
|
|
President, Chief Executive Officer and Director (Principal Executive Officer)
|
|
Date:
|
February 27, 2013
|
|
Marc E. Chardon
|
|
|
|
|
|
|
|
|
|
|
|
|
|
/
S
/ A
NTHONY
W. B
OOR
|
|
Senior Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)
|
|
Date:
|
February 27, 2013
|
|
Anthony W. Boor
|
|
|
|
|
|
|
|
|
|
|
|
|
|
/
S
/ A
NDREW
M. L
EITCH
|
|
Chairman of the Board
|
|
Date:
|
February 27, 2013
|
|
Andrew M. Leitch
|
|
|
|
|
|
|
|
|
|
|
|
|
|
/
S
/ T
IMOTHY
C
HOU
|
|
Director
|
|
Date:
|
February 27, 2013
|
|
Timothy Chou
|
|
|
|
|
|
|
|
|
|
|
|
|
|
/
S
/ G
EORGE
H. E
LLIS
|
|
Director
|
|
Date:
|
February 27, 2013
|
|
George H. Ellis
|
|
|
|
|
|
|
|
|
|
|
|
|
|
/
S
/ D
AVID
G. G
OLDEN
|
|
Director
|
|
Date:
|
February 27, 2013
|
|
David G. Golden
|
|
|
|
|
|
|
|
|
|
|
|
|
|
/
S
/ S
ARAH
E. N
ASH
|
|
Director
|
|
Date:
|
February 27, 2013
|
|
Sarah E. Nash
|
|
|
|
|
|
|
|
|
|
|
|
|
|
/S/
J
OYCE
M
.
N
ELSON
|
|
Director
|
|
Date:
|
February 27, 2013
|
|
Joyce M. Nelson
|
|
|
|
|
|
|
|
Page No.
|
|
|
|
|
|
|
|
|
|
|
|
|
(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
|
|
(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
|
|
|
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
|
|
(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
|
|
•
|
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.
|
|
|
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.
|
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
|
|
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
|
|
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
|
|
|
|
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
|
|
|
|
Year ended December 31,
|
|
||||||
|
|
2012
|
|
|
2011
|
|
|
2010
|
|
Shares excluded from calculations of diluted EPS
|
|
434,050
|
|
|
422,418
|
|
|
221,742
|
|
|
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
|
|
|
|
|
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
|
|
|
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
|
|
(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
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
174,011
|
|
||||||
Additions related to prior year business combinations
|
—
|
|
|
—
|
|
|
793
|
|
|
—
|
|
|
—
|
|
|
793
|
|
||||||
Effect of foreign currency translation
|
—
|
|
|
—
|
|
|
129
|
|
|
—
|
|
|
—
|
|
|
129
|
|
||||||
Balance at December 31, 2012
|
$
|
148,322
|
|
|
$
|
75,149
|
|
|
$
|
6,311
|
|
|
$
|
33,177
|
|
|
$
|
2,096
|
|
|
$
|
265,055
|
|
|
|
December 31,
|
|
|||||
(in thousands)
|
|
2012
|
|
|
2011
|
|
||
Finite-lived gross carrying amount
|
|
|
|
|
||||
Customer relationships
|
|
$
|
101,878
|
|
|
$
|
48,725
|
|
Marketing assets
|
|
10,296
|
|
|
2,502
|
|
||
Acquired software and technology
|
|
94,378
|
|
|
16,087
|
|
||
Non-compete agreements
|
|
3,979
|
|
|
2,539
|
|
||
Database
|
|
4,275
|
|
|
4,275
|
|
||
Total finite-lived gross carrying amount
|
|
214,806
|
|
|
74,128
|
|
||
Accumulated amortization
|
|
|
|
|
||||
Customer relationships
|
|
(24,994
|
)
|
|
(18,891
|
)
|
||
Marketing assets
|
|
(2,852
|
)
|
|
(1,627
|
)
|
||
Acquired software and technology
|
|
(14,787
|
)
|
|
(6,171
|
)
|
||
Non-compete agreements
|
|
(2,727
|
)
|
|
(1,856
|
)
|
||
Database
|
|
(2,798
|
)
|
|
(2,263
|
)
|
||
Total accumulated amortization
|
|
(48,158
|
)
|
|
(30,808
|
)
|
||
Indefinite-lived gross carrying amount
|
|
|
|
|
||||
Marketing assets
|
|
1,389
|
|
|
1,340
|
|
||
Total intangible assets, net
|
|
$
|
168,037
|
|
|
$
|
44,660
|
|
|
Year ended December 31,
|
|
|||||||||
(in thousands)
|
2012
|
|
|
2011
|
|
|
2010
|
|
|||
Included in cost of revenue:
|
|
|
|
|
|
||||||
Cost of license fees
|
$
|
485
|
|
|
$
|
635
|
|
|
$
|
588
|
|
Cost of subscriptions
|
11,969
|
|
|
3,341
|
|
|
3,058
|
|
|||
Cost of services
|
1,992
|
|
|
1,572
|
|
|
1,390
|
|
|||
Cost of maintenance
|
722
|
|
|
975
|
|
|
1,223
|
|
|||
Cost of other revenue
|
75
|
|
|
75
|
|
|
75
|
|
|||
Total included in cost of revenue
|
15,243
|
|
|
6,598
|
|
|
6,334
|
|
|||
Included in operating expenses
|
2,106
|
|
|
980
|
|
|
798
|
|
|||
Total
|
$
|
17,349
|
|
|
$
|
7,578
|
|
|
$
|
7,132
|
|
Years ending December 31,
|
Amortization expense
(in thousands)
|
|
|
2013
|
$
|
24,373
|
|
2014
|
22,569
|
|
|
2015
|
22,186
|
|
|
2016
|
21,765
|
|
|
2017
|
19,439
|
|
|
Total
|
$
|
110,332
|
|
(in thousands)
|
December 31, 2012
|
|
|
December 31, 2011
|
|
||
Deferred sales commissions
|
$
|
18,142
|
|
|
$
|
16,452
|
|
Prepaid software maintenance
|
5,530
|
|
|
4,676
|
|
||
Taxes, prepaid and receivable
|
7,398
|
|
|
343
|
|
||
Deferred professional services costs
|
3,233
|
|
|
3,098
|
|
||
Prepaid royalties
|
2,813
|
|
|
2,331
|
|
||
Other
|
3,473
|
|
|
4,116
|
|
||
Total prepaid expenses and other current assets
|
$
|
40,589
|
|
|
$
|
31,016
|
|
(in thousands)
|
December 31, 2012
|
|
|
December 31, 2011
|
|
||
Taxes payable
|
$
|
7,607
|
|
|
$
|
3,355
|
|
Accrued commissions and salaries
|
5,905
|
|
|
6,475
|
|
||
Accrued bonuses
|
11,966
|
|
|
9,832
|
|
||
Customer credit balances
|
4,577
|
|
|
3,762
|
|
||
Accrued software and maintenance
|
3,831
|
|
|
174
|
|
||
Accrued royalties
|
1,750
|
|
|
1,418
|
|
||
Other
|
10,360
|
|
|
7,691
|
|
||
Total accrued expenses and other current liabilities
|
$
|
45,996
|
|
|
$
|
32,707
|
|
(in thousands)
|
December 31, 2012
|
|
|
December 31, 2011
|
|
||
Maintenance
|
$
|
81,741
|
|
|
$
|
81,913
|
|
Subscriptions
|
65,850
|
|
|
50,849
|
|
||
Services
|
36,904
|
|
|
29,675
|
|
||
License fees and other
|
523
|
|
|
1,000
|
|
||
Total deferred revenue
|
185,018
|
|
|
163,437
|
|
||
Less: Deferred revenue, net of current portion
|
(11,119
|
)
|
|
(9,772
|
)
|
||
Deferred revenue, current portion
|
$
|
173,899
|
|
|
$
|
153,665
|
|
|
Debt balance at
|
|
|
Effective interest rate at
|
|
|
(in thousands, except percentages)
|
December 31, 2012
|
|
|
December 31, 2012
|
|
|
Credit facility:
|
|
|
|
|||
Revolving credit loans
|
$
|
123,000
|
|
|
2.68
|
%
|
Term loans
|
92,500
|
|
|
3.14
|
%
|
|
Total debt
|
215,500
|
|
|
2.88
|
%
|
|
Less: Debt, current portion
|
10,000
|
|
|
3.14
|
%
|
|
Debt, net of current portion
|
$
|
205,500
|
|
|
2.86
|
%
|
Year ending December 31,
(in thousands)
|
Annual maturities
|
|
|
2013
|
$
|
10,000
|
|
2014
|
13,750
|
|
|
2015
|
15,000
|
|
|
2016
|
15,000
|
|
|
2017
|
161,750
|
|
|
Thereafter
|
—
|
|
|
Total required maturities
|
$
|
215,500
|
|
|
December 31, 2012
|
|
|||
|
Liabilities
|
|
|||
(in thousands)
|
Balance Sheet Location
|
|
Fair Value
|
|
|
Derivative instruments designated as hedging instruments:
|
|
|
|
||
Interest rate swaps
|
Other liabilities
|
|
$
|
1,296
|
|
Total derivative instruments designated as hedging instruments
|
|
|
$
|
1,296
|
|
|
Loss recognized in accumulated other comprehensive loss
|
|
|
Location of loss reclassified from accumulated other comprehensive loss into income
|
|
Loss reclassified from accumulated other comprehensive loss into income
|
|
||
|
December 31,
|
|
|
|
Year ended December 31,
|
|
|||
(in thousands)
|
2012
|
|
|
|
2012
|
|
|||
Interest rate swaps
|
$
|
(1,296
|
)
|
|
Interest expense
|
|
$
|
(466
|
)
|
Year ended December 31,
|
Operating
|
|
|
(in thousands)
|
leases
|
|
|
2013
|
$
|
10,278
|
|
2014
|
9,518
|
|
|
2015
|
8,339
|
|
|
2016
|
7,322
|
|
|
2017
|
7,336
|
|
|
Thereafter
|
40,925
|
|
|
Total minimum lease payments
|
$
|
83,718
|
|
|
Year ended December 31,
|
|
|||||||||
(in thousands)
|
2012
|
|
|
2011
|
|
|
2010
|
|
|||
Current taxes:
|
|
|
|
|
|
||||||
U.S. Federal
|
$
|
(1,764
|
)
|
|
$
|
3,434
|
|
|
$
|
4,130
|
|
U.S. State and local
|
410
|
|
|
1,030
|
|
|
1,228
|
|
|||
International
|
511
|
|
|
40
|
|
|
78
|
|
|||
Total current taxes
|
(843
|
)
|
|
4,504
|
|
|
5,436
|
|
|||
Deferred taxes:
|
|
|
|
|
|
||||||
U.S. Federal
|
8,943
|
|
|
11,943
|
|
|
10,077
|
|
|||
U.S. State and local
|
(796
|
)
|
|
1,536
|
|
|
1,262
|
|
|||
International
|
(562
|
)
|
|
54
|
|
|
(26
|
)
|
|||
Total deferred taxes
|
7,585
|
|
|
13,533
|
|
|
11,313
|
|
|||
Total income tax provision
|
$
|
6,742
|
|
|
$
|
18,037
|
|
|
$
|
16,749
|
|
|
Year ended December 31,
|
|
|||||||||
(in thousands)
|
2012
|
|
|
2011
|
|
|
2010
|
|
|||
U.S.
|
$
|
16,793
|
|
|
$
|
50,946
|
|
|
$
|
45,700
|
|
International
|
(3,468
|
)
|
|
311
|
|
|
236
|
|
|||
Income before provision for income taxes
|
$
|
13,325
|
|
|
$
|
51,257
|
|
|
$
|
45,936
|
|
|
Year ended December 31,
|
|
||||||
|
2012
|
|
|
2011
|
|
|
2010
|
|
Federal statutory rate
|
35.0
|
%
|
|
35.0
|
%
|
|
35.0
|
%
|
Effect of:
|
|
|
|
|
|
|||
State income taxes, net of federal benefit
|
8.3
|
|
|
4.2
|
|
|
4.3
|
|
Change in state income tax rate applied to deferred tax asset
|
(2.2
|
)
|
|
0.6
|
|
|
—
|
|
Fixed assets
|
(7.6
|
)
|
|
—
|
|
|
—
|
|
Unrecognized tax benefit
|
2.9
|
|
|
(0.3
|
)
|
|
0.4
|
|
State credits, net of federal benefit
|
(1.7
|
)
|
|
(2.2
|
)
|
|
(2.4
|
)
|
Change in valuation reserve
|
4.1
|
|
|
0.7
|
|
|
2.4
|
|
Federal credits generated
|
—
|
|
|
(2.7
|
)
|
|
(3.2
|
)
|
Foreign tax rate
|
2.3
|
|
|
—
|
|
|
—
|
|
Acquisition costs
|
10.8
|
|
|
0.6
|
|
|
1.0
|
|
Foreign tax credits
|
(3.0
|
)
|
|
—
|
|
|
—
|
|
Other
|
1.7
|
|
|
(0.7
|
)
|
|
(1.0
|
)
|
Income tax provision effective rate
|
50.6
|
%
|
|
35.2
|
%
|
|
36.5
|
%
|
|
December 31,
|
|
|||||
(in thousands)
|
2012
|
|
|
2011
|
|
||
Deferred tax assets relating to:
|
|
|
|
||||
Federal and state net operating loss carryforwards
|
$
|
30,839
|
|
|
$
|
16,842
|
|
State and foreign tax credits
|
15,438
|
|
|
11,148
|
|
||
Intangible assets
|
13,706
|
|
|
20,969
|
|
||
Effect of expensing nonqualified stock options and restricted stock
|
7,634
|
|
|
8,142
|
|
||
Accrued bonuses
|
4,361
|
|
|
3,084
|
|
||
Deferred revenue
|
4,342
|
|
|
3,343
|
|
||
Allowance for doubtful accounts
|
3,161
|
|
|
1,456
|
|
||
Other
|
8,321
|
|
|
2,511
|
|
||
Total deferred tax assets
|
87,802
|
|
|
67,495
|
|
||
Deferred tax liabilities relating to:
|
|
|
|
||||
Intangible assets
|
(65,882
|
)
|
|
(8,407
|
)
|
||
Fixed assets
|
(12,643
|
)
|
|
(9,132
|
)
|
||
Other
|
(7,318
|
)
|
|
(8,950
|
)
|
||
Total deferred tax liabilities
|
(85,843
|
)
|
|
(26,489
|
)
|
||
Valuation allowance
|
(10,651
|
)
|
|
(10,079
|
)
|
||
Net deferred tax asset (liabilities)
|
$
|
(8,692
|
)
|
|
$
|
30,927
|
|
(in thousands)
|
Balance
at beginning
of year
|
|
|
Acquisition
related
change
|
|
|
Charges to
expense
|
|
|
Balance at
end of
year
|
|
||||
Years ended December 31,
|
|
|
|
||||||||||||
2012
|
$
|
10,079
|
|
|
$
|
286
|
|
|
$
|
286
|
|
|
$
|
10,651
|
|
2011
|
9,614
|
|
|
—
|
|
|
465
|
|
|
10,079
|
|
||||
2010
|
7,994
|
|
|
75
|
|
|
1,545
|
|
|
9,614
|
|
|
December 31,
|
|
|||||||||
(in thousands)
|
2012
|
|
|
2011
|
|
|
2010
|
|
|||
Balance at beginning of year
|
$
|
1,777
|
|
|
$
|
1,414
|
|
|
$
|
1,231
|
|
Increases from prior period positions
|
2,766
|
|
|
87
|
|
|
126
|
|
|||
Decreases in prior year position
|
(93
|
)
|
|
(9
|
)
|
|
—
|
|
|||
Increases from current period positions
|
—
|
|
|
285
|
|
|
297
|
|
|||
Lapse of statute of limitations
|
(604
|
)
|
|
—
|
|
|
(240
|
)
|
|||
Balance at end of year
|
$
|
3,846
|
|
|
$
|
1,777
|
|
|
$
|
1,414
|
|
|
Outstanding at December 31,
|
|
|||
Award type
|
2012
|
|
|
2011
|
|
Stock options
|
60,775
|
|
|
216,848
|
|
Restricted stock awards
|
1,203,186
|
|
|
1,079,930
|
|
Restricted stock units
|
389,913
|
|
|
159,462
|
|
Stock appreciation rights
|
2,786,828
|
|
|
2,305,049
|
|
|
Year ended December 31,
|
|
|||||||||
(in thousands)
|
2012
|
|
|
2011
|
|
|
2010
|
|
|||
Included in cost of revenue:
|
|
|
|
|
|
||||||
Cost of subscriptions
|
$
|
860
|
|
|
$
|
571
|
|
|
$
|
392
|
|
Cost of services
|
2,786
|
|
|
1,966
|
|
|
1,742
|
|
|||
Cost of maintenance
|
538
|
|
|
741
|
|
|
814
|
|
|||
Total included in cost of revenue
|
4,184
|
|
|
3,278
|
|
|
2,948
|
|
|||
Included in operating expenses:
|
|
|
|
|
|
||||||
Sales and marketing
|
2,527
|
|
|
1,325
|
|
|
1,366
|
|
|||
Research and development
|
3,556
|
|
|
3,039
|
|
|
2,844
|
|
|||
General and administrative
|
8,973
|
|
|
7,242
|
|
|
5,901
|
|
|||
Total included in operating expenses
|
15,056
|
|
|
11,606
|
|
|
10,111
|
|
|||
Total
|
$
|
19,240
|
|
|
$
|
14,884
|
|
|
$
|
13,059
|
|
Plan
|
Date of adoption
|
|
Options
outstanding
|
|
|
Range of
exercise prices
|
2004 Stock Plan
|
March 23, 2004
|
|
21,383
|
|
|
$8.60-$13.05
|
Kintera 2003 Plan
|
July 8, 2008
|
(1)
|
6,086
|
|
|
$10.59-$19.26
|
Convio 1999 Plan
|
May 5, 2012
|
(1)
|
28,977
|
|
|
$9.10-$15.54
|
Convio 2009 Plan
|
May 5, 2012
|
(1)
|
4,329
|
|
|
$15.62-$18.20
|
Total
|
|
|
60,775
|
|
|
|
(1)
|
In connection with the acquisitions of Kintera and Convio, we assumed certain stock options issued and outstanding at the date of acquisition.
|
Options
|
Share
options
|
|
|
Weighted
average
exercise
price
|
|
|
Weighted
average
remaining
contractual
term
(in years)
|
|
Aggregate
intrinsic value
(in thousands)
|
|
||
Outstanding at January 1, 2012
|
216,848
|
|
|
$
|
15.16
|
|
|
|
|
|
||
Assumed
(1)
|
63,439
|
|
|
13.24
|
|
|
|
|
|
|||
Exercised
|
(200,082
|
)
|
|
15.73
|
|
|
|
|
|
|||
Forfeited
|
(19,205
|
)
|
|
15.79
|
|
|
|
|
|
|||
Expired
|
(225
|
)
|
|
10.92
|
|
|
|
|
|
|||
Outstanding at December 31, 2012
|
60,775
|
|
|
$
|
11.09
|
|
|
4.7
|
|
$
|
713
|
|
Unvested and expected to vest at December 31, 2012
|
9,996
|
|
|
$
|
12.54
|
|
|
6.6
|
|
$
|
103
|
|
Vested and exercisable at December 31, 2012
|
49,986
|
|
|
$
|
10.78
|
|
|
4.3
|
|
$
|
602
|
|
(1)
|
Stock options assumed in connection with the acquisition of Convio.
|
Unvested restricted stock awards
|
Restricted
stock awards
|
|
|
Weighted
average
grant-date
fair value
|
|
|
Unvested at January 1, 2012
|
1,079,930
|
|
|
$
|
25.22
|
|
Granted
|
687,652
|
|
|
22.77
|
|
|
Vested
|
(421,636
|
)
|
|
22.82
|
|
|
Forfeited
|
(142,760
|
)
|
|
26.00
|
|
|
Unvested at December 31, 2012
|
1,203,186
|
|
|
$
|
24.58
|
|
Unvested restricted stock units
|
Restricted
stock units
|
|
|
Weighted
average
grant-date
fair value
|
|
|
Unvested at January 1, 2012
|
159,462
|
|
|
$
|
25.60
|
|
Granted
|
30,738
|
|
|
21.41
|
|
|
Assumed
(1)
|
331,196
|
|
|
28.84
|
|
|
Forfeited
|
(53,976
|
)
|
|
27.84
|
|
|
Vested
|
(77,507
|
)
|
|
27.59
|
|
|
Unvested at December 31, 2012
|
389,913
|
|
|
$
|
27.55
|
|
(1)
|
Restricted stock units assumed in connection with the acquisition of Convio.
|
Stock appreciation rights
|
Stock
appreciation
rights
|
|
|
Weighted
average
exercise
price
|
|
|
Weighted
average
remaining
contractual
term
(in years)
|
|
Aggregate
intrinsic value
(in thousands)
|
|
||
Outstanding at January 1, 2012
|
2,305,049
|
|
|
$
|
24.47
|
|
|
|
|
|
||
Granted
|
990,007
|
|
|
22.66
|
|
|
|
|
|
|||
Exercised
|
(246,383
|
)
|
|
21.42
|
|
|
|
|
|
|||
Forfeited
|
(213,100
|
)
|
|
26.91
|
|
|
|
|
|
|||
Expired
|
(48,745
|
)
|
|
$
|
27.00
|
|
|
|
|
|
||
Outstanding at December 31, 2012
|
2,786,828
|
|
|
$
|
23.87
|
|
|
5.2
|
|
$
|
2,160
|
|
Unvested and expected to vest at December 31, 2012
|
1,545,181
|
|
|
$
|
24.21
|
|
|
6.2
|
|
$
|
565
|
|
Vested and exercisable at December 31, 2012
|
1,194,294
|
|
|
$
|
23.39
|
|
|
3.8
|
|
$
|
1,581
|
|
|
Years ended December 31,
|
|
||||||
|
2012
|
|
|
2011
|
|
|
2010
|
|
Volatility
|
35% to 41%
|
|
|
41% to 42%
|
|
|
40% to 42%
|
|
Dividend yield
|
1.7%
|
|
|
1.7% to 1.8%
|
|
|
1.6% to 1.8%
|
|
Risk-free interest rate
|
0.5% to 0.6%
|
|
|
0.6% to 1.9%
|
|
|
0.9% to 1.9%
|
|
Expected SAR life in years
|
4
|
|
|
4
|
|
|
4
|
|
•
|
The ECBU is focused on marketing, sales, delivery and support to large and/or strategic, specifically identified prospects and customers in North America;
|
•
|
The GMBU is focused on marketing, sales, delivery and support to all emerging and mid-sized prospects and customers in North America;
|
•
|
The IBU is focused on marketing, sales, delivery and support to all prospects and customers outside of North America; and
|
•
|
Target Analytics is primarily focused on marketing, sales and delivery of analytics services to all prospects and customers in North America.
|
|
Year ended December 31,
|
|
|||||||||
(in thousands)
|
2012
|
|
|
2011
|
|
|
2010
|
|
|||
Revenue by segment:
|
|
|
|
|
|
||||||
ECBU
|
$
|
165,161
|
|
|
$
|
127,945
|
|
|
$
|
104,764
|
|
GMBU
|
203,177
|
|
|
171,999
|
|
|
159,336
|
|
|||
IBU
|
40,068
|
|
|
33,841
|
|
|
27,322
|
|
|||
Target Analytics
|
37,453
|
|
|
35,769
|
|
|
33,313
|
|
|||
Other
(1)
|
1,560
|
|
|
1,314
|
|
|
1,830
|
|
|||
Total revenue
|
$
|
447,419
|
|
|
$
|
370,868
|
|
|
$
|
326,565
|
|
Segment operating income
(2)
:
|
|
|
|
|
|
||||||
ECBU
|
$
|
74,134
|
|
|
$
|
53,141
|
|
|
$
|
48,825
|
|
GMBU
|
121,120
|
|
|
101,572
|
|
|
91,827
|
|
|||
IBU
|
5,755
|
|
|
6,922
|
|
|
7,883
|
|
|||
Target Analytics
|
17,451
|
|
|
16,882
|
|
|
16,472
|
|
|||
Other
(1)
|
600
|
|
|
1,203
|
|
|
794
|
|
|||
|
219,060
|
|
|
179,720
|
|
|
165,801
|
|
|||
Less:
|
|
|
|
|
|
||||||
Corporate unallocated costs
(3)
|
163,036
|
|
|
106,330
|
|
|
99,586
|
|
|||
Stock-based compensation costs
|
19,240
|
|
|
14,884
|
|
|
13,059
|
|
|||
Amortization expense
|
17,349
|
|
|
7,578
|
|
|
7,132
|
|
|||
Interest expense (income), net
|
5,718
|
|
|
17
|
|
|
(10
|
)
|
|||
Other expense (income), net
|
392
|
|
|
(346
|
)
|
|
98
|
|
|||
Income before provision for income taxes
|
$
|
13,325
|
|
|
$
|
51,257
|
|
|
$
|
45,936
|
|
(1)
|
Other includes revenue and the related costs from the sale of products and services not directly attributable to an operating segment.
|
(2)
|
Segment operating income includes direct, controllable costs related to the sale of products and services by the reportable segment, except for IBU, which includes operating costs from our foreign locations such as sales, marketing, general, administrative, depreciation and facilities costs.
|
(3)
|
Corporate unallocated costs include research and development, depreciation expense, and certain corporate sales, marketing, general and administrative expenses.
|
(in thousands)
|
United States
|
|
|
Canada
|
|
|
Europe
|
|
|
Pacific
|
|
|
Total Foreign
|
|
|
Total
|
|
||||||
Revenue from external customers:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
2012
|
$
|
386,376
|
|
|
$
|
22,770
|
|
|
$
|
23,022
|
|
|
$
|
15,251
|
|
|
$
|
61,043
|
|
|
$
|
447,419
|
|
2011
|
317,305
|
|
|
21,725
|
|
|
21,162
|
|
|
10,676
|
|
|
53,563
|
|
|
370,868
|
|
||||||
2010
|
282,450
|
|
|
17,862
|
|
|
19,251
|
|
|
7,002
|
|
|
44,115
|
|
|
326,565
|
|
||||||
Property and equipment:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
December 31, 2012
|
$
|
47,826
|
|
|
$
|
188
|
|
|
$
|
810
|
|
|
$
|
239
|
|
|
$
|
1,237
|
|
|
$
|
49,063
|
|
December 31, 2011
|
33,255
|
|
|
106
|
|
|
772
|
|
|
264
|
|
|
1,142
|
|
|
34,397
|
|
(in thousands, except per share data)
|
December 31, 2012
|
|
|
September 30, 2012
|
|
|
June 30, 2012
|
|
|
March 31, 2012
|
|
||||
Total revenue
|
$
|
120,051
|
|
|
$
|
122,472
|
|
|
$
|
110,190
|
|
|
$
|
94,706
|
|
Gross profit
|
64,299
|
|
|
67,344
|
|
|
59,685
|
|
|
53,631
|
|
||||
Income from operations
|
9,875
|
|
|
6,185
|
|
|
(1,877
|
)
|
|
5,252
|
|
||||
Income before provision for income taxes
|
7,342
|
|
|
4,629
|
|
|
(3,446
|
)
|
|
4,800
|
|
||||
Net income
|
3,270
|
|
|
2,825
|
|
|
(2,271
|
)
|
|
2,759
|
|
||||
Earnings per share
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
0.07
|
|
|
$
|
0.06
|
|
|
$
|
(0.05
|
)
|
|
$
|
0.06
|
|
Diluted
|
$
|
0.07
|
|
|
$
|
0.06
|
|
|
$
|
(0.05
|
)
|
|
$
|
0.06
|
|
|
|
|
|
|
|
|
|
||||||||
(in thousands, except per share data)
|
December 31, 2011
|
|
|
September 30, 2011
|
|
|
June 30, 2011
|
|
|
March 31, 2011
|
|
||||
Total revenue
|
$
|
95,045
|
|
|
$
|
95,413
|
|
|
$
|
93,782
|
|
|
$
|
86,628
|
|
Gross profit
|
52,971
|
|
|
55,722
|
|
|
54,494
|
|
|
50,487
|
|
||||
Income from operations
|
10,599
|
|
|
16,034
|
|
|
14,487
|
|
|
9,808
|
|
||||
Income before provision for income taxes
|
10,760
|
|
|
15,923
|
|
|
14,688
|
|
|
9,886
|
|
||||
Net income
|
6,351
|
|
|
10,214
|
|
|
9,362
|
|
|
7,293
|
|
||||
Earnings per share
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
0.15
|
|
|
$
|
0.23
|
|
|
$
|
0.22
|
|
|
$
|
0.17
|
|
Diluted
|
$
|
0.14
|
|
|
$
|
0.23
|
|
|
$
|
0.21
|
|
|
$
|
0.17
|
|
|
Total amount expected to be incurred
|
|
|
Included in accrued expenses and other current liabilities at
|
|
||
(in thousands)
|
December 31, 2012
|
|
|||||
Employee severance costs
|
$
|
546
|
|
|
$
|
137
|
|
Employee relocation costs
|
589
|
|
|
—
|
|
||
Employee retention costs
|
152
|
|
|
38
|
|
||
|
$
|
1,287
|
|
|
$
|
175
|
|
1.
|
Nature of the Business
. For purposes of this Agreement, the “
Business
” shall be defined as products and/or services that are
both
(1) related to the design, development, marketing, sale or servicing of software, software applications, internet applications, donor research and management, prospective donor analysis or e-commerce solutions, or consulting with respect thereto;
and
(2) used by non-profit organizations in connection with fund raising, e-commerce, accounting, school administration or ticketing.
|
2.
|
Consideration.
In return for the restrictions, promises, and other terms contained herein, upon Employee signing this agreement Company shall grant shares to Employee (“Bonus RSUs”) pursuant to the 2012 LTIP Award. The Bonus RSUs shall be governed by, and shall vest and must be used in accordance with, the Company’s Stock Plan. The Bonus RSUs have no independent cash value, and may not be exchanged for any other payment or benefit at any time. Employee expressly acknowledges and agrees that the Bonus RSUs constitute good, valuable, and sufficient consideration for the restrictions, covenants, promises, and other terms reflected in this Agreement.
|
3.
|
Covenants Not to Use or Disclose Confidential Information
.
|
(a)
|
Employee will hold all Confidential Information in strict confidence and will not use, publish, divulge or otherwise reveal or allow to be revealed any portion thereof to any third person, Company or other entity, except to or with the prior written consent of the Company;
|
(b)
|
Employee will use his/her best efforts to assure that all Confidential Information is properly protected and kept from unauthorized persons or entities, and will immediately report to the Company any misuse of Confidential Information by another person or entity that Employee may encounter or of which Employee may become aware;
|
(c)
|
Employee will make no use of any Confidential Information except such use as is required in the performance of Employee’s services for the Company; and
|
(d)
|
Upon termination of Employee’s employment with the Company for any reason, or upon the Company’s request, Employee will immediately deliver to the Company all documents, software, hardware, written materials and other items of any kind, and any copies thereof that contain Confidential Information.
|
4.
|
Covenant Not to Compete or Solicit Customers
.
|
(a)
|
Employee acknowledges that the services he/she is to render are of a special and unusual nature with a unique value to the Company, the loss of which cannot adequately be compensated by damages. As a material inducement to the Company to employ and pay compensation to Employee, Employee hereby promises and agrees that during the term of Employee’s employment and for one (1) year following the termination of his/her employment (the “Restricted Period”), he/she will not, either directly or indirectly, for himself/herself or on behalf of any other person, business, enterprise or entity, compete with the Company (i) by providing services similar to the Business of the Company to any other person, business, enterprise or entity that competes with the Company; or (ii) by taking a position (x) substantially similar to Employee’s position with the Company with a person, business enterprise or entity that competes with the Company or (y) which would involve the use of the Company’s Confidential Information which Employee obtained by reason of having worked for the Company or by participating or engaging in the Company’s Business.
|
(b)
|
In addition to, but not in limitation of the restrictions set forth above, Employee further promises and agrees that unless the Company has given its prior written consent, which can be withheld in its sole discretion, he/she will not advertise or market services as a Company employee or former Company employee or as an expert in any Company products or services or any similar designation in connection with the foregoing. In the event Employee’s employment hereunder is terminated, during the term of Employee’s employment and for one (1) year following termination of his/her employment, he/she will not, directly or indirectly, either on behalf of himself/herself or any other person, business, enterprise or entity, (i) solicit the Company’s Customers for any business purpose in competition with or in conflict with the Business of the Company or (ii) divert business away from the Company with respect to the Company’s Customers. For purposes of this Agreement “
Customers
” shall mean any current customer or prospective customer of the Company (1) with whom Employee had contact directly or indirectly in connection with Employee’s employment with the Company during the two (2) years prior to the termination of Employee’s employment with the Company; or (ii) about whom Employee had access to proprietary, confidential, or commercially advantageous information through Employee’s employment by the Company during the two (2) year period prior to the termination of Employee’s employment with the Company.
|
5.
|
Covenant Not to Solicit Employees
. In the event Employee’s employment hereunder is terminated, for a period of one (1) year after the termination, Employee will not, directly or indirectly, either on behalf of himself/herself or any other person, business, enterprise or entity, solicit for employment, employ, hire, contract with, or otherwise engage any Applicable Personnel. For purposes of this Section, “Applicable Personnel” means any person that was employed or engaged as an employee or independent contractor of the Company at any time during the six (6) month period prior to termination of Employee’s employment with the Company.
|
6.
|
Exclusive Employment
. Employee shall not, without the express prior written consent of the Company, directly or indirectly, during Employee’s employment with the Company, render professional services to any person or firm for compensation or engage in any activity competitive with and/or adverse to the Company’s purposes, mission or interests, whether alone, as a partner or member, or as an officer, director, employee or shareholder of any other corporation or entity or as a trustee, fiduciary or other representative of any other activity or entity, except with the express written approval of the Company, which the Company may revoke at any time in its sole discretion.
|
7.
|
Ownership and Assignment of Inventions
. Employee understands and agrees that Employee is performing work for hire for the Company and that any Inventions (as defined below) developed or conceived by Employee during Employee’s employment with the Company are the sole property of the Company. “
Inventions
” shall include any inventions, improvements, developments, discoveries, programs, designs, products, processes, information systems and software, as well as any other concepts, works and ideas, whether patentable or not, relating to any present or prospective activities or Business of the Company. Employee agrees to make the Company aware of all such Inventions. To the maximum extent permitted by applicable law, Employee further agrees to assign and does hereby assign to the Company all rights, title and interest in and to all such Inventions hereafter made by Employee. This Section does not apply to any Invention for which Employee affirmatively proves that: (a) no equipment, supplies, facility, trade secrets, or Confidential Information of the Company was used; (b) the Invention was developed entirely on Employee’s own time; and (c) the Invention did not result, either directly or indirectly, from any work performed by Employee for the Company.
|
8.
|
Remedies
. It is stipulated and agreed that a breach by Employee of any of the covenants contained in Sections 3, 4, 5, 6 or 7 of this Agreement would cause irreparable damage to the Company. The Company, in addition to any other rights or remedies that the Company may have, shall be entitled to an injunction restraining Employee from violating or continuing any violation of such covenants. Such right to obtain injunctive relief may be exercised at the option of the Company, concurrently with, prior to, after, or in lieu of the exercise of any other rights or remedies that the Company may have as a result of any such breach or threatened breach of this Agreement. Employee agrees that upon breach of any of the covenants contained in Sections 3, 4, 5, 6 or 7 of this Agreement, the Company shall be entitled to an accounting and repayment of all profits, royalties, compensation, and/or other benefits that Employee directly or indirectly has realized or may realize as a result of, or in connection with, any such breach. Employee further agrees that she will be liable for any expenses the Company may incur, including attorneys’ fees, to enforce the terms of this Agreement.
|
9.
|
No Effect on Trade Secret Laws
. Notwithstanding anything herein to the contrary, nothing in this Agreement is intended to alter, limit (temporally, geographically, or otherwise), or have any effect whatsoever on Employee’s obligation to refrain from disclosing the Company’s trade secrets. Nothing in this Agreement shall limit or otherwise affect the Company’s remedies for any violation of applicable trade secrets laws, all of which shall be cumulative to any remedies available to the Company for a breach of this Agreement.
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10.
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Other Agreements/Warranties
. Employee warrants that Employee is not bound by the terms of a confidentiality agreement or non-competition agreement or any other agreement with a former employer or other third party that would preclude Employee from accepting employment with the Company or that would preclude Employee from effectively performing Employee’s duties for the Company. Employee further warrants that Employee has the right to make all disclosures that Employee will make to the Company during the course of Employee’s employment with the Company. Employee agrees that Employee shall not disclose to the Company, or seek to induce the Company to use, any confidential information in the nature of trade secrets or other proprietary information belonging to others and that in the event that the Company directs Employee to perform tasks that would result in the disclosure or use of any such confidential information, that Employee shall notify the Company in advance of any such disclosure. Employee agrees to defend, indemnify, and hold harmless the Company for any losses that it incurs as a result of the Employee’s violation of any non-competition, non-solicitation, non-disclosure, or trade secret obligations that she may have to any other party during her Employment with the Company.
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11.
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Acknowledgment of Reasonableness
. Employee has carefully read and considered the provisions of this Agreement, has had the opportunity to consult with an attorney of Employee’s choice, and agrees that the restrictions and remedies set forth herein are fair and reasonably required for the protection of the Company. In the event that any provision relating to the scope of the restrictions shall be declared by a court of competent jurisdiction to exceed the maximum scope that such court deems reasonable and enforceable under applicable law, the Company and the Employee agree that the scope of the restriction held reasonable and enforceable by the court shall thereafter be the scope of this Agreement.
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12.
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Severability; Survival
. The covenants described herein and all provisions and sub-provisions of this Agreement are intended to be severable. If any term, covenant, provision, sub-provision, or portion thereof is held to be invalid, void or unenforceable by a court of competent jurisdiction for any reason whatsoever, such ruling shall not affect the remainder of this Agreement, which shall remain in full force and effect.
Any provision of this Agreement that contemplates performance or observance subsequent to termination of this Agreement, regardless of the date, cause or manner of such termination, shall survive such termination and shall continue in full force and effect.
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13.
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Dispute Resolution; Applicable Law
. Except as otherwise set forth in Section 8 above, the parties agree that all disputes, claims and controversies arising out of this Agreement shall be settled by arbitration in accordance with the American Arbitration Association rules, such arbitration to take place in the location of the Company office to which Employee is assigned, and judgment upon the award rendered in any such arbitration may be entered in any court, state or federal, having jurisdiction. This Agreement and any dispute or controversy arising out of or relating to this Agreement shall, in all respects, be governed by and construed according to the laws of the State of South Carolina, without regard to its conflict of law principles.
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14.
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Waiver
. Any waiver of a breach of any provision of this Agreement must be in writing and signed by the waiving party. Any waiver of a breach of any provision of this Agreement shall not operate or be construed as a waiver of, or estoppel with respect to, any subsequent breach of such provision or any other provision of this Agreement. The failure of a party to insist upon strict adherence to any term of this Agreement on any occasion shall not deprive that party of its right thereafter to insist upon strict adherence to that term or any other term of this Agreement.
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15.
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Employment At-Will
.
Nothing in this Agreement shall be interpreted to create a contract of employment for any specific time. Employee is and shall remain an employee at-will, and either party may terminate the employment relationship at any time for any reason or no reason at all.
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16.
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Entire Agreement
. This Agreement constitutes the entire agreement between the parties as of the date hereof with respect to the subject matter hereof and supersedes any previous understandings, representations, statements and agreements, whether oral or written, between or among the parties with respect to the subject matter hereof. This Agreement may be modified only by written agreement, signed by all of the parties and expressly purporting to modify this Agreement.
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17.
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No Assignment / Binding Effect
. Employee may not assign this Agreement to any other person or entity without the Company’s express written consent, which may be withheld for any reason or no reason at all. This Agreement shall be binding on Employee’s heirs, successors, and permitted assigns.
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18.
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No Construction Against Drafter
. The Company and Employee each represent and warrant that they each contributed to the negotiation and drafting of this Agreement and that it should not be construed against either party.
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19.
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Execution
.
This Agreement may be executed by one or parties in the form of an electronic signature, which will constitute an original and binding signature of a party. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same Agreement.
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*
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All subsidiaries are 100% owned by Blackbaud, Inc.
,
except Blackbaud Canada, Inc., which is 100% owned by Blackbaud, LLC; Blackbaud Europe Ltd., Blackbaud Pacific Pty., RLC Customer Centric Technology B.V. and Blackbaud Asia Limited, which are 100% owned by Blackbaud Global Ltd.; Everyday Hero Pty. Ltd., which is 100% owned by Blackbaud Pacific Pty.; Everyday Hero Ltd., which is 100% owned by Everyday Hero Pty. Ltd; and GetActive Software, Inc., StrategicOne, Inc. and Convio (UK) Limited, which are 100% owned by Convio, Inc.
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|
/S/
P
RICEWATERHOUSE
C
OOPERS
LLP
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|
Charlotte, North Carolina
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February 27, 2013
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1.
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I have reviewed this annual report on Form 10-K of Blackbaud, Inc.;
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2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;
|
c.
|
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a.
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b.
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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Date:
|
February 27, 2013
|
By:
|
|
/s/ Marc E. Chardon
|
|
|
|
|
Marc E. Chardon
|
|
|
|
|
President and Chief Executive Officer
|
1.
|
I have reviewed this annual report on Form 10-K of Blackbaud, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;
|
c.
|
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a.
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b.
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date:
|
February 27, 2013
|
By:
|
|
/s/ Anthony W. Boor
|
|
|
|
|
Anthony W. Boor
|
|
|
|
|
Senior Vice President and Chief Financial Officer
|
1.
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
2.
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of, and for, the periods presented in the Report.
|
Date:
|
February 27, 2013
|
By:
|
|
/s/ Marc E. Chardon
|
|
|
|
|
Marc E. Chardon
|
|
|
|
|
President and Chief Executive Officer
|
1.
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
2.
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of, and for, the periods presented in the Report.
|
Date:
|
February 27, 2013
|
By:
|
|
/s/ Anthony W. Boor
|
|
|
|
|
Anthony W. Boor
|
|
|
|
|
Senior Vice President and Chief Financial Officer
|