FORM 10-Q 2014 Q2


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 10-Q
 
ý
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2014
or
¨
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                     to                     .
Commission file number: 000-50600
 
BLACKBAUD, INC.
(Exact name of registrant as specified in its charter)
 
Delaware
11-2617163
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)
2000 Daniel Island Drive
Charleston, South Carolina 29492
(Address of principal executive offices, including zip code)
(843) 216-6200
(Registrant’s telephone number, including area code)
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    YES  ý    NO  ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    YES  ý    NO  ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer    ý
Accelerated filer                      
¨
Non-accelerated filer      ¨ (Do not check if a smaller reporting company)
Smaller reporting company    
¨
Indicate by check mark whether registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  
YES  ¨  NO  ý
The number of shares of the registrant’s Common Stock outstanding as of July 25, 2014 was 46,178,721.



BLACKBAUD, INC.
TABLE OF CONTENTS
 
 
 
 
Page No.
PART I.
 
 
 
 
 
 
Item 1.
 
 
 
 
 
 
 
 
 
 
 
 
Item 2.
 
Management's discussion and analysis of financial condition and results of operations
Item 3.
 
Item 4.
 
 
 
 
 
PART II.
 
 
Item 2.
 
Item 6.
 
 
 
 
 
 

















Safe Harbor Cautionary Statement
This Quarterly Report on Form 10-Q, including the section titled “Management's discussion and analysis of financial condition and results of operations” in Part I, Item 2, contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements consist of, among other things, trend analyses, statements regarding future events, future financial performance, our anticipated growth, the effect of general economic and market conditions, our business strategy and our plan to build and grow our business, our operating results, our ability to successfully integrate acquired businesses and technologies, the effect of foreign currency exchange rate and interest rate fluctuations on our financial results, the impact of expensing stock-based compensation, the sufficiency of our capital resources, our ability to meet our ongoing debt and obligations as they become due, and potential litigation involving us, all of which are based on current expectations, estimates, and forecasts, and the beliefs and assumptions of our management. Words such as “expects,” “anticipates,” “aims,” “projects,” “intends,” “plans,” “likely,” “will,” “should,” “believes,” “estimates,” “seeks,” variations of such words, and similar expressions are also intended to identify such forward-looking statements. These forward-looking statements are subject to risks, uncertainties and assumptions that are difficult to predict. Therefore, actual results may differ materially and adversely from those expressed in any forward-looking statements. Factors that could cause actual results to differ materially from our expectations expressed in the report include: general economic risks; lengthy sales and implementation cycles, particularly in larger organizations; uncertainty regarding increased business and renewals from existing customers; continued success in sales growth; management of integration of recently acquired companies and other risks associated with acquisitions; the ability to attract and retain key personnel; risks associated with successful implementation of multiple integrated software products; risks related to our dividend policy and stock repurchase program, including potential limitations on our ability to grow and the possibility that we might discontinue payment of dividends; risks relating to restrictions imposed by our credit facility; risks associated with management of growth; technological changes that make our products and services less competitive; and the other risk factors set forth from time to time in our SEC filings. Factors that could cause or contribute to such differences include, but are not limited to, those summarized under Risk Factors in our annual report on Form 10-K for the year ended December 31, 2013, and our quarterly reports on Forms 10-Q. Given these risks and uncertainties, you should not place undue reliance on these forward-looking statements. Also, forward-looking statements represent our management's beliefs and assumptions only as of the date of this quarterly report on Form 10-Q. Except as required by law, we do not intend, and undertake no obligation to revise or update these forward-looking statements, or to update the reasons actual results could differ materially from those anticipated in these forward-looking statements, even if new information becomes available in the future.




PART I. FINANCIAL INFORMATION
Item 1.        Financial Statements
Blackbaud, Inc.
Consolidated balance sheets
(Unaudited) 
(in thousands, except share amounts)
June 30,
2014

 
December 31,
2013

Assets
 
 
 
Current assets:
 
 
 
Cash and cash equivalents
$
24,847

 
$
11,889

Donor restricted cash
44,339

 
107,362

Accounts receivable, net of allowance of $5,259 and $5,613 at June 30, 2014 and December 31, 2013, respectively
84,425

 
66,969

Prepaid expenses and other current assets
28,271

 
30,115

Deferred tax asset, current portion
10,241

 
13,434

Total current assets
192,123

 
229,769

Property and equipment, net
47,390

 
49,550

Goodwill
277,200

 
264,599

Intangible assets, net
150,877

 
143,441

Other assets
20,668

 
19,251

Total assets
$
688,258

 
$
706,610

Liabilities and stockholders’ equity
 
 
 
Current liabilities:
 
 
 
Trade accounts payable
$
8,904

 
$
10,244

Accrued expenses and other current liabilities
45,160

 
40,443

Donations payable
44,339

 
107,362

Debt, current portion
4,375

 
17,158

Deferred revenue, current portion
190,228

 
181,475

Total current liabilities
293,006

 
356,682

Debt, net of current portion
167,770

 
135,750

Deferred tax liability
36,323

 
36,880

Deferred revenue, net of current portion
10,187

 
9,099

Other liabilities
7,994

 
6,655

Total liabilities
515,280

 
545,066

Commitments and contingencies (see Note 12)

 

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

 
—

Common stock, $0.001 par value; 180,000,000 shares authorized, 55,776,295 and 55,699,817 shares issued at June 30, 2014 and December 31, 2013, respectively
56

 
56

Additional paid-in capital
230,944

 
220,763

Treasury stock, at cost; 9,599,751 and 9,573,102 shares at June 30, 2014 and December 31, 2013, respectively
(184,173
)
 
(183,288
)
Accumulated other comprehensive loss
(1,297
)
 
(1,385
)
Retained earnings
127,448

 
125,398

Total stockholders’ equity
172,978

 
161,544

Total liabilities and stockholders’ equity
$
688,258

 
$
706,610

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

1


Blackbaud, Inc.
Consolidated statements of comprehensive income
(Unaudited)
(in thousands, except share and per share amounts)
Three months ended June 30,
 
 
Six months ended June 30,
 
2014

 
2013

 
2014

 
2013

Revenue
 
 
 
 
 
 
 
License fees
$
4,541

 
$
5,990

 
$
8,448

 
$
8,970

Subscriptions
64,985

 
51,964

 
123,253

 
99,720

Services
31,795

 
31,368

 
59,925

 
60,206

Maintenance
36,527

 
34,122

 
72,179

 
68,270

Other revenue
1,540

 
2,024

 
3,205

 
3,925

Total revenue
139,388

 
125,468

 
267,010

 
241,091

Cost of revenue
 
 
 
 
 
 
 
Cost of license fees
497

 
643

 
1,027

 
1,368

Cost of subscriptions
31,749

 
21,605

 
61,873

 
41,988

Cost of services
25,540

 
26,503

 
51,803

 
51,902

Cost of maintenance
5,983

 
6,561

 
11,397

 
12,435

Cost of other revenue
927

 
1,301

 
1,926

 
2,498

Total cost of revenue
64,696

 
56,613

 
128,026

 
110,191

Gross profit
74,692

 
68,855

 
138,984

 
130,900

Operating expenses
 
 
 
 
 
 
 
Sales and marketing
26,433

 
24,423

 
51,549

 
48,815

Research and development
18,064

 
16,483

 
34,558

 
32,912

General and administrative
13,781

 
12,849

 
26,599

 
25,591

Restructuring
—

 
146

 
—

 
3,356

Amortization
418

 
636

 
1,005

 
1,314

Total operating expenses
58,696

 
54,537

 
113,711

 
111,988

Income from operations
15,996

 
14,318

 
25,273

 
18,912

Interest income
13

 
20

 
29

 
37

Interest expense
(1,328
)
 
(1,497
)
 
(2,787
)
 
(3,191
)
Loss on debt extinguishment and termination of derivative instruments
—

 
—

 
(996
)
 
—

Other income (expense), net
225

 
(309
)
 
(11
)
 
(206
)
Income before provision for income taxes
14,906

 
12,532

 
21,508

 
15,552

Income tax provision
5,626

 
5,909

 
8,414

 
6,263

Net income
$
9,280

 
$
6,623

 
$
13,094

 
$
9,289

Earnings per share
 
 
 
 
 
 
 
Basic
$
0.21

 
$
0.15

 
$
0.29

 
$
0.21

Diluted
$
0.20

 
$
0.15

 
$
0.29

 
$
0.21

Common shares and equivalents outstanding
 
 
 
 
 
 
 
Basic weighted average shares
45,155,955

 
44,538,444

 
45,141,878

 
44,506,157

Diluted weighted average shares
45,660,910

 
45,349,666

 
45,607,106

 
45,190,158

Dividends per share
$
0.12

 
$
0.12

 
$
0.24

 
$
0.24

Other comprehensive (loss) income
 
 
 
 
 
 
 
Foreign currency translation adjustment
(385
)
 
(266
)
 
170

 
19

Unrealized (loss) gain on derivative instruments, net of tax
(394
)
 
429

 
(82
)
 
548

Total other comprehensive (loss) income
(779
)
 
163

 
88

 
567

Comprehensive income
$
8,501

 
$
6,786

 
$
13,182

 
$
9,856

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

2


Blackbaud, Inc.
Consolidated statements of cash flows
(Unaudited)
 
Six months ended June 30,
 
(in thousands)
2014

 
2013

Cash flows from operating activities
 
 
 
Net income
$
13,094

 
$
9,289

Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
Depreciation and amortization
21,194

 
21,576

Provision for doubtful accounts and sales returns
2,966

 
1,246

Stock-based compensation expense
8,044

 
9,895

Excess tax benefits from stock-based compensation
(2,067
)
 
—

Deferred taxes
1,757

 
4,933

Impairment of capitalized software development costs due to business combination
770

 
—

Amortization of deferred financing costs and discount
343

 
306

Loss on debt extinguishment and termination of derivative instruments
996

 
—

Other non-cash adjustments
1,488

 
91

Changes in operating assets and liabilities, net of acquisition of businesses:
 
 
 
Accounts receivable
(15,096
)
 
(11,966
)
Prepaid expenses and other assets
2,941

 
8,319

Trade accounts payable
(1,333
)
 
(4,586
)
Accrued expenses and other liabilities
4,419

 
(9,731
)
Donor restricted cash
62,609

 
41,505

Donations payable
(62,609
)
 
(41,505
)
Deferred revenue
5,588

 
8,100

Net cash provided by operating activities
45,104

 
37,472

Cash flows from investing activities
 
 
 
Purchase of property and equipment
(5,423
)
 
(10,068
)
Purchase of net assets of acquired companies, net of cash acquired
(32,762
)
 
(876
)
Capitalized software development costs
(3,831
)
 
(1,643
)
Net cash used in investing activities
(42,016
)
 
(12,587
)
Cash flows from financing activities
 
 
 
Proceeds from issuance of debt
201,000

 
27,900

Payments on debt
(180,002
)
 
(47,900
)
Debt issuance costs
(2,484
)
 
—

Proceeds from exercise of stock options
107

 
221

Excess tax benefits from stock-based compensation
2,067

 
—

Dividend payments to stockholders
(11,081
)
 
(10,959
)
Net cash provided by (used in) financing activities
9,607

 
(30,738
)
Effect of exchange rate on cash and cash equivalents
263

 
(338
)
Net increase (decrease) in cash and cash equivalents
12,958

 
(6,191
)
Cash and cash equivalents, beginning of period
11,889

 
13,491

Cash and cash equivalents, end of period
$
24,847

 
$
7,300

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

3


Blackbaud, Inc.
Consolidated statements of stockholders’ equity
(Unaudited)
 
(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, 2012
54,859,604

 
$
55

 
$
203,638

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

 
$
147,684

Net income
—

 
—

 
—

 
—

 
—

 
30,472

 
30,472

Payment of dividends
—

 
—

 
—

 
—

 
—

 
(22,081
)
 
(22,081
)
Exercise of stock options and stock appreciation rights and vesting of restricted stock units
609,500

 
—

 
385

 
—

 
—

 
—

 
385

Surrender of 363,731 shares upon vesting of restricted stock and restricted stock units and exercise of stock appreciation rights
—

 
—

 
—

 
(12,390
)
 
—

 
—

 
(12,390
)
Tax impact of exercise of equity-based compensation
—

 
—

 
(25
)
 
—

 
—

 
—

 
(25
)
Stock-based compensation
—

 
—

 
16,765

 
—

 
—

 
145

 
16,910

Restricted stock grants
458,462

 
1

 
—

 
—

 
—

 
—

 
1

Restricted stock cancellations
(227,749
)
 
—

 
—

 
—

 
—

 
—

 
—

Other comprehensive income
—

 
—

 
—

 
—

 
588

 
—

 
588

Balance at December 31, 2013
55,699,817

 
$
56

 
$
220,763

 
$
(183,288
)
 
$
(1,385
)
 
$
125,398

 
$
161,544

Net income
—

 
—

 
—

 
—

 
—

 
13,094

 
13,094

Payment of dividends
—

 
—

 
—

 
—

 
—

 
(11,081
)
 
(11,081
)
Exercise of stock options and stock appreciation rights and vesting of restricted stock units
72,781

 
—

 
107

 
—

 
—

 
—

 
107

Surrender of 26,649 shares upon vesting of restricted stock and restricted stock units and exercise of stock appreciation rights
—

 
—

 
—

 
(885
)
 
—

 
—

 
(885
)
Tax impact of exercise of equity-based compensation
—

 
—

 
2,067

 
—

 
—

 
—

 
2,067

Stock-based compensation
—

 
—

 
8,007

 
—

 
—

 
37

 
8,044

Restricted stock grants
66,184

 
—

 
—

 
—

 
—

 
—

 
—

Restricted stock cancellations
(62,487
)
 
—

 
—

 
—

 
—

 
—

 
—

Other comprehensive income
—

 
—

 
—

 
—

 
88

 
—

 
88

Balance at June 30, 2014
55,776,295

 
$
56

 
$
230,944

 
$
(184,173
)
 
$
(1,297
)
 
$
127,448

 
$
172,978

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

4
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Blackbaud, Inc.
Notes to consolidated financial statements
(Unaudited)



1. Organization
We provide cloud-based and on-premise software solutions and related services designed specifically for nonprofit organizations. Our products and services enable nonprofit organizations to increase donations, reduce fundraising costs, improve communications with constituents, manage their finances and optimize internal operations. As of June 30, 2014, we had more than 30,000 active customers distributed across multiple verticals within the nonprofit market including education, foundations, health and human services, religion, arts and cultural, public and societal benefits, environment and animal welfare, as well as international affairs.
2. Summary of significant accounting policies
Unaudited interim consolidated financial statements
The accompanying interim consolidated financial statements have been prepared pursuant to the rules and regulations of the United States Securities and Exchange Commission (“SEC”) for interim financial reporting. These consolidated statements are unaudited and, in the opinion of management, include all adjustments (consisting of normal recurring adjustments and accruals) necessary to state fairly the consolidated balance sheets, consolidated statements of comprehensive income, consolidated statements of cash flows and consolidated statements of stockholders’ equity, for the periods presented in accordance with accounting principles generally accepted in the United States (“GAAP”). The consolidated balance sheet at December 31, 2013, has been derived from the audited consolidated financial statements at that date. Operating results and cash flows for the six months ended June 30, 2014 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2014, or any other future period. Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with GAAP have been omitted in accordance with the rules and regulations for interim reporting of the SEC. These interim consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2013, and other forms filed with the SEC from time to time.
In order to provide comparability between periods presented, amortization of software development costs and amortization of deferred financing costs and discount have been separated from other non-cash adjustments in the previously reported consolidated statements of cash flows to conform to the consolidated statement of cash flow presentation of the current period. After this change in presentation, amounts related to the amortization of software development costs are included in depreciation and amortization and amounts related to the amortization of deferred financing costs and discount are presented separately within cash flows from operating activities.
Basis of consolidation
The consolidated financial statements include the accounts of Blackbaud, Inc. and its wholly-owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation.
Use of estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, as well as the reported amounts of revenues and expenses during the reporting periods. On an ongoing basis, we reconsider and evaluate our estimates and assumptions, including those that impact revenue recognition, long-lived and finite-lived intangible assets and goodwill, stock-based compensation, the provision for income taxes, capitalization of software development costs, our allowances for sales returns and doubtful accounts, deferred sales commissions and professional services costs, the valuation of derivative instruments, our accounting for business combinations and loss contingencies. Changes in the facts or circumstances underlying these estimates could result in material changes and actual results could materially differ from these estimates.
Revenue recognition
Our revenue is primarily generated from the following sources: (i) charging for the use of our software products in a hosted environment; (ii) providing software maintenance and support services; (iii) providing professional services including

5
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Blackbaud, Inc.
Notes to consolidated financial statements (continued)
(Unaudited)


implementation, training, consulting, analytic, hosting and other services; and (iv) selling perpetual licenses of our software products.
We recognize revenue when all of the following conditions are met:
•Persuasive evidence of an arrangement exists;
•The products or services have been delivered;
•The fee is fixed or determinable; and
•Collection of the resulting receivable is probable.
Determining whether and when these criteria have been met can require significant judgment and estimates. We deem acceptance of an agreement to be evidence of an arrangement. Delivery of our services occurs when the services have been performed. Delivery of our products occurs when the product is shipped or transmitted, and title and risk of loss have transferred to the customers. Our typical agreements do not include customer acceptance provisions; however, if acceptance provisions are provided, delivery is deemed to occur upon acceptance. We consider the fee to be fixed or determinable unless the fee is subject to refund or adjustment or is not payable within our standard payment terms. Payment terms greater than 90 days are considered to be beyond our customary payment terms. Collection is deemed probable if we expect that the customer will be able to pay amounts under the arrangement as they become due. If we determine that collection is not probable, we defer revenue recognition until collection. Revenue is recognized net of sales returns and allowances.
We follow guidance provided in ASC 605-45, Principal Agent Considerations, which states that determining whether a company should recognize revenue based on the gross amount billed to a customer or the net amount retained is a matter of judgment that depends on the facts and circumstances of the arrangement and that certain factors should be considered in the evaluation.
Subscriptions
We provide hosting services to customers who have purchased perpetual rights to certain of our software products (“hosting services”). Revenue from hosting services, as well as data enrichment services, data management services and online training programs, is recognized ratably beginning on the activation date over the term of the agreement, which generally ranges from one to three years. Any related set-up fees are recognized ratably over the estimated period that the customer benefits from the related hosting service. The estimated period of benefit is evaluated on an annual basis using historical customer retention information by product or service.
We make certain of our software products available for use in hosted application arrangements without licensing perpetual rights to the software (“hosted applications”). Revenue from hosted applications is recognized ratably beginning on the activation date over the term of the agreement, which generally ranges from one to three years. Any revenue related to upfront activation or set-up fees is deferred and recognized ratably over the estimated period that the customer benefits from the related hosted application. Direct and incremental costs related to upfront activation or set-up activities for hosted applications are capitalized until the hosted application is deployed and in use, and then expensed ratably over the estimated period that the customer benefits from the related hosted application.
For arrangements that have multiple elements and do not include software licenses, we allocate arrangement consideration at the inception of the arrangement to those elements that qualify as separate units of accounting. The arrangement consideration is allocated to the separate units of accounting based on relative selling price method in accordance with the selling price hierarchy, which includes: (i) vendor specific objective evidence (“VSOE”) of fair value if available; (ii) third-party evidence (“TPE”) if VSOE is not available; and (iii) best estimate of selling price (“BESP”) if neither VSOE nor TPE is available. In general, we use VSOE to allocate the selling price to subscription and service deliverables.
We offer certain payment processing services with the assistance of third-party vendors. In general, when we are the principal in a transaction based on the predominant weighting of factors identified in ASC 605-45, we record the revenue and related costs on a gross basis. Otherwise, we net the cost of revenue associated with the service against the gross amount billed to the customer and record the net amount as revenue.

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


Revenue from transaction processing services is recognized when the service is provided and the amounts are determinable. Revenue directly associated with processing donations for customers are included in subscriptions revenue.
License fees
We sell perpetual software licenses with maintenance, varying levels of professional services and, in certain instances, with hosting services. We allocate revenue to each of the elements in these arrangements using the residual method under which we first allocate revenue to the undelivered elements, typically the non-software license components, based on VSOE of fair value of the various elements. We determine VSOE of fair value of the various elements using different methods. VSOE of fair value for maintenance services associated with software licenses is based upon renewal rates stated in the agreements with customers, which demonstrate a consistent relationship of maintenance pricing as a percentage of the contractual license fee. VSOE of fair value of professional services and other products and services is based on the average selling price of these same products and services to other customers when sold on a stand-alone basis. Any remaining revenue is allocated to the delivered elements, which is normally the software license in the arrangement. In general, revenue is recognized for software licenses upon delivery to our customers.
When a software license is sold with software customization services, generally the services are to provide the customer assistance in creating special reports and other enhancements that will improve operational efficiency and/or help to support business process improvements. These services are generally not essential to the functionality of the software and the related revenues are recognized either as the services are delivered or upon completion. However, when software customization services are considered essential to the functionality of the software, we recognize revenue for both the software license and the services using the percentage-of-completion method.
Services
We generally bill consulting, installation and implementation services based on hourly rates plus reimbursable travel-related expenses. Revenue is recognized for these services over the period the services are delivered.
We recognize analytic services revenue from donor prospect research engagements, the sale of lists of potential donors, benchmarking studies and data modeling service engagements upon delivery. In arrangements where we provide customers the right to updates to the lists during the contract period, revenue is recognized ratably over the contract period.
We sell training at a fixed rate for each specific class at a per attendee price or at a packaged price for several attendees, and recognize the related revenue upon the customer attending and completing training. Additionally, we sell fixed-rate programs, which permit customers to attend unlimited training over a specified contract period, typically one year, subject to certain restrictions, and revenue in those cases is recognized ratably over the contract period.
Maintenance
We recognize revenue from maintenance services ratably over the contract term, typically one year. Maintenance contracts are at rates that vary according to the level of the maintenance program associated with the software product and are generally renewable annually. Maintenance contracts may also include the right to unspecified product upgrades on an if-and-when available basis. Certain support services are sold in prepaid units of time and recognized as revenue upon their usage.
Deferred revenue
To the extent that our customers are billed for the above described services in advance of delivery, we record such amounts in deferred revenue.

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


Fair value measurements
We measure certain financial assets and liabilities at fair value on a recurring basis, including derivative instruments. Fair value is defined as the exchange price that would be received upon purchase of an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the measurement date. We use a three-tier fair value hierarchy to measure fair value. This hierarchy prioritizes the inputs into three broad levels as follows:
•
Level 1 - Quoted prices for identical assets or liabilities in active markets;
•
Level 2 - Quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets in markets that are not active, and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets; and
•
Level 3 - Valuations derived from valuation techniques in which one or more significant inputs are unobservable.
Our financial assets and liabilities are classified in their entirety within the hierarchy based on the lowest level of input that is significant to fair value measurement. Changes to a financial asset's or liability's level within the fair value hierarchy are determined as of the end of a reporting period. All methods of assessing fair value result in a general approximation of value, and such value may never actually be realized.
Recently adopted accounting pronouncements
Effective January 1, 2014, we adopted Accounting Standards Update (“ASU”) 2013-11, Income Taxes (Topic 740), Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists. Under ASU 2013-11, an unrecognized tax benefit, or a portion of an unrecognized tax benefit, should be presented in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward or a similar tax loss, or a tax credit carryforward, except as follows. To the extent a net operating loss carryforward, a similar tax loss, or a tax credit carryforward is not available at the reporting date under the tax law of the applicable jurisdiction to settle any additional income taxes that would result from the disallowance of a tax position or the tax law of the applicable jurisdiction does not require the entity to use, and the entity does not intend to use, the deferred tax asset for such purpose, the unrecognized tax benefit should be presented in the financial statements as a liability and should not be combined with deferred tax assets. The adoption of ASU 2013-11 did not have a material impact on our consolidated financial statements.
Recently issued accounting pronouncements
In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers. ASU 2014-09 outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and will replace most existing revenue recognition guidance in GAAP when it becomes effective. ASU 2014-09 is effective for fiscal years and interim periods within those years beginning after December 15, 2016. Early adoption is not permitted. An entity should apply ASU 2014-09 either retrospectively to each prior reporting period presented or retrospectively with the cumulative effect of initially applying the ASU recognized as an adjustment to the opening balance of retained earnings at the date of initial application. We expect the adoption of ASU 2014-09 will impact our consolidated financial statements. We are currently evaluating implementation methods and the extent of the impact that implementation of this standard will have upon adoption.
3. Business combinations
WhippleHill
On June 16, 2014, we acquired all of the outstanding stock of WhippleHill Communications, Inc. (“WhippleHill”), a privately held company based in New Hampshire, for $35.0 million in cash, subject to certain adjustments set forth in the stock purchase agreement. WhippleHill is a leading provider of cloud-based solutions designed exclusively to serve K12 private schools. The acquisition of WhippleHill expanded our offerings in the K12 technology sector. The operating results of WhippleHill which were insignificant to the periods presented have been included in our consolidated financial statements from the date of acquisition. Acquisition-related costs of $0.1 million, which primarily consisted of legal and financial advisory services, were expensed as incurred in general and administrative expense during the three and six months ended June 30, 2014.

8
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Blackbaud, Inc.
Notes to consolidated financial statements (continued)
(Unaudited)


We recorded $19.0 million of finite-lived intangible assets, $12.3 million of goodwill ($11.8 million of which is deductible for income tax purposes) and $3.7 million of net tangible assets acquired and liabilities assumed associated with this acquisition based on our preliminary determination of estimated fair values. Included in net tangible assets acquired and liabilities assumed was $5.1 million of acquired accounts receivable, for which fair value was estimated to approximate the contractual value. The assets and liabilities recorded for the acquisition of WhippleHill were based on preliminary valuations and the estimates and assumptions are subject to change as we obtain additional information during the measurement period, which may be up to one year from the acquisition date. The estimated goodwill recognized is attributable primarily to the opportunities for expected synergies from combining operations and the assembled workforce of WhippleHill, all of which was assigned to our General Markets Business Unit reporting segment.
The acquisition resulted in the identification of the following identifiable finite-lived intangible assets:
 
Intangible assets acquired

 
Weighted average amortization period
 
 (in thousands)

 
(in years)
Customer relationships
$
10,900

 
10
Acquired technology
5,700

 
6
Trade names
2,300

 
8
Non-compete agreements
100

 
3
 
$
19,000

 
 
Customer relationships are being amortized on an accelerated basis. Acquired technology, trade names and non-compete agreements are being amortized on a straight-line basis.
We determined that the WhippleHill acquisition was a non-material business combination. As such, pro forma disclosures are not required and are not presented.
4. Earnings per share
We compute basic earnings per share by dividing net income available to common stockholders by the weighted average number of common shares outstanding during the period. Diluted earnings per share is computed by dividing net income available to common stockholders by the weighted average number of common shares and dilutive potential common shares outstanding during the period. Diluted earnings per share reflect the assumed exercise, settlement and vesting of all dilutive securities using the “treasury stock method” except when the effect is anti-dilutive. Potentially dilutive securities consist of shares issuable upon the exercise of stock options, settlement of stock appreciation rights and vesting of restricted stock awards and units.

9
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Blackbaud, Inc.
Notes to consolidated financial statements (continued)
(Unaudited)


The following table sets forth the computation of basic and diluted earnings per share: 
  
Three months ended June 30,
 
 
Six months ended June 30,
 
(in thousands, except share and per share amounts)
2014

 
2013

 
2014

 
2013

Numerator:
 
 
 
 
 
 
 
Net income, as reported
$
9,280

 
$
6,623

 
$
13,094

 
$
9,289

Denominator:
 
 
 
 
 
 
 
Weighted average common shares
45,155,955

 
44,538,444

 
45,141,878

 
44,506,157

Add effect of dilutive securities:
 
 
 
 
 
 
 
Employee stock-based compensation
504,955

 
811,222

 
465,228

 
684,001

Weighted average common shares assuming dilution
45,660,910

 
45,349,666

 
45,607,106

 
45,190,158

Earnings per share:
 
 
 
 
 
 
 
Basic
$
0.21

 
$
0.15

 
$
0.29

 
$
0.21

Diluted
$
0.20

 
$
0.15

 
$
0.29

 
$
0.21


The following shares underlying stock-based awards were not included in diluted earnings per share because their inclusion would have been anti-dilutive:
  
Three months ended June 30,
 
 
Six months ended June 30,
 
  
2014

 
2013

 
2014

 
2013

Shares excluded from calculations of diluted earnings per share
330,095

 
54,222

 
336,745

 
105,339

5. Fair value measurements
Financial liabilities measured at fair value on a recurring basis consisted of the following, as of:
 
 
Fair value measurement using
 
 
(in thousands)
 
Level 1

 
Level 2

 
Level 3

 
Total

Fair value as of June 30, 2014
 
 
 
 
 
 
 
 
Financial liabilities:
 
 
 
 
 
 
 
 
Derivative instruments(1)
 
$
—

 
$
553

 
$
—

 
$
553

Total financial liabilities
 
$
—

 
$
553

 
$
—

 
$
553

 
 
 
 
 
 
 
 
 
Fair value as of December 31, 2013
 
 
 
 
 
 
 
 
Financial liabilities:
 
 
 
 
 
 
 
 
Derivative instruments(1)
 
$
—

 
$
427

 
$
—

 
$
427

Total financial liabilities
 
$
—

 
$
427

 
$
—

 
$
427

(1)
The fair value of our interest rate swaps was based on model-driven valuations using LIBOR rates, which are observable at commonly quoted intervals. Accordingly, our interest rate swaps are classified within Level 2 of the fair value hierarchy.
We believe the carrying amounts of our cash and cash equivalents, donor restricted cash, accounts receivable, trade accounts payable, accrued expenses and other current liabilities and donations payable approximate their fair values at June 30, 2014 and December 31, 2013, due to the immediate or short-term maturity of these instruments.

10
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Blackbaud, Inc.
Notes to consolidated financial statements (continued)
(Unaudited)


Financial assets and liabilities that are measured at fair value on a non-recurring basis include finite-lived intangible assets, goodwill and our debt. Intangible assets and goodwill are recognized at fair value in the period in which an acquisition is completed, or when they are considered to be impaired. We believe the carrying amount of our debt approximates its fair value at June 30, 2014 and December 31, 2013, as the debt bears interest rates that approximate market value. As LIBOR rates are observable at commonly quoted intervals, it is classified within Level 2 of the fair value hierarchy. There were no non-recurring fair value adjustments recorded during the six months ended June 30, 2014 or 2013, except for certain business combination accounting adjustments to the initial fair value estimates of the assets acquired and liabilities assumed at the acquisition date, from refinement during the measurement period. The measurement period for refinement may be up to one year from the acquisition date. We record adjustments to the fair value of assets acquired and liabilities assumed, with the corresponding offset to goodwill.
6. Goodwill and other intangible assets
The change in goodwill for each reportable segment during the six months ended June 30, 2014, consisted of the following:
(in thousands)
ECBU
 
GMBU
 
IBU
 
Target Analytics
 
Other
 
Total
Balance at December 31, 2013
$
147,828

 
$
74,956

 
$
6,542

 
$
33,177

 
$
2,096

 
$
264,599

Additions related to business combinations
—

 
12,320

 
—

 
—

 
—

 
12,320

Adjustments related to prior year business combinations
—

 
—

 
140

 
—

 
—

 
140

Effect of foreign currency translation
—

 
—

 
141

 
—

 
—

 
141

Balance at June 30, 2014
$
147,828

 
$
87,276

 
$
6,823

 
$
33,177

 
$
2,096

 
$
277,200


Amortization expense
Amortization expense related to finite-lived intangible assets acquired in business combinations is allocated to cost of revenue and operating expenses on the consolidated statements of comprehensive income based on the revenue stream to which the asset contributes. The following table summarizes amortization expense:
 
Three months ended June 30,
 
 
Six months ended June 30,
 
(in thousands)
2014

 
2013

 
2014

 
2013

Included in cost of revenue:
 
 
 
 
 
 
 
Cost of license fees
$
87

 
$
126

 
$
174

 
$
247

Cost of subscriptions
4,434

 
4,678

 
8,994

 
9,312

Cost of services
676

 
633

 
1,332

 
1,266

Cost of maintenance
115

 
114

 
230

 
228

Cost of other revenue
18

 
19

 
37

 
37

Total included in cost of revenue
5,330

 
5,570

 
10,767

 
11,090

Included in operating expenses
418

 
636

 
1,005

 
1,314

Total
$
5,748

 
$
6,206

 
$
11,772

 
$
12,404



11
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Blackbaud, Inc.
Notes to consolidated financial statements (continued)
(Unaudited)


The following table outlines the estimated future amortization expense for each of the next five years for our finite-lived intangible assets as of June 30, 2014:
Year ending December 31,
Amortization

(in thousands)
expense

2014 - remaining
$
12,247

2015
24,867

2016
24,459

2017
22,121

2018
20,744

Total
$
104,438

7. Prepaid expenses and other assets
Prepaid expenses and other assets consisted of the following as of: 
(in thousands)
June 30,
2014

 
December 31,
2013

Deferred sales commissions
$
20,144

 
$
20,088

Prepaid software maintenance
5,024

 
6,875

Deferred professional services costs
6,680

 
7,445

Software development costs
5,942

 
4,172

Other assets
11,149

 
10,786

Total prepaid expenses and other assets
48,939

 
49,366

Less: Long-term portion
20,668

 
19,251

Total prepaid expenses and other current assets
$
28,271

 
$
30,115

8. Accrued expenses and other liabilities
Accrued expenses and other liabilities consisted of the following as of: 
(in thousands)
June 30,
2014

 
December 31,
2013

Taxes payable
$
8,341

 
$
5,430

Accrued commissions and salaries
6,160

 
7,127

Accrued bonuses
9,532

 
9,258

Customer credit balances
2,712

 
3,281

Unrecognized tax benefit
4,089

 
3,698

Other liabilities
22,320

 
18,304

Total accrued expenses and other liabilities
53,154

 
47,098

Less: Long-term portion
7,994

 
6,655

Total accrued expenses and other current liabilities
$
45,160

 
$
40,443


12
Table of Contents

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


9. Deferred revenue
Deferred revenue consisted of the following as of: 
(in thousands)
June 30,
2014

 
December 31,
2013

Maintenance
$
86,146

 
$
85,219

Subscriptions
80,651

 
72,480

Services
31,858

 
32,153

License fees and other
1,760

 
722

Total deferred revenue
200,415

 
190,574

Less: Long-term portion
10,187

 
9,099

Deferred revenue, current portion
$
190,228

 
$
181,475

10. Debt
The following table summarizes our debt balances and the related weighted average effective interest rates, which includes the effect of interest rate swap agreements.
 
Debt balance at
 
 
Weighted average effective interest rate at
 
(in thousands, except percentages)
June 30,
2014

 
December 31,
2013

 
June 30,
2014

 
December 31,
2013

Credit facility:
 
 
 
 
 
 
 
    Revolving credit loans
$
—

 
$
70,408

 
—
%
 
1.95
%
    Term loans
173,906

 
82,500

 
2.39
%
 
2.39
%
        Total debt
173,906

 
152,908

 
2.39
%
 
2.14
%
Less: Unamortized debt discount
1,761

 
—

 
 
 
 
Less: Debt, current portion
4,375

 
17,158

 
1.74
%
 
2.39
%
Debt, net of current portion
$
167,770

 
$
135,750

 
2.41
%
 
2.11
%
We were previously party to a $325.0 million five-year credit facility entered into during February 2012. The credit facility included: a dollar and a designated currency revolving credit facility with sublimits for letters of credit and swingline loans (the “2012 Revolving Facility”) and a delayed draw term loan (the “2012 Term Loan”)(together, the “2012 Credit Facility”).
2014 Refinancing
In February 2014, we entered into a five-year $325.0 million credit facility (the “2014 Credit Facility”) and drew $175.0 million on a term loan upon closing, which was used to repay all amounts outstanding under the 2012 Credit Facility.
The 2014 Credit Facility includes the following facilities: (i) a dollar and a designated currency revolving credit facility with sublimits for letters of credit and swingline loans (the “2014 Revolving Facility”) and (ii) a term loan facility (the “2014 Term Loan”).
Certain investors of the 2012 Term Loan reinvested in the 2014 Term Loan and the change in the present value of our future cash flows to these investors under the 2012 Term Loan and under the 2014 Term Loan was less than 10%. Accordingly, we accounted for the refinancing event for these investors as a debt modification. Certain investors of the 2012 Term Loan did not invest in the 2014 Term Loan. Accordingly, we accounted for the refinancing event for these investors as a debt extinguishment. Certain investors of the 2012 Revolving Facility reinvested in the 2014 Revolving Facility and provided increased borrowing capacities. Accordingly, we accounted for the refinancing event for these investors as a debt modification. Certain investors of the 2012 Revolving Facility did not invest in the 2014 Revolving Facility. Accordingly, we accounted for the refinancing event for these investors as a debt extinguishment.

13
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Blackbaud, Inc.
Notes to consolidated financial statements (continued)
(Unaudited)


We recorded a $0.4 million loss on debt extinguishment related to the write-off of deferred financing costs for the portions of the 2012 Credit Facility considered to be extinguished. This loss was recognized in the consolidated statements of comprehensive income within loss on debt extinguishment and termination of derivative instruments.
In connection with our entry into the 2014 Credit Facility we paid $2.5 million in financing costs, of which $1.1 million were capitalized and, together with a portion of the unamortized deferred financing costs from the 2012 Credit Facility and prior facilities, are being amortized into interest expense over the term of the new facility using the effective interest method. As of June 30, 2014 and December 31, 2013, deferred financing costs totaling $1.6 million and $1.9 million, respectively, were included in other assets on the consolidated balance sheet.
Summary of the 2014 Credit Facility
The 2014 Credit Facility is secured by the stock and limited liability company interests of certain of our subsidiaries and is guaranteed by our material domestic subsidiaries.
Amounts borrowed under the dollar tranche revolving credit loans and term loan under the 2014 Credit Facility bear interest at a rate per annum equal to, at our option, (a) a base rate equal to the highest of (i) the prime rate, (ii) federal funds rate plus 0.50% and (iii) one month LIBOR plus 1.00% (the “Base Rate”), in addition to a margin of 0.00% to 0.50%, or (b) LIBOR rate plus a margin of 1.00% to 1.50%. Swingline loans bear interest at a rate per annum equal to the Base Rate plus a margin of 0.00% to 0.50% or such other rate agreed to between the Swingline lender and us. Designated currency tranche revolving credit loans bear interest at a rate per annum equal to the LIBOR rate for the applicable currency plus a margin of 1.00% to 1.50%. The exact amount of any margin depends on the nature of the loan (Base Rate or LIBOR) and our net leverage ratio (as defined in the 2014 Credit Facility).
We also pay a quarterly commitment fee on the unused portion of the 2014 Revolving Facility from 0.15% to 0.225% per annum, depending on our net leverage ratio. At June 30, 2014, the commitment fee was 0.225%.
The term loan under the 2014 Credit Facility requires periodic principal payments. The balance of the term loan and any amounts drawn on the revolving credit loans are due upon maturity of the 2014 Credit Facility in February 2019. We evaluate the classification of our debt as current or non-current based on the required annual maturities of the 2014 Credit Facility.
The 2014 Credit Facility includes financial covenants related to the net leverage ratio and interest coverage ratio, as well as restrictions on our ability to declare and pay dividends and our ability to repurchase shares of our common stock. At June 30, 2014, we were in compliance with our debt covenants under the 2014 Credit Facility.
As of June 30, 2014, the required annual maturities related to our 2014 Credit Facility were as follows:
Year ending December 31,
(in thousands)
Annual maturities

2014 - remaining
$
2,188

2015
4,375

2016
4,375

2017
4,375

2018
4,375

Thereafter
154,218

Total required maturities
$
173,906


14
Table of Contents

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


11. Derivative instruments
We use derivative instruments to manage interest rate risk. In February 2014, in connection with the refinancing of our debt, we terminated the two interest rate swap agreements associated with the 2012 Credit Facility. As part of the settlement of our swap liability, we recorded a loss of $0.6 million, which was recognized in the consolidated statements of comprehensive income within loss on debt extinguishment and termination of derivative instruments and resulted in a recognized tax benefit of $0.2 million.
In March 2014, we entered into a new interest rate swap agreement, which effectively converts portions of our variable rate debt under the 2014 Credit Facility to a fixed rate for the term of the swap agreement. The initial notional value of the new swap agreement was $125.0 million with an effective date beginning in March 2014. In March 2017, the notional value of the swap agreement will decrease to $75.0 million for the remaining term through February 2018. We designated the swap agreement as a cash flow hedge at the inception of the contract.
The fair values of our derivative instruments were as follows as of:
(in thousands)
Balance sheet location
 
June 30,
2014

 
December 31,
2013

Derivative instruments designated as hedging instruments:
 
 
 
 
 
Interest rate swaps, current portion
Accrued expenses and other current liabilities
 
$
—

 
$
46

Interest rate swaps, long-term portion
Other liabilities
 
553

 
381

Total derivative instruments designated as hedging instruments
 
 
$
553

 
$
427

The effects of derivative instruments in cash flow hedging relationships were as follows:
 
Gain (loss) recognized in accumulated other comprehensive loss as of

 
Location of loss reclassified from accumulated other comprehensive loss into income
 
Gain (loss) reclassified from accumulated other comprehensive loss into income
 
 
June 30, 2014

 
 
Three months ended June 30,

 
Six months ended June 30,

(in thousands)
 
 
2014

 
2014

Interest rate swaps
$
(553
)
 
Interest expense
 
$
(316
)
 
$
(530
)
Interest rate swaps
—

 
Loss on debt extinguishment and termination of derivative instruments
 
—

 
(587
)
Total
$
(553
)
 
 
 
$
(316
)
 
$
(1,117
)
 
 
 
 
 
 
 
 
 
June 30, 2013

 
 
 
Three months ended June 30,

 
Six months ended June 30,

 
 
 
 
2013

 
2013

Interest rate swaps
$
(399
)
 
Interest expense
 
$
(199
)
 
$
(389
)
Our policy requires that derivatives used for hedging purposes be designated and effective as a hedge of the identified risk exposure at the inception of the contract. Accumulated other comprehensive income (loss) includes unrealized gains or losses from the change in fair value measurement of our derivative instruments each reporting period and the related income tax expense or benefit. Changes in the fair value measurements of the derivative instruments and the related income tax expense or benefit are reflected as adjustments to accumulated other comprehensive income (loss) until the actual hedged expense is incurred or until the hedge is terminated at which point the unrealized gain (loss) is reclassified from accumulated other comprehensive income (loss) to current earnings. There was no ineffective portion of our interest rate swap derivatives during the three and six months ended June 30, 2014 and 2013. See Note 15 for a summary of other changes in accumulated other comprehensive income (loss) by component.

15
Table of Contents

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


12. Commitments and contingencies
Leases
We lease our headquarters facility under a 15-year lease agreement which was entered into in October 2008, and has two five-year renewal options. The current annual base rent of the lease is $4.0 million, payable in equal monthly installments. The base rent escalates annually at a rate equal to the change in the consumer price index, as defined in the agreement, but not to exceed 5.5% in any year.
With our acquisition of Convio, we assumed a lease for office space in Austin, Texas which terminates on September 30, 2023, and has two five-year renewal options. Under the terms of the lease, we will increase our leased space by approximately 20,000 square feet on July 31, 2016. The current annual base rent of the lease is $2.2 million. The base rent escalates annually between 2% and 4% based on the terms of the agreement. The rent expense is recorded on a straight-line basis over the length of the lease term. At June 30, 2014, we had a standby letter of credit of $2.0 million for a security deposit for this lease.
We have provisions in our leases that entitle us to aggregate leasehold improvement allowances of $9.5 million. These amounts are being recorded as a reduction to rent expense ratably over the terms of the leases. Rent expense was reduced related to these lease provisions by $0.2 million and $0.3 million during both the three and six months ended June 30, 2014 and 2013, respectively. The leasehold improvement allowances have been included in the table of operating lease commitments below as a reduction in our lease commitments ratably over the then remaining terms of the leases. The timing of the reimbursements for the actual leasehold improvements may vary from the amounts reflected in the table below.
We have also received, and expect to receive through 2016, quarterly South Carolina state incentive payments as a result of locating our headquarters facility in Berkeley County, South Carolina. These amounts are recorded as a reduction of rent expense upon receipt and were $0.6 million and $0.3 million for the three months ended June 30, 2014 and 2013, respectively, and $1.2 million and $1.0 million for the six months ended June 30, 2014 and 2013, respectively.
Total rent expense was $2.3 million and $2.4 million for the three months ended June 30, 2014 and 2013, respectively, and $4.5 million for the six months ended June 30, 2014 and 2013.
As of June 30, 2014, the future minimum lease commitments related to lease agreements, net of related lease incentives, were as follows: 
Year ending December 31,
Operating

(in thousands)
leases

2014 – remaining
$
5,475

2015
10,495

2016
9,896

2017
10,167

2018
10,373

Thereafter
44,287

Total minimum lease payments
$
90,693

Other commitments
As discussed in Note 10 of these consolidated financial statements, the term loans under our credit facility require periodic principal payments. The balance of the term loans and any amounts drawn on the revolving credit loans are due upon maturity of the credit facility in February 2019.
We utilize third-party technology in conjunction with our products and services, with contractual arrangements varying in length from one to five years. In certain cases, these arrangements require a minimum annual purchase commitment. As of June 30, 2014, the remaining aggregate minimum purchase commitment under these arrangements was approximately $15.1 million through 2018. We incurred expense under these arrangements of $1.7 million and $3.3 million for the three and six months ended June 30, 2014, respectively.

16
Table of Contents

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


Legal contingencies
We are subject to legal proceedings and claims that arise in the ordinary course of business. We record an accrual for a contingency when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. We do not believe the amount of potential liability with respect to these actions will have a material adverse effect upon our consolidated financial position, results of operations or cash flows.
13. Income taxes
Our effective income tax rates including the effects of period-specific events, were:
  
Three months ended June 30,
 
 
Six months ended June 30,
 
 
2014

 
2013

 
2014

 
2013

Effective tax rate
37.7
%
 
47.2
%
 
39.1
%
 
40.3
%
The decrease in our effective income tax rate during the three months ended June 30, 2014 when compared to the same period in 2013 was primarily due to a reduction in operating losses of foreign jurisdictions for which we have determined that a related valuation allowance is appropriate.
The decrease in our effective income tax rate during the six months ended June 30, 2014 when compared to the same period in 2013 was primarily due to a reduction in operating losses of foreign jurisdictions for which we have determined that a related valuation allowance is appropriate, partially offset by a decrease in the benefit from research and development credits. The federal and state research and development tax credits, which had previously expired on December 31, 2011, were reinstated as part of the American Taxpayer Relief Act of 2012 enacted in January 2013. This legislation retroactively reinstated and extended the credits from the previous expiration date through December 31, 2013, resulting in a discrete tax benefit attributable to 2012 research and development tax credits of $1.9 million which is included in the six months ended June 30, 2013. No similar legislation providing an extension for prior period credits was in effect during the six months ended June 30, 2014. Our effective income tax rate may fluctuate quarterly as a result of factors, including transactions entered into, changes in the geographic distribution of our earnings or losses, our assessment of certain tax contingencies, valuation allowances, and changes in tax law in jurisdictions where we conduct business.
We have deferred tax assets for federal, state, and international net operating loss carryforwards and state tax credits. The federal and state net operating loss carryforwards are subject to various Internal Revenue Code limitations and applicable state tax laws. A portion of the foreign and state net operating loss carryforwards and a portion of state tax credits have a valuation reserve due to the uncertainty of realizing such carryforwards and credits in the future.
The total amount of unrecognized tax benefit that, if recognized, would favorably affect the effective income tax rate, was $3.6 million and $3.7 million at June 30, 2014 and December 31, 2013, respectively. We recognize accrued interest and penalties, if any, related to unrecognized tax benefits as a component of income tax expense.

17
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Blackbaud, Inc.
Notes to consolidated financial statements (continued)
(Unaudited)


14. Stock-based compensation
Stock-based compensation expense is allocated to cost of revenue and operating expenses on the consolidated statements of comprehensive income based on where the associated employee’s compensation is recorded. The following table summarizes stock-based compensation expense:
  
Three months ended June 30,
 
 
Six months ended June 30,
 
(in thousands)
2014

 
2013

 
2014

 
2013

Included in cost of revenue:
 
 
 
 
 
 
 
Cost of subscriptions
$
175

 
$
189

 
$
364

 
$
415

Cost of services
582

 
593

 
1,124

 
1,436

Cost of maintenance
196

 
194

 
341

 
256

Total included in cost of revenue
953

 
976

 
1,829

 
2,107

Included in operating expenses:
 
 
 
 
 
 
 
Sales and marketing
588

 
545

 
1,059

 
1,243

Research and development
762

 
1,062

 
1,424

 
2,215

General and administrative
2,027

 
2,134

 
3,732

 
4,330

Total included in operating expenses
3,377

 
3,741

 
6,215

 
7,788

Total
$
4,330

 
$
4,717

 
$
8,044

 
$
9,895

15. Stockholders’ equity
Dividends
In February 2014, our Board of Directors approved an annual dividend rate of $0.48 per share to be made in quarterly payments. Dividend payments are not guaranteed and our Board of Directors may decide, in its absolute discretion, at any time and for any reason, not to declare or pay further dividends. The following table provides information with respect to quarterly dividends of $0.12 per share paid on common stock during the six months ended June 30, 2014.
Declaration Date
Dividend per Share

 
Record Date
 
Payable Date
February 2014
$
0.12

 
February 28
 
March 14
April 2014
$
0.12

 
May 28
 
June 13
In July 2014, our Board of Directors declared a third quarter dividend of $0.12 per share payable on September 15, 2014 to stockholders of record on August 28, 2014.

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


Changes in accumulated other comprehensive loss by component
The changes in accumulated other comprehensive loss by component, consisted of the following:
 
Three months ended June 30,
 
 
Six months ended June 30,
 
(in thousands)
2014

 
2013

 
2014

 
2013

Accumulated other comprehensive loss, beginning of period
$
(518
)
 
$
(1,569
)
 
$
(1,385
)
 
$
(1,973
)
By component:
 
 
 
 
 
 
 
Gains and losses on cash flow hedges:
 
 
 
 
 
 
 
Accumulated other comprehensive income (loss) balance, beginning of period
$
56

 
$
(672
)
 
$
(256
)
 
$
(791
)
Other comprehensive (loss) income before reclassifications, net of tax effects of $375, $(196), $488 and $(198)
(586
)
 
307

 
(755
)
 
310

Amounts reclassified from accumulated other comprehensive loss to interest expense
316

 
199

 
530

 
389

Amounts reclassified from accumulated other comprehensive loss to loss on debt extinguishment and termination of derivative instruments
—

 
—

 
587

 
—

Tax benefit included in provision for income taxes
(124
)
 
(77
)
 
(444
)
 
(151
)
Total amounts reclassified from accumulated other comprehensive loss
192

 
122

 
673

 
238

Net current-period other comprehensive (loss) income
(394
)
 
429

 
(82
)
 
548

Accumulated other comprehensive loss balance, end of period
$
(338
)
 
$
(243
)
 
$
(338
)
 
$
(243
)
Foreign currency translation adjustment:
 
 
 
 
 
 
 
Accumulated other comprehensive loss balance, beginning of period
$
(574
)
 
$
(897
)
 
$
(1,129
)
 
$
(1,182
)
Translation adjustments
(385
)
 
(266
)
 
170

 
19

Accumulated other comprehensive loss balance, end of period
(959
)
 
(1,163
)
 
(959
)
 
(1,163
)
Accumulated other comprehensive loss, end of period
$
(1,297
)
 
$
(1,406
)
 
$
(1,297
)
 
$
(1,406
)
16. Segment information
As of June 30, 2014, our reportable segments were the Enterprise Customer Business Unit (the “ECBU”), the General Markets Business Unit, (the “GMBU”), the International Business Unit (the “IBU”), and Target Analytics. Following is a description of each reportable segment:
•
The ECBU is focused on marketing, sales, delivery and support to all large and/or strategic 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 focused on marketing, sales and delivery of analytic services to all prospects and customers globally.
Our chief operating decision maker is our chief executive officer, or CEO. The CEO reviews financial information presented on an operating segment basis for the purposes of making certain operating decisions and assessing financial performance. The CEO uses internal financial reports that provide segment revenues and operating income, excluding stock-based compensation expense, amortization expense, depreciation expense, research and development expense and certain corporate sales, marketing,

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


general and administrative expenses. Currently, the CEO believes that the exclusion of these costs allows for a better understanding of the operating performance of the operating units and management of other operating expenses and cash needs. The CEO does not review any segment balance sheet information.
Summarized reportable segment financial results, were as follows: 
 
Three months ended June 30,
 
 
Six months ended June 30,
 
(in thousands)
2014

 
2013

 
2014

 
2013

Revenue by segment:
 
 
 
 
 
 
 
ECBU
$
54,373

 
$
49,275

 
$
104,239

 
$
93,954

GMBU
63,194

 
55,924

 
120,849

 
108,942

IBU
12,126

 
10,788

 
22,764

 
20,026

Target Analytics
9,657

 
9,458

 
19,095

 
18,126

Other(1)
38

 
23

 
63

 
43

Total revenue
$
139,388

 
$
125,468

 
$
267,010

 
$
241,091

Segment operating income(2):
 
 
 
 
 
 
 
ECBU
$
36,357

 
$
26,496

 
$
68,458

 
$
50,138

GMBU
41,968

 
33,371

 
80,874

 
65,546

IBU
1,752

 
2,614

 
3,173

 
3,238

Target Analytics
5,517

 
3,735

 
9,820

 
6,911

Other(1) 
965

 
80

 
2,012

 
291

 
86,559

 
66,296

 
164,337

 
126,124

Less:
 
 
 
 
 
 
 
Corporate unallocated costs(3)
60,485

 
41,055

 
119,248

 
84,913

Stock-based compensation costs
4,330

 
4,717

 
8,044

 
9,895

Amortization expense
5,748

 
6,206

 
11,772

 
12,404

Interest expense, net
1,315

 
1,477

 
2,758

 
3,154

Loss on debt extinguishment and termination of derivative instruments
—

 
—

 
996

 
—

Other expense (income), net
(225
)
 
309

 
11

 
206

Income before provision for income taxes
$
14,906

 
$
12,532

 
$
21,508

 
$
15,552

(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.
(3)
Corporate unallocated costs include research and development, depreciation expense, and certain corporate sales, marketing, general and administrative expenses.
17. Restructuring
During 2012, in an effort to consolidate our operating locations, we decided not to renew our lease for office space in San Diego, CA, which matured on June 30, 2013. As a result, we initiated a plan to transition most of our operations based in San Diego, CA to our Austin, TX location, which we substantially completed in June 2013 when the lease matured. We incurred $0.1 million and $0.2 million in before-tax restructuring charges related to our San Diego office transition during the three and six months ended June 30, 2013, respectfully.
In January 2013, we implemented a realignment of our workforce in response to changes in the nonprofit industry and global economy. The realignment included a reduction in workforce of approximately 135 positions. The cost associated with this realignment was substantially incurred during the first nine months of 2013. We incurred $3.2 million in before-tax

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


restructuring charges related to the realignment of our workforce during the six months ended June 30, 2013. The charges incurred during the three months ended June 30, 2013 were insignificant.


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Blackbaud, Inc.
Item 2. Management's discussion and analysis of financial condition and results of operations


The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and related notes included elsewhere in this Quarterly Report on Form 10-Q. This report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements reflect our current view with respect to future events and financial performance and are subject to risks and uncertainties, including those set forth under “Safe Harbor Cautionary Statement” at the beginning of this report and elsewhere in this report, that could cause actual results to differ materially from historical or anticipated results. Except as required by law, we do not intend, and undertake no obligation to revise or update these forward-looking statements, or to update the reasons actual results could differ materially from those anticipated in these forward-looking statements, even if new information becomes available in the future.
Executive summary
We provide cloud-based and on-premise software solutions and related services designed specifically for nonprofit organizations. Our products and services enable nonprofit organizations to increase donations, reduce fundraising costs, improve communications with constituents, manage their finances and optimize internal operations. We continue to make investments in our product portfolio and go-to-market organization to ensure we are properly positioned to benefit from shifts in the market, including demand for our subscription-based offerings. As of June 30, 2014, we had more than 30,000 active customers distributed across multiple verticals within the nonprofit market including education, foundations, health and human services, religion, arts and cultural, public and societal benefits, environment and animal welfare, as well as international affairs.
We derive revenue from charging subscription fees for the use of our cloud-based solutions, selling perpetual licenses and providing a broad offering of services, including consulting, training, installation and implementation services, as well as ongoing customer support and maintenance. Furthermore, we derive revenue from providing hosting services, performing donor prospect research engagements, selling lists of potential donors, providing transaction and payment processing services, benchmarking studies and data modeling services. We have experienced growth in our payment processing services from the continued shift to on-line giving, further integration of these services to our existing product portfolio and the sale of these services to new and existing customers. As a result of third-party contractual changes, certain of our subscriptions revenues and costs associated with our payment processing services are presented on a gross basis, whereas comparable revenues and costs are presented on a net basis in the prior year periods. As such, total revenue, total cost of revenue, subscriptions revenue and cost of subscriptions revenue for prior periods are not directly comparable, although gross profit, operating income and net income were unaffected by the prospective change, which became effective October 2013. An analysis of our historical financial statements for the four quarters and year ended December 31, 2013 can be found at www.blackbaud.com/investorrelations that is intended to assist with the evaluation of our performance in light of the change in presentation.
During the second quarter of 2014, we remained focused on our four primary priorities:
•
accelerating organic revenue growth;
•
optimizing our product portfolio;
•
increasing recurring revenue; and
•
investing in infrastructure to drive future operating efficiencies.
Total revenue for the three and six months ended June 30, 2014 increased by approximately 11% when compared to the same periods in 2013, respectively. When removing the impact attributable to the change in presentation referenced above, revenue increased 5% for the three and six months ended June 30, 2014 when compared to the same periods in 2013. These increases were primarily the result of growth in demand for our cloud-based and hosted fundraising solutions as our business continues to shift towards subscription-based offerings. Increases in the volume of transactions for which we process payments as well as variable transactions associated with the use of our solutions to fundraise online added to the increases in subscriptions revenue.
Income from operations for the three and six months ended June 30, 2014 increased by $1.7 million and $6.4 million, respectively, when compared to the same periods in 2013. The increases in income from operations were primarily attributable to an increase in demand for our subscription-based fundraising offerings, an increase in the volume of transactions for which we process payments and an increase in transaction-based usage revenue. Also contributing to the increases in income from operations for the three and six months ended June 30, 2014 compared to the same periods in 2013 were decreases in restructuring costs, stock-based compensation and acquisition-related integration costs. These favorable impacts on income

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Blackbaud, Inc.
Item 2. Management's discussion and analysis of financial condition and results of operations (continued)


from operations were partially offset by the 2014 incremental operating investments targeted to drive the success of our four primary priorities referenced above.
At June 30, 2014, our cash and cash equivalents were $24.8 million. During the six months ended June 30, 2014, we generated $45.1 million in cash flow from operations, received $19.6 million in net proceeds from debt refinancing, used net cash of $32.6 million for the acquisition of WhippleHill, returned $11.1 million to stockholders by way of dividends and had cash outlays of $9.3 million for purchases of property and equipment and software development costs.
During the three months ended June 30, 2014, we continued to experience growth in overall revenue primarily driven by the growing demand for our cloud-based and hosted fundraising solutions and payment processing services. We plan to further increase our focus on subscription-based offerings and expand our payment processing services as we execute on our key growth initiatives and strengthen our leadership position, while achieving our targeted level of profitability. In the near term, we anticipate that there will continue to be an impact on our profitability as we invest in our product portfolio to meet demand for our subscription offerings and shift from a perpetual license-based model, with upfront revenue recognition to a subscription-based model, with recognition of revenue occurring ratably over the subscription term. In the near term, we also anticipate that there will continue to be an impact from our payment processing services on our overall gross margin percentage as growth in the volume of transactions where we provide payment processing services is expected to exceed the growth of certain other product and service offerings.
We also plan to continue to invest in our product, sales and marketing organizations and our back-office processes; the infrastructure that supports our subscription-based offerings and certain product development initiatives to achieve optimal scalability of our operations as we execute on our key growth initiatives.
Recent developments
Debt refinancing
In February 2014, we entered into a five-year $325.0 million credit facility and drew $175.0 million on a term loan upon closing, which was used to repay all amounts outstanding under our previous credit facility. The credit facility includes the following facilities: (i) a dollar and a designated currency revolving credit facility with sublimits for letters of credit and swingline loans, and (ii) a term loan facility. The credit facility is secured by the stock and limited liability company interests of certain of our subsidiaries and is guaranteed by our material domestic subsidiaries.
WhippleHill acquisition
On June 16, 2014, we acquired all of the outstanding stock of WhippleHill Communications, Inc. (“WhippleHill”), a privately held company based in New Hampshire, for $35.0 million in cash, subject to certain adjustments set forth in the stock purchase agreement. WhippleHill is a leading provider of cloud-based solutions designed exclusively to serve K12 private schools. The acquisition of WhippleHill expanded our offerings in the K12 technology sector. The operating results of WhippleHill which were insignificant to the periods presented have been included in our consolidated financial statements from the date of acquisition.

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Blackbaud, Inc.
Item 2. Management's discussion and analysis of financial condition and results of operations (continued)


Comparison of the three and six months ended June 30, 2014 and 2013
Results of operations
Revenue by segment
 
Three months ended June 30,
 
 
 
 
 
 
Six months ended June 30,
 
 
 
 
 
(in millions)
2014

 
2013

 
Change

 
% Change

 
2014

 
2013

 
Change

 
% Change

ECBU
$
54.4

(1)
$
49.3

 
$
5.1

 
10
%
 
$
104.2

(1)
$
94.0

 
$
10.2

 
11
%
GMBU
63.2

(1)
55.9

 
7.3

 
13
%
 
120.8

(1)
109.0

 
11.8

 
11
%
IBU
12.1

(1)
10.8

 
1.3

 
12
%
 
22.8

(1)
20.0

 
2.8

 
14
%
Target Analytics
9.7

 
9.5

 
0.2

 
2
%
 
19.1

 
18.1

 
1.0

 
6
%
Other
—

 
—

 
—

 
—
%
 
0.1

 
—

 
0.1

 
100
%
Total revenue
$
139.4

 
$
125.5

 
$
13.9

 
11
%
 
$
267.0

 
$
241.1

 
$
25.9

 
11
%
(1)
Included in ECBU, GMBU and IBU revenue for the three months ended June 30, 2014 was $2.4 million, $4.7 million and $0.4 million, respectively, attributable to the prospective change in presentation from net to gross for revenue and costs associated with our payment processing services as a result of certain third-party arrangements that had changes in contractual terms effective October 2013. Included in ECBU, GMBU and IBU revenue for the six months ended June 30, 2014 was $4.6 million, $8.4 million and $0.6 million, respectively, attributable to this same presentation change.

The increases in revenue for ECBU and GMBU during the three and six months ended June 30, 2014 when compared to the same periods in 2013 were primarily attributable to growth in subscriptions revenue. The growth in subscriptions resulted from an increase in demand for our cloud-based and hosted fundraising offerings, an increase in the volume of transactions for which we process payments and an increase in usage-based transaction revenue. Also contributing to the growth in ECBU and GMBU revenue were increases in maintenance revenue primarily from new customers associated with new license agreements and increases in contracts with existing customers.

IBU revenue increased during the three and six months ended June 30, 2014 when compared to the same periods in 2013 primarily due to incremental subscriptions revenue. The growth in IBU subscriptions revenue was primarily attributable to an increase in demand for our cloud-based solutions including Everyday Hero and eTapestry and for our hosted fundraising solutions including the Raiser's Edge. Also contributing to the increase in IBU subscriptions revenue was an increase in the volume of transactions associated with the use of our products to fundraise online. IBU maintenance revenue associated with sales of the Raiser's Edge increased during the three and six months ended June 30, 2014 when compared to the same periods in 2013.

Target Analytics revenue remained relatively unchanged during the three months ended June 30, 2014 when compared to the same period in 2013. The growth in Target Analytics revenue during the six months ended June 30, 2014 when compared to the same period in 2013 was primarily the result of an increase in demand for our subscription-based analytic service offerings. We anticipate incremental growth in this area as demand continues to increase and as we continue to integrate these services into certain of our other subscription and service offerings.

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Blackbaud, Inc.
Item 2. Management's discussion and analysis of financial condition and results of operations (continued)


Operating results
License fees
 
Three months ended June 30,
 
 
 
 
 
 
Six months ended June 30,
 
 
 
 
 
(in millions)
2014

 
2013

 
Change

 
% Change

 
2014

 
2013

 
Change

 
% Change

License fees revenue
$
4.5

 
$
6.0

 
$
(1.5
)
 
(25
)%
 
$
8.4

 
$
9.0

 
$
(0.6
)
 
(7
)%
Cost of license fees
0.5

 
0.6

 
(0.1
)
 
(17
)%
 
1.0

 
1.4

 
(0.4
)
 
(29
)%
License fees gross profit
$
4.0

 
$
5.4

 
$
(1.4
)
 
(26
)%
 
$
7.4

 
$
7.6

 
$
(0.2
)
 
(3
)%
License fees gross margin
89
%
 
90
%
 
 
 
 
 
88
%
 
84
%
 
 
 
 

We derive license fees revenue from the sale of our software products under perpetual license agreements. During the three and six months ended June 30, 2014, revenue from license fees decreased primarily as a result of smaller contributions of revenue from our Blackbaud CRM and Raiser's Edge offerings when compared to the same periods in 2013. Our larger perpetual license transactions, such as those for Blackbaud CRM, have long sales cycles and their timing can result in significant period-to-period variations in revenue. Additionally, we continue to experience a shift in our emerging and mid-sized customers’ buying
preferences away from solutions offered under perpetual license arrangements towards subscription-based hosted applications.
Cost of license fees is primarily comprised of third-party software royalties, variable reseller commissions, amortization of software development costs and amortization of intangibles from business combinations. The decrease in cost of license fees during the three and six months ended June 30, 2014 when compared to the same periods in 2013 was primarily due to a reduction in reseller commissions and fewer sales of products with associated third-party royalty costs. The decrease in reseller commissions was primarily due to improvements in the negotiated rates we pay software resellers.
License fees gross margin percentage during the three months ended June 30, 2014 remained relatively unchanged. The increase in license fees gross margin percentage for the six months ended June 30, 2014 when compared to the same period in 2013 was primarily due to the decrease in reseller commissions and less sales of products with third-party software royalties associated with them relative to the decrease in license fees revenue.
Subscriptions
 
Three months ended June 30,