BLACKBAUD INC 10-Q

ITEM 1. FINANCIAL STATEMENTS Blackbaud, Inc. Condensed Consolidated Balance Sheets (Unaudited) (dollars in thousands) June 30, 2021 December 31, 2020 Assets Current assets: Cash and cash equivalents $ 28,288 $ 35,750 Restricted cash 434,567 609,219 Accounts receivable, net of allowance of $ 9,911 and $ 10,292 at June 30, 2021 and December 31, 2020, respectively 119,270 95,404 Customer funds receivable 5,390 321 Prepaid expenses and other current assets 103,493 78,366 Total current assets 691,008 819,060 Property and equipment, net 104,914 105,177 Operating lease right-of-use assets 22,630 22,671 Software development costs, net 116,562 111,827 Goodwill 637,510 635,854 Intangible assets, net 260,072 277,506 Other assets 70,666 72,639 Total assets $ 1,903,362 $ 2,044,734 Liabilities and stockholders’ equity Current liabilities: Trade accounts payable $ 30,605 $ 27,836 Accrued expenses and other current liabilities 55,808 52,228 Due to customers 438,633 608,264 Debt, current portion 12,911 12,840 Deferred revenue, current portion 339,670 312,236 Total current liabilities 877,627 1,013,404 Debt, net of current portion 531,973 518,193 Deferred tax liability 56,227 54,086 Deferred revenue, net of current portion 5,749 4,678 Operating lease liabilities, net of current portion 17,173 17,357 Other liabilities 9,339 10,866 Total liabilities 1,498,088 1,618,584 Commitments and contingencies (see Note 9) Stockholders’ equity: Preferred stock; 20,000,000 shares authorized, no ne outstanding — — Common stock, $ 0.001 par value; 180,000,000 shares authorized, 62,332,714 and 60,904,638 shares issued at June 30, 2021 and December 31, 2020, respectively 62 61 Additional paid-in capital 605,486 544,963 Treasury stock, at cost; 13,451,524 and 12,054,268 shares at June 30, 2021 and December 31, 2020, respectively ( 449,877 ) ( 353,091 ) Accumulated other comprehensive income (loss) 6,291 ( 2,497 ) Retained earnings 243,312 236,714 Total stockholders’ equity 405,274 426,150 Total liabilities and stockholders’ equity $ 1,903,362 $ 2,044,734 The accompanying notes are an integral part of these condensed consolidated financial statements. Second Quarter 2021 Form 10-Q 3 Blackbaud, Inc. Condensed Consolidated Statements of Comprehensive Income (Unaudited) Three months ended June 30, Six months ended June 30, (dollars in thousands, except per share amounts) 2021 2020 2021 2020 Revenue Recurring $ 216,986 $ 216,260 $ 423,736 $ 421,127 One-time services and other 12,454 15,731 24,895 34,485 Total revenue 229,440 231,991 448,631 455,612 Cost of revenue Cost of recurring 94,435 91,370 183,300 180,921 Cost of one-time services and other 13,635 13,569 28,155 28,883 Total cost of revenue 108,070 104,939 211,455 209,804 Gross profit 121,370 127,052 237,176 245,808 Operating expenses Sales, marketing and customer success 45,452 51,954 94,245 110,689 Research and development 30,222 24,895 59,401 49,872 General and administrative 32,008 29,842 62,595 55,697 Amortization 567 729 1,116 1,470 Restructuring 78 50 132 74 Total operating expenses 108,327 107,470 217,489 217,802 Income from operations 13,043 19,582 19,687 28,006 Interest expense ( 5,054 ) ( 3,893 ) ( 10,168 ) ( 8,052 ) Other income (expense), net 487 630 ( 523 ) 1,700 Income before provision for income taxes 8,476 16,319 8,996 21,654 Income tax provision 1,745 4,496 2,429 5,192 Net income $ 6,731 $ 11,823 $ 6,567 $ 16,462 Earnings per share Basic $ 0.14 $ 0.25 $ 0.14 $ 0.34 Diluted $ 0.14 $ 0.24 $ 0.14 $ 0.34 Common shares and equivalents outstanding Basic weighted average shares 47,756,326 48,239,928 47,560,847 48,138,125 Diluted weighted average shares 48,444,874 48,418,378 48,444,658 48,465,077 Other comprehensive income (loss) Foreign currency translation adjustment 1,783 ( 887 ) 4,294 ( 6,615 ) Unrealized gain (loss) on derivative instruments, net of tax 345 551 4,494 ( 2,571 ) Total other comprehensive income (loss) 2,128 ( 336 ) 8,788 ( 9,186 ) Comprehensive income $ 8,859 $ 11,487 $ 15,355 $ 7,276 The accompanying notes are an integral part of these condensed consolidated financial statements. 4 Second Quarter 2021 Form 10-Q Blackbaud, Inc. Condensed Consolidated Statements of Cash Flows (Unaudited) Six months ended June 30, (dollars in thousands) 2021 2020 Cash flows from operating activities Net income $ 6,567 $ 16,462 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 40,742 46,088 Provision for credit losses and sales returns 4,418 6,677 Stock-based compensation expense 60,554 33,713 Deferred taxes 276 1,945 Amortization of deferred financing costs and discount 879 376 Other non-cash adjustments 155 477 Changes in operating assets and liabilities, net of acquisition and disposal of businesses: Accounts receivable ( 27,134 ) ( 48,167 ) Prepaid expenses and other assets ( 18,162 ) ( 7,068 ) Trade accounts payable 2,356 ( 8,984 ) Accrued expenses and other liabilities 1,443 ( 26,520 ) Deferred revenue 27,828 22,489 Net cash provided by operating activities 99,922 37,488 Cash flows from investing activities Purchase of property and equipment ( 6,128 ) ( 5,887 ) Capitalized software development costs ( 19,862 ) ( 21,679 ) Net cash used in investing activities ( 25,990 ) ( 27,566 ) Cash flows from financing activities Proceeds from issuance of debt 128,300 202,100 Payments on debt ( 113,477 ) ( 185,250 ) Employee taxes paid for withheld shares upon equity award settlement ( 38,712 ) ( 20,996 ) Proceeds from exercise of stock options — 4 Change in due to customers ( 170,061 ) ( 121,612 ) Change in customer funds receivable ( 5,014 ) ( 828 ) Purchase of treasury stock ( 58,074 ) — Dividend payments to stockholders — ( 5,960 ) Net cash used in financing activities ( 257,038 ) ( 132,542 ) Effect of exchange rate on cash, cash equivalents and restricted cash 992 ( 2,229 ) Net decrease in cash, cash equivalents and restricted cash ( 182,114 ) ( 124,849 ) Cash, cash equivalents and restricted cash, beginning of period 644,969 577,295 Cash, cash equivalents and restricted cash, end of period $ 462,855 $ 452,446 The following table provides a reconciliation of cash and cash equivalents and restricted cash reported within the condensed consolidated balance sheets that sum to the total of the same such amounts shown above in the condensed consolidated statements of cash flows: (dollars in thousands) June 30, 2021 December 31, 2020 Cash and cash equivalents $ 28,288 $ 35,750 Restricted cash 434,567 609,219 Total cash, cash equivalents and restricted cash in the statement of cash flows $ 462,855 $ 644,969 The accompanying notes are an integral part of these condensed consolidated financial statements. Second Quarter 2021 Form 10-Q 5 Blackbaud, Inc. Condensed Consolidated Statements of Stockholders' Equity (Unaudited) (dollars in thousands) Common stock Additional paid-in capital Treasury stock Accumulated other comprehensive income (loss) Retained earnings Total stockholders' equity Shares Amount Balance at December 31, 2020 60,904,638 $ 61 $ 544,963 $ ( 353,091 ) $ ( 2,497 ) $ 236,714 $ 426,150 Net loss — — — — — ( 164 ) ( 164 ) Purchase of 465,821 treasury shares under stock repurchase program — — — ( 28,066 ) — — ( 28,066 ) Vesting of restricted stock units 206,418 — — — — — — Employee taxes paid for 240,867 withheld shares upon equity award settlement — — — ( 18,426 ) — — ( 18,426 ) Stock-based compensation — — 29,995 — — 10 30,005 Restricted stock grants 519,009 1 — — — — 1 Restricted stock cancellations ( 34,789 ) — — — — — — Other comprehensive income — — — — 6,660 — 6,660 Balance at March 31, 2021 61,595,276 $ 62 $ 574,958 $ ( 399,583 ) $ 4,163 $ 236,560 $ 416,160 Net income — — — — — 6,731 6,731 Purchase of 405,047 treasury shares under stock repurchase program — — — ( 30,008 ) — — ( 30,008 ) Vesting of restricted stock units 804,323 — — — — — — Employee taxes paid for 285,521 withheld shares upon equity award settlement — — — ( 20,286 ) — — ( 20,286 ) Stock-based compensation — — 30,528 — — 21 30,549 Restricted stock grants 9,431 — — — — — — Restricted stock cancellations ( 76,316 ) — — — — — — Other comprehensive income — — — — 2,128 — 2,128 Balance at June 30, 2021 62,332,714 $ 62 $ 605,486 $ ( 449,877 ) $ 6,291 $ 243,312 $ 405,274 6 Second Quarter 2021 Form 10-Q Blackbaud, Inc. Condensed Consolidated Statements of Stockholders' Equity (continued) (Unaudited) (dollars in thousands) Common stock Additional paid-in capital Treasury stock Accumulated other comprehensive income (loss) Retained earnings Total stockholders' equity Shares Amount Balance at December 31, 2019 60,206,091 $ 60 $ 457,804 $ ( 290,665 ) $ ( 5,290 ) $ 234,855 $ 396,764 Net income — — — — — 4,639 4,639 Payment of dividends ($ 0.12 per share) — — — — — ( 5,960 ) ( 5,960 ) Exercise of stock options and vesting of restricted stock units 210,057 — 1 — — — 1 Employee taxes paid for 245,358 withheld shares upon equity award settlement — — — ( 19,782 ) — — ( 19,782 ) Stock-based compensation — — 13,539 — — 41 13,580 Restricted stock grants 563,947 1 — — — — 1 Restricted stock cancellations ( 47,456 ) — — — — — — Other comprehensive loss — — — — ( 8,850 ) — ( 8,850 ) Balance at March 31, 2020 60,932,639 $ 61 $ 471,344 $ ( 310,447 ) $ ( 14,140 ) $ 233,575 $ 380,393 Net income — — — — — 11,823 11,823 Exercise of stock options and vesting of restricted stock units 7,111 — 3 — — — 3 Employee taxes paid for 21,200 withheld shares upon equity award settlement — — — ( 1,214 ) — — ( 1,214 ) Stock-based compensation — — 20,103 — — 30 20,133 Restricted stock grants 20,776 — — — — — — Restricted stock cancellations ( 59,426 ) — — — — — — Other comprehensive loss — — — — ( 336 ) — ( 336 ) Balance at June 30, 2020 60,901,100 $ 61 $ 491,450 $ ( 311,661 ) $ ( 14,476 ) $ 245,428 $ 410,802 The accompanying notes are an integral part of these condensed consolidated financial statements. Second Quarter 2021 Form 10-Q 7 Table of Contents Blackbaud, Inc. Notes to Condensed Consolidated Financial Statements (Unaudited) 1. Organization We are the world’s leading cloud software company powering social good. Serving the entire social good community—nonprofits, higher education institutions, K–12 schools, healthcare organizations, faith communities, arts and cultural organizations, foundations, companies and individual change agents—we connect and empower organizations to increase their impact through cloud software, services, expertise and data intelligence. Our portfolio is tailored to the unique needs of vertical markets, with solutions for fundraising and CRM, marketing, advocacy, peer-to-peer fundraising, corporate social responsibility, school management, ticketing, grantmaking, financial management, payment processing and analytics. Serving the industry for four decades, we are headquartered in Charleston, South Carolina, and have operations in the United States, Australia, Canada, Costa Rica and the United Kingdom. 2. Basis of Presentation Unaudited condensed consolidated interim financial statements The accompanying condensed consolidated interim 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 ("U.S.") ("GAAP"). The consolidated balance sheet at December 31, 2020 has been derived from the audited consolidated financial statements at that date. Operating results and cash flows for the six months ended June 30, 2021 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2021, 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 condensed consolidated interim 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, 2020, and other forms filed with the SEC from time to time. Basis of consolidation The condensed consolidated financial statements include the accounts of Blackbaud, Inc. and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. Reportable segment We report our operating results and financial information in one operating and reportable segment. Our chief operating decision maker uses consolidated financial information to make operating decisions, assess financial performance and allocate resources. Our chief operating decision maker is our chief executive officer ("CEO"). As discussed in Note 13, beginning in the second quarter of 2021, we combined our General Markets Group ("GMG") and Enterprise Markets Group ("EMG") into a single U.S. Markets Group ("UMG") and moved our Corporations vertical under our International Markets Group ("IMG"). This change was made to better align our resources toward customer retention and growth which, are key objectives as we progress toward our long-term aspirational goals. The change did not impact our conclusion that we have one operating and reportable segment and one goodwill reporting unit. 8 Second Quarter 2021 Form 10-Q Table of Contents Blackbaud, Inc. Notes to Condensed Consolidated Financial Statements (Unaudited) Risks and uncertainties related to COVID-19 We are subject to risks and uncertainties as a result of the global COVID-19 pandemic. We believe that COVID-19 may continue to significantly impact our vertical markets and geographies, but the magnitude of the impact on our business cannot be determined at this time due to numerous uncertainties, including the duration of the outbreak, the severity of variants which may develop, travel restrictions and business closures, the effectiveness of vaccination programs and other actions taken to contain the disease and other unforeseeable consequences. Use of estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that 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 intangible assets, income taxes, business combinations, stock-based compensation, capitalization of software development costs, our allowances for credit losses and sales returns, costs of obtaining contracts, valuation of derivative instruments and loss contingencies, among others. Changes in the facts or circumstances underlying these estimates, including due to COVID-19, could result in material changes and actual results could materially differ from these estimates. Recently issued accounting pronouncements There are no recently issued accounting pronouncements that we expect to have a material impact on our consolidated financial statements when adopted in the future. Summary of significant accounting policies There have been no new or material changes to our significant accounting policies described in our Annual Report on Form 10-K for the year ended December 31, 2020, filed with the SEC on February 23, 2021. 3. Goodwill and Other Intangible Assets The change in goodwill during the six months ended June 30, 2021, consisted of the following: (dollars in thousands) Total Balance at December 31, 2020 $ 635,854 Effect of foreign currency translation 1,656 Balance at June 30, 2021 $ 637,510 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. Second Quarter 2021 Form 10-Q 9 Table of Contents Blackbaud, Inc. Notes to Condensed Consolidated Financial Statements (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, (dollars in thousands, except per share amounts) 2021 2020 2021 2020 Numerator: Net income $ 6,731 $ 11,823 $ 6,567 $ 16,462 Denominator: Weighted average common shares 47,756,326 48,239,928 47,560,847 48,138,125 Add effect of dilutive securities: Stock-based awards 688,548 178,450 883,811 326,952 Weighted average common shares assuming dilution 48,444,874 48,418,378 48,444,658 48,465,077 Earnings per share: Basic $ 0.14 $ 0.25 $ 0.14 $ 0.34 Diluted $ 0.14 $ 0.24 $ 0.14 $ 0.34 Anti-dilutive shares excluded from calculations of diluted earnings per share 907,210 1,484,976 1,032,655 1,329,519 5. Fair Value Measurements 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. 10 Second Quarter 2021 Form 10-Q Table of Contents Blackbaud, Inc. Notes to Condensed Consolidated Financial Statements (Unaudited) Recurring fair value measurements Assets and liabilities that are measured at fair value on a recurring basis consisted of the following, as of the dates indicated below: Fair value measurement using (dollars in thousands) Level 1 Level 2 Level 3 Total Fair value as of June 30, 2021 Financial assets: Derivative instruments $ — $ 2,061 $ — $ 2,061 Total financial assets $ — $ 2,061 $ — $ 2,061 Financial liabilities: Derivative instruments $ — $ 138 $ — $ 138 Total financial liabilities $ — $ 138 $ — $ 138 Fair value as of December 31, 2020 Financial liabilities: Derivative instruments $ — $ 4,159 $ — $ 4,159 Total financial liabilities $ — $ 4,159 $ — $ 4,159 Our derivative instruments within the scope of Accounting Standards Codification ("ASC") 815, Derivatives and Hedging , are required to be recorded at fair value. Our derivative instruments that are recorded at fair value include interest rate swaps. 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. The Financial Co nduct Authority in the U.K. has stated that it plans to phase out all tenors of LIBOR by June 2023. We do not currently anticipate a significant impact to our financial position or results of operations as a result of this action as we expect that our financial contracts currently indexed to LIBOR will either expire or be modified without significant financial impact before the p hase out occurs. We believe the carrying amounts of our cash and cash equivalents, restricted cash, accounts receivable, trade accounts payable, accrued expenses and other current liabilities and due to customers approximate their fair values at June 30, 2021 and December 31, 2020, due to the immediate or short-term maturity of these instruments. We believe the carrying amount of our debt approximates its fair value at June 30, 2021 and December 31, 2020, as the debt bears interest rates that approximate market value. As LIBOR rates are observable at commonly quoted intervals, our debt under the 2020 Credit Facility (as defined below) is classified within Level 2 of the fair value hierarchy. Our fixed rate debt is also classified within Level 2 of the fair value hierarchy. We did not transfer any assets or liabilities among the levels within the fair value hierarchy during the six months ended June 30, 2021. Additionally, we did not hold any Level 3 assets or liabilities during the six months ended June 30, 2021. Second Quarter 2021 Form 10-Q 11 Table of Contents Blackbaud, Inc. Notes to Condensed Consolidated Financial Statements (Unaudited) Non-recurring fair value measurements Assets and liabilities that are measured at fair value on a non-recurring basis include long-lived assets, intangible assets, goodwill and operating lease right-of-use ("ROU") assets. These assets are recognized at fair value during the period in which an acquisition is completed or at lease commencement, from updated estimates and assumptions during the measurement period, or when they are considered to be impaired. These non-recurring fair value measurements, primarily for long-lived assets, intangible assets acquired and operating lease ROU assets, are based on Level 3 unobservable inputs. In the event of an impairment, we determine the fair value of these assets other than goodwill using a discounted cash flow approach, which contains significant unobservable inputs and, therefore, is considered a Level 3 fair value measurement. The unobservable inputs in the analysis generally include future cash flow projections and a discount rate. For goodwill impairment testing, we estimate fair value using market-based methods including the use of market capitalization and consideration of a control premium. There were no non-recurring fair value adjustments to our long-lived assets, intangible assets, goodwill and operating lease ROU assets during the six months ended June 30, 2021 . 6. Consolidated Financial Statement Details Restricted cash (dollars in thousands) June 30, 2021 December 31, 2020 Restricted cash due to customers $ 433,243 $ 607,943 Real estate escrow balances 1,324 1,276 Total restricted cash 434,567 609,219 Prepaid expenses and other assets (dollars in thousands) June 30, 2021 December 31, 2020 Costs of obtaining contracts (1)(2) $ 81,478 $ 84,914 Prepaid software maintenance and subscriptions (3) 32,599 24,471 Receivables for probable insurance recoveries (4) 23,373 6,288 Implementation costs for cloud computing arrangements, net (5)(6) 12,068 11,298 Unbilled accounts receivable 5,579 10,385 Prepaid insurance 4,991 1,426 Derivative instruments 2,061 — Taxes, prepaid and receivable 1,474 1,891 Other assets 10,536 10,332 Total prepaid expenses and other assets 174,159 151,005 Less: Long-term portion 70,666 72,639 Prepaid expenses and other current assets $ 103,493 $ 78,366 (1) Amortization expense from costs of obtaining contracts was $ 9.0 million and $ 18.2 million for the three and six months ended June 30, 2021, respectively, and $ 9.4 million and $ 18.9 million for the three and six months ended June 30, 2020, respectively. (2) The current portion of costs of obtaining contracts as of June 30, 2021 and December 31, 2020 was $ 31.0 million and $ 31.9 million, respectively. (3) The current portion of prepaid software maintenance and subscriptions as of June 30, 2021 and December 31, 2020 was $ 28.2 million and $ 19.8 million, respectively. (4) See discussion of the Security Incident at Note 9. (5) These costs primarily relate to the multi-year implementations of our new global enterprise resource planning and customer relationship management systems. (6) Amortization expense from capitalized cloud computing implementation costs was insignificant and $ 0.9 million for the three and six months ended June 30, 2021, respectively, and insignificant for the three and six months ended June 30, 2020. Accumulated amortization for these costs was $ 2.0 million as of June 30, 2021 and $ 1.1 million as of December 31, 2020. 12 Second Quarter 2021 Form 10-Q Table of Contents Blackbaud, Inc. Notes to Condensed Consolidated Financial Statements (Unaudited) Accrued expenses and other liabilities (dollars in thousands) June 30, 2021 December 31, 2020 Taxes payable (1) $ 14,310 $ 19,577 Accrued legal costs 17,796 4,808 Operating lease liabilities, current portion 7,856 9,359 Customer credit balances 5,816 5,874 Accrued commissions and salaries 4,970 5,010 Unrecognized tax benefit 3,563 3,351 Accrued health care costs 2,526 2,341 Accrued vacation costs 2,206 2,311 Derivative instruments 138 4,159 Other liabilities 5,966 6,304 Total accrued expenses and other liabilities 65,147 63,094 Less: Long-term portion 9,339 10,866 Accrued expenses and other current liabilities $ 55,808 $ 52,228 (1) We deferred payments of the employer's portion of Social Security taxes during 2020 under the Coronavirus, Aid, Relief and Economic Security Act ("CARES Act"), half of which is due by the end of calendar year 2021 with the remainder due by the end of calendar year 2022. Other income (expense), net Three months ended June 30, Six months ended June 30, (dollars in thousands) 2021 2020 2021 2020 Interest income $ 77 $ 110 $ 229 $ 632 Other income (expense), net 410 520 ( 752 ) 1,068 Other income (expense), net $ 487 $ 630 $ ( 523 ) $ 1,700 7. 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 (dollars in thousands) June 30, 2021 December 31, 2020 June 30, 2021 December 31, 2020 Credit facility: Revolving credit loans $ 90,000 $ 69,625 1.73 % 1.83 % Term loans 395,000 400,000 2.60 % 3.12 % Real estate loans 60,074 60,626 5.22 % 5.22 % Other debt 2,232 3,926 5.00 % 5.00 % Total debt 547,306 534,177 2.75 % 3.21 % Less: Unamortized discount and debt issuance costs 2,422 3,144 Less: Debt, current portion 12,911 12,840 2.61 % 2.61 % Debt, net of current portion $ 531,973 $ 518,193 2.76 % 3.22 % Second Quarter 2021 Form 10-Q 13 Table of Contents Blackbaud, Inc. Notes to Condensed Consolidated Financial Statements (Unaudited) 2020 credit facility In October 2020, we entered into a five-year $ 900.0 million senior credit facility (the "2020 Credit Facility"). At June 30, 2021, we were in compliance with our debt covenants under the 2020 Credit Facility. Real estate loans In August 2020, we completed the purchase of our global headquarters facility. As part of the purchase price, we assumed the Seller’s obligations under two senior secured notes with an aggregate outstanding principal amount of $ 61.1 million (collectively, the “Real Estate Loans”). At June 30, 2021, we were in compliance with our debt covenants under the Real Estate Loans. Other debt From time to time, we enter into third-party financing agreements for purchases of software and related services for our internal use. Generally, the agreements are non-interest-bearing notes requiring annual payments. Interest associated with the notes is imputed at the rate we would incur for amounts borrowed under our then-existing credit facility at the inception of the notes. The following table summarizes our currently effective financing agreements as of June 30, 2021: (dollars in thousands) Term in Months Number of Annual Payments First Annual Payment Due Original Loan Value Effective dates of agreements: December 2019 51 4 January 2020 $ 2,150 January 2020 39 3 March 2020 3,470 As of June 30, 2021, the required annual maturities related to the 2020 Credit Facility, the Real Estate Loans and our other debt were as follows: Years ending December 31, (dollars in thousands) Annual maturities 2021 - remaining $ 5,594 2022 12,985 2023 11,983 2024 11,609 2025 451,784 Thereafter 53,351 Total required maturities $ 547,306 8. Derivative Instruments Cash flow hedges We generally use derivative instruments to manage our variable interest rate risk. We have entered into interest rate swap agreements, which effectively convert portions of our variable rate debt under the 2020 Credit Facility to a fixed rate for the term of the swap agreements. We designated each of the interest rate swap agreements as a cash flow hedge at the inception of the contracts. 14 Second Quarter 2021 Form 10-Q Table of Contents Blackbaud, Inc. Notes to Condensed Consolidated Financial Statements (Unaudited) The terms and notional values of our derivative instruments were as follows as of June 30, 2021: (dollars in thousands) Term of derivative instrument Notional value Derivative instruments designated as hedging instruments: Interest rate swap July 2017 - July 2021 $ 150,000 Interest rate swap November 2020 - October 2024 60,000 Interest rate swap November 2020 - October 2024 60,000 Interest rate swap June 2021 - October 2024 120,000 $ 390,000 Forward-starting interest rate swap July 2021 - October 2024 120,000 $ 120,000 In July 2021, we entered into a new interest rate swap agreement. See additional details at Note 14. The fair values of our derivative instruments were as follows as of: Asset derivatives Liability derivatives (dollars in thousands) Balance sheet location June 30, 2021 December 31, 2020 Balance sheet location June 30, 2021 December 31, 2020 Derivative instruments designated as hedging instruments: Interest rate swaps, current portion Prepaid expenses and other current assets $ — $ — Accrued expenses and other current liabilities $ 138 $ 2,698 Interest rate swaps, long-term portion Other assets 2,061 — Other liabilities — 1,461 Total derivative instruments designated as hedging instruments $ 2,061 $ — $ 138 $ 4,159 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 gain (loss) reclassified from accumulated other comprehensive loss into income Gain (loss) reclassified from accumulated other comprehensive loss into income (dollars in thousands) June 30, 2021 Three months ended June 30, 2021 Six months ended June 30, 2021 Interest rate swaps $ 1,923 Interest expense $ ( 1,408 ) $ ( 2,784 ) June 30, 2020 Three months ended June 30, 2020 Six months ended June 30, 2020 Interest rate swaps $ ( 5,233 ) Interest expense $ ( 1,018 ) $ ( 1,223 ) 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. The estimated accumulated other comprehensive loss as of June 30, 2021 that is expected to be reclassified into earnings within the next twelve months Second Quarter 2021 Form 10-Q 15 Table of Contents Blackbaud, Inc. Notes to Condensed Consolidated Financial Statements (Unaudited) is $ 1.2 million. There were no ineffective portions of our interest rate swap derivatives during the six months ended June 30, 2021 and 2020. See Note 12 for a summary of the changes in accumulated other comprehensive income (loss) by component. 9. Commitments and Contingencies Leases We have operating leases for corporate offices, subleased offices and certain equipment and furniture. As of June 30, 2021, we did not have any operating leases that had not yet commenced. The components of lease expense were as follows: Three months ended June 30, Six months ended June 30, (dollars in thousands) 2021 2020 2021 2020 Operating lease cost (1) $ 2,372 $ 6,281 $ 5,213 $ 12,592 Variable lease cost 699 1,113 1,398 2,371 Sublease income ( 366 ) ( 940 ) ( 826 ) ( 1,853 ) Net lease cost $ 2,705 $ 6,454 $ 5,785 $ 13,110 (1) Includes short-term lease costs, which were immaterial. Other commitments The term loans under the 2020 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 2020 Credit Facility in October 2025. The Real Estate Loans also require periodic principal payments and the balance of the Real Estate Loans are due upon maturity in April 2038. We have contractual obligations for third-party technology used in our solutions and for other services we purchase as part of our normal operations. In certain cases, these arrangements require a minimum annual purchase commitment by us. As of June 30, 2021, the remaining aggregate minimum purchase commitment under these arrangements was approximately $ 45.0 million through 2024. Solution and service indemnifications In the ordinary course of business, we provide certain indemnifications of varying scope to customers against claims of intellectual property infringement made by third parties arising from the use of our solutions or services. If we determine that it is probable that a loss has been incurred related to solution or service indemnifications, any such loss that could be reasonably estimated would be recognized. We have not identified any losses and, accordingly, we have not recorded a liability related to these indemnifications. Legal proceedings We are subject to legal proceedings and claims that arise in the ordinary course of business, as well as certain other non-ordinary course proceedings, claims and inquiries, as described below. We make a provision for a loss contingency when it is both probable that a material liability has been incurred and the amount of the loss can be reasonably estimated. If only a range of estimated losses can be determined, we accrue an amount within the range that, in our judgment, reflects the most likely outcome; if none of the estimates within that range is a better estimate than any other amount, we accrue the low end of the range. For proceedings in which an unfavorable outcome is reasonably possible but not probable and an estimate of the loss or range of losses arising from the proceeding can be made, we disclose such an estimate, if material. If such a loss or range of losses is not reasonably estimable, we disclose that fact. We review any such loss contingency provisions at least quarterly and adjust them to reflect the impacts of negotiations, settlements, rulings, advice of legal counsel and other information and events pertaining to a particular case. We 16 Second Quarter 2021 Form 10-Q Table of Contents Blackbaud, Inc. Notes to Condensed Consolidated Financial Statements (Unaudited) recognize insurance recoveries, if any, when they are probable of receipt. All associated costs due to third-party service providers and consultants, including legal fees, are expensed as incurred. Legal proceedings are inherently unpredictable. However, we believe that we have valid defenses with respect to the legal matters pending or threatened against us and intend to defend ourselves vigorously against all claims asserted. It is possible that our consolidated financial position, results of operations or cash flows could be materially negatively affected in any particular period by an unfavorable resolution of one or more of such legal proceedings. Security incident As previously disclosed, we are subject to risks and uncertainties as a result of a ransomware attack against us in May 2020 in which a cybercriminal removed a copy of a subset of data from our self-hosted environment (the "Security Incident"). Based on the nature of the Security Incident, our research and third party (including law enforcement) investigation, we have no reason to believe that any data went beyond the cybercriminal, was or will be misused, or will be disseminated or otherwise made available publicly. Our investigation into the Security Incident by our cybersecurity team and third-party forensic advisors remains ongoing. As a result of the Security Incident, we are currently subject to certain legal proceedings, claims, inquiries and investigations, as discussed below, and could be the subject of additional legal proceedings, claims, inquires and investigations in the future that might result in adverse judgments, settlements, fines, penalties, or other resolution. To limit our exposure to losses related to claims against us, including data breaches such as the Security Incident, we maintain $ 50 million of insurance above a $ 250 thousand deductible payable by us. As noted below, this coverage has reduced our fina ncial exposure related to the Security Incident, and we will continue to seek recoveries under these insurance policies. Based on our review of expenses incurred to date, and upon consideration of the number of matters outstanding (as described below), w e believe it is probable that total losses related to the Security Incident will ultimately exceed the limits of our insurance coverage. However, we are currently unable to determine when that will be the case nor are we able to determine the approximate amount or range of any such excess. In the three and six months ended June 30, 2021, we recorded $ 11.7 million and $ 24.4 million, respectively, of expenses related to the Security Incident and offsetting probable insurance recoveries of $ 11.2 million and $ 23.9 million, respectively. As of June 30, 2021, we have recorded cumulative expenses related to the Security Incident of $ 34.2 million and cumulative probable insurance recoveries of $ 33.3 million. Due to the time required to submit and process such insurance claims, we have not yet received all of the accrued insurance recoveries. Of the insurance recoveries recorded, $ 10.0 million had been paid as of June 30, 2021. Recorded expenses consisted primarily of payments to third-party service providers and consultants, including legal fees. We present expenses and insurance recoveries related to the Security Incident in general and administrative expense on our condensed consolidated statements of comprehensive income and as operating activities on our condensed consolidated statements of cash flows. We expect to continue to experience significant expenses related to our response to the Security Incident, resolution of legal proceedings, claims, inquiries and investigations discussed below, and our efforts to further enhance our security measures, and those expenses may be material. Based on our analysis of the factors described above, we have not recorded a liability related to the Security Incident as of June 30, 2021 because we are unable at this time to reasonably estimate the possible loss or range of loss. Customer claims. To date, we have received approximately 260 specific requests for reimbursement of expenses ("Customer Reimbursement Requests") and approximately 400 reservations of the right to seek expense recovery in the future from customers or their attorneys in the U.S., U.K. and Canada related to the Security Incident (none of which have as yet been filed in court and only one of which is in arbitration). Of the Customer Reimbursement Requests received to date, approximately 160 have been fully resolved and closed. Customer claims generally seek reimbursement of their costs and expenses associated with notifying their own customers of the Security Incident and taking steps to assure that personal information has not been compromised as a result of the Security Incident. Our review of customer claims includes analyzing individual customer contracts into which we have entered, the specific claims made and applicable law. Customer constituent class actions. Presently, we are a defendant in 29 putative consumer class action cases [ 27 in U.S. federal courts (some of which have been consolidated under multi district litigation to a single federal court) and 2 Second Quarter 2021 Form 10-Q 17 Table of Contents Blackbaud, Inc. Notes to Condensed Consolidated Financial Statements (Unaudited) in Canadian courts] alleging harm from the Security Incident. The plaintiffs in these cases, who purport to represent various classes of individual constituents of our customers, generally claim to have been harmed by alleged actions and/or omissions by us in connection with the Security Incident and assert a variety of common law and statutory claims seeking monetary damages, injunctive relief, costs and attorneys’ fees, and other related relief. Lawsuits that are putative class actions require a plaintiff to satisfy a number of procedural requirements before proceeding to trial. These requirements include, among others, demonstration to a court that the law proscribes in some manner our activities, the making of factual allegations sufficient to suggest that our activities exceeded the limits of the law and a determination by the court—known as class certification—that the law permits a group of individuals to pursue the case together as a class. If these procedural requirements are not met, the lawsuit cannot proceed as a class action and the plaintiff may lose the financial incentive to proceed with the case. Frequently, a court’s determination as to these procedural requirements is subject to appeal to a higher court. As a result of these uncertainties, we may be unable to determine the probability of loss until, or after, a court has finally determined that a plaintiff has satisfied the applicable class action procedural requirements. Furthermore, for putative class actions, it is often not possible to estimate the possible loss or a range of loss amounts, even where we have determined that a loss is reasonably possible. Generally, class actions involve a large number of people and raise complex legal and factual issues that result in uncertainty as to their outcome and, ultimately, making it difficult for us to estimate the amount of damages that a plaintiff might successfully prove. This analysis is further complicated by the fact that the plaintiffs lack contractual privity with us. Governmental inquiries and investigations. To date, we have received a consolidated, multi-state Civil Investigative Demand issued on behalf of 47 state Attorneys General and the District of Columbia and separate Civil Investigative Demands from the offices of the Illinois Attorney General and the California Attorney General relating to the Security Incident. In addition, we have received communications, inquires and requests from the U.S. Federal Trade Commission, the SEC, the U.S. Department of Health and Human Services, the Information Commissioner’s Office in the United Kingdom under the U.K. Data Protection Act 2018, the Office of the Australian Information Commissioner, the Office of the Privacy Commissioner of Canada and the Spanish Data Protection Agency. We are cooperating with these offices and responding to their inquiries, which include various requests for documents, policies, narratives and communications, as well as requests to interview or depose various Company-related personnel. As noted above, each of these separate governmental inquiries and investigations could result in adverse judgements, settlements, fines, penalties, or other resolution, the amount, scope and timing of which we are currently unable to predict, but could be material. 10. Income Taxes Our income tax provision and effective income tax rates, including the effects of period-specific events, were: Three months ended June 30, Six months ended June 30, (dollars in thousands) 2021 2020 2021 2020 Income tax provision $ 1,745 $ 4,496 $ 2,429 $ 5,192 Effective income tax rate 20.6 % 27.6 % 27.0 % 24.0 % The decrease in our effective income tax rate for the three months ended June 30, 2021, when compared to the same period in 2020, was primarily attributable to a 2021 discrete tax benefit against lower pre-tax income. The 2020 effective income tax rate was negatively impacted by discrete adjustments comprised of tax expense attributable to stock-based compensation and unrecognized tax benefits net of benefit attributable to deferred tax adjustment. The 2021 effective income tax rate was positively impacted by increased tax benefit attributable to stock-based compensation offset against tax expense attributable to a corporate income tax rate increase enacted during the period against lower pre-tax income. The increase in our effective income tax rate for the six months ended June 30, 2021 when compared to the same periods in 2020, was primarily attributable to the impact of non deductible expenses against lower pre-tax income. 18 Second Quarter 2021 Form 10-Q Table of Contents Blackbaud, Inc. Notes to Condensed Consolidated Financial Statements (Unaudited) 11. Stock-based Compensation Stock-based compensation expense is allocated to cost of revenue and operating expenses on the condensed 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, (dollars in thousands) 2021 2020 2021 2020 Included in cost of revenue: Cost of recurring $ 3,492 $ 1,151 $ 5,903 $ 1,621 Cost of one-time services and other 1,745 1,419 4,692 1,814 Total included in cost of revenue 5,237 2,570 10,595 3,435 Included in operating expenses: Sales, marketing and customer success 4,678 3,603 10,106 6,081 Research and development 6,901 4,348 13,615 7,147 General and administrative 13,733 9,612 26,238 17,050 Total included in operating expenses 25,312 17,563 49,959 30,278 Total stock-based compensation expense $ 30,549 $ 20,133 $ 60,554 $ 33,713 12. Stockholders' Equity Stock repurchase program In November 2020, our Board of Directors reauthorized and expanded a stock repurchase program that authorizes us to purchase up to $ 250.0 million of our outstanding shares of common stock. The program does not have an expiration date. Under the stock repurchase program, we are authorized to repurchase shares from time to time in accordance with applicable laws both on the open market, including under trading plans established pursuant to Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, and in privately negotiated transactions. The timing and amount of repurchases depends on several factors, including market and business conditions, the trading price of our common stock and the nature of other investment opportunities. The repurchase program may be limited, suspended or discontinued at any time without prior notice. Under the 2020 Credit Facility, we have restrictions on our ability to repurchase shares of our common stock, which are summarized on page 40 below. We account for purchases of treasury stock under the cost method. During the three and six months ended June 30, 2021, we purchased 405,047 and 870,868 shares for $ 30.0 million and $ 58.1 million, respectively. The remaining amount available to purchase stock under the stock repurchase program was $ 150.9 million as of June 30, 2021. Second Quarter 2021 Form 10-Q 19 Table of Contents Blackbaud, Inc. Notes to Condensed Consolidated Financial Statements (Unaudited) Changes in accumulated other comprehensive income (loss) by component The changes in accumulated other comprehensive income (loss) by component, consisted of the following: Three months ended June 30, Six months ended June 30, (dollars in thousands) 2021 2020 2021 2020 Accumulated other comprehensive income (loss), beginning of period $ 4,163 $ ( 14,140 ) $ ( 2,497 ) $ ( 5,290 ) By component: Gains and losses on cash flow hedges: Accumulated other comprehensive income (loss) balance, beginning of period $ 1,048 $ ( 4,445 ) $ ( 3,101 ) $ ( 1,323 ) Other comprehensive income (loss) before reclassifications, net of tax effects of $ 244 , $ 71 , $( 856 ) and $ 1,225 ( 692 ) ( 200 ) 2,438 ( 3,473 ) Amounts reclassified from accumulated other comprehensive (loss) income to interest expense 1,408 1,018 2,784 1,223 Tax benefit included in provision for income taxes ( 371 ) ( 267 ) ( 728 ) ( 321 ) Total amounts reclassified from accumulated other comprehensive (loss) income 1,037 751 2,056 902 Net current-period other comprehensive income (loss) 345 551 4,494 ( 2,571 ) Accumulated other comprehensive income (loss) balance, end of period $ 1,393 $ ( 3,894 ) $ 1,393 $ ( 3,894 ) Foreign currency translation adjustment: Accumulated other comprehensive income (loss) balance, beginning of period $ 3,115 $ ( 9,695 ) $ 604 $ ( 3,967 ) Translation adjustments 1,783 ( 887 ) 4,294 ( 6,615 ) Accumulated other comprehensive income (loss) balance, end of period 4,898 ( 10,582 ) 4,898 ( 10,582 ) Accumulated other comprehensive income (loss), end of period $ 6,291 $ ( 14,476 ) $ 6,291 $ ( 14,476 ) 13. Revenue Recognition Transaction price allocated to the remaining performance obligations As of June 30, 2021, approximately $ 797 million of revenue is expected to be recognized from remaining performance obligations. We expect to recognize revenue on approximately 55 % of these remaining performance obligations over the next 12 months, with the remainder recognized thereafter. We applied the practical expedient in ASC 606-10-50-14 and have excluded the value of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less (one-time services); and (ii) contracts for which we recognize revenue at the amount to which we have the right to invoice for services performed (transactional revenue). Contract balances Our contract assets as of June 30, 2021 and December 31, 2020 were insignificant. Our opening and closing balances of deferred revenue were as follows: (in thousands) June 30, 2021 December 31, 2020 Total deferred revenue $ 345,419 $ 316,914 20 Second Quarter 2021 Form 10-Q Table of Contents Blackbaud, Inc. Notes to Condensed Consolidated Financial Statements (Unaudited) The increase in deferred revenue during the six months ended June 30, 2021 was primarily due to a seasonal increase in customer contract renewals and, to a lesser extent, early progress in initiatives to bring our pricing in line with the market . Historically, due to the timing of customer budget cycles, we have an increase in customer contract renewals at or near the beginning of our third quarter. The amount of revenue recognized during the six months ended June 30, 2021 that was included in the deferred reven ue balance at the beginning of the period was approximately $ 229 million. The amount of revenue recognized during the six months ended June 30, 2021 from performance obligations satisfied in prior periods was insignificant. Disaggregation of revenue We sell our cloud solutions and related services in three primary geographical markets: to customers in the United States, to customers in the United Kingdom and to customers located in other countries. The following table presents our revenue by geographic area based on the address of our customers: Three months ended June 30, Six months ended June 30, (dollars in thousands) 2021 2020 2021 2020 United States $ 192,000 $ 189,304 $ 377,327 $ 383,263 United Kingdom 24,505 29,535 46,810 45,359 Other countries 12,935 13,152 24,494 26,990 Total revenue $ 229,440 $ 231,991 $ 448,631 $ 455,612 Beginning in the second quarter of 2021, we combined our General Markets Group ("GMG") and Enterprise Markets Group ("EMG") into a single U.S. Markets Group ("UMG") and moved our Corporations vertical under our International Markets Group ("IMG"). This change was made to better align our resources toward customer retention and growth, which are key objectives as we progress toward our long-term aspirational goals. The UMG and the IMG comprised our go-to-market organizations as of June 30, 2021. The following is a description of each market group as of that date: • The UMG focuses on sales primarily to all prospects and customers inside of the U.S.; and • The IMG focuses on sales primarily to all prospects and customers outside of the U.S, as well as corporations. The following table presents our revenue by market group: Three months ended June 30, Six months ended June 30, (dollars in thousands) 2021 2020 (1) 2021 2020 (1) UMG $ 179,436 $ 182,925 $ 352,903 $ 370,544 IMG 50,028 49,790 95,797 85,828 Other ( 24 ) ( 724 ) ( 69 ) ( 760 ) Total revenue $ 229,440 $ 231,991 $ 448,631 $ 455,612 (1) Due to the market group change discussed above, we have recast our revenue by market group for the three and six months ended June 30, 2020 to present them on a consistent basis with the current year. The following table presents our recurring revenue by type: Three months ended June 30, Six months ended June 30, (dollars in thousands) 2021 2020 2021 2020 Contractual recurring $ 151,150 $ 148,214 $ 297,971 $ 295,958 Transactional recurring 65,836 68,046 125,765 125,169 Total recurring revenue $ 216,986 $ 216,260 $ 423,736 $ 421,127 Second Quarter 2021 Form 10-Q 21 Table of Contents Blackbaud, Inc. Notes to Condensed Consolidated Financial Statements (Unaudited) 14. Subsequent Events Interest rate swap agreement In July 2021, we entered into an additional interest rate swap agreement (the "July 2021 Swap Agreement"), which effectively converts portions of our variable rate debt under the 2020 Credit Facility to a fixed rate for the term of the July 2021 Swap Agreement. The notional value of the July 2021 Swap Agreement was $ 75.0 million with an effective date beginning in July 2021 through Oct 2024. We designated the July 2021 Swap Agreement as a cash flow hedge at the inception of the contract. See Note 8 for information about our other interest rate swap agreements. 22 Second Quarter 2021 Form 10-Q Table of Contents Blackbaud, Inc. (Unaudited)