What changed in this filing

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Item 9A. Controls and Procedures

2022-03-01 compared with 2021-02-23 · 57 added, 99 removed, 144 unchanged (52% of the section changed)

5 unchanged sentences

Changes in Internal Control Over Financial Reporting

Although we do not believe it materially affected, or is reasonably likely to materially affect, our internal control over financial reporting, our evaluation of the effectiveness of internal control over financial reporting as of December 31, 2021 excluded EVERFI as discussed below.

We are working to integrate EVERFI into our overall internal control over financial reporting processes.

No change in internal control over financial reporting occurred during the fiscal quarter ended December 31, 2021 with respect to our operations that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

9 unchanged sentences

Based on this evaluation under the Internal Control - Integrated Framework , management concluded that our internal control over financial reporting was effective as of December 31, 2021.

2021 Form 10-K

Blackbaud, Inc.

We excluded EVERFI from our evaluation of the effectiveness of internal control over financial reporting as of December 31, 2021, as permitted by the guidance issued by the Office of the Chief Accountant of the Securities and Exchange Commission (not to extend more than one year beyond the date of the acquisition or for more than one annual reporting period).

The acquisition of EVERFI was completed on December 31, 2021.

As of and for the year ended December 31, 2021, EVERFI's assets represented approximately 6% of our consolidated total assets and its revenue represented 0% of our consolidated total revenue.

The effectiveness of our internal control over financial reporting as of December 31, 2021, has been audited by our independent registered public accounting firm, as stated in their attestation report, which is included in Item 8 of this Annual Report on Form 10-K.

OTHER INFORMATION

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not applicable.

2021 Form 10-K

16 unchanged sentences

See the "Index to consolidated financial statements" in Part II Item 8 of this report.

There were no retrospective changes to the Consolidated Statement of Operations for any quarters in the two most recent fiscal years that would require disclosure under Item 302, as amended.

Financial statement schedules

5 unchanged sentences

S-1/A 4/6/2004 2.1

* Stock Purchase Agreement dated as of February 1, 2011 by and among Public Interest Data, Inc., all for the stockholders of Public Interest Data, Inc., Stephen W.

Zautke, as stockholder representative and Blackbaud, Inc.

10-Q 5/10/2011 2.3

Agreement and Plan of Merger dated as of January 16, 2012 by and among Blackbaud, Inc., Caribou Acquisition Corporation and Convio, Inc.

10 unchanged sentences

8-K 10/8/2015 10.79

Agreement and Plan of Merger, dated as of December 30, 2021, by and among Blackbaud, Inc., Project Montessori Acquisition, Inc., EverFi, Inc.

and Eon Stockholder Representative, LLC

8-K 1/3/2022 2.1

Amended and Restated Certificate of Incorporation of Blackbaud, Inc.

2 unchanged sentences

8-K 6/14/2019 3.1

Description of Capital Stock

10-K 2/20/2020 4.1

† Form of Notice of Grant and Stock Option Agreement under Blackbaud, Inc.

2008 Equity Incentive Plan

S-8 8/4/2008 10.34

2021 Form 10-K

2 unchanged sentences

Form Dated Exhibit

† Form of Notice of Grant and Restricted Stock Agreement under Blackbaud, Inc.

2008 Equity Incentive Plan

S-8 8/4/2008 10.35

† Form of Notice of Grant and Stock Appreciation Rights Agreement under Blackbaud, Inc.

2008 Equity Incentive Plan

S-8 8/4/2008 10.36

Triple Net Lease Agreement dated as of October 1, 2008 between Blackbaud, Inc.

and Duck Pond Creek-SPE, LLC

8-K 12/11/2008 10.37

†** Convio, Inc.

1999 Stock Option/Stock Issuance Plan, as amended, and forms of stock option agreements

S-1 1/22/2010 10.2

†** Convio, Inc.

2009 Amended and Restated Stock Incentive Plan, as amended, and forms of stock option agreements

S-1/A 3/19/2010 10.1

†** Convio, Inc.

Form of Nonstatutory Stock Option Notice (Double Trigger)

8-K 2/28/2011 10.1

†** Convio, Inc.

Form of Restricted Stock Unit Notice (Double Trigger) and Agreement

8-K 2/28/2011 10.2

† Blackbaud, Inc.

2008 Equity Incentive Plan, as amended

8-K 6/26/2012 10.59

† Amendment to the Blackbaud, Inc.

2008 Equity Incentive Plan

Description of Capital Stock

10-K 2/20/2020 4.1

5 unchanged sentences

10-K 2/27/2013 10.65

Lease Amendment and Remediation Agreement entered into as of March 22, 2013, by and between Blackbaud, Inc.

and Duck Pond Creek-SPE, LLC.

8-K 3/28/2013 10.66

† Blackbaud, Inc.

1 unchanged sentence

DEF 14A 4/26/2016 Appendix C

Lease Agreement dated May 16, 2016 between Blackbaud, Inc.

and HPBB1, LLC

Lease Agreement dated May 16, 2016 between BBHQ1, LLC (a subsidiary of Blackbaud, Inc.) and HPBB1, LLC

10-Q 8/4/2016 10.84

First Amendment to Lease Agreement, dated as of August 22, 2016, between HPBB1, LLC and Blackbaud, Inc.

First Amendment to Lease Agreement, dated as of August 22, 2016, between HPBB1, LLC and BBHQ1, LLC (a subsidiary of Blackbaud, Inc.)

10-Q 11/4/2016 10.87

Credit Agreement, dated as of June 2, 2017, by and among Blackbaud, Inc.

and certain of its subsidiaries, as Borrowers, the lenders referred to therein, Bank of America, N.A., as Administrative Agent, Swingline Lender and Issuing Lender, PNC Bank, National Association, as Syndication Agent, and Wells Fargo Bank, National Association and Regions Bank, as Co-Documentation Agents, with Merrill Lynch, Pierce, Fenner & Smith Incorporated, PNC Capital Markets LLC, Wells Fargo Securities, LLC and Regions Capital Markets, a division of Regions Bank, as Joint Lead Arrangers and Joint Bookrunners.

8-K 6/5/2017 10.90

Pledge Agreement, dated as of June 2, 2017, by Blackbaud, Inc.

in favor of Bank of America, N.A., as administrative agent, for the ratable benefit of itself and the secured parties referred to therein.

8-K 6/5/2017 10.91

2020 Form 10-K

Blackbaud, Inc.

Number Description of Document Registrant’s

Form Dated Exhibit

† Form of Retention Agreement dated as of August 1, 2017 between Blackbaud, Inc.

and each of Anthony W.

Boor, Kevin W.

Boor, Kevin P.

Greg oire, K evin R.

McDearis, Kevin W.

Mooney and Jon W.

10-Q 8/4/2017 10.92

† Form of Retention Agreement between Blackbaud, Inc.

10-Q 8/4/2017 10.92

Second Amendment to Lease Agreement, dated as of May 18, 2017, between HPBB1, LLC and Blackbaud, Inc.

Second Amendment to Lease Agreement, dated as of May 18, 2017, between HPBB1, LLC and BBHQ1, LLC (a subsidiary of Blackbaud, Inc.)

10-K 2/20/2018 10.93

Third Amendment to Lease Agreement, dated as of December 11, 2017, between HPBB1, LLC and Blackbaud, Inc.

Third Amendment to Lease Agreement, dated as of December 11, 2017, between HPBB1, LLC and BBHQ1, LLC (a subsidiary of Blackbaud, Inc.)

10-K 2/20/2018 10.94

Fourth Amendment to Lease Agreement, dated as of February 28, 2018, between HPBB1, LLC and Blackbaud, Inc.

Fourth Amendment to Lease Agreement, dated as of February 28, 2018, between HPBB1, LLC and BBHQ1, LLC (a subsidiary of Blackbaud, Inc.)

10-Q 5/4/2018 10.95

9 unchanged sentences

8-K 12/13/2019 10.99

Fifth Amendment to Lease Agreement, dated as of February 18, 2020, between HPBB1, LLC and Blackbaud, Inc.

Fifth Amendment to Lease Agreement, dated as of February 18, 2020, between HPBB1, LLC and BBHQ1, LLC (a subsidiary of Blackbaud, Inc.)

10-Q 8/4/2020 10.1

Sixth Amendment to Lease Agreement, dated as of March 17, 2020, between HPBB1, LLC and Blackbaud, Inc.

Sixth Amendment to Lease Agreement, dated as of March 17, 2020, between HPBB1, LLC and BBHQ1, LLC (a subsidiary of Blackbaud, Inc.)

10-Q 8/4/2020 10.2

Seventh Amendment to Lease Agreement, dated as of April 14, 2020, between HPBB1, LLC and Blackbaud, Inc.

Seventh Amendment to Lease Agreement, dated as of April 14, 2020, between HPBB1, LLC and BBHQ1, LLC (a subsidiary of Blackbaud, Inc.)

10-Q 8/4/2020 10.3

Eighth Amendment to Lease Agreement, dated as of May 26, 2020, between HPBB1, LLC and Blackbaud, Inc.

Eighth Amendment to Lease Agreement, dated as of May 26, 2020, between HPBB1, LLC and BBHQ1, LLC (a subsidiary of Blackbaud, Inc.)

10-Q 8/4/2020 10.4

Ninth Amendment to Lease Agreement, dated as of June 8, 2020, between HPBB1, LLC and Blackbaud, Inc.

2021 Form 10-K

Blackbaud, Inc.

Number Description of Document Registrant’s

Form Dated Exhibit

Ninth Amendment to Lease Agreement, dated as of June 8, 2020, between HPBB1, LLC and BBHQ1, LLC (a subsidiary of Blackbaud, Inc.)

10-Q 8/4/2020 10.5

Purchase and Sale Agreement dated June 17, 2020, between HPBB1, LLC and Blackbaud, Inc.

Tenth Amendment to Lease Agreement, dated as of June 26, 2020, between HPBB1, LLC and BBHQ1, LLC (a subsidiary of Blackbaud, Inc.)

10-Q 8/4/2020 10.7

Tenth Amendment to Lease Agreement, dated as of June 26, 2020, between HPBB1, LLC and Blackbaud, Inc.

Eleventh Amendment to Lease Agreement, dated as of August 13, 2020, between BBHQ1, LLC and BBHQ1, LLC (a subsidiary of Blackbaud, Inc.)

10-Q 11/3/2020 10.3

First Amendment to Purchase and Sale Agreement, dated July 8, 2020, between HPBB1, LLC and BBHQ1, LLC.

Amended and Restated Credit Agreement, dated as of October 30, 2020, by and among Blackbaud, Inc., and certain of its subsidiaries, as Borrowers, the lenders referred to therein, Bank of America, N.A., as Administrative Agent, Swingline Lender and Issuing Lender, PNC Bank, National Association, as Syndication Agent, and Regions Bank, BBVA USA and Fifth Third Bank, National Association, as Co-Documentation Agents, with BofA Securities, Inc., PNC Bank, National Association, Regions Capital Markets, BBVA USA and Fifth Third Bank, National Association as Joint Lead Arrangers and Joint Bookrunners.

10-Q 11/3/2020 10.4

Second Amendment to Purchase and Sale Agreement, dated July 21, 2020, between HPBB1, LLC and BBHQ1, LLC.

Amended and Restated Pledge Agreement, dated as of October 30, 2020, by Blackbaud, Inc.

in favor of Bank of America, N.A., as Administrative Agent, for the ratable benefit of itself and the secured parties referred to therein.

10-Q 11/3/2020 10.5

Eleventh Amendment to Lease Agreement, dated as of August 13, 2020, between BBHQ1, LLC and Blackbaud, Inc.

Form of Employment Agreement between Blackbaud, Inc.

and Kevin McDearis

10-Q 5/4/2021 10.1

LIBOR Transition Amendment, dated as of September 20, 2021, between Blackbaud, Inc.

and Bank of America, N.A.

10-Q 11/4/2021 10.1

First Incremental Term Loan Agreement, dated as of December 31, 2021, by and among Blackbaud, Inc., the lenders party thereto and Bank of America N.A., as administrative agent

8-K 1/3/2022 10.1

Registration Rights Agreement, dated as of December 31, 2021, by and among Blackbaud, Inc., EverFi, Inc., TPG Eon, L.P., each other shareholder party thereto and Eon Stockholder Representative, LLC

8-K 1/3/2022 10.2

First Amendment to Credit Agreement, dated as of January 31, 2022, by and among Blackbaud, Inc., the lenders party thereto and Bank of America N.A., as administrative agent

8-K 2/3/2022 10.1

2021 Form 10-K

2 unchanged sentences

Form Dated Exhibit

10-Q 11/3/2020 10.4

Amended and Restated Pledge Agreement, dated as of October 30, 2020, by Blackbaud, Inc.

in favor of Bank of America, N.A., as Administrative Agent, for the ratable benefit of itself and the secured parties referred to therein.

10-Q 11/3/2020 10.5

Termination of Triple Net Lease and Mutual Release Agreement, dated as of November 4, 2020, between Blackbaud, Inc.

and HP 2000DI, LLC.

Subsidiaries of Blackbaud, Inc.

6 unchanged sentences

1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

2020 Form 10-K

Blackbaud, Inc.

Number Description of Document Registrant’s

Form Dated Exhibit

101.INS Inline XBRL Instance Document - the Instance Document does not appear in the interactive data file because its XBRL tags are embedded within the Inline XBRL Document.

5 unchanged sentences

104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

* The registrant has applied for an extension of the confidential treatment it was previously granted with respect to portions of this exhibit.

Those portions have been omitted from the exhibit and filed separately with the U.S.

Securities and Exchange Commission.

** The Convio, Inc.

2009 Amended and Restated Stock Incentive Plan, as amended, and forms of stock option agreements thereunder (“Convio 2009 Original Plan Documents”) and the Convio, Inc.

1999 Stock Option/Stock Issuance Plan, as amended, and forms of stock option agreements thereunder (“Convio 1999 Plan Documents”) were filed by Convio in its Forms S-1/A and S-1, filed March 19, 2010 and January 25, 2010 as exhibits 10.1 and 10.2, respectively.

The Convio, Inc.

Form of Nonstatutory Stock Option Notice (Double Trigger) and Convio, Inc.

Form of Restricted Stock Unit Notice (Double Trigger) and Agreement were filed by Convio in its Form 8-K on February 28, 2011 as exhibits 10.1 and 10.2 (together with the Convio 2009 Original Plan Documents, the “Convio 2009 Plan Documents”).

We assumed the Convio 2009 Plan Documents and Convio 1999 Plan Documents when we acquired Convio in May 2012.

We filed the Convio 2009 Plan Documents and Convio 1999 Plan Documents by incorporation by reference as exhibits 10.59, 10.60, 10.61 and 10.62 in our Form S-8 on May 7, 2012.

† Indicates management contract or compensatory plan, contract or arrangement.

5 unchanged sentences

Blackbaud, Inc.

February 23, 2021 /S/ MICHAEL P.

March 1, 2022 /S/ MICHAEL P.

President and Chief Executive Officer

3 unchanged sentences

GIANONI President, Chief Executive Officer and Director (Principal Executive Officer) Date:

February 23, 2021

March 1, 2022

/S/ ANTHONY W.

BOOR Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) Date:

February 23, 2021

March 1, 2022

/S/ ANDREW M.

LEITCH Chairman of the Board of Directors Date:

February 23, 2021

March 1, 2022

/S/ TIMOTHY CHOU Director Date:

February 23, 2021

March 1, 2022

/S/ GEORGE H.

ELLIS Director Date:

February 23, 2021

/S/ THOMAS R.

ERTEL Director Date:

February 23, 2021

March 1, 2022

ROGER NANNEY Director Date:

March 1, 2022

NASH Director Date:

February 23, 2021

March 1, 2022

NELSON Director Date:

February 23, 2021

March 1, 2022

2021 Form 10-K

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures