BLACKBAUD INC 10-K

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA BLACKBAUD, INC. Index to consolidated financial statements Page No. Report of Independent Registered Public Accounting Firm (PCAOB ID 238 ) 64 Consolidated Balance Sheets 67 Consolidated Statements of Comprehensive Income 68 Consolidated Statements of Cash Flows 69 Consolidated Statements of Stockholders’ Equity 70 Notes to Consolidated Financial Statements 71 2021 Form 10-K 63 Report of Independent Registered Public Accounting Firm To the Board of Directors and Stockholders of Blackbaud, Inc. Opinions on the Financial Statements and Internal Control over Financial Reporting We have audited the accompanying consolidated balance sheets of Blackbaud, Inc. and its subsidiaries (the “Company”) as of December 31, 2021 and 2020, and the related consolidated statements of comprehensive income, of stockholders’ equity and of cash flows for each of the three years in the period ended December 31, 2021, including the related notes (collectively referred to as the “consolidated financial statements”). We also have audited the Company's internal control over financial reporting as of December 31, 2021, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2021 and 2020, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2021 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2021, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO. Basis for Opinions The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Report on Internal Control Over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions. As described in Management’s Report on Internal Control Over Financial Reporting, management has excluded EVERFI, Inc. from its assessment of internal control over financial reporting as of December 31, 2021, because it was acquired by the Company in a purchase business combination during 2021. We have also excluded EVERFI, Inc. from our audit of internal control over financial reporting. EVERFI, Inc. is a wholly-owned subsidiary whose total assets and total revenues excluded from management’s assessment and our audit of internal control over financial reporting represent approximately 6% and 0%, respectively, of the related consolidated financial statement amounts as of and for the year ended December 31, 2021. 64 2021 Form 10-K Definition and Limitations of Internal Control over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Critical Audit Matters The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that (i) relate to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate. Acquisition of EVERFI, Inc. - Valuation of the Customer Relationships, Certain Developed Technology Assets, Marketing Assets, and Content Intangible Assets As described in Notes 2 and 3 to the consolidated financial statements, on December 31, 2021, the Company acquired EVERFI, Inc. for an aggregate purchase price of $743.8 million, which resulted in $326.6 million of customer relationships, $72.0 million of developed technology, $40.9 million of marketing assets, and $17.9 million of content intangible assets being recorded. Management estimated the fair values of the customer relationships, marketing assets, and a substantial portion of the developed technology based on variations of the income approach, which estimates fair value based upon the present value of cash flows that the assets are expected to generate, and which included the relief-from-royalty method and multi-period excess earnings method, depending on the intangible asset being valued. Management estimated the fair value of content and a portion of the developed technology using the replacement cost method. Management applied significant judgment in estimating the fair value of intangible assets acquired, which involved the use of significant assumptions including future revenue and operating expenses, customer attrition rates, contributory asset charges, tax amortization benefit, and discount rates used in the valuation of customer relationships; future revenue, proprietary technology obsolescence curve, royalty rate, and discount rate used in the valuation of certain developed technology assets; assumptions about the period of time the brand will continue to be valuable, royalty rate, and discount rate used in the valuation of marketing assets; and cost-based assumptions used in the valuation of content intangible assets. The principal considerations for our determination that performing procedures relating to the valuation of customer relationships, certain developed technology assets, marketing assets, and content intangible assets related to the acquisition of EVERFI, Inc. is a critical audit matter are the significant judgment by management in developing the fair value of the customer relationships, certain developed technology assets, marketing assets, and content intangible assets, which led to significant auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s aforementioned significant assumptions used in the valuation of the customer relationships, certain developed technology assets, marketing assets, and content intangible assets. In addition, the audit effort involved the use of professionals with specialized skill and knowledge. Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to the acquisition accounting, including controls over management’s valuation of the customer relationships, developed technology assets, marketing assets, and content intangible assets, as well as controls over the development 2021 Form 10-K 65 of the aforementioned significant assumptions related to the valuation of these intangible assets. These procedures also included, among others, reading the purchase agreement and testing management’s process for estimating the fair value of the customer relationships, certain developed technology assets, marketing assets, and content intangible assets. Testing management’s process included (i) evaluating the appropriateness of the valuation methods, (ii) testing the completeness and accuracy of data provided by management, and (iii) evaluating the reasonableness of the aforementioned significant assumptions used in the valuation of the customer relationships, certain developed technology assets, marketing assets, and content intangible assets. Evaluating the reasonableness of the future revenue used in the valuation of the customer relationships and certain developed technology assets, operating expenses, customer attrition rates, and contributory asset charges used in the valuation of the customer relationships, and the cost-based assumptions used in the valuation of content intangible assets involved considering the past performance of the acquired business, consistency with external market and industry data, and whether these assumptions were consistent with evidence obtained in other areas of the audit. Evaluating the reasonableness of the proprietary technology obsolescence curve used in the valuation of certain developed technology assets and royalty rates used in the valuation of certain developed technology assets and marketing assets involved evaluating the consistency of these assumptions with external market and industry data. Evaluating the reasonableness of the discount rates used in the valuation of the customer relationships, certain developed technology assets, and marketing assets involved considering the cost of capital of comparable benchmark rates and other industry factors. Professionals with specialized skill and knowledge were used to assist in the evaluation of the appropriateness of the Company’s relief-from-royalty, multi-period excess earnings, and replacement cost methods and in evaluating the reasonableness of the significant assumptions related to customer attrition rates and tax amortization benefit used in the valuation of the customer relationships, assumptions about the period of time the brand will continue to be valuable used in the valuation of marketing assets, cost-based assumptions used in the valuation of content intangible assets, royalty rates used in the valuation of certain developed technology assets and marketing assets, and discount rates used in the valuation of the customer relationships, certain developed technology assets, and marketing assets. Revenue recognition - Contracts with Multiple Performance Obligations As described in Note 2 to the consolidated financial statements, the Company has some contracts with customers that contain multiple performance obligations. For these contracts, management accounts for individual performance obligations separately if they are distinct. As described by management, management exercises judgment and uses estimates in order to (1) determine whether performance obligations are distinct and should be accounted for separately; (2) determine the standalone selling price of each performance obligation; (3) allocate the transaction price among the various performance obligations on a relative standalone selling price basis; and (4) determine whether revenue for each performance obligation should be recognized at a point in time or over time. For the year ended December 31, 2021, the Company’s total revenue was $927.7 million. The principal considerations for our determination that performing procedures relating to revenue recognition, contracts with multiple performance obligations, is a critical audit matter are the significant judgment by management in identifying, evaluating and accounting for performance obligations in contracts with multiple performance obligations, which led to significant auditor judgment and effort in performing procedures and evaluating whether contracts with multiple performance obligations were appropriately identified, evaluated and accounted for by management. Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to the revenue recognition process, including controls over the identification, evaluation and accounting for contracts with multiple performance obligations. These procedures also included, among others, testing management’s process for identifying, evaluating and accounting for performance obligations. Testing management’s process included, (i) examining revenue arrangements on a test basis, including evaluating the terms and conditions of the arrangements and testing the identification, evaluation and accounting of the performance obligations; (ii) testing the allocation of the transaction price between performance obligations based on the estimated standalone selling prices on a test basis; (iii) performing procedures to test the completeness and accuracy of the data used to determine stand-alone selling price; and (iv) evaluating the reasonableness of the approach used to determine stand-alone selling price. /s/ PricewaterhouseCoopers LLP Atlanta, Georgia March 1, 2022 We have served as the Company's auditor since 2000. 66 2021 Form 10-K Blackbaud, Inc. Consolidated Balance Sheets (dollars in thousands) December 31, 2021 December 31, 2020 Assets Current assets: Cash and cash equivalents $ 55,146 $ 35,750 Restricted cash 596,616 609,219 Accounts receivable, net of allowance of $ 11,155 and $ 10,292 at December 31, 2021 and December 31, 2020, respectively 102,726 95,404 Customer funds receivable 977 321 Prepaid expenses and other current assets 95,506 78,366 Total current assets 850,971 819,060 Property and equipment, net 111,428 105,177 Operating lease right-of-use assets 53,883 22,671 Software development costs, net 121,377 111,827 Goodwill 1,058,640 635,854 Intangible assets, net 698,052 277,506 Other assets 77,266 72,639 Total assets $ 2,971,617 $ 2,044,734 Liabilities and stockholders’ equity Current liabilities: Trade accounts payable $ 22,067 $ 27,836 Accrued expenses and other current liabilities 100,096 52,228 Due to customers 594,273 608,264 Debt, current portion 18,697 12,840 Deferred revenue, current portion 374,499 312,236 Total current liabilities 1,109,632 1,013,404 Debt, net of current portion 937,483 518,193 Deferred tax liability 148,465 54,086 Deferred revenue, net of current portion 4,247 4,678 Operating lease liabilities, net of current portion 53,386 17,357 Other liabilities 1,344 10,866 Total liabilities 2,254,557 1,618,584 Commitments and contingencies (see Note 11) Stockholders’ equity: Preferred stock; 20,000,000 shares authorized, no ne outstanding — — Common stock, $ 0.001 par value; 180,000,000 shares authorized, 66,165,666 and 60,904,638 shares issued at December 31, 2021 and December 31, 2020, respectively 66 61 Additional paid-in capital 968,927 544,963 Treasury stock, at cost; 14,182,805 and 12,054,268 shares at December 31, 2021 and December 31, 2020, respectively ( 500,911 ) ( 353,091 ) Accumulated other comprehensive income (loss) 6,522 ( 2,497 ) Retained earnings 242,456 236,714 Total stockholders’ equity 717,060 426,150 Total liabilities and stockholders’ equity $ 2,971,617 $ 2,044,734 The accompanying notes are an integral part of these consolidated financial statements. 2021 Form 10-K 67 Blackbaud, Inc. Consolidated Statements of Comprehensive Income (dollars in thousands, except per share amounts) Years ended December 31, 2021 2020 2019 Revenue Recurring $ 880,850 $ 850,745 $ 831,609 One-time services and other 46,890 62,474 68,814 Total revenue 927,740 913,219 900,423 Cost of revenue Cost of recurring 390,803 369,681 357,988 Cost of one-time services and other 52,392 58,384 60,436 Total cost of revenue 443,195 428,065 418,424 Gross profit 484,545 485,154 481,999 Operating expenses Sales, marketing and customer success 186,314 209,762 224,152 Research and development 124,573 100,146 106,164 General and administrative 146,262 134,852 113,414 Amortization 2,227 2,915 5,316 Restructuring 263 236 5,808 Total operating expenses 459,639 447,911 454,854 Income from operations 24,906 37,243 27,145 Interest expense ( 18,003 ) ( 17,287 ) ( 20,618 ) Other income, net 180 1,658 4,058 Income before provision for income taxes 7,083 21,614 10,585 Income tax provision (benefit) 1,385 13,897 ( 1,323 ) Net income $ 5,698 $ 7,717 $ 11,908 Earnings per share Basic $ 0.12 $ 0.16 $ 0.25 Diluted $ 0.12 $ 0.16 $ 0.25 Common shares and equivalents outstanding Basic weighted average shares 47,412,306 48,184,714 47,695,383 Diluted weighted average shares 48,230,438 48,696,341 48,312,271 Other comprehensive income (loss) Foreign currency translation adjustment 661 4,571 2,641 Unrealized gain (loss) on derivative instruments, net of tax 8,358 ( 1,778 ) ( 2,821 ) Total other comprehensive income (loss) 9,019 2,793 ( 180 ) Comprehensive income $ 14,717 $ 10,510 $ 11,728 The accompanying notes are an integral part of these consolidated financial statements. 68 2021 Form 10-K Blackbaud, Inc. Consolidated Statements of Cash Flows Years ended December 31, (dollars in thousands) 2021 2020 2019 Cash flows from operating activities Net income $ 5,698 $ 7,717 $ 11,908 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 82,410 92,735 85,693 Provision for credit losses and sales returns 11,450 13,230 8,725 Stock-based compensation expense 120,379 87,257 58,633 Deferred taxes ( 2,429 ) 8,837 ( 3,600 ) Amortization of deferred financing costs and discount 1,570 781 752 Other non-cash adjustments 10,490 2,958 4,906 Changes in operating assets and liabilities, net of acquisition and disposal of businesses: Accounts receivable ( 6,525 ) ( 18,414 ) ( 6,569 ) Prepaid expenses and other assets ( 2,048 ) 22,568 6,383 Trade accounts payable ( 9,670 ) ( 19,997 ) 12,900 Accrued expenses and other liabilities ( 8,190 ) ( 49,232 ) ( 9,718 ) Deferred revenue 10,526 ( 485 ) 12,464 Net cash provided by operating activities 213,661 147,955 182,477 Cash flows from investing activities Purchase of property and equipment ( 11,664 ) ( 29,690 ) ( 11,492 ) Capitalized software development costs ( 40,489 ) ( 42,157 ) ( 46,874 ) Purchase of net assets of acquired companies, net of cash and restricted cash acquired ( 419,120 ) — ( 109,353 ) Other investing activities — — 500 Net cash used in investing activities ( 471,273 ) ( 71,847 ) ( 167,219 ) Cash flows from financing activities Proceeds from issuance of debt 582,200 748,500 424,000 Payments on debt ( 152,971 ) ( 747,563 ) ( 344,500 ) Debt issuance costs ( 3,106 ) ( 4,586 ) — Employee taxes paid for withheld shares upon equity award settlement ( 39,404 ) ( 21,425 ) ( 23,781 ) Proceeds from exercise of stock options — 4 7 Change in due to customers ( 13,464 ) 61,214 77,793 Change in customer funds receivable ( 731 ) 138 1,301 Purchase of treasury stock ( 108,416 ) ( 41,001 ) — Dividend payments to stockholders — ( 5,960 ) ( 23,607 ) Net cash provided by (used in) financing activities 264,108 ( 10,679 ) 111,213 Effect of exchange rate on cash, cash equivalents and restricted cash 297 2,245 978 Net increase in cash, cash equivalents and restricted cash 6,793 67,674 127,449 Cash, cash equivalents and restricted cash, beginning of year 644,969 577,295 449,846 Cash, cash equivalents and restricted cash, end of year $ 651,762 $ 644,969 $ 577,295 Supplemental disclosure of cash flow information Cash (paid) received during the year for: Interest $ ( 16,386 ) $ ( 15,716 ) $ ( 19,926 ) Taxes, net of refunds ( 10,073 ) ( 3,563 ) ( 383 ) Non-cash investing and financing activities: Purchase of EVERFI through the issuance of stock (see Note 3) ( 303,633 ) — — Purchase of property and equipment by assuming directly related liabilities — ( 61,064 ) — Purchase of equipment and other assets included in accounts payable ( 1,747 ) ( 840 ) ( 794 ) Acquired restricted cash liabilities due to customers — — 46,838 The following table provides a reconciliation of cash and cash equivalents and restricted cash reported within the consolidated balance sheets that sum to the total of the same such amounts shown above in the consolidated statements of cash flows: (dollars in thousands) December 31, 2021 December 31, 2020 Cash and cash equivalents $ 55,146 $ 35,750 Restricted cash 596,616 609,219 Total cash, cash equivalents and restricted cash in the statement of cash flows $ 651,762 $ 644,969 The accompanying notes are an integral part of these consolidated financial statements. 2021 Form 10-K 69 Blackbaud, Inc. Consolidated Statements of Stockholders' Equity (dollars in thousands) Common stock Additional paid-in capital Treasury stock Accumulated other comprehensive loss Retained earnings Total stockholders' equity Shares Amount Balance at December 31, 2018 59,327,633 $ 59 $ 399,241 $ ( 266,884 ) $ ( 5,110 ) $ 246,477 $ 373,783 Net income — — — — — 11,908 11,908 Payment of dividends ($ 0.48 per share) — — — — — ( 23,607 ) ( 23,607 ) Exercise of stock options and stock appreciation rights and vesting of restricted stock units 267,455 — 7 — — — 7 Employee taxes paid for 305,780 withheld shares upon equity award settlement — — — ( 23,781 ) — — ( 23,781 ) Stock-based compensation — — 58,556 — — 77 58,633 Restricted stock grants 723,868 1 — — — — 1 Restricted stock cancellations ( 112,865 ) — — — — — — Other comprehensive loss — — — — ( 180 ) — ( 180 ) Balance at December 31, 2019 60,206,091 $ 60 $ 457,804 $ ( 290,665 ) $ ( 5,290 ) $ 234,855 $ 396,764 Net income — — — — — 7,717 7,717 Payment of dividends ($ 0.12 per share) (1) — — — — — ( 5,960 ) ( 5,960 ) Purchase of 714,000 treasury shares under stock repurchase program — — — ( 41,001 ) — — ( 41,001 ) Exercise of stock options and vesting of restricted stock units 218,141 — 4 — — — 4 Employee taxes paid for 273,914 withheld shares upon equity award settlement — — — ( 21,425 ) — — ( 21,425 ) Stock-based compensation — — 87,155 — — 102 87,257 Restricted stock grants 657,483 1 — — — — 1 Restricted stock cancellations ( 177,077 ) — — — — — — Other comprehensive income — — — — 2,793 — 2,793 Balance at December 31, 2020 60,904,638 $ 61 $ 544,963 $ ( 353,091 ) $ ( 2,497 ) $ 236,714 $ 426,150 Net income — — — — — 5,698 5,698 Common stock issued in purchase of EVERFI (see Note 3) 3,844,423 4 303,629 — — — 303,633 Purchase of 1,592,933 treasury shares under stock repurchase program — — — ( 108,416 ) — — ( 108,416 ) Vesting of restricted stock units 1,014,562 1 — — — — 1 Employee taxes paid for 535,604 withheld shares upon equity award settlement — — — ( 39,404 ) — — ( 39,404 ) Stock-based compensation — — 120,335 — — 44 120,379 Restricted stock grants 596,763 — — — — — — Restricted stock cancellations ( 194,720 ) — — — — — — Other comprehensive income — — — — 9,019 — 9,019 Balance at December 31, 2021 66,165,666 $ 66 $ 968,927 $ ( 500,911 ) $ 6,522 $ 242,456 $ 717,060 (1) Represents dividends paid in Q1 2020. Refer to the discussion of our Board of Directors' decision to discontinue the declaration and payments of all cash dividends beginning in Q2 2020 in Note 14 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2020, as filed with the SEC on February 23, 2021. The accompanying notes are an integral part of these consolidated financial statements. 70 2021 Form 10-K Table of Contents Blackbaud, Inc. Notes to Consolidated Financial Statements 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 (CSR) and environmental, social and governance (ESG), school management, ticketing, grantmaking, financial management, payment processing and analytics. Serving the industry for more than four decades, we are a remote-first company headquartered in Charleston, South Carolina, with operations in the United States, Australia, Canada, Costa Rica and the United Kingdom. 2. Basis of Presentation Basis of presentation The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). Basis of consolidation The consolidated financial statements include the accounts of Blackbaud, Inc. and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. 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 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, loss contingencies and insurance recoveries, 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. 2021 Form 10-K 71 Table of Contents Blackbaud, Inc. Notes to Consolidated Financial Statements Recently adopted accounting pronouncements In October 2021, the Financial Accounting Standards Board issued Accounting Standards Update ("ASU") 2021-08, Business Combinations (Topic 805) – Accounting for Contract Assets and Contract Liabilities from Contracts with Customers ("ASU 2021-08"). ASU 2021-08 requires that an entity recognize and measure contract assets and deferred revenue (a contract liability) acquired in a business combination in accordance with Accounting Standards Codification (“ASC”) 606, Revenue from Contracts from Customers (“ASC 606”). At the acquisition date, an acquirer should account for the related revenue contracts in accordance with ASC 606 as if it had originated the contracts. To achieve this, an acquirer may assess how the acquiree applied ASC 606 to determine what to record for the acquired revenue contracts. Generally, this should result in an acquirer recognizing and measuring the acquired contract assets and deferred revenue consistent with how they were recognized and measured in the acquiree’s financial statements (if the acquiree financial statements were prepared in accordance with GAAP). We early adopted ASU 2021-08 as of October 1, 2021 and applied the guidance to the deferred revenue recorded for EVERFI as of December 31, 2021. See Note 3 to these consolidated financial statements for further information on our acquisition of EVERFI. Recently issued accounting pronouncements There are no recently issued accounting pronouncements that are expected to have a material impact on our financial position or results of operations when adopted in the future. Summary of significant accounting policies Revenue recognition Our revenue is primarily generated from the following sources: (i) charging for the use of our software solutions in cloud and hosted environments; (ii) providing payment and transaction services; (iii) providing software maintenance and support services; and (iv) providing professional services, including implementation, consulting, training, analytic and other services. Revenues are recognized when control of these services is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those services. We determine revenue recognition through the following steps: • Identification of the contract, or contracts, with a customer; • Identification of the performance obligations in the contract; • Determination of the transaction price; • Allocation of the transaction price to the performance obligations in the contract; and • Recognition of revenue when, or as, we satisfy a performance obligation. Recurring Recurring revenue represents stand-ready performance obligations in which we are making our solutions or services available to our customers continuously over time or the value of the contract renews. Therefore, recurring revenue is generally recognized over time on a ratable basis over the contract term, beginning on the date that the solution or service is made available to the customer. Our recurring revenue contracts are generally for a term of 3 years at contract inception with 1 to 3 -year renewals thereafter, billed annually in advance and non-cancelable. Recurring revenue is comprised of fees for the use of our subscription-based software solutions, which includes providing access to cloud solutions, hosting services, payment services, online training programs, subscription-based analytic services, such as donor acquisitions and data enrichment services. Recurring revenue also includes fees from maintenance services for our on-premises solutions, services included in our renewable subscription contracts, retained and managed services contracts that we expect to have a term consistent with our cloud solution contracts, and variable transaction revenue associated with the use of our solutions. 72 2021 Form 10-K Table of Contents Blackbaud, Inc. Notes to Consolidated Financial Statements Our payment services are offered with the assistance of third-party vendors. In general, when we are the principal in a transaction based on the factors identified in ASC 606-10-55-36 through 55-40, 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 revenue (amount billed to the customer) and record the net amount as revenue. For payment and transaction services, we have the right to invoice the customer in an amount that directly corresponds with the value to the customer of our performance to date. Therefore, we recognize revenue for these services over time based on the amount billable to the customer in accordance with the 'as invoiced' practical expedient in ASC 606-10-55-18. One-time services and other One-time services and other revenue is primarily comprised of fees for one-time consulting, analytic and onsite training services, fees for retained and managed services contracts that we do not expect to have a term consistent with our cloud solution contracts, and fees from user conferences. We generally bill consulting services based on hourly rates plus reimbursable travel-related expenses. Fixed price consulting engagements are generally billed as milestones towards completion are reached. Revenue for one-time consulting services is generally recognized over time as the services are performed. We generally recognize analytic services revenue from donor prospect research engagements, the sale of lists of potential donors, data enrichment engagements and benchmarking studies at a point in time (upon delivery). In certain cases, 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. Fees for retained and managed services contracts are generally billed in advance and recognized over time on a ratable basis over the contract term, beginning on the date the service is made available to the customer. Contracts with multiple performance obligations Some of our contracts with customers contain multiple performance obligations. For these contracts, we account for individual performance obligations separately if they are distinct. The transaction price is allocated to the separate performance obligations on a relative standalone selling price basis. Standalone selling prices of our solutions and services are typically estimated based on observable transactions when the solutions or services are sold on a standalone basis. Costs of obtaining contracts, contract assets and deferred revenue We pay sales commissions at the time contracts with customers are signed or shortly thereafter, depending on the size and duration of the sales contract. Sales commissions and related fringe benefits earned by our sales force are considered incremental and recoverable costs of obtaining a contract with a customer. These costs are deferred and then amortized in a manner that aligns with the expected period of benefit, which we have determined to be 5 years. We determined the period of benefit by taking into consideration our customer contracts, including renewals, retention, our technology and other factors. We do not generally pay commissions for contract renewals. The related amortization expense is included in sales, marketing and customer success expense in our consolidated statements of comprehensive income. A contract asset is recorded when revenue is recognized in advance of our right to receive consideration (i.e., we must satisfy additional performance obligations in order to receive consideration). Amounts are recorded as receivables when our right to consideration is unconditional (i.e., only the passage of time is required before payment of the consideration is due). Our contract assets are recorded within prepaid expenses and other current assets on our consolidated balance sheets. To the extent that our customers are billed for our solutions and services in advance of us satisfying the related performance obligations, we record such amounts in deferred revenue. Sales taxes We present sales taxes and other taxes collected from customers and remitted to governmental authorities on a net basis and, as such, exclude them from revenues. 2021 Form 10-K 73 Table of Contents Blackbaud, Inc. Notes to Consolidated Financial Statements 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 price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the measurement date. An active market is defined as a market in which transactions for the asset or liability take place with sufficient frequency and volume to provide pricing information on an ongoing basis. 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. Derivative instruments We generally use derivative instruments to manage interest rate risk. We view derivative instruments as risk management tools and do not use them for trading or speculative purposes. Our policy requires that derivatives used for hedging purposes be designated and effective as a hedge of the identified risk exposure at the inception of the contract. Accordingly, changes in fair value of the derivative contract must be highly correlated with changes in the fair value of the underlying hedged item at inception of the hedge and over the life of the hedge contract. We record all derivative instruments on our consolidated balance sheets at fair value as either an asset or liability. If the derivative is designated as a cash flow hedge, the effective portions of the changes in fair value of the derivative are recorded in other comprehensive income and reclassified to earnings in a manner that matches the timing of the earnings impact of the hedged transactions. Ineffective portions of the changes in the fair value of cash flow hedges are recognized currently in earnings. See Note 10 to these consolidated financial statements for further discussion of our derivative instruments. Cash and cash equivalents We consider all highly liquid investments purchased with an original maturity of three months or less and cash items in transit to be cash equivalents. Restricted cash due to customers; Customer funds receivable; Due to customers Restricted cash due to customers consists of monies collected by us and payable to our customers, net of the associated transaction fees earned. Monies associated with amounts due to customers are segregated in separate bank accounts and used exclusively for the payment of amounts due to customers. This usage restriction is either legally or internally imposed and reflects our intention with regard to such deposits. Customer funds receivable consists of monies we expect to collect and remit to our customers. Concentration of credit risk Financial instruments that potentially subject us to concentrations of credit risk consist of cash and cash equivalents, restricted cash due to customers and accounts receivable. Our cash and cash equivalents and restricted cash due to customers are placed with high credit-quality financial institutions. Our accounts receivable is derived from sales to customers who primarily operate in the nonprofit sector. With respect to accounts receivable, we perform ongoing evaluations of our customers and maintain an allowance for credit losses based on historical experience and our expectations of future credit losses. As of and for the years ended December 31, 2021, 2020 and 2019, there were no significant concentrations with respect to our consolidated revenues or accounts receivable. 74 2021 Form 10-K Table of Contents Blackbaud, Inc. Notes to Consolidated Financial Statements Property and equipment We record property and equipment assets at cost and depreciate them over their estimated useful lives using the straight-line method. Leasehold improvements are depreciated over the lesser of the term of the lease or the estimated useful life of the asset. Upon retirement or sale, the cost of assets disposed of and the related accumulated depreciation are removed from the accounts and any resulting gain or loss is credited or charged to earnings. Repair and maintenance costs are expensed as incurred. Construction-in-progress primarily related to purchases of facilities and information technology assets which had not been placed in service at the respective balance sheet dates. We transfer these assets to the applicable property and equipment category on the date they are placed in service. There was no capitalized interest applicable to construction-in-progress for the years ended December 31, 2021, 2020 and 2019. Business combinations We include the operating results of acquired companies as well as the net assets acquired and liabilities assumed in our consolidated financial statements from the date of acquisition. We are required to allocate the purchase price of acquired companies to the tangible and intangible assets acquired and liabilities assumed at the acquisition date based upon their estimated fair values. Goodwill as of the acquisition date represents the excess of the purchase consideration of an acquired business over the fair value of the underlying net tangible and intangible assets acquired and liabilities assumed. We apply significant judgement in estimating the fair value of intangible assets acquired, which involves the use of significant assumptions. Significant assumptions used in the valuation of customer relationships include future revenue and operating expenses, customer attrition rates, contributory asset charges, tax amortization benefit, and discount rates. Significant assumptions used in the valuation of certain developed technology assets include future revenue, proprietary technology obsolescence curve, royalty rate, and discount rate. Significant assumptions used in the valuation of marketing assets include assumptions about the period of time the brand will continue to be valuable, royalty rate, and discount rate. Significant assumptions used in the valuation of content intangible assets include cost-based assumptions. Our estimates of fair value are based upon assumptions we believe to be reasonable, but which are inherently uncertain and unpredictable, and unanticipated events and changes in circumstances may occur. Goodwill Goodwill represents the purchase price in excess of the net amount assigned to assets acquired and liabilities assumed by us in a business combination. Goodwill is not amortized, but tested annually for impairment on the first day of our fourth quarter, or more frequently if indicators of potential impairment arise. Accounting guidance permits entities to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount as a basis to determine whether it is necessary to perform the quantitative impairment test. Significant judgment is required in the assessment of qualitative factors, including but not limited to an evaluation of macroeconomic conditions as they relate to our business, industry and market trends, as well as the overall future financial performance of identified reporting units and future opportunities in the markets in which we operate. The quantitative impairment test compares the fair values of identified reporting units with their respective carrying amounts. If the carrying amount of a reporting unit exceeds its fair value, an impairment loss is recognized in an amount equal to that excess. Based on our current internal reporting structure, we currently have one operating segment, one reportable segment, and one reporting unit. In each of 2021, 2020 and 2019, we performed the quantitative impairment test, which indicated that the estimated fair values of the identified reporting units significantly exceeded their respective carrying values. There was no impairment of goodwill during 2021, 2020 and 2019. 2021 Form 10-K 75 Table of Contents Blackbaud, Inc. Notes to Consolidated Financial Statements Intangible assets other than goodwill We amortize finite-lived intangible assets over their estimated useful lives as follows. Basis of amortization Amortization period (in years) Customer relationships Straight-line and accelerated (1) 8 - 17 Marketing assets Straight-line and accelerated (1) 2 - 15 Developed technology Straight-line and accelerated (1) 5 - 14 Content Straight-line 9 (1) Certain of the customer relationships, marketing assets and developed technology assets are amortized on an accelerated basis. We write off the gross carrying amount and accumulated amortization balances for all fully amortized intangible assets. We evaluate the estimated useful lives and the potential for impairment of finite and indefinite-lived intangible assets on an annual basis or more frequently if events or circumstances indicate revised estimates of useful lives may be appropriate or that the carrying amount may be impaired. If the carrying amount of a finite-lived intangible asset is no longer recoverable based upon the undiscounted cash flows of the asset, the amount of impairment is the difference between the carrying amount and the fair value of the asset. Substantially all of our intangible assets were acquired in business combinations. There were no impairments of acquired intangible assets during 2021 and 2020. See Note 6 to these consolidated financial statements for a discussion of our impairment of certain acquired intangible assets during 2019. Impairment of long-lived assets We review long-lived assets for impairment when events change or circumstances indicate the carrying amount may not be recoverable. Events or changes in circumstances that indicate the carrying amount may not be recoverable include, but are not limited to, a significant decrease in the market value of the business or asset acquired, a significant adverse change in the extent or manner in which the business or asset acquired is used or significant adverse change in the business climate. If such events or changes in circumstances are present, the undiscounted cash flow method is used to determine whether the asset is impaired. See Note 6 to these consolidated financial statements for a discussion of our impairment of certain long-lived assets during 2021 and 2019. There were no impairments of long-lived assets during 2020. Deferred financing costs and debt discount Deferred financing costs included in other assets represent the direct third-party costs of entering into the revolving (line-of-credit) portion of our credit facility in October 2020 and portions of the unamortized deferred financing costs from prior facilities. These costs are amortized ratably over the term of the credit facility as interest expense. Other debt issuance costs, as well as the debt discount associated with our 2020 Credit facility (as defined below) and portions of the unamortized balances from prior facilities, are recorded as a direct deduction from debt. These costs are amortized over the term of the credit facility as interest expense. Stock-based compensation We measure stock-based compensation cost at the grant date based on the fair value of the award and recognize it as expense over the requisite service period, which is the vesting period. We determine the fair value of stock options and stock appreciation rights using a Black-Scholes option pricing model, which requires us to use significant judgment to make estimates regarding the life of the award, volatility of our stock price, the risk-free interest rate and the dividend yield of our stock over the life of the award. We determine the fair value of awards that contain market conditions using a Monte Carlo simulation model. Changes to these estimates would result in different fair values of awards. We recognize the effect of awards for which the requisite service period is not rendered when the award is forfeited (that is, we recognize the effect of forfeitures in compensation cost when they occur). Previously recognized compensation cost for an award is reversed in the period that the award is forfeited. Income tax benefits resulting from the vesting and exercise of stock-based compensation awards are recognized in the period the unit or award is vested or option or right is exercised. 76 2021 Form 10-K Table of Contents Blackbaud, Inc. Notes to Consolidated Financial Statements Income taxes We make estimates and judgments in accounting for income taxes. The calculation of the income tax provision requires estimates due to transactions, credits and calculations where the ultimate tax determination is uncertain. Uncertainties arise as a consequence of the actual source of taxable income between domestic and foreign locations, the outcome of tax audits and the ultimate utilization of tax credits. To the extent actual results differ from estimated amounts recorded, such differences will impact the income tax provision in the period in which the determination is made. We make estimates in determining tax assets and liabilities, which arise from differences in the timing of recognition of revenue and expense for tax and financial statement purposes. We record valuation allowances to reduce our deferred tax assets to the amount expected to be realized. In assessing the adequacy of a recorded valuation allowance significant judgment is required. We consider all positive and negative evidence and a variety of factors including the scheduled reversal of deferred tax liabilities, historical and projected future taxable income, and prudent and feasible tax planning strategies. If we determine there is less than a 50% likelihood that we will be able to use a deferred tax asset in the future in excess of its net carrying value, then an adjustment to the deferred tax asset valuation allowance is made to increase income tax expense, thereby reducing net income in the period such determination was made. We measure and recognize uncertain tax positions. To recognize such positions, we must first determine if it is more likely than not that the position will be sustained upon audit. We must then measure the benefit as the largest amount that is more than 50% likely of being realized upon ultimate settlement. Significant judgment is required in the identification and measurement of uncertain tax positions. Foreign currency Net assets recorded in a foreign currency are translated at the exchange rate on the balance sheet date. Revenue and expense items are translated using an average of monthly exchange rates. The resulting translation adjustments are recorded in accumulated other comprehensive income. Gains and losses resulting from foreign currency transactions denominated in currency other than the functional currency are recorded at the approximate rate of exchange at the transaction date in other income, net. For the years ended December 31, 2021, 2020 and 2019, we recorded net foreign currency losses that were $ 1.6 million, $ 1.1 million and insignificant, respectively. Research and development Research and development costs are expensed as incurred except as noted below under Software development costs . These costs include compensation costs for engineering and product management personnel, third-party contractor expenses, software development tools and other expenses related to researching and developing new solutions or upgrading and enhancing existing solutions that do not qualify for capitalization, and allocated depreciation, facilities and IT support costs. Software development costs We incur certain costs associated with the development of internal-use software, which are primarily related to activities performed to develop our cloud solutions. Internal and external costs incurred in the preliminary project stage of internal-use software development are expensed as incurred. Once the software being developed has reached the application development stage, qualifying internal costs including payroll and payroll-related costs of employees who are directly associated with and devote time to the software project as well as external direct costs of materials and services are capitalized. Capitalization ceases at the point at which the developed software is substantially complete and ready for its intended use, which is typically upon completion of all substantial testing. Qualifying costs capitalized during the application development stage include those related to specific upgrades and enhancements when it is probable that those costs incurred will result in additional functionality. Overhead costs, including general and administrative costs, as well as maintenance, training and all other costs associated with post-implementation stage activities are expensed as incurred. In addition, internal costs that cannot be reasonably separated between maintenance and relatively minor upgrades and enhancements are expensed as incurred. 2021 Form 10-K 77 Table of Contents Blackbaud, Inc. Notes to Consolidated Financial Statements Qualifying capitalized software development costs are amortized on a straight-line basis over the software asset's estimated useful life, which is generally 3 to 7 years. We evaluate the useful lives of these assets on an annual basis and test for impairment whenever events or changes in circumstances occur that could impact the recoverability of these assets. See Note 6 to these consolidated financial statements for a discussion of our impairment of certain capitalized software development costs during 2020. There were no impairment charges related to capitalized software development costs during 2021 and 2019. We write off the gross carrying amount and accumulated amortization balances for all fully amortized software development cost assets. Allowance for credit losses Our accounts receivable consist of a single portfolio segment. Accounts receivable are recorded at original invoice amounts less an allowance for credit losses, an amount we estimate to be sufficient to provide adequate protection against lifetime expected losses resulting from extending credit to our customers. In judging the adequacy of the allowance for credit losses, we consider multiple factors including historical bad debt experience, the current aging of our receivables and current economic conditions that may affect our customers' ability to pay. A considerable amount of judgment is required in assessing these factors and if any receivables were to deteriorate, an additional provision for credit losses could be required. Accounts are written off after all means of collection are exhausted and recovery is considered remote. Provisions for credit losses are recorded in general and administrative expense. Below is a summary of the changes in our allowance for credit losses. Years ended December 31, (in thousands) Balance at beginning of year Provision/ adjustment Write-off Recovery Balance at end of year 2021 $ 9,016 $ 4,483 $ ( 4,565 ) $ 441 $ 9,375 2020 (1) 4,011 6,787 ( 2,363 ) 581 9,016 2019 1,345 2,476 ( 2,617 ) 679 1,883 (1) Upon adoption of ASU 2016-13 at January 1, 2020, we reclassified certain balances previously disclosed within the allowance for sales returns to the allowance for credit losses, as these amounts reflect the credit risk associated with our accounts receivable. The amount reclassified was $ 2.1 million. Our allowance for credit losses remained relatively unchanged during the year ended December 31, 2021. The amount of write-offs during the year ended December 31, 2021 was higher than during 2020 as we temporarily suspended sending past due customer accounts to collections during the second and third quarters of 2020 due to payment delays related to COVID-19. Allowance for sales returns We maintain a reserve for returns and credits which is estimated based on several factors including historical experience, known credits yet to be issued, the aging of customer accounts and the nature of service level commitments. A considerable amount of judgment is required in assessing these factors. Provisions for sales returns and credits are charged against the related revenue items. Below is a summary of the changes in our allowance for sales returns. Years ended December 31, (in thousands) Balance at beginning of year Provision/ adjustment Deduction Balance at end of year 2021 $ 1,276 $ 6,967 $ ( 6,463 ) $ 1,780 2020 (1) 1,518 6,443 ( 6,685 ) 1,276 2019 3,377 6,232 ( 5,963 ) 3,646 (1) As discussed above, we reclassified certain balances previously disclosed within the allowance for sales returns to the allowance for credit losses upon adoption of ASU 2016-13 at January 1, 2020. The amount reclassified was $ 2.1 million. Advertising costs We expense advertising costs as incurred , which were $ 7.1 million, $ 3.0 million and $ 3.1 million for the years ended December 31, 2021, 2020 and 2019, respectively. 78 2021 Form 10-K Table of Contents Blackbaud, Inc. Notes to Consolidated Financial Statements Restructuring costs Restructuring costs include charges for the costs of exit or disposal activities. The liability for costs associated with exit or disposal activities is measured initially at fair value and only recognized when the liability is incurred. For details of our restructuring activities, see Note 18 to these consolidated financial statements. Leases We determine if an arrangement is a lease at inception. Operating leases are included in operating lease ROU assets, accrued expense and other current liabilities, and operating lease liabilities, net of current portion in our consolidated balance sheet as of December 31, 2021 and 2020. ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. As most of our leases do not provide an implicit rate, we generally use our incremental borrowing rate in determining the present value of lease payments. Our incremental borrowing rate is based on the estimated rate of interest for collateralized borrowing over a similar term of the lease payments at the commencement date. We use the implicit rate when readily determinable. The operating lease ROU asset also includes any initial direct costs and lease payments made and excludes lease incentives. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Lease expense for lease payments related to our operating leases is recognized on a straight-line basis over the lease term. We have lease agreements with lease and non-lease components, which are generally accounted for separately. We do not recognize short-term leases (those that, at the commencement date, have a lease term of 12 months or less) on our consolidated balance sheets. Variable lease payments, which are primarily comprised of common-area maintenance, utilities and real estate taxes that are passed on from the lessor in proportion to the space leased by us, are recognized in operating expenses in the period in which the obligation for those payments is incurred. Contingencies We are subject to the possibility of various loss contingencies in the normal 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. Often these issues are subject to substantial uncertainties and, therefore, the probability of loss and the estimation of damages are difficult to ascertain. These assessments can involve a series of complex judgments about future events and can rely heavily on estimates and assumptions that have been deemed reasonable by us. Although we believe we have substantial defenses in these matters, we could incur judgments or enter into settlements of claims that could have a material adverse effect on our consolidated financial position, results of operations or cash flows in any particular period. 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 and stock appreciation rights and vesting of restricted stock awards and units. 2021 Form 10-K 79 Table of Contents Blackbaud, Inc. Notes to Consolidated Financial Statements 3. Business Combinations 2021 Acquisition EVERFI On December 31, 2021, we acquired all of the outstanding equity securities, including all voting equity interests, of EVERFI, Inc., a Delaware corporation ("EVERFI"), pursuant to an agreement and plan of merger. The acquisition advances our position as a leader in the rapidly evolving ESG and CSR spaces. We acquired the equity securities for approximately $ 440.1 million in cash consideration and 3,844,423 shares of the company's common stock, valued at approximately $ 303.6 million, for an aggregate purchase price of approximately $ 743.8 million, subject to closing adjustments. The cash consideration and related expenses were funded primarily through cash on hand and new borrowings under the 2020 Credit Facility (as defined below). As a result of the acquisition, EVERFI has become a wholly owned subsidiary of ours. The operating results of EVERFI have been included in our consolidated financial statements from the date of acquisition. During the year ended December 31, 2021, we incurred $ 2.9 million of acquisition-related expenses associated with the acquisition, which were recorded in general and administrative expense. In accordance with applicable accounting rules, we determined that the impact of this acquisition was not material to our consolidated financial statements; therefore, revenue and earnings since the acquisition date and pro forma information are not required or presented. The fair values assigned to the assets acquired and liabilities assumed in the table below are based on our best estimates and assumptions as of the reporting date and are considered preliminary pending finalization. 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 assets and liabilities, pending finalization, include the valuation of intangible assets as well as the assumed deferred income tax balances. (in thousands) Purchase price allocation Net working capital, excluding deferred revenue $ ( 3,279 ) Operating lease ROU assets 44,845 Other long-term assets 10,322 Identifiable intangible assets 457,449 Deferred tax liability ( 93,925 ) Deferred revenue ( 51,770 ) Operating lease liabilities, net of current portion ( 42,068 ) Other long-term liabilities ( 645 ) Goodwill 422,846 Total purchase price $ 743,775 The estimated fair value of accounts receivable acquired approximates the contractual value of $ 12.9 million and $ 14.7 million of EVERFI's historic carryover goodwill is deductible for income tax purposes. The estimated goodwill recognized is attributable primarily to the opportunities for expected synergies from combining the operations and assembled workforce of EVERFI. 80 2021 Form 10-K Table of Contents Blackbaud, Inc. Notes to Consolidated Financial Statements The EVERFI acquisition resulted in the identification of the following identifiable intangible assets: Intangible assets acquired Weighted average amortization period EVERFI (in thousands) (in years) Developed technology $ 72,000 7 Customer relationships 326,649 16 Marketing assets 40,900 14 Content 17,900 9 Total intangible assets $ 457,449 14 The estimated fair values of the customer relationships, marketing assets, and a substantial portion of the developed technology were based on variations of the income approach, which estimates fair value based upon the present value of cash flows that the assets are expected to generate, and which included the relief-from-royalty method and multi-period excess earnings method, depending on the intangible asset being valued. The estimated fair value of the content intangible asset and a small portion of the developed technology was based on the cost approach and included the replacement cost method. The method of amortization of identifiable finite-lived intangible assets is based on the expected pattern in which the estimated economic benefits of the respective assets are consumed or otherwise used up. Customer relationships, marketing assets and a substantial portion of the developed technology assets are being amortized on an accelerated basis. A small portion of the developed technology and content assets are being amortized on a straight-line basis. 2019 Acquisition YourCause On January 2, 2019, we acquired all of the outstanding equity securities, including all voting equity interests, of YourCause Holdings, LLC, a Delaware limited liability company ("YourCause"), pursuant to a purchase agreement and plan of merger. The acquisition expanded our footprint in corporate social responsibility and employee engagement and enhanced our position as a leader in providing solutions to both nonprofit organizations and for-profit companies committed to addressing social issues. We acquired the equity securities for an aggregate purchase price of $ 157.7 million in cash, net of closing adjustments. The purchase price and related expenses were funded primarily through borrowings under the 2017 Credit Facility (as defined below). As a result of the acquisition, YourCause became a wholly owned subsidiary of ours. We finalized the purchase price allocation of YourCause, including the valuation of assets acquired and liabilities assumed, during the fourth quarter of 2019. All measurement period adjustments were insignificant. In accordance with applicable accounting rules, we determined that the impact of this acquisition was not material to our consolidated financial statements; therefore, revenue and earnings since the acquisition date and pro forma information are not required or presented. 4. Goodwill and Other Intangible Assets The change in our goodwill during 2021 consisted of the following: (dollars in thousands) Total Balance at December 31, 2020 $ 635,854 Additions related to current year business combinations 422,846 Effect of foreign currency translation ( 60 ) Balance at December 31, 2021 $ 1,058,640 2021 Form 10-K 81 Table of Contents Blackbaud, Inc. Notes to Consolidated Financial Statements We have recorded intangible assets acquired in various business combinations based on their fair values at the date of acquisition. The table below sets forth the balances of each class of intangible asset and related amortization as of: December 31, (dollars in thousands) 2021 2020 Finite-lived gross carrying amount Customer relationships $ 606,409 $ 287,116 Marketing assets 74,731 34,642 Developed technology 211,552 232,339 Content 17,900 — Total finite-lived gross carrying amount 910,592 554,097 Accumulated amortization Customer relationships ( 151,258 ) ( 138,635 ) Marketing assets ( 7,269 ) ( 5,918 ) Developed technology ( 54,013 ) ( 132,038 ) Content — — Total accumulated amortization ( 212,540 ) ( 276,591 ) Intangible assets, net $ 698,052 $ 277,506 During the year ended December 31, 2021, changes to the gross carrying amounts of intangible asset classes were primarily related to our acquisition of EVERFI as described in Note 3 to these consolidated financial statements, write-offs of fully amortized intangible assets and the effect of foreign currency translation. During the year ended December 31, 2019, we recorded an impairment charge of $ 0.9 million against an acquired marketing asset that reduced the carrying value of the asset to zero. The impairment charge resulted from our decision during the year to rebrand the solution to which the asset related. This impairment charge was recorded as amortization on our consolidated statements of comprehensive income. Amortization expense Amortization expense related to finite-lived intangible assets acquired in business combinations is allocated to cost of revenue on the consolidated statements of comprehensive income based on the revenue stream to which the asset contributes, except for marketing assets and non-compete agreements, for which the associated amortization expense is included in operating expenses. The following table summarizes amortization expense of our finite-lived intangible assets: Years ended December 31, (dollars in thousands) 2021 2020 2019 Included in cost of revenue: Cost of recurring $ 33,132 $ 36,835 $ 42,565 Cost of one-time services and other 1,680 2,133 2,204 Total included in cost of revenue 34,812 38,968 44,769 Included in operating expenses 2,227 2,915 5,316 Total amortization of intangibles from business combinations $ 37,039 $ 41,883 $ 50,085 82 2021 Form 10-K Table of Contents Blackbaud, Inc. Notes to Consolidated Financial Statements The following table outlines the estimated future amortization expense for each of the next five years for our finite-lived intangible assets as of December 31, 2021: Years ending December 31, (dollars in thousands) Amortization expense 2022 52,677 2023 57,371 2024 63,110 2025 66,832 2026 65,545 Total $ 305,535 5. Earnings Per Share The following table sets forth the computation of basic and diluted earnings per share: Years ended December 31, (dollars in thousands, except per share amounts) 2021 2020 2019 Numerator: Net income $ 5,698 $ 7,717 $ 11,908 Denominator: Weighted average common shares 47,412,306 48,184,714 47,695,383 Add effect of dilutive securities: Stock-based awards 818,132 511,627 616,888 Weighted average common shares assuming dilution 48,230,438 48,696,341 48,312,271 Earnings per share: Basic $ 0.12 $ 0.16 $ 0.25 Diluted $ 0.12 $ 0.16 $ 0.25 Anti-dilutive shares excluded from calculations of diluted earnings per share 974,110 956,303 241,336 2021 Form 10-K 83 Table of Contents Blackbaud, Inc. Notes to Consolidated Financial Statements 6. Fair Value Measurements 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 December 31, 2021 Financial assets: Derivative instruments $ — $ 7,160 $ — $ 7,160 Total financial assets $ — $ 7,160 $ — $ 7,160 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 Conduct 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 phase 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 December 31, 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 December 31, 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 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 years ended December 31, 2021, 2020 and 2019. Additionally, we did not hold any Level 3 assets or liabilities during the years ended December 31, 2021, 2020 and 2019. 84 2021 Form 10-K Table of Contents Blackbaud, Inc. Notes to Consolidated Financial Statements 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 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. As more fully described in Note 7 and Note 11 to these consolidated financial statements, during the year ended December 31, 2021, we recorded impairment charges of $ 1.7 million against certain property and equipment assets and $ 3.6 million against our operating lease ROU assets. During the year ended December 31, 2020, we recorded impairment charges of $ 4.3 million against certain previously capitalized software development costs and $ 4.0 million against our operating lease ROU assets. See Notes 7 and 11, respectively, to these consolidated financial statements for additional details. During the year ended December 31, 2019, we recorded impairment charges of $ 3.8 million against our operating lease ROU assets, $ 1.4 million against certain property and equipment assets and $ 0.9 million against certain finite-lived intangible assets. See Notes 11, 7 and 4, respectively, to these consolidated financial statements for additional details. There were no other non-recurring fair value adjustments during 2021, 2020 and 2019 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 updated estimates and assumptions during the measurement period. See Note 3 to these consolidated financial statements for additional details. 7. Property and Equipment and Software Development Costs Property and equipment Property and equipment consisted of the following as of: Estimated useful life (years) December 31, (dollars in thousands) 2021 2020 Land — $ 9,548 $ 9,548 Building 39 61,284 61,284 Building improvements (1) 7 - 20 10,874 9,942 Equipment 1 - 5 2,320 2,865 Computer hardware 1 - 5 47,768 56,202 Computer software 1 - 5 21,347 23,116 Construction in progress — 2,135 3,435 Furniture and fixtures 1 - 7 2,658 2,796 Leasehold improvements Lesser of lease term or estimated useful life 12,086 6,044 Total property and equipment 170,020 175,232 Less: accumulated depreciation ( 58,592 ) ( 70,055 ) Property and equipment, net $ 111,428 $ 105,177 (1) Upon acquisition of our global headquarters facility in August 2020, we reclassified related leasehold improvement costs of $ 5.5 million to building improvements given the acquisition of the underlying assets. 2021 Form 10-K 85 Table of Contents Blackbaud, Inc. Notes to Consolidated Financial Statements Depreciation expense was $ 14.4 million, $ 19.2 million and $ 15.0 million for the years ended December 31, 2021, 2020 and 2019, respectively. During the year ended December 31, 2021, we recorded impairment char ges of $ 1.7 million against certain property and equipment assets. These impairment charges resulted primarily from our decision to close our Austin office. This impairment charge is reflected in general and administrative expense on the statements of comprehensive income. During the year ended December 31, 2019, we recorded impairment charges of $ 1.4 million against certain property and equipment assets that reduced the carrying value of the assets to zero. These impairment charges are reflected in restructuring on the statements of comprehensive income and resulted primarily from our facilities optimization restructuring as we wrote-off facilities-related fixed assets that we would no longer use. See Note 18 to these consolidated financial statements for additional details regarding our facilities optimization restructuring. Software development costs Software development costs consisted of the following as of: Estimated useful life (years) December 31, (dollars in thousands) 2021 2020 Software development costs 3 - 7 $ 196,337 $ 164,665 Less: accumulated amortization ( 74,960 ) ( 52,838 ) Software development costs, net $ 121,377 $ 111,827 During the year ended December 31, 2020, we recorded an impairment charge of $ 4.3 million against certain previously capitalized software development costs that reduced the carrying value of those assets to zero. The impairment charge was reflected in cost of recurring revenue and resulted primarily from our decision to accelerate the end of customer support for certain solutions. Other changes to the gross carrying amount of software development costs were primarily related to qualifying costs associated with development activities that are required to be capitalized under the internal-use software accounting guidance such as those for our cloud solutions, write-offs of fully amortized assets, and the effect of foreign currency translation. Amortization expense related to software development costs was $ 31.0 million, $ 31.7 million and $ 20.7 million for the years ended December 31, 2021, 2020 and 2019, respectively, and is included primarily in cost of recurring. 8. Consolidated Financial Statement Details Restricted cash (dollars in thousands) December 31, 2021 December 31, 2020 Restricted cash due to customers $ 593,296 $ 607,943 Letters of credit for operating leases 2,256 — Real estate escrow balances 1,064 1,276 Total restricted cash $ 596,616 $ 609,219 86 2021 Form 10-K Table of Contents Blackbaud, Inc. Notes to Consolidated Financial Statements Prepaid expenses and other assets (dollars in thousands) December 31, 2021 December 31, 2020 Costs of obtaining contracts (1)(2) $ 78,465 $ 84,914 Prepaid software maintenance and subscriptions (3) 28,880 24,471 Receivables for probable insurance recoveries (4) 18,202 6,288 Implementation costs for cloud computing arrangements, net (5)(6) 11,892 11,298 Derivative instruments 7,160 — Unbilled accounts receivable 5,443 10,385 Prepaid insurance 5,363 1,426 Taxes, prepaid and receivable 3,986 1,891 Deferred tax assets 1,546 1,592 Other assets 11,835 8,740 Total prepaid expenses and other assets 172,772 151,005 Less: Long-term portion 77,266 72,639 Prepaid expenses and other current assets $ 95,506 $ 78,366 (1) Amortization expense from costs of obtaining contracts was $ 35.5 million, $ 37.4 million and $ 38.1 million for the years ended December 31, 2021, 2020 and 2019, respectively, and is included in sales, marketing and customer success expense in our consolidated statements of comprehensive income. (2) The current portion of costs of obtaining contracts as of December 31, 2021 and 2020 was $ 30.2 million and $ 31.9 million, respectively. (3) The current portion of prepaid software maintenance and subscriptions as of December 31, 2021 and December 31, 2020 was $ 24.7 million and $ 19.8 million, respectively. (4) See discussion of the Security Incident at Note 11 to these consolidated financial statements. (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 $ 1.9 million, $ 0.8 million and insignificant for the years ended December 31, 2021, 2020 and 2019, respectively. Accumulated amortization for these costs was $ 3.0 million and $ 1.1 million as of December 31, 2021 and 2020, respectively. Accrued expenses and other liabilities (dollars in thousands) December 31, 2021 December 31, 2020 Taxes payable (1) $ 19,777 $ 19,577 Amounts payable to former EVERFI option holders (2) 17,404 — Accrued legal costs (3) 11,724 4,808 Operating lease liabilities, current portion 9,170 9,359 Customer credit balances 8,403 5,874 Accrued commissions and salaries 7,872 5,010 Accrued bonuses 5,829 — Accrued transaction-based costs related to payments services 5,427 — Accrued health care costs 3,042 2,341 Accrued vacation costs 2,234 2,311 Unrecognized tax benefit 1,248 3,351 Derivative instruments — 4,159 Other liabilities 9,310 6,304 Total accrued expenses and other liabilities 101,440 63,094 Less: Long-term portion 1,344 10,866 Accrued expenses and other current liabilities $ 100,096 $ 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 was due by the end of calendar year 2021 with the remainder due by the end of calendar year 2022. 2021 Form 10-K 87 Table of Contents Blackbaud, Inc. Notes to Consolidated Financial Statements (2) Represents amounts not yet paid by EVERFI to its former option holders as of December 31, 2021, solely due to the timing of the acquisition on the last day of 2021. See Note 3 to these consolidated financial statements for additional information regarding our acquisition of EVERFI. (3) All accrued legal costs are classified as current. The increase in accrued legal costs from December 31, 2020 was primarily due to the Security Incident. See Note 11 to these consolidated financial statements. Deferred revenue (dollars in thousands) December 31, 2021 December 31, 2020 Recurring $ 360,890 $ 303,840 One-time services and other 17,856 13,074 Total deferred revenue 378,746 316,914 Less: Long-term portion 4,247 4,678 Deferred revenue, current portion $ 374,499 $ 312,236 Other income, net Years ended December 31, (dollars in thousands) 2021 2020 2019 Interest income $ 392 $ 1,660 $ 2,802 Other (expense) income, net ( 212 ) ( 2 ) 1,256 Other income, net $ 180 $ 1,658 $ 4,058 9. 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) December 31, 2021 December 31, 2020 December 31, 2021 December 31, 2020 Credit facility: Revolving credit loans $ 260,000 $ 69,625 3.27 % 1.83 % Term loans 640,000 400,000 3.02 % 3.12 % Real estate loans 59,480 60,626 5.22 % 5.22 % Other debt 1,694 3,926 5.00 % 5.00 % Total debt 961,174 534,177 3.23 % 3.21 % Less: Unamortized discount and debt issuance costs 4,994 3,144 Less: Debt, current portion 18,697 12,840 3.11 % 2.61 % Debt, net of current portion $ 937,483 $ 518,193 3.23 % 3.22 % 2020 refinancing We were previously party to a 5 -year $ 700.0 million credit facility entered into during June 2017. The credit facility included: a dollar and a designated currency revolving credit facility with sublimits for letters of credit, swingline loans and multicurrency borrowings (the “2017 Revolving Facility”) and a term loan (the “2017 Term Loan”) together, (the “2017 Credit Facility”). 88 2021 Form 10-K Table of Contents Blackbaud, Inc. Notes to Consolidated Financial Statements In October 2020, we entered into a 5 -year $ 900.0 million Amended and Restated Credit Agreement (the “2020 Credit Facility”). The 2020 Credit Facility matures in October 2025 and replaced the 2017 Credit Facility by amending and restating it to include a $ 500.0 million revolving credit facility (the “2020 Revolving Facility”) and a $ 400.0 million term loan facility (the “2020 Term Loan”). Upon closing, we borrowed $ 400.0 million pursuant to the 2020 Term Loan and used the proceeds to repay the outstanding principal balance of the term loan under the 2017 Credit Facility, and repay $ 124.4 million of outstanding revolving credit loans under the 2017 Revolving Facility. In connection with the amendment and restatement of the 2017 Credit Facility, the existing Pledge Agreement dated June 2, 2017, by us in favor of Bank of Am erica, N.A., as administrative agent, was likewise amended and restated. Certain lenders of the 2020 Term Loan participated in the 2017 Term Loan and the change in present value of our future cash flows to these lenders under the 2017 Term Loan and under the 2020 Term Loan was less than 10%. Accordingly, we accounted for the refinancing event as a debt modification. Certain lenders of the 2017 Term Loan did not participate in the 2020 Term Loan. Accordingly, we accounted for the refinancing event for these lenders as a debt extinguishment. Certain lenders of the 2017 Revolving Facility participated in the 2020 Revolving Facility and provided increased borrowing capacities. Accordingly, we accounted for the refinancing event for these lenders as a debt modification. Certain lenders of the 2017 Revolving Facility did not participate in the 2020 Revolving Facility. Accordingly, we accounted for the refinancing event for these lenders as a debt extinguishment. We recorded an insignificant loss on debt extinguishment related to the write-off of debt discount and deferred financing costs for the portions of t he 2017 Credit Facility considered to be extinguished. This loss was recognized in the consolidated statements of comprehensive income within other income, net. Summary of the 2020 Credit Facility The 2020 Revolving Facility includes (i) a $ 50.0 million sublimit available for the issuance of standby letters of credit, (ii) a $ 50.0 million sublimit available for swingline loans, and (iii) a $ 100.0 million sublimit available for multicurrency borrowings. Our obligations under the 2020 Credit Facility are secured by the stock and limited liability company interests of certain of our direct subsidiaries and any of our material domestic subsidiaries, if any, and the proceeds therefrom pledged pursuant to an Amended and Restated Pledge Agreement dated as of October 30, 2020, by us in favor of Bank of America, N.A., as administrative agent, for the ratable benefit of itself and the secured parties referred to therein. Dollar tranche loans under the 2020 Revolving Facility and 2020 Term Loan bear interest at a rate per annum equal to (a) a base rate equal to the highest of (i) the Federal Funds Rate plus 0.50 %, (ii) the prime rate announced by Bank of America, N.A., and (iii) the Eurocurrency Rate (which varies depending on the currency in which the loan is denominated) plus 1.00 % (the “Base Rate”), plus (b) an applicable margin as specified in the 2020 Credit Facility (the “Applicable Margin”). Each Eurocurrency Rate Loan under the 2020 Credit Facility shall bear interest at a rate per annum equal to the Eurocurrency Rate, plus the Applicable Margin. The Applicable Margin shall be adjusted quarterly, varies based on our net leverage ratio and varies based on whether the loan is a Base Rate Loan ( 0.375 % to 1.125 %) or a Eurocurrency Rate Loan ( 1.375 % to 2.125 %). We also pay a quarterly commitment fee on the unused portion of the 2020 Revolving Facility from 0.250 % to 0.375 % per annum, depending on our net leverage ratio. At December 31, 2021, the commitment fee was 0.25 %. The term loan under the 2020 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 2020 Credit Facility in October 2025. We evaluate the classification of our debt as current or non-current based on the required annual maturities of the 2020 Credit Facility. We may prepay the 2020 Credit Facility in whole or in part at any time without premium or penalty, other than customary breakage costs with respect to certain types of loans. The 2020 Credit Facility contains various representations, warranties and affirmative, negative and financial covenants customary for financings of this type. Financial covenants include a net leverage ratio and an interest coverage ratio. At December 31, 2021, we were in compliance with our debt covenants under the 2020 Credit Facility. 2021 Form 10-K 89 Table of Contents Blackbaud, Inc. Notes to Consolidated Financial Statements Under the terms of the 2020 Credit Facility, we are entitled on one or more occasions, subject to the satisfaction of certain conditions, to request an increase in the commitments under the Revolving Credit Facility and/or request additional incremental term loans in the aggregate principal amount of up to $ 250.0 million plus an amount, if any, such that the net leverage ratio shall be no greater than 3.25 to 1.00. At December 31, 2021, our available borrowing capacity under the 2020 Credit Facility was $ 239.5 million. First incremental term loan In December 2021, we entered into the First Incremental Term Loan Agreement (the "Incremental Amendment"). The Incremental Amendment amends the 2020 Credit Facility and, among other things, provides for a $ 250.0 million incremental term loan (the “2021 Incremental Term Loan”). The 2021 Incremental Term Loan bears interest at a rate per annum equal to, at the option of the Company: (a) a base rate equal to the highest of (i) the Federal Funds Rate plus 0.50 %, (ii) the prime rate announced by Bank of America, N.A., and (iii) the Daily SOFR rate plus 1.00 % (the “Base Rate”), plus an applicable margin as specified in the Incremental Amendment (the “Applicable Margin”); (b) the Daily SOFR rate plus a SOFR adjustment rate as specified in the Incremental Amendment (the “SOFR Adjustment”) plus the Applicable Margin; or (c) the Term SOFR rate plus the SOFR Adjustment plus the Applicable Margin. The Applicable Margin shall be adjusted quarterly, varies based on our net leverage ratio and varies based on whether the loan is a Base Rate loan ( 0.375 % to 1.50 %) or a SOFR Rate loan ( 1.375 % to 2.50 %). The SOFR Adjustment varies based on the applicable interest period and equals 0.10 % for Daily SOFR loans and for Term SOFR loans with a one-month interest period, 0.15 % for Term SOFR loans with a three-month interest period and 0.25 % for Term SOFR loans with a six-month interest period. The 2021 Incremental Term Loan matures in October 2025, which is the maturity date of the existing term loan under the 2020 Credit Facility, and is otherwise subject to substantially the same terms and conditions as the existing term loan under the 2020 Credit Facility. Financing costs In connection with our entry into the 2020 Credit Facility, we paid $ 4.0 million in financing costs, of which $ 1.2 million were capitalized in other assets and, together with a portion of the unamortized deferred financing costs from the 2017 Credit Facility and prior facilities, are being amortized into interest expense over the term of the new facility. We recorded aggregate financing costs of $ 2.0 million as a direct deduction from the carrying amount of our debt liability, which related to debt discount (fees paid to lenders) and debt issuance costs for the 2020 Term Loan. In connection with our entry into the 2021 Incremental Term Loan, we paid $ 3.1 million in financing costs which were recorded as a direct deduction from the carrying amount of our debt liability. As of December 31, 2021, deferred financing costs totaling $ 1.2 million were included in other assets on our consolidated balance sheets. Financing for EVERFI acquisition On December 31, 2021, we acquired EVERFI for approximately $ 440.1 million in cash consideration and 3,844,423 shares of the company's common stock, valued at approximately $ 303.6 million, for an aggregate purchase price of approximately $ 743.8 million, subject to closing adjustments. We financed the cash consideration and related expenses through cash on hand and new borrowings u nder the 2020 Credit Facility , including $ 250.0 million under the First Incremental Term Loan (as defined above). 90 2021 Form 10-K Table of Contents Blackbaud, Inc. Notes to Consolidated Financial Statements 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 (i) a 5.12 % Senior Secured Note, Series A1, in the outstanding principal amount of $ 49.1 million, dated May 2, 2018, and (ii) a 5.61 % Senior Secured Note, Series A2, in the outstanding principal amount of $ 12.0 million, dated May 2, 2018, or an aggregate outstanding principal amount of $ 61.1 million (collectively, the “Real Estate Loans”). The Series A1 Note provides that we will pay the remaining principal amount due thereunder together with interest thereon at the rate indicated above, in monthly installments until it matures in April 2038. The Series A2 Note provides that we pay interest only in monthly installments at the rate indicated above with the principal amount due at maturity in April 2038. The Real Estate Loans are secured by a first priority lien on the real property constituting the global headquarters facility. Our assumption of the Real Estate Loans was a noncash investing and financing transaction and is reflected in our supplemental disclosure of cash flow information. At December 31, 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 December 31, 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 December 31, 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 2022 $ 18,697 2023 18,232 2024 17,859 2025 853,034 2026 1,969 Thereafter 51,383 Total required maturities $ 961,174 10. 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. 2021 Form 10-K 91 Table of Contents Blackbaud, Inc. Notes to Consolidated Financial Statements The terms and notional values of our derivative instruments were as follows as of December 31, 2021: (dollars in thousands) Term of derivative instrument Notional value Derivative instruments designated as hedging instruments: 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 Interest rate swap July 2021 - October 2024 120,000 Interest rate swap July 2021 - October 2024 75,000 $ 435,000 The fair values of our derivative instruments were as follows as of: Asset Derivatives Liability Derivatives (dollars in thousands) Balance sheet location December 31, 2021 December 31, 2020 Balance sheet location December 31, 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 $ — $ 2,698 Interest rate swaps, long-term portion Other assets 7,160 — Other liabilities — 1,461 Total derivative instruments designated as hedging instruments $ 7,160 $ — $ — $ 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) December 31, 2021 Year ended December 31, 2021 Interest rate swaps $ 7,160 Interest expense $ ( 3,714 ) December 31, 2020 Year ended December 31, 2020 Interest rate swaps $ ( 4,159 ) Interest expense $ ( 3,827 ) December 31, 2019 Year ended December 31, 2019 Interest rate swaps $ ( 1,757 ) Interest expense $ 573 92 2021 Form 10-K Table of Contents Blackbaud, Inc. Notes to Consolidated Financial Statements 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 income as of December 31, 2021 that is expected to be reclassified into earnings within the next twelve months is insignificant. There were no ineffective portions of our interest rate swap derivatives during the years ended December 31, 2021, 2020 and 2019. See Note 14 to these consolidated financial statements for a summary of the changes in accumulated other comprehensive income (loss) by component. We did no t have any undesignated derivative instruments during 2021, 2020 and 2019. 11. Commitments and Contingencies Leases We have operating leases for corporate offices, subleased offices and certain equipment and furniture. In August 2020, we completed the purchase of our global headquarters facility that we previously leased. As of December 31, 2021, we did not have any operating leases that had not yet commenced. With the acquisition of EVERFI, we assumed a lease for office space in Washington, D.C. At December 31, 2021, we had a standby letter of credit of $ 2.1 million for a security deposit for this lease. The following table summarizes the components of our lease expense: Year ended December 31, (dollars in thousands) 2021 2020 2019 Operating lease cost (1) $ 9,636 $ 41,210 $ 27,519 Variable lease cost 2,478 4,266 4,035 Sublease income ( 1,516 ) ( 3,120 ) ( 3,189 ) Net lease cost $ 10,598 $ 42,356 $ 28,365 (1) Includes short-term lease costs, which were immaterial. In October 2021, we made the decision to permanently close our fixed office locations (with the exception of our global headquarters facility in Charleston, South Carolina), effective in December 2021. This change was intended to align our real estate footprint with our transition to a remote-first workforce. We enter into arrangements for smaller more flexible workspaces where ne cessary. As a result, during the twelve months ended December 31, 2021, we reduced the estimated useful lives of our operating lease ROU assets for certain of our office locations we expected to exit. We recorded $ 5.3 million in incremental operating lease costs during 2021 related to this change in accounting estimate. For these same office locations, we also reduced the estimated useful lives of certain facilities-related fixed assets, which resulted in incremental depreciation expense of $ 1.7 million during 2021 (see Note 7 to these consolidated financial statements). During the twelve months ended December 31, 2021, we also recorded $ 3.6 million in impairments of op erating lease ROU assets associated with certain leased office spaces we have ceased using as a result of our adjusted workforce strategy. These impairment charges are reflected in general and administrative expense. During the twelve months ended December 31, 2020, we reduced the estimated useful lives of our operating lease ROU assets for certain of our office locations we expected to exit. We recorded $ 16.2 million in incremental operating lease costs during 2020 related to this change in accounting estimate, which accounts for a substantial portion of the increase in operating lease costs during 2020. For these same office locations, we also reduced the estimated useful lives of certain facilities-related fixed assets, which resulted in incremental depreciation expense of $ 4.6 million during 2020 (see Note 7 to these consolidated financial statements). During the twelve months ended December 31, 2020 , we also recorded $ 4.0 million in impairments of op erating lease ROU assets associated with certain leased office spaces we ceased using. These impairment charges are reflected in general and administrative expense. 2021 Form 10-K 93 Table of Contents Blackbaud, Inc. Notes to Consolidated Financial Statements During the twelve months ended December 31, 2019, we recorded $ 3.8 million in impairments of operating lease ROU assets associated with certain leased office spaces we ceased using as part of our facilities optimization restructuring. These impairments, which were based on our estimates about our inability to sublease the office spaces, were recorded as restructuring expense on our consolidated statements of comprehensive income. See Note 18 to these consolidated financial statements for additional details regarding our facilities optimization restructuring. Maturities of our operating lease liabilities as of December 31, 2021 were as follows: Years ending December 31, (dollars in thousands) Operating leases 2022 11,706 2023 10,328 2024 7,886 2025 6,805 2026 6,109 Thereafter 32,997 Total lease payments 75,831 Less: Amount representing interest 13,275 Present value of future payments $ 62,556 Our ROU assets and lease liabilities are included in the following line items in our consolidated balance sheet: (dollars in thousands) December 31, 2021 December 31, 2020 Operating leases Operating lease ROU assets $ 53,883 $ 22,671 Accrued expenses and other current liabilities $ 9,170 $ 9,359 Operating lease liabilities, net of current portion 53,386 17,357 Total operating lease liabilities $ 62,556 $ 26,716 The increase in operating lease ROU assets and operating lease liabilities during 2021 was primarily due to leases for office space we assumed with our acquisition of EVERFI. See Note 3 to these consolidated financial statements for details. The weighted average remaining lease terms and discount rates were as follows: (dollars in thousands) December 31, 2021 December 31, 2020 December 31, 2019 Operating leases Weighted average remaining lease term (years) 8.9 4.6 12.5 Weighted average discount rate 4.68 % 5.70 % 5.96 % Supplemental cash flow information related to leases was as follows: Year ended December 31, (dollars in thousands) 2021 2020 2019 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases (1) $ 11,338 $ 26,713 $ 24,569 Right-of-use assets obtained in exchange for lease obligations (non-cash): Operating leases 5,358 11,002 102,245 (1) The 2020 amount was revised to correct an immaterial disclosure error in the previously filed consolidated financial statements. 94 2021 Form 10-K Table of Contents Blackbaud, Inc. Notes to Consolidated Financial Statements 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 December 31, 2021, the remaining aggregate minimum purchase commitment under these arrangements was approximately $ 33.6 million through 2025. 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 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 abo ve a $ 250 thousand deductible payable by us. As noted below, this coverage has reduced our financial exposure related to the Security Incident, and we will continue to seek recoveries under these insurance policies. 2021 Form 10-K 95 Table of Contents Blackbaud, Inc. Notes to Consolidated Financial Statements We recorded expenses and offsetting probable insurance recoveries related to the Security Incident as follows: Years ended December 31, (dollars in thousands) 2021 2020 Gross expense (1) $ 40,560 $ 9,831 Offsetting probable insurance recoveries ( 38,746 ) ( 9,363 ) Net expense $ 1,814 $ 468 (1) The 2020 amount has been revised to exclude costs associated with enhancements to our cybersecurity program. The following summarizes our cumulative expenses, probable insurance recoveries and insurance recoveries paid as of: (dollars in thousands) December 31, 2021 December 31, 2020 Cumulative gross expense (1) $ 50,391 $ 9,831 Cumulative offsetting insurance recoveries ( 48,109 ) ( 9,363 ) Cumulative net expense $ 2,282 $ 468 Cumulative offsetting insurance recoveries paid $ ( 29,968 ) $ ( 3,075 ) (1) The 2020 amount has been revised to exclude costs associated with enhancements to our cybersecurity program. Due to the time required to submit and process such insurance claims, we have not yet received all of the accrued insurance recoveries. Recorded expenses consisted primarily of payments for legal fees related to governmental inquiries and investigations and customer constituent class actions. We present expenses and insurance recoveries related to the Security Incident in general and administrative expense on o ur consolidated statements of comprehensive income and as operating activities on our consolidated statements of cash flows. Based on our review of expenses incurred to date, total costs related to the Security Incident have exceeded the limit of our insurance coverage during the first quarter of 2022. 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. For full year 2022, we currently expect net cash outlays of approximately $ 25.0 million to $ 35.0 million for ongoing legal fees related to the Security Incident. In line with our policy as discussed above, legal fees, are expensed as incurred. Based on our analysis of the factors described above, we have not recorded a liability for a loss contingency related to the Security Incident as of December 31, 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). Of the Customer Reimbursement Requests received to date, approximately 180 have been fully resolved and closed. In addition, insurance companies representing various customers’ interests through subrogation claims have contacted us. One insurance company has filed a subrogation claim in court. Customer and insurer subrogation 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 and subrogation 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 19 putative consumer class action cases [ 17 in U.S. federal courts (which have been consolidated under multi district litigation to a single federal court) and 2 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. 96 2021 Form 10-K Table of Contents Blackbaud, Inc. Notes to Consolidated Financial Statements 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 48 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. We also are subject to the following pending governmental actions: • an investigation by the U.S. Federal Trade Commission; • a formal investigation by the SEC; • an investigation by the U.S. Department of Health and Human Services; • an investigation by the Office of the Australian Information Commissioner; and • an investigation by the Office of the Privacy Commissioner of Canada. On September 28, 2021, the Information Commissioner’s Office in the United Kingdom under the U.K. Data Protection Act 2018 (the "ICO") notified us that it has closed its investigation of the Security Incident. Based on its investigation and having considered our actions before, during and after the Security Incident, the ICO issued our European subsidiary a reprimand in accordance with Article 58(2)(b) of the U.K. General Data Protection Regulation ("U.K. GDPR") due to our non-compliance, in the ICO's view, with the requirements set out in Article 32 of the U.K. GDPR regarding the processing of personal data. The ICO did not impose a penalty related to the Security Incident, nor did it impose any requirements for further action by us. On September 24, 2021, we received notice from the Spanish Data Protection Authority that it has concluded its investigation of the Security Incident, pursuant to which our European subsidiary paid a penalty of € 60,000 in relation to the alleged late notification of two Spanish data controllers regarding the Security Incident. On January 15, 2021, we were notified by the Data Protection Commission of Ireland that it has concluded its investigation of the Security Incident without taking any action against us. We continue to cooperate with all ongoing inquiries and investigations, 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 have a material adverse impact on our results of operations, cash flows, or financial condition. 2021 Form 10-K 97 Table of Contents Blackbaud, Inc. Notes to Consolidated Financial Statements 12. Income Taxes We file income tax returns in the U.S. for federal and various state jurisdictions as well as in foreign jurisdictions including Canada, the U.K., Australia, Ireland and Costa Rica. We are generally subject to U.S. federal income tax examination for calendar tax years 2018 through 2021 as well as state and foreign income tax examinations for various years depending on statutes of limitations of those jurisdictions. We entered into settlement with the IRS Appeals Office in relation to one of our uncertain tax positions which resulted in release of the corresponding liability for uncertain tax position. The following summarizes the components of income tax expense (benefit): Years ended December 31, (dollars in thousands) 2021 2020 2019 Current taxes: U.S. Federal $ ( 2,499 ) $ ( 407 ) $ 1,534 U.S. State and local ( 257 ) 1,563 613 International 6,570 3,904 130 Total current taxes 3,814 5,060 2,277 Deferred taxes: U.S. Federal ( 4,615 ) ( 1,064 ) ( 1,724 ) U.S. State and local 222 7,725 ( 2,235 ) International 1,964 2,176 359 Total deferred taxes ( 2,429 ) 8,837 ( 3,600 ) Total income tax provision (benefit) $ 1,385 $ 13,897 $ ( 1,323 ) The following summarizes the components of income before provision for income taxes: Years ended December 31, (dollars in thousands) 2021 2020 2019 U.S. $ ( 23,180 ) $ ( 4,112 ) $ 5,149 International 30,263 25,726 5,436 Income before provision for income taxes $ 7,083 $ 21,614 $ 10,585 98 2021 Form 10-K Table of Contents Blackbaud, Inc. Notes to Consolidated Financial Statements A reconciliation between the effect of applying the federal statutory rate and the effective income tax rate used to calculate our income tax provision (benefit) is as follows: Years ended December 31, 2021 2020 2019 Federal statutory rate 21.0 % 21.0 % 21.0 % Effect of: State income taxes, net of federal benefit 4.4 5.9 ( 1.7 ) Change in foreign income tax rate applied to deferred tax balances 42.6 4.0 2.0 Change in state income tax rate applied to deferred tax balances 2.3 0.1 ( 3.1 ) Section 162(m) limitation 75.0 17.5 30.8 Change in valuation reserve (primarily state credit reserves) 26.1 38.2 3.7 Acquisition costs 8.7 — — Nondeductible meals, entertainment and transportation 1.1 3.3 11.3 GILTI inclusion — 1.3 5.9 FDII benefit — — ( 1.5 ) DTA Adjustment – NOLs — ( 3.3 ) — Return to accrual adjustment ( 4.2 ) ( 4.1 ) ( 10.6 ) Foreign tax rate ( 6.0 ) ( 1.7 ) 0.3 State credits, net of federal benefit ( 32.6 ) ( 2.3 ) ( 15.4 ) Unrecognized tax benefit ( 32.7 ) 1.3 4.4 Stock-based compensation ( 36.2 ) ( 1.2 ) ( 20.2 ) Federal credits generated ( 54.5 ) ( 17.4 ) ( 37.6 ) Other 4.6 1.7 ( 1.8 ) Income tax provision (benefit) effective rate 19.6 % 64.3 % ( 12.5 ) % The decrease in our effective income tax rate in 2021 when compared to 2020, was primarily due to prior year increase in valuation allowance attributable to state tax credit carryforwards for which we do not expect to realize benefit. Furthermore, our 2021 effective income tax rate was positively impacted by increased benefit attributable to stock based compensation deduction and a reduction to the unrecognized tax benefit as a result of IRS audit settlement and statute of limitation lapses offset against negative impacts of the U.K.-enacted tax rate increase and an increase in non-deductible compensation. 2021 Form 10-K 99 Table of Contents Blackbaud, Inc. Notes to Consolidated Financial Statements The significant components of our deferred tax assets and liabilities were as follows: December 31, (dollars in thousands) 2021 2020 Deferred tax assets relating to: Federal and state and foreign net operating loss carryforwards $ 21,456 $ 5,592 Federal, state and foreign tax credits 52,283 42,598 Stock-based compensation 21,432 17,434 Operating leases 23,795 13,375 Allowance for credit losses 2,524 2,399 Intangible assets 1,070 1,663 Deferred revenue 1,057 524 Accrued bonuses 218 — Other 13,515 9,111 Total deferred tax assets 137,350 92,696 Deferred tax liabilities relating to: Intangible assets ( 168,392 ) ( 45,757 ) Capitalized software development costs ( 31,326 ) ( 28,804 ) Costs of obtaining contracts ( 18,046 ) ( 20,256 ) Operating leases ( 23,582 ) ( 12,333 ) Fixed assets ( 8,483 ) ( 8,458 ) Other ( 2,515 ) ( 398 ) Total deferred tax liabilities ( 252,344 ) ( 116,006 ) Valuation allowance ( 31,974 ) ( 29,184 ) Net deferred tax liability $ ( 146,968 ) $ ( 52,494 ) As of December 31, 2021, our federal, foreign and state net operating loss carryforwards for income tax purposes were approximately $ 76.8 million, $ 8.5 million and $ 137.6 million, respectively. The federal and state net operating loss carryforwards are subject to various Internal Revenue Code limitations and applicable state tax laws. If not utilized, the federal net operating loss carryforwards will begin to expire in 2028 and the state net operating loss carryforwards will expire over various periods beginning in 2022. Of our foreign net operating loss carryforwards, $ 425 thousand expires in 2024 with the remainder having an unlimited carryforward period. Our federal tax credit carryforwards for income tax purposes were approximately $ 22.1 million. Our state tax credit carryforwards for income tax purposes were approximately $ 32.8 million, net of federal benefit. If not utilized, the federal tax credit carryforwards will begin to expire in 2036 and the state tax credit carryforwards will begin to expire in 2022. A portion of the foreign and state net operating loss carryforwards and state credit carryforwards have a valuation reserve due to management's uncertainty regarding the future ability to use such carryforwards. The following table illustrates the change in our deferred tax asset valuation allowance: Years ended December 31, (dollars in thousands) Balance at beginning of year Acquisition- related change Charges to expense Balance at end of year 2021 $ 29,184 $ 893 $ 1,897 $ 31,974 2020 6,453 — 22,731 29,184 2019 6,855 — ( 402 ) 6,453 100 2021 Form 10-K Table of Contents Blackbaud, Inc. Notes to Consolidated Financial Statements The following table sets forth the change to our unrecognized tax benefit for the years ended December 31, 2021, 2020 and 2019: Years ended December 31, (dollars in thousands) 2021 2020 2019 Balance at beginning of year $ 4,625 $ 4,346 $ 3,704 Increases from prior period positions 6 414 1,183 Decreases in prior year positions ( 57 ) ( 614 ) ( 385 ) Increases from current period positions 1,751 491 456 Settlements (payments) ( 1,192 ) — — Lapse of statute of limitations ( 1,482 ) ( 12 ) ( 612 ) Balance at end of year $ 3,651 $ 4,625 $ 4,346 The total amount of unrecognized tax benefit that, if recognized, would favorably affect the effective tax rate was $ 3.2 million at December 31, 2021. Certain prior period amounts relating to our 2014 acquisitions are covered under indemnification agreements and, therefore, we have recorded a corresponding indemnification asset. We recognize accrued interest and penalties, if any, related to unrecognized tax benefits as a component of income tax expense. The total amount of accrued interest and penalties included in the consolidated balance sheet as of December 31, 2021 and December 31, 2020 was insignificant and $ 1.1 million, respectively. The total amount of interest and penalties included in the consolidated statements of comprehensive income as an increase or decrease in income tax expense for 2021, 2020 and 2019 was insignificant. We have taken federal and state tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits might decrease within the next twelve months. This possible decrease could result from the expiration of statutes of limitations. The reasonably possible decrease at December 31, 2021 was insignificant. For our undistributed earnings of foreign subsidiaries, which we do not consider to be significant, we concluded that these earnings would be permanently reinvested in the local jurisdictions and not repatriated to the United States. Accordingly, we have not provided for U.S. state income taxes and foreign withholding taxes on those undistributed earnings of our foreign subsidiaries. If some or all of such earnings were to be remitted, the amount of taxes payable would be insignificant. 13. Stock-based Compensation Employee stock-based compensation plans Under the 2016 Equity and Incentive Compensation Plan Amended and Restated as of June 10, 2021 (the "2016 Equity Plan"), we may grant incentive stock options, nonstatutory stock options, stock appreciation rights, restricted stock, restricted stock units, other stock awards and cash incentive awards to employees, directors and consultants. Our Compensation Committee of the Board of Directors administers this plan and the stock-based awards are granted under terms determined by it. The total number of authorized stock-based awards available under our plan was 3,500,423 as of December 31, 2021. We issue common stock from our pool of authorized stock upon exercise of stock options and stock appreciation rights, vesting of restricted stock units or upon granting of restricted stock. 2021 Form 10-K 101 Table of Contents Blackbaud, Inc. Notes to Consolidated Financial Statements Historically, we have issued four types of awards under our plans: restricted stock awards, restricted stock units, stock options and stock appreciation rights ("SARs"). There have been no new stock options or SARs granted since 2005 and 2013, respectively. The following table sets forth the number of awards outstanding for each award type as of: Outstanding at December 31, Award type 2021 2020 Restricted stock awards 1,192,810 1,277,109 Restricted stock units 1,279,270 1,170,885 Options and SARs granted under the 2016 Equity Plan have a 10 -year contractual term. Awards granted to our executive officers and certain members of management are subject to accelerated vesting upon a change in control as defined in the employees’ retention agreement. Expense recognition We recognize compensation expense associated with stock options and awards with performance or market based vesting conditions on an accelerated basis over the requisite service period of the individual grantees, which generally equals the vesting period. We recognize compensation expense associated with restricted stock awards and SARs on a straight-line basis over the requisite service period of the individual grantees, which generally equals the vesting period. We recognize the effect of awards for which the requisite service period is not rendered when the award is forfeited (that is, we recognize the effect of forfeitures in compensation cost when they occur). Previously recognized compensation cost for an award is reversed in the period that the award is forfeited. 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: Years ended December 31, (in thousands) 2021 2020 2019 Included in cost of revenue: Cost of recurring $ 12,405 $ 5,793 $ 1,879 Cost of one-time services and other 7,547 7,581 1,487 Total included in cost of revenue 19,952 13,374 3,366 Included in operating expenses: Sales, marketing and customer success 20,283 15,514 11,203 Research and development 27,080 18,527 11,115 General and administrative 53,064 39,842 32,949 Total included in operating expenses 100,427 73,883 55,267 Total stock-based compensation expense $ 120,379 $ 87,257 $ 58,633 The total amount of compensation cost related to unvested awards not recognized was $ 97.8 million at December 31, 2021. It is expected that this amount will be recognized over a weighted average period of 1.3 years. Restricted stock awards We have granted shares of common stock subject to certain restrictions under the 2016 Equity Plan. Restricted stock awards granted to employees vest in equal annual installments generally over 3 years from the grant date subject to the recipient’s continued employment with us. Restricted stock awards granted to non-employee directors vest after one year from the date of grant or, if earlier, immediately prior to the next annual election of directors, provided the non-employee director is serving as a director at that time. The fair market value of the stock at the time of the grant is amortized on a straight-line basis to expense over the period of vesting. Recipients of restricted stock awards have the right to vote such shares and receive dividends, if declared. 102 2021 Form 10-K Table of Contents Blackbaud, Inc. Notes to Consolidated Financial Statements The following table summarizes our unvested restricted stock awards as of December 31, 2021, and changes during the year then ended: Restricted stock awards Restricted stock awards Weighted average grant-date fair value Aggregate intrinsic value (1) (in thousands) Unvested at January 1, 2021 1,277,109 $ 79.54 Granted 596,763 77.39 Vested ( 486,342 ) 79.21 Forfeited ( 194,720 ) 78.67 Unvested at December 31, 2021 1,192,810 78.73 $ 94,208 (1) The intrinsic value is calculated as the market value as of the end of the fiscal period. The total fair value of restricted stock awards that vested during the years ended December 31, 2021, 2020 and 2019 was $ 38.5 million, $ 39.9 million and $ 37.5 million, respectively. The weighted average grant-date fair value of restricted stock awards granted during the years ended December 31, 2020 and 2019 was $ 77.16 and $ 78.39 , respectively. Restricted stock units We have also granted restricted stock units subject to certain restrictions under the 2016 Equity Plan. Restricted stock units granted to employees vest in equal annual installments generally over 3 years from the grant date subject to the recipient’s continued employment with us. We have also granted restricted stock units for which vesting is subject to meeting certain performance and/or market conditions. Restricted stock units granted with a market condition had a fair market value assigned at the grant date based on the use of a Monte Carlo simulation model. The fair market value of the stock at the time of the grant is amortized to expense on a straight-line basis over the period of vesting except for awards with market or performance conditions, which are amortized on an accelerated basis over the period of vesting. The following table summarizes our unvested restricted stock units as of December 31, 2021, and changes during the year then ended: Restricted stock units Restricted stock units Weighted average grant-date fair value Aggregate intrinsic value (1) (in thousands) Unvested at January 1, 2021 1,170,885 $ 63.62 Granted 1,126,266 73.47 Forfeited ( 110,722 ) 66.11 Vested ( 907,159 ) 59.83 Unvested at December 31, 2021 1,279,270 74.77 $ 101,037 (1) The intrinsic value is calculated as the market value as of the end of the fiscal period. The total fair value of restricted stock units that vested during the years ended December 31, 2021, 2020 and 2019 was $ 54.3 million, $ 18.9 million, and $ 19.2 million, respectively. The weighted average grant date fair value of restricted stock units granted for the years ended December 31, 2020 and 2019 was $ 59.59 and $ 77.90 , respectively. Stock appreciation rights All SARs previously granted were fully vested as of December 31, 2017. There were no SARs exercised during 2021 and 2020. The total intrinsic value of SARs exercised during the year ended December 31, 2019 was $ 3.6 million. SARs granted with a market condition had a fair market value assigned at the grant date based on the use of a Monte Carlo simulation model. All other SARs granted had a fair market value assigned at the grant date based on the use of the Black-Scholes option pricing model. 2021 Form 10-K 103 Table of Contents Blackbaud, Inc. Notes to Consolidated Financial Statements 14. Stockholders' Equity Preferred stock Our Board of Directors may fix the relative rights and preferences of each series of preferred stock in a resolution of the Board of Directors. Stock repurchase program Under our 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 does not have an expiration date and 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 56 in this report. We account for purchases of treasury stock under the cost method. During the year ended December 31, 2021, we purchased 1,592,933 shares for $ 108.4 million. In December 2021, our Board of Directors reauthorized and replenished our stock repurchase program that authorizes us to purchase up to $ 250.0 million of our outstanding shares of common stock. The remaining amount available to purchase stock under the stock repurchase program was $ 250.0 million as of December 31, 2021. Changes in accumulated other comprehensive loss by component The changes in accumulated other comprehensive loss by component, consisted of the following: Years ended December 31, (in thousands) 2021 2020 2019 Accumulated other comprehensive loss, beginning of period $ ( 2,497 ) $ ( 5,290 ) $ ( 5,110 ) By component: Gains and losses on cash flow hedges: Accumulated other comprehensive (loss) income balance, beginning of period $ ( 3,101 ) $ ( 1,323 ) $ 1,498 Other comprehensive (loss) income before reclassifications, net of tax effects of $( 1,982 ), $ 1,625 and $ 860 5,617 ( 4,602 ) ( 2,399 ) Amounts reclassified from accumulated other comprehensive income (loss) to interest expense 3,714 3,827 ( 573 ) Tax (benefit) expense included in provision for income taxes ( 973 ) ( 1,003 ) 151 Total amounts reclassified from accumulated other comprehensive income (loss) 2,741 2,824 ( 422 ) Net current-period other comprehensive income (loss) 8,358 ( 1,778 ) ( 2,821 ) Accumulated other comprehensive income (loss) balance, end of period $ 5,257 $ ( 3,101 ) $ ( 1,323 ) Foreign currency translation adjustment: Accumulated other comprehensive income (loss) balance, beginning of period $ 604 $ ( 3,967 ) $ ( 6,608 ) Translation adjustments 661 4,571 2,641 Accumulated other comprehensive income (loss) balance, end of period 1,265 604 ( 3,967 ) Accumulated other comprehensive income (loss), end of period $ 6,522 $ ( 2,497 ) $ ( 5,290 ) 104 2021 Form 10-K Table of Contents Blackbaud, Inc. Notes to Consolidated Financial Statements 15. Defined Contribution Plan We have a defined contribution 401(k) plan (the "401K Plan") covering substantially all employees. Employees were able to contribute between 1 % and 75 % of their salaries in 2021, 2020 and 2019. We match 50 % of qualified employees’ contributions up to 6 % of their salary. The 401K Plan also provides for additional employer contributions to be made at our discretion. We suspended our 401(k) match program between April 1, 2020 and December 31, 2020 in response to COVID-19. Total matching contributions to the 401K Plan for the years ended December 31, 2021, 2020 and 2019 were $ 6.5 million, $ 1.9 million and $ 8.7 million, respectively. In December 2020, we made a discretionary matching contribution to eligible employees 401(k) plans totaling $ 1.2 million, given our financial performance during the fourth quarter. There were no discretionary contributions by us to the 401K Plan in 2021 and 2019. 16. Segment Information Our chief operating decision maker is our chief executive officer ("CEO"). Our chief operating decision maker uses consolidated financial information to make operating decisions, assess financial performance and allocate resources. We have one operating segment and one reportable segment. The following table presents long-lived assets by geographic region based on the location of the assets. Years ended December 31, (dollars in thousands) 2021 2020 United States $ 110,613 $ 103,123 Other countries 815 2,054 Total property and equipment $ 111,428 $ 105,177 See Note 17 to these consolidated financial statements for information about our revenues by geographic region. 17. Revenue Recognition Transaction price allocated to the remaining performance obligations As of December 31, 2021, approximately $ 1.0 billion of revenue is expected to be recognized from remaining performance obligations. We expect to recognize revenue on approximately 60 % 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 (payment services and usage). We also applied the practical expedient in ASC 606-10-65-1-(f)(3), whereby the transaction price allocated to the remaining performance obligations, or an explanation of when we expect to recognize that amount as revenue for all reporting periods presented before the date of the initial application, is not disclosed. 2021 Form 10-K 105 Table of Contents Blackbaud, Inc. Notes to Consolidated Financial Statements Contract balances Our contract assets as of December 31, 2021 and December 31, 2020 were insignificant. Our opening and closing balances of deferred revenue were as follows: (in thousands) December 31, 2021 December 31, 2020 Total deferred revenue $ 378,746 $ 316,914 Deferred revenue increased during 2021, primarily due to the inclusion of EVERFI deferred revenue balances and, to a much lesser extent, early progress in initiatives to bring our pricing in line with the market. The amount of revenue recognized during the 2021 that was included in the deferred revenue balance at the beginning of the period was approximately $ 288 million . The amount of revenue recognized during the 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: Years ended December 31, (dollars in thousands) 2021 2020 2019 United States $ 777,333 $ 772,188 $ 775,308 United Kingdom 89,688 84,121 65,176 Other countries 60,719 56,910 59,939 Total revenue $ 927,740 $ 913,219 $ 900,423 Beginning in the second quarter of 2021, we combined our General Markets Group and Enterprise Markets Group 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 December 31, 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: Years ended December 31, (dollars in thousands) 2021 2020 (1) 2019 (1) UMG $ 733,663 $ 730,482 $ 750,007 IMG 193,632 181,948 147,147 Other 445 789 3,269 Total revenue $ 927,740 $ 913,219 $ 900,423 (1) Due to the market group changes discussed above, we have recast our revenue by market group for the years ended December 31, 2020 and 2019 to present them on a consistent basis with the current year. 106 2021 Form 10-K Table of Contents Blackbaud, Inc. Notes to Consolidated Financial Statements The following table presents our recurring revenue by type: Years ended December 31, (dollars in thousands) 2021 2020 2019 Contractual recurring $ 601,397 $ 591,272 $ 590,464 Transactional recurring 279,453 259,473 241,145 Total recurring revenue $ 880,850 $ 850,745 $ 831,609 18. Restructuring During 2017, in an effort to further our organizational objectives, including improved operating efficiency, customer outcomes and employee satisfaction, we initiated a multi-year plan to consolidate and relocate some of our existing offices to highly modern and more collaborative workspaces with short-term financial commitments. We substantially completed our facilities optimization restructuring plan as of December 2019. During the year ended December 31, 2019, we incurred $ 5.8 million in before-tax restructuring charges related to these activities. Such charges during the years ended December 31, 2021 and 2020 were insignificant. Restructuring costs incurred prior to our adoption of ASU 2016-02 Leases (Topic 842) ("ASU 2016-02") on January 1, 2019 consisted primarily of costs to terminate lease agreements, contractual lease payments, net of estimated sublease income, upon vacating space as part of the plan, as well as insignificant costs to relocate affected employees and write-off facilities-related fixed assets that we would no longer use. Upon adoption of ASU 2016-02 at January 1, 2019, we reduced our operating lease ROU assets recognized at transition by the carrying amounts of the restructuring liabilities for certain leased office spaces that we ceased using prior to December 31, 2018. Restructuring costs incurred during the year ended December 31, 2019 consisted primarily of operating lease ROU asset impairment costs and, to a lesser extent, lease payments for offices we had ceased using and write-offs of facilities-related fixed assets that we would no longer use. 19. Subsequent Events Shelf registration statement As a well-known seasoned issuer, we filed an automatic shelf registration statement for an undetermined amount of debt and equity securities with the SEC on January 14, 2022. Under this universal shelf registration statement we may offer, from time to time, debt securities, common stock, preferred stock, depositary shares, warrants, stock purchase contracts and stock purchase units. Subject to certain conditions, this registration statement will be effective through January 13, 2024. First amendment to 2020 Credit Facility On January 31, 2022, we entered into the First Amendment to Credit Agreement (the “ Amendment ”). The Amendment amends the 2020 Credit Facility to, among other things, (i) modify the definition of “Applicable Margin”, (ii) modify the net leverage ratio financial covenant to require a net leverage ratio of (A) 4.00 :1.00 or less for the fiscal quarter ended December 31, 2021 and for fiscal quarters ending thereafter through December 31, 2023 and (B) 3.75 :1.00 or less for the fiscal quarters ending March 31, 2024 and thereafter, (iii) reset the $ 250.0 fixed dollar basket with respect to the accordion feature and (iv) modify certain negative covenants to provide additional operational flexibility. 2021 Form 10-K 107 Table of Contents Blackbaud, Inc. Notes to Consolidated Financial Statements Under the Amended Credit Agreement, revolving loans and term loans (other than the $ 250.0 million 2021 Incremental Term Loan incurred in December 2021 (as defined above)) bear interest at a rate per annum equal to, at the option of the Company: (a) a base rate equal to the highest of (i) the Federal Funds Rate plus 0.50 %, (ii) the prime rate announced by Bank of America, N.A., and (iii) Eurocurrency Rate plus 1.00 % (the “Base Rate”), plus an applicable margin as specified in the Amendment (the “ Applicable Margin ”); or (b) Eurocurrency Rate plus the Applicable Margin. The Incremental Term Loan bear interest at a rate per annum equal to, at the option of the Company, the Base Rate, the Daily SOFR rate plus a SOFR adjustment rate as specified in the Amendment (the “ SOFR Adjustment ”) plus the Applicable Margin or the Term SOFR rate plus the SOFR Adjustment plus the Applicable Margin. The Applicable Margin shall be adjusted quarterly, varies based on our net leverage ratio and varies based on whether the loan is a Base Rate loan ( 0.375 % to 1.50 %), a Eurocurrency Rate loan ( 1.375 % to 2.50 %) or, solely in the case of the Incremental Term Loan, a SOFR Rate loan ( 1.375 % to 2.50 %). With respect to the Incremental Term Loan, the SOFR Adjustment varies based on the applicable interest period and equals 0.10 % for Daily SOFR loans and for Term SOFR loans with a one-month interest period, 0.15 % for Term SOFR loans with a three-month interest period and 0.25 % for Term SOFR loans with a six-month interest period. 108 2021 Form 10-K Table of Contents Blackbaud, Inc. ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE On October 11, 2021, we decided to dismiss PricewaterhouseCoopers LLP (“PwC”), as our independent registered public accounting firm, effective upon the completion of PwC’s audit of our consolidated financial statements for the fiscal year ended December 31, 2021 (the “2021 Audit”), which occurred on March 1, 2022. Also, on October 11, 2021, we decided to engage Ernst & Young LLP as our new independent registered public accountants for the fiscal year ending December 31, 2022, which became effective immediately following the completion by PwC of the 2021 Audit. The disclosure required under this Item 9 was previously reported on a Current Report on Form 8-K filed with the SEC on October 14, 2021.