What changed in this filing

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Item 2. Management’s Discussion and Analysis

2022-05-05 compared with 2021-11-04 · 261 added, 285 removed, 302 unchanged (64% of the section changed)

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our condensed consolidated financial statements and related notes included elsewhere in this Quarterly Report on Form 10-Q.

The following discussion and analysis presents financial information denominated in millions of dollars which can lead to differences from rounding when compared to similar information contained in the condensed consolidated financial statements and related notes which are primarily denominated in thousands of dollars.

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our unaudited, condensed consolidated financial statements and related notes included elsewhere in this Quarterly Report on Form 10-Q.

The following discussion and analysis presents financial information denominated in millions of dollars which can lead to differences from rounding when compared to similar information contained in the unaudited, condensed consolidated financial statements and related notes which are primarily denominated in thousands of dollars.

Executive Summary

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Serving the entire social good community—nonprofits, higher education institutions, K–12 schools, healthcare organizations, faith communities, arts and cultural organizations, foundations, companies and individual change agents—we connect and empower organizations to increase their impact through cloud software, services, expertise and data intelligence.

Our portfolio is tailored to the unique needs of vertical markets, with solutions for fundraising and CRM, marketing, advocacy, peer-to-peer fundraising, corporate social responsibility, school management, ticketing, grantmaking, financial management, payment processing and analytics.

Serving the industry for four decades, we are headquartered in Charleston, South Carolina, and have operations in the United States, Australia, Canada, Costa Rica and the United Kingdom.

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.

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 other transactional-type services;

(ii) providing payment and transactional services;

(iii) providing software maintenance and support services;

providing Impact-as-a-Service ™ digital educational content;

and (iv) providing professional services, including implementation, consulting, training, analytic and other services.

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The economic impact of COVID-19 on the social good industry remains somewhat uncertain, although we are seeing signs of recovery in the industry.

We believe the COVID-19 pandemic has accelerated the shift to a digital-first world.

The percentage of giving done online grew by approximately 40% in 2020 with roughly a quarter of that giving taking place on mobile device.

If our existing and prospective customers remain cautious in their purchase decisions, our operating environment may continue to be challenging for the remainder of 2021 and potentially beyond.

Our end markets continue to display resilience in the post-pandemic recovery with a digital-first mindset.

In February, the Blackbaud Institute released its annual Charitable Giving Report, which reported that overall giving in 2021 grew 9% with the percent of giving done online up significantly from pre-pandemic levels and holding steady in the low-teens.

Nearly 30% of those online donations are being made on a mobile device, which we see as a long-term positive as we equip organizations to process mobile donations and optimize mobile user interfaces.

If our existing and prospective customers remain cautious in their purchase decisions, our operating environment may continue to be challenging.

Notwithstanding these conditions, we remain focused on continuing to execute our four-point strategy and strengthening our leadership position.

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4 Focus on Employees, Culture and ESG Initiatives

Expand Total Addressable Market ("TAM")

We are now once again actively evaluating opportunities to further expand our addressable market through acquisitions and internal product development.

We have significant opportunities in front of us as we are less than 10% penetrated into a TAM of over $10 billion.

Acquisitions are an important element of our strategy going forward.

Third Quarter 2021 Form 10-Q

First Quarter 2022 Form 10-Q

Blackbaud, Inc.

Expand Total Addressable Market ("TAM")

In December 2021, we doubled our TAM when we acquired EVERFI, an industry leader in global social impact technology.

Adding EVERFI advances our position as a leader in the rapidly evolving ESG and CSR spaces and offers cross-selling and upselling opportunities through complementary product offerings with YourCause® solutions.

Our TAM now stands at over $20 billion, and we remain active in the evaluation of opportunities to further expand our addressable market through acquisitions and internal product development.

Lead with World Class Teams and Operations

This strategy expands upon our previous strategies to drive sales effectiveness and improve operating efficiency to include improving overall company performance as measured by the Rule of 40 (see discussion of Non-GAAP Financial Measures below).

We have a strong executive team that is delivering on our mission and executing on our strategy.

We have talent across our company, at every level, who are aligned with these goals as well.

In support of this strategy, during the second quarter of 2021, we merged our EMG and GMG to create one U.S.

Market Group to better align our resources toward customer retention and growth.

For more information, see Note 13 to our condensed consolidated financial statements in this report.

W e recently welcomed two accomplished leaders to our team as we look to drive future innovation and customer delight, a Chief Product Officer, to oversee our global product portfolio and a Chief Information Security Officer, to oversee our global trust and security program including all elements of cybersecurity.

Delight Customers with Innovative Cloud Solutions

2020 required unprecedented speed and scale to support our customers, and we were quick to reprioritize and expedite product enhancements to support our customers' changing needs as they needed to operate more digitally.

We have carried that momentum into 2021.

For example, we recently released an entirely new experience for Blackbaud Grantmaking which provides the relevant capabilities to users from their Blackbaud fundraising, fund management, and grant making solutions all in one interface.

It also delivers purpose-built automation capabilities and maximizes the value of relationships by giving our customers a holistic view of the relationships driving their grant making - highlighting connections between grantees, and the relationships between individuals and the organizations they are funding.

Another example is a recent release within Financial Edge NXT where we're transforming the entire accounts receivable experience.

This provides a modern experience and new streamlined workflows and controls in areas such as invoice creation, billing and receiving payments, as well as holistic relationship management across vendors, customers, and sponsors.

We are excited about the role Blackbaud is playing in developing innovative solutions for our customers to diversify the way they receive and process donations.

Recently, we announced a new product integration in the U.S.

between Blackbaud Merchant Services, our end-to-end payment processing solution, and PayPal allowing social good organizations to offer donors the option to checkout with PayPal or Venmo.

Through this integration, Blackbaud customers will have access to a broader audience of donors with PayPal's more than 400 million active consumer accounts enabling a more satisfying giving experience to expand impact.

We are also driving a differentiated giving experience through our partnership with Change, to provide Blackbaud's corporate customers an option to run charitable campaigns at point-of-sale like roundups after purchase, match customer donations and offer donation options in loyalty programs.

Change is a good example of the ecosystem we are building through our Social Good Startup Program.

Their platform is already making an impact in the mission-driven commerce space, including enabling a new frontier of giving with cryptocurrency.

We also recently held our Product Update Briefings, a semi-annual event designed to share new product features and roadmaps.

We provided updates on innovations in the pipeline for Raiser's Edge NXT, Financial Edge NXT, Grantmaking, Data Intelligence, Payment Services, Luminate Online and TeamRaiser, JustGiving, and SKY Developer, to name a few.

New this year, we hosted an executive summary session that briefly highlighted our most important product enhancements and strategies, which can be accessed along with all the sessions by visiting our corporate website.

Also, in just over a month, we are projecting our highest turnout ever at our developers' conference designed as a learning event that brings together all levels of developers and technology enthusiasts to share best practices, collaborate with Blackbaud product experts and build relationships with peers.

We continue to drive significant growth in our non-Blackbaud developer ecosystem consisting of customers, consultants, partners and individual change agents.

Focus on Employees, Culture and ESG Initiatives

During the first quarter of 2021, we elevated a specific strategy focused on employees, culture and ESG initiatives.

This is not new for us.

It is something that is in our DNA and is a big advantage as we look to attract and retain top talent.

This is evident in our 2020 social responsibility report, which was released in April 2021.

We are fully committed to continuing to create a diverse and inclusive environment at all levels of the organization.

Early in 2021, we established an ESG Steering Committee with our CEO as the executive sponsor, and our Board of Directors are also involved in this initiative.

Building on our culture of innovation, we launched a new ideation initiative called "Imagine Week," inviting employees across the globe to pitch their ideas directly to the executive leadership team.

Employees at every level and length of tenure in the company made proposals ranging from fundraising to customer service improvements.

These ideas are making their way into our go-forward plans.

In addition, we recently decided, effective December 1, 2021, to permanently close our fixed office locations (with the exception of our global headquarters facility in Charleston, South Carolina) to align our real estate footprint with our transition to a remote-first workforce.

We may enter into arrangements for smaller more flexible workspaces where necessary.

Third Quarter 2021 Form 10-Q

We recently announced that we achieved carbon neutrality for 2021.

This is a goal we have been striving towards and our shift to a remote-first workforce enabled us to accelerate our timeline.

Since 2019, Blackbaud has reduced its global real estate footprint by 50%, energy emissions to run office space by 63% and employee commute emissions by 75%.

With a multi-pronged climate strategy, Blackbaud is focused on reducing emissions, using energy efficiently and investing in environmental projects for a more sustainable future.

We will share more about our ESG strategy on our Corporate Social Responsibility website, which we expect to launch this quarter.

Our mission driven culture has been in our DNA since inception and is very attractive in a competitive labor market.

We continue to foster a diverse and inclusive environment focused on employee engagement and connectedness with our remote-first workforce strategy.

For example, of our most recent hires, nearly 67% have come from historically under-represented groups.

We have a significant role to play in driving advances in the social good space, and we are proud of the strong corporate culture we have built and continue to cultivate in today's environment.

First Quarter 2022 Form 10-Q

Blackbaud, Inc.

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YoY Growth (%) YoY Growth (%)

Total revenue increased by $16.2 million and $9.2 million during the three and nine months ended September 30, 2021, respectively, when compared to the same periods in 2020, driven largely by the following:

+ Growth in recurring revenue related to increases in transactional revenue from the continued shift toward virtual fundraising and online charitable giving and, to a lesser extent, early progress in initiatives to bring our pricing in line with the market;

also included in the increases in total revenue are increases related to fluctuations in foreign currency exchange rates of $1.9 million and $7.8 million, respectively

- Decreases in one-time consulting revenue due primarily to less implementation and customization services, in line with our multi-year strategic shift from a license-based and one-time services business model to a cloud subscription business model.

Total revenue increased by $37.9 million during the three months ended March 31, 2022, when compared to the same period in 2021, driven largely by the following:

+ Growth in recurring revenue primarily related to:

• an increase in contractual recurring revenue of $27.7 million related to the performance of our cloud solutions, $24.1 million of which was attributable to EVERFI;

partially offset by a decrease in maintenance revenue as customers migrate to our cloud solutions;

• an increase in transactional revenue of $10.2 million primarily due to an increase in online charitable giving, the continued shift toward virtual fundraising and, to a lesser extent, increased transactional volume as our customer's constituents have begun to return to in-person events.

+ Increase in one-time consulting revenue due primarily to our acquisition of EVERFI, largely offset by a decrease in implementation and customization services, in line with our multi-year strategic shift from a license-based and one-time services business model to a cloud subscription business model.

Our cloud subscription offerings generally require less implementation and customization services.

- Decreases in one-time analytics revenue as analytics are generally integrated in our cloud solutions

For additional information on the impact of foreign currency fluctuations on our financial results, see Foreign Currency Exchange Rates below on page 44.

Third Quarter 2021 Form 10-Q

- Decrease in one-time analytics revenue as analytics are generally integrated in our cloud solutions

First Quarter 2022 Form 10-Q

Blackbaud, Inc.

Income from operations increased by $1.8 million during the three months ended September 30, 2021, when compared to the same period in 2020, driven largely by the following:

Income from operations decreased by $12.6 million during the three months ended March 31, 2022, when compared to the same period in 2021, driven largely by the following:

+ Increase in total revenue, as described above

+ Decrease in restructuring and other real estate costs of $7.4 million due to our workforce strategy changes made in the third quarter of 2020

+ Decrease in rent expense of $2.3 million related to the purchase of our global headquarters facility during the third quarter of 2020 and our exit of certain other office leases globally during the second half of 2020 in-line with the changes to our workforce strategy at that time

- Increase in stock-based compensation expense of $8.1 million primarily due to:

• Certain changes to our compensation program that are expected to cause stock-based compensation expense to remain higher than historical levels, including

◦ decrease in the vesting period for our annual long-term incentive time-based equity awards from 4 years (1/4 per year) to 3 years (1/3 per year), beginning in February 2021;

◦ replacement of cash sign-on and retention bonuses with time-based equity awards.

• Increases in the grant date fair values of our annual equity awards granted to employees;

• Overall year-to-date Company performance against 2021 goals.

- Increase in transaction-based costs of $5.5 million related to payment services integrated in our cloud solutions

- Increase in third-party contractor costs of $4.1 million as we continue to migrate our cloud infrastructure to leading public cloud service providers and invest in security

- Increase in compensation costs other than stock-based compensation of $3.9 million primarily due to base salary merit increases in July 2021 and the return of our 401(k)-match program effective January 1, 2021

- Increase in marketing costs of $1.3 million primarily due to incremental spending on advertising campaigns and, to a lesser extent, investments in digital marketing

Third Quarter 2021 Form 10-Q

Blackbaud, Inc.

Income from operations decreased by $6.6 million during the nine months ended September 30, 2021, when compared to the same period in 2020, driven largely by the following:

- Increase in stock-based compensation expense of $34.9 million, respectively, due to:

• Certain changes to our compensation program that are expected to cause stock-based compensation expense to remain higher than historical levels, including

◦ replacement of our annual cash bonus plans with a short-term performance-based equity award plan

◦ decrease in the vesting period for our annual long-term incentive time-based equity awards from 4 years (1/4 per year) to 3 years (1/3 per year), beginning in February 2021;

◦ replacement of cash sign-on and retention bonuses with time-based equity awards.

• Increases in the grant date fair values of our annual equity awards granted to employees;

• Overall Company performance against 2020 and year-to-date Company performance against 2021 goals.

+ Decrease in stock-based compensation expense of $2.1 million attributable to a change in the timing of our annual short-term incentive ("STI") equity award grants from the second quarter during 2020 to the first quarter beginning in 2021, which resulted in double-expense for STI awards during the first quarter of 2021

- Increase in compensation costs other than stock-based compensation of $23.7 million primarily due to increased employee headcount due to our acquisition of EVERFI

- Increases in third-party contractor and hosting costs of $7.8 million and $2.7 million, respectively, primarily attributable to our acquisition of EVERFI and, to a lesser extent, our continued migration of our cloud infrastructure to leading public cloud service providers and investments in security

- Increase in Security Incident-related expenses, net of insurance, of $7.2 million.

See "Security Incident update" below.

- Increase in transaction-based costs of $5.1 million related to payment services integrated in our cloud solutions

- Increase in marketing costs of $2.7 million primarily due to investments in digital marketing and, to a lesser extent, incremental spending on advertising campaigns

- Increases in third-party contractor and hosting costs of $2.5 million and $2.1 million, respectively, as we continue to migrate our cloud infrastructure to leading public cloud service providers and invest in security

- Increase in corporate costs of $1.8 million primarily related to increases in third-party consulting fees and insurance costs, partially offset by a decrease in bad debt expense

+ Increase in total revenue, as described above

+ Decrease in compensation costs other than stock-based compensation of $9.2 million primarily due to a decrease in headcount, partially offset by base salary merit increases in July 2021 and the return of our 401(k)-match program effective January 1, 2021

+ Decrease in rent expense of $7.7 million related to the purchase of our global headquarters facility during the third quarter of 2020 and our exit of certain other office leases globally during the second half of 2020 in-line with the changes to our workforce strategy at that time

+ Decrease in real estate activity costs of $7.4 million due to our workforce strategy changes made in the third quarter of 2020

+ Decrease in amortization of intangible assets from business combinations of $3.8 million

+ Decrease in travel costs of $3.5 million due to our restriction on non-essential employee travel in response to the COVID-19 pandemic

+ Decrease in employee severance of $3.1 million, related to a modest and targeted headcount reduction during the three months ended June 30, 2020, in response to the COVID-19 pandemic

- Increase in amortization of intangible assets from business combinations of $3.6 million due to our acquisition of EVERFI

- Increase in marketing costs of $2.1 million primarily due to our acquisition of EVERFI

- Increase in corporate IT costs of $1.2 million primarily related to our acquisition of EVERFI and investments in security tools

We are continuing to make critical investments in the business in areas such as digital marketing, engineering, security, customer success and our continued shift of cloud infrastructure to leading public cloud service providers.

While we are making good progress, some of these investments are likely to push into early 2022, particularly in areas where we are increasing headcount.

Third Quarter 2021 Form 10-Q

Blackbaud, Inc.

Our profitability through the first quarter reflects the addition of EVERFI and some of these incremental investments that were pushed from 2021 into 2022, particularly in areas where we are increasing headcount.

Customer retention

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Due primarily to these factors, we believe a recurring revenue customer retention measure that combines recurring subscription, maintenance and service customer contracts provides a better representation of our customers' overall behavior.

For the twelve months ended September 30, 2021, approximately 93% of our customers with recurring revenue contracts were retained.

This customer retention rate is materially unchanged from our rate for the full year ended December 31, 2020.

For the twelve months ended March 31, 2022, approximately 92% of our customers with recurring revenue contracts were retained.

This customer retention rate is materially unchanged from our rate for the full year ended December 31, 2021 and reflects our efforts to rationalize our portfolio of solutions and migrate customers from legacy solutions towards our next generation solutions.

First Quarter 2022 Form 10-Q

Blackbaud, Inc.

Balance sheet and cash flow

At September 30, 2021, our cash and cash equivalents were $27.6 million and the carrying amount of our debt under the 2020 Credit Facility was $465.9 million.

At March 31, 2022, our cash and cash equivalents were $33.8 million and the carrying amount of our debt under the 2020 Credit Facility was $922.0 million.

Our net leverage ratio was 3.57 to 1.00.

During the nine months ended September 30, 2021, we generated $169.8 million in cash from operations, had a net decrease in borrowings of $3.0 million, returned $98.4 million to stockholders by way of share repurchases and had aggregate cash outlays of $38.0 million for purchases of property and equipment and capitalized software development costs.

During the three months ended March 31, 2022, we generated $24.5 million in cash from operations, had a net increase in borrowings of $25.6 million and had aggregate cash outlays of $16.9 million for purchases of property and equipment and capitalized software development costs.

Security Incident update

As discussed in Note 9 to our unaudited, condensed consolidated financial statements included in this report, we believe that total costs related to the Security Incident will exceed the limits of our insurance coverage during the fourth quarter of 2021 .

Accordingly, we expect that the Security Incident could negatively impact our GAAP profitability and cash flow during the fourth quarter of 2021 and will negatively impact our GAAP profitability and cash flow for the foreseeable future.

As we are currently unable to estimate the approximate amount or range of any such excess , we are unable to determine the effect the Security Incident will have on our results of operations, cash flows, or financial condition.

Recent development - workforce strategy actions

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 December 1, 2021.

This change was intended to align our real estate footprint with our transition to a remote-first workforce.

We may enter into arrangements for smaller more flexible workspaces where necessary.

We currently expect to incur between $13.0 million and $14.0 million of pre-tax costs related to these actions during the fourth quarter of 2021.

We expect that the costs associated with these actions will be largely noncash impairment charges, primarily for operating lease ROU assets in the office locations we have determined to exit.

These actions are expected to result in future annual before-tax expense savings of between approximately $3.0 mill ion and $5.0 million beginning in 2022.

Third Quarter 2021 Form 10-Q

Blackbaud, Inc.

As discussed in Note 10 to our unaudited, condensed consolidated financial statements included in this report, t otal costs related to the Security Incident that we expect will be recoverable exceeded the limit of our insurance coverage during the first quarter of 2022 .

Accordingly, we expect that the Security Incident will continue to negatively impact our GAAP profitability and GAAP cash flow for the foreseeable future (see discussion regarding our non-GAAP financial measures beginning on page 32 ).

For full year 2022, we currently expect net cash outlays of approximately $25 million to $35 million for ongoing legal fees related to the Security Incident.

In line with our policy, legal fees, are expensed as incurred.

We have not recorded a liability for a loss contingency related to the Security Incident as of March 31, 2022 because we are unable at this time to reasonably estimate the possible loss or range of loss.

Results of Operations

Comparison of the three and nine months ended September 30, 2021 and 2020

Comparison of the three months ended March 31, 2022 and 2021

We have included the results of operations of EVERFI in our consolidated results of operations from the date of acquisition.

We determined that the EVERFI acquisition was not material to our consolidated financial statements;

therefore, separate presentation of revenue and earnings since the acquisition date is not required.

Revenue and Cost of Revenue

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YoY Growth (%) YoY Growth (%)

Recurring revenue is comprised of fees for the use of our subscription-based software solutions, which includes providing access to cloud solutions, hosting services, online training programs, subscription-based analytic services, such as donor acquisitions and data enrichment, and payment services.

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.

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.

First Quarter 2022 Form 10-Q

Blackbaud, Inc.

Cost of recurring revenue is primarily comprised of compensation costs for customer support and production IT personnel, hosting and data center costs, third-party contractor expenses, third-party royalty and data expenses, allocated depreciation, facilities and IT support costs, amortization of intangible assets from business combinations, amortization of software development costs, transaction-based costs related to payments services including remittances of amounts due to third-parties and other costs incurred in providing support and recurring services to our customers.

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We intend to continue focusing on innovation, quality and integration of our cloud solutions, which we believe will drive future revenue growth.

Third Quarter 2021 Form 10-Q

Blackbaud, Inc.

Recurring revenue increased by $18.4 million, or 9.2%, and $21.0 million, or 3.4%, during the three and nine months ended September 30, 2021, when compared to the same periods in 2020, driven primarily by the following:

+ Increases in transactional revenue of $15.3 million and $15.9 million, respectively, primarily due to the continued shift toward virtual fundraising and online charitable giving;

also included in the increases in transactional revenue are increases related to fluctuations in foreign currency exchange rates of $1.2 million and $4.2 million, respectively

+ Increases in contractual recurring revenue of $3.1 million and $5.1 million, respectively, related to the performance of our cloud solutions, partially offset by a decrease in maintenance revenue as customers migrate to our cloud solutions;

also included in the increases in contractual recurring revenue are increases related to fluctuations in foreign currency exchange rates of $0.7 million and $3.6 million, respectively

For additional information on the impact of foreign currency fluctuations on our financial results, see Foreign Currency Exchange Rates below on page 44.

Cost of recurring revenue increased by $11.6 million, or 13.7%, and $14.0 million, or 5.3%, during the three and nine months ended September 30, 2021, respectively, when compared to the same periods in 2020, driven primarily by the following:

+ Increases in transaction-based costs of $5.5 million and $7.2 million, respectively, related to payment services integrated in our cloud solutions

+ Increases in compensation costs of $3.4 million and $7.6 million, respectively, primarily related to stock-based compensation due to the factors discussed above on page 26 and a shift in resources historically supporting one-time services and other towards recurring revenue

+ Increases in third-party contractor and hosting costs of $3.2 million and $4.7 million, respectively, as we continue to migrate our cloud infrastructure to leading public cloud service providers and make investments in security

- Decrease in amortization of intangible assets from business combinations of $2.0 million during the nine months ended September 30, 2021

- Decrease in amortization of software development costs of $1.7 million, during the nine months ended September 30, 2021 due to an impairment charge in Q2 2020 which did not recur in 2021

- Decrease in rent expense of $0.8 million, during the nine months ended September 30, 2021, largely due to a decrease in leased hardware, including servers, network gear and storage

Recurring gross margin decreased by 1.7% and 0.8% for the three and nine months ended September 30, 2021, respectively, when compared to the same periods in 2020, primarily due to the increases in cost of recurring revenue outpacing the increases in recurring revenue.

Third Quarter 2021 Form 10-Q

Recurring revenue increased by $37.9 million, or 18.3%, during the three months ended March 31, 2022, when compared to the same period in 2021, driven primarily by the following:

+ Increase in contractual recurring revenue of $27.7 million related to the performance of our cloud solutions, $24.1 million of which was attributable to EVERFI;

partially offset by a decrease in maintenance revenue as customers migrate to our cloud solutions

+ Increase in transactional revenue of $10.2 million primarily due to an increase in online charitable giving, the continued shift toward virtual fundraising and, to a lesser extent, increased transactional volume as our customer's constituents have begun to return to in-person events.

Cost of recurring revenue increased by $23.3 million, or 26.2%, during the three months ended March 31, 2022, when compared to the same period in 2021, driven primarily by the following:

+ Increase in compensation costs of $7.6 million primarily related to an increase in headcount due to our acquisition of EVERFI, and a continued shift in resources historically supporting one-time services and other towards recurring revenue

+ Increase in transaction-based costs of $5.1 million related to payment services integrated in our cloud solutions

+ Increase in amortization of intangible assets from business combinations of $3.5 million due to our acquisition of EVERFI

+ Increase in third-party contractor and hosting costs of $3.9 million as we continue to migrate our cloud infrastructure to leading public cloud service providers and make investments in security

+ Increase in overhead allocations of $1.6 million related to the increased headcount discussed above

+ Increase in amortization of software development costs of $1.1 million

Recurring gross margin decreased by 2.9% for the three months ended March 31, 2022, when compared to the same period in 2021, primarily due to the increase in cost of recurring revenue outpacing the increase in recurring revenue.

First Quarter 2022 Form 10-Q

Blackbaud, Inc.

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YoY Growth (%) YoY Growth (%)

One-time services and other revenue is 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, revenue from the sale of our software sold under perpetual license arrangements, fees from user conferences and third-party software referral fees.

Cost of one-time services and other is primarily comprised of compensation costs for professional services and onsite training personnel, other costs incurred in providing onsite customer training, third-party contractor expenses, data expense incurred to perform one-time analytic services, third-party software royalties, costs of user conferences, allocated depreciation, facilities and IT support costs and amortization of intangible assets from business combinations.

One-time services and other revenue decreased by $2.2 million, or 14.8%, and $11.8 million, or 23.9%, during the three and nine months ended September 30, 2021, respectively, when compared to the same periods in 2020, driven primarily by the following:

- Decreases in one-time consulting revenue of $1.4 million and $8.5 million, respectively, due primarily to less implementation and customization services, in line with our multi-year strategic shift from a license-based and one-time services business model to a cloud subscription business model.

Cost of one-time services and other is primarily comprised of compensation costs for professional services and onsite training personnel, other costs incurred in providing onsite customer training, third-party contractor expenses, data expense incurred to perform one-time analytic services, third-party software royalties, allocated depreciation, facilities and IT support costs and amortization of intangible assets from business combinations.

One-time services and other revenue during the three months ended March 31, 2022 remained relatively consistent with the same period in 2021, and included the following activity:

+ Increase in one-time consulting revenue of $1.0 million primarily attributable to EVERFI, largely offset by less revenue from implementation and customization services, in line with our multi-year strategic shift from a license-based and one-time services business model to a cloud subscription business model.

Our cloud subscription offerings generally require less implementation and customization services.

- Decreases in one-time analytics revenue of $1.2 million and $3.0 million, respectively, as analytics are generally integrated in our cloud solutions

Cost of one-time services and other decreased by $2.6 million, or 17.8%, during the three months ended September 30, 2021, when compared to the same period in 2020, driven primarily by the following:

- Decrease in amortization of intangible assets from business combinations of $1.1 million

- Decrease in compensation costs of $1.0 million largely due to a decrease in headcount, as well as a shift in resources historically supporting one-time services and other towards recurring revenue

Third Quarter 2021 Form 10-Q

- Decrease in one-time analytics revenue of $0.8 million as analytics are generally integrated in our cloud solutions

Cost of one-time services and other decreased by $3.3 million, or 22.9%, during the three months ended March 31, 2022, when compared to the same period in 2021, driven primarily by the following:

- Decrease in compensation costs of $2.7 million largely due to a continued shift in resources historically supporting one-time services and other towards recurring revenue

One-time services and other gross margin increased by 26.9% during the three months ended March 31, 2022, when compared to the same period in 2021, primarily due to the significant reductions in compensation costs discussed above.

First Quarter 2022 Form 10-Q

Blackbaud, Inc.

Cost of one-time services and other decreased by $3.3 million, or 7.6%, during the nine months ended September 30, 2021, when compared to the same period in 2020, driven primarily by the following:

- Decrease in amortization intangible assets from business combinations of $1.3 million

- Decrease in third-party contractor costs of $1.2 million, primarily due to a decrease in partners delivering services

- Decrease in compensation costs other than stock-based compensation of $0.7 million largely due to a decrease in headcount, as well as a shift in resources historically supporting one-time services and other towards recurring revenue

- Decrease in allocated costs of $1.4 million primarily related to a decrease in rent expense, as discussed below in General and Administrative

+ Increase in stock-based compensation costs of $2.1 million due to the factors discussed above on page 23

One-time services and other gross margin increased by 3.4% during the three months ended September 30, 2021, when compared to the same period in 2020, primarily due to the decrease in cost of one-time services and other outpacing the decrease in one-time services and other revenue.

One-time services and other gross margin decreased by 18.8% during the nine months ended September 30, 2021, when compared to the same period in 2020, primarily due to the significant reductions in one-time consulting and analytics revenue discussed above.

Operating Expenses

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Sales, marketing and customer success expense includes compensation costs, variable sales commissions, travel-related expenses, advertising and marketing materials, public relations costs, variable reseller commissions and allocated depreciation, facilities and IT support costs.

Third Quarter 2021 Form 10-Q

Blackbaud, Inc.

We see a large market opportunity in the long-term and will continue to make investments to drive sales effectiveness.

We have also implemented software tools to enhance our digital footprint and drive lead generation.

In response to the COVID-19 pandemic, we implemented a modest and targeted headcount reduction during the second quarter of 2020, including a reduction in our sales headcount with a focus on retaining our most highly productive sales executives.

The enhancements we are making in our go-to-market approach are expected to significantly reduce our average customer acquisition cost as well as the related payback period while increasing sales velocity.

As a result, we do not expect our sales, marketing and customer success expense to return to pre-pandemic levels.

Sales, marketing and customer success expense decreased by $3.8 million, or 7.8%, and $20.2 million, or 12.7%, during the three and nine months ended September 30, 2021, respectively, when compared to the same periods in 2020, primarily driven by the following:

- Decreases in compensation costs other than stock-based compensation of $3.9 million and $17.9 million, respectively, primarily due to the targeted reduction in sales headcount during the second quarter of 2020, discussed above

- Decreases in allocated costs of $1.5 million and $5.8 million, respectively, primarily related to a decrease in rent expense and the impact of the targeted reduction in sales headcount during the second quarter of 2020, as discussed above

- Decrease in travel costs of $2.0 million, during the nine months ended September 30, 2021, due to our restriction on non-essential employee travel in response to the COVID-19 pandemic, which went into effect during March 2020

- Decrease in commissions expense of $1.4 million, during the nine months ended September 30, 2021, related to a decrease in overall commissionable bookings during 2020 due to the COVID-19 pandemic and a decrease in commissionable one-time services and other bookings during 2021

+ Increases in advertising costs of $1.3 million and $2.7 million, respectively, primarily due to incremental spending on advertising campaigns and investments in digital marketing

+ Increases in stock-based compensation costs of $0.9 million and $5.0 million, respectively, due to the factors discussed beginning on page 25

Sales, marketing and customer success expense increased by $6.4 million, or 13.2%, during the three months ended March 31, 2022, when compared to the same period in 2021, primarily driven by the following:

+ Increase in compensation costs of $3.7 million primarily related to increased employee headcount due to our acquisition of EVERFI

+ Increase in advertising costs of $2.1 million primarily due to our acquisition of EVERFI

Research and development

Research and development expense includes compensation costs for engineering and product management personnel, third-party contractor expenses, software development tools and other expenses related to developing new solutions or upgrading and enhancing existing solutions that do not qualify for capitalization, and allocated depreciation, facilities and IT support costs.

We continue to make investments to delight our customers with innovative cloud solutions, which is a component of our four-point strategy.

We increased engineering hiring beginning in the fourth quarter of 2020.

Research and development expenses increased by $8.8 million or 38.6%, and $18.3 million or 25.2%, during the three and nine months ended September 30, 2021, respectively, when compared to the same periods in 2020, primarily driven by the following:

+ Increases in compensation costs of $6.1 million and $14.2 million, respectively, primarily related to stock-based compensation due to the factors discussed above on page 26

+ Increases in third-party contractor costs of $1.6 million and $2.1 million, respectively, as we continue to migrate our cloud infrastructure to leading public cloud service providers and make investments in security

+ Decrease in software development costs of $2.5 million, during the nine months ended September 30, 2021, that were required to be capitalized under the internal-use software guidance

Not included in research and development expense for the three months ended September 30, 2021 and 2020 were $9.7 million and $10.2 million, respectively, and for the nine months ended September 30, 2021 and 2020 were $29.2 million and $31.6 million, respectively, of 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, as well as development costs associated with acquired companies.

Qualifying capitalized software development costs associated with our cloud solutions are subsequently amortized to cost of subscriptions revenue over the related asset's estimated

Third Quarter 2021 Form 10-Q

We continue to make investments to delight our customers with innovative cloud solutions.

Research and development expenses increased by $10.8 million or 36.9%, during the three months ended March 31, 2022, when compared to the same period in 2021, primarily driven by the following:

+ Increase in compensation costs of $8.4 million primarily related to increased employee headcount due to our acquisition of EVERFI, and to a lesser extent, our increased hiring of engineers

+ Increase in third-party contractor costs of $5.5 million, primarily due to our acquisition of EVERFI and, to a lesser extent, an increase in our use of third-party software developers

+ Increase in overhead allocation costs of $1.0 million primarily related to increased headcount discussed above

- Increase in development costs of $4.7 million that were required to be capitalized under GAAP, of which $3.5 million was attributable to EVERFI software and content

Not included in research and development expense for the three months ended March 31, 2022 and 2021 were $13.8 million and $9.1 million, respectively, of qualifying costs associated with software and content development activities

First Quarter 2022 Form 10-Q

Blackbaud, Inc.

useful life, which generally range from three to seven years.

We expect that the amount of software development costs capitalized will be relatively consistent in the near-term as we continue making investments in innovation, quality and the integration of our solutions, which we believe will drive long-term revenue growth.

that are required to be capitalized under GAAP, such as those for our cloud solutions, as well as development costs associated with acquired companies.

Qualifying capitalized development costs associated with our cloud solutions are subsequently amortized to cost of subscriptions revenue over the related assets' estimated useful life, which generally range from three to seven years.

General and administrative

General and administrative expense consists primarily of compensation costs for general corporate functions, including senior management, finance, accounting, legal, human resources and corporate development, third-party professional fees, insurance, allocated depreciation, facilities and IT support costs, acquisition-related expenses and other administrative expenses.

General and administrative expense increased by $0.6 million, or 1.8%, and $7.5 million, or 8.3%, during the three and nine months ended September 30, 2021, respectively, when compared to the same periods in 2020, primarily driven by the following:

+ Increases in stock-based compensation costs of $4.6 million and $13.7 million, respectively, due to the factors discussed above on page 25

+ Increases in compensation expense, excluding stock-based compensation costs, of $1.9 million and $1.8 million, respectively, due to base salary merit increases on July 2021, as well as an increase in headcount

+ Increases in corporate costs of $1.6 million and $2.0 million, respectively, primarily related to increases in third-party consulting fees and insurance costs, partially offset by decreases in bad debt expense

- Decreases in real estate activity costs of $6.6 million and $7.4 million, respectively, due to our workforce strategy changes made in the third quarter of 2020

- Decreases in rent expense, net of allocated costs, of $1.0 million and $1.9 million, respectively, primarily related to the purchase of our global headquarters facility during the third quarter of 2020 and our exit of certain other office leases globally during the second half of 2020 in-line with changes to our workforce strategy at that time

- Decrease in third-party contractor costs of $1.1 million during the nine months ended September 30, 2021

General and administrative expense increased by $13.2 million, or 43.1%, during the three months ended March 31, 2022, when compared to the same period in 2021, primarily driven by the following:

+ Increase in Security Incident-related expenses, net of insurance, of $7.2 million, consisting primarily of legal fees, as t otal costs related to the Security Incident that we expect will be recoverable exceeded the limit of our insurance coverage during the first quarter of 2022.

+ Increase in compensation costs of $4.6 million primarily related to increased employee headcount due to our acquisition of EVERFI

+ Increase in third-party contractor costs of $1.2 million

+ Increase in acquisition-related expenses and integration costs of $1.0 million due to our acquisition of EVERFI

- Increase in allocated corporate IT costs of $1.8 million primarily related to investments in security tools.

Depreciation, facilities and IT support costs are pooled and recorded to general and administrative expense and allocated to other lines of our statements of comprehensive income based on headcount.

First Quarter 2022 Form 10-Q

Blackbaud, Inc.

Interest Expense

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Percentages indicate expenses as a percentage of total revenue

Interest expense in dollars and as a percentage of total revenue during the three months ended September 30, 2021 was relatively in line with the same period in 2020.

The increase in interest expense in dollars and as a percentage of total revenue during the nine months ended September 30, 2021, when compared to the same periods in 2020, was primarily due to the Real Estate Loans assumed for the purchase of our global headquarters facility in August 2020 and the deferred financing costs and debt discount associated with the 2020 Credit Facility, which was entered into in October 2020.

Third Quarter 2021 Form 10-Q

Blackbaud, Inc.

The increase in interest expense in dollars and as a percentage of total revenue during the three months ended March 31, 2022, when compared to the same period in 2021, was primarily due to the new borrowings used to finance our acquisition of EVERFI.

We currently expect interest expense for the full year 2022 to be approximately $30 million to $33 million although our interest expense in connection with the variable rate portion of our outstanding debt could increase in a rising interest rate environment.

See Note 9 to our condensed consolidated financial statements in this report for more information regarding our derivative instruments, which we use to manage our variable interest rate risk.

Deferred Revenue

The table below compares the components of deferred revenue from our consolidated balance sheets:

(dollars in millions) Timing of recognition September 30,

(dollars in millions) March 31,

2022 December 31,

Recurring Over the period billed in advance,

generally one year $ 314.5 $ 303.8 3.5 %

One-time services and other As services are delivered 19.5 13.1 49.0 %

Total deferred revenue (1)

Deferred revenue (1)

$ 355.7 $ 378.7 (6.1) %

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$ 351.0 $ 374.5 (6.3) %

(1) The individual amounts for each year may not sum to total deferred revenue or current portion of deferred revenue due to rounding.

(1) The individual amounts for each year may not sum to deferred revenue or current portion of deferred revenue due to rounding.

To the extent that our customers are billed for our solutions and services in advance of delivery, we record such amounts in deferred revenue.

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We have been for several years successfully shifting our legacy customer base away from annual renewals and moving them onto multi-year renewal contracts.

We generally invoice our customers with recurring revenue contracts in annual cycles 30 days prior to the end each one-year period.

Deferred revenue from recurring revenue contracts increased during the nine months ended September 30, 2021, primarily due a seasonal increase in customer contract renewals and, to a lesser extent, early progress in initiatives to bring our pricing in line with the market.

We generally invoice our customers with recurring revenue contracts in annual cycles 30 days prior to the end of each one-year period.

The decrease in deferred revenue during the three months ended March 31, 2022 was primarily due to a seasonal decrease in customer contract renewals.

Historically, due to the timing of customer budget cycles, we have an increase in customer contract renewals at or near the beginning of our third quarter.

Deferred revenue from one-time services and other increased during the nine months ended September 30, 2021, primarily due to a seasonal increase in one-time service billings during the second and third quarters.

Income tax provision ($M)

Percentages indicate effective income tax rates

The increase in our effective income tax rate for the three months ended September 30, 2021, when compared to the same period in 2020, was primarily attributable to higher 2021 non-deductible stock-based compensation and reduced state tax credits.

Furthermore, the 2020 effective tax rate was positively impacted by a favorable return to provision adjustment offset against tax expense attributable to a corporate income tax rate increase enacted during the period.

The increase in our effective income tax rate for the nine months ended September 30, 2021 when compared to the same period in 2020, was primarily attributable to the impact of non-deductible expenses against lower pre-tax income.

Third Quarter 2021 Form 10-Q

Generally, our lowest balance of deferred revenue during the year is at the end of our first quarter.

First Quarter 2022 Form 10-Q

Blackbaud, Inc.

Income tax (benefit) provision ($M)

Percentages indicate effective income tax rates

For the three months ended March 31, 2022, we have utilized the discrete effective tax rate method, as allowed by ASC 740-270-30-18, Income Taxes—Interim Reporting , to calculate its interim income tax provision.

The discrete method is applied when the application of the estimated annual effective tax rate is impractical because it is not possible to reliably estimate the annual effective tax rate.

The discrete method treats the year-to-date period as if it was the annual period and determines the income tax expense or benefit on that basis.

We believe that, at this time, the use of this discrete method is more appropriate than the annual effective tax rate method as our as our full-year forecasted pre-tax income, relative to our forecasted permanent differences, has the potential to distort our estimated annual effective tax rate.

The decrease in our effective income tax rate for the three months ended March 31, 2022 when compared to the same period in 2021 was primarily attributable to the impact of stock based compensation.

The 2022 effective tax rate was negatively impacted by increased tax expense attributable to stock based compensation against pre-tax loss for the period.

Non-GAAP Financial Measures

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We believe that these non-GAAP financial measures reflect our ongoing business in a manner that allows for meaningful period-to-period comparisons and analysis of trends in our business.

Third Quarter 2021 Form 10-Q

First Quarter 2022 Form 10-Q

Blackbaud, Inc.

Three months ended

September 30,

Nine months ended

September 30,

(dollars in millions, except per share amounts) 2022

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Amortization of intangibles from business combinations 12.5 9.1 36.8 %

Employee severance — — 100.0 % — 0.8 (96.4) %

16.6 14.5 14.9 %

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Non-GAAP gross margin 58.5 % 59.4 %

GAAP income from operations $ 11.8 $ 10.1 17.4 % $ 31.5 $ 38.1 (17.2) %

GAAP (loss) income from operations $ (6.0) $ 6.6 (190.0) %

GAAP operating margin (2.3) % 3.0 %

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Non-GAAP operating margin 16.9 % 21.5 %

GAAP income before provision for income taxes $ 8.7 $ 6.6 31.3 % $ 17.7 $ 28.3 (37.4) %

GAAP net income $ 6.2 $ 4.9 26.9 % $ 12.8 $ 21.3 (40.2) %

Shares used in computing GAAP diluted earnings per share 48,274,072 48,859,707 (1.2) % 48,259,956 48,582,068 (0.7) %

GAAP diluted earnings per share $ 0.13 $ 0.10 30.0 % $ 0.26 $ 0.44 (40.9) %

GAAP (loss) income before provision for income taxes $ (12.5) $ 0.5 (2,495.6) %

GAAP net loss $ (10.4) $ (0.2) 6,245.7 %

Shares used in computing GAAP diluted (loss) earnings per share 51,199,717 47,363,197 8.1 %

GAAP diluted (loss) earnings per share $ (0.20) $ — 100.0 %

Non-GAAP adjustments:

GAAP income tax provision 2.5 1.8 43.3 % 4.9 6.9 (28.8) %

GAAP income tax (benefit) provision (2.1) 0.7 (399.7) %

Total non-GAAP adjustments affecting income from operations 49.4 40.5 21.9 %

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(1) The individual amounts for each year may not sum to non-GAAP gross profit, subtotal, non-GAAP income from operations or non-GAAP net income due to rounding.

(2) Includes Security Incident-related costs incurred during the three and nine months ended September 30, 2021 of $11.4 million and $35.9 million, respectively, net of probable insurance recoveries during the same periods of $10.6 million and $34.5 million, respectively.

(2) Includes Security Incident-related costs incurred during the three months ended March 31, 2022 of $9.0 million, net of probable insurance recoveries during the same period of $1.8 million.

Recorded expenses consisted primarily of payments to third-party service providers and consultants, including legal fees, as well as settlements of customer claims.

Not included in this adjustment were costs associated with enhancements to our cybersecurity program.

For full year 2022, we currently expect net cash outlays of approximately $25 million to $35 million for ongoing legal fees related to the Security Incident.

In line with our policy, legal fees, are expensed as incurred.

(3) We apply a non-GAAP effective tax rate of 20.0% when calculating non-GAAP net income and non-GAAP diluted earnings per share.

Third Quarter 2021 Form 10-Q

First Quarter 2022 Form 10-Q

Blackbaud, Inc.

Non-GAAP organic revenue growth

In addition, we discuss non-GAAP organic revenue growth, non-GAAP organic revenue growth on a constant currency basis and non-GAAP organic recurring revenue growth, in analyzing our operating performance.

In addition, we use non-GAAP organic revenue growth, non-GAAP organic revenue growth on a constant currency basis and non-GAAP organic recurring revenue growth, in analyzing our operating performance.

We believe that these non-GAAP measures are useful to investors, as a supplement to GAAP measures, for evaluating the periodic growth of our business on a consistent basis.

Each of these measures of non-GAAP organic revenue growth excludes incremental acquisition-related revenue attributable to companies acquired in the current fiscal year.

For companies, if any, acquired in the immediately preceding fiscal year, each of these non-GAAP organic revenue growth measures reflects presentation of full year incremental non-GAAP revenue derived from such companies as if they were combined throughout the prior period, and they include the non-GAAP revenue attributable to those companies, as if there were no acquisition-related write-downs of acquired deferred revenue to fair value as required by GAAP.

In addition, each of these non-GAAP organic revenue growth measures excludes prior period revenue associated with divested businesses.

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(dollars in millions) Three months ended

September 30,

Nine months ended

September 30,

GAAP revenue $ 257.1 $ 219.2

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Foreign currency impact on Non-GAAP organic revenue (3)

(2.0) — (8.4) —

Non-GAAP organic revenue on constant currency basis (3)

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(1) Non-GAAP acquisition-related revenue excludes incremental acquisition-related revenue calculated in accordance with GAAP that is attributable to companies acquired in the current fiscal year.

For companies, if any, acquired in the immediately preceding fiscal year, non-GAAP acquisition-related revenue reflects presentation of full-year incremental non-GAAP revenue derived from such companies, as if they were combined throughout the prior period, and it includes the non-GAAP revenue from the acquisition-related deferred revenue write-down attributable to those companies.

For companies acquired in the immediately preceding fiscal year, non-GAAP acquisition-related revenue reflects presentation of full-year incremental non-GAAP revenue derived from such companies, as if they were combined throughout the prior period.

(2) Non-GAAP organic revenue for the prior year periods presented herein will not agree to non-GAAP organic revenue presented in the respective prior period quarterly financial information solely due to the manner in which non-GAAP organic revenue growth is calculated.

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The primary foreign currencies creating the impact are the Australian Dollar, British Pound, Canadian Dollar and EURO.

Third Quarter 2021 Form 10-Q

First Quarter 2022 Form 10-Q

Blackbaud, Inc.

5 unchanged sentences

amortization of software development costs;

acquisition-related deferred revenue write-down;

stock-based compensation;

5 unchanged sentences

Three months ended

September 30,

Nine months ended

September 30,

(dollars in millions) 2022

GAAP net income $ 6.2 $ 4.9 26.9 % $ 12.8 $ 21.3 (40.2) %

GAAP net loss $ (10.4) $ (0.2) 6,245.7 %

Non-GAAP adjustments:

Interest, net 7.5 5.0 50.7 %

GAAP income tax provision 2.5 1.8 43.3 % 4.9 6.9 (28.8) %

GAAP income tax (benefit) provision (2.1) 0.7 (399.7) %

Depreciation 3.5 3.2 10.2 %

19 unchanged sentences

Rule of 40 (4)

Non-GAAP adjusted EBITDA 57.2 57.2 — %

Foreign currency impact on Non-GAAP adjusted EBITDA (5)

0.5 (0.5) (199.4) %

Non-GAAP adjusted EBITDA on constant currency basis (5)

57.7 56.7 1.8 %

Non-GAAP adjusted EBITDA margin on constant currency basis 22.4 %

Rule of 40 on constant currency basis (6)

(1) Includes amortization expense related to software development costs and amortization expense from capitalized cloud computing implementation costs.

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See Non-GAAP organic revenue growth table above.

Non-GAAP free cash flow

(5) To determine non-GAAP adjusted EBITDA on a constant currency basis, non-GAAP adjusted EBITDA from entities reporting in foreign currencies were translated to U.S.

Dollars using the comparable prior period's quarterly weighted average foreign currency exchange rates.

The primary foreign currencies creating the impact are the Australian Dollar, British Pound, Canadian Dollar and EURO.

(6) Measured by non-GAAP organic revenue growth on constant currency basis plus non-GAAP adjusted EBITDA margin on constant currency basis.

First Quarter 2022 Form 10-Q

Blackbaud, Inc.

Non-GAAP free cash flow and non-GAAP adjusted free cash flow

Non-GAAP free cash flow is defined as operating cash flow less capital expenditures, including costs required to be capitalized for software development, and capital expenditures for property and equipment.

Nine months ended

September 30,

Non-GAAP adjusted free cash flow is defined as operating cash flow less capital expenditures, including costs required to be capitalized for software development and capital expenditures for property and equipment, plus cash outflows, net of insurance, related to the Security Incident.

We believe non-GAAP free cash flow and non-GAAP adjusted free cash flow provides useful measures of the company's operating performance.

Non-GAAP adjusted free cash flow is not intended to represent and should not be viewed as the amount of residual cash flow available for discretionary expenditures.

Three months ended

(dollars in millions) 2022

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Non-GAAP free cash flow $ 7.6 $ 17.3 (56.4) %

Third Quarter 2021 Form 10-Q

Blackbaud, Inc.

Security Incident-related cash flows, net of insurance 0.8 1.4 (41.9) %

Non-GAAP adjusted free cash flow $ 8.4 $ 18.7 (55.3) %

Our revenues normally fluctuate as a result of certain seasonal variations in our business.

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As a result of these and other factors, our total revenue has historically been lower in the first quarter than in the remainder of our fiscal year, with the fourth quarter historically achieving the highest total revenue.

Our expenses, however, do not vary significantly as a result of these factors, but do fluctuate on a quarterly basis due to varying timing of expenditures.

Our expenses, other than transaction-based costs related to our payments services, do not vary significantly as a result of these factors, but do fluctuate on a quarterly basis due to varying timing of expenditures.

Our cash flow from operations normally fluctuates quarterly due to the combination of the timing of customer contract renewals including renewals associated with customers of acquired companies, delivery of professional services and occurrence of customer events, as well as merit-based salary increases, among other factors.

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Due to the timing of customer contract renewals and student enrollments, many of which take place at or near the beginning of our third quarter, our cash flow from operations has been lower in our second quarter as compared to our third and fourth quarters.

Partially offsetting these favorable drivers of cash flow from operations in our third and fourth quarters are base salary merit increases, which were replaced in 2020 with performance-based equity awards due to COVID-19, but returned in July 2021.

In addition, deferred revenues can vary on a seasonal basis for the same reasons.

Partially, offsetting these favorable drivers of cash flow from operations in our third and fourth quarters are base salary merit increases, which occur in July.

In addition, deferred revenues can vary on a seasonal basis due to the timing of customer contract renewals and student enrollments.

Our cash flow from financing is negatively impacted in our first quarter when most of our equity awards vest, as we pay taxes on behalf of our employees related to the settlement or exercise of equity awards.

During the second quarter of 2021, however, we experienced an increase in the amount taxes we paid on behalf of our employees related to the settlement of equity awards when compared to the same period in 2020, as the equity granted in May 2020 in lieu of cash bonus plans and base salary merit increases vested.

These patterns may change as a result of the continued shift to online giving, growth in volume of transactions for which we process payments, or as a result of acquisitions, new market opportunities, new solution introductions, the COVID-19 pandemic or other factors.

First Quarter 2022 Form 10-Q

Blackbaud, Inc.

Liquidity and Capital Resources

The following table presents selected financial information about our financial position:

(dollars in millions) September 30,

(dollars in millions) March 31,

2022 December 31,

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The following table presents selected financial information about our cash flows:

Nine months ended September 30,

Three months ended March 31,

(dollars in millions) 2022

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Net cash used in financing activities (325.4) (379.6) (14.3) %

Third Quarter 2021 Form 10-Q

Blackbaud, Inc.

Our principal sources of liquidity are our operating cash flow, funds available under the 2020 Credit Facility and cash on hand.

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Based on current estimates of revenue and expenses, we believe that the currently available sources of funds and anticipated cash flows from operations will be adequate for at least the next twelve months to finance our operations, fund anticipated capital expenditures and meet our debt obligations.

To the extent we undertake future material acquisitions or, investments or incur unusually high capital or operating expenditures, we may require additional capital.

We also believe that we will be able to continue to meet our long-term cash requirements due to our anticipated cash flow from operations, solid financial position and ability to access capital from financial markets.

To the extent we undertake future material acquisitions or, investments or unanticipated capital or operating expenditures, including in connection with the Security Incident, we may require additional capital.

In that context, we regularly evaluate opportunities to enhance our capital structure, including through potential debt or equity issuances.

At September 30, 2021, our total cash and cash equivalents balance included approximately $15.4 million of cash that was held by operations outside the U.S.

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 and sell, 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.

At March 31, 2022, our total cash and cash equivalents balance included approximately $18.4 million of cash that was held by operations outside the U.S.

While these funds may not be needed to fund our U.S.

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Operating Cash Flow

Net cash provided by operating activities increased by $60.6 million during the nine months ended September 30, 2021, when compared to the same period in 2020, primarily due to a $48.3 million increase in cash flow from operations associated with working capital and an $12.4 million increase in net income adjusted for non-cash expenses.

Throughout both periods, our cash flows from operations were derived principally from:

Our cash flows from operations are derived principally from:

(i) our earnings from on-going operations prior to non-cash expenses such as depreciation, amortization, stock-based compensation, amortization of deferred financing costs and debt discount and adjustments to our provision for credit losses and sales returns;

and (ii) changes in our working capital.

First Quarter 2022 Form 10-Q

Blackbaud, Inc.

Working capital changes are composed of changes in accounts receivable, prepaid expenses and other assets, trade accounts payable, accrued expenses and other liabilities, and deferred revenue.

The increase in cash flow from operations associated with working capital during the nine months ended September 30, 2021, when compared to the sa me period in 2020, was primarily due to:

Net cash provided by operating activities decreased by $5.6 million during the three months ended March 31, 2022, when compared to the same period in 2021, primarily due to a $13.8 million decrease in net income adjusted for non-cash expenses and a $8.2 million increase in cash flow from operations associated with working capital.

The increase in cash flow from operations associated with working capital during the three months ended March 31, 2022 , when compared to the same period in 2021, was primarily due to:

• fluctuations in the timing of vendor payments;

• the payment of our 2019 cash bonus plans in 2020 and the replacement of our 2020 cash bonus plans with performance-based equity awards (which we expect will continue going forward).

• an increase in taxes payable;

partially offset by

• payment of assumed EVERFI accrued bonuses and other payroll-related liabilities during the first quarter of 2022.

Security Incident update

As we are currently unable to estimate the approximate amount or range of any such excess, we are unable to determine the effect the Security Incident will have on our results of operations, cash flows, or financial condition.

For full year 2022, we currently expect net cash outlays of approximately $25 million to $35 million for ongoing legal fees related to the Security Incident.

In line with our policy, legal fees, are expensed as incurred.

Investing Cash Flow

Net cash used in investing activities of $38.0 million decreased by $19.9 million during the nine months ended September 30, 2021, when compared to the same period in 2020.

During the nine months ended September 30, 2021, we used $29.7 million for software development costs, which was down $2.4 million from cash spent during the same period in 2020, primarily due to less costs qualifying for capitalization under the internal-use software accounting guidance.

We increased engineering hiring beginning in the fourth quarter of 2020 and continue to invest in our innovative cloud solutions, as well as development activities for Blackbaud SKY, our modern cloud platform.

We also spent $8.3 million of cash for purchases of property and equipment during the nine months ended September 30, 2021, which was an decrease of $17.5 million when compared to the same period in 2020.

The additional cash expended during the nine months ended 2020 was primarily used to purchase our global headquarters facility.

Third Quarter 2021 Form 10-Q

Blackbaud, Inc.

Net cash used in investing activities of $36.9 million increased by $24.2 million during the three months ended March 31, 2022, when compared to the same period in 2021.

During the three months ended March 31, 2022, we used $20.0 million for our acquisition of EVERFI comprised of (i) $17.4 million that had not been 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;

and (ii) $2.6 million that was paid to a number of EVERFI's selling shareholders after determining they would be paid in cash, rather than shares of our common stock.

We used $12.7 million for software development costs, which was up $3.4 million from cash spent during the same period in 2021, primarily due to the inclusion of EVERFI's software and content development activities.

We also spent $4.3 million of cash for purchases of property and equipment during the three months ended March 31, 2022, which was a decrease of $0.8 million when compared to the same period in 2021.

Financing Cash Flow

During the nine months ended September 30, 2021, we had a net decrease in borrowings of $3.0 million.

We paid $39.0 million to satisfy tax obligations of employees upon settlement of equity awards during the nine months ended September 30, 2021 compared to $21.3 million during the same period in 2020.

During the three months ended March 31, 2022, we had a net increase in borrowings of $25.6 million.

We paid $34.7 million to satisfy tax obligations of employees upon settlement of equity awards during the three months ended March 31, 2022 compared to $18.4 million during the same period in 2021.

The increase was primarily attributable to the timing of our annual short-term incentive (bonus) awards vesting during the first quarter of 2022, while similar awards vested during the second quarter of 2021.

The amount of taxes paid by us on behalf of employees related to the settlement of equity awards varies from period to period based upon the timing of grants and vesting, as well as the market price for shares of our common stock at the time of settlement.

Most of our equity awards currently vest in our first quarter.

During the nine months ended September 30, 2020, we paid dividends of $6.0 million and we did not pay dividends during the same period in 2021, as we discontinued the declaration and payment of all cash dividends, beginning with the second quarter of 2020.

Cash used in financing activities associated with changes in restricted cash due to customers increased $49.2 million during the nine months ended September 30, 2021 when compared to the same period in 2020, as the amount of restricted cash held and payable by us to customers as of December 31, 2020 was larger than at the same date in 2019 primarily due to the timing of year-end donations.

During the three months ended March 31, 2022, cash flow from financing activities associated with changes in restricted cash due to customers decreased $315.3 million, compared to a decrease of $353.6 million during the same period in 2021.

This line in the statement of cash flows represents the change in the amount of restricted cash held and payable by us to customers from one period to the next.

First Quarter 2022 Form 10-Q

Blackbaud, Inc.

Stock repurchase program

In November 2020, our Board of Directors reauthorized and expanded a stock repurchase program that authorizes us to purchase up to $250.0 million of our outstanding shares of common stock.

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 program does not have an expiration date.

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The repurchase program may be limited, suspended or discontinued at any time without prior notice.

During the three and nine months ended September 30, 2021, we purchased 583,280 and 1,454,148 shares for $40.3 million and $98.4 million, respectively.

The remaining amount available to purchase stock under the stock repurchase program was $110.6 million as of September 30, 2021.

During the three months ended March 31, 2022, we did not purchase any shares.

The remaining amount available to purchase stock under the stock repurchase program was $250.0 million as of March 31, 2022.

2020 Credit Facility

Historically, we have drawn on our credit facility from time to time to help us meet financial needs, primarily due to the seasonality of our cash flows from operations and financing for business acquisitions.

At September 30, 2021, our available borrowing capacity under the 2020 Credit Facility was $424.6 million.

At March 31, 2022, our available borrowing capacity under the 2020 Credit Facility was $209.7 million.

The 2020 Credit Facility matures in October 2025.

At September 30, 2021, the carrying amount of our debt under the 2020 Credit Facility was $465.9 million.

Our average daily borrowings during the three and nine months ended September 30, 2021 were $471.0 million and $485.3 million, respectively.

At March 31, 2022, the carrying amount of our debt under the 2020 Credit Facility was $922.0 million.

Our average daily borrowings during the three months ended March 31, 2022 were $909.4 million.

The following is a summary of the financial covenants under the 2020 Credit Facility:

Financial covenant Requirement Ratio as of September 30, 2021

Net leverage ratio ≤ 4.00 to 1.00 1.70 to 1.00

Financial covenant Requirement Ratio as of March 31, 2022

Net leverage ratio (1)

≤ 4.25 to 1.00 3.57 to 1.00

Interest coverage ratio ≥ 2.50 to 1.00 14.59 to 1.00

(1) Under the terms of the 2020 Credit Facility, the Net Leverage Ratio requirement may be increased by up to 0.50 provided we satisfy certain requirements, including a permitted business acquisition, and provided that the maximum Net Leverage Ratio shall not exceed 4.25 to 1.00.

Under the 2020 Credit Facility, we also have restrictions on our ability to declare and pay dividends and our ability to repurchase shares of our common stock.

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(i) no default or event of default shall have occurred and be continuing under the 2020 Credit Facility, and (ii) our pro forma net leverage ratio, as set forth in the 2020 Credit Facility, must be 0.25 less than the net leverage ratio requirement at the time of dividend declaration or share repurchase.

At September 30, 2021, we were in compliance with our debt covenants under the 2020 Credit Facility.

Third Quarter 2021 Form 10-Q

Blackbaud, Inc.

At March 31, 2022, we were in compliance with our debt covenants under the 2020 Credit Facility.

See Note 8 to our unaudited, condensed consolidated financial statements included in this report for additional information regarding the 2020 Credit Facility.

Commitments and Contingencies

As of September 30, 2021, we had contractual obligations with future minimum commitments as follows:

Payments due by period

(in millions) Total (1)

year 1-3 years 3-5 years More than 5

(in millions) Less than

1 year More than

1 year Total (1)

Recorded contractual obligations:

$ 529.5 $ 12.9 $ 23.5 $ 441.2 $ 51.9

Interest payments on debt (3)

1.6 1.4 0.2 — —

Debt $ 18.1 $ 967.5 $ 985.7

Operating leases 11.4 60.9 72.3

22.6 8.0 9.6 3.0 2.0

Unrecorded contractual obligations:

Purchase obligations 20.6 11.1 31.7

Interest payments on debt 30.8 101.1 131.9

Total contractual obligations (1)

$ 80.9 $ 1,140.7 $ 1,221.5

(1) The individual amounts may not sum to the total due to rounding.

First Quarter 2022 Form 10-Q

Blackbaud, Inc.

As of March 31, 2022, we had total remaining principal payments of $985.7 million.

These payments represent principal payments only, under the following assumptions:

(i) that the amounts outstanding under the 2020 Credit Facility, our real estate loans and our other debt at March 31, 2022 will remain outstanding until maturity, with minimum payments occurring as currently scheduled, and (ii) that there are no assumed future borrowings on the 2020 Revolving Facility for the purposes of determining minimum commitment amounts.

See Note 8 to our unaudited, condensed consolidated financial statements in this report for more information.

Interest payments on debt

In addition to principal payments, as of March 31, 2022, we expect to pay interest expense over the life of our debt obligations of approximately $131.9 million.

These payments represent our estimated future interest payments on debt using our debt balances and the related weighted average effective interest rates as of March 31, 2022, which includes the effect of interest rate swap agreements.

The actual interest expense recognized in our consolidated statements of comprehensive income will depend on the amount of debt, the length of time the debt is outstanding and the interest rate, which could be different from our assumptions on our remaining principal payments described above.

Operating leases

As of March 31, 2022, we had remaining operating lease payments of $72.3 million.

These payments have not been reduced by sublease income, incentive payments, reimbursement of leasehold improvements or the amount representing imputed interest of $12.6 million.

Our operating leases are generally for corporate offices, subleased offices and certain equipment and furnit ure.

Given our remote-first workforce strategy and real estate footprint optimization efforts, as discussed above, we do not anticipate entering any new, material operating leases for offices for the foreseeable future.

See Note 10 to our unaud ited, condensed consolidated financial statements in this report for more information.

Purchase obligations

39.7 27.5 12.2 — —

Total contractual obligations $ 664.9 $ 61.2 $ 70.2 $ 458.0 $ 75.5

(1) The individual amounts for each period may not sum to total due to rounding.

(2) Represents principal payments only, under the following assumptions:

(i) that the amounts outstanding under the 2020 Credit Facility, our Real Estate Loans and our other debt at September 30, 2021 will remain outstanding until maturity, with minimum payments occurring as currently scheduled, and (ii) that there are no assumed future borrowings on the 2020 Credit Facility for the purposes of determining minimum commitment amounts.

(3) Represents interest payment obligations related to our interest rate swap agreements.

(4) Our commitments related to operating leases have not been reduced by sublease income, incentive payments and reimbursement of leasehold improvements.

(5) The actual interest expense recognized in our consolidated statements of comprehensive income will depend on the amount of debt, the length of time the debt is outstanding and the interest rate, which could be different from our assumptions described in (2) above.

(6) We have contractual obligations for third-party technology used in our solutions and for other services we purchase as part of our normal operations.

As of March 31, 2022, we had remaining purchase obligations of $31.7 million.

These purchase obligations are 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.

The term loan under the 2020 Credit Facility and our other debt 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.

The total liability for uncertain tax positions as of September 30, 2021 and December 31, 2020, was $4.9 million and $4.6 million, respectively.

Our accrued interest and penalties related to tax positions taken on our tax returns was $1.2 million and $1.1 million as of September 30, 2021 and December 31, 2020, respectively.

In the fourth quarter of 2021, we entered into settlement discussions with the IRS Appeals Office in relation to one of our uncertain tax positions, which is not material to the financial statements.

Successful settlement is expected to result in release of corresponding liability for uncertain tax positions within next twelve months.

Security Incident

As discussed in Note 9 to our unaudited, condensed consolidated financial statements included in this report, we believe that total losses related to the Security Incident will exceed the limits of our insurance coverage during the fourth quarter of 2021 .

As we are currently unable to determine the approximate amount or range of any such excess , we are unable to determine the effect the Security Incident will have on our results of operations, liquidity, or financial condition.

Off-Balance Sheet Arrangements

As of September 30, 2021, we did not have any off-balance sheet arrangements as previously defined by Item 303(a)(4)(ii) of Regulation S-K promulgated by the SEC that have, or are reasonably likely to have, a current or future effect on our financial condition, changes in our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

Third Quarter 2021 Form 10-Q

Our purchase obligations are not recorded as liabilities on our consolidated balance sheets as of March 31, 2022, as we had not received the related services.

See Note 10 to our unaudited, condensed consolidated financial statements in this report for more information.

The total liability for uncertain tax positions as of March 31, 2022 and December 31, 2021, was $3.8 million and $3.7 million , respectively.

Our accrued interest and penalties related to tax positions taken on our tax returns was insignificant as of March 31, 2022 and December 31, 2021.

First Quarter 2022 Form 10-Q

Blackbaud, Inc.

Foreign Currency Exchange Rates

Approximately 17% of our total revenue for the nine months ended September 30, 2021 was generated from operations outside the U.S.

Approximately 17% of our total revenue for the three months ended March 31, 2022 was generated from operations outside the U.S.

We do not have significant operations in countries in which the economy is considered to be highly inflationary.

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dollars for purposes of reporting our consolidated financial results.

The accumulated currency translation adjustment, recorded within accumulated other comprehensive loss as a component of stockholders’ equity, was a gain of $1.7 million as of September 30, 2021 and a gain of $0.6 million as of December 31, 2020.

The accumulated currency translation adjustment, recorded within accumulated other comprehensive loss as a component of stockholders’ equity, was a loss of $0.9 million as of March 31, 2022 and a gain of $1.3 million as of December 31, 2021.

The vast majority of our contracts are entered into by our U.S.

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dollar strengthened, foreign currency translation resulted in a decrease in our revenue and expenses denominated in non-U.S.

During the nine months ended September 30, 2021, foreign translation resulted in increases in our revenues and expenses denominated in non-U.S.

During the three months ended March 31, 2022, foreign translation resulted in decreases in our revenues and expenses denominated in non-U.S.

Though we have exposure to fluctuations in currency exchange rates, primarily those between the U.S.

dollar and both the British Pound and Canadian dollar, the impact has generally not been material to our consolidated results of operations or financial position.

For the nine months ended September 30, 2021, the fluctuation in foreign currency exchange rates increased our total revenue and our income from operations by $8.4 million and $3.2 million, respectively.

For the three months ended March 31, 2022, the fluctuation in foreign currency exchange rates reduced our total revenue and our income from operations by $0.9 million and $0.2 million, respectively.

We will continue monitoring such exposure and take action as appropriate.

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Critical Accounting Policies and Estimates

There have been no significant changes in our critical accounting policies and estimates during the nine months ended September 30, 2021 as compared to those disclosed in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2020.

There have been no significant changes in our critical accounting policies and estimates during the three months ended March 31, 2022 as compared to those disclosed in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2021.

Recently Issued Accounting Pronouncements

For a discussion of the impact that recently issued accounting pronouncements are expected to have on our financial position and results of operations when adopted in the future, see Note 2 to our condensed consolidated financial statements in this report.

For a discussion of the impact that recently issued accounting pronouncements are expected to have on our financial position and results of operations when adopted in the future, see Note 2 to our unaudited, condensed consolidated financial statements in this report.

First Quarter 2022 Form 10-Q

Blackbaud, Inc.

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

What changed 10-Q

Item 2. Management’s Discussion and Analysis