BLACKBAUD INC 10-Q

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our 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 We are the leading software provider exclusively dedicated to powering social impact. Serving the nonprofit and education sectors, companies committed to social responsibility and individual change makers, our essential software is built to accelerate impact in fundraising, nonprofit financial management, digital giving, grantmaking, corporate social responsibility and education management. A remote-first company, we have operations in the United States, Australia, Canada, Costa Rica, India and the United Kingdom, supporting users in 100+ countries. Our revenue is primarily generated from the following sources: (i) charging for the use of our software solutions in cloud and hosted environments; (ii) providing payment and transaction services; and (iii) providing Impact-as-a-Service™ digital educational content. Business Update Our company has made significant strides over the past several years by executing on our five-point operating plan. We have extended our position as the world's leading provider of software to power social impact through product innovation to better serve the very specific needs of non-profit customers, successfully implemented key revenue initiatives to enhance the predictability of our growth, all while maintaining keen attention to cost management and cash flow. As a result of this work, we have grown revenue, significantly improved our profitability, driven sustained EPS growth and generated significant cash flow, which we have used, in part, to fuel a material stock repurchase program, that was expanded and replenished to $800 million in July 2024. We believe Blackbaud is a compelling investment with multiple opportunities for strong stockholder returns. 1. As an industry leader with what we believe is the most comprehensive set of purpose-built and mission critical software and services, we have an inherent ability to penetrate even further into a rich market opportunity; 2. The strength of our financial model allows us to continue to aggressively invest in innovation, which provides great value for our customers and enhances our ability to attract new customers; and 3. We generate strong cash flows and are committed to disciplined, value-maximizing capital returns. We believe that at current valuations, Blackbaud is undervalued, and we plan to be aggressive in the repurchase of our stock to improve stockholder value. Market Opportunity • U.S. charitable giving in 2023 was over $500 billion, of which roughly $100 billion was donated, granted and invested through our Blackbaud platforms globally. • In our Social Sector, we continue to primarily focus on mid-sized and enterprise non-profits and, as market leader, we continue to see great opportunities to attract new customers as well expand our offerings to our existing customers. We appreciate that our customers have choices, too. For decades, we have enjoyed being the market leader, with strong brand recognition and significant breadth and depth of our product capabilities, but we are not relying on the success of our past. 26 Third Quarter 2024 Form 10-Q Table of Contents Blackbaud, Inc. (Unaudited) Investments in Innovation • We continue to invest aggressively in innovation and partner with our developer network to produce continuous product enhancements throughout our portfolio, including generative AI capabilities, which in turn enable our customers to raise more money while increasing operational efficiency—ultimately allowing them to spend more time executing on their charitable missions and less time on administrative tasks. • We are a natural choice for new and existing customers alike. The alternative for our customers is a disjointed, competitive landscape where we believe other companies do not offer the combined breadth and depth of our capabilities. These include smaller, mostly disparate point solutions that address only single aspects of the complex, comprehensive technology needs of a nonprofit, or larger horizontal software companies that may lack the depth of nonprofit-specific functionality and often require complex, expensive customization and potentially additional vendors to meet customer needs. Cash Flow Generation During the nine months of 2024, we generated $222.4 million of operating cash flow, an increase of approximately 9.6% compared to the first three quarters of 2023. Our robust cash flow generation gives us confidence to continue investment in a number of critical areas like product innovation and stock repurchases. In March 2024, we announced that we intend to repurchase during 2024 between 7% and 10% of our outstanding common stock as of December 31, 2023 under our stock repurchase program. During the nine months ended September 30, 2024, we repurchased 3,761,985 shares for $325.4 million, representing approximately 7.0% of the Company's common stock outstanding as of December 31, 2023. These share repurchases do not include the final settlement of the ASR Transaction, as discussed above. The remaining amount available to purchase stock under our stock repurchase program was $737.2 million as of September 30, 2024. On October 29, 2024, we settled the previously announced ASR Transaction. In connection with the settlement of the ASR Transaction, we received approximately 490,000 shares of our common stock, in addition to the 2.1 million shares received in March 2024. No cash was exchanged as part of the settlement of the ASR Transaction. We plan to continue to be aggressive in the fourth quarter of 2024 repurchasing our stock with our goal of repurchasing up to 10% of our outstanding common stock this year. We believe there is currently no better use of our capital than investing back into the business through product innovation and returning capital to stockholders around these valuation levels. Third Quarter 2024 Form 10-Q 27 Table of Contents Blackbaud, Inc. (Unaudited) Financial Summary Total revenue ($M) Income from operations ($M) YoY Growth (%) YoY Growth (%) Total revenue increased by $9.1 million and $42.8 million, respectively, during the three and nine months ended September 30, 2024, respectively, when compared to the same periods in 2023, driven largely by the following: + Growth in recurring revenue primarily related to: • increases in contractual recurring revenue of $5.6 million and $31.2 million, respectively, related to the impact of our 3-year contract renewal initiative and pricing within the Social Sector as well as the performance of our cloud solutions; partially offset by decreases in revenue from EVERFI and maintenance revenue; • increases in transactional recurring revenue of $5.4 million and $17.6 million, respectively, primarily due to positive results related to pricing initiatives we have implemented in the past twelve months and increases in volume for our Blackbaud Tuition Management and JustGiving solutions; also contributing to the increases in transactional recurring revenue during the three and nine months ended September 30, 2024 were increases related to fluctuations in foreign currency exchange rates of $0.7 million and $1.6 million, respectively. - Decreases in one-time service and other revenue primarily related to: • decreases in one-time consulting revenue of $1.8 million and $5.2 million, respectively, primarily due to decreases of $2.7 million and $5.2 million, respectively, resulting from our sale of EVERFI Limited as discussed in Note 3 to our unaudited, condensed consolidated financial statements in this report. As previously disclosed and discussed above, we have a number of multi-year pricing initiatives underway, some to bring our pricing in line with the market while others are model changes that are expected to drive greater revenue for both us and our customers. Excluding the impact from our sale of EVERFI Limited in the first quarter of 2024, we expect that the decline in our non-strategic one-time services and other revenue will slow in 2024 compared to the previous two years. 28 Third Quarter 2024 Form 10-Q Table of Contents Blackbaud, Inc. (Unaudited) Our Social Sector revenue (which represents approximately 88% of our total year-to-date revenue) increased $15.7 million, or 6.6%, and $55.0 million, or 7.9%, respectively, during the three and nine months ended September 30, 2024, when compared to the same periods in 2023, driven primarily by the increases in contractual recurring revenue and transactional recurring revenue discussed above. The Social Sector has proven to be very resilient as demonstrated through the last several economic downturns and the COVID-19 pandemic, and we have great confidence in the long-term trajectory of this portion of our business. Our Corporate Sector revenue (which represents approximately 12% of our total year-to-date revenue) decreased $6.6 million, or 17.3%, and $12.2 million, or 10.7%, respectively, during the three and nine months ended September 30, 2024, when compared to the same periods in 2023, driven primarily by the underperformance of EVERFI and our disposition of EVERFI Limited in March 2024 (see Note 3 to our unaudited, condensed consolidated financial statements in this report for more information). EVERFI has unique and valuable assets, including a comprehensive catalog of content, great customer relationships and a deep talent pool. However, EVERFI has faced a number of external challenges and while we have taken decisive actions, including changes to Corporate Sector leadership and the disposition of a non-recurring revenue component (EVERFI Limited discussed above), EVERFI continues to be a drag on our overall performance, and we expect that to continue. While EVERFI remains a small portion of our total revenue at approximately 8%, we are focused on achieving the best possible outcome for this business. We recently took actions to right-size EVERFI's business to better align costs to its lower revenues, and we hired a strategic advisor to assist us in considering a range of alternatives for EVERFI, one of which includes a potential divestiture of the business. This work is in early stages, and EVERFI remains well positioned to support its customers. We will continue to provide updates as progress is made on this initiative. Third Quarter 2024 Form 10-Q 29 Table of Contents Blackbaud, Inc. (Unaudited) Income from operations increased by $21.8 million and $84.2 million, respectively, during the three and nine months ended September 30, 2024, respectively, when compared to the same periods in 2023, driven largely by the following: + Decreases in stock-based compensation expense of $13.8 million and $19.2 million, respectively, primarily due to overall Company performance against targets for certain performance-based equity awards, and a decrease in the grant date fair value of equity award grants + Increases in total revenue, as described above + Decreases in acquisition and disposition-related costs of $6.8 million and $2.0 million, respectively. For the three months ended period, the decrease is primarily related to the initial noncash impairment charges against certain operating lease right-of-use assets and property and equipment assets resulting from the sublease of portion of our Washington, DC office location during the third quarter of 2023 which did not reoccur in the third quarter of 2024. For the nine months ended period, the decrease related to the 2023 Washington, DC office impairment was partially offset by an additional impairment due to sublease, which occurred during the second quarter of 2024 and the disposition of EVERFI Limited; see Note 5 and Note 3, respectively, to our unaudited, condensed consolidated financial statements in this report for more information. + Decrease in employee severance costs of $5.0 million, during the nine months ended September 30, 2024, related to our prior period targeted workforce reductions + Decreases in Security Incident-related expenses of $3.4 million and $35.9 million, respectively, largely related to decreases in loss contingency accruals (see "Security Incident update" below) + Decreases in commission expense of $2.8 million and $9.3 million, respectively, primarily due to fewer sales headcount and a prospective increase in the period of benefit over which we amortized costs of obtaining contracts with customers from 5 to 6 years beginning in the year ending December 31, 2024 + Decrease in corporate costs of $1.6 million, during the nine months ended September 30, 2024, primarily related to a decrease in bad debt expense and the release of certain accrued tax liabilities due to favorable state sales tax rulings + Decreases in direct costs of revenue of $0.8 million and $1.0 million, respectively, primarily due to our sale of EVERFI Limited as discussed above - Increases in compensation costs other than stock-based compensation of $3.6 million and $6.5 million, respectively, primarily due to an increase in resources dedicated to our cybersecurity program - Increases in third-party contractor costs of $3.2 million and $6.0 million, respectively, largely related to enhancements to our cybersecurity program - Decrease of $2.9 million, during the nine months ended September 30, 2024, due to an increase in amortization of capitalized software and content development costs and a decrease in software and content development costs that were required to be capitalized under the internal-use software guidance - Increases in hosting and data center costs of $1.8 million and $4.1 million, respectively, as we continue to migrate our cloud infrastructure to leading public cloud service providers and make investments in security; currently, we expect our cloud infrastructure migration efforts and increased level of cybersecurity investments to continue for the foreseeable future - Increases in amortization of intangible assets from business combinations of $1.7 million and $5.0 million, respectively, as most the intangible assets we acquired with EVERFI in December 2021 are amortized on a curve that represents the expected period of economic benefit - Increases in advertising costs of $0.8 million and $3.7 million, respectively, primarily due to timing differences compared to 2023 (for example, bbcon® , our annual user conference, which was held in September of 2024 and October of 2023) and, to a lesser extent, increased digital marketing spend to drive fundraising page creation for JustGiving - Increases in transaction-based costs of $0.8 million and $3.4 million, respectively, related to the increase in the volume of transactions for which we process payments and, to a lesser extent, increases in vendor rates - Increases in travel costs of $0.8 million and $1.9 million, respectively, primarily due to the timing of travel related to bbcon (as discussed above) We are continuing to make critical investments in the business in areas such as innovation, cybersecurity, and our continued shift of cloud infrastructure to leading public cloud service providers. Our financial results through the third quarter of 2024 reflect some of these incremental investments. 30 Third Quarter 2024 Form 10-Q Table of Contents Blackbaud, Inc. (Unaudited) We continuously seek opportunities to optimize our portfolio of solutions to focus time and resources on innovation that will have the greatest impact for our customers and the markets we serve, and drive the highest return on investment. To that end, we will continue to simplify and rationalize our portfolio through product sunsets and divestitures of non-core businesses and technologies. As a remote-first workforce company, we also continuously evaluate opportunities to shift various business units or functions to lower-cost jurisdictions, including internationally, and may do so if and when we determine that it would reduce costs without negatively impacting the quality of our products and services. Gross dollar retention Our recurring subscription contracts are typically for a term of three years at contract inception. A key factor to our overall success is the renewal and expansion of our existing subscription agreements with our customers. Management uses gross dollar retention in analyzing our success at delighting our customers with innovative and cloud solutions. Gross dollar retention is defined as contracted annual recurring revenue ("CARR") divided by beginning CARR with a measurement period of twelve months. For the twelve months ended September 30, 2024, our gross dollar retention was approximately 90%. This gross dollar retention rate was consistent with our rate for the full year ended December 31, 2023. Excluding EVERFI, our gross dollar retention during the twelve months ended September 30, 2024 was approximately 92%. We are continually investing in innovation, which we believe will increase gross dollar retention over the long-term. Balance sheet and cash flow At September 30, 2024, our cash and cash equivalents were $34.6 million. Under the 2024 Credit Facilities, the carrying amount of our debt was $943.0 million and our net leverage ratio was 2.42 to 1.00 . During the nine months ended September 30, 2024, we generated $222.4 million in cash from operations, had a net increase in borrowings of $223.2 million, returned $325.4 million to stockholders by way of share repurchases and had aggregate cash outlays of $50.1 million for purchases of property and equipment and capitalized software and content development costs. Security Incident update As discussed in Note 9 to our unaudited, condensed consolidated financial statements in this report, t otal costs related to the Security Incident exceeded the limit of our insurance coverage in the first quarter of 2022 . Accordingly, the Security Incident has negatively impacted, and we expect it to continue for the foreseeable future to negatively impact, our GAAP profitab ility and GAAP cash flow (see discussion regarding non-GAAP free cash flow and non-GAAP adjusted free cash flow on page 43 ). For the three months ended September 30, 2024, we incurred net pre-tax expenses which were insignificant. For the nine months ended September 30, 2024, we incurred net pre-tax expenses of $12.8 million related to the Security Incident, which included $6.0 million for ongoing legal fees and additional accruals for loss contingencies of $6.8 million. During the nine months ended September 30, 2024, we had cash outlays of $15.1 million related to the Security Incident for ongoing legal fees and the $6.8 million paid during the third quarter of 2024 related to our settlement with the Attorney General of the State of California. In line with our policy, legal fees are expensed as incurred. For full year 2024, we currently expect pre-tax expenses of approximately $5.0 million to $10.0 million and cash outlays of approximately $8.0 million to $13.0 million for ongoing legal fees related to the Security Incident. Not included in these ranges are our previous settlements or current accruals for loss contingencies related to the matters discussed below. As of September 30, 2024, we have recorded approximately $0.7 million in aggregate liabilities for loss contingencies based primarily on recent negotiations with certain customers related to the Security Incident that we believed we could reasonably Third Quarter 2024 Form 10-Q 31 Table of Contents Blackbaud, Inc. (Unaudited) estimate in accordance with our loss contingency procedures described above and as more fully described in Note 9. It is reasonably possible that our estimated actual losses may change in the near term for those matters and be materially in excess of the amounts accrued, but we are unable at this time to reasonably estimate the possible additional loss. There are other Security Incident-related matters, including customer claims, customer constituent class actions and governmental investigations, for which we have not recorded a liability for a loss contingency as of September 30, 2024 because we are unable at this time to reasonably estimate the possible loss or range of loss. Each of these matters could, separately or in the aggregate, result in an adverse judgment, settlement, fine, penalty or other resolution, the amount, scope and timing of which we are currently unable to predict, but could have a material adverse impact on our results of operations, cash flows or financial condition. Results of Operations Comparison of the three and nine months ended September 30, 2024 and 2023 Revenue and Cost of Revenue Recurring Revenue ($M) Cost of revenue ($M) Gross profit ($M) and gross margin (%) YoY Growth (%) YoY Growth (%) Recurring revenue includes two components: contractual recurring and transactional recurring. Contractual recurring revenue is primarily comprised of fees for the use of our subscription-based software solutions, which includes providing access to cloud solutions, Impact-as-a-Service™ digital educational content, online training programs and subscription-based analytic services. Contractual recurring revenue also includes fees from maintenance services for our on-premises solutions. Transactional recurring revenue is comprised of transaction fees associated with the use of our solutions, including donation processing, tuition management, consumer giving and event-based usage. 32 Third Quarter 2024 Form 10-Q Table of Contents Blackbaud, Inc. (Unaudited) 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. Our customers continue to prefer cloud subscription offerings with integrated analytics, training and payment services. We intend to continue focusing on innovation, quality and integration of our cloud solutions, which we believe will drive future revenue growth. Recurring revenue increased by $11.0 million, or 4.1%, and $48.8 million, or 6.2%, during the three and nine months ended September 30, 2024, respectively, when compared to the same periods in 2023, driven primarily by the following: + Increases in contractual recurring revenue of $5.6 million and $31.2 million, respectively, related to the impact of our 3-year contract renewal initiative and pricing within the Social Sector as well as the performance of our cloud solutions; partially offset by decreases in revenue from EVERFI (as discussed above) and maintenance revenue; + Increases in transactional recurring revenue of $5.4 million and $17.6 million, respectively, primarily due to positive results related to pricing initiatives we have implemented in the past twelve months and increases in volume for our Blackbaud Tuition Management and JustGiving solutions; also contributing to the increases in transactional recurring revenue during the three and nine months ended September 30, 2024 were increases related to fluctuations in foreign currency exchange rates of $0.7 million and $1.6 million, respectively. Cost of recurring revenue increased by $8.5 million, or 7.5%, and $19.1 million, or 5.6%, during the three and nine months ended September 30, 2024, respectively, when compared to the same periods in 2023, driven primarily by the following: + Increases in hosting and data center costs of $1.8 million and $4.2 million, respectively, as we continue to migrate our cloud infrastructure to leading public cloud service providers and make investments in security; currently, we expect our cloud infrastructure migration efforts and increased level of cybersecurity investments to continue for the foreseeable future + Increases in amortization of intangible assets from business combinations of $1.6 million and $4.7 million, respectively, as most of the intangible assets we acquired with EVERFI in December 2021 are amortized on a curve that represents the expected period of economic benefit. + Increases in third-party software costs of $1.4 million and $1.1 million, respectively, primarily due to the number of licenses needed and also price increases for the software being used + Increases in third-party contractor costs of $1.3 million and $3.1 million, respectively, largely related to enhancements to our cybersecurity program + Increases in amortization of software development costs of $0.9 million and $2.0 million, respectively, due to our continued investments in the innovation and security of our solutions + Increases in transaction-based costs of $0.6 million and $3.3 million, respectively, related to the increase in the volume of transactions for which we process payments and, to a lesser extent, increases in vendor rates - Decreases in stock-based compensation costs of $0.8 million and $1.4 million, respectively, primarily due to estimated overall Company performance against 2024 goals Recurring gross margin decreased by 140 basis points for the three months ended September 30, 2024, when compared to the same period in 2023, primarily due to the increases in cost of recurring revenue outpacing the increases in recurring revenue. Recurring gross margin was relatively consistent for the nine months ended September 30, 2024, when compared to the same period in 2023. Third Quarter 2024 Form 10-Q 33 Table of Contents Blackbaud, Inc. (Unaudited) One-time services and other Revenue ($M) Cost of revenue ($M) Gross profit ($M) and gross margin (%) YoY Growth (%) YoY Growth (%) One-time services and other revenue is comprised of fees for one-time consulting, analytic and onsite training services, and fees for retained and managed services contracts that we do not expect to have a term consistent with our cloud solution contracts. 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 decreased by $1.9 million, or 22.2%, and $5.9 million, or 22.6%, during the three and nine months ended September 30, 2024, respectively, when compared to the same periods in 2023, driven primarily by the following: - Decreases in one-time consulting revenue of $1.8 million and $5.2 million, respectively, primarily due to decreases of $2.7 million and $5.2 million, respectively, resulting from our sale of EVERFI Limited as discussed in Note 3 to our unaudited, condensed consolidated financial statements in this report. Cost of one-time services and other decreased by $2.8 million, or 36.2%, and $7.0 million, or 29.5%, during the three and nine months ended September 30, 2024, respectively, when compared to the same periods in 2023, driven primarily by the following: - Decreases in compensation costs of $1.6 million and $4.3 million, respectively, primarily related to our sale of EVERFI Limited as discussed above and a continued shift in resources historically supporting one-time services and other towards recurring revenue - Decreases in direct costs of revenue of $0.9 million and $1.8 million, respectively, primarily due to our sale of EVERFI Limited as discussed above 34 Third Quarter 2024 Form 10-Q Table of Contents Blackbaud, Inc. (Unaudited) One-time services and other gross margin increased by 1,590 basis points and 810 basis points during the three and nine months ended September 30, 2024, respectively, when compared to the same periods in 2023, primarily due to the decrease in compensation costs discussed above outpacing the decrease of one-time services and other revenue. Operating Expenses Sales, marketing and customer success ($M) Research and development ($M) General and administrative ($M) Percentages indicate expenses as a percentage of total revenue Sales, marketing and customer success 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. 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. The enhancements we are making in our go-to-market approach are expected to reduce our average customer acquisition cost per customer as well as the related payback period while increasing sales velocity. Third Quarter 2024 Form 10-Q 35 Table of Contents Blackbaud, Inc. (Unaudited) Sales, marketing and customer success expense decreased by $3.0 million, or 5.7%, and $12.6 million or 7.9%, during the three and nine months ended September 30, 2024, respectively, when compared to the same periods in 2023. The decreases in dollars and as a percentage of total revenue were primarily driven by the following: - Decreases in commissions expense of $3.0 million and $9.7 million, respectively, due to a prospective increase in the period of benefit over which we amortized costs of obtaining contracts with customers from 5 to 6 years beginning in the year ending December 31, 2024 and fewer sales headcount - Decreases in stock-based compensation costs of $2.2 million and $5.7 million, respectively, primarily due to estimated overall Company performance against 2024 goals - Decrease in severance costs of $2.2 million, during the nine months ended September 30, 2024, related to our prior period targeted workforce reductions + Increases in advertising costs of $0.8 million and $3.7 million, respectively, primarily due to timing differences compared to 2023 (for example, bbcon as discussed above) and, to a lesser extent, increased digital marketing spend to drive fundraising page creation for JustGiving 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 and secure cloud solutions. Research and development expenses increased by $1.4 million, or 3.7%, and $6.5 million or 5.7%, during the three and nine months ended September 30, 2024, respectively, when compared to the same periods in 2023, primarily driven by the following: + Increases in compensation costs other than stock-based compensation of $1.9 million and $5.5 million, respectively, primarily related to an increase in resources dedicated to the security-related compliance of our solutions + Increases in third-party contractor costs of $1.3 million and $2.6 million, respectively, largely related to enhancements to our cybersecurity program + Decrease in software development costs of $0.9 million, during the nine months ended September 30, 2024, that were required to be capitalized under GAAP + Increases in allocated overhead costs of $0.7 million and $1.9 million, respectively, primarily related to increased headcount discussed above - Decreases in stock-based compensation of $2.4 million and $3.3 million, respectively, primarily due to estimated overall Company performance against 2024 goals - Decrease in employee severance costs of $1.1 million, during the nine months ended September 30, 2024, primarily due to our prior period targeted workforce reductions discussed above Not included in research and development expense for the three months ended September 30, 2024 and 2023 were $16.0 million and $15.7 million, respectively, and for the nine months ended September 30, 2024 and 2023 were $44.5 million and $45.4 million, respectively, of qualifying costs associated with software and content development activities 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 recurring revenue over the related assets' estimated useful life, which generally range from three to seven years. We expect that the amount of software and content development costs capitalized will be relatively consistent in the near-term as we continue making investments in innovation, quality, security and the integration of our solutions, which we believe will drive long-term revenue growth. 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, Security Incident-related expenses (including legal fees, settlements and loss contingency accruals), third-party professional fees, insurance, allocated depreciation, facilities and IT support costs, acquisition-related expenses and other administrative expenses. 36 Third Quarter 2024 Form 10-Q Table of Contents Blackbaud, Inc. (Unaudited) General and administrative expense decreased by $17.0 million, or 39.8%, and $47.7 million, or 30.9%, three and nine months ended September 30, 2024, respectively, when compared to the same periods in 2023. The decreases in dollars and as a percentage of total revenue were primarily driven by the following: - Decreases in stock-based compensation costs of $7.9 million and $8.0 million, respectively, primarily due to estimated overall Company performance against 2024 goals - Decreases in acquisition and disposition-related costs of $6.8 million and $2.0 million, respectively. For the three months ended period the decrease is primarily related to the initial noncash impairment charges against certain operating lease right-of-use assets and property and equipment assets resulting from the sublease of a portion of our Washington, DC office location during the third quarter of 2023 which did not reoccur in the third quarter of 2024. For the nine months ended period, the decrease related to the 2023 Washington, DC office impairment was partially offset by an additional impairment due to sublease, which occurred during the second quarter of 2024 and the disposition of EVERFI Limited; see Note 5 and Note 3 to our unaudited, condensed consolidated financial statements in this report for more information. - Decreases in Security Incident-related expenses of $3.4 million and $35.9 million, respectively, largely related to decreases in loss contingency accruals. See "Security Incident update" on page 31 - Decreases in rent expense and allocated costs of $1.9 million and $4.5 million, respectively - Decrease in corporate costs of $1.8 million, during the nine months ended September 30, 2024, primarily related to a decrease in bad debt expense and the release of certain accrued tax liabilities due to favorable state sales tax rulings + Increases in compensation costs other than stock-based compensation of $1.3 million and $3.9 million, respectively, primarily due to an increase in resources dedicated to our cybersecurity program Interest Expense Interest expense ($M) Percentages indicate expenses as a percentage of total revenue The increases in interest expense in dollars and as a percentage of total revenue during the three and nine months ended September 30, 2024, when compared to the same periods in 2023, were primarily due to our incremental borrowings to fund our ASR Transaction and other stock repurchases. We currently expect interest expense for the full year 2024 to be approximately $53 million to $57 million. Our interest expense in connection with the variable rate portion of our outstanding debt could increase in a rising interest rate environment. See Note 8 to our unaudited, condensed consolidated financial statements in this report for more information regarding our derivative instruments, which we use to manage our variable interest rate risk, and Item 3. Quantitative and Qualitative Disclosures about Market Risk: Interest Rate Risk (below) for more information about our variable interest rate exposure and related risk. Third Quarter 2024 Form 10-Q 37 Table of Contents Blackbaud, Inc. (Unaudited) Other Income Other income ($M) Percentages indicate other income as a percentage of total revenue The decreases in other income in dollars and as a percentage of total revenue during the three and nine months ended September 30, 2024, when compared to the same periods in 2023, were primarily due to current year losses in currency revaluation compared to prior year gains. For the nine months ended September 30, 2024, the decrease was partially offset by an increase in interest income. Interest income increased primarily due to higher interest earned on restricted cash held and payable by us to customers for our payment processing solutions. See Note 6 to our unaudited, condensed consolidated financial statements in this report for more information regarding our other income. Deferred Revenue The table below compares the components of deferred revenue from our unaudited, condensed consolidated balance sheets: (dollars in millions) September 30, 2024 December 31, 2023 Change Deferred revenue (1) $ 413.3 $ 394.9 4.6 % Less: Long-term portion 1.7 2.4 (28.9) % Current portion (1) $ 411.6 $ 392.5 4.8 % (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. Our recurring revenue contracts are generally for a term of three years at contract inception, billed annually in advance, and non-cancelable. We generally invoice our customers with recurring revenue contracts in annual cycles 30 days prior to the end of each one-year period. The increase in deferred revenue during the nine months ended September 30, 2024 was primarily due to the impact of our contract pricing initiatives within the Social Sector, as well as a seasonal increase in customer contract billings and 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. Generally, our lowest balance of deferred revenue during the year is at the end of our first quarter. 38 Third Quarter 2024 Form 10-Q Table of Contents Blackbaud, Inc. (Unaudited) Income Taxes Income tax provision (benefit) ($M) Percentages indicate effective income tax rates The changes in our effective income tax rates for the three and nine months ended September 30, 2024, when compared to the same periods in 2023 were primarily attributable the negative impact in 2023 of non-deductible accruals related to the Security Incident that did not recur in 2024 to the same extent. Additionally, there were favorable impacts of benefits attributable to stock-based compensation. Partially offsetting these items were unfavorable impacts of our United Kingdom liability for uncertain tax positions. Non-GAAP Financial Measures The operating results analyzed below are presented on a non-GAAP basis. We use non-GAAP financial measures internally in analyzing our operational performance. Accordingly, we believe these non-GAAP measures are useful to investors, as a supplement to GAAP measures, in evaluating our ongoing operational performance. While we believe these non-GAAP measures provide useful supplemental information, non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information prepared in accordance with GAAP. In addition, these non-GAAP financial measures may not be completely comparable to similarly titled measures of other companies due to potential differences in the exact method of calculation between companies. The non-GAAP financial measures discussed below exclude the impact of certain transactions because we believe they are not directly related to our operating performance in any particular period, but are for our long-term benefit over multiple periods. 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 2024 Form 10-Q 39 Table of Contents Blackbaud, Inc. (Unaudited) Three months ended September 30, Nine months ended September 30, (dollars in millions, except per share amounts) 2024 2023 2024 2023 GAAP Revenue $ 286.7 $ 277.6 $ 853.3 $ 810.4 GAAP gross profit $ 159.2 $ 155.9 $ 474.8 $ 444.1 GAAP gross margin 55.5 % 56.1 % 55.6 % 54.8 % Non-GAAP adjustments: Add: Stock-based compensation expense 2.9 4.1 10.1 12.2 Add: Amortization of intangibles from business combinations 14.7 13.1 44.0 39.4 Add: Employee severance — — — 0.8 Subtotal (1) 17.6 17.3 54.0 52.4 Non-GAAP gross profit (1) $ 176.8 $ 173.1 $ 528.9 $ 496.5 Non-GAAP gross margin 61.7 % 62.4 % 62.0 % 61.3 % GAAP income from operations $ 43.8 $ 22.0 $ 96.6 $ 12.4 GAAP operating margin 15.3 % 7.9 % 11.3 % 1.5 % Non-GAAP adjustments: Add: Stock-based compensation expense 18.6 32.4 76.4 95.7 Add: Amortization of intangibles from business combinations 15.6 13.9 46.7 41.7 Add: Employee severance — 0.1 — 5.1 Add: Acquisition and disposition-related costs 0.2 7.0 4.9 6.8 Add: Security Incident-related costs (2) 0.6 4.1 12.8 48.6 Subtotal (1) 35.0 57.5 140.8 197.9 Non-GAAP income from operations (1) $ 78.9 $ 79.6 $ 237.4 $ 210.3 Non-GAAP operating margin 27.5 % 28.7 % 27.8 % 26.0 % GAAP income (loss) before provision (benefit) for income taxes $ 32.7 $ 18.1 $ 66.2 $ (8.6) GAAP net income (loss) $ 20.5 $ 9.0 $ 47.6 $ (3.6) Shares used in computing GAAP diluted earnings (loss) per share 51,632,569 54,089,897 52,107,147 52,495,556 GAAP diluted earnings (loss) per share $ 0.40 $ 0.17 $ 0.91 $ (0.07) Non-GAAP adjustments: Add: GAAP income tax provision (benefit) 12.1 9.1 18.6 (5.0) Add: Total non-GAAP adjustments affecting income from operations 35.0 57.5 140.8 197.9 Non-GAAP income before provision for income taxes 67.7 75.6 207.0 189.3 Assumed non-GAAP income tax provision (3) 16.6 15.1 50.7 37.9 Non-GAAP net income (1) $ 51.1 $ 60.5 $ 156.3 $ 151.5 Shares used in computing non-GAAP diluted earnings per share 51,632,569 54,089,897 52,107,147 53,469,768 Non-GAAP diluted earnings per share $ 0.99 $ 1.12 $ 3.00 $ 2.83 (1) The individual amounts for each year may not sum to subtotal, non-GAAP gross profit, non-GAAP income from operations, non-GAAP income before provision for income taxes or non-GAAP net income due to rounding. (2) Includes Security Incident-related costs incurred during the three months ended September 30, 2024 which were insignificant, during the nine months ended September 30, 2024 of $12.8 million, which included approximately $6.8 million in recorded liabilities for loss contingencies, and during the three and nine months ended September 30, 2023 of $4.1 million and $48.6 million, respectively, which included approximately $0.0 million and $30.0 million, respectively, in recorded aggregate liabilities for loss contingencies. Recorded expenses consisted primarily of payments to third-party service providers and consultants, including legal fees, as well as settlements of customer claims, negotiated settlements and accruals for certain loss contingencies. Not included in this adjustment were costs associated with enhancements to our cybersecurity program. For full year 2024, we currently expect pre-tax expenses of approximately $5 million to $10 million and cash outlays of approximately $8 million to $13 million for ongoing legal fees related to the Security Incident. Not included in these ranges are our previous settlements or current accruals for loss contingencies related to the matters discussed below. In line with our policy, legal fees are expensed as incurred. As of September 30, 2024, we have recorded approximately $0.7 million in aggregate liabilities for loss contingencies based primarily on recent negotiations with certain customers related to the Security Incident that we believe we can reasonably estimate. During the third quarter of 2024, we paid $6.8 million in connection with our settlement with the Attorney General of the State of California (as previously disclosed on June 14, 2024). It is reasonably possible that our estimated or actual losses may change in the near term for those matters and be materially in excess of the amounts accrued, but we are unable at this time to reasonably estimate the possible additional loss. There are other Security Incident-related matters, including customer claims, customer constituent class actions and governmental investigations, for which we have not recorded a liability for a loss contingency as of September 30, 2024 because we are unable at this time to reasonably estimate the possible loss or range of loss. Each of these matters could, separately or in the aggregate, result in an adverse judgment, settlement, fine, penalty or other resolution, the amount, scope and timing of which we are currently unable to predict, but could have a material adverse impact on our results of operations, cash flows or financial condition. 40 Third Quarter 2024 Form 10-Q Table of Contents Blackbaud, Inc. (Unaudited) (3) Beginning in 2024, we now apply a non-GAAP effective tax rate of 24.5% when calculating non-GAAP net income and non-GAAP diluted earnings per share. For the three and nine months ended September 30, 2023, the tax impact related to non-GAAP adjustments is calculated under our historical non-GAAP effective tax rate of 20.0%. Non-GAAP organic revenue growth In addition, we use non-GAAP organic revenue growth, non-GAAP organic revenue growth on a constant currency basis, non-GAAP organic recurring revenue growth and non-GAAP organic recurring revenue growth on a constant currency basis 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, if any, 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. In addition, each of these non-GAAP organic revenue growth measures excludes prior period revenue associated with divested businesses. The exclusion of the prior period revenue is to present the results of the divested businesses within the results of the combined company for the same period of time in both the prior and current periods. We believe this presentation provides a more comparable representation of our current business’ organic revenue growth and revenue run-rate. (dollars in millions) Three months ended September 30, Nine months ended September 30, 2024 2023 2024 2023 GAAP revenue (1) $ 286.7 $ 277.6 $ 853.3 $ 810.4 GAAP revenue growth 3.3 % 5.3 % Less: Non-GAAP revenue from divested businesses (2) — (2.7) — (5.2) Non-GAAP organic revenue (3) $ 286.7 $ 274.9 $ 853.3 $ 805.2 Non-GAAP organic revenue growth 4.3 % 6.0 % Non-GAAP organic revenue (3) $ 286.7 $ 274.9 $ 853.3 $ 805.2 Foreign currency impact on Non-GAAP organic revenue (4) (1.0) — (2.1) — Non-GAAP organic revenue on constant currency basis (4) $ 285.7 $ 274.9 $ 851.1 $ 805.2 Non-GAAP organic revenue growth on constant currency basis 3.9 % 5.7 % GAAP recurring revenue $ 280.0 $ 269.0 $ 832.9 $ 784.1 GAAP recurring revenue growth 4.1 % 6.2 % Less: Non-GAAP recurring revenue from divested businesses (2) — — — — Non-GAAP organic recurring revenue (3) $ 280.0 $ 269.0 $ 832.9 $ 784.1 Non-GAAP organic recurring revenue growth 4.1 % 6.2 % Non-GAAP organic recurring revenue (3) $ 280.0 $ 269.0 $ 832.9 $ 784.1 Foreign currency impact on non-GAAP organic recurring revenue (4) (1.0) — (2.1) — Non-GAAP organic recurring revenue on constant currency basis (4) $ 279.0 $ 269.0 $ 830.8 $ 784.1 Non-GAAP organic recurring revenue growth on constant currency basis 3.7 % 6.0 % (1) Includes EVERFI revenue of $19.4 million and $26.2 million for the three months ended September 30, 2024 and 2023, respectively, and $66.8 million and $80.4 million for the nine months ended September 30, 2024 and 2023, respectively. (2) Non-GAAP revenue from divested businesses excludes revenue associated with divested businesses. The exclusion of the prior period revenue is to present the results of the divested business with the results of the combined company for the same period of time in both the prior and current periods. (3) Non-GAAP organic revenue and non-GAAP organic recurring revenue for the prior year periods presented herein may not agree to non-GAAP organic revenue and non-GAAP organic recurring revenue presented in the respective prior period quarterly financial information solely due to the manner in which non-GAAP organic revenue growth and non-GAAP organic recurring revenue growth are calculated. (4) To determine non-GAAP organic revenue growth and non-GAAP organic recurring revenue growth on a constant currency basis, revenues 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. Third Quarter 2024 Form 10-Q 41 Table of Contents Blackbaud, Inc. (Unaudited) Rule of 40 We define Rule of 40 as non-GAAP organic revenue growth plus non-GAAP adjusted EBITDA margin. Non-GAAP adjusted EBITDA is defined as GAAP net income plus interest, net; income tax provision (benefit); depreciation; amortization of intangible assets from business combinations; amortization of software and content development costs; stock-based compensation; employee severance; acquisition and disposition-related costs; restructuring and other real estate activities; Security Incident-related costs; and impairment of capitalized software development costs. Three months ended September 30, Nine months ended September 30, (dollars in millions) 2024 2023 2024 2023 GAAP net income (loss) $ 20.5 $ 9.0 $ 47.6 $ (3.6) Non-GAAP adjustments: Add: Interest, net 11.0 6.6 32.2 24.9 Add: GAAP income tax provision (benefit) 12.1 9.1 18.6 (5.0) Add: Depreciation 3.3 3.3 9.6 9.9 Add: Amortization of intangibles from business combinations 15.6 13.9 46.7 41.7 Add: Amortization of software and content development costs (1) 13.2 11.6 37.9 33.1 Subtotal (2) 55.2 44.5 144.9 104.6 Non-GAAP EBITDA (2) $ 75.8 $ 53.5 $ 192.5 $ 101.0 Non-GAAP EBITDA margin (3) 26.4 % 22.6 % Non-GAAP adjustments: Add: Stock-based compensation expense $ 18.6 $ 32.4 $ 76.4 $ 95.7 Add: Employee severance — 0.1 — 5.1 Add: Acquisition and disposition-related costs 0.2 7.0 4.9 6.8 Add: Security Incident-related costs (4) 0.6 4.1 12.8 48.6 Subtotal (2) 19.5 43.6 94.1 156.2 Non-GAAP adjusted EBITDA (2) $ 95.2 $ 97.1 $ 286.6 $ 257.2 Non-GAAP adjusted EBITDA margin (5) 33.2 % 33.6 % Rule of 40 (6) 37.5 % 39.6 % Non-GAAP adjusted EBITDA $ 95.2 $ 97.1 $ 286.6 $ 257.2 Foreign currency impact on Non-GAAP adjusted EBITDA (7) (0.6) (1.2) (1.1) 0.7 Non-GAAP adjusted EBITDA on constant currency basis (7) $ 94.7 $ 95.9 $ 285.6 $ 257.9 Non-GAAP adjusted EBITDA margin on constant currency basis 33.1 % 33.6 % Rule of 40 on constant currency basis (8) 37.0 % 39.3 % (1) Includes amortization expense related to software and content development costs and amortization expense from capitalized cloud computing implementation costs. (2) The individual amounts for each year may not sum to subtotal, non-GAAP EBITDA, non-GAAP adjusted EBITDA or non-GAAP adjusted EBITDA on a constant currency basis due to rounding. (3) Measured by GAAP revenue divided by non-GAAP EBITDA. (4) See additional details in the reconciliation of GAAP to Non-GAAP operating income above. (5) Measured by non-GAAP organic revenue divided by non-GAAP adjusted EBITDA. (6) Measured by non-GAAP organic revenue growth plus non-GAAP adjusted EBITDA margin. See Non-GAAP organic revenue growth table above. (7) 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. (8) Measured by non-GAAP organic revenue growth on constant currency basis plus non-GAAP adjusted EBITDA margin on constant currency basis. See Non-GAAP organic revenue growth table above. 42 Third Quarter 2024 Form 10-Q Table of Contents Blackbaud, Inc. (Unaudited) 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 and content development, and capital expenditures for property and equipment. Non-GAAP adjusted free cash flow is defined as operating cash flow less capital expenditures, including costs required to be capitalized for software and content development and capital expenditures for property and equipment, plus cash outflows 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. Nine months ended September 30, (dollars in millions) 2024 2023 GAAP net cash provided by operating activities $ 222.4 $ 203.0 GAAP operating cash flow margin 26.1 % 25.0 % Non-GAAP adjustments: Less: purchase of property and equipment (7.2) (4.2) Less: capitalized software and content development costs (42.9) (44.7) Non-GAAP free cash flow (1) $ 172.3 $ 154.1 Non-GAAP free cash flow margin 20.2 % 19.0 % Non-GAAP adjustments: Add: Security Incident-related cash flows 15.1 23.1 Non-GAAP adjusted free cash flow (1) $ 187.4 $ 177.2 Non-GAAP adjusted free cash flow margin 22.0 % 21.9 % (1) The individual amounts for each year may not sum to non-GAAP free cash flow or non-GAAP adjusted free cash flow due to rounding. Seasonality Our revenues normally fluctuate as a result of certain seasonal variations in our business. Our first quarter has historically been the seasonal low for bookings, with the second and fourth quarters historically being seasonally higher, and our bookings tend to be back-end loaded within individual quarters given our quarterly quota plans. Transactional revenue is non-contractual and less predictable given the susceptibility to certain drivers such as timing and number of events and marketing campaigns, as well as fluctuations in donation volumes and tuition payments. Our transactional revenue has historically been at its lowest in the first quarter due to the timing of customer fundraising initiatives and events. We have historically experienced seasonal highs during the fourth quarter due to year-end giving campaigns and during the second quarter when a large number of events are held. Our revenue from professional services has historically been lower in the first quarter when many of those services commence and in the fourth quarter due to the holiday season. 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, 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, delivery of professional services and occurrence of customer events, as well as merit-based salary increases, among other factors. Historically, due to lower revenues in our first quarter, combined with the payment of certain annual vendor contracts, our cash flow from operations has been lowest in our first quarter. 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 generally 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 occur in July. In addition, deferred revenues can vary on a seasonal basis due to the timing of customer contract renewals and student enrollments or significant acquisitions. Our cash flow from financing is negatively impacted in our first quarter when Third Quarter 2024 Form 10-Q 43 Table of Contents Blackbaud, Inc. (Unaudited) most of our equity awards vest, as we pay taxes on behalf of our employees related to the settlement or exercise of equity awards. These patterns may change as a result of the continued shift to online giving, growth in volume of transactions for which we process payments, large dollar customer bookings and contract renewals, fluctuations in the timing of vendor payments, or as a result of acquisitions, new market opportunities, new solution introductions or other factors. Liquidity and Capital Resources The following table presents selected financial information about our financial position: (dollars in millions) September 30, 2024 December 31, 2023 Change Cash and cash equivalents $ 34.6 $ 31.3 10.8 % Property and equipment, net 95.1 98.7 (3.7) % Software and content development costs, net 169.5 160.2 5.8 % Total carrying value of debt 1,000.8 779.7 28.4 % Working capital (306.6) (267.4) (14.7) % The following table presents selected financial information about our cash flows: Nine months ended September 30, (dollars in millions) 2024 2023 Change Net cash provided by operating activities $ 222.4 $ 203.0 9.6 % Net cash used in investing activities (56.3) (49.2) 14.6 % Net cash used in financing activities (435.1) (496.7) (12.4) % Our principal sources of liquidity are our operating cash flow, funds available under the 2024 Credit Facilities and cash on hand. Our operating cash flow depends on continued customer renewal of our subscription and maintenance arrangements, market acceptance of our solutions and services, the volume and size of transactions for which we process payments and our customers' ability to pay. 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. 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. 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 and pursuant to applicable SEC regulations, this registration statement is effective for three years from its date of filing with the SEC, or through January 13, 2025. In order to maintain uninterrupted access to the capital markets, we intend to file a replacement universal shelf registration statement with the SEC before the existing shelf registration statement expires. In that event, the existing shelf registration statement would terminate upon the filing of the replacement shelf registration statement, which would, subject to certain conditions, expire three years from such date of filing. At September 30, 2024, our total cash and cash equivalents balance included approximately $15.1 million of cash that was held by operations outside the U.S. While these funds may not be needed to fund our U.S. operations for at least the next twelve months, if we need these funds, we may be required to accrue and pay taxes to repatriate the funds. We currently do not intend nor anticipate a need to repatriate our cash held outside the U.S. 44 Third Quarter 2024 Form 10-Q Table of Contents Blackbaud, Inc. (Unaudited) Operating Cash Flow 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, deferred taxes, 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. 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. Net cash provided by operating activities increased by $19.4 million during the nine months ended September 30, 2024, when compared to the same period in 2023, primarily due to a $47.5 million increase in net income adjusted for non-cash expenses, partially offset by a $28.1 million decrease in cash flow from operations associated with working capital. The decrease in cash flow from operations associated with working capital during the nine months ended September 30, 2024, when compared to the same period in 2023, was primarily due to: • a decrease in accrued expenses related to the Security Incident; • an increase in prepaid commissions and other expenses; • a decrease in deferred revenue largely driven by a drag on billings growth due to EVERFI; and • a decrease in taxes payable; partially offset by • fluctuations in the timing of vendor payments. Security Incident update As discussed in Note 9 to our unaudited, condensed consolidated financial statements in this report, t otal costs related to the Security Incident exceeded the limit of our insurance coverage in the first quarter of 2022 . Accordingly, the Security Incident has negatively impacted, and we expect it to continue for the foreseeable future to negatively impact, our GAAP profitab ility and GAAP cash flow (see discussion regarding non-GAAP free cash flow and non-GAAP adjusted free cash flow on page 43 ). For full year 2024, we currently expect pre-tax expenses of approximately $5 million to $10 million and cash outlays of approximately $8 million to $13 million for ongoing legal fees related to the Security Incident. In line with our policy, legal fees are expensed as incurred. Not included in these ranges are our previous settlements or current accruals for loss contingencies related to the matters discussed below. As of September 30, 2024, we have recorded approximately $0.7 million in aggregate liabilities for loss contingencies based primarily on recent negotiations with certain customers related to the Security Incident that we believed we could reasonably estimate in accordance with our loss contingency procedures described above and as more fully described in Note 9. It is reasonably possible that our estimated actual losses may change in the near term for those matters and be materially in excess of the amounts accrued, but we are unable at this time to reasonably estimate the possible additional loss. There are other Security Incident-related matters, including customer claims, customer constituent class actions and governmental investigations, for which we have not recorded a liability for a loss contingency as of September 30, 2024 because we are unable at this time to reasonably estimate the possible loss or range of loss. Each of these matters could, separately or in the aggregate, result in an adverse judgment, settlement, fine, penalty or other resolution, the amount, scope and timing of which we are currently unable to predict, but could have a material adverse impact on our results of operations, cash flows or financial condition. Investing Cash Flow Net cash used in investing activities of $56.3 million increased by $7.2 million during the nine months ended September 30, 2024, when compared to the same period in 2023. During the nine months ended September 30, 2024, we used $42.9 million for software and content development costs, which was down $1.8 million from cash spent during the same period in 2023. We also spent $7.2 million of cash for purchases of property and equipment during the nine months ended September 30, 2024, which was an increase of $3.0 Third Quarter 2024 Form 10-Q 45 Table of Contents Blackbaud, Inc. (Unaudited) million when compared to the same period in 2023. In addition, we used net cash of $1.2 million in the disposition of a business and $5.0 million for a minority investment in a business during the nine months ended September 30, 2024. Financing Cash Flow During the nine months ended September 30, 2024, we had a net increase in borrowings of $223.2 million, primarily due to our share repurchase program, including our ASR Transaction (as defined below) in March 2024. We also paid $6.5 million in debt issuance costs in conjunction with our April 2024 refinancing. We paid $56.0 million to satisfy tax obligations of employees upon settlement of equity awards during the nine months ended September 30, 2024 compared to $35.6 million during the same period in 2023. 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, 2024, cash flow from financing activities associated with changes in restricted cash due to customers decreased $263.7 million, compared to a decrease of $339.7 million during the same period in 2023. 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. Stock repurchase program On January 17, 2024, our Board of Directors reauthorized, expanded and replenished our stock repurchase program by raising the total capacity under the program from $250.0 million to $500.0 million available for repurchases. The program does not have an expiration date. Under the stock repurchase program, we are authorized to repurchase shares from time to time in accordance with applicable laws both on the open market, including under trading plans established pursuant to Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, and in privately negotiated transactions. The timing and amount of repurchases depends on several factors, including market and business conditions, the trading price of our common stock and the nature of other investment opportunities. The repurchase program may be limited, suspended or discontinued at any time without prior notice. In March 2024, we announced that we intend to repurchase during 2024 between 7% and 10% of our outstanding common stock as of December 31, 2023 under our repurchase program. Consistent with that commitment, in March 2024, we entered into the ASR Transaction to repurchase an aggregate $200 million of shares of our common stock. Pursuant to the terms of the ASR Transaction, we provided the financial institution with a prepayment of $200 million and received an initial delivery of 2.1 million shares of our common stock, representing approximately 70% of the total shares then-expected to be repurchased under the ASR Transaction. The final number of shares of common stock delivered to us under the ASR Transaction will be based on the average of the daily volume-weighted average prices of the common stock during the term of the ASR Transaction, less a discount and subject to customary adjustments upon events affecting the common stock (e.g., dilutive or concentrative events, mergers and acquisitions, and market disruptions). See Note 13 to these unaudited, condensed consolidated financial statements for additional information about the final settlement of the ASR Transaction which occurred in October 2024. The difference of $52.2 million between the prepayment of $200 million and the value of the shares repurchased on the ASR Transaction date represents an unsettled prepaid forward contract indexed to our common stock and met all of the applicable criteria for equity classification; therefore, it was not accounted for as a derivative instrument as of September 30, 2024. Because of our ability to settle in shares, the $52.2 million prepaid forward contract was classified as a reduction to additional paid-in capital within our unaudited, condensed consolidated statement of stockholders' equity in this report. We funded the ASR Transaction prepayment with borrowings pursuant to a revolving credit loan under the 2024 Credit Facilities. On July 16, 2024, our Board of Directors reauthorized, expanded and replenished our stock repurchase program by expanding the total capacity under the program from $500.0 million to $800.0 million available for repurchases. 46 Third Quarter 2024 Form 10-Q Table of Contents Blackbaud, Inc. (Unaudited) During the three months ended September 30, 2024, we repurchased 807,774 shares for $62.8 million. During the nine months ended September 30, 2024, we repurchased 3,761,985 shares for $325.4 million, including the initial delivery of shares repurchased pursuant to the ASR Transaction and representing approximately 7.0% of the Company's common stock outstanding as of December 31, 2023. These share repurchases do not include the final settlement of the ASR Transaction, as discussed above. The remaining amount available to purchase stock under the stock repurchase program was $737.2 million as of September 30, 2024. On October 29, 2024, we settled the previously announced ASR Transaction. In connection with the settlement of the ASR Transaction, we received approximately 490,000 shares of our common stock, in addition to the 2.1 million shares received in March 2024. No cash was exchanged as part of the settlement of the ASR Transaction. We plan to continue to be aggressive in the fourth quarter of 2024 repurchasing our stock with our goal of repurchasing up to 10% of our outstanding common stock this year. After 2024, we plan to repurchase shares to at least offset the dilution from our annual stock-based compensation and possibly beyond that amount as market conditions and our strategic plans permit. 2024 Credit Facilities 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, 2024, our available borrowing capacity under the 2024 Credit Facilities was $547.6 million. The 2024 Credit Facilities mature in April 2029. At September 30, 2024, the carrying amount of our debt under the 2024 Credit Facilities was $943.0 million. Our average daily borrowings during the three and nine months ended September 30, 2024 were $939.9 million and $913.7 million, respectively. The following is a summary of the financial covenants under the 2024 Credit Facilities: Financial covenant Requirement Ratio as of September 30, 2024 Net leverage ratio (1) ≤ 3.75 to 1.00 2.42 to 1.00 Interest coverage ratio ≥ 2.50 to 1.00 8.37 to 1.00 (1) Under the terms of the 2024 Credit Facilities, 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 2024 Credit Facilities, we also have restrictions on our ability to declare and pay dividends and our ability to repurchase shares of our common stock. In order to pay any cash dividends and/or repurchase shares of stock: (i) no default or event of default shall have occurred and be continuing under the 2024 Credit Facilities, and (ii) our pro forma net leverage ratio, as set forth in the 2024 Credit Facilities, must be 0.25 less than the net leverage ratio requirement at the time of dividend declaration or share repurchase. At September 30, 2024, we were in compliance with our debt covenants under the 2024 Credit Facilities. See Note 7 to our unaudited, condensed consolidated financial statements in this report for additional information regarding the 2024 Credit Facilities. Third Quarter 2024 Form 10-Q 47 Table of Contents Blackbaud, Inc. (Unaudited) Commitments and Contingencies Payments due by period (in millions) Less than 1 year More than 1 year Total (1) Recorded contractual obligations: Debt $ 23.8 $ 980.5 $ 1,004.3 Operating leases 6.4 40.7 47.0 Interest payment on debt 0.6 6.3 6.9 Unrecorded contractual obligations: Purchase obligations 85.7 121.1 206.8 Interest payments on debt 58.2 220.0 278.2 Total contractual obligations (1) $ 174.7 $ 1,368.6 $ 1,543.3 (1) The individual amounts may not sum to the total due to rounding. Debt As of September 30, 2024, we had total remaining principal payments of $1.0 billion. These payments represent principal payments only, under the following assumptions: (i) that the amounts outstanding under the 2024 Credit Facilities, our real estate loans and our other debt at September 30, 2024 will remain outstanding until maturity, with minimum payments occurring as currently scheduled, and (ii) that there are no assumed future borrowings on the revolving credit loans under the 2024 Credit Facilities for the purposes of determining minimum commitment amounts. See Note 7 to our unaudited, condensed consolidated financial statements in this report for more information. Interest payments on debt In addition to principal payments, as of September 30, 2024, we expect to pay interest expense over the life of our debt obligations of approximately $285.1 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 September 30, 2024, which includes the effect of interest rate swap agreements. The actual interest expense recognized in our unaudited, condensed 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 September 30, 2024, we had remaining operating lease payments of $47.0 million. These payments have not been reduced by sublease income, incentive payments, reimbursement of leasehold improvements or the amount representing imputed interest of $7.1 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 9 to our unaud ited, condensed consolidated financial statements in this report for more information. Purchase obligations As of September 30, 2024, we had remaining purchase obligations of $206.8 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. Our purchase obligations are not recorded as liabilities on our unaudited, condensed consolidated balance sheets as of September 30, 2024, as we had not received the related services. See Note 9 to our unaudited, condensed consolidated financial statements in this report for more information. The total liability for uncertain tax positions as of September 30, 2024 was $5.8 million. Our accrued interest and penalties related to tax positions taken on our tax returns was insignificant as of September 30, 2024. 48 Third Quarter 2024 Form 10-Q Table of Contents Blackbaud, Inc. (Unaudited) In connection with the settlement of the multi-state Attorneys General investigation, the California Attorney General investigation and the FTC investigation relating to the Security Incident, as discussed in Note 11 to our audited consolidated financial statements contained in our Annual Report on Form 10-K filed with the SEC on February 21, 2024, we have agreed to implement and improve certain of our cybersecurity programs and tools through May 2044. The currently anticipated costs in connection with these efforts are primarily expected to be expensed as incurred. Foreign Currency Exchange Rates Approximately 16% of our total revenue for the nine months ended September 30, 2024 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. Our consolidated financial statements are denominated in U.S. dollars and, accordingly, changes in the exchange rate between foreign currencies and the U.S. dollar will affect the translation of our subsidiaries’ financial results into U.S. 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 loss of $4.2 million as of September 30, 2024 and a loss of $9.8 million as of December 31, 2023. We have entered into foreign currency forward contracts to hedge a portion of the foreign currency exposure that arises on translation of our investments denominated in British Pounds into U.S. dollars. The vast majority of our contracts are entered into by our U.S. or U.K. entities. The contracts entered into by the U.S. entity are almost always denominated in U.S. dollars or Canadian dollars, and contracts entered into by our U.K., Australian and Irish subsidiaries are generally denominated in British Pounds, Australian dollars and Euros, respectively. Historically, as the U.S. dollar weakened, foreign currency translation resulted in an increase in our revenues and expenses denominated in non-U.S. currencies. Conversely, as the U.S. dollar strengthened, foreign currency translation resulted in a decrease in our revenue and expenses denominated in non-U.S. currencies. During the nine months ended September 30, 2024, foreign translation resulted in increases in our revenues and expenses denominated in non-U.S. currencies. 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, 2024, the fluctuation in foreign currency exchange rates increased our total revenue and our income from operations by $2.1 million and an insignificant amount, respectively. We have entered into foreign currency forward contracts to hedge revenues denominated in the Canadian dollar against changes in the exchange rate with the U.S. dollar. We will continue monitoring such exposure and take action as appropriate. To determine the impacts on revenue (or income from operations) from fluctuations in currency exchange rates, current period revenues (or income from operations) from entities reporting in foreign currencies were translated into U.S. dollars using the comparable prior year period's weighted average foreign currency exchange rates. These impacts are non-GAAP financial information and are not in accordance with, or an alternative to, information prepared in accordance with GAAP. 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, 2024 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, 2023. 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 unaudited, condensed consolidated financial statements in this report. Third Quarter 2024 Form 10-Q 49 Table of Contents Blackbaud, Inc. (Unaudited)