UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 22, 2022
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(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer ID Number) | ||||||
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (843 ) 216-6200
| Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: | |||||
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||||
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |||||
| Securities Registered Pursuant to Section 12(b) of the Act: | ||||||||
| Title of Each Class | Trading Symbol(s) | Name of Each Exchange on which Registered | ||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02. Results of Operations and Financial Condition.
On February 22, 2022, Blackbaud, Inc. (the "Company") issued a press release reporting unaudited financial results for the quarter and fiscal year ended December 31, 2021. A copy of this press release is attached hereto as Exhibit 99.1.
The information in this Form 8-K (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |||||||
| Press release dated February 22, 2022 reporting unaudited financial results for the quarter and fiscal year ended December 31, 2021. | ||||||||
| 101.INS | Inline XBRL Instance Document - the Instance Document does not appear in the interactive data file because its XBRL tags are embedded within the Inline XBRL Document. | |||||||
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document. | |||||||
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document. | |||||||
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document. | |||||||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). | |||||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| BLACKBAUD, INC. | |||||||||||||||||
| Date: | February 22, 2022 | /s/ Anthony W. Boor | |||||||||||||||
| Anthony W. Boor | |||||||||||||||||
| Executive Vice President and Chief Financial Officer | |||||||||||||||||
| (Principal Financial and Accounting Officer) | |||||||||||||||||
| Exhibit 99.1 | ||||||||
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| PRESS RELEASE | ||||||||
Blackbaud Announces 2021 Fourth Quarter and Full Year Results
Full Year 2021 Financial Results Exceed Original Estimates; Blackbaud Announces Full Year 2022 Financial Guidance and Accelerates Timeline to Achieve Long-Term Aspirational Goals
Charleston, S.C. (February 22, 2022) - Blackbaud (NASDAQ: BLKB), the world's leading cloud software company powering social good, today announced financial results for its fourth quarter and full year ended December 31, 2021.
"The fourth quarter was a strong finish to what was a very successful year for Blackbaud on a much-improved market backdrop," said Mike Gianoni, president and CEO, Blackbaud. "I believe 2021 was a turning point for our market and our company. We're carrying a lot of momentum into 2022 and we just layered on a tremendous acquisition in EVERFI. Our plan to progress up the Rule of 40 by balancing sustainable mid-to-high single-digit organic revenue growth and meaningful margin expansion over the next few years is a winning combination for Blackbaud and our shareholders. The mid-point of our financial guidance for this year calls for total revenue growth of approximately 17%, a significant acceleration in organic revenue growth to approximately 5%, and nearly 30% on a Rule of 40 basis which is roughly 250 basis points of improvement year over year at constant currency. Given our strong performance in 2021 and our acquisition of EVERFI, we're also pulling forward our timeline to achieve our long-term aspirational goals by several years."
Fourth Quarter 2021 Results Compared to Fourth Quarter 2020 Results:
•GAAP total revenue was $247.9 million, up 2.2%, with $238.6 million in GAAP recurring revenue, up 4.0%.
•Non-GAAP organic recurring revenue increased 4.0%.
•GAAP loss from operations was $6.6 million, with GAAP operating margin of (2.7)%, a decrease of 230 basis points.
•Non-GAAP income from operations was $49.0 million, with non-GAAP operating margin of 19.8%, a decrease of 420 basis points.
•GAAP net loss was $7.1 million, with GAAP diluted loss per share of $0.15, up $0.13 per share.
•Non-GAAP net income was $36.0 million, with non-GAAP diluted earnings per share of $0.75, down $0.10 per share.
•Non-GAAP adjusted EBITDA was $60.7 million, down $8.2 million, with non-GAAP adjusted EBITDA margin of 24.5%, a decrease of 390 basis points.
•GAAP net cash provided by operating activities was $43.9 million, an increase of $5.1 million.
•Non-GAAP free cash flow was $29.7 million, an increase of $4.9 million, with non-GAAP free cash flow margin of 12.0%, an increase of 180 basis points.
"The continued acceleration of contractual recurring revenue and another strong transactional revenue performance drove Q4 recurring revenue growth of 4.0%," said Tony Boor, executive vice president and CFO, Blackbaud. "This is a great indication of what's achievable going forward as we continue to execute against the ten growth drivers outlined as part of our investor session this time last year. We anticipate the majority of our full year organic revenue growth in 2022 to come from accelerated contractual recurring revenue growth, continued strength in our transactional revenues, and the leveling off of our one-time services and other revenue after several years of strategically shifting away from one-time services. Our profitability and free cash flow well exceeded our initial expectations in 2021. The timing of some anticipated spend pushed from 2021 to 2022 in areas like innovation,
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customer success, security and cloud infrastructure and a higher velocity sales motion, but we're well positioned to drive substantial margin expansion beyond 2022. We're executing against our strategic plan to achieve the Rule of 40 as a company, and our accelerating growth combined with our margin expansion initiatives has us well positioned to accomplish this goal sooner than we originally anticipated."
An explanation of all non-GAAP financial measures referenced in this press release, including the Rule of 40, is included below under the heading "Non-GAAP Financial Measures." A reconciliation of the company's non-GAAP financial measures to their most directly comparable GAAP measures has been provided in the financial statement tables included below in this press release.
Recent Company Highlights
•Blackbaud acquired EVERFI, a SaaS leader powering corporate environmental, social and governance (ESG) and corporate social responsibility (CSR) initiatives that reach millions of learners each year. The acquisition doubles Blackbaud’s total addressable market to more than $20 billion, presents substantial cross-sell opportunity with YourCause® from Blackbaud and is expected to be significantly accretive to total revenue growth in 2022, and to pull forward the company's timeline to achieve long-term financial goals.
•During the fourth quarter, Blackbaud repurchased 138,785 shares of its common stock at a total cost of $10.1 million, and in December 2021, the board of directors of Blackbaud reauthorized and replenished the company's existing share repurchase program to $250.0 million.
•The Blackbaud Institute's annual Charitable Giving Report found that overall U.S. giving grew 9% in 2021—the largest increase since 2012—and online giving has grown a substantial 42% since 2019.
•Newsweek named Blackbaud to its list of America’s Most Responsible Companies 2022—a recognition that highlights leaders in CSR and ESG policies. Blackbaud ranked in the top 25 in the software and telecommunications industry.
•Blackbaud was recognized by the U.S. Chamber of Commerce Foundation as a Citizens Award winner in the category of Best Corporate Steward—Small and Middle-Market Business, which honors companies for excellence in corporate citizenship.
•Blackbaud provided updates on its Social Good Startup Program—an accelerator for early-stage startups impacting the Ecosystem of Good®. Since the program began in 2019, Blackbaud has supported 27 startups that have collectively raised more than $45 million in fundraising and have published multiple integrations to the Blackbaud Marketplace.
Visit www.blackbaud.com/newsroom for more information about Blackbaud’s recent highlights.
Full-Year 2021 Results Compared to Full-Year 2020 Results:
•GAAP total revenue was $927.7 million, up 1.6%, with $880.9 million in GAAP recurring revenue, up 3.5%.
•Non-GAAP organic recurring revenue increased 3.5%.
•GAAP income from operations was $24.9 million, with GAAP operating margin of 2.7%, a decrease of 140 basis points.
•Non-GAAP income from operations was $200.8 million, with non-GAAP operating margin of 21.6%, an increase of 30 basis points.
•GAAP net income was $5.7 million, with GAAP diluted earnings per share of $0.12, down $0.04 per share.
•Non-GAAP net income was $146.4 million, with non-GAAP diluted earnings per share of $3.04, up $0.10 per share.
•Non-GAAP adjusted EBITDA was $246.1 million, up $4.2 million, with non-GAAP adjusted EBITDA margin of 26.5%, unchanged.
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•GAAP net cash provided by operating activities was $213.7 million, an increase of $65.7 million.
•Non-GAAP free cash flow was $161.5 million, an increase of $85.4 million, with non-GAAP free cash flow margin of 17.4%, an increase of 910 basis points.
Financial Outlook
Blackbaud today announced its 2022 full year financial guidance:
•Non-GAAP revenue of $1.075 billion to $1.095 billion; includes ~$120 million of expected EVERFI non-GAAP revenue
•Non-GAAP adjusted EBITDA margin of 24.0% to 24.5%; includes ~$13 million of expected EVERFI non-GAAP adjusted EBITDA
•Non-GAAP earnings per share of $2.63 to $2.82
•Non-GAAP adjusted free cash flow of $165.0 million to $175.0 million
Included in its 2022 full year financial guidance are the following assumptions:
•Non-GAAP annualized effective tax rate is expected to be 20%
•Interest expense for the year is expected to be approximately $30.0 million to $33.0 million
•Fully diluted shares for the year are expected to be in the range of 52.0 million to 53.5 million
•Capital expenditures for the year are expected to be in the range of $60.0 million to $70.0 million, including approximately $45.0 million to $55.0 million of capitalized software development costs
Blackbaud has not reconciled forward-looking full-year non-GAAP financial measures contained in this news release to their most directly comparable GAAP measures, as permitted by Item 10(e)(1)(i)(B) of Regulation S-K. Such reconciliations would require unreasonable efforts at this time to estimate and quantify with a reasonable degree of certainty various necessary GAAP components, including for example those related to compensation, acquisition transactions and integration, tax items or others that may arise during the year. These components and other factors could materially impact the amount of the future directly comparable GAAP measures, which may differ significantly from their non-GAAP counterparts.
In order to provide a meaningful basis for comparison, Blackbaud now uses non-GAAP adjusted free cash flow in analyzing its operating performance. Non-GAAP adjusted free cash flow is defined as operating cash flow less capital expenditures, including costs required to be capitalized for software development, capital expenditures for property and equipment, and less cash outflows, net of insurance, related to the previously disclosed Security Incident discovered in May 2020 (the "Security Incident"). For full year 2022, Blackbaud currently expects net cash outlays of $25 million to $35 million for ongoing legal fees related to the Security Incident. In line with the Company's policy, all associated costs due to third-party service providers and consultants, including legal fees, are expensed as incurred. As of December 31, 2021, Blackbaud has not recorded a loss contingency related to the Security Incident as it is unable to reasonably estimate the possible amount or range of such loss. Please refer to the section below titled "Non-GAAP Financial Measures" for more information on Blackbaud's use of non-GAAP financial measures.
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Financial Goals
Blackbaud today revised its long-term financial goals:
| Near-Term | Mid-Term | Long-Term | ||||||||||||||||||||||||
| Current | Prior | Current | Prior | Current | Prior | |||||||||||||||||||||
| FY 2022 Guidance Mid-Point | FY 2021 | 2024-2025 | 3-4 Years Post-Pandemic | 2027-2028 | Aspirational | |||||||||||||||||||||
| Non-GAAP Organic Revenue Growth | ~5% | Variable | Mid to High Single-Digit Annually | Mid Single-Digit Annually | High Single-Digit Annually | Mid to High Single-Digit Annually | ||||||||||||||||||||
Rule of 401 | ~30% | 25%+ | 35%+ | 35%+ | 40%+ | 40%+ | ||||||||||||||||||||
1 Measured by Non-GAAP organic revenue growth plus Non-GAAP adjusted EBITDA margin; both at constant currency | ||||||||||||||||||||||||||
Conference Call Details
What: Blackbaud's Fourth Quarter and Full Year 2021 Conference Call
When: February 23, 2022
Time: 8:00 a.m. (Eastern Time)
Live Call: 1-877-407-3088 (US/Canada)
Webcast: Blackbaud's Investor Relations Webpage
About Blackbaud
Blackbaud (NASDAQ: BLKB) is the world’s leading cloud software company powering social good. Serving the entire social good community—nonprofits, higher education institutions, K–12 schools, healthcare organizations, faith communities, arts and cultural organizations, foundations, companies and individual change agents—Blackbaud connects and empowers organizations to increase their impact through cloud software, services, expertise and data intelligence. The Blackbaud 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, Blackbaud is a remote-first company headquartered in Charleston, South Carolina, with operations in the United States, Australia, Canada, Costa Rica and the United Kingdom. For more information, visit www.blackbaud.com, or follow us on Twitter, LinkedIn, Instagram, and Facebook.
| Investor Contact: | Media Contact: | ||||||||||
| Steve Hufford | media@blackbaud.com | ||||||||||
| Director, Investor Relations | |||||||||||
| IR@blackbaud.com | |||||||||||
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Forward-Looking Statements
Except for historical information, all of the statements, expectations, and assumptions contained in this news release are forward-looking statements which are subject to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, including, but not limited to, statements regarding the predictability of our financial condition and results of operations. These statements involve a number of risks and uncertainties. Although Blackbaud attempts to be accurate in making these forward-looking statements, it is possible that future circumstances might differ from the assumptions on which such statements are based. In addition, other important factors that could cause results to differ materially include the following: management of integration of acquired companies; uncertainty regarding increased business and renewals from existing customers; a shifting revenue mix that may impact gross margin; continued success in sales growth; cybersecurity and data protection risks and related liabilities; uncertainty regarding the COVID-19 disruption; potential litigation involving us; and the other risk factors set forth from time to time in the SEC filings for Blackbaud, copies of which are available free of charge at the SEC’s website at www.sec.gov or upon request from Blackbaud's investor relations department. Blackbaud assumes no obligation and does not intend to update these forward-looking statements, except as required by law.
Trademarks
All Blackbaud product names appearing herein are trademarks or registered trademarks of Blackbaud, Inc.
Non-GAAP Financial Measures
Blackbaud has provided in this release financial information that has not been prepared in accordance with GAAP. Blackbaud uses non-GAAP financial measures internally in analyzing its operational performance. Accordingly, Blackbaud believes these non-GAAP measures are useful to investors, as a supplement to GAAP measures, in evaluating its ongoing operational performance and trends and in comparing its financial results from period-to-period with other companies in Blackbaud's industry, many of which present similar non-GAAP financial measures to investors. However, 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 above exclude the impact of certain transactions that Blackbaud believes are not directly related to its operating performance in any particular period, but are for its long-term benefit over multiple periods. Blackbaud believes these non-GAAP financial measures reflect its ongoing business in a manner that allows for meaningful period-to-period comparisons and analysis of trends in its business.
While Blackbaud believes 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. Investors are encouraged to review the reconciliations of these non-GAAP measures to their most directly comparable GAAP financial measures.
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. In addition, and in order to provide a meaningful basis for comparison, Blackbaud now uses non-GAAP adjusted free cash flow in analyzing its operating performance. Non-GAAP adjusted free cash flow is defined as operating cash flow less capital expenditures, including costs required to be capitalized for software development, capital expenditures for property and equipment, and less cash outflows, net of insurance, related to the Security Incident. Blackbaud believes non-GAAP free cash flow and non-GAAP adjusted free cash flow provide 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.
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In addition, Blackbaud uses non-GAAP organic revenue growth, non-GAAP organic revenue growth on a constant currency basis and non-GAAP organic recurring revenue growth, in analyzing its operating performance. Blackbaud believes that these non-GAAP measures are useful to investors, as a supplement to GAAP measures, for evaluating the periodic growth of its business on a consistent basis. Each of these measures excludes incremental acquisition-related revenue attributable to companies acquired in the current fiscal year. For companies acquired in the immediately preceding fiscal year, each of these 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 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. Blackbaud believes this presentation provides a more comparable representation of its current business’ organic revenue growth and revenue run-rate.
Rule of 40 is defined 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; depreciation; amortization of intangible assets from business combinations; amortization of software development costs; acquisition-related deferred revenue write-down; stock-based compensation; acquisition-related integration costs; acquisition-related expenses; employee severance; restructuring and other real estate activities; and costs, net of insurance, related to the Security Incident.
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Blackbaud, Inc.
Consolidated Balance Sheets
(Unaudited)
| (dollars in thousands) | December 31, 2021 | December 31, 2020 | ||||||
| Assets | ||||||||
| Current assets: | ||||||||
| Cash and cash equivalents | $ | 55,146 | $ | 35,750 | ||||
| Restricted cash | 596,616 | 609,219 | ||||||
Accounts receivable, net of allowance of $11,155 and $10,292 at December 31, 2021 and December 31, 2020, respectively | 102,726 | 95,404 | ||||||
| Customer funds receivable | 977 | 321 | ||||||
| Prepaid expenses and other current assets | 95,506 | 78,366 | ||||||
| Total current assets | 850,971 | 819,060 | ||||||
| Property and equipment, net | 111,428 | 105,177 | ||||||
| Operating lease right-of-use assets | 53,883 | 22,671 | ||||||
| Software development costs, net | 121,377 | 111,827 | ||||||
| Goodwill | 1,076,482 | 635,854 | ||||||
| Intangible assets, net | 673,952 | 277,506 | ||||||
| Other assets | 77,266 | 72,639 | ||||||
| Total assets | $ | 2,965,359 | $ | 2,044,734 | ||||
| Liabilities and stockholders’ equity | ||||||||
| Current liabilities: | ||||||||
| Trade accounts payable | $ | 22,067 | $ | 27,836 | ||||
| Accrued expenses and other current liabilities | 100,096 | 52,228 | ||||||
| Due to customers | 594,273 | 608,264 | ||||||
| Debt, current portion | 18,697 | 12,840 | ||||||
| Deferred revenue, current portion | 374,499 | 312,236 | ||||||
| Total current liabilities | 1,109,632 | 1,013,404 | ||||||
| Debt, net of current portion | 937,483 | 518,193 | ||||||
| Deferred tax liability | 142,207 | 54,086 | ||||||
| Deferred revenue, net of current portion | 4,247 | 4,678 | ||||||
| Operating lease liabilities, net of current portion | 53,386 | 17,357 | ||||||
| Other liabilities | 1,344 | 10,866 | ||||||
| Total liabilities | 2,248,299 | 1,618,584 | ||||||
| Commitments and contingencies | ||||||||
| Stockholders’ equity: | ||||||||
Preferred stock; 20,000,000 shares authorized, none outstanding | — | — | ||||||
Common stock, $0.001 par value; 180,000,000 shares authorized, 66,165,666 and 60,904,638 shares issued at December 31, 2021 and December 31, 2020, respectively | 66 | 61 | ||||||
| Additional paid-in capital | 968,927 | 544,963 | ||||||
Treasury stock, at cost; 14,182,805 and 12,054,268 shares at December 31, 2021 and December 31, 2020, respectively | (500,911) | (353,091) | ||||||
| Accumulated other comprehensive income (loss) | 6,522 | (2,497) | ||||||
| Retained earnings | 242,456 | 236,714 | ||||||
| Total stockholders’ equity | 717,060 | 426,150 | ||||||
| Total liabilities and stockholders’ equity | $ | 2,965,359 | $ | 2,044,734 | ||||
The fair values assigned to the assets acquired and liabilities assumed in our acquisition of EVERFI are based on our best estimates and assumptions and are considered preliminary pending finalization. The estimates and assumptions are subject to change as we obtain additional information during the measurement period, which may be up to one year from the acquisition date. The assets and liabilities, pending finalization, include the valuation of intangible assets as well as the assumed deferred income tax balances.
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Blackbaud, Inc.
Consolidated Statements of Comprehensive Income
(Unaudited)
| (dollars in thousands, except per share amounts) | Three months ended December 31, | Years ended December 31, | |||||||||||||||
| 2021 | 2020 | 2021 | 2020 | ||||||||||||||
| Revenue | |||||||||||||||||
| Recurring | $ | 238,584 | $ | 229,516 | $ | 880,850 | $ | 850,745 | |||||||||
| One-time services and other | 9,307 | 13,090 | 46,890 | 62,474 | |||||||||||||
| Total revenue | 247,891 | 242,606 | 927,740 | 913,219 | |||||||||||||
| Cost of revenue | |||||||||||||||||
| Cost of recurring | 111,680 | 104,509 | 390,803 | 369,681 | |||||||||||||
| Cost of one-time services and other | 12,379 | 15,067 | 52,392 | 58,384 | |||||||||||||
| Total cost of revenue | 124,059 | 119,576 | 443,195 | 428,065 | |||||||||||||
| Gross profit | 123,832 | 123,030 | 484,545 | 485,154 | |||||||||||||
| Operating expenses | |||||||||||||||||
| Sales, marketing and customer success | 47,366 | 50,613 | 186,314 | 209,762 | |||||||||||||
| Research and development | 33,606 | 27,491 | 124,573 | 100,146 | |||||||||||||
| General and administrative | 48,934 | 45,023 | 146,262 | 134,852 | |||||||||||||
| Amortization | 553 | 696 | 2,227 | 2,915 | |||||||||||||
| Restructuring | — | 57 | 263 | 236 | |||||||||||||
| Total operating expenses | 130,459 | 123,880 | 459,639 | 447,911 | |||||||||||||
| Income from operations | (6,627) | (850) | 24,906 | 37,243 | |||||||||||||
| Interest expense | (3,832) | (5,238) | (18,003) | (17,287) | |||||||||||||
| Other (expense) income, net | (159) | (584) | 180 | 1,658 | |||||||||||||
| (Loss) income before (benefit) provision for income taxes | (10,618) | (6,672) | 7,083 | 21,614 | |||||||||||||
| Income tax (benefit) provision | (3,561) | 6,949 | 1,385 | 13,897 | |||||||||||||
| Net (loss) income | $ | (7,057) | $ | (13,621) | $ | 5,698 | $ | 7,717 | |||||||||
| (Loss) earnings per share | |||||||||||||||||
| Basic | $ | (0.15) | $ | (0.28) | $ | 0.12 | $ | 0.16 | |||||||||
| Diluted | $ | (0.15) | $ | (0.28) | $ | 0.12 | $ | 0.16 | |||||||||
| Common shares and equivalents outstanding | |||||||||||||||||
| Basic weighted average shares | 46,989,624 | 48,190,388 | 47,412,306 | 48,184,714 | |||||||||||||
| Diluted weighted average shares | 46,989,624 | 48,190,388 | 48,230,438 | 48,696,341 | |||||||||||||
| Other comprehensive income | |||||||||||||||||
| Foreign currency translation adjustment | (399) | 6,525 | 661 | 4,571 | |||||||||||||
| Unrealized gain (loss) on derivative instruments, net of tax | 3,602 | (150) | 8,358 | (1,778) | |||||||||||||
| Total other comprehensive income | 3,203 | 6,375 | 9,019 | 2,793 | |||||||||||||
| Comprehensive (loss) income | $ | (3,854) | $ | (7,246) | $ | 14,717 | $ | 10,510 | |||||||||
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Blackbaud, Inc.
Consolidated Statements of Cash Flows
(Unaudited)
| Years ended December 31, | ||||||||
| (dollars in thousands) | 2021 | 2020 | ||||||
| Cash flows from operating activities | ||||||||
| Net income | $ | 5,698 | $ | 7,717 | ||||
| Adjustments to reconcile net income to net cash provided by operating activities: | ||||||||
| Depreciation and amortization | 82,410 | 92,735 | ||||||
| Provision for credit losses and sales returns | 11,450 | 13,230 | ||||||
| Stock-based compensation expense | 120,379 | 87,257 | ||||||
| Deferred taxes | (2,429) | 8,837 | ||||||
| Amortization of deferred financing costs and discount | 1,570 | 781 | ||||||
| Other non-cash adjustments | 10,490 | 2,958 | ||||||
| Changes in operating assets and liabilities, net of acquisition and disposal of businesses: | ||||||||
| Accounts receivable | (6,525) | (18,414) | ||||||
| Prepaid expenses and other assets | (2,048) | 22,568 | ||||||
| Trade accounts payable | (9,670) | (19,997) | ||||||
| Accrued expenses and other liabilities | (8,190) | (49,232) | ||||||
| Deferred revenue | 10,526 | (485) | ||||||
| Net cash provided by operating activities | 213,661 | 147,955 | ||||||
| Cash flows from investing activities | ||||||||
| Purchase of property and equipment | (11,664) | (29,690) | ||||||
| Capitalized software development costs | (40,489) | (42,157) | ||||||
| Purchase of net assets of acquired companies, net of cash and restricted cash acquired | (419,120) | — | ||||||
| Net cash used in investing activities | (471,273) | (71,847) | ||||||
| Cash flows from financing activities | ||||||||
| Proceeds from issuance of debt | 582,200 | 748,500 | ||||||
| Payments on debt | (152,971) | (747,563) | ||||||
| Debt issuance costs | (3,106) | (4,586) | ||||||
| Employee taxes paid for withheld shares upon equity award settlement | (39,404) | (21,425) | ||||||
| Proceeds from exercise of stock options | — | 4 | ||||||
| Change in due to customers | (13,464) | 61,214 | ||||||
| Change in customer funds receivable | (731) | 138 | ||||||
| Purchase of treasury stock | (108,416) | (41,001) | ||||||
| Dividend payments to stockholders | — | (5,960) | ||||||
| Net cash provided by (used in) financing activities | 264,108 | (10,679) | ||||||
| Effect of exchange rate on cash, cash equivalents and restricted cash | 297 | 2,245 | ||||||
| Net increase in cash, cash equivalents and restricted cash | 6,793 | 67,674 | ||||||
| Cash, cash equivalents and restricted cash, beginning of year | 644,969 | 577,295 | ||||||
| Cash, cash equivalents and restricted cash, end of year | $ | 651,762 | $ | 644,969 | ||||
The following table provides a reconciliation of cash and cash equivalents and restricted cash reported within the consolidated balance sheets that sum to the total of the same such amounts shown above in the consolidated statements of cash flows:
| (dollars in thousands) | December 31, 2021 | December 31, 2020 | ||||||
| Cash and cash equivalents | $ | 55,146 | $ | 35,750 | ||||
| Restricted cash | 596,616 | 609,219 | ||||||
| Total cash, cash equivalents and restricted cash in the statement of cash flows | $ | 651,762 | $ | 644,969 | ||||
9
Blackbaud, Inc.
Reconciliation of GAAP to Non-GAAP Financial Measures
(Unaudited)
| (dollars in thousands, except per share amounts) | Three months ended December 31, | Years ended December 31, | |||||||||||||||
| 2021 | 2020 | 2021 | 2020 | ||||||||||||||
| GAAP Revenue | $ | 247,891 | $ | 242,606 | $ | 927,740 | $ | 913,219 | |||||||||
| GAAP gross profit | $ | 123,832 | $ | 123,030 | $ | 484,545 | $ | 485,154 | |||||||||
| GAAP gross margin | 50.0 | % | 50.7 | % | 52.2 | % | 53.1 | % | |||||||||
| Non-GAAP adjustments: | |||||||||||||||||
| Add: Stock-based compensation expense | 5,094 | 6,251 | 19,952 | 13,374 | |||||||||||||
| Add: Amortization of intangibles from business combinations | 8,209 | 9,133 | 34,812 | 38,968 | |||||||||||||
| Add: Employee severance | — | 94 | 29 | 907 | |||||||||||||
| Subtotal | 13,303 | 15,478 | 54,793 | 53,249 | |||||||||||||
| Non-GAAP gross profit | $ | 137,135 | $ | 138,508 | $ | 539,338 | $ | 538,403 | |||||||||
| Non-GAAP gross margin | 55.3 | % | 57.1 | % | 58.1 | % | 59.0 | % | |||||||||
| GAAP (loss) income from operations | $ | (6,627) | $ | (850) | $ | 24,906 | $ | 37,243 | |||||||||
| GAAP operating margin | (2.7) | % | (0.4) | % | 2.7 | % | 4.1 | % | |||||||||
| Non-GAAP adjustments: | |||||||||||||||||
| Add: Stock-based compensation expense | 30,899 | 32,701 | 120,379 | 87,257 | |||||||||||||
| Add: Amortization of intangibles from business combinations | 8,762 | 9,829 | 37,039 | 41,883 | |||||||||||||
| Add: Employee severance | — | 282 | 1,510 | 4,875 | |||||||||||||
| Add: Acquisition-related integration costs | (9) | (16) | (124) | (134) | |||||||||||||
| Add: Acquisition-related expenses | 2,982 | 65 | 3,178 | 353 | |||||||||||||
| Add: Restructuring and other real estate activities | 12,515 | 16,273 | 12,102 | 23,290 | |||||||||||||
Add: Security Incident-related costs, net of insurance(1) | 493 | — | 1,814 | — | |||||||||||||
| Subtotal | 55,642 | 59,134 | 175,898 | 157,524 | |||||||||||||
| Non-GAAP income from operations | $ | 49,015 | $ | 58,284 | $ | 200,804 | $ | 194,767 | |||||||||
| Non-GAAP operating margin | 19.8 | % | 24.0 | % | 21.6 | % | 21.3 | % | |||||||||
| GAAP (loss) income before (benefit) provision for income taxes | $ | (10,618) | $ | (6,672) | $ | 7,083 | $ | 21,614 | |||||||||
| GAAP net (loss) income | $ | (7,057) | $ | (13,621) | $ | 5,698 | $ | 7,717 | |||||||||
| Shares used in computing GAAP diluted (loss) earnings per share | 46,989,624 | 48,190,388 | 48,230,438 | 48,696,341 | |||||||||||||
| GAAP diluted (loss) earnings per share | $ | (0.15) | $ | (0.28) | $ | 0.12 | $ | 0.16 | |||||||||
| Non-GAAP adjustments: | |||||||||||||||||
| Add: GAAP income tax (benefit) provision | (3,561) | 6,949 | 1,385 | 13,897 | |||||||||||||
| Add: Total non-GAAP adjustments affecting income from operations | 55,642 | 59,134 | 175,898 | 157,524 | |||||||||||||
| Non-GAAP income before provision for income taxes | 45,024 | 52,462 | 182,981 | 179,138 | |||||||||||||
Assumed non-GAAP income tax provision(2) | 9,005 | 10,492 | 36,597 | 35,827 | |||||||||||||
| Non-GAAP net income | $ | 36,019 | $ | 41,970 | $ | 146,384 | $ | 143,311 | |||||||||
| Shares used in computing non-GAAP diluted earnings per share | 48,106,044 | 49,097,084 | 48,230,438 | 48,696,341 | |||||||||||||
| Non-GAAP diluted earnings per share | $ | 0.75 | $ | 0.85 | $ | 3.04 | $ | 2.94 | |||||||||
(1)Includes Security Incident-related costs incurred during the twelve months ended December 31, 2021 of $40.6 million, net of probable insurance recoveries during the same period of $38.7 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.
(2)Blackbaud applies a non-GAAP effective tax rate of 20.0% when calculating non-GAAP net income and non-GAAP diluted earnings per share.
10
Blackbaud, Inc.
Reconciliation of GAAP to Non-GAAP Financial Measures (continued)
(Unaudited)
| (dollars in thousands) | Three months ended December 31, | Years ended December 31, | |||||||||||||||
| 2021 | 2020 | 2021 | 2020 | ||||||||||||||
| GAAP revenue | $ | 247,891 | $ | 242,606 | $ | 927,740 | $ | 913,219 | |||||||||
| GAAP revenue growth | 2.2 | % | 1.6 | % | |||||||||||||
Add: Non-GAAP acquisition-related revenue(1) | — | — | — | — | |||||||||||||
Non-GAAP organic revenue(2) | $ | 247,891 | $ | 242,606 | $ | 927,740 | $ | 913,219 | |||||||||
| Non-GAAP organic revenue growth | 2.2 | % | 1.6 | % | |||||||||||||
Non-GAAP organic revenue(2) | $ | 247,891 | $ | 242,606 | $ | 927,740 | $ | 913,219 | |||||||||
Foreign currency impact on non-GAAP organic revenue(3) | (770) | — | (9,162) | — | |||||||||||||
Non-GAAP organic revenue on constant currency basis(3) | $ | 247,121 | $ | 242,606 | $ | 918,578 | $ | 913,219 | |||||||||
| Non-GAAP organic revenue growth on constant currency basis | 1.9 | % | 0.6 | % | |||||||||||||
| GAAP recurring revenue | $ | 238,584 | $ | 229,516 | $ | 880,850 | $ | 850,745 | |||||||||
| GAAP recurring revenue growth | 4.0 | % | 3.5 | % | |||||||||||||
Add: Non-GAAP acquisition-related revenue(1) | — | — | — | — | |||||||||||||
| Non-GAAP organic recurring revenue | $ | 238,584 | $ | 229,516 | $ | 880,850 | $ | 850,745 | |||||||||
| Non-GAAP organic recurring revenue growth | 4.0 | % | 3.5 | % | |||||||||||||
(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 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 may 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.
(3)To determine non-GAAP organic 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.
11
Blackbaud, Inc.
Reconciliation of GAAP to Non-GAAP Financial Measures (continued)
(Unaudited)
| (dollars in thousands) | Three months ended December 31, | Years ended December 31, | |||||||||||||||
| 2021 | 2020 | 2021 | 2020 | ||||||||||||||
| GAAP net income | $ | (7,057) | $ | (13,621) | $ | 5,698 | $ | 7,717 | |||||||||
| Non-GAAP adjustments: | |||||||||||||||||
| Add: Interest, net | 3,751 | 4,976 | 17,611 | 15,627 | |||||||||||||
| Add: GAAP income tax (benefit) provision | (3,561) | 6,949 | 1,385 | 13,897 | |||||||||||||
Add: Depreciation(1) | 3,200 | 3,731 | 12,686 | 14,589 | |||||||||||||
| Add: Amortization of intangibles from business combinations | 8,762 | 9,829 | 37,039 | 41,883 | |||||||||||||
Add: Amortization of software development costs(2) | 8,743 | 7,712 | 32,811 | 32,540 | |||||||||||||
| Subtotal | 20,895 | 33,197 | 101,532 | 118,536 | |||||||||||||
| Non-GAAP EBITDA | $ | 13,838 | $ | 19,576 | $ | 107,230 | $ | 126,253 | |||||||||
| Non-GAAP EBITDA margin | 5.6 | % | 11.6 | % | |||||||||||||
| Non-GAAP adjustments: | |||||||||||||||||
| Add: Stock-based compensation expense | 30,899 | 32,701 | 120,379 | 87,257 | |||||||||||||
| Add: Employee severance | — | 282 | 1,510 | 4,875 | |||||||||||||
| Add: Acquisition-related integration costs | (9) | (16) | (124) | (134) | |||||||||||||
| Add: Acquisition-related expenses | 2,982 | 65 | 3,178 | 353 | |||||||||||||
| Add: Restructuring and other real estate activities | 12,515 | 16,273 | 12,102 | 23,290 | |||||||||||||
Add: Security Incident-related costs, net of insurance(3) | 493 | — | 1,814 | — | |||||||||||||
| Subtotal | 46,880 | 49,305 | 138,859 | 115,641 | |||||||||||||
| Non-GAAP adjusted EBITDA | $ | 60,718 | $ | 68,881 | $ | 246,089 | $ | 241,894 | |||||||||
| Non-GAAP adjusted EBITDA margin | 24.5 | % | 26.5 | % | |||||||||||||
Rule of 40(4) | 26.7 | % | 28.1 | % | |||||||||||||
| Non-GAAP adjusted EBITDA | 60,718 | 68,881 | 246,089 | 241,894 | |||||||||||||
Foreign currency impact on Non-GAAP adjusted EBITDA(5) | (294) | (111) | (3,622) | 716 | |||||||||||||
Non-GAAP adjusted EBITDA on constant currency basis(5) | $ | 60,424 | $ | 68,770 | $ | 242,467 | $ | 242,610 | |||||||||
| Non-GAAP adjusted EBITDA margin on constant currency basis | 24.5 | % | 26.4 | % | |||||||||||||
Rule of 40 on constant currency basis(6) | 26.4 | % | 27.0 | % | |||||||||||||
(1)During the third quarter of 2020 and the fourth quarter of 2021, we reduced the estimated useful lives of our operating lease right-of-use assets for certain of our office locations we expected to exit. For these same office locations, we also reduced the estimated useful lives of certain facilities-related fixed assets, which resulted in increases in depreciation expense. The accelerated portions of the fixed asset depreciation expense related to these activities of $1.7 million and $3.2 million for the three months ended December 31, 2021 and 2020, respectively, and $1.7 million and $4.6 million for the twelve months ended December 31, 2021 and 2020, respectively, was presented in the "Restructuring and other real estate activities" line of the reconciliation of GAAP to non-GAAP financial measures. Total depreciation expense was $4.9 million and $6.9 million, for the three months ended December 31, 2021 and 2020, respectively, and $14.4 million and $19.2 million for the twelve months ended December 31, 2021 and 2020, respectively.
(2)Includes amortization expense related to software development costs and amortization expense from capitalized cloud computing implementation costs.
(3)Includes Security Incident-related costs incurred, net of probable insurance recoveries. See additional details in the reconciliation of GAAP to Non-GAAP operating income above.
(4)Measured by non-GAAP organic revenue growth plus non-GAAP adjusted EBITDA margin. See Non-GAAP organic revenue growth table above.
(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.
12
Blackbaud, Inc.
Reconciliation of GAAP to Non-GAAP Financial Measures (continued)
(Unaudited)
| (dollars in thousands) | Years ended December 31, | |||||||
| 2021 | 2020 | |||||||
| GAAP net cash provided by operating activities | $ | 213,661 | $ | 147,955 | ||||
| Less: purchase of property and equipment | (11,664) | (29,690) | ||||||
| Less: capitalized software development costs | (40,489) | (42,157) | ||||||
| Non-GAAP free cash flow | $ | 161,508 | $ | 76,108 | ||||
13