0001280058-23-000006 | 10-K | XBRL Viewer

Debt

12 Months Ended

Dec. 31, 2022


9. Debt

The following table summarizes our debt balances and the related weighted average effective interest rates, which includes the effect of interest rate swap agreements.


	Debt balance at				Weighted average effective interest rate at
(dollars in thousands)	December 31, 2022		December 31, 2021		December 31, 2022		December 31, 2021
Credit facility:
Revolving credit loans	$	177,800	$	260,000	5.18	%	3.27	%
Term loans	623,750		640,000		4.26	%	3.02	%
Real estate loans	58,189		59,480		5.22	%	5.22	%
Other debt	2,247		1,694		7.38	%	5.00	%
Total debt	861,986		961,174		4.52	%	3.23	%
Less: Unamortized discount and debt issuance costs	2,943		4,994
Less: Debt, current portion	18,802		18,697		6.45	%	3.11	%
Debt, net of current portion	$	840,241	$	937,483	4.48	%	3.23	%

2020 refinancing

We were previously party to a 5-year $700.0 million credit facility entered into during June 2017. The credit facility included: a dollar and a designated currency revolving credit facility with sublimits for letters of credit, swingline loans and multicurrency borrowings (the “2017 Revolving Facility”) and a term loan (the “2017 Term Loan”) together, (the “2017 Credit Facility”).

In October 2020, we entered into a 5-year $900.0 million Amended and Restated Credit Agreement (the “2020 Credit Facility”). The 2020 Credit Facility matures in October 2025 and replaced the 2017 Credit Facility by amending and restating it to include a $500.0 million revolving credit facility (the “2020 Revolving Facility”) and a $400.0 million term loan facility (the “2020 Term Loan”). Upon closing, we borrowed $400.0 million pursuant to the 2020 Term Loan and used the proceeds to repay the outstanding principal balance of the term loan under the 2017 Credit Facility, and repay $124.4 million of outstanding revolving credit loans under the 2017 Revolving Facility.

In connection with the amendment and restatement of the 2017 Credit Facility, the existing Pledge Agreement dated June 2, 2017, by us in favor of Bank of America, N.A., as administrative agent, was likewise amended and restated.

Certain lenders of the 2020 Term Loan participated in the 2017 Term Loan and the change in present value of our future cash flows to these lenders under the 2017 Term Loan and under the 2020 Term Loan was less than 10%. Accordingly, we accounted for the refinancing event as a debt modification. Certain lenders of the 2017 Term Loan did not participate in the 2020 Term Loan. Accordingly, we accounted for the refinancing event for these lenders as a debt extinguishment. Certain lenders of the 2017 Revolving Facility participated in the 2020 Revolving Facility and provided increased borrowing capacities. Accordingly, we accounted for the refinancing event for these lenders as a debt modification. Certain lenders of the 2017 Revolving Facility did not participate in the 2020 Revolving Facility. Accordingly, we accounted for the refinancing event for these lenders as a debt extinguishment.

We recorded an insignificant loss on debt extinguishment related to the write-off of debt discount and deferred financing costs for the portions of the 2017 Credit Facility considered to be extinguished. This loss was recognized in the consolidated statements of comprehensive income within other income, net.

Summary of the 2020 Credit Facility

The 2020 Revolving Facility includes (i) a $50.0 million sublimit available for the issuance of standby letters of credit, (ii) a $50.0 million sublimit available for swingline loans, and (iii) a $100.0 million sublimit available for multicurrency borrowings.

Our obligations under the 2020 Credit Facility are secured by the stock and limited liability company interests of certain of our direct subsidiaries and any of our material domestic subsidiaries, if any, and the proceeds therefrom pledged pursuant to an Amended and Restated Pledge Agreement dated as of October 30, 2020, by us in favor of Bank of America, N.A., as administrative agent, for the ratable benefit of itself and the secured parties referred to therein.

The term loan under the 2020 Credit Facility requires periodic principal payments. The balance of the term loan and any amounts drawn on the revolving credit loans are due upon maturity of the 2020 Credit Facility in October 2025. We evaluate the classification of our debt as current or non-current based on the required annual maturities of the 2020 Credit Facility. We may prepay the 2020 Credit Facility in whole or in part at any time without premium or penalty, other than customary breakage costs with respect to certain types of loans.

The 2020 Credit Facility contains various representations, warranties and affirmative, negative and financial covenants customary for financings of this type. Financial covenants include a net leverage ratio and an interest coverage ratio. At December 31, 2022, we were in compliance with our debt covenants under the 2020 Credit Facility.

Under the terms of the 2020 Credit Facility, we are entitled on one or more occasions, subject to the satisfaction of certain conditions, to request an increase in the commitments under the Revolving Credit Facility and/or request additional incremental term loans in the aggregate principal amount of up to $250.0 million plus an amount, if any, such that the net leverage ratio shall be no greater than 3.25 to 1.00. At December 31, 2022, our available borrowing capacity under the 2020 Credit Facility was $319.8 million.

First Amendment to 2020 Credit Facility

On January 31, 2022, we entered into the First Amendment to Credit Agreement (the “Amendment”). The Amendment amended the 2020 Credit Facility to, among other things, (i) modify the definition of “Applicable Margin”, (ii) modify the net leverage ratio financial covenant to require a net leverage ratio of (A) 4.00:1.00 or less for the fiscal quarter ended December 31, 2021 and for fiscal quarters ending thereafter through December 31, 2023 and (B) 3.75:1.00 or less for the fiscal quarters ending March 31, 2024 and thereafter, (iii) reset the $250.0 million fixed dollar basket with respect to the accordion feature and (iv) modify certain negative covenants to provide additional operational flexibility.

LIBOR Transition Amendment

On August 26, 2022, we entered into a LIBOR Transition Amendment (the "LIBOR Amendment"). The LIBOR Amendment amended the 2020 Credit Facility, as previously amended, to change the interest rate benchmark from LIBOR to SOFR (as defined therein). The LIBOR Amendment did not change any terms of the 2020 Credit Facility unrelated to reference rate reform.

After giving effect to both the First Amendment and the LIBOR Transition Amendment, dollar denominated loans under the 2020 Revolving Facility and the 2020 Term Loan bear interest based on, at our election, either (a) the Base Rate (as defined below) or (b) Term SOFR (as defined below), in each case, plus an applicable margin. "Base Rate" is defined as a rate per annum equal to the highest of (i) the Federal Funds Rate plus 0.50%, (ii) the prime rate announced by Bank of America, N.A., and (iii) Term SOFR plus 1.00%. "Term SOFR" is defined as a rate per annum equal to the forward-looking term rate based on the secured overnight financing rate plus a credit sensitive adjustment of 0.11448% for a one month tenor, 0.26161% for a three month tenor or 0.42826% for a six month tenor, as applicable, in each case, per annum. The applicable margin is adjusted quarterly based on our net leverage ratio and ranges from 0.375% to 1.50% for Base Rate loans and 1.375% to 2.50% for Term SOFR loans, in each case, per annum.

Sterling denominated loans under the 2020 Revolving Facility bear interest based on SONIA plus an applicable margin. "SONIA" is defined as a rate per annum equal to the Sterling Overnight Index Average Reference Rate published on the fifth Business Day preceding such date on the applicable Reuters screen page plus a credit sensitive adjustment of 0.0326% per annum. The applicable margin is adjusted quarterly based on our net leverage ratio and ranges from 1.375% to 2.50% per annum.

We also pay a quarterly commitment fee on the unused portion of the 2020 Revolving Facility from 0.250% to 0.50% per annum, depending on our net leverage ratio.

At December 31, 2022, the applicable margin for Term SOFR, SONIA and other Eurocurrency Rate loans under the 2020 Credit Facility was 2.125% and the commitment fee applicable to the 2020 Revolving Facility was 0.375%.

First Incremental Term Loan

On December 31, 2021, we entered into the First Incremental Term Loan Agreement (the "Incremental Amendment"). The Incremental Amendment amends the 2020 Credit Facility and, among other things, provides for a $250.0 million incremental term loan (the “2021 Incremental Term Loan”).

The 2021 Incremental Term Loan bears interest based on, at our election, either (a) the Base Rate (2021 Incremental) (as defined below), (b) Daily SOFR Rate (as defined below) or (c) Term SOFR (2021 Incremental) (as defined below), in each case, plus an applicable margin. "Base Rate (2021 Incremental)" is defined as a rate per annum equal to the highest of (i) the Federal Funds Rate plus 0.50%, (ii) the prime rate announced by Bank of America, N.A., and (iii) Daily SOFR Rate plus 1.00%. “Daily SOFR Rate” is defined as a rate per annum equal to secured overnight financing rate plus a credit sensitive adjustment of 0.10%. "Term SOFR (2021 Incremental)" is defined as a rate per annum equal to the forward-looking term rate based on the secured overnight financing rate plus a credit sensitive adjustment of 0.10% for a one month tenor, 0.15% for a three month tenor or 0.25% for a six month tenor, as applicable, in each case, per annum. The applicable margin is adjusted quarterly based on our net leverage ratio and ranges from 0.375% to 1.50% for Base Rate (2021 Incremental) loans and 1.375% to 2.50% for Daily SOFR Rate loans and Term SOFR (2021 Incremental) loans, in each case, per annum. The 2021 Incremental Term Loan matures in October 2025, which is the maturity date of the existing term loan under the 2020 Credit Facility, and is otherwise subject to substantially the same terms and conditions as the existing term loan under the 2020 Credit Facility.

Financing costs

In connection with our entry into the 2020 Credit Facility, we paid $4.0 million in financing costs, of which $1.2 million were capitalized in other assets and, together with a portion of the unamortized deferred financing costs from the 2017 Credit Facility and prior facilities, are being amortized into interest expense over the term of the new facility. We recorded aggregate financing costs of $2.0 million as a direct deduction from the carrying amount of our debt liability, which related to debt discount (fees paid to lenders) and debt issuance costs for the 2020 Term Loan.

In connection with our entry into the 2021 Incremental Term Loan, we paid $3.1 million in financing costs which were recorded as a direct deduction from the carrying amount of our debt liability.

As of December 31, 2022, deferred financing costs totaling $0.9 million were included in other assets on our consolidated balance sheets.

Financing for EVERFI acquisition

On December 31, 2021, we acquired EVERFI for approximately $441.8 million in cash consideration and 3,810,888 shares of the company's common stock, valued at approximately $301.0 million, for an aggregate purchase price of approximately $742.8 million, net of closing adjustments. We financed the cash consideration and related expenses through cash on hand and new borrowings under the 2020 Credit Facility, including $250.0 million under the First Incremental Term Loan (as defined above).

Real estate loans

In August 2020, we completed the purchase of our global headquarters facility. As part of the purchase price, we assumed the Seller’s obligations under (i) a 5.12% Senior Secured Note, Series A1, in the outstanding principal amount of $49.1 million, dated May 2, 2018, and (ii) a 5.61% Senior Secured Note, Series A2, in the outstanding principal amount of $12.0 million, dated May 2, 2018, or an aggregate outstanding principal amount of $61.1 million (collectively, the “Real Estate Loans”). The Series A1 Note provides that we will pay the remaining principal amount due thereunder together with interest thereon at the rate indicated above, in monthly installments until it matures in April 2038. The Series A2 Note provides that we pay interest only in monthly installments at the rate indicated above with the principal amount due at maturity in April 2038. The Real Estate Loans are secured by a first priority lien on the real property constituting the global headquarters facility. Our assumption of the Real Estate Loans was a noncash investing and financing transaction and is reflected in our supplemental disclosure of cash flow information. At December 31, 2022, we were in compliance with our debt covenants under the Real Estate Loans.

Other debt

From time to time, we enter into third-party financing agreements for purchases of software and related services for our internal use. Generally, the agreements are non-interest-bearing notes requiring annual payments. Interest associated with the notes is imputed at the rate we would incur for amounts borrowed under our then-existing credit facility at the inception of the notes. Our assumption of these loans are noncash financing transactions and are reflected in our supplemental disclosure of cash flow information.

The following table summarizes our currently effective financing agreements as of December 31, 2022:


(dollars in thousands)	Term in Months	Number of Annual Payments	First Annual Payment Due	Original Loan Value
Effective dates of agreements:
December 2019	51	4	January 2020	$	2,150
December 2022	39	3	January 2023	1,710

As of December 31, 2022, the required annual maturities related to the 2020 Credit Facility, the Real Estate Loans and our other debt were as follows:


Years ending December 31, (dollars in thousands)	Annual maturities
2023	$	18,802
2024	18,429
2025	771,403
2026	1,969
2027	2,166
Thereafter	49,217
Total required maturities	$	861,986

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

+ References

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+ Details

Basis of Presentation (Policy)

12 Months Ended

Dec. 31, 2022

Accounting Policies [Abstract]

Basis of presentation

The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”).

Basis of consolidation

The consolidated financial statements include the accounts of Blackbaud, Inc. and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.

Use of estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, as well as the reported amounts of revenues and expenses during the reporting periods. On an ongoing basis, we reconsider and evaluate our estimates and assumptions, including those that impact revenue recognition, long-lived and intangible assets, income taxes, business combinations, stock-based compensation, capitalization of software development costs, our allowances for credit losses and sales returns, costs of obtaining contracts, valuation of derivative instruments, loss contingencies and insurance recoveries, among others. Changes in the facts or circumstances underlying these estimates could result in material changes and actual results could materially differ from these estimates.

Recently adopted accounting pronouncements

In March 2020, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting ("ASU 2020-04"). This update provides for optional financial reporting alternatives to reduce cost and complexity associated with accounting for contracts, hedging relationships, and other transactions affected by reference rate reform. This update applies only to contracts, hedging relationships, and other transactions that reference the London Interbank Offer Rate ("LIBOR") or other reference rates expected to be discontinued because of reference rate reform. The accommodations are available for all entities through December 31, 2022, with early adoption permitted. We adopted ASU 2020-04 prospectively as of July 1, 2022, and the adoption did not have a material impact on our consolidated financial statements.

Revenue recognition

Our revenue is primarily generated from the following sources: (i) charging for the use of our software solutions in cloud and hosted environments; (ii) providing payment and transaction services; (iii) providing software maintenance and support services; and (iv) providing professional services, including implementation, consulting, training, analytic and other services. Revenues are recognized when control of these services is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those services.

We determine revenue recognition through the following steps:

•Identification of the contract, or contracts, with a customer;

•Identification of the performance obligations in the contract;

•Determination of the transaction price;

•Allocation of the transaction price to the performance obligations in the contract; and

•Recognition of revenue when, or as, we satisfy a performance obligation.

Recurring

Recurring revenue represents stand-ready performance obligations in which we are making our solutions or services available to our customers continuously over time or the value of the contract renews. Therefore, recurring revenue is generally recognized over time on a ratable basis over the contract term, beginning on the date that the solution or service is made available to the customer. Our recurring revenue contracts are generally for a term of 3 years at contract inception with 1 to 3-year renewals thereafter, billed annually in advance and non-cancelable.

Recurring revenue is comprised of fees for the use of our subscription-based software solutions, which includes providing access to cloud solutions, hosting services, payment services, online training programs, and subscription-based analytic services, such as donor insight and data enrichment services. Recurring revenue also includes fees from maintenance services for our on-premises solutions, services included in our renewable subscription contracts, retained and managed services contracts that we expect to have a term consistent with our cloud solution contracts, and variable transaction revenue associated with the use of our solutions.

Our payment services are offered with the assistance of third-party vendors. In general, when we are the principal in a transaction based on the factors identified in ASC 606-10-55-36 through 55-40, we record the revenue and related costs on a gross basis. Otherwise, we net the cost of revenue associated with the service against the gross revenue (amount withheld for the transaction fees) and record the net amount as revenue. For payment and transaction services, we have the right to invoice the customer in an amount that directly corresponds with the value to the customer of our performance to date. Therefore, we recognize revenue for these services over time based on the amount we withhold for the transaction fees in accordance with the 'as invoiced' practical expedient in ASC 606-10-55-18.

One-time services and other

One-time services and other revenue is primarily comprised of fees for one-time consulting, analytic and onsite training services and fees for retained and managed services contracts that we do not expect to have a term consistent with our cloud solution contracts.

We generally bill consulting services based on hourly rates plus reimbursable travel-related expenses. Fixed price consulting engagements are generally billed as milestones towards completion are reached. Revenue for one-time consulting services is generally recognized over time as the services are performed.

Fees for retained and managed services contracts are generally billed in advance and recognized over time on a ratable basis over the contract term, beginning on the date the service is made available to the customer.

Contracts with multiple performance obligations

Some of our contracts with customers contain multiple performance obligations. For these contracts, we account for individual performance obligations separately if they are distinct. The transaction price is allocated to the separate performance obligations on a relative standalone selling price basis. Standalone selling prices of our solutions and services are typically estimated based on observable transactions when the solutions or services are sold on a standalone basis.

Costs of obtaining contracts, contract assets and deferred revenue

We pay sales commissions at the time contracts with customers are signed or shortly thereafter, depending on the size and duration of the sales contract. Sales commissions and related fringe benefits earned by our sales force are considered incremental and recoverable costs of obtaining a contract with a customer. These costs are deferred and then amortized in a manner that aligns with the expected period of benefit, which we have primarily determined to be 5 years. We determined the period of benefit by taking into consideration our customer contracts, including renewals, retention, our technology and other factors. We generally do not pay commissions for contract renewals that are commensurate with the commission paid on the initial contract. The related amortization expense is included in sales, marketing and customer success expense in our consolidated statements of comprehensive income.

A contract asset is recorded when revenue is recognized in advance of our right to receive consideration (i.e., we must satisfy additional performance obligations in order to receive consideration). Amounts are recorded as receivables when our right to consideration is unconditional (i.e., only the passage of time is required before payment of the consideration is due). Our contract assets are recorded within prepaid expenses and other current assets on our consolidated balance sheets. To the extent that our customers are billed for our solutions and services in advance of us satisfying the related performance obligations, we record such amounts in deferred revenue.

Sales taxes

We present sales taxes and other taxes collected from customers and remitted to governmental authorities on a net basis and, as such, exclude them from revenues.

Fair value measurements

We measure certain financial assets and liabilities at fair value on a recurring basis, including derivative instruments. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the measurement date. An active market is defined as a market in which transactions for the asset or liability take place with sufficient frequency and volume to provide pricing information on an ongoing basis. We use a three-tier fair value hierarchy to measure fair value. This hierarchy prioritizes the inputs into three broad levels as follows:

•Level 1 - Quoted prices for identical assets or liabilities in active markets;

•Level 2 - Quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets in markets that are not active, and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets; and

•Level 3 - Valuations derived from valuation techniques in which one or more significant inputs are unobservable.

Our financial assets and liabilities are classified in their entirety within the hierarchy based on the lowest level of input that is significant to fair value measurement. Changes to a financial asset's or liability's level within the fair value hierarchy are determined as of the end of a reporting period. All methods of assessing fair value result in a general approximation of value, and such value may never actually be realized.

Derivative instruments

We generally use derivative instruments to manage interest rate and foreign currency exchange risk. We view derivative instruments as risk management tools and do not use them for trading or speculative purposes. Our policy requires that derivatives used for hedging purposes be designated and effective as a hedge of the identified risk exposure at the inception of the contract. Accordingly, changes in fair value of the derivative contract must be highly correlated with changes in the fair value of the underlying hedged item at inception of the hedge and over the life of the hedge contract.

We record all derivative instruments on our consolidated balance sheets at fair value as either an asset or liability. If the derivative is designated as a cash flow hedge, the effective portions of the changes in fair value of the derivative are recorded in other comprehensive income and reclassified to earnings in a manner that matches the timing of the earnings impact of the hedged transactions. If the derivative is designated as a net investment hedge, the effective portions of the changes in fair value of the derivative are recorded to translation adjustment, a component of other comprehensive income, and recognized in earnings only when the hedged investment is liquidated. Ineffective portions of the changes in the fair value of cash flow hedges are recognized currently in earnings.

Cash and cash equivalents

We consider all highly liquid investments purchased with an original maturity of three months or less and cash items in transit to be cash equivalents.

Restricted cash due to customers; customer funds receivable; due to customers

Restricted cash due to customers; Customer funds receivable; Due to customers

Restricted cash due to customers consists of monies collected by us (or in transit) and payable to our customers, net of the associated transaction fees earned. Monies associated with amounts due to customers are segregated in separate bank accounts and used exclusively for the payment of amounts due to customers. This usage restriction is either legally or internally imposed and reflects our intention with regard to such deposits. Customer funds receivable consists of monies we expect to collect and remit to our customers.

Concentration of credit risk

Concentration of credit riskFinancial instruments that potentially subject us to concentrations of credit risk consist of cash and cash equivalents, restricted cash due to customers and accounts receivable. Our cash and cash equivalents and restricted cash due to customers are placed with high credit-quality financial institutions. Our accounts receivable is derived from sales to customers. With respect to accounts receivable, we perform ongoing evaluations of our customers and maintain an allowance for credit losses based on historical experience and our expectations of future credit losses.

Property and equipment

We record property and equipment assets at cost and depreciate them over their estimated useful lives using the straight-line method. Leasehold improvements are depreciated over the lesser of the term of the lease or the estimated useful life of the asset. Upon retirement or sale, the cost of assets disposed of and the related accumulated depreciation are removed from the accounts and any resulting gain or loss is credited or charged to earnings. Repair and maintenance costs are expensed as incurred.

Business combinations

We include the operating results of acquired companies as well as the net assets acquired and liabilities assumed in our consolidated financial statements from the date of acquisition. We are required to allocate the purchase price of acquired companies to the tangible and intangible assets acquired and liabilities assumed at the acquisition date based upon their estimated fair values. Goodwill as of the acquisition date represents the excess of the purchase consideration of an acquired business over the fair value of the underlying net tangible and intangible assets acquired and liabilities assumed.

We apply significant judgement in estimating the fair value of intangible assets acquired, which involves the use of significant assumptions. Significant assumptions used in the valuation of customer relationships include future revenue and operating expenses, customer attrition rates, contributory asset charges, tax amortization benefit, and discount rates. Significant assumptions used in the valuation of certain developed technology assets include future revenue, proprietary technology obsolescence curve, royalty rate, and discount rate. Significant assumptions used in the valuation of marketing assets include assumptions about the period of time the brand will continue to be valuable, royalty rate, and discount rate. Significant assumptions used in the valuation of content intangible assets include cost-based assumptions. Our estimates of fair value are based upon assumptions we believe to be reasonable, but which are inherently uncertain and unpredictable, and unanticipated events and changes in circumstances may occur.

Goodwill

Goodwill represents the purchase price in excess of the net amount assigned to assets acquired and liabilities assumed by us in a business combination. Goodwill is not amortized, but tested annually for impairment on the first day of our fourth quarter, or more frequently if indicators of potential impairment arise.

Accounting guidance permits entities to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount as a basis to determine whether it is necessary to perform the quantitative impairment test. Significant judgment is required in the assessment of qualitative factors, including but not limited to an evaluation of macroeconomic conditions as they relate to our business, industry and market trends, as well as the overall future financial performance of identified reporting units and future opportunities in the markets in which we operate.

Intangible assets

Intangible assets other than goodwill

We amortize finite-lived intangible assets over their estimated useful lives as follows.


	Basis of amortization	Amortization period (in years)
Customer relationships	Straight-line and accelerated(1)	8-17
Marketing assets	Straight-line and accelerated(1)	14-15
Developed technology	Straight-line and accelerated(1)	3-14
Content	Straight-line	9

(1)Certain of the customer relationships, marketing assets and developed technology assets are amortized on an accelerated basis.

Impairment of long-lived assets

Impairment of long-lived assetsWe review long-lived assets for impairment when events change or circumstances indicate the carrying amount may not be recoverable. Events or changes in circumstances that indicate the carrying amount may not be recoverable include, but are not limited to, a significant decrease in the market value of the business or asset acquired, a significant adverse change in the extent or manner in which the business or asset acquired is used or significant adverse change in the business climate. If such events or changes in circumstances are present, the undiscounted cash flow method is used to determine whether the asset or asset group is impaired.

Deferred financing costs

Deferred financing costs and debt discount

Deferred financing costs included in other assets represent the direct third-party costs of entering into the revolving (line-of-credit) portion of our credit facility in October 2020 and portions of the unamortized deferred financing costs from prior facilities. These costs are amortized ratably over the term of the credit facility as interest expense.

Other debt issuance costs, as well as the debt discount associated with our 2021 Incremental Term Loan (as defined below), 2020 Credit facility (as defined below) and portions of the unamortized balances from prior facilities, are recorded as a direct deduction from debt. These costs are amortized over the term of the credit facility as interest expense.

Stock-based compensation

We measure stock-based compensation cost at the grant date based on the fair value of the award and recognize it as expense over the requisite service period, which is the vesting period.

We recognize the effect of awards for which the requisite service period is not rendered when the award is forfeited (that is, we recognize the effect of forfeitures in compensation cost when they occur). Previously recognized compensation cost for an award is reversed in the period that the award is forfeited. Income tax benefits resulting from the vesting and exercise of stock-based compensation awards are recognized in the period the unit or award is vested or option or right is exercised.

Income taxes

We make estimates and judgments in accounting for income taxes. The calculation of the income tax provision requires estimates due to transactions, credits and calculations where the ultimate tax determination is uncertain. Uncertainties arise as a consequence of the actual source of taxable income between domestic and foreign locations, the outcome of tax audits and the ultimate utilization of tax credits. To the extent actual results differ from estimated amounts recorded, such differences will impact the income tax provision in the period in which the determination is made.

We make estimates in determining tax assets and liabilities, which arise from differences in the timing of recognition of revenue and expense for tax and financial statement purposes. We record valuation allowances to reduce our deferred tax assets to the amount expected to be realized. In assessing the adequacy of a recorded valuation allowance significant judgment is required. We consider all positive and negative evidence and a variety of factors including the scheduled reversal of deferred tax liabilities, historical and projected future taxable income, and prudent and feasible tax planning strategies. If we determine there is less than a 50% likelihood that we will be able to use a deferred tax asset in the future in excess of its net carrying value, then an adjustment to the deferred tax asset valuation allowance is made to increase income tax expense, thereby reducing net income in the period such determination was made.

We measure and recognize uncertain tax positions. To recognize such positions, we must first determine if it is more likely than not that the position will be sustained upon audit. We must then measure the benefit as the largest amount that is more than 50% likely of being realized upon ultimate settlement. Significant judgment is required in the identification and measurement of uncertain tax positions.

Foreign currency

Net assets recorded in a foreign currency are translated at the exchange rate on the balance sheet date. Revenue and expense items are translated using an average of monthly exchange rates. The resulting translation adjustments are recorded in accumulated other comprehensive income.

Research and development

Research and development costs are expensed as incurred except as noted below under Software and content development costs. These costs include compensation costs for engineering and product management personnel, third-party contractor expenses, software development tools and other expenses related to researching and developing new solutions or upgrading and enhancing existing solutions that do not qualify for capitalization, and allocated depreciation, facilities and IT support costs.

Software development costs, software for internal use

Software and content development costs

We incur certain costs associated with the development of internal-use software and content, which are primarily related to activities performed to develop our cloud solutions and the development of online education curriculum to be delivered on the Company's cloud platform. Internal and external costs incurred in the preliminary project stage of internal-use software development and content are expensed as incurred. Once the software or content being developed has reached the application development stage, qualifying internal costs including payroll and payroll-related costs of employees who are directly associated with and devote time to the software or content project as well as external direct costs of materials and services are capitalized. Capitalization ceases at the point at which the developed software or content is substantially complete and ready for its intended use, which is typically upon completion of all substantial testing. Qualifying costs capitalized during the application development stage include those related to specific upgrades and enhancements when it is probable that those costs incurred will result in additional functionality. Overhead costs, including general and administrative costs, as well as maintenance, training and all other costs associated with post-implementation stage activities are expensed as incurred. In addition, internal costs that cannot be reasonably separated between maintenance and relatively minor upgrades and enhancements are expensed as incurred. In certain circumstances, content development costs are considered deferred costs, when ownership of developed content belongs to the customer.

Software development costs, software to be sold

Credit losses and sales returns

Allowance for credit losses

Our accounts receivable consist of a single portfolio segment. Accounts receivable are recorded at original invoice amounts less an allowance for credit losses, an amount we estimate to be sufficient to provide adequate protection against lifetime expected losses resulting from extending credit to our customers. In judging the adequacy of the allowance for credit losses, we consider multiple factors including historical bad debt experience, the current aging of our receivables and current economic conditions that may affect our customers' ability to pay. A considerable amount of judgment is required in assessing these factors and if any receivables were to deteriorate, an additional provision for credit losses could be required. Accounts are written off after all means of collection are exhausted and recovery is considered remote. Provisions for credit losses are recorded in general and administrative expense.

Below is a summary of the changes in our allowance for credit losses.


Years ended December 31, (in thousands)	Balance at beginning of year		Provision/ adjustment		Write-off		Recovery		Balance at end of year
2022	$	9,375	$	1,281	$	(5,162)	$	528	$	6,022
2021	9,016		4,483		(4,565)		441		9,375
2020	4,011		6,787		(2,363)		581		9,016

Our allowance for credit losses decreased during the year ended December 31, 2022, primarily due to improvement in the aging of accounts receivable and write-offs during 2022 of aged receivables primarily generated during the COVID-19 pandemic. The amount of write-offs during the year ended December 31, 2021 was higher than during 2020 as we temporarily suspended sending past due customer accounts to collections during the second and third quarters of 2020 due to payment delays related to COVID-19.

Allowance for sales returns

We maintain a reserve for returns and credits which is estimated based on several factors including historical experience, known credits yet to be issued, the aging of customer accounts and the nature of service level commitments. A considerable amount of judgment is required in assessing these factors. Provisions for sales returns and credits are charged against the related revenue items.

Advertising costs

Advertising costsWe expense advertising costs as incurred

Restructuring costs

Restructuring costs include charges for the costs of exit or disposal activities. The liability for costs associated with exit or disposal activities is measured initially at fair value and only recognized when the liability is incurred.

Leases

We determine if an arrangement is a lease at inception. Operating leases are included in operating lease ROU assets, accrued expense and other current liabilities, and operating lease liabilities, net of current portion in our consolidated balance sheet as of December 31, 2022 and 2021.

ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. As most of our leases do not provide an implicit rate, we generally use our incremental borrowing rate in determining the present value of lease payments. Our incremental borrowing rate is based on the estimated rate of interest for collateralized borrowing over a similar term of the lease payments at the commencement date. We use the implicit rate when readily determinable. The operating lease ROU asset also includes any initial direct costs and lease payments made and excludes lease incentives. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Lease expense for lease payments related to our operating leases is recognized on a straight-line basis over the lease term. We have lease agreements with lease and non-lease components, which are generally accounted for separately. We do not recognize short-term leases (those that, at the commencement date, have a lease term of 12 months or less) on our consolidated balance sheets. Variable lease payments, which are primarily comprised of common-area maintenance, utilities and real estate taxes that are passed on from the lessor in proportion to the space leased by us, are recognized in operating expenses in the period in which the obligation for those payments is incurred.

Contingencies

Loss contingencies

We are subject to the possibility of various loss contingencies, including legal proceedings and claims, that arise in the normal course of business, as well as certain other non-ordinary course proceedings, claims and investigations, as described in Note 11 to these consolidated financial statements. We record an accrual for a loss contingency when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. Often these issues are subject to substantial uncertainties and, therefore, the probability of loss and the estimation of damages are difficult to ascertain. These assessments can involve a series of complex judgments about future events and can rely heavily on estimates and assumptions that have been deemed reasonable by us. Although we believe we have substantial defenses in these matters, we could incur judgments or enter into settlements of claims that could have a material adverse effect on our consolidated financial position, results of operations or cash flows in any particular period.

Earnings per share

(Loss) earnings per share

We compute basic (loss) earnings per share by dividing net (loss) income attributable to common stockholders by the weighted average number of common shares outstanding during the period. Diluted (loss) earnings per share is computed by dividing net (loss) income attributable to common stockholders by the weighted average number of common shares and dilutive potential common shares outstanding during the period. Diluted (loss) earnings per share reflect the assumed exercise, settlement and vesting of all dilutive securities using the “treasury stock method” except when the effect is anti-dilutive. Potentially dilutive securities consist of shares issuable upon the exercise of stock options and stock appreciation rights and vesting of restricted stock awards and units.

Legal contingencies

Legal proceedings

We are subject to legal proceedings and claims that arise in the ordinary course of business, as well as certain other non-ordinary course proceedings, claims and investigations, as described below. We record an accrual for a loss contingency when it is both probable that a material liability has been incurred and the amount of the loss can be reasonably estimated. If only a range of estimated losses can be determined, we accrue an amount within the range that, in our judgment, reflects the most likely outcome; if none of the estimates within that range is a better estimate than any other amount, we accrue the low end of the range. For proceedings in which an unfavorable outcome is reasonably possible but not probable and an estimate of the loss or range of losses arising from the proceeding can be made, we disclose such an estimate, if material. If such a loss or range of losses is not reasonably estimable, we disclose that fact. We review any such loss contingency accruals at least quarterly and adjust them to reflect the impacts of negotiations, settlements, rulings, advice of legal counsel and other information and events pertaining to a particular case. We recognize insurance recoveries, if any, when they are probable of receipt. All associated costs due to third-party service providers and consultants, including legal fees, are expensed as incurred.

Consolidated Financial Statement Details

12 Months Ended

Dec. 31, 2022

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Consolidated Financial Statement Details


8. Consolidated Financial Statement Details

Restricted cash


(dollars in thousands)	December 31, 2022		December 31, 2021
Restricted cash due to customers	$	700,611	$	593,296
Letters of credit for operating leases	—		2,186
Real estate escrow balances and other	1,629		1,134
Total restricted cash	$	702,240	$	596,616

Prepaid expenses and other assets


(dollars in thousands)	December 31, 2022		December 31, 2021
Costs of obtaining contracts(1)(2)	$	74,272	$	78,465
Prepaid software maintenance and subscriptions(3)	34,766		28,880
Derivative instruments	32,117		7,160
Implementation costs for cloud computing arrangements, net(4)(5)	10,189		11,892
Unbilled accounts receivable	5,775		5,443
Prepaid insurance	4,902		5,363
Taxes, prepaid and receivable	1,855		3,986
Deferred tax assets	1,153		1,546
Receivables for probable insurance recoveries(6)(7)	—		18,202
Other assets	10,929		11,835
Total prepaid expenses and other assets	175,958		172,772
Less: Long-term portion	94,304		77,266
Prepaid expenses and other current assets	$	81,654	$	95,506

(1)Amortization expense from costs of obtaining contracts was $33.6 million, $35.5 million and $37.4 million for the years ended December 31, 2022, 2021 and 2020, respectively, and is included in sales, marketing and customer success expense in our consolidated statements of comprehensive income.

(2)The current portion of costs of obtaining contracts as of December 31, 2022 and 2021 was $29.1 million and $30.2 million, respectively.

(3)The current portion of prepaid software maintenance and subscriptions as of December 31, 2022 and December 31, 2021 was $31.7 million and $24.7 million, respectively.

(4)These costs primarily relate to the multi-year implementations of our new global enterprise resource planning and customer relationship management systems.

(5)Amortization expense from capitalized cloud computing implementation costs was $2.2 million, $1.9 million and $0.8 million for the years ended December 31, 2022, 2021 and 2020, respectively. Accumulated amortization for these costs was $5.2 million and $3.0 million as of December 31, 2022 and 2021, respectively.

(6)All receivables for probable insurance recoveries were classified as current.

(7)See discussion of the Security Incident at Note 11 to these consolidated financial statements.

Accrued expenses and other liabilities


(dollars in thousands)	December 31, 2022		December 31, 2021
Accrued legal costs(1)	$	28,448	$	11,724
Taxes payable(2)	16,667		19,777
Customer credit balances	8,257		8,403
Operating lease liabilities, current portion	7,723		9,170
Accrued commissions and salaries	6,944		7,872
Accrued transaction-based costs related to payments services	5,059		5,427
Contingent consideration liability(3)	2,710		—
Accrued health care costs	2,467		3,042
Accrued vacation costs	2,156		2,234
Accrued bonuses	2,026		5,829
Unrecognized tax benefit	266		1,248
Amounts payable to former EVERFI option holders(4)	—		17,404

Other liabilities	7,573		9,310
Total accrued expenses and other liabilities	90,296		101,440
Less: Long-term portion	4,294		1,344
Accrued expenses and other current liabilities	$	86,002	$	100,096

(1)All accrued legal costs are classified as current.

(2)We deferred payments of the employer's portion of Social Security taxes during 2020 under the Coronavirus, Aid, Relief and Economic Security Act ("CARES Act"), half of which was due by the end of calendar year 2021 with the remainder due by the end of calendar year 2022.

(3)See discussion of our acquisition of Kilter at Note 3 to these consolidated financial statements.

(4)Represents amounts that had not been paid by EVERFI to its former option holders as of December 31, 2021, solely due to the timing of the acquisition on the last day of 2021. See Note 3 to these consolidated financial statements for additional information regarding our acquisition of EVERFI.

Other income, net


	Years ended December 31,
(dollars in thousands)	2022		2021		2020
Interest income	$	1,746	$	392	$	1,660
Currency revaluation gains (losses)	4,635		(1,644)		(1,065)
Other income, net	2,332		1,432		1,063
Other income, net	$	8,713	$	180	$	1,658

Revenue Recognition (Contract Balances) (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Revenue from Contract with Customer [Abstract]
Total deferred revenue	$ 385,236	$ 378,746

Goodwill and Other Intangible Assets

12 Months Ended

Dec. 31, 2022

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Other Intangible Assets


4. Goodwill and Other Intangible Assets

The change in goodwill during 2022 consisted of the following:


(dollars in thousands)	Total
Balance at December 31, 2021	$	1,058,640
Additions related to business combination(1)	3,610
Adjustments related to prior year business combination(2)	(2,232)
Adjustments related to dispositions(3)	(2,501)
Effect of foreign currency translation	(7,245)
Balance at December 31, 2022	$	1,050,272

(1)See Note 3 to these consolidated financial statements for a discussion of our acquisition of Kilter.

(2)See Note 3 to these consolidated financial statements for a discussion of the measurement period adjustments during the year ended December 31, 2022 to the estimated fair value of the EVERFI assets acquired and liabilities assumed.

(3)See Note 3 to these consolidated financial statements for a summary of our disposition of Blackbaud FIMS and DonorCentral NXT.

We have recorded intangible assets acquired in various business combinations based on their fair values at the date of acquisition. The table below sets forth the balances of each class of intangible asset and related amortization as of:


	December 31,
(dollars in thousands)	2022		2021
Finite-lived gross carrying amount
Customer relationships	$	569,009	$	606,409
Marketing assets	69,643		74,731
Developed technology	182,463		211,552
Content	17,900		17,900


Total finite-lived gross carrying amount	839,015		910,592
Accumulated amortization
Customer relationships	(146,948)		(151,258)
Marketing assets	(8,371)		(7,269)
Developed technology	(46,571)		(54,013)
Content	(1,989)		—


Total accumulated amortization	(203,879)		(212,540)
Intangible assets, net	$	635,136	$	698,052

During the year ended December 31, 2022, changes to the gross carrying amounts of intangible asset classes were primarily related to our business acquisitions and disposals as described in Note 3 to these consolidated financial statements, write-offs of fully amortized intangible assets and the effect of foreign currency translation.

Amortization expense

Amortization expense related to finite-lived intangible assets acquired in business combinations is allocated to cost of revenue on the consolidated statements of comprehensive income based on the revenue stream to which the asset contributes, except for marketing assets and non-compete agreements, for which the associated amortization expense is included in operating expenses.

The following table summarizes amortization expense of our finite-lived intangible assets:


	Years ended December 31,
(dollars in thousands)	2022		2021		2020
Included in cost of revenue:
Cost of recurring	$	47,085	$	33,132	$	36,835
Cost of one-time services and other	1,407		1,680		2,133
Total included in cost of revenue	48,492		34,812		38,968
Included in operating expenses	2,925		2,227		2,915
Total amortization of intangibles from business combinations	$	51,417	$	37,039	$	41,883

The following table outlines the estimated future amortization expense for each of the next five years for our finite-lived intangible assets as of December 31, 2022:


Years ending December 31, (dollars in thousands)	Amortization expense
2023	55,426
2024	62,015
2025	65,552
2026	63,915
2027	59,755
Total	$	306,663

Derivative Instruments (Fair Value of Derivative Instruments) (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Derivatives, Fair Value [Line Items]
Derivative Asset, Current, Statement of Financial Position [Extensible Enumeration]	Prepaid expenses and other current assets	Prepaid expenses and other current assets
Derivative Asset, Noncurrent, Statement of Financial Position [Extensible Enumeration]	Other assets	Other assets
Designated as hedging instrument [Member]
Derivatives, Fair Value [Line Items]
Derivative assets, fair value	$ 32,117	$ 7,160
Derivative liabilities, fair value	323	0
Designated as hedging instrument [Member] \| Foreign currency forward contracts [Member]
Derivatives, Fair Value [Line Items]
Derivative asset, foreign currency forward contracts, current	247	0
Derivative liability, foreign currency forward contracts, current	323	0
Designated as hedging instrument [Member] \| Interest rate swap [Member]
Derivatives, Fair Value [Line Items]
Derivative asset, interest rate swaps, long-term	31,870	7,160
Derivative liability, interest rate swaps, long-term	$ 0	$ 0

Revenue Recognition (Revenue by Market Group) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Disaggregation of Revenue [Line Items]
Revenue	$ 1,058,105	$ 927,740	$ 913,219
Social Sector
Disaggregation of Revenue [Line Items]
Revenue	907,197	889,755	873,878
Corporate Sector
Disaggregation of Revenue [Line Items]
Revenue	$ 150,908	$ 37,985	$ 39,341

- Definition

Amount, excluding tax collected from customer, of revenue from satisfaction of performance obligation by transferring promised good or service to customer. Tax collected from customer is tax assessed by governmental authority that is both imposed on and concurrent with specific revenue-producing transaction, including, but not limited to, sales, use, value added and excise.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 30
-Subparagraph (a)
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
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-Section 50
-Paragraph 40
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e9031-108599

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 41
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e9038-108599

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8933-108599

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
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-Section 50
-Paragraph 32
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
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-Paragraph 4
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8736-108599

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-Section 50
-Paragraph 22
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8736-108599

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 42
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e9054-108599

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 5
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130545-203045

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 924
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SAB Topic 11.L)
-URI https://asc.fasb.org/extlink&oid=6472922&loc=d3e499488-122856

+ Details

Segment Information (Long-Lived Assets By Geographic Region) (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Revenues from External Customers and Long-Lived Assets [Line Items]
Total long-lived assets	$ 153,325	$ 165,311
United States [Member]
Revenues from External Customers and Long-Lived Assets [Line Items]
Total long-lived assets	151,656	163,241
Other countries [Member]
Revenues from External Customers and Long-Lived Assets [Line Items]
Total long-lived assets	$ 1,669	$ 2,070

Fair Value Measurements

12 Months Ended

Dec. 31, 2022

Fair Value Disclosures [Abstract]

Fair Value Measurements


6. Fair Value Measurements

Recurring fair value measurements

Financial assets and liabilities that are measured at fair value on a recurring basis consisted of the following, as of the dates indicated below:


	Fair value measurement using
(dollars in thousands)	Quoted Prices in Active Markets for Identical Assets and Liabilities (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total
Fair value as of December 31, 2022
Derivative instruments:
Interest rate swaps	$	—	$	31,870	$	—	$	31,870
Foreign currency forward contracts	—		247		—		247
Total financial assets	$	—	$	32,117	$	—	$	32,117

Fair value as of December 31, 2022
Derivative instruments:

Foreign currency forward contracts	$	—	$	323	$	—	$	323
Contingent consideration obligations	—		—		2,710		2,710
Total financial liabilities	$	—	$	323	$	2,710	$	3,033

Fair value as of December 31, 2021
Derivative instruments:
Interest rate swaps	$	—	$	7,160	$	—	$	7,160
Total financial assets	$	—	$	7,160	$	—	$	7,160

Our derivative instruments within the scope of Accounting Standards Codification ("ASC") 815, Derivatives and Hedging, are required to be recorded at fair value. Our derivative instruments that are recorded at fair value include interest rate swaps and foreign currency forward contracts. See Note 10 to these consolidated financial statements for additional information about our derivative instruments.

The fair value of our interest rate swaps and foreign currency forward contracts are based on model-driven valuations using Secured Overnight Financing Rate ("SOFR") rates and foreign currency forward rates, respectively, which are observable at commonly quoted intervals. Accordingly, our interest rate swaps and foreign currency forward contracts are classified within Level 2 of the fair value hierarchy. Our financial contracts that were indexed to LIBOR were modified to reference SOFR during the three months ended September 30, 2022. These modifications did not have a significant financial impact.

Contingent consideration obligations arise from business acquisitions. The fair values are based on discounted cash flow analyses reflecting a probability-weighted assessment approach derived from the likelihood of possible achievement of specified performance measures or events and captures the contractual nature of the contingencies, commercial risk, and the time value of money. As the fair value measurements for our contingent consideration obligations contain significant unobservable inputs, they are classified within Level 3 of the fair value hierarchy. See Note 3 to these consolidated financial statements for additional information about our contingent consideration obligations.

We believe the carrying amounts of our cash and cash equivalents, restricted cash, accounts receivable, trade accounts payable, accrued expenses and other current liabilities and due to customers approximate their fair values at December 31, 2022 and December 31, 2021, due to the immediate or short-term maturity of these instruments.

We believe the carrying amount of our debt approximates its fair value at December 31, 2022 and December 31, 2021, as the debt bears interest rates that approximate market value. As SOFR and LIBOR rates are observable at commonly quoted intervals, our debt under the 2020 Credit Facility (as defined below) is classified within Level 2 of the fair value hierarchy. Our fixed rate debt is also classified within Level 2 of the fair value hierarchy.

We did not transfer any assets or liabilities among the levels within the fair value hierarchy during the years ended December 31, 2022, 2021 and 2020.

Non-recurring fair value measurements

Assets and liabilities that are measured at fair value on a non-recurring basis include long-lived assets, intangible assets, goodwill and operating lease ROU assets. These assets are recognized at fair value during the period in which an acquisition is completed or at lease commencement, from updated estimates and assumptions during the measurement period, or when they are considered to be impaired. These non-recurring fair value measurements, primarily for long-lived assets, intangible assets acquired and operating lease ROU assets, are based on Level 3 unobservable inputs. In the event of an impairment, we determine the fair value of these assets other than goodwill using a discounted cash flow approach, which contains significant unobservable inputs and, therefore, is considered a Level 3 fair value measurement. The unobservable inputs in the analysis generally include future cash flow projections and a discount rate. For goodwill impairment testing, we estimate fair value using market-based methods including the use of market capitalization and consideration of a control premium.

As more fully described in Note 7 and Note 11 to these consolidated financial statements, during the year ended December 31, 2022, we recorded noncash impairment charges of $2.3 million against certain previously capitalized software development costs, $2.0 million against certain insignificant customer relationship intangible assets that were held for sale, $1.0 million against certain operating lease ROU assets and insignificant impairment charges against certain property and equipment assets.

During the year ended December 31, 2021, we recorded impairment charges of $1.7 million against certain property and equipment assets and $3.6 million against certain operating lease ROU assets. See Notes 7 and 11, respectively, to these consolidated financial statements for additional details.

During the year ended December 31, 2020, we recorded impairment charges of $4.3 million against certain previously capitalized software development costs and $4.0 million against our operating lease ROU assets. See Notes 7 and 11, respectively, to these consolidated financial statements for additional details.

There were no other non-recurring fair value adjustments during 2022, 2021 and 2020 except for certain business combination accounting adjustments to the initial fair value estimates of the assets acquired and liabilities assumed at the acquisition date from updated estimates and assumptions during the measurement period. See Note 3 to these consolidated financial statements for additional details.

Consolidated Financial Statement Details (Components of Accrued Expenses and Other Liabilities) (Details) - USD ($)
$ in Thousands

Dec. 31, 2022

Dec. 31, 2021

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Accrued legal costs

^[1]

$ 28,448

$ 11,724

Taxes payable

^[2]

16,667

19,777

Customer credit balances

8,257

8,403

Operating lease liabilities, current portion

7,723

9,170

Accrued commissions and salaries

6,944

7,872

Accrued transaction-based costs related to payments services

5,059

5,427

Contingent consideration obligations

^[3]

2,710

Accrued health care costs

2,467

3,042

Accrued vacation costs

2,156

2,234

Accrued bonuses

2,026

5,829

Unrecognized tax benefit

266

1,248

Amounts payable to former EVERFI option holders

17,404

^[4]

Other liabilities

7,573

9,310

Total accrued expenses and other liabilities

90,296

101,440

Less: Long-term portion

4,294

1,344

Accrued expenses and other current liabilities

$ 86,002

$ 100,096

Operating Lease, Liability, Current, Statement of Financial Position [Extensible List]

Accrued expenses and other current liabilities

[1]	All accrued legal costs are classified as current.
[2]	We deferred payments of the employer's portion of Social Security taxes during 2020 under the Coronavirus, Aid, Relief and Economic Security Act ("CARES Act"), half of which was due by the end of calendar year 2021 with the remainder due by the end of calendar year 2022.
[3]	See discussion of our acquisition of Kilter at Note 3 to these consolidated financial statements.
[4]	Represents amounts that had not been paid by EVERFI to its former option holders as of December 31, 2021, solely due to the timing of the acquisition on the last day of 2021. See Note 3 to these consolidated financial statements for additional information regarding our acquisition of EVERFI.

Basis of Presentation (Tables)

12 Months Ended

Dec. 31, 2022

Accounting Policies [Abstract]

Schedule of Finite-Lived Intangible Assets

We amortize finite-lived intangible assets over their estimated useful lives as follows.


	Basis of amortization	Amortization period (in years)
Customer relationships	Straight-line and accelerated(1)	8-17
Marketing assets	Straight-line and accelerated(1)	14-15
Developed technology	Straight-line and accelerated(1)	3-14
Content	Straight-line	9

(1)Certain of the customer relationships, marketing assets and developed technology assets are amortized on an accelerated basis.

Accounts Receivable, Allowance for Credit Loss

Below is a summary of the changes in our allowance for credit losses.


Years ended December 31, (in thousands)	Balance at beginning of year		Provision/ adjustment		Write-off		Recovery		Balance at end of year
2022	$	9,375	$	1,281	$	(5,162)	$	528	$	6,022
2021	9,016		4,483		(4,565)		441		9,375
2020	4,011		6,787		(2,363)		581		9,016

Allowance for sales returns

Below is a summary of the changes in our allowance for sales returns.


Years ended December 31, (in thousands)	Balance at beginning of year		Provision/ adjustment		Deduction		Balance at end of year
2022	$	1,780	$	4,785	$	(5,269)	$	1,296
2021	1,276		6,967		(6,463)		1,780
2020	1,518		6,443		(6,685)		1,276

Goodwill and Other Intangible Assets (Summary of Amortization Expense) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Amortization of Intangible Assets Acquired by Income Statement Location [Line Items]
Amortization	$ 51,417	$ 37,039	$ 41,883
Cost of recurring [Member]
Amortization of Intangible Assets Acquired by Income Statement Location [Line Items]
Amortization	47,085	33,132	36,835
Cost of one-time services and other [Member]
Amortization of Intangible Assets Acquired by Income Statement Location [Line Items]
Amortization	1,407	1,680	2,133
Total included in cost of revenue [Member]
Amortization of Intangible Assets Acquired by Income Statement Location [Line Items]
Amortization	48,492	34,812	38,968
Included in operating expenses [Member]
Amortization of Intangible Assets Acquired by Income Statement Location [Line Items]
Amortization	$ 2,925	$ 2,227	$ 2,915

Stockholders' Equity

12 Months Ended

Dec. 31, 2022

Equity [Abstract]

Stockholders' Equity


14. Stockholders' Equity

Preferred stock

Our Board of Directors may fix the relative rights and preferences of each series of preferred stock in a resolution of the Board of Directors.

Stock repurchase program

Under our stock repurchase program, we are authorized to repurchase shares from time to time in accordance with applicable laws both on the open market, including under trading plans established pursuant to Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, and in privately negotiated transactions. The timing and amount of repurchases depends on several factors, including market and business conditions, the trading price of our common stock and the nature of other investment opportunities. The repurchase program does not have an expiration date and may be limited, suspended or discontinued at any time without prior notice. Under the 2020 Credit Facility, we have restrictions on our ability to repurchase shares of our common stock, which are summarized on page 56 in this report.

We account for purchases of treasury stock under the cost method. During the year ended December 31, 2022, we did not purchase any shares. In December 2021, our Board of Directors reauthorized and replenished our stock repurchase program that authorizes us to purchase up to $250.0 million of our outstanding shares of common stock. The remaining amount available to purchase stock under the stock repurchase program was $250.0 million as of December 31, 2022.

Changes in accumulated other comprehensive loss by component

The changes in accumulated other comprehensive loss by component, consisted of the following:


	Years ended December 31,
(in thousands)	2022		2021		2020
Accumulated other comprehensive income (loss), beginning of period	$	6,522	$	(2,497)	$	(5,290)
By component:
Gains and losses on cash flow hedges:
Accumulated other comprehensive income (loss) balance, beginning of period	$	5,257	$	(3,101)	$	(1,323)
Other comprehensive (loss) income before reclassifications, net of tax effects of $(8,068), $(1,982) and $1,625	22,772		5,617		(4,602)
Amounts reclassified from accumulated other comprehensive income (loss)	(5,685)		3,714		3,827

Tax expense (benefit) included in provision for income taxes	1,489		(973)		(1,003)
Total amounts reclassified from accumulated other comprehensive income (loss)	(4,196)		2,741		2,824
Net current-period other comprehensive income (loss)	18,576		8,358		(1,778)
Accumulated other comprehensive income (loss) balance, end of period	$	23,833	$	5,257	$	(3,101)
Foreign currency translation adjustment:
Accumulated other comprehensive income (loss) balance, beginning of period	$	1,265	$	604	$	(3,967)
Translation adjustment	(16,160)		661		4,571
Accumulated other comprehensive (loss) income balance, end of period	(14,895)		1,265		604
Accumulated other comprehensive income (loss), end of period	$	8,938	$	6,522	$	(2,497)

- Definition

The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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+ Details

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Cash flows from operating activities
Net (loss) income	$ (45,407)	$ 5,698	$ 7,717
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Depreciation and amortization	102,369	82,410	92,735
Provision for credit losses and sales returns	6,066	11,450	13,230
Stock-based compensation expense	110,294	120,379	87,257
Deferred taxes	(26,644)	(2,429)	8,837
Amortization of deferred financing costs and discount	2,364	1,570	781
Other non-cash adjustments	5,676	10,490	2,958
Changes in operating assets and liabilities, net of acquisition and disposal of businesses:
Accounts receivable	(7,340)	(6,525)	(18,414)
Prepaid expenses and other assets	26,235	(2,048)	22,568
Trade accounts payable	21,607	(9,670)	(19,997)
Accrued expenses and other liabilities	(2,386)	(8,190)	(49,232)
Deferred revenue	11,059	10,526	(485)
Net cash provided by operating activities	203,893	213,661	147,955
Cash flows from investing activities
Purchase of property and equipment	(12,289)	(11,664)	(29,690)
Capitalized software and content development costs	(58,774)	(40,489)	(42,157)
Purchase of net assets of acquired companies, net of cash and restricted cash acquired	(20,912)	(419,120)	0
Cash received in sale of business	6,426	0	0
Net cash used in investing activities	(85,549)	(471,273)	(71,847)
Cash flows from financing activities
Proceeds from issuance of debt	211,000	582,200	748,500
Payments on debt	(310,740)	(152,971)	(747,563)
Debt issuance costs	0	(3,106)	(4,586)
Stock issuance costs	(1,339)	0	0
Employee taxes paid for withheld shares upon equity award settlement	(36,376)	(39,404)	(21,425)
Proceeds from exercise of stock options	0	0	4
Change in due to customers	111,386	(13,464)	61,214
Change in customer funds receivable	380	(731)	138
Purchase of treasury stock	0	(108,416)	(41,001)
Dividend payments to stockholders	0	0	(5,960)
Net cash (used in) provided by financing activities	(25,689)	264,108	(10,679)
Effect of exchange rate on cash, cash equivalents and restricted cash	(10,486)	297	2,245
Net increase in cash, cash equivalents and restricted cash	82,169	6,793	67,674
Cash, cash equivalents and restricted cash, beginning of year	651,762	644,969	577,295
Cash, cash equivalents and restricted cash, end of year	733,931	651,762	644,969
Cash paid during the year for:
Interest	(33,371)	(16,386)	(15,716)
Taxes, net of refunds	(9,670)	(10,073)	(3,563)
Purchase of EVERFI through the issuance of stock (see Note 3)	0	(303,633)	0
Purchase of equipment and other assets included in accounts payable	(158)	(1,747)	(840)
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents [Abstract]
Cash and cash equivalents	31,691	55,146
Total restricted cash	702,240	596,616
Total cash, cash equivalents and restricted cash in the statement of cash flows	733,931	651,762
Real estate loans [Member]
Purchases by assuming directly related liabilities	0	0	(61,064)
Other debt [Member]
Purchases by assuming directly related liabilities	$ (1,710)	$ 0	$ (5,620)

Income Taxes (Schedule of Deferred Tax Assets and Liabilities) (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Deferred tax assets relating to:
Federal and state and foreign net operating loss carryforwards	$ 10,369	$ 21,456
Federal, state and foreign tax credits	50,194	52,283
Stock-based compensation	21,166	21,432
Operating leases	14,024	23,795
Allowance for credit losses	1,803	2,524
Intangible assets	561	1,070
Deferred revenue	1,820	1,057
Accrued bonuses	455	218
Capitalized R&D and software costs	12,166	0
Other	6,293	13,515
Total deferred tax assets	118,851	137,350
Deferred tax liabilities relating to:
Intangible assets	(161,836)	(168,392)
Capitalized software and content development costs	0	(31,326)
Costs of obtaining contracts	(16,287)	(18,046)
Operating leases	(11,721)	(23,582)
Fixed assets	(9,827)	(8,483)
Other	(9,016)	(2,515)
Total deferred tax liabilities	(208,687)	(252,344)
Valuation allowance	(34,769)	(31,974)	$ (29,184)	$ (6,453)
Net deferred tax liability	$ (124,605)	$ (146,968)

Income Taxes (Schedule of Effective Income Tax Rate Reconciliation) (Details)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Federal statutory rate	21.00%	21.00%	21.00%
Effect of:
State income taxes, net of federal benefit	1.50%	4.40%	5.90%
Nondeductible security incident-related fines or penalties	(8.70%)	0.00%	0.00%
Section 162(m) limitation	(6.40%)	75.00%	17.50%
Stock-based compensation	(6.30%)	(36.20%)	(1.20%)
Change in valuation reserve (primarily state credit reserves)	(5.40%)	26.10%	38.20%
GILTI inclusion	(2.60%)	0.00%	1.30%
Nondeductible meals, entertainment and transportation	(0.70%)	1.10%	3.30%
Acquisition costs	0.00%	8.70%	0.00%
DTA Adjustment – NOLs	0.00%	0.00%	(3.30%)
Unrecognized tax benefit	0.50%	(32.70%)	1.30%
Foreign tax rate	1.00%	(6.00%)	(1.70%)
Return to accrual adjustment	1.40%	(4.20%)	(4.10%)
FDII benefit	2.30%	0.00%	0.00%
State credits, net of federal benefit	7.20%	(32.60%)	(2.30%)
Federal credits generated	11.50%	(54.50%)	(17.40%)
Other	0.10%	4.60%	1.70%
Income tax provision effective rate	18.30%	19.60%	64.30%
Foreign Tax Authority [Member]
Effect of:
Change in income tax rate applied to deferred tax balances	0.10%	42.60%	4.00%
State and Local Jurisdiction [Member]
Effect of:
Change in income tax rate applied to deferred tax balances	1.80%	2.30%	0.10%

Segment Information

12 Months Ended

Dec. 31, 2022

Segment Reporting [Abstract]

Segment Information


16. Segment Information

Our chief operating decision maker is our chief executive officer ("CEO"). Our chief operating decision maker uses consolidated financial information to make operating decisions, assess financial performance and allocate resources. We have one operating segment and one reportable segment.

The following table presents long-lived assets by geographic region based on the location of the assets. For purposes of this disclosure, long-lived assets includes property and equipment, net and operating lease ROU assets.


	Years ended December 31,
(dollars in thousands)	2022		2021
United States	$	151,656	$	163,241
Other countries	1,669		2,070
Total long-lived assets	$	153,325	$	165,311

See Note 17 to these consolidated financial statements for information about our revenues by geographic region.

- Definition

The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.

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Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Goodwill And Other Intangible Assets (Fair Values Of Intangible Assets Acquired In Various Business Combinations By Class) (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Schedule of Acquired Intangible Assets by Major Class [Line Items]
Finite-lived intangible assets, gross carrying amount	$ 839,015	$ 910,592
Finite-lived intangible assets, accumulated amortization	(203,879)	(212,540)
Intangible assets, net (excluding goodwill)	635,136	698,052
Customer relationships [Member]
Schedule of Acquired Intangible Assets by Major Class [Line Items]
Finite-lived intangible assets, gross carrying amount	569,009	606,409
Finite-lived intangible assets, accumulated amortization	(146,948)	(151,258)
Marketing assets [Member]
Schedule of Acquired Intangible Assets by Major Class [Line Items]
Finite-lived intangible assets, gross carrying amount	69,643	74,731
Finite-lived intangible assets, accumulated amortization	(8,371)	(7,269)
Developed technology [Member]
Schedule of Acquired Intangible Assets by Major Class [Line Items]
Finite-lived intangible assets, gross carrying amount	182,463	211,552
Finite-lived intangible assets, accumulated amortization	(46,571)	(54,013)
Content [Member]
Schedule of Acquired Intangible Assets by Major Class [Line Items]
Finite-lived intangible assets, gross carrying amount	17,900	17,900
Finite-lived intangible assets, accumulated amortization	$ (1,989)	$ 0

Commitments and Contingencies (Schedule of Maturities of Operating Lease Liabilities) (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Commitments and Contingencies Disclosure [Abstract]
2023	$ 9,978
2024	7,699
2025	6,659
2026	6,104
2027	6,207
Thereafter	26,790
Total lease payments	63,437
Less: Amount representing interest	10,796
Present value of future payments	$ 52,641	$ 62,556

Derivative Instruments (Tables)

12 Months Ended

Dec. 31, 2022

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Fair Values of Derivative Instruments


		Asset derivatives					Liability Derivatives
(dollars in thousands)	Balance sheet location	December 31, 2022		December 31, 2021		Balance sheet location	December 31, 2022		December 31, 2021
Derivative instruments designated as hedging instruments:
Foreign currency forward contracts, current portion	Prepaid expenses and other current assets	$	247	$	—	Accrued expenses and other current liabilities	$	323	$	—
Interest rate swaps, long-term	Other assets	31,870		7,160		Other liabilities	—		—
Total derivative instruments designated as hedging instruments		$	32,117	$	7,160		$	323	$	—

Effects of Derivative Instruments in Cash Flow Hedging Relationships

The effects of derivative instruments in cash flow hedging relationships were as follows:


	Gain (loss) recognized in accumulated other comprehensive income as of		Location of gain (loss) reclassified from accumulated other comprehensive income into (loss) income	Gain (loss) reclassified from accumulated other comprehensive income into (loss) income
(dollars in thousands)	December 31, 2022			Year ended December 31, 2022
Cash Flow Hedges
Interest rate swaps	$	31,870	Interest expense	$	5,520
Foreign currency forward contracts	$	247	Revenue	$	165
Net Investment Hedge
Foreign currency forward contracts	$	(323)		$	—

	December 31, 2021			Year ended December 31, 2021
Cash Flow Hedges
Interest rate swaps	$	7,160	Interest expense	$	(3,714)



	December 31, 2020			Year ended December 31, 2020
Interest rate swaps	$	(4,159)	Interest expense	$	(3,827)

Stockholders' Equity (Tables)

12 Months Ended

Dec. 31, 2022

Equity [Abstract]

Changes in Accumulated Other Comprehensive Loss by Component

The changes in accumulated other comprehensive loss by component, consisted of the following:


	Years ended December 31,
(in thousands)	2022		2021		2020
Accumulated other comprehensive income (loss), beginning of period	$	6,522	$	(2,497)	$	(5,290)
By component:
Gains and losses on cash flow hedges:
Accumulated other comprehensive income (loss) balance, beginning of period	$	5,257	$	(3,101)	$	(1,323)
Other comprehensive (loss) income before reclassifications, net of tax effects of $(8,068), $(1,982) and $1,625	22,772		5,617		(4,602)
Amounts reclassified from accumulated other comprehensive income (loss)	(5,685)		3,714		3,827

Tax expense (benefit) included in provision for income taxes	1,489		(973)		(1,003)
Total amounts reclassified from accumulated other comprehensive income (loss)	(4,196)		2,741		2,824
Net current-period other comprehensive income (loss)	18,576		8,358		(1,778)
Accumulated other comprehensive income (loss) balance, end of period	$	23,833	$	5,257	$	(3,101)
Foreign currency translation adjustment:
Accumulated other comprehensive income (loss) balance, beginning of period	$	1,265	$	604	$	(3,967)
Translation adjustment	(16,160)		661		4,571
Accumulated other comprehensive (loss) income balance, end of period	(14,895)		1,265		604
Accumulated other comprehensive income (loss), end of period	$	8,938	$	6,522	$	(2,497)

Stockholders' Equity (Changes in Accumulated Other Comprehensive Loss by Component) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Accumulated Other Comprehensive Income [Roll Forward]
Accumulated other comprehensive (loss) income, beginning of period	$ 6,522	$ (2,497)	$ (5,290)
Income tax (benefit) provision	(10,168)	1,385	13,897
Net current-period other comprehensive income (loss)	(2,416)	(9,019)	(2,793)
Translation adjustments	(16,160)	661	4,571
Accumulated other comprehensive (loss) income, end of period	8,938	6,522	(2,497)
Other comprehensive (loss) income before reclassifications, net of tax effects of $(8,068), $(1,982) and $1,625	(8,068)	(1,982)	1,625
Gains and losses on cash flow hedges [Member]
Accumulated Other Comprehensive Income [Roll Forward]
Accumulated other comprehensive (loss) income, beginning of period	5,257	(3,101)	(1,323)
Other comprehensive income (loss) before reclassifications	22,772	5,617	(4,602)
Amounts reclassified from accumulated other comprehensive income (loss)	(5,685)	3,714	3,827
Income tax (benefit) provision	1,489	(973)	(1,003)
Total amounts reclassified from accumulated other comprehensive loss	(4,196)	2,741	2,824
Net current-period other comprehensive income (loss)	18,576	8,358	(1,778)
Accumulated other comprehensive (loss) income, end of period	23,833	5,257	(3,101)
Foreign currency translation adjustment [Member]
Accumulated Other Comprehensive Income [Roll Forward]
Accumulated other comprehensive (loss) income, beginning of period	1,265	604	(3,967)
Translation adjustments	(16,160)	661	4,571
Accumulated other comprehensive (loss) income, end of period	$ (14,895)	$ 1,265	$ 604

Revenue Recognition (Tables)

12 Months Ended

Dec. 31, 2022

Revenue from Contract with Customer [Abstract]

Contract Balances

Our closing balances of deferred revenue were as follows:


(in thousands)	December 31, 2022		December 31, 2021

Total deferred revenue	$	385,236	$	378,746

Disaggregation of Revenue

The following table presents our revenue by geographic area based on the address of our customers:


	Years ended December 31,
(dollars in thousands)	2022		2021		2020
United States	$	896,116	$	777,333	$	772,188
United Kingdom	101,026		89,688		84,121
Other countries	60,963		60,719		56,910
Total revenue	$	1,058,105	$	927,740	$	913,219

The following table presents our revenue by market group:


	Years ended December 31,
(dollars in thousands)	2022		2021(1)		2020(1)
Social Sector	$	907,197	$	889,755	$	873,878
Corporate Sector	150,908		37,985		39,341

Total revenue	$	1,058,105	$	927,740	$	913,219

(1)Due to the market group changes discussed above, we have recast our revenue by market group for the years ended December 31, 2021 and 2020 to present them on a consistent basis with the current year.

Disaggregation Of Revenue, Recurring

The following table presents our recurring revenue by type:


	Years ended December 31,
(dollars in thousands)	2022		2021		2020
Contractual recurring	$	709,097	$	601,397	$	591,272
Transactional recurring	302,636		279,453		259,473
Total recurring revenue	$	1,011,733	$	880,850	$	850,745

Commitments and Contingencies

12 Months Ended

Dec. 31, 2022

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies


11. Commitments and Contingencies

Leases

We have operating leases for corporate offices, subleased offices and certain equipment and furniture. In August 2020, we completed the purchase of our global headquarters facility that we previously leased. As of December 31, 2022, we had operating leases for equipment that had not yet commenced with future rent payments of $3.1 million. These operating leases are expected to commence during 2023 with lease terms of 3 years.

With the acquisition of EVERFI, we assumed a lease for office space in Washington, D.C. At December 31, 2022, we had a standby letter of credit of $2.1 million for a security deposit for this lease.

The following table summarizes the components of our lease expense:


	Year ended December 31,
(dollars in thousands)	2022		2021		2020
Operating lease cost(1)	$	9,501	$	9,636	$	41,210
Variable lease cost	1,670		2,478		4,266
Sublease income	(2,763)		(1,516)		(3,120)
Net lease cost	$	8,408	$	10,598	$	42,356

(1)Includes short-term lease costs, which were immaterial.

During the twelve months ended December 31, 2022, we recorded noncash impairment charges of $1.0 million against certain operating lease ROU assets resulting primarily from our decision to cease using a portion of our leased office space. These charges are reflected in general and administrative expense on the statements of comprehensive income.

In October 2021, we made the decision to permanently close our fixed office locations (with the exception of our global headquarters facility in Charleston, South Carolina), effective in December 2021. This change was intended to align our real estate footprint with our transition to a remote-first workforce. We enter into arrangements for smaller more flexible workspaces where necessary. As a result, during the twelve months ended December 31, 2021, we reduced the estimated useful lives of our operating lease ROU assets for certain of our office locations we expected to exit. We recorded $5.3 million in incremental operating lease costs during 2021 related to this change in accounting estimate. For these same office locations, we also reduced the estimated useful lives of certain facilities-related fixed assets, which resulted in incremental depreciation expense of $1.7 million during 2021 (see Note 7 to these consolidated financial statements). During the twelve months ended December 31, 2021, we also recorded $3.6 million in impairments of operating lease ROU assets associated with certain leased office spaces we have ceased using as a result of our adjusted workforce strategy. These impairment charges are reflected in general and administrative expense.

During the twelve months ended December 31, 2020, we reduced the estimated useful lives of our operating lease ROU assets for certain of our office locations we expected to exit. We recorded $16.2 million in incremental operating lease costs during 2020 related to this change in accounting estimate, which accounts for a substantial portion of the increase in operating lease costs during 2020. For these same office locations, we also reduced the estimated useful lives of certain facilities-related fixed assets, which resulted in incremental depreciation expense of $4.6 million during 2020 (see Note 7 to these consolidated financial statements). During the twelve months ended December 31, 2020, we also recorded $4.0 million in impairments of operating lease ROU assets associated with certain leased office spaces we ceased using. These impairment charges are reflected in general and administrative expense.

Maturities of our operating lease liabilities as of December 31, 2022 were as follows:


Years ending December 31, (dollars in thousands)	Operating leases
2023	$	9,978
2024	7,699
2025	6,659
2026	6,104
2027	6,207
Thereafter	26,790
Total lease payments	63,437
Less: Amount representing interest	10,796
Present value of future payments	$	52,641

Our ROU assets and lease liabilities are included in the following line items in our consolidated balance sheet:


(dollars in thousands)	December 31, 2022		December 31, 2021
Operating leases
Operating lease ROU assets	$	45,899	$	53,883

Accrued expenses and other current liabilities	$	7,723	$	9,170
Operating lease liabilities, net of current portion	44,918		53,386
Total operating lease liabilities	$	52,641	$	62,556

The weighted average remaining lease terms and discount rates were as follows:


(dollars in thousands)	December 31, 2022		December 31, 2021		December 31, 2020
Operating leases
Weighted average remaining lease term (years)	8.5		8.9		4.6
Weighted average discount rate	4.63	%	4.68	%	5.70	%

Supplemental cash flow information related to leases was as follows:


	Year ended December 31,
(dollars in thousands)	2022		2021		2020
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases(1)	$	11,439	$	11,338	$	26,713
Right-of-use assets obtained in exchange for lease obligations (non-cash):
Operating leases	—		5,358		11,002

(1)The 2020 amount was revised to correct an immaterial disclosure error in the previously filed consolidated financial statements.

Other commitments

The term loans under the 2020 Credit Facility require periodic principal payments. The balance of the term loans and any amounts drawn on the revolving credit loans are due upon maturity of the 2020 Credit Facility in October 2025. The Real Estate Loans also require periodic principal payments and the balance of the Real Estate Loans are due upon maturity in April 2038.

We have contractual obligations for third-party technology used in our solutions and for other services we purchase as part of our normal operations. In certain cases, these arrangements require a minimum annual purchase commitment by us. As of December 31, 2022, the remaining aggregate minimum purchase commitment under these arrangements was approximately $294.4 million through 2027.

Solution and service indemnifications

In the ordinary course of business, we provide certain indemnifications of varying scope to customers against claims of intellectual property infringement made by third parties arising from the use of our solutions or services. We have not identified any losses that might be covered by these indemnifications

Legal proceedings

Legal proceedings are inherently unpredictable. However, we believe that we have valid defenses with respect to the legal matters pending or threatened against us and intend to defend ourselves vigorously against all claims asserted. It is possible that our consolidated financial position, results of operations or cash flows could be materially negatively affected in any particular period by an unfavorable resolution of one or more of such legal proceedings.

Security incident

As previously disclosed, we are subject to risks and uncertainties as a result of a ransomware attack against us in May 2020 in which a cybercriminal removed a copy of a subset of data from our self-hosted environment (the "Security Incident"). Based on the nature of the Security Incident, our research and third party (including law enforcement) investigation, we do not believe that any data went beyond the cybercriminal, has been misused, or has been disseminated or otherwise made available publicly. Our investigation into the Security Incident by our cybersecurity team and third-party forensic advisors remains ongoing.

As a result of the Security Incident, we are currently subject to certain legal proceedings, claims and investigations, as discussed below, and could be the subject of additional legal proceedings, claims, inquiries and investigations in the future that might result in adverse judgments, settlements, fines, penalties or other resolution. To limit our exposure to losses related to claims against us, including data breaches such as the Security Incident, we maintain $50 million of insurance above a $250 thousand deductible payable by us. As noted below, this coverage has reduced our financial exposure related to the Security Incident.

We recorded expenses and offsetting probable insurance recoveries related to the Security Incident as follows:


	Years ended December 31,
(dollars in thousands)	2022		2021		2020
Gross expense	$	57,614	$	40,561	$	9,830
Offsetting probable insurance recoveries	(1,891)		(38,745)		(9,364)
Net expense	$	55,723	$	1,816	$	466

The following summarizes our cumulative expenses, insurance recoveries recognized and insurance recoveries paid as of:


(dollars in thousands)	December 31, 2022		December 31, 2021		December 31, 2020
Cumulative gross expense	$	108,005	$	50,391	$	9,830
Cumulative offsetting insurance recoveries recognized	(50,000)		(48,109)		(9,364)
Cumulative net expense	$	58,005	$	2,282	$	466

Cumulative offsetting insurance recoveries paid	$	(50,000)	$	(29,968)	$	(3,075)

Recorded expenses have consisted primarily of payments to third-party service providers and consultants, including legal fees, as well as settlements of customer claims and accruals for certain loss contingencies. Not included in the expenses discussed above were costs associated with enhancements to our cybersecurity program. We present expenses and insurance recoveries related to the Security Incident in general and administrative expense on our consolidated statements of comprehensive income and as operating activities on our consolidated statements of cash flows. Total costs related to the Security Incident exceeded the limit of our insurance coverage during the first quarter of 2022. We expect to continue to experience significant expenses related to our response to the Security Incident, resolution of legal proceedings, claims and investigations, including those discussed below, and our efforts to further enhance our cybersecurity measures. For full year 2022, we incurred net pre-tax expense of $32.7 million and had net cash outlays of $20.9 million for ongoing legal fees related to the Security Incident. In line with our policy, legal fees, are expensed as incurred. For full year 2023, we currently expect net pre-tax expense of approximately $20.0 million to $30.0 million and net cash outlays of approximately $25.0 million to $35.0 million for ongoing legal fees related to the Security Incident.

As of December 31, 2022, we have recorded approximately $23.0 million in aggregate liabilities for loss contingencies based primarily on recent negotiations with certain governmental agencies related to the Security Incident that we believe we can reasonably estimate. 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 December 31, 2022 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 judgement, 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.

Customer claims. To date, we have received approximately 260 specific requests for reimbursement of expenses, approximately 200 (or 77%) of which have been fully resolved and closed. We have also received approximately 400 reservations of the right to seek expense recovery in the future from customers or their attorneys in the U.S., U.K. and Canada related to the Security Incident. We have also received notices of proposed claims on behalf of a number of UK data subjects, which we are reviewing. In addition, insurance companies representing various customers’ interests through subrogation claims have contacted us, and certain insurance companies have filed subrogation claims in court. Customer and insurer subrogation claims generally seek reimbursement of their costs and expenses associated with notifying their own customers of the Security Incident and taking steps to assure that personal information has not been compromised as a result of the Security Incident. Our review of customer and subrogation claims includes analyzing individual customer contracts into which we have entered, the specific claims made and applicable law.

Customer constituent class actions. Presently, we are a defendant in 19 putative consumer class action cases [17 in U.S. federal courts (which have been consolidated under multi district litigation to a single federal court) and 2 in Canadian courts] alleging harm from the Security Incident. The plaintiffs in these cases, who purport to represent various classes of individual constituents of our customers, generally claim to have been harmed by alleged actions and/or omissions by us in connection with the Security Incident and assert a variety of common law and statutory claims seeking monetary damages, injunctive relief, costs and attorneys’ fees and other related relief.

Lawsuits that are putative class actions require a plaintiff to satisfy a number of procedural requirements before proceeding to trial. These requirements include, among others, demonstration to a court that the law proscribes in some manner our activities, the making of factual allegations sufficient to suggest that our activities exceeded the limits of the law and a determination by the court—known as class certification—that the law permits a group of individuals to pursue the case together as a class. If these procedural requirements are not met, the lawsuit cannot proceed as a class action and the plaintiff may lose the financial incentive to proceed with the case. We are currently engaged in court proceedings to determine whether this will proceed as a class action. Frequently, a court’s determination as to these procedural requirements is subject to appeal to a higher court. As a result of these uncertainties, we may be unable to determine the probability of loss until, or after, a court has finally determined that a plaintiff has satisfied the applicable class action procedural requirements.

Furthermore, for putative class actions, it is often not possible to reasonably estimate the possible loss or a range of loss amounts, even where we have determined that a loss is reasonably possible. Generally, class actions involve a large number of people and raise complex legal and factual issues that result in uncertainty as to their outcome and, ultimately, making it difficult for us to estimate the amount of damages that a plaintiff might successfully prove. This analysis is further complicated by the fact that the plaintiffs lack contractual privity with us.

Governmental investigations. To date, we have received a consolidated, multi-state Civil Investigative Demand issued on behalf of 49 state Attorneys General and the District of Columbia, a separate Civil Investigative Demand from the office of the Indiana Attorney General and a separate Civil Investigative Demand from the office of the California Attorney General relating to the Security Incident. We have been in discussions, directly with certain Attorneys General or indirectly through an executive committee of the multi-state group of Attorneys General, about potential resolution of issues arising from these investigations. Although we are hopeful that we can resolve these matters on acceptable terms, there is no assurance that we will be able to do so on terms acceptable to us and to any or all such states.

We also are subject to the following pending governmental actions:

•an investigation by the U.S. Federal Trade Commission;

•a formal investigation by the SEC;

•an investigation by the U.S. Department of Health and Human Services;

•an investigation by the Office of the Australian Information Commissioner; and

•an investigation by the Office of the Privacy Commissioner of Canada.

We have been in discussions with the SEC Staff about potential resolution of issues arising from their investigation. Although we are hopeful that we can resolve the matter on acceptable terms, there is no assurance that we will be able to resolve the matter on terms acceptable to us and the SEC.

On September 28, 2021, the Information Commissioner’s Office in the United Kingdom under the U.K. Data Protection Act 2018 (the "ICO") notified us that it has closed its investigation of the Security Incident. Based on its investigation and having considered our actions before, during and after the Security Incident, the ICO issued our European subsidiary a reprimand in accordance with Article 58(2)(b) of the U.K. General Data Protection Regulation ("U.K. GDPR") due to our non-compliance, in the ICO's view, with the requirements set out in Article 32 of the U.K. GDPR regarding the processing of personal data. The ICO did not impose a penalty related to the Security Incident, nor did it impose any requirements for further action by us.

On September 24, 2021, we received notice from the Spanish Data Protection Authority that it has concluded its investigation of the Security Incident, pursuant to which our European subsidiary paid a penalty of €60,000 in relation to the alleged late notification of two Spanish data controllers regarding the Security Incident.

On January 15, 2021, we were notified by the Data Protection Commission of Ireland that it has concluded its investigation of the Security Incident without taking any action against us.

We continue to cooperate with all ongoing investigations, which include various requests for documents, policies, narratives and communications, as well as requests to interview or depose various Company-related personnel. As noted above, each of these separate governmental investigations could result in adverse judgements, settlements, fines, penalties or other resolution, the amount, scope and timing of which we are currently unable to predict, but could have a material adverse impact on our results of operations, cash flows or financial condition.

Business Combinations

12 Months Ended

Dec. 31, 2022

Business Combinations [Abstract]

Business Combinations


3. Business Combinations and Dispositions

2022 Disposition

Blackbaud FIMS™ and DonorCentral® NXT

On September 9, 2022, we sold our Foundation Information Management System ("FIMS") and DonorCentral NXT solutions to Fusion Laboratories, LLC for cash proceeds of approximately $6.4 million, subject to closing adjustments. We expect the sale of these solutions to allow us to reduce complexity and focus on innovation within our core products as we execute our strategic growth plans. During the year ended December 31, 2022, we recognized a noncash impairment charge of $2.0 million against certain insignificant FIMS customer relationship intangible assets that were then held for sale. The impairment charge was recorded in general and administrative expense in our consolidated statements of comprehensive loss. During the year ended December 31, 2022, we recognized an insignificant loss on the disposal of FIMS held for sale assets and liabilities.

2022 Acquisition

Kilter

On August 19, 2022, we acquired all of the outstanding stock of Kilter, Inc., a Delaware corporation, pursuant to an agreement and plan of merger, for approximately $2.9 million in cash, subject to closing adjustments. The acquisition of Kilter's mobile application will allow us to expand activity-based peer-to-peer fundraising engagement, to support activity-based health and wellness initiatives for socially responsible companies, and to grow the ways individuals can connect with the causes they care about most through the activities they love. In addition to the consideration paid at closing, we may be required to pay up to a maximum of $3.0 million in additional cash consideration if during the two-year period commencing January 1, 2023 Kilter meets certain application participation targets. A liability for the contingent consideration was recorded at its acquisition-date fair value of $2.7 million in other liabilities in our consolidated balance sheet. Any change in the fair value of the contingent liability, or any change upon final settlement, will be recognized in income from operations. Fair values were also assigned to the other assets acquired and liabilities assumed, primarily consisting of goodwill and a finite-lived developed technology intangible asset, which will be amortized over an estimated useful life of three years. The fair values are based on our best estimates and assumptions as of the reporting date and are considered preliminary pending finalization. Insignificant acquisition-related costs, which primarily consisted of legal services, were recorded as general and administrative expense during the year ended December 31, 2022.

2021 Acquisition

EVERFI

On December 31, 2021, we acquired all of the outstanding equity securities, including all voting equity interests, of EVERFI, Inc., a Delaware corporation, pursuant to an agreement and plan of merger. The acquisition advanced our position as a leader in the rapidly evolving ESG and CSR spaces. We acquired the equity securities for approximately $441.8 million in cash consideration and 3,810,888 shares of our common stock, valued at approximately $301.0 million, for an aggregate purchase price of approximately $742.8 million, net of closing adjustments. The cash consideration and related expenses were funded primarily through cash on hand and new borrowings under the 2020 Credit Facility (as defined below). As a result of the acquisition, EVERFI has become a wholly owned subsidiary of ours. The operating results of EVERFI have been included in our consolidated financial statements from the date of acquisition. During the year ended December 31, 2021, we incurred insignificant acquisition-related expenses associated with the acquisition, which were recorded in general and administrative expense. In accordance with applicable accounting rules, we determined that the impact of this acquisition was not material to our consolidated financial statements; therefore, revenue and earnings since the acquisition date and pro forma information are not required or presented. We finalized the purchase price allocation of EVERFI, including the valuation of assets acquired and liabilities assumed, during the fourth quarter of 2022.

Derivative Instruments

12 Months Ended

Dec. 31, 2022

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Derivatives Instruments


10. Derivative Instruments

We generally use derivative instruments to manage our interest rate and foreign currency exchange risk. We currently have derivatives classified as cash flow hedges and net investment hedges. We do not enter into any derivatives for trading or speculative purposes.

All of our derivative instruments are governed by International Swap Dealers Association, Inc. ("ISDA") master agreements with our counterparties. As of December 31, 2022 and December 31, 2021, we have presented the fair value of our derivative instruments at the gross amounts in the consolidated balance sheet as the gross fair values of our derivative instruments equaled their net fair values.

Cash flow hedges

We have entered into interest rate swap agreements, which effectively convert portions of our variable rate debt under the 2020 Credit Facility to a fixed rate for the term of the swap agreements. We designated each of the interest rate swaps as cash flow hedges at the inception of the contracts. As of December 31, 2022 and December 31, 2021, the aggregate notional values of the interest rate swaps were $435.0 million. All of the contracts have maturities on or before October 2024.

During the three months ended September 30, 2022, we entered into foreign currency forward contracts to hedge revenues denominated in the Canadian Dollar ("CAD") against changes in the exchange rate with the United States Dollar ("USD"). We designated each of the forwards as cash flow hedges at the inception of the contracts. As of December 31, 2022, the aggregate notional values of the foreign currency forward contracts designated as cash flow hedges that we held to buy USD in exchange for Canadian Dollars were $22.6 million CAD. All of the contracts have maturities of 12 months or less. We did not have foreign currency forward contracts as of December 31, 2021.

Net investment hedges

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 ("GBP") into USD. We designated each of these foreign currency forward contracts as net investment hedges at the inception of the contracts. As of December 31, 2022, we had £11.2 million of foreign currency forward contracts designated as net investment hedges to reduce the volatility of the U.S. dollar value of a portion of our GBP-denominated investments.

The fair values of our derivative instruments were as follows as of:


		Asset derivatives					Liability Derivatives
(dollars in thousands)	Balance sheet location	December 31, 2022		December 31, 2021		Balance sheet location	December 31, 2022		December 31, 2021
Derivative instruments designated as hedging instruments:
Foreign currency forward contracts, current portion	Prepaid expenses and other current assets	$	247	$	—	Accrued expenses and other current liabilities	$	323	$	—
Interest rate swaps, long-term	Other assets	31,870		7,160		Other liabilities	—		—
Total derivative instruments designated as hedging instruments		$	32,117	$	7,160		$	323	$	—

The effects of derivative instruments in cash flow hedging relationships were as follows:


	Gain (loss) recognized in accumulated other comprehensive income as of		Location of gain (loss) reclassified from accumulated other comprehensive income into (loss) income	Gain (loss) reclassified from accumulated other comprehensive income into (loss) income
(dollars in thousands)	December 31, 2022			Year ended December 31, 2022
Cash Flow Hedges
Interest rate swaps	$	31,870	Interest expense	$	5,520
Foreign currency forward contracts	$	247	Revenue	$	165
Net Investment Hedge
Foreign currency forward contracts	$	(323)		$	—

	December 31, 2021			Year ended December 31, 2021
Cash Flow Hedges
Interest rate swaps	$	7,160	Interest expense	$	(3,714)



	December 31, 2020			Year ended December 31, 2020
Interest rate swaps	$	(4,159)	Interest expense	$	(3,827)

Our policy requires that derivatives used for hedging purposes be designated and effective as a hedge of the identified risk exposure at the inception of the contract. Accumulated other comprehensive income (loss) includes unrealized gains or losses from the change in fair value measurement of our derivative instruments each reporting period and the related income tax expense or benefit. Excluding net investment hedges, changes in the fair value measurements of the derivative instruments and the related income tax expense or benefit are reflected as adjustments to accumulated other comprehensive income (loss) until the actual hedged expense is incurred or until the hedge is terminated at which point the unrealized gain (loss) is reclassified from accumulated other comprehensive income (loss) to current earnings. For net investment hedges, changes in the fair value measurements of the derivative instruments and the related income tax expense or benefit are reflected as adjustments to translation adjustment, a component of accumulated other comprehensive income (loss), and recognized in earnings only when the hedged GBP investment is liquidated. The estimated accumulated other comprehensive income as of December 31, 2022 that is expected to be reclassified into earnings within the next twelve months is $19.5 million. There were no ineffective portions of our interest rate swap or foreign currency forward derivatives during the years ended December 31, 2022, 2021 and 2020. See Note 14 to these consolidated financial statements for a summary of the changes in accumulated other comprehensive income (loss) by component. We classify cash flows related to derivative instruments as operating activities in the consolidated statements of cash flows.

We did not have any undesignated derivative instruments during 2022, 2021 and 2020.

Revenue Recognition (Disaggregation of Recurring Revenue by Type) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Disaggregation of Revenue [Line Items]
Revenue	$ 1,058,105	$ 927,740	$ 913,219
Contractual recurring [Member]
Disaggregation of Revenue [Line Items]
Revenue	709,097	601,397	591,272
Transactional recurring [Member]
Disaggregation of Revenue [Line Items]
Revenue	302,636	279,453	259,473
Recurring [Member]
Disaggregation of Revenue [Line Items]
Revenue	$ 1,011,733	$ 880,850	$ 850,745

- Definition

+ References

+ Details

Debt (Summary of Debt) (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021	Oct. 30, 2020
Line of Credit Facility [Line Items]
Debt, gross	$ 861,986	$ 961,174
Other debt	2,247	1,694
Less: Unamortized discount and debt issuance costs	2,943	4,994	$ 2,000
Less: Debt, current portion	18,802	18,697
Debt, net of current portion	$ 840,241	$ 937,483
Weighted average effective interest rate	4.52%	3.23%
Revolving credit loans [Member]
Line of Credit Facility [Line Items]
Debt, gross	$ 177,800	$ 260,000
Weighted average effective interest rate	5.18%	3.27%
Term loans [Member]
Line of Credit Facility [Line Items]
Debt, gross	$ 623,750	$ 640,000
Weighted average effective interest rate	4.26%	3.02%
Real estate loans [Member]
Line of Credit Facility [Line Items]
Debt, gross	$ 58,189	$ 59,480
Weighted average effective interest rate	5.22%	5.22%
Other debt [Member]
Line of Credit Facility [Line Items]
Weighted average effective interest rate	7.38%	5.00%
Short-term debt [Member]
Line of Credit Facility [Line Items]
Weighted average effective interest rate	6.45%	3.11%
Long-term debt [Member]
Line of Credit Facility [Line Items]
Weighted average effective interest rate	4.48%	3.23%

Commitments and Contingencies (Tables)

12 Months Ended

Dec. 31, 2022

Commitments and Contingencies Disclosure [Abstract]

Components of Lease Expense

The following table summarizes the components of our lease expense:


	Year ended December 31,
(dollars in thousands)	2022		2021		2020
Operating lease cost(1)	$	9,501	$	9,636	$	41,210
Variable lease cost	1,670		2,478		4,266
Sublease income	(2,763)		(1,516)		(3,120)
Net lease cost	$	8,408	$	10,598	$	42,356

(1)Includes short-term lease costs, which were immaterial.

Schedule of Maturities of Operating Lease Liabilities

Maturities of our operating lease liabilities as of December 31, 2022 were as follows:


Years ending December 31, (dollars in thousands)	Operating leases
2023	$	9,978
2024	7,699
2025	6,659
2026	6,104
2027	6,207
Thereafter	26,790
Total lease payments	63,437
Less: Amount representing interest	10,796
Present value of future payments	$	52,641

Schedule Of Supplemental Balance Sheet Information Related To Leases

Our ROU assets and lease liabilities are included in the following line items in our consolidated balance sheet:


(dollars in thousands)	December 31, 2022		December 31, 2021
Operating leases
Operating lease ROU assets	$	45,899	$	53,883

Accrued expenses and other current liabilities	$	7,723	$	9,170
Operating lease liabilities, net of current portion	44,918		53,386
Total operating lease liabilities	$	52,641	$	62,556

The weighted average remaining lease terms and discount rates were as follows:


(dollars in thousands)	December 31, 2022		December 31, 2021		December 31, 2020
Operating leases
Weighted average remaining lease term (years)	8.5		8.9		4.6
Weighted average discount rate	4.63	%	4.68	%	5.70	%

Schedule Of Supplemental Cash Flow Information Related To Leases

Supplemental cash flow information related to leases was as follows:


	Year ended December 31,
(dollars in thousands)	2022		2021		2020
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases(1)	$	11,439	$	11,338	$	26,713
Right-of-use assets obtained in exchange for lease obligations (non-cash):
Operating leases	—		5,358		11,002

(1)The 2020 amount was revised to correct an immaterial disclosure error in the previously filed consolidated financial statements.

Schedule of Security Incident Expense and Probable Insurance Recoveries

We recorded expenses and offsetting probable insurance recoveries related to the Security Incident as follows:


	Years ended December 31,
(dollars in thousands)	2022		2021		2020
Gross expense	$	57,614	$	40,561	$	9,830
Offsetting probable insurance recoveries	(1,891)		(38,745)		(9,364)
Net expense	$	55,723	$	1,816	$	466

The following summarizes our cumulative expenses, insurance recoveries recognized and insurance recoveries paid as of:


(dollars in thousands)	December 31, 2022		December 31, 2021		December 31, 2020
Cumulative gross expense	$	108,005	$	50,391	$	9,830
Cumulative offsetting insurance recoveries recognized	(50,000)		(48,109)		(9,364)
Cumulative net expense	$	58,005	$	2,282	$	466

Cumulative offsetting insurance recoveries paid	$	(50,000)	$	(29,968)	$	(3,075)

Stock-Based Compensation (Summary of Stock-Based Compensation Expense) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Employee Service Stock-based Compensation, Allocation of Recognized Period Costs [Line Items]
Allocated stock-based compensation expense	$ 110,294	$ 120,379	$ 87,257
Cost of recurring [Member]
Employee Service Stock-based Compensation, Allocation of Recognized Period Costs [Line Items]
Allocated stock-based compensation expense	11,258	12,405	5,793
Cost of one-time services and other [Member]
Employee Service Stock-based Compensation, Allocation of Recognized Period Costs [Line Items]
Allocated stock-based compensation expense	3,178	7,547	7,581
Total included in cost of revenue [Member]
Employee Service Stock-based Compensation, Allocation of Recognized Period Costs [Line Items]
Allocated stock-based compensation expense	14,436	19,952	13,374
Sales, marketing and customer success [Member]
Employee Service Stock-based Compensation, Allocation of Recognized Period Costs [Line Items]
Allocated stock-based compensation expense	21,409	20,283	15,514
Research and development [Member]
Employee Service Stock-based Compensation, Allocation of Recognized Period Costs [Line Items]
Allocated stock-based compensation expense	24,207	27,080	18,527
General and administrative [Member]
Employee Service Stock-based Compensation, Allocation of Recognized Period Costs [Line Items]
Allocated stock-based compensation expense	50,242	53,064	39,842
Total included in operating expenses [Member]
Employee Service Stock-based Compensation, Allocation of Recognized Period Costs [Line Items]
Allocated stock-based compensation expense	$ 95,858	$ 100,427	$ 73,883

Stockholders' Equity (Details) - USD ($) $ in Millions	12 Months Ended
Stockholders' Equity (Details) - USD ($) $ in Millions	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Equity [Abstract]
Treasury stock, shares, acquired	0	1,592,933	714,000
Stock repurchase program, authorized amount		$ 250.0
Stock repurchase program, remaining authorized repurchase amount	$ 250.0

Stock-Based Compensation (Summary of Unvested Restricted Stock Units, Activity) (Details) - USD ($)
$ / shares in Units, $ in Thousands

12 Months Ended

Dec. 31, 2022

Dec. 31, 2021

Dec. 31, 2020

Restricted stock unit, time-based [Member]

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Unvested, number, beginning of period

336,199

Unvested, weighted average grant date fair value, beginning of period

$ 77.99

Granted, number

287,198

Granted, weighted average grant date fair value

$ 62.38

$ 77.74

$ 56.66

Forfeited, number

(48,343)

Forfeited, weighted average grant date fair value

$ 65.80

Vested, number

(119,346)

Vested, weighted average grant date fair value

$ 77.59

Unvested, number, end of period

455,708

336,199

Unvested, weighted average grant date fair value, end of period

$ 68.81

$ 77.99

Unvested, aggregate intrinsic value

^[1]

$ 26,823

Restricted stock units, performance-based [Member]

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Unvested, number, beginning of period

943,071

Unvested, weighted average grant date fair value, beginning of period

$ 73.62

Granted, number

977,377

Granted, weighted average grant date fair value

$ 61.79

$ 71.91

$ 60.21

Forfeited, number

(114,071)

Forfeited, weighted average grant date fair value

$ 63.47

Vested, number

(702,117)

Vested, weighted average grant date fair value

$ 71.93

Unvested, number, end of period

1,104,260

943,071

Unvested, weighted average grant date fair value, end of period

$ 64.94

$ 73.62

Unvested, aggregate intrinsic value

$ 64,997

[1]	The intrinsic value is calculated as the market value as of the end of the fiscal period.

Stock-Based Compensation (Tables)

12 Months Ended

Dec. 31, 2022

Share-Based Payment Arrangement [Abstract]

Summary of Awards Outstanding by Each Award Type

The following table sets forth the number of awards outstanding for each award type as of:


	Outstanding at December 31,
Award type	2022	2021
Restricted stock awards	1,345,608	1,192,810
Time-based restricted stock units	455,708	336,199
Performance-based restricted stock units	1,104,260	943,071

Summary of Stock-Based Compensation Expense

The following table summarizes stock-based compensation expense:


	Years ended December 31,
(in thousands)	2022		2021		2020
Included in cost of revenue:
Cost of recurring	$	11,258	$	12,405	$	5,793
Cost of one-time services and other	3,178		7,547		7,581
Total included in cost of revenue	14,436		19,952		13,374
Included in operating expenses:
Sales, marketing and customer success	21,409		20,283		15,514
Research and development	24,207		27,080		18,527
General and administrative	50,242		53,064		39,842
Total included in operating expenses	95,858		100,427		73,883
Total stock-based compensation expense	$	110,294	$	120,379	$	87,257

Summary of Unvested Restricted Stock Awards, Activity

The following table summarizes our unvested restricted stock awards as of December 31, 2022, and changes during the year then ended:


Restricted stock awards	Restricted stock awards	Weighted average grant-date fair value		Aggregate intrinsic value(1) (in thousands)
Unvested at January 1, 2022	1,192,810	$	78.73
Granted	846,295	60.90
Forfeited	(179,686)	69.29
Vested	(513,811)	79.83
Unvested at December 31, 2022	1,345,608	68.09		$	79,202

(1)The intrinsic value is calculated as the market value as of the end of the fiscal period.

Summary of Unvested Restricted Stock Units, Activity

The following table summarizes our unvested, time-based restricted stock units as of December 31, 2022, and changes during the year then ended:


Time-based restricted stock units	Restricted stock units	Weighted average grant-date fair value		Aggregate intrinsic value(1) (in thousands)
Unvested at January 1, 2022	336,199	$	77.99
Granted	287,198	62.38
Forfeited	(48,343)	65.80

Vested	(119,346)	77.59
Unvested at December 31, 2022	455,708	68.81		$	26,823

(1)The intrinsic value is calculated as the market value as of the end of the fiscal period.

The following table summarizes our unvested, performance-based restricted stock units as of December 31, 2022, and changes during the year then ended:


Performance-based restricted stock units	Restricted stock units	Weighted average grant-date fair value		Aggregate intrinsic value(1) (in thousands)
Unvested at January 1, 2022	943,071	$	73.62
Granted	977,377	61.79
Forfeited	(114,071)	63.47

Vested	(702,117)	71.93
Unvested at December 31, 2022	1,104,260	64.94		$	64,997

(1)The intrinsic value is calculated as the market value as of the end of the fiscal period.

Income Taxes (Details) $ in Thousands	Dec. 31, 2022 USD ($)
Income Taxes [Line Items]
Unrecognized tax benefit that, if recognized, would favorably affect the effective tax rate	$ 3,100
Domestic Tax Authority [Member]
Income Taxes [Line Items]
Operating loss carryforwards	31,100
Operating loss carryforwards subject to expiration	13,800
Tax credit carryforwards	16,900
Foreign Tax Authority [Member]
Income Taxes [Line Items]
Operating loss carryforwards	5,300
Operating loss carryforwards subject to expiration	62
State and Local Jurisdiction [Member]
Income Taxes [Line Items]
Operating loss carryforwards	38,300
Tax credit carryforwards	$ 36,100

Income Taxes (Schedule of Components of Income Tax Expense) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Current taxes:
U.S. Federal	$ 3,485	$ (2,499)	$ (407)
U.S. State and local	5,708	(257)	1,563
International	7,283	6,570	3,904
Total current taxes	16,476	3,814	5,060
Deferred taxes:
U.S. Federal	(16,880)	(4,615)	(1,064)
U.S. State and local	(9,319)	222	7,725
International	(445)	1,964	2,176
Total deferred taxes	(26,644)	(2,429)	8,837
Total income tax (benefit) provision	$ (10,168)	$ 1,385	$ 13,897

Property and Equipment and Software and Content Development Costs (Tables)

12 Months Ended

Dec. 31, 2022

Property and equipment [Member]

Property, Plant and Equipment [Line Items]

Schedule of Property and Equipment

Property and equipment consisted of the following as of:


	Estimated useful life (years)	December 31,
(dollars in thousands)		2022		2021
Land	—	$	9,548	$	9,548
Building	39	61,284		61,284
Building improvements	7 - 20	10,874		10,874
Equipment	1 - 5	2,312		2,320
Computer hardware	1 - 5	47,886		47,768
Computer software	1 - 5	20,299		21,347
Construction in progress	—	3,500		2,135
Furniture and fixtures	2 - 7	3,264		2,658
Leasehold improvements	Lesser of lease term or estimated useful life	11,822		12,086
Total property and equipment		170,789		170,020
Less: accumulated depreciation		(63,363)		(58,592)
Property and equipment, net		$	107,426	$	111,428

Software and content development

Property, Plant and Equipment [Line Items]

Schedule of Property and Equipment

Software and content development costs consisted of the following as of:


	Estimated useful life (years)	December 31,
(dollars in thousands)		2022		2021
Software development costs	3 - 7	$	250,551	$	196,337
Content development costs	5	3,409		—
Less: accumulated amortization		(112,937)		(74,960)
Software and content development costs, net		$	141,023	$	121,377

Income Taxes (Summary of Changes in Unrecognized Tax Benefits) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Income Tax Disclosure [Abstract]
Balance at December 31, 2021	$ 3,651	$ 4,625	$ 4,346
Increases from prior period positions	89	6	414
Decreases in prior year positions	(908)	(57)	(614)
Increases from current period positions	629	1,751	491
Settlements (payments)	0	(1,192)	0
Lapse of statute of limitations	(378)	(1,482)	(12)
Balance at December 31, 2022	$ 3,083	$ 3,651	$ 4,625

Property and Equipment and Software and Content Development Costs (Schedule of Software Development Costs) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Property, Plant and Equipment [Line Items]
Software development costs	$ 250,551	$ 196,337
Content development costs	3,409	0
Less: accumulated amortization	(112,937)	(74,960)
Software and content development costs, net	$ 141,023	$ 121,377
Software development [Member] \| Minimum [Member]
Property, Plant and Equipment [Line Items]
Estimated useful life (years)	3 years
Software development [Member] \| Maximum [Member]
Property, Plant and Equipment [Line Items]
Estimated useful life (years)	7 years
Content [Member] \| Maximum [Member]
Property, Plant and Equipment [Line Items]
Estimated useful life (years)	5 years

Earnings Per Share

12 Months Ended

Dec. 31, 2022

Earnings Per Share [Abstract]

Earnings Per Share


5. (Loss) Earnings Per Share

The following table sets forth the computation of basic and diluted (loss) earnings per share:


	Years ended December 31,
(dollars in thousands, except per share amounts)	2022		2021		2020
Numerator:
Net (loss) income	$	(45,407)	$	5,698	$	7,717
Denominator:
Weighted average common shares	51,569,148		47,412,306		48,184,714
Add effect of dilutive securities:
Stock-based awards	—		818,132		511,627
Weighted average common shares assuming dilution	51,569,148		48,230,438		48,696,341
(Loss) earnings per share:
Basic	$	(0.88)	$	0.12	$	0.16
Diluted	$	(0.88)	$	0.12	$	0.16

Anti-dilutive shares excluded from calculations of diluted (loss) earnings per share	1,046,307		974,110		956,303

Diluted loss per share for the year ended December 31, 2022 was the same as basic loss per share as there was a net loss in the period and inclusion of potentially dilutive securities was anti-dilutive.

Consolidated Statements of Stockholders' Equity - USD ($)
$ in Thousands

Total

Common stock [Member]

Additional paid-in capital [Member]

Treasury stock [Member]

Accumulated other comprehensive loss [Member]

Retained earnings [Member]

Balance (in shares) at Dec. 31, 2019

60,206,091

Balance at Dec. 31, 2019

$ 396,764

$ 60

$ 457,804

$ (290,665)

$ (5,290)

$ 234,855

Increase (Decrease) in Stockholders' Equity [Roll Forward]

Net (loss) income

$ 7,717

7,717

Dividends per share (in dollars per share)

$ 0.12

Payment of dividends

^[1]

$ (5,960)

(5,960)

Purchase of treasury shares under stock repurchase program (in shares)

714,000

Purchase of treasury shares under stock repurchase program, cost method

$ (41,001)

(41,001)

Exercise of stock options and vesting of restricted stock units (in shares)

218,141

Exercise of stock options and vesting of restricted stock units

$ 4

Employee taxes paid for withheld shares upon equity award settlement (in shares)

273,914

Employee taxes paid for withheld shares upon equity award settlement

$ (21,425)

(21,425)

Stock-based compensation

87,257

87,155

102

Restricted stock grants (in shares)

657,483

Restricted stock grants

$ 1

Restricted stock cancellations (in shares)

(177,077)

Other comprehensive income

2,793

Balance (in shares) at Dec. 31, 2020

60,904,638

Balance at Dec. 31, 2020

426,150

$ 61

544,963

(353,091)

(2,497)

236,714

Increase (Decrease) in Stockholders' Equity [Roll Forward]

Net (loss) income

$ 5,698

5,698

Purchase of treasury shares under stock repurchase program (in shares)

1,592,933

Purchase of treasury shares under stock repurchase program, cost method

$ (108,416)

(108,416)

Exercise of stock options and vesting of restricted stock units (in shares)

1,014,562

Exercise of stock options and vesting of restricted stock units

$ 1

Employee taxes paid for withheld shares upon equity award settlement (in shares)

535,604

Employee taxes paid for withheld shares upon equity award settlement

$ (39,404)

(39,404)

Stock-based compensation

120,379

120,335

Restricted stock grants (in shares)

596,763

Restricted stock grants

$ 0

Restricted stock cancellations (in shares)

(194,720)

Other comprehensive income

9,019

Stock Issued During Period, Shares, Acquisitions

3,844,423

Stock Issued During Period, Value, Acquisitions

303,633

$ 4

303,629

Balance (in shares) at Dec. 31, 2021

66,165,666

Balance at Dec. 31, 2021

717,060

$ 66

968,927

(500,911)

6,522

242,456

Increase (Decrease) in Stockholders' Equity [Roll Forward]

Net (loss) income

$ (45,407)

(45,407)

Purchase of treasury shares under stock repurchase program (in shares)

Exercise of stock options and vesting of restricted stock units (in shares)

1,015,304

Exercise of stock options and vesting of restricted stock units

$ 0

Employee taxes paid for withheld shares upon equity award settlement (in shares)

562,425

Employee taxes paid for withheld shares upon equity award settlement

$ (36,376)

(36,376)

Stock-based compensation

110,294

Restricted stock grants (in shares)

846,295

Restricted stock grants

$ 2

Restricted stock cancellations (in shares)

(179,686)

Other comprehensive income

2,416

Adjustments to Additional Paid in Capital, Stock Issued, Issuance Costs

(1,352)

Retirements of Common Stock, Shares

^[2]

(33,535)

Adjustments to Additional Paid in Capital, Stock Issued, Retirements

^[2]

(2,605)

Balance (in shares) at Dec. 31, 2022

67,814,044

Balance at Dec. 31, 2022

$ 744,032

$ 68

$ 1,075,264

$ (537,287)

$ 8,938

$ 197,049

[1]	Represents dividends paid in Q1 2020. Refer to the discussion of our Board of Directors' decision to discontinue the declaration and payments of all cash dividends beginning in Q2 2020 in Note 14 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2020, as filed with the SEC on February 23, 2021.
[2]	Represents shares retired after determining certain EVERFI's selling shareholders would be paid in cash, rather than shares of our common stock. See Note 3 for additional information regarding our acquisition of EVERFI.

Segment Information (Tables)

12 Months Ended

Dec. 31, 2022

Segment Reporting [Abstract]

Long-Lived Assets By Geographic Region


	Years ended December 31,
(dollars in thousands)	2022		2021
United States	$	151,656	$	163,241
Other countries	1,669		2,070
Total long-lived assets	$	153,325	$	165,311

Consolidated Balance Sheets - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Current assets:
Cash and cash equivalents	$ 31,691	$ 55,146
Total restricted cash	702,240	596,616
Accounts receivable, net of allowance of $7,318 and $11,155 at December 31, 2022 and December 31, 2021, respectively	102,809	102,726
Customer funds receivable	249	977
Prepaid expenses and other current assets	81,654	95,506
Total current assets	918,643	850,971
Property and equipment, net	107,426	111,428
Operating lease right-of-use assets	45,899	53,883
Software development costs, net	141,023	121,377
Goodwill	1,050,272	1,058,640
Intangible assets, net	635,136	698,052
Other assets	94,304	77,266
Total assets	2,992,703	2,971,617
Current liabilities:
Trade accounts payable	42,559	22,067
Accrued expenses and other current liabilities	86,002	100,096
Due to customers	700,860	594,273
Debt, current portion	18,802	18,697
Deferred revenue, current portion	382,419	374,499
Total current liabilities	1,230,642	1,109,632
Debt, net of current portion	840,241	937,483
Deferred tax liability	125,759	148,465
Deferred revenue, net of current portion	2,817	4,247
Operating lease liabilities, net of current portion	44,918	53,386
Other liabilities	4,294	1,344
Total liabilities	2,248,671	2,254,557
Commitments and contingencies (see Note 11)
Stockholders' equity:
Preferred stock; 20,000,000 shares authorized, none outstanding	$ 0	$ 0
Preferred stock, shares authorized	20,000,000	20,000,000
Preferred stock, shares outstanding	0	0
Common stock, $0.001 par value; 180,000,000 shares authorized, 67,814,044 and 66,165,666 shares issued at December 31, 2022 and December 31, 2021, respectively	$ 68	$ 66
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	180,000,000	180,000,000
Common stock, shares issued	67,814,044	66,165,666
Additional paid-in capital	$ 1,075,264	$ 968,927
Treasury stock, at cost; 14,745,230 and 14,182,805 shares at December 31, 2022 and December 31, 2021, respectively	$ (537,287)	$ (500,911)
Treasury stock, shares	14,745,230	14,182,805
Accumulated other comprehensive income	$ 8,938	$ 6,522
Retained earnings	197,049	242,456
Total stockholders' equity	744,032	717,060
Total liabilities and stockholders' equity	$ 2,992,703	$ 2,971,617

Defined Contribution Plan

12 Months Ended

Dec. 31, 2022

Retirement Benefits [Abstract]

Defined Contribution Plan


15. Defined Contribution Plan

We have a defined contribution 401(k) plan (the "401K Plan") covering substantially all employees. Employees were able to contribute between 1% and 75% of their salaries in 2022, 2021 and 2020. We match 50% of qualified employees’ contributions up to 6% of their salary. The 401K Plan also provides for additional employer contributions to be made at our discretion. We suspended our 401(k) match program between April 1, 2020 and December 31, 2020 in response to COVID-19. Total matching contributions to the 401K Plan for the years ended December 31, 2022, 2021 and 2020 were $9.3 million, $6.5 million and $1.9 million, respectively.

In December 2020, we made a discretionary matching contribution to eligible employees 401(k) plans totaling $1.2 million, given our financial performance during the fourth quarter. There were no discretionary contributions by us to the 401K Plan in 2022 and 2021.

Basis of Presentation (Changes in Allowance for Sales Returns and Doubtful Accounts) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Allowance for credit losses [Member]
SEC Schedule, 12-09, Valuation and Qualifying Accounts Disclosure [Line Items]
Balance at beginning of year	$ 9,375	$ 9,016	$ 4,011
Provision/adjustment	1,281	4,483	6,787
Write-off	5,162	4,565	2,363
Recovery	528	441	581
Balance at end of year	6,022	9,375	9,016
Allowance for sales returns [Member]
SEC Schedule, 12-09, Valuation and Qualifying Accounts Disclosure [Line Items]
Balance at beginning of year	1,780	1,276	1,518
Provision/adjustment	4,785	6,967	6,443
Write-off	5,269	6,463	6,685
Balance at end of year	$ 1,296	$ 1,780	$ 1,276

Basis of Presentation

9 Months Ended

Sep. 30, 2022

Accounting Policies [Abstract]

Basis of Presentation


2. Basis of Presentation

Basis of presentation

The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”).

Basis of consolidation

The consolidated financial statements include the accounts of Blackbaud, Inc. and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.

Use of estimates

Recently adopted accounting pronouncements

Recently issued accounting pronouncements

There are no recently issued accounting pronouncements that are expected to have a material impact on our financial position or results of operations when adopted in the future.

Summary of significant accounting policies

Revenue recognition

We determine revenue recognition through the following steps:

•Identification of the contract, or contracts, with a customer;

•Identification of the performance obligations in the contract;

•Determination of the transaction price;

•Allocation of the transaction price to the performance obligations in the contract; and

•Recognition of revenue when, or as, we satisfy a performance obligation.

Recurring

One-time services and other

Contracts with multiple performance obligations

Costs of obtaining contracts, contract assets and deferred revenue

Sales taxes

We present sales taxes and other taxes collected from customers and remitted to governmental authorities on a net basis and, as such, exclude them from revenues.

Fair value measurements

•Level 1 - Quoted prices for identical assets or liabilities in active markets;

•Level 3 - Valuations derived from valuation techniques in which one or more significant inputs are unobservable.

Derivative instruments

Cash and cash equivalents

We consider all highly liquid investments purchased with an original maturity of three months or less and cash items in transit to be cash equivalents.

Restricted cash due to customers; Customer funds receivable; Due to customers

Concentration of credit risk

Financial instruments that potentially subject us to concentrations of credit risk consist of cash and cash equivalents, restricted cash due to customers and accounts receivable. Our cash and cash equivalents and restricted cash due to customers are placed with high credit-quality financial institutions. Our accounts receivable is derived from sales to customers. With respect to accounts receivable, we perform ongoing evaluations of our customers and maintain an allowance for credit losses based on historical experience and our expectations of future credit losses. As of and for the years ended December 31, 2022, 2021 and 2020, there were no significant concentrations with respect to our consolidated revenues or accounts receivable.

Property and equipment

Construction-in-progress primarily related to purchases of facilities and information technology assets which had not been placed in service at the respective balance sheet dates. We transfer these assets to the applicable property and equipment category on the date they are placed in service. There was no capitalized interest applicable to construction-in-progress for the years ended December 31, 2022, 2021 and 2020.

Business combinations

Goodwill

The quantitative impairment test compares the fair values of identified reporting units with their respective carrying amounts. If the carrying amount of a reporting unit exceeds its fair value, an impairment loss is recognized in an amount equal to that excess. Based on our current internal reporting structure, we currently have one operating segment, one reportable segment, and one reporting unit. In each of 2022, 2021 and 2020, we performed the quantitative impairment test, which indicated that the estimated fair values of the identified reporting units significantly exceeded their respective carrying values. There was no impairment of goodwill during 2022, 2021 and 2020.

Intangible assets other than goodwill

We amortize finite-lived intangible assets over their estimated useful lives as follows.


	Basis of amortization	Amortization period (in years)
Customer relationships	Straight-line and accelerated(1)	8-17
Marketing assets	Straight-line and accelerated(1)	14-15
Developed technology	Straight-line and accelerated(1)	3-14
Content	Straight-line	9

(1)Certain of the customer relationships, marketing assets and developed technology assets are amortized on an accelerated basis.

We write off the gross carrying amount and accumulated amortization balances for all fully amortized intangible assets. We evaluate the estimated useful lives and the potential for impairment of finite and indefinite-lived intangible assets on an annual basis or more frequently if events or circumstances indicate revised estimates of useful lives may be appropriate or that the carrying amount may be impaired. If the carrying amount of a finite-lived intangible asset is no longer recoverable based upon the undiscounted cash flows of the asset, the amount of impairment is the difference between the carrying amount and the fair value of the asset. Substantially all of our intangible assets were acquired in business combinations. See Note 6 to these consolidated financial statements for a discussion of our impairment of certain intangible assets during 2022. There were no impairments of acquired intangible assets during 2021 and 2020.

Impairment of long-lived assets

We review long-lived assets for impairment when events change or circumstances indicate the carrying amount may not be recoverable. Events or changes in circumstances that indicate the carrying amount may not be recoverable include, but are not limited to, a significant decrease in the market value of the business or asset acquired, a significant adverse change in the extent or manner in which the business or asset acquired is used or significant adverse change in the business climate. If such events or changes in circumstances are present, the undiscounted cash flow method is used to determine whether the asset or asset group is impaired. See Note 6 to these consolidated financial statements for a discussion of our impairment of certain long-lived assets during 2022, 2021 and 2020.

Deferred financing costs and debt discount

Stock-based compensation

We measure stock-based compensation cost at the grant date based on the fair value of the award and recognize it as expense over the requisite service period, which is the vesting period.

Income taxes

Foreign currency

Gains and losses resulting from foreign currency transactions denominated in currency other than the functional currency are recorded at the approximate rate of exchange at the transaction date in other income, net. For the year ended December 31, 2022, we recorded a net foreign currency gain of $4.6 million. During the years ended December 31, 2021 and 2020, we recorded net foreign currency losses that were $1.6 million and $1.1 million, respectively.

Research and development

Software and content development costs

Qualifying capitalized software and content development costs are amortized on a straight-line basis over the software asset's estimated useful life, which is generally 3 to 7 years. We evaluate the useful lives of these assets on an annual basis and test for impairment whenever events or changes in circumstances occur that could impact the recoverability of these assets. See Note 6 to these consolidated financial statements for a discussion of our impairment of certain capitalized software development costs during 2022 and 2020. There were no impairment charges related to capitalized software or content development costs during 2021. We write off the gross carrying amount and accumulated amortization balances for all fully amortized software and content development cost assets.

Allowance for credit losses

Below is a summary of the changes in our allowance for credit losses.


Years ended December 31, (in thousands)	Balance at beginning of year		Provision/ adjustment		Write-off		Recovery		Balance at end of year
2022	$	9,375	$	1,281	$	(5,162)	$	528	$	6,022
2021	9,016		4,483		(4,565)		441		9,375
2020	4,011		6,787		(2,363)		581		9,016

Allowance for sales returns

Below is a summary of the changes in our allowance for sales returns.


Years ended December 31, (in thousands)	Balance at beginning of year		Provision/ adjustment		Deduction		Balance at end of year
2022	$	1,780	$	4,785	$	(5,269)	$	1,296
2021	1,276		6,967		(6,463)		1,780
2020	1,518		6,443		(6,685)		1,276

Advertising costs

We expense advertising costs as incurred, which were $16.5 million, $7.1 million and $3.0 million for the years ended December 31, 2022, 2021 and 2020, respectively.

Restructuring costs

Leases

Loss contingencies

(Loss) earnings per share

Fair Value Measurements (Assets and Liabilities Measured at Fair Value on a Recurring Basis) (Details) - USD ($)
$ in Thousands

Dec. 31, 2022

Dec. 31, 2021

Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]

Contingent consideration obligations

^[1]

$ 2,710

$ 0

Derivative Asset, Statement of Financial Position [Extensible Enumeration]

Other assets

Fair value measurements, recurring [Member]

Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]

Interest rate swaps

$ 31,870

7,160

Foreign currency forward contracts

247

Total financial assets

32,117

7,160

Foreign currency forward contracts

323

Contingent consideration obligations

2,710

Total financial liabilities

3,033

Fair value measurements, recurring [Member] | Level 1 [Member]

Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]

Interest rate swaps

Foreign currency forward contracts

Total financial assets

Foreign currency forward contracts

Contingent consideration obligations

Total financial liabilities

Fair value measurements, recurring [Member] | Level 2 [Member]

Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]

Interest rate swaps

31,870

7,160

Foreign currency forward contracts

247

Total financial assets

32,117

7,160

Foreign currency forward contracts

323

Contingent consideration obligations

Total financial liabilities

323

Fair value measurements, recurring [Member] | Level 3 [Member]

Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]

Interest rate swaps

Foreign currency forward contracts

Total financial assets

$ 0

Foreign currency forward contracts

Contingent consideration obligations

2,710

Total financial liabilities

$ 2,710

[1]	See discussion of our acquisition of Kilter at Note 3 to these consolidated financial statements.

Document and Entity Information Document - USD ($)	12 Months Ended
Document and Entity Information Document - USD ($)	Dec. 31, 2022	Feb. 17, 2023	Jun. 30, 2022
Document Information [Line Items]
Document type	10-K
Document annual report	true
Document period end date	Dec. 31, 2022
Current fiscal year end date	--12-31
Document transition report	false
Entity file number	000-50600
Entity registrant name	Blackbaud, Inc.
Entity incorporation, state or country code	DE
Entity tax identification number	11-2617163
Entity address, address line one	65 Fairchild Street
Entity address, city or town	Charleston
Entity address, state or province	SC
Entity address, postal zip code	29492
City area code	843
Local phone number	216-6200
Entity well-known seasoned issuer	Yes
Entity voluntary filers	No
Entity current reporting status	Yes
Entity interactive data current	Yes
Entity filer category	Large Accelerated Filer
Entity small business	false
Entity emerging growth company	false
ICFR auditor attestation flag	true
Entity shell company	false
Entity public float			$ 2,497,064,121
Entity common stock, shares outstanding		53,215,892
Documents incorporated by reference	Portions of the registrant's definitive Proxy Statement for the 2023 Annual Meeting of Stockholders currently scheduled to be held June 14, 2023 are incorporated by reference into Part III hereof. Such definitive Proxy Statement will be filed with the U.S. Securities and Exchange Commission no later than 120 days after the conclusion of the registrant's fiscal year ended December 31, 2022.
Amendment flag	false
Document fiscal year focus	2022
Document fiscal period focus	FY
Entity central index key	0001280058
Common stock [Member]
Document Information [Line Items]
Title of 12(b) security	Common Stock, $0.001 Par Value
Trading symbol	BLKB
Security exchange name	NASDAQ
Preferred stock purchase rights [Member]
Document Information [Line Items]
Title of 12(b) security	Preferred Stock Purchase Rights
Security exchange name	NASDAQ
No Trading Symbol Flag	true

Consolidated Financial Statement Details (Components of Prepaid Expenses and Other Assets) (Details) - USD ($)
$ in Thousands

12 Months Ended

Dec. 31, 2022

Dec. 31, 2021

Dec. 31, 2020

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Costs of obtaining contracts

^[1],[2]

$ 74,272

$ 78,465

Prepaid software maintenance and subscriptions

^[3]

34,766

28,880

Derivative instruments

32,117

7,160

Implementation costs for cloud computing arrangements

^[4],[5]

10,189

11,892

Unbilled accounts receivable

5,775

5,443

Prepaid insurance

4,902

5,363

Taxes, prepaid and receivable

1,855

3,986

Deferred tax assets

1,153

1,546

Receivables for probable insurance recoveries

^[6],[7]

18,202

Other assets

10,929

11,835

Total prepaid expenses and other assets

175,958

172,772

Less: Long-term portion

94,304

77,266

Prepaid expenses and other current assets

81,654

95,506

Amortization expense from costs of obtaining contracts

33,600

35,500

$ 37,400

Cost of obtaining contracts, current portion

29,100

30,200

Prepaid software maintenance and subscriptions, current portion

31,700

24,700

Implementation costs for cloud computing arrangements, amortization

2,200

1,900

$ 800

Implementation costs for cloud computing arrangements, accumulated amortization

$ 5,200

$ 3,000

[1]	Amortization expense from costs of obtaining contracts was $33.6 million, $35.5 million and $37.4 million for the years ended December 31, 2022, 2021 and 2020, respectively, and is included in sales, marketing and customer success expense in our consolidated statements of comprehensive income.
[2]	The current portion of costs of obtaining contracts as of December 31, 2022 and 2021 was $29.1 million and $30.2 million, respectively.
[3]	The current portion of prepaid software maintenance and subscriptions as of December 31, 2022 and December 31, 2021 was $31.7 million and $24.7 million, respectively.
[4]	Amortization expense from capitalized cloud computing implementation costs was $2.2 million, $1.9 million and $0.8 million for the years ended December 31, 2022, 2021 and 2020, respectively. Accumulated amortization for these costs was $5.2 million and $3.0 million as of December 31, 2022 and 2021, respectively.
[5]	These costs primarily relate to the multi-year implementations of our new global enterprise resource planning and customer relationship management systems.
[6]	All receivables for probable insurance recoveries were classified as current.
[7]	See discussion of the Security Incident at Note 11 to these consolidated financial statements.

Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Revenue
Revenue	$ 1,058,105	$ 927,740	$ 913,219
Cost of revenue
Cost of revenue	505,389	443,195	428,065
Gross profit	552,716	484,545	485,154
Operating expenses
Sales, marketing and customer success	221,455	186,314	209,762
Research and development	156,913	124,573	100,146
General and administrative	199,908	146,262	134,852
Amortization	2,925	2,227	2,915
Restructuring	0	263	236
Total operating expenses	581,201	459,639	447,911
(Loss) income from operations	(28,485)	24,906	37,243
Interest expense	(35,803)	(18,003)	(17,287)
Other income, net	8,713	180	1,658
Income (Loss) from Continuing Operations before Income Taxes, Noncontrolling Interest	(55,575)	7,083	21,614
Income tax (benefit) provision	(10,168)	1,385	13,897
Net (loss) income	$ (45,407)	$ 5,698	$ 7,717
(Loss) earnings per share
Basic earnings per share	$ (0.88)	$ 0.12	$ 0.16
Diluted earnings per share	$ (0.88)	$ 0.12	$ 0.16
Common shares and equivalents outstanding
Basic weighted average shares	51,569,148	47,412,306	48,184,714
Diluted weighted average shares	51,569,148	48,230,438	48,696,341
Other comprehensive income
Foreign currency translation adjustment	$ (16,160)	$ 661	$ 4,571
Unrealized gain (loss) on derivative instruments, net of tax	18,576	8,358	(1,778)
Total other comprehensive income	2,416	9,019	2,793
Comprehensive (loss) income	(42,991)	14,717	10,510
Recurring [Member]
Revenue
Revenue	1,011,733	880,850	850,745
Cost of revenue
Cost of revenue	463,449	390,803	369,681
Cost of one-time services and other [Member]
Revenue
Revenue	46,372	46,890	62,474
Cost of revenue
Cost of revenue	$ 41,940	$ 52,392	$ 58,384

Goodwill and Other Intangible Assets (Change in Goodwill) (Details)
$ in Thousands

12 Months Ended

Dec. 31, 2022

USD ($)

Goodwill [Line Items]

Balance at December 31, 2021

$ 1,058,640

Adjustments related to dispositions

(2,501)

^[1]

Effect of foreign currency translation

(7,245)

Balance at December 31, 2022

1,050,272

Kilter [Member]

Goodwill [Line Items]

3,610

^[2]

EVERFI [Member]

Goodwill [Line Items]

$ (2,232)

^[3]

[1]	See Note 3 to these consolidated financial statements for a summary of our disposition of Blackbaud FIMS and DonorCentral NXT.
[2]	See Note 3 to these consolidated financial statements for a discussion of our acquisition of Kilter.
[3]	See Note 3 to these consolidated financial statements for a discussion of the measurement period adjustments during the year ended December 31, 2022 to the estimated fair value of the EVERFI assets acquired and liabilities assumed.

- Definition

Amount after accumulated impairment loss of an asset representing future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized.

+ References + Details

Revenue Recognition

12 Months Ended

Dec. 31, 2022

Revenue from Contract with Customer [Abstract]

Revenue from Contract with Customer


17. Revenue Recognition

Transaction price allocated to the remaining performance obligations

As of December 31, 2022, approximately $1.0 billion of revenue is expected to be recognized from remaining performance obligations. We expect to recognize revenue on approximately 60% of these remaining performance obligations over the next 12 months, with the remainder recognized thereafter.

We applied the practical expedient in ASC 606-10-50-14 and have excluded the value of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less (one-time services); and (ii) contracts for which we recognize revenue at the amount to which we have the right to invoice for services performed (transactional revenue).

We also applied the practical expedient in ASC 606-10-65-1-(f)(3), whereby the transaction price allocated to the remaining performance obligations, or an explanation of when we expect to recognize that amount as revenue for all reporting periods presented before the date of the initial application, is not disclosed.

Contract balances

Our contract assets as of December 31, 2022 and December 31, 2021 were insignificant. Our closing balances of deferred revenue were as follows:


(in thousands)	December 31, 2022		December 31, 2021

Total deferred revenue	$	385,236	$	378,746

The increase in deferred revenue during 2022 was primarily due to new subscription sales of our cloud solutions and, to a lesser extent, progress in initiatives to bring our pricing in line with the market. The amount of revenue recognized during 2022 that was included in the deferred revenue balance at the beginning of the period was approximately $339 million. The amount of revenue recognized during 2022 from performance obligations satisfied in prior periods was insignificant.

Disaggregation of revenue

We sell our cloud solutions and related services in three primary geographical markets: to customers in the United States, to customers in the United Kingdom and to customers located in other countries. The following table presents our revenue by geographic area based on the address of our customers:


	Years ended December 31,
(dollars in thousands)	2022		2021		2020
United States	$	896,116	$	777,333	$	772,188
United Kingdom	101,026		89,688		84,121
Other countries	60,963		60,719		56,910
Total revenue	$	1,058,105	$	927,740	$	913,219

During the third quarter of 2022, we reorganized our market groups. The Social Sector and Corporate Sector market groups comprised our go-to-market organizations as of December 31, 2022. The following is a description of each market group as of that date:

•The Social Sector market group focuses on sales to customers and prospects in the social sector, such as nonprofits, foundations, education institutions, healthcare organizations and other not-for-profit entities globally, and includes JustGiving from Blackbaud; and

•The Corporate Sector market group focuses on sales to customers and prospects in the corporate sector globally, and includes EVERFI from Blackbaud and YourCause from Blackbaud.

The following table presents our revenue by market group:


	Years ended December 31,
(dollars in thousands)	2022		2021(1)		2020(1)
Social Sector	$	907,197	$	889,755	$	873,878
Corporate Sector	150,908		37,985		39,341

Total revenue	$	1,058,105	$	927,740	$	913,219

The following table presents our recurring revenue by type:


	Years ended December 31,
(dollars in thousands)	2022		2021		2020
Contractual recurring	$	709,097	$	601,397	$	591,272
Transactional recurring	302,636		279,453		259,473
Total recurring revenue	$	1,011,733	$	880,850	$	850,745

- Definition

The entire disclosure of revenue from contract with customer to transfer good or service and to transfer nonfinancial asset. Includes, but is not limited to, disaggregation of revenue, credit loss recognized from contract with customer, judgment and change in judgment related to contract with customer, and asset recognized from cost incurred to obtain or fulfill contract with customer. Excludes insurance and lease contracts.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-URI https://asc.fasb.org/topic&trid=49130388

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 10
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130551-203045

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (b)(2)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130556-203045

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130554-203045

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-Section 50
-Paragraph 9
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130550-203045

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (e)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130554-203045

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130554-203045

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (d)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130554-203045

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 15
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130558-203045

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (c)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130554-203045

+ Details

Consolidated Financial Statement Details (Components of Restricted Cash) (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Restricted cash due to customers	$ 700,611	$ 593,296
Real estate escrow balances and other	1,629	1,134
Total restricted cash	702,240	596,616
Restricted cash, letters of credit for operating leases	$ 0	$ 2,186

Commitments and Contingencies (Schedule of Supplemental Balance Sheet Information Related To Leases) (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Lessee, Lease, Description [Line Items]
Operating lease right-of-use assets	$ 45,899	$ 53,883
Operating lease liabilities	$ 52,641	$ 62,556
Weighted average remaining lease term (years)	8 years 6 months	8 years 10 months 24 days	4 years 7 months 6 days
Weighted average discount rate	4.63%	4.68%	5.70%
Accrued expenses and other current liabilities [Member]
Lessee, Lease, Description [Line Items]
Operating lease liabilities	$ 7,723	$ 9,170
Operating lease liabilities, net of current portion
Lessee, Lease, Description [Line Items]
Operating lease liabilities	$ 44,918	$ 53,386

Debt (Details)			1 Months Ended	12 Months Ended
Debt (Details)	Dec. 31, 2021 USD ($) shares	Jun. 02, 2017 USD ($)	Oct. 30, 2020 USD ($)	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)	Aug. 26, 2022	Jan. 31, 2022 USD ($)	Aug. 31, 2020 USD ($)
Line of Credit Facility [Line Items]
Debt instrument, term		5 years	5 years
Credit facility, maximum borrowing capacity		$ 700,000,000	$ 900,000,000
Line of credit facility, available increase capacity, amount			250,000,000					$ 250,000,000
Line of credit facility, current borrowing capacity				$ 319,800,000
Commitment fee on unused portion of revolving credit facility				0.375%
Payment of financing costs			4,000,000	$ 0	$ 3,106,000	$ 4,586,000
Capitalized financing costs to be amortized over term of facility			1,200,000
Aggregate financing costs related to debt discount and debt issuance costs	$ (4,994,000)		$ (2,000,000)	(2,943,000)	(4,994,000)
Total deferred financing costs included in other assets				900,000
Long-term debt, gross	961,174,000			$ 861,986,000	961,174,000
Maximum After December 31, 2023
Line of Credit Facility [Line Items]
Net leverage ratio								3.75
Maximum Through December 31, 2023
Line of Credit Facility [Line Items]
Net leverage ratio								4.00
EVERFI [Member]
Line of Credit Facility [Line Items]
Total cash consideration paid for the acquisition	$ 441,800,000
Shares of company's common stock, shares \| shares	3,810,888
Shares of company's common stock, value assigned	$ 301,000,000				301,000,000
Aggregate purchase price	$ 742,800,000
Global HQ [Member]
Line of Credit Facility [Line Items]
Long-term debt, gross									$ 61,100,000
Minimum [Member]
Line of Credit Facility [Line Items]
Commitment fee on unused portion of revolving credit facility			0.25%
Maximum [Member]
Line of Credit Facility [Line Items]
Net leverage ratio			3.25
Commitment fee on unused portion of revolving credit facility			0.50%
Federal funds rate option [Member]
Line of Credit Facility [Line Items]
Credit facility, variable interest rate	0.50%		0.50%
Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate
Line of Credit Facility [Line Items]
Credit facility, variable interest rate	1.00%		1.00%
Credit facility, basis spread on variable rate				2.125%
Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate \| Daily
Line of Credit Facility [Line Items]
Credit sensitive adjustment							0.10%
Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate \| One-month
Line of Credit Facility [Line Items]
Credit sensitive adjustment							0.11448%
Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate \| Three-month
Line of Credit Facility [Line Items]
Credit sensitive adjustment							0.26161%
Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate \| Six-month
Line of Credit Facility [Line Items]
Credit sensitive adjustment							0.42826%
Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate \| Minimum [Member]
Line of Credit Facility [Line Items]
Credit facility, basis spread on variable rate	1.375%		1.375%
Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate \| Maximum [Member]
Line of Credit Facility [Line Items]
Credit facility, basis spread on variable rate	2.50%		2.50%
Base rate margin [Member] \| Minimum [Member]
Line of Credit Facility [Line Items]
Credit facility, basis spread on variable rate	0.375%		0.375%
Base rate margin [Member] \| Maximum [Member]
Line of Credit Facility [Line Items]
Credit facility, basis spread on variable rate	1.50%		1.50%
Sterling Overnight Index Average Rate (SONIA) Overnight Index Swap Rate
Line of Credit Facility [Line Items]
Credit sensitive adjustment							0.0326%
Credit facility, basis spread on variable rate				2.125%
Sterling Overnight Index Average Rate (SONIA) Overnight Index Swap Rate \| Minimum [Member]
Line of Credit Facility [Line Items]
Credit facility, basis spread on variable rate			1.375%
Sterling Overnight Index Average Rate (SONIA) Overnight Index Swap Rate \| Maximum [Member]
Line of Credit Facility [Line Items]
Credit facility, basis spread on variable rate			2.50%
Eurocurrency base rate option [Member]
Line of Credit Facility [Line Items]
Credit facility, basis spread on variable rate				2.125%
Revolving credit loans [Member]
Line of Credit Facility [Line Items]
Credit facility, maximum borrowing capacity			$ 500,000,000
Repayments of lines of credit			124,400,000
Long-term debt, gross	$ 260,000,000			$ 177,800,000	260,000,000
Term loans [Member]
Line of Credit Facility [Line Items]
Credit facility, maximum borrowing capacity			400,000,000
Proceeds from lines of credit	250,000,000		400,000,000
Payment of financing costs	3,100,000
Long-term debt, gross	$ 640,000,000			$ 623,750,000	$ 640,000,000
Standby letters of credit [Member]
Line of Credit Facility [Line Items]
Credit facility, maximum borrowing capacity			50,000,000
Swingline loans [Member]
Line of Credit Facility [Line Items]
Credit facility, maximum borrowing capacity			50,000,000
Multicurrency borrowings [Member]
Line of Credit Facility [Line Items]
Credit facility, maximum borrowing capacity			$ 100,000,000
Incremental Term Loan \| Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate \| One-month
Line of Credit Facility [Line Items]
Credit sensitive adjustment							0.10%
Incremental Term Loan \| Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate \| Three-month
Line of Credit Facility [Line Items]
Credit sensitive adjustment							0.15%
Incremental Term Loan \| Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate \| Six-month
Line of Credit Facility [Line Items]
Credit sensitive adjustment							0.25%
Senior Secured Note, Series A1 [Member] \| Global HQ [Member]
Line of Credit Facility [Line Items]
Long-term debt, percentage bearing fixed interest, percentage rate									5.12%
Long-term debt, gross									$ 49,100,000
Senior Secured Note, Series A2 [Member] \| Global HQ [Member]
Line of Credit Facility [Line Items]
Long-term debt, percentage bearing fixed interest, percentage rate									5.61%
Long-term debt, gross									$ 12,000,000

Revenue Recognition (Revenue by Geography) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Disaggregation of Revenue [Line Items]
Revenue	$ 1,058,105	$ 927,740	$ 913,219
United States [Member]
Disaggregation of Revenue [Line Items]
Revenue	896,116	777,333	772,188
United Kingdom [Member]
Disaggregation of Revenue [Line Items]
Revenue	101,026	89,688	84,121
Other countries [Member]
Disaggregation of Revenue [Line Items]
Revenue	$ 60,963	$ 60,719	$ 56,910

- Definition

+ References

+ Details

Stock-Based Compensation (Summary of Awards Outstanding by Each Award Type) (Details) - shares	Dec. 31, 2022	Dec. 31, 2021
Restricted stock awards [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Outstanding, number	1,345,608	1,192,810
Restricted stock unit, time-based [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Outstanding, number	455,708	336,199
Restricted stock units, performance-based [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Outstanding, number	1,104,260	943,071

Debt (Annual Maturities Related to Credit Facility, Real Estate Loans and Other Debt) (Details) $ in Thousands	Dec. 31, 2022 USD ($)
Debt Disclosure [Abstract]
2023	$ 18,802
2024	18,429
2025	771,403
2026	1,969
2027	2,166
Thereafter	49,217
Total required maturities	$ 861,986

- Definition

Amount, excluding unamortized premium (discount) and debt issuance cost, of long-term debt. Excludes lease obligation.

+ References + Details

Consolidated Financial Statement Details (Components of Other Income (Expense)) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Interest income	$ 1,746	$ 392	$ 1,660
Currency revaluations gains (losses)	4,635	(1,644)	(1,065)
Other income, net	2,332	1,432	1,063
Other income, net	$ 8,713	$ 180	$ 1,658

Goodwill and Other Intangible Assets (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Goodwill and Intangible Assets Disclosure [Abstract]
Impairment charges against certain finite-lived intangible assets	$ 2.0	$ 0.0	$ 0.0

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2022

Income Tax Disclosure [Abstract]

Schedule of Components of Income Tax Expense

The following summarizes the components of income tax expense (benefit):


	Years ended December 31,
(dollars in thousands)	2022		2021		2020
Current taxes:
U.S. Federal	$	3,485	$	(2,499)	$	(407)
U.S. State and local	5,708		(257)		1,563
International	7,283		6,570		3,904
Total current taxes	16,476		3,814		5,060
Deferred taxes:
U.S. Federal	(16,880)		(4,615)		(1,064)
U.S. State and local	(9,319)		222		7,725
International	(445)		1,964		2,176
Total deferred taxes	(26,644)		(2,429)		8,837
Total income tax (benefit) provision	$	(10,168)	$	1,385	$	13,897

Schedule of Income Before Provision for Income Taxes

The following summarizes the components of income before provision for income taxes:


	Years ended December 31,
(dollars in thousands)	2022		2021		2020
U.S.	$	(91,493)	$	(23,180)	$	(4,112)
International	35,918		30,263		25,726
Income before provision for income taxes	$	(55,575)	$	7,083	$	21,614

Schedule of Effective Income Tax Rate Reconciliation

A reconciliation between the effect of applying the federal statutory rate and the effective income tax rate used to calculate our income tax provision (benefit) is as follows:


	Years ended December 31,
	2022		2021		2020
Federal statutory rate	21.0	%	21.0	%	21.0	%
Effect of:
State income taxes, net of federal benefit	1.5		4.4		5.9
Change in foreign income tax rate applied to deferred tax balances	0.1		42.6		4.0

Change in state income tax rate applied to deferred tax balances	1.8		2.3		0.1
Nondeductible security incident-related fines or penalties	(8.7)		—		—
Section 162(m) limitation	(6.4)		75.0		17.5
Stock-based compensation	(6.3)		(36.2)		(1.2)
Change in valuation reserve (primarily state credit reserves)	(5.4)		26.1		38.2
GILTI inclusion	(2.6)		—		1.3
Nondeductible meals, entertainment and transportation	(0.7)		1.1		3.3
Acquisition costs	—		8.7		—




DTA Adjustment – NOLs	—		—		(3.3)
Unrecognized tax benefit	0.5		(32.7)		1.3
Foreign tax rate	1.0		(6.0)		(1.7)
Return to accrual adjustment	1.4		(4.2)		(4.1)
FDII benefit	2.3		—		—
State credits, net of federal benefit	7.2		(32.6)		(2.3)
Federal credits generated	11.5		(54.5)		(17.4)
Other	0.1		4.6		1.7
Income tax provision effective rate	18.3	%	19.6	%	64.3	%

Schedule of Deferred Tax Assets and Liabilities

The significant components of our deferred tax assets and liabilities were as follows:


	December 31,
(dollars in thousands)	2022		2021
Deferred tax assets relating to:
Federal and state and foreign net operating loss carryforwards	$	10,369	$	21,456
Federal, state and foreign tax credits	50,194		52,283
Stock-based compensation	21,166		21,432
Operating leases	14,024		23,795
Allowance for credit losses	1,803		2,524
Intangible assets	561		1,070
Deferred revenue	1,820		1,057
Accrued bonuses	455		218
Capitalized R&D and software costs	12,166		—
Other	6,293		13,515
Total deferred tax assets	118,851		137,350
Deferred tax liabilities relating to:
Intangible assets	(161,836)		(168,392)
Capitalized software and content development costs	—		(31,326)
Costs of obtaining contracts	(16,287)		(18,046)
Operating leases	(11,721)		(23,582)
Fixed assets	(9,827)		(8,483)
Other	(9,016)		(2,515)
Total deferred tax liabilities	(208,687)		(252,344)
Valuation allowance	(34,769)		(31,974)
Net deferred tax liability	$	(124,605)	$	(146,968)

Summary of Changes in Deferred Tax Asset Valuation Allowance

The following table illustrates the change in our deferred tax asset valuation allowance:


Years ended December 31, (dollars in thousands)	Balance at beginning of year		Acquisition- related change		Charges to expense		Balance at end of year

2022	$	31,974	$	—	$	2,795	$	34,769
2021	29,184		893		1,897		31,974
2020	6,453		—		22,731		29,184

Summary of Changes in Unrecognized Tax Benefits

The following table sets forth the change to our unrecognized tax benefit for the years ended December 31, 2022, 2021 and 2020:


	Years ended December 31,
(dollars in thousands)	2022		2021		2020
Balance at beginning of year	$	3,651	$	4,625	$	4,346
Increases from prior period positions	89		6		414
Decreases in prior year positions	(908)		(57)		(614)
Increases from current period positions	629		1,751		491
Settlements (payments)	—		(1,192)		—
Lapse of statute of limitations	(378)		(1,482)		(12)
Balance at end of year	$	3,083	$	3,651	$	4,625

Property and Equipment and Software and Content Development Costs

12 Months Ended

Dec. 31, 2022

Property, Plant and Equipment [Abstract]

Property and Equipment and Software Development Costs


7. Property and Equipment and Software and Content Development Costs

Property and equipment

Property and equipment consisted of the following as of:


	Estimated useful life (years)	December 31,
(dollars in thousands)		2022		2021
Land	—	$	9,548	$	9,548
Building	39	61,284		61,284
Building improvements	7 - 20	10,874		10,874
Equipment	1 - 5	2,312		2,320
Computer hardware	1 - 5	47,886		47,768
Computer software	1 - 5	20,299		21,347
Construction in progress	—	3,500		2,135
Furniture and fixtures	2 - 7	3,264		2,658
Leasehold improvements	Lesser of lease term or estimated useful life	11,822		12,086
Total property and equipment		170,789		170,020
Less: accumulated depreciation		(63,363)		(58,592)
Property and equipment, net		$	107,426	$	111,428

Depreciation expense was $14.1 million, $14.4 million and $19.2 million for the years ended December 31, 2022, 2021 and 2020, respectively.

During the year ended December 31, 2022, we recorded insignificant noncash impairment charges against certain property and equipment assets. These impairment charges resulted primarily from our decision to cease using a portion of our leased office space and are reflected in general and administrative expense on the statements of comprehensive income.

During the year ended December 31, 2021, we recorded impairment charges of $1.7 million against certain property and equipment assets. These impairment charges resulted primarily from our decision to close our Austin office and are reflected in general and administrative expense on the statements of comprehensive income.

Software and content development costs

Software and content development costs consisted of the following as of:


	Estimated useful life (years)	December 31,
(dollars in thousands)		2022		2021
Software development costs	3 - 7	$	250,551	$	196,337
Content development costs	5	3,409		—
Less: accumulated amortization		(112,937)		(74,960)
Software and content development costs, net		$	141,023	$	121,377

During the years ended December 31, 2022 and 2020, we recorded noncash impairment charges of $2.3 million and $4.3 million, respectively, against certain previously capitalized software development costs that reduced the carrying value of those assets to zero. The impairment charges were reflected in general and administrative expense and cost of recurring revenue, respectively, on the statements of comprehensive income. These impairment charges resulted primarily from our decision to accelerate the end of customer support for certain solutions.

Other changes to the gross carrying amount of software and content development costs were primarily related to qualifying costs associated with development activities that are required to be capitalized under the internal-use software accounting guidance such as those for our cloud solutions and online education curriculum, write-offs of fully amortized assets, and the effect of foreign currency translation.

Amortization expense related to software and content development costs was $36.8 million, $31.0 million and $31.7 million for the years ended December 31, 2022, 2021 and 2020, respectively, and is included primarily in cost of recurring.

Debt (Schedule of Currently Effective Financing Agreements) (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2019
Other debt [Member]
Debt Instrument [Line Items]
Debt, face amount	$ 1,710	$ 2,150

Stock-Based Compensation (Summary of Unvested Restricted Stock Awards, Activity) (Details) - Restricted stock awards [Member] - USD ($)
$ / shares in Units, $ in Thousands

12 Months Ended

Dec. 31, 2022

Dec. 31, 2021

Dec. 31, 2020

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Unvested, number, beginning of period

1,192,810

Unvested, weighted average grant date fair value, beginning of period

$ 78.73

Granted, number

846,295

Granted, weighted average grant date fair value

$ 60.90

$ 77.39

$ 77.16

Forfeited, number

(179,686)

Forfeited, weighted average grant date fair value

$ 69.29

Vested, number

(513,811)

Vested, weighted average grant date fair value

$ 79.83

Unvested, number, end of period

1,345,608

1,192,810

Unvested, weighted average grant date fair value, end of period

$ 68.09

$ 78.73

Unvested, aggregate intrinsic value

^[1]

$ 79,202

[1]	The intrinsic value is calculated as the market value as of the end of the fiscal period.

Commitments and Contingencies (Schedule of Security Incident Expense and Probable Insurance Recoveries) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Commitments and Contingencies Disclosure [Abstract]
Security Incident, gross expense	$ 57,614	$ 40,561	$ 9,830
Security Incident, offsetting probable insurance recoveries	(1,891)	(38,745)	(9,364)
Security Incident, net expense	55,723	1,816	466
Security Incident, cumulative gross expense	108,005	50,391	9,830
Security Incident, cumulative offsetting insurance recoveries	(50,000)	(48,109)	(9,364)
Security Incident, cumulative net expense	58,005	2,282	466
Cumulative offsetting insurance recoveries paid	$ (50,000)	$ (29,968)	$ (3,075)

Defined Contribution Plan (Details) - USD ($) $ in Millions	1 Months Ended	12 Months Ended
Defined Contribution Plan (Details) - USD ($) $ in Millions	Dec. 31, 2020	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Defined Contribution Plan Disclosure [Line Items]
Employer matching contribution, percent of qualified employees' contribution		50.00%	50.00%	50.00%
Employer matching contributions, total		$ 9.3	$ 6.5	$ 1.9
Employer discretionary contributions, total		$ 0.0	$ 0.0
COVID-19 [Member]
Defined Contribution Plan Disclosure [Line Items]
Employer discretionary contributions, total	$ 1.2
Minimum [Member]
Defined Contribution Plan Disclosure [Line Items]
Employee contribution, percent of salary		1.00%	1.00%	1.00%
Maximum [Member]
Defined Contribution Plan Disclosure [Line Items]
Employee contribution, percent of salary		75.00%	75.00%	75.00%
Employer matching contribution, percent of employees' salary		6.00%	6.00%	6.00%

Fair Value Measurements (Tables)

12 Months Ended

Dec. 31, 2022

Fair Value Disclosures [Abstract]

Assets and Liabilities Measured at Fair Value on a Recurring Basis

Financial assets and liabilities that are measured at fair value on a recurring basis consisted of the following, as of the dates indicated below:


	Fair value measurement using
(dollars in thousands)	Quoted Prices in Active Markets for Identical Assets and Liabilities (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total
Fair value as of December 31, 2022
Derivative instruments:
Interest rate swaps	$	—	$	31,870	$	—	$	31,870
Foreign currency forward contracts	—		247		—		247
Total financial assets	$	—	$	32,117	$	—	$	32,117

Fair value as of December 31, 2022
Derivative instruments:

Foreign currency forward contracts	$	—	$	323	$	—	$	323
Contingent consideration obligations	—		—		2,710		2,710
Total financial liabilities	$	—	$	323	$	2,710	$	3,033

Fair value as of December 31, 2021
Derivative instruments:
Interest rate swaps	$	—	$	7,160	$	—	$	7,160
Total financial assets	$	—	$	7,160	$	—	$	7,160

Basis of Presentation (Details) - USD ($) $ in Thousands	12 Months Ended
Basis of Presentation (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Basis of Presentation [Line Items]
Contract term of recurring revenue contracts at contract inception (years)	3 years
Capitalized interest applicable to construction-in-progress	$ 0	$ 0	$ 0
Impairment of goodwill	0	0	0
Impairment charges against certain finite-lived intangible assets	2,000	0	0
Currency revaluations gains (losses)	4,635	(1,644)	(1,065)
Impairment of capitalized software dev costs		0
Advertising costs	$ 16,500	$ 7,100	$ 3,000
Minimum [Member]
Basis of Presentation [Line Items]
Contract term of recurring revenue contracts at renewal (years)	1 year
Maximum [Member]
Basis of Presentation [Line Items]
Contract term of recurring revenue contracts at renewal (years)	3 years
Expected period of benefit	5 years
Software and content development \| Minimum [Member]
Basis of Presentation [Line Items]
Estimated useful life (years)	3 years
Software and content development \| Maximum [Member]
Basis of Presentation [Line Items]
Estimated useful life (years)	7 years

Property and Equipment and Software and Content Development Costs (Schedule of Property and Equipment) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 170,789	$ 170,020
Less: accumulated depreciation	(63,363)	(58,592)
Property and equipment, net	107,426	111,428
Land [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	9,548	9,548
Building [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 61,284	61,284
Property and equipment, estimated useful life (years)	39 years
Building improvements [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 10,874	10,874
Building improvements [Member] \| Minimum [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, estimated useful life (years)	7 years
Building improvements [Member] \| Maximum [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, estimated useful life (years)	20 years
Equipment [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 2,312	2,320
Equipment [Member] \| Minimum [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, estimated useful life (years)	1 year
Equipment [Member] \| Maximum [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, estimated useful life (years)	5 years
Computer hardware [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 47,886	47,768
Computer hardware [Member] \| Minimum [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, estimated useful life (years)	1 year
Computer hardware [Member] \| Maximum [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, estimated useful life (years)	5 years
Computer software [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 20,299	21,347
Computer software [Member] \| Minimum [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, estimated useful life (years)	1 year
Computer software [Member] \| Maximum [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, estimated useful life (years)	5 years
Construction in progress [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 3,500	2,135
Furniture and fixtures [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 3,264	2,658
Furniture and fixtures [Member] \| Minimum [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, estimated useful life (years)	2 years
Furniture and fixtures [Member] \| Maximum [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, estimated useful life (years)	7 years
Leasehold improvements [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 11,822	$ 12,086

Organization

12 Months Ended

Dec. 31, 2022

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Organization


1. Organization

We are the world’s leading cloud software company powering social good. Serving the entire social good community—nonprofits, higher education institutions, K–12 schools, healthcare organizations, faith communities, arts and cultural organizations, foundations, companies and individual change agents—we connect and empower organizations to increase their impact through cloud software, services, expertise and data intelligence. Our portfolio is tailored to the unique needs of vertical markets, with solutions for fundraising and CRM, marketing, advocacy, peer-to-peer fundraising, corporate social responsibility (CSR) and environmental, social and governance (ESG), school management, ticketing, grantmaking, financial management, payment processing and analytics. Serving the industry for more than four decades, we are a remote-first company headquartered in Charleston, South Carolina, with operations in the United States, Australia, Canada, Costa Rica and the United Kingdom.

Revenue Recognition (Details) $ in Millions	12 Months Ended
Revenue Recognition (Details) $ in Millions	Dec. 31, 2022 USD ($)
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Revenue recognized that was included in deferred revenue at beginning of period	$ 339.0
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-01-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Revenue, remaining performance obligation	$ 1,000.0
Revenue, remaining performance obligation, percentage to be recognized	60.00%
Revenue, remaining performance obligation, expected timing of satisfaction	12 months

Commitments and Contingencies (Schedule of Supplemental Cash Flow Information Related To Leases) (Details) - USD ($)
$ in Thousands

12 Months Ended

Dec. 31, 2022

Dec. 31, 2021

Dec. 31, 2020

Commitments and Contingencies Disclosure [Abstract]

Operating cash flows from operating leases

$ 11,439

$ 11,338

^[1]

$ 26,713

Right-of-use assets obtained in exchange for lease obligations (non-cash), operating leases

$ 0

$ 5,358

$ 11,002

[1]	The 2020 amount was revised to correct an immaterial disclosure error in the previously filed consolidated financial statements.

Earnings Per Share (Tables)

12 Months Ended

Dec. 31, 2022

Earnings Per Share [Abstract]

Computation of Basic and Diluted Earnings Per Share

The following table sets forth the computation of basic and diluted (loss) earnings per share:


	Years ended December 31,
(dollars in thousands, except per share amounts)	2022		2021		2020
Numerator:
Net (loss) income	$	(45,407)	$	5,698	$	7,717
Denominator:
Weighted average common shares	51,569,148		47,412,306		48,184,714
Add effect of dilutive securities:
Stock-based awards	—		818,132		511,627
Weighted average common shares assuming dilution	51,569,148		48,230,438		48,696,341
(Loss) earnings per share:
Basic	$	(0.88)	$	0.12	$	0.16
Diluted	$	(0.88)	$	0.12	$	0.16

Anti-dilutive shares excluded from calculations of diluted (loss) earnings per share	1,046,307		974,110		956,303

Income Taxes (Summary of Changes in Deferred Tax Asset Valuation Allowance) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Valuation Allowance [Line Items]
Balance at beginning of year	$ 31,974	$ 29,184	$ 6,453
Balance at end of year	34,769	31,974	29,184
Acquisition- related change
Valuation Allowance [Line Items]
Valuation allowance, deferred tax asset, increase (decrease), amount	0	893	0
Charges to expense
Valuation Allowance [Line Items]
Valuation allowance, deferred tax asset, increase (decrease), amount	$ 2,795	$ 1,897	$ 22,731

Earnings Per Share (Computation of Basic and Diluted Earnings Per Share) (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Earnings Per Share [Abstract]
Net (loss) income	$ (45,407)	$ 5,698	$ 7,717
Weighted average common shares	51,569,148	47,412,306	48,184,714
Stock-based awards	0	818,132	511,627
Weighted average common shares assuming dilution	51,569,148	48,230,438	48,696,341
Basic earnings per share	$ (0.88)	$ 0.12	$ 0.16
Diluted earnings per share	$ (0.88)	$ 0.12	$ 0.16
Shares excluded from calculations of diluted earnings per share	1,046,307	974,110	956,303

- Definition

The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.

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The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

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+ Details

Debt (Tables)

12 Months Ended

Dec. 31, 2022

Debt Disclosure [Abstract]

Summary of Debt

The following table summarizes our debt balances and the related weighted average effective interest rates, which includes the effect of interest rate swap agreements.


	Debt balance at				Weighted average effective interest rate at
(dollars in thousands)	December 31, 2022		December 31, 2021		December 31, 2022		December 31, 2021
Credit facility:
Revolving credit loans	$	177,800	$	260,000	5.18	%	3.27	%
Term loans	623,750		640,000		4.26	%	3.02	%
Real estate loans	58,189		59,480		5.22	%	5.22	%
Other debt	2,247		1,694		7.38	%	5.00	%
Total debt	861,986		961,174		4.52	%	3.23	%
Less: Unamortized discount and debt issuance costs	2,943		4,994
Less: Debt, current portion	18,802		18,697		6.45	%	3.11	%
Debt, net of current portion	$	840,241	$	937,483	4.48	%	3.23	%

Schedule of Currently Effective Financing Agreements

The following table summarizes our currently effective financing agreements as of December 31, 2022:


(dollars in thousands)	Term in Months	Number of Annual Payments	First Annual Payment Due	Original Loan Value
Effective dates of agreements:
December 2019	51	4	January 2020	$	2,150
December 2022	39	3	January 2023	1,710

Annual Maturities Related to Credit Facility, Real Estate Loans and Other Debt

As of December 31, 2022, the required annual maturities related to the 2020 Credit Facility, the Real Estate Loans and our other debt were as follows:


Years ending December 31, (dollars in thousands)	Annual maturities
2023	$	18,802
2024	18,429
2025	771,403
2026	1,969
2027	2,166
Thereafter	49,217
Total required maturities	$	861,986

- Definition

Tabular disclosure of long-debt instruments or arrangements, including identification, terms, features, collateral requirements and other information necessary to a fair presentation. These are debt arrangements that originally required repayment more than twelve months after issuance or greater than the normal operating cycle of the entity, if longer.

+ References

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+ Details

Commitments and Contingencies (Components of Lease Expense) (Details) - USD ($)
$ in Thousands

12 Months Ended

Dec. 31, 2022

Dec. 31, 2021

Dec. 31, 2020

Commitments and Contingencies Disclosure [Abstract]

Operating lease cost

^[1]

$ 9,501

$ 9,636

$ 41,210

Variable lease cost

1,670

2,478

4,266

Sublease income

(2,763)

(1,516)

(3,120)

Net lease cost

$ 8,408

$ 10,598

$ 42,356

[1]	Includes short-term lease costs, which were immaterial.

Income Taxes

12 Months Ended

Dec. 31, 2022

Income Tax Disclosure [Abstract]

Income Taxes


12. Income Taxes

We file income tax returns in the U.S. for federal and various state jurisdictions as well as in foreign jurisdictions including Canada, the U.K., Australia, Ireland and Costa Rica. We are generally subject to U.S. federal income tax examination for calendar tax years 2019 through 2022 as well as state and foreign income tax examinations for various years depending on statutes of limitations of those jurisdictions.

The following summarizes the components of income tax expense (benefit):


	Years ended December 31,
(dollars in thousands)	2022		2021		2020
Current taxes:
U.S. Federal	$	3,485	$	(2,499)	$	(407)
U.S. State and local	5,708		(257)		1,563
International	7,283		6,570		3,904
Total current taxes	16,476		3,814		5,060
Deferred taxes:
U.S. Federal	(16,880)		(4,615)		(1,064)
U.S. State and local	(9,319)		222		7,725
International	(445)		1,964		2,176
Total deferred taxes	(26,644)		(2,429)		8,837
Total income tax (benefit) provision	$	(10,168)	$	1,385	$	13,897

The following summarizes the components of income before provision for income taxes:


	Years ended December 31,
(dollars in thousands)	2022		2021		2020
U.S.	$	(91,493)	$	(23,180)	$	(4,112)
International	35,918		30,263		25,726
Income before provision for income taxes	$	(55,575)	$	7,083	$	21,614

A reconciliation between the effect of applying the federal statutory rate and the effective income tax rate used to calculate our income tax provision (benefit) is as follows:


	Years ended December 31,
	2022		2021		2020
Federal statutory rate	21.0	%	21.0	%	21.0	%
Effect of:
State income taxes, net of federal benefit	1.5		4.4		5.9
Change in foreign income tax rate applied to deferred tax balances	0.1		42.6		4.0

Change in state income tax rate applied to deferred tax balances	1.8		2.3		0.1
Nondeductible security incident-related fines or penalties	(8.7)		—		—
Section 162(m) limitation	(6.4)		75.0		17.5
Stock-based compensation	(6.3)		(36.2)		(1.2)
Change in valuation reserve (primarily state credit reserves)	(5.4)		26.1		38.2
GILTI inclusion	(2.6)		—		1.3
Nondeductible meals, entertainment and transportation	(0.7)		1.1		3.3
Acquisition costs	—		8.7		—




DTA Adjustment – NOLs	—		—		(3.3)
Unrecognized tax benefit	0.5		(32.7)		1.3
Foreign tax rate	1.0		(6.0)		(1.7)
Return to accrual adjustment	1.4		(4.2)		(4.1)
FDII benefit	2.3		—		—
State credits, net of federal benefit	7.2		(32.6)		(2.3)
Federal credits generated	11.5		(54.5)		(17.4)
Other	0.1		4.6		1.7
Income tax provision effective rate	18.3	%	19.6	%	64.3	%

The decrease in our effective income tax rate for year ended December 31, 2022, when compared to the same period in 2021, was primarily attributable to current-year non-deductible accruals for loss contingencies related to the Security Incident, stock-based compensation shortfall partially offset by increased tax credits and impact of tax rate decreases. The 2021 effective income tax rate was positively impacted by benefit attributable to stock-based compensation windfall net of tax expense resulting from impact of UK corporate rate increase. The year-on-year comparison is further impacted by 2022 pre-tax loss versus income in prior periods.

The significant components of our deferred tax assets and liabilities were as follows:


	December 31,
(dollars in thousands)	2022		2021
Deferred tax assets relating to:
Federal and state and foreign net operating loss carryforwards	$	10,369	$	21,456
Federal, state and foreign tax credits	50,194		52,283
Stock-based compensation	21,166		21,432
Operating leases	14,024		23,795
Allowance for credit losses	1,803		2,524
Intangible assets	561		1,070
Deferred revenue	1,820		1,057
Accrued bonuses	455		218
Capitalized R&D and software costs	12,166		—
Other	6,293		13,515
Total deferred tax assets	118,851		137,350
Deferred tax liabilities relating to:
Intangible assets	(161,836)		(168,392)
Capitalized software and content development costs	—		(31,326)
Costs of obtaining contracts	(16,287)		(18,046)
Operating leases	(11,721)		(23,582)
Fixed assets	(9,827)		(8,483)
Other	(9,016)		(2,515)
Total deferred tax liabilities	(208,687)		(252,344)
Valuation allowance	(34,769)		(31,974)
Net deferred tax liability	$	(124,605)	$	(146,968)

As of December 31, 2022, our federal, foreign and state net operating loss carryforwards for income tax purposes were approximately $31.1 million, $5.3 million and $38.3 million, respectively. Of our federal net operating loss carryforwards, $13.8 million are subject to expiration beginning in 2023 while the remainder have an unlimited carryforward period. The state net operating loss carryforwards are subject to various applicable state tax laws. If not utilized, the state net operating loss carryforwards will expire over various periods beginning in 2023. Of our foreign net operating loss carryforwards, $62 thousand expires in 2024 with the remainder having an unlimited carryforward period. Our federal tax credit carryforwards for income tax purposes were approximately $16.9 million. Our state tax credit carryforwards for income tax purposes were approximately $36.1 million, net of federal benefit. If not utilized, the federal tax credit carryforwards will begin to expire in 2039 and the state tax credit carryforwards will begin to expire in 2023. A portion of the foreign and state net operating loss carryforwards and state credit carryforwards have a valuation reserve due to management's uncertainty regarding the future ability to use such carryforwards.

The Tax Cuts and Jobs Act requires taxpayers to capitalize and amortize research and experimental expenditures under Section 174 of the Internal Revenue Code for tax years beginning after December 31, 2021. Accordingly, our historic deferred tax liability attributable to capitalized software has become a deferred tax asset as a result of capitalization for tax purposes.

The following table illustrates the change in our deferred tax asset valuation allowance:


Years ended December 31, (dollars in thousands)	Balance at beginning of year		Acquisition- related change		Charges to expense		Balance at end of year

2022	$	31,974	$	—	$	2,795	$	34,769
2021	29,184		893		1,897		31,974
2020	6,453		—		22,731		29,184

The following table sets forth the change to our unrecognized tax benefit for the years ended December 31, 2022, 2021 and 2020:


	Years ended December 31,
(dollars in thousands)	2022		2021		2020
Balance at beginning of year	$	3,651	$	4,625	$	4,346
Increases from prior period positions	89		6		414
Decreases in prior year positions	(908)		(57)		(614)
Increases from current period positions	629		1,751		491
Settlements (payments)	—		(1,192)		—
Lapse of statute of limitations	(378)		(1,482)		(12)
Balance at end of year	$	3,083	$	3,651	$	4,625

The total amount of unrecognized tax benefit that, if recognized, would favorably affect the effective tax rate was $3.1 million at December 31, 2022. Certain prior period amounts relating to our 2014 acquisitions were covered under indemnification agreements and, therefore, had a corresponding indemnification asset. Due to lapse of statute of limitations, the indemnified unrecognized tax benefit was released in 2022 resulting in income tax benefit with offsetting expense included in pretax income from corresponding release of indemnification asset. We recognize accrued interest and penalties, if any, related to unrecognized tax benefits as a component of income tax expense. The total amount of accrued interest and penalties included in the consolidated balance sheet as of December 31, 2022 and December 31, 2021 was insignificant. The total amount of interest and penalties included in the consolidated statements of comprehensive income as an increase or decrease in income tax expense for 2022, 2021 and 2020 was insignificant.

We have taken federal and state tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits might decrease within the next twelve months. This possible decrease could result from the expiration of statutes of limitations. The reasonably possible decrease at December 31, 2022 was insignificant.

For our undistributed earnings of foreign subsidiaries, which we do not consider to be significant, we concluded that these earnings would be permanently reinvested in the local jurisdictions and not repatriated to the United States. Accordingly, we have not provided for U.S. state income taxes and foreign withholding taxes on those undistributed earnings of our foreign subsidiaries. If some or all of such earnings were to be remitted, the amount of taxes payable would be insignificant.

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

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+ Details

Audit Information	12 Months Ended
Audit Information	Dec. 31, 2022	Dec. 31, 2021
Audit Information [Abstract]
Auditor Firm ID	42	238
Auditor Name	Ernst & Young LLP	PricewaterhouseCoopers LLP
Auditor Location	Raleigh, North Carolina	Atlanta, Georgia

Derivative Instruments (Effects of Derivative Instruments in Cash Flow Hedging Relationships) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Derivative Instruments, Gain (Loss) [Line Items]
Derivative Instrument, Gain (Loss) Reclassified from AOCI into Income, Effective Portion, Statement of Income or Comprehensive Income [Extensible Enumeration]	Interest Expense, Revenue	Interest Expense	Interest Expense
Interest rate swap [Member] \| Cash flow hedging [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Gain (loss) recognized in accumulated other comprehensive loss	$ 31,870	$ 7,160	$ (4,159)
Gain (loss) reclassified from accumulated other comprehensive loss into income	5,520	$ (3,714)	$ (3,827)
Foreign currency forward contracts [Member] \| Cash flow hedging [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Gain (loss) recognized in accumulated other comprehensive loss	247
Gain (loss) reclassified from accumulated other comprehensive loss into income	165
Foreign currency forward contracts [Member] \| Net Investment Hedging
Derivative Instruments, Gain (Loss) [Line Items]
Gain (loss) recognized in accumulated other comprehensive loss	(323)
Gain (loss) reclassified from accumulated other comprehensive loss into income	$ 0

Income Taxes (Schedule of Income Before Provision for Income Taxes) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Income Tax Disclosure [Abstract]
U.S.	$ (91,493)	$ (23,180)	$ (4,112)
International	35,918	30,263	25,726
Income (Loss) from Continuing Operations before Income Taxes, Noncontrolling Interest	$ (55,575)	$ 7,083	$ 21,614

- Definition

Amount of income (loss) from continuing operations, including income (loss) from equity method investments, before deduction of income tax expense (benefit), and income (loss) attributable to noncontrolling interest.

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+ Details

Consolidated Financial Statement Details (Tables)

12 Months Ended

Dec. 31, 2022

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Components of Restricted Cash

Restricted cash


(dollars in thousands)	December 31, 2022		December 31, 2021
Restricted cash due to customers	$	700,611	$	593,296
Letters of credit for operating leases	—		2,186
Real estate escrow balances and other	1,629		1,134
Total restricted cash	$	702,240	$	596,616

Components of Prepaid Expenses and Other Assets

Prepaid expenses and other assets


(dollars in thousands)	December 31, 2022		December 31, 2021
Costs of obtaining contracts(1)(2)	$	74,272	$	78,465
Prepaid software maintenance and subscriptions(3)	34,766		28,880
Derivative instruments	32,117		7,160
Implementation costs for cloud computing arrangements, net(4)(5)	10,189		11,892
Unbilled accounts receivable	5,775		5,443
Prepaid insurance	4,902		5,363
Taxes, prepaid and receivable	1,855		3,986
Deferred tax assets	1,153		1,546
Receivables for probable insurance recoveries(6)(7)	—		18,202
Other assets	10,929		11,835
Total prepaid expenses and other assets	175,958		172,772
Less: Long-term portion	94,304		77,266
Prepaid expenses and other current assets	$	81,654	$	95,506

(2)The current portion of costs of obtaining contracts as of December 31, 2022 and 2021 was $29.1 million and $30.2 million, respectively.

(3)The current portion of prepaid software maintenance and subscriptions as of December 31, 2022 and December 31, 2021 was $31.7 million and $24.7 million, respectively.

(4)These costs primarily relate to the multi-year implementations of our new global enterprise resource planning and customer relationship management systems.

(6)All receivables for probable insurance recoveries were classified as current.

(7)See discussion of the Security Incident at Note 11 to these consolidated financial statements.

Components of Accrued Expenses and Other Liabilities

Accrued expenses and other liabilities


(dollars in thousands)	December 31, 2022		December 31, 2021
Accrued legal costs(1)	$	28,448	$	11,724
Taxes payable(2)	16,667		19,777
Customer credit balances	8,257		8,403
Operating lease liabilities, current portion	7,723		9,170
Accrued commissions and salaries	6,944		7,872
Accrued transaction-based costs related to payments services	5,059		5,427
Contingent consideration liability(3)	2,710		—
Accrued health care costs	2,467		3,042
Accrued vacation costs	2,156		2,234
Accrued bonuses	2,026		5,829
Unrecognized tax benefit	266		1,248
Amounts payable to former EVERFI option holders(4)	—		17,404

Other liabilities	7,573		9,310
Total accrued expenses and other liabilities	90,296		101,440
Less: Long-term portion	4,294		1,344
Accrued expenses and other current liabilities	$	86,002	$	100,096

(1)All accrued legal costs are classified as current.

(3)See discussion of our acquisition of Kilter at Note 3 to these consolidated financial statements.

Components of Other Income (Expense)

Other income, net


	Years ended December 31,
(dollars in thousands)	2022		2021		2020
Interest income	$	1,746	$	392	$	1,660
Currency revaluation gains (losses)	4,635		(1,644)		(1,065)
Other income, net	2,332		1,432		1,063
Other income, net	$	8,713	$	180	$	1,658

Derivative Instruments (Details) £ in Millions, $ in Millions, $ in Millions	12 Months Ended
	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)	Dec. 31, 2022 CAD ($)	Dec. 31, 2022 GBP (£)
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Ineffective portion of interest rate swap(s)	$ 0.0	$ 0.0	$ 0.0
Accumulated other comprehensive income expected to be reclassified into earnings within next 12 months	19.5
Undesignated derivative instruments	0.0	$ 0.0	$ 0.0
Interest rate swap [Member]
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Derivative, notional amount	$ 435.0
Foreign currency forward contracts [Member]
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Derivative, notional amount				$ 22.6	£ 11.2

Goodwill and Other Intangible Assets (Future Amortization Expense for Finite-Lived Intangible Assets) (Details) $ in Thousands	Dec. 31, 2022 USD ($)
Future amortization expense for finite-lived intangible assets:
2023	$ 55,426
2024	62,015
2025	65,552
2026	63,915
2027	59,755
Total	$ 306,663

Stock-Based Compensation

12 Months Ended

Dec. 31, 2022

Share-Based Payment Arrangement [Abstract]

Stock-Based Compensation


13. Stock-based Compensation

Employee stock-based compensation plans

Under the 2016 Equity and Incentive Compensation Plan Amended and Restated as of June 9, 2022 (the "2016 Equity Plan"), we may grant incentive stock options, nonstatutory stock options, stock appreciation rights, restricted stock, restricted stock units, other stock awards and cash incentive awards to employees, directors and consultants. Our Compensation Committee of the Board of Directors administers this plan and the stock-based awards are granted under terms determined by it.

The total number of authorized stock-based awards available under our plan was 2,875,892 as of December 31, 2022. We issue common stock from our pool of authorized stock upon exercise of stock options and stock appreciation rights, vesting of restricted stock units or upon granting of restricted stock.

Recently, we have issued three types of awards under our plans: restricted stock awards, time-based restricted stock units, and performance-based restricted stock units. The following table sets forth the number of awards outstanding for each award type as of:


	Outstanding at December 31,
Award type	2022	2021
Restricted stock awards	1,345,608	1,192,810
Time-based restricted stock units	455,708	336,199
Performance-based restricted stock units	1,104,260	943,071

Awards granted to our executive officers and certain members of management are subject to accelerated vesting upon a change in control as defined in the employees’ retention agreement.

Expense recognition

We recognize compensation expense associated with stock options and awards with performance or market based vesting conditions on an accelerated basis over the requisite service period of the individual grantees, which generally equals the vesting period. We recognize compensation expense associated with restricted stock awards and SARs on a straight-line basis over the requisite service period of the individual grantees, which generally equals the vesting period. We recognize the effect of awards for which the requisite service period is not rendered when the award is forfeited (that is, we recognize the effect of forfeitures in compensation cost when they occur). Previously recognized compensation cost for an award is reversed in the period that the award is forfeited.

Stock-based compensation expense is allocated to cost of revenue and operating expenses on the consolidated statements of comprehensive income based on where the associated employee’s compensation is recorded. The following table summarizes stock-based compensation expense:


	Years ended December 31,
(in thousands)	2022		2021		2020
Included in cost of revenue:
Cost of recurring	$	11,258	$	12,405	$	5,793
Cost of one-time services and other	3,178		7,547		7,581
Total included in cost of revenue	14,436		19,952		13,374
Included in operating expenses:
Sales, marketing and customer success	21,409		20,283		15,514
Research and development	24,207		27,080		18,527
General and administrative	50,242		53,064		39,842
Total included in operating expenses	95,858		100,427		73,883
Total stock-based compensation expense	$	110,294	$	120,379	$	87,257

The total amount of compensation cost related to unvested awards not recognized was $93.0 million at December 31, 2022. It is expected that this amount will be recognized over a weighted average period of 1.3 years.

Restricted stock awards

We have granted shares of common stock subject to certain restrictions under the 2016 Equity Plan. Restricted stock awards granted to employees vest in equal annual installments generally over 3 years from the grant date subject to the recipient’s continued employment with us. Restricted stock awards granted to non-employee directors vest after one year from the date of grant or, if earlier, immediately prior to the next annual election of directors, provided the non-employee director is serving as a director at that time. The fair market value of the stock at the time of the grant is amortized on a straight-line basis to expense over the period of vesting. Recipients of restricted stock awards have the right to vote such shares and receive dividends, if declared.

The following table summarizes our unvested restricted stock awards as of December 31, 2022, and changes during the year then ended:


Restricted stock awards	Restricted stock awards	Weighted average grant-date fair value		Aggregate intrinsic value(1) (in thousands)
Unvested at January 1, 2022	1,192,810	$	78.73
Granted	846,295	60.90
Forfeited	(179,686)	69.29
Vested	(513,811)	79.83
Unvested at December 31, 2022	1,345,608	68.09		$	79,202

(1)The intrinsic value is calculated as the market value as of the end of the fiscal period.

The total fair value of restricted stock awards that vested during the years ended December 31, 2022, 2021 and 2020 was $41.0 million, $38.5 million and $39.9 million, respectively. The weighted average grant-date fair value of restricted stock awards granted during the years ended December 31, 2021 and 2020 was $77.39 and $77.16, respectively.

Restricted stock units

We have also granted restricted stock units subject to certain restrictions under the 2016 Equity Plan. Restricted stock units granted to employees vest in equal annual installments generally over 3 years from the grant date subject to the recipient’s continued employment with us. We have also granted restricted stock units for which vesting is subject to meeting certain performance conditions. The fair market value of the stock at the time of the grant is amortized to expense on a straight-line basis over the period of vesting except for awards with performance conditions, which are amortized on an accelerated basis over the period of vesting.

The following table summarizes our unvested, time-based restricted stock units as of December 31, 2022, and changes during the year then ended:


Time-based restricted stock units	Restricted stock units	Weighted average grant-date fair value		Aggregate intrinsic value(1) (in thousands)
Unvested at January 1, 2022	336,199	$	77.99
Granted	287,198	62.38
Forfeited	(48,343)	65.80

Vested	(119,346)	77.59
Unvested at December 31, 2022	455,708	68.81		$	26,823

(1)The intrinsic value is calculated as the market value as of the end of the fiscal period.

The total fair value of time-based restricted stock units that vested during the years ended December 31, 2022, 2021 and 2020 was $9.3 million, $9.4 million and $1.7 million, respectively. The weighted average grant date fair value of time-based restricted stock units granted for the years ended December 31, 2021 and 2020 was $77.74 and $56.66, respectively.

The following table summarizes our unvested, performance-based restricted stock units as of December 31, 2022, and changes during the year then ended:


Performance-based restricted stock units	Restricted stock units	Weighted average grant-date fair value		Aggregate intrinsic value(1) (in thousands)
Unvested at January 1, 2022	943,071	$	73.62
Granted	977,377	61.79
Forfeited	(114,071)	63.47

Vested	(702,117)	71.93
Unvested at December 31, 2022	1,104,260	64.94		$	64,997

(1)The intrinsic value is calculated as the market value as of the end of the fiscal period.

The total fair value of performance-based restricted stock units that vested during the years ended December 31, 2022, 2021 and 2020 was $50.5 million, $44.9 million, and $17.2 million, respectively. The weighted average grant date fair value of performance-based restricted stock units granted for the years ended December 31, 2021 and 2020 was $71.91 and $60.21, respectively.

Business Combinations (Details) - USD ($)
$ in Thousands

12 Months Ended

Sep. 09, 2022

Aug. 19, 2022

Dec. 31, 2021

Dec. 31, 2022

Dec. 31, 2021

Dec. 31, 2020

Business Acquisition [Line Items]

Cash received in sale of business

$ 6,400

$ 6,426

$ 0

Impairment charges against certain finite-lived intangible assets

2,000

$ 0

Contingent consideration obligations

^[1]

$ 0

$ 2,710

Contingent consideration, liability, noncurrent

$ 2,700

Kilter [Member]

Business Acquisition [Line Items]

Total cash consideration paid for the acquisition

2,900

Contingent consideration obligations

$ 3,000

EVERFI [Member]

Business Acquisition [Line Items]

Total cash consideration paid for the acquisition

$ 441,800

Shares of company's common stock, shares

3,810,888

Shares of company's common stock, value assigned

$ 301,000

Aggregate purchase price

$ 742,800

[1]	See discussion of our acquisition of Kilter at Note 3 to these consolidated financial statements.

Stock-Based Compensation (Details) - USD ($) $ / shares in Units, $ in Millions	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total number of authorized stock-based awards available (in shares)	2,875,892
Unvested awards, compensation cost not yet recognized	$ 93.0
Unvested awards, compensation cost not yet recognized, period of recognition (in years)	1 year 3 months 18 days
Restricted stock awards [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period (in years)	3 years
Restricted stock vested, total fair value	$ 41.0	$ 38.5	$ 39.9
Restricted stock granted, weighted average grant date fair value	$ 60.90	$ 77.39	$ 77.16
Restricted stock units [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period (in years)	3 years
Restricted stock unit, time-based [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Restricted stock vested, total fair value	$ 9.3	$ 9.4	$ 1.7
Restricted stock granted, weighted average grant date fair value	$ 62.38	$ 77.74	$ 56.66
Restricted stock units, performance-based [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Restricted stock vested, total fair value	$ 50.5	$ 44.9	$ 17.2
Restricted stock granted, weighted average grant date fair value	$ 61.79	$ 71.91	$ 60.21

Goodwill and Other Intangible Assets (Tables)

12 Months Ended

Dec. 31, 2022

Goodwill and Intangible Assets Disclosure [Abstract]

Change in Goodwill

The change in goodwill during 2022 consisted of the following:


(dollars in thousands)	Total
Balance at December 31, 2021	$	1,058,640
Additions related to business combination(1)	3,610
Adjustments related to prior year business combination(2)	(2,232)
Adjustments related to dispositions(3)	(2,501)
Effect of foreign currency translation	(7,245)
Balance at December 31, 2022	$	1,050,272

Fair Values Of Intangible Assets Acquired In Various Business Combinations By Class

The table below sets forth the balances of each class of intangible asset and related amortization as of:


	December 31,
(dollars in thousands)	2022		2021
Finite-lived gross carrying amount
Customer relationships	$	569,009	$	606,409
Marketing assets	69,643		74,731
Developed technology	182,463		211,552
Content	17,900		17,900


Total finite-lived gross carrying amount	839,015		910,592
Accumulated amortization
Customer relationships	(146,948)		(151,258)
Marketing assets	(8,371)		(7,269)
Developed technology	(46,571)		(54,013)
Content	(1,989)		—


Total accumulated amortization	(203,879)		(212,540)
Intangible assets, net	$	635,136	$	698,052

Summary of Amortization Expense

The following table summarizes amortization expense of our finite-lived intangible assets:


	Years ended December 31,
(dollars in thousands)	2022		2021		2020
Included in cost of revenue:
Cost of recurring	$	47,085	$	33,132	$	36,835
Cost of one-time services and other	1,407		1,680		2,133
Total included in cost of revenue	48,492		34,812		38,968
Included in operating expenses	2,925		2,227		2,915
Total amortization of intangibles from business combinations	$	51,417	$	37,039	$	41,883

Future Amortization Expense for Finite-Lived Intangible Assets

The following table outlines the estimated future amortization expense for each of the next five years for our finite-lived intangible assets as of December 31, 2022:


Years ending December 31, (dollars in thousands)	Amortization expense
2023	55,426
2024	62,015
2025	65,552
2026	63,915
2027	59,755
Total	$	306,663

- Definition

Tabular disclosure of goodwill by reportable segment and in total which includes a rollforward schedule.

+ References

Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 50
-Paragraph 1
-Subparagraph (h)
-URI https://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267

Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 50
-Paragraph 1
-Subparagraph (c)
-URI https://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267

Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 50
-Paragraph 1
-Subparagraph (g)
-URI https://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267

Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 50
-Paragraph 1
-URI https://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267

Reference 5: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 50
-Paragraph 1
-Subparagraph (e)
-URI https://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267

Reference 6: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 50
-Paragraph 1
-Subparagraph (d)
-URI https://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267

Reference 7: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 50
-Paragraph 1A
-URI https://asc.fasb.org/extlink&oid=121556970&loc=SL108378252-109267

Reference 8: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 50
-Paragraph 1
-Subparagraph (f)
-URI https://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267

Reference 9: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 50
-Paragraph 1
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267

Reference 10: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 50
-Paragraph 2
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=121556970&loc=d3e13854-109267

Reference 11: http://www.xbrl.org/2003/role/exampleRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 55
-Paragraph 24
-URI https://asc.fasb.org/extlink&oid=122137925&loc=d3e14258-109268

Reference 12: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 50
-Paragraph 1
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267

+ Details

Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Statement of Financial Position [Abstract]
Accounts receivable, allowance	$ 7,318	$ 11,155

Commitments and Contingencies (Details)
€ in Thousands, $ in Thousands

1 Months Ended

12 Months Ended

Sep. 30, 2021

EUR (€)

Dec. 31, 2022

USD ($)

cases

Dec. 31, 2021

USD ($)

Dec. 31, 2020

USD ($)

Lessee, Lease, Description [Line Items]

Operating lease, lease not yet commenced, expense

$ 3,100

Operating lease, lease not yet commenced, term of contract

3 years

Operating lease right-of-use assets, impairments

$ 1,000

$ 3,600

$ 4,000

Incremental operating lease costs

^[1]

9,501

9,636

41,210

Incremental depreciation expense

14,100

14,400

19,200

Loss Contingencies [Line Items]

Liability insurance, amount, total

50,000

Liability insurance, amount, deductible

250

Security Incident, net pre-tax expense

32,700

Security Incident, net cash outlays

20,900

Loss contingency accrual

$ 23,000

Security Incident, number of customer reimbursement requests received | cases

260

Security Incident, claims settled, number | cases

200

Security Incident, claims settled, percent

77.00%

Security Incident, number of reservations of the right to seek future expense recovery | cases

400

Security Incident, number of state Attorneys General | cases

Putative Consumer Class Action Cases

Loss Contingencies [Line Items]

Security Incident, number of plaintiffs | cases

Putative Consumer Class Action Cases - US Federal Courts

Loss Contingencies [Line Items]

Security Incident, number of plaintiffs | cases

Putative Consumer Class Action Cases - Canadian Courts

Loss Contingencies [Line Items]

Security Incident, number of plaintiffs | cases

EVERFI [Member]

Lessee, Lease, Description [Line Items]

Letters of credit for operating leases

$ 2,100

Spain [Member]

Loss Contingencies [Line Items]

Security Incident, penalty paid | €

€ 60

Change in Accounting Estimate, Workforce Strategy

Lessee, Lease, Description [Line Items]

Incremental operating lease costs

5,300

16,200

Incremental depreciation expense

$ 1,700

$ 4,600

Minimum [Member]

Loss Contingencies [Line Items]

Security Incident, expected cost

20,000

Security Incident, expected net cash outlays for ongoing legal fees

25,000

Maximum [Member]

Loss Contingencies [Line Items]

Security Incident, expected cost

30,000

Security Incident, expected net cash outlays for ongoing legal fees

35,000

Third-party technology [Member]

Long-term Purchase Commitment [Line Items]

Remaining aggregate minimum purchase commitment

$ 294,400

[1]	Includes short-term lease costs, which were immaterial.

Fair Value Measurements (Details) - USD ($) $ in Millions	12 Months Ended
Fair Value Measurements (Details) - USD ($) $ in Millions	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Fair Value Disclosures [Abstract]
Capitalized software development costs, impairments	$ 2.3		$ 4.3
Impairment charges against certain finite-lived intangible assets	2.0	$ 0.0	0.0
Operating lease right-of-use assets, impairments	$ 1.0	3.6	$ 4.0
Impairment charges against certain property and equipment assets		$ 1.7

Basis of Presentation (Finite-Lived Intangible Assets by Major Class) (Details)

12 Months Ended

Dec. 31, 2022

Customer relationships [Member]

Finite-Lived Intangible Assets [Line Items]

Finite-lived intangible assets, amortization method

Straight-line and accelerated(1)

^[1]

Customer relationships [Member] | Minimum [Member]

Finite-Lived Intangible Assets [Line Items]

Finite-lived intangible assets, useful life

8 years

Customer relationships [Member] | Maximum [Member]

Finite-Lived Intangible Assets [Line Items]

Finite-lived intangible assets, useful life

17 years

Marketing assets [Member]

Finite-Lived Intangible Assets [Line Items]

Finite-lived intangible assets, amortization method

Straight-line and accelerated(1)

^[1]

Marketing assets [Member] | Minimum [Member]

Finite-Lived Intangible Assets [Line Items]

Finite-lived intangible assets, useful life

14 years

Marketing assets [Member] | Maximum [Member]

Finite-Lived Intangible Assets [Line Items]

Finite-lived intangible assets, useful life

15 years

Acquired software and technology [Member]

Finite-Lived Intangible Assets [Line Items]

Finite-lived intangible assets, amortization method

Straight-line and accelerated(1)

^[1]

Acquired software and technology [Member] | Minimum [Member]

Finite-Lived Intangible Assets [Line Items]

Finite-lived intangible assets, useful life

3 years

Acquired software and technology [Member] | Maximum [Member]

Finite-Lived Intangible Assets [Line Items]

Finite-lived intangible assets, useful life

14 years

Content [Member]

Finite-Lived Intangible Assets [Line Items]

Finite-lived intangible assets, amortization method

Straight-line

Content [Member] | Maximum [Member]

Finite-Lived Intangible Assets [Line Items]

Finite-lived intangible assets, useful life

9 years

[1]	Certain of the customer relationships, marketing assets and developed technology assets are amortized on an accelerated basis.

Property and Equipment and Software and Content Development Costs (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Property, Plant and Equipment [Abstract]
Depreciation	$ 14.1	$ 14.4	$ 19.2
Impairment charges against certain property and equipment assets		1.7
Capitalized software development costs, impairments	2.3		4.3
Software and content development costs, amortization	$ 36.8	$ 31.0	$ 31.7
Impairment, Long-Lived Asset, Held-for-Use, Statement of Income or Comprehensive Income [Extensible Enumeration]		General and administrative