0001280058-24-000037 | 10-Q | XBRL Viewer

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Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Statement of Financial Position [Abstract]
Accounts receivable, allowance	$ 6,204	$ 6,907

Derivative Instruments

3 Months Ended

Mar. 31, 2024

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Derivatives Instruments


8. 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. master agreements with our counterparties. As of March 31, 2024 and December 31, 2023, we have presented the fair value of our derivative instruments at the gross amounts in the condensed consolidated balance sheets 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 March 31, 2024 and December 31, 2023, the aggregate notional values of the interest rate swaps were $935.0 million and $935.0 million, respectively. All of the contracts have maturities on or before October 2028.

We have 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 these foreign currency forward contracts as cash flow hedges at the inception of the contracts. As of March 31, 2024 and December 31, 2023, 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 $30.6 million CAD and $29.9 million CAD, respectively. All of the contracts have maturities of 12 months or less.

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 March 31, 2024 and December 31, 2023, the aggregate notional values of the 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 was £16.6 million and £13.2 million, respectively.

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


		Asset derivatives					Liability derivatives
(dollars in thousands)	Balance sheet location	March 31, 2024		December 31, 2023		Balance sheet location	March 31, 2024		December 31, 2023
Derivative instruments designated as hedging instruments:
Interest rate swaps, current portion	Prepaid expenses and other current assets	$	12,328	$	16,198	Accrued expenses and other current liabilities	$	—	$	—
Foreign currency forward contracts, current portion	Prepaid expenses and other current assets	260		—		Accrued expenses and other current liabilities	92		536
Interest rate swaps, long-term	Other assets	3,965		—		Other liabilities	—		5,004
Total derivative instruments designated as hedging instruments		$	16,553	$	16,198		$	92	$	5,540

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


	Gain (loss) recognized in accumulated other comprehensive income (loss) as of		Location of gain (loss) reclassified from accumulated other comprehensive income (loss) into income (loss)	Gain reclassified from accumulated other comprehensive income (loss) into income (loss)
(dollars in thousands)	March 31, 2024			Three months ended March 31, 2024
Cash Flow Hedges
Interest rate swaps	$	16,293	Interest expense	$	5,473
Foreign currency forward contracts	$	260	Revenue	$	34
Net Investment Hedges
Foreign currency forward contracts	$	(92)		$	—

	March 31, 2023			Three months ended March 31, 2023
Cash Flow Hedges
Interest rate swaps	$	17,594	Interest expense	$	4,499
Foreign currency forward contracts	$	14	Revenue	$	125
Net Investment Hedges
Foreign currency forward contracts	$	(417)		$	—

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) and related tax effects are 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 March 31, 2024 that is expected to be reclassified into earnings within the next twelve months is $14.7 million. There were no ineffective portions of our interest rate swap or foreign currency forward derivatives during the three months ended March 31, 2024 and 2023. See Note 11 to these unaudited, condensed 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 condensed consolidated statements of cash flows.

Subsequent Events (Details) - USD ($) $ in Millions	Apr. 30, 2024	Jan. 31, 2022	Oct. 30, 2020
Subsequent Event [Line Items]
Credit facility, maximum borrowing capacity		$ 1,100.0	$ 900.0
Subsequent event [Member]
Subsequent Event [Line Items]
Credit facility, maximum borrowing capacity	$ 1,500.0
Line of credit facility, available increase capacity, amount	$ 360.0
Line of credit facility, available increase capacity, percent of EBITDA	100.00%
Subsequent event [Member] \| Fed funds effective rate overnight index swap rate [Member]
Subsequent Event [Line Items]
Line of credit facility variable interest rate	0.50%
Subsequent event [Member] \| Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate [Member]
Subsequent Event [Line Items]
Line of credit facility variable interest rate	1.00%
Subsequent event [Member] \| Maximum [Member]
Subsequent Event [Line Items]
Line of credit facility, unused capacity, commitment fee percentage	0.50%
Net leverage ratio	3.50
Subsequent event [Member] \| Maximum [Member] \| Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate [Member]
Subsequent Event [Line Items]
Debt instrument, basis spread on variable rate	2.50%
Subsequent event [Member] \| Maximum [Member] \| Base rate [Member]
Subsequent Event [Line Items]
Debt instrument, basis spread on variable rate	1.50%
Subsequent event [Member] \| Maximum [Member] \| Designated Currency Rate [Member]
Subsequent Event [Line Items]
Debt instrument, basis spread on variable rate	2.50%
Subsequent event [Member] \| Minimum [Member]
Subsequent Event [Line Items]
Line of credit facility, unused capacity, commitment fee percentage	0.25%
Subsequent event [Member] \| Minimum [Member] \| Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate [Member]
Subsequent Event [Line Items]
Debt instrument, basis spread on variable rate	1.375%
Subsequent event [Member] \| Minimum [Member] \| Base rate [Member]
Subsequent Event [Line Items]
Debt instrument, basis spread on variable rate	0.375%
Subsequent event [Member] \| Minimum [Member] \| Designated Currency Rate [Member]
Subsequent Event [Line Items]
Debt instrument, basis spread on variable rate	1.375%
Subsequent event [Member] \| Revolving credit loans [Member]
Subsequent Event [Line Items]
Credit facility, maximum borrowing capacity	$ 700.0
Subsequent event [Member] \| Term loans [Member]
Subsequent Event [Line Items]
Credit facility, maximum borrowing capacity	800.0
Subsequent event [Member] \| Standby letters of credit [Member]
Subsequent Event [Line Items]
Credit facility, maximum borrowing capacity	50.0
Subsequent event [Member] \| Swingline loans
Subsequent Event [Line Items]
Credit facility, maximum borrowing capacity	50.0
Subsequent event [Member] \| Foreign line of credit [Member]
Subsequent Event [Line Items]
Credit facility, maximum borrowing capacity	$ 150.0

Subsequent Events

3 Months Ended

Mar. 31, 2024

Subsequent Events [Abstract]

Subsequent Events


13. Subsequent Events

April 2024 credit agreement refinancing

On April 30, 2024, we entered into the Third Amendment to Credit Agreement (the "Amendment"), by and among us, the lenders party thereto and Bank of America N.A., as administrative agent (the "Agent"). The Amendment amends the Amended and Restated Credit Agreement, dated as of October 30, 2020 (as previously amended, the "Existing Credit Agreement" and the Existing Credit Agreement as amended by the Amendment, the “2024 Credit Agreement”), by and among us, the lenders from time-to-time party thereto and the Agent.

The Amendment amends the Existing Credit Agreement to, among other things, (a) refinance the existing $1.1 billion credit facilities under the Existing Credit Agreement to provide for new credit facilities in the aggregate principal amount of $1.5 billion consisting of (i) a $700.0 million revolving credit facility with a $50.0 million letter of credit subfacility, a $50.0 million swingline subfacility and a $150.0 million sublimit available for multicurrency borrowings (the “2024 Revolving Facility”) and (ii) a $800.0 million term loan facility (the “2024 Term Facility” and together with the 2024 Revolving Facility, the “2024 Credit Facilities”), (b) extend the maturity date to April 30, 2029, (c) modify the definition of Applicable Margin (as defined below) and (iv) modify certain negative and financial covenants to provide additional operational flexibility.

Under the 2024 Credit Facilities, dollar tranche revolving loans and term loans bear interest at a rate per annum equal to, at the option of the Company: (a) a base rate equal to the highest of (i) the Federal Funds Rate plus 0.50%, (ii) the prime rate announced by Bank of America, N.A., and (iii) Term SOFR plus 1.00% (the “Base Rate”), plus an applicable margin as specified in the 2024 Credit Agreement (the “Applicable Margin”); (b) Term SOFR plus the Applicable Margin; or (c) the Daily SOFR Rate plus the Applicable Margin. The Applicable Margin shall be adjusted quarterly, varies based on our net leverage ratio and varies based on whether the loan is a Base Rate Loan (0.375% to 1.500%), or a Term SOFR Loan/Daily SOFR Loan (1.375% to 2.500%). The 2024 Credit Agreement also provides for a commitment fee of between 0.250% and 0.500% of the unused commitment under the 2024 Revolving Facility depending on our net leverage ratio.

Under the 2024 Credit Facilities, designated currency tranche revolving loans bear interest at a rate per annum equal to, at the option of the Company: (a) the Designated Currency Daily Rate (as defined in the 2024 Credit Agreement) plus the Applicable Margin; or (b) the Designated Currency Term Rate (as defined in the 2024 Credit Agreement) plus the Applicable Margin. The Applicable Margin shall be adjusted quarterly and varies based on our net leverage ratio for both Designated Currency Daily Rate Loans and Designated Currency Term Rate Loans (1.375% to 2.500%).

We may prepay the 2024 Credit Agreement in whole or in part at any time without premium or penalty, other than customary breakage costs with respect to certain types of loans.

Under the terms of the 2024 Credit Agreement, we are entitled on one or more occasion, subject to the satisfaction of certain conditions, to request an increase in the commitments under the 2024 Revolving Facility and/or request additional incremental term loans in the aggregate principal amount of up to the sum of (i)(x) the greater of (A) $360.0 million and (B) 100% of EBITDA (as defined in the 2024 Credit Agreement), plus (ii) at our option, up to an amount such that the net leverage ratio shall be no greater than 3.50 to 1.00.

The 2024 Credit Agreement 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.

The Amendment is filed as Exhibit 10.1 of this Quarterly Report on Form 10-Q. The descriptions of the Amendment and the 2024 Credit Agreement contained herein do not purport to be complete and are subject to, and qualified in their entirety by, the full and complete terms contained in the Amendment, a copy of which is filed as Exhibit 10.1 and is incorporated herein by reference.

Revenue Recognition (Disaggregation of Revenue by Geography) (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Disaggregation of Revenue [Line Items]
Revenue	$ 279,250	$ 261,753
United States [Member]
Disaggregation of Revenue [Line Items]
Revenue	238,109	221,669
United Kingdom [Member]
Disaggregation of Revenue [Line Items]
Revenue	26,129	26,048
Other countries [Member]
Disaggregation of Revenue [Line Items]
Revenue	$ 15,012	$ 14,036

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

- 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
-Topic 924
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-Name Accounting Standards Codification
-Section S99
-Paragraph 1
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Commitments and Contingencies (Tables)

3 Months Ended

Mar. 31, 2024

Commitments and Contingencies Disclosure [Abstract]

Components of Lease Expense

The following table summarizes the components of our lease expense:


	Three months ended March 31,
(dollars in thousands)		2024		2023
Operating lease cost(1)		$	1,986	$	2,385
Variable lease cost		313		432
Sublease income		(698)		(811)
Net lease cost		$	1,601	$	2,006

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

Schedule of Security Incident Expense and Probable Insurance Recoveries

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


	Three months ended March 31,
(dollars in thousands)		2024		2023
Gross expense		$	10,323	$	17,783
Offsetting insurance recoveries		—		—
Net expense		$	10,323	$	17,783

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


(dollars in thousands)	March 31, 2024		December 31, 2023
Cumulative gross expense	$	171,754	$	161,431
Cumulative offsetting insurance recoveries recognized	(50,000)		(50,000)
Cumulative net expense	$	121,754	$	111,431

Cumulative offsetting insurance recoveries paid	$	(50,000)	$	(50,000)

Fair Value Measurements (Assets and Liabilities Measured at Fair Value on a Recurring Basis) (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Contingent consideration obligations	$ 1,403	$ 1,403
Fair value measurements, recurring [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Interest rate swaps, derivative assets	16,293	16,198
Foreign currency forward contracts, derivative assets	260	0
Total financial assets	16,553	16,198
Interest rate swaps, derivative liabilities		5,004
Foreign currency forward contracts, derivative liabilities	92	536
Contingent consideration obligations	1,403	1,403
Total financial liabilities	1,495	6,943
Fair value measurements, recurring [Member] \| Level 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Interest rate swaps, derivative assets	0	0
Foreign currency forward contracts, derivative assets	0	0
Total financial assets	0	0
Interest rate swaps, derivative liabilities		0
Foreign currency forward contracts, derivative liabilities	0	0
Contingent consideration obligations	0	0
Total financial liabilities	0	0
Fair value measurements, recurring [Member] \| Level 2 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Interest rate swaps, derivative assets	16,293	16,198
Foreign currency forward contracts, derivative assets	260	0
Total financial assets	16,553	16,198
Interest rate swaps, derivative liabilities		5,004
Foreign currency forward contracts, derivative liabilities	92	536
Contingent consideration obligations	0	0
Total financial liabilities	92	5,540
Fair value measurements, recurring [Member] \| Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Interest rate swaps, derivative assets	0	0
Foreign currency forward contracts, derivative assets	0	0
Total financial assets	0	0
Interest rate swaps, derivative liabilities		0
Foreign currency forward contracts, derivative liabilities	0	0
Contingent consideration obligations	1,403	1,403
Total financial liabilities	$ 1,403	$ 1,403

Business Combinations (Details) - USD ($) $ in Thousands		3 Months Ended		12 Months Ended
Business Combinations (Details) - USD ($) $ in Thousands	Mar. 02, 2024	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023
Revenue		$ 279,250	$ 261,753
Loss on disposal	$ 1,600
EVERFI Limited
Revenue				$ 8,400

- Definition

+ References

+ Details

Debt (Summary of Debt) (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Line of Credit Facility [Line Items]
Debt, gross	$ 1,041,033	$ 781,145
Other debt	2,231	2,800
Less: Unamortized discount and debt issuance costs	1,211	1,481
Less: Debt, current portion	19,302	19,259
Debt, net of current portion	$ 1,020,520	$ 760,405
Weighted average effective interest rate	4.90%	4.24%
Revolving credit loans [Member]
Line of Credit Facility [Line Items]
Debt, gross	$ 379,000	$ 114,100
Weighted average effective interest rate	7.10%	7.52%
Term loans [Member]
Line of Credit Facility [Line Items]
Debt, gross	$ 603,438	$ 607,500
Weighted average effective interest rate	3.48%	3.51%
Mortgages [Member]
Line of Credit Facility [Line Items]
Debt, gross	$ 56,364	$ 56,745
Weighted average effective interest rate	5.22%	5.22%
Loans payable [Member]
Line of Credit Facility [Line Items]
Weighted average effective interest rate	8.50%	8.42%
Short-term debt [Member]
Line of Credit Facility [Line Items]
Weighted average effective interest rate	6.99%	7.02%
Long-term debt [Member]
Line of Credit Facility [Line Items]
Weighted average effective interest rate	4.86%	4.17%

Revenue Recognition

3 Months Ended

Mar. 31, 2024

Revenue from Contract with Customer [Abstract]

Revenue Recognition


12. Revenue Recognition

Transaction price allocated to the remaining performance obligations

As of March 31, 2024, approximately $1.2 billion of revenue under contract is expected to be recognized from remaining performance obligations. We expect to recognize revenue on approximately 50% 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).

Contract balances

Our contract assets as of March 31, 2024 and December 31, 2023 were insignificant. Our closing balances of deferred revenue were as follows:


(in thousands)	March 31, 2024		December 31, 2023
Total deferred revenue	$	367,187	$	394,927

The decrease in deferred revenue during the three months ended March 31, 2024 was primarily due to a seasonal decrease in customer contract renewals. Historically, due to the timing of customer budget cycles, we have an increase in customer contract renewals at or near the beginning of our third quarter. Generally, our lowest balance of deferred revenue during the year is at the end of our first quarter. The amount of revenue recognized during the three months ended March 31, 2024 that was included in the deferred revenue balance at the beginning of the period was approximately $173 million. The amount of revenue recognized during the three months ended March 31, 2024 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:


	Three months ended March 31,
(dollars in thousands)		2024		2023
United States		$	238,109	$	221,669
United Kingdom		26,129		26,048
Other countries		15,012		14,036
Total revenue		$	279,250	$	261,753

The Social Sector and Corporate Sector market groups comprised our go-to-market organizations as of March 31, 2024. 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; and

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

The following table presents our revenue by market group:


	Three months ended March 31,
(dollars in thousands)		2024		2023
Social Sector		$	244,444	$	224,897
Corporate Sector		34,806		36,856

Total revenue		$	279,250	$	261,753

The following table presents our recurring revenue by type:


	Three months ended March 31,
(dollars in thousands)		2024		2023
Contractual recurring		$	190,855	$	177,603
Transactional recurring		80,663		75,145
Total recurring revenue		$	271,518	$	252,748

- 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
-Topic 606
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-Section 50
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Condensed Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Revenue
Revenue	$ 279,250	$ 261,753
Cost of revenue
Cost of revenue	126,206	123,112
Gross profit	153,044	138,641
Operating expenses
Sales, marketing and customer success	50,865	54,385
Research and development	42,802	40,591
General and administrative	47,754	52,838
Amortization	904	774
Total operating expenses	142,325	148,588
Income (loss) from operations	10,719	(9,947)
Interest expense	(10,276)	(10,662)
Other income, net	3,347	2,007
Income (loss) before benefit for income taxes	3,790	(18,602)
Income tax benefit	(1,456)	(3,901)
Net income (loss)	$ 5,246	$ (14,701)
Earnings (loss) per share
Basic earnings per share	$ 0.10	$ (0.28)
Diluted earnings per share	$ 0.10	$ (0.28)
Common shares and equivalents outstanding
Basic weighted average shares	52,052,370	52,132,999
Diluted weighted average shares outstanding	53,414,495	52,132,999
Other comprehensive income (loss)
Foreign currency translation adjustment	$ (1,185)	$ 2,158
Unrealized gain (loss) on derivative instruments, net of tax	4,095	(10,692)
Total other comprehensive income (loss)	2,910	(8,534)
Comprehensive income (loss)	8,156	(23,235)
Recurring [Member]
Revenue
Revenue	271,518	252,748
Cost of revenue
Cost of revenue	119,188	114,500
One-time services and other [Member]
Revenue
Revenue	7,732	9,005
Cost of revenue
Cost of revenue	$ 7,018	$ 8,612

Debt (Summary of Currently Effective Third-Party Financing Agreements) (Details) - USD ($)
$ in Thousands

Dec. 31, 2023

Jan. 31, 2023

Loans payable [Member]

Debt Instrument [Line Items]

Original Loan Value

^[1]

$ 1,710

$ 2,491

[1]	Represent noncash investing and financing transactions during the periods indicated as we purchased software and services by assuming directly related liabilities.

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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-Subparagraph (SX 210.12-04(a))
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Reference 14: http://www.xbrl.org/2003/role/disclosureRef
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Reference 15: http://www.xbrl.org/2003/role/disclosureRef
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Reference 16: http://www.xbrl.org/2003/role/disclosureRef
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Reference 25: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

+ Details

Revenue Recognition (Details) $ in Millions	3 Months Ended
Revenue Recognition (Details) $ in Millions	Mar. 31, 2024 USD ($)
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Revenue recognized that was included in deferred revenue at beginning of period	$ 173.0
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-04-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Revenue, remaining performance obligation	$ 1,200.0
Revenue, remaining performance obligation, percentage to be recognized	50.00%
Revenue, remaining performance obligation, expected timing of satisfaction	12 months

Commitments and Contingencies

3 Months Ended

Mar. 31, 2024

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies


9. Commitments and Contingencies

Leases

We have operating leases for corporate offices, subleased offices and certain equipment and furniture. As of March 31, 2024, we did not have any operating leases that had not yet commenced.

The following table summarizes the components of our lease expense:


	Three months ended March 31,
(dollars in thousands)		2024		2023
Operating lease cost(1)		$	1,986	$	2,385
Variable lease cost		313		432
Sublease income		(698)		(811)
Net lease cost		$	1,601	$	2,006

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

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 March 31, 2024, the remaining aggregate minimum purchase commitment under these arrangements was approximately $239.8 million through 2029.

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

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

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

Security incident

As previously disclosed, we are subject to risks and uncertainties as a result of a ransomware attack against us in May 2020 in which a cybercriminal removed a copy of a subset of data from our self-hosted environment (the "Security Incident"). Based on the nature of the Security Incident, our research and third party (including law enforcement) investigation, we 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 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 reduced our financial exposure related to the Security Incident in prior years.

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


	Three months ended March 31,
(dollars in thousands)		2024		2023
Gross expense		$	10,323	$	17,783
Offsetting insurance recoveries		—		—
Net expense		$	10,323	$	17,783

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


(dollars in thousands)	March 31, 2024		December 31, 2023
Cumulative gross expense	$	171,754	$	161,431
Cumulative offsetting insurance recoveries recognized	(50,000)		(50,000)
Cumulative net expense	$	121,754	$	111,431

Cumulative offsetting insurance recoveries paid	$	(50,000)	$	(50,000)

Recorded expenses have consisted primarily of payments to third-party service providers and consultants, including legal fees, settlement of the previously disclosed SEC and multi-state Attorneys General investigations (discussed below), 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 unaudited, condensed consolidated statements of comprehensive income (loss) and as operating activities on our unaudited, condensed 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 the three months ended March 31, 2024, we incurred net pre-tax expenses of $10.3 million related to the Security Incident, which included $3.3 million for ongoing legal fees and additional accruals for loss contingencies of $7.0 million. During the three months ended March 31, 2024, we had net cash outlays of $2.0 million related to the Security Incident for ongoing legal fees. In line with our policy, legal fees are expensed as incurred. For full year 2024, we currently expect pre-tax expenses of approximately $5.0 million to $10.0 million and cash outlays of approximately $8.0 million to $13.0 million for ongoing legal fees related to the Security Incident. Not included in these ranges are our previous settlements or current accruals for loss contingencies related to the matters discussed below.

As of March 31, 2024, we have recorded approximately $8.5 million in aggregate liabilities for loss contingencies based primarily on recent negotiations with certain customers and governmental agencies related to the Security Incident that we believed we could reasonably estimate in accordance with our loss contingency procedures described above. Our liabilities for loss contingencies are recorded in accrued expenses and other current liabilities on our unaudited, condensed consolidated balance sheets. It is reasonably possible that our estimated actual losses may change in the near term for those matters and be materially in excess of the amounts accrued, but we are unable at this time to reasonably estimate the possible additional loss.

There are other Security Incident-related matters, including customer claims, customer constituent class actions and governmental investigations, for which we have not recorded a liability for a loss contingency as of March 31, 2024 because we are unable at this time to reasonably estimate the possible loss or range of loss. Each of these matters could, separately or in the aggregate, result in an adverse judgment, settlement, fine, penalty or other resolution, the amount, scope and timing of which we are currently unable to predict, but could have a material adverse impact on our results of operations, cash flows or financial condition.

Customer claims. To date, we have received approximately 260 specific requests from customers for reimbursement of expenses incurred by them related to the Security Incident, approximately 214 (or 82%) of which have been fully resolved and closed and approximately 39 (or 15%) are inactive and are considered by us to have been abandoned by the customers. 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, none of which resulted in claims submitted to us and are considered by us to have been abandoned by the customers. We have also received notices of proposed claims on behalf of a number of U.K. 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, of which 3 cases remain active and unresolved.

Customer constituent class actions. Presently, we are a defendant in putative consumer class action cases in U.S. federal courts (most of which have been consolidated under multi district litigation to a single federal court) and 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. We have received a Civil Investigative Demand from the office of the California Attorney General relating to the Security Incident and are in discussions with the Attorney General about potential resolution of issues arising from this investigation. Although we are hopeful that we can resolve this matter on acceptable terms, there is no assurance that we will be able to do so on terms acceptable to us and the state of California.

We also are subject to the following pending governmental actions:

•an investigation by the U.S. Federal Trade Commission (the "FTC"), as further described below; and

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

We also responded to inquiries from the Office of the Australian Information Commissioner in September 2020 and the Office of the Privacy Commissioner of Canada in October 2020.

As previously disclosed, on February 1, 2024, the FTC announced its approval of an Agreement Containing Consent Order (the “Proposed Order”) evidencing its settlement with the Company in connection with the Security Incident. Pursuant to its rules, the FTC placed the Proposed Order and related draft complaint on the public record for a period of 30 days for the receipt of public comments after which the FTC will consider any comments received from interested persons prior to determining whether and in what form to finalize the Proposed Order. The 30-day comment period expired on March 14, 2024. As part of the FTC’s proposed order, the Company has not been fined and is not otherwise required to make any payment. Furthermore, the Company has agreed to the FTC’s proposed order without admitting or denying any of the FTC’s allegations, except as expressly stated otherwise in the Proposed Order. If finalized, the settlement described in the Proposed Order will fully resolve the FTC investigation. Although we believe the Proposed Order will be finalized in substantially its current form, there can be no assurances as to whether that will occur or its timing. For more information, see the form of Proposed Order that was furnished as Exhibit 99.2 to the Company’s Current Report on Form 8-K filed with the SEC on February 2, 2024 and in Note 11 to our audited consolidated financial statements contained in our Annual Report on Form 10-K filed with the SEC on February 21, 2024.

As previously disclosed, on October 5, 2023, we entered into separate, substantially similar Administrative Orders with each of 49 state Attorneys General and the District of Columbia relating to the Security Incident which fully resolved the previously disclosed multi-state Civil Investigative Demand and the separate Civil Investigative Demand from the Office of the Indiana Attorney General relating to the Security Incident.

On March 9, 2023, we reached a settlement with the SEC in connection with the Security Incident that fully resolved the previously disclosed SEC investigation of the Security Incident.

On September 28, 2021, the Information Commissioner’s Office in the United Kingdom under the U.K. Data Protection Act 2018 notified us that it has closed its investigation of the Security Incident.

On September 24, 2021, we received notice from the Spanish Data Protection Authority that it has concluded its investigation of 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.

For more information about these completed government investigations and related actions, see Note 11 to our audited consolidated financial statements contained in our Annual Report on Form 10-K filed with the SEC on February 21, 2024.

We 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 judgments, 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.

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

Mar. 31, 2024

Dec. 31, 2023

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Taxes payable

$ 29,753

$ 21,282

Accrued legal costs

^[1]

11,713

3,659

Customer credit balances

9,102

10,238

Operating lease liabilities, current portion

6,714

6,701

Accrued commissions and salaries

2,987

4,413

Accrued health care costs

2,387

3,865

Accrued vacation costs

2,349

2,452

Accrued transaction-based costs related to payments services

1,917

4,323

Contingent consideration obligations

1,403

Derivative instruments

5,540

Other liabilities

11,017

10,704

Total accrued expenses and other liabilities

79,434

74,580

Less: Long-term portion

4,163

10,258

Accrued expenses and other current liabilities

$ 75,271

$ 64,322

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

Accrued expenses and other current liabilities

[1]	All accrued legal costs are classified as current. See Note 9 to these unaudited, condensed consolidated financial statements for additional information about our loss contingency accruals and other legal expenses.

Organization

3 Months Ended

Mar. 31, 2024

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Organization


1. Organization

We are the leading software provider exclusively dedicated to powering social impact. Serving the nonprofit and education sectors, companies committed to social responsibility and individual change makers, our essential software is built to accelerate impact in fundraising, nonprofit financial management, digital giving, grantmaking, corporate social responsibility and education management. A remote-first company, we have operations in the United States, Australia, Canada, Costa Rica and the United Kingdom, supporting users in 100+ countries.

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

3 Months Ended

Mar. 31, 2024

Mar. 31, 2023

Commitments and Contingencies Disclosure [Abstract]

Operating lease cost

^[1]

$ 1,986

$ 2,385

Variable lease cost

313

432

Sublease income

(698)

(811)

Net lease cost

$ 1,601

$ 2,006

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

Basis of Presentation (Policy)	3 Months Ended
Basis of Presentation (Policy)	Mar. 31, 2024
Accounting Policies [Abstract]
Unaudited interim consolidated financial statements	Unaudited condensed consolidated interim financial statements The accompanying condensed consolidated interim financial statements have been prepared pursuant to the rules and regulations of the United States Securities and Exchange Commission ("SEC") for interim financial reporting. These condensed consolidated statements are unaudited and, in the opinion of management, include all adjustments (consisting of normal recurring adjustments and accruals) necessary to state fairly the consolidated balance sheets, consolidated statements of comprehensive income, consolidated statements of cash flows and consolidated statements of stockholders’ equity, for the periods presented in accordance with accounting principles generally accepted in the United States ("U.S.") ("GAAP"). The condensed consolidated balance sheet at December 31, 2023 has been derived from the audited consolidated financial statements at that date. Operating results and cash flows for the three months ended March 31, 2024 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2024, or any other future period. Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with GAAP have been omitted in accordance with the rules and regulations for interim reporting of the SEC. These unaudited, condensed consolidated interim financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2023, and other forms filed with the SEC from time to time.
Basis of consolidation	Basis of consolidation The unaudited, condensed consolidated financial statements include the accounts of Blackbaud, Inc. and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.
Reportable segment	Reportable segment We report our operating results and financial information in one operating and reportable segment. Our chief operating decision maker uses consolidated financial information to make operating decisions, assess financial performance and allocate resources. Our chief operating decision maker is our chief executive officer.
Use of estimates	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 and content 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.

- Definition

Disclosure of accounting policy for segment reporting.

+ References + Details

Stockholders' Equity (Tables)

3 Months Ended

Mar. 31, 2024

Equity [Abstract]

Changes in Accumulated Other Comprehensive Income (Loss) by Component

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


	Three months ended March 31,
(in thousands)		2024		2023
Accumulated other comprehensive (loss) income, beginning of period		$	(1,688)	$	8,938
By component:
Gains and losses on cash flow hedges:
Accumulated other comprehensive income balance, beginning of period		$	8,158	$	23,833
Other comprehensive income (loss) before reclassifications, net of tax effects of $(2,966) and $2,566		8,121		(7,289)
Amounts reclassified from accumulated other comprehensive income (loss)		(5,507)		(4,624)
Tax expense included in provision for income taxes		1,481		1,221
Total amounts reclassified from accumulated other comprehensive income (loss)		(4,026)		(3,403)
Net current-period other comprehensive income (loss)		4,095		(10,692)
Accumulated other comprehensive income balance, end of period		$	12,253	$	13,141
Foreign currency translation adjustment:
Accumulated other comprehensive loss balance, beginning of period		$	(9,846)	$	(14,895)
Translation adjustment		(1,185)		2,158
Accumulated other comprehensive loss balance, end of period		(11,031)		(12,737)
Accumulated other comprehensive income, end of period		$	1,222	$	404

Pay vs Performance Disclosure - USD ($) $ in Thousands	3 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Thousands	Mar. 31, 2024	Mar. 31, 2023
Pay vs Performance Disclosure
Net income (loss)	$ 5,246	$ (14,701)

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(g)(1)(ii))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 323
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-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481687/323-10-50-3

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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-Section 50
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-URI https://asc.fasb.org//1943274/2147483589/942-220-S99-1

+ Details

Business Combinations

3 Months Ended

Mar. 31, 2024

Business Combinations [Abstract]

Business Combinations and Dispositions


3. Business Combinations and Dispositions

2024 Disposition

On March 2, 2024, we completed a transaction to divest our U.K.-based creative services business EVERFI Limited, formerly a wholly-owned subsidiary of EVERFI Inc, which is a wholly-owned subsidiary of Blackbaud, Inc. EVERFI Limited's total revenue during 2023 was $8.4 million. We incurred an insignificant amount of legal costs associated with the disposition of this business. As a result of the disposition, we recorded a $1.6 million loss, which was recorded in general and administrative expense in the unaudited, condensed consolidated statement of comprehensive income for the three months ended March 31, 2024.

Income Taxes

3 Months Ended

Mar. 31, 2024

Income Tax Disclosure [Abstract]

Income Taxes


10. Income Taxes

Our income tax benefit and effective income tax rates, including the effects of period-specific events, were:


	Three months ended March 31,
(dollars in thousands)		2024			2023
Income tax benefit		$	(1,456)		$	(3,901)
Effective income tax rate		(38.4)		%	21.0		%

The change in our effective income tax rate for the three months ended March 31, 2024 when compared to the same period in 2023 was primarily attributable to

- 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.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-13

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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-Section S99
-Paragraph 1
-Subparagraph (SAB TOPIC 6.I.5.Q1)
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-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482603/740-30-50-2

+ Details

Earnings Per Share (Tables)

3 Months Ended

Mar. 31, 2024

Earnings Per Share [Abstract]

Computation of Basic and Diluted Earnings Per Share

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


	Three months ended March 31,
(dollars in thousands, except per share amounts)		2024		2023
Numerator:
Net income (loss)		$	5,246	$	(14,701)
Denominator:
Weighted average common shares		52,052,370		52,132,999
Add effect of dilutive securities:
Restricted stock and units		1,362,125		—
Weighted average common shares assuming dilution		53,414,495		52,132,999
Earnings (loss) per share
Basic		$	0.10	$	(0.28)
Diluted		$	0.10	$	(0.28)

Anti-dilutive shares excluded from calculations of diluted earnings (loss) per share		622,902		1,638,453

Revenue Recognition (Disaggregation of Revenue by Market Group) (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Disaggregation of Revenue [Line Items]
Revenue	$ 279,250	$ 261,753
Social Sector
Disaggregation of Revenue [Line Items]
Revenue	244,444	224,897
Corporate Sector
Disaggregation of Revenue [Line Items]
Revenue	$ 34,806	$ 36,856

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

- Definition

+ References

+ Details

Consolidated Financial Statement Details

3 Months Ended

Mar. 31, 2024

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Consolidated Financial Statement Details


6. Consolidated Financial Statement Details

Restricted cash


(dollars in thousands)	March 31, 2024		December 31, 2023
Restricted cash due to customers	$	355,307	$	695,489

Real estate escrow balances and other	1,186		1,517
Total restricted cash	$	356,493	$	697,006

Prepaid expenses and other assets


(dollars in thousands)	March 31, 2024		December 31, 2023
Costs of obtaining contracts(1)(2)	$	61,313	$	62,377
Prepaid software maintenance and subscriptions(3)	34,668		35,169
Derivative instruments	16,553		16,198
Implementation costs for cloud computing arrangements, net(4)(5)	9,792		9,259
Prepaid insurance	8,617		3,940
Unbilled accounts receivable	6,432		5,615
Taxes, prepaid and receivable	3,407		3,418
Deferred tax assets	617		644
Other assets	13,073		13,702
Total prepaid expenses and other assets	154,472		150,322
Less: Long-term portion	59,883		51,037
Prepaid expenses and other current assets	$	94,589	$	99,285

(1)Amortization expense from costs of obtaining contracts was $4.8 million and $8.3 million for the three months ended March 31, 2024 and 2023, respectively.

(2)The current portion of costs of obtaining contracts as of March 31, 2024 and December 31, 2023 was $18.8 million and $25.3 million, respectively.

(3)The current portion of prepaid software maintenance and subscriptions as of March 31, 2024 and December 31, 2023 was $31.6 million and $32.4 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 insignificant for the three months ended March 31, 2024 and 2023, respectively. Accumulated amortization for these costs was $8.4 million and $7.7 million as of March 31, 2024 and December 31, 2023, respectively.

Accrued expenses and other liabilities


(dollars in thousands)	March 31, 2024		December 31, 2023
Taxes payable	$	29,753	$	21,282
Accrued legal costs(1)	11,713		3,659
Customer credit balances	9,102		10,238
Operating lease liabilities, current portion	6,714		6,701
Accrued commissions and salaries	2,987		4,413
Accrued health care costs	2,387		3,865
Accrued vacation costs	2,349		2,452
Accrued transaction-based costs related to payments services	1,917		4,323
Contingent consideration liability	1,403		1,403
Derivative instruments	92		5,540


Other liabilities	11,017		10,704
Total accrued expenses and other liabilities	79,434		74,580
Less: Long-term portion	4,163		10,258
Accrued expenses and other current liabilities	$	75,271	$	64,322

(1)All accrued legal costs are classified as current. See Note 9 to these unaudited, condensed consolidated financial statements for additional information about our loss contingency accruals and other legal expenses.

Other income, net


	Three months ended March 31,
(dollars in thousands)		2024		2023
Interest income		$	2,048	$	1,236
Currency revaluation gains (losses)		283		(245)
Other income, net		1,016		1,016
Other income, net		$	3,347	$	2,007

Derivative Instruments (Fair Value of Derivative Instruments) (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
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
Derivative Liability, Current, Statement of Financial Position [Extensible Enumeration]	Accrued expenses and other current liabilities	Accrued expenses and other current liabilities
Designated as hedging instrument [Member]
Derivatives, Fair Value [Line Items]
Derivative assets, fair value	$ 16,553	$ 16,198
Derivative liabilities, fair value	92	5,540
Designated as hedging instrument [Member] \| Foreign currency forward contracts [Member]
Derivatives, Fair Value [Line Items]
Derivative asset, foreign currency forward contracts, current	260	0
Derivative liability, foreign currency forward contracts, current	92	536
Designated as hedging instrument [Member] \| Interest rate swap [Member]
Derivatives, Fair Value [Line Items]
Derivative asset, foreign currency forward contracts, current	12,328	16,198
Derivative liability, foreign currency forward contracts, current	0	0
Derivative asset, interest rate swaps, long-term	3,965	0
Derivative liability, interest rate swaps, long-term	$ 0	$ 5,004

Label	Element	Value
Cash, Cash Equivalents, Restricted Cash, and Restricted Cash Equivalents	us-gaap_CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalents	$ 728,257,000

Revenue Recognition (Disaggregation of Recurring Revenue by Type) (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Disaggregation of Revenue [Line Items]
Revenue	$ 279,250	$ 261,753
Contractual recurring [Member]
Disaggregation of Revenue [Line Items]
Revenue	190,855	177,603
Transactional recurring [Member]
Disaggregation of Revenue [Line Items]
Revenue	80,663	75,145
Recurring [Member]
Disaggregation of Revenue [Line Items]
Revenue	$ 271,518	$ 252,748

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

- Definition

+ References

+ Details

Consolidated Financial Statement Details (Components of Other Income and Expense) (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Interest income	$ 2,048	$ 1,236
Currency revaluation gains (losses)	283	(245)
Other income, net	1,016	1,016
Other income, net	$ 3,347	$ 2,007

Commitments and Contingencies (Details) $ in Thousands	3 Months Ended
Commitments and Contingencies (Details) $ in Thousands	Mar. 31, 2024 USD ($) cases
Loss Contingencies [Line Items]
Liability insurance, amount, total	$ 50,000
Liability insurance, amount, deductible	250
Security Incident, net pre-tax expense	10,300
Security Incident, ongoing legal fees	3,300
Loss contingency accrual, period increase (decrease)	7,000
Security Incident, net cash outlays	2,000
Loss contingency accrual	$ 8,500
Plaintiffs, number \| cases	260
Claims settled, number \| cases	214
Claims settled, percent	82.00%
Pending claims, number \| cases	400
Security incident, number of state Attorneys General \| cases	49
Security incident, customer reimbursement requests inactive or abandoned, number \| cases	39
Security incident, subrogation claims, number \| cases	3
Security incident, customer reimbursement requests inactive or abandoned, percent	15.00%
Minimum [Member]
Loss Contingencies [Line Items]
Security Incident, expected cost	$ 5,000
Expected net cash outlays for ongoing legal fees	8,000
Maximum [Member]
Loss Contingencies [Line Items]
Security Incident, expected cost	10,000
Expected net cash outlays for ongoing legal fees	13,000
Third-party technology [Member]
Long-term Purchase Commitment [Line Items]
Remaining aggregate minimum purchase commitment	$ 239,800

Income Taxes (Tables)

3 Months Ended

Mar. 31, 2024

Income Tax Disclosure [Abstract]

Schedule of Effective Income Tax Rates

Our income tax benefit and effective income tax rates, including the effects of period-specific events, were:


	Three months ended March 31,
(dollars in thousands)		2024			2023
Income tax benefit		$	(1,456)		$	(3,901)
Effective income tax rate		(38.4)		%	21.0		%

Fair Value Measurements (Tables)

3 Months Ended

Mar. 31, 2024

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 March 31, 2024
Financial assets:
Interest rate swaps	$	—	$	16,293	$	—	$	16,293
Foreign currency forward contracts	—		260		—		260
Total financial assets	$	—	$	16,553	$	—	$	16,553

Fair value as of March 31, 2024
Financial liabilities:

Foreign currency forward contracts	$	—	$	92	$	—	$	92
Contingent consideration obligations	—		—		1,403		1,403
Total financial liabilities	$	—	$	92	$	1,403	$	1,495

Fair value as of December 31, 2023
Financial assets:
Interest rate swaps	$	—	$	16,198	$	—	$	16,198
Foreign currency forward contracts	—		—		—		—
Total financial assets	$	—	$	16,198	$	—	$	16,198

Fair value as of December 31, 2023
Financial liabilities:
Interest rate swaps	$	—	$	5,004	$	—	$	5,004
Foreign currency forward contracts	—		536		—		536
Contingent consideration obligations	—		—		1,403		1,403
Total financial liabilities	$	—	$	5,540	$	1,403	$	6,943

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Mar. 31, 2024
Trading Arrangements, by Individual
Material Terms of Trading Arrangement	During the three months ended March 31, 2024, none of the Company’s directors or executive officers adopted or terminated any contract, instruction or written plan for the purchase or sale of Company securities.
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

Debt

3 Months Ended

Mar. 31, 2024

Debt Disclosure [Abstract]

Debt


7. 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)	March 31, 2024		December 31, 2023		March 31, 2024		December 31, 2023
Credit facility:
Revolving credit loans	$	379,000	$	114,100	7.10	%	7.52	%
Term loans	603,438		607,500		3.48	%	3.51	%
Real estate loans	56,364		56,745		5.22	%	5.22	%
Other debt	2,231		2,800		8.50	%	8.42	%
Total debt	1,041,033		781,145		4.90	%	4.24	%
Less: Unamortized discount and debt issuance costs	1,211		1,481
Less: Debt, current portion	19,302		19,259		6.99	%	7.02	%
Debt, net of current portion	$	1,020,520	$	760,405	4.86	%	4.17	%

2020 credit facility

In October 2020, we entered into a five-year $900.0 million senior credit facility (the "2020 Credit Facility"). At March 31, 2024, we were in compliance with our debt covenants under the 2020 Credit Facility.

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 two senior secured notes with a then-aggregate outstanding principal amount of $61.1 million (collectively, the “Real Estate Loans”). At March 31, 2024, we were in compliance with our debt covenants under the Real Estate Loans.

Other debt

From time to time, we enter into third-party financing agreements for purchases of software and related services for our internal use. Generally, the agreements are non-interest-bearing notes requiring annual payments. Interest associated with the notes is imputed at the rate we would incur for amounts borrowed under our then-existing credit facility at the inception of the notes.

The following table summarizes our currently effective supplier financing agreements as of March 31, 2024:


(dollars in thousands)	Term in Months	Number of Annual Payments	First Annual Payment Due	Original Loan Value
Effective dates of agreements (1):
December 2022	39	3	January 2023	$	1,710
January 2023	36	3	April 2023	$	2,491

(1)Represent noncash investing and financing transactions during the periods indicated as we purchased software and services by assuming directly related liabilities.

The changes in supplier financing obligations during the three months ended March 31, 2024, consisted of the following:


(dollars in thousands)	Total
Balance at December 31, 2023	$	2,800
Additions	—
Settlements	(569)
Balance at March 31, 2024	$	2,231

- 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.

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+ Details

Debt (Changes in Supplier Financing Obligations) (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Dec. 31, 2023
Debt Disclosure [Abstract]
Balance at December 31, 2023	$ 2,800
Settlements	(569)
Balance at March 31, 2024	$ 2,231
Supplier Finance Program, Obligation, Statement of Financial Position [Extensible Enumeration]	Debt, current portion, Debt, net of current portion	Debt, current portion, Debt, net of current portion

Earnings Per Share (Computation of Basic and Diluted Earnings Per Share) (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Earnings Per Share [Abstract]
Net income (loss)	$ 5,246	$ (14,701)
Weighted average common shares	52,052,370	52,132,999
Restricted stock and units	1,362,125	0
Weighted average common shares assuming dilution	53,414,495	52,132,999
Basic earnings per share	$ 0.10	$ (0.28)
Diluted earnings per share	$ 0.10	$ (0.28)
Anti-dilutive shares excluded from calculations of diluted earnings (loss) per share	622,902	1,638,453

- 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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+ Details

- Definition

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

+ References

+ Details

Basis of Presentation

3 Months Ended

Mar. 31, 2024

Accounting Policies [Abstract]

Basis of Presentation


2. Basis of Presentation

Unaudited condensed consolidated interim financial statements

The accompanying condensed consolidated interim financial statements have been prepared pursuant to the rules and regulations of the United States Securities and Exchange Commission ("SEC") for interim financial reporting. These condensed consolidated statements are unaudited and, in the opinion of management, include all adjustments (consisting of normal recurring adjustments and accruals) necessary to state fairly the consolidated balance sheets, consolidated statements of comprehensive income, consolidated statements of cash flows and consolidated statements of stockholders’ equity, for the periods presented in accordance with accounting principles generally accepted in the United States ("U.S.") ("GAAP"). The condensed consolidated balance sheet at December 31, 2023 has been derived from the audited consolidated financial statements at that date. Operating results and cash flows for the three months ended March 31, 2024 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2024, or any other future period. Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with GAAP have been omitted in accordance with the rules and regulations for interim reporting of the SEC. These unaudited, condensed consolidated interim financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2023, and other forms filed with the SEC from time to time.

Basis of consolidation

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

Reportable segment

We report our operating results and financial information in one operating and reportable segment. Our chief operating decision maker uses consolidated financial information to make operating decisions, assess financial performance and allocate resources. Our chief operating decision maker is our chief executive officer.

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 and content 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 issued accounting pronouncements

There are no recently issued accounting pronouncements that we expect to have a material impact on our consolidated financial statements when adopted in the future.

Summary of significant accounting policies

There have been no material changes to our significant accounting policies described in our Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on February 21, 2024.

Fair Value Measurements

3 Months Ended

Mar. 31, 2024

Fair Value Disclosures [Abstract]

Fair Value Measurements


5. Fair Value Measurements

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.

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 March 31, 2024
Financial assets:
Interest rate swaps	$	—	$	16,293	$	—	$	16,293
Foreign currency forward contracts	—		260		—		260
Total financial assets	$	—	$	16,553	$	—	$	16,553

Fair value as of March 31, 2024
Financial liabilities:

Foreign currency forward contracts	$	—	$	92	$	—	$	92
Contingent consideration obligations	—		—		1,403		1,403
Total financial liabilities	$	—	$	92	$	1,403	$	1,495

Fair value as of December 31, 2023
Financial assets:
Interest rate swaps	$	—	$	16,198	$	—	$	16,198
Foreign currency forward contracts	—		—		—		—
Total financial assets	$	—	$	16,198	$	—	$	16,198

Fair value as of December 31, 2023
Financial liabilities:
Interest rate swaps	$	—	$	5,004	$	—	$	5,004
Foreign currency forward contracts	—		536		—		536
Contingent consideration obligations	—		—		1,403		1,403
Total financial liabilities	$	—	$	5,540	$	1,403	$	6,943

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 8 to these unaudited, condensed 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.

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.

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 March 31, 2024 and December 31, 2023, due to the immediate or short-term maturity of these instruments.

We believe the carrying amount of our debt approximates its fair value at March 31, 2024 and December 31, 2023, as the debt bears interest rates that approximate market value. As SOFR 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. The fair value of our fixed rate debt does not exceed the carrying amount.

We did not transfer any assets or liabilities among the levels within the fair value hierarchy during the three months ended March 31, 2024.

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 right-of-use ("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.

There were no significant non-recurring fair value adjustments to our long-lived assets, intangible assets, goodwill and operating lease ROU assets during the three months ended March 31, 2024.

Condensed Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands	Total	Common stock [Member]	Treasury stock, common [Member]	Additional paid-in capital [Member]	Accumulated other comprehensive income (loss) [Member]	Retained earnings [Member]
Balance (in shares) at Dec. 31, 2022		67,814,044
Balance at Dec. 31, 2022	$ 744,032	$ 68	$ (537,287)	$ 1,075,264	$ 8,938	$ 197,049
Treasury Stock, Common, Shares at Dec. 31, 2022			(14,745,230)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)	(14,701)					(14,701)
Vesting of restricted stock units (in shares)		954,147
Vesting of restricted stock units	0			0
Share-Based Payment Arrangement, Shares Withheld for Tax Withholding Obligation			(533,597)
Employee taxes paid for withheld shares upon equity award settlement	(30,990)		$ (30,990)
Stock-based compensation	29,925			29,925		0
Restricted stock grants (in shares)		427,941
Restricted stock grants	1	$ 1
Restricted stock cancellations (in shares)		(41,269)
Other comprehensive income	(8,534)				(8,534)
Balance (in shares) at Mar. 31, 2023		69,154,863
Balance at Mar. 31, 2023	719,733	$ 69	$ (568,277)	1,105,189	404	182,348
Treasury Stock, Common, Shares at Mar. 31, 2023			(15,278,827)
Balance (in shares) at Dec. 31, 2023		69,188,304
Balance at Dec. 31, 2023	$ 808,705	$ 69	$ (591,557)	1,203,012	(1,688)	198,869
Treasury Stock, Common, Shares at Dec. 31, 2023	(15,562,864)		(15,562,864)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)	$ 5,246					5,246
Treasury Stock, Shares, Acquired			(2,954,211)
Purchase of treasury shares under stock repurchase program, cost method	(263,656)		$ (211,412)	(52,244)
Vesting of restricted stock units (in shares)		1,357,125
Vesting of restricted stock units	0			0
Share-Based Payment Arrangement, Shares Withheld for Tax Withholding Obligation			(720,189)
Employee taxes paid for withheld shares upon equity award settlement	(52,723)		$ (52,723)
Stock-based compensation	33,570			33,570		0
Restricted stock grants (in shares)		335,237
Restricted stock grants	2	$ 2
Restricted stock cancellations (in shares)		(19,159)
Other comprehensive income	2,910				2,910
Balance (in shares) at Mar. 31, 2024		70,861,507
Balance at Mar. 31, 2024	$ 534,054	$ 71	$ (855,692)	$ 1,184,338	$ 1,222	$ 204,115
Treasury Stock, Common, Shares at Mar. 31, 2024	(19,237,264)		(19,237,264)

Debt (Tables)

3 Months Ended

Mar. 31, 2024

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)	March 31, 2024		December 31, 2023		March 31, 2024		December 31, 2023
Credit facility:
Revolving credit loans	$	379,000	$	114,100	7.10	%	7.52	%
Term loans	603,438		607,500		3.48	%	3.51	%
Real estate loans	56,364		56,745		5.22	%	5.22	%
Other debt	2,231		2,800		8.50	%	8.42	%
Total debt	1,041,033		781,145		4.90	%	4.24	%
Less: Unamortized discount and debt issuance costs	1,211		1,481
Less: Debt, current portion	19,302		19,259		6.99	%	7.02	%
Debt, net of current portion	$	1,020,520	$	760,405	4.86	%	4.17	%

Summary of Currently Effective Supplier Financing Agreements

The following table summarizes our currently effective supplier financing agreements as of March 31, 2024:


(dollars in thousands)	Term in Months	Number of Annual Payments	First Annual Payment Due	Original Loan Value
Effective dates of agreements (1):
December 2022	39	3	January 2023	$	1,710
January 2023	36	3	April 2023	$	2,491

(1)Represent noncash investing and financing transactions during the periods indicated as we purchased software and services by assuming directly related liabilities.

Changes in Supplier Financing Obligations

The changes in supplier financing obligations during the three months ended March 31, 2024, consisted of the following:


(dollars in thousands)	Total
Balance at December 31, 2023	$	2,800
Additions	—
Settlements	(569)
Balance at March 31, 2024	$	2,231

- 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

Reference 1: http://www.xbrl.org/2003/role/exampleRef
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Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef
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+ Details

Derivative Instruments (Tables)

3 Months Ended

Mar. 31, 2024

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Fair Values of Derivative Instruments

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


		Asset derivatives					Liability derivatives
(dollars in thousands)	Balance sheet location	March 31, 2024		December 31, 2023		Balance sheet location	March 31, 2024		December 31, 2023
Derivative instruments designated as hedging instruments:
Interest rate swaps, current portion	Prepaid expenses and other current assets	$	12,328	$	16,198	Accrued expenses and other current liabilities	$	—	$	—
Foreign currency forward contracts, current portion	Prepaid expenses and other current assets	260		—		Accrued expenses and other current liabilities	92		536
Interest rate swaps, long-term	Other assets	3,965		—		Other liabilities	—		5,004
Total derivative instruments designated as hedging instruments		$	16,553	$	16,198		$	92	$	5,540

Effects of Derivative Instruments in Cash Flow Hedging Relationships

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


	Gain (loss) recognized in accumulated other comprehensive income (loss) as of		Location of gain (loss) reclassified from accumulated other comprehensive income (loss) into income (loss)	Gain reclassified from accumulated other comprehensive income (loss) into income (loss)
(dollars in thousands)	March 31, 2024			Three months ended March 31, 2024
Cash Flow Hedges
Interest rate swaps	$	16,293	Interest expense	$	5,473
Foreign currency forward contracts	$	260	Revenue	$	34
Net Investment Hedges
Foreign currency forward contracts	$	(92)		$	—

	March 31, 2023			Three months ended March 31, 2023
Cash Flow Hedges
Interest rate swaps	$	17,594	Interest expense	$	4,499
Foreign currency forward contracts	$	14	Revenue	$	125
Net Investment Hedges
Foreign currency forward contracts	$	(417)		$	—

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

3 Months Ended

Mar. 31, 2024

Mar. 31, 2023

Dec. 31, 2023

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Costs of obtaining contracts

^[1],[2]

$ 61,313

$ 62,377

Prepaid software maintenance and subscriptions, current and long-term

^[3]

34,668

35,169

Derivative instruments

16,553

16,198

Implementation costs for cloud computing arrangements

^[4],[5]

9,792

9,259

Prepaid insurance

8,617

3,940

Unbilled accounts receivable

6,432

5,615

Taxes, prepaid and receivable

3,407

3,418

Deferred tax assets

617

644

Other assets

13,073

13,702

Total prepaid expenses and other assets

154,472

150,322

Less: Long-term portion

59,883

51,037

Prepaid expenses and other current assets

94,589

99,285

Amortization expense from costs of obtaining contracts

4,800

$ 8,300

Current portion of costs of obtaining contracts

18,800

25,300

Prepaid software maintenance and subscriptions, current

31,600

32,400

Implementation costs for cloud computing arrangements, accumulated amortization

$ 8,400

$ 7,700

[1]	Amortization expense from costs of obtaining contracts was $4.8 million and $8.3 million for the three months ended March 31, 2024 and 2023, respectively.
[2]	The current portion of costs of obtaining contracts as of March 31, 2024 and December 31, 2023 was $18.8 million and $25.3 million, respectively.
[3]	The current portion of prepaid software maintenance and subscriptions as of March 31, 2024 and December 31, 2023 was $31.6 million and $32.4 million, respectively.
[4]	Amortization expense from capitalized cloud computing implementation costs was insignificant for the three months ended March 31, 2024 and 2023, respectively. Accumulated amortization for these costs was $8.4 million and $7.7 million as of March 31, 2024 and December 31, 2023, respectively.
[5]	These costs primarily relate to the multi-year implementations of our new global enterprise resource planning and customer relationship management systems.

Debt (Details) - USD ($) $ in Millions	Jan. 31, 2022	Oct. 30, 2020	Aug. 31, 2020
Business Acquisition [Line Items]
Credit facility, maximum borrowing capacity	$ 1,100.0	$ 900.0
Global HQ [Member]
Business Acquisition [Line Items]
Debt, face amount			$ 61.1

Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Cash flows from operating activities
Net income (loss)	$ 5,246	$ (14,701)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization	30,095	27,272
Provision for doubtful accounts and sales returns	305	1,522
Stock-based compensation expense	33,570	29,925
Deferred taxes	(12,239)	9,245
Amortization of deferred financing costs and discount	349	500
Loss on disposition of business	1,561	0
Other non-cash adjustments	0	(215)
Changes in operating assets and liabilities, net of acquisition and disposal of businesses:
Accounts receivable	3,844	1,139
Prepaid expenses and other assets	(3,265)	(2,750)
Trade accounts payable	23,086	3,362
Accrued expenses and other liabilities	7,912	(15,931)
Deferred revenue	(25,845)	(17,562)
Net cash provided by operating activities	64,619	21,806
Cash flows from investing activities
Purchase of property and equipment	(261)	(1,364)
Capitalized software and content development costs	(13,070)	(13,967)
Net cash used in investing activities	(14,510)	(15,331)
Cash flows from financing activities
Proceeds from issuance of debt	339,800	92,600
Payments on debt	(79,343)	(75,403)
Employee taxes paid for withheld shares upon equity award settlement	(52,723)	(31,417)
Change in due to customers	(336,578)	(337,159)
Change in customer funds receivable	(3,197)	(1,859)
Purchase of treasury stock	(262,596)	0
Net cash used in financing activities	(394,637)	(353,238)
Effect of exchange rate on cash, cash equivalents and restricted cash	(860)	986
Net decrease in cash, cash equivalents and restricted cash	(345,388)	(345,777)
Cash, cash equivalents and restricted cash, beginning of period	728,257	733,931
Cash, cash equivalents and restricted cash, end of period	382,869	388,154
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents [Abstract]
Cash and cash equivalents	26,376
Total restricted cash	356,493
Total cash, cash equivalents and restricted cash in the statement of cash flows	382,869
Cash Used in Divestiture of Businesses	$ (1,179)	$ 0

Revenue Recognition (Tables)

3 Months Ended

Mar. 31, 2024

Revenue from Contract with Customer [Abstract]

Contract Balances

Our closing balances of deferred revenue were as follows:


(in thousands)	March 31, 2024		December 31, 2023
Total deferred revenue	$	367,187	$	394,927

Disaggregation of Revenue

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


	Three months ended March 31,
(dollars in thousands)		2024		2023
United States		$	238,109	$	221,669
United Kingdom		26,129		26,048
Other countries		15,012		14,036
Total revenue		$	279,250	$	261,753

The following table presents our revenue by market group:


	Three months ended March 31,
(dollars in thousands)		2024		2023
Social Sector		$	244,444	$	224,897
Corporate Sector		34,806		36,856

Total revenue		$	279,250	$	261,753

Disaggregation Of Revenue, Recurring

The following table presents our recurring revenue by type:


	Three months ended March 31,
(dollars in thousands)		2024		2023
Contractual recurring		$	190,855	$	177,603
Transactional recurring		80,663		75,145
Total recurring revenue		$	271,518	$	252,748

Stockholders' Equity

3 Months Ended

Mar. 31, 2024

Equity [Abstract]

Stockholders' Equity


11. Stockholders' Equity

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 2024 Credit Agreement (as defined below), we have restrictions on our ability to repurchase shares of our common stock, which are summarized on page 40 in this report.

We account for purchases of treasury stock under the cost method. On January 17, 2024, our Board of Directors reauthorized, expanded and replenished our stock repurchase program by expanding the total capacity under the program from $250.0 million to $500.0 million available for repurchases.

In March 2024, we entered into an issuer forward repurchase transaction with a large financial institution to repurchase an aggregate $200 million of shares of our common stock (the "ASR Transaction"). Pursuant to the terms of the ASR Transaction, we provided the financial institution with a prepayment of $200 million and received an initial delivery of 2.1 million shares of our common stock, representing approximately 70% of the total shares then-expected to be repurchased under the ASR

Transaction. The final number of shares of common stock delivered to us under the ASR Transaction will be based on the average of the daily volume-weighted average prices of the common stock during the term of the ASR Transaction, less a discount and subject to customary adjustments upon events affecting the common stock (e.g., dilutive or concentrative events, mergers and acquisitions, and market disruptions). At settlement, the financial institution may be required to deliver additional shares of our common stock to us or, under certain circumstances, we may be required to deliver a cash payment or shares of our common stock to the financial institution, with the method of settlement at our election. The final settlement of the ASR Transaction is scheduled to occur by the fourth quarter of 2024, unless settled earlier at the election of the financial institution.

The difference of $52.2 million between the prepayment of $200 million and the value of the shares repurchased on the ASR Transaction date represents an unsettled prepaid forward contract indexed to our common stock and met all of the applicable criteria for equity classification; therefore, it was not accounted for as a derivative instrument as of March 31, 2024. Because of our ability to settle in shares, the $52.2 million prepaid forward contract was classified as a reduction to additional paid-in capital within our unaudited, condensed consolidated statement of stockholders' equity. We funded the ASR Transaction prepayment with borrowings pursuant to a revolving credit loan under the 2020 Credit Facility.

During the three months ended March 31, 2024, we repurchased an aggregate of 2,954,211 shares for $262.6 million, including the initial delivery of shares repurchased pursuant to the ASR Transaction. The remaining amount available to purchase stock under the approved stock repurchase program was $259.7 million as of March 31, 2024.

Changes in accumulated other comprehensive income (loss) by component

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


	Three months ended March 31,
(in thousands)		2024		2023
Accumulated other comprehensive (loss) income, beginning of period		$	(1,688)	$	8,938
By component:
Gains and losses on cash flow hedges:
Accumulated other comprehensive income balance, beginning of period		$	8,158	$	23,833
Other comprehensive income (loss) before reclassifications, net of tax effects of $(2,966) and $2,566		8,121		(7,289)
Amounts reclassified from accumulated other comprehensive income (loss)		(5,507)		(4,624)
Tax expense included in provision for income taxes		1,481		1,221
Total amounts reclassified from accumulated other comprehensive income (loss)		(4,026)		(3,403)
Net current-period other comprehensive income (loss)		4,095		(10,692)
Accumulated other comprehensive income balance, end of period		$	12,253	$	13,141
Foreign currency translation adjustment:
Accumulated other comprehensive loss balance, beginning of period		$	(9,846)	$	(14,895)
Translation adjustment		(1,185)		2,158
Accumulated other comprehensive loss balance, end of period		(11,031)		(12,737)
Accumulated other comprehensive income, end of period		$	1,222	$	404

- Definition

The entire disclosure for equity.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Derivative Instruments (Details) £ in Millions, $ in Millions, $ in Millions	3 Months Ended
	Mar. 31, 2024 USD ($)	Mar. 31, 2023 USD ($)	Mar. 31, 2024 CAD ($)	Mar. 31, 2024 GBP (£)	Dec. 31, 2023 USD ($)	Dec. 31, 2023 CAD ($)	Dec. 31, 2023 GBP (£)
Derivative [Line Items]
Accumulated other comprehensive loss expected to be reclassified into earnings within next 12 months	$ (14.7)
Ineffective portion of interest rate swap(s)	$ 0.0	$ 0.0
Derivative Liability, Current, Statement of Financial Position [Extensible Enumeration]	Accrued expenses and other current liabilities		Accrued expenses and other current liabilities	Accrued expenses and other current liabilities	Accrued expenses and other current liabilities	Accrued expenses and other current liabilities	Accrued expenses and other current liabilities
Interest rate swap [Member]
Derivative [Line Items]
Derivative, notional amount	$ 935.0				$ 935.0
Foreign currency forward contracts [Member]
Derivative [Line Items]
Derivative, notional amount			$ 30.6	£ 16.6		$ 29.9	£ 13.2

Earnings Per Share

3 Months Ended

Mar. 31, 2024

Earnings Per Share [Abstract]

Earnings Per Share


4. Earnings (Loss) Per Share

We compute basic earnings (loss) per share by dividing net income (loss) available to common stockholders by the weighted average number of common shares outstanding during the period. Diluted earnings (loss) per share is computed by dividing net income (loss) available to common stockholders by the weighted average number of common shares and dilutive potential common shares outstanding during the period. Diluted earnings (loss) per share reflects 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 vesting of restricted stock awards and units. Diluted loss per share for the three months ended March 31, 2023 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.

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


	Three months ended March 31,
(dollars in thousands, except per share amounts)		2024		2023
Numerator:
Net income (loss)		$	5,246	$	(14,701)
Denominator:
Weighted average common shares		52,052,370		52,132,999
Add effect of dilutive securities:
Restricted stock and units		1,362,125		—
Weighted average common shares assuming dilution		53,414,495		52,132,999
Earnings (loss) per share
Basic		$	0.10	$	(0.28)
Diluted		$	0.10	$	(0.28)

Anti-dilutive shares excluded from calculations of diluted earnings (loss) per share		622,902		1,638,453

Consolidated Financial Statement Details (Tables)

3 Months Ended

Mar. 31, 2024

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Components of Restricted Cash

Restricted cash


(dollars in thousands)	March 31, 2024		December 31, 2023
Restricted cash due to customers	$	355,307	$	695,489

Real estate escrow balances and other	1,186		1,517
Total restricted cash	$	356,493	$	697,006

Components of Prepaid Expenses and Other Assets

Prepaid expenses and other assets


(dollars in thousands)	March 31, 2024		December 31, 2023
Costs of obtaining contracts(1)(2)	$	61,313	$	62,377
Prepaid software maintenance and subscriptions(3)	34,668		35,169
Derivative instruments	16,553		16,198
Implementation costs for cloud computing arrangements, net(4)(5)	9,792		9,259
Prepaid insurance	8,617		3,940
Unbilled accounts receivable	6,432		5,615
Taxes, prepaid and receivable	3,407		3,418
Deferred tax assets	617		644
Other assets	13,073		13,702
Total prepaid expenses and other assets	154,472		150,322
Less: Long-term portion	59,883		51,037
Prepaid expenses and other current assets	$	94,589	$	99,285

(1)Amortization expense from costs of obtaining contracts was $4.8 million and $8.3 million for the three months ended March 31, 2024 and 2023, respectively.

(2)The current portion of costs of obtaining contracts as of March 31, 2024 and December 31, 2023 was $18.8 million and $25.3 million, respectively.

(3)The current portion of prepaid software maintenance and subscriptions as of March 31, 2024 and December 31, 2023 was $31.6 million and $32.4 million, respectively.

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

Components of Accrued Expenses and Other Liabilities

Accrued expenses and other liabilities


(dollars in thousands)	March 31, 2024		December 31, 2023
Taxes payable	$	29,753	$	21,282
Accrued legal costs(1)	11,713		3,659
Customer credit balances	9,102		10,238
Operating lease liabilities, current portion	6,714		6,701
Accrued commissions and salaries	2,987		4,413
Accrued health care costs	2,387		3,865
Accrued vacation costs	2,349		2,452
Accrued transaction-based costs related to payments services	1,917		4,323
Contingent consideration liability	1,403		1,403
Derivative instruments	92		5,540


Other liabilities	11,017		10,704
Total accrued expenses and other liabilities	79,434		74,580
Less: Long-term portion	4,163		10,258
Accrued expenses and other current liabilities	$	75,271	$	64,322

Components of Other Income and Expense

Other income, net


	Three months ended March 31,
(dollars in thousands)		2024		2023
Interest income		$	2,048	$	1,236
Currency revaluation gains (losses)		283		(245)
Other income, net		1,016		1,016
Other income, net		$	3,347	$	2,007

Document - shares	3 Months Ended
Document - shares	Mar. 31, 2024	Apr. 29, 2024
Document Information [Line Items]
Document type	10-Q
Document quarterly report	true
Document period end date	Mar. 31, 2024
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	Charleston
Entity address, state	SC
Entity address, postal zip code	29492
City area code	843
Local phone number	216-6200
Title of 12(b) security	Common Stock, $0.001 Par Value
Trading symbol	BLKB
Security exchange name	NASDAQ
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
Entity shell company	false
Entity common stock, shares outstanding		51,626,076
Amendment flag	false
Document fiscal year focus	2024
Document fiscal period focus	Q1
Entity central index key	0001280058
Current fiscal year end date	--12-31

Income Taxes (Schedule of Effective Income Tax Rates) (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Income Tax Disclosure [Abstract]
Income tax benefit	$ (1,456)	$ (3,901)
Effective income tax rate	(38.40%)	21.00%

- Definition

Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.

+ References + Details

Stockholders' Equity (Details) - USD ($) $ in Thousands	1 Months Ended	3 Months Ended
Stockholders' Equity (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Mar. 31, 2024	Jan. 17, 2024
Purchase of treasury shares under stock repurchase program, cost method, value		$ 263,656
Stock repurchase program, remaining authorized repurchase amount	$ 259,700	259,700
Additional paid-in capital [Member]
Purchase of treasury shares under stock repurchase program, cost method, value		$ 52,244
December 2021 Stock Repurchase Program
Stock repurchase program, authorized amount			$ 250,000
Purchase of treasury shares under stock repurchase program (in shares)		2,954,211
Purchase of treasury shares under stock repurchase program, cost method, value		$ 262,600
January 2024 Stock Repurchase Program
Stock repurchase program, authorized amount			$ 500,000
Q12024ASR
Accelerated share repurchases, cash or stock settlement	200 million
Accelerated share repurchases, settlement (payment) or receipt	$ 200,000	$ 200,000
Purchase of treasury shares under stock repurchase program (in shares)	2,100,000
Accelerated share repurchases, initial delivery percentage of shares	70.00%
Accelerated Share Repurchases, Adjustment to Recorded Amount	$ 52,200

Revenue Recognition (Contract Balances) (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Revenue from Contract with Customer [Abstract]
Total deferred revenue	$ 367,187	$ 394,927

Commitments and Contingencies (Schedule of Security Incident Expense and Probable Insurance Recoveries) (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023
Commitments and Contingencies Disclosure [Abstract]
Security Incident, gross expense	$ 10,323	$ 17,783
Security Incident, offsetting probable insurance recoveries	0	0
Security Incident, net expense	10,323	17,783
Security Incident, cumulative gross expense	171,754		$ 161,431
Security Incident, cumulative offsetting probable insurance recoveries	(50,000)		(50,000)
Security Incident, cumulative net expense	121,754		$ 111,431
Security Incident, cumulative offsetting insurance recoveries paid	$ (50,000)	$ (50,000)

Derivative Instruments (Effects of Derivative Instruments in Cash Flow Hedging Relationships) (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
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, Revenue
Interest rate swap [Member] \| Cash flow hedging [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Gain (loss) recognized in accumulated other comprehensive income (loss) as of	$ 16,293	$ 17,594
Gain reclassified from accumulated other comprehensive income (loss) into income (loss)	5,473	4,499
Foreign currency forward contracts [Member] \| Cash flow hedging [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Gain (loss) recognized in accumulated other comprehensive income (loss) as of	260	14
Gain reclassified from accumulated other comprehensive income (loss) into income (loss)	34	125
Foreign currency forward contracts [Member] \| Net investment hedging [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Gain (loss) recognized in accumulated other comprehensive income (loss) as of	(92)	(417)
Gain reclassified from accumulated other comprehensive income (loss) into income (loss)	$ 0	$ 0

Consolidated Financial Statement Details (Components of Restricted Cash) (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Restricted cash due to customers	$ 355,307	$ 695,489
Real estate escrow balances and other	1,186	1,517
Total restricted cash	$ 356,493	$ 697,006

Stockholders' Equity (Changes in Accumulated Other Comprehensive Loss by Component) (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Accumulated Other Comprehensive Income [Roll Forward]
Accumulated other comprehensive (loss) income, beginning of period	$ (1,688)	$ 8,938
Other comprehensive income (loss) before reclassifications, net of tax effects of $(2,966) and $2,566	(2,966)	2,566
Net current-period other comprehensive income (loss)	(2,910)	8,534
Translation adjustment	(1,185)	2,158
Accumulated other comprehensive income (loss), end of period	1,222	404
Gains and losses on cash flow hedges [Member]
Accumulated Other Comprehensive Income [Roll Forward]
Accumulated other comprehensive (loss) income, beginning of period	8,158	23,833
Other comprehensive income (loss) before reclassifications, net of tax effects	(8,121)	7,289
Amounts reclassified from accumulated other comprehensive income (loss)	(5,507)	(4,624)
Tax expense included in provision for income taxes	1,481	1,221
Total amounts reclassified from accumulated other comprehensive income (loss)	(4,026)	(3,403)
Net current-period other comprehensive income (loss)	4,095	(10,692)
Accumulated other comprehensive income (loss), end of period	12,253	13,141
Foreign currency translation adjustment [Member]
Accumulated Other Comprehensive Income [Roll Forward]
Accumulated other comprehensive (loss) income, beginning of period	(9,846)	(14,895)
Translation adjustment	(1,185)	2,158
Accumulated other comprehensive income (loss), end of period	$ (11,031)	$ (12,737)

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Current assets:
Cash and cash equivalents	$ 26,376	$ 31,251
Total restricted cash	356,493	697,006
Accounts receivable, net of allowance of $6,204 and $6,907 at March 31, 2024 and December 31, 2023, respectively	96,097	101,862
Customer funds receivable	3,529	353
Prepaid expenses and other current assets	94,589	99,285
Total current assets	577,084	929,757
Property and equipment, net	96,074	98,689
Operating lease right-of-use assets	35,464	36,927
Software and content development costs, net	162,491	160,194
Goodwill	1,053,130	1,053,738
Intangible assets, net	565,008	581,937
Other assets	59,883	51,037
Total assets	2,549,134	2,912,279
Current liabilities:
Trade accounts payable	48,863	25,184
Accrued expenses and other current liabilities	75,271	64,322
Due to customers	358,836	695,842
Debt, current portion	19,302	19,259
Deferred revenue, current portion	360,355	392,530
Total current liabilities	862,627	1,197,137
Debt, net of current portion	1,020,520	760,405
Deferred tax liability	82,446	93,292
Deferred revenue, net of current portion	6,832	2,397
Operating lease liabilities, net of current portion	38,492	40,085
Other liabilities	4,163	10,258
Total liabilities	2,015,080	2,103,574
Commitments and contingencies (see Note 9)
Stockholders' equity:
Preferred stock, shares authorized	20,000,000	20,000,000
Preferred stock, shares outstanding	0	0
Preferred stock; 20,000,000 shares authorized, none outstanding	$ 0	$ 0
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	180,000,000	180,000,000
Common stock, shares issued	70,861,507	69,188,304
Common stock, $0.001 par value; 180,000,000 shares authorized, 70,861,507 and 69,188,304 shares issued at March 31, 2024 and December 31, 2023, respectively; 51,624,243 and 53,625,440 shares outstanding at March 31, 2024 and December 31, 2023, respectively	$ 71	$ 69
Additional paid-in capital	$ 1,184,338	$ 1,203,012
Treasury stock, shares	19,237,264	15,562,864
Treasury stock, at cost; 19,237,264 and 15,562,864 shares at March 31, 2024 and December 31, 2023, respectively	$ (855,692)	$ (591,557)
Accumulated other comprehensive income (loss)	1,222	(1,688)
Retained earnings	204,115	198,869
Total stockholders' equity	534,054	808,705
Total liabilities and stockholders' equity	$ 2,549,134	$ 2,912,279
Common Stock, Shares, Outstanding	51,624,243	53,625,440