Technology

Blackbaud Announces 2024 Second Quarter Results

Published

5 months ago

July 30, 2024

Revenue Growth More than Doubles Year over Year with Significantly Improved Profitability; Blackbaud Board of Directors Approve Expanded $800 Million Stock Repurchase Authorization

CHARLESTON, S.C., July 30, 2024 /PRNewswire/ — Blackbaud (NASDAQ: BLKB), the leading provider of software for powering social impact, today announced financial results for its second quarter ended June 30, 2024.

“We continue to execute on our strategic initiatives, and I am optimistic about the opportunities ahead in the near, mid and long-term,” said Mike Gianoni, president, CEO and vice chairman of the board of directors, Blackbaud. “Blackbaud is a clear market leader with a path to penetrate even further into a rich market opportunity. The leverage of our financial model allows us to aggressively invest in innovation, which provides great value to our existing customers and increases our ability to attract new prospects. And our strong cash flow enables us to execute on a purposeful and prudent stock repurchase program to improve shareholder value.”

Second Quarter 2024 Results Compared to Second Quarter 2023 Results:

GAAP total revenue was $287.3 million, up 6.0% and non-GAAP organic revenue increased 6.7%.GAAP recurring revenue was $281.4 million, up 7.2% and represented 98% of total revenue. Non-GAAP organic recurring revenue increased 7.2%.GAAP income from operations was $42.1 million, with GAAP operating margin of 14.7%, an increase of 1,460 basis points.Non-GAAP income from operations was $86.1 million, with non-GAAP operating margin of 30.0%, an increase of 260 basis points.GAAP net income was $21.8 million, with GAAP diluted earnings per share of $0.42, up $0.38 per share.Non-GAAP net income was $55.7 million, with non-GAAP diluted earnings per share of $1.08, up $0.10 per share.Non-GAAP adjusted EBITDA was $102.5 million, up $13.7 million, with non-GAAP adjusted EBITDA margin of 35.7%, an increase of 290 basis points.GAAP net cash provided by operating activities was $53.8 million, an increase of $0.6 million, with GAAP operating cash flow margin of 18.7%, a decrease of 90 basis points.Non-GAAP free cash flow was $32.6 million, a decrease of $4.4 million, with non-GAAP free cash flow margin of 11.4%, a decrease of 220 basis points.Non-GAAP adjusted free cash flow was $36.4 million, a decrease of $7.2 million, with non-GAAP adjusted free cash flow margin of 12.7%, a decrease of 340 basis points.

“I’m pleased with our financial performance in the second quarter as our operating plan continues to deliver greatly improved profitable growth,” said Tony Boor, executive vice president and CFO, Blackbaud. “In the second quarter, total revenue grew 6.0%, while non-GAAP organic revenue growth was 6.7%. Our Social Sector, representing 88% of total revenue in the quarter, grew even faster at 8.5%. Non-GAAP adjusted EBITDA performance in the quarter was strong with a margin of 35.7%, a 290 basis points increase year over year. With our new $800 million repurchase authorization and ample debt capacity, we plan to be very purposeful about buying back our stock and believe there is no better use of capital than investing back into our business through product innovation and returning money to shareholders at this valuation.”

An explanation of all non-GAAP financial measures referenced in this press release, including the Rule of 40, is included below under the heading “Non-GAAP Financial Measures.” A reconciliation of the company’s non-GAAP financial measures to their most directly comparable GAAP measures has been provided in the financial statement tables included below in this press release.

Recent Company Highlights

Blackbaud’s board of directors reauthorized, expanded and replenished the company’s existing stock repurchase program, raising the total capacity from $500 million to $800 million available for repurchases of the company’s common stock.Blackbaud recently announced that Dale Strange has taken the reins of the Corporate Impact business and been appointed to the company’s executive leadership team as Tom Davidson, founder of EVERFI, moves to a strategic advisory role. Blackbaud was named one of America’s Best Mid-Size Companies 2024 by TIME, ranking 195 out of 500 companies based on employee satisfaction, revenue growth and sustainability transparency. At its recent spring Product Update Briefings, Blackbaud announced hundreds of product updates and rolled out new roadmaps, sharing how the company is more deeply connecting customers’ business offices, incorporating AI for greater impact, and delivering a unified view for Raiser’s Edge NXT®.Blackbaud made a strategic investment in UBIQ Education, innovators in school websites, to extend Blackbaud’s Total School Solution and offer a native integration with UBIQ’s AMAIS platform, giving customers direct access to a cutting-edge suite of marketing and admissions tools with seamless data integration across the platform.Six companies are participating in the July 2024 cohort of Blackbaud’s Social Good Startup Program, bringing innovative solutions to Blackbaud customers—from AI-powered fundraising and content tools to digital assistant chatbots. Blackbaud announced its bbcon 2024 tech conference, happening Sept. 24-26 in Seattle.

Visit www.blackbaud.com/newsroom for more information about Blackbaud’s recent highlights.

Financial Outlook
Blackbaud today reiterated its 2024 full year financial guidance:

GAAP revenue of $1.164 billion to $1.194 billionNon-GAAP adjusted EBITDA margin of 32.5% to 33.5%Non-GAAP earnings per share of $4.12 to $4.38Non-GAAP adjusted free cash flow of $254 million to $274 million

Included in its 2024 full year financial guidance are the following updated assumptions:

Non-GAAP annualized effective tax rate is expected to be approximately 24.5%Interest expense for the year is expected to be approximately $52 million to $56 millionFully diluted shares for the year are expected to be approximately 51.0 million to 52.0 millionCapital expenditures for the year are expected to be approximately $65 million to $75 million, including approximately $60 million to $70 million of capitalized software and content development costs

Blackbaud has not reconciled forward-looking full-year non-GAAP financial measures contained in this news release to their most directly comparable GAAP measures, as permitted by Item 10(e)(1)(i)(B) of Regulation S-K. Such reconciliations would require unreasonable efforts at this time to estimate and quantify with a reasonable degree of certainty various necessary GAAP components, including for example those related to compensation, acquisition transactions and integration, tax items or others that may arise during the year. These components and other factors could materially impact the amount of the future directly comparable GAAP measures, which may differ significantly from their non-GAAP counterparts.

In order to provide a meaningful basis for comparison, Blackbaud uses non-GAAP adjusted free cash flow in analyzing its operating performance. Non-GAAP adjusted free cash flow is defined as operating cash flow less capital expenditures, including costs required to be capitalized for software and content development, capital expenditures for property and equipment, plus cash outflows related to the previously disclosed Security Incident discovered in May 2020 (the “Security Incident”). Total costs related to the Security Incident exceeded the limit of our insurance coverage during the first quarter of 2022. For full year 2024, Blackbaud currently expects net cash outlays of $8 million to $13 million for ongoing legal fees related to the Security Incident. In line with the company’s policy, all associated costs due to third-party service providers and consultants, including legal fees, are expensed as incurred. Please refer to the section below titled “Non-GAAP Financial Measures” for more information on Blackbaud’s use of non-GAAP financial measures.

Stock Repurchase Program
As of July 16, 2024, Blackbaud had approximately $800.0 million remaining under its common stock repurchase program that was expanded, replenished and reauthorized in July 2024.

Conference Call Details
What:       Blackbaud’s 2024 Second Quarter Conference Call
When:      July 31, 2024
Time:       8:00 a.m. (Eastern Time)
Live Call: 1-877-407-3088 (US/Canada)
Webcast: Blackbaud’s Investor Relations Webpage

About Blackbaud
Blackbaud (NASDAQ: BLKB) is the leading software provider exclusively dedicated to powering social impact. Serving the nonprofit and education sectors, companies committed to social responsibility and individual change makers, Blackbaud’s essential software is built to accelerate impact in fundraising, nonprofit financial management, digital giving, grantmaking, corporate social responsibility and education management. With millions of users and over $100 billion raised, granted or managed through Blackbaud platforms every year, Blackbaud’s solutions are unleashing the potential of the people and organizations who change the world. Blackbaud has been named to Newsweek’s list of America’s Most Responsible Companies, Quartz’s list of Best Companies for Remote Workers and Forbes’ list of America’s Best Employers. A remote-first company, Blackbaud has operations in the United States, Australia, Canada, Costa Rica and the United Kingdom, supporting users in 100+ countries. Learn more at www.blackbaud.com, or follow us on X/Twitter, LinkedIn, Instagram, and Facebook.

Investor Contact
IR@blackbaud.com

Media Contact
media@blackbaud.com

Forward-Looking Statements
Except for historical information, all of the statements, expectations, and assumptions contained in this news release are forward-looking statements which are subject to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, including, but not limited to, statements regarding the predictability of our financial condition and results of operations. These statements involve a number of risks and uncertainties. Although Blackbaud attempts to be accurate in making these forward-looking statements, it is possible that future circumstances might differ from the assumptions on which such statements are based. In addition, other important factors that could cause results to differ materially include the following: management of integration of acquired companies; uncertainty regarding increased business and renewals from existing customers; a shifting revenue mix that may impact gross margin; continued success in sales growth; cybersecurity and data protection risks and related liabilities; potential litigation involving us; and the other risk factors set forth from time to time in the SEC filings for Blackbaud, copies of which are available free of charge at the SEC’s website at www.sec.gov or upon request from Blackbaud’s investor relations department. Blackbaud assumes no obligation and does not intend to update these forward-looking statements, except as required by law.

Trademarks
All Blackbaud product names appearing herein are trademarks or registered trademarks of Blackbaud, Inc.

Non-GAAP Financial Measures
Blackbaud has provided in this release financial information that has not been prepared in accordance with GAAP. Blackbaud uses non-GAAP financial measures internally in analyzing its operational performance. Accordingly, Blackbaud believes these non-GAAP measures are useful to investors, as a supplement to GAAP measures, in evaluating its ongoing operational performance and trends and in comparing its financial results from period-to-period with other companies in Blackbaud’s industry, many of which present similar non-GAAP financial measures to investors. However, these non-GAAP financial measures may not be completely comparable to similarly titled measures of other companies due to potential differences in the exact method of calculation between companies.

The non-GAAP financial measures discussed above exclude the impact of certain transactions that Blackbaud believes are not directly related to its operating performance in any particular period, but are for its long-term benefit over multiple periods. Blackbaud believes these non-GAAP financial measures reflect its ongoing business in a manner that allows for meaningful period-to-period comparisons and analysis of trends in its business.

While Blackbaud believes these non-GAAP measures provide useful supplemental information, non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information prepared in accordance with GAAP. Investors are encouraged to review the reconciliations of these non-GAAP measures to their most directly comparable GAAP financial measures.

As previously disclosed, beginning in 2024, we apply a non-GAAP effective tax rate of 24.5% when calculating non-GAAP net income and non-GAAP diluted earnings per share. The non-GAAP tax rate utilized in future periods will be reviewed annually to determine whether it remains appropriate in consideration of our financial results including our periodic effective tax rate calculated in accordance with GAAP, our operating environment and related tax legislation in effect and other factors deemed necessary. All 2023 measures of non-GAAP net income and non-GAAP diluted earnings per share included in this news release are calculated under Blackbaud’s historical non-GAAP effective tax rate of 20.0%.

Non-GAAP free cash flow is defined as operating cash flow less capital expenditures, including costs required to be capitalized for software and content development, and capital expenditures for property and equipment. In addition, and in order to provide a meaningful basis for comparison, Blackbaud also uses non-GAAP adjusted free cash flow in analyzing its operating performance. Non-GAAP adjusted free cash flow is defined as operating cash flow less capital expenditures, including costs required to be capitalized for software and content development, and capital expenditures for property and equipment, plus cash outflows related to the Security Incident. Blackbaud believes non-GAAP free cash flow and non-GAAP adjusted free cash flow provide useful measures of the company’s operating performance. Non-GAAP free cash flow and Non-GAAP adjusted free cash flow are not intended to represent and should not be viewed as the amount of residual cash flow available for discretionary expenditures.

In addition, Blackbaud uses non-GAAP organic revenue growth, non-GAAP organic revenue growth on a constant currency basis, non-GAAP organic recurring revenue growth and non-GAAP organic recurring revenue growth on a constant currency basis, in analyzing its operating performance. Blackbaud believes that these non-GAAP measures are useful to investors, as a supplement to GAAP measures, for evaluating the periodic growth of its business on a consistent basis. Each of these measures excludes incremental acquisition-related revenue attributable to companies acquired in the current fiscal year. For companies acquired in the immediately preceding fiscal year, each of these measures reflects presentation of full-year incremental non-GAAP revenue derived from such companies as if they were combined throughout the prior period. In addition, each of these measures excludes prior period revenue associated with divested businesses. The exclusion of the prior period revenue is to present the results of the divested businesses within the results of the combined company for the same period of time in both the prior and current periods. Blackbaud believes this presentation provides a more comparable representation of its current business’ organic revenue growth and revenue run-rate.

Rule of 40 is defined as non-GAAP organic revenue growth plus non-GAAP adjusted EBITDA margin. Non-GAAP adjusted EBITDA is defined as GAAP net income plus interest, net; income tax provision (benefit); depreciation; amortization of intangible assets from business combinations; amortization of software and content development costs; stock-based compensation; employee severance; acquisition and disposition-related costs; restructuring and other real estate activities; Security Incident-related costs; and impairment of capitalized software development costs.

Blackbaud, Inc.

Consolidated Balance Sheets

(Unaudited)

(dollars in thousands, except per share amounts)

June 30,
2024

December 31,
2023

Assets

Current assets:

Cash and cash equivalents

$ 30,438

$ 31,251

Restricted cash

800,670

697,006

Accounts receivable, net of allowance of $6,006 and $6,907 at June 30, 2024 and
December 31, 2023, respectively

152,832

101,862

Customer funds receivable

2,943

353

Prepaid expenses and other current assets

92,290

99,285

Total current assets

1,079,173

929,757

Property and equipment, net

98,066

98,689

Operating lease right-of-use assets

28,489

36,927

Software and content development costs, net

165,465

160,194

Goodwill

1,053,249

1,053,738

Intangible assets, net

549,521

581,937

Other assets

68,785

51,037

Total assets

$ 3,042,748

$ 2,912,279

Liabilities and stockholders’ equity

Current liabilities:

Trade accounts payable

$ 44,038

$ 25,184

Accrued expenses and other current liabilities

51,682

64,322

Due to customers

802,372

695,842

Debt, current portion

23,786

19,259

Deferred revenue, current portion

427,098

392,530

Total current liabilities

1,348,976

1,197,137

Debt, net of current portion

998,071

760,405

Deferred tax liability

75,397

93,292

Deferred revenue, net of current portion

2,315

2,397

Operating lease liabilities, net of current portion

36,290

40,085

Other liabilities

4,362

10,258

Total liabilities

2,465,411

2,103,574

Commitments and contingencies

Stockholders’ equity:

Preferred stock; 20,000,000 shares authorized, none outstanding

—

Common stock, $0.001 par value; 180,000,000 shares authorized, 70,883,488 and
69,188,304 shares issued at June 30, 2024 and December 31, 2023, respectively;
51,623,951 and 53,625,440 shares outstanding at June 30, 2024 and December 31, 2023,
respectively

Additional paid-in capital

1,208,624

1,203,012

Treasury stock, at cost; 19,259,537 and 15,562,864 shares at June 30, 2024 and
December 31, 2023, respectively

(857,452)

(591,557)

Accumulated other comprehensive income (loss)

175

(1,688)

Retained earnings

225,919

198,869

Total stockholders’ equity

577,337

808,705

Total liabilities and stockholders’ equity

$ 3,042,748

$ 2,912,279

Blackbaud, Inc.

Consolidated Statements of Comprehensive Income (Loss)

(Unaudited)

(dollars in thousands, except per share amounts)

Three months ended
June 30,

Six months ended
June 30,

2024

2023

2024

2023

Revenue

Recurring

$ 281,376

$ 262,390

$ 552,894

$ 515,138

One-time services and other

5,910

8,652

13,642

17,657

Total revenue

287,286

271,042

566,536

532,795

Cost of revenue

Cost of recurring

119,810

113,926

238,998

228,426

Cost of one-time services and other

4,890

7,549

11,908

16,161

Total cost of revenue

124,700

121,475

250,906

244,587

Gross profit

162,586

149,567

315,630

288,208

Operating expenses

Sales, marketing and customer success

47,081

53,191

97,946

107,576

Research and development

39,068

36,146

81,870

76,737

General and administrative

33,443

59,148

81,197

111,986

Amortization

902

788

1,806

1,562

Total operating expenses

120,494

149,273

262,819

297,861

Income (loss) from operations

42,092

294

52,811

(9,653)

Interest expense

(15,715)

(11,167)

(25,991)

(21,829)

Other income, net

3,310

2,778

6,657

4,785

Income (loss) before provision (benefit) for income taxes

29,687

(8,095)

33,477

(26,697)

Income tax provision (benefit)

7,883

(10,200)

6,427

(14,101)

Net income (loss)

$ 21,804

$ 2,105

$ 27,050

$ (12,596)

Earnings (loss) per share

Basic

$ 0.43

$ 0.04

$ 0.53

$ (0.24)

Diluted

$ 0.42

$ 0.04

$ 0.52

$ (0.24)

Common shares and equivalents outstanding

Basic weighted average shares

50,747,337

52,642,411

51,399,853

52,389,112

Diluted weighted average shares

51,677,418

53,643,124

52,371,927

52,389,112

Other comprehensive (loss) income

Foreign currency translation adjustment

$ 339

$ 3,055

$ (846)

$ 5,213

Unrealized (loss) gain on derivative instruments, net of tax

(1,386)

5,383

2,709

(5,309)

Total other comprehensive (loss) income

(1,047)

8,438

1,863

(96)

Comprehensive income (loss)

$ 20,757

$ 10,543

$ 28,913

$ (12,692)

Blackbaud, Inc.

Consolidated Statements of Cash Flows

(Unaudited)

Six months ended
June 30,

(dollars in thousands)

2024

2023

Cash flows from operating activities

Net income (loss)

$ 27,050

$ (12,596)

Adjustments to reconcile net income (loss) to net cash provided by operating activities:

Depreciation and amortization

60,553

53,622

Provision for credit losses and sales returns

519

3,798

Stock-based compensation expense

57,856

63,289

Deferred taxes

(18,810)

(33,101)

Amortization of deferred financing costs and discount

984

963

Loss on disposition of business

1,561

—

Other non-cash adjustments

2,462

(1,569)

Changes in operating assets and liabilities, net of acquisition and disposal of businesses:

Accounts receivable

(53,062)

(69,624)

Prepaid expenses and other assets

(2,473)

9,470

Trade accounts payable

19,146

(3,431)

Accrued expenses and other liabilities

(13,579)

11,948

Deferred revenue

36,228

52,233

Net cash provided by operating activities

118,435

75,002

Cash flows from investing activities

Purchase of property and equipment

(6,118)

(2,779)

Capitalized software and content development costs

(28,392)

(28,756)

Net cash used in disposition of business

(1,179)

—

Other investing activities

(5,029)

—

Net cash used in investing activities

(40,718)

(31,535)

Cash flows from financing activities

Proceeds from issuance of debt

1,211,600

158,000

Payments on debt

(966,680)

(171,824)

Debt issuance costs

(6,458)

—

Employee taxes paid for withheld shares upon equity award settlement

(54,483)

(33,687)

Change in due to customers

106,851

61,313

Change in customer funds receivable

(2,577)

(3,359)

Purchase of treasury stock

(262,596)

—

Net cash provided by financing activities

25,657

10,443

Effect of exchange rate on cash, cash equivalents and restricted cash

(523)

2,489

Net increase in cash, cash equivalents and restricted cash

102,851

56,399

Cash, cash equivalents and restricted cash, beginning of period

728,257

733,931

Cash, cash equivalents and restricted cash, end of period

$ 831,108

$ 790,330

The following table provides a reconciliation of cash and cash equivalents and restricted cash reported within the consolidated balance sheets that sum to the total of the same such amounts shown above in the consolidated statements of cash flows:

(dollars in thousands)

June 30,
2024

December 31,
2023

Cash and cash equivalents

$ 30,438

$ 31,251

Restricted cash

800,670

697,006

Total cash, cash equivalents and restricted cash in the statement of cash flows

$ 831,108

$ 728,257

Blackbaud, Inc.

Reconciliation of GAAP to Non-GAAP Financial Measures

(Unaudited)

(dollars in thousands, except per share amounts)

Three months ended
June 30,

Six months ended
June 30,

2024

2023

2024

2023

GAAP Revenue

$ 287,286

$ 271,042

$ 566,536

$ 532,795

GAAP gross profit

$ 162,586

$ 149,567

$ 315,630

$ 288,208

GAAP gross margin

56.6 %

55.2 %

55.7 %

54.1 %

Non-GAAP adjustments:

Add: Stock-based compensation expense

3,377

4,143

7,151

8,097

Add: Amortization of intangibles from business combinations

14,639

13,136

29,302

26,247

Add: Employee severance

—

797

Subtotal

18,016

17,333

36,453

35,141

Non-GAAP gross profit

$ 180,602

$ 166,900

$ 352,083

$ 323,349

Non-GAAP gross margin

62.9 %

61.6 %

62.1 %

60.7 %

GAAP income (loss) from operations

$ 42,092

$ 294

$ 52,811

$ (9,653)

GAAP operating margin

14.7 %

0.1 %

9.3 %

(1.8) %

Non-GAAP adjustments:

Add: Stock-based compensation expense

24,286

33,364

57,856

63,289

Add: Amortization of intangibles from business combinations

15,541

13,924

31,108

27,809

Add: Employee severance

—

632

—

4,954

Add: Acquisition and disposition-related costs

2,398

(849)

4,653

(230)

Add: Security Incident-related costs(1)

1,822

26,777

12,145

44,560

Subtotal

44,047

73,848

105,762

140,382

Non-GAAP income from operations

$ 86,139

$ 74,142

$ 158,573

$ 130,729

Non-GAAP operating margin

30.0 %

27.4 %

28.0 %

24.5 %

GAAP income (loss) before provision (benefit) for income taxes

$ 29,687

$ (8,095)

$ 33,477

$ (26,697)

GAAP net income (loss)

$ 21,804

$ 2,105

$ 27,050

$ (12,596)

Shares used in computing GAAP diluted earnings (loss) per share

51,677,418

53,643,124

52,371,927

52,389,112

GAAP diluted earnings (loss) per share

$ 0.42

$ 0.04

$ 0.52

$ (0.24)

Non-GAAP adjustments:

Add: GAAP income tax provision (benefit)

7,883

(10,200)

6,427

(14,101)

Add: Total non-GAAP adjustments affecting income from operations

44,047

73,848

105,762

140,382

Non-GAAP income before provision for income taxes

73,734

65,753

139,239

113,685

Assumed non-GAAP income tax provision(2)

18,065

13,151

34,114

22,737

Non-GAAP net income

$ 55,669

$ 52,602

$ 105,125

$ 90,948

Shares used in computing non-GAAP diluted earnings per share

51,677,418

53,643,124

52,371,927

53,168,985

Non-GAAP diluted earnings per share

$ 1.08

$ 0.98

$ 2.01

$ 1.71

(1)

Includes Security Incident-related costs incurred during the three and six months ended June 30, 2024 of $1.8 million and $12.1 million, respectively, which includes approximately $0.0 million and $7.0 million, respectively, in recorded liabilities for loss contingencies, and during the three and six months ended June 30, 2023 of $26.8 million and $44.6 million, respectively, which included approximately $19.8 million and $30.0 million, respectively, in recorded aggregate liabilities for loss contingencies. Recorded expenses consisted primarily of payments to third-party service providers and consultants, including legal fees, as well as settlements of customer claims, negotiated settlements and accruals for certain loss contingencies. Not included in this adjustment were costs associated with enhancements to our cybersecurity program. For full year 2024, we currently expect pre-tax expenses of approximately $5 million to $10 million and cash outlays of approximately $8 million to $13 million for ongoing legal fees related to the Security Incident. Not included in these ranges are our previous settlements or current accruals for loss contingencies related to the matters discussed below. In line with our policy, legal fees are expensed as incurred. As of June 30, 2024, we have recorded approximately $8.5 million in aggregate liabilities for loss contingencies, which included $6.8 million for our settlement with the Attorney General of the State of California on June 13, 2024, and other accruals based primarily on recent negotiations with certain customers related to the Security Incident that we believe we can reasonably estimate. It is reasonably possible that our estimated or actual losses may change in the near term for those matters and be materially in excess of the amounts accrued, but we are unable at this time to reasonably estimate the possible additional loss. There are other Security Incident-related matters, including customer claims, customer constituent class actions and governmental investigations, for which we have not recorded a liability for a loss contingency as of June 30, 2024 because we are unable at this time to reasonably estimate the possible loss or range of loss. Each of these matters could, separately or in the aggregate, result in an adverse judgment, settlement, fine, penalty or other resolution, the amount, scope and timing of which we are currently unable to predict, but could have a material adverse impact on our results of operations, cash flows or financial condition.

(2)

Beginning in 2024, we now apply a non-GAAP effective tax rate of 24.5% when calculating non-GAAP net income and non-GAAP diluted earnings per share. For the three and six months ended June 30, 2023, the tax impact related to non-GAAP adjustments is calculated under our historical non-GAAP effective tax rate of 20.0%.

Blackbaud, Inc.

Reconciliation of GAAP to Non-GAAP Financial Measures (continued)

(Unaudited)

(dollars in thousands)

Three months ended
June 30,

Six months ended
June 30,

2024

2023

2024

2023

GAAP revenue(1)

$ 287,286

$ 271,042

$ 566,536

$ 532,795

GAAP revenue growth

6.0 %

6.3 %

Less: Non-GAAP revenue from divested businesses(2)

—

(1,851)

—

(2,497)

Non-GAAP organic revenue(2)

$ 287,286

$ 269,191

$ 566,536

$ 530,298

Non-GAAP organic revenue growth

6.7 %

6.8 %

Non-GAAP organic revenue(3)

$ 287,286

$ 269,191

$ 566,536

$ 530,298

Foreign currency impact on non-GAAP organic revenue(4)

(195)

—

(1,106)

—

Non-GAAP organic revenue on constant currency basis(4)

$ 287,091

$ 269,191

$ 565,430

$ 530,298

Non-GAAP organic revenue growth on constant currency basis

6.6 %

GAAP recurring revenue

$ 281,376

$ 262,390

$ 552,894

$ 515,138

GAAP recurring revenue growth

7.2 %

7.3 %

Less: Non-GAAP recurring revenue from divested businesses(2)

—

Non-GAAP organic recurring revenue(3)

$ 281,376

$ 262,390

$ 552,894

$ 515,138

Non-GAAP organic recurring revenue growth

7.2 %

7.3 %

Non-GAAP organic recurring revenue(2)

$ 281,376

$ 262,390

$ 552,894

$ 515,138

Foreign currency impact on non-GAAP organic recurring revenue(4)

(197)

—

(1,065)

—

Non-GAAP organic recurring revenue on constant currency basis(4)

$ 281,179

$ 262,390

$ 551,829

$ 515,138

Non-GAAP organic recurring revenue growth on constant
currency basis

7.2 %

7.1 %

(1)

Includes EVERFI revenue of $23.8 million and $27.3 million for the three months ended June 30, 2024 and 2023, respectively, and $47.3 million and $54.2 million for the six months ended June 30, 2024 and 2023, respectively.

(2)

Non-GAAP revenue from divested businesses excludes revenue associated with divested businesses. The exclusion of the prior period revenue is to present the results of the divested business with the results of the combined company for the same period of time in both the prior and current periods.

(3)

Non-GAAP organic revenue and non-GAAP organic recurring revenue for the prior year periods presented herein may not agree to non-GAAP organic revenue and non-GAAP organic recurring revenue presented in the respective prior period quarterly financial information solely due to the manner in which non-GAAP organic revenue growth and non-GAAP organic recurring revenue growth are calculated.

(4)

To determine non-GAAP organic revenue growth and non-GAAP organic recurring revenue growth on a constant currency basis, revenues from entities reporting in foreign currencies were translated to U.S. Dollars using the comparable prior period’s quarterly weighted average foreign currency exchange rates. The primary foreign currencies creating the impact are the Australian Dollar, British Pound, Canadian Dollar and Euro.

Blackbaud, Inc.

Reconciliation of GAAP to Non-GAAP Financial Measures (continued)

(Unaudited)

(dollars in thousands)

Three months ended
June 30,

Six months ended
June 30,

2024

2023

2024

2023

GAAP net income (loss)

$ 21,804

$ 2,105

$ 27,050

$ (12,596)

Non-GAAP adjustments:

Add: Interest, net

12,900

8,859

21,128

18,285

Add: GAAP income tax provision (benefit)

7,883

(10,200)

6,427

(14,101)

Add: Depreciation

3,253

3,272

6,328

6,608

Add: Amortization of intangibles from business combinations

15,541

13,924

31,108

27,809

Add: Amortization of software and content development costs(1)

12,639

10,934

24,729

21,540

Subtotal

52,216

26,789

89,720

60,141

Non-GAAP EBITDA

$ 74,020

$ 28,894

$ 116,770

$ 47,545

Non-GAAP EBITDA margin(2)

25.8 %

20.6 %

Non-GAAP adjustments:

Add: Stock-based compensation expense

24,286

33,364

57,856

63,289

Add: Employee severance

—

632

—

4,954

Add: Acquisition and disposition-related costs(3)

2,398

(849)

4,653

(230)

Add: Security Incident-related costs(3)

1,822

26,777

12,145

44,560

Subtotal

28,506

59,924

74,654

112,573

Non-GAAP adjusted EBITDA

$ 102,526

$ 88,818

$ 191,424

$ 160,118

Non-GAAP adjusted EBITDA margin(4)

35.7 %

33.8 %

Rule of 40(5)

42.4 %

40.6 %

Non-GAAP adjusted EBITDA

102,526

88,818

191,424

160,118

Foreign currency impact on Non-GAAP adjusted EBITDA(6)

(88)

574

(503)

1,871

Non-GAAP adjusted EBITDA on constant currency basis(6)

$ 102,438

$ 89,392

$ 190,921

$ 161,989

Non-GAAP adjusted EBITDA margin on constant currency basis

35.7 %

33.8 %

Rule of 40 on constant currency basis(7)

42.3 %

40.4 %

(1)

Includes amortization expense related to software and content development costs, and amortization expense from capitalized cloud computing implementation costs.

(2)

Measured by GAAP revenue divided by non-GAAP EBITDA.

(3)

See additional details in the reconciliation of GAAP to Non-GAAP operating income above.

(4)

Measured by non-GAAP organic revenue divided by non-GAAP adjusted EBITDA.

(5)

Measured by non-GAAP organic revenue growth plus non-GAAP adjusted EBITDA margin. See Non-GAAP organic revenue growth table above.

(6)

To determine non-GAAP adjusted EBITDA on a constant currency basis, non-GAAP adjusted EBITDA from entities reporting in foreign currencies were translated to U.S. Dollars using the comparable prior period’s quarterly weighted average foreign currency exchange rates. The primary foreign currencies creating the impact are the Australian Dollar, British Pound, Canadian Dollar and Euro.

(7)

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

(dollars in thousands)

Six months ended
June 30,

2024

2023

GAAP net cash provided by operating activities

$ 118,435

$ 75,002

GAAP operating cash flow margin

20.9 %

14.1 %

Non-GAAP adjustments:

Less: purchase of property and equipment

(6,118)

(2,779)

Less: capitalized software and content development costs

(28,392)

(28,756)

Non-GAAP free cash flow

$ 83,925

$ 43,467

Non-GAAP free cash flow margin

14.8 %

8.2 %

Non-GAAP adjustments:

Add: Security Incident-related cash flows

5,822

15,822

Non-GAAP adjusted free cash flow

$ 89,747

$ 59,289

Non-GAAP adjusted free cash flow margin

15.8 %

11.1 %

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SOURCE Blackbaud

Technology

W. Edmund Clark, C.M. to Complete Service on Thomson Reuters’ Board of Directors at AGM

Published

54 minutes ago

December 23, 2024

TORONTO, Dec. 23, 2024 /PRNewswire/ — Thomson Reuters (TSX/NYSE: TRI), a global content and technology company, and The Woodbridge Company Limited (“Woodbridge“), Thomson Reuters’ principal shareholder, today announced that after 10 years as a director, W. Edmund Clark, C.M. would complete his service on the Thomson Reuters board (the “Board”) at Thomson Reuters’ upcoming annual meeting of shareholders to be held in 2025 (the “AGM”). Mr. Clark has served on the Board as a representative of Woodbridge since 2015 and has actively contributed to the Board and the organization including through chairing the Human Resources Committee and serving on the Corporate Governance Committee.

Woodbridge and Thomson Reuters are currently working to identify two suitable director candidates to serve as representatives of Woodbridge who are intended to be nominated for election to the Board at the AGM.

“Ed is a phenomenal director and individual who has made his mark on Thomson Reuters”, said Steve Hasker, President and CEO, Thomson Reuters. “With his passion for AI, talent and customer centricity, he has been instrumental to our growth and success and, on a personal note, he has been a trusted advisor and friend to me.”

Early Warning Disclosure

This press release is being issued by Woodbridge pursuant to National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues (“NI 62-103”), which requires a report to be filed under Thomson Reuters’ profile on SEDAR+ (www.sedarplus.com) containing additional information respecting the foregoing matters. Thomson Reuters’ head office address is 19 Duncan St., Toronto, Ontario, M5H 3H1, Canada.

Woodbridge and Thomson Investments Limited (“TIL”), a holding company of Woodbridge, have filed on SEDAR+ an amended early warning report in compliance with NI 62-103 to disclose changes in certain material facts relating to their ownership of common shares of Thomson Reuters (“Common Shares”) as a result of Mr. Clark’s pending retirement.

TIL is the beneficial owner of 313,465,179 Common Shares, representing approximately 69.7% of the outstanding Common Shares. Of those Common Shares, Woodbridge is the beneficial owner of 300,508,139 Common Shares, representing approximately 66.8% of the outstanding Common Shares.

For further information, including a copy of the corresponding report filed with Canadian securities regulators, please visit www.sedarplus.com or contact The Woodbridge Company Limited, 65 Queen Street West, Suite 2400, Toronto, Ontario, M5H 2M8, Canada, Attention: Stephanie Rogoza (srogoza@woodbridge.com), 416.364.8700.

Thomson Reuters

Thomson Reuters (TSX/NYSE: TRI) (“TR”) informs the way forward by bringing together the trusted content and technology that people and organizations need to make the right decisions. The company serves professionals across legal, tax, accounting, compliance, government, and media. Its products combine highly specialized software and insights to empower professionals with the data, intelligence, and solutions needed to make informed decisions, and to help institutions in their pursuit of justice, truth, and transparency. Reuters, part of Thomson Reuters, is a world leading provider of trusted journalism and news. For more information, visit tr.com.

About Woodbridge

The Woodbridge Company Limited is the primary investment vehicle for the Thomson family of Canada. It has a number of investments, including a majority stake in Thomson Reuters, listed on the Toronto and New York stock exchanges.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS, MATERIAL RISKS AND MATERIAL ASSUMPTIONS

Certain statements in this news release, including, but not limited to, statements relating to Mr. Clark’s pending completion of service on the Board and Woodbridge’s and Thomson Reuters’ expectations regarding the identification of replacement director candidates, are forward-looking. The words “will”, “expect”, “believe”, “target”, “estimate”, “could”, “should”, “intend”, “predict”, “project” and similar expressions identify forward-looking statements. While Woodbridge and Thomson Reuters believe that they have a reasonable basis for making the forward-looking statements in this news release, they are not a guarantee of future outcomes and there is no assurance that any of the other events described in any forward-looking statement will materialize. Forward-looking statements are subject to a number of risks, uncertainties and assumptions that could cause actual results or events to differ materially from current expectations. Many of these risks, uncertainties and assumptions are beyond the company’s control and the effects of them can be difficult to predict.

Some of the material risk factors that could cause actual results or events to differ materially from those expressed in or implied by forward-looking statements in this news release include, but are not limited to, those discussed on pages 19-35 in the “Risk Factors” section of the company’s 2023 annual report. These and other risk factors are discussed in materials that Thomson Reuters from time-to-time files with, or furnishes to, the Canadian securities regulatory authorities and the U.S. Securities and Exchange Commission (SEC). Thomson Reuters annual and quarterly reports are also available in the “Investor Relations” section of tr.com.

Except as may be required by applicable law, Woodbridge and Thomson Reuters disclaim any obligation to update or revise any forward-looking statements.

CONTACTS

MEDIA
Gehna Singh Kareckas
Senior Director, Corporate Affairs
+1 613 979 4272
gehna.singhkareckas@tr.com

INVESTORS
Gary Bisbee, CFA
Head of Investor Relations
+1 646 540 3249
gary.bisbee@tr.com

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SOURCE Thomson Reuters

Technology

Advancements to Educate About Innovations in Optimized Shipping Software

Published

54 minutes ago

December 23, 2024

Discover how developments in digital shipping software technologies are providing businesses with freedom, flexibility, visibility, and control.

JUPITER, Fla., Dec. 23, 2024 /PRNewswire/ — Advancements with Ted Danson will focus on how recent breakthroughs in software are helping to optimize efficiency and get packages out the door faster and easier.

This segment will educate about the imperative role that shipping plays in business today. Audiences will learn how companies of all sizes often face unprecedented challenges and opportunities in today’s fast-paced and ever-evolving shipping landscape. Discover how factors like fluctuating shipping rates, seasonal fees, and delivery service changes, along with a business’s carrier mix, calls for more agile, adaptable, and forward-thinking strategies to help companies thrive in these shifting conditions.

Hear how shipping software is helping to reduce the complexity of shipping and mailing as Advancements educates about the secure SaaS Shipping 360 platform from Pitney Bowes. The show will share how its suite of applications works seamlessly together to provide complete visibility and control of shipping, mailing, and receiving operations, enabling enterprises to make the right decisions to reduce expenses and streamline operations.

“The priorities in shipping have shifted—predictability, visibility, and reliability are now as critical as speed. Businesses and consumers need to know that a package will get from point A to point B with clear oversight and control,” said Shemin Nurmohamed, President of Sending Technology Solutions at Pitney Bowes. “With our multi-carrier shipping technology, we provide the tools to eliminate disruptions, access multiple carriers seamlessly, and use data-driven insights to automate smarter shipping decisions, delivering peace of mind for senders and recipients alike.”

Viewers will see how from outbound and inbound shipping and mailing to receiving and distribution, the platform provides full control across the entire enterprise. With advanced analytics to make operations smarter than ever, discover how the intuitive dashboard provides a full view of shipping, mailing, tracking, and receiving, while the integrated platform offers improved security to provide businesses with confidence that they’re protecting information against cyberthreats.

“We look forward to sharing how the secure digital platform helps organizations take command of shipping and mailing ecosystems, providing top-down control, improving processes, and reducing costs across users and working locations,” said Richard Lubin, senior producer for the Advancements series.”

About Pitney Bowes:
Pitney Bowes (NYSE: PBI) is a technology-driven company that provides SaaS shipping solutions, mailing innovation, and financial services to clients around the world – including more than 90 percent of the Fortune 500. Small businesses to large enterprises, and government entities rely on Pitney Bowes to reduce the complexity of sending mail and parcels. For the latest news, corporate announcements, and financial results, visit www.pitneybowes.com/us/newsroom. For more information, visit Pitney Bowes at www.pitneybowes.com.

About Advancements:
Advancements is an information-based educational television series that explores recent developments taking place across several industries and economies. With a focus on some of the major innovations responsible for global progress today, the award-winning series goes behind-the-scenes to discover and share how technology and innovation continue to drive the world forward.

Advancements shines a light on several important issues and topics, while featuring an array of cutting-edge improvements, state-of-the-art technologies, and groundbreaking environmental and sustainable solutions. Its team of writers, directors, and producers remain dedicated to consistently producing commercial-free, educational programming for viewers and networks.

For more information, please visit www.AdvancementsTV.com or call 866-496-4065.

Media Contact:
Advancements
Sarah McBrayer,
Creative Director
866-496-4065 x802
sarah@dmgproductions.com

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SOURCE Advancements

Technology

Payfare Enters into Definitive Agreement to be Acquired by Fiserv

Published

54 minutes ago

December 23, 2024

TORONTO, Dec. 23, 2024 /PRNewswire/ – Payfare Inc. (“Payfare” or the “Company”) (TSX: PAY) (OTCQX: PYFRF), a leading international Earned Wage Access (“EWA”) company powering instant access to earnings and digital banking solutions for workforces, is pleased to announce that it has entered into a definitive arrangement agreement (the “Arrangement Agreement”) with 1517452 B.C. Ltd. the “Purchaser”), an affiliate of Fiserv, Inc. (NYSE: FI) “Fiserv”) a leading global provider of payments and financial services technology, whereby the Purchaser will acquire the Company, subject to obtaining shareholder and other customary approvals (the “Transaction”). Under the terms of the Arrangement Agreement, the Purchaser will acquire all of the issued and outstanding common shares of the Company for CA$4.00 in cash per share (the “Purchase Price”), for total consideration of approximately CA$201.5 million.

The Purchase Price represents a premium of approximately 90% to the closing price on the Toronto Stock Exchange (the “TSX”) of the common shares on December 20, 2024, the last trading day prior to the announcement of the Transaction, and a premium of approximately 92% to the 60-day volume weighted average trading price of common shares as at that date.

“Our Board conducted a thorough strategic review process together with our financial advisors, having evaluated numerous acquisition, commercial partnership, and other opportunities, and concluded that the Transaction is in the best interests of the Company, its various stakeholders and its shareholders with certainty of value with an all-cash offer,” said Marco Margiotta, Payfare CEO, and Founding Partner. “This Transaction represents tangible recognition of the value and strength of what Payfare has built as we embark on this exciting new chapter.”

“Payfare has built a reputation as an innovator in workforce payments for gig-economy companies,” said Frank Bisignano, Chairman, President and Chief Executive Officer of Fiserv. “Together, we can accelerate the delivery of embedded finance solutions for all of our clients, empowering their next chapter of success. We look forward to welcoming the talented Payfare team to Fiserv.”

Transaction Details

The Company’s board of directors (with conflicted directors abstaining) (the “Board”), after receiving the unanimous recommendation of a committee of independent directors (the “Special Committee”), has unanimously determined that the Transaction is in the best interests of the Company. The Arrangement Agreement was the result of a comprehensive negotiation process that was undertaken with the oversight and participation of the Special Committee advised by legal and independent financial advisors.

The Transaction will be implemented by way of a court-approved plan of arrangement under the Business Corporations Act (British Columbia) and will require the approval of 66 2/3% of the votes cast by shareholders, and, in accordance with Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”), the approval of a majority of votes cast by shareholders, excluding certain directors and officers, at a special meeting of shareholders of the Company. In addition, the Transaction is subject to the receipt of court approval, certain third-party approvals, and other customary closing conditions for transactions of this nature.

The Arrangement Agreement includes customary non-solicitation provisions applicable to the Company and provides for the payment of an approximately CA$10 million termination fee to the Purchaser if the Transaction is terminated in certain circumstances. The Arrangement Agreement also provides for reimbursement of the expenses of the Purchaser in certain circumstances.

The Company intends to hold a special meeting of its shareholders (the “Shareholders’ Meeting”), where the Transaction will be considered and voted upon by shareholders of record.

The Transaction is not subject to a financing condition and is expected to close in the first half of 2025. Upon closing of the Transaction, the Purchaser intends to cause the issued and outstanding shares of the Company to cease to be listed on the TSX and the OTCQX, and to cause the Company to submit an application to cease to be a reporting issuer under applicable Canadian securities laws.

In addition, all of the directors and senior officers of the Company have entered into voting support agreements, pursuant to which they have agreed to, among other things, vote in favour of the Transaction.

Unanimous Board Approval

The Board, upon the recommendation of the Special Committee, unanimously recommends that shareholders of the Company vote in favour of the Transaction. In making its determination to unanimously recommend approval of the Transaction to the Board, the Special Committee, and in the Board’s determination to approve the Transaction and recommend that shareholders of the Company vote in favour of the Transaction, considered, among other things, the following reasons for the Transaction:

Significant Premium – the Purchase Price represents a premium of approximately 90% to the closing price on the TSX of the common shares on December 20, 2024, the last trading day prior to the announcement of the Transaction, and a premium of approximately 92% to the 60-day volume weighted average trading price of common shares as at that date;

Strategic Review Process – subsequent to the press release disseminated September 29, 2024 announcing the initiation of a strategic review process, the Company, with the assistance of its financial advisor Keefe, Bruyette, & Woods Inc. (“KBW”), evaluated several acquisition, commercial partnership, and sale opportunities, that did not result in any proposal that was superior to the Transaction;

Fairness Opinions – the Special Committee received a fairness opinion from Blair Franklin Capital Partners Inc. (“Blair Franklin“), acting as independent financial advisor to the Special Committee, and the Board received a fairness opinion from KBW, each concluding that, based upon and subject to the assumptions, limitations and qualifications set out in their respective opinions, the consideration to be received by shareholders pursuant to the Transaction is fair, from a financial point of view, to shareholders;

Arrangement Agreement Terms – the Arrangement Agreement is the result of a comprehensive negotiation process that was undertaken at arm’s length with the oversight and participation of the Special Committee;

All-Cash Consideration – the all-cash consideration provides shareholders with certainty of value;

Minority Vote and Court Approval – the Transaction must be approved by two-thirds of the votes cast by shareholders of the Company and by a majority of shareholders of the Company, excluding certain directors and officers, in accordance with MI 61-101, and by the Supreme Court of British Columbia; and

Support for the Transaction – all of the directors and senior officers of the Company have entered into voting support agreements, pursuant to which they have agreed to, among other things, vote in favour of the Transaction at the Shareholders’ Meeting, unless the Arrangement Agreement is terminated. The Shares represented by the parties to the voting support agreements represent approximately 11.3% of the issued and outstanding shares of the Company.

Opinions

In connection with their review and consideration of the Transaction, the Company engaged KBW as its financial advisor, and the Special Committee engaged Blair Franklin as its independent financial advisor in respect of the Transaction. KBW provided an opinion to the Board, and Blair Franklin provided an opinion to the Special Committee that, based upon and subject to the assumptions, limitations and qualifications set out in their respective opinions, the consideration to be received by shareholders pursuant to the Transaction is fair, from a financial point of view, to shareholders.

Filings and Proxy Materials

Further information regarding the Transaction, the Arrangement Agreement and the Shareholders’ Meeting, including a copy of Blair Franklin’s and KBW’s fairness opinions, will be included in the management information circular expected to be mailed to shareholders of record. Copies of the Arrangement Agreement, the forms of voting support agreements and proxy materials in respect of the Shareholders’ Meeting will be available on SEDAR+ at www.sedarplus.ca.

Advisors

Keefe, Bruyette, & Woods Inc. acted as financial advisor to the Company. Blair Franklin Capital Partners Inc. acted as financial advisor to the Special Committee. Borden Ladner Gervais LLP and Dentons acted as legal advisors to the Company. Blake, Cassels & Graydon LLP and Foley & Lardner LLP acted as external legal advisors to Fiserv.

Conference Call

Management will be hosting a conference call on December 23, 2024, at 9:00AM ET to discuss the Transaction. To access the conference call, please dial (289) 514-5100 or 1-800-717-1738.

An archived recording of the conference call will be available until January 20, 2025. To listen to the recording, call (289) 819-1325 or 1-888-660-6264 and enter passcode 79248#.

About Payfare (TSX:PAY, OTCQX: PYFRF)

Payfare is a leading, international Earned Wage Access (“EWA”) company powering instant access to earnings through an award-winning digital banking platform for today’s workforce. Payfare partners with leading e-commerce marketplaces, payroll platforms, and employers to provide financial security and inclusion for all workers.

For further information please visit www.payfare.com or contact:
Cihan Tuncay, Head of Investor Relations and Corporate Development
1 (888) 850-2713
investor@payfare.com

About Fiserv

Fiserv, Inc. (NYSE: FI), a Fortune 500™ company, aspires to move money and information in a way that moves the world. As a global leader in payments and financial technology, the company helps clients achieve best-in-class results through a commitment to innovation and excellence in areas including account processing and digital banking solutions; card issuer processing and network services; payments; e-commerce; merchant acquiring and processing; and the Clover® cloud-based point-of-sale and business management platform. Fiserv is a member of the S&P 500® Index and has been recognized as one of Fortune® World’s Most Admired Companies™ for 9 of the last 10 years. Visit fiserv.com and follow on social media for more information and the latest company news.

Forward Looking Statements

Information in this release contains forward-looking statements within the meaning of securities legislation. Forward-looking statements are generally identifiable by use of the words “expect”, “anticipate”, “continue”, “estimate”, “may”, “will”, “project”, “should”, “believe”, “plans”, “intends” or the negative of these words or other variations on these words or comparable terminology. Forward-looking statements are based on assumptions of future events that the Company believes are reasonable based upon information currently available. More particularly, and without limitation, this news release contains forward-looking statements and information concerning the consideration to be paid to shareholders pursuant to the transaction, the ability of the Company and the Purchaser to consummate the transaction on the terms and in the manner contemplated thereby, the anticipated benefits of the transaction, and the anticipated timing of the transaction. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Such factors include, among others, the time required to prepare and mail meeting materials to shareholders, the ability of the parties to receive, in a timely manner and on satisfactory terms, the necessary court, shareholder and other approvals and the ability of the parties to satisfy, in a timely manner, the conditions to the closing of the transaction, as well as other uncertainties and risk factors set out in filings made from time to time by the Company with the Canadian securities regulators, which are available on SEDAR+ at https://www.sedarplus.ca. Actual results, developments and timetables could vary significantly from the estimates presented. Readers are cautioned not to put undue reliance on forward-looking statements. The Company assumes no obligation to update or revise any forward-looking statement, except as required by applicable securities law.

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SOURCE Payfare Inc.