evbg-8k_20220509.htm
false 0001437352 0001437352 2022-05-09 2022-05-09

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 9, 2022

 

Everbridge, Inc.

(Exact name of registrant as specified in its charter)

 

 

Delaware

001-37874

26-2919312

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

 

 

 

25 Corporate Drive, Suite 400, Burlington, Massachusetts

01803

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (818) 230-9700

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading

Symbol(s)

 

Name of each exchange

on which registered

 

Common Stock, $0.001 par value

EVBG

The Nasdaq Global Market

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  

 

 


 

Item 2.02

Results of Operations and Financial Condition.

On May 9, 2022, Everbridge, Inc. (the “Company”) issued a press release announcing its financial results for the quarter ended March 31, 2022. The Company’s press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information included in Item 2.02 of this Current Report on Form 8-K and Exhibit 99.1 attached hereto is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing.

Item 2.05

Costs Associated with Exit or Disposal Activities.

On May 3, 2022, the Board of Directors of the Company approved a program (the “2022 Strategic Realignment”) to strategically realign the Company’s resources in order to accelerate and grow the Company’s investments in the Company’s largest growth opportunities while streamlining the Company’s operations. This program is in support of the 2022 strategic initiatives to simplify the Company’s business and accelerate the integration of recent acquisitions, and will help to drive the financial outcomes of sustainable growth and improved profitability and cash flow. The 2022 Strategic Realignment program includes a targeted realignment and reduction of headcount, facilities and other third-party spend.

The 2022 Strategic Realignment charges will result in future cash expenditures of approximately $13 million to $21 million the majority of which the Company expects to be paid during fiscal 2022 with the remainder paid through fiscal 2028. The 2022 Strategic Realignment is expected to be substantially completed by the first half of fiscal 2023. The Company expects to record approximately $5 million to $9 million in restructuring charges associated with the 2022 Strategic Realignment, including employee termination benefits, costs to consolidate facilities and other costs. The Company also expects to incur $8 million to $12 million in business transformation costs associated with the 2022 Strategic Realignment, including employee retention costs, professional fees and investments in automation and technology.

Forward-Looking Statements

This Item 2.05 includes forward-looking statements. All statements other than statements of historical facts, the estimated restructuring and restructuring-related charges associated with, and the time frame for completion of, the 2022 Strategic Realignment are forward-looking statements. These forward-looking statements are based on management’s beliefs and assumptions and on information available to management as of the date they are made and inherently involve significant risks and uncertainties. The Company’s actual results and the timing of events could differ materially from those anticipated in such forward-looking statements as a result of these risks and uncertainties. These and other risks and uncertainties that could affect the Company’s future results are included under the captions “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, filed with the SEC on February 25, 2022, which is available at www.ir.everbridge.com and on the SEC’s website at www.sec.gov. Further information on potential risks that could affect actual results will be included in other filings the Company makes with the SEC from time to time.

The forward-looking statements in this report reflect the Company’s expectations as of the date hereof. The Company undertakes no obligation to update publicly any forward-looking statements in this Item 2.05 for any reason after the date of this Form 8-K to conform these statements to actual results or to changes in the Company’s expectations.

Item 7.01

Regulation FD Disclosure.

On May 9, 2022, the Company issued a press release announcing its financial results for the quarter ended March 31, 2022 and posted supplementary slides regarding the Company’s financial results for the first quarter of fiscal 2022 ended March 31, 2022 on the Company’s investor relations website at https://ir.everbridge.com. The supplementary slides are furnished as Exhibit 99.2.

The information included in Item 7.01 of this Current Report on Form 8-K and Exhibits 99.1 and 99.2 attached hereto are being furnished and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing.


Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

Exhibit

No.

 

Description

 

 

 

99.1

Press release dated May 9, 2022

 

 

99.2

Supplementary Slides: Everbridge Investor Presentation 1Q FY22 – May 9, 2022

 

 

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

 


 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

Everbridge, Inc.

 

 

 

Dated: May 9, 2022

By:

/s/ Elliot J. Mark

 

 

Elliot J. Mark

 

 

Senior Vice President, General Counsel and Secretary

 

evbg-ex991_6.htm

Exhibit 99.1

Everbridge Announces Strong First Quarter Financial Results

First Quarter Revenue and Adjusted EBITDA Exceed High-End of Guidance

Burlington, Mass – May 9, 2022 Everbridge, Inc. (NASDAQ: EVBG), the global leader in critical event management (CEM) and national public warning solutions, today announced its financial results for the first quarter ended March 31, 2022.

“We delivered continued momentum across our strategic CEM bundles for the use cases of Business Operations, People Resilience, Digital Operations and Smart Security, and experienced an increased network effect from our Public Safety solution bundle in regions around the world,” said Vernon Irvin, co-Chief Executive Officer and Chief Revenue Officer of Everbridge.  “We are seeing early evidence that the actions we took last quarter to streamline, integrate, and reduce complexity in our key offerings are paying off.”

Patrick Brickley, co-Chief Executive Officer and Chief Financial Officer of Everbridge, added, “Demand for our CEM technology drove healthy year-over-year growth in average selling prices and the number of six-figure deals.  To help us better focus and execute on these demand trends, we are undertaking a strategic realignment of resources to help drive sustainable revenue growth with a meaningful increase in profitability and positive cash flow through 2022 and beyond.”  

First Quarter 2022 Financial Highlights

 

Total revenue was $100.4 million, an increase of 22% compared to $82.2 million for the first quarter of 2021.

 

GAAP operating loss was $(19.2) million, compared to a GAAP operating loss of $(18.2) million for the first quarter of 2021.

 

Non-GAAP operating loss was $(1.6) million, compared to non-GAAP operating income of $2.3 million for the first quarter of 2021.

 

GAAP net loss was $(19.1) million, compared to ($21.8) million for the first quarter of 2021. GAAP net loss per share was $(0.48), based on 39.4 million basic and diluted weighted average common shares outstanding, compared to $(0.60) for the first quarter of 2021, based on 36.4 million basic and diluted weighted average common shares outstanding.

 

Non-GAAP net loss was $(0.6) million, compared to non-GAAP net income of $8.0 million in the first quarter of 2021. Non-GAAP diluted net loss per share was $(0.02), based on 39.4 million diluted weighted average common shares outstanding, compared to non-GAAP diluted net income per share of $0.18 for the first quarter of 2021, based on 43.6 million diluted weighted average common shares outstanding.

 

Adjusted EBITDA was $2.6 million, compared to $5.3 million in the first quarter of 2021.

 

Cash flow from operations was an inflow of $7.7 million, compared to an inflow of $19.8 million for the first quarter of 2021.

 

Free cash flow was an inflow of $1.5 million compared to an inflow of $15.5 million for the first quarter of 2021.  

Recent Business Highlights

 

Ended the first quarter with 6,224 global enterprise customers, up from 5,748 at the end of the first quarter of 2021.

 

Awarded contracts by two of the largest German mobile network operators (MNOs) to deliver Cell Broadcast emergency alerting capabilities to help power the German government’s nationwide public warning system.

 

Unveiled a unique collaboration bringing together AWS, Sinch, and Kaleyra, among other technology leaders, to offer an out-of-band critical communications platform to support humanitarian efforts in Ukraine.

 

Partnered with Atalait, a leading managed technology services integrator, to deliver enterprise resilience capabilities to organizations across Mexico, leading to wins with international healthcare provider BUPA México Compañía de Seguros S.A. de C.V and leading health services administrator Vitamédica S.A de C.V / Vitamédica Administradora S.A. de C.V., among others.

 

Reflecting network effects, after having already won Saudi Araba’s countrywide public warning system, Everbridge entered a contract to support Saudi Arabia’s future-planned “smart city,” named NEOM, leveraging Everbridge’s Smart Security capabilities to keep Saudi Arabia’s locals, visitors, and assets safe in the face of potential threats.

 

Recognized by Frost & Sullivan for innovative leadership in earning the top spot in the Frost Radar™: Command and Control Software for Critical National Infrastructure (CNI), Airports, and Safe Cities, Global, 2021.

 

Awarded for Best Global Culture and Best Product & Design Teams by leading workplace culture site Comparably.

 


 

Strategic Realignment

Everbridge’s Board of Directors has approved a strategic realignment program as part of the Company’s effort to accelerate its product and go-to-market integration. This program will help the company realign and optimize resources to drive the top priorities that will better position Everbridge for sustainable growth and an even stronger global presence over the long term.  The Company anticipates the strategic realignment program to drive annualized savings of $13 million to $18 million, with $13 million to $21 million in charges associated with these actions.

 

Financial Outlook

Based on information available as of today, Everbridge is issuing guidance for the second quarter and full year 2022 as indicated below.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Second Quarter 2022

 

 

Full Year 2022

 

Revenue

$

101.8

 

to

$

102.2

 

 

$

428.2

 

to

$

432.8

 

Revenue growth

 

17

%

 

 

18

%

 

 

16

%

 

 

17

%

GAAP net loss

$

(46.0

)

 

$

(45.0

)

 

$

(135.0

)

 

$

(133.0

)

GAAP net loss per share

$

(1.18

)

 

$

(1.15

)

 

$

(3.38

)

 

$

(3.33

)

Non-GAAP net income (loss)

$

(5.2

)

 

$

(4.2

)

 

$

10.7

 

 

$

12.7

 

Non-GAAP net income (loss) per share

$

(0.13

)

 

$

(0.11

)

 

$

0.23

 

 

$

0.27

 

Adjusted EBITDA

$

(1.0

)

 

$

-

 

 

$

33.5

 

 

$

35.5

 

 

 

Full Year 2022 Guidance

Issued Feb 24th, 2022

 

Revenue

$

426.0

 

to

$

432.0

 

Revenue growth

 

15

%

 

 

17

%

GAAP net loss

$

(141.0

)

 

$

(139.0

)

GAAP net loss per share

$

(3.55

)

 

$

(3.50

)

Non-GAAP net income per share

$

10.2

 

 

$

12.2

 

Non-GAAP net income per share

$

0.22

 

 

$

0.26

 

Adjusted EBITDA

$

33.0

 

 

$

35.0

 

(All figures in millions, except per share data)

Conference Call Information

 

What:

Everbridge First Quarter 2022 Financial Results Conference Call

When:

Monday, May 9, 2022

Time:

4:30 p.m. ET

Live Call:

(833) 685-0904, domestic

 

(412) 317-5740, international

Replay:

(877) 344-7529, passcode 9087340, domestic

 

(412) 317-0088, passcode 9087340, international

Webcast (live & replay):

https://edge.media-server.com/mmc/p/frbjpbjf

About Everbridge

Everbridge, Inc. (NASDAQ: EVBG) is a global software company that provides enterprise software applications that automate and accelerate organizations’ operational response to critical events in order to Keep People Safe and Organizations Running™. During public safety threats such as active shooter situations, terrorist attacks or severe weather conditions, as well as critical business events including IT outages, cyber-attacks, product recalls or supply-chain interruptions, over 6,200 customers in 76 countries rely on the Company’s Critical Event Management Platform to quickly and reliably aggregate and assess threat data, locate people at risk and responders able to assist, automate the execution of pre-defined communications processes through the secure delivery to over 100 different communication modalities, and track progress on executing response plans. For more information, visit www.everbridge.com, read the company blog, and follow on Twitter and Facebook.

Non-GAAP Financial Measures

This press release contains the following non-GAAP financial measures: non-GAAP cost of revenue, non-GAAP gross profit, non-GAAP gross margin, non-GAAP sales and marketing, non-GAAP research and development, non-GAAP general and administrative,


non-GAAP operating expenses, non-GAAP operating income/(loss), non-GAAP net income/(loss), non-GAAP net income/(loss) per share, adjusted EBITDA, and free cash flow.

Non-GAAP operating income/(loss) excludes stock-based compensation, change in fair value of contingent consideration and amortization of acquired intangible assets. Non-GAAP net income/(loss) excludes stock-based compensation, change in fair value of contingent consideration, amortization of acquired intangible assets, accretion of interest on convertible senior notes, gain/(loss) on extinguishment of debt and capped call modification and the tax impact of such adjustments. Adjusted EBITDA represents net income/(loss) before interest income and interest expense, income tax expense and benefit, depreciation and amortization expense, gain/(loss) on extinguishment of debt and capped call modification, change in fair value of contingent consideration and stock-based compensation expense. Free cash flow is cash flow from operations, less cash used for capital expenditures and additions to capitalized software development costs.

We believe that these non-GAAP measures of financial results provide useful information to management and investors regarding certain financial and business trends relating to Everbridge's financial condition and results of operations. We use these non-GAAP measures for financial, operational and budgetary decision-making purposes, to understand and evaluate our core operating performance and trends, and to generate future operating plans. We believe that these non-GAAP financial measures provide useful information regarding past financial performance and future prospects, and permit us to more thoroughly analyze key financial metrics used to make operational decisions. We believe that the use of these non-GAAP financial measures provides an additional tool for investors to use in evaluating ongoing operating results and trends and in comparing our financial measures with other software companies, many of which present similar non-GAAP financial measures to investors.

We do not consider these non-GAAP measures in isolation or as an alternative to financial measures determined in accordance with GAAP. The principal limitation of these non-GAAP financial measures is that they exclude significant expenses and income that are required by GAAP to be recorded in the Company's financial statements. In addition, they are subject to inherent limitations as they reflect the exercise of judgment by management about which expenses and income are excluded or included in determining these non-GAAP financial measures. In order to compensate for these limitations, management presents non-GAAP financial measures in connection with GAAP results. We urge investors to review the reconciliation of our non-GAAP financial measures to the comparable GAAP financial measures, which are included in this press release, and not to rely on any single financial measure to evaluate our business.

Cautionary Language Concerning Forward-Looking Statements

This press release contains "forward-looking statements" within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, including but not limited to, statements regarding the anticipated opportunity and trends for growth in our critical communications and enterprise safety applications and our overall business, our market opportunity, our expectations regarding sales of our products, our goal to maintain market leadership and extend the markets in which we compete for customers, and our expected financial results for the second quarter of 2022 and the full fiscal year 2022. These forward-looking statements are made as of the date of this press release and were based on current expectations, estimates, forecasts and projections as well as the beliefs and assumptions of management. Words such as "expect," "anticipate," "should," "believe," "target," "project," "goals," "estimate," "potential," "predict," "may," "will," "could," "intend," variations of these terms or the negative of these terms and similar expressions are intended to identify these forward-looking statements. Forward-looking statements are subject to a number of risks and uncertainties, many of which involve factors or circumstances that are beyond our control. Our actual results could differ materially from those stated or implied in forward-looking statements due to a number of factors, including but not limited to: the ability of our products and services to perform as intended and meet our customers’ expectations; our ability to attract new customers and retain and increase sales to existing customers; our ability to increase sales of our Mass Notification application and/or ability to increase sales of our other applications; our ability to successfully integrate businesses and assets that we have acquired or may acquire in the future; the impact of the global COVID-19 pandemic on our operations and those of our customers and suppliers; developments in the market for targeted and contextually relevant critical communications or the associated regulatory environment; our estimates of market opportunity and forecasts of market growth may prove to be inaccurate; we have not been profitable on a consistent basis historically and may not achieve or maintain profitability in the future; the lengthy and unpredictable sales cycles for new customers; nature of our business exposes us to inherent liability risks; our ability to attract, integrate and retain qualified personnel; our ability to maintain successful relationships with our channel partners and technology partners; our ability to manage our growth effectively; our ability to respond to competitive pressures; potential liability related to privacy and security of personally identifiable information; our ability to protect our intellectual property rights, and the other risks detailed in our risk factors discussed in filings with the U.S. Securities and Exchange Commission (“SEC”), including but not limited to our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2022 and our Annual Report on Form 10-K for the year ended December 31, 2021 filed with the SEC on February 25, 2022. The forward-looking statements included in this press release represent our views as of the date of this press release. We undertake no intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. These forward-looking statements should not be relied upon as representing our views as of any date subsequent to the date of this press release.


All Everbridge products are trademarks of Everbridge, Inc. in the USA and other countries. All other product or company names mentioned are the property of their respective owners.

 


 

Consolidated Balance Sheets

(in thousands)

(unaudited)

 

 

March 31,

 

 

December 31,

 

 

2022

 

 

2021

 

Current assets:

 

 

 

 

 

 

 

Cash and cash equivalents

$

492,054

 

 

$

488,035

 

Restricted cash

 

2,088

 

 

 

3,880

 

Accounts receivable, net

 

109,484

 

 

 

120,995

 

Prepaid expenses

 

16,512

 

 

 

13,740

 

Deferred costs and other current assets

 

28,277

 

 

 

28,469

 

Total current assets

 

648,415

 

 

 

655,119

 

Property and equipment, net

 

12,521

 

 

 

12,185

 

Capitalized software development costs, net

 

24,501

 

 

 

22,720

 

Goodwill

 

525,264

 

 

 

531,163

 

Intangible assets, net

 

208,871

 

 

 

219,319

 

Restricted cash

 

867

 

 

 

843

 

Prepaid expenses

 

1,591

 

 

 

1,916

 

Deferred costs and other assets

 

36,268

 

 

 

35,750

 

Total assets

$

1,458,298

 

 

$

1,479,015

 

Current liabilities:

 

 

 

 

 

 

 

Accounts payable

$

9,990

 

 

$

16,002

 

Accrued payroll and employee related liabilities

 

34,839

 

 

 

36,725

 

Accrued expenses

 

16,509

 

 

 

13,884

 

Deferred revenue

 

235,726

 

 

 

223,579

 

Convertible senior notes

 

8

 

 

 

8

 

Other current liabilities

 

14,281

 

 

 

14,132

 

Total current liabilities

 

311,353

 

 

 

304,330

 

Long-term liabilities:

 

 

 

 

 

 

 

Deferred revenue, noncurrent

 

10,083

 

 

 

14,261

 

Convertible senior notes

 

809,690

 

 

 

665,695

 

Deferred tax liabilities

 

5,070

 

 

 

16,082

 

Other long-term liabilities

 

14,363

 

 

 

15,958

 

Total liabilities

 

1,150,559

 

 

 

1,016,326

 

Stockholders' equity:

 

 

 

 

 

 

 

Common stock

 

40

 

 

 

39

 

Additional paid-in capital

 

675,984

 

 

 

853,664

 

Accumulated deficit

 

(360,023

)

 

 

(388,112

)

Accumulated other comprehensive loss

 

(8,262

)

 

 

(2,902

)

Total stockholders' equity

 

307,739

 

 

 

462,689

 

Total liabilities and stockholders' equity

$

1,458,298

 

 

$

1,479,015

 

 

 


 

Consolidated Statements of Operations and Comprehensive Loss

(in thousands, except share and per share data)

(unaudited)

 

 

 

Three Months Ended

 

 

March 31,

 

 

2022

 

 

2021

 

Revenue

$

100,375

 

 

$

82,210

 

Cost of revenue

 

31,857

 

 

 

25,280

 

Gross profit

 

68,518

 

 

 

56,930

 

 

 

68.26

%

 

 

69.25

%

Operating expenses:

 

 

 

 

 

 

 

Sales and marketing

 

41,816

 

 

 

34,527

 

Research and development

 

23,559

 

 

 

18,079

 

General and administrative

 

22,336

 

 

 

22,562

 

Total operating expenses

 

87,711

 

 

 

75,168

 

Operating loss

 

(19,193

)

 

 

(18,238

)

Other expense, net:

 

 

 

 

 

 

 

Interest and investment income

 

62

 

 

 

133

 

Interest expense

 

(1,300

)

 

 

(6,560

)

Loss on extinguishment of convertible notes and capped call modification

 

 

 

 

(2,888

)

Other income (expense), net

 

280

 

 

 

(49

)

Total other expense, net

 

(958

)

 

 

(9,364

)

Loss before income taxes

 

(20,151

)

 

 

(27,602

)

Benefit from income taxes

 

1,078

 

 

 

5,813

 

Net loss

$

(19,073

)

 

$

(21,789

)

Net loss per share attributable to common stockholders:

 

 

 

 

 

 

 

Basic

$

(0.48

)

 

$

(0.60

)

Diluted

$

(0.48

)

 

$

(0.60

)

Weighted-average common shares outstanding:

 

 

 

 

 

 

 

Basic

 

39,429,686

 

 

 

36,386,819

 

Diluted

 

39,429,686

 

 

 

36,386,819

 

Other comprehensive loss:

 

 

 

 

 

 

 

     Foreign currency translation adjustment

 

(5,360

)

 

 

(2,597

)

Total comprehensive loss

$

(24,433

)

 

$

(24,386

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Stock-based compensation expense included in the above:

 

 

 

 

 

 

 

(in thousands)

 

 

 

 

 

 

 

 

Three Months Ended

 

 

March 31,

 

 

2022

 

 

2021

 

Cost of revenue

$

817

 

 

$

999

 

Sales and marketing

 

1,295

 

 

 

3,742

 

Research and development

 

1,723

 

 

 

2,028

 

General and administrative

 

2,249

 

 

 

5,916

 

Total stock-based compensation

$

6,084

 

 

$

12,685

 


 

Consolidated Statements of Cash Flows

(in thousands)

(unaudited)

 

 

Three Months Ended

 

 

March 31,

 

 

2022

 

 

2021

 

Cash flows from operating activities:

 

 

 

 

 

 

 

Net loss

$

(19,073

)

 

$

(21,789

)

Adjustments to reconcile net loss to net cash provided by operating activities:

 

 

 

 

 

 

 

Depreciation and amortization

 

15,434

 

 

 

10,843

 

Amortization of deferred costs

 

3,963

 

 

 

3,722

 

Deferred income taxes

 

(6,553

)

 

 

(6,701

)

Accretion of interest on convertible senior notes

 

1,158

 

 

 

6,313

 

Loss on extinguishment of convertible notes and capped call modification

 

 

 

 

2,888

 

Provision for credit losses and sales reserve

 

213

 

 

 

1,562

 

Stock-based compensation

 

6,084

 

 

 

12,685

 

Other non-cash adjustments

 

(52

)

 

 

(147

)

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

Accounts receivable

 

11,420

 

 

 

11,482

 

Prepaid expenses

 

(2,447

)

 

 

(1,221

)

Deferred costs

 

(6,221

)

 

 

(3,450

)

Other assets

 

1,819

 

 

 

(2,768

)

Accounts payable

 

(6,124

)

 

 

(911

)

Accrued payroll and employee related liabilities

 

(1,862

)

 

 

(2,130

)

Accrued expenses

 

3,246

 

 

 

3,012

 

Deferred revenue

 

8,036

 

 

 

8,373

 

Other liabilities

 

(1,339

)

 

 

(1,955

)

Net cash provided by operating activities

 

7,702

 

 

 

19,808

 

Cash flows from investing activities:

 

 

 

 

 

 

 

Capital expenditures

 

(1,847

)

 

 

(1,812

)

Payments for acquisition of business, net of acquired cash

 

(47

)

 

 

(32,401

)

Additions to capitalized software development costs

 

(4,330

)

 

 

(2,495

)

Net cash used in investing activities

 

(6,224

)

 

 

(36,708

)

Cash flows from financing activities:

 

 

 

 

 

 

 

Proceeds from issuance of convertible notes

 

 

 

 

375,000

 

Payments of debt issuance costs

 

 

 

 

(9,562

)

Purchase of convertible notes capped call hedge

 

 

 

 

(35,100

)

Repurchase of convertible notes

 

 

 

 

(58,641

)

Proceeds from termination of convertible notes capped call hedge

 

 

 

 

10,650

 

Stock award shares withheld to settle employee tax withholding liability

 

(571

)

 

 

(1,610

)

Proceeds from employee stock purchase plan

 

1,702

 

 

 

2,451

 

Proceeds from stock option exercises

 

17

 

 

 

1,604

 

Other

 

(19

)

 

 

 

Net cash provided by financing activities

 

1,129

 

 

 

284,792

 

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

 

(356

)

 

 

(315

)

Net increase in cash, cash equivalents and restricted cash

 

2,251

 

 

 

267,577

 

Cash, cash equivalents and restricted cash—beginning of period

 

492,758

 

 

 

475,630

 

Cash, cash equivalents and restricted cash—end of period

$

495,009

 

 

$

743,207

 


 

Reconciliation of GAAP measures to non-GAAP measures

(in thousands, except share and per share data)

(unaudited)

 

 

Three Months Ended

 

 

March 31,

 

 

2022

 

 

2021

 

Cost of revenue

$

31,857

 

 

$

25,280

 

Amortization of acquired intangibles

 

(3,151

)

 

 

(2,604

)

Stock-based compensation

 

(817

)

 

 

(999

)

Non-GAAP cost of revenue

$

27,889

 

 

$

21,677

 

 

 

 

 

 

 

 

 

Gross profit

$

68,518

 

 

$

56,930

 

Amortization of acquired intangibles

 

3,151

 

 

 

2,604

 

Stock-based compensation

 

817

 

 

 

999

 

Non-GAAP gross profit

$

72,486

 

 

$

60,533

 

Non-GAAP gross margin

 

72.2

%

 

 

73.6

%

 

 

 

 

 

 

 

 

Sales and marketing

$

41,816

 

 

$

34,527

 

Stock-based compensation

 

(1,295

)

 

 

(3,742

)

Non-GAAP sales and marketing

$

40,521

 

 

$

30,785

 

 

 

 

 

 

 

 

 

Research and development

$

23,559

 

 

$

18,079

 

Stock-based compensation

 

(1,723

)

 

 

(2,028

)

Non-GAAP research and development

$

21,836

 

 

$

16,051

 

 

 

 

 

 

 

 

 

General and administrative

$

22,336

 

 

$

22,562

 

Amortization of acquired intangibles

 

(8,387

)

 

 

(5,255

)

Change in fair value of contingent consideration

 

52

 

 

 

(42

)

Stock-based compensation

 

(2,249

)

 

 

(5,916

)

Non-GAAP general and administrative

$

11,752

 

 

$

11,349

 

 

 

 

 

 

 

 

 

Total operating expenses

$

87,711

 

 

$

75,168

 

Amortization of acquired intangibles

 

(8,387

)

 

 

(5,255

)

Change in fair value of contingent consideration

 

52

 

 

 

(42

)

Stock-based compensation

 

(5,267

)

 

 

(11,686

)

Non-GAAP operating expenses

$

74,109

 

 

$

58,185

 

 

 

 

 

 

 

 

 

Operating loss

$

(19,193

)

 

$

(18,238

)

Amortization of acquired intangibles

 

11,538

 

 

 

7,859

 

Change in fair value of contingent consideration

 

(52

)

 

 

42

 

Stock-based compensation

 

6,084

 

 

 

12,685

 

Non-GAAP operating income (loss)

$

(1,623

)

 

$

2,348

 

 

 

 

 

 

 

 

 

Net loss

$

(19,073

)

 

$

(21,789

)

Amortization of acquired intangibles

 

11,538

 

 

 

7,859

 

Change in fair value of contingent consideration

 

(52

)

 

 

42

 

Stock-based compensation

 

6,084

 

 

 

12,685

 

Accretion of interest on convertible senior notes

 

1,158

 

 

 

6,313

 

Loss on extinguishment of convertible notes and capped call modification

 

 

 

 

2,888

 

Income tax adjustments

 

(250

)

 

 

(36

)

Non-GAAP net income (loss)

$

(595

)

 

$

7,962

 

 

 

 

 

 

 

 

 

Non-GAAP net income (loss) per share:

 

 

 

 

 

 

 

Basic

$

(0.02

)

 

$

0.22

 

Diluted

$

(0.02

)

 

$

0.18

 

Weighted-average common shares outstanding:

 

 

 

 

 

 

 

Basic

 

39,429,686

 

 

 

36,386,819

 

Diluted

 

39,429,686

 

 

 

43,554,183

 

 



Reconciliation of GAAP measures to non-GAAP measures (Continued)

(in thousands)

(unaudited)

 

Three Months Ended

 

 

March 31,

 

 

2022

 

 

2021

 

Net loss

$

(19,073

)

 

$

(21,789

)

Interest and investment expense, net

 

1,238

 

 

 

6,427

 

Benefit from income taxes

 

(1,078

)

 

 

(5,813

)

Depreciation and amortization

 

15,434

 

 

 

10,843

 

EBITDA

 

(3,479

)

 

 

(10,332

)

Loss on extinguishment of convertible notes and capped call modification

 

 

 

 

2,888

 

Change in fair value of contingent consideration

 

(52

)

 

 

42

 

Stock-based compensation

 

6,084

 

 

 

12,685

 

Adjusted EBITDA

$

2,553

 

 

$

5,283

 

 

 

 

 

 

 

 

 

Net cash provided by operating activities

$

7,702

 

 

$

19,808

 

Capital expenditures

 

(1,847

)

 

 

(1,812

)

Capitalized software development costs

 

(4,330

)

 

 

(2,495

)

Free cash flow

$

1,525

 

 

$

15,501

 

 

Remaining Performance Obligations as of March 31, 2022

(in millions)

 

Remaining Performance Obligations

 

 

Remaining Performance Obligations

Next Twelve Months

 

Subscription and other contracts

$

450

 

 

$

285

 

Professional services contracts

 

19

 

 

 

17

 

 

Financial Outlook

(in millions, except share and per share data)

 

Three Months Ended

 

 

Year Ended

 

 

June 30, 2022

 

 

December 31, 2022

 

 

Low End

 

 

High End

 

 

Low End

 

 

High End

 

Net loss

$

(46.0

)

 

$

(45.0

)

 

$

(135.0

)

 

$

(133.0

)

Amortization of acquired intangibles

 

11.0

 

 

 

11.0

 

 

 

42.0

 

 

 

42.0

 

Accretion of interest on convertible senior notes

 

1.3

 

 

 

1.3

 

 

 

5.2

 

 

 

5.2

 

Strategic realignment

 

6.5

 

 

 

6.5

 

 

 

16.5

 

 

 

16.5

 

Stock-based compensation

 

22.0

 

 

 

22.0

 

 

 

82.0

 

 

 

82.0

 

Non-GAAP net income (loss)

$

(5.2

)

 

$

(4.2

)

 

$

10.7

 

 

$

12.7

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average common shares outstanding:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

39,000,000

 

 

 

39,000,000

 

 

 

40,000,000

 

 

 

40,000,000

 

Diluted

 

39,000,000

 

 

 

39,000,000

 

 

 

47,000,000

 

 

 

47,000,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss per share

$

(1.18

)

 

$

(1.15

)

 

$

(3.38

)

 

$

(3.33

)

Non-GAAP net income (loss) per share

$

(0.13

)

 

$

(0.11

)

 

$

0.23

 

 

$

0.27

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss

$

(46.0

)

 

$

(45.0

)

 

$

(135.0

)

 

$

(133.0

)

Interest expense, net

 

1.4

 

 

 

1.4

 

 

 

6.0

 

 

 

6.0

 

Income taxes, net

 

0.1

 

 

 

0.1

 

 

 

4.0

 

 

 

4.0

 

Depreciation and amortization

 

15.0

 

 

 

15.0

 

 

 

60.0

 

 

 

60.0

 

EBITDA

 

(29.5

)

 

 

(28.5

)

 

 

(65.0

)

 

 

(63.0

)

Strategic realignment

 

6.5

 

 

 

6.5

 

 

 

16.5

 

 

 

16.5

 

Stock-based compensation

 

22.0

 

 

 

22.0

 

 

 

82.0

 

 

 

82.0

 

Adjusted EBITDA

$

(1.0

)

 

$

-

 

 

$

33.5

 

 

$

35.5

 



 

 

Year Ended

 

 

December 31, 2022

 

 

Issued Feb 24th, 2022

 

 

Low End

 

 

High End

 

Net loss

$

(141.0

)

 

$

(139.0

)

Amortization of acquired intangibles

 

51.0

 

 

 

51.0

 

Accretion of interest on convertible senior notes

 

5.2

 

 

 

5.2

 

Stock-based compensation

 

95.0

 

 

 

95.0

 

Non-GAAP net income

$

10.2

 

 

$

12.2

 

 

 

 

 

 

 

 

 

Weighted average common shares outstanding:

 

 

 

 

 

 

 

Basic

 

39,700,000

 

 

 

39,700,000

 

Diluted

 

47,000,000

 

 

 

47,000,000

 

 

 

 

 

 

 

 

 

Net loss per share

$

(3.55

)

 

$

(3.50

)

Non-GAAP net income per share

$

0.22

 

 

$

0.26

 

 

 

 

 

 

 

 

 

Net loss

$

(141.0

)

 

$

(139.0

)

Interest expense, net

 

6.0

 

 

 

6.0

 

Income taxes, net

 

6.0

 

 

 

6.0

 

Depreciation and amortization

 

67.0

 

 

 

67.0

 

EBITDA

 

(62.0

)

 

 

(60.0

)

Stock-based compensation

 

95.0

 

 

 

95.0

 

Adjusted EBITDA

$

33.0

 

 

$

35.0

 

Everbridge Contacts:

Investors:

Nandan Amladi

Investor Relations

nandan.amladi@everbridge.com

617-665-7197

 

Media:

Jeff Young

Media Relations

jeff.young@everbridge.com

781-859-4116

 

 

Source: Everbridge, Inc.

 

 

 

Slide 1

1Q22 Investor Presentation May 9, 2022 Exhibit 99.2

Slide 2

This presentation contains forward-looking statements about Everbridge, Inc. (“EVBG”, “Everbridge” or the “Company”) within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, based on management’s current expectation. Forward-looking statements include information related to our possible or assumed future results of operations and expenses, our outlook, our mission, business strategies and plans, business environment, market size, product capabilities and release timing and future growth. These statements are often identified by the use of words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “project,” “will,” “would” or the negative or plural of these words or similar expressions or variations. Such forward-looking statements are subject to a number of risks, uncertainties, assumptions and other factors that could cause actual results and the timing of certain events to differ materially from future results expressed or implied by the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to: our ability to attract new customers and retain and increase sales to existing customers; developments in the market for critical communications and enterprise safety applications and the associated regulatory environment; our estimates of market opportunity and forecasts of market growth may prove to be inaccurate; we have not been profitable on a consistent basis historically and may not achieve or maintain profitability in the future; the lengthy and unpredictable sales cycles for new customers; nature of our business exposes us to inherent liability risks; our ability to successfully integrate businesses and assets that we may acquire; our ability to maintain successful relationships with our partners; our ability to respond to competitive pressures; potential liability related to data privacy and security; our ability to protect our intellectual property rights; and the other risks detailed in our risk factors discussed in filings with the U.S. Securities and Exchange Commission (the “SEC”). Moreover, Everbridge operates in a very competitive and rapidly changing environment. New risks emerge from time to time. It is not possible for the Company’s management to predict all risks, nor can it assess the impact of all factors on its business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statement. In light of these risks, uncertainties and assumptions, the forward-looking events and circumstances discussed in this presentation may not occur and actual results could differ materially and adversely from those anticipated or implied. Neither Everbridge nor any other person assumes responsibility for the accuracy and completeness of the forward-looking statements. We are providing this information as of the date of this presentation and do not undertake any obligation to update any forward-looking statements contained in this presentation as a result of new information, future events or otherwise, except as required by law. This presentation also contains estimates and other statistical data made by independent parties and by Everbridge relating to market size and growth and other data about the Company’s industry. This data involves a number of assumptions and limitations, and you are cautioned not to give undue weight to such estimates. Neither Everbridge nor any other person makes any representation as to the accuracy or completeness of such data or undertakes any obligation to update such data after the date of this presentation. In addition, projections, assumptions and estimates of the Company’s total addressable market, future performance and the future performance of the markets in which the Company operates are necessarily subject to a high degree of uncertainty and risk. By attending or receiving this presentation you acknowledge that you will be solely responsible for your own assessment of the market and Everbridge’s market position and that you will conduct your own analysis and be solely responsible for forming your own view of the potential future performance of Everbridge’s business. In addition to U.S. GAAP financials, this presentation includes certain non-GAAP financial measures, including Adjusted EBITDA and Free Cash Flow among others. These non-GAAP measures are in addition to, not a substitute for or superior to, measures of financial performance prepared in accordance with U.S. GAAP. The non-GAAP financial measures used by Everbridge may differ from the non-GAAP financial measures used by other companies. A reconciliation of these measures to the most directly comparable GAAP measure is included in the endnote to these slides on page 23. Safe Harbor

Slide 3

Business Overview

Slide 4

Everbridge Overview We provide enterprise software applications to improve organizational response for critical events to keep people safe and organizations running. Faster. Total Addressable Market is based on EVBG ASPs applied to 29,000+ named accounts, including (a) CEM target customers in G2000 and companies with greater than 1,000 employees; (b) IT & IoT alerting target customers as % of employees supporting IT as of June 30, 2019; and (c) 180+ target Population Alerting countries priced according to population and GDP as of June 30, 2019. TAM, which is based on management estimates, is inherently subject to uncertainties and actual events or circumstances may differ materially from management estimates reflected in this presentation. As of March 31, 2022 Trailing 12 months (TTM) as of March 31, 2022. Net revenue retention is revenue generated from existing customers, including recurring revenue, expansion revenue, downgrades, and cancels. As of March 31, 2022 $2.4M (FY 2021) $11.2M (FY 2021) compared to $8.0M (FY 2020) Yearly Revenue ($M) 37% CAGR (2016-2021) 6 5

Slide 5

Our World is more complex than ever                      … and keeps changing rapidly Pandemics Natural Disasters Cyber Attacks Civil Unrest Supply Chain Disruption Digital Transformation “At Speed”

Slide 6

Innovation Experience Highlights: Over 6,200 enterprise customers Available in 200+ countries and territories 99.99% uptime Protecting 2+ billion people Public warning solutions used in 20+ countries Powering Resilience for 20+ Years Highlights: Hi-fidelity risk intelligence powered by pattern matching Automated correlation and orchestrated workflows 160+ worldwide patents 450+ integrations Highlights: Purpose-built solutions to support customer journey Everbridge network collaboration with public & private networks Best in Enterprise Resilience Certification GLOBAL PUBLIC COMPANY CEM FIRST TO MARKET Value CUSTOMERS FOR LIFE

Slide 7

Critical Event Management Portfolio

Slide 8

“Single Pane of Glass” for Greater Resiliency in Critical Event Management

Slide 9

Everbridge Client Base 9 OF THE 10 largest US-based investment banks1 8 OF THE 10 largest global auto makers2 9 OF THE 10 largest global consulting firms3 47 OF THE 50 busiest North American airports5 9 OF THE 10 largest U.S.-based healthcare providers 8 OF THE 10 largest U.S. cities4 47 OF THE 50 Fortune 50 7 OF THE 10 largest High Tech companies7 4 OF THE 4 largest global CPA firms2 Q1 2022 6,224 Q4 2011 867 Extensive customer base growth across multiple verticals Number of customers8 (1) 2019 ADV ratings by investment banking revenue. (2) As of 2019, ranked by annual revenue (3) As of 2018, ranked by annual revenue (4) 2010 consensus by population (5) Federal Aviation Administration (6) Drug Channels Institute 2018, ranked by prescription revenue (7) Forbes “The Largest Technology Companies in 2019” (8) As of December 31, 2011 and December 31, 2021. (1) 2019 ADV ratings (2) 2018 Wikimedia (3) 2018 data (4) 2010 consensus by population (5) Federal Aviation Administration database (6) Drug Channels Institute, 2018 sorted by prescription revenue (7) 2019 Forbes