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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 22, 2023

 

 

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

 

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

 

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 per share		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. ☐

 

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Item 2.02 Results of Operations and Financial Condition.

On February 22, 2023, Everbridge, Inc. (the “Company”) issued a press release announcing its financial results for the quarter and year ended December 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 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
99.1		Press release dated February 22, 2023
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

 

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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: February 22, 2023	By:	/s/ Noah F. Webster
		Noah F. Webster
		Chief Legal and Compliance Officer

 

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Exhibit 99.1

Everbridge Announces Fourth Quarter and Full Year 2022 Financial Results

BURLINGTON, Mass – February 22, 2023 – Everbridge, Inc. (Nasdaq: EVBG), the global leader in critical event management (CEM) and national public warning solutions, today announced its financial results for the fourth quarter and full year ended December 31, 2022. Revenue for the fourth quarter was $117.1 million, up 14% year-over-year. Revenue for the full year was $431.9 million, up 17% year-over-year.

“The fourth quarter marked a strong finish to the year as we laid the groundwork for future growth and increased profitability,” said David Wagner, Everbridge’s President and CEO. “We delivered another steady sequential increase in ARR and solid growth in our adjusted EBITDA. During the period we also reduced our net debt obligation while substantially completing our workforce restructuring, which we believe positions us to deliver increased shareholder value. We are executing the strategy outlined during our December Investor Day and are aligning the right go-to-market with the right products at the right time to deliver even more customer value. In the fourth quarter we took meaningful steps forward to strengthen the company on our way to $1 billion in ARR.”

Patrick Brickley, Everbridge’s CFO, added, “Overall, we believe 2022 was a successful transition year. In the fourth quarter, our top line and profitability were buoyed by exceptional perpetual deliveries that we had forecasted for year-end as well as our strongest ARR growth performance for the year thanks to solid recurring bookings and strong renewals. With our business successfully realigned for stable, long-term growth and increased profitability, we are on track to meet our revenue and adjusted EBITDA forecast for 2023, and we believe we can achieve meaningful increases in profitability and cash flow in 2023 and beyond.”

Fourth Quarter 2022 Financial Highlights

Full Year 2022 Financial Highlights

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Recent Business Highlights

Financial Outlook

Based on information available as of today, Everbridge is issuing guidance for the first quarter and full year 2023 as indicated below.

	First Quarter 2023								Full Year 2023
Revenue	$	106.3		to	$	106.7			$	456.0		to	$	462.0
Revenue growth		6	%			6	%			6	%			7	%
GAAP net loss	$	(27.2	)		$	(26.8	)		$	(47.6	)		$	(45.6	)
GAAP net loss per share	$	(0.68	)		$	(0.67	)		$	(1.17	)		$	(1.12	)
Non-GAAP net income	$	5.5			$	5.9			$	65.8			$	67.8
Non-GAAP net income per share	$	0.13			$	0.13			$	1.48			$	1.52
Adjusted EBITDA	$	9.8			$	10.2			$	84.0			$	86.0

(All figures in millions, except per share data)

Conference Call Information

What:	Everbridge’s Fourth Quarter and Full Year 2022 Financial Results Conference Call
When:	Wednesday, February 22, 2023
Time:	8:30 a.m. ET
Live Call:	(833) 685-0904, Domestic
	(412) 317-5740, International
Replay:	(877) 344-7529, Passcode 1913112, Domestic
	(412) 317-0088, Passcode 1913112, International

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Webcast :	https://edge.media-server.com/mmc/p/qzpxgfub (live and replay)

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 6,500 customers in 82 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.

Key Performance Metric

Annualized Recurring Revenue (ARR) is defined as the expected recurring revenue in the next twelve months from active customer contracts, assuming no increases or reductions in the subscriptions from that cohort of customers. Investors should not place undue reliance on ARR as an indicator of future or expected results. Our presentation of this metric may differ from similarly titled metrics presented by other companies and therefore comparability may be limited.

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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, EBITDA, adjusted EBITDA, free cash flow, and adjusted free cash flow.

Non-GAAP operating income/(loss) excludes amortization of acquired intangible assets, change in fair value of contingent consideration, stock-based compensation and costs related to the 2022 Strategic Realignment. Non-GAAP net income/(loss) excludes amortization of acquired intangible assets, change in fair value of contingent consideration, stock-based compensation, costs related to the 2022 Strategic Realignment, accretion of interest on convertible senior notes, gain (loss) on extinguishment of debt, capped call modification and change in fair value and the tax impact of such adjustments. EBITDA represents net income/(loss) before interest income and interest expense, income tax expense and benefit and depreciation and amortization expense. Adjusted EBITDA represents EBITDA as further adjusted for gain (loss) on extinguishment of debt, capped call modification and change in fair value, change in fair value of contingent consideration, stock-based compensation expense and costs related to the 2022 Strategic Realignment. Free cash flow represents cash provided by (used in) operating activities minus cash used for capital expenditures and capitalized software development costs. Adjusted free cash flow represents free cash flow as further adjusted for cash payments for the 2022 Strategic Realignment.

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 anticipated impact on financial results. 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 successfully integrate businesses and assets that we may acquire; 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; 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 Annual Report on Form 10-K for the year ended December 31, 2021 filed with the SEC on February 25, 2022, our Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2022 filed with the SEC on August 9, 2022, our Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2022 filed with the SEC on November 8, 2022, and other

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subsequent filings with the SEC, including our Annual Report on Form 10-K for the year ended December 31, 2022, which we expect to file with the SEC on or before March 1, 2023. 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.

 

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Consolidated Balance Sheets

(in thousands)

(unaudited)

	December 31,
	2022				2021
Current assets:
Cash and cash equivalents	$	198,725			$	488,035
Restricted cash		2,046				3,880
Accounts receivable, net		119,986				120,995
Prepaid expenses		13,133				13,740
Assets held for sale		6,485				—
Deferred costs and other current assets		31,866				28,469
Total current assets		372,241				655,119
Property and equipment, net		8,993				12,185
Capitalized software development costs, net		27,370				22,720
Goodwill		508,781				531,163
Intangible assets, net		166,177				219,319
Restricted cash		823				843
Prepaid expenses		1,709				1,916
Deferred costs and other assets		39,570				35,750
Total assets	$	1,125,664			$	1,479,015
Current liabilities:
Accounts payable	$	10,854			$	16,002
Accrued payroll and employee related liabilities		31,175				36,725
Accrued expenses		13,566				13,884
Deferred revenue		233,106				223,579
Convertible senior notes		—				8
Liabilities held for sale		2,062				—
Other current liabilities		10,644				14,132
Total current liabilities		301,407				304,330
Long-term liabilities:
Deferred revenue, noncurrent		9,278				14,261
Convertible senior notes		500,298				665,695
Deferred tax liabilities		6,236				16,082
Other long-term liabilities		19,334				15,958
Total liabilities		836,553				1,016,326
Stockholders' equity:
Common stock		40				39
Additional paid-in capital		721,143				853,664
Accumulated deficit		(402,124	)			(388,112	)
Accumulated other comprehensive loss		(29,948	)			(2,902	)
Total stockholders' equity		289,111				462,689
Total liabilities and stockholders' equity	$	1,125,664			$	1,479,015

 

 

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Consolidated Statements of Operations and Comprehensive Loss

(in thousands, except share and per share data)

(unaudited)

	Three Months Ended								Twelve Months Ended
	December 31,								December 31,
	2022				2021				2022				2021
Revenue	$	117,130			$	102,828			$	431,892			$	368,433
Cost of revenue		34,391				30,961				134,934				114,216
Gross profit		82,739				71,867				296,958				254,217
		70.64	%			69.89	%			68.76	%			69.00	%
Operating expenses:
Sales and marketing		39,866				42,901				173,621				161,337
Research and development		20,631				20,120				95,986				81,647
General and administrative		26,579				20,352				99,365				87,482
Restructuring		5,390				—				12,169				—
Total operating expenses		92,466				83,373				381,141				330,466
Operating loss		(9,727	)			(11,506	)			(84,183	)			(76,249	)
Other income (expense), net:
Interest and investment income		2,902				74				5,697				390
Interest expense		(1,187	)			(9,942	)			(5,106	)			(35,949	)
Gain (loss) on extinguishment of debt, capped call modification and change in fair value		24,013				10,106				19,243				7,181
Other income (expense), net		(484	)			(1,474	)			777				(2,748	)
Total other income (expense), net		25,244				(1,236	)			20,611				(31,126	)
Income (loss) before income taxes		15,517				(12,742	)			(63,572	)			(107,375	)
Benefit from income taxes		644				2,234				2,398				12,579
Net income (loss)	$	16,161			$	(10,508	)		$	(61,174	)		$	(94,796	)
Net income (loss) per share attributable to common stockholders:
Basic	$	0.40			$	(0.27	)		$	(1.54	)		$	(2.50	)
Diluted	$	(0.15	)		$	(0.27	)		$	(1.76	)		$	(2.50	)
Weighted-average common shares outstanding:
Basic		39,967,553				39,009,233				39,680,440				37,962,793
Diluted		45,338,189				39,009,233				45,583,459				37,962,793
Other comprehensive income (loss):
Foreign currency translation adjustment		21,378				(1,251	)			(27,046	)			(5,712	)
Total comprehensive income (loss)	$	37,539			$	(11,759	)		$	(88,220	)		$	(100,508	)
Stock-based compensation expense included in the above:
(in thousands)
	Three Months Ended								Twelve Months Ended
	December 31,								December 31,
	2022				2021				2022				2021
Cost of revenue	$	1,350			$	587			$	5,468			$	3,678
Sales and marketing		2,765				1,002				15,917				15,936
Research and development		(1,660	)			723				9,967				8,717
General and administrative		5,463				(3,848	)			16,268				15,764
Total stock-based compensation	$	7,918			$	(1,536	)		$	47,620			$	44,095

 

 

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Consolidated Statements of Cash Flows

(in thousands)

(unaudited)

	Three Months Ended								Twelve Months Ended
	December 31,								December 31,
	2022				2021				2022				2021
Cash flows from operating activities:
Net income (loss)	$	16,161			$	(10,508	)		$	(61,174	)		$	(94,796	)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization		15,347				15,088				60,600				53,168
Amortization of deferred costs		4,886				3,975				18,251				14,373
(Gain) loss on disposal of assets		(213	)			(82	)			727				(82	)
Deferred income taxes		1,949				(1,740	)			(5,183	)			(12,972	)
Accretion of interest on convertible senior notes		1,069				9,801				4,561				35,271
(Gain) loss on extinguishment of debt, capped call modification and change in fair value		(24,013	)			(10,106	)			(19,243	)			(7,181	)
Provision for credit losses and sales reserve		1,122				2,071				410				4,750
Stock-based compensation		7,918				(1,536	)			47,620				44,095
Change in fair value of contingent consideration obligation		—				—				(57	)			(7,046	)
Payment of contingent consideration in excess of acquisition date fair value		—				—				—				(2,653	)
Other non-cash adjustments		—				(253	)			—				(240	)
Changes in operating assets and liabilities:
Accounts receivable		(29,608	)			(34,207	)			(848	)			(18,187	)
Prepaid expenses		543				(571	)			560				(478	)
Deferred costs		(6,906	)			(5,406	)			(23,063	)			(16,793	)
Other assets		(11,118	)			5,353				(3,527	)			(1,172	)
Accounts payable		(1,683	)			7,307				(4,855	)			3,772
Accrued payroll and employee related liabilities		2,783				6,499				(4,136	)			2,687
Accrued expenses		1,629				252				992				3,088
Deferred revenue		13,424				22,851				8,746				26,595
Other liabilities		11,064				1,424				(214	)			(4,006	)
Net cash provided by operating activities		4,354				10,212				20,167				22,193
Cash flows from investing activities:
Capital expenditures		(511	)			(885	)			(3,462	)			(5,055	)
Proceeds from landlord reimbursement		—				—				1,219				—
Payments for acquisition of business, net of acquired cash		(336	)			(62,405	)			(1,585	)			(262,084	)
Additions to capitalized software development costs		(3,456	)			(5,818	)			(15,065	)			(14,697	)
Net cash used in investing activities		(4,303	)			(69,108	)			(18,893	)			(281,836	)
Cash flows from financing activities:
Proceeds from issuance of convertible notes		—				—				—				375,000
Payments of debt issuance costs		—				—				—				(10,640	)
Purchase of convertible notes capped call hedge		—				—				—				(35,100	)
Repurchase of convertible notes		(288,761	)			(2	)			(288,761	)			(58,643	)
Proceeds from termination of convertible notes capped call hedge		1,312				—				1,312				10,650
Payments of contingent consideration obligation		—				—				—				(2,540	)
Payments associated with shares withheld to settle employee tax withholding liability		(2,098	)			(3,684	)			(6,306	)			(10,083	)
Proceeds from employee stock purchase plan		—				—				3,165				4,587
Proceeds from stock option exercises		45				166				144				3,113
Other		(19	)			—				(74	)			—
Net cash provided by (used in) financing activities		(289,521	)			(3,520	)			(290,520	)			276,344
Effect of exchange rates on cash, cash equivalents and restricted cash		1,391				208				(1,918	)			427
Net increase (decrease) in cash, cash equivalents and restricted cash		(288,079	)			(62,208	)			(291,164	)			17,128
Cash, cash equivalents and restricted cash—beginning of period		489,673				554,966				492,758				475,630
Cash, cash equivalents and restricted cash—end of period	$	201,594			$	492,758			$	201,594			$	492,758

 

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Reconciliation of GAAP measures to non-GAAP measures

(in thousands, except share and per share data)

(unaudited)

	Three Months Ended								Twelve Months Ended
	December 31,								December 31,
	2022				2021				2022				2021
Cost of revenue	$	34,391			$	30,961			$	134,934			$	114,216
Amortization of acquired intangibles		(2,602	)			(3,336	)			(11,657	)			(12,109	)
Stock-based compensation		(1,350	)			(587	)			(5,468	)			(3,678	)
2022 Strategic Realignment		(259	)			—				(953	)			—
Non-GAAP cost of revenue	$	30,180			$	27,038			$	116,856			$	98,429
Gross profit	$	82,739			$	71,867			$	296,958			$	254,217
Amortization of acquired intangibles		2,602				3,336				11,657				12,109
Stock-based compensation		1,350				587				5,468				3,678
2022 Strategic Realignment		259				—				953				—
Non-GAAP gross profit	$	86,950			$	75,790			$	315,036			$	270,004
Non-GAAP gross margin		74.2	%			73.7	%			72.9	%			73.3	%
Sales and marketing	$	39,866			$	42,901			$	173,621			$	161,337
Stock-based compensation		(2,765	)