View:
United States securities and exchange commission logo
April 27, 2023
Patrick Brickley
Chief Financial Officer
Everbridge, Inc.
25 Corporate Drive, Suite 400
Burlington, MA 01803
Re: Everbridge, Inc.
Form 10-K for the
Fiscal Year Ended December 31, 2022
Filed February 24,
2023
File No. 001-37874
Dear Patrick Brickley:
We have reviewed your filing and have the following comments. In
some of our
comments, we may ask you to provide us with information so we may better
understand your
disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to these comments, we may have additional comments.
Form 10-K for the Fiscal Year Ended December 31, 2022
Additional Supplemental Non-GAAP Financial Measures, page 75
1. We note your Additional
Supplemental Non-GAAP Financial Measures, specifically the
reconciliation table of
your GAAP to non-GAAP financial measures for the years ended
December 31, 2022
through 2020. The reconciliation table appears to include most of the
major captions of the
consolidated statements of operations, which gives undue
prominence to your
Non-GAAP financial measures. Please revise your presentation to
comply with Question
102.10(c) of the Compliance and Disclosure Interpretations on
Non-GAAP Financial
Measures. This comment also applies to the Reconciliation of
GAAP measures to
non-GAAP measures presented in the earnings release furnished with
your Item 2.02 Form 8-K
filed on February 22, 2023.
2. We also note you
disclose Non-GAAP gross margin, a non-GAAP financial measure,
without its most
directly comparable GAAP financial measure, which is a GAAP gross
profit margin. Please
revise to disclose the most directly comparable GAAP financial
Patrick Brickley
Everbridge, Inc.
April 27, 2023
Page 2
measure with equal or greater prominence. This comment also applies to
the Non-GAAP
gross margin presented in the earnings release furnished with your
Item 2.02 Form 8-K
filed on February 22, 2023. Refer to Question 102.10(a) of the
Compliance and Disclosure
Interpretations on Non-GAAP Financial Measures and Item 10(e)(1)(i)(A)
of Regulation
S-K.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
You may contact Joseph Cascarano, Senior Staff Accountant, at (202)
551-3376 or
Robert S. Littlepage, Accountant Branch Chief, at (202) 551-3361 with any
questions.
FirstName LastNamePatrick Brickley Sincerely,
Comapany NameEverbridge, Inc.
Division of
Corporation Finance
April 27, 2023 Page 2 Office of
Technology
FirstName LastName