UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
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(Address of principal executive offices) |
(Zip Code) |
Registrant’s telephone number, including area code: (
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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:
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Title of each class
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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 24, 2022, Everbridge, Inc. (the “Company”) issued a press release announcing its financial results for the quarter and year ended December 31, 2021. 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.
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Item 7.01 |
Regulation FD Disclosure. |
On February 24, 2022, the Company issued a press release announcing its financial results for the quarter and year ended December 31, 2021.
The information included in Item 7.01 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 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.
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Item 9.01 |
Financial Statements and Exhibits. |
(d) Exhibits
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Exhibit No.
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Description
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99.1 |
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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.
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Everbridge, Inc. |
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Dated: February 24, 2022 |
By: |
/s/ Elliot J. Mark |
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Elliot J. Mark |
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Senior Vice President, General Counsel and Secretary |
Everbridge Announces Fourth Quarter and Full Year 2021 Financial Results
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• |
Continued Penetration of Critical Event Management Opportunity Enables Full Year 2021 Revenue Increase of 36% Year-over-Year |
Burlington, Mass – February 24, 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 fourth quarter and full year ended December 31, 2021.
“We exceeded our fourth quarter and full year 2021 guidance, driven by the continued success of our strategic CEM and Population Warning solutions,” said Vernon Irvin, co-Chief Executive Officer and Chief Revenue Officer of Everbridge. “We are taking decisive actions to streamline, integrate and reduce complexity in our key offerings, which we expect to drive sustainable growth in the years ahead.”
Patrick Brickley, co-Chief Executive Officer and Chief Financial Officer of Everbridge, added, “In addition to enabling us to drive attractive, sustainable growth, by focusing our efforts on our greatest assets – our CEM and Public Warning platforms – we believe we can achieve meaningful increases in profitability and cash flow in 2022 and beyond.”
Fourth Quarter 2021 Financial Highlights
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Total revenue was $102.8 million, an increase of 36% compared to $75.6 million for the fourth quarter of 2020. |
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GAAP operating loss was $(11.5) million, compared to a GAAP operating loss of $(18.3) million for the fourth quarter of 2020. |
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Non-GAAP operating loss was $(1.4) million, compared to non-GAAP operating income of $1.3 million for the fourth quarter of 2020. |
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GAAP net loss was $(10.5) million, compared to $(24.6) million for the fourth quarter of 2020. GAAP net loss per share was $(0.27), based on 39.0 million basic and diluted weighted average common shares outstanding, compared to $(0.70) for the fourth quarter of 2020, based on 35.1 million basic and diluted weighted average common shares outstanding. |
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Non-GAAP net loss was $(2.1) million, compared to non-GAAP net income of $0.6 million in the fourth quarter of 2020. Non-GAAP diluted net loss per share was $(0.05), based on 39.0 million diluted weighted average common shares outstanding, compared to non-GAAP net income per share of $0.02 for the fourth quarter of 2020, based on 36.1 million diluted weighted average common shares outstanding. |
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Adjusted EBITDA was $0.6 million, compared to $4.1 million in the fourth quarter of 2020. |
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Cash flow from operations was an inflow of $10.2 million, compared to an inflow of $19.4 million for the fourth quarter of 2020. |
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Free cash flow was an inflow of $3.5 million compared to an inflow of $15.9 million for the fourth quarter of 2020. |
Full Year 2021 Financial Highlights
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Total revenue was $368.4 million, an increase of 36% compared to $271.1 million for 2020. |
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GAAP operating loss was $(76.2) million, compared to a GAAP operating loss of $(72.2) million for 2020. |
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Non-GAAP operating income was $1.3 million, compared to non-GAAP operating loss of $(1.7) million for 2020. |
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GAAP net loss was $(94.8) million, compared to $(93.4) million for 2020. GAAP net loss per share was $(2.50), based on 38.0 million basic and diluted weighted average common shares outstanding, compared to $(2.70) for 2020, based on 34.6 million basic and diluted weighted average common shares outstanding. |
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Non-GAAP net income was $9.5 million, compared to non-GAAP net loss of $(0.9) million in 2020. Non-GAAP diluted net income per share was $0.21, based on 45.0 million diluted weighted average common shares outstanding, compared to non-GAAP net loss per share of $(0.03) for 2020, based on 34.6 million diluted weighted average common shares outstanding. |
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Adjusted EBITDA was $11.2 million, compared to $8.0 million in 2020. |
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Cash flow from operations was an inflow of $22.2 million compared to an inflow of $15.8 million for 2020. |
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Free cash flow was $2.4 million compared to $2.9 million for 2020. |
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Cash, cash equivalents, and restricted cash as of December 31, 2021 totaled $492.8 million, compared to $475.6 million as of December 31, 2020. |
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Total deferred revenue increased 40% to $237.8 million as of December 31, 2021 from $170.1 million as of December 31, 2020. |
Recent Business Highlights
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Ended the fourth quarter with 6,135 global customers, up from 5,613 at the end of the fourth quarter of 2020. |
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In 2021, Everbridge customers used its software-as-a-service (SaaS) platform to send 6.9 billion interactions, an increase of 37% compared to 5.1 billion interactions in 2020. |
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Announced first-of-its-kind collaborations with leading insurance brokerage firms Brown & Brown and Howden to combine public safety technology with property and casualty insurance and parametric insurance offerings, respectively. |
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Acquired Anvil for a purchase price of $161.4 million in cash and stock. The combination of the two companies’ technologies and teams creates a next-generation Travel Risk Management (TRM) solution with medical and security assistance and a 24/7 response center, for business, healthcare and government organizations to meet or exceed the International Organization for Standardization ISO 31030 guidance. |
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Named Patrick Brickley and Vernon Irvin as interim co-CEOs and added David Henshall, former CEO of Citrix, as Vice Chairman of the Board of Directors. |
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Appointed veteran sales and customer relationship executive, Stefica Divkovic, as Senior Vice President of EMEA, leading the company’s enterprise resilience and countrywide population alerting businesses across the region. |
Financial Outlook
Based on information available as of today, Everbridge is issuing guidance for the first quarter and full year 2022 as indicated below.
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First Quarter 2022 |
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Full Year 2022 |
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Revenue |
$ |
98.8 |
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to |
$ |
99.0 |
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$ |
426.0 |
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to |
$ |
432.0 |
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Revenue growth |
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20 |
% |
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20 |
% |
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15 |
% |
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17 |
% |
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GAAP net loss |
$ |
(45.4 |
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$ |
(45.0 |
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$ |
(141.0 |
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$ |
(139.0 |
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GAAP net loss per share |
$ |
(1.15 |
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$ |
(1.14 |
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$ |
(3.55 |
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$ |
(3.50 |
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Non-GAAP net income (loss) |
$ |
(7.1 |
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$ |
(6.7 |
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$ |
10.2 |
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$ |
12.2 |
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Non-GAAP net income (loss) per share |
$ |
(0.18 |
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$ |
(0.17 |
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$ |
0.22 |
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$ |
0.26 |
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Adjusted EBITDA |
$ |
(1.9 |
) |
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$ |
(1.5 |
) |
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$ |
33.0 |
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$ |
35.0 |
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(All figures in millions, except per share data)
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Everbridge Fourth Quarter and Full Year 2021 Financial Results Conference Call |
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Thursday, February 24, 2022 |
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Time: |
4:30 p.m. ET |
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Live Call: |
(833) 685-0904, domestic |
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(412) 317-5740, international |
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Replay: |
(877) 344-7529, passcode 4107905, domestic |
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(412) 317-0088, passcode 4107905, international |
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Webcast (live & replay): |
https://edge.media-server.com/mmc/p/xoprwq2c |
About Everbridge, Inc.
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 Businesses 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 or other incidents such as product recalls or supply-chain interruptions, over 6,000 global customers 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 devices, and track progress on executing response plans. Everbridge serves 8 of the 10 largest U.S. cities, 9 of the 10 largest U.S.-based investment banks, 47 of the 50 busiest North American airports, 9 of the 10 largest global consulting firms, 8 of the 10 largest global automakers, 9 of the 10 largest U.S.-based health care providers, and 7 of the 10
largest technology companies in the world. Everbridge is based in Boston with additional offices in 25 cities around the globe. 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 and gain/(loss) on extinguishment of debt and capped call modification. 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 first 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 Annual Report on Form 10-K for the year ended December 31, 2020 filed with the SEC on February 26, 2021. 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)
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December 31, |
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|||||
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2021 |
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2020 |
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Current assets: |
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Cash and cash equivalents |
$ |
488,035 |
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$ |
467,171 |
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Restricted cash |
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3,880 |
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|
4,667 |
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Accounts receivable, net |
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120,995 |
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|
94,376 |
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Prepaid expenses |
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13,740 |
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|
11,774 |
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Deferred costs and other current assets |
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28,469 |
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|
20,464 |
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Total current assets |
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655,119 |
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|
598,452 |
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Property and equipment, net |
|
12,185 |
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|
7,774 |
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Capitalized software development costs, net |
|
22,720 |
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|
16,329 |
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Goodwill |
|
531,163 |
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|
|
187,411 |
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Intangible assets, net |
|
219,319 |
|
|
|
113,762 |
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Restricted cash |
|
843 |
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|
|
3,792 |
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Prepaid expenses |
|
1,916 |
|
|
|
1,943 |
|
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Deferred costs and other assets |
|
35,750 |
|
|
|
31,481 |
|
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Total assets |
$ |
1,479,015 |
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|
$ |
960,944 |
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Current liabilities: |
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|
|
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|
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Accounts payable |
$ |
16,002 |
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|
$ |
9,698 |
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Accrued payroll and employee related liabilities |
|
36,725 |
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|
|
27,674 |
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Accrued expenses |
|
13,884 |
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|
|
7,246 |
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Deferred revenue |
|
223,579 |
|
|
|
165,389 |
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Convertible senior notes |
|
8 |
|
|
|
— |
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Contingent consideration liabilities |
|
59 |
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|
|
10,619 |
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Other current liabilities |
|
14,073 |
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|
|
15,602 |
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Total current liabilities |
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304,330 |
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|
236,228 |
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Long-term liabilities: |
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Deferred revenue, noncurrent |
|
14,261 |
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|
|
4,738 |
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Convertible senior notes |
|
665,695 |
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|
441,514 |
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Deferred tax liabilities |
|
16,082 |
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|
10,065 |
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Other long-term liabilities |
|
15,958 |
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|
16,094 |
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Total liabilities |
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1,016,326 |
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|
708,639 |
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Stockholders' equity: |
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Common stock |
|
39 |
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|
35 |
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Additional paid-in capital |
|
853,664 |
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|
|
542,776 |
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Accumulated deficit |
|
(388,112 |
) |
|
|
(293,316 |
) |
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Accumulated other comprehensive income (loss) |
|
(2,902 |
) |
|
|
2,810 |
|
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Total stockholders' equity |
|
462,689 |
|
|
|
252,305 |
|
|
Total liabilities and stockholders' equity |
$ |
1,479,015 |
|
|
$ |
960,944 |
|
Consolidated Statements of Operations and Comprehensive Loss
(in thousands, except share and per share data)
(unaudited)
|
|
Three Months Ended |
|
|
Twelve Months Ended |
|
||||||||||
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December 31, |
|
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December 31, |
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||||||||||
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|
2021 |
|
|
2020 |
|
|
2021 |
|
|
2020 |
|
||||
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Revenue |
$ |
102,828 |
|
|
$ |
75,608 |
|
|
$ |
368,433 |
|
|
$ |
271,141 |
|
|
Cost of revenue |
|
30,961 |
|
|
|
21,831 |
|
|
|
114,216 |
|
|
|
83,028 |
|
|
Gross profit |
|
71,867 |
|
|
|
53,777 |
|
|
|
254,217 |
|
|
|
188,113 |
|
|
|
|
69.89 |
% |
|
|
71.13 |
% |
|
|
69.00 |
% |
|
|
69.38 |
% |
|
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales and marketing |
|
42,901 |
|
|
|
33,606 |
|
|
|
161,337 |
|
|
|
123,330 |
|
|
Research and development |
|
20,120 |
|
|
|
16,455 |
|
|
|
81,647 |
|
|
|
62,512 |
|
|
General and administrative |
|
20,352 |
|
|
|
22,009 |
|
|
|
87,482 |
|
|
|
74,485 |
|
|
Total operating expenses |
|
83,373 |
|
|
|
72,070 |
|
|
|
330,466 |
|
|
|
260,327 |
|
|
Operating loss |
|
(11,506 |
) |
|
|
(18,293 |
) |
|
|
(76,249 |
) |
|
|
(72,214 |
) |
|
Other expense, net: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest and investment income |
|
74 |
|
|
|
92 |
|
|
|
390 |
|
|
|
2,007 |
|
|
Interest expense |
|
(9,942 |
) |
|
|
(6,107 |
) |
|
|
(35,949 |
) |
|
|
(24,089 |
) |
|
Gain (loss) on extinguishment of debt and capped call modification |
|
10,106 |
|
|
|
(402 |
) |
|
|
7,181 |
|
|
|
(446 |
) |
|
Other expense, net |
|
(1,474 |
) |
|
|
(211 |
) |
|
|
(2,748 |
) |
|
|
(921 |
) |
|
Total other expense, net |
|
(1,236 |
) |
|
|
(6,628 |
) |
|
|
(31,126 |
) |
|
|
(23,449 |
) |
|
Loss before income taxes |
|
(12,742 |
) |
|
|
(24,921 |
) |
|
|
(107,375 |
) |
|
|
(95,663 |
) |
|
Benefit from income taxes |
|
2,234 |
|
|
|
335 |
|
|
|
12,579 |
|
|
|
2,267 |
|
|
Net loss |
$ |
(10,508 |
) |
|
$ |
(24,586 |
) |
|
$ |
(94,796 |
) |
|
$ |
(93,396 |
) |
|
Net loss per share attributable to common stockholders: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
$ |
(0.27 |
) |
|
$ |
(0.70 |
) |
|
$ |
(2.50 |
) |
|
$ |
(2.70 |
) |
|
Diluted |
$ |
(0.27 |
) |
|
$ |
(0.70 |
) |
|
$ |
(2.50 |
) |
|
$ |
(2.70 |
) |
|
Weighted-average common shares outstanding: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
39,009,233 |
|
|
|
35,100,789 |
|
|
|
37,962,793 |
|
|
|
34,581,144 |
|
|
Diluted |
|
39,009,233 |
|
|
|
35,100,789 |
|
|
|
37,962,793 |
|
|
|
34,581,144 |
|
|
Other comprehensive income (loss): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency translation adjustment |
|
(1,251 |
) |
|
|
9,279 |
|
|
|
(5,712 |
) |
|
|
8,557 |
|
|
Total comprehensive loss |
$ |
(11,759 |
) |
|
$ |
(15,307 |
) |
|
$ |
(100,508 |
) |
|
$ |
(84,839 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock-based compensation expense included in the above: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in thousands) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
Twelve Months Ended |
|
||||||||||
|
|
December 31, |
|
|
December 31, |
|
||||||||||
|
|
2021 |
|
|
2020 |
|
|
2021 |
|
|
2020 |
|
||||
|
Cost of revenue |
$ |
591 |
|
|
$ |
801 |
|
|
$ |
3,669 |
|
|
$ |
2,954 |
|
|
Sales and marketing |
|
1,084 |
|
|
|
4,026 |
|
|
|
16,152 |
|
|
|
15,946 |
|
|
Research and development |
|
601 |
|
|
|
1,960 |
|
|
|
8,297 |
|
|
|
8,703 |
|
|
General and administrative |
|
(3,812 |
) |
|
|
5,029 |
|
|
|
15,977 |
|
|
|
19,152 |
|
|
Total stock-based compensation |
$ |
(1,536 |
) |
|
$ |
11,816 |
|
|
$ |
44,095 |
|
|
$ |
46,755 |
|
Consolidated Statements of Cash Flows
(in thousands)
(unaudited)
|
|
Three Months Ended |
|
|
Twelve Months Ended |
|
||||||||||
|
|
December 31, |
|
|
December 31, |
|
||||||||||
|
|
2021 |
|
|
2020 |
|
|
2021 |
|
|
2020 |
|
||||
|
Cash flows from operating activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss |
$ |
(10,508 |
) |
|
$ |
(24,586 |
) |
|
$ |
(94,796 |
) |
|
$ |
(93,396 |
) |
|
Adjustments to reconcile net loss to net cash provided by operating activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization |
|
15,088 |
|
|
|
8,643 |
|
|
|
53,168 |
|
|
|
30,759 |
|
|
Amortization of deferred costs |
|
3,975 |
|
|
|
3,457 |
|
|
|
14,373 |
|
|
|
12,609 |
|
|
Deferred income taxes |
|
(1,740 |
) |
|
|
(1,168 |
) |
|
|
(12,972 |
) |
|
|
(3,478 |
) |
|
Accretion of interest on convertible senior notes |
|
9,801 |
|
|
|
5,634 |
|
|
|
35,271 |
|
|
|
22,161 |
|
|
(Gain) loss on extinguishment of debt and capped call modification |
|
(10,106 |
) |
|
|
402 |
|
|
|
(7,181 |
) |
|
|
446 |
|
|
Provision for credit losses and sales reserve |
|
2,071 |
|
|
|
1,629 |
|
|
|
4,750 |
|
|
|
3,071 |
|
|
Stock-based compensation |
|
(1,536 |
) |
|
|
11,816 |
|
|
|
44,095 |
|
|
|
46,755 |
|
|
Change in fair value of contingent consideration obligation |
|
— |
|
|
|
2,165 |
|
|
|
(7,046 |
) |
|
|
3,665 |
|
|
Payment of contingent consideration in excess of acquisition date fair value |
|
— |
|
|
|
— |
|
|
|
(2,653 |
) |
|
|
— |
|
|
Other non-cash adjustments |
|
(335 |
) |
|
|
159 |
|
|
|
(322 |
) |
|
|
78 |
|
|
Changes in operating assets and liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts receivable |
|
(34,207 |
) |
|
|
(14,685 |
) |
|
|
(18,187 |
) |
|
|
(22,614 |
) |
|
Prepaid expenses |
|
(571 |
) |
|
|
769 |
|
|
|
(478 |
) |
|
|
(3,983 |
) |
|
Deferred costs |
|
(5,406 |
) |
|
|
(6,902 |
) |
|
|
(16,793 |
) |
|
|
(18,902 |
) |
|
Other assets |
|
5,353 |
|
|
|
3,394 |
|
|
|
(1,172 |
) |
|
|
146 |
|
|
Accounts payable |
|
7,307 |
|
|
|
(739 |
) |
|
|
3,772 |
|
|
|
1,547 |
|
|
Accrued payroll and employee related liabilities |
|
6,499 |
|
|
|
(466 |
) |
|
|
2,687 |
|
|
|
3,499 |
|
|
Accrued expenses |
|
252 |
|
|
|
1,058 |
|
|
|
3,088 |
|
|
|
1,057 |
|
|
Deferred revenue |
|
22,851 |
|
|
|
23,857 |
|
|
|
26,595 |
|
|
|
24,964 |
|
|
Other liabilities |
|
1,424 |
|
|
|
4,962 |
|
|
|
(4,006 |
) |
|
|
7,419 |
|
|
Net cash provided by operating activities |
|
10,212 |
|
|
|
19,399 |
|
|
|
22,193 |
|
|
|
15,803 |
|
|
Cash flows from investing activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital expenditures |
|
(885 |
) |
|
|
(1,135 |
) |
|
|
(5,055 |
) |
|
|
(3,257 |
) |
|
Payments for acquisition of business, net of acquired cash |
|
(62,405 |
) |
|
|
(381 |
) |
|
|
(262,084 |
) |
|
|
(55,138 |
) |
|
Purchase of intangibles |
|
— |
|
|
|
(17,139 |
) |
|
|
— |
|
|
|
(17,139 |
) |
|
Additions to capitalized software development costs |
|
(5,818 |
) |
|
|
(2,355 |
) |
|
|
(14,697 |
) |
|
|
(9,651 |
) |
|
Net cash used in investing activities |
|
(69,108 |
) |
|
|
(21,010 |
) |
|
|
(281,836 |
) |
|
|
(85,185 |
) |
|
Cash flows from financing activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds from issuance of convertible notes |
|
— |
|
|
|
— |
|
|
|
375,000 |
|
|
|
— |
|
|
Payments of debt issuance costs |
|
— |
|
|
|
— |
|
|
|
(10,640 |
) |
|
|
(131 |
) |
|
Purchase of convertible notes capped call hedge |
|
— |
|
|
|
— |
|
|
|
(35,100 |
) |
|
|
— |
|
|
Repurchase of convertible notes |
|
(2 |
) |
|
|
— |
|
|
|
(58,643 |
) |
|
|
— |
|
|
Proceeds from termination of convertible notes capped call hedge |
|
— |
|
|
|
— |
|
|
|
10,650 |
|
|
|
— |
|
|
Payments of contingent consideration |
|
— |
|
|
|
— |
|
|
|
(2,540 |
) |
|
|
— |
|
|
Shares withheld to settle employee tax withholding liability |
|
(3,684 |
) |
|
|
(2,095 |
) |
|
|
(10,083 |
) |
|
|
(6,364 |
) |
|
Proceeds from employee stock purchase plan |
|
— |
|
|
|
— |
|
|
|
4,587 |
|
|
|
3,389 |
|
|
Proceeds from stock option exercises |
|
166 |
|
|
|
1,396 |
|
|
|
3,113 |
|
|
|
8,160 |
|
|
Net cash provided by (used in) financing activities |
|
(3,520 |
) |
|
|
(699 |
) |
|
|
276,344 |
|
|
|
5,054 |
|
|
Effect of exchange rates on cash, cash equivalents and restricted cash |
|
208 |
|
|
|
707 |
|
|
|
427 |
|
|
|
296 |
|
|
Net increase (decrease) in cash, cash equivalents and restricted cash |
|
(62,208 |
) |
|
|
(1,603 |
) |
|
|
17,128 |
|
|
|
(64,032 |
) |
|
Cash, cash equivalents and restricted cash—beginning of period |
|
554,966 |
|
|
|
477,233 |
|
|
|
475,630 |
|
|
|
539,662 |
|
|
Cash, cash equivalents and restricted cash—end of period |
$ |
492,758 |
|
|
$ |
475,630 |
|
|
$ |
492,758 |
|
|
$ |
475,630 |
|
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, |
|
||||||||||
|
|
2021 |
|
|
2020 |
|
|
2021 |
|
|
2020 |
|
||||
|
Cost of revenue |
$ |
30,961 |
|
|
$ |
21,831 |
|
|
$ |
114,216 |
|
|
$ |
83,028 |
|
|
Amortization of acquired intangibles |
|
(3,336 |
) |
|
|
(1,135 |
) |
|
|
(12,109 |
) |
|
|
(4,157 |
) |
|
Stock-based compensation |
|
(591 |
) |
|
|
(801 |
) |
|
|
(3,669 |
) |
|
|
(2,954 |
) |
|
Non-GAAP cost of revenue |
$ |
27,034 |
|
|
$ |
19,895 |
|
|
$ |
98,438 |
|
|
$ |
75,917 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit |
$ |
71,867 |
|
|
$ |
53,777 |
|
|
$ |
254,217 |
|
|
$ |
188,113 |
|
|
Amortization of acquired intangibles |
|
3,336 |
|
|
|
1,135 |
|
|
|
12,109 |
|
|
|
4,157 |
|
|
Stock-based compensation |
|
591 |
|
|
|
801 |
|
|
|
3,669 |
|
|
|
2,954 |
|
|
Non-GAAP gross profit |
$ |
75,794 |
|
|
$ |
55,713 |
|
|
$ |
269,995 |
|
|
$ |
195,224 |
|
|
Non-GAAP gross margin |
|
73.7 |
% |
|
|
73.7 |
% |
|
|
73.3 |
% |
|
|
72.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales and marketing |
$ |
42,901 |
|
|
$ |
33,606 |
|
|
$ |
161,337 |
|
|
$ |
123,330 |
|
|
Stock-based compensation |
|
(1,084 |
) |
|
|
(4,026 |
) |
|
|
(16,152 |
) |
|
|
(15,946 |
) |
|
Non-GAAP sales and marketing |
$ |
41,817 |
|
|
$ |
29,580 |
|
|
$ |
145,185 |
|
|
$ |
107,384 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Research and development |
$ |
20,120 |
|
|
$ |
16,455 |
|
|
$ |
81,647 |
|
|
$ |
62,512 |
|
|
Stock-based compensation |
|
(601 |
) |
|
|
(1,960 |
) |
|
|
(8,297 |
) |
|
|
(8,703 |
) |
|
Non-GAAP research and development |
$ |
19,519 |
|
|
$ |
14,495 |
|
|
$ |
73,350 |
|
|
$ |
53,809 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
General and administrative |
$ |
20,352 |
|
|
$ |
22,009 |
|
|
$ |
87,482 |
|
|
$ |
74,485 |
|
|
Amortization of acquired intangibles |
|
(8,299 |
) |
|
|
(4,478 |
) |
|
|
(28,350 |
) |
|
|
(15,979 |
) |
|
Change in fair value of contingent consideration |
|
— |
|
|
|
(2,165 |
) |
|
|
7,046 |
|
|
|
(3,665 |
) |
|
Stock-based compensation |
|
3,812 |
|
|
|
(5,029 |
) |
|
|
(15,977 |
) |
|
|
(19,152 |
) |
|
Non-GAAP general and administrative |
$ |
15,865 |
|
|
$ |
10,337 |
|
|
$ |
50,201 |
|
|
$ |
35,689 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total operating expenses |
$ |
83,373 |
|
|
$ |
72,070 |
|
|
$ |
330,466 |
|
|
$ |
260,327 |
|
|
Amortization of acquired intangibles |
|
(8,299 |
) |
|
|
(4,478 |
) |
|
|
(28,350 |
) |
|
|
(15,979 |
) |
|
Change in fair value of contingent consideration |
|
— |
|
|
|
(2,165 |
) |
|
|
7,046 |
|
|
|
(3,665 |
) |
|
Stock-based compensation |
|
2,127 |
|
|
|
(11,015 |
) |
|
|
(40,426 |
) |
|
|
(43,801 |
) |
|
Non-GAAP operating expenses |
$ |
77,201 |
|
|
$ |
54,412 |
|
|
$ |
268,736 |
|
|
$ |
196,882 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating loss |
$ |
(11,506 |
) |
|
$ |
(18,293 |
) |
|
$ |
(76,249 |
) |
|
$ |
(72,214 |
) |
|
Amortization of acquired intangibles |
|
11,635 |
|
|
|
5,613 |
|
|
|
40,459 |
|
|
|
20,136 |
|
|
Change in fair value of contingent consideration |
|
— |
|
|
|
2,165 |
|
|
|
(7,046 |
) |
|
|
3,665 |
|
|
Stock-based compensation |
|
(1,536 |
) |
|
|
11,816 |
|
|
|
44,095 |
|
|
|
46,755 |
|
|
Non-GAAP operating income (loss) |
$ |
(1,407 |
) |
|
$ |
1,301 |
|
|
$ |
1,259 |
|
|
$ |
(1,658 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss |
$ |
(10,508 |
) |
|
$ |
(24,586 |
) |
|
$ |
(94,796 |
) |
|
$ |
(93,396 |
) |
|
Amortization of acquired intangibles |
|
11,635 |
|
|
|
5,613 |
|
|
|
40,459 |
|
|
|
20,136 |
|
|
Change in fair value of contingent consideration |
|
— |
|
|
|
2,165 |
|
|
|
(7,046 |
) |
|
|
3,665 |
|
|
Stock-based compensation |
|
(1,536 |
) |
|
|
11,816 |
|
|
|
44,095 |
|
|
|
46,755 |
|
|
Accretion of interest on convertible senior notes |
|
9,801 |
|
|
|
5,634 |
|
|
|
35,271 |
|
|
|
22,161 |
|
|
(Gain) loss on extinguishment of debt and capped call modification |
|
(10,106 |
) |
|
|
402 |
|
|
|
(7,181 |
) |
|
|
446 |
|
|
Income tax adjustments |
|
(1,348 |
) |
|
|
(442 |
) |
|
|
(1,278 |
) |
|
|
(669 |
) |
|
Non-GAAP net income (loss) |
$ |
(2,062 |
) |
|
$ |
602 |
|
|
$ |
9,524 |
|
|
$ |
(902 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-GAAP net income (loss) per share: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
$ |
(0.05 |
) |
|
$ |
0.02 |
|
|
$ |
0.25 |
|
|
$ |
(0.03 |
) |
|
Diluted |
$ |
(0.05 |
) |
|
$ |
0.02 |
|
|
$ |
0.21 |
|
|
$ |
(0.03 |
) |
|
Weighted-average common shares outstanding: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
39,009,233 |
|
|
|
35,100,789 |
|
|
|
37,962,793 |
|
|
|
34,581,144 |
|
|
Diluted |
|
39,009,233 |
|
|
|
36,075,177 |
|
|
|
45,001,908 |
|
|
|
34,581,144 |
|
Reconciliation of GAAP measures to non-GAAP measures (Continued)
(in thousands)
(unaudited)
|
|
Three Months Ended |
|
|
Twelve Months Ended |
|
||||||||||
|
|
December 31, |
|
|
December 31, |
|
||||||||||
|
|
2021 |
|
|
2020 |
|
|
2021 |
|
|
2020 |
|
||||
|
Net loss |
$ |
(10,508 |
) |
|
$ |
(24,586 |
) |
|
$ |
(94,796 |
) |
|
$ |
(93,396 |
) |
|
Interest and investment expense, net |
|
9,868 |
|
|
|
6,015 |
|
|
|
35,559 |
|
|
|
22,082 |
|
|
Benefit from income taxes |
|
(2,234 |
) |
|
|
(335 |
) |
|
|
(12,579 |
) |
|
|
(2,267 |
) |
|
Depreciation and amortization |
|
15,088 |
|
|
|
8,643 |
|
|
|
53,168 |
|
|
|
30,759 |
|
|
EBITDA |
|
12,214 |
|
|
|
(10,263 |
) |
|
|
(18,648 |
) |
|
|
(42,822 |
) |
|
(Gain) loss on extinguishment of debt and capped call modification |
|
(10,106 |
) |
|
|
402 |
|
|
|
(7,181 |
) |
|
|
446 |
|
|
Change in fair value of contingent consideration |
|
— |
|
|
|
2,165 |
|
|
|
(7,046 |
) |
|
|
3,665 |
|
|
Stock-based compensation |
|
(1,536 |
) |
|
|
11,816 |
|
|
|
44,095 |
|
|
|
46,755 |
|
|
Adjusted EBITDA |
$ |
572 |
|
|
$ |
4,120 |
|
|
$ |
11,220 |
|
|
$ |
8,044 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by operating activities |
$ |
10,212 |
|
|
$ |
19,399 |
|
|
$ |
22,193 |
|
|
$ |
15,803 |
|
|
Capital expenditures |
|
(885 |
) |
|
|
(1,135 |
) |
|
|
(5,055 |
) |
|
|
(3,257 |
) |
|
Capitalized software development costs |
|
(5,818 |
) |
|
|
(2,355 |
) |
|
|
(14,697 |
) |
|
|
(9,651 |
) |
|
Free cash flow |
$ |
3,509 |
|
|
$ |
15,909 |
|
|
$ |
2,441 |
|
|
$ |
2,895 |
|
Remaining Performance Obligations as of December 31, 2021
(in millions)
|
|
Remaining Performance Obligations |
|
|
Remaining Performance Obligations Next Twelve Months |
|
||
|
Subscription and other contracts |
$ |
425 |
|
|
$ |
264 |
|
|
Professional services contracts |
|
16 |
|
|
|
13 |
|
Financial Outlook
(in millions, except share and per share data)
|
|
Three Months Ended |
|
|
Year Ended |
|
||||||||||
|
|
March 31, 2022 |
|
|
December 31, 2022 |
|
||||||||||
|
|
Low End |
|
|
High End |
|
|
Low End |
|
|
High End |
|
||||
|
Net loss |
$ |
(45.4 |
) |
|
$ |
(45.0 |
) |
|
$ |
(141.0 |
) |
|
$ |
(139.0 |
) |
|
Amortization of acquired intangibles |
|
13.0 |
|
|
|
13.0 |
|
|
|
51.0 |
|
|
|
51.0 |
|
|
Accretion of interest on convertible senior notes |
|
1.3 |
|
|
|
1.3 |
|
|
|
5.2 |
|
|
|
5.2 |
|
|
Stock-based compensation |
|
24.0 |
|
|
|
24.0 |
|
|
|
95.0 |
|
|
|
95.0 |
|
|
Non-GAAP net income (loss) |
$ |
(7.1 |
) |
|
$ |
(6.7 |
) |
|
$ |
10.2 |
|
|
$ |
12.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average common shares outstanding: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
39,400,000 |
|
|
|
39,400,000 |
|
|
|
39,700,000 |
|
|
|
39,700,000 |
|
|
Diluted |
|
39,400,000 |
|
|
|
39,400,000 |
|
|
|
47,000,000 |
|
|
|
47,000,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss per share |
$ |
(1.15 |
) |
|
$ |
(1.14 |
) |
|
$ |
(3.55 |
) |
|
$ |
(3.50 |
) |
|
Non-GAAP net income (loss) per share |
$ |
(0.18 |
) |
|
$ |
(0.17 |
) |
|
$ |
0.22 |
|
|
$ |
0.26 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss |
$ |
(45.4 |
) |
|
$ |
(45.0 |
) |
|
$ |
(141.0 |
) |
|
$ |
(139.0 |
) |
|
Interest expense, net |
|
1.5 |
|
|
|
1.5 |
|
|
|
6.0 |
|
|
|
6.0 |
|
|
Income taxes, net |
|
1.0 |
|
|
|
1.0 |
|
|
|
6.0 |
|
|
|
6.0 |
|
|
Depreciation and amortization |
|
17.0 |
|
|
|
17.0 |
|
|
|
67.0 |
|
|
|
67.0 |
|
|
EBITDA |
|
(25.9 |
) |
|
|
(25.5 |
) |
|
|
(62.0 |
) |
|
|
(60.0 |
) |
|
Stock-based compensation |
|
24.0 |
|
|
|
24.0 |
|
|
|
95.0 |
|
|
|
95.0 |
|
|
Adjusted EBITDA |
$ |
(1.9 |
) |
|
$ |
(1.5 |
) |
|
$ |
33.0 |
|
|
$ |
35.0 |
|
Everbridge Contacts:
Garo Toomajanian
ICR for Everbridge
ir@everbridge.com
818-230-9712
Media:
Jeff Young
Media Relations
jeff.young@everbridge.com
781-859-4116
Source: Everbridge, Inc.
Document and Entity Information |
Feb. 24, 2022 |
|---|---|
| Cover [Abstract] | |
| Amendment Flag | false |
| Entity Central Index Key | 0001437352 |
| Document Type | 8-K |
| Document Period End Date | Feb. 24, 2022 |
| Entity Registrant Name | Everbridge, Inc. |
| Entity Incorporation State Country Code | DE |
| Entity File Number | 001-37874 |
| Entity Tax Identification Number | 26-2919312 |
| Entity Address, Address Line One | 25 Corporate Drive |
| Entity Address, Address Line Two | Suite 400 |
| Entity Address, City or Town | Burlington |
| Entity Address, State or Province | MA |
| Entity Address, Postal Zip Code | 01803 |
| City Area Code | 818 |
| Local Phone Number | 230-9700 |
| Written Communications | false |
| Soliciting Material | false |
| Pre Commencement Tender Offer | false |
| Pre Commencement Issuer Tender Offer | false |
| Entity Emerging Growth Company | false |
| Title of 12(b) Security | Common Stock, $0.001 par value |
| Trading Symbol | EVBG |
| Security Exchange Name | NASDAQ |
-8?20$3;8T.P6BP^0"X99K>]9!:G