BURLINGTON, Mass. & MIAMI--(BUSINESS WIRE)--Everbridge, Inc. (Nasdaq: EVBG) (“Everbridge” or the “Company”), a global leader in critical event management (“CEM”) and national public warning solutions, today announced that it has entered into a definitive agreement to be acquired by Thoma Bravo, a leading software investment firm, in an all-cash transaction valuing Everbridge at approximately $1.5 billion. The transaction is expected to help accelerate the Company’s continued growth at a time of rising globa ...

Third Quarter 2023 Investor Presentation 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 for the fourth quarter of 2023 and the full fiscal year 2023. Forward-looking statements include information related to our possible or assumed future results of operations and expenses, our outlook, our ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-37874 Everbridge, Inc. (Exact name of registrant as specified in its charter) Delaware 26-2919312 (State or other jurisdiction of incorporation or organization) 25 Corporate Drive, Suite 400 Burlington, Massachusetts 01803 (Address of principal executive offices) (Z ...

© Everbridge, Inc. All Rights Reserved. August 8, 2023 3 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. Key Performance Metrics: (1) We define ARR – Annualized Re ...

Revenue and Growth - Revenue for Q2 2023 was $110.6 million, a 7% increase from $103.0 million in Q2 2022[153]. - Revenue for the first half of 2023 reached $218.8 million, up 8% from $203.4 million in the same period of 2022[153]. - Revenue for the three months ended June 30, 2023, was $110,569,000, representing a 7.4% increase from $102,986,000 in the same period of 2022[176]. - Revenue for the six months ended June 30, 2023, increased by $15.5 million, or 7.6%, to $218.8 million compared to $203.4 million in 2022, driven by an increase in the customer base from 6,345 to 6,498[186]. - The number of customers increased from 6,345 as of June 30, 2022, to 6,498 as of June 30, 2023, contributing to the revenue growth[176]. - The Critical Event Management platform serves over 6,400 customers, up from 867 in 2011, indicating significant customer base growth[150]. Profitability and Losses - Net losses for Q2 2023 were $15.1 million, compared to $36.2 million in Q2 2022[153]. - The net loss for the three months ended June 30, 2023, was $15,050,000, compared to a net loss of $36,182,000 in the same period of 2022[176]. - The net loss for the six months ended June 30, 2023, was $29.7 million, an improvement from a net loss of $55.3 million in the same period of 2022[210][211]. - The company reported a net loss of $15,050,000 for Q2 2023, an improvement from a net loss of $36,182,000 in Q2 2022, with non-GAAP net income of $13,424,000 compared to $1,485,000[201]. Expenses and Cost Management - Total operating expenses decreased to $92,909,000 for the three months ended June 30, 2023, down from $105,813,000 in the same period of 2022[177]. - Sales and marketing expenses decreased by $2,690,000, or 5.9%, to $42,669,000 for the three months ended June 30, 2023[180]. - Research and development expenses decreased by $2,006,000, or 7.5%, to $24,613,000 for the three months ended June 30, 2023[181]. - General and administrative expenses decreased by $2,130,000, or 7.9%, to $24,963,000 for the three months ended June 30, 2023[182]. - Restructuring expenses significantly decreased by $6,078,000, or 90.2%, to $664,000 for the three months ended June 30, 2023[183]. - Sales and marketing expenses decreased by $2.3 million, or 2.7%, to $84.9 million, representing 39% of revenue compared to 43% in 2022[189]. - Research and development expenses decreased by $0.6 million, or 1.1%, to $49.6 million, accounting for 23% of revenue, down from 25% in 2022[190]. - General and administrative expenses remained flat at $49.4 million, representing 23% of revenue, compared to 24% in 2022[191]. - Restructuring expenses significantly decreased by $6.1 million, or 89.8%, to $0.7 million, primarily due to higher expenses in the prior year related to the 2022 Strategic Realignment[192]. Cash Flow and Liquidity - Cash and cash equivalents totaled $218.9 million as of June 30, 2023, with significant losses expected to continue in the foreseeable future[202]. - Operating activities generated net cash of $5,370,000 in Q2 2023, a recovery from a negative cash flow of $9,924,000 in Q2 2022[206]. - Operating activities generated $25.9 million in cash for the six months ended June 30, 2023, compared to a cash usage of $2.2 million in the same period of 2022[210][211]. - Free cash flow for Q2 2023 was $9,000, compared to a negative $13,909, while adjusted free cash flow was $1,570, up from a negative $7,590 in Q2 2022[196]. - Cash and cash equivalents totaled $218.9 million as of June 30, 2023[225]. Strategic Initiatives and Future Outlook - The company plans to continue investing in research and development and expanding its sales force to drive growth[154]. - The 2022 Strategic Realignment program aims to streamline operations and focus on growth opportunities, including workforce reduction[155]. - The company expects to incur losses in the near term while pursuing growth objectives[154]. - The company expects a reduction in operational costs following the completion of the 2022 Strategic Realignment[190][191]. - Future capital requirements will depend on various factors, including operational performance and market conditions, with no assurance of raising additional capital on favorable terms[204]. Economic and Market Conditions - Rising interest rates and economic uncertainty may impact the company's ability to secure financing and affect operations[156]. - The impact of the March 2023 bank closures on liquidity remains a concern, although the company has not been materially affected to date[203]. - The company does not currently engage in hedging activities to reduce foreign currency exposure, which could significantly affect future net earnings[226]. - A hypothetical 10% change in foreign exchange rates would not have had a material impact on the consolidated financial statements[226]. - The company has not experienced significant inflationary pressures affecting its business or financial condition historically[227].

UNITED STATES SECURITIES AND EXCHANGE COMMISSION For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-37874 Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Everbridge, Inc. (Exact name of registrant as specified in its charter) Delaware 26-2919312 (State or other jurisdiction ...

Part I [Business](index=4&type=section&id=Item%201.%20Business) Everbridge provides a Critical Event Management (CEM) platform, with subscription revenue as its primary source, focusing on strategic realignment and growth through customer expansion and new applications - Everbridge provides a Critical Event Management (CEM) platform to over **6,500** global customers, helping them respond to threats like severe weather, IT outages, and cyber-attacks[12](index=12&type=chunk) Revenue Composition (2020-2022) | Metric | 2022 | 2021 | 2020 | | :--- | :--- | :--- | :--- | | Subscription Services Revenue % | 89% | 89% | 89% | | Mass Notification Application Revenue % | 35% | 42% | 50% | - In 2022, the company initiated the "2022 Strategic Realignment" program to streamline operations, reduce headcount and facilities, and focus investments on key growth opportunities, expected to be completed by the end of fiscal 2023[18](index=18&type=chunk) - David Wagner was appointed as the new Chief Executive Officer on July 25, 2022[19](index=19&type=chunk) - The company's dollar-based net retention rate was over **110%** for fiscal 2022, indicating strong growth within its existing customer base[30](index=30&type=chunk) [Risk Factors](index=22&type=section&id=Item%201A.%20Risk%20Factors) The company faces significant risks including a history of net losses, intense market competition, cybersecurity threats, complex data privacy regulations, and financial risks related to convertible notes - **Business & Financial Risks:** The company has a history of net losses, reporting losses of **$61.2 million** in 2022, **$94.8 million** in 2021, and **$93.4 million** in 2020, making achieving and maintaining profitability a key challenge[100](index=100&type=chunk) - **Market & Competition Risks:** The market for Critical Event Management (CEM) solutions is highly fragmented and competitive, with Everbridge competing with in-house solutions and established vendors like BlackBerry, OnSolve, and PagerDuty[51](index=51&type=chunk)[122](index=122&type=chunk)[123](index=123&type=chunk) - **Cybersecurity Risks:** The business is vulnerable to security breaches, ransomware, and other cyber-attacks, where a compromise of customer data could lead to reputational damage, loss of customers, and significant liabilities[162](index=162&type=chunk)[163](index=163&type=chunk) - **Regulatory Risks:** The company is subject to stringent and evolving global data privacy laws, such as GDPR in Europe and CCPA in California, with non-compliance potentially resulting in significant fines and harm to business operations[177](index=177&type=chunk)[181](index=181&type=chunk)[184](index=184&type=chunk) - **Debt-Related Risks:** The company has significant outstanding convertible notes (2024 Notes and 2026 Notes), whose conversion could dilute ownership for existing stockholders, and servicing the debt requires substantial cash flow[221](index=221&type=chunk)[238](index=238&type=chunk) [Unresolved Staff Comments](index=60&type=section&id=Item%201B.%20Unresolved%20Staff%20Comments) The company reports that it has no unresolved staff comments from the SEC - None[267](index=267&type=chunk) [Properties](index=60&type=section&id=Item%202.%20Properties) Everbridge's principal executive offices are located in Burlington, Massachusetts, and Pasadena, California, with additional international offices, and the Burlington space is being reduced as part of strategic realignment - The company's principal executive offices are in Burlington, MA, and Pasadena, CA[267](index=267&type=chunk) - As part of a 2022 lease amendment, the Burlington, MA office space will be reduced from approximately **73,500 sq-ft** to **36,700 sq-ft** during 2023[267](index=267&type=chunk) [Legal Proceedings](index=60&type=section&id=Item%203.%20Legal%20Proceedings) Everbridge is involved in several legal proceedings, including a claim from former Anvil shareholders, a putative class action lawsuit alleging securities law violations, and a related shareholder derivative action, which the company intends to vigorously defend - A putative class action lawsuit was filed in April 2022, alleging misrepresentations regarding organic/inorganic revenue growth and acquisition integration between November 2019 and February 2022[270](index=270&type=chunk) - A shareholder derivative action was filed in June 2022 against certain directors and officers related to the same circumstances as the class action lawsuit[272](index=272&type=chunk) - Former shareholders of Anvil, a company Everbridge acquired, filed a claim in the UK alleging breaches of the acquisition agreement related to stock issuance[269](index=269&type=chunk) [Mine Safety Disclosures](index=61&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - Not applicable[274](index=274&type=chunk) Part II [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](index=62&type=section&id=Item%205.%20Market%20for%20Registrant%27s%20Common%20Equity%2C%20Related%20Stockholder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities) Everbridge's common stock trades on Nasdaq under 'EVBG', and the company retired shares received from a capped call option settlement in November 2022 - The company's common stock is listed on The Nasdaq Global Market under the trading symbol **EVBG**[276](index=276&type=chunk) - In November 2022, the company received and retired **22,914** of its shares as a final settlement of capped call options related to the **1.50%** convertible senior notes due 2022[282](index=282&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=64&type=section&id=Item%207.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) In fiscal year 2022, Everbridge's revenue grew **17.2%** to **$431.9 million**, despite a net loss of **$61.2 million**, with improved non-GAAP metrics and strong liquidity of **$198.7 million** in cash and cash equivalents Key Financial Performance (2020-2022) | Metric (in millions) | 2022 | 2021 | 2020 | | :--- | :--- | :--- | :--- | | **Revenue** | **$431.9** | **$368.4** | **$271.1** | | YoY Revenue Growth | 17.2% | 35.9% | 34.9% | | **Gross Profit** | **$297.0** | **$254.2** | **$188.1** | | **Operating Loss** | **($84.2)** | **($76.2)** | **($72.2)** | | **Net Loss** | **($61.2)** | **($94.8)** | **($93.4)** | - The company adopted ASU 2020-06 for convertible instruments on January 1, 2022, which eliminated the separate accounting for embedded conversion features, reducing reported interest expense in 2022[302](index=302&type=chunk)[303](index=303&type=chunk) Non-GAAP Financial Metrics (2020-2022) | Metric (in millions) | 2022 | 2021 | 2020 | | :--- | :--- | :--- | :--- | | **Adjusted EBITDA** | **$42.1** | **$11.2** | **$8.0** | | **Adjusted Gross Profit** | **$315.0** | **$270.0** | **$195.2** | | **Adjusted Free Cash Flow** | **$13.9** | **$2.4** | **$2.9** | - As of December 31, 2022, the company had **$198.7 million** in cash and cash equivalents and believes this is sufficient to meet working capital and capital expenditure needs for at least the next 12 months[343](index=343&type=chunk)[344](index=344&type=chunk) - During 2022, the company repurchased approximately **$316.4 million** principal amount of its **0.125%** convertible senior notes due 2024 for about **$288.8 million** in cash[298](index=298&type=chunk)[354](index=354&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=86&type=section&id=Item%207A.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) Everbridge's primary market risks are interest rate fluctuations and foreign currency exchange rates, which the company does not currently hedge, and inflation has not had a material effect - **Interest Rate Risk:** The company is exposed to interest rate risk through its investment portfolio and its outstanding convertible senior notes (2026 and 2024 Notes) but does not currently use derivative instruments to hedge this risk[399](index=399&type=chunk)[400](index=400&type=chunk) - **Foreign Currency Exchange Risk:** The company has growing exposure to foreign currency fluctuations as its international operations expand, with revenues and expenses denominated in currencies like the British Pound, Euro, and Norwegian Krone, and does not currently engage in hedging activities[405](index=405&type=chunk) - **Inflation Risk:** Management does not believe that inflation has had a material historical effect on the company's business, financial condition, or results of operations[406](index=406&type=chunk) [Financial Statements and Supplementary Data](index=87&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplementary%20Data) This section presents the company's audited consolidated financial statements for fiscal years 2020-2022, including balance sheets, statements of operations, stockholders' equity, and cash flows, along with notes and the auditor's report Consolidated Balance Sheet Highlights (in thousands) | Account | Dec 31, 2022 | Dec 31, 2021 | | :--- | :--- | :--- | | **Total Assets** | **$1,125,664** | **$1,479,015** | | Cash and cash equivalents | $198,725 | $488,035 | | Goodwill | $508,781 | $531,163 | | **Total Liabilities** | **$836,553** | **$1,016,326** | | Convertible senior notes | $500,298 | $665,703 | | Deferred revenue | $242,384 | $237,840 | | **Total Stockholders' Equity** | **$289,111** | **$462,689** | Consolidated Statement of Operations Highlights (in thousands) | Account | 2022 | 2021 | 2020 | | :--- | :--- | :--- | :--- | | **Revenue** | **$431,892** | **$368,433** | **$271,141** | | Gross Profit | $296,958 | $254,217 | $188,113 | | Operating Loss | ($84,183) | ($76,249) | ($72,214) | | **Net Loss** | **($61,174)** | **($94,796)** | **($93,396)** | | Net Loss Per Share (Basic) | ($1.54) | ($2.50) | ($2.70) | Consolidated Statement of Cash Flows Highlights (in thousands) | Account | 2022 | 2021 | 2020 | | :--- | :--- | :--- | :--- | | Net cash provided by operating activities | $20,167 | $22,193 | $15,803 | | Net cash used in investing activities | ($18,893) | ($281,836) | ($85,185) | | Net cash (used in) provided by financing activities | ($290,520) | $276,344 | $5,054 | [Changes in and Disagreements With Accountants on Accounting and Financial Disclosure](index=87&type=section&id=Item%209.%20Changes%20in%20and%20Disagreements%20With%20Accountants%20on%20Accounting%20and%20Financial%20Disclosure) The company reports no changes in or disagreements with its accountants on accounting and financial disclosure - None[408](index=408&type=chunk) [Controls and Procedures](index=87&type=section&id=Item%209A.%20Controls%20and%20Procedures) Management concluded that the company's disclosure controls and procedures and internal control over financial reporting were effective as of December 31, 2022, with no material changes during the fourth quarter - Management concluded that the company's disclosure controls and procedures were effective as of December 31, 2022[409](index=409&type=chunk) - Based on an assessment using the COSO framework, management concluded that the company's internal control over financial reporting was effective as of December 31, 2022[412](index=412&type=chunk) [Other Information](index=88&type=section&id=Item%209B.%20Other%20Information) There is no other information to report under this item - None[416](index=416&type=chunk) Part III [Directors, Executive Officers and Corporate Governance](index=89&type=section&id=Item%2010.%20Directors%2C%20Executive%20Officers%20and%20Corporate%20Governance) Information regarding directors, executive officers, and corporate governance is incorporated by reference from the company's 2023 Proxy Statement - Information is incorporated by reference from the company's 2023 Proxy Statement[418](index=418&type=chunk) [Executive Compensation](index=89&type=section&id=Item%2011.%20Executive%20Compensation) Information concerning executive compensation is incorporated by reference from the company's 2023 Proxy Statement - Information is incorporated by reference from the company's 2023 Proxy Statement[420](index=420&type=chunk) [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](index=89&type=section&id=Item%2012.%20Security%20Ownership%20of%20Certain%20Beneficial%20Owners%20and%20Management%20and%20Related%20Stockholder%20Matters) Information regarding security ownership is incorporated by reference from the company's 2023 Proxy Statement - Information is incorporated by reference from the company's 2023 Proxy Statement[421](index=421&type=chunk) [Certain Relationships and Related Transactions, and Director Independence](index=89&type=section&id=Item%2013.%20Certain%20Relationships%20and%20Related%20Transactions%2C%20and%20Director%20Independence) Information covering related party transactions and director independence is incorporated by reference from the company's 2023 Proxy Statement - Information is incorporated by reference from the company's 2023 Proxy Statement[422](index=422&type=chunk) [Principal Accounting Fees and Services](index=89&type=section&id=Item%2014.%20Principal%20Accounting%20Fees%20and%20Services) Information detailing fees paid to the principal accountant is incorporated by reference from the company's 2023 Proxy Statement - Information is incorporated by reference from the company's 2023 Proxy Statement[423](index=423&type=chunk) Part IV [Exhibits, Financial Statement Schedules](index=90&type=section&id=Item%2015.%20Exhibits%2C%20Financial%20Statement%20Schedules) This section lists financial statements, schedules, and exhibits filed with the Form 10-K, including corporate governance documents, debt agreements, and certifications - This item provides an index of all exhibits filed with the Form 10-K, including corporate governance documents, debt agreements, and executive compensation plans[426](index=426&type=chunk)[427](index=427&type=chunk) [Form 10-K Summary](index=93&type=section&id=Item%2016.%20Form%2010-K%20Summary) The company has not provided a summary for its Form 10-K - None[433](index=433&type=chunk)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Everbridge, Inc. (Exact name of registrant as specified in its charter) FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-37874 Delaware 26-2919312 (State or other jurisdict ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Everbridge, Inc. (Exact name of registrant as specified in its charter) FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-37874 Delaware 26-2919312 (State or other jurisdiction o ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to | --- | --- | --- | |----------------------------------------------------------------------------------------------------------------------|--------------- ...