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EverCommerce(EVCM) - 2021 Q4 - Annual Report
2022-03-14 16:00
PART I [Item 1. Business](index=8&type=section&id=Item%201.%20Business) The company provides integrated SaaS solutions for service SMBs, detailing its business model, growth strategy, and the market trends driving demand - EverCommerce provides tailored, end-to-end SaaS solutions for **over 600,000 service SMBs** in Home Services, Health Services, and Fitness & Wellness Services, focusing on customer acquisition, operations management, and customer engagement[20](index=20&type=chunk)[21](index=21&type=chunk)[24](index=24&type=chunk) - The company's growth strategy includes attracting new customers, expanding into new products and verticals, and increasing Average Revenue per Unit (ARPU) through cross-selling, up-selling, and strategic acquisitions, with **52 companies acquired since inception**[26](index=26&type=chunk)[71](index=71&type=chunk)[73](index=73&type=chunk)[75](index=75&type=chunk) - The total addressable market (TAM) for EverCommerce's current solutions is estimated at **$1.3 trillion globally** in 2020, with $520 billion in North America, indicating significant untapped market opportunity[44](index=44&type=chunk) - Key industry trends driving demand include accelerating adoption of digital technologies, mobile enablement, focus on customer experience, digital marketing, digital payments, and increasing demand for vertical-specific software[29](index=29&type=chunk)[30](index=30&type=chunk)[31](index=31&type=chunk)[33](index=33&type=chunk)[34](index=34&type=chunk)[35](index=35&type=chunk) Key Financial Highlights (2020-2021) | Metric | 2021 (Millions) | 2020 (Millions) | Change (%) | | :--- | :--- | :--- | :--- | | Revenue | $490.1 | $337.5 | 45.2% | | Net Loss | $(82.0) | $(60.0) | 36.7% | | Adjusted EBITDA | $107.2 | $78.8 | 36.0% | [Item 1A. Risk Factors](index=21&type=section&id=Item%201A.%20Risk%20Factors) The company faces significant risks related to its limited operating history, competition, data security, acquisition strategy, and regulatory compliance - EverCommerce's **limited operating history** and evolving business model make future prospects and risk assessment challenging, including attracting new customers, retaining existing ones, expanding into new markets, and integrating acquisitions[108](index=108&type=chunk)[109](index=109&type=chunk) - The company's historical growth rates may not be sustainable, and it has incurred net losses (**$82.0 million in 2021**) with no guarantee of future profitability due to ongoing investments[112](index=112&type=chunk)[115](index=115&type=chunk][116](index=116&type=chunk) - Significant risks include **intense competition** from specialized and horizontal providers, dependence on payment card networks and processors, and the need to keep pace with rapid technological developments[139](index=139&type=chunk)[140](index=140&type=chunk)[150](index=150&type=chunk)[155](index=155&type=chunk) - **Data security breaches**, unauthorized data disclosure, or errors in solutions could lead to liability, costly litigation, and reputational damage, while the estimated TAM is subject to uncertainties[163](index=163&type=chunk)[164](index=164&type=chunk)[172](index=172&type=chunk)[173](index=173&type=chunk) - The company's **acquisition strategy** poses challenges such as integration difficulties and potential undisclosed liabilities, while indebtedness and interest rate fluctuations also present financial risks[121](index=121&type=chunk)[127](index=127&type=chunk)[219](index=219&type=chunk)[224](index=224&type=chunk) - Compliance with governmental regulations, particularly in **privacy (CCPA, HIPAA, GDPR)** and information security, is complex and evolving, potentially leading to increased costs and legal liabilities[253](index=253&type=chunk)[255](index=255&type=chunk)[256](index=256&type=chunk)[258](index=258&type=chunk)[259](index=259&type=chunk) - Major stockholders control a substantial portion of common stock (**78.0%**), influencing business direction and potentially conflicting with other stockholders' interests[296](index=296&type=chunk)[305](index=305&type=chunk)[314](index=314&type=chunk) [Item 1B. Unresolved Staff Comments](index=56&type=section&id=Item%201B.%20Unresolved%20Staff%20Comments) The company reports no unresolved staff comments from the SEC - The company has **no unresolved staff comments**[342](index=342&type=chunk) [Item 2. Properties](index=56&type=section&id=Item%202.%20Properties) The company leases all its facilities, including its global headquarters in Denver and numerous domestic and international offices - EverCommerce's global corporate headquarters is in Denver, Colorado, under a sublease expiring in 2031[343](index=343&type=chunk) - The company operates **24 additional offices** in the United States and international offices in Canada, the UK, Australia, New Zealand, and Jordan[344](index=344&type=chunk) - All facilities are leased, and current space is considered sufficient, with plans to optimize the lease footprint with acquisitions[344](index=344&type=chunk)[345](index=345&type=chunk) [Item 3. Legal Proceedings](index=56&type=section&id=Item%203.%20Legal%20Proceedings) The company is subject to various legal proceedings in the ordinary course of business but does not expect a material adverse effect - The company is subject to various legal proceedings, claims, and governmental inspections in the ordinary course of business[346](index=346&type=chunk) - Management believes the ultimate resolution of these matters will **not have a material adverse effect** on its business, financial condition, or operating results[346](index=346&type=chunk) [Item 4. Mine Safety Disclosures](index=56&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This section is not applicable as the company has no mine safety disclosures - There are **no mine safety disclosures**[347](index=347&type=chunk) PART II [Item 5. Market for Registrant's Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities](index=57&type=section&id=Item%205.%20Market%20for%20Registrant's%20Common%20Equity%2C%20Related%20Shareholder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities) This section details the company's common stock market information, dividend policy, and stock performance since its IPO in July 2021 - EverCommerce Class A common stock began trading on Nasdaq (EVCM) on **July 1, 2021**[350](index=350&type=chunk) - As of March 4, 2022, there were **108 registered holders** of common stock[351](index=351&type=chunk) - The company has not paid and does not intend to pay cash dividends, prioritizing reinvestment in business growth and being limited by debt covenants[352](index=352&type=chunk)[339](index=339&type=chunk) Stock Performance (July 1, 2021 - Dec 31, 2021) | Date | EverCommerce Common Stock | Nasdaq Composite Index | Nasdaq US Small Cap Software Index | | :--- | :--- | :--- | :--- | | 7/1/21 | $100.00 | $100.00 | $100.00 | | 7/30/21 | $99.83 | $101.03 | $98.41 | | 8/30/21 | $119.32 | $105.12 | $102.85 | | 9/30/21 | $93.69 | $99.49 | $98.17 | | 10/29/21 | $117.50 | $106.72 | $104.12 | | 11/30/21 | $92.50 | $106.99 | $98.11 | | 12/31/21 | $89.49 | $107.73 | $93.88 | [Item 6. [Reserved]](index=58&type=section&id=Item%206.%20%5BReserved%5D) This item is reserved and contains no information - This section is reserved[359](index=359&type=chunk) [Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=59&type=section&id=Item%207.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the company's financial condition and results of operations, including its business model, performance factors, and key metrics [Overview](index=59&type=section&id=Overview) The company provides integrated SaaS solutions for service SMBs, utilizing a 'land and expand' strategy with primarily recurring revenue streams - EverCommerce provides integrated, vertically-tailored SaaS solutions for **over 600,000 service SMBs** in Home Services, Health Services, and Fitness & Wellness Services[361](index=361&type=chunk) - The company's **'land and expand' strategy** involves initially adopting Business Management Software and then cross-selling adjacent products to cover end-to-end workflows[369](index=369&type=chunk) - Revenue is categorized into Subscription and Transaction Fees, Marketing Technology Solutions, and Other revenue, with approximately **95% of revenue** in 2020 and 2021 being recurring or re-occurring[370](index=370&type=chunk)[374](index=374&type=chunk) - EverCommerce completed its IPO in July 2021, generating **$303.9 million in net proceeds**, and a private placement for $75.0 million[378](index=378&type=chunk)[379](index=379&type=chunk) - The COVID-19 pandemic accelerated digital transformation for SMBs but also caused revenue declines in certain verticals in Q2 2020, with recovery throughout H2 2020 and 2021[380](index=380&type=chunk)[383](index=383&type=chunk) [Key Factors Affecting Our Performance](index=62&type=section&id=Key%20Factors%20Affecting%20Our%20Performance) Future performance depends on expanding product offerings, pursuing strategic acquisitions, acquiring new customers, and increasing revenue from the existing base - Performance is driven by expanding into new products and verticals, leveraging customer insights to develop or acquire value-additive solutions[386](index=386&type=chunk) - **Acquisitions are a core strategy** to accelerate market leadership, with 52 companies acquired since inception, including 5 in 2021 and 9 in 2020[387](index=387&type=chunk) - The customer base grew from over 500,000 in 2020 to **over 600,000 in 2021**, with 98% of customers having less than $2,000 in billings[390](index=390&type=chunk)[391](index=391&type=chunk) - Significant opportunity exists to increase revenue from existing customers through **cross-selling** digital payments, customer engagement, and marketing technology solutions[393](index=393&type=chunk) - Continued investment in sales, marketing, and product development is expected to increase operating expenses, impacting short-term profitability[395](index=395&type=chunk)[396](index=396&type=chunk) [Key Business and Financial Metrics](index=64&type=section&id=Key%20Business%20and%20Financial%20Metrics) The company uses key business and non-GAAP financial measures like Pro Forma Revenue Growth, Adjusted Gross Profit, and Adjusted EBITDA to evaluate performance - Pro Forma Revenue Growth Rate, a key performance measure, increased to **21.5%** for the year ended December 31, 2021, normalizing for acquisitions to show underlying revenue growth[401](index=401&type=chunk)[402](index=402&type=chunk) - **Adjusted Gross Profit** and **Adjusted EBITDA** are non-GAAP measures used to assess operational and financial performance, excluding items like depreciation, amortization, acquisition costs, and stock-based compensation[403](index=403&type=chunk)[407](index=407&type=chunk)[409](index=409&type=chunk) Adjusted Gross Profit Reconciliation (2020-2021) | Metric | 2021 (Thousands) | 2020 (Thousands) | | :--- | :--- | :--- | | Gross profit | $308,301 | $207,691 | | Depreciation and amortization | $19,608 | $14,814 | | **Adjusted Gross Profit** | **$327,909** | **$222,505** | Adjusted EBITDA Reconciliation (2020-2021) | Metric | 2021 (Thousands) | 2020 (Thousands) | | :--- | :--- | :--- | | Net loss | $(81,966) | $(59,954) | | Interest and other expense, net | $36,111 | $41,545 | | Income tax benefit | $(10,051) | $(3,630) | | Loss on debt extinguishment | $28,714 | — | | Depreciation and amortization | $101,437 | $76,844 | | Other amortization | $2,814 | $1,801 | | Acquisition related costs | $3,452 | $9,558 | | Stock-based compensation | $22,095 | $10,721 | | Other non-recurring costs | $4,592 | $1,905 | | **Adjusted EBITDA** | **$107,198** | **$78,790** | [Description of Certain Components of Financial Data](index=66&type=section&id=Description%20of%20Certain%20Components%20of%20Financial%20Data) This section details the components of the company's financial data, including revenue sources and various operating expenses - Revenue is derived from **Subscription and Transaction Fees**, **Marketing Technology Solutions**, and **Other** revenue streams like consulting and hardware sales[413](index=413&type=chunk)[414](index=414&type=chunk)[415](index=415&type=chunk) - Cost of revenues includes employee costs, credit card processing fees, and software hosting, and is expected to fluctuate based on revenue mix[416](index=416&type=chunk)[417](index=417&type=chunk)[418](index=418&type=chunk) - Sales and marketing, product development, and general and administrative expenses are projected to **increase in absolute dollars** due to growth and public company operations[419](index=419&type=chunk)[420](index=420&type=chunk)[421](index=421&type=chunk) - Other financial components include depreciation and amortization, interest expense, loss on debt extinguishment, and income tax benefit[422](index=422&type=chunk)[424](index=424&type=chunk)[425](index=425&type=chunk)[426](index=426&type=chunk) [Results of Operations](index=69&type=section&id=Results%20of%20Operations) The company's revenues grew significantly in 2021, though net loss also increased due to a loss on debt extinguishment and higher operating expenses - Cost of revenues increased by **$47.2 million (41.0%)** in 2021, but decreased as a percentage of revenue from 34.1% to 33.1%[434](index=434&type=chunk) - Sales and marketing expenses increased by **$43.5 million (86.7%)** in 2021, rising from 14.9% to 19.1% of revenue[436](index=436&type=chunk) - Product development expenses increased by **$19.1 million (62.9%)** in 2021, mainly due to personnel investments in technology teams[437](index=437&type=chunk) - General and administrative expenses increased by **$23.3 million (26.8%)** in 2021, but decreased as a percentage of revenue from 25.8% to 22.5%[438](index=438&type=chunk) - Depreciation and amortization increased by **$24.6 million (32.0%)** in 2021, mainly from intangible asset additions from acquisitions[440](index=440&type=chunk) - Interest and other expense, net, decreased by **$5.4 million (13.1%)** in 2021 due to a lower outstanding debt balance and effective interest rate after refinancing[441](index=441&type=chunk) - A **$28.7 million loss on debt extinguishment** was recorded in 2021 due to the refinancing of credit facilities[443](index=443&type=chunk) - Income tax benefit increased by **$6.4 million (176.9%)** in 2021, driven by acquisition accounting and differences in foreign income tax rates[445](index=445&type=chunk) Consolidated Statements of Operations (2020-2021) | Metric | 2021 (Thousands) | 2020 (Thousands) | | :--- | :--- | :--- | | **Revenues:** | | | | Subscription and transaction fees | $351,831 | $232,931 | | Marketing technology solutions | $118,275 | $86,331 | | Other | $20,033 | $18,263 | | **Total revenues** | **$490,139** | **$337,525** | | **Operating expenses:** | | | | Cost of revenues (exclusive of depreciation and amortization) | $162,230 | $115,020 | | Sales and marketing | $93,789 | $50,246 | | Product development | $49,506 | $30,386 | | General and administrative | $110,369 | $87,068 | | Depreciation and amortization | $101,437 | $76,844 | | **Total operating expenses** | **$517,331** | **$359,564** | | **Operating loss** | **$(27,192)** | **$(22,039)** | | Interest and other expense, net | $(36,111) | $(41,545) | | Loss on debt extinguishment | $(28,714) | — | | Net loss before income tax benefit | $(92,017) | $(63,584) | | Income tax benefit | $10,051 | $3,630 | | **Net loss** | **$(81,966)** | **$(59,954)** | Revenue Growth (2020-2021) | Revenue Type | 2021 (Thousands) | 2020 (Thousands) | Change Amount (Thousands) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Subscription and transaction fees | $351,831 | $232,931 | $118,900 | 51.0% | | Marketing technology solutions | $118,275 | $86,331 | $31,944 | 37.0% | | Other | $20,033 | $18,263 | $1,770 | 9.7% | | **Total revenues** | **$490,139** | **$337,525** | **$152,614** | **45.2%** | [Liquidity and Capital Resources](index=75&type=section&id=Liquidity%20and%20Capital%20Resources) The company's liquidity stems from operations, equity issuances, and debt, which are primarily used for acquisitions, working capital, and debt servicing - Primary liquidity sources are operating activities, stock issuances (including IPO), and long-term debt, with main uses being acquisitions, working capital, and debt servicing[448](index=448&type=chunk)[449](index=449&type=chunk) - The company expects existing liquidity to be sufficient for the next 12 months but may seek additional financing for future acquisitions[450](index=450&type=chunk) - In July 2021, the company refinanced its credit facilities, entering into a new credit agreement for **$540.0 million**, resulting in a $28.7 million loss on debt extinguishment[464](index=464&type=chunk)[760](index=760&type=chunk) - As of December 31, 2021, **$548.6 million** was outstanding under the New Credit Facilities, and the company was in compliance with all debt covenants[470](index=470&type=chunk)[471](index=471&type=chunk) Liquidity Position (December 31, 2021) | Metric | Amount (Millions) | | :--- | :--- | | Cash, cash equivalents, and restricted cash | $97.6 | | Available borrowing capacity (New Revolver) | $190.0 | | Outstanding long-term debt (New Credit Facilities) | $548.6 | Cash Flow Data (2020-2021) | Cash Flow Activity | 2021 (Thousands) | 2020 (Thousands) | | :--- | :--- | :--- | | Net cash provided by operating activities | $37,482 | $57,539 | | Net cash used in investing activities | $(379,668) | $(418,308) | | Net cash provided by financing activities | $341,183 | $401,850 | | Effect of foreign currency exchange rate changes on cash | $224 | $(87) | | Net increase (decrease) in cash, cash equivalents and restricted cash | $(779) | $40,994 | [Critical Accounting Estimates](index=78&type=section&id=Critical%20Accounting%20Estimates) Financial statements rely on critical accounting estimates for revenue recognition, business combinations, capitalized software, and stock-based compensation - Critical accounting estimates include **revenue recognition**, **business combinations**, **capitalized software**, and **stock-based compensation**[473](index=473&type=chunk)[563](index=563&type=chunk) - Revenue recognition involves identifying performance obligations, measuring transaction prices, allocating prices based on standalone selling prices, and determining the contract term[475](index=475&type=chunk)[488](index=488&type=chunk)[489](index=489&type=chunk)[589](index=589&type=chunk)[592](index=592&type=chunk) - Business combinations require significant judgment in fair valuing acquired tangible and intangible assets and liabilities, with any excess recorded as goodwill[493](index=493&type=chunk)[495](index=495&type=chunk)[565](index=565&type=chunk)[566](index=566&type=chunk) - Capitalized software costs are amortized over an estimated useful life of **five years**, with impairment reviews conducted when circumstances indicate[499](index=499&type=chunk)[501](index=501&type=chunk)[575](index=575&type=chunk)[579](index=579&type=chunk) - Stock-based compensation is valued at fair value using the **Black-Scholes model**, considering risk-free interest rate, expected term, volatility, and expected dividends[502](index=502&type=chunk)[503](index=503&type=chunk)[504](index=504&type=chunk)[623](index=623&type=chunk) - As an 'emerging growth company,' EverCommerce has elected to adopt new accounting guidance within the same timeframe as private companies, which may affect comparability[509](index=509&type=chunk)[510](index=510&type=chunk)[634](index=634&type=chunk) [Item 7A. Quantitative and Qualitative Disclosures About Market Risk](index=83&type=section&id=Item%207A.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company is exposed to market risks primarily from fluctuations in interest rates and foreign currency exchange rates - EverCommerce is exposed to market risk from **interest rate fluctuations** and **foreign currency exchange rates**[512](index=512&type=chunk) - A **100 basis point increase** in the interest rate would increase annual interest expense by approximately **$5.5 million**[513](index=513&type=chunk) - The company currently does not hedge interest rate or foreign currency exposure but may use derivative financial instruments in the future[513](index=513&type=chunk)[515](index=515&type=chunk) - Foreign currency risks are related to subsidiaries in Canada, the UK, Australia, Jordan, and New Zealand, but a 10% change in the U.S. dollar's value is not expected to have a material effect[514](index=514&type=chunk) [Item 8. Financial Statements and Supplementary Data](index=84&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplementary%20Data) This section presents the company's audited consolidated financial statements and supplementary data for the years 2019 through 2021 [Report of Independent Registered Public Accounting Firm](index=85&type=section&id=Report%20of%20Independent%20Registered%20Public%20Accounting%20Firm) Ernst & Young LLP issued an unqualified opinion on the company's consolidated financial statements for 2019, 2020, and 2021 - Ernst & Young LLP issued an **unqualified opinion** on the consolidated financial statements for 2021, 2020, and 2019[521](index=521&type=chunk) - The audit was conducted in accordance with PCAOB standards, assessing risks of material misstatement and evaluating accounting principles and estimates[523](index=523&type=chunk)[524](index=524&type=chunk) - The firm did not perform an audit of internal control over financial reporting[523](index=523&type=chunk) [Consolidated Balance Sheets](index=86&type=section&id=Consolidated%20Balance%20Sheets) The balance sheets show a significant increase in total assets and a shift from a stockholders' deficit to positive equity in 2021 - Total assets increased by **$335.8 million (25.3%)** from 2020 to 2021, primarily due to increases in goodwill and intangible assets from acquisitions[527](index=527&type=chunk) - Total liabilities decreased by **$130.7 million (16.2%)** from 2020 to 2021, mainly driven by a reduction in long-term debt[531](index=531&type=chunk) - Stockholders' equity shifted from a deficit of **$(389.2) million** in 2020 to a positive equity of **$985.6 million** in 2021, largely due to the IPO and conversion of preferred stock[531](index=531&type=chunk) Consolidated Balance Sheets (December 31, 2021 vs. 2020) | Metric | 2021 (Thousands) | 2020 (Thousands) | | :--- | :--- | :--- | | **Assets** | | | | Total current assets | **$171,617** | **$143,828** | | Total non-current assets | **$1,491,756** | **$1,183,756** | | **Total assets** | **$1,663,373** | **$1,327,584** | | **Liabilities, Convertible Preferred Stock and Stockholders' Equity (Deficit)** | | | | Total current liabilities | **$103,428** | **$86,701** | | Total non-current liabilities | **$574,297** | **$721,727** | | **Total liabilities** | **$677,725** | **$808,428** | | Total convertible preferred stock | — | $908,310 | | **Total stockholders' equity (deficit)** | **$985,648** | **$(389,154)** | | **Total liabilities, convertible preferred stock and stockholders' equity (deficit)** | **$1,663,373** | **$1,327,584** | [Consolidated Statements of Operations and Comprehensive Loss](index=90&type=section&id=Consolidated%20Statements%20of%20Operations%20and%20Comprehensive%20Loss) The company's revenues grew significantly in 2021, though net loss also increased due to a loss on debt extinguishment and higher operating expenses - Total revenues increased by **45.2%** from $337.5 million in 2020 to $490.1 million in 2021[533](index=533&type=chunk) - Net loss increased to **$82.0 million** in 2021 from $60.0 million in 2020, primarily due to a $28.7 million loss on debt extinguishment[533](index=533&type=chunk) - Operating expenses increased significantly, with cost of revenues up 41.0%, sales and marketing up 86.7%, and product development up 62.9% in 2021[434](index=434&type=chunk)[436](index=436&type=chunk)[437](index=437&type=chunk)[438](index=438&type=chunk) Consolidated Statements of Operations and Comprehensive Loss (2019-2021) | Metric | 2021 (Thousands) | 2020 (Thousands) | 2019 (Thousands) | | :--- | :--- | :--- | :--- | | **Total revenues** | **$490,139** | **$337,525** | **$242,142** | | **Operating loss** | **$(27,192)** | **$(22,039)** | **$(54,255)** | | **Net loss** | **$(81,966)** | **$(59,954)** | **$(93,745)** | | **Comprehensive loss** | **$(85,279)** | **$(58,750)** | **$(93,215)** | | Basic and diluted net loss per share attributable to common stockholders | $(0.82) | $(3.06) | $(14.13) | [Consolidated Statements of Convertible Preferred Stock and Stockholders' Equity (Deficit)](index=91&type=section&id=Consolidated%20Statements%20of%20Convertible%20Preferred%20Stock%20and%20Stockholders'%20Equity%20(Deficit)) The statements detail the transformation of the company's equity structure in 2021, driven by the IPO and conversion of all preferred stock - In 2021, all outstanding convertible preferred stock (**$908.3 million** in 2020) converted into common stock as part of the IPO[555](index=555&type=chunk)[588](index=588&type=chunk)[783](index=783&type=chunk) - Total stockholders' equity transitioned from a deficit of **$(389.2) million** in 2020 to a positive equity of **$985.6 million** in 2021, driven by the IPO and private placement[531](index=531&type=chunk)[542](index=542&type=chunk) - Significant equity activities in prior years included issuances and conversions of Series A and B preferred stock, stock-based compensation, and common stock repurchases[537](index=537&type=chunk)[541](index=541&type=chunk)[766](index=766&type=chunk)[767](index=767&type=chunk)[768](index=768&type=chunk)[769](index=769&type=chunk) Consolidated Statements of Convertible Preferred Stock and Stockholders' Equity (Deficit) (2019-2021) | Metric | 2021 (Thousands) | 2020 (Thousands) | 2019 (Thousands) | | :--- | :--- | :--- | :--- | | Total Convertible Preferred Stock | — | $908,310 | $690,329 | | Additional Paid-In Capital | $1,500,643 | $40,564 | $96,129 | | Accumulated Deficit | $(513,230) | $(431,264) | $(371,310) | | **Total Stockholders' Equity (Deficit)** | **$985,648** | **$(389,154)** | **$(274,839)** | [Consolidated Statements of Cash Flows](index=94&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows) Cash flow statements show a decrease in operating cash flow, continued significant investment in acquisitions, and substantial cash from financing activities in 2021 - Net cash provided by operating activities decreased by **$20.1 million (35.0%)** from $57.5 million in 2020 to $37.5 million in 2021[452](index=452&type=chunk)[545](index=545&type=chunk) - Net cash used in investing activities was **$379.7 million** in 2021, primarily driven by $364.9 million for acquisitions[455](index=455&type=chunk)[545](index=545&type=chunk) - Net cash provided by financing activities was **$341.2 million** in 2021, including $415.7 million from the IPO and $109.8 million from preferred stock issuance, offset by debt payments[457](index=457&type=chunk)[549](index=549&type=chunk) Consolidated Statements of Cash Flows (2019-2021) | Cash Flow Activity | 2021 (Thousands) | 2020 (Thousands) | 2019 (Thousands) | | :--- | :--- | :--- | :--- | | **Net cash provided by (used in) operating activities** | **$37,482** | **$57,539** | **$(613)** | | **Net cash used in investing activities** | **$(379,668)** | **$(418,308)** | **$(323,779)** | | **Net cash provided by financing activities** | **$341,183** | **$401,850** | **$309,674** | | **Net increase (decrease) in cash and cash equivalents and restricted cash** | **$(779)** | **$40,994** | **$(15,019)** | | **End of year cash and cash equivalents and restricted cash** | **$97,559** | **$98,338** | **$57,344** | [Notes to Consolidated Financial Statements](index=96&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements) The notes provide detailed explanations of accounting policies and financial data, covering acquisitions, revenue, debt, equity, and other key areas - EverCommerce is a leading SaaS provider for service-based SMBs across Home, Health, and Fitness & Wellness Services[553](index=553&type=chunk) - The **IPO in July 2021** resulted in the issuance of common stock and conversion of all outstanding convertible preferred stock, significantly altering the equity structure[554](index=554&type=chunk)[555](index=555&type=chunk) - The company's accounting policies adhere to U.S. GAAP, with critical estimates in revenue recognition, business combinations, and stock-based compensation[556](index=556&type=chunk)[563](index=563&type=chunk)[565](index=565&type=chunk)[589](index=589&type=chunk)[620](index=620&type=chunk) - Acquisitions are a key growth strategy, with **5 in 2021** and **9 in 2020**, contributing significantly to goodwill and intangible assets[643](index=643&type=chunk)[653](index=653&type=chunk)[654](index=654&type=chunk)[655](index=655&type=chunk)[656](index=656&type=chunk)[657](index=657&type=chunk)[658](index=658&type=chunk) - Long-term debt was refinanced in July 2021, resulting in new credit facilities of **$540.0 million** and a $28.7 million loss on debt extinguishment[758](index=758&type=chunk)[760](index=760&type=chunk) - Stock-based compensation expense was **$22.1 million** in 2021, primarily from stock options and restricted stock awards[802](index=802&type=chunk)[785](index=785&type=chunk)[786](index=786&type=chunk) - The company had a net deferred tax liability of **$17.8 million** in 2021 and recorded a valuation allowance of $31.1 million against deferred tax assets[824](index=824&type=chunk)[827](index=827&type=chunk) [Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure](index=149&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 matters - There are **no changes in or disagreements** with accountants on accounting and financial disclosure[853](index=853&type=chunk) [Item 9A. Controls and Procedures](index=149&type=section&id=Item%209A.%20Controls%20and%20Procedures) Management concluded that the company's disclosure controls and procedures were effective as of December 31, 2021 - Disclosure controls and procedures were evaluated as **effective** at the reasonable assurance level as of December 31, 2021[855](index=855&type=chunk) - The company is not yet required to provide a management report or auditor attestation on internal control over financial reporting under Section 404[856](index=856&type=chunk) - **No material changes** in internal control over financial reporting occurred during Q4 2021[857](index=857&type=chunk) [Item 9B. Other Information](index=149&type=section&id=Item%209B.%20Other%20Information) This item states that there is no other information to report - There is **no other information** to report in this section[858](index=858&type=chunk) [Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](index=149&type=section&id=Item%209C.%20Disclosure%20Regarding%20Foreign%20Jurisdictions%20that%20Prevent%20Inspections) This item is not applicable to the company - This section is **not applicable**[859](index=859&type=chunk) PART III [Item 10. Directors, Executive Officers and Corporate Governance](index=150&type=section&id=Item%2010.%20Directors%2C%20Executive%20Officers%20and%20Corporate%20Governance) This section provides information on the company's leadership, board of directors, and corporate governance framework - EverCommerce's executive officers include Eric Remer (CEO), Matthew Feierstein (President), and Marc Thompson (CFO)[864](index=864&type=chunk)[866](index=866&type=chunk)[867](index=867&type=chunk)[868](index=868&type=chunk)[869](index=869&type=chunk)[870](index=870&type=chunk)[871](index=871&type=chunk)[872](index=872&type=chunk) - The board of directors includes both executive and non-employee directors, with members serving on various committees[864](index=864&type=chunk) - The company has adopted a **Code of Conduct and Ethics** applicable to all officers, directors, and employees[863](index=863&type=chunk) - EverCommerce is a **'controlled company'** under Nasdaq rules, with affiliates owning approximately 78.0% of common stock, allowing exemptions from certain governance requirements[304](index=304&type=chunk)[305](index=305&type=chunk) [Item 11. Executive Compensation](index=154&type=section&id=Item%2011.%20Executive%20Compensation) Information regarding executive compensation will be provided in the company's definitive Proxy Statement - Executive compensation details will be included in the definitive **Proxy Statement** for the 2022 Annual Meeting of Stockholders[886](index=886&type=chunk) [Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters](index=154&type=section&id=Item%2012.%20Security%20Ownership%20of%20Certain%20Beneficial%20Owners%20and%20Management%20and%20Related%20Shareholder%20Matters) Information concerning security ownership will be disclosed in the company's definitive Proxy Statement - Security ownership information will be included in the definitive **Proxy Statement** for the 2022 Annual Meeting of Stockholders[887](index=887&type=chunk) [Item 13. Certain Relationships and Related Transactions, and Director Independence](index=154&type=section&id=Item%2013.%20Certain%20Relationships%20and%20Related%20Transactions%2C%20and%20Director%20Independence) Details regarding related transactions and director independence will be provided in the company's definitive Proxy Statement - Information on related transactions and director independence will be included in the definitive **Proxy Statement** for the 2022 Annual Meeting of Stockholders[888](index=888&type=chunk) [Item 14. Principal Accountant Fees and Services](index=154&type=section&id=Item%2014.%20Principal%20Accountant%20Fees%20and%20Services) Information concerning principal accountant fees and services will be disclosed in the company's definitive Proxy Statement - Principal accountant fees and services information will be included in the definitive **Proxy Statement** for the 2022 Annual Meeting of Stockholders[889](index=889&type=chunk) PART IV [Item 15. Exhibits and Financial Statement Schedules](index=155&type=section&id=Item%2015.%20Exhibits%20and%20Financial%20Statement%20Schedules) This section lists the financial statements and exhibits filed as part of the Annual Report - The section includes a list of consolidated financial statements and supplementary data, as presented in Part II, Item 8[892](index=892&type=chunk) - All financial statement schedules are omitted because they are not applicable, not material, or the information is already included in the consolidated financial statements[893](index=893&type=chunk) - A comprehensive list of exhibits filed or incorporated by reference is provided, including corporate governance documents and material agreements[894](index=894&type=chunk)[895](index=895&type=chunk)[897](index=897&type=chunk) [Item 16. Form 10-K Summary](index=157&type=section&id=Item%2016.%20Form%2010-K%20Summary) This item indicates that no Form 10-K summary is provided - **No Form 10-K summary** is provided[899](index=899&type=chunk)
EverCommerce(EVCM) - 2021 Q3 - Earnings Call Transcript
2021-11-09 02:58
EverCommerce Inc. (NASDAQ:EVCM) Q3 2021 Earnings Conference Call November 8, 2021 5:00 PM ET Company Participants Brian Denyeau - Investor Relations Eric Remer - Chief Executive Officer Marc Thompson - Chief Financial Officer Brad Korch - Senior Vice President & Head of Investor Relations. Matt Feierstein - President Conference Call Participants Brad Reback - Stifel Matt Hedberg - RBC Capital Markets Bhavin Shah - Deutsche Bank Samad Samana - Jefferies Clarke Jeffries - Piper Sandler Alex Sklar - Raymond Ja ...
EverCommerce(EVCM) - 2021 Q3 - Earnings Call Presentation
2021-11-09 00:19
Investor Presentation Q3 2021 – November IMPORTANT INFORMATION This presentation contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements contained in this presentation that do not relate to matters of historical fact should be considered forward-looking statements, including without limitation statements regarding our future operations and financial results, the underlying trends in our business, our market opportunity, our potential for ...
EverCommerce(EVCM) - 2021 Q3 - Quarterly Report
2021-11-08 16:00
Business Overview - EverCommerce serves over 500,000 customers across three core verticals: Home Services, Health Services, and Fitness & Wellness Services[189]. - The company has acquired 51 companies since inception, including 4 in 2021, to deepen competitive moats and enter new verticals and geographies[205]. - The company’s vertically-tailored Business Management Software is typically the first solution adopted by customers, facilitating cross-selling of additional products[197]. Financial Performance - Approximately 95% of revenue for the nine months ended September 30, 2021, was recurring or re-occurring, with a stable average monthly net pro forma revenue retention rate of 99% or more over the last 8 quarters[202]. - Revenue for the three months ended September 30, 2021, increased 17.7% compared to the same period in 2020, excluding the impact of acquisitions[211]. - Pro Forma Revenue Growth Rate for the three months ended September 30, 2021, was 20.0%, compared to 20.6% for the same period in 2020[220]. - Total revenues for the three months ended September 30, 2021, increased by $39.4 million or 44.2% compared to the same period in 2020, driven by subscription and transaction fees growth of $31.8 million[251]. - For the nine months ended September 30, 2021, total revenues increased by $108.9 million or 44.4% compared to the same period in 2020, with subscription and transaction fees contributing $83.7 million[251]. Revenue Breakdown - Revenue from Subscription and Transaction Fees increased by 52.9% for the three months ended September 30, 2021, compared to the same period in 2020[235]. - Revenue from Marketing Technology Solutions increased by 29.8% for the three months ended September 30, 2021, compared to the same period in 2020[235]. - Marketing Technology Solutions revenue includes recurring revenues for managing digital advertising programs and re-occurring fees for consumer leads generated[200]. Expenses and Losses - The company reported a net loss of $36.906 million for the three months ended September 30, 2021, compared to a net loss of $5.444 million for the same period in 2020[229]. - Sales and marketing expenses for the three months ended September 30, 2021, rose by $13.1 million or 108.4% compared to the same period in 2020, accounting for 19.6% of total revenues[256]. - General and administrative expenses increased by $8.7 million or 50.9% for the three months ended September 30, 2021, compared to the same period in 2020, and by $23.4 million or 41.5% for the nine months ended September 30, 2021[260]. - The company recognized $20.8 million and $57.5 million in revenue from acquisitions closed after September 30, 2020, for the three and nine months ended September 30, 2021, respectively[251]. Cash Flow and Financing - As of September 30, 2021, the company had cash, cash equivalents, and restricted cash of $98.3 million, with $155.0 million of available borrowing capacity under its New Revolver[271]. - Net cash provided by operating activities was $13.7 million for the nine months ended September 30, 2021, compared to $32.1 million in the same period of 2020[272]. - Net cash used in investing activities was $194.2 million for the nine months ended September 30, 2021, primarily driven by acquisitions[276]. - Net cash provided by financing activities was $180.5 million for the nine months ended September 30, 2021, mainly from stock issuances and long-term debt proceeds[277]. Debt and Credit Facilities - As of September 30, 2021, the outstanding amount under the New Credit Facilities was $385.0 million, comprising $350.0 million related to New Term Loans and $35.0 million related to the New Revolver[291]. - The effective interest rate on the New Term Loans was approximately 4.0% from July 6, 2021, through September 30, 2021[291]. - The New Term Loans mature in July 2028, while the New Revolver matures in July 2026[290]. - The Company was in compliance with the covenants under the New Credit Agreement as of September 30, 2021[292].
EverCommerce(EVCM) - 2021 Q2 - Quarterly Report
2021-08-11 16:00
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 Title of each class Trading Symbol(s)Name of each exchange on which registered Common stock, $0.00001 par value EVCM The Nasdaq Stock Market LLC 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, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ________________ ...
EverCommerce(EVCM) - 2021 Q2 - Earnings Call Presentation
2021-08-10 10:42
Investor Presentation Q2 2021 IMPORTANT INFORMATION This presentation contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements contained in this presentation that do not relate to matters of historical fact should be considered forward-looking statements, including without limitation statements regarding our future operations and financial results, the underlying trends in our business, our market opportunity, our potential for growth and ...
EverCommerce(EVCM) - 2021 Q2 - Earnings Call Transcript
2021-08-10 04:32
EverCommerce Inc. (NASDAQ:EVCM) Q2 2021 Earnings Conference Call August 9, 2021 5:00 PM ET Company Participants Brian Denyeau - IR Eric Remer - CEO Marc Thompson - CFO Matt Feierstein - President Conference Call Participants Sterling Auty - JP Morgan Brent Bracelin - Piper Sandler Matt Hedberg - RBC Capital Markets Samad Samana - Jefferies Bhavin Shah - Deutsche Bank Brad Reback - Stifel DJ Hynes - Canaccord Brian Peterson - Raymond James Kirk Materne - Evercore Pat Walravens - JMP Operator Good day, and t ...