EverCommerce(EVCM) - 2023 Q1 - Quarterly Report

FORM 10-Q Filing Information This section provides the filing details for EverCommerce Inc.'s Quarterly Report on Form 10-Q, including its filer status and common stock information - This is a Quarterly Report on Form 10-Q for EverCommerce Inc. (Commission File Number: 001-40575) for the quarterly period ended March 31, 2023[2] - The registrant's common stock (EVCM) is registered on The Nasdaq Stock Market LLC[3] - EverCommerce Inc. is classified as an Accelerated filer and an Emerging growth company[6] - As of May 5, 2023, there were 187,934,868 shares of common stock outstanding[7] CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This section advises that the report contains forward-looking statements subject to significant risks and uncertainties, cautioning investors against undue reliance - This report contains forward-looking statements intended to be covered by safe harbor provisions of the Securities Act and Exchange Act[10] - Forward-looking statements involve known and unknown risks, uncertainties, and other important factors that may cause actual results to differ materially from expectations[11] - Investors are cautioned not to unduly rely on these statements, which are based on information available as of the report date and are inherently uncertain[12] PART I — FINANCIAL INFORMATION This part presents the company's unaudited condensed consolidated financial statements and management's discussion and analysis of financial condition and results of operations Item 1. Financial Statements This section presents EverCommerce Inc.'s unaudited condensed consolidated financial statements, including balance sheets, statements of operations, equity, and cash flows, with accompanying detailed notes Condensed Consolidated Balance Sheets This subsection provides a snapshot of the company's financial position, detailing its total assets, liabilities, and stockholders' equity at specific reporting dates Condensed Consolidated Balance Sheets (in thousands) | Metric | March 31, 2023 | December 31, 2022 | | :--------------------------------- | :--------------- | :---------------- | | Total assets | $1,550,573 | $1,591,728 | | Total liabilities | $687,583 | $685,035 | | Total stockholders' equity | $862,990 | $906,693 | Condensed Consolidated Statements of Operations and Comprehensive Loss This section outlines the company's financial performance over the period, reporting total revenues, operating loss, and net loss attributable to common stockholders Condensed Consolidated Statements of Operations and Comprehensive Loss (in thousands) | Metric | Three months ended March 31, 2023 | Three months ended March 31, 2022 | | :------------------------------------------------ | :-------------------------------- | :-------------------------------- | | Total revenues | $161,136 | $143,576 | | Operating loss | $(5,288) | $(13,568) | | Net loss attributable to common stockholders | $(20,775) | $(13,309) | | Basic and diluted net loss per share | $(0.11) | $(0.07) | Condensed Consolidated Statements of Convertible Preferred Stock and Stockholders' Equity This statement tracks the changes in the company's stockholders' equity, including stock-based compensation, stock repurchases, and net loss Changes in Stockholders' Equity (in thousands) | Item | Three months ended March 31, 2023 | Three months ended March 31, 2022 | | :------------------------------------ | :-------------------------------- | :-------------------------------- | | Balance at December 31, 2022/2021 | $906,693 | $985,648 | | Stock-based compensation | $7,514 | $6,135 | | Repurchase and retirement of common stock | $(29,643) | — | | Net loss | $(20,775) | $(13,309) | | Balance at March 31, 2023/2022 | $862,990 | $978,533 | Condensed Consolidated Statements of Cash Flows This statement summarizes the cash inflows and outflows from the company's operating, investing, and financing activities over the reporting periods Condensed Consolidated Statements of Cash Flows (in thousands) | Cash Flow Activity | Three months ended March 31, 2023 | Three months ended March 31, 2022 | | :--------------------------------------- | :-------------------------------- | :-------------------------------- | | Net cash provided by operating activities | $12,700 | $12,854 | | Net cash used in investing activities | $(4,857) | $(4,392) | | Net cash used in financing activities | $(30,409) | $(652) | | Net increase (decrease) in cash | $(22,516) | $7,440 | Notes to Condensed Consolidated Financial Statements This section provides detailed explanations and additional information supporting the condensed consolidated financial statements, clarifying accounting policies and specific line items Note 1. Nature of the Business This note describes EverCommerce Inc. as a leading SaaS provider for service-based small- and medium-sized businesses across various sectors - EverCommerce Inc. is a leading provider of integrated software-as-a-service (SaaS) solutions for service-based small- and medium-sized businesses (SMBs), serving over 685,000 customers across Home Services, Health Services, and Fitness & Wellness Services[24] Note 2. Summary of Significant Accounting Policies This note details the company's significant accounting policies, including its preparation of unaudited interim statements and its election as an emerging growth company - The company prepares unaudited condensed consolidated financial statements in accordance with GAAP for interim information, with no significant changes in accounting policies from the prior year[25] - As an emerging growth company (EGC), EverCommerce has elected to use the extended transition period for complying with new or revised financial accounting standards[28][29] - The company adopted ASU No. 2016-13 (Credit Losses) and ASU No. 2021-08 (Contract Assets and Liabilities) for the year ending December 31, 2023, with no material impact on current financial statements[30][31] Note 3. Revenue This note disaggregates revenue by recognition pattern and geographical market, also detailing remaining performance obligations Revenue Disaggregation (in thousands) | Category | Three months ended March 31, 2023 | Three months ended March 31, 2022 | | :-------------------------- | :-------------------------------- | :-------------------------------- | | By pattern of recognition: | | | | Point in time | $14,738 | $12,106 | | Over time | $146,398 | $131,470 | | Total | $161,136 | $143,576 | | By geographical market: | | | | United States | $148,965 | $130,286 | | International | $12,171 | $13,290 | | Total | $161,136 | $143,576 | - Remaining performance obligations totaled $20.5 million as of March 31, 2023, with approximately 60% expected to be recognized as revenue within the next year[37][38] Note 4. Goodwill This note presents the changes in goodwill, including the impact of foreign currency exchange rate fluctuations Goodwill Activity (in thousands) | Item | Amount | | :---------------------------------- | :------- | | Balance at December 31, 2022 | $914,082 | | Effect of foreign currency exchange rate changes | $(308) | | Balance at March 31, 2023 | $913,774 | Note 5. Intangible Assets This note provides a breakdown of intangible assets, net, and reports the amortization expense for the period Intangible Assets, Net (in thousands) | Category | March 31, 2023 | December 31, 2022 | | :---------------------- | :--------------- | :---------------- | | Customer relationships | $322,862 | $340,411 | | Developed technology | $42,435 | $46,558 | | Trade name | $17,227 | $18,406 | | Non-compete agreements | $255 | $345 | | Total | $382,779 | $405,720 | - Amortization expense for intangible assets was $23.2 million for the three months ended March 31, 2023, a decrease from $25.2 million in the prior year[44] Note 6. Property and Equipment This note details the company's property and equipment, net of accumulated depreciation, and reports the depreciation expense Property and Equipment, Net (in thousands) | Category | March 31, 2023 | December 31, 2022 | | :-------------------------- | :--------------- | :---------------- | | Total property and equipment | $25,322 | $24,838 | | Less accumulated depreciation | $(13,931) | $(12,908) | | Property and equipment, net | $11,391 | $11,930 | - Depreciation expense was $1.0 million for both the three months ended March 31, 2023 and 2022[45] Note 7. Capitalized Software This note outlines the capitalized software, net of accumulated amortization, and reports the associated amortization expense Capitalized Software, Net (in thousands) | Category | March 31, 2023 | December 31, 2022 | | :-------------------------- | :--------------- | :---------------- | | Capitalized software | $49,958 | $45,872 | | Less: accumulated amortization | $(15,132) | $(13,318) | | Capitalized software, net | $34,826 | $32,554 | - Amortization expense for capitalized software was $1.8 million for Q1 2023, up from $1.2 million in Q1 2022[46] - A $0.3 million charge was recorded for capitalized features no longer expected to be used during Q1 2023[48] Note 8. Leases This note provides a breakdown of lease expenses by type and presents the operating lease right-of-use assets and total operating lease liabilities Lease Expenses (in thousands) | Lease Cost Type | Three months ended March 31, 2023 | Three months ended March 31, 2022 | | :-------------------- | :-------------------------------- | :-------------------------------- | | Operating lease cost | $1,624 | $2,117 | | Variable lease cost | $495 | $374 | | Short-term lease cost | $55 | $89 | | Total lease cost | $2,174 | $2,580 | Operating Lease Liabilities (in thousands) | Item | March 31, 2023 | December 31, 2022 | | :-------------------------- | :--------------- | :---------------- | | Operating lease right-of-use assets | $19,762 | $21,756 | | Total operating lease liabilities | $26,491 | $27,739 | Note 9. Long-Term Debt This note details the company's long-term debt, including principal amounts and the use of interest rate swaps, confirming compliance with credit facility covenants Long-Term Debt (in thousands) | Item | March 31, 2023 | December 31, 2022 | | :------------------------------------------------ | :--------------- | :---------------- | | Principal debt | $541,750 | $543,125 | | Total debt (net of deferred financing costs & discount) | $535,386 | $536,446 | | Long-term portion | $529,886 | $530,946 | - The company entered into two interest rate swap agreements for notional amounts of $200.0 million and $100.0 million to convert portions of Term Loans from floating to fixed rates[55] - As of March 31, 2023, the company was in compliance with all covenants under its Credit Facilities[57] Note 10. Equity This note details the company's common stock repurchase and retirement activities during the quarter and the remaining available amount under the program - The company repurchased and retired 3.1 million shares of common stock for $29.6 million during the three months ended March 31, 2023[61] - As of March 31, 2023, $27.6 million remains available under the Repurchase Program[61] Note 11. Stock-Based Compensation This note details the stock-based compensation expense by category and reports the total unrecognized compensation expense for RSUs and stock options Stock-Based Compensation Expense (in thousands) | Category | Three months ended March 31, 2023 | Three months ended March 31, 2022 | | :-------------------------- | :-------------------------------- | :-------------------------------- | | Cost of revenues | $108 | $82 | | Sales and marketing | $402 | $328 | | Product development | $562 | $392 | | General and administrative | $6,442 | $5,333 | | Total stock-based compensation expense | $7,514 | $6,135 | - Total unrecognized compensation expense was $40.9 million for RSUs and $18.1 million for stock options as of March 31, 2023[63] Note 12. Net Loss Per Share Attributable to Common Stockholders This note provides the net loss attributable to common stockholders, basic and diluted net loss per share, and weighted-average shares outstanding Net Loss Per Share (in thousands, except per share amounts) | Metric | Three months ended March 31, 2023 | Three months ended March 31, 2022 | | :------------------------------------------------ | :-------------------------------- | :-------------------------------- | | Net loss attributable to common stockholders | $(20,775) | $(13,309) | | Basic and diluted net loss per share | $(0.11) | $(0.07) | | Weighted-average shares outstanding | 190,042,673 | 195,432,404 | - 21.2 million potentially dilutive common stock equivalents were excluded from diluted EPS calculation due to their anti-dilutive effect[65] Note 13. Fair Value of Financial Instruments This note details financial assets and liabilities measured at fair value, categorizing them within a three-tier hierarchy Financial Assets and Liabilities Measured at Fair Value (in thousands) | Item | March 31, 2023 | December 31, 2022 | | :------------------ | :--------------- | :---------------- | | Money market (Asset) | $1,550 | $6,568 | | Interest rate swaps (Liability) | $7,137 | $2,893 | - Fair value measurements are categorized into a three-tier hierarchy (Level 1, 2, 3), with interest rate swaps classified as Level 2[67][69] Note 14. Income Taxes This note reports the income tax benefit or expense and the effective income tax rate, explaining significant changes Income Tax Benefit (Expense) and Effective Rate | Metric | Three months ended March 31, 2023 | Three months ended March 31, 2022 | | :-------------------------------- | :-------------------------------- | :-------------------------------- | | Income tax benefit (expense) | $(299) | $5,737 | | Effective income tax rate | (1.5)% | 30.1% | - The significant change in effective income tax rate was primarily due to discrete items in Q1 2022, including a California law change and an intercompany intellectual property sale[72] Note 15. Commitments and Contingencies This note outlines future minimum contractual purchase obligations and confirms no material adverse legal proceedings or claims Future Minimum Contractual Purchase Obligations (in thousands) | Year ended December 31, | Amount | | :---------------------- | :------- | | 2023 (remainder of year) | $9,515 | | 2024 | $12,800 | | 2025 | $10,279 | | 2026 | $2,125 | | 2027 | $2,625 | | Thereafter | $688 | | Total | $38,032 | - The company is not aware of any legal proceedings or claims expected to have a material adverse effect on its business[73] Note 16. Geographic Areas This note disaggregates the company's long-lived assets by geographic area, distinguishing between United States and International holdings Long-Lived Assets by Geographic Area (in thousands) | Geographic Area | March 31, 2023 | December 31, 2022 | | :---------------- | :--------------- | :---------------- | | United States | $37,767 | $36,226 | | International | $8,450 | $8,258 | Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations This section provides management's perspective on the company's financial condition and results of operations, covering business overview, macroeconomic impacts, key metrics, and liquidity Overview This overview describes EverCommerce's integrated SaaS solutions for SMBs, its "land and expand" strategy, and its acquisition approach - EverCommerce provides integrated SaaS solutions for over 685,000 service SMBs across Home, Health, and Fitness & Wellness Services, utilizing a 'land and expand' strategy to cross-sell solutions[77][80] - Approximately 95% of revenue for the three months ended March 31, 2023, was recurring or re-occurring, with an annualized net revenue retention rate of approximately 100%[82] - The company has acquired 52 companies since its inception, leveraging an established framework for identification, execution, and integration[86] Impact of Macroeconomic Climate This section addresses how macroeconomic pressures, including inflation, interest rates, and supply chain disruptions, may adversely affect the company's financial performance - Macroeconomic pressures, including the COVID-19 pandemic, rising inflation, strengthened US Dollar, rising interest rates, and supply chain disruptions, may adversely affect revenues and costs[87] Key Factors Affecting Our Performance This section directs readers to the Annual Report on Form 10-K for a detailed discussion of key factors affecting the company's performance - A detailed discussion of key factors affecting performance is available in the Management's Discussion and Analysis section of the Annual Report on Form 10-K[89] Key Business and Financial Metrics This section highlights key business and financial metrics, including pro forma revenue growth rate, adjusted gross profit, and adjusted EBITDA - Pro Forma Revenue Growth Rate was 12.2% for the three months ended March 31, 2023, reflecting underlying growth from new and existing customers[93] Adjusted Gross Profit (in thousands) | Metric | Three months ended March 31, 2023 | Three months ended March 31, 2022 | | :------------------ | :-------------------------------- | :-------------------------------- | | Gross profit | $99,281 | $87,278 | | Adjusted gross profit | $105,190 | $92,831 | Adjusted EBITDA Reconciliation (in thousands) | Metric | Three months ended March 31, 2023 | Three months ended March 31, 2022 | | :-------------------------------- | :-------------------------------- | :-------------------------------- | | Net loss | $(20,775) | $(13,309) | | Adjusted EBITDA | $31,938 | $22,962 | Description of Certain Components of Financial Data This section describes the primary components of revenue and explains the expected fluctuations and growth drivers for various expense categories - Revenue is primarily derived from Subscription and Transaction Fees (recurring), Marketing Technology Solutions (recurring/re-occurring), and Other (one-time services/hardware)[103][105] - Cost of revenues is expected to fluctuate based on revenue mix, with Marketing Technology Solutions generally having a higher cost percentage[107] - Sales and marketing, product development, and general and administrative expenses are expected to increase in absolute dollars to support growth[108][109][111] Results of Operations This section analyzes the changes in total revenues and operating expenses, highlighting the improvement in operating loss and the increase in net loss Total Revenues (in thousands) | Metric | Three months ended March 31, 2023 | Three months ended March 31, 2022 | Change Amount | Change % | | :-------------------------- | :-------------------------------- | :-------------------------------- | :------------ | :------- | | Total revenues | $161,136 | $143,576 | $17,560 | 12.2% | | Subscription and transaction fees | $123,820 | $108,001 | $15,819 | 14.6% | | Marketing technology solutions | $31,788 | $29,904 | $1,884 | 6.3% | Operating Expenses (in thousands) | Expense Category | Three months ended March 31, 2023 | Three months ended March 31, 2022 | Change Amount | Change % | | :------------------------------------------------ | :-------------------------------- | :-------------------------------- | :------------ | :------- | | Cost of revenues (exclusive of D&A) | $55,946 | $50,745 | $5,201 | 10.2% | | Sales and marketing | $30,899 | $30,145 | $754 | 2.5% | | Product development | $18,703 | $17,637 | $1,066 | 6.0% | | General and administrative | $34,926 | $31,226 | $3,700 | 11.8% | | Depreciation and amortization | $25,950 | $27,391 | $(1,441) | (5.3)% | - Operating loss improved to $(5.3) million in Q1 2023 from $(13.6) million in Q1 2022, while net loss increased to $(20.8) million from $(13.3) million, primarily due to a significant increase in interest and other expense, net[116][126] Liquidity and Capital Resources This section details the company's primary sources and uses of liquidity, including cash, borrowing capacity, and cash flow activities - Primary liquidity sources are operating activities, equity issuances, and long-term debt, with primary uses for acquisitions, working capital, capital expenditures, debt servicing, and lease obligations[128][129] Cash and Liquidity (in thousands) | Metric | March 31, 2023 | | :------------------------------------------------ | :--------------- | | Cash, cash equivalents and restricted cash | $73,308 | | Available borrowing capacity under Revolver | $190,000 | | Outstanding under Term Loans | $541,800 | - Net cash provided by operating activities was $12.7 million in Q1 2023, a slight decrease from $12.9 million in Q1 2022, mainly due to higher interest payments and investments in business growth[132][133] - Net cash used in financing activities was $30.4 million in Q1 2023, primarily driven by $29.6 million in common stock repurchases[137] - As of March 31, 2023, $27.6 million remains available under the stock repurchase program[149] Critical Accounting Policies and Significant Judgments and Estimates This section confirms no material changes to the company's critical accounting policies or significant judgments and estimates from the prior Annual Report on Form 10-K - There were no material changes to the company's critical accounting policies during the three months ended March 31, 2023, from those discussed in the Annual Report on Form 10-K[152] Recent Accounting Pronouncements This section refers to Note 2 of the condensed consolidated financial statements for a discussion of recently adopted and issued accounting pronouncements - Refer to Note 2 of the condensed consolidated financial statements for a discussion of recently adopted and issued accounting pronouncements[153] Election Under the Jumpstart Our Business Startups Act of 2012 This section states the company's qualification as an "emerging growth company" and its election to adopt new accounting guidance within private company timelines - The company qualifies as an 'emerging growth company' and has elected to adopt new or revised accounting guidance within the same time periods as private companies[154][155] Item 3. Quantitative and Qualitative Disclosures About Market Risk This section confirms that there have been no material changes to the company's market risk disclosures since its Annual Report on Form 10-K - No material changes to disclosures regarding market risk from the Annual Report on Form 10-K[156] Item 4. Controls and Procedures Management concluded that disclosure controls and procedures were ineffective as of March 31, 2023, due to an un-remediated material weakness in internal control over financial reporting - Disclosure controls and procedures were not effective as of March 31, 2023, due to a material weakness in internal control over financial reporting[158] - The company continues to work on remediating the material weakness, with no material changes in internal control over financial reporting during the quarter[159] PART II — OTHER INFORMATION This part covers legal proceedings, risk factors, unregistered sales of equity securities, and a list of exhibits filed with the report Item 1. Legal Proceedings The company is involved in various legal proceedings in the ordinary course of business, none of which are expected to have a material adverse effect - No current legal proceedings or claims are expected to have a material adverse effect on the business, financial condition, or operating results[162] Item 1A. Risk Factors This section confirms that there have been no material changes to the risk factors previously disclosed in the Annual Report on Form 10-K - No material changes to risk factors from those included in the Annual Report on Form 10-K[163] Item 2. Unregistered Sales of Equity Securities and Use of Proceeds This section details the company's common stock repurchase activity during the quarter, including the number of shares and average price paid Common Stock Repurchase Activity (in thousands, except per share amounts) | Period | Total shares purchased | Average price paid per share | | :--------------------------------- | :--------------------- | :--------------------------- | | January 1, 2023 - January 31, 2023 | 1,157,697 | $8.47 | | February 1, 2023 - February 28, 2023 | 817,748 | $10.38 | | March 1, 2023 - March 31, 2023 | 1,148,252 | $9.82 | | Total | 3,123,697 | | - The company repurchased $29.6 million in common stock during Q1 2023, with $27.6 million remaining available under the program as of March 31, 2023[164] Item 3. Defaults Upon Senior Securities This section reports that there were no defaults upon senior securities during the period - No defaults upon senior securities[165] Item 4. Mine Safety Disclosures This item is explicitly stated as not applicable to the company's operations - Not applicable[166] Item 5. Other Information This section indicates that no other information was reported for the period - No other information[167] Item 6. Exhibits This section lists all exhibits filed as part of this Quarterly Report on Form 10-Q, including corporate documents and certifications - The report includes various exhibits such as the Amended and Restated Certificate of Incorporation, Bylaws, CEO/CFO certifications, and Inline XBRL documents[169] Signatures This section confirms the report's certification by the Chief Executive Officer and Chief Financial Officer - The report was signed by Eric Remer (Chief Executive Officer) and Marc Thompson (Chief Financial Officer) on May 9, 2023[175]