EVERBRIDGE, INC. - Quarter Report: 2023 September (Form 10-Q)

10-Q

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 September 30, 2023


☐	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)		(I.R.S. Employer Identification No.)

25 Corporate Drive, Suite 400 Burlington, Massachusetts		01803
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (818) 230-9700

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.001 par value	EVBG	The Nasdaq Global Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☒	Accelerated filer	☐

Non-accelerated filer	☐	Smaller reporting company	☐

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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of November 6, 2023, the registrant had 41,069,068 shares of common stock outstanding.

EVERBRIDGE, INC. AND SUBSIDIARIES

FORM 10-Q

TABLE OF CONTENTS


		Page

PART I.	FINANCIAL INFORMATION	3

Item 1.	Condensed Consolidated Financial Statements (unaudited)	3

	Condensed Consolidated Balance Sheets	3

	Condensed Consolidated Statements of Operations	4

	Condensed Consolidated Statements of Comprehensive Loss	5

	Condensed Consolidated Statements of Stockholders’ Equity	6

	Condensed Consolidated Statements of Cash Flows	8

	Notes to the Condensed Consolidated Financial Statements	9

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	30

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	46

Item 4.	Controls and Procedures	47

PART II.	OTHER INFORMATION	48

Item 1.	Legal Proceedings	48

Item 1A.	Risk Factors	48

Item 2.	Unregistered Sales of Equity Securities, Use of Proceeds and Issuer Repurchases of Equity Securities	48

Item 3.	Defaults Upon Senior Securities	48

Item 4.	Mine Safety Disclosures	48

Item 5.	Other Information	48

Item 6.	Exhibits	51

Signatures		52

PART I—FINANCIAL INFORMATION

Item 1. Condensed Consolidated Financial Statements (Unaudited).

EVERBRIDGE, INC. AND SUBSIDIARIES

Condensed Consolidated Balance Sheets

(in thousands, except share data)

(unaudited)


	September 30, 2023			December 31, 2022
Assets
Current assets:
Cash and cash equivalents	$	97,697		$	198,725
Restricted cash		2,067			2,046
Accounts receivable, net		92,627			119,986
Prepaid expenses		15,192			13,133
Assets held for sale		22			6,485
Deferred costs and other current assets		36,112			31,866
Total current assets		243,717			372,241
Property and equipment, net		9,218			8,993
Capitalized software development costs, net		30,701			27,370
Goodwill		507,420			508,781
Intangible assets, net		137,670			166,177
Restricted cash		783			823
Prepaid expenses		1,141			1,709
Deferred costs and other assets		42,129			39,570
Total assets	$	972,779		$	1,125,664
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable	$	13,244		$	10,854
Accrued payroll and employee related liabilities		25,072			31,175
Accrued expenses		16,744			13,566
Deferred revenue		223,529			233,106
Liabilities held for sale		170			2,062
Other current liabilities		6,594			10,644
Total current liabilities		285,353			301,407
Long-term liabilities:
Deferred revenue, noncurrent		7,226			9,278
Convertible senior notes		359,153			500,298
Deferred tax liabilities		5,048			6,236
Other long-term liabilities		17,805			19,334
Total liabilities		674,585			836,553
Commitments and contingencies
Stockholders' equity:
Preferred stock, par value $0.001, 10,000,000 shares authorized, no shares issued or outstanding as of September 30, 2023 and December 31, 2022, respectively		—			—
Common stock, $0.001 par value, 100,000,000 shares authorized, 40,968,758 and 40,127,522 shares issued and outstanding as of September 30, 2023 and December 31, 2022, respectively		41			40
Additional paid-in capital		761,279			721,143
Accumulated deficit		(430,139	)		(402,124	)
Accumulated other comprehensive loss		(32,987	)		(29,948	)
Total stockholders’ equity		298,194			289,111
Total liabilities and stockholders’ equity	$	972,779		$	1,125,664

See accompanying notes to condensed consolidated financial statements.

EVERBRIDGE, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Operations

(in thousands, except share and per share data)

(unaudited)


	Three Months Ended September 30,						Nine Months Ended September 30,
	2023			2022			2023			2022
Revenue	$	114,191		$	111,401		$	333,028		$	314,762
Cost of revenue		33,069			35,447			98,141			100,543
Gross profit		81,122			75,954			234,887			214,219
Operating expenses:
Sales and marketing		36,699			46,580			121,556			133,755
Research and development		23,852			25,177			73,469			75,355
General and administrative		31,204			23,357			80,633			72,786
Restructuring		2,109			37			2,794			6,779
Total operating expenses		93,864			95,151			278,452			288,675
Operating loss		(12,742	)		(19,197	)		(43,565	)		(74,456	)
Other income (expense), net
Interest and investment income		2,140			2,054			6,162			2,795
Interest expense		(724	)		(1,312	)		(2,258	)		(3,919	)
Gain (loss) on extinguishment of convertible notes, capped call modification and change in fair value		12,658			(4,770	)		12,658			(4,770	)
Other income (expense), net		(573	)		1,170			173			1,261
Total other income (expense), net		13,501			(2,858	)		16,735			(4,633	)
Income (loss) before income taxes		759			(22,055	)		(26,830	)		(79,089	)
(Provision for) benefit from income taxes		924			(25	)		(1,185	)		1,754
Net income (loss)	$	1,683		$	(22,080	)	$	(28,015	)	$	(77,335	)
Net income (loss) per share attributable to common stockholders:
Basic	$	0.04		$	(0.56	)	$	(0.69	)	$	(1.95	)
Diluted	$	(0.23	)	$	(0.56	)	$	(0.87	)	$	(1.95	)
Weighted-average common shares outstanding:
Basic		40,782,696			39,746,242			40,537,922			39,583,684
Diluted		43,844,334			39,746,242			43,734,429			39,583,684

See accompanying notes to condensed consolidated financial statements.

EVERBRIDGE, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Comprehensive Loss

(in thousands)

(unaudited)


	Three Months Ended September 30,						Nine Months Ended September 30,
	2023			2022			2023			2022
Net income (loss)	$	1,683		$	(22,080	)	$	(28,015	)	$	(77,335	)
Other comprehensive loss:
Foreign currency translation adjustment, net of taxes		(7,776	)		(19,879	)		(3,039	)		(48,424	)
Total comprehensive loss	$	(6,093	)	$	(41,959	)	$	(31,054	)	$	(125,759	)

See accompanying notes to condensed consolidated financial statements.

EVERBRIDGE, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Stockholders’ Equity

(in thousands, except share data)

(unaudited)


	Common stock					Additional paid-in			Accumulated			Accumulated- other comprehensive
	Shares			Par value		capital			deficit			loss			Total
Balance at December 31, 2022		40,127,522		$	40	$	721,143		$	(402,124	)	$	(29,948	)	$	289,111
Stock-based compensation		—			—		13,931			—			—			13,931
Vesting of restricted stock units and performance-based restricted stock units		250,127			—		—			—			—			—
Stock award shares withheld to settle employee tax withholding liability		(56,062	)		—		(1,866	)		—			—			(1,866	)
Exercise of stock options		71,166			—		1,263			—			—			1,263
Issuance of shares under employee stock purchase plan		88,863			—		2,546			—			—			2,546
Other comprehensive income		—			—		—			—			2,426			2,426
Net loss		—			—		—			(14,648	)		—			(14,648	)
Balance at March 31, 2023		40,481,616			40		737,017			(416,772	)		(27,522	)		292,763
Stock-based compensation		—			—		17,494			—			—			17,494
Vesting of restricted stock units and performance-based restricted stock units		245,850			1		—			—			—			1
Stock award shares withheld to settle employee tax withholding liability		(69,388	)		—		(1,824	)		—			—			(1,824	)
Exercise of stock options		870			—		12			—			—			12
Other comprehensive income		—			—		—			—			2,311			2,311
Net loss		—			—		—			(15,050	)		—			(15,050	)
Balance at June 30, 2023		40,658,948			41		752,699			(431,822	)		(25,211	)		295,707
Stock-based compensation		—			—		9,339			—			—			9,339
Vesting of restricted stock units and performance-based restricted stock units		320,961			—		—			—			—			—
Stock award shares withheld to settle employee tax withholding liability		(96,411	)		—		(2,529	)		—			—			(2,529	)
Exercise of stock options		2,001			—		25			—			—			25
Issuance of shares under employee stock purchase plan		83,259			—		1,745			—			—			1,745
Other comprehensive loss		—			—		—			—			(7,776	)		(7,776	)
Net income		—			—		—			1,683			—			1,683
Balance at September 30, 2023		40,968,758		$	41	$	761,279		$	(430,139	)	$	(32,987	)	$	298,194


	Common stock					Additional paid-in			Accumulated			Accumulated- other comprehensive
	Shares			Par value		capital			deficit			loss			Total
Balance at December 31, 2021		39,389,733		$	39	$	853,664		$	(388,112	)	$	(2,902	)	$	462,689
Cumulative effect of adoption of ASU 2020-06, net of taxes		—			—		(185,141	)		47,162			—			(137,979	)
Stock-based compensation		—			—		6,314			—			—			6,314
Vesting of restricted stock units and performance-based restricted stock units		68,560			1		—			—			—			1
Stock award shares withheld to settle employee tax withholding liability		(13,411	)		—		(572	)		—			—			(572	)
Exercise of stock options		725			—		17			—			—			17
Issuance of shares under employee stock purchase plan		58,747			—		1,702			—			—			1,702
Other comprehensive loss		—			—		—			—			(5,360	)		(5,360	)
Net loss		—			—		—			(19,073	)		—			(19,073	)
Balance at March 31, 2022		39,504,354			40		675,984			(360,023	)		(8,262	)		307,739
Stock-based compensation		—			—		16,578			—			—			16,578
Vesting of restricted stock units and performance-based restricted stock units		219,765			—		—			—			—			—
Stock award shares withheld to settle employee tax withholding liability		(50,305	)		—		(1,724	)		—			—			(1,724	)
Exercise of stock options		3,286			—		65			—			—			65
Other comprehensive loss		—			—		—			—			(23,185	)		(23,185	)
Net loss		—			—		—			(36,182	)		—			(36,182	)
Balance at June 30, 2022		39,677,100			40		690,903			(396,205	)		(31,447	)		263,291
Modification of 2022 Notes capped call options and resulting reclassification to derivative asset		—			—		6,110			—			—			6,110
Stock-based compensation		—			—		18,181			—			—			18,181
Vesting of restricted stock units and performance-based restricted stock units		226,980			—		—			—			—			—
Stock award shares withheld to settle employee tax withholding liability		(65,212	)		—		(1,913	)		—			—			(1,913	)
Exercise of stock options		1,122			—		17			—			—			17
Issuance of shares under employee stock purchase plan		46,949			—		1,463			—			—			1,463
Other comprehensive loss		—			—		—			—			(19,879	)		(19,879	)
Net loss		—			—		—			(22,080	)		—			(22,080	)
Balance at September 30, 2022		39,886,939		$	40	$	714,761		$	(418,285	)	$	(51,326	)	$	245,190

See accompanying notes to condensed consolidated financial statements.

EVERBRIDGE, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Cash Flows

(in thousands)

(unaudited)


	Nine Months Ended September 30,
	2023			2022
Cash flows from operating activities:
Net loss	$	(28,015	)	$	(77,335	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization		44,288			45,253
Amortization of deferred costs		14,478			13,365
Deferred income taxes		(1,037	)		(7,132	)
Accretion of interest on convertible senior notes		2,122			3,492
(Gain) loss on disposal of assets		(352	)		940
(Gain) loss on extinguishment of convertible notes, capped call modification and change in fair value		(12,658	)		4,770
Provision for credit losses and sales reserve		2,203			(712	)
Stock-based compensation		38,177			39,702
Other non-cash adjustments		—			(57	)
Changes in operating assets and liabilities:
Accounts receivable		25,439			28,760
Prepaid expenses		(1,567	)		17
Deferred costs		(18,815	)		(16,157	)
Other assets		(2,080	)		7,591
Accounts payable		1,936			(3,172	)
Accrued payroll and employee related liabilities		(6,103	)		(6,919	)
Accrued expenses		2,139			(637	)
Deferred revenue		(11,885	)		(4,678	)
Other liabilities		(5,316	)		(11,278	)
Net cash provided by operating activities		42,954			15,813
Cash flows from investing activities:
Capital expenditures		(4,124	)		(2,951	)
Proceeds from landlord reimbursement		88			1,219
Proceeds from sale of assets		4,368			—
Payment for acquisition of business, net of acquired cash		—			(1,249	)
Additions to capitalized software development costs		(12,704	)		(11,609	)
Net cash used in investing activities		(12,372	)		(14,590	)
Cash flows from financing activities:
Repurchase of convertible notes		(129,579	)		—
Payments associated with shares withheld to settle employee tax withholding liability		(6,218	)		(4,208	)
Proceeds from employee stock purchase plan		4,291			3,165
Proceeds from stock option exercises		1,300			99
Other		(57	)		(55	)
Net cash used in financing activities		(130,263	)		(999	)
Effect of exchange rates on cash, cash equivalents and restricted cash		(1,366	)		(3,309	)
Net decrease in cash, cash equivalents and restricted cash		(101,047	)		(3,085	)
Cash, cash equivalents and restricted cash—beginning of period		201,594			492,758
Cash, cash equivalents and restricted cash—end of period	$	100,547		$	489,673
Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest	$	1,135		$	281
Taxes, net of refunds received		4,946			1,545
Supplemental disclosure of non-cash activities:
Modification of 2022 Notes capped call options and resulting reclassification from equity to derivative asset		—			6,090
Capitalized assets included in accounts payable and accrued expenses		787			156
Capitalized development costs included in accounts payable and accrued expenses		175			—
Stock-based compensation capitalized for software development		2,380			1,675

See accompanying notes to condensed consolidated financial statements.

EVERBRIDGE, INC. AND SUBSIDIARIES

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

(1) Business and Nature of Operations

Everbridge, Inc., a Delaware corporation (together with its wholly-owned subsidiaries, referred to as “Everbridge” or the “Company”), is a global software company that empowers resilience by leveraging intelligent automation technology to enable customers to anticipate, mitigate, respond to, and recover from critical events to keep people safe and organizations running. The Company’s SaaS-based platform enables the Company’s customers to manage and mitigate critical events. The Company’s enterprise applications, such as Mass Notification, Safety Connection, IT Alerting, Visual Command Center, Public Warning, Community Engagement, Risk Center, Crisis Management, CareConverge, Control Center, 911 Connect, Travel Risk Management, SnapComms and E911, automate numerous critical event management (“CEM”) processes. The Company generates revenue primarily from subscription fees to the Company’s enterprise applications. The Company has operations in the United States, United Kingdom, Norway, China, Netherlands, Canada, New Zealand, France, India, and other countries.

(2) Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Certain information and note disclosures normally included in the financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. Therefore, these condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022.

The condensed consolidated balance sheet as of December 31, 2022, included herein, was derived from the audited financial statements as of that date, but does not include all disclosures including certain notes required by U.S. GAAP on an annual reporting basis.

In the opinion of management, the accompanying unaudited condensed consolidated financial statements reflect all normal recurring adjustments necessary to present fairly the financial position, results of operations, comprehensive loss, statements of stockholders’ equity and cash flows for the interim periods, but are not necessarily indicative of the results of operations to be anticipated for the full year 2023 or any future period.

Principles of Consolidation

The condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated.

Use of Estimates

The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Assets and liabilities which are subject to judgment and use of estimates include the determination of the period of benefit for deferred commissions, relative stand-alone selling price for identified performance obligations in the Company’s revenue transactions, allowances for credit losses, the fair value of assets acquired and liabilities assumed in business combinations, the fair value of contingent consideration, the recoverability of goodwill and long-lived assets, valuation allowances with respect to deferred tax assets, useful lives associated with property and equipment and intangible assets, contingencies, and the valuation and assumptions underlying stock-based compensation. On an ongoing basis, the Company evaluates its estimates compared to historical experience and trends, which form the basis for making judgments about the carrying value of assets and liabilities. In addition, the Company engages valuation specialists to assist with management’s determination of the valuation of its fair values of assets acquired and liabilities assumed in business combinations, convertible senior notes, and certain market-based performance equity awards.

In March 2023, Silicon Valley Bank and Signature Bank were closed and taken over by the Federal Deposit Insurance Corporation, which raised concern regarding the stability of other banks in the United States and in particular with respect to regional banks. While the Company has not been materially impacted by such events to date, if the Company's primary banking partners or the banking partners of the Company's customers were to experience a similar crisis, it may cause a material impact on the Company's liquidity, including the ability to access its cash and cash equivalents, or the liquidity of the Company's customers such as delays in, or failure to, make payments, or reduce their demand for the Company's products. Additionally, there have been significant changes to the global economic situation as a consequence of the COVID-19 pandemic. There continue to be uncertainties with respect to macroeconomic conditions as a result of the pandemic and otherwise and there may be future periods of global instability and volatility in markets where the Company conducts business which could cause changes to estimates as a result of the financial circumstances. Such changes to estimates could potentially result in impacts that would be material to the consolidated financial statements, particularly with respect to the timing of revenue recognition resulting from potential implementation delays, evaluating the recoverability of long-lived assets with finite useful lives for impairment and estimates of credit losses for accounts receivables and contract assets. No impairments were recorded as of the balance sheet date; however, due to significant uncertainty surrounding these situations, management's judgment could change in the future. As of the date of issuance of these financial statements, the Company’s results of operations have not been significantly impacted by the banking industry disruption or the COVID-19 pandemic; however, the Company continues to monitor these situations.

Concentrations of Credit and Business Risk

Financial instruments that potentially subject the Company to a concentration of credit risk consist of cash, cash equivalents and accounts receivable.

The Company maintains cash and cash equivalent balances at several banks. Accounts located in the United States are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000. From time to time, balances may exceed amounts insured by the FDIC. The Company has not experienced any losses in such amounts.

The Company’s accounts receivable are generally unsecured and are derived from revenue earned from customers primarily located in the United States, Norway, Netherlands, Sweden and the United Kingdom and are generally denominated in U.S. Dollars, Norwegian Krone, Euro, Swedish Kronor or British Pounds. Each reporting period, the Company reevaluates each customer’s ability to satisfy credit obligations and maintains an allowance for credit risk based on the evaluations. No single customer comprised more than 10% of the Company’s total revenue for the three and nine months ended September 30, 2023 and 2022. No single customer comprised more than 10% of the Company’s gross accounts receivable as of September 30, 2023 and December 31, 2022.

Cash and Cash Equivalents

The Company considers all highly liquid instruments with original maturities of three months or less at the date of purchase to be cash equivalents. Cash equivalents consist of funds deposited into money market funds. Cash and cash equivalents are recorded at cost, which approximates fair value.

Restricted Cash

The Company’s restricted cash balance primarily consists of cash held at a financial institution for collateral against performance on the Company’s customer contracts and certain other cash deposits for specific purposes.

Significant Accounting Policies

There have been no changes to the Company’s significant accounting policies described in the Annual Report on Form 10-K for the year ended December 31, 2022 filed with the SEC on February 24, 2023, that have had a material impact on the Company’s condensed consolidated financial statements and related notes.

Revenue Recognition

The Company derives its revenues primarily from subscription services and professional services. Revenues are recognized when control of services is transferred to the Company’s customers in an amount that reflects the consideration it expects to be entitled to in exchange for those services.

The Company determines revenue recognition through the following steps:

•

Identification of the contract, or contracts, with a customer;

•

Identification of the performance obligations in the contract;

•

Determination of the transaction price;

•

Allocation of the transaction price to the performance obligations in the contract; and

•

Recognition of revenue when, or as, the Company satisfies a performance obligation.

Subscription Services Revenues

Subscription services revenues primarily consist of fees that provide customers access to one or more of the Company’s hosted applications for critical event management, with routine customer support. Revenue is generally recognized over time on a ratable basis over the contract term beginning on the date that the Company’s service is made available to the customer. All services are recognized using an output measure of progress looking at time elapsed as the contract generally provides the customer equal benefit throughout the contract period. The Company’s subscription contracts are generally two years or longer in length, billed annually in advance, and non-cancelable.

Professional Services Revenues

Professional services revenues primarily consist of fees for deployment and optimization services, as well as training. The majority of the Company’s consulting contracts revenue is recognized over time as the services are performed. For contracts billed on a fixed price basis, revenue is recognized over time based on the proportion of services performed to date compared to total services expected to be performed.

Software License Revenues

The Company also sells software and related post contract support for on premises usage as well as professional services, hardware and hosting. The Company’s on premises license transactions are generally perpetual in nature and are recognized at a point in time when made available to the customer for use. Significant judgment is required to determine the standalone selling prices for each distinct performance obligation in order to allocate the transaction price for purposes of revenue recognition. Making this judgment of estimating a standalone selling price involves consideration of overall pricing objectives, market conditions and other factors, including the value of the Company’s other similar contracts, the applications sold, customer demographics, geographic locations, and the number and types of users within the Company’s contracts. The significant judgment was primarily due to using such considerations to estimate the price that each distinct performance obligation would be sold for on a standalone basis because such performance obligations are typically sold together on a bundled basis. Changes in these estimates of standalone selling prices can have a material effect on the amount of revenue recognized from each distinct performance obligation.

Contracts with Multiple Performance Obligations

Most of the Company’s contracts with customers contain multiple performance obligations. For these contracts, the Company accounts for individual performance obligations separately if they are distinct. The transaction price is allocated to the separate performance obligations on a relative standalone selling price basis for those performance obligations with stable observable prices and then the residual method applied for any performance obligation that has pricing which is highly variable. The Company determines the standalone selling prices based on the Company’s overall pricing objectives, taking into consideration market conditions and other factors, including the value of the Company’s contracts, pricing when certain services are sold on a standalone basis, the applications sold, customer demographics, geographic locations, and the volume of services and users.

Returns

The Company does not offer rights of return for its products and services in the normal course of business.

Customer Acceptance

The Company’s contracts with customers generally do not include customer acceptance clauses.

Trade and Other Receivables

Trade and other receivables are primarily comprised of trade receivables that are recorded at the invoice amount, net of an allowance for credit risk, which is not material. Other receivables represent unbilled receivables related to subscription and professional services contracts, net of an allowance for credit losses, which is not material.

Deferred Costs

Sales commissions earned by the Company’s sales force are considered incremental and recoverable costs of obtaining a contract with a customer. Subscription-related commissions costs are deferred and then amortized on a straight-line basis over a period of benefit that the Company has determined to be four years. Sales commissions attributable to professional services are expensed within twelve months of selling the service to the customer. The Company has determined the period of benefit by taking into consideration its customer contracts, its technology and other factors. Sales commissions attributed to renewals are not material and are not commensurate with initial and growth sales. Amortization of deferred commissions is included in sales and marketing expenses in the accompanying condensed consolidated statements of operations.

Deferred Revenue

Deferred revenue consists of amounts that have been invoiced and for which the Company has the right to bill, but that have not been recognized as revenue because the related goods or services have not been transferred. Deferred revenue that will be realized during the succeeding 12-month period is recorded as current, and the remaining deferred revenue is recorded as non-current.

In instances where the timing of revenue recognition differs from the timing of invoicing, the Company has determined its contracts generally do not include a significant financing component. The primary purpose of the Company’s invoicing terms is to provide customers with simplified and predictable ways of purchasing the Company’s products and services, not to receive financing from its customers or to provide customers with financing. Examples include invoicing at the beginning of a subscription term with revenue recognized ratably over the contract period.

Recently Adopted Accounting Pronouncements

ASU 2021-08

In October 2021, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2021-08, Business Combinations (Topic 805), Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. ASU 2021-08 requires the recognition and measurement of contract assets and contract liabilities acquired in a business combination in accordance with Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers. Considerations to determine the amount of contract assets and contract liabilities to record at the acquisition date include the terms of the acquired contract, such as timing of payment, identification of each performance obligation in the contract and allocation of the contract transaction price to each identified performance obligation on a relative standalone selling price basis as of contract inception. The Company adopted ASU 2021-08 on January 1, 2023 on a prospective basis. The adoption of this standard did not have an impact on the Company’s condensed consolidated financial statements.

ASU 2022-04

In September 2022, the FASB issued ASU 2022-04, Liabilities—Supplier Finance Programs. Supplier finance programs allow a buyer to offer its suppliers the option for access to payment in advance of an invoice due date, which is paid by a third-party finance provider or intermediary on the basis of invoices that the buyer has confirmed as valid. ASU 2022-04 requires that a buyer in a supplier finance program disclose key terms of the program, the balance sheet presentation of program obligations, amounts outstanding and rollforward of program obligations. The Company adopted ASU 2022-04 on January 1, 2023. The adoption of this standard did not have an impact on the Company’s condensed consolidated financial statements.

Other accounting standard updates effective for interim and annual periods beginning after December 31, 2022 are not expected to have a material impact on the Company’s financial position, results of operations or cash flows.

(3) Accounts Receivable and Contract Assets, Net

Accounts receivable, net is as follows (in thousands):


	As of			As of
	September 30, 2023			December 31, 2022
Accounts receivable amortized cost	$	100,434		$	127,298
Allowance for credit losses		(7,807	)		(7,312	)
Net accounts receivable	$	92,627		$	119,986

The following table summarizes the changes in the allowance for credit losses for accounts receivable (in thousands):


	Three Months Ended September 30,						Nine Months Ended September 30,
	2023			2022			2023			2022
Balance, beginning of period	$	(8,596	)	$	(6,685	)	$	(7,312	)	$	(6,922	)
(Provision for) benefit from expected credit losses, net		239			1,127			(1,931	)		731
Write-offs		550			262			1,436			895
Balance, end of period	$	(7,807	)	$	(5,296	)	$	(7,807	)	$	(5,296	)

Contract assets, net, included in deferred costs and other current assets on the condensed consolidated balance sheets is as follows (in thousands):


	As of			As of
	September 30, 2023			December 31, 2022
Contract asset amortized cost	$	11,216		$	8,525
Allowance for credit losses		(989	)		(1,015	)
Net contract asset	$	10,227		$	7,510

The following table summarizes the changes in the allowance for credit losses for contract assets (in thousands):


	Three Months Ended September 30,						Nine Months Ended September 30,
	2023			2022			2023			2022
Balance, beginning of period	$	(1,003	)	$	(1,067	)	$	(1,015	)	$	(1,160	)
Provision for expected credit losses, net		—			(45	)		—			(7	)
Write-offs		14			34			26			89
Balance, end of period	$	(989	)	$	(1,078	)	$	(989	)	$	(1,078	)

The Company recognized net credit loss recoveries of $0.1 million and $1.1 million for the three months ended September 30, 2023 and 2022, respectively. Credit loss expense was $2.2 million and credit loss recovery was $0.8 million for the nine months ended September 30, 2023 and 2022, respectively. The Company recognized a net credit loss recovery during the three and nine months ended September 30, 2022 due to a payment received from a customer during the three months ended September 30, 2022 reducing the accounts receivable provision for expected credit losses by $1.4 million.

The following table summarizes the changes in the sales reserve (in thousands):


	Three Months Ended September 30,						Nine Months Ended September 30,
	2023			2022			2023			2022
Balance, beginning of period	$	(425	)	$	(251	)	$	(425	)	$	(250	)
Additions		—			(135	)		—			(136	)
Write-offs		—			36			—			36
Balance, end of period	$	(425	)	$	(350	)	$	(425	)	$	(350	)

(4) Property and Equipment, Net

Property and equipment, net consisted of the following (in thousands):


	Useful life	As of			As of
	in years	September 30, 2023			December 31, 2022
Furniture and equipment	5	$	2,098		$	1,655
Leasehold improvements (1)	9		9,309			7,081
System hardware	5		2,211			1,718
Office computers	3		8,560			7,553
Computer and system software	3		2,402			2,398
			24,580			20,405
Less accumulated depreciation and amortization			(15,362	)		(11,412	)
Property and equipment, net		$	9,218		$	8,993

(1)

Lesser of the lease term or the estimated useful lives of the improvements, which may be up to 9 years as of September 30, 2023.

Depreciation and amortization expense for property and equipment was $1.5 million and $1.3 million for the three months ended September 30, 2023 and 2022, respectively. Depreciation and amortization expense for property and equipment was $4.4 million and $3.7 million for the nine months ended September 30, 2023 and 2022, respectively.

(5) Capitalized Software Development Costs, Net

Capitalized software development costs, net consisted of the following (in thousands):


	Gross carrying amount		Amortization period	Accumulated amortization			Net carrying amount
As of September 30, 2023	$	59,515	3 years	$	(28,814	)	$	30,701
As of December 31, 2022		92,115	3 years		(64,745	)		27,370

The Company capitalized software development costs of $15.3 million and $13.3 million for the nine months ended September 30, 2023 and 2022, respectively.

Amortization expense for capitalized software development costs was $4.2 million and $2.9 million for the three months ended September 30, 2023 and 2022, respectively. Amortization expense for capitalized software development costs was $11.9 million and $8.4 million for the nine months ended September 30, 2023 and 2022, respectively. Amortization of capitalized software development costs is classified within cost of revenue in the condensed consolidated statements of operations. During the nine months ended September 30, 2023, the Company retired $47.9 million of fully amortized capitalized software development assets.

The expected amortization of capitalized software development costs, as of September 30, 2023, for each of the following years is as follows (in thousands):



2023 (for the remaining three months)	$	4,248
2024		13,953
2025		9,285
2026		3,215
	$	30,701

(6) Fair Value Measurements

The carrying amounts of cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities approximate fair value because of the short maturity of these items.

Certain assets, including long-lived assets, goodwill and intangible assets are also subject to measurement at fair value on a non-recurring basis if they are deemed to be impaired as a result of an impairment review. For the nine months ended September 30, 2023 and year ended December 31, 2022, no impairments were identified of those assets requiring measurement at fair value on a non-recurring basis.

The following table summarizes the Company's financial assets and liabilities measured at fair value on a recurring basis by level within the fair value hierarchy. Financial assets and financial liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement (in thousands):


	As of September 30, 2023
	Quoted		Significant
	Prices in		Other		Significant
	Active		Observable		Unobservable
	Markets		Inputs		Inputs		Total Fair
	(Level 1)		(Level 2)		(Level 3)		Value
Assets:
Cash equivalents:
Money market funds	$	62,307	$	—	$	—	$	62,307
Total financial assets	$	62,307	$	—	$	—	$	62,307


	As of December 31, 2022
	Quoted		Significant
	Prices in		Other		Significant
	Active		Observable		Unobservable
	Markets		Inputs		Inputs		Total Fair
	(Level 1)		(Level 2)		(Level 3)		Value
Assets:
Cash equivalents:
Money market funds	$	140,336	$	—	$	—	$	140,336
Total financial assets	$	140,336	$	—	$	—	$	140,336

The Company classifies and discloses fair value measurements in one of the following three categories of fair value hierarchy:


Level 1 -	Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets and liabilities.


Level 2 -	Quoted prices in markets that are not active or financial instruments for which all significant inputs are observable, either directly or indirectly.


Level 3 -	Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable.

A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement.

The Company’s assets that are measured by management at fair value on a recurring basis are generally classified within Level 1 or Level 2 of the fair value hierarchy. The Company did not have any transfers into or out of Level 3 during the nine months ended September 30, 2023.

The Company considers all highly liquid investments purchased with a remaining maturity of three months or less to be cash equivalents. The fair value of the Company’s investments in certain money market funds is their face value and such instruments are classified as Level 1 and are included in cash and cash equivalents on the condensed consolidated balance sheets.

The Company estimates the fair value of the convertible senior notes based on market-observable inputs (Level 2). As of September 30, 2023 and December 31, 2022, the fair value of the 0% convertible senior notes due March 15, 2026 (the “2026 Notes”) was determined to be $255.6 million and $320.5 million, respectively, and the principal amount of the notes was $300.3 million and $375.0 million, respectively. As of September 30, 2023 and December 31, 2022, the fair value of the 0.125% convertible senior notes due December 15, 2024 (the “2024 Notes”) was determined to be $57.1 million and $118.2 million, respectively, and the principal amount of the notes was $63.5 million and $133.6 million, respectively.

(7) Goodwill and Intangible Assets, Net

The following table displays the changes in the gross carrying amount of goodwill (in thousands):



Balance at December 31, 2022	$	508,781
Foreign currency translation		(1,361	)
Balance at September 30, 2023	$	507,420

There were no impairments recorded against goodwill during the nine months ended September 30, 2023 and for the year ended December 31, 2022.

Intangible assets consisted of the following (in thousands):


				As of September 30, 2023
	Gross carrying amount		Weighted average life (years)	Accumulated amortization			Net carrying amount
Amortizable intangible assets:
Developed technology	$	34,846	3.48	$	(27,641	)	$	7,205
Tradenames		16,232	4.53		(9,337	)		6,895
Customer relationships		203,106	8.34		(79,536	)		123,570
Total intangible assets	$	254,184		$	(116,514	)	$	137,670


					As of December 31, 2022
	Gross carrying amount		Weighted average life (years)		Accumulated amortization			Net carrying amount
Amortizable intangible assets:
Developed technology	$	34,924		3.47	$	(21,217	)	$	13,707
Tradenames		16,513		4.55		(7,057	)		9,456
Customer relationships		204,697		8.34		(61,683	)		143,014
Total intangible assets	$	256,134			$	(89,957	)	$	166,177

Amortization expense for intangible assets was $9.0 million and $10.4 million for the three months ended September 30, 2023 and 2022, respectively. Included in the amortization expense amounts is amortization expense attributed to developed technology within cost of revenue of $1.9 million and $2.8 million for the three months ended September 30, 2023 and 2022, respectively. Amortization expense for intangible assets was $28.0 million and $33.2 million for the nine months ended September 30, 2023 and 2022, respectively. Included in the amortization expense amounts is amortization expense attributed to developed technology within cost of revenue of $6.5 million and $9.1 million for the nine months ended September 30, 2023 and 2022, respectively. During 2022, the Company assigned $5.6 million net carrying amount of intangible assets associated with a pending asset sale to assets held for sale on the consolidated balance sheet. During the three months ended March 31, 2023, the Company completed the divestiture and derecognized the intangible assets (see Note 8). Additionally, during the nine months ended September 30, 2023, the Company retired $0.3 million of fully amortized intangible assets.

The expected amortization of the intangible assets, as of September 30, 2023, for each of the next five years and thereafter is as follows (in thousands):



2023 (for the remaining three months)	$	8,997
2024		31,801
2025		25,911
2026		20,158
2027		15,801
Thereafter		35,002
	$	137,670

(8) Assets and Liabilities Held for Sale

The Company entered into an agreement in the fourth quarter of fiscal 2022 to sell certain assets. In connection with entering into this agreement, the Company concluded that the asset sale met the held for sale criteria and classified the assets and liabilities as held for sale.

Assets and liabilities classified as held for sale as of December 31, 2022 were comprised of the following (in thousands):


Accounts receivable	$	635
Prepaid assets		254
Trade names		184
Customer relationships		5,344
Acquired technology		68
Total assets held for sale	$	6,485

Accounts payable	$	53
Accrued expenses		8
Deferred revenue		2,001
Total liabilities held for sale	$	2,062

The Company completed the asset sale during March 2023 for total proceeds of $4.8 million. In connection with the asset sale, the Company recorded a gain of $0.3 million which is included in other income, net in the condensed consolidated statement of operations for the nine months ended September 30, 2023.

Additionally, during the three months ended September 30, 2023, the Company entered into an agreement to sell certain assets. In connection with entering into this agreement, the Company concluded that the asset sale met the held for sale criteria and classified the assets and liabilities as held for sale. The Company completed the asset sale during October 2023 for proceeds of $0.2 million.

(9) Convertible Senior Notes

0% Convertible Senior Notes Due 2026

In March 2021, the Company issued $375.0 million aggregate principal amount of 0% convertible senior notes due 2026, including $50.0 million aggregate principal amount of 2026 Notes issued upon the initial purchasers’ exercise in full of their option to purchase additional 2026 Notes. The 2026 Notes will mature on March 15, 2026, unless earlier redeemed or repurchased by the Company or converted by the holders pursuant to their terms. The Company will pay special interest, if any, at the Company’s election as the sole remedy relating to the failure to comply with certain reporting obligations and under certain circumstances.

The 2026 Notes are governed by an Indenture between the Company, as issuer, and U.S. Bank National Association, as trustee (the “2026 Notes Indenture”). The 2026 Notes are unsecured and rank: senior in right of payment to the Company’s indebtedness that is expressly subordinated in right of payment to the 2026 Notes; equal in right of payment to the Company’s existing and future indebtedness that is not so subordinated, including its 0.125% convertible senior notes due 2024 (see 0.125% Convertible Senior Notes Due 2024 below); effectively junior in right of payment to any of the Company’s secured indebtedness to the extent of the value of the assets securing such indebtedness; and structurally junior to all existing and future indebtedness and other liabilities incurred by the Company’s subsidiaries.

Upon conversion, the Company will pay or deliver, as the case may be, cash, shares of the Company’s common stock or a combination of cash and shares of common stock, at the Company’s election.

The 2026 Notes have an initial conversion rate of 5.5341 shares of common stock per $1,000 principal amount of 2026 Notes. This represents an initial effective conversion price of approximately $180.70 per share of common stock and approximately 2.1 million shares issuable upon conversion. Throughout the term of the 2026 Notes, the conversion rate may be adjusted upon the occurrence of certain events. Holders of the 2026 Notes will not receive any cash payment representing accrued and unpaid special interest, if any, upon conversion of a 2026 Note, except in limited circumstances. Accrued but unpaid special interest, if any, will be deemed to be paid by cash, shares of the Company’s common stock or a combination of cash and shares of the Company’s common stock paid or delivered, as the case may be, to the holder upon conversion of a 2026 Note.

Holders may convert all or a portion of their 2026 Notes prior to the close of business on the business day immediately preceding December 15, 2025, in multiples of $1,000 principal amount, only under the following circumstances:

•

during any calendar quarter commencing after the calendar quarter ending on June 30, 2021 (and only during such calendar quarter), if the last reported sale price of the Company’s common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day;

•

during the five business day period after any ten consecutive trading day period (the “2026 Notes Measurement Period”), in which the “trading price” (as the term is defined in the 2026 Notes Indenture) per $1,000 principal amount of notes for each trading day of such 2026 Notes Measurement Period was less than 98% of the product of the last reported sale price of the Company’s common stock and the conversion rate on each such trading day;

•

if the Company calls such notes for redemption, at any time prior to the close of business on the scheduled trading day immediately preceding the redemption date, but only with respect to the notes called (or deemed called) for redemption; or

•

upon the occurrence of specified corporate events.

On or after December 15, 2025 until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may convert all or any portion of their 2026 Notes at the conversion rate at any time regardless of whether the conditions set forth above have been met.

As of September 30, 2023, the 2026 Notes are not yet convertible at the option of the debt holder and were classified as long-term on the condensed consolidated balance sheets as of September 30, 2023 and December 31, 2022.

The 2026 Notes are not redeemable by the Company prior to March 20, 2024. The Company may redeem for cash all or any portion of the 2026 Notes, at its option, on or after March 20, 2024 if the last reported sale price of the Company's common stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive), including the trading day immediately preceding the date on which the Company provides notice of redemption, during any 30 consecutive trading day period ending on, and including, the trading day immediately preceding the date on which the Company provides notice of redemption at a redemption price equal to 100% of the principal amount of the 2026 Notes to be redeemed, plus accrued and unpaid special interest, if any, to, but excluding, the redemption date.

During the three months ended September 30, 2023, the Company paid approximately $64.9 million in cash to repurchase approximately $74.7 million aggregate principal amount of the 2026 Notes and recognized an extinguishment gain in the amount of $8.8 million in gain (loss) on extinguishment of debt, capped call modification and change in fair value on the consolidated statement of operations during the three and nine months ended September 30, 2023.

The 2026 Notes consist of the following (in thousands):


	As of			As of
	September 30, 2023			December 31, 2022
Liability component:
Principal	$	300,276		$	375,000
Less: debt discount, net of amortization		(4,142	)		(6,763	)
Net carrying amount	$	296,134		$	368,237

The following table sets forth total interest expense recognized related to the 2026 Notes (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Amortization of debt discount and transaction costs	$	513	$	530	$	1,570	$	1,581

Effective interest rates were 0.6% during both the three months ended September 30, 2023 and 2022. Effective interest rates were 0.6% during both the nine months ended September 30, 2023 and 2022.

The fair value of the 2026 Notes, which was determined based on inputs that are observable in the market or that could be derived from, or corroborated with, observable market data, quoted price of the 2026 Notes in an over-the-counter market (Level 2), and carrying value of debt instruments were as follows (in thousands):


	As of September 30, 2023				As of December 31, 2022
	Fair Value		Carrying Value		Fair Value		Carrying Value
2026 Notes	$	255,610	$	296,134	$	320,520	$	368,237

In connection with the issuance of the 2026 Notes, the Company entered into capped call transactions with certain counterparties affiliated with the initial purchasers and other financial institutions. The capped call transactions are expected generally to reduce potential dilution to the Company’s common stock upon any conversion of the 2026 Notes and/or offset any cash payments the Company is required to make in excess of the principal amount of converted 2026 Notes, as the case may be, with such reduction and/or offset subject to a cap. Under the capped call transactions, the Company purchased capped call options that in the aggregate relate to the total number of shares of the Company’s common stock underlying the 2026 Notes, with an initial strike price of approximately $180.70 per share, which corresponds to the initial conversion price of the 2026 Notes and is subject to anti-dilution adjustments substantially similar to those applicable to the conversion rate of the 2026 Notes, and with a cap price of approximately $258.14. The cost of the purchased capped calls of $35.1 million was recorded to shareholders’ equity and will not be re-measured.

Based on the closing price of the Company’s common stock of $22.42 on September 30, 2023, the if-converted value of the 2026 Notes was less than their respective principal amounts.

0.125% Convertible Senior Notes Due 2024

In December 2019, the Company issued $450.0 million aggregate principal amount of 0.125% convertible senior notes due 2024, including $75.0 million aggregate principal amount of 2024 Notes issued upon the initial purchasers’ exercise in full of their option to purchase additional 2024 Notes. The 2024 Notes will mature on December 15, 2024, unless earlier redeemed or repurchased by the Company or converted by the holders pursuant to their terms. Interest is payable semiannually in arrears on June 15 and December 15 of each year, commencing on June 15, 2020.

The 2024 Notes are governed by an Indenture between the Company, as issuer, and U.S. Bank National Association, as trustee (the “2024 Notes Indenture”). The 2024 Notes are unsecured and rank: senior in right of payment to the Company’s indebtedness that is expressly subordinated in right of payment to the 2024 Notes; equal in right of payment to the Company’s existing and future indebtedness that is not so subordinated, including its 2026 Notes; effectively junior in right of payment to any of the Company’s secured indebtedness to the extent of the value of the assets securing such indebtedness; and structurally junior to all existing and future indebtedness and other liabilities incurred by the Company’s subsidiaries.

Upon conversion, the Company will pay or deliver, as the case may be, cash, shares of the Company’s common stock or a combination of cash and shares of common stock, at the Company’s election. The Company’s current intention is to settle the conversion in shares of common stock if a conversion were to occur.

The 2024 Notes have an initial conversion rate of 8.8999 shares of common stock per $1,000 principal amount of 2024 Notes. This represents an initial effective conversion price of approximately $112.36 per share of common stock and approximately 4.0 million shares issuable upon conversion. Throughout the term of the 2024 Notes, the conversion rate may be adjusted upon the occurrence of certain events. Holders of the 2024 Notes will not receive any cash payment representing accrued and unpaid interest, if any, upon conversion of a 2024 Note, except in limited circumstances. Accrued but unpaid interest will be deemed to be paid by cash, shares of the Company’s common stock or a combination of cash and shares of the Company’s common stock paid or delivered, as the case may be, to the holder upon conversion of a 2024 Note.

Holders may convert all or a portion of their 2024 Notes prior to the close of business on the business day immediately preceding June 15, 2024, in multiples of $1,000 principal amount, only under the following circumstances:

•

during any calendar quarter commencing after the calendar quarter ending on March 31, 2020 (and only during such calendar quarter), if the last reported sale price of the Company’s common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day;

•

during the five business day period after any ten consecutive trading day period (the “2024 Notes Measurement Period”), in which the “trading price” (as the term is defined in the 2024 Notes Indenture) per $1,000 principal amount of notes for each trading day of such 2024 Notes Measurement Period was less than 98% of the product of the last reported sale price of the Company’s common stock and the conversion rate on each such trading day;

•

if the Company calls such notes for redemption, at any time prior to the close of business on the scheduled trading day immediately preceding the redemption date; or

•

upon the occurrence of specified corporate events.

On or after June 15, 2024 until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may convert all or any portion of their 2024 Notes at the conversion rate at any time regardless of whether the conditions set forth above have been met.

As of September 30, 2023, the 2024 Notes were not convertible at the option of the debt holder and were classified as long-term on the condensed consolidated balance sheets as of September 30, 2023 and December 31, 2022.

The 2024 Notes were not redeemable by the Company prior to December 20, 2022. The Company may redeem for cash all or any portion of the 2024 Notes, at its option, on or after December 20, 2022 if the last reported sale price of the Company's common stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive), including the trading day immediately preceding the date on which the Company provides notice of redemption, during any 30 consecutive trading day period ending on, and including, the trading day immediately preceding the date on which the Company provides notice of redemption at a redemption price equal to 100% of the principal amount of the 2024 Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date.

During the three months ended September 30, 2023, the Company paid approximately $65.7 million in cash to repurchase approximately $70.1 million aggregate principal amount of the 2024 Notes and recognized an extinguishment gain in the amount of $3.9 million in gain (loss) on extinguishment of debt, capped call modification and change in fair value on the consolidated statement of operations during the three and nine months ended September 30, 2023.

During the year ended December 31, 2022, the Company paid approximately $288.8 million in cash to repurchase approximately $316.4 million aggregate principal amount of the 2024 Notes and recognized an extinguishment gain in the amount of $24.0 million in gain (loss) on extinguishment of debt, capped call modification and change in fair value on the consolidated statement of operations during the year ended December 31, 2022.

The 2024 Notes consist of the following (in thousands):


	As of			As of
	September 30, 2023			December 31, 2022
Liability component:
Principal	$	63,459		$	133,558
Less: debt discount, net of amortization		(440	)		(1,497	)
Net carrying amount	$	63,019		$	132,061

The following table sets forth total interest expense recognized related to the 2024 Notes (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
0.125% coupon	$	39	$	140	$	122	$	422
Amortization of debt discount and transaction costs		171		638		552		1,911
	$	210	$	778	$	674	$	2,333

Effective interest rates were 0.7% during both the three months ended September 30, 2023 and 2022. Effective interest rates were 0.7% during both the nine months ended September 30, 2023 and 2022.

The fair value of the 2024 Notes, which was determined based on inputs that are observable in the market or that could be derived from, or corroborated with, observable market data, quoted price of the 2024 Notes in an over-the-counter market (Level 2), and carrying value of debt instruments were as follows (in thousands):


	As of September 30, 2023				As of December 31, 2022
	Fair Value		Carrying Value		Fair Value		Carrying Value
2024 Notes	$	57,113	$	63,019	$	118,199	$	132,061

In connection with the issuance of the 2024 Notes, the Company entered into capped call transactions with certain counterparties affiliated with the initial purchasers and other financial institutions. The capped call transactions are expected generally to reduce potential dilution to the Company’s common stock upon any conversion of the 2024 Notes and/or offset any cash payments the Company is required to make in excess of the principal amount of converted 2024 Notes, as the case may be, with such reduction and/or offset subject to a cap. Under the capped call transactions, the Company purchased capped call options that in the aggregate relate to the total number of shares of the Company’s common stock underlying the 2024 Notes, with an initial strike price of approximately $112.36 per share, which corresponds to the initial conversion price of the 2024 Notes and is subject to anti-dilution adjustments substantially similar to those applicable to the conversion rate of the 2024 Notes, and with a cap price of approximately $166.46. The cost of the purchased capped calls of $44.9 million was recorded to shareholders’ equity and will not be re-measured.

Based on the closing price of the Company’s common stock of $22.42 on September 30, 2023, the if-converted value of the 2024 Notes was less than their respective principal amounts.

The following table summarizes the Company’s debt obligations as of September 30, 2023 (in thousands):


	Remainder of 2023		2024		2025		2026		Total
Debt obligations	$	—	$	63,459	$	—	$	300,276	$	363,735

Debt obligations include the principal amount of the 2026 Notes and 2024 Notes but exclude interest payments to be made under the 2026 Notes and 2024 Notes. Although the 2026 Notes and 2024 Notes mature in 2026 and 2024, respectively, they can be converted into cash and shares of the Company’s common stock prior to maturity if certain conditions are met. Any conversion prior to maturity can result in repayments of the principal amounts sooner than the scheduled repayments as indicated in the table. The 2026 Notes and 2024 Notes balance excludes debt discount capitalized on the balance sheet.

(10) Stockholders’ Equity

Preferred Stock

As of September 30, 2023, the Company had authorized 10,000,000 shares of preferred stock, par value $0.001, of which no shares were outstanding.

Common Stock

As of September 30, 2023, the Company had authorized 100,000,000 shares of common stock, par value $0.001. Holders of common stock are entitled to one vote per share. At September 30, 2023 and December 31, 2022, there were 40,968,758 and 40,127,522 shares of common stock issued and outstanding, respectively.

(11) Stock Plans and Stock-Based Compensation

The Company’s 2016 Equity Incentive Plan (the “2016 Plan”) became effective on September 15, 2016. The 2016 Plan provides for the grant of incentive stock options, non-qualified stock options, restricted stock awards, restricted stock unit awards, stock appreciation rights and performance share awards to employees, directors and consultants of the Company. The number of shares of common stock reserved for issuance under the 2016 Plan will automatically increase on January 1 of each year by 3% of the number of shares of the Company’s capital stock outstanding on the immediately preceding December 31, or such lesser number of shares as determined by the Company’s board of directors (the “Board”). Additionally, on December 16, 2022, the Board adopted the Everbridge, Inc. 2022 Inducement Plan (the “2022 Inducement Plan”). The only persons eligible to receive grants of Inducement Awards (as defined below) under the 2022 Inducement Plan are individuals who satisfy the standards for inducement grants under Nasdaq Listing Rule 5635(c)(4). An “Inducement Award” means any right to receive Common Stock, cash or other property granted under the 2022 Inducement Plan (including nonstatutory stock options, restricted stock awards, restricted stock unit awards, stock appreciation rights, performance stock awards, performance cash awards or other stock-based awards).

2016 Employee Stock Purchase Plan

The Company’s Employee Stock Purchase Plan (the “2016 ESPP”) became effective on September 15, 2016. The number of shares reserved for issuance under the 2016 ESPP will automatically increase on January 1 of each year by the lesser of 200,000 shares of the Company’s common stock, 1% of the number of shares of the Company’s common stock outstanding on the immediately preceding December 31, or such lesser number of shares as determined by the Company’s Board.

The 2016 ESPP allows eligible employees to purchase shares of the Company’s common stock at a discount of up to 15% through payroll deductions of their eligible compensation, subject to any plan limitations. The 2016 ESPP provides for separate six-month offering periods beginning each March and September of each fiscal year.

On each purchase date, eligible employees will purchase the Company’s stock at a price per share equal to 85% of the lesser of (i) the fair market value of the Company’s common stock on the offering date or (ii) the fair market value of the Company’s common stock on the purchase date.

For the nine months ended September 30, 2023 and 2022, 172,122 and 105,696 shares of common stock were purchased under the 2016 ESPP, respectively. The Company recorded stock-based compensation expense of $0.3 million and $0.4 million for the three months ended September 30, 2023 and 2022, respectively. The Company recorded stock-based compensation expense of $1.2 million for each of the nine months ended September 30, 2023 and 2022. As of September 30, 2023, unrecognized compensation cost related to the 2016 ESPP was $0.5 million which will be amortized over a weighted-average period of 0.42 years.

The fair value of shares issuable under the 2016 ESPP is determined using the Black-Scholes option pricing model with the following weighted average assumptions:


	Three Months Ended September 30,		Nine Months Ended September 30,
	2023	2022	2023	2022
Employee Stock Purchase Plan:
Expected term (in years) (1)	0.50	0.50	0.50	0.50
Expected volatility (2)	50%	70%	50% - 60%	65% - 70%
Risk-free interest rate (3)	5.51%	3.33%	5.18% - 5.51%	0.86% - 3.33%
Dividend rate (4)	0%	0%	0%	0%

(1)

The expected term represents the contractual term of the 2016 ESPP;

(2)

The expected volatility of the Company’s common stock on the date of grant is based on the weighted average of the Company’s historical volatility as a public company, the implied volatility of publicly-traded options on the Company’s common stock and the volatilities of publicly traded peer companies that are reasonably comparable to the Company’s own operations;

(3)

The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant for zero coupon U.S. Treasury notes with maturities approximately equal to the expected term of the grant; and

(4)

The expected dividend yield is assumed to be zero as the Company has never paid dividends and has no current plans to pay any dividends on the Company’s common stock.

Stock Options

Stock option awards are granted with an exercise price equal to the fair market value of the Company’s common stock at the date of grant based on the closing market price of its common stock as reported on The Nasdaq Global Market. The option awards generally vest over four years and are exercisable any time after vesting. The stock options expire ten years after the date of grant.

There were no stock options granted during the nine months ended September 30, 2023. There was no stock-based compensation expense recorded during the nine months ended September 30, 2023 or the three months ended September 30, 2022 as stock options were fully vested. The Company recorded stock-based compensation expense of $0.1 million for the nine months ended September 30, 2022 attributed to stock options.

The total intrinsic value of options exercised for the nine months ended September 30, 2023 and 2022 was $1.1 million and $0.1 million, respectively. This intrinsic value represents the difference between the fair market value of the Company’s common stock on the date of exercise and the exercise price of each option. Based on the fair market value of the Company’s common stock at September 30, 2023 and 2022, the total intrinsic value of all outstanding options was $0.1 million and $1.4 million, respectively.

There were no nonvested stock options as of September 30, 2023. The amount of cash received from the exercise of stock options during the nine months ended September 30, 2023 and 2022 was $1.3 million and $0.1 million, respectively.

The following table summarizes the Company’s stock option activity:


	Stock options outstanding			Weighted average exercise price
Outstanding at December 31, 2022		142,202		$	23.89
Exercised		(74,037	)		17.56
Forfeited		(2,588	)		39.25
Outstanding at September 30, 2023		65,577			30.42

Stock options outstanding and exercisable are as follows:


	As of September 30, 2023
	Number of shares		Remaining contractual life (years)		Weighted- average exercise price
Outstanding and exercisable		65,577		3.90	$	30.42

Restricted Stock Units

During the nine months ended September 30, 2023, the Company granted 1,189,650 restricted stock units (“RSUs”) to members of its senior management and certain other employees pursuant to the 2016 Plan. There were 745,510 RSUs that vested during the nine months ended September 30, 2023. The Company accounts for RSUs issued to employees at fair value, based on the market price of the Company’s common stock on the date of grant. The weighted-average grant date fair values of RSUs granted during the nine months ended September 30, 2023 and 2022 were $31.01 and $40.23, respectively. The fair values of RSUs that vested during the nine months ended September 30, 2023 and 2022, were $36.2 million and $29.7 million, respectively. During the three months ended September 30, 2023 and 2022, the Company recorded $10.4 million and $13.0 million, respectively, of stock-based compensation related to RSUs. During the nine months ended September 30, 2023 and 2022, the Company recorded $32.9 million and $31.9 million, respectively, of stock-based compensation related to RSUs.

As of September 30, 2023, there was $72.7 million of unrecognized compensation expense related to unvested RSUs which is expected to be recognized over a weighted-average period of approximately 2.08 years. For RSUs subject to graded vesting, the Company recognizes compensation cost on a straight-line basis over the service period for the entire award.

Performance-Based Restricted Stock Units

During the nine months ended September 30, 2023, the Company granted 337,639 performance-based restricted stock units (“PSUs”) to members of its management pursuant to the 2016 Plan. There were 71,428 PSUs that vested during the nine months ended September 30, 2023. Starting in 2023, PSU grants vest based on the achievement of pre-determined performance-based milestones including annual recurring revenue growth thresholds and adjusted earnings before interest, taxes, depreciation and amortization thresholds, as well as the employee’s continued employment with the Company through the date of achievement; through 2022 PSU grants vest based on revenue growth thresholds as well as the employee’s continued employment with the Company through the date of achievement. The measurement periods for PSUs are two and three years with awards vesting after each measurement period. PSUs contain minimum, target and maximum milestones for each performance-based milestone. The number of shares of common stock to be issued at vesting will range from zero to 125% of the target number of PSUs starting in 2023 and from zero to 150% of the target number of PSUs through 2022. During the nine months ended September 30, 2023, the share price of the Company’s common stock on the date of issuance of PSUs ranged from $32.31 to $34.13 per share. The fair value is based on the value of the Company’s common stock at the date of issuance and the probability of achieving the performance metric. Compensation cost is adjusted in future periods for subsequent changes in the expected outcome of the performance-related conditions. The weighted-average grant date fair values of PSUs granted during the nine months ended September 30, 2023 and 2022 were $34.09 and $35.29, respectively.

During the three months ended September 30, 2023 and 2022, the Company recognized a credit of $2.1 million and expense of $4.0 million, respectively, of stock compensation expense in connection with PSU awards. During the nine months ended September 30, 2023 and 2022, the Company recognized $4.3 million and $6.2 million, respectively, of stock compensation expense in connection with PSU awards. As of September 30, 2023, there was $6.1 million of unrecognized compensation expense related to unvested PSUs which is expected to be recognized over a weighted-average period of approximately 1.65 years. Compensation cost is recognized under the accelerated method and is adjusted in future periods for subsequent changes in the expected outcome of the performance-related conditions.

The following table summarizes the Company’s RSU and PSU activity:


	Number of Shares
Outstanding at December 31, 2022		3,233,298
Granted		1,527,301
Vested		(816,938	)
Forfeited		(604,038	)
Outstanding at September 30, 2023		3,339,623

Market-Based Grants

During the three months ended March 31, 2022, the Company issued market-based grants which were payable in cash to partially settle a vendor contract. Vesting was contingent upon the achievement of pre-determined market and service conditions. Cash payment at settlement ranged from zero to approximately $1.3 million based on the Company’s total stockholder return (“TSR”) relative to the performance of peer companies through September 2023. The market-based grants were classified as a liability on the Company’s balance sheet and were remeasured at each reporting period until settlement. Cash payment determined as of the settlement date in September 2023 was zero. Fair value of the market-based grants at December 31, 2022 was $0.4 million. During the three months ended September 30, 2023 and 2022, the Company recognized a stock compensation credit of less than $0.1 million and stock compensation expense of less than $0.1 million, respectively, in connection with these awards. During the nine months ended September 30, 2023 and 2022, the Company recognized a stock compensation credit of $0.2 million and stock compensation expense of $0.3 million, respectively, in connection with these awards.

Prior to vesting during the three months ended September 2023, fair value of the market-based grants was determined using the Monte-Carlo simulation with the following assumptions:


	Three Months Ended September 30,	Nine Months Ended September 30,
	2022	2023	2022
Market-Based Grants:
Expected term (in years)	0.98	0.23 - 0.48	0.98 - 1.50
Expected volatility	69%	51% - 57%	58% - 69%
Risk-free interest rate	4.00%	4.88% - 5.35%	1.97% - 4.00%
Dividend rate	0%	0%	0%

Stock-Based Compensation Expense

During 2022, the Company updated the presentation of the allocation of stock-based compensation capitalized for software development. Interim periods within 2022 have been recast to conform to the current presentation. The Company recorded the total stock-based compensation expense as follows (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Cost of revenue	$	1,285	$	1,978	$	4,757	$	4,276
Sales and marketing		2,398		6,415		13,346		14,320
Research and development		2,810		3,994		10,306		9,367
General and administrative		2,105		5,020		9,768		11,739
Total	$	8,598	$	17,407	$	38,177	$	39,702

Stock-based compensation expense is recognized over the award’s expected vesting schedule, which is reduced for forfeitures.

(12) Basic and Diluted Net Income (Loss) per Share

The following table summarizes the computations of basic net income (loss) per share and diluted net loss per share. Basic net income (loss) per share is computed by dividing net income (loss) by the weighted-average number of shares of common stock outstanding during the period. Diluted net loss per share is computed by giving effect to all potential dilutive shares of common stock. The Company uses the if converted method for convertible senior notes for calculating any potential dilutive effect on diluted net loss per share. (In thousands, except share and per share data).


	Three Months Ended September 30,						Nine Months Ended September 30,
	2023			2022			2023			2022
Net income (loss)	$	1,683		$	(22,080	)	$	(28,015	)	$	(77,335	)
Dilutive effect of convertible notes, net of tax		(11,611	)		—			(10,132	)		—
Adjusted net loss	$	(9,928	)	$	(22,080	)	$	(38,147	)	$	(77,335	)

Weighted-average common stock outstanding — basic		40,782,696			39,746,242			40,537,922			39,583,684
Dilutive potential common shares related to convertible notes		3,061,638			—			3,196,507			—
Weighted-average common stock outstanding — diluted		43,844,334			39,746,242			43,734,429			39,583,684

Basic net income (loss) per share	$	0.04		$	(0.56	)	$	(0.69	)	$	(1.95	)
Diluted net loss per share	$	(0.23	)	$	(0.56	)	$	(0.87	)	$	(1.95	)

The following common equivalent shares were excluded from the diluted net loss per share calculation because their inclusion would have been anti-dilutive:


	As of September 30,
	2023		2022
Convertible senior notes		—		6,080,480
Stock-based compensation grants		3,405,200		3,995,619
Total		3,405,200		10,076,099

In connection with the issuance of the 2026 Notes in March 2021, the Company paid $35.1 million to enter into capped call option agreements to reduce the potential dilution to holders of the Company’s common stock upon conversion of the 2026 Notes. In connection with the issuance of the 2024 Notes in December 2019, the Company paid $44.9 million to enter into capped call option agreements to reduce the potential dilution to holders of the Company’s common stock upon conversion of the 2024 Notes. The capped call option agreements are excluded from the calculation of diluted net loss per share attributable to common stockholders as their effect is antidilutive.

Reserve for Unissued Shares of Common Stock

The Company is required to reserve and keep available out of its authorized but unissued shares of common stock such number of shares sufficient for the exercise of all shares granted and available for grant under the Company’s 2008 Equity Incentive Plan, 2016 Plan, 2016 ESPP and 2022 Inducement Plan. The amount of such shares of the Company’s common stock reserved for these purposes at September 30, 2023 was 7.2 million shares. Additionally, the Company is required to reserve and keep available out of its authorized but unissued shares of common stock shares that become issuable pursuant to the terms of the 2026 Notes and 2024 Notes.

(13) Income Taxes

The Company is subject to income tax in the United States as well as other tax jurisdictions in which it conducts business. Earnings from non-U.S. activities are subject to local country income tax. The Company does not provide for U.S. deferred income taxes on the undistributed earnings of its foreign subsidiaries as such earnings are reinvested indefinitely.

The Company’s tax provision for interim periods is determined using an estimate of its annual effective tax rate, adjusted for discrete items arising in that quarter. In each quarter, the Company updates its estimate of the annual effective tax rate, and if the estimated annual tax rate changes, the Company makes a cumulative adjustment in that quarter. The Company’s quarterly tax provision, and its quarterly estimate of its annual effective tax rate, are subject to significant volatility due to several factors, including the Company’s ability to accurately predict its pre-tax income and loss in multiple jurisdictions.

For the three months ended September 30, 2023 and 2022, the Company recorded a benefit from income taxes of $0.9 million and a provision for income taxes of less than $0.1 million, respectively, resulting in an effective tax rate of (121.74)% and (0.11)%, respectively. For the nine months ended September 30, 2023 and 2022, the Company recorded a provision for income taxes of $1.2 million and a benefit from income taxes of $1.8 million, respectively, resulting in an effective tax rate of (4.42)% and 2.22%, respectively. The benefit from income taxes of $0.9 million generated in the three months ended September 30, 2023 was primarily generated by a reduction in estimated cash taxes required in jurisdictions in which the estimated deferred tax assets for the year will require a valuation allowance. The provision for income taxes of $1.2 million generated in the nine months ended September 30, 2023 was associated with estimated cash taxes required in jurisdictions in which the estimated deferred tax assets for the year will require a valuation allowance.

As of September 30, 2023, the Company had gross tax-effected unrecognized tax provision of $0.2 million which, if recognized, would favorably impact the effective tax rate. The Company’s existing tax positions will continue to generate an increase in unrecognized tax benefits in subsequent periods. The Company’s policy is to record interest and penalties related to unrecognized tax benefits as a component of income tax expense. During the three and nine months ended September 30, 2023 and 2022, the amounts recorded related to the accrual of interest and penalties were immaterial in each period.

(14) Segment information

The Company operates as one operating segment. Operating segments are defined as components of an enterprise for which separate financial information is evaluated regularly by the chief operating decision maker (“CODM”), who is the Company’s chief executive officer, in deciding how to allocate resources and assess the Company’s financial and operational performance. While the Company has applications that address multiple use cases, the Company’s applications generally operate on and leverage a single technology platform and are deployed and sold in an identical way. In addition, the Company’s CODM evaluates the Company’s financial information and resources and assesses the performance of these resources on a consolidated basis. As a result, the Company has determined that the Company’s business operates in a single operating segment. Since the Company operates as one operating segment, all required financial segment information can be found in the consolidated financial statements.

(15) Revenue Recognition

The following table disaggregates the Company’s revenue by geography which provides information as to the major source of revenue. North America includes United States and Canada and International aggregates international revenues excluding Canada. The majority of the Company's North America revenue is generated in the United States (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
Primary Geographic Markets	2023		2022		2023		2022
North America	$	85,648	$	81,880	$	250,870	$	233,379
International		28,543		29,521		82,158		81,383
Total	$	114,191	$	111,401	$	333,028	$	314,762

The following table presents the Company’s revenues disaggregated by revenue source (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Subscription services	$	104,318	$	96,790	$	304,940	$	283,203
Professional services		6,186		8,006		18,366		20,571
Software licenses and other		3,687		6,605		9,722		10,988
Total	$	114,191	$	111,401	$	333,028	$	314,762

Contract Assets

Contract assets arise when the Company has earned revenue on a contract with a customer prior to billing. Any contract assets that may arise are recorded in other assets on the condensed consolidated balance sheets net of an allowance for credit losses.

Contract Liabilities

The Company’s contract liabilities consist of advance payments and deferred revenue. The Company’s contract liabilities are reported in a net position on a contract-by-contract basis at the end of each reporting period. The Company classifies advance payments and deferred revenue as current or noncurrent based on the timing of when it expects to recognize revenue. Generally, all contract liabilities are expected to be recognized within one year and are included in deferred revenue on the condensed consolidated balance sheets. The noncurrent portion of deferred revenue is included and separately disclosed on the condensed consolidated balance sheets.

Deferred Costs

Current deferred costs, which primarily consist of deferred sales commissions, were $17.3 million and $16.2 million as of September 30, 2023 and December 31, 2022, respectively. Noncurrent deferred costs, which primarily consist of deferred sales commissions, were $24.6 million and $21.4 million as of September 30, 2023 and December 31, 2022, respectively. During each of the three months ended September 30, 2023 and 2022, amortization expense for the deferred costs was $5.0 million. During the nine months ended September 30, 2023 and 2022, amortization expense for the deferred costs was $14.5 million and $13.7 million, respectively. There was no impairment loss in relation to the costs capitalized for the nine months ended September 30, 2023 and the year ended December 31, 2022, respectively.

Deferred Revenue

During the three months ended September 30, 2023 and 2022, $94.8 million and $89.3 million, respectively, of subscription services, license and other revenue was recognized and was included in the deferred revenue balances at the beginning of the respective period. During the nine months ended September 30, 2023 and 2022, $206.4 million and $189.9 million, respectively, of subscription services, license and other revenue was recognized and was included in the deferred revenue balances at the beginning of the respective period.

During the three months ended September 30, 2023 and 2022, $1.4 million and $3.0 million, respectively, of professional services revenue was recognized and was included in the deferred revenue balances at the beginning of the respective period. During the nine months ended September 30, 2023 and 2022, $5.2 million and $7.3 million, respectively, of professional services revenue was recognized and was included in the deferred revenue balances at the beginning of the respective period.

Remaining Performance Obligations

As of September 30, 2023, approximately $472.0 million of revenue is expected to be recognized from remaining performance obligations for subscription and other contracts. The Company expects to recognize revenue on approximately $291.4 million of these remaining performance obligations over the next 12 months, with the balance recognized thereafter.

As of September 30, 2023, approximately $8.8 million of revenue is expected to be recognized from remaining performance obligations for professional services contracts. The Company expects to recognize revenue on approximately $8.7 million of these remaining professional services performance obligations over the next 12 months, with the balance recognized thereafter.

(16) Leases

The Company’s leases relate primarily to office facilities that expire on various dates from 2023 through 2031. The terms of the Company's non-cancelable operating lease arrangements typically contain fixed lease payment which increases over the term of the lease at fixed rates, rent holidays and provide for additional renewal periods. Lease expense is recognized over the term of the lease on a straight-line basis. All of the Company’s leases are classified as operating leases. The Company has determined that periods covered by options to extend the Company’s leases are excluded from the lease term as the Company is not reasonably certain the Company will exercise such options.

The Company records its right-of-use (“ROU”) asset within other assets (long term) and its operating lease liabilities within other current and long-term liabilities.

Additional information related to the Company’s leases is as follows (in thousands, except lease term and discount rate):


	As of			As of
	September 30, 2023			December 31, 2022
Balance sheet information
ROU assets	$	16,414		$	17,872
Lease liabilities, current	$	3,759		$	3,797
Lease liabilities, non-current		17,243			18,742
Total lease liabilities	$	21,002		$	22,539
Supplemental data
Weighted average remaining lease term	6.14 years			6.57 years
Weighted average discount rate		6.07	%		5.68	%


	Nine Months Ended September 30,
	2023		2022
Cash paid for amounts included in lease liabilities	$	3,441	$	5,552
ROU assets obtained in exchange for new lease obligations		2,215		287

Maturities of lease liabilities as of September 30, 2023 were as follows (in thousands):


Year ending December 31,
2023 (for the remaining three months)	$	1,358
2024		4,638
2025		4,108
2026		3,694
2027		3,380
Thereafter		9,467
Total undiscounted lease payments		26,645
Less: imputed interest		(5,643	)
Total lease liabilities	$	21,002

The following table presents components of lease expense (in thousands):


	Three Months Ended September 30,						Nine Months Ended September 30,
	2023			2022			2023			2022
Operating lease expense	$	1,192		$	1,446		$	3,673		$	4,667
Short-term lease expense(1)		113			143			423			473
		1,305			1,589			4,096			5,140
Less: Sublease income		(64	)		(56	)		(190	)		(102	)
Total lease expense	$	1,241		$	1,533		$	3,906		$	5,038

(1)

Short-term lease expense includes all leases with lease terms ranging from less than one month to one year.

As of September 30, 2023, the Company does not have any leases that have not yet commenced that create significant rights and obligations.

(17) Commitments and Contingencies

Litigation

In April 2022, certain former shareholders of The Anvil Group (International) Limited, Anvil Worldwide Limited and The Anvil Group Limited (collectively, “Anvil”), which was acquired by Everbridge on November 4, 2021, filed a claim in the United Kingdom Commercial Court against Everbridge Holdings Limited and Everbridge, Inc. The suit claims that these companies breached certain provisions of the acquisition documents relating to the issuance of Everbridge, Inc. stock, which formed part of the consideration payable for the stock in Anvil, and the claimants are currently seeking the Court’s permission to expand their allegations against Everbridge. The claimants are seeking damages of up to $75 million for losses they purport to have suffered as a result of these alleged breaches. The Court has set a trial date in late April 2024. As of September 30, 2023, the Company has accrued a liability of $9.1 million on the Company’s condensed consolidated balance sheet with respect to this claim.

In April 2022, a putative class action lawsuit was filed in the United States District Court for the Central District of California against the Company, Jaime Ellertson, Patrick Brickley, and David Meredith (the Company’s former Chief Executive Officer) by Sylebra Capital Partners Master Fund Ltd, Sylebra Capital Parc Master Fund, and Sylebra Capital Menlo Master Fund (collectively, “Sylebra”). In September 2022, Sylebra filed an amended and restated complaint (the “First Amended Complaint”). The lawsuit alleges violations of the federal securities laws by the Company and certain of its officers and directors arising out of purported misrepresentations in the information the Company provided to investors regarding the Company’s organic and inorganic revenue growth, and the status of integrating acquisitions, which allegedly artificially inflated the price of the Company’s stock during the period from November 4, 2019 to February 24, 2022. The Company is not able to estimate the amount of the loss allegedly suffered by members of the putative class or the amount of legal costs and internal efforts associated with defending the Company and the Company’s officers and directors. The Company intends to defend the action vigorously. In October 2022, the Company filed a motion to dismiss the lawsuit on various grounds, including failure to plead any actionable misstatement or omission, failure to establish scienter, and failure to meet the pleading requirements of the Private Securities Litigation Reform Act and other applicable law. On May 9, 2023, the Court granted the Company’s motion to dismiss each of the claims, dismissing the First Amended Complaint in its entirety, without prejudice. Sylebra filed a Second Amended Complaint on June 30, 2023. The Company has filed a motion to dismiss the Second Amended Complaint and that motion is scheduled to be heard by the Court on December 7, 2023. Even if the Company were to prevail again, this litigation could continue to be costly and time-consuming and divert the attention of the Company’s management and key personnel from the Company’s business operations. During the course of the litigation, the Company anticipates announcements of the results of hearings and motions, and other interim developments related to the litigation. If securities analysts or investors regard these announcements as negative, the market price of the Company’s common stock may decline. If the Company is unsuccessful in defending itself in this litigation, this lawsuit could materially and adversely affect the Company’s business, financial condition, results of operations and cash flows.

In June 2022, a purported shareholder derivative action was filed in the United States District Court for the Central District of California against certain current and former directors and officers of the Company, naming the Company as a nominal defendant. The suit claims that these individuals breached their fiduciary duties to the Company’s shareholders and to the Company generally in connection with the same set of circumstances alleged in the class action lawsuit. The complaint is derivative in nature and does not seek relief from the Company. This action has been stayed pending the outcome of the motion to dismiss filed in the putative class action lawsuit brought by Sylebra.

From time to time the Company may become involved in other legal proceedings or be subject to claims arising in the ordinary course of business. Although the results of ordinary course litigation and claims cannot be predicted with certainty, the Company currently believes that the final outcome of these ordinary course matters will not have a material adverse effect on its business, financial condition, results of operations or cash flows. Regardless of the outcome, litigation can have an adverse impact because of defense and settlement costs, diversion of management resources and other factors.

Employee Contracts

The Company has entered into employment contracts with certain of the Company’s executive officers which provide for at-will employment. However, under the provisions of the contracts, the Company would incur severance obligations of up to twelve months of the executive’s annual base salary for certain events, such as involuntary terminations.

(18) Restructuring and Restructuring-Related Activities

In May 2022, the Board approved a program (the “2022 Strategic Realignment”) to strategically realign the Company’s resources in order to accelerate and grow the Company’s investments in the Company’s largest growth opportunities while streamlining the Company’s operations. The 2022 Strategic Realignment program includes a targeted realignment and reduction of headcount, facilities and other third-party spend. In November 2022 and July 2023, the Board approved amendments to the 2022 Strategic Realignment program to include additional targeted realignment and reduction of headcount and other third-party spend.

The 2022 Strategic Realignment program is in support of the 2022 strategic initiatives to simplify the Company’s business and accelerate the integration of recent acquisitions, and will help to drive the financial outcomes of sustainable growth and improved profitability and cash flow and is expected to be substantially completed by the first half of fiscal 2024.

In addition to restructuring costs, the Company will also incur costs that do not constitute restructuring under ASC 420, Exit and Disposal Cost Obligations, and which the Company instead refers to as business transformation costs. These costs consist primarily of expenditures directly related to the 2022 Strategic Realignment and include employee retention costs, professional fees and investments in automation and technology. The following table provides a summary of the Company's estimates of total pre-tax charges associated with the 2022 Strategic Realignment, by major type of cost, of which approximately $33 million to $35 million are expected to result in cash outlays (in millions):


	Total Estimated Amount Expected to be Incurred
Restructuring charges:
Workforce	$	13	to	$	14
Facilities-related		5	to		5
Other		—	to		—
Business transformation charges		16	to		17
Total restructuring and business transformation charges	$	34	to	$	36

The following table sets provides a summary of restructuring activities (in thousands):


	Workforce (1)			Facilities- related (2)			Other			Total
Balance at January 1, 2023	$	1,294		$	36		$	—		$	1,330
Charges		2,727			66			1			2,794
Charges settled in cash		(3,072	)		(70	)		(109	)		(3,251	)
Charges settled in non-cash		26			(37	)		108			97
Balance at September 30, 2023	$	975		$	(5	)	$	—		$	970

(1)

Balance at September 30, 2023 is recorded in accrued payroll and employee related liabilities on the condensed consolidated balance sheet.

(2)

Balance at September 30, 2023 is recorded in prepaid expenses on the condensed consolidated balance sheet.

Since the inception of the 2022 Strategic Realignment program through September 30, 2023, the Company incurred approximately $15.0 million of restructuring charges, of which $10.4 million was for employee-related expenses, $4.3 million was for facilities-related expenses and $0.2 million for other expenses.

The following table presents restructuring and business transformation expenses by major type and line item within our accompanying condensed consolidated statement of operations (in thousands):


	Three Months Ended September 30,					Nine Months Ended September 30,
	2023			2022		2023			2022
Restructuring charges	$	2,109		$	37	$	2,794		$	6,779
Business transformation charges:
Cost of revenue		125			259		790			694
Sales and marketing		1,249			426		3,217			634
Research and development		1,670			396		2,810			609
General and administrative		579			106		1,125			2,102
Other income (expense), net		(18	)		3		(18	)		3
Total business transformation charges		3,605			1,190		7,924			4,042
Total restructuring and business transformation charges	$	5,714		$	1,227	$	10,718		$	10,821

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with (i) our condensed consolidated financial statements and related notes appearing elsewhere in this Quarterly Report on Form 10-Q and (ii) our audited consolidated financial statements and the related notes and management’s discussion and analysis of financial condition and results of operations for the fiscal year ended December 31, 2022 included in our Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on February 24, 2023. This Quarterly Report on Form 10-Q contains “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These statements are often identified by the use of words such as “anticipate,” “believe,” “can,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “project,” “seek,” “should,” “target,” “will,” “would” or the negative or plural of these words or similar expressions or variations. Such forward-looking statements include, but are not limited to, statements with respect to our outlook; the impact of new accounting standards; our ability to service our debt; our business strategy, including with respect to potential acquisitions; plans and objectives of future operations; the potential impact of macroeconomic events such as the COVID-19 pandemic or the ongoing war in Ukraine; the success of the 2022 Strategic Realignment; expected expenses, cash charges and cost savings; and our future financial and business performance. The events described in these forward-looking statements are subject to a number of risks, uncertainties, assumptions and other factors that could cause actual results and the timing of certain events to differ materially from future results expressed or implied by the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those identified herein, our ability to implement and achieve cost savings and the other operational and personnel changes described herein, and those discussed in the section titled “Risk Factors”, set forth in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2022, Part II, Item 1A of this Quarterly Report on Form 10-Q and in our other SEC filings. You should not rely upon forward-looking statements as predictions of future events. Furthermore, such forward-looking statements speak only as of the date of this report. Except as required by law, we undertake no obligation to update any forward-looking statements to reflect events or circumstances after the date of such statements.

Overview

Everbridge is a global software company that empowers resilience by leveraging intelligent automation technology to enable customers to anticipate, mitigate, respond to, and recover from critical events to keep people safe and organizations running. During public safety threats including severe weather conditions, active shooter situations, terrorist attacks or a pandemic, as well as critical business events such as IT outages, cyber-attacks, product recalls or supply-chain interruptions, global customers rely on our Critical Event Management platform to empower their resilience and 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 a comprehensive range of different communication channels and devices, and track progress on executing response plans. Our customers use our platform to identify and assess hundreds of different types of threats to their organizations, people, assets or brand. Our solutions enable organizations to automate and deliver intelligent, contextual messages to, and receive verification of delivery from, hundreds of millions of recipients, across multiple communications modalities such as voice, SMS and e-mail, in several languages and dialects – all simultaneously. Our Critical Event Management platform is comprised of a comprehensive set of software applications packaged for organizations to address five core use cases, safeguarding: Business Operations, People Resilience, Digital Operations, Smart Security, and Public Safety. Our individual products address the full spectrum of tasks an organization requires to manage a critical event, including Mass Notification, Safety Connection, IT Alerting, Visual Command Center, Public Warning, Community Engagement, Risk Center, Crisis Management, CareConverge, Control Center, 911 Connect, Travel Risk Management, SnapComms and E911. Our applications leverage the Everbridge Critical Event Management platform, permitting customers to use a single contacts database, rules engine of algorithms and hierarchies, and user interface to accomplish multiple objectives. We believe that our broad suite of integrated applications delivered via a single global Critical Event Management (“CEM”) platform is a significant competitive advantage in the resilience market for CEM solutions.

Our customer base has grown from 867 customers at the end of 2011 to more than 6,600 customers as of September 30, 2023. We provide our applications to customers of varying sizes, including enterprises, small businesses, non-profit organizations, educational institutions and governmental agencies. Our customers span a wide variety of industries including technology, energy, financial services, healthcare and life sciences, manufacturing, media and entertainment, retail, higher education and professional services.

We sell all of our critical event management applications on a subscription basis. We generally enter into contracts that range from one to three years in length, with an average contract duration of 1.7 years as of September 30, 2023, and generally bill and collect payment annually in advance. We derive most of our revenue from subscriptions to applications. On average, 95% of the revenue that we recognized in each of the eight most recently completed quarters was generated from contracts entered into in prior quarters or renewals of those contracts; the balance of the revenue that we recognized in each such quarter was generated from contracts entered into with new customers or new contracts, other than renewals, entered into with existing customers in such quarter. Our pricing model is based on the number of applications subscribed to and, per application, the number of people, locations and things connected to our platform as well as the volume of communications. We also offer premium services including data feeds for social media, threat intelligence and weather. We generate additional revenue by expanding the number of applications that our customers subscribe to and the number of contacts and devices connected to our platform.

We generated revenue of $114.2 million and $111.4 million for the three months ended September 30, 2023 and 2022, respectively, representing a period-over-period increase of 3%. We generated revenue of $333.0 million and $314.8 million for the nine months ended September 30, 2023 and 2022, respectively, representing a period-over-period increase of 6%. We had net income of $1.7 million and net loss of $22.1 million for the three months ended September 30, 2023 and 2022, respectively. We had net losses of $28.0 million and $77.3 million for the nine months ended September 30, 2023 and 2022, respectively. As of September 30, 2023 and 2022, 18% and 19% of our customers, respectively, were located outside of North America. These customers generated 25% and 26% of our total revenue for the three months ended September 30, 2023 and 2022, respectively, and 25% and 26% of our total revenue for the nine months ended September 30, 2023 and 2022, respectively. North America includes United States and Canada and International aggregates international revenues excluding Canada.

We have focused on rapidly growing our business and believe that the future growth of our business is dependent on many factors, including our ability to increase the functionality of our platform and applications, expand our customer base, accelerate adoption of our applications beyond Mass Notification within our existing customer base and expand our international presence. Our future growth will also depend on the growth in the market for critical event management solutions and our ability to effectively compete. In order to further penetrate the market for critical event management solutions and capitalize on what we believe to be a significant opportunity, we intend to continue to invest in research and development, build-out our data center infrastructure and services capabilities and hire additional sales representatives, both domestically and internationally, to drive sales to new customers and incremental sales of new applications to existing customers. Nevertheless, we expect to continue to incur losses in the near term and, if we are unable to achieve our growth objectives, we may not be able to achieve profitability.

Recent Developments

Settlement of 2024 Notes and 2026 Notes

During the three months ended September 30, 2023, we paid approximately $65.7 million in cash to repurchase approximately $70.1 million principal amount of the 0.125% convertible senior notes due December 15, 2024 (the “2024 Notes”) and approximately $64.9 million in cash to repurchase approximately $74.7 million principal amount of the 0% convertible senior notes due March 15, 2026 (the “2026 Notes”).

Other Business and Macroeconomic Conditions

Rising interest rates present a recent challenge impacting the U.S. economy and could make it more difficult for us to obtain traditional financing on acceptable terms, if at all, in the future. The general consensus among economists suggests that we should expect a higher recession risk to continue over the next year, which, together with rising interest rates and inflation, could result in further economic uncertainty and volatility in the capital markets in the near term, and could negatively affect our operations. Furthermore, such economic conditions have produced downward pressure on share prices. Although we do not believe that inflation has had a material impact on our financial position or results of operations to date, we may experience increases in the near future, especially if inflation rates continue to rise, on our operating costs including our labor costs, employee availability and wage increases, consequences associated with COVID-19, the Israel and Hamas conflict and the ongoing conflict between Russia and Ukraine which may result in additional stress on the Company’s working capital resources. Additionally, in March 2023, Silicon Valley Bank and Signature Bank were closed and taken over by the Federal Deposit Insurance Corporation, which raised concern regarding the stability of other banks in the United States and in particular with respect to regional banks. While we have not been materially impacted by such events to date, if our primary banking partners or the banking partners of our customers were to experience a similar crisis, it may cause a material impact on our liquidity, including the ability to access our cash and cash equivalents, or the liquidity of our customers such as delays in, or failure to, make payments, or reduce their demand for our products.

Presentation of Financial Statements

Our consolidated financial statements include the accounts of our wholly-owned subsidiaries. Business acquisitions are included in our consolidated financial statements from the date of the acquisition. Our purchase accounting resulted in all assets and liabilities of acquired businesses being recorded at their estimated fair values on the acquisition dates. All intercompany balances and transactions have been eliminated in consolidation.

We report our financial results as one operating segment. Our operating results are regularly reviewed on a consolidated basis by our chief executive officer, who is our chief operating decision maker, principally to make strategic decisions regarding how we allocate our resources and to assess our consolidated operating performance.

Components of Results of Operations

Revenue

We derive most of our revenue from the sale of subscriptions to our critical event management and enterprise safety applications.

We generally bill and collect payment for our subscriptions annually in advance. All revenue billed in advance of services being delivered is recorded in deferred revenue. The initial subscription period typically ranges from one to three years. We offer varying levels of customer support based on customer needs and the complexity of their businesses, including the level of usage by a customer in terms of minutes or the amount of data used to transmit the notifications. Our pricing model is based on the number of applications subscribed to and, per application, the number of people, locations and things connected to our platform as well as the volume of communications. We also offer premium services including data feeds for social media, threat intelligence and weather. We generate additional revenue by expanding the number of premium features and applications that our customers subscribe to and the number of contacts connected to our platform. Our revenue growth in the near-term may be adversely affected by our ability to integrate our recent acquisitions, drive new client adoption and sales of our full-suite of solutions.

We also sell professional services, which primarily consist of fees for deployment and optimization services as well as training. In addition, we also sell our software and related post contract support for on premises usage.

Cost of Revenue

Cost of revenue includes expenses related to the fulfillment of our subscription services, consisting primarily of employee-related expenses for data center operations and customer support, including salaries, bonuses, benefits and stock-based compensation expense. Cost of revenue also includes hosting costs, messaging costs and depreciation and amortization. As we add data center capacity and support personnel in advance of anticipated growth, our cost of revenue will increase and, if anticipated revenue growth does not occur, our gross profit will be adversely affected. After the 2022 Strategic Realignment (as defined below) is completed, we expect a reduction in operational costs.

Operating Expenses

Operating expenses consist of sales and marketing, research and development and general and administrative expenses. Salaries, bonuses, stock-based compensation expense and other personnel costs are the most significant components of each of these expense categories. We include stock-based compensation expense incurred in connection with the grant of stock options, restricted stock units, performance-based restricted stock units, market-based grants and our employee stock purchase plan within the applicable operating expense category based on the equity award recipient’s functional area.

Sales and Marketing

Sales and marketing expense primarily consists of employee-related expenses for sales, marketing and public relations employees, including salaries, bonuses, commissions, benefits and stock-based compensation expense. Sales and marketing expense also includes trade show, market research, advertising and other related external marketing expense as well as office and software related costs to support sales. We defer certain sales commissions related to acquiring new customers or services and amortize these expenses ratably over the period of benefit that we have determined to be four years. Sales commissions attributable to professional services are expensed within twelve months of selling the service to the customer. We plan to continue to expand our sales and marketing functions to grow our customer base and increase sales to existing customers. This growth will include adding sales personnel and expanding our marketing activities to continue to generate additional leads and build brand awareness. After the 2022 Strategic Realignment (as defined below) is completed, we expect a reduction in operational costs.

Research and Development

Research and development expense primarily consists of employee-related expenses for research and development staff, including salaries, bonuses, benefits and stock-based compensation expense. Research and development expense also includes the cost of certain third-party services, office-related costs to support research and development activities, software subscriptions and hosting costs. We capitalize certain software development costs that are attributable to developing new applications and adding incremental functionality to our platform and amortize these costs over the estimated life of the new application or incremental functionality, which is generally three years. We focus our research and development efforts on improving our applications, developing new applications and delivering new functionality. After the 2022 Strategic Realignment (as defined below) is completed, we expect a reduction in operational costs.

General and Administrative

General and administrative expense primarily consists of employee-related expenses for administrative, legal, finance and human resource personnel, including salaries, bonuses, benefits and stock-based compensation expense. General and administrative expense also includes professional fees, insurance premiums, corporate expenses, transaction-related costs, office-related expenses, facility costs, depreciation and amortization and software license costs. After the 2022 Strategic Realignment (as defined below) is completed, we expect a reduction in operational costs.

Restructuring

In May 2022, our board of directors (the “Board”) approved a program (the “2022 Strategic Realignment”), as amended, to strategically realign our resources in order to accelerate and grow our investments in our largest growth opportunities while streamlining our operations. This program is in support of the 2022 strategic initiatives to simplify our business and accelerate the integration of recent acquisitions, and will help to drive the financial outcomes of sustainable growth and improved profitability and cash flow. The 2022 Strategic Realignment program includes a targeted realignment and reduction of headcount, facilities and other third-party spend. See Note 18 in the notes to our condensed consolidated financial statements included in this Quarterly Report on Form 10-Q.

Restructuring expense consists of 2022 Strategic Realignment program expenses related to headcount, facilities and other third-party spend.

Interest and Investment Income

Interest income consists of interest earned on our cash balances held at financial institutions. Investment income consist of interest earned on our short-term investments which consist of U.S. treasuries, U.S. government agency obligations and money market funds.

Interest Expense

Interest expense consists of interest on our outstanding debt obligations including amortization of debt discounts and offering costs.

Gain (Loss) on Extinguishment of Convertible Notes, Capped Call Modification and Change in Fair Value

Gain (loss) on extinguishment of convertible notes, capped call modification and change in fair value relates to the partial extinguishment of our 2026 Notes and 2024 Notes, extinguishment of our 1.50% convertible senior notes due November 1, 2022 (the “2022 Notes”), modification of a capped call agreement related to the 2022 Notes and change in the fair value of 2022 Notes capped call options which were settled in cash.

Other income (expense), net

Other income (expense), net consists primarily of realized foreign currency gains and losses.

Results of Operations

The following tables set forth our results of operations for the periods presented and as a percentage of our total revenue for those periods. The period-to-period comparison of our historical results is not necessarily indicative of the results that may be expected in the future (in thousands):


	Three Months Ended September 30,						Nine Months Ended September 30,
	2023			2022			2023			2022
Revenue	$	114,191		$	111,401		$	333,028		$	314,762
Cost of revenue(1)		33,069			35,447			98,141			100,543
Gross profit		81,122			75,954			234,887			214,219
Operating expenses:
Sales and marketing(1)		36,699			46,580			121,556			133,755
Research and development(1)		23,852			25,177			73,469			75,355
General and administrative(1)		31,204			23,357			80,633			72,786
Restructuring		2,109			37			2,794			6,779
Total operating expenses		93,864			95,151			278,452			288,675
Operating loss		(12,742	)		(19,197	)		(43,565	)		(74,456	)
Other income (expense), net		13,501			(2,858	)		16,735			(4,633	)
Income (loss) before income taxes		759			(22,055	)		(26,830	)		(79,089	)
(Provision for) benefit from income taxes		924			(25	)		(1,185	)		1,754
Net income (loss)	$	1,683		$	(22,080	)	$	(28,015	)	$	(77,335	)

(1)

Includes stock-based compensation expense and depreciation and amortization of acquired intangible assets as follows. During 2022, we updated the presentation of the allocation of stock-based compensation capitalized for software development. Interim periods within 2022 have been recast to conform to the current presentation (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Stock-based compensation expense
Cost of revenue	$	1,285	$	1,978	$	4,757	$	4,276
Sales and marketing		2,398		6,415		13,346		14,320
Research and development		2,810		3,994		10,306		9,367
General and administrative		2,105		5,020		9,768		11,739
Total	$	8,598	$	17,407	$	38,177	$	39,702


	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Depreciation and amortization expense
Cost of revenue	$	6,405	$	5,885	$	19,084	$	17,977
Sales and marketing		352		340		1,106		863
Research and development		305		243		940		657
General and administrative		7,568		8,094		23,158		25,756
Total	$	14,630	$	14,562	$	44,288	$	45,253

The following table sets forth our condensed consolidated statements of operations as a percentage of revenue(1):


	Three Months Ended September 30,						Nine Months Ended September 30,
	2023			2022			2023			2022
Revenue		100	%		100	%		100	%		100	%
Cost of revenue		29	%		32	%		29	%		32	%
Gross profit		71	%		68	%		71	%		68	%
Operating expenses:
Sales and marketing		32	%		42	%		37	%		42	%
Research and development		21	%		23	%		22	%		24	%
General and administrative		27	%		21	%		24	%		23	%
Restructuring		2	%		0	%		1	%		2	%
Total operating expenses		82	%		85	%		84	%		92	%
Operating loss		(11	)%		(17	)%		(13	)%		(24	)%
Other income (expense), net		12	%		(3	)%		5	%		(1	)%
Income (loss) before income taxes		1	%		(20	)%		(8	)%		(25	)%
(Provision for) benefit from income taxes		1	%		(0	)%		(0	)%		1	%
Net income (loss)		1	%		(20	)%		(8	)%		(25	)%

(1)

Columns may not add up to 100% due to rounding.

Comparison of the Three Months Ended September 30, 2023 and 2022

Revenue


	Three Months Ended September 30,				Change
(dollars in thousands)	2023		2022		$		%
Revenue	$	114,191	$	111,401	$	2,790		2.5	%

Revenue increased by $2.8 million for the three months ended September 30, 2023 compared to the same period in 2022. The increase was due to a $2.8 million increase in sales of our solutions driven by expansion of our customer base from 6,417 customers as of September 30, 2022 to 6,619 customers as of September 30, 2023, including increased sales to larger organizations with greater numbers of contacts and locations.

Cost of Revenue


	Three Months Ended September 30,						Change
(dollars in thousands)	2023			2022			$			%
Cost of revenue	$	33,069		$	35,447		$	(2,378	)		(6.7	)%
Gross margin %		71	%		68	%

Cost of revenue decreased by $2.4 million for the three months ended September 30, 2023 compared to the same period in 2022. The decrease was primarily due to a $2.1 million decrease in employee-related costs, which includes stock-based compensation and employee-related costs related to the 2022 Strategic Realignment. There were 398 and 471 employees as of September 30, 2023 and 2022, respectively. The remaining decrease was principally the result of a $0.5 million decrease in travel risk management, operational resiliency and occupational health solutions costs, a $0.3 million decrease in hosting, software and messaging costs and other costs. These amounts were offset by a $0.5 million increase in depreciation and amortization expense attributed to our fixed assets, acquired intangibles and capitalized software.

Gross margin percentage increased due to revenue growth outpacing cost.

Operating Expenses

Sales and Marketing Expense


	Three Months Ended September 30,						Change
(dollars in thousands)	2023			2022			$			%
Sales and marketing	$	36,699		$	46,580		$	(9,881	)		(21.2	)%
% of revenue		32	%		42	%

Sales and marketing expense decreased by $9.9 million for the three months ended September 30, 2023 compared to the same period in 2022. The decrease was primarily due to a $9.4 million decrease in employee-related costs, which includes stock-based compensation and employee-related costs related to the 2022 Strategic Realignment. There were 505 and 642 employees as of September 30, 2023 and 2022, respectively. The remaining decrease was principally the result of a $0.3 million decrease in office-related expenses, a $0.1 million decrease in software expenses to support the sales team and a $0.1 million decrease in decrease in advertising-related costs and trade show expenses.

Research and Development Expense


	Three Months Ended September 30,						Change
(dollars in thousands)	2023			2022			$			%
Research and development	$	23,852		$	25,177		$	(1,325	)		(5.3	)%
% of revenue		21	%		23	%

Research and development expense decreased by $1.3 million for the three months ended September 30, 2023 compared to the same period in 2022. The decrease was primarily due to a $1.3 million decrease in employee-related costs, which includes stock-based compensation and employee-related costs related to the 2022 Strategic Realignment. There were 532 and 564 employees as of September 30, 2023 and 2022, respectively. The decrease was also due to a $0.3 million decrease in software-related costs. These decreases were partially offset by a $0.2 million increase in office-related expenses and a $0.1 million increase in professional services to support research and development activities.

General and Administrative Expense


	Three Months Ended September 30,						Change
(dollars in thousands)	2023			2022			$		%
General and administrative	$	31,204		$	23,357		$	7,847		33.6	%
% of revenue		27	%		21	%

General and administrative expense increased by $7.8 million for the three months ended September 30, 2023 compared to the same period in 2022. The increase was due to a $10.3 million increase in professional services and office-related expenses primarily due to an Anvil legal dispute accrual (see Note 17 in the notes to our condensed consolidated financial statements included in this Quarterly Report on Form 10-Q) and a $1.0 million increase in allowance for credit losses partially due to a recovery during the three months ended September 30, 2022. These increases were partially offset by a $3.0 million decrease in employee-related costs, which includes stock-based compensation and employee-related costs related to the 2022 Strategic Realignment and a $0.5 million decrease in depreciation and amortization. There were 191 and 216 employees as of September 30, 2023 and 2022, respectively.

Restructuring


	Three Months Ended September 30,						Change
(dollars in thousands)	2023			2022			$		%
Restructuring	$	2,109		$	37		$	2,072	N/M
% of revenue		2	%		0	%

Restructuring expense increased by $2.1 million for the three months ended September 30, 2023 compared to the same period in 2022. The increase was primarily due to higher restructuring expenses recognized in the current year related to the 2022 Strategic Realignment initiatives primarily related to an increase of $2.1 million for employee-related expenses.

Other income (expense), net


	Three Months Ended September 30,						Change
(dollars in thousands)	2023			2022			$		%
Other income (expense), net	$	13,501		$	(2,858	)	$	16,359	N/M
% of revenue		12	%		(3	)%

Other income (expense), net changed to income of $13.5 million from an expense of $2.9 million for the three months ended September 30, 2023 when compared to the same period in 2022. Gain on extinguishment of convertible notes of $12.7 million was recognized during the three months ended September 30, 2023 as compared to a $4.7 million decrease in fair value of 2022 Notes capped call options during the three months ended September 30, 2022, which were to be settled in cash, resulting in a $17.4 million increase in other income (expense), net. The remainder of the increase was due to a $0.6 million decrease in interest expense and a $0.1 million increase in interest income. These amounts were partially offset by a $1.7 million decrease in other income, net primarily due to a settlement of a receivable during the three months ended September 30, 2022.

Income Taxes


	Three Months Ended September 30,						Change
(dollars in thousands)	2023			2022			$		%
Benefit from (provision for) income taxes	$	924		$	(25	)	$	949	N/M
% of revenue		1	%		(0	)%

A portion of the losses incurred during the three months ended September 30, 2023 are expected to be realized in some jurisdictions during the year or recognized as a deferred tax asset as of December 31, 2023. Losses incurred for other operating jurisdictions required a valuation allowance. The benefit from income taxes of $0.9 million generated in the three months ended September 30, 2023 was primarily generated by a reduction in estimated cash taxes required in jurisdictions in which the estimated deferred tax assets for the year will require a valuation allowance. The change in income taxes of $0.9 million for the three months ended September 30, 2023 as compared to the same period in 2022 was primarily related to a reduction in estimated cash taxes associated with fiscal year 2023 as compared to what was estimated in the prior quarters of 2023.

Comparison of the Nine Months Ended September 30, 2023 and 2022

Revenue


	Nine Months Ended September 30,				Change
(dollars in thousands)	2023		2022		$		%
Revenue	$	333,028	$	314,762	$	18,266		5.8	%

Revenue increased by $18.3 million for the nine months ended September 30, 2023 compared to the same period in 2022. The increase was due to a $18.3 million increase in sales of our solutions driven by expansion of our customer base from 6,417 customers as of September 30, 2022 to 6,619 customers as of September 30, 2023, including increased sales to larger organizations with greater numbers of contacts and locations.

Cost of Revenue


	Nine Months Ended September 30,						Change
(dollars in thousands)	2023			2022			$			%
Cost of revenue	$	98,141		$	100,543		$	(2,402	)		(2.4	)%
Gross margin %		71	%		68	%

Cost of revenue decreased by $2.4 million during the nine months ended September 30, 2023 compared to the same period in 2022. The decrease was primarily due to a $3.2 million decrease in employee-related costs, which includes stock-based compensation and employee-related costs related to the 2022 Strategic Realignment. There were 398 and 471 employees as of September 30, 2023 and 2022, respectively. The remaining decrease was principally the result of a $1.0 million decrease in travel risk management, operational resiliency and occupational health solutions costs and a $0.1 million decrease in office and other related expenses to support revenue generating activities. These amounts were offset by a $1.1 million increase in depreciation and amortization expense attributed to our fixed assets, acquired intangibles and capitalized software and a $0.8 million increase in hosting, software and messaging costs and other costs.

Gross margin percentage increased due to revenue growth outpacing cost.

Operating Expenses

Sales and Marketing Expense


	Nine Months Ended September 30,						Change
(dollars in thousands)	2023			2022			$			%
Sales and marketing	$	121,556		$	133,755		$	(12,199	)		(9.1	)%
% of revenue		37	%		42	%

Sales and marketing expense decreased by $12.2 million for the nine months ended September 30, 2023 compared to the same period in 2022. The decrease was primarily due to a $10.2 million decrease in employee-related costs, which includes stock-based compensation and employee-related costs related to the 2022 Strategic Realignment. There were 505 and 642 employees as of September 30, 2023 and 2022, respectively. The remaining decrease was principally the result of a $1.3 million decrease in advertising-related costs and trade show expenses, a $0.4 million decrease in office-related expenses and a $0.3 million decrease in software expenses to support the sales team.

Research and Development Expense


	Nine Months Ended September 30,						Change
(dollars in thousands)	2023			2022			$			%
Research and development	$	73,469		$	75,355		$	(1,886	)		(2.5	)%
% of revenue		22	%		24	%

Research and development expense decreased by $1.9 million for the nine months ended September 30, 2023 compared to the same period in 2022. A total of $11.9 million of internally developed software costs during the nine months ended September 30, 2022 and $13.3 million of internally developed software costs during the nine months ended September 30, 2023 were capitalized, resulting in a $1.4 million decrease in research and development expense during the nine months ended September 30, 2023. The decrease was also due to a $0.6 million decrease in employee-related costs, which includes stock-based compensation and employee-related costs related to the 2022 Strategic Realignment and a $0.3 million decrease in software-related costs. There were 532 and 564 employees as of September 30, 2023 and 2022, respectively. These decreases were offset by a $0.4 million increase in office-related and other expenses to support research and development activities.

General and Administrative Expense


	Nine Months Ended September 30,						Change
(dollars in thousands)	2023			2022			$		%
General and administrative	$	80,633		$	72,786		$	7,847		10.8	%
% of revenue		24	%		23	%

General and administrative expense increased by $7.8 million during the nine months ended September 30, 2023 as compared to the same period in 2022. The increase was due to a $10.1 million increase in professional services and office-related expenses primarily due to an Anvil legal dispute accrual (see Note 17 in the notes to our condensed consolidated financial statements included in this Quarterly Report on Form 10-Q) and a $3.0 million increase in allowance for credit losses partially due to a recovery during the three months ended September 30, 2022. These increases were partially offset by a $2.7 million decrease in employee-related costs, which includes stock-based compensation and employee-related costs related to the 2022 Strategic Realignment and a $2.6 million decrease in depreciation and amortization. There were 191 and 216 employees as of September 30, 2023 and 2022, respectively.

Restructuring


	Nine Months Ended September 30,						Change
(dollars in thousands)	2023			2022			$			%
Restructuring	$	2,794		$	6,779		$	(3,985	)		(58.8	)%
% of revenue		1	%		2	%

Restructuring expense decreased by $4.0 million for the nine months ended September 30, 2023 compared to the same period in 2022. The decrease was primarily due to higher restructuring expenses recognized in the prior year related to the 2022 Strategic Realignment initiatives and includes decreases of $4.1 million for facilities-related expenses and $0.2 million for other expenses. These decreases were partially offset by a $0.3 million increase in employee-related expenses.

Other income (expense), net


	Nine Months Ended September 30,						Change
(dollars in thousands)	2023			2022			$		%
Other income (expense), net	$	16,735		$	(4,633	)	$	21,368		461.2	%
% of revenue		5	%		(1	)%

Other income (expense), net changed to income of $16.7 million from expense of $4.6 million for the nine months ended September 30, 2023 when compared to the same period in 2022. Gain on extinguishment of convertible notes of $12.7 million was recognized during the three months ended September 30, 2023 as compared to a $4.7 million decrease in fair value of 2022 Notes capped call options to be settled in cash during the three months ended September 30, 2022 resulting in a $17.4 million increase in other income (expense), net. The remainder of the increase was due to a $3.4 million increase in interest income, a $1.7 million decrease in interest expense and a $0.3 million gain recognized in connection with an asset sale during the nine months ended September 30, 2023. These amounts were partially offset by a $1.4 million decrease in other income, net primarily due to a settlement of a receivable during the three months ended September 30, 2022.

Income Taxes


	Nine Months Ended September 30,						Change
(dollars in thousands)	2023			2022			$			%
Benefit from (provision for) income taxes	$	(1,185	)	$	1,754		$	(2,939	)		(167.6	)%
% of revenue		(0	)%		1	%

A portion of the losses incurred during the nine months ended September 30, 2023 are expected to be realized in some jurisdictions during the year or recognized as a deferred tax asset as of December 31, 2023. Losses incurred for other operating jurisdictions required a valuation allowance. The provision for income taxes of $1.2 million generated in the nine months ended September 30, 2023 was associated with estimated cash taxes required in jurisdictions in which the estimated deferred tax assets for the year will require a valuation allowance. The change in income taxes of $2.9 million for the nine months ended September 30, 2023 as compared to the same period in 2022 was primarily related to a benefit recorded in 2022 for a change in valuation allowance and realization of losses against deferred tax liabilities established for prior acquisitions.

Other Metrics

We regularly monitor a number of financial and operating metrics, including the following key metrics, to evaluate our business, measure our performance, identify trends affecting our business, formulate business plans, and make strategic decisions.

•

Adjusted EBITDA. Adjusted EBITDA represents our net income (loss) before interest and investment (income) expense, net, provision for (benefit from) income taxes, depreciation and amortization expense, stock-based compensation expense, costs related to the 2022 Strategic Realignment, Anvil legal dispute accrual, change in fair value of contingent consideration, and (gain) loss on extinguishment of convertible notes, capped call modification and change in fair value. We do not consider these items to be indicative of our core operating performance. The items that are non-cash include depreciation and amortization expense, stock-based compensation expense, change in fair value of contingent consideration and (gain) loss on extinguishment of convertible notes, capped call modification and change in fair value. Adjusted EBITDA is a measure used by management to understand and evaluate our core operating performance and trends and to generate future operating plans, make strategic decisions regarding the allocation of capital and invest in initiatives that are focused on cultivating new markets for our solutions. In particular, the exclusion of certain expenses in calculating adjusted EBITDA facilitates comparisons of our operating performance on a period-to-period basis. Adjusted EBITDA is not a measure calculated in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”). We believe that adjusted EBITDA provides useful information to investors and others in understanding and evaluating our operating results in the same manner as our management and the Board. Nevertheless, use of adjusted EBITDA has limitations as an analytical tool, and you should not consider it in isolation or as a substitute for analysis of our financial results as reported under GAAP. Some of these limitations are: (1) although depreciation and amortization are non-cash charges, the capitalized software that is amortized will need to be replaced in the future, and adjusted EBITDA does not reflect cash capital expenditure requirements for such replacements or for new capital expenditure requirements; (2) adjusted EBITDA does not reflect changes in, or cash requirements for, our working capital needs; (3) adjusted EBITDA does not reflect the potentially dilutive impact of equity-based compensation; (4) adjusted EBITDA does not reflect tax payments or receipts that may represent a reduction or increase in cash available to us; and (5) other companies, including companies in our industry, may calculate adjusted EBITDA or similarly titled measures differently, which reduces the usefulness of the metric as a comparative measure. Because of these and other limitations, you should consider adjusted EBITDA alongside our other GAAP-based financial performance measures, net loss and our other GAAP financial results. The following table presents a reconciliation of adjusted EBITDA to net income (loss), the most directly comparable GAAP measure, for each of the periods indicated (in thousands):


	Three Months Ended September 30,						Nine Months Ended September 30,
	2023			2022			2023			2022
Net income (loss)	$	1,683		$	(22,080	)	$	(28,015	)	$	(77,335	)
Interest and investment expense, net		(1,416	)		(742	)		(3,904	)		1,124
Provision for (benefit from) income taxes		(924	)		25			1,185			(1,754	)
Depreciation and amortization		14,630			14,562			44,288			45,253
Stock-based compensation		8,598			17,407			38,177			39,702
2022 Strategic Realignment		5,714			1,227			10,718			10,821
Anvil legal dispute accrual		8,064			—			8,064			—
Change in fair value of contingent consideration		—			—			—			(57	)
(Gain) loss on extinguishment of convertible notes, capped call modification and change in fair value		(12,658	)		4,770			(12,658	)		4,770
Adjusted EBITDA	$	23,691		$	15,169		$	57,855		$	22,524

•

Free Cash Flow and Adjusted Free Cash Flow. Free cash flow represents net cash provided by (used in) operating activities minus capital expenditures and capitalized software development costs. Adjusted free cash flow represents free cash flow as further adjusted for cash payments for the 2022 Strategic Realignment. Free cash flow and adjusted free cash flow are measures used by management to understand and evaluate our core operating performance and trends and to generate future operating plans. The exclusion of capital expenditures, amounts capitalized for internally-developed software and cash payments for the 2022 Strategic Realignment facilitates comparisons of our operating performance on a period-to-period basis and excludes items that we do not consider to be indicative of our core operating performance. Free cash flow and adjusted free cash flow are not measures calculated in accordance with GAAP. We believe that free cash flow and adjusted free cash flow provide useful information to investors and others in understanding and evaluating our operating results in the same manner as our management and the Board. Nevertheless, our use of free cash flow and adjusted free cash flow have limitations as an analytical tool, and you should not consider them in isolation or as a substitute for analysis of our financial results as reported under GAAP. You should consider free cash flow and adjusted free cash flow alongside our other GAAP-based financial performance measures, net cash provided by (used in) operating activities, and our other GAAP financial results. The following table presents a reconciliation of free cash flow and adjusted free cash flow to net cash provided by (used in) operating activities, the most directly comparable GAAP measure, for each of the periods indicated (in thousands):


	Three Months Ended September 30,						Nine Months Ended September 30,
	2023			2022			2023			2022
Net cash provided by operating activities	$	17,009		$	18,035		$	42,954		$	15,813
Capital expenditures		(1,945	)		(225	)		(4,124	)		(2,951	)
Capitalized software development costs		(4,835	)		(4,173	)		(12,704	)		(11,609	)
Free cash flow		10,229			13,637			26,126			1,253
Cash payments for 2022 Strategic Realignment		5,269			1,760			10,951			8,079
Adjusted free cash flow	$	15,498		$	15,397		$	37,077		$	9,332

•

Additional Supplemental Non-GAAP Financial Measures. To supplement our consolidated financial statements, which are prepared and presented in accordance with GAAP, we provide investors with certain additional supplemental non-GAAP financial measures, including non-GAAP gross profit, non-GAAP gross margin and non-GAAP net income (loss), which we collectively refer to as non-GAAP financial measures. These non-GAAP financial measures exclude all or a combination of the following (as reflected in the following reconciliation tables): amortization of acquired intangibles, stock-based compensation expense, costs related to the 2022 Strategic Realignment, Anvil legal dispute accrual, change in fair value of contingent consideration, accretion of interest on convertible senior notes, (gain) loss on extinguishment of convertible notes, capped call modification and change in fair value and the tax impact of such adjustments. The tax impact of such adjustments was determined by recalculating the estimated annual effective tax rate utilizing non-GAAP pre-tax income estimated for the year and then applying the recalculated estimated annual effective tax rate to year-to-date non-GAAP income. The presentation of the non-GAAP financial measures is not intended to be considered in isolation or as a substitute for, or superior to, the financial information prepared and presented in accordance with GAAP. We use these non-GAAP financial measures for financial and operational decision-making purposes and as a means to evaluate period-to-period comparisons. We believe that these non-GAAP financial measures provide useful information about our operating results, enhance the overall understanding of past financial performance and future prospects and allow for greater transparency with respect to metrics used by our management in its financial and operational decision making. While our non-GAAP financial measures are an important tool for financial and operational decision making and for evaluating our own operating results over different periods of time, you should consider our non-GAAP financial measures alongside our GAAP financial results.

We believe that excluding the impact of amortization of acquired intangibles allows for more meaningful comparisons between operating results from period to period as the intangibles are valued at the time of acquisition and are amortized over a period of several years after the acquisition. We exclude stock-based compensation expense which can vary based on plan design, share price, share price volatility, and the expected lives of equity instruments granted. We believe that providing non-GAAP financial measures that exclude stock-based compensation expense allow for more meaningful comparisons between our operating results from period to period because stock-based compensation expense does not represent a cash expenditure. We believe that excluding costs related to the 2022 Strategic Realignment allows for more meaningful comparisons between operating results from period to period as this is a discrete event based on a unique set of business objectives and is incremental to the core activities that arise in the ordinary course of our business. We believe that excluding the Anvil legal dispute accrual, which reflects an estimated potential liability in connection with a lawsuit filed in April 2022 by certain former shareholders of The Anvil Group (International) Limited, Anvil Worldwide Limited and The Anvil Group Limited (collectively, “Anvil”) (see Note 17 in the notes to our condensed consolidated financial statements included in this Quarterly Report on Form 10-Q), allows for more meaningful comparisons between operating results from period to period as the litigation expense being excluded is not considered a normal, recurring expense, does not have a direct correlation to the operations of our business and is outside of the ordinary course of business due to the lack of frequency of similar cases that have been brought against us to date, the complexity of the case and the nature of the remedies sought. We believe that excluding the change in fair value of contingent consideration allows for more meaningful comparisons between operating results from period to period as it is non-operating in nature. We believe that excluding the impact of accretion of interest on convertible senior notes allows for more meaningful comparisons between operating results from period to period as accretion of interest on convertible senior notes relates to interest cost for the time value of money and are non-operating in nature. We believe that excluding (gain) loss on extinguishment of convertible notes, capped call modification and change in fair value allows for more meaningful comparisons between operating results from period to period as gains and losses on the extinguishment of convertible notes, capped call modifications and change in fair value are non-operating in nature. We do not engage in the repurchase of convertible notes on a regular basis or in the ordinary course of business. Accordingly, we believe that excluding these expenses provides investors and management with greater visibility of the underlying performance of our business operations, facilitates comparison of our results with other periods and may also facilitate comparison with the results of other companies in our industry.

There are limitations in using non-GAAP financial measures because the non-GAAP financial measures are not prepared in accordance with GAAP, may be different from non-GAAP financial measures used by other companies and exclude expenses that may have a material impact upon our reported financial results. Further, stock-based compensation expense has been and will continue to be for the foreseeable future a significant recurring expense in our business and an important part of the compensation provided to our employees.

The following table reconciles our GAAP gross profit to non-GAAP gross profit (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Gross profit	$	81,122	$	75,954	$	234,887	$	214,219
Amortization of acquired intangibles		1,980		2,790		6,530		9,055
Stock-based compensation		1,285		1,978		4,757		4,276
2022 Strategic Realignment		125		259		790		694
Non-GAAP gross profit	$	84,512	$	80,981	$	246,964	$	228,244

The following table reconciles our GAAP gross margin to non-GAAP gross margin(1):


	Three Months Ended September 30,						Nine Months Ended September 30,
	2023			2022			2023			2022
Gross margin		71.0	%		68.2	%		70.5	%		68.1	%
Amortization of acquired intangibles margin		1.7	%		2.5	%		2.0	%		2.9	%
Stock-based compensation margin		1.1	%		1.8	%		1.4	%		1.4	%
2022 Strategic Realignment margin		0.1	%		0.2	%		0.2	%		0.2	%
Non-GAAP gross margin		74.0	%		72.7	%		74.2	%		72.5	%

(1)

Columns may not add up to 100% due to rounding.

The following table reconciles our GAAP net income (loss) to non-GAAP net income (in thousands):


	Three Months Ended September 30,						Nine Months Ended September 30,
	2023			2022			2023			2022
Net income (loss)	$	1,683		$	(22,080	)	$	(28,015	)	$	(77,335	)
Amortization of acquired intangibles		8,979			10,328			27,988			33,128
Stock-based compensation		8,598			17,407			38,177			39,702
2022 Strategic Realignment		5,714			1,227			10,718			10,821
Anvil legal dispute accrual		8,064			—			8,064			—
Change in fair value of contingent consideration		—			—			—			(57	)
Accretion of interest on convertible senior notes		684			1,168			2,122			3,492
(Gain) loss on extinguishment of convertible notes, capped call modification and change in fair value		(12,658	)		4,770			(12,658	)		4,770
Income tax adjustments		(841	)		(510	)		(1,918	)		(1,321	)
Non-GAAP net income	$	20,223		$	12,310		$	44,478		$	13,200

Liquidity and Capital Resources

To date, we have financed our operations primarily through cash from sales to our customers, along with equity issuances and debt financing arrangements. Our principal source of liquidity is cash and cash equivalents totaling $97.7 million as of September 30, 2023. We have generated significant losses since inception and expect to continue to generate losses for the foreseeable future.

We believe that our cash and cash equivalent balances and the cash flows generated by our operations will be sufficient to satisfy our anticipated cash needs for working capital and capital expenditures for at least the next 12 months. We believe we will meet longer-term expected future cash requirements and obligations. However, our belief may prove to be incorrect, and we could utilize our available financial resources sooner than we currently expect. Our future capital requirements and the adequacy of available funds will depend on many factors, including those set forth in the section of Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2022 and Part II, Item 1A of this Quarterly Report on Form 10-Q. We cannot assure you that we will be able to raise additional capital on acceptable terms or at all. In addition, if we fail to meet our operating plan during the next 12 months, our liquidity could be adversely affected.

Material Cash Requirements and Contractual Obligations

We expect to use cash primarily for operating activities, such as expansion of our sales and marketing operations, research and development activities and other working capital needs, such as salaries, bonuses, and other personnel cost and data center hosting costs, as well as payments for acquisitions of businesses, interest payments on our convertible senior notes and payments related to the 2022 Strategic Realignment. We expect to continue to finance our operations primarily through cash from sales to our customers and may consider future equity issuances and debt financing arrangements. As of September 30, 2023, our commitments to settle contractual obligations include $363.7 million principal amount of indebtedness under the 2026 Notes and 2024 Notes (see Note 9 of the notes to consolidated financial statements) and lease obligations of $26.6 million (see Note 16 of the notes to condensed consolidated financial statements).

Cash Flows

The following table summarizes our cash flows (in thousands):


	Three Months Ended September 30,						Nine Months Ended September 30,
	2023			2022			2023			2022
Cash, cash equivalents and restricted cash at beginning of period	$	221,882		$	477,479		$	201,594		$	492,758
Net cash provided by operating activities		17,009			18,035			42,954			15,813
Net cash used in investing activities		(6,692	)		(4,381	)		(12,372	)		(14,590	)
Net cash used in financing activities		(130,357	)		(450	)		(130,263	)		(999	)
Effects of exchange rates on cash, cash equivalents and restricted cash		(1,295	)		(1,010	)		(1,366	)		(3,309	)
Cash, cash equivalents and restricted cash at end of period	$	100,547		$	489,673		$	100,547		$	489,673

Sources of Funds

Our sources of funds include cash from sales to our customers, along with equity issuances and debt financing arrangements including our 2026 Notes and 2024 Notes.

Uses of Funds

Our historical uses of cash have primarily consisted of cash used for operating activities, such as expansion of our sales and marketing operations, research and development activities and other working capital needs as well as repurchases of convertible notes and payments related to the 2022 Strategic Realignment.

Operating Activities

Our net loss and cash flows provided by or used in operating activities are significantly influenced by our investments in headcount and infrastructure to support our growth, marketing and sponsorship expenses, and our ability to bill and collect in a timely manner. Our net loss has been significantly greater than our use of cash for operating activities due to the inclusion of non-cash expenses and charges.

Operating activities generated $43.0 million in cash in the nine months ended September 30, 2023, primarily as a result of non-cash operating expenses of $87.2 million which was offset by our net loss of $28.0 million and $16.3 million in cash used as a result of changes in operating assets and liabilities. Included in the $43.0 million cash provided by operating activities was $11.0 million cash paid related to the 2022 Strategic Realignment. Specifically, we recognized non-cash charges aggregating to $44.3 million for depreciation and amortization of intangible assets, capitalized software development costs and property and equipment, $38.2 million for stock-based compensation, $14.5 million for amortization of deferred commissions, $2.2 million for provision for credit losses and $2.1 million related to the accretion of interest on our convertible senior notes, partially offset by $12.7 million gain on extinguishment of convertible notes, capped call modification and change in fair value, $1.0 million for deferred income taxes and $0.4 million for gain on disposal of assets. The net change in operating assets and liabilities of $16.3 million reflected an $18.8 million increase in deferred cost, an $11.9 million decrease in deferred revenue, a $5.3 million decrease in other liabilities, a $6.1 million decrease in accrued payroll and employee related liabilities, a $2.1 million increase in other assets and a $1.6 million increase in prepaid expenses. These amounts were offset by a $25.4 million decrease in accounts receivable, a $2.1 million increase in accrued expenses and a $1.9 million increase in accounts payable.

Operating activities generated $15.8 million in cash in the nine months ended September 30, 2022, primarily as a result of non-cash operating expenses of $99.6 million which was offset by our net loss of $77.3 million and $6.5 million in cash used as a result of changes in operating assets and liabilities. Included in the $15.8 million cash provided by operating activities was $8.1 million cash paid related to the 2022 Strategic Realignment. We recognized non-cash charges aggregating to $45.3 million for depreciation and amortization of intangible assets, capitalized software development costs and property and equipment, $39.7 million for stock-based compensation, $13.4 million for amortization of deferred commissions, $4.8 million loss on extinguishment of convertible notes, capped call modification and change in fair value, $3.5 million related to the accretion of interest on our convertible senior notes, and $0.9 million for loss on disposal of assets, offset by $7.1 million for deferred income taxes, $0.7 million for provision for credit losses and $0.1 million change in the fair value of our contingent consideration obligation. The net change in operating assets and liabilities of $6.5 million reflected a $16.2 million increase in deferred cost, an $11.3 million decrease in other liabilities, a $6.9 million decrease in accrued payroll and employee related liabilities, a $4.7 million decrease in deferred revenue, a $3.2 million decrease in accounts payable and a $0.6 million decrease in accrued expenses. These amounts were offset by a $28.8 million decrease in accounts receivable and a $7.6 million decrease in other assets.

Investing Activities

Our investing activities consist primarily of capital expenditures for capitalized software development costs, business acquisitions, property and equipment expenses, purchase and sales of short-term investments and the sale of assets.

Investing activities used $12.4 million in cash in the nine months ended September 30, 2023, which consists of a $12.7 million investment in software development, $4.1 million in purchases of property and equipment offset by $4.4 million cash received from the sale of assets and $0.1 million attributed to a landlord reimbursement.

Investing activities used $14.6 million in cash in the nine months ended September 30, 2022, which consists of a $11.6 million investment in software development, $3.0 million in purchases of property and equipment and $1.2 million to settle certain Anvil acquisition purchase liabilities, offset by $1.2 million attributed to a landlord reimbursement.

Financing Activities

Cash generated by financing activities includes proceeds from borrowings under our convertible senior notes, proceeds from the partial termination of convertible note capped call hedges, proceeds from the exercise of employee stock options and contributions to our employee stock purchase plan. Cash used in financing activities includes payments for debt and offering issuance costs, purchases of convertible notes capped call hedges, extinguishment of debt, payment of contingent consideration and employee withholding liabilities from the issuance of shares related to restricted stock units and performance-based restricted stock units.

We may from time to time seek to retire or purchase additional outstanding debt through cash purchases and/or exchanges for equity securities, in open market purchases, privately negotiated transactions or otherwise. Such repurchases or exchanges, if any, will depend on prevailing market conditions, our liquidity requirements, contractual restrictions and other factors. The amounts involved in any such transactions, individually or in the aggregate, may be material. Further, any such repurchases or exchanges may result in us acquiring and retiring a substantial amount of such indebtedness, which could impact the trading liquidity of such indebtedness.

Financing activities used $130.3 million of cash in the nine months ended September 30, 2023, which reflects $129.6 million in payments for the extinguishment of the 2026 Notes and 2024 Notes, $6.2 million payment for employee withholding taxes related to the issuance of restricted stock units and performance-based restricted stock units and $0.1 million in other financing activities partially offset by $4.3 million from the issuance of stock under our employee stock purchase plan and $1.3 million from the exercise of stock options.

Financing activities used $1.0 million of cash in the nine months ended September 30, 2022, which reflects a $4.2 million payment for employee withholding taxes related to the issuance of restricted stock units and performance-based restricted stock units offset by $3.2 million from the issuance of stock under our employee stock purchase plan.

Critical Accounting Estimates

Our condensed consolidated financial statements are prepared in accordance with U.S. GAAP. The preparation of our condensed consolidated financial statements requires us to make estimates, assumptions and judgments that affect the reported amounts of assets, liabilities, revenue, costs and expenses, and related disclosures. We base our estimates and assumptions on historical experience and other factors that we believe to be reasonable under the circumstances. We evaluate our estimates and assumptions on an ongoing basis. Our actual results may differ from these estimates.

There have been no changes to our critical accounting estimates described in the Annual Report on Form 10-K for the year ended December 31, 2022, filed with the SEC on February 24, 2023, that have had a material impact on our condensed consolidated financial statements and related notes.

Recently Issued Accounting Pronouncements

See Note 2 to our unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q for a summary of recently issued and adopted accounting pronouncements.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

Market risk represents the risk of loss that may impact our financial position due to adverse changes in financial market prices and rates. Our market risk exposure is primarily the result of fluctuations in interest rates and foreign exchange rates as well as, to a lesser extent, inflation.

Interest Rate Risk

Our investment portfolio is exposed to market risk from changes in interest rates. The fair market value of fixed rate securities may be adversely impacted by fluctuations in interest rates while income earned on floating rate securities may decline as a result of decreases in interest rates. Under our current policies, we do not use interest rate derivative instruments to manage exposure to interest rate changes. We attempt to ensure the safety and preservation of our invested principal funds by limiting default risk, market risk and reinvestment risk. We mitigate default risk by investing in investment grade securities. We have historically maintained a relatively short average maturity for our investment portfolio, and we believe a hypothetical 100 basis point adverse move in interest rates along the entire interest rate yield curve would not change the fair value of our interest sensitive financial instruments by a material amount. In addition, if a 100 basis point change in overall interest rates were to occur in 2023, our interest income would not change significantly in relation to amounts we would expect to earn, based on our cash, cash equivalents, and investments as of September 30, 2023.

Changes in interest rates may also impact gains or losses from the conversion of our outstanding convertible senior notes. In March 2021, we issued $375 million in aggregate principal amount of our 2026 Notes of which $300.3 million remain outstanding as of September 30, 2023. During the three months ended September 30, 2023, we paid approximately $64.9 million in cash to repurchase approximately $74.7 million principal amount of the 2026 Notes. In December 2019, we issued $450 million in aggregate principal amount of our 2024 Notes of which $63.5 million remain outstanding as of September 30, 2023. During the year ended December 31, 2022, we paid approximately $288.8 million in cash to repurchase approximately $316.4 million principal amount of the 2024 Notes. During the three months ended September 30, 2023, we paid approximately $65.7 million in cash to repurchase approximately $70.1 million principal amount of the 2024 Notes. The 2026 Notes and 2024 Notes are convertible under certain circumstances, including trading price conditions related to our common stock, and upon conversion, we will pay or deliver, as the case may be, cash, shares of our common stock, or a combination of cash and shares of our common stock, at our election. The 2026 Notes and 2024 Notes were not convertible as of September 30, 2023.

We are exposed to interest rate risk in the ordinary course of our business. Our cash, cash equivalents and investments include cash in readily available checking and money market accounts and marketable securities. These securities are not dependent on interest rate fluctuations that may cause the principal amount of these assets to fluctuate.

We had cash and cash equivalents of $97.7 million as of September 30, 2023, which consisted of bank deposits and money market funds. To date, fluctuations in interest income have not been significant.

We do not enter into investments for trading or speculative purposes and have not used any derivative financial instruments to manage our interest rate risk exposure.

Foreign Currency Exchange Risk

We have foreign currency risks related to our revenue and operating expenses denominated in currencies other than our functional currency, the U.S. dollar, principally British Pounds, Euro, Norwegian Krone, Swedish Kronor and other foreign currencies. Movements in foreign currencies in which we transact business could significantly affect future net earnings. For example, the strengthening of the U.S. dollar has a negative impact on our reported international net revenue but a positive impact on our reported international operating expenses. We do not currently engage in any hedging activity to reduce our potential exposure to currency fluctuations, although we may choose to do so in the future. A hypothetical 10% change in foreign exchange rates during any of the periods presented would not have had a material impact on our consolidated financial statements. As our international operations grow, we will continue to reassess our approach to manage our risk relating to fluctuations in foreign currency rate.

Inflation Risk

We do not believe that inflation has had a material effect on our business, financial condition or results of operations historically. If our costs were to become subject to significant inflationary pressures, we may not be able to fully offset such higher costs through price increases. Our inability or failure to do so could harm our business, financial condition and results of operations.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

We maintain “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure.

Our management, with the participation of our principal executive officer and principal financial officer, has evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on such evaluation, our principal executive officer and principal financial officer have concluded that as of such date, our disclosure controls and procedures were effective at a reasonable assurance level.

Changes in Internal Control

There were no changes in our internal control over financial reporting identified in management's evaluation pursuant to Rules 13a-15(d) or 15d-15(d) of the Exchange Act during the period covered by this Quarterly Report on Form 10-Q that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Inherent Limitations on Effectiveness of Controls

Our management, including our principal executive officer and principal financial officer, does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent or detect all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within our global organization have been detected. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

PART II—OTHER INFORMATION

Item 1. Legal Proceedings.

See Note 17 in the notes to our condensed consolidated financial statements included in this Quarterly Report on Form 10-Q for a discussion of our legal proceedings, which is incorporated herein by reference.

Item 1A. Risk Factors.

We operate in a rapidly changing environment that involves a number of risks, which could materially affect our business, financial condition or future results, some of which are beyond our control. In addition to the other information set forth in this Quarterly Report on Form 10-Q, the risks and uncertainties that we believe are most important for you to consider are discussed in Part I-Item 1A under the heading “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2022, as filed with the SEC on February 24, 2023. During the nine months ended September 30, 2023, there were no material changes to the risk factors that were disclosed in our Annual Report on Form 10-K for the year ended December 31, 2022.

Item 2. Unregistered Sales of Equity Securities, Use of Proceeds and Issuer Repurchases of Equity Securities.

(a) Recent Sales of Unregistered Equity Securities

None

(b) Use of Proceeds

None

Item 3. Defaults Upon Senior Securities.

None

Item 4. Mine Safety Disclosures.

Not applicable

Item 5. Other Information.

Trading Arrangements

During the three months ended September 30, 2023, the following officers (as defined in Rule 16a-1(f) under the Exchange Act) adopted “Rule 10b5-1 trading arrangements” (as such term is defined in Item 408(a) of Regulation S-K).


Name and Title	Action Taken (Date of Action)	Expiration Date	Aggregate Number of Shares of Common Stock to be Sold
Noah F. Webster, Chief Legal and Compliance Officer	Adoption (September 6, 2023)	January 31, 2025	Up to 28,746 shares(1)
John Di Leo, Chief Revenue Officer	Adoption (September 7, 2023)	March 31, 2025	See footnote(2)
Bryan Barney, Executive Vice President and Chief Product Officer	Adoption (September 13, 2023)	January 31, 2025	Up to 50,730 shares(3)
Patrick Brickley, Executive Vice President and Chief Financial Officer	Adoption (September 15, 2023)	March 31, 2025	See footnote(4)
Phillip E. Huff, Chief Accounting Officer and Corporate Controller	Adoption (September 15, 2023)	March 31, 2025	See footnote(5)

(1)

Includes (1) 14,373 shares subject to restricted stock unit (“RSU”) awards previously granted to Mr. Webster that may vest and be released to him on or before January 31, 2025 upon satisfaction of the applicable service-based vesting conditions and (2) up to 14,373 shares subject to performance-based restricted stock unit (“PSU”) awards previously granted to Mr. Webster that may vest and be released to him on or before January 31, 2025 upon satisfaction of the applicable performance-based vesting conditions. The actual number of shares that may vest and be released to Mr. Webster pursuant to PSU awards and that will be subject to the Rule 10b5-1 trading arrangement upon satisfaction of the applicable performance conditions is not yet determinable.

(2)

This Rule 10b5-1 trading arrangement includes shares to be sold to satisfy tax withholding obligations arising from the vesting of 50,000 RSUs previously granted to Mr. Di Leo that may vest and be released to him on or before March 31, 2025 upon satisfaction of the applicable service-based vesting conditions. The actual number of shares that will be subject to the Rule 10b5-1 trading arrangement is not yet determinable.

(3)

This Rule 10b5-1 trading arrangement includes (1) shares to be sold to satisfy tax withholding obligations arising from the vesting of 50,000 RSU awards previously granted to Mr. Barney that may vest and be released to him on or before January 31, 2025 upon satisfaction of the applicable service-based vesting conditions, (2) up to 100% of such shares remaining after the satisfaction of such tax withholding obligations and (3) up to 730 owned shares.

(4)

This Rule 10b5-1 trading arrangement includes shares to be sold to satisfy tax withholding obligations arising from the vesting of (1) 59,137 RSU awards previously granted to Mr. Brickley that may vest and be released to him on or before March 31, 2025 upon satisfaction of the applicable service-based vesting conditions and (2) up to 6,903 PSU awards previously granted to Mr. Brickley that may vest and be released to him on or before March 31, 2025 upon satisfaction of the applicable performance-based vesting conditions. The actual number of shares that may vest and be released to Mr. Brickley pursuant to PSU awards upon satisfaction of the applicable performance conditions is not yet determinable. Moreover, the actual number of shares that will be subject to the Rule 10b5-1 trading arrangement is not yet determinable.

(5)

This Rule 10b5-1 trading arrangement includes (1) shares to be sold to satisfy tax withholding obligations arising from the vesting of (a) 6,204 RSU awards previously granted to Mr. Huff that may vest and be released to him on or before March 31, 2025 upon satisfaction of the applicable service-based vesting conditions and (b) up to 3,981 PSU awards previously granted to Mr. Huff that may vest and be released to him on or before March 31, 2025 upon satisfaction of the applicable performance-based vesting conditions and (2) up to 35% of such shares remaining after the satisfaction of such tax withholding obligations. The actual number of shares that may vest and be released to Mr. Huff pursuant to PSU awards upon satisfaction of the applicable performance conditions is not yet determinable. Moreover, the actual number of shares that will be subject to the Rule 10b5-1 trading arrangement is not yet determinable.

Amendments to Bylaws

On November 7, 2023, our Board approved amendments to our Second Amended and Restated Bylaws (the “Bylaws”), which became effective the same day. Among other things, the amendments:

•

update the advance notice provisions that apply where a stockholder intends to propose a director nomination or other business at a stockholder meeting, including to address newly adopted Rule 14a-19 of the Exchange Act (“Rule 14a-19”), by requiring:

•

any stockholder submitting a nomination notice to make a representation as to whether such stockholder intends to solicit proxies in support of director nominees other than our nominees in accordance with Rule 14a-19 and to provide reasonable evidence that certain requirements of such rule have been satisfied;

•

the nomination of each proposed director nominee other than our nominees be disregarded (notwithstanding that the nominee is included as a nominee in our proxy statement, notice of meeting or other proxy materials for any stockholder meeting (or any supplement thereto) and notwithstanding that proxies or votes in respect of the election of such proposed nominees may have been received by us (which proxies and votes shall be disregarded)) if, after a stockholder provides notice pursuant to Rule 14a-19, such stockholder subsequently fails to comply with the requirements of Rule 14a-19 or fails to timely provide reasonable evidence that certain requirements of such rule have been satisfied;

•

that the number of nominees a stockholder may nominate for election at a stockholder meeting may not exceed the number of directors to be elected at such meeting;

•

certain representations with respect to a proposed nominee regarding the absence of certain voting commitments, disclosure of compensation for service and compliance with our corporate governance and other policies, and intent to serve the entire term;

•

additional background information and disclosures regarding proposing stockholders, proposed nominees and business, and other persons related to a stockholder’s solicitation of proxies; and

•

that whenever a document or information must be delivered to us under the advance notice provisions such document or information must be in writing exclusively and must be delivered exclusively by hand, or by certified or registered mail, return receipt requested.

•

require that any stockholder directly or indirectly soliciting proxies from other stockholders must use a proxy card color other than white, with the white proxy card being reserved for exclusive use by our Board; and

•

make certain other technical, modernizing and clarifying changes.

The foregoing description is a summary and is qualified in its entirety by reference to the full text of the Bylaws, a copy of which is attached as Exhibit 3.2 hereto and is incorporated by reference herein.

Item 6. Exhibits.

Incorporated by Reference

Exhibit

No.

Exhibit Description

Filed

Herewith

Form

File No.

Exhibit

Filing Date

3.1

Sixth Amended and Restated Certificate of Incorporation of Everbridge, Inc.

10-Q

001-37874

3.1

8/9/21

3.2

Third Amended and Restated Bylaws of Everbridge, Inc.

31.1

Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2

Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1*

Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2*

Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS

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101.SCH

Inline XBRL Taxonomy Extension Schema Document

101.CAL

Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF

Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB

Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE

Inline XBRL Taxonomy Extension Presentation Linkbase Document

104

Cover Page Interactive Data File - the cover page interactive data is embedded within the Inline XBRL document or included within the Exhibit 101 attachments.

* This certification is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.

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 thereunto duly authorized.


	Everbridge, Inc.

Date: November 9, 2023	By:	/s/ David J. Wagner
		David J. Wagner
		Chief Executive Officer

Date: November 9, 2023	By:	/s/ Patrick Brickley
		Patrick Brickley
		Executive Vice President and Chief Financial Officer