SEC Comment Letter 0000000000-23-004336 to EVERBRIDGE, INC. (CIK 0001437352)
EVERBRIDGE, INC. (CIK 0001437352)
Date: April 27, 2023 · CIK: 0001437352 · Accession: 0000000000-23-004336
AI Filing Summary & Sentiment
File numbers found in text: 001-37874
Letter
United States securities and exchange commission logo April 27, 2023 Patrick Brickley Chief Financial Officer Everbridge, Inc. 25 Corporate Drive, Suite 400 Burlington, MA 01803 Re:Everbridge, Inc. Form 10-K for the Fiscal Year Ended December 31, 2022 Filed February 24, 2023 File No. 001-37874 Dear Patrick Brickley: We have reviewed your filing and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to these comments within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe our comments apply to your facts and circumstances, please tell us why in your response. After reviewing your response to these comments, we may have additional comments. Form 10-K for the Fiscal Year Ended December 31, 2022 Additional Supplemental Non-GAAP Financial Measures, page 75 1.We note your Additional Supplemental Non-GAAP Financial Measures, specifically the reconciliation table of your GAAP to non-GAAP financial measures for the years ended December 31, 2022 through 2020. The reconciliation table appears to include most of the major captions of the consolidated statements of operations, which gives undue prominence to your Non-GAAP financial measures. Please revise your presentation to comply with Question 102.10(c) of the Compliance and Disclosure Interpretations on Non-GAAP Financial Measures. This comment also applies to the Reconciliation of GAAP measures to non-GAAP measures presented in the earnings release furnished with your Item 2.02 Form 8-K filed on February 22, 2023. 2.We also note you disclose Non-GAAP gross margin, a non-GAAP financial measure, without its most directly comparable GAAP financial measure, which is a GAAP gross profit margin. Please revise to disclose the most directly comparable GAAP financial
FirstName LastNamePatrick Brickley Comapany NameEverbridge, Inc. April 27, 2023 Page 2 FirstName LastName Patrick Brickley Everbridge, Inc. April 27, 2023 Page 2 measure with equal or greater prominence. This comment also applies to the Non-GAAP gross margin presented in the earnings release furnished with your Item 2.02 Form 8-K filed on February 22, 2023. Refer to Question 102.10(a) of the Compliance and Disclosure Interpretations on Non-GAAP Financial Measures and Item 10(e)(1)(i)(A) of Regulation S-K. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. You may contact Joseph Cascarano, Senior Staff Accountant, at (202) 551-3376 or Robert S. Littlepage, Accountant Branch Chief, at (202) 551-3361 with any questions. Sincerely, Division of Corporation Finance Office of Technology
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United States securities and exchange commission logo
April 27, 2023
Patrick Brickley
Chief Financial Officer
Everbridge, Inc.
25 Corporate Drive, Suite 400
Burlington, MA 01803
Re:Everbridge, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2022
Filed February 24, 2023
File No. 001-37874
Dear Patrick Brickley:
We have reviewed your filing and have the following comments. In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
After reviewing your response to these comments, we may have additional comments.
Form 10-K for the Fiscal Year Ended December 31, 2022
Additional Supplemental Non-GAAP Financial Measures, page 75
1.We note your Additional Supplemental Non-GAAP Financial Measures, specifically the
reconciliation table of your GAAP to non-GAAP financial measures for the years ended
December 31, 2022 through 2020. The reconciliation table appears to include most of the
major captions of the consolidated statements of operations, which gives undue
prominence to your Non-GAAP financial measures. Please revise your presentation to
comply with Question 102.10(c) of the Compliance and Disclosure Interpretations on
Non-GAAP Financial Measures. This comment also applies to the Reconciliation of
GAAP measures to non-GAAP measures presented in the earnings release furnished with
your Item 2.02 Form 8-K filed on February 22, 2023.
2.We also note you disclose Non-GAAP gross margin, a non-GAAP financial measure,
without its most directly comparable GAAP financial measure, which is a GAAP gross
profit margin. Please revise to disclose the most directly comparable GAAP financial
FirstName LastNamePatrick Brickley
Comapany NameEverbridge, Inc.
April 27, 2023 Page 2
FirstName LastName
Patrick Brickley
Everbridge, Inc.
April 27, 2023
Page 2
measure with equal or greater prominence. This comment also applies to the Non-GAAP
gross margin presented in the earnings release furnished with your Item 2.02 Form 8-K
filed on February 22, 2023. Refer to Question 102.10(a) of the Compliance and Disclosure
Interpretations on Non-GAAP Financial Measures and Item 10(e)(1)(i)(A) of Regulation
S-K.
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
You may contact Joseph Cascarano, Senior Staff Accountant, at (202) 551-3376 or
Robert S. Littlepage, Accountant Branch Chief, at (202) 551-3361 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology