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08216417







EVERBRIDGE HOLDINGS LIMITED

DIRECTORS' REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED
31 DECEMBER 2023

































EVERBRIDGE HOLDINGS LIMITED
 
COMPANY INFORMATION


Directors
G Kellaway 
E Mark (resigned 15 February 2023)
P Brickley (appointed 15 February 2023, resigned 4 March 2024)
D Rockvam (appointed 4 March 2024)




Company secretary
G Kellaway



Registered number
08216417



Registered office
17 Grosvenor Street
Mayfair

London

W1K 4QG




Independent auditors
CLA Evelyn Partners Limited

Brockbourne House

77 Mount Ephraim

Tunbridge Wells

Kent

TN4 8BS





EVERBRIDGE HOLDINGS LIMITED

CONTENTS



Page
Strategic Report
 
 
1 - 4
Directors' Report
 
 
5 - 6
Independent Auditors' Report
 
 
7 - 10
Statement of Comprehensive Income
 
 
11
Balance Sheet
 
 
12
Statement of Changes in Equity
 
 
13
Notes to the Financial Statements
 
 
14 - 21


EVERBRIDGE HOLDINGS LIMITED
 
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023

Introduction
 
The directors present the Strategic Report for the year ended 31 December 2023.

Business review
 
The Company is part of the group owned by Everbridge Inc., a company incorporated in the United States of America. The results of the group are included in the consolidated financial statements of Everbridge Inc. which are available from 25 Corporate Drive, 4th Floor, Burlington, MA 01803. 
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. Boston Consulting Group defines resilience as ‘a company’s capacity to absorb stress, recover critical functionality, and thrive in altered circumstances.' 
During public safety threats including severe weather conditions, active shooter situations, terrorist attacks or a pandemic, as well as critical business events such as Information Technology outages, cyber-attacks, product recalls or supply-chain interruptions, over 6,500 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. Everbridge’s 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. Everbridge applications leverage our 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.
The group customer base has grown from 867 customers at the end of 2011 to more than 6,500 customers as of December 31, 2022. As of December 31, 2022, our customers were based in over 82 countries and included the majority of Fortune 50 businesses, and many of the largest cities, airports, health systems, manufacturers, and universities around the world. We provide our applications to customers of varying sizes, including enterprises, small businesses, non-profit organizations, educational institutions and governmental agencies. The group customer base 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.
 
Page 1

EVERBRIDGE HOLDINGS LIMITED

STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023


The Company derives most of our revenue from subscriptions to our critical communications applications. Subscription services revenue represented 89% of our total revenue in each of 2022, 2021 and 2020. We derived 35% of our revenue in 2022 from sales of our Mass Notification application. 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.
Everbridge Holdings Limited continues to actively seek further opportunities to widen its global coverage through additional acquisitions in EMEA and Asia Pacific along with seeking opportunities to integrate the acquired entities within the group structure to achieve efficiencies and streamline internal processes. 

Principal risks and uncertainties
 
The management of the business and the execution of the Group's strategy are subject to a number of risks. These include global trading conditions, technological advancement, credit and currency risk. Further risks that the group face are as follows: 
 
Brexit - The directors are continually monitoring post-Brexit trading and due to the mainland Europe presence that the Group holds, they do not consider there to be any long term adverse effects to business. 
 
Economic downturn - Management acknowledges the importance of maintaining close relationships with its key customers in order to be able to identify the early signs of potential financial difficulties. Sales trends in the Group's major markets are constantly reviewed to enable early action to be taken in the event of sales declining. 
 
COVID-19 - The directors continue to monitor the effects of the COVID-19 pandemic and continues to follow government guidelines on the matter. The Group continues to monitor any potential further risk and or any impact to employees in the longer term. 
 
Competitor pressure - The market in which the Group operates is considered to be relatively competitive, and therefore competitor pressure could result in losing sales to key competitors. The Group manages this risk by providing quality technical solutions and maintaining strong relationships with its key customers. 
 
Reliance on key suppliers - The Group's purchasing activities could expose it to over reliance on certain suppliers and inflationary pricing pressure. The Group manages this risk by ensuring there is enough breadth in its supplier base and by constantly seeking to find potential alternative suppliers that may be used, if necessary. 
 
Loss of key personnel - This would present significant operational difficulties for the Group. Management seek to ensure that key personnel are appropriately remunerated to ensure that good performance is recognised.
 
Liquidity risk - The directors are aware that cash flow is the group's biggest risk to its ability to continue as a going concern. The Group addresses cash flow by carefully managing its working capital inflows and outflows and works closely with the finance providers to manage these risks, along with obtaining financial support from the Company's parent undertaking Everbridge Inc. 
 
Currency risk - The Group's principal foreign currency exposure arises from trading with overseas companies. Group policy allows, but does not demand, that these exposures may be hedged in order to fix the cost in sterling. 
 
Page 2

EVERBRIDGE HOLDINGS LIMITED

STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023

Credit risk - Credit risk arises from transactions with third party customers. The Group has policies which require appropriate credit checks on potential customers and regularly reviews the utilisation of individual customer credit limits. 

Financial key performance indicators
 
The main KPI would be the carrying value of the investments which is £53,271,335 (2022 - £115,430,066). The movement above relates to impairments recognised in the year. There have been no additional acquisitions or disposals in the year, however the trade and assets of CNL Software Limited were hived across to Everbridge Europe Limited on 31 January 2023 and as such the investment in CNL Software Limited is now considered to be fully impaired. 

Directors' statement of compliance with duty to promote the success of the Company
 
This section forms our Section 172 disclosure, describing how, the Directors considered the matters set out in section 172(1)(a) to (f) of the Companies Act 2006. The Directors also took into account the views and interests of a wider set of stakeholders, including regulators.
The Directors have acted in a way that they considered, in good faith, to be most likely to promote the success of the Company and its group for the benefit of its stakeholders, and in doing so had regard, amongst other matters, to: 
 
the likely consequences of any decision in the long term; 
 
the need to foster business relationships with suppliers, customers and others; 
 
the impact of the Group's operations on the community and the environment; 
 
the desirability of the Group maintaining a reputation for high standards of business conduct; and 
 
the need to act fairly as between members of the Company. 
 
The Board of directors has identified the following key stakeholders to be considered in their decisions during the year: 
Shareholders
The Company's ultimate parent corporation was Everbridge, Inc. based in Burlington, Massachusetts and formerly listed on the NASDAQ prior to the acquisition by Thoma Bravo in July 2024. The Board works closely with the board of Everbridge, Inc. in meeting the goals of the group as a whole, along with those of the company and its group. 
Employees 
The Company does not have any employees, but the subsidiary boards encourage employee engagement through forums at site and internationally, surveys, briefings and grant awards to employees to drive staff decisions directly impacting the working environment. Employee safety has been and remains of paramount importance in ensuring appropriate measures have been put into place as a result of the COVID-19 pandemic.
 
Suppliers 
Suppliers are a critical link in the overall supply chain for the Company's subsidiaries, providing a source of value, consistency of quality and service and opportunity for innovation to meet the Group's business needs. Each subsidiary is using regular reviews for two-way engagement for performance improvement or development of the Group's products. 
 
Page 3

EVERBRIDGE HOLDINGS LIMITED

STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023

Customers 
Engagement with customers drives alignment with their values, strategies and priorities and strategic partnerships to help ensure business sustainability and growth. Each subsidiary has regular communication and review meetings to agree short, medium and long term goals to develop relationships and ensure continuous improvement. 
Regulatory bodies - Government 
The Group's products are playing a major role in the government's regulatory bodies' intentions for business resilience and perseverance in their day-to-day operations as well - with this the Group makes sure to be up to date with the latest data security and anti-fraud policies to make sure data management regarding all the Group's products is impeccable. 
With this the Company and its subsidiaries ensure to enhance business knowledge and compliance. The subsidiaries of the Company are also working closely together with the government of certain countries to ensure compliance with R&D activity policies as the Company received contributions from those countries to help maintain and improve our valuable R&D processes.
Community 
To be engaged in the community is recognised as important both by employees and the board members. Employees of the group are granted additional day-offs for community work or any kind of charitable activity based on their preferences.
Principal risks and uncertainties 
As a holding company, the Company's only source of income would be dividends from its subsidiaries. The main risk and uncertainty is therefore the ability of the Company's subsidiaries to pay dividends. Risks arise for the subsidiaries at an operational level for the protection of the employees. With the case numbers rising, the subsidiaries needed to maintain contingency plans to ensure the operation with people becoming unable to work for several weeks. Also, maintaining a fully remote working environment has been essential for a variety of departments from sales through product development and implementation to finance / legal / marketing and last but not least the decision making processes of the board. 


This report was approved by the board and signed on its behalf.



G Kellaway
Director

Date: 29 August 2024

Page 4

EVERBRIDGE HOLDINGS LIMITED
 
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023

The directors present their report and the financial statements for the year ended 31 December 2023.

Directors' responsibilities statement

The directors are responsible for preparing the Strategic Report, the Directors' Report and the financial statements in accordance with applicable law and regulations.
 
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period.

 In preparing these financial statements, the directors are required to:


select suitable accounting policies for the Company's financial statements and then apply them consistently;

make judgements and accounting estimates that are reasonable and prudent;

state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;

prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and to enable them to ensure that the financial statements comply with the Companies Act 2006They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Results and dividends

The loss for the year, after taxation, amounted to £63,814,978 (2022 -loss £31,925,154).

The Company did not declare or a pay a dividend in the year (2022 - None)

Directors

The directors who served during the year were:

G Kellaway 
E Mark (resigned 15 February 2023)
P Brickley (appointed 15 February 2023, resigned 4 March 2024)

Future developments

The Company is expected to continue as a holding company for the foreseeable future.

Greenhouse gas emissions, energy consumption and energy efficiency action

The Company has not disclosed information in respect of greenhouse gas emissions, energy consumption and energy efficiency action as its energy consumption in the United Kingdom for the year is 40,000kWh or lower.

Page 5

EVERBRIDGE HOLDINGS LIMITED
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
 
Disclosure of information to auditors

Each of the persons who are directors at the time when this Directors' Report is approved has confirmed that:
 
so far as the director is aware, there is no relevant audit information of which the Company's auditors are unaware, and

the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company's auditors are aware of that information.

Post balance sheet events

In February 2024, the ultimate parent company, Everbridge Inc. announced it would be taken private in an all-cash purchase by Thoma Bravo, LP. The acquisition was finalised on 02 July 2024.
In April 2022, certain former shareholders of Anvil 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. shares, which formed part of the consideration payable for the shares in Anvil. This case was settled on 31 January 2024 for the sum of $25m and the liability was subsequently paid in full by Everbridge, Inc. As such, no provision has been included for the settlement claim in these financial statements and the directors consider the matter closed.

This report was approved by the board and signed on its behalf.
 





G Kellaway
Director

Date: 29 August 2024

Page 6

EVERBRIDGE HOLDINGS LIMITED
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF EVERBRIDGE HOLDINGS LIMITED

Opinion


We have audited the financial statements of Everbridge Holdings Limited (the 'Company') for the year ended 31 December 2023, which comprise the Statement of Comprehensive Income, the Balance Sheet, the Statement of Changes in Equity and the related notes, including a summary of significant accounting policiesThe financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).


In our opinion the financial statements:


give a true and fair view of the state of the Company's affairs as at 31 December 2023 and of its loss for the year then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.


Basis for opinion


We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.


Conclusions relating to going concern


In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.


Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.


Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.


Page 7

EVERBRIDGE HOLDINGS LIMITED
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF EVERBRIDGE HOLDINGS LIMITED (CONTINUED)

Other information


The other information comprises the information included in the Annual Report other than the financial statements and  our Auditors' Report thereon.  The directors are responsible for the other information contained within the Annual Report.  Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated.  If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves.  If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.


We have nothing to report in this regard.


Opinion on other matters prescribed by the Companies Act 2006
 

In our opinion, based on the work undertaken in the course of the audit:


the information given in the Strategic Report and the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.


Matters on which we are required to report by exception
 

In the light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Directors' Report.


We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:


adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
the financial statements are not in agreement with the accounting records and returns; or
certain disclosures of directors' remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.


Responsibilities of directors
 

As explained more fully in the Directors' Responsibilities Statement set out on page 5, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.


In preparing the financial statements, the directors are responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so.


Page 8

EVERBRIDGE HOLDINGS LIMITED
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF EVERBRIDGE HOLDINGS LIMITED (CONTINUED)

Auditors' responsibilities for the audit of the financial statements
 

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditors' Report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.


Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

We obtained a general understanding of the Company’s legal and regulatory framework through enquiry of management concerning their understanding of relevant laws and regulations, the entity’s policies and procedures regarding compliance, and how they identify, evaluate and account for litigation claims. We also drew on our existing understanding of the Company’s industry and regulation. 
We understand that the Company complies with the framework through: 
 
Outsourcing accounting services, accounts preparation and tax compliance to external experts.
Subscribing to relevant updates from external experts, and making changes to internal procedures and controls as necessary. 
 
In the context of the audit, we considered those laws and regulations which determine the form and content of the financial statements, which are central to the Company’s ability to conduct its business, and/or where there is a risk that failure to comply could result in material penalties. We identified the following laws and regulations as being of significance in the context of the Company: 
 
The Companies Act 2006 and FRS 102 in respect of the preparation and presentation of the financial statements.
UK taxation law.
 
The senior statutory auditor led a discussion with senior members of the engagement team regarding the susceptibility of the Company’s financial statements to material misstatement, including how fraud might occur. The areas identified in this discussion were: 
 
Valuation of the investments in subsidiary companies as this is an estimate made by management.
 
The procedures we carried out to gain evidence in the above areas included:
 
Challenging management regarding the assumptions used in the estimates identified above, calculating our own estimates and carrying out sensitivity analysis as appropriate.


A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditors' Report.


Page 9

EVERBRIDGE HOLDINGS LIMITED
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF EVERBRIDGE HOLDINGS LIMITED (CONTINUED)

Use of our report
 

This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an Auditors' Report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed.





Jeff Fletcher BA (Hons) FCCA (Senior Statutory Auditor)
  
for and on behalf of
CLA Evelyn Partners Limited
 
Statutory Auditors
  
Brockbourne House
77 Mount Ephraim
Tunbridge Wells
Kent
TN4 8BS

Date: 4 September 2024
Page 10

EVERBRIDGE HOLDINGS LIMITED
 
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2023

2023
2022
Note
£
£

  

Administrative expenses
  
(831,706)
-

Other operating income
 4 
-
5,390,696

Operating (loss)/profit
  
(831,706)
5,390,696

Amounts written off investments
 5 
(62,983,272)
(37,315,850)

Loss before tax
  
(63,814,978)
(31,925,154)

Tax on loss
  
-
-

Loss for the financial year
  
(63,814,978)
(31,925,154)

There were no recognised gains and losses for 2023 or 2022 other than those included in the statement of comprehensive income.

There was no other comprehensive income for 2023 (2022:£NIL).

The notes on pages 14 to 21 form part of these financial statements.

Page 11

EVERBRIDGE HOLDINGS LIMITED
REGISTERED NUMBER:08216417

BALANCE SHEET
AS AT 31 DECEMBER 2023

2023
2022
Note
£
£

Fixed assets
  

Investments
 10 
53,271,335
115,430,066

  

Creditors: amounts falling due within one year
 11 
(5,507,194)
(4,675,488)

Net current liabilities
  
 
 
(5,507,194)
 
 
(4,675,488)

Total assets less current liabilities
  
47,764,141
110,754,578

  

Net assets
  
47,764,141
110,754,578


Capital and reserves
  

Called up share capital 
 12 
1,000
1,000

Other reserves
 13 
228,672,754
227,848,213

Profit and loss account
 13 
(180,909,613)
(117,094,635)

  
47,764,141
110,754,578


The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 




G Kellaway
Director

Date: 29 August 2024

The notes on pages 14 to 21 form part of these financial statements.

Page 12

EVERBRIDGE HOLDINGS LIMITED

STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023


Called up share capital
Other reserves
Profit and loss account
Total equity

£
£
£
£


At 1 January 2022
1,000
227,848,213
(85,169,481)
142,679,732



Loss for the year
-
-
(31,925,154)
(31,925,154)



At 1 January 2023
1,000
227,848,213
(117,094,635)
110,754,578



Loss for the year
-
-
(63,814,978)
(63,814,978)

Capital contributions from parent company
-
824,541
-
824,541


At 31 December 2023
1,000
228,672,754
(180,909,613)
47,764,141


The notes on pages 14 to 21 form part of these financial statements.

Page 13

EVERBRIDGE HOLDINGS LIMITED
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

1.


General information

Everbridge Holdings Limited is a private company limited by shares incorporated in England and Wales. The registered office and principal place of business is 17 Grosvenor Street, Mayfair, London, United Kingdom, W1K 4QG.

2.Accounting policies

 
2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.
Monetary amounts in these financial statements are stated in pounds sterling and are rounded to the nearest whole £1, except where otherwise stated.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the Company's accounting policies (see note 3).

The following principal accounting policies have been applied:

 
2.2

Financial Reporting Standard 102 - reduced disclosure exemptions

The Company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":
the requirements of Section 7 Statement of Cash Flows;
the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d);
the requirements of Section 11 Financial Instruments paragraphs 11.42, 11.44 to 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);
the requirements of Section 12 Other Financial Instruments paragraphs 12.26 to 12.27, 12.29(a), 12.29(b) and 12.29A;
the requirements of Section 33 Related Party Disclosures paragraph 33.7.

The Company has taken advantage of the exemption under section 401 of the Companies Act 2006 not to prepare consolidated accounts. The financial statements present information about the Company as an individual entity and not about its group.
This information is included in the consolidated financial statements of Everbridge, Inc. as at 31 December 2023 and these financial statements may be obtained from 25 Corporate Drive, 4th Floor, Burlington, MA 01803.

Page 14

EVERBRIDGE HOLDINGS LIMITED
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.3

Going concern

As at 31 December 2023, the Company had net current liabilities of £5,507,194 (2022: £4,675,488) and is reliant on the support of the wider group and parent company, Everbridge Inc. Everbridge, Inc. has undertaken to continue to provide support to Everbridge Holdings Limited to enable the Company to continue to operate as a holding company and to meet its liabilities as and when they fall due for at least the 12 months following the approval of the financial statements.
The directors have a reasonable expectation that Everbridge, Inc. has the adequate resources and liquidity to continue in operational existence and to offer this support and hence have prepared the financial statements of Everbridge Holdings Limited on a going concern basis.

 
2.4

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.
A subsidiary is an entity controlled by the Company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.
Impairment charges are recognised as amounts written off investments and the reversal of impairment charges are recognised as other income within the Statement of Comprehensive Income.

 
2.5

Creditors

Short-term creditors are measured at the transaction price. Other financial liabilities are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

 
2.6

Financial instruments

The Company only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in ordinary shares.

For financial assets measured at cost less impairment, the impairment loss is measured as the difference between an asset's carrying amount and best estimate of the recoverable amount, which is an approximation of the amount that the Company would receive for the asset if it were to be sold at the balance sheet date.

Page 15

EVERBRIDGE HOLDINGS LIMITED
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

3.


Judgements in applying accounting policies and key sources of estimation uncertainty

In the application of the Company's accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.
The following judgements and estimates have had the most significant effect on amounts recognised in the financial statements:
Fixed asset investments
Fixed asset investments are measured at cost less provision for impairment. When assessing the investments for impairment, management apply judgement in determining whether there have been any indications of impairment and a reliable basis to determine the recoverable amount of the investment which involves estimates of future cash flows and events.


4.


Other operating income

2023
2022
£
£

Reversal of impairment of fixed asset investments
-
5,390,696

-
5,390,696


During the prior year, management identified a reversal of a previously impaired investment in a subsidiary in respect of its improved trading performance.


5.


Amounts written off investments

2023
2022
£
£


Impairment charge
62,983,272
37,315,850

During the year, management identified an impairment in respect of the investments in subsidiaries. The impairment charge was recognised as a charge to profit or loss.

Page 16

EVERBRIDGE HOLDINGS LIMITED
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

6.


Auditors' remuneration

During the year, the Company obtained the following services from the Company's auditors:


2023
2022
£
£

Fees payable to the Company's auditors in respect of:

The audit of the Company's financial statements
12,500
12,000

All other non-audit services
-
-

The audit fees stated above are borne by the subsidiary company, Everbridge Europe Limited.


7.


Employees




The average monthly number of employees, including the directors, during the year was as follows:


        2023
        2022
            No.
            No.







Directors
2
2


8.


Directors' remuneration

2023
2022
£
£
Remuneration

153,105

178,974
 
Contributions to defined contribution pension scheme

6,044

5,321
 
159,149

184,295
 

During the year 1 (2022: 1) director was remunerated for qualifying services to the Company along with other group undertakings by the subsidiary company, Everbridge Europe Limited and it is not possible to separately identify the amount which related specifically to the Company in both the current and prior year. The total cost of the director's remuneration, including any share options, are bourne by Everbridge Europe Limited.
During the year, retirement benefits were accruing to 1 director (2022 - 1) in respect of defined contribution pension schemes.
The number of directors who exercised share options during the year was 1 (2022 - 1).
The number of directors who received shares (Restricted Stock and Performance-Based Restricted Stock units) for qualifying services during the year was 1 (2022 - 1).

Page 17

EVERBRIDGE HOLDINGS LIMITED
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

9.


Taxation

There is no corporation tax liability arising from the results in the year (2022: no liability).




Factors affecting tax charge for the year

The tax assessed for the year is higher than (2022 -higher than) the standard rate of corporation tax in the UK of 23.5% (2022 -19%). The differences are explained below:

2023
2022
£
£


Loss on ordinary activities before tax
(63,814,978)
(31,925,154)


Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 23.5% (2022 -19%)
(14,996,520)
(6,065,779)

Effects of:


Non-tax deductible impairment of investments
14,801,069
6,065,779

Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
195,451
-

Total tax charge for the year
-
-


10.


Fixed asset investments





Investments in subsidiary companies

£



Cost


At 1 January 2023
235,182,235


Additions
824,541



At 31 December 2023

236,006,776



Impairment


At 1 January 2023
119,752,169


Charge for the period
62,983,272



At 31 December 2023

182,735,441



Net book value



At 31 December 2023
53,271,335



At 31 December 2022
115,430,066

Page 18

EVERBRIDGE HOLDINGS LIMITED
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

Subsidiary undertakings


The following were subsidiary undertakings of the Company:

Name

Registered office

Class of shares

Holding

Everbridge Europe Limited
1
Ordinary
100% - Direct
Svensk Krisledning AB
2
Ordinary
100% - Direct
Everbridge Norway AS (Formerly Unified Messaging Systems ASA)
3
Ordinary
100% - Direct
Unified Messaging Systems & Services Pvt. Ltd
4
Ordinary
99.8% - Indirect
Unified Messaging Systems Limited
1
Ordinary
100% - Indirect
Everbridge France SAS (Formerly UMS France SAS)
5
Ordinary
100% - Direct
Unified Messaging Systems Sverige AB
6
Ordinary
  100% - Indirect
Unified Messaging Systems Americas LLC
7
Ordinary
50% - Indirect
Everbridge Denmark ApS
8
Ordinary
100% - Indirect
Everbridge Finland OY
9
Ordinary
  100% - Indirect
UMS AB (formerly Heartrunner Sweden AB)
6
Ordinary
100% - Indirect
Previstar, Inc.
10
Ordinary
100% - Indirect
Previstar Pvt. Ltd
11
Ordinary
99.9% - Indirect
Everbridge Holdings Netherlands B.V. (formerly Respond Beheer B.V.)
12
Ordinary
100% - Direct
Respond services B.V.
12
Ordinary
100% - Indirect
Respond Engineering B.V.
12
Ordinary
100% - Indirect
Everbridge Netherlands B.V. (formerly Respond B.V.)
12
Ordinary
100% - Indirect
CNL Software Limited
1
Ordinary
100% - Direct
CNL Software, Inc.
13
Ordinary
100% - Indirect
One2Many Group B.V.
14
Ordinary
100% - Direct
One2Many B.V.
14
Ordinary
100% - Indirect
One2Many Hong Kong Ltd
15
Ordinary
100% - Indirect
One2Many (Company Limited)
16
Ordinary
100% - Indirect
One2Many Solutions Ltd
17
Ordinary
100% - Indirect
Techwan SA
18
Ordinary
100% - Direct
Everbridge Asia Pte Limited
19
Ordinary
100% - Direct
SnapComms Limited
20
Ordinary
100% - Direct
SnapComms UK Limited
1
Ordinary
100% - Indirect
SnapComms Inc
21
Ordinary
100% - Indirect
Everbridge Hungary Kft
22
Ordinary
100% - Direct
The Anvil Group (International) Limited
23
Ordinary
100% - Direct
The Anvil Group Limited
23
Ordinary
100% - Direct
Anvil Worldwide Limited
24
Ordinary
100% - Direct
The Anvil Group Japan LLC
25
Ordinary
100% - Indirect
The Anvil Group LLC
26
Ordinary
100% - Indirect
Flightsafe Consultants Limited
23
Ordinary
100% - Indirect

Page 19

EVERBRIDGE HOLDINGS LIMITED
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
Subsidiary undertakings (continued)

Each subsidiary above was incorporated in the same country as its registered office, as specified below.
1.   17 Grosvenor Street, Mayfair, London, United Kingdom, W1K 4QG
2.   Fagelvalksvagen 18 145 53, Norsburg, Sweden
3.   Innspurten 15, 0663 Oslo, Norway
4.   IndiQube-Alpha, Plot N019/4 & 27 Kadubisanahalli Village, Varthur Hobli, Bangalore, India
5.   270 All Des Lilas, 01150 Saint-Vulbas, France
6.   Sankt Eriksgarten 117, 113 43 Stockholm, Sweden
7.   2719 Hollywood Boulevard, Hollywood, Florida, 33020, United States
8.   Lyskaer 3CD, Lyskaer, 2730, Herlev, Denmark
9.   Fogdevreten 2, 171 65 Solna, Sweden
10. 2331 Mill Road Suite 100 Alexandria, Virgina, 22314, United States
11. Unit 604, Merlin Infinite DN-51, Salt Lake Bypass, DN Block, Sector V, Bidhannagar, Kolkata, India
12. Sportweg 15, 5037 AC Tilburg, Netherlands
13. 129775 Belmont Executive Plz Ste 420, Ashburn, VA 20147-7607, United States
14. Bergpoorstraat 63, 7411 CL Deventer, Netherlands
15. Flat/RM A, F ZI 300, 300 Lockhart Road, Wan Chai, Hong Kong
16. Block 036, Room 1501, 12F, Unit 1, Building 8, Xianoyunli, Chaoyang District, Beijing, China
17. 7th Floor, Shehnaz Tower, 30 Louis Pasteur Street, Port Louis, Mauritius
18. Chemin de Pierregrosse, Rue de Cossonay 194, 1020 Rennes, Switzerland
19. UOB Plaza 1, 80 Raffles Place, Singapore
20. Level 1, 159 Hurstmere Road, Takapuna, Aukland, New Zealand
21. 155 N. Lake Avenue, 9th Floor, Pasadena, CA 91101, United States
22. 1126 Budapest, Kiss Janos Altabornagy utca 7-9.3.em.9, Hungary
23. Vicarage House, 58-60 Kensington Church Street, London, W8 4DB, England
24. Rsm Northern Ireland, Number One, Lanyon Quay, Belfast, BT1 3LG, Northern Ireland
25. Meiko Main Building, 2F 1-18-2 Shinbashi Minato-ku, Tokyo 105-0004, Japan
26. 501 East Kennedy Boulevard, Suite 650, Tampa, Florida 336902, United States


11.


Creditors: Amounts falling due within one year

2023
2022
£
£

Amounts owed to group undertakings
5,507,194
4,675,488



12.


Share capital

2023
2022
£
£
Allotted, called up and fully paid



1,000 (2022 -1,000) Ordinary shares of £1.00 each
1,000
1,000


Page 20

EVERBRIDGE HOLDINGS LIMITED
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

13.


Reserves

Other reserves

Capital contributions made by the ultimate parent company, Everbridge, Inc., in respect of the Company's acquisitions of subsidiaries. These represent both cash payments made by Everbridge, Inc. on behalf of the company and the settlement of liabilities in the form of equity instruments issued by Everbridge, Inc.

Profit and loss account

The cumulative profit and loss, net of distributions to owners.


14.


Related party transactions

The Company has taken advantage of the exemption available to it under FRS102 S33.1A not to disclose transactions entered into between two or more group members where they are part of a wholly owned group.


15.


Post balance sheet events

In February 2024, the ultimate parent company, Everbridge Inc. announced it would be taken private in an all-cash purchase by Thoma Bravo, LP. The acquisition was finalised on 02 July 2024.
In April 2022, certain former shareholders of Anvil 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. shares, which formed part of the consideration payable for the shares in Anvil. This case was settled on 31 January 2024 for the sum of $25m and the liability was subsequently paid in full by Everbridge, Inc. As such, no provision has been included for the settlement claim in these financial statements and the directors consider the matter closed.


16.


Controlling party

The Company is a wholly owned subsidiary of Everbridge, Inc. a company incorporated in the United States of America. The results of the group are included in the consolidated financial statements of Everbridge, Inc. which are available from 25 Corporate Drive, 4th Floor, Burlington, MA01803.
Following the post-year-end acquisition by Thoma Bravo, LP a new ultimate parent company has been put in place, Everbridge Parent, LP and the ultimate controlling party became Thoma Bravo, LP.

 
Page 21