ACCOUNTS - Final Accounts
ACCOUNTS - Final Accounts
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DIRECTORS' REPORT AND FINANCIAL STATEMENTS
FOR THE PERIOD ENDED
31 DECEMBER 2022 
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COMPANY INFORMATION
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CONTENTS
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STRATEGIC REPORT
FOR THE PERIOD ENDED 31 DECEMBER 2022
The Anvil Group (International) Limited is a leading risk management company delivering advanced technology-led business resilience solutions for globally operating organisations. Our mission is to protect our clients’ brand reputation and shareholder value by keeping their people safe and other business assets secure.
The Company is part of a 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.’ The group mission is that of empowering organizations to anticipate, mitigate, respond to, and ultimately emerge stronger from critical events with the industry’s only end-to-end critical event management platform. It delivers reliability, security and compliance, creating measurable business advantage for customers with the objective of keeping people safe and organization running. The Anvil Group (International) Limited complements this offering and is a key member of the Everbridge group.
Our Vision
To be recognized as the vital enabler of global business.
Our Core Values
Anvil Group is a people business. Our corporate values reflect our approach to delivering services and solutions to our clients. This includes a focus, demonstrating an entrepreneurial approach and an appetite for positive change. Our core values are reflected in all our activities across the Group:
Supportive environment: We are supportive of and collaborative with all our colleagues; our highly motivated management team is focused on creating an environment within which our people can thrive. Excellence in people: We recruit, develop and recognise talent throughout the Group, ensuring that we promote an inclusive and diverse environment. Long-term client relationships: We adopt a long-term mindset with our clients, constantly seeking opportunities that are beneficial in the longer term. High-quality work: We deliver professional, high-quality, consistent and compliant work at all times. Group-wide entrepreneurship: We have a willingness and desire to seek out Group-wide business development opportunities and respond to these opportunities with agility and pace. Appetite for change: We are instigators of, and receptive to, positive change.
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STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2022
Our Global Presence
Risk management is a global business and our offices and partner network are strategically located to deliver our services and solutions, wherever they are required. Our head office in the UK serves clients based in Europe and the Middle East and our office in the US serves our clients based in North America. Additionally, in order to support those clients whose operational footprint is truly worldwide, we have developed a robust global network of accredited partners to provide the specialist services required in the realm of health, security and general logistics.
Our proposition to clients spans five areas:
• Risk Management Technology • Threat Monitoring and Risk Intelligence Gathering, Reporting & Analysis • 24/7 International Medical and Security Assistance • Operational Resilience (Corporate Security and Protection Services) • Occupational Health
Our Business Strategy
For our clients:
We provide an extensive range of complementary professional services and technology solutions, backed by world class technical expertise, global presence and 100% focus on mitigating risks. For our people: We offer high-quality, stimulating and exciting work, in a supportive, entrepreneurial environment with competitive, meritocratic rewards, personal recognition and professional development opportunities.
Our Business Model for Continued Growth
We target reliable, sustainable year-on-year underlying earnings growth, while investing for the future in order to achieve a step change in the Group's future earnings.
Our business model is designed to continually develop, enhance and deliver our extensive range of professional services and technologies to clients across all industry sectors. This model is based on a clear growth strategy, delivered through the exceptional capabilities of our people, and underpinned by well-established and efficient organisational mechanisms and processes.
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STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2022
Principal activities and review of the business
The principal activity of the business continues to be the provision of travel risk management and crisis avoidance services incorporating a range of physical, technological, information and medical services to corporations in the United Kingdom and internationally. The Company’s key performance indicators during the year were as follows: 2022 2021 Turnover 14,874,905 7,840,492 Gross Profit 1,836,676 1,409,312 (Loss)/profit for the year (2,643,838) 211,122 Net current assets 3,282,474 4,143,823 Average number of employees 99 97 The directors believe that the company is in a strong position to improve profitability and to increase its global revenue stream related to its core products.
General Risks
Commercial Risks: Risks and uncertainties that are largely within the control of the company include the maintenance of our competitive position to ensure the achievement and collection of sufficient revenue to meet the company’s objectives. The company maintains significant cash reserves both to mitigate against the possibility of periods of reduced working capital and to ensure adequate working capital is available to meet any sudden increase in the level of response work clients may require. Other normal business risks include dependence on the continued availability of key personnel to ensure that our clients receive the level of service they are entitled to expect, and the ability of the company to continue to provide that level of service. The reputation of the company is critical to its continued success and it works hard to develop and protect that reputation by ensuring that it only associates itself with activities that are appropriate for a business in its sector. The group continues to abide by all areas of legislation, which remains a major burden on organizations. Financial Risks: The decision for the UK to leave the EU has resulted in implications for the relative value of sterling, which is our functional and reporting currency. The past two years have seen significant growth in our dollar revenues and costs. The impact of currency movements on our earnings cannot be reliably forecast and remains an area of uncertainty, though the company does seek to reduce uncertainty by entering into hedging arrangements to minimise risk where possible. Maintaining margins whilst containing operating costs is the major risk. New customers are assessed for credit risks and credit limits are applied where necessary. All risks are constantly monitored and appropriate action taken where necessary. Cash flow is monitored daily and professional staff are employed to ensure new legislation is complied with.
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STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2022
Activity during 2020-21 is expected to be improved in 2022 as business travel resumes , and the Group is in a strong position to continue to diversify and take advantage of the increased need for ensuring employee health and safety, and business security in an increasingly unpredictable world.
Key performance indicators for the Company are;
Financial: Turnover, gross margins, operating costs and profitability. Clients: Winning new long-term clients and additional new business, client retention and expansion of existing contracts. Products: Developing new business lines and services, whilst continuously improving existing market offerings. Key Performance Indicators: Internal KPI’s both for the business and individuals who work within the business. Staff: Staff retention, personal development and internal careers paths. All these performance indicators are regularly reported and reviewed by the board of Directors.
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.
This report was approved by the board and signed on its behalf.
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DIRECTORS' REPORT
FOR THE PERIOD ENDED 31 DECEMBER 2022
The directors present their report and the financial statements for the period ended 31 December 2022.
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 2006. They 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.
The loss for the period, after taxation, amounted to £2,643,838 (2021 - profit £211,122).
Dividends paid in the year amounted to £nil (2021: £210,000).
The directors who served during the period were:
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THE ANVIL GROUP (INTERNATIONAL) LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2022
In accordance with disclosure requirements, the table below shows the Company’s greenhouse gas emissions during the financial year:
Tonnes of CO2 equivalent
2022
Emissions from combustion of Gas at premises (Scope 1) 20.23
Emissions from purchased electricity (Scope 2) 34.55 Total gross emissions in metric tonnes CO2e 54.78 The Company's intensity ratio, measured as Tonnes of CO2 equivalent per £1 million of sales, was 3.67. This is the first year that the Company has been required to report on the gas emissions and therefore the comparative information is not available. We have followed the 2019 HM government reporting guidelines. We have also used the GHG Reporting Protocol – Corporate standard and have used the UK Government’s conversion factors for company reporting.
On 1 January 2023, the Company transferred all of its employees to Everbridge Europe Limited, a fellow 100% owned group company, as part of a group reorganisation. The Group reorganisation does not impact the ongoing trade of the Company which is expected to conitnue with the support of the group.
There have been no further significant events affecting the Company since the year end.
This report was approved by the board and signed on its behalf.
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INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF THE ANVIL GROUP (INTERNATIONAL) LIMITED
We have audited the financial statements of The Anvil Group (International) Limited (the 'Company') for the period ended 31 December 2022, 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 policies. The 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).
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.
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.
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THE ANVIL GROUP (INTERNATIONAL) LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF THE ANVIL GROUP (INTERNATIONAL) LIMITED (CONTINUED)
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.
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 period 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.
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.
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THE ANVIL GROUP (INTERNATIONAL) LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF THE ANVIL GROUP (INTERNATIONAL) LIMITED (CONTINUED)
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 an understanding of the legal and regulatory frameworks applicable to the Company and the industry in which it operates, and considered the risk of acts by the Group and Company which were contrary to applicable laws and regulations, including fraud. These included, but were not limited to, compliance with FRS102 (UK GAAP), the Companies Act 2006 and relevant UK taxation laws. We discussed amongst the audit engagement team the identified laws and regulations, and remained alert to any indications of non-compliance. We understood how the Company is complying with those legal and regulatory frameworks by making enquiries of management and those responsible for legal and compliance procedures. We corroborated our enquiries through our review of Board minutes and supporting papers. We assessed the susceptibility of the Company’s financial statements to material misstatement, including how fraud might occur. Audit procedures performed by the engagement team included, but were not limited to:
∙identifying and reviewing the controls in place to prevent and detect fraud;
∙enquiries of management as to whether they have knowledge of any actual, suspected or alleged fraud;
∙discussion amongst the engagement team regarding the risk of fraud, such as opportunities and incentives for fraudulent manipulation of the financial statements;
∙understanding how those charged with governance considered and addressed the potential for override of controls or other inappropriate influence over the financial reporting process;
∙challenging assumptions and judgements made by management in its significant accounting estimates and revenue recognition policy;
∙identifying and testing journal entries, with a focus on manual journals and journals which indicated large or unusual transactions (based on our understanding of the business), and any journal entries posted with unusual dates; and
∙assessing the extent of compliance with the relevant laws and regulations as part of our procedures on the financial statement item.
The primary responsibility for the prevention and detection of irregularities, including fraud, rests with both those charged with governance and management. As with any audit, there remained a higher risk of non-detection of irregularities, as these may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal controls. There are inherent limitations in the audit procedures described above, and the more removed from the financial transactions, the less likely it is that we would become aware of non-compliance with laws and regulations. We are not responsible for prevention of non-compliance and cannot be expected to detect non-compliance with all laws and regulations.
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THE ANVIL GROUP (INTERNATIONAL) LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF THE ANVIL GROUP (INTERNATIONAL) LIMITED (CONTINUED)
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.
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 2006. Our 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.
for and on behalf of
Statutory Auditors
Brockbourne House
77 Mount Ephraim
Kent
TN4 8BS
Date:
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STATEMENT OF COMPREHENSIVE INCOME
FOR THE PERIOD ENDED 31 DECEMBER 2022
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BALANCE SHEET
AS AT 31 DECEMBER 2022
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 14 to 32 form part of these financial statements.
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STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 DECEMBER 2022
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2022
The Anvil Group (International) Limited (the Company) is a company limited by shares which is domiciled and incorporated in England and Wales.
The address of its registered office is 17 Grosvenor Street, Mayfair, London, W1K 4QG. The principal place of business of the Company is Signal House, Grange Road, Christchurch, BH23 4JE. The principal activity of the Company is security risk management.
2.Accounting policies
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.
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 Company has extended its accounting period and presents its results for the 18-month period ended 31 December 2022; the comparative amounts presented in the financial statements are for the year ended 30 June 2021 and therefore not entirely comparable.
The following principal accounting policies have been applied:
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 26 Share-based Payment paragraphs 26.18(b), 26.19 to 26.21 and 26.23;
∙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 2022 and these financial statements may be obtained from 25 Corporate Drive, 4th Floor, Burlington, MA 01803.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2022
2.Accounting policies (continued)
In the 18-month period to 31 December 2022, the Company made a loss of £2,643,838 (year to 30 June 2021 made a profit of £211,122) which includes exceptional expenses totalling £823,871 (2022: £nil). Excluding the exceptional items, the Company's result would remain a loss for the period totalling £1,819,967.
As at 31 December 2022, the Company had total net current assets of £3,282,474 and net assets of £3,655,029. The Company has prepared a cash flow forecast for the period to 31 March 2024, being the going concern review period assessed by the directors, which shows the Company will have sufficient resources to settle their liabilities as they fall due. The directors have made enquiries of its ultimate parent and are comfortable it has sufficient resources to provide the necessary support to the Company if the need would arise. The directors consider the going concern basis of preparation to be appropriate. Revenue from medical cases is recognised as accrued income while all cost invoices are obtained. Once the case is complete, revenue is accounted for once the sales invoice is raised. Revenue from PPE sale is recognised once the goods are dispatched to the customer. Revenues arising from ancillary sales are recognised once the service has been delivered to the customer.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2022
2.Accounting policies (continued)
At each reporting date the company assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount.
The Company adds to the carrying amount of an item of fixed assets the cost of replacing part of such an item when that cost is incurred, if the replacement part is expected to provide incremental future benefits to the Company. The carrying amount of the replaced part is derecognised. Repairs and maintenance are charged to profit or loss during the period in which they are incurred.
Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.
Depreciation is provided on the following basis:
The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.
Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2022
2.Accounting policies (continued)
Functional and presentation currency
Transactions and balances
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2022
2.Accounting policies (continued)
When the terms and conditions of equity-settled share-based payments at the time they were granted are subsequently modified, the fair value of the share-based payment under the original terms and conditions and under the modified terms and conditions are both determined at the date of the modification. Any excess of the modified fair value over the original fair value is recognised over the remaining vesting period in addition to the grant date fair value of the original share-based payment. The share-based payment expense is not adjusted if the modified fair value is less than the original fair value. Cancellations or settlements (including those resulting from employee redundancies) are treated as an acceleration of vesting and the amount that would have been recognised over the remaining vesting period is recognised immediately. Shares withheld to meet employees' tax liabilities (resulting in a net share settlement of stock award) are accounted for as cash settled share-based payments.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2022
2.Accounting policies (continued)
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2022
Deferred income: One key area of judgement and estimation is considered to be the measurement and recognition of deferred income. The Company has control and review procedures in place to ensure that estimates are made consistently and on an appropriate basis, in accordance with contractual terms.
The whole of the turnover is attributable to the Group's principal activity, operational and travel risk management.
Analysis of turnover by country of destination:
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2022
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2022
Page 22
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2022
9.Taxation (continued)
The main rate of corporation tax in the UK is due to rise to 25% with effect from April 2021.
As at 31 December 2022, the Company has tax losses available of £7,051,817 (2021 - £Nil). No deferred tax asset in relation to accelerated capital allowance, losses, share options and other timing differences has been provided due to uncertainty over recoverability. Had these been provided for the net deferred tax asset, calculated at 25% would have been £1,725,778 (2021: £578 liability), being £37,229 (2021: £5,307) liability in respect of accelerated capital allowances, £1,762,954 (2021: £nil) asset in respect of losses and £53 (2021: £4,729) asset in respect of other timing differences.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2022
Page 24
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2022
Page 25
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2022
Page 26
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2022
Page 27
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2022
Page 28
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2022
Other reserves
Profit and loss account
Page 29
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2022
In previous periods, the Company operated a share based payment scheme, under which certain employees of the Company have been granted options to acquire shares in the Company. All options vested and were exercised during the current period as the Company was acquired by the new ultimate parent company Everbridge Inc. No new options have been granted in the current period and the Black-Scholes option pricing model has historically been used to calculate the value of the options granted.
During the period, the Company operated a new share based payment schemes, under which certain employees are granted options to acquire shares in the new ultimate parent company, Everbridge Inc. The scheme is the 2016 Equity Incentive Plan and it is operated using the equity method of settlement accounting. The vesting conditions are based on the contractual terms of the option agreement which is typically four years. The contractual life of the options awards is ten years. During the period, the Company granted 59,890 (2021: Nil) restricted stock units to members of senior management. The shares were to vest after a period of three years from the start date of vesting noted in the award. Units vesting during the period were 14,708 (2021:Nil) with 7,215 (2021:Nil) units forfeited. The number of instruments at the period end was 37,967 (2021: Nil). There is no exercise price associated with the restricted stock units and the weighted average fair value per restricted stock unit issued was £75.28 (2021: Nil). During the period, the Company granted 27,026 (2021:Nil) performance-based restricted stock units that vest upon satisfaction of certain performance-based conditions. The performance-based restricted stock units vest based on achieving certain revenue growth thresholds which range from 20% to 40% compounded annual growth over a measurement period of two years for the first 50% of each grant of performance-based restricted stock units and three years for the remaining PSUs. The vesting of the performance-based restricted stock units is subject to the employee’s continued employment through the date of achievement. Units vesting during the period were Nil (2021: Nil) with 7,494 (2021:Nil) units forfeited. The number of instruments at the period end was 19,532 (2021: Nil). The share price of common stock on the date of issuance of the performance-based restricted stock units were £121.52 per share. The fair value is based on the value of common stock at the date of issuance and the probability of achieving the performance metric. The directors have assessed the probability of achievement of the award as highly probable based on past performance of achievement of the performance metric. 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. During the year, the Company recognised equity share-based payment expenses of £1,610,326 (2021: £Nil) and cash settled share-based payments of £143,438 (2021: £Nil).
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2022
Page 31
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2022
The immediate parent company is Everbridge Holdings Limited, a private limited company incorporated in the United Kingdom. The registered office is 17 Grosvenor Street, Mayfair, London, W1K 4QG.
The ultimate controlling party is 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.
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