Unless the context requires otherwise, references in this report to
"EverCommerce Inc.," the "Company," "we," "us" and "our" refer to EverCommerce
Inc. and its consolidated subsidiaries. The following discussion and analysis of
our financial condition and results of operations should be read in conjunction
with our unaudited condensed consolidated financial statements and related notes
appearing elsewhere in this Quarterly Report on Form 10-Q and our consolidated
financial statements and related notes included in our final prospectus for our
initial public offering of our common stock ("IPO") dated as of June 30, 2021
and filed with the SEC pursuant to Rule 424(b)(4) on July 6, 2021 (the
"Prospectus"). Additionally, our historical results are not necessarily
indicative of the results that may be expected for any period in the future.

Overview

EverCommerce is a leading provider of integrated, vertically-tailored
software-as-a-service (SaaS) solutions for service-based small- and medium-sized
businesses ("service SMBs"). Our platform spans across the full lifecycle of
interactions between consumers and service professionals with vertical-specific
applications. Today, we serve over 500,000 customers across three core
verticals: Home Services; Health Services; and Fitness & Wellness Services.
Within our core verticals, our customers operate within numerous
micro-verticals, ranging from home service professionals, such as home
improvement contractors and home maintenance technicians, to physician practices
and therapists within health services, to personal trainers and salon owners
within fitness and wellness. Our platform provides vertically-tailored SaaS
solutions that address service SMBs' increasingly specialized demands, as well
as highly complementary solutions that complete end-to-end offerings, allowing
service SMBs and EverCommerce to succeed in the market, and provide end
consumers more convenient service experiences.

We offer several vertically-tailored suites of solutions, each of which follows
a similar and repeatable go-to-market playbook: offer a "system of action"
Business Management Software that streamlines daily business workflows,
integrate highly complementary, value-add adjacent solutions, and complete gaps
in the value chain to create end-to-end solutions. These solutions focus on
addressing how service SMBs market their services, streamline operations, and
retain and engage their customers.

•Business Management Software: Our vertically-tailored Business Management
Software is the system of action at the center of a service business' operation,
and is typically the point-of-entry and first solution adopted by a customer.
Our software, designed for the day-to-day workflow needs of businesses in
specific vertical end markets, streamlines front and back-office processes and
provides polished customer-facing experiences. Using these offerings, service
SMBs can focus on growing their customers, improving their services and driving
more efficient operations.

•Billing & Payment Solutions: Our Billing & Payment Solutions provide integrated
payments, billing and invoicing automation, and business intelligence and
analytics. Our omni-channel payments capabilities include point-of-sale ("POS"),
eCommerce, online bill payments, recurring billing, electronic invoicing, and
mobile payments. Supported payment types include credit card, debit card and ACH
processing. Our payments platform also provides a full suite of service commerce
features, including customer management as well as cash flow reporting and
analytics. These value-add features help SMBs to ensure more timely billing and
payments collection and provide improved cash flow visibility.

•Customer Engagement Applications: Our Customer Engagement Applications
modernize how businesses engage and interact with customers by leveraging
innovative, bespoke customer listening and communication solutions to improve
the customer experience and increase retention. Our software provides customer
listening capabilities with real-time customer surveying and analysis to allow
standalone businesses and multi-location brands to receive voice-of-the-customer
insights and manage the customer experience lifecycle. These applications
include: customer health scoring, customer support systems, real-time alerts,
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Collection, generation and automation of customer feedback based on NPS,
reputation management, customer satisfaction surveys and a
communication suite, among others. These tools help our clients earn
actionable insights, build customer loyalty and repeat purchases, and improve
customer experiences.

•Marketing Technology Solutions: Our Marketing Technology Solutions work with
our Customer Engagement Applications to help customers build their businesses by
invigorating marketing operations and improving return on investment across the
customer lifecycle. These solutions help businesses to manage campaigns,
generate quality leads, increase conversion and repeat sales, improve customer
loyalty and provide a polished brand experience. Our solutions include: custom
website design, development and hosting, responsive web design, marketing
campaign design and management, search engine optimization ("SEO"), paid search
and display advertising, social media and blog automation, call tracking, review
monitoring, and marketplace lead generation, among others.

We go to market with suites of solutions that are aligned to our three core
verticals: (1) the EverPro suite of solutions in Home Services; (2) the
EverHealth suite of solutions within Health Services; and (3) the EverWell suite
of solutions in Fitness & Wellness Services. Within each suite, our Business
Management Software - the system of action at the center of a service business'
operation - is typically the first solution adopted by a customer. This
vertically-tailored point-of-entry provides us with an opportunity to cross-sell
adjacent products, previously offered as fragmented and disjointed point
solutions by other software providers. This "land and expand" strategy allows us
to acquire customers with key foundational solutions and expand into offerings
via product development and acquisitions that cover all workflows and power the
full scope of our customers' businesses. This results in a self-reinforcing
flywheel effect, enabling us to drive value for our customers and, in turn,
improve customer stickiness, increase our market share, and fuel our growth.

We generate three types of revenue: (i) Subscription and Transaction Fees, which
are primarily recurring revenue streams, (ii) Marketing Technology Solutions,
which includes both recurring and re-occurring revenue streams and (iii) Other
revenue which consists primarily of one-time revenue streams. Our recurring
revenue generally consists of monthly, quarterly, and annual software and
maintenance subscriptions, transaction revenue associated with integrated
payments and billing solutions and monthly contracts for marketing technology
solutions. Additionally, our re-occurring revenue includes revenue related to
the sale of marketing campaigns and lead generation under contractual
arrangements with customers.

•Subscription and Transaction Fees revenue includes: (i) recurring monthly,
quarterly and annual SaaS subscriptions and software license and maintenance
fees from the sale of our Business Management, Customer Engagement, and Billing
and Payment solutions; (ii) payment processing fees based on the transaction
volumes processed through our integrated payment solutions and processing fees
based on transaction volumes for our revenue cycle management, chronic care
management and health insurance clearinghouse solutions; and (iii) membership
subscriptions and our share of rebates from suppliers generated though group
purchasing programs.

• Revenue from marketing technology solutions includes: (i) recurring revenue for
manage digital advertising programs on behalf of our clients, including
website hosting, search engine management and optimization, social media
management and automation of blogs; and (ii) recurring charges paid per service
professionals for consumer leads generated by our different platforms.

•Other revenue includes: (i) consulting, implementation, training and other
professional services; (ii) website development; (iii) revenue from various
business development partnerships; (iv) event income; and (v) hardware sales
related to our business management or payment software solutions.

Our business benefits from attractive unit economics. Approximately 95% of our
revenue in the nine months ended September 30, 2021 and the year ended
December 31, 2020 was recurring or re-occurring, and we maintained a stable
average monthly net pro forma revenue retention rate of 99% or more in each of
the last 8 -quarters. We
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believe the retention and growth of revenue from our existing customers is a
helpful measure of the health of our business and our future growth prospects.
Our ability to cross sell additional products and services to our existing
customers can increase customer engagement with our suite of solutions and thus
have a positive impact on our net pro forma revenue retention rate. For example,
we have leveraged our land and expand strategy to cross sell solutions to our
existing customers, which has supported our high net pro forma revenue retention
rate by increasing customer utilization of our solutions, educating customers as
to how our platform and synergies can support their businesses and, in turn,
improving customer stickiness.

Our calculation of net pro forma revenue retention rate remains consistent with
prior periods. This rate for any fiscal period includes the positive recurring
and re-occurring revenue impacts of selling new solutions to existing customers
and the negative impacts of contraction and attrition among this set of
customers. Our net pro forma revenue retention rate may fluctuate as a result of
a number of factors, including the growing level of our revenue base, the level
of penetration within our customer base, expansion of solutions, new
acquisitions and our ability to retain our customers. Our calculation of net pro
forma revenue retention rate may differ from similarly titled metrics presented
by other companies.

We acquire companies to deepen our competitive moats in existing verticals, and
enter new verticals and geographies. We have acquired 51 companies since our
inception, including 9 in 2020 and 4 in 2021 as of October 31, 2021. We have an
established framework for identification, execution, integration, and onboarding
of targets, which leverages our significant acquisition experience and utilizes
internal criteria for evaluating acquisition candidates and prospective
businesses. We have developed and refined our internal criteria over time with
our acquisitions, which has helped us to more readily identify attractive and
complementary targets that can be efficiently onboarded. These acquired
solutions can bring deep industry expertise and vertically-tailored software
solutions that provide additional sources of growth. We believe that our
methodology, track record, and reputation for sourcing, evaluating, and
integrating acquisitions positions us as an "acquirer-of-choice" for potential
targets.

Initial Public Offering

On July 6, 2021, we completed our IPO which resulted in the issuance and sale of
19,117,648 shares of common stock at the IPO price of $17.00 generating net
proceeds of $303.9 million after deducting underwriting discounts. Additionally,
we incurred other IPO related fees of $6.9 million. On July 29, 2021, the
underwriters of our IPO fully exercised their over-allotment option, resulting
in the sale of an additional 2.8 million shares at the IPO price of $17.00 per
share and after underwriter discounts, net proceeds were $43.9 million.

Private placement

At July 6, 2021 we sold 4,411,764 common shares to entities
affiliated with Silver Lake in a private placement at a purchase price equal to
the IPO price of $ 17.00 per common share for net proceeds of
$ 75.0 million.

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Impact of COVID-19

The COVID-19 pandemic has caused economies, businesses, markets and communities
around the globe to be disrupted, and in many cases, shut-down. In the interest
of public health, many governments closed physical stores and business locations
deemed to be non-essential, which has caused increasing unemployment levels and
businesses to permanently close. Many SMBs have been adversely impacted by the
COVID-19 pandemic, and as a result, certain of our business operations were
negatively impacted, while others have benefited from customers shifting to
technology-focused, digital-first business models. A McKinsey survey from
October 2020 revealed that global business executives have accelerated the
digitization of their customer and supply-chain interactions by as much as three
to four years. Although we cannot predict when the United States and global
economy will fully recover from the COVID-19 pandemic, we believe that our
business is well positioned to be a partner-of-choice for new customers, to
capitalize on the growing trend of digital transformation, and to benefit from
the revival of the SMB economy. Nevertheless, we do not have certainty that a
full economic recovery will happen in the near future, and it is possible that
the prolonging of the COVID-19 pandemic will adversely affect our business,
financial condition, and results of operations. For more information regarding
the potential impact of the COVID-19 pandemic on our business, refer to Part II.
Item 1A. "Risk Factors-Risks Related to our Business-The outbreak of the novel
strain of coronavirus disease has impacted, and a future pandemic, epidemic or
outbreak of an infectious disease in the United States could impact, our
business, financial condition and results of operations, as well as the business
or operations of third parties with whom we conduct business."

Impact on operations

In March 2020, in compliance with the local, state and federal government
regulations, we transitioned our worldwide workforce and operations to a remote,
work-from-home setting, with the exception of certain customer support
personnel. We quickly developed a plan of action, supplied our employees with
the necessary equipment and tools, and while we have started to return a portion
of our workforce to physical locations, we have retained functionality and
practices to be able to work remotely as needed. Additionally, in the second
quarter of 2020 we completed a reduction in our workforce. We do not believe
remote operations or the impact from our reduction in workforce have
significantly impacted productivity of our workforce.

Impact on financial performance

The COVID-19 pandemic negatively impacted our financial performance in first
half of 2020 due to the adverse impact the pandemic had on certain service SMBs.
However, given the diversification of our business, the financial impact was
primarily limited to declines in revenue attributable to customers in the
fitness and wellness and health services verticals. In the three months ended
June 30, 2020, our revenue declined 4.7% sequentially from the three months
ended March 31, 2020, excluding the impact of acquisitions closed in the first
and second quarters of 2020. As our customers resumed operations throughout the
second half of 2020, our revenue increased. In the three months ended September
30, 2020, our revenue grew 11.9% sequentially from the three months ended June
30, 2020, excluding the impact of acquisitions closing in the second and third
quarters of 2020. Our revenue growth has continued as the impact of the pandemic
has lessened and many service SMBs have resumed operations. Our sequential
revenue growth was 3.4% in the three months ended September 30, 2021 compared to
the three months ended June 30, 2021, excluding the impact of acquisitions
closed during the third quarter of 2021. In the three months ended September 30,
2021, our revenue increased 17.7% compared to the three months ended September
30, 2020, excluding the impact of all acquisitions closed subsequent to June 30,
2020.

In the second quarter of 2020 we proactively responded to the significant
uncertainty around the severity and duration of the COVID-19 pandemic, including
a reduction in workforce. Additionally, we reduced other operating expenses to
maintain current levels of profitability and cash flow. As restrictions started
to lift throughout 2020 and 2021 we have seen slight improvements in the sale of
our solutions to health service professionals, but we have continued to see
impacts from COVID-19 on sales to our customers in the fitness and wellness
vertical.

Given the impacts of COVID-19 continue to rapidly evolve, the extent to which
COVID-19 may further impact our financial condition, results of operations, or
liquidity continues to be uncertain and difficult to predict. Growth
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trends continue to vary by vertical and specific solutions, depending primarily
on differences in the timing and phases of re-openings. Our priority remains the
safety of our employees, customers and the communities in which we live and
operate. We continue to remain in close and regular contact with our employees,
customers, business partners and communities to help navigate these challenging
times.

Key factors affecting our performance

We believe that our performance and future success depend on a number of factors
that present significant opportunities for us but also pose risks and
challenges. For discussion of these factors, please see "Key Factors Affecting
Our Performance" in the Management's Discussion and Analysis section of our
Prospectus.

Key business and financial indicators

In addition to our results and measures of performance determined in accordance
with GAAP, we believe the following key business and non-GAAP financial measures
are useful in evaluating and comparing our financial and operational performance
over multiple periods, identifying trends affecting our business, formulating
business plans and making strategic decisions.

Pro forma revenue growth rate

Pro Forma Revenue Growth Rate is a key performance measure that our management
uses to assess our consolidated operating performance over time. Management also
uses this metric for planning and forecasting purposes.

Our year-over-year Pro Forma Revenue Growth Rate is calculated as though all
acquisitions closed as of the end of the latest period were closed as of the
first day of the prior year period presented. In calculating Pro Forma Revenue
Growth Rate, we add the revenue from acquisitions for the reporting periods
prior to the date of acquisition (including estimated purchase accounting
adjustments) to our results of operations, and then calculate our revenue growth
rate between the two reported periods. As a result, Pro Forma Revenue Growth
Rate includes pro forma revenue from businesses acquired during the period,
including revenue generated during periods when we did not yet own the acquired
businesses. In including such pre-acquisition revenue, Pro Forma Revenue Growth
Rate allows us to measure the underlying revenue growth of our business as it
stands as of the end of the respective period, which we believe provides insight
into our then-current operations. Pro Forma Revenue Growth Rate does not
represent organic revenue generated by our business as it stood at the beginning
of the respective period. Pro Forma Revenue Growth Rates are not necessarily
indicative of either future results of operations or actual results that might
have been achieved had the acquisitions been consummated on the first day of the
prior year period presented. We believe that this metric is useful to investors
in analyzing our financial and operational performance period over period and
evaluating the growth of our business, normalizing for the impact of
acquisitions. This metric is particularly useful to management due to the number
of acquired entities.

As the economy has continued to reopen and additional local, state and federal
restrictions have been scaled back, our Pro Forma Revenue Growth Rate has
continued to increase.

                                 Three Months Ended      Nine Months Ended
                                   September 30,           September 30,
                                                   2021

Pro Forma Revenue Growth Rate                20.0  %                20.6  %



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Non-GAAP financial measures

Adjusted gross profit

Adjusted Gross Profit is a key performance measure that our management uses to
assess our operational performance, as it represents the results of revenues and
direct costs, which are key components of our operations. We believe that this
non-GAAP financial measure is useful to investors and other interested parties
in analyzing our financial performance because it reflects the gross
profitability of our operations, and excludes the indirect costs associated with
our sales and marketing, product development, general and administrative
activities, and depreciation and amortization, and the impact of our financing
methods and income taxes.

We calculate Adjusted Gross Profit as gross profit (as defined below) adjusted
to exclude depreciation and amortization allocated to cost of revenues. Adjusted
Gross Profit should be viewed as a measure of operating performance that is a
supplement to, and not a substitute for, operating income or loss, net earnings
or loss and other GAAP measures of income (loss) or profitability. The following
table presents a reconciliation of gross profit, the most directly comparable
financial measure calculated in accordance with GAAP, to Adjusted Gross Profit
on a consolidated basis.


                                     Three Months Ended                   Nine Months Ended
                                        September 30,                       September 30,
                                    2021              2020             2021              2020
                                                         (in thousands)

Gross profit(1)                 $   80,327   (2)   $ 56,062   (3)   $ 220,493   (4)   $ 148,641   (5)
Depreciation and amortization        5,249            3,609            14,509            10,508
Adjusted gross profit           $   85,576         $ 59,671         $ 235,002         $ 159,149



(1)Gross profit is calculated as total revenues less cost of revenues (exclusive
of depreciation and amortization), amortization of developed technology,
amortization of capitalized software and depreciation expense (allocated to cost
of revenues).
(2)For the three months ended September 30, 2021, gross profit represents total
revenues of $128.5 million less cost of revenues (exclusive of depreciation and
amortization) of $43.0 million, amortization of developed technology of $4.0
million, amortization of capitalized software of $0.8 million and depreciation
expense (allocated to cost of revenues) of $0.4 million.
(3)For the three months ended September 30, 2020, gross profit represents total
revenues of $89.2 million less cost of revenues (exclusive of depreciation and
amortization) of $29.5 million, amortization of developed technology of $2.6
million, amortization of capitalized software of $0.6 million and depreciation
expense (allocated to cost of revenues) of $0.4 million.
(4)For the nine months ended September 30, 2021, gross profit represents total
revenues of $354.5 million less cost of revenues (exclusive of depreciation and
amortization) of $119.5 million, amortization of developed technology of $10.9
million, amortization of capitalized software of $2.4 million and depreciation
expense (allocated to cost of revenues) of $1.2 million.
(5)For the nine months ended September 30, 2020, gross profit represents total
revenues of $245.5 million less cost of revenues (exclusive of depreciation and
amortization) of $86.4 million, amortization of developed technology of $7.8
million, amortization of capitalized software of $1.7 million and depreciation
expense (allocated to cost of revenues) of $1.0 million.

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Adjusted EBITDA

Adjusted EBITDA is a key performance measure that our management uses to assess
our financial performance and is also used for internal planning and forecasting
purposes. We believe that this non-GAAP financial measure is useful to investors
and other interested parties in analyzing our financial performance because it
provides a comparable overview of our operations across historical periods. In
addition, we believe that providing Adjusted EBITDA, together with a
reconciliation of net income (loss) to Adjusted EBITDA, helps investors make
comparisons between our company and other companies that may have different
capital structures, different tax rates, and/or different forms of employee
compensation.

Adjusted EBITDA is used by our management team as an additional measure of our
performance for purposes of business decision-making, including managing
expenditures, and evaluating potential acquisitions. Period-to-period
comparisons of Adjusted EBITDA help our management identify additional trends in
our financial results that may not be shown solely by period-to-period
comparisons of net income or income from continuing operations. In addition, we
may use Adjusted EBITDA in the incentive compensation programs applicable to
some of our employees. Our Management recognizes that Adjusted EBITDA has
inherent limitations because of the excluded items, and may not be directly
comparable to similarly titled metrics used by other companies.

We calculate Adjusted EBITDA as net income (loss) adjusted to exclude interest
and other expense, net, income tax benefit, loss on debt extinguishment,
depreciation and amortization, other amortization, acquisition related costs,
stock-based compensation, and other non-recurring costs. Other amortization
includes amortization for capitalized contract acquisition costs. Acquisition
related costs are specific deal-related costs such as legal fees, financial and
tax due diligence, consulting and escrow fees. Other non-recurring costs are
expenses such as system implementation costs and severance related to planned
restructuring activities. Acquisition related costs and other non-recurring
costs are excluded as they are not representative of our underlying operating
performance. Adjusted EBITDA should be viewed as a measure of operating
performance that is a supplement to, and not a substitute for, operating income
or loss, net earnings or loss and other GAAP measures of income (loss). The
following table presents a reconciliation of net loss, the most directly
comparable financial measure calculated in accordance with GAAP, to Adjusted
EBITDA on a consolidated basis.

                                         Three Months Ended            Nine Months Ended
                                           September 30,                 September 30,
                                         2021           2020          2021           2020
                                                          (in thousands)

Net loss                             $  (36,906)     $ (5,444)     $ (77,235)     $ (39,031)
Adjusted to exclude the following:
Interest and other expense, net           5,148         9,756         31,262         30,653
Income tax benefit                       (1,022)         (574)        (4,182)        (2,748)
Loss on debt extinguishment              28,714             -         28,714              -
Depreciation and amortization            25,996        19,152         73,917         55,300
Other amortization                          679           477          1,956          1,271
Acquisition related costs                   746         2,249          2,986          4,522
Stock-based compensation                  4,745         3,470         16,849          5,297
Other non-recurring costs                   938            40          3,654          1,501
Adjusted EBITDA                      $   29,038      $ 29,126      $  77,921      $  56,765



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Description of certain components of financial data

Income

We derive our revenue from three primary sources which are described in detail
below: (i) Subscription and Transaction Fees, which are primarily recurring
revenue streams, (ii) Marketing Technology Solutions, which includes both
recurring and re-occurring revenue streams, and (iii) Other revenue, which
consists primarily from the sale of distinct professional services and hardware.
Our revenue recognition policies are discussed in more detail under "Critical
Accounting Policies and Significant Judgments and Estimates."

Subscription and Transaction Fees: Revenue includes (i) recurring monthly,
quarterly and annual SaaS subscriptions and software license and maintenance
fees from the sale of our Business Management, Customer Engagement, and Billing
and Payment solutions; (ii) payment processing fees based on the transaction
volumes processed through our integrated payment solutions and processing fees
based on transaction volumes for our revenue cycle management, chronic care
management and health insurance clearinghouse solutions; and (iii) membership
subscriptions and our share of rebates from suppliers generated though group
purchasing programs. Our revenue from payment processing fees is recorded net of
credit card and ACH processing and interchange charges in the month the services
are performed.

Marketing Technology Solutions: Revenue includes (i) recurring revenue for
manage digital advertising programs on behalf of our clients, including
website hosting, search engine management and optimization, social media
management and automation of blogs; and (ii) recurring charges paid per service
professionals for consumer leads generated by our different platforms.

Other: Income includes (i) advice, implementation, training and other
professional services; (ii) website development; (iii) income from various
business development partnerships; (iv) income from the event; and (v) sales of equipment
related to our business management or payment software solutions.

Cost of income

Cost of revenue (exclusive of depreciation and amortization) consists primarily
of employee costs for our customer success teams, media expense related to our
lead generation solutions, campaign mail expense, contract services, hosting
costs, partnership costs and promotional costs.

We expect that cost of revenue as a percentage of revenue will fluctuate from
period to period based on a variety of factors, including the mix of revenue
between subscription and transaction fees and marketing technology solutions,
labor costs, third-party expenses and acquisitions. In particular, marketing
technology solutions revenue generally has a higher cost of revenue as a
percentage of revenue than our subscription and transaction fee revenue. For the
three and nine months ended September 30, 2021, revenue from subscription and
transaction fees increased 52.9% and 49.7%, respectively, compared to the three
and nine months ended September 30, 2020, whereas marketing technology solutions
revenue increased 29.8% and 41.8%, respectively. To the extent our marketing
technology solutions revenue grows at a faster rate, whether by acquisition or
otherwise, than our subscription and transaction fees revenue, it could
negatively impact our cost of revenues as a percentage of revenue.

Sales and Marketing

Sales and marketing expense consist primarily of employee costs for our sales
and marketing personnel, including salaries, benefits, bonuses, and sales
commissions. Sales and marketing expenses also include advertising costs,
travel-related expenses and costs to market and promote our products, direct
customer acquisition costs, costs related to conferences and events, and
partner/broker commissions. Software and subscription services dedicated for use
by our sales and marketing organization, and outside services contracted for
sales and marketing purposes are also included in sales and marketing expense.
Sales commissions that are incremental to obtaining a customer contract are
deferred and amortized ratably over the estimated period of our relationship
with that customer. We expect our
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sales and marketing expenses will increase on an absolute dollar basis for the
foreseeable future as we continue to increase investments to support our growth.
We also anticipate that sales and marketing expenses will increase as a
percentage of revenue in the near and medium-term.

Product development

Product development expense consists primarily of employee costs for our product
development, including salaries, benefits, and bonuses. Product development
expenses also include third-party outsourced technology costs incurred in
developing our platforms, and computer equipment, software, and subscription
services dedicated for use by our product development organization. We expect
our product development expenses to increase in absolute dollars and remain
generally consistent as a percentage of revenue for the foreseeable future as we
continue to dedicate substantial resources to develop, improve and expand the
functionality of our solutions.

General and administrative

General and administrative expense consists of employee costs for our executive
leadership, accounting, finance, legal, human resources, and other
administrative personnel, including salaries, benefits, bonuses, and stock-based
compensation. General and administrative expenses also include external legal,
accounting, and other professional services fees, rent, software and
subscription services dedicated for use by our general and administrative
employees, and other general corporate expenses. We expect general and
administrative expense to increase on an absolute dollar basis for the
foreseeable future as we continue to increase investments to support our growth
and as a result of increased costs as a result of becoming a public company. We
also anticipate that general and administrative expenses will increase as a
percentage of revenue in the near and medium-term. As we are able to further
scale our operations in the future, we would expect that general and
administrative expenses would decrease as a percentage of revenue.

Depreciation and amortization

Depreciation mainly relates to intangible assets,
and equipment, and capitalized software.

Interest and other charges, net

Interest and other charges, net, mainly consist of interest expense on
long-term debt. It also includes the amortization expense of financing costs and
discounts, as well as realized and unrealized gains and losses.

Loss on debt extinction

The loss on debt extinction represents the difference between the amount paid to
extinguish debt and the carrying amount of debt, including
write-off of previously deferred financing costs.

Tax benefit

We account for income taxes in accordance with ASC 740, Income Taxes. ASC 740
requires deferred tax assets and liabilities to be recognized for temporary
differences between the tax basis and financial reporting basis of assets and
liabilities, computed at the expected tax rates for the periods in which the
assets or liabilities will be realized, as well as for the expected tax benefit
of net operating loss and tax credit carryforwards. Income taxes are recognized
for the amount of taxes payable by the Company's corporate subsidiaries for the
current year and for the impact of deferred tax assets and liabilities, which
represent future tax consequences of events that have been recognized
differently in the financial statements than for tax purposes.

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Results of operations

The following tables summarize key components of our results of operations for
the periods presented. The period-to-period comparisons of our historical
results are not necessarily indicative of the results that may be expected in
the future. We operate as a single reportable segment to reflect the way our
chief operating decision maker ("CODM") reviews and assesses the performance of
our business. For additional information concerning our accounting policies, see
Note 2 to our consolidated financial statements for the year ended December 31,
2020 included in our Prospectus.

Impact of acquisitions

The comparability of our operating results is impacted by our business
combinations and acquisitions. In our discussion of changes in our results of
operations for the three and nine months ended September 30, 2021 compared to
the three and nine months ended September 30, 2020, respectively, we
quantitatively disclose the impact of the growth in certain of our revenues
where such discussions would be meaningful. Expense contributions from our
recent acquisitions for each of the respective period comparisons generally were
not separately identifiable due to the integration of these businesses into our
existing operations, and as such the discussion is focused on major changes in
components of costs.

                                                            Three Months Ended                     Nine Months Ended
                                                              September 30,                          September 30,
                                                         2021                2020               2021               2020
                                                                                 (in thousands)

Income:

Subscription and transaction fees                    $   91,788          $  60,017          $ 252,119          $ 168,413
Marketing technology solutions                           31,610             24,359             88,974             62,738
Other                                                     5,136              4,775             13,397             14,370
Total revenues                                          128,534             89,151            354,490            245,521

Operating costs :
Cost of sales (1) (excluding depreciation and
amortization presented separately below)

                 42,958             29,480            119,488             86,372
Sales and marketing(1)                                   25,156             12,072             67,647             36,305
Product development(1)                                   12,711              7,622             35,083             22,282
General and administrative(1)                            25,779             17,087             79,796             56,388
Depreciation and amortization                            25,996             19,152             73,917             55,300
Total operating expenses                                132,600             85,413            375,931            256,647
Operating loss                                           (4,066)             3,738            (21,441)           (11,126)
Interest and other expense, net                          (5,148)            (9,756)           (31,262)           (30,653)
Loss on debt extinguishment                             (28,714)                 -            (28,714)                 -
Net loss before income tax benefit                      (37,928)            (6,018)           (81,417)           (41,779)
Income tax benefit                                        1,022                574              4,182              2,748
Net loss                                             $  (36,906)         $  (5,444)         $ (77,235)         $ (39,031)



                                       42
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(1) Includes stock-based compensation expense as follows:

                                              Three Months Ended              Nine Months Ended
                                                 September 30,                  September 30,
                                               2021            2020           2021          2020
                                                               (in thousands)

Cost of revenues                         $      173          $     -      $      178      $     -
Sales and marketing                             160                -             298            -
Product development                             295                -             437            -
General and administrative                    4,117            3,470          15,936        5,297
Total stock-based compensation expense   $    4,745          $ 3,470      $ 

16,849 $ 5,297

Comparison of the three and nine months ended September 30, 2021 and 2020

Revenues
                                        Three Months Ended
                                          September 30,                   Change
                                        2021           2020         Amount          %
                                                   (dollars in thousands)

Revenues:

Subscription and transaction fees $ 91,788 $ 60,017 $ 31,771

       52.9  %
Marketing technology solutions          31,610        24,359         7,251        29.8  %
Other                                    5,136         4,775           361         7.6  %
Total revenues                      $  128,534      $ 89,151      $ 39,383        44.2  %



                                        Nine Months Ended
                                          September 30,                    Change
                                       2021           2020          Amount           %
                                                    (dollars in thousands)

Revenues:

Subscription and transaction fees $ 252,119 $ 168,413 $ 83,706

        49.7  %
Marketing technology solutions         88,974         62,738         26,236        41.8  %
Other                                  13,397         14,370           (973)       (6.8) %
Total revenues                      $ 354,490      $ 245,521      $ 108,969        44.4  %



Revenues increased $39.4 million or 44.2% and $109.0 million or 44.4% for the
three and nine months ended September 30, 2021, respectively, as compared to the
corresponding periods in 2020. These increases were primarily driven by
increases in subscription and transaction fees of $31.8 million and $83.7
million, respectively, and marketing technology solutions of $7.3 million and
$26.2 million, respectively. The increases in subscription and transaction fees
related to growth in our customer base, higher transaction volumes processed
through our payments platform and revenue earned from acquisitions completed in
2021 and 2020. Included in revenues for the three and nine months ended
September 30, 2021 is $20.8 million and $57.5 million of revenue from
acquisitions closed subsequent to September 30, 2020.
                                       43
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Cost of Revenues
                                                      Three Months Ended
                                                         September 30,                             Change
                                                    2021               2020              Amount                %
                                                                        (dollars in thousands)

Cost of revenues (exclusive of depreciation and
amortization presented separately below)        $  42,958          $  29,480          $  13,478                 45.7  %
Percentage of revenues                               33.4  %            33.1  %



                                                       Nine Months Ended
                                                         September 30,                             Change
                                                    2021               2020              Amount                %
                                                                        (dollars in thousands)

Cost of income (excluding depreciation and
amortization presented separately below) $ 119,488 $ 86,372 $ 33,116

                 38.3  %
Percentage of revenues                               33.7  %            35.2  %



Cost of revenues increased by $13.5 million or 45.7% and $33.1 million or 38.3%
for the three and nine months ended September 30, 2021, respectively, as
compared to the corresponding periods in 2020. Increases for the three and nine
months ended September 30, 2021 as compared to the corresponding periods in 2020
include $4.1 million and $9.9 million in personnel and compensation expense,
respectively, $2.1 million and $6.2 million in outsourced services,
respectively, and other miscellaneous increases including, but not limited to,
promotional expense, campaign mail expense, hosting expense and product expense.
As a percentage of revenue, cost of revenue was 33.4% and 33.1% for the three
months ended September 30, 2021 and 2020, respectively, and 33.7% and 35.2% for
the nine months ended September 30, 2021 and 2020, respectively.

Sales and Marketing

                             Three Months Ended
                               September 30,                   Change
                            2021           2020          Amount          %
                                        (dollars in thousands)

Sales and marketing      $ 25,156       $ 12,072       $ 13,084       108.4  %
Percentage of revenues       19.6  %        13.5  %



                             Nine Months Ended
                               September 30,                   Change
                            2021           2020          Amount          %
                                        (dollars in thousands)

Sales and marketing      $ 67,647       $ 36,305       $ 31,342        86.3  %
Percentage of revenues       19.1  %        14.8  %


Sales and marketing expenses increased by $ 13.1 million or 108.4% and $ 31.3
million
or 86.3% for the three and nine months ended September 30, 2021,
respectively, compared to the corresponding periods in 2020. These

                                       44
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increases were primarily driven by increases of $4.4 million and $11.4 million
in personnel and compensation expense, respectively, $2.7 million and $8.3
million in advertising spend, respectively, and $2.6 million and $6.2 million in
partner commission, respectively. As a percentage of revenue, sales and
marketing was 19.6% and 13.5% for the three months ended September 30, 2021 and
2020, respectively, and 19.1% and 14.8% for the nine months ended September 30,
2021 and 2020, respectively.

Product Development

                             Three Months Ended
                               September 30,                   Change
                             2021           2020        Amount          %
                                        (dollars in thousands)

Product development      $  12,711       $ 7,622       $ 5,089        66.8  %
Percentage of revenues         9.9  %        8.5  %



                             Nine Months Ended
                               September 30,                   Change
                            2021           2020          Amount          %
                                        (dollars in thousands)

Product development      $ 35,083       $ 22,282       $ 12,801        57.4  %
Percentage of revenues        9.9  %         9.1  %




Product development expenses increased by $5.1 million or 66.8% and $12.8
million or 57.4% for the three and nine months ended September 30, 2021,
respectively, as compared to the corresponding periods in 2020. These increases
were primarily driven by increases in product development related personnel
expenses of $4.9 million and $8.8 million, respectively, due to investments in
additions to our technology teams to support our various solutions as well as
centralized security operations, information technology, and cloud engineering.
As a percentage of revenue, product development expenses were 9.9% and 8.5% for
the three months ended September 30, 2021 and 2020, respectively, and 9.9% and
9.1% for the nine months ended September 30, 2021 and 2020, respectively.

General and Administrative

                                 Three Months Ended
                                   September 30,                   Change
                                2021           2020         Amount          %
                                            (dollars in thousands)

General and administrative   $ 25,779       $ 17,087       $ 8,692        50.9  %
Percentage of revenues           20.1  %        19.2  %



                                       45
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                                 Nine Months Ended
                                   September 30,                   Change
                                2021           2020          Amount          %
                                            (dollars in thousands)

General and administrative   $ 79,796       $ 56,388       $ 23,408        41.5  %
Percentage of revenues           22.5  %        23.0  %



General and administrative expenses increased by $8.7 million or 50.9% and $23.4
million or 41.5% for the three and nine months ended September 30, 2021,
respectively, as compared to the corresponding periods in 2020. These increases
were primarily driven by increases in stock-based compensation expense,
personnel and compensation expense resulting from increased headcount, and
professional fees. For additional details regarding our stock-based compensation
expense related to the vesting of certain restricted stock awards refer to Note
11 in the notes to the unaudited condensed consolidated financial statements
included in this Quarterly Report on Form 10-Q. As a percentage of revenue,
general and administrative expenses were 20.1% and 19.2% for the three months
ended September 30, 2021 and 2020, respectively, and 22.5% and 23.0% for the
nine months ended September 30, 2021 and 2020, respectively.

Depreciation and amortization

                                    Three Months Ended
                                      September 30,                   Change
                                   2021           2020         Amount          %
                                               (dollars in thousands)

Depreciation and amortization $ 25,996 $ 19,152 $ 6,844

 35.7  %
Percentage of revenues              20.2  %        21.5  %



                                    Nine Months Ended
                                      September 30,                   Change
                                   2021           2020          Amount          %
                                               (dollars in thousands)

Depreciation and amortization $ 73,917 $ 55,300 $ 18,617

  33.7  %
Percentage of revenues              20.9  %        22.5  %



Depreciation and amortization increased by $6.8 million or 35.7% and $18.6
million or 33.7% for the three and nine months ended September 30, 2021,
respectively, as compared to the corresponding periods in 2020. These increases
were primarily driven by increases of $6.4 million and $17.4 million in
intangible assets amortization as a result of intangible asset additions from
our 2020 and 2021 acquisitions, respectively. As a percentage of revenue,
depreciation and amortization expenses were 20.2% and 21.5% for the three months
ended September 30, 2021 and 2020, respectively, and 20.9% and 22.5% for the
nine months ended September 30, 2021 and 2020, respectively.

                                       46
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Interest and other charges, net

                                      Three Months Ended
                                        September 30,                   Change
                                      2021           2020         Amount          %
                                                 (dollars in thousands)

Interest and other charges, net $ 5,148 $ 9,756 $ (4,608)

   (47.2) %
Percentage of revenues                  4.0  %       10.9  %



                                      Nine Months Ended
                                        September 30,                 Change
                                     2021           2020         Amount        %
                                               (dollars in thousands)

Interest and other charges, net $ 31,262 $ 30,653 $ 609

 2.0  %
Percentage of revenues                 8.8  %        12.5  %



Interest and other expense, net, increased (decreased) by ($4.6 million) or
(47.2%) and $0.6 million or 2.0% for the three and nine months ended September
30, 2021, respectively, as compared to the corresponding periods in 2020. The
decrease in interest expense for the three month period is due to a lower
average outstanding debt balance and a lower interest rate due to the Refinance.
The increase in interest expense for the nine month period is due to an overall
higher outstanding debt balance prior to the Refinance, partially offset by a
lower effective interest rate for the debt as a result of the Refinance. As a
percentage of revenue, interest and other expense were 4.0% and 10.9% for the
three months ended September 30, 2021 and 2020, respectively, and 8.8% and 12.5%
for the nine months ended September 30, 2021 and 2020, respectively.

Loss on Debt Extinguishment

                                  Three Months Ended
                                    September 30,                  Change
                                    2021           2020       Amount        %
                                            (dollars in thousands)

Loss on debt extinguishment   $     28,714        $ -       $ 28,714        N.M.
Percentage of revenues                22.3   %      -  %



                                       47
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                                  Nine Months Ended
                                    September 30,                 Change
                                   2021           2020       Amount        %
                                           (dollars in thousands)

Loss on debt extinguishment   $     28,714       $ -       $ 28,714        N.M.
Percentage of revenues                 8.1  %      -  %


_______________

N.M. - Not Meaningful.

Loss on debt extinguishment increased by $28.7 million for both the three and
nine months ended September 30, 2021 as compared to the corresponding periods in
2020. As a result of the Refinance, the Company recorded a loss on debt
extinguishment of approximately $28.7 million. For additional information
concerning our loss on debt extinguishment, see Note 9 in the notes to the
unaudited condensed consolidated financial statements included in this Quarterly
Report on Form 10-Q.

Income Tax Benefit

                             Three Months Ended
                               September 30,                  Change
                              2021           2020       Amount         %
                                       (dollars in thousands)

Income tax benefit       $    1,022        $ 574       $  448        78.0  %
Percentage of revenues          0.8   %      0.6  %



                             Nine Months Ended
                               September 30,                  Change
                            2021           2020        Amount          %
                                       (dollars in thousands)

Income tax benefit       $  4,182       $ 2,748       $ 1,434        52.2  %
Percentage of revenues        1.2  %        1.1  %



Income tax benefit increased by $0.4 million or 78.0% and $1.4 million or 52.2%
for the three and nine months ended September 30, 2021, respectively, as
compared to the corresponding periods in 2020. These increases were primarily
driven by acquisition accounting, exclusion of loss companies from the quarterly
tax computation, a Jordanian tax holiday, the accrual of estimated current state
taxes and various other discrete items recorded in the three and nine months
ended September 30, 2021.


                                       48
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Liquidity and capital resources

To date, our primary sources of liquidity have been net cash provided by
operating activities, proceeds from preferred stock issuances, proceeds from our
recent IPO, and proceeds from long-term debt. Our primary use of liquidity has
been acquisitions of businesses. Absent significant deterioration of market
conditions, we expect that working capital requirements, capital expenditures,
acquisitions, debt servicing, and lease obligations will be our principal needs
for liquidity going forward. During the nine months ended September 30, 2021, we
have completed four acquisitions for total consideration of $185.3 million.
During the year ended December 31, 2020, we completed nine acquisitions for
total consideration of $415.3 million.

As of September 30, 2021, we had cash, cash equivalents and restricted cash of
$98.3 million, $155.0 million of available borrowing capacity under our New
Revolver (as defined below) and $385.0 million outstanding under our New Credit
Facilities (as defined below). We believe that our existing cash, cash
equivalents and restricted cash, availability under our New Credit Facilities,
and our cash flows from operations will be sufficient to fund our working
capital requirements and planned capital expenditures, and to service our debt
obligations for at least the next twelve months. However, our future working
capital requirements will depend on many factors, including our rate of revenue
growth, the timing and size of future acquisitions, and the timing of
introductions of new products and services. We expect to consummate acquisitions
of complementary businesses in the future that could require us to seek
additional equity or debt financing. Additional funds may not be available on
terms favorable to us, or at all. In particular, the widespread COVID-19
pandemic has resulted in, and may continue to result in, significant disruption
of global financial markets, reducing our ability to access capital. If we are
unable to raise additional funds when desired, our business, financial condition
and results of operations could be adversely affected. See Part II, Item
1A."Risk Factors."

Cash flow

The following table sets forth cash flow data for the periods indicated therein:

                                                                 Nine Months Ended
                                                                   September 30,
                                                                2021           2020
                                                                   (in thousands)

Net cash provided by operating activities                    $  13,673      $  32,069
Net cash used in investing activities                         (194,239)     

(130,642)

Net cash provided by financing activities                      180,514      

138,276

Effect of foreign currency exchange rate changes on cash            59      

37

Net increase in cash, cash equivalents and restricted cash $ 7 $ 39,740

Cash flow from operating activities

During the nine months ended September 30, 2021, net cash provided by operating
activities consisted of net loss of $77.2 million, offset by net non-cash
adjustments to net loss of $122.2 million and net changes in operating assets
and liabilities of $31.3 million. Non-cash adjustments primarily consisted of
depreciation and amortization of $73.9 million, loss on debt extinguishment of
$28.7 million and stock-based compensation of $16.8 million. Changes in working
capital during the nine months ended September 30, 2021 primarily included cash
outflows from other non-current assets of $11.5 million, prepaid expenses and
other current assets of $11.4 million, accounts receivable, net of $7.0 million
and accrued expenses and other of $6.8 million, partially offset by cash inflows
of $7.9 million from deferred revenue.

                                       49
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During the nine months ended September 30, 2020, net cash provided by operating
activities consisted of net loss of $39.0 million, offset by net non-cash
adjustments to net loss of $66.2 million, and net changes in operating assets
and liabilities of $4.9 million. Non-cash adjustments primarily consisted of
depreciation and amortization of $55.3 million. Changes in working capital
during the nine months ended September 30, 2020 primarily included cash inflows
from customer deposits and other long-term liabilities of $8.3 million and
accrued expenses and other of $4.3 million, partially offset by cash outflows
from other non-current assets of $6.6 million.

Cash flow from investing activities

During the nine months ended September 30, 2021, net cash used to invest
activities was $ 194.2 million. The cash flows used were mainly driven by
acquisition of companies, net of cash acquired, $ 183.2 million.

During the nine months ended September 30, 2020, net cash used to invest
activities was $ 130.6 million. The cash flows used were mainly driven by
acquisition of companies, net of cash acquired, $ 118.0 million.

Cash flow from financing activities

During the nine months ended September 30, 2021, net cash provided by financing
activities was $180.5 million. The cash flow provided was driven primarily by
net proceeds from preferred and common stock issuances of $109.8 million and
$415.9 million, respectively, and proceeds from long-term debt of $496.5
million, offset by payments on long-term debt of $837.1 million. The proceeds
from these financings were primarily used, after payments on long-term debt, to
fund acquisitions.

During the nine months ended September 30, 2020, net cash provided by financing
activities was $138.3 million. The cash flow provided was driven primarily by
proceeds from long-term debt of $143.9 million. The proceeds from these
financings were primarily used to fund acquisitions.

Stock offers

For more information on our IPO, see note 2 in the notes to
condensed consolidated financial statements included in this quarterly report on
Form 10-Q.

Credit Facilities

In August 2019, EverCommerce Solutions Inc. (formerly PaySimple, Inc.), as
borrower, and EverCommerce Intermediate Inc. (formerly PaySimple Intermediate,
Inc.) entered into a credit agreement with various agents and lenders (the
"Credit Agreement"). The Credit Agreement provided for (i) a term loan in an
aggregate principal amount of $415.0 million (the "term loan"), (ii) commitments
for delayed draw term loans up to an aggregate principal amount of $135.0
million (the "Delayed Draw Term Loans"), (iii) commitments for revolving loans
up to an aggregate principal amount of $50.0 million (the "Revolver"), and (iv)
a sub-limit of the Revolver available for letters of credit up to an aggregate
face amount of $10.0 million, or the letters of credit (the term loan, Delayed
Draw Term Loans and Revolver are referred to herein as the "Credit Facilities").
In September 2020, the Credit Agreement was amended to provide for additional
commitments of Delayed Draw Term Loans in an aggregate principal amount of
$250.0 million on the same terms and conditions as the original Delayed Draw
Term Loans under the Credit Agreement. Following this amendment, the aggregate
principal amount of Delayed Draw Term Loans available under the Credit Agreement
was $385.0 million.

Simultaneously with the execution of the Credit Agreement, we and various of our
subsidiaries entered into a collateral agreement and guarantee agreement.
Pursuant to the guarantee agreement, EverCommerce Intermediate Inc. and various
of our subsidiaries were guarantors under the Credit Agreement. Pursuant to the
collateral agreement, the Credit Facilities were collateralized by substantially
all our assets, including our intellectual property and the equity interests of
our various subsidiaries, including EverCommerce Solutions Inc.
                                       50
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The Credit Agreement that governed the Credit Facilities contained certain
affirmative and negative covenants, including, among other things, restrictions
on indebtedness, issuance of preferred equity interests, liens, fundamental
changes and asset sales, investments, negative pledges, repurchases of stock,
dividends and other distributions, and transactions with affiliates and a
passive holding company covenant applicable to EverCommerce Intermediate Inc. In
addition, we were subject to a financial covenant with respect to the Revolver
whereby, if the aggregate principal amount of revolving loans and letter of
credit disbursements, together with the amount of all undrawn letters of credit
(excluding undrawn letters of credit up to $5.0 million and letters of credit
that are cash collateralized) outstanding on the last day of any fiscal quarter,
exceeded 35% of the aggregate principal amount of the Revolver, then our First
Lien Leverage Ratio (as defined in the Credit Agreement) as of the last day of
such fiscal quarter was required to be 8.80 to 1.00 or less.

New credit facilities

In connection with our IPO, on July 6, 2021 we refinanced our existing Credit
Facilities and EverCommerce Solutions Inc., as borrower, and EverCommerce
Intermediate Inc. entered into a new credit agreement (the "New Credit
Agreement") in an aggregate principal amount of $540.0 million, consisting of
(i) an aggregate principal amount of $350.0 million ("New Term Loans"), (ii) a
revolver with a capacity of $190.0 million ("New Revolver"), and (iii) a
sub-limit of the New Revolver available for letters of credit up to an aggregate
face amount of $20.0 million (the New Term Loans and New Revolver are
collectively referred to herein as the "New Credit Facilities"). We used the net
proceeds of the New Term Loans and a portion of the funds available under our
New Revolver, together with the net proceeds from the IPO, to repay all amounts
outstanding under our Credit Facilities. These transactions are collectively
referred to herein as the Refinancing. On August 4, 2021, the Company used the
net proceeds from the sale of the additional shares of common stock following
the exercise of the underwriters' over-allotment option granted in our IPO to
repay $44.0 million of the amount outstanding under the New Revolver.

Simultaneously with the execution of the New Credit Agreement, we and various of
our subsidiaries entered into a collateral agreement and guarantee agreement.
Pursuant to the guarantee agreement, EverCommerce Intermediate Inc. and various
of our subsidiaries are guarantors of the obligations under the New Credit
Agreement. Pursuant to the collateral agreement, the New Credit Facilities are
secured by liens on substantially all of our assets, including our intellectual
property and the equity interests of our various subsidiaries, including
EverCommerce Solutions Inc.

The New Credit Agreement contains certain affirmative and negative covenants,
including, among other things, restrictions on indebtedness, issuance of
preferred equity interests, liens, fundamental changes and asset sales,
investments, negative pledges, repurchases of stock, dividends and other
distributions, and transactions with affiliates. In addition, we are subject to
a financial covenant with respect to the New Revolver whereby, if the aggregate
principal amount of revolving loans (excluding letters of credit) outstanding on
the last day of any fiscal quarter exceeds 35% of the aggregate commitments
available under the New Revolver, then our first lien leverage ratio as of the
last day of such fiscal quarter must be 7.50 to 1.00 or less.

Borrowings under the New Credit Agreement are available as ABR or Eurocurrency
borrowings. ABR borrowings under the New Credit Agreement accrue interest at an
alternate base rate plus an applicable rate, and Eurocurrency borrowings accrue
interest at an adjusted LIBOR rate plus an applicable rate. The ABR rate
represents the greater of the prime rate, Federal Reserve Bank of New York rate
plus ½ of 1%, and an adjusted LIBOR rate for a one month interest period plus
1%. The applicable rate for the New Term Loans and the New Revolver loans is 3%
for Eurocurrency borrowings and 2% for ABR Borrowings, in each case subject to
change based on our first lien net leverage ratio.

With respect to ABR borrowings, interest payments are due on a quarterly basis
on the last business day of each March, June, September and December. With
respect to Eurocurrency borrowings, interest payments are due on the last
business day of the interest period applicable to the borrowing and, in the case
of a Eurocurrency borrowing with an interest period of more than three months'
duration, each day prior to the last day of such interest period that occurs at
intervals of three months' duration after the first day of such interest period.

                                       51
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The New Revolver has a variable commitment fee, which is based on our first lien
leverage ratio. We expect the commitment fee to range from 0.25% to 0.375% per
annum. We are obligated to pay a fixed fronting fee for letters of credit of
0.125% per annum.

Amounts borrowed under the New Revolver may be repaid and re-borrowed through
maturity of the New Revolver in July 2026. The New Term Loans mature in July
2028. New Term Loans may be repaid or prepaid but may not be re-borrowed.

As of September 30, 2021, there was $385.0 million outstanding under our New
Credit Facilities, comprising $350.0 million related to the New Term Loans and
$35.0 million related to the New Revolver. The effective interest rate on the
New Term Loans was approximately 4.0% from July 6, 2021 through September 30,
2021.

From September 30, 2021, we respected the commitments of the New
Credit agreement.

Recent Acquisitions

On July 8, 2021, the Company acquired 100% of the interest of Timely LTD
("Timely"), a New Zealand booking and business management software company for
$99.7 million. On July 8, 2021, the Company acquired 100% of the interest of PM
Ventures, LLC dba MDTech ("MDTech"), a provider of electronic charge capture
solutions to physicians via its SaaS-based MD Coder application, for $15.9
million.

Contractual obligations

There has been no material change to our contractual obligations as of
September 30, 2021 those disclosed in our Prospectus other than the
Refinancing with the New Credit Facilities (as defined above).

Refer to Notes 9 and 15 to the unaudited condensed consolidated financial statements
statements included in this quarterly report on Form 10-Q and related notes for
a discussion of our debt and operating lease obligations, respectively.

Off-balance sheet provisions

We do not have and do not enter into any off-balance sheet arrangements that had, or
that are reasonably likely to have a material effect on our
condition, income or expenditure, operating results, cash, capital
expenditure or capital resources.

Critical accounting policies and significant judgments and estimates

Our financial statements are prepared in accordance with GAAP. The preparation
of our financial statements in conformity with GAAP requires us to make
estimates and assumptions that affect certain reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenue and expenses during
the reporting period.

Our critical accounting policies are described under the heading "Management's
Discussion and Analysis of Financial Condition and Results of
Operations-Critical Accounting Policies" in our Prospectus and the notes to the
condensed consolidated financial statements. During the nine months ended
September 30, 2021, there were no material changes to our critical accounting
policies from those discussed in our Prospectus.

                                       52
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Recent accounting positions

See Note 2 in the notes to the unaudited condensed consolidated financial statements
statements included in this quarterly report on Form 10-Q for discussion on
recently adopted and recently published accounting statements
positions not yet adopted and their potential impact on our
statements.

Election under the Jumpstart Our Business Startups Act of 2012

The Company currently qualifies as an "emerging growth company" under the
Jumpstart Our Business Startups Act of 2012, or the JOBS Act. Accordingly, the
Company is provided the option to adopt new or revised accounting guidance
either (i) within the same periods as those otherwise applicable to non-emerging
growth companies or (ii) within the same time periods as private companies.

The Company has elected to adopt new or revised accounting guidance within the
same time period as private companies, unless management determines it is
preferable to take advantage of early adoption provisions offered within the
applicable guidance. Our utilization of these transition periods may make it
difficult to compare our financial statements to those of non-emerging growth
companies and other emerging growth companies that have opted out of the
transition periods afforded under the JOBS Act.