Cornerstone Q1 2020 Earnings Presentation Safe Harbor This - - PowerPoint PPT Presentation

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Cornerstone Q1 2020 Earnings Presentation Safe Harbor This - - PowerPoint PPT Presentation

Cornerstone Q1 2020 Earnings Presentation Safe Harbor This presentation contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking


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Earnings Presentation

Cornerstone Q1 2020

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Safe Harbor

This presentation contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements are any statements that look to future events and consist of, among other things, statements regarding our future financial and operating performance, including our GAAP and non-GAAP guidance, the growth of the learning and human capital management market,

  • ur business strategy, the integration of Saba into our business, and our plans and objectives for future operations. In light of the risks and uncertainties outlined below, the future events and circumstances discussed in this presentation may

not occur, and actual results could differ materially from those anticipated or implied in the forward-looking statements. Forward-looking statements should not be read as guarantees of future performance or results, and will not necessarily be accurate indications of the times at, or by, which such performance or results will be achieved. Forward-looking statements are based on information available at the date of this presentation and management’s good faith belief as of such date with respect to future events, including management’s current expectations and projections about future events and financial trends affecting our business, and are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in or suggested by the forward-looking statements. Important factors that could cause such differences include, but are not limited to:

  • Statements regarding the Company’s business strategies;
  • The Company’s anticipated future operating results and operating expenses;
  • The Company’s ability to attract new clients to enter into subscriptions for its solutions, to service those clients effectively and to induce them to renew and upgrade their deployments of the Company’s solutions;
  • The Company’s ability to expand its sales organization to address effectively the new industries, geographies and types of organizations the company intends to target;
  • The Company’s ability to accurately forecast revenue and appropriately plan its expenses; market acceptance of enhanced solutions, alternate ways of addressing people development needs or new technologies generally by the

Company and its competitors; continued acceptance of SaaS as an effective method for delivering people development solutions and other business management applications;

  • The Company’s ability to protect and defend its intellectual property; costs associated with defending intellectual property infringement and other claims;
  • The effects on the Company of global outbreaks of pandemics or contagious diseases or fear of such outbreaks, such as the recent COVID-19 pandemic;
  • Events in the markets for the Company’s solutions and alternatives to the Company’s solutions, as well as in the United States and global markets generally; future regulatory, judicial and legislative changes in the Company’s industry;

changes in the competitive environment in the Company’s industry and the markets in which the Company operates;

  • The failure to achieve expected synergies and efficiencies of operations between Cornerstone and Saba; the ability of Cornerstone and Saba to successfully integrate their respective market opportunities, technology, products,

personnel and operations;

  • The other factors discussed under “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s periodic reports filed with the Securities and Exchange Commission (the

“SEC”). In addition, forward-looking statements also consist of statements involving trend analyses and statements including such words as “may,” “believe,” “could,” “anticipate,” “would,” “might,” “plan,” “expect,” and similar expressions or the negative of such terms or other comparable terminology. Forward-looking statements speak only as of the date of this presentation. You should not put undue reliance on any forward-looking statement. The Company assumes no

  • bligation to update any forward-looking statements to reflect actual results, changes in assumptions or changes in other factors affecting future performance or results, except to the extent required by applicable laws. If the Company

updates one or more forward-looking statements, no inference should be drawn that it will make additional updates with respect to those or other forward-looking statements. In addition to U.S. GAAP financials, this presentation includes certain non-GAAP financial measures. These non-GAAP financial measures are in addition to, not a substitute for or superior to, measures of financial performance prepared in accordance with U.S. GAAP. Please see the discussion of these non-GAAP financial measures and their reconciliations to the most directly comparable U.S. GAAP measures at the end of this presentation. The financial information of Saba included in this presentation is preliminary, unaudited and subject to revision upon completion of closing and audit processes.

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Welcome and COVID-19 Update

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Business Resiliency

COVID-19 Response:

  • Work from home beginning March 11
  • Addressing client hardships
  • Launch of Cornerstone Cares
  • Launch of Remote Work Essentials
  • Extensive scenario planning
  • Liquidity stress testing
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COVID has Brought Challenges

  • New logo acquisition
  • Cross-sells
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Highly Diversified ARR….

(CSOD + Saba)

2019 ARR Breakdown by Segment

Healthcare Public Sector Professional Services Banks Capital Goods Diversified Financials Software & Services Transportation Retailing Insurance Materials Automobiles Consumer Services Education Pharmaceuticals & Life Sciences Technology Media & Entertainment Food & Beverage Telecommunication Utilities Others

Industry CSOD Exposure Saba Exposure Hotels, restaurants & leisure 3% 3% Specialty retail 2% 2% Airlines 1% 1% Oil, gas & consumable fuels 1% 1%

Notes: 1 - Chart is drawn approximately to scale and not intended to be a precise measurement tool 2 – Cornerstone and Saba stand-alone exposures refer to their respective percentage of total ARR by segment

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….that is also Primarily Up-market (ARR)

(CSOD + Saba)

2019 ARR Breakdown by Company Size

Customers with greater than 500 Employees Less than 500 Employees

Chart is drawn approximately to scale and not intended to be a precise measurement tool

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Dollars of ARR Up for Renewal in 2020

(CSOD + Saba)

Notes: 1 – Chart is drawn approximately to scale and not intended to be a precise measurement tool 2 – Cornerstone and Saba stand-alone exposures refer to their respective percentage of total ARR by segment

Industry CSOD Exposure Saba Exposure Hotels, restaurants & leisure 2% 2% Specialty retail 2% 3% Airlines 1% 1% Oil, gas & consumable fuels 0% 0%

Healthcare Professional Services Capital Goods Public Sector Banks Financials Transportation Retail Education Software & Services Insurance Automobiles Pharmaceuticals & Life Science Technology Consumer Services Utilities Telecommunication Non-Profit Materials Media Consumer Goods Energy Food & Beverage Household & Personal Products Real Estate Others

(1) (1)Excludes United States Postal Services and US Census
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Q1:20 Q2:20 Q3:20 Q4:20 Q1:21 Q2:21 Q3:21 Q4:21 Total Liquidity

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Response: Stress-Testing our Liquidity

Even if we sell $0 in new ARR between Q2 2020 and Q4 2021, we expect our pro forma liquidity to grow and exceed $225M at the end of 2021

(1) Q1 20 is pro-forma liquidity assuming the Saba acquisition closed (2) Assumes flat renewal rates for CSOD and an increase in churn for Saba (3) Chart is drawn approximately to scale and not intended to be a precise measurement tool

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Financial Review

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Q1 Performance

Q1 2019 GAAP Q1 2019 Non-GAAP Q1 2020 GAAP Q1 2020 Non-GAAP Guidance Difference (from midpt) Subscription Revenue $131.3M $131.3M $144.4M $144.4M $143.0 - $145.0 $0.4M Total Revenue $140.1M $140.1M $150.1M $150.1M $147.0 - $150.0 $1.6M Operating Margin 0.9% 14.0% (1.8%) 16.6% Low Teens Operating Margin ~4pts

Notes: 1 – Please see the appendix for a GAAP to Non-GAAP reconciliation

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Saba Transaction

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Summary of Transaction Terms

$500 $600 $700 $800 $900 $1,000 $1,100 $1,200 $1,300 $1,400 $1,500 Price at Annoucement Final Purchase Price

$1,395M $1,295M

(1)

(1) 1,110,352 shares of common stock were issued at $0.0001 par value. $29.62 on closing date (April 22, 2020) and $55.05 on the announcement date (February 24, 2020) (2) Buyer also agreed to pay certain seller transaction fees, which are not included here

($ in millions)

(2)

Cash Equity

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Our Industrial Logic of Deal Together we are Bigger and Stronger

We believe the combination offers huge benefits

INNOVATION REACH CASH FLOW

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Strong History of Technological Innovation

Now Accelerated with Significantly More Resources Globally

Multitenant Cloud Global Secure Mobile Big Data Open Platforms Artificial Intelligence

1999 2010

+60%

Lower-Cost Innovation Resources

2020

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Combined 7000+ Clients

Combined ~7,000 Global Clients

including many of the world’s leading companies

Notes: 1 – Number of clients is approximate and as of 12/31/2019 for the combined Cornerstone + Saba

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Growing Synergies

$35M

24 months to achieve

$50M

Run-rate achievement by 12.31.2020 (2)

At Announcement Updated Guidance

Non-Labor Synergies Labor Synergies

(1) Categories not drawn to scale (2) Assumes that the synergies achieved in December 2020 multiplied by 12 = $50M. Excludes one-time costs to achieve these synergies.

Back Office Support Functions Facilities / Real Estate Infrastructure Overhead and Vendor Spend

Synergy Drivers (1)

Go-To-Market Teams

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Transaction Cash Flow Economics

~$55M (1)

Incremental Annual Interest Expense

$86M

2019 uFCF

$35M

Synergies

$15M

Incremental Synergies

The transaction drives ~$80M of net incremental cash flow

Updated $50M target(2)

$136M

(1) Incremental annual interest expense is approximate until the actual interest rate is set post-syndication and only relates to the Term Loan B. Total transaction economics should also consider an additional 1,110,352 shares of common stock that were issued as part of the transaction. (2) Excludes one-time costs related to achieving synergies

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$243M

in ARR 2019 = +2% YoY Growth

$136M

in Learning + Recruiting ARR 2019 = ~22% YoY Growth

$44M

in Migration ARR 2019 = (23%) YoY Growth

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Disaggregation of Saba’s Historical ARR

Notes: 1 - Growth figures are historical for 2019 and not meant to be indicative of future growth guidance

$63M

in Performance ARR 2019 = (9%) YoY Growth

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Synergized 2019 Pro Forma Unlevered Free Cash Flow

$90M

2019 uFCF

$50M

Synergies

$226M

uFCF +

$86M

2019 uFCF

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Sales Integration Plan

Create “all star team”

  • f the best direct and

client sales reps Develop “best of both worlds” go-to-market strategies Develop “best of both worlds” compensation plans

1 2 3

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Product Vision

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Business Unbound

A Vision and New Strategies for the New World of Work

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Covid-19 Accelerant

Learning is the Accelerator

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External Curated Content In The Flow Of Work In Context Of Skill Gaps

Learning Unbound

To Enable Personalized Learning Anytime, Anywhere

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AI-Based Personalized Coaching

To Empower Employees

Personalized Career Navigation Evolved Coaching Guidance Tailored Action Steps

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Holistic Employee Data

To Make Better People Decisions

Deep Employee Skill Profiles Skill-based Recommendations Skill Gap Analysis & Actions

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Points of Integration with Saba

Cornerstone Learning Saba Meeting Saba Classroom

+ +

Cornerstone Content Anytime Saba Cloud

+

Cornerstone Recruiting Saba TalentLink CRM

+

Cornerstone HR Saba Org Planning

+

Cornerstone Development Cornerstone Performance Cornerstone Careers

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Immediate Cross-Sale Opportunities

Learning

Saba Meeting for Cornerstone Learning Cornerstone Performance Cornerstone Careers TalentLink

*Standalone Only

Saba Org Planning for Cornerstone HR If client moves from TalentSpace to: CCA for Saba Learning

Performance Recruiting & HR

Saba Classroom for Cornerstone Learning

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Financial Review

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Q1 Performance

Q1 2019 GAAP Q1 2019 Non- GAAP Q1 2020 GAAP Adjustments(1) Q1 2020 Non-GAAP Guidance Difference

Subscription Revenue $131.3M $131.3M $144.4M $-M $144.4M $143.0 - $145.0 $0.4M Total Revenue $140.1M $140.1M $150.1M $-M $150.1M $147.0 - $150.0 $1.6M Cost of Sales $33.7M $31.3M $41.9M $(3.8M) $38.1M Gross Margin 76.0% 77.7% 72.1% 74.6% S&M Expenses $54.5M $48.5M $55.3M $(7.8M) $47.6M % of Revenue 38.9% 34.6% 36.9% 31.7% R&D Expenses $27.7M $23.6M $24.1M $(3.4M) $20.7M % of Revenue 19.8% 16.8% 16.0% 13.8% G&A Expenses $22.9M $17.2M $24.7M $(5.9M) $18.8M % of Revenue 16.4% 12.3% 16.5% 12.5% Acquisition-related Costs $-M $-M $6.8M $(6.8M) $-M Operating Margin 0.9% 14.0% (1.8%) 16.6% Low Teens Operating Margin ~4pts

Notes: (1) Please see the appendix for a GAAP to Non-GAAP reconciliation

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Summary of Transaction Terms

$500 $600 $700 $800 $900 $1,000 $1,100 $1,200 $1,300 $1,400 $1,500 Price at Annoucement Final Purchase Price

$1,395M $1,295M

(1)

($ in millions)

(2)

Equity Cash

(1) 1,110,352 shares of common stock were issued at $0.0001 par value. $29.62 on closing date (April 22, 2020) and $55.05 on the announcement date (February 24, 2020) (2) Buyer also agreed to pay certain seller transaction fees, which are not included here
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Components of Debt

Term Loan B

  • $1,005M
  • LIBOR + margin w/ cap (1)
  • Maturity: 7 years, quarterly

interest payment

  • Mandatory principal payments:

1% annually, paid quarterly

5.75% Convertible

  • $300M
  • 5.75% cash coupon
  • Interest paid semi-annually in

January and July

  • Maturity extended to March

2023

  • Convertible @ $42/ share into

7.14M shares

Revolving LOC

  • $150M, $50M initially available
  • LIBOR + margin w/ cap (1)
  • Maturity: 5 years

Due to volatility in the debt markets, the deal was closed and funded prior to marketing efforts being undertaken

(1) Final margin will be determined by market pricing
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Q1 2020 Adjustments Pro Forma Q1 2020 ($MM) Amount Amount Leverage(1) Cash & Cash Equivalents $456 ($342)2 $114 (0.4x) Revolving Credit Facility ($150MM)

  • New Term Loan B
  • $1,005

1,005 3.7x Total Secured Debt $0 $1,005 3.7x Net Secured Debt ($456) $891 3.2x 5.75% Senior Convertible Notes 300

  • 300

1.1x Total Debt $300 $1,305 4.8x Net Debt ($156) $1,191 4.3x Market Capitalization @ $32/share 1,961 $36(2) 1,997 Total Capitalization $1,805 $3,188 Cash & Cash Equivalents $114 Available Revolving Credit Facility 50 Total Liquidity $164

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Pro Forma Capitalization and Liquidity

(1) Denominator used for leverage is calculated as: LTM proforma non-GAAP Operating Income plus depreciation, amortization and $50 million of synergies, excluding one-time costs to achieve those synergies. (2) Market value of shares issued to sellers

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Net Leverage = 4.3x

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Financial Framework

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Q1:20 Q2:20 Q3:20 Q4:20 Q1:21 Q2:21 Q3:21 Q4:21 Total Liquidity New ARR

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Liquidity Grows Even Without New Sales

Even if we sell $0 in new ARR between Q2 2020 and Q4 2021, we expect our pro forma liquidity to grow and exceed $225M at the end of 2021

One-time fees and lack of full synergy realization weigh on cash flow in the early quarters By 2H:2020, one-time costs start to dissipate, and synergy realization reaches full potential, lifting cash flow, despite the soft ARR. Assume no new ARR sold after Q1: 2020

(1) Q1 20 is pro-forma liquidity assuming the Saba acquisition closed (2) Assumes flat renewal rates for CSOD and an increase in churn for Saba (3) Chart is drawn approximately to scale and not intended to be a precise measurement tool

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Financial Targets

General Note: Figures are based on management’s current expectations and beliefs, and subject to a number of factors and uncertainties that could cause actual results to differ materially from those described here. There is no assurance that the actual results anticipated by us will be realized or that, even if substantially realized, will have the expected consequences to, or effects on, our business or operations (1) Annualized cost synergies excludes any one-time costs to achieve those synergies. (2) uFCF Margin does not assume a normalization of cash taxes. Assumes current level of cash taxes.

2019

(Excl. Cost Synergies)

2019

(Incl. Cost Synergies)

Targets ARR $818M $818M $1Bn+ Revenue $838M $838M $1Bn+ Core Subscription Revenue Growth 11% 11% Non-GAAP Op Inc plus D&A $211M $261M ~$350M+ uFCF Margin 21% 27% 30%+(2)

$50MM

in Annualized Cost Synergies(1)

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Q&A

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Appendix: Modeling Considerations

Value One-time advisory & financing costs ~$70M (100% in 2020; 0% in 2021) One-time restructuring and integration costs (1) ~$65M (~85% in 2020; ~15% in 2021) Cash interest paid per year (estimate) ~$70M 2020 cash taxes paid ~$8M 2020 estimated fully diluted shares outstanding (2) 69M 2020 capex ~$6M

(1) Includes severance, integration costs, systems and other costs that are not expected to continuingly repeat and are directly related to the Saba acquisition. (2) Includes the additional shares issued to the sellers as part of the Saba acquisition

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Appendix: GAAP to Non-GAAP Reconciliations

Reconciliation of operating income (loss) and operating margin:

Q1 2020 Q1 2019 Income (loss) from operations $(2,739) $1,231 Operating margin (1.8%) 0.9% Adjustments to loss from operations Less: Stock-based compensation (1) 19,109 17,045 Less: Amortization of intangible assets 1,746 1,286 Acquisition costs

(2)

6,811

  • Non-GAAP operating income

$24,927 $19,562 Non-GAAP operating income margin 16.6% 14.0%

(1)The difference between stock-based compensation presented above and stock-based compensation as reported in the consolidated statement of operations for the three months ended

March 31, 2020, represents an amount accrued for cash bonuses as of December 31, 2019, which was settled in equity during the first quarter of 2020.

(2)Costs related to the acquisitions of Clustree SAS and Saba Software, Inc.

$ in thousands

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Appendix: GAAP to Non-GAAP Reconciliations

(1)The difference between stock-based compensation presented above and stock-based compensation as reported in the consolidated statement of operations for the three months ended

March 31, 2020, represents an amount accrued for cash bonuses as of December 31, 2019, which was settled in equity during the first quarter of 2020.

Q1 2020

GAAP Stock Based Compensation(1) Amortization of Intangible Assets NON-GAAP Cost of Revenue $41,924 $(2,138) $(1,663) $38,123 Sales & Marketing 55,330 (7,674) (83) 47,573 Research & Development 24,085 (3,386)

  • 20,699

General & Administrative 24,725 (5,911)

  • 18,814

Total Adjustments $(19,109) $(1,746)

Q1 2019

GAAP Stock Based Compensation Amortization of Intangible Assets NON-GAAP $33,695 $(1,136) $(1,286) $31,273 54,505 (6,047)

  • 48,458

27,746 (4,196)

  • 23,550

22,940 (5,666)

  • 17,274

$(17,045) $(1,286)

$ in thousands

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