Cornerstone Q1 2020 Earnings Presentation Safe Harbor This - - PowerPoint PPT Presentation
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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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.
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 CensusQ1:20 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
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
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
$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
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 here33
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, $50M initially available
- LIBOR + margin w/ cap (1)
- Maturity: 5 years
Due to volatility in the debt markets, the deal was closed and funded prior to marketing efforts being undertaken
(1) Final margin will be determined by market pricingQ1 2020 Adjustments Pro Forma Q1 2020 ($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
Net Leverage = 4.3x
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Financial Framework
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
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
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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