Attached files

file filename
8-K - FORM 8-K - Diligent Corpv336754_8k.htm
EX-99.1 - EXHIBIT 99.1 - Diligent Corpv336754_ex99-1.htm

 

Exhibit 99.2

 

 
 

Legal disclosure In addition to historical information, this presentation may contain “forward- lookingstatements.”Thewords“forecast,”“estimate,”“project,”“intend,”“expect,” “should,” “believe” and similar expressions are intended to identify forward- looking statements. These forward-looking statements involve known and unknownrisks,uncertainties,assumptionsandotherfactorsthatmaycauseour actualresults,performanceorachievementstobemateriallydifferentfromany future results, performance or achievements expressed or implied by such forward-lookingstatements.Theforward-lookingstatementsincludedhereinare madeonlyasofthedateofthisupdate,andwedonotundertakeanyobligation, otherthanasrequiredbylawandtheNZXListingRules,toreleasepubliclyany revisionstosuchforward-lookingstatementstoreflecteventsorcircumstances afterthedatehereofortoreflecttheoccurrenceofunanticipatedevents. 1

 
 

In our view, Diligent’swinning formula includes… 2 Best in class multi-tenant SaaS offering Superior customer service and training Scalable technology that easily adapts to customer requirements Powerful, dynamic SaaS business model Market leadership Unique User Experience

 
 

FY12 Business Highlights 3 » Diligent was added to the NZX 50 Index in June 2012 » For the second year in a row, Diligent was recognized as one of Deloitte’s Fastest Growing Technology Companies in North America » Reached almost 52,000 users worldwide and 2,571 Boards » Diligent now has clients in 32 countries around the world The financial statements are in the process of being audited and are therefore subject to adjustment. All amounts are in $US unless otherwise stated.

 
 

FY12 Financial Highlights 4 » Fiscal 2012 was a strong year characterized by continued top-line growth, margin expansion, and balance sheet strengthening o Annual revenue of $43.7 Million, up 143% y/y o Cumulative sales of $52.3 Million, up 104% y/y o Adj. EBITDA margins of 34%, up 2,100 basis points y/y o Operating cash flow of $22.1 Million, up 218% y/y o Deferred revenue of $17.6 Million, up 107% y/y o Cash balance of $33.3 Million, up 273% y/y » Cumulative Client Agreements now stand at 1,808 as of the end of FY12, up 76% y/y » Client Upgrades totaled $6.8 Million for the year, an increase of 213% y/y » Client retention rate remains at 97% over the trailing 12 months, which we believe is among the best-in-class for “Software-as-a-Service” companies such as Diligent The financial statements are in the process of being audited and are therefore subject to adjustment. All amounts are in $US unless otherwise stated.

 
 

Representative Public Clients 5 Representative Private Clients » Installed customer base of more than 1,800 private and public companies 98% » 2,570+ boards currently using our solution, with approximately 52,000 users 108% –25% of the Fortune 1000 FY10–FY12 CAGR Banking Business Services Construction Consumer Products Energy Entertainment Financial Services Government Health Care Insurance Manufacturing Media Mutual Funds Pharmaceutical Retail Technology TelecommunicationsReal Estate Agriculture Banking Business Services Consumer Products Credit Union Education Entertainment Hudson National Golf Club Environmental Services Food & Beverages Insurance Seafarers Vacation Plan Government Health Care Legal Media Nonprofit Institutions Retail The financial statements are in the process of being audited and are therefore subject to adjustment. All amounts are in $US unless otherwise stated. Large, Installed Customer Base

 
 

Increasing number of customers with high customer retention 6 Customer retention sales Number of users 89% 92% 94% 96% 97% 75% 80% 85% 90% 95% 100% 4,500 7,300 12,000 27,500 52,000 Number of customers 170 280 460 1,025 1,808 The financial statements are in the process of being audited and are therefore subject to adjustment. All amounts are in $US unless otherwise stated.

 
 

Strong track record of revenue growth 7 Annual Growth ($US in millions) $1.7 $2.9 $5.0 $8.3 $18.0 $43.7 2007 2008 2009 2010 2011 2012 % Growth 55% 70% 71% 66% 116% 143% % Revenue composition U.S. NA 86% 84% 79% 76% 70% International NA 14% 16% 21% 24% 30% The financial statements are in the process of being audited and are therefore subject to adjustment. All amounts are in $US unless otherwise stated.

 
 

Strong track record of revenue growth (cont’d) 8 Quarterly Growth ($US in millions) $0.0 $2.0 $4.0 $6.0 $8.0 $10.0 $12.0 $14.0 4 Q 0 7 1 Q 0 8 2 Q 0 8 3 Q 0 8 4 Q 0 8 1 Q 0 9 2 Q 0 9 3 Q 0 9 4 Q 0 9 1 Q 1 0 2 Q 1 0 3 Q 1 0 4 Q 1 0 1 Q 1 1 2 Q 1 1 3 Q 1 1 4 Q 1 1 1 Q 1 2 2 Q 1 2 3 Q 1 2 4 Q 1 2 Diligent has delivered consistent Q-o-Q top-line growth over the last 5 years The financial statements are in the process of being audited and are therefore subject to adjustment. All amounts are in $US unless otherwise stated.

 
 

»Given the software-as-a-service model, increasing revenue results in rapid margin expansion 9 Demonstrated operating leverage $1.0 $1.2 $1.3 $1.5 $1.7 $2.0 $2.2 $2.4 $3.0 $3.7 $4.8 $6.5 $8.2 $10.1 $11.8 $13.6 $2.0 $1.7 $1.6 $1.5 $1.7 $1.7 $1.6 $1.9 $2.0 $2.4 $2.7 $3.4 $3.7 $4.9 $4.5 $5.8 $0.0 $2.0 $4.0 $6.0 $8.0 $10.0 $12.0 $14.0 M a r - 0 9 J u n - 0 9 S e p - 0 9 D e c - 0 9 M a r - 1 0 J u n - 1 0 S e p - 1 0 D e c - 1 0 M a r - 1 1 J u n - 1 1 S e p - 1 1 D e c - 1 1 M a r - 1 2 J u n - 1 2 S e p - 1 2 D e c - 1 2 Revenue Total Operating Expenses ($US in millions) Margin Expansion Note: For presentation purposes, total operating expenses exclude stock based compensation, depreciation and amortization. The financial statements are in the process of being audited and are therefore subject to adjustment. All amounts are in $US unless otherwise stated.

 
 

Strong profitability with consistent margin expansion (16.9%) 13.3% 33.9% (30%) (20%) (10%) 0% 10% 20% 30% 40% 2010 2011 2012 Adj. EBITDA Margin 10 The financial statements are in the process of being audited and are therefore subject to adjustment. All amounts are in $US unless otherwise stated.

 
 

Strong balance sheet ($US in 000’s) December 31, 2012 December 31, 2011 Cash & CashEquivalents $33,311 $8,931 AccountsReceivable, Net 3,018 1,957 Property & Equipment,Net 5,037 2,088 Intangible Assets 217 362 Other Assets 2,021 5,214 Total Assets $43,604 $18,552 AccountsPayable $222 $858 Deferred Revenue 17,581 8,496 Other Liabilities 6,814 1,874 TotalLiabilities $24,617 $11,228 Total Liabilities & Stockholders’ Equity $43,604 $18,552 11 Note: Figures may not add due to rounding. The financial statements are in the process of being audited and are therefore subject to adjustment. All amounts are in $US unless otherwise stated.

 
 

Consistent margin expansion ($US in MM) Q1 2010 Q2 2010 Q3 2010 Q4 2010 Q1 2011 Q2 2011 Q3 2011 Q4 2011 Q1 2012 Q2 2012 Q3 2012 Q4 2012 CumulativeSales $6.9 $7.5 $8.5 $10.0 $11.9 $14.9 $19.7 $25.7 $32.4 $39.2 $45.9 $52.3 Revenues $1.7 $2.0 $2.2 $2.4 $3.0 $3.7 $4.8 $6.5 $8.2 $10.1 $11.8 $13.6 Cost of Revenues $0.6 $0.7 $0.7 $0.8 $0.8 $1.1 $1.4 $1.7 $2.2 $2.4 $2.6 $2.8 Gross Profit $1.1 $1.3 $1.5 $1.6 $2.2 $2.6 $3.4 $4.8 $6.0 $7.7 $9.2 $10.8 Gross Profit Margin % 65% 65% 68% 67% 73% 70% 71% 74% 73% 76% 78% 79% OperatingExpenses: Sales & Marketing $0.6 $0.7 $0.7 $0.7 $0.9 $1.2 $1.4 $1.8 $1.9 $2.1 $2.3 $2.3 General & Administrative* $0.9 $0.8 $0.6 $0.9 $0.9 $0.8 $0.9 $1.1 $1.3 $2.2 $1.6 $2.9 Research & Development $0.2 $0.2 $0.3 $0.3 $0.3 $0.4 $0.4 $0.5 $0.5 $0.6 $0.6 $0.6 Total Operating Expenses $1.7 $1.7 $1.6 $1.9 $2.1 $2.4 $2.7 $3.4 $3.7 $4.9 $4.5 $5.8 Adjusted EBITDA ($0.6) ($0.4) ($0.1) ($0.3) $0.1 $0.2 $0.7 $1.4 $2.3 $2.8 $4.7 $5.0 Adjusted EBITDA Margin % (35%) (20%) (5%) (13%) 3% 5% 15% 22% 28% 28% 40% 37% Net Cash FlowsFrom Operations ($0.4) ($0.5) $0.2 $0.7 $0.6 $0.6 $1.1 $4.6 $3.7 $5.4 $5.7 $7.3 12 » Gross Margins and Adjusted EBITDA Margins continue to expand as the business scales » Rapid margin expansion demonstrates the natural operating leverage in the Diligent business model * For presentation purposes, General & Administrative expenses exclude share based compensation. The financial statements are in the process of being audited and are therefore subject to adjustment. All amounts are in $US unless otherwise stated.

 
 

Summary 13 » As evidenced by Diligent’sstrong FY12 results, the Company’s senior management continues to deliver on both profitability and revenue growth, which is testament to Diligent’scommitment to execution and to delivering a superior customer experience » We believe Diligent’sstrategies that led to the exceptional 2012 results will continue through 2013 » Geographic expansion is ongoing and in our view, there is plenty of global opportunity with both public and private companies » The efforts to improve the Boardbooksoffering are ongoing, and we have no doubt that the product at the end of 2013 will be even better than the product it is today » Diligent plans to further invest in company infrastructure and Corporate Services resources, along with Research and Development and Marketing » Implementing robust internal controls is one of the Company’s top priorities, including appropriate processes and resources to ensure our governance and compliance performance improves to the standard of excellence that Diligent is known for as a company The financial statements are in the process of being audited and are therefore subject to adjustment. All amounts are in $US unless otherwise stated.

 
 

Non-GAAP Financial Measures TheCompanyusesNewSales,CumulativeSalesandAdjusted EBITDA margins as non-GAAP financial performance measurements. New Sales represents the annual license and subscription fees due from clients under their agreements with Diligent which were signed during the fiscal year. This also includesnetadditions/deductionstolicenseandsubscriptionfees due from clients under previously existing agreements. Cumulative Sales represents the total amount of license and subscription fees due from clients during the fiscal year under agreementsineffectattheendofthefiscalyear.Thisfigureis adjusted for foreign exchange fluctuations. Adjusted EBITDA marginsisdefinedandreconciledtoGrossProfitmarginonpage 12 of this presentation. New Sales and Cumulative Sales are provided to investors to supplement the results of operations reportedinaccordancewithGAAP.TheCompany’smanagement usesthesenon-GAAPfinancialmeasuresinternallyinanalyzing itsfinancialresultsandbelievestheyareusefultoinvestors,asa supplementtothecorrespondingGAAPmeasures,inevaluating theCompany’songoingoperationalperformanceandtrendsand incomparingitsfinancialmeasureswithothercompaniesinthe sameindustry,manyofwhichpresentsimilarnon-GAAPfinancial measures to help investors understand the operational performanceoftheirbusinesses.However,itisimportanttonote thattheparticularitemstheCompanyexcludesfrom,orincludes in, its non-GAAP financial measures may differ from the items excluded from, or included in, similar non-GAAP financial measuresusedbyothercompaniesinthesameindustry. Non-GAAP financial measures should not be considered in isolationfrom,orasubstitutefor,financialinformationpreparedin accordancewithGAAP. 14