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INST investor deck 05.08.2017

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Page 1: INST investor deck 05.08.2017
Page 2: INST investor deck 05.08.2017

FORWARDING LOOKING STATEMENTS &

NON-GAAP MEASURES

This presentation and the accompanying oral commentary contain “forward-looking” statements, within the meaning of the safe

harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995 that are based on our beliefs and assumptions

and on information currently available to us. Forward-looking statements include information concerning our possible or

assumed future results of operations and financial performance, business strategies, potential growth opportunities and the

effects of competition. Forward-looking statements include all statements that are not historical facts and can be identified by

terms such as “believe,” “will,” “may,” “estimate,” “continue,” “anticipate,” “intend,” “should,” “plan,” “might, ”approximately,”

“expect,” “predict,” “could,” “potentially” or the negative of these terms or other similar expressions.

Forward-looking statements involve known and unknown risks, uncertainties, assumptions and other factors that may cause

our actual results, performance or achievements to be materially different from any future results, performance or

achievements expressed or implied by the forward-looking statements. Important risk factors including, but not limited to, risks

associated with anticipated growth in our addressable market; our potential market opportunity; competitive factors, our ability

to build and expand our sales efforts, risks associated with international operations and general economic and industry

conditions are described more fully in the Quarterly Report on Form 10-Q for the quarter ended March 31, 2017, which was

filed with the Securities and Exchange Commission (the “SEC”) on May 3, 2017 and other documents filed with the SEC and

could cause actual results to vary from expectations.

Forward-looking statements represent our management’s beliefs and assumptions only as of the date of this presentation.

Except as required by law, we assume no obligation to update these forward-looking statements publicly, or to update the

reasons why actual results could differ materially from those anticipated in the forward-looking statements, even if new

information becomes available in the future.

This presentation includes certain non-GAAP financial measures as defined by the SEC rules. These non-GAAP financial

measures are in addition to, and not as a substitute for or superior to measures of financial performance prepared in

accordance with U.S. GAAP. There are a number of limitations related to the use of these non-GAAP financial measures

versus their nearest GAAP equivalents. For example, other companies may calculate non-GAAP financial measures differently

or may use other measures to evaluate their performance, all of which could reduce the usefulness of our non-GAAP financial

measures as tools for comparison. As required by Regulation G, we have provided a reconciliation of those measures to the

most directly comparable GAAP measures, which is available in the appendix.

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Page 3: INST investor deck 05.08.2017

SOFTWAREPEOPLE SMARTER

that makes

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Page 4: INST investor deck 05.08.2017

PRODUCT OVERVIEW VIDEO

4

Page 5: INST investor deck 05.08.2017

$73M

$113M

$152M

$213M

$19M

$32M

$52M

$76M

$92M

$145M

$204M

$289M

2013 2014 2015 2016

$26.1M

$44.4M

$73.2M

$110.9M

2013 2014 2015 2016

+70%

+65%

+51%

100% native cloud

1As of March 31, 2017

>100% retention revenue

THE INSTRUCTURE STORY

High Growth Subscription Revenue

>2,000 customers in 50 countries1

Recurring (2016 ~88%)

Non-recurring (2016 ~12%)

5

Deferred Revenue

Backlog

Backlog & Deferred Revenue 2017 Total Addressable Market

$6.4 Billion

Headquartered in Salt Lake City

with 1000+ employees worldwide

Flagship products Canvas & Bridge

EDU

CORP

91% Customer Support Satisfaction

Offices in London, Sydney, Hong Kong, Brazil

Page 6: INST investor deck 05.08.2017

BUILDING SUPERIOR SOFTWARE THAT MEETS EVOLVING CONSUMER DEMAND

Consumerized Collaborative

Mobile Engaging

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Page 7: INST investor deck 05.08.2017

SUBSTANTIAL MARKET OPPORTUNITYWith Numerous Adjacencies

2016

2018

Learning Management

Performance Management

Workforce Management

Recruiting

Compensation Management

$7.8 Billion1

$6.4 Billion2

$5.1 Billion1

$5.5 Billion2

1 Learning Management System Market. Source: MarketsandMarkets, October 2013. 2 Represents market opportunity for Performance Management, Workforce Management, Recruiting and

Compensation Management. Source: IDC, June 2015. These additional markets may present opportunities for Instructure.

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Page 8: INST investor deck 05.08.2017

WE ARE THE CENTER OFTHE LEARNING ECOSYSTEM

Corporations Schools

Information Systems/AnalyticsContent Applications

LEARNING MANAGEMENT SYSTEMS

Instructors Learners

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Page 9: INST investor deck 05.08.2017

OVER 2,000 CUSTOMERSACROSS CATEGORIES

Hig

he

r E

dK

–12

Inte

rna

tio

na

lC

orp

ora

te

City University

of Hong Kong

Used by 7

Ivy League

Schools

Used by K-12

Schools in

49 States

Serving

50+

Countries

Rapid

Adoption

Since 2015

1As of May 4th, 2016.

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1

Page 10: INST investor deck 05.08.2017

10

BRIDGE

CANVAS INTERNATIONAL

CANVAS K-12

CANVAS HIGHER ED

GROWTH STRATEGY OFFERSCONTINUED REVENUE STREAMSNew Products + New Markets = Expanded TAM

2011 2012 2013 2014 2015 2016 2017

Page 11: INST investor deck 05.08.2017

GROWTH STRATEGY OFFERSCONTINUED REVENUE STREAMS

11

BRIDGE

CANVAS INTERNATIONAL

CANVAS K-12

CANVAS HIGHER ED

NEWPRODUCTS

New Products + New Markets = Expanded TAM

2011 2012 2013 2014 2015 2016 2017 & Beyond…

Page 12: INST investor deck 05.08.2017

INSIDE INSTRUCTURE

POWERFUL MISSION OPEN CULTURE CUTTING EDGE TECH

12

CUSTOMER CONFERENCE

Page 13: INST investor deck 05.08.2017

INNOVATIVE MANAGEMENT

Josh Coates

EMC Corp • Mozy.com • Scale Eight

CEO

Steve Kaminsky

Radisphere • TriZetto • Ernst & Young •

McDonald’s Corporation

CFO

SVP People and Places

Jeff Weber

Ancestry • The Russell Group •

Shell Oil CompanyFamilySearch • Microsoft

David BurggraafSVP Engineering

Vmware • InfoTrax Systems • GE

Mitch MacfarlaneCOO

Marc Maloy

HireRight • Certico

EVP Worldwide Sales

Misty Frost

Datamark • Critical Mass •

Sumus Interactive• Dahlin Smith White

SVP Marketing

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Matt Kaminer

Collective • Epocrates •

MediMedia USA • WebMD

SVP General Counsel and Secretary

Page 14: INST investor deck 05.08.2017

FINANCIAL HIGHLIGHTS

14

Attractive

Long Range Model

Strong Unit

Economics

Investing for

Continued Growth

Enhanced Visibility

Through Multi-Year Contracts

Solid Revenue

Growth

Page 15: INST investor deck 05.08.2017

$44.4M

$73.2M

$110.9M

$34.0M

2014 2015 2016 YTD

+65%

+51%

Revenue Growth

REVENUE & PROFITABILITY HISTORY2014 – Q1 2017

1Non-GAAP gross margin is before stock-based compensation and payroll tax expense on secondary stock purchase transactions. 2Operating loss before stock-based compensation, payroll tax expense on secondary stock purchase transactions and amortization of acquisition-related intangibles

67% 68%

71% 72%

2014 2015 2016 YTD

Non-GAAP Gross Margin1

(66%)

(57%)

(39%)

(28%)

2014 2015 2016 YTD

($29M)($41M)

($43M)

($9M)

Non-GAAP Operating Loss as a

% of Revenue2

15

Recurring (2016 ~88%)

Non-recurring (2016 ~12%)

Page 16: INST investor deck 05.08.2017

$32M

$52M

$76M

Dec-31-2014 Dec-31-2015 Dec-31-2016

ENHANCED VISIBILITY INTO FUTURE PERIODS2014 – 2016

Deferred Revenue

$113M

$152M

$213M

Dec-31-2014 Dec-31-2015 Dec-31-2016

Backlog1

1Backlog represents future non-cancellable amounts to be invoiced under our agreements.

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Page 17: INST investor deck 05.08.2017

72% 71%

60%

53%

2014 2015 2016 YTD

Non-GAAP Sales and Marketing1

(% of Revenue)

INVESTING FOR GROWTH

1Non-GAAP Sales and Marketing, Research and Development and General and Administration expenses are before stock-based compensation, payroll tax expense on secondary stock

purchase transactions and amortization of acquisition-related intangibles.

38%

31%

29% 29%

2014 2015 2016 YTD

Non-GAAP Research and

Development1

(% of Revenue)

23%

22%

21%

18%

2014 2015 2016 YTD

Non-GAAP General and

Administration1

(% of Revenue)

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Page 18: INST investor deck 05.08.2017

SEASONALLY STRONG Q3LEADS TO RAPIDLY EXPANDING FCF

Non-GAAP Gross Margin2 %

1Free cash flow is a Non-GAAP measure and is derived by netting operating cash flow with capital expenditures and proceeds from disposal of property and equipment.

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1

($14.8M) ($15.0M)

$18.4M

($14.5M)

($21.3M)

($10.8M)

$20.1M

($17.3M)

($31.2M)

Q1-15 Q2-15 Q3-15 Q4-15 Q1-16 Q2-16 Q3-16 Q4-16 Q1-17

Page 19: INST investor deck 05.08.2017

HIGH CUSTOMER LIFETIME VALUEC

um

ula

tiv

e C

on

trib

uti

on

19

LifetimeCustomer Acquisition Costs

Breakeven

Customer

Lifetime Value

ACQUIRE RETAIN RENEW

Page 20: INST investor deck 05.08.2017

55%67% 65% 66% 61%

-111%

2011 2012 2013 2014 2015 2016Customer

Start Date

CM %

STRONG FOUNDATION FORBUILDING TOWARD PROFITABILITY2016 Contribution Margin1 by customer cohort; based on Full Year 2016 revenue and expenses

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1Defined as gross margin less sales, direct marketing and account management expense. 2Lower primarily due to early adopter pricing. 3Lower primarily due to cost of services completed in 2016 for late 2015 customers. 41st year cost (2016) includes customer acquisition and implementation

2 3 4

Page 21: INST investor deck 05.08.2017

LONG-RANGE MODEL

2013 2014 2015 2016Long-Term

Target

1Non-GAAP cost of revenue is before stock-based compensation and payroll tax expense on secondary stock purchase transactions. 2Non-GAAP operating expenses are before stock-based compensation, payroll tax expense on secondary stock purchase transactions and amortization of acquisition-related intangibles.

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Revenue 100% 100% 100% 100% 100%

Cost of

Revenue1 41% 33% 32% 29% ~25%

Non-GAAP

Gross Margin59% 67% 68% 71% ~75%

S&M2 72% 72% 71% 60% 26-28%

R&D2 36% 38% 31% 29% 15-17%

G&A2 19% 23% 22% 21% 9-10%

Non-GAAP

Operating

Income/Loss

(68%) (66%) (57%) (39%) 20-25%

Page 22: INST investor deck 05.08.2017

INVESTMENT HIGHLIGHTS

Rapid and Widespread

Customer Adoption

Substantial

Market Opportunity

Native,

Cloud-Based Platform

Focused on

User-Experience

and Simplicity

Solid

Revenue

Growth

Enhanced Visibility

Through Multi-Year

Contracts

22

Net Revenue

Retention

Greater than 100%1

1 Net revenue retention rate is calculated by dividing the total revenue obtained from a particular customer in a given month by the total revenue from that customer from the same

month in the immediately preceding year.

Page 23: INST investor deck 05.08.2017

APPENDIX

Page 24: INST investor deck 05.08.2017

Q1'15 Q2'15 Q3'15 Q4'15 Q1'16 Q2'16 Q3'16 Q4'16 Q1'17

Revenue $14.6M $15.9M $20.9M $21.8M $23.3M $25.9M $30.1M $31.5M $34.0M

YoY% 70% 66% 68% 59% 59% 63% 44% 45% 46%

Cost of Sales $4.9 $5.5 $6.8 $6.8 $7.3 $7.6 $8.6 $9.1 $9.6

Gross Profit $9.7M $10.3M $14.1M $15.0M $16.0M $18.3M $21.5M $22.4M $24.4M

GM% 66% 65% 67% 69% 68% 71% 71% 71% 72%

S&M $11.1 $14.1 $13.2 $15.2 $16.2 $18.0 $17.8 $18.0 $19.0

% of Rev 76% 88% 63% 70% 69% 70% 59% 57% 56%

R&D $5.3 $5.6 $6.5 $6.7 $7.8 $8.7 $9.3 $10.1 $11.2

% of Rev 36% 36% 31% 31% 33% 34% 31% 32% 33%

G&A $10.0 $3.9 $4.5 $5.0 $5.7 $6.0 $6.7 $7.1 $7.0

% of Rev 69% 25% 22% 23% 25% 23% 22% 23% 21%

OPEX $26.4M $23.6M $24.2M $26.9M $29.7M $32.8M $33.8M $35.3M $37.2M

% of Rev 180% 149% 116% 123% 127% 127% 112% 112% 109%

Operating Loss ($16.7M) ($13.3M) ($10.1M) ($11.9M) ($13.8M) ($14.5M) ($12.3M) ($12.8M) ($12.8M)

% of Rev (114%) (84%) (48%) (55%) (59%) (56%) (41%) (41%) (38%)

Warrant liability expense ($0.5) ($0.0) ($0.0) ($0.1) $0.1 $0.0 ($0.0) $0.0 ($0.0)

Other Income/Expense ($0.1) ($0.0) ($0.1) ($0.0) ($0.0) ($0.0) ($0.0) ($0.0) $0.1

Loss before income taxes ($17.3M) ($13.3M) ($10.2M) ($12.0M) ($13.7M) ($14.5M) ($12.3M) ($12.9M) ($12.7M)

Income taxes $0.0 ($0.0) ($0.0) ($0.1) ($0.0) ($0.1) ($0.0) ($0.1) ($0.0)

Net Loss ($17.3M) ($13.3M) ($10.2M) ($12.1M) ($13.7M) ($14.6M) ($12.3M) ($12.9M) ($12.7M)

% of Rev (118%) (84%) (49%) (56%) (59%) (56%) (41%) (41%) (37%)

GAAP INCOME STATEMENT

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Page 25: INST investor deck 05.08.2017

Q1'15 Q2'15 Q3'15 Q4'15 Q1'16 Q2'16 Q3'16 Q4'16 Q1'17

Revenue $14.6M $15.9M $20.9M $21.8M $23.3M $25.9M $30.1M $31.5M $34.0M

YoY% 70% 66% 68% 59% 59% 63% 44% 45% 46%

Cost of Sales $4.9 $5.5 $6.7 $6.7 $7.2 $7.4 $8.4 $8.9 $9.4

Gross Profit $9.8M $10.4M $14.2M $15.1M $16.1M $18.5M $21.8M $22.7M $24.6M

GM% 67% 66% 68% 69% 69% 72% 72% 72% 72%

S&M $10.9 $13.8 $12.8 $14.7 $15.5 $17.3 $17.0 $17.2 $18.0

% of Rev 75% 87% 61% 67% 67% 67% 56% 54% 53%

R&D $5.0 $5.4 $6.2 $6.2 $7.0 $7.9 $8.3 $9.0 $10.0

% of Rev 34% 34% 30% 28% 30% 30% 27% 29% 29%

G&A $3.3 $3.8 $4.3 $4.6 $5.1 $5.4 $5.9 $6.3 $6.0

% of Rev 22% 24% 20% 21% 22% 21% 20% 20% 18%

OPEX $19.2M $22.9M $23.3M $25.5M $27.7M $30.6M $31.2M $32.5M $34.0M

% of Rev 131% 144% 111% 117% 119% 118% 104% 103% 100%

Operating Loss ($9.4M) ($12.5M) ($9.1M) ($10.4M) ($11.5M) ($12.1M) ($9.5M) ($9.9M) ($9.4M)

% of Rev (64%) (79%) (43%) (48%) (49%) (47%) (31%) (31%) (28%)

Net Loss ($9.6M) ($12.5M) ($9.2M) ($10.5M) ($11.6M) ($12.1M) ($9.5M) ($10.0M) ($9.4M)

% of Rev (65%) (79%) (44%) (48%) (50%) (47%) (32%) (32%) (28%)

NON GAAP INCOME STATEMENT

Non GAAP Net Operating Loss excludes change in fair value warrant liability.

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Page 26: INST investor deck 05.08.2017

2013 2014 2015 2016 YTD

GAAP Operating Loss ($21.8M) ($38.7M) ($52.0M) ($53.4M) ($12.8M)

Amortization of Acquisition Related Intangibles

Cost of Sales $- $- $- $- $-

S&M - - - - -

R&D - 0.0 0.0 0.0 -

G&A - - - - -

Total - $0.0M $0.0M $0.0M -

Stock Compensation Expense

Cost of Sales $0.0M $0.3M $0.3M $1.0M $0.2M

S&M 1.6 2.9 1.2 3.0 1.0

R&D 1.6 4.0 1.4 3.9 1.2

G&A 0.4 1.1 6.3 2.8 1.0

Total $3.6M $8.2M $9.2M $10.7M $3.4M

Payroll Tax on Secondary Stock Purchase

Cost of Sales $- $0.0M $- $- $-

S&M 0.3 0.5 - (0.1) -

R&D 0.3 0.7 - (0.1) -

G&A - 0.1 1.3 (0.1) -

Total $0.5M $1.2M $1.3M ($0.2M) -

Non GAAP Operating

Loss ($17.7M) ($29.3M) ($41.4M) ($42.9M) ($9.4M)

GAAP TO NON-GAAP RECONCILIATION

26

Page 27: INST investor deck 05.08.2017

2013 2014 2015 2016 YTDRevenue $26.1M $44.4M $73.2M $110.9M $34.0M

GAAP Gross Margin $15.4M $29.2M $49.1M $78.1M $24.4M

Amortization of Acquisition Related Intangibles - - - - -

Stock Compensation Expense 0.0 0.3 0.3 1.0 0.2

Payroll Tax on Secondary Stock Purchase - 0.0 - - -

Non GAAP Gross Margin $15.5M $29.6M $49.5M $79.1M $24.6M

Non GAAP Gross Margin% 59% 67% 68% 71% 72%

GAAP Sales & Marketing $20.7M $35.4M $53.5M $70.0M $19.0M

Amortization of Acquisition Related Intangibles - - - - -

Stock Compensation Expense 1.6 2.9 1.2 3.0 1.0

Payroll Tax on Secondary Stock Purchase 0.3 0.5 - (0.1) -

Non GAAP Sales & Marketing $18.8M $32.1M $52.2M $67.0M $18.0M

Non GAAP Sales & Marketing % 72% 72% 71% 60% 53%

GAAP Research & Development $11.2M $21.3M $24.2M $36.0M $11.2M

Amortization of Acquisition Related Intangibles - 0.0 0.0 0.0 -

Stock Compensation Expense 1.6 4.0 1.4 3.9 1.2

Payroll Tax on Secondary Stock Purchase 0.3 0.7 - (0.1) -

Non GAAP Research & Development $9.4M $16.7M $22.7M $32.2M $10.0M

Non GAAP Research & Development % 36% 38% 31% 29% 29%

GAAP General & Administrative $5.3M $11.3M $23.5M $25.5M $7.0M

Amortization of Acquisition Related Intangibles - - - - -

Stock Compensation Expense 0.4 1.1 6.3 2.8 1.0

Payroll Tax on Secondary Stock Purchase - 0.1 1.3 (0.1) -

Non GAAP General & Administrative $4.9M $10.1M $15.9M $22.8M $6.0M

Non GAAP General & Administrative % 19% 23% 22% 21% 18%

GAAP TO NON-GAAP RECONCILIATION

27

Page 28: INST investor deck 05.08.2017

Q1'15 Q2'15 Q3'15 Q4'15 Q1'16 Q2'16 Q3'16 Q4'16 Q1'17

Net Cash Provided by

Operating Activities($13.9M) ($12.8M) $19.7M ($12.3M) ($18.9M) ($9.5M) $21.7M ($14.9M) ($27.7M)

Purchase of PP&E &

Intangibles, Net of Disposals($0.9) ($2.2) ($1.3) ($2.2) ($2.4) ($1.3) ($1.5) ($2.5) ($3.4)

Free Cash Flow ($14.8M) ($15.0M) $18.4M ($14.5M) ($21.3M) ($10.8M) $20.1M ($17.3M) ($31.2M)

FREE CASH FLOW RECONCILIATION

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