PowerPoint Presentation · This presentation contains certain non-GAAP financial measures. For a...

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June 2018 Investor Presentation

Transcript of PowerPoint Presentation · This presentation contains certain non-GAAP financial measures. For a...

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June 2018

Investor Presentation

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©2017 Vocera Communications. All rights reserved. ©2017 Vocera Communications. All rights reserved.

Safe Harbor and Other InformationThis presentation contains “forward‐looking” statements that are based on our management’s beliefs and assumptions and on information currently available to management. We intend for such forward‐looking statements to be covered by the safe harbor provisions for forward‐looking statements contained in the U .S. Private Securities Litigation Reform Act of 1995. Forward‐looking statements include information concerning the market shifting to Vocera, the components of our mission, our accelerating operating leverage and target operating leverage model, and potential future products and services.

Forward‐looking statements include all statements that are not historical facts and can be identified by terms such as “anticipates,” “believes,” “could,” “seeks,” “estimates”, “targets,” “guidance,” “expects,” “intends,” “may,” “plans,” “potential,” “predicts,” “prospects,” “projects,” “should,” “will,” “would” or similar expressions and the negatives of those terms, although not all forward‐looking statements contain these identifying words. Forward‐looking statements involve known and unknown risks, uncertainties 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. We cannot guarantee that we will achieve the plans, intentions, or expectations disclosed in our forward‐looking statements, and you should not place undue reliance on our forward‐looking statements.Forward-looking statements represent our management’s beliefs and assumptions only as of the date of this presentation. We undertake no obligation, and do not intend, to update these forward‐looking statements, to review or confirm analysts’ expectations, or to provide interim reports or updates on the progress of the current financial quarter. For a more complete discussion of factors that could materially affect our financial results and operations, please refer to our Quarterly Report on Form 10-Q for the period ended March 31, 2018 that we have filed with the SEC, including Part II, Item 1A, “Risk Factors,” and other reports that we file with the SEC. Copies of reports we file with the SEC are posted on our website and are available from us without charge.

This presentation shall not constitute an offer to sell or a solicitation of an offer to purchase securities, and shall not constitute an offer, solicitation or sale in any state or jurisdiction in which or to any person to whom such an offer, solicitation or sale would be unlawful. This presentation is strictly confidential and is being made solely in reliance on applicable exemptions from the registration requirements of the Securities Act of 1933. The securities of the Company have not been registered under the Securities Act of 1933 or any state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act of 1933 and applicable state laws. Any purchaser of such securities will be deemed to have made certain representations and acknowledgments, including, without limitation, that the purchaser is a "qualified institutional buyer" as defined in Rule 144A under the Securities Act of 1933.

Statement Regarding Use of Non-GAAP Financial MeasuresThis presentation contains certain non-GAAP financial measures. For a presentation of the most directly comparable financial measures calculated in accordance with GAAP, and a reconciliation of these non-GAAP measures to the GAAP measures, please see the appendix.

The non-GAAP financial measures we present are in addition to, and not a substitute for, or superior to, financial measures calculated in accordance with GAAP. We encourage investors to carefully review our results of operations under GAAP in addition to the non-GAAP information we present to more fully understand our business.

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Forward-Looking Statements

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• Large market shifting toward Vocera

• Market leader with compelling ROI

• Large wins validate sales strategy

• Software acquisition extends platform

• Accelerating operating leverage

Our Opportunity

* The Company adopted ASC 606 effective January 1, 2018. 2016 and 2017 are adjusted in accordance with the Company’s adoption of ASC 606 under the full retrospective method. Prior to the adoption of ASC 606 revenue in 2016 and 2017 was $127.7MM and $162.5MM, respectively. The adoption of ASC 606 did not impact 2014 or 2015. Appendix for a reconciliation.

YoY Rev. Growth (7%) 9% 27% 26%

$95$104

$132

$166

FY14 FY15 FY16 FY 17

Revenue

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Past Present

Communications

Badge-Centric

Point Product

Department Sale

Clinical Workflow

Software-Centric

Complete Solution

Hospital Sale

Strategic Evolution

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Future

Smart Health System

Cloud-Centric

Platform Ecosystem

Health System Sale

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Quality ResiliencyPatient-CenteredCostEnhance how care is

provided to help patients to achieve

better outcomes

Increase operational efficiencies

Improve patient experience by allowing

caregivers to be Patient Centered

Improve the caregiver experience by improving

workflow and empowering care teams

The Quadruple Aim

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Our Mission

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Broadcast to OR Turnover

Call on-call Orthopedic Surgeon

Secure text to on-call Cardiologist

Urgent call to ED Charge Nurse

Communication Transformed

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Communicate, Collaborate, Act

PHYSICIAN✓ Collaborate whether inside

or outside the hospital

NURSE✓Reach the right person

without names or numbers

NURSE SUPERVISOR ✓Keep nurses and

patients safer

HOSPITALIST ✓Receive timely, relevant

patient information

HOUSEKEEPING✓ Increase bed turnover

Alert & Alarm Intelligence

Electronic Health Record

Nurse Call

Physiologic Monitor

Bed Management

Real-TimeLocation System

Laboratory Info System

Dynamic Master Directory

CLINICAL SYSTEMS CARE PROVIDERS

Communication Routing

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10 minute savingsper nurse per shift

Bed turnover rates up 50%

OR revenues up $780,000

350 more annual OR capacity hours

4,000 annual ED hours recaptured

Operational Efficiency

Response times down from 2 minutes to9 seconds

35% overall satisfaction rating improvement

25% improvement in HCAHPS scores

Fall related injuries down 60%; estimated $1.27 mm savings

Patient Safety and Satisfaction

Compelling Return on Investment

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Recent Platform Wins Validate Strategy

MEDCOM

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6,986 Hospitals in the U.S.(1)

U.S. Hospitals1118

(1)

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Large Global Market Opportunity

(1 ) Based on Definitive US Healthcare Database. As of December 31, 2017

International Healthcare Facilities

~250

Global Non-Healthcare Facilities

~270

~$6 Billion Global Market Opportunity

1118

5220

Vocera Hospitals US Hospitals

18% U.S. Penetration Rate(1)

(6338 Total US Hospitals)

*Federal numbers are for acute care hospitals, do not include clinics or ambulatory care centers

~130 new healthcare facilities in 2017

Fed Hospitals(1)

Vocera* Total(1)

VA 73 164

DoD 21 46

Total 94 210

U.S. Healthcare(non hospital)

100

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Competitive Landscape

✓ Complete end-to-end solution

✓ Device of choice

✓ Hands-free

✓ Role-based intelligence

High Competitive Win Rate

✓ Enterprise Class

✓ Clinical integration

✓ Secure

✓ World class service/support

Stat

us

Qu

oW

irel

ess

Dev

ices

Sma

rtp

ho

ne

A

pp

s

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Streamlining the Patient Journey

Admission, discharge,

transfer

Test results

Nurse-physician consult

Obtain, clarify, change

orders

Update Patient status

Streamline Patient

flow

“The RTHS uses information and communication technology to reduce the time in which patient information and medical knowledge is collected, analyzed, shared and applied.”

Source: Gartner Real-Time Health System Technologies, July 2017

Requirements:

• Context Aware

• Integrated

• Collaborative

• Patient-Centric

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(1) Earnings before interest, taxes, depreciation and amortization, and further excludes stock -based compensation and change in fair value of warrant and option liabilities. See appendix for a reconciliation. 2016 and 2017 are adjusted in accordance with the Company’s adoption of ASC 606 under the full retrospective method. Prior to the company’s adoption of ASC 606 revenue was $127.7 MM and $162.5MM in 2016 and 2017, respectively; and adjusted EBITDA was $4.3MM and $13.1MM in 2016 and 2017, respectively.

Revenue (1) Financial Highlights

Adjusted EBITDA

$36.6 $40.2

$132.0 $166.0

Q117 Q118 2016 2017

($ in

Mill

ion

s)

-$0.6

$1.8$10.1

$16.4Q117 Q118 2016 2017

($ in

Mill

ion

s)

Q1 2018 Results exceeded expectations • Revenue Growth Q1: 10%, 2017: 26%

• Software Growth Q1: 41%, 2017: 26%

• Backlog + Deferred Revenue $109.2 million

Solid Customer Base and Value Proposition• 95%+ s/w maintenance renewal rate

• Strong competitive win rate

Expanding Profitability and Cash Flow• A-EBITDA $16.4 million in 2017 (1)

• A-EBITDA $1.8 million in Q118

• Cash balance $200+ million

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+10% +26%

Financial Highlights

N/MMargin (%) 4.5% 7.7% 9.9%

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% 2017 Revenue (1)

18%

SoftwareMaintenance*All recurring

32%

ProfessionalServices*15%+ recurring

13%

37%Devices *44% recurring

Diversified Revenue, High Visibility

• Greater than 50% of revenues are recurring

• High visibility

• Low customer concentration

Software*10%+ subscription

*%’s are of the specific category, not company revenue.

(1) Reflects the company’s adoption of ASC 606

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SoftwareMaintenance

Professional Services

Software

Hardware

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Larger Deals, Higher Software Mix

$9.4M $14.9M $14.4M $3.5M $3.1M

$ values are in bookingsVA = New facilities added in 2017

$1.9M

31%

18%

32% 30%

13%

34%

12%

14%

13% 19%

24%

15%

39%

29%

35%19%

56%

51%

18%

39%

20%

32%

7%

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Actual

2014 2015 2016 2017

R&D % of Revenue 17% 15% 13% 15%

S&M % of Revenue 47% 41% 35% 31%

G&A % of Revenue 13% 12% 11% 10%

Target Model

12%

29%

8%

Sales

Notes

• All numbers are non-GAAP, see appendix for reconciliation. • Mean peer group enterprise value comps are 3-4x Revenue and 12-15x A-EBITDA.• 2016 and 2017 reflect the company’s adoption of ASC 606. Prior to the Company’s adoption of ASC 606 the corresponding percentages would have been as follows. For 2016:

63%, 13%, 37%, 11%, 61% and 3% for Gross Margin, R&D % of Revenue, S&M % of Revenue, G&A % of Revenue, Opex % of Revenue and Adjusted EBITDA, respectively. For 2017: 64%, 16%, 32%, 10%, 58%, and 8% for Gross Margin, R&D % of Revenue, S&M % of Revenue, G&A % of Revenue, Opex % of Revenue and Adjusted EBITDA, respectively.

Drivers

Operating Leverage Drives Significant Value

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Thank you!

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Appendix

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Capital Structure Summary

(($March 31, 2018March 31, 2018

Pro Forma for Offering

Cash (1) $81.8(1) $211.7 (2)

Total Debt $0.0 $143.8

Notes: (1) Includes cash, cash equivalents, and short-term investments(2) Based on $81.8MM cash, cash equivalents and investments as of 3/31/18 plus net offering proceeds of $129.9MM convertible debt issuance

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$143.8M of Convertible Notes due 2023• 5-year Non-call life• Coupon: 1.5%• Conversion Premium of 60% ($38.94) with

Call Spread• Effective Cost of Capital with Call Spread:

2.7%

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GAAP to Non-GAAP Reconciliations of Net Income to Adjusted EBITDA 2014-2017

As

Adjusted

As

Reported

Change As

Adjusted

As

Reported

Change

GAAP net income (loss) (10,897) (14,217) 3,320 (11,400) (17,267) 5,867

Add back:

Stock compensation expense 18,196 18,196 - 12,035 12,035 -

Acquisition related expenses 1,269 1,269 - 5,822 5,822 -

Interest income (549) (549) - (627) (627) -

Depreciation and amortization expense 7,643 7,643 - 3,770 3,770 -

Provision for income taxes 759 759 - 529 529 -

Non-GAAP adjusted EBITDA 16,421 13,101 3,320 10,129 4,262 5,867

As Adjusted: financials recast in accordance with the Company's adoption of ASC 606.

As Reported: financials as initially reported and does not include adjustments related to the adoption of ASC 606.

Year Ended December 31, 2017 Year Ended December 31, 2016

2015 2014

GAAP net loss (17,106)$ (28,297)$

Add back:

Stock compensation expense 11,005 11,084

Acquisition expense - 899

Litigation expense 9 630

Restructuring expense - 654

Interest income (446) (267)

Depreciation and amortization expense 3,271 3,000

Provision for income taxes 473 324

Non-GAAP adjusted EBITDA (2,794)$ (11,973)$

Twelve months ended December 31,

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GAAP to Non-GAAP Reconciliations of Net Income to Adjusted EBITDA Q1’18 and Q1’17

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GAAP to Non-GAAP GM & Opex Reconciliation 2017 & 2016 under ASC 606

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GAAP to Non-GAAP GM & Opex Reconciliation 2017 & 2016 under ASC 605

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GAAP to Non-GAAP Reconciliation 2015

Year ended December 31, 2015 Stock Intangible (In thousands) GAAP compensation amortization Litigation Total Non-GAAP 2015 expense (a) (b) expense (c) adjustments 2015 Reconciliation of GAAP Gross Profit to Non-GAAP Gross Profit (Unaudited) Revenue

Product $ 55,716 $ — $ 55,716

Service 48,370 — 48,370

Total revenue 104,086 — — — — 104,086 Cost of revenue

Product 19,666 232 323 555 19,111

Service 19,844 1,036 — 1,036 18,808 Total cost of

revenue 39,510 1,268 323 — 1,591 37,919

Gross profit 64,576 (1,268 ) (323 ) — (1,591 ) 66,167 Reconciliation of GAAP Operating Expenses to Non-GAAP Operating Expenses (Unaudited)

Research and

development 16,990 1,072 — 1,072 15,918

Sales and marketing 47,647 4,486 229 4,715 42,932 General and

administrative 16,734 4,179 243 9 4,431 12,303 Total operating

expenses 81,371 9,737 472 9 10,218 71,153

(a) This adjustment reflects the accounting impact of non-cash stock-based compensation expense. (b) This adjustment reflects the accounting impact of acquisitions in 2010 and 2014 in non-cash expense.

(c) This operating expense adjustment reflects class action litigation expenses from the August 2013 lawsuit.

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GAAP to Non-GAAP GM & Opex Reconciliation 2014

Year ended December 31, 2014

(In thousands)

Reconciliation of GAAP Gross Profit to Non-GAAP Gross Profit (Unaudited)

Revenue

Product 51,095$ $ - 51,095$

Services 44,326 - 44,326

Total Revenue 95,421 - - - - - - 95,421

Cost of Revenue

Product 18,766 254 429 72 755 18,011

Services 18,470 924 26 950 17,520

Total cost of revenue 37,236 1,178 429 - - 98 1,705 35,531

Gross profit 58,185 (1,178) (429) - - (98) (1,705) 59,890

Research and development 18,089 1,056 11 54 1,121 16,968

Sales and marketing 49,694 4,111 291 83 4,485 45,209

General and administrative 18,481 4,739 93 888 630 419 6,769 11,712

Total operating expenses 86,264 9,906 384 899 630 556 12,375 73,889

(a) This adjustment reflects the accounting impact of non-cash stock-based compensation expense.

(b) This adjustment reflects the accounting impact of acquisitions in 2010 and 2014 in non-cash expense.

(c) This operating expense adjustment reflects the accounting impact of acquisitions, including for Q4 2014 $800K of consideration deemed to be compensation.

(d) This operating expense adjustment reflects class action litigation expenses from the August 2013 lawsuit.

(e) This operating expense adjustment reflects impact of restructuring expense.

Non-GAAP

2014

Reconciliation of GAAP Operating Expenses to Non-GAAP Operating Expenses (Unaudited)

GAAP

2014

Stock

compensation

expense (a)

Intangible

amortization

(b)

Acquisiton

expense (c)

Litigation

expense (d)

Restructuring

expense (e)

Total

Adjustments