NTO
Nitro Software Limited
Global Software Developer
Listed
Company Website:
https://www.gonitro.com/
Price
1.720
Existing Issue
-
Additional Issue
-
Subscription
110.20M
Stock Issue
64.10M
MarketCap
324.90M
Open Date
2019-11-29
Close Date
2019-12-06

Overview

Nitro is a global document productivity software company that aims to drive digital transformation in organisations around the world across multiple industries. The Company’s core solution, the Nitro Productivity Suite, provides integrated PDF productivity and eSignature tools to customers through a horizontal, SaaS and desktop-based software suite. The solution allows knowledge workers to productively manage and process documents for many functions including editing, collaboration, storage and electronic signing.

This page contains IPO information based on the Prospectus dated 21 November 2019. Link for the Prospectus: https://nitrooffer.thereachagency.com/offer/home/

Key Dates

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IPO Summary

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Details of The Offer

This Prospectus relates to an initial public offering of new Shares by the Company and the sale of existing Shares by SaleCo at an Offer Price of A$1.72 per Share. A total of 64.1 million Shares will be available under the Offer. These Shares will be available for investors under the Broker Firm Offer, the Institutional Offer and the Priority Offer. The Shares offered under this Prospectus will represent approximately 33.9% of the Shares on issue at completion of the Offer.

 

The Offer is expected to raise approximately $45.0 million from the issue of New Shares by the Company and for the Company’s benefit. The total number of Shares on issue at Completion will be 188.9 million and all Shares will, once issued, rank equally with each other.

 

*The Offer has been fully underwritten by the Underwriter.

 

The Offer comprises:

  • the Broker Firm Offe, which is an offer to Australian resident retail clients of Brokers who have received a firm allocation of Shares from their Broker;
  • the Institutional Offer, which consists of an offer to Institutional Investors in Australia and certain other jurisdictions around the world, made under this Prospectus; and
  • the Priority Offer, which is open to selected investors in Australia nominated by the Company.

 

No general public offer of Shares will be made under the Offer. The allocation of Shares between the Broker Firm Offer, the Institutional Offer and the Priority Offer will be determined by agreement between Nitro and the Lead Manager.

History

Nitro was founded in 2005 in Melbourne, Australia, offering Nitro Pro as an alternative to Adobe Acrobat for desktop PDF productivity. Nitro Pro was initially sold online, but sales channels have since expanded to include Nitro’s growing sales team, as well as a global partner network of software resellers.

 

In 2016, Nitro began transitioning from a perpetual or “one-time” licensing model to a subscription licensing model, as well as commencing a focus on the enterprise market. In 2018, Nitro introduced the Nitro Productivity Suite, a document productivity solution enabling customers to receive PDF productivity tools, eSignature capabilities and usage and ROI analytics through an integrated desktop and cloud solution.

Corporate structure

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Industry Overview

The Document Productivity Industry

In recent years, organisations have placed an increasing focus on cost reduction and productivity improvements in workflows and tasks undertaken by their employees and workers. In many organisations, such tasks involve the creation, editing and handling of electronic documents by knowledge workers. The document productivity industry provides software that can be applied within enterprises, to improve document collaboration within the enterprise collaboration ecosystem through successful digital transformation. Enterprise collaboration technologies including document productivity technologies have become important enablers of digital business transition. In particular, they can:

  • Assist enterprises in overcoming organisational structures that inhibit information flow: Organisational structures often trap people and their knowledge within departments and groups. These structures have developed over time to serve stakeholders, boards, shareholders and scaled operations, but, within modern enterprise, they often repress the formation and dissemination of new ideas. Enterprise collaboration technologies can help organisations replace obsolete business processes and information flows that are encoded in legacy business applications and facilitate broad and rapid information flow between employees. That information flow can support elevated performance and a better customer experience;
  • Empower change agents to promote stronger digital psychology: An enterprise’s use of collaboration tools can reflect and encourage positive digital attitudes (i.e. where employees adopt and embrace digital alternatives) within the organisation;
  • Drive employee and process productivity: Allowing employees to utilise digital collaboration tools may result in improved efficiency and reduced employee down time, as well as reductions in the time taken to complete basic administrative tasks; and
  • Security: Technologies that enable the secure transmission and dissemination of content, as well as the application of eSignatures are seen by users as enhancing overall document security and enabling compliance with data privacy regulations and standards.

 

text (Overview Of The Enterprise Collaboration Landscape)

The lifecycle of a document, especially within businesses, is complicated as a result of the necessity for collaboration between multiple stakeholders, for disparate objectives and processes; and can often involve multiple solution providers and end users. A range of potential sources of this additional complexity are discussed below:

 

  • Multiple contributors: Taking into consideration the disparate functions of knowledge worker participants to the enterprise collaboration landscape, as well as the multi-stage lifecycle of a document, there can be numerous individuals and teams contributing to the same document;
  • Mixture of physical and digital solutions: The steps depicted in Figure below are typically performed by knowledge workers using a mixture of solutions including printing documents and using PDF productivity and other tools to create, print, mail, organise, review, organise and store documents;
  • Signing:Multiple stakeholders may be responsible for reviewing and signing a document throughout its lifecycle;
  • Customers: The end users or customers can range from individuals and small businesses to large corporate enterprises;
  • Multiple avenues of disseminating and storing the final document:Often there will be a need to distribute, upload, store and archive the final document. These steps are usually performed by knowledge workers using physical and/or digital methods (e.g. on-premises archive room or cloud-based sharing solutions);
  • Multiple software providers: There are software providers who offer various niche services, with some market participants choosing to offer products within a particular stage or set of stages of a document’s lifecycle. Other software providers offer products. For example, some document productivity software providers are directly involved in the user experience of documents – providing readers, editors, signing tools, cloud-based collaboration software and desktop-based software; and
  • Ancillary solutions: Additionally, there are ancillary or related products that offer features such as license management, document security, data storage, hardware and printing which supplement the document productivity ecosystem.

text (Overview of The Lifecycle of A Document In A Collaborative Landscape)

 

Market size

Based on the findings of a market survey conducted by Forrester, Nitro is able to realistically serve a market with a revenue opportunity of approximately $5.5 billion. This market represents a portion of Nitro’s global serviceable available market which Forrester has estimated to be worth approximately $46 billion. Based on Forrester’s research, the revenue opportunity that is attributable to the portion of the serviceable available market which Nitro may be able to realistically serve is expected to grow at a rate of 10.6% per annum over the next four years.

text (NITRO's serviceable available market for pdf productivity and eSigning)

Company Products and Service

Nitro’s software solution empowers organisations and knowledge workers through a suite of tools that improve document productivity by making it more efficient to create, convert, share, sign and collaborate on documents on any device that supports the software. The Nitro Productivity Suite comprises three core products: Nitro Pro, Nitro Cloud and Nitro Analytics. Customers can manage users and licenses through the Nitro Admin tool and the Company also offers on-boarding, adoption and change management capabilities through its Customer Success offering. Each of these products is described in more detail below.

 

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  • Nitro Pro

Nitro Pro is a Windows-based desktop PDF productivity application enabling users to quickly and easily create, convert, edit, redact, sign, review and protect PDF documents. Users can create PDF documents, or convert PDF documents into Word, Excel or PowerPoint formats. Nitro Pro makes PDF files and scanned documents editable using Optical Character Recognition (“OCR”) technology and integrates with cloud-based storage products such as Dropbox, Google Drive and Microsoft OneDrive.

 

Nitro Pro enables users to collaborate digitally, fill and sign forms, protect and control document integrity and editability, and improve productivity and corporate sustainability by minimising printing, scanning and paper waste. The following figure provides an overview of the look and feel and key features of the Nitro Pro solution and demonstrates its familiar “ribbon” menu design.

text (NITRO PRO FEATURES)

 

  • Nitro Cloud

Nitro Cloud provides customers with both eSigning and PDF productivity capabilities to any device with a web browser, including mobile devices. It allows users to send and receive documents for signing, collaborate on documents online, and perform other PDF productivity tasks, all without the installation of any software. For example, when sending a digital document to request eSignatures from a particular party, the receiving party does not require a Nitro account.

 

Nitro Cloud is differentiated from competitors in several key respects, including advanced collaboration and analytics capabilities, an easy-to-use user interface, and a licensing model that provides for unlimited signatures. Most competing solutions charge on both a per-user and per-signature (or transaction) basis.

 

The collaboration capabilities within Nitro Cloud enable users to securely share documents online, invite others to comment, and track document workflows with real-time notifications. The solution also makes eSigning documents and form filling much faster and more efficient compared to manually entering data into forms. Nitro Cloud is integrated with Nitro Pro and Microsoft Word, enabling users to send documents for signature directly from within these applications. In addition, Nitro Cloud has support for features such as Single Sign-On (“SSO”) and Two-Factor Authentication (“2FA”) to enable enterprise user management and enhanced signing security, respectively.

 

Nitro aims to ensure data and documents stay secure with digital audit trails, SSL AES, and advanced security and data privacy compliance certifications, including GDPR, SOC 2 Type 2, HIPAA and Privacy Shield.

 

text (NITRO CLOUD FEATURES)

  • Nitro Analytics

Nitro Analytics provides customers with actionable insights on product usage and adoption, measures print reduction associated with digitising business processes, pinpoints areas for productivity improvement, and identifies tangible ROI from the Nitro Productivity Suite for customers. Nitro Analytics is used by customers to:

 

1) understand, improve and accelerate product adoption;

2) gain unique insights into document productivity and workflows;

3) optimise inefficient document processes;

4) visualise printing behaviours and trends;

5) drive targeted training activities; and

6) measure ROI.

text (NITRO ANALYTICS FEATURES)

 

  • Other tools and capabilities

The Nitro Productivity Suite also includes Nitro Admin, which is a cloud-based solution designed to help facilitate enterprise license deployment and user management. Nitro Admin supports adoption and implementation through self-help knowledge-based tools, enables license and user management via identity-based access, offers improved visibility into license allocation and streamlines new user on-boarding processes by enabling setup and management by multiple methods, while simple invitation workflows enable greater productivity.

 

Nitro supports the adoption and implementation of its solutions through on-boarding, scaling and enablement best practices delivered through self-help knowledge-based tools, and via the Nitro Customer Success team, which is focused not just on adoption, but on proving ROI, business impact and ensuring customers achieve maximum value from their Nitro partnership. Support includes live and on-demand training and helpful resources to educate users. The team works with customers of all sizes, but notably has helped some of the largest companies in the world deploy Nitro to tens of thousands of individual users. Support also includes comprehensive reviews that measure progress against business goals such as user adoption and print elimination. For individual users that need assistance using Nitro’s solutions, the Company offers 24/7 web-based customer support. Nitro’s customer success program gives customers access to resources that assist with on-boarding and rollout.

Business model

Revenue generation and evolution of the licensing model

 

Historically, Nitro only offered its solution via a perpetual licensing model. In 2016, the Company began offering its Nitro Pro solution for enterprises and SMBs via a SaaS-based subscription licensing model. In addition to the sale of subscription licenses to new customers, the Company is also transitioning legacy enterprise and SMB customers from perpetual licenses to subscription-based licensing. SOHO customers and individuals are still able to purchase perpetual licenses via Nitro’s online store front.

text (NITRO’S REVENUE MODEL)

 

text (User Licenses Growth)

 

Key strengths of Nitro’s business model

  • Track record of high net revenue retention: To date, Nitro’s subscription solution has a strong track record of customer retention, with a customer retention rate of over 90% for 1H2019. Nitro’s incremental revenue generation from the expansion of net users within existing work streams and into new work streams has a net revenue retention (“NRR”) rate of 127% for 1H2019. Nitro’s historical net revenue dollar retention rates are shown in Figure 16 below.
  • SaaS-based licensing model: Nitro has a growing proportion of subscription revenue that is classified as recurring in nature.
  • Multi-jurisdictional and industry agnostic solution: Nitro’s software solutions have been designed to be scalable on an international basis with its multi-jurisdictional and industry agnostic platform. Nitro currently provides document productivity software solutions to customers principally in the United States, Western Europe and Australia; however, the platform is multi-jurisdiction compatible and used in 144 countries and multiple languages. Nitro’s document productivity software solutions are industry agnostic and are currently deployed across 43 different industries.

Financial Performance

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Directors and Key Management

Kurt Johnson

Independent Chairman and Non-Executive Director

 

  • Kurt joined the Board as an independent Board member in 2010 and was appointed Chairman in 2019.
  • Kurt has over 24 years of professional management experience, including public and private company leadership across a range of internet and technology-based companies, and is now an active angel investor.
  • Kurt’s previous roles include CEO of Fastclick (NASDAQ: FSTC, acquired by ValueClick), CFO of ValueClick/Conversant (NASDAQ: VCLK, acquired by Alliance Data Systems), Founding Investor and Board Member of trueX media (acquired by 21st Century Fox), and Investor and Advisor to ShopNation (acquired by Meredith Corporation).
  • Earlier in Kurt’s career he was an investment banker with Olympic Capital Partners, providing M&A and financial advisory services for mid-market companies in the telecommunications, media and technology industries. Additionally he held corporate finance positions with companies ranging from early-stage to Fortune 1000.

 

Sam Chandler

Executive Director and Chief Executive Officer

 

  • Sam co-founded Nitro in May 2005 and currently serves as the CEO and as a Director.
  • Sam is an experienced entrepreneur, starting his first company at 16 years old while still in high school.
  • Since then, Sam has started two more companies, sat on the board of the Australian Communities Foundation, and is currently an investor and mentor in Startmate, a leading Australian tech accelerator.
  • Sam has over 20 years of global technology leadership experience, including 11 years living and working in Silicon Valley, and was named Ernst & Young’s Australian Emerging Entrepreneur of the Year in 2014. Since founding Nitro, Sam has been on a permanent leave of absence from Melbourne’s RMIT University where he studied business.

 

Richard Wenzel

Executive Director and Senior Vice President, Tax and Treasury

 

  • Richard co-founded Nitro in 2005, and has been a Director since then. He also sits on the board of Nitro’s U.S. and EMEA entities.
  • Richard is a pragmatic entrepreneur with 21 years’ experience in document productivity software.
  • Richard founded his first software company (ARTS PDF) in 1998 after a career in investment banking. ARTS PDF was a leading developer of PDF plug-ins and an instrumental grounding in the path to founding Nitro.
  • Richard also co-founded Planet PDF, a global resource for PDF technologists and users and A-Frame, an e-learning software solution that was divested and subsequently sold to Salmat Ltd (ASX: SLM).
  • Richard has a wealth of experience having previously held a number of roles including CFO, Treasurer, Company Secretary and Vice President, Strategic Operations.
  • Richard is currently the Senior Vice President of Tax and Treasury and is now primarily responsible for key treasury functions and tax compliance. He also serves as the primary internal legal adviser.
  • Richard previously worked as an adviser at Challenger Group, as well as having been a trader in the treasury department for the Italian office of Bankers Trust.

 

Andrew Barlow

Independent Non-Executive Director

 

  • Andrew led the seed investment round in the Company in late 2006, and joined the Nitro Board in early 2007.
  • Andrew is an experienced technology entrepreneur and venture investor, with more than 25 years’ private company board and operational experience, and 12 years’ public company board experience.
  • Andrew is the founder and Executive Chairman of Adslot Ltd (ASX: ADJ) – a leading provider of automated digital media trading platforms listed on the ASX.
  • Andrew was also a Founder, CEO and Chairman of Hitwise, Inc. – a global data analytics company specialising in online competitive intelligence which sold to Experian Plc (LSX: EXPN) in 2007.
  • Andrew was also a Founder and CEO of Max Super, an Australian online retail superannuation fund sold to Orchard Funds Management in 2007.
  • Andrew has a wealth of capital raising, corporate governance and M&A experience on both the sell-side and buy-side, and is a passionate entrepreneur, mentor and investor, with an operational focus on people and product.

 

John Dyson

Non-Executive Director

 

  • John joined the Nitro Board in 2018 representing Starfish Ventures, the manager of Starfish Technology Fund II, LP, a substantial Shareholder in the Company.
  • John is currently a Director of Aktana, Atmail, Audinate Group Ltd, DesignCrowd, Echoview, and Hearables 3D.
  • John has over 24 years of experience working in the venture capital industry, investing in and supporting companies in the technology sector.
  • John co-founded Starfish Ventures in 2001, and prior to that was General Manager (Australia) of JAFCO Asia for six years. Additionally, he was a Director of the Australian Venture Capital Association including being Chairman and Deputy Chairman.
  • Prior to that he had over nine years of experience in the investment banking and stockbroking industries.
  • John holds a Bachelor of Science from Monash University, an MBA from RMIT University, and is a Graduate of the Australian Institute of Company Directors.

 

Michael Brown

Non-Executive Director

 

  • Michael joined the Board in 2014 on behalf of Battery Ventures after its participation in the Series B fundraising.
  • Since joining Battery Ventures in 1998, Michael has made, or managed, multiple investments spanning the enterprise software, financial services and technology-enabled business services markets.
  • Currently, Michael serves on the boards of AuditBoard, CarNow, Diametric Capital, Istra Research,J. Hilburn, Joor, KeyMe, MX, Newforma, Quinyx, RiskIQ, ServiceTitan, Vidyard, VNDLY and Xenex; he is also a board observer at Mews.
  • Michael was previously involved with Battery’s investments in Bluestem Brands (acquired Capmark Financial Group), Bonfire (merged into GTY Technology, NASDAQ: GTYH), ChemConnect (acquired by InterContinental Exchange), ExactTarget (NYSE: ET, acquired by Salesforce.com), IDI Direct Insurance (TASE: IDIN), JAMF (acquired by Vista Equity Partners), The London International Financial Futures and Options Exchange, or LIFFE (acquired by Euronext), Mendix (acquired by Siemens), MRU Holdings (NASDAQ: UNCL), Neolane (acquired by Adobe), OutlookSoft Corporation (acquired by SAP), Panjiva (acquired by S&P), Q2 Holdings (NYSE: QTWO), and TradeKing (acquired by Ally Financial).
  • From 1996 to 1998, Michael was a member of the high-technology group at Goldman, Sachs & Co., where he worked on debt and equity financings as well as on M&A transactions. Previously, he was a financial analyst within Goldman Sachs’ financial-institutions group. There he focused on mergers and acquisitions within asset management, insurance, specialty finance and retail/mortgage banking.
  • Michael graduated magna cum laude from Georgetown University with a dual BS in finance and international business. He is currently on the board of the National Venture Capital Association.

 

Sarah Morgan

Independent Non-Executive Director

 

  • Sarah is an experienced public and private company director, particularly in an audit and risk capacity. She currently serves as a Non-Executive Director and Chairman of the Audit and Risk Committee of ASX-listed Whispir, Hansen Technologies and Adslot, and serves as a Non-Executive Director of Future Generation Global Investment Company. She is a Non-Executive Director and Chairman of the Audit and Risk Committee of Intrepid Group.
  • Prior to becoming a company director, Sarah spent over 15 years as an executive director of independent corporate advisory firm Grant Samuel, specialising in M&A, public and private capital raisings and other forms of corporate financial advice.
  • Sarah holds a Bachelor of Engineering (Hons) and a Masters of Business Administration from the University of Melbourne, and is a Graduate of the Australian Institute of Company Directors.

 

Lisa Hennessy

Independent Non-Executive Director

 

  • Lisa is a highly experienced executive and company director with over 30 years of experience worldwide.
  • Lisa currently sits on the board of Planet Innovation, FirstStep Investments, Walter and Eliza Hall Institute of Medical Research Commercialisation Committee, and Arts Centre Melbourne Foundation and is also currently the President of the Harvard Club of Victoria.
  • Lisa was previously on the board of Murray River Organics (ASX: MRG) where she chaired the Remuneration and Nomination Committee. Prior to this, Lisa spent over a decade in strategy and M&A roles in the U.S., including Director of Strategy and M&A for Del Monte Foods, Director at
  • GE Capital, and she was also a Consultant at Bain & Company.
  • Lisa holds a Bachelor’s degree in Electrical Engineering from Purdue University, as well as an MBA from Harvard Business School and is a graduate of the Australian Institute of Company Directors.

 

Kathy Miller

Chief Financial Officer

 

  • Kathy joined Nitro in January 2019 in the role of CFO.
  • Kathy is responsible for all global financial, legal, IT, compliance and reporting functions within Nitro.
  • Kathy has over 30 years of leadership experience and achievement in finance, accounting and operations, holding a number of CFO and senior finance roles across public and private companies.
  • Kathy has significant experience in the global software and information technology industries, having spent the last 25 years working with companies operating within the space both domestically and cross-border.
  • These roles include Chief Operating and Financial Officer of nCourt, CFO of eSecuritel Holdings, Senior Vice President Global Finance and Accounting of Witness Systems, and Director, Financial Planning and Analysis of MapInfo Corporation.
  • Kathy holds a Bachelor of Science in Accounting Cum Laude from Alfred University, and is a New York State Certified Public Accountant.

 

Gina O’Reilly

Chief Operating Officer

 

  • Gina joined Nitro in 2009, initially as a Senior Vice President of Sales and Marketing, and is currently the Company’s Chief Operating Officer.
  • Gina has global responsibility for the marketing, business and people operations functions, including employee experience and talent.
  • Gina has over 20 years of software industry experience, having previously held the roles of Director of Sales and Marketing at activePDF, as well as International Relations and Marketing Manager at Software Technology Resources.
  • Gina holds a BA in International Marketing and Languages (French/Spanish) from Dublin City University, as well as a Masters of Business Administration (Marketing) from the University of Phoenix.

 

David O’Donoghue

Vice President, Engineering

 

  • David joined Nitro in 2018 in the role of Vice President of Engineering.
  • David is responsible for overseeing the global engineering team across Dublin and San Francisco, as well as all Nitro products.
  • David has over 30 years of extensive experience developing, coaching and leading software engineering organisations.
  • David was previously the Head of Engineering at Zalando Ireland, Head of Software Development at Full Tilt Poker, Senior Development Manager at Oracle and Head of R&D at Performix Technologies.
  • David recently completed a Master of Science (First Class Honours) in Work and Organisational Behaviour from Dublin City University.

Disclaimer

ASX Codes, Offer Opening and Closing Dates are proposed only and are subject to change without notice.

 

The IPO information on the website provided by 61 Financial only serves general information purposes, it does not constitute financial product advice. All IPO information is retrieved from the Company’s Prospectus. They are subject to change at any time without notice. Investors shall refer to the Prospectus for detailed information.